LAKEVIEW FINANCIAL CORP /NJ/
SC 13G, 1997-02-18
SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13G

                    Under the Securities Exchange Act of 1934
                            (Amendment No. _______)*




                            Lakeview Financial Corp.
- -------------------------------------------------------------------------------
                                (Name of Issuer)


                                  Common Stock
- -------------------------------------------------------------------------------
                         (Title of Class of Securities)


                                   51222210-0
- -------------------------------------------------------------------------------
                                 (CUSIP Number)

* The  remainder of the cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for any  subsequent  amendment  containing  information  which  would  alter the
disclosures provided in a prior cover page.

      The information  required in the remainder of this cover page shall not be
deemed to be "filed"  for the purpose of Section 18 of the  Securities  Exchange
Act of 1934 ("Act") or otherwise  subject to the  liabilities of that section of
the Act but shall be subject to all other  provisions of the Act  (however,  see
the Notes).

                         (Continued on following pages)

                                Page 1 of 4 pages



<PAGE>



CUSIP No. 51222210-0           Schedule 13G                   Page 2 of 4 Pages
          ----------        -----------------

1.    Name of Reporting Person
      S.S. or I.R.S. Identification Number of above person:

              Lakeview Savings Bank Employee Stock Ownership Plan

2.    Check the appropriate box if a member of a group*

            (a)   |X|               (b)   |_|

3.    SEC Use Only

4.    Citizenship or Place of Organization:  New Jersey

Number of Shares Beneficially Owned by Each Reporting Person with:

5.    Sole Voting Power:                                0
                                                   ------------

6.    Shared Voting Power:                            217,844
                                                   ------------

7.    Sole Dispositive Power:                           0
                                                   ------------

8.    Shared Dispositive Power:                       217,844
                                                   ------------

9.    Aggregate Amount Beneficially Owned by Each Reporting Person:
           217,844
        -------------

10.   Check Box If The Aggregate Amount in Row (9) Excludes Certain
      Shares*

11.   Percent of Class Represented by Amount in Row 9:    8.76   %
                                                       ---------

12.   Type of Reporting Person*: EP



                                * SEE INSTRUCTION


<PAGE>



                                                                     Page 3 of 4

                       Securities and Exchange Commission
                             Washington, D.C. 20549

Item 1(a)   Name of Issuer:  Lakeview Financial Corp.
            --------------

Item 1(b)   Address of Issuer's Principal Executive Offices:
            -----------------------------------------------

                         989 McBride Avenue
                         West Paterson, New Jersey 07424

Item 2(a)   Name of Person Filing:
            ---------------------

            Lakeview Savings Bank Employee Stock Ownership Plan

Item 2(b)   Address of Principal Business Office:  Same as Item 1(b)
            ------------------------------------

Item 2(c)   Citizenship:  New Jersey
            -----------

Item 2(d)   Title of Class of Securities:  Common Stock
            ----------------------------

Item 2(e)   CUSIP Number:       51222210-0
            ------------

Item 3      Check whether the person filing is a:
            ------------------------------------

Item 3(f)      X        3(f) X  Employee  Benefit  Plan,  Pension  Fund which is
            -------     subject to the  provisions  of the  Employee  Retirement
                        Income Security Act of 1974.

Item 3(h)      X        3(h)   X   Group,   in   accordance   with   Rule   13d-
            -------     1(b)(1)(ii)(H).

Item 3(a)(b)(c)(d)(e)(g) - not applicable.

Item 4(a)   Amount Beneficially Owned:                                 217,844
            -------------------------                                  -------

Item 4(b)   Percent of Class:       8.76%
            ----------------        ----

Item 4(c) Number of shares as to which such person has:
            (i)   sole power to vote or to direct the vote                 -0-

            (ii)  shared power to vote or to direct the
                  vote                                                 217,844
                                                                       -------

            (iii)sole power to dispose or to direct the
                 disposition of                                            -0-

            (iv)  shared power to dispose or to direct the
                  disposition of                                       217,844
                                                                       -------





<PAGE>



                                                                     Page 4 of 4

Item 5      Ownership of Five Percent or Less of Class:
            ------------------------------------------

                                 Not Applicable

Item 6      Ownership of More than Five Percent on Behalf of Another
            --------------------------------------------------------
            Person:
            ------

                                 Not applicable.

Item 7      Identification and Classification of the Subsidiary Which
            ---------------------------------------------------------
            Acquired the Security Being Reported on by the Parent
            ---------------------------------------------------------
            Holding Company.
            ---------------

                                 Not Applicable

Item 8      Identification and Classification of Members of the
            ---------------------------------------------------------
            Group.
            -----

            This  Schedule  13G is being filed on behalf of the  Employee  Stock
            Ownership  Plan  ("ESOP")  identified  in  Item  2(a)  by  the  ESOP
            Committee  and the ESOP  Trustee both filing under the Item 3(f) and
            3(h) classifications.  Exhibit A contains a disclosure of the voting
            and  dispositive  powers over shares of the issuer held  directly by
            these entities exclusive of those shares held by the ESOP as well as
            identification of members of these groups.

Item 9      Notice of Dissolution of Group.
            ------------------------------

                                 Not Applicable

Item 10     Certification.
            -------------

            By signing  below,  I certify  that, to the best of my knowledge and
            belief,  the  securities  referred  to above  were  acquired  in the
            ordinary course of business and were not acquired for the purpose of
            and do not have the effect of changing or influencing the control of
            the issuer of such  securities  and were not acquired in  connection
            with or as a participant in any  transaction  having such purpose or
            effect.


<PAGE>



SIGNATURE:

      After reasonable  inquiry and to the best of my knowledge and belief, as a
member  of the  Plan  Committee  and as an ESOP  Trustee,  I  certify  that  the
information set forth in this statement is true, complete and correct.



/s/ Leo J. Costello                                             2/12/97
- --------------------------------------                          -------
Leo J. Costello                                                   Date



/s/ Leo J. Dean                                                 2/12/97
- --------------------------------------                          -------
Leo J. Dean                                                       Date



/s/ Michael R. Rowe                                             2/12/97
- --------------------------------------                          -------
Michael R. Rowe                                                   Date




<PAGE>


Exhibit A
- ---------

                       Identification of Members of Group
                       ----------------------------------

      Shares of common  stock of the issuer are held in trust for the benefit of
participating  employees by the ESOP Trustee. The ESOP Trustee shares voting and
dispositive  power with the ESOP  Committee.  By the terms of the ESOP, the ESOP
Trustee  votes  stock   allocated  to   participant   accounts  as  directed  by
participants.  Stock held by the ESOP Trust,  but not yet  allocated is voted by
the ESOP  Trustee as directed by the ESOP  Committee.  Investment  direction  is
exercised  by the ESOP  Trustee  as  directed  by the ESOP  Committee.  The ESOP
Committee and the ESOP Trustee share voting and  dispositive  power with respect
to  the  unallocated  stock  held  by  the  ESOP  pursuant  to  their  fiduciary
responsibilities  under Section 404 of the Employee  Retirement  Income Security
Act of 1974, as amended.

      Members of the ESOP Committee and their beneficial  ownership of shares of
common stock of the issuer  exclusive of  membership  on the ESOP  Committee and
Trustee Committee and of shares  beneficially owned as a Participant in the ESOP
are as follows:

                                 Beneficial               Beneficial Ownership
    Name                         Ownership (1)            as ESOP Participant
- -------------------------------------------------------------------------------

Leo J. Costello                   80,284(2)                       -0-
Leo J. Dean                       71,339(3)                       -0-
Michael R. Rowe                   83,153(3)                       -0-



- ------------------------------
(1)               Includes shares of common stock of issuer owned in conjunction
                  with  family  members.  The ESOP  Committee  and ESOP  Trustee
                  disclaim  ownership  of these shares in  conjunction  with the
                  exercise  of their  fiduciary  duties as  members  of the ESOP
                  Committee and as ESOP Trustee.

(2)               Includes  53,280  shares  which may be  purchased  through the
                  exercise of stock options and includes 4,931 shares over which
                  Mr.  Costello  has  shares  voting  and  investment  power  as
                  Co-Trustee of the Lakeview Savings Bank Pension Plan.

(3)               Includes 44,496 shares which may be purchased
                  through the exercise of stock options.




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