GREAT SOUTHERN BANCORP, INC.
1451 E. Battlefield
Springfield, Missouri 65804
(417) 887-4400
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on June 16, 1999
You are hereby notified and cordially invited to attend the 1999 Annual
Meeting of the Stockholders (the "Annual Meeting") of Great Southern Bancorp,
Inc. ("Bancorp"), to be held at the Springfield Area Chamber of Commerce, 202
S. John Q. Hammons Parkway, Springfield, Missouri, on June 16, 1999, 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;
2. The ratification of the selection of Baird, Kurtz and Dobson as
independent auditors of Bancorp for the year ending December 31, 1999; 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 April
30, 1999 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.
The Board of Directors of Bancorp unanimously recommends that you vote
FOR the election of the nominees 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 year ending December 31, 1999.
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 postage prepaid envelope provided.
You may revoke your Proxy as indicated 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
May 14, 1999
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> 2
GREAT SOUTHERN BANCORP, INC.
1451 E. Battlefield
Springfield, Missouri 65804
(417) 887-4400
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 16, 1999
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
short fiscal year ended December 31, 1998 ("Short Fiscal Year 1998") (the
"Annual Meeting") to be held at the Springfield Area Chamber of Commerce, 202
S. John Q. Hammons Parkway, 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
Short 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. In addition to the solicitation of proxies by mail, 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.
The approximate date on which this Proxy Statement and the accompanying
Proxy Card are first being sent to stockholders of Bancorp is May 14, 1999.
<PAGE> 3
Voting
The close of business on April 30, 1999 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
7,762,126, 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, the affirmative
vote of the majority of the shares voted shall be the act of the stockholders.
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 and broker non-votes will be excluded entirely from the vote and 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 director of the person nominated by the Board of Directors, FOR
the ratification of the Board of Directors' selection of independent
accountants for the year ending December 31, 1999, 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> 4
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 term of two of the present directors is expiring at this Annual
Meeting.
The directors elected at the Annual Meeting will hold office for a three-
year term expiring in 2002 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 director 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 nominee 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 2002 Annual Meeting
William E. Barclay, age 69, was first elected a Director of Great
Southern in 1975 and of Bancorp in 1989. Mr. Barclay is the founder and has
served as President and/or Chairman 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 first elected a Director of Great Southern
and of 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 retired from White River Valley Electric Cooperative in Branson,
Missouri, where he served as President and Chief Executive Officer from 1975
to 1998. This entity is not affiliated with Bancorp.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE NOMINEES
NAMED IN THIS PROXY STATEMENT.
<PAGE> 5
THE BOARD OF DIRECTORS
Information with Respect to the Continuing Directors
In addition to the nominees 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.
Directors Serving a Three-Year Term Expiring at the 2000 Annual Meeting
William K. Powell, age 77, was elected a Director of Great Southern in
1965 and of 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.
Director Serving 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
with 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.
<PAGE> 6
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 8 meetings during the last fiscal year. During the last fiscal
year, all of the directors attended 75% or more 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,
with the exception of William K. Powell who missed three meetings for health
reasons.
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 no meetings in Short Fiscal Year 1998
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 Short Fiscal
Year 1998. Bancorp's Compensation Committee's Report on Executive
Compensation is set forth under "Executive Compensation."
<PAGE> 7
The Business Development Committee is comprised of Director Barclay and
various employees of the Bancorp and its subsidiaries. The Committee met two
times in Short Fiscal Year 1998. 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 (Vice Chairman and Executive Vice
President) and Albert F. Turner (brother of William V. Turner and uncle of
Joseph W. 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
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. Other than the
interest rate, 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 regulations restricting loans and other
transactions with affiliated persons of Great Southern. 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, do not involve more than the
normal risk of collectibility or present other unfavorable features.
<PAGE> 8
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, 1998 except as noted below.
<TABLE>
<CAPTION>
Largest Amount
Outstanding Interest
Date of Since Balance as Rate at
Name Position Loan 7/1/98 of 12/31/98 12/31/98 Type
- ----------------- ------------------------------ -------- -------- --------------- -------- ---------
<S> <C> <C> <C> <C> <C> <C>
William V. Turner Chairman, President and CEO 08/30/95 $324,949 $323,169 5.73% Home Mortgage
Don M. Gibson Executive Vice President, COO, 12/30/97 $218,836 $217,204 5.73% Home Mortgage
CFO and Secretary 10/20/98 $ 23,398 $ 23,398 7.75% Home Equity
Joseph W. Turner Executive Vice President and 10/08/97 $254,177 - n/a Home Mortgage
General Counsel 09/21/98 $300,000 $299,357 5.63% Home Mortgage
05/29/98 $ 20,000 - n/a Home Equity
Richard L. Wilson Senior Vice President and 02/06/98 $411,343 $407,295 5.38% Home Mortgage
Controller of Great 07/31/96 $ 99,070 - n/a Home Mortgage
Southern Bank 10/31/98 $ 47,477 $ 47,477 7.75% Home Equity
Steven G. Mitchem First Vice President and 06/30/98 $265,000 $168,524 5.63% Home Mortgage
Senior Lending Officer of 08/12/98 $ 15,000 - n/a Consumer
Great Southern Bank
</TABLE>
<PAGE> 9
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 calendar year 1998 with compensation of $100,000 or
more.
<TABLE>
<CAPTION>
Long-Term
Compensation
Annual Compensation Awards
--------------------------------- ------------
Options/ All Other
Name and Salary Bonus SARs Compensation
Principal Position Year ($) ($) (#)(1) ($)(2)
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
William V. Turner Calendar 1998 285,922 215,000 5,000 34,114
Chairman of the Board, Fiscal June 1998 289,593 191,732 7,500 5,290
President and Chief Fiscal June 1997 263,394 131,951 30,000 3,632
Executive Officer Fiscal June 1996 262,208 187,863 30,000 2,850
Don M. Gibson Calendar 1998 153,068 -- 5,000 10,424
Executive Vice President, Fiscal June 1998 162,706 -- 5,000 5,150
Chief Operating Officer and Fiscal June 1997 138,321 -- 15,000 3,596
Chief Financial Officer Fiscal June 1996 129,835 -- 15,000 2,466
Joseph W. Turner Calendar 1998 133,303 -- 5,000 13,425
Executive Vice President Fiscal June 1998 145,000 -- 5,000 4,611
and General Counsel Fiscal June 1997 122,583 -- 15,000 3,130
Fiscal June 1996 105,000 -- 15,000 2,085
<FN>
(1) Option numbers have been adjusted to reflect the October 21, 1996 2-for-1
stock split, where applicable.
(2) Calendar 1998 Includes (a) directors fees (Mr. W. Turner $31,200, Mr.
Gibson $7,500 and Mr. J. Turner $10,500) paid by Bancorp and its subsidiaries
(b) company matching contributions to Bancorp's 401K Plan (Mr. W. Turner $2,374,
Mr. Gibson $2,384 and Mr. J. Turner $2,385); and (c) term life insurance
premiums paid by Great Southern for the benefit of Messrs. W. Turner, Gibson,
and J. Turner of $540 each.
</TABLE>
<PAGE> 10
Option Grants During the Fiscal Year Ended June 30, 1998
The following table sets forth options to acquire shares of Bancorp's
Common Stock which were granted to the executive officers named in the Summary
Compensation Table during the Calendar Year 1998.
<TABLE>
<CAPTION>
OPTION GRANTS IN 1998
Individual Grants
------------------------------------------------------------------------------------------
Potential Realizable
Number of % of Value at Assumed
Securities Total Options Annual Rate of
Underlying Granted to Exercise or Stock Price
Options Granted All Employees Base Price Expiration Appreciation for
Name (number of shares)(1) in 1998 ($ per share) Date Option Term
- ---------------- --------------------- --------------- ------------- ----------- ---------------------
5% 10%
--------- ----------
<S> <C> <C> <C> <C> <C> <C>
William V. Turner 5,000 7.8% $24.3375 9-16-2003 $76,529 $193,939
Don M. Gibson 5,000 7.8 21.1250 9-16-2008 66,427 168,339
Joseph W. Turner 5,000 7.8 24.3375 9-16-2003 76,529 193,939
<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 (September 16, 1998) and must be exercised within 5 years of the grant. Shares for Don M.
Gibson vest 25% per year after a two year holding period beginning on the date of the grant (September 16, 1998)
and must be exercised within 10 years of the grant.
</TABLE>
Option Exercises and Fiscal Year-End Values
The following table sets forth all stock options exercised by the named
executives during the calendar year 1998 and the number and value of
unexercised options held by such executive officers at the calendar 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 60,027 40,625 $ 947,021 $329,363
Don M. Gibson 7,500 $ 70,545 3,750 28,750 $ 49,451 $254,996
Joseph W. Turner 1,160 $ 26,100 22,810 23,750 $ 292,036 $169,236
<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
$24.125 less the exercise price per share. The closing price of Bancorp's Common
Stock as reported on the NASDAQ National Market System on December 31, 1998 was
$24.125 per share.
</TABLE>
<PAGE> 11
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 preceding sentence as of December 31, 1998,
such payments would have amounted to $1,294,654, $404,075 and $334,579,
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 December 31, 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 Short Fiscal Year 1998 for
Messrs. W. Turner, Gibson and J. Turner.
Years of Service
Average Annual -----------------------------------------------
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 80,000 120,000 130,000(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.
<PAGE> 12
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 Short 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 Short Fiscal
Year 1998.
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 Short 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.
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> 13
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 1998, Great Southern achieved record core earnings and
record asset levels. Based on these results, Mr. W. Turner was awarded a bonus
of $215,000 compared to a bonus of $174,000 in calendar year 1997.
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 Short Fiscal Year 1998:
William V. Turner 5,000, 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 March 17, 1999
Compensation Committee
WILLIAM E. BARCLAY, WILLIAM K. POWELL, LARRY D. FRAZIER
<PAGE> 14
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 and the short fiscal year ended December 31,
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 12/98
---- ---- ---- ---- ---- ---- -----
Great Southern 100 167 223 328 394 632 606
NASDAQ US Companies 100 101 135 173 210 278 324
NASDAQ Financial 100 113 129 168 246 319 299
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.
<PAGE> 15
Name and Address Amount and Percent of
of Beneficial Owner Nature of Beneficial Ownership(1)(4) Class(2)
--------------------- ------------------------------------ -----------
William V. Turner 1,044,371(3) 13.48%
Ann S. Turner
Turner Family Limited Partnership
925 St. Andrews Circle
Springfield, MO 65809
Robert M. Mahoney 486,184 6.32
Joyce B. Mahoney
Tri-States Service Company
909 E. Trafficway
Springfield, MO 65802
Earl A. Steinert, Jr. 460,500 5.99
1736 E. Sunshine
Springfield, MO 65804
- -------------------------------------------
(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
March 20, 1999.
(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.
(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.
<PAGE> 16
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 1,044,371(2) 13.48%
William E. Barclay 55,596(3) .72
Larry D. Frazier 62,500 .81
William K. Powell 194,940 2.45
Albert F. Turner 46,122(4) .60
Don M. Gibson 305,786(5) 3.97
Joseph W. Turner 44,606(6) .58
Directors and Executive Officers
as a Group (9 persons) 1,860,470(7) 23.89
- -------------------
(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 3,750 shares that may be acquired through option
exercises.
(6)This figure includes 22,810 shares that may be acquired through option
exercises.
(7)The figure includes 98,087 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 short fiscal
year ended December 31, 1998 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 calendar year ending December 31, 1999, 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.
<PAGE> 17
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.
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.
<PAGE> 18
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.
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 Don M.
Gibson for three transactions occurring in October 1998, one late filing by
Steven G. Mitchem for one transaction occurring in October 1998, and one late
filing by Richard L. Wilson for one transaction in October 1998.
<PAGE> 19
Stockholder Proposals
Bancorp anticipates holding its 2000 Annual Meeting in May 2000 and
anticipates mailing proxy materials for that meeting by approximately early
April 2000. Accordingly, stockholders of Bancorp wishing to include proposals
in the proxy materials in connection with the Annual Meeting of Bancorp to be
held in 2000 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 October
15, 1999. 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 judgment 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.
A COPY OF BANCORP'S ANNUAL REPORT ON FORM 10-K FOR THE PERIOD ENDED
DECEMBER 31, 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
May 14, 1999
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 JUNE 16, 1999
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 short fiscal year ended December 31, 1998 (the
"Annual Meeting") and appoints the official proxy committee of Bancorp,
consisting of William V. Turner, Joseph W. Turner and William K. Powell, each
with full power of substitution, to act as attorneys-in-fact for the
undersigned for the purpose of voting such stock at the Annual Meeting, to be
held at The Springfield Chamber of Commerce, 202 S. John Q. Hammons Parkway,
Springfield, Missouri on June 16, 1999, 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:
For Withhold
1. The election of 2 directors:
WILLIAM E. BARCLAY / / / /
LARRY D. FRAZIER / / / /
For Against Abstain
2. The ratification of the selection of Baird, Kurtz and Dobson as independent
auditors for the year ending December 31, 1999. / / / / / /
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 May 14, 1999, 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 this Proxy in the box below.
Date
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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