<PAGE>
<PAGE>
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
[X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Subsection 240.14a-11(c) or
Subsection 240.14a-12
[ ] Confidential, For use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
FIRST MISSOURI BANCSHARES, INC.
- ----------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
- ----------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(i)(2) or Item 22(a)(2) of Schedule 14A. (NO FEE NOW
REQUIRED)
[ ] $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11.
1. Title of each class of securities to which
transaction applies:
_________________________________________________________________
2. Aggregate number of securities to which transaction
applies:
_________________________________________________________________
3. Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule 0-11 (set
forth the amount on which the filing fee is calculated and state
how it was determined):
_________________________________________________________________
4. Proposed maximum aggregate value of transaction:
_________________________________________________________________
5. Total fee paid:
_________________________________________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule
and the date of its filing.
1. Amount Previously Paid:
____________________________________________
2. Form, Schedule or Registration Statement No.:
____________________________________________
3. Filing Party:
____________________________________________
4. Date Filed:
____________________________________________<PAGE>
<PAGE>
December 20, 1996
Dear Fellow Stockholder:
We invite you to attend the 1997 Annual Meeting of
Stockholders of First Missouri Bancshares, Inc. to be held at the
main office of First Missouri National Bank, 300 West Lockling,
Brookfield, Missouri on Tuesday, January 21, 1997 at 1:00 p.m.,
local time.
The accompanying notice and proxy statement describe the
formal business to be transacted at the Annual Meeting. Also
enclosed is an Annual Report to Stockholders for the 1996 fiscal
year. Directors and officers of the Company as well as
representatives of GRA Thompson, White & Co., P.C., the Company's
independent auditors for the 1996 fiscal year, will be available
to respond to any questions the stockholders may have.
You are cordially invited to attend the Annual Meeting.
REGARDLESS OF WHETHER YOU PLAN TO ATTEND, WE URGE YOU TO SIGN,
DATE AND RETURN THE ENCLOSED PROXY CARD AS SOON AS POSSIBLE EVEN
IF YOU CURRENTLY PLAN TO ATTEND THE ANNUAL MEETING. This will
not prevent you from voting in person but will assure that your
vote is counted if you are unable to attend the meeting.
Sincerely,
/s/ Gerald W. Elson
Gerald W. Elson
Chairman of the Board and
Chief Executive Officer
<PAGE>
<PAGE>
_________________________________________________________________
FIRST MISSOURI BANCSHARES, INC.
300 West Lockling
Brookfield, Missouri 64628
(816) 258-3311
_________________________________________________________________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on January 21, 1997
_________________________________________________________________
NOTICE IS HEREBY GIVEN that the Annual Meeting of
Stockholders ("Annual Meeting") of First Missouri Bancshares,
Inc. (the "Company"), will be held at the main office of First
Missouri National Bank, 300 West Lockling, Brookfield, Missouri
at 1:00 p.m., local time, on Tuesday, January 21, 1997.
A Proxy Card and a Proxy Statement for the Annual Meeting
are enclosed.
The Annual Meeting is for the purpose of considering and
acting upon:
1. The election of three directors; and
2. The transaction of such other matters as may properly
come before the Annual Meeting or any adjournments
thereof.
Note: The Board of Directors is not aware of any other
business to come before the Annual Meeting.
Any action may be taken on any one of the foregoing pro-
posals at the Annual Meeting on the date specified above or on
any date or dates to which, by original or later adjournment, the
Annual Meeting may be adjourned. Stockholders of record at the
close of business on December 13, 1996, are the stockholders
entitled to vote at the Annual Meeting and any adjournments
thereof.
You are requested to fill in and sign the enclosed Proxy
Card which is solicited by the Board of Directors and to mail it
promptly in the enclosed envelope. The Proxy Card will not be
used if you attend and vote at the Annual Meeting in person.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Harry J. Holderieath
Harry J. Holderieath
Secretary
Brookfield, Missouri
December 20, 1996
_________________________________________________________________
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY
THE EXPENSE OF FURTHER REQUESTS FOR PROXIES IN ORDER TO INSURE A
QUORUM. A SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR
CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED
STATES.
_________________________________________________________________
<PAGE>
<PAGE>
_________________________________________________________________
PROXY STATEMENT
OF
FIRST MISSOURI BANCSHARES, INC.
300 West Lockling
Brookfield, Missouri 64628
ANNUAL MEETING OF STOCKHOLDERS
January 21, 1997
_________________________________________________________________
_________________________________________________________________
General
_________________________________________________________________
This Proxy Statement is furnished in connection with the
solicitation of proxies by the Board of Directors of First
Missouri Bancshares, Inc. (the "Company") to be used at the 1997
Annual Meeting of Stockholders of the Company (the "Annual
Meeting") which will be held at the main office of First Missouri
National Bank ("First Missouri" or the "Bank"), 300 West
Lockling, Brookfield, Missouri on Tuesday, January 21, 1997, at
1:00 p.m., local time. The accompanying Notice of Annual Meeting
and form of proxy and this Proxy Statement are being first mailed
to stockholders on or about December 20, 1996.
_________________________________________________________________
Voting and Revocability of Proxies
_________________________________________________________________
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. 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
with respect to matters incident to the conduct of the Annual
Meeting. If any other business is presented at the Annual
Meeting, proxies will be voted by those named therein in
accordance with the determination of a majority of the Board of
Directors. Proxies marked as abstentions will not be counted as
votes cast. In addition, shares held in street name which have
been designated by brokers on proxy cards as not voted will not
be counted as votes cast. Proxies marked as abstentions or as
broker nonvotes, however, will be treated as shares present for
purposes of determining whether a quorum is present.
Stockholders who execute proxies retain the right to revoke
them at any time. Unless so revoked, the shares represented by
properly executed proxies will be voted at the Annual Meeting and
all adjournments thereof. Proxies may be revoked by written
notice to the Secretary of the Company at the address above or
the filing of a later dated proxy prior to the closing of the
polls at the Annual Meeting. A proxy will not be voted if a
stockholder attends the Annual Meeting and votes in person. The
presence of a stockholder alone at the Annual Meeting will not
revoke such stockholder's proxy.
_________________________________________________________________
Voting Securities and Principal Holders Thereof
_________________________________________________________________
The securities entitled to vote at the Annual Meeting
consist of the Company's common stock, par value $.01 per share
(the "Common Stock"). Stockholders of record as of the close of
business on December 13, 1996 (the "Record Date"), are entitled
to one vote for each share of Common Stock then held. As of the
Record Date, there were 290,038 shares of Common Stock issued and
outstanding.<PAGE>
<PAGE>
Persons and groups beneficially owning more than 5% of the
Common Stock are required to file certain reports with respect to
such ownership pursuant to the Securities Exchange Act of 1934,
as amended (the "Exchange Act"). The following table sets forth,
as of the Record Date, certain information as to the Common Stock
beneficially owned by any person or group of persons who is known
to the Company to be the beneficial owner of more than 5% of the
Company's Common Stock and by all directors and executive
officers as a group. Other than as disclosed below, management
knows of no person who beneficially owned more than 5% of the
Common Stock at the Record Date.
<TABLE>
<CAPTION>
AMOUNT AND PERCENT OF
NATURE OF SHARES OF
NAME AND ADDRESS BENEFICIAL COMMON STOCK
OF BENEFICIAL OWNERS OWNERSHIP(1) OUTSTANDING(2)
- -------------------- ------------ ------------
<S> <C> <C>
Gerald W. Elson
124 Lomax Street
Brookfield, Missouri 64628 22,271 (3) 7.68%
First Missouri Bancshares, Inc.
Employee Stock Ownership Plan and Trust
300 West Lockling
P.O. Box 190
Brookfield, Missouri 64628-2305 25,043 (4) 8.63%
Mortgage Investment Trust Corporation
5250 West 94th Terrace
Prairie Village, Kansas 66207 26,930 9.28%
All Directors and Executive Officers
of the Company as a Group (8 persons) 121,571 (5) 39.32%
<FN>
_____________
(1) In accordance with Rule 13d-3 under the Exchange Act, a
person is deemed to be the beneficial owner, for purposes of
this table, of any shares of the Common Stock if he or she
has or shares voting or investment power with respect to
such security, or has a right to acquire beneficial
ownership at any time within 60 days from the Record Date.
As used herein, "voting power" is the power to vote or
direct the voting of shares and "investment power" is the
power to dispose or direct the disposition of shares.
Except as otherwise noted, ownership is direct and the named
individuals and group exercise sole voting and investment
power over the shares of the Common Stock.
(2) In calculating the percentage ownership of each named
individual and the group, the number of shares outstanding
includes any shares of the Common Stock which the individual
or the group has the right to acquire within 60 days of
the Record Date.
(3) Includes 10,000 shares held in Mr. Elson's individual
retirement account ("IRA"). Includes one share which Mr.
Elson has the right to acquire pursuant to options which are
exercisable within 60 days of the Record Date. Excludes
2,404 shares of restricted stock held by the Company's
Management Recognition Plans (the "MRPs") for the benefit of
Mr. Elson which are voted as directed by the Board of
Directors. Includes 1,305 shares allocated to Mr. Elson's
account in the Company's Employee Stock Ownership Plan (the
"ESOP"), the voting of which Mr. Elson has the power to
direct.
(4) The ESOP has purchased 25,043 shares of the Common Stock for
the exclusive benefit of participating employees with
borrowed funds of which 10,258 shares have been allocated to
the accounts of participants. Unallocated shares are held
in a suspense account for allocation among participants as
the loan is repaid. The ESOP trustee votes all allocated
shares in accordance with the instructions of the
participating employees. Unallocated shares and allocated
shares for which no voting directions are received are voted
by the ESOP trustee in proportion to the voting of all
allocated shares. Directors Bunten, Devoy, Hope and Pitts
act collectively as the ESOP trustee.
(5) Includes certain shares owned by spouses, or as custodian or
trustee for minor children, over which shares all directors
and executive officers as a group effectively exercise sole
or shared voting and investment power, unless otherwise
indicated. Includes options to purchase 19,136 shares
exercisable by certain executive officers and directors
within 60 days of the Record Date. Includes 7,517 shares of
restricted stock held by the MRPs for the benefit of
directors and executive officers. Includes 6,045 shares
allocated to the accounts of certain executive officers and
directors under the ESOP, over which they have sole voting
power. Does not include 14,785 unallocated shares of the
Common Stock held by the ESOP, the voting of which shares is
directed by the ESOP trustee in proportion to the voting of
allocated shares.
</FN>
</TABLE>
2
<PAGE>
_________________________________________________________________
PROPOSAL I -- ELECTION OF DIRECTORS
_________________________________________________________________
The Company's Board of Directors is currently composed of
seven members. Under the Company's Certificate of Incorporation,
the Board of Directors is divided into three classes, as nearly
equal in number as possible, with the members of each class to
serve for a term of three years and until their successors are
elected and qualified. At the 1997 Annual Meeting, three
directors will be elected for terms to expire at the Annual
Meeting to be held in the year 2000. The Board of Directors has
nominated Mark L. Smith, Carl E. Bunten and Thomas E. Pitts, each
of whom is currently a director, to serve for three years and
until their successors have been elected and qualified. Under
the Delaware General Corporation Law, directors are elected by a
plurality of the votes cast.
It is intended that the persons named in the proxies
solicited by the Board of Directors will vote for the election of
the named nominees. If any nominee is unable to serve, the
shares represented by all properly executed proxies which have
not been revoked will be voted for the election of such
substitute as the Board of Directors may recommend or the size of
the Board of Directors may be reduced to eliminate the vacancy.
At this time, the Board knows of no reason why any nominee might
be unavailable to serve.
The following table sets forth, for each nominee and
continuing director, his name, age as of the Record Date, the
year he first became a director of the Company's principal
subsidiary, the Bank (or its predecessor, First Missouri Federal
Savings and Loan Association (the "Association")), the expiration
of his current term as a director of the Company, and the number
and percentage of shares of Common Stock beneficially owned at
the Record Date. Except for Messrs. Smith and Rogers, who were
first appointed to the Board in 1995, each director was initially
appointed as a director of the Company in March 1994 in
connection with the incorporation and organization of the
Company. Each director of the Company is also a member of the
Board of Directors of the Bank.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ELECTION AS
DIRECTORS OF ALL OF THE NOMINEES LISTED BELOW.
<TABLE>
<CAPTION>
Current Percent
Director Term Beneficial of
Name Age Since to Expire Ownership (1) Class (2)
- ---- --- -------- --------- ------------- ---------
<S> <C> <C> <C> <C> <C>
BOARD NOMINEES FOR TERMS TO EXPIRE IN 2000
Carl E. Bunten 49 1984 1997 12,755 4.36%
Thomas E. Pitts 47 1981 1997 12,755 4.36
Mark L. Smith 39 1995 1997 16,608 (3) 5.63
DIRECTORS CONTINUING IN OFFICE
Donald D. Hope 70 1985 1998 10,755 3.68
Paul W. Rogers 32 1995 1998 16,376 (4) 5.57
Robert Devoy 70 1966 1999 12,755 (5) 4.40
Gerald W. Elson 74 1962 1999 22,271 (6) 7.68
</TABLE>
3<PAGE>
<PAGE>
_____________
(1) For the definition of beneficial ownership, see footnote 1
to the table in "Voting Securities and Principal Holders
Thereof." Unless otherwise indicated, ownership is direct
and the named individual exercises sole voting and
investment power over the shares listed as beneficially
owned by such person. The beneficial ownership figures for
Messrs. Bunten, Pitts and Hope each include 2,505 shares
which they have right to acquire pursuant to the exercise of
options and each exclude 376 shares of restricted stock held
for their benefit by the Company's MRPs. The beneficial
ownership figures for Messrs. Bunten, Pitts, Hope and Devoy
do not include shares held by the ESOP for which they act as
trustee as to which shares they disclaim beneficial
ownership.
(2) In calculating the percentage ownership of each named
individual, the number of shares outstanding includes any
shares of the Common Stock which the individual has the
right to acquire within 60 days of the Record Date.
(3) Includes 4,708 shares which Mr. Smith has the right to
acquire pursuant to options exercisable within 60 days of
the Record Date. Excludes 1,503 shares of restricted stock
held by the MRPs for the benefit of Mr. Smith which are
voted as directed by the Board of Directors. Includes 1,998
shares allocated to Mr. Smith's account in the ESOP, the
voting of which he has the power to direct.
(4) Includes 3,756 shares which Mr. Rogers has the right to
acquire pursuant to options exercisable within 60 days of
the Record Date. Excludes 1,003 shares of restricted stock
held by the MRPs for the benefit of Mr. Rogers which are
voted as directed by the Board of Directors. Includes 1,420
shares held in Mr. Rogers' account in the ESOP, the voting
of which he has the power to direct.
(5) Excludes 376 shares of restricted stock held by the
Company's MRPs for the benefit of Mr. Devoy which are voted
as directed by the Board of Directors.
(6) Includes 10,000 shares held in Mr. Elson's IRA. Includes
one share which Mr. Elson has the right to acquire pursuant
to options which are exercisable within 60 days of the
Record Date. Excludes 2,404 shares of restricted stock held
by the Company's MRPs for the benefit of Mr. Elson which are
voted as directed by the Board of Directors. Includes 1,305
shares held in Mr. Elson's account in the Company's ESOP,
the voting of which Mr. Elson has the power to direct.
The principal occupation of each nominee for director and
each continuing director of the Company for the last five years
is set forth below.
CARL E. BUNTEN has been regional representative for the
National Federation of Independent Business since February 1996.
He previously was an industrial equipment sales representative
with Industrial Equipment Co. of Chillicothe, Missouri. He is a
member of the Knights of Columbus, the Brookfield High School
Booster Club, Brookfield Country Club and the Elks.
THOMAS E. PITTS is self-employed as a dentist. He is a
member (and Past President) of the Lions Club. He is also a
member of the Chamber of Commerce and the Brookfield High School
Booster Club and is active as a youth basketball and football
coach.
MARK L. SMITH is currently President and Chief Operating
Officer of First Missouri, a position he assumed upon joining the
Bank in October 1992. Prior to joining First Missouri, Mr. Smith
was employed as Vice President of Lending and Business
Development at First State Bank, Britt, Iowa. He previously has
been self-employed as an agricultural business consultant and
insurance agent, and served as President and Chief Executive
Officer of a state bank in Missouri for five years. He also
previously was Vice President and Cashier of a national bank in
Iowa for three years, an agricultural loan officer with a
national bank for two years and a loan officer with the Farm
Credit System for two years. Mr. Smith is currently serving as
President of the Brookfield Community Development Committee, is a
member of the Brookfield Lions Club and serves on the Missouri
Independent Bankers Association Board of Directors.
DONALD D. HOPE currently owns and operates a jewelry and
watch repair business and is a member of the Brookfield Area
Chamber of Commerce Community Improvement Association, and the
Brookfield Homestead Housing Advisory Committee.
4
<PAGE>
<PAGE>
PAUL W. ROGERS joined the Bank in 1991 as a Loan Officer and
became Vice President of Lending Activities in 1991. From May
1987 to August 1991, Mr. Rogers was employed as an Agricultural
Loan Representative for the Dickinson Financial Corporation in
Chillicothe, Missouri. He is a member of the Brookfield Rotary
Club and President of the Brookfield Parks and Recreation Board.
ROBERT DEVOY recently retired as a Circuit Judge for the
State of Missouri, a position he has held since 1983. He is a
member of the Circuit Court Budget Committee, Circuit Boundaries
Committee, the Knights of Columbus, the Brookfield Rotary Club
and the Brookfield Elks Club.
GERALD W. ELSON currently serves as Chairman and Chief
Executive Officer of First Missouri and has held that position
since 1962. Mr. Elson also owns The Gerry Elson Agency, an
insurance agency in Brookfield, Missouri. He is a past member of
the Boards of Directors of the Brookfield Area Economic
Development Council and the Green Hills Economic Development
Council. He is also a member of the Brookfield Chamber of
Commerce.
Executive Officers Who Are Not Directors
HARRY J. HOLDERIEATH, 47, serves as Secretary and Treasurer
of the Company. He joined the Bank in 1985 and currently serves
as its Vice President and Cashier. Mr. Holderieath began as
Operations Manager in 1985, became a member of the Bank's loan
committee in 1986, and assumed his current position as Vice
President in 1987. From 1988 through 1991, Mr. Holderieath also
served as an agricultural real estate and chattel appraiser for
the Bank.
________________________________________________________________
Meetings and Committees of the Board of Directors
________________________________________________________________
The Company's Board of Directors conducts its business
through meetings of the Board. The Board of Directors of the
Company generally holds regular monthly meetings and holds
special meetings as needed. During the year ended September 30,
1996, the Board met nine times. No director attended fewer than
75% in the aggregate of the total number of Board meetings of the
Company or the Bank held while he was a member during the year
ended September 30, 1996 and the total number of meetings held by
committees on which he served during such fiscal year.
The full Board of Directors acts in the capacity of an Audit
Committee and meets at least annually to review and approve the
independent audit report of the immediately preceding fiscal
year. In this capacity, the Board of Directors met once during
fiscal year 1996.
The full Board of Directors acts in the capacity of a
Compensation Committee and met once during fiscal year 1996 in
such capacity.
The Company does not have a standing nominating committee.
The Board of Directors acts in such capacity or otherwise
appoints a committee. During fiscal year 1996, the Board of
Directors met once as a nominating committee. While the Board of
Directors will consider nominees recommended by stockholders, it
has not actively solicited recommendations from the Company's
stockholders for nominees nor, subject to the procedural
requirements set forth in the Company's Certificate of
Incorporation and Bylaws, established any procedure for this
purpose.
________________________________________________________________
Directors' Compensation
________________________________________________________________
The members of the Board of Directors of the Company do not
receive a fee in their capacity as such. However, they do
receive fees in their separate capacities as directors of First
Missouri. During fiscal year 1996, each director of First
Missouri received a fee of $200 per meeting. Total directors'
fees paid to the directors of First Missouri for the fiscal year
ended September 30, 1996 were approximately $16,800. Directors
are also eligible to
5<PAGE>
<PAGE>
receive non-incentive stock options under the Company's stock
option plan and awards of restricted stock under one of the
Company's two management recognition plans.
1994 Stock Option and Incentive Plan. Under the Company's
1994 Stock Option and Incentive Plan, each director of the
Company or First Missouri who was not an employee on the date of
First Missouri's conversion to stock form (the "Conversion")
received a one-time grant of stock options in the form of non-
incentive stock options ("Non-ISOs") to purchase 2,504 shares of
Common Stock, at an exercise price per share ($10.00) equal to
the initial offering price of the Common Stock. In addition,
each non-employee director who joins the Board of Directors of
the Company or an affiliate (including First Missouri) after the
date of the Conversion will receive, on the date of joining the
Board, Non-ISOs to purchase 626 shares of Common Stock at an
exercise price per share equal to the fair market value of a
share of the Common Stock on the date of grant. In addition, the
committee administering the Plan has the discretion to grant
options to non-employee directors who are not members of such
committee. Options granted to non-employee directors may be
exercised at any time and from time to time prior to their
expiration. These options have a term of ten years, and they
expire one year after death or termination of service on the
Board for any reason.
Management Recognition Plans. Under the Company's
Management Recognition Plans ("MRPs"), each director of the
Company or First Missouri who was not an employee on the date of
the Conversion received a one-time award of 626 shares of Common
Stock as restricted stock under the Company's MRPs, subject to
the terms and conditions described therein. In addition, each
non-employee director who joins the Board of Directors of the
Company or of First Missouri subsequent to the date of the
Conversion will receive a one-time award of 501 shares of
restricted stock.
_________________________________________________________________
EXECUTIVE COMPENSATION AND OTHER BENEFITS
_________________________________________________________________
SUMMARY COMPENSATION TABLE
The following table sets forth the cash and noncash
compensation awarded to or earned by the Chief Executive Officer
of the Company for services rendered in all capacities to the
Company and its subsidiary thereafter during the last three
fiscal years. No executive officer of the Company received a
total salary and bonus in fiscal years 1996, 1995 or 1994 that
exceeded $100,000 for services rendered in all capacities to the
Company and its subsidiaries.
<TABLE>
<CAPTION>
Long-Term
Compensation Awards
Annual Compensation -----------------------
Name and ------------------------------- Restricted Securities All
Principal Other Annual Stock Underlying Other
Position Year Salary Bonus Compensation(1) Award(s) Options Compensation(2)
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Gerald W. Elson 1996 $28,696 $4,800 $ -- $ -- -- $2,400
Chief Executive 1995 28,008 4,750 -- -- -- 2,100
Officer 1994 27,777 2,950 13,220 41,062 (3) 8,765 (4) 2,100
<FN>
____________
(1) Represents amounts paid to Mr. Elson for the payment of
taxes upon his election to be taxed as of the date of grant
of restricted stock under the MRPs. Does not include the
value of perquisites and other personal benefits which in
the aggregate did not exceed $50,000 or 10% of total annual
salary and bonus.
(2) Represents directors' fees.
(3) Awarded under the Company's MRPs as of April 8, 1994 (i.e.,
the date of the Conversion), subject to stockholder
approval, which was subsequently received in July 1994.
Amount reflects price of $10.25 per share as of June 17,
1994, the first reported sale following the Conversion. MRP
shares vest at the rate of 20% per annum from the date of
grant. Upon vesting, Mr. Elson is entitled to receive an
amount equal to any cash dividends paid with respect to the
restricted stock from the date of the original award. As of
September 30, 1996, Mr. Elson held 1,602 shares of
restricted stock with an aggregate value of $26,833 based on
the most recent sale price of the Common Stock on that date.
(4) Awarded under the Company's 1994 Stock Option and Incentive
Plan as of April 8, 1994 (i.e., the date of the Conversion),
subject to stockholder approval, which was subsequently
received in July 1994. Each option has an exercise price of
$10.00 per share, which was the offering price of the Common
Stock in the Conversion.
</FN>
</TABLE>
6<PAGE>
<PAGE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-
END OPTION VALUES
The following table sets forth each exercise of stock
options during fiscal year 1996 by the Company's Chief Executive
Officer and the fiscal year-end value of unexercised in-the-money
options.
<TABLE>
<CAPTION>
Value of Securities
Number of Securities Underlying Unexercised
Underlying Unexercised In-the-Money
Shares Options at Fiscal Year End Options at Fiscal End (2)
Acquired on Value --------------------------- --------------------------
Name Exercise Realized(1) Exercisable Unexercisable Exercisable Unexercisable
- ---- ----------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Gerald W. Elson 5,842 $39,433 1 -- $6.75 $ --
<FN>
___________
(1) Value realized equals the difference between the fair market value of the
shares acquired less the aggregate exercise price of the option.
(2) Based on the aggregate fair market value of the shares of Common Stock
underlying the options at September 30, 1996 less the aggregate exercise
price. For purposes of this calculation, the fair market value per share
of the Common Stock at fiscal year end is assumed to be equal to the last
sale reported during the fiscal year ($16.75 per share). Unexercised
options are considered "in-the-money" if the exercise price is less than
fair market value of the underlying Common Stock. All options granted to
the named executive officer are currently in the money.
</FN>
</TABLE>
EMPLOYMENT AGREEMENTS
The Company and First Missouri have each entered into
separate employment agreements (the "Employment Agreements") with
Gerald W. Elson as Chairman of the Board and Chief Executive
Officer of the Company and First Missouri and three other persons
who also serve as officers of the Company and First Missouri
(collectively, the "Executives"). The Employment Agreements
became effective upon consummation of the Conversion on April 8,
1994 and have terms of three years. On each anniversary date
from the date of commencement of each Employment Agreement, the
term of employment may be extended for an additional one-year
period beyond the then effective expiration date, upon a
determination by the Board of Directors of the Company or the
Bank, as the case may be, that the performance of the Executive
has met the required standards and that such Employment Agreement
should be extended. The Employment Agreements provide for
inclusion of the Executives in any discretionary bonus plans,
retirement and medical plans, customary fringe benefits and
vacation and sick leave. All the Employment Agreements of First
Missouri provide the Executives with a salary review by the Board
of Directors not less often than annually. Rather than providing
a base salary, the Company's Employment Agreements guarantee the
performance of First Missouri's obligations under its Employment
Agreements with the Executives. In the event an Executive
prevails over the Company and First Missouri in a legal dispute
as to the Employment Agreement, the Executive will be reimbursed
for legal and certain other expenses.
Each Employment Agreement will terminate upon an Executive's
death or disability, and is terminable for "just cause" as
defined in the Employment Agreement. In the event of termination
for just cause, no severance benefits are payable to the
Executive. If the Company or First Missouri terminates an
Executive without just cause, the Executive will be entitled to a
continuation of his salary and benefits from the date of
termination through the remaining term of the Employment
Agreement, plus an additional 12-month period; provided that (i)
the salary continuation and severance benefits payable by First
Missouri shall not exceed three times the Executive's five-year
annual compensation or cause First Missouri to fail to meet any
of its regulatory capital requirements, and (ii) the salary
continuation and severance payments payable by the Company shall
not exceed three times the Executive's total compensation for the
most recent calendar year. The Company may not make such
payments (or those described in the next paragraph) if (i) the
Office of the Comptroller of the Currency prohibits such payment
by First Missouri and the Federal Reserve Bank of Kansas City has
not authorized such payments, or (ii) the amount payable would
cause First Missouri to fail to meet any of its regulatory
capital requirements. If an Employment Agreement
7<PAGE>
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is terminated due to an Executive's "disability" (as defined in
the Employment Agreement), the Executive will be entitled to a
continuation of his salary and benefits for up to the date of his
termination. In the event of an Executive's death during the
term of the Employment Agreement, his estate will be entitled to
receive his salary through the last day of the calendar month in
which his death occurs. Severance benefits payable to the
Executive will be paid in a lump sum or in installments, as he
elects. The Executive is able to voluntarily terminate his
Employment Agreement by providing 60 days' written notice to the
Board of Directors of First Missouri and the Company, in which
case the Employee is entitled to receive only his compensation,
vested rights and benefits up to the date of termination.
Each Employment Agreement also contains provisions stating
that in the event of the Executive's involuntary termination of
employment in connection with, or within one year after, any
change in control of the Company, other than for "just cause,"
the Executive will be paid within 10 days of such termination an
amount equal to the difference between (i) 2.99 times his "base
amount," as defined in Section 280G(b)(3) of the Internal Revenue
Code of 1986, as amended (the "Code"), and (ii) the sum of any
other parachute payments, as defined under Section 280G(b)(2) of
the Code, that the Executive receives on account of the change in
control. Such payment would be reduced under certain
circumstances described in the previous paragraph. "Change in
control" generally refers to the acquisition, by any person or
entity, of the ownership or power to vote more than 25% of the
Company's voting stock, the control of the election of a majority
of the Company's directors, or the exercise of a controlling
influence over the management or policies of the Company. In
addition, under each Employment Agreement, a change in control
occurs when, during any consecutive two-year period, directors of
the Company at the beginning of such period cease to constitute
two-thirds vote of the initial directors then in office. Each
Employment Agreement also provides for a similar lump sum payment
to be made in the event of the Executive's voluntary termination
of employment within one year following a change in control, upon
the occurrence, or within 90 days thereafter, of certain
specified events following the change in control, which have not
been consented to in writing by the Executive, including (i) the
requirement that the Executive to perform his principal executive
functions more than 35 miles from First Missouri's current
primary office, (ii) a reduction in the Executive's base
compensation as then in effect, (iii) the failure of the Company
or First Missouri to maintain existing or substantially similar
employee benefits plans, including material vacation, fringe
benefits, stock option and retirement plans, (iv) the assignment
to the Executive of duties and responsibilities which are other
than those normally associated with his position with First
Missouri, (v) a material reduction in the Executive's authority
and responsibility, and (vi) failure to re-elect the Executive to
the Company's or First Missouri's Board of Directors, if he is
serving on the Board on the date of the change in control. The
aggregate payments that would be made to Mr. Elson assuming
termination of employment under the foregoing circumstances at
September 30, 1996, would have been approximately $87,000. These
provisions may have an anti-takeover effect by making it more
expensive for a potential acquiror to obtain control of the
Company.
________________________________________________________________
TRANSACTIONS WITH MANAGEMENT
________________________________________________________________
First Missouri offers loans to its directors, officers and
employees. All loans currently outstanding to directors and
executive officers of the Company were made in the ordinary
course of business on substantially the same terms, including
interest rates and collateral as those prevailing at the time for
comparable transactions and did not involve more than the normal
risk of collectibility or present other unfavorable features.
During the year ended September 30, 1996, First Missouri
borrowers paid approximately $25,287 in premiums to Professional
Land Title Company, a title insurance company in which Messrs.
Elson and Devoy are directors and stockholders, for title
insurance policies issued in connection with real estate loans
made by First Missouri.
8<PAGE>
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________________________________________________________________
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
________________________________________________________________
GRA Thompson, White & Co., P.C. served as the Company's
independent public accountants for the last fiscal year and the
Board of Directors has appointed GRA Thompson, White & Co., P.C.
to serve as the Company's independent public accountants for the
current fiscal year. A representative of GRA Thompson, White &
Co., P.C. is expected to attend the Annual Meeting, will have an
opportunity to make a statement if he desires to do so, and will
be available to respond to appropriate questions from
stockholders.
Michael Trokey & Company, P.C. served as the Company's
independent auditors for the 1995 fiscal year. On March 19,
1996, the Board of Directors terminated the services of Michael
Trokey & Company, P.C. In connection with their audit of the
fiscal years ended September 30, 1995, there were no
disagreements with Michael Trokey & Company, P.C. on any matter
of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure which, if not resolved
to the satisfaction of Michael Trokey & Company, P.C., would have
caused them to make reference to the subject of such disagreement
in connection with their reports. In addition, during this
period there was no adverse opinion or disclaimer of opinion or
any opinion qualified or modified as to uncertainty, audit scope
or accounting principles.
_________________________________________________________________
OTHER MATTERS
_________________________________________________________________
The Board of Directors is not aware of any business to come
before the Annual Meeting other than those matters described
above in this Proxy Statement and matters incident to the conduct
of the Annual Meeting. However, if any other matters should pro-
perly come before the Annual Meeting, it is intended that proxies
in the accompanying form will be voted in respect thereof in
accordance with the determination of a majority of the Board of
Directors.
_________________________________________________________________
MISCELLANEOUS
________________________________________________________________
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 materials 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 1996 Annual Report to Stockholders, including
financial statements, accompanies this Proxy Statement, which 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 such Annual Report may obtain a copy by
writing to the Secretary of the Company. Such Annual Report is
not to be treated as a part of the proxy solicitation material or
as having been incorporated herein by reference. A COPY OF THE
COMPANY'S ANNUAL REPORT ON FORM 10-KSB FOR THE FISCAL YEAR ENDED
SEPTEMBER 30, 1996 AS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION WILL BE FURNISHED WITHOUT CHARGE TO STOCKHOLDERS AS OF
THE RECORD DATE UPON WRITTEN REQUEST TO: HARRY J. HOLDERIEATH,
SECRETARY-TREASURER, FIRST MISSOURI BANCSHARES, INC., 300 WEST
LOCKING, BROOKFIELD, MISSOURI 64628.
9<PAGE>
<PAGE>
_________________________________________________________________
STOCKHOLDER PROPOSALS
_________________________________________________________________
In order to be eligible for inclusion in the Company's proxy
materials 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 office at 300 West Lockling,
Brookfield, Missouri 64628 no later than August 23, 1997. Any
such proposals shall be subject to the requirements of the proxy
rules adopted under the Exchange Act.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Harry J. Holderieath
Harry J. Holderieath
Secretary
Brookfield, Missouri
December 20, 1996
10<PAGE>
<PAGE>
REVOCABLE PROXY
FIRST MISSOURI BANCSHARES, INC.
------------------------------------------------------
ANNUAL MEETING OF STOCKHOLDERS
January 21, 1997
------------------------------------------------------
The undersigned hereby appoints Robert Devoy, Gerald W.
Elson and Paul W. Rogers with full powers of substitution to act,
as attorneys and proxies for the undersigned, to vote all shares
of Common Stock of First Missouri Bancshares, Inc. which the
undersigned is entitled to vote at the Annual Meeting of
Stockholders (the "Annual Meeting"), to be held at the main
office of First Missouri National Bank, 300 West Lockling,
Brookfield, Missouri on Tuesday, January 21, 1997 at 1:00 p.m.,
local time, and at any and all adjournments thereof, as indicated
below and in accordance with the determination of a majority of
the Board of Directors with respect to other matters which
properly come before the Annual Meeting.
VOTE FOR ALL
FOR WITHHELD EXCEPT
--- -------- -------
The election as directors of all the
nominees listed below (except as
marked to the contrary below). [ ] [ ] [ ]
Mark L. Smith
Carl E. Bunten
Thomas E. Pitts
INSTRUCTION: To withhold your vote for
any individual nominee, mark "FOR ALL EXCEPT"
and write that nominee's name on the line provided
below.
_________________________________________
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE NOMINEES
LISTED ABOVE.
_________________________________________________________________
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE
SPECIFIED, THIS PROXY WILL BE VOTED FOR EACH OF THE ABOVE
NOMINEES. IF ANY OTHER BUSINESS IS PROPERLY PRESENTED AT THE
ANNUAL MEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED IN THIS
PROXY IN ACCORDANCE WITH THE DETERMINATION OF A MAJORITY OF THE
BOARD OF DIRECTORS. AT THE PRESENT TIME, THE BOARD OF DIRECTORS
KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE ANNUAL MEETING.
THIS PROXY CONFERS DISCRETIONARY AUTHORITY ON THE HOLDERS THEREOF
TO VOTE WITH RESPECT TO THE ELECTION OF ANY PERSONS AS DIRECTORS
WHERE THE NOMINEES ARE UNABLE TO SERVE OR FOR GOOD CAUSE WILL NOT
SERVE AND MATTERS INCIDENT TO THE CONDUCT OF THE ANNUAL MEETING.
_________________________________________________________________
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THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Should the undersigned be present and elect to vote at the
Annual Meeting or at any adjournment thereof and after notifica-
tion to the Secretary of the Company at the Annual Meeting of the
stockholder's decision to terminate this proxy, then the power of
said attorneys and proxies shall be deemed terminated and of no
further force and effect. The undersigned hereby revokes any and
all proxies heretofore given with respect to the shares of Common
Stock held of record by the undersigned.
The undersigned acknowledges receipt from the Company prior
to the execution of this proxy of a Notice of Annual Meeting, the
Company's Proxy Statement for the Annual Meeting and an Annual
Report for the 1996 fiscal year.
Please be sure to sign and date this Proxy in the box below.
Date ___________________
__________________________ ______________________________
Stockholder sign above Co-holder (if any) sign above
_________________________________________________________________
Please sign exactly as your name appears hereon. When signing as
attorney, executor, administrator, trustee or guardian, please
give your full title. If shares are held jointly, each holder
should sign.
_________________________________________________________________
_________________________________________________________________
PLEASE ACT PROMPTLY, SIGN, DATE AND MAIL YOUR PROXY CARD TODAY.
_________________________________________________________________
