U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-KSB/A
Amendment No. 1
[ X ] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For The Fiscal Year ended December 31, 1997
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For The Transition Period from _______ to _______
Commission File Number 0-22471
LUXEMBURG BANCSHARES, INC.
(Name of Small Business Issuer in Its Charter)
Wisconsin 39-1457904
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
630 Main Street, Luxemburg, Wisconsin 54217
(Address of Principal Executive Offices) (Zip Code)
Issuer's telephone number (920) 845-2345
Securities registered under Section 12(b) of the
Exchange Act: None
Securities registered under Section 12(g) of the
Exchange Act:
Common Stock, par value $1.00 per share
(Title of Class)
Check whether the issuer (1) filed all reports required
to be filed by Section 13 or 15(d) of the Exchange Act
during the past 12 months (or shorter period that the
registrant was required to file such reports), and (2)
has been subject to such filing requirements for the
past 90 days. Yes X No _____
Check if there is no disclosure of delinquent filers in
response to Item 405 of regulation S-B is not contained
in this form, and no disclosure will be contained, to
the best of the registrant's knowledge, in definitive
proxy or information statements incorporated by
reference in Part III of this form 10-KSB or any
amendment to this Form 10-KSB. [ X ]
Issuer's revenues for the year ended December 31, 1997.
$7,109,961.
The aggregate market value (determined using the book
value per share) of common stock held by non-affiliates
of the registrant as of March 9, 1998 was $6,845,084.
The number of shares outstanding of the registrant's
common stock as of March 9, 1998 was 243,501.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the definitive Proxy Statement dated March
30, 1998 to be delivered to shareholders in connection
with the Annual Meeting of Shareholders to be held May
2, 1998 are incorporated by reference into Part III.
<PAGE>
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND
RELATED SHAREHOLDER MATTERS.
There is no established public trading market for
the Common Stock and such trading activity, as it
occurs, takes place in privately negotiated
transactions.
At December 31, 1997 there were approximately 521
shareholders of record of the Common Stock.
The Company has paid the following cash dividends
on its shares of Common Stock since 1993:
Year Ended December 31 Dividends Per Share
1993 $0.52
1994 $0.57
1995 $0.69
1996 $0.76
1997 $0.85
In determining the dividends to be paid, the Board
of Directors will examine the then-existing
circumstances, including the Company's rate of growth,
profitability, financial condition, existing and
anticipated capital requirements, the amount of funds
legally available for the payment of dividends,
regulatory constraints and such other factors as the
Board determines relevant. The primary source of funds
for payment of dividends by the Company is dividends
paid to the Company by the Bank. The Bank is limited
by Wisconsin statute in the amount of dividends it is
allowed to pay. Under the law, a bank may pay
dividends from its undivided profits after making
provision for payment of all expenses, losses, required
reserves, taxes and interest accrued or due from the
bank. If a bank has declared and paid dividends in
either of two preceding years in excess of its net
income in such year, it may not declare or pay any
dividend which exceeds year-to-date net income except
with the written approval of DFI.
In January 1997, the Company sold 315 shares of
Common Stock that were not registered under the
Securities Act of 1933, as amended ("Securities Act").
The shares were sold to employees of the Company in
lieu of cash bonuses aggregating approximately $10,080.
The transactions were exempt from registration under
the Securities Act pursuant to Rule 701, as the Common
Stock was sold by the Company to employees of the Bank
pursuant to a written compensatory benefit plan. The
sales of Common Stock related to services rendered and
were not in connection with capital raising
transactions. At the time of the sales, the Company was
not a reporting company under the Securities Exchange
Act of 1934, as amended.
The transactions were also exempt pursuant to
Section 3(a)(11) under the Securities Act as involving
an intrastate offering of securities only to employees
of the Bank resident in the state of Wisconsin.
On December 18, 1997, the Company sold an
additional 450 shares to officers and employees of the
Company in lieu of cash bonuses aggregating
approximately $15,525. The transaction was exempt from
registration under the Securities Act pursuant to
Section 3(a)(11) thereof as involving an offering of
securities only to employees of the Bank resident in
the State of Wisconsin.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or
15(d) 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 this 22nd day of May, 1998.
LUXEMBURG BANCSHARES, INC.
By: /s/ John A. Slatky
-------------------------
John A. Slatky,
President and Chief
Executive Officer
By: /s/ Thomas L. Lepinski
--------------------------
Thomas L. Lepinski, C.P.A.
Treasurer (Principal
Financial and Accounting
Officer)
