<PAGE> 1
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
SHO-ME FINANCIAL
- - -------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
SHO-ME FINANCIAL
- - -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
- - --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- - --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing
fee is calculated and state how it was determined):
- - --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- - --------------------------------------------------------------------------------
(5) Total fee paid:
- - --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
- - --------------------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
- - --------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
- - --------------------------------------------------------------------------------
(3) Filing party:
- - --------------------------------------------------------------------------------
(4) Date filed:
- - --------------------------------------------------------------------------------
<PAGE> 2
[SHO-ME FINANCIAL CORP.]
March 25, 1997
Dear Fellow Stockholder:
On behalf of the Board of Directors and management of Sho-Me Financial Corp.,
I cordially invite you to attend the Annual Meeting of Stockholders. The
meeting will be held at 1:00 p.m. on April 23, 1997, at the main office of
Sho-Me Financial Corp. located at 109 N. Hickory, Mt. Vernon, Missouri.
In addition to the annual stockholder vote on corporate business items, the
meeting will include management's report to you on Sho-Me Financial's 1996
financial and operating performance.
I encourage you to attend the meeting in person. Whether or not you attend
the meeting, I hope that you will read the enclosed Proxy Statement and then
complete, sign and date the enclosed proxy card and return it in the postage
prepaid envelope provided. This will save Sho-Me Financial additional expense
in soliciting proxies and will ensure that your shares are represented. Please
note that you may vote in person at the meeting even if you have previously
returned the proxy.
Thank you for your attention to this important matter.
Sincerely,
Allan James Moore, Jr.
Chairman of the Board
<PAGE> 3
SHO-ME FINANCIAL CORP.
109 N. Hickory
Mt. Vernon, Missouri 65712
(417) 466-2171
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be Held on April 23, 1997
Notice is hereby given that the Annual Meeting of Stockholders (the
"Meeting") of Sho-Me Financial Corp. (the "Company") will be held at the main
office of the Company, located at 109 N. Hickory, Mt. Vernon, Missouri 65712,
at 1:00 p.m., Mt. Vernon time on April 23, 1997. Certain of the information
provided herein relates to 1st Savings Bank, f.s.b. ("1st Savings" or the
"Bank"), a wholly-owned subsidiary and predecessor of the Company.
A Proxy Card and a Proxy Statement for the Meeting are enclosed.
The Meeting is for the purpose of considering and acting upon:
1. The election of one director of the Company; and
2. The ratification of the appointment of Baird Kurtz & Dobson as the
auditors of the Company for the fiscal year ending December 31, 1997;
and
such other matters as may properly come before the Meeting, or any adjournments
thereof. The Board of Directors is not aware of any other business to come
before the Meeting.
Any action may be taken on the foregoing proposals at the Meeting on the
date specified above, or on any date or dates to which the Meeting may be
adjourned. Stockholders of record at the close of business on March 14, 1997,
are the stockholders entitled to vote at the Meeting and any adjournments
thereof.
You are requested to complete and sign the enclosed form of proxy, which
is solicited on behalf of the Board of Directors, and to mail it promptly in
the enclosed envelope. The proxy will not be used if you attend and vote at
the Meeting in person.
BY ORDER OF THE BOARD OF DIRECTORS
Allan James Moore, Jr.
Chairman of the Board
Mt. Vernon, Missouri
March 25, 1997
- - --------------------------------------------------------------------------------
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE
OF FURTHER REQUESTS FOR PROXIES TO ENSURE A QUORUM AT THE MEETING.
A SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO
POSTAGE IS REQUIRED IF MAILED WITHIN THE UNITED STATES.
- - --------------------------------------------------------------------------------
<PAGE> 4
PROXY STATEMENT
SHO-ME FINANCIAL CORP.
109 N. Hickory
Mt. Vernon, Missouri 65712
(417) 466-2171
ANNUAL MEETING OF STOCKHOLDERS
April 23, 1997
This Proxy Statement is furnished in connection with the solicitation on
behalf of the Board of Directors of Sho-Me Financial Corp. (the "Company") of
proxies to be used at its Annual Meeting of Stockholders (the "Meeting") which
will be held at the main office of the Company, located at 109 N. Hickory, Mt.
Vernon, Missouri, on April 23, 1997 at 1:00 p.m., Mt. Vernon, Missouri time,
and all adjournments of the Meeting. The accompanying Notice of Annual Meeting
and this Proxy Statement are first being mailed to stockholders on or about
March 25, 1997.
At the Meeting, stockholders of the Company are being asked to consider
and vote upon the election of one director and the ratification of the
appointment of Baird, Kurtz & Dobson as auditors for the Company.
VOTE REQUIRED AND PROXY INFORMATION
All shares of the Company's common stock, par value $.01 per share (the
"Common Stock"), represented at the Meeting by properly executed proxies
received prior to or at the Meeting, and not revoked, will be voted at the
Meeting in accordance with the instructions thereon. If no instructions are
indicated, properly executed proxies will be voted for the director nominees
and the proposals set forth in this Proxy Statement. The Company does not know
of any matters, other than as described in the Notice of Annual Meeting, that
are to come before the Meeting. If any other matters are properly presented at
the Meeting for action, the persons named in the enclosed form of proxy and
acting thereunder will have the discretion to vote on such matters in
accordance with their best judgment.
Directors shall be elected by a plurality of the votes present in person
or represented by proxy at the Meeting and entitled to vote on the election of
directors. Approval of the ratification of the appointment of Baird, Kurtz &
Dobson requires the affirmative vote of a majority of shares present in person
or represented by proxy at the meeting and entitled to vote on the matter.
Proxies marked to abstain with respect to a proposal have the same effect as
votes against the proposal. Broker non-votes have no effect on the vote. A
majority of the shares of the Common Stock, present in person or represented by
proxy, shall constitute a quorum for purposes of the Meeting. Abstentions and
broker non-votes are counted for purposes of determining a quorum.
A proxy given pursuant to the solicitation may be revoked at any time
before it is voted. Proxies may be revoked by: (i) filing with the Secretary
of the Company at or before the Meeting a written notice of revocation bearing
a later date than the proxy, (ii) duly executing a subsequent proxy relating to
the same shares and delivering it to the Secretary of the Company at or before
the Meeting, or (iii) attending the Meeting and voting in person (although
attendance at the Meeting will not in and of itself constitute revocation of a
proxy). Any written notice revoking a proxy should be delivered to Barbara
Rubison, Secretary, Sho-Me Financial Corp., 109 North Hickory, Mt. Vernon,
Missouri 65712.
VOTING SECURITIES AND CERTAIN HOLDERS THEREOF
Stockholders of record as of the close of business on March 14, 1997 will
be entitled to one vote for each share of Common Stock then held. As of that
date, the Company had 1,538,325 shares of Common Stock issued and outstanding.
The following table sets forth information regarding share ownership of: (i)
those persons or entities known by management to beneficially own more than
five percent of the Common Stock, (ii) the Company's Chief Executive Officer
and each executive officer who made in excess of $100,000 during fiscal 1996
(the "Named Officers"), and (iii) all directors and officers of the Company and
the Bank as a group.
<PAGE> 5
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY OWNED PERCENT
BENEFICIAL OWNER AT MARCH 14, 1997 OF CLASS
- - ----------------------------------------------------------------------------------- -------------------- --------
Principal Owners
- - ----------------
<S> <C> <C>
Sho-Me Financial Corp. Employee Stock Ownership Plan 163,101 10.60%
109 N. Hickory
Mt. Vernon, Missouri 65712(1)
Named Officers and Directors and Officers as a Group(2)
- - ----------------------------------------------------
Raymond G. Merryman, President and Chief Executive Officer(3) 55,297 3.57
Directors and executive officers of the Company and the Bank as a group (6 persons)(4) 193,557 12.27%
- - ------------------------------
</TABLE>
(1) The amount reported represents shares held by the Employee Stock Ownership
Plan ("ESOP"), 64,475 shares of which have been allocated to accounts of
participants. First Bankers Trust Company, Quincy, Illinois, the trustee of
the ESOP, may be deemed to beneficially own the shares held by the ESOP
which have not been allocated to accounts of participants. Participants in
the ESOP are entitled to instruct the trustee as to the voting of shares
allocated to their accounts under the ESOP. Unallocated shares held in the
ESOP's suspense account or allocated shares for which no voting instructions
are received are voted by the trustee in the same proportion as allocated
shares voted by participants.
(2) The address of each individual listed is the same as that of the Company.
(3) Includes 32,537 shares which Mr. Merryman may be deemed to hold directly,
4,311 shares allocated to the account of Mr. Merryman under the ESOP and
6,150 shares granted to Mr. Merryman pursuant to the Management Recognition
and Retention Plan. Amount also includes 12,299 options granted pursuant to
the Company's Stock Option Plan (the "SOP") which are exercisable within 60
days of March 14, 1997.
(4) Amount includes shares held directly, as well as shares held jointly with
family members, shares held in retirement accounts, shares awarded pursuant
to the Company's Management Recognition Plan (the "MRP") and shares
allocated to the ESOP accounts of the group members, held in a fiduciary
capacity or by certain family members, with respect to which shares the
group members may be deemed to have sole voting and/or investment power.
Amounts also include options granted pursuant to the SOP which are
exercisable within 60 days of March 14, 1997.
PROPOSAL I - ELECTION OF DIRECTORS
The Company's Board of Directors is composed of five members, each of
whom is also a director of the Bank. One-third of the directors are elected
annually. Directors of the Company are generally elected to serve for a
three-year term or until their respective successors shall have been elected
and shall qualify.
The table below sets forth certain information regarding the Company's
nominees for and continuing members of the Board of Directors, including their
terms of office. It is intended that the proxies solicited on behalf of the
Board of Directors (other than proxies in which the vote is withheld as to one
or more nominees) will be voted at the Meeting for the election of the nominees
identified below. If any nominee is unable to serve, the shares represented by
all such proxies will be voted for the election of such substitute as the Board
of Directors may recommend. At this time, the Board of Directors knows of no
reason why any of the nominees might be unable to serve, if elected. Except as
described herein, there are no arrangements or understandings between any
director or nominee and any other person pursuant to which such director or
nominee was selected.
2
<PAGE> 6
<TABLE>
<CAPTION>
SHARES OF COMMON
TERM STOCK BENEFICIALLY PERCENT
DIRECTOR TO OWNED AT OF
NAME AGE Position(s) Held SINCE(1) EXPIRE MARCH 14, 1997(2) CLASS
- - ---- --- ---------------- -------- ------ ----------------- -------
NOMINEES
--------
<S> <C> <C> <C> <C> <C>
Stephen Maus 49 Director 1992 2000 11,355 .74%
DIRECTORS CONTINUING IN OFFICE
------------------------------
David J. Tooley 48 Executive Vice President and 1994 1998 51,922 3.35
Director
Allan James Moore, Jr.(3) 67 Chairman of the Board 1972 1998 35,005 2.27
Donald R. Millsap 68 Director 1973 1999 22,259 1.44
Raymond G. Merryman(4) 47 Director 1996 1999 55,297 3.57
</TABLE>
(1) Includes service as a director of the Bank.
(2) Includes shares held directly, as well as, shares held in retirement
accounts, held by certain members of the named individuals' families, or held
by trusts of which the named individual is a trustee or substantial
beneficiary, with respect to which shares the named individuals may be deemed
to have sole or shared voting and dispositive power as well as shares granted
pursuant to the Company's MRP. Also includes 4,100 shares granted to each
non-employee director pursuant to the Company's SOP which shares are
exercisable within 60 days of March 14, 1997.
(3) Includes 10,905 shares held directly, 10,000 shares held in trust and
10,000 shares held by Moore's Stores, Inc., of which Mr. Moore is a
beneficiary and 4,100 options granted pursuant to the Company's SOP which are
exercisable within 60 days of March 14, 1997.
(4) Includes 32,537 shares held directly, 12,299 options granted pursuant to
the Company's SOP which are exercisable within 60 days of March 14, 1997, and
4,311 shares allocated to the account of Mr. Merryman under the ESOP.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE
NOMINEES LISTED ABOVE.
The business experience of each director and director nominee is set
forth below. All directors have held their present positions for at least the
past five years, except as otherwise indicated. All directors and officers of
the Company have held their positions with the Company since its incorporation
in March 1994 with the exception of President Merryman who was elected to the
Board of Directors at the 1995 Annual Meeting of Stockholders.
RAYMOND G. MERRYMAN is currently the President and Chief Executive
Officer of the Bank and the Company, positions he has held since 1993. Mr.
Merryman joined the bank in 1978 and has held various positions since that
time, including Vice President from January 1982 until May 1992 and Executive
Vice President from May 1992 until October 1993.
DONALD R. MILLSAP was a pilot with the U.S. Air Force for six years. He
then owned and operated Millsap Department Store for 26 years. Mr. Millsap
retired from the Missouri Department of Revenue as supervising auditor on
October 31, 1993.
STEPHEN D. MAUS, DDS has conducted a practice in general dentistry since
1972.
3
<PAGE> 7
DAVID J. TOOLEY is currently the Executive Vice President of the Bank.
In that capacity, he is responsible for managing the Bank's assets, supervising
the lending department and serving on the Bank's Board of Directors. Prior to
his promotion in 1992, Mr. Tooley served as Branch Manager and Senior Lender.
Mr. Tooley joined the Bank in 1975.
ALLAN JAMES MOORE, JR. is an investor. He formerly owned and operated
Moore's, a retail mens and womens apparel store. Mr. Moore has been a member
of the Board of Directors since 1972. Mr. Moore was appointed Chairman of the
Board in 1996.
BOARD OF DIRECTORS' MEETINGS AND COMMITTEES
Board and Committee Meetings of the Company. Meetings of the Company's
Board of Directors are generally held on a quarterly basis. The Board of
Directors of the Company held 11 meetings during the fiscal year ended December
31, 1996. No incumbent director attended fewer than 75% of the total number of
meetings held by the Board of Directors and by all committees of the Board of
Directors on which such director served during the year.
The Company has no standing nominating committee. The full Board of
Directors acts as a nominating committee for the annual selection of its
nominees for election as directors.
The Board of Directors of the Company and the Bank have standing Audit
and Compensation Committees.
The Audit Committee of the Bank reviews audit reports and related matters
to ensure effective compliance by the Bank with internal policies and
procedures. Directors Moore, Millsap and Maus were members of this Committee
in fiscal 1996. The Audit Committee met four times during fiscal 1996.
The Compensation Committee of the Company will be responsible for
administration of the Stock Option Plan and the MRP. The members of the
Compensation Committee in fiscal 1996 were Directors Moore, Millsap and Maus.
This Committee met three times during fiscal 1996.
DIRECTOR COMPENSATION
Cash Compensation. Each non-employee member of the Board of Directors of
the Company is paid $1,000 for each regular monthly meeting attended. Board
members do not receive additional fees for committee meetings attended.
EXECUTIVE COMPENSATION
The Company has not paid any compensation to its executive officers since
its formation. The Company does not presently anticipate paying any
compensation to such persons until it becomes actively involved in the
operation or acquisition of businesses other than the Bank.
The following table sets forth the compensation paid or accrued by the
Bank during the fiscal years indicated for services rendered by the President
and Chief Executive Officer. No executive officer of the Bank received cash
compensation in excess of $100,000 during 1996.
4
<PAGE> 8
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION LONG-TERM
COMPENSATION
- - --------------------------------------------------------------------------------------------------------------------
AWARDS
----------------------------
RESTRICTED
OTHER ANNUAL STOCK ALL OTHER
SALARY BONUS COMPENSATION AWARD(S) OPTIONS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) ($) ($)(1) ($) (#) ($)(4)
- - ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Raymond G. Merryman, President, 1996 $82,416 $ --- $ --- $ --- --- $ 4,179
Chief Executive Officer
1995 70,000 --- --- 111,461 (2) 30,748(3) 3,271
1994 65,000 --- --- --- --- 3,909
</TABLE>
- - ------------------------
(1) During 1994, 1995 and 1996, Mr. Merryman did not receive benefits or
perquisites which, in the aggregate, exceeded 10% of his salary and bonus.
(2) Pursuant to the MRP, the Company granted to Mr. Merryman 7,687 restricted
shares of Common Stock. Such shares vest at a rate of 20% per year with the
first installment vesting on April 26, 1996.
(3) Pursuant to Stock Option Plan, the Company granted to Mr. Merryman options
to purchase 30,748 shares of the Common Stock. Such options vest at a rate
of 20% per year with the first installment vesting on April 26, 1996.
(4) Amount for 1994 represents premium for medical and disability insurance of
$3,363 and $546, respectively. Amount for 1995 represents premium for
medical and disability insurance of $2,683 and $588, respectively. Amount
for 1996 represents premium for medical and disability insurance of $3,486
and $692, respectively.
The following table provides information as to the value of the
options held by the Company's Chief Executive Officer on December 31, 1996,
none of which have been exercised. No stock appreciation rights were granted
as of such date.
<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FY-END
OPTION VALUES
- - ------------------------------------------------------------------------------------------------------------------------------------
VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
FY-END (#)(1) FY-END ($)(2)
-------------------------------------------------------------------------
SHARES
ACQUIRED ON VALUE
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
(#) ($) (#) (#) ($) ($)
- - ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Raymond G. Merryman --- --- 6,150 24,598 $44,588 $178,336
</TABLE>
- - ------------------------
(1) Represents an option to purchase Common Stock awarded to the Company's
Chief Executive Officer. The option vests in five equal annual
installments. The first installment vested on April 26, 1996, with the
remaining installments vest equally on April 26, 1997, 1998, 1999, and
2000.
(2) Represents the aggregate market value (market price of the Common Stock
less the exercise price) of the option granted based upon the average of
the closing bid and the asked price of $21.75 per share of the Common Stock
as reported on The Nasdaq National Market System on December 31, 1996.
5
<PAGE> 9
CHANGE IN CONTROL SEVERANCE AGREEMENTS
The Bank has entered into change-in-control severance agreements with
President Merryman, Executive Vice President Tooley and Chief Financial Officer
Steffens providing for terms of 36 months. Under their terms, the agreements
will be extended by the Board of Directors on the anniversary date for an
additional 12 months provided that there has been a satisfactory performance
review of the subject employee within the prior 12 months. The agreements
provide that if, at any time following a change in control of the Bank, the
Bank terminates the covered employees' employment for any reason other than
cause, or if any of the covered employees terminates his employment following a
material reduction in compensation, increase in workload, reduction in
secretarial support or relocation of his principal place of employment, they
would be entitled to receive a payment equal to 299% of their annual
compensation. The Bank would also continue life, health, and disability
coverage for the remaining unexpired term of his or her agreement. Assuming a
change-in-control were to take place as of December 31, 1996 and the named
employees were terminated in connection therewith, the aggregate amount payable
to Messrs. Merryman, Tooley and Steffens under these agreements would have been
approximately $212,103 $214,954 and $129,733, respectively.
BENEFIT PLANS
GENERAL. 1st Savings currently provides health care benefits to its
employees, including hospitalization and shared comprehensive medical
insurance, dental, as well as life and disability, subject to certain
deductibles and other limitations. None of the management of the Bank or the
Company has a written employment agreement; however, three executive officers
have entered into change in control severance agreements with the Company.
DEFINED BENEFIT PENSION PLAN. The Bank's employees are included in the
Financial Institutions Retirement Fund, a multi-employer comprehensive pension
plan (the "Pension Plan"). This non-contributory defined benefit retirement
plan covers all salaried employees who have met minimum service requirements.
Employees become 100% vested in the Pension Plan after five years of eligible
service (as defined in the Pension Plan). The Bank's policy is to fund the
maximum amount that can be deducted for federal income tax purposes. The Bank
made contributions to the Pension Plan during fiscal 1996 of $49,000.
The following table illustrates annual pension benefits payable upon
retirement, which are not subject to offset for Social Security payments, based
on various levels of compensation and years of service and assuming payment in
the form of a straight-line annuity. Benefits payable under the Pension Plan
are based upon salary.
<TABLE>
<CAPTION>
Average Annual Years of Service
-----------------------------------------------------------------
Compensation 10 15 20 25 30
- - --------------- -------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
$ 40,000 $ 8,000 $12,000 $16,000 $20,000 $24,000
60,000 12,000 18,000 24,000 30,000 36,000
80,000 16,000 24,000 32,000 40,000 48,000
100,000 20,000 30,000 40,000 50,000 60,000
120,000 24,000 36,000 48,000 60,000 72,000
</TABLE>
At December 31, 1996, Mr. Merryman had 17 years of credited service under
the Pension Plan.
CERTAIN TRANSACTIONS
The Bank follows a policy of granting loans to eligible directors,
officers, employees and members of their immediate families for any purpose
consistent with Bank policy. Under current policy, all new loans to directors
and executive officers are required to be made in the ordinary course of
business and on the same terms, including collateral and interest rates, as
those prevailing at the time for comparable transactions and not to involve
more than the normal risk of collectibility at the time of origination. At
December 31, 1996, the Bank's loans to employees and members of their immediate
families totaled approximately $1.6 million, or 5.22%, of stockholders' equity.
6
<PAGE> 10
All of these loans were current at December 31, 1996. At that date, the Bank
had no outstanding loans to affiliates made on preferential terms.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the
Corporation's directors and executive officers, and persons who own more than
10% of a registered class of the Corporation's equity securities, to file with
the Securities and Exchange Commission (the "SEC") initial reports of ownership
and reports of changes in ownership of Common Stock and other equity securities
of the Corporation. Officers, directors and greater than 10% stockholders are
required by SEC regulation to furnish the Corporation with copies of all
Section 16(a) forms they file.
To the Corporation's knowledge, based solely on a review of the copies of
such reports furnished to the Corporation and written representations that no
other reports were required, during the fiscal year ended December 31, 1996,
all Section 16(a) filing requirements applicable to its officers, directors and
greater than 10% beneficial owners were complied with, with the exception of
one transaction reported late on a Statement of Changes in Beneficial Ownership
of Securities on Form 4 filed by each of Messrs. Merryman and Tooley
PROPOSAL II - RATIFICATION OF APPOINTMENT OF AUDITORS
The Board of Directors of the Company has appointed Baird, Kurtz & Dobson
independent accountants, to be the Company's auditors for the fiscal year
ending December 31, 1997. Representatives of Baird, Kurtz & Dobson are
expected to attend the Meeting to respond to appropriate questions and to make
a statement if they so desire.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE RATIFICATION
OF THE APPOINTMENT OF BAIRD, KURTZ & DOBSON AS THE COMPANY'S AUDITORS FOR THE
FISCAL YEAR ENDING DECEMBER 31, 1997.
STOCKHOLDER PROPOSALS
In order to be eligible for inclusion in the Company's proxy materials
for the next Annual Meeting of Stockholders, any stockholder proposal to take
action at such meeting must be received at the Company's main office located at
109 North Hickory, Mt. Vernon, Missouri 65712, no later than November 22, 1997.
Any such proposal shall be subject to the requirements of the proxy rules
adopted under the Exchange Act.
OTHER MATTERS
The Board of Directors is not aware of any business to come before the
Meeting other than those matters described above in this Proxy Statement.
However, if any other matter should properly come before the Meeting, it is
intended that holders of the proxies will act in accordance with their best
judgment.
The cost of solicitation of proxies will be borne by the Company. The
Company will reimburse brokerage firms and other custodians, nominees and
fiduciaries for reasonable expenses incurred by them in sending proxy materials
to the beneficial owners of Common Stock. In addition to solicitation by mail,
directors, officers and regular employees of the Company and the Bank may
solicit proxies personally or by telegraph or telephone without additional
compensation.
Mt. Vernon, Missouri
March 25, 1997
7
<PAGE> 11
SHO-ME FINANCIAL CORP.
ANNUAL MEETING OF STOCKHOLDERS
APRIL 23, 1997
The undersigned hereby appoints the Board of Directors of Sho-Me Financial
Corp. (the "Company"), with full powers of substitution, to act as attorneys
and proxies for the undersigned to vote all shares of capital stock of the
Company which the undersigned is entitled to vote at the Annual Meeting of
Stockholders (the "Meeting") to be held at the main office of the Company,
located at 109 N. hickory, Mt. Vernon, Missouri on April 23, 1997 at 1:00 p.m.
and at any and all adjournments and postponements thereof.
1. The election as director of the nominee listed below (except as marked to
the contrary):
/ / FOR / / VOTE WITHHELD
INSTRUCTION: TO WITHHOLD YOUR VOTE FOR THE INDIVIDUAL NOMINEE, STRIKE A
LINE IN THAT NOMINEE'S NAME BELOW.
STEPHEN MANUS
2. The ratification of the appointment of Baird, Kurtz & Dobson as auditors
for the Company for the fiscal year ending December 31, 1997.
/ / FOR / / AGAINST / / VOTE WITHHELD
In their discretion, the proxies are authorized to vote on any other
business that may properly come before the Meeting or any adjournment or
postponement thereof.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED,
THIS PROXY WILL BE VOTED FOR THE PROPOSAL AND EACH OF THE NOMINEES LISTED
ABOVE. IF ANY OTHER BUSINESS IS PRESENTED AT THE MEETING, THIS PROXY WILL BE
VOTED BY THOSE NAMED IN THIS PROXY IN THEIR BEST JUDGMENT. AT THE PRESENT TIME,
THE BOARD OF DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE
MEETING.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE PROPOSAL
AND THE ELECTION OF THE NOMINEES LISTED ABOVE.
(Continued and to be SIGNED on Reverse Side)
<PAGE> 12
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Should the undersigned be present and choose to vote at the Meeting or at
any adjournments or postponements thereof, and after notification to the
Secretary of the Company at the Meeting of the stockholder's decision to
terminate this proxy, then the power of such attorneys or proxies shall be
deemed terminated and of no further force and effect. This proxy may also be
revoked by filing a written notice of revocation with the Secretary of the
Company or by duly executing a proxy bearing a later date.
The undersigned acknowledges receipt from the Company, prior to the
execution of this proxy, of notice of the Meeting, a Proxy Statement and an
Annual Report to Stockholders.
Dated: __________________, 1997 ___________________________________________
Signature of Stockholder
Please sign exactly as your name(s) appear(s)
to the left. When signing as attorney,
executor, administrator, trustee or guardian,
please give your full title. If shares are
held jointly, each holder should sign.
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE
