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 Rule 14a-11(c) or 14a-12
NASB FINANCIAL, INC.
- ---------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
- ---------------------------------------------------------------
(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
14-a6(i)(1) and 0-11
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(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):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] 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:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
PRELIMINARY COPIES
(LOGO)
December 30, 1998
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders
of NASB Financial, Inc. (the "Company"), which will be held on Tuesday,
January 26, 1999, at 10:00 a.m. Central Standard Time, at our office located
in the Farm Office Complex, 12125-D, Blue Ridge Extension, Grandview,
Missouri.
In addition to the election of directors and ratification of the
appointment of our independent auditors, you are being asked to vote upon a
proposal to amend the Company's Articles of Incorporation. The attached
Notice of Annual Meeting and Proxy Statement describe the matters to be
presented at the Annual Meeting.
The Board of Directors unanimously recommends that stockholders vote
"FOR" each matter to be considered.
YOUR VOTE IS IMPORTANT. You are urged to sign, date, and mail the
enclosed Proxy promptly in the postage-prepaid envelope provided. If you
attend the Meeting, you may vote in person even if you have already mailed in
your Proxy.
A copy of the Bank's Annual Report for the fiscal year ended September
30, 1998, accompanies the Notice of Annual Meeting and the Proxy Statement.
On behalf of the Board of Directors, I wish to thank you for your continued
support. We appreciate your interest.
Sincerely,
/s/ David H. Hancock
David H. Hancock
Board Chairman
NASB FINANCIAL, INC.
12498 South 71 Highway
Grandview, Missouri 64030
(816) 765-2200
NOTICE
Annual Meeting of Stockholders
Tuesday, January 26, 1999
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of NASB
Financial, Inc. will be held at the North American Savings Bank office
located in the Farm Office Complex, 12125-D. Blue Ridge Extension,
Grandview, Missouri, Tuesday, January 26, 1999, at 10:00 a.m., Central
Standard Time, for the following purposes:
1. To approve and adopt a proposed amendment the Company's Articles of
Incorporation to increase the authorized common stock of the Company
from 3,000,000 to 20,000,000 shares and to reduce the par value of
Common Stock from $1.00 per share to $0.15 per share; and
2. To elect three directors of the Company to serve three-year terms;
and
3. To ratify the appointment by the Board of Directors of the firm of
Deloitte & Touche LLP as independent auditors of the Company and its
subsidiaries for the fiscal year ending September 30, 1999; and
4. To transact such other business as may properly come before the
meeting.
Pursuant to the Bylaws, the Board of Directors has fixed the close of
business on December 15, 1998, as the record date for the determination of
stockholders entitled to notice of and to vote at the Annual Meeting, or any
adjournment thereof.
NASB FINANCIAL, INC.
/S/ Paul L. Thomas
Paul L. Thomas
Vice President/Secretary
December 30, 1998
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY, THEREFORE, WHETHER OR NOT
YOU PLAN TO BE PRESENT IN PERSON AT THE ANNUAL MEETING, PLEASE VOTE, SIGN AND
DATE THE ENCLOSED PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE WHICH DOES NOT
REQUIRE POSTAGE IF MAILED IN THE UNITED STATES. THIS WILL NOT PREVENT YOU
FROM VOTING IN PERSON IF YOU ARE PRESENT AT THE ANNUAL MEETING.
NASB FINANCIAL, INC.
12498 South 71 Highway
Grandview, Missouri 64030
(816) 765-2200
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
January 26, 1999
VOTING AND SOLICITATION OF PROXIES
This proxy statement and the accompanying form of proxy are furnished in
connection with the solicitation of proxies by the Board of Directors of NASB
Financial, Inc. ("NASB" or the "Company") for the Annual Meeting of
Stockholders (hereinafter called the "Meeting") to be held at the North
American Savings Bank office located in the Farm Office Complex, 12125-D.
Blue Ridge Extension, Grandview, Missouri on Tuesday, January 26, 1999, at
10:00 a.m. The Annual Report to stockholders for fiscal year 1998, including
consolidated financial statements for the fiscal year ended September 30,
1998, accompanies this statement. The Company is required to file an Annual
Report and Form 10-K for its fiscal year ended September 30, 1998, with the
Securities and Exchange Commission ("SEC").
This proxy statement and the accompanying proxy are first being sent to
the stockholders on or about December 30, 1998.
Regardless of the number of shares you own, it is important that your
stock be represented at the Meeting. No action can be taken unless a
majority of the outstanding shares of Common Stock is represented. To make
sure your shares are represented at the Meeting, please sign and date the
proxy card and return it in the enclosed prepaid envelope.
If the enclosed proxy is properly executed and returned, and is not
revoked, it will be voted in accordance with the specifications made by the
stockholder. The proxy form provides a space for you to withhold your vote
for the nominees for the Board of Directors, if you choose to do so. You may
indicate the way you wish to vote on each matter in the space provided.
Executed but unmarked proxies will be voted FOR the election of the director
nominees named in the proxy statement and FOR the ratification of the
selection of auditors.
You may revoke your proxy at any time prior to its exercise. NASB has
not established formal procedures for revocation. The cost of soliciting the
proxies will be borne by NASB. In addition to the solicitation of proxies by
mail, proxies may be solicited by directors, officers or regular employees of
the Company in person or by telephone or telegraph. The Company will also
request persons, firms, and corporations holding shares in their names, or in
the names of their nominees, which are beneficially owned by others, to send
proxy material to and obtain proxies from such beneficial owners and will
reimburse such holders for their reasonable expenses in so doing. No
additional compensation shall be paid to directors, officers and regular
employees of the Company in consideration of services rendered to the
solicitation of proxies.
The securities which can be voted at the Meeting consist of shares of
Common Stock of NASB Financial, Inc., with each share entitling its owner to
one vote on matters other than the election of directors, in respect of which
cumulative voting is permitted, as discussed below. The close of business on
December 15, 1998, has been fixed by the Board of Directors as the record
date for determination of stockholders entitled to vote at the meeting. The
number of shares of Common Stock outstanding on the record date was
2,234,841.
The presence, in person or by proxy, of at least a majority of the total
number of outstanding shares of Common Stock is necessary to constitute a
quorum at the Meeting. In the event there are not sufficient votes for a
quorum, the Meeting may be adjourned in order to permit further solicitation
of proxies.
No person is authorized to give any information or to make any
representation other than as contained in this proxy statement, and if given
or made, such information may not be relied upon as having been authorized.
1
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
Persons and groups owning in excess of five percent (5%) of NASB's
Common Stock are required to file certain reports regarding such ownership
with North American and with the SEC. The Company has not been notified, nor
does it have any reason to believe, that any person, other than Mr. & Mrs.
David H. Hancock and Michael G. Dunn, owns more than 5% of NASB's Common
Stock as of November 30, 1998.
<TABLE>
<CAPTION>
TITLE OF CLASS NAME AND ADDRESS AMOUNT AND NATURE PERCENT OF
OF BENEFICIAL OWNER OF OWNERSHIP CLASS(2)
- ----------------------------------------------------------------------------------------
<S> <S> <S> <C>
Common Stock David H. & Linda S. Hancock 1,138,418 49.2%
12498 South 71 Highway shares total(1)
Grandview, MO 64030
Common Stock Michael G. Dunn 215,959 9.3%
47 E. Canzo Dr. shares total
Sea Island, GA 31561
</TABLE>
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(1) Includes 65,950 shares which Mr. Hancock has the right to
acquire pursuant to the options he holds under the Stock
Option Plan, but which have not been exercised.
(2) The calculation of percent of class is based on the number of
shares of Common Stock outstanding as of November 30, 1998,
excluding shares held by the Company as treasury stock.
- ---------------------------------------
As of November 30, 1998, all executive officers and directors as a group
owned 1,121,754 shares of NASB's Common Stock and have options to acquire an
additional 101,950 shares for a total of 1,223,704, or 52.9%.
PROPOSAL 1: AMENDMENT TO THE COMPANY'S ARTICLES OF INCORPORATION TO INCREASE
THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK AND DECREASE THE PAR VALUE OF
ALL SHARES OF COMMON STOCK
The Board of Directors has unanimously adopted, subject to approval of
the stockholders, an amendment to Article 3 of the Company's Articles of
Incorporation to increase the number of authorized shares of Common Stock
from 3,000,000 shares to 20,000,000 shares and to reduce the par value of all
shares of Common Stock from $1.00 per share to $0.15 per share. The text of
Article 3, as it is to be amended, is as follows:
The aggregate number of shares which the Corporation
shall have the authority to issue shall be 20,000,000
SHARES, which shall have a par value of FIFTEEN CENTS
($0.15) each, amounting in the aggregate to THREE MILLION
DOLLARS ($3,000,000), and all of said shares shall be COMMON
SHARES.
As of November 30, 1998, of the 3,000,000 shares of Common Stock
presently authorized, 2,234,841 were outstanding, 107,987 were held as
treasury shares, and 121,450 were reserved for issuance under the stock
option plan, which was previously approved by stockholders. The remaining
535,722 shares were available to be issued by the Company. The proposed
additional shares would be a part of the existing class of Common Stock and,
if and when issued, would have the same rights and privileges as the shares
of Common Stock presently issued and outstanding. The holders of Common
Stock of the Company are not entitled to preemptive rights or cumulative
voting. If the amendment is adopted, it will become effective upon filing of
a Certificate of Amendment of the Company's Articles of Incorporation with
the Secretary of State of Missouri.
The proposed amendment includes a reduction of the par value of the
authorized shares of Common Stock from $1.00 per share to $0.15. Since this
reduction in par value is relative to the increase in the number of shares
outstanding, there would be no change in the Stockholders' Equity on the
Company's Consolidated Balance Sheet and no change to the calculation of
annual franchise taxes payable by the Company under the tax laws of the State
of Missouri.
2
<PAGE>
The purpose of the proposed increase in authorized shares is to provide
additional shares of Common Stock that could be issued for corporate purposes
without further stockholder approval, unless required by applicable law or
regulation. The Board of Directors believes that it is prudent to have
additional shares of Common Stock authorized during this annual meeting,
which allows the Company to avoid the expense of a special meeting of
stockholders if and when there is a need to issue additional shares of Common
Stock
Potential uses for the additional shares could include stock splits,
stock dividends, acquisitions, management incentive or employee benefit
plans, or other general corporate purposes. However, stockholders must
approve the use of additional shares for management incentive or employee
benefit plans. Although the Board of Directors has not made any definite
plans for the use of the additional shares, their most likely use will be to
perform a stock split. A stock split would not change the stockholders'
equity or interest in the Company, nor would it affect the relative rights of
any stockholder or result in any dilution or decrease of any stockholders'
proportionate interest in the Company. The number of shares of Common Stock
available for the Company's current stock option plan, and the exercise
prices therefor, would be proportionately adjusted to give effect to any
stock split. Such a split could make the market price of the Common Stock in
a range more attractive to investors and could result in a broader market for
the shares.
If approved, the authorized additional shares of Common Stock will have
no immediate dilutive effect on the proportionate voting power of the present
stockholders of the Company. However, to the extent that the additional
shares are subsequently issued for purposes other than a stock split or stock
dividend, such issuance could have a substantial dilutive effect on earnings
per share, book value per share, and voting power of the present
stockholders. The Board of Directors has no current plans to use the
additional shares for purposes that would cause a dilutive effect to the
present stockholders.
The issuance of additional shares of Common Stock by the Company may
also have an anti-takeover effect by making it more difficult to obtain
shareholder approval for various actions, such as a merger. The proposed
increase in the number of authorized shares of Common Stock could enable the
Board of Directors to make it more difficult for another person or entity to
gain control of the Company. The Board currently does not intend to use any
additional shares of Common Stock as an anti-takeover action and does not
intend to propose anti-takeover measure in future proxy solicitations. The
Board has no present knowledge of any takeover threat.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" APPROVAL OF THE AMENDMENT TO
THE COMPANY'S ARTICLES OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED
SHARES OF COMMON STOCK AND DECREASE THE PAR VALUE OF COMMON SHARES.
PROPOSAL 2: ELECTION OF DIRECTORS
At each election of directors, every stockholder entitled to vote has
the right to vote, in person or by proxy, the number of shares owned by him
for as many persons as there are directors to be elected to a particular
class. A stockholder may cumulate his votes by voting the total number of
votes to which he is entitled for any one candidate or distribute them
equally or unequally among the candidates. The total votes for all
candidates cannot be more than the number of all candidates to be elected
multiplied by the number of his shares. Stockholders may exercise their
right to cumulative voting by attaching to their proxy card instructions
indicating how many votes their proxy should give each candidate. The Board
of Directors reserves the right to cumulate votes with respect to proxies
assigned to the Board unless authorization is expressly withheld or
instruction is otherwise given.
The directors are divided into three classes. Three directors are to be
elected at this meeting. The three nominees for these positions currently
serve on the Board of Directors and are seeking re-election to serve until
the 2002 Annual Meeting; or until their successors are elected and qualified
to serve. The three nominees are Barrett Brady, Walter W. Pinnell, and James
A. Watson.
It is the intention of the Board of Directors to vote the proxies for
the election of all of the nominees named below for directors, or, at their
discretion, cumulatively vote for any one or more, unless the proxy is marked
to
3
<PAGE>
indicate that such authorization is expressly withheld. Management believes
that all such nominees will stand for election, but if any person nominated
fails to stand for election, the Board of Directors reserves full discretion
to vote for any other person who may be nominated. Management believes that
each nominee named herein will serve if elected as a director.
Pursuant to the Bylaws of the Company, the Board of Directors acts as a
nominating committee for selecting the management nominees for election as
directors. Except in the case of a nominee substituted as a result of the
death or other incapacity of a management nominee, the nominating committee
shall deliver written nominations to the secretary at least 20 days prior to
the date of the annual meeting. No nominations for directors except those
made by the nominating committee shall be voted upon at the annual meeting
unless other nominations by shareholders are made in writing and delivered to
the secretary of the Company at least one-hundred twenty days and not more
than one-hundred eighty days prior to the date of the annual meeting.
Ballots bearing the names of all persons nominated by the nominating
committee and by shareholders shall be provided for use at the annual
meeting. However, if the nominating committee shall fail or refuse to act at
least 20 days prior to the annual meeting, nominations for directors may be
made at the annual meeting by any shareholder entitled to vote and shall be
voted upon. Such recommendations must contain the name, age, business
address, residence address, and the principal occupation or employment of
each such recommended nominee as would be required under the rules of the SEC
in a proxy statement soliciting proxies for the election of such recommended
nominee as a director. Such recommendations shall include a signed consent
to serve as a director of the Company, if elected, from each such recommended
nominee.
BOARD OF DIRECTORS
INFORMATION AS TO NOMINEES AND CONTINUING DIRECTORS
The nominees, their ages, principal occupations or employment for the
past five years and positions with the Company's subsidiary, North American
Savings Bank, F.S.B. (the "Bank"), the year each was first elected as
director of NASB, and the amount of Common Stock and percent thereof
beneficially owned by each on November 30, 1998, are shown on the following
table. "Beneficial ownership" includes: stock held in joint tenancy; stock
owned as tenants in common; stock owned or held by a spouse or other member
of the nominee's household; and stock in which the nominee has or shares
voting or investment power, even though the nominee disclaims any beneficial
interest in such stock. Each director of the Company is also a member of the
Board of Directors of the Bank.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF EACH
NOMINEE.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF
NAME AND BUSINESS EXPERIENCE DIRECTOR BENEFICIAL OWNERSHIP PERCENT
DURING LAST FIVE YEARS AGE SINCE AS OF RECORD DATE OF CLASS
- ---------------------------------------------------------------------------------------
<S> <S> <S> <S> <S>
NOMINEES - THREE YEAR TERMS EXPIRING IN 2002
- ----------------------------------------------
BARRETT BRADY 52 1993 2,100 shares 0.1%
Senior Vice President of (directly)
Highwoods Properties, Inc.
President and Chief Executive
Officer of J.C. Nichols 1995-1998.
President and CEO of Dunn
Industries, Inc. from 1986-1995,
and EVP and Treasurer of J.E.
Dunn Construction Co. from
1981-1995.
WALTER W. PINNELL 51 1994 35,412 shares 1.5%
President of North American (34,262 directly and
Savings Bank and Nor-Am Service 1,150 indirectly)(3)
Corporation, a wholly owned
subsidiary, since 1993. EVP of
Metcalf State Bank from 1992-1993.
President of American 1990-1992.
JAMES A. WATSON 51 1993 10,793 shares 0.5%
Executive Vice President of (10,443 directly and
North American Savings Bank. 350 indirectly)(4)
From 1990 to 1992, he served as
Senior Vice President of North
American, and as Vice President
from 1984-1992.
DIRECTORS WHOSE TERMS EXPIRE IN 2001
- --------------------------------------
DAVID H. HANCOCK 53 1990 1,138,418 shares 49.2%(2)
Board Chairman and Chief (1,099,113 directly
Executive Officer of North and 39,305 indirectly)
American Savings Bank since 1990. (1)
Also serves as Board Chairman of
Nor-Am Service Corporation, a
wholly-owned subsidiary of North
American.
LINDA S. HANCOCK
Owner of Linda Smith Hancock 48 1995 1,138,418 shares 49.2%(2)
Interiors since 1974. (1,099,113 directly
and 39,305 indirectly)
(1)
DIRECTORS WHOSE TERMS EXPIRE IN 2000
- -------------------------------------
FREDERICK V. ARBANAS 59 1974 800 shares --
President and Owner of (directly)
Fred Arbanas, Inc., Advertising
Agency, Grandview, Missouri
since 1969.
W. RUSSELL WELSH 49 1997 8,100 shares 0.4%
Managing Partner for the law firm (directly)
of Polsinelli, White, Vardeman
and Shalton.
</TABLE>
- ----------------------------------
(1) Includes 65,950 shares which Mr. Hancock has the right to acquire
pursuant to options he holds under the Stock Option Plan, but which
have not been exercised.
(2) Linda S. Hancock is the spouse of David H. Hancock. The total
combined shares for Mr. & Mrs. Hancock are 1,138,418.
(3) Includes 25,000 shares which Mr. Pinnell has the right to acquire
pursuant to options he holds under the Stock Option Plan, but which
have not be exercised.
(4) Includes 1,000 shares which Mr. Watson has the right to acquire
pursuant to options he holds under the Stock Option Plan, but which
have not been exercised.
- ----------------------------------
The Board of Directors held 12 regular meetings during the fiscal
year ended September 30, 1998. All directors attended more than 75% of
the meetings of the Board of Directors and committees to which they
belong.
AUDIT COMMITTEE
The Audit Committee has the responsibility of reviewing the scope
and results of audits performed by the Bank's independent auditors and
reviews the findings and recommendations of NASB's internal auditor and
compliance officer. This committee held four meetings during fiscal
year 1998. Frederick V. Arbanas and Barrett Brady are the outside
directors who currently serve on the Audit Committee.
DIRECTORS' AND COMMITTEE MEMBERS' REMUNERATION
Directors who are not paid a salary by the Bank or a subsidiary
during the fiscal year ended September 30, 1998, received fees as
follows: $750 per board meeting attended, and members of all standing
committees, $250 per meeting attended if not held in conjunction with
board meeting.
5
<PAGE>
EXECUTIVE OFFICERS
The following sets forth information about the executive officers
who are not directors of NASB or who have not been employed by the Bank
for five years. All executive officers are appointed by the Board of
Directors and serve at the discretion of the Board.
Keith B. Cox, age 37, has been with NASB for fifteen years and is
presently serving as Executive Vice President and Chief Financial
Officer. During his career with North American he also served as
Controller.
Bradley A. Lee, age 44, has served as a Sr. Vice President in
Construction Lending with North American for three years. His sixteen
years of experience in banking include serving as VP at Mercantile Bank
in Commercial Lending from 1991 to 1995 and as Sr. Vice President at
Mark Twain Banks from 1981 to 1991.
John Nesselrode, age 39, has worked for the Bank for thirteen
years, first as Investment Officer, and more recently as Sr. Vice
President/Chief Investment Officer. He also manages the Commercial Real
Estate Lending Department.
Bruce J. Thielen, age 38, started with the Bank seven years ago as
Manager of Loan Servicing. Since January 1995, he has assumed
additional responsibilities as the manager of the Residential Lending
Department and is presently a Sr. Vice President. He came to North
American with ten years experience in managing loan servicing and REO,
first at Land of Lincoln Savings & Loan in Illinois, and later at First
State Savings Association in Sedalia, Missouri.
Paul L. Thomas, age 31, worked for the Bank from October 1992 to
February 1997, as an Investment Analyst. From February 1997 to
September 1997, he worked as Financial Analyst for DeMarche Associates,
Inc., a pension fund consulting group. In September 1997, he returned
to work for North American as Vice President/Investment Officer. He
also serves as the Company's Corporate Secretary.
EXECUTIVE COMPENSATION
The following table sets forth information concerning the
compensation of the Chief Executive Officer and the other executive
officers who served in such capacities as of September 30, 1998, with
compensation of $100,000 or more.
<TABLE>
<CAPTION>
STOCK ALL OTHER
FISCAL SALARY BONUS OPTIONS COMP.
NAME YEAR $ $ (number) $(1)
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
DAVID H. HANCOCK 1998 175,000 175,600 -- 5,000
Board Chairman, CEO and 1997 175,000 100,500 -- 4,750
Director of North American 1996 153,077 500 27,488 4,607
& Nor-Am Service Corp.
WALTER W. PINNELL 1998 135,019 70,600 -- 5,290
President and Director of 1997 135,000 38,000 -- 4,050
North American & Nor-Am 1996 135,000 36,500 -- 4,065
Service Corp.
BRUCE J. THIELEN 1998 92,500 77,500 -- 4,750
Senior Vice President of 1997 92,500 67,500 5,000 3,257
Residential Lending 1996 80,982 20,000 -- 3,030
BRAD LEE 1998 71,067 38,100 -- 3,015
Senior Vice President of
Construction Lending
KEITH B. COX 1998 72,500 35,600 -- 3,015
Executive Vice President and
Chief Financial Officer
</TABLE>
Cash compensation for the fiscal year ended September 30, 1998,
totaled $1,209,396 for all eight executive officers as a group.
6
<PAGE>
- ---------------------------
(1) Includes contributions to the Company's 401(k) Plan on behalf of
each of the named executive officers to match predefined portion of
the 1998 pre-tax elective deferral contribution (included under the
"salary" column) made to such plan and discretionary
contributions made to the plan on behalf of the named executive
officer.
(2) Mr. Thielen was promoted to Senior Vice President on July 30, 1996.
His compensation for the 1996 fiscal year includes compensation
from his previous position.
- ----------------------------
OPTION GRANTS DURING THE FISCAL YEAR ENDED SEPTEMBER 30, 1998 TO THE
ABOVE NAMED EXECUTIVE OFFICERS
There were no grants of options to acquire shares of the Company's
Common Stock during the fiscal year ended September 30, 1998.
OPTION EXERCISES AND FISCAL YEAR-END VALUES
The following table sets forth all stock options exercised by the
named executives during the fiscal year ended September 30, 1998, and
the number and value of unexercised options held by such executive
officers at the fiscal year-end.
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED IN-THE-MONEY OPTIONS AT
SHARES OPTIONS AT FISCAL YEAR-END FISCAL YEAR-END(2)
ACQUIRED VALUE --------------------------- -------------------------
NAME ON EXERCISE REALIZED(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
David H. Hancock -- -- 34,072 31,878 $916,631 $817,247
Walter W. Pinnell -- -- 20,000 5,000 $645,000 $161,250
Bruce J. Thielen 2,778 $128,121 1,000 4,000 $ 16,625 $ 66,500
Brad Lee -- -- 1,400 1,600 $ 30,169 $ 31,196
Keith B. Cox 1,481 $ 66,963 4,200 800 $177,325 $ 13,300
</TABLE>
- ------------------------------------
(1) Difference between fair market value of underlying securities at
date of exercise and the exercise price.
(2) Difference between fair market value of underlying securities at
fiscal year-end and the exercise price.
- ------------------------------------
EMPLOYMENT AGREEMENTS
There are currently no employment agreements.
EXECUTIVE COMPENSATION PLAN
The executive compensation program is based on beliefs and guiding
principles designed to align compensation with business strategy and
company values. The Company supports a performance-oriented environment
that rewards performance not only with respect to the individual's
contribution to the Company but also Company performance as compared to
that of the industry performance levels.
REPORT OF COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors is composed
entirely of the independent outside directors, Frederick V. Arbanas, W.
Russell Welsh, Barrett Brady, and Linda S. Hancock. The Committee is
responsible for setting and administering the policies that govern both
annual executive compensation and stock ownership programs.
7
<PAGE>
The Compensation Committee evaluated a variety of objective factors
to determine the base salaries, incentive bonuses, and stock option
awards to the Bank's executives. In setting the executive compensation
for the Chief Executive Officer and the President, the committee
examined the Company's corporate performance ratios compared to peer
group averages, the Company's stock price performance over the last five
years in relationship to peer groups and industry indexes, and the
Company's executive compensation compared to salary surveys of financial
institutions in the industry with similar characteristics of the
Company. Specifically, the Company's return on assets ("ROA") of
1.85% and its return on equity ("ROE") of 21.06% during the year ended
September 30, 1998, increased from the prior year's ROA of 1.53% and its
prior year's ROE of 20.07%. By comparison, the Howe Barnes Investment,
Inc.'s Quarterly Bank and Thrift Report for September 1998 reported an
average ROA of 0.79% and an average ROE of 7.10% for publicly traded
thrift institutions within the Company's peer group. Median ratios for
the same peer group were 0.96% ROA and 9.08% ROE. The quoted bid price
on the Company's stock at September 30, 1998, was $50.00 per share, a
decrease of $1.00 or 2% from the prior fiscal year end. However, the
NASDAQ Bank Index at September 30, 1998 was 1,732, a decrease of 163
points, or 9%. Based on the 1998 Bank Executive Compensation Survey
from Sheshunoff, the compensation of the Chief Executive Officer and the
President for the year ended September 30, 1998, were approximately in
the 50th percentile of the Company's peer group.
COMPARATIVE STOCK PERFORMANCE GRAPH
The following graph shows the cumulative total return on the common
stock of the Bank over the last five fiscal years, compared with the
cumulative total return of the NASDAQ Stock Market (U.S. Companies)
Index and the NASDAQ Financial Institutions Index over the same period.
Cumulative total return on the stock or the index equals the total
increase in the value since September 30, 1993, assuming reinvestment of
all dividends paid into the stock or the index respectively. The graph
was prepared assuming that $100 was invested on September 30, 1993, in
common stock of the Bank in the indexes.
NASB, NASDAQ Stock Market (U.S. Companies) and NASDAQ
<TABLE>
<CAPTION>
INDEX 9/30/93 9/30/94 9/30/95 9/30/96 9/30/97 9/30/98
- -------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
NASB Financial, Inc. $ 100 $ 119 $ 166 $ 181 $ 305 $ 305
NASDAQ (U.S.) $ 100 $ 100 $ 137 $ 161 $ 221 $ 222
NASDAQ Financial Stocks $ 100 $ 110 $ 139 $ 164 $ 271 $ 248
</TABLE>
8
<PAGE>
BENEFITS
RETIREMENT PLAN
During the fiscal year ended September 30, 1998, North American
maintained a 401(k) Qualified Defined Contribution Plan ("Plan") for all
employees who worked at least 1,000 hours per year, were 21 years of
age, and had been employed for one year. This Plan complies with the
requirements of the Employment Retirement Income Security Act (ERISA) of
1974. The Plan provides, in general, that the employee may elect to
contribute from 1% to 15% of annual salary on a pre-tax basis, and North
American will contribute 50% of the employee's contribution, up to a
maximum of 3% of the employee's salary, subject to IRS limits.
Employees are 100% vested in the employer's contributions after three
years of service to North American. Benefits under the Plan are
determined by the contributions of North American and the participant.
Normal retirement age is 65. Upon retirement, the participant elects
the manner in which the accrued contributions plus earnings are to be
received.
The aggregate contributions by the Bank under the Plan for named
executive officers during the fiscal year ended September 30, 1998,
were: David Hancock, $5,000; Walter W. Pinnell, $5,290; Bruce J.
Thielen, $4,750, Brad Lee, $3,015; Keith B. Cox, $2,229; and for all
executive officers as a group were $27,790. Total accrued contributions
by the bank are: David Hancock, $34,244; Walter W. Pinnell, $17,864;
Bruce J. Thielen, $17,331, Brad Lee, $3,015; Keith B. Cox, $22,677.
STOCK OPTION PLAN
During fiscal year 1986, stockholders of NASB approved a stock
option plan ("Option Plan"). Amendments to the Stock Option Plan in
1988 and 1994 were submitted to and approved by the shareholders. Under
the Option Plan, options to purchase up to 232,898 shares of Common
Stock (adjusted to reflect subsequent stock dividends less those
exercised) may be granted to officers and employees of the Bank and its
subsidiaries. As of September 30, 1998, the time frame for issuing new
Option Agreements had expired.
The options granted are intended to be incentive stock options
under Section 442A of the Internal Revenue Code as amended. Qualified
stock options must be granted by the tenth anniversary of the effective
date of the Option Plan. The option price may not be less than 100% of
the fair market value of the shares on the date of the grant. No option
shall be exercisable after the expiration of ten years from the date of
the grant.
The Board of Directors administers the Option Plan. The Board
selects the employees to whom options are to be granted and the number
of shares to be granted based upon, among other things, an employee's
length of service, the amount of compensation, and the nature of
responsibilities, duties and functions.
The Board may, in its discretion, authorize NASB to accept the
surrender by the optionee of the right to exercise an option in
consideration for the payment by NASB of an amount equal to the excess
of the fair market value of the shares of Common Stock subject to such
option surrendered over the total exercise price. Such payment may be
made in Common Stock and/or cash.
FEDERAL INCOME TAX CONSEQUENCES
Incentive stock options are designed to result in beneficial tax
treatment to the optionee and do not result in a tax deduction for the
Company. The optionee is not taxed upon grant or exercise of an
incentive stock option; rather, taxation is deferred until the sale or
other disposition of the underlying shares.
During the year ended September 30, 1998, there were no new stock
option agreements issued and no options were forfeited. As of September
30, 1998, outstanding options may be exercised as follows:
9
<PAGE>
FIRST EXERCISE NUMBER OF SHARES EXERCISE
DATE SHARES PRICE
- ----------------------------------------------
IMMEDIATE 15,000 $9.00
IMMEDIATE 23,600 $20.25
IMMEDIATE 23,077 $23.50
IMMEDIATE 12,195 $30.00
IMMEDIATE 1,200 $30.13
IMMEDIATE 800 $30.50
IMMEDIATE 2,600 $35.88
--------
Sub-total 78,472
October 26, 1998 5,700 $20.25
January 21, 1999 2,600 $35.88
January 23, 1999 400 $30.50
June 12, 1999 600 $30.00
June 13, 1999 5,498 $30.00
June 25, 1999 7,692 $23.50
August 23, 1999 200 $20.25
September 26, 1999 400 $30.13
January 21, 2000 2,600 $35.88
January 23, 2000 400 $30.50
June 12, 2000 600 $30.00
June 13, 2000 5,498 $30.00
June 25, 2000 7,692 $23.50
September 26, 2000 400 $30.13
January 21, 2001 2,600 $35.88
January 23, 2001 400 $30.50
June 12, 2001 600 $30.00
June 13, 2001 5,498 $30.00
January 21, 2002 2,600 $35.88
-------
TOTAL 130,450
=======
As of September 30, 1998, 74,916 of the options granted under the
plan have been exercised. Options held by executive officers who are
directors are included in the table under beneficial ownership. All
executive officers as a group hold options to purchase 101,950 shares.
TRANSACTIONS WITH NORTH AMERICAN
NASB, prior to the Financial Institutions Reform Recovery and
Enforcement Act of 1989, followed the policy of offering mortgage loans
for the financing of personal residences and consumer loans to its
officers, directors and employees. These loans were made in the
ordinary course of business and on substantially the same terms and
collateral, except for fees, as those of comparable transactions
prevailing at the time. The loans did not involve more than the normal
risk of collectibility or present other unfavorable features. NASB no
longer makes portfolio loans to executive officers and directors.
As of September 30, 1998, there were no loans made on preferential
terms as explained above to an executive officer or director of the
Company that exceeded $60,000 in the aggregate. Loans to executive
officers and directors or their associates, which were not made on
preferential terms, if any, are disclosed in the notes to the
consolidated financial statements in the 1998 Annual Report to
Stockholders.
SECTION 16 COMPLIANCE
Section 16(a) of the Exchange Act requires the Company's directors
and executive officers, and persons who own more than 10% of a
registered class of NASB Financial, Inc. equity securities, to file
reports of ownership and reports of changes in ownership with the SEC.
The Company's officers, directors and greater than 10% stockholders are
also required by SEC regulation to furnish the Company with copies of
all Section 16(a) forms they file.
To the best of the Company's knowledge, based solely on a review of
the copies of such reports furnished to the Company and written
representations that no other reports were required during the fiscal
year ended September 30,
10
<PAGE>
1998, all Section 16(a) filing requirements applicable to its officers,
directors and greater than 10% beneficial owners were met.
PROPOSAL 3: RATIFICATION OF INDEPENDENT AUDITORS
The Audit Committee recommended, and the Board of Directors
appointed, the firm of Deloitte & Touche LLP to audit the
accounts of NASB Financial, Inc. and its subsidiaries for the
fiscal year ended September 30, 1999. This appointment is being
presented to stockholders for ratification. If the stockholders
do not ratify the selection of Deloitte & Touche LLP, the Board
of Directors will reconsider the selection.
Deloitte & Touche LLP has advised NASB that neither the firm
nor any present member or associate of the firm has any financial
interest, direct or indirect, in the Company; nor any connection
with NASB, in the capacity of promoter, underwriter, voting
trustee, director, officer or employee.
The Company's independent auditors for the fiscal year ended
September 30, 1997, were Ernst & Young LLP. For the fiscal years
ended September 30, 1997, and 1996, Ernst & Young LLP issued
their unqualified opinion on the financial statements of North
American. The Board approved a change in independent auditors as
a matter of corporate policy to periodically rotate audit firms.
There have been no disagreements with Ernst & Young LLP on any
matter of accounting principles or practices, financial statement
disclosure, or auditing scope of procedure, which would have
caused Ernst & Young LLP to make reference to the subject matter
of a disagreement in connection with its report.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" RATIFICATION OF
THE APPOINTMENT OF DELOITTE & TOUCHE LLP
OTHER MATTERS
The Board of Directors is not aware of any business to come
before the Meeting other than those matters described above 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 person or persons voting the
proxies.
STOCKHOLDER PROPOSALS
In order to be eligible for inclusion in the Company'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 NASB's main office at 12498 South 71 Highway,
Grandview, Missouri 64030, not later than September 10, 1999.
Any such proposals shall be subject to requirements of the proxy
rules adopted under the Securities Exchange Act of 1934, as
amended.
A COPY OF FORM 10-K (WITHOUT EXHIBITS) AS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION WILL BE FURNISHED WITHOUT
CHARGE TO STOCKHOLDERS AS OF THE RECORD DATE UPON WRITTEN REQUEST
TO THE SECRETARY, NASB FINANCIAL, INC., 12498 SOUTH 71 HIGHWAY,
GRANDVIEW, MISSOURI 64030.
By Order of the Board of Directors
/s/ Paul L. Thomas
Paul L. Thomas
Vice President & Secretary
Grandview, Missouri
Dated: December 20, 1998
11
<PAGE>
NASB FINANCIAL, INC.
12498 South 71 Highway, Grandview, Missouri 64030
REVOCABLE PROXY
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD JANUARY 26,
1999, SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby appoints the Keith B. Cox and Paul L. Thomas
with full power of substitution, to act as proxies for the undersigned,
and to vote all shares of Common Stock of NASB Financial, Inc., which
the undersigned is entitled to vote at the ANNUAL MEETING of
STOCKHOLDERS, to be held at our office located at The Farm Office
Complex, 12125-D Blue Ridge Extension, Grandview, Missouri, on January
26, 1999, and at any and all adjournments thereof, as follows:
1. PROPOSAL to approve an amendment to the Company's Articles of
Incorporation to increase the number of authorized shares of Common
Stock from 3,000,000 shares to 20,000,000 shares and to reduce the
par value of Common Stock from $1.00 per share to $0.15 per share.
[ ]FOR [ ]AGAINST [ ]ABSTAIN
2. Election of Directors:
[ ]FOR all nominees listed below [ ] WITHHOLD AUTHORITY to vote for
all nominees listed below
A. If you wish to vote cumulatively:
FOR: WITHHOLD AUTHORITY:
[ ] Barrett Brady [ ] Barrett Brady
[ ] Walter W. Pinnell [ ] Walter W. Pinnell
[ ] James A. Watson [ ] James A. Watson
3. PROPOSAL to ratify the appointment by the Board of Directors of the
firm of Deloitte & Touche LLP as independent auditors of NASB
Financial, Inc. and its subsidiaries for the fiscal year ending
September 30, 1999.
[ ]FOR [ ]AGAINST [ ]ABSTAIN
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE LISTED
PROPOSALS.
REVOCABLE PROXY
In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS
PROXY WILL BE VOTED "FOR" PROPOSALS 1, 2 AND 3, UNLESS INSTRUCTIONS
ARE GIVEN TO THE CONTRARY. THE BOARD HAS THE DISCRETION TO VOTE
CUMULATIVELY FOR THE ELECTION OF DIRECTORS.
PLEASE SIGN AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. Name(s),
address and number of shares of registered owner(s) appear(s) below.
SEE REVERSE SIDE FOR MATTERS TO BE VOTED ON.
Date: _______________, 1999
--------------------------------------
Signature(s)
Please sign as name(s) appear(s) to the left, indicating official
position or representative capacity where applicable. Show address
changes.
