September 24, 2001
Dear Fellow Shareholder:
On behalf of the Board of Directors and management of Southern Missouri
Bancorp, Inc., we cordially invite you to attend the 2001 Annual Meeting of
Shareholders. The meeting will be held at 9:00 a.m. local time, on Monday,
October 15, 2001 at the Greater Poplar Bluff Area Chamber of Commerce Building,
1111 West Pine Street, Poplar Bluff, Missouri.
The matters expected to be acted upon at the meeting are described in
the attached proxy statement. In addition, we will report on our progress during
the past year, and entertain your questions and comments.
We encourage you to attend the meeting in person. Whether or not you
plan to attend, however, please read the enclosed proxy statement and then
complete, sign and date the enclosed proxy and return it in the accompanying
postpaid return envelope provided as promptly as possible. This will save us the
additional expense in soliciting proxies and will ensure that your shares are
represented at the annual meeting.
Your Board of Directors and management are committed to the continued
success of Southern Missouri Bancorp, Inc., and the enhancement of your
investment. As President, I want to express my appreciation for your confidence
and support.
Sincerely,
/s/ Greg A. Steffens
Greg A. Steffens
President
SOUTHERN MISSOURI BANCORP, INC.
531 Vine Street
Poplar Bluff, Missouri 63901
(573) 785-1421
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be held on October 15, 2001
Notice is hereby given that the annual meeting of shareholders of
Southern Missouri Bancorp, Inc. will be held at the Greater Poplar Bluff Area
Chamber of Commerce Building, 1111 West Pine Street, Poplar Bluff, on Monday,
October 15, 2001, at 9:00 a.m. local time.
A proxy card and a proxy statement for the annual meeting are enclosed.
The annual meeting is for the purpose of considering and voting on the
following proposals:
Proposal 1. Election of three directors of Southern Missouri Bancorp,
each with a term of three years; and
Proposal 2. Ratification of the appointment of Kraft, Miles & Tatum,
LLC as Southern Missouri Bancorp's independent auditors
for the fiscal year ending June 30, 2002.
Shareholders also will transact such other matters as may properly come before
the annual meeting, or any adjournment or postponement thereof. As of the date
of this notice, we are not aware of any other business to come before the annual
meeting.
The Board of Directors has fixed the close of business on September 14,
2001, as the record date for the annual meeting. This means that shareholders of
record at the close of business on that date are entitled to receive notice of
and to vote at the meeting and any adjournment thereof. To ensure that your
shares are represented at the meeting, please take the time to vote by signing,
dating and mailing the enclosed proxy card which is solicited on behalf of the
Board of Directors. The proxy will not be used if you attend and vote at the
annual meeting in person. Regardless of the number of shares you own, your vote
is very important. Please act today.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Samuel H. Smith
SAMUEL H. SMITH
Secretary
Poplar Bluff, Missouri
September 24, 2001
Important: The prompt return of proxies will save us the expense of further
requests for proxies to ensure a quorum at the annual meeting. A pre-addressed
envelope is enclosed for your convenience. No postage is required if mailed
within the United States.
SOUTHERN MISSOURI BANCORP, INC.
531 Vine Street
Poplar Bluff, Missouri 63901
(573) 785-1421
--------------------
PROXY STATEMENT
--------------------
ANNUAL MEETING OF SHAREHOLDERS
To be held on October 15, 2001
--------------------
Southern Missouri Bancorp, Inc.'s Board of Directors is using this
proxy statement to solicit proxies from the holders of Southern Missouri Bancorp
common stock for use at our annual meeting of shareholders. We are first mailing
this proxy statement and the enclosed form of proxy to our shareholders on or
about September 24, 2001. Certain of the information provided herein relates to
Southern Missouri Bank and Trust, a wholly owned subsidiary of Southern Missouri
Bancorp. Southern Missouri Bank and Trust may also be referred to from time to
time as the "Bank." References to "Southern Missouri Bancorp", "we", "us" and
"our" refer to Southern Missouri Bancorp, Inc. and, as the context requires,
Southern Missouri Bank and Trust.
INFORMATION ABOUT THE ANNUAL MEETING
Time and Place of the Annual Meeting.
Our annual meeting will be held as follows:
Date: October 15, 2001
Time: 9:00 a.m., local time
Place: Greater Poplar Bluff Chamber of Commerce
1111 West Pine Street
Poplar Bluff, Missouri
Matters to be Considered at the Annual Meeting.
At the meeting, shareholders of Southern Missouri Bancorp are being
asked to consider and vote upon the following proposals:
Proposal I. Election of three directors of Southern Missouri
Bancorp, each with a term of three years; and
Proposal II. Ratification of the appointment of Kraft,
Miles & Tatum, LLC as Southern Missouri Bancorp's
independent auditors for the fiscal year ending
June 30, 2002.
The shareholders also will transact any other business that may properly come
before the annual meeting. As of the date of this proxy statement, we are not
aware of any other business to be presented for consideration at the annual
meeting other than the matters described in this proxy statement.
Who is Entitled to Vote?
We have fixed the close of business on September 14, 2001 as the record
date for shareholders entitled to notice of and to vote at the Southern Missouri
Bancorp annual meeting. Only holders of record of Southern Missouri Bancorp
common stock on that record date are entitled to notice of and to vote at the
annual meeting. You are entitled to one vote for each share of Southern Missouri
Bancorp common stock you own. On September 14, 2001, 1,237,580 shares of
Southern Missouri Bancorp common stock were outstanding and entitled to vote at
the annual meeting.
What if My Shares are Held in "Street Name" by a Broker?
If you are the beneficial owner of shares held in "street name" by a
broker, your broker, as the record holder of the shares, is required to vote the
shares in accordance with your instructions. If you do not give instructions to
your broker, your broker may nevertheless vote the shares with respect to
"discretionary" items, but will not be permitted to vote your shares with
respect to "non-discretionary" items, pursuant to current industry practice. In
the case of non-discretionary items, the shares not voted will be treated as
"broker non-votes." Each of the proposals described in this proxy statement is
considered a "discretionary" item under the Nasdaq Stock Market rules.
How Will My Shares of Common Stock Held in the Employee Stock Ownership Plan be
Voted?
We maintain an employee stock ownership plan ("ESOP") which owns 6.61%
of Southern Missouri Bancorp common stock. Employees of Southern Missouri
Bancorp and Southern Missouri Bank and Trust participate in the ESOP. Each ESOP
participant instructs the trustee of the plan how to vote the shares of Southern
Missouri Bancorp common stock allocated to his or her account under the ESOP. If
an ESOP participant properly executes the voting instruction card distributed by
the ESOP trustee, the ESOP trustee will vote the participant's shares in
accordance with the participant's instructions. Shares of Southern Missouri
Bancorp common stock held in the ESOP but not allocated to any participant's
account and allocated shares for which no voting instructions are received from
participants will be voted by the trustees in the same proportion as shares for
which the trustees have received voting instructions.
How Many Shares Must Be Present to Hold the Meeting?
A quorum must be present at the meeting for any business to be
conducted. The presence at the meeting, in person or by proxy, of at least a
majority of the shares of Southern Missouri Bancorp common stock entitled to
vote at the annual meeting as of the record date will constitute a quorum.
Proxies received but marked as abstentions or broker non-votes will be included
in the calculation of the number of shares considered to be present at the
meeting.
What If a Quorum Is Not Present at the Meeting?
If a quorum is not present at the scheduled time of the meeting, a
majority of the shareholders present or represented by proxy may adjourn the
meeting until a quorum is present. The time and place of the adjourned meeting
will be announced at the time the adjournment is taken, and no other notice will
be given unless the adjourned meeting is set to be held after November 14, 2001.
An adjournment will have no effect on the business that may be conducted at the
meeting.
2
Vote Required to Approve Proposal I: Election of Directors.
Directors are elected by a majority of the votes cast, in person or by
proxy, at the annual meeting by holders of Southern Missouri Bancorp common
stock. Pursuant to our Certificate of Incorporation, stockholders are not
permitted to cumulate their votes for the election of directors. Votes may be
cast for or withheld from each nominee. Votes that are withheld and broker
non-votes for a particular nominee will have the same effect as a vote against
the respective nominee. OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU
VOTE "FOR" THE ELECTION OF EACH OF MANAGEMENT'S DIRECTOR NOMINEES.
Vote Required to Approve Proposal II: Election of Our Independent Auditors.
Ratification of the appointment of Kraft, Miles & Tatum, LLC as our
independent auditors for the fiscal year ending June 30, 2002 requires the
affirmative vote of the majority of shares cast, in person or by proxy, at the
annual meeting by holders of Southern Missouri Bancorp common stock. Abstentions
and broker non-votes on the proposal to ratify the appointment of Kraft, Miles &
Tatum, LLC as our independent auditors, will have the same effect as a vote
against the proposal. OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU
VOTE "FOR" THE PROPOSAL TO RATIFY KRAFT, MILES & TATUM LLC AS OUR INDEPENDENT
AUDITORS FOR THE FISCAL YEAR ENDING JUNE 30, 2002.
How Do I Vote at the Annual Meeting?
Proxies are solicited to provide all shareholders of record on the
voting record date an opportunity to vote on matters scheduled for the annual
meeting and described in these materials. Shares of Southern Missouri Bancorp
common stock can only be voted if the shareholder is present in person at the
annual meeting or by proxy. To ensure your representation at the annual meeting,
we recommend you vote by proxy even if you plan to attend the annual meeting.
You can always change your vote at the meeting.
Voting instructions are included on your proxy card. Shares of Southern
Missouri Bancorp common stock represented by properly executed proxies will be
voted by the individuals named on the proxy card in accordance with the
shareholder's instructions. Where properly executed proxies are returned to
Southern Missouri Bancorp with no specific instruction as how to vote at the
annual meeting, the persons named in the proxy will vote the shares "FOR" the
election of each of management's director nominees and "FOR" ratification of the
appointment of Kraft, Miles & Tatum, LLC as our independent auditors for the
fiscal year ending June 30, 2002. Should any other matters be properly presented
at the annual meeting for action, the persons named in the enclosed proxy and
acting thereunder will have the discretion to vote on these matters in
accordance with their best judgment. No other matters are currently expected by
the Board of Directors to be properly presented at the Annual Meeting.
You may receive more than one proxy card depending on how your shares
are held. For example, you may hold some of your shares individually, some
jointly with your spouse and some in trust for your children -- in which case
you will receive three separate proxy cards to vote.
May I Revoke My Proxy?
You may revoke your proxy before it is voted by:
o submitting a new proxy with a later date;
3
o notifying the Corporate Secretary of Southern Missouri Bancorp in
writing before the annual meeting that you have revoked your
proxy; or
o voting in person at the annual meeting.
If you plan to attend the annual meeting and wish to vote in person, we
will give you a ballot at the annual meeting. However, if your shares are held
in the name of your broker, bank or other nominee, you must bring a validly
executed proxy from the nominee indicating that you have the right to vote your
shares.
Proxy Solicitation Costs.
We will pay the cost of soliciting proxies. In addition to this
mailing, our directors, officers and employees may also solicit proxies
personally, electronically or by telephone. We will also reimburse brokers and
other nominees for their expenses in sending these materials to you and
obtaining your voting instructions.
STOCK OWNERSHIP OF SOUTHERN MISSOURI BANCORP COMMON STOCK
Stock Ownership of Directors and Executive Officers and 5% Owners.
The following table sets forth, as of the September 14, 2001 voting
record date, information regarding share ownership of:
o those persons or entities (or groups of affiliated person or
entities) known by management to beneficially own more than five
percent of Southern Missouri Bancorp common stock;
o each director and director nominee of Southern Missouri Bancorp
Inc.;
o each executive officer of Southern Missouri Bancorp named in the
Summary Compensation Table appearing under "Executive
Compensation" below; and
o all current directors and executive officers of Southern Missouri
Bancorp as a group.
The address of each of the beneficial owners, except where otherwise
indicated, is the same address as Southern Missouri Bancorp. An asterisk (*) in
the table indicates that an individual beneficially owns less than one percent
of the outstanding common stock of Southern Missouri Bancorp.
Beneficial ownership is determined in accordance with the rules of the
SEC. In computing the number of shares beneficially owned by a person and the
percentage ownership of that person, shares of common stock subject to
outstanding options that are currently exercisable or exercisable within 60 days
after September 14, 2001 are included in the number of shares beneficially owned
by the person and are deemed outstanding for the purpose of calculating the
person's percentage ownership. These shares, however, are not deemed outstanding
for the purpose of computing the percentage ownership of any other person.
4
Number of Percent of
Shares Common
Beneficially Stock
Beneficial Owners Owned(1) Outstanding
-------------------------------------------------------------------- ------------- -------------
Beneficial Owners of More Than 5%
Southern Missouri Bancorp, Inc. 81,826 6.61%
Employee Stock Ownership Plan Trust(2)
531 Vine Street
Poplar Bluff, Missouri 63901
Donald R. Crandell(3) 92,793 7.50
1815 Zehm Street
Poplar Bluff, Missouri 63901
Jeffrey L. Gendell 99,500 8.04
Tontine Financial partners, L.P.
200 Park Avenue, Suite 300
New York, New York 10166(4)
Directors and Named Executive Officers
Thadis R. Seifert 62,554 5.05
Greg A. Steffens(5) 48,192 3.80
Samuel H. Smith 44,277 3.55
Leonard W. Ehlers(6) 44,277 3.58
James W. Tatum(7) 44,277 3.58
Ronnie D. Black 7,650 *
L. Douglas Bagby 7,650 *
Sammy A. Schalk 13,600 1.09
Directors and executive officers of Southern Missouri 289,413 22.13
Bancorp, Inc. and Southern Missouri Bank and Trust
as a group (9 persons)(8)
-------------------------------------
<FN>
(1) Except as otherwise noted in these footnotes, the nature of beneficial
ownership for shares reported in this table is sole voting and investment
power. Included in the shares beneficially owned by the directors and named
executive officers are options to purchase shares of Southern Missouri
Bancorp common stock as follows: Mr. Steffens - 30,000 shares; Mr. Smith -
10,712 shares; Mr. Black - 5,000 shares; Mr. Bagby - 5,000 shares; and Mr.
Schalk - 5,000 shares.
(2) Represents shares held by the ESOP. Of these shares, 55,730 shares have
been allocated to accounts of participants. Pursuant to the terms of the
ESOP, each ESOP participant has the right to direct the voting of shares of
Southern Missouri Bancorp common stock allocated to his or her account.
(3) Based on information provided by Donald R. Crandell as of September 1,
2001.
(4) As reported by Jeffrey L. Gendell and Tontine Financial Partners L.P. in a
statement dated August 20, 2001 on Schedule 13D under the Securities and
Exchange Act of 1934, as amended.
(5) Includes 2,192 shares allocated to Mr. Steffens' account under the ESOP.
(6) Includes 13,565 shares held solely by Mr. Ehlers' spouse.
(7) Includes 10,000 shares held solely by Mr. Tatum's spouse.
(8) Includes shares held directly, as well as shares held jointly with family
members, shares held in retirement accounts, held in a fiduciary capacity,
held by certain of the group members' families, or held by trusts of which
the group member is a trustee or substantial beneficiary, with respect to
which shares the group member may be deemed to have sole or shared voting
and/or investment powers. This amount also includes options to purchase
70,203 shares of Southern Missouri Bancorp common stock granted to
directors and executive officers.
</FN>
Section 16(a) Beneficial Ownership Reporting Compliance.
Section 16(a) of the Securities Exchange Act of 1934 requires Southern
Missouri Bancorp's directors and executive officers, and persons who own more
than 10% of Southern Missouri Bancorp's common stock to report their initial
ownership of Southern Missouri Bancorp's common stock and any subsequent changes
in that ownership to the SEC. Specific due dates for these reports have been
established by the SEC and Southern Missouri Bancorp is required to disclose in
this proxy statement any late filings or failures to file.
5
Southern Missouri Bancorp is aware of the late filing of a Form 3 for
Sammy A. Schalk related to Mr. Schalk's appointment to the Board of Directors on
October 17, 2000, and of the late filing of a Form 3 for James W. Duncan related
to Mr. Duncan's appointment as Executive Vice President on August 19, 1999.
Except as set forth above, Southern Missouri Bancorp believes, based solely on a
review of the copies of such reports furnished to us and written representations
relative to the filing of certain forms, that no other late reports occurred
during the fiscal year ended June 30, 2001. All other Section 16(a) filing
requirements applicable to our executive officers, directors and greater than
10% beneficial owners were complied with.
PROPOSAL I -- ELECTION OF DIRECTORS
Our Board of Directors consists of eight members. Approximately
one-third of the directors are elected annually to serve for a three-year period
or until their respective successors are elected and qualified.
The table below sets forth information regarding each director of
Southern Missouri Bancorp and each nominee for director, including his age,
position on the board and term of office. The Board of Directors selects
nominees for election as directors. All of our nominees currently serve as
Southern Missouri Bancorp directors. Each nominee has consented to being named
in this proxy statement and has agreed to serve if elected. If a nominee is
unable to stand for election, the Board of Directors may either reduce the
number of directors to be elected or select a substitute nominee. If a
substitute nominee is selected, the proxy holders will vote your shares for the
substitute nominee, unless you have withheld authority. At this time, we are not
aware of any reason why a nominee might be unable to serve if elected. Except as
disclosed in this proxy statement, there are no arrangements or understandings
between any nominee and any other person pursuant to which such nominee was
selected. The Board of Directors recommends you vote "FOR" each of the director
nominees.
Position(s) Held with
Southern Missouri Bancorp, Inc. Director Term to
Name Age(1) and Southern Missouri Bank and Trust Since(2) Expire
---------------------------- ------- ---------------------------------------------------- ------------ ------------
Director Nominees
------------------
Leonard W. Ehlers 82 Director 1961 2004
Thadis R. Seifert 82 Chairman 1971 2004
Sammy A. Schalk 52 Director 2000 2004
Directors Continuing in Office
-------------------------------
Ronnie D. Black 53 Director 1997 2002
James W. Tatum 75 Director 1983 2002
Greg A. Steffens 34 President 2000 2003
Samuel H. Smith 63 Director and Secretary 1988 2003
L. Douglas Bagby 52 Director 1997 2003
---------------------------------
<FN>
(1) At June 30, 2001.
(2) Includes service as a director of Southern Missouri Bank and Trust, except
for Mr. Ehlers who only serves on the Board of Directors of Southern
Missouri Bancorp.
</FN>
6
Set forth below is the principal occupation of each director of
Southern Missouri Bancorp and of each of the nominees for director. All
directors and nominees have held their present positions for at least five years
unless otherwise indicated.
Leonard W. Ehlers. Mr. Ehlers is presently retired. He served as
Official Court Reporter of the 36th Judicial Circuit and owner of Ehlers
Reporting Service for over 39 years. Mr. Ehlers served as Chairman of the Board
of Southern Missouri Bank and Trust from 1994 to 1999. He is currently Vice
Chairman of the Board of Directors of Southern Missouri Bancorp.
Thadis R. Seifert. Mr Seifert is Chairman of Southern Missouri Bancorp.
He is a former Executive Vice President of Southern Missouri Bank and Trust, a
position he held from 1976 to 1985.
Sammy A. Schalk. Mr. Schalk is the President and principal owner of
Gamblin Lumber Company. Mr. Schalk serves on the Municipal Board of Public
Utilities and the advisory committee for the Industrial Technology Department of
the local junior college.
Ronnie D. Black. Mr. Black serves as Executive Director of the General
Association of General Baptists, a position he has held since 1997. Mr. Black
served as Stewardship Foundation Director of the General Association of General
Baptists from 1978 to 1997.
James W. Tatum. Mr. Tatum is presently retired. He is a former member
and partner of Kraft, Miles & Tatum, LLC, an accounting firm, for over 40 years.
He is currently Vice Chairman of the Board of Directors of Southern Missouri
Bank and Trust.
Greg A. Steffens. Mr. Steffens has served as President of Southern
Missouri Bancorp since October 2000. Prior to being elected President, Mr.
Steffens served as Chief Financial Officer of Southern Missouri Bancorp, and
President and Chief Executive Officer of Southern Missouri Bank and Trust.
Before joining Southern Missouri Bancorp, Mr. Steffens was the Chief Financial
Officer of Sho-Me Financial Corporation and 1st Savings Bank from December, 1993
until February, 1998.
Samuel H. Smith. Mr. Smith is currently the Secretary of Southern
Missouri Bancorp and Chairman of the Board of Directors of Southern Missouri
Bank and Trust. He is President, Chief Executive Officer and majority
stockholder of S.H. Smith and Company, Inc., an engineering consulting firm in
Poplar Bluff, Missouri.
L. Douglas Bagby. Mr. Bagby is General Manager of Municipal Utilities
of the City of Poplar Bluff, a position he has held since 1989.
BOARD OF DIRECTORS MEETINGS AND COMMITTEES
Meetings
The Board of Directors of Southern Missouri Bancorp generally meets on
a monthly basis, holding additional special meetings as needed. During fiscal
2001, the Board of Directors of Southern Missouri Bancorp held 12 regular
meetings and no special meetings. Meetings of the Board of Directors of Southern
Missouri Bank and Trust are also generally held on a monthly basis. The Board of
Directors of Southern Missouri Bank and Trust held 12 regular meetings and three
special meetings during fiscal 2001. No director of Southern Missouri Bancorp or
of the Bank attended fewer than 75% of the Board meetings and meetings of the
committees on which they served during the period they were directors.
7
Committees
The Board of Directors of Southern Missouri Bancorp has standing
Executive, Audit, Personnel and Nominating Committees.
The Executive Committee generally acts in lieu of the full Board of
Directors between board meetings. This committee is responsible for formulating
and implementing policy decisions, subject to review by the entire Board of
Directors. The Executive Committee is composed of Directors Steffens, Tatum,
Ehlers and Seifert. The Executive Committee did not meet in fiscal 2001.
The Audit Committee of Southern Missouri Bancorp operates under a
written charter adopted by the full Board of Directors, a copy of which is
attached as Appendix A to this proxy statement. The Audit Committee currently
has seven members, Chairman Tatum and directors Bagby, Black, Ehlers, Schalk,
Seifert and Smith, each of whom is an "independent director" under the National
Association of Securities Dealers' listing standards for the Nasdaq Stock
Market. This committee is responsible for the review of the company's annual
audit report prepared by our independent auditors. The functions of the Audit
Committee include:
o reviewing significant financial information for the purpose of
giving added assurance that the information is accurate and
timely and that it includes all appropriate financial
statement disclosures;
o ascertaining the existence of effective accounting and
internal control systems; and
o overseeing the entire audit function both internal and
independent.
In fiscal 2001, this committee met five times.
The Personnel Committee consists of Directors Seifert (Chairman), Smith
and Bagby. Personnel issues are usually discussed at the monthly Board of
Director meetings. Accordingly, this Committee meets on an as-needed basis to
review promotions and to interview staff at the officer level. This committee
met one time during fiscal 2001.
The entire Board of Directors acts as the Nominating Committee for
selecting nominees for election as directors. While the Board of Directors will
consider nominees recommended by shareholders, it has not actively solicited
nominations. The full Board of Directors met one time in its capacity as
Nominating Committee during the fiscal year ended June 30, 2001.
8
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
The following Report of the Audit Committee of the Board of Directors
shall not be deemed to be soliciting material or to be incorporated by reference
by any general statement incorporating by reference this proxy statement into
any filing under the Securities Act of 1933 or the Securities Exchange Act of
1934, except to the extent Southern Missouri Bancorp specifically incorporates
this Report therein, and shall not otherwise be deemed filed under such Acts.
The Board of Directors has adopted a charter for the Audit Committee,
which charter is attached as Appendix A to this proxy statement. The Audit
Committee has issued the following report with respect to the audited financial
statements of Southern Missouri Bancorp for the fiscal year ended June 30, 2001:
o The Audit Committee has reviewed and discussed with the
Company's management the Company's fiscal 2001 audited
financial statements;
o The Audit Committee has discussed with the Company's
independent auditors (Kraft, Miles & Tatum, LLC) the matters
required to be discussed by Statement on Auditing Standards
No. 61;
o The Audit Committee has received the written disclosures and
letter from the independent auditors required by Independence
Standards Board No. 1 (which relates to the auditors'
independence from the Company and its related entities) and
has discussed with the auditors their independence from the
Company; and
o Based on the review and discussions referred to in the three
items above, the Audit Committee recommended to the Board of
Directors that the fiscal 2001 audited financial statements be
included in the Company's Annual Report on Form 10-KSB for the
fiscal year ended June 30, 2001.
James W. Tatum
L. Douglas Bagby
Ronnie D. Black
Leonard W. Ehlers
Sammy A. Schalk
Thadis R. Seifert
Samuel H. Smith
DIRECTOR COMPENSATION
Fees
Members of Southern Missouri Bancorp's Board of Directors receive a fee
of $900 per month. Non-employee members of the Board of Directors of Southern
Missouri Bank and Trust also receive a fee of $900 per month. Additionally, the
non-employee members of the Board of Directors of SMS Financial Services, Inc.,
a wholly owned subsidiary of Southern Missouri Bank and Trust, receive a fee of
$300 per quarter. Total fees paid to directors of Southern Missouri Bancorp,
Southern Missouri Bank and Trust and SMS Financial Services, Inc. during the
fiscal year ended June 30, 2001 were $153,900.
9
Directors' Retirement Agreements
Effective April 13, 1994, Southern Missouri Bank and Trust entered into
individual retirement agreements with Messrs. Ehlers, Seifert, Smith, Tatum and
the Estate of Robert Seifert, a former director. Southern Missouri Bank and
Trust entered into similar agreements with directors Bagby and Black on October
19, 1999, and with director Schalk on November 20, 2000. These agreements were
entered into in recognition of the directors' past service to the Bank and to
ensure their continued service on the Board. Each agreement provides that,
following a director's termination of service on the Board on or after age 60,
other than termination for cause, the director will receive five annual payments
equal to the product of the cash fees paid to the director during the calendar
year preceding his retirement and the director's vested percentage. The vested
percentage is determined as follows: 50% after five years of service, 75% after
10 years of service, and 100% after 15 years of service. The benefits payable
under the director's retirement agreements are unfunded and unsecured
obligations of Southern Missouri Bank and Trust that is payable solely out of
the general assets of Southern Missouri Bank and Trust.
EXECUTIVE COMPENSATION
Summary Compensation Table.
The following table sets forth summary information concerning
compensation awarded to, earned by or paid to Southern Missouri Bancorp's chief
executive officer. No other executive officer of Southern Missouri Bancorp
earned a salary and bonus in excess of $100,000 for the fiscal year ended June
30, 2001. Mr. Steffens received perquisites and other personal benefits in
addition to salary and bonus during the periods stated. The aggregate amount of
these perquisites and other personal benefits, however, did not exceed the
lesser of $50,000 or 10% of the total of his annual salary and bonus and,
therefore, has been omitted as permitted by the rules of the SEC.
Long Term
Annual Compensation
Compensation(1) Awards
--------------------------------------- -----------------------------
Restricted
Stock Options/ All Other
Name and Principal Salary Bonus Awards SARs Compensation
Position Year ($) ($) ($) (#) ($)
-------------------------------- ---------- -------------- ------------ --------------- ------------- -----------------
Greg A. Steffens 2001 $ 112,244 $ --- $ --- $ --- $15,106(3)
President
2000 103,000 --- --- --- 15,372
1999 94,946 --- 20,250(2) 15,000 ---
-----------
<FN>
(1) All compensation and benefits are paid by the Bank.
(2) Based on the $13.50 closing price per share of the common stock on the
Nasdaq Stock Market on May 18, 1999, the date of grant. Twenty percent
of the restricted shares vested on each of April 13, 2000 and April 13,
2001, and the remaining shares are scheduled to vest in three equal
annual installments on April 13, 2002, 2003 and 2004. Based on the
$14.00 closing price per share of the Common Stock on the Nasdaq Stock
Market on June 29, 2001, the last day the stock was traded in fiscal
2001, the remaining 900 restricted shares held by Mr. Steffens had an
aggregate market value of $12,600 as of June 30, 2001. Mr. Steffens is
entitled to receive all dividends paid on the restricted shares.
(3) Represents contributions made to the ESOP on behalf of Mr. Steffens
totaling $15,106.
</FN>
10
Aggregated Option Exercises in Last Fiscal Year And FY-End Option/SAR Values
Table.
The following table summarizes certain information relating to the
value of options held by Mr. Steffens at June 30, 2001. Value realized upon
exercise is the difference between the fair market value of the underlying stock
on the exercise date and the exercise price of the option. Mr. Steffens did not
exercise any of his options during the fiscal year. The value of an unexercised,
in-the-money option at fiscal year-end is the difference between its exercise
price and the fair market value of the underlying stock on June 30, 2001, which
was $14.00 per share, based on the closing price of Southern Missouri Bancorp
common stock as reported on the Nasdaq National Market on June 29, 2001, the
last trading day in fiscal 2001. These values have not been, and may never be,
realized. These options have not been, and may not ever be, exercised. Actual
gains, if any, on exercise will depend on the value of Southern Missouri Bancorp
common stock on the date of exercise. Unexercisable options are those options
which were not vested as of June 30, 2001.
Number of Securities Value of Unexercised
Shares Underlying Unexercised In-the-Money Options
Acquired on Value Options at FY-End (#) FY-End ($)
Exercise Realized ----------------------------------- --------------------------------
Name (#) ($) Exercisable Unexercisable Exercisable Unexercisable
---------------------- ------------ ---------- ---------------- ----------------- -------------- ----------------
Greg A. Steffens --- $--- 30,000 --- $7,500 $---
Employment Agreement
Mr. Steffens has an employment agreement with Southern Missouri Bank
and Trust. The agreement provides for an annual base salary in an amount not
less than Mr. Steffens' current salary and an initial term of one year. The
agreement also provides for annual extensions of one year on each anniversary of
the effective date of the agreement (i.e., each June 30). The agreement
terminates upon the Mr. Steffens' death, upon Mr. Steffens' termination for
cause, or by Mr. Steffens upon 90 days notice to us.
The employment agreement provides for payment to Mr. Steffens of the
greater of his salary for the remainder of the term of the agreement, or 299% of
his base compensation, in the event there is a "change in control" of Southern
Missouri Bancorp or the Bank, where employment terminates involuntarily in
connection with the change in control or within twelve months thereafter. This
termination payment is subject to reduction by the amount of all other
compensation to the employee deemed for purposes of the Internal Revenue Code of
1986, as amended, to be contingent on a "change in control," and may not exceed
three times the employee's average annual compensation over the most recent five
year period or be non-deductible by the Bank for federal income tax purposes.
For the purposes of the employment agreement, a "change in control" is defined
as any event which would qualify as a change in control under (i) the Home
Owners Loan Act of 1933 with respect to Southern Missouri Bancorp; or (ii) the
Change in Bank Control Act with respect to Southern Missouri Bank and Trust; or
(iii) where the current members of the Board of Directors of either Southern
Missouri Bancorp or Southern Missouri Bank and Trust cease for any reason to
constitute at least a majority thereof. Such events are generally triggered
prior to the acquisition of control of 10% of Southern Missouri Bancorp's common
stock. The agreement also guarantees participation in an equitable manner in
employee benefits applicable to executive personnel.
11
Based on his current compensation, if Mr. Steffens was terminated as of
June 30, 2001, under circumstances entitling him to severance pay as described
above, he would have been entitled to receive a lump sum cash payment of
approximately $280,000.
PROPOSAL II -- RATIFICATION OF THE APPOINTMENT
OF INDEPENDENT AUDITORS
The Board of Directors has renewed Southern Missouri Bancorp's
arrangement for Kraft, Miles & Tatum, LLC to be its auditors for the fiscal year
ended June 30, 2002, subject to the ratification of Southern Missouri Bancorp's
shareholders. A representative of Kraft, Miles & Tatum, LLC is expected to
attend the annual meeting to respond to appropriate questions and will have an
opportunity to make a statement if he or she so desires.
Audit Fees
Aggregate fees billed by Kraft, Miles & Tatum, LLC for professional
services rendered for the audit of Southern Missouri Bancorp's financial
statements for fiscal 2001 and the review of the financial statements included
in the Southern Missouri Bancorp's quarterly reports on Form 10-QSB for the
fiscal year were $34,215.
All Other Fees
Other than audit fees, the aggregate fees billed to Southern Missouri
Bancorp by Kraft, Miles & Tatum, LLC for fiscal 2001 were $25,396. Southern
Missouri Bancorp did not incur any fees related to financial information systems
design and implementation.
The Audit Committee of the Board of Directors has considered whether
the providing of all non-auditing services (and the aggregate fees billed for
such services) in fiscal year 2001 by Kraft, Miles & Tatum, LLC, the principal
independent auditors, is compatible with maintaining the principal auditors'
independence.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR"
RATIFICATION OF KRAFT, MILES & TATUM, LLC AS SOUTHERN MISSOURI BANCORP'S
AUDITORS FOR THE FISCAL YEAR ENDING JUNE 30, 2002.
CERTAIN TRANSACTIONS
Like many financial institutions, Southern Missouri Bank and Trust has
followed a policy of granting loans to our officers, directors and employees on
the security of their primary residences and also of granting consumer loans to
such persons. We have never granted loans to directors and executive officers on
preferred terms. In accordance with the requirements of applicable law, loans to
executive officers and directors of the Southern Missouri Bancorp and Southern
Missouri Bank and Trust are made on substantially the same terms, including
interest rates, fees and collateral, as those prevailing at the time for
comparable transactions with other persons, and in the opinion of management do
not involve more than the normal risk of collectibility or present other
unfavorable features. At June 30, 2001, loans to directors and executive
officers totaled $1,585,233.
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FINANCIAL STATEMENTS
Southern Missouri Bancorp's annual report to shareholders, including
financial statements, has been mailed to all shareholders of record as of the
close of business on the record date. Any shareholder who has not received a
copy of the annual report may obtain a copy by writing to the Secretary of
Southern Missouri Bancorp. The annual report is not to be treated as part of the
proxy solicitation material or as having been incorporated herein by reference.
In addition, a copy of Southern Missouri Bancorp's annual report on
Form 10-KSB for the fiscal year ended June 30, 2001, is available to each record
and beneficial owner of Southern Missouri Bancorp's common stock without charge
upon written request to the Corporate Secretary, Southern Missouri Bancorp,
Inc., 531 Vine Street, Poplar Bluff, Missouri, 63901.
SHAREHOLDER PROPOSALS
In order to be eligible for inclusion in Southern Missouri Bancorp's
proxy materials for next year's annual meeting of shareholders, any shareholder
proposal to take action at such meeting must be received at Southern Missouri
Bancorp's main office at 531 Vine Street, Poplar Bluff, Missouri, no later than
May 27, 2002. Any such proposals shall be subject to the requirements of the
proxy rules adopted under the Securities and Exchange Act of 1934, as amended.
If a proposal does not meet the above requirements for inclusion in the
Corporation's proxy materials, but otherwise meets the Corporation's eligibility
requirements to be presented at the next annual meeting of shareholders, the
persons named in the enclosed form of proxy and acting thereon will have the
discretion to vote on any such proposal in accordance with their best judgment
if the proposal is received at the Corporation's main office no later than
August 12, 2002.
ANNUAL REPORTS
A copy of the Form 10-KSB as filed with the Securities and Exchange
Commission will be furnished without charge upon written request to Samuel H.
Smith, Secretary, Southern Missouri Bancorp, Inc., 531 Vine Street, Poplar
Bluff, Missouri 63901.
OTHER MATTERS
We are not aware of any business to come before the annual meeting
other than those matters described in this proxy statement. However, if any
other matter should properly come before the meeting, it is intended that
holders of the proxies will act in accordance with their best judgment.
13
APPENDIX A
SOUTHERN MISSOURI BANCORP, INC.
AUDIT COMMITTEE CHARTER
Committee Role
The Audit Committee is appointed by the Board of Directors to oversee all
aspects of the Bank's financial reporting, control and audit functions, except
those specifically related to the responsibilities of another standing committee
of the Board. The Audit Committee's role is to review and monitor the adequacy
of corporate financial reporting, accounting systems and controls; to help
ensure that the Bank prepares externally distributed financial statements that
are complete, accurate and in accordance with generally accepted accounting
principles consistently applied; and to help ensure compliance with the Bank's
internal policies, standards of business conduct and external regulatory
requirements.
The Audit Committee and any of its members shall, if requested by them, be given
full access to any and all information within the custody or control of the
Bank, including, without limitation, information known to any of its officers,
employees, consultants, legal counsel, independent auditors or any other member
of the Board of Directors. The Audit Committee will encourage full and free
interchange among the Bank's Board of Directors, President, Chief Financial
Officer, other Bank executives and the independent auditors as the Audit
Committee deems appropriate. The Committee shall have access to its own counsel
and other advisors at the Committee's sole discretion and it shall be authorized
to access internal and external resources, as it requires, to carry out its
responsibilities.
In carrying out its responsibilities, the Audit Committee believes its policies
and procedures should remain flexible in order to best react to changing
conditions and to help ensure to the Directors and shareholders that the
corporate accounting and reporting practices of the Bank meet the applicable
requirements and are of high quality.
Committee Membership
The Audit Committee shall consist of at least three of the Company's outside
directors who should be (1) independent; (2) have the ability to read and
understand fundamental financial statements, including the Bank's balance sheet,
income statement, statement of cash flows, and key performance indicators; and
(3) have the ability to understand key business and financial risks and related
controls and control processes. At least one member should have past employment
experience in finance or accounting, requisite professional certification in
accounting, or other comparable experience or background which results in the
individual's financial sophistication, including being or having been a chief
executive officer, chief financial officer or other senior officer with
financial oversight responsibilities. Notwithstanding the above, one director
who is not independent and is not a current employee or immediate family member
of such employee may be a member of the Audit Committee if (1) the Board of
Directors determines that membership is required by the best interests of the
Bank and its shareholders, and (2) the Board of Directors discloses, in the
annual proxy statement subsequent to such determination, the nature of the
relationship and the reasons for that determination.
Committee Responsibilities
The Audit Committee's specific responsibilities are to:
o Recommend selection of the independent auditors to audit the financial
statements of the Bank for the fiscal year. The Committee is also
responsible for evaluation and replacement of the independent auditors, as
appropriate.
o Ensure that the independent auditors are ultimately accountable to the
Board of Directors and Audit Committee.
o Require an annual written statement by the independent auditors confirming
their independence, assess the impact and extent of non-audit services they
are providing and provide oversight responsibility for the annual audit.
o Review the annual audit plan, and changes to it, with the independent
auditors and Bank management.
A-1
o Review the results of the annual audit with the independent auditors and
Bank management, and review:
1. The Bank's annual financial statement and related footnotes;
2. The quality and appropriateness of the Bank's accounting principles as
applied to its financial reporting;
3. Changes in accounting principles or practices that had or are expected
to have a significant effect on the financial statements;
4. Adjustments to the financial statements recommended by the independent
auditors;
5. Uncorrected misstatements aggregated by the independent auditors that
are determined by management to be immaterial, both individually and
in the aggregate, to the financial statements taken as a whole;
6. Significant audit findings during the year and management's responses
thereto; and
7. Other matters required by the independent auditors to be communicated
to the Audit Committee.
o Recommend to the Board of Directors that the audited financial statements
be included in the Company's Form 10-KSB for the last fiscal year.
o Review, in consultation with management and the independent auditors, the
effectiveness and adequacy of the Bank's processes and internal controls
relating to finance and accounting, financial reporting and information
systems.
o Inquire of management and the independent auditors regarding significant
risks or exposures and assess the steps management has taken to minimize
such risks to the Company.
o Investigate, when deemed necessary, potential improprieties or known
improprieties in the Company's operations.
o Recommend to the Board of Directors, when deemed advisable, that the
independent auditors engage in specific studies regarding auditing matters,
accounting procedures and other matters.
o Review with Company counsel and tax executives, the legal and regulatory
matters that may have a material impact on the Company's financial
statements.
o Convene at least four times each fiscal year and report the Audit
Committee's activities to the Board at least annually. Some or all of these
meetings may include meeting with the Company's management and with the
independent auditors to discuss any issues arising from the Committee's
responsibilities.
o Meet with the independent auditors at least annually in separate private
sessions to discuss any matters that the Committee or the independent
auditors believe should be discussed with the Committee. The independent
auditors or legal counsel may, at any time, request and cause to be
convened a meeting with the Audit Committee or Audit Committee Chairperson,
with or without management attendance.
o Include a report of the Audit Committee in the proxy statement relating to
the Company's annual shareholders' meeting. The report should report on the
matters then currently required by the SEC.
o Review quarterly earnings results prior to the Company's earnings release,
or, if not practical, prior to filing its quarterly Form 10-QSB with the
Securities and Exchange Commission. The Chairperson may represent the
entire Committee for purposes of this review.
o Annually review and reassess the adequacy of the Audit Committee Charter
and ensure it is included as an appendix to the Company's proxy statement
at least once every three years.
A-2
REVOCABLE PROXY
SOUTHERN MISSOURI BANCORP, INC.
ANNUAL MEETING OF SHAREHOLDERS
October 15, 2001
The undersigned hereby appoints Thadis R. Seifert, James W. Tatum, and
Ronnie D. Black 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 Southern Missouri Bancorp, Inc. which the
undersigned is entitled to vote at the Annual Meeting of Shareholders
("Meeting"), to be held at the Greater Poplar Bluff Area Chamber of Commerce
Building, 1111 West Pine Street, Poplar Bluff, Missouri, on Monday, October 15,
2001, at 9:00 a.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).
Leonard W. Ehlers
Thadis R. Seifert
Sammy A. Schalk
INSTRUCTION: To withhold your vote for
any individual nominee, write that nominee's
name on the line below.
----------------------------------
VOTE
FOR AGAINST ABSTAIN
2. The ratification of the appointment
of Kraft, Miles & Tatum, LLC as auditors _____ ______ ______
of the Corporation for the fiscal year
ending June 30, 2001.
3. Such other matters that may properly come before the
Meeting or any adjournments thereof.
The Board of Directors recommends a vote "FOR" the above proposals.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS
PROXY WILL BE VOTED FOR THE PROPOSITIONS STATED. IF ANY OTHER BUSINESS IS
PRESENTED AT SUCH MEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED IN THIS PROXY
IN THEIR BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO
OTHER BUSINESS TO BE PRESENTED AT THE MEETING.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Should the undersigned be present and elect to vote at the Meeting or
at any adjournment thereof and after notification to the Secretary of the
Corporation at the Meeting of the shareholder'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 notice of the Meeting, a proxy statement dated
September 24, 2001 and the 2001 Annual Report to Shareholders.
Dated: _________________________, 2001
-------------------------------- ---------------------------------
PRINT NAME OF SHAREHOLDER PRINT NAME OF SHAREHOLDER
-------------------------------- ---------------------------------
SIGNATURE OF SHAREHOLDER SIGNATURE OF SHAREHOLDER
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, only one signature is required.
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED
POSTAGE-PREPAID ENVELOPE.