FIRST LINCOLN BANCSHARES INC
8-K, 1998-04-09
SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED
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                                 UNITED STATES
                      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) April 9, 1998
                                                         -------------

                         FIRST LINCOLN BANCSHARES INC.
                         -----------------------------

            (Exact name of registrant as specified in its charter)

      Delaware                           1-13847                  47-0221753
      --------                        ------------                ----------
(State or other Jurisdiction of       (Commission              (IRS Employer
incorporation or organization)        File Number)           Identification No.)

                  13th and "N" Streets, Lincoln, Nebraska 68508
                  ---------------------------------------------
                     (Address of principal executive offices)

                                (402) 475-0521
                                --------------
               (Issuer's telephone number, including area code)

                                Not Applicable
                                --------------
        (Former name or former address, if changed since last report.)














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ITEM 5.                       OTHER EVENTS.
                              -------------

      On April 6, 1998, First Federal Lincoln Bank (the "Bank"), the Company's
principal subsidiary, announced the suspension of its conversion from mutual to
stock form.

      A press release announcing the suspension is attached as Exhibit 99.1.

Exhibit 99.1   Press Release dated April 6, 1998.


                                  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.


Dated:    April 9, 1998               By: /s/ Gilbert G. Lundstrom
                                          -------------------------------------
                                          Gilbert G. Lundstrom
                                          President and Chief Executive Officer




Dated:    April 9, 1998               By: /s/ Eugene B, Witkowicz
                                          -----------------------
                                          Eugene B. Witkowicz
                                          Executive Vice President, Treasurer
                                           and Chief Financial Officer








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EXHIBIT 99.1     PRESS RELEASE




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     NEWS FROM                              For further information, please call

                                                      Gil Lundstrom
                                                      President & CEO
       FIRST                                          (402)473-6239
      FEDERAL
     LINCOLN BANK                                     April 6, 1998

                                                      FOR IMMEDIATE RELEASE

     Home Office: 1235 N Street
          Lincoln NE 68508
   (402) 475-0521   1-800-288-0722


                FIRST FEDERAL LINCOLN SUSPENDS STOCK OFFERING
                         AND DELAYS SPECIAL MEETING

   The Board of Directors of First Federal Lincoln Bank announced today that it

has suspended the conversion of the mutual savings bank to stock ownership.

   The Bank has been in the process of converting for several months and due to

unforeseen complications relating to customer subscription rights it became

necessary to suspend the offering.  The delay is expected to allow adequate time

to address customer questions and further analyze the conversion process.

   Any funds received by the Bank prior to today's announcement for the purchase

of stock will be returned promptly with interest. A new offering process will be

implemented and a new special meeting of members will be scheduled only after

all issues are reviewed and addressed. The stock offering and proxy solicitation

for the special meeting is expected to proceed in the next few months.

   "We certainly apologize for any inconvenience this may have caused our

customers," Gil Lundstrom, President and Chief Executive Officer said.

                                     -more-


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     At issue are subscription rights of customers at the Iowa stock subsidiary

the Lincoln, Nebraska-based bank owns. The Bank will determined the composition

of the class of eligible account holders before further proceeding with the

stock offering and rescheduling the special meeting.

   "The Board felt that it was in the best interest of all concerned to cease

the offering at this time rather than face any possible legal complications that

might jeopardize the entire conversion process," Lundstrom said. "If the plan of

conversion, including composition of the class of eligible account holders,

change materially, we will republish the revised plan of conversion for

comment," Lundstrom added.

     Lundstrom stated he expects these issues to be resolved in an expeditious

manner and hopes to introduce a new stock offering later this summer.

   First Federal Lincoln Bank is $1.0 billion financial institution with offices

in Nebraska and Kansas and the parent of a $130 million Iowa bank subsidiary.

The Bank announced its intention to convert from mutual to stock ownership in

October 1997.



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