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United States
Securities and Exchange Commission
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
StateFed Financial Corporation
________________________________________________________________________________
(Name of Issuer)
Common Stock, Par Value $0.01 Per Share
________________________________________________________________________________
(Title of Class of Securities)
857549109
_______________________________________________________________
(CUSIP Number)
R. Mathieson Duncan of
DUNCAN, GREEN, BROWN, LANGENESS & ECKLEY
A Professional Corporation
400 Locust Street, Suite 380 Telephone: (515) 288-6440
Des Moines, Iowa 50309 Facsimile: (515) 288-6448
________________________________________________________________________________
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
JUNE 21, 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 ______
Check the following box if a fee is being paid with the statement [X]. (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).
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SCHEDULE 13D
- ----------------------- ---------------------
CUSIP No. 857549109 Page 2 of 6 Pages
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
Name of Reporting Persons
1 S.S. or I.R.S. Identification No. of Above Persons:
(a) Krause Gentle Corporation (E.I.N. 42-1029429)
- ------------------------------------------------------------------------------
Check the Appropriate Line if a Member of a Group*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC Use Only
3
- ------------------------------------------------------------------------------
Source of Funds*
4
(a) WC
- ------------------------------------------------------------------------------
Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
Citizenship or Place or Organization
6
(a) Iowa
- ------------------------------------------------------------------------------
Sole Voting Power
7
Number of
(a) 149,000
Shares -----------------------------------------------------------
Shared Voting Power
Beneficially 8
(a) -0-
Owned by
-----------------------------------------------------------
Each Sole Dispositive Power
9
Reporting (a) 149,000
Person -----------------------------------------------------------
Shared Dispositive Power
With 10
(a) -0-
- ------------------------------------------------------------------------------
Aggregate Amount Beneficially Owned by Each Reporting Person
11
(a) 149,000
- ------------------------------------------------------------------------------
Check if the Aggregate Amount in Row 11 Excludes Certain Shares*
12
[ ]
- ------------------------------------------------------------------------------
Percent of Class Represented by Amount in Row 11
13
(a) 9.64%
- ------------------------------------------------------------------------------
Type of Reporting Person
14
(a) CO
- ------------------------------------------------------------------------------
*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.
<PAGE>
Item 1. Security and Issuer.
- ------- -------------------
The class of equity securities to which this Statements relates is the
Common Stock, $0.01 par value, (the "Shares") of StateFed Financial
Corporation, a Delaware corporation (the "Issuer"). The principal
executive offices of the Issuer are located at 519 Sixth Avenue, Des
Moines, Iowa 50309.
Item 2. Identity and Background.
- ------- -----------------------
((a) through (f)). This Statement is being filed by Krause Gentle
Corporation, an Iowa corporation ("K-G"). The principal executive
offices of K-G are located at 4201 Westown Parkway, West Des Moines,
Iowa 50266. K-G's primary business operations currently revolve around
the ownership and operation of numerous convenience stores. All such
convenience stores are situated in the midwestern geographical area of
the United States.
The following table furnishes the name, business address, present
principal occupation and the name, principal business and address of
any corporation or other organization in which such employment or
occupation is conducted, and the citizenship of each executive officer
and director of K-G:
<TABLE>
<CAPTION>
Principal Citizen-
Name Business Address Occupation ship
----- ---------------- ---------- --------
<S> <C> <C> <C>
Tony S. Gentle 4201 Westown Pkwy. Chairman, K-G USA
West Des Moines, IA 50266
W.A. Krause 4201 Westown Pkwy. President and Treasurer, K-G USA
West Des Moines, IA 50266
Kevin W. Krause 100 East State Street President, Liberty Bank & Trust USA
Mason City, IA 50401
Kyle J. Krause 4201 Westown Parkway Chief Operating Officer and USA
West Des Moines, IA 50266 Secretary, K-G
Duane D. VanHorn 4201 Westown Parkway Senior Vice President, K-G USA
West Des Moines, IA 50266
Dennis N. Folden 4201 Westown Parkway Executive Vice President - USA
West Des Moines, IA 50266 Marketing, K-G
</TABLE>
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<TABLE>
<S> <C> <C> <C>
David C. Prange 200 West Madison, #1800 Account Executive, Donaldson, USA
Chicago, IL 60606 Lufkin & Jenrette
Robert A. Bowlsby 338 Carver Hawkeye Arena Athletic Director USA
Iowa City, IA 52242 University of Iowa
Richard O. Wikert 340 East Military President, R & M Companies USA
Fremont, NE 68025
Father Michael Hess 1400 Buffalo Road President, Dowling High School USA
West Des Moines, IA 50265
William D. Jarr 312 Eighth Street Owner, Resource Con-sulting USA
Des Moines, IA 50309 Group, L.P.
</TABLE>
During the past five years neither K-G nor, to the best knowledge of
K-G, any of its executive officers or directors has been convicted in
any criminal proceeding (excluding traffic violations or similar
misdemeanors) or has been a part to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of
such proceeding is or was 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 was found
to have violated any such laws.
Item 3. Source and Amend of Funds or Other Consideration.
- ------ ------------------------------------------------
Funds for K-G's purchases of the Shares reported on this Schedule 13D
were provided from the working capital of K-G.
Item 4. Purpose of Transaction.
- ------ ----------------------
Item 4 is hereby amended and supplemented by adding the following
thereto:
(a) As reported in their original Schedule 13D, K-G acquired the
Shares as an investment because K-G believed the shares
represented an attractive investment opportunity at that time.
K-G has made the decision to attempt to acquire the entire equity
interest in, and control of, the Issuer. K-G has been negotiating
with the Board of Directors of the Issuer for the purpose of
having the Board of Directors of the
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Issuer recommend to the stockholders of the Issuer that any and
all outstanding shares of the Issuer be sold to K-G. Issuer
offered to purchase K-G's shares for $11.00 per share, this offer
was rejected by K-G. On May 26, 1999, K-G offered to purchase any
and all outstanding shares of the Issuer for $13.75, this offer
was rejected by Issuer.
(b) Following acquisition of control, K-G may cause the Issuer to
engage in a merger or other type of transactions with Liberty
Banshares, Inc., Arnolds Park, Iowa ("Liberty"). The number of
shares to be issued in connection with each of these transactions
has not been determined. To date, there have been no letters of
intent or other agreements entered into between K-G and Liberty.
(c) K-G has no plans to sell or transfer a material amount of assets
of Issuer.
(d) Once sufficient shares of Issuer have been acquired in order to
obtain control, K-G intends to replace the current officers and
board of directors of the Issuer.
(e) None.
(f) None.
(g) None.
(h) None.
(i) None.
(j) None, except as described above.
Item 5. Interest in Securities of the Issuer.
- ------ ------------------------------------
(a) As of the date of this Schedule 13D, K-G owned directly 149,000
Shares, representing approximately 9.64% of the class
outstanding. Additionally, as of the date of this Schedule 13D,
two officers/directors of K-G, namely, Kyle J. Krause and Kevin
W. Krause, personally owned directly 1,000 Shares and 200 Shares,
respectively. K-G expressly disclaims the existence of a group
(within the meaning of Section 13(d)(3) of the Securities
Exchange Act of 1934) with these two individuals and further
disclaims beneficial ownership of their Shares. To the best of
K-G's knowledge,
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none of its other directors and executive officers owned or had
the right to acquire, directly or indirectly, any Shares in the
last 60 days.
(b) K-G has the sole power to vote or to direct the vote and the sole
power to dispose of, or to direct the disposition of, the Shares
owned by it.
(c) There have been no transactions in the shares effected during the
past 60 days.
(d) No person other than K-G has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the
sale of, the Shares owned by K-G.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings, or Relationships with Respect
- ------ ----------------------------------------------------------------------
to Securities of the Issuer.
---------------------------
Except as described in the Statement on Schedule 13D, neither K-G,
nor, to the best knowledge of K-G, any of the executive officers and
directors of K-G, has any contracts, arrangements, understandings, or
relationships (legal or otherwise) with any person with respect to any
securities of the Issuer, 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.
- ------ --------------------------------
None.
SIGNATURE
---------
After reasonable inquiry and to the best of the undersigned's knowledge and
belief, the undersigned certifies that the information set forth in this
Statement is true, complete, and correct.
KRAUSE GENTLE CORPORATION
Dated: June 21, 1999 By:
-------------- --------------------------
KYLE J. KRAUSE,
Chief Operating Officer
and Secretary
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