SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K


(Mark One)
[X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

For the fiscal year ended                 September 30, 1999
                          ------------------------------------------------------

                                     - OR -

|_|      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

For the transition period from                      to
                               --------------------    -------------------------

                         Commission File Number: 0-23164

                            LANDMARK BANCSHARES, INC.
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

                  Kansas                                        48-1142260
-------------------------------------------------            -------------------
       (State or Other Jurisdiction of                        (I.R.S. Employer
      of Incorporation or Organization)                      Identification No.)

Central and Spruce Streets, Dodge City, Kansas                      67801
----------------------------------------------                      -----
   (Address of Principal Executive Offices)                       (Zip Code)

Registrant's telephone number, including area code:              (316) 227-8111
                                                                 --------------
Securities registered pursuant to Section 12(b) of the Act:         None
                                                                    ----
Securities registered pursuant to Section 12(g) of the Act:

                     Common Stock, par value $0.10 per share
                     ---------------------------------------
                                (Title of Class)

         Indicate  by check  mark  whether  the  registrant:  (1) has  filed all
reports  required to be filed by Section 13 or 15(d) of the Securities  Exchange
Act of 1934  during  the  past  12  months  (or for  such  shorter  period  that
Registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes  X    No
                                              ---      ---

         Indicate by check mark if disclosure of delinquent  filers  pursuant to
Item 405 of Regulation S-K is not contained  herein,  and will not be contained,
to the best of  registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K. [ ]

         Issuer's  voting  stock  trades on The Nasdaq  Stock  Market  under the
symbol  "LARK".  The aggregate  market value of the voting common equity held by
non-affiliates of the registrant,  based upon the closing price of such stock as
quoted on Nasdaq's National Market on December 22, 1999, was $13.5 million.

         As of December 23,  1999,  the issuer had  1,127,806  shares of Common
Stock outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

1.   Part II -- Portions of the issuer's Annual Report to  Stockholders  for the
     fiscal year ended September 30, 1999.

2.   Part III -- Portions of issuer's Proxy  Statement for the Annual Meeting of
     Stockholders to be held in January 2000.

<PAGE>
                                     PART I

         Landmark Bancshares,  Inc. (the "Registrant" or the "Company") may from
time to  time  make  written  or oral  "forward-looking  statements",  including
statements  contained in the Company's  filings with the Securities and Exchange
Commission (including this annual report on Form 10-K and the exhibits thereto),
in its reports to stockholders and in other communications by the Company, which
are made in good faith by the Company  pursuant to the "safe harbor"  provisions
of the Private Securities Litigation Reform Act of 1995.

         These forward-looking statements involve risks and uncertainties,  such
as statements of the Company's plans,  objectives,  expectations,  estimates and
intentions,  that are subject to change based on various important factors (some
of which are beyond the Company's control). The following factors, among others,
could cause the Company's  financial  performance to differ  materially from the
plans,  objectives,  expectations,  estimates and  intentions  expressed in such
forward-looking statements: the strength of the United States economy in general
and  the  strength  of  the  local  economies  in  which  the  Company  conducts
operations;  the effects of, and changes in, trade, monetary and fiscal policies
and laws,  including  interest  rate  policies of the Board of  Governors of the
Federal  Reserve  System,   inflation,   interest  rate,   market  and  monetary
fluctuations;  the timely  development  of and  acceptance  of new  products and
services of the Company and the perceived  overall  value of these  products and
services by users,  including  the  features,  pricing  and quality  compared to
competitors'  products and  services;  the  willingness  of users to  substitute
competitors' products and services for the Company's products and services;  the
success of the  Company in  gaining  regulatory  approval  of its  products  and
services,  when required;  the impact of changes in financial services' laws and
regulations   (including  laws  concerning   taxes,   banking,   securities  and
insurance);  technological  changes;  disruption  in data  processing  caused by
computer  malfunctions  associated  with the year  2000  problem;  acquisitions;
changes in consumer  spending and saving habits;  and the success of the Company
at managing these risks.

         The  Company  cautions  that  this  list of  important  factors  is not
exclusive.  The  Company  does  not  undertake  to  update  any  forward-looking
statement,  whether written or oral, that may be made from time to time by or on
behalf of the Company.


Item 1. Business
----------------

General

         The Company is a unitary  savings  and loan  holding  company  that was
incorporated  in  November  1994  under the laws of the State of Kansas  for the
purpose of acquiring all of the issued and outstanding  common stock of Landmark
Federal Savings Bank (the "Bank").  This  acquisition  occurred in March 1994 at
the time the Bank  simultaneously  converted from a mutual to stock  institution
and sold all of its  outstanding  capital stock to the Company,  and the Company
made its initial public  offering of common stock. As of September 30, 1999, the
Company had total assets of $244.1  million,  total deposits of $158.9  million,
and  stockholders'  equity  of  $22.4  million  or 9.2% of  total  assets  under
generally accepted accounting principles ("GAAP"). The Company's only subsidiary
is the Bank.


                                        2

<PAGE>



         The Bank is a federally  chartered stock savings bank  headquartered in
Dodge City,  Kansas and  originally  founded in 1920.  The Bank's  deposits  are
federally  insured  by the  Savings  Association  Insurance  Fund  ("SAIF"),  as
administered by the Federal Deposit Insurance Corporation ("FDIC").

         The Company's primary activity is directing and planning the activities
of the Bank, the Company's  primary asset.  At September 30, 1999, the remainder
of the assets of the Company were  maintained  as deposits in the Bank or in the
form of common stock of other banks. The Company engages in no other significant
activities. As a result, references to the Company or Registrant generally refer
to the Bank,  unless the  context  indicates  otherwise.  In the  discussion  of
regulation,  except for the  discussion of the  regulation  of the Company,  all
regulations apply to the Bank rather than the Company.

         Registrant is primarily engaged in attracting deposits from the general
public  and  using  those  funds to  originate  and sell  real  estate  loans on
one-to-four family residences and, to a lesser extent, to originate consumer and
construction  loans  for  its  portfolio.  Registrant  also  purchases  one-  to
four-family  residential  loans.  Registrant  has offices in Garden City,  Dodge
City, Great Bend,  LaCrosse,  and Hoisington,  Kansas,  which are located in its
primary market area of Ford,  Finney,  Barton, and Rush Counties in the State of
Kansas.  Registrant also has a loan origination  office in the Kansas City area.
In addition,  Registrant invests in  mortgage-related  securities and investment
securities.  Registrant  offers its  customers  fixed-rate  and  adjustable-rate
mortgage  loans,  as  well as  FHA/VA  loans,  commercial  and  consumer  loans,
including home equity and savings account loans.  Adjustable-rate mortgage loans
and  20-year   fixed-rate   mortgage  loans  are  originated  for  retention  in
Registrant's portfolio while 30-year fixed-rate mortgage loans are sold into the
secondary market. All consumer loans are retained in Registrant's portfolio.

         The principal sources of funds for Registrant's  lending activities are
deposits   and   the   amortization,   repayment,   and   maturity   of   loans,
mortgage-related  securities,  and investment  securities.  Principal sources of
income are interest and fees on loans,  mortgage-related securities,  investment
securities,  and deposits  held in other  financial  institutions.  Registrant's
principal expense is interest paid on deposits.

Market Area

         The Kansas counties of Ford, Finney,  Barton, and Rush are Registrant's
primary market area.  This area was founded on  agriculture,  which continues to
play a major role in the economy.  Predominant activities involve the wheat crop
and feed lot operations. Dodge City, the location of Registrant's main office is
known as the "Cowboy  Capital of the World" and maintains a significant  tourism
industry. In the central part of Kansas, where Registrant has most of its branch
offices,  the oil  industry  is  prevalent.  The  largest  employment  sector in
Registrant's  market  area is  agriculture.  The market  area of  Registrant  is
largely  dependent  upon  the  agricultural,  beef  packing,  and  oil  and  gas
industries.  The effect of a downturn  in any of these  industries  could have a
negative impact on the results of operations of Registrant.

Lending Activities

     General.  Registrant's  loan  portfolio  consists  primarily  of fixed  and
adjustable-rate mortgage loans secured by one- to four-family residences and, to
a lesser  extent,  consumer  loans and  construction  loans.  The portfolio also
includes commercial real estate loans.

                                        3

<PAGE>



         Analysis of Loan  Portfolio.  Set forth below is selected data relating
to the composition of  Registrant's  loan portfolio by type of loan on the dates
indicated:

<TABLE>
<CAPTION>
                                                                               At September 30,
                                        --------------------------------------------------------------------------------------------
                                               1999                 1998              1997              1996             1995
                                        ----------------- -------------------- ----------------- ------------------ ----------------
                                            $        %          $        %         $       %          $       %       $        %
                                                                             (Dollars in Thousands)
<S>                                    <C>        <C>    <C>         <C>     <C>       <C>      <C>       <C>     <C>      <C>
Type of Loan: (1)
Real estate loans
  Construction......................... $  1,848    1.04%  $  1,386     0.79% $  1,937    1.22%  $  1,130    0.87% $   202    0.20%
  Residential..........................  138,613   77.94    132,077    75.59   125,961   79.64    105,195   80.98   83,519   84.42
  Commercial...........................    9,050    5.09      4,937     2.83     2,666    1.69      1,852    1.43    1,781    1.80
  Second mortgage......................    9,716    5.46     10,072     5.76     9,986    6.31      8,140    6.27    5,784    5.85
Commercial business....................    6,531    3.67      8,579     4.91     4,050    2.56      3,601    2.77    1,753    1.77
Consumer:
  Savings account......................      660    0.37        588     0.34       574    0.36        555    0.43      605    0.61
  Home improvement.....................       --      --          -        -        --      --         --      --       --      --
  Automobile...........................   12,269    6.90     17,623    10.08    13,310    8.42      9,784    7.53    5,986    6.05
  Other................................      650    0.37        837     0.48       968    0.61        643    0.49      286    0.29
                                         -------  ------    -------   ------   -------  ------    -------  ------   ------  ------
  Gross loans..........................  179,337  100.84    176,099   100.78   159,452  100.81    130,900  100.77   99,916  100.99
Less:..................................
  Unamortized premiums (discounts)
     on loan purchases.................       35    0.02         31     0.02        30    0.02         47    0.04       69    0.07
  Loans in process.....................       --      --         24     0.01        (2)     --         --      --      (45)  (0.05)
  Deferred loan origination fees and
     costs.............................     (214)  (0.12)      (284)   (0.16)     (348)  (0.22)      (304)  (0.23)    (362)  (0.37)
  Allowance for loan losses............   (1,318)  (0.74)    (1,137)   (0.65)     (969)  (0.61)      (740)  (0.58)    (644)  (6.44)
                                         -------  ------    -------   ------   -------  ------    -------  ------   ------  ------
  Total loans, net..................... $177,840  100.00%  $174,733   100.00% $158,163  100.00%  $129,903  100.00% $98,934  100.00%
                                         =======  ======    =======   ======   =======  ======    =======  ======   ======  ======
</TABLE>
-------------
(1)  Includes loans classified as held for sale.



                                        4

<PAGE>



         Loan  Maturity.   The  following  table  sets  forth  the  maturity  of
Registrant's  loan  portfolio at September 30, 1999.  The table does not include
prepayments  or  scheduled  principal  repayments.   Prepayments  and  scheduled
principal  repayments on loans totaled $74.1 million,  $68.3 million,  and $40.2
million  for  the  three  years  ended  September  30,  1999,  1998,  and  1997,
respectively.  Adjustable-rate  mortgage  loans are shown as  maturing  based on
contractual maturities.
<TABLE>
<CAPTION>
                                       1-4 Family     Other
                                       Real Estate  Residential
                                         Mortgage   Commercial   Construction   Consumer       Total
                                         --------    ---------   ------------   --------       -----
                                                                       (In Thousands)
<S>                                     <C>          <C>           <C>       <C>            <C>
Amounts Due:
Within 1 year...................         $     94      $3,852       $1,303    $    2,005       $7,254

After 1 year:
  1 to 3 years..................              533       2,883           --         6,322        9,738
  3 to 5 years..................            1,172       1,175           --        10,346       12,693
  5 to 10 years.................           10,685       3,162           --         3,875       17,722
  10 to 20 years................           66,446       6,411           85           746       73,688
  Over 20 years.................           57,782          --          460            --       58,242
                                          -------      ------        -----     ---------      -------
Total due after one year........          136,618      13,631          545        21,289      172,083
                                          -------      ------        -----     ---------      -------
Total amount due................         $136,712     $17,483       $1,848    $   23,294(1)  $179,337

Less:
Unamortized premium
on loan purchases...............               35          --           --            --           35
Allowance for loan loss.........             (689)       (120)          --          (509)      (1,318)
Loans in process................               --          --           --            --           --
Deferred loan fees..............             (212)         --           (2)           --         (214)
                                          -------      ------        -----     ---------      -------
  Loans receivable, net.........         $135,846     $17,363       $1,846    $   22,785(1)  $177,840
                                          =======      ======        =====     =========      =======
</TABLE>

--------------------
(1)      Includes $9,716 of loans classified as second mortgage loans.


         The following table sets forth the dollar amount of all loans due after
September  30,  2000,  which have  predetermined  interest  rates and which have
floating or adjustable interest rates.


                                           Floating or
                       Fixed Rates       Adjustable Rates      Total
                       -----------       ----------------      -----
                                          (In Thousands)
One-to-four family....  $ 70,226               $66,392        $136,618
Commercial............    11,277                 2,354          13,631
Construction..........       545                    --             545
Consumer..............    21,180                   109          21,289
                         -------                ------         -------
  Total...............  $103,228               $68,855        $172,083
                         =======                ======         =======


                                        5

<PAGE>



         Residential  Loans.  Registrant's  primary lending activity consists of
the  origination of one-to-four  family,  owner-occupied,  residential  mortgage
loans secured by property  located in its primary market area.  Registrant  also
originates  a  small  number  of  residential   real  estate  loans  secured  by
multi-family dwellings.

         Registrant offers adjustable-rate  mortgages ("ARMs") that adjust every
one,  three,  and five years and have terms from 1 to 30 years,  and  fixed-rate
mortgage loans with terms of 1 to 30 years. The interest rates on ARMs are based
on treasury note rates and the national cost of funds.  Registrant considers the
market factors and  competitive  rates on loans as well as its own cost of funds
when  determining  the rates on the loans that it offers.  Registrant also has a
small network of correspondents from whom Registrant may be referred both fixed-
and  adjustable-rate   real  estate  mortgage  loans.   Registrant  retains  the
adjustable-rate  loans for its own loan  portfolio  and sells  most of the fixed
rate  loans  into the  secondary  market,  primarily  to the  Federal  Home Loan
Mortgage Corporation  ("FHLMC").  Historically,  Registrant has sold its 30-year
and 15-year fixed rate loans in the secondary  market;  however,  Registrant has
recently  begun to hold its  15-year and 20-year  fixed rate  mortgage  loans to
maturity.  Registrant  also offers Federal Housing  Administration  and Veterans
Administration   ("FHA/VA")  loans.  Fixed-rate  mortgage  loans  are  generally
originated to FHLMC standards.  Although Registrant  originates  adjustable-rate
mortgage loans for its own portfolio,  they are underwritten to FHLMC standards,
so that they are saleable in the secondary  market.  FHA/VA loans are originated
in accordance with FHA/VA guidelines,  most of which are sold to various private
investors.

     Generally,  during periods of rising interest rates, the risk of default on
an ARM is considered to be greater than the risk of default on a fixed-rate loan
due to the upward  adjustment of interest costs to the borrower.  To help reduce
such risk,  Registrant  qualifies the loan at the fully indexed accrual rate, as
opposed to the original interest rate. ARMs may be made at up to 95% of the loan
to value ratio. Registrant does not originate ARMs with negative amortization.

         Regulations  limit the amount which a savings  association  may lend in
relationship  to the  appraised  value of the real estate  securing the loan, as
determined  by an appraisal at the time of loan  origination.  Such  regulations
permit a maximum  loan-to-value  ratio of 100% for residential  property and 90%
for all  other  real  estate  loans.  Registrant's  lending  policies,  however,
generally limit the maximum loan-to-value ratio to 80% of the appraised value of
the property, based on an independent or staff appraisal.  When Registrant makes
a loan in  excess  of 80% of the  appraised  value or  purchase  price,  private
mortgage  insurance is generally required for at least the amount of the loan in
excess  of 80% of the  appraised  value.  Registrant  generally  does  not  make
non-owner occupied one- to four-family loans in excess of 80%.

         The  loan-to-value  ratio,   maturity,  and  other  provisions  of  the
residential  real estate loans made by  Registrant  reflect the policy of making
loans generally below the maximum limits permitted under applicable regulations.
Registrant  requires an independent or staff  appraisal,  title  insurance or an
attorney's opinion or with an abstract,  flood hazard insurance (if applicable),
and fire and casualty  insurance on all  properties  securing  real estate loans
made by  Registrant.  Registrant  reserves the right to approve the selection of
which title  insurance  companies'  policies are  acceptable  to insure the real
estate in the loan transactions.

         While one- to  four-family  residential  real estate loans are normally
originated with 15-30 year terms,  such loans typically  remain  outstanding for
substantially  shorter  periods.  This is because  borrowers  often prepay their
loans in full upon sale of the property  pledged as security or upon refinancing
the

                                        6

<PAGE>



original loan. In addition,  substantially all of the fixed-interest  rate loans
in  Registrant's  loan  portfolio  contain  due-on-sale  clauses  providing that
Registrant  may declare the unpaid  amount due and payable  upon the sale of the
property securing the loan. Registrant enforces these due-on-sale clauses to the
extent  permitted by law.  Thus,  average loan  maturity is a function of, among
other  factors,  the level of  purchase  and sale  activity  in the real  estate
market, prevailing interest rates, and the interest rates payable on outstanding
loans.

         Second Mortgage Loans. Registrant makes loans on real estate secured by
secondary,  or junior,  mortgages.  Secondary  mortgage  loans possess  somewhat
greater risk than primary  mortgage  loans because the security  underlying  the
second  mortgage  loan must first be used to satisfy  the  obligation  under the
primary mortgage loan.  Registrant's  lending policies for second mortgage loans
secured  by one- to  four-family  residences  are  similar  to  those  used  for
residential loans, including the required  loan-to-value ratio.  Registrant does
not currently  originate any second  mortgage  loans outside its primary  market
area.

         Multi-Family    Loans.    Registrant   also   makes    fixed-rate   and
adjustable-rate  multi-family loans, including loans on apartment complexes. The
largest  group of  multi-family  real  estate  loans on a single  complex  had a
balance of  approximately  $1.3 million at September  30, 1999,  on an apartment
complex located within the Registrant's primary market area.

         Multi-family  loans  generally  provide  higher  origination  fees  and
interest rates, as well as shorter terms to maturity and repricing,  than can be
obtained from  single-family  mortgage  loans.  Multi-family  lending,  however,
entails   significant   additional  risks  compared  with  one-  to  four-family
residential  lending.  For example,  multi-family loans typically involve larger
loan balances to single  borrowers or groups of related  borrowers,  the payment
experience on such loans  typically is dependent on the successful  operation of
the real estate project, and these risks can be significantly impacted by supply
and  demand  conditions  in the market for  multi-family  residential  units and
commercial office, retail, and warehouse space.

         Consumer  Loans.  Registrant  views  consumer  lending as an  important
component of its business  operations  because  consumer  loans  generally  have
shorter terms and higher yields,  thus reducing  exposure to changes in interest
rates. In addition,  Registrant  believes that offering  consumer loans helps to
expand and create stronger ties to its customer base.  Consequently,  Registrant
intends to continue its consumer lending. Regulations permit federally-chartered
savings banks to make certain secured and unsecured  consumer loans up to 35% of
assets.  In addition,  Registrant has lending  authority above the 35% limit for
certain  consumer loans,  such as home  improvement,  credit card, and education
loans, and loans secured by savings accounts.

         Consumer loans consist of personal  unsecured  loans,  home improvement
loans, automobile loans, and savings account loans, at fixed rates.

         The  underwriting  standards  employed by Registrant for consumer loans
include a determination of the applicant's payment history on other debts and an
assessment of ability to meet existing  obligations and payments on the proposed
loan. In addition,  the stability of the applicant's monthly income from primary
employment is considered during the underwriting  process.  Credit worthiness of
the applicant is of primary  consideration;  however,  the underwriting  process
also  includes a  comparison  of the value of the  security  in  relation to the
proposed loan amount.


                                        7

<PAGE>



         Consumer loans entail greater credit risk than do residential  mortgage
loans, particularly in the case of consumer loans which are unsecured or secured
by assets that depreciate rapidly, such as automobiles, mobile homes, boats, and
recreational  vehicles.  In such cases,  repossessed  collateral for a defaulted
consumer  loan  may  not  provide  an  adequate  source  of  repayment  for  the
outstanding  loan and the remaining  deficiency  often does not warrant  further
substantial  collection  efforts  against the borrower.  In particular,  amounts
realizable on the sale of repossessed  automobiles may be significantly  reduced
based  upon the  condition  of the  automobiles  and the lack of demand for used
automobiles.  Registrant  adds a general  provision  to its  consumer  loan loss
allowance,  based on general economic  conditions,  prior loss  experience,  and
management's periodic evaluation.

         Commercial Real Estate Loans.  Commercial real estate secured loans are
originated  in amounts up to 80% of the appraised  value of the  property.  Such
appraised value is determined by an independent appraiser previously approved by
Registrant.  Registrant's  commercial  real  estate  loans are  permanent  loans
secured by improved  property  such as small office  buildings,  retail  stores,
small strip plazas, and other non-residential  buildings.  Registrant originates
commercial  real  estate  loans  with  amortization  periods  of 1 to 20  years,
primarily as adjustable rate mortgages.

         Loans secured by  commercial  real estate  generally  involve a greater
degree of risk than  residential  mortgage loans and carry larger loan balances.
This  increased  credit  risk is a result  of  several  factors,  including  the
concentration  of  principal  in a limited  number of loans and  borrowers,  the
effects of general economic  conditions on income  producing  properties and the
increased  difficulty  of  evaluating  and  monitoring  these  types  of  loans.
Furthermore,  the  repayment  of loans  secured  by  commercial  real  estate is
typically  dependent  upon the  successful  operation of the related real estate
project. If the cash flow from the project is reduced, the borrower's ability to
repay the loan may be impaired.  At September 30, 1999,  the largest  commercial
real estate  loan was a  construction  loan that had a balance of  approximately
$752,000 and was still in the construction phase at September 30, 1999.

         Construction   Loans.   Registrant  does  not  actively  seek  to  make
construction loans.  Construction financing is generally considered to involve a
higher  degree of risk of loss than  long-term  financing on improved,  occupied
real estate.  Risk of loss on a construction  loan is dependent largely upon the
accuracy  of the initial  estimate  of the  property's  value at  completion  of
construction  or  development  and the estimated  cost  (including  interest) of
construction. During the construction phase, a number of factors could result in
delays and cost  overruns.  If the estimate of  construction  costs proves to be
inaccurate,  Registrant  may be  required  to  advance  funds  beyond the amount
originally committed to permit completion of the development. If the estimate of
value proves to be inaccurate,  Registrant may be confronted, at or prior to the
maturity of the loan,  with a project  having a value which is  insufficient  to
assure full repayment.

         Commercial  Business Loans.  Regulations  authorize  Registrant to make
secured or unsecured loans for commercial, corporate, business, and agricultural
purposes.  The aggregate amount of such loans  outstanding may not exceed 10% of
Registrant's assets. In addition, another 10% of total assets may be invested in
commercial equipment leasing. Most of Registrant's commercial business loans are
secured by real estate or other assets such as  automobiles.  The Registrant had
two lines of credit between $1.0 million and $1.2 million at September 30, 1999.
The portfolio includes additional loans with large aggregate dollar balances.


                                        8

<PAGE>



         It is the policy of Registrant to annually request financial statements
from  commercial  loan  borrowers.  The  financial  statements  are  reviewed as
received by  management  to detect any  conditions or trends that may affect the
ability of the borrower, including cash flows of the project, to repay the debt.
Because  of the large  dollar  amounts  outstanding  on some of the loans in the
portfolio, the failure of only one of these borrowers to repay a loan could have
a material impact on the Registrant.

         Loan Solicitation and Processing. Registrant's sources of mortgage loan
applications  are referrals  from existing or past  customers,  local  realtors,
builders,  loan correspondents,  and walk-in customers and also as the result of
advertising.  The Association actively solicits local realtors and believes they
provide a substantial  number of customers that originate loans with Registrant.
Registrant also solicits loans from a small network of correspondent  lenders in
Wichita,  Kansas and Albuquerque,  New Mexico as well as various  communities in
central and western Kansas. These  correspondents,  selected by management,  are
located in markets Registrant does not otherwise serve.

         The loan approval  process is segmented by the type of loan and size of
loan.  Consumer loans may be approved by certain loan officers within designated
limits.  One or more  signatures  of  members of senior  management  may also be
required for larger  consumer loans.  The Board of Directors  ratifies all loans
that have been approved by officers or committees.

         All  commercial  real  estate  loans  are  submitted  to the  Board  of
Directors for approval upon the recommendation of senior management.

         The real estate loan committee consists of various officers. Any two of
those individuals may collectively approve one- to four-family  residential real
estate loans up to $100,000.  Loans in amounts  greater than  $100,000 and up to
the  current  FHLMC  maximum  loan amount must be approved by no less than three
members of the loan  committee.  Real estate loans over the current  FHLMC limit
require the approval of the Board of Directors.

         Registrant  uses fee appraisers or staff  appraisers on all real estate
related transactions that are originated in the main office or branch offices of
Registrant.  It  is  Registrant's  policy  to  obtain  title  insurance  on  all
properties  securing real estate loans and to obtain fire and casualty insurance
on all loans  that  require  security.  On  occasion,  when  originating  loans,
abstracts or attorney opinions may be utilized in lieu of title insurance.

Origination, Purchase, and Sale of Loans

         During the fiscal year ended September 30, 1999,  Registrant originated
$79.7 million in loans, purchased $15.2 million in loans (all secured by one- to
four-family residences), and sold $23.7 million in loans.

         Loan Sales.  Registrant  generally  retains servicing on all loans sold
with the  exception  of fixed rate FHA/VA  loans  which are sold with  servicing
released. All such loans were sold without recourse to the Company.


                                        9

<PAGE>



         Loan  Commitments.  Registrant  issues written,  formal  commitments to
prospective  borrowers  on all  real  estate  approved  loans.  The  commitments
generally  requires  acceptance  within  60 days of the  date of  issuance.  For
commercial real estate loans or commercial  loans in general,  the commitment is
issued for  approximately 60 days and must be closed within 60 days of issuance.
Commitments for consumer loans expire 30 days after  issuance.  At September 30,
1999,  Registrant had $3.3 million of  commitments  to originate  loans and $3.6
million of unfunded commitments under lines of credit.

         Loan  Processing and Servicing  Fees. In addition to interest earned on
loans, the Company  recognizes fees and service charges which consist  primarily
of fees on loans  serviced for others and late charges.  The Company  recognized
net loan servicing fees of $165,000,  $157,000, and $161,000 for the years ended
September 30, 1999, 1998 and 1997, respectively. As of September 30, 1999, loans
serviced for others totaled $61.9 million.

         Loans to One  Borrower.  Savings  associations  are subject to the same
limits as those  applicable to national banks,  which under current  regulations
generally  limit  loans-to-one  borrower to an amount equal to 15% of unimpaired
capital  and  unimpaired  surplus  calculated  as the sum of the Bank's core and
supplementary capital included in total capital, plus the balance of the general
valuation  allowances  for loan and lease losses not  included in  supplementary
capital,  plus investments in subsidiaries  that are not included in calculating
core capital,  or $500,000,  whichever is greater. An additional amount equal to
10% of unimpaired  capital and unimpaired surplus may be included if the loan is
secured by readily marketable collateral (generally,  financial instruments, not
real estate).  Under this general  restriction,  the Bank's  maximum loan to one
borrower limit at September 30, 1999 was approximately $3.0 million.

         Registrant's  largest amount of loans to one borrower was approximately
$2.7 million as of  September  30,  1999.  These loans are secured  primarily by
interests in automobiles. These loans were current at September 30, 1999.

         Loan  Delinquencies.  Registrant's  collection  procedures provide that
when a mortgage loan is 15 days past due, a computer printed  delinquency notice
is sent. If payment is still delinquent at the end of that month, within 15 days
a  telephone  call  is  made  to the  borrower.  If the  delinquency  continues,
subsequent efforts are made to eliminate the delinquency.  If the loan continues
in a delinquent status for 60 days or more, the Board of Directors of Registrant
generally  approves  the  initiation  of  foreclosure  proceedings  unless other
repayment  arrangements are made.  Collection  procedures for non-mortgage loans
generally begin after a loan is 10 days delinquent.

         Loans are  reviewed on a regular  basis and are  generally  placed on a
non-accrual  status when the loan becomes more than 90 days  delinquent  and, in
the opinion of management,  the  collection of additional  interest is doubtful.
Interest  accrued and unpaid at the time a loan is placed on non-accrual  status
is charged against interest income.  Subsequent  interest payments,  if any, are
either  applied to the  outstanding  principal  balance or  recorded as interest
income, depending on the assessment of the ultimate collectibility of the loan.



                                       10

<PAGE>



         The following table sets forth information regarding non-accrual loans,
real estate owned ("REO") and other  repossessed  assets,  and loans that are 90
days or more  delinquent but on which  Registrant  was accruing  interest at the
dates indicated.  At such dates, Registrant had no restructured loans within the
meaning of Statement of Financial Accounting Standards ("SFAS") No. 15.
<TABLE>
<CAPTION>
                                                                             At September 30,
                                                                ----------------------------------------
                                                                  1999    1998    1997    1996    1995
                                                                  ----    ----    ----    ----    ----
                                                                           (Dollars in thousands)
<S>                                                             <C>     <C>     <C>     <C>     <C>
Loans accounted for on a non-accrual basis:
Mortgage loans:
  Permanent loan secured by 1-4
     dwelling units ...........................................   $128    $185    $ 78    $ 51    $239
  All other mortgage loans ....................................    --       91     --      --      --
Non-Mortgage loans:
  Consumer loans ..............................................    185     230     294      76       5
                                                                  ----    ----    ----    ----    ----
Total .........................................................   $313    $506    $372    $127    $244
                                                                  ====    ====    ====    ====    ====

Accruing loans that are contractually past due 90 days or more:
Mortgage loans:
  Permanent loans secured by
    1-4 dwelling units ........................................   $180    $182    $ 50    $146    $142
  All other mortgage loans ....................................    --      --      --       44     --
                                                                  ----    ----    ----    ----    ----
Total .........................................................   $180    $182    $ 50    $190    $142
                                                                  ====    ====    ====    ====    ====
Total non-accrual and 90-day
  past due accrual loans ......................................   $493    $688    $422    $317    $386
                                                                  ====    ====    ====    ====    ====
Real estate owned .............................................   $147    $ 71    $252    $--     $ 66
                                                                  ====    ====    ====    ====    ====
Total non-performing
  assets ......................................................   $640    $759    $674    $317    $452
                                                                  ====    ====    ====    ====    ====
Total non-accrual and 90-day
  past due accrual loans to net
  loans .......................................................   0.28%   0.39%   0.27%   0.24%   0.39%
                                                                  ====    ====    ====    ====    ====
Total non-accrual and 90-day
  past due accrual loans to total
  assets ......................................................   0.20%   0.31%   0.19%   0.15%   0.19%
                                                                  ====    ====    ====    ====    ====
Total non-performing
  assets to total assets ......................................   0.26%   0.34%   0.30%   0.15%   0.22%
                                                                  ====    ====    ====    ====    ====
</TABLE>

         Interest income that would have been recorded on renegotiated loans and
loans  accounted  for on a  non-accrual  basis under the original  terms of such
loans was $39,000 for the year ended  September 30, 1999.  Amounts  foregone and
not included in  Registrant's  interest  income for the year ended September 30,
1999 totaled $12,000.


                                       11

<PAGE>



         Classified  Assets.  Office of Thrift Supervision  ("OTS")  regulations
provide for a classification  system for problem assets of insured  institutions
that covers all problem assets. Under this classification system, problem assets
of insured institutions are classified as "substandard,"  "doubtful," or "loss."
An  asset is  considered  substandard  if it is  inadequately  protected  by the
current  net worth and  paying  capacity  of the  obligor  or of the  collateral
pledged, if any. Substandard assets include those characterized by the "distinct
possibility"  that the  insured  institution  will  sustain  "some  loss" if the
deficiencies  are not corrected.  Assets  classified as doubtful have all of the
weaknesses   inherent   in  those   classified   substandard,   with  the  added
characteristic  that the weaknesses  present make  "collection or liquidation in
full," on the basis of currently existing facts,  conditions and values, "highly
questionable  and  improbable."  Assets  classified as loss are those considered
"uncollectible"  and of such  little  value  that  their  continuance  as assets
without the  establishment  of a specific loss reserve is not warranted.  Assets
designated  special  mention by management are assets  included on  Registrant's
internal  watch list  because of potential  weakness but which do not  currently
warrant classification in one of the aforementioned categories.

         When  an  insured  institution  classifies  problem  assets  as  either
substandard or doubtful,  it may establish general allowances for loan losses in
an amount  deemed  prudent by  management.  General  allowances  represent  loss
allowances which have been established to recognize the inherent risk associated
with lending activities,  but which, unlike specific  allowances,  have not been
allocated to particular problem assets. When an insured  institution  classifies
problem assets as loss, it is required either to establish a specific  allowance
for losses equal to 100% of that portion of the asset so classified or to charge
off such amount. An institution's  determination as to the classification of its
assets and the amount of its  valuation  allowances  is subject to review by the
OTS, which may order the  establishment  of additional  general or specific loss
allowances.  A portion of general loss allowances  established to cover possible
losses  related to assets  classified as substandard or doubtful may be included
in determining an institution's  regulatory  capital,  while specific  valuation
allowances for loan losses  generally do not qualify as regulatory  capital.  At
September 30, 1999 that  Registrant  had a general loss  allowance for loans and
REO of $1,318,000.

                                             At
                                        September 30,
                                        -------------
                                            1999
                                            ----
                                       (In Thousands)

         Special mention assets            $  140
                                           ======
         Classified assets
           Substandard ........            $1,338
                                           ------

           Doubtful ...........              --
           Loss ...............              --
                                           ------
             Total ............            $1,338
                                           ======

         Foreclosed  Assets.  Assets owned or acquired by Registrant as a result
of foreclosure,  judgment, or by a deed in lieu of foreclosure are classified as
foreclosed  assets until they are sold. When property is acquired it is recorded
at fair value as of the date of foreclosure or transfer less estimated  disposal
costs.  Valuations  are  periodically  performed by  management  and  subsequent
charges to  general  loan  reserves  are taken  when it is  determined  that the
carrying value of the property  exceeds the fair value less  estimated  costs to
sell.  It is  subsequently  carried at the lower of the new basis (fair value at
foreclosure  or transfer) or fair value.  Registrant  had $147,000 in foreclosed
assets as of September 30, 1999.

                                       12

<PAGE>



         Allowance for Loan and Real Estate Losses. It is management's policy to
provide for losses on  unidentified  loans in its loan  portfolio and foreclosed
real  estate.  A  provision  for loan losses is charged to  operations  based on
management's  evaluation  of  the  potential  losses  that  may be  incurred  in
Registrant's  loan portfolio.  Such  evaluation,  which includes a review of all
loans  of  which  full  collectibility  of  interest  and  principal  may not be
reasonably assured, considers, among other matters, the estimated net realizable
value of the underlying  collateral.  During the years ended September 30, 1999,
1998,   and  1997,   Registrant   charged   $785,000,   $265,000  and  $308,000,
respectively,  to the provision for loan losses and $0, $0 and $0, respectively,
to the provision for losses on foreclosed assets.

         Management  will  continue  to review  the  entire  loan  portfolio  to
determine the extent, if any, to which further additional loss provisions may be
deemed  necessary.  There can be no assurance that the allowance for losses will
be adequate to cover losses which may in fact be realized in the future and that
additional provisions for losses will not be required.



                                       13

<PAGE>



         The amount and percent of loans in each category to total loans for the
distribution  of  Registrant's  allowance  for  losses  on  loans  at the  dates
indicated is summarized as follows:
<TABLE>
<CAPTION>
                                                                     At September 30,
                                --------------------------------------------------------------------------------------------
                                      1999               1998              1997             1996                1995
                                ------------------ ---------------- ----------------- ----------------- --------------------
                                    $        %         $       %        $        %        $       %           $        %
                                   ---      ---       ---     ---      ---      ---      ---     ---         ---      --
                                                                 (Dollars in Thousands)

<S>                            <C>       <C>      <C>      <C>     <C>       <C>     <C>       <C>      <C>        <C>
Residential real estate.....     $  689    83.74%   $  689   81.51%  $  603    86.47%  $ 523     87.44%   $ 521      89.58%
Commercial real estate......         70     5.05        22    2.80       12     1.67       9      1.42       10       1.78
Commercial business.........         50     3.64        38    4.87       76     2.54      51      2.75       23       1.76
Consumer....................        509     7.57       388   10.82      278     9.32     157      8.39       90       6.88
                                  -----   ------    ------  ------    -----   ------    -----   ------     ----     ------
Total.......................     $1,318   100.00%   $1,137  100.00%  $  969   100.00%  $  740   100.00%   $ 644     100.00%
                                  =====   ======     =====  ======    =====   ======    =====   ======     =====    ======
</TABLE>



                                       14

<PAGE>
          The   following   table  sets  forth   information   with  respect  to
Registrant's allowance for loan losses at the dates indicated:
<TABLE>
<CAPTION>
                                                         At September 30,
                               -----------------------------------------------------------------
                                  1999          1998          1997          1996          1995
                               ---------     ---------     ---------     ---------     ---------
                                                       (Dollars in Thousands)
<S>                           <C>           <C>           <C>           <C>           <C>
Total loans outstanding ....   $ 177,840     $ 174,733     $ 158,163     $ 129,903     $  98,934
                               =========     =========     =========     =========     =========

Average loans outstanding ..   $ 176,318     $ 167,490     $ 145,395     $ 110,084     $  81,236
                               =========     =========     =========     =========     =========

Allowance balances
  (at beginning of period) .       1,137           969           740           644           619
Provision (credit):
  Real estate-mortgage .....        --              75            88            20           (17)
  Consumer .................         725           130           220           115            26
  Commercial ...............          60            60          --            --            --
                               ---------     ---------     ---------     ---------     ---------
                                     785           265           308           135             9
                               ---------     ---------     ---------     ---------     ---------
Charge-offs:
  Real estate-mortgage .....        --              (2)          (17)          (19)           (1)
  Consumer .................        (658)         (105)          (75)          (20)           (1)
                               ---------     ---------     ---------     ---------     ---------
                                    (658)         (107)          (92)          (39)           (2)
                               ---------     ---------     ---------     ---------     ---------
Recoveries:
  Real estate-mortgage .....        --               1            13          --              16
  Consumer .................          54             9          --            --               2
                               ---------     ---------     ---------     ---------     ---------
                                      54            10            13          --              18
                               ---------     ---------     ---------     ---------     ---------
Net (charge-offs) recoveries        (604)          (97)          (79)          (39)           16
                               =========     =========     =========     =========     =========
Allowance balance
  (at end of period) .......   $   1,318     $   1,137     $     969     $     740     $     644
                               =========     =========     =========     =========     =========
Allowance for loan losses as
  a percent of total loans
  outstanding ..............        0.74%         0.65%         0.61%         0.57%         0.65%
                               =========     =========     =========     =========     =========
Net loans charged off as a
  percent of average loans
  outstanding ..............        0.34%         0.06%         0.06%         0.04%        (0.02%)
                               =========     =========     =========     =========     =========
</TABLE>
         The following table sets forth information with respect to Registrant's
allowance  for  losses  on  real  estate  owned  and in  judgment  at the  dates
indicated:
<TABLE>
<CAPTION>
                                                    At September 30,
                                 -----------------------------------------------
                                   1999       1998       1997        1996  1995
                                   ----       ----       ----        ----  ----
                                                (Dollars in Thousands)
<S>                             <C>       <C>        <C>        <C>         <C>
Total real estate owned and in
  judgment, net ..............   $   147   $     71   $    252   $    --     $66
                                 =======   ========   ========   =========   ===
Allowance balances -
  beginning ..................   $  --     $   --     $   --     $    --     $--
Provision ....................      --         --         --          --      --
Net charge-offs ..............      --         --         --          --      --
                                 -------   --------   --------   ---------   ---
Allowance balances - ending ..   $  --     $   --     $   --     $    --     $--
                                 =======   ========   ========   =========   ===
Allowance for losses on real
  estate owned and in judgment
  to net real estate owned and
  in judgment ................      --  %      -- %       -- %       -- %     -- %
                                 =======   ========   ========   =========   ===
</TABLE>
                                       15
<PAGE>
Interest Bearing Accounts Held at Other Financial Institutions

         As of September  30, 1999,  the Company had a balance of  $4,377,000 on
its interest-bearing deposits in other financial institutions,  principally with
the Federal Home Loan Bank  ("FHLB") of Topeka  (including up to $100,000 at the
other financial  institutions covered by FDIC deposit insurance and held in time
deposits).  The Company maintains these accounts in order to maintain  liquidity
and improve the interest-rate sensitivity of its assets.

Investment Activities

         Registrant is required under federal  regulations to maintain a minimum
amount of liquid assets that may be invested in specified short-term  securities
and certain other investments.  Registrant has generally  maintained a liquidity
portfolio  well in excess of regulatory  requirements.  Liquidity  levels may be
increased or decreased depending upon the yields on investment  alternatives and
upon management's judgment as to the attractiveness of the yields then available
in relation to other  opportunities  and its expectation of future yield levels,
as well as management's  projections as to the short-term demand for funds to be
used in Registrant's loan origination and other activities.  As of September 30,
1999,  Registrant had an investment  portfolio of  approximately  $40.9 million,
consisting  primarily  of U.S.  Government  agency  obligations,  U.S.  Treasury
securities,  investment grade corporate debt securities,  municipal obligations,
and  FHLB  stock  as  permitted  by the  OTS  regulations.  Of  this  portfolio,
approximately  $4.4  million  consists of  investments  in common stock of other
issuers. Registrant has also invested in mortgage-related securities principally
in Federal National Mortgage  Association ("FNMA") ARMs and FHLMC ARMs, and to a
lesser  extent,   Collateralized   Mortgage  Obligations  ("CMOs").   Registrant
anticipates  having the  ability to fund all of its  investing  activities  from
funds held on deposit at FHLB of Topeka.  Registrant  will continue to seek high
quality investments with short to intermediate  maturities and duration from one
to five years.



                                       16

<PAGE>



Investment Portfolio

         The  following  table sets  forth the  carrying  value of  Registrant's
investment securities portfolio,  short-term investments, mutual funds, and FHLB
stock,  at the dates  indicated.  None of the investment  securities  held as of
September  30,  1999 was  issued  by an  individual  issuer  in excess of 10% of
Registrant's  capital,  excluding  the  securities of U.S.  Government  and U.S.
Government Agencies and Corporations. As of September 30, 1999, the market value
of Registrant's total investment portfolio was $40.0 million.



                                         At September 30,
                                  ----------------------------
                                     1999      1998      1997
                                     ----      ----      ----
                                          (In thousands)
Investments Held to Maturity:
  U.S. Government Securities ..   $  --     $  --     $  --
  U.S. Agency Securities ......    27,465    10,000    17,298
  Corporate Notes and Bonds ...      --        --        --
  Municipal Obligations .......     1,385     1,575     1,540
                                  -------   -------   -------
  Total Investments Held to
    Maturity ..................    28,850    11,575    18,838
                                  -------   -------   -------

Investments Available-for-Sale:
  U.S. Agency Securities ......     4,000      --        --
  Common Stock ................     4,378     5,800     4,087
  FHLB Stock ..................     3,441     3,211     2,976
  Other Equity Securities .....        10        10        10
  Corporate Notes and Bonds ...       193       200        50
                                  -------   -------   -------
  Total Investments Available
   -for-Sale ..................    12,022     9,221     7,123
                                  -------   -------   -------
  Total Investments ...........   $40,872   $20,796   $25,961
                                  =======   =======   =======


         Registrant  classifies its investments in accordance with SFAS 115. See
the discussion of SFAS 115 under "-- Mortgage-Backed  Securities." See Note 1 to
the  Consolidated  Financial  Statements  incorporated  by  reference  into this
document.


                                       17

<PAGE>



Investment Portfolio Maturities

         The  following  table  sets forth  certain  information  regarding  the
carrying  values,  weighted  average  yields,  and  maturities  of the Company's
investment  securities  portfolio as of September 30, 1999. Yields on tax exempt
obligations have not been computed on a tax equivalent basis.

<TABLE>
<CAPTION>
                                                                 As of September 30, 1999
                                 ---------------------------------------------------------------------------------------------------
                                                                                                                     Total
                                 One Year or Less One to Five Years  Five to Ten Years  More than Ten Years  Investment Securities
                                 ---------------- -----------------  -----------------  -------------------  -----------------------
                                 Carrying Average Carrying Average   Carrying   Average  Carrying  Average Carrying  Average  Market
                                   Value   Yield    Value   Yield     Value      Yield    Value    Yield    Value    Yield    Value
                                   -----   -----    -----   -----     -----      -----    -----    -----    -----    -----    -----
                                                                   (Dollars in Thousands)
<S>                                <C>     <C>     <C>      <C>     <C>        <C>      <C>        <C>   <C>        <C>    <C>
Investment Securities:
  U.S. Government Obligations....   $  --     --%   $   --      --%  $    --        --%  $   --       --% $    --       --% $    --
  U.S. Agency Obligations........      --     --     1,000    6.24    25,465      6.66    5,000     7.23   31,465     6.73   30,578
  Municipal Obligations..........     100   6.10       500    4.87       785      4.96       --       --    1,385     5.01    1,392
  Corporate Notes and Bonds......      --     --        52   11.00        94     12.50       47     9.00      193    11.25      193
                                     ----   ----     -----   -----     -----     -----    -----    -----   ------    -----   ------
    Total........................   $ 100   6.10%   $1,552    5.95%  $26,344      6.62%  $5,047     7.25% $33,043     6.68% $32,163
                                     ====   ====     =====   =====    ======     =====    =====    =====   ======    =====   =======

</TABLE>



                                       18

<PAGE>



Mortgage-Backed Securities

         To supplement  lending  activities,  Registrant  invests in residential
mortgage-backed  securities.  Mortgage-backed securities can serve as collateral
for borrowings and, through repayments,  as a source of liquidity (see Note 3 to
the  Consolidated  Financial  Statements  incorporated  by  reference  into this
document).

         In May 1994, the Financial  Accounting  Standards Board ("FASB") issued
SFAS No. 115,  Accounting for Certain Investments in Debt and Equity Securities.
This statement  addresses the accounting and reporting for investments in equity
securities that have readily determinable fair values and for all investments in
debt  securities.  SFAS No. 115 is effective  for fiscal years  beginning  after
December 15, 1993 as of the beginning of the fiscal year (i.e.,  October 1, 1994
for Registrant).

         SFAS  No.  115  requires   classification  of  investments  into  three
categories.  Debt securities that Registrant has the positive intent and ability
to hold to  maturity  must be  reported  at  amortized  cost.  Debt  and  equity
securities that are bought and held  principally for the purpose of selling them
in the near term must be  reported  at fair  value,  with  unrealized  gains and
losses  included  in  earnings.  All other  debt and equity  securities  must be
considered  available  for  sale  and  must  be  reported  at fair  value,  with
unrealized  gains and losses  excluded  from earnings but reported as a separate
component of stockholders' equity (net of tax effects).

         Registrant adopted SFAS No. 115 as of October 1, 1994. At September 30,
1999, the mortgage-backed securities portfolio had a fair value of $13.5 million
and an  amortized  cost of  $13.5  million.  That  part  of the  mortgage-backed
securities  portfolio  classified  as held to maturity is recorded at  amortized
cost. That part of the  mortgage-backed  securities  classified as available for
sale is recorded at fair value,  with unrealized  gains and losses excluded from
earnings but reported as a separate  component of  stockholders'  equity (net of
tax effects). As of September 30, 1999, there were no mortgage-backed securities
that were classified as available for sale.

         Mortgage-backed securities represent a participation interest in a pool
of  single-family  mortgages,  the principal and interest  payments on which are
passed  from  the  mortgage  originators,   through  intermediaries   (generally
quasi-governmental agencies) that pool and repackage the participation interests
in  the  form  of  securities,  to  investors  such  as  the  Association.  Such
quasi-governmental  agencies,  which  guarantee  the  payment of  principal  and
interest  to  investors,  primarily  include  the  Federal  Home  Loan  Mortgage
Corporation  ("FHLMC"),  Government National Mortgage Association ("GNMA"),  and
Federal National Mortgage Association ("FNMA").

         FHLMC is a  publicly-owned  corporation  chartered by the United States
Government.  FHLMC  issues  participation  certificates  backed  principally  by
conventional mortgage loans. FHLMC guarantees the timely payment of interest and
the ultimate return of principal  within one year. FHLMC securities are indirect
obligations  of the  United  States  Government.  FNMA is a private  corporation
chartered  by  Congress  with a mandate  to  establish  a  secondary  market for
conventional mortgage loans. FNMA guarantees the timely payment of principal and
interest,  and FNMA  securities  are indirect  obligations  of the United States
Government.  GNMA is a government  agency  within the  Department of Housing and
Urban Development  ("HUD") which is intended to help finance government assisted
housing programs.  GNMA guarantees the timely payment of principal and interest,
and GNMA securities are backed by the full faith and credit of the United States
Government.  Because FHLMC,  FNMA, and GNMA were  established to provide support
for low- and middle-income housing, there are limits to the maximum size

                                       19

<PAGE>



of loans that qualify for these programs. To accommodate larger-sized loans, and
loans that, for other reasons,  do not conform to the agency programs,  a number
of private  institutions  have established  their own home-loan  origination and
securitization programs.

         Mortgage-backed  securities  typically are issued with stated principal
amounts,  and the  securities  are backed by pools of mortgages  that have loans
with  interest  rates that are within a range and have varying  maturities.  The
underlying  pool of mortgages can be composed of either fixed rate  mortgages or
adjustable  rate  mortgage  loans.   Mortgage-backed  securities  are  generally
referred to as mortgage participation certificates or pass-through certificates.
As a result,  the interest rate risk  characteristics  of the underlying pool of
mortgages, (i.e., fixed rate or adjustable rate) as well as prepayment risk, are
passed on to the certificate holder. The life of a mortgage-backed  pass-through
security  is  equal  to the life of the  underlying  mortgages.  Mortgage-backed
securities  issued  by  FHLMC,  FNMA,  and  GNMA  make  up  a  majority  of  the
pass-through certificates market.

         The collateralized  mortgage  obligations ("CMOs") (in the form of real
estate  mortgage  investment  conduits) held by Registrant at September 30, 1999
totaled  $5.2 million and  consisted  of CMOs issued by FHLMC,  FNMA and private
issuers.  The aggregate  book value of CMOs issued by any one private issuer did
not exceed 10% of  stockholders'  equity at September 30, 1999,  1998, and 1997.
The portfolio of CMOs held in Registrant's  mortgage-backed securities portfolio
at September 30, 1999 did not include any residual  interests in CMOs.  Further,
at September 30, 1999, Registrant's mortgage-backed securities portfolio did not
include any "stripped" CMOs (i.e.,  CMOs that pay interest only and do not repay
principal or CMOs that repay principal only and do not pay interest).

         The  following  table sets  forth the  carrying  value of  Registrant's
mortgage-backed securities portfolio at the dates indicated.
<TABLE>
<CAPTION>
                                       Weighted
                                        Average
                                        Rate At
                                     September 30,
                                         1999          1999     1998        1997
                                        ------        ------    -----      -----
                                  (Dollars in Thousands)
<S>                                      <C>       <C>         <C>        <C>
Held for Investment:
GNMA ARMs..........................          --%    $    --     $    --    $    --
FNMA ARMs..........................        5.89       5,901       8,842     13,158
FHLMC ARMs.........................        5.54       1,901       2,815      4,768
FHLMC Fixed Rate...................        8.44          80         128        246
GNMA Fixed Rate....................        8.00         103         230        373
FNMA Fixed Rate....................        5.50         344         448        590
CMOs...............................        6.13       5,160       9,261     17,555
                                           ----       -----      ------    -------
   Total Held for Investment               5.95%     13,489      21,724     36,690
                                           ====      ------      ------    -------
Held for Sale......................                      --          --         --
                                                     ------      ------   --------
Total mortgage-backed securities...                 $13,489     $21,724   $ 36,690
                                                     ======      ======    =======
</TABLE>

         Mortgage-Backed Securities Maturity. The following table sets forth the
contractual  maturity of Registrant's  mortgage-backed  securities  portfolio at
September 30, 1999. The table does not include scheduled  principal payments and
estimated prepayments.

                                       20

<PAGE>


                                              Contractual
                                             Maturities Due
                                             --------------
                                             (In Thousands)
Less than 1 year..........................        $132
1 to 3 years..............................         133
3 to 5 years..............................         350
5 to 10 years.............................       1,637
10 to 20 years............................       2,205
Over 20 years.............................       9,032
                                                ------
Total mortgage-backed securities..........     $13,489
                                                ======

Sources of Funds

         General.  Deposits  are the  major  source  of  Registrant's  funds for
lending  and  other   investment   purposes.   Registrant   derives  funds  from
amortization and prepayment of loans and mortgage-backed securities,  maturities
of investment securities and operations. Scheduled loan principal repayments are
a relatively stable source of funds, while deposit inflows and outflows and loan
prepayments are  significantly  influenced by general  interest rates and market
conditions. Registrant may also borrow funds from the FHLB of Topeka as a source
of funds.

         Deposits.  Consumer and commercial  deposits are attracted  principally
from within  Registrant's  primary  market area  through the offering of a broad
selection  of  deposit  instruments   including  regular  savings,   demand  and
negotiable order of withdrawal ("NOW") accounts,  and term certificate  accounts
(including  negotiated jumbo certificates in denominations of $100,000 or more).
Deposit account terms vary according to the minimum balance  required,  the time
period the funds must  remain on deposit,  and the  interest  rate,  among other
factors.

         Savings deposits and demand and NOW accounts constituted $32.8 million,
or 20.7% of Registrant's  deposit portfolio at September 30, 1999.  Certificates
of  deposit  constituted  $126.1  million  or  79.3% of the  deposit  portfolio,
including  certificates  of deposit with  principal  amounts of $100,000 or more
which  constituted  $27.0 million or 17.0% of the deposit portfolio at September
30, 1999. As of September 30, 1999, Registrant had no brokered deposits.

         To supplement  lending  activities in periods of deposit  growth and/or
declining loan demand,  Registrant has increased its  investments in residential
mortgage-backed  securities  during recent years.  Although such  securities are
held for investment,  they can serve as collateral for borrowings  and,  through
repayments,  as a source of liquidity.  At September 30, 1999,  $19.5 million in
investment  securities  and $6.2  million  in  mortgage-backed  securities  were
pledged as collateral for public funds.


                                       21

<PAGE>



Jumbo Certificates of Deposit

         The following table  indicates the amount of Registrant's  certificates
of deposit of $100,000 or more by time remaining  until maturity as of September
30, 1999.


                                                              September 30,
                                                                  1999
                                                                  ----
                                                             (In Thousands)
Maturity Period
Within three months.......................................       $10,086
Over three through six months.............................         7,930
Over six through twelve months............................         5,433
Over twelve months........................................         3,539
                                                                  ------
    Total.................................................       $26,988
                                                                  ======

Borrowings

         Deposits are the primary  source of funds of  Registrant's  lending and
investment  activities  and for its general  business  purposes.  Registrant may
obtain  advances  from the FHLB of Topeka to  supplement  its supply of lendable
funds,  and Registrant has utilized this funding source.  Advances from the FHLB
of Topeka would  typically be secured by a pledge of  Registrant's  stock in the
FHLB of Topeka and a portion of  Registrant's  first  mortgage loans and certain
other  assets.  Registrant,  if the need  arises,  may also  access the  Federal
Reserve Bank discount  window to supplement  its supply of lendable funds and to
meet deposit  withdrawal  requirements.  At September 30, 1999,  Registrant  had
$58.0 million outstanding from the FHLB of Topeka and no borrowings of any other
kind.

Personnel

         As of  September  30,  1999  Registrant  had  52  full-time  and  seven
part-time  employees.  None  of  Registrant's  employees  are  represented  by a
collective bargaining group.

Competition

         Registrant  encounters  strong  competition  both in the  attraction of
deposits and  origination  of loans.  Competition  comes  primarily from savings
institutions, commercial banks, and credit unions that operate in counties where
Registrant's  offices are located.  Registrant  competes for savings accounts by
offering  depositors  competitive  interest  rates and a high level of  personal
service.  Registrant competes for loans primarily through the interest rates and
loan fees it charges  and the  efficiency  and  quality of  services it provides
borrowers, real estate brokers, and contractors.

Regulation of the Company

         General.  The  Company is a unitary  savings and loan  holding  company
subject to regulatory  oversight by the OTS. As such, the Company is required to
register  and  file  reports  with  the OTS and is  subject  to  regulation  and
examination by the OTS. In addition,  the OTS has enforcement authority over the
Company and its non-savings association  subsidiaries,  should such subsidiaries
be formed, which also

                                       22

<PAGE>



permits the OTS to restrict or prohibit  activities  that are determined to be a
serious  risk  to  the  subsidiary  savings  association.  This  regulation  and
oversight is intended primarily for the protection of the depositors of the Bank
and not for the benefit of stockholders of the Company.

         Subsequent  to the end of the fiscal  year,  federal law was amended to
effectively   prohibit  the  Company  from   affiliating   in  any  way  with  a
non-financial  company.  In  connection  with the  amendment to federal law, the
Company may now become affiliated with securities firms and insurance companies.
These changes to federal law do not impact the current  business of the Company.
Unlike savings and loan holding companies that may be created in the future, the
Company  generally  is not  restricted  in the types of business in which it may
engage,  provided  that the Bank  maintains a specified  amount of its assets in
housing related investments.

         Qualified  Thrift  Lender Test.  As a unitary  savings and loan holding
company, the Company generally is not subject to activity restrictions, provided
the Bank  satisfies  the Qualified  Thrift  Lender  ("QTL") test. If the Company
acquires  control of another savings  association as a separate  subsidiary,  it
would become a multiple savings and loan holding company,  and the activities of
the  Company  and any of its  subsidiaries  (other  than the  Bank or any  other
SAIF-insured   savings   association)   would  become  subject  to  restrictions
applicable to bank holding  companies unless such other  associations  each also
qualify  as a QTL  and  were  acquired  in a  supervisory  acquisition.  See "--
Regulation of the Bank -- Qualified Thrift Lender Test."

Regulation of the Bank

         General.  Set forth below is a brief  description  of certain laws that
relate to the  regulation of the Bank.  The  description  does not purport to be
complete and is qualified  in its entirety by reference to  applicable  laws and
regulations.  As a federally chartered,  SAIF-insured  savings association,  the
Bank is subject  to  extensive  regulation  by the OTS and the  Federal  Deposit
Insurance  Corporation  ("FDIC").  Lending activities and other investments must
comply with various federal statutory and regulatory  requirements.  The Bank is
also subject to certain reserve requirements  promulgated by the Federal Reserve
Board.

         The OTS, in conjunction with the FDIC,  regularly examines the Bank and
prepares  reports for the  consideration of the Bank's Board of Directors on any
deficiencies that are found in the Bank's  operations.  The Bank's  relationship
with its depositors and borrowers is also regulated to a great extent by federal
and state law,  especially in such matters as the ownership of savings  accounts
and the form and content of the Bank's mortgage documents.

         The Bank must file  reports  with the OTS and the FDIC  concerning  its
activities  and  financial  condition,   in  addition  to  obtaining  regulatory
approvals  prior to entering into certain  transactions  such as mergers with or
acquisitions  of other savings  institutions.  This  regulation and  supervision
establishes a comprehensive  framework of activities in which an institution can
engage and is intended  primarily for the protection of the SAIF and depositors.
The  regulatory  structure  also  gives  the  regulatory  authorities  extensive
discretion in connection with their  supervisory and enforcement  activities and
examination  policies,  including policies with respect to the classification of
assets and the  establishment  of adequate  loan loss  reserves  for  regulatory
purposes.  Any change in such regulations,  whether by the OTS, the FDIC, or the
Congress  could have a material  adverse  impact on the Company,  the Bank,  and
their operations.


                                       23

<PAGE>



         Insurance of Deposit Accounts.  The Bank's deposit accounts are insured
by the SAIF to a maximum of $100,000 for each insured  member (as defined by law
and  regulation).  Insurance  of deposits may be  terminated  by the FDIC upon a
finding that the institution has engaged in unsafe or unsound  practices,  is in
an unsafe or unsound  condition  to  continue  operations  or has  violated  any
applicable law, regulation,  rule, order or condition imposed by the FDIC or the
institution's primary regulator.

         As a member of the  SAIF,  the Bank pays an  insurance  premium  to the
FDIC. The FDIC also maintains  another  insurance  fund, the Bank Insurance Fund
("BIF"), which primarily insures commercial bank deposits.

         The deposit insurance  assessment for SAIF members is .064% of deposits
on an annual basis through the end of 1999. During this same period, BIF members
will be assessed  approximately .013% of deposits.  After 1999,  assessments for
BIF and SAIF members  should be the same. It is expected  that these  continuing
assessments  for both  SAIF and BIF  members  will be used to repay  outstanding
Financing Corporation bond obligations.

         Regulatory  Capital  Requirements.   OTS  capital  regulations  require
savings  associations to meet two capital standards:  (1) a leverage ratio (core
capital) requirement of 4% of total adjusted assets and (2) a risk-based capital
requirement equal to 8% of total  risk-weighted  assets.  Additional  regulatory
requirements are discussed in Note 13 to the Consolidated  Financial  Statements
incorporated  by  reference  into  this  document.   These  additional   capital
requirements effectively require higher levels of capital.

         As shown  below,  the Bank's  regulatory  capital  exceeded all minimum
regulatory capital requirements applicable to it as of September 30, 1999:


                                                             Percent of
                                                              Adjusted
                                            Amount             Assets
                                            ------             ------
                                        (Dollars in Thousands)

Core Capital:
Regulatory requirement...............     $  9,652                4.0%
Regulatory capital...................       18,297                7.6
                                           -------               ----
  Excess.............................     $  8,645                3.6%
                                           =======               ====

Risk-Based Capital:
Regulatory requirement...............     $  9,739                8.0%
Regulatory capital...................       19,615               16.1
                                            ------               ----
  Excess.............................     $  9,876                8.1%
                                           =======              =====


         Dividend and Other Capital  Distribution  Limitations.  The OTS imposes
various  restrictions or requirements on the ability of savings  institutions to
make capital distributions, including cash dividends.


                                       24

<PAGE>



         A  savings  association  that is a  subsidiary  of a  savings  and loan
holding company, such as the Bank, must file an application or a notice with the
OTS at least 30 days before making a capital distribution.  Savings associations
are not  required  to file  an  application  for  permission  to make a  capital
distribution  and need only file a notice if the following  conditions  are met:
(1) they are eligible for expedited  treatment under OTS  regulations,  (2) they
would  remain  adequately  capitalized  after the  distribution,  (3) the annual
amount of capital  distribution does not exceed net income for that year to date
added to retained net income for the two  preceding  years,  and (4) the capital
distribution  would not violate any  agreements  between the OTS and the savings
association  or any OTS  regulations.  Any  other  situation  would  require  an
application to the OTS.

         In addition,  the OTS could prohibit a proposed capital distribution by
any  institution,  which would otherwise be permitted by the regulation,  if the
OTS  determines  that the  distribution  would  constitute  an unsafe or unsound
practice.

         A federal  savings  institution  is  prohibited  from  making a capital
distribution if, after making the distribution, the savings institution would be
unable to meet any one of its minimum regulatory capital requirements.  Further,
a federal  savings  institution  cannot  distribute  regulatory  capital that is
needed for its liquidation account.

         Qualified  Thrift  Lender  Test.  Savings   institutions  must  meet  a
qualified  thrift lender ("QTL") test pursuant to OTS regulations or they become
subject to certain operating restrictions.  If the Bank maintains an appropriate
level of certain  specified  investments  (primarily  residential  mortgages and
related  investments,   including  certain   mortgage-related   securities)  and
otherwise  qualifies  as a  QTL,  it  will  continue  to  enjoy  full  borrowing
privileges from the FHLB of Topeka. The required percentage of investments under
the QTL test is 65% of assets  while  the Code  requires  investments  of 60% of
assets.  An  association  must be in  compliance  with the QTL test on a monthly
basis in nine out of every 12 months.  As of September 30, 1999, the Bank was in
compliance with its QTL requirement.

         Federal  Reserve  System.   The  Federal  Reserve  Board  requires  all
depository  institutions to maintain  non-interest bearing reserves at specified
levels against their transaction  accounts (primarily  checking,  NOW, and Super
NOW checking accounts) and non-personal time deposits.  The balances  maintained
to meet the reserve  requirements  imposed by the Federal  Reserve  Board may be
used to satisfy  the  liquidity  requirements  that are  imposed by the OTS.  At
September 30, 1999, the Bank was in compliance with this requirement.

         Proposed  Regulation.  The OTS  has  announced  that  it will  consider
amending its capital standards so as to more closely conform its requirements to
those of the other federal banking agencies.  The impact of this possible change
is not expected to materially  impact the Bank. The impact on the Company cannot
yet be determined.

Executive Officers of the Registrant

         James F. Strovas,  age 53, has been employed by the Bank since 1988 and
presently  serves as Senior Vice  President and Chief  Financial  Officer of the
Company  and Bank.  He is also a board  member of the Dodge City Area  Community
Foundation,  the American Heart  Association of Ford County,  and is a member of
the Dodge City Rotary Club.


                                       25

<PAGE>



         Gary L.  Watkins,  age 44, has been employed by the Bank since 1985 and
is currently a Senior Vice President,  Chief Operating Officer, and Secretary of
the  Company  and  Bank.  He is also a member  of the  Kiwanis  and the Board of
Directors of Trinity  Association.  Mr.  Watkins is a past Vice President of the
Dodge City Area Chamber of Commerce.

Item 2. Properties
------------------

         Registrant  owns its main office and four branch offices and leases one
additional branch office and one loan origination office. Registrant also leases
a parking lot for its main office.

Item 3. Legal Proceedings
-------------------------

         There  are  various   claims  and  lawsuits  in  which   Registrant  is
periodically involved, such as claims to enforce liens, condemnation proceedings
on properties in which Registrant holds security interests, claims involving the
making and  servicing  of real  property  loans,  and other  issues  incident to
Registrant's business.

         In the opinion of management,  no material loss is expected from any of
the pending claims or lawsuits.

Item  4.  Submission of Matters to a Vote of Security Holders
-------------------------------------------------------------

         No matter was  submitted  to a vote of  securities  holders  during the
fourth quarter of the fiscal year.


                                     PART II

Item  5.  Market for Registrant's Common Equity and Related Stockholder Matters
--------------------------------------------------------------------------------

         The  information  contained  under the section  captioned  "Stock Price
Information" in the Company's  Annual Report to Stockholders for the fiscal year
ended  September  30, 1999 (the  "Annual  Report"),  is  incorporated  herein by
reference.

Item 6.  Selected Financial Data
---------------------------------

         The  information  contained  under  the  section  captioned  "Five-Year
Financial Summary" in the Annual Report is incorporated herein by reference.

Item 7. Management's  Discussion and Analysis of Financial Condition and Results
--------------------------------------------------------------------------------
        of Operations
        -------------

         The  information  contained under the section  captioned  "Management's
Discussion and Analysis of Financial Condition and Results of Operations" in the
Annual Report is incorporated herein by reference.


                                       26

<PAGE>



Item 7A.  Quantitative and Qualitative Disclosures About Market Risk
--------------------------------------------------------------------

         The  information  contained under the section  captioned  "Management's
Discussion  and Analysis of Financial  Condition  and Results of  Operations  --
Asset/Liability  Management"  in the  Annual  Report is  incorporated  herein by
reference.

Item  8.  Financial Statements and Supplementary Data
-----------------------------------------------------

         Registrant's financial statements listed under Item 14 are incorporated
herein by reference.

Item 9.  Changes  in  and  Disagreements  With  Accountants  on  Accounting  and
--------------------------------------------------------------------------------
         Financial Disclosure
         --------------------

         None.

                                    PART III

Item 10.  Directors and Executive Officers of the Registrant
------------------------------------------------------------

         The information  contained under the sections captioned  "Proposal I --
Election  of  Directors"  and  "Section  16(A)  Beneficial  Ownership  Reporting
Compliance" in Registrant's  definitive proxy statement for Registrant's  Annual
Meeting of  Stockholders  to be held in January 2000 (the "Proxy  Statement") is
incorporated herein by reference.  Additional information regarding Registrant's
executive  officers  is  contain  in  Part I of  this  document.  See  "Item  1.
Description of Business -- Executive Officers of the Registrant."

Item 11.  Executive Compensation
--------------------------------

         The  information  contained under the section  captioned  "Director and
Executive  Compensation"  in the  Proxy  Statement  is  incorporated  herein  by
reference.

Item 12.  Security Ownership of Certain Beneficial Owners and Management
------------------------------------------------------------------------

         (a)      Security Ownership of Certain Beneficial Owners

                  Information  required by this item is  incorporated  herein by
                  reference  to the section  captioned  "Voting  Securities  and
                  Principal Holders Thereof" in the Proxy Statement.

         (b)      Security Ownership of Management

                  Information  required by this item is  incorporated  herein by
                  reference  to the section  captioned  "Voting  Securities  and
                  Principal  Holders  Thereof"  and to  the  first  table  under
                  "Proposal I -- Election of Directors" in the Proxy Statement.

         (c)      Management of Registrant knows of no  arrangements,  including
                  any  pledge by any person of  securities  of  Registrant,  the
                  operation of which may at a subsequent date result in a change
                  in control of Registrant.


                                       27

<PAGE>



Item 13.  Certain Relationships and Related Transactions
--------------------------------------------------------

         The  information  required  by this  item  is  incorporated  herein  by
reference  to  the  section   captioned   "Certain   Relationships  and  Related
Transactions" in the Proxy Statement.

Item 14.  Exhibits, Lists and Reports on Form 8-K
-------------------------------------------------

         (a)      The following documents are filed as a part of this report:

                  1.  The  following  financial  statements  and the  report  of
independent  accountants of Registrant included in Registrant's Annual Report to
Stockholders are incorporated herein by reference and also in Item 8 hereof.

                           Independent Auditor's Report.

                           Consolidated  Statements of Financial Condition as of
                           September 30, 1999 and 1998.

                           Consolidated  Statements of Operations  for the Years
                           Ended September 30, 1999, 1998 and 1997.

                           Consolidated  Statements of Changes in  Stockholders'
                           Equity for the Years Ended September 30, 1999,  1998,
                           and 1997.

                           Consolidated  Statements  of Cash Flows for the Years
                           Ended September 30, 1999, 1998 and 1997.

                           Notes to Consolidated Financial Statements.

                  2. Except for Exhibit 27 below,  Financial Statement Schedules
for which provision is made in the applicable accounting  regulations of the SEC
are  not  required  under  the  related  instructions  or are  inapplicable  and
therefore have been omitted.

                  3. The  following  exhibits  are  included  in this  Report or
incorporated herein by reference:

                  (a)      List of Exhibits:
<TABLE>
<CAPTION>
                         <S>      <C>
                            3(i)    Articles of Incorporation of Landmark Bancshares, Inc.*

                           3(ii)    Bylaws of Landmark Bancshares, Inc.*

                           10.1     1994 Stock Option Plan of Landmark Bancshares, Inc.**

                           10.2     Management Stock Bonus Plan and Trust Agreements**

                           10.3     1991 Deferred Compensation Agreement with Larry Schugart*

</TABLE>

                                       28

<PAGE>

<TABLE>
<CAPTION>
                         <S>      <C>
                           10.4     1998 Deferred Compensation Agreement with Larry Schugart***

                           10.5     Directors Change in Control Severance Plan***

                           10.6     1996 Stock Option Agreement with Richard Ball****

                           10.7     Employment Agreement with Larry Schugart***

                           10.8     Employment Agreement with Gary Watkins***

                           10.9     Employment Agreement with James Strovas***

                           10.10    1998 Stock Option Agreement with Richard Ball***

                           10.11    Stock Option Agreement with Larry Schugart

                           10.12    Stock Option Agreement with Gary Watkins

                           10.13    Stock Option Agreement with James Strovas

                           13       Annual Report to Stockholders for the fiscal year ended September 30,
                                    1999

                           21       Subsidiaries of Registrant*****

                           23       Consent of Regier Carr & Monroe, L.L.P.

                           27       Financial Data Schedule (electronic filing only)
</TABLE>

         ---------------------

          *    Incorporated by reference to the identically  numbered exhibit of
               the  registration  statement  on Form  S-1  (File  No.  33-72562)
               declared effective by the SEC on February 9, 1994.

          **   Incorporated  by reference to the exhibits to the proxy statement
               for a special meeting of  stockholders  held on June 22, 1994 and
               filed with the SEC on May 24, 1994 (File No. 0- 23164).

          ***  Incorporated by reference to the identically  numbered exhibit of
               the  Annual  Report on Form  10-KSB  for the  fiscal  year  ended
               September 30, 1998 (File No. 0-23164), filed with the SEC.

          **** Incorporated by reference to Exhibit 10.4 of the Annual Report on
               Form 10-K for the fiscal year ended  September 30, 1996 (File No.
               0-23164), filed with the SEC.

          *****Incorporated  by reference  to Exhibit 21.4 of the Annual  Report
               on Form 10-K for the fiscal year ended  September  30, 1994 (File
               No. 0-23164), filed with the SEC.

               (b)  No reports on Form 8-K were filed during the last quarter of
                    the period covered by this report.

                                       29

<PAGE>

                                   SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed as
of  December  27,  1999  on  its  behalf  by  the  undersigned,  thereunto  duly
authorized.

                                       Landmark Bancshares, Inc.


                                       By: /s/ Larry Schugart
                                           -------------------------------------
                                                Larry Schugart
                                                President and Chief
                                                Executive Officer
                                                (Duly Authorized Representative)

         Pursuant to the  requirement  of the  Securities  Exchange Act of 1934,
this  report has been  signed  below by the  following  persons on behalf of the
registrant and in the capacities indicated as of December 27, 1999.

<TABLE>
<CAPTION>
<S>                                                         <C>
/s/ James F. Strovas                                          /s/ Larry Schugart
----------------------------------------------                --------------------------------------
James F. Strovas                                              Larry Schugart
Senior Vice President and                                     President, Chief Executive Officer,
Chief Financial Officer                                       and Director
(Principal Financial and Accounting                           (Principal Executive Officer)
Officer)


/s/ Gary L. Watkins                                           /s/ Richard A. Ball
----------------------------------------------                --------------------------------------
Gary L. Watkins                                               Richard A. Ball
Senior Vice President, Chief Operating                        Director
Officer, and Secretary


/s/ David H. Snapp                                            /s/ C. Duane Ross
----------------------------------------------                --------------------------------------
David H. Snapp                                                C. Duane Ross
Director                                                      Director


/s/ Jim W. Lewis
----------------------------------------------
Jim W. Lewis
Director


</TABLE>