GREAT SOUTHERN BANCORP, INC.
1451 E. Battlefield
Springfield, Missouri 65804
(417) 887-4400
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on October 16, 1996
NOTICE IS HEREBY GIVEN that the 1996 Annual Meeting of the
Stockholders (the "Annual Meeting") of Great Southern Bancorp, Inc.
("Bancorp") will be held at the Ramada Inn, 3220 Rangeline, Joplin,
Missouri, on October 16, 1996, at 10:00 a.m., local time.
A Proxy Statement and Proxy Card for the Annual Meeting are
enclosed herewith. The Annual Meeting is for the purpose of considering
and voting upon the following matters:
1. The election of two directors for a term of three years each;
2. The approval of an amendment to the Certificate of Incorporation to
increase authorized Common Stock;
3. The ratification of the selection of Baird, Kurtz and
Dobson as independent auditors of Bancorp for the fiscal year ending June
30, 1997; and
4. Such other matters as may properly come before the Annual Meeting
or any adjournments thereof.
Pursuant to the Bylaws of Bancorp, the Board of Directors has fixed
August 30, 1996 as the record date for the determination of stockholders
entitled to notice of and to vote at the Annual Meeting and at any
adjournments thereof. Only record holders of the common stock of Bancorp
as of the close of business on that date will be entitled to vote at the
Annual Meeting or any adjournments thereof.
The Board of Directors of Bancorp unanimously recommends that you
vote FOR the election of the nominees named in the accompanying Proxy
Statement, FOR the approval of an amendment to the Certificate of
Incorporation to increase authorized Common Stock and FOR the
ratification of the selection of Baird, Kurtz and Dobson as independent
auditors for Bancorp for the fiscal year ending June 30, 1997.
Stockholders are urged to attend the meeting in person. If you are not
able to do so and wish that your shares be voted, you are requested to
complete, sign, date and return the enclosed Proxy in the enclosed
postage prepaid envelope. You may revoke your Proxy as provided in the
accompanying Proxy Statement at any time prior to its exercise.
By Order of the Board of Directors,
/s/ William V. Turner
William V. Turner
Chairman of the Board
Springfield, Missouri
September 16, 1996
IMPORTANT: Whether or not you plan to attend the Annual Meeting, a
return envelope requiring no postage if mailed in the United States is
enclosed for your convenience. Prompt return of the Proxy will assure
a quorum and save Bancorp unnecessary expense.
<PAGE>
GREAT SOUTHERN BANCORP, INC.
1451 E. Battlefield
Springfield, Missouri 65804
(417) 887-4400
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON OCTOBER 16, 1996
Solicitation of Proxies
This Proxy Statement is being furnished to stockholders of Great
Southern Bancorp, Inc. ("Bancorp") in connection with the solicitation
by the Board of Directors of Bancorp of proxies to vote Bancorp's Common
Stock, $.01 par value (the "Common Stock"), at the Annual Meeting of
Stockholders of Bancorp for the fiscal year ended June 30, 1996 ("Fiscal
Year 1996") (the "Annual Meeting") to be held at the Ramada Inn, 3220
Rangeline, Joplin, Missouri at 10:00 a.m., local time, and at any and all
adjournments thereof. The notice of the Annual Meeting, a proxy card and
Bancorp's Annual Report to Stockholders for Fiscal Year 1996 (the
"Annual Report") accompany this Proxy Statement.
Regardless of the number of shares of Common Stock owned, it is
important that stockholders be represented by proxy or present in
person at the Annual Meeting. Stockholders are requested to vote by
completing the enclosed Proxy Card and returning it signed and dated in
the enclosed postage prepaid envelope. Stockholders are urged to
indicate their vote in the spaces provided on the proxy card. Proxies
received pursuant to this solicitation will be voted in accordance with
the directions given therein. Where no instructions are indicated,
proxies will be voted "FOR" the adoption of the specific proposals
presented in this Proxy Statement.
A proxy may be revoked by a stockholder at any time prior to its
exercise by filing written notice of revocation with the Secretary of
Bancorp at the above address, by delivering to Bancorp a duly executed
proxy bearing a later date, or by attending the Annual Meeting, filing a
written notice of revocation with the Secretary and voting in person.
The cost of solicitation of proxies and of the Annual Meeting will be
borne by Bancorp. Bancorp has also engaged Proxy Services Corporation to
assist in the solicitation of proxies for the Annual Meeting. Bancorp will
pay Proxy Services Corporation $900 for its services and will reimburse
it for its out of pocket expenses. In addition to the solicitation of
proxies by mail and by Proxy Services Corporation, proxies may also be
solicited personally or by telephone or telegraph by directors, officers
and regular employees of Bancorp, without additional compensation
therefor. Bancorp will also request persons, firms and corporations
holding shares in their names, or in the name of their nominees, which
are beneficially owned by others, to send proxy material to and obtain
proxies from such beneficial owners, and will reimburse such holders for
their reasonable expenses in doing so.
This Proxy Statement and the accompanying Proxy Card are first being
mailed to stockholders of Bancorp on or about September 16, 1996.
Voting
The close of business on August 30, 1996 has been fixed by the
Board of Directors as the record date (the "Record Date") for the
determination of stockholders entitled to notice of and to vote at the
Annual Meeting and any and all adjournments thereof. Only stockholders of
record at that time are entitled to notice of and to vote at the Annual
Meeting. The total number of shares of Common Stock outstanding on the
Record Date was 4,380,304, which are the only securities of Bancorp
entitled to vote at the Annual Meeting.
Each stockholder of the Common Stock is entitled to cast one vote for
each share of Common Stock held on the Record Date on all matters
including the election of directors except that any stockholder that
beneficially owns in excess of 10 percent (the "Limit") of the then
outstanding shares of Common Stock is not entitled to vote shares in
excess of the Limit. In order for a proposal to be approved by the
stockholders at the Annual Meeting, the holders of a quorum of the shares
of Common Stock entitled to vote must be present at the meeting, and
the required percentage of such quorum must be affirmatively voted for
approval by such holders except where a higher percentage of votes is
required by the Company's Certificate of Incorporation or applicable law.
Under Bancorp's Certificate of Incorporation, the presence of the holders,
either in person or through a proxy, of a majority of the Common Stock
entitled to vote at the Annual Meeting will constitute a quorum,
regardless of whether the holders vote such shares; however, shares in
excess of the Limit are not considered present for purposes of determining
a quorum.
<PAGE>
Under Delaware law, in all proposals other than the election
of the directors, the affirmative vote of the majority of the quorum
of shares of Common Stock present at the Annual Meeting that are
entitled to vote on the proposal is required for approval. In determining
the percentage of shares that have been affirmatively voted for a
particular proposal, the affirmative votes are measured against the votes
for and against the proposal plus the abstentions from voting on the
proposal. A stockholder may abstain from voting on any proposal other
than the election of the directors, and shares for which the holders
abstain from voting are not considered to be votes affirmatively cast.
Thus, abstaining will have the effect of a vote against a proposal.
The directors are elected by an affirmative vote of the plurality
of the quorum of shares of Common Stock present at the Annual Meeting that
are entitled to vote on the election of the directors. With regard to
the election of directors, votes may be cast in favor or withheld. Votes
that are withheld will be excluded entirely from the vote and will have no
effect.
Under the rules of the National Association of Securities Dealers
(the "NASD"), member brokers who hold shares of Common Stock in the
broker's name for customers are required to forward, along with certain
other information, signed proxy cards to the customers for them to
complete and send to Bancorp, and such brokers may only vote shares of
Common Stock if the brokers are the beneficial owners or hold them in
a fiduciary capacity with the power to vote. Notwithstanding the
restrictions on voting of the NASD rules, if an NASD member broker is also
a member of a national securities exchange, then the broker can vote the
shares of Common Stock held for customers in accordance with the rules of
that exchange. Under the rules of the New York Stock Exchange, Inc.
("NYSE"), for example, NYSE member brokers can vote shares of Common
Stock held for a customer on certain routine matters (as specified by the
NYSE) if the brokers' customer does not instruct the brokers how to vote
the shares.
When a broker does not vote shares held for customers, it is referred
to as a "broker non-vote" (customer directed abstentions are not broker
non-votes). Broker non-votes generally do not affect the determination
of whether a quorum is present at the Annual Meeting because a portion
of the shares held in the broker's name have usually been voted on at
least some proposals, and therefore, all of the shares held by the
broker are considered present at the Annual Meeting. Under applicable
Delaware law, a broker non-vote will have the same effect as a vote
against any proposal other than the election of directors and will have
no effect on the outcome of the election of directors.
All shares of Common Stock represented at the Annual Meeting by
proxies solicited hereunder will be voted in accordance with the
specifications made by the stockholders executing such proxies. If a
properly executed and unrevoked proxy solicited hereunder does not
specify how the shares represented thereby are to be voted, such shares
will be voted FOR the election as directors of the persons nominated by the
Board of Directors, FOR the approval of an amendment to Bancorp's
Certificate of Incorporation increasing Bancorp's authorized Common
Stock, FOR the ratification of the Board of Directors' selection of
independent accountants for fiscal year 1997, and in accordance with the
discretion of the persons appointed proxy for such shares upon such other
matters as may properly come before the Annual Meeting.
<PAGE>
PROPOSALS TO BE VOTED ON AT THE ANNUAL MEETING
PROPOSAL 1. ELECTION OF DIRECTORS
The number of directors of Bancorp is currently set at five.
Directors are elected for staggered terms of three years each, with a
term of office of no more than two directors currently expiring in each
year. Directors serve until their successors are elected and
qualified, or as otherwise provided in Bancorp's Bylaws.
The Board of Directors of Bancorp elect the directors of
Bancorp's subsidiaries. Currently, each of the directors of Bancorp
also serves as a director of Great Southern Bank FSB("Great Southern"),
and Mr. William V. Turner is the sole director of Bancorp's other
subsidiaries. These directors also serve until their successors are
elected and qualified, or as otherwise provided in the respective
company's bylaws.
The two nominees proposed for election at the Annual Meeting are
Messrs. William E. Barclay and Larry D. Frazier. In the event that
either such nominee is unable or declines for any reason to serve as a
candidate for election, it is intended that proxies will be voted for
such substitute nominee as shall be designated by the present Board
of Directors, unless the proxies direct otherwise. Both nominees have
consented to serve as a director and the Board of Directors has no reason
to believe that either of the nominees will be unable or unwilling to serve
if elected.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF EACH
NOMINEE NAMED IN THIS PROXY STATEMENT.
Information with Respect to Nominees and Continuing Directors
The principal occupation and business experience for the last five
years and certain other information with respect to each nominee for
election as a director and the other directors of Bancorp are set forth
below. The information concerning the nominees and the continuing
directors has been furnished by them to Bancorp.
Nominees to Serve a Three-Year Term Expiring at the 1999 Annual Meeting
William E. Barclay, age 66 was elected a Director of Great Southern in
1975 and Bancorp in 1989. Mr. Barclay is the founder and has served as
President of Auto-Magic Full Service Car Washes in Springfield, Missouri
since 1962. Mr. Barclay also founded Barclay Love Oil Company in
Springfield, Missouri in 1964 and founded a chain of Ye Ole Buggy Bath
Self-Service Car Washes in Springfield, Missouri in 1978 and opened a
franchise of Jiffy Lube in Springfield, Missouri in 1987. None of these
entities are affiliated with Bancorp.
Larry D. Frazier, age 59, was appointed a Director of Great Southern
and
Bancorp in May 1992. Mr. Frazier was elected a Director of Great
Southern Financial Corporation (an affiliate of Bancorp) in 1976,
where he served until his appointment as Director of Great Southern and
Bancorp. Mr. Frazier is President and Chief Executive Officer of White
River Valley Electric Cooperative in Branson, Missouri where he has
served since 1975. This entity is not affiliated with Bancorp.
Directors Serving a Three-Year Term Expiring at the 1997 Annual Meeting
William K. Powell, age 74, was elected a Director of Great Southern in
1965 and Bancorp in 1989. Mr. Powell is President of Herrman Lumber
Company in Springfield, Missouri, where he has served since 1947. Mr.
Powell is also President of United Mill Works, Inc. and Herrman Realty
Company in Springfield, Missouri, both of which were founded by him in
1951. None of these entities are affiliated with Bancorp.
Albert F. Turner, age 66, was elected a Director of Great Southern in
1976 and Bancorp in 1989. Prior to his retirement in 1995, Judge Turner
was Circuit Judge for the Counties of Douglas, Ozark and Wright in
Missouri from 1983 to 1995. Judge Turner is the brother of William V.
Turner and the uncle of Joseph W. Turner, Executive Vice President and
General Counsel.
Director Serving a Three-Year Term Expiring at the 1998 Annual Meeting
William V. Turner, age 64, has served as the Chairman of the
Board, President and Chief Executive Officer of Great Southern since
1974 and has served in similar capacities of Bancorp since
incorporation in 1989. Mr. W. Turner has also served as Chairman of the
Board and President of Great Southern Financial Corporation (an
affiliate of Bancorp) since incorporation in 1974, Chairman of the Board
and President of Appraisal Services, Inc. (an affiliate of Bancorp since
incorporation in 1976 and Chairman of the Board of Great Southern Capital
Management, Inc. (an affiliate of Bancorp) since its formation in 1988.
Mr. W. Turner is the brother of Director Albert F. Turner and father of
Joseph W. Turner, Executive Vice President and General Counsel.
<PAGE>
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth information concerning the
compensation of the Chief Executive Officer and the other executive
officers who served in such capacities during the fiscal year ended June
30, 1996 with compensation of $100,000 or more.
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
Long-Term
Compensation
Annual Compensation Awards
- ----------------------------------------------------------------------------------------------------------------------------
Other Annual Options/ All Other
Name and Salary Bonus Compensation SARs Compensation
Principal Position Year ($) ($) ($)(1) (#) ($)(2)
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
William V. Turner 1996 262,208 187,863 47,154 15,000 2,850
President and 1995 249,658 110,500 53,019 -- 642
Chief Executive Officer 1994 243,094 144,000 54,314 -- 15,077
Don M. Gibson 1996 129,835 -- 2,294 7,500 2,466
Executive Vice President, 1995 116,771 -- 2,020 -- 634
Chief Operating Officer and 1994 113,701 -- 1,339 -- 8,716
Chief Financial Officer
Joseph W. Turner 1996 105,000 -- 1,993 7,500 2,085
Executive Vice President 1995 87,083 -- 195 -- 609
and General Counsel 1994 78,333 -- 195 -- 7,136
Richard F. Huff 1996 105,288 -- 195 5,000 1,846
Senior Vice President 1995 102,344 -- 195 -- 352
of Great Southern Bank 1994 95,693 -- 195 -- 8,118
- ----------------------------------------------------------------------------------------------------------------------------
<FN>
(1) 1996 Includes (a) directors fees paid to Mr. W. Turner by Bancorp and its subsidiaries totalling $31,200; (b)
country club dues and expenses (Mr. W. Turner $8,990 and Mr. Gibson $1,735 and Mr. J. Turner $1,798); (c) $195 of
health club dues each paid for Messrs. Gibson, J. Turner and Huff; (d) tickets to sporting and other events of $6,964
for Mr. W. Turner, and (e) $364 physical examination cost for Mr. Gibson.
(2) 1996 Includes (a) company matching contributions to Bancorp's 401K Plan (Mr. W. Turner $2,310, Mr. Gibson $1,926,
Mr. J. Turner $1,545 and Mr. Huff $1,576); and (b) term life insurance premiums paid by Great Southern for the benefit
of Messrs. W. Turner, Gibson, and J. Turner of $540 each and Mr. Huff of $270.
</TABLE>
Option Grants During the Fiscal Year Ended June 30, 1996
The following options to acquire shares of Bancorp's Common Stock were
granted to the executive officers named in the above table during the
Fiscal Year 1996.
<TABLE>
<CAPTION>
OPTION GRANTS IN 1996
Individual Grants
- --------------------------------------------------------------------------------------------------------------------------
Potential Realizable
Number of % of Value at Assumed
Securities Total Options Annual Rate of
Underlying Granted to Exercise or Stock Price
Options Granted All Employees Base Price Expiration Appreciation for
Name (number of shares) in 1996 ($ per share) Date Option Term
- --------------------------------------------------------------------------------------------------------------------------
5% 10%
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
William V. Turner 15,000 22.16% $21.875 10-17-2005 $206,356 $522,947
Don M. Gibson 7,500 11.08 21.875 10-17-2005 103,178 261,473
Joseph W. Turner 7,500 11.08 21.875 10-17-2005 103,178 261,473
Richard F. Huff 5,000 7.39 21.875 10-17-2005 68,785 174,316
</TABLE>
<PAGE>
Option Exercises and Fiscal Year-End Values
The following table sets forth all stock options exercised by the
named executives during the fiscal year ended June 30, 1996 and the
number and value of unexercised options held by such executive officers at
the fiscal year-end.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
Value of Unexercised
Shares Value Number of Unexercised in-the-money
Acquired on Realized Options at Fiscal Year-End Options at Fiscal Year-End(2)
- --------------------------------------------------------------------------------------------------------------------------
Exercise (1) Exercisable Unexercisable Exercisable Unexercisable
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
William V. Turner 14,340 $299,490 31,596 15,000 $ 774,102 $84,375
Don M. Gibson 1,040 $ 21,840 57,583 7,500 $1,410,784 $42,188
Joseph W. Turner 2,740 $ 46,850 2,885 9,375 $ 59,143 $80,625
Richard F. Huff 1,125 $ 23,625 23,395 5,000 $ 573,178 $28,125
- --------------------------------------------------------------------------------------------------------------------------
<FN>
(1)Value realized is calculated based on the difference between the option exercise price and the closing market price
of Bancorp's Common Stock on the date of exercise multiplied by the number of shares to which the exercise relates.
(2)The value of unexercised options was calculated at a per share price of $28 1/2 less the exercise price per share.
The closing price of Bancorp's Common Stock as reported on the NASDAQ National Market System on August 2, 1996 was
28 1/2 per share.
</TABLE>
Employment Agreements
William V. Turner, Don M. Gibson and Joseph W. Turner (the
"Employees") have entered into employment agreements with Great Southern
(the "Employment Agreements"). The Employment Agreements provide
that Great Southern may terminate the employment of any of the
Employees for "cause," as defined in the Employment Agreements, at any
time. The Employment Agreements also provide that in the event Great
Southern chooses to terminate the employment of any of the Employees for
reasons other than for cause, or in the event any of the Employees resigns
from Great Southern upon the failure of the Great Southern Board of
Directors to reelect any of the Employees to his current office or
upon a material lessening of his functions, duties or responsibilities,
such employee would be entitled to the payments owed for the remaining
term of the agreement. If the employment of any of the Employees is
terminated in connection with or within 12 months of a "change in control"
of Great Southern or Bancorp, each of the Employees would be entitled to
(i) a lump sum payment equal to 299% of the employee's base amount of
compensation as defined in Section 280G(b)(3) of the Internal Revenue
Code of 1986, as amended (the "Internal Revenue Code"), and (ii)
continued payment of his salary under the applicable Employment Agreement.
Report on Executive Compensation
General. The Compensation Committee (the "Committee") of
Bancorp is responsible for setting and administering the policies
which govern annual compensation and also reviews the compensation
structure of Bancorp, including executive compensation. During Fiscal
Year 1996, the compensation of Great Southern's senior officers was
based upon the recommendations of the Committee, consisting of Directors
Barclay, Powell and Frazier, whose recommendations were reviewed by the
full Board of Directors. The Committee met one time during Fiscal Year
1996.
Historically, the compensation of executive officers at Great
Southern was cash compensation based on levels of individual
performance. As part of the conversion from a mutual thrift to a stock
thrift in December 1989 (the "Conversion"), the Board of Directors of
Bancorp adopted certain employment contracts, employment termination
agreements and stock option plans in recognition of management's
success in resolving problem assets and responding to the impact of
adverse regulatory changes. Following the Conversion, the Committee
focused its evaluation of executive compensation to include operating
performance and the creation of shareholder value. The Committee recognizes
that the stock form of ownership provides equity-based compensation
opportunities, such as stock options, that create management incentives
for increased earnings and stock appreciation. The Committee
believes that these equity-based compensation programs are essential to
attract, motivate and retain executives of outstanding abilities.
During Fiscal Year 1996, the Committee evaluated executive
compensation with the intent of meeting the following objectives:
-- maintain the financial strength, safety and soundness of Great
Southern;
-- reward and retain key personnel by compensating them at the
middle to upper levels of compensation for comparable financial
institutions;
-- focus management on long term goals through long-term incentives;
and
-- contain fixed costs by de-emphasizing fixed pay while emphasizing
variable pay based on performance.
<PAGE>
In addition to base salary, annual bonus and stock options, the
Committee also takes into account the full compensation package afforded by
Bancorp to the individual, including pension benefits, supplemental
retirement benefits, termination agreements, insurance and other
benefits.
Base Salaries. The Committee has reviewed the salary arrangements
pursuant to employment contracts for the President and Chief Executive
Officer ("CEO"), the Executive Vice President and Chief Operating Officer
and the Executive Vice President and General Counsel. These contracts
reflect a base salary level commensurate with the duties and
responsibilities of senior executives of a publicly held thrift holding
company. In establishing the base salary for Mr. W. Turner, the Committee
considered the CEO's responsibilities associated with the continued
success of Bancorp since Conversion. For the other executives listed
in the compensation table and the other executive officers, the Committee
took into account the responsibilities of the position and the experience
level of the individual executive and the financial performance of
Bancorp. The evaluation of individual performance is an inherently
subjective process.
Bonus. Bancorp's CEO is also eligible to receive an annual cash bonus
based on the calendar year performance of Great Southern. To determine the
bonus, the Committee reviews actual financial performance based on
levels of return on equity, return on assets, peer comparisons and
overall financial results of Bancorp. Payment of any incentive
compensation thereunder is subject to compliance with all applicable
capital requirements and conditions and qualifications established by
the Board of Directors. The current bonus plan is one percent of pre-tax
calendar year net income of Great Southern and two percent of pre-tax
calendar year net income of Great Southern Financial Corporation.
In calendar year 1995, Great Southern achieved record earnings and
record asset levels. Based on these results, Mr. W. Turner was
awarded a bonus of $148,000 compared to a bonus of $142,500 in calendar
year 1994.
Option Plan. In 1989, Bancorp's shareholders approved the Bancorp's
Stock Option Plan, which is an integral part of the executive
compensation program. The plan is designed to encourage ownership and
retention of Bancorp's stock by key employees as well as non-employee
members of the Board of Directors. Through the stock options available
under the plan, the objective of aligning key employees' long-range
interest with those of shareholders may be met by providing key
employees with the opportunity to build, through the achievement of
corporate goals, a meaningful stake in Bancorp. A majority of the
options which have been awarded under the plan were awarded in
connection with the Conversion. The Stock Option Committee considers
additional options each year as needed to attract and retain key
employees. Options were awarded during fiscal 1996 as follows: Mr.
William V. Turner 15,000; Don M. Gibson 7,500; Joseph W. Turner 7,500;
and Richard F. Huff 5,000.
WILLIAM E. BARCLAY WILLIAM K. POWELL LARRY D. FRAZIER
<PAGE>
Stock Performance Graph
The following graph sets forth the yearly percentage change
in the cumulative total stockholder return on an assumed investment of
$100 in the Company's Common Stock for the five fiscal years ended June
30, 1996 compared with the cumulative total returns of the NASDAQ U.S.
Stock Index and the NASDAQ Financial Stocks Index for the same periods.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
(This graph compared Great Southern Bancorp, Inc. to NASDAQ US Companies
and NASDAQ Financial. The graph shows Great Southern Bancorp, Inc. was a
substantially better performer than these two indices.)
<PAGE>
DIRECTORS' MEETINGS AND COMMITTEES OF
THE BOARD OF DIRECTORS
Meetings of the Board and Committees of the Board
The Board of Directors of Bancorp meets monthly and may have
additional special meetings upon the request of one third of the directors
then in office (rounded up to the nearest whole number) or upon the
request of the President. The Board of Directors of Bancorp is
authorized to appoint various committees and has formed the Audit
Committee, the Compensation Committee and the Stock Option Committee.
The Board of Directors has not formed a nominating or any other
committees. The Board of Directors of Bancorp held 16 meetings during the
last fiscal year. During the last fiscal year, none of the directors
attended fewer than 75% of the aggregate of (i) the total number of
meetings of the Board of Directors and (ii) the total number of meetings
held by all committees of the Board on which such director served.
Bancorp has an Audit Committee of the Board of Directors,
consisting entirely of outside directors whose members are: Powell
(Chairman), Frazier and Albert Turner. The Audit Committee held one
meeting during the last fiscal year. The Audit Committee reviews the
adequacy of the structure of Bancorp's financial organization and as to the
proper implementation of the financial and accounting policies of Bancorp.
The Audit Committee also reviews with Bancorp's outside auditors the
scope of the audit prior to its commencement and the results of the audit
before the Annual Report to the stockholders is published. More
specifically, the Audit Committee (a) reviews Bancorp's accounting and
financial policies and procedures with emphasis on any major changes
during the year, (b) reviews the results of the audit for significant
items and inquiries as to whether the outside auditors are completely
satisfied with the audit results, discussing any recommendations and
comments the auditors may have, (c) inquiries as to the relationship
between Bancorp's internal auditors and the outside auditors, the
adequacy of the internal audit staff, and the utilization of the internal
audit staff, and the utilization of the internal auditors to expedite the
audit and minimize the audit fee, (d) ascertains the degree of
cooperation of Bancorp's financial and accounting personnel with the
outside auditors, and (e) recommends to Bancorp's Board of Directors
the company's independent auditors.
The Stock Option Committee is comprised of Directors Albert
Turner (Chairman), Barclay and Powell. The Committee held two meetings in
Fiscal Year 1996 and will meet as necessary to consider proposals for
the granting of Incentive Stock Options and other awards to key
management personnel.
The Compensation Committee is comprised of Directors Barclay
(Chairman), Frazier and Powell. The Compensation Committee is responsible
for reviewing and evaluating executive compensation. The Committee met
one time in Fiscal Year 1996.
Directors' Compensation
Directors of Bancorp receive a monthly fee of $250, which is the
only compensation paid by Bancorp. Directors of Great Southern receive a
monthly fee of $1,250 except the Chairman of the Board of Directors who
receives a monthly fee of $1,650. The Director of Great Southern
Financial Corporation, Great Southern Capital Management, Inc. and
Appraisal Services, Inc. receives a monthly fee of $600, $0 and $100,
respectively. The directors of Bancorp and its subsidiaries are not paid
any fees for committee service and are not reimbursed for their costs in
attending the Board of Directors or any committee meetings.
EQUITY SECURITIES AND PRINCIPAL HOLDERS THEREOF
The following table sets forth certain information as to those
persons believed by management of Bancorp to be beneficial owners of more
than 5 percent of Bancorp's outstanding shares of Common Stock on August
15, 1996. Persons, legal or natural, and groups beneficially owning
in excess of 5 percent of Bancorp's Common Stock are required to file
certain reports regarding such ownership with Bancorp and with the
United States Securities and Exchange Commission (the "SEC") in
accordance with the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). Where appropriate, historical information set
forth below is based on the most recent Schedule 13D or 13G filed on
behalf of such person with Bancorp. Other than those persons listed below,
management is not aware of any person or group that owns more than 5
percent of Bancorp's Common Stock as of August 15, 1996. The holders have
sole voting and dispositive power, unless otherwise noted.
<PAGE>
<TABLE>
<CAPTION>
Name and Address Amount and Percent of
of Beneficial Owner Nature of Beneficial Ownership Class
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
William V. Turner 540,123(1) 12.23
925 St. Andrews Circle
Springfield, MO 65809
Ann S. Turner 540,123(2) 12.23
925 St. Andrews Circle
Springfield, MO 65809
Great Southern Bancorp, Inc. 442,751(3) 10.10
Employee Stock Ownership Plan
L. Keith Robinette, Trustee
3333 S. National--Suite 101
Springfield, MO 65807
Turner Family Limited Partnership 391,506 8.93
925 St. Andrews Circle
Springfield, MO 65809
Robert Mahoney 344,592 7.86
772 S. Augusta Dr.
Springfield, MO 65809
- ---------------------------------------------------------------------------------------------------------------------------
<FN>
(1) This figure includes 52,213 shares held in the ESOP as to which Mr. W. Turner has the power to direct voting, and
31,596 shares which Mr. W. Turner is deemed to have beneficial ownership for purposes of this table by Rule 13d-3(d)1
under the Exchange Act. This figure also includes 16,446 shares held in various capacities by Ann S. Turner, Mr. W.
Turner's wife, which Mr. W. Turner may be deemed to beneficially own and 391,506 shares held by the Turner Family
Limited Partnership which Mr. W. Turner may be deemed to beneficially own. Mr. W. Turner disclaims beneficial ownership
as to shares beneficially owned by Ann S. Turner.
(2) This figure includes 9,213 shares held in the ESOPas to which Mrs. Turner has the power to direct voting. This
figure also includes 100,575 shares held in various capacities by William V. Turner, Mrs. Turner's husband, which Mrs.
Turner may be deemed to beneficially own and 391,056 shares held in the Turner Family Limited Partnership which Mrs.
Turner may be deemed to beneficially own. Mrs. Turner disclaims beneficial ownership as to shares beneficially owned by
William V. Turner.
(3)Voting and dispositive power over the shares held by the Great Southern Bancorp, Inc. ESOP that are allocated to the
participant's account are vested in the ESOP participants, as they have the right to direct the voting of all such
allocated shares and the tendering of such shares in response to offers to purchase. The ESOP trustee may be deemed to
have shared voting power, dispositive power or both over the shares. However, the ESOP trustee disclaims beneficial
ownership of the shares allocated to the participant's accounts. The ESOP is currently in the process of terminating
which is discussed more fully under the heading "Benefits" below.
</TABLE>
Stock Ownership of Management
The following table sets forth information as of August 15, 1996,
as to shares of Common Stock beneficially owned by the directors and
nominees named under "Election of Directors" above, the executive officers
named in the summary compensation table above and the directors and all
executive officers of Bancorp as a group. Each beneficial owner listed has
sole voting and dispositive power with respect to the shares of Common
Stock reported, except as otherwise indicated.
<TABLE>
<CAPTION>
Amount and Percent of
Name Nature of Beneficial Ownership Class
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
William V. Turner 540,123(1) 12.23%
William E. Barclay 27,788(2) .63
Larry D. Frazier 34,000 .78
William K. Powell 97,470 2.22
Albert F. Turner 41,321(3) .94
Don M. Gibson 160,449(4) 3.61
Joseph W. Turner 13,031(6) .30
Richard F. Huff 91,035(5) 2.07
Directors and Executive Officers
as a Group (10 persons) 1,052,842(7) 23.29
<PAGE>
- ---------------------------------------------------------------------------------------------------------------------------
<FN>
(1)For a detailed discussion of the nature of Mr. W. Turner's ownership, see Footnote 1 to the table of beneficial
owners set out above.
(2)Mr. Barclay shares voting and dispositive power with his spouse with respect to all shares. The figure also includes
5,810 shares with respect to which Mr. Barclay is deemed to have beneficial ownership for purposes of this table by
Rule 13d-3(d)1 under the Exchange Act.
(3)Mr. Albert Turner shares voting and dispositive power with his spouse with respect to all shares. The figure also
includes 14,810 shares with respect to which Mr. A. Turner is deemed to have beneficial ownership for purposes of
this table by Rule 13d-3(d)1 under the Exchange Act.
(4)The figure includes 27,069 shares held in the ESOP as to which Mr. Gibson has the power to direct voting and 57,583
shares with respect to which Mr. Gibson is deemed to have beneficial ownership for purposes of this table by Rule
13d-3(d)1 under the Exchange Act.
(5)This figure includes 306 shares held in the ESOP as to which Mr. Huff has the power to direct voting and 23,395 shares
with respect to which Mr. Huff is deemed to have beneficial ownership for purposes of this table by Rule 13d-3(d)1
under the Exchange Act.
(6)This figure includes 5,378 shares held in the ESOP as to which Mr. J. Turner has the power to direct voting and 2,885
shares with respect to which Mr. J. Turner is deemed to have beneficial ownership for purposes of this table by Rule
13d-3(d)1 under the Exchange Act.
(7)The figure includes 108,284 shares held in the ESOP for all directors and executive officers as a group as to which
they have the power to direct the voting and 136,079 shares with respect to which they are deemed to have beneficial
ownership for purposes of this table by Rule 13d-3(d)1 under the Exchange Act.
</TABLE>
Benefits
Pension Plan. Great Southern's employees are included in the
Pentegra Retirement Fund, a multiple employer comprehensive
pension plan. This noncontributory defined benefit retirement plan
covers all employees who have met minimum service requirements.
The following table illustrates annual pension benefits payable
upon retirement, subject to limits established by Federal law, based
on various levels of compensation and years of service and assuming
payment in the form of a straight-life annuity. Covered compensation
includes all regular and overtime pay excluding bonuses and commissions.
At June 30, 1996, Messrs. W. Turner, Gibson, J. Turner and Huff had 21,
20, 4 and 6 years, respectively, of credited service under the pension
plan. Since the pension plan is fully funded, there were no
contributions during the Fiscal Year 1996 for Messrs. W. Turner, Gibson, J.
Turner and Huff.
<TABLE>
<CAPTION>
Average Annual
Covered Compensation Years of Service
- ----------------------------------------------------------------------------------------------------------------
10 20 30 40
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
$ 50,000 $10,000 $ 20,000 $ 30,000 $ 40,000
100,000 20,000 40,000 60,000 80,000
150,000 30,000 60,000 90,000 120,000(1)
200,000 40,000 80,000 120,000(1) 120,000(1)
250,000 50,000 100,000 120,000(1) 120,000(1)
300,000 60,000 120,000(1) 120,000(1) 120,000(1)
350,000 70,000 120,000(1) 120,000(1) 120,000(1)
- ---------------------------------------------------------------------------------------------------------------------------
<FN>
(1)The maximum retirement benefit currently permitted by federal law is $120,000 per year for this type of plan.
</TABLE>
Employee Stock Ownership Plan. The ESOP was established by
Bancorp, effective August 1,1989, for full-time employees of Bancorp and
Great Southern age 21 or older who have at least one year of credited
service. The ESOP is funded by Great Southern contributions made in cash
or Common Stock. Benefits may be paid either in shares of Common Stock
or in cash. The ESOP initially borrowed funds from an unrelated third
party lender and used the funds to purchase 205,416 shares of Common
Stock issued in the Conversion. During the fiscal year ending June 30,
1991, the ESOP refinanced this obligation with the Bancorp at a market
rate of interest. The loan was repaid during fiscal year 1994.
Employees have been credited for years of service to Great Southern
prior to the adoption of the ESOP for participation and vesting
purposes. Great Southern's contribution to the ESOP is allocated among
participants on the basis of compensation. Each participant's account
will be credited with cash and shares of Bancorp Common Stock based upon
compensation earned during the year with respect to which the
contribution is made. Contributions credited to a participant's account
become vested in accordance with a participant's years of service. A
participant must complete five years of service before he attains any
vested interest. After completing five years of service, a participant
will be 100% vested in his ESOP account. ESOP participants are
entitled to receive distributions from their ESOP accounts only upon
termination of service or termination of the ESOP. Distribution will be
made in whole shares of Bancorp's Common Stock. Fractional shares will
be paid in cash. Participants will not incur a tax liability until a
distribution is made.
Participating employees are entitled to instruct the trustee of the
ESOP as to how to vote the shares held in their account. The
trustee, who has dispositive power over the shares in the Plan, may
not be affiliated with Bancorp or Great Southern.
The ESOP may be amended by the Board of Directors, except that no
amendment may be made which would reduce the interest of any participant in
the ESOP trust fund or divert any of the assets of the ESOP trust fund to
purposes other than the benefit of participants or their beneficiaries.
Effective July 1, 1995, the Board of Directors voted to terminate the ESOP
and in May 1996, Bancorp received a favorable determination letter from
the Internal Revenue Service. Bancorp anticipates the distribution of
their stock and cash in lieu of fractional shares as directed by the
participants to begin in September 1996. As of June 30, 1996, the ESOP
participants owned 442,751 shares of Bancorp's Common Stock. As of
distribution, each participant will have full rights of ownership,
including right of sales or transfer. There were no contributions to the
ESOP during Fiscal Year 1996.
Indebtedness of Management and Transactions with Certain Related Persons
Great Southern, like many financial institutions, in the past
followed a policy of granting loans to its officers, directors and
employees, generally for the financing of their personal residences
at favorable interest rates. Generally, residential loans were
granted at interest rates 1% above Great Southern's cost of funds,
subject to annual adjustments. These loans have been made in the ordinary
course of business, on substantially the same terms and collateral as
those of comparable transactions prevailing at the time, and, in the
opinion of management, do not involve more than the normal risk of
collectibility or present other unfavorable features. All loans by
Great Southern to its directors and executive officers are subject to OTS
regulations restricting loans and other transactions with affiliated
persons of Great Southern. Since August, 1989, all such transactions
have been made and will continue to be made on terms and conditions,
including interest rates, comparable to those for similar transactions
with non-affiliates. The balance of all loans outstanding at June 30, 1996
with such below market rates was $82,833. Great Southern may also grant
loans to officers, directors and employees, their related interest and
their immediate family members in the ordinary course of business on
substantially the same terms, including interest rates and
collateral, as those rates prevailing at the time for comparable
transactions with other persons which, in the opinion of management,
did not involve more than the normal risk of collectibility or present
other unfavorable features.
No directors, executive officers or their affiliates, had
aggregate indebtedness to Great Southern on such below market rate loans
exceeding $60,000 at any time since July 1, 1995 except as noted below.
<TABLE>
<CAPTION>
Largest Amount
Outstanding
Date of Since Balance as Interest
Name Loan 7/1/95 of 6/30/96 Rate Type
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
William V. Turner 2/26/79 $121,700.30 0 5.42% Mortgage
PROPOSAL 2. APPROVAL OF AN AMENDMENT TO THE
CERTIFICATE OF INCORPORATION TO INCREASE AUTHORIZED COMMON STOCK
On August 20, 1996, the Board of Directors unanimously
approved an amendment to the Certificate of Incorporation of Bancorp
to increase to 20 million the number of shares of Common Stock
authorized for issuance, and directed that the amendment be submitted to
a vote of stockholders at the Annual Meeting. The form of the proposed
amendment (the "Amendment") is attached to this Proxy Statement as Annex
A.
Paragraph A of Article Fourth of Bancorp's Certificate of
Incorporation as currently in effect authorizes the issuance of up to an
aggregate of 10 million shares of Common Stock. As of the Record Date,
4,380,304 shares of Common Stock were issued and outstanding including
1,782,797 shares of treasury stock held by Bancorp. As of the Record
Date, 10 million shares of Common Stock were authorized for
issuance, and approximately 6.5 million issued or reserved for issuance
under Bancorp's stock option plans leaving approximately 3.5 million
shares of authorized Common Stock available for future issuances by
Bancorp. The Board believes it would be desirable to increase the
number of shares of authorized Common Stock in order to make
available additional shares for possible stock dividends, stock
splits, including the 2 for 1 stock split payable to stockholders of
record on October 11, 1996 approved by the Board of
Directors subject to the approval by stockholders of this proposal 2
and any other required approvals, employee benefit plan issuances,
acquisitions, financings and for such other corporate purposes as may
arise. Therefore, the Board has approved and recommends to stockholders
an increase in the number of shares of authorized Common Stock to an
aggregate of 20 million shares in accordance with the Amendment.
Bancorp has no specific plans, currently calling for issuance of any
of the additional shares of Common Stock, other than the 2 for 1 stock
split referred to above. The rules of the NASD currently require
stockholder approval of issuances of Common Stock under certain
circumstances. In other instances, the issuance of additional shares of
authorized Common Stock would be within the discretion of the Board of
Directors, without the requirement of further action by stockholders. All
newly authorized shares would have the same rights as the presently
authorized shares, including the right to cast one vote, per share and to
participate in dividends when and to the extent declared and paid.
Under Bancorp's Certificate of Incorporation, stockholders do not have
preemptive rights. While the issuance of shares in certain instances may
have the effect of forestalling a hostile takeover, the Board does not
intend or view the increase in authorized Common Stock as an anti-takeover
measure, nor is Bancorp aware of any proposed or contemplated transaction
of this type.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE
PROPOSED AMENDMENT TO BANCORP'S CERTIFICATE OF INCORPORATION TO INCREASE
TO 20 MILLION THE SHARES OF COMMON STOCK AUTHORIZED FOR ISSUANCE.
Assuming the presence of a quorum, the affirmative vote of a majority of
the votes entitled to be cast at the Annual Meeting by the holders of all
of the outstanding shares of Common Stock is required to adopt the
proposed Amendment to Bancorp's Certificate of Incorporation.
PROPOSAL 3. RATIFICATION OF INDEPENDENT AUDITORS
Bancorp's and its subsidiaries' independent auditors for the fiscal
year ended June 30, 1996 were Baird, Kurtz and Dobson. Bancorp's Board of
Directors, upon the recommendation of its Audit Committee, has selected
Baird, Kurtz and Dobson to continue as independent auditors for Bancorp
and its subsidiaries for the fiscal year ending June 30, 1997,
subject to ratification of such appointment by the stockholders. A
representative of Baird, Kurtz and Dobson is expected to attend the Annual
Meeting and will be given an opportunity to make a statement if such
representative desires to do so and will also be available to respond to
appropriate questions from stockholders present at the Annual
Meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION
OF THE SELECTION OF BAIRD, KURTZ AND DOBSON AS THE INDEPENDENT AUDITORS OF
BANCORP.
Notice of Business to be Conducted at an Annual Meeting and Stockholder
Nominations for Directors
The Bylaws of Bancorp provide an advance notice procedure for
certain business to be brought before the Annual Meeting by stockholders
entitled to vote at the Annual Meeting. In order for such a stockholder
to properly bring business before the Annual Meeting, the stockholder must
give written notice to the Secretary of Bancorp not less than thirty
(30) days before the time originally fixed for such meeting; provided,
however, that in the event that less than forty (40) days notice or prior
public disclosure of the date of the meeting is given or made to
stockholders, notice by the stockholder to be timely must be received not
later than the close of business on the tenth day following the date on
which such notice of the date of the Annual Meeting was mailed or such
public disclosure was made. The notice must include the stockholder's name
and address (as they appear in Bancorp's records), the number of shares
owned by the stockholder, describe briefly the proposed business and
the reasons for bringing the business before the Annual Meeting, and any
material interest of the stockholder in the proposed business.
The Bylaws also require certain advance notice for stockholder
nominations of candidates to be a director of Bancorp. Only stockholders
entitled to vote for the election of directors at a meeting of stockholders
may nominate for such meeting candidates to be a director of Bancorp,
and only persons who are nominated in accordance with the procedures
set forth in the Bylaws shall be eligible for election as directors. The
Bylaws specify that such nominations shall be made by timely notice in
writing to the Secretary of Bancorp. To be timely, a stockholder's
notice must be received at the principal executive offices of the
Bancorp not less than 30 days prior to the date of the meeting; provided,
however, that in the event that less than 40 days' notice or prior
disclosure of the date of the meeting is given or made to stockholders,
notice by the stockholder to be timely must be so received not later than
the close of business on the 10th day following the day on which such
notice of the date of the meeting was mailed or such public disclosure was
made. Such stockholder's notice shall set forth (i) as to each person
whom such stockholder proposes to nominate for election or re-election as
a director, all information relating to such person that is required to be
disclosed in solicitations of proxies for election of directors, or is
otherwise required, in each case pursuant to the Exchange Act (including
such person's written consent to being named in the proxy statement as a
nominee and to serving as a director if elected); and (ii) as to the
stockholder giving the notice (x) the name and address, as they appear on
the Corporation's books, of such stockholder and (y) the class and number
of shares of the Corporation's capital stock that are beneficially owned
by such stockholder. At the request of the Board of Directors, any person
nominated by the Board of Directors for election as a director shall
furnish to the Secretary of Bancorp that information required to be set
forth in a stockholder's notice of nomination which pertains to the
nominee.
Although the Bylaws do not give the Board of Directors any power to
approve or disapprove of stockholder nominations for the election of
directors or any other business desired by a stockholder to be conducted
at the Annual Meeting, the Bylaws may have the effect of precluding a
nomination for the election of directors or precluding the conduct of
business at a particular meeting if the proper procedures are not
followed, and may discourage or deter a third party from conducting a
solicitation of proxies to elect its own slate of directors or otherwise
attempt to obtain control of Bancorp, even if the conduct of such
business or such attempt might be beneficial to Bancorp and its
stockholders.
Other Matters Which May Properly Come Before the Meeting
The Board of Directors knows of no business that will be presented
for consideration at the Annual Meeting other than the proposals
discussed in this Proxy Statement. If, however, other matters are
properly brought before the Annual Meeting, it is the intention of the
Proxies of Bancorp to vote the shares represented thereby on such matters
in accordance with their best judgment.
Beneficial Ownership Reports of Management
Pursuant to regulations promulgated under the Exchange Act,
Bancorp's executive officers and directors and persons who own more than
ten percent of the Common Stock are required to file reports detailing
their ownership and changes of ownership in the Common Stock with the
SEC and to furnish Bancorp with copies of all such ownership reports.
Based solely on Bancorp's review of the copies of such ownership reports,
which it has received in the past fiscal year or with respect to the last
fiscal year, and written representations from such persons that no
annual report of change in beneficial ownership was required, Bancorp
is aware of one late filing made by William V. Turner for one transaction
occurring in September 1995, and one late filing made by Ann S. Turner
for one transaction occurring in September 1995.
Stockholder Proposals
Stockholders of Bancorp wishing to include proposals in the proxy
materials in connection with the Annual Meeting of Bancorp to be held in
1997 must submit the same in writing so as to be received by the
Secretary of Bancorp at the executive office of the Corporation on or
before May 16,1997. Such proposals must also meet the other
requirements of the rules of the SEC relating to stockholders'
proposals.
A COPY OF BANCORP'S ANNUAL REPORT ON FORM 10-K FOR THE PERIOD ENDED
JUNE 30, 1996, AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION,
EXCLUDING EXHIBITS, WILL BE FURNISHED WITHOUT CHARGE TO STOCKHOLDERS AS OF
THE RECORD DATE UPON WRITTEN REQUEST TO THE SECRETARY, GREAT SOUTHERN
BANCORP, INC., P.O. BOX 9009, SPRINGFIELD, MISSOURI 65808-9009. THE
COMPANY WILL ALSO FURNISH TO SUCH STOCKHOLDERS A COPY OF ANY EXHIBIT TO THE
FORM 10-K UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY AT THE
ABOVE ADDRESS AND THE PAYMENT OF THE COMPANY'S REASONABLE EXPENSES IN
FURNISHING SUCH EXHIBIT(S).
By Order of the Board of Directors
/s/ Don M. Gibson
Don M. Gibson, Secretary
Springfield, Missouri
September 16, 1996
YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING IN PERSON.
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, YOU ARE REQUESTED
TO SIGN AND PROMPTLY RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED POSTAGE-
PAID ENVELOPE.
<PAGE>
ANNEX A
PROPOSED AMENDMENT TO ARTICLE FOURTH
OF THE CERTIFICATE OF INCORPORATION
OF GREAT SOUTHERN BANCORP, INC.
Paragraph A, Article FOURTH, is hereby amended to read in its entirety
as follows:
The total number of shares of all classes of stock which the
Corporation shall have authority to issue is twenty one million
(21,000,000) consisting of:
(a) one million (1,000,000) shares of Preferred Stock, par value
one cent ($.01) per share (the "Preferred Stock") and
(b) twenty million (20,000,000) shares of Common Stock, par value
one cent ($.01) per share (the "Common Stock").
- -------------------------------------------------------------------------
<PAGE>
(Following is the Proxy Card)
C O M M O N
PROXY
GREAT SOUTHERN BANCORP, INC.
PLEASE MARK VOTES
AS IN THIS EXAMPLE
ANNUAL MEETING OF STOCKHOLDERS
OCTOBER 16, 1996
The undersigned hereby revokes all proxies previously given with
respect to all shares of common stock, $.01 par value, of Great Southern
Bancorp, Inc. ("Bancorp") which the undersigned is entitled to vote at
the annual meeting of stockholders of Bancorp for the fiscal year ended
June 30, 1996 (the "Annual Meeting") and appoints the official proxy
committee of Bancorp, consisting of William V. Turner, Albert F. Turner
and William K.Powell, each with full power of substitution, to act as
attorneys-in-fact for the undersigned for the purpose of voting such stock
at the Annual Meeting, to be held at the Ramada Inn, 3220 Rangeline,
Joplin, Missouri on October 16, 1996, at 10:00 a.m., local time, and at any
and all adjournments thereof, as fully and with the same effect as the
undersigned might or could do if personally present as follows:
1. The election of 2 directors:
WILLIAM E. BARCLAY / /
LARRY D. FRAZIER / /
2. The approval of an amendment to the Certificate of Incorporation to
increase authorized Common Stock. / /
3. The ratification of the selection of Baird, Kurtz and Dobson as
independent auditors for the fiscal year ending June 30, 1997. / /
4. In their discretion, the proxies are authorized to vote upon such
other business as may properly come before the Annual Meeting.
PLEASE CHECK BOX IF YOU PLAN TO ATTEND THE MEETING. / /
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE LISTED
PROPOSALS.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS
PROXY WILL BE DEEMED TO CONFER AUTHORITY TO VOTE FOR ANY NOMINEE AND THIS
PROXY WILL BE VOTED "FOR" PROPOSALS 1, 2 AND 3.
This Proxy may be revoked in the manner described in the Proxy Statement
dated September 16, 1996, receipt of which is hereby acknowledged.
Please sign exactly as your name appears hereon. When shares are held by
joint tenants, both should sign. When signing as an attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by President or other
authorized officer. If a
partnership, please sign in partnership name by authorized person.
Please be sure to sign and date this Proxy in the box below.
/------------------------------/
Stockholder sign above
/------------------------------/
Co-holder (if any) sign above
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Detach above card, sign, date and mail in postage paid envelope
provided.
GREAT SOUTHERN BANCORP, INC.
- --------------------------------------------------------------------------
PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY
- --------------------------------------------------------------------------
</TABLE>
