GREAT SOUTHERN BANCORP, INC.
1451 E. Battlefield
Springfield, Missouri 65804
(417) 887-4400
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on October 15, 1997
You are hereby notified and cordially invited to attend the 1997 Annual
Meeting of the Stockholders (the "Annual Meeting") of Great Southern
Bancorp, Inc. ("Bancorp"), to be held at Chateau on the Lake, 415 N.
State Highway 265, Branson, Missouri, on October 15, 1997, 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 the Great Southern Bancorp, Inc. 1997 Stock Option and
Incentive Plan;
3. The ratification of the selection of Baird, Kurtz and Dobson as
independent auditors of Bancorp for the fiscal year ending June 30, 1998;
and
4. Such other matters as may properly come before the Annual Meeting or
any adjournments thereof.
<PAGE> Notice (continued)
Pursuant to the Bylaws of Bancorp, the Board of Directors has fixed
August 29, 1997 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 the Great Southern Bancorp, Inc. 1997
Stock Option and Incentive Plan, and FOR the ratification of the
selection of Baird, Kurtz and Dobson as independent auditors for Bancorp
for the fiscal year ending June 30, 1998. 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 17, 1997
IMPORTANT: Whether or not you plan to attend the Annual Meeting, please
complete, date and sign the enclosed proxy and mail it promptly in the
enclosed return envelope in order to assure representation of your
shares. Prompt return of the Proxy will assure a quorum and save Bancorp
unnecessary expense.
<PAGE> 1
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 15, 1997
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, 1997 ("Fiscal
Year 1997") (the "Annual Meeting") to be held at Chateau on the Lake, 415
N. State Highway 265, Branson, 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
1997 (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, or by delivering to Bancorp, at any time before the
Annual Meeting, a duly executed proxy bearing a later date. Attendance
at the Annual Meeting will not have the effect of revoking a properly
executed proxy unless the stockholder delivers a written revocation to
the Secretary of Bancorp before the proxy is voted.
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 $1,150 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, not specifically
engaged or compensated for that purpose. Bancorp will also, upon
request, reimburse brokerage houses and other custodians, nominees and
fiduciaries for their reasonable expenses in sending proxy materials to
their principals and obtaining their proxies.
<PAGE> 1 (continued) & 2
The approximate date on which this Proxy Statement and the accompanying
Proxy Card are first being sent to stockholders of Bancorp is September
17, 1997.
VOTING
The close of business on August 29, 1997 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
8,084,068, which are the only securities of Bancorp entitled to vote at
the Annual Meeting.
GENERAL VOTING RULES. 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 any of the proposals considered at the Annual Meeting to be
approved by Bancorp's stockholders, the holders of a majority of the
shares of Bancorp Common Stock entitled to vote must constitute a quorum
by being present at the meeting, either in person or through a proxy,
regardless of whether such stockholders vote their shares. However,
shares in excess of the Limit are not considered present for purposes of
determining a quorum. With respect to proposals other than the election
of directors, a majority of shares voted must be for approval. The
directors must be elected by a plurality of the shares voted.
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.
<PAGE> 2 (continued)
SHARES HELD THROUGH A BROKER. Bancorp Common Stock is listed for trading
on the NASDAQ. 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 a 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 who have not received
direction on voting from their customers can vote shares of Common Stock
held for a customer on certain routine matters (as specified by the
NYSE).
When a broker does not vote shares held for customers, it is referred to
as a "broker non-vote" (customer directed abstentions are directions to
the broker and therefore do not cause broker non-votes). Broker non-
votes generally do not affect the determination of whether a quorum is
present at the Annual Meeting because typically some 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, on which it will have no effect.
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 the Great Southern Bancorp, Inc. 1997 Stock Option
and Incentive Plan, FOR the ratification of the Board of Directors'
selection of independent accountants for fiscal year 1998, 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> 3
PROPOSAL 1. ELECTION OF DIRECTORS
The number of directors constituting Bancorp's Board of Directors is
five. The By-laws classify the Bancorp Board into three classes and
stagger the terms of each class to expire in different years. The term
of office of one class of directors expires each year in rotation so that
the class is up for election at each annual meeting of stockholders for a
full three-year term. The terms of two of the present directors are
expiring at this Annual Meeting. Director Albert F. Turner, whose term
expires at the 1997 Annual Meeting, is retiring from the Board of
Directors, and all committees he serves on effective as of the Annual
Meeting.
Directors elected at the Annual Meeting will hold office for a three-year
term expiring in 2000 or until their successors are elected and
qualified. Bancorp expects that the other directors will continue in
office for the remainder of their terms. The Nominees for directors have
indicated that they are willing and able to serve as directors if elected
and have consented to being named as nominees in this Proxy Statement.
If any Board Nominee should for any reason become unavailable for
election, it is intended that the proxies will be voted for such
substitute nominees as shall be designated by the present Board of
Directors, unless the proxies direct otherwise.
NOMINEES TO SERVE A THREE-YEAR TERM EXPIRING AT THE 2000 ANNUAL MEETING
William K. Powell, age 75, 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.
Joseph W. Turner, age 33, joined Bancorp in 1995. He has been employed
by Great Southern since 1991. He currently serves as Executive Vice
President and General Counsel for Bancorp and President and General
Counsel for Great Southern. Prior to joining Great Southern Mr. J.
Turner was an attorney with the Kansas City, Missouri law firm of
Stinson, Mag and Fizzell. Mr. J. Turner is the son of William V. Turner
and the nephew of Judge Turner.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF EACH NOMINEE
NAMED IN THIS PROXY STATEMENT.
<PAGE> 4
THE BOARD OF DIRECTORS
INFORMATION WITH RESPECT TO THE CONTINUING DIRECTORS
In addition to the two nominees proposed to serve on the Bancorp Board of
Directors, the following individuals are also on the Bancorp Board, for a
term ending on the date of the annual meeting of stockholders in the year
indicated. The principal occupation and business experience for the last
five years and certain other information with respect to each continuing
director of Bancorp is set forth below. The information concerning the
continuing directors has been furnished by them to Bancorp.
DIRECTORS SERVING A THREE-YEAR TERM EXPIRING AT THE 1999 ANNUAL MEETING
William E. Barclay, age 67 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 60, was elected 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 election 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.
DIRECTOR SERVING A THREE-YEAR TERM EXPIRING AT THE 1998 ANNUAL MEETING
William V. Turner, age 65, has served as the Chairman of the Board and
Chief Executive Officer of Great Southern since 1974 and President of
Great Southern from 1974 to 1997. Mr. W. Turner 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
Albert F. Turner who is currently a director of Bancorp and Great
Southern and father of Joseph W. Turner who is a nominee for director,
and Executive Vice President and General Counsel of Bancorp and President
and General Counsel for Great Southern.
<PAGE> 4 (continued) & 5
DIRECTOR SERVING A THREE-YEAR TERM EXPIRING AT THE 1997 ANNUAL MEETING
Albert F. Turner, age 67, 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.
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
Business Development 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 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
inquires as to whether the outside auditors are completely satisfied with
the audit results, discussing any recommendations and comments the
auditors may have, (c) reviews 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 independent auditors for
Bancorp and its subsidiaries.
<PAGE> 5 (continued)
The Stock Option Committee is comprised of Directors Albert Turner
(Chairman), Barclay and Powell. The Committee held six meetings in
Fiscal Year 1997 and will meet as necessary to consider proposals for the
granting of Incentive Stock Options and other awards to employees.
The Compensation Committee, which consists solely of disinterested
outside directors, is comprised of Directors Barclay (Chairman), Frazier
and Powell. The Compensation Committee is responsible for reviewing and
evaluating executive compensation and administering the compensation and
benefit programs of Bancorp and its subsidiaries. The Committee met one
time in Fiscal Year 1997. Bancorp's Compensation Committee's Report on
Executive Compensation is set forth under "Executive Compensation."
The Business Development Committee is comprised of Director Barclay and
various employees of the Bancorp and its subsidiaries. The Committee met
two times during the last fiscal year. The purpose of the Business
Development Committee is to establish objectives and methods of
developing new customers, primarily in the commercial lending area.
DIRECTORS' COMPENSATION
Directors of Bancorp receive a monthly fee of $250, which is the only
compensation paid to such directors 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. which is William V. Turner, receives a
monthly fee of $600, $0 and $100, respectively for his service on such
boards. The directors of Bancorp and its subsidiaries are not paid any
fees for committee service other than the Business Development Committee
which pays a monthly fee of $200 and are not reimbursed for their costs
in attending the Board of Directors or any committee meetings.
BOARD OF DIRECTORS OF SUBSIDIARIES
The Board of Directors of Bancorp elect the directors of Bancorp's
subsidiaries. Currently, William K. Powell, William E. Barclay, Larry D.
Frazier, William V. Turner and Albert F. Turner serve as directors of
Great Southern Bank FSB ("Great Southern"), and Mr. William V. Turner is
the sole director of Bancorp's other subsidiaries. The directors of
Great Southern and Bancorp's other subsidiaries also serve until their
successors are elected and qualified, or as otherwise provided in the
respective company's bylaws.
<PAGE> 5 (continued)
INDEBTEDNESS OF MANAGEMENT AND TRANSACTIONS WITH CERTAIN RELATED PERSONS
Great Southern, like many financial institutions, has from time to time
extended loans to its officers, directors and employees, generally for
the financing of their personal residences, at favorable interest rates.
Generally, residential loans have been 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. From August,
1989 to August 1996, all such transactions were made on terms and
conditions, including interest rates, comparable to those for similar
transactions with non-affiliates. 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, 1996 except as noted below.
<TABLE>
<CAPTION>
Largest Amount
Outstanding
Date of Since Balance as Interest
Name Loan 7/1/96 of 6/30/97 Rate Type
------------------ ------- -------------- ---------- -------- -------------
<S> <C> <C> <C> <C> <C>
William V. Turner 8/30/95 $333,358 $329,373 5.80% Home Mortgage
Joseph W. Turner 9/27/94 $196,599 $194,129 5.80% Home Mortgage
Richard L. Wilson 7/31/96 $101,250 $100,214 5.80% Home Mortgage
</TABLE>
<PAGE> 6
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, 1997 with
compensation of $100,000 or more.
<TABLE>
- ---------------------------------------------------------------------
Long-Term
Compensation
Annual Compensation Awards
---------------------------- Other Annual Options/ All Other
Name and Salary Bonus Compensation SARs Compensation
Principal Position Year ($) ($) ($)(1) (#)(2) ($)(3)
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
William V. Turner 1997 263,394 131,951 47,632 30,000 3,632
Chairman of the Board, 1996 262,208 187,863 47,154 30,000 2,850
President and Chief 1995 249,658 110,500 53,019 -- 642
Executive Officer
Don M. Gibson 1997 138,321 -- 2,411 15,000 3,596
Executive Vice President, 1996 129,835 -- 2,294 15,000 2,466
Chief Operating Officer and 1995 116,771 -- 2,020 -- 634
Chief Financial Officer
Joseph W. Turner 1997 122,583 -- 3,516 15,000 3,130
Executive Vice President 1996 105,000 -- 1,993 15,000 2,085
and General Counsel 1995 87,083 -- 195 -- 609
- -------------------------
</TABLE>
(1) 1997 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 $7,813, Mr. Gibson $1,632 and Mr. J. Turner $2,980); (c)
$195 of health club dues each paid for Messrs. Gibson and J. Turner; (d)
tickets to sporting and other events of $7,020 for Mr. W. Turner, $200
for Mr. Gibson and $341 for Mr. J. Turner and (e) physical examination
costs for Mr. W. Turner of $1,599 and Mr. Gibson of $384.
(2) Option numbers have been adjusted to reflect the October 21, 1996 2-
for-1 stock split.
(3) 1997 Includes (a) company matching contributions to Bancorp's 401K
Plan (Mr. W. Turner $3,092, Mr. Gibson $3,056 and Mr. J. Turner $2,590);
and (b) term life insurance premiums paid by Great Southern for the
benefit of Messrs. W. Turner, Gibson, and J. Turner of $540 each.
<PAGE> 6 (continued) & 7
OPTION GRANTS DURING THE FISCAL YEAR ENDED JUNE 30, 1997
The following table sets forth options to acquire shares of Bancorp's
Common Stock which were granted to the executive officers named in the
Summary Compensation Table during the Fiscal Year 1997.
<TABLE>
OPTION GRANTS IN 1997
Individual Grants
------------------------------------------------------------------------------------------
Potential Realizable
Number of % of Value at Assumed
Securities Total Options Annual Rate of
Underlying Granted to Exercise or Stock Price
Options Granted All Employees Base Price Expiration Appreciation for
Name (number of shares) in 1997 ($ per share) Date Option Term
- -------------------- ------------------ ------------- ------------- ----------- -------------------
5% 10%
-------- --------
<S> <C> <C> <C> <C> <C> <C>
William V. Turner 30,000 33.5% $16.225 9-18-2001 $306,114 $775,754
Don M. Gibson 15,000 16.7 14.75 9-18-2006 139,143 352,616
Joseph W. Turner 15,000 16.7 14.75 9-18-2006 139,143 352,616
</TABLE>
OPTION EXERCIXES 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, 1997 and the number and
value of unexercised options held by such executive officers at the
fiscal year-end.
<TABLE>
- ---------------------------------------------------------------------------------------------------------------
Number of Securities Value of Unexercised
Underlying Unexercised in-the-money
Shares Options at Fiscal Year-End(2) Options at Fiscal Year-End(3)
Acquired on Value ---------------------------- -----------------------------
Exercise Realized(1) Exercisable Unexercisable Exercisable Unexercisable
---------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
William V. Turner 28,400 $ 455,000 34,762 60,000 $ 538,811 $172,320
Don M. Gibson 115,116 $1,871,448 0 30,000 $ 0 $124,680
Joseph W. Turner 1,800 $ 25,650 7,720 30,000 $ 104,220 $124,680
- ---------------
</TABLE>
(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) Options have been adjusted where appropriate to reflect the October
21, 1996 2-for-1 stock split.
(3) The value of unexercised options was calculated at a per share price
of $17 less the exercise price per share. The closing price of Bancorp's
Common Stock as reported on the NASDAQ National Market System on August
19, 1997 was $17 per share.
<PAGE> 7 (continued)
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
for the term of the agreement.
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,
1997, Messrs. W. Turner, Gibson and J. Turner had 22, 21 and 5 years,
respectively, of credited service under the pension plan. Since the
pension plan is fully funded, there were no contributions during the
Fiscal Year 1997 for Messrs. W. Turner, Gibson and J. Turner.
Average Annual Years of Service
Covered Compensation 10 20 30 40
- --------------------- --------- ---------- ---------- -----------
$ 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
200,000 40,000 80,000 120,000 125,000(1)
250,000 50,000 100,000 125,000(1) 125,000(1)
300,000 60,000 120,000 125,000(1) 125,000(1)
350,000 70,000 125,000(1) 125,000(1) 125,000(1)
(1) The maximum retirement benefit currently permitted by federal law is
$125,000 per year for this type of plan.
<PAGE> 8
REPORT ON EXECUTIVE COMPENSATION(1)
General. The Compensation Committee (the "Committee") of Bancorp, which
consists solely of disinterested outside directors, administers the
compensation and benefit programs of Bancorp and its subsidiaries and
determines the compensation of senior management. The Committee is
responsible for setting and administering the policies which govern
annual compensation. During Fiscal Year 1997, the compensation of Great
Southern's executive 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 1997.
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 1997, the Committee evaluated executive compensation
with the intent of meeting the following objectives:
- -- maintain the financial strength, safety and soundness of Bancorp and
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;
- -- contain fixed costs by de-emphasizing fixed pay while emphasizing
variable pay based on performance;
- -- provide fair, reasonable and competitive base salaries;
- -- provide the opportunity to earn additional compensation if Bancorp's
stockholders experience long-term increases in the value of Bancorp
stock; and
- -- emphasize long-term stock ownership of Bancorp stock by executive
officers.
<PAGE> 8 (continued)
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 1996, Great Southern achieved record core earnings and
record asset levels. Based on these results, Mr. W. Turner was awarded a
bonus of $149,000 compared to a bonus of $148,000 in calendar year 1995.
Option Plan. In 1989, Bancorp's stockholders 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 stockholders 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.
<PAGE> 9
The Stock Option Committee, consisting of Directors Albert Turner,
Barclay and Powell considers additional options each year as needed to
attract and retain employees. The Stock Option Committee, with the
approval of the Board of Directors, awarded the following options in
Fiscal Year 1997: William V. Turner 30,000; Don M. Gibson 15,000 and
Joseph W. Turner 15,000. Further detail about the options granted in 1997
can be found under the table "Option Grants in 1997".
Dated as of August 20, 1997
Compensation Committee
WILLIAM E. BARCLAY WILLIAM K. POWELL LARRY D. FRAZIER
(1) The Bancorp Compensation Committee Report on Executive Compensation
and the Stock Performance Graph included herein shall not be incorporated
by reference into any filings under the Securities Act of 1933 or the
Exchange Act, either as amended, notwithstanding the incorporation by
reference of the Proxy Statement into any such filings.
STOCK PERFORMANCE GRAPH
The following graph sets forth the yearly percentage change in the
cumulative total stockholder return in the Company's Common Stock for the
five fiscal years ended June 30, 1997 compared with the cumulative total
returns of the NASDAQ U.S. Stock Index and the NASDAQ Financial Stocks
Index for the same periods. The graph assumes $100 invested in the
Company's common stock on June 30, 1992. Total return also assumes
reinvestment of dividends.
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
much better performer than these two indices in the last four of the five
years. The amounts plotted on the graph are as follows:
6/92 6/93 6/94 6/95 6/96 6/97
---- ---- ---- ---- ---- ----
Great Southern 100 113 188 251 369 443
NASDAQ US Companies 100 126 127 169 218 265
NASDAQ Financial 100 131 148 170 221 323)
<PAGE> 10
PRINCIPAL STOCKHOLDERS AND STOCKHOLDINGS OF MANAGEMENT
The following table sets forth certain information as of the Record Date
as to those persons believed by management of Bancorp to be beneficial
owners of more than five percent of Bancorp's outstanding shares of
Common Stock. Persons, legal or natural, and groups beneficially owning
in excess of five 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 five percent of Bancorp's
Common Stock as of the Record Date. The holders have sole voting and
dispositive power, unless otherwise noted.
Name and Address Amount and Percent of
of Beneficial Owner Nature of Beneficial Ownership(1) Class(2)
- ------------------------ --------------------------------- ----------
William V. Turner 1,053,996(3,5) 12.97%
925 St. Andrews Circle
Springfield, MO 65809
Ann S. Turner 1,053,996(4,5) 12.97
925 St. Andrews Circle
Springfield, MO 65809
Earl A. Steinert, Jr. 460,500 5.70
1736 E. Sunshine
Springfield, MO 65804
Turner Family Limited Partnership 783,012(5) 9.69
925 St. Andrews Circle
Springfield, MO 65809
Robert Mahoney 486,184 6.01
772 S. Augusta Dr.
Springfield, MO 65809
- ---------------------
(1) Under Rule 13d-3 under the Exchange Act, share amounts shown for
Bancorp's officers and directors include shares that they may acquire
upon the exercise of options that are exercisable at the Record Date or
will become exercisable within 60 days of such date. The holders may
disclaim beneficial ownership of the included shares which are owned by
or with family members, trusts or other entities.
(2) The percentage ownership is based on the number of shares outstanding
as of the Record Date.
<PAGE> 10 (continued) & 11
(3) This figure includes 42,292 shares which may be acquired through
option exercises. This figure also includes 33,617 shares held in
various capacities by Ann S. Turner, Mr. W. Turner's wife, which Mr. W.
Turner may be deemed to beneficially own, 44,426 shares held by the
Turner Family Foundation which Mr. Turner may be deemed to beneficially
own and 783,012 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 and the Turner Family Foundation.
(4) This figure includes 192,941 shares held in various capacities by
William V. Turner, Mrs. Turner's husband, which Mrs. Turner may be deemed
to beneficially own, 44,426 shares held by the Turner Family Foundation
which Mrs. Turner may be deemed to beneficially own and 783,012 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 and the Turner
Family Foundation.
(5) Due to the rules for determining beneficial ownership, the same
securities may be attributed as being beneficially owned by more than one
person.
STOCK OWNERSHIP OF MANAGEMENT
The following table sets forth information as of the Record Date, as to
shares of Common Stock beneficially owned by the directors and nominees
named under "Election of Directors" and "The Board 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.
Amount and Percent of
Name Nature of Beneficial Ownership(1) Class
--------------------- --------------------------------- ----------
William V. Turner 1,053,996(2) 12.97%
William E. Barclay 56,656(3) .70
Larry D. Frazier 68,000 .84
William K. Powell 194,940 2.41
Albert F. Turner 53,522(4) .66
Don M. Gibson 311,990(5) 3.86
Joseph W. Turner 34,062(6) .42
Directors and Executive Officers
as a Group (9 persons) 1,872,330(7) 22.99
(1) Under Rule 13d-3 under the Exchange Act, share amounts shown for
Bancorp's officers and directors include shares that they may acquire
upon the exercise of options that are exercisable at the Record Date or
will become exercisable within 60 days of such date. The holders may
disclaim beneficial ownership of the included shares which are owned by
or with family members, trusts or other entities.
<PAGE> 11 (continued)
(2) 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.
(3) Mr. Barclay shares voting and dispositive power with his spouse with
respect to all shares.
(4) Mr. Albert Turner shares voting and dispositive power with his spouse
with respect to all shares.
(5) The figure includes 3,750 shares that may be acquired through option
exercises.
(6) This figure includes 11,470 shares that may be acquired through
option exercises.
(7) The figure includes 61,262 shares that may be acquired through option
exercises by all directors and executive officers as a group.
PROPOSAL 2. APPROVAL OF THE GREAT SOUTHERN BANCORP, INC.
1997 STOCK OPTION AND INCENTIVE PLAN
GENERAL
The Board of Directors of Bancorp on August 20, 1997, adopted the Great
Southern Bancorp, Inc. 1997 Stock Option and Incentive Plan (the
"Incentive Plan") attached hereto as Annex A. The purpose of the
Incentive Plan is to advance the interests of Bancorp and its
stockholders by providing key officers and employees of Bancorp and its
affiliates, including Great Southern, upon whose judgment, initiative and
efforts the successful conduct of the business of Bancorp and its
affiliates largely depends, with an additional incentive to perform in a
superior manner as well as to attract people with experience and ability.
Nothing in the Incentive Plan or in any Award granted confers on any
person any right to continue in the employ of Bancorp or its affiliates
or to continue to perform services for Bancorp or its affiliates or
interferes in any way with the right of Bancorp or its affiliates to
terminate such person's services as an officer or other employee at any
time. The following is a summary of the material features of the
Incentive Plan which is qualified in its entirety by reference to the
complete provisions of the attached Incentive Plan.
<PAGE> 11 (continued) & 12
The Incentive Plan authorizes the granting of incentive stock options
("ISOs"), non-qualified stock options ("NQSOs") (ISOs and NQSOs are at
times hereinafter collectively referred to as "Options"), limited stock
appreciation rights ("LSARs"), stock appreciation rights ("SARs") and
restricted stock ("Restricted Stock") (Options, LSARs, SARs and
Restricted Stock are at times hereinafter collectively referred to as
"awards") to such officers, directors and other key employees of Bancorp
or its affiliates as the Stock Option Committee (the "committee") of the
Board of Directors may determine. Subject to adjustments upon changes in
capitalization, the maximum number of shares with respect to which Awards
may be made under the Incentive Plan is 800,000. The Committee selects
the officers and employees to whom Awards are to be granted and the
number of shares to be granted based upon, among other factors, the
officer's or employee's length of service, the amount of compensation,
and the nature of responsibilities, duties and functions.
No Awards under the Incentive Plan or any rights therein may be
transferred by the participant other than upon death by will or the laws
of descent and distribution and may only be exercised during his lifetime
by the optionee, or by his guardian or legal representative. Any person
to whom an Award is transferred by will or the laws of descent and
distribution may exercise such Award within a period of one year from the
date of death of the Incentive Plan participant. No Awards may be
granted under the Incentive Plan upon the earlier of ten years after the
effective date of the Incentive Plan or the issuance of Common Stock upon
the exercise of Options or other Awards equaling the maximum number of
shares reserved under the Incentive Plan as set forth in Section 5 of the
Incentive Plan.
The purpose of requesting stockholder approval of the Incentive Plan is
to qualify the Incentive Plan for the granting of ISOs and to enable the
recipient of Options to qualify for certain exemptive treatment from the
short-swing profit recapture provisions of Section 16(b) of the Exchange
Act. The Incentive Plan and the Awards granted thereunder are subject to
the approval of the stockholders of Bancorp by the affirmative vote of
the holders of a majority of the shares of Common Stock present in person
or represented by proxy and voted at the Annual Meeting.
OPTIONS
Options granted under the Incentive Plan may be either ISOs (options
which afford tax benefits to recipients upon compliance with certain
conditions, and which do not result in tax deductions to Bancorp), or
NQSOs (options which do not afford income tax benefits to recipients, but
which may provide tax deductions for Bancorp).
<PAGE> 12 (continued)
ISOs under the Incentive Plan may be exercised at such times as the
Committee determines (but not after ten years from the date of grant) and
at such purchase prices not less than 100% of the fair market value of
Bancorp Common Stock on the date the option is granted or, in the case of
an employee owning more than 10% of the Common Stock of Bancorp, not less
than 110% of the fair market value of Bancorp Common Stock on the date
the option is granted. NQSOs under the Incentive Plan may be exercised
at such times as the Committee determines and at such purchase prices not
less than 100% of the fair market value of the Common Stock of Bancorp on
the date the option is granted. The purchase price may be paid in cash
or, subject to the approval of the Committee, by surrender of shares of
Common Stock at the fair market value thereof.
Each Option shall become exercisable in installments as determined by the
Committee. The shares comprising each installment may be purchased in
whole or in part at any time after such installment becomes purchasable,
provided that in the case of ISOs, the value of options able to be first
exercised in any given year is no greater than $100,000, such value being
determined at the time the options are granted as provided by the terms
of Section 422A of the Internal Revenue Code of 1986, as amended. The
Committee, in its sole discretion, may accelerate the time at which any
Option may be exercised in whole or in part. Notwithstanding the above,
in the event of a change in control of Bancorp (as defined in the
Incentive Plan), all Options granted under the Incentive Plan will become
immediately exercisable.
Except in the event of death or disability or termination of employment
without cause, no Option may be exercisable more than three months after
the date on which the optionee ceases to perform services for Bancorp.
If an employee is terminated for cause all Options expire upon such
employee's termination of employment with Bancorp. An optionee shall
have no rights as a stockholder with respect to any shares covered by any
Options until the date of issuance of a stock certificate for such
shares.
TAX TREATMENT OF ISOS AND NQSOS
In the case of an ISO, an optionee will not recognize taxable income upon
grant or exercise of such Option and no gain or loss will be recognized
by Bancorp for tax purposes nor will Bancorp receive a compensation
deduction as a result of the exercise of an ISO. An optionee will be
deemed to receive ordinary income upon exercise of a NQSO in an amount
equal to the amount by which the exercise price is exceeded by the fair
market value of the Common Stock on the date of exercise. The amount of
any ordinary income deemed received by an optionee due to the exercise of
a NQSO may be a deductible expense of Bancorp.
<PAGE> 12 (continued) & 13
RESTRICTED STOCK AWARDS
The Committee also has the authority, subject to the limitations of the
Incentive Plan, to grant Awards d Restricted Stock to key officers and
employees. At the time of an Award of Restricted Stock, shares of Common
Stock will be issued to the Award recipient and the Committee will
establish a restricted period during which, or at the expiration of
which, such shares shall vest and may then be transferred, pledged or
otherwise encumbered by the recipient.
SARS AND LSARS
The Incentive Plan also provides that the Committee may issue to key
officers and employees SARs or LSARs. An SAR, upon its exercise,
entitles the recipient to whom such SAR was granted to receive a number
of shares or cash or combination thereof, as the Committee in its
discretion shall determine, the aggregate value of which (i.e., the sum
of the amount of cash and or market value of such shares on the date of
exercise) shall equal the amount by which the market value per share on
the date of such exercise shall exceed the exercise price of such SAR,
multiplied by the number of shares with respect to which such SAR shall
have been exercised. An SAR may be related to an Option or may be
granted independently of any Option as the Committee shall from time to
time in each case determine.
LSARs may be granted by the Committee in connection with and be related
to an option or an SAR. An LSAR, upon its exercise, entitles the
recipient to whom such LSAR was granted to receive an amount of cash
equal to the amount by which the offer price per share or the market
value on the date of such exercise, as shall have been provided by the
Committee in its discretion at the time of grant, shall exceed the
exercise price of such LSAR, multiplied by the number of shares with
respect to which such LSAR shall have been exercised. Upon the exercise
of an LSAR, any related option or SAR shall cease to be exercisable to
the extent of the shares to which the LSAR was exercised.
AMENDMENT OF INCENTIVE PLAN
The Board of Directors may amend, suspend or terminate the Incentive Plan
in any respect; provided that no amendment shall be made without the
approval of stockholders of Bancorp which shall (i) materially increase
the aggregate number of shares with respect to which Awards may be made
under the Incentive Plan, (ii) materially increase the aggregate number
of shares of Common Stock which may be subject to Awards to participants
who are not employees, or (iii) change the class of persons eligible to
participate in the Incentive Plan; provided, however, that no such
amendment, suspension or termination shall impair the rights of any
participant under the Incentive Plan, without his consent, in any Award
theretofore made pursuant to the Incentive Plan.
<PAGE> 13 (continued) & 14
Unless marked to the contrary, the shares represented by properly
executed proxies will be voted FOR the adoption of the Bancorp 1997 Stock
Option and Incentive Plan.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF THE GREAT
SOUTHERN BANCORP, INC. 1997 STOCK OPTION AND INCENTIVE PLAN.
PROPOSAL 3. RATIFICATION OF INDEPENDENT AUDITORS
Bancorp's and its subsidiaries' independent auditors for the fiscal year
ended June 30, 1997 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, 1998, 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 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.
<PAGE> 14 (continued)
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.
<PAGE> 15
BENEFICIAL OWNERSHIP REPORTS OF MANAGEEMNT
Section 16(a) of the Exchange Act requires Bancorp's directors, certain
of its officers and persons who own more than ten percent of the Common
Stock, 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 furnished to Bancorp, and written
representations relative to the filing of certain forms, Bancorp is aware
of two late filings made by William E. Barclay for six transactions
occurring in November 1994, April 1995 and September 1996, and one late
filing made by Earl A. Steinert, Jr. for one transaction occurring in
November 1994 and one late filing by Robert Mahoney for two transactions
occurring in October 1996 and June 1997.
STOCKHOLDERS PROPOSALS
Stockholders of Bancorp wishing to include proposals in the proxy
materials in connection with the Annual Meeting of Bancorp to be held in
1998 must submit the same in writing so as to be received by the
Secretary of Bancorp at the executive office of Bancorp on or before May
17,1998. 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, 1997, 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 17, 1997
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> A-1
ANNEX A
GREAT SOUTHERN BANCORP, INC.
1997 Stock Option and Incentive Plan
1. Plan Purpose. The purpose of the Plan is to promote the long-term
interests of the Corporation and its stockholders by providing a means
for attracting and retaining officers and employees of the Corporation
and its Affiliates. It is intended that designated Options granted
pursuant to the provisions of this Plan to persons employed on a full-
time basis will qualify as Incentive Stock Options. Options granted to
persons who are not full-time employees will be Non-Qualified Stock
Options.
2. Definitions. The following definitions are applicable to the Plan:
"Affiliate" - means any "parent corporation" or "subsidiary corporation"
of the Corporation, as such terms are defined in Section 425(e) and (f),
respectively, of the Code.
"Association" - means Great Southern Bank, FSB.
"Award" - means the grant of an Incentive Stock Option, a Non-Qualified
Stock Option, a Stock Appreciation Right, a Limited Stock Appreciation
Right, or of Restricted Stock, or any combination thereof, as provided in
the Plan.
"Code" - means the Internal Revenue Code of 1986, as amended.
"Committee" - means the Committee referred to in Section 3 hereof.
"Continuous Service" - means the absence of any interruption or
termination of service as an officer or employee of the Corporation or an
Affiliate, except that when used with respect to persons granted an
Incentive Option means the absence of any interruption or termination of
service as a full-time employee of the Corporation or an Affiliate.
Service shall not be considered interrupted in the case of sick leave,
military leave or any other leave of absence approved by the Corporation
or in the case of transfers between payroll locations of the Corporation
or between the Corporation, its parent, its subsidiaries or its
successor.
"Corporation" - means Great Southern Bancorp, Inc., a Delaware
corporation.
<PAGE> A-1 (continued)
"Disinterested Person" - means any person who, at the time discretion
under the Plan is exercised, for selection as a Participant in the Plan
or as a person to whom stock may be allocated or to whom stock options or
stock appreciation rights may be granted pursuant to any other plan of
the Corporation or any of its affiliates (as that term is used in the
Securities Exchange Act of 1934) entitling the participants therein to
acquire stock, stock options or stock appreciation rights of the
Corporation or of any such affiliates.
"Employee" - means any person, including an officer, who is employed by
the Corporation or any Affiliate.
"Exercise Price" - means (i) in the case of an Option, the price per
Share at which the Shares subject to such Option may be purchased upon
exercise of such Option and (ii) in the case of a Right, the price per
Share (other than the Market Value per Share on the date of exercise and
the Offer Price per Share as defined in Section 10 hereof) which, upon
grant, the Committee determines shall be utilized in calculating the
aggregate value which a Participant shall be entitled to receive pursuant
to Sections 9, 10 or 13 hereof upon exercise of such Right.
"Incentive Stock Option" - means an option to purchase Shares granted by
the Committee pursuant to Section 6 hereof which is subject to the
limitations and restrictions of Section 8 hereof and is intended to
qualify under Section 422A of the Code.
"Limited Stock Appreciation Right" - means a stock appreciation right
with respect to Shares granted by the Committee pursuant to Sections 6
and 10 hereof.
"Market Value" - means the average of the high and low quoted sales price
on the date in question (or, if there is no reported sale on such date,
on the last preceding date on which any reported sale occurred) of a
Share on the Composite Tape for the New York Stock Exchange-Listed
Stocks, or, if on such date the Shares are not quoted on the Composite
Tape, on the New York Stock Exchange, or, if the Shares are not listed or
admitted to trading on such Exchange, on the principal United States
securities exchange registered under the Securities Exchange Act of 1934
on which the Shares are listed or admitted to trading, or, if the Shares
are not listed or admitted to trading on any such exchange, the mean
between the closing high bid and low asked quotations with respect to a
Share on such date on the National Association of Securities Dealers,
Inc., Automated Quotations System, or any similar system then in use, or,
if no such quotations are available, the fair market value on such date
of a Share as the Committee shall determine.
"Non-Qualified Stock Option" - means an option to purchase Shares granted
by the Committee pursuant to Section 6 hereof, which option is not
intended to qualify under Section 422A of the Code.
"Option" - means an Incentive Stock Option or a Non-Qualified Stock
Option.
<PAGE> A-1 (continued) & A-2
"Participant" - means any officer or employee of the Corporation or any
Affiliate who is selected by the Committee to receive an Award.
"Plan" - means the 1997 Stock Option and Incentive Plan of the
Corporation.
"Related" - means (i) in the case of a Right, a Right which is granted in
connection with, and to the extent exercisable, in whole or in part, in
lieu of, an Option or another Right and (ii) in the case of an Option, an
Option with respect to which and to the extent a Right is exercisable, in
whole or in part, in lieu thereof has been granted.
"Restricted Period" - means the period of time selected by the Committee
for the purpose of determining when restrictions are in effect under
Section 11 hereof with respect to Restricted Stock awarded under the
Plan.
"Restricted Stock" - means Shares which have been contingently awarded to
a Participant by the Committee subject to the restrictions referred to in
Section 11 hereof, so long as such restrictions are in effect.
"Right" - means a Limited Stock Appreciation Right or a Stock
Appreciation Right.
"Shares" - means the shares of common stock of the Corporation.
"Stock Appreciation Right" - means a stock appreciation right with
respect to Shares granted by the Committee pursuant to Sections 6 and 9
hereof.
3. Administration. The Plan shall be administered by a Committee
consisting of three or more members, each of whom shall be a
Disinterested Person. The members of the Committee shall be appointed by
the Board of Directors of the Corporation. Except as limited by the
express provisions of the Plan, the Committee shall have sole and
complete authority and discretion to (i) select Participants and grant
Awards: (ii) determine the number of Shares to be subject to types of
Awards generally, as well as to individual Awards granted under the Plan;
(iii) determine the terms and conditions upon which Awards shall be
granted under the Plan; (iv) prescribe the form and terms of instruments
evidencing such grants; and (v) establish from time to time regulations
for the administration of the Plan, interpret the Plan, and make all
determinations deemed necessary or advisable for the administration of
the Plan. The Committee may maintain, and update from time to time as
appropriate, a list designating selected directors, officers and
employees as Disinterested Persons. The purpose of such list shall be to
evidence the status of such individuals as Disinterested Persons, and the
Board of Directors may appoint to the Committee any individual actually
qualifying as a Disinterested Person, regardless of whether identified as
such on said list.
<PAGE> A-2 (continued)
A majority of the Committee shall constitute a quorum, and the acts of a
majority of the members present at any meeting at which a quorum is
present, or acts approved in writing by a majority of the Committee
without a meeting, shall be acts of the Committee.
4. Participation in Committee Awards. The Committee may select from time
to time Participants in the Plan from those officers and employees (other
than Disinterested Persons), of the Corporation or its Affiliates who, in
the opinion of the Committee, have the capacity for contributing to the
successful performance of the Corporation or its Affiliates.
5. Shares Subject to Plan. Subject to adjustment by the operation of
Section 12 hereof, the maximum number of Shares with respect to which
Awards may be made under the Plan is 800,000. The Shares with respect to
which Awards may be made under the Plan may be either authorized and
unissued shares or issued shares heretofore or hereafter reacquired and
held as treasury shares. Shares which are subject to Related Rights and
Related Options shall be counted only once in determining whether the
maximum number of Shares with respect to which Awards may be granted
under the Plan has been exceeded. An Award shall not be considered to
have been made under the Plan with respect to any Option or Right which
terminates or with respect to Restricted Stock which is forfeited, and
new Awards may be granted under the Plan with respect to the number of
Shares as to which such termination or forfeiture has occurred.
6. General Terms and Conditions of Options and Rights. The Committee
shall have full and complete authority and discretion, except as
expressly limited by the Plan, to grant Options and/or Rights and to
provide the terms and conditions (which need not be identical among
Participants) thereof. In particular, the Committee shall prescribe the
following terms and conditions: (i) the Exercise Price of any Option or
Right, which shall not be less than the Market Value per Share at the
date of grant of such Option or Right, (ii) the number of Shares subject
to, and the expiration date of, any Option or Right, which expiration
date shall not exceed ten years from the date of grant, (iii) the manner,
time and rate (cumulative or otherwise) of exercise of such Option or
Right, and (iv) the restrictions, if any, to be placed upon such Option
or Right or upon Shares which may be issued upon exercise of such Option
or Right. The Committee may, as a condition of granting any Option or
Right, require that a Participant agree not to thereafter exercise one or
more Options or Rights previously granted to such Participant.
<PAGE> A-2 (continued) & A-3
7. Exercise of Options or Rights.
(a) An Option or Right granted under the Plan shall be exercisable during
the lifetime of the Participant to whom such Option or Right was granted
only by such Participant and, except as provided in paragraphs (c) and
(d) of this Section 7, no such Option or Right may be exercised unless at
the time such Participant exercises such Option or Right, such
Participant has maintained Continuous Service since the date of grant of
such Option or Right. Cash settlements of rights may be made only in
accordance with any applicable restrictions pursuant to Rule 16b-3(e)
under the Securities Exchange Act of 1934 or any similar or successor
provision.
(b) To exercise an Option or Right under the Plan, the Participant to
whom such Option or Right was granted shall give written notice to the
Corporation in form satisfactory to the Committee (and, if partial
exercises have been permitted by the Committee, by specifying the number
of Shares with respect to which such Participant elects to exercise such
Option or Right) together with full payment of the Exercise Price, if
any, and to the extent required. The date of exercise shall be the date
on which such notice is received by the Corporation. Payment, if any is
required, shall be made either (i) in cash (including check, bank draft
or money order) or (ii) if permitted by the Committee, by delivering (A)
Shares already owned by the Participant and having a fair market value
equal to the applicable exercise price, such fair market value to be
determined in such appropriate manner as may be provided by the Committee
or as may be required in order to comply with or to conform to
requirements of any applicable laws or regulations, or (B) a combination
of cash and such Shares.
(c) If a Participant to whom an Option or Right was granted shall cease
to maintain Continuous Service for any reason (including total or partial
disability and normal or early retirement, but excluding death and
termination of employment by the Corporation or any Affiliate for cause),
such Participant may, but only within the period of three months
immediately succeeding such cessation of Continuous Service and in no
event after the expiration date of such Option or Right, exercise such
Option or Right to the extent that such Participant was entitled to
exercise such Option or Right at the date of such cessation, provided,
however, that such right of exercise after cessation of Continuous
Service shall not be available to a Participant if the Committee
otherwise determines and so provides in the applicable instrument or
instruments evidencing the grant of such Option or Right. If the
Continuous Service of a Participant to whom an Option or Right was
granted by the Corporation is terminated for cause, all rights under any
Option or Right of such Participant shall expire immediately upon the
giving to the Participant of notice of such termination.
<PAGE> A-3 (continued)
(d) In the event of the death of a Participant while in the Continuous
Service of the Corporation or an Affiliate or within the three month
period referred to in paragraph (c) of this Section 7, the person to whom
any Option or Right held by the Participant at the time of his death is
transferred by will or the laws of descent and distribution may, but only
to the extent such Participant was entitled to exercise such Option or
Right immediately prior to his death, exercise such Option or Right at
any time within a period of one year succeeding the date of death of such
Participant, but in no event later than ten years from the date of grant
of such Option or Right. Following the death of any Participant to whom
an Option was granted under the Plan, irrespective of whether any Related
Right shall have theretofore been granted to the Participant or whether
the person entitled to exercise such Related Right desires to do so, the
Committee may, as an alternative means of settlement of such Option,
elect to pay to the person to whom such Option is transferred by will or
by the laws of descent and distribution the amount by which the Market
Value per Share on the date of exercise of such Option shall exceed the
Exercise Price of such Option, multiplied by the number of Shares with
respect to which such Option is properly exercised. Any such settlement
of an Option shall be considered an exercise of such Option for all
purposes of the Plan.
8. Incentive Stock Options. Incentive Stock Options may be granted only
to Participants who are Employees. Any provision of the Plan to the
contrary notwithstanding, (i) no Incentive Stock Option shall be granted
more than ten years from the date the Plan is adopted by the Board of
Directors of the Corporation and no Incentive Stock Option shall be
exercisable more than ten years from the date such Incentive Stock Option
is granted, (ii) the Exercise Price of any Incentive Stock Option shall
not be less than the Market Value per Share on the date such Incentive
Stock Option is granted, (iii) any Incentive Stock Option shall not be
transferable by the Participant to whom such Incentive Stock Option is
granted other than by will or the laws of descent and distribution and
shall be exercisable during such Participant's lifetime only by such
Participant; (iv) no Incentive Stock Option shall be granted to any
individual who, at the time such Incentive Stock Option is granted, owns
stock possessing more than ten percent of the total combined voting power
of all classes of stock of the Corporation or any Affiliate unless the
Exercise Price of such Incentive Stock Option is at least 110 percent of
the Market Value per Share at the date of grant and such Incentive Stock
Option is not exercisable after the expiration of five years from the
date such Incentive Stock Option is granted, and (v) the aggregate Market
Value (determined as of the time any Incentive Stock Option is granted)
of the Shares with respect to which Incentive Stock Options are
exercisable for the first time by a Participant in any calendar year
shall not exceed $100,000.
<PAGE> A-3 (continued) & A-4
9. Stock Appreciation Rights. A Stock Appreciation Right shall, upon its
exercise, entitle the Participant to whom such Stock Appreciation Right
was granted to receive a number of Shares or cash or combination thereof,
as the Committee in its discretion shall determine, the aggregate value
of which (i.e., the sum of the amount of cash and/or Market Value of such
Shares on date of exercise) shall equal (as nearly as possible, it being
understood that the Corporation shall not issue any fractional shares)
the amount by which the Market Value per Share on the date of such
exercise shall exceed the Exercise Price of such Stock Appreciation
Right, multiplied by the number of Shares with respect of which such
Stock Appreciation Right shall have been exercised. A Stock Appreciation
Right may be Related to an Option or may be granted independently of any
Option as the Committee shall from time to time in each case determine.
At the time of grant of an Option the Committee shall determine whether
and to what extent a Related Stock Appreciation Right shall be granted
with respect thereto; provided, however, and notwithstanding any other
provision of the Plan, that if the Related Option is an Incentive Stock
Option, the Related Stock Appreciation Right shall satisfy all the
restrictions and limitations of Section 8 hereof as if such Related Stock
Appreciation Right were an Incentive Stock Option and as if other rights
which are Related to Incentive Stock Options were Incentive Stock
Options. In the case of a Related Option, such Related Option shall
cease to be exercisable to the extent of the Shares with respect to which
the Related Stock Appreciation Right was exercised. Upon the exercise or
termination of a Related Option, any Related Stock Appreciation Right
shall terminate to the extent of the Shares with respect to which the
Related Option was exercised or terminated.
10. Limited Stock Appreciation Rights. At the time of grant of an Option
or Stock Appreciation Right to any Participant, the Committee shall have
full and complete authority and discretion to also grant to such
Participant a Limited Stock Appreciation Right which is Related to such
Option or Stock Appreciation Right; provided, however and notwithstanding
any other provision of the Plan, that if the Related Option is an
Incentive Stock Option, the Related Limited Stock Appreciation Right
shall satisfy all the restrictions and limitations of Section 8 hereof as
if such Related Limited Stock Appreciation Right were an Incentive Stock
Option and as if all other Rights which are Related to Incentive Stock
Options were Incentive Stock Options. Notwithstanding any other
provision of the Plan, a Limited Stock Appreciation Right shall be
exercisable only during the period beginning on the first day following
the date of expiration of any "offer" (as such term is hereinafter
defined) and ending on the forty-fifth day following such date, provided,
however, that no Limited Stock Appreciation Right shall be exercisable by
a director or officer of the Corporation within six months of the date of
its grant.
<PAGE> A-4 (continued)
A Limited Stock Appreciation Right shall, upon its exercise, entitle the
Participant to whom such Limited Stock Appreciation Right was granted to
receive an amount of cash equal to the amount by which the "Offer Price
per Share" (as such term is hereinafter defined) or the Market Value on
the date of such exercise, as shall have been provided by the Committee
in its discretion at the time of grant, shall exceed the Exercise Price
of such Limited Stock Appreciation Right, multiplied by the number of
Shares with respect to which such Limited Stock Appreciation Right shall
have been exercised. Upon the exercise of a Limited Stock Appreciation
Right, any Related Option and/or Related Stock Appreciation Right shall
cease to be exercisable to the extent of the Shares with respect to which
such Limited Stock Appreciation Right was exercised. Upon the exercise
or termination of a Related Option or Related Stock Appreciation Right,
any Related Limited Stock Appreciation Right shall terminate to the
extent of the Shares with respect to which such Related Option or Related
Stock Appreciation Right was exercised or terminated.
For the purposes of this Section 10, the term "offer" shall mean any
tender offer or exchange offer for Shares other than one made by the
Corporation, provided that the corporation, person or other entity making
the offer acquires pursuant to such offer either (i) 25% of the Shares
outstanding immediately prior to the commencement of such offer or (ii) a
number of Shares which, together with all other Shares acquired in any
tender offer or exchange offer (other than one made by the Corporation)
which expired within sixty days of the expiration date of the offer in
question, equals 25% of the Shares outstanding immediately prior to the
commencement of the offer in question. The term "Offer Price per Share"
as used in this Section 10 shall mean the highest price per Share paid in
any Offer which Offer is in effect any time during the period beginning
on the sixtieth day prior to the date on which a Limited Stock
Appreciation Right is exercised and ending on the date on which such
Limited Stock Appreciation Right is exercised. Any securities or
property which are part or all of the consideration paid for Shares in
the Offer shall be valued in determining the Offer Price per Share at the
higher of (A) the valuation placed on such securities or property by the
corporation, person or other entity making such Offer or (B) the
valuation placed on such securities or property by the Committee.
11. Terms and Conditions of Restricted Stock. The Committee shall have
full and complete authority, subject to the limitations of the Plan, to
grant awards of Restricted Stock and, in addition to the terms and
conditions contained in paragraphs (a) through (f) of this Section 11, to
provide such other terms and conditions (which need not be identical
among Participants) in respect of such Awards, and the vesting thereof,
as the Committee shall determine and provide in the agreement referred to
in paragraph (d) of this Section 11.
<PAGE> A-4 (continued)
(a) At the time of an award of Restricted Stock, the Committee shall
establish for each Participant a Restricted Period during which or at the
expiration of which, as the Committee shall determine and provide in the
agreement referred to in paragraph (d) of this Section 11, the Shares
awarded as Restricted Stock shall vest, and subject to any such other
terms and conditions as the Committee shall provide, shares of Restricted
Stock may not be sold, assigned, transferred, pledged or otherwise
encumbered by the Participant, except as hereinafter provided, during the
Restricted Period. Except for such restrictions, and subject to
paragraphs (c), (d) and (e) of this Section 11 and Section 12 hereof, the
Participant as owner of such shares shall have all the rights of a
stockholder, including but not limited to the right to receive all
dividends paid on such shares and the right to vote such shares. The
Committee shall have the authority, in its discretion, to accelerate the
time at which any or all of the restrictions shall lapse with respect to
any shares of Restricted Stock prior to the expiration of the Restricted
Period with respect thereto, or to remove any or all of such
restrictions, whenever it may determine that such action is appropriate
by reasons of changes in applicable tax or other laws or other changes in
circumstances occurring after the commencement of such Restricted Period.
(b) Except as provided in Section 14 hereof, if a Participant ceases to
maintain Continuous Service for any reason (other than death, total or
partial disability or normal or early retirement) unless the Committee
shall otherwise determine and provide in the agreement referred to in
paragraph (d) of this Section 11, all shares of Restricted Stock
theretofore awarded to such Participant and which at the time of such
termination of Continuous Service are subject to the restrictions imposed
by paragraph (a) of this Section 11 shall upon such termination of
Continuous Service be forfeited and returned to the Corporation. Unless
the Committee shall have provided in the agreement referred to in
paragraph (d) of this Section 11 for a ratable lapse of restrictions with
respect to an award of shares of Restricted Stock during the Restricted
Period, if a Participant ceases to maintain Continuous Service by reason
of death, total or partial disability or normal or early retirement, such
portion of such shares of Restricted Stock awarded to such Participant
which at the time of such termination of Continuous Service are subject
to the restrictions imposed by paragraph (a) of this Section 11 as shall
be equal to the portion of the Restricted Period with respect to such
shares which shall have elapsed at the time of such termination of
Continuous Service shall be free of restrictions and shall not be
forfeited.
(c) Each certificate in respect of shares of Restricted Stock awarded
under the Plan shall be registered in the name of the Participant and
deposited by the Participant, together with a stock power endorsed in
blank, with the Corporation and shall bear the following (or a similar)
legend:
<PAGE> A-5
"The transferability of this certificate and the shares of stock
presented hereby are subject to the terms and conditions (including
forfeiture) contained in the 1997 Stock Option and Incentive Plan of
Great Southern Bancorp, Inc. and an Agreement entered into between the
registered owner and Great Southern Bancorp, Inc. Copies of such Plan and
Agreement are on file in the offices of the Secretary of Great Southern
Bancorp, Inc., 1451 East Battlefield, Springfield, Missouri 65804"
(d) At the time of an award of shares of Restricted Stock, the
Participant shall enter into an Agreement with the Corporation in a form
specified by the Committee, agreeing to the terms and conditions of the
award and such other matters as the Committee shall in its sole
discretion determine.
(e) At the time of an award of shares of Restricted Stock, the Committee
may, in its discretion, determine that the payment to the Participant of
dividends declared or paid on such shares, or specified portion thereof,
by the Corporation shall be deferred until the earlier to occur of (i)
the lapsing of the restrictions imposed under paragraph (a) of this
Section 11 or (ii) the forfeiture of such shares under paragraph (b) of
this Section 11, and shall be held by the Corporation for the account of
the Participant until such time. In the event of such deferral, there
shall be credited at the end of each year (or portion thereof) interest
on the amount of the account at the beginning of the year at a rate per
annum as the Committee, in its discretion, may determine. Payment of
deferred dividends, together with interest accrued thereon as aforesaid,
shall be made upon the earlier to occur of the events specified in (i)
and (ii) of the immediately preceding sentence.
(f) At the expiration of the restrictions imposed by paragraph (a) of
this Section 11, the Corporation shall redeliver to the Participant (or
where the relevant provision of paragraph (b) of this Section 11 applies
in the case of a deceased Participant, to his legal representative,
beneficiary or heir) the certificate(s) and stock power deposited with it
pursuant to paragraph (c) of this Section 11 and the Shares represented
by such certificate(s) shall be free of the restrictions referred to in
paragraph (a) of this Section 11.
<PAGE> A-5 (continued)
12. Adjustments Upon Changes in Capitalization. In the event of any
change in the outstanding Shares subsequent to the effective date of the
Plan by reason of any reorganization, recapitalization, stock split,
stock dividend, combination or exchange of shares, merger, consolidation
or any change in the corporate structure or Shares of the Corporation,
the maximum aggregate number and class of shares as to which Awards may
be granted under the Plan and the number and class of shares with respect
to which Awards theretofore have been granted under the Plan shall be
appropriately adjusted by the Committee, whose determination shall be
conclusive. Any shares of stock or other securities received, as a
result of any of the foregoing, by a Participant with respect to
Restricted Stock shall be subject to the same restrictions and the
certificate(s) or other instruments representing or evidencing such
shares or securities shall be legended and deposited with the Corporation
in the manner provided in Section 11 hereof.
13. Effect of Merger on Options or Rights. In the event of any merger or
consolidation of the Corporation (other than a merger or consolidation in
which the Corporation is the continuing institution and which does not
result in the outstanding Shares being converted into or exchanged for
different securities, cash or other property, or any combination thereof)
pursuant to a plan or agreement the terms of which are binding upon all
stockholders of the Corporation (except to the extent that dissenting
stockholders may be entitled, under statutory provisions or provisions
contained in the certificate of incorporation, to receive the appraised
or fair value of their holdings), any Participant to whom an Option or
Right has been granted at least 6 months prior to such event shall have
the right (subject to the provisions of the Plan and any limitation
applicable to such Option or Right), thereafter and during the term of
each such Option or Right, to receive upon exercise of any such Option or
Right an amount equal to the excess of the fair market value on the date
of such exercise of the securities, cash or other properly, or
combination thereof, receivable upon such merger, consolidation or
combination in respect of a Share over the Exercise Price of such Right
or Option, multiplied by the number of Shares with respect to which such
Option or Right shall have been exercised. Such amount may be payable
fully in cash, fully in one or more of the kind or kinds of property
payable in such merger, consolidation or combination, or partly in cash
and partly in one or more of such kind or kinds of property, all in the
discretion of the Committee.
14. Effect of Change in Control. Each of the events specified in the
following clauses (i) through (iii) of this Section 14 shall be deemed a
"change of control": (i) any third person, including a "group" as defined
in Section 13(d)(3) of the Securities Exchange Act of 1934, shall become
the beneficial owner of shares of the Corporation with respect to which
25% or more of the total number of votes for the election of the Board of
Directors of the Corporation may be cast, (ii) as a result of, or in
connection with, any cash tender offer, merger or other business
combination, sale of assets or contested election, or combination of the
foregoing, the persons who were directors of the Corporation shall cease
to constitute a majority of the Board of Directors of the Corporation or
<PAGE> A-5 (continued) & A-6
(iii) the shareholders of the Corporation shall approve an agreement
providing either for a transaction in which the Corporation will cease to
be an independent publicly owned association or for a sale or other
disposition of all or substantially all the assets of the Corporation;
provided, however, that the occurrence of any such events shall not be
deemed a "change in control" if, prior to such occurrence, a resolution
specifically approving such occurrence shall have been adopted by at
least a majority of the Board of Directors of the Corporation. If the
Continuous Service of any Participant of the Corporation or any Affiliate
is involuntarily terminated for whatever reason, at any time within
eighteen months after a change in control, unless the Committee shall
have otherwise provided in the agreement referred to in paragraph (d) of
Section 11 hereof, any Restricted Period with respect to Restricted Stock
theretofore awarded to such Participant shall lapse upon such termination
and all Shares awarded as Restricted Stock shall become fully vested in
the Participant to whom such Shares were awarded. If a tender offer or
exchange offer for Shares (other than such an offer by the Corporation)
is commenced, or if the event specified in clause (iii) above shall
occur, unless the Committee shall have otherwise provided in the
instrument evidencing the grant of an Option or Stock Appreciation Right,
all Options and Stock Appreciation Rights theretofore granted and not
fully exercisable shall become exercisable in full upon the happening of
such event and shall remain so exercisable for a period of sixty days
following such date, after which they shall revert to being exercisable
in accordance with their terms; provided, however, that no Option or
Stock Appreciation Right shall be exercisable by an officer of the
Corporation within six months of the date of grant of such Option or
Stock Appreciation Right and no Option or Stock Appreciation Right which
has previously been exercised or otherwise terminated shall become
exercisable.
15. Assignments and Transfers. No Award nor any right or interest of a
Participant under the Plan in any instrument evidencing any Award under
the Plan may be assigned, encumbered or transferred except, in the event
of the death of a Participant, by will or the laws of descent and
distribution.
16. Employee Rights Under the Plan. No officer or employee shall have a
right to be selected as a Participant nor, having been so selected, to be
selected again as a Participant and no officer, employee or other person
shall have any claim or right to be granted an Award under the Plan or
under any other incentive or similar plan of the Corporation or any
Affiliate. Neither the Plan nor any action taken thereunder shall be
construed as giving any employee any right to be retained in the employ
of the Corporation or any Affiliate.
<PAGE> A-6 (continued)
17. Delivery and Registration of Stock. The Corporation's obligation to
deliver Shares with respect to an Award shall, if the Committee so
requests, be conditioned upon the receipt of a representation as to the
investment intention of the Participant to whom such Shares are to be
delivered, in such form as the Committee shall determine to be necessary
or advisable to comply with the provisions of the Securities Act of 1933
or any other Federal, state or local securities legislation or
regulation. It may be provided that any representation requirement shall
become inoperative upon a registration of the Shares or other action
eliminating the necessity of such representation under such Securities
Act or other securities legislation. The Corporation shall not be
required to deliver any Shares under the Plan prior to (i) the admission
of such shares to listing on any stock exchange on which Shares may then
be listed, and (ii) the completion of such registration or other
qualification of such Shares under any state or Federal law, rule or
regulation, as the Committee shall determine to be necessary or
advisable.
This Plan is intended to comply with Rule 16b-3 under the Securities
Exchange Act of 1934. Any provision of the Plan which is inconsistent
with said Rule shall, to the extent of such inconsistency, be inoperative
and shall not affect the validity of the remaining provisions of the
Plan.
18. Withholding Tax. Upon the termination of the Restricted Period with
respect to any shares of Restricted Stock (or at any such earlier time,
if any, that an election is made by the Participant under Section 83(b)
of the Code, or any successor provision thereto, to include the value of
such shares in taxable income), the Corporation shall have the right to
require the Participant or other person receiving such shares to pay the
Corporation the amount of any taxes which the Corporation is required to
withhold with respect to such shares, or, in lieu thereof, to retain or
sell without notice, a sufficient number of shares held by it to cover
the amount required to be withheld. The Corporation shall have the right
to deduct from all dividends paid with respect to shares of Restricted
Stock the amount of any taxes which the Corporation is required to
withhold with respect to such dividend payments.
The Corporation shall have the right to deduct from all amounts paid in
cash with respect to the exercise of a Right under the Plan any taxes
required by law to be withheld with respect to such cash payments. Where
a Participant or other person is entitled to receive Shares pursuant to
the exercise of an Option or Right pursuant to the Plan, the Corporation
shall have the right to require the Participant or such other person to
pay the Corporation the amount of any taxes which the Corporation is
required to withhold with respect to such Shares.
<PAGE> A-6 (continued)
19. Amendment or Termination. The Board of Directions of the Corporation
may amend, suspend or terminate the Plan or any portion thereof at any
time, but (except as provided in Section 12) hereof no amendment shall be
made without approval of the stockholders of the Corporation which shall
(i) materially increase the aggregate number of Shares with respect to
which Awards may be made under the Plan, (ii) materially increase the
aggregate number of Shares which may be subject to Awards to Participants
who are not Employees or (iii) change the class of persons eligible to
participate in the Plan; provided, however, that no such amendment,
suspension or termination shall impair the rights of any Participant,
without his consent, in any Award theretofore made pursuant to the Plan.
20. Effective Date and Term of Plan. The Plan shall become effective upon
its adoption by the Board of Directors of the Corporation and approval of
the Plan by the affirmative vote of the holders of a majority of the
shares of Common Stock present in person or represented by proxy at the
1997 Annual Meeting of the Stockholders. It shall continue in effect for
a term of ten years unless sooner terminated under Section 19 hereof.
<PAGE> Proxy Card
PROXY
GREAT SOUTHERN BANCORP, INC.
/X/ PLEASE MARK VOTES AS IN THIS EXAMPLE
Annual Meeting of Stockholders
October 15, 1997
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,
1997 (the "Annual Meeting") and appoints the official proxy committee of
Bancorp, consisting of William V. Turner, William E. Barclay and Larry D.
Frazier, 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 Chateau on the Lake, 415 N. State Highway
265, Branson, Missouri on October 15, 1997, 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:
For Withhold
WILLIAM K. POWELL / / / /
JOSEPH W. TURNER / / / /
For Against Abstain
2. The approval of the Great Southern Bancorp,
Inc. 1997 Stock Option and Incentive Plan. / / / / / /
3. The ratification of the selection of Baird,
Kurtz and Dobson as independent auditors
for the fiscal year ending June 30, 1998. / / / / / /
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.
<PAGE> Proxy Card (continued)
This Proxy may be revoked in the manner described in the Proxy Statement
dated September 17, 1997, 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 Date
this Proxy in the box below.
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---------------------------------
Stockholder sign above
---------------------------------
Co-holder (if any) sign above
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Detach above card, sign, date and mail in postage paid envelope provided.
GREAT SOUTHERN BANCORP, INC.
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PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY
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