Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the registrant [X]
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
CNS BANCORP, INC.
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(Name of Registrant as Specified in Its Charter)
CNS BANCORP, INC.
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(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] 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
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(2) Aggregate number of securities to which transactions applies:
N/A
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(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11:
N/A
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(4) Proposed maximum aggregate value of transaction:
N/A
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[ ] 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
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(2) Form, schedule or registration statement no.:
N/A
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(3) Filing party:
N/A
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(4) Date filed:
N/A
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<PAGE>
<PAGE>
March 20, 1998
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders of
CNS Bancorp, Inc. to be held at the Company's main office at 427 Monroe
Street, Jefferson City, Missouri, on Tuesday, April 21, 1998, at 2:00 p.m.,
local time.
The Notice of Annual Meeting of Shareholders 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 Williams-Keepers, LLP, the Company's independent auditors,
will be present to respond to appropriate questions of shareholders.
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 your 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,
/s/ Robert E. Chiles
Robert E. Chiles
President and Chief Executive Officer
PAGE
<PAGE>
CNS BANCORP, INC.
427 Monroe Street
Jefferson City, Missouri 65101
(573) 634-3336
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held On April 21, 1998
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NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of CNS
Bancorp, Inc. will be held at the Company's main office at 427 Monroe Street,
Jefferson City, Missouri, on Tuesday, April 21, 1998, at 2:00 p.m., local
time, for the following purposes:
(1) To elect two directors to serve for a term of three years; and
(2) 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 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. Shareholders of record at the
close of business on March 2, 1998 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
/s/ David L. Jobe
DAVID L. JOBE
SECRETARY
Jefferson City, Missouri
March 20, 1998
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IMPORTANT: The prompt return of proxies will save your Company the expense of
further requests for proxies in order to ensure 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>
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PROXY STATEMENT
OF
CNS BANCORP, INC.
427 Monroe Street
Jefferson City, Missouri 65101
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ANNUAL MEETING OF SHAREHOLDERS
April 21, 1998
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This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of CNS Bancorp, Inc. ("Company"), the
holding company for City National Savings Bank, FSB (the "Savings Bank"), to
be used at the Annual Meeting of Shareholders of the Company. The Annual
Meeting will be held at the Company's main office at 427 Monroe Street,
Jefferson City, Missouri on Tuesday, April 21, 1998, at 2:00 p.m., local time.
This Proxy Statement and the enclosed proxy card are being first mailed to
shareholders on or about March 20, 1998.
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VOTING AND PROXY PROCEDURE
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Shareholders Entitled to Vote. Shareholders of record as of the close of
business on March 2, 1998 will be entitled to vote at the Annual Meeting or
any adjournment thereof. As of March 2, 1998, the Company had 1,644,598
shares of Common Stock issued and outstanding. Each share of Common Stock is
entitled to one vote.
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 be
considered shares present and will be included in determining whether a quorum
is present.
Voting. The Board of Directors solicits proxies so that each shareholder
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 in
accordance with the recommendations of the Board of Directors.
The affirmative vote of a plurality of the votes cast at the Annual
Meeting is required for the election of directors. Shareholders are not
permitted to cumulate their votes for the election of directors. With respect
to the election of directors, votes may be cast for or withheld from each
nominee. Votes that are withheld and broker non-votes will have no effect on
the outcome of the election because the two nominees receiving the most votes
will be elected.
Revocation of a Proxy. Shareholders who execute proxies retain the right
to revoke them at any time before they are voted. 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 at the Annual Meeting will not
automatically revoke a proxy, but a shareholder of record in attendance may
request a ballot and vote in person, thereby revoking a prior granted proxy.
Participants in the Savings Bank's ESOP. If you participate in the City
National Savings Bank, FSB 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 your 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.
<PAGE>
<PAGE>
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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 March 2, 1998,
certain information as to those persons who were beneficial owners of more
than 5% of the outstanding shares of Common Stock. Management knows of no
persons other than those set forth below who beneficially owned more than 5%
of the outstanding shares of Common Stock at March 2, 1998. The following
table also sets forth, as of March 2, 1998, information as to the shares of
Common Stock beneficially owned by each director, by the Chief Executive
Officer of the Company and by all executive officers and directors of the
Company as a group.
Number of Shares Percent of Shares
Beneficial Owner Beneficially Owned (1) Outstanding
- ---------------- ---------------------- -----------
Beneficial Owners of More Than 5%
City National Savings Bank, FSB 132,250 8.0%
Employee Stock Ownership Plan Trust
Directors
Richard E. Caplinger 16,000 *
Robert E. Chiles** 19,533 1.2
Michael A. Dallmeyer 10,000 *
John C. Kolb 10,000(2) *
James F. McHenry 15,000 *
Ronald D. Roberson 15,000 *
James E. Whaley 15,000 *
All Executive Officers and 132,280 8.0
Directors as a Group
(9 persons)
- -----------------
* Less than 1% of shares outstanding.
** Mr. Chiles is also 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 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 Savings Bank's ESOP, as to which the holders have voting
power but not investment power, are included as follows: Mr. Chiles,
4,533 shares; all executive officers and directors as a group, 9,330
shares. The table does not include 66,125 unvested shares of
restricted stock held by a trust under the Company's 1997 Management
Recognition and Development Plan for which the non-employee directors
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) Includes 5,000 shares owned by Mr. Kolb's children and 5,000 shares
owned by Mr. Kolb's spouse.
2
<PAGE>
<PAGE>
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PROPOSAL I -- ELECTION OF DIRECTORS
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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 at the Annual Meeting to serve for a three-year
period, or until their respective successors have been elected and qualified.
The nominees for election this year are Richard E. Caplinger and Michael A.
Dallmeyer. The nominees are current members of the Boards of Directors of the
Company and the Savings Bank.
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 unable to serve.
The Board of Directors recommends a vote "FOR" the election of Messrs.
Caplinger and Dallmeyer.
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.
Year First
Elected Term to
Name Age (1) Director (2) Expire
- ---- ------- ------------ ------
BOARD NOMINEES
Richard E. Caplinger 64 1975 2001(3)
Michael A. Dallmeyer 45 1994 2001(3)
DIRECTORS CONTINUING IN OFFICE
Robert E. Chiles 62 1967 1999
John C. Kolb 49 1989 1999
James F. McHenry 67 1964 2000
James E. Whaley 61 1975 2000
Ronald D. Roberson 59 1983 2000
- -------------
(1) As of December 31, 1997.
(2) Includes prior service on the Board of Directors of the Savings Bank.
(3) Assuming the individual is re-elected.
The present principal occupation and other business experience during the
last five years of each nominee for election and each director continuing in
office is set forth below:
Robert E. Chiles serves as President and Chief Executive Officer of the
Savings Bank, positions he has held since 1974. Mr. Chiles has also served as
President and Chief Executive Officer of the Company since its formation in
1996. Mr. Chiles is currently a member of the Loan Review Committee and the
In-House Loan Committee. Mr. Chiles served as a member of the FHLB-Des Moines
Board from 1989 to 1994 and as Vice Chairman in 1994.
3
<PAGE>
<PAGE>
James F. McHenry is a retired Circuit Court Judge for Cole County. Mr.
McHenry is currently a member of the Budget and Planning Committee and the
Loan Review Committee.
James E. Whaley is the majority owner of Whaley's Pharmacies in Jefferson
City. He is currently a member of the Loan Review Committee and the Budget
and Planning Committee. Mr. Whaley is also a member of the Jefferson City
Rotary and the Jefferson City Chamber of Commerce.
Ronald D. Roberson is the sole owner of R.D. Roberson & Associates, a
financial and management consulting firm that he founded in 1990. He
previously served as President of the Missouri Chamber of Commerce from 1974
to 1990. Mr. Roberson currently serves on the Compliance Committee and the
Insurance and Investment Committee.
Richard E. Caplinger retired in 1997 as owner of Caplinger's Inc., a mens'
specialty retailer, with which he was associated since 1952. Mr. Caplinger
has served as Chairman of the Board of Directors of the Savings Bank since
1993 and as Chairman of the Company since its formation in 1996. He currently
serves on the Compliance Committee. Mr. Caplinger is also past chairman of
the Jefferson City Community Betterment Association and a member of the small
business task force of the Jefferson City Chamber of Commerce.
Michael A. Dallmeyer is a partner in the law firm of Hendren and Andrae,
Jefferson City, Missouri, with which he has been associated since 1977. He is
currently a member of the Insurance and Investment Committee and the Loan
Review Committee.
John C. Kolb is the President and part-owner of Jefferson City Oil Co.,
Inc., an oil and fuel distributor with which he has been associated since
1973. He is currently a member of the Compliance Committee and the Budget and
Planning Committee. Mr. Kolb is also a member of the Jefferson City Chamber
of Commerce Committee of 50 and of the Sunrise Optimist Club.
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MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
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The Boards of Directors of the Company and the Savings Bank conduct their
business through meetings of the Boards and through their committees. During
the fiscal year ended December 31, 1997, the Board of Directors of the Company
held 15 meetings and the Board of Directors of the Savings Bank held 14
meetings. No director of the Company or the Savings Bank attended fewer than
75% of the total meetings of the Boards and committees on which such person
served during this period.
The entire Board of Directors of the Company serves as the Audit Committee
and meets with the Company's outside auditor to discuss the results of the
annual audit and any related matters. The Audit Committee met two times
during the fiscal year ended December 31, 1997.
The Budget and Planning Committee, consisting of Directors McHenry
(Chairman), Whaley and Kolb, is responsible for reviewing and approving the
annual operating budget and business plan of the Company. The Budget and
Planning Committee establishes the overall compensation budget and establishes
the compensation for the executive officers. The Budget and Salary Committee
met two times during the fiscal year ended December 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 nominating committee to select nominees for election
at the Annual Meeting.
4
<PAGE>
<PAGE>
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DIRECTORS' COMPENSATION
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Directors of the Savings Bank currently receive a monthly retainer of
$1,000. Directors Caplinger and Roberson participate in the Savings Bank's
medical and dental insurance plans at their own expense. No separate fees are
paid for service on the Board of Directors of the Company.
During the year ended December 31, 1997, each non-employee director
received a grant of 3,305 shares of restricted stock at no cost to the
director under the Corporation's 1997 Management Recognition and Development
Plan. Each non-employee director also received options to acquire 8,265
shares of Common Stock at an exercise price of $15.625 under the Corporation's
1997 Stock Option Plan. Both the restricted stock and the stock options vest
ratably over a five-year period.
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EXECUTIVE COMPENSATION
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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 Savings Bank
received salary and bonus in excess of $100,000 during the year ended December
31, 1997.<PAGE>
<TABLE>
Long-Term Compensation
----------------------
Annual Compensation Awards
------------------------------------- ----------------------
Restricted Securities
Name and Other Annual Stock Underlying All Other
Position Year Salary($) Bonus($) Compensation($)(1) Award($) Options(#) Compensation($)
- -------- ---- --------- -------- ------------------ -------- ---------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
Robert E. Chiles 1997 $96,100 $ -- $12,000(2) $258,281(3) 33,000 18,907(4)
Chief Executive 1996 93,700 -- 12,000 -- -- 17,900
Officer and 1995 84,000 7,000 8,400 -- -- --
President
- -------------------
(1) Does not include perquisites which did not exceed the lesser of $50,000 or 10% of salary and bonus.
(2) Consists of directors' fees.
(3) Represents the total value of the award of 16,530 shares of restricted stock on June 17, 1997, which
award will vest ratably over a five-year period. At December 31, 1997, the value of the unvested
restricted stock award was $338,865. Dividends will be paid on the restricted stock.
(4) Consists of employer contributions to ESOP.
</TABLE>
<PAGE>
Options Grants in Last Fiscal Year
The following table sets forth information regarding stock option grants
to Mr. Chiles during the year ended December 31, 1997.
Percent of
Number of Total Options
Securities Granted to
Underlying Employees in Exercise Expiration
Name Options Granted (#) Fiscal Year Price ($) Date
---- ------------------- ----------- --------- ----
Robert E. Chiles 33,000 24.9% 15.625 06/17/07
5
<PAGE>
<PAGE>
Option Exercise/Value Table
The following information with respect to options exercised during the
fiscal year ended December 31, 1997 and remaining unexercised at the end of
the fiscal year, is presented for Mr. Chiles.
<PAGE>
<TABLE>
Value of Unexercised
Number of Securities In-the-Money Options
Shares Underlying Unexercised Options at Fiscal Year End ($)
Acquired on Value ------------------------------ --------------------------
Name Exercise (#) Realized($) Exercisable Unexercisable Exercisable Unexercisable
- ---- ------------ ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Robert E. Chiles -- -- -- 33,000 -- $160,875
</TABLE>
<PAGE>
Employment Agreements
On June 11, 1996, the Company and the Savings Bank (collectively, the
"Employers") entered into a three-year employment agreement with Mr. Chiles.
Mr. Chiles base salary under the agreement currently is $96,000, which amount
is paid by the Savings Bank and may be increased at the discretion of the
Board of Directors 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.
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. Chiles 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 agreement 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 payment from the Employers will equal 2.99 times Mr.
Chiles' 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 December 31, 1997, Mr. Chiles would be entitled to a
severance payment of approximately $293,000. Section 280G of the Internal
Revenue Code of 1986, as amended, states that severance payments which 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. Chiles' right to compete against the
Employers for a period of one year from the date of termination of the
agreement if Mr. Chiles voluntarily terminates employment, except in the event
of a change in control.
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COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
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Section 16(a) of the Exchange Act requires the Company's executive
officers and directors, and persons who own more than 10% of any registered
class of the Company's equity securities, to file reports of ownership and
changes
6
<PAGE>
<PAGE>
in ownership with the Securities and Exchange Commission. 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,
the Company believes that, during the fiscal year ended December 31, 1997, all
filing requirements applicable to its reporting officers, directors and
greater than 10% shareholders were properly and timely complied with, except
that Ronald D. Roberson filed a late statement of change in beneficial
ownership on Form 4.
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TRANSACTIONS WITH MANAGEMENT
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As required by federal regulations, all loans or extensions by the
Savings Bank of credit to executive officers and directors are made on
substantially the same terms, including interest rates and collateral, as
those prevailing at the time for comparable transactions with other persons
and do not involve more than the normal risk of repayment or present other
unfavorable features. In addition, loans made by the Savings Bank to a
director or executive officer in an amount that, when aggregated with the
amount of all other loans by the Savings Bank to such person and his or her
related interests, are in excess of the greater of $25,000 or 5% of the
Savings Bank's capital and surplus (up to a maximum of $500,000) are subject
to approval in advance by a majority of the disinterested members of the Board
of Directors.
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AUDITORS
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The Board of Directors has appointed Williams-Keepers, LLP, independent
public accountants, to serve as the Company's auditors for the fiscal year
ending December 31, 1998. A representative of Williams-Keepers, LLP is
expected to be present at the Annual Meeting to respond to appropriate
questions from shareholders and will have the opportunity to make a statement
if he or she so desires.
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OTHER MATTERS
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The Board of Directors 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
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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 1997 Annual Report to Shareholders, including financial
statements, has been mailed to all shareholders of record as of the close of
business on March 2, 1998. Any shareholder who has not received a copy of
such annual report may obtain a copy by writing to the Company. The Annual
Report is not to be treated as part of the proxy solicitation material or as
having been incorporated herein by reference.
7
<PAGE>
<PAGE>
A copy of the Company's Form 10-KSB for the fiscal year ended December
31, 1997, as filed with the Securities and Exchange Commission, will be
furnished without charge to shareholders of record as of March 2, 1998 upon
written request to David L. Jobe, Corporate Secretary, CNS Bancorp, Inc., 427
Monroe Street, Jefferson City, Missouri 65101.
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SHAREHOLDER PROPOSALS
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Proposals of shareholders intended to be presented at the Company's
annual meeting expected to be held in April 1999 must be received by the
Company no later than November 22, 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.
The Company's Certificate of Incorporation provides that in order for a
shareholder to make nominations for the election of directors or proposals for
business to be brought before the Annual Meeting, a shareholder must deliver
notice of such nominations and/or proposals to the Secretary not less than 30
nor more than 60 days prior to the date of the Annual Meeting; provided that
if less than 31 days' notice of the Annual Meeting is given to shareholders,
such notice must be delivered not later than the close of the tenth day
following the day on which notice of the Annual Meeting was mailed to
shareholders. As specified in the Certificate of Incorporation, the notice
with respect to nominations for election of directors must set forth certain
information regarding each nominee for election as a director, including such
person's written consent to being named in the proxy statement as a nominee
and to serving as a director, if elected, and certain information regarding
the shareholder giving such notice. The notice with respect to business
proposals to be brought before the Annual Meeting must state the shareholder's
name, address and number of shares of Common Stock held, and briefly discuss
the business to be brought before the Annual Meeting, the reasons for
conducting such business at the Annual Meeting and any interest of the
shareholder in the proposal.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ David L. Jobe
DAVID L. JOBE
SECRETARY
Jefferson City, Missouri
March 20, 1998
8
<PAGE>
<PAGE>
REVOCABLE PROXY
CNS BANCORP, INC.
ANNUAL MEETING OF SHAREHOLDERS
April 21, 1998
The undersigned hereby appoints Robert E. Chiles, John C. Kolb, James F.
McHenry, James E. Whaley and Ronald D. Roberson of the Board of Directors of
CNS Bancorp, Inc. (the "Company") with full powers of substitution to act as
attorneys and proxies for the undersigned, to vote all shares of Common Stock
of the Company which the undersigned is entitled to vote at the Annual Meeting
of Shareholders, to be held at the Company's main office at 427 Monroe Street,
Jefferson City, Missouri, on Tuesday, April 21, 1998, at 2:00 p.m., local
time, and at any and all adjournments thereof, as follows:
VOTE
FOR WITHHELD
--- --------
1. The election as directors of the nominees [ ] [ ]
listed below (except as marked to the
contrary below).
Richard E. Caplinger
Michael A. Dallmeyer
INSTRUCTIONS: To withhold your vote
for any individual nominee, write the
nominee's name on the line below.
--------------------------------------
2. In their discretion, upon such other matters
as may properly come before the meeting.
The Board of Directors recommends a vote "FOR" the listed propositions.
This proxy also provides voting instructions to the Trustees of the City
National Savings Bank, FSB Employee Stock Ownership Plan for participants with
shares allocated to their accounts.
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 the Annual Meeting, this proxy will be voted by the Board of
Directors in its best judgment. At the present time, the Board of Directors
knows of no other business to be presented at the Annual Meeting. This proxy
also confers discretionary authority on the Board of Directors to vote with
respect to the election of any person as director where the nominees are
unable to serve or for good cause will not serve and matters incident to the
conduct of the Annual Meeting.
<PAGE>
<PAGE>
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 shareholder'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 Shareholders, a
Proxy Statement dated March 20, 1998 and the 1997 Annual Report to
Shareholders.
Dated: , 1998
--------------------
- -------------------------------- -------------------------------------
PRINT NAME OF SHAREHOLDER PRINT NAME OF SHAREHOLDER
- -------------------------------- -------------------------------------
SIGNATURE OF SHAREHOLDER SIGNATURE OF SHAREHOLDER
Please sign exactly as your name appears on the enclosed 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 COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED
POSTAGE-PREPAID ENVELOPE.
<PAGE>
