SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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 ss. 240.14a-11(c) or ss. 240.14a-12
Landmark Bancshares, Inc.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11. (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
[HOLDING COMPANY LETTERHEAD]
December 15, 1998
Dear Fellow Stockholder:
On behalf of the Board of Directors and management of Landmark
Bancshares, Inc., I cordially invite you to attend the 1999 annual meeting of
stockholders to be held at the Dodge City Country Club, located at North Avenue
C, Dodge City, Kansas, on Wednesday, January 20, 1999 at 1:30 p.m. The attached
Notice of Annual Meeting of Stockholders and proxy statement describe the formal
business to be transacted at the meeting. During the meeting, I will also report
on the operations of the company. Directors and officers of the company will be
present to respond to your questions.
The matters to be considered by stockholders at the meeting are
described in the accompanying material. The Board of Directors has determined
that the matters to be considered at the meeting are in the best interest of the
company and its stockholders. For the reasons set forth in the proxy statement,
the Board of Directors unanimously recommends a vote "FOR" each matter to be
considered.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE SIGN AND DATE THE
ENCLOSED PROXY CARD AND RETURN IT IN THE ACCOMPANYING POSTAGE-PAID RETURN
ENVELOPE AS PROMPTLY AS POSSIBLE. This will not prevent you from voting in
person at the meeting, but will assure that your vote is counted if you are
unable to attend. YOUR VOTE IS VERY IMPORTANT.
Sincerely,
/s/ Larry Schugart
-------------------------------------------------
Larry Schugart
President and Chief Executive Officer
<PAGE>
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LANDMARK BANCSHARES, INC.
CENTRAL AND SPRUCE
DODGE CITY, KANSAS 67801
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JANUARY 20, 1999
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NOTICE IS HEREBY GIVEN that the 1999 Annual Meeting of Stockholders
(the "Meeting") of Landmark Bancshares, Inc. (the "Company"), will be held at
the Dodge City Country Club, located at North Avenue C, Dodge City, Kansas, at
1:30 p.m., local time, on Wednesday, January 20, 1999.
The Meeting is for the purpose of considering and acting upon the
following matters:
1. The election of one director of the Company;
2. The ratification of Regier Carr & Monroe, L.L.P. as
independent auditors of Landmark Bancshares, Inc. for the
fiscal year ending September 30, 1999; and
3. The transaction of 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, by original or later
adjournment, the Meeting is held. Stockholders of record at the close of
business on November 27, 1998, are the stockholders entitled to vote at the
Meeting and any adjournments thereof.
EACH STOCKHOLDER, WHETHER OR NOT HE OR SHE PLANS TO ATTEND THE MEETING,
IS REQUESTED TO SIGN, DATE, AND RETURN THE ENCLOSED PROXY CARD WITHOUT DELAY IN
THE ENCLOSED POSTAGE-PAID ENVELOPE. ANY PROXY GIVEN BY THE STOCKHOLDER MAY BE
REVOKED BY FILING WITH THE SECRETARY OF THE COMPANY A WRITTEN REVOCATION OR A
DULY EXECUTED PROXY BEARING A LATER DATE. ANY STOCKHOLDER PRESENT AT THE MEETING
MAY REVOKE HIS OR HER PROXY AND VOTE IN PERSON ON EACH MATTER BROUGHT BEFORE THE
MEETING. HOWEVER, IF YOU ARE A STOCKHOLDER WHOSE SHARES ARE NOT REGISTERED IN
YOUR OWN NAME, YOU WILL NEED ADDITIONAL DOCUMENTATION FROM YOUR RECORD HOLDER TO
VOTE IN PERSON AT THE MEETING.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Gary L. Watkins
---------------------------------------------
GARY L. WATKINS
SECRETARY
Dodge City, Kansas
December 15, 1998
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IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES IN ORDER TO INSURE A QUORUM AT THE MEETING. A
SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED
IF MAILED IN THE UNITED STATES.
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<PAGE>
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PROXY STATEMENT
OF
LANDMARK BANCSHARES, INC.
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ANNUAL MEETING OF STOCKHOLDERS
January 20, 1999
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GENERAL
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This Proxy Statement is furnished in connection with the solicitation
of proxies by the board of directors (the "Board of Directors" or the "Board")
of Landmark Bancshares, Inc. (the "Company"), the holding company of Landmark
Federal Savings Bank (the "Bank"), to be used at the 1999 Annual Meeting of
Stockholders of the Company (the "Meeting") which will be held at the Dodge City
Country Club, located at North Avenue C, Dodge City, Kansas on Wednesday,
January 20, 1999, at 1:30 p.m., local time. The accompanying Notice of Meeting
and this proxy statement are being first mailed to stockholders on or about
December 15, 1998.
At the Meeting, stockholders will consider and vote upon (i) the
election of one director and (ii) the ratification of Regier Carr & Monroe,
L.L.P. as independent auditors of the Company for the fiscal year ending
September 30, 1999. The Board of Directors of the Company knows of no additional
matters that will be presented for consideration at the Meeting. Execution of a
proxy, however, confers on the designated proxyholder discretionary authority to
vote the shares represented by such proxy in accordance with their best judgment
on such other business, if any, that may properly come before the Meeting or any
adjournment thereof.
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VOTING AND REVOCABILITY OF PROXIES
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Stockholders who execute proxies retain the right to revoke them at any
time. Unless so revoked, the shares represented by such proxies will be voted at
the Meeting and all adjournments thereof. Proxies may be revoked by written
notice to the Secretary of the Company at the address above or by the filing of
a later dated proxy prior to a vote being taken on a particular proposal at the
Meeting. A proxy will not be voted if a stockholder attends the Meeting and
votes in person. Proxies solicited by the Board of Directors of the Company will
be voted in accordance with the directions given therein. Where no instructions
are indicated, proxies will be voted for the nominees for directors set forth
below and "FOR" the other listed proposals. The proxy confers discretionary
authority on the persons named therein to vote with respect to the election of
any person as a director where the nominee is unable to serve, or for good cause
will not serve, and matters incident to the conduct of the Meeting.
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VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
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Voting Securities
Stockholders of record as of the close of business on November 27, 1998
(the "Record Date") are entitled to one vote for each share of common stock of
the Company ("Common Stock") then held. As of the Record Date, the Company had
1,358,071 shares of Common Stock issued and outstanding.
The articles of incorporation of the Company ("Articles of
Incorporation") provide that in no event shall any record owner of any
outstanding Common Stock which is beneficially owned, directly or indirectly, by
a person who beneficially owns in excess of 10% of the then outstanding shares
of Common Stock (the "Limit") be entitled or permitted to any vote with respect
to the shares held in excess of the Limit. The number of votes that may be cast
by any record owner by virtue of the provisions
<PAGE>
hereof in respect of Common Stock beneficially owned by such persons owning
shares in excess of the Limit shall be equal to the total number of votes which
a single record owner of all Common Stock owned by such person would be entitled
to cast, multiplied by a fraction, the numerator of which is the number of
shares of such class or series which are both beneficially owned by such person
and owned of record by such record owner and the denominator of which is the
total number of shares of Common Stock beneficially owned by such person owning
shares in excess of the Limit. Until March 28, 1999, no person shall directly or
indirectly offer to acquire or acquire the beneficial ownership of more than 10%
of any class of an equity security of the Company. Beneficial ownership is
determined pursuant to the definition in the Articles of Incorporation and
includes shares beneficially owned by such person or his or her affiliates or
associates (as defined in the Articles of Incorporation), shares which such
person or his or her affiliates or associates have the right to acquire upon the
exercise of conversion rights or options and shares as to which such person and
his or her affiliates or associates have or share investment or voting power,
but shall not include any other shares of voting stock which may be issuable
either immediately or at some future date pursuant to any agreement,
arrangement, or understanding or upon exercise of conversion rights, exchange
rights, warrants, options, or otherwise.
The presence in person or by proxy of at least a majority of the
outstanding shares of Common Stock entitled to vote (after subtracting any
shares held in excess of the Limit) is necessary to constitute a quorum at the
Meeting. In the event there are not sufficient votes to constitute a quorum or
to ratify any proposals at the time of the Meeting, the Meeting may be adjourned
in order to permit the further solicitation of proxies.
As to the election of directors, the proxy card being provided by the
Board of Directors enables a stockholder to vote for the election of the nominee
proposed by the Board of Directors, or to withhold authority to vote for the
nominee being proposed. Under the Company's bylaws, directors are elected by a
plurality of votes cast, without respect to either (i) Broker Non-votes (shares
for which a broker indicates on the proxy that it does not have discretionary
authority to vote on a matter) or (ii) proxies as to which authority to vote for
the nominee being proposed is withheld.
Concerning all matters that may properly come before the Meeting,
including the ratification of auditors, by checking the appropriate box, a
stockholder may; (i) vote "FOR" the item, or (ii) vote "AGAINST" the item, or
(iii) "ABSTAIN" with respect to the item. Unless otherwise required by law, all
other matters shall be determined by a majority of votes cast affirmatively or
negatively without regard to (a) Broker Non-votes, or (b) proxies marked
"ABSTAIN" as to that matter.
Security Ownership of Certain Beneficial Owners
Persons and groups owning in excess of 5% of the Common Stock are
required to file certain reports regarding such ownership pursuant to the
Securities Exchange Act of 1934, as amended ("1934 Act"). Based upon such
reports and information provided by the Company's transfer agent, the following
table sets forth, as of the Record Date, certain information as to those persons
who were beneficial owners of more than 5% of the outstanding shares of Common
Stock and as to the Common Stock beneficially owned by executive officers and
directors of the Company 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 the Record Date.
2
<PAGE>
<TABLE>
<CAPTION>
Percent of Shares of
Amount and Nature of Common Stock
Name and Address of Beneficial Owner Beneficial Ownership Outstanding
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<S> <C> <C>
John Hancock Advisers, Inc. 100,000(1) 7.4%
101 Huntington Avenue
Boston, Massachusetts 02199
Larry Schugart 121,077(2) 8.6%
Central and Spruce
Dodge City, Kansas 67801
Landmark Federal Savings Bank Employee 133,018(3) 9.8%
Stock Ownership Plan ("ESOP"), Central and
Spruce, Dodge City, Kansas 67801
Jeffrey S. Halis 94,800(4) 7.0%
500 Park Avenue, Fifth Floor
New York, New York 10022
Kahn Brothers & Co., Inc. 154,601(5) 11.4%
555 Madison Avenue
New York, New York 10022
All Directors and Executive Officers as a 379,252(6) 24.7%
Group (7 persons)
</TABLE>
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(1) Number of shares is based on a Schedule 13G, Amendment No. 1, filed with
the Securities and Exchange Commission ("SEC") on February 10, 1997 on
behalf of the named entity, John Hancock Mutual Life Insurance Company,
John Hancock Subsidiaries, Inc., John Hancock Asset Management, and The
Berkeley Financial Group.
(2) Includes 57,033 shares of Common Stock subject to options granted pursuant
to the 1994 Stock Option Plan which options are exercisable within 60 days
of the Record Date.
(3) The ESOP purchased such shares for the exclusive benefit of plan employee
participants with borrowed funds. These shares are being allocated among
ESOP participants annually on the basis of compensation as the ESOP debt is
repaid. Unallocated shares are held in a suspense account. The ESOP Trustee
must vote all shares allocated to participant accounts under the ESOP as
directed by participants. Unallocated shares and allocated shares for which
no timely direction is received will be voted as directed by the ESOP
Committee or the Board.
(4) Number of shares based on Amendment No. 4 to a Schedule 13D filed with the
SEC on June 22, 1998.
(5) Number of shares based on Amendment No. 2 to a Schedule 13G filed with the
SEC on March 13, 1998.
(6) Includes shares of Common Stock held directly as well as by spouses or
minor children, in trust and other indirect ownership, over which shares
the individuals effectively exercise sole or shared voting and investment
power, unless otherwise indicated. Includes 175,659 shares of Common Stock
subject to options granted pursuant to the 1994 Stock Option Plan which
options are exercisable within 60 days of the Record Date. Excludes shares
held by the ESOP that are not allocated to these individuals.
3
<PAGE>
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SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
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Section 16(a) of the 1934 Act requires the Company's officers and
directors, and persons who own more than ten percent of the Common Stock, to
file reports of ownership and changes in ownership of the Common Stock, on Forms
3, 4 and 5, with the Securities and Exchange Commission ("SEC") and to provide
copies of those Forms 3, 4 and 5 to the Company. The Company is not aware of any
beneficial owner, as defined under Section 16(a), of more than ten percent of
its Common Stock.
Based upon a review of the copies of the forms furnished to the
Company, or written representations from certain reporting persons that no Forms
5 were required, the Company believes that all Section 16(a) filing requirements
applicable to its officers and directors were complied with during the 1998
fiscal year.
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PROPOSAL I - ELECTION OF DIRECTORS
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The Articles of Incorporation require that directors be divided into
three classes, as nearly equal in number as possible, each class to serve for a
three-year period, with approximately one-third of the directors elected each
year. The Board of Directors currently consists of five members. As a result,
one director will be elected at the Meeting to serve for a three-year term, as
noted below, or until a respective successor has been elected and qualified.
David H. Snapp has been nominated by the Board of Directors to serve as
a director. He is currently a member of the Board of Directors. It is intended
that proxies solicited by the Board of Directors will, unless otherwise
specified, be voted for the election of the named nominee. If the nominee is
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 of Directors knows of no reason the nominee might be unavailable
to serve.
The following table sets forth the existing directors and nominee,
their name, age, the year they first became a director of the Company or the
Bank, the expiration date of their current term as a director, and the number
and percentage of shares of the Common Stock beneficially owned. Each director
of the Company is also a director of the Bank.
4
<PAGE>
<TABLE>
<CAPTION>
Shares of
Common Stock
Age at Year First Current Beneficially Percent
September 30, Elected or Term to Owned of
Name 1998 Appointed(1) Expire (2)(3)(4) Class
- ---- ------ ------------ ------- --------- ------
<S> <C> <C> <C> <C> <C>
BOARD NOMINEE FOR TERM TO EXPIRE IN 2001
David H. Snapp 43 1986 1998 31,352(5) 2.3%
DIRECTORS CONTINUING IN OFFICE
Larry L. Schugart 59 1971 2000 121,077 8.6%
Jim W. Lewis 42 1991 2000 47,812(5) 3.5%
C. Duane Ross 62 1986 1999 31,263(5) 2.3%
Richard A. Ball 45 1995 1999 14,687(5) 1.1%
</TABLE>
- ------------------------------
(1) Refers to the year the individual first became a director of the Bank or
Company. All directors of the Bank as of November 1993 became directors of
the Company when it was incorporated in November 1993.
(2) Includes shares of Common Stock held directly as well as by spouses or
minor children, in trust and other indirect ownership, over which shares
the individuals effectively exercise sole or shared voting and investment
power, unless otherwise indicated.
(3) Beneficial ownership as of the Record Date.
(4) Includes shares of Common Stock subject to options that are exercisable
within 60 days of the Record Date for the following individuals (in the
following amount of shares of Common Stock); C. Ross (13,687), R. Ball
(13,687), L. Schugart (57,033), J. Lewis (13,687) and D. Snapp (13,687).
(5) Excludes 133,018 shares of Common Stock held by the Landmark Federal
Savings Bank Employee Stock Ownership Plan for which such person serves as
plan trustee and exercises shared voting and investment power. Shares which
are unallocated to participating employees (approximately 69,272 shares)
and shares for which no voting directions are received are voted by the
plan trustee as directed by the ESOP Committee or the Board. Once allocated
to participant accounts, such Common Stock will be voted by the plan
trustee as directed by the plan participant as the beneficial owner of such
Common Stock. The plan trustee acts as a fiduciary within the meaning of
the Employee Retirement Income Security Act of 1974, as amended ("ERISA").
The individuals serving as plan trustee disclaim beneficial ownership of
stock held under the ESOP for which they serve as plan trustee.
The principal occupation of, and other information about, each director
and executive officer of the Company is set forth below as of September 30,
1998. All directors and executive officers have held their present positions for
five years unless otherwise stated.
Larry L. Schugart has been with the Bank for 35 years, serving as
President since 1985, and has been the President, Chief Executive Officer and a
director of the Company since its incorporation in November 1993. He is a former
director of the Federal Home Loan Bank of Topeka where he served on the Finance
and Executive Committees. Mr. Schugart is a member and chair of various
committees of the Heartland Community Bankers Association, is a past Chairman of
the Kansas-Nebraska League of Savings and serves as a member of the Governmental
Affairs Committee of the America's Community Bankers. In addition Mr. Schugart
is a member of the Dodge City Area Chamber of Commerce and the Dodge City/Ford
County Development Corporation.
Jim W. Lewis has served as a director of the Bank since 1991 and of the
Company since its incorporation in November 1993. Mr. Lewis is the owner of
several automobile dealerships across the State of Kansas, including Dodge City
Toyota, Inc. Mr. Lewis is a member of the Dodge City Area Chamber of Commerce.
He is also a member of the Finance Committee of the Dodge City Swim Team.
5
<PAGE>
David H. Snapp has been a director of the Bank since 1986 and of the
Company since its incorporation in November 1993. He is a partner in the law
firm of Waite, Snapp & Doll in Dodge City, Kansas. Mr. Snapp is also a board
member of Arrowhead West, Inc., a mental and physical rehabilitation center, and
Catholic Social Service.
C. Duane Ross has served as a director of the Bank for eleven years and
of the Company since its incorporation in November 1993. He has served as
Chairman of the Boards of the Company and the Bank since January 1995. He is
President of High Plains Publishers, Inc., a publishing/printing company. Mr.
Ross is Vice Chairman of the Board of Commissioners of the Dodge City Housing
Authority and is a board member and past president of the Dodge City/Ford County
Development Corporation and Dodge City Community College Endowment Board. In
addition, he is President of the Dodge City Community College Foundation. Mr.
Ross is a past president of the Dodge City Area Chamber of Commerce.
Richard A. Ball has served as a director of the Company and the Bank
since 1995. Mr. Ball, a Certified Public Accountant, is a shareholder of Adams,
Brown, Beran & Ball, Chtd., an accounting firm with offices in Great Bend, Hays,
LaCrosse, Ellinwood and St. John, Kansas. He has served as a board member and
board chairman of the Great Bend Chamber of Commerce, Great Bend United Way,
Petroleum Club and Barton County Community College Academic Fund Campaign. He
has also served on the boards of the Kiwanis Club, Cougar Booster Club, Downtown
Development, Mid-Kansas Economic Development and the Kansas Oil & Gas Museum
Committee.
James F. Strovas, age 52, has been employed by the Bank since 1988 and
presently serves as Senior Vice President and Chief Financial Officer of the
Company and Bank. He is also a board member of the Dodge City Area Community
Foundation, the American Heart Association of Ford County, and is a member of
the Dodge City Rotary Club.
Gary L. Watkins, age 43, has been employed by the Bank since 1985 and
is currently a Senior Vice President, Chief Operating Officer, and Secretary of
the Company and Bank. He is also a member of the Kiwanis and the Board of
Directors of Trinity Association. Mr. Watkins is a past Vice President of the
Dodge City Area Chamber of Commerce.
Meetings and Certain Committees of the Board of Directors
The Board of Directors conducts its business through meetings of the
Board of Directors and through its committees. All committees act for both the
Company and the Bank. During the fiscal year ended September 30, 1998, the Board
of Directors of the Company held 12 regular meetings and no special meetings. No
director of the Company attended fewer than 75% of the total meetings of the
Board of Directors and committee meetings on which such Board member served
during this period.
The Audit Committee, a standing committee, is comprised of the entire
Board of Directors. The Audit Committee annually selects the independent
auditors and meet with the accountants to discuss the annual audit. The Audit
Committee is further responsible for internal controls for financial reporting.
The Committee met one time in fiscal year 1998.
A Nominating Committee is comprised of the entire Board of Directors.
The Nominating Committee is not a standing committee. The committee makes
nominations for directors prior to the Annual Meeting. The committee will
consider nominees recommended by stockholders but has no procedures in effect
concerning a recommendation. The committee held one meeting during fiscal year
1998.
6
<PAGE>
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DIRECTOR AND EXECUTIVE COMPENSATION
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Director Compensation
Each member of the Board of Directors receives a fee of $1,000 per
month. No additional fees are paid for committee meetings. For the fiscal year
ended September 30, 1998, total fees paid to directors were $60,000.
Director Deferred Compensation. The Company has established a
non-qualified deferred compensation plan for directors by which individual
directors may defer payment of director fee compensation. At the election of the
director, fees will be invested with an unrelated insurance company rather than
paid to the director. Such deferred compensation will be paid to the director
upon retirement or upon their request.
Other Compensation. Directors Ross, Schugart, Snapp and Lewis have
received awards of restricted stock under the Management Stock Bonus Plans which
plans were approved at the Special Meeting of Stockholders held on June 22,
1994. During the 1998 fiscal year, 5,475 of such shares vested for Mr. Schugart
and 1,825 of such shares vested for each of Messrs. Ross, Snapp and Lewis.
During the 1998 fiscal year, Director Ball received options that may be
exercised to purchase 2,053 shares of Common Stock.
Executive Compensation
Summary Compensation Table. The following table sets forth for the
fiscal years ended September 30, 1998, 1997 and 1996, certain information as to
the total remuneration received by Larry Schugart, the President and the Chief
Executive Officer of the Company. No other executive officer of the Company
during such periods received total cash compensation in excess of $100,000.
<TABLE>
<CAPTION>
Annual Compensation Long Term Compensation
- -------------------------------------------------------------- --------------------------------
Awards
--------------------------------
(a) (b) (c) (d) (e) (f) (g) (h)
Restricted Securities
Name and Principal Fiscal Other Annual Stock Underlying All Other
Position Year Salary Bonus Compensation(1) Award(s)(2) Options/SARs (#) Compensation(3)(4)
- -------- ---- ------ ----- --------------- ----------- ---------------- ------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Larry Schugart 1998 $97,422 $59,289 $20,289 $ -- -- $45,973
President and CEO 1997 $97,422 $60,307 $17,407 -- -- $53,494
1996 $97,422 $22,611 $18,369 -- -- $34,507
</TABLE>
- ----------------
(1) For fiscal year 1998, other annual compensation included director's fees of
$12,000 and a housing allowance of $4,669. For fiscal year 1997, other
annual compensation included director's fees of $10,500 and a housing
allowance of $4,462. For fiscal year 1996, other annual compensation
included director's fees of $9,000 and a housing allowance of $4,901.
(2) On September 30, 1998, Mr. Schugart had 5,476 shares of restricted stock
that had a total value of $121,841 (calculated by multiplying the aggregate
number of shares of restricted stock by the closing market price of the
Common Stock on September 30, 1998).
(3) Includes Company's contribution to individual's account under a 401(k) Plan
of $2,876, $2,873 and $2,873 during the fiscal years ended September 30,
1998, 1997 and 1996, respectively.
(footnotes continued on next page)
7
<PAGE>
(continued from prior page)
(4) Includes accruals made for the payment which will be made under the
Supplemental Executive Retirement Plans to Mr. Larry Schugart upon
retirement in the amount of $0, $0 and $0 for the fiscal years 1998, 1997
and 1996, respectively. Includes 2,066.2201 shares valued at $22.25 per
share, 2,004.8100 shares valued at $25.25 per share, 1,931.8661 shares
valued at $16.375 per share at the closing share price on September 30,
1998, 1997 and 1996, respectively, allocated through the ESOP. Compensation
deferred at the election of Mr. Schugart for a deferred compensation plan
for directors is included under other annual compensation in this chart.
Employment Agreement
In May 1998, the Company entered into a three year employment agreement
with President Larry Schugart with a base salary of $95,000. The agreement is
terminable by the Company for just cause. Just cause is defined in the agreement
as termination by reason of personal dishonesty; incompetence; willful
misconduct; breach of a fiduciary duty involving personal profit; intentional
failure to perform stated duties; willful violation of any law, rule, regulation
(other than traffic violations or similar offenses); entering into a final
cease-and-desist order; or material breach of any provision of the agreement. If
the agreement is terminated for just cause, the employee only receives his
salary up to the date of termination. If the Company terminates the agreement
without just cause, the employee is entitled to a continuation of salary from
the date of termination through the remaining term of the agreement.
The agreement provides that in the event of involuntary termination of
employment in connection with, or within eighteen months after, any change in
control of the Company or Bank, the employee will be paid a lump sum or, at his
option in periodic payments, a payment equal to 2.99 times the average annual
taxable compensation paid during the five years prior to the change in control.
If a lump sum payment had been made as of September 30, 1998, Mr. Schugart would
have received a payment of approximately $650,000. That payment would be an
expense to the Bank, reducing net income and the Bank's capital by that amount.
The agreement is renewed annually if the Board of Directors determines that the
executive has met its requirements and standards.
Benefits
Long Term Incentive Plans. The Company does not presently sponsor any
long-term incentive plans nor did it make any awards or payouts under such plans
during the fiscal year ended September 30, 1998.
Stock Option Plan. The Company's Board of Directors previously adopted
the 1994 Stock Option Plan (the "Option Plan"). The following table sets forth
the year end value of options granted pursuant to the Option Plan to the chief
executive officer.
<TABLE>
<CAPTION>
Aggregated Option/SAR Exercises in Last Fiscal Year, and FY-End Option/SAR Values
---------------------------------------------------------------------------------
(a) (b) (c) (d) (e)
Number of Securities
Underlying Unexercised Value of Unexercised
Options/SARs at In-The-Money Options/SARs
FY-End (#) at FY-End ($)
Shares Acquired
Name on Exercise (#) Value Realized($)(1) Exercisable/Unexercisable Exercisable/Unexercisable(1)
- ---- --------------- -------------------- ------------------------- ----------------------------
<S> <C> <C> <C> <C>
Larry Schugart N/A N/A 57,033 / 0 $698,654 / $0
</TABLE>
- ------------------
(1) Market value of underlying securities at fiscal 1998 year-end (equal to
market closing price of $22.25) minus the $10.00 exercise price.
8
<PAGE>
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
- --------------------------------------------------------------------------------
The Bank, like many financial institutions, has followed a policy of
granting various types of loans to officers, directors and employees. The loans
were made in the ordinary course of business and on substantially the same
terms, including interest rates and collateral, as those prevailing at the time
for the Bank's other customers, and do not involve more than the normal risk of
collectibility, nor present other unfavorable features. All loans by the Bank to
its directors and executive officers are subject to regulations of the Office of
Thrift Supervision ("OTS") restricting loans and other transactions with
affiliated persons of the Bank. In addition, loans to an affiliate must be
approved in advance by a disinterested majority of the Board of Directors or be
within other guidelines established as a result of OTS regulations.
- --------------------------------------------------------------------------------
PROPOSAL II -- RATIFICATION OF APPOINTMENT OF AUDITORS
- --------------------------------------------------------------------------------
Regier Carr & Monroe, L.L.P. was the Company's independent public
accountant for the 1998 fiscal year. The Board of Directors intends to renew the
Company's arrangement with Regier Carr & Monroe, L.L.P. for the 1999 fiscal
year, subject to ratification by the Company's stockholders. A representative of
Regier Carr & Monroe, L.L.P. is not expected to be present at the Meeting.
Ratification of the appointment of the auditors requires the
affirmative vote of a majority of the votes cast by the stockholders of the
Company at the Meeting. The Board of Directors recommends that stockholders vote
"FOR" the ratification of the appointment of Regier Carr & Monroe, L.L.P. as the
Company's auditors for the 1999 fiscal year.
- --------------------------------------------------------------------------------
MISCELLANEOUS
- --------------------------------------------------------------------------------
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 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 such proxies. If
the Company did not have notice of a matter on or before November 22, 1998, it
is expected that the persons named in the accompanying proxy will exercise
discretionary authority when voting on that matter.
The cost of soliciting 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 material
to the beneficial owners of Common Stock. In addition to solicitations by mail,
directors, officers, and regular employees of the Company may solicit proxies
personally or by telegraph or telephone without additional compensation.
The Company's 1998 Annual Report to Stockholders has been mailed to all
stockholders of record as of the close of business on the Record Date. Any
stockholder who has not received a copy of the annual report may obtain a copy
by writing to the Secretary of the Company.
9
<PAGE>
- --------------------------------------------------------------------------------
STOCKHOLDER PROPOSALS
- --------------------------------------------------------------------------------
In order to be eligible for inclusion in the Company's proxy material
for next year's annual meeting of stockholders, any stockholder proposal to take
action at such meeting must be received at the Company's executive offices at
Central and Spruce, Dodge City, Kansas 67801, no later than August 17, 1999.
In the event the Company receives notice of a stockholder proposal to
take action at next year's annual meeting of stockholders that is not submitted
for inclusion in the Company's proxy material, or is submitted for inclusion but
is properly excluded from the proxy material, the persons named in the proxy
sent by the Company to its stockholders intend to exercise their discretion to
vote on the stockholder proposal in accordance with their best judgment if
notice of the proposal is not received at the Company's main office by November
21, 1999.
- --------------------------------------------------------------------------------
FORM 10-KSB
- --------------------------------------------------------------------------------
A copy of the Company's annual report on Form 10-KSB for the fiscal
year ended September 30, 1998 will be furnished without charge to stockholders
as of the record date upon written request to the Secretary, Landmark
Bancshares, Inc., Central and Spruce, Dodge City, Kansas 67801.
BY ORDER OF THE BOARD OF DIRECTORS
Dodge City, Kansas
December 15, 1998
10
<PAGE>
[PROXY CARD]
- --------------------------------------------------------------------------------
LANDMARK BANCSHARES, INC.
- --------------------------------------------------------------------------------
ANNUAL MEETING OF STOCKHOLDERS
January 20, 1999
- --------------------------------------------------------------------------------
The undersigned hereby appoints the Board of Directors of Landmark
Bancshares, Inc. (the "Company"), or its designee, with full powers of
substitution, to act as attorneys and proxies for the undersigned, to vote all
shares of Common Stock of the Company which the undersigned is entitled to vote
at the 1999 Annual Meeting of Stockholders (the "Meeting"), to be held at the
Dodge City Country Club, located at North Avenue C, Dodge City, Kansas on
Wednesday, January 20, 1999, at 1:30 p.m., local time and at any and all
adjournments thereof, in the following manner:
FOR WITHHELD
--- --------
1. The election as director of the nominee
listed below: |_| |_|
David H. Snapp
INSTRUCTIONS: To withhold your vote for the nominee mark the "WITHHELD" box
above and write the nominee's name, for whom authority to vote for is being
withheld, on the line provided below.
----------------------------------------------------------------------
FOR AGAINST ABSTAIN
--- ------- -------
2. The ratification of Regier
Carr & Monroe, L.L.P., as independent
auditors of Landmark Bancshares, Inc., for the
fiscal year ending September 30, 1999. |_| |_| |_|
In their discretion, such attorneys and proxies are authorized to vote upon such
other business as may properly come before the Meeting or any adjournments
thereof.
The Board of Directors recommends a vote "FOR" all of the above listed
propositions.
- --------------------------------------------------------------------------------
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS
PROXY WILL BE VOTED FOR EACH OF THE PROPOSITIONS STATED. IF ANY OTHER BUSINESS
IS PRESENTED AT 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>
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Should the undersigned be present and elect to vote at the Meeting, or
at any adjournments thereof, and after notification to the Secretary of the
Company at the Meeting of the stockholder's decision to terminate this proxy,
the power of said attorneys and proxies shall be deemed terminated and of no
further force and effect. The undersigned may also revoke this proxy by filing a
subsequently dated proxy or by written notification to the Secretary of the
Company of his or her decision to terminate this proxy.
The undersigned acknowledges receipt from the Company prior to the
execution of this proxy of an annual report, a Notice of Annual Meeting of
Stockholders and a proxy statement dated December 15, 1998.
Please check here if you
Dated: , 199___ |_| plan to attend the Meeting.
- ------------------------------------ ----------------------------------
PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER
- ------------------------------------ ----------------------------------
SIGNATURE OF STOCKHOLDER SIGNATURE OF STOCKHOLDER
Please sign exactly as your name appears on this proxy. When signing as
attorney, executor, administrator, trustee, or guardian, please give your full
title. If shares are held jointly, each holder should sign.
- --------------------------------------------------------------------------------
PLEASE COMPLETE, DATE, SIGN, AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED
POSTAGE-PREPAID ENVELOPE.
- --------------------------------------------------------------------------------
