SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
January 31, 2000
LANDMARK BANCSHARES, INC.
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(Exact name of Registrant as specified in its Charter)
Kansas 0-23164 48-1142260
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(State or other jurisdiction (SEC File No.) (IRS Employer
of incorporation) Identification Number)
Central and Spruce Streets, Dodge City, Kansas 67801
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (316) 227-8111
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Not Applicable
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(Former name or former address, if changed since last Report)
LANDMARK BANCSHARES, INC.
INFORMATION TO BE INCLUDED IN REPORT
Item 5. Other Events
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In order to demonstrate compliance with the listing requirements of the
Nasdaq National Market concerning public float (shares not held by affiliates),
the registrant (the "Company") is filing this report. Similar reports may be
filed in the future. Absent the filing of this report or the continued
compliance of the Company with the listing requirements of the Nasdaq National
Market, the common stock of the Company could ultimately cease to trade on that
market, possibly resulting in less liquidity and, therefore, more volatility in
the pricing of shares of common stock.
Security Ownership of Certain Beneficial Owners
Persons and groups owning in excess of 5% of the common stock are
required to file certain reports regarding such ownership pursuant to the
Securities Exchange Act of 1934, as amended. Based upon such reports and
information provided by the Company's transfer agent, the following table sets
forth, as of January 31, 2000, certain information as to those persons who were
beneficial owners of more than 5% of the outstanding shares of common stock and
as to the common stock beneficially owned by executive officers and directors of
the Company as a group. Management knows of no persons, other than those set
forth below, who owned more than 5% of the outstanding shares of common stock at
January 31, 2000. At January 31, 2000, there were 1,127,806 shares of common
stock outstanding.
Percent of Shares of
Amount and Nature of Common Stock
Name and Address of Beneficial Owner Beneficial Ownership Outstanding
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Larry Schugart 127,924(1) 10.8%
Central and Spruce
Dodge City, Kansas 67801
Landmark Federal Savings Bank Employee Stock Ownership 131,283(2) 11.6%
Plan ("ESOP"), Central and Spruce, Dodge City, Kansas
67801
All Directors and Executive Officers as a Group (6 307,883(3) 24.0%
persons)
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(1) All of these shares are included in this table under "All Directors and
Executive Officers as a Group." Includes 62,033 shares of common stock
subject to options that are exercisable within 60 days of the Record
Date. Reflects sole voting power with respect to 96,713 shares, sole
dispositive power with respect to 111,201 shares, shared voting power
with respect to 31,211 shares and shared dispositive power with respect
to 5,551 shares.
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(2) Reflects shared voting power with respect to 75,699 shares allocated to
participating employees, sole voting power with respect to 55,584
shares unallocated to participating employees and sole dispositive
power over all shares. The ESOP holds shares for the exclusive benefit
of plan participants. A portion of these shares are allocated among
ESOP participants annually on the basis of compensation as the debt
incurred in the purchase of the shares is repaid. Unallocated shares
are held in a suspense account. The ESOP Trustee must vote all shares
allocated to participant accounts under the ESOP as directed by
participants. Unallocated shares and allocated shares for which no
timely direction is received will be voted as directed by the ESOP
Committee or the Board.
(3) Includes shares of common stock held directly as well as by spouses or
minor children, in trust and other indirect ownership, over which
shares the individuals effectively exercise sole or shared voting or
dispositive power. Reflects sole voting power with respect to 247,229
shares, shared voting power with respect to 58,154 shares, sole
dispositive power with respect to 288,620 shares, and shared
dispositive power with respect to 16,939 shares. Includes 154,001
shares of common stock subject to options that are exercisable within
60 days of the Record Date. Excludes 111,459 shares held by the ESOP
(131,283 shares minus 19,824 shares allocated to executive officers)
over which certain directors, as members of the ESOP Committee and as
trustees to the ESOP exercise shared voting and dispositive power. Such
individuals disclaim beneficial ownership with respect to ESOP shares.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
LANDMARK BANCSHARES, INC.
Date: February 2, 2000 By: /s/ Larry Schugart
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Larry Schugart
President