FIRST BANCSHARES, INC. LOGO
FIRST BANCSHARES, INC.
P.O. Box 777
Mountain Grove, Missouri 65711
Telephone: (417) 926-5151
September 15, 2000
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 18, 2000, 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 18, 2000
--------------------------------------------------------------
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 18, 2000, 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 the foregoing proposal 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 1, 2000
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, 2000
----------------------------------------------------------------
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 18, 2000
---------------------------------------------------------------
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
18, 2000, at 2:00 p.m., Central Time. The accompanying Notice
of Annual Meeting of Stockholders and this Proxy Statement are
being mailed to stockholders on or about September 15, 2000.
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 1, 2000, are entitled to one vote for each share of
common stock of the Corporation ("Common Stock") then held. As
of September 1, 2000, the Corporation had 1,894,292 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 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 election of the
nominees for director set forth below. If a stockholder of
record attends the Meeting, he or she may vote by ballot.
If a stockholder does not return a signed and dated 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 dated and signed 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 of record 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 voted.
<PAGE>
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. 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 the
nominees will be elected receiving the greatest number of votes.
---------------------------------------------------------------
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"), and furnish a copy to the
Corporation, 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 the close of business on September 1, 2000,
certain information as to those persons who were beneficial
owners of more than 5% of the outstanding shares of Common
Stock. Management knows of no persons other than those
set forth below who owned more than 5% of the
outstanding shares of Common Stock at the close of business
on September 1, 2000. The table also sets forth, as of the
close of business on September 1, 2000, certain information
as to shares of Common Stock beneficially owned by the
Corporation's directors and "named executive officer" and all
directors and executive officers as a group.
<TABLE>
<CAPTION>
Name and Amount and Nature Percent of
Address of of Beneficial Common Stock
Beneficial Owner Ownership (1) Outstanding
------------------ ---------------- ------------
<S> <C> <C>
Beneficial Owners of More than 5%
First Home Savings Bank 273,237 14.42%
Employee Stock
Ownership Plan Trust
Stephen H. Romines(2) 98,035 5.15
Directors
Harold F. Glass 47,749 2.50
Dr. James F. Moore, Jr. 17,250 0.91
John G. Moody 17,250 0.91
Almeta Hardebeck 3,369 0.18
Named Executive Officer(3)
Stephen H. Romines(4) 98,035 5.15
All Officers and 264,768 13.49
Directors as a
Group (eight persons)
2
<PAGE>
--------------------------------------------
(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, 24,893; Ms. Hardebeck, 1,369; all executive
officers and directors as a group, 59,717
shares. This table also includes shares of Common Stock
subject to outstanding options exercisable within 60 days
from September 1, 2000, pursuant to the 1993 Stock Option
Plan ("Option Plan"). Shares of Common Stock subject to
outstanding options exercisable within 60 days from
September 1, 2000 are as follows: Mr. Romines, 9,000 shares;
Mr. Glass, 18,000 shares; Dr. Moore, 12,000 shares. This
table also includes shares of Common Stock allocated to
participants' accounts under the Savings Bank's Management
Recognition and Development Plan ("MRDP") which became
fully vested as of December 23, 1998.
(2) Based on information disclosed in a Schedule 13D, dated
June 12, 1997, filed with the SEC.
(3) SEC regulations define the term "named executive officer'
to include the chief executive officer, regardless of
compensation level, and the four most highly compensated
executive officer, other than the chief executive officer,
whose total annual salary and bonus for the last completed
fiscal year exceeded $100,000. Mr Romines is the Corporation's
only "named executive officer" for the fiscal year ended
June 30, 2000.
(4) Mr. Romines is also a director of the Corporation.
---------------------------------------------------------------
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, who
will serve for three year terms, or until respective
successors has been elected and qualified. The Board of
Directors, acting in its capacity as the Nominating Committee,
has nominated for election as directors Mr. Harold F. Glass and Dr. James F.
Moore, Jr. Mr. Glass and Dr. 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
substitutes 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, and the
year he or she first became a director. Unless otherwise
indicated, the principal occupation listed for each
person below has been his or her occupation for the past
five years.
3
<PAGE>
</TABLE>
<TABLE>
<CAPTION>
Year
First Year
Elected Term
Name Age(1) Principal Occupation Director(2) Expires
---------------- ----- -------------------- ---------- -------
BOARD NOMINEES
Harold F. Glass 59 Vice President of the 1978 2003(3)
Corporation and Savings
Bank. Self-employed
attorney in Springfield, Missouri
Dr. James F. Moore, Jr. 61 Administrator and 1993 2003(3)
Director of the State Fruit
Experiment Station of the
Southwest Missouri State University,
Springfield, Missouri
DIRECTORS CONTINUING IN OFFICE
John G. Moody 48 Judge of the 44th 1993 2001
Missouri Judicial Circuit
Almeta Hardebeck 70 Loan officer for the 1995 2001
Savings Bank and retired
insurance agent
Stephen H. Romines 58 Chairman of the Board, 1973 2002
President, and Chief Executive
Officer of the Corporation and
the Savings Bank
------------------------
(1) At June 30, 2000.
(2) Includes prior service on the Board of Directors of the
Savings Bank.
(3) 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 holds additional special
meetings as needed. During the fiscal year ended June 30,
2000, 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 2000.
4
<PAGE>
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 2000.
The Board of Directors of the Corporation met once in its
capacity as the nominating committee during the fiscal year
ended June 30, 2000.
---------------------------------------------------------------
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 as travel allowance and the
Chairman of the Board receives $175 per meeting. No fees
are paid for committee meetings. No other fees were paid
to members of the Corporation's Board of Directors for the
year ended June 30, 2000. Total fees paid to directors of
the Savings Bank during the fiscal year ended June 30, 2000
were $20,316.
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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 $100,000 during the year ended June
30, 2000.
SUMMARY COMPENSATION TABLE(1)
---------------------------------------------------------------
Annual Compensation
---------------------------------------------------------------
Name and Other Annual
Principal Salary Bonus Compensation
Position Year ($)(2) ($) ($)(3)
---------------- ------- -------- ------ ------------
Stephen H. 2000 $115,091 -- --
Romines
President and 1999 110,450 -- --
Chief Executive
Officer 1998 116,590 -- --
-------------------
(1) All compensation, including fringe benefits, are paid by
the Savings Bank.
(2) Includes director's fees of $3,600 for each of fiscal 2000,
1999 and 1998, and chairman of the board fees of $2,100 for
each of fiscal 2000, 1999 and 1998.
(3) Does not include perquisites which did not exceed $50,000
or 10% of salary and bonus.
5
<PAGE>
Option Exercise/ Value Table
The following information with respect to options exercised
during the fiscal year ended June 30, 2000 and remaining
unexercised at the end of the fiscal year, is presented for Mr.
Romines. No options were granted to Mr. Romines during the
fiscal year.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION VALUES
-----------------------------------------------------------
Value of
Number of Unexercised
Unexercised In-the-Money
Shares Options at Options at
Acquired FY-End(#) FY-End ($)
on Value
Exercise Realized Exercisable/ Exercisable/
Name (#) ($) Unexercisable Unexercisable
--------------- ------ ------- ------------- ------------
<S> <C> <C> <C> <C>
Stephen H. Romines -0- $-0- 9,000/-0- $88,875/$-0-
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. The Corporation and the Savings Bank
have 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, extended in 1999, established a salary of $108,940,
for that year which was 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
6
<PAGE>
approximately $218,000 in the event of a 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 performing legal services 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, 2000, Mr. Romines received
approximately $3,500 in legal fees from customers of the
Savings Bank.
Mr. Romines' wife leased space until February 2000 in
the commercial rental building that the Savings Bank's service
corporation, Fybar Service Corporation, owns. Lease payments
for that space were $1,960 for the year ended June 30, 2000.
Mr. Harold F. Glass, Vice President and a director of the
Savings Bank and the Corporation, is a partner with the law
firm of Millington, Glass & Walters, which firm serves as legal
counsel for the Corporation, the Savings Bank and its
subsidiary. As counsel for the Corporation and the Savings
Bank for the fiscal year ended June 30, 2000, Millington,
Glass & Walters was paid $9,800 in fees and expense reimbursement, which
amount did not exceed 5% of the law firm's annual gross
revenues.
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, 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
7
<PAGE>
collectability or present other unfavorable features. At June
30, 2000, loans to directors and executive officers, including
immediate family members, totaled $1,416,042.
--------------------------------------------------------------
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, 2000 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 2001
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 telecopier 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.
---------------------------------------------------------------
FINANCIAL STATEMENTS
---------------------------------------------------------------
The Corporation's Annual Report to Stockholders, including
consolidated financial statements, has been mailed to all
stockholders of record as of the close of business on
September 1, 2000. 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.
8
<PAGE>
---------------------------------------------------------------
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 18, 2001. Any such proposals shall be subject to the
requirements of the proxy solicitation rules adopted under the
Exchange Act.
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.
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. Based on the date of the Meeting, in order
for a stockholder to make timely notice of a nomination or
proposal for the Company's annual meeting next year, it is
anticipated that such notice must be received by the Secretary
of the Corporation by September 14, 2001. If properly made,
such proposals shall be considered by stockholders at such
meeting.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Gina Gunnels
GINA GUNNELS
SECRETARY
Mountain Grove, Missouri
September 15, 2000
---------------------------------------------------------------
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., P.O. BOX 777,
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
<PAGE>
</TABLE>
<TABLE>
Sample proxy card
/ / PLEASE MARK VOTES REVOCABLE PROXY
AS IN THIS EXAMPLE FIRST BANCSHARES, INC.
<S> <C>
ANNUAL MEETING OF STOCKHOLDERS 1. The election as directors of all
nominees listed below (except as
OCTOBER 18, 2000 marked to the contrary below):
FOR WITHHOLD FOR ALL
EXCEPT
/ / / / / /
The undersigned hereby appoints Almeta.
Hardebeck and John G. Moody as the Harold F. Glass
official Proxy Committee of the Board of Dr. James F. Moore
Directors with full powers of substitution,
as attorneys and proxies for the undersigned,
to vote all shares of common stock of First
Bancshares, Inc. which the undersigned
is entitled to vote at the Annual Meeting of
Stockholders, to be held at the Days Inn
Conference Room, 300 E. 19th Street, Mountain ____________________________________
Grove, Missouri on Wednesday, October 18, 2000,
at 2:00 p.m., Central Time, and at any and all
adjournments thereof, as follows: The Board of Directors recommends
a vote "FOR" the above proposal.
THIS PROXY WILL BE VOTED AS
DIRECTED, BUT IF NO INSTRUCTIONS
ARE SPECIFIED, THIS PROXY WILL BE
VOTED FOR THE PROPOSITION 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 KNOW OF NO OTHER
BUSINESS TO BE PRESENTED AT THE
MEETING.
THIS PROXY IS SOLICITED BY THE
BOARD OF DIRECTORS.
Should the undersigned be present
and elect to vote at the Annual
Meeting or at any adjournment
thereof and after notification to
the Secretary of the Corporation
at the Meeting of the
stockholder's decision to
terminate this proxy, then the
power of said attorneys and
proxies shall be deemed
terminated and no further force
and effect.
Please be sure to sign and date /Date /
this Proxy in the box below. / / The undersigned acknowledges
/ / receipt from the Corporation
/ / prior to execution of this
/ / proxy of notice of the
/ Meeting, a proxy statement
Stockholder sign above Co-holder (if any) dated September 15, 2000 and
sign above the 2000 Annual Report to
Stockholders.
Please sign exactly as your
name appears on this proxy
card. When signing as
attorney, executor,
administrator, trustee or
guardian, please give full
title. If shares are held
jointly, each holder should
sign.
Detach above card, sign, date and mail in postage paid envelope provided.
FIRST BANCSHARES, INC.
PLEASE ACT PROMPTLY
SIGN, DATE AND MAIL YOUR PROXY CARD TODAY
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