FIRST KANSAS FINANCIAL CORPORATION
Parent Corporation Of
FIRST KANSAS FEDERAL SAVINGS BANK
March 20, 1999
Dear Fellow Stockholder:
On behalf of the Board of Directors and management of First Kansas
Financial Corporation (the "Corporation"), I cordially invite you to attend the
1999 Annual Meeting of Stockholders to be held at the Corporation's offices at
600 Main Street, Osawatomie, Kansas, on April 20, 1999, at 1:00 p.m. The
attached Notice of Annual Meeting and Proxy Statement describe the formal
business to be transacted at the meeting.
The Board of Directors of the Corporation has determined that the matter to
be considered at the Meeting, described in the accompanying Notice of Annual
Meeting and Proxy Statement, is in the best interest of the Corporation and its
stockholders. For the reasons set forth in the Proxy Statement, the Board of
Directors unanimously recommends a vote "FOR" the only matter to be considered.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE SIGN AND DATE THE
ENCLOSED PROXY CARD AND RETURN IT IN THE ACCOMPANYING POSTAGE-PAID RETURN
ENVELOPE AS PROMPTLY AS POSSIBLE. This will not prevent you from voting in
person at the meeting, but will assure that your vote is counted if you are
unable to attend. YOUR VOTE IS VERY IMPORTANT.
Sincerely,
Larry V. Bailey
President
<PAGE>
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FIRST KANSAS FINANCIAL CORPORATION
600 MAIN STREET
OSAWATOMIE, KANSAS 66064
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be Held on April 20, 1999
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NOTICE IS HEREBY GIVEN that the 1999 Annual Meeting of Stockholders (the
"Meeting") of First Kansas Financial Corporation (the "Corporation"), will be
held at the Corporation's corporate headquarters at 600 Main Street, Osawatomie,
Kansas on April 20, 1999, at 1:00 p.m.
The Meeting is for the purpose of considering and acting upon the following
matters:
1. The election of two directors of the Company; and
2. The transaction of such other matters as may properly come
before the Meeting or any adjournments thereof may also be
acted upon. The Board of Directors is not aware of any other
business to come before the Meeting.
Action may be taken on the foregoing proposal 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. Pursuant to the Corporation's Bylaws,
the Board of Directors has fixed the close of business on March 8, 1999, as the
record date for determination of the stockholders entitled to vote at the
Meeting and any adjournments thereof.
EACH STOCKHOLDER, WHETHER OR NOT HE OR SHE PLANS TO ATTEND THE MEETING, IS
REQUESTED TO SIGN, DATE AND RETURN THE ENCLOSED PROXY WITHOUT DELAY IN THE
ENCLOSED POSTAGE-PAID ENVELOPE. ANY SIGNED PROXY GIVEN BY THE STOCKHOLDER MAY BE
REVOKED BY FILING WITH THE SECRETARY OF THE CORPORATION A WRITTEN REVOCATION OR
A DULY EXECUTED PROXY BEARING A LATER DATE. ANY STOCKHOLDER PRESENT AT THE
MEETING MAY REVOKE HIS PROXY AND VOTE PERSONALLY ON EACH MATTER BROUGHT BEFORE
THE MEETING. HOWEVER, IF YOU ARE A STOCKHOLDER WHOSE SHARES ARE NOT REGISTERED
IN YOUR OWN NAME, YOU WILL NEED ADDITIONAL DOCUMENTATION FROM YOUR RECORD HOLDER
TO VOTE PERSONALLY AT THE MEETING.
BY ORDER OF THE BOARD OF DIRECTORS
Galen E. Graham
Secretary
Osawatomie, Kansas
March 20, 1999
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IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE CORPORATION THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES IN ORDER TO INSURE A QUORUM AT THE MEETING. A
SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED
IF MAILED IN THE UNITED STATES.
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<PAGE>
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PROXY STATEMENT
OF
FIRST KANSAS FINANCIAL CORPORATION
600 MAIN STREET
OSAWATOMIE, KANSAS 66064
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ANNUAL MEETING OF STOCKHOLDERS
April 20, 1999
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GENERAL
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This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of First Kansas Financial Corporation (the
"Corporation") to be used at the 1999 Annual Meeting of Stockholders of the
Corporation which will be held at the corporate headquarters at 600 Main Street,
Osawatomie, Kansas on April 20, 1999, 1:00 p.m. local time (the "Meeting"). The
accompanying Notice of Annual Meeting of Stockholders and this Proxy Statement
are being first mailed to stockholders on or about March 20, 1999. The
Corporation is the parent corporation of First Kansas Federal Savings Bank (the
"Bank"). The Corporation was formed as a Kansas corporation on February 9, 1998
at the direction of the Bank to acquire all of the outstanding stock of the Bank
issued in connection with the completion of the Bank's mutual-to-stock
conversion on June 25, 1998 (the "Conversion").
At the Meeting, stockholders will consider and vote upon the election of
two directors. The Board of Directors knows of no additional matters that will
be presented for consideration at the Meeting. Execution of a proxy, however,
confers on the designated proxyholder the discretionary authority to vote the
shares represented by such proxy in accordance with his best judgment on such
other business, if any, that may properly come before the Meeting or any
adjournment thereof.
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VOTING AND REVOCABILITY OF PROXIES
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Stockholders who execute proxies may revoke them at any time. Unless so
revoked, the shares represented by proxies will be voted at the Meeting and all
adjournments thereof. Proxies may be revoked by written notice to the Secretary
of the Corporation at the address above or by the filing of a later dated proxy
prior to a vote being taken on a particular proposal at the Meeting. A proxy
will not be voted if a stockholder attends the Meeting and votes in person.
Proxies solicited by the Board of Directors will be voted in accordance with the
directions given therein. Where no instructions are indicated, signed proxies
will be voted "FOR" the nominees for director set forth below. The proxy confers
discretionary authority on the persons named therein to vote with respect to the
election of any person as a director where the nominee is unable to serve, or
for good cause will not serve, and matters incident to the conduct of the
Meeting.
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VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
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Stockholders of record as of the close of business on March 8, 1999 (the
"Record Date"), are entitled to one vote for each share of common stock of the
Corporation (the "Common Stock") then held. As of the Record Date, the
Corporation had 1,553,938 shares of Common Stock issued and outstanding.
The Articles of Incorporation of the Corporation ("Articles of
Incorporation") provide that in no event shall any record owner of any
outstanding Common Stock which is beneficially owned, directly or
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<PAGE>
indirectly, by a person who beneficially owns in excess of 10% of the then
outstanding shares of Common Stock (the "Limit") be entitled or permitted to any
vote with respect to the shares held in excess of the Limit. Beneficial
ownership is determined pursuant to the definition in the Articles of
Incorporation and includes shares beneficially owned by such person or any of
his or her affiliates (as such terms are defined in the Articles of
Incorporation), or which such person or any of his or her affiliates has the
right to acquire upon the exercise of conversion rights or options and shares as
to which such person or any of his or her affiliates or associates have or share
investment or voting power, but neither any employee stock ownership or similar
plan of the Corporation or any subsidiary, nor any trustee with respect thereto
or any affiliate of such trustee (solely by reason of such capacity of such
trustee), shall be deemed, for purposes of the Articles of Incorporation, to
beneficially own any Common Stock held under any such plan.
The presence in person or by proxy of at least a majority of the
outstanding shares of Common Stock entitled to vote (after subtracting any
shares held in excess of the Limit) is necessary to constitute a quorum at the
Meeting. With respect to any matter, any shares for which a broker indicates on
the proxy that it does not have discretionary authority as to such shares to
vote on such matter (the "Broker Non-Votes") will be considered present for
purposes of determining whether a quorum is present. In the event there are not
sufficient votes for a quorum, the Meeting may be adjourned in order to permit
the further solicitation of proxies.
As to the election of directors, the proxy card being provided by the Board
of Directors enables a stockholder to vote for the election of the nominees
proposed by the Board of Directors, or to withhold authority to vote for the
nominees being proposed. Under the Company's bylaws, directors are elected by a
plurality of votes cast, without respect to either (i) Broker Non-Votes or (ii)
proxies as to which authority to vote for the nominee being proposed is
withheld.
Security Ownership of Certain Beneficial Owners
Persons and groups owning in excess of 5% of the Common Stock are required
to file certain reports regarding such ownership pursuant to the Securities
Exchange Act of 1934, as amended (the "1934 Act"). The following table sets
forth, as of the Record Date, persons or groups who own more than 5% of the
Common Stock and the ownership of all executive officers and directors of the
Corporation as a group. Other than as noted below, management knows of no person
or group that owns more than 5% of the outstanding shares of Common Stock at the
Record Date.
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<PAGE>
<TABLE>
<CAPTION>
Percent of Shares
Amount and Nature of of Common Stock
Name and Address of Beneficial Owner Beneficial Ownership Outstanding
- ------------------------------------ -------------------- -----------
<S> <C> <C>
First Kansas Federal Savings Bank 124,315 8.0%
Employee Stock Ownership Plan ("ESOP")
600 Main Street
Osawatomie, Kansas 66064 (1)
Sandler O'Neill Asset Management, LLC 125,500 8.1%
712 Fifth Avenue
New York, New York 10019 (2)
Mr. Bradford M. Johnson 144,200 9.3%
P.O. Box 8208
Shawnee Mission, Kansas 66208 (3)
All directors and officers of the Corporation as a group 100,580 6.5%
(8 persons) (4)
</TABLE>
-------------------------------------
(1) The ESOP purchased such shares for the exclusive benefit of plan
participants with funds borrowed from the Corporation. These shares are
held in a suspense account and will be allocated among ESOP participants
annually on the basis of compensation as the ESOP debt is repaid. The ESOP
Committee consisting of certain non-employee directors of the Board
instructs the ESOP Trustee regarding investment of ESOP plan assets. The
ESOP Trustee must vote all shares allocated to participant accounts under
the ESOP as directed by participants. Unallocated shares, and shares for
which no timely voting direction is received, will be voted by the ESOP
Trustee as directed by the ESOP Committee.
(2) Number of shares is based upon a Schedule 13D, Amendment No. 2, filed with
the Securities and Exchange Commission ("SEC"), on February 1, 1999, on
behalf of the named entity, Malta Partners, L.P., Malta Hedge Fund, L.P.,
Malta Partners II, L.P., Malta Hedge Fund II, L.G., SOAM Holdings, LLC, and
Mr. Terry Maltese.
(3) Number of shares is based upon a Schedule 13D filed with the SEC on July 9,
1998.
(4) Includes shares of Common Stock held directly as well as by spouses or
minor children, in trust and other indirect ownership, over which shares
the individuals effectively exercise sole voting and investment power,
unless otherwise indicated. Excludes 124,315 shares held by the ESOP over
which certain non-employee directors, as trustees to the ESOP, exercise
shared voting and investment power. Such individuals disclaim beneficial
ownership with respect to such shares held by the ESOP.
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SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
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Section 16(a) of the 1934 Act requires the Corporation's officers and
directors, and persons who own more than ten percent of the Common Stock, to
file reports of ownership and changes in ownership of the Common Stock, on Forms
3, 4 and 5, with the Securities and Exchange Commission ("SEC") and to provide
copies of those Forms 3, 4 and 5 to the Corporation. The Corporation is not
aware of any beneficial owner, as defined under Section 16(a), of more than ten
percent of its Common Stock.
Based upon a review of the copies of the forms furnished to the
Corporation, or written representations from certain reporting persons that no
Forms 5 were required, the Corporation believes that all Section 16(a) filing
requirements applicable to its officers and directors were complied with during
the 1998 fiscal year.
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PROPOSAL I - ELECTION OF DIRECTORS
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The Articles of Incorporation require that directors be divided into three
classes, each class to be elected for a term of three years or until their
successors are elected or qualified. The Board of Directors currently consists
of six members. The Articles of Incorporation provide that at the first Annual
Meeting of Stockholders, the term of the office of directors of Class I shall
expire. The Board of Directors has nominated Donald V. Meyer and Larry V. Bailey
to serve as directors of the Company, each for a three-year term.
Directors of the Company will be elected by a plurality of the votes cast.
It is intended that proxies solicited by the Board of Directors will, unless
otherwise specified, be voted for the election of the named nominees. If either
of the nominees are 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. At this time, the Board of Directors knows of no reason either of the
nominees might be unavailable to serve.
The following table sets forth the nominees and the directors, their names,
ages, the year they first became a director of the Bank, the expiration date of
their current term as a director of the Bank, and the number and percentage of
shares of the Common Stock beneficially owned.
<TABLE>
<CAPTION>
Shares of
Common
Age at Year First Current Stock Percent
December 31, Elected or Term to Beneficially of
Name 1998 Appointed(1) Expire Owned (2)(3) Class
- ---- ------ ------------ ------ ------------ -----
<S> <C> <C> <C> <C> <C>
BOARD NOMINEES FOR TERM TO EXPIRE IN 2002
Donald V. Meyer 53 1989 1999 20,000(4) 1.3%
Larry V. Bailey 56 1989 1999 20,000 1.3%
DIRECTORS IN OFFICE
J. Darcy Domoney 45 1995 2001 4,020(4) (5)
James E. Breckenridge 51 1977 2000 10,000(4) (5)
William R. Butler 69 1977 2000 5,350(4) (5)
Roger L. Coltrin 59 1996 2000 29,280(4) 1.9%
</TABLE>
- -----------------------------
(1) Refers to the year the individual first became a director of the Bank. All
directors of the Bank as of February 1998 became initial directors of the
Company when it was incorporated in February 1998.
(2) Includes shares of Common Stock held directly as well as by spouses or
minor children, in trust and other indirect ownership, over which shares
the individuals effectively exercise sole or shared voting and investment
power, unless otherwise indicated.
(3) Beneficial ownership as of the Record Date.
(4) Excludes 124,315 shares of Common Stock held by the First Kansas Federal
Savings Bank Employee Stock Ownership Plan ("ESOP") for which such person
serves as plan trustee and exercises shared voting and investment power.
Shares which are unallocated to participating employees (124,315 shares)
and shares for which no voting directions are received are voted by the
plan trustee as directed by the ESOP Committee or the Board. Once allocated
to participant accounts, such Common Stock will be voted by the plan
trustee as directed by the plan participant as the beneficial owner of such
Common Stock. The plan trustee acts as a fiduciary within the meaning of
the Employee Retirement Income Security Act of 1974, as amended ("ERISA").
The individuals serving as plan trustee disclaim beneficial ownership of
stock held under the ESOP for which they serve as plan trustee.
(5) Less than 1%.
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<PAGE>
The principal occupation of, and other information about, each director and
executive officer of the Company is set forth below as of December 31, 1998. All
directors and executive officers have held their present positions for five
years unless otherwise stated.
Donald V. Meyer has been a director of the Bank since 1989 and was Chairman
of the Board for four years. He is a dentist with a solo practice in Paola.
Larry V. Bailey has served the Bank since 1989 as President and Chief
Executive Officer ("CEO"). He is also Chief Financial Officer ("CFO") of the
Bank and a member of the Board of Directors. Mr. Bailey was a director of the
Osawatomie Chamber of Commerce and is the Treasurer of the local Lions Club. He
is also a director of the Miami County Economic Development Corporation and a
director of Osawatomie's "Christmas in October."
J. Darcy Domoney has served the Bank as a director since 1995 and as
Chairman since January 1997. Mr. Domoney is a partner in the law firm of
Winkler, Lee, Tetwiler, Domoney & Schultz. He is a member of the Paola Rotary
Club and is on the Rotary District Youth Exchange Committee.
James E. Breckenridge has been a director of the Bank since 1977. Since
January 1997 Mr. Breckenridge has been employed by Thorn Industries, an
appliance, electronics and furniture store. He is also an independent insurance
salesperson for Morris and Associate Insurance. Until January 1996, Mr.
Breckenridge was President and majority stockholder of Breck's Inc., a men's
clothing store.
William R. Butler, Jr. has been a director of the Bank since 1977. He has
been actively involved in the local community, having owned and operated several
retail businesses in Osawatomie. Mr. Butler has served as an Osawatomie City
Councilman and presently serves as a Miami County Commissioner. Mr. Butler is a
member of the Osawatomie Chamber of Commerce, a member of the Miami County
Crimestoppers, and serves as a director of the Miami County Economic Development
Corp.
Roger L. Coltrin has served the Bank as an advisory director since 1989. In
January 1996 he became a voting director. Mr. Coltrin is the manager of the
Runyan Funeral Home and until 1997 was a majority stockholder in this business.
He is a member of the Past Mayors Council, the High School Site Committee and
the local Lions Clubs. Mr. Coltrin is also a member of the Louisburg Chamber of
Commerce.
Daniel G. Droste is a Senior Vice President and the Treasurer of the Bank.
He has been employed with the Bank since 1979. Mr. Droste is also the Treasurer
and Webelos Den Leader for Cub Scout Pack 3100 and a member of the Paola Sunrise
Lions Club. He is also currently the Chairman of the Holy Trinity Church
Building Committee and Co-Chairman of the Holy Trinity Church Development Team.
He has also over the past several years been an active participant in the
"Christmas in October" program.
Galen E. Graham has served as an executive officer of the Bank since 1970.
He is a Senior Vice President and the Secretary of the Bank.
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<PAGE>
Meetings and Committees of the Board of Directors
The Board of Directors conducts its business through meetings of the Board
and through activities of its committees. During the year ended December 31,
1998, the Board of Directors held 12 regular meetings and no special meetings.
No director attended fewer than 75% of the total meetings of the Board of
Directors and committees on which such director served during this time period.
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DIRECTOR AND EXECUTIVE OFFICER COMPENSATION
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Director Compensation
Each director is paid monthly. Since January 1, 1998, each director
(including the Chairman of the Board) has been paid a monthly fee of $1,000.
Total aggregate fees paid to the directors for the year ended December 31, 1998
were $72,000.
Executive Compensation
Summary Compensation Table. The following table sets forth the cash and
non-cash compensation awarded to or earned by Larry V. Bailey for the years
ended December 31, 1998 and December 31, 1997. No other employee earned in
excess of $100,000 for the year ended December 31, 1998.
<TABLE>
<CAPTION>
Annual Compensation
---------------------------------
Other Annual All Other
Name and Principal Salary Bonus Compensation Compensation(2)
- ------------------ ------ ----- ------------ ---------------
Position
- --------
<S> <C> <C> <C> <C> <C>
Larry V. Bailey 1998 $120,000 $15,000 (1) $ 6,818
Director, President, CEO 1997 120,000 15,000 (1) 11,845
& CFO
</TABLE>
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(1) Other annual compensation does not equal the lesser of $50,000 or 10% of
the total of individual's annual salary and bonus.
(2) Includes Bank matching contributions of $3,333 and $3,167 under the 401(k)
Plan and Bank contributions of $3,485 and $8,678 made pursuant to the
Profit Sharing Plan for 1998 and 1997, respectively. No benefits were
accrued under the Bank's Supplemental Executive Retirement Plan during the
year ended December 31, 1997. For the year ended December 31, 1998, Mr.
Bailey accrued $29,500 in benefits under the Supplemental Executive
Retirement Plan.
Employment Agreement. The Bank has entered into an employment agreement
with its President, Larry V. Bailey. Mr. Bailey's base salary under the
employment agreement is $120,000. The employment agreement has a term of three
years. The agreement is terminable by the Bank for "just cause" as defined in
the agreement. If the Bank terminates Mr. Bailey without just cause, he will be
entitled to a continuation of his salary from the date of termination through
the remaining term of the agreement but in no event for a period of less than
twenty-four months. The employment agreement contains a provision stating that
in the event of the termination of employment in connection with any change in
control of the Corporation, Mr. Bailey will be paid a lump sum amount equal to
2.99 times his five year average annual taxable cash compensation. If such
payments had been made under the agreement as of December 31, 1998, such
payments would have equaled approximately $388,500. The aggregate payments that
would have been made to Mr. Bailey would be an expense to the Bank, thereby
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<PAGE>
reducing the Bank's net income and its capital by that amount. The agreement may
be renewed annually by the Bank's Board of Directors upon a determination of
satisfactory performance within the Board's sole discretion. If Mr. Bailey shall
become disabled during the term of the agreement, he shall continue to receive
payment of 100% of the base salary for a period of 12 months and 65% of such
base salary for the remaining term of such agreement. Such payments shall be
reduced by any other benefit payments made under other disability programs in
effect for the Bank's employees.
Supplemental Executive Retirement Plan. The Bank has implemented a
supplemental executive retirement plan ("SERP") for the benefit of its
President, Mr. Bailey. The SERP will provide Mr. Bailey with a supplemental
retirement benefit in addition to benefits under the Pension Plan and the ESOP.
Under the SERP, Mr. Bailey's retirement pension will be supplemented by the
crediting of an additional 15 years of service, provided that he retires after
attainment of age 58. The SERP will provide a retirement benefit equal to 30% of
final average earnings at retirement after age 65, in addition to the projected
benefit of 36% of final average earnings under the Pension Plan (Pension Plan
benefits are calculated based upon 2% times years of service times Final Average
Earnings). Benefits payable under the Pension Plan will be reduced for
retirement prior to age 65 based upon fewer years of service. Additionally, the
SERP will reduce the Pension Plan reduction for retirement prior to age 65 from
3% per year to 2% per year. Payments under the SERP are accrued for financial
reporting purposes during the period of employment. The SERP is unfunded. All
benefits payable under the SERP would be paid from the Bank's current assets.
There are no tax consequences to either the participant or the Bank related to
the SERP prior to payment of benefits. Upon receipt of payment of benefits, the
participant will recognize taxable ordinary income in the amount of such
payments received, and the Bank will be entitled to recognize a tax-deductible
compensation expense at that time.
Benefits
Employee Stock Ownership Plan. The Bank has established an employee stock
ownership plan, the ESOP, for the exclusive benefit of participating employees.
Participating employees are employees who have completed one year of service
with the Bank or its subsidiary and have attained the age of 21.
The ESOP is funded by contributions made by the Bank in cash or common
stock. Benefits may be paid either in shares of the common stock or in cash. The
ESOP borrowed $1,243,150 from the Corporation to acquire 124,315 shares of
Common Stock. Shares purchased with such loan proceeds will be held in a
suspense account for allocation among participants as the loan is repaid.
Management anticipates contributing approximately $124,315 annually (based on a
$1,243,150 purchase) to the ESOP to meet principal obligations under the ESOP
loan. It is anticipated that all such contributions will be tax-deductible. This
loan is expected to be fully repaid in approximately 10 years. The Bank's
contributions to the ESOP are discretionary and may cause a reduction in other
forms of compensation. Therefore, benefits payable under the ESOP cannot be
estimated.
The Board of Directors has appointed non-employee directors to the ESOP
Committee to administer the ESOP and to serve as the initial ESOP Trustees. The
Board of Directors or the ESOP Committee may instruct the ESOP Trustees
regarding investments of funds contributed to the ESOP. The ESOP Trustees must
vote all allocated shares held in the ESOP in accordance with the instructions
of the participating employees. Unallocated shares and allocated shares for
which no timely direction is received will be voted by the ESOP Trustees as
directed by the Board of Directors or the ESOP Committee, subject to the
Trustees' fiduciary duties.
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<PAGE>
1999 Stock Option Plan. The Board of Directors of the Corporation has
adopted the 1999 Stock Option Plan for the benefit of its directors, officers,
and key employees. The 1999 Stock Option Plan received stockholder approval on
February 2, 1999.
1999 Restricted Stock Plan. The Board of Directors of the Corporation has
adopted a restricted stock program for the benefit of personnel of experience
and ability in key positions of responsibility with the Bank. The RSP received
stockholder approval on February 2, 1999.
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
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Certain Related Transactions
The Bank, like many financial institutions, has followed a policy of
granting various types of loans to officers, directors, and employees. As part
of the employee and director benefit package, full-time and qualified part-time
employees and directors of the Corporation are eligible for preferential
interest rates on certain adjustable-rate residential mortgage loans and
fixed-rate consumer loans made by the Bank after November 18, 1997. While such
loans are made with a discounted interest rate based on the greater of the
Bank's cost of funds or the Applicable Federal Rate, they are underwritten in
accordance with the Bank's established underwriting guidelines. All other loans
made by the Bank to employees and directors are on the same terms and conditions
as those available to the general public.
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STOCKHOLDER PROPOSALS
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In order to be eligible for inclusion in the Corporation's proxy materials
for next year's annual meeting of stockholders, any stockholder proposal to take
action at such meeting must be received at the Corporation's executive offices
at 600 Main Street, Osawatomie, Kansas 66064, no later than November 20, 1999.
In the event the Corporation receives notice of a stockholder proposal to
take action at next year's annual meeting of stockholders that is not submitted
for inclusion in the Corporation's proxy material, or is submitted for inclusion
but is properly excluded from the proxy material, the persons named in the proxy
sent by the Corporation to its stockholders intend to exercise their discretion
to vote on the stockholder proposal in accordance with their best judgment if
notice of the proposal is not received at the Corporation's executive offices by
February 20, 2000.
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OTHER MATTERS
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The Board of Directors is not aware of any business to come before the
Meeting other than those matters described in this Proxy Statement. However, if
any other matters should properly come before the Meeting, it is intended that
proxies in the accompanying form will be voted in respect thereof in accordance
with the judgment of the persons named in the accompanying proxy. If the
Corporation did not have notice of a matter by February 9, 1999, it is expected
that the persons named in the accompanying proxy will exercise discretionary
authority when voting on that matter.
-8-
<PAGE>
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MISCELLANEOUS
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The cost of soliciting proxies will be borne by the Corporation. The
Corporation 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 Common Stock. In addition to solicitations by mail,
directors, officers, and regular employees of the Corporation may solicit
proxies personally or by telegraph or telephone without additional compensation.
The Corporation's 1998 Annual Report to Stockholders was mailed to all
stockholders of record on or about March 20, 1999. Any stockholder who has not
received a copy of the Annual Report may obtain a copy by writing to the
Secretary of the Corporation.
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FORM 10-KSB
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A copy of the Corporation's Annual Report on Form 10-KSB for the fiscal
year ended December 31, 1998 will be furnished without charge to stockholders as
of the record date upon written request to the Secretary, First Kansas Financial
Corporation, 600 Main Street, Osawatomie, Kansas 66064.
BY ORDER OF THE BOARD OF DIRECTORS
Galen E. Graham
Secretary
Osawatomie, Kansas
March 20, 1999
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<PAGE>
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FIRST KANSAS FINANCIAL CORPORATION
600 MAIN STREET
OSAWATOMIE, KANSAS 66064
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ANNUAL MEETING OF STOCKHOLDERS
April 20, 1999
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The undersigned hereby appoints the Board of Directors of First Kansas
Financial Corporation (the "Corporation"), or its designee, with full powers of
substitution, to act as attorneys and proxies for the undersigned, to vote all
shares of Common Stock of the Corporation which the undersigned is entitled to
vote at the 1999 Annual Meeting of Stockholders (the "Meeting"), to be held at
600 Main Street, Osawatomie, Kansas, on April 20, 1999, at 1:00 p.m. and at any
and all adjournments thereof, in the following manner:
FOR WITHHELD
1. The election as director of the nominees
listed below for three-year terms
(except as marked to the contrary below): |_| |_|
Donald V. Meyer
Larry V. Bailey
INSTRUCTIONS: To withhold your vote for any nominee, write the nominee's name on
the line provided below.
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In their discretion, such attorneys and proxies are authorized to vote upon such
other business as may properly come before the Meeting or any adjournments
thereof.
The Board of Directors recommends a vote "FOR" each of the above listed
nominees.
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THIS SIGNED PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE
SPECIFIED, THIS SIGNED PROXY WILL BE VOTED FOR EACH OF THE NOMINEES LISTED. IF
ANY OTHER BUSINESS IS PRESENTED AT SUCH MEETING, THIS SIGNED 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 MEETING.
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<PAGE>
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Should the undersigned be present and elect to vote at the Meeting, or at
any adjournments thereof, and after notification to the Secretary of the
Corporation at the Meeting of the stockholder's decision to terminate this
Proxy, the power of said attorneys and proxies shall be deemed terminated and of
no further force and effect. The undersigned may also revoke this Proxy by
filing a subsequently dated Proxy or by written notification to the Secretary of
the Corporation of his or her decision to terminate this Proxy.
The undersigned acknowledges receipt from the Corporation prior to the
execution of this proxy of a Notice of Annual Meeting, a Proxy Statement dated
March 20, 1999 and the Annual Report.
Dated:
-------------------------------
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PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER
- ------------------------------------- ----------------------------------
SIGNATURE OF STOCKHOLDER SIGNATURE OF STOCKHOLDER
Please sign exactly as your name appears on this Proxy. When signing as
attorney, executor, administrator, trustee, or guardian, please give your full
title. If shares are held jointly, each holder should sign.
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PLEASE COMPLETE, DATE, SIGN, AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED
POSTAGE-PREPAID ENVELOPE.
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<PAGE>
Appendix B
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for use of the Commission
Only (as permitted by Rule 14a 6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
First Kansas Financial Corporation
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11. (set forth the amount on which the filing
fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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