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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
CLASSIC BANCSHARES INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
18272M104
(CUSIP Number)
LISAH FRAZIER, CFO 344 17TH STREET, ASHLAND, KY 411001
Tel. 606 325 4789
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
JANUARY 23, 1998
(Date of Event which Requires Filing of this Statement)
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SCHEDULE 13D
CUSIP No. 18272M104
1. Name of Reporting Person
S.S. or IRS Indentification No. of Above Person
Charles B. Yates ###-##-####
Craig W. Yates ###-##-####
AFEC, Incorporated 98-0109087
2. Check the Appropriate Box if a Member of a Group.
(a) X
----
(b)
----
3. SEC USE ONLY
4. SOURCE OF FUNDS (See Instructions)
Charles B. Yates PF
Craig W. Yates PF
AFEC, Incorporated WC
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
(no check entered)
6. Citizenship or Place of Organization
Charles B. Yates US Citizen
Craig W. Yates US Citizen
AFEC, Incorporated A Delaware Corporation
7. Number of Shares Beneficially Owned by each Reporting Person with
sole voting power
Charles B. Yates 26,000 shares
Craig W. Yates 20,000 shares
AFEC, Incorporated 34,000 shares
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8. Shared voting power 0
9. Sole dispositive power
Charles B. Yates 26,000 shares
Craig W. Yates 20,000 shares
AFEC, Incorporated 34,000 shares
10. Shared dispositive power 0
11. Aggregate amount Beneficially Owned by Each Reporting Person
Charles B. Yates 26,000 shares
Craig W. Yates 20,000 shares
AFEC, Incorporated 34,000 shares
12. Check if the aggregate amount in row (11) excludes certain shares
(no check mark here)
13. Percent of Class represented by amount in Row (11)
6.15%
14. Type of reporting person
Charles B. Yates IN
Craig W. Yates IN
AFEC Inc. CO
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Item 1. Security in Issuer.
-------------------
Common Stock of Classic Bancshares, Inc.
344 17th Street
Ashland, Kentucky 41101
Item 2. Identity and Background.
------------------------
I. (a) Charles B. Yates
(b) 82 Library Place
Princeton, New Jersey 08540
(c) Chairman of the Board
Farmers and Mechanics Bank
3 Sunset Road
Burlington, New Jersey 08016
(d) No convictions in any criminal proceedings.
(e) No violations of federal or state securities laws; no
findings, judgments, decrees or final orders concerning
federal and state securities laws.
(f) US citizen.
II. (a) Craig W. Yates
(b) 227 Cliff Avenue
Edgewater Park, New Jersey 08010
(c) President
Farmers and Mechanics Bank
3 Sunset Road
Burlington, New Jersey 08016
(d) No convictions in any criminal proceedings.
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(e) No violations of federal and state securities laws;
no findings, judgments, decrees or final orders
concerning federal and state securities laws.
III. (a) AFEC, Incorporated
(b) 3511 Silverside Road, Suite 105
Wilmington, Delaware 19810
(c) Holding company, owned entirely by Charles B. Yates
and Craig W. Yates.
(d) No convictions in any criminal proceedings.
(e) No violations of federal or state securities laws; no
findings, judgments, decrees or final orders concerning
federal and state securities laws.
(f) A Delaware Corporation.
Item 3. Source and Amount of Funds or Other Consideration
-------------------------------------------------
Charles B. Yates and Craig W. Yates purchased their shares with
personal funds, in individual margin accounts at Robert W. Baird
and Company. AFEC, Incorporated used working capital of the
corporation to purchase its shares.
The amounts expended for the purchases listed in Item 5 (c) of this
report were:
For Charles B. Yates $ 321,813.00
For Craig W. Yates $ 241,875.00
For AFEC, Incorporated $ 467,063.00
--------------
Total for the group $ 1,030,751.00
Item 4. Purpose of Transaction
----------------------
The shares in question were purchased as long term
investments only.
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Item 5. Interest in Securities of Issuer
--------------------------------
(a) Charles B. Yates owns 26,000 shares of Issuer's common stock,
amounting to 2% of total shares outstanding.
Craig W. Yates owns 20,000 shares of Issuer's common stock,
amounting to 1.54% of total shares outstanding.
AFEC, Incorporated owns 34,000 shares of Issuer's common stock,
amounting to 2.6% of total shares outstanding.
The combined group holding totals 80,000 shares of Issuer's common
stock, amounting to 6.15% of total shares outstanding.
(b) In the case of each owner listed above, each has the sole power to
vote, or to direct the vote, or to dispose of the shares owned by
him. There is no shared power to vote, direct the vote, or to
dispose of any of the shares owned by the group.
(c) Transactions in Issuer's common stock within the last 60
days are the following:
For Charles B. Yates
Open market purchases as follows:
1/20/98 9,000 shares @ $16.125 per share, NASDAQ
1/23/98 11,000 shares @ $16.0625 per share, NASDAQ
For Craig W. Yates
Open market purchases as follows:
1/19/98 10,000 shares @ $16.125 per share, NASDAQ
1/23/98 5,000 shares @ $16.125 per share, NASDAQ
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For AFEC, Incorporated
Open market purchases as follows:
1/19/98 5,000 shares @ $16.125 per share, NASDAQ
1/23/98 5,000 shares @ $16.25 per share, NASDAQ
1/23/98 19,000 shares @ $16.0625 per share, NASDAQ
(d) No persons other than the owners listed above have any
rights or interests in the securities of Issuer owned by the
members of the group listed above.
(e) (does not apply)
Item 6. Contracts, Arrangements, Understandings or Relationships with
-------------------------------------------------------------
Respect to Securities of Issuer.
--------------------------------
Craig W. Yates and Charles B. Yates are brothers. Craig W. Yates
and Charles B. Yates together own AFEC, Incorporated in its
entirety, and serve as its Chairman and President respectively.
No other contracts, arrangements, understandings exist between
the members of the group with respect to Issuer's securities.
Item 7. Material to be Filed as Exhibits
--------------------------------
No material is filed as exhibit.
(continued on following page.)
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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.
Dated: January 30, 1998 Charles B. Yates
January 30, 1998 Craig W. Yates
January 30, 1998 Charles B. Yates
President
AFEC, Incorporated.
