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 Rule 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, 2000
Dear Fellow Stockholder:
On behalf of the Board of Directors and management of Landmark
Bancshares, Inc., I cordially invite you to attend the 2001 Annual Meeting of
Stockholders to be held at the Dodge City Country Club, located at North Avenue
C, Dodge City, Kansas, on Wednesday, January 17, 2001 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 17, 2001
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NOTICE IS HEREBY GIVEN that the 2001 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 17, 2001.
The Meeting is for the purpose of considering and acting upon the
following matters:
1. The election of two directors 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, 2001; 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 30, 2000, 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
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Gary L. Watkins
Secretary
Dodge City, Kansas
December 15, 2000
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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 17, 2001
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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 2001 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 17, 2001, at 1:30 p.m., local time. The accompanying Notice of Annual
Meeting and this Proxy Statement are being first mailed to stockholders on or
about December 15, 2000.
At the Meeting, stockholders will consider and vote upon (i) the
election of two directors and (ii) the ratification of Regier Carr & Monroe,
L.L.P. as independent auditors of the Company for the fiscal year ending
September 30, 2001. 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 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 ratification of the Company's independent auditors. The proxy
confers discretionary authority on the persons named therein to vote with
respect to the election of any person as a director where a 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 30, 2000
(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
1,107,438 shares of Common Stock issued and outstanding.
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<PAGE>
The articles of incorporation of the Company (the "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 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. 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 shares present, in person or by
proxy, to constitute a quorum 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" for the election of the
nominees proposed by the Board of Directors, or to "WITHHOLD" authority to vote
for the nominees 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 nominees being proposed is withheld.
Concerning all other 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, including the ratification of auditors, 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 (the "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.
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<TABLE>
<CAPTION>
Percent of Shares of
Amount and Nature of Common Stock
Name and Address of Beneficial Owner Beneficial Ownership Outstanding
------------------------------------ -------------------- -----------
<S> <C> <C>
Larry Schugart 129,517(1) 11.1%
Central and Spruce
Dodge City, Kansas 67801
Landmark Federal Savings Bank Employee 120,120(2) 10.9%
Stock Ownership Plan ("ESOP"), Central and
Spruce, Dodge City, Kansas 67801
All Directors and Executive Officers as a Group 309,301(3) 24.6%
(7 persons)
</TABLE>
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(1) Includes 60,033 shares of Common Stock subject to options that are
exercisable within 60 days of the Record Date. Reflects sole voting
power with respect to 36,180 shares, sole dispositive power with
respect to 110,701 shares, shared voting power with respect to 33,304
shares and shared dispositive power with respect to 5,551 shares.
(2) Reflects shared voting power with respect to 78,224 shares allocated to
participating employees, sole voting power with respect to 41,896
shares unallocated to participating employees and sole dispositive
power over all shares. The ESOP holds shares for the exclusive benefit
of plan participants. A portion of these shares are allocated among
ESOP participants annually on the basis of compensation as the debt
incurred in the purchase of the shares is repaid. Unallocated shares
are held in a suspense account. The ESOP trustees 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 are voted by the trustees as directed by
the ESOP Committee or the Board.
(3) 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 or
dispositive power. Includes 150,201 shares of Common Stock subject to
options that are exercisable within 60 days of the Record Date.
Excludes 96,677 shares held by the ESOP (120,120 shares minus 23,443
shares allocated to executive officers) over which certain directors,
as members of the ESOP Committee and as trustees to the ESOP exercise
shared voting and dispositive power. Such directors disclaim beneficial
ownership with respect to these shares.
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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 and to provide copies of
those Forms 3, 4 and 5 to the Company. Other than as reported above under
"Security Ownership of Certain Beneficial Owners," 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
and 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
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<PAGE>
2000 fiscal year, other than the late filing by Mr. Schugart of a Form 4 to
report the exercise of options and the late filing by Mr. Ball of a Form 4 to
report two transactions.
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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,
two directors will be elected at the Meeting to serve for a three-year term, as
noted below, or until their respective successors have been elected and
qualified.
Larry L. Schugart and Jim W. Lewis have been nominated by the Board of
Directors to serve as directors. Both nominees are currently members 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 nominees. If either 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 why either nominee might be unavailable to serve.
The following table sets forth for each of the continuing directors and
for the nominees: their names, ages, the years they first became directors of
the Company or the Bank, the expiration dates of their current terms as
directors, 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.
<TABLE>
<CAPTION>
Shares of
Age at Year First Current Common Stock Percent
September 30, Elected or Term to Beneficially of
Name 2000 Appointed(1) Expire Owned (2)(3)(4) Class
---- ------ ------------ ------- --------------- -------
BOARD NOMINEES FOR TERM TO EXPIRE IN 2003
<S> <C> <C> <C> <C> <C>
Larry L. Schugart 61 1971 2000 129,517(5) 11.1%
Jim W. Lewis 44 1991 2000 34,525(6)(7) 3.1%
DIRECTORS CONTINUING IN OFFICE
David H. Snapp 45 1986 2001 31,052(6)(8) 2.8%
C. Duane Ross 64 1986 2002 31,263(6)(9) 2.8%
Richard A. Ball 47 1995 2002 17,787(6)(10) 1.6%
</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 or
dispositive power, as 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 (60,033), J. Lewis (13,687) and D. Snapp
(13,387).
(5) Reflects sole voting power with respect to 36,180 shares and shared
voting power with respect to 33,304 shares. Reflects sole dispositive
power with respect to 110,701 shares and shared dispositive power with
respect to 5,551 shares. Includes
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<PAGE>
60,033 shares of Common Stock that may be acquired through the exercise
of options that are exercisable within 60 days of the Record Date.
(6) Excludes 120,120 shares of Common Stock held by the ESOP for which such
person serves as a member of the ESOP Committee and as a plan trustee
and exercises shared voting power. Shares which are unallocated to
participating employees (approximately 41,896 shares) and allocated
shares for which no voting directions are received are voted by the
plan trustees as directed by the ESOP Committee. Once allocated to
participant accounts, such Common Stock are voted by the plan trustees
as directed by the plan participant as the beneficial owner of such
Common Stock. The individuals serving as plan trustees disclaim
beneficial ownership of stock held under the ESOP.
(7) Reflects sole dispositive power with respect to 29,525 shares, sole
voting power with respect to 15,838 shares and shared voting and
dispositive power with respect to 5,000 shares.
(8) Reflects sole voting power with respect to 17,066 shares and shared
voting power with respect to 599 shares. Reflects sole dispositive
power with respect to 30,753 shares and shared dispositive power with
respect to 599 shares.
(9) Reflects sole voting power with respect to 15,587 shares and shared
voting power with respect to 1,989 shares. Reflects sole dispositive
power with respect to 29,274 shares and shared dispositive power with
respect to 1,989 shares.
(10) Reflects sole voting power with respect to 4,000 shares and sole
dispositive power with respect to 17,687 shares and shared voting and
dispositive power with respect to 100 shares.
The principal occupation of, and other information about, each nominee,
director and executive officer of the Company is set forth below as of September
30, 2000. All directors and executive officers have held their present positions
for five years unless otherwise stated.
Nominees:
Larry L. Schugart has been with the Bank for 37 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. Mr. Schugart is a member
of the Dodge City Area Chamber of Commerce and the Dodge City/Ford County
Development Corporation. In addition, Mr. Schugart has been president of
numerous civic and charitable organizations in Great Bend.
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 was a founding member of "The Alley," a community Teen Center in Dodge City.
Continuing Directors:
C. Duane Ross has served as a director of the Bank since 1986 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, a
current member of the Dodge City Community College Endowment Board, and a past
president of the Dodge City/Ford County Development Corporation. In addition, he
is President of the Dodge City Community College Foundation and 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, Colby, Lyons, McPherson and Hutchinson,
5
<PAGE>
Kansas. He has served as a 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.
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.
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, 2000, 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 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 the 2000
fiscal year.
The Compensation Committee, a standing committee, is comprised of
Directors Ball, Lewis, Ross and Snapp. This committee met one time during fiscal
year 2000.
The Audit Committee, a standing committee, is comprised of Directors
Ball, Lewis, Ross and Shapp. The Board of Directors has determined that all of
the members of the Audit Committee except Director Lewis are independent in
accordance with the requirements of the Nasdaq Stock Market. Director Lewis has
been determined not to be independent under Nasdaq's rules due to business loans
outstanding to him or to entities with which he is affiliated. The Board felt,
nonetheless, that Director Lewis would be an effective member of the committee
and that his appointment to the committee was in the best interests of the
Company and its stockholders. 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 two times during fiscal year 2000.
The Board of Directors has reviewed, assessed the adequacy of and
approved a formal written charter for the Audit Committee. The full text of the
Charter of the Audit Committee appears as an Appendix to this Proxy Statement.
Report of the Audit Committee
For the fiscal year ended September 30, 2000, the Audit Committee (i)
reviewed and discussed the Company's audited financial statements with
management, (ii) discussed with the Company's independent auditor, Regier Carr &
Monroe, L.L.P. ("Regier Carr"), all matters required to be discussed under
Statement on Auditing Standards No. 61., and (iii) received from Regier Carr
disclosures regarding Regier Carr's independence as required by Independence
Standards Board Standard No. 1 and discussed with Regier Carr their
independence. Based on the foregoing review and discussions, the Audit
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<PAGE>
Committee recommended to the Board of Directors that the audited financial
statements be included in the Company's Annual Report on Form 10-K for the
fiscal year ended September 30, 2000.
Audit Committee:
Richard A. Ball
Jim W. Lewis
C. Duane Ross
David H. Snapp
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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 other than the Audit
Committee, for which the members receive $100 for each meeting attended. The
Chairman of the Audit Committee receives $100 per month. For the fiscal year
ended September 30, 2000, total fees paid to directors were $60,500.
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. All awards under these plans were fully vested prior to the 2000 fiscal
year.
Executive Compensation
Compensation Committee Report on Executive Compensation
November 10, 1999
A Special Meeting of the Compensation Committee of Landmark Federal
Savings Bank and Landmark Bancshares, Inc., was held at 8:30 A.M. at the home
office in Dodge City, Kansas. Present: Duane Ross, David Snapp, Jim Lewis and
Richard Ball. Duane Ross chaired the meeting and David Snapp acted as Secretary
The Committee reviewed the performance of senior management including
the Chief Executive Officer of the Company and the Bank. The Committee reviewed
salary surveys from Heartland Community Bankers Association and the America's
Community Bankers. The Committee also reviewed comparative data gleaned from the
prospectus of recently converted savings institutions. The salary surveys were
reviewed for comparison purposes, with particular focus upon the size and
geographical location of the peer groups studied. The Committee also reviewed
the compensation plans offered to the management team over the past 5 years.
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<PAGE>
The Committee reviewed the purposes and goals of a compensation plan,
including loyalty and longevity of management, alignment of the interests of
shareholders, with consideration given for current operating results such as
return on assets and return on equity.
Other factors considered for fiscal 1999 included general management of
the Bank, communication with the Board of Directors, productivity of the
employees, and the reputation and relationship that the Bank has with its
customers and the communities that the Bank serves.
After discussion by the committee of all pertinent information
reviewed, the base salary of the Chief Executive Officer was set at $145,000 for
calendar year 2000. Base salaries for the Chief Operating Officer and Chief
Financial Officer were set after consultation with the Chief Executive Officer.
To complement the base salaries and provide a direct incentive for
management, the Company pays bonuses pursuant to a bonus plan equal to 1.5% of
net consolidated earnings per fiscal year, with the actual division of such
bonus amount determined by the Committee after consultation with the Chief
Executive Officer.
Compensation Committee:
Richard A. Ball
Jim W. Lewis
C. Duane Ross
David H. Snapp
Stock Performance Graph. Set forth below is a stock performance graph
comparing the cumulative total shareholder return on the Common Stock with (a)
the cumulative total shareholder return on stocks included in the Nasdaq Stock
Market index and (b) the cumulative total shareholder return on stocks included
in the Nasdaq Bank index, as prepared for Nasdaq by the Center for Research in
Securities Prices ("CRSP") at the University of Chicago. All three investment
comparisons assume the investment of $100 as of September 29, 1995 and the
reinvestment of dividends.
There can be no assurance that the Company's future stock performance
will be the same or similar to the historical stock performance shown in the
graph below. The Company neither makes nor endorses any predictions as to stock
performance.
8
<PAGE>
[GRAPHIC OMITTED]
<TABLE>
<CAPTION>
9/29/95 9/30/96 9/30/97 9/30/98 9/30/99 9/29/00
------- ------- ------- ------- ---------------
<S> <C> <C> <C> <C> <C> <C>
CRSP Nasdaq U.S. Index $100 $118.68 $162.92 $165.50 $270.38 $358.96
CRSP Nasdaq Bank Index 100 127.65 212.64 210.94 224.58 240.95
Landmark Bancshares, Inc 100 118.23 186.35 167.99 122.85 147.46
========================== ======= ========= ========== ========== ======== ========
</TABLE>
The information set forth above under the subheadings "Compensation
Committee Report on Executive Compensation" and "Stock Performance Graph" (i)
shall not be deemed to be "soliciting material" or to be "filed" with the
Commission or subject to Regulation 14A or the liabilities of Section 18 of the
Exchange Act, and (ii) notwithstanding anything to the contrary that may be
contained in any filing by the Company under such Act or the Securities Act of
1933, as amended ("Securities Act"), shall not be deemed to be incorporated by
reference in any such filing.
Summary Compensation Table. The following table sets forth for the
three fiscal years ended September 30, 2000, certain information as to the total
remuneration received by Larry Schugart, the President and the Chief Executive
Officer of the Company and Gary L. Watkins, Secretary and Chief Operating
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>
Long Term
Annual Compensation Compensation Awards
------------------------------------------------------ ----------------------
Name and Fiscal Other Annual Securities Underlying All Other
Principal Position Year Salary Bonus Compensation(1) Options/SARs(#) Compensation(2)(3)
------------------ ---- ------ ----- --------------- --------------------- ------------------
<S> <C> <C> <C> <C> <C> <C>
Larry Schugart, 2000 $145,000 $18,600 $41,254 -- $42,997
President and CEO 1999 $133,085 $13,695 $19,054 5,000 $33,086
1998 $ 97,422 $59,289 $20,289 -- $48,846
Gary L. Watkins, 2000 $90,000 $12,400 $8,718 -- $30,866
Secretary and Chief
Operating Officer (4)
</TABLE>
(Footnotes start on next page.)
9
<PAGE>
--------------
(1) Mr. Shugart's other annual compensation included director's fees of $12,000
during the fiscal years ended September 30, 2000, 1999 and 1998,
respectively. Mr. Watkin's other annual compensation included $4,758 in
employer payments of health, disability and life insurance premiums.
(2) For Mr. Schugart, includes Company's contribution to his account under a
401(k) Plan of $4,800, $3,996 and $2,876 during the fiscal years ended
September 30, 2000, 1999 and 1998, respectively. For Mr. Watkins, includes
Company's contribution to his account under a 401(k) Plan of 3,037 during
the fiscal year ended September 30, 2000.
(3) For Mr. Schugart, includes 2,093 shares valued at $18.25 per share, 1,847
shares valued at $15.75 per share, and 2,066.2201 shares valued at $22.25
per share at the closing share price on September 30, 2000, 1999 and 1998,
respectively, allocated through the ESOP. For Mr. Watkins, includes 1,526
shares valued at $18.25 per share at the closing share price on September
30, 2000 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.
(4) Mr. Watkins has been employed by the Bank since 1985. Fiscal year 2000 is
the first year his total cash compensation (consisting of salary and bonus)
exceeded $100,000.
Employment Agreement
In May 1998, the Company entered into a three year employment agreement
with President Larry Schugart. The base salary under this agreement for calendar
year 2000 is $150,000. 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. Each year the employment agreement may be
extended for an additional one year period beyond the expiration date, so that
the remaining term of the agreement may remain at three years.
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, 2000, Mr. Schugart would
have received a payment of approximately $714,934. That payment would be an
expense to the Bank, reducing net income and the Bank's capital by that amount.
The agreement is renewed annually if the Board of Directors determines that the
executive has met its requirements and standards.
Benefits
Long Term Incentive Plans. The Company does not presently sponsor any
long-term incentive plans nor did it make any awards or payouts under such plans
during the fiscal year ended September 30, 2000.
The following table sets forth the year end value of options previously
granted to the chief executive officer.
10
<PAGE>
<TABLE>
<CAPTION>
Aggregated Option/SAR Exercises in Last Fiscal Year, and FY-End Option/SAR Values
---------------------------------------------------------------------------------
Number of Securities
Underlying Unexercised Value of Unexercised
Options/SARs at In-The-Money Options/SARs
Shares Acquired Value FY-End (#) at FY-End ($)
Name on Exercise (#) Realized($)(1) Exercisable/Unexercisable Exercisable/Unexercisable(2)
---- --------------- -------------- ------------------------- ----------------------------
<S> <C> <C> <C> <C>
Larry Schugart 2,000 $10,250 60,033/ 0 $454,022 / $0
</TABLE>
--------------------
(1) Calculated by using the market value on the date of exercise, April 27,
2000,(equal to market closing price of $15.125) minus the $10.00 exercise
price.
(2) Calculated by using the market value at fiscal 2000 year-end (equal to
market closing price of $18.25) minus the $10.00 exercise price and
excluding 5,000 out-of-the-money options.
--------------------------------------------------------------------------------
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 2000 fiscal year. The Board of Directors intends to renew the
Company's arrangement with Regier Carr & Monroe, L.L.P. for the 2001 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 2001 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.
The Company's 2000 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.
11
<PAGE>
--------------------------------------------------------------------------------
STOCKHOLDER PROPOSALS
--------------------------------------------------------------------------------
In order to be considered for inclusion in the Company's proxy
materials for the annual meeting of stockholders for the fiscal year ending
September 30, 2001, all stockholder proposals must be received at the Company's
executive office at Central and Spruce, Dodge City, Kansas 67801 no later than
August 17, 2001. In addition, stockholder proposals must meet other applicable
criteria as set forth in the Company's bylaws in order to be considered eligible
for inclusion in the Company's proxy materials.
Under the Company's bylaws, stockholder proposals that are not included
in the Company's proxy statement for the fiscal year ending September 30, 2001,
will only be considered at the annual meeting to be held in 2002 if the
stockholder submits notice of the proposal to the Company at the above address
by November 18, 2001. In addition, stockholder proposals must meet other
applicable criteria as set forth in the Company's bylaws in order to be
considered at the 2002 annual meeting.
--------------------------------------------------------------------------------
FORM 10-K
--------------------------------------------------------------------------------
A copy of the Company's annual report on Form 10-K for the fiscal year
ended September 30, 2000 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, 2000
12
<PAGE>
Appendix
LANDMARK BANCSHARES, INC.
Audit Committee Charter
Adopted: May 17, 2000
---------------------
The Audit Committee ("the Committee"), of the Board of Directors ("the Board")
of Landmark Bancshares, Inc. ("the Company"), will have the oversight
responsibility, authority and specific duties as described below.
COMPOSITION
The Committee will be comprised of three or more directors as determined by the
Board. The members of the Committee will meet the independence and experience
requirements of the National Association of Securities Dealers, Inc (NASD). The
members of the Committee will be elected annually at the organizational meeting
of the full Board held in January and will be listed in the annual report to
shareholders. One of the members of the Committee will be elected Committee
Chair by the Board.
RESPONSIBILITY
The Committee is a part of the Board. Its primary function is to assist the
Board in fulfilling its oversight responsibilities with respect to (i) the
annual information to be provided to shareholders and the Securities and
Exchange Commission (SEC); (ii) the system of internal controls that management
has established; and (iii) the internal and external audit process. In addition,
the Committee provides an avenue for communication between internal audit, the
independent accountants, financial management and the Board. The Committee
should have a clear understanding with the independent accountants that they
must maintain an open and transparent relationship with the Committee, and that
the ultimate accountability of the independent accountants is to the Board and
the Committee. The Committee will make regular reports to the Board concerning
its activities.
While the Audit Committee has the responsibilities and powers set forth in this
Charter, it is not the duty of the Audit Committee to plan or conduct audits or
to determine that the Company's financial statements are complete and accurate
and are in accordance with generally accepted accounting principles. This is the
responsibility of management and the independent auditor. Nor is it the duty of
the Audit Committee to conduct investigations, to resolve disagreements, if any,
between management and the independent auditor or to assure compliance with laws
and regulations and the Company's business conduct guidelines.
AUTHORITY
Subject to the prior approval of the Board, the Committee is granted the
authority to investigate any matter or activity involving financial accounting
and financial reporting, as well as the internal controls of the Company. In
that regard, the Committee will have the authority to approve the retention of
external professionals to render advice and counsel in such matters. All
employees will be directed to cooperate with respect thereto as requested by
members of the Committee.
1
<PAGE>
MEETINGS
The Committee is to meet at least four times annually and as many additional
times as the Committee deems necessary. Content of the agenda for each meeting
should be cleared by the Committee Chair. The Committee is to meet in separate
executive sessions with the chief financial officer, independent accountants and
internal audit at least once each year and at other times when considered
appropriate.
ATTENDANCE
Committee members will strive to be present at all meetings. As necessary or
desirable, the Committee Chair may request that members of management and
representatives of the independent accountants and internal audit be present at
Committee meetings.
SPECIFIC DUTIES
In carrying out its oversight responsibilities, the Committee will:
1. Review and reassess the adequacy of this charter annually and recommend any
proposed changes to the Board for approval. This should be done in
compliance with applicable NASD Audit Committee Requirements.
2. Review with the Company's management, internal audit and independent
accountants the Company's accounting and financial reporting controls.
Obtain annually in writing from the independent accountants their letter as
to any noted deficiencies in internal controls.
3. Review with the Company's management, internal audit and independent
accountants significant accounting and reporting principles, practices and
procedures applied by the Company in preparing its financial statements.
Discuss with the independent accountants their judgements about the
quality, not just the acceptability, of the Company's accounting principles
used in financial reporting.
4. Review the scope of internal audit's work plan for the year and receive a
summary report of major findings by internal auditors and how management is
addressing the conditions reported.
5. Review the scope and general extent of the independent accountants' annual
audit. The Committee's review should include an explanation from the
independent accountants of the factors considered by the accountants in
determining the audit scope, including the major risk factors. The
independent accountants should confirm to the Committee that no limitations
have been placed on the scope or nature of their audit procedures. The
Committee will review annually with management the fee arrangement with the
independent accountants.
6. Inquire as to the independence of the independent accountants and obtain
from the independent accountants, at least annually, a formal written
statement delineating all relationships between the independent accountants
and the Company as contemplated
2
<PAGE>
by Independence Standards Board Standard No. 1, Independence Discussions
with Audit Committees.
7. Have a predetermined arrangement with the independent accountants that they
will advise the Committee through its Chair and management of the Company
of any matters identified through procedures followed for interim quarterly
financial statements, and that such notification as required under
standards for communication with Audit Committees is to be made prior to
the related press release or, if not practicable, prior to filing Forms
10-Q. Also receive a written confirmation provided by the independent
accountants at the end of each of the first three quarters of the year that
they have nothing to report to the Committee, if that is the case, or the
written enumeration of required reporting issues.
8. At the completion of the annual audit, review with management, internal
audit and the independent accountants the following:
o The annual financial statements and related footnotes and financial
information to be included in the Company's annual report to
shareholders and on Form 10-K.
o Results of the audit of the financial statements and the related
report thereon and, if applicable, a report on changes during the year
in accounting principles and their application.
o Significant changes to the audit plan, if any, and any serious
disputes or difficulties with management encountered during the audit.
Inquire about the cooperation received by the independent accountants
during their audit, including access to all requested records, data
and information. Inquire of the independent accountants whether there
have been any disagreements with management which, if not
satisfactorily resolved, would have caused them to issue a nonstandard
report on the Company's financial statements.
o Other communications as required to be communicated by the independent
accountants by Statement of Auditing Standards (SAS) 61 as amended by
SAS 90 relating to the conduct of the audit. Further, receive a
written communication provided by the independent accountants
concerning their judgment about the quality of the Company's
accounting principles, as outlined in SAS 61 as amended by SAS 90, and
that they concur with management's representation concerning audit
adjustments.
If deemed appropriate after such review and discussion, recommend to the
Board that the financial statements be included in the Company's annual
report on Form 10-K.
9. After preparation by management and review by internal audit and
independent accountants, approve the report required under SEC rules to be
included in the Company's annual proxy statement. The charter is to be
published as an appendix to the proxy statement every three years.
3
<PAGE>
10. Discuss with the independent accountants the quality of the Company's
financial and accounting personnel. Also, elicit the comments of management
regarding the responsiveness of the independent accountants to the
Company's needs.
11. Meet with management, internal audit and the independent accountants to
discuss any relevant significant recommendations that the independent
accountants may have, particularly those characterized as 'material' or
'serious'. Typically, such recommendations will be presented by the
independent accountants in the form of a Letter of Comments and
Recommendations to the Committee. The Committee should review responses of
management to the Letter of Comments and Recommendations from the
independent accountants and receive follow-up reports on action taken
concerning the aforementioned recommendations.
12. Recommend to the Board the selection, retention or termination of the
Company's independent accountants.
13. Review the appointment and replacement of the senior internal audit
executive.
14. Review with management, internal audit and the independent accountants the
methods used to establish and monitor the Company's policies with respect
to unethical or illegal activities by Company employees that may have a
material impact on the financial statements.
15. Generally as part of the review of the annual financial statements, receive
an oral report(s), at least annually, from the Company's general counsel
concerning legal and regulatory matters that may have a material impact on
the financial statements.
16. As the Committee may deem appropriate, obtain, weigh and consider expert
advice as to Audit Committee related rules of the NASD, Statements on
Auditing Standards and other accounting, legal and regulatory provisions.
4
<PAGE>
--------------------------------------------------------------------------------
LANDMARK BANCSHARES, INC.
--------------------------------------------------------------------------------
ANNUAL MEETING OF STOCKHOLDERS
JANUARY 17, 2001
--------------------------------------------------------------------------------
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 2001 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 17, 2001, 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
nominees listed (except as marked [_] [_]
to the contrary below):
Larry L. Schugart
Jim W. Lewis
INSTRUCTIONS: To withhold your vote for either nominee, write that nominee's
name on the line 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, 2001. |_| |_| |_|
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" both of the above listed
propositions.
--------------------------------------------------------------------------------
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS
PROXY WILL BE VOTED FOR BOTH 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, 2000.
Please check here if you
Dated: |_| 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.
--------------------------------------------------------------------------------
