SCHEDULE 14A
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
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 Section 240.14a-11(c) or
Section 240.14a-12
Exchange National Bancshares, Inc.
(Name of Registrant as Specified In Its Charter)
_________________________________________________________________
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction
applies:
_________________________________________________________________
2) Aggregate number of securities to which transaction
applies:
_________________________________________________________________
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth
the amount on which the filing fee is calculated and
state how it was determined):
_________________________________________________________________
4) Proposed maximum aggregate value of transaction:
_________________________________________________________________
[ ] 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>
April 30, 1997
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of
Shareholders of Exchange National Bancshares, Inc., to be held at
The Exchange National Bank of Jefferson City's facility, located
at 3701 West Truman Boulevard, Jefferson City, Missouri, on
Wednesday, June 11, 1997, commencing at 9:00 a.m., local time.
The business to be conducted at the meeting is described in the
accompanying Notice of Annual Meeting and Proxy Statement. In
addition, there will be an opportunity to meet with members of
senior management and review the business and operations of the
Company.
Your Board of Directors joins with me in urging you to
attend the meeting. Whether or not you plan to attend the
meeting, however, please sign, date and return the enclosed proxy
card promptly. A prepaid return envelope is provided for this
purpose. You may revoke your proxy at any time before it is
exercised and it will not be used if you attend the meeting and
prefer to vote in person.
Sincerely yours,
Donald L. Campbell
Chairman of the Board
and President
<PAGE>
EXCHANGE NATIONAL BANCSHARES, INC.
132 EAST HIGH STREET
JEFFERSON CITY, MISSOURI 65101
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 11, 1997
NOTICE IS HEREBY GIVEN that the Annual Meeting of the
Shareholders of Exchange National Bancshares, Inc., a Missouri
corporation (the "Company"), will be held at The Exchange
National Bank of Jefferson City's facility, located at 3701 West
Truman Boulevard, Jefferson City, Missouri, on Wednesday, June
11, 1997, commencing at 9:00 a.m., local time, and thereafter as
it may from time to time be adjourned, for the following
purposes:
1. To elect two Class II directors to hold office for a
term expiring at the 2000 Annual Meeting of the
Shareholders of the Company and until their respective
successors are duly elected and qualified or until
their respective earlier resignation or removal;
2. To consider and act upon ratification and approval of
the selection of the accounting firm of KPMG Peat
Marwick LLP as the independent auditors of the Company
for the year ending December 31,1997; and
3. To transact such other business as properly may come
before the meeting and any adjournment or adjournments
thereof.
The Board of Directors of the Company has fixed the close of
business on April 18, 1997 as the record date for determination
of the shareholders entitled to notice of, and to vote at, the
Annual Meeting and any adjournment or adjournments thereof.
All shareholders are cordially invited to attend the
meeting. Whether or not you intend to be present at the meeting,
the Board of Directors of the Company solicits you to sign, date
and return the enclosed proxy card promptly. A prepaid return
envelope is provided for this purpose. You may revoke your proxy
at any time before it is exercised and it will not be used if you
attend the meeting and prefer to vote in person. Your vote is
important and all shareholders are urged to be present in person
or by proxy.
By Order of the Board of Directors
Donald L. Campbell
Chairman of the Board
and President
April 30, 1997
Jefferson City, Missouri
PLEASE SIGN AND DATE THE ENCLOSED PROXY CARD AND RETURN
IT PROMPTLY IN THE ENVELOPE PROVIDED, WHETHER OR NOT
YOU EXPECT TO ATTEND THE ANNUAL MEETING IN PERSON.
<PAGE>
EXCHANGE NATIONAL BANCSHARES, INC.
132 EAST HIGH STREET
JEFFERSON CITY, MISSOURI 65101
__________________
PROXY STATEMENT
__________________
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 11, 1997
__________________
INTRODUCTION
This Proxy Statement is being furnished to the shareholders
of Exchange National Bancshares, Inc., a Missouri corporation
(the "Company" or "Bancshares"), in connection with the
solicitation of proxies by the Board of Directors of the Company
for use at the Annual Meeting of Shareholders to be held on
Wednesday, June 11, 1997, and at any adjournment or adjournments
thereof (the "Annual Meeting"). The Annual Meeting will commence
at 9:00 a.m., local time, and will be held at The Exchange
National Bank of Jefferson City's facility located at 3701 West
Truman Boulevard, Jefferson City, Missouri.
The Company's principal executive offices are located at 132
East High Street, Jefferson City, Missouri, 65101. This Proxy
Statement and the enclosed form of proxy were first mailed to the
Company's shareholders on or about April 30, 1997.
PROXIES
You are requested to complete, date and sign the enclosed
form of proxy and return it promptly to the Company in the
enclosed postage prepaid envelope. Shares represented by
properly executed proxies will, unless such proxies previously
have been revoked, be voted in accordance with the shareholders'
instructions indicated in the proxies. If no instructions are
indicated, such shares will be voted in favor of the election of
the nominees for director named in this Proxy Statement, in favor
of ratifying the selection of the accounting firm of KPMG Peat
Marwick LLP as the Company's independent auditors for the current
year, and, as to any other matter that properly may be brought
before the Annual Meeting, in accordance with the discretion and
judgment of the appointed proxies. A shareholder who has given a
proxy may revoke it at any time before it is exercised at the
Annual Meeting by filing written notice of revocation with the
Secretary of the Company, by executing and delivering to the
Secretary of the Company a proxy bearing a later date, or by
appearing at the Annual Meeting and voting in person.
VOTING AT THE MEETING
For purposes of voting on the proposals described herein,
the presence in person or by proxy of shareholders holding a
majority of the total outstanding shares of the Company's common
stock, $1.00 par value, shall constitute a quorum at the Annual
Meeting. Only holders of record of shares of the Company's
common stock as of the close of business on April 18, 1997 (the
"Record Date"), are entitled to notice of, and to vote at, the
Annual Meeting or any adjournment or adjournments thereof. As of
the Record Date, 718,511 shares of the Company's common stock
were issued and outstanding, except that 58,651 shares were held
by the Company's wholly-owned subsidiary, The Exchange National
Bank of Jefferson City (the "Bank"), as sole trustee, sole
executor or sole administrator and may not be voted in the
election of directors. The remaining 659,860 shares of the
Company's common stock are entitled to be voted at the Annual
Meeting. Each such share of common stock is entitled to one vote
on each matter properly to come before the Annual Meeting.
Shares of common stock represented by a proxy which <PAGE> directs that
the shares be voted to abstain or to withhold a vote on any
matter will be counted in determining whether a quorum is
present. Shares of common stock as to which there is a broker
non-vote (i.e., when a broker holding shares for clients in
street name is not permitted to vote on certain matters without
instruction) also will be counted for quorum purposes. If a
quorum should not be present, the Annual Meeting may be adjourned
from time to time until a quorum is obtained.
Directors are elected by a plurality (a number greater than
those cast for any other candidates) of the votes cast, in person
or by proxy of shareholders and entitled to vote, at the Annual
Meeting for that purpose. Shareholders do not have cumulative
voting rights in the election of directors. The affirmative vote
of a majority of the shares of the Company's common stock,
represented in person or by proxy and entitled to vote at the
Annual Meeting, is required for (i) the ratification of the
selection of KPMG Peat Marwick LLP as the Company's independent
auditors, and (ii) the approval of such other matters as properly
may come before the Annual Meeting or any adjournment thereof.
A shareholder entitled to vote in the election of directors
can withhold authority to vote for all nominees for directors or
can withhold authority to vote for certain nominees for
directors. In addition, a shareholder entitled to vote with
respect to any other matters at the Annual Meeting may abstain
from voting on such matters. With respect to the election of
directors, votes withheld from one or more nominees will be
excluded from the vote and will have no effect. Abstentions from
the proposal to approve the ratification of the selection of the
Company's independent auditors or any other proposal are treated
as votes against the particular proposal. Broker non-votes on
any proposal to be voted on at the Annual Meeting are treated as
shares of common stock as to which voting power has been withheld
by the respective beneficial holders and, therefore, as shares
not entitled to vote on the proposal as to which there is the
broker non-vote.
SOLICITATION OF PROXIES
This solicitation of proxies for the Annual Meeting is being
made by the Company's Board of Directors. The Company will bear
all costs of such solicitation, including the cost of preparing
and mailing this Proxy Statement and the enclosed form of proxy.
After the initial mailing of this Proxy Statement, proxies may be
solicited by mail, telephone, facsimile transmission or
personally by directors, officers, employees or agents of the
Company or the Bank. Brokerage houses and other custodians,
nominees and fiduciaries will be requested to forward soliciting
materials to beneficial owners of shares held of record by them,
and their reasonable out-of-pocket expenses, together with those
of the Company's transfer agent, will be paid by the Company.
A list of shareholders entitled to vote at the Annual
Meeting will be available for examination at least ten days prior
to the date of the Annual Meeting during normal business hours at
the registered office of the Company located at 132 High Street,
Jefferson City, Missouri. The list also will be available at the
Annual Meeting.
ITEM 1
ELECTION OF DIRECTORS
THE BOARD OF DIRECTORS
The Company's Board of Directors consists of seven
directors. The Articles of Incorporation of the Company divides
the Board of Directors into three classes of directors, with the
directors serving staggered terms of three years and until their
respective successors are duly elected and qualified or until
their respective earlier resignation or removal. The present
terms of David R. Goller and James R. Loyd, the two directors in
Class II, expire at this Annual Meeting. Directors in Class I
(Charles G. Dudenhoeffer, Jr. and <PAGE> Phillip D. Freeman) and Class
III (Donald L. Campbell, Kevin L. Riley and David T. Turner) have
been elected to terms expiring at the time of the annual meeting
of shareholders in 1999 and 1998, respectively.
One of the purposes of this Annual Meeting is to elect two
directors in Class II to serve for a three-year term expiring at
the Annual Meeting of Shareholders in 2000 and until their
respective successors are duly elected and qualified or until
their respective earlier resignation or removal. The Board of
Directors has designated David R. Goller and James R. Loyd as the
two nominees proposed for election at the Annual Meeting. Unless
authority to vote for the nominees or a particular nominee is
withheld, it is intended that the shares represented by properly
executed proxies in the form enclosed will be voted for the
election as directors of both nominees. In the event that one or
both of the nominees should become unavailable for election, it
is intended that the shares represented by the proxies will be
voted for the election of such substitute nominee or nominees as
may be designated by the Board of Directors, unless the authority
to vote for both nominees or for the particular nominee who has
ceased to be a candidate has been withheld. Each of the nominees
has indicated his willingness to serve as a director if elected,
and the Board of Directors has no reason to believe that either
nominee will be unavailable for election.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE
ELECTION OF DAVID R. GOLLER AND JAMES R. LOYD AS CLASS II
DIRECTORS.
The Company's Articles of Incorporation and Bylaws provide
that advance notice of shareholder nominations for the election
of directors must be given. With respect to this Annual Meeting,
written notice of the shareholder's intent to make a nomination
at the meeting must be received by the Company's Secretary at the
Company's principal executive offices not later than the close of
business on May 13, 1997. At future meetings of shareholders,
notice of nominations or other business to be brought before the
meeting must be delivered to the Company's Secretary at the
Company's principal executive offices not less than 60 days (30
days in the case of nominations for the election of directors)
prior to the first anniversary of the previous year's annual
meeting. In the event that the date of the annual meeting of
shareholders is advanced by more than 30 days or delayed by more
than 60 days from such anniversary date, however, notice by the
shareholder to be timely must be so delivered not later than the
close of business on the later of (i) the 60th day (in the case
of nominations, the 30th day) prior to such annual meeting or
(ii) the tenth day following the date on which public
announcement of the date of such meeting is first made.
The shareholder's notice of nomination must contain (i) the
name and address of the nominating shareholder, of each person to
be nominated and of the beneficial owner (as defined in the
Articles of Incorporation), if any, on whose behalf the
nomination is made, (ii) a representation that the nominating
shareholder is the holder of record of the Company's common stock
entitled to vote in the election of directors at the meeting and
intends to appear at the meeting to nominate the person or
persons specified in the notice, (iii) the number of shares of
the Company's common stock owned beneficially and of record by
the nominating shareholder and by each person to be nominated,
(iv) a description of all arrangements or understandings between
the nominating shareholder and each nominee and any other person
or persons (naming such person or persons) pursuant to which the
nomination or nominations are to be made by the shareholder, (v)
the consent of each nominee to serve as a director if so elected,
and (vi) such other information regarding each nominee proposed
by the nominating shareholder as would be required to be included
in a proxy statement filed pursuant to the proxy rules of the
Securities and Exchange Commission, as then in effect, if the
Company were soliciting proxies for the election of such
nominees. If no such notice has been received, the chairman of
the Annual Meeting is entitled to refuse to acknowledge the
nomination of any person which is not made in compliance with the
foregoing procedure. The Board of Directors does not know if,
and has no reason to believe that, anyone will attempt to
nominate another candidate for director at this Annual Meeting.
<PAGE>
NOMINEES AND DIRECTORS CONTINUING IN OFFICE
The following table sets forth certain information with
respect to each person nominated by the Board of Directors for
election as a Class II director at the Annual Meeting and each
director whose term of office will continue after the Annual
Meeting.
POSITION POSITION BANK/COMPANY
WITH THE WITH THE DIRECTOR
NAME AGE BANK COMPANY SINCE
NOMINEES
CLASS II: TERM TO EXPIRE IN 2000
David R. Goller 65 Director Director 1975/1993
James R. Loyd 65 Director Director 1974/1993
DIRECTORS CONTINUING IN OFFICE
CLASS I: TERM TO EXPIRE IN 1999
Charles G. 57 Senior Vice Senior Vice 1978/1993
Dudenhoeffer, Jr. President, President
Trust and Director
Officer and
Director
Philip D. Freeman 43 Director Director 1990/1993
CLASS III: TERM TO EXPIRE IN 1998
Donald L. 70 Chairman of President, 1967/1993
Campbell the Board Chairman of
and the Board
Director and Director
Kevin L. Riley 41 Director Director 1995/1995
David T. Turner 40 President Senior Vice 1997/1997
and Director President and
Director
The business experience during the last five years of each
person nominated by the Board of Directors for election as a
Class II director at the Annual Meeting and each director whose
term of office will continue after the Annual Meeting is as
follows:
David R. Goller has served as a Director of the Bank since
1975 and of Bancshares since 1993. He has been an attorney with
the law firm of Goller, Gardner & Feather, P.C. (formerly Goller
& Associates, P.C.), Jefferson City, Missouri, counsel for the
Bank, since 1975. Mr. Goller also serves on the Bank's Audit
Committee.
James R. Loyd has served as a Director of the Bank since
1974 and of Bancshares since 1993. He served as Executive Vice
President of the Bank from 1974 until October 1996 and as
Executive Vice President of Bancshares from 1993 until October
1996.
<PAGE>
Charles G. Dudenhoeffer, Jr. has served as a Director of the
Bank since 1978 and of Bancshares since 1993. Mr. Dudenhoeffer
has served as Vice President and Trust Officer of the Bank from
1974 until June 1992, when he became Senior Vice President and
Trust Officer. He has served as Senior Vice President of
Bancshares since 1993.
Philip D. Freeman has served as a Director of the Bank since
1990 and of Bancshares since 1993. He has been the Owner/Manager
of Freeman Mortuary, Jefferson City, Missouri since 1987. Mr.
Freeman also serves on the Bank's Audit Committee.
Donald L. Campbell has served as a Director of the Bank
since 1967 and of Bancshares since 1993. He was named Chairman
of the Bank in 1990 and of Bancshares in 1993. Mr. Campbell has
served as President of the Bank from 1971 until December 1996 and
of Bancshares since 1993.
Kevin L. Riley has served as a Director of the Bank since
1995 and of Bancshares since 1995. He has been co-owner of Riley
Chevrolet, Inc. and Riley Oldsmobile, Cadillac, Inc., each a
Jefferson City, Missouri automobile dealership, since 1986 and
1992, respectively. Mr. Riley also serves on the Bank's Audit
Committee.
David T. Turner has served as a Director of the Bank and of
Bancshares since January 1997. Mr. Turner has served as
President of the Bank since January 1997 and as Senior Vice
President of Bancshares since 1993. He served as Senior Vice
President of the Bank from June 1992 through December 1996 and as
Vice President from 1985 until June 1992.
There is no arrangement or understanding between any
director and any other person pursuant to which such director was
selected as a director.
COMPENSATION OF DIRECTORS
No compensation is paid to members of the Company's Board of
Directors for service to the Company as such. All directors of
the Company are also directors of the Bank, however, and in that
capacity receive compensation from the Bank. The Bank currently
pays each director $500 for each meeting of the Board held, other
than telephone conference meetings. Each member of the Bank's
Audit Committee receive $700 for each committee meeting held.
MEETINGS OF THE BOARD AND COMMITTEES
During 1996 the Boards of Directors of the Company and the
Bank held seven meetings and fourteen meetings, respectively.
All directors attended at least 75% of the meetings of such
Boards of Directors and the committees of such Boards of
Directors on which they served which were held during 1996. It
should be noted that the Company's directors discharge their
responsibilities throughout the year, not only at such Board of
Directors and committee meetings, but through personal meetings
and other communications with members of management and others
regarding matters of interest and concern to the Company.
There currently are no standing compensation, executive,
nominating or other committees of the Company's Board of
Directors, or committees performing similar functions of the
Board. The Bank's Board of Directors, however, has established
an Audit Committee as described below. There currently are no
standing compensation, executive or nominating committees of the
Bank's Board of Directors
The Bank's Audit Committee assists the Bank's Board of
Directors in fulfilling its responsibilities with respect to
accounting and financial reporting practices and the scope and
expense of audit and related services provided by external
auditors, among others. The Audit Committee is responsible for
apprising the Board of management's compliance with Board
mandated policies, internal procedures and applicable laws and
regulations. This committee works with the internal audit
department and external auditors and <PAGE> supervises the internal
audit function directly, reviews and approves the hiring of audit
personnel and evaluates the performance of the internal audit
function and the external auditors. This committee also has the
duty to make, or cause to be made, a suitable examination and
audit of the financial affairs of the Bank at least annually, and
to report thereon to the Board of Directors. The members of the
Bank's Audit Committee currently are Messrs. Freeman, Goller and
Riley. The Bank's Audit Committee met six times during 1996.
EXECUTIVE OFFICERS AND COMPENSATION
EXECUTIVE OFFICERS
Executive officers are appointed by the respective boards of
directors of Bancshares and the Bank and serve at the discretion
of the board. The following table sets forth certain information
with respect to all executive officers of Bancshares and the
Bank.
Position Position
with with
Name Age the Bank Bancshares
Donald L. Campbell 70 Chairman of President,
the Board Chairman of
and Director the Board
and Director-
Class III
David T. Turner 40 President and Senior Vice
Director President and
Director-Class
III
Charles G.
Dudenhoeffer, Jr. 57 Senior Vice Senior Vice
President, President and
Trust Officer Director-Class I
and Director
James R. Loyd 65 Director Director-Class
II
Carl A.
Brandenburg, Sr. 50 Senior Vice Treasurer and
President and Chief Financial
Chief Financial Officer
Officer
Lamont C. Grubbs 39 Senior Vice Secretary
President
and Cashier
The business experience of the executive officers of the
Bank and Bancshares (with the exception of those executive
officers previously described under the caption "Election of
Directors--Nominees and Directors Continuing in Office") during
the last five years is as follows:
Carl A. Brandenburg, Sr. has served as Senior Vice President
and Chief Financial Officer of the Bank since 1988, and as
Treasurer and Chief Financial Officer of Bancshares since 1993.
Lamont C. Grubbs has served as Senior Vice President and
Cashier of the Bank since January 1996. Prior to that time, Mr.
Grubbs served as Vice President -- Operations of First National
Bank, <PAGE> Holdrege, Nebraska from December 1986 until January 1996.
He has served as Secretary of Bancshares since February 1996.
EXECUTIVE COMPENSATION
The Company does not pay compensation to its officers. The
following table sets forth for the years ended December 31, 1996,
1995 and 1994, respectively, the compensation paid or accrued by
the Bank to the chief executive officer of the Company and the
Bank, the only employee whose remuneration for 1996 was in excess
of $100,000 for services to the Company and the Bank in all
capacities:
SUMMARY COMPENSATION TABLE
Other
NAME AND ANNUAL ALL OTHER
PRINCIPAL POSITION YEAR SALARY COMPENSA- COMPENSA-
TION /1/ TION /2/
Donald L. Campbell 1996 $119,004 $7,000 $19,775
Chairman of the 1995 $113,448 $6,500 $19,364
Board and Director* 1994 $111,048 $6,500 $16,981
______________
* Mr. Campbell served as President of the Bank until his
resignation from that position effective December 31, 1996.
/1/ Includes director fee payments from the Bank to Mr. Campbell
in the amounts of $7,000, $6,500 and $6,500 for the years
ended December 31, 1996, 1995 and 1994, respectively.
Excludes perquisites and other benefits, unless the
aggregate amount of such compensation is equal to the lesser
of either $50,000 or 10% of the total of annual salary and
bonus reported for the named executive officer.
/2/ All Other Compensation includes the Bank's contributions to
the profit-sharing plan and trust which were allocated to
Mr. Campbell's account in the amounts of $19,775, $19,364
and $16,981 for the years ended December 31, 1996, 1995 and
1994, respectively.
PROFIT-SHARING TRUST
The Bank established a profit-sharing plan and trust in
1951, which has been amended and restated from time to time, and
was most recently amended and restated on December 21, 1994. All
employees who have completed one year of service are eligible to
participate. The Bank makes all contributions except for
voluntary contributions by participants who are not highly
compensated employees. The Bank is required to make an annual
contribution to the trust in an amount equal to 6% of its income
before provision for Federal and state income taxes and before
provision for contributions to the profit-sharing plan and
retirement plan, limited, however, to the maximum amount
deductible for Federal income tax purposes. The Bank's
contribution to the trust for any given year is allocated to the
accounts of the participants in direct proportion to the
compensation of the participants for such year. The trust can
invest up to 60% of the value of its assets in the Company's
stock, and such common stock held by the trust is allocated to
the accounts of the participants. The interest of a participant
in Bank contributions does not vest prior to the completion of
five years of service. After five years of service a participant
becomes fully vested in the value of his employer contribution
account. A participant whose employment with the Bank terminates
because of his normal retirement, death, or permanent disability
is also fully vested. Payments are made to participants upon
termination of service. If cash is distributed, any shares of
the Company's stock previously allocated to the terminating
participant's account would be reallocated among the remaining
participants' accounts. A participant may withdraw his own
contributions, but a participant may not borrow from the trust.
Each participant may direct the trustee with respect to the
voting of shares of <PAGE> the Company's stock allocated to his account
on such matters upon which shareholders are entitled to vote.
The Bank serves as trustee of the trust, and the trust is
administered by a retirement committee which is appointed by the
Board of Directors of the Bank. As of December 31, 1996, the
trust held assets with an aggregate book value of $10,416,231.
As of March 17, 1997, the trust held 59,501 shares (or 8.3%)
of the Company's stock.
PENSION PLAN
Concurrently with the creation of the profit-sharing plan
and trust in 1951, the Bank established a retirement plan for its
employees, which has been amended and restated from time to time,
and was most recently amended on October 18, 1995. Under the
plan, all full-time employees become participants on the earlier
of the first of May or the first of November coincident with or
immediately following the later to occur of (i) the completion of
one year of service or (ii) the attainment of the age of 21, and
continue to participate so long as they continue to be full-time
employees, until their retirement, death or termination of
employment prior to normal retirement date. The plan has a five-
year vesting schedule under which a participant becomes fully
vested in his accrued benefit after completing five years of
service. This plan provides for the payment of retirement and
death benefits that are funded by investments which, at December
31, 1996, had an aggregate book value of $3,017,560.
The normal retirement benefits provided under the plan for
an employee with at least 25 years of continuous service are
based upon 45% of his average compensation over a ten-year
period, less 50% of his social security benefit. Compensation
covered by the plan includes wages, salaries and overtime pay but
excludes directors' fees, commissions, bonuses, expense
allowances, and other extraordinary compensation. Amounts
reported in the compensation table include salaries, directors'
fees, commissions and bonuses. For employees with less than 25
years of continuous service, retirement benefits are reduced
proportionally. Provision is made for early or late retirement
and optional payment provisions are available.
The table below illustrates the projected amount of annual
retirement income, based on a straight line annuity, available
under the plan for a person retiring at 65 years of age at
various levels of average annual compensation and years of
service classifications, with an assumed annual social security
benefit of $10,000.
Average Ten-
Year Annual 10 Years 15 Years 20 Years 25 Years
Compensation Service Service Service Service
$ 50,000 $ 7,000 $10,000 $14,000 $17,500
100,000 16,000 24,000 32,000 40,000
150,000 25,000 37,500 50,000 62,500
200,000 34,000 51,000 68,000 85,000
The amounts shown above reflect benefits payable in the
normal payment form. For a married participant, payment is by
monthly benefit to the participant during his or her lifetime,
and 50% of that amount is paid to the spouse monthly during the
spouse's life after the participant's death. For an unmarried
participant, payment is by a lifetime monthly benefit, with
payments guaranteed for the first 120 months.
Mr. Campbell has 45 years of continuous service under the
plan.
<PAGE>
OWNERSHIP OF COMMON STOCK
The following table sets forth certain information as of
March 17, 1997 regarding the beneficial ownership of the
Company's common stock by each person known to the Board of
Directors to own beneficially 5% or more of the Company's common
stock, by each director of the Company, by each executive officer
named in the Summary Compensation Table under "Executive Officers
and Compensation--Executive Compensation" and by all directors
and officers of the Company as a group. All information with
respect to beneficial ownership has been furnished by the
respective directors, officers or 5% or more shareholders, as the
case may be.
Amount and
Nature of Percentage of
Beneficial Shares
Name Ownership/1/ Outstanding/1/
Exchange National Bank of
Jefferson City Profit-Sharing
Trust/Exchange National
Bank of Jefferson City,
Trustee /2//3/ 59,501.00 8.3%
Donald L. Campbell /2//4/ 39,057.22 5.4
David T. Turner /5/ 3,514.86 *
Charles G. Dudenhoeffer, Jr. /6/ 8,617.09 1.2
Philip D. Freeman /7/ 1,298.00 *
David R. Goller /8/ 10,099.00 1.4
James R. Loyd /9/ 19,966.00 2.8
Kevin L. Riley 240.00 *
All directors & executive
officers as a group
(9 persons) /10/ 84,296.93 11.7
_________________
* Less than one percent
/1/ Beneficial ownership is determined in accordance with the
rules of the Securities and Exchange Commission which
generally attribute beneficial ownership of securities to
persons who possess sole or shared voting power and/or
investment power with respect to those securities. Unless
otherwise indicated, the persons or entities identified in
this table have sole voting and investment power with
respect to all shares shown as beneficially owned by them.
Percentage ownership calculations are based on 718,511
shares of common stock outstanding.
/2/ The address for The Exchange National Bank of Jefferson City
Profit-Sharing Trust/The Exchange National Bank of Jefferson
City, Trustee and for Mr. Campbell is 132 East High Street,
Jefferson City, Missouri 65101.
/3/ Participants in The Exchange National Bank of Jefferson City
Profit-Sharing Trust have the right to vote shares which
have been allocated to such participants in the Profit-
Sharing Trust. Accordingly, the Profit-Sharing Trust/the
Bank, Trustee has investment power but not voting power as
to the shares shown as owned by it.
<PAGE>
/4/ Includes 300 shares held by Mr. Campbell's spouse, 1,650
shares held by Mr. Campbell jointly with his spouse and
9,217.22 shares held in The Exchange National Bank of
Jefferson City Profit-Sharing Trust for his benefit. Mr.
Campbell and his spouse share voting and investment power
with respect to 1,950 shares, and Mr. Campbell has the right
to vote, but has no investment power, with respect to the
9,217.22 shares held in the Profit-Sharing Trust.
/5/ Includes 2,264.86 shares held in The Exchange National Bank
of Jefferson City Profit-Sharing Trust for his benefit. Mr.
Turner has the right to vote, but has no investment power,
with respect to the 2,264.86 shares held in the Profit-Sharing
Trust.
/6/ Includes 3,100 shares held jointly by Mr. Dudenhoeffer and
his spouse and 5,517.09 shares held in The Exchange National
Bank of Jefferson City Profit-Sharing Trust for his benefit.
Mr. Dudenhoeffer and his spouse share voting and investment
power with respect to 3,100 shares, and Mr. Dudenhoeffer has
the right to vote, but has no investment power, with respect
to the 5,517.09 shares held in the Profit-Sharing Trust.
/7/ These shares are held of record by a revocable living trust,
of which Mr. Freeman is a trustee, for the benefit of Mr.
Freeman and his wife.
/8/ Includes 1,200 shares held of record by the law firm of
Goller, Gardner & Feather, a professional corporation, which
is an associate of David R. Goller. Also includes 2,520
shares held of record by the Goller, Gardner & Feather, P.C.
Profit Sharing Trust, of which Mr. Goller is trustee, and
2,599 shares held of record by a trust for which he acts as
sole trustee.
/9/ Includes 11,650 shares held jointly by Mr. Loyd and his
spouse. Mr. Loyd and his spouse share voting and investment
power with respect to 11,650 shares.
/10/ Includes 18,023.93 shares held in The Exchange National Bank
of Jefferson City Profit-Sharing Trust and allocated to
participant accounts which the participant has the right to
vote but not investment power.
TRANSACTIONS WITH DIRECTORS AND OFFICERS
The officers and directors of the Company and the Bank, some
of their family members and the companies with which some of the
directors are associated, were customers of, and had banking
transactions with, the Bank in the ordinary course of the Bank's
business during 1995 and 1996. During each of these years the
Bank continued its policy of making loans and loan commitments in
the ordinary course of business to its employees, officers and
directors, and their affiliates, only on substantially the same
terms, including interest rates, collateral and repayment terms,
as those prevailing at the time for comparable transactions with
other persons. In the opinion of the Board of Directors of the
Bank, none of its transactions with such persons involved more
than a normal risk of collectability or other unfavorable
features.
David R. Goller, a director of the Company and the Bank, is
a member of the firm Goller, Gardner & Feather, P.C., which the
Bank has retained and expects in the future to retain as its
general counsel. During 1996, the Bank paid legal fees to
Goller, Gardner & Feather, P.C. in the amount of $28,176.
ITEM 2
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
The Board of Directors has selected the independent
certified public accounting firm of KPMG Peat Marwick LLP as the
Company's independent auditors to audit the books, records and
accounts of the <PAGE> Company for the year ending December 31, 1997.
Shareholders will have an opportunity to vote at the Annual
Meeting on whether to ratify the Board's decision in this regard.
KPMG Peat Marwick LLP has served as the Company's
independent auditors since the Company commenced business
operations in 1993, and as the Bank's independent auditors since
1991. A representative of KPMG Peat Marwick LLP is expected to
be present at the Annual Meeting. Such representative will have
an opportunity to make a statement if he or she desires to do so
and will be available to respond to appropriate questions.
Submission of the selection of the independent auditors to
the shareholders for ratification will not limit the authority of
the Board of Directors to appoint another independent certified
public accounting firm to serve as independent auditors if the
present auditors resign or their engagement otherwise is
terminated. Shareholder ratification of the Board of Directors'
selection of KPMG Peat Marwick LLP as the Company's independent
auditors is not required by any statute or regulation or by the
Company's Bylaws. Nevertheless, if the shareholders do not
ratify the selection of KPMG Peat Marwick LLP at the Annual
Meeting, the selection of independent auditors for the current
year will be reconsidered by the Board of Directors.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR APPROVAL
OF THE SELECTION OF KPMG PEAT MARWICK LLP.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 (the
"Exchange Act") requires the Company's directors and executive
officers, and persons who own more than 10% of any class of
equity securities of the Company registered pursuant to Section
12 of the Exchange Act, to file with the Securities and Exchange
Commission initial reports of ownership and reports of changes in
ownership in such securities and other equity securities of the
Company. In addition, under Section 16(a), a director, executive
officer or 10% stockholder who is a trustee and has a pecuniary
interest (such interest includes situations where a member of the
trustee's immediate family is a beneficiary of the trust) in any
holding or transaction in the Company's securities held by the
trust, must report the holding or transaction on the trustee's
individual report. Securities and Exchange Commission
regulations require directors, executive officers, greater than
10% shareholders and reporting trusts to furnish the Company with
copies of all Section 16(a) reports they file.
To the Company's knowledge, based solely on review of the
copies of such reports furnished to the Company and written
representations that no other reports were required, during the
year ended December 31, 1996, all Section 16(a) filing
requirements applicable to its directors, executive officers,
greater than 10% shareholders and reporting trusts were complied
with.
OTHER BUSINESS OF THE MEETING
The Board of Directors is not aware of, and does not intend
to present, any matter for action at the Annual Meeting other
than those referred to in this Proxy Statement. If, however, any
other matter properly comes before the Annual Meeting or any
adjournment, it is intended that the holders of the proxies
solicited by the Board of Directors will vote on such matters in
their discretion in accordance with their best judgment.
ANNUAL REPORT
The Company's Annual Report to Shareholders, containing
financial statements for the year ended December 31, 1996, is
being mailed with this Proxy Statement to all shareholders
entitled to vote at the Annual Meeting. Such Annual Report is
not to be regarded as proxy solicitation material.
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB FOR THE
YEAR ENDED DECEMBER 31, 1996 (THE "FORM 10-KSB"), EXCLUDING
EXHIBITS, WILL BE FURNISHED WITHOUT <PAGE> CHARGE TO ANY SHAREHOLDER OF
RECORD AS OF APRIL 18, 1997, UPON WRITTEN REQUEST TO DONALD L.
CAMPBELL, EXCHANGE NATIONAL BANCSHARES, INC., 132 EAST HIGH
STREET, JEFFERSON CITY, MISSOURI 65101. The Company will provide
a copy of any exhibit to the Form 10-KSB to any such person upon
written request and the payment of the Company's reasonable
expenses in furnishing such exhibits.
SHAREHOLDER PROPOSALS FOR 1998 ANNUAL MEETING
It is presently anticipated that the 1998 Annual Meeting of
Shareholders will be held on June 10, 1998. Shareholder
proposals intended for inclusion in the proxy statement for the
1998 Annual Meeting of Shareholders must be received at the
Company's principal executive offices, located at 132 East High
Street, Jefferson City, Missouri 65101, by registered or
certified mail, within a reasonable time before the solicitation
with respect to the meeting is made, but in no event later than
December 31, 1997. Such proposals must also comply with the
other requirements of the proxy solicitation rules of the
Securities and Exchange Commission. Shareholder proposals should
be addressed to the attention of the President of the Company.
By Order of the Board of Directors
Donald L. Campbell
Chairman of the Board
and President
April 30, 1997
Jefferson City, Missouri
P R O X Y
ANNUAL MEETING OF THE SHAREHOLDERS
OF
EXCHANGE NATIONAL BANCSHARES, INC.
June 11, 1997
The undersigned hereby appoints Charles J. Kolb and Harry F.
Goldammer, and each of them, jointly and severally, the agents
and proxies of the undersigned, each with full power of
substitution, to attend the Annual Meeting of the Shareholders of
Exchange National Bancshares, Inc. (the "Company") to be held at
The Exchange National Bank of Jefferson City's facility located
at 3701 West Truman Boulevard, Jefferson City, Missouri, on
Wednesday, June 11, 1997, commencing at 9:00 a.m., local time,
and any adjournment thereof (the "Meeting"), and to vote all of
the stock of the Company, standing in the name of the undersigned
on its books as of the close of business on April 18, 1997, and
which the undersigned would be entitled to vote, if present, with
the same force and effect as if voted by the undersigned and
especially to vote said stock with respect to the following
matters:
1. ELECTION OF TWO CLASS II DIRECTORS.
(INSTRUCTIONS: To vote FOR, or to WITHHOLD AUTHORITY to
vote for (i.e., AGAINST) any individual nominee named below, mark
the appropriate box next to each such nominee's name. Please
mark only one box next to each such name.)
FOR the WITHHOLD AUTHORITY
nominee to vote for the nominee
[ ] [ ] David R. Goller
[ ] [ ] James R. Loyd
2. Proposal to ratify the selection by the Board of
Directors of the Company of the accounting firm of KPMG Peat
Marwick LLP as the Company's independent auditors for the
current year.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. Such other matters, related to the foregoing or
otherwise, as properly may come before said Meeting or any
adjournment thereof. The Board of Directors has advised
that at present it knows of no other business to be
presented by or on behalf of the Company or its management
at the Meeting.
The undersigned hereby acknowledges receipt of the Notice of
Annual Meeting and Proxy Statement, dated April 30, 1997.
Dated: ______________, 1997 ____________________________
____________________________
No. of Shares: (Sign exactly as your name appears
on your stock certificate. Where
shares are held in the name of two
or more persons, all should sign
individually. A corporation should
sign by authorized officer and
_______________________ affix corporate seal.)
UNLESS OTHERWISE SPECIFICALLY DIRECTED ABOVE, THIS PROXY
SHALL CONFER AUTHORITY TO VOTE FOR THE ELECTION OF THE TWO (2)
PERSONS LISTED ABOVE AS CLASS II DIRECTORS OF THE COMPANY FOR THE
NEXT THREE YEARS AND FOR THE RATIFICATION OF THE SELECTION OF THE
ACCOUNTING FIRM OF KPMG PEAT MARWICK LLP AS THE COMPANY'S
INDEPENDENT AUDITORS. IF ANY OTHER BUSINESS IS PRESENTED AT SAID
MEETING, THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE
RECOMMENDATIONS OF THE BOARD OF DIRECTORS. THIS PROXY IS
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS AND MAY BE REVOKED
PRIOR TO ITS EXERCISE.
