SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Landmark Bancshares, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
514928 10 0
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(CUSIP Number)
Check the following box if a fee is being paid with this statement |__|.
(A fee is not required only if the filing 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).
* The remainder of the 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 the
disclosures provided in a prior cover page.
The information required in 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).
(Continued on following pages)
Page 1 of 4 pages
<PAGE>
CUSIP No. 514928-10-0 Schedule 13G Page 2 of 4 Pages
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1. Name of Reporting Person
S.S. or I.R.S. Identification Number of above person:
Landmark Federal Savings Bank
Employee Stock Ownership Plan
2. Check the appropriate box if a member of a group*
(a) |X| (b) |_|
3. SEC Use Only
4. Citizenship or Place of Organization: Kansas
Number of Shares Beneficially Owned by Each Reporting Person with:
5. Sole Voting Power: -0-
6. Shared Voting Power: 133,018
7. Sole Dispositive Power: -0-
8. Shared Dispositive Power: 133,018
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
133,018
10. Check Box If The Aggregate Amount in Row (9) Excludes Certain
Shares*
11. Percent of Class Represented by Amount in Row 9: 7.8%
12. Type of Reporting Person*: EP
* SEE INSTRUCTION
<PAGE>
Page 3 of 4
Securities and Exchange Commission
Washington, D.C. 20549
Item 1(a) Name of Issuer: Landmark Bancshares, Inc.
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Item 1(b) Address of Issuer's Principal Executive Offices:
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Central and Spruce Streets
Dodge City, Kansas 67801
Item 2(a) Name of Person Filing:
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Landmark Federal Savings Bank
Employee Stock Ownership Plan
Item 2(b) Address of Principal Business Office: Same as Item 1(b)
------------------------------------- -----------------
Item 2(c) Citizenship: Kansas
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Item 2(d) Title of Class of Securities: Common Stock
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Item 2(e) CUSIP Number: 514928-10-0
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Item 3 Check whether the person filing is a:
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Item 3(f) X Employee Benefit Plan, Pension Fund which is subject to the
--- provisions of the Employee Retirement Income Security Act of
1974.
Item 3(h) X Group, in accordance with Rule 13d- 1(b)(1)(ii)(H).
---
Item 3(a)(b)(c)(d)(e)(g) - not applicable.
Item 4(a) Amount Beneficially Owned: 133,018
--------------------------
Item 4(b) Percent of Class: 7.8%
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Item 4(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote -0-
(ii) shared power to vote or to direct the vote 133,018
(iii) sole power to dispose or to direct the
disposition of -0-
(iv) shared power to dispose or to direct the
disposition of 133,018
Item 5 Ownership of Five Percent or Less of Class:
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Not Applicable
<PAGE>
Page 4 of 4
Item 6 Ownership of More than Five Percent on Behalf of Another
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Person:
------
Not applicable.
Item 7 Identification and Classification of the Subsidiary Which
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Acquired the Security Being Reported on by the Parent
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Holding Company.
----------------
Not Applicable
Item 8 Identification and Classification of Members of the
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Group.
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This Schedule 13G is being filed on behalf of the Employee
Stock Ownership Plan ("ESOP") identified in Item 2(a) by the
Plan Committee and the Plan Trustee both filing under the Item
3(f) and 3(h) classifications. Exhibit A contains a disclosure
of the voting and dispositive powers over shares of the issuer
held directly by these entities exclusive of those shares held
by the ESOP as well as identification of members of these
groups.
Item 9 Notice of Dissolution of Group.
------------------------------
Not Applicable
Item 10 Certification.
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By signing below, I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired in
the ordinary course of business and were not acquired for the
purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and
were not acquired in connection with or as a participant in
any transaction having such purpose or effect.
<PAGE>
SIGNATURE:
After reasonable inquiry and to the best of my knowledge and belief, as
a member of the Plan Committee and Plan Trustee Committee, I certify that the
information set forth in this statement is true, complete and correct.
/s/ David H. Snapp 2/10/97
- ------------------------------------------- ---------------------------
David H. Snapp Date
/s/ C. Duane Ross 2/10/97
- ------------------------------------------- ---------------------------
C. Duane Ross Date
/s/ Jim W. Lewis 2/10/97
- ------------------------------------------- ---------------------------
Jim W. Lewis Date
<PAGE>
Exhibit A
- ---------
Identification of Members of Group
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Shares of common stock of the issuer are held in trust for the benefit
of participating employees by the ESOP Plan Trustee. The Plan Trustee shares
voting and dispositive power with the Plan Committee. By the terms of the Plan,
the Plan Trustee votes stock allocated to participant accounts as directed by
participants. Stock held by the Trust, but not yet allocated is voted by the
Plan Trustee as directed by the Plan Committee. Investment direction is
exercised by the Plan Trustee as directed by the Plan Committee. The Plan
Committee and the Plan Trustee share voting and dispositive power with respect
to the unallocated stock held by the ESOP pursuant to their fiduciary
responsibilities under Section 404 of the Employee Retirement Income Security
Act of 1974, as amended.
Members of the Plan Committee and Plan Trustee Committee and their
beneficial ownership of shares of common stock of the issuer exclusive of
membership on the Plan Committee and Plan Trustee Committee and of shares
beneficially owned are as follows:
Direct Beneficial Beneficial Ownership
Name Ownership (1) as Plan Participant
- -------------------- ----------------- ---------------------
David H. Snapp 31,352 -0-
C. Duane Ross 31,263 -0-
Jim W. Lewis 47,812 -0-
- -------------------
(1) Includes shares of common stock of issuer owned in conjunction with
family members. The Plan Committee and Plan Trustee(s) disclaims
ownership of these shares in conjunction with the exercise of their
fiduciary duties as members of the Plan Committee and Plan Trustee
Committee.
