<PAGE>
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 Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
MNB BANCSHARES, INC.
- ------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Mark Herpich, Vice President, Secretary and Treasurer
- -----------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
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 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:
- ------------------------------------------------------
Notes:
<PAGE>
[LOGO OF MNB BANCSHARES, INC.]
800 Poyntz Avenue
Manhattan, Kansas 66505
(785) 565-2000
April 16, 1999
Dear Stockholder:
On behalf of the Board of Directors and
management of MNB Bancshares, Inc., we
cordially invite you to attend the Annual
Meeting of Stockholders of MNB Bancshares,
Inc., to be held at 2:00 p.m. on Wednesday,
May 19, 1999, at the Kansas State University
Student Union, 17th and Anderson Avenue,
Manhattan, Kansas. The accompanying Notice
of Annual Meeting of Stockholders and Proxy
Statement discuss the business to be
conducted at the meeting. At the meeting we
shall report on Company operations and the
outlook for the year ahead.
Your Board of Directors has nominated
three persons to serve as Class I directors,
each of whom are incumbent directors. The
Company's Board of Directors has selected
and recommends that you ratify the
appointment of KPMG LLP to continue as the
Company's independent public accountants for
the year ending December 31, 1999.
We recommend that you vote your shares
for the director nominees and in favor of
the proposal.
We encourage you to attend the meeting
in person. Whether or not you plan to
attend, however, please complete, sign and
date the enclosed proxy and return it in the
accompanying postpaid return envelope as
promptly as possible. This will ensure that
your shares are represented at the meeting.
We look forward with pleasure to
seeing and visiting with you at the meeting.
Very truly yours,
MNB BANCSHARES, INC.
/s/Patrick L. Alexander
President and Chief Executive Officer
800 Poyntz Avenue
Manhattan, Kansas 66505
(785) 565-2000
NOTICE OF
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 19, 1999
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 Wednesday, May 19, 1999, at 2:00
p.m., local time, for the following
purposes:
1. to elect three (3) Class I
directors for a term of three years.
2. to approve the appointment of KPMG
LLP as independent public accountants for
the Company for the fiscal year ending
December 31, 1999.
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 2, 1999, 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 16, 1999
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 Wednesday, May 19, 1999,
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 return your proxy
card in the enclosed self-addressed, stamped
envelope. 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. This
Proxy Statement and the accompanying proxy
card are being mailed to stockholders on or
about April 16, 1999. The 1998 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"). In addition to its main
office in Manhattan, the Bank also has
branch offices in Topeka, Auburn and Osage
City.
Only holders of record of the Company's
Common Stock at the close of business on
April 2, 1999, will be entitled to vote at
the annual meeting or any adjournments or
postponements of such meeting. On April 2,
1999, the Company had 1,367,976 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
other matters, 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, 1999, the
stockholders will be entitled to elect three
(3) Class I directors for a term expiring in
2002. The directors of the Company are
divided into three classes having staggered
terms of three years. The nominees for
election as Class I directors are incumbent
directors. The Company has no knowledge
that any of the nominees will refuse or be
unable to serve, but if any 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 2, 1999. The three nominees, if
elected at the Annual Meeting of
Stockholders, will serve as Class I
directors for three year terms expiring in
2002. The Board of Directors unanimously
recommends that stockholders vote FOR each
of the nominees for director.
<TABLE>
<CAPTION>
NOMINEES
<S> <C> <C> <C>
Name Age Position with the Director
Company and the Bank Since
CLASS I
(Term Expires 2002)
Patrick L. Alexander 46 President, Chief Executive
Officer and Director of the
Company and the Bank 1990
Joseph L. Downey 62 Director of the Company
and the Bank 1996
Jerry R. Pettle 60 Director of the Company
and the Bank 1978
CLASS II
(Term Expires 2000)
Susan E. Roepke 59 Director of the Company
and the Bank 1997
Donald J. Wissman 61 Director of the Company
and the Bank 1994
CLASS III
(Term Expires 2001)
Brent A. Bowman 49 Chairman of the Board
of the Company and the Bank 1987
Charles D. Green 73 Director of the Company
and the Bank 1957
Vernon C. Larson 75 Director of the Company
and the Bank 1974
</TABLE>
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 an employment
contract with Mr. Alexander. No director is
related to any other director or executive
officer of the Company or the Bank by blood,
marriage or adoption.
The business experience of each nominee
and continuing director for the past five
years is as follows:
Patrick L. Alexander became President
and Chief Executive Officer of the Manhattan
Federal Savings and Loan Association (the
predecessor-in-interest to the Bank) 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
Board of Directors of the Big Lakes
Foundation, Inc. Mr. Alexander serves on
the Economic Development Committee of the
Manhattan Chamber of Commerce.
Brent A. Bowman has been President of
Brent Bowman and Associates Architects,
P.A., an architectural firm in Manhattan,
Kansas, since 1979. He serves on the Big
Lakes Developmental Center Board.
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.
Charles D. Green is a former partner in
the Manhattan, Kansas law firm of Arthur-
Green LLP from 1950 to July 1, 1993. Mr.
Green formerly served as a director of the
Commerce Bank, N.A., 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
1965. Dr. Pettle is a member of the
Manhattan Medical Center Board of Directors
and is an examiner for the Kansas Dental
Board.
Susan E. Roepke is a former Vice
President of the Company, serving in that
capacity from its inception in 1992 until
she retired as an officer of the Company and
the Bank at the end of 1998. She also
served in a number of senior management
positions with the Bank since 1970,
including Senior Vice President, Secretary
and Cashier since 1993.
Donald J. Wissman is the former
Chairman of DPRA Incorporated, an
environmental/economic research and
consulting firm headquartered in Manhattan,
Kansas. He served in that capacity from
1987 to 1998. Dr. Wissman began his service
with the firm in 1965 and service as Vice
President and Senior Vice President involved
in economic and environmental regulatory
consulting assignments. He was the founder
and served as President of the Grain
Industry Alliance from 1996-1998. He served
as Chairman and Director of the Manhattan
Chamber of Commerce and on the Board of
Directors of the Kansas State University
Research Foundation.
Board Committees and Meetings
There presently are two committees of
the Board of Directors of the Company, 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,
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 regularly
scheduled basis and more frequently if
necessary. During 1998 the committee met 11
times.
The Directors' Loan Committee consists
of Directors Green (Chairman), Alexander,
Downey, Larson 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
lending 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
1998 the committee met 8 times.
The Audit Committee consists of
Directors Pettle (Chairman), Bowman, Larson,
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 1998 the
committee met 4 times.
The Stock Option Committee consists of
Directors Bowman (Chairman) Pettle and
Wissman. 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 1998 the
committee met one time.
A total of 13 regularly scheduled and
special meetings were held by the Board of
Directors of the Company during 1998.
During 1998, all directors attended at least
75 percent of the meetings of the Board and
the committees on which they serve.
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 Mr. Alexander
does 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 $100,000.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
<S> <C> <C> <C> <C> <C>
Securities
Underlying All Other
Name and Year ended Options/ Composition
Principal Position 12/31 Salary Bonus ($) SAR (#) ($)(2)
Patrick L. Alexander 1998 $145,315 --- --- ---
President and Chief 1997 119,957 32,045 --- 12,975
Executive Officer 1996 114,993 30,473 --- 13,105
(1) Includes amounts deferred.
(2) Represents contributions made to
the MNB Bancshares, Inc. Employee Stock
Ownership Plan (the "ESOP"), and also
includes premium payments for an insurance
policy purchased to fund a supplemental
disability and death benefit. The
contribution to the ESOP was $11,919 for
1996, $13,651 for 1997 and is expected to be
approximately $13,000 for 1998.
</TABLE>
<TABLE>
<CAPTION>
The following table sets forth certain
information concerning the number and value
of stock options at December 31, 1998 held
by the Chief Executive Officer.
AGGREGATED OPTION/SAR EXERCISES IN LAST
FISCAL YEAR AND FY-END
OPTION/SAR VALUES
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options/SARs at Options/SARs at
FY-End (#) FY-End ($)
<S> <C> <C> <C> <C> <C> <C>
Name Shares Value Exer- Unexer- Exer- Unexer-
Acquired on Realized cisable cisable cisable cisable
Exercise (#) ($)
Patrick L. Alexander --- $--- 33,375(1) --- $292,695 $---
(1) Includes options resulting from
stock dividends paid by the Company.
</TABLE>
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 five
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.
The Executive Committee felt it would
be beneficial to shareholders to have
executive officers take a portion of
incentive pay in the form of shares of MNB
Bancshares, Inc. stock. As a result of this
thought process, in the Spring of 1998 the
committee authorized Mr. Alexander, Ms.
Roepke and Mr. Scheopner to receive a
portion or all of their 1997 after tax
incentive compensation in stock.
Additionally, the committee changed the
incentive program for 1998 and beyond to
include all executive officers being
required to take a minimum of 50% of their
after tax incentive payment in the form of
Company stock and have the option of taking
up to 100% of their after tax incentive
payment in the form of Company stock.
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 1998 compensation of Mr. Alexander
was based upon the factors described above
and his substantial experience and length of
service with the organization. During 1998,
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
additional duties required in completing the
assimilation of the December 31, 1997
acquisition of Freedom Bancshares, Inc. into
the Company's corporate and operating
structure. 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
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 five year
comparison of cumulative total returns for
the Company, the Nasdaq Stock Market (U.S.
Companies) and the Nasdaq Bank Stocks index.
The graph was prepared at the Company's
request by Research Data Group, Inc.,
San Francisco, California.
<TABLE>
<CAPTION>
COMPARISON OF CUMULATIVE TOTAL RETURN*
ASSUMES $100 INVESTED ON DECEMBER 31, 1993
*Total return assumes reinvestment of
dividends and reflects the Company's prior
stock split and stock dividends.
<S> <C> <C> <C> <C> <C> <C>
12/31/93 12/31/94 12/31/95 12/31/96 12/31/97 12/31/98
MNB Bancshares, Inc. $100 $127 $154 $187 $223 $207
Nasdaq Market - U.S. $100 $98 $138 $170 $208 $294
Nasdaq Bank Stocks $100 $100 $148 $196 $328 $325
</TABLE>
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS
The following table sets forth certain
information regarding the Company's Common
Stock beneficially owned on April 2, 1999
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.
<TABLE>
<CAPTION>
<S> <C> <C>
Name of Individual and Amount and Nature of Percent
Number of Persons in Group Beneficial Ownership(1) of Class
5% Stockholders
First Manhattan Co.
437 Madison Avenue
New York, New York 10022 98,799(2) 7.22%
MNB Bancshares, Inc.
Employee Stock Ownership Plan
800 Poyntz Avenue
Manhattan, Kansas 66502 113,627(3) 8.31%
Jack Goldstein
555 Poyntz Avenue
Manhattan, Kansas 66502 94,361(4) 6.89%
Patrick L. Alexander
2801 Brad Lane
Manhattan, Kansas 66502 103,465(5) 7.38%
Rolla Goodyear
4009 Saltburn Drive
Plano, Texas 75093 115,782(6) 8.46%
Susan E. Roepke
2600 Sumac Drive
Manhattan, Kansas 66502 106,232(7) 7.67%
Directors
Brent A. Bowman 5,211 *
Joseph L. Downey 6,402 *
Charles D. Green 28,185(8) 2.06%
Vernon C. Larson 9,517(9) *
Jerry R. Pettle 15,418(10) 1.13%
Donald J. Wissman 3,923(11) *
All directors and executive officers as a
group (12 persons) 323,523(12) 22.59%
____________________________________
*Less than 1%.
</TABLE>
(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, 1998. Amounts shown
reflect the 2 for 1 stock split effected in
February, 1998.
(2) Pursuant to an Amendment dated
February 11, 1999, to a Schedule 13D filed
by First Manhattan Co.
(3) Includes 74,459 shares which have
been allocated to participants' accounts
under the Company's ESOP.
(4) Pursuant to a Schedule 13D dated
May 13, 1998.
(5) Includes 4,727 shares held in an
IRA of which the power to vote such shares
is shared with the IRA administrator and
41,728 shares over which voting and
investment power is shared with his spouse.
Also includes 33,375 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 2,234 shares held by Mr.
Goodyear's spouse, over which shares Mr.
Goodyear has no voting or investment power.
(7) Ms. Roepke is a retired Vice
President and the Chief Financial Officer of
the Company. She currently is a member of
the Board of Directors. This includes
19,859 shares held in an Investment
Retirement Account ("IRA"), of which the
power to vote such shares is shared with the
IRA administrator, 3,084 shares held in her
spouse's IRA and over which Ms. Roepke has
shared voting and investment power, 2,549
shares held in a living trust of which Ms.
Roepke is a co-trustee and over which Ms.
Roepke has shared voting and investment
power, 28,589 shares held in her spouse's
living trust and over which Ms. Roepke has
shared voting and investment power, and
16,974 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 2,662 shares presently
obtainable through the exercise of options
granted under the Company's Stock Option
Plan, over which shares Mr. Green has no
voting and sole investment power.
(9) Represents 9,517 shares held
jointly with his spouse and over which Mr.
Larson has shared voting and investment
power.
(10) Includes 6,338 shares held in
Dental Association Profit Sharing Plan and
over which Mr. Pettle has full voting and
investment power.
(11) Includes 1,533 shares held by his
spouse and over which Mr. Wissman has shared
voting and investment power.
(12) Includes an aggregate of 64,466
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, 1998 through
December 31, 1998.
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 1998.
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 LLP as the Company's
independent public accountants for the year
ending December 31, 1999. A proposal will
be presented at the annual meeting to ratify
the appointment of KPMG LLP. If the
appointment of KPMG LLP is not ratified, the
matter of the appointment of independent
public accountants will be considered by the
Board of Directors. Representatives of KPMG
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 2000, must be received at the principal
executive offices of the Company (MNB
Bancshares, Inc., 800 Poyntz Avenue,
Manhattan, Kansas 66505, attention: Mr.
Patrick L. Alexander, President) no later
than December 17, 1999, 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) and (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 16, 1999
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, 1999
The undersigned hereby appoints Patrick
L. Alexander and Brent A. Bowman, 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 Wednesday, May 19, 1999, 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 (except as
marked to the contrary below)
WITHHOLD AUTHORITY
to vote 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 I (term expires 2002): Patrick L.
Alexander, Joseph L. Downey and Jerry R.
Pettle
2. APPROVE THE APPOINTMENT OF KPMG LLP AS
THE COMPANY'S INDEPENDENT PUBLIC ACCOUNTANTS
FOR THE YEAR ENDING DECEMBER 31, 1999:
For Against Abstain
3. In accordance with their discretion,
upon all other matters that may properly
come before said meeting and any
adjournments 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: ____________, 1999
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.
