0PAGE> 1
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.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
NS&L Bancorp, Inc.
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
/X/ No fee required.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / 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
- --------------------------------------------------------------------------------
/ / 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
December 15, 1999
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 19, 2000 at 3:00 p.m., local 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 Company.
Directors and officers of the Company, as well as a representative of
Kirkpatrick, Phillips & Miller, CPAs, P.C., the Company'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
- --------------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
- --------------------------------------------------------------------------------
The annual meeting of stockholders of NS&L Bancorp, Inc. ("Company") will
be held at the branch office of Neosho Savings and Loan Association, F.A., 713
S. Neosho Boulevard, Neosho, Missouri, on Wednesday, January 19, 2000, at 3:00
p.m., local time, for the following purposes:
1. To elect two directors of the Company;
2. To ratify the appointment of Kirkpatrick, Phillips & Miller, CPAs,
P.C. as independent auditors for the Company for the fiscal year
ending September 30, 2000; and
3. To transact any other business that may properly come before
the meeting.
NOTE: The Board of Directors is not aware of any other business to come
before the meeting.
Stockholders of record at the close of business on December 1, 1999 are
entitled to receive notice of the meeting and to vote at the meeting and any
adjournment or postponement of the meeting.
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 15, 1999
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES IN ORDER TO ENSURE A QUORUM. A SELF-ADDRESSED
ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED IN
THE UNITED STATES.
<PAGE> 4
- ------------------------------------------------------------------------------
PROXY STATEMENT
OF
NS&L BANCORP, INC.
- ------------------------------------------------------------------------------
ANNUAL MEETING OF STOCKHOLDERS
JANUARY 19, 2000
- ------------------------------------------------------------------------------
This proxy statement is furnished in connection with the solicitation of
proxies by the Board of Directors of NS&L Bancorp, Inc. ("NS&L Bancorp" or the
"Company") to be used at the annual meeting of stockholders of the Company. The
Company is the holding company for Neosho Savings and Loan Association, F.A.
("Neosho Savings"). The annual meeting will be held at the branch office of
Neosho Savings, 713 S. Neosho Boulevard, Neosho, Missouri on Wednesday, January
19, 2000, at 3:00 p.m., local time. This proxy statement and the enclosed proxy
card are being first mailed to stockholders on or about December 15, 1999.
- ------------------------------------------------------------------------------
VOTING AND PROXY PROCEDURE
- ------------------------------------------------------------------------------
WHO CAN VOTE AT THE MEETING
You are entitled to vote your NS&L Bancorp common stock if the records of
the Company showed that you held your shares as of the close of business on
December 1, 1999. As of the close of business on that date, a total of 720,626
shares of NS&L Bancorp common stock were outstanding. Each share of common stock
has one vote. As provided in the Company's Articles of Incorporation, record
holders of the Company's common stock who beneficially own, either directly or
indirectly, in excess of 10% of the Company's outstanding shares are not
entitled to any vote in respect of the shares held in excess of the 10% limit.
ATTENDING THE MEETING
If you are a beneficial owner of NS&L Bancorp common stock held by a
broker, bank or other nominee (i.e., in "street name"), you will need proof of
ownership to be admitted to the meeting. A recent brokerage statement or letter
from a bank or broker are examples of proof of ownership. If you want to vote
your shares of NS&L Bancorp common stock held in street name in person at the
meeting, you will have to get a written proxy in your name from the broker, bank
or other nominee who holds your shares.
VOTE REQUIRED
The annual meeting will be held if a majority of the outstanding shares of
common stock entitled to vote is represented at the meeting. If you return valid
proxy instructions or attend the meeting in person, your shares will be counted
for purposes of determining whether there is a quorum, even if you abstain from
voting. Broker non-votes also will be counted for purposes for determining the
existence of a quorum. A broker non-vote occurs when a broker, bank or other
nominee holding shares for a beneficial owner does not vote on a particular
proposal because the nominee does not have discretionary voting power with
respect to that item and has not received voting instructions from the
beneficial owner.
<PAGE> 5
In voting on the election of directors, you may vote in favor of all
nominees, withhold votes as to all nominees, or withhold votes as to specific
nominees. There is no cumulative voting for the election of directors. Directors
must be elected by a plurality of the votes cast at the annual meeting. This
means that the nominees receiving the greatest number of votes will be elected.
Votes that are withheld and broker non-votes will have no effect on the outcome
of the election. In voting on the approval of the ratification of the
appointment of Kirkpatrick, Phillips & Miller, CPAs, P.C. as independent
auditors, you may vote in favor of the proposal, vote against the proposal or
abstain from voting. This matter will be decided by the affirmative vote of a
majority of the shares present in person or by proxy at the annual meeting. On
this matter, abstentions will have the same effect as a negative vote and broker
non-votes will have no effect on the voting.
VOTING BY PROXY
This proxy statement is being sent to you by the Board of Directors of
NS&L Bancorp for the purpose of requesting that you allow your shares of NS&L
Bancorp common stock to be represented at the annual meeting by the persons
named in the enclosed proxy card. All shares of NS&L Bancorp common stock
represented at the meeting by properly executed proxies will be voted in
accordance with the instructions indicated on the proxy card. If you sign and
return a proxy card without giving voting instructions, your shares will be
voted as recommended by the Company's Board of Directors. The Board of Directors
recommends a vote FOR each of the nominees for director and FOR ratification of
Kirkpatrick, Phillips & Miller, CPAs, P.C. as independent auditors.
If any matters not described in this proxy statement are properly
presented at the annual meeting, the persons named in the proxy card will use
their own judgment to determine how to vote your shares. This includes a motion
to adjourn or postpone the meeting in order to solicit additional proxies. If
the annual meeting is postponed or adjourned, your NS&L Bancorp common stock may
be voted by the persons named in the proxy card on the new meeting date as well,
unless you have revoked your proxy. The Company does not know of any other
matters to be presented at the meeting.
You may revoke your proxy at any time before the vote is taken at the
meeting. To revoke your proxy you must either advise the Secretary of the
Company in writing before your shares have been voted at the annual meeting,
deliver a later dated proxy, or attend the meeting and vote your shares in
person. Attendance at the annual meeting will not in itself constitute
revocation of your proxy.
If your NS&L Bancorp common stock is held in street name, you will receive
instructions from your broker, bank or other nominee that you must follow in
order to have your shares voted. Your broker or bank may allow you to deliver
your voting instructions via the telephone or the Internet. Please see the
instruction form that accompanies this proxy statement.
PARTICIPANTS IN NEOSHO SAVINGS'S ESOP
If you participate in the Neosho Savings and Loan Association, F.A.
Employee Stock Ownership Plan, the proxy card represents a voting instruction to
the trustees. Each participant in the ESOP may direct the trustees as to the
manner in which shares of NS&L Bancorp 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.
2
<PAGE> 6
- --------------------------------------------------------------------------------
STOCK OWNERSHIP
- --------------------------------------------------------------------------------
The following table provides information as of December 1, 1999 with
respect to persons known to the Company to be the beneficial owners of more than
5% of the Company's outstanding common stock. A person may be considered to
beneficially own any shares of common stock over which he or she has, directly
or indirectly, sole or shared voting or investing power.
PERCENT OF
NUMBER OF COMMON STOCK
NAME AND ADDRESS SHARES OWNED OUTSTANDING
- ---------------- -------------------- -------------
Neosho Savings and Loan Association, F.A 81,993(1) 11.4%
Employee Stock Ownership Plan
111 East Main Street
Neosho, Missouri 64850
John Hancock Advisers, Inc. 42,000(2) 5.8%
101 Huntington Avenue
Boston, Massachusetts 02199
- ---------------------------------
(1)Includes 46,762 shares that have not been allocated to participants' accounts
and 35,231 shares that have been allocated to participants' accounts. Under
the terms of the ESOP, the trustees will vote unallocated shares and
allocated shares for which no voting instructions are received in the same
proportion as shares for which the trustees have received voting instructions
from participants. The trustees of the ESOP are George A. Henry, Jon C.
Genisio and Ralph J. Haas, all of whom are directors of the Company.
(2)Information concerning the shares owned by John Hancock Advisers, Inc. as of
December 31, 1998 was obtained from an amended Schedule 13G dated January 13,
1999. 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 42,000 shares.
3
<PAGE> 7
The following table provides information about the shares of NS&L Bancorp
common stock that may be considered to be owned by each director or nominee for
director of the Company and by all directors and executive officers of the
Company as a group as of December 1, 1999. Unless otherwise indicated, each of
the named individuals has sole voting power and sole investment power with
respect to the shares shown.
NUMBER OF SHARES
NUMBER OF THAT MAY BE ACQUIRED PERCENT OF
SHARES OWNED WITHIN 60 DAYS BY COMMON STOCK
NAME EXCLUDING OPTION (EXERCISING OPTIONS(1) OUTSTANDING
- ------------------------ ---------------- ---------------------- ------------
C.R. Butler 17,764(2) 16,920 4.7%
Ralph J. Haas 7,232 4,521 1.6
Robert J. Johnson 7,232 4,521 1.6
George A. Henry 20,432(3) 4,521 3.4
Jon C. Genisio 30,032(4) 4,521 4.8
John D. Mills 10,292(5) 4,521 2.0
All directors and
executive officers
as a group (8 persons) 105,055 49,197 20.1
- --------------------------
(1) The amounts shown also include the following amounts of restricted shares
of common stock awarded under the Company's Management Recognition and
Development Plan whose restrictions will lapse within 60 days of
December 1, 1999: Mr. Butler, 1,560; Mr. Haas, 411; Mr. Johnson, 411; Mr.
Henry, 411; Mr. Genisio, 411; Mr. Mills, 411.
(2) Includes 7,084 shares held under the ESOP, as to which Mr. Butler has
voting power but not investment power.
(3) Held by revocable trust for which Mr. Henry serves as trustee.
(4) Includes 2,400 shares held by a corporation controlled by Mr. Genisio,
7,800 shares held by a revocable trust for which Mr. Genisio serves as
trustee and 5,040 shares owned by Mr. Genisio's spouse.
(5) Includes 10,112 shares held by trusts for which Mr. Mills serves as
trustee.
- ------------------------------------------------------------------------------
PROPOSAL 1 -- ELECTION OF DIRECTORS
- ------------------------------------------------------------------------------
The Company's Board of Directors consists of six members. Five of them are
independent directors and one is a member of management. 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 term, or until their respective successors have been
elected and qualified. The nominees are C.R. Butler and Ralph J. Haas, both of
whom are currently directors of the Company and Neosho Savings.
It is intended that the proxies solicited by the Board of Directors will
be voted for the election of the nominees named above. If any nominee is unable
to serve, the persons named in the proxy card would vote your shares to approve
the election of any substitute proposed by the Board of Directors.
Alternatively, the Board of Directors may adopt a resolution to reduce the size
of the Board. At this time, the Board of Directors knows of no reason why any
nominee might be unable to serve.
4
<PAGE> 8
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF ALL OF THE
NOMINEES.
Information regarding the nominees and the directors continuing in office
is provided below. Unless otherwise stated, each individual has held his current
occupation for the last five years. The age indicated in each individual's
biography is as of September 30, 1999. The indicated period for service as a
director includes service as a director of Neosho Savings.
NOMINEES FOR ELECTION AS DIRECTORS
The directors standing for election are:
C. R. BUTLER. Mr. Butler is the President and Chief Executive Officer of
the Company and Neosho Savings. Age 52. Director since 1982.
RALPH J. HAAS. Mr. Haas is President of Haas Warehousing, Inc. in Neosho,
Missouri. Age 54. Director since 1990.
DIRECTORS CONTINUING IN OFFICE
The following directors have terms ending in 2001:
ROBERT J. JOHNSON. Mr. Johnson is a retired insurance agent. Age 69.
Director since 1995.
GEORGE A. HENRY. Mr. Henry is a retired Newton County Circuit Court Judge.
Age 76. Director since 1964.
The following directors have terms ending in 2002:
JON C. GENISIO. Mr. Genisio is the owner/operator of Jon's Pharmacy, Inc.
in Neosho, Missouri. Age 57. Director since 1976.
JOHN D. MILLS. Mr. Mills is the President of Mills Appliance, Inc., a
retail furniture and appliance dealership in Neosho, Missouri. Age 49. Director
since 1982.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Boards of Directors of the Company and Neosho Savings conduct their
business through meetings of the Boards and through their committees. During the
fiscal year ended September 30, 1999, the Board of Directors of the Company held
six meetings and the Board of Directors of Neosho Savings held 12 meetings. No
director of the Company or Neosho Savings 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, 1999.
The Board of Directors of the Company has an Audit/Budget Committee,
consisting of Directors Haas, Genisio and Mills, which is responsible for
developing and monitoring the Company's audit program.
5
<PAGE> 9
The Board selects the Company'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
Neosho Savings's officers regarding financial reporting policies and practices.
The Audit/Budget Committee met one time during the fiscal year ended September
30, 1999.
Neosho Savings 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 Company 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, 1999.
DIRECTORS' COMPENSATION
All of the Directors of the Company currently serve on the Board of
Directors of Neosho Savings. Directors of Neosho Savings currently receive a fee
of $500 per month. No additional compensation is paid for service on the Board
of Directors of the Company.
On May 16, 1997, Neosho Savings 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 Neosho Savings and refrain from business
activities that are competitive or contrary to the interests of Neosho Savings.
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 Company or
Neosho Savings, 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.
6
<PAGE> 10
- --------------------------------------------------------------------------------
EXECUTIVE COMPENSATION
- --------------------------------------------------------------------------------
SUMMARY COMPENSATION TABLE
The following information is furnished for Mr. Butler. No other executive
officer of the Company or its subsidiaries received salary and bonus of $100,000
or more during the year ended September 30, 1999.
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
------------
ANNUAL COMPENSATION AWARDS
---------------------------------- -----------
OTHER RESTRICTED SECURITIES
ANNUAL STOCK UNDERLYING ALL OTHER
NAME AND PRINCIPAL FISCAL COMPENSATION AWARDS OPTIONS COMPENSATION
POSITIONS YEAR SALARY BONUS($) ($) ($) (#) ($)
- -------------------- ---- ------- -------- ------------ ---------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
C.R. Butler 1999 $77,500 $6,000 $6,000(1) -- -- $11,568(2)
President and Chief 1998 74,040 5,250 6,000 -- -- 16,171
Executive Officer 1997 70,942 6,000 6,000 -- -- 17,621
- ---------------------
(1) Consists of directors fees. Does not include the aggregate amount of perquisites and other personal
benefits, which was less than 10% of the total annual salary and bonus reported.
(2) Consists of employer contributions to 401(k) plan of $2,325 and ESOP contribution of $9,243.
</TABLE>
OPTION VALUE AT FISCAL YEAR END
The following table provides information regarding unexercised stock options
for Mr. Butler as of September 30, 1999. Mr. Butler did not exercise any stock
options during the year ended September 30, 1999.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT FISCAL IN-THE-MONEY OPTIONS AT
YEAR-END (#) FISCAL YEAR-END($)(1)
--------------------------- ---------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
C.R. Butler 11,520 7,680 $8,280 $5,520
- ------------------------
(1)Value of unexercised in-the-money stock options equals the market value of
shares covered by in-the-money options on September 30, 1999 less the option
exercise price. Options are in-the-money if the market value of shares
covered by the options is greater than the exercise price.
</TABLE>
7
<PAGE> 11
EMPLOYMENT AGREEMENT
The Company and Neosho Savings have entered into a three-year employment
agreement with Mr. Butler. Under the employment agreement, the current salary
level for Mr. Butler is $79,500, which amount is paid by Neosho Savings 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 employment agreement, the term of the agreement may be extended for an
additional year. The agreement is terminable by the Company and Neosho Savings
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 Company or Neosho Savings. 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 severance payments 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. Section
280G of the Internal Revenue 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 payments in excess of their base compensation, and the
Company would not be entitled to deduct such amount.
The agreement restricts Mr. Butler's right to compete against the Company
and Neosho Savings 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.
SALARY CONTINUATION AGREEMENT
Neosho Savings 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 Neosho
Savings. 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 Neosho
Savings'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 Neosho
Savings. 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 Neosho Savings.
- ------------------------------------------------------------------------------
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
- ------------------------------------------------------------------------------
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's executive officers and directors, and persons who own more than 10% of
any registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the SEC. Executive officers, directors
and greater
8
<PAGE> 12
than 10% stockholders are required by regulation to furnish the Company with
copies of all Section 16(a) reports they file.
Based solely on its review of the copies of the reports it has received
and written representations provided to the Company from the individuals
required to file the reports, the Company believes that each of the Company's
executive officers and directors has complied with applicable reporting
requirements for transactions in NS&L Bancorp common stock during the fiscal
year ended September 30, 1999.
- ------------------------------------------------------------------------------
TRANSACTIONS WITH MANAGEMENT
- ------------------------------------------------------------------------------
Federal regulations require that all loans or extensions of credit to
executive officers and directors of insured financial institutions must be made
on substantially the same terms, including interest rates and collateral, as
those prevailing at the time for comparable transactions with other persons,
except for loans made pursuant to programs generally available to all employees,
and must not involve more than the normal risk of repayment or present other
unfavorable features. Neosho Savings is therefore prohibited from making any new
loans or extensions of credit to executive officers and directors at different
rates or terms than those offered to the general public, except for loans made
pursuant to programs generally available to all employees, and has adopted a
policy to this effect. 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 or her related interests, are in excess of the greater of
$25,000 or 5% of the institution'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.
- ------------------------------------------------------------------------------
PROPOSAL 2 -- RATIFICATION OF AUDITORS
- ------------------------------------------------------------------------------
The Board of Directors has appointed Kirkpatrick, Phillips & Miller, CPAs,
P.C. to be its auditors for the 2000 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.
9
<PAGE> 13
- ------------------------------------------------------------------------------
MISCELLANEOUS
- ------------------------------------------------------------------------------
The Company will pay the cost of this proxy solicitation. The Company will
reimburse brokerage firms and other custodians, nominees and fiduciaries for
reasonable expenses incurred by them in sending proxy materials to the
beneficial owners of NS&L Bancorp common stock. In addition to soliciting
proxies by mail, directors, officers and regular employees of the Company may
solicit proxies personally or by telephone. None of these persons will receive
additional compensation for these activities.
The Company's Annual Report to Stockholders has been mailed to
stockholders of record as of the close of business on December 1, 1999. Any
stockholder who has not received a copy of the Annual Report may obtain a copy
by writing to the Secretary of the Company. 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 COMPANY'S FORM 10-KSB FOR THE FISCAL YEAR ENDED SEPTEMBER
30, 1999, AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, WILL BE
FURNISHED WITHOUT CHARGE TO STOCKHOLDERS OF RECORD AS OF THE CLOSE OF BUSINESS
ON DECEMBER 1, 1999 UPON WRITTEN REQUEST TO CORPORATE SECRETARY, NS&L BANCORP,
INC., NEOSHO, MISSOURI.
- ------------------------------------------------------------------------------
STOCKHOLDER PROPOSALS
- ------------------------------------------------------------------------------
Proposals that stockholders seek to have included in the proxy statement
for the Company's next annual meeting must be received by the Company no later
than August 17, 2000. Any such proposals will be subject to the requirements of
the proxy rules adopted by the Securities and Exchange Commission.
The Company'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. A copy of the Bylaws
may be obtained from the Company.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Dorothy A. LaDue
Dorothy A. LaDue
SECRETARY
Neosho, Missouri
December 15, 1999
10
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NS&L BANCORP, INC.
ANNUAL MEETING OF STOCKHOLDERS
JANUARY 19, 2000
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THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints the George Henry and John D. Mills, with
full power of substitution, to act as proxy for the undersigned, and to vote all
shares of common stock of NS&L Bancorp, Inc. (the "Company") owned of record by
the undersigned at the Annual Meeting of Stockholders, to be held on January 19,
2000, at 3:00 p.m., local time, at the branch office of Neosho Savings and Loan
Association, F.A. at 713 S. Neosho Boulevard, Neosho, Missouri, and at any and
all adjournments thereof, as designated below with respect to the matters set
forth below and described in the accompanying Proxy Statement and, in their
discretion, for the election of a person to the Board of Directors if any
nominee named herein becomes unable to serve or for good cause will not serve
and with respect to any other business that may properly come before the
meeting. Any prior proxy or voting instructions are hereby revoked.
1. The election as directors of all nominees listed (except as marked to
the contrary below).
C.R. Butler Ralph J. Haas
FOR ALL
FOR VOTE WITHHELD EXCEPT
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INSTRUCTION: To withhold your vote for any individual nominee, mark "FOR ALL
EXCEPT" and write that nominee's name in the space provided below.
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2. The ratification of the appointment of Kirkpatrick, Phillips &
Miller, CPAs, P.C. as independent auditors for the Company for the
fiscal year ending September 30, 2000.
FOR AGAINST ABSTAIN
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR"
EACH OF THE LISTED PROPOSALS.
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THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE
SPECIFIED, THIS PROXY WILL BE VOTED "FOR" EACH OF THE PROPOSALS LISTED. IF ANY
OTHER BUSINESS IS PRESENTED AT THE MEETING, INCLUDING WHETHER OR NOT TO ADJOURN
THE MEETING, THIS PROXY WILL BE VOTED BY THE PROXIES IN THEIR BEST JUDGMENT. AT
THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE
PRESENTED AT THE ANNUAL MEETING.
The above-signed acknowledges receipt from the Company prior to the
execution of this proxy of a Notice of Annual Meeting of Stockholders, a Proxy
Statement dated December 15, 1999 and the Annual Report to Stockholders.
Please sign exactly as your name appears on this card. When signing as
attorney, executor, administrator, trustee or guardian, please give your full
title. If shares are held jointly, each holder may sign but only one signature
is required.
Dated:
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STOCKHOLDER SIGN ABOVE
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CO-HOLDER (IF ANY) SIGN ABOVE
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PLEASE COMPLETE, DATE, SIGN AND PROMPTLY MAIL THIS PROXY
IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
