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
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NS&L BANCORP, INC.
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(Name of Registrant as Specified in Its Charter)
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NS&L BANCORP, INC.
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(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] 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
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(2) Aggregate number of securities to which transactions applies:
N/A
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(3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule
0-11:
N/A
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(4) Proposed maximum aggregate value of transaction:
N/A
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[ ] 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
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(2) Form, schedule or registration statement no.:
N/A
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(3) Filing party:
N/A
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(4) Date filed:
N/A
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<PAGE>
<PAGE>
December 10, 1996
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of
Stockholders of NS&L Bancorp, Inc. to be held at the branch office of Neosho
Savings and Loan Association, F.A. at 713 S. Neosho Boulevard, Neosho,
Missouri, on Wednesday, January 15, 1997, at 3:00 p.m., Central Time.
The Notice of the Annual Meeting and Proxy Statement appearing
on the following pages describe the formal business to be transacted at the
meeting. During the meeting, we will also report on the operations of the
Corporation. Directors and officers of the Corporation, as well as a
representative of Kirkpatrick, Phillips & Miller, CPAs, P.C., the
Corporation's independent auditors, will be present to respond to appropriate
questions of stockholders.
It is important that your shares are represented at this
meeting, whether or not you attend the meeting in person and regardless of
the number of shares you own. To make sure your shares are represented, we
urge you to complete and mail the enclosed proxy card. If you attend the
meeting, you may vote in person even if you have previously mailed a proxy
card.
We look forward to seeing you at the meeting.
Sincerely,
C. R. Butler
President and Chief Executive Officer
<PAGE>
<PAGE>
NS&L BANCORP, INC.
111 East Main Street
Neosho, Missouri 64850
(417) 451-0429
- -----------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held On January 15, 1997
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NOTICE IS HEREBY GIVEN that the 1997 Annual Meeting of Stockholders of NS&L
Bancorp, Inc. ("Corporation") will be held at the branch office of Neosho
Savings and Loan Association, F.A. at 713 S. Neosho Boulevard, Neosho,
Missouri, on Wednesday, January 15, 1997, at 3:00 p.m., Central Time, for the
following purposes:
1. To elect two directors to serve for a term of three
years;
2. The ratify the appointment of Kirkpatrick, Phillips
& Miller, CPAs, P.C., as auditors for the
Corporation for the fiscal year ending September
30, 1997; and
3. To consider and act upon 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. Stockholders
of record at the close of business on December 3, 1996 are entitled to notice
of and to vote at the meeting and any adjournments or postponements 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
DOROTHY A. LADUE
SECRETARY
Neosho, Missouri
December 10, 1996
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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.
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<PAGE>
<PAGE>
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PROXY STATEMENT
OF
NS&L BANCORP, INC.
111 East Main Street
Neosho, Missouri 64850
(417) 451-0429
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ANNUAL MEETING OF STOCKHOLDERS
January 15, 1997
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This Proxy Statement is furnished in connection with the
solicitation of proxies by the Board of Directors of NS&L Bancorp, Inc.
("Corporation") to be used at the Annual Meeting of Stockholders of the
Corporation. The Annual Meeting will be held at the branch office of Neosho
Savings and Loan Association, F.A. at 713 S. Neosho Boulevard, Neosho,
Missouri, on Wednesday, January 15, 1997, at 3:00 p.m., Central Time. The
Corporation is the holding company for Neosho Savings and Loan Association,
F.A. ("Association"). This Proxy Statement and the enclosed proxy card are
being first mailed to stockholders on or about December 10, 1996.
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VOTING AND PROXY PROCEDURE
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Stockholders of record as of the close of business on December 3,
1996 are entitled to one vote for each share of common stock ("Common Stock")
of the Corporation then held. As of December 3, 1996, the Corporation had
759,082 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 and will not be included in determining whether a quorum is present.
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 and FOR the
ratification of the appointment of Kirkpatrick, Phillips & Miller, CPAs,
P.C., as auditors for the Corporation. If a stockholder attends the Annual
Meeting, he or she may vote by ballot.
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 shareholder is a participant in the Neosho Savings and
Loan Association, F.A. 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.
The two directors to be elected at the Annual Meeting will be
elected by a plurality of the votes cast by the 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 will have no effect on the outcome of the election
because directors will be elected by a plurality of votes cast.
PAGE
<PAGE>
With respect to the ratification of auditors, stockholders may vote for the
proposal, against the proposal or may abstain from voting. Ratification of
the appointment of Kirkpatrick, Phillips & Miller as auditors will require
the affirmative vote of a majority of the shares represented at the Annual
Meeting and entitled to vote. Thus, abstentions on the Corporation's
proposal to ratify the appointment of auditors will have the effect of a vote
against such proposal. Broker non-votes will not be included in vote totals
and will have no effect on the outcome of the vote.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
- ----------------------------------------------------------------------------
Persons and groups who beneficially own in excess of 5% of the
Corporation's Common Stock are required to file certain reports regarding
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 December 3, 1996, certain information as to those persons who were
beneficial owners of more than 5% of the outstanding shares of Common Stock.
Management knows of no persons other than those set forth below who owned
more than 5% of the outstanding shares of Common Stock at December 3, 1996.
The table also sets forth, as of December 3, 1996, information as to the
shares of Common Stock beneficially owned by each director, by the Chief
Executive Officer of the Corporation and by all executive officers and
directors of the Corporation as a group.
Amount and Nature Percent of
of Beneficial Common Stock
Beneficial Owner Ownership (1) Outstanding
- ---------------- -------------------- ----------------
Beneficial Owners
of More Than 5%
Neosho Savings and 68,516 9.0%
Loan Association,
F.A. Employee Stock
Ownership Plan Trust
Directors and Chief
Executive Officer
George A. Henry 17,399 2.3
C.R. "Rick" Butler (2) 9,943 1.3
Jon C. Genisio 25,199 3.3
John D. Mills 9,699 1.3
Ralph J. Haas 6,199 0.8
Robert J. Johnson 6,199 0.8
All Executive Officers 83,538 10.9
and Directors as a
Group (9 persons)
____________________
(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 Corporation's Common Stock if he or she has voting 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
named persons possess voting and/or investment power. The amounts
shown include the following amounts of Common Stock which the
following individuals have the right to acquire within 60 days of
December 3, 1996, through the exercise of stock options granted
pursuant to the Corporation's stock option plan: Mr. Henry, 856; Mr.
Butler, 3,200; Mr. Genisio, 856; Mr. Mills, 856; Mr. Haas, 856;
<PAGE>
<PAGE>
Mr. Johnson, 856; and all executive officers and directors as a group,
10,880. Shares held in accounts under the ESOP, as to which the
holders have voting power but not investment power, are also included
as follows: Mr. Butler, 443 shares; all executive officers and
directors as a group, 708 shares.
(2) Mr. Butler is also the Chief Executive Officer of the Corporation.
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PROPOSAL I - ELECTION OF DIRECTORS
- -----------------------------------------------------------------------------
The Corporation's Board of Directors consists of six members.
The Board is divided into three classes with three-year staggered terms, with
one third of the directors elected each year. Two directors will be elected
at the Annual Meeting to serve for a three year period, or until their
respective successors have been elected and qualified. The Board of
Directors has nominated for election as directors C.R. Butler and Ralph J.
Haas. The nominees are current members of the Boards of Directors of the
Corporation and the Association.
It is intended that the proxies solicited by the Board of
Directors will be voted "FOR" the election of the above named nominees. 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 or the Board of Directors may adopt a resolution to amend the
Bylaws and reduce the size of the Board. At this time, the Board knows of no
reason why any nominee might be unavailable to serve.
The Board of Directors recommends that stockholders vote "FOR"
the election of Messrs. Butler and Haas.
The following table sets forth certain information regarding
the nominees for election at the Annual Meeting, as well as information
regarding those directors continuing in office after the Annual Meeting.
Unless otherwise indicated, the principal occupation listed for each person
below has been his occupation for the past five years.
Year First
Principal Elected Term
Name Age (1) Occupation Director (2) Expires
- ----- -------- ---------- -------------- ---------
BOARD NOMINEES
C.R. Butler 49 Chief Executive 1982 2000 (3)
Officer and
President of
the Corporation
and the Association
Ralph J. Haas 51 President of Haas 1990 2000 (3)
Warehousing, Inc.,
Neosho, Missouri
(table continued on following page)
<PAGE>
<PAGE>
Year First
Principal Elected Term
Name Age (1) Occupation Director (2) Expires
- ----- -------- ---------- -------------- ---------
DIRECTORS CONTINUING IN OFFICE
Robert J.
Johnson 66 Licensed 1995 1998
insurance agent
with State Farm
Insurance
Company, Neosho,
Missouri
George A.
Henry 73 Retired Newton 1964 1998
County Circuit
Court Judge
Jon C.
Genisio 54 Owner/operator of 1976 1999
Jon's Pharmacy, Inc.,
Neosho, Missouri
John D. Mills 46 President of Mills 1982 1999
Appliance, Inc. a
retail furniture
and appliance
dealership in Neosho,
Missouri
- ------------
(1) At September 30, 1996.
(2) Includes prior service on the Board of Directors
of the Association.
(3) Assuming the individual is re-elected.
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MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
- -----------------------------------------------------------------------------
The Boards of Directors of the Corporation and the Association
conduct their business through meetings of the Boards and through their
committees. During the fiscal year ended September 30, 1996, the Board of
Directors of the Corporation held six meetings and the Board of Directors of
the Association held 13 meetings. No director of the Corporation or the
Association attended fewer than 75% of the total meetings of the Boards and
committees on which such Board member served during this period.
The Executive Committee of the Board of Directors, consisting
of Directors Butler, Genisio and Henry, meets as necessary between meetings
of the full Board of Directors. All actions of the Executive Committee must
be ratified by the full Board of Directors. The Executive Committee did not
meet during the fiscal year ended September 30, 1996.
The Board of Directors of the Corporation has an Audit/Budget
Committee, consisting of Directors Haas, Genisio and Mills, which is
responsible for developing and monitoring the Corporation's audit program.
The Board selects the Corporation's outside auditors and meets with them to
discuss the results of the annual audit and any related matters. The Board
also receives and reviews the reports and findings and other information
presented to them by the Association's officers regarding financial reporting
policies and practices. The Audit/Budget Committee met one time during the
fiscal year ended September 30, 1996.
The Association also has standing Real Estate/Loan and
Investment Committees. The Board of Directors does not have a standing
compensation committee.
<PAGE>
<PAGE>
The Board of Directors of the Corporation acts as a nominating
committee for selecting the nominees for election as directors. The Board of
Directors met once in its capacity as the nominating committee during the
year ended September 30, 1996.
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DIRECTORS' COMPENSATION
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All of the Directors of the Corporation currently serve on the
Board of Directors of the Association. Directors of the Association
currently receive a fee of $500 per month. No additional compensation is
paid for service on the Board of Directors of the Corporation.
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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 Association received salary and bonuses in excess of $100,000 during the
year ended September 30, 1996.
PAGE
<PAGE>
<TABLE>
Long-Term Compensation
----------------------
Annual Compensation Awards
------------------------------------- ----------------------
Restricted Securities
Name and Other Annual Stock Underlying All other
Position Year Salary($) Bonus($) Compensation($) Award($) Options(#) Compensation($)
- ---------- ----- -------- -------- --------------- --------- --------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
C.R. Butler 1996 $68,336 $6,500 $6,000(1) $84,094(2) 16,000 2,089(3)
President
and Chief 1995 63,428 6,500 6,000 -- -- 1,903
Executive
Officer 1994 59,300 7,500 6,000 -- -- --
___________
(1) Represents $6,000 in directors' fees from the Association. Does not include certain
additional benefits, the aggregate amounts of which do not exceed 10% of total annual salary
and bonus.
(2) Represents the total value of the award of 6,500 shares of restricted stock on January 17,
1996, which award will vest ratably over a five-year period. At September 30, 1996, the
value of the unvested restricted stock award was $82,875. Dividends will be paid on the
restricted stock.
(3) Represents employer contribution to 401(k) plan.
</TABLE>
Options Grants in Last Fiscal Year
<TABLE>
The following table sets forth information regarding stock option grants to Mr. Butler
during the year ended September 30, 1996.
Percent of
Number of Total Options
Securities Granted to
Underlying Employees in Exercise Expiration
Name Options Granted (#) Fiscal Year Price ($) Date
- ----- -------------------- -------------- ---------- -----------
<S> <C> <C> <C> <C>
C.R. Butler 16,000 35% $12-15/16 1/16/06
</TABLE>
Option Exercise/Value Table
<TABLE>
The following information with respect to options exercised during the fiscal year ended
September 30, 1996 and remaining unexercised at the end of the fiscal year, is presented for Mr. Butler.
Number of Value of Unexercised
Securities Underlying In-the-Money Options
Unexercised Options at Fiscal Year End ($)
Acquired on Value ------------------------- ---------------------------
Name Exercise (#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
- ----- ------------ ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
C.R. Butler -- -- -- 16,000 -- --
</TABLE>
PAGE
<PAGE>
Employment Agreement
Effective June 1, 1995, the Corporation and the Association
(collectively, the "Employers") entered into a three-year employment
agreement with Mr. Butler. Under such agreement, the current salary level
for Mr. Butler is $70,000, which amount is paid by the Association and which
may be increased at the discretion of the Board of Directors or an authorized
committee of the Board. On each anniversary of the commencement date of the
agreement, the term of the agreement may be extended for an additional year.
The agreement is terminable by the Employers for just cause at any time or
upon the occurrence of certain events specified by federal 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 Employers. 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.
Butler is assigned duties inconsistent with his positions, 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) a person other than the
Corporation purchases shares of Common Stock pursuant to a tender or exchange
offer for such shares, (b) any person (as such term is used in Sections 13(d)
and 14(d)(2) of the Exchange Act is or becomes the beneficial owner, directly
or indirectly, of securities of the Corporation representing 25% or more of
the combined voting power of the Corporation's then outstanding securities,
(c) the membership of the Board of Directors changes as the result of a
contested election, or (d) stockholders of the Corporation approve a merger,
consolidation, sale or disposition of all or substantially all of the
Corporation's assets, or a plan of partial or complete liquidation.
The severance payments from the Employers will equal 2.99 times
Mr. Butler's average annual compensation during the preceding five years.
Such amount will be paid in a lump sum within ten business days following the
termination of employment. Had a change in control of the Employers occurred
during the year ended September 30, 1996, he would have been entitled to a
severance payment of approximately $203,000. 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 Employers would
not be entitled to deduct the amount of such excess payments.
The agreement restricts Mr. Butler's right to compete against
the Employers for a period of one year from the date of termination of the
agreement if Mr. Butler voluntarily terminates his employment, except in the
event of a change in control.
The Association has also entered into a salary continuation
agreement with Mr. Butler to provide him with additional compensation at
retirement or to a designated beneficiary in the event of his death while
employed by the Association. The agreement provides for the payment to Mr.
Butler of $25,000 per year for a period of ten or more years
<PAGE>
<PAGE>
(based on the payout of the accumulated cash value of a life insurance policy
purchased in connection with the Association's obligation to Mr. Butler)
following his retirement at or after age 62 or to his beneficiary in the
event of his death while still employed by the Association. Benefits under
the agreement are reduced proportionately in the event of Mr. Butler's early
retirement at or after age 55. The agreement constitutes an unfunded and
unsecured obligation of the Association.
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COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
- ----------------------------------------------------------------------------
Section 16(a) of the Exchange Act requires the Corporation's
executive officers and directors, and persons who beneficially own more than
10% of any registered class of the Corporation's equity securities, to file
reports of ownership and changes in ownership with the SEC. Executive
officers, directors and greater than 10% shareholders are required by
regulation to furnish the Corporation with copies of all Section 16(a) forms
they file.
Based solely on a review of the copies of such forms it has
received and written representations provided to the Corporation by the above
referenced persons, the Corporation believes that during the fiscal year
ended September 30, 1996 all filing requirements applicable to its reporting
officers, directors and greater than ten percent beneficial owners were
properly and timely complied with.
- -----------------------------------------------------------------------------
TRANSACTIONS WITH MANAGEMENT
- -----------------------------------------------------------------------------
As required by federal regulations, all loans or extensions of
credit to executive officers and directors are made on substantially the same
terms, including interest rates and collateral, as those prevailing at the
time for comparable transactions with other persons and do not involve more
than the normal risk of repayment or present other unfavorable features. In
addition, loans made by the Association to a director or executive officer in
an amount that, when aggregated with the amount of all other loans by the
Association to such person and his or her related interests, are in excess of
the greater of $25,000 or 5% of the Association's capital and surplus (up to
a maximum of $500,000) are subject to approval in advance by a majority of
the disinterested members of the Board of Directors.
- -----------------------------------------------------------------------------
PROPOSAL II -- RATIFICATION OF APPOINTMENT OF AUDITORS
- -----------------------------------------------------------------------------
Kirkpatrick, Phillips & Miller, CPAs, P.C., served as the
Corporation's independent public accountants for the 1996 fiscal year. The
Board of Directors has appointed Kirkpatrick, Phillips & Miller, CPAs, P.C.,
to be its auditors for the 1997 fiscal year, subject to the ratification by
stockholders.
A representative of Kirkpatrick, Phillips & Miller is expected
to be present at the Annual Meeting to respond to appropriate questions from
stockholders and will have the opportunity to make a statement should he or
she desire to do so.
If the ratification of the appointment of the auditors is not
approved by a majority of the votes cast by stockholders at the Annual
Meeting, other independent public accountants will be considered by the Board
of Directors. The Board of Directors recommends that stockholders vote "FOR"
the ratification of the appointment of auditors.
<PAGE>
<PAGE>
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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 Annual 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.
- ----------------------------------------------------------------------------
MISCELLANEOUS
- ----------------------------------------------------------------------------
The cost of solicitation of proxies will be borne by the
Corporation. The Corporation 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 the Common Stock. In
addition to solicitations by mail, directors, officers and regular employees
of the Corporation may solicit proxies personally or by telecopier 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 December 3, 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.
A copy of the corporation's 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 Dorothy A. Ladue, Corporate Secretary, NS&L
Bancorp, Inc., 111 East Main Street, Neosho, Missouri 64850.
- ----------------------------------------------------------------------------
STOCKHOLDER PROPOSALS
- -----------------------------------------------------------------------------
Proposals of stockholders intended to be presented at the
Corporation's annual meeting to be held in 1998 must be received by the
Corporation no later than August 13, 1997 to be considered for inclusion in
the proxy materials and form of proxy relating to such meeting. Any such
proposals shall be subject to the requirements of the proxy rules adopted
under the Exchange Act.
The Corporation's Bylaws provide that in order for a
stockholder to make nominations for the election of directors or proposals
for business to be brought before the Annual Meeting, a stockholder must
deliver notice of such nominations and/or proposals to the Secretary not less
than 30 nor more than 60 days prior to the date of the Annual Meeting;
provided that if less than 40 days' notice of the Annual Meeting is given to
stockholders, such notice must be delivered not later than the close of the
tenth day following the day on which notice of the Annual Meeting was mailed
to stockholders. The notice with respect to nominations for election of
directors must set forth (a) as to each person whom the stockholder proposes
to nominate for election as a director, all information relating to such
person that is required to be disclosed in solicitations or proxies for
election of directors, or is otherwise required, in each case pursuant to the
Exchange Act, including such person's written consent to being named in the
proxy statement as a nominee and to serving as a director if elected, and (b)
as to the stockholder giving the notice (i) the name and address, as they
appear on the Corporation's books, of such stockholder and (ii) the class and
number of shares of the Corporation which are beneficially owned by such
stockholder. The notice with respect to business proposals to be brought
before the Annual Meeting must set forth in writing as to each matter the
stockholder proposes to bring before the Annual Meeting (a) a brief
description of the business desired to be brought before the Annual Meeting
and the reasons for conducting such business at the Annual Meeting, (b) the
name and address, as they appear on the Corporation's books, of the
stockholder proposing such business, (c) the class and number of shares of
<PAGE>
<PAGE>
the Corporation which are beneficially owned by the stockholder and (d) any
material interest of the stockholder in such business.
BY ORDER OF THE BOARD OF DIRECTORS
DOROTHY A. LADUE
SECRETARY
Neosho, Missouri
December 10, 1996
<PAGE>
<PAGE>
REVOCABLE PROXY
NS&L BANCORP, INC.
- -----------------------------------------------------------------------------
ANNUAL MEETING OF STOCKHOLDERS
January 15, 1997
- ----------------------------------------------------------------------------
The undersigned hereby appoints John D. Mills and George A.
Henry 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 NS&L Bancorp, Inc. which the undersigned is
entitled to vote at the Annual Meeting of Stockholders, to be held at the
branch office of Neosho Savings and Loan Association, F.A. at 713 S. Neosho
Boulevard, Neosho, Missouri, on Wednesday, January 15, 1997, at 3:00 p.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).
C.R. Butler
Ralph J. Haas
INSTRUCTION: To withhold your vote
for any individual nominee, write that nominee's name on the
line below.
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FOR AGAINST ABSTAIN
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2. The ratification of the [ ] [ ] [ ]
appointment of
Kirkpatrick, Phillips &
Miller, CPAs, P.C.,
as auditors for the
Corporation for the
fiscal year ending
September 30, 1997.
3. In their discretion, upon
such other matters as may
properly come before the
meeting.
The Board of Directors recommends a vote "FOR" the nominees for
director and the above proposal.
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This proxy also provides voting instructions to the Trustees of the Neosho
Savings and Loan Association, F.A. Employee Stock Ownership Plan for
participants with shares allocated to their accounts.
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THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED,
THIS PROXY WILL BE VOTED FOR THE PROPOSITIONS STATED. IF ANY OTHER BUSINESS
IS PRESENTED AT SUCH MEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED IN THIS
PROXY IN THEIR BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD OF DIRECTORS
KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE MEETING.
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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 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 the Notice of Annual Meeting of
Stockholders, a proxy statement dated December 10, 1996 and the 1996 Annual
Report to Stockholders.
Dated: , 199__
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PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER
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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.
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PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED
POSTAGE-PREPAID ENVELOPE.
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