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:
_________________________________________________________________
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>
April 30, 1998
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 10, 1998, 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,
/s/ Donald L. Campbell
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 10, 1998
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
10, 1998, 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 three Class III directors to hold office for a
term expiring at the 2001 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, 1998; 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 17, 1998 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, 1998
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 10, 1998
__________________
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 10, 1998, 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 business activity is the ownership of all the issued
and outstanding stock of The Exchange National Bank of Jefferson
City ("ENB") and Union State Bancshares, Inc. ("Union"), which in
turn owns all of the issued and outstanding stock of Union State
Bank & Trust of Clinton ("USB").
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, 1998.
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 17, 1998 (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. 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 directs that the shares be voted to abstain or to <PAGE> 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 majority of the votes cast, in
person or by proxy of shareholders 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 are treated
as votes against the particular nominee. 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, ENB or USB. 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 eight
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 Donald L. Campbell, Kevin L. Riley and David T. Turner,
the three directors in Class III, expire at this Annual Meeting.
Directors in Class I (Charles <PAGE> G. Dudenhoeffer, Jr., Phillip D.
Freeman and James E. Smith) and Class II (David R. Goller and
James R. Loyd) have been elected to terms expiring at the time of
the annual meeting of shareholders in 1999 and 2000,
respectively.
One of the purposes of this Annual Meeting is to elect three
directors in Class III to serve for a three-year term expiring at
the Annual Meeting of Shareholders in 2001 and until their
respective successors are duly elected and qualified or until
their respective earlier resignation or removal. The Board of
Directors has designated Donald L. Campbell, Kevin L. Riley and
David T. Turner as the three 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 all three
nominees. In the event that one or more 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 all 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 any nominee will be
unavailable for election.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE ELECTION
OF DONALD L. CAMPBELL, KEVIN L. RILEY AND DAVID T. TURNER AS CLASS III
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 12, 1998. 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 III director at the Annual Meeting and each
director whose term of office will continue after the Annual
Meeting.
Position Company
Name Age With the Company Director Since
NOMINEES
CLASS III: TERM TO EXPIRE IN 2001
Donald L. Campbell 71 President, 1993
Chairman of
the Board
and Director
Kevin L. Riley 42 Director 1995
David T. Turner 41 Senior Vice 1997
President and
Director
DIRECTORS CONTINUING IN OFFICE
CLASS I: TERM TO EXPIRE IN 1999
Charles G.
Dudenhoeffer, Jr. 58 Senior Vice 1993
President and
Director
Philip D. Freeman 44 Director 1993
James E. Smith 53 Director 1997
CLASS II: TERM TO EXPIRE IN 2000
David R. Goller 66 Director 1993
James R. Loyd 66 Director 1993
The business experience during the last five years of each
person nominated by the Board of Directors for election as a
Class III director at the Annual Meeting and each director whose
term of office will continue after the Annual Meeting is as
follows:
Donald L. Campbell has served as a Director of ENB since
1967, of USB since 1997, of Union since 1997 and of Bancshares
since 1993. He has served as Chairman of ENB since 1990, of
Union since 1997 and of Bancshares since 1993. Mr. Campbell has
served as President of ENB from 1971 until December 1996 and of
Bancshares since 1993. He has served as Secretary of Union since
1997.
<PAGE>
Kevin L. Riley has served as a Director of ENB 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 ENB's Audit
Committee.
David T. Turner has served as a Director of ENB and of
Bancshares since January 1997. Mr. Turner has served as
President of ENB since January 1997 and as Senior Vice President
of Bancshares since 1993. He served as Senior Vice President of
ENB from June 1992 through December 1996 and as Vice President
from 1985 until June 1992.
Charles G. Dudenhoeffer, Jr. has served as a Director of ENB
since 1978 and of Bancshares since 1993. Mr. Dudenhoeffer has
served as Vice President and Trust Officer of ENB 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 ENB 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 ENB's Audit Committee.
James E. Smith has served as a Director of USB since 1975,
of Union since 1977 and of Bancshares since 1997. He has served
as President, Treasurer and Assistant Secretary of Union since
1997, and as President of USB since 1975.
David R. Goller has served as a Director of ENB 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 ENB,
since 1975. Mr. Goller also serves on ENB's Audit Committee.
James R. Loyd has served as a Director of ENB since 1974 and
of Bancshares since 1993. He served as Executive Vice President
of ENB from 1974 until October 1996 and as Executive Vice
President of Bancshares from 1993 until October 1996.
There is no arrangement or understanding between any
director and any other person pursuant to which such director was
selected as a director, except that in connection with the
Company's acquisition of Union and USB in November 1997, the
Company agreed to appoint James E. Smith 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. Additionally, no
compensation is paid to members of Union's Board of Directors.
All directors of the Company (other than James E. Smith) are also
directors of ENB, however, and in that capacity receive
compensation from ENB. In 1997, ENB paid each of its directors
$500 for each meeting of the Board held, other than telephone
conference meetings. For 1998, each non-employee director will
be paid a $6,000 retainer, $300 for each meeting of the Board
attended (other than telephone conference meetings), and a $2,400
bonus if ENB meets certain financial goals and the non-employee
director attends at least 80% of the Board meetings held (which
may include one telephone conference meeting). Each member of
ENB's Audit Committee receives $700 for each committee meeting
attended. Two members of the Company's Board of Directors --
Donald L. Campbell and James E. Smith -- are also directors of
Union and USB, and were paid $300 for each meeting of the USB
Board held in 1997. In addition, as a member of USB's Discount
and Trust committees Mr. Smith was paid $50 and $100,
respectively, for each committee meeting held in 1997. For 1998,
the compensation for USB Board and committee meetings will be
unchanged but will be payable only for attendance by non-employee
members.
<PAGE>
MEETINGS OF THE BOARD AND COMMITTEES
During 1997 the Board of Directors of the Company held ten
meetings. All directors attended at least 75% of the meetings of
the Board of Directors and the committees of the Board on which
they served which were held during 1997. 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 Board of Directors of ENB, however, has established
an Audit Committee as described below.
The Audit Committee assists ENB'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 ENB Board of
management's compliance with Board mandated policies, internal
procedures and applicable laws and regulations. The committee
works with the internal audit department and external auditors
and 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. The committee also has the duty to make, or cause to
be made, a suitable examination and audit of the financial
affairs of ENB at least annually, and to report thereon to the
Board of Directors. The members of ENB's Audit Committee
currently are Messrs. Freeman, Goller and Riley. ENB's Audit
Committee met seven times during 1997.
EXECUTIVE OFFICERS AND COMPENSATION
EXECUTIVE OFFICERS
Executive officers of Bancshares are appointed by the Board
of Directors and serve at the discretion of the Board. The
following table sets forth certain information with respect to
all executive officers of Bancshares.
Name Age Position
Donald L. Campbell 71 President, Chairman of
the Board and Director-
Class III
David T. Turner 41 Senior Vice President and
Director-Class III
Charles G.
Dudenhoeffer, Jr. 58 Senior Vice President and
Director-Class I
Carl A. Brandenburg,
Sr. 51 Treasurer and Chief
Financial Officer
Kathleen L.
Bruegenhemke 32 Senior Vice President
and Secretary
The business experience of the executive officers of
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:
<PAGE>
Carl A. Brandenburg, Sr. has served as Senior Vice President
and Chief Financial Officer of ENB since 1988, and as Treasurer
and Chief Financial Officer of Bancshares since 1993.
Kathleen L. Bruegenhemke has served as Senior Vice President
and Secretary of Bancshares since November 1, 1997. From January
1992 until November 1997, she served as Internal Auditor of ENB.
Prior to joining ENB, Ms. Bruegenhemke served as a Commissioned
Bank Examiner for the Federal Deposit Insurance Corporation from
1986 to 1992.
There is no arrangement or understanding between any
executive officer and any other person pursuant to which such
executive officer was selected as an officer.
EXECUTIVE COMPENSATION
The Company does not pay compensation to its officers. The
following table sets forth for the years ended December 31, 1997,
1996 and 1995, respectively, the compensation paid or accrued by
the Company's subsidiaries to the chief executive officer of the
Company and the only two other employees whose remuneration for
1997 was in excess of $100,000 for services to the Company and
its subsidiaries in all capacities:
Summary Compensation Table
Name and
Principal Annual Compensation Other Annual All Other
Position Year Salary Bonus Compensation/4/ Compensation/5/
Donald L.
Campbell 1997 $131,832 $100,000 $8,100 $24,997
Chairman and 1996 $119,004 $ 0 $7,000 $19,775
Director of 1995 $113,448 $ 0 $6,500 $19,364
ENB/1/
James E. Smith 1997 $ 76,226 $130,215 $7,400 $10,105
President and
Director of
USB/2/
David T. Turner 1997 $121,584 $ 25,000 $7,500 $22,901
President and 1996 $ 90,758 $ 0 $ 0 $15,084
Director of
ENB/3/ 1995 $ 84,000 $ 0 $ 0 $14,338
______________
/1/ Mr. Campbell served as President of ENB until December 31, 1996.
/2/ Upon the Company's acquisition of USB in November 1997, Mr. Smith
commenced his service to the Company as a director and President of USB.
The compensation reported for Mr. Smith, however, is for the entire year
of 1997.
/3/ Mr. Turner served as Senior Vice President of ENB until December 31,
1996.
4/ Includes director and committee fee payments from ENB for 1997, 1996 and
1995 of $7,500, $7,000 and $6,500, respectively, to Mr. Campbell; and
$7,500, $0 and $0, respectively, to Mr. Turner, and director and
committee fee payments from USB for 1997 of $600 to Mr. Campbell and
$7,400 to Mr. Smith. 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.
<PAGE>
/5/ All Other Compensation includes (i) ENB's contributions to the ENB
profit-sharing plan and trust for 1997, 1996 and 1995 of $24,997,
$19,775 and $19,364, respectively, allocated to Mr. Campbell's account;
and $22,901, $15,084 and $14,338, respectively, allocated to Mr.
Turner's account, and (ii) USB's contributions to the USB profit-sharing
plan for 1997 of $10,105 allocated to Mr. Smith's account.
ENB PROFIT-SHARING TRUST
ENB 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. ENB makes all contributions except for voluntary
contributions by participants who are not highly compensated
employees. ENB 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. ENB'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 ENB 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 ENB 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 the Company's
stock allocated to his account on such matters upon which
shareholders are entitled to vote. ENB serves as trustee of the
trust, and the trust is administered by a retirement committee
which is appointed by the Board of Directors of ENB. As of
December 31, 1997, the trust held assets with an aggregate book
value of $10,416,299.
As of March 17, 1998, the trust held 59,905 shares (or 8.3%)
of the Company's stock.
USB PROFIT-SHARING PLAN
USB established the Union State Bank & Trust of Clinton
Profit Sharing Plan (the "Plan") in 1963. The Plan was restated
in 1994. All employees who have completed one year of service
and are twenty-one years old are eligible to participate in the
Plan. Eligible Plan participants may make elective deferrals up
to a maximum of 8% of such participant's compensation. Under the
terms of the Plan, a matching contribution will be made on behalf
of each participant by USB in an amount of 33.33% of the
participant's elective deferrals. In addition to the employer
matching contributions, USB may make a discretionary annual
profit sharing contribution to the Plan. Both the employer
matching contribution and the discretionary employer profit
sharing contribution are subject to the Plan's vesting schedule.
Under the Plan's vesting schedule, a participant's interest in
employer contributions does not begin to vest until the
participant has completed three years of service. A participant
becomes fully vested after he or she has completed seven years of
service. Unless a participant terminates employment due to
death, disability or retirement, a participant is not eligible to
receive an employer matching or employer profit sharing
contribution for a specific Plan year unless the participant has
completed 1,000 hours or more of service during the Plan year and
is employed on the last day of the Plan year. A participant may
take a total distribution of his or her vested account balance
upon his or her termination from employment. Under the terms of
the Plan, in-service hardship withdrawals are allowed. Plan
loans, however, are not permitted. USB currently serves as both
the trustee and Plan administrator of the Plan.
<PAGE>
PENSION PLAN
Concurrently with the creation of the profit-sharing plan
and trust in 1951, ENB 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, 1997, had an aggregate book value of $3,092,176.
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 and Mr. Turner have 46 years and 19 years,
respectively, of continuous service under the plan. Mr. Smith is
not a participant in the plan.
SMITH EMPLOYMENT AGREEMENT
The Company has entered into an employment agreement with
James E. Smith. The agreement has an initial three-year term
which expires on November 3, 2000, subject to automatic
extensions of one additional year upon the expiration of each
year prior to Mr. Smith's 62nd birthday (unless either party
gives notice not to so extend the term). The agreement provides
for an annualized base salary of $110,000, and eligibility for
merit-based increases. In addition to base salary, the agreement
also provides <PAGE> that Mr. Smith is eligible to participate in bonus
and other incentive compensation plans made available to
employees having responsibilities comparable to those of Mr.
Smith.
Mr. Smith's employment is subject to early termination in
the event of his death, disability or adjudication of legal
incompetence, and otherwise may be terminated only for cause (as
defined). The employment agreement prevents Mr. Smith from
competing with the Company, soliciting customers or hiring
employees during the term of the agreement and for a period of
two years thereafter. In addition, the employment agreement
requires Mr. Smith to maintain the confidentiality of the
Company's confidential information prior to its disclosure by the
Company.
OWNERSHIP OF COMMON STOCK
The following table sets forth certain information as of
March 17, 1998 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 Percentage
and Nature of
of Beneficial Shares
Name Ownership/1/ Outstanding/1/
Exchange National Bank of 59,905.00 8.3%
Jefferson City Profit-Sharing
Trust/Exchange National
Bank of Jefferson City,
Trustee/2//3/
Donald L. Campbell//2//4/ 39,230.63 5.5
David T. Turner/5/ 3,541.80 *
Charles G. Dudenhoeffer, Jr./6/ 8,633.44 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 340.00 *
James E. Smith 601.00 *
All directors & executive officers
as a group (10 persons)/10/ 85,644.24 11.9
_________________
* 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.
<PAGE>
/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/Trustee has investment power but not voting power as
to the shares shown as owned by it.
/4/ Includes 300 shares held by Mr. Campbell's spouse, 1,650
shares held by Mr. Campbell jointly with his spouse and
9,246.63 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
9,246.63 shares held in the Profit-Sharing Trust.
/5/ Includes 2,291.80 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 2,291.80 shares held in the Profit-Sharing Trust.
/6/ Includes 3,100 shares held jointly by Mr. Dudenhoeffer and
his spouse and 5,533.44 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 5,533.44 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 the 11,650 shares.
/10/ Includes 18,526.24 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
As part of the consideration provided by the Company for its
November 1997 acquisition of Union and USB, the Company issued a
promissory note to James E. Smith in the principal amount of
$2,000,000. This promissory note matures on November 1, 2002,
with quarterly installments of accrued interest to be made on
each February 1, May 1, August 1 and November 1 of the loan term
at the rate of 7% per annum. The Company has reserved the right
to prepay the promissory note at any time on or after November 1,
2000. The promissory note, and the other promissory notes issued
to former shareholders of Union or USB, are secured by Union's
pledge of the shares of USB capital stock owned by it.
In connection with the Company's acquisition of Union and
USB in November 1997, the Company entered into a noncompetition
agreement with James E. Smith. The agreement prevents Mr. Smith
from competing with the Company, soliciting customers or hiring
employees during the six-year term of the <PAGE> agreement in exchange
for the Company's agreement to pay him six annual installments of
$50,000 each (without interest), the first of which installments
was paid on November 3, 1997.
The officers and directors of the Company and of its
subsidiaries, some of their family members and the companies with
which some of the directors are associated, were customers of,
and had banking transactions with, ENB and USB in the ordinary
course of ENB's and USB's respective businesses during 1996 and
1997. During each of these years ENB and USB each 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 ENB and of
USB, respectively, 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 ENB, is a
member of the firm Goller, Gardner & Feather, P.C., which ENB has
retained and expects in the future to retain as its general
counsel. During 1997, ENB paid legal fees to Goller, Gardner &
Feather, P.C. in the amount of $25,739.
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 Company for the year ending December 31, 1998.
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. 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. Securities and Exchange Commission regulations require
directors, executive officers and greater than 10% shareholders
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 <PAGE> December 31, 1997, all Section 16(a) filing
requirements applicable to its directors, executive officers and
greater than 10% shareholders were complied with, except that an
initial statement of beneficial ownership on Form 3 was filed
late by Kathleen L. Bruegenhemke.
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
consolidated financial statements for the year ended December 31,
1997, 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, 1997 (THE "FORM 10-KSB"), EXCLUDING
EXHIBITS, WILL BE FURNISHED WITHOUT CHARGE TO ANY SHAREHOLDER OF
RECORD AS OF APRIL 17, 1998, 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 1999 Annual Meeting of
Shareholders will be held on June 9, 1999. Shareholder proposals
intended for inclusion in the proxy statement for the 1999 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,
1998. 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
/s/ Donald L. Campbell
Donald L. Campbell
Chairman of the Board
and President
April 30, 1998
Jefferson City, Missouri
<PAGE>
APPENDIX I - PROXY
P R O X Y
ANNUAL MEETING OF THE SHAREHOLDERS
OF
EXCHANGE NATIONAL BANCSHARES, INC.
June 10, 1998
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 10, 1998, 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 17, 1998, 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 THREE CLASS III 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
[ ] [ ] Donald L. Campbell
[ ] [ ] Kevin L. Riley
[ ] [ ] David T. Turner
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, 1998.
Dated: ____________, 1998 _______________________________
________________________________
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 three (3)
persons listed above as Class III 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.
<PAGE>
APPENDIX II - PROXY/DIRECTION TO TRUSTEE
PROXY/DIRECTION TO TRUSTEE
ANNUAL MEETING OF THE SHAREHOLDERS
OF
EXCHANGE NATIONAL BANCSHARES, INC.
June 10, 1998
The Annual Meeting of the Shareholders of Exchange National
Bancshares, Inc. (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
10, 1998, commencing at 9:00 a.m., local time, and thereafter as
it may from time to time be adjourned.
I am a participant in The Exchange National Bank of
Jefferson City Profit Sharing Trust. As of the close of
business on April 17, 1998, my account in the profit sharing
trust was credited with the number of shares of common stock of
the Company set forth below. I may or may not be vested in all
or part of such shares.
I hereby direct the Trustee (The Exchange National Bank
of Jefferson City) to vote the above number of shares of stock
with respect to the following matters:
1. ELECTION OF THREE CLASS III 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
[ ] [ ] Donald L. Campbell
[ ] [ ] Kevin L. Riley
[ ] [ ] David T. Turner
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.
IN WITNESS WHEREOF, the undersigned has duly executed
this instrument this _____ day of ___________, 1998.
_________________________________
Signature
__________________________________
Print Your Name
No. of Shares Credited
to my Account:
________________________________
