<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 Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 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 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>
[MNB BANCSHARES, INC. .. LOGO]
800 Poyntz Avenue
Manhattan, Kansas 66505
(785) 565-2000
April 18, 2000
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, to be held at 2:00 p.m. on Wednesday,
May 17, 2000, 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 our operations and the outlook for the year ahead.
Your board of directors has nominated two persons to serve
as Class II directors, each of whom are incumbent directors.
Your board of directors has selected and recommends that you
ratify the appointment of KPMG LLP to continue as our independent
public accountants for the year ending December 31, 2000.
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
[MNB BANCSHARES, INC. ...LOGO]
800 Poyntz Avenue
Manhattan, Kansas 66505
(785) 565-2000
NOTICE OF
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 17, 2000
To the stockholders of
MNB BANCSHARES, INC.
The annual meeting of the stockholders of MNB Bancshares,
Inc., a Delaware corporation, will be held at the Kansas State
University Student Union, 17th and Anderson Avenue, Manhattan,
Kansas, 66506, on Wednesday, May 17, 2000, at 2:00 p.m., local
time, for the following purposes:
1. to elect two Class II directors for a term of three
years.
2. to approve the appointment of KPMG LLP as our
independent public accountants for the fiscal year ending December 31, 2000.
3. to transact such other business as may properly be brought before
the meeting and any adjournments or postponements of the meeting.
The board of directors has fixed the close of business on
April 3, 2000, as the record date for the determination of
stockholders entitled to notice of, and to vote at, the meeting.
In the event there are not sufficient votes for a quorum or to
approve or ratify any of the foregoing proposals at the time of
the meeting, the meeting may be adjourned or postponed in order
to permit further solicitation of proxies.
By order of the Board of Directors
/s/Patrick L. Alexander
President and Chief Executive Officer
Manhattan, Kansas
April 18, 2000
[MNB BANCSHARES, INC. ...LOGO]
PROXY STATEMENT
This proxy statement is furnished in connection with the
solicitation by the board of directors of MNB Bancshares, Inc. 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 17,
2000, at 2:00 p.m., local time, and at any adjournments or
postponements of the meeting.
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 may revoke your proxy at
any time before it is voted, by:
o giving written notice to the corporate secretary of MNB
Bancshares, provided such written notice is received
prior to the annual meeting or any adjournments or
postponements of the meeting;
o submitting a later dated proxy; or
o 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.
Our 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 18, 2000. Our 1999 annual report, which includes
consolidated financial statements of MNB Bancshares and our
subsidiary, is enclosed.
We are the holding company for Security National Bank,
Manhattan, Kansas. In addition to its main office in Manhattan,
Security National Bank also has branch offices in Auburn,
Manhattan, Osage City, and Topeka.
Only holders of record of our common stock at the close of
business on April 3, 2000, will be entitled to vote at the annual
meeting or any adjournments or postponements of the meeting. On
April 3, 2000, we had 1,444,021 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
17, 2000, the stockholders will be entitled to elect two Class II
directors for a term expiring in 2003. The directors are divided
into three classes having staggered terms of three years. The
nominees for election as Class II directors are incumbent
directors. We have 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 3, 2000. The two nominees, if elected at the annual
meeting of stockholders, will serve as Class II directors for
three year terms expiring in 2003. We unanimously recommend that
you vote FOR each of the nominees for director.
<TABLE>
<CAPTION>
NOMINEES
<S> <C> <C> <C>
Position with MNB Director
Name Age Bancshares Since
and Security National Bank
CLASS II
(Term Expires 2003)
Susan E. Roepke 60 Director of MNB Bancshares 1997
and Security National Bank
Donald J. Wissman 62 Director of MNB Bancshares 1994
and Security National Bank
CONTINUING DIRECTORS
Position with MNB Director
Name Age Bancshares Since
and Security National Bank
CLASS III
(Term Expires 2001)
Brent A. Bowman 50 Chairman of the board of 1987
MNB Bancshares and
Security National Bank
Charles D. Green 74 Director of MNB Bancshares 1957
and Security National Bank
Vernon C. Larson 76 Director of MNB Bancshares 1974
and Security National Bank
CLASS I
(Term Expires 2002)
Patrick L. 47 President, chief executive 1990
Alexander officer and Director of
MNB Bancshares and
Security National Bank
Joseph L. Downey 63 Director of MNB Bancshares 1996
and Security National Bank
Jerry R. Pettle 61 Director of MNB Bancshares 1978
and Security National Bank
</TABLE>
All of our 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 our directors or executive
officers have been selected for their respective positions,
except that MNB Bancshares and Security National Bank have
entered into an employment contract with Mr. Alexander. No
director is related to any other director or executive officer of
MNB Bancshares or its subsidiary 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 Security National Bank) in 1990,
and became the president and chief executive officer of MNB
Bancshares and Security National Bank in 1992 and 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. and 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 was 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. He retired from the Dow
Chemical Co. board in 1999.
Charles D. Green is a former partner in the Manhattan,
Kansas law firm of Arthur-Green LLP from 1950 to 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 practiced with Dental
Associates of Manhattan, P.A., in Manhattan, Kansas, from 1965
until his retirement in 1999. 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 MNB
Bancshares, serving in that capacity from its inception in 1992
until she retired as an officer of MNB Bancshares and Security
National Bank at the end of 1998. She also served in a number of
senior management positions with Security National 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 served as vice president and senior vice
president involved in economic and environmental regulatory
consulting assignments. He is 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, a stock option committee, which administers our 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 our bylaws. The board of directors of
Security National 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 Security National 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 1999 the committee met eleven times.
The directors' loan 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 1999 the committee met twelve times.
The audit committee consists of directors Pettle (Chairman),
Bowman, Larson, Wissman and Mr. Caton, a director of Security
National 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 1999 the committee
met four 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 1999 the
committee did not meet.
A total of twelve regularly scheduled and special meetings
were held by the board of directors of MNB Bancshares during
1999. During 1999, all directors attended at least 75 percent of
the meetings of the board and the committees on which they serve.
Directors receive no fees for attendance at regularly
scheduled meetings of the board of directors and they receive
$100 for attendance at special meetings. Directors of Security
National Bank receive fees of $400 per month plus $100 per
meeting for attendance at regularly scheduled meetings of the
board of directors 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 our chief executive officer for
the past three fiscal years. None of the remaining executive
officers of MNB Bancshares or Security National Bank had an
aggregate salary and bonus which exceeded $100,000.
===========================================================================
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
<S> <C> <C> <C> <C> <C>
Long Term
Annual Compensation
Compensation Awards
- ---------------------------------------------------------------------------
(a) (b) (c) (d) (g) (i)
Securities All Other
Name and Year Ended Underlying Compensation
Principal December Salary($)Bonus($) Options/SARs(#) ($)(2)
Position 31st
===========================================================================
- ---------------------------------------------------------------------------
Patrick L. 1999 $155,313 $5,000 --- $9,000
Alexander 1998 145,315 --- --- 8,516
president and 1997 119,957 32,045 --- 13,651
chief executive
officer
===========================================================================
____________________________
(1) Includes amounts deferred.
(2) Represents contributions made to our employee stock
ownership plan. The contribution to the employee stock
ownership plan is expected to be approximately $9,000 for 1999.
</TABLE>
<TABLE>
<CAPTION>
The following table sets forth certain information
concerning the number and value of stock options at December 31,
1999 held by the chief executive officer.
============================================================================
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END
OPTION/SAR VALUES
- ----------------------------------------------------------------------------
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options/SARs at Options/SARs at
FY-End (#) FY-End ($)
(d) (e)
---------------------------------------
Shares Value Exer- Unexer- Exer- Unexer-
Name Acquired Realized cisable cisable cisable cisable
(a) on Exercise
(#) (c)
(b)
============================================================================
<S> <C> <C> <C> <C> <C> <C>
Patrick L. 7,000 $73,500 27,693(1) --- $125,142 $---
Alexander
============================================================================
____________________________
(1) Includes options resulting from stock dividends paid by MNB
Bancshares.
</TABLE>
Employment Agreement
In January, 1993, MNB Bancshares and Security National 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 by us or Mr.
Alexander. The term of the agreement will be extended three
additional years upon any change in control of MNB Bancshares or
Security National 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 us 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, we 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 MNB Bancshares or
Security National Bank, the successor to 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 Security National 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 Security
National Bank in an area encompassing a fifty mile radius from
the main office for a period of one year following the
termination of his employment with Security National Bank. The
geographic area covered by this provision constitutes a portion
of Security National Bank's primary service area.
Executive Committee Report on Executive Compensation
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 MNB Bancshares shall not be deemed to
include the report unless the report is specifically stated to be
incorporated by reference into such document.
The executive committee of the board of directors of
Security National Bank is composed of five directors and is
responsible for recommendations to the board of directors of MNB
Bancshares for compensation of executive officers of Security
National Bank and MNB Bancshares. At this time no separate
salary is paid to the officers of MNB Bancshares. 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 MNB Bancshares;
2. payment of compensation commensurate with the ability and
expertise of the executive officers; and
3. we 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 employee stock ownership plan 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 our stock. As a result of
this thought process, the committee changed the incentive program
for 1999 to enable officers to have the ability to take a portion
or all of their after-tax incentive compensation in the form of
our common stock.
Annually, the executive committee evaluates four primary
areas of performance in determining Mr. Alexander's level of
compensation. These areas are:
o long-range strategic planning and implementation;
o our financial performance;
o our compliance with regulatory requirements and relations
with regulatory agencies; and
o effectiveness of managing relationships with stockholders
and the board of directors.
When evaluating our financial performance, the committee
considers profitability, asset growth and risk management. The
primary evaluation criteria are considered to be essential to the
long-term viability 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 1999 compensation of Mr. Alexander was based upon the
factors described above and his substantial experience and length
of service with the organization. During 1999, Mr. Alexander
successfully headed our acquisition program, which included
planning, analysis, and contacting a number of financial
institutions. 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
MNB Bancshares 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 MNB Bancshares, The Nasdaq Stock
Market (U.S. Companies) and the Nasdaq Bank Stocks index. The
graph assumes that $100 was invested in our common stock and in
each index on January 1, 1994. This graph as prepared, at our
request, by Research Data Group, Inc., San Francisco, California.
<TABLE>
<CAPTION>
COMPARISON OF CUMULATIVE TOTAL RETURN*
ASSUMES $100 INVESTED ON DECEMBER 31, 1994
[PERFORMANCE GRAPH]
*Total return assumes reinvestment of dividends and reflects our prior
split and stock dividends.
- ---------------------------------------------------------------------
12/31/9412/31/95 12/31/9612/31/9712/31/9812/31/99
- ---------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
MNB Bancshares, Inc. $100 $122 $148 $176 $164 $125
Nasdaq Market - U.S. $100 $141 $174 $213 $300 $542
Nasdaq Bank Stocks $100 $149 $197 $329 $327 $314
- ---------------------------------------------------------------------
</TABLE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information regarding
our common stock beneficially owned on April 3, 2000 with respect
to all persons known to us to be the beneficial owner of more
than five percent of our common stock, each director and nominee,
each executive officer named in the summary compensation table
above and all directors and executive officers of as a group.
<TABLE>
<CAPTION>
Name of Individual and Amount and Nature of Percent
Number of Persons in Group Beneficial Ownership (1) of Class
<S> <C> <C>
5% Stockholders
First Manhattan Co. 103,737(2) 7.18%
437 Madison Avenue
New York, New York 10022
MNB Bancshares, Inc. 111,790(3) 7.74%
Employee Stock
Ownership Plan
800 Poyntz Avenue
Manhattan, Kansas 66505
Jack Goldstein 99,360(4) 6.88%
555 Poyntz Avenue
Manhattan, Kansas 66502
Patrick L. Alexander 110,019(5) 7.48%
2801 Brad Lane
Manhattan, Kansas 66502
Rolla Goodyear 121,572(6) 8.42%
4009 Saltburn Drive
Plano, Texas 75093
Susan E. Roepke 113,412(7) 7.76%
2600 Sumac Drive
Manhattan, Kansas 66502
Directors
Brent A. Bowman 5,471 *
Joseph L. Downey 13,994(8) *
Charles D. Green 29,594(9) 2.05%
Vernon C. Larson 9,992(10) *
Jerry R. Pettle 16,193(11) 1.12%
Donald J. Wissman 5,116(12) *
All directors and
executive officers
as a group (12 persons) 356,545(13) 24.09%
____________________________________
*Less than 1%.
(1) The information contained in this column is based upon
information furnished to us 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 us in August, 1999. Amounts
shown reflect the 2 for 1 stock split effected in February,
1998.
(2) Pursuant to an Amendment dated February 9, 2000, to a
Schedule 13G/A filed by First Manhattan Co. Includes 5,981
shares over which First Manhattan Co. has shared voting and
shared investment power.
(3) Includes 81,112 shares which have been allocated to
participants' accounts under our employee stock ownership
plan.
(4) Pursuant to a Schedule 13D dated August 20, 1999.
(5) Includes 4,963 shares held in an individual retirement
account of which the power to vote such shares is shared
with the individual retirement account administrator and
43,814 shares over which voting and investment power is
shared with his spouse. Also includes 27,693 shares
presently obtainable through the exercise of options granted
under our stock option plan, over which shares Mr. Alexander
has no voting and sole investment power.
(6) Includes 2,345 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 MNB Bancshares. She currently is a
member of the board of directors. This includes 21,601
shares held in an individual retirement account, of which
the power to vote such shares is shared with the individual
retirement account administrator, 3,338 shares held in her
spouse's individual retirement account and over which Ms.
Roepke has shared voting and investment power, 2,676 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, 30,317 shares held in her spouse's living trust and
over which Ms. Roepke has shared voting and investment
power, and 17,822 shares presently obtainable through the
exercise of options granted under our stock option plan,
over which shares Ms. Roepke has no voting and sole
investment power.
(8) Represents 13,994 shares held jointly with his spouse and
over which Mr. Downey has shared voting and investment power.
(9) Includes 2,795 shares presently obtainable through the
exercise of options granted under our stock option plan,
over which shares Mr. Green has no voting and sole
investment power.
(10) Represents 9,992 shares held jointly with his spouse and
over which Mr. Larson has shared voting and investment power.
(11) Includes 6,697 shares held in Dental Associates Profit
Sharing Plan and over which Mr. Pettle has full voting and
investment power.
(12) Includes 1,609 shares held by his spouse and over which Mr.
Wissman has shared voting and investment power.
(13) Includes an aggregate of 36,132 shares presently obtainable
through the exercise of options granted under our stock
option plan.
Section 16(a) of the Securities Exchange Act of 1934
requires that our executive officers, directors and persons who
own more than 10% of our common stock file reports of ownership
and changes in ownership with the Securities and Exchange
Commission and with the exchange on which our shares of common
stock are traded. These persons are also required to furnish us
with copies of all Section 16(a) forms they file. Based solely
on our review of the copies of these forms, we are not aware that
any of our directors, executive officers or 10% stockholders
failed to comply with the filing requirements of Section 16(a)
during 1999.
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TRANSACTIONS WITH MANAGEMENT
Our directors and officers and their associates were
customers of and had transactions with MNB Bancshares and
Security National Bank during 1999. 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 our independent public accountants for the year
ending December 31, 2000. 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.
We unanimously recommend that you vote FOR this appointment.
SUBMISSION OF STOCKHOLDER PROPOSALS
Any proposal which a stockholder wishes to have included in
our proxy materials relating to the next annual meeting of
stockholders, which is scheduled to be held in May 2001, must be
received at our principal executive offices located at 800 Poyntz
Avenue, Manhattan, Kansas 66505, Attention: Mr. Patrick L.
Alexander, President, no later than December 17, 2000, and must
otherwise comply with the notice and other provisions of our
bylaws.
GENERAL
Your proxy is solicited by the board of directors and we
will bear the cost of solicitation of proxies. In addition to
the solicitation of proxies by use of the mails, officers,
directors and regular employees of MNB Bancshares or Security
National Bank, acting on our behalf, may solicit proxies by
telephone, telegraph or personal interview. We will, at our
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
individuals.
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
WE WILL FURNISH WITHOUT CHARGE TO EACH PERSON REPRESENTING THAT
HE OR SHE WAS A BENEFICIAL OWNER OF OUR COMMON STOCK AS OF THE
RECORD DATE FOR THE MEETING, UPON WRITTEN REQUEST, A COPY OF OUR
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 66502. OUR FILINGS WITH THE SECURITIES AND
EXCHANGE COMMISSION ARE ALSO AVAILABLE VIA THE INTERNET AT
WWW.SEC.GOV.
By order of the Board of Directors
/s/Patrick L. Alexander
President and Chief
Executive Officer
Manhattan, Kansas
April 18, 2000
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 17, 2000
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 17, 2000, at 2:00
p.m., local time, or any adjournments or postponements of the
meeting, 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
Class II (term expires 2003): Susan E. Roepke and
Donald J. Wissman
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
NOMINEE, STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE LIST
ABOVE.)
2. APPROVE THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT
PUBLIC ACCOUNTANTS FOR THE YEAR ENDING DECEMBER 31, 2000:
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 of the meeting.
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: , 2000
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.
