{logo} FIRST BANCSHARES, INC.
P.O. Box 777
Mountain Grove, Missouri 65711
Telephone: (417) 926-5151
September 15, 1997
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of
Stockholders of First Bancshares, Inc. to be held at the Days Inn
Conference Room, 300 East 19th Street, Mountain Grove, Missouri, on
Wednesday, October 15, 1997, at 2:00 p.m., Central Time.
The attached Notice of the Annual Meeting of Stockholders and Proxy
Statement describe the formal business to be transacted at the
meeting. During the meeting, we will also report on the operations
of the Corporation. Directors and officers of the Corporation, as
well as a representative of Kirkpatrick, Phillips & Miller, CPAs,
P.C., the Corporation's independent auditors, will be present to
respond to any appropriate questions stockholders may have.
To ensure proper representation of your shares at the meeting,
please sign, date and return the enclosed proxy card in the enclosed
postage-prepaid envelope as soon as possible even if you currently
plan to attend the meeting. This will not prevent you from voting
in person, but will assure that your vote is counted if you are
unable to attend the meeting.
Sincerely,
/s/ Stephen H. Romines
Stephen H. Romines
President and Chief Executive
Officer
(/page)
FIRST BANCSHARES, INC.
142 EAST FIRST STREET
MOUNTAIN GROVE, MISSOURI 65711
(417) 926-5151
____________________________________________________________________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON OCTOBER 15, 1997
______________________________________________________________
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders
("Meeting") of First Bancshares, Inc. ("Corporation") will be
held at the Days Inn Conference Room, 300 East 19th Street, Mountain
Grove, Missouri on Wednesday, October 15, 1997, at 2:00 p.m.,
Central 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 Corporation; and
2. Such other matters as may properly come before the
Meeting or any adjournments thereof.
NOTE: The Board of Directors is not aware of any other business
to come before the Meeting.
Any action may be taken on any one of the foregoing proposals at
the Meeting on the date specified above, or on any date or dates to
which, by original or later adjournment, the Meeting may be
adjourned. Pursuant to the Corporation's Bylaws, the Board of
Directors has fixed the close of business on September 3, 1997 as
the record date for the determination of the stockholders entitled
to notice of and to vote at the Meeting and any adjournments
thereof.
You are requested to complete and sign the enclosed form of
Proxy which is solicited by the Board of Directors and mail it
promptly in the enclosed envelope. The Proxy will not be used if
you attend the Meeting and vote in person.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Gina Gunnels
GINA GUNNELS
SECRETARY
Mountain Grove, Missouri
September 15, 1997
____________________________________________________________________
IMPORTANT: THE PROMPT RETURN OF THE PROXY CARD WILL SAVE
THE CORPORATION THE EXPENSE OF FURTHER REQUESTS FOR PROXIES IN
ORDER TO INSURE A QUORUM. A SELF-ADDRESSED ENVELOPE IS
ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED IF
MAILED IN THE UNITED STATES.
______________________________________________________________
(/page)
_______________________________________________________________
PROXY STATEMENT
OF
FIRST BANCSHARES, INC.
142 EAST FIRST STREET
MOUNTAIN GROVE, MISSOURI 65711
(417) 926-5151
__________________________________________________________
ANNUAL MEETING OF STOCKHOLDERS
OCTOBER 15, 1997
__________________________________________________________
This Proxy Statement is furnished in connection with the
solicitation of proxies by the Board of Directors of First
Bancshares, Inc. ("Corporation") to be used at the Annual Meeting of
Stockholders of the Corporation ("Meeting"). The Meeting will be
held at the Days Inn Conference Room, 300 East 19th Street, Mountain
Grove, Missouri, on Wednesday, October 15, 1997, at 2:00 p.m.,
Central Time. The accompanying Notice of Meeting and this Proxy
Statement are being first mailed to stockholders on or about
September 15, 1997. The Corporation is the holding company for
First Home Savings Bank ("Savings Bank").
_____________________________________________________________________________
VOTING AND PROXY PROCEDURE
_____________________________________________________________________________
Stockholders of record as of the close of business on September
3, 1997, are entitled to one vote for each share of common stock of
the Corporation ("Common Stock") then held. As of September 3, 1997,
the Corporation had 1,099,254 shares of Common Stock issued and
outstanding. The presence, in person or by proxy, of at least a
majority of the total number of outstanding shares of Common Stock
entitled to vote is necessary to constitute a quorum at the Meeting.
Abstentions will be counted as shares present and entitled to vote
at the Meeting for purposes of determining the existence of a quorum.
Broker non-votes will not be considered shares present for purposes
of determining a quorum.
The Board of Directors solicits proxies so that each stockholder
has the opportunity to vote on the proposal to be considered at the
Meeting. When a proxy card is returned properly signed and dated,
the shares represented thereby will be voted in accordance with the
instructions on the proxy card. Where no instructions are indicated,
proxies will be voted FOR the nominee for director set forth below.
If a stockholder attends the Meeting, he or she may vote by ballot.
If a stockholder does not return a signed proxy card or does not
attend the Meeting and vote in person, his or her shares will not be
voted.
Stockholders who execute proxies retain the right to revoke them
at any time. Proxies may be revoked by written notice delivered in
person or mailed to the Secretary of the Corporation or by filing a
later proxy prior to a vote being taken on a particular proposal at
the Meeting. Attendance at the Meeting will not automatically revoke
a proxy, but a stockholder in attendance may request a ballot and
vote in person, thereby revoking a prior granted proxy.
If a stockholder is a participant in the First Home Savings Bank
Employee Stock Ownership Plan (the "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
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voted. Unallocated shares of Common Stock held by the ESOP and
allocated 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.
The directors to be elected at the Meeting will be elected by a
plurality of the votes cast by stockholders present in person or by
proxy and entitled to vote. Stockholders are not permitted to
cumulate their votes for the election of directors. With respect
to the election of directors, votes may be cast for or withheld from
each nominee. Votes that are withheld and broker non-votes will have
no effect on the outcome of the election because directors will be
elected by a plurality of votes cast.
_____________________________________________________________________
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
_____________________________________________________________________
Persons and groups beneficially owning in excess of 5% of
the Common Stock are required to file with the Securities and
Exchange Commission ("SEC") certain reports disclosing such ownership
pursuant to the Securities Exchange Act of 1934, as amended
("Exchange Act"). Based upon such reports, the following table
sets forth, as of September 3, 1997, certain information as to
those persons who were beneficial owners of more than 5% of the
outstanding shares of Common Stock and as to the shares of Common
Stock beneficially owned by all officers and directors of the
Corporation as a group. Management knows of no persons other than
those set forth below who owned more than 5% of the outstanding
shares of Common Stock at September 3, 1997.
<TABLE>
<CAPTION>
Name and Amount and Nature Percent of
Address of of Beneficial Common Stock
Beneficial Owner Ownership (1) Outstanding
- ---------------- ------------- -----------
<S> <C> <C>
First Home Savings Bank 148,561 13.51%
Employee Stock
Ownership Plan Trust
Stephen H. Romines 61,875 5.60%
All Officers and 151,585 13.40%
Directors as a
Group (eight persons)
</TABLE>
_____________________________
(1) In accordance with Rule 13d-3 under the Exchange Act, a person
is deemed to be the beneficial owner, for purposes of this
table, of any shares of Common Stock if he or she has voting
and/or investment power with respect to such security. The
table includes shares owned by spouses, other immediate family
members in trust, shares held in retirement accounts or funds
for the benefit of the named individuals, and other forms of
ownership, over which shares the persons named in the table
may possess voting and/or investment power. Shares held in
account under the Savings Bank's ESOP, as to which the holders
have voting power but not investment power, are also included
as follows: Mr. Romines, 7,354 shares; all executive officers
and directors as a group, 15,651 shares. This table also
includes shares of Common Stock subject to outstanding options
exercisable within 60 days from September 3, 1997, pursuant to
the 1993 Stock Option Plan ("Option Plan"). This table also
includes 5,927 shares of Common Stock allocated to
participants' accounts under the Savings Bank's Management
Recognition and Development Plan ("MRDP").
2
</page>
_____________________________________________________________________
PROPOSAL I - ELECTION OF DIRECTORS
_____________________________________________________________________
The Corporation's Board of Directors consists of five members.
The Corporation's Bylaws provide that directors are elected for terms
of three years, one-third of whom are elected annually. Two
directors will be elected at the Meeting, each to serve for a three
year term, or until a respective successor has been elected and
qualified. The Board of Directors, acting in its capacity as the
Nominating Committee, has nominated for election as directors
Harold F. Glass and Dr. James F. Moore, Jr. Mr. Glass and Mr. Moore
are currently directors of the Corporation and the Savings Bank.
If the nominees are unable to serve, the shares represented by
all valid proxies will be voted for the election of such substitute
as the Board of Directors may recommend. At this time, the Board
knows of no reason why the nominees might be unavailable to serve.
The following table sets forth as to the nominees and each
director continuing in office, his or her name, age, the year he or
she first became a director, and the number of shares of Common
Stock beneficially owned at September 3, 1997. Unless otherwise
indicated, the principal occupation listed for each person below
has been his or her occupation for the past five years.
<TABLE>
<CAPTION>
Shares of
Common Stock
Year Beneficially
First Year Owned at Percent
Elected Term September 3, of
Name Age(1) Principal Occupation Director(2) Expires 1997 (3) Class
- -------------- --------- ------------------------ ---------- ------- ------- -----
<S> <C> <C> <C> <C> <C> c>
BOARD NOMINEES
Harold F. Glass 55 Vice President of the Corporation 1978 2000(4) 41,791 3.78%
and Savings Bank. Self-employed
attorney in Springfield, Missouri
Dr. James F. Moore, Jr. 58 Administrator and Director of the 1993 2000(4) 6,775 0.61
State Fruit Experiment Station of the
Southwest Missouri State University,
Springfield, Missouri
DIRECTORS CONTINUING IN OFFICE
Stephen H. Romines 55 Chairman of the Board, President 1973 1999 61,875 5.60
and Chief Executive Officer of
the Corporation and the Savings
Bank
John G. Moody 45 Judge of the 44th Missouri 1993 1998 6,750 0.61
Judicial Circuit
Almeta Hardebeck 67 Loan officer for the Savings 1995 1998 1,096 0.10
Bank and retired insurance agent
3
</page>
____________________________
(1) At June 30, 1997.
(2) Includes prior service on the Board of Directors of the
Savings Bank.
(3) In accordance with Rule 13d-3 under the Exchange Act, a person
is deemed to be the beneficial owner, for purposes of this table, of
any shares of Common Stock if he or she has voting and/or investment
power with respect to such security. The table includes shares
owned by spouses, other immediate family members in trust, shares
held in retirement accounts or funds for the benefit of the named
individuals, and other forms of ownership, over which shares the
persons named in the table may possess voting and/or investment
power. Shares held in accounts under the Savings Bank's ESOP, as
to which the holders have voting power but not investment power,
are also included as follows: Mr. Romines, 7,354 shares; Ms.
Hardebeck, 96 shares. This table also includes shares of Common
Stock subject to outstanding options exercisable within 60 days
from September 3, 1997, pursuant to the Option Plan and shares of
Common Stock allocated to participants' accounts under the Savings
Bank's MRDP. Shares of Common Stock subject to outstanding options
exercisable within 60 days from September 3, 1997 are as follows:
Mr. Glass, 5,400 shares; Dr. Moore, 4,500 shares; Mr. Romines, 4,700
shares; Mr. Moody, 4,500 shares. Shares of Common Stock allocated
to participants' accounts under the Savings Bank's MRDP are as
follows: Mr. Glass, 4,500 shares; Dr. Moore, 250 shares; Mr. Moody,
250 shares.
(4) Assuming re-election at the Meeting.
____________________________________________________________________
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
____________________________________________________________________
The Boards of Directors of the Corporation and Savings Bank
conduct their business through meetings and committees of the Boards.
The Board of Directors of the Corporation and the Savings Bank meets
monthly and has additional special meetings as needed. During the
fiscal year ended June 30, 1997, the Board of Directors of the
Corporation held 12 meetings and the Board of Directors of the
Savings Bank held 12 meetings. No director of the Corporation or the
Savings Bank attended fewer than 75% of the total meetings of the
Board's and committee meetings on which such Board member served
during this period.
The Board of Directors of the Corporation has an Executive
Committee which consists of Messrs. Romines, Glass and Moore.
The Executive Committee meets for the purpose of acting as a long
range planning committee of the Corporation and to take any and all
actions they deem necessary or appropriate between regular meetings
of the Board. This Committee did not meet during fiscal 1997.
The Audit Committee consists of Messrs. Moore, Moody and Glass.
This Committee meets for the purpose of reviewing the audit
procedures at the Corporation, and the report and performance of the
Corporation's independent auditing firm, and to take such other
actions and responsibilities as shall from time to time be deemed
necessary or appropriate. This Committee met four times during
fiscal 1997.
Article II, Section 2.16 of the Corporation's Bylaws provides
that the Board of Directors of the Corporation shall act as a
nominating committee for selecting nominees for election as
directors. Article II, Section 2.17 also provides as follows:
"At any annual meeting of the shareholders of the Corporation, only
such business shall be conducted as shall have been brought before
the meeting (i) by or at the direction of the Board of Directors or
(ii) by any shareholder of the Corporation who complies with the
procedures set forth in {this} Section 2.17 of Article II." Any new
business to be taken up at the annual meeting shall be stated in
writing and filed with the Secretary of the Corporation in accordance
with the provisions of the Corporation's Articles of Incorporation.
4
</page>
Article II, Section 2.16 of the Articles of Incorporation provides
that notice of a stockholder's intent to make a nomination or present
new business at the meeting must be given not less than 30 days nor
more than 60 days prior to any such meeting. However, if less than
40 days' notice of the meeting is given to stockholders by the
Corporation, a stockholder's notice shall be received no later than
the close of the tenth day following the day on which notice of
the meeting was mailed to stockholders. If properly made, such
proposals shall be considered by stockholders at such meeting. The
Board of Directors of the Corporation met once in its capacity as the
nominating committee during the fiscal year ended June 30, 1997.
_____________________________________________________________________
DIRECTOR'S COMPENSATION
_____________________________________________________________________
Members of the Board of Directors of the Savings Bank currently
receive a fee of $300 per Board meeting, Director Glass receives $43
per meeting for mileage and the Chairman of the Board receives $175
per meeting. No fees are paid for committee meetings. Furthermore,
no fees were paid to members of the Corporation's Board of Directors
for the year ended June 30, 1997. Total fees paid to directors of
the Savings Bank during the fiscal year ended June 30, 1997 were
$20,016.
_____________________________________________________________________
EXECUTIVE COMPENSATION
_____________________________________________________________________
Summary Compensation Table
The following information is furnished for the Chief Executive
Officer of the Corporation. No other executive officer of the
Corporation or Savings Bank received salary and bonus in excess
of $100,000 during the year ended June 30, 1997.
</TABLE>
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE(1)
Long-Term Compensation
Annual Compensation Awards
All Other
Name and Other Annual Compen-
Principal Salary Bonus Compensation Options sation
Position Year ($)(2) ($) ($)(3) (#) ($)(4)
- -------------- ---- ------- ----- ------------ ------------- --------
<S> <C> <C> <C> <C> <C> <C>
Stephen H. 1997 $109,748 -- -- -- --
Romines
President and 1996 104,500 -- -- -- --
Chief Executive
Officer 1995 103,300 -- -- -- --
</TABLE>
_____________________
(1) All compensation, including fringe benefits, are paid by the
Savings Bank.
(2) Includes director's fees of $3,600 annually for fiscal 1997,
1996 and 1995, and chairman of the board fees of $2,100
annually for fiscal 1997, 1996 and 1995.
(3) Does not include perquisites which did not exceed $50,000 or
10% of salary and bonus.
(4) Does not include amounts payable to Mr. Romines pursuant to an
employment agreement in event of a "change in control" of the
Corporation. See "-- Employment Agreement."
5
</page>
Option Exercise/ Value Table
The following information with respect to options exercised
during the fiscal year ended June 30, 1997 and remaining unexercised
at the end of the fiscal year, is presented for Mr. Romines. No
options were granted to Mr. Romines during the fiscal year.
<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION VALUES
Value of
Number of Unexercised
Unexercised In-the-Money
Shares Options at Options at
Acquired FY-End(#) FY-End ($)
on Value
Exercise Realized Exercisable/ Exercisable/
Name (#) ($) Unexercisable Unexercisable
- ------------------- ------ -------- -------------- ------------
<S> <C> <C> <C> <C>
Stephen H. Romines 1,000 $8,188 12,200/8,800 122,000/$88,000
</TABLE>
Compensation Committee Interlocks and Insider Participation. There are
no interlocks or insider participation with respect to the Compensation
Committee of the Board of Directors of the Corporation.
Employee Agreement. Effective December 22, 1996, the Corporation
and the Savings Bank entered into a three-year employment agreement
with Stephen H. Romines who serves as President and Chief Executive
Officer of the Corporation and the Savings Bank. The agreement
established an initial salary of $102,600 for calendar year 1997,
which will be paid by the Savings Bank and which may be increased at
the discretion of the Board of Directors or an authorized committee
of the Board. Under the agreement, Mr. Romines' salary may not be
decreased during the term of the employment agreement without his
prior written consent. The agreement is terminable by the Savings
Bank or the Corporation for just cause at any time or in certain
events specified by Office of Thrift Supervision ("OTS") regulations.
The employment agreement provides for severance payments and other
benefits in the event of involuntary termination of employment in
connection with any change in control of the Savings Bank and the
Corporation. Severance payments also will be provided on a similar
basis in connection with a voluntary termination of employment where,
subsequent to a change in control, Mr. Romines is assigned duties
inconsistent with his position, duties, responsibilities and status
immediately prior to such change in control. The term "change in
control" is defined in the agreement as, among other things, any
time during the period of employment when a change of control is
deemed to have occurred under regulations of the OTS or a change in
the composition of more than a majority of the Board of Directors of
the Corporation occurs.
The severance payment pursuant to the agreement will equal two times
Mr. Romines' base compensation, as defined in Section 280G of the
Internal Revenue Code of 1986, as amended ("Code"), during the
preceding five years. Such amount will be paid within ten days
following the termination of employment. Assuming the compensation
of Mr. Romines is not increased, Mr. Romines would be entitled
to severance payments of approximately $208,000 in the event of a
6
</page>
change in control of the Savings Bank and the Corporation. Section
280G of the Code, states that severance payments which equal or
exceed three times the base compensation of the individual are deemed
to be "excess parachute payments" if they are contingent upon a
change in control. Individuals receiving excess parachute payments
are subject to a 20% excise tax on the amount of such excess
payments, and the Savings Bank and the Corporation are not entitled
to deduct the amount of such excess payments.
The agreement restricts Mr. Romines' right to compete against the
Savings Bank and the Corporation for one year from the date of
termination of the agreement if he voluntarily terminates his
employment, except in the event of a change in control, or if the
Savings Bank or the Corporation terminate his employment for cause.
_____________________________________________________________________
TRANSACTIONS WITH MANAGEMENT
_____________________________________________________________________
Mr. Stephen H. Romines, Chairman of the Board, President and
Chief Executive Officer of the Savings Bank and the Corporation, is
a practicing attorney and handles legal matters for the Savings Bank
from time to time in this capacity without receiving any fees. Such
activities include the drafting of legal documents, handling
collection accounts and appearing in court on behalf of the Savings
Bank..
In addition to the legal services Mr. Romines provides to the
Savings Bank, Mr. Romines provides legal services, from time to time,
for existing and potential customers of the Savings Bank. Such
services are generally restricted to real estate transactions, such
as the preparation of contracts, deeds, promissory notes, deeds of
trust and examining abstracts of title, as well as a limited amount
of estate planning and probate work. For the fiscal year ended June
30, 1997, Mr. Romines received approximately $4,000 in legal fees
from customers of the Savings Bank.
Mr. Romines' wife leases space in the commercial rental building
that the Savings Bank's service corporation, Fybar Service
Corporation, owns. Lease payments for that space were $2,940 for
the year ended June 30, 1997.
Mr. Harold F. Glass, Vice President and a director of the Savings
Bank and the Corporation, was a partner with the law firm of Schroff,
Glass and Newberry, P.C., through December 31, 1996, which firm
served as legal counsel for the Corporation, the Savings Bank and
its subsidiary. As counsel for the Corporation and the Savings
Bank for the first half of the fiscal year ended June 30, 1997,
Schroff, Glass & Newberry, P. C. was paid $3,556 in fees and expense
reimbursement, which amount did not exceed 5% of the law firm's
annual gross revenues.
On or about December 31, 1996, Harold F. Glass left the law firm
of Schroff, Glass & Newberry, P.C. to establish his own law practice.
He served as legal counsel for the Corporation, the Savings Bank and
its subsidiary from January 1, 1997 through June 30, 1997. For the
last half of the fiscal year ended June 30, 1997, Harold F. Glass was
paid $3,524 in fees and expense reimbursement, which amount did not
exceed 5% of his annualized gross revenues. Mr. Glass, as a partner
in the new Millington & Glass law firm, will continue to serve as
corporate counsel.
The above-described transactions were made on terms no less
favorable to the Savings Bank and the Corporation than ones with
unaffiliated third parties.
The Savings Bank, like many financial institutions, has followed
the policy of granting loans to its officers, directors and employees
on the security of their primary residences and also makes consumer
loans to such persons. Loans to such persons are made in the
ordinary course of business on substantially the same terms,
7
</page>
including interest rate and collateral, as those prevailing at the
time for comparable transactions with other persons. Management
believes that these loans neither involve more than the normal risk
of collectability nor present other unfavorable features. The
Savings Bank has never granted loans to its directors and officers
on preferred terms. In accordance with the requirements of
applicable law, loans to executive officers and directors of the
Corporation or the Savings Bank are made on substantially the same
terms, including interest rates, fees and collateral, as those
prevailing at the time for comparable transactions with other
persons, and, in the opinion of management, do not involve more than
the normal risk of collectability or present other unfavorable
features. At June 30, 1997, loans to directors and executive
officers, including immediate family members, totaled $1,217,653.
_____________________________________________________________________
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
_____________________________________________________________________
Section 16(a) of the Exchange Act requires certain officers of
the Corporation and its directors, and persons who beneficially own
more than 10% of any registered class of the Corporation's Common
Stock, to file reports of ownership and changes in ownership with
the Securities and Exchange Commission and the Corporation.
Based solely on a review of the report and written
representations provided to the Corporation by the above referenced
persons, the Corporation believes that during the fiscal year ended
June 30, 1997 all filing requirements applicable to its reporting
officers, directors and greater than ten percent beneficial owners
were properly and timely complied.
_____________________________________________________________________
AUDITORS
_____________________________________________________________________
The Board of Directors has renewed the Corporation's arrangements
with Kirkpatrick, Phillips & Miller, CPAs, P.C., independent public
accountants, to be its auditors for the 1998 fiscal year. A
representative of Kirkpatrick, Phillips & Miller, CPAs, P.C. is
expected to be present at the Meeting to respond to appropriate
questions of stockholders, and will have the opportunity to make a
statement if he desires.
_____________________________________________________________________
OTHER MATTERS
_____________________________________________________________________
The cost of solicitation of proxies will be borne by the
Corporation. In addition to solicitations by mail, directors,
officers and regular employees of the Corporation may solicit
proxies personally or by telegraph or telephone without additional
compensation.
The Board of Directors of the Corporation 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
matters should properly come before the Meeting, it is intended that
proxies in the accompanying form will be voted in respect thereof
in accordance with the judgment of the person or persons voting the
proxies.
8
</page>
_____________________________________________________________________
FINANCIAL STATEMENTS
_____________________________________________________________________
The Corporation's Annual Report to Stockholders, including
financial statements, has been mailed to all stockholders of record
as of the close of business on September 3, 1997. Any stockholder
who has not received a copy of such Annual Report may obtain a copy
by writing to the Secretary of the Corporation. The Annual Report
is not to be treated as part of the proxy solicitation material or
as having been incorporated herein by reference.
_____________________________________________________________________
STOCKHOLDER PROPOSALS
_____________________________________________________________________
In order to be eligible for inclusion in the Corporation's proxy
solicitation materials for next year's Annual Meeting of Stockholders,
any stockholder proposal to take action at such meeting must be
received at the Corporation's main office at 142 East First Street,
Mountain Grove, Missouri, no later than May 15, 1998. Any such
proposals shall be subject to the requirements of the proxy
solicitation rules adopted under the Exchange Act.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Gina Gunnels
GINA GUNNELS
SECRETARY
Mountain Grove, Missouri
September 15, 1997
____________________________________________________________________
FORM 10-KSB
____________________________________________________________________
A COPY OF THE FORM 10-KSB AS FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION WILL BE FURNISHED WITHOUT CHARGE TO
STOCKHOLDERS AS OF THE RECORD DATE UPON WRITTEN REQUEST TO GINA
GUNNELS, SECRETARY, FIRST BANCSHARES, INC., 142 EAST FIRST STREET,
MOUNTAIN GROVE, MISSOURI 65711.
THE CORPORATION'S FORMS 10-KSB, 10-QSB AND OTHER DISCLOSURE DOCUMENTS
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION CAN BE OBTAINED
FROM THE SEC HOME PAGE ON THE WORLD WIDE WEB AT http://www.sec.gov.
____________________________________________________________________
9
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