UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 22)*
LATSHAW ENTERPRISES, INC.
(Name of Issuer)
COMMON STOCK, $2.00 PAR VALUE PER SHARE
(Title of Class of Securities)
518399100
(CUSIP Number)
JOHN LATSHAW
5049 WORNALL, APT. 2C
KANSAS CITY, MISSOURI 64112
(816) 361-6161
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
JULY 17, 1996
(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 Rule 13d-
1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the
statement / /. (A fee is not required only if the reporting
person: (1) has a previous statement on file reporting beneficial
ownership of more than five percent of the class of securities
described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of
such class. See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13D
CUSIP NO. 518399100
1 Name of Reporting Person
SS or IRS Identification No. of Above Person
JOHN LATSHAW ###-##-####
2. Check the appropriate Box if a Member of a Group (a) / /
(b) /X/
3. SEC Use Only
4. Source of Funds
BK
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 OF AMERICA
7. Sole Voting Power
170,834
8. Shared Voting Power
88,000
9. Sole Dispositive Power
446,986
10. Shared Dispositive Power
266,000
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
720,834
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares / /
13. Percent of Class Represented by Amount in Row (11)
75.1%
14. Type of Reporting Person
IN
INTRODUCTION
This Amendment No. 22 is the third electronic amendment to
the reporting person's paper format Schedule 13D. Unless
otherwise provided, all terms used herein which have been defined
in the Schedule 13D or any prior amendments thereto have the same
meanings as used herein.
ITEM 1. SECURITY AND ISSUER.
No material change.
ITEM 2. IDENTITY AND BACKGROUND.
No material change.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
No material change, except as follows:
The aggregate amount of consideration for the purchases by
Mr. Latshaw reported in Item 5(c) was $122,387.50. The source of
the funds used for the purchase of Shares reported herein
was funds borrowed by Mr. Latshaw for such purpose pursuant
to a line of credit with a commercial bank. The transaction
is more fully described in Item 6 hereof.
ITEM 4. PURPOSE OF TRANSACTION.
No material change.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Mr. Latshaw beneficially owned 720,834 Shares on
July 19, 1996, which he believes to be 75.1% of the entire class
of Shares of the Issuer. The amount beneficially owned includes
278,000 Shares which Mr. Latshaw has the present right to acquire
upon conversion of Debentures owned by him, 6,000 Shares which
Mr. Latshaw has the present right to acquire pursuant to the 1987
Employee Stock Benefit Plan, 1,848 Shares allocated to Mr.
Latshaw's account in the Company's ESOP which Mr. Latshaw has the
right to vote and 266,000 Shares owned by Con-Lib Holding
Company, a Missouri general partnership (the "Partnership"). Mr.
Latshaw holds a 50.2% interest in the Partnership. Mr. Latshaw
owns no additional Shares beneficially.
(b) No material change, except as follows:
Mr. Latshaw has sole power to vote and dispose of
168,986 Shares owned by him personally, sole power to dispose of
Debentures owned by him personally which are convertible into
278,000 Shares, sole power to vote 1,848 Shares allocated to Mr.
Latshaw's account in the Company's ESOP and shared power to vote
88,000 Shares and to dispose of 266,000 Shares beneficially owned
by the Partnership.
(c) Mr. Latshaw purchased on the open market 9,300 Shares
of the Issuer at a price of $7.625 per Share on July 17, 1996 and
7,100 Shares of the Issuer at a price of $7.25 per Share on July
19, 1996.
(d) No material change.
(e) No material change.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
No material change, except as follows:
As previously reported, Mr. Latshaw has executed a
Promissory Note and is a party to a Security Agreement with a
commercial bank. Mr. Latshaw used advances under the line of
credit created thereby to make the purchases of Shares described
in Item 5(c) hereof. None of the Shares or Debentures owned by
Mr. Latshaw are pledged pursuant to the Security Agreement.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1. Stock Option Agreement, dated February 3,
1993 (incorporated herein by reference
from Exhibit 1 to Amendment No. 20 to the
Schedule 13D, dated July 2, 1996).
Exhibit 2. Con-Lib Holding Company Partnership Agreement
dated November 16, 1993 (incorporated herein
by reference from Exhibit 2 to Amendment No.
19 to the Schedule 13D, dated February 25,
1994).
Exhibit 3. Loan Agreement and Security Agreement dated
February 10, 1994 by and between Con-Lib
Holding Company and John Latshaw, Trustee
U/D/T Dated January 22, 1993 (incorporated
herein by reference from Exhibit 3 to
Amendment No. 19 to the Schedule 13D, dated
February 25, 1994).
Exhibit 4. Form of Debenture issued to Mr. Latshaw
(incorporated herein by reference from
Exhibit 4(a) to Post-Effective Amendment No.
1 to the Registration Statement on Form S-2
of the Issuer, Registration No. 33-51008,
filed with the Commission on October 8,
1992).
Exhibit 5. Indenture, dated October 6, 1992, by and
between the Issuer and Mark Twain Bank
(incorporated herein by reference from
Exhibit 4(a) to Post-Effective Amendment No.
1 to the Registration Statement on Form S-2
of the Issuer, Registration No. 33-51008,
filed with the Commission on October 8,
1992).
The Promissory Note and Security Agreement pursuant to which
Mr. Latshaw obtained a secured loan to purchase Shares were
previously filed with Amendment No. 20 to Schedule 13D in paper
format pursuant a Request to Withhold Bank Documents from Public
Disclosure.
<PAGE>
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.
July 19, 1996 __________________________
/s/John Latshaw
