UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
LINCOLN FINANCIAL BANCORP, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
(CUSIP Number)
Caryn F. Price
Wyatt, Tarrant & Combs
2800 Citizens Plaza
LOUISVILLE, KENTUCKY 40202
(502) 562-7245
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
SEPTEMBER 5, 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 this statement /___/.
<PAGE>
13D
1. Name of Reporting Person.................First Southern Bancorp, Inc.
S.S. OR I.R.S. Identification No.
of above person.......................................
2. Check the appropriate box if a member of a group:
........................................................a/___/ b/___/
3. SEC USE ONLY
4. Source of Funds (see instructions).............................WC, SC
5. Check box if disclosure
of legal proceedings is
required pursuant to
Items 2(d) or 2(e)............................................./___/
6. Citizenship or place
of organization.............................................Kentucky
Number of Shares beneficially
owned by each reporting person
with:
7. Sole Voting Power..............436,457 shares of common stock
8. Shared Voting Power.........................................0
9. Sole Dispositive Power.........436,457 shares of common stock
10. Shares Dispositive Power....................................0
11. Aggregate Amount Benefically
Owned by Reporting Person..............436,457 shares of common stock
12. Check Box if the Agregate Amount
in Row (11) Excludes certain
shares (see instructions)......................................./___/
13. Percent of class represented
by amount in Row (11).............................................100%
14. Type of reporting person...........................................CO
<PAGE>
ITEM 1. SECURITY AND ISSUER
Class of equity security: Common Stock, $.01 par value
Name and address of principal Lincoln Financial Bancorp, Inc.
executive offices: 111 West Main Street
Stanford, Kentucky 40484
ITEM 2. IDENTITY AND BACKGROUND
The name of the Reporting Person is First Southern
Bancorp, Inc. ("FSBI") and its state of organization is
Kentucky. FSBI is a multi-bank holding company. The address of
its principal business and its principal office is P.O. Box 328,
99 Lancaster Street, Stanford, Kentucky 40484. During the last
five years, FSBI has not been convicted of a criminal proceeding
(excluding traffic violations or similar misdemeanors). During
the last five years, FSBI was not a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction
as a result of which FSBI was or is 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.
<TABLE>
<CAPTION>
DIRECTORS, EXECUTIVE OFFICERS AND CONTROLLING PERSONS OF FSBI
Name Business Address Present Principal
Occupation or Employment
<S> <C> <C> <C>
Jess Correll P.O. Box 328 President and Director of
99 Lancaster Street First Southern Bancorp, Inc.
Stanford, KY 40484 (Bank holding company)
Randall L. Attkisson P.O. Box 328 Vice President, Treasurer and
99 Lancaster Street Director of First Southern Bancorp,
Stanford, KY 40484 Inc. (Bank holding company)
Jill M. Martin P.O. Box 328 Secretary and Controller of First
99 Lancaster Street Southern Bancorp, Inc. (Bank
Stanford, KY 40484 holding company)
Ward F. Correll P.O. Box 129 Owner, Cumberland Lake Shell, Inc.
150 Railroad Drive (Gasoline wholesaler)
Somerset, KY 42502
David S. Downey P.O. Box 295 CEO and Director of First Southern
102 West Main Street National Bank of Lincoln County
Stanford, KY 40484 (Bank)
Douglas P. Ditto P.O. Box 295 Senior Vice President of First
102 West Main Street Southern National Bank of Lincoln
Stanford, KY 40484 County (Bank)
John R. Ball P.O. Box 628 CEO and Director of First Southern
27 Public Square National Bank of Garrard County
Lancaster, KY 40444 (Bank)
Gary Dick P.O. Box 489 CEO and Director of First Southern
216 North Main St. National Bank of Wayne County
Monticello, KY 42633 (Bank)
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C>
James P. Rousey P.O. Box 480 CEO and Director of First Southern
Orchard Center National Bank of Jessamine County
Suite L and First Southern National Bank
Nicholasville, KY 40356 of Fayette County (Bank)
Joseph E. Hafley P.O. Box 328 Loan Review Officer of First
99 Lancaster Street Southern Bancorp, Inc. (Bank
Stanford, KY 40484 holding co.)
</TABLE>
All of the directors and executive officers of FSBI are
citizens of the United States and during the last five years,
none of these directors or executive officers [i] has been
convicted of a criminal proceeding (excluding traffic violations
or similar misdemeanors) nor [ii] been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and, as a result of such proceeding, was or is
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
FSBI and Lincoln Financial Bancorp, Inc. ("LFB") entered
into an Agreement and Plan of Reorganization dated March 23,
1996, as amended June 6, 1996, and related Restated Plan of
Merger dated June 6, 1996 (collectively, the "Merger Agreement"),
pursuant to which, effective September 6, 1996, a wholly-owned
subsidiary of FSBI merged into LFB, LFB became a wholly-owned
subsidiary of FSBI, and each share of LFB (except for shares
owned by FSBI) was converted into the right to receive $22.01
cash. FSBI used working capital and dividends from LFB to
fund the aggregate cash purchase price for the shares.
ITEM 4. PURPOSE OF TRANSACTION
The purpose of the acquisition by FSBI of the shares of
LFB pursuant to the Merger Agreement was to acquire control of
100% of the outstanding shares of LFB, and, indirectly, 100% of
the outstanding shares of LFB's wholly-owned subsidiary, Lincoln
Federal Savings Bank. As a result of the acquisition of LFB's
common stock by FSBI pursuant to the Merger Agreement, [i] the
common stock of LFB is eligible for termination of registration
pursuant to Section 12(g)(4) of the Securities Exchange Act of
1934, [ii] the common stock of LFB will cease to be authorized
to be quoted in an inter-dealer quotation system or a registered
national securities association, and [iii] the members of the
board of directors of LFB in office prior to the consummation of
the acquisition have been replaced by the members of the board
of directors of FSBI. In addition, a wholly-owned subsidiary of
FSBI and Lincoln Federal Savings Bank have entered into a
purchase and assumption agreement pursuant to which such FSBI
subsidiary will purchase certain assets and assume certain
deposit liabilities of Lincoln Federal Savings Bank. The
dividend policy of LFB and its subsidiaries will be based on,
among other things, considerations of the desirability of a
payment from such subsidiaries to FSBI. Except as set out
above, FSBI has no present definitive plans or proposals which
relate to or would result in any other material change in LFB's
business or corporate structure or any change in LFB's charter,
bylaws or instruments corresponding thereto; provided, however,
that FSBI may formulate plans or proposals to take such action
with respect to any or all of the foregoing matters and any
other matters as FSBI may determine.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
a. FSBI beneficially owns 436,457 shares (100%) of common
stock of LFB.
b. FSBI has sole voting and dispositive power with
respect to the 436,457 shares (100%) of common stock of LFB.
c. Except as described herein, FSBI has not effected
transactions in the common stock of LFB during the past sixty
days.
d. To the knowledge of FSBI, no other person has the
right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, the shares deemed to be
beneficially held by FSBI.
<PAGE>
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
Except for the Merger Agreement, FSBI is not a party to any
contract, arrangement, understanding or relationship (legal or
otherwise) with respect to any security of LFB, including but
not limited to transfer or voting of any of the securities,
finder's fees, joint ventures, loan or option arrangements, puts
or calls, guarantees of profits, division of profits or loss, or
the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A Agreement and Plan of Reorganization dated
March 23, 1996, as amended June 6, 1996, and
related Restated Plan of Merger dated June 6,
1996 among FSBI, FSB Acquisition Corporation
and LFB, is incorporated by reference to the
Proxy Statement of LFB filed with the
Securities and Exchange Commission under
Section 14 of the Securities Exchange Act of
1934 on June 26, 1996.
<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.
FIRST SOUTHERN BANCORP, INC.
September 10, 1996 By:/S/RANDALL ATTKISSON
Title: VICE PRESIDENT AND CHIEF FINANCIAL
OFFICER
