<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:
[ X ] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Materials Pursuant to Rule 14a-11(c) or Rule 14a-12
Mississippi Valley Bancshares, Inc.
- ------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- ------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ X ] No Fee required
[ ] Fee computed on table below per Exchange Act Rules 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
MISSISSIPPI VALLEY BANCSHARES, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be held on
April 15, 1998
TO THE STOCKHOLDERS:
The Annual Meeting of Stockholders of Mississippi Valley Bancshares,
Inc. will be held at the Tower Grove Park Palm House, 4255 Arsenal Street,
St. Louis, Missouri 63110, on April 15, 1998, at 9:00 A.M., St. Louis time,
for the following purposes:
1. To elect five Directors, each to serve for a three-year term;
2. To consider and act upon a proposal to approve an amendment to
the Articles of Incorporation to increase the Company's authorized
common shares from 15,000,000 to 20,000,000;
3. To consider and act upon ratification of the selection of
Ernst & Young LLP as independent accountants for 1998;
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 2, 1998 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 , 1998
---
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 15, 1998
This Proxy Statement is being furnished to the common stockholders of
Mississippi Valley Bancschares, Inc. (the "Company") on or about March 10,
1998 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 15, 1998 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 2,
1998 (the "Record Date") will be entitled to receive notice of and vote at the
Annual Meeting. On the Record Date, shares of Common Stock were
-------------
outstanding. Holders of Common Stock (the "Common 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
amendment to the Articles of Incorporation requires the affirmative vote of
holders of a majority of the Shares entitled to vote and ratification of the
selection of independent accountants requires the affirmative vote of holders
of a majority of the Shares 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, or ratification of the selection of
independent accountants; abstentions and broker non-votes are the equivalent
of negative votes for purposes of approval of the proposed Amendment to the
Articles of Incorporation.
Management of the Company ("Management"), together with members of the
Board of Directors of the Company, in the aggregate, directly or indirectly
controls approximately % of the Shares 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.
2
<PAGE> 4
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
--- ---
proposed amendment to the Articles of Incorporation and ratification of the
recommended 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, 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 for expenses incurred therewith. The cost of solicitation
of proxies will be borne by the Company.
-----------------------------
The date of this Proxy Statement is March 10, 1998.
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 $1,000 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: John T.
Baumstark, Linn H. Bealke, Theodore P. Desloge, Jr., Donna D. Lambert, and
Michael D. Latta, 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 53 1998 President, Archway Sales, Inc. (Chemical
distributor); President, Jade Leasing
(leasing & warehousing); President, Jaruba
Corp. (leasing). Mr. Baumstark is a nominee
for reelection to the Board.
Andrew N. Baur 53 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 53 1998 President of the Company and Vice
Chairman of the Bank; Director, Zoltek
Companies, Inc. Mr. Bealke is a nominee for
reelection to the Board.
Alice C. Behan 52 2000 Private Investor.
4
<PAGE> 6
<CAPTION>
Term Principal Occupation
Director Age Expires During Past 5 Years
-------- --- ------- --------------------
<S> <C> <C> <C>
William H.T. Bush 59 2000 Chairman, Bush-O'Donnell & Co., Inc.
(Investment Advisor and merchant banking firm);
Director, Intrav, Inc.; Director D T
Industries, Inc.; Director, Right Choice
Managed Care, Inc.
Franklin J. Cornwell, Jr. 55 2000 Private Investor. Vice President, Ralston
Purina Co. and CEO of Ralston Purina
International (diversified consumer products
company) through May, 1995.
Theodore P. Desloge, Jr. 58 1998 President, Bloom & Desloge Enterprises, Inc.
(investments); Vice Chairman and Director,
Valley Forge Corp. (holding company).
Mr. Desloge is a nominee for reelection to
the Board.
Louis N. Goldring 56 1999 President, AVCORP, Inc. (aircraft leasing
and management); Vice Chairman and Chief
Executive Officer, Franklin Equity Leasing
Co. (automobile and equipment leasing)
1979-1997.
Richard T. Grote 52 1999 President, Grote Financial Futures, Ltd.
(financial advisory services); Chairman,
American Medical Claims, Inc. (claims
filing service).
Frederick O. Hanser 55 2000 Chairman, St. Louis Cardinals, L.P.
(national league baseball club) since
January, 1996; Of counsel since April, 1996
and Partner for more than five years prior
thereto - Armstrong, Teasdale, Schlafly &
Davis (law firm).
Donna D. Lambert 58 1998 Private Investor. Mrs. Lambert is a
nominee for reelection to the Board.
5
<PAGE> 7
<CAPTION>
Term Principal Occupation
Director Age Expires During Past 5 Years
-------- --- ------- --------------------
<S> <C> <C> <C>
Michael D. Latta 56 1998 Chairman & CEO of Universe Corporation
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
(related companies in the manufacture of
emergency warning systems).
Mr. Latta is a nominee for reelection.
Mont S. Levy 46 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 58 1999 Executive Vice President and Chief
Financial Officer, The Reliable Life
Insurance Company.
</TABLE>
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS 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 1997, 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.
6
<PAGE> 8
The Compensation and Employee Benefits Committee, which met 3 times
during 1997, reviews and recommends to the Board the salaries and all other
forms of compensation of the Company's and the Bank's officers.
During 1997, there were 4 regular meetings and 1 special meeting of the
Board of Directors. All directors other than Mrs. Lambert 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, 1997, 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.
<TABLE>
<CAPTION>
Name Age Positions
---- --- ---------
<S> <C> <C>
Andrew N. Baur 53 Chairman and Chief Executive Officer of
the Company and the Bank.
Linn H. Bealke 53 President of the Company and Vice Chairman
of the Bank.
Paul M. Strieker 46 Executive Vice President, Controller and
Chief Financial Officer, and Assistant
Secretary of the Company; Executive
Vice President of the Bank.
Carol B. Dolenz 45 Secretary and Treasurer of the Company;
Secretary and Vice President of the Bank.
Stephen P. Marsh 42 Executive Vice President and Senior Loan
Officer of the Bank.
</TABLE>
7
<PAGE> 9
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 $100,000 during 1997.
<TABLE>
<CAPTION>
Long Term
Compensation
------------ All Other
Annual Compensation Securities Compensation
---------------------------- Underlying ------------
Name and Principal Position Year Salary ($) Bonus ($) Options (#) ($)<F1>
- --------------------------- ---- ---------- --------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Andrew N. Baur 1997 $280,527 $225,000 30,000 $26,532
Chairman and Chief Executive Officer 1996 269,375 225,000 14,000 26,828
of the Company and the Bank 1995 258,689 200,000 30,000 25,128
Linn H. Bealke 1997 $190,692 $160,000 14,000 $27,449
President of the Company and 1996 183,406 160,000 11,400 27,548
Vice Chairman of the Bank 1995 167,989 125,000 20,000 25,772
Stephen P. Marsh 1997 $140,695 $60,000 10,000 $2,878
Executive Vice President and 1996 134,998 60,000 8,000 4,518
Senior Loan Officer of the Bank 1995 127,426 40,000 7,000 4,470
Paul M. Strieker 1997 $98,933 $20,000 6,000 $3,015
Executive Vice President, Controller 1996 94,502 20,000 2,000 3,597
and Chief Financial Officer and 1995 89,416 13,000 6,000 3,221
Assistant Secretary of the Company
and Executive Vice President of the
Bank
<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
1997 are as follows:
<CAPTION>
401(k) Plan Life Ins. Director's
Contributions Benefits Fees
------------- -------- ----------
<S> <C> <C> <C>
Mr. Baur $2,054 $1,728 $22,750
Mr. Bealke 2,054 2,345 23,050
Mr. Marsh 2,054 824 --
Mr. Strieker 2,054 961 --
</TABLE>
8
<PAGE> 10
OPTION GRANTS IN 1997
The following table summarizes options granted during 1997 to the
executive officers named above, together with estimates of the value of such
options at the end of their five-year terms assuming the market value of the
Common Stock appreciates at an annual rate of 5% or 10%.
<TABLE>
INDIVIDUAL GRANTS
<CAPTION>
Percent of Potential Realizable
Numbers of Total Value at Assumed Annual
Securities Options Rates of Stock Price
Underlying Granted to Appreciation For
Options Employees Exercise Option Term
Granted in Fiscal Base Price Expiration ---------------------
(#)<F1> Year ($/SH) Date 5% ($) 10% ($)
---------- ---------- ---------- ---------- ------ -------
<S> <C> <C> <C> <C> <C> <C>
Mr. Baur 30,000 7.58% $24.4375 July 2002 $202,500 $447,600
Mr. Bealke 14,000 3.54% $24.4375 July 2002 $ 94,500 $208,880
Mr. Marsh 3,750 .95% $21.6875 Jan. 2002 $ 22,500 $ 49,725
Mr. Marsh 6,250 1.58% $24.4375 July 2002 $ 42,188 $ 93,250
Mr. Strieker 6,000 1.52% $24.4375 July 2002 $ 40,500 $ 89,520
------------------------------------
<FN>
<F1> The options granted in 1997 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>
9
<PAGE> 11
OPTIONS EXERCISED IN 1997 AND YEAR-END OPTION VALUES
The following table summarizes options exercised during 1997, and the
values of options outstanding on December 31, 1997, 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/
Exercise # Realized $ Unexercisable # Unexercisable $
Name ---------- ---------- --------------- ---------------
----
<S> <C> <C> <C> <C>
Mr. Baur -- -- 18,500/55,500 $367,406/$718,594
Mr. Bealke -- -- 12,850/32,550 $257,559/$462,053
Mr. Marsh -- -- 10,500/19,500 $230,000/$262,062
Mr. Strieker -- -- 5,000/10,500 $108,282/$134,906
</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.
10
<PAGE> 12
EMPLOYMENT AGREEMENTS
The Company and the Bank have entered into Management Retention
Agreements ("Retention Agreements") with ten 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 $139,000
per annum for Mr. Marsh and $100,000 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:
11
<PAGE> 13
<TABLE>
RETIREMENT AND SUPPLEMENTAL PLANS TABLE
<CAPTION>
YEARS OF SERVICE
--------------------------------------------------------------------------
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 13 years of service and would have 25 years
of service at age 65. Mr. Marsh currently has 13 years of service and would
have 36 years of service at age 65. Mr. Strieker currently has 10 years of
service and would have 29 years of service at age 65.
12
<PAGE> 14
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.
13
<PAGE> 15
In setting salaries and bonuses, the Committee utilizes data reflecting
peer compensation within the banking industry. In October 1997 the Committee
received a report from Hay Management Consultants concerning the compensation
of the CEO and selected executive officers, especially in relation to the
compensation of similar executives in the banking industry, and making
recommendations in respect of compensation and benefit levels. Similar
reports were received from the same company in October 1994 and in October
1991. 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
1997, 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 growth of the Bank's commercial loan
portfolio during the year, the record deposit growth of the Bank 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
14
<PAGE> 16
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.
[GRAPH]
<TABLE>
MISSISSIPPI VALLEY BANCSHARES, INC.
Cumulative Total Return Since Initial Public Offering
07/07/93-12/31/97
<CAPTION>
NASDAQ NASDAQ
MVBI BANKS COMPOSITE
---- ------ ---------
<S> <C> <C> <C>
7/7/93 100.000 100.000 100.000
12/31/93 110.335 104.641 110.725
12/31/94 134.436 104.260 108.235
12/31/95 203.313 155.273 153.071
12/31/96 338.974 204.996 188.269
12/31/97 520.366 346.325 231.032
</TABLE>
15
<PAGE> 17
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 31, 1997, the aggregate outstanding amount of all loans to
officers and directors of the Company and to firms and corporations in which
they have at least a 10% beneficial interest was approximately $40 million,
which represented approximately 43% 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.
16
<PAGE> 18
PRINCIPAL STOCKHOLDERS
The following tables set forth as of December 31, 1997, 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 OF CLASS
- ------------------------ --------- --------
<S> <C> <C>
John T. Baumstark<F1> 159,795 1.6%
Andrew N. Baur<F2><F3><F4> 1,137,850 11.7%
Linn H. Bealke<F2><F3><F5><F6> 347,152 3.6%
Alice C. Behan 112,564 1.2%
William H.T. Bush<F7> 32,000 <F*>
Franklin J. Cornwell, Jr. 127,800 1.3%
Theodore P. Desloge, Jr.<F8> 44,000 <F*>
Louis N. Goldring 325,520 3.3%
Richard T. Grote 69,632 <F*>
Frederick O. Hanser<F9> 64,410 <F*>
Donna D. Lambert<F10> 117,360 1.2%
Michael D. Latta<F11> 167,880 1.6%
Mont S. Levy<F12><F13> 190,840 2.0%
Stephen P. Marsh<F2><F3><F14> 72,874 <F*>
Lewis B. Shepley<F15> 122,026 1.3%
Paul M. Strieker<F2><F3><F16> 51,442 <F*>
All Directors and Executive Officers as a
Group (17 individuals) 3,175,253 32.6%
<FN>
- --------------------------
<F*> less than one percent
<F1> Excludes 1,400 shares owned by daughter's trust.
<F2> Assumes the exercise of Options outstanding and exercisable as
of December 31, 1997 or within 60 days thereafter, including
those beneficially owned by the named person as follows: Mr.
Baur 18,500, Mr. Bealke 12,850, Mr. Marsh 11,438, Mr. Strieker
5,000, all directors and executive officers as a group 52,588
Shares.
17
<PAGE> 19
<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 25,050, Mr. Bealke 25,355, Mr. Marsh 13,355,
Mr. Strieker 11,282, and all directors and officers as a group
84,678.
<F4> Includes 16,720 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.
<F5> Excludes 13,120 shares held by Mr. Bealke's spouse, and includes
9,640 shares in his spouse's IRA Plan in which Mr. Bealke has
investment power.
<F6> Includes 4,400 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.
<F7> Excludes 8,800 shares held by Mr. Bush's spouse.
<F8> Shares held by Bloom & Desloge Enterprises, Inc., a corporation
controlled by Mr. Desloge.
<F9> Excludes 26,400 shares held by Mr. Hanser's spouse.
<F10> Excludes 19,400 shares held by Mrs. Lambert's spouse.
<F11> Includes 16,000 shares held in a Charitable Trust of which Mr.
Latta has shared voting and investment power.
<F12> Includes 147,200 shares, held in two trusts as to which Mr. Levy
serves as a co-trustee and has shared voting and dispositive
power.
<F13> Excludes 200 shares held by Mr. Levy's spouse.
<F14> Includes 1,760 shares held as Custodian for minor children, and
24,040 shares held in his spouse's Revocable Trust in which Mr.
Marsh has investment power.
<F15> Includes 35,867 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.
<F16> Excludes 2,000 shares held by Mr. Strieker's spouse.
</TABLE>
18
<PAGE> 20
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 1997 all Section 16(a) filing requirements were
complied with except that Mr. Baumstark reported late on Form 4 one purchase
transaction, that Mr. Levy reported on Form 5 four sale transactions which
should have been reported on Form 4; and Mr. Hanser reported on Form 5 one
sale transaction which should have been reported on Form 4.
PROPOSED AMENDMENT TO THE ARTICLES OF INCORPORATION
TO INCREASE AUTHORIZED SHARES OF COMMON STOCK
The Board of Directors has adopted a resolution, subject to stockholder
approval, to amend the Company's Articles of Incorporation to increase the
number of authorized shares of $1.00 par value Common Stock from 15,000,000
Shares to 20,000,000 Shares. The resolution reads as follows:
"That Section A of Article 3 of the Articles of Incorporation be,
and the same hereby is, amended to read in its entirety as
follows:
A. CLASSES AND NUMBER OF SHARES.
The total number of shares of all classes of stock which the Corporation
shall have authority to issue is 20,100,000 shares consisting of
20,000,000 shares of Common Stock, $1.00 par value, and 100,000 shares
of Preferred Stock, $1.00 par value."
As of December 31, 1997, there were issued and outstanding 9,519,212
shares of the Common Stock with an additional 886,250 Shares reserved for
issuance pursuant to the Company's 1991 Stock Option Plan and 401(k) Plan. At
December 31, 1997, the Company had 4,594,538 shares of authorized, unissued
and unreserved shares of Common Stock and 100,000 shares of Preferred Stock
available for future issuance. There are no shares of Preferred Stock
19
<PAGE> 21
Outstanding. The Board of Directors has no current plans with respect to the
issuances of shares of its existing authorized and unreserved Common Stock or
Preferred Stock. In the past, the Board of Directors has utilized authorized
and unissued Shares for (i) private and public sale and the offering of the
Company's Convertible Debentures and Warrants to finance the Company's
continuing growth, (ii) stock splits and (iii) employee stock options and
purchases by the Company's 401(k) Plan. Although the Board of Directors has
no current plan for the issuance of any of the additional authorized Shares,
the Board of Directors believes that the recommended increase in the number of
authorized Shares will give it the flexibility to timely meet the equity
capital requirements of the Company's business in the future, will provide
Shares for options and other forms of employee incentive compensation, and for
possible corporate acquisitions, stock dividends and other forms of capital
adjustments.
If the increase in authorized Shares is approved, there will be
9,594,538 authorized but unissued (and unreserved) shares of common stock
available for future utilization. Once authorized in the Articles of
Incorporation, shares of Common Stock may be issued by the Board of Directors
without further authorization from the Stockholders. Holders of the Common
Stock have no preemptive rights with respect to the issuance of additional
Shares. Although the Company is not presently aware of any proposed tender
offer or other takeover attempt, Stockholders should be aware that the Board
of Directors could utilize the increased number of authorized Shares
defensively against an actual or potential takeover threat, including, for
example, (i) the issuance of Shares in a private placement transaction which
could have the effect of diluting the Common Stock ownership of a person
seeking to obtain control of the Company, (ii) in conjunction with a
Stockholders' rights plan (so-called "poison-pill"), or (iii) in exchange for
stock or assets of another corporation or entity, in each such case without
further approval of the Stockholders. The Board of Directors has no current
intention of taking any such action or instituting any such plan.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE
ADOPTION OF THE PROPOSED AMENDMENT TO THE ARTICLES OF INCORPORATION TO
INCREASE THE NUMBER OF AUTHORIZED SHARES.
SELECTION OF AUDITORS
Ernst & Young LLP were the auditors of the Company during the year ended
December 31, 1997 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 1998.
20
<PAGE> 22
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 10, 1998. 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 10, 1998
St. Louis, Missouri
21
<PAGE> 23
MISSISSIPPI VALLEY BANCSHARES, INC.
700 CORPORATE PARK DRIVE
SAINT LOUIS, MISSOURI 63105
(314) 268-2580
Dear Shareholder:
The annual meeting of Stockholders of Mississippi Valley Bancshares, Inc. will
be held at the Tower Grove Park Palm House, 4255 Arsenal Street, St. Louis,
Missouri 63110 on April 15, 1998 at 9:00 a.m. At the meeting Stockholders
will elect five 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 , 1998
-----------------------------------
----------------------------------------
----------------------------------------
(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> 24
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 15,
1998, and at any adjournments thereof on all matters properly coming before
the meeting.
1. ELECTION OF DIRECTORS:
/ / FOR all nominees / / WITHHOLD AUTHORITY for all
(except as marked to nominees John T. Baumstark,
the contrary) Linn H. Bealke, Theodore P. Desloge, Jr.,
Donna D. Lambert, Michael D. Latta
(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 an amendment to the
Articles of Incorporation to increase the Company's authorized common
shares from 15,000,000 to 20,000,000, as described in the accompanying
Proxy materials.
/ / FOR / / AGAINST / / ABSTAIN
3. Proposal to ratify the selection of Ernst & Young as independent
accountants for 1998.
/ / 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> 25
APPENDIX
Page 15 of the printed proxy contains a Performance Graph. The information
contained in the graph is depicted in the table that immediately follows
the graph.
