GREAT SOUTHERN BANCORP, INC.
1451 E. Battlefield
Springfield, Missouri 65804
(417) 887-4400
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on October 21, 1998
You are hereby notified and cordially invited to attend the 1998
Annual Meeting of the Stockholders (the "Annual Meeting") of Great
Southern Bancorp, Inc. ("Bancorp"), to be held at The Missouri Sports
Hall of Fame, 5051 S. Highland Springs Blvd., Springfield, Missouri,
on October 21, 1998, 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 one director for a term of three years;
2. The ratification of the selection of Baird, Kurtz and Dobson as
independent auditors of Bancorp for the short fiscal year ending
December 31, 1998; and
3. Such other matters as may properly come before the Annual Meeting
or any adjournments thereof.
Pursuant to the Bylaws of Bancorp, the Board of Directors has fixed
August 31, 1998 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 or
postponements thereof.
<PAGE> Notice continued
The Board of Directors of Bancorp unanimously recommends that you vote
FOR the election of the nominee named in the accompanying Proxy
Statement and FOR the ratification of the selection of Baird, Kurtz
and Dobson as independent auditors for Bancorp for the short fiscal
year ending December 31, 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 21, 1998
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 21, 1998
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,
1998 ("Fiscal Year 1998") (the "Annual Meeting") to be held at The
Missouri Sports Hall of Fame, 5051 S. Highland Springs Blvd.,
Springfield, Missouri at 10:00 a.m., local time, and at any and all
adjournments or postponements thereof. The Notice of the Annual
Meeting, a proxy card and Bancorp's Annual Report to Stockholders for
Fiscal Year 1998 (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
<PAGE> 1 continued and 2
custodians, nominees and fiduciaries for their reasonable expenses in
sending proxy materials to their principals and obtaining their
proxies.
The approximate date on which this Proxy Statement and the
accompanying Proxy Card are first being sent to stockholders of
Bancorp is September 21, 1998.
Voting
The close of business on August 31, 1998 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 or postponements 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 7,943,277, 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.
A director is 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 director. With regard to
the election of the director, 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 and 3
Shares Held Through a Broker. Bancorp Common Stock is listed for
trading on the Nasdaq Stock Market. 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 no effect on any proposal
presented at the Annual Meeting, including the election of directors.
All shares of Common Stock represented at the Annual Meeting by
proxies solicited hereunder will be voted in accordance with the
specifications made by the stockholders executing such proxies. If a
properly executed and unrevoked proxy solicited hereunder does not
specify how the shares represented thereby are to be voted, such
shares will be voted FOR the election as director of the person
nominated by the Board of Directors, FOR the ratification of the Board
of Directors' selection of independent accountants for the short
fiscal year ending December 31, 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.
PROPOSAL 1. ELECTION OF DIRECTOR
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 term of one of the
present directors is expiring at this Annual Meeting.
<PAGE> 3 continued and 4
The director elected at the Annual Meeting will hold office for a
three-year term expiring in 2001 or until his successor is elected and
qualified. Bancorp expects that the other directors will continue in
office for the remainder of their terms. The Nominee for director has
indicated that he is willing and able to serve as director if elected
and has consented to being named as nominee 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 nominee as shall be designated by the present Board of
Directors, unless the proxies direct otherwise.
Nominee to Serve a Three-Year Term Expiring at the 2001 Annual Meeting
William V. Turner, age 66, 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 father of Joseph W. Turner who is a
director, and Executive Vice President and General Counsel of Bancorp
and President and General Counsel for Great Southern.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE
NOMINEE NAMED IN THIS PROXY STATEMENT.
THE BOARD OF DIRECTORS
Information with Respect to the Continuing Directors
In addition to the nominee proposed to serve on the Bancorp Board of
Directors, the following individuals are also members of 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.
<PAGE> 4 continued
Directors Serving a Three-Year Term Expiring at the 2000 Annual
Meeting
William K. Powell, age 76, 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 34, 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.
Directors Serving a Three-Year Term Expiring at the 1999 Annual
Meeting
William E. Barclay, age 68 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 61, 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.
<PAGE> 4 continued and 5
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 Barclay. 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.
The Stock Option Committee is comprised of Directors Frazier
(Chairman), Barclay and Powell. The Committee held four meetings in
Fiscal Year 1998 and will meet as necessary to consider proposals for
the granting of Incentive Stock Options and other awards to employees.
<PAGE> 5 continued
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 1998. 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 three 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. who 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
Bancorp, as sole stockholder, elects the directors of its
subsidiaries. Currently, William K. Powell, William E. Barclay, Larry
D. Frazier, William V. Turner, Joseph W. Turner, Don M. Gibson and
Albert F. Turner serve as directors of Great Southern Bank ("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.
Indebtedness of Management and Transactions with Certain Related
Persons
<PAGE> 5 continued and 6
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, 1997 except as noted
below.
<TABLE>
<CAPTION>
Largest Amount
Outstanding Interest
Date of Since Balance as Rate at
Name Position Loan 7/1/97 of 6/30/98 6/30/98 Type
- ----------------- ------------------------------ -------- -------- --------------- -------- ---------
<S> <C> <C> <C> <C> <C> <C>
William V. Turner Chairman, President and CEO 08/30/95 $329,373 $324,949 5.73% Home Mortgage
Don M. Gibson Executive Vice President, COO, 12/30/97 $220,000 $218,836 5.73% Home Mortgage
CFO and Secretary 08/27/90 $119,829 -- n/a Rental House
08/09/79 $143,169 -- n/a Home Mortgage
Joseph W. Turner Executive Vice President and 10/08/97 $256,000 $254,127 5.82% Home Mortgage
General Counsel 09/27/94 $194,129 -- n/a Home Mortgage
05/29/98 $120,066 $120,066 8.50% Home Equity Loan
Richard L. Wilson Senior Vice President and 02/06/98 $413,600 $411,343 5.38% Home Mortgage
Controller of Great 07/31/96 $100,214 $199,070 8.38% Home Mortgage
Southern Bank
Steven G. Mitchem First Vice President and Senior 10/14/93 $54,750 -- 6.63% Home Mortgage
Lending Officer of Great 06/30/98 $265,000 $265,000 5.63% Home Mortgage
Southern Bank
</TABLE>
<PAGE> 6 continued
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, 1998 with compensation of $100,000 or more.
<TABLE>
<CAPTION>
Long-Term
Compensation
Annual Compensation Awards
--------------------------------- ---------
Other Annual Options/ All Other
Name and Salary Bonus Compensation SARs Compensation
Principal Position Year ($) ($) ($)(1) (#)(2) ($)(3)
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
William V. Turner 1998 289,593 191,732 42,229 7,500 5,290
Chairman of the Board, 1997 263,394 131,951 47,632 30,000 3,632
President and Chief 1996 262,208 187,863 47,154 30,000 2,850
Executive Officer
Don M. Gibson 1998 162,706 -- 2,255 5,000 5,150
Executive Vice President, 1997 138,321 -- 2,411 15,000 3,596
Chief Operating Officer and 1996 129,835 -- 2,294 15,000 2,466
Chief Financial Officer
Joseph W. Turner 1998 145,000 -- 3,665 5,000 4,611
Executive Vice President 1997 122,583 -- 3,516 15,000 3,130
and General Counsel 1996 105,000 -- 1,993 15,000 2,085
- ----------------------------------------
<FN>
(1)1998 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 $6,714, Mr. Gibson $1,657 and Mr. J. Turner
$2,515); (c) $195 of health club dues each paid for Messrs. Gibson and
J. Turner; (d) tickets to sporting and other events of $4,255 for Mr.
W. Turner and (e) physical examination costs for Mr. W. Turner of $60
and Mr. Gibson of $403 and Mr. J. Turner of $955.
(2)Option numbers have been adjusted to reflect the October 21, 1996
2-for-1 stock split, where applicable.
(3)1998 Includes (a) company matching contributions to Bancorp's 401K
Plan (Mr. W. Turner $4,750, Mr. Gibson $4,610 and Mr. J. Turner
$4,071); and (b) term life insurance premiums paid by Great Southern
for the benefit of Messrs. W. Turner, Gibson, and J. Turner of $540
each.
</TABLE>
<PAGE> 7
Option Grants During the Fiscal Year Ended June 30, 1998
The following table sets forth options to acquire shares of
Bancorp's Common Stock which were granted to the executive officers
named in the Summary Compensation Table during the Fiscal Year 1998.
<TABLE>
<CAPTION>
OPTION GRANTS IN 1998
Individual Grants
------------------------------------------------------------------------------------------
Potential Realizable
Number of % of Value at Assumed
Securities Total Options Annual Rate of
Underlying Granted to Exercise or Stock Price
Options Granted All Employees Base Price Expiration Appreciation for
Name (number of shares)(1) in 1998 ($ per share) Date Option Term
- ---------------- --------------------- --------------- ------------- ----------- ---------------------
5% 10%
--------- ---------
<S> <C> <C> <C> <C> <C> <C>
William V. Turner 7,500 14.0% $18.70 8-20-2002 $88,202 $223,522
Don M. Gibson 5,000 9.3 17.00 8-20-2007 53,456 135,468
Joseph W. Turner 5,000 9.3 18.70 8-20-2002 58,802 149,015
<FN>
(1) Shares for William V. Turner and Joseph W. Turner vest 25% per year after a one year holding period beginning
on the date of the grant (August 20, 1997). Shares for Don M. Gibson vest 25% per year after a two year holding
period beginning on the date of the grant (August 20, 1997).
</TABLE>
<PAGE> 7 continued
Option Exercises and Fiscal Year-End Values
The following table sets forth all stock options exercised by the
named executives during the fiscal year ended June 30, 1998 and the
number and value of unexercised options held by such executive
officers at the fiscal year-end.
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised in-the-money
Shares Options at Fiscal Year-End Options at Fiscal Year-End (2)
Acquired on Value --------------------------- -----------------------------
Exercise Realized(1) Exercisable Unexercisable Exercisable Unexercisable
----------- ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
William V. Turner 6,640 $ 154,380 50,652 45,000 $ 940,914 $456,098
Don M. Gibson 0 $ 0 3,750 31,250 $ 54,139 $363,666
Joseph W. Turner 1,160 $ 26,100 17,810 23,750 $ 277,893 $236,393
<FN>
(1) Value realized is calculated based on the difference between the
option exercise price and the closing market price of Bancorp's Common
Stock on the date of exercise multiplied by the number of shares to
which the exercise relates.
(2) The value of unexercised options was calculated at a per share
price of $25.375 less the exercise price per share. The closing price
of Bancorp's Common Stock as reported on the NASDAQ National Market
System on June 30, 1998 was $25.375 per share.
</TABLE>
Employment Agreements
William V. Turner, Don M. Gibson and Joseph W. Turner (the
"Employees") have entered into employment agreements with Great
Southern (the "Employment Agreements"). The Employment Agreements
provide that Great Southern may terminate the employment of any of the
Employees for "cause," as defined in the Employment Agreements, at any
time. The Employment Agreements also provide that in the event Great
Southern chooses to terminate the employment of any of the Employees
for reasons other than for cause, or in the event any of the Employees
resigns from Great Southern upon the failure of the Great Southern
Board of Directors to reelect any of the Employees to his current
office or upon a material lessening of his functions, duties or
responsibilities, such employee would be entitled to the payments owed
for the remaining term of the agreement. If the employment of any of
the Employees is terminated in connection with or within 12 months of
a "change in control" of Great Southern or Bancorp, each of the
Employees would be entitled to (i) a lump sum payment equal to 299% of
the employee's base amount of compensation as defined in Section
280G(b)(3) of the Internal Revenue Code of 1986, as amended (the
"Internal Revenue Code"), and (ii) continued payment of his salary
under the applicable Employment Agreement for the term of the
agreement. If Messrs. W. Turner, Gibson and J. Turner had been
entitled to the lump sum payments described in clause (i) of the
<PAGE> 7 continued and 8
preceding sentence as of June 30, 1998, such payments would have
amounted to $1,216,727, $378,839 and $295,501, respectively.
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, 1998, Messrs. W. Turner, Gibson and J.
Turner had 23, 22 and 6 years, respectively, of credited service under
the pension plan. Since the pension plan is fully funded, there were
no contributions during the Fiscal Year 1998 for Messrs. W. Turner,
Gibson and J. Turner.
Average Annual
Covered Compensation Years of Service
-------------------- -----------------------------------------------
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 80,000 120,000 130,000(1)
250,000 50,000 100,000 130,000(1) 130,000(1)
300,000 60,000 120,000 130,000(1) 130,000(1)
350,000 70,000 130,000(1) 130,000(1) 130,000(1)
- ------------------
(1)The maximum retirement benefit currently
permitted by federal law is $130,000 per year
for this type of plan.
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 1998, 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 1998.
<PAGE> 8 continued and 9
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 1998, 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.
- -------------------
(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.
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.
<PAGE> 9 continued
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 1997, Great Southern achieved record core earnings
and record asset levels. Based on these results, Mr. W. Turner was
awarded a bonus of $174,000 compared to a bonus of $149,000 in
calendar year 1996.
Option Plans. In 1989, Bancorp's stockholders approved the Bancorp's
1989 Stock Option Plan and in 1997 Bancorp's stockholders approved the
Bancorp's 1997 Stock Option Plan. Both are an integral part of the
executive compensation program. The plans are 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 plans, 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. 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 1998: William V. Turner 7,500; Don M. Gibson 5,000 and Joseph W.
Turner 5,000. Further detail about the options granted in 1998 can be
found under the table "Option Grants in 1998".
Dated as of August 19, 1998
Compensation Committee
WILLIAM E. BARCLAY WILLIAM K. POWELL LARRY D. FRAZIER
<PAGE> 10 and 11
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, 1998 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, 1993. 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 five years. The amounts
plotted on the graph are as follows:
6/93 6/94 6/95 6/96 6/97 6/98
---- ---- ---- ---- ---- ----
Great Southern 100 167 223 328 394 632
NASDAQ US Companies 100 101 135 173 210 278
NASDAQ Financial 100 113 129 168 246 319)
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)(4) Class(2)
- -------------------- ------------------------------------ ----------
William V. Turner 1,051,872(3) 13.13%
Ann S. Turner
Turner Family Limited Partnership
925 St. Andrews Circle
Springfield, MO 65809
<PAGE> 11 continued
Robert M. Mahoney 486,184 6.12
Joyce B. Mahoney
Tri-States Service Company
909 E. Trafficway
Springfield, MO 65802
Earl A. Steinert, Jr. 460,500 5.80
1736 E. Sunshine
Springfield, MO 65804
S&B Goodman Nominee Trust 400,000 5.04
7732 A Lexington Club Blvd
Delray Beach, FL 33446
Sidney A. Goodman 400,000 5.04
7732 A Lexington Club Blvd
Delray Beach, FL 33446
Barbara P. Goodman 400,000 5.04
7732 A Lexington Club Blvd
Delray Beach, FL 33446
- ------------------
(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.
(3) This figure includes 67,527 shares which may be acquired through
option exercises by William V. Turner. 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,
24,826 shares held by the Turner Family Foundation which Mr. and Mrs.
Turner may be deemed to beneficially own and 783,012 shares held by
the Turner Family Limited Partnership which Mr. and Mrs. 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. This figure also includes 142,890 shares
held in various capacities by William V. Turner, Mrs. Turner's
husband, 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.
<PAGE> 11 continued and 12
(4) Due to the rules for determining beneficial ownership, the same
securities may be attributed as being beneficially owned by more than
one person. These disclosures are based on: (i) a 13D filing dated
October 20, 1994 by William V. Turner, Ann S. Turner and the Turner
Family Limited Partnership; (ii) a 13D filing dated November 11, 1994
by Earl A. Steinert, Jr.; (iii) a 13D filing dated April 22, 1997 by
Robert M. Mahoney, Joyce B. Mahoney and Tri-States Service Company;
(iv) a 13G filing dated July 17, 1998 by S&B Goodman Nominee Trust;
(v) a 13G filing dated July 17, 1998 by Sidney A. Goodman; and (vi) a
13G filing dated July 17, 1998 by Barbara P. Goodman.
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 1,051,872(2) 13.13%
William E. Barclay 55,596(3) .70
Larry D. Frazier 62,500 .79
William K. Powell 194,940 2.45
Albert F. Turner 46,122(4) .58
Don M. Gibson 313,377(5) 3.94
Joseph W. Turner 48,356(6) .61
Directors and Executive
Officers as a Group
(9 persons) 1,879,115(7) 23.31
- -----------------
(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) 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 11,250 shares that may be acquired through
option exercises.
(6) This figure includes 26,560 shares that may be acquired through
option exercises.
<PAGE> 12 continued and 13
(7) The figure includes 116,837 shares that may be acquired through
option exercises by all directors and executive officers as a group.
PROPOSAL 2. RATIFICATION OF INDEPENDENT AUDITORS
Bancorp's and its subsidiaries' independent auditors for the fiscal
year ended June 30, 1998 were Baird, Kurtz and Dobson. In conjunction
with Bancorp's conversion to a bank holding company on June 30, 1998,
Bancorp's Board of Directors changed Bancorp's accounting and tax
years to a calendar year basis beginning January 1, 1999. To
transition from the current fiscal year ended June 30, 1998 to the
calendar year 1999, Bancorp will have a short fiscal year ending
December 31, 1998 that will include the six months from July 1, 1998
to December 31, 1998. 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 short fiscal year ending December 31, 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 by
the Deadline. The "Deadline" means the time that is 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, the "Deadline" means 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> 13 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> 14
Section 16(a) Beneficial Ownership Reporting Compliance
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 one late filing for William V. Turner for
two transactions occurring in December 1996 and January 1997, one late
filing by Ann S. Turner for two transactions occurring in December
1996 and January 1997, and one late filing by Richard L. Wilson for
one transaction in February 1997.
Stockholder Proposals
As noted above, Bancorp changed its fiscal year end from June 30 to
December 31 beginning December 31, 1998. Bancorp anticipates holding
its 1999 Annual Meeting in April 1999 and anticipates mailing proxy
materials for that meeting by approximately mid-March 1999.
Accordingly, stockholders of Bancorp wishing to include proposals in
the proxy materials in connection with the Annual Meeting of Bancorp
to be held in 1999 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 November 15, 1998. Such proposals must also meet
the other requirements of the rules of the SEC relating to
stockholders' proposals and, as with any stockholder proposal
(regardless of whether included in Bancorp's proxy materials),
Bancorp's Certificate of Incorporation and Bylaws and Delaware law.
Under the proxy rules, in the event that Bancorp receives notice of a
stockholder proposal to take action at the next Annual Meeting that is
not submitted for inclusion in Bancorp's proxy materials, or is
submitted for inclusion but is properly excluded from such materials,
the persons named in the form of proxy sent by Bancorp to its
stockholders intend to exercise their discretion to vote on such
proposal in accordance with their best judgement if notice of the
proposal is not received at the executive office of Bancorp by the
Deadline (as defined above, see "Notice of Business to be Conducted at
an Annual Meeting and Stockholder Nominations for Directors"). In
addition to the provision of the proxy rules regarding discretionary
voting authority described in the preceding sentence, Bancorp's Bylaws
provide that if notice of a stockholder proposal to take action at the
next Annual Meeting is not received at the executive office of Bancorp
by the Deadline, such proposal will not be recognized as a matter
proper for submission to Bancorp's stockholders and will not be
eligible for presentation at such meeting.
<PAGE> 14 continued
A COPY OF BANCORP'S ANNUAL REPORT ON FORM 10-K FOR THE PERIOD ENDED
JUNE 30, 1998, 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 21, 1998
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> Proxy card
PROXY
GREAT SOUTHERN BANCORP, INC.
/X/ PLEASE MARK VOTES AS IN THIS EXAMPLE
ANNUAL MEETING OF STOCKHOLDERS
OCTOBER 21, 1998
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, 1998 (the "Annual Meeting") and appoints
the official proxy committee of Bancorp, consisting of William K.
Powell, 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
The Missouri Sports Hall of Fame, 5051 S. Highland Springs Blvd.,
Springfield, Missouri on October 21, 1998, at 10:00 a.m., local time,
and at any and all adjournments or postponements thereof, as fully and
with the same effect as the undersigned might or could do if
personally present as follows:
1. The election of 1 director:
For Withhold
WILLIAM V. TURNER / / / /
For Against Abstain
2. The ratification of the selection of
Baird, Kurtz and Dobson as independent
auditors for the short fiscal year
ending December 31, 1998. / / / / / /
3. 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 AND 2.
This Proxy may be revoked in the manner described in the Proxy
Statement dated September 21, 1998, receipt of which is hereby
acknowledged.
<PAGE> Proxy card continued
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.
---------------
---------------------------------
Stockholder sign above
---------------------------------
Co-holder (if any) sign above
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Detach above card, sign, date and mail in postage paid envelope
provided.
GREAT SOUTHERN BANCORP, INC.
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PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY
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