<PAGE> 1
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the registrant / /
Filed by a party other than the registrant /X/
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> 2
NS&L Bancorp, Inc.
December 10, 1998
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders of
NS&L Bancorp, Inc. The 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 13, 1999, at 3:00 p.m., Central Time.
The Notice of 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> 3
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 13, 1999
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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 13, 1999, 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, 1999; 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 1, 1998 are entitled to notice of and to vote at the
meeting and any adjournments or postponements thereof.
Please complete and sign the enclosed form of proxy, which is solicited by
the Board of Directors, and 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, 1998
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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> 4
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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 13, 1999
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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 13, 1999, 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, 1998.
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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 1, 1998 are entitled to one vote for each share of common
stock ("Common Stock") of the Corporation then held. As of December 1, 1998, the
Corporation had 616,839 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 be considered
shares present and will 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 of record 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.
<PAGE> 5
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. Attendance at the Annual Meeting will not automatically
revoke a proxy, but a stockholder of record 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
1, 1998, 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 1, 1998. The following table also
sets forth, as of December 1, 1998, 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 11.1%
Association, F.A.
Employee Stock Ownership Plan Trust
John Hancock Advisors, Inc. 35,000(2) 5.7
101 Huntington Avenue
Boston, MA 02199
-2-
<PAGE> 6
Amount and Nature Percent of
of Beneficial Common Stock
Beneficial Owner Ownership (1) Outstanding
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DIRECTORS AND CHIEF EXECUTIVE OFFICER
George A. Henry 19,794 3.2%
C.R. "Rick" Butler (3) 23,300 3.7
Jon C. Genisio 27,594 4.5
John D. Mills 9,644 1.6
Ralph J. Haas 8,594 1.4
Robert J. Johnson 8,594 1.4
All Executive Officers and
Directors as a
Group (8 persons) 114,279 17.8
- --------------------
(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 1, 1998, through the exercise of stock options granted pursuant to
the Corporation's stock option plan: Mr. Henry, 2,568; Mr. Butler, 9,600;
Mr. Genisio, 2,568; Mr. Mills, 2,568; Mr. Haas, 2,568; Mr. Johnson, 2,568;
and all executive officers and directors as a group, 24,840. The amounts
shown also include the following amounts of restricted shares of Common
Stock awarded under the Corporation's Management Recognition and Development
Plan whose restrictions will lapse within 60 days of December 1, 1998: Mr.
Henry, 342; Mr. Butler, 3,200; Mr. Genisio, 342; Mr. Mills, 342; Mr. Haas,
342; Mr. Johnson, 342; and all executive officers and directors as a group,
6,370. 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, 4,840 shares; all executive officers and directors as a group, 9,486
shares.
(2) Information concerning the shares owned by John Hancock Advisers, Inc. as of
December 31, 1997 was obtained from an amended Schedule 13G dated January 7,
1998. 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 35,000 shares.
(3) Mr. Butler is also the Chief Executive Officer of the Corporation.
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PROPOSAL 1 - 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 Jon C. Genisio and John D. Mills. 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
-3-
<PAGE> 7
election of such substitute as the Board of Directors may recommend or the Board
of Directors may 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. GENISIO AND MILLS.
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 Year
Elected Term
Name Age(1) Principal Occupation Director(2) Expires
- ------------- -------- -------------------- ----------- -------
BOARD NOMINEES
Jon C. Genisio 56 Owner/Operator of Jon's 1976 2002(3)
Pharmacy, Inc., Neosho,
Missouri
John D. Mills 48 President of Mills 1982 2002(3)
Appliance, Inc. a retail
furniture and appliance
dealership in Neosho,
Missouri
DIRECTORS CONTINUING IN OFFICE
C.R. Butler 51 Chief Executive Officer and 1982 2000
President of the Corporation
and the Association
Ralph J. Haas 53 President of Haas Warehousing 1990 2000
Inc., Neosho, Missouri
Robert J. Johnson 68 Retired insurance agent 1995 2001
George A. Henry 75 Retired Newton County 1964 2001
Circuit Court Judge
- -----------
(1) At September 30, 1998.
(2) Includes prior service on the Board of Directors of the Association.
(3) Assumes the individual is re-elected.
-4-
<PAGE> 8
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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, 1998, 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 two times during the fiscal
year ended September 30, 1998.
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,
1998.
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, 1998.
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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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<PAGE> 9
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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 $100,000 during the year
ended September 30, 1998.
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
----------------------
ANNUAL COMPENSATION AWARDS
----------------------------------- -----------------------
RESTRICTED SECURITIES
NAME AND OTHER ANNUAL STOCK UNDERLYING ALL OTHER
POSITION YEAR SALARY($) BONUS($) COMPENSATION($) AWARD($) OPTIONS(#) COMPENSATION($)
- -------- ---- --------- -------- --------------- -------- ---------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
C.R. Butler 1998 $74,040 $5,250 $6,000(1) -- -- $16,171(3)
President and Chief 1997 70,942 6,000 6,000 -- -- 17,621
Executive Officer 1996 68,336 6,500 6,000 $84,094(2) 16,000 2,089
- -----------
(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, 1998, 3,900 shares remained unvested and had a value of $59,900.
Dividends will be paid on the restricted stock.
(3) Represents employer contribution to 401(k) plan of $2,222 and ESOP contribution of $13,949.
</TABLE>
OPTION EXERCISE/VALUE TABLE
The following information with respect to options exercised during the
fiscal year ended September 30, 1998 and remaining unexercised at the end of the
fiscal year, is presented for Mr. Butler.
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
SHARES NUMBER OF SECURITIES IN-THE-MONEY OPTIONS
ACQUIRED ON VALUE UNDERLYING UNEXERCISED OPTIONS AT FISCAL YEAR END($)(1)
------------------------------ -----------------------------
NAME EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- ----------- ----------- ------------- ----------- -------------
<S> <S> <S> <C> <C> <C> <C>
C.R. Butler -- -- 6,400 9,600 $15,498 $23,246
- ----------
(1) Value of unexercised in-the-money options equals the market value of shares covered by in-the-money options
on September 30, 1998 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.
</TABLE>
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 $76,500, 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.
-6-
<PAGE> 10
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, 1998, he would have been entitled to a
severance payment of approximately $218,636. 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 (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, 1998 all filing requirements applicable to its reporting officers, directors
and greater than ten percent beneficial owners were properly and timely complied
with.
-7-
<PAGE> 11
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TRANSACTIONS WITH MANAGEMENT
- --------------------------------------------------------------------------------
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 to offer loans to the
Association's executive officers, directors and employees on their personal
residences at rates lower than those offered to the general public, subject to
compliance with the Association's underwriting standards. 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.
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PROPOSAL 2 -- RATIFICATION OF APPOINTMENT OF AUDITORS
- --------------------------------------------------------------------------------
Kirkpatrick, Phillips & Miller, CPAs, P.C., served as the Corporation's
independent public accountants for the 1998 fiscal year. The Board of Directors
has appointed Kirkpatrick, Phillips & Miller, CPAs, P.C., to be its auditors for
the 1999 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
- --------------------------------------------------------------------------------
The Board of Directors of the Corporation is not aware of any business to
come before the Annual 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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<PAGE> 12
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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 1, 1998. 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, 1998, 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 2000 must be received by the Corporation no later
than August 12, 1999 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 set forth certain procedures which stockholders
must follow in order to nominate a director or present any business at an annual
stockholders meeting. Generally, 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. Based on the date of
the 1999 Annual Meeting, the Corporation anticipates that, in order to be
timely, stockholder nominations or proposals intended to be made at the 2000
Annual Meeting must be made by December 14, 1999. The Bylaws specify the
information that must accompany any such stockholder notice. Copies of the
Bylaws may be obtained from the Secretary of the Corporation.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ DOROTHY A. LADUE
-----------------------------
DOROTHY A. LADUE
SECRETARY
Neosho, Missouri
December 10, 1998
-9-
<PAGE> 13
REVOCABLE PROXY
NS&L BANCORP, INC.
- --------------------------------------------------------------------------------
ANNUAL MEETING OF STOCKHOLDERS
JANUARY 13, 1999
- --------------------------------------------------------------------------------
The undersigned hereby appoints George Henry 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 13, 1999, 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). --- ---
Jon C. Genisio
John D. Mills
INSTRUCTION: TO WITHHOLD YOUR VOTE
FOR ANY INDIVIDUAL NOMINEE, WRITE
THAT NOMINEE'S NAME ON THE LINE BELOW.
-----------------------
-----------------------
FOR AGAINST ABSTAIN
--- ------- -------
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, 1999.
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.
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 JUDGEMENT. AT THE PRESENT TIME, THE BOARD OF
DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE ANNUAL MEETING.
<PAGE> 14
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, 1998 and the 1998 Annual Report to Stockholders.
Dated: , 199
---------------- --
- ------------------------ -------------------------
PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER
- ------------------------ -------------------------
SIGNATURE OF STOCKHOLDER SIGNATURE OF STOCKHOLDER
Please sign exactly as your name appears on this proxy card. When signing as
attorney, executor, administrator, trustee or guardian, please give your full
title. If shares are held jointly, each holder should sign.
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED
POSTAGE- PREPAID ENVELOPE.
