Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
[X] Filed by the registrant
[ ] Filed by a party other than the registrant
Check the appropriate box:
[ ] Preliminary proxy statement
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
JOACHIM BANCORP, INC.
(Name of Registrant as Specified in Its Charter)
JOACHIM BANCORP, INC.
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[X] No filing fee required.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
N/A
(2) Aggregate number of securities to which transactions applies:
N/A
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11:
N/A
(4) Proposed maximum aggregate value of transaction:
N/A
Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11 (a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
N/A
(2) Form, schedule or registration statement no.:
N/A
(3) Filing party:
N/A
(4) Date filed:
N/A
<PAGE>
<PAGE>
June 9, 1997
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders of
Joachim Bancorp, Inc. to be held at the DeSoto Public Library, 712 South Main
Street, DeSoto, Missouri, on Wednesday, July 16, 1997, at 2:00 p.m., Central
Time.
The Notice of the Annual Meeting and Proxy Statement appearing on the
following pages describe the formal business to be transacted at the meeting.
During the meeting, we will also report on the operations of the Company.
Directors and officers of the Company, as well as a representative of Michael
Trokey & Company, P.C., the Company's independent auditors, will be present to
respond to appropriate questions of stockholders.
It is important that your shares are represented at this meeting, whether
or not you attend the meeting in person and regardless of the number of shares
you own. To make sure you shares are represented, we urge you to complete and
mail the enclosed proxy card. If you attend the meeting, you may vote in
person even if you have previously mailed a proxy card.
We look forward to seeing you at the meeting.
Sincerely,
Bernard R. Westhoff
President and Chief Executive Officer
<PAGE>
<PAGE>
JOACHIM BANCORP, INC.
Plaza Square
DeSoto, Missouri 63020
(314) 586-8821
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held On July 16, 1997
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NOTICE IS HEREBY GIVEN that the 1997 Annual Meeting of Stockholders of
Joachim Bancorp, Inc. ("Company") will be held at the DeSoto Public Library,
712 South Main Street, DeSoto, Missouri, on Wednesday, July 16, 1997, at 2:00
p.m., Central Time, for the following purposes:
1. To elect two directors to three-year terms and one director to
a two-year term;
2. To ratify the appointment of Michael Trokey & Company, P.C. as
auditors for the Company for the fiscal year ending March 31,
1998; and
3. To consider and act upon such other matters as may properly
come before the meeting or any adjournments thereof.
NOTE: The Board of Directors is not aware of any other business to come
before the meeting.
Any action may be taken on any one of the foregoing proposals at the
meeting on the date specified above or on any date or dates to which, by
original or later adjournment, the meeting may be adjourned. Stockholders of
record at the close of business on May 27, 1997 are entitled to notice of and
to vote at the meeting and any adjournments or postponements thereof.
You are requested to complete and sign the enclosed form of proxy, which
is solicited by the Board of Directors, and to mail it promptly in the
enclosed envelope. The proxy will not be used if you attend the meeting and
vote in person.
BY ORDER OF THE BOARD OF DIRECTORS
LEE ELLEN HOGAN
SECRETARY
DeSoto, Missouri
June 9, 1997
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IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES IN ORDER TO INSURE A QUORUM. A SELF-ADDRESSED
ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED
IN THE UNITED STATES.
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<PAGE>
<PAGE>
PROXY STATEMENT
OF
JOACHIM BANCORP, INC.
Plaza Square
DeSoto, Missouri 63020
(314) 586-8821
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ANNUAL MEETING OF STOCKHOLDERS
July 16, 1997
- ------------------------------------------------------------------------------
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Joachim Bancorp, Inc. ("Company") to be
used at the Annual Meeting of Stockholders of the Company. The Annual Meeting
will be held at the DeSoto Public Library, 712 South Main Street, DeSoto,
Missouri, on Wednesday, July 16, 1997, at 2:00 p.m., Central Time. The
Company is the holding company for Joachim Federal Savings and Loan
Association ("Association"). This Proxy Statement and the enclosed proxy
card are being first mailed to stockholders on or about June 9, 1997.
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VOTING AND PROXY PROCEDURE
- ------------------------------------------------------------------------------
Stockholders Entitled to Vote. Stockholders of record as of the close of
business on May 27, 1997 are entitled to one vote for each share of common
stock ("Common Stock") of the Company then held. As of May 27, 1997, the
Company had 722,415 shares of Common Stock issued and outstanding.
Quorum. The presence, in person or by proxy, of at least a majority of
the total number of outstanding shares of Common Stock entitled to vote is
necessary to constitute a quorum at the Annual Meeting. Abstentions will be
counted as shares present and entitled to vote at the Annual Meeting for
purposes of determining the existence of a quorum. Broker non-votes will not
be considered shares present and will not be included in determining whether a
quorum is present.
Voting. The Board of Directors solicits proxies so that each stockholder
has the opportunity to vote on the proposals to be considered at the Annual
Meeting. When a proxy card is returned properly signed and dated, the shares
represented thereby will be voted in accordance with the instructions on the
proxy card. Where no instructions are indicated, proxies will be voted FOR
the nominees for directors set forth below and FOR the ratification of the
appointment of Michael Trokey & Company, P.C. as auditors for the Company.
If a stockholder attends the Annual Meeting, he or she may vote by ballot.
The three directors to be elected at the Annual Meeting will be elected
by a plurality of the votes cast by the stockholders present in person or by
proxy and entitled to vote. Stockholders are not permitted to cumulate their
votes for the election of directors. With regard to the election of
directors, votes may be cast for or withheld from each nominee. Votes that
are withheld will have no effect on the outcome of the election because
directors will be elected by a plurality of votes cast. With respect to the
other proposal to be voted upon, stockholders may vote for the proposal,
against the proposal or may abstain from voting. Ratification of the
appointment of Michael Trokey & Company, P.C. as auditors will require the
affirmative vote of a majority of the shares represented at the Annual Meeting
and entitled to vote. Thus, abstentions on the Company's proposal to ratify
the appointment of auditors will have the effect of a vote against such
proposal. Broker non-votes will have no effect on the outcome of the vote.
Revocation of a Proxy. Stockholders who execute proxies retain the right
to revoke them at any time. Proxies may be revoked by written notice
delivered in person or mailed to the Secretary of the Company or by filing a
later proxy prior to a vote being taken on a particular proposal at the Annual
Meeting. Attendance
<PAGE>
<PAGE>
at the Annual Meeting will not automatically revoke a proxy, but a stockholder
in attendance may request a ballot and vote in person, thereby revoking a
prior granted proxy.
Participants in the Joachim Federal Savings and Loan Association ESOP.
If a shareholder is a participant in the Joachim Federal Savings and Loan
Association Employee Stock Ownership Plan (the"ESOP"), the proxy card
represents a voting instruction to the trustees of the ESOP as to the number
of shares in the participant's plan account. Each participant in the ESOP may
direct the trustees as to the manner in which shares of Common Stock allocated
to the participant's plan account are to be voted. Unallocated shares
of Common Stock held by the ESOP and allocated shares for which no voting
instructions are received will be voted by the trustees in the same proportion
as shares for which the trustees have received voting instructions.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
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Persons and groups who beneficially own in excess of 5% of the Company's
Common Stock are required to file certain reports disclosing such ownership
pursuant to the Securities Exchange Act of 1934, as amended ("Exchange Act").
Based on such reports, the following table sets forth, as of May 27, 1997,
certain information as to those persons who were beneficial owners of more
than 5% of the outstanding shares of Common Stock. To the Company's
knowledge, no other person or entity beneficially owned more than 5% of the
Company's outstanding Common Stock at May 27, 1997.
The following table also sets forth, as of May 27, 1997, information as
to the shares of Common Stock beneficially owned by (a) each director, (b) the
chief executive officer and (c) all executive officers and directors of the
Company as a group.
Amount and Nature Percent of
of Beneficial Common Stock
Name Ownership (1) Outstanding
- -------------------------------- ------------- -----------
Beneficial Owners of More Than 5%
Joachim Federal Savings 60,567 8.4%
and Loan Association
Employee Stock Ownership Plan Trust
Keith Hutson 39,597(2) 5.5
Karen Hutson
835 Progress Drive
Farmington, MO 63640
Directors and Chief Executive Officer
Douglas G. Draper 5,760 *
Andrew H. England 5,760 *
Lee Ellen Hogan 8,273 1.1
Margaret F. Smith 2,760 *
Bernard R. Westhoff** 8,402 1.2
James H. Wilkins 7,760 1.1
Stokely R. Wischmeier 27,760(3) 3.8
All Executive Officers and 72,657 9.9
Directors as a Group (eight persons)
-2-
<PAGE>
<PAGE>
__________
* Less than 1% of shares outstanding.
** Mr. Westhoff is the President and Chief Executive Officer of the Company.
(1) In accordance with Rule 13d-3 under the Exchange Act, a person is deemed
to be the beneficial owner, for purposes of this table, of any shares of
Common Stock if he or she has voting and/or investment power with respect
to such security. The table includes shares owned by spouses, other
immediate family members in trust, shares held in retirement accounts or
funds for the benefit of the named individuals, and other forms of
ownership, over which shares the persons named in the table may possess
voting and/or investment power. Shares held in accounts under the
Association's ESOP, as to which the holders have voting power but not
investment power, are also included as follows: Mrs. Hogan, 2,320 shares;
Mr. Westhoff, 3,160 shares; all executive officers and directors as a
group, 7,162 shares. The amounts shown also include the following amounts
of Common Stock which the indicated individuals have the right to acquire
within 60 days of May 27, 1997 through the exercise of stock options
granted pursuant to the Company's stock option plan: Mr. Draper, 760; Mr.
England, 760; Mrs. Hogan, 1,825; Mrs. Smith, 760; Mr. Westhoff, 3,042; Mr.
Wilkins, 760; Mr. Wischmeier, 760; and all executive officers and
directors as a group, 9,580. The table does not include 30,417 unvested
shares of restricted stock held by a trust under the Company's 1996
Management Recognition and Development Plan for which Messrs. Westhoff,
Draper and Wischmeier serve as trustees and exercise voting power.
Participants in the plan have no voting or investment power for restricted
shares awarded under the plan until such shares vest in accordance with
plan provisions. After vesting, the participant has sole investment and
voting power.
(2) This information is based on a Schedule 13D dated April 2, 1996. The
filing indicates that Keith Hutson and Karen Hutson have joint ownership
and, therefore, shared voting and dispositive power, with respect to
39,597 shares of Common Stock.
(3) Includes 10,000 shares owned by a pension plan for which Mr. Wischmeier
acts as trustee and exercises voting power.
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PROPOSAL I -- ELECTION OF DIRECTORS
- ------------------------------------------------------------------------------
The Company's Board of Directors consists of seven members. The Board of
Directors is divided into three classes with three-year staggered terms, with
approximately one third of the directors elected each year. Two directors
will be elected to the class of directors whose terms end in 2000, and one
director will be elected to the class of directors whose terms end in 1999.
The Board of Directors has nominated Margaret F. Smith and James H. Wilkins
for election to the class of directors whose terms end in 2000. Both nominees
are current members of the Board of Directors. The Board of Directors has
nominated Lee Ellen Hogan for election to the class of directors whose terms
end in 1999. During the year ended March 31, 1997, the Board of Directors
elected Lee Ellen Hogan, the Senior Vice President, Secretary and Treasurer of
the Company and the Association, to fill the vacancy created by the death of
Director Adolph J. Schatzle.
It is intended that the proxies solicited by the Board of Directors will
be voted "FOR" the election of the above named nominees. If any nominee is
unable to serve, the shares represented by all valid proxies will be
voted for the election of such substitute as the Board of Directors may
recommend or the Board of Directors may adopt a resolution to amend the Bylaws
and reduce the size of the Board. At this time, the Board of Directors knows
of no reason why any nominee might be unavailable to serve.
The Board of Directors recommends that stockholders vote "FOR" the
election of Mrs. Smith, Mr. Wilkins and Mrs. Hogan.
The following table sets forth certain information regarding the nominees
for election at the Annual Meeting, as well as information regarding those
directors continuing in office after the Annual Meeting.
-3-
<PAGE>
<PAGE>
Year First Year
Elected Term
Name Age(1) Director(2) Expires
---- ------ ----------- -------
BOARD NOMINEES
Margaret F. Smith 77 1963 2000 (3)
James H. Wilkins 76 1975 2000 (3)
Lee Ellen Hogan 47 1996 1999 (3)
DIRECTORS CONTINUING IN OFFICE
Bernard R. Westhoff 55 1993 1998
Stokely R. Wischmeier 44 1987 1998
Andrew H. England 85 1962 1999
Douglas G. Draper 67 1986 1999
__________
(1) At March 31, 1997.
(2) Includes prior service on the Board of Directors of the Association.
(3) Assuming re-election at the Annual Meeting.
The present principal occupation and other business experience during the
last five years of each nominee for election and each director continuing in
office are set forth below:
Margaret F. Smith is a retired tire store owner. She currently is a
member of the Compensation and Audit Committees.
James H. Wilkins is a retired railroad car shop superintendent. He
currently serves on the Loan, Proxy, Investment and Asset and Liability
Committees.
Lee Ellen Hogan is Senior Vice President, Treasurer and Secretary of the
Company and the Association. She has been associated with the Association
since 1968 and has been involved in all areas of operations and lending. Mrs.
Hogan is currently a member of the Loan, Investment and Asset and Liability
Committees. Mrs. Hogan is a member and past secretary of the DeSoto Chamber
of Commerce.
Bernard R. Westhoff has served as President of the Association since
1988. Prior to joining the Association, Mr. Westhoff was affiliated with
Boatmen's Bank of DeSoto for 14 years. He currently serves on the Loan,
Investment and Asset and Liability Committees. Mr. Westhoff is the director
and treasurer of the DeSoto Chamber of Commerce and the secretary-treasurer of
the DeSoto Industrial Development Corporation.
Stokely R. Wischmeier is the President and part owner of Hopson Lumber
Co., with which he has been associated for 12 years. He is currently a member
of the Loan, Proxy, Compensation and Audit Committees. Mr. Wischmeier is a
member and past vice-president of the DeSoto Park Board and a member of the
DeSoto Industrial Development Authority.
Andrew H. England is a retired funeral home owner and director. Mr.
England was elected Chairman of the Board in 1993. He currently serves on the
Loan, Investment and Proxy Committees.
-4-
<PAGE>
<PAGE>
Douglas G. Draper is the Chairman of the Board and former owner of
Hillsboro Title Co., Inc. He is currently a member of the Audit, Loan, Asset
and Liability and Compensation Committees. Mr. Draper is a member of the
Hillsboro Rotary Club and a past director of the Jefferson County Growth and
Development Association.
- ------------------------------------------------------------------------------
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
- ------------------------------------------------------------------------------
The Boards of Directors of the Company and the Association conduct their
business through meetings and committees of the Boards. During the fiscal
year ended March 31, 1997, the Board of Directors of the Company held 12
meetings and the Board of Directors of the Association held 12 meetings. No
director of the Company or the Association attended fewer than 75% of the
total meetings of the Boards and committees on which such Board member served
during this period.
The Board of Directors of the Company has an Audit Committee, consisting
of Directors Smith, Wischmeier and Draper, which is responsible for meeting
with the Company's outside auditor to discuss the results of the annual audit
and any related matters. The Board also receives and reviews the reports and
findings and other information presented to them by the Company's outside
auditor. The Audit Committee met one time during the fiscal year ended March
31, 1997.
The Compensation Committee, consisting of Directors Draper, Smith and
Wischmeier, is responsible for making recommendations to the full Board of
Directors on annual salary increases and bonuses. The Compensation Committee
met two times during the fiscal year ended March 31, 1997.
The Board of Directors of the Company acts as a nominating committee for
selecting the nominees for election as directors. The Board of Directors met
once in its capacity as the nominating committee during the year ended March
31, 1997.
The Association also has standing Loan, Investment, Proxy, and Asset and
Liability Committees.
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DIRECTORS' COMPENSATION
- ------------------------------------------------------------------------------
Directors of the Association received a fee of $500 per month during the
year ended March 31, 1997. All of the Directors of the Company are currently
Directors of the Association. No separate fees are paid for service on the
Board of Directors of the Company.
During the year ended March 31, 1997, each non-employee director received
a grant of 1,521 shares of restricted stock under the Company's 1996
Management Recognition and Development Plan. Each non-employee director also
received options to acquire 3,802 shares of the Company's Common Stock under
the Company's 1996 Stock Option Plan. Both the restricted stock and the stock
options vest ratably over a five-year period.
-5-
PAGE
<PAGE>
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EXECUTIVE COMPENSATION
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<TABLE>
Summary Compensation Table. The following information is furnished for the Chief Executive Officer of
the Company. No other executive officer of the Company or the Association received salary and bonus in
excess of $100,000 during the year ended March 31, 1997.
Long-Term Compensation
Annual Compensation Awards
--------------------------------- -----------------------
Restricted Securities
Name and Other Annual Stock Underlying All Other
Position Year Salary($) Bonus($) Compensation($)(2) Award($)(3) Options(#) Compensation($)
- ------------------ ---- -------- -------- ------------------ ----------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Bernard R. Westhoff 1997 $77,662(1) $10,000 -- $94,100 15,209 25,284(4)
Chief Executive 1996 73,550 10,000 -- -- -- 16,925
Officer and 1995 68,963 9,000 -- -- -- --
President
__________
(1) Includes Board of Directors fees of $6,000.
(2) Excludes certain additional benefits that did not exceed the lesser of $50,000 or 10% of salary and
bonus.
(3) Represents the total value of the award of 7,604 shares of restricted stock on July 17, 1996. Such
award will vest ratably over a five-year period. At March 31, 1997, the value of the unvested
restricted stock award was $106,456.
(4) Represents contributions to the Association's ESOP on behalf of Mr. Westhoff.
</TABLE>
<PAGE>
Employment Agreements. On December 27, 1995, the Company and the
Association (collectively, the "Employers") entered into a three-year
employment agreement with Mr. Westhoff. Under the agreement, the current
salary level for Mr. Westhoff is $72,100, which amount is paid by the
Association and may be increased at the discretion of the Board of Directors
of the Association or an authorized committee of the Board. On each
anniversary of the commencement date of the agreement, the term of the
agreement may be extended for an additional year. The agreement is terminable
by the Employers at any time or upon the occurrence of certain events
specified by federal regulations. In December 1996, Mr. Westhoff's employment
agreement was extended one year to December 27, 1999.
The employment agreement provides for severance payments and other
benefits in the event of involuntary termination of employment in connection
with any change in control of the Employers. Severance payments also will be
provided on a similar basis in connection with a voluntary termination of
employment where, subsequent to a change in control, Mr. Westhoff is assigned
duties inconsistent with his position, duties, responsibilities and status
immediately prior to such change in control. The term "change in control" is
defined in the agreements as having occurred when, among other things, (a) a
person other than the Company purchases shares of Common Stock pursuant to a
tender or exchange offer for such shares, (b) any person (as such term is used
in Sections 13(d) and 14(d)(2) of the Exchange Act) is or becomes the
beneficial owner, directly or indirectly, of securities of the Company
representing 25% or more of the combined voting power of the Company's then
outstanding securities, (c) the membership of the Board of Directors changes
as the result of a contested election, or (d) shareholders of the Company
approve a merger, consolidation, sale or disposition of all or substantially
all of the Company's assets, or a plan of partial or complete liquidation.
The severance payments from the Employers will equal 2.99 times Mr.
Westhoff's average annual compensation during the five-year period preceding
the change in control. Such amount will be paid in a lump sum within ten
business days following the termination of employment. Assuming that a change
in control had occurred at March 31, 1997, Mr. Westhoff would be entitled to a
severance payment of approximately
-6-
<PAGE>
<PAGE>
$218,710. Section 280G of the Internal Revenue Code of 1986, as amended (the
"Code"), states that severance payments that equal or exceed three times the
base compensation of the individual are deemed to be "excess parachute
payments" if they are contingent upon a change in control. Individuals
receiving excess parachute payments are subject to a 20% excise tax on the
amount of such excess payments, and the Employers would
not be entitled to deduct the amount of such excess payments.
The agreement restricts Mr. Westhoff's right to compete against the
Employers for a period of one year from the date of termination of the
agreement if Mr. Westhoff voluntarily terminates employment, except in the
event of a change in control.
Options Grants in Last Fiscal Year. The following table sets forth
information regarding stock option grants to the Chief Executive Officer
during the year ended March 31, 1997.
Percent of
Number of Total Options
Securities Granted to
Underlying Employees in Exercise Expiration
Name Options Granted (#) Fiscal Year Price ($) Date
- ------------------- --------------- ----------- ------- ----------
Bernard R. Westhoff 15,209 40% $12.3125 July 17, 2006
<PAGE>
Aggregated Option Exercises and Fiscal Year-End Option Value Table. The
following information with respect to options exercised during the fiscal year
ended March 31, 1997 and remaining unexercised at the end of the fiscal year,
is presented for the Chief Executive Officer.
<TABLE>
Value of Unexercised
Shares Number of Securities In-the-Money Options
Acquired on Value Underlying Unexercised Options at Fiscal Year End($)(1)
Name Exercise(#) Realized($) Exercisable Unexercisable Exercisable Unexercisable
- ------------------- ----------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Bernard R. Westhoff -- -- -- 15,209 $ -- $ 25,665
__________
(1) Value of unexercised in-the-money options equals market value of shares covered by in-the-money options
on March 31, 1997 less the option exercise price. Options are in-the-money if the market value of the
shares covered by the options is greater than the option exercise price.
</TABLE>
<PAGE>
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COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
- ------------------------------------------------------------------------------
Section 16(a) of the Exchange Act requires the Company's executive
officers and directors, and persons who beneficially own more than 10% of any
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the SEC. Executive officers,
directors and greater than 10% shareholders are required by regulation to
furnish the Company with copies of all Section 16(a) forms they file.
Based solely on its review of the copies of such forms it has received
and written representations provided to the Company by the above referenced
persons, the Company believes that during the fiscal year ended March 31, 1997
its reporting officers, directors and greater than 10% shareholders properly
and timely complied with all applicable filing requirements.
-7-
<PAGE>
<PAGE>
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TRANSACTIONS WITH MANAGEMENT
- ------------------------------------------------------------------------------
Federal regulations require that all loans or extensions of credit to
executive officers and directors must be made on substantially the same terms,
including interest rates and collateral, as those prevailing at the time for
comparable transactions with other persons, except for loans made pursuant to
programs generally available to all employees, and must not involve more than
the normal risk of repayment or present other unfavorable features. The
Association is therefore prohibited from making any new loans or extensions of
credit to the Association's executive officers and directors at different
rates or terms than those offered to the general public or to all employees
and has adopted a policy to this effect. In addition, loans made to a
director or executive officer in an amount that, when aggregated with the
amount of all other loans to such person and his or her related interests, are
in excess of the greater of $25,000 or 5% of the Association's capital and
surplus (up to a maximum of $500,000) must be approved in advance by a
majority of the disinterested members of the Board of Directors.
- ------------------------------------------------------------------------------
PROPOSAL II -- RATIFICATION OF APPOINTMENT OF AUDITORS
- ------------------------------------------------------------------------------
Michael Trokey & Company, P.C. served as the Company's independent public
accountants for the 1997 fiscal year. The Board of Directors has appointed
Michael Trokey & Company, P.C. to be its auditors for the 1998 fiscal year,
subject to the ratification by stockholders.
A representative of Michael Trokey & Company is expected to be present at
the Meeting to respond to appropriate questions from stockholders and will
have the opportunity to make a statement should he or she desire to do so.
If the ratification of the appointment of the auditors is not approved by
a majority of the votes cast by stockholders at the Annual Meeting, other
independent public accountants will be considered by the Board of Directors.
The Board of Directors recommends that stockholders vote "FOR" the
ratification of the appointment of auditors.
- ------------------------------------------------------------------------------
OTHER MATTERS
- ------------------------------------------------------------------------------
The Board of Directors of the Company is not aware of any business to
come before the Annual Meeting other than those matters described above in
this Proxy Statement. However, if any other matters should properly come
before the Annual Meeting it is intended that proxies in the accompanying form
will be voted in respect thereof in accordance with the judgment of the person
or persons voting the proxies.
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MISCELLANEOUS
- ------------------------------------------------------------------------------
The cost of solicitation of proxies will be borne by the Company. The
Company will reimburse brokerage firms and other custodians, nominees and
fiduciaries for reasonable expenses incurred by them in sending proxy
materials to the beneficial owners of the Common Stock. In addition to
solicitations by mail, directors, officers and regular employees of the
Company may solicit proxies personally or by telecopier or telephone without
additional compensation.
The Company's Annual Report to Stockholders, including financial
statements, has been mailed to all stockholders of record as of the close of
business on May 27, 1997. Any stockholder who has not received a copy of such
Annual Report may obtain a copy by writing to the Secretary of the Company.
The Annual
-8-
<PAGE>
<PAGE>
Report is not to be treated as part of the proxy solicitation material or as
having been incorporated herein by reference.
A copy of the Company's Form 10-KSB for the fiscal year ended March 31,
1997, as filed with the Securities and Exchange Commission, will be furnished
without charge to stockholders as of the record date upon written request to
Lee Ellen Hogan, Corporate Secretary, Joachim Bancorp, Inc., Plaza Square,
DeSoto, Missouri 63020.
- ------------------------------------------------------------------------------
STOCKHOLDER PROPOSALS
- ------------------------------------------------------------------------------
Proposals of stockholders intended to be presented at the Company's
annual meeting to be held in 1998 must be received by the Company no later
than February 9, 1998 to be considered for inclusion in the proxy materials
and form of proxy relating to such meeting. Any such proposals shall be
subject to the requirements of the proxy rules adopted under the Exchange Act.
In addition, the Company's Bylaws provide that for a stockholder to bring
business before a meeting of stockholders or to nominate a candidate for
election as a director, the stockholder must deliver written notice to the
Secretary not less than thirty nor more than sixty days prior to the date of
the meeting; provided, however, that if less than forty days' notice or prior
public disclosure of the date of the meeting is given or made to stockholders,
such written notice must be delivered to the Secretary of the Company not
later than the close of the tenth day following the day on which notice of the
meeting was mailed to stockholders or such public disclosure was made. The
notice for bringing business before a meeting must state the stockholder's
name, address and number of shares of Common Stock held, and briefly describe
the business to be brought before the meeting, the reasons for conducting such
business at the meeting and any interest of the stockholder in the proposal.
The notice for nominating a candidate for election as a director must set
forth all information as would be required to be included in a proxy statement
soliciting proxies for the election of the proposed nominee under the Exchange
Act, including, without limitation, such person's written consent to being
named in the proxy statement as a nominee and to serving as a director, if
elected, and, as to the stockholder giving such notice, his or her name and
address as they appear on the Company's books, and the class and number
of shares of the Company which are beneficially owned by such stockholder.
BY ORDER OF THE BOARD OF DIRECTORS
LEE ELLEN HOGAN
SECRETARY
DeSoto, Missouri
June 9, 1997
-9-
PAGE
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REVOCABLE PROXY
JOACHIM BANCORP, INC.
- ------------------------------------------------------------------------------
ANNUAL MEETING OF STOCKHOLDERS
July 16, 1997
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The undersigned hereby appoints the Board of Directors as the official
Proxy Committee of the Board of Directors with full powers of substitution, as
attorneys and proxies for the undersigned, to vote all shares of common stock
of Joachim Bancorp, Inc. which the undersigned is entitled to vote at the
Annual Meeting of Stockholders, to be held at the DeSoto Public Library, 712
South Main Street, DeSoto, Missouri, on Wednesday, July 16, 1997, at 2:00
p.m., Central Time, and at any and all adjournments thereof, as indicated
hereon. This proxy also provides voting instructions to the Trustees of the
Joachim Federal Savings and Loan Association Employee Stock Ownership Plan for
participants with shares allocated to their accounts.
FOR ALL
FOR WITHHELD EXCEPT
1. The election as directors of [ ] [ ] [ ]
all nominees listed below
(except as marked to the
contrary below).
Margaret F. Smith, James H. Wilkins, Lee Ellen Hogan
INSTRUCTION: To withhold authority to vote for any individual
nominee, mark "For All Except" and write that nominee's name in the
space provided below.
_______________________________________
FOR AGAINST ABSTAIN
2. The ratification of the appointment of [ ] [ ] [ ]
Michael Trokey & Company, P.C.
as auditors for the Company for
the fiscal year ending March 31, 1998.
3. In their discretion, upon such other matters as may properly come
before the meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR"
THE ABOVE PROPOSALS.
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THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED,
THIS PROXY WILL BE VOTED FOR THE PROPOSITIONS STATED. IF ANY OTHER BUSINESS
IS PRESENTED AT SUCH MEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED IN THIS
PROXY IN THEIR BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD OF DIRECTORS
KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE ANNUAL MEETING.
- ------------------------------------------------------------------------------
Please be sure to sign and date Date
this Proxy in the box below. ______________________
________________________ _____________________________
Stockholder sign above Co-holder (if any) sign above
==============================================================================
DETACH ABOVE CARD, SIGN, DATE AND MAIL IN POSTAGE PAID ENVELOPE PROVIDED.
JOACHIM BANCORP, INC.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Should the undersigned be present and elect to vote at the Annual Meeting
or at any adjournment thereof and after notification to the Secretary of the
Company at the Annual Meeting of the stockholder's decision to terminate this
proxy, then the power of said attorneys and proxies shall be deemed terminated
and of no further force and effect.
The undersigned acknowledges receipt from the Company prior to the
execution of this proxy of the Notice of Annual Meeting of Stockholders, a
Proxy Statement dated June 9, 1997 and the 1997 Annual Report to Stockholders.
Please sign exactly as your name appears on this proxy card. When signing as
attorney, executor, administrator, trustee or guardian, please give your full
title. If shares are held jointly, each holder should sign.
PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY
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