SCHEDULE 14A INFORMATION
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
|_| Confidential, for use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[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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|_| Fee paid previously with preliminary materials.
|_| 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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December 15, 2000
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 17, 2001 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
NS&L Bancorp, Inc.
111 East Main Street
Neosho, Missouri 64850
(417) 451-0429
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
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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 17, 2001, 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, 2001; 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, 2000 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, 2000
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.
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PROXY STATEMENT
OF
NS&L BANCORP, INC.
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ANNUAL MEETING OF STOCKHOLDERS
January 17, 2001
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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. ("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
17, 2001, 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, 2000.
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VOTING AND PROXY PROCEDURE
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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, 2000. As of the close of business on that date, a total of 661,882
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
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voting power with respect to that item and has not received voting instructions
from the beneficial owner.
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. If you wish to
change your voting instructions after you have returned your voting instruction
form to your broker or bank, you must contact your broker or bank.
Participants in Neosho Savings' 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.
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STOCK OWNERSHIP
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The following table provides information as of December 1, 2000 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
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Neosho Savings and Loan Association, F.A. 81,929(1) 12.4%
Employee Stock Ownership Plan
111 East Main Street
Neosho, Missouri 64850
C. R. Butler 41,466(2) 6.1
111 East Main Street
Neosho, Missouri 64850
Jon C. Genisio 35,992(3) 5.4
c/o Jon's Pharmacy
219 South Washington
Neosho, Missouri 64850
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(1) Includes 38,545 shares that have not been allocated to participants'
accounts and 43,384 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) Includes 8,466 shares held under the ESOP, as to which Mr. Butler has
voting power but not investment power, 19,200 shares that may be acquired
within 60 days of December 1, 2000 through the exercise of stock options
and 1,560 shares 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, 2000.
(3) 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, 5,040 shares owned by Mr. Genisio's spouse, 5,138 shares that may
be acquired within 60 days of December 1, 2000 through the exercise of
stock options and 411 shares 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, 2000.
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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, 2000. 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 Options) Exercising Options(1) Outstanding
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C.R. Butler 20,706(2) 20,760 6.1%
Ralph J. Haas 7,643 5,549 2.0
Robert J. Johnson 7,643 5,549 2.0
George A. Henry 20,843(3) 5,549 4.0
Jon C. Genisio 30,443(4) 5,549 5.4
John D. Mills 10,703(5) 5,549 2.4
Larry Neff 22,952(6) --- 3.5
All directors and executive 140,918 71,257 28.9%
officers as a group (10 persons)
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(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, 2000: Mr. Butler, 1,560; Mr. Haas, 411; Mr. Johnson, 411; Mr. Henry,
411; Mr. Genisio, 411; Mr. Mills, 411.
(2) Includes 8,466 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.
(6) Includes 5,080 shares held by a corporation controlled by Mr. Neff and
2,264 shares owned by Mr. Neff's spouse.
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PROPOSAL 1 -- ELECTION OF DIRECTORS
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The Company's Board of Directors consists of seven members. Six 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 approximately
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 Robert J. Johnson
and George A. Henry, 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.
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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.
The Board of Directors recommends a vote "FOR" the election of all of
the nominees.
Information regarding the nominees for election at the annual meeting,
as well as information regarding the directors whose terms expire in 2002 and
2003 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, 2000. 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:
Robert J. Johnson. Mr. Johnson is a retired insurance agent. Age 70.
Director since 1995.
George A. Henry. Mr. Henry is a retired Newton County Circuit Court
Judge. Age 77. Director since 1964.
Directors Continuing in Office
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 58. Director since 1976.
John D. Mills. Mr. Mills is the President of Mills Park Centre
Furniture & Appliance, a retail furniture and appliance dealership in Neosho,
Missouri. Age 50. Director since 1982.
The following directors have terms ending in 2003:
C. R. Butler. Mr. Butler is the President and Chief Executive Officer
of the Company and Neosho Savings. Age 53. Director since 1982.
Ralph J. Haas. Mr. Haas is President of Haas Warehousing, Inc. in
Neosho, Missouri. Age 55. Director since 1990.
Larry Neff. Mr. Neff is the President of Red Carpet Enterprises, Inc.,
a real estate construction, development, management firm. Age 60. Director since
2000.
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, 2000, the Board of Directors of the Company held
eight meetings and the Board of Directors of Neosho Savings held thirteen
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.
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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, 2000.
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. 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'
officers regarding financial reporting policies and practices. The Audit/Budget
Committee met one time during the fiscal year ended September 30, 2000.
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
one time in its capacity as the nominating committee during the year ended
September 30, 2000.
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.
Under Neosho Savings' Director Emeritus Plan, 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.
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EXECUTIVE COMPENSATION
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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 $100,000 or more during the year ended September 30, 2000.
Long-Term
Compensation
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Annual Compensation Awards
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Other Restricted Securities
Annual Stock Underlying All Other
Name and Principal Fiscal Compensation Awards Options Compensation
Positions Year Salary($) Bonus($) ($) (1) ($) (#) ($)
- ------------------------------ ------ ----------- --------- ------------- ---------- ----------- ------------
C.R. Butler................... 2000 $80,300 $5,000 $6,000 -- -- $10,680(2)
President and Chief Executive 1999 77,500 6,000 6,000 -- -- 11,568
Officer 1998 74,040 5,250 6,000 -- -- 16,171
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(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 $2,478 and ESOP
contribution of $8,202.
Option Value at Fiscal Year End
The following table provides information regarding unexercised stock
options for Mr. Butler as of September 30, 2000. Mr. Butler did not exercise any
stock options during the year ended September 30, 2000.
Number of Securities
Underlying Unexercised Value of Unexercised
Options at Fiscal In-the-Money Options at
Name Year-End (#) Fiscal Year-End ($) (1)
- -------------------------- ----------------------------- ----------------------------
Exercisable Unexercisable Exercisable Unexercisable
------------ -------------- ----------- --------------
C.R. Butler............... 15,360 3,840 $0 $0
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(1) Value of unexercised in-the-money stock options equals the market value of
shares covered by in-the-money options on September 30, 2000 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.
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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 $81,900, 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' 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.
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AUDIT COMMITTEE REPORT
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The Audit/Budget Committee of the Board of Directors is responsible for
providing independent, objective oversight of Neosho Savings' independent
auditors, accounting functions and internal controls. The Audit/Budget Committee
is comprised of three directors, all of whom are independent under the National
Association of Securities Dealers' listing standards. The Audit/Budget Committee
acts under a written charter adopted by the Board of Directors, a copy of which
is attached to this proxy statement as Appendix A.
The Audit/Budget Committee reviewed and discussed the annual financial
statements with management and the independent accountants. As part of this
process, management represented to the Audit/Budget Committee that the financial
statements were prepared in accordance with generally accepted accounting
principles. The Audit/Budget Committee also received and reviewed written
disclosures and a letter from the accountants concerning their independence as
required under applicable standards for auditors of public companies. The
Audit/Budget Committee discussed with the accountants the contents of such
materials, the accountant's independence and the additional matters required
under Statement on Auditing Standards No. 61. Based on such review and
discussions, the Audit/Budget Committee recommended that the Board of Directors
include the audited consolidated financial statements in the Company's Annual
Report on Form 10-KSB for the year ended September 30, 2000 for filing with the
Securities and Exchange Commission.
Ralph J. Haas
Jon C. Genisio
John D. Mills
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COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
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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 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, 2000.
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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 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.
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PROPOSAL 2 -- RATIFICATION OF AUDITORS
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The Board of Directors has appointed Kirkpatrick, Phillips & Miller,
CPAs, P.C. to be its auditors for the 2001 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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MISCELLANEOUS
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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 persons
who were stockholders of record as of the close of business on December 1, 2000.
Any stockholder who has not received a copy of the Annual Report may obtain a
copy by writing to the Secretary of the Company.
10
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, 2000, as filed with the Securities and Exchange Commission, will be
furnished without charge to persons who were stockholders of record as of the
close of business on December 1, 2000 upon written request to Corporate
Secretary, NS&L Bancorp, Inc., Neosho, Missouri.
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STOCKHOLDER PROPOSALS
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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, 2001. 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, 2000
11
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NS&L BANCORP, INC.
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CHARTER - AUDIT COMMITTEE
Mission Statement
The committee's role is to assist the board of directors in overseeing
all material aspects of NS&L Bancorp, Inc.'s (the "Company") financial
reporting, internal control, and audit functions, including a particular focus
on the qualitative aspects of financial reporting to stockholders, on compliance
with significant applicable legal, ethical, and regulatory requirements and to
ensure the objectivity of the financial statements. The role also includes
maintenance of strong, positive working relationships with management, external
auditors, counsel, and other committee advisors.
Organization
Committee Composition. The committee shall consist of at least two
board members, a majority of whom shall be independent of management and the
Company. Committee appointments, including selection of the committee
chairperson, shall be approved annually by the full board.
Meetings. The committee shall meet at least quarterly. Additional
meetings shall be scheduled as considered necessary by the committee or
chairperson. A quorum of the committee shall be declared when a majority of the
appointed members of the committee are in attendance.
External Resources. The committee shall be authorized to access
internal and external resources, as the committee requires, to carry out its
responsibilities.
Roles and Responsibilities
Communication with the Board of Directors and Management
o The chairperson and others on the committee shall, to the extent
appropriate, have contact throughout the year with senior management,
the board of directors, external auditors and legal counsel, as
applicable, to strengthen the committee's knowledge of relevant
current and prospective business issues, risks and exposures. This
will include requests by the committee that members of management,
counsel, and the external auditors, as applicable, participate in
committee meetings, as necessary, to carry out the committee's
responsibilities.
o The committee, with input from management and other key committee
advisors, shall develop an annual plan, which shall include an agenda
and procedures for the review of the Company's quarterly financial
data, its year end audit, and the review of the independence of its
accountants.
o The committee, through the committee chairperson, shall report
periodically, as deemed necessary, but at least semi-annually, to the
full board.
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o The committee shall make recommendations to the full board regarding
the compensation to be paid to the external auditors and its views
regarding the retention of the auditors for the upcoming fiscal year.
Review of the External Audit
o The committee shall meet with the external auditors, at least
annually, who shall report all relevant issues to the committee.
o The external auditors, in their capacity as independent public
accountants, shall be responsible to the board of directors and the
audit committee as representatives of the stockholders.
o The committee shall review the annual financial statements, including
the overall scope and focus of the annual audit. This review shall
include a determination of whether the annual financial statements are
consistent with the information known to committee members. This
review shall also include a review of key financial statement issues
and risks, their impact or potential effect on reported financial
information, the processes used by management to address such matters,
related auditor views, and the basis for audit conclusions. Any
important conclusions concerning the year-end audit work shall be
discussed by the committee and reported to the full board well in
advance of the public release of the annual financial statements.
o The committee shall annually review the performance (effectiveness,
objectivity, and independence) of the external auditors. The committee
shall ensure receipt of a formal written statement from the external
auditors consistent with standards set by the Independence Standards
Board. Additionally, the committee shall discuss with the auditor any
relationships or services that may affect auditor objectivity or
independence. If the committee is not satisfied with the auditors'
assurances of independence, it shall take or recommend to the full
board appropriate action to ensure the independence of the external
auditor.
o The committee shall review any important recommendations on financial
reporting, controls, and other matters, and management's response.
o If the external auditors identify significant issues relative to the
overall board responsibility that have been communicated to management
but, in their judgment, have not been adequately addressed, they shall
communicate these issues to the committee, and the committee shall
inform the full board, if, after its consideration, the committee
concurs with the judgement of the external auditors.
Reporting to Stockholders
o The committee should be briefed on the processes used by management in
producing its interim financial statements and review and discuss with
management any questions or issues concerning the statements. Any
important issues on interim financial statements shall be discussed by
the committee well in advance of the public release of the interim
financial statements.
o The committee will ensure that management requires that the external
auditors review the financial information included in the Company's
interim financial statements before the Company files its quarterly
reports with the Securities and Exchange Commission.
o The committee shall review all major financial reports in advance of
filings or distribution, including the annual report.
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o The committee shall annually provide a written summary report of the
scope of its activities. This may be identical to the report that
shall be included within the proxy statement for the annual meeting.
The report shall appear over the names of the audit committee. Such
report shall be furnished to and approved by the full board of
directors prior to its inclusion in the proxy statement. The report
will state whether the committee: (i) has reviewed and discussed the
audited financial statements with management; (ii) has discussed with
the independent auditors the matters to be discussed by Statement of
Auditing Standards No. 61; (iii) has received the written disclosures
and the letter from the independent auditors regarding the
independence required by Independence Standards Board Standard No. 1;
(iv) has discussed with the auditors their independence; and (iv)
based on the review and discussion of the audited financial statements
with management and the independent auditors, has recommended to the
board of directors that the audited financial statements be included
in the Company's annual report on Form 10-KSB.
o The Company shall disclose that the committee is governed by a written
charter, a copy of which has been approved by the full board of
directors. The committee shall review the charter annually, assess its
adequacy and propose appropriate amendments to the full board of
directors. A copy of the charter shall be filed as an appendix to the
proxy statement at least every three years.
Regulatory Examinations
o The committee shall review the results of examinations by regulatory
authorities and management's response to such examinations.
Committee Self Assessment and Education
o The committee shall review, discuss, and assess its own performance as
well as the committee role and responsibilities, seeking input from
senior management, the full board, and others.
o The Committee shall review significant accounting and reporting
issues, including recent professional and regulatory pronouncements
and understand their impact on the Company's business, results of
operation and financial statements.
While the Committee has the responsibilities and powers set forth in
this Charter, it is not the duty of the Committee to plan or conduct audits or
to determine that the Company's financial statements are complete and accurate
and in accordance with generally accepted accounting principles. This is the
responsibility of management and the external auditor. Nor is it the duty of the
Committee to conduct investigations, to resolve disagreements, if any, between
management and the external auditor or to assure compliance with laws and
regulations.
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NS&L BANCORP, INC.
ANNUAL MEETING OF STOCKHOLDERS
January 17, 2000
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THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints the C.R. Butler and Jeff Haas, 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 17,
2001, 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).
Robert J. Johnson George A. Henry
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, 2001.
FOR AGAINST ABSTAIN
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR"
EACH OF THE LISTED PROPOSALS.
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, 2000 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.