SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, For Use of the Commission Only (as Permitted by Rule 14a-
6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
CNS BANCORP, INC.
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(Name of Registrant as specified in its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
N/A
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(2) Aggregate number of securities to which transaction applies:
N/A
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
N/A
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(4) Proposed maximum aggregate value of transaction:
N/A
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(5) Total fee paid:
0
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount Previously Paid:
N/A
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(2) Form, Schedule or Registration Statement No.:
N/A
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(3) Filing Party:
N/A
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(4) Date Filed:
N/A
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[LOGO]
March 19, 1999
Dear Shareholder:
You are cordially invited to attend the annual meeting of shareholders of
CNS Bancorp, Inc. The meeting will be held at the main office of City National
Savings Bank, FSB at 427 Monroe Street, Jefferson City, Missouri, on Tuesday,
April 20, 1999, at 2:00 p.m., local time.
The notice of annual meeting of shareholders and proxy statement appearing
on the following pages describe the formal business to be transacted at the
meeting. During the meeting we will also report on the operations of the
Company. Directors and officers of the Company, as well as a representative of
Williams-Keepers, LLP, the Company's independent auditors, will be present to
respond to appropriate questions of shareholders.
It is important that your shares are represented at this meeting, whether
or not you attend the meeting in person and regardless of the number of shares
you own. To make sure your shares are represented, we urge you to complete and
mail the enclosed proxy card. If you attend the meeting, you may vote in person
even if you have previously mailed a proxy card.
We look forward to seeing you at the meeting.
Sincerely,
/s/ Robert E. Chiles
Robert E. Chiles
President and Chief Executive Officer
CNS BANCORP, INC.
427 MONROE STREET
JEFFERSON CITY, MISSOURI 65101
(573) 634-3336
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 20, 1999
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NOTICE IS HEREBY GIVEN that the annual meeting of shareholders of CNS
Bancorp, Inc. will be held at the main office of City National Savings Bank, FSB
at 427 Monroe Street, Jefferson City, Missouri, on Tuesday, April 20, 1999, at
2:00 p.m., local time, for the following purposes:
(1) To elect two directors, each for a term of three years;
(2) To ratify the appointment of Williams-Keepers, LLP as independent
auditors of CNS Bancorp for the fiscal year ending December 31, 1999;
and
(3) To consider and act upon such other matters as may properly come
before the meeting or any adjournments thereof.
NOTE: The Board of Directors is not aware of any other business to come
before the meeting.
Any action may be taken on the foregoing proposals at the meeting on the
date specified above or on any date or dates to which, by original or later
adjournment, the meeting may be adjourned. Shareholders of record at the close
of business on March 1, 1999 are entitled to notice of, and to vote at, the
meeting or any adjournment or postponement.
Please complete and sign the enclosed form of proxy, which is solicited by
the Board of Directors, and mail it promptly in the enclosed envelope. The
proxy will not be used if you attend the meeting and vote in person.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ David L. Jobe
David L. Jobe
Secretary
Jefferson City, Missouri
March 19, 1999
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE YOUR COMPANY THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES IN ORDER TO ENSURE A QUORUM. A SELF-ADDRESSED
ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED IN
THE UNITED STATES.
PROXY STATEMENT
OF
CNS BANCORP, INC.
427 MONROE STREET
JEFFERSON CITY, MISSOURI 65101
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ANNUAL MEETING OF SHAREHOLDERS
APRIL 20, 1999
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This proxy statement is furnished in connection with the solicitation of
proxies by the Board of Directors of CNS Bancorp, Inc. (the "Company") to be
used at the 1999 annual meeting of shareholders of the Company. The Company is
the holding company for City National Savings Bank, FSB ("City National"). The
annual meeting will be held at City National's main office at 427 Monroe Street,
Jefferson City, Missouri on Tuesday, April 20, 1999, at 2:00 p.m., local time.
This proxy statement and the enclosed proxy card are being first mailed to
shareholders on or about March 19, 1999.
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VOTING AND PROXY PROCEDURE
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SHAREHOLDERS ENTITLED TO VOTE. Shareholders of record as of the close of
business on March 1, 1999 are entitled to notice of, and to vote at, the annual
meeting. As of March 1, 1999, the Company had 1,443,046 shares of common stock
issued and outstanding. Each outstanding share entitles its holder to cast one
vote on each matter to be voted upon.
QUORUM. The presence, in person or by proxy, of a majority of the
outstanding shares of common stock entitled to vote is necessary to constitute a
quorum at the annual meeting. Abstentions and broker non-votes will be counted
as shares present and entitled to vote at the annual meeting for purposes of
determining the existence of a quorum. A broker non-vote occurs when a nominee
holding shares for a beneficial owner does not vote on a particular proposal
because the nominee does not have discretionary voting power with respect to
that item and has not received voting instructions from the beneficial owner.
VOTING. The Board of Directors solicits proxies so that each shareholder
has the opportunity to vote on the proposals to be considered at the annual
meeting. When a proxy card is returned properly signed and dated, the shares
represented by that proxy will be voted in accordance with the instructions on
the proxy card. When a proxy card is returned with no instructions indicated,
the shares represented by that proxy will be voted as recommended by the Board
of Directors. If a shareholder of record attends the annual meeting, he or she
may vote by ballot. "Street name" shareholders who wish to vote at the annual
meeting will need to obtain a proxy form from the institution that holds their
shares.
The Board recommends a vote:
. FOR the election of the nominees for director; and
. FOR the ratification of the appointment of Williams-Keepers, LLP as
the Company's auditors.
The two directors to be elected at the annual meeting will be elected by a
plurality of the votes cast by shareholders present in person or by proxy and
entitled to vote. Shareholders are not permitted to cumulate their votes for the
election of directors. Votes that are withheld and broker non-votes will have no
effect on the outcome of the election because the two nominees receiving the
most votes will be elected.
Ratification of the appointment of Williams-Keepers, LLP will require the
affirmative vote of a majority of the shares present in person or by proxy at
the annual meeting. Abstentions will have the same effect as a vote against the
ratification of the appointment of the auditors, while broker non-votes will be
treated as being not present for purposes of voting on such matter and will have
no effect on the voting.
REVOCATION OF A PROXY. Shareholders who execute proxies retain the right to
revoke them at any time before they are voted. You may revoke your proxy by
delivering written notice in person or by mail to the Secretary of the Company
or by filing a later proxy prior to a vote being taken on a particular proposal
at the annual meeting. Attendance at the annual meeting will not automatically
revoke a proxy, but a shareholder in attendance may request a ballot and vote in
person, which will revoke a prior granted proxy.
PARTICIPANTS IN CITY NATIONAL'S ESOP. If you participate in the City
National Savings Bank, FSB Employee Stock Ownership Plan (the "ESOP"), the proxy
card represents a voting instruction to the trustees of the ESOP as to the
number of shares in your plan account. Each participant in the ESOP may direct
the trustees as to the manner in which shares of common stock allocated to the
participant's plan account are to be voted. Unallocated shares of common stock
held by the ESOP and allocated shares for which no voting instructions are
received will be voted by the trustees in the same proportion as shares for
which the trustees have received voting instructions.
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STOCK OWNERSHIP
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Persons and groups who beneficially own in excess of 5% of the Company's
common stock are required to file certain reports disclosing such ownership
pursuant to the Securities Exchange Act of 1934, as amended ("Exchange Act").
Based on such reports, the following table sets forth, as of March 1, 1999,
certain information as to those persons who were beneficial owners of more than
5% of the outstanding shares of the Company's common stock. To the Company's
knowledge, no other person or entity owned more than 5% of the Company's
outstanding common stock at March 1, 1999.
The following table also sets forth, as of March 1, 1999, information as to
the shares of the Company's common stock beneficially owned by each director, by
the Chief Executive Officer of the Company and by all executive officers and
directors of the Company as a group.
NUMBER PERCENT OF
OF SHARES SHARES
BENEFICIAL OWNER BENEFICIALLY OWNED (A) OUTSTANDING
- ---------------- ---------------------- -----------
BENEFICIAL OWNERS OF MORE THAN 5% 131,653 9.1%
City National Savings Bank, FSB
Employee Stock Ownership Plan Trust
DIRECTORS AND CHIEF EXECUTIVE OFFICER
Richard E. Caplinger 17,314 1.2
Robert E. Chiles (b) 32,177 2.2
Michael A. Dallmeyer 12,314 *
John C. Kolb 9,314 *
James F. McHenry 16,995 1.2
Ronald D. Roberson 17,314 1.2
All Executive Officers and Directors
as a group (9 persons) 153,727 10.5
2
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* Less than 1% of shares outstanding.
(a) In accordance with Rule 13d-3 under the Exchange Act, a person is deemed to
be the beneficial owner, for purposes of this table, of any shares of
common stock if he or she has voting or investment power with respect to
such security. The table includes shares owned by spouses or other
immediate family members, shares held in trust, shares held in retirement
accounts or funds for the benefit of the named individuals, and other forms
of ownership, over which shares the persons named in the table may possess
voting and/or investment power. The amounts shown also include the
following amounts of common stock which the indicated individuals have the
right to acquire within 60 days of March 1, 1999 through the exercise of
stock options: Mr. Caplinger, 1,653; Mr. Chiles, 6,600; Mr. Dallmeyer,
1,653; Mr. Kolb, 1,653; Mr. McHenry, 1,653; Mr. Roberson, 1,653; and all
executive officers and directors as a group, 20,665. Shares held in
accounts under City National's ESOP, as to which the holders have voting
power but not investment power, are included as follows: Mr. Chiles, 7,271
shares; all executive officers and directors as a group, 17,389 shares. The
table does not include 43,368 unvested shares of restricted stock held by a
trust under the Company's 1997 Management Recognition and Development Plan
for which the non-employee directors serve as trustees and exercise voting
power. Participants in the plan have no voting or investment power for
restricted shares awarded under the plan until such shares vest in
accordance with plan provisions. After vesting, the participant has sole
investment and voting power.
(b) Mr. Chiles is also Chief Executive Officer of the Company.
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PROPOSAL 1 -- ELECTION OF DIRECTORS
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The Company's Board of Directors consists of six members. The Board of
Directors note with great regret that Director James E. Whaley passed away this
past year. Following his passing, the size of the Board of Directors was reduced
from seven to six members. The six directors are divided into three classes with
three-year staggered terms, with one third of the directors elected each year.
Two directors will be elected at the annual meeting to serve for a three-year
period, or until their respective successors have been elected and qualified.
The nominees for election this year are Robert E. Chiles and John C. Kolb. The
nominees are current members of the Boards of Directors of the Company and City
National.
It is intended that the proxies solicited by the Board of Directors will be
voted "FOR" the election of the above named nominees. If any nominee is unable
to serve, the shares represented by all valid proxies will be voted for the
election of such substitute as the Board of Directors may recommend or the Board
of Directors may adopt a resolution to amend the Bylaws and reduce the size of
the Board. At this time the Board of Directors knows of no reason why any
nominee might be unable to serve.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE ELECTION
OF MESSRS. CHILES AND KOLB.
The following table sets forth certain information regarding the nominees
for election at the annual meeting, as well as information regarding those
directors continuing in office after the annual meeting. Unless otherwise
indicated, the principal occupation for each person below has been his
occupation for the past five years.
3
YEAR FIRST
ELECTED TERM TO
NAME AGE(1) PRINCIPAL OCCUPATION DIRECTOR(2) EXPIRE
- ---- ------ -------------------- ----------- -------
BOARD NOMINEES
Robert E. Chiles 64 President and Chief Executive 1967 2002(3)
Officer of City National since
1974, President and Chief
Executive Officer of the
Company since 1996.
John C. Kolb 51 President and part-owner of 1989 2002(3)
Jefferson City Oil Co., Inc.,
an oil and fuel distributor,
since 1973.
DIRECTORS CONTINUING IN OFFICE
James F. McHenry 69 Retired Circuit Court Judge 1964 2000
for Cole County.
Ronald D. Roberson 61 Owner of R.D. Roberson & 1983 2000
Associates, a financial and
management consulting firm
founded in 1990.
Richard E. Caplinger 66 Retired in 1996 as owner of 1975 2001
Caplinger's Inc., a men's
clothing store. Chairman of
the Board of Directors since
1993 and Chairman of the
Company since 1996.
Michael A. Dallmeyer 47 Partner in the law firm of 1994 2001
Hendren and Andrae,
Jefferson City, Missouri since
1977.
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(1) As of December 31, 1998.
(2) Includes prior service on the Board of Directors of City National.
(3) Assuming the individual is re-elected.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Boards of Directors of the Company and City National conduct their
business through meetings of the boards and through their committees. During the
fiscal year ended December 31, 1998, the Board of Directors of the Company held
13 meetings and the Board of Directors of City National held 12 meetings. No
director of the Company or City National attended fewer than 75% of the total
meetings of the boards and committees on which such person served during this
period.
4
The entire Board of Directors of the Company serves as the Audit Committee
and meets with the Company's outside auditor to discuss the results of the
annual audit and any related matters. The Audit Committee met one time during
the fiscal year ended December 31, 1998.
The Budget and Salary Committee, consisting of Directors McHenry (Chairman)
and Kolb, is responsible for reviewing and approving the annual operating budget
and the business plan of the Company. The Budget and Planning Committee
establishes the overall compensation budget and establishes the compensation for
the executive officers. The Budget and Salary Committee met two times during the
fiscal year ended December 31, 1998.
The Board of Directors of the Company acts as a nominating committee for
selecting the nominees for election as directors. The Board of Directors met one
time in its capacity as nominating committee to select nominees for election at
the annual meeting.
DIRECTORS' COMPENSATION
Directors of City National currently receive a monthly retainer of $1,000.
Director Roberson participates in City National's medical and dental insurance
plans at his own expense. No separate fees are paid for service on the Board of
Directors of the Company.
During the year ended December 31, 1997, each non-employee director
received a grant of 3,305 shares of restricted stock at no cost to the director
under the Company's 1997 Management Recognition and Development Plan. Each non-
employee director also received options to acquire 8,265 shares of common stock
at an exercise price of $15.625 under the Company's 1997 Stock Option Plan.
Both the restricted stock and the stock options vest ratably over a five-year
period.
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EXECUTIVE COMPENSATION
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SUMMARY COMPENSATION TABLE
The following information is furnished for the Chief Executive Officer of
the Company. No other executive officer of the Company or City National received
salary and bonus in excess of $100,000 during the year ended December 31, 1998.
LONG-TERM COMPENSATION
ANNUAL COMPENSATION AWARDS
-------------------------------------------- --------------------------
RESTRICTED SECURITIES
OTHER ANNUAL STOCK UNDERLYING ALL OTHER
NAME AND POSITION YEAR SALARY ($) BONUS ($) COMPENSATION ($) (1) AWARD ($) OPTIONS (#) COMPENSATION ($)
- ----------------- ---- ---------- --------- -------------------- ------------ ----------- ----------------
Robert E. Chiles 1998 $99,100 $ -- $12,000(2) $ -- -- $20,401(4)
Chief Executive Officer 1997 96,100 -- 12,000 258,281(3) 33,000 18,907
and President 1996 93,700 -- 12,000 -- -- 17,900
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(1) Does not include perquisites which did not exceed the lesser of $50,000 or
10% of salary and bonus.
(2) Consists of directors' fees.
(3) Represents the total value of the award of 16,530 shares of restricted
stock on June 17, 1997, which award will vest ratably over a five-year
period. At December 31, 1998, the value of the unvested restricted stock
award was $147,950. Dividends are paid on the restricted stock.
(4) Consists of employer contributions to ESOP.
5
OPTION EXERCISE/VALUE TABLE
The following information with respect to options exercised during the
fiscal year ended December 31, 1998 and remaining unexercised at the end of the
fiscal year is presented for Mr. Chiles.
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
SHARES OPTIONS AT FISCAL YEAR END ($)(1)
ACQUIRED ON VALUE ------------------------------- --------------------------------
NAME EXERCISE (#) REALIZED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
----------- ----------- ----------- ------------- ----------- -------------
Robert E. Chiles -- $ -- 6,600 26,400 $ -- $ --
- -------------------
(1) Value of unexercised in-the-money options equals market value of shares
covered by in-the-money options on December 31, 1998 less the option
exercise price. Options are in-the-money if the market value of the shares
covered by the option is greater than the option exercise price.
EMPLOYMENT AGREEMENTS
On June 11, 1996, the Company and City National (collectively, the
"Employers") entered into a three-year employment agreement with Mr. Chiles. Mr.
Chiles' base salary under the agreement currently is $99,000, which amount is
paid by City National and may be increased at the discretion of the Board of
Directors or an authorized committee of the board. On each anniversary of the
commencement date of the agreement, the term of the agreement may be extended
for an additional year. The agreement is terminable by the Employers at any time
or upon the occurrence of certain events specified by federal regulations.
The employment agreement provides for severance payments and other benefits
in the event of involuntary termination of employment in connection with any
change in control of the Employers. Severance payments also will be provided on
a similar basis in connection with a voluntary termination of employment where,
subsequent to a change in control, Mr. Chiles is assigned duties inconsistent
with his position, duties, responsibilities and status immediately prior to such
change in control. The term "change in control" is defined in the agreement as
having occurred when, among other things, (a) a person other than the Company
purchases shares of common stock pursuant to a tender or exchange offer for such
shares, (b) any person (as such term is used in Sections 13(d) and 14(d)(2) of
the Exchange Act) is or becomes the beneficial owner, directly or indirectly, of
securities of the Company representing 25% or more of the combined voting power
of the Company's then outstanding securities, (c) the membership of the Board of
Directors changes as the result of a contested election, or (d) shareholders of
the Company approve a merger, consolidation, sale or disposition of all or
substantially all of the Company's assets, or a plan of partial or complete
liquidation.
The severance payment from the Employers will equal 2.99 times Mr. Chiles'
average annual compensation during the five-year period preceding the change in
control. Such amount will be paid in a lump sum within ten business days
following the termination of employment. Assuming that a change in control had
occurred at December 31, 1998, Mr. Chiles would be entitled to a severance
payment of approximately $296,000. Section 280G of the Internal Revenue Code of
1986, as amended, states that severance payments which equal or exceed three
times the base compensation of the individual are deemed to be "excess parachute
payments" if they are contingent upon a change in control. Individuals receiving
excess parachute payments are subject to a 20% excise tax on the amount of such
excess payments, and the Employers would not be entitled to deduct the amount of
such excess payments.
The agreement restricts Mr. Chiles' right to compete against the Employers
for a period of one year from the date of termination of the agreement if Mr.
Chiles voluntarily terminates employment, except in the event of a change in
control.
6
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TRANSACTIONS WITH MANAGEMENT
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Federal regulations require all loans or extensions of credit to executive
officers and directors be made on substantially the same terms, including
interest rates and collateral, as those prevailing at the time for comparable
transactions with other persons (unless the loan or extension of credit is made
under a benefit program generally available to all other employees and does not
give preference to any insider over any other employee) and must not involve
more than the normal risk of repayment or present other unfavorable features. In
addition, loans made to a director or executive officer in an amount that, when
aggregated with the amount of all other loans to such person and his or her
related interests, are in excess of the greater of $25,000 or 5% of City
National's capital and surplus (up to a maximum of $500,000) must be approved in
advance by a majority of the disinterested members of the Board of Directors.
The Company's policy is not to make any new loans or extensions of credit to
executive officers and directors at different rates or terms than those offered
to the general public and to have the Board of Directors approve all loans to
executive officers and directors.
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PROPOSAL 2 -- RATIFICATION OF APPOINTMENT OF AUDITORS
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The Board of Directors has appointed Williams-Keepers, LLP, independent
public accountants, to serve as the Company's independent auditors for the
fiscal year ending December 31, 1999, subject to the ratification by
shareholders. A representative of Williams-Keepers, LLP is expected to be
present at the annual meeting to respond to appropriate questions from
shareholders and will have the opportunity to make a statement if he or she so
desires.
If the ratification of the appointment of the auditors is not approved by a
majority of the votes cast by shareholders at the annual meeting, other
independent public accountants will be considered by the Board of Directors.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THE
RATIFICATION OF THE APPOINTMENT OF AUDITORS.
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OTHER MATTERS
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The Board of Directors is not aware of any business to come before the
annual meeting other than those matters described above in this proxy statement.
However, if any other matters should properly come before the annual meeting, it
is intended that proxies in the accompanying form will be voted in respect
thereof in accordance with the judgment of the person or persons voting the
proxies.
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MISCELLANEOUS
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The cost of solicitation of proxies will be borne by the Company. The
Company will reimburse brokerage firms and other custodians, nominees and
fiduciaries for reasonable expenses incurred by them in sending proxy materials
to the beneficial owners of the common stock. In addition to solicitations by
mail, directors, officers and regular employees of the Company may solicit
proxies personally or by telecopier or telephone without additional
compensation.
7
The Company's Annual Report to Shareholders has been mailed to all
shareholders of record as of the close of business on March 1, 1999. Any
shareholder who has not received a copy of such Annual Report may obtain a copy
by writing to the Company. The Annual Report is not to be treated as part of the
proxy solicitation material or as having been incorporated herein by reference.
A COPY OF THE COMPANY'S FORM 10-KSB FOR THE FISCAL YEAR ENDED DECEMBER 31,
1998, AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, WILL BE FURNISHED
WITHOUT CHARGE TO SHAREHOLDERS OF RECORD AS OF MARCH 1, 1999 UPON WRITTEN
REQUEST TO DAVID L. JOBE, CORPORATE SECRETARY, CNS BANCORP, INC., 427 MONROE
STREET, JEFFERSON CITY, MISSOURI 65101.
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COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
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Section 16(a) of the Exchange Act requires the Company's executive officers
and directors, and persons who own more than 10% of any registered class of the
Company's equity securities, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission. Executive officers,
directors and greater than 10% shareholders are required by regulation to
furnish the Company with copies of all Section 16(a) forms they file.
Based solely on its review of the copies of such forms it has received and
written representations provided to the Company, the Company believes that,
during the fiscal year ended December 31, 1998, its reporting officers,
directors and greater than 10% shareholders properly and timely complied with
all applicable filing requirements.
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SHAREHOLDER PROPOSALS
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Proposals of shareholders intended to be presented at the annual meeting
expected to be held in 2000 must be received by the Company no later than
November 19, 1999 to be considered for inclusion in the proxy materials and form
of proxy relating to such meeting. Any such proposals shall be subject to the
requirements of the proxy rules adopted under the Exchange Act.
The Company's Certificate of Incorporation provides that in order for a
shareholder to make nominations for the election of directors or proposals for
business to be brought before the annual meeting, a shareholder must deliver
notice of such nominations and/or proposals to the Corporate Secretary not less
than 30 nor more than 60 days prior to the date of the annual meeting; provided
that if less than 31 days' notice of the annual meeting is given to
shareholders, such notice must be delivered not later than the close of the
tenth day following the day on which notice of the annual meeting was mailed to
shareholders. Based on the date of the 1999 annual meeting, the Company
anticipates that, in order to be timely, stockholder nominations or proposals
intended to be made at the 2000 annual meeting must be made by March 21, 2000.
The Certificate of Incorporation specifies the information that must accompany
any such stockholder notice. Copies of the Certificate of Incorporation may be
obtained from the Secretary of the Company.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ David L. Joe
David L. Jobe
Corporate Secretary
Jefferson City, Missouri
March 19, 1999
8
REVOCABLE PROXY
CNS BANCORP, INC.
ANNUAL MEETING OF SHAREHOLDERS
April 20, 1999
--------------
The undersigned hereby appoints the Board of Directors of CNS Bancorp, Inc.
(the "Company") with full powers of substitution to act as attorneys and
proxies for the undersigned, to vote all shares of Common Stock of the Company
which the undersigned is entitled to vote at the Annual Meeting of
Shareholders, to be held at the main office of City National Savings Bank, FSB
at 427 Monroe Street, Jefferson City, Missouri, on Tuesday, April 20, 1999, at
2:00 p.m., local time, and at any and all postponements and adjournments
thereof, as indicated on the reverse hereof.
This proxy also provides voting instructions to the Trustees of the City
National Savings Bank, FSB Employee Stock Ownership Plan for participants with
shares allocated to their accounts.
This proxy will be voted as directed, but if no instructions are specified
this proxy will be voted for the propositions stated. If any other business is
presented at the Annual Meeting, this proxy will be voted by the proxy holders
in their best judgment. At the present time, the Board of Directors knows of no
other business to be presented at the Annual Meeting. This proxy also confers
discretionary authority on the proxy holders to vote with respect to the
election of any person as director where the nominees are unable to serve or
for good cause will not serve and matters incident to the conduct of the Annual
Meeting.
This proxy is continued on the reverse side. Please sign on the reverse side
and return promptly.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE LISTED PROPOSITIONS.
1. The election as 2. The FOR AGAINST ABSTAIN
directors of the ratification of [_] [_] [_]
nominees listed Williams-
below (except as Keepers, LLP as
marked to the independent
contrary below). auditors of CNS
Bancorp for the
fiscal year
ending December
31, 1999
VOTE
FOR WITHHELD
[_] [_]
Robert E. Chiles
John C. Kolb 3. In their discretion, upon such
other matters as may properly come
before the meeting.
INSTRUCTIONS: To withhold your vote Should the undersigned be present
for any individual nominee, write and elect to vote at the Annual
the nominee's name on the line Meeting or at any adjournment or
below. postponement thereof and after
notification to the Secretary of the
Company at the Annual 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 Company prior to
the execution of this proxy of the
Notice of Annual Meeting of
Shareholders, a Proxy Statement
dated March 19, 1999 and the 1998
Annual Report to Shareholders.
Please sign exactly as your name ap-
pears on the enclosed card. When
signing as attorney, executor, ad-
ministrator, trustee or guardian,
please give your full title. If
shares are held jointly, each holder
should sign.
Dated: ________________________, 1999
________________ ____________________
Print Name of Print Name of
Shareholder Shareholder
________________ ____________________
Signature of Signature of
Shareholder Shareholder
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED
POSTAGE-PREPAID ENVELOPE.