SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
_
Filed by the Registrant |X|
_
Filed by a Party other than the Registrant |_|
Check the appropriate box:
_
|_| Preliminary Proxy Statement
_
|_| Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
_
|X| Definitive Proxy Statement
_
|_| Definitive Additional Materials
_
|_| Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
CAPITAL SAVINGS BANCORP, INC
________________________________________________________________________________
(Name of Registrant as Specified In Its Charter)
N/A
________________________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (check the appropriate box):
_
|X| $125 per Exchange Act Rules (6-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
_
|_| $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
_
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies: _______
2) Aggregate number of securities to which transaction applies: __________
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rules 0-11: ____________________
4) Proposed maximum aggregate value of transaction: $_____________________
_
|_| Fee paid previously with preliminary materials.
_
|_| Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount previously paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:<PAGE>
<PAGE>
CAPITAL SAVINGS BANCORP, INC.
September 27, 1996
Dear Fellow Stockholder:
On behalf of the Board of Directors and management of Capital Savings
Bancorp, Inc. (the "Company"), we cordially invite you to attend the Annual
Meeting of Stockholders of the Company. The meeting will be held at 9:00 a.m.
local time, on October 24, 1996 at the Company's main office, located at 425
Madison Street, Jefferson City, Missouri.
The attached Notice of Annual Meeting of Stockholders and Proxy Statement
discusses the business to be conducted at the Meeting. We have also enclosed a
copy of the Company's Annual Report to Stockholders. At the Meeting we will
report on the Company's operations and outlook for the year ahead.
You are invited to attend the Meeting in person. Whether or not you plan
to attend, however, please read the enclosed Proxy Statement and then complete,
sign and date the enclosed proxy and return it in the accompanying postage-paid
return envelope provided as promptly as possible. This will save the Company
additional expense in soliciting proxies and will ensure that your shares are
represented at the Meeting.
Your Board of Directors and management are committed to the continued
success of Capital Savings Bancorp, Inc. and the enhancement of your investment.
As Chairman of the Board, President and Chief Executive Officer, I want to
express my appreciation for your confidence and support.
Sincerely,
LARRY V. SCHEPERS
Chairman of the Board,
President and Chief Executive Officer
<PAGE>
<PAGE>
CAPITAL SAVINGS BANCORP, INC.
425 Madison Street
Jefferson City, Missouri 65101
(573) 635-4151
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be Held on October 24, 1996
Notice is hereby given that the Annual Meeting of Stockholders (the
"Meeting") of Capital Savings Bancorp, Inc. ("Capital Savings" or the "Company")
will be held at the Company's main office, located at 425 Madison Street,
Jefferson City, Missouri on October 24, 1996 at 9:00 a.m. local time.
A Proxy Card and a Proxy Statement for the Meeting are enclosed.
The Meeting is for the purpose of considering and acting upon:
1. The election of two directors of the Company;
2. The ratification of the appointment of Williams-Keepers as auditors for
the Company for the fiscal year ending June 30, 1997; and
such other matters as may properly come before the Meeting, or any adjournments
thereof. The Board of Directors is not aware of any other business to come
before the Meeting.
Any action may be taken on the foregoing proposals at the Meeting on the
date specified above, or on any date or dates to which the Meeting may be
adjourned. Stockholders of record at the close of business on September 16,
1996 are the stockholders entitled to vote at the Meeting and any adjournments
thereof.
You are requested to complete and sign the enclosed form of Proxy which is
solicited on behalf of the Board of Directors and to mail it promptly in the
enclosed envelope. The Proxy will not be used if you attend and vote at the
Meeting in person.
By Order of the Board of Directors
Larry V. Schepers
Chairman of the Board, President and
Chief Executive Officer
Jefferson City, Missouri
September 27, 1996
_______________________________________________________________________________
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES TO ENSURE A QUORUM AT THE MEETING. A PRE-ADDRESSED
ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED
WITHIN THE UNITED STATES.
________________________________________________________________________________
<PAGE>
<PAGE>
PROXY STATEMENT
CAPITAL SAVINGS BANCORP, INC.
425 Madison Street, Jefferson City, Missouri 65101
(573) 635-4151
ANNUAL MEETING OF STOCKHOLDERS
October 24, 1996
This Proxy Statement is furnished in connection with the solicitation on
behalf of the Board of Directors of Capital Savings Bancorp, Inc. ("Capital
Savings" or the "Company") of proxies to be used at the Annual Meeting of
Stockholders of the Company (the "Meeting") which will be held at the Company's
main office, located at 425 Madison Street, Jefferson City, Missouri on October
24, 1996 at 9:00 a.m. local time, and all adjournments of the Meeting. The
accompanying Notice of Meeting, proxy and this Proxy Statement are first being
mailed to stockholders on or about September 27, 1996. Certain information
provided herein relates to Capital Savings Bank, FSB (the "Bank"), a wholly
owned subsidiary and predecessor of the Company.
At the Meeting, stockholders of the Company are being asked to consider and
vote upon the election of two directors of the Company and to ratify the
appointment of Williams-Keepers as the Company's auditors for the fiscal year
ending June 30, 1997.
Voting Rights and Proxy Information
All shares of Company common stock ("Common Stock") represented at the
Meeting by properly executed proxies received prior to or at the Meeting and not
revoked will be voted at the Meeting in accordance with the instructions
thereon. If no instructions are indicated, properly executed proxies will be
voted FOR the nominee and the adoption of the proposals set forth in this Proxy
Statement. The Company does not know of any matters, other than as described in
the Notice of Meeting, that are to come before the Meeting. If any other
matters are properly presented at the Meeting for action, the persons named in
the enclosed form of proxy will have the discretion to vote on such matters in
accordance with their best judgment.
Directors shall be elected by a plurality of the votes present in person or
represented by proxy at the Meeting and entitled to vote on the election of
directors. In all matters other than the election of directors, the affirmative
vote of the majority of shares present in person or represented by proxy at the
Meeting and entitled to vote on the matter shall be the act of the stockholders.
Proxies marked as abstaining with respect to a proposal have the same effect as
votes against the proposal. Broker non-votes have no effect on the vote. One-
third of the shares of the Common Stock present, in person or represented by
proxy, shall constitute a quorum for purposes of the Meeting. Abstentions and
broker non-votes are counted for purposes of determining a quorum.
A proxy given pursuant to this solicitation may be revoked at any time
before it is voted. Proxies may be revoked by: (i) filing with the Secretary
of the Company at or before the Meeting a written notice of revocation bearing a
later date than the proxy; (ii) duly executing a subsequent proxy relating to
the same shares and delivering it to the Secretary of the Company at or before
the Meeting; or (iii) attending the Meeting and voting in person (although
attendance at the Meeting will not in and of itself constitute revocation of a
proxy). Any written notice revoking a proxy should be delivered to Marilyn
Curtit, Secretary, Capital Savings Bancorp, Inc., 425 Madison Street, Jefferson
City, Missouri 65101.<PAGE>
<PAGE>
Voting Securities and Principal Holders Thereof
Stockholders of record as of the close of business on September 16, 1996
(the "Voting Record Date") will be entitled to one vote for each share then
held. As of that date, the Company had 982,179 shares of Common Stock issued
and outstanding. The following table sets forth information regarding share
ownership of: (i) those persons or entities known by management to beneficially
own more than five percent of the Company's Common Stock and (ii) all directors
and officers as a group. See "Proposal I -Election of Directors" for
information regarding share ownership of the Corporation's Chief Executive
Officer and its Directors.
<TABLE>
<CAPTION>
Shares Beneficially Percent of
Beneficial Owners Owned Class
<S> <C> <C>
Capital Savings Bancorp, Inc.<F1> 93,840 9.6%
Employee Stock Ownership Plan
425 Madison Street, Jefferson City, Missouri 65101
Investors of America, Limited Partnership<F2> 117,298 11.9%
135 North Meramec, Clayton, Missouri 63124
Mr. Larry V. Schepers<F3> 50,783 5.1%
Capital Savings Bancorp, Inc.
425 Madison Street, Jefferson City, Missouri 65101
Directors and executive officers of Capital Savings 144,669 14.0%
and the Bank as a group (8 persons)<F4>
<FN>
<F1> The amount reported represents shares held by the Employee Stock Ownership Plan ("ESOP"), 36,161 shares of which were
allocated to accounts of participants. First Bankers Trust Company, N.A., of Quincy, Illinois, as the trustee of the ESOP, may
be deemed to beneficially own the shares held by the ESOP which have not been allocated to the accounts of participants.
Pursuant to the terms of the ESOP, participants in the ESOP have the right to direct the voting of shares allocated to
participant accounts.
<F2> As reported by First Securities America, Inc. ("FSAI"), the general partner of Investors of America, Limited Partnership
("Investors"), on Form 3 filed with the Securities and Exchange Commission (the "SEC") during June 1996. FSAI disclaims
beneficial ownership of the Common Stock owned by Investors, except to the extent of FSAI's pecuniary interest in Investor. On
June 18, 1996, Dierberg Four, L.P. ("DFLP"), the previous record owners of the Common Stock, merged with and into Investors.
DFLP, pursuant to Amendment No. 1 to its Schedule 13D dated May 12, 1994 and filed with the SEC, had reported sole voting and
dispositive power with respect to all 117,298 shares of Common Stock.
<F3> Includes 18,504 shares held by Mr. Schepers individually over which he has sole voting and dispositive power, as well as
5,230 shares held jointly with his wife, 3,641 shares held under the ESOP and 1,121 shares held by his wife individually with
respect to which shares Mr. Schepers may be deemed to have sole or shared voting and dispositive power. The amount above also
includes options to purchase 22,287 shares of Common Stock granted to Mr. Schepers under the Company's 1994 Stock Option and
Incentive Plan ("Stock Option Plan") which are either currently exercisable or exercisable within 60 days of the Voting Record
Date.
<F4> Includes shares held directly, as well as, jointly with family members or held by trusts, with respect to which shares
the listed individuals or group members may be deemed to have sole or shared voting and investment power. This amount includes
grants of options to purchase 51,221 shares of Common Stock granted to directors and executive officers under the Stock Option
Plan which are either currently exercisable or exercisable within 60 days of the Voting Record Date and 10,105 shares of Common
Stock allocated to executive officers under the Company's ESOP. The amount reported above excludes options to purchase 25,610
shares of Common Stock granted to directors and executive officers under the Company's Stock Option Plan which are not
exercisable within 60 days of the voting record date.
</FN>
/TABLE
<PAGE>
<PAGE>
PROPOSAL I - ELECTION OF DIRECTORS
General
The Company's Board of Directors is currently composed of six members, each
of whom is also a director of the Bank. Directors are generally elected to
serve for three-year terms or until their respective successors are elected and
qualified.
The table below sets forth, as of the Voting Record Date, certain
information regarding the composition of the Company's Board of Directors,
including each director's term of office. The Board of Directors acting as the
nominating committee has recommended and approved the nominees identified in the
following table. It is intended that the proxies solicited on behalf of the
Board of Directors (other than proxies in which the vote is withheld as to a
nominee) will be voted at the Meeting FOR the election of the nominees. If a
nominee is unable to serve, the shares represented by all valid proxies will be
voted for the election of such substitute nominee as the Board of Directors may
recommend. At this time, the Board of Directors knows of no reason why any
nominee might be unable to serve if elected. Except as disclosed herein, there
are no arrangements or understandings between any director or nominee and any
other person pursuant to which a nominee was selected.
<TABLE>
<CAPTION>
Position(s) Held Director Term To Shares of Common Stock Percent of
Name Age<F1> in the Company Since<F2> Expire Beneficially Owned<F3> Class<F3>
_______________________________________________________________________________________________________________________________
<S> <C> <C> <C> <C> <C> <C>
NOMINEE
Arthur F. Wankum 62 Director, Executive Vice President 1973 1999 26,419 2.7%
and Chief Financial Officer
Frank A. Sloan 64 Director 1984 1999 14,929 1.5%
DIRECTORS REMAINING IN OFFICE
Wayne R. Walquist 73 Director 1971 1998 12,429 1.3%
Ralph J. Kalberloh 70 Director 1984 1998 13,629 1.4%
Joseph E. Forck 63 Director and Senior Vice President 1984 1997 12,445 1.3%
Larry V. Schepers 51 Chairman of the Board, President 1988 1997 50,783 5.1%
and Chief Executive Officer
<FN>
<F1> At June 30, 1996.
<F2> Includes service as a director of the Bank.
<F3> Amounts include shares held directly and jointly with family members, shares allocated to listed officers under
the ESOP, and shares which are held in retirement accounts, or by certain members of the named individuals' families,
or held by trusts of which the named individual is a trustee or substantial beneficiary, with respect to which shares
the respective directors may be deemed to have sole or shared voting and/or investment power. Amounts also include
options to purchase 3,910 shares, 22,287 shares, 7,820 shares and 3,910 shares of Common Stock granted to each non-
employee director and Messrs. Schepers, Wankum and Forck, respectively, under the Company's Stock Option Plan which
are either currently exercisable or exercisable within 60 days of the voting record date. The amount reported above
excludes options to purchase 22,873 shares of Common Stock granted to the listed individuals under the Stock Option
Plan which are not exercisable within 60 days of the voting record date.
</FN>
/TABLE
<PAGE>
<PAGE>
The principal occupation of each director of the Company is set forth
below. All directors have held their present position for at least five years
unless otherwise indicated.
Arthur F. Wankum - Mr. Wankum has been a Director, Executive Vice President
and Chief Financial Officer of the Company since its incorporation and of the
Bank since 1973. Mr. Wankum joined the Bank in 1959. He also serves as a
Director and Vice President of CSFS. Mr. Wankum received his B.S. degree in
Education from Lincoln University.
Frank A. Sloan - Mr. Sloan is a self-employed insurance agent in Jefferson
City, Missouri. He is an active emeritus agent with Banker's Life and Casualty
and has been continuously associated with that Company since 1953. He is a
current member and former board member of the Central Missouri Chapter of
Chartered Life Underwriters. Mr. Sloan received his degree in Business
Administration from Northeast Missouri State University in Kirksville, Missouri.
Wayne R. Walquist - Mr. Walquist is the Chairman of the Board, President
and founder of the Family Benefit Life Insurance company located in Jefferson
City, Missouri. He founded the company in 1964. In addition, Mr. Walquist is
the President and a Director of the Missouri Insurance Associates, Inc., a
property casualty agency and a wholly owned subsidiary of the Family Benefit
Life Insurance Company. He is a member of the Board for Cameron Companies and a
lifetime member of the Board of Governors for Memorial Community Hospital.
Ralph J. Kalberloh - Mr. Kalberloh joined Northwood University located in
Midland, Michigan, in 1992 as a consultant. He retired in 1992 as Executive
Vice President of the Missouri Automobile Dealer's Association. He is a former
President of Memorial Community Hospital, of the Jefferson City Chamber of
Commerce, the Rotary Club and of the Jefferson City and Richmond (Missouri)
Jaycees, and former Chairman of the United Way. He is also a former President
of the Missouri Society of Association Executives and in 1992 was selected to
receive their first "Distinguished Service Award." In addition, Mr. Kalberloh
is a former Chairman of the Board of Regents for the Notre Dame Institute of
Organization Management, former Director and Vice President of the American
Society of Association Executives, and past President of the Automotive Trade
Association Executives of the U.S. and Canada. Mr. Kalberloh is also a Director
of Union Investors Life Insurance Company of Columbia, Missouri. He attended
Lincoln University and is a graduate of the Academy of Organization Management.
Joseph E. Forck - Mr. Forck joined Capital Savings in 1962. He has served
as Senior Vice President - Lending since 1978 and was elected to the Board in
1983. He serves as Secretary and as a Director of CSFS. Mr. Forck is active in
various civic organizations, including the Jefferson City Chamber of Commerce
and Missouri Home Builders Association.
Larry V. Schepers - Mr. Schepers has served as Chairman of the Board,
President and Chief Executive Officer of the Company since its incorporation and
of the Bank since 1989. He also serves as President and as a Director of
Capital Savings Financial Services, Inc. ("CSFC"), a wholly-owned subsidiary of
the Bank. Mr. Schepers has served in various capacities since beginning his
career with the Bank in 1984. He is a member of the Lincoln University
Foundation Board, past Board member and Committee Chairman for the Jefferson
City Chamber of Commerce, active in the Jefferson City United Way, a member of
the Jefferson City Rotary Club, past President of the Helias School Board, and
past Chairman and current Legislative Committee Chairman of the Missouri League
of Savings Institutions. Mr. Schepers received his B.S. degree in Business
Administration from Lincoln University in 1966.
<PAGE>
<PAGE>
Meetings and Committees of the Boards of Directors
Meetings and Committees of the Company. Meetings of the Company's Board of
Directors are generally held on a monthly basis. For the fiscal year ended June
30, 1996, the Board of Directors met 12 times. During fiscal 1996, no incumbent
director of the Company attended fewer than 75% of the aggregate of the total
number of Board meetings and the total number of meetings held by the committees
of the Board of Directors on which they served.
The Board of Directors of the Company has standing Audit, Stock Option and
Personnel Committees.
The Company's Audit Committee recommends independent auditors to the full
Board, reviews the results of the auditors' services, reviews with management
and the internal auditor the systems of internal control and internal audit
reports and assures that the books and records of the Company and the Bank are
kept in accordance with applicable accounting principles and standards. The
members of the Audit Committee are Directors Kalberloh, Walquist and Sloan.
During fiscal 1996, this committee met four times.
The Stock Option Committee is composed of Directors Kalberloh, Sloan and
Walquist. This committee is responsible for administering the Company's Stock
Option Plan and reviews compensation and benefit matters. This committee did
not meet during fiscal 1996.
The Personnel Committee consisting of Directors Kalberloh, Sloan and
Walquist is responsible for administering the Company's Recognition and
Retention Plan. This committee met once during fiscal 1996.
The entire Board of Directors acts as a nominating committee for selecting
nominees for election as directors. Nominations of persons for election to the
Board of Directors may be made only by or at the direction of the Board of
Directors or by any stockholder entitled to vote for the election of directors
who complies with the notice procedures set forth in the Bylaws of the Company.
Pursuant to the Company's Bylaws, nominations by stockholders must be delivered
in writing to the Secretary of the Company at least 30 days prior to the date of
the annual meeting.
Meetings and Committees of the Bank. The Bank's Board of Directors meets
monthly and may have additional special meetings upon the written request of the
Chairman of the Board or at least three directors. The Board of Directors met
13 times during fiscal 1996. During fiscal 1996, no incumbent director of the
Bank attended fewer than 75% of the aggregate of the total number of Board
meetings and the total number of meetings held by the committees of the Board of
Directors on which he served. The Bank has standing Senior Management,
Asset/Liability, Audit, Senior Management Compensation as well as other
committees which meet periodically. Set forth below is a description of certain
committees of the Bank.
The Bank's Senior Management Committee is responsible for the review and
recommendation of action regarding all aspects of the Bank's operational
activities. This Committee is comprised of Directors Schepers, Wankum and
Forck, Senior Vice President Clark and Vice President Britt. The Senior
Management Committee met seven times in fiscal 1996.
<PAGE>
<PAGE>
The Bank's Asset/Liability Committee is responsible for the Bank's interest
rate risk management activities. This Committee is comprised of Directors
Schepers, Wankum and Forck, Senior Vice President Clark, Vice President Britt,
Compliance Officer Dave Meyer and Savings Manager Arlene Vogel. The
Asset/Liability Committee met 12 times in fiscal 1996.
The Bank's Senior Management Compensation Committee is responsible for the
review of senior managements' job performance on an annual basis. Directors
Kalberloh, Sloan and Walquist serve on this Committee, which met once in fiscal
1996. President Schepers also serves on this committee in an advisory capacity.
Director Compensation
Directors of the Company were not paid a fee for service on the Board of
Directors or any committee of the Company during fiscal 1996. However, non-
employee and employee directors of the Bank received a fee of $9,600 and $7,200,
respectively, for service on the Bank's Board of Directors during fiscal 1996.
The Bank does not pay directors a fee for service on any committees.
Executive Compensation
The Company has not paid any compensation to its executive officers since
its formation nor does the Company presently anticipate paying any compensation
to such persons. The following table sets forth information regarding the
compensation paid by the Bank to its Chief Executive Officer. No other officer
earned in excess of $100,000 during fiscal 1996.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Annual Compensation Long Term Compensation Awards
________________________________ _____________________________
Other Annual Restricted All Other
Name and Principal Position Year Salary Bonus Compensation Stock Award Options Compensation
($)<F1> ($) ($) ($) (#) ($)
________________________________ ____ ________ ______ ____________ ___________ _______ ____________
<S> <C> <C> <C> <C> <C> <C> <C>
Larry V. Schepers, Chairman, 1996 $129,200 $ 400 $ --- --- --- $14,635<F2>
President and Chief Executive 1995 117,200 --- --- --- --- 14,901
Officer 1994 107,200 4,846 --- $117,300<F3> 33,430<F4> 10,269
<FN>
(F1) Includes directors fees of $7,200 for each of the past three fiscal years.
(F2) Includes a $12,840 contribution under the ESOP and $1,795 of life insurance premiums paid by the Company on behalf of Mr.
Schepers.
(F3) Represents the dollar value, based on the $10.00 price per share of the Common Stock on December 28, 1996, the date of
grant. At June 30, 1996, 60 percent of the restricted shares granted under Recognition and Retention Plan (the "RRP") were
vested (i.e., no longer restricted), with the remaining 40 percent scheduled to vest in two equal annual installments on
January 1, 1997 and 1998, subject to Mr. Schepers maintaining "Continuous Service" (as defined in the RRP) with the Company
and/or the Bank. Mr. Schepers is entitled to receive any and all dividends paid on the restricted shares. Based on the $20.00
closing price per share of the Common Stock on September 17, 1996, the 11,730 shares granted to Mr. Schepers under the RRP, had
an aggregate market value of $234,600.
(F4) Represents options granted to Mr. Schepers to purchase 33,430 shares of Common Stock at an exercise price of $10.00 per
share, the "Market Value (as defined in the Stock Option Plan) of the Common Stock on the date of the grant. As of June 30,
1996, 66-2/3 percent of these options were vested, with the remaining 33-1/3 percent scheduled to vest on December 28, 1996,
subject to Mr. Schepers' maintaining "Continuous Service" (as defined in the Stock Option Plan) with the Company and/or Bank.
</FN>
/TABLE
<PAGE>
<PAGE>
The following table provides information as to stock options exercised and
the value of the options held by the Company's Chief Executive Officer at June
30, 1996. To date, no stock appreciation rights have been granted by the
Company.
<TABLE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FY-END
OPTION VALUES
_______________________________________________________________________________________________________________________________
<CAPTION>
Number of Unexercised Value of Unexercised In-the-Money
Options at FY-End (#) Options at FY-End ($)<F1>
___________________________ _________________________________
Shares
Acquired on Value
Excercise Realized Exercisable Unexercisable Exercisable Unexercisable
Name (#) ($) (#) (#) ($) ($)
____________________________ ___________ ________ ___________ _____________ ___________ _____________
<S> <C> <C> <C> <C> <C> <C>
Larry V. Schepers --- $--- 22,287 11,143 $178,296 $89,144
_______________________________________________________________________________________________________________________________
<FN>
<F1> Represents the aggregate market value (market price of the Common Stock less the exercise price) of the option granted
based upon the average of the closing bid and the asked price of $18.00 per share of the Common Stock as reported on the Nasdaq
National Market on June 30, 1996.
</FN>
</TABLE>
Employment Agreement
In connection with the Bank's mutual to stock conversion, the Bank entered
into an employment agreement with President and Chief Executive Officer
Schepers. The employment agreement is designed to assist the Bank and the
Company in maintaining a stable and competent management base. The continued
success of the Bank and the Company depends to a significant degree on the
skills and competence of their officers. The agreement has been filed with and
approved by the Office of Thrift Supervision ("OTS"). The employment agreement
provides for an annual base salary in an amount not less than Mr. Schepers'
current salary and an initial term of three years. Subject to annual
performance review and approval by the Board, the term of such employment
agreement is extended annually by one year, in addition to the then-remaining
term under the agreement. The agreement provides for termination upon the
employee's death, for cause or in certain events specified by OTS regulations.
The employment agreement is also terminable by the employee upon 180 days notice
to the Bank.
<PAGE>
<PAGE>
The employment agreement provides for payment to Mr. Schepers of his salary
for the remainder of the term of the agreement, plus up to 299% of his base
compensation, in the event there is a "change in control" of the Bank where
employment terminates involuntarily in connection with such change in control or
within twelve months thereafter. This termination payment is subject to
reduction by the amount of all other compensation to the employee deemed for
purposes of the Internal Revenue Code of 1986, as amended ("Code") to be
contingent on a change in control, and may not exceed three times Mr. Schepers'
average annual compensation over the most recent five year period or be non-
deductible by the Bank for federal income tax purposes. For the purposes of the
employment agreement, a change in control is defined as any event which would
require the filing of an application for acquisition of control or notice of
change in control pursuant to 12 C.F.R. Section 574.3 or 4. Such events are
generally triggered prior to the acquisition or control of 10% of the Company's
common stock. The agreement guarantees participation in an equitable manner in
employee benefits applicable to executive personnel.
Based on his current salary, if Mr. Schepers' employment had been
terminated as of June 30, 1996 under circumstances entitling him to benefits pay
as described above, he would have been entitled to receive a lump sum cash
payment of approximately $298,000.
Executive Salary Continuation Agreement
On November 1, 1994, the Bank entered into Executive Salary Continuation
Agreement ("ESCA") with Mr. Schepers. The ESCA is an unfunded, non-qualified
agreement which provides, in general, for a $50,000 annual benefit to be paid by
the Bank for a period of 15-years to Mr. Schepers upon retirement at age 60 or
older ("Retirement Age"). In the event of the death of Mr. Schepers, whether
before or after Retirement Age, the Bank will make such benefit payments to his
designated beneficiary. Furthermore, the ESCA provides that Mr. Schepers will
receive his full annual benefit in the event his employment is involuntarily
terminated following a change of control (as defined in the ESCA) of the Bank or
the Company prior to his reaching age 60. The annual benefit payable to Mr.
Schepers is subject to adjustment to reflect changes in the consumer price
index, up to a maximum of three percent per year beginning on the first
anniversary of the first benefit payment. In the event Mr. Schepers becomes
disabled (as defined in the ESCA) at any time prior to attaining the age of 60
while actively employed by the Bank, Mr Schepers will receive a lump sum payment
of $423,000, which benefit will be in lieu of any other retirement or death
benefit payable to Mr. Schepers under the ESCA.
Termination of Mr. Schepers' employment prior to his attaining age 60,
other than by death, disability, or involuntary termination, will entitle Mr.
Schepers to an amount determined in accordance with the vesting schedule set
forth in the ESCA. In the event Mr. Schepers' employment was terminated, as
described in the preceding sentence, as of June 30, 1996, he would have been
entitled to receive approximately $28,000 under the ESCA.
Certain Transactions
The Bank has followed a policy of granting loans to eligible directors,
officers, employees and members of their immediate families for the financing of
their personal residences and for consumer purposes. All outstanding loans have
been made in the ordinary course of business and on the same terms, including
collateral and interest rates, as those prevailing at the time for comparable
transactions and did not involve more than the normal risk of collectability.
<PAGE>
<PAGE>
All loans by the Bank to its senior officers and directors are subject to
OTS regulations restricting loans and other transactions with affiliated persons
of the Bank. Under applicable law, all loans or extensions of credit to
executive officers and directors must be made on substantially the same terms,
including interest rates and collateral, as those prevailing at the time for
comparable transactions with the general public and must not involve more than
the normal risk of repayment or present other unfavorable features. At June 30,
1996, the Bank had no such outstanding preferential loans to affiliates.
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's directors and executive officers, and
persons who own more than 10% of a registered class of the Company's equity
securities, to file with the SEC initial reports of ownership and reports of
changes in ownership of Common Stock and other equity securities of the Company.
Officers, directors and greater than 10% stockholders are required by SEC
regulation to furnish the Company with copies of all Section 16(a) forms they
file.
To the Company's knowledge, based solely on a review of the copies of such
reports furnished to the Company and written representations that no other
reports were required during the fiscal year ended June 30, 1996, all Section
16(a) filing requirements applicable to its officers, directors and greater than
10 percent beneficial owners were complied with.
<PAGE>
<PAGE>
PROPOSAL II - RATIFICATION OF THE APPOINTMENT OF AUDITORS
The Board of Directors has renewed the Company's arrangement for Williams-
Keepers to be its auditors for the 1997 fiscal year, subject to the ratification
of the appointment by the Company's stockholders. A representative of Williams-
Keepers is expected to attend the Annual Meeting to respond to appropriate
questions and will have an opportunity to make a statement if he or she so
desires.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE
RATIFICATION OF THE APPOINTMENT OF WILLIAMS-KEEPERS AS THE COMPANY'S AUDITORS
FOR THE FISCAL YEAR ENDING JUNE 30, 1997.
STOCKHOLDER PROPOSALS
In order to be eligible for inclusion in the Company's proxy materials for
the next Annual Meeting of Stockholders, any stockholder proposal to take action
at such meeting must be received at the Company's main office, 425 Madison
Street, Jefferson City, Missouri no later than May 29, 1997. Any such proposal
shall be subject to the requirements of the proxy rules adopted under the
Exchange Act.
OTHER MATTERS
The Board of Directors is not aware of any business to come before the
Meeting other than those matters described above in this Proxy Statement.
However, if any other matter should properly come before the Meeting, it is
intended that holders of the proxies will act in accordance with their best
judgment.
The cost of solicitation of proxies will be borne by the Company. The
Company will reimburse brokerage firms and other custodians, nominees and
fiduciaries for reasonable expenses incurred by them in sending proxy materials
to the beneficial owners of Common Stock. In addition to solicitation by mail,
directors, officers and regular employees of the Company and/or the Bank may
solicit proxies personally or by telecopy or telephone without additional
compensation.<PAGE>
<PAGE>
REVOCABLE PROXY
CAPITAL SAVINGS BANCORP, INC.
ANNUAL MEETING OF STOCKHOLDERS
October 24, 1996
The undersigned hereby appoints the Board of Directors of Capital Savings
Bancorp, Inc. (the "Company"), and its survivor, with full power 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 (the "Meeting"), to be held on October 24,
1996 at the Company's main office located at 425 Madison Street, Jefferson City,
Missouri, at 9:00 A.M. local time, and at any and all adjournments thereof, as
follows:
FOR WITHHELD
I. The election of the
following directors:
___ ___
ARTHUR F. WANKUM (3-year term) |___| |___|
___ ___
FRANK A. SLOAN (3-year term) |___| |___|
FOR AGAINST ABSTAIN
II. The ratification of the appointment
of Williams-Keepers as auditors for
the Company for the fiscal year ___ ___ ___
ending June 30, 1997. |___| |___| |___|
In their discretion, the proxies are authorized to vote on any other business
that may properly come before the Meeting or any adjournment thereof.
The Board of Directors recommends a vote "FOR"
the listed proposals.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS
PROXY WILL BE VOTED FOR THE PROPOSALS STATED. IF ANY OTHER BUSINESS IS
PRESENTED AT SUCH 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>
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
This proxy may be revoked at any time before it is voted by: (i) filing
with the Secretary of the Company at or before the Meeting a written notice of
revocation bearing a later date than the proxy; (ii) duly executing a subsequent
proxy relating to the same shares and delivering it to the Secretary of the
Company at or before the Meeting; or (iii) attending the Meeting and voting in
person (although attendance at the Meeting will not in and of itself constitute
revocation of a proxy). If this proxy is properly revoked as described above,
then the power of such attorneys and proxies shall be deemed terminated and of
no further force and effect.
The undersigned acknowledges receipt from the Company, prior to the
execution of this Proxy, of Notice of the Annual Meeting, a Proxy Statement
dated September 27, 1996 and the Company's Annual Report to Stockholders for the
fiscal year ended June 30, 1996.
Dated: ________________________
________________________ _________________________
PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER
________________________ _________________________
SIGNATURE OF STOCKHOLDER SIGNATURE OF STOCKHOLDER
Please sign exactly as your name appears above on
this 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 PROMPTLY COMPLETE, DATE, SIGN AND MAIL THIS
PROXY IN THE ENCLOSED POSTAGE-PAID ENVELOPE
____________________________________________________
<PAGE>
