LIFE BANCORP INC
SC 13G/A, 1997-02-13
SAVINGS INSTITUTION, 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. 2)


                               LIFE BANCORP, INC.
- -------------------------------------------------------------------------------
                                (Name of Issuer)


                     COMMON STOCK, $.01 PAR VALUE PER SHARE
- -------------------------------------------------------------------------------
                         (Title of Class of Securities)



                                   531932 10 1
- -------------------------------------------------------------------------------
                                 (CUSIP Number)


















                                                 Page 1 of 5 Pages


<PAGE>


[CUSIP NO. 531932 10 1]                                [Page 2 of 5 Pages]
- -------------------------------------------------------------------------------
1.   NAME OF REPORTING PERSON
     S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
     Life Bancorp, Inc. Employee Stock Ownership Plan Trust
- -------------------------------------------------------------------------------
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP             (a) [  ]

                                                                  (b) [  ]
- -------------------------------------------------------------------------------
3.   SEC USE ONLY

- -------------------------------------------------------------------------------
4.   CITIZENSHIP OR PLACE OF ORGANIZATION
     United States

- -------------------------------------------------------------------------------
5.   NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
     SOLE VOTING POWER
     0

- -------------------------------------------------------------------------------
6.   NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
     SHARED VOTING POWER
     573,158

- -------------------------------------------------------------------------------
7.   NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
     SOLE DISPOSITIVE POWER
     0

- -------------------------------------------------------------------------------
8.   NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
     SHARED DISPOSITIVE POWER
     573,158

- -------------------------------------------------------------------------------
9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     573,158

- -------------------------------------------------------------------------------
10.  CHECK  BOX IF THE  AGGREGATE  AMOUNT  IN ROW (9)  EXCLUDES  CERTAIN  SHARES
     Excludes 299,692 shares held in the ESOP Trust which have been allocated to
     the accounts of  participating  employees.  The ESOP  disclaims  beneficial
     ownership of such allocated shares. [ X ]
- -------------------------------------------------------------------------------
11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
     5.82%
- -------------------------------------------------------------------------------
12.  TYPE OF REPORTING PERSON
     EP

- -------------------------------------------------------------------------------


<PAGE>

[CUSIP NO. 531932 10 1]                                [Page 3 of 5 Pages]

Item 1(a) Name of Issuer:

          Life Bancorp, Inc.

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

          109 East Main Street
          Norfolk, Virginia  23510

Item 2(a) Name of Person Filing:

          Life Bancorp, Inc. Employee Stock Ownership Plan Trust.

Item 2(b) Address of Principal Business office or, if None, Residence:

          Life Bancorp, Inc.
          109 East Main Street
          Norfolk, Virginia  23510

Item 2(c) Citizenship:

          United States

Item 2(d) Title of Class of Securities:

          Common Stock, par value $.01 per share

Item 2(e) CUSIP Number:

          531932 10 1

Item      3. If this statement is filed pursuant to Rules 13-d(b),  or 13D-2(b),
          check whether the person filing is a:

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

Item 4.   Ownership.

          (a)      Amount beneficially owned:

                   573,158

          (b)      Percent of class:

                   5.82%



<PAGE>



 [CUSIP NO. 531932 10 1]                               [Page 3 of 5 Pages]

         (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         573,158
          (iii)    Sole power to dispose or to direct the disposition of    0
          (iv)     Shared power to dispose or to direct the disposition
                   of  573,158 

Item 5.   Ownership of Five Percent or Less of a Class.

          Not Applicable.

Item 6.   Ownership of More than Five percent on Behalf of Another Person.

     Edward E.  Cunningham,  Tollie W. Rich,  Jr. and  William J. Fanney are the
trustees  ("Trustees") of the trust (the "Trust")  created  pursuant to the Life
Bancorp,  Inc. Employee Stock Ownership Plan ("ESOP") which holds 573,158 shares
of common stock which have not been  allocated to the accounts of  participating
employees to date,  and will be voted by the  Trustees  pursuant to the terms of
the ESOP and may be deemed to be beneficially owned by the Trust. In addition, a
total of 299,692 shares held in the Trust have been allocated to the accounts of
participating  employees to date and the Trust disclaims beneficial ownership of
such allocated shares.

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.

          Not Applicable.

Item 9.   Notice of Dissolution of Group.

          Not Applicable.

Item 10.  Certification.

     By signing below, We certify that, to the best of our 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>

[CUSIP NO. 531932 10 1]                                [Page 5 of 5 Pages]

                                    SIGNATURE


     After reasonable inquiry and to the best of the knowledge and belief of the
undersigned,  the  undersigned  certifies that the information set forth in this
Statement on Schedule 13G is true, complete and correct.

                                     LIFE BANCORP, INC. EMPLOYEE STOCK
                                     OWNERSHIP PLAN TRUST



Date:  February 13, 1997        By:  /s/ Edward E. Cunningham
                                     Edward E. Cunningham
                                     Trustee for the Life Bancorp, Inc. Employee
                                     Stock Ownership Plan Trust



Date:  February 13, 1997        By:  /s/ Tollie W. Rich, Jr.
                                     Tollie W. Rich, Jr.
                                     Trustee for the Life Bancorp, Inc. Employee
                                     Stock Ownership Plan Trust



Date:  February 13, 1997        By:  /s/ William J. Fanney
                                     William J. Fanney
                                     Trustee for the Life Bancorp, Inc. Employee
                                     Stock Ownership Plan Trust

<PAGE>


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