EXHIBIT 99.5
Prospectus Supplement
Interests in
CLAY COUNTY SAVINGS BANK
EMPLOYEES' SAVINGS & PROFIT SHARING PLAN
and
Offering of Up to 61,244 Shares of
CCSB FINANCIAL CORP.
Common Stock
In connection with Clay County Savings & Loan Association's conversion,
CCSB Financial Corp. is allowing participants in the Clay County Savings Bank
Employees' Savings & Profit Sharing Plan (the "Plan") to invest all or a portion
of their accounts in the common stock of CCSB Financial Corp. (the "Common
Stock"). As part of the conversion, Clay County Savings & Loan Association will
change its name to "Clay County Savings Bank." "Clay County Savings & Loan
Association" and "Clay County Savings Bank" will be referred to as "Clay County
Savings" hereafter in this prospectus supplement. Based upon the value of the
Plan assets at June 30, 2002, the trustee of the Plan could purchase up to
61,244 shares of the Common Stock, assuming a purchase price of $10.00 per
share. This prospectus supplement relates to the initial election of Plan
participants to direct the trust of the Plan to invest all or a portion of their
Plan accounts in the CCSB Financial Corp. Stock Fund at the time of the
conversion.
The CCSB Financial Corp. prospectus, dated November [ ], 2002, is
attached to this prospectus supplement. It contains detailed information
regarding the conversion of Clay County Savings, CCSB Financial Corp. common
stock and the financial condition, results of operations and business of Clay
County Savings. This prospectus supplement provides information regarding the
Plan. You should read this prospectus supplement together with the prospectus
and keep both for future reference.
__________________________________
For a discussion of risks that you should consider, see "Risk Factors"
beginning on page __ of the prospectus.
The interests in the Plan and the offering of the Common Stock have not
been approved or disapproved by the Office of Thrift Supervision, the Securities
and Exchange Commission or any other Federal or state agency. Any representation
to the contrary is a criminal offense.
The securities offered in this prospectus supplement are not deposits
or accounts and are not insured or guaranteed by the Federal Deposit Insurance
Corporation or any other Government agency.
This prospectus supplement may be used only in connection with offers
and sales by CCSB Financial Corp. of interests or shares of Common Stock
pursuant to the Plan. No one may use this prospectus supplement to reoffer or
resell interests or shares of Common Stock acquired through the Plan.
You should rely only on the information contained in this prospectus
supplement and the attached prospectus. CCSB Financial Corp., Clay County
Savings and the Plan have not authorized anyone to provide you with information
that is different.
This prospectus supplement does not constitute an offer to sell or
solicitation of an offer to buy any securities in any jurisdiction to any person
to whom it is unlawful to make an offer or solicitation in that jurisdiction.
Neither the delivery of this prospectus supplement and the prospectus nor any
sale of Common Stock shall under any circumstances imply that there has been no
change in the affairs of Clay County Savings or the Plan since the date of this
prospectus supplement, or that the information contained in this prospectus
supplement or incorporated by reference is correct as of any time after the date
of this prospectus supplement.
The date of this prospectus supplement is ________[ ], 2002
TABLE OF CONTENTS
THE OFFERING ........................................................................ i
Securities Offered ................................................................. i
Election to Purchase Common Stock in The Offering: ................................. i
Priorities ......................................................................... i
Value of Plan ...................................................................... ii
Election to Purchase Common Stock in the Conversion of Clay County Savings ......... ii
Method of Directing Transfer ....................................................... iii
Time for Directing Transfer ........................................................ iii
Irrevocability of Transfer Direction ............................................... iv
Direction to Purchase Common Stock ................................................. iv
Voting Rights of Common Stock ...................................................... iv
DESCRIPTION OF THE PLAN ............................................................. 1
Introduction ....................................................................... 1
Eligibility and Participation ...................................................... 1
Contributions Under the Plan ....................................................... 2
Limitations on Contributions ....................................................... 2
Benefits Under the Plan ............................................................ 2
Withdrawals and Distributions from the Plan ........................................ 3
Investment of Contributions and Account Balances ................................... 4
Performance History ................................................................ 5
Investment in Common Stock of CCSB Financial Corp. ................................. 9
Administration of the Plan ......................................................... 10
Amendment and Termination .......................................................... 10
Merger, Consolidation or Transfer .................................................. 11
Federal Income Tax Consequences .................................................... 11
Additional Employee Retirement Income Security Act ("ERISA") Considerations ........ 12
Securities and Exchange Commission Reporting and Short-Swing Profit Liability ...... 13
Financial Information Regarding Plan Assets ........................................ 13
LEGAL OPINION ....................................................................... 13
Statement of Net Assets Available for Benefits ..................................... 14
Statement of Changes in Net Assets Available For Plan Benefits ..................... 15
THE OFFERING
Securities Offered CCSB Financial Corp. is offering participation interests
in the Clay County Savings Bank Employees' Savings &
Profits Sharing Plan (the "Plan"). The participation
interests represent indirect ownership of CCSB Financial
Corp.'s common stock through the Plan. Assuming a
purchase price of $10 per share, the Plan may acquire up
to 61,244 shares of CCSB Financial Corp. common stock in
the offering for the CCSB Financial Corp. Stock Fund.
Only employees of Clay County Savings may become
participants in the Plan. The common stock of CCSB
Financial Corp. to be issued hereby is conditioned on
the consummation of the conversion. Your investment in
the common stock of CCSB Financial Corp. through the
Plan in the offering is subject to the purchase
priorities contained in the plan of conversion of Clay
County Savings.
Information with regard to the Plan is contained in this
prospectus supplement and information with regard to the
financial condition, results of operations and business
of Clay County Savings is contained in the attached
prospectus. The address of the principal executive
office of Clay County Savings is 1178 West 152 Highway,
Liberty, Missouri 64068.
Election to Purchase In connection with the conversion and stock offering,
Common Stock in The you may elect to transfer all or part of your account
Offering: balances in the Plan to the CCSB Financial Corp. Stock
Priorities Fund, to be used to purchase common stock issued in the
offering. All Plan participants are eligible to direct a
transfer of funds to the CCSB Financial Corp. Stock
Fund. However, such directions are subject to the
purchase priorities in the plan of conversion of Clay
County Savings which are (1) eligible account holders,
(2) tax-qualified employee benefit plans of Clay County
Savings, including the employee stock ownership plan
which we intend to adopt, (3) supplemental eligible
account holders, and (4) other members. An eligible
account holder is a depositor whose deposit account(s)
totaled $50.00 or more on December 31, 2000. A
supplemental eligible account holder is a depositor
whose deposit account(s) totaled $50.00 or more on
September 30, 2002. Other members are depositors and
borrowers as of ___________, 2002. If you fall into
subscription offering categories (1), (3) or (4), you
have subscription rights to purchase shares of CCSB
Financial Corp. common stock in the subscription
offering and you may use funds in the Plan account to
pay for the shares of CCSB Financial Corp. common stock
which you are eligible to purchase. You may also be able
to purchase shares of CCSB Financial Corp. common stock
in the subscription offering even though you are unable
to purchase through subscription offering categories
(1), (3) or (4), if
Clay County Savings determines to allow the Plan to
purchase shares through subscription offering category
(2), reserved for its tax-qualified employee plans,
including the employee stock ownership plan. The trustee
of the CCSB Financial Corp. Stock Fund will purchase
common stock in accordance with your directions. No
later than the closing date of the subscription offering
period, the amount that you elect to transfer from your
existing account balances for the purchase of common
stock in the offering will be removed from your existing
accounts and transferred to an interest bearing account
pending the closing of the offering. At the close of the
offering, and subject to a determination as to whether
all or any portion of your order may be filled (based on
your purchase priority and whether the offering is
oversubscribed), all or a portion of the amount that you
have transferred to purchase stock in the offering will
be applied to the common stock purchase.
In the event the offering is oversubscribed, i.e. there
are more orders for common stock than shares available
for sale in the offering, and the trustee is unable to
use the full amount allocated by you to purchase common
stock in the offering, the amount that cannot be
invested in common stock will be reinvested in the
investment funds of the Plan. The amount that cannot be
applied to the purchase of common stock in the offering
and any interest your account earned pending investment
in common stock will be reinvested in accordance with
your then existing investment election (in proportion to
your investment direction for future contributions). If
you fail to direct the investment of your account
balances towards the purchase of any shares in
connection with the offering, your account balances will
remain in the investment funds of the Plan as previously
directed by you.
Value of Plan Assets As of June 30, 2002, the market value of the assets of
the Plan was approximately $634,888 of which $612,440 is
eligible to purchase common stock in the offering. The
Plan administrator informed each participant of the
value of his or her account balance under the Plan as of
July 15, 2002.
Election to Purchase In connection with the conversion of Clay County
Common Stock in the Savings, the Plan will permit you to direct the trustee
Conversion of Clay to transfer all or part of the funds which represent
County Savings your current beneficial interest in the assets of the
Plan (in increments of $10) to the CCSB Financial Corp.
Stock Fund. The trustee of the Plan will subscribe for
CCSB Financial Corp. common stock offered for sale in
connection with the conversion of Clay County Savings,
in accordance with each participant's direction. The
trustee will pay $10.00 per share, which will be the
same price paid by all other persons who purchase shares
in the offering.
ii
If you elect to transfer a dollar amount from a
particular fund and, at the time that the transfer is
made, you do not have a sufficient dollar amount in that
fund to process your entire election due to market
fluctuation, the trustee will withdraw up to 100% of
your balance in that fund (rounded down to the nearest
$10 increment) and apply only the amount withdrawn to
the purchase of stock for your account.
Method of Directing You will receive a Change of Investment Allocation Form
Transfer on which you can elect to transfer all or a portion of
your account balance in the Plan (in increments of $10)
to the CCSB Financial Corp. Stock Fund for the purchase
of stock in the offering. If you wish to use all or part
of your account balance in the Plan to purchase common
stock issued in the offering, you should indicate that
decision on the Change of Investment Allocation Form. If
you do not wish to make an election at this time, you do
not need to take any action.
Time for Directing If you wish to purchase common stock with your Plan
Transfer account balances, you must return your Change of
Investment Election Form to Deborah A. Jones, a
representative of the Plan administrator, Clay County
Savings Bank, 1178 West 152 Highway, Liberty, Missouri
64068. Your Change of Investment Election Form must be
received by Deborah A. Jones no later than 12 noon on
___________________ __, 2002, if you wish to purchase
stock in the offering.
Investing in the You are not able to purchase common stock in CCSB
Offering With Funds in Financial Corp. in the offering through the Personal
the Personal Choice Choice Retirement Account. You will only be able to
Retirement Account purchase common stock in the offering by electing to
transfer all or a portion of your account balance in the
Plan to the CCSB Financial Corp. Stock Fund. If you have
funds in the Personal Choice Retirement Account that you
wish to use to purchase common stock in the offering,
you must first liquidate that portion of your funds in
the Personal Choice Retirement Account and transfer the
liquidated portion to another investment option in the
Plan. Such a transfer must be made directly through
Charles Schwab and Company, and must occur before we can
honor your Change of Investment Allocation Form. Because
this process involves three steps, i.e., first
liquidating the Personal Choice Retirement Account
assets and moving them into a Charles Schwab Money
Market Account, then transferring from the Charles
Schwab Money Market Account to another investment fund
in the Plan, you will need to contact Charles Schwab and
Company to liquidate the amount you wish to transfer at
least five (5) business days before you return your
Change of Investment Election Form.
iii
The amount you elect to transfer from a fund listed on
the Change of Investment Election Form must be in that
fund when your Change of Investment Election Form is
returned to the person designated above under "Time for
Directing Transfer" or your Change of Investment
Election Form may not be processed.
Irrevocability of You may not change your special election to transfer
Transfer Direction amounts credited to your account in the Plan to the CCSB
Financial Corp. Stock Fund for the purchase of stock in
the offering. Your election is irrevocable until after
the offering has concluded.You will, however, continue
to have the ability to transfer amounts not directed
towards the purchase of stock in the offering amongst
all of the other investment funds on a daily basis.
Direction to Purchase You will be able to purchase stock after the offering
Common Stock through your investment in the CCSB Financial Corp.
Stock Fund. You may direct that your future
contributions or your account balance in the Plan be
transferred to the CCSB Financial Corp. Stock Fund.
After the offering, the trustee of the Plan will acquire
common stock in open market transactions at the
prevailing price. You may change your investment
allocation on a daily basis. Special restrictions may
apply to transfers directed to and from the CCSB
Financial Corp. Stock Fund by the participants who are
subject to the provisions of section 16(b) of the
Securities Exchange Act of 1934, as amended, relating to
the purchase and sale of securities by officers,
directors and principal shareholders of CCSB Financial
Corp.
Voting Rights of Common The Plan provides that you may direct the trustee as to
Stock how the trustee should vote any shares of CCSB Financial
Corp. common stock held by the CCSB Financial Corp.
Stock Fund and credited to your account. If the trustee
does not receive your voting instructions, Clay County
Savings can direct the trustee to vote your shares in
the same manner as the shares of common stock for which
instructions were given. All voting instructions will be
kept confidential.
iv
DESCRIPTION OF THE PLAN
Introduction
Clay County Savings Bank (formerly Clay County Savings and Loan
Association) adopted a multiple-employer defined contribution plan (the
"Financial Institutions Thrift Plan") effective November 1, 1995. Clay County
Savings Bank withdrew from the Financial Institutions Thrift Plan and adopted
the Clay County Savings Bank Employees' Savings and Profit Sharing Plan, a
single-employer plan, effective November 1, 2002, (also referred to as the
"Plan") in order to permit the investment of Plan assets in common stock. The
Plan is a tax-qualified plan with a cash or deferred compensation feature
established in accordance with the requirements under Section 401(a) and Section
401(k) of the Internal Revenue Code of 1986, as amended (the "Code").
Clay County Savings intends that the Plan, in operation, will comply
with the requirements under Section 401(a) and Section 401(k) of the Code. Clay
County Savings will adopt any amendments to the Plan that may be necessary to
ensure the continuing qualified status of the Plan under the Code and applicable
Treasury Regulations.
Employee Retirement Income Security Act ("ERISA"). The Plan is an
"individual account plan" other than a "money purchase pension plan" within the
meaning of ERISA. As such, the Plan is subject to all of the provisions of Title
I (Protection of Employee Benefit Rights) and Title II (Amendments to the Code
Relating to Retirement Plans) of ERISA, except to the funding requirements
contained in Part 3 of Title I of ERISA which by their terms do not apply to an
individual account plan (other than a money purchase plan). The Plan is not
subject to Title IV (Plan Termination Insurance) of ERISA. The funding
requirements contained in Title IV of ERISA are not applicable to participants
or beneficiaries under the Plan.
Reference to Full Text of Plan. The following portions of this
prospectus supplement summarize certain provisions of the Plan. They are not
complete and are qualified in their entirety by the full text of the Plan.
Copies of the Plan are available to all employees by filing a request with the
Plan administrator c/o Clay County Savings Bank, 1178 West 152 Highway, Liberty,
Missouri 64068. You are urged to read carefully the full text of the Plan.
Eligibility and Participation
You are eligible to become a participant in the Plan on the first day
of the month following completion of three months of employment during which you
have completed at least 250 hours of service with Clay County Savings. The Plan
year is January 1, to December 31 (the "Plan Year").
As of June 30, 2002, there were approximately 31 employees eligible to
participate in the Plan and 30 employees participating by making elective
deferral contributions.
Contributions Under the Plan
401(k) Plan Contributions. You are permitted to defer on a pre-tax
basis up to 50% of your annual Plan Salary (expressed in terms of whole
percentages), subject to certain restrictions imposed by the Code, and to have
that amount contributed to the Plan on your behalf. For purposes of the Plan,
"Plan Salary" means your total taxable salary as reported on your Form W-2
(exclusive of any compensation deferred from a prior year). In addition, any
pre-tax contributions you made to a 401(k) plan or Section 125 cafeteria plan
are also included in Plan Salary. In 2002, the annual Plan Salary of each
participant taken into account under the Plan is limited to $200,000. (Limits
established by the Internal Revenue Service are subject to increase pursuant to
an annual cost-of-living adjustment, as permitted by the Code). You may elect to
modify the amount contributed to the Plan by filing a new elective deferral
agreement with the Plan administrator at the beginning of any contribution
reporting period.
Employer Matching Contributions. Clay County Savings makes matching
contributions to the Plan equal to 50% of the elective deferral contributions,
with a maximum matching contribution of 6% of your Plan Salary for the Plan
Year.
Limitations on Contributions
Limitations on Employee Salary Deferrals. For the Plan Year beginning
January 1, 2002, the amount of your before-tax contributions may not exceed
$11,000 per calendar year. This amount is increased in $1,000 increments through
2006 and thereafter may be adjusted periodically by law, based on changes in the
cost of living. Contributions in excess of this limit are known as excess
deferrals. If you defer amounts in excess of this limitation, your gross income
for Federal income tax purposes will include the excess in the year of the
deferral. In addition, unless the excess deferral is distributed before April 15
of the following year, it will be taxed again in the year distributed. Income on
the excess deferral distributed by April 15 of the immediately succeeding year
will be treated, for Federal income tax purposes, as earned and received by you
in the tax year in which the contribution is made.
Limitation on Plan Contributions for Highly Compensated Employees.
Special provisions of the Code limit the amount of employee deferrals and
employer matching contributions that may be made to the Plan in any year on
behalf of highly compensated employees, in relation to the amount of employee
deferrals and employer matching contributions made by or on behalf of all other
employees eligible to participate in the Plan. A highly compensated employee
includes any employee who (1) was a 5% owner of CCSB Financial Corp. at any time
during the current or preceding year, or (2) had compensation for the preceding
year of more than $85,000 and, if CCSB Financial Corp. so elects, was in the top
20% of employees by compensation for the preceding year. The dollar amounts in
the foregoing sentence may be adjusted annually to reflect increases in the cost
of living. If these limitations are exceeded, the level of deferrals by highly
compensated employees may have to be adjusted.
Benefits Under the Plan
Vesting. At all times, you have a fully vested, nonforfeitable interest
in your 401(k) Account and your Regular Account.
2
Withdrawals and Distributions from the Plan
Applicable Federal law requires the Plan to impose substantial
restrictions on the right of a Plan participant to withdraw amounts held for his
or her benefit under the Plan prior to the participant's termination of
employment with Clay County Savings. A substantial Federal tax penalty may also
be imposed on withdrawals made prior to the participant's attainment of age 50
1/2, regardless of whether such a withdrawal occurs during his or her employment
with Clay County Savings or after termination of employment.
Withdrawals Prior to Termination of Employment.
. Withdrawal from the Regular Account. You may make not more than
one voluntary withdrawal from your Regular Account in a calendar
year, unless it is limited to your own contributions, if any, made
prior to January 1, 1987, without earnings. No partial withdrawal
of less than $1,000 will be permitted unless it is for either the
full amount of (a) your own pre-1987 contributions without
earnings, (b) your own contributions (pre-1987 plus post-1986) and
earnings on them or (c) the total vested balance of your Regular
Account.
In general, employer contributions credited on your behalf will
not be available for in-service withdrawal until such employer
contributions have been invested in the Plan for at least 2 years
or you have been a participant in the Plan for at least 5 years or
the attainment of age 59 1/2.
. Withdrawal from the 401(k) Account. You may make not more than one
withdrawal from your 401(k) Account in a calendar year. A
withdrawal from your 401(k) Account prior to age 59 1/2 or
termination of employment can only be made on account of hardship,
subject to the hardship distribution rules under the Plan. These
requirements insure that you have a true financial need before you
make a withdrawal.
. Withdrawal from the Rollover Account. You may make not more than
one withdrawal from your Rollover Account in a calendar year.
Withdrawals of less than $1,000 will not permitted unless they are
for the total balance of your Rollover Account.
Withdrawal upon Termination of Employment. You may leave your account
with the Plan and defer commencement of receipt of your vested balance until
April 1 of the calendar year following the calendar year in which you attain age
70 1/2, except to the extent that your vested account balance as of the date of
your termination is les than $500, in which case your interest in the Plan will
be cashed out and payment sent to you. You may make withdrawals from your
account(s) at any time after you terminate employment. If your total vested
account equals or exceeds $500, you may elect, in lieu of a lump sum payment, to
be paid in annual
3
installments, with the right to take in a lump sum the vested balance of your
account at any time during such payment period.
Withdrawal upon Disability. If you are disabled in accordance with the
definition of disability under the Plan, you will be entitled to the same
withdrawal rights as if you had terminated your employment.
Withdrawal upon Death. If you die while you are a participant in the Plan,
the value of your entire account will be payable to your beneficiary. The
payment will be made in the form of a lump sum, unless the payment would exceed
$3,500, and you had elected distribution in annual installments over a period
not to exceed 5 years (10 years if your spouse is your beneficiary). If such an
election is not in effect at the time of your death, your beneficiary may elect
to receive the benefit in the form of annual installments over a period not to
exceed 5 years (10 years if your spouse is your beneficiary) or make withdrawals
as often as once per year, except that any balance remaining must be withdrawn
by the 5th anniversary (10th anniversary if your spouse is your beneficiary) of
your death.
Investment of Contributions and Account Balances
All amounts credited to your accounts under the Plan are held in the Plan
trust (the "Trust") which is administered by the trustee appointed by Clay
County Savings' Board of Directors.
As a participant in the Plan, you are provided the opportunity to direct
the investment of your account into one of the following funds:
1. Pentegra International Stock Fund.
2. Pentegra Nasdaq 100 Stock Fund.
3. Pentegra Russell 2000 Stock Fund.
4. Pentegra S&P MidCap Stock Fund.
5. S&P 500/Growth Stock Fund.
6. S&P 500/Value Stock Fund.
7. S&P 500 Stock Fund.
8. Government Bond Fund.
9. Stable Value Fund.
10. Money Market Fund.
11. Income Plus Asset Allocation Fund.
12. Growth & Income Asset Allocation Fund.
13. Growth Asset Allocation Fund.
14. Personal Choice Retirement Account
You may elect to have both past contributions and earnings, as well as
future contributions to your account invested among the funds listed above. If
you fail to provide an effective investment direction, your contributions will
be invested in the Money Market Fund until such time as you provide an effective
investment direction. Transfers of past contributions and the earnings thereon
do not affect the investment mix of future
4
contributions. You may change your investment directions at any time.
This may be done either by filing a form or by telephone or other
electronic medium. You may also redirect the investment of your
investment accounts such that a percentage of any one or more investment
accounts may be transferred to any one or more other investment accounts
either by filing a form or by telephone or other electronic medium.
Performance History
The following table provides performance data with respect to the
investment funds available under the Plan:
FUND RETURNS THROUGH JULY 31, 2002 /1/
5 Calendar 10 Calendar
Monthly Year to Last 12 Years Years
Stock Funds Return Date Months Annualized Annualized
INTERNATIONAL STOCK FUND /2,6/ -10.4% -12.2% -18.1% 0.7% 5.5%
Benchmark: MSCI EAFE Index -9.9% -11.3% -17.0% 1.3% 5.9%
NASDAQ 100 STOCK FUND /8/ -8.2% -39.1% -43.1% 13.4% 16.3%
Benchmark: NASDAQ 100 Index -8.5% -39.0% -42.9% 13.9% 16.9%
RUSSELL 2000 STOCK FUND /7/ -15.0% -19.1% -18.3% 6.9% 10.9%
Benchmark: Russell 2000 Index -15.1% -19.1% -18.0% 7.5% 11.5%
S&P MIDCAP STOCK FUND /3/ -9.7% -12.9% -13.0% 15.6% 14.4%
Benchmark: S&P MidCap 400 Index -9.7% -12.6% -12.6% 16.1% 15.0%
S&P 500/VALUE STOCK FUND /7/ -4.8% -21.2% -22.7% 10.4% 11.6%
Benchmark: S&P S&P/BARRA Growth
Index -4.8% -20.9% -22.2% 11.1% 12.3%
S&P 500/VALUE STOCK FUND /7/ -10.9% -19.6% -26.1% 8.9% 12.5%
Benchmark: S&P/BARRA Value Index -10.8% -19.2% -25.7% 9.5% 13.1%
S&P 500 STOCK FUND /3/ -7.8% -20.1% -24.0% 10.1% 12.4%
Benchmark: S&P 500 Index -7.8% -19.9% -23.6% 10.7% 12.9%
Bond/Fixed Income Funds
GOVERNMENT BOND FUND /3/ 3.0% 6.5% 7.1% 7.9% 8.1%
Benchmark: Lehman brothers 20+ Year
Treasury Bond Index 3.2% 6.9% 7.6% 8.5% 8.7%
STABLE VALUE FUND /4/ 0.4% 3.2% 5.6% 5.9% 6.5%
Benchmark: Ryan Labs 3 Yr. GIC 0.5% 3.6% 6.2% 6.3% 6.3%
MONEY MARKET FUND /3/ 0.1% 1.0% 2.2% 5.2% 5.0%
SSB 3 Month Treasury Bill 0.1% 1.1% 2.4% 5.0% 4.7%
Asset Allocation Funds /2,5/
INCOME PLUS -2.1% -3.5% -2.5% 5.9% 7.0%
GROWTH & INCOME -4.7% -9.7% -11.0% 6.5% 8.5%
GROWTH -7.4% -16.2% -20.4% 6.7% 9.9%
5
/1/ Barclays Global Investors (BGI) is the Investment Manager for all Funds.
Unit values are determined as of the last business day of each month. Returns
are shown net of fees. Dividends and interest are automatically reinvested. Past
performance is no guarantee of future performance. (See following notes.)
/2/ The Asset Allocation Funds and the International Stock Fund inception date
was July 2, 1997. Returns prior to inception are simulated using the returns of
market indices for, or actual funds of, the Fund's investment components, and
are net of fees.
/3/ BGI became the manager of the S&P MidCap, S&P 4500, Government Bond and
Money Market Funds as of June 17, 1997. Results prior to June 17, 1997 are
hypothetical and are based on investment in the current underlying funds managed
by BGI, and are net of fees. Accordingly, actual past performance of Pentegra's
Funds will be different.
/4/ The Stable value Fund is a separately managed account; historical return
data represents actual performance of this Fund.
/5/ The Asset Allocation Funds are designed investment vehicles utilizing
various asset classes represented by index funds managed by BGI. They are
specifically for Pentegra and its clients. Hypothetical results only exist from
January 1992 to July 2, 1997 (the inception date of the Funds).
/6/ Prior to September 30, 1999, this Fund was limited to no more than 25%
exposure to Japan.
/7/ BGI became the manager of the Russell 2000, S&P 500/Growth and S&P 500/Value
Stock Funds as of January 4, 2000. Returns prior to January 4, 2000 are
hypothetical and are based on investment in the current underlying funds managed
by BGI, and are net of fees.
/8/ BGI became the manager of the Nasdaq 100 Stock Fund as of May 1, 2002 but
after the Fund's inception date within BGI of August 7, 2000 are hypothetical
and are based on investment in the current underlying funds managed by BGI, and
are net of fees. Returns prior to the Fund inception date of August 7, 2000 are
hypothetical and are based on the returns of the Nasdaq 100 index, and are net
of fees.
The following is a description of each of the Plan's investment funds:
Pentegra International Stock Fund. This Fund is intended for long-term
investors seeking to capture high returns and diversification by investing
in a broad range of foreign stocks. The Fund's goal is to match the returns
of its benchmark, the Morgan Stanley Capital International EAFE (Europe
Australia Far East) Index. The Pentegra International Stock Fund invests in
a diversified portfolio of approximately 1,000 foreign stocks representing
established companies in approximately 20 countries located in Western
Europe and the Pacific Rim.
Pentegra Nasdaq 100 Stock Fund. This Fund is intended for long-term
investors seeking to capture the growth potential of the 100 largest and
most actively traded non-financial companies on the Nasdaq Stock Market.
The Fund's benchmark is the Nasdaq 100 Index. The Fund invests in most or
all of the same stocks held in the Nasdaq 100 Index. The Nasdaq 100 Index
reflects Nasdaq's largest non-financial companies across major industry
groups, including computer hardware and software, telecommunications,
retail/wholesale trade and biotechnology.
Pentegra Russell 2000 Stock Fund. This Fund is intended for long-term
investors seeking the potential high returns from investing in smaller US
companies. The Fund's goal is to match its benchmark, the Russell 2000
Index, which represents 2000 of the
6
smallest companies included in the Russell 3000 Index. The Russell 2000
Index is a subset of the Russell 3000 Index. The Russell 3000 Index is
based on ranking of all U.S. publicly traded companies by market
capitalization size. The Russell 2000 represents those 2000 companies
ranked by size below the top 1000 companies and it has become one of the
better known indexes used to measure the performance of U.S. small company
stocks. It is broadly diversified in terms of industries and economic
sectors.
Pentegra S&P MidCap Stock Fund. This fund is intended for long-term
investors seeking high returns that reflect the growth potential of
mid-sized US companies. The Fund tracks its benchmark, the Standard &
Poor's MidCap 400 Index. The Fund invests in most or all of the same stocks
held in the S&P MidCap 400 Index. These stocks represent the middle tier of
the US stock market, while the S&P 500 Index represents the largest tier of
the US stock market.
Pentegra S&P 500/Growth Stock Fund. This Fund is intended for long-term
investors seeking a diversified portfolio of large-capitalization growth
stocks. The Fund's goal is to match its benchmark, the S&P/BARRA Growth
Index. The Fund invests in most, or all of the stocks held in the S&P/BARRA
Growth Index. This index represents approximately 50% of the market
capitalization of the S&P 500 Stock Index. The S&P/BARRA Growth and Value
indexes are constructed by dividing the stocks in the S&P 500 by a single
attribute: market price to book value ratio. The Growth Index includes
companies with higher price to book ratios.
Pentegra 500/Value Stock Fund. This Fund is intended for long-term
investors seeking a diversified portfolio of large-capitalization value
stocks. The Fund's goal is to match its benchmark, the S&P/BARRA Value
Index. The Pentegra S&P 500/Value Stock Fund invests in most, or all of the
stocks held in the S&P/BARRA Value Index. This index represents
approximately 50% of the market capitalization of the S&P 500 Stock Index.
The S&P/BARRA Value and Growth indexes are constructed by ranking the
stocks in the S&P 500 by a single attribute: market price to book value
ratio. The Value Index includes companies with lower market price to book
ratios.
Pentegra S&P 500 Stock Fund. This Fund is intended for long-term investors
seeking to capture the earnings and growth potential of large US companies.
The Fund tracks its benchmark, the Standard & Poor's 500 Index. The Fund
invests in most or all of the same stocks held in the S&P 500 Index. These
stocks represent 500 of the largest and most established public companies
in the US (based on the market value of their shares), and account for more
than 70% of the market capitalization of all publicly traded stocks in the
US.
Pentegra Government Bond Fund. This Fund is intended for long-term
investors seeking a high level of income along with the potential for
capital appreciation. It invests in a portfolio of US Treasury bonds with
20 years or more to maturity. Because the Fund invests only in bonds backed
by the full faith and credit of the US Government, it is not exposed to
credit risk. However, due to the long maturity of the bonds, the Fund is
exposed to interest rate risk and the effects that changes in long-term
interest rates may
7
have on the value of bonds, which can be substantial. The Fund's benchmark
is the Lehman Brothers 20+ Year Treasury Index.
Stable Value Fund. This Fund is intended for short-term investors who are
seeking to preserve the value of their investments and achieve a stable
return. It invests primarily in Guaranteed Investment Contracts (GICs),
which are individually negotiated investments offered by insurance
companies. The Fund also invests in Synthetic Guaranteed Investment
Contracts (SGICs). These contracts are individually negotiated agreements
between the Fund manager and the insurance company or bank that issues
them. Most of these contracts pay a constant rate of interest over a
specified period of time. However, the rate of interest for this Fund can
fluctuate, because individual contracts will mature and be replaced.
Pentegra Money Market Fund. This Fund is intended for investors seeking
current income while preserving the value of their investment principal. It
invests in a broad range of high-quality, short-term securities with high
credit ratings known as money market instruments. These securities are
issued by US and foreign corporations, governments, banks and U.S. agencies
and have a maturity of one year or less. These investments are considered
low risk due to the financial strength of the issuers and the short-term
maturity of the securities.
Income Plus Asset Allocation Fund. This Fund is intended for
short-to-medium-term investors seeking a lower-risk portfolio of
diversified investments. The Fund's investments include stable value
investments, U.S. stocks and bonds, and international stocks. The Fund
invests in a diversified portfolio of approximately 70% U.S. bonds, money
market instruments and stable value investments such as guaranteed
investment contracts (GICs). The other 30% is invested in U.S. and
international stocks selected from major indexes, including the S&P 500
Index and the MSCI Europe, Australia and Far East (EAFE) Index. As market
conditions change, the Fund manager may adjust the portfolio's investments,
seeking to maintain the Fund's targeted level of risk.
Growth & Income Asset Allocation Fund. This Fund is intended for long-term
investors seeking a total portfolio solution for diversified investing. The
Fund's investments include U.S. stocks, international stocks, bonds, and
stable value investments. The Fund invests in a diversified portfolio of
approximately 60% U.S. and international stocks. The remaining 40% of the
Fund will be held in U.S. fixed income and stable value investments such as
Guaranteed Investment Contracts (GICs). Approximately 15% of the Fund is
invested in a tactical component that includes U.S. stocks, bonds and money
market instruments. Most of the time this will be invested 60% in stocks
and 40% in bonds. As market conditions change, the Fund manager may adjust
the portfolio's investments in order to maintain the Fund's targeted level
of risk.
Growth Asset Allocation Fund. This Fund is intended for long-term investors
seeking a total portfolio solution for diversified investments in U.S. and
international stocks. The majority of the Fund investments are held in U.S.
and international stocks. The Fund invests primarily in stocks. The Fund
portfolio is divided among U.S. (80%) and
8
international stocks (20%). Approximately 25% of the Fund is invested in a
tactical component that includes U.S. stocks, bonds and money market
instruments. Most of the time this allocation will be largely invested in
U.S. stocks. The Fund manager may periodically adjust these investments in
response to changing market conditions in order to maintain the Fund's
targeted level of risk.
Personal Choice Retirement Account. This fund is a self-directed brokerage
account that is designed to enhance the core investment options offered
through the Plan. Administered in conjunction with Charles Schwab and
Company, the Personal Choice Retirement Account provides participants with
the ability to invest in over 2,000 mutual funds from more then 300 fund
families as well as individual securities using the convenience of your
retirement plan. The minimum initial transfer to the Personal Choice
Retirement Account is $1,000. A maximum of 25% of your total account
balance may be transferred to the Personal Choice Retirement Account. This
means that you must have a minimum of $4,000 total plan account balance to
establish a Personal Choice Retirement Account. Outstanding loans are not
considered part of your total account balance for purposes of the minimum
requirement. You are not allowed to make ongoing contributions to the
Personal Choice Retirement Account. You can only invest such contributions
in the Personal Choice Retirement Account by transferring them from one or
more of the other funds in the Plan.
An investment in any of the funds listed above is not a deposit
of a bank and is not insured or guaranteed by the Federal Deposit
Insurance Corporation or any other government agency. As with any
mutual fund investment, there is always a risk that you may lose
money on your investment in any of the funds listed above.
Investment in Common Stock of CCSB Financial Corp.
In connection with the conversion, the Plan now offers the CCSB
Financial Corp. Stock Fund as an additional choice to these investments options.
The CCSB Financial Corp. Stock Fund invests primarily in the common stock of
CCSB Financial Corp. In connection with the conversion, you may direct the
trustee to invest up to 100% of your Plan account in the CCSB Financial Corp.
Stock Fund as a one-time special election. Subsequent to the conversion, you may
elect to invest all or a portion of your payroll deduction contributions in the
CCSB Financial Corp. Stock Fund. Subsequent to the conversion, you may also
elect to transfer into the CCSB Financial Corp. Stock Fund all or a portion of
your accounts currently invested in other funds under the Plan.
The CCSB Financial Corp. Stock Fund consists primarily of investments
in the common stock of CCSB Financial Corp. made on the effective date of the
conversion of Clay County Savings. After the conversion, the trustee of the Plan
will, to the extent practicable, use all amounts held by it in the CCSB
Financial Corp. Stock Fund, including cash dividends paid on the Common Stock
held in the fund, to purchase additional shares of common stock of CCSB
Financial Corp.
9
As of the date of this prospectus supplement, none of the shares of
CCSB Financial Corp. common stock have been issued or are outstanding and there
is no established market for CCSB Financial Corp common stock. Accordingly,
there is no record of the historical performance of the CCSB Financial Corp.
Stock Fund. Performance of the CCSB Financial Corp. Stock Fund depends on a
number of factors, including the financial condition and profitability of CCSB
Financial Corp. and Clay County Savings and market conditions for CCSB Financial
Corp. common stock generally.
Investments in the CCSB Financial Corp. Stock Fund involve special
risks common to investments in the common stock of CCSB Financial Corp.
For a discussion of material risks, you should consider see "Risk
Factors" beginning on page __ of the attached prospectus.
Administration of the Plan
The Trustee. The trustee of the Plan is The Bank of New York. The
trustee receives, holds and invests the contributions to the Plan in trust and
distributes them to you and your beneficiaries in accordance with the terms of
the Plan and the directions of the Plan administrator. The trustee is
responsible for investment of the assets of the Trust.
Plan Administrator. Pursuant to the terms of the Plan, the Plan is
administered by the Plan administrator. Clay County Savings is the Plan
administrator and has designated a committee consisting of John R. Davis, Mario
Usera, Deborah A. Jones, and Debra S. Coltman to supervise its responsibilities
as such. The address of the Plan administrator is Clay County Savings Bank,
Attention: Deborah A. Jones, 1178 West 152 Highway, Liberty, Missouri 64068,
telephone number (816) 781-4500. The Plan administrator is responsible for the
administration of the Plan, interpretation of the provisions of the Plan,
prescribing procedures for filing applications for benefits, preparation and
distribution of information explaining the Plan, maintenance of Plan records,
books of account and all other data necessary for the proper administration of
the Plan, preparation and filing of all returns and reports relating to the Plan
which are required to be filed with the U.S. Department of Labor and the IRS,
and for all disclosures required to be made to participants, beneficiaries and
others under Sections 104 and 105 of ERISA.
Reports to Plan Participants. The Plan administrator will furnish you a
statement at least quarterly showing the balance in your account as of the end
of that period, the amount of contributions allocated to your account for that
period, and any adjustments to your account to reflect earnings or losses (if
any).
Amendment and Termination
It is the intention of Clay County Savings to continue the Plan
indefinitely. Nevertheless, Clay County Savings may terminate the Plan at any
time. If the Plan is terminated in whole or in part, then regardless of other
provisions in the Plan, you will have a fully vested interest in your accounts.
Clay County Savings reserves the right to make any amendment or amendments to
the
10
Plan which do not cause any part of the trust to be used for, or diverted to,
any purpose other than the exclusive benefit of participants or their
beneficiaries; provided, however, that Clay County Savings may make any
amendment it determines necessary or desirable, with or without retroactive
effect, to comply with ERISA.
Merger, Consolidation or Transfer
In the event of the merger or consolidation of the Plan with another
plan, or the transfer of the trust assets to another plan, the Plan requires
that you would, if either the Plan or the other plan terminates, receive a
benefit immediately after the merger, consolidation or transfer which is equal
to or greater than the benefit you would have been entitled to receive
immediately before the merger, consolidation or transfer, if the Plan had then
terminated.
Federal Income Tax Consequences
The following is a brief summary of the material Federal income tax
aspects of the Plan. You should not rely on this summary as a complete or
definitive description of the material Federal income tax consequences relating
to the Plan. Statutory provisions change, as do their interpretations, and their
application may vary in individual circumstances. Finally, the consequences
under applicable state and local income tax laws may not be the same as under
the Federal income tax laws. Please consult your tax advisor with respect to any
distribution from the Plan and transactions involving the plan.
As a "tax-qualified retirement plan," the Code affords the Plan special
tax treatment, including:
(1) the sponsoring employer is allowed an immediate tax deduction for
the amount contributed to the Plan each year;
(2) participants pay no current income tax on amounts contributed by
the employer on their behalf; and
(3) earnings of the Plan are tax-deferred, thereby permitting the
tax-free accumulation of income and gains on investments.
Clay County Savings will administer the Plan to comply with the
requirements of the Code as of the applicable effective date of any change in
the law.
Lump-Sum Distribution. A distribution from the Plan to a participant or
the beneficiary of a participant will qualify as a lump-sum distribution if it
is made within one taxable year, on account of the participant's death,
disability or separation from service, or after the participant attains age 59
1/2, and consists of the balance credited to participants under the Plan and all
other profit sharing plans, if any, maintained by Clay County Savings. The
portion of any lump-sum distribution required to be included in your taxable
income for Federal income tax purposes consists of the entire amount of the
lump-sum distribution, less the amount of after-tax
11
contributions, if any, you have made to this Plan and any other profit sharing
plans maintained by Clay County Savings, which is included in the distribution.
CCSB Financial Corp. Common Stock Included in Lump-Sum Distribution. If
a lump-sum distribution includes CCSB Financial Corp. common stock, the
distribution generally will be taxed in the manner described above, except that
the total taxable amount may be reduced by the amount of any net unrealized
appreciation with respect to CCSB Financial Corp. common stock; that is, the
excess of the value of CCSB Financial Corp. common stock at the time of the
distribution over its cost or other basis of the securities to the trust. The
tax basis of CCSB Financial Corp. common stock, for purposes of computing gain
or loss on its subsequent sale, equals the value of CCSB Financial Corp. common
stock at the time of distribution, less the amount of net unrealized
appreciation. Any gain on a subsequent sale or other taxable disposition of CCSB
Financial Corp. common stock, to the extent of the amount of net unrealized
appreciation at the time of distribution, will constitute long-term capital
gain, regardless of the holding period of CCSB Financial Corp. common stock. Any
gain on a subsequent sale or other taxable disposition of CCSB Financial Corp.
common stock, in excess of the amount of net unrealized appreciation at the time
of distribution, will be considered long-term capital gain. The recipient of a
distribution may elect to include the amount of any net unrealized appreciation
in the total taxable amount of the distribution, to the extent allowed by
regulations to be issued by the Internal Revenue Service.
Distributions: Rollovers and Direct Transfers to Another Qualified Plan
or to an IRA. You may roll over virtually all distributions from the Plan to
another qualified plan or to an individual retirement account in accordance with
the terms of the other plan or account.
Additional Employee Retirement Income Security Act ("ERISA") Considerations
As noted above, the Plan is subject to certain provisions of ERISA,
including special provisions relating to control over the Plan's assets by
participants and beneficiaries. The Plan's feature that allows you to direct the
investment of your account balances is intended to satisfy the requirements of
section 404(c) of ERISA relating to control over plan assets by a participant or
beneficiary. The effect of this is two-fold. First, you will not be deemed a
"fiduciary" because of your exercise of investment discretion. Second, no person
who otherwise is a fiduciary, such as Clay County Savings, the Plan
administrator, or the Plan's trustee is liable under the fiduciary
responsibility provision of ERISA for any loss which results from your exercise
of control over the assets in your Plan account.
Because you will be entitled to invest all or a portion of your account
balance in the Plan in CCSB Financial Corp. common stock, the regulations under
section 404(c) of the ERISA require that the Plan establish procedures that
ensure the confidentiality of your decision to purchase, hold, or sell employer
securities, except to the extent that disclosure of such information is
necessary to comply with Federal or state laws not preempted by ERISA. These
regulations also require that your exercise of voting and similar rights with
respect to the Common Stock be conducted in a way that ensures the
confidentiality of your exercise of these rights.
12
Securities and Exchange Commission Reporting and Short-Swing Profit Liability
Section 16 of the Securities Exchange Act of 1934 imposes reporting and
liability requirements on officers, directors, and persons beneficially owning
more than 10% of public companies such as CCSB Financial Corp. Section 16(a) of
the Securities Exchange Act of 1934 requires the filing of reports of beneficial
ownership. Within 10 days of becoming an officer, director or person
beneficially owning more than 10% of the shares of CCSB Financial Corp., a Form
3 reporting initial beneficial ownership must be filed with the Securities and
Exchange Commission. Changes in beneficial ownership, such as purchases, sales
and gifts generally must be reported periodically, either on a Form 4 within 10
days after the end of the month in which a change occurs, or annually on a Form
5 within 45 days after the close of CCSB Financial Corp.'s fiscal year.
Discretionary transactions in and beneficial ownership of the Common Stock
through the CCSB Financial Corp. Stock Fund of the Plan by officers, directors
and persons beneficially owning more than 10% of the common stock of CCSB
Financial Corp. generally must be reported to the Securities and Exchange
Commission by such individuals.
In addition to the reporting requirements described above, section
16(b) of the Securities Exchange Act of 1934 provides for the recovery by CCSB
Financial Corp. of profits realized by an officer, director or any person
beneficially owning more than 10% of CCSB Financial Corp.'s common stock
resulting from non-exempt purchases and sales of CCSB Financial Corp. common
stock within any six-month period.
The Securities and Exchange Commission has adopted rules that provide
exemptions from the profit recovery provisions of section 16(b) for all
transactions in employer securities within an employee benefit plan, provided
certain requirements are met. These requirements generally involve restrictions
upon the timing of elections to acquire or dispose of employer securities for
the accounts of section 16(b) persons.
Except for distributions of Common Stock due to death, disability,
retirement, termination of employment or under a qualified domestic relations
order, persons affected by section 16(b) are required to hold shares of Common
Stock distributed from the Plan for six months following such distribution and
are prohibited from directing additional purchases of units within the CCSB
Financial Corp. stock fund for six months after receiving such a distribution.
Financial Information Regarding Plan Assets
Financial information representing the net assets available for Plan
benefits and the change in net assets available for Plan benefits at December
31, 2001, are attached to this prospectus supplement.
LEGAL OPINION
The validity of the issuance of the Common Stock will be passed upon by
Luse Gorman Pomerenk & Schick, P.C., Washington, D.C., which firm acted as
special counsel to Clay County Savings in connection with CCSB Financial Corp.'s
stock offering.
13
CLAY COUNTY SAVINGS BANK
Employees' Savings & Profit Sharing Plan
Statement of Net Assets Available for Benefits as of December 31, 2001
December 31, 2001
Beginning End
of Year of Year
Assets $ $
- ------
Investments $ $
Liabilities $ -- $ --
--------- ---------
Net Assets Available for
Plan Benefits $ $
14
CLAY COUNTY SAVINGS BANK
Employee Savings & Profit Sharing Plan
Statement of Changes in Net Assets Available For Plan Benefits
December 31, 2001
Investment Income $
Investment Expense $
Net Investment Income $
Contributions $
---------
Total Additions $
Benefits paid:
Withdrawals $
---------
Increase in Net Assets $
Net Assets Available for Plan
Benefits: Beginning of Year $
---------
End of Year $
15