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:
(LOGO)
December 30, 1999
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 25, 2000, at 10:00 a.m. Central Standard Time, at
our office located in the Farm Office Complex, 12125-D Blue Ridge
Extension, Grandview, Missouri.
At this Annual Meeting, you are being asked to elect directors and
ratify the appointment of our independent auditors. 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, 1999, 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,
David H. Hancock
Board Chairman
<PAGE>
NASB FINANCIAL, INC.
12498 South 71 Highway
Grandview, Missouri 64030
(816) 765-2200
NOTICE
Annual Meeting of Stockholders
Tuesday, January 25, 2000
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 25, 2000, at 10:00
a.m., Central Standard Time, for the following purposes:
1. To elect two directors of the Company to serve three-year terms; and
2. 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, 2000; and
3. 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, 1999, 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.
Paul L. Thomas
Vice President/Secretary
December 30, 1999
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.
<PAGE>
NASB FINANCIAL, INC.
12498 South 71 Highway
Grandview, Missouri 64030
(816) 765-2200
PROXY STATEMENT
Annual Meeting of Stockholders
January 25, 2000
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 25, 2000, at 10:00 a.m. The Annual Report to
stockholders for fiscal year 1999, including consolidated financial
statements for the fiscal year ended September 30, 1999, accompanies
this statement. The Company is required to file an Annual Report and
Form 10-K for its fiscal year ended September 30, 1999, 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, 1999.
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, 1999, 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 8,914,438.
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 NASB 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, 1999.
Name and Address of Amount and Nature Percent of
Title of Class Beneficial Owner Ownership Class (3)
- ------------------------------------------------------------------------
Common Stock David H. Hancock 4,553,672 51.0%
12498 South 71 Highway shares total (1)(2)
Grandview, MO 64030
Common Stock Michael G. Dunn 863,836 9.7%
47 E. Canzo Dr. shares total
Sea Island, GA 31561
- -----------------------
1) Includes 263,800 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) Includes 282,782 shares which are owned by Mr. Hancock's spouse,
Linda H. Hancock. Mr. Hancock disclaims beneficial ownership of these
shares and their inclusion in the totals above shall not be deemed as an
admission that Mr. Hancock is the beneficial owner of such shares for
purposes of Section 16 of the Exchange Act or for any other purposes.
3) The calculation of percent of class is based on the number of shares
of Common Stock outstanding as of November 30, 1999, excluding shares
held by the Company as treasury stock.
- -----------------------
As of November 30, 1999, all executive officers and directors as a
group owned 4,579,144 shares of NASB's Common Stock and have options to
acquire an additional 307,800 shares for a total of 4,886,944, or 54.8%.
PROPOSAL 1: 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. Two directors are to
be elected at this meeting. The two nominees for these positions
currently serve on the Board of Directors and are seeking re-election to
serve until the 2003 Annual Meeting; or until their successors are
elected and qualified to serve. The two nominees are Frederick V.
Arbanas and W. Russell Welsh.
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 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
2
<PAGE>
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, 1999, 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
BENEFICIAL OWNERSHIP
NAME AND BUSINESS EXPERIENCE DIRECTOR OF COMMON STOCK AS PERCENT
DURING LAST FIVE YEARS AGE SINCE OF RECORD DATE OF CLASS
- ------------------------------------------------------------------------------------------------
<S> <S> <S> <S> <S>
Nominees - Three year terms expiring in 2003
- --------------------------------------------
FREDERICK V. ARBANAS 60 1974 4,268 shares --
President and Owner of Fred Arbanas, Inc., (directly)
Advertising Agency, Grandview, Missouri since 1969.
W. RUSSELL WELSH 50 1997 20,400 shares (directly) 0.2%
Managing Partner for the law firm of Polsinelli,
White, Vardeman and Shalton.
Directors whose terms expire in 2002
- --------------------------------------------
BARRETT BRADY 53 1993 8,400 shares (directly) 0.1%
Senior Vice President of 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 52 1994 141,648 shares 1.6%
President of North American Savings Bank and (137,048 directly and
Nor-Am Service Corporation, a wholly owned subsidiary, 4,600 indirectly)
since 1993. EVP of Metcalf State Bank from 1992-1993.
President of American Bank from 1990-1992.
JAMES A. WATSON 52 1993 40,000 shares 0.4%
Executive Vice President of North American (38,600 directly and
Savings Bank. From 1990 to 1992, he served 1,400 indirectly)
as Senior Vice President of North American, (1)
and as Vice President from 1984-1992.
Directors whose terms expire in 2001
- --------------------------------------------
DAVID H. HANCOCK 54 1990 4,553,672 shares 51.0%
Board Chairman and Chief Executive Officer of (4,109,350 directly and
North American Savings Bank since 1990. Also 444,322 indirectly)
serves as Board Chairman of Nor-Am Service (2)(3)
Corporation, a wholly owned subsidiary of
North American.
LINDA S. HANCOCK 49 1995 4,553,672 shares 51.0%
Owner of Linda Smith Hancock Interiors (282,782 directly and
since 1974. 4,270,890 indirectly)
(4)
</TABLE>
- -----------------------
(1) Includes 4,000 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.
(2) Includes 263,800 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.
(3) Includes 282,782 shares owned by Linda S. Hancock. David H. Hancock
is the spouse of Linda S. Hancock. David H. Hancock disclaims
beneficial ownership of securities owned by Linda S. Hancock and this
report shall not be deemed an admission that he is the beneficial owner
of such securities for purposes of Section 16 of the Exchange Act or for
any other purposes.
(4) Includes 4,270,890 shares owned by David H. Hancock. Linda S.
Hancock is the spouse of David H. Hancock. Linda S. Hancock disclaims
beneficial ownership of securities owned by David H. Hancock and this
report shall not be deemed an admission that she is the beneficial owner
of such securities for purposes of Section 16 of the Exchange Act or for
any other purposes.
- -----------------------
The Board of Directors held 12 regular meetings during the fiscal
year ended September 30, 1999. 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 1999. 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, 1999, received fees as
follows: $1,000 per board meeting attended, and members of all standing
committees, $250 per meeting attended if not held in conjunction with
board meeting.
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.
4
<PAGE>
Keith B. Cox, age 38, has been with the Bank for sixteen 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 45, has served as a Sr. Vice President in
Construction Lending with the Bank for four 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 40, has worked for the Bank for fourteen
years, first as Investment Officer, and now as Sr. Vice President/Chief
Investment Officer. He also manages the Commercial Real Estate Lending
Department.
Bruce J. Thielen, age 39, started with the Bank eight 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.
Paul L. Thomas, age 32, 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, 1999, with
compensation of $100,000 or more.
<TABLE>
<CAPTION>
STOCK ALL OTHER
NAME AND PRINCIPAL FISCAL SALARY BONUS OPTIONS COMP.
POSITION WITH BANK YEAR $ $ (NUMBER) $(1)
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
DAVID H. HANCOCK 1999 178,846 175,500 -- 5,000
Board Chairman, CEO and Director of 1998 175,000 175,600 -- 5,000
North American & Nor-Am Service Corp. 1997 175,000 100,500 -- 4,750
WALTER W. PINNELL 1999 141,154 40,500 -- 4,344
President and Director of North American 1998 135,019 70,600 -- 5,290
& Nor-Am Service Corp. 1997 135,000 38,000 -- 4,050
BRUCE J. THIELEN 1999 92,500 100,000 -- 5,000
Senior Vice President of Residential 1998 92,500 77,500 -- 4,750
Lending 1997 92,500 67,500 5,000 3,257
BRAD LEE 1999 77,346 50,500 -- 3,835
Senior Vice President of 1998 71,067 38,100 -- 3,015
Construction Lending
PAUL L. THOMAS 1999 64,338 40,500 -- 3,145
Vice President and Corporate Secretary
</TABLE>
Cash compensation for the fiscal year ended September 30, 1999,
totaled $1,226,381 for all eight executive officers as a group.
- -----------------------
(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
1999 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.
- -----------------------
Option Grants During the Fiscal Year Ended September 30, 1999, 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, 1999.
5
<PAGE>
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, 1999, and
the number and value of unexercised options held by such executive
officers at the fiscal year-end.
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
SHARES NUMBER OF UNEXERCISED IN-THE MONEY OPTIONS AT
ACQUIRED VALUE OPTIONS AT FISCAL YEAR-END FISCAL YEAR-END (2)
----------------------------- --------------------------
NAME ON EXERCISE REALIZED(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------------------------------------------------------------------------------------------------
<S> <S> <S> <S> <S> <S> <S>
David H. Hancock -- -- 189,050 74,750 $743,520 $264,908
Walter W. Pinnell 100,000 $993,750 -- -- -- --
Bruce J. Thielen -- -- 8,000 12,000 $ 11,250 $ 16,875
Brad Lee -- -- 8,000 4,000 $ 20,442 $ 7,923
Paul L. Thomas -- -- -- -- -- --
</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.
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 1.64%
and its return on equity ("ROE") of 17.24% during the year ended
September 30, 1999, decreased from the prior year's ROA of 1.85% and its
prior year's ROE of 21.06%, due primarily to an increase in average
assets and average equity. By comparison, the Howe Barnes Investment,
Inc.'s Quarterly Bank and Thrift Report for September 1999 reported an
average ROA of 0.79% and an average ROE of 8.00% for publicly traded
thrift institutions within the Company's peer group. Median ratios for
the same peer group were 0.72% ROA and 8.85% ROE. NASB's net interest
income as a percent of assets was 3.9%, compared to 3.3% for the peer
group. Based on the 1999 Bank Executive Compensation Survey from
Sheshunoff, the compensation of the Chief Executive Officer and the
President for the year ended September 30, 1999, were approximately in
the 50th percentile of the Company's peer group.
6
<PAGE>
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, 1994, 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, 1994, in
common stock of the Bank in the indexes.
NASB, NASDAQ Stock Market (U.S. Companies) and NASDAQ
<TABLE>
<CAPTION>
INDEX 9/30/94 9/30/95 9/30/96 9/30/97 9/30/98 9/30/99
- -------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
NASB Financial, Inc. $ 100 $ 140 $ 153 $ 257 $ 257 $ 221
NASDAQ (U.S.) $ 100 $ 137 $ 161 $ 221 $ 222 $ 359
NASDAQ Financial Stocks $ 100 $ 125 $ 149 $ 245 $ 224 $ 218
</TABLE>
Benefits
Retirement Plan
During the fiscal year ended September 30, 1999, 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 an employee may elect to
contribute from 1% to 15% of annual salary on a pre-tax basis and the
Bank 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 the Bank. Benefits under the Plan are determined by the
contributions of the Bank 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, 1999,
were: David Hancock, $5,000; Walter W. Pinnell, $4,344; Bruce J.
Thielen, $5,000,
7
<PAGE>
Brad Lee, $3,835; Paul L. Thomas, $3,145; and for all executive officers
as a group were $28,713. Total accrued contributions by the bank are:
David Hancock, $39,244; Walter W. Pinnell, $22,209; Bruce J. Thielen,
$22,331, Brad Lee, $6,851; Paul L. Thomas, $3,145.
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 931,592 shares of Common
Stock (adjusted to reflect subsequent stock dividends and stock split
less those exercised) may be granted to officers and employees of the
Bank and its subsidiaries. As of September 30, 1999, 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, 1999, there were no new stock
option agreements issued and no options were forfeited. As of September
30, 1999, outstanding options may be exercised as follows:
<TABLE>
<CAPTION>
First Exercise Date Number of Shares Exercise Price
- ------------------------------------------------------------------
<S> <C> <C>
IMMEDIATE 12,000 $2.25
IMMEDIATE 4,000 $5.63
IMMEDIATE 123,078 $5.88
IMMEDIATE 6,400 $7.53
IMMEDIATE 4,800 $7.63
IMMEDIATE 73,172 $7.50
IMMEDIATE 20,800 $8.97
---------
Sub-total of shares
immediately exercisable 244,250
January 21, 2000 10,400 $8.97
January 23, 2000 1,600 $7.63
June 12, 2000 2,400 $7.50
June 13, 2000 21,990 $7.50
June 25, 2000 30,770 $5.88
September 26, 2000 1,600 $7.53
January 21, 2001 10,400 $8.97
January 23, 2001 1,600 $7.63
June 12, 2001 2,400 $7.50
June 13, 2001 21,990 $7.50
January 21, 2002 10,400 $8.97
---------
TOTAL 359,800
=========
As of September 30, 1999, 352,776 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 307,800 shares.
8
<PAGE>
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, 1999, 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 1999 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, 1999, all Section 16(a) filing requirements
applicable to its officers, directors and greater than 10% beneficial
owners were met.
PROPOSAL 2: 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, 2000. 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 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.
9
<PAGE>
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, 2000. 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 30, 1999
10
<PAGE>
NASB FINANCIAL, INC.
12498 South 71 Highway - Grandview, Missouri 64030
REVOCABLE PROXY
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD JANUARY 25,
2000, 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 25, 2000, and at
any and all adjournments thereof, as follows:
1. Election of Directors:
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY to vote for
all nominees listed below
If you wish to vote cumulatively:
FOR: WITHHOLD AUTHORITY:
[ ]Frederick V. Arbanas [ ]Frederick V. Arbanas
[ ]W. Russell Welsh [ ]W. Russell Welsh
2. 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, 2000.
[ ]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 AND 2, 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: ___________________, 2000
_______________________
_______________________
Signature(s)
Please sign as name(s) appear(s) to the left, indicating official
position or representative capacity where applicable. Show address
changes.
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