PERRY COUNTY FINANCIAL CORPORATION LETTERHEAD
14 North Jackson Street
Perryville, Missouri 63775
(573) 547-4581
December 22, 1997
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Dear Fellow Stockholder:
On behalf of the Board of Directors and management of Perry County
Financial Corporation (the "Company"), we cordially invite you to attend the
Annual Meeting of Stockholders of the Company. The meeting will be held at 9:30
a.m., Perryville, Missouri time, on January 21, 1998 at the Walnut Room,
American Legion Hall, located at 98 Grand Avenue, Perryville, Missouri.
An important aspect of the annual meeting process is the annual
stockholder vote on corporate business items. I urge you to exercise your
rights as a stockholder to vote and participate in this process. This year you
are asked to vote on the election of two directors and the ratification of the
appointment of Michael Trokey & Company, P.C. as the Company's auditors.
The Board has carefully considered each of these proposals and believes that
their approval will enhance the ability of the Company to recruit and retain
quality management. Accordingly, your Board of Directors unanimously recommends
that you vote for
each of the proposals.
We encourage you to attend the Meeting in person. Whether or not you plan
to attend, however, please read the enclosed Proxy Statement and then complete,
sign and date the enclosed proxy and return it in the accompanying postpaid
return envelope as promptly as possible. This will save the Company additional
expense in soliciting proxies and will ensure that your shares are represented
at the Meeting.
Your Board of Directors and management are committed to the continued
success of Perry County Financial Corporation and the enhancement of your
investment. As President and Chief Executive Officer, I want to express my
appreciation for your confidence and support.
Sincerely yours,
Leo J. Rozier
President and Chief Executive Officer
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PERRY COUNTY FINANCIAL CORPORATION
14 North Jackson Street
Perryville, Missouri 63775
(573) 547-4581
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be Held on January 21, 1998
Notice is hereby given that the Annual Meeting of Stockholders (the
"Meeting") of Perry County Financial Corporation (the "Company") will be held at
Walnut Room, American Legion Hall located at 98 Grand Avenue, Perryville,
Missouri, at 9:30 a.m., Perryville, Missouri time, on January 21, 1998.
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 Company; and
2. The ratification of the appointment of Michael Trokey & Company, P.C.
as auditors for the Company for the fiscal year ended September 30, 1998;
and 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 the Meeting may be
adjourned. Stockholders of record at the close of business on December 12,
1997,are 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 on behalf of the Board of Directors, and to mail it promptly in the
enclosed envelope. The Proxy will not be used if you attend and vote at the
Meeting in person.
By Order of the Board of Directors
Leo J. Rozier
President and Chief Executive Officer
Perryville, Missouri
December 22, 1997
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE
OF FURTHER REQUESTS FOR PROXIES TO ENSURE A QUORUM AT THE MEETING.
A SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE.
NO POSTAGE IS REQUIRED IF MAILED WITHIN THE UNITED STATES.
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PROXY STATEMENT
PERRY COUNTY FINANCIAL CORPORATION
14 North Jackson Street
Perryville, Missouri 63775
(573) 547-4581
ANNUAL MEETING OF STOCKHOLDERS
January 21, 1998
This Proxy Statement is furnished in connection with the solicitation on
behalf of the Board of Directors of Perry County Financial Corporation (the
"Company") of proxies to be used at the Annual Meeting of Stockholders of the
Company (the "Meeting") which will be held at Walnut Room, American Legion Hall
located at 98 Gand Avenue, Perryville, Missouri, on January 21, 1998 at 9:30
a.m., Perryville, Missouri time, and all adjournments of the Meeting. The
accompanying Notice of Meeting and this Proxy Statement are first being mailed
to stockholders on or about December 22, 1997. Certain of the information
provided herein relates to Perry County Savings Bank, FSB (the "Bank"), a wholly
owned subsidiary of the Company.
At the Meeting, stockholders of the Company are being asked to consider
and vote upon the election of two directors of the Company and a proposal to
ratify the appointment of Michael Trokey & Company, P.C. as the Company's
auditors for the fiscal year ending September 30, 1998.
Vote Required and Proxy Information
All shares of Company common stock ("Common Stock") represented at the
Meeting by properly executed proxies received prior to or at the Meeting, and
not revoked, will be voted at the Meeting in accordance with the instructions
thereon. If no instructions are indicated, properly executed proxies will be
voted for the nominees and the adoption of the proposals set forth in this Proxy
Statement. The Company does not know of any matters, other than as described in
the Notice of Meeting, that are to come before the Meeting. If any other
matters are properly presented at the Meeting for action, the persons named
in the enclosed form of proxy and acting thereunder will have the discretion
to vote on such matters in accordance with their best judgment.
Directors shall be elected by a plurality of the votes present in person
or represented by proxy at the Meeting and entitled to vote on the election of
directors. In all matters other than the election of directors, the affirmative
vote of the majority of the shares voting on the matter shall be the act of the
shareholders. Proxies marked to abstain with respect to a proposal have the
same effect as votes against the proposal. Broker non-votes have no effect on
the vote. One-third of the shares of the Company's Common Stock, present in
person or represented by proxy, shall constitute a quorum for purposes of the
Meeting. Abstentions and broker non-votes are counted for purposes of
determining a quorum.
A proxy given pursuant to the solicitation may be revoked at any time
before it is voted. Proxies may be revoked by: (i) filing with the Secretary of
the Company at or before the Meeting a written notice of revocation bearing a
later date than the proxy; (ii) duly executing a subsequent proxy relating to
the same shares and delivering it to the Secretary of the Company at or before
the Meeting; or (iii) attending the Meeting and voting in person (although
attendance at the Meeting will not in and of itself constitute revocation of a
proxy). Any written notice revoking a proxy should be delivered to James K.
Young, Acting Secretary, Perry County Financial Corporation, 14 North Jackson
Street, Perryville, Missouri 63775.
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Voting Securities and Principal Holders Thereof
Stockholders of record as of the close of business on December 12, 1997,
will be entitled to one vote for each share then held. As of that date, the
Company had 827,897 shares of Common Stock issued and outstanding. The
following table sets forth information regarding share ownership of: (i) those
persons or entities known by management to beneficially own more than five
percent of the Company's Common Stock, (ii) the Company's Chief Executive
Officer, and (iii) all directors and executive officers as a group.
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Beneficial Owner Shares Beneficially Owned Percent of Class
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Perry County Financial 67,959 8.21%
Corporation Employee Stock
Ownership Plan
14 North Jackson Street
Perryville, Missouri 63775(1)
Leo J. Rozier 68,075 8.22
President and Chief Executive
Officer
14 North Jackson Street
Perryville, Missouri 63775(2)
Jeffrey S. Halis 85,500 10.33
500 Park Avenue
Fifth Floor
New York, New York 10022(3)
First State Bancshares, Inc. 41,000 4.95
201 East Columbia Street
Farmington, Missouri 63640(4)
Directors and executive officers of 98,693 11.91
the Company and
the Bank as a group
(5 persons)(2)
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_______________________
(1)The amount reported represents shares held by the Employee Stock
Ownership Plan ("ESOP"), 13,237 of which were allocated to accounts
of participants. First Bankers Trust Co., N.A., Quincy, Illinois,
the trustee of the ESOP, may be deemed to beneficially own the
shares held by the ESOP which have not been allocated to the
accounts of participants. Pursuant to the terms of the ESOP,
participants have the right to direct the voting of shares
allocated to participant accounts.
(2)Includes shares held directly, as well as jointly with family
members, and shares held in retirement accounts in a fiduciary
capacity or by certain family members, with respect to which
shares the listed individual or group members may be deemed to
have sole voting and investment power.
(3)The above information is as reported on Schedule 13D dated
February 22, 1995.
(4)The above information is as reported on Schedule 13G dated
February 7, 1997, and does not include shares owned by affiliated
parties.
I. ELECTION OF DIRECTORS
General
The Company's Board of Directors is currently composed of five members,
each of whom is also a director of the Bank. Directors are generally elected to
serve for three-year terms or until their respective successors are elected and
qualified. The directors are divided into three classes, and approximately one-
third of the directors are elected annually.
The table below sets forth certain information, as of September 30, 1997,
regarding the composition of the Company's Board of Directors, including each
director's term of office. The entire Board of Directors acts as the nominating
committee and has recommended and approved the nominees identified in the
following table. It is intended
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that the proxies solicited on behalf of the Board
of Directors (other than proxies in which the vote is withheld as to a nominee)
will be voted at the Meeting FOR the election of the nominees identified below.
If a nominee is unable to serve, the shares represented by all valid proxies
will be voted for the election of such substitute nominee as the Board of
Directors may recommend. At this time, the Board of Directors knows of no
reason why the nominees may be unable to serve, if elected. Except as
disclosed herein, there are no arrangements or understandings between the
nominees and any other person pursuant to which the nominees were selected.
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Shares of
Common Stock Percent
Position(s) Held Director Term to Beneficially of
Name Age(1) In the Company Since(2) Expire Owned (3) Class
NOMINEE
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Leo J. Rozier 83 Chairman of the Board,
President and Chief
Executive Officer 1947 2001 68,075 8.22%
Stephen C.
Rozier 46 Director, Assistant Vice
President and Assistant
Secretary 1996 2001 3,183 .38
DIRECTORS CONTINUING IN OFFICE
James K. Young 75 Director, Secretary and
Acting Controller 1972 1999 5,896 .71
Milton A. Vogel 72 Director 1978 1999 7,396 .89
Thomas L. Hoeh 49 Director 1995 2000 14,143 1.71
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(1) At September 30, 1997.
(2) Includes service as a director of the Bank.
(3) Amounts include shares held directly and jointly with family members, as
well as shares which are held in retirement accounts, or held by certain
members of the named individuals' families, or held by trusts of which the
named individual is a trustee or substantial beneficiary, with respect to
which shares the respective directors may be deemed to have sole or
shared voting and/or investment power.
The principal occupation of each director of the Company is set forth
below. All directors have held their present position for at least five years
unless otherwise indicated.
Leo J. Rozier. Mr. Rozier serves as Chairman of the Board, President and
Chief Executive Officer for the Company, a position he has held since its
formation. Mr. Rozier has been associated with the Bank as its attorney since
1946 and was elected to the Board of Directors in 1947. Mr. Rozier served 4 1/2
years in the Missouri House of Representatives and 8 years in the Missouri State
Senate. He is a graduate of the University of Missouri Law School having
received a Juris Doctor Degree. He served as President of the State Historical
Society of Missouri and is now a permanent Trustee. Mr. Rozier is a retired
Colonel having served in the Infantry during World War II and subsequent
thereto in the Judge Advocate General Corps. He was a member of the Advisory
Committee for the Redevelopment Plan for Downtown Perryville, Missouri 1990.
Mr. Rozier is the father of Stephen C. Rozier, the Company's Director, Assistant
Vice President and Assistant Secretary.
Stephen C. Rozier. Mr. Rozier serves as the Company's Director of the
Company since September 1996, filling the vacancy caused by the untimely death
of Director Patricia E. Rozier. He is a 1974 graduate of Southeast Missouri
University, having received a B.S. degree in Secondary Education. After
teaching in the Hannibal and Ft. Zumwalt School District for six years, he
joined the Bank in 1980 and now serves as Assistant Vice President and Assistant
Secretary.
James K. Young. Mr. Young has served as a Director of the Company since
its formation and as a member of the Board of Directors of the Bank for 22
years. Mr. Young is retired and was a part Owner/Director of Young & Sons
Funeral Home located in Perryville, Missouri. He served on the Board of
Directors for the Conservation Federation of Missouri and also served as its
President and Vice President.
<PAGE> 3
Milton A. Vogel. Mr. Vogel is a retired Owner/Operator of the Lawrence &
Moore Automobile Agency located in Perryville, Missouri. Mr. Vogel has served
as a Director of the Company since its formation and of the Bank since 1978.
Thomas L. Hoeh. Mr. Hoeh has served as a Director of the Company since
June 1995. He is a graduate of the University of Missouri Law School having
received a Juris Doctor Degree. Since 1987, Mr. Hoeh has practiced law in Perry
County, Missouri, including serving as the County's Prosecuting Attorney.
Meetings and Committees of the Board of Directors
Meetings and Committees of the Company. Meetings of the Company's Board
of Directors are generally held on a monthly basis. The Board of Directors met
six times in fiscal 1997. During fiscal 1997, no incumbent director of the
Company attended fewer than 75% of the aggregate of the total number of Board
meetings and the total number of meetings held by the committees of the Board
of Directors on which he served. The Company's directors were not paid a fee
for serving on the Company's Board during fiscal 1997.
The Board of Directors of the Company has standing Stock Compensation,
Audit and Executive Committees.
The Stock Compensation Committee is responsible for administering the
Stock Option Plan and MRP. The Committee is composed of Directors Vogel and
Young. This Committee met once during fiscal 1997.
The Company's Audit Committee is responsible for the review of the
Company's annual audit report prepared by the Company's independent auditors.
The review includes a detailed discussion with the auditors and recommendation
to the full Board concerning any action to be taken regarding the audit. The
entire Board of Directors acts as the Audit Committee, which met once during
fiscal 1997.
The Executive Committee of the Board of Directors generally acts in lieu
of the full Board of Directors between board meetings. The members of this
Committee are Chairman Rozier and any two directors of the Company. This
Committee did not meet during the fiscal year ended September 30, 1997.
The entire Board of Directors acts as a nominating committee for selecting
nominees for election as directors. Nominations of persons for election to the
Board of Directors may be made only by or at the direction of the Board of
Directors or by any stockholder entitled to vote for the election of directors
who complies with the notice procedures set forth in the Bylaws of the Company.
Pursuant to the Company's Bylaws, nominations by stockholders must be delivered
in writing to the Secretary of the Company at least 30 days prior to the date of
the annual meeting.
Meetings and Committees of the Bank. The Bank's Board of Directors meets
monthly and may have additional special meetings as necessary. The Board of
Directors met 12 times during the year ended September 30, 1997. During fiscal
1997, no director of the Bank attended fewer than 75% of the aggregate of the
total number of Board meetings and the total number of meetings held by the
committees of the Board of Directors on which they served. All directors are
paid fees of $725 per month. Board members receive no additional fees for
attendance of Committee meetings.
The Bank's Board has standing Audit and Executive committees.
The Audit Committee is composed of the entire Board of Directors. The
Audit Committee is responsible for reviewing the Bank's accountant's actions.
This Committee met once during the year ended September 30, 1997.
The Executive Committee generally acts in lieu of the full Board of
Directors between Board meetings. The members of this Committee are Chairman
Rozier and any two directors of the Bank. This Committee met in fiscal 1997.
<PAGE> 4
Executive Compensation
The Company has not paid any compensation to its executive officers since
its formation. The Company does not presently anticipate paying any
compensation to such persons until it becomes actively involved in the operation
or acquisition of businesses other than the Bank.
The following table sets forth information regarding compensation paid by
the Bank to its Chief Executive Officer for services rendered during the fiscal
year ended September 30, 1997. No other executive officer made in excess of
$100,000 (salary plus bonus) during the fiscal year ended September 30, 1997.
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SUMMARY COMPENSATION TABLE
Annual Compensation Long-Term
Compensation Awards
Restricted
Stock Options/ All Other
Name and Principal Awards SARs Compensation
Position Salary Bonus
Year ($)(1) ($) ($) # ($)(3)
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Leo J. Rozier,
President and
Chief Executive
Officer
1997 $130,404 $4,959 $ --- --- $2,851
1996 125,850 $4,723 $149,870 21,411 $3,573
1995 119,652 $4,498 --- --- $4,572
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(1) Includes $7,650 in board fees paid in fiscal 1995, $8,250 in board fees paid
in fiscal 1996 and $8,625 in board fees paid in fiscal 1997.
(2) As of December 12, 1996, the value of the 8,564 shares of Common Stock
awarded to Mr. L. Rozier under the Company's Management Recognition
and Retention Plan (MRP), based upon the average of the closing bid and
asked price of $17.50 per share of the Common Stock as reported on the
Nasdaq SmallCap Market on such date. As of September 30, 1997, the 6,852
restricted Shares of Common Stock awarded Mr. Rozier under the MRP held
an aggregate value of $148,603 based on the average of the bid and ask
price as reported on the Nasdaq SmallCap Market on such date.
(3) Includes life insurance and health insurance and accidental death premiums
paid by the Bank on behalf of Mr. Rozier.
Employment Agreement
The Bank has entered into an employment agreement with Leo J. Rozier for
a three year term. The employment agreement provides for an annual base
salary as determined by the Board of Directors, but not less than Mr. Rozier's
then current salary of $117,600. Salary increases are reviewed not less often
than annually thereafter, and are subject to the sole discretion of the Board of
Directors. The employment contract provides for an automatic extension for one
additional year by the Board of Directors at the end of each year. The contract
provides for termination upon the employee's death, for cause or upon certain
events specified by OTS regulations. The employment contract is terminable by
the employee upon 90 days' notice to the Bank. The employment contract
provides for payment to the employee, in the event there is a change in control
of the Company or the Bank, as defined in such agreement, where employment
terminates involuntarily in connection with such change in control or within 12
months thereafter, of the remaining salary payable under the contract, plus a
termination payment equal to 299% of Mr. Rozier's "base compensation" as defined
under Section 280G of the Internal Revenue Code of 1986, as amended (the
"Code"), provided that total payments under the agreement may not exceed three
times the employee's annual salary or an amount that would cause certain adverse
tax consequences to the Bank and the employee under Section 280G of the Code.
Assuming a change in control were to take place as of September 30, 1997, the
aggregate amounts payable to Mr. Rozier pursuant to this change in control
provision would be approximately $352,800. The contract provides, among other
things, for participation in an equitable manner in employee benefits applicable
to executive personnel. This employment contract may be deemed to have an
"anti-takeover" effect that could affect a proposed future acquisition of
control of the Bank.
<PAGE> 5
Certain Transactions
The Bank has followed a policy of granting loans to eligible directors,
officers, employees and members of their immediate families for the financing
of their personal residences. All such loans to directors and executive
officers are required to be made in the ordinary course of business and on the
same terms,including collateral and interest rates, as those prevailing at the
time for comparable transactions and do not involve more than the normal risk of
collectibility. Loans to employees (other than executive officers) are made at
reduced interest rates which are one-half percent per annum off the stated rates
for customers, with a waiver of any initial service charge. However, should the
employee voluntarily leave the employment of the Bank, the interest rate would
return to the regular rate at the time of departure. At September 30, 1997, the
Bank's loans to directors, executive officers, employees and members of their
immediate families totaled $261,401 or 1.6% of the Company's stockholders'
equity.
All loans by the Bank to its executive officers and directors are subject
to OTS regulations restricting loans and other transactions with affiliated
persons of the Bank. Federal law prohibits a savings association from making
loans to its executive officers and directors at favorable rates or on terms
not comparable to those prevailing to the general public.
At September 30, 1997, the Bank had the following loans to its directors,
executive officers and their affiliates whose aggregate indebtedness exceeded
$60,000 at any time since July 1, 1991.
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Largest Amount
Outstanding
Type Since Balance at
Date of of September 30, September 30, Interest
Name and Position Loan Loan 1993 1997 Rate
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Thomas L. Hoeh, 4/18/94 Mortgage $195,000 $173,000 8.25%
Director
Stephen C. Rozier(1)
Director, Assistant
Vice President and
Assistant Secretary 3/15/96 Mortgage 82,500 79,700 7.15
9/25/96 Mortgage 9,000 8,701 8.00
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(1) Stephen C. Rozier is the son of Leo Rozier.
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who own more than 10%
of a registered class of the Company's equity securities, to file with the
SEC initial reports of ownership and reports of changes in ownership of
Common Stock and other equity securities of the Company. Officers, directors
and greater than 10% stockholders are required by SEC regulation to furnish
the Company with copies of all Section 16(a) forms they file.
To the Company's knowledge, based solely on a review of the copies of
such reports furnished to the Company and written representations that no other
reports were required, during the fiscal year ended September 30, 1997, all
Section 16(a) filing requirements applicable to its officers, directors and
greater than 10 percent beneficial owners were complied with, with the
exception of a late filing by Stephen C. Rozier of his initial Form 3, which
omission was subsequently corrected.
<PAGE> 6
II -- RATIFICATION OF THE APPOINTMENT OF AUDITORS
The Board of Directors has renewed the Company's arrangement with
Michael Trokey & Company, P.C. to be its auditors for the 1998 fiscal year,
subject to the ratification of the appointment by the Company's stockholders.
A representative of Michael Trokey & Company, P.C. is expected to attend the
Annual Meeting to respond to appropriate questions and will have an opportunity
to make a statement if he so desires.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR"
THE RATIFICATION OF THE APPOINTMENT OF MICHAEL TROKEY & COMPANY, P.C.
AS THE COMPANY'S AUDITORS FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 1998.
STOCKHOLDER PROPOSALS
In order to be eligible for inclusion in the Company's proxy materials for
the next Annual Meeting of Stockholders, any stockholder proposal to take action
at such meeting must be received at the Company's office located at 14 North
Jackson Street, Perryville, Missouri 63775, no later than August 24, 1998. Any
such proposal shall be subject to the requirements of the proxy rules adopted
under the Exchange Act.
OTHER MATTERS
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 matter should properly come before the Meeting, it is
intended that holders of the proxies will act in accordance with their best
judgment.
The cost of solicitation of 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. The Company has retained Regan &
Associates, Inc. to assist the solicitation of proxies, for a fee estimated
to be approximately $3,500, plus reasonable out-of-pocket expenses. In
addition to solicitation by mail, directors, officers and regular employees
of the Company and/or the Bank may solicit proxies personally or by telegraph
or telephone without additional compensation.
BY ORDER OF THE BOARD OF DIRECTORS
Leo J. Rozier
President and Chief Executive Officer
Perryville, Missouri
December 22, 1997
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