<PAGE>
SCHEDULE 14-A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] 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 (S) 240.14a-11(c) or (S) 240.14a-12
PFSB Bancorp, Inc.
--------------------------
(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
N/A
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(2) Aggregate number of securities to which transaction applies:
N/A
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
N/A
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(4) Proposed maximum aggregate value of transaction:
N/A
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(5) Total fee paid:
N/A
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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:
N/A
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(2) Form, Schedule or Registration Statement No.:
N/A
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(3) Filing Party:
N/A
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(4) Date Filed:
N/A
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<PAGE>
December 11, 2000
Dear Stockholder:
You are cordially invited to attend the annual meeting of stockholders of
PFSB Bancorp, Inc. We will hold the meeting at the main office of Palmyra
Savings, 123 West Lafayette Street, Palmyra, Missouri on Thursday, January 25,
2001 at 2:00 p.m., local time.
The notice of annual meeting and proxy statement appearing on the following
pages describe the formal business to be transacted at the meeting. During the
meeting, we will also report on the operations of the Company. Directors and
officers of the Company, as well as a representative of Moore, Horton & Carlson,
P.C., the Company's independent auditors, will be present to respond to
appropriate questions of stockholders.
It is important that your shares are represented at this meeting, whether
or not you attend the meeting in person and regardless of the number of shares
you own. To make sure your shares are represented, we urge you to complete and
mail the enclosed proxy card. If you attend the meeting, you may vote in person
even if you have previously mailed a proxy card.
We look forward to seeing you at the meeting.
Sincerely,
/s/ Eldon R. Mette
Eldon R. Mette
President and Chief Executive Officer
<PAGE>
PFSB BANCORP, INC.
123 West Lafayette Street
Palmyra, Missouri 63461
(573) 769-2134
Notice of Annual Meeting of Stockholders
On Thursday, January 25, 2001, PFSB Bancorp, Inc. (the "Company") will hold
its annual meeting of stockholders at the main office of Palmyra Savings, 123
West Lafayette Street, Palmyra, Missouri. The meeting will begin at 2:00 p.m.,
local time. At the meeting stockholders will consider and act on the following:
1. The election of two directors to serve for a term of three years;
2. The ratification of the appointment of Moore, Horton & Carlson, P.C. as
independent auditors for the Company for the fiscal year ending
September 30, 2001; and
3. Such other business that may properly come before the meeting.
NOTE: The Board of Directors is not aware of any other business to come
before the meeting.
Only stockholders of record at the close of business on December 1, 2000
are entitled to receive notice of the meeting and to vote at the meeting and any
adjournment or postponement of the meeting.
Please complete and sign the enclosed form of proxy, which is solicited by
the Board of Directors, and mail it promptly in the enclosed envelope. The proxy
will not be used if you attend the meeting and vote in person.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Ronald L. Nelson
Ronald L. Nelson
Corporate Secretary
Palmyra, Missouri
December 11, 2000
IMPORTANT: The prompt return of proxies will save the Company the expense of
further requests for proxies in order to ensure a quorum. A self-addressed
envelope is enclosed for your convenience. No postage is required if mailed in
the United States.
<PAGE>
PFSB BANCORP, INC.
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PROXY STATEMENT
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This proxy statement is furnished in connection with the solicitation of
proxies by the Board of Directors of PFSB Bancorp, Inc. ("PFSB Bancorp" or the
"Company") to be used at the annual meeting of stockholders of the Company. The
Company is the holding company for Palmyra Savings. The annual meeting will be
held at the main office of Palmyra Savings, 123 West Lafayette Street, Palmyra,
Missouri on Thursday, January 25, 2001 at 2:00 p.m., local time. This proxy
statement and the enclosed proxy card are being first mailed to stockholders of
record on or about December 11, 2000.
Voting and Proxy Procedure
Who Can Vote at the Meeting
You are entitled to vote your PFSB Bancorp common stock if the records of
the Company show that you held your shares as of the close of business on
December 1, 2000. As of the close of business on that date, a total of 451,457
shares of PFSB Bancorp common stock were outstanding. Each share of common stock
has one vote. The Company's Articles of Incorporation provide that record
holders of the Company's common stock who beneficially own, either directly or
indirectly, in excess of 10% of the Company's outstanding shares are not
entitled to any vote in respect of the shares held in excess of the 10% limit.
Attending the Meeting
If you are a beneficial owner of PFSB Bancorp common stock held by a
broker, bank or other nominee (i.e., in "street name"), you will need proof of
ownership to be admitted to the meeting. A recent brokerage statement or letter
from a bank or broker are examples of proof of ownership. If you want to vote
your shares of PFSB Bancorp common stock held in street name in person at the
meeting, you will have to get a written proxy in your name from the broker, bank
or other nominee who holds your shares.
Vote Required
The annual meeting will be held only if there is a quorum. A quorum exists
if a majority of the outstanding shares of common stock entitled to vote is
represented at the meeting. If you return valid proxy instructions or attend the
meeting in person, your shares will be counted for purposes of determining
whether there is a quorum, even if you abstain from voting. Broker non-votes
also will be counted for purposes for determining the existence of a quorum. A
broker non-vote occurs when a broker, bank or other nominee holding shares for a
beneficial owner does not vote on a particular proposal because the nominee does
not have discretionary voting power with respect to that item and has not
received voting instructions from the beneficial owner.
In voting on the election of directors, you may vote in favor of all
nominees, withhold votes as to all nominees, or withhold votes as to specific
nominees. There is no cumulative voting for the election of directors. Directors
must be elected by a plurality of the votes cast at the annual meeting. This
means that the nominees receiving the greatest number of votes will be elected.
Votes that are withheld and broker non-votes will have no effect on the outcome
of the election. In voting on the ratification of the appointment of Moore,
Horton & Carlson, P.C. as independent auditors, you may vote in favor of the
proposal, vote against
<PAGE>
the proposal or abstain from voting. This matter will be decided by the
affirmative vote of a majority of the shares entitled to vote and represented in
person or by proxy at the annual meeting. On this matter, abstentions will have
the effect of a vote against the proposal and broker non-votes will have no
effect on the voting.
Voting by Proxy
The Board of Directors of PFSB Bancorp is sending you this proxy statement
for the purpose of requesting that you allow your shares of PFSB Bancorp common
stock to be represented at the annual meeting by the persons named in the
enclosed proxy card. All shares of PFSB Bancorp common stock represented at the
annual meeting by properly executed and dated proxies will be voted according to
the instructions indicated on the proxy card. If you sign, date and return a
proxy card without giving voting instructions, your shares will be voted as
recommended by the Company's Board of Directors. The Board of Directors
recommends a vote FOR each of the nominees for director and FOR ratification of
Moore, Horton & Carlson, P.C. as independent auditors.
If any matters not described in this proxy statement are properly presented
at the annual meeting, the persons named in the proxy card will use their own
judgment to determine how to vote your shares. This includes a motion to adjourn
or postpone the annual meeting in order to solicit additional proxies. If the
annual meeting is postponed or adjourned, your PFSB Bancorp common stock may be
voted by the persons named in the proxy card on the new annual meeting date as
well, unless you have revoked your proxy. The Company does not know of any other
matters to be presented at the annual meeting.
You may revoke your proxy at any time before the vote is taken at the
meeting. To revoke your proxy you must either advise the Secretary of the
Company in writing before your common stock has been voted at the annual
meeting, deliver a later dated proxy, or attend the meeting and vote your shares
in person. Attendance at the annual meeting will not in itself constitute
revocation of your proxy.
If your PFSB Bancorp common stock is held in street name, you will receive
instructions from your broker, bank or other nominee that you must follow in
order to have your shares voted. Your broker or bank may allow you to deliver
your voting instructions via the telephone or the Internet. Please see the
instruction form provided by your broker, bank or other nominee that accompanies
this proxy statement.
Participants in Palmyra Saving's ESOP or 401(k) Plan
If you participate in the Palmyra Savings Employee Stock Ownership Plan
("ESOP") or if you hold shares through Palmyra Savings' 401(k) Plan, you will
have received with this proxy statement a voting instruction form for each plan
that reflects all shares you may vote under the plans. Under the terms of the
ESOP, all shares held by the ESOP are voted by the ESOP trustee, but each
participant in the ESOP may direct the trustee how to vote the shares of Company
common stock allocated to his or her account. Unallocated shares of common stock
held by the ESOP and allocated shares for which no timely voting instructions
are received will be voted by the ESOP trustees in the same proportion as shares
for which the trustees have received voting instructions, subject to the
exercise of their fiduciary duties. Under the terms of the 401(k) Plan, a
participant is entitled to direct the trustee as to the shares in the PFSB
Bancorp, Inc. Stock Fund credited to his or her account. The trustee will vote
all shares for which no directions are given or for which timely instructions
were not received in the same proportion as shares for which the trustee
received voting instructions. The deadline for returning your voting
instructions to each plan's trustee is January 18, 2001.
2
<PAGE>
Stock Ownership
The following table provides information as of December 1, 2000 about the
persons known to the Company to be the beneficial owners of more than 5% of the
Company's outstanding common stock. A person may be considered to beneficially
own any shares of common stock over which he or she has, directly or indirectly,
sole or shared voting or investing power.
Percent of
Number of Common Stock
Name and Address Shares Owned Outstanding
-------------------- ---------------- -----------
Palmyra Savings 44,720/(1)/ 9.91%
Employee Stock Ownership Plan
123 West Lafayette Street
Palmyra, Missouri 63461
Zalmen Fishman 30,200/(2)/ 6.69%
208 5/th/ Street
Lakewood, N.J. 08701
____________________
(1) Under the terms of the ESOP, the trustees will vote unallocated shares and
allocated shares for which no timely voting instructions are received in the
same proportion as shares for which the trustees have received voting
instructions from participants. As of December 1, 2000, 3,354 shares have
been allocated to participants' accounts. The trustees of the ESOP are L.
Edward Schaeffer, Eldon R. Mette and Ronald L. Nelson.
(2) Based on information in a Schedule 13D filed on February 29, 2000 with the
Securities and Exchange Commission.
The following table provides information as of December 1, 2000 about the
shares of Company common stock that may be considered to be beneficially owned
by each director or nominee for director and by all directors and executive
officers of the Company as a group. Unless otherwise indicated, each of the
named individuals has sole voting power and sole investment power with respect
to the number of shares shown.
Number of Percent of Common
Name Shares Owned Stock Outstanding
---------------------------------- ----------------- -------------------
L.Edward Schaeffer 5,782/(1)(2)/ 1.28
Glen J. Maddox 5,782/(2)/ 1.28
Eldon R. Mette 9,373/(2)(3)/ 2.08
Albert E. Davis 10,782/(2)(4)/ 2.39
Robert M. Dearing 4,782/(2)/ 1.06
James D. Lovegreen 4,782/(2)/ 1.06
Donald L. Slavin 8,282/(2)(5)/ 1.83
All directors and executive officers 56,596 12.54
as a group (8 persons)
_______________________________
*Less than 1% of shares outstanding.
(1) Includes 1,000 shares owned by Mr. Schaeffer's spouse. Does not include
44,720 shares held by Palmyra Savings' ESOP, for which Mr. Schaeffer serves
as a trustee.
(2) Includes 782 shares of unvested restricted stock awarded to each of Messrs.
Schaeffer, Maddox, Davis, Dearing, Lovegreen and Slavin, and 3,801 shares of
unvested restricted stock awarded to Mr. Mette. Each participant has voting
but not investment power as to the shares of unvested restricted stock.
(3) Includes 25 shares owned by Mr. Mette's son. Does not include 44,720 shares
held by Palmyra Savings' ESOP, for which Mr. Mette serves as a trustee.
3
<PAGE>
(4) Includes 3,000 shares owned by Mr. Davis' spouse.
(5) Includes 3,750 shares owned by Mr. Slavin's spouse.
Proposal 1 -- Election of Directors
The Company's Board of Directors consists of seven members. Six directors
are independent and one is a member of management. The Board is divided into
three classes with three-year staggered terms, with approximately one-third of
the directors elected each year. The Board of Directors' nominees for election
this year, to serve for a three-year term, or until their respective successors
have been elected and qualified, are Robert M. Dearing and L. Edward Schaeffer,
both of whom are currently directors of the Company and Palmyra Savings.
It is intended that the proxies solicited by the Board of Directors will be
voted for the election of the nominees named above. If any nominee is unable to
serve, the persons named in the proxy card would vote your shares to approve the
election of any substitute proposed by the Board of Directors. Alternatively,
the Board of Directors may adopt a resolution to reduce the size of the Board.
At this time, the Board of Directors knows of no reason why any nominee might be
unable to serve.
The Board of Directors recommends a vote "FOR" the election of all of the
nominees.
Information regarding the Board of Directors' nominees and the directors
continuing in office is provided below. Unless otherwise stated, each nominee
has held his current occupation for the last five years. The age indicated in
each nominee's biography is as of September 30, 2000. The indicated period for
service as a director includes service as a director of Palmyra Savings.
Nominees for Election of Director
Robert M. Dearing is a farmer and stockman. Age 51. Director since 1977.
L. Edward Schaeffer is a blacksmith. Age 70. Director since 1964.
Directors Continuing in Office
The following directors have terms ending in 2002:
Glenn J. Maddox is a retired supermarket proprietor. Age 74. Director since
1978.
Albert E. Davis is a retired manufacturing firm executive. Age 64. Director
since 1990.
The following directors have terms ending in 2003:
James D. Lovegreen owns an automobile dealership. Age 68. Director since
1971.
Eldon R. Mette has been employed with Palmyra Savings since 1969. Before
becoming President of the Bank in January 1999, he served as Executive Vice
President since September 1969. Age 64. Director since 1988.
Donald L. Slavin is a retired Chief Engineer of an electric utility. Age
74. Director since 1962.
4
<PAGE>
Meetings and Committees of the Board of Directors
The Company and Palmyra Savings conduct business through meetings and
activities of their Boards of Directors and their committees. During the fiscal
year ended September 30, 2000, the Board of Directors of the Company held 10
meetings and the Board of Directors of the Bank held 24 meetings. No director
attended fewer than 75% of the total meetings of the Boards of Directors and
committees on which such director served.
The Audit Committee, consisting of the entire Board of Directors, receives
and reviews all reports prepared by the Company's independent auditors. The
Audit Committee met once during the fiscal year ended September 30, 2000.
The Compensation Committee, consisting of the entire Board of Directors, is
responsible for setting the salaries of all employees. The Compensation
Committee met once during the fiscal year ended September 30, 2000.
The Nominating Committee, consisting of the entire Board of Directors,
considers and recommends the nominees for director to stand for election at the
Company's annual meeting of shareholders. The Nominating Committee met once
during the fiscal year ended September 30, 2000. The Company's bylaws provide
for shareholder nominations of directors. See "Stockholder Proposals and
Nominations."
Directors' Compensation
Directors of Palmyra Savings, other than the Chairman of the Board, receive
a monthly fee of $265 plus $225 per meeting attended. The Chairman of the Board
receives a monthly fee of $265 plus $235 per meeting attended. No separate fees
are paid for service on the Company's Board of Directors.
During the fiscal year ended September 30, 2000, each non-employee director
received options to acquire 1,864 shares of PFSB Bancorp common stock and 782
shares of restricted stock. The stock options and the restricted stock vest in
three and five equal annual installments, respectively, beginning April 6, 2001.
5
<PAGE>
Executive Compensation
Summary Compensation Table
The following information is furnished for Mr. Mette. No other executive
officer of Palmyra Savings or PFSB Bancorp received salary and bonus of $100,000
or more during the year ended September 30, 2000.
<TABLE>
<CAPTION>
Long-Term Compensation
-------------------------------
Annual Compensation Awards
-------------------------------------- -------------------------------
Other Restricted Securities
Annual Stock Underlying All Other
Name and Principal Fiscal Salary Bonus Compensation Awards Options Compensation
Positions Year ($) ($) ($)(2) ($) (#) ($)
--------------------------------- ------ ------------- ------- -------------- ------------ ----------- --------------
<S> <C> <C> <C> <C> <C> <C> <C>
Eldon R. Mette 2000 $88,974/(1)/ $2,860 -- $38,960/(3)/ 10,062 $10,113/(4)/
President and Chief Executive 1999 89,160 3,294 -- -- -- 6,781
Officer 1998 87,579 3,572 -- -- -- 6,087
</TABLE>
________________________
(1) Includes directors fees of $8,655 and appraisal fees of $1,006.
(2) Does not include perquisites and other personal benefits, the aggregate
amount of which was less than $50,000 or 10% of the total annual salary and
bonus reported.
(3) Represents the market value of the award of 3,801 shares of restricted stock
on April 6, 2000. The shares will begin vesting on April 6, 2001 in five
equal annual installments. All awards vest immediately upon termination of
employment due to death, disability or a change in control of Palmyra
Savings Bank or PFSB Bancorp. At September 30, 2000, the market value of
the unvested restricted stock awards granted to Mr. Mette was $46,087, based
on the closing stock price on that date of $12.125. Dividends will be paid
on the restricted stock.
(4) Consists of employer 401(k) contributions of $1,587, employer paid medical
insurance premiums of $7,836, employer paid disability insurance premiums of
$554, employer paid term life insurance premiums of $51 and travel expenses
of $85.
Option Grants in Last Fiscal Year
The following table provides information regarding stock option grants to
Mr. Mette during the year ended September 30, 2000.
<TABLE>
<CAPTION>
Potential Realizable Value
at Assumed Annual Rates
Number of % of Total of Stock Price Appreciation
Securities Options for Options(2)
------------------------------
Underlying Granted to Exercise
Options Employees Price
Granted in Per Expiration
Name (1) Fiscal Year Share Date 5% 10%
-------------- ------------ ------------- ------- ------------ -------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Eldon R. Mette 10,062 22.5% $10.250 04/06/2010 $64,975 $163,985
</TABLE>
_____________________
(1) The options granted vest in equal installments over a period of five years,
ending with the last vesting on April 6, 2005; provided, however, that
options will be immediately exercisable upon a change in control or if the
optionee terminates employment due to death or disability.
(2) The dollar gains under these columns result from calculations required by
the Securities and Exchange Commission's rules and are not intended to
forecast future price appreciation of PFSB Bancorp common stock. It is
important to note that options have value only if the stock price increases
above the exercise price shown in the table during the effective option
period. In order for the executive to realize the potential values set forth
in the 5% and 10% columns in the table, the price per share of the Company's
common stock would be approximately $16.71 per share and $26.55 per share,
respectively, as of the expiration date of the options.
6
<PAGE>
Option Value at Fiscal Year End
The following table provides information regarding unexercised stock
options for Mr. Mette as of September 30, 2000. Mr. Mette did not exercise any
stock options during the year ended September 30, 2000.
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options
Options at Fiscal Year-End at Fiscal Year-End (1)
------------------------------- -------------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
--------------- -------------- --------------- -------------- ---------------
<S> <C> <C> <C> <C>
Eldon R. Mette -- 10,062 -- $18,866
</TABLE>
________________________
(1) Value of unexercised in-the-money stock options equals the market value of
shares covered by in-the-money options on September 30, 2000 ($12.125 per
share) less the option exercise price ($10.25 per share). Options are in-
the-money if the market value of shares covered by the options is greater
than the exercise price.
Employment Agreement
Effective March 31, 1999, PFSB Bancorp and Palmyra Savings entered into a
three-year employment agreement with Mr. Mette. Under the employment agreement,
the current salary level for Mr. Mette is $79,313, which amount is paid by
Palmyra Savings and may be increased at the discretion of the Board of Directors
or an authorized committee of the Board. On the anniversary of the commencement
date of the employment agreement, the term may be extended for an additional
year at the discretion of the Board. The agreement is terminable by the
employers at any time, by Mr. Mette if he is assigned duties inconsistent with
his initial position, duties, responsibilities and status, or upon the
occurrence of certain events specified by federal regulations. If Mr. Mette's
employment is terminated without cause or upon his voluntary termination
following the occurrence of an event described in the preceding sentence,
Palmyra Savings would be required to honor the terms of the agreement through
the expiration of the current term, including payment of current cash
compensation and continuation of employee benefits.
The employment agreement also provides for a severance payment and other
benefits in the event of involuntary termination of employment in connection
with any change in control of PFSB Bancorp or Palmyra Savings. A severance
payment also will be provided on a similar basis in connection with a voluntary
termination of employment where, after a change in control, Mr. Mette is
assigned duties inconsistent with his position, duties, responsibilities and
status immediately before a change in control.
The maximum present value of the severance benefits under the employment
agreement is 2.99 times Mr. Mette's average annual compensation during the five-
year period preceding the effective date of the change in control (the "base
amount"). The employment agreement provides that the value of the maximum
benefit may be distributed, at the executive's election, in the form of a lump
sum cash payment equal to 2.99 times the executive's base amount or a
combination of a cash payment and continued coverage under Palmyra Savings'
health, life and disability programs for a 36-month period following the change
in control, the total value of which does not exceed 2.99 times the executive's
base amount. Section 280G of the Internal Revenue Code provides that severance
payments that equal or exceed three times the individual's base amount are
deemed to be "excess parachute payments" if they are contingent upon a change in
control. Individuals receiving excess parachute payments are subject to a 20%
excise tax on the amount of any excess parachute payments, and the Company would
not be entitled to deduct the amount of such excess payments.
7
<PAGE>
The employment agreement restricts Mr. Mette's right to compete against
PFSB Bancorp and Palmyra Savings for a period of one year from the date of
termination of the agreement if he voluntarily terminates employment, except in
the event of a change in control.
PFSB Bancorp and Palmyra Savings have also entered into an employment
agreement with another senior officer of the Company and the Bank on
substantially similar terms.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers and directors, and persons who own more than 10% of any
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission.
Executive officers, directors and greater than 10% stockholders are required by
regulation to furnish the Company with copies of all Section 16(a) reports they
file.
Based solely on its review of the copies of the reports it has received and
written representations provided to the Company from the individuals required to
file the reports, the Company believes that each of its executive officers and
directors has complied with applicable reporting requirements for transactions
in PFSB Bancorp common stock during the fiscal year ended September 30, 2000.
Transactions with Management
Federal regulations require that all loans or extensions of credit to
executive officers and directors of insured financial institutions must be made
on substantially the same terms, including interest rates and collateral, as
those prevailing at the time for comparable transactions with other persons,
except for loans made pursuant to programs generally available to all employees,
and must not involve more than the normal risk of repayment or present other
unfavorable features. Palmyra Savings, therefore, is prohibited from making any
new loans or extensions of credit to executive officers and directors at
different rates or terms than those offered to the general public, except for
loans made under programs generally available to all employees, and Palmyra
Savings has adopted a policy to this effect. In addition, loans made to a
director or executive officer in an amount that, when aggregated with the amount
of all other loans to such person and his or her related interests, are in
excess of the greater of $25,000 or 5% of the institution's capital and surplus
(up to a maximum of $500,000) must be approved in advance by a majority of the
disinterested members of the Board of Directors. The aggregate amount of loans
by Palmyra Savings to its executive officers and directors was approximately
$54,000 at September 30, 2000.
Proposal 2 -- Ratification of Independent Auditors
The Board of Directors has appointed Moore, Horton & Carlson, P.C. to be
its independent auditors for the 2001 fiscal year, subject to ratification by
stockholders. A representative of Moore, Horton & Carlson, P.C. is expected to
be present at the annual meeting to respond to appropriate questions from
stockholders and will have the opportunity to make a statement should he desire
to do so.
If the ratification of the appointment of the independent auditors is not
approved by the affirmative vote of a majority of the shares entitled to vote
and represented in person or by proxy at the annual meeting, other independent
auditors will be considered by the Board of Directors. The Board of Directors
recommends that stockholders vote FOR the ratification of the appointment of
independent auditors.
8
<PAGE>
Report of the Audit Committee
The Audit Committee of the Board of Directors is responsible for exercising
independent, objective oversight of PFSB Bancorp's independent auditors,
accounting functions and internal controls. The Audit Committee is comprised of
the entire Board of Directors, each of whom is independent under the The Nasdaq
Stock Market, Inc.'s listing standards except for Eldon R. Mette who serves as
President and Chief Executive Officer of the Company and Palmyra Savings. The
Board of Directors has not adopted a written charter for the Audit Committee.
The Audit Committee reviewed and discussed the annual financial statements
with management and the independent accountants. As part of this process,
management represented to the Audit Committee that the financial statements were
prepared in accordance with generally accepted accounting principles. The Audit
Committee also received and reviewed written disclosures and a letter from the
accountants concerning their independence as required under applicable standards
for auditors of public companies. The Audit Committee discussed with the
accountants the contents of such materials, the accountant's independence and
the additional matters required under Statement on Auditing Standards No. 61.
Based on such review and discussion, the Audit Committee recommended that the
Board of Directors include the audited consolidated financial statements in PFSB
Bancorp's Annual Report on Form 10-KSB for the year ended September 30, 2000 for
filing with the Securities and Exchange Commission.
Members of the Audit Committee:
L. Edward Schaeffer
Glen J. Maddox
Eldon R. Mette
Albert E. Davis
Robert M. Dearing
James D. Lovegreen
Donald L. Slavin
Stockholder Proposals and Nominations
The Company must receive proposals that stockholders seek to have included
in the proxy statement for the Company's next annual meeting no later than
August 13, 2001. If next year's annual meeting is held on a date more than 30
calendar days from January 25, 2002, a stockholder proposal must be received by
a reasonable time before the Company begins to print and mail its proxy
solicitation for such annual meeting. Any stockholder proposals will be subject
to the requirements of the proxy rules adopted by the Securities and Exchange
Commission.
The Company's Bylaws provides that in order for a stockholder to make
nominations for the election of directors or proposals for business to be
brought before the annual meeting, a stockholder must deliver notice of such
nominations and/or proposals to the Secretary not less than 60 nor more than 90
days before the date of the annual meeting; provided that if less than 71 days'
notice of the annual meeting is given to stockholders, such notice must be
delivered not later than the close of the tenth day following the day on which
notice of the annual meeting was mailed to stockholders or public disclosure of
the meeting date was made. A copy of the Bylaws may be obtained from the
Company.
9
<PAGE>
Miscellaneous
The Company will pay the cost of this proxy solicitation. The Company will
reimburse brokerage firms and other custodians, nominees and fiduciaries for
reasonable expenses incurred by them in sending proxy materials to the
beneficial owners of PFSB Bancorp common stock. In addition to soliciting
proxies by mail, directors, officers and regular employees of the Company may
solicit proxies personally or by telephone without receiving additional
compensation.
The Company's Annual Report to Stockholders has been mailed to stockholders
as of the close of business on December 1, 2000. Any stockholder who has not
received a copy of the Annual Report may obtain a copy by writing to the
Secretary of the Company. The Annual Report is not to be treated as part of the
proxy solicitation material or as having been incorporated in this proxy
statement by reference.
A copy of the Company's Form 10-KSB (without exhibits) for the fiscal year
ended September 30, 2000, as filed with the Securities and Exchange Commission,
will be furnished without charge to stockholders as of the close of business on
December 1, 2000 upon written request to Ronald L. Nelson, Corporate Secretary,
PFSB Bancorp, Inc., 123 West Lafayette Street, Palmyra, Missouri 63461.
Whether or not you plan to attend the annual meting, please vote by
marking, signing, dating and promptly returning the enclosed proxy card in the
enclosed envelope.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Ronald L. Nelson
Ronald L. Nelson
Corporate Secretary
Palmyra, Missouri
December 11, 2000
10
<PAGE>
REVOCABLE PROXY
PFSB BANCORP, INC.
ANNUAL MEETING OF STOCKHOLDERS
January 25, 2001
2:00 p.m., Local Time
_______________________________
The undersigned hereby appoints the full Board of Directors, with full
power of substitution, to act as proxy for the undersigned, and to vote all
shares of common stock of PFSB Bancorp, Inc. ("Company") owned of record by the
undersigned at the Annual Meeting of Stockholders, to be held on January 25,
2001, at 2:00 p.m., local time, at Palmyra Savings' main office at 123 West
Lafayette Street, Palmyra, Missouri, and at any and all adjournments of the
meeting, as designated below with respect to the matters set forth below and
described in the accompanying Proxy Statement and, in their discretion, for the
election of a person to the Board of Directors if any nominee named herein
becomes unable to serve or for good cause will not serve and with respect to any
other business that may properly come before the meeting. Any prior proxy or
voting instructions are hereby revoked.
1. The election as directors of all nominees listed (except as marked to
the contrary below).
Robert M. Dearing L. Edward Schaeffer
FOR ALL
FOR VOTE WITHHELD EXCEPT
--- ------------- ------
[_] [_] [_]
INSTRUCTION: To withhold your vote for any individual nominee, mark "FOR ALL
EXCEPT" and write that nominee's name in the space provided below.
________________________________________________________________________________
________________________________________________________________________________
2. The ratification of the appointment of Moore, Horton & Carlson, P.C.
as independent auditors for the Company for the fiscal year ending September 30,
2001.
FOR AGAINST ABSTAIN
--- ------- -------
[_] [_] [_]
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR"
EACH OF THE LISTED PROPOSALS.
<PAGE>
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
This proxy will be voted as directed, but if no instructions are specified,
this proxy will be voted "FOR" each of the proposals listed only if properly
signed and dated. If any other business is presented at the meeting, including
whether or not to adjourn the meeting, this proxy will be voted by the proxies
in their best judgment. At the present time, the Board of Directors knows of no
other business to be presented at the Annual Meeting.
Dated:___________________________
_________________________________
STOCKHOLDER SIGNATURE
_________________________________
CO-HOLDER (IF ANY) SIGNATURE
The above-signed acknowledges receipt from the Company, before the
execution of this proxy, of a Notice of Annual Meeting of Stockholders, a Proxy
Statement for the Annual Meeting and an Annual Report to Stockholders.
Please sign exactly as your name appears on this card. When signing as
attorney, executor, administrator, trustee or guardian, please give your full
title. If shares are held jointly, each holder may sign but only one signature
is required.
_____________________________
PLEASE COMPLETE, DATE, SIGN AND PROMPTLY MAIL THIS PROXY
IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
