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 29, 1999
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 9, 1999, 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 9, 1999
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 9, 1999,
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 I directors to hold office for a
term expiring at the 2002 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 LLP as the
independent auditors of the Company for the year ending
December 31, 1999; 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 16, 1999 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
/s/ Donald L. Campbell
Donald L. Campbell
Chairman of the Board
and President
April 29, 1999
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 9, 1999
__________________
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 9,
1999, 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 29, 1999.
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 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 16, 1999 (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 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 East 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 Charles G.
Dudenhoeffer, Jr., Phillip D. Freeman and James E. Smith, the three
directors in Class I, expire at this Annual Meeting. Directors in
Class II (David R. Goller and James R. Loyd) and Class III (Donald
L. Campbell, Kevin L. Riley and David T. <PAGE> Turner) have been elected
to terms expiring at the time of the annual meeting of shareholders
in 2000 and 2001, respectively.
One of the purposes of this Annual Meeting is to elect three
directors in Class I to serve for a three-year term expiring at the
Annual Meeting of Shareholders in 2002 and until their respective
successors are duly elected and qualified or until their respective
earlier resignation or removal. The Board of Directors has
designated Charles G. Dudenhoeffer, Jr., Phillip D. Freeman and
James E. Smith 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 CHARLES G. DUDENHOEFFER, JR., PHILLIP D. FREEMAN AND
JAMES E. SMITH AS CLASS I 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 11, 1999. 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 I 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 I: TERM TO EXPIRE IN 2002
Charles G. Dudenhoeffer, Jr. 59 Senior Vice 1993
President and
Director
Philip D. Freeman 45 Director 1993
James E. Smith 54 Vice Chairman 1997
and Director
DIRECTORS CONTINUING IN OFFICE
CLASS II: TERM TO EXPIRE IN 2000
David R. Goller 67 Director 1993
James R. Loyd 67 Director 1993
CLASS III: TERM TO EXPIRE IN 2001
Donald L. Campbell 72 President, 1993
Chairman of
the Board
and Director
Kevin L. Riley 43 Director 1995
David T. Turner 42 Vice Chairman 1997
and Director
The business experience during the last five years of each
person nominated by the Board of Directors for election as a Class
I director at the Annual Meeting and each director whose term of
office will continue after the Annual Meeting is as follows:
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.
<PAGE>
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 1974. Mr.
Freeman also serves on the Company'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
Vice Chairman of Bancshares since 1998, 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 the Company'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.
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.
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 the Company'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 Vice Chairman of Bancshares since
June 1998. From 1993 until June 1998, he served as Senior Vice
President of Bancshares. He served as Senior Vice President of ENB
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, 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
Only outside (non-employee) members of the Company's Board of
Directors receive compensation for their service to the Company as
a director. Each of these outside (non-employee) directors is paid
$300 for each meeting of the Board attended in person. Each member
of the Company's Audit Committee receives $700 for each committee
meeting attended.
Members of Union's Board of Directors receive no compensation
for their service to Union as a director.
All directors of the Company (other than Mr. Smith) are also
directors of ENB, and in that capacity may receive compensation
from ENB. For 1998 and 1999, each of ENB's outside (non-employee)
directors is paid a monthly $500 retainer and $300 for each meeting
of the Board attended in person. In addition, these directors are
eligible for a $2,400 bonus if ENB meets certain financial goals
and the director attends at least 80% of the Board meetings held
(which could include one telephone conference meeting). Four of
ENB's directors received this bonus for 1998.
<PAGE>
Two of the Company's directors -- Mr. Campbell and Mr. Smith
- -- are also directors of USB, but are not eligible to receive
compensation for their service to USB as a director. Only outside
(non-employee) members of USB's Board of Directors receive
compensation for their service to USB as a director. For 1998 and
1999, each of USB's outside (non-employee) directors is paid a
monthly $300 retainer. For 1999, these directors also will be paid
$300 for each meeting of the Board attended in person. Each
outside (non-employee) member of USB's Trust Committee receives
$100 for each meeting of that committee attended, and each outside
(non-employee) member of USB's Loan (Discount) Committee receives
$50 for each meeting of that committee attended.
MEETINGS OF THE BOARD AND COMMITTEES
During 1998 the Board of Directors of the Company held five
meetings. All directors attended at least 75% of the meetings of
the Board of Directors which were held during 1998, with the
exception of Mr. Freeman who attended 60% of such meetings. 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.
The Company's Board of Directors has established an Audit
Committee. The Audit Committee assists the Board 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. 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 the Company and its subsidiaries at
least annually, and to report thereon to the Board of Directors.
The members of the Audit Committee currently are Messrs. Freeman,
Goller and Riley. The Audit Committee met five times during 1998.
Each committee member attended 100% of the meetings held in 1998.
With the exception of the Audit Committee, there currently are
no other standing compensation, executive, nominating or other
committees of the Company's Board of Directors, or committees
performing similar functions of the Board.
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 72 President, Chairman of
the Board and Director-
Class III
David T. Turner 42 Vice Chairman and
Director-Class III
James E. Smith 54 Vice Chairman and
Director-Class I
<PAGE>
Charles G. Dudenhoeffer, Jr. 59 Senior Vice President and
Director-Class I
Richard G. Rose 47 Treasurer
Kathleen L. Bruegenhemke 33 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:
Richard G. Rose has served as Treasurer of Bancshares since
July 1998 and as Senior Vice President and Controller of ENB since
July 1998. Prior to that he served as Senior Vice President and
Controller of the First National Bank of St. Louis from June 1979
until June 1998.
Kathleen L. Bruegenhemke has served as Senior Vice President
and Secretary of Bancshares since November 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, 1998,
1997 and 1996, 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
1998 was in excess of $100,000 for services to the Company and its
subsidiaries in all capacities:
SUMMARY COMPENSATION TABLE
NAME AND ANNUAL COMPENSATION OTHER ANNUAL ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION /4/ COMPENSATION/5/
Donald L. Campbell 1998 $214,932 $ 0 $ 0 $24,548
Chairman and 1997 $131,832 $100,000 $8,100 $24,997
Director of ENB /1/1996 $119,004 $ 0 $7,000 $19,775
James E. Smith 1998 $114,269 $ 3,084 $ 0 $ 5,868
President and 1997 $ 76,226 $130,215 $7,400 $10,105
Director of USB /2/
David T. Turner 1998 $134,632 $ 0 $ 0 $20,656
President and 1997 $121,584 $ 25,000 $7,500 $22,901
Director of ENB /3/1996 $ 90,758 $ 0 $ 0 $15,084
______________
/1/ Mr. Campbell served as President of ENB until December 31, 1996.
<PAGE>
/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 1997 compensation reported for Mr. Smith, however, is for the entire
year of 1997. In connection with the Company's acquisition of Union and
USB in November 1997, Mr. Smith has received certain amounts under a
promissory note and noncompetition agreement that are not reflected in the
table. See "Transactions with Directors and Officers."
/3/ Mr. Turner served as Senior Vice President of ENB until December 31, 1996.
/4/ Includes director and committee fee payments from ENB for 1998, 1997 and
1996 of $0, $7,500 and $7,000, respectively, to Mr. Campbell; and $0,
$7,500 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.
/5/ All Other Compensation includes (i) ENB's contributions to the ENB profit-
sharing plan and trust for 1998, 1997 and 1996 of $24,548, $24,997 and
$19,775, respectively, allocated to Mr. Campbell's account; and $20,656,
$22,901 and $15,084, respectively, allocated to Mr. Turner's account, and
(ii) USB's contributions to the USB profit-sharing plan for 1998 and 1997
of $5,868 and $10,105, respectively, 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 January 20, 1999. 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 or her employer contribution
account. A participant whose employment with ENB terminates
because of his or her 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, 1998, the trust held assets with an
aggregate book value of $11,827,873.
As of March 16, 1999, the trust held 58,409 shares (or 8.1%)
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
<PAGE>
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
the trustee and plan administrator of the Plan.
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 January 20, 1999. 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, 1998, had an aggregate book
value of $3,114,109.
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/her 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
<PAGE>
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 47 years and 20 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 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
16, 1999 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.
NAME AMOUNT AND NATURE OF PERCENTAGE OF
BENEFICIAL OWNERSHIP/1/ SHARES OUTSTANDING/1/
Exchange National Bank of 58,409.00 8.1%
Jefferson City Profit-Sharing
Trust/Exchange National
Bank of Jefferson City,
Trustee /2//3/
Donald L. Campbell /2//4/ 39,325.27 5.5
David T. Turner /5/ 3,621.44 *
Charles G. Dudenhoeffer, Jr. /6/ 8,691.69 1.2
Philip D. Freeman /7/ 1,378.00 *
David R. Goller /8/ 10,099.00 1.4
<PAGE>
James R. Loyd /9/ 19,966.00 2.8
Kevin L. Riley /10/ 340.00 *
James E. Smith 601.00 *
All directors & executive officers
as a group (10 persons) /11/ 84,477.10 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/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 9,341.27 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 9,341.27 shares held in the
Profit-Sharing Trust.
/5/ Includes 2,371.44 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 2,371.44 shares
held in the Profit-Sharing Trust.
/6/ Includes 3,100 shares held jointly by Mr. Dudenhoeffer and his spouse and
5,591.69 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 5,591.69 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
6,379 shares held of record by two family trusts for which he acts as sole
trustee.
/9/ Includes 11,650 shares held by Mr. Loyd's spouse as trustee of a family
trust, as to which Mr. Loyd and his spouse share voting and investment
power.
<PAGE>
/10/ Includes 100 shares held jointly by Mr. Riley and his spouse, as to which
they share voting and investment power.
/11/ Includes 17,759.10 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 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 1997 and 1998.
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 1998, ENB paid legal fees to Goller, Gardner &
Feather, P.C. in the amount of $7,069.
ITEM 2
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
The Board of Directors has selected the independent certified
public accounting firm of KPMG LLP (formerly known as 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, 1999. Shareholders will have an opportunity to vote
at the Annual Meeting on whether to ratify the Board's decision in
this regard.
KPMG LLP has served as the Company's independent auditors
since the Company commenced business operations in 1993. A
representative of KPMG 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.
<PAGE>
Shareholder ratification of the Board of Directors' selection of
KPMG 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 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 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 December 31, 1998, all Section 16(a) filing requirements
applicable to its directors, executive officers and greater than
10% shareholders were complied with, except that Richard G. Rose,
an executive officer of the Company, filed late his initial
statement of beneficial ownership of securities on Form 3.
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,
1998, 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, 1998 (THE "FORM 10-KSB"), EXCLUDING
EXHIBITS, WILL BE FURNISHED WITHOUT CHARGE TO ANY SHAREHOLDER OF
RECORD AS OF APRIL 16, 1999, 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 2000 ANNUAL MEETING
It is presently anticipated that the 2000 Annual Meeting of
Shareholders will be held on June 7, 2000. Shareholder proposals
intended for inclusion in the proxy statement for the 2000 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 30, 1999. 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.
<PAGE>
In accordance with the advance notice provisions of the
Company's Articles of Incorporation and Bylaws, written notice of
the shareholder's intent to bring any business before an annual
meeting must be delivered to the Company's Secretary at the
Company's principal executive offices not less than 60 days prior
to the first anniversary of the previous year's annual meeting.
The deadline for such notices in connection with the Company's 2000
Annual Meeting is April 10, 2000. Proxies solicited in connection
with the 2000 Annual Meeting of Shareholders shall confer on the
appointed proxies discretionary voting authority to vote on certain
shareholder proposals that are not presented for inclusion in the
proxy materials unless the proposing shareholder notifies the
Company by April 10, 2000 that such proposal will be made at the
meeting.
By Order of the Board of Directors
/s/ Donald L. Campbell
Donald L. Campbell
Chairman of the Board
and President
April 29, 1999
Jefferson City, Missouri
<PAGE>
APPENDIX A
P R O X Y
ANNUAL MEETING OF THE SHAREHOLDERS
OF
EXCHANGE NATIONAL BANCSHARES, INC.
JUNE 9, 1999
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 9, 1999, 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 16, 1999, 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 I 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
[ ] [ ] Charles G. Dudenhoeffer, Jr.
[ ] [ ] Phillip D. Freeman
[ ] [ ] James E. Smith
2. Proposal to ratify the selection by the Board of
Directors of the Company of the accounting firm of KPMG 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 29, 1999.
Dated: _____________, 1999 ______________________________
______________________________
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 I DIRECTORS OF THE COMPANY FOR THE
NEXT THREE YEARS AND FOR THE RATIFICATION OF THE SELECTION OF THE
ACCOUNTING FIRM OF KPMG LLP AS THE COMPANY'S INDEPENDENT
AUDITORS. IN THEIR DISCRETION, THE APPOINTED PROXIES AND AGENTS
ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY
BE PRESENTED AT THE MEETING. THIS PROXY IS SOLICITED ON BEHALF
OF THE BOARD OF DIRECTORS AND MAY BE REVOKED PRIOR TO ITS
EXERCISE.
<PAGE>
APPENDIX
PROXY/DIRECTION TO TRUSTEE
ANNUAL MEETING OF THE SHAREHOLDERS
OF
EXCHANGE NATIONAL BANCSHARES, INC.
JUNE 9, 1999
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 9,
1999, 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 16, 1999, 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 I 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
[ ] [ ] Charles G. Dudenhoeffer, Jr.
[ ] [ ] Phillip D. Freeman
[ ] [ ] James E. Smith
2. Proposal to ratify the selection by the Board of
Directors of the Company of the accounting firm of KPMG 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 ___________, 1999.
______________________________
Signature
_____________________________
Print Your Name
No. of Shares Credited
to my Account:
________________________________
