NS&L BANCORP INC
SC 13D, 2000-06-30
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                                   UNITED STATES
                        SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549


                                   SCHEDULE 13D

                    UNDER THE SECURITIES EXCHANGE ACT OF 1934


                                NS&L BANCORP, INC.
--------------------------------------------------------------------------------
                                (Name of Issuer)


                                  Common Stock
--------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                    62937R108
                                    ---------
                                 (CUSIP Number)

                                   C.R. Butler
                               c/o NS&L Bancorp, Inc.
            111 East Main Street, Neosho, Missouri 64850 (417) 451-0429
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)

                                   June 20, 2000
--------------------------------------------------------------------------------
             (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 ss.ss.240.13(d)-1(e), 240.13d-1(f) or 240.13d- 1(g), check
the following box |_|.


                                                                 SEC 300 (07-98)


<PAGE> 2




                                            SCHEDULE 13D
CUSIP No. 62937R108                                  Page   2   of   6   Pages
          ---------                                       -----    -----



   1   NAME OF REPORTING PERSON
       I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

             C.R. Butler


   2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*            (a) / /
                                                                    (b) / /

   3   SEC USE ONLY

   4   SOURCE OF FUNDS*
                    PF;OO

   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

                    7   SOLE VOTING POWER
      NUMBER OF          19,324 (not including 15,360 shares subject to options)
       SHARES
    BENEFICIALLY
      OWNED BY      8   SHARED VOTING POWER
        EACH                  0
      REPORTING
       PERSON
        WITH        9   SOLE DISPOSITIVE POWER
                         12,240 (not including 15,360 shares subject to options)


                   10   SHARED DISPOSITIVE POWER
                              0


  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

             34,684 shares (including 15,360 shares subject to options)


  12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  /X/


  13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);

             5.0%


  14   TYPE OF REPORTING PERSON
             IN





<PAGE> 3




Item 1.     Security and Issuer.
            -------------------

      This Schedule 13D relates to the shares of common stock, par value $0.01
per share, of NS&L Bancorp, Inc., ("NS&L Bancorp"), a corporation organized
under the laws of the State of Missouri. The principal executive offices of NS&L
Bancorp are located at 111 East Main Street, Neosho, Missouri 64850.

Item 2.     Identity and Background.
            -----------------------

      This Schedule 13D is being filed by C.R. Butler, President, Chief
Executive Officer and a director of NS&L Bancorp. Mr. Butler's business address
is 111 East Main Street, Neosho, Missouri 64850. Mr. Butler is a United States
citizen. During the past five years Mr. Butler has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) nor
has he been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and, as a result of such proceeding, been 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.

Item 3.     Source and Amount of Funds or Other Consideration.
            --------------------------------------------------

      6,000 shares were acquired by Mr. Butler for a total of $50,000.  All of
the funds used to purchase these shares were personal funds of Mr. Butler.

      7,084 shares were acquired by Mr. Butler as a result of his being
allocated such shares under the Neosho Savings and Loan Association, F.A.
Employee Stock Ownership Plan.  These shares were acquired by Mr. Butler without
payment therefor.

      6,240 shares were acquired by Mr. Butler as a result of his being awarded
such shares under the NS&L Bancorp, Inc. Management Recognition and Development
Plan.  These shares were acquired by Mr. Butler without payment therefor.

      15,360 shares may or will be acquired by Mr. Butler upon his exercise of
stock options under NS&L Bancorp's 1995 Stock Option Plan, which options are
exercisable within 60 days of June 20, 2000. The exercise price for each of
these shares is $10.78.


                                      3

<PAGE> 4




Item 4.     Purpose of Transaction.
            -----------------------

      The shares covered by this statement are being held for investment
purposes. Depending upon a continuing assessment and upon future developments,
the reporting person may determine from time to time or at any time to purchase
additional shares of NS&L Bancorp or sell or otherwise dispose of some of the
shares. Other than in his capacity as a member of NS&L Bancorp's Board of
Directors, Mr. Butler has no plans which relate to or would result in:

      (a)   an extraordinary corporate transaction, such as a merger,
            reorganization or liquidation, involving NS&L Bancorp or any of its
            subsidiaries;

      (b)   a sale or transfer of a material amount of assets of NS&L Bancorp
            or any of its subsidiaries;

      (c)   any change in the present Board of Directors or management of NS&L
            Bancorp, including any plans or proposals to change the number or
            term of directors or to fill any existing vacancies on the board;

      (d)   any material change in the present capitalization or dividend policy
            of NS&L Bancorp;

      (e)   any other material change in NS&L Bancorp's business or corporate
            structure;

      (f)   changes in NS&L Bancorp's charter or bylaws or instruments
            corresponding thereto or other actions which may impede the
            acquisition of control of NS&L Bancorp by any person;

      (g)   causing a class of securities of NS&L Bancorp 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;

      (h)   a class of equity securities of NS&L Bancorp becoming eligible for
            termination of registration pursuant to Section 12(g)(4) of the Act;
            or

      (i)   any action similar to any of these enumerated above.


                                      4

<PAGE> 5




Item 5.     Interest in Securities of the Issuer.
            ------------------------------------

      (a)   34,684 shares are beneficially owned by the reporting person as
            of the date of this statement, including 15,360 shares that Mr.
            Butler has the right to acquire pursuant to exercisable options,
            representing 5.0% of the total shares issued and outstanding of NS&L
            Bancorp's common stock. The aggregate amount reported as
            beneficially owned in Row 11 does not include shares held in trust
            by the Neosho Savings and Loan Association, F.A. Employee Stock
            Ownership Plan of which Mr. Butler is a trustee. Mr. Butler
            disclaims beneficial ownership of the shares held in trust by such
            plan (other than such shares that have been allocated to him under
            such plan).

      (b)   The reporting person has sole voting power over 19,324 shares, which
            includes  7,084 shares allocated to Mr. Butler's account under the
            Neosho Savings and Loan Association, F.A. Employee Stock Ownership
            Plan.

            The reporting person has sole dispositive power with respect to
            12,240 shares.

      (c)   The reporting person has not acquired any shares of NS&L Bancorp
            common stock within the past 60 days.

      (d)   Not applicable.

      (e)   Not applicable.

Item 6.   Contracts, Arrangements, Understandings, or Relationships with Respect
          ----------------------------------------------------------------------
          to Securities of the Issuer.
          ----------------------------------------------------------------------

          There are not contracts, arrangements, understandings or relationships
          between Mr. Butler and any person with respect to any securities of
          NS&L Bancorp.

Item 7.   Material to be Filed as Exhibits.
          --------------------------------

          None.


                                      5

<PAGE> 6



                                   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.




                                       By:    /s/ C.R. Butler
                                           -----------------------------------
                                              C.R. Butler


Date: June 28, 2000












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