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Proc-Type: 2001,MIC-CLEAR
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box X .
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP NO. 401 08P 101
1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NUMBER OF ABOVE PERSON (ENTITIES ONLY) Great Southern Bancorp, Inc. 43-1524856 | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ___ (b) X | ||
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS
WC | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
______ | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
SOLE VOTING POWER 667,207 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 667,207 10 SHARED DISPOSITIVE POWER 0 |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
667,207 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
______ | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.6% | ||
14 | TYPE OF REPORTING PERSON
CO |
CUSIP NO. 401 08P 101
1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NUMBER OF ABOVE PERSON (ENTITIES ONLY) Turner Family Foundation 43-1778211 | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ___ (b) X | ||
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS
WC | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
______ | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Missouri |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
SOLE VOTING POWER 20,000 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 20,000 10 SHARED DISPOSITIVE POWER 0 |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
20,000 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
______ | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.5% | ||
14 | TYPE OF REPORTING PERSON
OO |
CUSIP NO. 401 08P 101
1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NUMBER OF ABOVE PERSON (ENTITIES ONLY) Turner Family Limited Partnership 43-1692737 | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ___ (b) X | ||
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS
WC | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
______ | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Missouri |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
SOLE VOTING POWER 12,000 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 12,000 10 SHARED DISPOSITIVE POWER 0 |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
12,000 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
______ | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3% | ||
14 | TYPE OF REPORTING PERSON
PN |
CUSIP NO. 401 08P 101
1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NUMBER OF ABOVE PERSON (ENTITIES ONLY) William V. Turner | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ___ (b) X | ||
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS
PF | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
______ | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
SOLE VOTING POWER 17,140 8 SHARED VOTING POWER 32,000 9 SOLE DISPOSITIVE POWER 17,140 10 SHARED DISPOSITIVE POWER 32,000 |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
49,140 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
______ | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.3% | ||
14 | TYPE OF REPORTING PERSON
IN |
CUSIP NO. 401 08P 101
1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NUMBER OF ABOVE PERSON (ENTITIES ONLY) Ann S. Turner | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ___ (b) X | ||
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS
PF | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
______ | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
SOLE VOTING POWER 800 8 SHARED VOTING POWER 32,000 9 SOLE DISPOSITIVE POWER 800 10 SHARED DISPOSITIVE POWER 32,000 |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
32,800 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
______ | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.9% | ||
14 | TYPE OF REPORTING PERSON
IN |
CUSIP NO. 401 08P 101
1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NUMBER OF ABOVE PERSON (ENTITIES ONLY) Steven G. Mitchem | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ___ (b) X | ||
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS
PF | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
______ | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
SOLE VOTING POWER 0 8 SHARED VOTING POWER 500 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 500 |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
500 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
______ | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0% | ||
14 | TYPE OF REPORTING PERSON
IN |
Item 1. Security and Issuer
The class of equity securities to which this statement relates is the common stock, par value $0.10 per share (the "Guaranty Common Stock"), of Guaranty Federal Bancshares, Inc. ("Guaranty"), located at 1341 W. Battlefield, Springfield, Missouri 65807.
Item 2. Identity and Background
(a)-(c), (f) | This statement is being filed by Great Southern Bancorp, Inc. ("Great Southern"), a Delaware corporation and a financial holding company. The principal business of Great Southern is the operations of its wholly owned subsidiary, Great Southern Bank, a Missouri-chartered trust company. The address of Great Southern's principal office is 1451 E. Battlefield, Springfield, Missouri 65804. Information regarding each of the directors and executive officers of Great Southern and Great Southern Bank is set forth on Schedule I attached hereto. Each of such persons is a citizen of the United States of America. |
This statement also is being filed by The Turner Family Foundation (the "Foundation"), a Missouri tax-exempt private foundation. The principal office of the Foundation is 925 St. Andrews Circle, Springfield, Missouri 65809. | |
This statement also is being filed by Turner Family Limited Partnership (the "Partnership"), a Missouri limited partnership organized to consolidate and facilitate management of family assets. The principal address of the partnership is 925 St. Andrews Circle, Springfield, Missouri 65809. | |
This statement also is being filed by William V. Turner, Chairman of the Board of Directors of Great Southern. Mr. Turner's address is c/o Great Southern, 1451 E. Battlefield, Springfield, Missouri 65804. Mr. Turner and Mrs. Ann S. Turner are the general partners of the Partnership. Mr. Turner is a citizen of the United States of America. | |
This statement also is being filed by Ann S. Turner, the spouse of William V. Turner. Mrs. Turner's address is c/o Great Southern, 1451 E. Battlefield, Springfield, Missouri 65804. Mrs. Turner is an employee of Great Southern Travel, a subsidiary of Great Southern Bank. Mrs. Turner is a citizen of the United States of America. | |
This statement also is being filed by Steven G. Mitchem, Senior Vice President and Chief Lending Officer of Great Southern Bank. Mr. Mitchem's principal business address is Great Southern Bank, 1451 E. Battlefield, Springfield, Missouri 65804. Mr. Mitchem is a citizen of the United States of America. | |
(d)-(e) | During the last five years, none of Great Southern, the Foundation, the Partnership, Mr. Turner, Mrs. Turner, Mr. Mitchem or, to the best of Great Southern's knowledge, any of the individuals listed in Schedule I has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in him being subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or being found in violation with respect to such laws. |
The amount of funds expended to date by Great Southern to purchase the shares of Guaranty common stock which it beneficially owns is $7,686,803. Such funds were provided from Great Southern's available working capital.
The amount of funds expended to date by the Foundation to purchase the shares of Guaranty common stock which it beneficially owns is $246,160. Such funds were provided from the Foundation's available cash.
The amount of funds expended to date by the Partnership to purchase the shares of Guaranty common stock which it beneficially owns is $134,875. Such funds were provided from the Partnership's available working capital.
The amount of funds expended to date by Mr. Turner to purchase the shares of Guaranty common stock which he beneficially owns is $197,828. Such funds represented personal funds of Mr. Turner.
The amount of funds expended to date by Mrs. Turner to purchase the shares of Guaranty common stock which she beneficially owns is $10,500. Such funds represented personal funds of Mrs. Turner.
The amount of funds expended to date by Mr. Mitchem to purchase the shares of Guaranty common stock which he beneficially owns is $5,000. Such funds represented personal funds of Mr. Mitchem.
The source of funds to be used to consummate the transaction discussed in Item 4 below has not been determined at this time.
Item 4. Purpose of Transaction
Until the date hereof, the reporting persons have reported their beneficial ownership of Guaranty common stock on Schedule 13G pursuant to Rule 13d-1(c). In accordance with Rule 13d-1(e), the reporting persons are now filing this Schedule 13D, not because of an additional acquisition of common stock of Guaranty, but because Great Southern sent to Guaranty a letter dated August 13, 2001, in which Great Southern offered to negotiate a merger between Guaranty and Great Southern at a price of $16.00 per share of Guaranty's common stock (the "Letter").
The reporting persons acquired the subject securities for investment purposes at various times between December 30, 1997 and December 7, 1999. The reporting persons believed at the time the subject securities were acquired that significant price appreciation could be achieved as Guaranty began to utilize the capital raised in its conversion to stock form.
Since December 7, 1999, however, the earnings, return on equity and stock performance of Guaranty have been relatively flat, despite the repurchase by Guaranty of more than 2.4 million shares of its common stock. As a result, the reporting persons do not believe that the value of Guaranty's franchise is adequately reflected in the current market price of Guaranty's common stock. Accordingly, representatives of the reporting persons met with representatives of Guaranty on June 29, 2001 to discuss their investment in Guaranty.
In analyzing several alternatives related to its investment in Guaranty, Great Southern considered a combination with Guaranty. The reporting persons believe that meaningful synergies can be achieved via consolidation of the data processing, legal, audit, administrative and public reporting functions. The reporting persons further believe that Guaranty's shareholders, customers and employees would benefit from such a transaction.
Accordingly, on August 13, 2001 Great Southern followed up on its recent conversations with Guaranty with a letter authorized by Great Southern's Board of Directors. The Letter expressed a desire to negotiate a merger with Guaranty wherein Great Southern would pay Guaranty's shareholders $16.00 per share -- half in cash and half in stock.
The reporting persons are aware that, on January 20, 1999, Guaranty adopted a shareholder protection rights plan designed to protect shareholders and Guaranty from coercive or unfair takeover tactics by a hostile acquiror seeking to gain control of Guaranty without offering a fair price to all its shareholders. The purpose of this plan, according to the letter from President Haseltine to shareholders announcing the plan, was to "discourage hostile tactics that impair the board's ability to fully represent the interests of all shareholders."
Mr. Haseltine further stated that, "[T]he Plan is not intended, however, to prevent an acquisition proposal or an acquisition of the Company which is fair and equitable to all shareholders. It will not deter any person or group who may be interested in acquiring control of the Company, if such person is willing to negotiate with the Board of Directors and to make an offer to acquire control of the Company's stock on terms and conditions that are favorable and fair to all shareholders."
Great Southern is also cognizant of its regulatory requirements as a federally regulated financial holding company, and the commitments it agreed to as part of obtaining approval to acquire its current ownership interest in Guaranty. As a result, Great Southern is not commencing, or announcing an intention to make, a tender offer or exchange offer, nor is it intending to cause Guaranty or any of its subsidiaries to become a subsidiary of Great Southern or any of its subsidiaries. Great Southern is merely offering to negotiate with the Board of Directors of Guaranty a transaction on terms and conditions that are favorable and fair to all shareholders.
A copy of the Letter is attached as Exhibit 1 to the Schedule 13D. Great Southern may at any time withdraw or modify its offer to negotiate set forth in the Letter or make a new offer to negotiate.
Subject to compliance with Guaranty's shareholder protection rights plan and federal regulatory compliance, any one or more of the reporting persons may decide to purchase additional shares of Guaranty common stock or sell shares of Guaranty common stock, although none of them has the current intention to do so. Except as set forth above, none of the reporting persons nor, to the best
knowledge of each reporting person, any of the individuals identified on Schedule I, has any present plans or proposals which relate to or would result in any of the transactions described in paragraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
(a)-(b) | The aggregate number of shares of Guaranty Common Stock beneficially owned by all of the reporting persons as of the date of this filing is 717,647 shares, representing 18.9% of the 3,793,175 shares of Guaranty Common Stock outstanding as of August 17, 2001, as disclosed in Guaranty's press release of that date announcing a semi-annual dividend declaration. |
Set forth below is a breakdown of the number of shares of Guaranty Common Stock which each reporting person beneficially owns in the aggregate, indicating the number of shares over which the reporting person has sole power to vote or direct the vote, shared power vote or direct the vote, sole power to dispose or direct the disposition and shared power to dispose or direct the disposition. Also indicated is the percentage of the outstanding shares of Guaranty common stock beneficially owned by each reporting person based on the 3,793,175 shares of Guaranty Common Stock outstanding as of August 17, 2001, as disclosed in Guaranty's press release of that date announcing a semi-annual dividend declaration. |
(i) | Great Southern Bancorp, Inc. | ||||
(A) | Aggregate number of shares beneficially owned: | 667,207 | |||
Percentage of outstanding shares: | 17.6% | ||||
(B) | Sole power to vote or direct the vote: | 667,207 | |||
Shared power to vote or direct the vote: | 0 | ||||
Sole power to dispose or direct the disposition: | 667,207 | ||||
Shared power to dispose or direct the disposition: | 0 | ||||
(ii) | The Turner Family Foundation | ||||
(A) | Aggregate number of shares beneficially owned: | 20,000 | |||
Percentage of outstanding shares: | 0.5% | ||||
(B) | Sole power to vote or direct the vote: | 20,000 | |||
Shared power to vote or direct the vote: | 0 | ||||
Sole power to dispose or direct the disposition: | 20,000 | ||||
Shared power to dispose or direct the disposition: | 0 | ||||
(iii) | Turner Family Limited Partnership | ||||
(A) | Aggregate number of shares beneficially owned: | 12,000 | |||
Percentage of outstanding shares: | 0.3% | ||||
(B) | Sole power to vote or direct the vote: | 12,000 | |||
Shared power to vote or direct the vote: | 0 | ||||
Sole power to dispose or direct the disposition: | 12,000 | ||||
Shared power to dispose or direct the disposition: | 0 |
(iv) | William V. Turner | ||||
(A) | Aggregate number of shares beneficially owned: | 49,140 | |||
Percentage of outstanding shares: | 1.3% | ||||
(B) | Sole power to vote or direct the vote: | 17,140 | |||
Shared power to vote or direct the vote: | 32,000 | ||||
Sole power to dispose or direct the disposition: | 17,140 | ||||
Shared power to dispose or direct the disposition: | 32,000 | ||||
(v) | Ann S. Turner | ||||
(A) | Aggregate number of shares beneficially owned: | 32,800 | |||
Percentage of outstanding shares: | 0.9% | ||||
(B) | Sole power to vote or direct the vote: | 800 | |||
Shared power to vote or direct the vote: | 32,000 | ||||
Sole power to dispose or direct the disposition: | 800 | ||||
Shared power to dispose or direct the disposition: | 32,000 | ||||
(vi) | Steven G. Mitchem | ||||
(A) | Aggregate number of shares beneficially owned: | 500 | |||
Percentage of outstanding shares: | 0.0% | ||||
(B) | Sole power to vote or direct the vote: | 0 | |||
Shared power to vote or direct the vote: | 500 | ||||
Sole power to dispose or direct the disposition: | 0 | ||||
Shared power to dispose or direct the disposition: | 500 |
The 500 shares beneficially owned by Mr. Mitchem are held by him jointly with his wife, Patricia A. Mitchem. Mrs. Mitchem's address is c/o Great Southern Bank, 1451 E. Battlefield, Springfield, Missouri 65804. During the last five years, Mrs. Mitchem has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in her being subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or being found in violation of such laws. Mrs. Mitchem is a citizen of the United States of America.
Except for Messrs. Turner and Mitchem, none of the individuals identified in Schedule I beneficially owns any shares of Guaranty Common Stock.
(c) | During the 60-day period prior to the date of this filing, none of the reporting persons or any of the persons listed on Schedule I effected any transactions in Guaranty Common Stock. |
(d) | N/A |
(e) | N/A |
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to the Securities of
the Issuer
Other than the Joint Filing Agreement filed as Exhibit 2 to this filing there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 hereof or on Schedule I hereto and between such persons and any person with respect to any securities of Guaranty, including but not limited to, transfer or voting of any of such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies. Although Messrs. Don Gibson and Richard Wilson were included in the Schedule 13G filed by these reporting persons, they are no longer employed by Great Southern and, therefore, are not included in this Schedule 13D. None of the shares of Guaranty Common Stock beneficially owned by reporting persons are pledged or otherwise subject to a contingency the occurrence of which would give another person voting power or investment power over such shares.
Item 7. Material to be Filed as Exhibits
1. Letter from Great Southern to Guaranty dated August 13, 2001
2. Joint Filing Agreement
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: August 22, 2001 | GREAT SOUTHERN BANCORP, INC. | ||
By: | /s/ Joseph W. Turner Joseph W. Turner President and Chief Executive Officer | ||
THE TURNER FAMILY FOUNDATION | |||
By: | /s/ William V. Turner
William V. Turner President | ||
THE TURNER FAMILY LIMITED PARTNERSHIP | |||
By: | /s/ William V. Turner
William V. Turner General Partner | ||
By: | /s/ William V. Turner
William V. Turner | ||
By: | /s/ Ann S. Turner Ann S. Turner | ||
By: | /s/ Steven G. Mitchem Steven G. Mitchem |
Schedule I
The name, present principal occupation or employment, and the name and principal business of any corporation or other organization in which such employment is conducted, of each of the directors and executive officers of Great Southern Bancorp and Great Southern Bank, is set forth below. The address of each person listed below is: c/o Great Southern Bancorp, Inc., 1451 E. Battlefield, Springfield, Missouri 65804.
Name |
Position with Great Southern |
Principal Occupation, if other than as an Executive Officer of Great Southern or Great Southern Bank |
William V. Turner | Chairman of the Board of Great Southern Bancorp and Great Southern Bank | |
Joseph W. Turner | President, Chief Executive Officer and Director of Great Southern Bancorp and Great Southern Bank | |
William E. Barclay | Director of Great Southern Bancorp and Great Southern Bank | Founder and Chairman, Auto-Magic Full Service Car Washes, Springfield, MO |
Larry D. Frazier | Director of Great Southern Bancorp and Great Southern Bank | Retired. Former General Manager of White River Valley Electric Cooperative. |
Thomas J. Carlson | Director of Great Southern Bancorp and Great Southern Bank | Mayor of Springfield, Missouri, real estate developer and investor |
Rex A. Copeland | Treasurer of Great Southern Bancorp, Senior Vice President and Chief Financial Officer of Great Southern Bank | |
Steven G. Mitchem | Senior Vice President and Chief Lending Officer of Great Southern Bank | |
Douglas W. Marrs | Vice President - Operations of Great Southern Bank | |
Larry A. Larimore | Secretary of Great Southern Bancorp, Secretary and Vice President - Compliance Officer of Great Southern Bank |
EXHIBIT 1
[LETTERHEAD OF GREAT SOUTHERN BANCORP, INC.]
August 13, 2001
Board of Directors
Guaranty Federal Bancshares, Inc.
1341 W. Battlefield
Springfield, MO 65807
Via hand delivery and certified mail return receipt requested
Dear Sirs:
I am pleased to submit, on behalf of Great Southern Bancorp, Inc. ("Great Southern"), this offer to negotiate for a combination of Great Southern and Guaranty Federal Bancshares, Inc. ("Guaranty"). We believe a combination would bring great benefits for all the important constituencies served by our companies. We are extremely serious about this combination and believe that it reflects the significant strategic importance we place on Guaranty, and, accordingly, presents an exceptional value for your shareholders.
Please note this offer to negotiate is not the commencement of, or the announcement of an intention to make, a tender offer or exchange offer, nor is this offer to negotiate intended to cause Guaranty or any of its subsidiaries to become a subsidiary of Great Southern or any of its subsidiaries.
Subject to completion of satisfactory due diligence, amendment or redemption of Guaranty's Preferred Share Purchase Rights, so as to render them inapplicable to the merger, negotiation and execution of a definitive merger agreement and approval of the appropriate banking regulators, we propose a merger in which the shareholders of Guaranty would receive $16.00 per share, with one-half of the consideration payable in cash and the other one-half payable in Great Southern common stock. This price would represent a premium of approximately 26% over Guaranty's current stock price. The merger would be structured as a tax-free transaction at the corporate level. There would be "capital gains" tax treatment available to Guaranty's shareholders for the cash portion of the merger consideration with taxes being deferred on the stock portion. We would plan to account for the transaction as a purchase with Guaranty Federal Savings being merged into Great Southern Bank.
We are prepared to move immediately forward with due diligence. We believe that we could jointly conclude the negotiation and execution of a definitive agreement in an expeditious fashion and are highly confident of our ability to close this transaction quickly and efficiently, with no regulatory impediments. No approval of Great Southern shareholders would be needed to consummate this transaction.
As stated above, we are very excited about this opportunity to combine our organizations. We believe strongly that a combination with Great Southern would generate superior short and long-term benefits for your shareholders and customers, as well as for your employees.
Your shareholders would benefit by receiving an ownership interest in the high quality, diversified community banking franchise that would result from our partnership.Based on the FDIC's June 30, 2000 market share report (the latest available) our pro forma deposit market share would be number one in both Greene County and in Springfield, Missouri. Additionally, based on deed of trust filings through June 30, 2001, our combined real estate lending operation would be number one in Greene County.
The proposed price is 20.5 times your last twelve months earnings, 35% of your deposits and 16% of your assets. Further, on a pro forma basis we believe the earnings per share for Guaranty's shareholders would be at least 85% greater than as a stand-alone company. In our view, all these numbers represent the superior value we perceive in this transaction and offer Guaranty's shareholders an unparalleled opportunity to enhance the value of their investment.
Your shareholders would also receive a more liquid and actively traded stock. In the five years since June 30,1996 our stock price and earnings per share have increased by annual compounded rates of 16% and 15%, respectively. In short, we believe this transaction represents outstanding value for your shareholders.
Your customers would benefit from an expanded offering of products and services, the most extensive banking network throughout our market as well as the pro forma strength of the combined institution. Importantly, customers would also benefit from our integration strategy, which is based on maintaining Guaranty's strong customer relationships. As outlined below, it would be our intention for customers of Guaranty to continue doing business with many of the folks they work with today in addition to our very capable staff. Additionally, Great Southern, as a community oriented institution, is committed to being involved with the community it serves, with local decision making and local community board leadership.
Your employees would benefit from an association with a combined institution which provides greater advancement and career opportunities, competitive salaries and participation in Great Southern's numerous benefit programs including its pension, 401-k and incentive stock option plans. Critical to our strategy would be the retention of a dedicated and capable employee base with knowledge of your customers. The employees of Guaranty would be essential to our effort working with us to expand your franchise.
We feel very positive about the prospect of a merger with Guaranty and believe it would be most beneficial for your shareholders, employees and customers. When the undersigned, along with Bill Turner and Tom Carlson met with Jim Haseltine, Jack Barham and Greg Ostergren, those members of your board assured us that the Guaranty board would, consistent with its fiduciary duty to shareholders, carefully consider a combination proposal from Great Southern or anyone else. We believe that upon completion of your analysis you will agree this offer to negotiate is in the best interest of your shareholders, customers and employees. We look forward to receiving your favorable response within the next seven days and invite you to contact me at 887-4400 if you have any questions.
Very truly yours, | |
/s/ Joseph W. Turner
Joseph W. Turner President |
EXHIBIT 2
This JOINT FILING AGREEMENT, made as of the 22nd day of August, 2001, by and among Great Southern Bancorp, Inc. ("GSBC"), a Delaware corporation, The Turner Family Foundation ("TFF") a Missouri tax-exempt private foundation, Turner Family Limited Partnership ("TFLP"), a Missouri Limited Partnership, William V. Turner ("W. Turner"), Ann S. Turner ("A. Turner") and Steven G. Mitchem ("Mitchem").
That, in consideration of the promises herein contained, the parties hereto agree as follows:
1. Joint Filing. GSBC, TFF, TFLP, W. Turner, A. Turner and Mitchem agree to file from time to time joint Schedules 13D with respect to their beneficial ownership of securities of Guaranty Federal Bancshares, Inc., and to file jointly any further amendments or schedules that may be required with respect to such ownership.
2. Responsibility for Filing. Each party hereto retains responsibility, as required by Securities and Exchange Commission's regulations, for the timely filing of any and all Schedules 13D and any amendments thereto and for the completeness and accuracy of the information concerning such party. Each party hereto is not responsible, however, for the completeness and accuracy of the information concerning the other parties hereto, unless such person knows or has reason to believe that such information is inaccurate.
3. Disclaimer of Group. Each party disclaims the existence of a "group" with any other party, and as between any and all entities which may beneficially own directly the securities which may be reported in one or more Schedules 13D pursuant hereto, except as otherwise expressly stated in such Schedules.
IN WITNESS WHEREOF, the parties hereto have set their hands as of the 22nd day of August, 2001.
GREAT SOUTHERN BANCORP, INC. | |||
By: | /s/ Joseph W. Turner Joseph W. Turner President and Chief Executive Officer | ||
THE TURNER FAMILY FOUNDATION | |||
By: | /s/ William V. Turner William V. Turner President | ||
THE TURNER FAMILY LIMITED PARTNERSHIP | |||
By: | /s/ William V. Turner William V. Turner General Partner | ||
By: | /s/ William V. Turner William V. Turner | ||
By: | /s/ Ann S. Turner Ann S. Turner | ||
By: | /s/ Steven G. Mitchem Steven G. Mitchem |