<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 / / Confidential, for Use of the
Commission Only (as permitted by
/X/ Definitive Proxy Statement Rule 14a-6(e)(2))
/ / Definitive Additional Materials
/ / Soliciting Materials Pursuant to Rule 14a-11(c) or Rule 14a-12
Mississippi Valley Bancshares, Inc.
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(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)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
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(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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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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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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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE> 2
MISSISSIPPI VALLEY BANCSHARES, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON
APRIL 16, 1997
TO THE STOCKHOLDERS:
The Annual Meeting of Stockholders of Mississippi Valley Bancshares, Inc.
will be held at the St. Louis Science Center, in the Meeting Room ABC, 5050
Oakland Avenue, St. Louis, Missouri 63110, on April 16, 1997, at 9:00 A.M., St.
Louis time, for the following purposes:
1. To elect four Directors, each to serve for a three-year term;
2. To consider and act upon a proposal to approve certain amendments to
the 1991 Stock Option Plan, as described in the proxy materials;
3. To consider and act upon ratification of the selection of Ernst &
Young LLP as independent accountants for 1997;
4. To transact such other business as may properly come before the
meeting.
Only Stockholders whose names appear of record at the Company's close of
business on March 3, 1997 are entitled to receive notice of and to vote at the
Annual Meeting or any adjournments thereof.
By Order of the Board of
Directors,
Carol B. Dolenz
Secretary and Treasurer
March 11, 1997
St. Louis, Missouri
ALL STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING.
WHETHER OR NOT YOU INTEND TO BE PRESENT, PLEASE COMPLETE, DATE, SIGN AND RETURN
THE ENCLOSED PROXY CARD IN THE STAMPED AND ADDRESSED ENVELOPE ENCLOSED FOR YOUR
CONVENIENCE. STOCKHOLDERS CAN HELP THE COMPANY AVOID UNNECESSARY EXPENSE AND
DELAY BY PROMPTLY RETURNING THE ENCLOSED PROXY CARD. 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.
<PAGE> 3
MISSISSIPPI VALLEY BANCSHARES, INC.
700 CORPORATE PARK DRIVE
ST. LOUIS, MISSOURI 63105
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 16, 1997
This Proxy Statement is being furnished to the common stockholders of
Mississippi Valley Banschares, Inc. (the "Company") on or about March 11,
1997 in connection with the solicitation of proxies on behalf of the Board of
Directors of the Company for use at the annual meeting of stockholders (the
"Annual Meeting") to be held on April 16, 1997 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 $1.00 per share ("Shares" or
the "Common Stock"), of the Company at its close of business on March 3, 1997
(the "Record Date") will be entitled to receive notice of and vote at the
Annual Meeting. On the Record Date, 4,517,756 shares of Common Stock were
outstanding. Holders of Common Stock (the "Stockholders") 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 Stockholders cast at the Annual Meeting is
required for the election of each director. Approval of the proposed amendments
to the 1991 Stock Option Plan and ratification of the selection of independent
accountants each requires the affirmative vote of holders of a majority of the
shares of Common Stock voted on the proposal. 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, approval of the proposed amendments 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
controls approximately 33.8% of the Common Stock outstanding on the Record
Date.
Stockholders 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 proposals 2
--- ---
and 3. 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
2
<PAGE> 4
Secretary, Mississippi Valley Bancshares, Inc., 700 Corporate Park Drive, St.
Louis, Missouri 63105 (telephone number (314) 268-2580).
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 11, 1997.
3
<PAGE> 5
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 14 directors is elected for a three-year term, and the term of each class
of directors expires in a different year. All of the current directors
(including the nominees for re-election as director) were first elected in
1984, except Mr. Levy, who was first elected in 1987, Mrs. Behan, who was first
elected in 1989, and Mr. Bush, who was first elected in 1991.
Directors of the Company receive fees of $4,000 annually and $550 for each
meeting of the Board or committee of the Board attended, plus reimbursement of
travel expenses incurred in attending Board or committee meetings. The
Company's Board of Directors meets at least quarterly.
The nominees for election to the Board of Directors are: Alice C. Behan,
William H.T. Bush, Franklin J. Cornwell, Jr. and Frederick O. Hanser, each of
whom is a current director of the Company. 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>
TERM PRINCIPAL OCCUPATION
DIRECTOR AGE EXPIRES DURING PAST 5 YEARS
-------- --- ------- --------------------
<S> <C> <C> <C>
John T. Baumstark................................. 52 1998 President, Archway Sales, Inc. (Chemical
distributor).
Andrew N. Baur.................................... 52 1999 Chairman and Chief Executive Officer of the
Company and the Company's Subsidiary, Southwest
Bank of St. Louis (the "Bank"); Director,
Rawlings Sporting Goods, Co., Inc.
Linn H. Bealke.................................... 52 1998 President of the Company and Vice Chairman of the
Bank; Director, Zoltek Companies, Inc.
Alice C. Behan.................................... 51 1997 Private Investor. Mrs. Behan is a nominee for
reelection to the Board.
William H.T. Bush................................. 58 1997 Chairman, Bush-O'Donnell & Co., Inc. (Investment
Advisor and merchant banking firm); Director,
Right Choice Managed Care, Inc.; Director, Intrav.
Inc.; Director, D T Industries, Inc.; Director,
Search Capital Holdings, Inc. Mr. Bush is a
nominee for reelection to the Board.
Franklin J. Cornwell, Jr.......................... 54 1997 Private Investor. Vice President, Ralston Purina
Co. and CEO of Ralston Purina International
(diversified consumer products company) through
May, 1995. Mr. Cornwell is a nominee for
reelection to the Board.
Theodore P. Desloge, Jr........................... 57 1998 President, Bloom & Desloge Enterprises, Inc.
(investments); Vice Chairman and Director, Valley
Forge Corp. (holding company).
Louis N. Goldring................................. 55 1999 Vice Chairman and Chief Executive Officer,
Franklin Equity Leasing Co. (automobile and
equipment leasing).
Richard T. Grote.................................. 51 1999 President, Grote Financial Futures, Ltd.
(financial advisory services); Chairman, American
Medical Claims, Inc. (claims filing service).
4
<PAGE> 6
TERM PRINCIPAL OCCUPATION
DIRECTOR AGE EXPIRES DURING PAST 5 YEARS
-------- --- ------- --------------------
Frederick O. Hanser............................... 54 1997 Chairman, St. Louis Cardinals, L.P. since January,
1996; Of Counsel since April, 1996 and Partner for
more than five years prior thereto - Armstrong,
Teasdale, Schlafly & Davis. Mr. Hanser is a
nominee for reelection to the Board.
Donna D. Lambert.................................. 57 1998 Private Investor.
Michael D. Latta.................................. 55 1998 Private Investor; Chairman and CEO of Dunmon, Inc.
since December, 1996 (fabricator of aluminum
composite panels); President of Code 3 Holdings,
Inc. through December, 1995 and President and CEO
of Public Safety Equipment, Inc. through April,
1995 (holding company and manufacturer of
emergency warning systems, respectively).
Mont S. Levy...................................... 45 1999 Registered Investment Advisor, Principal of
Buckingham Asset Management; President, MSL
Investments; Vice President, Grand Center, Inc.
(not-for-profit development company), 1988-1993.
Lewis B. Shepley.................................. 57 1999 Executive Vice President and Chief Financial
Officer, The Reliable Life Insurance Company.
</TABLE>
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE BOARD OF
DIRECTORS' SLATE OF NOMINEES STANDING FOR ELECTION.
COMMITTEES
The Company's Board of Directors has standing Executive, Audit and
Compensation and Employee Benefits Committees. The Executive Committee is
composed of Mr. Baur (Chairman), Mr. Bealke, Mr. Goldring, Mr. Grote and Mr.
Hanser. The Audit Committee is composed of Mr. Baumstark (Chairman), Mr. Bush,
Mr. Cornwell, Mr. Latta, Mr. Levy and Mrs. Lambert and several members of the
Board of Directors of the Bank. The Compensation and Employee Benefits
Committee is composed of Mrs. Behan, Mr. Bush, Mr. Cornwell, Mr. Desloge, Mr.
Goldring, Mr. Shepley (Chairman) and one member of the Board of Directors of
the Bank. The Board does not have a nominating committee.
The Audit Committee, which met 4 times during 1996, 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.
The Compensation and Employee Benefits Committee, which met 4 times during
1996, reviews and recommends to the Board the salaries and all other forms of
compensation of the Company's and the Bank's officers.
During 1996, there were 4 meetings of the Board of Directors. All directors
other than Mr. Desloge attended 75% or more of the aggregate number of meetings
of the Board and committees on which they served.
EXECUTIVE OFFICERS
The executive officers of the Company and a key executive officer of the
Bank, their ages as of December 31, 1996, and their positions with the Company
and the Bank are set forth below. All officers serve at the pleasure of the
Company's Board of Directors.
5
<PAGE> 7
<TABLE>
<CAPTION>
NAME AGE POSITIONS
---- --- ---------
<S> <C> <C>
Andrew N. Baur.................................... 52 Chairman and Chief Executive Officer of the Company and the
Bank.
Linn H. Bealke.................................... 52 President of the Company and Vice Chairman of the Bank.
Paul M. Strieker.................................. 45 Executive Vice President, Controller and Chief Financial
Officer, and Assistant Secretary of the Company; Executive
Vice President of the Bank.
Carol B. Dolenz................................... 44 Secretary and Treasurer of the Company; Secretary and Vice
President of the Bank.
Stephen P. Marsh.................................. 41 Executive Vice President and Senior Loan Officer of the Bank
since 1992; Senior Vice President of the Bank, 1989-1992.
</TABLE>
EXECUTIVE COMPENSATION
The following table summarizes compensation earned or awarded to the
Company's Chief Executive Officer and all other executive officers whose
aggregate annual salary and bonuses exceeded $100,000 during 1996.
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
ANNUAL COMPENSATION ------------ ALL OTHER
------------------- SECURITIES COMPENSATION
SALARY BONUS UNDERLYING ------------
NAME AND PRINCIPAL POSITION YEAR ($) ($) OPTIONS (#) ($) <F1>
--------------------------- ---- ------ ----- ----------- --------
<S> <C> <C> <C> <C> <C>
Andrew N. Baur 1996 $269,375 $225,000 7,000 $26,828
Chairman and Chief Executive Officer of the 1995 258,689 200,000 15,000 25,128
Company and the Bank 1994 252,450 150,000 -- 22,395
Linn H. Bealke 1996 $183,406 $160,000 5,700 $27,548
President of the Company and Vice Chairman 1995 167,989 125,000 10,000 25,772
of the Bank 1994 160,213 90,000 -- 23,442
Stephen P. Marsh 1996 $134,998 $ 60,000 4,000 $ 4,518
Executive Vice President and Senior Loan 1995 127,426 40,000 3,500 4,470
Officer of the Bank 1994 118,924 40,000 -- 4,230
Paul M. Strieker
Executive Vice President, Controller and
Chief Financial Officer and Assistant 1996 $ 94,502 $ 20,000 1,000 $ 3,597
Secretary of the Company and Executive Vice 1995 89,416 13,000 3,000 3,221
President of the Bank 1994 85,451 12,000 -- 3,110
<FN>
- --------
<F1> Consists of Company matching contributions to its 401(k) Plan, imputed
value of life insurance benefit, and director's fees; amounts paid in 1996
are as follows:
</TABLE>
<TABLE>
<CAPTION>
401(K) PLAN LIFE INS. DIRECTOR'S
CONTRIBUTIONS BENEFIT FEES
------------- --------- ----------
<S> <C> <C> <C>
Mr. Baur................. $3,750 $1,728 $21,350
Mr. Bealke............... 3,750 2,298 21,500
Mr. Marsh................ 3,750 768 --
Mr. Strieker............. 2,710 887 --
</TABLE>
6
<PAGE> 8
OPTION GRANTS IN 1996
The following table summarizes options granted during 1996 to the executive
officers named above, together with estimates of the value of such options at
the end of their five-year terms assuming the market value of the Common Stock
appreciates at an annual rate of 5% or 10%.
<TABLE>
INDIVIDUAL GRANTS
<CAPTION>
PERCENT OF POTENTIAL REALIZABLE
NUMBERS OF TOTAL VALUE AT ASSUMED ANNUAL
SECURITIES OPTIONS RATES OF STOCK PRICE
UNDERLYING GRANTED TO APPRECIATION FOR
OPTIONS EMPLOYEES EXERCISE OPTION TERM
GRANTED IN FISCAL BASE PRICE EXPIRATION -----------------------
(#)<F1> YEAR ($/SH) DATE 5% ($) 10% ($)
---------- ---------- ---------- ---------- ------ -------
<S> <C> <C> <C> <C> <C> <C>
Mr. Baur....... 7,000 8.24% $31.125 May 2001 $60,165 $133,035
Mr. Bealke..... 5,700 6.71% $31.125 May 2001 $48,992 $108,329
Mr. Marsh...... 4,000 4.71% $31.125 May 2001 $34,380 $ 76,020
Mr. Strieker... 1,000 1.18% $31.125 May 2001 $ 8,595 $ 19,005
<FN>
- --------
<F1> The options granted in 1996 are exercisable 25% after the first year from
the grant date, 50% after the second year, 75% after the third year, and
100% after the fourth year.
</TABLE>
OPTION EXERCISED IN 1996 AND YEAR-END OPTION VALUES
The following table summarizes options exercised during 1996, and the
values of options outstanding on December 31, 1996, for the executive officers
named above.
<TABLE>
<CAPTION>
VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
SHARES FISCAL YEAR-END FISCAL YEAR-END
ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE # REALIZED $ UNEXERCISABLE # UNEXERCISABLE $
---- ----------- ---------- --------------- ----------------
<S> <C> <C> <C> <C>
Mr. Baur....... -- -- 3,750/18,250 $72,000/$295,625
Mr. Bealke..... -- -- 2,500/13,200 $50,000/$214,838
Mr. Marsh...... -- -- 2,750/ 7,250 $68,594/$115,031
Mr. Strieker... 500 $8,625 1,250/ 3,500 $28,625/$ 63,188
</TABLE>
CONSULTING AGREEMENTS
The Company and the Bank have entered into Consulting Agreements
("Consulting Agreements") with Messrs. Baur and Bealke providing for certain
benefits in the event of termination of employment for any reason after a
"Change in Control" (as defined in the Consulting Agreements), or for any
reason other than voluntarily by the executive or by the Bank or the Company
for "Cause" (as defined in the Consulting Agreements) prior to a Change in
Control. Benefits, provided until the executive attains the age of 65 or dies,
would include (i) a monthly consulting fee of $2,000; (ii) specified levels of
medical insurance for the executive and his dependents; (iii) disability
insurance coverage; and (iv) to the extent medical insurance or disability
insurance benefits are taxable to the executive, additional compensation equal
to the taxes on such benefits and on the additional compensation provided to
cover such taxes. Such benefits would be subject to reduction or termination
under certain circumstances. Prior to the executive's 60th birthday, he would
be required to provide certain consulting services to the Company or the Bank
if requested.
7
<PAGE> 9
EMPLOYMENT AGREEMENTS
The Company and the Bank have entered into Management Retention Agreements
("Retention Agreements") with nine of their respective officers, including
Mr. Marsh and Mr. Strieker but excluding Mr. Baur and Mr. Bealke, pursuant to
the terms of which, if the employment with the Company or the Bank of an
officer party to such a Retention Agreement is terminated for any reason other
than for "Cause" (as defined in the Retention Agreements) within one year
after a "Change in Control" (as defined in the Retention Agreements), the
officer or his or her personal or legal representative will continue to receive
compensation for one year after the date of such termination at a rate equal to
the officer's base compensation in effect on either the effective date of such
Change of Control or the date of termination of the officer's employment,
whichever rate is greater. Current base compensation is $132,500 per annum for
Mr. Marsh and $93,600 per annum for Mr. Strieker. In addition, the Company
agrees to pay all costs and expenses, including reasonable attorney's fees,
incurred by the officer in enforcing his or her rights under the Retention
Agreement.
PENSION AND SUPPLEMENTAL PENSION PLANS
The Bank sponsors the Southwest Bank of St. Louis Employees Retirement Plan
(the "Retirement Plan"), a qualified defined benefit plan, and the Southwest
Bank of St. Louis Supplemental Retirement Plan (the "Supplemental Plan"), a
non-qualified defined benefit plan. The Retirement Plan credits benefits to
participants based upon years of service and compensation at the time of
retirement. For purposes of the Retirement Plan, compensation means the average
salary over the highest five consecutive years in the most recent ten year
period prior to retirement. Benefits are reduced by the amount of Social
Security benefits required to be recognized (offset) under the pension formula,
and are payable as life annuities at age 65, with no death benefit. Benefits
under the Retirement Plan are restricted by certain statutory limits on the
amount of compensation which may be considered in calculating benefits and
other statutory limitations.
A participant's benefit under the Supplemental Plan equals his or her
benefit as calculated under the Retirement Plan, without regard to statutory
limitations contained in the Retirement Plan, reduced by his or her actual
benefit under the Retirement Plan. Benefits are payable commencing at age 65,
with no death benefit.
The following table sets forth the estimated annual benefits under both the
Retirement and Supplemental Plans based upon various assumed levels of
compensation and years of service:
<TABLE>
RETIREMENT AND SUPPLEMENTAL PLANS TABLE
<CAPTION>
COMPENSATION 10 15 20 25 30 35
------------ -- -- -- -- -- --
<S> <C> <C> <C> <C> <C> <C>
$ 75,000....... $10,000 $ 16,000 $ 21,000 $ 27,000 $ 33,000 $ 38,000
100,000....... 14,000 21,000 29,000 36,000 44,000 51,000
125,000....... 18,000 27,000 36,000 46,000 55,000 64,000
150,000....... 21,000 33,000 44,000 55,000 66,000 78,000
250,000....... 36,000 56,000 74,000 92,000 111,000 131,000
350,000....... 51,000 78,000 104,000 130,000 156,000 183,000
450,000....... 66,000 101,000 134,000 167,000 201,000 236,000
550,000....... 81,000 123,000 164,000 205,000 246,000 288,000
</TABLE>
For purposes of determining Retirement and Supplemental Plan benefits, the
current compensation for the above-named executive officers is as shown under
"Annual Compensation" in the executive compensation table above. Mr. Baur and
Mr. Bealke currently have 12 years of service and would have 25 years of
service at age 65. Mr. Marsh currently has 12 years of service and would have
36 years of service at age 65. Mr. Strieker currently has 9 years of service
and would have 29 years of service at age 65.
8
<PAGE> 10
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation and Employee Benefits Committee of the Board of Directors
(the "Committee"), composed of six independent directors and one independent
director of the Bank, administers the executive compensation program. None of
such members is or has been an officer or employee of the Company or of the
Bank. The Committee passes on all material issues relating to executive
compensation.
The philosophy of the Committee as it relates to executive compensation is
that the Chief Executive Officer (CEO) and other executive officers should be
compensated at competitive levels sufficient to attract, motivate and retain
talented executives who are capable of leading the Company and the Bank in
achieving their business objectives in an industry facing increasing
regulation, competition and change.
Annual compensation for the Company's senior management consists of base
salary and, when appropriate, bonus compensation. Salary levels of Company
executives are reviewed, and are normally adjusted, annually, and any bonuses
are normally awarded annually. In determining appropriate salaries, the
Committee considers: (1) The CEO's recommendations as to compensation for all
other executive officers; (2) the scope of responsibility, experience, time in
position and individual performance of each officer, including the CEO; and (3)
compensation levels at other banking institutions in the St. Louis metropolitan
area and in other metropolitan areas. The Committee's analysis is a subjective
process which utilizes no specific weighting or formula of the aforementioned
factors in determining executives' base salaries.
The Committee considers bonus compensation to be its primary motivational
method for encouraging and rewarding outstanding individual performance,
especially for the Bank's senior officers, and overall performance by the
Company and the Bank. Awards under the Company's bonus plan are granted by the
Committee based primarily upon: (1) performance of the Bank, (2) performance of
the individual officer and (3) recommendation of the CEO. In some years, no
bonuses are granted. The purpose of the bonus plan is to provide a special
incentive to each executive to maximize his or her individual performance and
the overall performance of the Bank. Especially for most senior officers,
bonus-to-salary ratios are sufficiently high so that an executive who is not
awarded a bonus will be compensated near the bottom of his industry peer group.
Bonuses are not based upon formulas or other objective criteria.
In setting salaries and bonuses, the Committee utilizes data reflecting
peer compensation within the banking industry. In October 1994 the Committee
received a report from Hay Management Consultants concerning the compensation
of the CEO, especially in relation to the compensation of similar executives in
the banking industry, and making recommendations in respect of the CEO's
compensation and benefit levels. A similar report was received from the same
company in October 1991, and it is the Committee's present intention to seek
advice from outside experts every few years. Annually, the Committee reviews
statistical data provided by the Company concerning compensation levels at
other banks and bank holding companies in the St. Louis metropolitan area.
In determining the total compensation package for the CEO for 1996, the
Committee considered all of the factors discussed above. Additionally, the
Committee considered the Bank's profitability, the high quality of the Bank's
loan portfolio, the record growth of the Bank's commercial loan portfolio
during the year, the management of the investment portfolio, the quality and
efficiency of the Bank's staff, and certain other factors relating to the
Bank's performance.
Lewis B. Shepley, Chairman
Alice C. Behan
William H.T. Bush
Franklin J. Cornwell, Jr.
Theodore P. Desloge, Jr.
Louis N. Goldring
Zsolt Rumy
9
<PAGE> 11
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 7, 1993 (the date of the Company's
initial public offering) with the cumulative total return, assuming
reinvestment of dividends, of (i) the NASDAQ Stock Market Index for United
States companies, and (ii) the NASDAQ Bank Stocks Index.
MISSISSIPPI VALLEY BANCSHARES, INC
CUMULATIVE TOTAL RETURN SINCE INITIAL PUBLIC OFFERING
07/07/93-12/31/96
[GRAPH]
NASDAQ NASDAQ
MVBI COMPOSITE (US) BANK STOCKS
---- -------------- -----------
7-7-93 100.000 100.000 100.000
9-30-93 119.332 108.590 107.253
12-31-93 110.335 110.722 104.641
3-31-94 112.738 106.065 103.375
6-30-94 117.069 101.107 111.589
9-30-94 145.942 109.478 112.825
12-31-94 134.436 108.229 104.260
3-31-95 137.957 117.987 114.151
6-30-95 171.669 134.957 126.029
9-30-95 207.506 151.212 142.262
12-31-95 203.313 153.057 155.282
3-31-96 224.905 160.206 161.451
6-30-96 253.458 173.283 164.139
9-30-96 290.201 179.454 181.882
12-31-96 338.974 188.272 205.261
CERTAIN 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 borrowings and
investments in certificates of deposit and repurchase agreements. 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 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 1996, 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 $38 million,
which represented approximately 50% of the Company's consolidated shareholders'
equity at that date.
Frederick O. Hanser, a director and shareholder of the Company, is of
counsel to the law firm of Armstrong, Teasdale, Schlafly & Davis, counsel to
the Company and the Bank.
10
<PAGE> 12
PRINCIPAL SHAREHOLDERS
The following tables set forth as of December 31, 1996, certain information
concerning the ownership of Common Stock by each person who is known by the
Company to own beneficially more than 5% of such stock, by each director of the
Company, by each of the executive officers named in the Summary Compensation
Table, and by all directors and officers of the Company as a group:
<TABLE>
<CAPTION>
SHARES
OF COMMON PERCENT
NAME OF BENEFICIAL OWNER STOCK<F1> OF CLASS
------------------------ --------- --------
<S> <C> <C>
John T. Baumstark..................................................... 79,230 1.7%
Andrew N. Baur<F2><F3>................................................ 563,024 11.7%
Linn H. Bealke<F3><F4><F12>........................................... 175,587 3.7%
Alice C. Behan........................................................ 59,282 1.2%
William H.T. Bush<F5>................................................. 16,000 <F*>
Franklin J. Cornwell, Jr.............................................. 63,900 1.3%
Theodore P. Desloge, Jr.<F6>.......................................... 45,940 1.0%
Louis N. Goldring..................................................... 162,760 3.4%
Richard T. Grote<F7>.................................................. 38,816 <F*>
Frederick O. Hanser<F8>............................................... 34,280 <F*>
Michael D. Latta...................................................... 86,940 1.8%
Mont S. Levy<F9><F13>................................................. 101,420 2.1%
Stephen P. Marsh<F3><F14>............................................. 33,988 <F*>
Donna D. Lambert<F15>................................................. 58,680 1.2%
Lewis B. Shepley<F10>................................................. 60,855 1.3%
Paul M. Strieker<F3><F11>............................................. 26,366 <F*>
All Directors and Executive Officers as a Group (17
individuals)<F4>.................................................... 1,621,344 33.8%
<FN>
- --------
<F*> Less than one percent.
<F1> Assumes the exercise of debenture conversion rights and Options
outstanding and exercisable as of December 31, 1996 or within 60 days
thereafter, including those beneficially owned by the named person, as
follows: Mr. Baumstark, 4,840 Shares; Mr. Baur, 38,950 Shares; Mr.
Bealke, 13,500 Shares; Mrs. Behan, 3,960 Shares; Mr. Cornwell, 3,520
Shares; Mr. Desloge, 3,960 Shares; Mr. Goldring, 10,120 Shares; Mr.
Latta, 8,800 Shares; Mr. Levy, 4,400 Shares; Mr. Marsh, 4,510 Shares; Mr.
Shepley, 3,080 Shares; and Mr. Strieker, 2,130 Shares; all directors and
executive officers as a group, 103,650 Shares.
<F2> Includes 8,360 Shares held in a trust of which Mr. Baur is one of two
co-trustees and as to which he has shared voting and dispositive power.
<F3> Includes Shares held in the Company's 401(k) Retirement Savings Plan for
the benefit of the named person, as to which the named person has sole
dispositive power, but no voting power, as follows: Mr. Baur, 12,114
Shares; Mr. Bealke, 12,303 Shares; Mr. Marsh, 6,318 Shares; Mr. Strieker,
5,408 Shares; and all directors and executive officers as a group, 40,694
Shares.
<F4> Excludes 11,380 Shares held by Mr. Bealke's spouse, of which 4,820 Shares
are in his spouse's IRA Plan in which Mr. Bealke has investment power.
<F5> Excludes Debentures convertible into 4,400 Shares held by Mr. Bush's
spouse.
<F6> Shares held by Bloom & Desloge Enterprises, Inc., a corporation
controlled by Mr. Desloge.
<F7> Includes 4,000 Shares held by Mr. Grote's minor children.
<F8> Excludes 13,200 Shares held by Mr. Hanser's spouse.
<F9> Includes 75,200 Shares, and Debentures convertible into 4,400 Shares,
held in two trusts as to which Mr. Levy serves as a co-trustee and has
shared voting and dispositive power.
11
<PAGE> 13
<F10> Includes 17,775 Shares held by The Reliable Life Insurance Company, of
which Mr. Shepley is Executive Vice president and Chief Financial Officer,
a director, and a member of the Investment Committee, and as to which
Shares he has shared voting and dispositive power.
<F11> Excludes 1,000 Shares held by Mr. Strieker's spouse.
<F12> Includes Debentures convertible into 2,200 Shares held by the Bealke
Family Trust of which Mr. Bealke is one of two Trustees and as to which he
has shared voting and investment power.
<F13> Excludes 100 Shares held by Mr. Levy's spouse.
<F14> Includes Debentures convertible into 880 Shares held as Custodian for
minor children.
<F15> Excludes 8,700 Shares held by Mrs. Lambert's spouse.
</TABLE>
For purposes of the table, a person is deemed to be a beneficial owner of
Shares if the person has or shares the power to vote or to dispose of them.
Unless otherwise indicated in the footnotes, each person had sole voting and
dispositive power over the Shares listed in the beneficial ownership table. The
shareholders disclaim beneficial ownership in the Shares described in the
footnotes as being "held by" or "held for the benefit of" other persons.
The address of Mr. Baur is 700 Corporate Park Drive, St. Louis, Missouri 63105.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
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 1996 all Section 16(a) filing requirements were
complied with except that Mr. Baumstark reported on Form 5 four purchase
transactions which should have been reported on Form 4.
12
<PAGE> 14
APPROVAL OF AMENDMENT TO THE MISSISSIPPI
VALLEY BANCSHARES, INC. 1991 STOCK OPTION PLAN
At the Annual Meeting, the Stockholders will be presented with a proposal
to approve the adoption of amendments to the Company's 1991 Stock Option Plan
(Five-Year Options) (the "Plan") (i) to increase the number of Shares
authorized for options from 370,000 to 570,000 less the number of Shares
subject to outstanding options under the Company's 1988 Stock Option Plan, (ii)
to extend by three years to December 31, 2001 the date by which options may be
granted under the Plan and (iii) to increase the maximum number of Shares under
a single option from 12,000 to 15,000. The Plan was adopted by the Company's
Board of Directors ("Board") in December, 1991, and by the Stockholders in
April, 1993. The amendments to the Plan were adopted by the Board on January
22, 1997, subject to Stockholder approval.
The Board believes that, in order to retain, motivate and attract key
personnel essential to the continued success of the Company, it is necessary to
maintain its current practice of providing meaningful option grants to officers
of the Bank. The Board believes that stock options have played a critical role
in recent years in motivating Company management to build a growing, highly
competitive business, while also delivering a consistently strong financial
performance record with corresponding stock price appreciation.
The Plan helps stimulate a deeper commitment to the Company, minimize
management turnover and reward continuous improvement in its financial
performance. The Board believes that providing management with this program of
consistent stock option grants is an appropriate method for aligning the
interest of management with its Stockholders. The issuance of optioned Shares
will only occur if management has delivered increased value to the Stockholders
in the form of an appreciation in the price of the Company's Common Stock
during the term of the options granted under the Plan.
A brief description of the material features of the Plan as it is proposed
to be amended is as follows.
GENERAL
The Plan authorizes the granting of non-qualified stock options. Options
may be granted under the Plan through December 31, 2001, unless the Plan is
earlier terminated. The Plan may, subject to rights under options previously
granted, be wholly or partially amended or otherwise modified, suspended or
terminated at any time by the Board or its Executive Committee, but Stockholder
approval is required to increase the number of Shares that may be issued under
the Plan or to modify the Plan in a manner requiring Stockholder approval under
Rule 16b-3 of the Securities and Exchange Commission. The Plan is not subject
to the provisions of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"), and is not a qualified plan under Section 401 (a) of the
Internal Revenue Code of 1986, as amended (the "Code"). Proceeds received by
the Company from the sale of Common Stock pursuant to the exercise of options
granted under the Plan will be used for general corporate purposes.
SECURITIES SUBJECT TO THE PLAN
The aggregate number of Shares which may be issued upon exercise of options
granted under the Plan shall not exceed 570,000 less the number of Shares
subject to outstanding or exercised options under the Company's 1988 Stock
Option Plan.
If an option expires or is canceled without having been fully exercised,
the number of Shares as to which such option was not exercised prior to its
expiration or cancellation may again be optioned under the Plan.
ADMINISTRATION OF THE PLAN
The Plan provides for administration by the Compensation and Employee
Benefits Committee of the Board (the "Committee"). In addition to
administering the Plan, the Committee is also authorized to interpret the Plan
and the Stock Option Agreements (defined below), to adopt such rules for the
administration, interpretation and application of the Plan as are consistent
therewith and to interpret, amend or revoke any such rules. Members of the
Committee receive such compensation for their services as is determined by the
Board. All expenses and liabilities that the members of the Committee incur in
connection with the administration of the Plan will be borne by the Company.
13
<PAGE> 15
ELIGIBILITY AND PARTICIPATION
Any officer of the Bank is eligible to be granted options. Directors of the
Company are eligible to be granted options if they are also employees of the
Bank. The Committee is authorized to select the individuals to whom options are
to be granted, to determine the number of Shares to be subject to such options
and to establish the terms and conditions of the options, consistent with the
Plan. In this respect, the Committee may consider recommendations of the Bank's
Chairman. The Company will enter into a written agreement ("Stock Option
Agreement") with each optionee specifying the terms of the option.
TERMS OF OPTIONS
GRANT OF OPTIONS. Each option shall be for the number of Shares prescribed
by the Committee, subject to a maximum of 15,000 Shares.
EXERCISABILITY OF OPTIONS. Each option is exercisable at such times and in
such installments (which may be cumulative) as the Committee may provide in the
terms of each individual option; provided, however, that an option may not be
exercised for more than twenty-five percent of the Shares subject to the option
for each full year elapsed since the grant of the option. An option may be
exercised for all Shares subject to it in the event of a change in control of
the Company.
Options are exercisable by written notice to the Company, specifying the
number of Shares being purchased and accompanied by payment of the purchase
price for such Shares. The option price may be paid in cash or by check. The
Committee may, as a condition to the exercise of any option, require that the
optionee deliver such representations and documents as it deems necessary to
effect compliance with applicable federal and state securities laws and
regulations. The Committee may also take whatever additional action it deems
appropriate to effect such compliance.
PURCHASE PRICE OF SHARES SUBJECT TO OPTIONS. The price of the Shares of
Common Stock subject to each option shall be set by the Committee, provided,
however, that the price per Share of an option shall not be less than 100% of
the closing price of a Share of the Company's Common Stock as quoted on the
NASDAQ National Market System on the day the option is granted. If Shares are
not traded on such date, then the closing price will be determined as of the
next preceding trading date during which a sale occurred.
NON-ASSIGNABILITY. Options may be transferred only by will or by the laws
of descent and distribution. During a participant's lifetime, options are
exercisable only by the participant. No option or interest or right therein
will be subject to disposition by transfer, alienation, pledge, encumbrance,
assignment or any other means, whether voluntary, involuntary or by operation
of law.
EXPIRATION OF OPTIONS. No option may be exercised to any extent after the
first to occur of the following events: (1) the expiration of five years from
the date the option was granted or (2) the termination of the optionee's
employment for any reason other than death, disability or incapacity or (3) the
expiration of ninety days from the date of termination of the optionee's
employment by reason of disability or incapacity or (4) the expiration of
ninety days from the date of the optionee's death. To the extent an option is
exercisable at the time of an optionee's death or termination of an optionee's
employment by reason of disability or incapacity, the optionee's personal or
legal representative may exercise the option on the optionee's behalf for
ninety days thereafter. No portion of an option that is unexercisable at
termination of employment may thereafter become exercisable.
Subject to the foregoing, the Committee will provide, in the terms of each
individual Stock Option Agreement, when such option expires and becomes
unexercisable.
ADJUSTMENTS UPON CHANGE IN CAPITALIZATION. If the outstanding Shares of
Common Stock subject to options are changed into or exchanged for a different
number or kind of shares of the Company or other securities of the Company by
reason of merger, consolidation, recapitalization, reclassification, stock
split, stock dividend or combination of Shares, the Committee will make an
appropriate and equitable adjustment in the number and kind of Shares as to
which all outstanding options, or portions thereof then unexercised, will be
exercisable, to the end that after such event the optionee's proportionate
interest will be maintained as before the occurrence of such event. Such
adjustment will be made without change in the total price applicable to the
option except as results from rounding of Share quantities or prices and with
any necessary corresponding adjustment in option price per Share. Any such
adjustment made by the Committee will be final and binding upon all optionees,
the Company and all other interested persons.
14
<PAGE> 16
TRANSFER RESTRICTIONS. Unless otherwise approved in writing by the
Committee, no Shares acquired upon exercise of any option by any officer (as
defined in Rule 16a-1(f) of the Securities and Exchange Commission) or director
may be sold, assigned, pledged, encumbered or otherwise transferred until at
least six months have elapsed from (but excluding) the date that such option
was granted. The Committee, in its discretion, may impose such other
restrictions on the transferability of the Shares purchasable upon the exercise
of an option as it deems appropriate. Any such other restriction shall be set
forth in the respective Stock Option Agreement and may be referred to on the
certificates evidencing such Shares.
CONTINUED EMPLOYMENT. Nothing in the Plan or in any Stock Option Agreement
will confer upon any optionee any right to continue in the employ of the
Company, the Bank or any subsidiary of the Company, or will interfere with or
restrict in any way the rights of the Company, the Bank or a subsidiary of the
Company, to discharge any optionee at any time for any reason whatsoever, with
or without cause.
NO RIGHTS AS A STOCKHOLDER. No holder of an option will be, nor have any
rights or privileges of, a Stockholder of the Company as to Shares covered by
such option until such Shares are issued by the Company and delivered to such
holder.
CONFORMITY TO SECURITIES LAWS. The Plan is intended to conform to the
extent necessary with all provisions of the Securities Act of 1933, as amended,
and the Exchange Act and any and all regulations and rules promulgated by the
Securities and Exchange Commission thereunder, including without limitation
Rule 16b-3. The Plan will be administered, and options will be granted and may
be exercised, only in such a manner as to conform to such laws, rules and
regulations.
FEDERAL INCOME TAX CONSEQUENCES
The following discussion is a general summary of the material federal
income tax consequences to participants in the Plan. The discussion is based on
the Code, regulations thereunder, rulings and decisions now in effect, all of
which are subject to change. The summary does not discuss all aspects of
federal income taxation that may be relevant to a particular participant in
light of such participant's personal investment circumstances. Also, state and
local income taxes are not discussed and may vary from locality to locality.
A holder of an option does not realize income as a result of the grant of
such option, but normally realizes compensation income taxable at ordinary
income rates upon such option's exercise to the extent the fair market value of
the Shares of Common Stock acquired on the date of the exercise of such option
exceeds the option exercise price paid. The Company (or other employer
corporation) will be entitled to a tax deduction in an amount equal to the
amount the optionee is required to include in ordinary income at the time of
such inclusion, and will be required to withhold taxes on such ordinary income.
At the time the option is exercised, the optionee (or his or her successor)
must make full payment to the Company of all amounts that must be withheld by
the Company for federal, state or local tax purposes.
The optionee's initial tax basis for Shares acquired upon the exercise of a
non-qualified stock option will be the option exercise price paid plus the
amount of ordinary income realized by the optionee. Any appreciation in the
value of such Shares may qualify for capital gains treatment depending upon the
applicable holding period.
AMENDMENTS TO PLAN
Stockholders are being asked to approve the following Plan amendments
adopted by the Directors, subject to shareholder approval, on January 22, 1997.
1. The number of Shares authorized for options is increased from 370,000 to
570,000, less the number of Shares subject to outstanding options under
the Company's 1988 Stock Option Plan.
2. The last date on which options may be granted under the Plan is extended
from December 31, 1998 to December 31, 2001.
3. The maximum number of Shares available under a single option is
increased from 12,000 to 15,000.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE
AMENDMENTS TO THE 1991 STOCK OPTION PLAN.
15
<PAGE> 17
SELECTION OF AUDITORS
Ernst & Young LLP were the auditors of the Company during the year ended
December 31, 1996 and also have been selected by the Board of Directors to
serve as auditors for the present year.
Ernst & Young LLP has served as the Company's independent auditors since
1984.
A representative of Ernst & Young 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
Stockholders.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR
RATIFICATION OF ITS SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS TO
AUDIT THE ACCOUNTS OF THE COMPANY AND ITS SUBSIDIARIES FOR 1997.
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 Stockholders" 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.
STOCKHOLDER 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 11,
1997. 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 and 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
CAROL B. DOLENZ
Secretary and Treasurer
March 11, 1997
St. Louis, Missouri
16
<PAGE> 18
MISSISSIPPI VALLEY BANCSHARES, INC.
700 CORPORATE PARK
SAINT LOUIS, MO 63105
(314) 268-2580
Dear Shareholder:
The annual meeting of Stockholders of Mississippi Valley Bancshares,
Inc. will be held at the St. Louis Science Center, in the Meeting
Room ABC, 5050 Oakland Avenue, St. Louis, Missouri 63110 on April 16,
1997 at 9:00 a.m. At the meeting Stockholders will elect four
directors.
It is important that your shares are represented at this meeting.
Whether or not you plan to attend the meeting, please review the
enclosed proxy material, complete the attached proxy form below, and
return it promptly in the envelope provided.
Detach Proxy Form Here
- --------------------------------------------------------------------------------
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE STOCKHOLDERS. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE
PROPOSALS SET FORTH IN ITEMS 2 AND 3, AND FOR THE MANAGEMENT NOMINEES FOR
DIRECTORS SET FORTH IN ITEM 1, AND IN ACCORDANCE WITH THE BEST JUDGMENT OF THE
PROXIES ON ANY OTHER BUSINESS WHICH PROPERLY COMES BEFORE THE MEETING.
DATED-----------------------, 1997
----------------------------------
----------------------------------
(SIGNATURE(S))
(This Proxy must be signed exactly
as the name appears hereon. If
acting as attorney, executor, or
trustee, or in a corporate or
representative capacity, please
sign name and title.)
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
<PAGE> 19
Detach Proxy Form Here
- --------------------------------------------------------------------------------
MISSISSIPPI VALLEY BANCSHARES, INC.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned hereby constitutes and appoints Andrew N. Baur and Linn H.
Bealke, 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 MISSISSIPPI VALLEY BANCSHARES, INC. at
the Annual Meeting of Stockholders to be held at 9:00 A.M., April 16, 1997, and
at any adjournments thereof on all matters properly coming before the meeting.
1. ELECTION OF DIRECTORS:
/ / FOR all nominees / / WITHHOLD AUTHORITY for all nominees
(except as marked to the Alice C. Behan, William H.T. Bush,
contrary) Franklin J. Cornwell Jr.,
Frederick O. Hanser
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
STRIKE A LINE THROUGH THE NOMINEE'S NAME.)
2. To consider and act upon a proposal to approve certain amendments to the
1991 Stock Option Plan, as described in the accompanying Proxy materials.
/ / FOR / / AGAINST / / ABSTAIN
3. Proposal to ratify the selection of Ernst & Young as independent accountants
for 1997.
/ / FOR / / AGAINST / / ABSTAIN
4. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
(Please sign and date on the reverse side)
<PAGE> 20
APPENDIX
Page 10 of the printed proxy contains a Performance Graph. The information
contained in the graph is depicted in the table that immediately follows
the graph.
