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Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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JEFFERSON SAVINGS BANCORP, INC.
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(Exact name of registrant as specified in charter)
Delaware 43-1625841
- - ------------------------------------ ----------------------------------
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
14915 Manchester Road, Ballwin, Missouri 63011 (314) 227-3000
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(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
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DAVID V. MCCAY
President and Chief Executive Officer
Jefferson Savings Bancorp, Inc.
14915 Manchester Road
Ballwin, Missouri 63011
(314) 227-3000
-----------------------------------
(Name, address, including zip code,
and telephone number, including
area code, of agent for service)
Copies to:
JOHN K. PRUELLAGE, Esq.
Lewis, Rice & Fingersh, L.C.
500 North Broadway, Suite 2000
St. Louis, Missouri 63102
(314) 444-7600
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [X]
If any of the securities being registered on this Form are to be offered on a
delayed on continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of earlier effective
registration statements for the same offering. [_] ____________________________
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_] __________________________________________________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
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CALCULATION OF REGISTRATION FEE
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TITLE OF EACH CLASS AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
OF SECURITIES TO BE REGISTERED/(1)/ OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION FEE
REGISTERED UNIT/(2)/ PRICE
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<S> <C> <C> <C> <C>
Common Stock
Par Value $0.01 200,000 $24.00 $4,800,000 $1,655.18
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Preferred Share Purchase Rights /(3)/ /(4)/ /(4)/ /(4)/
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(1) The securities registered hereunder include securities issued pursuant to
the terms of the Jefferson Savings Bancorp, Inc. Dividend Reinvestment and
Stock Purchase Plan that provide for adjustments in the amount of
securities being issued to prevent dilution resulting from stock splits,
stock dividends or similar transactions.
(2) Pursuant to Rule 457(c), represents the average of the high and low
reported prices for the Registrant's common stock as quoted on the NASDAQ
National Market System on July 23, 1996, such date being a date within five
(5) business days prior to the date of filing this Registration Statement.
(3) Each share of common stock includes one preferred share purchase right.
(4) Not applicable.
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PROSPECTUS
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200,000 Shares
JEFFERSON SAVINGS BANCORP, INC.
Common Stock
($0.01 Par Value)
DIVIDEND REINVESTMENT AND
STOCK PURCHASE PLAN
_______________
The Dividend Reinvestment and Stock Purchase Plan (the "Plan") of Jefferson
Savings Bancorp, Inc. (the "Corporation") provides shareholders of the
Corporation with a convenient and simple method of purchasing additional shares
of the Corporation's common stock, par value $0.01 ("Common Stock"), without
payment of any brokerage commission or service charge. Any holder of record of
shares of Common Stock is eligible to participate in the Plan.
Shareholders who participate in the Plan may:
1. Have cash dividends on their shares of Common Stock automatically
reinvested,
or
2. Continue to receive their cash dividends on shares registered in their
names and invest by making optional cash payments of not less than
$100 per payment nor more than $10,000 per quarter,
or
3. Invest both their cash dividends and such optional cash payments.
If shares of Common Stock are purchased in the market or in private
transactions, the price of the shares purchased by the participants will be the
actual purchase price for such shares, exclusive of brokerage commissions and
expenses. If shares of Common Stock are purchased by participants in the Plan
directly from the Corporation, the purchase price will equal the average of the
high and low prices for shares of Common Stock as reported on the National
Association of Securities Dealers, Inc. Nasdaq Stock Market or such other system
as may supersede it, reduced by a discount of 2%.
This Prospectus relates to 200,000 shares of Common Stock of the
Corporation available for issuance under the Plan, subject to adjustment for
stock splits, stock dividends, reclassifications, reverse stock splits or other
similar changes in the Common Stock. It is suggested that this Prospectus be
retained for future reference.
_______________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
_______________
THE DATE OF THIS PROSPECTUS IS JULY 29, 1996
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TABLE OF CONTENTS
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Page
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Available Information................... 2
Documents Incorporated by Reference..... 2
The Plan................................ 3
Use of Proceeds......................... 9
Experts................................. 9
Legal Matters........................... 9
Commission Position on Indemnification.. 9
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AVAILABLE INFORMATION
The Corporation is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports and other information with the Securities and
Exchange Commission (the "Commission"). Information, as of particular dates,
concerning directors and officers, their remuneration, the principal holders of
securities of the Corporation and any material interest of such persons in
transactions with the Corporation is disclosed in proxy statements distributed
to shareholders of the Corporation and filed with the Commission.
Such reports, proxy statements and other information can be inspected and
copied at the public reference facilities maintained by the Commission at Room
1024, 450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549 and at the
regional offices of the Commission located at 7 World Trade Center, 13th Floor,
New York, New York 10048, and Northwestern Atrium Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661. Copies of such materials also can
be obtained from the Public Reference Section of the Commission, 450 Fifth
Street, N.W., Judiciary Plaza, Washington, D.C. 20549, at prescribed rates.
The principal executive offices of the Corporation are located at 14915
Manchester Road, Ballwin, Missouri 63011 (telephone number: (314) 227-3000).
DOCUMENTS INCORPORATED BY REFERENCE
The following documents filed with the Commission are incorporated herein by
reference:
(a) The Corporation's Annual Report on Form 10-K for the year ended December
31, 1995, as filed with the Commission pursuant to Section 13(a) of the Exchange
Act;
(b) The Corporation's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1996 as filed with the Commission pursuant to Section 13(a) of the
Exchange Act;
(c) All other reports filed by the Corporation pursuant to Section 13(a) or
15(d) of the Exchange Act since December 31, 1995; and
(d) The description of Common Stock which is contained in the Corporation's
Registration Statement on Form 8-A under the Exchange Act, filed March 30, 1993,
and the description of the preferred share purchase rights contained in the
Corporation's Registration Statement on Form 8-A under the Exchange Act, filed
August 19, 1994.
All reports and other documents subsequently filed by the Corporation
pursuant to Section 13(a), 13(c), 14, or 15(d) of the Exchange Act prior to the
termination of this offering shall be deemed to be incorporated herein by
reference from the date of filing of such documents. Copies of all documents
incorporated by reference, other than exhibits to such documents, will be
provided without charge to each person who receives a copy of this Prospectus
upon written or oral
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request to Mr. Gary G. Honerkamp, Senior Vice President and Secretary, Jefferson
Savings Bancorp, Inc., 14915 Manchester Road, Ballwin, Missouri 63011 (telephone
number: (314) 227-3000).
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE CORPORATION. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE SECURITIES OFFERED
HEREBY; NOR DOES IT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO
BUY ANY SECURITIES IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO
MAKE SUCH OFFER OR SOLICITATION IN SUCH JURISDICTION. THE DELIVERY OF THIS
PROSPECTUS AT ANY TIME DOES NOT IMPLY THAT INFORMATION HEREIN IS CORRECT AS OF
ANY TIME SUBSEQUENT TO ITS DATE.
THE PLAN
The following question and answer statements constitute the full provisions
of the Dividend Reinvestment and Stock Purchase Plan of Jefferson Savings
Bancorp, Inc.
1. WHAT IS THE PURPOSE OF THE PLAN?
The Plan offers shareholders of record a convenient and economical way to
increase their ownership of Common Stock. Once a participant is enrolled in the
Plan, cash dividends and/or optional cash payments made by the participant will
be used to purchase additional shares of Common Stock (both whole and fractional
shares). The Corporation shall, at its sole option, direct that the Common Stock
be purchased from time to time from the Corporation directly or in the market or
in private transactions. Participants pay no brokerage commissions or service
charges for purchases made under the Plan. To the extent that purchases of
Common Stock under the Plan are made from the Corporation, the Corporation will
be provided with additional capital for general corporate purposes.
2. WHO WILL ADMINISTER THE PLAN?
Boatmen's Trust Company, St. Louis, Missouri (the "Trust Company"), will
administer the Plan and serve as agent for the participants, in which capacity
it will make all open market purchases of shares for participants. The Trust
Company will keep a record of each shareholder's participation and send him or
her a quarterly statement of his or her account under the Plan. The Trust
Company will also function as custodian of shares purchased under the Plan. If
the Trust Company ceases to serve as agent and custodian, its successor will be
designated by the Corporation.
3. WHO IS ELIGIBLE TO PARTICIPATE IN THE PLAN?
All holders of record of shares of Common Stock are eligible to participate
in the Plan. In order to be eligible to participate, an owner of Common Stock
whose shares are registered in a name other than his or her own (for example,
the name of a broker or bank nominee) can become a shareholder of record by
having his or her shares transferred into his or her name, or by purchasing new
shares in his or her name. Otherwise, beneficial owners of the Company's Common
Stock whose shares are registered in names other than their own must make
appropriate arrangements for the record owner to participate on their behalf.
4. HOW DOES AN ELIGIBLE SHAREHOLDER PARTICIPATE?
An eligible shareholder may join the Plan at any time by completing an
Authorization Form and returning it to the Trust Company. Authorization Forms
will be furnished initially to all shareholders of record and at any time
thereafter upon request to the Trust Company.
If a current participant whose dividends are being reinvested wishes to begin
receiving dividends and investing only through the making of optional cash
payments, the participant must request and complete a new Authorization Form and
check the "Optional Cash Payments Only" box on the Form.
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5. WHEN MAY A SHAREHOLDER JOIN THE PLAN?
A shareholder of record may join the Plan at any time. If the completed
Authorization Form is received by the Trust Company before the record date for
the payment of the next dividend, then the dividend and/or any optional cash
payments received will be used to purchase additional shares of Common Stock. If
the completed Authorization Form is received after the record date for the next
dividend, the investments will not start until payment of the next following
dividend. The record dates will normally be approximately one month prior to the
dividend payment dates.
6. WHAT DOES THE AUTHORIZATION FORM PROVIDE?
The Authorization Form directs the Corporation to pay the Trust Company, as
the agent for participants, all cash dividends on the Common Stock registered in
their names and on shares credited to their Plan accounts. The Authorization
Form also directs the Trust Company to use these cash dividends, together with
any optional cash payments, to purchase shares of Common Stock. If the "Optional
Cash Payments Only" box on the Authorization Form is checked, the Corporation
will continue to pay cash dividends to the participant on shares registered in
his or her name in the usual manner, but will apply any optional cash payment
received and dividends thereafter credited to the participant's Plan account to
the purchase of additional shares of Common Stock under the Plan.
7. WILL CERTIFICATES BE ISSUED FOR SHARES OF COMMON STOCK HELD UNDER THE PLAN?
Normally, certificates for shares purchased under the Plan will not be issued
to participants in their names, but will be registered in the name of the Trust
Company or its nominee. Upon a participant's written request to the Trust
Company, however, certificates for any number of whole shares credited to his or
her Plan account will be registered in the participant's name and a certificate
issued to the participant. Certificates for fractional shares will not be
issued. Any whole shares and fractional shares not requested to be registered in
a participant's name will continue to be credited to the participant's Plan
account, and all dividends on shares in the Plan account will continue to be
reinvested. Dividends on the shares registered thereafter in the participant's
name will be reinvested only if the participant is already reinvesting dividends
on shares held in his or her name or, if he or she is not, upon receipt by the
Trust Company of a completed Authorization Form directing such reinvestment.
Shares of Common Stock credited to a participant's account under the Plan may
not be pledged or assigned by the participant. If the participant should wish to
pledge or assign such shares, he or she must request that a certificate for the
shares be issued in his or her name.
8. WHAT IS THE CUSTODY FEATURE OF THE PLAN?
Under the custody feature of the Plan, a participant may deliver to the Trust
Company his or her other certificates for shares of Common Stock for custody and
safekeeping, free of charge. Shares represented by such certificates will be
credited as accrued shares held in each participant's account under the Plan,
and dividends on such shares will be reinvested under the terms of the Plan. To
deposit a certificate, a participant must submit to the Trust Company a signed
letter of transmittal accompanied by that certificate. A form of letter of
transmittal may be obtained from the Trust Company. Shares previously deposited
for safekeeping may be withdrawn at any time by notifying the Trust Company in
writing, but such withdrawal will not affect the reinvestment of dividends on
those shares unless the participant otherwise terminates his or her
participation in the Plan. BECAUSE EACH PARTICIPANT BEARS THE RISK OF LOSS IN
SENDING STOCK CERTIFICATES TO THE TRUST COMPANY, IT IS RECOMMENDED THAT
CERTIFICATES TRANSMITTED TO THE TRUST COMPANY FOR CUSTODY AND SAFEKEEPING BE
SENT BY REGISTERED MAIL, RETURN RECEIPT REQUESTED, AND PROPERLY INSURED.
9. MAY A PARTICIPANT CHANGE HIS OR HER METHOD OF PARTICIPATION AFTER ENROLLMENT?
Yes. If a participant elects to participate in the optional cash payment
feature only but later decides to enroll in the dividend reinvestment feature,
an additional Authorization Form must be completed and returned to the Trust
Company. If a participant elects to participate through the reinvestment of
dividends but later decides to participate only through the optional cash
payment feature, an additional Authorization Form must be requested, completed
and returned
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to the Trust Company, but such Authorization Form must be received on or before
the record date preceding the next dividend payment date in order to stop the
reinvestment of dividends payable on that date. It should be remembered that
even if the participant is enrolled in the optional cash payment feature only,
the Corporation will reinvest dividends on shares thereafter credited to the
participant's Plan account.
10. HOW ARE OPTIONAL CASH PAYMENTS MADE?
An optional cash payment may be made by a shareholder by sending to the
Trust Company a completed Optional Cash Payment Form and a CHECK OR MONEY ORDER
payable to the Trust Company as custodian under the Plan. Upon receipt thereof,
the Trust Company will send the participant a Cash Payment Acknowledgement and a
replacement Optional Cash Payment Form. Additional forms may be obtained from
the Trust Company on request.
Cash payments are limited to a minimum of $100 per payment and a maximum of
$10,000 per quarter. The same amount of cash need not be sent each quarter and
there is no obligation to make an optional cash payment in any quarter. Cash
received from a participant more than two business days prior to a dividend
payment date will be used to purchase shares of Common Stock as described under
Question 11. No interest will be paid on optional cash payments.
11. MAY AN OPTIONAL CASH PAYMENT ALREADY SENT IN BE WITHDRAWN?
Yes. Withdrawal of an optional cash payment may be accomplished by sending
to the Trust Company written notice of intention to make such withdrawal;
provided, however, that the Trust Company receives such notice more than two
business days prior to the next dividend payment date.
12. WHEN WILL PURCHASES OF THE SHARES BE MADE?
Dividends and optional cash payments used to purchase shares from the
Corporation will be reinvested and credited to participants' accounts on the
dividend payment date. Dividends and optional cash payments used to make
purchases in the market or in private transactions will be invested as soon as
practicable on or after the dividend payment date, but no later than 30 days
after the dividend payment date.
13. WHAT IS THE PRICE OF THE SHARES PURCHASED?
If the Corporation, at its option, directs the Trust Company to purchase
part or all of the shares of Common Stock in the market or in private
transactions, the price of the shares purchased by the participants shall be the
actual purchase price, exclusive of brokerage commissions and expenses. The
price of the shares purchased by participants directly from the Corporation will
equal the average of the high and low prices for shares of Common Stock on the
dividend payment date, as reported on the Nasdaq Stock Market or such other
system as may supersede it, reduced by a discount of 2%. The discount may be
reduced below 2% or discontinued at the discretion of the Company after a review
of current market conditions, the level of participation in the Plan and the
Company's projected capital needs. If the dividend payment date is not a trading
day for the Nasdaq market makers, the average of the high and low prices for a
share of Common Stock on the next preceding trading day will be used to
determine the purchase price. No shares will be sold by the Corporation under
the Plan at a price less than the par value.
14. HOW MANY SHARES WILL BE PURCHASED FOR A PARTICIPANT?
The number of shares purchased will depend on the amount of a participant's
cash dividend and/or the amount of any optional cash payments and the purchase
price of Common Stock. Each participant's account will be credited by the number
of shares purchased (including a fractional share to four decimal places) as
determined by dividing the total amount invested by the purchase price.
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15. ARE ANY FEES OR EXPENSES INCURRED BY PARTICIPANTS IN THE PLAN?
Participants will pay no brokerage commissions, expenses or service charges
for purchases made under the Plan, but will be responsible for brokerage
commissions and applicable transfer taxes related to sales of shares in a
participant's Plan account (Please refer to Question 19). All administrative
costs of the Plan are paid by the Corporation.
16. HOW DOES A PARTICIPANT WITHDRAW FROM THE PLAN?
The participant or the participant's authorized agent must notify the Trust
Company in writing in order to withdraw from the Plan. Following receipt by the
Trust Company of notice of withdrawal of a participant, certificates of whole
shares credited to the participant's Plan account will be delivered to the
participant by the Trust Company. A cash payment will be made for any fraction
of a share. The amount of the cash payment for a fractional share will be based
on the closing trade price for the Common Stock as reported on the Nasdaq on the
date the withdrawal notice is received by the Trust Company.
17. WHEN MAY A PARTICIPANT WITHDRAW FROM THE PLAN?
A participant may withdraw from the Plan at any time, upon written
notification signed by the participant delivered to the Trust Company.
If a participant's notice of withdrawal is received by the Trust Company
prior to the record date for the next dividend, the amount of the cash dividend
and/or any optional cash payments which would otherwise have been invested with
respect to that dividend payment date will be sent to the participant. All
subsequent dividends will be sent to the former participant unless he or she re-
enrolls in the Plan.
If a participant's notice of withdrawal is received by the Trust Company on
or after the record date, the dividend paid on the dividend payment date and/or
any optional cash payments received will be used to purchase shares under the
Plan. After the dividend payment date, the participant will receive a
certificate for the whole shares in the participant's Plan account and a cash
payment for any fractional share. All subsequent dividends will be sent to
former participant unless he or she re-enrolls in the Plan.
Death of a participant will not automatically constitute termination of
participation in and withdrawal from the Plan. An authorized representative of
the estate of the participant must provide the Trust Company with the notice
described under Question 15 to effect a withdrawal.
18. WHAT HAPPENS IF THE CORPORATION ISSUES A STOCK DIVIDEND OR DECLARES A STOCK
SPLIT?
Any shares distributed by the Corporation as a stock dividend on shares
credited to a Plan account, or on any split of such shares, will be credited to
the Plan account. Stock dividend or split shares distributed by the Corporation
on any shares registered in a participant's name (and not held in a Plan
account) will be issued directly to the participant in the same manner as to
shareholders who are not participating in the Plan.
19. HOW CAN SHARES IN A PARTICIPANT'S PLAN ACCOUNT BE SOLD?
The Trust Company will, as soon as practicable after receipt of a
participant's written request, sell in the open market all or a portion of the
whole shares of Common Stock in such participant's Plan account and forward the
proceeds, less brokerage commissions and any applicable transfer taxes, to the
participant. Neither the Trust Company nor the Corporation can provide any
assurances with respect to the price at which such shares will be sold or
whether a willing buyer for such shares can be found at the time the participant
wishes to sell. The minimum number of shares a participant may sell under this
feature is 100, unless the participant is also terminating all participation in
the plan.
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20. WHAT HAPPENS WHEN A PARTICIPANT SELLS OR TRANSFERS ALL OF THE SHARES
REGISTERED IN HIS OR HER NAME?
If a participant disposes of all shares registered in his or her name
(those for which the participant holds certificates), the Trust Company will, so
long as the participant has at least one full share credited to his or her Plan
account, continue to reinvest the dividends on the shares credited to the
participant's Plan account until the participant notifies the Trust Company in
writing that he or she wishes to withdraw. If less than one full share is
credited to a participant's Plan account, and no shares are registered in his or
her name, a check will be sent to the participant for any fractional share and
his or her account will be closed. Optional cash payments may continue to be
made by a participant as long as there is at least one full share credited to
his or her account or registered in his or her name.
21. WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF PARTICIPATION IN THE PLAN?
A participant in the Plan on whose behalf shares of Common Stock have been
purchased with reinvested dividends will realize a taxable dividend (i) in an
amount equal to the cash dividend if the stock is purchased on the open market
and (ii) in an amount equal to the fair market value of the shares of Common
Stock credited to his account on the date the cash dividend is paid if the
Common Stock is purchased from the Corporation. If shares of Common Stock are
purchased on the open market (whether purchased with reinvested dividends or
optional cash payments), the Internal Revenue Service has ruled that a
participant will be treated as having received a taxable dividend, in addition
to the amount of the dividend described above, equal to the participant's share
of the brokerage commissions, service charges and other fees, if any, paid by
the Corporation in connection with the purchases of such shares of Common Stock.
No taxable income should be realized on account of shares of Common Stock
purchased under the Plan with optional cash payments.
The tax basis of shares of Common Stock purchased with reinvested dividends
will be the purchase price paid by such Participant for such shares of Common
Stock. The tax basis of shares of Common Stock purchased with optional cash
payments will be the purchase price paid by such participant for such shares of
Common Stock. The tax basis of shares of Common Stock purchased in open market
transactions will include the participant's share of any such brokerage
commissions, service charges or fees payable by the Corporation with respect to
such purchases. The Trust Company will inform participants of the amount of such
commissions, service charges or other fees, if any, allocable to purchases for
their account.
The holding period for shares of Common Stock credited to a participant's
account pursuant to the dividend reinvestment aspect of the Plan will begin on
the day following the date the shares of Common Stock are purchased. The holding
period for shares of Common Stock credited to a participant's account pursuant
to the optional cash payment aspect of the Plan will begin on the day following
the date of purchase.
A participant will not recognize any taxable income when certificates are
issued to the participant for shares of Common Stock credited to the
participant's account, either upon the participant's request for certificates or
upon withdrawal from or termination of the Plan.
A participant will recognize gain or loss when whole shares of Common
Stock, fractional shares of Common Stock or stock rights held in his account are
sold or exchanged by the Agent on behalf of the participant or when the
participant sells his or her shares of Common Stock after withdrawal from or
termination of the Plan. The character of such gain or loss will depend on the
circumstances of each participant. The amount of such gain or loss will be the
difference between the amount that the participant receives for the shares of
Common Stock and the participant's tax basis in such shares of Common Stock. No
taxable income will be realized when a participant, pursuant to the
participant's request or upon his or her withdrawal from the Plan, receives
certificates for the shares credited to his or her Plan account. A participant
who, upon withdrawal from the Plan, receives a cash adjustment for a fractional
share in his or her Plan account, may recognize taxable income with respect to
the sale of such fraction. The amount of the income or loss and its character
will depend upon the circumstances of each participant.
If a participant is subject to federal income tax withholding on dividends
received from the Corporation or on proceeds from the redemption, sale or
exchange of shares acquired under the Plan, including backup withholding of 31%
on payments made to persons other than corporations and other exempt entities
and withholding of 30% (or a lesser rate)
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on payments made to non-U.S. persons, the Corporation will deduct the amount
required to be withheld from such dividends or proceeds before applying such
dividends to the purchase of shares under the Plan or releasing such proceeds to
the participant. Payment of dividends and proceeds to nonexempt persons and
amounts, if any, of tax withheld will be reported to the United States Internal
Revenue Service by the Corporation as required by law.
All participants are urged to consult their own tax advisors to determine
the particular tax consequences which may result from their participation in the
Plan and the subsequent disposal by them of shares of Common Stock purchased
pursuant to the Plan.
22. WHAT PROVISION IS MADE FOR FOREIGN SHAREHOLDERS SUBJECT TO UNITED STATES
INCOME TAX WITHHOLDING?
In the case of foreign shareholders who elect to have their dividends
reinvested and whose dividends are subject to United States income tax
withholding, the Trust Company will invest in shares of Common Stock an amount
equal to the dividends of such foreign participants less the amount of tax
required to be withheld. The quarterly statement of account confirming purchases
made by the Trust Company for such foreign participants will indicate the net
dividend payment invested.
Optional cash payments received from foreign shareholders must be in United
States dollars and will be invested in the same way as optional cash payments
from other participants.
23. HOW WILL A PARTICIPANT'S SHARES HELD UNDER THE PLAN BE VOTED AT MEETINGS OF
SHAREHOLDERS?
For each meeting of shareholders, participants will receive proxies which
will enable them to vote shares registered in their names plus shares registered
in the name of the Trust Company or its nominee and credited to their accounts
under the Plan. No shares registered in the name of the Trust Company or its
nominee as custodian for Plan participants will be voted unless proxies from
Plan participants have been received for the shares or the participant votes in
person at the meeting. If the participant desires to vote in person at the
meeting, a proxy for shares credited to his or her account under the Plan may be
obtained upon written request received by the Trust Company at least ten days
before the meeting.
If no instructions are received on a returned proxy card or instruction
form, properly signed, with respect to any item thereon, all of participant's
shares - those registered in his or her name, if any, and those credited to his
or her account under the Plan - will be voted in the same manner as non-
participating shareholders who return signed proxies and do not provide
instructions, that is, in accordance with the recommendations of the
Corporation's management. If the proxy card of instruction form is not returned
or if it is returned unsigned, none of the participant's shares will be voted
unless the participant votes in person.
24. WHO INTERPRETS AND REGULATES THE PLAN?
The Corporation reserves the right to interpret and regulate the Plan as
deemed desirable or necessary. The Corporation, the Trust Company, or any other
agent administering the Plan will not be liable for any act done in good faith
or for any omission to act in good faith.
Each participant should recognize that the Corporation cannot assure a
profit or protect a participant against a loss on the shares purchased under the
Plan.
25. MAY THE PLAN BE MODIFIED OR DISCONTINUED?
The Corporation reserves the right to suspend, modify or terminate the Plan
at any time. Any suspension, material modification or termination of the Plan
will be announced by the Corporation to all participants in the Plan.
Termination of the Plan will have the same effect and be accomplished as to each
participant in the same manner as if the participant had completely withdrawn
from participation in the Plan.
8
<PAGE>
26. WHAT KINDS OF REPORTS WILL BE SENT TO PARTICIPANTS IN THE PLAN?
Each participant in the Plan will receive a statement of his or her account
[each quarter] showing amounts invested, purchase prices, number of shares
purchased and other information for that quarter. These statements are a
participant's records of the cost of his or her purchases and should be retained
for income tax purposes. In addition, each participant will receive the same
communications sent to every holder of shares of Common Stock, including the
Corporation's annual reports to shareholders, notices of meetings, proxy
statements and proxies.
27. WHERE SHOULD COMMUNICATIONS REGARDING THE PLAN BE DIRECTED?
Participants should direct all correspondence and inquiries relating to the
Plan to the Trust Company, as follows:
Boatmen's Trust Company
Corporate Trust Department
P.O. Box 14768
St. Louis, Missouri 63178-4768
Telephone: (314) 466-1357
(800) 456-9852
Facsimile: (314) 466-2425
USE OF PROCEEDS
No determination has been made as to the specific uses of the proceeds from
the sale of the shares of Common Stock herein being offered by the Corporation,
in part because the Corporation has no precise method of estimating the number
of shares that will be sold over the duration of the Plan, the timing of the
sales of shares, or the prices at which the shares will be sold. Probable uses
of proceeds include capital contributions to the Corporation's subsidiaries,
future capital expenditures or possible acquisitions of additional banks or
other businesses. Pending the application of such proceeds to the purposes
stated above, they may be invested in short-term money market or other short-
term instruments.
EXPERTS
The consolidated financial statements of the Corporation for the year ended
December 31, 1995 incorporated by reference in its Annual Report (Form 10-K)
have been audited by KPMG Peat Marwick LLP, independent auditors, as set forth
in their report thereon included therein and incorporated herein by reference.
Such consolidated financial statements are incorporated herein by reference in
reliance upon such report given upon the authority of such firm as experts in
auditing and accounting.
LEGAL MATTERS
The legality of the securities offered hereby will be passed upon for the
Corporation by Lewis, Rice & Fingersh, L.C., St. Louis, Missouri. Members of,
and attorneys employed by, Lewis, Rice & Fingersh, L.C., owned directly or
indirectly as of May 14, 1996, approximately 2,940 shares of Common Stock.
COMMISSION POSITION ON INDEMNIFICATION
Article XVII of the Corporation's Certificate of Incorporation provides
that it shall indemnify its directors and certain of its officers, to the full
extent permitted by applicable Delaware law, from expenses, fines, judgments and
other amounts incurred by them in connection with suits or proceedings against
them.
9
<PAGE>
Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended (the "Securities Act"), may be permitted to directors,
officers or persons controlling the Corporation pursuant to the foregoing
provisions, the Corporation has been informed that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act and is therefore unenforceable.
10
<PAGE>
PART II
-------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the estimated expense in connection with the
issuance and distribution of the securities described in the Registration
Statement:
Securities Act Registration Fee..................$1,655.18
"Blue Sky" Registration Fees.......................$500.00*
Legal Fees and Expenses..........................$7,500.00*
Printing and Typesetting Expenses................$6,300.00*
Miscellaneous Expenses...........................$1,500.00*
Total.....................................$17,455.18
* Indicates estimated fees or expenses.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Corporation's directors, officers, employees and agents have certain
rights of indemnification provided under Article XVII of the Corporation's
Certificate of Incorporation and Section 145 of the General Corporation Law of
the State of Delaware ("Delaware Corporation Law").
Section 145 of the Delaware Corporation Law provides that a director,
officer, employee or agent of a Delaware corporation who was or is a party or
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding (a) must be indemnified by the corporation for all expenses
of such litigation which are actually and reasonably incurred when he is
successful on the merits or otherwise in defense of an action; (b) may be
indemnified by the corporation for expenses actually and reasonably incurred,
judgments, fines and amounts paid in settlement of such litigation (other than a
suit by or in the right or the corporation), even if he or she is not successful
on the merits, if he or she acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of the
corporation (and in the case of a criminal proceeding, had no reason to believe
his or her conduct was unlawful); and (c) may be indemnified by the corporation
for expenses of a suit by which are actually and reasonably incurred by or in
the right of the corporation, even if he or she is not successful on the merits,
if he or she acted in good faith and in a manner he or she reasonably believed
to be in or not opposed to the best interests of the corporation, provided, that
no such indemnification may be made if such person is found liable to the
corporation unless a court determines, in view of all the circumstances, that he
or she is fairly and reasonably entitled to indemnification.
Section 145 of the Delaware Corporation Law also empowers a corporation to
advance litigation expenses to a director, officer, employee or agent upon
receipt of an undertaking by such person to repay the amount advanced if it is
ultimately determined that he or she is not entitled to indemnification.
The Delaware indemnification statute described above also provides that the
indemnification and advancement of expenses provisions of such statute are not
exclusive of any rights an individual may have under any by-law, agreement, vote
of shareholders or disinterested directors or otherwise. In addition, the
corporation retains the power to purchase and maintain liability insurance
covering such persons, whether or not the corporation would have the power to
indemnify him or her against such liability.
II-1
<PAGE>
Article XVII of the Corporation's Certificate of Incorporation contain
provisions which are substantially similar to Section 145 of the Delaware
Corporation Law described above, but such provisions make mandatory the
permissive indemnification and advancement of expenses provisions of the
statute. Article XVII further provides that, the indemnification provided by
such articles shall be deemed to be a contract between the Corporation and the
persons entitled to indemnification thereunder, and any repeal or modification
of such Article shall not affect any rights or obligations then existing with
respect to any state of facts then or theretofore existing or any action, suit
or proceeding theretofore or thereafter brought based in whole or in part upon
any such state of facts. The indemnification and advance payments provided for
in Article XVII shall continue as to a person who has ceased to hold a position
as a director, officer, employee or agent and shall inure to his or her heirs,
executors and administrators. Article XVII further provides that if it or any
portion thereof shall be invalidated on any ground by any court of competent
jurisdiction, the Corporation shall nevertheless indemnify each director,
officer, employee, and agent of the Corporation as to costs, charges, and
expenses (including attorneys' fees), judgments, fines, and amounts paid in
settlement with respect to any action, suit, or proceeding, whether civil,
criminal, administrative, or investigative, including an action by or in the
right of the Corporation to the full extent permitted by any applicable portion
of Article XVII that shall not have been invalidated and to the full extent
permitted by applicable law.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling the Corporation
pursuant to the foregoing provisions, the Corporation has been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is therefore
unenforceable.
ITEM 16. EXHIBITS.
The following exhibits are filed as part of this Registration Statement or
incorporated by reference herein:
(4)(a) Certificate of Incorporation of Jefferson Savings Bancorp,
Inc.;
(4)(b) Bylaws of Jefferson Savings Bancorp, Inc.;
(4)(c) Rights Agreement, dated August 17, 1994, between Jefferson
Savings Bancorp, Inc. and Boatmen's Trust Company;
(5) Opinion of Lewis, Rice & Fingersh, L.C., re: legality;
(23)(a) Consent of KPMG Peat Marwick LLP;
(23)(b) Consent of Lewis, Rice & Fingersh, L.C. (in opinion re:
legality);
(24) Powers of Attorney executed by directors of registrant.
ITEM 17. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) to include any prospectus required by section 10(a)(3) of
the Securities Act;
(ii) to reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement; and
II-2
<PAGE>
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8 and the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended (the
"Securities Act"), the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-3 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Ballwin, State of
Missouri, on July 26, 1996.
JEFFERSON SAVINGS BANCORP, INC.
By /s/ David V. McCay
-----------------------------------------
David V. McCay
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in their respective
capacities on July 26, 1996.
Name Title
- - ----------------------------------
/s/ David V. McCay Chairman of the Board,
- - ------------------------- President and Chief Executive
David V. McCay Officer and Director (principal
Executive officer)
/s/ Paul J. Milano Senior Vice President and
- - ------------------------- Chief Financial Officer
Paul J. Milano (principal financial and
accounting officer)
/s/ Frank C. Bick Director
- - -------------------------
Frank C. Bick
/s/ William W. Canfield Director
- - -------------------------
William W. Canfield
/s/ Lloyd D. Doerflinger Director
- - -------------------------
Lloyd D. Doerflinger
/s/ Dorian D. Magwitz Director
- - -------------------------
Dorian D. Magwitz
II-4
<PAGE>
/s/ Forrest W. Miller Director
- - -------------------------
Forrest W. Miller
/s/ Edward G. Throop Director
- - -------------------------
Edward G. Throop
II-5
<PAGE>
JEFFERSON SAVINGS BANCORP, INC.
FORM S-3 REGISTRATION STATEMENT
<TABLE>
<CAPTION>
Exhibit Index
Reg. S-K
Item 601
Exhibit No. Exhibit Page
- - ----------- ------- ----
<S> <C> <C>
(4)(a) Certificate of Incorporation (incorporated herein by
reference from Registration Statement on Form S-1 filed
December 23, 1992 (File No. 33-56324))
(4)(b) Bylaws (incorporated herein by reference from Registration
Statement on Form S-1 filed December 23, 1992 (File No.
33-56324))
(4)(c) Rights Agreement, dated August 17, 1994, between Jefferson
Savings Bancorp, Inc. and Boatmen's Trust Company
(incorporated herein by reference from Registration
Statement on Form 8-A, filed August 19, 1994.)
(5) Opinion of Lewis, Rice & Fingersh, L.C., re: legality...................
(23)(a) Consent of KPMG Peat Marwick LLP .......................................
(23)(b) Consent of Lewis, Rice & Fingersh, L.C. (in legality Opinion)
24 Powers of Attorney .....................................................
</TABLE>
<PAGE>
EXHIBIT 5
<PAGE>
LEWIS, RICE & FINGERSH
A LIMITED LIABILITY COMPANY
ATTORNEYS AT LAW
500 N. BROADWAY, SUITE 2000
ST. LOUIS, MISSOURI 63102-2147
TEL (314) 444-7600
FAX (314) 241-6056
July 26, 1996
Jefferson Savings Bancorp, Inc.
14915 Manchester Road
Ballwin, Missouri 63011
RE: REGISTRATION STATEMENT ON FORM S-3
Dear Sirs:
In connection with a certain Registration Statement on Form S-3 (the
"Registration Statement") filed with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended (the "Act"), and the rules
and regulations promulgated thereunder, you have requested that we furnish you
our opinion as to the legality of the shares of the common stock, $0.01 par
value (the "Common Stock"), of Jefferson Savings Bancorp, Inc. (the "Company")
registered thereunder, which Common Stock is to be issued pursuant to the
Company's Dividend Reinvestment and Stock Purchase Plan as set forth in the
Registration Statement.
As counsel to the Company, we have participated in the preparation of the
Registration Statement. We have examined and are familiar with the Company's
Certificate of Incorporation, Bylaws, as amended, records of corporate
proceedings and such other information and documents as we have deemed necessary
or appropriate.
Based upon the foregoing, we are of the opinion that the Common Stock has
been duly authorized and will, when issued as contemplated in the Registration
Statement and the Merger Agreement, be validly issued, fully paid and non-
assessable.
We consent to the use of this opinion as an Exhibit to the Registration
Statement.
Very truly yours,
LEWIS, RICE & FINGERSH, L.C.
/s/ Lewis, Rice & Fingersh
ST. LOUIS, MISSOURI . KANSAS CITY, MISSOURI . CLAYTON, MISSOURI . WASHINGTON,
MISSOURI . BELLEVILLE, ILLINOIS . HAYS, KANSAS . LEAWOOD, KANSAS
<PAGE>
EXHIBIT 23(a)
<PAGE>
Independent Auditors' Consent
-----------------------------
The Board of Directors
Jefferson Savings Bancorp, Inc.:
We consent to incorporation by reference in the registration statement on Form
S-3 of Jefferson Savings Bancorp, Inc. of our report dated March 15, 1996,
relating to the consolidated balance sheets of Jefferson Savings Bancorp, Inc.
and subsidiaries as of December 31, 1994 and 1995, and the related consolidated
statements of income, stockholders' equity, and cash flows for each of the years
in the three-year period ended December 31, 1995, which report is incorporated
by reference in the December 31, 1995 annual report on Form 10-K of Jefferson
Savings Bancorp, Inc., and to the reference to our firm under the heading
"Experts" contained in the prospectus.
/s/ KPMG Peat Marwick LLP
St. Louis, Missouri
July 25, 1996
<PAGE>
EXHIBIT 24
<PAGE>
POWER OF ATTORNEY
1933 ACT REGISTRATION STATEMENTS
of
JEFFERSON SAVINGS BANCORP, INC.
KNOW ALL MEN BY THESE PRESENTS, That the person whose signature appears
below hereby constitutes and appoints DAVID V. MCCAY, PAUL J. MILANO and GARY G.
HONERKAMP, and each of them, the true and lawful attorneys-in-fact and agents
for him and in his name, place or stead, in any and all capacities, to sign and
file, or cause to be signed and filed, with the Securities and Exchange
Commission (the "Commission"), any registration statement or statements on Form
S-3 under the Securities Act of 1933, as amended, relating to the issuance of
common stock of Jefferson Savings Bancorp, Inc. in connection with its Dividend
Reinvestment and Stock Purchase Plan, and any and all amendments and supplements
thereto, before or after effectiveness of such statements, and any and all other
documents required to be filed with the Commission in connection therewith,
granting unto said attorneys-in-fact and agents, full power and authority to do
and perform each and every act and thing requisite and necessary to be done as
fully and to all intents and purposes as the undersigned might or could do in
person, and ratifying and confirming all that said attorneys-in-fact and agents
may lawfully do or cause to be done by virtue hereof.
Dated: April 17, 1996
/s/ Frank C. Bick
-----------------------------
Frank C. Bick
<PAGE>
POWER OF ATTORNEY
1933 ACT REGISTRATION STATEMENTS
of
JEFFERSON SAVINGS BANCORP, INC.
KNOW ALL MEN BY THESE PRESENTS, That the person whose signature appears
below hereby constitutes and appoints DAVID V. MCCAY, PAUL J. MILANO and GARY G.
HONERKAMP, and each of them, the true and lawful attorneys-in-fact and agents
for him and in his name, place or stead, in any and all capacities, to sign and
file, or cause to be signed and filed, with the Securities and Exchange
Commission (the "Commission"), any registration statement or statements on Form
S-3 under the Securities Act of 1933, as amended, relating to the issuance of
common stock of Jefferson Savings Bancorp, Inc. in connection with its Dividend
Reinvestment and Stock Purchase Plan, and any and all amendments and supplements
thereto, before or after effectiveness of such statements, and any and all other
documents required to be filed with the Commission in connection therewith,
granting unto said attorneys-in-fact and agents, full power and authority to do
and perform each and every act and thing requisite and necessary to be done as
fully and to all intents and purposes as the undersigned might or could do in
person, and ratifying and confirming all that said attorneys-in-fact and agents
may lawfully do or cause to be done by virtue hereof.
Dated: April 17, 1996
/s/ William W. Canfield
-----------------------------
William W. Canfield
<PAGE>
POWER OF ATTORNEY
1933 ACT REGISTRATION STATEMENTS
of
JEFFERSON SAVINGS BANCORP, INC.
KNOW ALL MEN BY THESE PRESENTS, That the person whose signature appears
below hereby constitutes and appoints DAVID V. MCCAY, PAUL J. MILANO and GARY G.
HONERKAMP, and each of them, the true and lawful attorneys-in-fact and agents
for him and in his name, place or stead, in any and all capacities, to sign and
file, or cause to be signed and filed, with the Securities and Exchange
Commission (the "Commission"), any registration statement or statements on Form
S-3 under the Securities Act of 1933, as amended, relating to the issuance of
common stock of Jefferson Savings Bancorp, Inc. in connection with its Dividend
Reinvestment and Stock Purchase Plan, and any and all amendments and supplements
thereto, before or after effectiveness of such statements, and any and all other
documents required to be filed with the Commission in connection therewith,
granting unto said attorneys-in-fact and agents, full power and authority to do
and perform each and every act and thing requisite and necessary to be done as
fully and to all intents and purposes as the undersigned might or could do in
person, and ratifying and confirming all that said attorneys-in-fact and agents
may lawfully do or cause to be done by virtue hereof.
Dated: April 17, 1996
/s/ Lloyd D. Doerflinger
-------------------------------
Lloyd D. Doerflinger
<PAGE>
POWER OF ATTORNEY
1933 ACT REGISTRATION STATEMENTS
of
JEFFERSON SAVINGS BANCORP, INC.
KNOW ALL MEN BY THESE PRESENTS, That the person whose signature appears
below hereby constitutes and appoints DAVID V. MCCAY, PAUL J. MILANO and GARY G.
HONERKAMP, and each of them, the true and lawful attorneys-in-fact and agents
for him and in his name, place or stead, in any and all capacities, to sign and
file, or cause to be signed and filed, with the Securities and Exchange
Commission (the "Commission"), any registration statement or statements on Form
S-3 under the Securities Act of 1933, as amended, relating to the issuance of
common stock of Jefferson Savings Bancorp, Inc. in connection with its Dividend
Reinvestment and Stock Purchase Plan, and any and all amendments and supplements
thereto, before or after effectiveness of such statements, and any and all other
documents required to be filed with the Commission in connection therewith,
granting unto said attorneys-in-fact and agents, full power and authority to do
and perform each and every act and thing requisite and necessary to be done as
fully and to all intents and purposes as the undersigned might or could do in
person, and ratifying and confirming all that said attorneys-in-fact and agents
may lawfully do or cause to be done by virtue hereof.
Dated: April 17, 1996
/s/ Dorian D. Magwitz
------------------------------
Dorian D. Magwitz
<PAGE>
POWER OF ATTORNEY
1933 ACT REGISTRATION STATEMENTS
of
JEFFERSON SAVINGS BANCORP, INC.
KNOW ALL MEN BY THESE PRESENTS, That the person whose signature appears
below hereby constitutes and appoints DAVID V. MCCAY, PAUL J. MILANO and GARY G.
HONERKAMP, and each of them, the true and lawful attorneys-in-fact and agents
for him and in his name, place or stead, in any and all capacities, to sign and
file, or cause to be signed and filed, with the Securities and Exchange
Commission (the "Commission"), any registration statement or statements on Form
S-3 under the Securities Act of 1933, as amended, relating to the issuance of
common stock of Jefferson Savings Bancorp, Inc. in connection with its Dividend
Reinvestment and Stock Purchase Plan, and any and all amendments and supplements
thereto, before or after effectiveness of such statements, and any and all other
documents required to be filed with the Commission in connection therewith,
granting unto said attorneys-in-fact and agents, full power and authority to do
and perform each and every act and thing requisite and necessary to be done as
fully and to all intents and purposes as the undersigned might or could do in
person, and ratifying and confirming all that said attorneys-in-fact and agents
may lawfully do or cause to be done by virtue hereof.
Dated: April 17, 1996
/s/ Forrest W. Miller
--------------------------------
Forrest W. Miller
<PAGE>
POWER OF ATTORNEY
1933 ACT REGISTRATION STATEMENTS
of
JEFFERSON SAVINGS BANCORP, INC.
KNOW ALL MEN BY THESE PRESENTS, That the person whose signature appears
below hereby constitutes and appoints DAVID V. MCCAY, PAUL J. MILANO and GARY G.
HONERKAMP, and each of them, the true and lawful attorneys-in-fact and agents
for him and in his name, place or stead, in any and all capacities, to sign and
file, or cause to be signed and filed, with the Securities and Exchange
Commission (the "Commission"), any registration statement or statements on Form
S-3 under the Securities Act of 1933, as amended, relating to the issuance of
common stock of Jefferson Savings Bancorp, Inc. in connection with its Dividend
Reinvestment and Stock Purchase Plan, and any and all amendments and supplements
thereto, before or after effectiveness of such statements, and any and all other
documents required to be filed with the Commission in connection therewith,
granting unto said attorneys-in-fact and agents, full power and authority to do
and perform each and every act and thing requisite and necessary to be done as
fully and to all intents and purposes as the undersigned might or could do in
person, and ratifying and confirming all that said attorneys-in-fact and agents
may lawfully do or cause to be done by virtue hereof.
Dated: April 17, 1996
/s/ Edward G. Throop
------------------------------
Edward G. Throop
<PAGE>
POWER OF ATTORNEY
1933 ACT REGISTRATION STATEMENTS
of
JEFFERSON SAVINGS BANCORP, INC.
KNOW ALL MEN BY THESE PRESENTS, That the person whose signature appears
below hereby constitutes and appoints PAUL J. MILANO and GARY G. HONERKAMP, and
each of them, the true and lawful attorneys-in-fact and agents for him and in
his name, place or stead, in any and all capacities, to sign and file, or cause
to be signed and filed, with the Securities and Exchange Commission (the
"Commission"), any registration statement or statements on Form S-3 under the
Securities Act of 1933, as amended, relating to the issuance of common stock of
Jefferson Savings Bancorp, Inc. in connection with its Dividend Reinvestment and
Stock Purchase Plan, and any and all amendments and supplements thereto, before
or after effectiveness of such statements, and any and all other documents
required to be filed with the Commission in connection therewith, granting unto
said attorneys-in-fact and agents, full power and authority to do and perform
each and every act and thing requisite and necessary to be done as fully and to
all intents and purposes as the undersigned might or could do in person, and
ratifying and confirming all that said attorneys-in-fact and agents may lawfully
do or cause to be done by virtue hereof.
Dated: April 17, 1996
/s/ David V. McCay
------------------------------
David V. McCay
<PAGE>
POWER OF ATTORNEY
1933 ACT REGISTRATION STATEMENTS
of
JEFFERSON SAVINGS BANCORP, INC.
KNOW ALL MEN BY THESE PRESENTS, That the person whose signature appears
below hereby constitutes and appoints DAVID V. MCCAY and GARY G. HONERKAMP, and
each of them, the true and lawful attorneys-in-fact and agents for him and in
his name, place or stead, in any and all capacities, to sign and file, or cause
to be signed and filed, with the Securities and Exchange Commission (the
"Commission"), any registration statement or statements on Form S-3 under the
Securities Act of 1933, as amended, relating to the issuance of common stock of
Jefferson Savings Bancorp, Inc. in connection with its Dividend Reinvestment and
Stock Purchase Plan, and any and all amendments and supplements thereto, before
or after effectiveness of such statements, and any and all other documents
required to be filed with the Commission in connection therewith, granting unto
said attorneys-in-fact and agents, full power and authority to do and perform
each and every act and thing requisite and necessary to be done as fully and to
all intents and purposes as the undersigned might or could do in person, and
ratifying and confirming all that said attorneys-in-fact and agents may lawfully
do or cause to be done by virtue hereof.
Dated: April 17, 1996
/s/ Paul J. Milano
---------------------------------
Paul J. Milano
