LEXINGTON B & L FINANCIAL CORP
SC 13D, 2000-06-09
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                  SCHEDULE 13D

                    UNDER THE SECURITIES EXCHANGE ACT OF 1934


                          LEXINGTON B&L FINANCIAL CORP.
--------------------------------------------------------------------------------
                                (Name of Issuer)


                                  Common Stock
--------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                    529017105
                       ----------------------------------
                                 (CUSIP Number)

                                 E. Steva Vialle
                        c/o Lexington B&L Financial Corp.
          919 Franklin Avenue, Lexington, Missouri 64067 (660) 259-2247
--------------------------------------------------------------------------------
      (Name, Address and Telephone Number of Person Authorized to Receive
                           Notices and Communications)

                                  June 6, 2000
--------------------------------------------------------------------------------
             (Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13(d)-1(e), 240.13d-1(f) or 240.13d- 1(g),
check the following box |_|.


                                                                 SEC 300 (07-98)


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                                            SCHEDULE 13D

CUSIP No. 529017105                              Page   2   of   6    Pages
                                                      -----    -----

--------------------------------------------------------------------------------
   1   NAME OF REPORTING PERSON
       I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

             E. Steva Vialle

--------------------------------------------------------------------------------
   2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                 (a) /_/
                                                                         (b) /_/
--------------------------------------------------------------------------------
   3   SEC USE ONLY
--------------------------------------------------------------------------------
   4   SOURCE OF FUNDS*

             PF;OO
--------------------------------------------------------------------------------
   5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
       ITEMS 2(d) or 2(e)                                                    /_/
--------------------------------------------------------------------------------
   6   CITIZENSHIP OR PLACE OF ORGANIZATION
             United States
--------------------------------------------------------------------------------
                    7   SOLE VOTING POWER
      NUMBER OF          22,192 (not including 10,626 shares subject to options)
       SHARES      -------------------------------------------------------------
    BENEFICIALLY    8   SHARED VOTING POWER
      OWNED BY           10,223
        EACH       -------------------------------------------------------------
      REPORTING     9   SOLE DISPOSITIVE POWER
       PERSON            12,743 (not including 10,626 shares subject to options)
        WITH       -------------------------------------------------------------
                   10   SHARED DISPOSITIVE POWER
                         10,223
--------------------------------------------------------------------------------
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

         43,041 Shares (including 10,626 shares subject to options)
--------------------------------------------------------------------------------
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |X|

--------------------------------------------------------------------------------
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);
             5.34%
--------------------------------------------------------------------------------
  14   TYPE OF REPORTING PERSON
             IN
--------------------------------------------------------------------------------



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Item 1.     Security and Issuer.
            -------------------

      This Schedule 13D relates to the shares of common stock, par value $0.01
per share, of Lexington B&L Financial Corp., ("Lexington"), a corporation
organized under the laws of the State of Missouri. The principal executive
offices of Lexington are located at 919 Franklin Avenue, Lexington, Missouri
64067.

Item 2.     Identity and Background.
            -----------------------

      This Schedule 13D is being filed by E. Steva Vialle, Executive Vice
President of Lexington. Mr. Vialle's business address is 919 Franklin Avenue,
Lexington, Missouri 64067. Mr. Vialle is a United States citizen. During the
past five years Mr. Vialle has not been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) nor has he been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and, as a result of such proceeding, been subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.

Item 3.     Source and Amount of Funds or Other Consideration.
            --------------------------------------------------

      7,277 shares were acquired by Mr. Vialle for a total of $72,770. All of
the funds used to purchase these shares were personal funds of Mr. Vialle.

      5,807 shares were acquired by Mr. Vialle as a result of his being
allocated such shares under the B&L Bank Employee Stock Ownership Plan. These
shares were acquired by Mr. Vialle without payment therefor.

      9,108 shares were acquired by Mr. Vialle as a result of his being awarded
such shares under Lexington's 1996 Management Development and Recognition Plan.
These shares were acquired by Mr. Vialle without payment therefor.

      10,626 shares may or will be acquired by Mr. Vialle upon his exercise of
stock options under Lexington's 1996 Stock Option Plan, which options are
exercisable within 60 days of June 6, 2000. The exercise price for each of these
shares is $15.125.



                                        3

<PAGE> 4




Item 4.     Purpose of Transaction.
            -----------------------

      The shares covered by this statement are being held for investment
purposes. Depending upon a continuing assessment and upon future developments,
the reporting person may determine from time to time or at any time to purchase
additional shares of Lexington or sell or otherwise dispose of some of the
shares. Other than in his capacity as the Executive Vice President of Lexington
and as a member of Lexington's Board of Directors, Mr. Vialle has no plans which
relate to or would result in:

      (a)   an extraordinary corporate transaction, such as a merger,
            reorganization or liquidation, involving Lexington or any of its
            subsidiaries;

      (b)   a sale or transfer of a material amount of assets of Lexington or
            any of its subsidiaries;

      (c)   any change in the present Board of Directors or management of
            Lexington, including any plans or proposals to change the number or
            term of directors or to fill any existing vacancies on the board;

      (d)   any material change in the present capitalization or dividend policy
            of Lexington;

      (e)   any other material change in Lexington's business or corporate
            structure;

      (f)   changes in Lexington's charter or bylaws or instruments
            corresponding thereto or other actions which may impede the
            acquisition of control of Lexington by any person;

      (g)   causing a class of securities of Lexington to be delisted from a
            national securities exchange or to cease to be authorized to be
            quoted in an inter-dealer quotation system of a registered national
            securities association;

      (h)   a class of equity securities of Lexington becoming eligible for
            termination of registration pursuant to Section 12(g)(4) of the Act;
            or

      (i)   any action similar to any of these enumerated above.



                                        4

<PAGE> 5




Item 5.     Interest in Securities of the Issuer.
            ------------------------------------

      (a)   43,041 shares are beneficially owned by the reporting person as of
            the date of this statement, including 10,626 shares that Mr. Vialle
            has the right to acquire pursuant to exercisable options,
            representing 5.34% of the total shares issued and outstanding of
            Lexington's common stock. The aggregate amount reported as
            beneficially owned in Row 11 does not include shares held in trust
            by the B&L Bank Employee Stock Ownership Plan of which Mr. Vialle is
            a trustee. Mr. Vialle disclaims beneficial ownership of the shares
            held in trust by the B&L Bank Employee Stock Ownership Plan (other
            than such shares that have been allocated to him under such plan).

      (b)   The reporting person has sole voting power over 22,192 shares, which
            includes 3,642 shares of unvested restricted stock and 5,807 shares
            allocated to Mr. Vialle's account under the B&L Bank Employee Stock
            Ownership Plan.

            The reporting person has sole dispositive power with respect to
            12,743 shares.

            The reporting person has shared voting and dispositive power over
            10,223 shares, which includes 223 shares owned by Mr. Vialle's
            spouse and 10,000 shares by Mr. Vialle's mother.

      (c)   The reporting person has not acquired any shares of Lexington common
            stock within the past 60 days.

      (d)   Not applicable.

      (e)   Not applicable.

Item 6. Contracts, Arrangements, Understandings, or Relationships with Respect
        ----------------------------------------------------------------------
        to Securities of the Issuer.
        ---------------------------

        There are not contracts, arrangements, understandings or relationships
        between Mr. Vialle and any person with respect to any securities of
        Lexington.

Item 7. Material to be Filed as Exhibits.
        --------------------------------

        None.





                                        5

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                                    SIGNATURE
                                    ---------


      After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.




                                       By:  E. Steva Vialle
                                           ----------------------------
                                           E. Steva Vialle


Date: June 9, 2000










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