UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Jefferson Savings Bancorp, Inc. 14915 Manchester Rd. Ballwin, MO 63011
( Name of issuer )
Common Stock
(Title of Class of Securities)
474900-10-7
(CUSIP Number)
Mary K. Drake 2104 Dornoch - League City, TX 77573 (Previously known as "Mary
K. Drake Family Limited Partnership")
Telephone 281-538-1402
(Name, Address and Telephone number of Person Authorized to Receive Notices and
Communications)
May 5, 1999
(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. 474900-10-7 PAGE 1_ OF 3 PAGES
(1) Mary K. Drake
NAME OF REPORTING PERSON:
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
(2) Individual Sale (a) ( ) (b) ( )
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
______________________
(3) SEC USE ONLY
(4) P.F.
SOURCE OF FUNDS*
(5) N.A. ( )
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2 (e)
(6) U.S.A.
CITIZENSHIP OR PLACE OF ORGANIZATION
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH (7)
THROUGH (10)
(7) 1,000,900
SOLE VOTING POWER
(8) N.A.
SHARED VOTING POWER
(9) 975,700 - at Prudential Securities - Arboleda
25,000 - on account at Salomon Smith Barney William K. Drake Defined
Benefit Plan
200 shares held personally by W. K. Drake
SOLE DISPOSITIVE POWER
(10) No
SHARED DISPOSITIVE POWER
(11) Same as #9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(12) See #9 ( )
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
(13) 9.92564
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
(14) IN
TYPE OF REPORTING PERSON*
*SEE INSTRUCTIONS BEFORE FILLING OUT
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
EXHIBIT - PAGE 2 OF 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
ITEM 1: SECURITY AND ISSUER
As reported in Item 4, Mary K. Drake (the "Reporting Person") has executed a
definitive agreement with Jefferson Savings Bancorp, Inc., A Delaware
corporation (the "Company"), its directors and certain other beneficial owners
of the Company's Common Stock par value $.01 (the "Common Stock"), settling a
proxy contest initiated by Gary L. Holland for the election of a slate of
nominees to the Board of Directors of the Company at the 1999 Annual Meeting.
This Amendment No 1 to Schedule 13D relates to the Common Stock of the Company.
The address of the principal executive offices of the Company is 14915
Manchester Road. Ballwin, Missouri 63011.
ITEM 2: IDENTITY AND BACKGROUND
(a ) Mary K. Drake
(b ) 2104 Dornoch - League City, TX 77573
( c) Self employed investor and trader and farm owner/operator
(d ) N.A.
(e ) N.A.
(f ) United States of America - General partner is American citizen
ITEM 3: SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATIONS
N.A.
ITEM 4: PURPOSE OF TRANSACTION
As of May 5, 1999, The Company, The Reporting Person, the directors of the
Company and certain other beneficial owners of the Common Stock entered into a
Shareholder Agreement (the "Agreement") settling the proxy contest initiated by
Gary L. Holland ("Holland") for the election of a slate of nominees to the Board
of Directors of the Company at the 1999 Annual Meeting. Set forth below is a
summary of the terms of the Agreement, which is attached to this Amendment No 1
as an Exhibit and incorporated herein by reference.
The Agreement provides for the Company to increase the size of the board
from six to seven directors (to be comprised of three Class I directors, two
Class II directors and two Class III directors with staggered three-year terms)
immediately after the execution of the Agreement. The Agreement further
provides for the board to nominate Holland, Brad Barkau and Lloyd D. Doerflinger
as the Company's sole nominees for election as directors of the Company to serve
as Class I directors for three-year terms expiring at the Annual Meeting of the
Company in 2002, and to revoke the nomination of Joe L. Williams. The board has
agreed that Messrs. Holland, Barkau and Doerflinger will be the only nominees
for director included in the Company's proxy statement for the 1999 Annual
Meeting and that the Company will solicit proxies for their election in
accordance herewith. The board has also agreed to convene the 1999 Annual
Meeting no later than July 3, 1999. The Agreement provides that the Company
will not take certain actions to remove Messrs. Holland and Barkau (the "New
Directors") or to dilute the voting rights of the shareholder parties to the
Agreement.
The Agreement also provides for the election to the board of directors of
the Company's principal subsidiary of each of the New Directors. In
addition, the board has agreed to elect one of the New Directors to each
of the Committees of the board. The New Directors shall be entitled to
the same compensation and benefits as the Company provides to its other non-
employee directors.
Pursuant to the Agreement, Mr. Holland agreed to terminate his proxy
solicitation with respect to the 1999 Annual Meeting. The Reporting Person and
all the other shareholder-parties agreed to vote their shares as the 1999
Annual Meeting in favor of the nominees set forth above. Additionally, each
such shareholder agreed, during the period ending on the earlier to occur of the
day following the 2000 Annual Meeting and July 31, 2000:
(i) not to participate in any proxy solicitation (except in connection
with any sale, merger or similar transaction involving the Company);
(ii) to vote all shares beneficially owned by them to elect William W.
Canfield and Edward G. Throop (or if one of such individuals is unable to
so serve, for Joe L. Williams) as directors of the Company. The Agreement
provides for the nomination of a successor designee of the board if two or more
of such individuals are unable or unwilling to serve;
(iii) not to nominate or support any individual for election as a director
of the Company, except as provided in the Agreement and
(iv) to assure that their shares will be represented at any meeting of the
Company's shareholders.
The Agreement also provides for the reimbursement of up to $100,000 of the
expenses, including legal fees, incurred by Holland in connection with his proxy
contest which was terminated pursuant to the Agreement.
FILING EVENT 05/05/99
EXHIBIT - PAGE 3 OF 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
ITEM 5: INTEREST IN SECURITIES OF THE ISSUER
(a ) The percentage of shares beneficially owned by Mary K. Drake is 9.92564.
(b ) Mary K. Drake is the Vice President of Alta Tierra Co. which is the
General Partner of Arboleda Limited Partnership and Contango Ltd. Partnership.
All shares of Jefferson owned by the Arboleda Ltd. Partnership have been lent to
Contango Ltd. Partnership. Mary K. Drake has the power to vote all 975,700
shares. Mary K. Drake is trustee of the William K. Drake Defined Benefit Plan
and has the power to vote the 25,000 shares.
(c ) N.A.
(d ) N.A.
(e ) N.A.
ITEM 6: CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
See Item 4 above
ITEM 7: MATERIAL TO BE FILED AS EXHIBITS
Shareholder Agreement, dated as of May 5, 1999, by and among JEFFERSON
SAVINGS BANCORP, INC., GARY L. HOLLAND, THE GARY HOLLAND TRUST, BRAD BARKAU,
WILLIAM DRAKE, MARY K. DRAKE, THE MARY K. DRAKE FAMILY LIMITED PARTNERSHIP, THE
WILLIAM K. DRAKE DEFINED BENEFIT PLAN, CONTANGO LIMITED PARTNERSHIP, HOWARD
WATSON, SUSAN M. WATSON, and INTREPID, LTD.
Signature
After a 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.
June 2, 1999 Mary Kathryn Drake
______________________________ ____________________________
Date
Signature
Mary Kathryn Drake
_______________________________
Name/Title
EXHIBIT INDEX
Exhibit 1 Shareholder Agreement, dated as of May 5, 1999, by and among
JEFFERSON SAVINGS BANCORP, INC., GARY L. HOLLAND, THE GARY
HOLLAND TRUST, BRAD BARKAU, WILLIAM DRAKE, MARY K. DRAKE,
THE MARY K. DRAKE FAMILY LIMITED PARTNERSHIP, THE WILLIAM K. DRAKE
DEFINED BENEFIT PLAN, CONTANGO LIMITED PARTNERSHIP, HOWARD WATSON,
SUSAN M. WATSON, and INTREPID, LTD.
FILING EVENT 05/05/99
