FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 1, 1997
Lexington B & L Financial Corp.
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(Exact name of registrant as specified in its charter)
Missouri 0-28120 43-1739555
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State or other jurisdiction Commission (I.R.S. Employer
of incorporation File Number Identification No.)
919 Franklin Ave., Lexington, Missouri 64067
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number (including area code) (816) 259-2247
Not Applicable
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(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets
On October 1, 1997, Lexington B & L Financial Corp. ("Corporation")
consummated the previously announced acquisition of Lafayette Bancshares, Inc.
("Lafayette") and its subsidiary Lafayette County Bank of Lexington/Wellington,
Lexington, Missouri ("Lafayette County Bank"). The acquisition was accomplished
by the merger of Lafayette into a wholly-owned subsidiary of the Corporation
formed for that purpose, which was subsequently merged into the Corporation.
Lafayette County Bank will continue to operate as a subsidiary of the
Corporation. Pursuant to the terms of the merger agreement, each share
of Lafayette common stock was converted into the right to receive .0851 share of
the Corporation's common stock and $.92 in cash. The Corporation will issue
approximately 96,120 shares and pay approximately $1,039,140 in exchange for all
of the outstanding shares of Lafayette common stock. Based on the last reported
sale price of the Corporation's common stock on September 30, 1997, such shares
had an aggregate value of approximately $1,562,000. Cash will be paid in lieu
of fractional shares. Lafayette County Bank operates three branches in the
State of Missouri and at June 30, 1997 had assets of $33.2 million.
Additional information concerning the acquisition is contained in the press
release issued by the Corporation on October 1, 1997, attached hereto as Exhibit
99 and incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of Business Acquired
Lafayette's unaudited Consolidated Statements of Financial Condition as of
December 31, 1996 and 1995 and Consolidated Statements of Income, Stockholders'
Equity and Cash Flows for the years ended December 31, 1996 and 1995 and notes
thereto are incorporated herein by reference to pages F-31 through F-49 of the
Prospectus/Proxy Statement contained in the Corporation's Registration Statement
on Form S-4 (No. 333-28175).
Lafayette's unaudited Consolidated Statement of Financial Condition as of
September 30, 1997, Consolidated Statements of Income for the nine months ended
September 30, 1997 and 1996 and Consolidated Statements of Cash Flows for the
nine months ended September 30, 1997 and 1996 will be filed by amendment to this
Current Report on Form 8-K as soon as practicable, but not later than 60 days
after the date this report is required to be filed, or December 15, 1997.
(b) Pro Forma Financial Information
Unaudited pro forma condensed combined financial statements reflecting
consummation of the acquisition will be filed by amendment to this Current
Report on Form 8-K as soon as practicable, but not later than 60 days after the
date this report is required to be filed, or December 15, 1997.
Exhibit
99 Press Release dated October 1, 1997
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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, hereunto duly authorized.
LEXINGTON B & L FINANCIAL CORP.
DATE: October 9, 1997 By: /s/ Erwin Oetting, Jr.
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Erwin Oetting, Jr.
President
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Exhibit 99
*PRESS RELEASE*
FOR IMMEDIATE RELEASE:
October 1, 1997
CONTACT: Erwin Oetting, Jr., CEO and President
Lexington B & L Financial Corp.
(816) 259-2247
LEXINGTON B & L FINANCIAL CORP.
COMPLETES ACQUISTION OF LAFAYETTE BANCSHARES
Lexington, Missouri, October 1, 1997 -- Lexington B & L Financial Corp.
(Nasdaq SmallCap: LXMO), the holding company for B & L Bank, today announced
that it completed its acquisition of Lafayette Bancshares, Inc., the holding
company for Lafayette County Bank. As a result of the transaction, Lafayette
County Bank has become a subsidiary of Lexington B & L Financial Corp.
In the transaction, Lafayette shareholders will receive $0.92 in cash and
.0851 shares of Lexington common stock for each share of Lafayette common stock.
Lexington expects to pay approximately $1,039,140 and issue 96,120 shares to
Lafayette shareholders.
Lafayette County Bank, headquartered in Lexington, Missouri, had total
assets of $33.2 million at June 30, 1997. It has three full service offices,
one in Lexington, one in Wellington and one in Callao, Missouri.
"We are excited to have completed this transaction," stated Erwin Oetting,
Jr., President and Chief Executive Officer of Lexington. "With Lafayette County
Bank's expertise in commercial and consumer lending and B & L Bank's expertise
in mortgage lending, we look forward to providing an enhanced range of community
banking services to the customers of both banks."
B & L Bank, which completed its conversion from the mutual to stock form in
June 1996, is located in Lexington, Missouri. At June 30, 1997, Lexington had
total assets of $59.2 million and total stockholders' equity of $16.8 million.
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