EXHIBIT 99.1
MNB Bancshares, Inc.
800 Poyntz Avenue
Manhattan, Kansas 66502
(913) 565-2000
NOTICE OF
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 19, 1997
To the stockholders of
MNB BANCSHARES, INC.
The Annual Meeting of the Stockholders of MNB Bancshares, Inc., a
Delaware corporation (the "Company"), will be held at the Kansas State
University Student Union, 17th and Anderson Avenue, Manhattan, Kansas,
66506, on Monday, May 19, 1997, at 2:00 p.m., local time, for the following
purposes:
1. to elect two (2) Class II directors for a term of three years.
2. to approve the appointment of KPMG Peat Marwick LLP as
independent public accountants for the Company for the fiscal year ending
December 31, 1997.
3. to transact such other business as may properly be brought before the
meeting and any adjournments or postponements thereof.
The Board of Directors has fixed the close of business on April 4, 1997, as the
record date for the determination of stockholders entitled to notice of, and
to vote at, the meeting.
By order of the Board of Directors
/s/ Patrick L. Alexander
President and Chief Executive Officer
Manhattan, Kansas
April 18, 1997
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation by the
Board of Directors of MNB Bancshares, Inc. (the "Company") of proxies to be
voted at the Annual Meeting of Stockholders to be held at the Kansas State
University Student Union, 17th and Anderson Avenue, Manhattan, Kansas,
66506, on Monday, May 19, 1997, at 2:00 p.m., local time, and at any
adjournments or postponements thereof.
The Board of Directors would like to have all stockholders represented at
the meeting. If you do not expect to be present, please sign and mail your
proxy card in the enclosed self-addressed, stamped envelope to MNB
Bancshares, Inc., P.O. Box 308, Manhattan, Kansas 66505-0308, Attention:
Mr. Patrick L. Alexander. You have the power to revoke your proxy at any
time before it is voted, by giving written notice to the Secretary of the
Company, provided such written notice is received by the Secretary prior to the
annual meeting or any adjournments or postponements thereof, by submitting
a later dated proxy or by attending the annual meeting and choosing to vote
in person. The giving of a proxy will not affect your right to vote in
person if you attend the meeting.
The Company's principal executive office is located at 800 Poyntz Avenue,
Manhattan, Kansas and its mailing address is P.O. Box 308, Manhattan,
Kansas 66505-0308. This Proxy Statement and the accompanying proxy
card are being mailed to stockholders on or about April 18, 1997. The 1996
Annual Report of the Company, which includes consolidated financial statements
of the Company and its subsidiary, is enclosed.
The Company is the holding company for Security National Bank,
Manhattan,Kansas (the "Bank"). The Bank is the successor-in-interest
to Manhattan Federal Savings and Loan Association, Manhattan, Kansas
(the "Association"), which on January 5, 1993, concurrently converted from a
federal mutual savings association to a federal stock savings association and
then to a national bank known at that time as Manhattan National Bank (the
"Conversion"). On April 1, 1995, the Company acquired Auburn Security
Bancshares, Inc., the parent company of The Security State Bank in Auburn,
Kansas. On December 31, 1995, Manhattan National Bank and Security
State Bank were consolidated to form the Bank. The Bank is presently the
Company's only operating subsidiary, and the Company's business presently
consists solely of the ownership of the Bank. The term "Bank" as used in this
Proxy Statement sometimes refers to the Association during the time period
prior to consummation of the Conversion.
Only holders of record of the Company's Common Stock at the close of
business on April 4, 1997, will be entitled to vote at the annual meeting
or any adjournments or postponements of such meeting. On April 4, 1997,
the Company had 608,839 shares of Common Stock, par value $0.01 per
share, issued and outstanding. In the election of directors, and for all other
matters to be voted upon at the annual meeting, each issued and outstanding
share is entitled to one vote.
All shares of Common Stock represented at the annual meeting by properly
executed proxies received prior to or at the annual meeting, and not revoked,
will be voted at the annual meeting in accordance with the instructions
thereon.
If no instructions are indicated, properly executed proxies will be voted for
the nominees and for adoption of the proposals set forth in this Proxy
Statement.
A majority of the shares of the Common Stock, present in person or
represented by proxy, shall constitute a quorum for purposes of the annual
meeting. Abstentions and broker non-votes will be counted for purposes of
determining a quorum. Directors shall be elected by a plurality of the votes
present in person or represented by proxy at the meeting and entitled to vote.
In all matters other than the election of directors, the affirmative vote of a
majority of shares required to constitute a quorum and voting on the subject
matter shall be required to constitute stockholder approval. Abstentions will
be counted as votes against a proposal and broker non-votes will have
no effect on the vote.
ELECTION OF DIRECTORS
At the Annual Meeting of the Stockholders to be held on May 19, 1997, the
stockholders will be entitled to elect two (2) Class II directors for a term
expiring in 2000. The directors of the Company are divided into three classes
having staggered terms of three years. Of the nominees for election as Class
II directors, Donald J. Wissman is an incumbent director and Susan E. Roepke
has been newly nominated to fill the vacancy caused by the retirement of
C. Clyde Jones. Dennis A. Mullin, whose term as a Class II director
expires at the 1997 Annual Meeting, is also retiring from the board at that
time. The Board of Directors has not nominated an individual to replace
Mr. Mullin. The Company has no knowledge that either of the nominees will
refuse or be unable to serve, but if either of the nominees becomes unavailable
for election, the holders of the proxies reserve the right to substitute
another
person of their choice as a nominee when voting at the meeting. Set forth
below is information concerning the nominees for election and for the other
persons whose terms of office will continue after the meeting, including the
age,
year first elected a director and business experience during the previous five
years as of April 4, 1997. The two nominees, if elected at the Annual Meeting
of Stockholders, will serve as Class II directors for three year terms expiring
in 2000.
NOMINEES
Name Age Position with the Director
Company and the Bank Since
CLASS II
(Term Expires 2000)
Susan E. Roepke 57 Director (since 1997) of the Company; 1997
Vice President, Secretary and Treasurer
(since 1992) of the Company; Director
(since 1997) of the Bank; and Senior Vice
President and Cashier (since 1993) of the
Bank
Donald J. Wissman 59 Director of the Company and the Bank 1994
CONTINUING DIRECTORS
CLASS III
(Term Expires 1998)
Brent A. Bowman 47 Chairman of the Board of the Company 1987
and the Bank
Charles D. Green 71 Director of the Company and the Bank 1957
Vernon C. Larson 73 Director of the Company and the Bank 1974
CLASS I
(Term Expires 1999)
Patrick L. Alexander 44 President, Chief Executive Officer and 1990
Director of the Company and the Bank
Joseph L. Downey 60 Director of the Company and the Bank 1996
Rolla W. Goodyear 39 President of Auburn Branch since 1995
January, 1996; Director of the Company
and the Bank
Jerry R. Pettle 58 Director of the Company and the Bank 1978
All of the Company's directors will hold office for the terms indicated, or
until their earlier death, resignation, removal or disqualification, and
until their respective successors are duly elected and qualified, and all
executive officers hold office for a term of one year. There are no
arrangements or understandings between any of the directors, executive
officers or any other person pursuant to which any of the Company's
directors or executive officers have been selected for their respective
positions, except that the Company and the Bank have entered
into employment contracts with Messrs. Alexander and Goodyear.
No director is
related to any other director or executive officer of the Company or the
Bank by
blood, marriage or adoption, except that Mr. Goodyear is the brother-in-law of
Mr. William F. Caton, who is a director of the Bank.
The business experience of each of the nominees and continuing directors
for the past five years is as follows:
Patrick L. Alexander became President and Chief Executive Officer of the
Association in 1990, and became the President and Chief Executive Officer
of the Company and the Bank on August 28, 1992 and January 5, 1993,
respectively. From 1986 to 1990, Mr. Alexander served as President of the
Kansas State Bank of Manhattan, Manhattan, Kansas. Mr. Alexander serves
as a member of the Boards of Directors of the Big Lakes Foundation, Inc.,
the Kansas State University Finance Advisory Board, and the Kansas
Chamber of Commerce and Industry.
Brent A. Bowman has been President of Brent Bowman and Associates
Architects, P.A., an architectural firm in Manhattan, Kansas, since 1979.
Mr. Bowman serves on the Manhattan Historic District Review Board, the
Board of Directors of the Big Lakes Foundation, Inc., and is an adjunct
professor of Architecture at Kansas State University.
Joseph L. Downey has been a director of Dow Chemical Co. since 1989
and a Dow Senior Consultant since 1995 after having served in a variety
of executive positions with that company, including Senior Vice President
from 1991 to 1994.
Rolla W. Goodyear was the Chairman of the Board of Auburn Security
Bancshares, Inc. and President and Chief Executive Officer of Security
State Bank from 1983 until its acquisition by the Company in April 1995.
Mr. Goodyear presently serves as President of the Auburn branch of the Bank.
Mr. Goodyear is also the owner of the Goodyear Agency, a real estate
agency located in Topeka, Kansas.
Charles D. Green is a former partner in the Manhattan, Kansas law firm
of Arthur, Green, Arthur, Conderman & Stutzman from 1950 to July 1, 1993.
Mr. Green formerly served as a director of the Commerce Bank, NA, a
wholly-owned subsidiary of CBI-Central Kansas, Inc., which is a wholly
owned subsidiary of Commerce Bancshares, Inc., Kansas City, Missouri.
Vernon C. Larson was the Assistant Provost and Director of International
Programs at Kansas State University, Manhattan, Kansas from 1962 until
his retirement in 1991.
Jerry R. Pettle is a dentist who has practiced with Dental Associates of
Manhattan, P.A., in Manhattan, Kansas, since 1970. Dr. Pettle is a member
of the Board of Directors of the Manhattan Medical Center and is an examiner
for the Kansas Dental Board. Dr. Pettle is also a member of the Friends of the
Konza Prairie and is a past member of the Kansas State University Foundation.
Susan E. Roepke became Vice President of the Company on August 28,
1992 and Senior Vice President, Secretary and Cashier of the Bank on
January 5, 1993. She was elected Secretary of the Association in 1992 and
became Vice President/Operations Division of the Association in 1991, and
had been Treasurer of the Association since 1970. She held these positions
with the Association until the Conversion in 1993.
Donald J. Wissman is President of the Grain Industry Alliance, having been
appointed to the position in June, 1996. He serves as the Chairman of DPRA
Incorporated, an environmental/economic research and consulting firm
headquartered in Manhattan, Kansas. Dr. Wissman has been with DPRA
since 1965, having previously served as a Senior Vice President and Vice
President involved in consulting projects regarding economic and environmental
regulatory issues. He is a past Chairman and director of the Manhattan
Chamber of Commerce and currently serves on the Board of Directors of
the Kansas State University Research Foundation.
Board Committees and Meetings
Committees of the Board of Directors of the Company include a Stock
Option Committee which administers the Company's Stock Option Plan and
an Audit Committee. The full Board of Directors considers nominations to
the Board, and will consider nominations made by stockholders if such
nominations are in writing and otherwise comply with Section 3.1 of the
Company's bylaws. The Board of Directors of the Bank
has an Executive Committee and a Directors' Loan Committee.
The Executive Committee consists of Directors Bowman (Chairman),
Alexander, Larson, Roepke, Wissman and Mr. William F. Caton, a
director of the Bank. The Executive Committee has authority to perform
policy reviews, oversee and direct compensation and personnel functions,
monitor marketing and CRA activities, review and approve the budget and
asset/liability position and undertake other organizational issues and planning
discussions as deemed appropriate. The committee meets monthly on a
tegularly scheduled basis and more frequently if necessary. During 1996 the
committee met 12 times.
The Directors' Loan Committee consists of Directors Mullin (Chairman),
Alexander, Downey, Goodyear, Green and Pettle. The Directors' Loan
Committee is responsible for policy review and oversight of the loan and
investment functions. It has the authority to approve loans in excess of the
Officers' Loan Committee lending authority up to legal ending limits, subject
to certain exceptions which apply to certain levels of unsecured and insider
loans which must be approved by the entire Board of Directors. The
committee reviews the loan loss reserve for adequacy and reviews in
detail lending and investment activities. The committee meets monthly on a
regularly scheduled basis and more frequently if necessary. During 1996 the
committee met 13 times.
The Audit Committee consists of Directors Pettle (Chairman), Larson,
Mullin, Wissman and Mr. William F. Caton, a director of the Bank. The Audit
Committee is responsible for overseeing the internal and external audit
functions. It approves internal audit staffing, salaries and programs. The
Internal Auditor reports directly to the committee on audit and compliance
matters. The committee also reviews and approves the scope of the annual
external audit and consults with the independent auditors regarding the results
of their auditing procedures. The committee normally meets
quarterly. During 1996 the committee met three times.
The Stock Option Committee consists of Directors Larson (Chairman)
and Pettle. The Stock Option Committee administers the Stock Option
Plan and has the authority, among other things, to select the employees to
whom options will be granted, to determine the terms of each option, to
interpret the provisions of the Stock Option Plan and to make all
determinations that it may deem necessary or advisable for the administration
of the Stock Option Plan. During 1996 the committee met once.
A total of 12 regularly scheduled and special meetings were held by
the Board of Directors of the Company during 1996. During 1996, all directors
attended at least 75 percent of the meetings of the Board and the committees
on which they serve, with the exception of Mr. Wissman, who attended 66
percent of the Executive Committee meetings.
Directors of the Company receive no fees for attendance at regularly
scheduled meetings of the Board of Directors of the Company and they
receive $100 for attendance at special meetings. Directors of the Bank
receive
fees of $400 per month plus $100 per meeting for attendance at regularly
scheduled meetings of the Board of Directors of the Bank and $100 per month
for attendance at regularly scheduled meetings of committees, except that
Messrs. Alexander and Goodyear and Mrs. Roepke do not receive additional
amounts for attendance at committee meetings.
EXECUTIVE COMPENSATION
The following table sets forth information concerning the compensation
paid or granted to the Company's Chief Executive Officer for the past three
fiscal years. None of the remaining executive officers of the Company or the
Bank had an aggregate salary and bonus which exceeded $100,000.
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Annual Compensation Long Term
Compensation
Awards
<S> <C> <C> <C> <C> <C>
Securities
Name and Year Ended Underlying
Principal Position December 31st Salary($)(1) Bonus($) Options/SARs(#) All Other Compensation ($)(3)
Patrick L. Alexander
President and Chief
Executive Officer 1996 $114,993 $30,473 --- $1,186
1995 108,648 18,000 --- 1,114
1994 103,474 --- --- 10,734
</TABLE>
(1) Includes amounts deferred.
(2) Represents contributions made to the MNB Bancshares, Inc.
Employee Stock Ownership Plan (the "ESOP"), of which the 1995 and 1996
contributions have not yet been determined, and also includes premium
payments for an insurance policy purchased to fund a supplemental disability
and death benefit. For 1994, the amount of the contribution to the ESOP was
$9,391 and, for 1994, 1995 and 1996, the amount of the insurance premium
paid was $983, $1,114 and $1,186.
The following table sets forth certain information concerning the number
and value of stock options at December 31, 1996 held by the Chief
Executive Officer.
<TABLE>
<CAPTION>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
Number of Value of
Securities Unexercised
Underlying In-the-Money
Unexercised Options/SARs at
Options/SARs at FY-End (#)
FY-End (#)
<S> <C> <C> <C> <C> <C> <C>
Name Shares Acquired
on Exercise (#) Value
Realized ($) Exercisable Unexer-
cisable Exercisable Unexercisable
Patrick L.
Alexander --- $--- 18,108(1) --- $278,139 $---
</TABLE>
[FN]
Includes options resulting from stock dividends paid by Company.
[/FN]
Employment Agreement In January, 1993 the Company and the Bank
entered into an employment agreement with Patrick L. Alexander. The
employment agreement initially provided for an initial base salary of $94,605,
which may be increased but not decreased, and an initial term of three
years, with one year extensions thereafter unless the agreement has been
terminated or the Company or Mr. Alexander has provided a notice of non-
renewal prior thereto. Notwithstanding any such notice, the term of the
agreement will be extended to three years upon any change in control
of the Company or the Bank, as defined in the agreement. The employment
agreement will terminate upon the death or disability of Mr. Alexander, in the
event of certain regulatory actions or upon notice by either the Company or
Mr. Alexander, with or without cause. The employment agreement will be
suspended in the event of a regulatory suspension of Mr. Alexander's
employment. In the event of termination of Mr. Alexander's employment
due to disability or without cause, the Company will be obligated to
pay or to provide to him, as applicable, continued salary and benefits
until the earlier of the expiration of the term of the agreement or his death.
In the event Mr. Alexander's employment discontinues following a change
in control of the Company or the Bank, the successor to the Company or
the Bank is obligated to make a lump sum payment to him equal to three
times his then annual salary and to continue benefits until the earlier of
three years or his death. For purposes of the employment agreement,
Mr. Alexander's employment will be considered terminated following a
change in control in the event his right to retain his position with the
Bank or to exercise fully the authority, duties and responsibilities of
such position is changed or terminated. The employment agreement includes
a covenant which will limit the ability of Mr. Alexander to compete with the
Bank in an area encompassing a fifty mile radius from the Bank's main
office for a period of one year following the termination of his employment
with the Bank. The geographic area covered by this provision constitutes
a portion of the Bank's primary service area.
The Executive Committee has furnished the following report on
executive compensation. The incorporation by reference of this Proxy
Statement into any document filed with the Securities and Exchange
Commission by the Company shall not be deemed to include
the report unless the report is specifically stated to be incorporated by
reference into such document.
Executive Committee Report on Executive Compensation
The Executive Committee of the Board of Directors of the Bank is
composed of six directors and is responsible for recommendations to the
Board of Directors of the Company for compensation of executive officers
of the Bank and the Company. At this time no separate salary is paid to
the officers of the Company. In determining compensation, the following
factors are generally taken into consideration:
1. The performance of the executive officers in achieving the short
and long term goals of the Company.
2. Payment of compensation commensurate with the ability and
expertise of the executive officers.
3. Attempt to structure compensation packages so that they
are competitive with similar companies.
The committee considers the foregoing factors, as well as others, in
determining compensation. There is no assigned weight given to any of
these factors.
Additionally, the Executive Committee considers various benefits, such
as the ESOP and the Stock Option Plan, together with perquisites in
determining compensation. The committee believes that the benefits provided
through the stock based plans more closely tie the compensation of the
officers to the interests of the stockholders and provide significant
additional performance incentives for the officers which directly benefit the
stockholders through an increase in the stock value.
Annually, the Executive Committee evaluates four primary areas
of performance in determining Mr. Alexander's level of compensation. These
areas are: long-range strategic planning and implementation; Company
financial performance; Company compliance with regulatory requirements and
relations with regulatory agencies; and effectiveness of managing relationships
with stockholders and the Board of Directors. When evaluating the financial
performance of the Company, the committee considers profitability, asset growth
and risk management. The primary evaluation criteria are considered to be
essential to the long-term viability of the Company and are given equal weight
in the evaluation. Finally, the committee reviews compensation packages
of peer institutions to ensure that Mr. Alexander's compensation is competitive
and commensurate with his level of performance.
The 1996 compensation of Mr. Alexander was based upon the factors
described above and his substantial experience and length of service
with the organization. During 1996, Mr. Alexander successfully headed
the Company's acquisition program, which included planning, analysis
and contacting a number of financial institutions. The Executive
Committee also considered the continuing additional duties required
in completing the transition of the Bank from a mutual avings association
to a stock institution. Mr. Alexander did not participate in any
decisions pertaining to his compensation.
Members of the Executive Committee are:
Brent A. Bowman, Chairman
Patrick L. Alexander
Vernon C. Larson
Susan E. Roepke
Donald J. Wissman
William F. Caton
Performance Graph
The incorporation by reference of this Proxy Statement into any
document filed with the Securities and Exchange Commission by
the Company shall not be deemed to include the following performance
graph and related information unless the graph and related information
are specifically stated to be incorporated by reference into the
document.
The following graph shows a four year comparison of cumulative total
returns for the Company, the Nasdaq Stock Market (U.S. Companies)
and the Nasdaq Bank Stocks index. The Common Stock of the Company
was first listed for quotation on the Nasdaq National Market System on
January 6, 1993. The initial price of the Company Common
Stock shown in the graph below is based upon the price to the public
of $10 per share in the Company's initial public offering on January 5, 1993.
The closing price quoted on Nasdaq at the close of business on January 6,
1993, was $14.25 per share.
<TABLE>
<CAPTION>
COMPARISON OF CUMULATIVE TOTAL RETURN*
ASSUMES $100 INVESTED ON JANUARY 6, 1993
*Total return assumes reinvestment of dividends
<S> <C> <C> <C> <C> <C>
1/6/93 12/31/93 12/31/94 12/31/95 12/31/96
MNB Bancshares, Inc. $100 $136 $172 $209 $241
Nasdaq Market - U.S. $100 $114 $111 $157 $194
Nasdaq Bank Stocks $100 $114 $113 $169 $223
</TABLE>
<TABLE>
<CAPTION>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information regarding the Company's
Common Stock beneficially owned on April 1, 1997 with respect to all
persons known to the Company to be the beneficial owner of more than
five percent of the Company's Common Stock, each director and nominee,
each executive officer named in the Summary Compensation Table and
all directors and executive officers of the Company as a group.
<S> <C> <C>
Name of Individual and Amount and Nature Percent
Number of Persons in Group Beneficial Ownership(1) of Class
First Save Associates, L.P.
Second First Save Associates,
L.P. c/o First Manhattan Co.
437 Madison Avenue
New York, New York 10022 47,225 (2) 7.8%
MNB Bancshares, Inc. Employee
Stock Ownership Plan
800 Poyntz Avenue
Manhattan, Kansas 66502 53,054 (3) 8.7%
Jack Goldstein
555 Poyntz Avenue
Manhattan, Kansas 66502 42,557 (4) 7.0%
Patrick L. Alexander
2801 Brad Lane
Manhattan, Kansas 66502 42,791 (5) 6.8%
Mr. Rolla Goodyear
8840 Hanover
Auburn, Kansas 66402 45,643 (6) 7.5%
Susan E. Roepke
2600 Sumac Drive
Manhattan, Kansas 66502 42,211 (7) 6.9%
Directors
Brent A. Bowman 2,365 (8) *
Joseph L. Downey 2,904 *
Charles D. Green 12,784 (8) 2.1%
Vernon C. Larson 4,317 (9) *
Jerry R. Pettle 6,995 (8) 1.1%
Donald J. Wissman 1,213 *
All directors and
executive officers as
a group (12 persons) 187,614 (10) 29.0%
*Less than 1%.
<FN>
(1) The information contained in this column is based upon information
furnished to the Company by the persons named above and the members of the
designated group. The nature of beneficial ownership for shares shown in this
column is sole voting and investment power, except as set forth in the
footnotes
below. Inclusion of shares in this table shall not be deemed to be an
admission
of beneficial ownership of such shares. Amounts shown include shares issued
pursuant to a stock dividend paid by the Company in August, 1996.
(2) Pursuant to an Amendment No. 2, dated May 13, 1996, to a Schedule 13D
filed by First Manhattan CO., as general partner of First Save Associates,
L.P. and
Second First Save Associates, L.P., as increased to reflect shares received
as a result
of a stock dividend paid by the Company in August, 1996.
(3) Includes 10,801 shares which have been allocated to participants' accounts
under the Company's ESOP.
(4) Pursuant to a Schedule 13D dated November 1 1996.
(5) Includes 2,144 shares held in an IRA of which the power to vote such
shares is shared with the IRA administrator, 19,075 shares over which voting
and
investment power is shared with his spouse, and 1,100 shares over which Mr.
Alexander
has sole investment and voting power. Also includes 18,108 shares presently
obtainable
through the exercise of options granted under the Company's Stock Option
Plan, over
which shares Mr. Alexander has no voting and sole investment power.
(6) Includes 1,014 shares held by Mr. Goodyear's spouse, over which shares
Mr. Goodyear has no voting or investment power.
(7) Ms. Roepke is a Director, Vice President, and the Chief Financial Officer
of the Company. This includes 8,721 shares held in an Investment Retirement
Account
("IRA"), of which the power to vote such shares is shared with the IRA
administrator,
1,352 shares held by her spouse and over which Ms. Roepke has shared voting and
investment power and 6,160 shares presently obtainable through the exercise of
options
granted under the Company's Stock Option Plan, over which shares Ms. Roepke
has no
voting and sole investment power.
(8) Includes an aggregate of 1,208 shares presently obtainable through the
exercise of options granted under the Company's Stock Option Plan for each
named
individual, over which shares each such person has no voting and sole
investment power.
(9) Includes 4,317 shares held jointly with his spouse and over which Mr.
Larson has shared voting and investment power.
(10) Includes an aggregate of 37,046 shares presently obtainable through the
exercise of options granted under the Company's Stock Option Plan.
Section 16(a) of the Securities Exchange Act of 1934 requires that the
Company's
executive officers, directors and persons who own more than 10% of the
Company's
Common Stock file reports of ownership and changes in ownership with the
Securities and
Exchange Commission and with the exchange on which the Company's shares of
Common
Stock are traded. Such persons are also required to furnish the Company with
copies of
all Section 16(a) forms they file. Based solely on the Company's review of the
copies of
such forms, the Company is not aware that any of its directors, executive
officers or 10%
stockholders failed to comply with the filing requirements of Section 16(a)
during the
period commencing January 1, 1996 through December 31, 1996, except that
Form 3 for
Joseph L. Downey was inadvertently filed late.
</FN>
TRANSACTIONS WITH MANAGEMENT
Directors and officers of the Company and the Bank and their associates were
customers of and had transactions with the Company and the Bank during 1996.
Additional transactions are expected to take place in the future. All
outstanding loans,
commitments to loan, and certificates of deposit and depository
relationships, in the
opinion of management, were made in the ordinary course of business, on
substantially the
same terms, including interest rates and collateral, as those prevailing at
the time for
comparable transactions with other persons and did not involve more than the
normal risk
of collectibility or present other unfavorable features.
INDEPENDENT PUBLIC ACCOUNTANTS
Stockholders will be asked to approve the appointment of KPMG
Peat Marwick LLP as the Company's independent public accountants for the
year ending December 31, 1997. A proposal will be presented at the annual
meeting to ratify the appointment of KPMG Peat Marwick LLP. If the
appointment of KPMG Peat Marwick LLP is not ratified, the matter of the
appointment of independent public accountants will be considered by the Board
of Directors. Representatives of KPMG Peat Marwick LLP are expected to be
present at the meeting and will be given the opportunity to make a statement
if
they desire to do so and will be available to respond to appropriate questions.
The Board of Directors unanimously recommends a vote FOR this appointment.
SUBMISSION OF STOCKHOLDER PROPOSALS
Any proposal which a stockholder of the Company wishes to have included
in the proxy materials of the Company relating to the next annual meeting of
stockholders of the Company, which is scheduled to be held in May 1998,
must be received at the principal executive offices of the Company (MNB
Bancshares, Inc., 800 Poyntz Avenue, Manhattan, Kansas 66502, attention:
Mr. Patrick L. Alexander, President) no later than December 19, 1997, and
must otherwise comply with the notice and other provisions of the Company's
Bylaws.
GENERAL
Your proxy is solicited by the Board of Directors and the cost of solicitation
will be paid by the Company. In addition to the solicitation of proxies by use
of the mails, officers, directors and regular employees of the Company or the
Bank, acting on the Company's behalf, may solicit proxies by telephone,
telegraph
or personal interview. The Company will, at its expense, upon the receipt of a
request from brokers and other custodians, nominees and fiduciaries, forward
proxy soliciting material to the beneficial owners of shares held of record by
such persons.
OTHER BUSINESS
It is not anticipated that any action will be asked of the stockholders other
than that set forth above, but if other matters properly are brought before the
meeting, the persons named in the proxy will vote in accordance with their best
judgment.
FAILURE TO INDICATE CHOICE
If any stockholder fails to indicate a choice in items (1) or (2) on the proxy
card, the shares of such stockholder shall be voted (FOR) in each instance.
REPORT ON FORM 10-K
THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH
PERSON REPRESENTING THAT HE OR SHE WAS A BENEFICIAL
OWNER OF THE COMPANY'S COMMON STOCK AS OF THE RECORD
DATE FOR THE MEETING, UPON WRITTEN REQUEST, A COPY OF
THE COMPANY'S ANNUAL REPORT ON FORM 10-K. SUCH WRITTEN
REQUEST SHOULD BE SENT TO MR. PATRICK L. ALEXANDER, MNB
BANCSHARES, INC., P.O. BOX 308, MANHATTAN, KANSAS 66505.
By order of the Board of Directors
/s/ Patrick L. Alexander
President and Chief
Executive Officer
Manhattan, Kansas
April 18, 1997
ALL STOCKHOLDERS ARE URGED TO SIGN
AND MAIL THEIR PROXIES PROMPTLY
PROXY FOR COMMON SHARES ON BEHALF OF BOARD OF
DIRECTORS FOR THE ANNUAL MEETING OF THE STOCKHOLDERS
OF MNB BANCSHARES, INC. TO BE HELD MAY 19, 1997
The undersigned hereby appoints Patrick L. Alexander and Rolla W.
Goodyear, or either of them acting in the absence of the other, with power of
substitution, attorneys and proxies, for and in the name and place of the
undersigned, to vote the number of shares of Common Stock that the undersigned
would be entitled to vote if then personally present at the Annual Meeting of
the
Stockholders of MNB Bancshares, Inc., to be held at the Kansas State University
Student Union, 17th and Anderson Avenue, Manhattan, Kansas 66506, on Monday,
May 19, 1997, at 2:00 p.m., local time, or any adjournments or postponements
thereof, upon the matters set forth in the Notice of Annual Meeting and Proxy
Statement, receipt of which is hereby acknowledged, as follows:
1. ELECTION OF DIRECTORS:
FOR all nominees listed below WITHHOLD AUTHORITY to vote
(except as marked to the contrary below) for all nominees listed below
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.)
Class II (term expires 2000): Susan E. Roepke and Donald J. Wissman
2. APPROVE THE APPOINTMENT OF KPMG PEAT MARWICK LLP
AS THE COMPANY'S INDEPENDENT PUBLIC ACCOUNTANTS FOR THE
YEAR ENDING DECEMBER 31, 1997:
For Against Abstain
3. In accordance with their discretion, upon all other matters that may
properly come before said meeting and any adjournment or postponements thereof.
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 VOTED FOR THE
NOMINEES LISTED UNDER PROPOSAL 1 AND FOR PROPOSAL 2.
Dated: , 1997
Signature(s)
NOTE: PLEASE DATE PROXY AND SIGN IT EXACTLY AS NAME OR
NAMES APPEAR ABOVE. ALL JOINT OWNERS OF SHARES SHOULD
SIGN. STATE FULL TITLE WHEN SIGNING AS EXECUTOR,
ADMINISTRATOR, TRUSTEE, GUARDIAN, ETC. PLEASE RETURN
SIGNED PROXY IN THE ENCLOSED ENVELOPE.
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