As filed with the Securities and Exchange Commission on November 4, 1997
Registration No. 333-28175
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 to
FORM S-4
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
Lexington B & L Financial Corp.
(Exact name of registrant as specified in its charter)
Missouri 6035 43-1739555
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(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification
No.)
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919 Franklin Avenue
Lexington, Missouri 64067
(816) 259-2247
(Address, including ZIP code, and telephone number, including area code, of
Registrant's principal executive office)
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Paul M. Aguggia, Esq.
Aaron M. Kaslow, Esq.
Breyer & Aguggia
1300 I Street, N.W., Suite 470 East
Washington, D.C. 20005
(202) 737-7900
(Name and address, including ZIP code, and telephone number, including area
code, of agent for service)
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Approximate date of commencement of proposed sale to the public:
Not applicable.
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
DEREGISTRATION OF SHARES
Lexington B & L Financial Corp. (the "Company") hereby amends its
Registration Statement on Form S-4 to remove from registration thereunder
53,889 shares of its common stock, $.01 par value per share, which remained
unissued after consummation of the acquisition of Lafayette Bancshares, Inc.
("Lafayette") on October 1, 1997.
The Registration Statement on Form S-4 filed with the Securities and
Exchange Commission ("SEC") on May 30, 1997, as amended by Amendment No. 1
thereto filed with the SEC on July 9, 1997, registered 150,000 shares of the
Company's common stock for possible issuance in exchange for common stock, par
value $1.00 per share, of Lafayette in connection with the acquisition of
Lafayette pursuant to the Agreement and Plan of Mergers dated as of March 12,
1997 between the Company, Lafayette and Lafayette County Bank of
Lexington/Wellington (the "Agreement"). The Agreement provided that at the
effective time of the merger each share of Lafayette's common stock would be
converted into $.92 in cash plus shares of the Company's common stock. The
150,000 shares registered represented the maximum amount of the Company's
common stock that could be issued to shareholders of Lafayette under the
Agreement.
At the effective time of the merger, pursuant to the Agreement, all
outstanding shares of Lafayette's common stock were converted into $.92 in cash
plus .0851 share of the Company's common stock. In lieu of issuing fractional
shares, the Company paid $152.13 in cash to Lafayette stockholders, equal to
the number of fractional share interests resulting from the merger, aggregating
9.45 shares, multiplied by $16.098. A total of 96,111 shares of the Company's
common stock and $1,039,292.13 were issued and paid to Lafayette shareholders
in connection with the merger. Consequently, 53,889 shares of the Company's
common stock originally registered in the Registration Statement on Form S-4
were not issued in the merger and are being deregistered.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant has duly caused this Amended Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in
Lexington, Missouri on the 4th day of November, 1997.
Lexington B & L Financial Corp.
By: /s/ Erwin Oetting, Jr.
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Erwin Oetting, Jr.
President
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Amended Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
Signatures Title Date
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/s/ Erwin Oetting, Jr. President and Director November 4, 1997
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Erwin Oetting, Jr.
/s/ E. Steva Vialle Treasurer, Chief Financial November 4, 1997
- ------------------------ Officer, Secretary and Director
E. Steva Vialle (Principal Financial
and Accounting Officer)
/s/ Charles R. Wilcoxon* Director November 4, 1997
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Charles R. Wilcoxon
/s/ Glenn H. Twente* Director November 4, 1997
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Glenn H. Twente
/s/ Steve Oliaro* Director November 4, 1997
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Steve Oliaro
/s/ Norman Vialle* Director November 4, 1997
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Norman Vialle
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* By power of attorney dated May 30, 1997.