December 18, 1998
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 20,
1999 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
PERRY COUNTY FINANCIAL CORPORATION
14 North Jackson Street
Perryville, Missouri 63775
(573) 547-4581
NOTICE OF ANNUALMEETING OF STOCKHOLDERS
To be Held on January 20, 1999
Notice is hereby given that the Annual Meeting
of Stockholders (the "Meeting") of Perry County
Financial Corporation (the "Company") will be
held at the Walnut Room, American Legion Hall
located at 98 Grand Avenue, Perryville,
Missouri, at 9:30 a.m., Perryville, Missouri
time, on January 20, 1999.
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, 1999;
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 11,
1998, 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 18, 1998
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.
PROXY STATEMENT
PERRY COUNTY FINANCIAL CORPORATION
14 North Jackson Street
Perryville, Missouri 63775
(573) 547-4581
ANNUAL MEETING OF STOCKHOLDERS
January 20, 1999
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 the Walnut
Room, American Legion Hall located at 98 Grand
Avenue, Perryville, Missouri, on January 20,
1999 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 18, 1998. 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, 1999.
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.
Voting Securities and Principal Holders Thereof
Stockholders of record as of the close of
business on December 1, 1998, will be entitled
to one vote for each share then held. As of
that date, the Company had 810,897 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.
<TABLE>
<S>
Beneficial Owner Shares Percentage
Beneficially of
Owned Class
Perry County Financial Corporation
Employee Stock Ownership Plan
14 North Jackson Street
Perryville, Missouri 63775(1) 67,269 8.30%
Leo J. Rozier
President and Chief Executive Officer
14 North Jackson Street
Perryville, Missouri 63775(2) 74,725 9.22
Jeffrey S. Halis
500 Park Avenue
Fifth Floor
New York, New York 10022(3) 85,500 10.54
First State Bancshares, Inc.
201 East Columbia Street
Farmington, Missouri 63640(4) 41,000 5.06
Directors and executive officers of the Company and
the Bank as a group (5 persons)(2) 110,179 13.59
<S>
</TABLE>
(1) The amount reported represents shares held by
the Employee Stock Ownership Plan ("ESOP"),
17,144 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
Amendment No. 1 to Schedule 13G dated February
9, 1998, 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, 1998, 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 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.
<TABLE>
<S>
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
James K. Young 76 Director, Acting Secretary and
Acting Controller 1972 2002 7,094 .86%
Milton A. Vogel 73 Director 1978 2002 8,594 1.05
DIRECTORS CONTINUING IN OFFICE
Thomas L. Hoeh 50 Director 1995 2000 15,341 1.90
Leo J. Rozier 84 Chairman of the Board, President
and Chief Executive Officer 1947 2001 74,725 9.09
Stephen C. Rozier 47 Director, Assistant Vice
President and
Assistant Secretary 1996 2001 4,425 .53
<S>
</TABLE>
_______
(1) At September 30, 1998.
(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.
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 26 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.
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.
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 has served as a
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.
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 four times in fiscal 1998. During
fiscal 1998, 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
1998.
The Board of Directors of the Company has
standing Stock Compensation, Audit, Executive
and Nominating 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
1998.
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 a 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 1998.
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 met five times during the fiscal year
ended September 30, 1998.
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 fifteen times during the
year ended September30, 1998. During fiscal
1998, 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 $750 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 September30, 1998.
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 five times in fiscal
1998.
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, 1998.
No other executive officer made in excess of
$100,000 (salary plus bonus) during the fiscal
year ended September 30, 1998.
<TABLE>
<S>
SUMMARY COMPENSATION TABLE
Long-Term
Compensation
Annual Compensation Awards
Name and Principal Position Year Salary Bonus Restricted
Stock Options/ All Other
Award(s) SARs Compensation
($)(1) ($) ($)(2) (#) ($)
Leo J. Rozier,
President and Chief
Executive Officer 1998 $136,125 $5,113 $ $3,587(3)
1997 130,404 4,959 --- --- 2,851
1996 125,850 4,723 149,870 21,411 3,573
<S>
</TABLE>
(1) Includes $8,250 in board fees paid in fiscal
1996, $8,625 in board fees paid in fiscal 1997
and $8,925 in board fees paid in fiscal 1998.
(2) As of January 16, 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, 1998, the 5,139 unvested
restricted shares of Common Stock awarded Mr.
Rozier under the MRP held an aggregate value of
$100,853 based on the average of the bid and ask
price as reported on the Nasdaq SmallCap Market
on such date.
(3) Includes $3,587 of life, health and accidental
death premiums paid by the Bank on behalf of
Mr.Rozier.
The following table provides information as to
the value of the options held by the Company's
Chief Executive Officer on September 30, 1998,
none of which have been exercised. No stock
options or stock appreciation rights were
granted during fiscal 1998.
<TABLE>
<S>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FY-END
OPTION VALUES
Number of Value of
Unexercised Unexercised
Options at In-the-Money
FY-End (#)(1) Options at FY-End ($)(2)
Shares
Acquired Value
on Exercise Realised Exercisable Unexercisable Exercisable Unexercisable
Name (#) ($) (#) (#) ($) ($)
Leo J. Rozier - $--- 8,564 12,847 $172,350 $258,546
<S>
</TABLE>
(1) Represents an option to purchase Common
Stock awarded to the Company's Chief
Executive Officer. The option vests in five
equal annual installments. The two
installments vested on January 16, 1997 and
1998 with the remaining installments to vest
equally on January 16, 1999, 2000 and 2001.
(2) Represents the aggregate market value
(market price of the Common Stock less the
exercise price) of the option granted based
upon the average of the closing bid and the
asked price of $20.125 per share of the
Common Stock as reported on the Nasdaq Small
Cap Market on December 1, 1998.
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. 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, 1998, the aggregate amounts
payable to Mr.Rozier pursuant to this change
in control provision would be approximately
$385,000. 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.
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 September30,
1998, the Bank's loans to directors, executive
officers, employees and members of their
immediate families totaled $242,000 or 1.4% 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 September30, 1998, the Bank had the following
loans to its directors, executive officers and
their affiliates whose aggregate indebtedness
exceeded $60,000 at any time since September 30,
1997.
Largest Amount Balance at
Date of Type of Outstanding Since September 30, Interest
Name and Position Loan Loan September 30, 1997 1998 Rate
Thomas L. Hoeh
Director 3/09/98 Mortgage $173,000 $166,735 7.00%
Stephen C. Rozier(1)
Director,
Assistant Vice
President and
Assistant Secretary 3/15/96 Mortgage 82,500 75,563 7.15
9/25/96 Mortgage 9,000 -- 8.00
____
(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 September30, 1998, all Section
16(a) filing requirements applicable to its
officers, directors and greater than 10 percent
beneficial owners were complied with.
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 1999 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, 1999.
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, 1999. Any such
proposal shall be subject to the requirements of
the proxy rules adopted under the Exchange Act.
Otherwise, any stockholder proposal to take
action at such meeting must be received at the
Company's office, at 14 North Jackson Street,
Perryville, Missouri 63775 on or before December
20, 1999 (30 days prior to next years
anticipated annual meeting date). In the event
that the date of next year's annual meeting
changes, a stockholder proposal must be received
not less than 30 days nor more than 60 days
prior to the new date of such annual meeting;
provided, however, that in the event that less
than 40 days notice or prior public disclosure
of the new date of annual meeting is given or
made to stockholders, notice of a proposal by a
stockholder to be timely must be received not
latter than the close of business on the tenth
day following the day on which notice of the new
date of the annual meeting was mailed or public
announcement of the new date of such meeting was
first made. All stockholder proposals must also
comply with the Company's bylaws and Missouri
law.
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. 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 18, 1998
