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PROSPECTUS
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
Page
Available Information 2
Documents Incorporated by Reference 2
The Plan 3
Use of Proceeds 10
Experts 11
Legal Matters 11
Commission Position on Indemnification 11
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.
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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 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?
The Chase Manhattan Bank (the "Agent"), acts as agent for the
participating shareholders, and has designated its affiliate,
ChaseMellon Shareholder Services, L.L.C. to perform certain of the
administrative functions for the Plan including keeping records,
sending statements of account to participants and performing other
duties relating to the Plan. The Agent will also function as custodian
of shares purchased under the Plan. If the Agent 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
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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 Agent. Authorization Forms
will be furnished initially to all shareholders of record and at any
time thereafter upon request to the Agent.
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.
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 Agent 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 Agent, 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 Agent 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
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pay cash dividends to the participant on shares registered in his or her
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name in the usual manner, but will apply any optional cash payment
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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 Agent or its nominee. Upon a participant's written request
to the Agent, 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
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or her name or, if he or she is not, upon receipt by the Agent 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
Agent 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 Agent a signed letter of transmittal
accompanied by that certificate. A form of letter of transmittal may
be obtained from the Agent. Shares previously deposited for
safekeeping may be withdrawn at any time by notifying the Agent 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 Agent, it is
recommended that certificates transmitted to the Agent 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 Agent. 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
to the Agent, 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
Agent a completed Optional Cash Payment Form and a check or money
order payable to the Agent as custodian under the Plan. Upon receipt
thereof, the Agent will send the participant a Cash Payment
Acknowledgement and a replacement Optional Cash Payment Form.
Additional forms may be obtained from the Agent 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 12. No interest will
be paid on optional cash payments.
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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 Agent written notice of intention to make such
withdrawal; provided, however, that the Agent 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 Agent 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.
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
Agent in writing in order to withdraw from the Plan. Following receipt
by the Agent 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 Agent. A cash payment will be made
for any fraction of a share. The amount of the cash payment for a
fractional
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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 Agent.
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 Agent.
If a participant's notice of withdrawal is received by the Agent 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 Agent 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 Agent
with the notice described under Question 16 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 Agent 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 Agent 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.
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 Agent 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 Agent 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
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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 Agent 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.
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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) 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 Agent 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 Agent 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 Agent or its nominee and credited
to their accounts under the Plan. No shares registered in the name of
the Agent 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 Agent 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.
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The Corporation, the Agent, 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.
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 Agent, as follows:
ChaseMellon Shareholder Services
P.O. Box 3338
South Hackensack, New Jersey 07606-1938
Telephone: 1-888-213-0965
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.
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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.
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.
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