<PAGE> 1
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant (X)
Filed by a Party other than the Registrant ( )
Check the appropriate box:
( ) Preliminary Proxy Statement
(X) Definitive Proxy Statement
( ) Definitive Additional Materials
( ) Soliciting Materials Pursuant to Rule 14a-11(c) or Rule 14a-12
CASS COMMERCIAL CORPORATION
(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 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:
(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:
<PAGE> 2
CASS COMMERCIAL CORPORATION
13001 Hollenberg Drive
Bridgeton, Missouri 63044
PROXY STATEMENT
Annual Meeting of Shareholders
to be held April 17, 2000
This Proxy Statement is being furnished to the common shareholders of
Cass Commercial Corporation (the "Company") on or about March 20, 2000 in
connection with the solicitation of proxies on behalf of the Board of
Directors of the Company for use at the annual meeting of shareholders (the
"Annual Meeting") to be held on April 17, 2000 at the time and place and for
the purposes set forth in the accompanying Notice of Annual Meeting, and at
any adjournment or postponement of that meeting.
Holders of shares of common stock, par value $.50 per share ("Shares" or
the "Common Stock"), of the Company at its close of business on March 5,
2000, (the "Record Date") are entitled to receive notice of and vote at the
Annual Meeting. On the Record Date, 3,642,883 shares of Common Stock were
outstanding. Holders of record of Common Stock (the "Shareholders") are
entitled to one vote per share of Common Stock they held of record on the
Record Date on each matter that may properly come before the Annual Meeting.
A plurality of the votes of Shareholders cast at the Annual Meeting is
required for the election of each director. Ratification of the selection of
independent accountants requires the affirmative vote of holders of a majority
of the shares of Common Stock voted. Abstentions and broker non-votes are
counted in the number of shares present in person or represented by proxy for
purposes of determining whether a quorum is present, but not for purposes of
election of directors or ratification of the selection of independent
accountants.
Management of the Company ("Management"), together with members of the
Board of Directors of the Company, in the aggregate, directly or indirectly
controlled approximately 21.94% of the Common Stock outstanding on the Record
Date.
Shareholders of record on the Record Date are entitled to cast their
votes in person or by properly executed proxy at the Annual Meeting. The
presence, in person or by properly executed proxy, of a majority of the
Common Stock outstanding on the Record Date is necessary to constitute a
quorum at the Annual Meeting. If a quorum is not present at the time the
Annual Meeting is convened, the Company may adjourn or postpone the Annual
Meeting.
All Common Stock represented at the Annual Meeting by properly executed
proxies received prior to or at the Annual Meeting and not properly revoked
will be voted at the Annual Meeting in accordance with the instructions
indicated in such proxies. If no instructions are indicated, such proxies
will be voted FOR the election of the Board's director nominees and FOR the
--- ---
ratification of the selection of independent accountants. The Board of
Directors of the Company does not know of any matters, other than the matters
described in the Notice of Annual Meeting attached to this Proxy Statement,
that will come before the Annual Meeting.
Any proxy given pursuant to this solicitation may be revoked by the
person giving it at any time before it is voted. Proxies may be revoked by
(i) filing with the Secretary of the Company, at or before the Annual
Meeting, a written notice of revocation bearing a date later than the date of
the proxy, (ii) duly executing and dating a subsequent proxy relating to the
Common Stock and delivering it to the Secretary of the Company at or before
the Annual Meeting, or (iii) attending the Annual Meeting and voting in
person (although attendance at the Annual Meeting will not in and of itself
constitute a revocation of a proxy). Any written notice revoking a proxy
should be sent to: Corporate Secretary, Cass Commercial Corporation, 13001
Hollenberg Drive, Bridgeton, Missouri 63044 (telephone number (314)
506-5500).
1
<PAGE> 3
The proxies are solicited by the Board of Directors of the Company. In
addition to the use of the mails, proxies may be solicited personally or by
telephone or facsimile transmission, by directors, officers or regular
employees of the Company or persons employed by the Company for the purpose
of soliciting proxies. It is contemplated that brokerage houses, custodians,
nominees and fiduciaries will be requested to forward the soliciting material
to the beneficial owners of Common Stock held of record by such persons, and
will be reimbursed by the Company for expenses incurred therewith. The cost
of solicitation of proxies will be borne by the Company.
The date of this Proxy Statement is March 20, 2000.
2
<PAGE> 4
ELECTION OF DIRECTORS
Pursuant to the By-Laws of the Company, the Company's Board of Directors
is divided into three classes of approximately equal numbers of directors.
Each of the 11 directors is elected for a three-year term, and the term of
each class of directors expires in a different year.
Directors who are not officers of the Company receive a $300 monthly
retainer fee, a $600 fee for attendance at each meeting of the Board and a
$400 fee for attendance at each meeting of a Committee of the Board.
The nominees for election to the Board of Directors are: Mr. Bodine, Mr.
Fucoloro, Mr. Krieg and Mr. Kuehner, each of whom is a current director of
the Company. MANAGEMENT OF THE COMPANY RECOMMENDS A VOTE FOR THE NOMINEES
FOR ELECTION TO THE BOARD OF DIRECTORS.
The members of the Company's Board of Directors whose terms will continue
after the meeting, including the nominees for re-election to the Board, with
certain information about each of them, including their principal occupations
for the past five years, are listed below:
<TABLE>
<CAPTION>
Principal Occupation
Director During Past 5 Years
-------- --------------------
<S> <C>
Robert J. Bodine Chairman, Bodine
Age: 75 Aluminum, Inc.
Director since 1966 (manufacturer)
Current term expires 2000 Mr. Bodine is a nominee for re-election
to the Board of Directors
Bryan S. Chapell President, Covenant
Age: 45 Theological Seminary
Director since 1998
Current term expires 2002
Lawrence A. Collett Chairman of the Board of the Company &
Age: 57 subsidiaries since 1992;
Director since 1983 Chief Executive Officer of the Company &
Current term expires 2001 subsidiaries since 1990
Thomas J. Fucoloro Consultant
Age: 74 Mr. Fucoloro is a nominee for re-election
Director since 1986 to the Board of Directors
Current term expires 2000
Harry J. Krieg Consultant to the Company;
Age: 75 Chairman of the Company & subsidiaries,
Chairman Emeritus, since 1992 1975 - 1992
Director since 1962 Mr. Krieg is a nominee for re-election
Current term expires 2000 to the Board of Directors
Howard A. Kuehner Investor
Age: 84 Mr. Kuehner is a nominee for re-election
Director since 1966 to the Board of Directors
Current term expires 2000
3
<PAGE> 5
<CAPTION>
Principal Occupation
Director During Past 5 Years
------- --------------------
<S> <C>
Jake Nania Investor
Age: 75
Director since 1967
Current term expires 2002
Irving A. Shepard President, Venture
Age: 82 Consultants, Inc.
Director since 1970 (consulting company)
Current term expires 2001
Andrew J. Signorelli Vice President, Andrews Educational
Age: 60 & Research Center; Founder,
Director since 1986 Hope Educational & Research Center
Current term expires 2001
John J. Vallina President of Cass Bank, since 1992
Age: 57
Director since 1992
Current term expires 2002
Bruce E. Woodruff Attorney; of counsel to Armstrong
Age: 69 Teasdale LLP
Director since 1995
Current term expires 2002
</TABLE>
COMMITTEES
The Company's Board of Directors has standing Discount, Audit and
Compliance, and Compensation Committees. The Discount Committee is composed
of Mr. Signorelli, Mr. Fucoloro, Mr. Kuehner, Mr. Collett and Mr. Vallina.
The Audit and Compliance Committee is composed of Mr. Fucoloro, Mr. Kuehner,
Mr. Krieg, Mr. Shepard and Mr. Woodruff. The Compensation Committee is
composed of Mr. Shepard, Mr. Signorelli and Mr. Bodine.
The Discount Committee, which met 24 times during 1999, examines and
approves loans and discounts and exercises the authorization of loans and
discounts.
The Audit and Compliance Committee, which met 4 times during 1999,
recommends to the Board independent auditors to perform audit and non-audit
services, reviews the scope and results of such services, reviews with
management and the independent auditors any recommendations of the auditors
regarding changes and improvements in the Company's accounting procedures and
controls and management's response thereto, and reports to the Board after
each Audit Committee meeting. In addition, the Committee meets with the
Company's Internal Auditors on a quarterly basis to review the scope and
results of such services.
The Compensation Committee, which met 2 times during 1999, reviews and
recommends to the Board the salaries and all other forms of compensation of
the officers of the Company and it's subsidiaries.
In 1998, a temporary Y2K Committee was created to monitor the Company's
on-going activities related to the year 2000 project plan being implemented
by Company management. The committee was composed of Mr. Collett, Mr. Krieg
and Mr. Woodruff, met 6 times during 1999 and reported to the Board after
each Y2K Committee meeting.
During 1999, there were 13 meetings of the Board of Directors. Mr.
Kuehner was the only director that did not attend at least 75% or more of the
aggregate number of meetings of the Board and committees on which he served.
4
<PAGE> 6
EXECUTIVE OFFICERS
The executive officers of the Company, their ages as of December 31,
1999, and their positions with the Company and subsidiaries are set forth
below. All officers serve at the pleasure of the Company's Board of
Directors.
<TABLE>
<CAPTION>
Name Age Positions
---- --- ---------
<S> <C> <C>
Lawrence A. Collett 57 Chairman and Chief Executive Officer of the
Company and subisidiaries; Director of the
Company and subsidiaries
Eric H. Brunngraber 42 Vice President-Secretary and Chief Financial
Officer of the Company and subsidiaries
William C. Bouchein 64 Vice President - Treasurer of the Company
</TABLE>
5
<PAGE> 7
EXECUTIVE COMPENSATION
The following table summarizes compensation earned or awarded for the
three years ended December 31, 1999 to each of the executive officers of the
Company.
<TABLE>
<CAPTION>
Long Term Compensation
-----------------------------
Annual Compensation Restricted Securities
Name and -------------------- Stock, ($) Underlying All Other
Principal Position Year Salary Bonus Awards <F1> <F2> Options (#) Compensation <F3>
- ------------------ ---- ------ ----- ---------------- ----------- -----------------
<S> <C> <C> <C> <C> <C> <C>
Lawrence A. Collett 1999 $291,000 $42,800 $126,250 25,000 $4,116
Chairman and 1998 266,000 64,400 -- -- 4,650
Chief Executive Officer 1997 241,000 63,700 -- -- 3,720
of the Company and
subsidiaries; Director of the
Company and subsidiaries
Eric H. Brunngraber 1999 $106,600 $21,500 -- 4,000 $2,321
Vice President - Secretary 1998 101,600 28,000 -- -- 2,537
and Chief Financial Officer 1997 96,600 26,000 -- 4,000 2,048
of the Company and
subsidiaries
William C. Bouchein 1999 $132,500 $13,500 -- 2,400 $4,556
Vice President - Treasurer 1998 130,000 22,000 -- -- 5,910
of the Company 1997 127,500 22,000 -- -- 5,377
<FN>
<F1> Awards for restricted stock for performance in 1999 made to Mr. Collett
on January 19, 1999, pursuant to the terms of the Company's 1995
Restricted Stock Bonus Plan. The value of restricted stock was
calculated by multiplying the average of the high and low market price
of the Company's stock on the date of the award by the number of shares
awarded. Shares are subject to a three-year vesting schedule, with 1/3
of the shares vesting each year on the anniversary date of the awards,
beginning January 19, 2000. These restricted shares are entitled to
vote and to be paid normal cash dividends.
<F2> At December 31, 1999 the unvested restricted stock holding of Mr.
Collett consisted of the 5,000 shares awarded on January 19, 1999, with
a value of $101,250 based on the market value of the Company's shares at
December 31, 1999.
<F3> These amounts represent Company matching contributions paid on behalf of
the executive under the Company's 401(k) Plan (in 1999 contributions
were $2,400 for Mr. Collett, $1,971 for Mr. Brunngraber and $1,810 for
Mr. Bouchein) and the imputed value of group term life premiums paid on
their behalves (in 1999 premiums were $1,716 for Mr. Collett, $350 for
Mr. Brunngraber and $2,746 for Mr. Bouchein).
</TABLE>
6
<PAGE> 8
STOCK OPTION PLAN / STOCK BONUS PLAN
During May 1995, the Company's Board of Directors established the 1995
Performance-Based Stock Option Plan (the "Option Plan") and the 1995
Restricted Stock Bonus Plan (the "Bonus Plan"). These plans were adopted to
aid the Company in securing and retaining qualified personnel. The Option
Plan provides for the granting of options on up to 400,000 shares of the
Company's common stock. The following table summarizes stock options
outstanding as of December 31, 1999:
<TABLE>
<CAPTION>
Weighted Average
Exercise Options Remaining
Price Outstanding Contractual Life
-------- ----------- ----------------
<S> <C> <C>
$10.32 85,440 3.47 years
20.36 6,000 4.00
23.00 3,500 6.00
24.63 2,000 6.00
25.25 61,350 6.00
25.45 8,500 4.00
</TABLE>
Of these shares 25,960 were exercisable with a weighted average exercise
price of $10.32. These options vest over a period not to exceed seven years,
but the vesting period can be accelerated based on the Company's attainment
of certain financial operating performance criteria.
The Bonus Plan provides for the issuance of up to 100,000 shares of the
Company's common stock. As of December 31, 1999, an aggregate of 40,900
shares of the Company's common stock had been awarded. Interest in the
shares of common stock awarded under the Bonus Plan vest over a three year
period. Common stock awarded under the Bonus Plan is accounted for through
the establishment of a contra shareholders' equity account. This contra
shareholders' equity account is amortized against income over the vesting
period of the stock awards.
OPTION GRANTS IN 1999
The following table summarizes options granted during 1999 to the
executive officers named above, together with estimates of the value of such
options at the end of their seven-year terms assuming the market value of the
Common Stock appreciates at an annual rate of 5% or 10%.
<TABLE>
<CAPTION>
Percent of Potential Realizable
Numbers of Total Value at Assumed Annual
Securities Options Rates of Stock Price
Underlying Granted to Appreciation For
Options Employees Exercise Options Term
Granted in Fiscal Base Price Expiration ------------------------
(#) Year ($/SH) Date 5% ($) 10% ($)
---------- ---------- ---------- ---------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Mr. Collett 25,000 37.3% 25.25 2006 256,982 598,878
Mr. Brunngraber 4,000 6.0 25.25 2006 41,117 95,820
Mr. Bouchein 2,400 3.6 25.25 2006 24,670 57,492
</TABLE>
7
<PAGE> 9
OPTIONS EXERCISED IN 1999 AND YEAR-END OPTION VALUES
The following table summarizes options exercised during 1999, and the
values of options outstanding on December 31, 1999, for the executive
officers named above.
<TABLE>
<CAPTION>
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options at Options at
Shares Fiscal Year-End Fiscal Year-End
Acquired on Value Exercisable/ Exercisable/
Exercise (#) Realized ($) Unexercisable (#) Unexercisable ($)
------------ ------------ ----------------- -----------------
<S> <C> <C> <C> <C>
Mr. Collett -- -- 16,408 / 36,592 $162,931 / $115,109
Mr. Brunngraber -- -- 2,886 / 11,114 $28,657 / $30,922
Mr. Bouchein 2,700 $39,298.50 816 / 4,884 $8,103 / $24,666
</TABLE>
DEFINED BENEFIT RETIREMENT PLANS
RETIREMENT PLAN FOR EMPLOYEES OF CASS COMMERCIAL CORPORATION
All officers of the Company and subsidiaries are participants in the
Retirement Plan for Employees of Cass Commercial Corporation, which covers
all full-time employees. Upon retirement, participants in the plan will
begin to receive monthly payments equal to one-twelfth of the sum of:
(a) .9% of Final Average Earnings multiplied by the number
of years of participation, plus
(b) .5% of Final Average Earnings in excess of Covered
Compensation multiplied by years of participation.
Final Average Earnings is defined as the average annual total
compensation for the five consecutive years of highest earnings during the
last ten years of employment. Covered Compensation is the average of the
maximum social security taxable wage bases in effect for each calendar year
during the 35-year period ending with the year in which retirement age is
attained under the Social Security Act. Earnings covered by the Plan equal
total compensation as reported in the Summary Compensation Table including
any amounts deferred under the Cass Commercial Corporation 401(k) Plan plus
any noncash compensation reported on Internal Revenue Service Form W-2.
Normal retirement under the Plan commences at age 65. At normal
retirement the years of participation under the Plan for the executive
officers listed in the Compensation Table would be as follows: Mr.
Collett-41; Mr. Brunngraber-41; Mr. Bouchein-13.
The following table shows the estimated annual benefits payable at
retirement, assuming a straight-life annuity with 120 months guaranteed.
<TABLE>
ESTIMATED ANNUAL RETIREMENT BENEFIT <F1><F2>
-----------------------------------
<CAPTION>
Final Years of Service Credited at Retirement
Average ---------------------------------------
Earnings 10 15 20 25 30 35 40
--------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
$125,000 $15,700 $23,500 $31,300 $39,100 $47,000 $54,800 $62,600
150,000 19,200 28,700 38,300 47,900 57,500 67,000 76,600
175,000 20,600 30,800 41,100 51,400 61,700 71,900 82,200
200,000 20,600 30,800 41,100 51,400 61,700 71,900 82,200
8
<PAGE> 10
<FN>
<F1> Estimated benefit calculation assumes retirement at age 65 in the year
2001 with no increase in the maximum social security taxable wage base
after 1999.
<F2> Estimated benefits would be subject to Internal Revenue Service maximum
retirement limitations in effect at the retirement date. The maximum
compensation that may be recognized for determining benefits in 1999 is
$160,000.
</TABLE>
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
In addition to the above defined benefit plan, in 1998 the Company
established the Cass Commercial Corporation Supplemental Retirement Plan,
which covers key executive officers of the Company. This supplemental plan
was designed to provide additional retirement benefits to key executives
whose benefits are limited by the Internal Revenue Service under the
Company's qualified plan.
Upon retirement, participants in the plan will receive monthly payments
equal to one twelfth of 70% of Final Average Earnings and reduced
proportionately for length of service less than 25 years and reduced by the
participant's:
(a) Qualified retirement plan benefit,
(b) Primary social security benefit, and
(c) 401(k) hypothetical annuity
Final Average Earnings, normal retirement age and years of participation
at normal retirement of Mr. Collett, Mr. Brunngraber and Mr. Bouchein are the
same as under the Retirement Plan for Employees of Cass Commercial
Corporation, except non-cash compensation is excluded from Final Average
Earnings.
The following table shows the estimated annual benefits payable at
retirement, assuming a straight-life annuity with 120 months guaranteed.
<TABLE>
ESTIMATED ANNUAL RETIREMENT BENEFIT <F1>
-----------------------------------
<CAPTION>
Final Years of Service Credited at Retirement
Average ---------------------------------------
Earnings 10 15 20 25 30 35 40
--------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
$125,000 $ -- $ 3,700 $ 13,400 $ 23,100 $ 15,200 $ 7,400 $ --
150,000 -- 7,200 18,600 30,000 20,400 10,900 1,300
175,000 2,100 14,900 29,100 43,300 33,000 22,800 12,500
200,000 9,100 25,400 43,100 60,800 50,500 40,300 30,000
300,000 37,100 67,400 99,100 130,800 120,500 110,300 100,000
400,000 65,100 109,400 155,100 200,800 190,500 180,300 170,000
<FN>
<F1> Estimated benefit calculation assumes retirement at age 65 in the year
2001.
</TABLE>
DEFINED CONTRIBUTION SAVINGS PLAN
All full-time employees of the Company and subsidiaries are eligible to
participate in the Cass Commercial Corporation 401(k) Plan. Employees may
voluntarily defer up to 15% of pre-tax earnings subject to the IRS maximum
limitation which was $10,000 for 1999. Voluntary deferrals contributed to
the 401(k) Plan by the Executive Officers are included in Annual Salary
Compensation in the Summary Compensation Table. The Company matches 50% of
the first 3% of employee contributions, subject to IRS limitations. Amounts
contributed to the Plan in 1999, for the benefit of the Executive Officers,
are included in Other Compensation in the Summary Compensation Table. Each
Executive Officer is fully vested in Company contributions.
9
<PAGE> 11
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors (the "Committee") is
composed of three independent directors, one of which serves as chairman of
the Committee. The Committee administers the Executive Compensation Program
of the Company and none of these members has been or is an employee of the
Company or of any of its subsidiaries. All material items relative to
Executive Compensation or any benefit compensation for the entire Company
must be analyzed, reviewed and approved by the Compensation Committee. While
the Committee may seek input occasionally from the Chief Executive Officer,
the Chief Financial Officer or the Director of Human Resources, all matters
are independently resolved and decided without the presence or voting of any
officer of the Company or its subsidiaries. The Compensation Committee of the
Board is also responsible for recommending salary levels for executive
officers to the Board of Directors of the Company and recommending the
overall levels of salary compensation for the entire corporation.
The Committee's philosophy with regard to executive compensation has been
to seek to provide programs which will allow the Company to acquire and
maintain competent executive officers and to attract and maintain other
management personnel with the capabilities and requirements determined
necessary to continue to lead the Company in meeting its objectives and in
furthering its growth and profitability. It is further the philosophy of the
Committee to constantly upgrade the caliber of performance of the Company's
staff and reward its people in accordance with the results that are
accomplished. The Committee believes that total compensation should be
related to profits and to the performance of the Company. For this reason, a
significant component of the compensation of the Company's executives is tied
to an incentive bonus plan that is directly related to the Company's pre-tax
earnings. Most of the executives received decreases in 1999 bonuses due to
the decline in profits of the Company.
The Committee generally seeks to maintain salaries at the mid-point
levels of competitive peer groups. Bonuses are available to all personnel in
the Company based upon the level of profits before taxes achieved by the
Company. These bonuses are distributed on the basis of merit. Performance
is measured on the basis of several factors deemed relevant to performance
and bonuses are distributed on the basis of these evaluations. The
determination of bonuses for the Company's executive officers is a subjective
process which utilizes no specific performance criteria, but which does
consider growth in the Company's profits, resources, and the quality of the
Company's operations, as well as adherence to regulatory requirements.
The Committee utilizes the services of Peter R. Johnson & Company of West
Chester, Pennsylvania in determining the levels of peer compensation within
its industry. Additionally, the Committee utilizes the services of Towers
Perrin for evaluation of the compensation of its three top executive
positions. The Committee considers stock options and grants to be a
significant motivational tool for rewarding its executive officers and senior
management. Stock awards provided under the Company's stock option plan are
granted primarily on the basis of performance of the Company, performance of
the individual operating subsidiaries, the relationship of the Company's
performance to other companies in its peer group, and the recommendation of
the CEO. No new stock incentive programs were provided in 1999. The company
utilizes the services of Towers Perrin in determining appropriate stock
incentive and compensation and annually reviews information from other
compensation sources for other bank holding companies and companies
performing in industries similar to those of its operating subsidiaries.
Irving A. Shepard, Chairman
Robert J. Bodine
Andrew J. Signorelli
10
<PAGE> 12
PERFORMANCE GRAPH
The following graph compares the percentage change in the Company's
cumulative total shareholder return on Common Stock as quoted on the Nasdaq
National Market System beginning with July 1, 1996, which was the initial
date the Company's shares were so quoted, with the cumulative total return,
including all dividends, of (i) the Nasdaq Stock Market Index for United
States companies, and (ii) the Nasdaq Bank Stocks Index.
COMPARISON OF CUMULATIVE TOTAL RETURNS
PERFORMANCE SINCE DATE FIRST QUOTED ON NASDAQ STOCK MARKET (7/1/96)
CASS COMMERCIAL CORPORATION
[GRAPH]
<TABLE>
<CAPTION>
7/1/96 9/30/96 12/31/96 3/31/97 6/30/97 9/30/97 12/31/97 3/31/98
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Nasdaq Stock Market (US) 100 102.47 107.5 101.68 120.31 140.67 131.92 154.311
Nasdaq Bank Stocks 100 110.13 124.36 133.67 155.54 183.44 210.09 220.118
Cass Commercial Corporation 100 103.72 108.508 126.58 152.57 140.7 140.01 194.751
Index Level 100 100 100 100 100 100 100 100
<CAPTION>
6/30/98 9/30/98 12/31/98 3/31/99 6/30/99 9/30/99 12/31/99
<S> <C> <C> <C> <C> <C> <C> <C>
Nasdaq Stock Market (US) 158.779 143.744 185.392 207.71 227.261 232.44 335.47
Nasdaq Bank Stocks 215.912 182.1 206.242 198.48 213.02 193.87 198.76
Cass Commercial Corporation 171.945 144.628 144.215 145.33 144.244 151.32 121.2
Index Level 100 100 100 100 100 100 100
</TABLE>
11
<PAGE> 13
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
Some of the directors and officers of the Company and of the Bank, and
members of their immediate families and firms and corporations with which
they are associated, have had transactions with the Bank, including borrowing
and investments in depository accounts. All such loans and investments have
been made in the ordinary course of business, have been made on substantially
the same terms, including interest rates paid or charged and collateral
required, as those prevailing at the same time for comparable transactions
with unaffiliated persons, and did not involve more than the normal risk of
collectibility or present other unfavorable features. As of December 31,
1999, the aggregate amount of all loans and available credit to officers and
directors of the Company and to firms and corporations in which they have at
least a 10% beneficial interest was approximately $1.2 million, which
represented approximately 2.1% of the Company's consolidated shareholders'
equity at that date.
Bruce E. Woodruff, a director and shareholder of the Company, is of
counsel to the law firm of Armstrong Teasdale LLP, counsel to the Company and
subsidiaries.
12
<PAGE> 14
PRINCIPAL SHAREHOLDERS
The following table contains information with respect to beneficial
ownership of the Company's outstanding common stock, as of March 5, 2000, by:
(1) each person known to the Company to be the beneficial owner of more than
5% of common stock, (2) each director of the Company and (3) each executive
officer of the Company named in the Summary Compensation Table. Unless
otherwise indicated, the address of all such persons is c/o the Company,
13001 Hollenberg Drive, Bridgeton, Missouri 63044. Unless otherwise
indicated, the named person has sole voting and dispositive rights with
respect to such shares.
<TABLE>
<CAPTION>
Name of Number of Shares Percent
Beneficial Owner Beneficially Owned of Class
- ---------------- ------------------ --------
<S> <C> <C>
Robert J. Bodine 82,000 <F1> 2.25%
William C. Bouchein 33,256 <F2> <F*>
Eric H. Brunngraber 3,486 <F3> <F*>
Bryan S. Chapell 300 <F4> <F*>
Lawrence A. Collett 65,435 <F5> 1.79
Thomas J. Fucoloro -- <F6> <F*>
Harry J. Krieg 50,588 <F7> 1.39
Howard A. Kuehner 84,804 <F8> 2.33
Jake Nania 344,066 <F9> 9.44
Irving A. Shepard 17,406 <F10> <F*>
A. J. Signorelli 109,310 <F11> 3.00
John J. Vallina 6,370 <F12> <F*>
Bruce E. Woodruff 6,800 <F13> <F*>
-------
All executive officers and directors
as a group 803,821 21.94%
-------
Other beneficial owners:
David L. Babson and Company, Inc. 304,900 <F14> 8.37%
One Memorial Drive
Cambridge, Massachusetts 02142-1300
<FN>
- ---------------
<F*> Less than 1% of class.
<F1> Excludes 8,784 shares held in a trust as to which Mr. Bodine's wife has
sole voting and dispositive power.
<F2> These shares are held in a trust with the named shareholder having sole
voting and dispositive power. Includes 816 shares Mr. Bouchein has the
right to acquire under the 1995 Performance-Based Stock Option Plan.
<F3> These shares are owned jointly with his wife. Includes 2,886 shares
Mr. Brunngraber has the right to acquire under the 1995 Performance-
Based Stock Option Plan.
<F4> These shares were granted under the Company's 1995 Restricted Bonus
Plan and are subject to forfeiture; however, Mr. Chapell has voting but
no dispositive rights.
<F5> Of these shares, 17,270 are owned jointly with his wife. In addition,
3,333 of these shares were granted under the Company's 1995 Restricted
Bonus Plan and are subject to forfeiture; however, Mr. Collett has
voting but no dispositive rights. Includes 16,408 shares Mr. Collett
has the right to acquire under the 1995 Performance-Based Stock Option
Plan.
<F6> Excludes 200 shares held in a trust as to which Mr. Fucoloro's wife has
sole voting and dispositive powers.
<F7> These shares are in trust with Mr. Krieg having shared voting and
dispositive powers. Excludes 51,211 shares owned by his wife.
13
<PAGE> 15
<F8> Of these shares, 23,180 are in a trust with Mr. Kuehner having shared
voting and dispositive powers. Excludes 106,988 shares owned by his
wife.
<F9> Of these shares 343,766 are in a trust with the named shareholder
having sole voting and dispositive power. In addition, 300 of these
shares were granted under the Company's 1995 Restricted Bonus Plan and
are subject to forfeiture; however, Mr. Nania has voting but no
dispositive rights.
<F10> Includes 7,600 shares held in a trust with Mr. Shepard as trustee and
beneficiary.
<F11> Of these shares, 63,072 are held in trust with his sister and 46,238
are owned jointly with his wife. Excludes 2,656 shares owned by his
wife.
<F12> These shares are held in trust with Mr. Vallina having shared voting
and dispositive power.
<F13> Of these shares 6,500 are held in a trust with Mr. Woodruff having sole
voting and dispositive power. Includes 300 shares granted under the
Company's 1995 Restricted Bonus Plan and are subject to forfeiture;
however, Mr. Woodruff has voting but no dispositive rights.
<F14> This information was obtained from Schedule 13G filed with the
Securities and Exchange Commision by David L. Babson and Company, Inc.
on January 25, 2000.
</TABLE>
SECTION 16(a) BENEFICIAL OWNERSHIP COMPLIANCE
To the Company's knowledge, based solely on review of copies of such
reports furnished to the Company and written representations that no other
reports were required, during 1999 all Section 16(a) filing requirements were
complied with by all persons who, during the year, were directors, officers
or holders of 10% or more of the Company's shares.
SELECTION OF AUDITORS
KPMG LLP were the auditors of the Company during the year ended December
31, 1999 and also have been selected by the Board of Directors to serve as
auditors for the present year. The Board of Directors recommends to the
Shareholders their ratification of its selection of KPMG LLP as independent
auditors to audit the accounts of the Company and its subsidiaries for 2000.
KPMG LLP has served as the Company's independent auditors since 1983.
A representative of KPMG LLP is expected to be present at the Meeting,
will have an opportunity to make a statement if he or she desires to do so,
and is expected to be available to respond to appropriate questions of
Shareholders.
MANAGEMENT OF THE COMPANY RECOMMENDS VOTING FOR THE RATIFICATION OF THE
SELECTION OF KPMG LLP AS INDEPENDENT PUBLIC ACCOUNTANTS FOR 2000.
OTHER MATTERS
Management does not intend to present to the Annual Meeting any business
other than the items stated in the "Notice of Meeting of Shareholders" and
does not know of any matters to be brought before the Meeting other than
those referred to above. If, however, any other matters properly come before
the Meeting, the persons designated as proxies will vote on each such matter
in accordance with their best judgment.
Whether or not you expect to be at the Meeting in person, please sign,
date and return promptly the enclosed Proxy. No postage is necessary if the
Proxy is mailed in the United States.
14
<PAGE> 16
SHAREHOLDER PROPOSALS
Any proposal to be presented at next year's Annual Meeting must be
received at the principal executive offices of the Company not later than
November 21, 2000. Any such proposals should be directed to the attention of
the Secretary for consideration for inclusion in the Company's Proxy
Statement and Form of Proxy relating to the next Annual Meeting. Any such
proposals must comply in all respects with the rules and regulations of the
Securities and Exchange Commission. The Company's form of proxy for next
year's Annual Meeting may permit the representatives named in the proxy to
vote in their discretion on any other shareholder proposal of which notice
has not been given to the Company by February 4, 2001. It is suggested that
proponents of any proposals submit such proposals to the Company sufficiently
in advance of the deadline by Certified Mail-Return Receipt Requested.
By Order of the Board of Directors
Eric H. Brunngraber
Vice President-Secretary
15
<PAGE> 17
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL Please mark
OF THE FOLLOWING PROPOSALS: your votes as /X/
indicated in
this example
1. Election of four directors to serve until the
year 2003, or until their successors are elected
and qualified.
FOR all WITHHOLD Term expiring 2003: Messrs.
nominees listed AUTHORITY Robert J. Bodine, Thomas J.
(except as indicated to vote for all Fucoloro, Harry J. Krieg,
to the contrary) nominees listed and Howard A. Kuehner
/ / / /
(INSTRUCTION: TO WITHHOLD
AUTHORITY TO VOTE FOR AN
INDIVIDUAL NOMINEE, WRITE
THAT NOMINEE'S NAME ON THE
LINE BELOW.)
----------------------------
2. Ratification of the selection of KPMG LLP
as independent public accounts for 2000.
FOR AGAINST ABSTAIN
/ / / / / /
WHEN PROPERLY EXECUTED AND RETURNED, THIS PROXY WILL BE VOTED IN THE MANNER
SPECIFIED THEREON, AND IN THE BEST JUDGEMENT OF THE PROXIES ON ANY OTHER
BUSINESS WHICH PROPERLY COMES BEFORE THE MEETING. IF NO MANNER IS SPECIFIED,
THE PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2.
- ------------------------------------------------------------/--------, 2000
SIGNATURE OF SHAREHOLDER
- ------------------------------------------------------------/--------, 2000
SIGNATURE OF SHAREHOLDER
NOTE: Please sign as your name appears hereon. If shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give your full name as such. If a corporation,
please sign in full corporate name by an authorized officer. If a partnership,
please sign in full partnership name by authorized person.
- --------------------------------------------------------------------------------
[ARROW] FOLD AND DETACH HERE [ARROW]
[CASS LOGO]
March 20, 2000
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To the Shareholders:
The Annual Meeting of Shareholders of Cass Commercial Corporation will be
held at the offices of Cass Commercial Corporation located at 13001 Hollenberg
Drive, Bridgeton, Missouri on Monday, April 17, 2000, at 11:00 a.m., for the
following purposes:
1. To elect directors for three year terms and until the 2003 Annual
Meeting.
2. Ratification of the selection of KPMG LLP as independent public
accountants for 2000.
3. To act upon such other matters as may properly come before the meeting.
The close of business on March 5, 2000, has been fixed as the record date
for determining shareholders entitled to notice of and to vote at the Meeting.
By order of the Board of Directors,
Eric H. Brunngraber
Vice President - Secretary
Chief Financial Officer
<PAGE> 18
CASS COMMERCIAL CORPORATION
SOLICITED BY THE BOARD OF DIRECTORS
The undersigned hereby constitutes and appoints Lawrence A. Collett, and
Eric H. Brunngraber, and either of them, attorneys with full power of
substitution, with the powers the undersigned would possess if personally
present, to vote all shares of Common Stock of the undersigned in CASS
COMMERCIAL CORPORATION at the Annual Meeting of Shareholders to be held at
11:00 a.m., April 17, 2000, and at any adjournments thereof on all matters
properly before the meeting.
(Continued and To Be Signed On Other Side.)
- -------------------------------------------------------------------------------
[ARROW] FOLD AND DETACH HERE [ARROW]
<PAGE> 19
Appendix
Page 11 of the printed proxy contains a Comparison of Cumulative Total
Returns Graph. The information contained in the graph has been presented in a
format that may be processed by the EDGAR system.
