GREAT SOUTHERN BANCORP, INC.
1451 E. Battlefield
Springfield, Missouri 65804
(417) 887-4400
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 3, 2000
You are hereby notified and cordially invited to attend the 2000 Annual
Meeting of the Stockholders (the "Annual Meeting") of Great Southern Bancorp,
Inc. ("Bancorp"), to be held at the Missouri Sports Hall of Fame, 3861 E. Stan
Musial Drive, Springfield, Missouri, on May 3, 2000, 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, 2000;
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 March
17, 2000 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, 2000. 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
March 29, 2000
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>
GREAT SOUTHERN BANCORP, INC.
1451 E. Battlefield
Springfield, Missouri 65804
(417) 887-4400
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 3, 2000
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 (the "Annual
Meeting") of Bancorp for the calendar year ended December 31, 1999 ("Calendar
Year 1999") to be held at the Missouri Sports Hall of Fame, 3861 E. Stan Musial
Drive, 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 Calendar Year 1999 (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 March 29, 2000.
VOTING
The close of business on March 17, 2000 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 7,288,864,
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.
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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,
2000, 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.
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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 2003 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 2003 ANNUAL MEETING
William K. Powell, age 78, 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 35, joined Bancorp in 1995. He has been employed by
Great Southern since 1991. He currently serves as President and General Counsel
for Bancorp and Chief Executive Officer, 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.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE NOMINEES
NAMED IN THIS PROXY STATEMENT.
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.
DIRECTOR SERVING A THREE-YEAR TERM EXPIRING AT THE 2001 ANNUAL MEETING
William V. Turner, age 67, 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 the President and General Counsel of
Bancorp, and the Chief Executive Officer, President and General Counsel for
Great Southern.
DIRECTORS SERVING A THREE-YEAR TERM EXPIRING AT THE 2002 ANNUAL MEETING
William E. Barclay, age 70, 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
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<PAGE>
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 62, 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.
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 15 meetings during the last calendar year. During the last calendar
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.
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, 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 one meeting in Calendar Year 1999 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 Calendar Year 1999.
Bancorp's Compensation Committee's Report on Executive Compensation is set forth
under "Executive Compensation."
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,
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<PAGE>
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, 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.
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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 January 1, 1999 except as noted below.
<TABLE>
<CAPTION>
Largest
Amount
Outstanding Balance Interest
Date of Since as of Rate-at
Name Position Loan 01/01/99 12/31/99 12/31/99 Type
- --------------------- ------------------------------- --------- ------------ ---------- --------- ----------------
<S> <C> <C> <C> <C> <C> <C>
William V. Turner Chairman and CEO 08/30/95 $323,169 $318,121 5.50% Home Mortgage
Don M. Gibson Executive Vice President, COO 12/30/97 217,204 214,172 5.45% Home Mortgage
and Secretary 10/20/98 29,859 29,426 8.50% Home Equity Line
Joseph W. Turner President and General Counsel 09/21/98 299,357 295,168 5.33% Home Mortgage
Richard L. Wilson Senior Vice President and 02/06/98 407,295 401,165 5.43% Home Mortgage
CFO of Great Southern Bank 10/31/98 51,510 --- n/a Home Equity Line
Steven G. Mitchem Senior Vice President and 06/30/98 168,524 166,150 5.26% Home Mortgage
Senior Lending Officer of 10/05/99 15,025 --- n/a Consumer
Great Southern Bank
</TABLE>
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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 1999 with compensation of $100,000 or more.
<TABLE>
<CAPTION>
Long-Term
Compensation
Annual Compensation Awards
--------------------------------------------------- ------------- All Other
Options/SARs Compensation
Name and Principal Position Year Salary $ Bonus $ (#)(1) ($)(2)
- -------------------------------- ----------------- --------- -------- ------------ ------------
<S> <C> <C> <C> <C> <C>
William V. Turner Calendar 1999 260,061 100,000 5,000 38,140
Chairman of the Board Calendar 1998 285,922 215,000 5,000 34,114
and Chief Executive Officer Fiscal June 1998 289,593 191,732 7,500 5,290
Fiscal June 1997 263,394 131,951 30,000 3,632
Don M. Gibson Calendar 1999 151,352 50,000 5,000 21,940
Executive Vice President, Calendar 1998 153,068 --- 5,000 10,424
Chief Operating Officer and Fiscal June 1998 162,706 --- 5,000 5,150
Secretary(3) Fiscal June 1997 138,321 --- 15,000 3,596
Joseph W. Turner Calendar 1999 137,951 50,000 5,000 24,562
President and General Calendar 1998 133,303 --- 5,000 13,425
Counsel Fiscal June 1998 145,000 --- 5,000 4,611
Fiscal June 1997 122,583 --- 15,000 3,130
</TABLE>
- -----------------
(1) Option numbers have been adjusted to reflect the October 21, 1996
2-for-1 stock split, where applicable.
(2) Calendar 1999 includes (a) director 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 $540 each.
(3) Mr. Gibson retired on February 15, 2000.
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OPTION GRANTS DURING THE CALENDAR YEAR ENDED DECEMBER 31, 1999
The following table sets forth options to acquire shares of Bancorp's
Common Stock which were granted to the executive officers named in the Summary
Compensation Table during the Calendar Year 1999.
<TABLE>
<CAPTION>
OPTIONS GRANTS IN 1999
Individual Grants
--------------------------------------------------------------------------------------------------
Number of
Securities % of Total Potential Realizable
Underlying Options Value at Assumed
Options Granted to Annual Rate of
Granted All Exercise or Stock Price
(number of Employees Base Price Expiration Appreciation for
Name shares)(1) in 1999 ($ per share) Date Option Term
- -------------------- ----------- ----------- -------------- ----------- ------------------------
5% 10%
-------- ----------
<S> <C> <C> <C> <C> <C> <C>
William V. Turner 5,000 6.8% $24.1310 12-15-2004 $33,335 $ 73,661
Don M. Gibson 5,000 6.8 21.9375 12-15-2009 68,982 174,814
Joseph W. Turner 5,000 6.8 24.1310 12-15-2004 33,335 73,661
</TABLE>
- ----------------
(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
(December 15, 1999) 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 (December 15, 1999) and must
be exercised within 10 years of the grant.
OPTION EXERCISES AND CALENDAR YEAR-END VALUES
The following table sets forth all stock options exercised by the
named executives during the calendar year 1999 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
Options at Fiscal Year-End Options at Fiscal Year-End(2)
Shares --------------------------------- -------------------------------
Acquired on Value
Exercise Realized(1) Exercisable Unexercisable Exercisable Unexercisable
----------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
William V. Turner 28,152 $642,218 57,500 20,000 $441,383 $55,688
Don M. Gibson 8,750 73,826 3,750 25,000 41,483 123,358
Joseph W. Turner 2,000 24,063 34,560 15,000 324,176 29,906
</TABLE>
- ------------------
(1) Value realized is calculated based on the difference between the option
exercise price and the closing market price of Bancorp's Common Stock
on the date of exercise multiplied by the number of shares to which the
exercise relates.
(2) The value of unexercised options was calculated at a per share price of
$22.00 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, 1999 was $22.00 per share.
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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, 1999, such payments would have amounted to
$1,277,283, $456,214 and $368,320, respectively. Mr. Gibson retired effective on
February 15, 2000 and his employment agreement is no longer in effect.
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, 1999, Messrs. W. Turner,
Gibson and J. Turner had 24, 23 and 7 years, respectively, of credited service
under the pension plan. Since the pension plan is fully funded, there were no
contributions during the Calendar Year 1999 for Messrs. W. Turner, Gibson and J.
Turner.
<TABLE>
<CAPTION>
Years of Service
Average Annual ---------------------------------------------------------------------
Covered Compensation 10 20 30 40
- ----------------------------------- -------- ---------- --------- ----------
<S> <C> <C> <C> <C>
$ 50,000........................... $10,000 $ 20,000 $ 30,000 $ 40,000
100,000........................... 20,000 40,000 60,000 80,000
150,000........................... 30,000 60,000 90,000 120,000
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)
</TABLE>
- ----------------
(1) The maximum retirement benefit currently permitted by federal law is
$130,000 per year for this type of plan.
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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 Calendar
Year 1999, 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 Calendar Year 1999.
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 Calendar Year 1999, 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.
BASE SALARIES. The Committee has reviewed the salary arrangements pursuant
to employment contracts for the Chief Executive Officer ("CEO"), the President
and General Counsel and the Executive Vice President and Chief Operating
Officer. These contracts reflect a base salary level commensurate with the
duties and responsibilities of senior executives of a publicly held bank 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.
- -----------------
(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.
10
<PAGE>
BONUS. Bancorp's CEO, President and Executive Vice President are 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-half percent, one-quarter percent
and one-quarter percent, respectively, for Messrs. W. Turner, J. Turner and
Gibson of pre-tax calendar year net income of Bancorp.
In calendar year 1999, Mr. W. Turner, Mr. J. Turner and Mr. Gibson were
awarded bonuses of $100,000, $50,000 and $50,000, respectively, compared to
bonuses of $215,000, $0 and $0 in calendar year 1998.
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 Calendar Year 1999: William V. Turner 5,000, Don M. Gibson
5,000 and Joseph W. Turner 5,000. Further detail about the options granted in
1999 can be found under the table "Option Grants in 1999."
Dated as of January 19, 2000
Compensation Committee
WILLIAM E. BARCLAY WILLIAM K. POWELL LARRY D. FRAZIER
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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 four
fiscal years ended June 30, 1998, the short fiscal year ended December 31, 1998,
and the year ended December 31, 1999 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, 1994. Total return also assumes reinvestment of dividends.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
[LINE GRAPH: COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN]
6/94 6/95 6/96 6/97 6/98 12/98 12/99
GSBC $100 $134 $197 $236 $379 $364 $339
NASDAQ US Companies $100 $133 $171 $208 $274 $321 $581
NASDAQ Financial $100 $114 $149 $218 $284 $267 $264
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<PAGE>
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.
Amount and
Name and Address Nature of Beneficial Percent of
of Beneficial Owner Ownership Class(2)
- ---------------------------------- --------------------- -----------
William V. Turner 1,066,071(3) 14.51%
Ann S. Turner
Turner Family Limited Partnership
925 St. Andrews Circle
Springfield, MO 65809
Robert M. Mahoney 486,184 6.67
Joyce B. Mahoney
Tri-States Service Company
909 E. Trafficway
Springfield, MO 65802
Earl A. Steinert, Jr. 460,500 6.32
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 the Record Date.
(3) This figure includes 77,500 shares which may be acquired through option
exercises by William V. Turner. This figure also includes 34,421 shares
held in various capacities by Ann S. Turner, Mr. W. Turner's wife, which
Mr. W. Turner may be deemed to beneficially own, 19,826 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 171,124 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.
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<PAGE>
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
Nature of Beneficial Percent of
Name Ownership(1) Class
- -------------------------------- -------------------- ----------
William V. Turner 1,066,071(2) 14.51%
William E. Barclay 55,596(3) .76
Larry D. Frazier 62,500 .86
William K. Powell 194,940 2.67
Albert F. Turner 45,262(4) .62
Don M. Gibson 301,314 4.13
Joseph W. Turner 58,290(5) .80
Directors and Executive Officers
as a Group (9 persons) 1,887,649(6) 25.55
- ---------------
(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) This figure includes 34,560 shares that may be acquired through option
exercises.
(6) The figure includes 99,448 shares that may be acquired through option
exercises by all directors and executive officers as a group.
14
<PAGE>
PROPOSAL 2. RATIFICATION OF INDEPENDENT AUDITORS
Bancorp's and its subsidiaries' independent auditors for the calendar year
ended December 31, 1999 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, 2000, 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.
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.
15
<PAGE>
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 Ann S. Turner for one
transaction in December 1998 and one transaction in January 1999, one late
filing for Joseph W. Turner for ten transactions from April 1997 to April 1999,
one late filing for William V. Turner for one transaction in December 1998 and
one transaction in January 1999, one late filing for Don M. Gibson for three
transactions occurring in January 1999 to July 1999 and January 2000, and one
late filing by Richard L. Wilson for three transactions in December 1999.
STOCKHOLDER PROPOSALS
Bancorp anticipates holding its 2001 Annual Meeting in May 2001 and
anticipates mailing proxy materials for that meeting by approximately early
April 2001. Accordingly, stockholders of Bancorp wishing to include proposals in
the proxy materials in connection with the Annual Meeting of Bancorp to be held
in 2001 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 16, 2000. 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.
16
<PAGE>
A COPY OF BANCORP'S ANNUAL REPORT ON FORM 10-K FOR THE PERIOD ENDED
DECEMBER 31, 1999, 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/ Larry Larimore
Larry Larimore, Secretary
Springfield, Missouri
March 29, 2000
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.
17
<PAGE>
PROXY
GREAT SOUTHERN BANCORP, INC.
/X/ PLEASE MARK VOTES AS IN THIS EXAMPLE
ANNUAL MEETING OF STOCKHOLDERS MAY 3, 2000
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 calendar year ended December 31, 1999 (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
Missouri Sports Hall of Fame, 3861 E. Stan Musial Drive, Springfield, Missouri
on May 3, 2000, 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 K. POWELL / / / /
JOSEPH W. TURNER / / / /
For Against Abstain
2. The ratification of the selection of / / / / / /
Baird, Kurtz and Dobson as independent
auditors for the year ending
December 31, 2000.
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
March 29, 2000, receipt of which is hereby acknowledged.
<PAGE>
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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