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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File No. 0-21466
JEFFERSON SAVINGS BANCORP, INC.
-------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 43-1625841
- -------------------------- -------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
14915 MANCHESTER ROAD, BALLWIN, MISSOURI 63011
- ----------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(314) 227-3000
Securities registered pursuant to Section 12(b) of the Act:
Not Applicable
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, PAR VALUE $.01 PER SHARE
--------------------------------------
(Title of class)
PREFERRED SHARE PURCHASE RIGHTS
-------------------------------
(Title of class)
Indicate by check mark whether the registrant (1) has filed all
reports required by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or such
shorter period that the registrant was required to file such
reports) and (2) has been subject to such filing requirements
for the past 90 days. Yes X No
____ ____
Indicate by check mark if disclosure of delinquent filers pur-
suant to Item 405 of Regulation S-K is not contained herein, and
will not be contained, to the best of registrant's know-ledge,
in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
As of March 15, 1999, the aggregate market value of the regis-
trant's voting stock held by non-affiliates was approximately
$82 million based on the closing sales price of $13.25 per share
of the registrant's Common Stock on such date as quoted on the
Nasdaq National MarketSM . For purposes of this calculation
only, it is assumed that directors, officers and beneficial
owners of more than 5% of the registrant's outstanding voting
stock are affiliates.
Number of shares of Common Stock outstanding as of March 15,
1999: 10,067,882
================================================================<PAGE>
<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
- ------------------------------------------------------------
DIRECTORS. The following table sets forth, for each
current director, his name, age as of December 31, 1998, the
year he first became a director of the Company's principal
subsidiary, Jefferson Heritage Bank (the "Bank") and the
expiration of his current term as a director of the Company.
Each of the Company's current directors (other than Mr. Miller
who was first elected a director in 1995) were initially
appointed as directors in 1992 in connection with the incor-
poration and organization of the Company. Each director of the
Company also is a member of the Board of Directors of the Bank.
There are no arrangements or understandings between the Company
and any director pursuant to which such person has been selected
as a director for director of the Company, and no director or
executive officer is related to any other director or executive
officer by blood, marriage or adoption.
<TABLE>
<CAPTION>
YEAR FIRST
ELECTED AS CURRENT
DIRECTOR OF TERM
NAME AGE THE BANK TO EXPIRE
- ---- --- ------------ ----------
<S> <C> <C> <C>
Frank C. Bick 72 1960 1999
William W. Canfield 60 1987 2000
Lloyd D. Doerflinger 63 1958 1999
Edward G. Throop 49 1985 2000
David V. McCay 56 1989 2001
Forrest W. Miller, Jr. 55 1995 2001
</TABLE>
Presented below is certain biographical information concern-
ing the Company's current directors. Unless otherwise stated,
all directors have held the positions indicated for at least the
past five years.
FRANK C. BICK - Mr. Bick is the Chairman of Bick Broad-
asting Company, which owns and operates three ratio stations in
the Hannibal, Missouri area and three ratio stations in Sedalia,
Missouri. He is the retired publisher of the St. Louis Suburban
Newspapers. He is a retired member of the St. Louis County
Board of Police Commissioners and has been active in Regional
Justice Information Systems.
WILLIAM W. CANFIELD - Mr. Canfield is the President of TALX
Corporation, St. Louis, Missouri, which is engaged in developing
and marketing interactive voice response systems.
LLOYD D. DOERFLINGER - Mr. Doerflinger currently is retired.
From 1988 until 1989, he was the acting President and Chief
Executive Officer of the Bank. He currently is active in
charitable and religious organizations in St. Louis and Florida.
EDWARD G. THROOP - Mr. Throop is President of C4 Corpora-
ion, a real estate development firm headquartered in
Chesterfield, Missouri. He is a member of the Chesterfield
Chamber of Commerce and the St. Louis Counts.
DAVID V. MCCAY - Mr. McCay is Chairman of the Board and
Chief Executive Officer of the Company and has been Chief
Executive Officer of the Bank since 1989. Prior to joining the
Bank, from 1973 to 1989, Mr. McCay was employed by the Boatmen's
National Bank of St. Louis, leaving as President - South Region
and head of the Indirect Lending/Leasing Division. Mr. McCay
has served in various capacities with numerous civic and
charitable organizations, including the South County Y.M.C.A.,
the American Cancer Society and the United Way.
2
<PAGE>
FORREST W. MILLER, JR. - Mr. Miller and his wife are the
owners of Royale Orleans Banquet Center. He is a past State
President of the Missouri Restaurant Association and is a former
President and Chairman of the Board of the St. Louis Chapter of
the Missouri Restaurant Association. He is currently active in
many civic and charitable organizations.
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
The following sets forth information including their ages as
of December 31, 1998 with respect to executive officers of the
Company who do not serve on the Board of Directors. Executive
officers are appointed annually by the Board of Directors.
JOE L. WILLIAMS, 48, became President and Chief Operating
Officer effective January, 1999 and was elected to the Bank's
board of directors on the same date. Prior to that time, Mr.
Williams had served as President of the Company's Texas
subsidiary, First Federal Savings Bank of North Texas ("First
Federal"), since 1997. Mr. Williams served as President of
Texas Heritage Savings Association/Banc from 1984 to 1996 when
it was merged into First Federal and served as Senior Vice
President of First Garland Savings, Garland, Texas from 1974 to
1984.
JAMES M. ALLISON, 46, was elected Senior Vice President and
Senior Operations Officer of the Company in November 1998. Mr.
Allison has over twenty years of retail banking, mortgage,
operations and information systems experience with a large,
Missouri-based bank holding company.
PAUL J. MILANO, 42, has served as Senior Vice President,
Treasurer, Chief Financial Officer and Senior Accounting Officer
of the Company since 1992. He joined the Bank as Chief
Accounting Officer in 1990 and has served as Senior Vice
President and Senior Accounting Officer of the Bank since
January 1992. Prior to joining the Bank, he served for nine
years with KPMG LLP, leaving in 1990 as Manager. He is a member
of the American Institute of Certified Public Accountants, the
Missouri Society of Certified Public Accountants and the
Financial Managers Society.
JOHN P. DEVES, 34, has served as Senior Vice President/Retail
Banking Division of the Company since 1994. Mr. Deves was hired
by the Bank in 1991 to assist in the divestiture of real estate
investments and real estate acquired through foreclosure. He
was elected Senior Vice President of the Bank in 1995. Mr.
Deves is responsible for the Retail Banking Division which net-
works the origination of real estate related loans, markets for
sale of deposit account products and promotes the sale of
investment services.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Pursuant to regulations promulgated under the Exchange Act,
the Company's officers and directors and all persons who own
more than 10% of the Common Stock ("Reporting Persons") are
required to file reports detailing their ownership and changes
of ownership in the Common Stock and to furnish the Company with
copies of all such ownership reports that are filed. Based
solely on the Company's review of the copies of such ownership
reports which it has received in the past fiscal year or with
respect to the past fiscal year, or written representations that
no annual report of changes in beneficial ownership were
required, the Company believes that during fiscal year 1998 and
prior fiscal years all Reporting Persons have complied with
these reporting requirements, except for Messrs. Bick, Deves and
Doerflinger who each filed one late Form 4, Mr. Milano who filed
two late Form 4s, Messrs. Honerkamp, and Schlecht who each filed
three late Form 4s, Mr. Throop who filed four late Form 4s and
Mr. Allison who did not timely file a Form 3. In each case
other than Mr. Allison, the required filing was made within six
days of the due date.
3
<PAGE>
<PAGE>
ITEM 11. EXECUTIVE COMPENSATION
- --------------------------------
SUMMARY COMPENSATION TABLE. The following table sets forth
the cash and noncash compensation for each of the last three
fiscal years awarded to or earned by the Chief Executive Officer
and each other executive officer of the Company whose salary and
bonus earned in fiscal year 1998 exceeded $100,000 for services
rendered in all capacities to the Company and its subsidiaries
(the "Named Executive Officers").
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION AWARDS
ANNUAL COMPENSATION ---------------------
------------------------------------ RESTRICTED SECURITIES
NAME AND FISCAL OTHER ANNUAL STOCK UNDERLYING ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION(1) AWARD(S) OPTIONS COMPENSATION(2)
- ----------------- ------ ------ ----- ---------------- --------------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
David V. McCay 1998 $276,666 $ -- $ -- -- -- $ 41,714
Chairman of the Board 1997 271,092 -- -- -- -- 65,184
and Chief Executive 1996 249,147 -- -- -- -- 43,656
Joe L. Williams 1998 140,000 -- -- -- -- 34,164
President and Chief 1997 128,566 -- -- -- -- 21,327
Operating Officer
Gary G. Honerkamp* 1998 116,000 -- -- -- -- 48,695
Senior Vice President 1997 113,702 -- -- -- -- 63,025
and Secretary 1996 104,852 -- -- -- -- 41,807
John D. Schlecht* 1998 110,000 -- -- -- -- 56,107
Senior Vice President/ 1997 107,702 -- -- -- -- 62,286
Senior Loan Officer 1996 98,867 -- -- -- -- 41,460
Paul J. Milano 1998 108,000 -- -- -- -- 39,412
Senior Vice President, 1997 105,700 -- -- -- -- 62,621
Treasurer, Chief 1996 96,480 -- -- - -- 41,452
Financial Officer and
Senior Accounting Officer
<FN>
- ----------------
* Messrs. Honerkamp and Schlecht retired effective December 31, 1998.
(1) Executive officers of the Company receive indirect compensation in the form of certain perquisites and
other personal benefits. In each case, the amount of such benefits received by each Named Executive
Officer in fiscal years 1998, 1997 and 1996 did not exceed 10% of the Named Executive Officer's salary and
bonus.
(2) For fiscal year 1998, all other compensation consisted of $4,800, $4,200, $3,480, $3,000 and $3,240 in
Company matching contributions to the 401(k) Plan on behalf of Messrs. McCay, Williams, Honerkamp, Schlecht
and Milano, respectively, and $36,914, $29,964, $36,290, $36,237 and $36,172 which was the value of shares
of the Common Stock allocated to each of their respective accounts in the ESOP. All other compensation for
Messrs. Honerkamp and Schlecht for fiscal year 1998 includes the value of their retirement gifts ($11,925
and $16,870, respectively).
</FN>
</TABLE>
4<PAGE>
<PAGE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL
YEAR-END OPTION VALUES. The following table sets forth infor-
mation concerning options exercised during the last fiscal year
and the number and potential realizable value at the end of the
fiscal year of options held by each of the Named Executive
Officers. No stock appreciation rights ("SARs") have been
granted under the 1993 Stock Option and Incentive Plan.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
OPTIONS AT FISCAL YEAR-END AT FISCAL YEAR-END (2)
SHARES ACQUIRED VALUE ---------------------------- ----------------------------
NAME ON EXERCISE REALIZED (1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- --------------- ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
David V. McCay -- $ -- 114,672 -- $932,283 --
Joe L. Williams -- -- -- -- -- --
Gary G. Honerkamp 8,255 79,145 29,997 -- 243,876 --
John D. Schlecht 4,000 35,000 34,252 -- 278,469 --
Paul J. Milano 4,550 39,267 33,702 -- 273,997 --
<FN>
______________
(1) Based on the difference between the closing price of the Common Stock on the date of exercise and the exercise
price multiplied by the number of shares acquired.
(2) Calculated based on the product of (a) the number of shares subject to options times (b) the difference between
the closing sale price of the Common Stock on December 31, 1998 as reported on the Nasdaq National MarketSM
($13.13 per share), and the exercise price of the options ($5.00 per share).
</FN>
</TABLE>
EMPLOYMENT AGREEMENT. The Company and the Bank have entered
into an employment agreement (the "Employment Agreement") with
David V. McCay, Chief Executive Officer of the Bank and Chairman
of the Board and Chief Executive Officer of the Company. The
Employment Agreement initially became effective for a term of
three years as of the date of completion of the Bank's conver-
sion to stock form (the "Conversion"). On each anniversary date
from the date of commencement of the Employment Agreement, the
term of employment may be extended for an additional one-year
period beyond the then-effective expiration date, upon a deter-
mination by the Board of Directors of the Company or the Bank
that the performance of Mr. McCay has met the required standards
and that the Employment Agreement should be extended. Mr. McCay
receives a current base salary of $276,666 per annum, and the
Employment Agreement provides for a salary review by the Board
of Directors not less often than annually, as well as inclusion
in any discretionary bonus plans, retirement and medical plans,
customary fringe benefits and vacation and sick leave. The
Employment Agreement will terminate upon Mr. McCay's death or
disability and is terminable by the Bank for "just cause" as
defined in the Employment Agreement. In the event of termina-
tion for "just cause," no severance benefits are available. If
the Bank terminates Mr. McCay without just cause, he will be
entitled to a continuation of his salary and benefits from the
date of termination through the remaining term of the Employment
Agreement plus an additional 12-month period, but in no event in
excess of three years' salary. If the Employment Agreement is
terminated due to Mr. McCay's "disability" (as defined in the
Employment Agreement), he will be entitled to a continuation of
his salary and benefits until the end of the one-year period
following termination, less any amounts received under the
Bank's disability insurance plan. Mr. McCay may voluntarily
terminate his Employment Agreement by providing 60 days' written
notice to the Boards of Directors of the Bank and the Company,
in which case he is entitled to receive only his compensation,
vested rights and benefits up to the date of termination. If,
before attaining age 65, Mr. McCay's employment terminates for
reasons other than just cause, then he and his dependents will
continue to participate in the Bank's group health plan until he
attains age 65 (or would have attained age 65 had he lived).
The Employment Agreement provides that in the event of Mr.
McCay's involuntary termination of employment in connection
with, or within 12 months after, any Change in Control of the
Bank or the Company, other than for "just cause," he will be
paid within 10 days of such termination an amount equal to 2.99
times his "base amount," as defined under Section 280G(b)(3) of
the Internal Revenue Code of 1986 (the "Code"). "Change in
Control" generally refers to the following circumstances: (i)
the acquisition, other than from the Company or the Bank, by any
individual, entity or group, of the beneficial ownership of more
than 25% of the Company's or Bank's outstanding voting securi-
ties; (ii)
5<PAGE>
<PAGE
the individuals constituting the current Board of Directors of
the Company or the Bank (the "Incumbent Board") or individuals
whose election or nomination was approved by a majority of the
Incumbent Board (but excluding any person whose initial assum-
ption of office was in connection with an actual or threatened
election contest) cease to constitute at least a majority of the
Board of Directors; (iii) the approval by the stockholders of
the Company or the Bank of a reorganization, merger or consoli-
dation in which the beneficial owners of the Company's voting
securities do not beneficially own more than 65% of the voting
securities of the resulting entity or a complete liquidation or
dissolution of the Company or the Bank or the sale or other
disposition of all or substantially all of the assets of the
Company or the Bank; or (iv) the acquisition and exercise of a
controlling influence over the management or policies of the
Company or the Bank by any person or persons acting as a group.
The Employment Agreement also provides for a similar lump-sum
payment to be made in the event of Mr. McCay's voluntary termi-
nation of employment within twelve months following a Change in
Control, upon the occurrence, or within 90 days thereafter, of
certain specified events following the Change in Control, which
have not been consented to in writing by Mr. McCay, including
(i) requiring him to move his personal residence or perform his
principal executive functions more than 35 miles from the Bank's
current primary office, (ii) a reduction in his base compensa-
tion as then in effect, (iii) a significant reduction in the
compensation and benefits provided for under the Employment
Agreement, (iv) assigning duties and responsibilities to him
which are substantially inconsistent with those normally
associated with his position with the Company and the Bank, (v)
significantly diminishing his authority and responsibility, and
(vi) failing to re-elect him to the Company's or the Bank's
Board of Directors. The maximum payments that would be made to
Mr. McCay under the Employment Agreement assuming his termina-
tion of employment under the foregoing circumstances at December
31, 1998 would have been approximately $800,000.
SUPPLEMENTAL RETIREMENT AGREEMENT. In order to secure the
continuing services of David V. McCay, the Board of Directors of
the Bank has entered into a Supplemental Retirement Agreement
(the "SRA") with Mr. McCay. Upon termination of his employment
with the Bank, Mr. McCay will be entitled under the SRA to
receive annual payments from the Bank for the remainder of his
life in an amount equal to (i) the product of his "Vested
Percentage" times 75% of his "Average Annual Compensation," less
(ii) 50% of the sum of the annual social security benefits
payable to Mr. McCay upon his termination of employment, plus
the annual amount he would receive if his employer-provided
benefits under the 401(k) Savings Plan were paid in the form of
a 50% joint and survivor annuity (the "Offset Amount"). "Vested
Percentage" is determined pursuant to a schedule contained in
the SRA that increases the Vested Percentage by 3 % annually,
assuming Mr. McCay's continued service as an employee of the
Association, from 66 % at age 55 to 100% at age 65. "Average
Annual Compensation" means Mr. McCay's highest annual compensa-
tion for three of the five calendar years preceding his termina-
tion of employment. In the event of termination due to
disability, Mr. McCay would receive annual payments in the
amount of 75% of his Average Annual Compensation less 50% of his
Offset Amount. In the event Mr. McCay's spouse survives him,
she will be entitled to receive 50% of the amount Mr. McCay
would have received had he retired on the date of his death,
assuming his Vested Percentage was 100%. Termination for "just
cause" (as defined in the Employment Agreement) would result in
his forfeiture of all SRA benefits, unless the Bank's Board of
Directors determines to the contrary. In the event Mr. McCay's
employment is terminated for other than "just cause" or in the
event of termination in connection with a Change in Control, as
defined in the Employment Agreement, then the Vested Percentage
shall be increased to be 100% and the benefits shall be due
and payable to him as provided for in the SRA.
The following table sets forth the annual retirement bene-
fits that Mr. McCay would receive under the SRA prior to deduc-
tion of the Offset Amount at various compensation levels at the
specified ages.
<TABLE>
<CAPTION>
SPECIFIED AGE
-------------------------------------------------------------
AVERAGE ANNUAL
COMPENSATION 55 56 59 62 65
- ------------------ -- -- -- -- --
<S> <C> <C> <C> <C> <C>
$ 200,000 $100,000 $105,000 $120,000 $135,000 $150,000
350,000 175,000 183,750 210,000 236,250 262,500
500,000 250,000 262,500 300,000 337,500 375,000
750,000 375,000 393,750 450,000 506,250 562,500
</TABLE>
6<PAGE>
<PAGE>
"Compensation" equals salary and bonus as disclosed in the
Summary Compensation Table, as well as any additional amounts
that would be included as W-2 earnings paid to Mr. McCay and
amounts withheld from Mr. McCay under the 401(k) Plan.
DIRECTOR COMPENSATION
Each member of the Board of Directors of the Company (other
than Mr. McCay who receives no fees for his service on the Board
of Directors) receives a monthly fee of $2,000 and a fee of $250
for each committee meeting attended. Directors of the Bank
(other than Mr. McCay) are also eligible to receive a fee of
$500 for each meeting of the Board of Directors held on a day
other than the day of a meeting of the Company's Board of
Directors although no such fees were paid during fiscal year
1998. Although directors of the Bank may individually enter
into agreements with the Bank under which payment of their board
fees will be deferred to a specified future date, as of the date
hereof, no director has entered into such an agreement with the
Bank.
The Company has adopted the Directors' Retirement Plan (the
"Directors' Plan") for its non-employee directors who retire
from the Company's Board of Directors at or after age 70 in
accordance with its Bylaws. Each such director will receive, on
each of the three annual anniversary dates of his retirement, an
amount equal to 50% of the directors' fees which he received
from the Company during the calendar year preceding his retire-
ment. If a non-employee director dies before receiving all
payments due under the Directors' Plan, any remaining payments
will be made to his designated beneficiary. The Company will
pay plan benefits from its general assets.
Each non-employee director on the effective date of the
Jefferson Savings Bancorp, Inc. 1993 Stock Option and Incentive
Plan (the "Option Plan") (specifically, Directors Bick,
Canfield, Doerflinger and Throop and former Directors Magwitz
and Monnig) received options to purchase 60,172 shares of Common
Stock at an exercise price equal to $5.00 per share. All such
options held by current directors will expire on April 8, 2003
if not sooner exercised. In its sole discretion, the committee
that administers the Option Plan may grant to non-employee
directors additional options with a per share exercise price
equal to the market value of a share of Common Stock on the date
of grant.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
For fiscal year 1998, the Company's Compensation Committee
consisted of Directors David V. McCay, Edward G. Throop, William
W. Canfield and Frank C. Bick. The Compensation Committee meets
periodically to evaluate the compensation and fringe benefits of
the directors, officers and employees and to recommend changes
and to monitor
7<PAGE>
<PAGE>
and evaluate employee morale. Mr. McCay does not participate in
deliberations regarding his compensation. The Compensation
Committee met once during fiscal year 1998.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
- ----------------------------------------------------------------
The following table sets forth, as of December 31, 1998, the
beneficial ownership of the Common Stock by each of the
Company's directors and Named Executive Officers, by all
directors and executive officers as a group and by all persons
who have filed the reports required of persons beneficially
owning more than 5% of the Common Stock or who were known to the
Company to beneficially own more than 5% of the Common Stock
outstanding at December 31, 1998.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF PERCENT OF SHARES OF
NAME BENEFICIAL OWNERSHIP (1) COMMON STOCK OUTSTANDING (2)
---- ------------------------- -----------------------------
<S> <C> <C>
Frank C. Bick 165,576 (3) 1.64%
William W. Canfield 148,122 (4) 0.99%
Lloyd D. Doerflinger 79,074 (5) 0.78%
David V. McCay 200,271 (6) 1.98%
Forrest W. Miller, Jr. 25,189 (7) 0.25%
Edward G. Throop 250,142 2.50%
Joe L. Williams 31,101 0.31%
Gary G. Honerkamp* 108,627 (8) 1.08%
John D. Schlecht* 128,074 (9) 1.27%
Paul J. Milano 101,133 (10) 1.01%
All Directors and Executive 1,277,015 (11) 12.24%
Officers as a Group (12 persons)
Mary Kathryn Drake 963,800 (12) 9.61%
2104 Dornoch
League City, Texas 77573
Intrepid, Ltd. 748,500 7.47%
#7 Wild Tamarind Drive
Nassau, Bahamas
Jefferson Savings Bancorp, Inc. 591,479 (13) 5.90%
Employee Stock Ownership Plan and Trust
14915 Manchester Road
Ballwin, Missouri 63011
<FN>
______________
*Retired effective December 31, 1998.
(1) For purposes of this table, a person is deemed to be the beneficial owner of shares
of Common Stock if he or she has or shares voting or investment power with respect to
such Common Stock or has the right to acquire beneficial ownership at any time within
60 days from December 31, 1998. As used herein, "voting power" is the power to vote
or direct the voting of shares and "investment power" is the power to dispose or
direct the disposition of shares. Except as otherwise noted, ownership is direct,
and the named persons exercise sole voting and investment power over the shares of
the Common Stock. Ownership figures for Messrs. Bick, Canfield and Doerflinger each
include 60,172 shares of Common Stock which they have the right to acquire pursuant
to options. Ownership figures for Messrs. Honerkamp, Schlecht and include 29,997,
34,252 and 33,702 shares, respectively, which they have the right to acquire pursuant
to options exercisable within 60 days of December 31, 1998.
8<PAGE>
<PAGE>
(2) In calculating the percentage ownership of each named individual and the group, the
number of shares outstanding is deemed to include any shares of the Common Stock
which the individual or the group has the right to acquire within 60 days of December
31, 1998.
(3) Includes 105,404 shares held as trustee.
(4) Includes 16,000 shares held by spouse as to which Mr. Canfield disclaims beneficial
ownership, 23,200 shares held in his individual retirement accounts ("IRAs"), and
26,000 shares held as trustee.
(5) Includes 5,000 shares held in Mr. Doerflinger's IRA and 13,902 shares held as
trustee.
(6) Includes 3,200 shares held by spouse as to which Mr. McCay disclaims beneficial
ownership, 48,080 shares held as trustee, 12,907 shares held in his account in the
Bank's 401(k) Savings Plan (the "401(k) Plan"), 21,412 shares allocated to his
account in the Jefferson Savings Bancorp, Inc. Employee Stock Ownership Plan and
Trust (the "ESOP") and 114,672 shares which he has the right to acquire pursuant to
options.
(7) Includes 9,173 shares held jointly, 2,008 shares held in Mr. Miller's IRA, 3,008
shares held as trustee for the Royale Orleans Incorporated Retirement Plan, and
11,000 shares held by Royale Orleans Incorporated of which he is President.
(8) Includes 30,455 shares held in Mr. Honerkamp's 401(k) Plan account and 18,182 shares
allocated to his ESOP account.
(9) Includes 22,420 shares held in Mr. Schlecht's IRA, 19,262 shares held in his 401(k)
Plan account, and 17,907 shares allocated to his ESOP account.
(10) Includes 3,000 shares held in Mr. Milano's IRA, 7,588 shares held in his 401(k) Plan
account and 17,751 shares allocated to his ESOP account.
(11) Includes shares held in the various capacities described in the footnotes above.
Includes 75,286 shares held in 401(k) Plan accounts of executive officers and 93,015
shares allocated to their accounts in the ESOP. Includes 407,407 shares which
directors and executive officers of the Company have the right to acquire pursuant to
options exercisable within 60 days of December 31, 1998. Does not include 555,297
unallocated shares held by the ESOP, the voting of which shares is directed by the
ESOP Trustee in the same proportion that employees vote allocated shares.
(12) According to the statement on Schedule 13D filed by Ms. Drake, 938,600 shares are
held by the Mary K. Drake Family Limited Partnership. Includes 25,000 shares held as
trustee for the William K. Drake Defined Benefit Plan and 200 shares held by William
K. Drake.
(13) Consists of shares held in a suspense account for future allocations among
participating employees as the loan used to purchase the shares is repaid. The ESOP
Trustee, Mercantile Bank, N.A., votes all allocated shares in accordance with the
instructions of the participants. Unallocated shares and allocated shares for which
no voting instructions have been received are voted by the ESOP Trustee in the same
proportion as participants direct the voting of allocated shares or, in the absence
of such voting direction, as directed by the Company, or in the absence of such
direction by the Company, in the ESOP Trustee's sole discretion. At December 31,
1998, 555,297 shares had been allocated.
</FN>
</TABLE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
- --------------------------------------------------------
The Bank offers loans to officers and directors and
employees of the Company and its subsidiaries in the ordinary
course of business. Loans to executive officers and directors
are made by the Bank on substantially the same terms, including
interest rates and collateral, as those prevailing at the time
for comparable transactions with other persons. These loans do
not involve more than the normal risk of collectibility or
present other unfavorable features.
9<PAGE>
<PAGE>
Set forth below is certain information at December 31, 1998
relating to loans made to directors and executive officers (not
including affiliates) of the Company whose total aggregate
balances exceeded $60,000 at any time since January 1, 1998.
All such loans were made by the Bank. Except for Mr. Williams'
residential mortgage which was originally made at the employee
rate of Texas Heritage Savings Association/Banc, all such loans
were made at the prevailing interest rates and on terms
available to other customers of the Bank.
<TABLE>
<CAPTION>
BALANCE AT HIGHEST
NAME AND RELATION DATE ORIGINAL DECEMBER BALANCE SINCE
TO COMPANY TYPE OF LOAN ORIGINATED AMOUNT 31, 1998 JANUARY 1, 1998
- -------------------- ------------- ----------- -------- --------- ---------------
<S> <C> <C> <C> <C> <C>
William W. Canfield Home Equity Line (1) 6/18/90 $ 250,000 $ 0 $ 236,446
Director Residential Mortgage (1)(2) 11/20/98 400,000 400,000 400,000
Lloyd D. Doerflinger Residential Mortgage (1) 1/23/89 260,000 164,339 179,567
Director
John D. Schlecht Residential Mortgage (1) 2/09/96 136,000 0 133,187
Senior Vice President Home Equity Line (3) 2/09/96 30,000 0 30,000
Residential Mortgage (1)(2) 11/23/98 169,000 168,854 169,000
Edward G. Throop Residential Mortgage (1) 1/19/96 480,000 0 470,154
Director Home Equity (1) 4/1/98 50,000 0 50,000
Joe L. Williams Residential Mortgage(1)(4) 6/4/87 116,000 66,135 71,530
President and Chief Installment Loan 2/7/97 21,500 12,510 17,582
Operating Officer Share Loan 4/13/98 21,139 10,878 12,000
<FN>
__________________
(1) Loans secured by a first mortgage on the borrower's primary residence.
(2) Loan proceeds were used to refinance previously outstanding loans.
(3) Loans secured by a second mortgage on the borrowers primary residence.
(4) Adjustable-rate loan originally made at employee rate of Texas Heritage Savings Association/Banc (50 basis
points over cost-of-funds).
</FN>
</TABLE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K.
- ----------------------------------------------------------------
(a) LIST OF DOCUMENTS FILED AS PART OF THIS REPORT
----------------------------------------------
(1) Financial Statements. The following consolidated
financial statements are filed under Item 8 hereof:
Independent Auditors' Report
Consolidated Balance Sheets as of December 31, 1998 and 1997
Consolidated Statements of Income for the Years Ended
December 31, 1998, 1997 and 1996
Consolidated Statements of Stockholders' Equity and
Comprehensive Income for the Years Ended December 31, 1998,
1997 and 1996
Consolidated Statements of Cash Flows for the Years Ended
December 31, 1998, 1997 and 1996
Notes to Consolidated Financial Statements
10<PAGE>
<PAGE>
(2) Financial Statement Schedules. All schedules for which
provision is made in the applicable accounting regulations of
the Securities and Exchange Commission are omitted because of
the absence of conditions under which they are required or
because the required information is included in the consolidated
financial statements and related notes thereto.
(3) Exhibits. The following is a list of exhibits filed as
part of this Annual Report on Form 10-K and is also
the Exhibit Index.
NO. DESCRIPTION
------------
3.1 Certificate of Incorporation *
3.2 Bylaw
4.1 Specimen Stock Certificate **
4.2 Rights Agreement, dated August 17, 1994, between
Jefferson Savings Bancorp, Inc. and Boatmen's Trust
Company ***
10.1+ Jefferson Savings Bancorp, Inc. 1993 Stock Option
and Incentive Plan *
10.2+ Jefferson Savings Bancorp, Inc. Management
Recognition Plan "A" *
10.3+ Jefferson Savings Bancorp, Inc. Management
Recognition Plan "B" *
10.4+ Jefferson Savings Bancorp, Inc. Management
Recognition Plan "C" *
10.5+ Jefferson Savings Bancorp, Inc. Management
Recognition Plan "D" *
10.6+ Jefferson Savings Bancorp, Inc. Directors'
Retirement Plan ****
10.7+ Employment Agreement between Jefferson
Savings Bancorp, Inc., Jefferson Savings and
Loan Association and David V. McCay *
10.8+ Supplemental Retirement Agreement between
Jefferson Savings and Loan Association and
David V. McCay
10.9+ Form of Director's Deferred Compensation
Agreement *
10.10+ Jefferson Savings and Loan Association
Bonus Plan *
10.11 [Reserved]
10.12+ Sixth Amendment to Employment Agreement,
dated May 20, 1998, between Jefferson Savings
Bancorp, Inc., Jefferson Savings and Loan
Association and David V. McCay. *****
10.13+ First Amendment to Jefferson Savings and Loan
Association Supplemental Retirement Agreement,
dated May 20, 1998, by and between Jefferson
Savings and Loan Association and David V. McCay. *****
10.14+ Amendment No. 2 to Jefferson Savings Bancorp,
Inc. 1993 Stock Option and Incentive Plan,
dated May 20, 1998. *****
10.15+ Trust Agreement for Jefferson Savings and Loan
Association Supplemental Retirement Agreement,
dated May 20, 1998, by and between Jefferson
Savings and Loan Association and Mercantile
Bank, N.A. *****
21 Subsidiaries of the Registrant ******
23 Consent of KPMG LLP ******
27 Financial Data Schedule (EDGAR only) ******
[FN]
_______________
(+) Management contract or compensatory plan or arrangement
required to be filed as an exhibit pursuant to Item 14(c) of
Form 10-K.
* Incorporated by reference from Registration Statement on
Form S-1 filed December 23, 1992 (File No. 33-56324)
** Incorporated by reference from Registration Statement
on Form 8-A filed March 30, 1993 (File No. 0-21466)
*** Incorporated by reference from Registration Statement on
Form 8-A filed August 19, 1994.
**** Incorporated by reference from Pre-Effective Amendment
No. 2 to Registration Statement on Form S-1 filed
February 10, 1993 (File No. 33-56324)
***** Incorporated by reference from Quarterly Report on Form
10-Q for the quarter ended June 30, 1998.
****** Incorporated by reference from Annual Report on Form 10-K
for the fiscal year ended December 31, 1998.
11<PAGE>
<PAGE>
(b) REPORTS ON FORM 8-K. The Registrant did not file any
Current Reports on Form 8-K during the last
quarter of the fiscal year ending December 31, 1998.
(c) EXHIBITS. The exhibits required by Item 601 of
Regulation S-K are either filed as part of this Annual
Report on Form 10-K or incorporated by reference herein.
(d) FINANCIAL STATEMENTS AND SCHEDULES EXCLUDED FROM ANNUAL
REPORT. There are no other financial statements and financial
statement schedules which were excluded from the Annual Report
to Stockholders pursuant to Rule 14a-3(b)(1) which are required
to be included herein.<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
JEFFERSON SAVINGS BANCORP, INC.
April 30, 1999 By: /s/ David V. McCay
------------------------
David V. McCay
Chairman of the Board and
Chief Executive Officer
<PAGE>
BYLAWS
OF
JEFFERSON SAVINGS BANCORP, INC.
ARTICLE I
PRINCIPAL EXECUTIVE OFFICE
The principal executive office of Jefferson Savings
Bancorp, Inc. (the "Corporation") shall be at 14915 Manchester
Road, Ballwin, Missouri. The Corporation may also have offices
at such other places within or without the State of Missouri as
the board of directors shall from time to time determine.
ARTICLE II
Stockholders
SECTION 1. Place of Meetings. All annual and special
meetings of stockholders shall be held at the principal
executive office of the Corporation or at such other place
within or without the State of Delaware as the board of
directors may determine and as designated in the notice of such
meeting.
SECTION 2. Annual Meeting. A meeting of the stockholders
of the Corporation for the election of directors and for the
transaction of any other business of the Corporation shall be
held annually at such date and time as the board of directors
may determine.
SECTION 3. Special Meetings. Special meetings of the
stockholders for any purpose or purposes may be called at any
time by the board of directors or by a committee of the board of
directors in accordance with the provisions of the Corporation's
Certificate of Incorporation.
SECTION 4. Conduct of Meetings. Annual and special
meetings shall be conducted in accordance with these Bylaws or
as otherwise prescribed by the board of directors. The chairman
or the chief executive officer of the Corporation shall preside
at such meetings.
SECTION 5. Notice of Meeting. Written notice stating the
place, day and hour of the meeting and the purpose or purposes
for which the meeting is called shall be mailed by the secretary
or the officer performing his duties, not less than ten days nor
more than fifty days before the meeting to each stockholder of
record entitled to vote at such meeting. If mailed, such notice
shall be deemed to be delivered when deposited in the United
States mail, addressed to the stockholder at his address as it
appears on the stock transfer books or records of the Corpora-
tion as of the record date prescribed in Section 6, with postage
thereon prepaid. If a stockholder be present at a meeting, or
in writing waive notice thereof before or after the meeting,
notice of the meeting to such stockholder shall be unnecessary.
When any stockholders' meeting, either annual or special, is
adjourned for thirty days or more, notice of the adjourned
meeting shall be given as in the case of an original meeting.
It shall not be necessary to give any notice of the time and
place of any meeting adjourned for less than thirty days or of
the business to be transacted at such adjourned meeting, other
than an announcement at the meeting at which such adjournment
is taken.
SECTION 6. Fixing of Record Date. For the purpose of
determining stockholders entitled to notice of or to vote at any
meeting of stockholders, or any adjournment thereof, or stock-
holders entitled to receive payment of any dividend, or in order
to make a determination of stockholders for any other proper
purpose, the board of directors shall fix in advance a date as
the record date for any such determination of stockholders.
Such date in any case shall be not more than sixty days, and in
case of a meeting of stockholders, not less than ten days prior
to the date on which the<PAGE>
<PAGE>
particular action, requiring such determination of stockholders,
is to be taken. When a determination of stockholders entitled
to vote at any meeting of stockholders has been made as provided
in this section, such determination shall apply to any
adjournment thereof.
SECTION 7. Voting Lists. The officer or agent having
charge of the stock transfer books for shares of the Corporation
shall make, at least ten days before each meeting of stock-
holders, a complete record of the stockholders entitled to vote
at such meeting or any adjournment thereof, with the address of
and the number of shares held by each. The record, for a period
of ten days before such meeting, shall be kept on file at the
principal office of the Corporation, whether within or outside
the State of Missouri, and shall be subject to inspection by any
stockholder for any purpose germane to the meeting at any time
during usual business hours. Such record shall also be produced
and kept open at the time and place of the meeting and shall be
subject to the inspection of any stockholder for any purpose
germane to the meeting during the whole time of the meeting.
The original stock transfer books shall be prima facie evidence
as to who are the stockholders entitled to examine such record
or transfer books or to vote at any meeting of stockholders.
SECTION 8. Quorum. One-third of the outstanding shares of
the Corporation entitled to vote, represented in person or by
proxy, shall constitute a quorum at a meeting of stockholders.
If less than one-third of the outstanding shares are represented
at a meeting, a majority of the shares so represented may
adjourn the meeting from time to time without further notice.
At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have
been transacted at the meeting as originally notified. The
stockholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the with-
drawal of enough stockholders to leave less than a quorum.
SECTION 9. Proxies. At all meetings of stockholders, a
stockholder may vote by proxy executed in writing by the stock-
holder or by his duly authorized attorney in fact. Proxies
solicited on behalf of the management shall be voted as directed
by the stockholder or, in the absence of such direction, as
determined by a majority of the board of directors. No proxy
shall be valid after eleven months from the date of its execu-
tion unless otherwise provided in the proxy.
SECTION 10. Voting. At each election for directors every
stockholder entitled to vote at such election shall be entitled
to one vote for each share of stock held. Unless otherwise
provided by the Certificate of Incorporation, by statute, or by
these Bylaws, a majority of those votes cast by stockholders at
a lawful meeting shall be sufficient to pass on a transaction or
matter, except in the election of directors, which election
shall be determined by a plurality of the votes of the shares
present in person or by proxy at the meeting and entitled to
vote on the election of directors.
SECTION 11. Voting of Shares in the Name of Two or More
Persons. When ownership of stock stands in the name of two or
more persons, in the absence of written directions to the
Corporation to the contrary, at any meeting of the stockholders
of the Corporation any one or more of such stockholders may
cast, in person or by proxy, all votes to which such ownership
is entitled. In the event an attempt is made to cast conflict-
ing votes, in person or by proxy, by the several persons in
whose name shares of stock stand, the vote or votes to which
these persons are entitled shall be cast as directed by a
majority of those holding such stock and present in person or by
proxy at such meeting, but no votes shall be cast for such stock
if a majority cannot agree.
SECTION 12. Voting of Shares by Certain Holders. Shares
standing in the name of another corporation may be voted by any
officer, agent or proxy as the bylaws of such corporation may
prescribe, or, in the absence of such provision, as the board of
directors of such corporation may determine. Shares held by an
administrator, executor, guardian or conservator may be voted by
him, either in person or by proxy, without a transfer of such
shares into his name. Shares standing in the name of a trustee
may be voted by him, either in person or by proxy, but no
trustee shall be entitled to vote shares held by him without a
transfer of such shares into his name. Shares standing in the
name of a receiver may be voted by such receiver, and shares
held by or under the control of a receiver may be voted by such
receiver without the transfer thereof into his name if authority
to do so is contained in an appropriate order of the court or
other public authority by which such receiver was appointed.
2
<PAGE>
<PAGE>
A stockholder whose shares are pledged shall be entitled to
vote such shares until the shares have been transferred into the
name of the pledgee and thereafter the pledgee shall be entitled
to vote the shares so transferred.
Neither treasury shares of its own stock held by the
Corporation, nor shares held by another corporation, if a
majority of the shares entitled to vote for the election of
directors of such other corporation are held by the Corporation,
shall be voted at any meeting or counted in determining the
total number of outstanding shares at any given time for pur-
poses of any meeting.
SECTION 13. Inspectors of Election. In advance of any
meeting of stockholders, the chairman of the board or the board
of directors may appoint any persons, other than nominees for
office, as inspectors of election to act at such meeting or any
adjournment thereof. The number of inspectors shall be either
one or three. If the board of directors so appoints either one
or three inspectors, that appointment shall not be altered at
the meeting. If inspectors of election are not so appointed,
the chairman of the board may make such appointment at the
meeting. In case any person appointed as inspector fails to
appear or fails or refuses to act, the vacancy may be filled by
appointment in advance of the meeting or at the meeting by the
chairman of the board or the president.
Unless otherwise prescribed by applicable law, the duties
of such inspectors shall include: determining the number of
shares of stock and the voting power of each share, the shares
of stock represented at the meeting, the existence of a quorum,
the authenticity, validity and effect of proxies; receiving
votes, ballots or consents; hearing and determining all
challenges and questions in any way arising in connection with
the right to vote; counting and tabulating all votes or con-
sents; determining the result; and such acts as may be proper to
conduct the election or vote with fairness to all stockholders.
SECTION 14. Nominating Committee. The board of directors
or a committee appointed by the board of directors shall act as
a nominating committee for selecting the management nominees for
election as directors. Except in the case of a nominee substi-
tuted as a result of the death or other incapacity of a manage-
ment nominee, the nominating committee shall deliver written
nominations to the secretary at least twenty days prior to the
date of the annual meeting. Provided such committee makes such
nominations, no nominations for directors except those made by
the nominating committee shall be voted upon at the annual
meeting unless other nominations by stockholders are made in
writing and delivered to the secretary of the Corporation in
accordance with the provisions of the Corporation's Certificate
of Incorporation.
SECTION 15. New Business. Any new business to be taken up
at the annual meeting shall be stated in writing and filed with
the secretary of the Corporation in accordance with the provi-
sions of the Corporation's Certificate of Incorporation. This
provision shall not prevent the consideration and approval or
disapproval at the annual meeting of reports of officers, direc-
tors and committees, but in connection with such reports no new
business shall be acted upon at such annual meeting unless
stated and filed as provided in the Corporation's Certificate of
Incorporation.
ARTICLE III
BOARD OF DIRECTORS
SECTION 1. General Powers. The business and affairs of
the Corporation shall be under the direction of its board of
directors. The chairman shall preside at all meetings of the
board of directors.
SECTION 2. Number, Term and Election. The board of
directors shall consist of six members and shall be divided into
three classes as nearly equal in number as possible. The
members of each class shall be elected for a term of three years
and until their successors are elected or qualified. The board
of directors shall be classified in accordance with the provi-
sions of the Corporation's Certificate of Incorporation.
3<PAGE>
<PAGE>
SECTION 3. Regular Meetings. A regular meeting of the
board of directors shall be held at such time and place as shall
be determined by resolution of the board of directors without
other notice than such resolution.
SECTION 4. Special Meetings. Special meetings of the
board of directors may be called by or at the request of the
chairman, the chief executive officer or one-third of the direc-
tors. The person calling the special meetings of the board of
directors may fix any place as the place for holding any special
meeting of the board of directors called by such persons.
Members of the board of directors may participate in
special meetings by means of conference telephone or similar
communications equipment by which all persons participating in
the meeting can hear each other. Such participation shall
constitute presence in person.
SECTION 5. Notice. Written notice of any special meeting
shall be given to each director at least two days previous
thereto delivered personally or by telegram or at least seven
days previous thereto delivered by mail at the address at which
the director is most likely to be reached. Such notice shall be
deemed to be delivered when deposited in the United States mail
so addressed, with postage thereon prepaid if mailed or when
delivered to the telegraph company if sent by telegram. Any
director may waive notice of any meeting by a writing filed with
the secretary. The attendance of a director at a meeting shall
constitute a waiver of notice of such meeting, except where a
director attends a meeting for the express purpose of objecting
to the transaction of any business because the meeting is not
lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any meeting of the board of
directors need be specified in the notice or waiver of notice of
such meeting.
SECTION 6. Quorum. A majority of the number of directors
fixed by Section 2 shall constitute a quorum for the transaction
of business at any meeting of the board of directors, but if
less than such majority is present at a meeting, a majority of
the directors present may adjourn the meeting from time to time.
Notice of any adjourned meeting shall be given in the same
manner as prescribed by Section 5 of this Article III.
SECTION 7. Manner of Acting. The act of the majority of
the directors present at a meeting at which a quorum is present
shall be the act of the board of directors, unless a greater
number is prescribed by these Bylaws, the Certificate of
Incorporation, or the General Corporation Law of the State of
Delaware.
SECTION 8. Action Without a Meeting. Any action required
or permitted to be taken by the board of directors at a meeting
may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by all of the direc-
tors.
SECTION 9. Resignation. Any director may resign at any
time by sending a written notice of such resignation to the home
office of the Corporation addressed to the chairman. Unless
otherwise specified therein such resignation shall take effect
upon receipt thereof by the chairman.
SECTION 10. Vacancies. Any vacancy occurring in the board
of directors shall be filled in accordance with the provisions
of the Corporation's Certificate of Incorporation. Any direc-
torship to be filled by reason of an increase in the number of
directors may be filled by the affirmative vote of two-thirds of
the directors then in office or by election at an annual meeting
or at a special meeting of the stockholders held for that
purpose. The term of such director shall be in accordance with
the provisions of the Corporation's Certificate of Incorporation.
SECTION 11. Removal of Directors. Any director or the
entire board of directors may be removed only in accordance with
the provisions of the Corporation's Certificate of Incorporation.
SECTION 12. Compensation. Directors, as such, may receive
compensation for service on the board of directors. Members of
either standing or special committees may be allowed such com-
pensation as the board of directors may determine.
4<PAGE>
<PAGE>
SECTION 13. Age Limitation. No person shall be eligible
for election to the board of directors if such person is then
more than 70 years of age.
ARTICLE IV
COMMITTEES OF THE BOARD OF DIRECTORS
The board of directors may, by resolution passed by a
majority of the whole board, designate one or more committees,
as they may determine to be necessary or appropriate for the
conduct of the business of the Corporation, and may prescribe
the duties, constitution and procedures thereof. Each committee
shall consist of one or more directors of the Corporation
appointed by the chairman. The chairman may designate one or
more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the
committee.
The chairman shall have power at any time to change the
members of, to fill vacancies in, and to discharge any committee
of the board. Any member of any such committee may resign at
any time by giving notice to the Corporation; provided, however,
that notice to the board, the chairman of the board, the chief
executive officer, the chairman of such committee, or the
secretary shall be deemed to constitute notice to the Corpora-
tion. Such resignation shall take effect upon receipt of such
notice or at any later time specified therein; and, unless
otherwise specified therein, acceptance of such resignation
shall not be necessary to make it effective. Any member of any
such committee may be removed at any time, either with or
without cause, by the affirmative vote of a majority of the
authorized number of directors at any meeting of the board
called for that purpose.
ARTICLE V
OFFICERS
SECTION 1. Positions. The officers of the Corporation
shall be a chairman, a president, one or more vice presidents, a
secretary and a treasurer, each of whom shall be elected by the
board of directors. The board of directors may designate one or
more vice presidents as executive vice president or senior vice
president. The board of directors may also elect or authorize
the appointment of such other officers as the business of the
Corporation may require. The officers shall have such authority
and perform such duties as the board of directors may from time
to time authorize or determine. In the absence of action by the
board of directors, the officers shall have such powers and
duties as generally pertain to their respective offices.
SECTION 2. Election and Term of Office. The officers of
the Corporation shall be elected annually by the board of
directors at the first meeting of the board of directors held
after each annual meeting of the stockholders. If the election
of officers is not held at such meeting, such election shall be
held as soon thereafter as possible. Each officer shall hold
office until his successor shall have been duly elected and
qualified or until his death or until he shall resign or shall
have been removed in the manner hereinafter provided. Election
or appointment of an officer, employee or agent shall not of
itself create contract rights. The board of directors may
authorize the Corporation to enter into an employment contract
with any officer in accordance with state law; but no such
contract shall impair the right of the board of directors to
remove any officer at any time in accordance with Section 3 of
this Article V.
SECTION 3. Removal. Any officer may be removed by vote of
two-thirds of the board of directors whenever, in its judgment,
the best interests of the Corporation will be served thereby,
but such removal, other than for cause, shall be without
prejudice to the contract rights, if any, of the person so
removed.
SECTION 4. Vacancies. A vacancy in any office because of
death, resignation, removal, disqualification or otherwise, may
be filled by the board of directors for the unexpired portion of
the term.
5<PAGE>
<PAGE>
SECTION 5. Remuneration. The remuneration of the officers
shall be fixed from time to time by the board of directors, and
no officer shall be prevented from receiving such salary by
reason of the fact that he is also a director of the
Corporation.
ARTICLE VI
CONTRACTS, LOANS, CHECKS AND DEPOSITS
SECTION 1. Contracts. To the extent permitted by
applicable law, and except as otherwise prescribed by the
Corporation's Certificate of Incorporation or these Bylaws with
respect to certificates for shares, the board of directors or
the executive committee may authorize any officer, employee, or
agent of the Corporation to enter into any contract or execute
and deliver any instrument in the name of and on behalf of the
Corporation. Such authority may be general or confined to
specific instances.
SECTION 2. Loans. No loans shall be contracted on behalf
of the Corporation and no evidence of indebtedness shall be
issued in its name unless authorized by the board of directors.
Such authority may be general or confined to specific instances.
SECTION 3. Checks, Drafts, Etc. All checks, drafts or
other orders for the payment of money, notes or other evidences
of indebtedness issued in the name of the Corporation shall be
signed by one or more officers, employees or agents of the
Corporation in such manner, including in facsimile form, as
shall from time to time be determined by resolution of the board
of directors.
SECTION 4. Deposits. All funds of the Corporation not
otherwise employed shall be deposited from time to time to the
credit of the Corporation in any of its duly authorized deposi-
tories as the board of directors may select.
ARTICLE VII
CERTIFICATES FOR SHARES AND THEIR TRANSFER
SECTION 1. Certificates for Shares. The shares of the
Corporation shall be represented by certificates signed by the
chairman of the board of directors or the president or a vice
president and by the treasurer or an assistant treasurer or the
secretary or an assistant secretary of the Corporation, and may
be sealed with the seal of the Corporation or a facsimile
thereof. Any or all of the signatures upon a certificate may be
facsimiles if the certificate is countersigned by a transfer
agent, or registered by a registrar, other than the Corporation
itself or an employee of the Corporation. If any officer who
has signed or whose facsimile signature has been placed upon
such certificate shall have ceased to be such officer before the
certificate is issued, it may be issued by the Corporation with
the same effect as if he were such officer at the date of its
issue.
SECTION 2. Form of Share Certificates. All certificates
representing shares issued by the Corporation shall set forth
upon the face or back that the Corporation will furnish to any
stockholder upon request and without charge a full statement of
the designations, preferences, limitations, and relative rights
of the shares of each class authorized to be issued, the varia-
tions in the relative rights and preferences between the shares
of each such series so far as the same have been fixed and
determined, and the authority of the board of directors to fix
and determine the relative rights and preferences of subsequent
series.
Each certificate representing shares shall state upon the
face thereof: That the Corporation is organized under the laws
of the State of Delaware; the name of the person to whom issued;
the number and class of shares, the designation of the series,
if any, which such certificate represents; the par value of each
share represented by such certificate, or a statement that the
shares are without par value. Other matters in regard to the
form of the certificates shall be determined by the board of
directors.
6<PAGE>
<PAGE>
SECTION 3. Payment for Shares. No certificate shall be
issued for any share until such share is fully paid.
SECTION 4. Form of Payment for Shares. The consideration
for the issuance of shares shall be paid in accordance with the
provisions of the Corporation's Certificate of Incorporation.
SECTION 5. Transfer of Shares. Transfer of shares of
capital stock of the Corporation shall be made only on its stock
transfer books. Authority for such transfer shall be given only
the holder of record thereof or by his legal representative, who
shall furnish proper evidence of such authority, or by his
attorney thereunto authorized by power of attorney duly executed
and filed with the Corporation. Such transfer shall be made
only on surrender for cancellation of the certificate for such
shares. The person in whose name shares of capital stock stand
on the books of the Corporation shall be deemed by the Corpora-
tion to be the owner thereof for all purposes.
SECTION 6. Lost Certificates. The board of directors may
direct a new certificate to be issued in place of any certifi-
cate theretofore issued by the Corporation alleged to have been
lost, stolen, or destroyed, upon the making of an affidavit of
that fact by the person claiming the certificate of stock to be
lost, stolen, or destroyed. When authorizing such issue of a
new certificate, the board of directors may, in its discretion
and as a condition precedent to the issuance thereof, require
the owner of such lost, stolen, or destroyed certificate, or his
legal representative, to give the Corporation a bond in such sum
as it may direct as indemnity against any claim that may be made
against the Corporation with respect to the certificate alleged
to have been lost, stolen, or destroyed.
ARTICLE VIII
FISCAL YEAR; ANNUAL AUDIT
The fiscal year of the Corporation shall end on the last
day of December of each year. The Corporation shall be subject
to an annual audit as of the end of its fiscal year by indepen-
dent public accountants appointed by and responsible to the
board of directors.
ARTICLE IX
DIVIDENDS
Dividends upon the stock of the Corporation, subject to the
provisions of the Certificate of Incorporation, if any, may be
declared by the board of directors at any regular or special
meeting, pursuant to law. Dividends may be paid in cash, in
property or in the Corporation's own stock.
ARTICLE X
CORPORATION SEAL
The corporate seal of the Corporation shall be in such form
as the board of directors shall prescribe.
ARTICLE XI
AMENDMENTS
In accordance with the Corporation's Certificate of
Incorporation, these Bylaws may be repealed, altered, amended or
rescinded by the stockholders of the Corporation only by vote of
not less than 80% of the outstanding shares of capital stock of
the Corporation entitled to vote generally in the election of
directors (considered for this purpose as one class) cast at a
meeting of the stockholders called for that purpose (provided
that notice of such proposed repeal, alteration, amendment or
rescission is included in the notice of such meeting). In
addition, the board of directors may
7<PAGE>
<PAGE>
repeal, alter, amend or rescind these Bylaws by vote of
two-thirds of the board of directors at a legal meeting held in
accordance with the provisions of these Bylaws.
8
<PAGE>
JEFFERSON SAVINGS AND LOAN ASSOCIATION
SUPPLEMENTAL RETIREMENT AGREEMENT
---------------------------------
This Agreement entered into as of the 9th day of November,
1993 by and between Jefferson Savings and Loan Association and
David V. McCay.
WHEREAS, the Executive has been employed by the Association
since February, 1989, and currently is employed in the capacity
of President and Chief Executive Officer of the Association and
in the capacity of Chairman of the Board, President and Chief
Executive Officer of the Company, and is expected to continue in
these capacities; and
WHEREAS, the Executive has performed his duties in a
capable and efficient manner, resulting in substantial growth
and progress to the Company and the Association; and
WHEREAS, the experience of the Executive is such that
assurance of his continued service is desirous to further the
future growth and profits of the Company and the Association;
and
WHEREAS, the Association desires to retain the services of
the Executive to the Company and the Association and as such
wishes to provide the Executive with supplemental retirement
income as an added incentive to remain employed at the Company
and the Association.
NOW, THEREFORE, in consideration of the foregoing, the
mutual covenants and agreements hereinafter contained, and other
good and valuable consideration, receipt of which is hereby
acknowledged, the parties hereto agree to this Agreement as
follows:
ARTICLE I
DEFINITIONS
-----------
"Agreement" shall mean this agreement between the Executive
and the Association.
"Annual Offset Amount" shall mean the sum of (i) the
primary social security benefit payable annually to the
Executive as of the earliest date, following his termination of
employment, on which he could begin to collect such benefit
(regardless of when such payment actually begins), and (ii) the
annual amount that would be payable to the Executive if that
portion of his account under the Association's 401(k) Savings
Plan which is attributable to the Association's contributions
were paid to him in the form of a 50% joint and survivor
annuity, with his Surviving Spouse as contingent beneficiary,
commencing
1<PAGE>
<PAGE>
upon his termination of employment (regardless of when he
actually begins to collect such benefits).
"Association" shall mean Jefferson Savings and Loan
Association.
"Average Annual Compensation" shall mean the average of the
Executive's highest Compensation for the three calendar years
(whether or not such years are consecutive) in the five calendar
years immediately preceding the calendar year in which his
employment with the Association terminates for any reason.
"Benefits" shall mean, collectively, the benefits payable
under Article II, III and IV of the Agreement.
"Change in Control" shall have the meaning set forth in
Section 11(a) of the Employment Agreement.
"Company" shall mean Jefferson Savings Bancorp, Inc.
"Compensation" shall mean the amount of W-2 earnings paid
to an Executive by the Association (plus any amounts withheld
from the Executive under a 401(k) Plan or cafeteria plan
sponsored by the Association) within a Plan Year.
"Disability" shall have the meaning set forth in, and be
determined in accordance with, Section 9(b) of the Employment
Agreement.
"Employment Agreement" shall mean the Executive's
employment agreement with the Company and the Association.
"Executive" shall mean David V. McCay.
"Just Cause" shall have the meaning set forth in, and be
determined in accordance with, Section 9(c) of the Employment
Agreement.
"Surviving Spouse" shall mean the Executive's spouse on the
date of his death, but shall not include a spouse from whom he
is legally separated or divorced at the time of his death.
"Vested Percentage" shall be determined based on the
Executive's continued service as an employee of the Association
and having attained a specified age, and shall be determined
according to the following schedule:
2<PAGE>
<PAGE>
Executive's Continued Service and Executive's
Having Attained Age Vested Percentage
--------------------------------- -----------------
Less than 55 0%
55 66 2/3%
56 70%
57 73 1/3%
58 76 2/3%
59 80%
60 83 1/3%
61 86 2/3%
62 90%
63 93 1/3%
64 96 2/3%
65 100%
ARTICLE II
RETIREMENT BENEFITS FOR THE EXECUTIVE
-------------------------------------
In the event that the Executive's employment with the
Association is terminated for any reason other than his death,
his Disability, or Just Cause, the Association shall pay the
Executive an annual annuity for his lifetime in an amount per
year equal to (i) the product of his Vested Percentage, and 75%
of his Average Annual Compensation, less (ii) 50% of his Annual
Offset Amount. The payments due under this Article shall begin
on the first day of the second month following the date of the
Executive's termination of employment with the Association, and
shall thereafter be made on the annual anniversary dates of such
first payment date. Except as provided in Article IV, no
benefits shall be payable hereunder after the death of the
Executive.
ARTICLE III
DISABILITY BENEFITS
-------------------
In the event that the Executive's employment with the
Association terminates due to his Disability, the Association
shall pay the Executive an annual annuity for his lifetime in an
amount equal to (i) 75% of his Average Annual Compensation, less
(ii) 50% of his Annual Offset Amount. The payments due under
this Article shall begin on the first day of the second month
following the date of the Executive's termination of employment,
and shall thereafter be made on the annual anniversary dates of
such first payment date. Except as provided in Article IV, no
benefits shall be payable hereunder after the death of the
Executive.
3<PAGE>
<PAGE>
ARTICLE IV
DEATH BENEFITS
--------------
In the event that the Executive predeceases his Surviving
Spouse (whether before or after the commencement of benefit
payments under Article II or III hereof), his Surviving Spouse
shall be entitled to receive for life an annual annuity in an
amount equal to 50% of the annual retirement benefit which the
Executive would have received under Article II if he had
terminated employment on the date of his death and then had a
vested percentage equal to 100%. Such payment of benefits shall
commence on the first day of the second month following the date
of the Executive's death, and shall thereafter be made on the
annual anniversary dates of such first payment date. No
payments shall be payable hereunder after the death of the
Surviving Spouse.
ARTICLE V
SOURCE OF BENEFITS
------------------
Benefits shall constitute an unfunded, unsecured promise by
the Association to provide such payments in the future, as and
to the extent such Benefits become payable. Benefits shall be
paid from the general assets of the Association, and no person
shall, by virtue of this Agreement, have any interest in such
assets (other than an unsecured creditor of the Association).
In the event that a trust is established as described herein at
Article VIII, the trustee of such trust shall inform the Board
annually prior to the commencement of each fiscal year as to the
manner in which such trust assets shall be invested.
ARTICLE VI
ASSIGNMENT
----------
Except as otherwise is provided by this Agreement, it is
agreed that neither the Executive nor his Surviving Spouse (if
any) shall have any right to commute, sell, assign, transfer,
encumber and pledge or otherwise convey the right to receive any
Benefits hereunder, which Benefits and the rights thereto are
expressly declared to be nonassignable and nontransferable.
4<PAGE>
<PAGE>
ARTICLE VII
NO RETENTION OF SERVICES
------------------------
The Benefits payable under this Agreement shall be
independent of, and in addition to, any other employment
agreement that may exist from time to time between the parties
hereto, or any other compensation payable by the Association to
the Executive, whether salary, bonus, retirement income under
employee benefit plans sponsored or maintained by the Company or
the Association, or otherwise. This Agreement shall not be
deemed to constitute a contract of employment between the
parties hereto, nor shall any provision hereof restrict the
right of the Association to terminate the Executive's
employment, or restrict the right of the Executive
to terminate his employment.
ARTICLE VIII
RIGHTS OF THE EXECUTIVE
-----------------------
The rights of the Executive under this Agreement and of his
Surviving Spouse (if any) shall be solely those of an unsecured
creditor of the Association except as may be provided in this
Article. In the event that the Association shall establish an
irrevocable trust to be attached as Schedule A hereto ("Trust
Agreement"), such assets of the Association may be held by such
trust pursuant to such Trust Agreement, subject to claims by
general creditors of the Association by appropriate judicial
action as provided by such Trust Agreement. Any insurance
policy or any other asset or held by the Association in
connection with the liabilities assumed by it hereunder, shall
not, except as otherwise expressly provided and as attached as
Schedule A hereto, be deemed to be held under any trust for the
benefit of the Executive or his Surviving Spouse (if any), or to
be security for the performance of the obligations of the
Association, but shall be, and remain, a general, unpledged,
unrestricted asset of the Association. Neither Executive nor
his Surviving Spouse (if any) shall be named as owner of an
insurance policy, if any, held in connection with the
liabilities hereunder.
ARTICLE IX
INVOLUNTARY TERMINATION OF EMPLOYMENT;
TERMINATION OF EMPLOYMENT UPON A CHANGE IN CONTROL;
OR TERMINATION FOR JUST CAUSE
--------------------------------------------------
The provisions of this Article shall supersede any
provisions of this Agreement to the contrary.
In the event that Executive's employment with the
Association shall be terminated by an action of the Board of
Directors of the Association for conduct not constituting Just
5<PAGE>
<PAGE>
Cause or in the event of the Executive's termination of
employment in connection with a Change in Control which triggers
the payment of benefits under Section 11 of the Employment
Agreement, then the Executive shall become fully vested in his
right to Benefits, and the present value of such Benefits shall
be due and payable to the Executive in one lump sum payment
within 10 days following such termination of employment with the
Association. For purposes hereof, present value shall be
determined using the 1984 Unisex Pension Mortality Table (set
forward one year) and 120% of the interest rates used by the
Pension Benefit Guaranty Corporation for purposes of determining
the present value on plan termination on January 1 preceding the
termination date.
In the event of the Executive's termination of employment
for Just Cause, no Benefits shall be payable hereunder, and the
Association shall have no further obligations hereunder, unless
and to the extent that the Association determines, in its sole
and absolute discretion, to the contrary.
ARTICLE X
REORGANIZATION
--------------
The Association agrees that it will not merge or
consolidate with any other corporation or organization, or
permit its business activities to be taken over by any other
organization, unless and until the succeeding or continuing
corporation or other organization shall expressly assume the
rights and obligations of the Association herein set forth. The
Association further agrees that it will not cease its business
activities or terminate its existence, other than as heretofore
set forth in this paragraph, without having made adequate
provision for the fulfillment of its obligation hereunder.
ARTICLE XI
AMENDMENTS
----------
This Agreement may be revoked or be amended in whole or in
part only by a writing signed by all of the parties hereto.
ARTICLE XII
STATE LAW
---------
This Agreement shall be construed and governed in all
respects under and by the laws of the State of Missouri. If any
provision of this Agreement shall be held by a court of
competent jurisdiction to be invalid or unenforceable, the
remaining provisions hereof shall continue to be fully
effective.
6<PAGE>
<PAGE>
ARTICLE XIII
HEADINGS
--------
Heading and subheadings in this Agreement are inserted for
convenience and reference only and constitute no part of this
Agreement.
ARTICLE XIV
COUNTERPARTS
------------
This Agreement may be executed in an original and any
number of counterparts, each of which shall constitute an
original of one and the same instrument.
ARTICLE XV
GENDER
------
This Agreement shall be construed, where required, so that
the masculine gender includes the feminine.
ARTICLE XVI
EFFECTIVE DATE
--------------
The effective date of this Agreement shall be the date of
the Association's conversion from mutual to stock form, and this
Agreement shall be contingent on such conversion. Unless
terminated earlier in accordance with Article XIX, this
Agreement shall remain in effect during the term of employment
of the Executive and until all benefits payable hereunder have
been made.
ARTICLE XVII
Interpretation of the Agreement
-------------------------------
The Board of Directors of the Association shall have sole
and absolute discretion to administer, construe, and interpret
the Agreement, and the decisions of the Board shall be
conclusive and binding on all affected parties (unless such
decisions are arbitrary and capricious).
ARTICLE XVIII
ARBITRATION OF DISPUTES
-----------------------
In the event that any dispute arises between the Executive
and the Association as to the terms or interpretation of this
Agreement, said dispute shall be referred to the American
Arbitration Association, and the parties expressly consent to
submit said dispute to be so arbitrated. The decision of the
American Arbitration Association shall be final and binding on
all the parties, and there shall be no appeal therefrom.
<PAGE>
ARTICLE XIX
TERMINATION OF AGREEMENT
------------------------
The Association and the Executive (or his Surviving Spouse
in the event she survives him) may terminate this Agreement at
any time in a writing executed by the parties.
IN WITNESS WHEREOF, the Association has caused this
Agreement to be signed in its corporate name by its duly
authorized officer, impressed with its corporate seal, and
properly attested to, and the Executive has hereto set his hand,
all on the day and year first above written.
<TABLE>
<CAPTION>
JEFFERSON SAVINGS AND LOAN ASSOCIATION
<S> <C>
Attest: /s/ Gary G. Honerkamp By: /s/ Edward G. Throop, Chairman of the Board
--------------------- -------------------------------------------
EXECUTIVE
Witness: /s/ Paul J. Milano /s/ David V. McCay
--------------------- -------------------------------------------
David V. McCay
</TABLE>
