<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 1)<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)
January 31, 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 14 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 121,700*<F2>
Owned by 9. Sole Dispositive
Each Report- Power 121,700
ing Person 10. Shared Dispositive
with Power 121,700*<F2>
_________________________________________________________________
11. Aggregate Amount Beneficially
Owned by Each Reporting Person 121,700*<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) 9.62%
_________________________________________________________________
14. Type of Reporting Person IN
(See Instructions)
_________________________________________________________________
<F2>
* See Items 5(a) and 5(b) of this Statement. For purposes of
this Statement, Jerome H. Davis may be deemed, pursuant to Rules
13d-3(a)(1) and 13d-3(a)(2) under the Securities Exchange Act of
1934, as amended, to be the beneficial owner of 15,000 shares of
the Company's Common Stock, par value $.01 per share, held in the
name of his wife, Susan B. Davis.
Page 2 of 14 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 15,000
Shares 8. Shared Voting
Beneficially Power 106,700*<F3>
Owned by 9. Sole Dispositive
Each Report- Power 15,000
ing Person 10. Shared Dispositive
with Power 106,700*<F3>
________________________________________________________________
11. Aggregate Amount Beneficially
Owned by Each Reporting Person 121,700*<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) 9.62%
_________________________________________________________________
14. Type of Reporting Person IN
(See Instructions)
_________________________________________________________________
<F3>
* See Items 5(a) and 5(b) of this Statement.
Page 3 of 14 Pages
<PAGE>
This is Amendment No. 1 to the Statement on Schedule
13D (this "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"), as filing with the Securities and Exchange
Commission on September 12, 1996.
This Amendment No. 1 sets forth, in its entirety, the
information contained in Mr. Davis' Statement with regard to the
Common Stock of Lexington, as required pursuant to the provisions
of Rule 13d-2(c) under the Securities Exchange Act of 1934, as
amended and for purposes hereof "Rule 13d-2(c)." Information
contained in this Amendment No. 1 which comprises a part of this
Statement as originally filed is identified below where
applicable.
Item 1. SECURITY AND ISSUER.
The information set forth below was disclosed in Item 1
of the original Statement, and is restated herein as required
pursuant to Rule 13d-2(c).
"The class of equity securities to which this Statement
on Schedule 13D (this "Statement") relates is the Common
Stock, par value $.01 per share ("Common Stock") of
Lexington B & L Financial Corp., a Missouri corporation
("Lexington") with its principal executive offices located
at 919 Franklin Avenue, Lexington, Missouri 64067."
Item 2. IDENTITY AND BACKGROUND.
The information set forth below was disclosed in Item 2
of the original Statement, and is restated herein as required
pursuant to Rule 13d-2(c).
"(a) This Statement is jointly filed by Susan B. Davis
and Jerome H. Davis, wife and husband.
(b) Residence: 11 Baldwin Farms North, Greenwich,
Connecticut 06831.
(c) Mrs. Davis is an investor in antiques operating
out of her home. Mr. Davis is a self-employed investment
analyst and works out of his home.
(d) During the last five years, neither Mr. Davis nor
Mrs. Davis have been convicted in a criminal proceeding
(excluding traffic or similar misdemeanors).
Page 4 of 14 Pages
<PAGE>
(e) During the last five years, neither Mr. Davis nor
Mrs. Davis has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction
and as a result of such proceedings 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.
(f) Mr. Davis and Mrs. Davis are each citizens of the
United States."
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
A. The information set forth in the following
paragraph was disclosed in Item 3 of the original Statement, and
is restated herein pursuant to Rule 13d-2(c).
"Pursuant to a stock subscription for Common Stock,
Mrs. Davis paid $150,000.00 for an aggregate of 15,000
shares of Common Stock owned by her. Additionally, Mr. and
Mrs. Davis paid an aggregate of $958,596.25 for an aggregate
of 94,200 shares of Common Stock jointly owned by them.
Except for the Common Stock obtained through a subscription,
all shares were purchased in over-the-counter transactions
through standard brokerage accounts maintained by Mr. and
Mrs. Davis. All shares were purchased with personal funds
of Mr. and Mrs. Davis."
B. Item 3 of the Statement is hereby further
supplemented by the addition of the following information:
"Since filing the Statement, Mr. and Mrs. Davis paid an
aggregate of $137,656.25 for an aggregate of 12,500 shares
of Common Stock jointly owned by them. All such shares were
purchased in over-the-counter transactions through standard
brokerage accounts maintained by Mr. and Mrs. Davis and were
purchased with their personal funds."
Page 5 of 14 Pages
<PAGE>
Item 4. PURPOSE OF TRANSACTION.
The information set forth in Item 4 of the Statement is
hereby amended and restated in its entirety to read as follows:
"Mr. and Mrs. Davis originally acquired the shares of
Common Stock for investment and without any purpose of
changing or influencing the control of Lexington. Based
on Mr. Davis' review of Lexington's December quarterly
results, Mr. and Mrs. Davis now believe that Lexington must
implement several measures to enhance shareholder value.
Such measures along with Mr. Davis' several concerns
regarding Lexington's recent financial performance are
discussed in his February 3, 1997 letter to each member of
its Board of Directors. A copy of Mr. Davis' letter to
Erwin Oetting, Jr., Chairman of Lexington's Board of
Directors, is attached hereto as Exhibit No. 2.
In his letter, Mr. Davis states his belief that the
directors of Lexington must take immediate action to enhance
shareholder value and thereby avoid a possible decline of
several points in the price of the Common Stock. Such
action is further warranted since the Common Stock no longer
trades "cheap" to book value ($15.02 per share).
Mr. Davis urges Lexington's directors to implement the
following measures: i) repurchase shares of Common Stock at
prices up to 100% of book value, if not more, ii) declare a
substantial regular quarterly dividend to utilize its
exorbitant 30.8% capital ratio, and iii) declare a large
"special" dividend (taxable or otherwise) to sharply reduce
its excessive capital ratio and thereby improve its ROE.
Mr. Davis' proposals are in response to Lexington's
poor financial performance as reflected in its recent
December quarterly results which evidence the following:
1) QUARTERLY EARNINGS. Lexington's December
quarterly earnings of only $205,000 does not support the
current price of Common Stock of $13.75 per share. These
recent earnings are even below its earning for the September
quarter (excl. the SAIF charge). At this rate, EPS will be
only $.64 for the year ending September 30, 1997 - based on
1,265,000 shares of Common Stock outstanding. This reflects
a PE ratio which is very rich at 21.5 times earnings.
Page 6 of 14 Pages
<PAGE>
2) BOOK VALUE. As noted, the Common Stock no longer
trades "cheap" to book value ($15.02). At $13.75 per share,
the Common Stock trades at a full 92% of its book value.
This is another indication that the Common Stock is
vulnerable to declining in price by several points.
3) POOR RETURN ON EQUITY. Over the past six months
the book value of the Common Stock has only increased $.21
(from $14.81 to $15.02). Lexington's rate of earnings have
now declined to a point where its current return on equity
is a meager 4.3%, when annualized on December quarterly
results.
4) CAPITAL RATIO. As noted, Lexington's maintains an
unreasonably high capital ratio of 30.8%.
Mr. Davis also observes that Lexington's assets and
deposits have not grown in the past six months. This
stagnant condition and Lexington's poor financial profile as
discussed above provide little basis for Mr. Davis to
believe that the price of the Common Stock can rise any
further.
Mr. Davis concludes his letter by reiterating his
recommendations to Lexington's Board of Directors to
implement the measures discussed above, including declaring
a significant regular dividend - which is months past due.
Mr. Davis believes such enhancements will result in an
increase in the value of the 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."
Page 7 of 14 Pages
<PAGE>
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
The information set forth in the following Paragraphs
(a) through (e) 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 121,700 shares,
representing 9.62 percent of the outstanding shares of
Common Stock based on 1,265,000 shares of Common Stock
disclosed by Lexington as outstanding on February 3, 1997.
Of such shares, 15,000 (1.19%) are held in the name of Mrs.
Davis, and 106,700 (8.43%) are held in the name of Mr. and
Mrs. Davis.
(b) (i) Subject to the matters referred to in
paragraph (a) hereof, Mrs. Davis has sole power to vote or
direct the vote and sole power to dispose or direct the
disposition of the 15,000 shares of Common Stock owned by
her, and shared power to vote or direct the vote and shared
power to dispose or direct the disposition of the 106,700
shares of Common Stock jointly owned by her and Mr. Davis.
(ii) Subject to the matter referred to in
paragraphs (a) and (b)(i) hereof, Mr. Davis has shared power
to vote or to direct the vote and shared power to dispose or
direct the disposition of the 106,700 shares of Common Stock
jointly owned by him and Mrs. Davis, and may be deemed to
have shared power to vote or direct the vote and shared
power to dispose or direct the disposition of the 15,000
shares of Common Stock owned by Mrs. Davis.
(c) A description of all transactions in the shares of
Common Stock which have been effected jointly and/or
separately by Mr. and Mrs. Davis is set forth in Schedule A
attached hereto and is incorporated herein by reference.
(d) and (e) - Not applicable."
Page 8 of 14 Pages
<PAGE>
Item 6. CONTRACTS, ARRANGEMENTS, UNDERTAKINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
The information set forth below was disclosed in Item 6
of the original Statement, and is restated herein pursuant to
Rule 13d-2(c).
"There are no relevant contracts, arrangements,
undertakings or relationships between Mr. and/or Mrs. Davis
(except that Mr. Davis and Mrs. Davis are husband and wife
and Mr. Davis generally directs Mrs. Davis' investment
decisions with respect to any of the securities) and/or with
any other person with respect to any securities of
Lexington."
Item 7. MATERIALS TO BE FILED AS EXHIBITS.
A. The information set forth below regarding Exhibit
1 was disclosed in Item 7 of the original Statement, and is
restated herein pursuant to Rule 13d-2(c).
"1. Joint Filing Agreement between Jerome H. Davis and
Susan B. Davis."
B. The information in Item 7 is hereby supplemented
by the addition of the following:
"2. Letter dated February 3, 1997 from Jerome H. Davis
to Erwin Oetting, Jr., Chairman of the Board of Directors of
Lexington. Identical letters were also sent all of
Lexington's other directors."
Page 9 of 14 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.
2/4/97 Jerome H. Davis
Date (Signature)
2/4/97 Susan B. Davis
Date (Signature)
Page 10 of 14 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 D. Davis:
1. 5/21/96 15,000 $10.00 Lex. Stock
B&L Subsc-
Fin. ription
Corp.
Mr. and Mrs. Davis:
2. 8/9/96 6,000 9.875 OTC **<F4>
3. 8/21/96 3,000 10.00 OTC **<F4>
4. 8/22/96 10,000 10.06 OTC **<F4>
5. 8/27/96 5,000 10.125 OTC **<F4>
6. 8/27/96 4,000 10.125 OTC **<F4>
7. 8/27/96 7,500 10.125 OTC **<F4>
8. 9/4/96 6,500 10.1875 OTC **<F4>
9. 9/5/96 10,000 10.1875 OTC **<F4>
10. 9/5/96 4,000 10.1875 OTC **<F4>
11. 9/5/96 700 10.25 OTC **<F4>
12. 9/5/96 12,000 10.25 OTC **<F4>
13. 9/5/96 2,000 10.25 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 11 of 14 Pages
<PAGE>
<TABLE>
Additional Transactions on Schedule A
<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>
Mr. and Mrs. Davis:
14. 9/6/96 1,000 $10.19 OTC **<F4>
15. 9/6/96 15,000 10.31 OTC **<F4>
16. 9/6/96 6,000 10.31 OTC **<F4>
17. 9/9/96 1,500 10.31 OTC **<F4>
18. 9/12/96 10,000 10.25 OTC **<F4>
19. 1/31/97 2,500 14.0625 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>
The transactions listed in Nos. 18 and 19 of Schedule A
have not been previously reported.
Page 12 of 14 Pages
Exhibit No. 2
February 3, 1997
The Board of Directors
Lexington B&L Financial Corp.
P.O. Box 190
Lexington, MO 64067
Attn: Erwin Oetting, Jr.
Dear Mr. Oetting:
I am concerned about the financial results for your December
quarter contained in your press release of January 31st. I'm not
at all pleased by them and trust you feel likewise.
Quarterly earnings of only $205,000 will simply not support
a $13.75 stock price. At this rate, less than you earned in the
September Quarter (ex the SAIF charge), EPS will be only about
$.64 for the year ending 9/30/97 (on 1,265,000 shares). Thus the
current PE ratio is a very rich 21.5 times. Without management
enhancements at this time, our stock is quite vulnerable to a
price decline of several points.
This condition is aggravated since our stock no longer
trades "cheap" to book ($15.02 per share). At $13.75 today,
stock trades at a very full 92% of book. This also warns that
the stock is vulnerable to a substantial decline unless
enhancements are made, and quickly.
I urge the following immediate measures:
A.) Share repurchase up to at least 100% of book value,
possibly more;
B.) Declaration of a substantial regular quarterly dividend
(you have an exorbitant 30.8% capital ratio);
C.) Declaration of a large "special" dividend, tax free or
taxable, to sharply reduce capital ratio and thereby enhance the
paltry ROE.
Page 13 of 14 Pages
<PAGE>
The Board of Directors
Lexington B&L Financial Corp.
February 3, 1997
Page 2
I had written to you in December about these same concerns,
based then upon your September quarter results. Now, months
later, nothing has changed. In fact, over the past 6 months,
book value per share has increased only 21 cents (from $14.81 to
$15.02). Your rate of earnings has declined over these past 6
months, to a point where now your return on equity is a paltry
4.3% (annualized on December quarterly results).
Assets and deposits have remained totally stagnant over the
past 6 months. No growth has taken place. How can the stock
rise further?
You have been public about 8 months now and I see no reason
why you haven't at least declared a regular dividend months ago.
With 31% capital it should be significant.
Our company needs work. The market has been good to us over
the last 8 months. However, management enhancements are now
necessary, lest the stock price decline sharply based upon poor
quarterly earnings and a currently poor financial profile (low
ROE, excess capital, etc.). If you enact the three no brainer
simple measures I've suggested above, our investment will
increase in value.
Your comments are appreciated.
Very truly yours,
Jerome H. Davis
(signature)
Page 14 of 14 Pages
