Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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 Rule 14a-11(c) or Rule 14a-12
SOUTHERN MISSOURI BANCORP, INC .
______________________________________________
(Name of Registrant as Specified in Its Charter)
SOUTHERN MISSOURI BANCORP, INC.
__________________________________________
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[X] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(j)(2).
[ ] $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:
N/A
___________________________________________________________________________
(2) Aggregate number of securities to which transactions applies:
N/A
___________________________________________________________________________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
N/A
___________________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
N/A
___________________________________________________________________________
[ ] 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:
N/A
___________________________________________________________________________
(2) Form, schedule or registration statement no.:
N/A
___________________________________________________________________________
(3) Filing party:
N/A
___________________________________________________________________________
(4) Date filed:
N/A
___________________________________________________________________________
<PAGE>
<PAGE>
October 4, 1996
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders of
Southern Missouri Bancorp, Inc. to be held at the Greater Poplar Bluff Area
Chamber of Commerce Building, 1111 West Pine, Poplar Bluff, Missouri, on
Monday, October 28, 1996, at 9:00 a.m., Central Time.
The attached Notice of the Annual Meeting and Proxy Statement describes
the formal business to be transacted at the meeting. During the meeting, we
will also report on the operations of the Corporation, including its principal
subsidiary, Southern Missouri Savings Bank, FSB. Directors and officers of
the Corporation, as well as a representative of Kraft, Miles & Tatum, the
Corporation's independent auditors, will be present to respond to any
appropriate questions stockholders may have.
To ensure proper representation of your shares at the Annual Meeting,
please sign, date and return the enclosed proxy card in the enclosed
postage-prepaid envelope as soon as possible even if you currently plan to
attend the meeting. This will not prevent you from voting in person, but will
assure that your vote is counted if you are unable to attend the meeting.
Sincerely,
/s/Donald R. Crandell
Donald R. Crandell
President and Chief
Executive Officer
PAGE
<PAGE>
SOUTHERN MISSOURI BANCORP, INC.
531 VINE STREET
POPLAR BLUFF, MISSOURI 63901
(573) 785-1421
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON OCTOBER 28, 1996
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders
("Meeting") of Southern Missouri Bancorp, Inc. ("Corporation") will be held at
Greater Poplar Bluff Area Chamber of Commerce Building, 1111 West Pine Street,
Poplar Bluff, Missouri, on Monday, October 28, 1996, at 9:00 a.m., Central
Time.
A Proxy Card and a Proxy Statement for the Meeting are enclosed.
The Meeting is for the purpose of considering and acting upon:
1. The election of two directors of the Corporation; and
2. Such other matters as may properly come before the Meeting or
any adjournments thereof.
NOTE: The Board of Directors is not aware of any other business to come
before the Meeting.
Any action may be taken on any one of the foregoing proposals at the
Meeting on the date specified above, or on any date or dates to which, by
original or later adjournment, the Meeting may be adjourned. Pursuant to the
Corporation's Bylaws, the Board of Directors has fixed the close of business
on September 30, 1996 as the record date for the determination of the
stockholders entitled to vote at the Meeting and any adjournments thereof.
You are requested to complete and sign the enclosed form of Proxy which
is solicited by the Board of Directors and to mail it promptly in the enclosed
envelope. The Proxy will not be used if you attend the Meeting and vote in
person.
BY ORDER OF THE BOARD OF DIRECTORS
/s/Samuel H. Smith
SAMUEL H. SMITH
SECRETARY
Poplar Bluff, Missouri
October 4, 1996
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE CORPORATION THE
EXPENSE OF FURTHER REQUESTS FOR PROXIES IN ORDER TO INSURE A QUORUM. A
SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS
REQUIRED IF MAILED IN THE UNITED STATES.
PAGE
<PAGE>
PROXY STATEMENT
OF
SOUTHERN MISSOURI BANCORP, INC.
531 VINE STREET
POPLAR BLUFF, MISSOURI 63901
(573) 785-1421
ANNUAL MEETING OF STOCKHOLDERS
OCTOBER 28, 1996
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Southern Missouri Bancorp, Inc.
("Corporation") to be used at the Annual Meeting of Stockholders of the
Corporation ("Meeting"). The Meeting will be held at the Greater Poplar Bluff
Area Chamber of Commerce Building, 1111 West Pine Street, Poplar Bluff,
Missouri, on Monday, October 28, 1996, at 9:00 a.m., Central Time. The
accompanying Notice of Meeting and this Proxy Statement are being first mailed
to stockholders on or about October 4, 1996. Southern Missouri Savings Bank,
FSB, a wholly owned subsidiary of the Corporation, is referred to herein as
"Southern Missouri" or the "Savings Bank."
VOTING AND PROXY PROCEDURE
Stockholders of record as of the close of business on September 30, 1996
are entitled to one vote for each share of common stock ("Common Stock") of
the Corporation then held. As of September 30, 1996, the Corporation had
1,803,201 shares of Common Stock issued and outstanding. The presence, in
person or by proxy, of at least a majority of the total number of outstanding
shares of Common Stock entitled to vote is necessary to constitute a quorum at
the Annual Meeting. Abstentions will be counted as shares present and
entitled to vote at the Annual Meeting for purposes of determining the
existence of a quorum. Broker non-votes will not be considered shares present
for purposes of determining a quorum.
The Board of Directors solicits proxies so that each stockholder has the
opportunity to vote on the proposals to be considered at the Annual Meeting.
When a proxy card is returned properly signed and dated, the shares
represented thereby will be voted in accordance with the instructions on the
proxy card. Where no instructions are indicated, proxies will be voted FOR
the nominees for directors set forth below. If a stockholder attends the
Annual Meeting, he or she may vote by ballot.
If a stockholder does not return a signed proxy card or does not attend
the Annual Meeting and vote in person, his or her shares will not be voted.
Stockholders who execute proxies retain the right to revoke them at any
time. Proxies may be revoked by written notice delivered in person or mailed
to the Secretary of the Corporation or by filing a later proxy prior to a vote
being taken on a particular proposal at the Annual Meeting. Attendance at the
Annual Meeting will not automatically revoke a proxy, but a stockholder in
attendance may request a ballot and vote in person, thereby revoking a prior
granted proxy.
If a stockholder is a participant in the Southern Missouri Savings Bank,
FSB Employee Stock Ownership Plan (the "ESOP"), the proxy card represents a
voting instruction to the trustees of the ESOP as to the number of shares in
the participant's plan account. Each participant in the ESOP may direct the
trustees as to the manner in which shares of Common Stock allocated to the
participant's plan account are to be voted. Unallocated shares of Common
Stock held by the ESOP and allocated shares for which no voting instructions
are received will be voted by the trustees in the same proportion as shares
for which the trustees have received voting instructions.
PAGE
<PAGE>
The two directors to be elected at the Annual Meeting will be elected by
a plurality of the votes cast by stockholders present in person or by proxy
and entitled to vote. Stockholders are not permitted to cumulate their votes
for the election of directors. With respect to the election of directors,
votes may be cast for or withheld from each nominee. Votes that are withheld
and broker non-votes will have no effect on the outcome of the election
because directors will be elected by a plurality of votes cast.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Persons and groups beneficially owning in excess of 5% of the Common
Stock are required to file certain reports disclosing such ownership pursuant
to the Securities Exchange Act of 1934, as amended ("Exchange Act"). Based
upon such reports the following table sets forth, as of September 30, 1996,
certain information as to those persons who were beneficial owners of more
than 5% of the outstanding shares of Common Stock and as to the shares of
Common Stock beneficially owned by all officers and directors of the
Corporation as a group. Management knows of no persons other than those set
forth below who owned more than 5% of the outstanding shares of Common Stock
at September 30, 1996.
Name and Amount and Nature Percent of
Address of of Beneficial Common Stock
Beneficial Owner Ownership (1) Outstanding
Southern Missouri Savings Bank
Employee Stock
Ownership Plan Trust 142,830 7.92%
All Officers and
Directors as a
Group (9 persons) 314,153 17.42%
____________________
(1) In accordance with Rule 13d-3 under the Exchange Act, a person is deemed
to be the beneficial owner, for purposes of this table, of any shares of
Common Stock if he or she has voting and/or investment power with respect to
such security. The table includes shares owned by spouses, other immediate
family members in trust, shares held in retirement accounts or funds for the
benefit of the named individuals, and other forms of ownership, over which
shares the persons named in the table may possess voting and/or investment
power. Shares held in accounts under the Savings Bank's ESOP, as to which the
holders have voting power but not investment power, are also included as
follows: Mr. Crandell, 7,568 shares; all executive officers and directors as
a group, 13,741 shares. This table also includes shares of Common Stock
subject to outstanding options exercisable within 60 days from September 30,
1996, pursuant to the 1994 Stock Option Plan ("Option Plan") and unvested
shares of restricted Common Stock awarded pursuant to the Savings Bank's
Management Recognition and Development Plans ("MRDPs") established in
connection with the Conversion. See "EXECUTIVE COMPENSATION."
SUPERVISORY AGREEMENT
On December 21, 1994, the Savings Bank voluntarily entered into a
Supervisory Agreement with the Office of Thrift Supervision ("OTS"), its
primary federal regulator. The Supervisory Agreement generally concerns the
Savings Bank's investment portfolio and, specifically, focuses on the
reporting, monitoring and assessment of interest rate risk in connection with
the Savings Bank's portfolio of collateralized mortgage obligations ("CMOs").
As part of the Supervisory Agreement, the
-2-
<PAGE>
<PAGE>
Savings Bank hired a Chief Financial Officer to augment the Savings Bank's
expertise and facilitate compliance with regard to the reporting, monitoring
and assessment of interest rate risk in connection with the Savings Bank's CMO
portfolio. In addition, the Savings Bank revised its Investment Policy to
conform more closely to the OTS's policy on securities activities and the
Savings Bank's Board of Directors has implemented additional procedures to
review the Savings Bank's investment activities and monitor its interest rate
risk management. The Supervisory Agreement will remain in effect until it is
terminated by the OTS.
PROPOSAL I - ELECTION OF DIRECTORS
The Corporation's Board of Directors consists of six members. The
Corporation's Bylaws provide that directors are elected for terms of three
years, one-third of whom are elected annually. Two directors will be elected
at the Meeting to serve for a three year period, or until their respective
successors have been elected and qualified. The Nominating Committee has
nominated for election as directors Robert A. Seifert and James W. Tatum. The
nominees are current members of the Boards of Directors of the Corporation and
the Savings Bank. Each director of the Corporation is also a director of the
Savings Bank.
If any 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 knows of no reason why any
nominee might be unavailable to serve.
The following table sets forth as to each nominee and director continuing
in office, his name, age, the year he first became a director, and the number
of shares of Common Stock beneficially owned at September 30, 1996. Unless
otherwise indicated, the principal occupation listed for each person below has
been his occupation for the past five years.
Shares of
Common Stock
Year Beneficially
First Owned at
Elected/ Year September Percent
Principal Appointed Term 30, of
Name Age(1) Occupation(2) Director(2) Expires 1996(3) Class
_________ ______ _____________ ___________ _______ _______ _______
BOARD NOMINEES
Robert A. 75 Chairman and Director 1960 1999(5) 34,277 1.90%
Seifert(4) of the Corporation and
Director of the Savings
Bank. Mr. Seifert is
retired. Prior to his
retirement, he was the
Butler County Recorder
of Deeds in Poplar Bluff.
James W. 70 Retired. Prior to 1983 1999(5) 44,277 2.46
Tatum his retirement, member
and a Partner of Kraft,
Miles & Tatum, CPAs, an
accounting firm, for
over 40 years.
(table continued on following page)
-3-
<PAGE>
<PAGE>
Shares of
Common Stock
Year Beneficially
First Owned at
Elected/ Year September Percent
Principal Appointed Term 30, of
Name Age(1) Occupation(2) Director(2) Expires 1996(3) Class
_________ ______ _____________ ___________ _______ _______ _______
DIRECTORS CONTINUING IN OFFICE
Donald R. 62 President and Chief 1985 1997 81,488 4.52%
Crandell Executive Officer of
the Corporation and
President and Chief
Executive Officer
of Southern Missouri.
Samuel H. 58 President, Chief 1988 1997 44,277 2.46
Smith Executive Officer
and majority
stockholder of S.H.
Smith and Company,
Inc., an engineering
consulting firm, in
Poplar Bluff, Missouri.
Leonard W. 77 Retired. Official 1961 1998 44,277 2.46
Ehlers Court Reporter of the
36th Judicial Circuit
and owner of Ehlers
Reporting Service
for over 39 years.
Chairman of the
Savings Bank's Board
of Directors.
Thadis R. 77 Retired, former 1971 1998 24,277 1.34
Seifert(4) Executive Vice
President of Southern
Missouri.
_____________
(1) At June 30, 1996.
(2) Includes prior service on the Board of Directors of the Savings Bank.
(3) In accordance with Rule 13d-3 under the Exchange Act, a person is
deemed to be the beneficial owner, for purposes of this table, of any
shares of Common Stock if he has shared voting and/or investment power
with respect to such security. Includes shares owned by spouses,
other immediate family members in trust, shares held in retirement
accounts or funds for the benefit of the named individuals, and other
forms of ownership, over which shares the named persons possess voting
and investment power. This table also includes shares of Common Stock
subject to outstanding options exercisable within 60 days from
September 30, 1996, pursuant to the Option Plan, and unvested shares
awarded pursuant to the Savings Bank's MRDPs.
(4) Robert A. Seifert and Thadis R. Seifert are brothers.
(5) Assuming re-election at the Meeting.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Boards of Directors of the Corporation and Savings Bank conduct their
business through meetings and committees of the Boards. The Board of
Directors of the Corporation and the Savings Bank meets monthly and has
additional special meetings as needed. During the fiscal year ended June 30,
1996, the Board of Directors of the Corporation held 15 meetings and the Board
of Directors of Southern Missouri held 16 meetings. No director of the
Corporation or Southern Missouri attended
-4-
<PAGE>
<PAGE>
fewer than 75% of the total meetings of the Boards and committee meetings on
which such Board member served during this period.
The Board of Directors of the Savings Bank has standing Executive, Audit,
Personnel and Nominating Committees, among others.
The Board of Directors of the Corporation has an Executive Committee
which consists of Messrs. Crandell, Ehlers and Seifert. The Executive
Committee meets for the purpose of acting as a long range planning committee
of the Corporation and to take any and all actions they deem necessary or
appropriate between regular meetings of the Board. This Committee met one
time during fiscal 1996.
The Audit Committee consists of Messrs. Tatum (Chairman), Thadis R.
Seifert and Smith. This Committee meets for the purpose of reviewing the
audit procedures at the Corporation, and the report and performance of the
Corporation's independent auditing firm, and to take such other actions and
responsibilities as shall from time to time be deemed necessary or
appropriate. This Committee met six times during fiscal 1996.
The Personnel Committee consists of Messrs. Thadis R. Seifert (Chairman),
Smith and Robert A. Seifert. This Committee meets on an as-needed basis to
review promotions and to interview staff at the officer level. This Committee
met twice during fiscal 1996.
In connection with the Annual Meeting and selection of the management
nominees for election as directors, Article II, Section 14 of the
Corporation's Bylaws provides that the Board of Directors of the Corporation
shall act as a nominating committee for selecting the management nominees for
election as directors. Such section of the Bylaws also provides as follows:
"... no nominations for directors except those made by the nominating
committee shall be voted upon at the annual meeting unless other nominations
by stockholders are made in writing and delivered to the secretary of the
Corporation in accordance with the provisions of the Corporation's Certificate
of Incorporation." Article II, Section 15 further provides that any new
business to be taken up at the annual meeting shall be stated in writing and
filed with the secretary of the Corporation in accordance with the provisions
of the Corporation's Certificate of Incorporation. Article XI of the
Certificate of Incorporation provides that written notice of a stockholder's
intent to make a nomination or present new business at the meeting
("stockholder notice") must be given not less than 30 days nor more than 60
days prior to any such meeting; provided, however, that if less than 31 days'
notice of the meeting is given to stockholders by the Corporation, a
stockholder notice shall be delivered or mailed, as prescribed, to the
Secretary of the Corporation not later than the close of the tenth day
following the day on which notice of the meeting was mailed to stockholders.
If properly made, such nominations shall be considered by stockholders at such
meeting. The Board of Directors of the Corporation met once in its capacity
as the nominating committee during the fiscal year ended June 30, 1996.
DIRECTORS' COMPENSATION
Members of the Board of Directors of the Savings Bank currently receive a
fee of $800 per month. Additionally, the members of the Board of Directors of
SMS Financial Services, Inc., the Savings Bank's wholly-owned subsidiary,
receive a fee of $200 per month. Members of the Board of Directors of the
Corporation currently receive a fee of $800 per month. Total fees paid to
directors of the Savings Bank, SMS Financial Services, Inc. and the
Corporation during the fiscal year ended June 30, 1996 were $105,800.
-5-
<PAGE>
<PAGE>
Directors' Retirement Agreements
Effective April 13, 1994, the Savings Bank entered into individual
retirement agreements with its current outside directors in recognition of
their past service to the Savings Bank and to ensure their continued service
on the Board. Each agreement provides that, following a director's
termination of service on the Board on or after age 60, other than termination
for cause, the director will receive five annual payments equal to the product
of the cash fees paid to the director during the calendar year preceding his
retirement and the director's vested percentage. The vested percentage is
determined as follows: 50 percent after five years of service, 75 percent
after 10 years of service, and 100 percent after 15 years of service. The
benefits payable under the director's retirement agreements are an unfunded
and unsecured obligation of the Savings Bank that is payable solely out of the
general assets of the Savings Bank.
EXECUTIVE COMPENSATION
Summary Compensation Table
The following information is furnished for the Chief Executive Officer of
the Corporation. No other executive officer of the Corporation or the Savings
Bank received salary and bonuses in excess of $100,000 during the year ended
June 30, 1996.
SUMMARY COMPENSATION TABLE(1)
_____________________________________________________________________
Long-Term
Compensation
Annual Compensation Awards
______________________________________ __________________
Other Re- All
Annual stricted Other
Name and Compen- Stock Compen-
Principal Salary Bonus sation Award(s) Options sation
Position Year ($)(2) ($) ($)(3) ($)(4) (#) ($)(5)
__________ ____ ______ _____ ______ ______ _______ ______
Donald R.
Crandell 1996 $116,391 $ -- -- $ -- -- $ --
President
and Chief 1995 114,555 4,425 -- -- -- --
Executive
Officer 1994 108,506 4,664 -- 171,390 26,781 19,748
___________
(1) All compensation, including fringe benefits, are paid by the Savings
Bank.
(2) Includes directors' fees of $6,600, $6,000 and $6,300 for the fiscal
years 1994, 1995 and 1996, respectively.
(3) Does not include perquisites which did not exceed $50,000 or 10% of
salary and bonus.
(footnotes continued on following page)
-6-
<PAGE>
<PAGE>
(4) Represents the total value of the MDRP awards at the date of grant on
April 13, 1994. At June 30, 1996, the value of the unvested MDRP
awards for Mr. Crandell was $102,834. Dividends may be paid on
restricted stock subject to the discretion of the MDRP Committee.
(5) Does not include amounts payable to Mr. Crandell pursuant to an
employment agreement in event of a "change in control" of the
Corporation. See "-- Employment Agreement."
Option Exercise/Value Table
The following information with respect to options exercisable during the
fiscal year ended June 30, 1996 and remaining unexercised at the end of the
fiscal year, is presented for the Chief Executive Officer.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION VALUES
_________________________________________________________________________
Value of
Number of Unexercised
Unexercised In-the-Money
Shares Options at Options at
Acquired FY-End(#) FY-End ($)
on Value
Exercise Realized Exercisable/ Exercisable/
Name (#) ($) Unexercisable Unexercisable
__________________ ________ ________ _____________ _____________
Donald R. Crandell -- -- 26,781/-0- $110,472/-0-
Compensation Committee Interlocks and Insider Participation. There are
no interlocks or insider participation with respect to the Compensation
Committee of the Board of Directors of the Corporation.
Employment Agreement. In connection with the Conversion, on April 13,
1994, the Corporation and the Savings Bank entered into a three-year
employment agreement with Donald R. Crandell. The agreement provides that Mr.
Crandell's salary will be paid by the Savings Bank and may be increased at the
discretion of the Board of Directors or an authorized committee of the Board.
The current salary level for Mr. Crandell is $116,391. On each anniversary of
the commencement date of the agreement, the term of the agreement may be
extended by action of the Board of Directors for an additional year unless a
notice of termination of the agreement is given by Mr. Crandell. The
agreement is terminable by the Savings Bank for just cause at any time or in
certain events specified by Office of Thrift Supervision ("OTS") regulations.
The employment agreement provides for severance payments and other benefits in
the event of involuntary termination of employment in connection with any
change in control of the Savings Bank and the Corporation. Severance payments
also will be provided on a similar basis in connection with a voluntary
termination of employment where, subsequent to a change in control, Mr.
Crandell is assigned duties inconsistent with his position, duties,
responsibilities and status immediately prior to such change in control. The
term "change in control" is defined in the agreement as, among other things,
any time during the period of employment when a change of control is deemed to
have occurred under regulations of the OTS or a change in the composition of
more than a majority of the Board of Directors of the Corporation occurs.
-7-
<PAGE>
<PAGE>
The severance payment pursuant to the agreement will equal 2.99 times Mr.
Crandell's average annual compensation during the preceding five years. Such
amount will be paid within ten business days following the termination of
employment. Based upon the current salary level for Mr. Crandell, the
aggregate payment that would be payable under the terms of the agreement if a
change in control occurred in 1996 is approximately $329,000. Section 280G of
the Internal Revenue Code of 1986, as amended ("Code"), states that severance
payments which equal or exceed three times the base compensation of the
individual are deemed to be "excess parachute payments" if they are contingent
upon a change in control. Individuals receiving excess parachute payments are
subject to a 20% excise tax on the amount of such excess payments, and the
Savings Bank and the Corporation are not entitled to deduct the amount of such
excess payments.
The agreement restricts Mr. Crandell's right to compete against the
Savings Bank and the Corporation for a period of one year from the date of
termination of the agreement if he voluntarily terminates his employment,
except in the event of a change in control, or if the Savings Bank or the
Corporation terminate his employment for cause.
TRANSACTIONS WITH MANAGEMENT
Mr. Tatum, a member of the Board of Directors of the Savings Bank, was a
partner in the firm of Kraft, Miles & Tatum from 1954 until December 31, 1989.
Subsequent to Mr. Tatum's retirement as a partner, Kraft, Miles & Tatum began
serving as the Savings Bank's accountants on June 30, 1991.
The Savings Bank, like many financial institutions, has followed the
policy of granting loans to its officers, directors and employees on the
security of their primary residences and also makes consumer loans to such
persons. The Savings Bank has never granted loans to directors and executive
officers on preferred terms. In accordance with the requirements of
applicable law, loans to executive officers and directors of the Savings Bank
are made on substantially the same terms, including interest rates, fees and
collateral, as those prevailing at the time for comparable transactions with
other persons, and in the opinion of management do not involve more than the
normal risk of collectability or present other unfavorable features. At June
30, 1996, loans to directors and executive officers totalled $338,712.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Exchange Act requires certain officers of the
Corporation and its directors, and persons who beneficially own more than 10%
of any registered class of the Corporation's Common Stock, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
and the Corporation.
Based solely on a review of the reports and written representations
provided to the Corporation by the above referenced persons, the Corporation
believes that during fiscal 1996 all filing requirements applicable to its
reporting officers, directors and greater than 10% beneficial owners were
complied with on a proper and timely basis.
AUDITORS
The Board of Directors has renewed the Corporation's arrangements with
Kraft, Miles & Tatum, independent public accountants, to be its auditors for
the 1997 fiscal year. A representative of Kraft, Miles & Tatum is expected to
be present at the Meeting to respond to appropriate questions of stockholders,
and will have the opportunity to make a statement if he desires.
-8-
<PAGE>
<PAGE>
OTHER MATTERS
The Board of Directors of the Corporation is not aware of any business to
come before the Meeting other than those matters described above in this Proxy
Statement. However, if any other matters should properly come before the
Meeting, it is intended that proxies in the accompanying form will be voted in
respect thereof in accordance with the judgment of the person or persons
voting the proxies.
FINANCIAL STATEMENTS
The cost of solicitation of proxies will be borne by the Corporation. In
addition to solicitations by mail, directors, officers and regular employees
of the Corporation may solicit proxies personally or by telegraph or telephone
without additional compensation.
The Corporation's Annual Report to Stockholders, including financial
statements, has been mailed to all stockholders of record as of the close of
business on September 30, 1996. Any stockholder who has not received a copy
of such Annual Report may obtain a copy by writing to the Secretary of the
Corporation. The Annual Report is not to be treated as part of the proxy
solicitation material or as having been incorporated herein by reference.
STOCKHOLDER PROPOSALS
In order to be eligible for inclusion in the Corporation's proxy
materials for next year's Annual Meeting of Stockholders, any stockholder
proposal to take action at such meeting must be received at the Corporation's
main office at 531 Vine Street, Poplar Bluff, Missouri, no later than June 7,
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/Samuel H. Smith
SAMUEL H. SMITH
SECRETARY
Poplar Bluff, Missouri
October 4, 1996
FORM 10-KSB
A COPY OF THE FORM 10-KSB AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
WILL BE FURNISHED WITHOUT CHARGE TO STOCKHOLDERS AS OF THE RECORD DATE UPON
WRITTEN REQUEST TO SAMUEL H. SMITH, SECRETARY, SOUTHERN MISSOURI BANCORP,
INC., 531 VINE STREET, POPLAR BLUFF, MISSOURI 63901.
-9-
<PAGE>
<PAGE>
REVOCABLE PROXY
SOUTHERN MISSOURI BANCORP, INC.
ANNUAL MEETING OF STOCKHOLDERS
OCTOBER 28, 1996
The undersigned hereby appoints Leonard W. Ehlers, Thadis R. Seifert and
Samuel H. Smith as the official Proxy Committee of the Board of Directors with
full powers of substitution, as attorneys and proxies for the undersigned, to
vote all shares of common stock of Southern Missouri Bancorp, Inc. which the
undersigned is entitled to vote at the Annual Meeting of Stockholders, to be
held at the Greater Poplar Bluff Area Chamber of Commerce Building, 1111 West
Pine, Poplar Bluff, Missouri, on Monday, October 28, 1996, at 9:00 a.m.,
Central Time, and at any and all adjournments thereof, as follows:
VOTE
FOR WITHHELD
1. The election as directors of
all nominees listed below
(except as marked to the
contrary below). [ ] [ ]
Robert A. Seifert
James W. Tatum
INSTRUCTION: To withhold your vote
for any individual nominee, write
that nominee's name on the line below.
The Board of Directors recommends a vote "FOR" the above proposal.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED,
THIS PROXY WILL BE VOTED FOR THE PROPOSITION STATED. IF ANY OTHER BUSINESS IS
PRESENTED AT SUCH MEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED IN THIS
PROXY IN THEIR BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD OF DIRECTORS
KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE MEETING.
<PAGE>
<PAGE>
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Should the undersigned be present and elect to vote at the Annual Meeting
or at any adjournment thereof and after notification to the Secretary of the
Corporation at the Meeting of the stockholder's decision to terminate this
proxy, then the power of said attorneys and proxies shall be deemed terminated
and of no further force and effect.
The undersigned acknowledges receipt from the Corporation prior to the
execution of this proxy of notice of the Meeting, a proxy statement dated
October 4, 1996 and the 1996 Annual Report to Stockholders.
Dated: ______________, 1996
_________________________ __________________________
PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER
_________________________ __________________________
SIGNATURE OF STOCKHOLDER SIGNATURE OF STOCKHOLDER
Please sign exactly as your name appears on this proxy card. 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.
<PAGE>
