PROXY STATEMENT
MBLA FINANCIAL CORPORATION
ANNUAL MEETING OF STOCKHOLDERS
OCTOBER 29, 1996
<PAGE>
<PAGE>
MBLA FINANCIAL CORPORATION
101 VINE STREET
MACON, MISSOURI 63552
(816) 385-2122
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
OCTOBER 29, 1996
GENERAL
This proxy statement is being furnished to stockholders of MBLA Financial
Corporation ("MBLA" or the "Company") in connection with the solicitation by
the Board of Directors of the Company (the "Board" or the "Board of
Directors") of proxies to be used at the Annual Meeting of Stockholders (the
"Meeting") to be held on October 29, 1996, at 4:30 p.m. Central Time, at the
Company's offices at 101 Vine Street, Macon, Missouri 63552 and at any
adjournments thereof. The 1996 Annual Report to Stockholders, including the
consolidated financial statements for the fiscal year ended June 30, 1996
accompanies this proxy statement, which is first being mailed to stockholders
of record on or about September 30, 1996.
Regardless of the number of shares of common stock owned, it is important
that a majority of the shares outstanding be represented in person or by proxy
at the Meeting to ensure the presence of a quorum for the transaction of
business. Stockholders are requested to vote by completing the enclosed
proxy card and returning it signed and dated in the enclosed postage-paid
envelope. Stockholders are urged to indicate their vote in the spaces
provided on the proxy card. Proxies solicited by the Board of Directors of
MBLA will be voted in accordance with the directions given therein. Where no
instructions are indicated, signed proxies will be voted FOR the specific
proposals presented in this proxy statement.
Other than the matters listed in the accompanying Notice of Annual
Meeting of Stockholders, the Board of Directors knows of no matters that will
be presented for consideration at the Meeting. Execution of a proxy, however,
confers on the designated proxy holders the discretionary authority to vote
the shares in accordance with their best judgement on such other business, if
any, that may properly come before the Meeting or any adjournments thereof.
VOTING AND REVOCABILITY OF PROXIES
A proxy may be revoked at any time prior to its exercise by the filing of
a written notice of revocation with the Secretary of the Company, by
delivering to the Company a duly executed proxy bearing a later date, or by
attending the Meeting and voting in person. However, if you are a stockholder
whose shares are not registered in your own name, you will need appropriate
documentation from your stockholder of record to vote in person at the
Meeting.
The cost of solicitation of proxies on behalf of management will be borne
by the Company. In addition to the solicitation of proxies by mail, Boatmen's
Trust Co. will assist the Company in soliciting proxies for the Meeting and
will be paid a fee of $1,200 plus out-of-pocket expenses. Proxies may also be
solicited personally or by telephone or telegraph by directors, officers, and
regular employees of the Company and Macon Building and Loan Association, F.A.
(the "Association"), without additional compensation therefor. The Company
will also request persons, firms, and corporations holding shares in their
names, or in the name of their nominees, which are beneficially owned by
others, to send proxy material to and obtain proxies from such beneficial
owners, and will reimburse such holders for their reasonable expenses in doing
so.
<PAGE>
<PAGE>
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The securities which may be voted at the Meeting consist of shares of
common stock of the Company (the "Common Stock"), with each share entitling
the holder thereof to one vote on each matter to be considered at the Meeting,
except as described below. There is no cumulative voting for the election
of directors.
The close of business on September 20, 1996 has been fixed by the Board
of Directors as the record date (the "Record Date") for the determination of
stockholders of record entitled to notice of, and to vote at, the Meeting and
any adjournments thereof. The total number of shares of Common Stock
outstanding on the Record Date was 1,359,811 shares.
As provided in the Company's Certificate of Incorporation, record holders
of Common Stock who beneficially own in excess of 10% of the outstanding
shares of Common Stock (the "Limit") are not entitled to any vote in respect
of the shares held in excess of the Limit. A person or entity is deemed to
beneficially own shares owned by an affiliate of, as well as persons acting in
concert with, such person or entity. The Company's Certificate of
Incorporation authorizes the Board of Directors (i) to make all determinations
necessary to implement and apply the Limit, including determining whether
persons or entities are acting in concert, and (ii) to demand that any person
who is reasonably believed to beneficially own stock in excess of the Limit to
supply information to the Company to enable the Board to implement and apply
the Limit.
The presence, in person or by proxy, of the holders of at least a
majority of the total number of shares of Common Stock entitled to vote at the
meeting (after subtracting any shares in excess of the Limit pursuant to the
Company's Certificate of Incorporation) is necessary to constitute a quorum at
the Meeting. In the event there are insufficient votes for a quorum or to
approve or ratify any proposal at the time of the Meeting, the Meeting may be
adjourned in order to permit the further solicitation of proxies.
As to the election of directors, the proxy card being provided by the
Board of Directors enables a shareholder of record to vote "FOR" the election
of the nominees proposed by the Board, or to "WITHHOLD AUTHORITY" to vote for
one or more of the nominees being proposed. Under Delaware law and the
Company's Bylaws, directors are elected by a plurality of votes cast without
regard to either (i) broker non-votes or (ii) proxies as to which authority to
vote for one or more of the nominees being proposed is withheld. The proposal
for the ratification of Lockridge, Constant and Conrad as independent
accountants for the Company for the fiscal year ending June 30, 1997 requires
the affirmative vote of a majority of the votes cast on such proposal without
regard to broker non-votes and abstentions.
If a shareholder is a participant in the Association's Employee Stock
Ownership Plan ("ESOP"), the proxy card represents a voting instruction to the
trustees of the ESOP as to the number of shares in the participant's plan
account. Each participant in the ESOP may direct the trustees as to the
manner in which shares of Common Stock allocated to the participant's plan
account are to be voted. Unallocated shares of Common Stock held by the ESOP
and allocates shares for which no voting instructions are received will be
voted by the trustees in the same proportion as shares for which the trustees
have received voting instructions.
Proxies solicited hereby will be returned to the Board and will be
tabulated by personnel appointed by the Board and Boatmen's Trust employees.
The Securities Exchange Act of 1934 ("Exchange Act") requires that any
person who acquires the beneficial ownership of more than 5% of the Common
Stock of the Company notify the Securities and Exchange Commission ("SEC") and
the Company. Based upon such reports provided to the Company, the following
table sets forth, as of the Record Date, certain information as to those
persons who were beneficial owners of more than 5% of the outstanding shares
of Common Stock.
2
<PAGE>
<PAGE>
Percent
Name and Address of Number of Shares and Nature of Common Stock
Beneficial Owner of Beneficial Ownership Outstanding
- ------------------- --------------------------- -----------
Mary Kathryn Drake 156,250 11.49%
2104 Dornoch
League City, Texas
John T. Neer 105,485 6.99%
403 North Wentz
Macon, Missouri
FILING OF BENEFICIAL OWNERSHIP REPORTS
The Common Stock is registered pursuant to Section 12(g) of the Exchange
Act. The officers and directors of the Company and beneficial owners of
greater than 10% of the Common Stock ("10% beneficial owners") are required to
file reports on Forms 3, 4, and 5 with the SEC disclosing changes in
beneficial ownership of the Common Stock. Based on the Company's review of
such ownership reports, no officer, director, or 10% beneficial owner of the
Company failed to file such ownership reports on a timely basis for the fiscal
year ending June 30, 1996. In addition, the Company is not aware of any
additional 13D filings or filings of Forms 3, 4 or 5 by Mary Kathryn Drake.
PROPOSAL 1. ELECTION OF DIRECTORS
Pursuant to the Company's Bylaws, the number of directors of the Company
is set at seven (7) unless otherwise designated by the Board. Each of the
seven members of the Board of Directors of the Company also presently serves
as a director of the Association and its wholly owned subsidiary, MBL
Financial Services ("MBL"). Directors are elected for staggered terms of
three years each, with a term of office of only one of the three classes of
directors expiring each year. Directors serve until their successors are
elected and qualified.
The three nominees for 3-year terms to expire in 1999 proposed for
election at the Meeting are Messrs. Hutton, Gehringer and Neer. All nominees
named are presently directors of the Company. No person being nominated as a
director is being proposed for election pursuant to any agreement or
understanding between such person and the Company.
In the event that any such nominee is unable to serve or declines to
serve for any reason, it is intended that proxies will be voted for the
election of the balance of those nominees named and for such other persons as
may be designated by the present Board of Directors. The Board of Directors
has no reason to believe that any of the persons named will be unable or
unwilling to serve. Unless authority to vote for the directors is withheld,
it is intended that the shares represented by the enclosed proxy card, if
executed and returned, will be voted FOR the election of all nominees proposed
by the Board of Directors.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF ALL
NOMINEES NAMED IN THIS PROXY STATEMENT.
3
<PAGE>
<PAGE>
<TABLE>
The following table sets forth, as of the Record Date, the names of the nominees and continuing
directors including their ages, a brief description of their recent business experience, including present
occupations and employment, certain directorships held by each, the year in which each became a director,
the year in which their term as director of the Company expires, and the amount of Common Stock and the
percent thereof beneficially owned by each and all directors and executive officers as a group.
Shares of
Name and Principal Occupation Expiration Common Stock Ownership
at Present and for the Past Director of Term as Beneficially As a Percent
Five Years Age (1) Since(2) Director Owned(3) of Class
- ----------------------------- -------- -------- ---------- ------------ ------------
Nominees
- --------
<S> <C> <C> <C> <C> <C> <C>
Charles L. Hutton 78 1964 1996 44,525 (4)(5) 2.95
Chairman of the Board of the
Company and the Association
Truman L. Gehringer 73 1966 1996 15,806 (6) 1.05
Former Vice President of the
Company and the Association
John T. Neer 47 1985 1996 105,485 (7) 6.99
President and Chief Executive
Officer of the Company and the Association
Continuing Directors
- --------------------
Arnold L. Walter 71 1978 1997 44,525 (4)(5) 2.95
Owner, Walter's Service Garage
Carl B. Barrows 76 1973 1997 23,352 (4)(5) 1.55
Vice Chairman of the Board of
the Company and the Association
Robert M. Wilhite 58 1973 1998 39,282 (4)(5) 2.60
Dentist
Richard C. Miller, Jr. 59 1974 1998 40,722 (4)(5) 2.70
Owner, Miller Rexall Drug Store
Stock Beneficial Ownership of all 428,926 (8)(9)10) 28.41
Directors and executive officers
as a group (11 persons) and unallocated
ESOP stock voted by the ESOP trustee
_______________________________________
(1) As of June 30, 1996.
(2) Includes years of service as a director of the Association.
(3) Each person or relative of such person whose shares are included herein, exercises sole (or shared
with spouse, relative, or affiliate) voting or dispositive power as to the shares reported.
(4) Includes 9,833 shares subject to options at $10.00 per share that may be acquired by each outside
director under the MBLA Financial Corporation 1993 Stock Option Plan for Outside Directors (the
"Directors' Option Plan").
(5) Includes 1,173 shares awarded to each outside director under the Macon Building and Loan
Association, F.A. Recognition and Retention Plan and Trust for Outside Directors ("DRP").
(6) Includes 2,346 shares with respect to Mr. Gehringer awarded under the DRP. Includes options to
purchase 9,833 shares at $14.625 awarded under the Directors' Option Plan.
</TABLE>
4
<PAGE>
<PAGE>
(footnotes from previous page)
(7) Includes 5,124 shares awarded under the Macon Building and Loan
Association, F.A. Recognition and Retention Plan and Trust for Officers
and Employees ("RRP"). Includes 60,375 shares with respect to which
shares may be acquired through the exercise of stock options under the
MBLA Financial Corporation 1993 Incentive Stock Option Plan "Incentive
Option Plan").
(8) Includes 58,998 shares subject to options under the Directors' Option
Plan, 90,563 shares with respect to all current executive officers
which may be acquired through the exercise of stock options granted
under the Incentive Option Plan, and 16,080 shares awarded to directors
and executive officers under the DRP and the RRP.
(9) Mr. Hutton serves as trustee of the Employee Stock Ownership Plan
("ESOP") which holds 69,816 shares of common stock for the benefit of
Association employees. Such stock will be allocated to ESOP
participants as the ESOP debt is repaid over the next 4 year period.
As of the Record Date, 22,256 shares have been allocated to ESOP
participants for which such participants may direct the ESOP trustee as
to voting. The remaining 47,560 unallocated shares, and allocated
shares for which no timely voting direction is received by the ESOP
Trustee, will be voted by the trustee in accordance with the
instructions received on allocated shares, subject to the trustee's
fiduciary duty under the Employee Retirement Income Security Act of
1974, as amended. Mr. Hutton disclaims beneficial ownership of all
69,816 shares held by the ESOP.
(10) Includes 47,560 shares unallocated for the ESOP which are voted by Mr.
Hutton, who serves as trustee for the ESOP.
Nominations for Directors
Only persons who are nominated in accordance with the procedures set forth
in the Company's Bylaws shall be eligible for election as directors.
Nominations of persons for election to the Board of Directors of the Company
may be made at a meeting of stockholders at which directors are to be elected
only (i) by or at the direction of the Board of Directors (ii) by any
stockholder of the Company entitled to vote for the election of directors at
the meeting who complies with the notice procedures set forth in Section 6(c)
of the Bylaws. Such nominations, other than those made by or at the direction
of the Board of Directors, shall be made by timely notice in writing to the
Secretary of the Company. To be timely, a stockholder's notice shall be
delivered or mailed to and received at the principal executive offices of the
Company not less than ninety (90) days prior to the date of the meeting;
provided, however, that in the event that less than one hundred (100) days
notice or prior disclosure of the date of the meeting is given or made to
stockholders, notice by the stockholder to be timely must be so received not
later than the close of business on the 10th day following the day on which
such notice of the date of the meeting was mailed or such public disclosure
was made.
Such stockholder's notice shall set forth (i) as to each person whom such
stockholder proposes to nominate for election or re-election as a director,
all information relating to such person that is required to be disclosed in
solicitations of proxies for election of directors, or is otherwise required
pursuant to the Exchange Act (including such person's written consent to being
named in the proxy statement as a nominee and to serving as a director if
elected); and (ii) as to the stockholder giving the notice, (x) the name and
address, as they appear on the Company's books, of such stockholder and (y)
the class and number of shares of the Company's capital stock that are
beneficially owned by such stockholder. At the request of the Board of
Directors any person nominated by the Board of Directors for election as a
director shall furnish to the Secretary of the Company that information
required to be set forth in a stockholder's notice of nomination which
pertains to the nominee.
The officer of the Company or other person presiding at the meeting shall,
if the facts so warrant, determine that a nomination was not made in
accordance with the provisions of the Bylaws and, if such person shall so
determine, such person shall so declare to the meeting and the defective
nomination shall be disregarded.
Meetings of the Board and Committees of the Board
The Board of Directors conducts its business through meetings of the Board
and through activities of its committees. The Board of Directors meets as
needed. During fiscal 1996, the Board of Directors of the Company held seven
meetings. All of the directors of the Company attended at least 75% in the
aggregate of the total number
5
<PAGE>
<PAGE>
of the Company's board meetings held and committee meetings on which such
director served during fiscal 1996. The Board of Directors of the Company
maintains committees, the nature and composition of which are described below.
The Audit Committee of the Company consists of Lester Hutton, Ben Barrows,
Richard Miller, Robert Wilhite and Clyde Smith. This committee meets
quarterly and engages an independent audit firm, approves internal audit
schedules, and reviews internal audit reports. The audit committee met four
times in fiscal 1996.
The Company's Nominating Committee for the 1996 Annual Meeting consists of
Messrs. Wilhite, Miller, and Walter. The Committee considers and recommends
the nominees for director to stand for election at the Company's Annual
Meeting of stockholders. The Nominating Committee met one time in fiscal
1996.
The Investment Committee consists of Directors Gehringer, Walter, Miller and
Neer and Clyde Smith, the Chief Financial Officer and Vice President. The
Committee reviews investment opportunities and new products for investment
purposes and to manage cash flow needs, monitors changes in value of the
investment portfolio, and reviews and adjusts lending rates. The Investment
Committee met three times in fiscal 1996.
Directors' Compensation
Directors' Fees. Directors of the Company do not receive any fees or
retainer for serving on the Company's Board. All directors of the Association
receive a fee of $600 for each meeting held. Members of the Association's
Executive Committee, Audit Committee, and Investment Committee receive $25 per
meeting for serving on these Committees. Directors receive no additional fees
as directors of the service corporation.
Directors' Consultation and Retirement Plan. The purpose of the Plan is to
provide retirement benefits to Directors of Macon Building and Loan
Association (the "Association") who have provided expertise in enabling the
Association to experience successful growth and development, so as to ensure
that the Association will have their continued services to assist the
Association in the conduct of its affairs.
Within thirty (30) days of a Participant's Termination Date, a Participant
who has agreed to provide Consulting Services shall be designated a Consulting
Director, and such Consulting Director shall be paid the portion of an annual
Retirement Benefit based on years of service, in equal monthly installments
for the number of months equal to the lesser of (1) the number months such
Participant has agreed to provide Consulting Services as a Consulting
Director, or (2) five (5) years. At the expiration of the period for which
the Participant is entitled to benefits under this paragraph, his or her
status as a Consulting Director shall cease.
Other. Directors who are not also employees of the Company or the
Association also participate in the Director's Option Plan and the DRP.
6
<PAGE>
<PAGE>
Executive Compensation
Summary Compensation Table. The following table shows, for the fiscal years
ending June 30, 1996, 1995, and 1994, the cash compensation paid by the
Association, as well as certain other compensation paid or accrued for those
years, to the Chief Executive Officer of the Company and the Association. No
other executive officer of the Company or the Association received salary and
bonus in excess of $100,000 in fiscal 1996.
Annual Compensation Long Term Compensation
Awards
Name and Other Annual All Other
Principal Position Year Salary($) Bonus($) Compensation($) Compensation($)
(1) (2) (3)
- ------------------ ---- -------- ------- ------------- ------------
John T. Neer 1996 $127,200 $ --- --- $30,000
President, Chief 1995 $122,200 $ --- --- $30,000
Executive Officer, 1994 $117,000 $ --- --- $24,000
and Director
(1) Includes fees as director of the Association.
(2) Does not include perquisites for the fiscal years ended June 30, 1996,
1995 and 1994 which did not exceed the lesser of $50,000 or 10% of salary
and bonus.
(3) Includes 3,000 and 3,000 shares of common stock allocated under the ESOP
during the fiscal year ended June 30, 1996 and 1995 respectively. As of
June 30, 1996 and 1995, the value of such shares was $70,500 and $43,500
respectively.
Employment Agreement. The Association and the Company have entered into
an employment agreement with Mr. John T. Neer. The employment agreement
provides for a three-year term. Commencing on the first anniversary date and
continuing each anniversary date thereafter, the agreement may be extended for
an additional year so that the remaining term shall be three years if the
Board of Directors, after conducting performance evaluations, votes to extend
the agreement. The agreement provides that the base salary for Mr. Neer is
$120,000. In addition to the base salary, the agreement provides for, among
other things, disability pay, participation in stock benefit plans, and other
fringe benefits. The agreement provides for termination by the Association
for cause at any time. In the event the Association chooses to terminate Mr.
Neer's employment for reasons other than for cause or in the event of Mr.
Neer's resignation upon (i) the failure to re-elect or nominate Mr. Neer to
his current offices or board membership, (ii) a material change in the
executive's functions, duties, or responsibilities, or relocation of his
principal place of employment, (iii) a liquidation, dissolution,
consolidation, reorganization, or merger in which the Association is not the
resulting entity, or (iv) a breach of the agreement by the Association if
termination, voluntary or involuntary, occurs following a hostile change in
control of the Association, Mr. Neer or, in the event of death, his
beneficiary, would be entitled to a severance payment equal to three times his
average annual compensation over the past three years of employment with the
Association. The Association would also continue the executive's life,
health, accident, and disability coverage for the remaining unexpired term of
the agreement. A hostile change in control is defined to mean a change in
control of which the Board of Directors of the Association has not approved or
recommended to shareholders. A change in control is generally defined to mean
the acquisition by a person or group of persons having beneficial ownership of
20% or more of the Association's or Company's Common Stock during the term of
the agreement or a tender offer for 20% of the Common Stock or exchange offer,
merger, or other form of business combination, sale of assets, or an election
of directors which result in a change of a majority of the Board of Directors.
Payments under the employment agreement in the event of a change in
control may constitute an excess parachute payment under Section 280G of the
Code resulting in the imposition of an excise tax on the recipient and denial
of a deduction to the Association for all amounts in excess of the executive's
average annual compensation for the five tax years preceding the change in
control. The agreement provides that benefits payable to the executive under
a change in control will be reduced to an amount that would not constitute an
excess parachute payment (as that term is defined in Section 280G of the Code)
if the reduced amount is greater than the non-reduced amount less payments of
any excise tax.
7
<PAGE>
<PAGE>
Stock Option Plan. The following table provides certain information with
respect to the number of shares of Common Stock represented by outstanding
stock options held by John T. Neer as of June 30, 1996 under the Company's
Incentive Stock Option Plan. Also reported are the value for "in-the-money"
options which represent the positive spread between the exercise price of any
such existing stock options and the year-end price of the Common Stock. No
options were granted to or exercised by Mr. Neer in 1996.
Aggregated Option/SAR Exercises in Last Fiscal Year
and Fiscal Year End Options/SAR Values
Number of Value of Unexercised
Unexercised In-the-money
Shares Acquired Value Options/SARs at Options/SARs at
Name on Exercise(#) Realized Fiscal Year End(#) Fiscal Year End($)(1)
Exercisable/ Exercisable/
Unexercisable Unexercisable
- ---- ----------- -------- ------------- -------------
John T. Neer --- --- 40,000/20,375 $540,000/$275,062
(1) The exercise price of the option is $10.00. As of June 30, 1996, the
closing price of the Common Stock, as reported on the Nasdaq National
Market, was $23.50.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Association had no "interlocking" relationships existing on or after
July 1, 1994 in which (i) any executive officer is a member of the
Association's Board of Directors, or where (ii) any executive officer
is a member of the compensation committee of another entity, one of whose
executive officers is a member of the Association's Board of Directors. The
Association, like many financial institutions, has followed a policy of
granting various types of loans to officers, directors, and employees. The
loans have been made in the ordinary course of business and on substantially
the same terms, including interest rates and collateral, as those prevailing
at the time for comparable transactions with the Association's other
customers, and do not involve more than the normal risk of collectibility, nor
present other unfavorable features. All loans by the Association to its
directors and executive officers are subject to OTS regulations restricting
loans and other transactions with affiliated persons of the Association. The
Association's affiliates must qualify for loans on terms and conditions
comparable to those for similar transactions with non-affiliates.
Furthermore, loans to an affiliate must be approved in advance by a
disinterested majority of the Board of Directors or be within other guidelines
established as a result of OTS regulations.
8
<PAGE>
<PAGE>
PROPOSAL 2. RATIFICATION OF APPOINTMENT
OF INDEPENDENT AUDITORS
The Company's independent auditors for the fiscal year ended June 30, 1996
were Lockridge, Constant and Conrad. The Company's Board of Directors has
reappointed Lockridge, Constant and Conrad to continue as independent auditors
for the Association and the Company for the year ending June 30, 1997, subject
to ratification of such appointment by the stockholders.
Representatives of Lockridge, Constant and Conrad will be present at the
Meeting. They will be given an opportunity to make a statement if they desire
to do so and will be available to respond to appropriate questions from
stockholders present at the Meeting.
Unless marked to the contrary, the shares represented by the enclosed Proxy,
if executed and returned, will be voted for ratification of the appointment of
Lockridge, Constant and Conrad as the independent auditors of the Association
and the Company.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" RATIFICATION OF THE
APPOINTMENT OF LOCKRIDGE, CONSTANT AND CONRAD AS THE INDEPENDENT AUDITORS
OF THE ASSOCIATION AND THE COMPANY.
STOCKHOLDER PROPOSALS
To be considered for inclusion in the proxy statement and proxy relating to
the Annual Meeting of Stockholders to be held in 1997, a stockholder proposal
must be received by the Secretary of the Company at the address set forth on
the first page of this Proxy Statement, not later than June 2, 1997. Any such
proposal will be subject to the proxy solicitation rules of the Exchange Act
and the procedures contained in the Company's bylaws.
OTHER MATTERS
The Board of Directors knows of no business which will be presented for
consideration at the Meeting other than as stated in the accompanying Notice
of Annual Meeting of Stockholders. If, however, other matters are properly
brought before the Meeting, it is the intention of the persons named in the
accompanying proxy to vote the shares represented thereby on such matters in
accordance with their best judgement.
Whether or not you intend to be present at the Meeting, you are urged to
return your proxy promptly. If you are present at the Meeting and wish to
vote your shares in person, your proxy may be revoked by voting at the
Meeting.
A copy of the Form 10-KSB (without exhibits) for the year ended June 30,
1996, as filed with the Securities and Exchange Commission, will be furnished
without charge to stockholders of record upon written request to MBLA
Financial Corporation, Mr. John T. Neer, President, 101 Vine Street, Macon,
Missouri 63552.
By Order of the Board of Directors
/s/ CLYDE D. SMITH
------------------
Clyde D. Smith
Secretary
Macon, Missouri
September 30, 1996
YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON. WHETHER OR
NOT YOU PLAN TO ATTEND THE MEETING, YOU ARE REQUESTED TO SIGN AND PROMPTLY
RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
<PAGE>
<PAGE>
- ------------------------------------------------------------------------------
MBLA FINANCIAL CORPORATION
101 VINE STREET MACON, MISSOURI 63552 (816) 385-2122
- ------------------------------------------------------------------------------
The Board of Directors recommends a vote "FOR" all of the propositions listed
below.
The undersigned hereby appoints the Board of Directors of MBLA Financial
Corporation ("Company"), or its designee, with full powers of substitution, to
act as attorneys and proxies for the undersigned, to vote all shares of Common
Stock of the Company which the undersigned is entitled to vote at the Annual
Meeting of Stockholders ("Meeting"), at Macon Building & Loan Assn., 101 Vine
Street, Macon, Missouri, on October 29, 1996, at 4:30 p.m. and at any and all
adjournments thereof, as follows:
VOTE FOR VOTE WITHHELD
1. The election as a director of
all nominees listed below each [ ] [ ]
for 3 year terms
(except as marked below to the contrary).
LESTER HUTTON
TRUMAN GEHRINGER
JOHN T. NEER
INSTRUCTIONS: To withhold your vote for any individual nominee,
insert that nominee's name on the line provided to the right. _______________
FOR AGAINST ABSTAIN
2. The ratification of the appointment of
Lockridge, Constant and Conrad as auditors
of the Company for the 1997 fiscal year. [ ] [ ] [ ]
3. In their discretion, such attorneys and proxies are authorized to vote on
any other business that may properly come before the Meeting or any
adjournments thereof.
<PAGE>
<PAGE>
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Should the undersigned be present and elect to vote at the Meeting, or at any
adjournments thereof, and after notification to the Secretary of the Company
at the Meeting of the stockholder's decision to terminate this proxy, the
power of said attorneys and proxies shall be deemed terminated and of no
further force and effect.
The undersigned may also revoke this proxy by filing a subsequently dated
proxy or by notifying the Secretary of the Company of his or her decision to
terminate this proxy.
The undersigned acknowledges receipt from the Company prior to the execution
of this proxy of a Notice of the Meeting, a Proxy Statement dated October 29,
1996 and an Annual Report to Stockholders.
Dated:___________________________________________________ , 1996.
[ ] Please check here if you plan to attend the Meeting.
__________________________ __________________________
SIGNATURE OF STOCKHOLDER SIGNATURE OF STOCKHOLDER
Please sign exactly as your name appears on this Proxy card. When signing as
attorney, executor, administrator, trustee or guardian, please give your full
title. IF SHARES ARE HELD JOINTLY, EACH HOLDER SHOULD SIGN.
*** PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED
POSTAGE-PREPAID ENVELOPE. ***
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED,
THIS PROXY WILL BE VOTED FOR EACH OF THE PROPOSITIONS STATED. IF ANY OTHER
BUSINESS IS PRESENTED AT THE MEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED
IN THIS PROXY IN THEIR BEST JUDGMENT. AT
THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE
PRESENTED AT THE MEETING.
<PAGE>
<PAGE>
