UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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 Section 240.14a-12
NASB FINANCIAL, INC.
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(Name of Registrant as Specified in its Charter)
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(Name(s) 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:
-------------------------------
(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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[ ] 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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(3) Filing Party:________________
(4) Date Filed:_________________
<PAGE>
(LOGO)
December 29, 2000
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 23,
2001, at 8:30 a.m. Central Standard Time, in the lobby of our Grandview branch
office located at 12498 South 71 Highway, 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,
2000, 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 23, 2001
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of NASB
Financial, Inc. will be held at the North American Savings Bank, Grandview
branch office located at 12498 South 71 Highway, Grandview, Missouri, on
Tuesday, January 23, 2001, at 8:30 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, 2001; 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, 2000, 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.
Rhonda Nyhus
Vice President & Secretary
December 29, 2000
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 23, 2001
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, Grandview branch office located at 12498 South 71 Highway, Grandview,
Missouri on Tuesday, January 23, 2001, at 8:30 a.m. The Annual Report to
stockholders for fiscal year 2000, including consolidated financial statements
for the fiscal year ended September 30, 2000, accompanies this statement. The
Company is required to file an Annual Report and Form 10-K for its fiscal year
ended September 30, 2000, 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 29, 2000.
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, 2000, 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 8,500,249.
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.
<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, 2000.
<TABLE>
<CAPTION>
Name and Address of Amount and Nature of
Title of Class Beneficial Owner Ownership Percent of Class (2)
-------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Stock David H. Hancock 4,331,601 51.0%
12498 South 71 Highway shares total (1)
Grandview, MO 64030
Common Stock Michael G. Dunn 915,536 10.8%
47 E. Canzo Dr. shares total
Sea Island, GA 31561
------------------------------
</TABLE>
(1) 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.
(2) The calculation of percent of class is based on the number of shares of
Common Stock outstanding as of November 30, 2000, excluding shares held by the
Company as treasury stock.
------------------------------
As of November 30, 2000, all executive officers and directors as a group
owned 4,603,008 shares of NASB's Common Stock and have options to acquire an
additional 60,000 shares for a total of 4,663,008, or 54.9%.
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 2004
Annual Meeting; or until their successors are elected and qualified to serve.
The two nominees are David H. Hancock and Linda S. Hancock.
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 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
<PAGE>
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, 2000, 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
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<S> <C> <C> <C> <C>
Nominees - Three year terms expiring in 2004
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David H. Hancock 55 1990 4,331,601 shares 51.0%
Board Chairman and Chief Executive Officer of North (4,048,819 directly and
American Savings Bank since 1990. Also serves as Board 282,782 indirectly) (1)
Chairman of Nor-Am Service Corporation, a wholly owned
subsidiary of North American.
Linda S. Hancock 50 1995 4,331,601 shares 51.0%
Owner of Linda Smith Hancock Interiors since 1974. (282,782 directly and
4,048,819 indirectly) (2)
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Directors whose terms expire in 2003
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Frederick V. Arbanas 61 1974 4,268 shares --
President and Owner of Fred Arbanas, Inc., Advertising (directly)
Agency, Grandview, Missouri since 1969.
W. Russell Welsh 51 1997 17,500 shares (directly) 0.2%
Managing Partner for the law firm of Polsinelli, Shalton
& Welte.
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
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Directors whose terms expire in 2002
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Barrett Brady 54 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.
<PAGE>
Walter W. Pinnell 53 1994 141,648 shares 1.7%
President of North American Savings Bank and Nor-Am (127,048 directly and
Service Corporation, a wholly owned subsidiary, since 14,600 indirectly)
1993. EVP of Metcalf State Bank from 1992-1993.
President of American Bank from 1990-1992.
James A. Watson 53 1993 27,500 shares 0.3%
Executive Vice President of North American Savings (26,100 directly and 1,400
Bank. From 1990 to 1992, he served as Senior Vice indirectly) (3)
President of North American, and as Vice President from
1984-1992.
</TABLE>
---------------------------
(1) 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.
(2) Includes 4,048,819 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.
(3) 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.
----------------------------
The Board of Directors held 12 regular meetings during the fiscal year
ended September 30, 2000. 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 2000. The audit committee
is comprised of Frederick V. Arbanas, Barrett Brady, and Walter W. Pinnell.
In 1999, the SEC, the New York Stock Exchange ("NYSE"), the National
Association of Securities Dealers ("NASD"), and the American Institute of
Certified Public Accountants ("AICPA") partnered to establish a Blue Ribbon
Committee on Improving the Effectiveness of Corporate Audit Committees. The Blue
Ribbon Committee's report, which was issued and adopted in February 1999, set
forth new requirements designed to strengthen the effectiveness of audit
committees of publicly traded companies. In meeting these new requirements,
NASB's audit committee adopted an Audit Committee Charter on June 1, 2000, which
is set forth below:
AUDIT COMMITTEE CHARTER - NASB FINANCIAL, INC.
Role and Independence. The Audit Committee of the Board of Directors will assist
the Board in fulfilling its responsibility for the oversight of the quality and
integrity of the accounting, auditing, and reporting practices of the Company
and other such duties as directed by the Board. The members of the Audit
Committee shall consist of at least three directors who are generally
knowledgeable in financial and auditing matters, including at least one member
with accounting or related financial management expertise. Each member shall be
free of any relationship that, in the opinion of the Board, would interfere with
his or her individual exercise of independent judgment, and shall meet the
director independence requirements for serving on an audit committee in
accordance with Rule 4200 and Rule 4310(B)(i), (including the independence
exclusion for one member set forth in Rule 4310(B)(ii)) of the corporate
governance standards of the NASDAQ. The Audit Committee is expected to maintain
free and open communication with the Independent Audit Firm, the Internal Audit
Manager, and the management of the Company. In discharging this role of
oversight, the Audit Committee is empowered to investigate any matter brought to
its attention, with full power to retain outside advice for this purpose.
The Board of Directors shall appoint one member of the Audit Committee as
the Chairman. He or she shall be responsible for leadership of the Committee,
including presiding over the meetings, making Committee assignments, and
reporting to the Board of Directors. The Chairman will also maintain regular
liaison with the CEO, CFO, the Internal Audit Manager, and the Partner of the
Independent Audit Firm.
<PAGE>
Responsibilities. In carrying out its responsibilities, the Audit Committee
believes its policies and procedures should remain flexible, in order to best
react to changing conditions and to ensure to the directors and stockholders
that the Company's accounting and reporting practices are in accordance with all
requirements and properly safeguard the Company's assets. Specifically, the
Audit Committee will:
Review and recommend to the Board the Independent Audit Firm to be selected or
retained to audit the consolidated financial statements of the Company. In doing
so, the Committee will request from the Audit Firm a written affirmation that
they are, in-fact, independent. The Committee shall discuss any relationships
that may impact the Audit Firm's independence and recommend to the Board any
actions necessary to oversee such Audit Firm independence.
Communicate with the Independent Audit Firm and management to review the scope
and procedures of the proposed audit each year. Review audit reports at the
conclusion of each audit and take action on any comments or recommendations
presented by the Independent Audit Firm.
Review with the Independent Auditors, the Internal Audit Manager, and
management, the adequacy and effectiveness of the Company's accounting and
financial controls. The Committee will elicit any recommendations for
improvements to such internal control procedures and monitor areas where new or
more detailed control procedures are warranted. Further, the Committee should
periodically review policy statements of the Company and monitor the Company's
compliance with those policies.
Monitor the Internal Audit function of the Company including the independence
and authority of its reporting obligations, proposed audit plans for each coming
year, and the coordination of such plans with the Independent Audit Firm.
Receive prior to each meeting, a summary of findings from completed internal
audits, a progress report on audits in-progress, and an explanation for any
deviation from the original audit plan.
Review the financial statements, disclosures, and content contained in the
annual report and 10-K with the Independent Auditors. Discuss any
dissatisfactions or areas of concern raised by the Independent Auditors. Any
changes or proposed changes to accounting policies or principles should also be
reviewed at this time.
Providing the Independent Audit Firm with full access to the Committee and/or
the Board on a quarterly basis (without management present, if necessary) to
discuss any and all matters of present or future concern.
Submit the minutes of all Audit Committee meetings to the Board.
Investigate any matters brought to its attention within the scope of its duties,
with the power to retail outside counsel, if appropriate.
Audit Committee Report
In accordance with the written charter adopted by the Board of Directors,
the Audit Committee of the Board (the "Committee") assists the Board in
fulfilling its responsibilities for oversight of the quality and integrity of
the accounting, auditing and financial reporting practices of the Company.
During fiscal 2000, the Committee met four times, and the Committee chair, as
representative of the Committee, discussed the interim financial information
contained in each quarterly earnings announcement with the CFO and independent
auditors prior to public release.
In discharging its oversight responsibility as to the audit process, the
Audit Committee obtained from the independent auditors a formal written
statement describing all relationships between the auditors and the Company that
might bear on the auditors' independence consistent with Independence Standards
Board Standard No. 1, "Independence Discussion with Audit Committees," discussed
with the auditors any relationships that may impact their objectivity and
independence and satisfied itself as to the auditors' independence. The
Committee also discussed with management, the internal auditors and the
independent auditors the quality and adequacy of the Company's internal controls
and the internal audit function's organization, responsibilities, budget and
staffing. The Committee reviewed with both the independent and the internal
auditors their audit plans, audit scope, and identification of audit risks.
The Committee discussed and reviewed with the independent auditors all
communications required by generally accepted auditing standards, including
those described in Statement on Auditing Standards No. 61, as amended,
<PAGE>
"Communication with Audit Committees" and, with and without management present,
discussed and reviewed the results of the independent auditors' examination of
the financial statements. The Committee also discussed the results of the
internal audit examinations.
The Committee reviewed the audited financial statements of the Company as
of and for the fiscal year ended September 30, 2000, with management and the
independent auditors. Management has the responsibility for the preparation of
the Company's consolidated financial statements and the independent auditors
have the responsibility for the examination of those statements.
Based on the above mentioned review and discussions with management and the
independent auditors, the Committee recommended to the Board that the Company's
audited financial statements be included in its Annual Report on Form 10-K for
the fiscal year ended September 30, 2000, for filing with the Securities and
Exchange Commission. The Committee also recommended the reappointment, subject
to shareholder approval, of Deloitte and Touche as the Company's independent
auditors for the fiscal year ended September 30, 2001, and the board concurred
with that recommendation.
November 28, 2000 Barry Brady, Audit Committee Chairman
Frederick V. Arbanas
Walter W. Pinnell
Walter W. Pinnell is the only member of the Audit Committee that is a
non-independent director as defined in Rule 4200 because he is an employee of
the Company's subsidiary, but not an employee of the Company itself. However,
because Mr. Pinnell he has more that thirty years of experience in the banking
industry, a high degree of financial literacy, and substantial knowledge of the
Company's internal control structure, the Board determined that his appointment
to the audit committee was in the Company's best interest.
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, 2000, 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.
Keith B. Cox, age 39, has been with the Bank for seventeen 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 46, has served as a Sr. Vice President in Construction
Lending with the Bank for five years. His seventeen 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 41, has worked for the Bank for fifteen years, first
as Investment Officer, and now as Sr. Vice President/Chief Investment Officer.
Bruce J. Thielen, age 40, started with the Bank nine 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.
Joe O'Flaherty, age 36, started with the Bank in June 1995. He is presently
serving as Senior Vice President in charge of the Residential Portfolio Loan
Department. He has 12 years experience in the mortgage industry and previously
he held the position of Vice President with Charles F. Curry Company Mortgage
Bankers.
Rhonda Nyhus, age 35, is the Bank's Vice President and Controller. She also
serves as the Bank's Corporate Secretary. From February 1995 to August 1997, she
worked as Internal Audit Manager for the Bank. Prior to that time, she had six
years of experience with the accounting firm of Grant Thornton.
<PAGE>
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, 2000, 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 2000 207,692 100,500 -- 5,250
Board Chairman, CEO and Director of North American & 1999 178,846 175,500 -- 5,000
Nor-Am Service Corp. 1998 175,000 105,600 -- 5,000
Walter W. Pinnell 2000 181,731 40,500 -- 5,894
President and Director of North American & Nor-Am 1999 141,154 40,500 -- 4,344
Service Corp. 1998 135,019 70,600 -- 5,290
Bruce J. Thielen 2000 96,266 154,500 -- 6,312
Senior Vice President of Residential Lending 1999 92,500 100,000 -- 5,000
1998 92,500 77,500 -- 4,750
Brad Lee 2000 93,077 50,500 -- 4,307
Senior Vice President of Construction Lending 1999 77,346 50,500 -- 3,835
1998 71,067 38,100 -- 3,015
Joe O'Flaherty 2000 74,277 140,000 -- 6,428
Senior Vice President of Residential Lending
</TABLE>
Cash compensation for the fiscal year ended September 30, 2000, totaled
$1,606,043 for all nine 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 2000 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, 2000, 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, 2000.
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, 2000, 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 153,848 807,702 87,962 21,990 $ 659,712 $ 164,928
Walter W. Pinnell -- -- -- -- -- --
Bruce J. Thielen -- -- 12,000 8,000 $ 72,375 $ 48,250
Brad Lee -- -- 10,400 1,600 $ 74,215 $ 9,650
Joe O'Flaherty -- -- 12,000 4,000 $ 86,475 $ 27,650
</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.
-------------------------
<PAGE>
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 1.63% during
the year ended September 30, 2000, decreased slightly from the prior year's ROA
of 1.65%, while its return on equity ("ROE") increased to 18.12% from the prior
year's ROE of 17.35%. By comparison, the 1999 Fact Book published by the Office
of Thrift Supervision for the calendar year ended 1999 reported an average ROA
of 0.98% and an average ROE of 12.18% for all 1,103 thrift institutions. Based
on the 2000 Bank Executive Compensation Survey from Sheshunoff, the compensation
of the Chief Executive Officer and the President for the year ended September
30, 2000, 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, 1995, 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, 1995, in common stock of the Bank in the indexes.
NASB, NASDAQ Stock Market (U.S. Companies) and NASDAQ
<TABLE>
<CAPTION>
INDEX 9/30/95 9/30/96 9/30/97 9/30/98 9/30/99 9/30/00
--------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
NASB Financial, Inc. $100 $109 $183 $183 $156 $220
NASDAQ (U.S.) $100 $118 $162 $162 $263 $352
NASDAQ Financial Institutions $100 $119 $196 $179 $174 $184
</TABLE>
<PAGE>
Benefits
Retirement Plan
During the fiscal year ended September 30, 2000, 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, 2000, were: David Hancock,
$5,250; Walter W. Pinnell, $5,894; Bruce J. Thielen, $6,313, Brad Lee, $4,307;
Joe O'Flaherty, $6,428; and for all executive officers as a group were $44,005.
Total accrued contributions by the bank are: David Hancock, $44,495; Walter W.
Pinnell, $28,103; Bruce J. Thielen, $28,644, Brad Lee, $11,158; Joe O'Flaherty,
$19,029.
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, 2000, the
time frame for issuing new Option Agreements under this Stock Option Plan 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.
<PAGE>
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, 2000, there were no new stock option
agreements issued and no options were forfeited. As of September 30, 2000,
outstanding options may be exercised as follows:
<TABLE>
<CAPTION>
Number of Exercise
First Exercise Date Shares Price
----------------------------------------- ---------------- --------------
<S> <C> <C>
IMMEDIATE 12,000 $2.25
IMMEDIATE 4,000 $5.63
IMMEDIATE 8,000 $7.53
IMMEDIATE 6,400 $7.63
IMMEDIATE 97,562 $7.50
IMMEDIATE 31,200 $8.97
----------------
Sub-total of shares immediately exercisable 159,162
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 205,952
================
</TABLE>
As of September 30, 2000, 506,624 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 60,000 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 collectability or present other unfavorable features. NASB no
longer makes portfolio loans to executive officers and directors.
As of September 30, 2000, 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 2000 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.
<PAGE>
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, 2000,
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, 2001. 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.
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, 2001. 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
Rhonda Nyhus
Vice President & Secretary
Grandview, Missouri
Dated: December 29, 2000
<PAGE>
NASB FINANCIAL, INC.
12498 South 71 Highway - Grandview, Missouri 64030
REVOCABLE PROXY
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD JANUARY 23, 2001,
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby appoints Keith B. Cox and Rhonda Nyhus 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 in the lobby of the Grandview
Office, 12498 South 71 Highway, Grandview, Missouri, on January 23, 2001, at
8:30 a.m. 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
A. If you wish to vote cumulatively:
--------------------------------
FOR: WITHHOLD AUTHORITY:
_____ David H. Hancock _____ David H. Hancock
_____ Linda S. Hancock _____ Linda S. Hancock
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, 2001.
[ ] 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:___________________________________, 2001
Month Day
_________________________________________
_________________________________________
Signature(s)
Please sign as name(s) appear(s) to the left, indicating official position or
representative capacity where applicable. Show address changes.
