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
NS&L BANCORP, INC.
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(Name of Registrant as Specified in Its Charter)
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, 1997
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 14, 1998, 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,
/s/ C. R. Butler
C. R. Butler
President and Chief Executive Officer
<PAGE>
<PAGE>
NS&L BANCORP, INC.
111 East Main Street
Neosho, Missouri 64850
(417) 451-0429
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held On January 14, 1998
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NOTICE IS HEREBY GIVEN that the 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 14, 1998, 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. To ratify the appointment of Kirkpatrick, Phillips & Miller,
CPAs, P.C., as auditors for the Corporation for the fiscal year
ending September 30, 1998; 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 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 2, 1997 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
/s/ Dorothy A. LaDue
DOROTHY A. LADUE
SECRETARY
Neosho, Missouri
December 10, 1997
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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 14, 1998
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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 14, 1998, 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, 1997.
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VOTING AND PROXY PROCEDURE
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Stockholders Entitled to Vote. Stockholders of record as of the close of
business on December 2, 1997 are entitled to one vote for each share of common
stock ("Common Stock") of the Corporation then held. As of December 2, 1997,
the Corporation had 705,416 shares of Common Stock issued and outstanding.
Quorum. 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.
Voting. 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.
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 the
nominees receiving the greatest number of votes will be elected. 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, CPAs, P.C., 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.
Revocation of a Proxy. Stockholders who execute proxies retain the right
to revoke them at any time before they are voted. 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.
<PAGE>
<PAGE>
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.
Participants in the Association's ESOP. 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.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
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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 2, 1997, 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 2, 1997. The
following table also sets forth, as of December 2, 1997, 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 Loan 68,516 9.0%
Association, F.A.
Employee Stock Ownership Plan Trust
John Hancock Advisors, Inc. 40,000(2) 5.7
101 Huntington Avenue
Boston, MA 02199
Directors and Chief Executive Officer
George A. Henry 18,596 2.6
C.R. "Rick" Butler (3) 17,468 2.5
Jon C. Genisio 26,396 3.7
John D. Mills 9,946 1.4
Ralph J. Haas 7,396 1.0
Robert J. Johnson 7,396 1.0
All Executive Officers and 99,095 13.9
Directors as a
Group (8 persons)
-2-
<PAGE>
<PAGE>
____________________
(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 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. The amounts shown include the following
amounts of Common Stock which the following individuals have the right to
acquire within 60 days of December 2, 1997, 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; Mr. Johnson, 856; and all executive officers and directors as a
group, 9,880. 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, 3,508 shares; all executive officers and directors as
a group, 7,256 shares.
(2) Information concerning the shares owned by John Hancock Advisers, Inc. as
of December 31, 1996 was obtained from a Schedule 13G dated January 29,
1997. According to this filing, John Hancock Advisors, Inc., an
investment advisor registered under the Investment Advisors Act of 1940,
has sole voting and dispositive power with respect to 40,000 shares.z
(3) Mr. Butler is also the Chief Executive Officer of the Corporation.
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PROPOSAL I - ELECTION OF DIRECTORS
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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 Robert J. Johnson and George A. Henry.
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. Johnson and Henry.
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.
-3-
<PAGE>
<PAGE>
Year First Year
Elected Term
Name Age(1) Principal Occupation Director(2) Expires
---- ------ -------------------- ----------- -------
BOARD NOMINEES
Robert J. Johnson 67 Licensed insurance agent 1995 2001(3)
with State Farm Insurance
Company, Neosho, Missouri
George A. Henry 74 Retired Newton County 1964 2001(3)
Circuit Court Judge
DIRECTORS CONTINUING IN OFFICE
Jon C. Genisio 55 Owner/operator of Jon's 1976 1999
Pharmacy, Inc., Neosho,
Missouri
John D. Mills 47 President of Mills 1982 1999
Appliance, Inc. a retail
furniture and appliance
dealership in Neosho,
Missouri
C.R. Butler 50 Chief Executive Officer 1982 2000
and President of the
Corporation and the
Association
Ralph J. Haas 52 President of Haas 1990 2000
Warehousing, Inc.,
Neosho, Missouri
__________
(1) At September 30, 1997.
(2) Includes prior service on the Board of Directors of the Association.
(3) Assumes the individual is re-elected.
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MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
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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, 1997, 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 met one time
during the fiscal year ended September 30, 1997.
-4-
<PAGE>
<PAGE>
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, 1997.
The Association also has standing Real Estate/Loan and Investment
Committees. The Board of Directors does not have a standing compensation
committee.
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, 1997.
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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.
On May 16, 1997, the Association adopted a Director Emeritus Plan
pursuant to which retired directors may be eligible to receive up to 100% of
their monthly director's fees for a period of 60 months following their
retirement. As a condition to payment, a Director Emeritus must be available
to advise and consult with the management of the Association and refrain from
business activities that are competitive or contrary to the interests of the
Association. Directors serving at the effective date of the plan will vest in
their retirement benefit at the rate of 20% per year with full vesting after
five years of service. New directors will be 50% vested after five years of
service, 75% vested after ten years of service and 100% vested after 15 years
of service. In the event of a change in control (as defined in the plan) of
the Corporation or the Association, each Director will be entitled to receive
a cash payment equal to five years of the monthly director's fees paid at that
time and each Director Emeritus will be entitled to receive a cash payment
equal to the sum of the monthly payments remaining to be paid to such person
under the Director Emeritus Plan. In the event of the death or disability of
a Director, the Director or his surviving spouse will receive an amount equal
to 100% of the monthly director's fees for a period of 60 months.
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EXECUTIVE COMPENSATION
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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 $100,000 during the year
ended September 30, 1997.
<PAGE>
<TABLE>
Long-Term Compensation
------------------------
Annual Compensation Awards
-------------------------------------- ------------------------
Restricted Securities
Name and Other Annual Stock Underlying All Other
Position Year Salary($) Bonus($) Compensation($) Award($) Options(#) Compensation($)
- -------- ---- --------- -------- --------------- -------- ---------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
C.R. Butler 1997 $70,942 $6,000 6,000(1) -- -- 17,621(3)
President 1996 68,336 6,500 6,000 84,094(2) 16,000 2,089
and Chief 1995 63,428 6,500 6,000 -- -- 1,903
Executive
Officer
</TABLE>
-5-
<PAGE>
<PAGE>
___________
(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, 1997, 5,200 shares remained unvested and had a
value of $98,800. Dividends will be paid on the restricted stock.
(3) Represents employer contribution to 401(k) plan of $2,128 and ESOP
contribution of $15,493.
Option Exercise/Value Table
The following information with respect to options exercised during the
fiscal year ended September 30, 1997 and remaining unexercised at the end of
the fiscal year, is presented for Mr. Butler.
<PAGE>
<TABLE> Value of Unexercised
Number of Securities In-the-Money Options
Shares Underlying Unexercised Options at Fiscal Year End($)(1)
Acquired on Value ------------------------------ ----------------------------
Name Exercise (#) Realized($) Exercisable Unexercisable Exercisable Unexercisable
- ---- ------------ ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
C.R. Butler -- -- 3,200 12,800 $19,400 $77,600
</TABLE>
<PAGE>
__________
(1) Value of unexercised in-the-money options equals the market value of
shares covered by in-the-money options on September 30, 1997 less the
option exercise price. Options are in-the-money if the market value of
the shares covered by the options is greater than the option exercise
price.
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 $72,800, 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, 1997, he would have been entitled to a
severance payment of approximately $211,371. Section 280G
-6-
<PAGE>
<PAGE>
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 (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
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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, 1997 all filing requirements applicable to its reporting officers,
directors and greater than ten percent beneficial owners were properly and
timely complied with.
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TRANSACTIONS WITH MANAGEMENT
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Federal regulations require that all loans or extensions of credit to
executive officers and directors must generally be made on substantially the
same terms, including interest rates and collateral, as those prevailing at
the time for comparable transactions with other persons (unless the loan or
extension of credit is made under a benefit program generally available to all
other employees and does not give preference to any insider over any other
employee) and must not involve more than the normal risk of repayment or
present other unfavorable features. The Corporation's policy is not to make
any new loans or extensions of credit to the Association's executive officers
and directors at different rates or terms than those offered to the general
public. In addition, loans made to a director or executive officer in an
amount that, when aggregated with the amount of all other loans to such person
and his 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) must be
approved in advance by a majority of the disinterested members of the Board of
Directors.
-7-
<PAGE>
<PAGE>
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PROPOSAL II -- RATIFICATION OF APPOINTMENT OF AUDITORS
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Kirkpatrick, Phillips & Miller, CPAs, P.C., served as the Corporation's
independent public accountants for the 1997 fiscal year. The Board of
Directors has appointed Kirkpatrick, Phillips & Miller, CPAs, P.C., to be its
auditors for the 1998 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.
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OTHER MATTERS
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The Board of Directors of the Corporation is not aware of any business to
come before the Meeting other than those matters described 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.
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MISCELLANEOUS
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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 2, 1997. 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, 1997, 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.
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STOCKHOLDER PROPOSALS
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Proposals of stockholders intended to be presented at the Corporation's
annual meeting to be held in 1999 must be received by the Corporation no later
than August 12, 1998 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.
-8-
<PAGE>
<PAGE>
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 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
/s/ Dorothy A. LaDue
DOROTHY A. LADUE
SECRETARY
Neosho, Missouri
December 10, 1997
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REVOCABLE PROXY
NS&L BANCORP, INC.
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ANNUAL MEETING OF STOCKHOLDERS
January 14, 1998
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The undersigned hereby appoints John D. Mills and C. R. Butler 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 14, 1998, at 3:00 p.m., Central Time, and at
any and all adjournments thereof, as follows:
VOTE
FOR WITHHELD
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1. The election as directors of
all nominees listed below
(except as marked to the
contrary below). [ ] [ ]
Robert J. Johnson
George A. Henry
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, 1998. [ ] [ ] [ ]
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.
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 the Annual 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 Annual Meeting.
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THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Should the undersigned be present and elect to vote at the Annual Meeting
or at any adjournment thereof and after 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, 1997 and the 1997 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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