Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
LEXINGTON B & L FINANCIAL CORP.
- ------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
LEXINGTON B & L FINANCIAL CORP.
- ------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
N/A
- ------------------------------------------------------------------------------
(2) Aggregate number of securities to which transactions applies:
N/A
- ------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11:
N/A
- ------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
N/A
- ------------------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11 (a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
N/A
- ------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
N/A
- ------------------------------------------------------------------------------
(3) Filing party:
N/A
- ------------------------------------------------------------------------------
(4) Date filed:
N/A
- ------------------------------------------------------------------------------
<PAGE>
<PAGE>
December 12, 1997
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders of
Lexington B & L Financial Corp. to be held at the office of B & L Bank, 919
Franklin Avenue, Lexington, Missouri, on Tuesday, January 13, 1998, at 10:00
a.m., Central Time.
The Notice of the Annual Meeting and Proxy Statement on the following
pages describe the formal business to be transacted at the meeting. During
the meeting, we will also report on the operations of the Corporation.
Directors and officers of the Corporation, as well as a representative of
Moore, Horton & Carlson, P.C., the Corporation's independent auditors, will be
present to respond to appropriate questions of shareholders.
To ensure proper representation of your shares at the meeting, the Board
of Directors requests that you sign, date and return the enclosed proxy card
in the enclosed postage-prepaid envelope as soon as possible, even if you
currently plan to attend the meeting. This will not prevent you from voting
in person, but will assure that your vote is counted if you are unable to
attend the meeting.
We look forward to seeing you at the meeting.
Sincerely,
/s/ Erwin Oetting, Jr.
Erwin Oetting, Jr.
President and Chief Executive Officer
<PAGE>
<PAGE>
LEXINGTON B & L FINANCIAL CORP.
919 Franklin Avenue
P.O. Box 190
Lexington, Missouri 64067
(816) 259-2247
- ------------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held on January 13, 1998
- ------------------------------------------------------------------------------
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of
Lexington B & L Financial Corp. ("Corporation") will be held at the office of
B & L Bank, 919 Franklin Avenue, Lexington, Missouri, on Tuesday, January 13,
1998, at 10:00 a.m., Central Time, for the following purposes:
1. To elect two directors to serve for a term of three years; and
2. To consider and act upon such other matters as may properly come
before the meeting or any adjournments thereof.
NOTE: The Board of Directors is not aware of any other business to come
before the meeting.
Any action may be taken on the foregoing proposals at the meeting on the
date specified above or on any date or dates to which, by original or later
adjournment, the meeting may be adjourned. Shareholders of record at the
close of business on December 8, 1997 are entitled to notice of and to vote at
the meeting and any adjournments or postponements thereof.
You are requested to complete and sign the enclosed form of proxy, which
is solicited by the Board of Directors, and to mail it promptly in the
enclosed envelope. The proxy will not be used if you attend the meeting and
vote in person.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ E. Steva Vialle
E. STEVA VIALLE
SECRETARY
Lexington, Missouri
December 12, 1997
- ------------------------------------------------------------------------------
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE CORPORATION THE EXPENSE
OF FURTHER REQUESTS FOR PROXIES IN ORDER TO ENSURE A QUORUM. A SELF-ADDRESSED
ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED
IN THE UNITED STATES.
- ------------------------------------------------------------------------------
<PAGE>
<PAGE>
PROXY STATEMENT
OF
LEXINGTON B & L FINANCIAL CORP.
919 Franklin Avenue
P.O. Box 190
Lexington, Missouri 64067
(816) 259-2247
- ------------------------------------------------------------------------------
ANNUAL MEETING OF SHAREHOLDERS
January 13, 1998
- ------------------------------------------------------------------------------
This proxy statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Lexington B & L Financial Corp.
("Corporation") to be used at the Annual Meeting of Shareholders of the
Corporation. The Annual Meeting will be held at the office of B & L Bank, 919
Franklin Avenue, Lexington, Missouri, on Tuesday, January 13, 1998, at 10:00
a.m., Central Time. The Corporation is the holding company for B & L Bank and
Lafayette County Bank. This proxy statement and the enclosed proxy card are
being first mailed to shareholders on or about December 8, 1997.
- ------------------------------------------------------------------------------
VOTING AND PROXY PROCEDURE
- ------------------------------------------------------------------------------
Shareholders Entitled to Vote. Shareholders of record as of the close of
business on December 8, 1997 are entitled to one vote for each share of common
stock ("Common Stock") of the Corporation then held. As of December 8, 1997,
the Corporation had 1,120,770 shares of Common Stock issued and outstanding.
Quorum. The presence, in person or by proxy, of at least a majority of
the total number of outstanding shares of Common Stock entitled to vote is
necessary to constitute a quorum at the Annual Meeting. Abstentions will be
counted as shares present and entitled to vote at the Annual Meeting for
purposes of determining the existence of a quorum. Broker non-votes will not
be considered shares present and will not be included in determining whether a
quorum is present.
Voting. The Board of Directors solicits proxies so that each stockholder
has the opportunity to vote on the proposals to be considered at the Annual
Meeting. When a proxy card is returned properly signed and dated, the shares
represented thereby will be voted in accordance with the instructions on the
proxy card. Where no instructions are indicated, proxies will be voted FOR
the nominees for directors set forth below. If a stockholder attends the
Annual Meeting, he or she may vote by ballot.
The two directors to be elected at the Annual Meeting will be elected by
a plurality of the votes cast by the stockholders present in person or by
proxy and entitled to vote. Stockholders are not permitted to cumulate their
votes for the election of directors. Votes may be cast for or withheld from
each nominee. Votes that are withheld will have no effect on the outcome of
the election because the nominees receiving the greatest number of votes will
be elected.
Revocation of a Proxy. Stockholders who execute proxies retain the right
to revoke them at any time before they are voted. Proxies may be revoked by
written notice delivered in person or mailed to the Secretary of the
Corporation or by filing a later proxy prior to a vote being taken on a
particular proposal at the Annual Meeting. Attendance at the Annual Meeting
will not automatically revoke a proxy, but a stockholder in attendance may
request a ballot and vote in person, thereby revoking a prior granted proxy.
Participants in the B&L Bank ESOP. If a shareholder is a participant in
the B & L Bank Employee Stock Ownership Plan (the "ESOP"), the proxy card
represents a voting instruction to the trustees of the ESOP as to the number
of shares in the participant's plan account. Each participant in the ESOP may
direct the trustees as to the
<PAGE>
<PAGE>
manner in which shares of Common Stock allocated to the participant's plan
account are to be voted. Unallocated shares of Common Stock held by the ESOP
and allocated shares for which no voting instructions are received will be
voted by the trustees in the same proportion as shares for which the trustees
have received voting instructions.
- ------------------------------------------------------------------------------
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
- ------------------------------------------------------------------------------
Persons and groups who beneficially own in excess of 5% of the
Corporation's Common Stock are required to file certain reports regarding such
ownership pursuant to the Securities Exchange Act of 1934, as amended
("Exchange Act"). Based upon such reports, the following table sets forth, as
of December 8, 1997, certain information as to those persons who were
beneficial owners of more than 5% of the outstanding shares of Common Stock.
Management knows of no persons other than those set forth below who owned more
than 5% of the outstanding shares of Common Stock at December 8, 1997. The
following table also sets forth, as of December 8, 1997, information as to the
shares of Common Stock beneficially owned by each director, by the Chief
Executive Officer of the Corporation, and by all executive officers and
directors of the Corporation as a group.
Amount and Nature Percent of
of Beneficial Common
Stock
Beneficial Owner Ownership(1)
Outstanding
- ---------------- ------------ ----------
Beneficial Owners of More Than 5%
B & L Bank
Employee Stock
Ownership Plan Trust 101,200 9.0%
Directors and Named Executive Officer
Erwin Oetting, Jr., President
and Chief Executive Officer 31,010 2.9
Steve Oliaro 13,230 1.3
Norman Vialle 10,030 1.0
Charles R. Wilcoxon 9,530 0.9
E. Steva Vialle 28,484 2.7
Glenn H. Twente 7,530 0.7
All Executive Officers and 151,419 13.5
Directors as a
Group (10 persons)
____________________
(1) In accordance with Rule 13d-3 under the Exchange Act, a person is deemed
to be the beneficial owner, for purposes of this table, of any shares of
Common Stock if he or she has voting or investment power with respect to
such security. The table includes shares owned by spouses, other
immediate family members in trust, shares held in retirement accounts or
funds for the benefit of the named individuals, and other forms of
ownership, over which shares the persons named in the table may possess
voting and/or investment power. Shares held in accounts under the ESOP,
as to which the holders have voting power but not investment power, are
also included as follows: Mr. Oetting, 3,380 shares; Mr. Steva Vialle,
2,376 shares; all executive officers and directors as a group, 9,193
shares.
2
<PAGE>
<PAGE>
- ------------------------------------------------------------------------------
PROPOSAL I - ELECTION OF DIRECTORS
- ------------------------------------------------------------------------------
The Corporation's Board of Directors consists of six members. The Board
of Directors is divided into three classes with three-year staggered terms,
with one third of the directors elected each year. Two directors will be
elected at the Annual Meeting to serve for a three year period, or until their
respective successors have been elected and qualified. The nominees for
election this year are E. Steva Vialle and Glenn H. Twente. The nominees are
current members of the Boards of Directors of the Corporation.
It is intended that the proxies solicited by the Board of Directors will
be voted for the above named nominees. If any nominee is unable to serve, the
shares represented by all valid proxies will be voted for the election of such
substitute as the Board of Directors may recommend. At this time, the Board
knows of no reason why any nominee might be unavailable to serve.
The Board of Directors recommends that shareholders vote "FOR" the
election of Messrs. E. Steva Vialle and Glenn H. Twente.
The following table sets forth certain information regarding the nominees
for election at the Meeting, as well as information regarding those directors
continuing in office after the Meeting.
Year First
Principal Occupations Elected Term to
Name Age(1) During Last Five Years Director(2) Expire
---- ------ ---------------------- ----------- ------
BOARD NOMINEES
E. Steva Vialle(3) 46 Executive Vice President, Chief 1992 2001(4)
Operating Officer and Secretary
of the Corporation and B&L Bank.
Glenn H. Twente 71 Retired chiropractor. 1981 2001(4)
DIRECTORS CONTINUING IN OFFICE
Erwin Oetting, Jr. 58 President and Chief Executive 1966 1999
Officer of the Corporation and
President, Chairman of the Board
and Chief Executive Officer of
B&L Bank.
Steve Oliaro 52 Owner of Baker Memorials, Inc. 1989 1999
and sole proprietor of Custom
Grafix Design, both in Lexington,
Missouri.
Norman Vialle(3) 71 Retired owner and operator of 1964 2000
Maid-Rite Drive-In, Lexington,
Missouri.
Charles R. Wilcoxon 85 Retired businessman. 1962 2000
(footnotes on following page)
3
<PAGE>
<PAGE>
- -----------------
(1) At September 30, 1997.
(2) Includes service on the Board of Directors of B & L Bank.
(3) Norman Vialle is the uncle of E. Steva Vialle.
(4) Assuming re-election at the Meeting.
- ------------------------------------------------------------------------------
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
- ------------------------------------------------------------------------------
The Board of Directors of the Corporation conducts its business through
meetings and of the Board and its committees. During the fiscal year ended
September 30, 1997, the Board of Directors of the Corporation held eight
meetings. No director of the Corporation attended fewer than 75% of the total
meetings of the Board and committees on which such Board member served during
this period.
The entire Board of Directors functions as an audit committee to receive
and review reports prepared by the Corporation's outside auditor and as a
compensation committee to review and establish annual employee salary
increases and bonuses. During the fiscal year ended September 30, 1997, the
Board of Directors met one time in its capacity as an audit committee and one
time in its capacity as a compensation committee.
- ------------------------------------------------------------------------------
DIRECTORS' COMPENSATION
- ------------------------------------------------------------------------------
All of the Directors of the Corporation currently serve on the Board of
Directors of B&L Bank. Directors of B&L Bank received a fee of $625 per month
during the year ended September 30, 1997. No additional compensation is paid
for service on the Board of Directors of the Corporation.
B&L Bank has adopted a retirement plan to help ensure the retention of
directors of experience and ability in key positions of responsibility by
providing such directors with a retirement benefit upon their retirement from
the Board of Directors. The plan provides that a director who retires from
the Board with specified years of service will be designated a director
emeritus and continue to receive the compensation payable to members of the
Board for a period of five years following retirement. The same benefit would
be payable to the director (or his designated beneficiary) in the event of his
death or disability while serving on the Board if the director was otherwise
eligible to receive the normal retirement benefit. In the event of a change
in control of B&L Bank (as defined in the plan), the plan provides that all
directors would be deemed retired and the then present value of the normal
retirement benefit would be payable in a lump sum to each director on the
effective date of the change in control.
During the year ended September 30, 1997, each non-employee director
received a grant of 2,530 shares of restricted stock at no cost to the
director under the Corporation's 1996 Management Recognition and Development
Plan. Each non-employee director also received options to acquire 6,325
shares of Common Stock at an exercise price of $15.125 under the Corporation's
1996 Stock Option Plan. Both the restricted stock and the stock options vest
ratably over a five-year period.
- ------------------------------------------------------------------------------
EXECUTIVE COMPENSATION
- ------------------------------------------------------------------------------
Summary Compensation Table. The following information is furnished for
the Chief Executive Officer of the Corporation. No other executive officer of
the Corporation or its subsidiaries received salary and bonuses in excess of
$100,000 during the fiscal year ended September 30, 1997.
4
<PAGE>
<PAGE>
<TABLE> Long-Term Compensation
-----------------------
Annual Compensation Awards
------------------------------------- -----------------------
Restricted Securities
Name and Other Annual Stock Underlying All Other
Position Year Salary($) Bonus($) Compensation($) Award($) Options(#) Compensation($)
- -------- ---- --------- -------- --------------- -------- ---------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
Erwin Oetting, Jr., 1997 $74,000 $7,187 9,880(2) $191,331 25,300(3) $38,414(4)
President and Chief 1996 71,899 7,055 10,073 -- -- --
Executive Officer 1995 70,849 6,875 7,565 -- -- --
</TABLE>
<PAGE>
___________
(1) Does not include certain additional benefits, the aggregate amounts of
which do not exceed 10% of total annual salary and bonus.
(2) Consists of directors' fees of $7,500 and a $2,380 salary received from
B&L Bank's service corporation.
(3) Represents the total value of the award of 12,650 shares of restricted
stock on June 11, 1997, which award will vest ratably over a five-year
period. At September 30, 1997, the value of the unvested restricted
stock award was $205,563. Dividends will be paid on the restricted
stock.
(4) Represents employer contribution to ESOP.
Options Grants in Last Fiscal Year
The following table sets forth information regarding stock option grants
to Mr. Oetting during the year ended September 30, 1997.
Percent of
Number of Total Options
Securities Granted to
Underlying Employees in Exercise Expiration
Name Options Granted (#) Fiscal Year Price ($) Date
---- ------------------- ----------- --------- ----
Erwin Oetting, Jr. 25,300 40% $15.125 6/11/07
Option Exercise/Value Table
The following information with respect to options exercised during the
fiscal year ended September 30, 1997 and remaining unexercised at the end of
the fiscal year, is presented for Mr. Oetting.
<PAGE>
<PAGE>
<TABLE>
Value of Unexercised
Number of Securities In-the-Money Options
Shares Underlying Unexercised Options at Fiscal Year End ($)
Acquired on Value ------------------------------ -----------------------------
Name Exercise (#) Realized($) Exercisable Unexercisable Exercisable Unexercisable
- ---- ------------ ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Erwin Oetting, Jr. -- -- -- 25,300 -- $28,463
</TABLE>
<PAGE>
Employment Agreements. The Corporation and B&L Bank (collectively, the
"Employers") have entered into a three-year employment agreement with Mr.
Oetting. Under the agreement, the salary level for Mr. Oetting is $75,498,
which amount will be paid by B&L Bank and may be increased at the discretion
of the Board of Directors or an authorized committee of the Board. In
determining the salary level for Mr. Oetting, the Board will consider
compensation levels for similarly situated executives at comparable
institutions, the financial performance of B&L Bank, as well as his individual
performance. On each anniversary of the commencement date of the agreement,
the term of the agreement may be extended for an additional year. The
agreement is terminable by the Employers at any time or upon the occurrence of
certain events specified by federal regulations.
5
<PAGE>
<PAGE>
The employment agreement provides for severance payments and other
benefits in the event of involuntary termination of employment in connection
with any change in control of the Employers. Severance payments also will be
provided on a similar basis in connection with a voluntary termination of
employment where, subsequent to a change in control, Mr. Oetting is assigned
duties inconsistent with his positions, duties, responsibilities and status
immediately prior to such change in control. The term "change in control" is
defined in the agreement as having occurred when, among other things, (a) a
person other than the Corporation purchases shares of Common Stock pursuant to
a tender or exchange offer for such shares, (b) any person (as such term is
used in Sections 13(d) and 14(d)(2) of the Exchange Act) is or becomes the
beneficial owner, directly or indirectly, of securities of the Corporation
representing 25% or more of the combined voting power of the Corporation's
then outstanding securities, (c) the membership of the Board of Directors
changes as the result of a contested election, or (d) shareholders of the
Corporation approve a merger, consolidation, sale or disposition of all or
substantially all of the Corporation's assets, or a plan of partial or
complete liquidation.
The severance payment from the Employers will equal 2.99 times the
executive's average annual compensation during the five-year period preceding
the change in control. Such amount will be paid in a lump sum within 10
business days following the termination of employment. Assuming that a change
in control had occurred at September 30, 1997, Mr. Oetting would have been
entitled to severance payments of approximately $228,644. Section 280G of the
Internal Revenue Code of 1986, as amended ("Code") states that severance
payments that equal or exceed three times the base compensation of the
individual are deemed to be "excess parachute payments" if they are contingent
upon a change in control. Individuals receiving excess parachute payments are
subject to a 20% excise tax on the amount of such excess payments, and the
Employers would not be entitled to deduct the amount of such excess payments.
The agreement restricts the executive's right to compete against the
Employers for a period of one year from the date of termination of the
agreement if Mr. Oetting voluntarily terminates employment, except in the
event of a change in control.
The Employers have also entered into employment agreements with other
executive officers of the Corporation and B&L Bank on substantially similar
terms.
Salary Continuation Agreements. B&L Bank has entered into a salary
continuation agreement with Mr. Oetting to ensure his continued service with
B&L Bank through retirement and to provide him with additional financial
security at retirement. The agreement provides that if Mr. Oetting remains
employed by B&L Bank through the retirement age specified in the agreement,
B&L Bank will provide him with monthly benefits of $2,917 for a period of 180
months following retirement. The agreement provides for retirement at age 60
for Mr. Oetting. Under the agreement, Mr. Oetting will vest ratably in his
salary continuation benefit over the number of years remaining to the
specified retirement age. However, in the event of a change in control of the
Corporation or B&L Bank (as defined in the agreements), Mr. Oetting would be
fully vested as of the effective date of the change in control. In the event
that Mr. Oetting terminates his employment with the Corporation or B&L Bank
prior to the specified retirement age, the retirement benefit will be reduced
to the amount of the vested benefit on the date of termination. In the event
of the Mr. Oetting's death while employed by the Corporation or B&L Bank, his
designated beneficiary will receive the same benefit as Mr. Oetting had
retired at the specified retirement age.
Defined Benefit Plan. B&L Bank is a participant in the Financial
Institution Retirement Fund ("FIRF"), a multi-employer, non-contributory
defined benefit retirement plan. The FIRF plan covers all employees who have
completed one year of service and have attained the age of 21 years and
provides for monthly retirement benefits determined based on the employee's
base salary and years of service after June 1, 1988. The normal retirement
age is 65 and the early retirement age is before age 65, but generally after
age 55. Normal retirement benefits are equal to 2.0% multiplied by the years
of service to B&L Bank and the employee's average salary for the five highest
consecutive years preceding retirement. Benefits under the plan are not
subject to offset for social security benefits. If an employee elects early
retirement, but defers the receipt of benefits until age 65, the formula for
computation of early retirement benefits is the same as if the employee had
retired at the normal retirement age. However, if the
6
<PAGE>
<PAGE>
employee elects early retirement and receives benefits prior to age 65,
benefits are reduced by applying an early retirement factor based on the
number of years the early retirement date precedes age 65. If a participant
terminates employment prior to the normal retirement date or early retirement
date as a result of disability, the participant would receive the vested
percentage of benefits at the participant's normal retirement date. Separate
actuarial valuations are not made for individual members of the plan. Pension
costs and funding include normal costs. According to FIRF, plan assets
exceeded vested benefits as of June 30, 1995, the date of the most current
actuarial valuation. Pension expense for the fiscal year ended September 30,
1997 was $35,500. As of September 30, 1997, Mr. Oetting had 9.5 years of
credited service under the plan.
The following table illustrates annual pension benefits payable at normal
retirement age, based on various levels of compensation and years of service.
Years of Service
Highest Five Year -------------------------------------------------------
Annual Compensation 5 10 15 25 35
- ------------------- -------------------------------------------------------
$ 10,000. . . . . . 1,000 2,000 3,000 5,000 7,000
20,000. . . . . . 2,000 4,000 6,000 10,000 14,000
30,000. . . . . . 3,000 6,000 9,000 15,000 21,000
40,000. . . . . . 4,000 8,000 12,000 20,000 28,000
60,000. . . . . . 6,000 12,000 18,000 30,000 42,000
80,000. . . . . . 8,000 16,000 24,000 40,000 56,000
100,000. . . . . . 10,000 20,000 30,000 50,000 70,000
120,000. . . . . . 12,000 24,000 36,000 60,000 84,000
- ------------------------------------------------------------------------------
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
- ------------------------------------------------------------------------------
Section 16(a) of the Exchange Act requires the Corporation's executive
officers and directors, and persons who beneficially own more than 10% of any
registered class of the Corporation's equity securities, to file reports of
ownership and changes in ownership with the SEC. Executive officers,
directors and greater than 10% shareholders are required by regulation to
furnish the Corporation with copies of all Section 16(a) forms they file.
Based solely on a review of the forms it has received and written
representations provided to the Corporation by the above referenced persons,
the Corporation believes that during the fiscal year ended September 30, 1997
all filing requirements applicable to its reporting officers, directors and
greater than ten percent beneficial owners were properly and timely complied
with.
- ------------------------------------------------------------------------------
TRANSACTIONS WITH MANAGEMENT
- ------------------------------------------------------------------------------
Federal regulations require that all loans or extensions of credit to
executive officers and directors must generally be made on substantially the
same terms, including interest rates and collateral, as those prevailing at
the time for comparable transactions with other persons (unless the loan or
extension of credit is made under a benefit program generally available to all
other employees and does not give preference to any insider over any other
employee) and must not involve more than the normal risk of repayment or
present other unfavorable features. The Corporation's policy is not to make
any new loans or extensions of credit to executive officers and directors at
different rates or terms than those offered to the general public. In
addition, loans made to a director or executive officer in an amount that,
when aggregated with the amount of all other loans to such person and his
related interests, are in excess of the greater of $25,000 or 5% of capital
and surplus (up to a maximum of $500,000) must be approved in advance by a
majority of the disinterested members of the Board of Directors.
7
<PAGE>
<PAGE>
- ------------------------------------------------------------------------------
INDEPENDENT AUDITORS
- ------------------------------------------------------------------------------
Moore, Horton & Carlson, P.C. served as the Corporation's independent
public accountants for the 1997 fiscal year. The Board of Directors has
appointed Moore, Horton & Carlson, P.C. to be its auditors for the 1998 fiscal
year. A representative of Moore, Horton & Carlson, P.C. is expected to be
present at the Annual Meeting to respond to appropriate questions from
shareholders and will have the opportunity to make a statement should he
desire to do so.
- ------------------------------------------------------------------------------
OTHER MATTERS
- ------------------------------------------------------------------------------
The Board of Directors of the Corporation is not aware of any business to
come before the Annual Meeting other than those matters described in this
Proxy Statement. However, if any other matters should properly come before
the Annual Meeting, it is intended that proxies in the accompanying form will
be voted in respect thereof in accordance with the judgment of the person or
persons voting the proxies.
- ------------------------------------------------------------------------------
MISCELLANEOUS
- ------------------------------------------------------------------------------
The cost of solicitation of proxies will be borne by the Corporation.
The Corporation will reimburse brokerage firms and other custodians, nominees
and fiduciaries for reasonable expenses incurred by them in sending proxy
materials to the beneficial owners of the Common Stock. In addition to
solicitations by mail, directors, officers and regular employees of the
Corporation may solicit proxies personally or by telephone without additional
compensation. The Corporation also has retained Regan & Associates, New York,
New York, to assist in soliciting proxies at a cost of $2,500 plus expenses up
to $1,250.
The Corporation's Annual Report to Shareholders, including financial
statements, has been mailed to all shareholders of record as of the close of
business on December 8, 1997. Any shareholder who has not received a copy of
such Annual Report may obtain a copy by writing to the Secretary of the
Corporation. The Annual Report is not to be treated as part of the proxy
solicitation material or as having been incorporated herein by reference.
A copy of the Corporation's Form 10-KSB for the fiscal year ended
September 30, 1997, as filed with the Securities and Exchange Commission, will
be furnished without charge to shareholders as of the record date upon written
request to E. Steva Vialle, Corporate Secretary, Lexington B & L Financial
Corp., 919 Franklin Avenue, Lexington, Missouri 64067.
- ------------------------------------------------------------------------------
SHAREHOLDER PROPOSALS
- ------------------------------------------------------------------------------
Proposals of shareholders intended to be presented at the Corporation's
annual meeting to be held in 1999 must be received by the Corporation no later
than August 14, 1998, to be considered for inclusion in the proxy materials
and form of proxy relating to such meeting. Any such proposals shall be
subject to the requirements of the proxy rules adopted under the Exchange Act.
The Corporation's Bylaws provide that if a shareholder intends to
nominate a candidate for election as a director, the shareholder must deliver
written notice of his or her intention to the Secretary of the Corporation not
less than thirty days nor more than sixty days prior to the date of a meeting
of shareholders; provided, however, that if less than forty days' notice or
prior public disclosure of the date of the meeting is given or made to
shareholders, such written notice must be delivered to the Secretary of the
Corporation not later than the close of the tenth day following the day on
which notice of the meeting was mailed to shareholders or such public
disclosure was made. The notice must set forth all information as would be
required to be included in a proxy statement soliciting proxies
8
<PAGE>
<PAGE>
for the election of the proposed nominee pursuant to the Exchange Act,
including, without limitation, such person's written consent to being named in
the proxy statement as a nominee and to serving as a director, if elected,
and, as to the shareholder giving such notice, his or her name and address as
they appear on the Corporation's books, and the class and number of shares of
the Corporation which are beneficially owned by such shareholder.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ E. Steva Vialle
E. STEVA VIALLE
SECRETARY
Lexington, Missouri
December 12, 1997
9
<PAGE>
<PAGE>
REVOCABLE PROXY
LEXINGTON B & L FINANCIAL CORP.
- ------------------------------------------------------------------------------
ANNUAL MEETING OF SHAREHOLDERS
JANUARY 13, 1998
- ------------------------------------------------------------------------------
The undersigned hereby appoints the entire Board of Directors as the
official Proxy Committee with full powers of substitution, as attorneys and
proxies for the undersigned, to vote all shares of common stock of Lexington B
& L Financial Corp. which the undersigned is entitled to vote at the Annual
Meeting of Shareholders, to be held at the main office of B & L Bank, 919
Franklin Avenue, Lexington, Missouri, on Tuesday, January 13, 1998, at 10:00
a.m., Central Time, and at any and all adjournments thereof, as follows:
VOTE
FOR WITHHELD
1. The election as directors of
all nominees listed below
(except as marked to the
contrary below). [ ] [ ]
E. Steva Vialle
Glenn H. Twente
INSTRUCTION: To withhold your vote
for any individual nominee, write
that nominee's name on the line below.
--------------------------------------
--------------------------------------
2. Such other matters as may properly come
before the Annual Meeting or any adjournments
thereof.
The Board of Directors recommends a vote "FOR" the above proposals.
This proxy also provides voting instructions to the Trustees of the B&L
Bank Employee Stock Ownership Plan for participants with shares allocated to
their accounts.
- ------------------------------------------------------------------------------
This proxy will be voted as directed, but if no instructions are specified,
this proxy will be voted for the propositions stated. If any other business
is presented at the Annual Meeting, this proxy will be voted by those named in
this proxy in their best judgment. At the present time, the Board of
Directors knows of no other business to be presented at the Annual Meeting.
- ------------------------------------------------------------------------------
PAGE
<PAGE>
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Should the undersigned be present and elect to vote at the Annual Meeting
of Shareholders or at any adjournment thereof and after notification to the
Secretary of the Corporation at the Meeting of the shareholder's decision to
terminate this proxy, then the power of said attorneys and proxies shall be
deemed terminated and of no further force and effect.
The undersigned acknowledges receipt from the Corporation prior to the
execution of this proxy of the Notice of Annual Meeting of Shareholders, a
proxy statement for the Annual Meeting of Shareholders, and the 1997 Annual
Report to Shareholders.
Dated: , 199___
------------------
- -------------------------------------- -----------------------------------
PRINT NAME OF SHAREHOLDER PRINT NAME OF SHAREHOLDER
- -------------------------------------- -----------------------------------
PRINT NAME OF SHAREHOLDER PRINT NAME OF SHAREHOLDER
Please sign exactly as your name appears on this proxy card. When signing as
attorney, executor, administrator, trustee or guardian, please give your full
title. If shares are held jointly, each holder should sign.
- ------------------------------------------------------------------------------
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED
POSTAGE-PREPAID ENVELOPE.
- ------------------------------------------------------------------------------
<PAGE>
