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MBLA Financial Corporation
101 Vine Street
Macon, Missouri 63552
(660) 385-2122
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held On October 27, 1998
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NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the
"Meeting") of MBLA Financial Corporation (the "Company") will be held on
October 27, 1998, at 4:30 p.m. Central Time, at the Macon Building and Loan
Association, 101 Vine Street, Macon, Missouri.
The Meeting is for the purpose of considering and voting upon the
following matters:
1. The election of two directors each for terms of three years;
2. The ratification of Lockridge, Constant and Conrad as independent
auditors of the Company for the fiscal year ending June 30, 1999;
and
3. Such other matters as may properly come before the meeting or any
adjournment thereof.
The Board of Directors has established September 18, 1998, as the record
date for the determination of stockholders entitled to notice of and to vote
at the Meeting and at any adjournments thereof. Only record holders of the
Common Stock of the Company as of the close of business on that date will be
entitled to vote at the Meeting or any adjournments thereof. In the event
there are not sufficient votes for a quorum or to approve or ratify any of the
foregoing proposals at the time of the Meeting, the Meeting may be adjourned
in order to permit further solicitation of proxies by the Company.
EACH STOCKHOLDER, WHETHER OR NOT HE OR SHE PLANS TO ATTEND THE MEETING, IS
REQUESTED TO SIGN, DATE, AND RETURN THE ENCLOSED PROXY WITHOUT DELAY IN THE
ENCLOSED POSTAGE-PAID ENVELOPE. ANY PROXY GIVEN BY THE STOCKHOLDER MAY BE
REVOKED BY FILING WITH THE SECRETARY OF THE COMPANY A WRITTEN REVOCATION OR A
DULY EXECUTED PROXY BEARING A LATER DATE. ANY STOCKHOLDER PRESENT AT THE
MEETING MAY REVOKE HIS OR HER PROXY AND VOTE PERSONALLY ON EACH MATTER BROUGHT
BEFORE THE MEETING. HOWEVER, IF YOU ARE A STOCKHOLDER WHOSE SHARES ARE NOT
REGISTERED IN YOUR OWN NAME, YOU WILL NEED ADDITIONAL DOCUMENTATION FROM YOUR
RECORD HOLDER TO VOTE IN PERSON AT THE MEETING.
By Order of the Board of Directors
/s/ Clyde D. Smith
Clyde D. Smith
Secretary
Macon, Missouri
September 25, 1998
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IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES IN ORDER TO INSURE A QUORUM AT THE MEETING. A
SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS
REQUIRED IF MAILED IN THE UNITED STATES.
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PROXY STATEMENT
MBLA FINANCIAL CORPORATION
ANNUAL MEETING OF STOCKHOLDERS
OCTOBER 27, 1998
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MBLA FINANCIAL CORPORATION
101 VINE STREET
MACON, MISSOURI 63552
(660) 385-2122
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PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
OCTOBER 27, 1998
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GENERAL
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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 27, 1998, 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 1998 Annual Report to Stockholders, including the
consolidated financial statements for the fiscal year ended June 30, 1998
accompanies this proxy statement, which is first being mailed to stockholders
of record on or about September 25, 1998.
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.
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VOTING AND REVOCABILITY OF PROXIES
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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, Registrar
and Transfer Co. will assist the Company in soliciting proxies for the Meeting
and will be paid a fee of $1,000 plus out-of-pocket expenses. Proxies may
also be solicited personally or by telephone or telecopier 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.
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VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
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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. The Company's Certificate of Incorporation
prohibits cumulative voting for the election of directors.
The close of business on September 18, 1998 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 1,247,021 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, 1999 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
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Percent
Name and Address of Number of Shares and Nature of Common Stock
Beneficial Owner of Beneficial Ownership Outstanding
- ------------------- --------------------------- ---------------
Mary Kathryn Drake 156,250 (1) 11.79%
2104 Dornoch
League City, Texas
John T. Neer 81,303 6.07%
405 North Wentz
Macon, Missouri
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(1) As reported in a Schedule 13D, dated August 11, 1994, filed with the SEC.
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FILING OF BENEFICIAL OWNERSHIP REPORTS
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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, 1998. In addition, the Company is not aware of any
additional 13D filings or filings of Forms 3, 4 or 5 by Mary Kathryn Drake.
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PROPOSAL 1. ELECTION OF DIRECTORS
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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 two nominees for 3-year terms to expire in 2001 proposed for election
at the Meeting are Messrs. Miller and Wilhite. 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
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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.
Name and Principal Expira- Shares of Owner-
Occupation at Present tion of Common Stock ship As
and for the Past Director Term as Beneficially a Percent
Five Years Age(1) Since Director Owned(2)(3) of Class
- --------------------- ------ -------- -------- ------------- --------
Nominees
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Robert M. Wilhite 60 1973 1998 41,356(2)(3)(4) 3.12
Dentist
Richard C. Miller, Jr. 61 1974 1998 41,796(2)(3)(4) 3.15
Owner, Miller Rexall
Drug Store
Continuing Directors
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Charles L. Hutton 80 1964 1999 46,599(2)(3)(4) 3.51
Chairman of the Board of the
Company and the Association
Truman L. Gehringer 75 1966 1999 4,931(4) .37
Former Vice President of the
Company and the Association
John T. Neer 49 1985 1999 81,303(4)(6) 6.13
President and Chief
Executive Officer of the
Company and the Association
Arnold L. Walter 73 1978 2000 41,766(2)(4)(5) 3.15
Owner, Walter's Service
Garage
Carl B. Barrows 78 1973 2000 25,346(3)(4) 1.91
Vice Chairman of the Board
of the Company and the
Association
Stock Beneficial Ownership 364,203(7)(8) 27.48
of all Directors and
executive officers as a
group (11 persons) and
unallocated ESOP stock
voted by the ESOP trustee
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(1) As of June 30, 1998.
(2) 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.
(3) Includes 9,833 shares subject to options at $10.00 per share that may be
acquired by each director under the MBLA Financial Corporation 1993
Stock Option Plan for Outside Directors (the "Directors' Option Plan").
(4) Includes 1,404 shares subject to options at $23.50 per share that may be
acquired by each director under the MBLA Financial Corporation Stock
Option Plan.
(5) Includes 5,000 shares subject to options at $10.00 per share that may be
acquired by each director under the MBLA Financial Corporation 1993
Stock Option Plan for Outside Directors (the "Directors' Option Plan").
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(footnotes from previous page)
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(6) Includes 13,779 shares with respect to which shares may be acquired
through the exercise of stock options under the MBLA Financial
Corporation 1993 Stock Option Plan "Incentive Option Plan" at $10.00 per
share.
(7) Mr. Hutton serves as trustee of the Employee Stock Ownership Plan
("ESOP") which holds 70,816 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 2 year period. As
of the Record Date, 51,994 shares have been allocated to ESOP
participants for which such participants may direct the ESOP trustee as
to voting. The remaining 18,822 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
shares held by 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 1998, 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 of the Company's board meetings held and
committee meetings on which such director served during fiscal 1998. The
Board of Directors of the Company maintains committees, the nature and
composition of which are described below.
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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 1998.
The Company's Nominating Committee for the 1998 Annual Meeting consists
of Messrs. Hutton, Gehringer, Neer and Wilhite. 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 1998.
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 $800 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. CORPORATION COMPENSATION PLAN. The purpose of the Plan is to
provide compensation to directors, officers and employees of the Corporation.
Each director, officer and employee of the Corporation, or its subsidiary,
shall be compensated for contributions to the Corporation. Such level of
compensation shall be determined based upon the number of options awarded
under the Corporation's Stock Options Plan.
The Plan shall provide that upon the payment of a cash dividend on the
Common Stock, the participant, whether or not such options are still held by
the participant, shall receive payment of cash in an amount equivalent to the
cash dividend when paid to stockholders of record on record date as
compensation under the Plan. In addition, it should be understood that these
and all future options granted shall be considered in determination of such
compensation rights under the Plan.
Although it is anticipated that such compensation payable to such Plan
participants shall be paid each time that a cash dividend is paid on the
Common Stock, the Board reserves the right to amend, modify, suspend, or
cancel this Plan at any time without prior notice to any participants to the
Plan.
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Executive Compensation
Summary Compensation Table. The following table shows, for the fiscal
years ended June 30, 1998, 1997 and 1996, 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 $100,000 in fiscal 1998.
Annual Compensation Long
- -------------------------------------------------------- Term
Compen-
sation
------
Awards
------
Other All
Annual Other Number
Name and Compen- Compen- of
Pincipal Salary Bonus sation sation Options
Position Year ($)(1) ($) ($)(2) ($)(3) (4)
- -------- ---- ------ --- ------ ------ ---
John T. Neer 1998 $129,600 $ --- --- $30,000 1,404
President, Chief 1997 $127,200 $ --- --- $30,000
Executive Officer, 1996 $127,200 $ --- --- $30,000
and Director
- ----------------------
(1) Includes fees as director of the Association.
(2) Does not include perquisites for the fiscal years ended June 30, 1998,
1997 and 1996 which did not exceed the lesser of $50,000.
(3) Includes 3,000 and 3,000 shares of common stock allocated under the ESOP
during the fiscal year ended June 30, 1998 and 1997 respectively. As of
June 30, 1998, the value of such shares was $70,500.
(4) Subject to option price of $23.50 per share.
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. Assuming that a change in control had occurred during fiscal
year 1998, Mr. Neer would have been entitled to a severance payment of
approximately $360,000. 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
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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.
Salary Continuation Agreement. February 19, 1998, the Association
approved a salary continuation agreement with Mr. John T. Neer to encourage
his retention and to provide him with an additional source of retirement
income. The agreement provides that, upon his termination of employment with
the Association, Mr. Neer will receive 10 annual payments equal to 41.5
percent of his average base salary during the three most recently completed
calendar years preceding his termination date. The Association has purchased
an insurance policy with Mr. Neer as insured to provide an informal source of
funding for the Association's obligations under the agreement. For the fiscal
year ended June 30, 1998, the Association accured compensation expense of
$920.00 with respect to these obligations.
Stock Option Plan. The following table provides certain information with
respect to the number of shares of Common Stock represented by outstanding
stock options held by John T. Neer as of June 30, 1998 under the Company's
Incentive Stock Option Plan. Also reported are the value for "in-the-money"
options which represent the positive spread between the exercise price of any
such existing stock options and the year-end price of the Common Stock.
Aggregated Option/SAR Exercises in Last Fiscal Year
and Fiscal Year End Options/SAR Values
Number of Value of
Shares Unexercised Unexercised
Acquired Options/ In-the-money
on SARs Options/SARs
Exer- Value at Fiscal at Fiscal Year
Name cise(#) Realized Year End(#) End($)(1)(2)
- ---- ------- -------- ----------- ------------
Exercisable/ Exercisable/
Unexercisable Unexercisable
------------- -------------
John T. Neer 25,000 $612,500 13,404/375 $175,404/$5,437.50
- -----------------
(1) The exercise price of the option is $10.00 on shares as of June 30, 1998,
the closing price of the Common Stock, as reported on the Nasdaq National
Market, was $24.50.
(2) The exercise price on 1,404 shares is $23.50.
Compliance with Section 16(a) of the Exchange Act. Section 16(a) of the
Exchange Act requires the Company's executive officers, directors and persons
who own more than 10% of any registered class of the Company's equity
securities, to file reports of ownership and changes in ownership with the
SEC. Executive officers, directors and greater than 10% stockholders are
required by regulation to furnish the Company with copies of all Section 16(a)
forms they file.
Based solely on its review of the copies of such forms it has received
and written representations provided to the Company by the above referenced
persons, the Company believes that, during the fiscal year ended June 30,
1998, all filing requirements applicable to its reporting officers, directors
and greater than 10% stockholders were properly and timely complied with,
except that John T. Neer inadvertently failed to report timely the cashless
exercise of shares on December 11, 1997, on January 15, 1998 and May 4, 1998;
Clyde Smith inadvertently failed to report timely the cashless exercise of
shares on December 11, 1997, January 15, 1998 and on May 4, 1998; and Arnold
Walter inadvertently failed to report timely the cashless exercise of shares
on January 7, 1998.
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
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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. At June 30, 1998, the aggregate
amount of loans outstanding to officers and directors of the Association was
approximately $535,000.
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PROPOSAL 2. RATIFICATION OF APPOINTMENT
OF INDEPENDENT AUDITORS
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The Company's independent auditors for the fiscal year ended June 30,
1998 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,
1999, 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.
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STOCKHOLDER PROPOSALS
- ------------------------------------------------------------------------------
To be considered for inclusion in the proxy statement and proxy relating
to the Annual Meeting of Stockholders to be held in 1999, 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 1, 1999.
Any such proposal will be subject to the proxy solicitation rules of the
Exchange Act and the procedures contained in the Company's Bylaws.
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9
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OTHER MATTERS
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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 fiscal year ended
June 30, 1998, 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
10
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Macon, Missouri
September 25, 1998
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.
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