[HOLDING COMPANY LETTERHEAD]
December 13, 1996
Dear Fellow Stockholder:
On behalf of the Board of Directors and management of Landmark
Bancshares, Inc. (the "Company"), I cordially invite you to attend the 1997
Annual Meeting of Stockholders to be held at the offices of the Company, located
at Central and Spruce, Dodge City, Kansas, on Wednesday, January 15, 1997 at
1:30 p.m. (the "Meeting"). The attached Notice of Annual Meeting of Stockholders
and Proxy Statement describe the formal business to be transacted at the
Meeting. During the Meeting, I will also report on the operations of the
Company. Directors and officers of the Company will be present to respond to any
questions stockholders may have.
The matters to be considered by stockholders at the Meeting are
described in the accompanying Notice of Annual Meeting of Stockholders and Proxy
Statement. The Board of Directors of the Company has determined that the matters
to be considered at the Meeting are in the best interest of the Company and its
stockholders. For the reasons set forth in the proxy statement, the Board of
Directors unanimously recommends a vote "FOR" each matter to be considered.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE SIGN AND DATE THE
ENCLOSED PROXY CARD AND RETURN IT IN THE ACCOMPANYING POSTAGE-PAID RETURN
ENVELOPE AS PROMPTLY AS POSSIBLE. This will not prevent you from voting in
person at the Meeting, but will assure that your vote is counted if you are
unable to attend the Meeting. YOUR VOTE IS VERY IMPORTANT.
Sincerely,
/s/Larry Schugart
Larry Schugart
President and Chief Executive Officer
Landmark Bancshares, Inc.
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LANDMARK BANCSHARES, INC.
CENTRAL AND SPRUCE
DODGE CITY, KANSAS 67801
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JANUARY 15, 1997
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NOTICE IS HEREBY GIVEN that the 1997 Annual Meeting of Stockholders
(the "Meeting") of Landmark Bancshares, Inc. (the "Company"), will be held at
the offices of the Company, located at Central and Spruce, Dodge City, Kansas,
at 1:30 p.m., local time, on Wednesday, January 15, 1997.
A proxy card and a proxy statement for the Meeting are enclosed.
The Meeting is for the purpose of considering and acting upon the
following matters:
1. The election of two directors of the Company;
2. The ratification of Regier Carr & Monroe, L.L.P. as
independent auditors of Landmark Bancshares, Inc. for the
fiscal year ending September 30, 1997; and
3. The transaction of such other matters as may properly come
before the Meeting or any adjournments thereof. 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 is held. Stockholders of record at the close of
business on November 29, 1996, are the stockholders entitled to vote at the
Meeting and any adjournments thereof.
You are requested to complete and sign the enclosed proxy card which is
solicited by the Board of Directors and to return it promptly in the enclosed
envelope. The proxy card will not be used if you attend the Meeting and vote in
person.
EACH STOCKHOLDER, WHETHER OR NOT HE OR SHE PLANS TO ATTEND THE MEETING,
IS REQUESTED TO SIGN, DATE, AND RETURN THE ENCLOSED PROXY CARD WITHOUT DELAY IN
THE ENCLOSED POSTAGE-PAID ENVELOPE. ANY PROXY GIVEN BY THE STOCKHOLDER MAY BE
REVOKED BY FILING WITH THE SECRETARY OF THE COMPANY A WRITTEN REVOCATION OR A
DULY EXECUTED PROXY BEARING A LATER DATE. ANY STOCKHOLDER PRESENT AT THE MEETING
MAY REVOKE HIS OR HER PROXY AND VOTE IN PERSON ON EACH MATTER BROUGHT BEFORE THE
MEETING. HOWEVER, IF YOU ARE A STOCKHOLDER WHOSE SHARES ARE NOT REGISTERED IN
YOUR OWN NAME, YOU WILL NEED ADDITIONAL DOCUMENTATION FROM YOUR RECORD HOLDER TO
VOTE IN PERSON AT THE MEETING.
BY ORDER OF THE BOARD OF DIRECTORS
/s/Gary L. Watkins
GARY L. WATKINS
SECRETARY
Dodge City, Kansas
December 13, 1996
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IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES IN ORDER TO INSURE A QUORUM AT THE MEETING. A
SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED
IF MAILED IN THE UNITED STATES
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PROXY STATEMENT
OF
LANDMARK BANCSHARES, INC.
CENTRAL AND SPRUCE
DODGE CITY, KANSAS 67801
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ANNUAL MEETING OF STOCKHOLDERS
JANUARY 15, 1997
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General
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This Proxy Statement is furnished in connection with the solicitation
of proxies by the board of directors (the "Board of Directors" or the "Board")
of Landmark Bancshares, Inc. (the "Company"), the holding company of Landmark
Federal Savings Bank (the "Bank"), to be used at the 1997 Annual Meeting of
Stockholders of the Company (the "Meeting") which will be held at the offices of
the Company, located at Central and Spruce, Dodge City, Kansas on Wednesday,
January 15, 1997, at 1:30 p.m., local time. The accompanying Notice of Meeting
and this proxy statement are being first mailed to stockholders on or about
December 13, 1996. The Company acquired all of the outstanding stock of the Bank
issued in connection with the Bank's mutual-to-stock conversion on March 28,
1994 (the "Conversion").
At the Meeting, stockholders will consider and vote upon (i) the
election of two directors and (ii) the ratification of Regier Carr & Monroe,
L.L.P. as independent auditors of the Company for the fiscal year ending
September 30, 1997. The Board of Directors of the Company knows of no additional
matters that will be presented for consideration at the Meeting. Execution of a
proxy, however, confers on the designated proxyholder discretionary authority to
vote the shares represented by such proxy in accordance with their best judgment
on such other business, if any, that may properly come before the Meeting or any
adjournment thereof.
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Voting and Revocability of Proxies
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Stockholders who execute proxies retain the right to revoke them at any
time. Unless so revoked, the shares represented by such proxies will be voted at
the Meeting and all adjournments thereof. Proxies may be revoked by written
notice to the Secretary of the Company at the address above or by the filing of
a later dated proxy prior to a vote being taken on a particular proposal at the
Meeting. A proxy will not be voted if a stockholder attends the Meeting and
votes in person. Proxies solicited by the Board of Directors of the Company will
be voted in accordance with the directions given therein. Where no instructions
are indicated, proxies will be voted for the nominees for directors set forth
below and "FOR" the other listed proposals. The proxy confers discretionary
authority on the persons named therein to vote with respect to the election of
any person as a director where the nominee is unable to serve, or for good cause
will not serve, and matters incident to the conduct of the Meeting.
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Voting Securities and Principal Holders Thereof
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Voting Securities
Stockholders of record as of the close of business on November 29, 1996
(the "Record Date") are entitled to one vote for each share of common stock of
the Company ("Common Stock") then held. As of the Record Date, the Company had
1,847,996 shares of Common Stock issued and outstanding.
The articles of incorporation of the Company ("Articles of
Incorporation") provide that in no event shall any record owner of any
outstanding Common Stock which is beneficially owned, directly or indirectly, by
a person who beneficially owns in excess of 10% of the then outstanding shares
of Common Stock (the "Limit") be entitled or permitted to any vote with respect
to the shares held in excess of the Limit. The number of votes that may be cast
by any record owner by virtue of the provisions hereof in respect of Common
Stock beneficially owned by such persons owning shares in excess of the Limit
shall be equal to the total number of votes which a single record owner of all
Common Stock owned by such person would be entitled to cast, multiplied by a
fraction, the numerator of which is the number of shares of such class or series
which are both beneficially owned by such person and owned of record by such
record owner and the denominator of which is the total number of shares of
Common Stock beneficially owned by such person owning shares in excess of the
Limit. For a period of five years from the completion of the Conversion, no
person shall directly or indirectly offer to acquire or acquire the beneficial
ownership of more than 10% of any class of an equity security of the Company.
Beneficial ownership is determined pursuant to the definition in the Articles of
Incorporation and includes shares beneficially owned by such person or his or
her affiliates or associates (as defined in the Articles of Incorporation),
shares which such person or his or her affiliates or associates have the right
to acquire upon the exercise of conversion rights or options and shares as to
which such person and his or her affiliates or associates have or share
investment or voting power, but shall not include any other shares of voting
stock which may be issuable either immediately or at some future date pursuant
to any agreement, arrangement, or understanding or upon exercise of conversion
rights, exchange rights, warrants, options, or otherwise.
The presence in person or by proxy of at least a majority of the
outstanding shares of Common Stock entitled to vote (after subtracting any
shares held in excess of the Limit) is necessary to constitute a quorum at the
Meeting. In the event there are not sufficient votes to constitute a quorum or
to ratify any proposals at the time of the Meeting, the Meeting may be adjourned
in order to permit the further solicitation of proxies.
As to the election of directors, the proxy card being provided by the
Board of Directors enables a stockholder to vote for the election of the
nominees proposed by the Board of Directors, or to withhold authority to vote
for one or more of the nominees being proposed. Under the Company's bylaws,
directors are elected by a plurality of votes cast, without respect to either
(i) Broker Non-votes (shares for which a broker indicates on the proxy that it
does not have discretionary authority to vote on a matter) or (ii) proxies as to
which authority to vote for one or more of the nominees being proposed is
withheld.
Concerning all matters that may properly come before the Meeting,
including the ratification of auditors, by checking the appropriate box, a
stockholder may; (i) vote "FOR" the item, or (ii) vote "AGAINST" the item, or
(iii) "ABSTAIN" with respect to the item. Unless otherwise required by law, all
other matters shall be determined by a majority of votes cast affirmatively or
negatively without regard to (a) Broker Non-votes, or (b) proxies marked
"ABSTAIN" as to that matter.
Security Ownership of Certain Beneficial Owners
Persons and groups owning in excess of 5% of the Common Stock are
required to file certain reports regarding such ownership pursuant to the
Securities Exchange Act of 1934, as amended ("1934 Act"). Based upon such
reports and information provided by the Company's transfer agent, the following
table sets forth, as of the Record Date, certain information as to those persons
who were beneficial owners of more than 5% of the outstanding shares of Common
Stock and as to the Common Stock beneficially owned by executive officers and
directors of the Company as a group. Management knows of no persons, other than
those set forth below, who owned more than 5% of the outstanding shares of
Common Stock at the Record Date.
2
Percent of Shares of
Amount and Nature of Common Stock
Name and Address of Beneficial Owner Beneficial Ownership Outstanding
- - ------------------------------------ -------------------- -----------
John Hancock Advisers, Inc. 110,000(1) 5.9%
101 Huntington Avenue
Boston, Massachusetts 02199
Larry Schugart 117,000 6.1%
Central and Spruce
Dodge City, Kansas 67801
Landmark Federal Savings Bank Employee 134,469(2) 7.3%
Stock Ownership Plan ("ESOP"), Central and
Spruce,
Dodge City, Kansas 67801
Jeffrey S. Halis 144,300(3) 7.8%
500 Park Avenue, Fifth Floor
New York, New York 10022
Kahn Brothers & Co., Inc. 171,700(4) 9.3%
555 Madison Avenue
New York, New York 10022
All Directors and Executive Officers as a Group 478,330(5) 23.7%
(7 persons)
- - ----------------------------------
(1) Number of shares is based on a Schedule 13G filed with the Securities and
Exchange Commission ("SEC") on behalf of the named entity, John Hancock
Mutual Life Insurance Company, John Hancock Subsidiaries, Inc., John
Hancock Asset Management, and The Berkeley Financial Group.
(2) The ESOP purchased such shares for the exclusive benefit of plan employee
participants with borrowed funds. These shares are being allocated among
ESOP participants annually on the basis of compensation as the ESOP debt is
repaid. Unallocated shares are held in a suspense account. The ESOP Trustee
must vote all shares allocated to participant accounts under the ESOP as
directed by participants. Unallocated shares and allocated shares for which
no timely direction is received will be voted as directed by the ESOP
Committee or the Board.
(3) Number of shares based on Amendment Number 3 to a Schedule 13D filed with
the SEC.
(4) Number of shares based on a Schedule 13G filed with the SEC.
(5) Includes shares of Common Stock held directly as well as by spouses or
minor children, in trust and other indirect ownership, over which shares
the individuals effectively exercise sole or shared voting and investment
power, unless otherwise indicated. Includes 27,376 restricted shares
awarded to Mr. Schugart, 9,125 restricted shares granted to each of
directors Ross, Snapp and Lewis, and 27,376 restricted shares awarded to
executive officers of the Company who are not directors pursuant to three
management stock bonus plans ("MSBPs"), which vest over five years at the
rate of 20% per year, for which each recipient possesses sole voting power
and no investment power until such shares vest. Includes shares of Common
Stock subject to options granted pursuant to the 1994 Stock Option Plan
which options are exercisable within 60 days of the Record Date. Includes
shares held by the ESOP.
3
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Section 16(a) Beneficial Ownership Reporting Compliance
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Section 16(a) of the 1934 Act requires the Company's officers and
directors, and persons who own more than ten percent of the Common Stock, to
file reports of ownership and changes in ownership of the Common Stock, on Forms
3, 4 and 5, with the Securities and Exchange Commission ("SEC") and to provide
copies of those Forms 3, 4 and 5 to the Company. The Company is not aware of any
beneficial owner of more than ten percent of its Common Stock.
Based upon a review of the copies of the forms furnished to the
Company, or written representations from certain reporting persons that no Forms
5 were required, the Company believes that all Section 16(a) filing requirements
applicable to its officers and directors were complied with during the 1996
fiscal year.
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Proposal I - Election of Directors
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The Articles of Incorporation require that directors be divided into
three classes, as nearly equal in number as possible, each class to serve for a
three-year period, with approximately one-third of the directors elected each
year. The Board of Directors currently consists of five members. As a result,
two directors will be elected at the Meeting to serve for three-year terms, as
noted below, or until a respective successor has been elected and qualified.
C. Duane Ross and Richard A. Ball have been nominated by the Board of
Directors to serve as directors. The nominees are currently members of the Board
of Directors. It is intended that proxies solicited by the Board of Directors
will, unless otherwise specified, be voted for the election of the named
nominees. If a 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. At this time, the Board of Directors knows of no reason
the nominees might be unavailable to serve.
The following table sets forth the existing directors and nominees,
their name, age, the year they first became a director of the Company or the
Bank, the expiration date of their current term as a director, and the number
and percentage of shares of the Common Stock beneficially owned. Each director
of the Company is also a director of the Bank.
Shares of
Common Stock
Age at Year First Current Beneficially Percent
September 30, Elected or Term to Owned of
Name 1996 Appointed(1) Expire (2)(3)(4)(5) Class
- - ---- ------ ------------ ------- ------------ -----
BOARD NOMINEE FOR TERM TO EXPIRE IN 1999
C. Duane Ross(6) 60 1986 1999 31,263(7) 1.7
Richard A. Ball(6) 43 1995 1999 12,634 --(8)
DIRECTORS CONTINUING IN OFFICE
Larry L. Schugart 57 1971 1997 117,000(9) 6.1
Jim W. Lewis(6) 40 1991 1997 47,812(10) 2.6
David H. Snapp(6) 41 1986 1998 31,352(11) 1.7
(Footnotes on next page)
4
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(1) Refers to the year the individual first became a director of the Bank
or Company. All directors of the Bank as of November 1993 became
directors of the Company when it was incorporated in November 1993.
(2) Includes shares of Common Stock held directly as well as by spouses or
minor children, in trust and other indirect ownership, over which
shares the individuals effectively exercise sole or shared voting and
investment power, unless otherwise indicated.
(3) Beneficial ownership as of the Record Date.
(4) Includes 27,376 restricted shares awarded to Mr. Schugart, 9,125
restricted shares granted to each of directors Ross, Snapp and Lewis
and 27,376 restricted shares awarded to executive officers of the
Company who are not directors pursuant to the MSBPs, which vest over
five years at the rate of 20% per year, for which each recipient
possesses sole voting power and no investment power until such shares
vest.
(5) Includes shares of Common Stock subject to options that are exercisable
within 60 days of the Record Date for the following individuals (in the
following amount of shares of Common Stock); C. Ross (13,687), R. Ball
(11,634), L. Schugart (57,033), J. Lewis (13,687) and D. Snapp
(13,687).
(6) Excludes 134,469 shares of Common Stock (7.3%) held by the Landmark
Federal Savings Bank Employee Stock Ownership Plan for which such
person serves as plan trustee and exercises shared voting and
investment power. Shares which are unallocated to participating
employees (approximately 113,157 shares) and shares for which no voting
directions are received are voted by the plan trustee as directed by
the ESOP Committee or the Board. Once allocated to participant
accounts, such Common Stock will be voted by the plan trustee as
directed by the plan participant as the beneficial owner of such Common
Stock. The plan trustee acts as a fiduciary within the meaning of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA").
The individuals serving as plan trustee disclaim beneficial ownership
of stock held under the ESOP for which they serve as plan trustee.
(7) Includes 1,989 shares owned by the IRA of Mr. Ross' spouse as to which
he disclaims beneficial ownership.
(8) Less than 1%.
(9) Includes 5,000 and 551 shares owned by Mr. Schugart's spouse and her
IRA, respectively, as to which he disclaims beneficial ownership.
(10) Includes 5,000 and 6,450 shares owned by Mr. Lewis' spouse as to which
he disclaims beneficial ownership.
(11) Includes 599 shares owned by the IRA of Mr. Snapp's spouse as to which
he disclaims beneficial ownership.
The principal occupation of each director of the Company is set forth
below. All directors have held their present positions for five years unless
otherwise stated.
C. Duane Ross has served as a director of the Bank for nine years and
of the Company since its incorporation in November 1993. He has served as
Chairman of the Boards of the Company and the Bank since January 1995. He is
President of High Plains Publishers, Inc., a publishing/printing company. Mr.
Ross is Vice Chairman of the Board of Commissioners of the Dodge City Housing
Authority and is a board member and past president of the Dodge City/Ford County
Development Corporation and Dodge City Community College Endowment Board. In
addition, he is President of the Dodge City Community College Foundation. Mr.
Ross is a past president of the Dodge City Area Chamber of Commerce.
Richard A. Ball was appointed to the Boards of Directors of the Company
and the Bank to fill the positions vacated by a retiring director, Mr. Drake, in
1995. Mr. Ball, a Certified Public Accountant, is a shareholder of Adams, Brown,
Beran & Ball, Chtd., an accounting firm with offices in Great Bend, Hays,
LaCrosse, Ellinwood and St. John, Kansas. He has served as a board member and
board chairman of the Great Bend Chamber of Commerce, Great Bend United Way,
Petroleum Club and Barton County Community College Academic Fund Campaign. He
has also served on the boards of the Kiwanis Club, Cougar Booster Club, Downtown
Development, Mid-Kansas Economic Development and the Kansas Oil & Gas Museum
Committee.
Larry L. Schugart has been with the Bank for 33 years serving as
President since 1985, and has been the President, Chief Executive Officer and a
director of the Company since its incorporation in November 1993. He is a former
director of the Federal Home Loan Bank of Topeka where he served on the Finance
and Executive Committees. Mr. Schugart is a member and chair of various
committees of the Heartland Community Bankers Association, is a past Chairman of
the Kansas-Nebraska League of Savings and serves as a member of the Governmental
Affairs Committee of the America's Community
5
Bankers. In addition Mr. Schugart is a member of the Dodge City Area Chamber of
Commerce and the Dodge City/Ford County Development Corporation.
Jim W. Lewis has served as a director of the Bank since 1991 and of the
Company since its incorporation in November 1993. Mr. Lewis is the owner of
several automobile dealerships across the State of Kansas, including Dodge City
Toyota, Inc. Mr. Lewis is a member of the Dodge City Area Chamber of Commerce.
He is also a member of the Finance Committee of the Dodge City Swim Team.
David H. Snapp has been a director of the Bank since 1986 and of the
Company since its incorporation in November 1993. He is a partner in the law
firm of Waite, Snapp & Doll in Dodge City, Kansas. Mr. Snapp is also a board
member of Arrowhead West, Inc., a mental and physical rehabilitation center, and
Catholic Social Service.
Nominations for Directors
Nominations of candidates for election as directors at an annual
meeting of stockholders may be made (a) by, or at the direction of, a majority
of the Board or (b) by any stockholder entitled to vote at such annual meeting.
Only persons nominated in accordance with Article 7.F of the Articles of
Incorporation are eligible for election as directors at an annual meeting.
Stockholder nominations must be made pursuant to timely notice in
writing to the Secretary of the Company. To be timely, a notice must be
delivered to, or mailed and received at, the principal executive offices of the
Company not less than 60 days prior to the anniversary date of the immediately
preceding annual meeting. Such notice must set forth: (a) as to each person
proposed to be nominated and as to the stockholder making such nomination (i)
the name, age, business address, and residence address of such person, (ii) the
principal occupation or employment of such person, (iii) the class and number of
shares of Common Stock beneficially owned by such person on the date of such
notice, and (iv) any other information relating to such person that is required
to be disclosed in the solicitation of proxies with respect to nominees for
election as directors pursuant to the securities laws and the rules and
regulations of the SEC; and (b) as to the stockholder giving notice (i) the name
and address, as they appear on the Company's books, of the stockholder and any
other stockholder known to be supporting such nominees and (ii) the class and
number of shares of Common Stock beneficially owned by such stockholder and, to
the extent known, any other stockholder known to be supporting such nominees.
The Board may reject any nomination not timely made in accordance with
the Articles of Incorporation. If the Board, or a designated committee thereof,
fails to make such a determination, the presiding officer at the meeting shall
determine the validity of the nomination. If the presiding officer determines
that a nomination was not made in accordance with the Articles of Incorporation,
such person shall so declare at the meeting and the defective nomination will be
discarded.
Meetings and Certain Committees of the Board of Directors
The Board of Directors conducts its business through meetings of the
Board of Directors and through its committees. All committees act for both the
Company and the Bank. During the fiscal year ended September 30, 1996, the Board
of Directors of the Company held 12 regular meetings and no special meetings. No
director of the Company attended fewer than 75% of the total meetings of the
Board of Directors and committee meetings on which such Board member served
during this period.
6
The Audit Committee, a standing committee, is comprised of the entire
Board of Directors. The Audit Committee annually selects the independent
auditors and meet with the accountants to discuss the annual audit. The Audit
Committee is further responsible for internal controls for financial reporting.
The Committee met once in fiscal year 1996.
A Nominating Committee is comprised of the entire Board of Directors.
The Nominating Committee is not a standing committee. The committee makes
nominations for directors prior to the Annual Meeting. The committee held one
meeting during fiscal year 1996.
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Director and Executive Compensation
- - --------------------------------------------------------------------------------
Director Compensation
During fiscal year 1996 each member of the Board of Directors received
a fee of $750 per month. No additional fees are paid for committee meetings. For
the year ended September 30, 1996, total fees paid to directors were $45,000.
Director Deferred Compensation. The Company has established a
non-qualified deferred compensation plan for directors by which individual
directors may defer payment of director fee compensation. At the election of the
director, fees will be invested with an unrelated insurance company rather than
paid to the director. Such deferred compensation will be paid to the director
upon retirement or upon their request.
Other Compensation. Directors Ross, Schugart, Snapp and Lewis have
received awards of stock options and restricted stock under the 1994 Stock
Option Plan and the Management Stock Bonus Plans which plans were approved at
the Special Meeting of Stockholders held on June 22, 1994. In November 1996,
Director Ball received options to purchase 11,634 shares of Common Stock at an
exercise price of $16.50 per share.
Executive Compensation
Summary Compensation Table. The following table sets forth for the
fiscal years ended September 30, 1996, 1995, and 1994, certain information as to
the total remuneration received by Larry Schugart, the President and the Chief
Executive Officer of the Company. No other executive officer of the Company
during such periods received total cash compensation in excess of $100,000.
Annual Compensation Long Term Compensation
- - ------------------------------------------------------------------------- -------------------------------
Awards
-------------------------------
(a) (b) (c) (d) (e) (f) (g) (h)
Restricted Securities
Name and Principal Fiscal Other Annual Stock Underlying All Other
Position Year Salary Bonus Compensation(1) Award(s)(2) Options/SARs (#) Compensation(3)(4)
- - -------- ---- ------ ----- --------------- ----------- ---------------- ------------------
Larry Schugart 1996 $97,422 $22,611 $18,369 -- -- $34,507
President and CEO 1995 $97,374 $23,101 $18,793 -- -- $73,570
1994 $93,343 $39,201 $17,860 $273,760(5) 57,033 $69,198
- - ----------------
(1) For fiscal year 1996, other annual compensation included director's fees of
$9,000 and a housing allowance of $4,901. For fiscal year 1995, other
annual compensation included director's fees of $9,000 and a housing
allowance of $5,179. For fiscal year 1994, other annual compensation
included director's fees of $9,000 and a housing allowance of $5,089.
(Footnotes continued on next page)
7
(Footnotes continued from previous page)
(2) On September 30, 1996, Mr. Schugart had 18,254 shares of restricted stock
that had a total value of $298,909 (calculated by multiplying the aggregate
number of shares of restricted stock by the closing market price of the
Common Stock on September 30, 1996).
(3) Includes Company's contribution to individual's account under a 401(k) Plan
of $2,873, $2,873, and $6,160 during the fiscal years ended September 30,
1996, 1995, and 1994, respectively.
(4) Includes accruals made for the payment which will be made under the
Supplemental Executive Retirement Plans to Mr. Larry Schugart upon
retirement in the amount of $0, $38,650, and $51,500 for the fiscal years
1996, 1995 and 1994, respectively. Includes 1,931.8661 shares valued at
$16.375 per share, 2,248.8797 shares valued at $14.25 per share, and
1,073.266 shares valued at $10.75 per share at the closing share price on
September 30, 1996, 1995 and 1994, respectively. Compensation deferred at
the election of Mr. Schugart for a deferred compensation plan for directors
is included under other annual compensation in this chart.
(5) Calculated by multiplying the number of shares of restricted stock by a
price of $10.00 on March 28, 1994, the date of grant.
Employment Agreement
The Company has entered into a three year employment agreement with
President Larry Schugart with a base salary of $95,000. The agreement is
terminable by the Company for just cause. Just cause is defined in the agreement
as termination by reason of personal dishonesty; incompetence; willful
misconduct; breach of a fiduciary duty involving personal profit; intentional
failure to perform stated duties; willful violation of any law, rule, regulation
(other than traffic violations or similar offenses); entering into a final
cease-and-desist order; or material breach of any provision of the agreement. If
the agreement is terminated for just cause, the employee only receives his
salary up to the date of termination. If the Company terminates the agreement
without just cause, the employee is entitled to a continuation of salary from
the date of termination through the remaining term of the agreement.
The agreement provides that in the event of involuntary termination of
employment in connection with, or within one year after, any change in control
of the Company or Bank, the employee will be paid a lump sum equal to 2.99 times
the average taxable compensation paid during the five years prior to the change
in control. If a lump sum payment had been made as of September 30, 1996, Mr.
Schugart would have received a payment of approximately $415,000. That payment
would be an expense to the Bank, reducing net income and the Bank's capital by
that amount. The agreement is renewed annually if the Board of Directors
determines that the executive has met its requirements and standards.
Compensation Committee Interlocks and Insider Participation
The Company's Compensation Committee serves as the salary review
committee for executive officers of the Company and the Bank.
The Compensation Committee, with respect to the compensation of Mr.
Schugart, is a standing committee comprised of all outside Directors: Messrs.
Ball, Ross, Snapp, and Lewis. The Compensation Committee is responsible for the
continual review of the performance of the senior management group consisting of
the President/Chief Executive Officer, Senior Vice President/Chief Operating
Officer and Senior Vice President/Chief Financial Officer. The Compensation
Committee is also responsible for setting the levels of compensation of the
senior management group. Salaries for middle-management and the general staff
are brought by the senior management group annually to this committee for
approval. The Compensation Committee met one time in fiscal year 1996.
8
Report of the Compensation Committee on Executive Compensation
The committee discussed compensation for the management team of CEO
Larry Schugart, COO Gary Watkins, and CFO Jim Strovas. The committee reviewed
the salary survey obtained from the Kansas/Nebraska/Oklahoma League of Savings
Institutions, and the salary survey obtained from America's Community Bankers.
The Board also reviewed comparative data gleaned from the prospectus of 15
recently converted savings institutions.
The committee reviewed the compensation plans offered in the past
before the conversion, and reviewed the plan in the past year.
Them committee considered the issues and goals of a compensation plan.
A plan of compensation should insure loyalty and longevity of management, and
should provide incentive for the management team to build earnings and
shareholder value. At the same time, the compensation should not be excessive,
and should represent good value to the shareholders. The tools available include
base salary, bonuses, stock incentive plans (restricted stock and option plans),
retirement plans, and fringe benefits.
The committee reached a consensus that the management team will be
motivated by the existing restricted stock and option plans to build shareholder
value, and that no further adjustment or augmentation of such plans in
necessary. At the same time, the committee does not regard such plans as
excessive, and believes these plans to be very comparable to those offered by
our peer institutions, based upon the size and geographical location of such
peer group.
The committee further reached a consensus that the existing retirement
plans are adequate to provide incentive for management personnel to remain with
the Bank.
The committee further reached a consensus that base salaries are
adequate at this time.
The committee further reached a consensus that there should be a plan
in effect to provide motivation and reward for current operating results, and
that compensation should be tied to some degree to operating results. This will
assure that management has a direct interest in each dollar earned or spent by
the Bank, and will solidify the identity of interest between management and
shareholders.
Return on Equity and Return on Assets were discussed as possible ratios
to utilize in a formula to fix compensation. While the idea of utilizing these
ratios contained some merit, it was recognized that any such formula would be
complicated, and would be substantially affected and possibly skewed by the
current stock repurchase program. A formula based upon earnings would provide
incentive to achieve good current operating results, and would be easily
applied. It would also appear to have achieved the goals of the institution.
Based on budget projections, an bonus formula of 3% of net consolidated earnings
would result in approximately the same total compensation as paid in the past
fiscal year.
The committee therefore fixed a bonus plan in an amount equal to 3.0%
of the net consolidated earnings of the Bank and the Company for the coming
fiscal year, with the division of such bonus amount to be determined by
discussion among management. The committee acknowledged that there is a
potential for a one-time assessment to the Bank to re-capitalize the SAIF
Insurance Fund, and that the assessment would not be allocated against earnings
for the purpose of determining bonuses.
The committee further reviewed and extended to September 30, 1996 the
employment contracts which have been in existence with the management team. The
committee accepts that such contracts provide stability of management and assist
in clarification of the expectations of management and the Directors arising out
of the employment relationship.
9
Compensation Committee:
C. Duane Ross, Chairman
David H. Snapp
Jim W. Lewis
Richard A. Ball
Benefits
Long Term Incentive Plans. The Company does not presently sponsor any
long-term incentive plans nor did it make any awards or payouts under such plans
during the fiscal year ended September 30, 1996.
Stock Option Plan. The Company's Board of Directors previously adopted
the 1994 Stock Option Plan (the "Option Plan"). The following table sets forth
the year end value of options granted pursuant to the Option Plan to the chief
executive officer.
Aggregated Option/SAR Exercises in Last Fiscal Year, and FY-End Option/SAR Values
---------------------------------------------------------------------------------
(a) (b) (c) (d) (e)
Number of Securities
Underlying Unexercised Value of Unexercised
Options/SARs at In-The-Money Options/SARs
FY-End (#) at FY-End ($)
Shares Acquired
Name on Exercise (#) Value Realized($)(1) Exercisable/Unexercisable Exercisable/Unexercisable(1)
- - ---- --------------- -------------------- ------------------------- ----------------------------
Larry Schugart N/A N/A 57,033/0 $363,585/$0
- - ------------------
(1) Market value of underlying securities at fiscal 1996 year-end (equal to
market closing price of $16.375) minus the exercise price.
- - --------------------------------------------------------------------------------
Stock Performance Graph
- - --------------------------------------------------------------------------------
Set forth below is a stock performance graph comparing the cumulative
total shareholder return on the Common Stock with (a) the cumulative total
stockholder return on stocks included in the Nasdaq Stock Market index and (b)
the cumulative total stockholder return on stocks included in the Nasdaq Bank
index, as prepared for Nasdaq by the Center for Research in Securities Prices
("CRSP") at the University of Chicago. All three investment comparisons assume
the investment of $100 as of March 28, 1994 (the date of initial issuance of the
Common Stock). All of these cumulative total returns are computed assuming the
reinvestment of dividends. In the graph below, the periods compared were March
28, 1994 and the Company's fiscal year ends of September 30, 1994, 1995, and
1996.
There can be no assurance that the Company's future stock performance
will be the same or similar to the historical stock performance shown in the
graph below. The Company neither makes nor endorses any predictions as to stock
performance.
10
[GRAPHIC OMITTED - PLOTTING POINTS SHOWN BELOW]
===============================================================================
3/28/94 9/30/94 9/30/95 9/30/96
------- ------- ------- -------
- - -------------------------------------------------------------------------------
CRSP Nasdaq US Index $100.00 $ 97.91 $135.39 $160.47
- - -------------------------------------------------------------------------------
CRSP Nasdaq Bank Index $100.00 $106.40 $134.16 $171.51
- - -------------------------------------------------------------------------------
Landmark Bancshares, Inc. $100.00 $107.94 $153.35 $181.15
===============================================================================
- - --------------------------------------------------------------------------------
Certain Relationships and Related Transactions
- - --------------------------------------------------------------------------------
The Bank, like many financial institutions, has followed a policy of
granting various types of loans to officers, directors and employees. The loans
were made in the ordinary course of business and on substantially the same
terms, including interest rates and collateral, as those prevailing at the time
for the Bank's other customers, and do not involve more than the normal risk of
collectibility, nor present other unfavorable features. All loans by the Bank to
its directors and executive officers are subject to regulations of the Office of
Thrift Supervision ("OTS") restricting loans and other transactions with
affiliated persons of the Bank. In addition, loans to an affiliate must be
approved in advance by a disinterested majority of the Board of Directors or be
within other guidelines established as a result of OTS regulations.
11
Director Snapp is a partner of Waite, Snapp & Doll, a law firm that
serves as the Company's counsel in connection with foreclosure actions and
collection matters. For the fiscal year ended September 30, 1996, fees paid to
Mr. Snapp's firm by the Company were approximately $13,013. The Company believes
that transactions with Mr. Snapp's firm are on terms substantially the same, or
at least as favorable to the Company, as those that would be provided by a
non-affiliate.
Other than as set forth above, no directors, executive officers or
immediate family members of such individuals were engaged in transactions with
the Company or any subsidiary during the year ended September 30, 1996.
Furthermore, the Company had no "interlocking" relationships existing on or
after October 1, 1994 in which (i) any executive officer is a member of the
board of directors of another entity, one of whose executive officers is a
member of the Board of Directors, or where (ii) any executive officer is a
member of the compensation committee of another entity, one of whose executive
officers is a member of the Board of Directors.
- - --------------------------------------------------------------------------------
Proposal II -- Ratification of Appointment of Auditors
- - --------------------------------------------------------------------------------
Regier Carr & Monroe, L.L.P. was the Company's independent public
accountant for the 1996 fiscal year. The Board of Directors intends to renew the
Company's arrangement with Regier Carr & Monroe, L.L.P. for the 1997 fiscal
year, subject to ratification by the Company's stockholders. A representative of
Regier Carr & Monroe, L.L.P. is not expected to be present at the Meeting.
Ratification of the appointment of the auditors requires the
affirmative vote of a majority of the votes cast by the stockholders of the
Company at the Meeting. The Board of Directors recommends that stockholders vote
"FOR" the ratification of the appointment of Regier Carr & Monroe, L.L.P. as the
Company's auditors for the 1997 fiscal year.
- - --------------------------------------------------------------------------------
Other Matters
- - --------------------------------------------------------------------------------
The Board of Directors is not aware of any business to come before the
Meeting other than those matters described above in this proxy statement.
However, if any other matters should properly come before the 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 such proxies.
- - --------------------------------------------------------------------------------
Miscellaneous
- - --------------------------------------------------------------------------------
The cost of soliciting 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 Common Stock. In addition to solicitations by mail,
directors, officers, and regular employees of the Company may solicit proxies
personally or by telegraph or telephone without additional compensation.
The Company's 1996 Annual Report to Stockholders has been mailed to all
stockholders of record as of the close of business on the Record Date. Any
stockholder who has not received a copy of the annual report may obtain a copy
by writing to the Secretary of the Company. The annual report is not to be
treated as a part of the proxy solicitation material or as having been
incorporated herein by reference.
12
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Stockholder Proposals
- - --------------------------------------------------------------------------------
In order to be eligible for inclusion in the Company's proxy materials
for next year's Annual Meeting of Stockholders, any stockholder proposal to take
action at such meeting must be received at the Company's executive offices at
Central and Spruce, Dodge City, Kansas 67801, no later than August 15, 1997. Any
such proposals are subject to the requirements of the proxy rules adopted under
the 1934 Act.
- - --------------------------------------------------------------------------------
Form 10-K
- - --------------------------------------------------------------------------------
A copy of the Company's annual report on Form 10-K for the fiscal year
ended September 30, 1996 will be furnished without charge to stockholders as of
the record date upon written request to the Secretary, Landmark Bancshares,
Inc., Central and Spruce, Dodge City, Kansas 67801.
BY ORDER OF THE BOARD OF DIRECTORS
Dodge City, Kansas
December 13, 1996
13
- - --------------------------------------------------------------------------------
LANDMARK BANCSHARES, INC.
CENTRAL AND SPRUCE
DODGE CITY, KANSAS 67801
- - --------------------------------------------------------------------------------
ANNUAL MEETING OF STOCKHOLDERS
JANUARY 15, 1997
- - --------------------------------------------------------------------------------
The undersigned hereby appoints the Board of Directors of Landmark
Bancshares, Inc. (the "Company"), or its designee, 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 1997 Annual Meeting of Stockholders (the "Meeting"), to be held at the
offices of the Company, located at Central and Spruce, Dodge City, Kansas on
Wednesday, January 15, 1997, at 1:30 p.m., local time and at any and all
adjournments thereof, in the following manner:
FOR WITHHELD
- - -------------------------------------------------- --- --------
1. The election as director of the nominees
listed below: |_| |_|
C. Duane Ross
Richard A. Ball
INSTRUCTIONS: To withhold your vote for a nominee (or nominees) mark the
"WITHHELD" box above and write the nominee's name (nominees' names), for whom
authority to vote for is being withheld, on the line provided below.
FOR AGAINST ABSTAIN
--- ------- -------
2. The ratification of Regier Carr &
Monroe, L.L.P., as independent auditors
of Landmark Bancshares, Inc., for the
fiscal year ending September 30, 1997. |_| |_| |_|
In their discretion, such attorneys and proxies are authorized to vote upon such
other business as may properly come before the Meeting or any adjournments
thereof.
The Board of Directors recommends a vote "FOR" all of the above listed
propositions. ---
- - --------------------------------------------------------------------------------
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS
PROXY WILL BE VOTED FOR EACH OF 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 adjournments thereof, and after notification to the Secretary of the
Company at the Meeting of the stockholder's decision to terminate this proxy,
the power of said attorneys and proxies shall be deemed terminated and of no
further force and effect. The undersigned may also revoke this proxy by filing a
subsequently dated proxy or by written notification to the Secretary of the
Company of his or her decision to terminate this proxy.
The undersigned acknowledges receipt from the Company prior to the
execution of this proxy of an annual report, a Notice of Annual Meeting of
Stockholders and a proxy statement dated December 13, 1996.
Please check here if you
Dated: ___________________, 199___ |__| plan to attend the Meeting.
_______________________________________ __________________________________
PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER
_______________________________________ __________________________________
SIGNATURE OF STOCKHOLDER SIGNATURE OF STOCKHOLDER
Please sign exactly as your name appears on this proxy. When signing as
attorney, executor, administrator, trustee, or guardian, please give your full
title. If shares are held jointly, each holder should sign.
- - --------------------------------------------------------------------------------
PLEASE COMPLETE, DATE, SIGN, AND MAIL THIS PROXY PROMPTLY IN THE
ENCLOSED POSTAGE-PREPAID ENVELOPE.
- - --------------------------------------------------------------------------------
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 (Amendment No. )
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 ss. 240.14a-11(c) or ss. 240.14a-12
Landmark Bancshares, Inc.
- - --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- - --------------------------------------------------------------------------------
(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:
- - --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- - --------------------------------------------------------------------------------
(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):
- - --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- - --------------------------------------------------------------------------------
(5) Total fee paid:
- - --------------------------------------------------------------------------------
[ ] 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:
- - --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
- - --------------------------------------------------------------------------------
(3) Filing Party:
- - --------------------------------------------------------------------------------
(4) Date Filed:
- - --------------------------------------------------------------------------------