UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
LSB Financial Corp.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
501925101
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(CUSIP Number)
John C. Shen
101 Main Street, Lafayette, Indiana 47901
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
February 25, 2000
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(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 that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d- 1(f) or 240.13d-1(g), check the
following box. [ ]
NOTE: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See ss.240.13d-7(b)
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. 501925101
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF
ABOVE PERSON
John C. Shen
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP (a) __
(b) __
3. SEC USE ONLY
4. SOURCE OF FUNDS
PF, SC
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 of America
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7. SOLE VOTING POWER
NUMBER OF 71,326 (See Item 5)
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
8. SHARED VOTING POWER
0 (See Item 5)
9. SOLE DISPOSITIVE POWER
71,326(See Item 5)
10. SHARED DISPOSITIVE POWER
0 (See Item 5)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
71,326 (See Item 5)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
5.1% (See Item 5)
14. TYPE OF REPORTING PERSON
IN
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Item 1. Security and Issuer
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The class of equity securities to which this statement relates is the
common stock, par value $.01 per share (the "Common Stock"), of LSB
Financial Corp. ("LSB" or the "Company"), an Indiana corporation, located
at 101 Main Street, Lafayette, Indiana 47901.
Item 2. Identity and Background
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The name and address of the person filing this statement is John C.
Shen, 101 Main Street, Lafayette, Indiana 47901. Mr. Shen is the developer and
sole owner of Crestview Apartments and Crestview North Apartments, six different
complexes of apartment buildings. He is also a director of Turner Construction
Co., an industrial and institutional construction company. In addition, Mr. Shen
is a director of LSB and its subsidiary Lafayette Savings Bank, FSB. During the
last five years, Mr. Shen has not been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors), or been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
which resulted in him being 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 being found in violation with respect to
such laws.
Mr. Shen is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration
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Mr. Shen has acquired beneficial ownership of 71,326 shares of Common
Stock, as adjusted for prior stock dividends declared and paid for by the
Company. All shares reported herein have
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been adjusted for these prior stock dividends and stock splits. The beneficial
ownership of 71,326 shares of Common Stock is as follows:
Between February 3, 1995 and the date hereof, Mr. Shen has acquired,
directly or indirectly, 61,192 shares at an aggregate cost of $595,014, all of
which were purchased with personal funds.
On August 22, 1995, Mr. Shen was awarded 2,551 restricted shares of
Common Stock through the Company's Recognition and Retention Plan. As of the
date of this statement, 2,041 shares of Common Stock covered by the award to Mr.
Shen have vested with the remaining 510 shares of Common Stock scheduled to vest
on August 22, 2000, subject to Mr. Shen's continued service as a director of the
Company. The award of restricted Common Stock was granted to Mr.
Shen at no cost to him.
Also on August 22, 1995, Mr. Shen was awarded 6,384 options to purchase
the Company's Common Stock through the Company's 1995 Stock Option and Incentive
Plan at an exercise price of $15.375 per share. As of the date of this
statement, 5,107 options to purchase have vested with the remaining 1,276
options to purchase scheduled to vest on August 22, 2000, subject to Mr.
Shen's continued service as a director of the Company.
Item 4. Purpose of Transaction
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All of the shares acquired by Mr. Shen, directly or indirectly, were
acquired for investment purposes. Mr. Shen may, from time to time, depending
upon market conditions and other investment considerations, purchase additional
shares of LSB for investment purposes or dispose of shares of LSB. As a
director, Mr. Shen regularly explores potential actions and transactions which
may be advantageous to LSB, including, but not limited to, possible mergers,
acquisitions, reorganizations
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or other material changes in the business, corporate structure, management,
policies, governing instruments, capitalization, securities or regulatory or
reporting obligations of LSB.
Except as noted above, Mr. Shen has no plans or proposals which relate
to or would result in:
(a) the acquisition by any person of additional securities of LSB, or the
disposition of securities by LSB;
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving LSB or any of its subsidiaries;
(c) a sale or transfer of material amount of assets of LSB or any of its
subsidiaries;
(d) any change in the present board of directors or management of LSB,
including any plans or proposals to change the number or term of directors or to
fill any existing vacancies on the board;
(e) any material change in the present capitalization or dividend policy of
LSB;
(f) any other material change in LSB's business or corporate structure;
(g) changes in LSB's articles of incorporation, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of LSB by any person;
(h) causing a class of securities of LSB to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities association;
(i) a class of equity securities of LSB becoming eligible for termination
of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of
1934; or
(j) any action similar to any of those enumerated above.
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Item 5. Interest in Securities of the Issuer
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(a) Mr. Shen beneficially owns an aggregate of 71,326 shares of Common
Stock, constituting 5.1% of the number of shares of such Common Stock
outstanding on the date hereof.
(b) With respect to the 71,326 shares of Common Stock owned
beneficially by Mr. Shen, such amounts include:
(1) 2,551 shares over which Mr. Shen has sole voting and
sole dispositive power, of which 510 shares as still
subject to vesting.
(2) 59,389 shares over which Mr. Shen has sole voting and
sole dispositive power, which he owns jointly with
his spouse, Florence Shen, whose address is 107
Valley View W. Lafayette, Indiana 47906. Mrs. Shen is
a co-owner of Crestview Apartments and Crestview
North Apartments. During the last five years, Mrs.
Shen has not been convicted in a criminal proceeding
(excluding traffic violations or similar
misdemeanors), or been a party to a civil proceeding
of a judicial or administrative body of competent
jurisdiction which resulted in her being 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 being
found in violation with respect to such laws. Mrs.
Shen is a citizen of the United States of America.
(3) 4,279 shares of Common Stock over which Mr. Shen has
sole voting and sole dispositive power, as custodian
for his grandchildren.
(4) Options to purchase 5,107 shares of Common Stock
which upon exercise Mr. Shen will have sole voting
and sole dispositive power.
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(c) The following transaction involving Mr. Shen's beneficial ownership
of Common Stock was effected in the past sixty days:
(1) On February 25, 2000, Mr. Shen purchased 2,000 shares
of Common Stock in an open market transaction, using
personal funds, for an aggregate purchase price of
approximately $26,000.
(d) No other person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, the
shares held by Mr. Shen.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
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There are no contracts, arrangements, understandings or relationships
(legal or otherwise) between Mr. Shen and any other person with respect to any
securities of LSB, including but not limited to, transfer or voting of any of
such securities, finder's fees, joint ventures, loan or option arrangements, put
or calls, guarantees of profits, divisions of profits or loss, or the giving or
withholding of proxies. None of the Common Stock beneficially owned by Mr. Shen
are pledged or otherwise subject to a contingency the occurrence of which would
give another person voting power or investment power over such shares.
Item 7. Material to be Filed as Exhibits
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None.
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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.
Date: March 6, 2000 /s/ JOHN C. SHEN
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John C. Shen
