<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 2)<F1>
Lexington B & L Financial Corp.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
529017 10 5
(CUSIP Number)
Jerome H. Davis
c/o David M. Perlmutter, Esq.
200 Park Ave., Suite 4515, New York, NY 10166
(212) 986-4900
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 15, 1997
(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 / /.
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.
(Continued on following pages)
_________________________
<F1>
1 The remainder of this cover page shall be filled out for
a reporting person's initial filing of 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 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).
Page 1 of 10 Pages
<PAGE>
CUSIP No. 529017 10 5
_________________________________________________________________
1. Name of Reporting Person Jerome H. Davis
_________________________________________________________________
S.S. or I.R.S. Identification ###-##-####
No. of Above Person
_________________________________________________________________
2. Check the Appropriate Box (a)______
if a Member of a Group (b)___X__
(See Instructions)
_________________________________________________________________
3. SEC Use Only
_________________________________________________________________
4. Source of Funds (See Instructions)
PF
_________________________________________________________________
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
_________________________________________________________________
Number of 7. Sole Voting Power -0-
Shares 8. Shared Voting
Beneficially Power 98,200*<F2>
Owned by 9. Sole Dispositive
Each Report- Power -0-
ing Person 10. Shared Dispositive
with Power 98,200*<F2>
_________________________________________________________________
11. Aggregate Amount Beneficially
Owned by Each Reporting Person 98,200*<F2>
_________________________________________________________________
12. Check Box if the Aggregate Amount
in Row (11) Excludes Certain / /
Shares (See Instructions)
_________________________________________________________________
13. Percent of Class Represented
by amount in Row (11) 8.62%
_________________________________________________________________
14. Type of Reporting Person IN
(See Instructions)
_________________________________________________________________
<F2>
* See Items 5(a) and 5(b) of this Statement.
Page 2 of 10 Pages
<PAGE>
CUSIP No. 529017 10 5
_________________________________________________________________
1. Name of Reporting Person Susan B. Davis
_________________________________________________________________
S.S. or I.R.S. Identification ###-##-####
No. of Above Person
_________________________________________________________________
2. Check the Appropriate Box (a)______
if a Member of a Group (b)___X__
(See Instructions)
_________________________________________________________________
3. SEC Use Only
_________________________________________________________________
4. Source of Funds (See Instructions)
PF
_________________________________________________________________
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
_________________________________________________________________
Number of 7. Sole Voting Power -0-
Shares 8. Shared Voting
Beneficially Power 98,200*<F3>
Owned by 9. Sole Dispositive
Each Report- Power -0-
ing Person 10. Shared Dispositive
with Power 98,200*<F3>
________________________________________________________________
11. Aggregate Amount Beneficially
Owned by Each Reporting Person 98,200*<F3>
_________________________________________________________________
12. Check Box if the Aggregate Amount
in Row (11) Excludes Certain / /
Shares (See Instructions)
_________________________________________________________________
13. Percent of Class Represented
by amount in Row (11) 8.62%
_________________________________________________________________
14. Type of Reporting Person IN
(See Instructions)
_________________________________________________________________
<F3>
* See Items 5(a) and 5(b) of this Statement.
Page 3 of 10 Pages
<PAGE>
The Statement on Schedule 13D (the "Statement") of
Jerome H. Davis, with respect to the Common Stock, par value $.01
per share ("Common Stock") of Lexington B & L Financial Corp., a
Missouri corporation ("Lexington"), is hereby amended as set
forth below.
Item 4 of the Statement is hereby supplemented by the
addition of the following:
"After reviewing Lexington's recent press release
regarding its March quarterly results, Mr. Davis wrote to
Lexington's Board of Directors to convey his continued concerns
regarding Lexington's poor financial performance and reiterate his
recommendations for enhancing shareholder value. A copy of Mr.
Davis' May 15, 1997 letter to Lexington's Board of Directors which
contains his comments, is attached hereto as Exhibit No. 3.
In his letter, Mr. Davis shares the following
comments regarding Lexington's March, 1997 quarterly results:
1) High Expenses. Lexington's expense to asset
ratio of 2.28% has increased for the third straight quarter.
2) Efficiency Ratio. Its efficiency ratio of
57% is at the highest level in the past four quarters.
3) Low earnings. Based on earnings of only
$151,000 for the recent quarter, the Common Stock trades at a high
PE ratio of 27.6. These low earnings will not provide any stimulus
for improving the price of the Common Stock, and may even lead to
a measurable price decline. Moreover, Lexington's low earnings
have decline for the third straight quarter - from $216,000
(approx., before the SAIF charge ) for the September, 1996 quarter,
to $205,000 for the December, 1996 quarter, to its current level of
$151,000.
4) Expenses and Net Interest Income. The ratio
of expenses to net interest income has declined for the third
straight quarter - currently at 1.63%, which is down from 2.17%
at 12/31/96 and 2.52% at 9/30/96. Mr. Davis comments that if
expenses must rise due to increases in employee salary and
benefits, it would be appropriate to see an offsetting increase in
net interest income.
Page 4 of 10 Pages
<PAGE>
In light of the above, Mr. Davis has strong
reservations about supporting the current direction of Lexington.
Before or instead of making any acquisitions (i.e., Lafayette
Bancshares), Lexington should improve its current situation by
taking steps such as trimming costs, growing earnings, lowering
capital through generous dividends and developing ROE, to name a
few. Mr. Davis believes that the desired goals of achieving growth
and rewarding shareholders favor Lexington merging with a larger
financial institution.
Mr. Davis concludes his letter by stating his position
that Lexington should declare a generous regular dividend and
special dividend, as he has previously advised, and pursue
reacquiring shares of Common Stock.
Mr. Davis plans to engage in further communications and
discussions with Lexington's Board of Directors, and management
regarding the matters discussed in his letter.
Other than as described above, Mr. and Mrs. Davis do
not have any plan or proposal which relates to or would result in
any of the actions enumerated in Item 4 of Schedule 13D, except
that Mr. and Mrs. Davis may dispose of some or all of the Common
Stock or may acquire additional shares of Common Stock, from time
to time, depending upon price and market conditions, evaluation
of alternative investments, and other factors.
The disposition of Common Stock, as set forth on
Schedule A hereto, reflects investment decisions consistent with
the purpose for which such shares of Common Stock were
required."
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
The information set forth in Paragraphs (a) and (b) of
Item 5 is hereby amended and restated in its entirety to read as
follows:
"(a) The aggregate number of shares of Common Stock
deemed to be beneficially owned by Mr. and Mrs. Davis for the
purposes of this Statement is 98,200 shares, representing 8.62
percent of the outstanding shares of Common Stock based on
1,138,500 shares of Common Stock disclosed by Lexington as
outstanding on May 19, 1997. All such shares are held in the
name of Mr. and Mrs. Davis.
(b) Subject to the matters referred to in paragraph
(a) hereof, Mr and Mrs. Davis have shared power to vote or direct
the vote and shared power to dispose or direct the disposition of
the 98,200 shares of Common Stock jointly owned by them."
Page 5 of 10 Pages
<PAGE>
B. Paragraph (c) of Item 5 of the Statement is hereby
supplemented by the addition of the following:
"Mr. Davis directed the sale of 8,500 shares of Common
Stock jointly owned by him and Mrs. Davis, and Mrs. Davis sold
15,000 shares of Common Stock owned by her. A description of all
transactions in the shares of Common Stock which have been effected
by Mr. and Mrs. Davis since February 4, 1997 (the date of Mr. and
Mrs. Davis' prior amendment to the Statement) is set forth in
Schedule A attached hereto and is incorporated herein by
reference."
Item 7. MATERIALS TO BE FILED AS EXHIBITS.
The information set forth in Item 7 of the Statement is
hereby supplemented by the addition of the following:
"3. Letter dated May 15, 1997 from Jerome H. Davis to
the Board of Directors of Lexington B & L Financial Corp."
Page 6 of 10 Pages
<PAGE>
Signature.
After reasonable inquiry and to the best knowledge and
belief of the undersigned, the undersigned certify that the
information set forth in this amendment is true, complete and
correct.
5/20/97 Jerome H. Davis
Date (Signature)
5/20/97 Susan B. Davis
Date (Signature)
Page 7 of 10 Pages
<PAGE>
<TABLE>
Schedule A
Information with Respect to Transactions in the
Common Stock of Lexington B & L Financial Corp.
by Jerome H. Davis and Susan B. Davis
<CAPTION>
Date of No. of Shrs Price Per Shr Where How
Transa- Purchased (excl. commis- Trans- Trans-
tion (Sold) sions) acted acted
<S> <C> <C> <C> <C>
Susan B. and
Jerome H. Davis:
1. 3/18/97 (8,500) $15.16 OTC **<F4>
Susan B. Davis:
2. 5/16/97 (15,000) 14.625 OTC **<F4>
________________________________
<FN>
<F4>
** Transaction effected in the over-the-counter market ("OTC")
through a standard brokerage account maintained by Mr. and/or
Mrs. Davis.
</FN
</TABLE>
Page 8 of 10 Pages
Exhibit No. 3
May 15, 1997
The Board of Directors
Lexington B&L Financial Corp.
919 Franklin Avenue
Lexington, MO 64067
Gentlemen:
I am in receipt of your May 12, 1997 release
regarding your March quarter earnings and am
disappointed. Expenses are up, again. The expense to
asset ratio, now at 2.28%, shows the third increase in
3 quarters. Similarly, the efficiency ratio is now at
the highest level of the past 4 quarters - 57%. With
earnings of only $151,000 for the quarter, our stock
continues to trade very rich, now at a lofty PE ratio
of 27.6. Not only do these low earnings provide no
impetus for stock price improvement, they are so low as
to be apt to cause a meaningful price decline. If
expenses must rise "due to an increase in employee
salaries and benefits" it would be nice to see an
offsetting increase in net interest income, so that the
ratio of these two important measures does not show
continued deterioration - now at 1.63%, down from 2.17%
at 12/31 and down from 2.52% at 9/96.
While not my primary concern, I note that I
wrote you on April 27, 1997, suggesting strongly that
you announce a dividend at the same time as you
announce your earnings and there is no mention
whatsoever in the release. My primary concern is that
while you are spending much time building a home for
yourselves, the foundation seems to be shaky. A house
that cannot stand firmly alone, should not have
additions put on.
Before, or instead of, making acquisitions
(i.e., Lafayette Bancshares), it would be far more
prudent to shore-up the present operation, trimming
costs, growing earnings, lowering capital through
generous dividends, developing ROE, etc.
Page 9 of 10 Pages
<PAGE>
Lexington B&L Financial Corp.
May 15, 1997
Page 2
Real income continues to decline, from
$216,000 (approx., before SAIF charge) for the
September '96 quarter, to $205,000 for the December '96
quarter, to $151,000 for the March '97 quarter. I do
not know how much longer I want to support the present
course. Surely, remaining small as you are, is not the
way to go. Achieving desired critical mass, and, at
the same time, rewarding shareholders, would seem to
compel unifying with a much larger financial
institution.
In the meantime, however, I believe it would
be appropriate for you to declare a generous regular
dividend, a special dividend and pursue stock
reacquisition.
Very truly yours,
Jerome H. Davis
(signature)
Page 10 of 10 Pages
