<PAGE>
<PAGE>
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
/X/ Definitive Proxy Statement Commission Only (as permitted
/ / Definitive Additional Materials by Rule 14a-6(e)(2))
/ / Soliciting Material 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>
<PAGE>
MISSISSIPPI VALLEY BANCSHARES, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON
APRIL 21, 1999
TO THE STOCKHOLDERS:
The Annual Meeting of Stockholders of Mississippi Valley
Bancshares, Inc. will be held at the Offices of KETC (Channel 9),
3655 Olive Street, St. Louis, Missouri 63108, on April 21, 1999, 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 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 1999; and
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 5, 1999 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 19, 1999
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>
<PAGE>
MISSISSIPPI VALLEY BANCSHARES, INC.
700 CORPORATE PARK DRIVE
ST. LOUIS, MISSOURI 63105
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 21, 1999
This Proxy Statement is being furnished to the holders of common
stock of Mississippi Valley Bancschares, Inc. (the "Company") on or
about March 19, 1999 in connection with the solicitation of proxies
on behalf of the Board of Directors (the "Board") of the Company for
use at the annual meeting of stockholders (the "Annual Meeting") to
be held on April 21, 1999 at the time and place and for the purposes
set forth in the accompanying Notice of Annual Meeting of
Stockholders, 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 5, 1999 (the "Record Date") will be entitled to
receive notice of and vote at the Annual Meeting. On the Record
Date, 9,495,912 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
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 31.9% 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.
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
2
<PAGE>
<PAGE>
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 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 19, 1999.
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 $6,000 annually and
$1,000 for each meeting of the Board or $550 for each committee
meeting 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: Andrew
N. Baur, Louis N. Goldring, Richard T. Grote, Mont S. Levy, and
Lewis B. Shepley, 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............................ 54 2001 President, Archway Sales, Inc. (Chemical
distributor); President, Jade Leasing
(leasing & warehousing); President, Jaruba
Corp. (leasing).
Andrew N. Baur............................... 54 1999 Chairman and Chief Executive Officer of
the Company and the Company's Subsidiary,
Southwest Bank of St. Louis (the "Bank");
Vice Chairman of the Company's Subsidiary,
Southwest Bank, Belleville; Director,
Rawlings Sporting Goods Company, Inc. Mr.
Baur is a nominee for reelection to the
Board.
Linn H. Bealke............................... 54 2001 President of the Company and Vice Chairman
of the Bank; Chairman of the Company's
Subsidiary, Southwest Bank, Belleville;
Director, Zoltek Companies, Inc.
Alice C. Behan............................... 53 2000 Private Investor.
3
<PAGE>
<PAGE>
<CAPTION>
TERM PRINCIPAL OCCUPATION
DIRECTOR AGE EXPIRES DURING PAST 5 YEARS
-------- --- ------- --------------------
<S> <C> <C> <C>
William H.T. Bush............................ 60 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..................... 56 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...................... 59 2001 President, Bloom & Desloge Enterprises,
Inc. (investments); Vice Chairman and
Director, Valley Forge Corp. (holding
company).
Louis N. Goldring............................ 57 1999 President, AVCORP, inc. (aircraft leasing
and management); Retired Vice Chairman and
Chief Executive Officer, Franklin Equity
Leasing Co. (automobile and equipment
leasing) 1979-1997. Mr. Goldring is a
nominee for reelection to the Board.
Richard T. Grote............................. 53 1999 Chairman, American Medical Claims, Inc.
(claims filing service). Mr. Grote is a
nominee for reelection to the Board.
Frederick O. Hanser.......................... 56 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 LLP (law
firm).
Donna D. Lambert............................. 59 2001 Private Investor.
Michael D. Latta............................. 57 2001 Chairman & CEO of Universe Corporation
(fabricator and installer of architectural
siding materials) since December, 1996;
President of Code 3 Holdings, Inc. through
December, 1995 and President and CEO of
Public Safety Equipment, Inc. (related
companies in the manufacture of emergency
warning systems) 1974-1995.
Mont S. Levy................................. 47 1999 Registered Investment Advisor, Buckingham
Asset Management; President, MSL
Investments; Member, BAM Advisor Services,
LLC. Mr. Levy is a nominee for reelection
to the Board.
Lewis B. Shepley............................. 59 1999 Senior Executive Vice President and Chief
Financial Officer, The Reliable Life
Insurance Company. Mr. Shepley is a
nominee for reelection to the Board.
</TABLE>
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE
BOARD OF DIRECTORS' SLATE OF NOMINEES STANDING FOR ELECTION.
4
<PAGE>
<PAGE>
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, several members of the Board of Directors of
the Bank and one member of the Board of Directors of Southwest Bank,
Belleville. 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 1998, 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 1998, reviews and recommends to the Board the salaries
and all other forms of compensation of the officers of the Company,
Southwest Bank of St. Louis and Southwest Bank, Belleville (the
"Banks").
During 1998, there were 4 regular meetings and 1 special meeting
of the Board of Directors. All directors 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 key executive officers
of the Banks, their ages as of December 31, 1998, and their
positions with the Company and the Banks 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............................... 54 Chairman and Chief Executive Officer of the
Company and the Bank; Vice Chairman of Southwest
Bank, Belleville.
Linn H. Bealke............................... 54 President of the Company and Vice Chairman and
Chief Operating Officer of the Bank; Chairman of
Southwest Bank, Belleville.
Paul M. Strieker............................. 47 Executive Vice President, Controller and Chief
Financial Officer, and Assistant Secretary of the
Company; Executive Vice President of the Bank.
Carol B. Dolenz.............................. 46 Secretary and Treasurer of the Company; Secretary
and Vice President of the Bank.
Stephen P. Marsh............................. 43 President of the Bank and Senior Loan Officer of
the Banks.
Mary P. Sherrill............................. 44 Vice Chairman and Chief of Bank Operations of the
Bank.
</TABLE>
5
<PAGE>
<PAGE>
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 $100,000
during 1998.
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
------------ ALL OTHER
ANNUAL COMPENSATION SECURITIES COMPENSATION
------------------------- UNDERLYING ------------
NAME AND PRINCIPAL POSITIONS YEAR SALARY ($) BONUS ($) OPTIONS (#) ($) <F1>
---------------------------- ---- ---------- --------- ----------- ------------
<S> <C> <C> <C> <C> <C>
Andrew N. Baur 1998 $293,629 $210,000 12,000 $30,328
Chairman and Chief Executive Officer of 1997 280,527 225,000 30,000 26,532
the Company and the Bank; Vice 1996 269,375 225,000 14,000 26,828
Chairman of Southwest Bank, Belleville
Linn H. Bealke 1998 $199,268 $175,000 10,600 $31,889
President of the Company and Vice 1997 190,692 160,000 14,000 27,449
Chairman and Chief Operating Officer 1996 183,406 160,000 11,400 27,548
of the Bank; Chairman of Southwest
Bank, Belleville
Stephen P. Marsh 1998 $147,735 $ 50,000 6,000 $ 5,676
President of the Bank and Senior Loan 1997 140,695 60,000 10,000 2,878
Officer of the Banks 1996 134,998 60,000 8,000 4,518
Mary P. Sherrill 1998 $103,333 $ 27,000 8,000 $ 3,936
Vice Chairman and Chief of Bank 1997 99,167 27,000 6,000 2,646
Operations of the Bank 1996 95,669 25,000 6,000 4,417
Paul M. Strieker 1998 $103,333 $ 20,000 4,000 $ 4,768
Executive Vice President, Controller and 1997 98,933 20,000 6,000 3,015
Chief Financial Officer and Assistant 1996 94,502 20,000 2,000 3,597
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 1998
are as follows:
<CAPTION>
401(k) PLAN LIFE INS. DIRECTOR'S
CONTRIBUTIONS BENEFITS FEES
------------- --------- ----------
<S> <C> <C> <C>
Mr. Baur.................................. $4,000 $1,728 $24,600
Mr. Bealke................................ 4,000 2,389 25,500
Mr. Marsh................................. 4,000 876 800
Mr. Strieker.............................. 2,952 1,016 800
Mrs. Sherrill............................. 3,177 759 --
</TABLE>
6
<PAGE>
<PAGE>
OPTION GRANTS IN 1998
The following table summarizes options granted during 1998 to
the executive officers named above, together with estimates of the
value of such options at the end of their five-year terms assuming
the market value of the Common Stock appreciates at an annual rate
of 5% or 10%.
<TABLE>
INDIVIDUAL GRANTS
<CAPTION>
PERCENT OF POTENTIAL REALIZABLE
NUMBERS OF TOTAL VALUE AT ASSUMED ANNUAL
SECURITIES OPTIONS RATES OF STOCK PRICE
UNDERLYING GRANTED TO APPRECIATION FOR
OPTIONS EMPLOYEES EXERCISE OPTION TERM
GRANTED IN FISCAL BASE PRICE EXPIRATION -----------------------
(#)<F1> YEAR ($/SH) DATE 5% ($) 10% ($)
---------- ---------- ---------- ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Mr. Baur......................... 12,000 12.05% $41.50 April 2003 $137,640 $304,080
Mr. Bealke....................... 10,600 10.64% $41.50 April 2003 $121,582 $268,604
Mr. Marsh........................ 6,000 6.02% $41.50 April 2003 $ 68,820 $152,040
Mrs. Sherrill.................... 8,000 8.03% $41.50 April 2003 $ 91,760 $202,720
Mr. Strieker..................... 4,000 4.02% $41.50 April 2003 $ 45,880 $101,360
<FN>
- -------
<F1> The options granted in 1998 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>
OPTIONS EXERCISED IN 1998 AND YEAR-END OPTION VALUES
The following table summarizes options exercised during 1998,
and the values of options outstanding on December 31, 1998, 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................................ 18,500 $548,938 18,500/49,000 $299,250/$502,594
Mr. Bealke.............................. -- -- 24,200/31,800 $473,763/$313,950
Mr. Marsh............................... 5,000 $167,969 11,750/19,250 $216,736/$189,702
Mrs. Sherrill........................... 2,000 $ 59,125 10,500/17,500 $203,532/$141,469
Mr. Strieker............................ 6,500 $154,688 2,000/11,000 $23,063/$93,844
</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>
<PAGE>
EMPLOYMENT AGREEMENTS
The Company and the Bank have entered into Management Retention
Agreements ("Retention Agreements") with ten of their respective
officers, including Mr. Marsh, Mrs. Sherrill 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
$146,000 per annum for Mr. Marsh, $104,000 per annum for Mrs.
Sherrill and $104,000 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 Company 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>
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 14
years of service and would have 25 years of service at age 65. Mr.
Marsh currently has 14 years of service and would have 36 years of
service at age 65. Mrs. Sherrill currently has 13 years of service
and would have 34 years of service at age 65. Mr. Strieker currently
has 11 years of service and would have 29 years of service at age
65.
8
<PAGE>
<PAGE>
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 Banks. 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 Banks 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 Banks' senior officers,
and overall performance by the Company and the Banks. Awards under
the Company's bonus plan are granted by the Committee based
primarily upon: (1) performance of the Banks, (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 Banks.
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
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 total compensation for officers for 1998, the
Committee considered the continuing increases in profits, the high
quality of the loan portfolio, the successful management of the
investment portfolio, the successful opening of the de novo bank in
Belleville, Illinois, the continuing growth of Southwest Bank of St.
Louis branches, and the quality and efficiency of the staff. It was
noted that commercial loan growth was lower than it had been in
previous years, and that was reflected in somewhat lower bonuses for
the responsible officers.
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>
<PAGE>
PERFORMANCE GRAPH
The following five-year 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 January
1, 1994 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
12/31/93-12/31/98
[GRAPH]
<TABLE>
<CAPTION>
12/31/1993 12/30/1994 12/29/1995 12/31/1996 12/31/1997 12/31/1998
<S> <C> <C> <C> <C> <C> <C>
Mississippi Valley Bancshares, Inc. 100.000 121.845 184.270 307.224 471.626 497.925
NASDAQ Composite (US) 100.000 97.752 138.256 170.015 208.580 293.209
NASDAQ Bank Stocks 100.000 99.636 148.383 195.908 328.018 324.902
</TABLE>
CERTAIN TRANSACTIONS
Some of the directors and officers of the Company and of the
Banks, and members of their immediate families and firms and
corporations with which they are associated, have had transactions
with the Banks, 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, 1998, 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 $49 million, which
represented approximately 44% 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 LLP, counsel to
the Company and the Banks.
10
<PAGE>
<PAGE>
PRINCIPAL STOCKHOLDERS
The following tables set forth as of December 31, 1998, 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>............................... 156,952 1.6%
Andrew N. Baur<F2><F3><F4>.......................... 1,136,627 11.7%
Linn H. Bealke<F2><F3><F5><F6>...................... 359,035 3.7%
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>........................ 35,000 <F*>
Louis N. Goldring................................... 322,385 3.3%
Richard T. Grote.................................... 57,198 <F*>
Frederick O. Hanser<F9>............................. 64,410 <F*>
Donna D. Lambert<F10>............................... 117,360 1.2%
Michael D. Latta<F11>............................... 163,880 1.7%
Mont S. Levy<F12><F13>.............................. 160,840 1.6%
Stephen P. Marsh<F2><F3><F14>....................... 74,539 <F*>
Lewis B. Shepley.................................... 85,817 <F*>
Mary P. Sherrill<F2><F3><F15>....................... 24,551 <F*>
Paul M. Strieker<F2><F3><F16>....................... 48,762 <F*>
All Directors and Executive Officers as a Group
(18 individuals)<F2><F3>.......................... 3,114,792 31.9%
<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, 1998 or within 60 days thereafter, including those
beneficially owned by the named person as follows: Mr. Baur 18,500, Mr.
Bealke 24,200, Mr. Marsh 12,688, Mrs. Sherrill 10,500, Mr. Strieker
2,000, all directors and executive officers as a group 73,988 Shares.
<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 25,571, Mr.
Bealke 25,927, Mr. Marsh 13,771, Mrs. Sherrill 13,051, Mr. Strieker
11,602, and all directors and officers as a group 99,906 shares.
<F4> Includes 10,456 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 12,000 shares held in a Charitable Trust of which Mr. Latta has
shared voting and investment power.
<F12> Includes 116,040 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.
11
<PAGE>
<PAGE>
<F14> Includes 1,788 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> Excludes 3,114 shares held by Mrs. Sherrill's spouse.
<F16> Excludes 2,000 shares held by Mr. Strieker'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
Directors and Executive Officers of the Company are required by
Section 16(a) of the Securities Exchange Act of 1934 to file certain
reports with the Securities and Exchange Commission detailing their
beneficial ownership of common stock and reporting changes in such
beneficial ownership. 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
1998 all Section 16(a) filing requirements were complied with on a
timely basis.
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 1,140,000 to
1,340,000 less the number of Shares subject to outstanding or
exercised options under the Company's 1988 Stock Option Plan, (ii)
to permit participation by any of the officers of the Company or any
of its subsidiaries (rather than just the Bank), and (iii) to extend
by three years to December 31, 2004 the date by which options may be
granted under the Plan. The Plan was originally adopted by the
Company's Board in December, 1991, and by the Stockholders in April,
1993. These amendments to the Plan were adopted by the Executive
Committee of the Board on February 17, 1999 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 Company and
its subsidiaries. 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, 2004,
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
12
<PAGE>
<PAGE>
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 1,340,000 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 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.
ELIGIBILITY AND PARTICIPATION
Any officer of the Company and its subsidiaries is eligible to
be granted options. Directors of the Company are eligible to be
granted options if they are also employees of the Company or its
subsidiaries. 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 Company'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 by 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
13
<PAGE>
<PAGE>
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.
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 or any subsidiary of the Company, or will
interfere with or restrict in any way the rights of the Company, or
any 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, 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, ruling 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.
14
<PAGE>
<PAGE>
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 THE PLAN
Stockholders are being asked to approve the following Plan
amendments adopted by the Directors, subject to shareholder
approval, on February 17, 1999.
1. The number of Shares authorized for options is increased from
1,140,000 to 1,340,000, less the number of Shares subject to
outstanding or exercised options under the Company's 1988
Stock Option Plan.
2. The Plan is amended to permit participation by any of the
officers of the Corporation or any of its subsidiaries.
3. The last date on which options may be granted under the Plan
is extended from December 31, 2001 to December 31, 2004.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR
THE AMENDMENTS TO THE 1991 STOCK OPTION PLAN.
SELECTION OF AUDITORS
Ernst & Young LLP were the auditors of the Company during the
year ended December 31, 1998 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 1999.
15
<PAGE>
<PAGE>
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 at 700
Corporate Park Drive, St. Louis, Missouri 63105 not later than
November 20, 1999. 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.
In addition, if a stockholder fails to notify the Company on or
before February 3, 2000 of a proposal which such stockholder intends
to present at next year's Annual Meeting other than through
inclusion of such proposal in the Company's proxy materials for the
meeting, then management proxies may use their discretionary voting
authority with respect to such proposal if it is presented at the
meeting.
By Order of the Board of Directors
CAROL B. DOLENZ
Secretary and Treasurer
March 19, 1999
St. Louis, Missouri
16
<PAGE>
<PAGE>
Please mark
your votes as / X /
indicated in
this example
1. ELECTION OF DIRECTORS:
FOR all WITHHOLD (INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR
nominees AUTHORITY ANY INDIVIDUAL NOMINEE, STRIKE A LINE THROUGH
(except as for all THE NOMINEE'S NAME.)
marked to the nominees
contrary) Andrew N. Baur, Louis N. Goldring,
Richard T. Grote, Mont S. Levy, Lewis B. Shepley
/ / / /
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 LLP
as independent accountants for 1999.
FOR AGAINST ABSTAIN
/ / / / / /
4. In their discretion, the Proxies are authorized to
vote upon such other business as may properly come
before the meeting.
This Proxy when properly executed, will be voted in the manner
directed herein by the 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:__________________________________________________, 1999
______________________________________________________________
______________________________________________________________
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
- -------------------------------------------------------------------------------
^ FOLD AND DETACH HERE ^
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 Offices of KETC (Channel 9), 3655 Olive Street, St. Louis,
Missouri 63108 on April 21, 1999 at 9:00 a.m., St. Louis time. 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.
<PAGE>
<PAGE>
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 21, 1999, and
at any adjournments thereof on all matters properly coming before the meeting.
(Please sign and date on the reverse side)
- -------------------------------------------------------------------------------
^ FOLD AND DETACH HERE ^
<PAGE>
<PAGE>
APPENDIX
Page 10 of the printed proxy statement contains a
Cumulative Total Return Graph. The information plotted
in the graph has been presented in a tabular format that
may be processed by the EDGAR system.
