<PAGE> 1
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:
<TABLE>
<S> <C>
[ ] 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
</TABLE>
AMERICAN 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:
<PAGE> 2
AMERICAN BANCSHARES, INC.
4702 CORTEZ ROAD WEST
BRADENTON, FLORIDA 34210
March 26, 1997
Dear Shareholder:
On behalf of the Board of Directors, we cordially invite you to attend
the 1997 Annual Meeting of Shareholders of American Bancshares, Inc. (the
"Company") which will be held at the Oakmont Theatres located at 4801 Cortez
Road West, Bradenton, Florida 34210, on April 30, 1997, at 10:00 a.m., local
time.
At the Annual Meeting, shareholders will be asked (i) to elect twelve
(12) directors as members of the Board of Directors of the Company, (ii) to
approve and adopt the Company's Nonqualified Share Option Plan for Non-Employee
Directors, dated March 18, 1997, (iii) to ratify the appointment of Coopers &
Lybrand L.L.P. as the Company's independent auditors for 1997, and (iv) to
transact such other business which is properly brought up at the Annual Meeting
or any adjournment thereof. On the following pages you will find the Notice of
the Annual Meeting of Shareholders and the Proxy Statement giving information
concerning matters to be acted upon at the meeting. Of course, we will be
present at the Annual Meeting to answer any questions you might have.
YOUR VOTE IS IMPORTANT! The Company's management team would greatly
appreciate your attendance at the Annual Meeting. HOWEVER, WHETHER OR NOT YOU
PLAN TO ATTEND THE ANNUAL MEETING, IT IS VERY IMPORTANT THAT YOUR SHARES BE
REPRESENTED. Accordingly, please sign, date, and return the enclosed proxy card
which will indicate your vote upon the various matters to be considered. If you
do attend the meeting and desire to vote in person, you may do so by withdrawing
your proxy at that time.
We sincerely hope you will be able to attend the Annual Meeting and
look forward to seeing you at the 1997 Annual Meeting of Shareholders.
Very truly yours,
GERALD L. ANTHONY
President and Chief Executive Officer
<PAGE> 3
AMERICAN BANCSHARES, INC.
4702 CORTEZ ROAD WEST
BRADENTON, FLORIDA 34210
----------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 30, 1997
----------------------------
TO THE SHAREHOLDERS OF AMERICAN BANCSHARES, INC.:
NOTICE IS HEREBY GIVEN that the 1997 Annual Meeting of the Shareholders
of American Bancshares, Inc., a Florida corporation (the "Company"), will be
held at the Oakmont Theatres located at 4801 Cortez Road West, Bradenton,
Florida 34210 on April 30, 1997, at 10:00 a.m., local time, to act on the
following matters:
1. To elect twelve (12) directors as members of the
Board of Directors of the Company to serve until the 1998 Annual
Meeting of Shareholders and until their respective successors shall
be duly elected and qualified;
2. To consider and vote upon a proposal to approve the
Company's Nonqualified Share Option Plan for Non-Employee Directors,
dated March 18, 1997, in the form attached as Exhibit A to the Proxy
Statement;
3. To ratify the appointment of Coopers & Lybrand
L.L.P. as the Company's independent auditors for 1997; and
4. To transact such other business as may properly come
before the meeting or adjournment thereof.
Only shareholders of record at 5:00 p.m., Eastern Standard Time, on
March 24, 1997, are entitled to receive notice of, and to vote at, the Annual
Meeting. Each shareholder, even though he or she may presently intend to attend
the Annual Meeting, is requested to execute and date the enclosed proxy card and
to return it without delay in the enclosed postage-paid envelope. Any
shareholder present at the Annual Meeting may withdraw his or her proxy and vote
in person on each matter brought before the Annual Meeting.
By Order of the Board of Directors
Brian M. Watterson
Secretary
Bradenton, Florida
March 26, 1997
<PAGE> 4
AMERICAN BANCSHARES, INC.
4702 CORTEZ ROAD WEST
BRADENTON, FLORIDA 34210
-------------------------------------------
PROXY STATEMENT
1997 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 30, 1997
-------------------------------------------
GENERAL INFORMATION
This Proxy Statement is being furnished to the holders ("Shareholders")
of the common shares, par value $1.175 per share ("Common Shares"), of American
Bancshares, Inc., a Florida corporation (the "Company"), in connection with the
solicitation by the Company's Board of Directors of proxies for use at the 1997
Annual Meeting of Shareholders to be held on April 30, 1997, at 10:00 a.m. (the
"Annual Meeting"), and at any adjournment thereof. The Annual Meeting will be
held at the Oakmont Theatres, 4801 Cortez Road West, Bradenton, Florida 34210.
At the Annual Meeting, Shareholders will be asked to consider and vote
on the election of twelve (12) directors as members of the Board of Directors
of the Company, to consider and vote on a proposal to approve the adoption of
the Company's Nonqualified Share Option Plan for Non-Employee Directors,
dated March 18, 1997 (the "1997 Plan"), and to ratify the appointment of
Coopers & Lybrand L.L.P. as the Company's auditors for 1997. All properly
executed proxies received prior to or at the Annual Meeting will be voted in
accordance with the instructions indicated on such proxies, if any. If no
instructions are indicated with respect to any shares for which properly
executed proxies have been received, such proxies will be voted FOR the
election of the Board of Directors' nominees for directors, FOR approval and
adoption of the new 1997 Plan, and FOR the ratification of Coopers & Lybrand
L.L.P. as its auditors.
The Board of Directors has fixed 5:00 p.m., Eastern Standard Time, on
March 24, 1997, as the record date (the "Record Date") for the determination of
the Shareholders of record entitled to receive notice of, and to vote at, the
Annual Meeting or any adjournment thereof. On March 24, 1997, there were
approximately 4,070,458 issued and outstanding Common Shares of the Company,
constituting the only class of stock outstanding. The presence of a majority of
the outstanding Common Shares as of the Record Date, in person or represented by
proxy, will constitute a quorum at the Annual Meeting.
Any Shareholder giving a proxy may revoke it at any time before it is
exercised by duly executing and submitting a subsequently dated proxy, by
delivering a subsequently dated written notice of revocation to the Company
which is received at or before the Annual Meeting, or by voting in person at the
Annual Meeting (although attendance at the Annual Meeting will not, in and of
itself, constitute a revocation of the proxy). Any written notice revoking a
proxy should be sent to the Secretary of the Company at the Company's principal
executive offices, located at the address set forth above.
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<PAGE> 5
This Proxy Statement and the enclosed form of proxy are first being
sent to Shareholders, together with the Notice of Annual Meeting, on or about
March 26, 1997.
A copy of the Company's Annual Report to Shareholders for the fiscal
year ended December 31, 1996, ("1996 Annual Report"), including financial
statements, accompanies this Proxy Statement, but is not part of the proxy
solicitation materials. SHAREHOLDERS ARE REQUESTED TO COMPLETE, DATE, AND SIGN
THE ACCOMPANYING FORM OF PROXY AND RETURN IT PROMPTLY IN THE ENVELOPE PROVIDED
WITH THESE MATERIALS. No postage is necessary if the proxy is mailed in the
United States in the accompanying envelope.
VOTING SECURITIES
Generally, each Common Share outstanding on the Record Date entitles
the record holder thereof to cast one vote with respect to each matter to be
voted upon. Under the Florida Business Corporation Act, directors are elected
by a plurality of the votes cast at a meeting in which a quorum is present. In
connection with the election of directors, votes may be cast in favor of or
withheld from each nominee. Votes withheld from director nominees will be
counted in determining whether a quorum has been reached. However, since
directors are elected by a plurality, a vote against a director and votes
withheld from a nominee or nominees generally will not affect the outcome of
the election and will be excluded entirely from the vote.
In order to take action on a matter submitted to Shareholders at a
meeting where a quorum is present (other than the election of directors), the
votes cast in favor of the action must exceed the votes cast opposing the
action, unless the Articles of Incorporation or state law requests a greater
number of votes. Therefore, abstentions and broker non-votes have no effect
under Florida law.
All abstentions with respect to any proposal coming before the Annual
Meeting (other than the election of directors) will be counted as present for
purposes of determining the existence of a quorum; but since it is neither a
vote cast in favor of nor a vote cast opposing a proposed action, abstentions
typically will have no impact on the outcome of the vote and will not be counted
as a vote cast on any routine matter.
In the event of a broker non-vote with respect to any matter coming
before the meeting, the proxy will be counted as present for determining the
presence of a quorum but will not be counted as a vote cast on any matter. A
broker non-vote generally occurs when a broker who holds shares in street name
for a customer does not have authority to vote on certain non-routine matters
because its customer has not provided any voting instructions on the matter.
PROPOSAL I
ELECTION OF DIRECTORS
In accordance with the Company's Bylaws, the Board of Directors has
fixed the number of directors to be elected at the Annual Meeting at twelve
(12). The Company currently has thirteen Directors, each of whose term of office
will expire at the Annual Meeting. The Board of Directors has nominated twelve
persons, all of whom are currently directors, to stand for election at the
Annual Meeting. Each nominee has agreed to seek re-election as directors of the
Company to hold office until the 1998 Annual Meeting of Shareholders and their
successors have been duly elected and qualified.
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<PAGE> 6
It is intended that the proxies received from Shareholders, unless
contrary instructions are given therein, will be voted FOR the election of the
nominees named below, each of whom has consented to being named herein and have
indicated their intention to serve if elected. If any nominee for any reason
should become unavailable for election or if a vacancy should occur before the
election, it is intended that the shares represented by the proxies will be
voted for such other person as the Company's Board of Directors shall designate
to replace such nominee. The Board of Directors has no reason to believe that
any of the nominees will not be available or prove unable to serve if so
elected.
Nominees for Director
Each person listed as a nominee below has served as a director of the
Company since its inception in 1995. The board of directors of the Company's
sole subsidiary, the American Bank of Bradenton (the "Bank"), is identical to
that of the Company. The age of each nominee, his positions and offices with the
Company and the Bank, his term of office as a director, his business experience
during the past five years or more, and additional biographical data is set
forth below. Information with respect to the nominees is as of March 26, 1997,
except as otherwise stated.
<TABLE>
<CAPTION>
DIRECTOR
Name of Nominee Age Position with Company SINCE(1)
- --------------- --- --------------------- --------
<S> <C> <C> <C>
J. Gary Russ......................... 47 Chairman of the Board, Member of Executive 1989
Committee
Gerald L. Anthony.................... 53 President, Chief Executive Officer and Director, 1989
Member of Executive Committee
Samuel S. Aidlin..................... 83 Director, Member of Audit Committee 1989
Ronald L. Larson..................... 53 Director, Member of Executive Committee 1989
Timothy I. Miller.................... 57 Director, Member of Audit and Executive Committee 1989
Dan E. Molter........................ 45 Director, Member of Audit and Executive Committee 1992
Kirk D. Moudy........................ 45 Director 1994
Lindell W. Orr....................... 53 Director, Member of Audit Committee 1995
Lynn B. Powell, III.................. 60 Director, Member of Audit Committee 1989
Walter L. Presha..................... 51 Director, Member of Executive Committee 1989
R. Jay Taylor........................ 41 Director, Member of Audit Committee 1995
Edward D. Wyke....................... 76 Director 1989
</TABLE>
- -----------------
(1) Since the Company became the bank holding company for the Bank effective
December 1, 1995, years of service prior to 1995 are for the Bank only.
Years of service for 1995 and following are for the Bank and the Company.
All directors of the Company hold office until the earlier of the next
annual meeting of shareholders and until their successors have been duly elected
and qualified, or their death, resignation, or removal.
Set forth below is a description of the business experience during the
past five years or more, and other biographical information, for the nominees
seeking election to the Board of Directors:
J. GARY RUSS has been Chairman of the Board of Directors of the
Company and the Bank since 1995, and have been a director of the Bank since
1989. Mr. Russ is the principal owner of Russ Citrus Groves, Ltd. and a 50%
partner of Edwards-Russ Groves.
3
<PAGE> 7
GERALD L. ANTHONY has been President, Chief Executive Officer, and a
director of the Company since its inception in 1995, and has also served in
these three capacities for the Bank since 1989.
SAMUEL S. AIDLIN has served as a director of the Company since 1995,
and as a director of the Bank since 1989. Mr. Aidlin was the Chairman of the
Board and Chief Executive Officer of Aidlin Automation Corporation and Automated
Recycling, Inc. from 1945 until its sale in 1997.
RONALD L. LARSON has been a director of the Company since 1995, and a
director of the Bank since 1989. He currently serves as the President and owner
of Ron Larson & Associates, Inc., a consulting engineer company which was
organized in early 1997. From 1994 to 1997, Mr. Larson was the Senior Project
Manager at Larson Engineering, a division of Kimley Horn & Associates, Inc.
Prior to 1994, Mr. Larson was the President and owner of Larson Engineering.
TIMOTHY I. MILLER has been a director of the Company since 1995, and a
director of the Bank since 1989. Mr. Miller is the President of Miller
Insulation & Acoustics, Inc.
DAN E. MOLTER has been a director of the Company since 1995, and a
director of the Bank since 1992. Mr. Molter has been the President and Chief
Executive Officer of Molter Termite & Pest Control since 1976 and since 1994 he
also has served as President and Chief Executive Officer of Extend-O Drain Inc.,
as product manufacturer.
KIRK D. MOUDY has been a director of the Company since 1995, and a
director of the Bank since 1994. Mr. Moudy has been the President and Chief
Executive Officer of General Mortgage Corporation of America, a mortgage banker,
since 1985.
LINDELL W. ORR has been a director of the Company and the Bank since
1995. Mr. Orr has been the President and Chief Executive Officer of Columbia
Blake Medical Center since 1995. From 1993 to 1995 he was the Chief Executive
Officer of the Columbia Ed White Hospital and from 1988 to 1993 Mr. Orr was the
District Vice President for Hospital Corporation of America responsible for the
management of 14 hospitals located in Florida, Georgia, and South Carolina.
LYNN B. POWELL, III has been a director of the Company since 1995, and
a director of the Bank since 1989. Mr. Powell has been the owner of Powell
Motor Company since 1992. Prior to 1992, Mr. Powell was the owner of Cortez
Motors.
WALTER L. PRESHA has been a director of the Company since 1995, and a
director of the Bank since 1989. Mr. Presha is the Executive Director for
Manatee County Rural Health Services.
R. JAY TAYLOR has been a director of the Company and the Bank since
1995. Mr. Taylor is the President of Taylor & Fulton Packing Company.
EDWARD D. WYKE has been a director of the Company since 1995 and a
director of the Bank since 1989. Mr. Wyke is a retired architect.
There is no family relationship between any of the Company's directors,
nominees to serve as director, or executive officers. There are no arrangements
between any director or director nominee of the Company and any other person
pursuant to which he was, or will be, selected as director.
4
<PAGE> 8
DIRECTOR MEETINGS AND COMMITTEES
During 1996, the Board of Directors of the Company held a total of
three regular meetings. Each of the directors attended at least 75% of the total
number of meetings of the Board of Directors and the committees on which the
director served. The committees of the Board of Directors consist of a standing
Audit Committee, and an Executive Committee which acts as a nominating committee
and compensation committee.
The Audit Committee of the Board of Directors met four times during
1996. The Audit Committee is responsible for recommending to the Board of
Directors the engagement or discharge of the independent public accountants,
meeting with the independent public accountants to review the plans and results
of the audit engagement, reviews the activities of the subsidiary Bank's
examining committees, maintaining direct reporting responsibility and regular
communication with the Company's internal audit staff, reviewing the scope and
results of the internal audit procedures of the Company and its subsidiary,
approving the services to be performed by the independent public accountants,
considering the range of the audit and non-audit fees, reviewing the adequacy of
the Company's system of internal accounting. The Audit Committee is comprised of
Timothy I. Miller, Samuel S. Aidlin, Dan E. Molter, Lindell W. Orr, Lynn B.
Powell, and R. Jay Taylor.
The Executive Committee of the Board of Directors met 12 times in
1996. The Executive Committee, which also serves as the nominating committee
and compensation committee, makes recommendations to the Board of Directors with
respect to the Company's compensation policies and the compensation of executive
officers. The Executive Committee is comprised of J. Gary Russ, Gerald L.
Anthony, Ronald L. Larson, Timothy I. Miller, Dan E. Molter, Walter L. Presha,
and John A. Weichel, Sr. (who has resigned effective April 30, 1997).
COMPENSATION OF DIRECTORS
Directors of the Company also are directors of the Bank, and receive
$600 per month for their services to the Company and the Bank regardless of the
number of regular or special Board meetings they attend and an additional $100
for each committee meeting that they attend. The Chairman of the Board of
the Company also is the Chairman of the Board for the Bank, and receives $1500
per month for services rendered to the Company and the Bank.
In May 1996, the Board of Directors of the Company adopted the
"American Bancshares, Inc. Directors' Non-qualified Stock Option Plan of 1996"
(the "1996 Directors' Plan"). No options were granted under the 1996 Directors'
Plan and on March 18, 1997, the Company terminated the plan.
THE BOARD OF DIRECTORS RECOMMEND A VOTE FOR
THE ELECTION OF ALL 12 NOMINEES.
5
<PAGE> 9
PROPOSAL II
APPROVAL OF THE 1997 NONQUALIFIED
SHARE OPTION PLAN FOR
NON-EMPLOYEE DIRECTORS
The Board of Directors has adopted, subject to the approval of the
Shareholders, the Nonqualified Share Option Plan for Non-Employee Directors
dated March 18, 1997 (the "1997 Plan"). The Board of Directors believes that the
granting of such share options will assist the Company in its efforts to attract
and retain highly qualified persons to serve as directors and to encourage them
to exert their best efforts on behalf of the Company. Accordingly, the Board
recommends that the Shareholders vote FOR approval of the 1997 Plan, and the
proxies will be so voted unless a Shareholder specifies otherwise. In order to
approve and adopt the 1997 Plan, the votes cast in favor of the 1997 must exceed
the votes cast opposing adoption of the 1997 Plan at a meeting where a quorum is
present. The following summary description of the 1997 Plan is qualified in its
entirety by reference to the text of the 1997 Plan which is set forth as Exhibit
A to this Proxy Statement.
THE 1997 PLAN
Purpose. The purpose of the 1997 Plan is to strengthen the ability of
the Company to attract and retain the services of experienced and knowledgeable
independent directors of the Company for the benefit of the Company and its
Shareholders and to provide additional incentives for such independent directors
to continue to work for the best interests of the Company and its Shareholders
through continuing ownership of its Common Shares.
Shares Available for Options. Subject to adjustments upon certain
changes in the Company's capitalization as set forth in Section 9 of the Plan,
an aggregate of up to 75,000 Common Shares may be issued upon exercise of
options granted under the 1997 Plan. The Common Shares to be issued upon
exercise of options may include authorized but unissued shares and shares
previously reserved for issuance upon exercise of options which have expired or
terminated. Shares subject to an option that ceases to be exercisable for any
reason are available for subsequent option grants.
Administration of the Plan. The 1997 Plan shall be administered by the
Board of Directors of the Company. The Board shall, subject to the provisions of
the 1997 Plan, grant options under the 1997 Plan and shall have the power to
construe the 1997 Plan, to determine all questions as to eligibility, and to
adopt and amend such rules and regulations for the administration of the 1997
Plan as it may deem desirable. The terms of each option to be granted under the
1997 Plan shall be as determined from time to time by the Board of Directors and
shall be set forth in a Share Option Agreement in the form attached as an
exhibit to the 1997 Plan and approved by the Board of Directors. Neither the
dollar value nor the number of options that may be granted to any Director are
presently ascertainable. Such determination shall be made by the Board after the
1997 Plan becomes effective.
Eligibility. Options will be granted only to Directors of the Company
or of a subsidiary who are not otherwise employees of the Company or any
subsidiary. Initially, 11 persons will be eligible to receive Options under
the 1997 Plan.
Option Prices. The price at which any shares may be purchased
pursuant to the exercise of an option shall not be less than the fair market
value of the shares on the date of grant, but in no event shall
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<PAGE> 10
the price be less than the par value of the shares. Fair market value for
purposes of the 1997 Plan is the closing sales price of the Common Shares as
reported by the National Association of Securities Dealers Automated Quotation
System National Market on the date of grant. The closing price of the Common
Shares on March 20, 1997 was $9.125.
Option Term. Each option granted under the 1997 Plan are immediately
exercisable on the date of grant and terminate at the earliest of: (i) ten (10)
years of after the date of grant, (ii) immediately after termination as a
Director with cause, or (iii) such earlier date as determined by the Board in
its discretion ("Option Exercise Period").
Payment of the Exercise Price. Payment of the exercise price ("Exercise
Price"), together with the amount of any tax or excise due in respect of the
sale of the Common Shares subject to an option, must be made in full upon
exercise of an option in whole or in part in cash, by delivery of Common Shares,
or any combination of cash and Common Shares as the Board of Directors may
determine. As a condition to the exercise of options, the Company may require
the option holder to pay the Company the amount of any taxes which the Company
may be required to withhold. The Company will not issue a certificate for Common
Shares until full payment for such shares has been made and until all legal
requirements applicable to the issuance and transfer of such shares have been
satisfied. An option holder has none of the rights of a shareholder until shares
are issued to him or her.
Transfer Restrictions. An option is exercisable only by the option
holder during his or her lifetime, and no option or right or interest in an
option is assignable or transferable by the holder except by will or the laws of
decent and distribution.
Change in Common Shares. If the Company is a party to any merger or
consolidation, purchase, or acquisition of property or stock, or any separation,
reorganization or liquidation, the Board of Directors has the power to make
arrangements for the substitution of new options for, or the assumption by
another corporation of, any unexpired options.
If by reason of a recapitalization, reclassification, stock split,
combination of shares, or dividend payable in Common Shares, the outstanding
Common Shares are increased or decreased or changed into a different number or
kind of shares or other securities of the Company, the Board of Directors will
conclusively determine the appropriate adjustment in the Exercise Price of
outstanding options and in the number and kind of shares as to which outstanding
options will be exercisable.
In the event of any of the foregoing transactions, the total number of
Common Shares for which options may be granted will be appropriately adjusted by
the Board of Directors.
Indemnity. The Board of Directors shall not be liable for any act,
omission, interpretation, construction, or determination made in good faith in
connection with their responsibilities under the 1997 Plan. The Company has
agreed to indemnify the members of the Board of Directors, in respect of any
claim, loss, damage, or expense (including counsel fees) arising from any such
act, omission, interpretation, construction, or determination to the fullest
extent permitted by law.
Amendment, Modification, or Termination of the 1997 Plan. The Board of
Directors may at any time amend, modify, suspend, or terminate the 1997 Plan (as
provided by Section 10 of the Plan). Except in connection with certain capital
adjustments described under "Change in Common Shares" above (Section 9 of the
Plan), the Board of Directors may not amend the Plan to increase the number of
shares
7
<PAGE> 11
subject to the Plan without Shareholder approval. No amendment, modification,
suspension, or termination of the 1997 Plan, except as described herein, may
affect the rights of an option holder without his or her consent.
Term of the 1997 Plan. Unless sooner terminated under Section 10 of the
1997 Plan, it will terminate on the tenth anniversary from the date of its
adoption by the Board, and no options may be granted under the 1997 Plan after
such date. Termination will not affect the validity of options granted prior to
the date of termination.
FEDERAL TAX CONSEQUENCES
The 1997 Plan does not qualify as an incentive stock option plan within
the meaning of Section 422 of the Internal Revenue Code (the "Code").
An option holder under the 1997 Plan generally will not be taxed upon
the grant of an option, but rather at the time of exercise of the option.
Ordinarily, an option holder will recognize ordinary income at the time an
option is exercise in an amount equal to the excess of the fair market value
(upon exercise) of the Common Shares purchased over the Exercise Price.
The Company generally will be entitled to a federal income at deduction
at the same time as, and in the same amount that, the option holder recognizes
ordinary income provided that the Company satisfies its withholding obligations.
When an option holder disposes of the Common Shares received upon
exercise of an option, he or she will recognize capital gain or loss in an
amount equal to the difference between the sales price and the fair market value
on the date on which the option holder recognized ordinary income as a result of
the exercise of the option.
An option holder who pays the Exercise Price, in whole or in part, by
delivering Common Shares already owned by him or her will recognize no gain or
loss for federal income tax purposes on the shares surrendered, the basis of the
shares received will be equal to the basis of the shares surrendered. The basis
for additional shares received upon exercise will be equal to the fair market
value of such shares on the date of exercise, and the holding period for such
additional shares will commence on that date.
The 1997 Plan is not qualified under Section 401 of the Code and is not
subject to the provision of the Employee Retirement Income Security Act of 1974,
as amended.
SECTION 16
It is intended that the grant and exercise of the option will be exempt
under Section 16(b) of the Securities Exchange Act of 1934 (the "Exchange Act").
Section 16(b) generally provides, among other things, that a director who
purchases and sells the stock of a corporation of which he or she is a director
within a six (6) month period is liable to the corporation for the difference
between the purchase price and the sales price. Rule 16b-3 under the Exchange
Act provides that the acquisition of a stock option, or its subsequent exercise,
by a director of a corporation which grant has been approved by either the
shareholders or the full board of directors of the corporation is not subject to
Section 16(b).
8
<PAGE> 12
INTEREST OF NOMINEES FOR THE 1997 PLAN.
Except for Mr. Anthony who is an officer of the Company, each of the
nominees for election to the Board of Directors at the Annual Meeting will be
eligible to receive options to purchase the Company's Common Shares under the
1997 Plan upon his election at the Annual Meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ADOPTION OF THE 1997 PLAN.
----------------------------
PROPOSAL III
APPROVAL AND RATIFICATION OF APPOINTMENT
OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has selected the firm of Coopers & Lybrand
L.L.P., independent public accountants, to be the Company's auditors for the
fiscal year ended December 31, 1997 and recommends that Shareholders vote to
ratify that appointment. Although submission of this matter to Shareholders is
not required by law, in the event of a negative vote, the Board of Directors
will reconsider its selection. Ratification of the appointment will require that
the votes cast in favor of ratification exceed those votes cast opposing
ratification at a meeting where a quorum is present. Coopers & Lybrand L.L.P.
is expected to have a representative at the Annual Meeting who will be
available to respond to appropriate questions from Shareholders attending the
meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THIS PROPOSAL.
----------------------------
EXECUTIVE OFFICERS
The executive officers of the Company and the Bank, their ages, and
positions with the Company and the Bank are set forth below:
<TABLE>
<CAPTION>
Name Age POSITION WITH COMPANY AND/OR BANK
---- --- ---------------------------------
<S> <C> <C>
Gerald L. Anthony............................... 53 President and Chief Executive Officer (1)
Philip W. Coon.................................. 43 Senior Vice President, Mortgage Banking
Division of Bank
Andrea M. Franco................................ 48 Vice President, Credit Cards and Marketing
Stuart M. Gregory............................... 38 Senior Vice President, Retail Residential
Lending for Bank
Michael R. Lewis................................ 49 Vice President, Consumer Lending for Bank
David R. Mady................................... 35 Vice President, Secondary Market Manager for
Bank
John S. Nash.................................... 37 Senior Vice President, Senior Commercial
Lending Officer for Bank
Brian M. Watterson.............................. 39 Chief Financial Officer, Secretary, and Chief
Operations Officer(1)
</TABLE>
- ---------------
(1) Each of these individuals serve both the Company and the Bank in the same
capacities as indicated above.
9
<PAGE> 13
Officers are elected annually by the respective Boards of Directors of
the Company and the Bank to hold office until the earlier of their death,
resignation, or removal.
Set forth below is a description of the business experience during the
past five years or more and other biographical information for the executive
officers identified above who are not nominees seeking election as a director of
the Company.
PHILIP W. COON has been the Senior Vice President, Mortgage Banking
Division of the Bank since the start-up of the Bank's mortgage banking
operations in 1994. Mr. Coon has engaged in mortgage banking activities for the
past 17 years. He was employed as Director of Residential Lending with Key
Florida Bank, Bradenton from 1991 to 1994, as Regional Manager with Southeast
Mortgage Company, Tampa from 1985 to 1991, as a Branch Manager with Collateral
Mortgage Company from 1984 to 1985, and as a Loan Officer with Cameron-Brown
Company in Charlotte, North Carolina and Tampa, Florida from 1979 to 1984.
ANDREA M. FRANCO has been the Vice President, Credit Cards and
Marketing of the Bank since 1994. Previously, Ms. Franco was the District
Manager of Financial Alliance, an independent sales organization for credit card
sales, from 1992 to 1994; Vice President of Credit Card operations for First
Florida Banks from 1982 to 1992; credit card sales for Telecredit, a credit card
processing company, from 1978 to 1982; and credit card processing for First
National Bank of Ft. Myers, Florida from 1972 to 1978.
STUART M. GREGORY has been the Senior Vice President, Residential Real
Estate since January 1997. Previously, Mr. Gregory was the founder and President
of DesChamps & Gregory Mortgage Company, Inc. ("DesChamps"), a Bradenton based
mortgage brokerage company originating residential mortgage loans, from 1991
until its acquisition by the Bank in 1997. Prior to forming DesChamps, Mr.
Gregory served for eleven years as a Senior Account Executive for Republic
Mortgage Insurance Company and General Electric Capital Corporation in the State
of Florida. Both companies specialize in high loan to value risk insurance for
residential mortgage loans. Mr. Gregory is a graduate of Florida Southern
College with a bachelor of science degree in Sports Administration.
MICHAEL R. LEWIS has been the Vice President, Consumer Lending of the
Bank since 1993. Previously, Mr. Lewis has worked as Vice President, Consumer
Lending, at Barnett Bank, Tallahassee (1969-75), as Vice President, Consumer
Lending at Southeast Bank, Bradenton (1975-80), as Business Manager for Sands
Toyota, Bradenton (1980-83), as a Consumer Lending Officer as Island Bank,
Bradenton (1983-84), and a Director of Indirect Consumer Lending at Barnett
Bank, Bradenton (1985-93). Mr. Lewis attended Florida State University and is a
graduate of the University of Oklahoma Banking School.
DAVID R. MADY has been the Vice President, Secondary Market Manager of
the Bank since the start-up of the Bank's mortgage banking operations in 1994.
Previously, Mr. Mady served as the Secondary Market Manager for Key Florida
Bank, F.S.B., from 1991 to 1994. From 1990 to 1991, he was employed by First
Union Bank of Florida in charge of their residential lending operations for
Hillsborough County, Florida, and from 1984 to 1989, Mr. Mady served as a loan
officer for Southeast Mortgage. Mr. Mady is a graduate of the University of
Connecticut with a bachelor of science degree in finance.
10
<PAGE> 14
JOHN S. NASH has been the Senior Vice President, Senior Commercial
Lending Officer of the Bank since 1989. Prior to joining the Bank, from 1982 to
1989, Mr. Nash worked with Barnett Bank in Bradenton as a consumer lending
officer, corporate lending officer and finally as Branch Manager/Commercial
Officer in the downtown office of Barnett Bank in Bradenton. He holds a bachelor
of science degree in business administration, conferred by the University of
Florida in 1981.
BRIAN M. WATTERSON has been a Vice President and the Chief Operations
Officer of the Company and the Bank since January 15, 1996, and in February 1997
Mr. Watterson took over the responsibilities of the Chief Financial Officer of
the Company and the Bank. Previously, Mr. Watterson served as a Senior Vice
President and Chief Financial Officer at SouthTrust Bank, Sarasota, Florida from
August 1995 to December 1995. Senior Vice President and Chief Financial Officer
at Key Florida Bank, F.S.B., Bradenton, Florida from September 1992 to July
1995; insurance agent for Nationwide Insurance and Metropolitan Insurance
Company, Bradenton from September 1990 to February 1992; Vice President, Chief
Financial Officer, and Cashier at Southtrust Bank, Sarasota, Florida from
February 1992 to August 1992; and as Assistant Controller at Barnett Bank of
Manatee County, N.A. from July 1979 to May 1990. Mr. Watterson graduated in 1981
from the University of South Florida with a degree in Business Administration.
He also graduated form the Florida School of Banking at the University of
Florida, Gainesville, Florida in 1985 and from the B.A.I. School for Banking
Administration at the University of Wisconsin, Madison, Wisconsin in 1989.
COMPENSATION OF EXECUTIVE OFFICERS
SUMMARY COMPENSATION TABLE
The following summary compensation table sets forth the cash and
non-cash compensation paid to or accrued for the past three fiscal years for the
Company's Chief Executive Officer, and all other executive officers whose total
compensation exceeded $100,000 for fiscal year 1996.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
NAME AND ------------------- ALL OTHER
PRINCIPAL OCCUPATION YEAR SALARY ($) BONUS ($) COMPENSATION ($) (1)
-------------------- ---- ---------- --------- --------------------
<S> <C> <C> <C> <C>
Gerald L. Anthony 1996 $135,000 0 $ 6,600
President and Chief 1995 98,333 $ 8,000 600
Executive Officer 1994 95,000 0 3,000
Philip W. Coon 1996 $ 85,228 $40,226(1) 0
Senior Vice President 1995 72,950 17,378(1) 66,500(2)
Mortgage Banking Division 1994(3) 49,281 0 0
David R. Mady 1996 $ 66,770 $40,266(1) 0
Vice President Secondary 1995 54,662 17,378(1) 66,500(2)
Market Manager 1994(3) 35,135 0 0
</TABLE>
- -----------
(1) Commission paid based on aggregate principal balance of wholesale
residential mortgage loans originated by Mortgage Banking Division and sold
in the Secondary Mortgage Market.
11
<PAGE> 15
(2) Amounts represent settlements made to Mr. Coon and Mr. Mady in 1995 for
the release of their employment contracts entered into during May of 1994.
See "Employment Contracts."
(3) Mr. Coon and Mr. Mady were employed in May of 1994, therefore, the amount
represents compensation paid for a partial year.
SHARE OPTIONS GRANTS
As of December 31, 1996, the Company did not have any long term
incentive plans nor had it awarded any restricted share or granted any share
options. In addition, no share options or share appreciation rights have been
granted to, or are held by, any executive officers of the Company.
EMPLOYMENT AGREEMENTS
The Company, believing that the continued services and contributions of
certain key executives is critical to the Company's prospects and in the best
interest of its Shareholders, has caused the Bank to enter into employment
agreements with such executives under the terms and conditions set forth below.
The Bank has entered into an employment agreement with Mr. Gerald L.
Anthony, President and Chief Executive Officer of the Company and the Bank,
which commenced on December 1, 1995. The agreement is for a period of three
years, at the end of which, the agreement is automatically renewed on an annual
basis. The agreement provides, among other things, for an initial annual base
salary of $135,000, which salary is subject to annual increases and the payment
of performance bonuses if the Bank achieves certain target goals with respect to
projected yearly returns on assets. Under the agreement, Mr. Anthony is provided
an automobile, and also is eligible to receive any other benefits provided to
the Bank's executive employees.
The agreement further provides that if Mr. Anthony's employment is
terminated within 120 days after a "change of control" (as that term is defined
therein) for other than "just cause" (as that term is defined therein), Mr.
Anthony shall be entitled to an amount equal to his then existing annual
compensation, as well as his salary through the last day of the month of
termination. In the event that Mr. Anthony is not terminated within 120 days
after the "change of control", but Mr. Anthony or the Board of Directors
however, opposes the "change of control" within 120 days after its occurrence,
and Mr. Anthony ends his employment within that time period, Mr. Anthony is
entitled to receive an amount equal to his then existing annual salary.
The Bank also entered into employment agreements with Mr. John S. Nash
and Mr. Michael Lewis, which commenced January 1, 1996. Each agreement is for a
three year term, with automatic annual renewals thereafter. The annual base
salaries for Messrs. Nash and Lewis, as provided under their respective
agreements, are $78,000 and $67,000, respectively. These base salaries are
subject to merit-based increases, which are determined by the President and
Chief Executive Officer, as well as increases based on the amount of any annual
increase in the Consumer Price Index. These officers may also earn a performance
bonus based upon achievement of quantified goals related to the Bank's
profitability. Messrs. Nash and Lewis also are eligible to receive any other
benefits provided to the Bank's executive employees.
Each agreement provides that the employee will be entitled to twelve
months salary as severance pay should the employee be involuntarily terminated
within 90 days prior to or after a "change of control", (as that term is defined
therein).
12
<PAGE> 16
The Board of Directors of the Bank entered into an employment
agreements with Mr. Philip W. Coon and Mr. David Mady, of the Mortgage Banking
Division, effective June 30, 1995. Each contract is for a four year term, with
automatic annual renewal thereafter. These agreements provide for a base salary
which is subject to annual increases based upon annual increases, if any, in the
Consumer Price Index. The base salaries are $79,233 and $59,850 for Messrs. Coon
and Mady, respectively. In addition to the base salary, the contracts provide
for a commission based on the aggregate principal balance of wholesale
residential mortgage loans originated by the Mortgage Banking Division and sold
in the secondary market. The agreements further entitle the officers to earn
incentive compensation based upon achievement of quantified goals related to the
Bank's profitability.
401(K) PLAN
The Board of Directors of the Bank approved a tax-deferred investment
plan (the "401(k) Plan") effective January 1, 1994. All employees who work at
least 250 hours per quarter and are at least 21 years of age may elect to
participate in the 401(k) Plan once he or she has completed one year of service.
Under the 401(k) Plan, a participating employee is given an opportunity to make
an elective contribution under a salary deferral savings arrangement of up to a
maximum of 15% of the participant's pre-tax compensation up to a maximum of
$9,500 per year. Each such contribution is fully vested in the participant.
In addition, the Bank may make a separate matching contribution in an
amount based upon its annual profitability, which will be allocated
proportionally among the participants and vested on a five year schedule. In
1996, Messrs. Anthony, Coon and Mady participated in the 401(k) Plan at 6.62%,
6.50% and 5.26% of their salaries respectively.
EMPLOYEE INCENTIVE SHARE OPTION PLAN
On May 28, 1996, the Company's Shareholders approved the adoption of
the American Bancshares, Inc. and American Bank of Bradenton Incentive Stock
Option Plan of 1996 ("ISO Plan"). The ISO Plan is designed to qualify as an
"incentive stock option plan" under Section 422 of the Code.
The stated purpose of the ISO Plan is to aid the Company and its
subsidiary Bank in securing and retaining key employees of outstanding ability
by making it possible to offer them an increased incentive, in the form of a
proprietary interest in the Common Shares of the Company, to join or continue in
service of the Company or its subsidiary Bank, and to increase the welfare and
success of the Company and its subsidiaries. Under the ISO Plan, the Board of
Directors is authorized to grant options to purchase up to an aggregate of
150,000 Common Shares to key employees of the Company. Key employees who will be
eligible to participate in the ISO Plan are defined to include any person in the
regular full-time common law employment of the Company or any subsidiary as an
executive or non-executive officer thereof, who in the opinion of the Board of
Directors, is or is expected to be primarily responsible for the management,
growth, or protection of some part or all of the business of the Company.
The ISO Plan is administered by the Board of Directors and has the
power and authority to administer, construe, and interpret the ISO Plan and to
make rules for carrying it out and to make changes in such rules. The terms of
each option granted under the proposed ISO Plan shall be as determined from time
to time by the Board of Directors and shall be set forth in an Incentive Stock
Option Agreement in the form attached as an exhibit to the ISO Plan and approved
by the Board of Directors, subject to the limitations set forth in the ISO Plan.
13
<PAGE> 17
Except for options granted to 10% Shareholders, the exercise price of
the options must not be less than the fair market value of the Company's Common
Shares on the date of grant, as determined by the Board of Directors in
conformity with Treasury regulations. In order for options granted to
shareholders possessing more than 10% of the combined voting power of all
classes of the Company's stock (or persons to whom such ownership is attributed
on the date of the grant) to constitute incentive stock options, the exercise
price of such options must not be less than 110% of such fair market value and
must be exercised within five years from the date of grant. Options must be
granted within ten (10) years from the date of adoption of the ISO Plan. Except
for ISO options granted to 10% Shareholders, each option granted under the ISO
Plan must be exercised, if at all, within ten (10) years from the date of grant,
unless by their terms the options expire sooner. Options are cancelled three
months following termination of employment, unless termination is due to death
or permanent disability. Options must be exercised. The Board may impose
additional or more restricted terms and conditions on the option.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Bank has had, and expects to have in the future, various loans and
other banking transactions in the ordinary course of business with the
directors, executive officers, and principal Shareholders of the Bank and the
Company (or associate of such person). All such transactions: (i) have been and
will be made in the ordinary course of business; (ii) have been and will be made
on substantially the same terms, including interest rates and collateral on
loans, as those prevailing at the time fo comparable transactions with
unrelated persons; and (iii) in the opinion of management do not and will not
involve more than the normal risk of collectability or present other unfavorable
features. At December 31, 1996 and 1995, the total dollar amount of extensions
of credit to directors and executive officers identified above and principal
Shareholders of the Company identified below, and their associates (excluding
extensions of credit which were less than $60,000 to any one such person and
their associates) were $5,963,312 and $5,468,304, respectively, which
represented approximately 32% and 56%, respectively, of total shareholders'
equity.
Outside of normal customer relationships, none of the directors or
officers of the Company, and no Shareholders holding over 5% of the Company's
Common Stock and no corporations or firms with which such persons or entities
are associated, currently maintains or has maintained since the beginning of the
last fiscal year, any significant business or personal relationship with the
Company or the Bank, other than such as arises by virtue of such position or
ownership interest in the Company or the Bank.
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information regarding the
beneficial ownership of the Company's outstanding Common Shares as of February
28, 1997, by: (i) each executive officer of the Company named in the Summary
Compensation Table, (ii) all directors and executive officers of the Company as
a group, and (iii) each person known to the Company to own beneficially more
than 5% of its outstanding Common Shares. Except as otherwise indicated, the
persons named in the table have sole voting and investment power with respect to
all of the Common Shares owned by them.
14
<PAGE> 18
<TABLE>
<CAPTION>
CURRENT BENEFICIAL OWNERSHIP
----------------------------
NUMBER PERCENT
NAME AND ADDRESS OF BENEFICIAL OWNER (1) OF SHARES (2) OF CLASS(3)
- ---------------------------------------- ------------- -----------
<S> <C> <C>
Continuing Directors and Certain Executive Officers
J. Gary Russ......................................................................... 193,371 (4) 4.75%
10902 Russ Road
Myakka City, FL 34241
Samuel S. Aidlin..................................................................... 67,408 (5) 1.66%
5079 Village Gardens
Sarasota, FL 34234
Gerald L. Anthony.................................................................... 16,479 (6) *
Philip W. Coon....................................................................... -- *
Ronald L. Larson..................................................................... 50,879 (7) 1.25%
3001 Riverview Blvd.
Bradenton, FL 34205
David R. Mady........................................................................ -- *
Timothy I. Miller.................................................................... 41,229 (8) 1.01%
3203 52nd Avenue Dr.
Bradenton, FL 34207
Dan E. Molter........................................................................ 50,335 1.23%
7704 19th Avenue, N.W.
Bradenton, FL 34209
Kirk D. Moudy........................................................................ 23,500 (9) *
3711 Del Prado Blvd.
Cape Coral, FL 33904
Lindell W. Orr....................................................................... 1,000 *
2020 59th Street West
Bradenton, FL 34209
Lynn B. Powell, III.................................................................. 16,000 *
553 Magellan
Sarasota, FL 34243
Walter L. Presha..................................................................... 24,925 *
880 33rd Street East
Palmetto, FL 34221
R. Jay Taylor........................................................................ -- *
932 5th Avenue West
Palmetto, FL 34221
Edward D. Wyke....................................................................... 35,632 *
219 32nd Street West
Bradenton, FL 34205
All directors and executive officers as a group (18 persons)......................... 522,961 12.85%
</TABLE>
- --------------
*Less than 1%
(1) The business address for Messrs. Anthony, Coon, and Mady is 4702 Cortez
Road, West, Bradenton, Florida 34210.
(2) In accordance with Rule 13d-3 promulgated pursuant to the Securities
Exchange Act of 1934, a person is deemed to be the beneficial owner of a
security for purposes of the rule if he or she has or shares voting power
or dispositive power with
15
<PAGE> 19
respect to such security or has the right to acquire such ownership within
sixty days. As used herein, "voting power" is the power to vote or direct
the voting of shares, and "dispositive power" is the power to dispose or
direct the disposition of shares, irrespective of any economic interest
therein.
(3) In calculating the percentage ownership for a given individual or group,
the number of Common Shares outstanding includes unissued shares
subject to options, warrants, rights or conversion privileges exercisable
within sixty days held by such individual or group, but are not deemed
outstanding by any other person or group.
(4) Includes 57,479 Common Shares owned by Russ Citrus Groves, Ltd., a Florida
limited partnership in which Mr. Russ is the general partner; and, by
reason of his position, Mr. Russ may be deemed the beneficial owner of
these shares.
(5) Includes 441 Common Shares held by Mr. Aidlin's spouse.
(6) Includes 4,500 Common Shares held by Mr. Anthony's spouse and 920 Common
Shares held by his stepson.
(7) Includes 26,624 shares held by Mr. Larson's spouse as to which Mr. Larson
disclaims beneficial ownership.
(8) Includes 2,205 Shares held by Mr. Miller's spouse as to which Mr. Miller
disclaims beneficial ownership.
(9) Includes 23,500 Common Shares held by General Mortgage Corporation, of
which Mr. Moudy is President and majority owner; and, by reason of his
position and ownership, Mr. Moudy may be deemed the beneficial owner of
these Shares.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under Section 16(a) of the Exchange Act of 1934, as amended ("Exchange
Act"), all executive officers, directors, and persons who are the beneficial
owner of more than 10% of the common stock of a company which files reports
pursuant to Section 12 of the Exchange Act are required to report the ownership
of such common stock, options, and stock appreciation rights and any changes in
that ownership with the Securities and Exchange Commission (the "SEC"). Specific
due dates for these reports have been established, and the Company is required
to report in this Proxy Statement any failure to comply therewith during the
fiscal year ended December 31, 1996. The Company believes that all of these
filing requirements were satisfied by its executive officers, directors, and by
the beneficial owners of more than 10% of the Common Shares, except that Gerald
L. Anthony, President of the Company, made two inadvertent late filings relating
to the exercise of his Series B Warrants, Ronald L. Larson made one late filing
in connection with the exercise of Series B Warrants jointly held with and
exercised by his father, Lindell W. Orr made one late filing relating to his
initial purchase of Common Shares, and Kirk D. Moudy made one late filing
relating to a purchase of Common Shares. In making this statement, the Company
has relied on copies of the reporting forms received by it or on the written
representations from certain reporting persons that no Form 5 (Annual Statement
of Changes in Beneficial Ownership) were required to be filed under applicable
rules of the SEC.
SHAREHOLDER PROPOSALS
Eligible Shareholders who wish to present proposals for action at the
1998 Annual Meeting of Shareholders should submit their proposals in writing to
the President of the Company at the address of the Company set forth on the
first page of this Proxy Statement. Proposals must be received by the President
no later than November 26, 1997 for inclusion in next year's proxy statement and
proxy card. A Shareholder is eligible to present proposals if, at the time he or
she submits the proposals, the Shareholder owns at least 1% or $1,000 in market
value of Common Shares and has held such shares for at least one year, and the
Shareholder continues to own such shares through the date of the 1998 Annual
Meeting.
SOLICITATION COSTS
The Company will bear the costs of preparing, assembling and mailing
the Proxy Statement, the form of proxy, and the 1996 Annual Report to
Shareholders in connection with the Annual Meeting. In
16
<PAGE> 20
addition to solicitation by use of mail, employees of the Company may solicit
proxies personally or by telephone or telegraph, but will not receive additional
compensation therefor. Arrangements may be made with banks, brokerage houses,
and other institutions, nominees, and fiduciaries to forward the solicitation
materials to beneficial owners and to obtain authorizations for the execution of
proxies. The Company will, upon request, reimburse those persons and entities
for expenses incurred in forwarding proxy materials to beneficial owners.
ANNUAL REPORT
The Company's 1996 Annual Report for the fiscal year ended December 31,
1996, which includes financial statements, was mailed to Shareholders together
with the Notice of 1997 Annual Meeting of Shareholders and Proxy Statement.
OTHER MATTERS
At the time of the preparation of this Proxy Statement, the Board of
Directors of the Company had not been informed of any matters which would be
presented for action at the Annual Meeting other than the proposals specifically
set forth in the Notice of Annual Meeting and referred to herein. If any other
matters are properly presented for action at the Annual Meeting, it is intended
that the persons named in the accompanying proxy card will vote or refrain from
voting in accordance with their best judgment on such matters after consultation
with the Board of Directors.
The Company will provide without charge to any Shareholder upon written
request, a copy of the Company's Annual Report on Form 10-KSB, including
financial statements and schedules thereto, (without exhibits) for the fiscal
year ended December 31, 1996, as filed with the Securities and Exchange
Commission. All such requests should be delivered to Brian M. Watterson,
Secretary, American Bancshares, Inc., 4702 Cortez Road West, Bradenton, Florida
34210.
By Order of the Board of Directors
BRIAN M. WATTERSON
Secretary
Bradenton, Florida
March 26, 1997
17
<PAGE> 21
EXHIBIT A
AMERICAN BANCSHARES, INC.
1997 NONQUALIFIED SHARE OPTION PLAN
FOR NON-EMPLOYEE DIRECTORS
SECTION 1. THE PLAN.
1.1 ESTABLISHMENT OF THE PLAN. To attract qualified persons to serve
as Directors and to encourage valued Directors to continue with the Company, the
Company hereby establishes this Plan. The Plan permits the grant of Nonqualified
Share Options in accordance with the terms and conditions set forth below.
Unless otherwise defined, all capitalized terms have the meaning ascribed to
them in Section 2.
1.2 PURPOSE. The purpose of this Plan is to advance the interests of
the Company and its shareholders by affording independent Directors with
incentives that will promote the identification of their personal interests with
the long term financial success of the Company and with growth in shareholder
value. The Plan is intended to aid in attracting and retaining the services of
qualified and knowledgeable independent Directors capable of furthering the
future success of the Company by encouraging the ownership of Shares by such
Directors and to provide an incentive for such independent Directors to continue
to work for the best interest of the Company and its shareholders through its
continuing ownership of Shares.
SECTION 2. DEFINITIONS.
As used in this Plan, unless the context otherwise requires, the
following capitalized terms are defined as follows:
2.1 "Board" or "Board of Directors" means the Board of Directors
of the Company.
2.2 "Code" means the Internal Revenue Code of 1986, as amended, and
the rules and regulations thereunder. Reference to any provision of the Code or
rule or regulation thereunder shall be deemed to include any amended or
successor provision, rule, or regulation.
2.3 "Company" means American Bancshares, Inc., a Florida
corporation.
2.4 "Date of Exercise" means the date on which the Company receives
notice of the exercise of an Option in accordance with the terms of Section 7.2.
2.5 "Date of Grant" means the date on which an Option is granted
by the Board of Directors.
2.6 "Director" means any person who is a member of the Board of
Directors.
2.7 "Employee" means any person who is an officer or full-time staff
employee of the Company or any Subsidiary and who receives from it regular
compensation, other than pension,
A-1
<PAGE> 22
retirement allowance, retainer, or fee under contract. An Employee does not
include independent contractors or temporary employees.
2.8 "Exchange Act" means the Securities Exchange Act of 1934, as
amended from time to time.
2.9 "Exercise Period" means the period during which an Option may
be exercised.
2.10 "Exercise Price" means the purchase price for Shares under a
Nonqualified Share Option, as determined in Section 6.3.
2.11 "Fair Market Value" means the closing price of a Share as quoted
on the National Association of Securities Dealers Automated Quotation System
National Market, or such other national securities exchange or other
inter-dealer quotation system on which the Shares are listed on the Date of
Grant (as reported by the Wall Street Journal, or if not reported thereby, any
other authoritative source selected by the Company). If the Shares are not
listed on any national securities exchange or quoted on any inter-dealer
quotation system, the Fair Market Value of a Share shall be determined by the
Board pursuant to any reasonable method adopted by it in good faith for such
purpose.
2.12 "Non-Employee Director" shall have the meaning set forth in
Section 5 of this Plan.
2.13 "Nonqualified Share Option" means the right to purchase Shares
granted pursuant to this Plan, which right does not qualify under Section 422 of
the Code.
2.14 "Option" means a Nonqualified Share Option to purchase Shares
granted under this Plan in accordance with the terms of Section 6.
2.15 "Plan" means this American Bancshares, Inc., 1997 Nonqualified
Share Option Plan for Non-Employee Directors adopted by the Board of Directors
on March 18, 1997, effective upon the approval of the Company's Shareholders.
2.16 "SEC" means the Securities and Exchange Commission.
2.17 "Securities Act" means the Securities Act of 1933, as amended
from time to time.
2.18 "Shares" means the Company's common shares, par value $1.175 per
share, and such other securities as may be substituted for a Share or such other
securities pursuant to the adjustment provisions of Section 9.
2.19 "Share Option Agreement" means the written agreement between the
Company and a Director implementing the grant of an Option.
2.20 "Subsidiary" means any corporation other than the Company
organized under the laws of the United States, Canada, or any other jurisdiction
that the Board designates, in an unbroken chain of corporations beginning with
the Company if each corporation other than the last corporation in the unbroken
chain owns more than 50% of the total combined voting power of all classes of
stock in one of the other corporation in such chain.
A-2
<PAGE> 23
SECTION 3. ADMINISTRATION OF THE PLAN.
This Plan shall be administered by the Board of Directors. Subject to
the express provisions of this Plan, the Board of Directors shall make all
determinations and take all other actions necessary or deemed advisable for the
administration of the Plan. In addition to any other powers, subject to the
provisions of the Plan, the Board shall: (i) grant Options under the Plan; (ii)
determine all questions as to eligibility; (iii) determine all provisions of
each Share Option Agreement, which need not be identical; (iv) construe and
interpret the provisions of the Plan and the Share Option Agreements; (v)
establish, amend, or waive rules or regulations for the Plan's administration;
(vi) have the authority to accelerate the exercise of any Option; (vii) have the
authority to amend the terms of previously granted Options so long as the terms
as amended are consistent with the terms of the Plan and provided that the
consent of the Non-Employee Director is obtained with respect to any amendment
that would be detrimental to the Non-Employee Director; (viii) require, whether
or not provided for in the pertinent Share Option Agreement, of any person
exercising an Option, at the time of such exercise, the making of any
representations or agreements that the Board of Directors may deem necessary or
advisable in order to comply with the securities laws of the United States or of
any applicable jurisdiction; and, (ix) have the authority to make all other
determinations and take all other actions necessary or advisable for the
administration of the Plan. Any determinations or actions taken by the Board
pursuant to this Section 3 and the interpretation and construction of any
provision of the Plan by the Board is binding and final.
SECTION 4. SHARES SUBJECT TO THE PLAN.
4.1 NUMBER OF SHARES. Subject to adjustment as provided in Section 9,
the maximum aggregate number of Shares that may be issued and sold pursuant to
Options granted under this Plan shall not exceed 75,000 Shares. The Shares to be
issued in connection with the exercise of an Option shall be made available, at
the discretion of the Board of Directors, from either authorized but unissued
Shares or Shares issued and thereafter reacquired by the Company.
4.2 EXPIRATION OF OPTIONS. Shares issued upon the exercise of an Option
granted pursuant to the Plan shall not again be available for the grant of an
Option hereunder. If any Option granted under this Plan terminates, expires, or
lapses for any reason without having been fully exercised, any unissued Shares
that had been subject to the Share Option Agreement relating thereto again shall
become available for the grant of other Options.
4.3 DELIVERY OF SHARES AS PAYMENT. In the event a Non-Employee Director
pays the Exercise Price for Shares pursuant to the exercise of an Option with
previously acquired Shares, the number of Shares available for future grants of
Options under the Plan shall be reduced only by the net number of new Shares
issued upon the exercise of the Option.
SECTION 5. ELIGIBILITY
The Board may grant Options only to Directors of the Company who are
not otherwise Employees of the Company or any Subsidiary ("Non-Employee
Directors"). Options granted at different times need not contain similar
provisions.
SECTION 6. SHARE OPTIONS.
6.1 GRANT OF OPTIONS. Subject to the terms and provisions of
this Plan, the Board of Directors may grant Nonqualified Share Options to
Non-Employee Directors. Subject to Section 4.1, the Board has complete
discretion in determining the number of Shares subject to Options granted to
each
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<PAGE> 24
Non-Employee Director. Each Option granted shall be evidenced by minutes of a
meeting or the written consent of the Board and by a Share Option Agreement.
6.2 SHARE OPTION AGREEMENT. Each Option granted under this Plan shall
be evidenced by a Share Option Agreement between the Company and the Option
holder in accordance with Section 6.1 that specifies the Exercise Price, the
Exercise Period, the number of Shares to which the Option pertains, any
conditions imposed upon the exercise of the Options in the event of retirement,
death, disability, or other termination of employment, and such other provisions
and conditions as the Board may determine. Each Share Option Agreement shall
clearly indicate that the Option is a Nonqualified Share Option.
6.3 EXERCISE PRICE. The Exercise Price for the Shares to be issued
pursuant to any Option shall be the Fair Market Value of the Shares on the Date
of Grant, but in no event shall the price be less than the par value of the
Shares.
6.4 EXERCISE PERIOD. The Exercise Period of each Option granted shall
commence on the Date of Grant and the expiration date shall be determined by the
Board of Directors at the time of grant and shall be specified in the Share
Option Agreement; provided, however, that no Option shall be exercisable after
the tenth anniversary from the Date of Grant.
6.5 TERMINATION OF OPTIONS. An Option granted under this Plan
shall terminate as provided in the Share Option Agreement.
6.6 NO RIGHTS AS SHAREHOLDER. No Non-Employee Director or transferee of
an Option shall have any rights as a shareholder of the Company with respect to
any Shares subject to an Option (including without limitation, rights to receive
dividends, vote, or receive notice of meetings) prior to the purchase of such
Shares by the exercise of such Option as provided in this Plan. No adjustment
will be made for a cash dividend or other rights for which the record date
precedes the Date of Exercise.
SECTION 7. EXERCISE OF OPTIONS.
7.1 EXERCISABILITY. Options exercised under the Plan shall be
exercisable at such times and be subject to such restrictions and conditions as
the Board shall determine, which need not be the same for all Non-Employee
Directors.
7.2 METHOD OF EXERCISE. Subject to the provisions of the Share Option
Agreement, Options may be exercised in whole at any time, or in part from time
to time with respect to whole Shares only, during the Exercise Period by the
delivery to the Company of a written notice of intent to exercise the Option, in
such form as the Board of Directors may prescribe, setting forth the number of
Shares with respect to which the Option is to be exercised. The Exercise Price,
which shall accompany the written notice of exercise, shall be payable to the
Company in full (along with the taxes described in the last sentence of this
Section 7.2) by the Non-Employee Director who, if so provided in the Share
Option Agreement, may: (i) deliver cash in satisfaction of all or any part of
the Exercise Price; (ii) deliver, or cause to be withheld from the Option,
Shares valued at Fair Market Value on the Date of Exercise in satisfaction of
all or any part of the Exercise Price, or (iii) any combination as cash and
Shares, as the Board may determine. In addition to and at the time of payment of
the Exercise Price, the Non-Employee Director shall pay to the Company in cash
the full amount of all federal and state withholding or other employment taxes
applicable to the taxable income of the Non-Employee Director resulting from
such exercise.
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<PAGE> 25
SECTION 8. NONTRANSFERABILITY OF THE OPTIONS.
Except in the case of the death of a Non-Employee Director, neither the
Option granted under the Plan nor any rights or interest in such Options may be
sold, pledged, hypothecated, assigned, or otherwise disposed of or transferred
by such Non-Employee Director. Except as permitted by the Board of Directors
during the lifetime of the Non-Employee Director, the Options granted to a
Non-Employee Director shall be exercisable only by him or her or, in the event
of the Non-Employee Director's permanent and total disability as determined by
the Board of Directors in accordance with applicable Company policies, by his
or her legal representative.
SECTION 9. CAPITAL ADJUSTMENTS.
9.1 ADJUSTMENTS UPON MERGER, CONSOLIDATION, OR LIQUIDATION. If the
Company is a party to any merger, consolidation, any purchase or acquisition of
property or stock, or any separation, reorganization, liquidation, or the sale
of all or substantially all of the assets of the Company, the Board of
Directors (or, if the Company is not the surviving corporation, the board of
directors of the surviving corporation) shall have the power to make
arrangements, which shall be binding upon the holders of unexpired Options,
for the substitution of new options for, or the assumption by another
corporation of, any unexpired Options then outstanding hereunder.
9.2 ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. If, while any Options
are outstanding, by reason of a recapitalization, reclassification, combination
of Shares, reverse stock split, share dividend, separation (including a
spin-off), stock split, or other distribution in respect of such Shares, the
number of outstanding Shares of the Company are increased, decreased, changed
into, or been exchanged for a different number or kind of shares, or if
additional shares or new and different shares are distributed in respect of such
Shares, the Board of Directors in its sole discretion may make an appropriate
and proportionate adjustment in the Exercise Prices of the outstanding Options
and in the number and class of shares subject to each outstanding Option.
9.3 ADJUSTMENT TO NUMBER OF SHARES. In the event of a transaction of
the type described in Section 9.1 and 9.2 of this Plan, the total number of
Shares pursuant to which Options may be granted under this Plan shall be
appropriately adjusted by the Board of Directors.
9.4 FRACTION SHARES DUE TO ADJUSTMENTS. If any adjustment made
pursuant to Section 9.1 or 9.2 of this Plan would result in the possible
issuance of fractional Shares under any then outstanding Options, the Board of
Directors may adjust the outstanding Options so as to eliminate the fractional
Shares.
SECTION 10. AMENDMENT, MODIFICATION, OR TERMINATION OF PLAN.
The Board, by resolution, shall have the power at any time to amend,
modify, suspend, or terminate the Plan with respect to any Shares as to which
Options have not been granted; provided, however, that no such action of the
Board without approval of the shareholders of the Company shall increase the
number of Shares subject to the Plan except as contemplated by Section 9 of the
Plan. Notwithstanding the foregoing, without the consent of the affected
Non-Employee Director, no such termination, amendment, or revision to the Plan
shall adversely alter, impair, or affect any rights or obligations of such
Non-Employee Director under any Option previously issued or granted.
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<PAGE> 26
SECTION 11. MODIFICATION, EXTENSION, AND RENEWAL OF OPTIONS.
Subject to the terms and conditions, and within the limitations, of the
Plan, the Board may modify, extend, or renew outstanding Options, or accept the
surrender of outstanding Options (to the extent not theretofore exercised)
granted under the Plan or any other plan of the Company, a Subsidiary, or any
corporation or entity acquired by the Company or a Subsidiary, and authorize
the granting of new Options pursuant to the Plan in substitution therefor (to
the extent not theretofore exercised), and the substituted Options may specify
a lower exercise price or a longer term than the surrendered Options or have
any other provisions that are authorized by the Plan. Notwithstanding the
foregoing provisions of this Section 11, no modification of an Option granted
under the Plan shall, without the consent of the affected Non-Employee
Director, alter or impair the Non-Employee Director's rights or obligations.
SECTION 12. CONDITIONS FOR ISSUANCE OF SHARES.
(a) No Shares shall be issued or transferred upon exercise of
any Option under this Plan unless and until all legal requirements applicable
to the issuance or transfer of such Shares and such other requirements as are
consistent with the Plan and the Share Option Agreement have been complied with
to the satisfaction of the Board, including without limitation those
requirements described in this Section 12 hereof.
(b) The Company shall not be required to issue or deliver any
certificate for Shares purchased upon the exercise of any Option granted
hereunder or any portion thereof prior to receipt from the Non-Employee Director
of the following representations, warranties, and covenants:
(i) That the Shares subject to the Options are
being acquired in good faith solely for his or her own personal account, for
investment purposes only, and not with an intent or a view to resale or
distribution within the meaning of Section 2(11) of the Securities Act;
(ii) That the Non-Employee Director understands
and acknowledges that the Shares to be issued upon exercise of such Option will
not have been registered under the Securities Act or the securities laws of any
other jurisdiction, and are being offered and sold to the Non-Employee Director
in reliance on an exemption from registration under such securities laws and
the rules and regulations promulgated thereunder;
(iii) That the Non-Employee Director agrees that
each certificate representing Shares to be issued upon exercise of such Option
shall bear the following legend:
"The shares of American Bancshares, Inc., represented by this
Certificate may not be offered, sold, assigned, pledged,
hypothecated, or otherwise disposed of or transferred except
pursuant to a registration statement declared effective under
the Securities Act of 1933 (the "Securities Act") or pursuant
to any exemption from registration under the Securities Act,
the availability of which shall be established to the
satisfaction of the Company."
(iv) That the Non-Employee Director will not
sell, assign, pledge, hypothecate, or otherwise dispose of or transfer the
Shares to be issued upon exercise of such Option except as permitted by this
Plan and except pursuant to an effective registration statement filed under
the Securities Act and the securities laws of all other applicable
jurisdictions, or pursuant to an opinion of counsel in a form satisfactory to
the Company that the proposed transaction is exempt from such registration
under the Securities Act and all other applicable jurisdictions; and
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<PAGE> 27
(v) Any other representation, warranty, or
covenant that, in the opinion of counsel for the Company, is required,
necessary or advisable to be made by such Non-Employee Director under the
Securities Act and the securities laws of any other applicable jurisdictions,
and the rules and regulations promulgated thereunder.
(c) The Company will not be obligated to issue and deliver
Shares pursuant to the Plan if counsel for the Company determines that such
issuance and delivery of the Shares would violate any rule or regulation of any
securities exchange or inter-dealer quotation system on which the Shares are
then traded or quoted, or violates any law, including, without limitation, the
Securities Act, the Exchange Act, applicable state securities and blue sky laws,
and the rules and regulations promulgated thereunder. In connection with any
Share issuance or transfer, the person acquiring the Shares should, if requested
by the Company, give assurances satisfactory to counsel to the Company with
regard to such matters as the Company may deem desirable to assure compliance
with all legal requirements. The Company shall in no event be obligated to take
any action in order to permit exercise of any Option under the Plan or the
transfer of the underlying Shares.
(d) The Company, in its discretion, may postpone the issuance
and delivery of Shares upon the exercise of any Option until completion of any
registration or qualification of such Shares under any federal or state laws, or
any applicable securities exchange or inter-dealer quotation system rules and
regulations, as the Company may consider appropriate. The Company is not
obligated to register or qualify the Shares under federal or state securities
laws. The Board may require that prior to the issuance or transfer of any Shares
upon exercise of an Option, the restriction on subsequent disposition that the
Board or the Company deems necessary or advisable under any applicable federal
or state securities laws.
SECTION 13. EFFECTIVENESS OF THE PLAN.
The Plan shall become effective immediately for all purposes on the
date that it has received approval and adoption by both the Board of Directors
and the shareholders of the Company.
SECTION 14. TERM OF THE PLAN.
Unless sooner terminated by the Board pursuant to Section 10 hereof,
this Plan shall terminate then (10) years from its effective date and no Options
may be granted after termination. The Board of Directors may terminate this Plan
at any time. The termination shall not affect the validity of any Option
outstanding on the date of termination.
SECTION 15. INDEMNIFICATION OF THE BOARD OF DIRECTORS.
In addition to such other rights of indemnification as they may have as
Directors, the members of the Board of Directors shall not be liable for any
act, omission, interpretation, construction, or determination made in good faith
in connection with their administration of and responsibilities with respect to
the Plan, and the Company hereby agrees to indemnify the members of the Board of
Directors against any claim, loss, damage, or reasonable expense, including
attorneys' fees, actually and reasonably incurred in connection with the defense
of any action, suit, or proceeding, or in connection with any appeal therein, to
which they or any of them may be a party by reason of any action taken or
failure to act under or in connection with the Plan or any Option granted or
issued hereunder, and against all amounts reasonably paid by them in settlement
thereof or paid by them in satisfaction of a judgment in any such action, suit,
or proceeding, if such members acted in good faith and in a manner which they
believed to be in, and not opposed to, the best interests of the Company.
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<PAGE> 28
SECTION 16. GENERAL PROVISIONS.
16.1 LIMITATION ON LEGAL RIGHTS. The establishment of the Plan shall
not confer upon any Non-Employee Director any legal or equitable right against
the Company, except as expressly provided in the Plan.
16.2 NOT A CONTRACT OF EMPLOYMENT. Neither this Plan nor any Share
Option Agreement constitute an inducement or consideration for the service of
any Director, nor are there contracts between the Company and any Director.
Participation in the Plan shall not give a Director any right to be retained in
the service of the Company or any of its Subsidiaries, nor shall anything in
this Plan affect the right of the Company or any of its subsidiaries to
terminate the Director with or without cause.
16.3 OTHER COMPENSATION PLANS. The adoption of the Plan shall not
affect any other share option or incentive or other compensation plans in effect
for the Company or any of its Subsidiaries, nor shall the Plan preclude the
Company or any Subsidiary from establishing any other forms of incentive or
other compensation for Directors of the Company or any of its Subsidiaries.
16.4 ASSUMPTION BY THE COMPANY. The Company or its Subsidiaries may
assume options, warrants, or rights to purchase shares issued or granted by
other companies whose shares or assets shall be acquired by the Company or its
Subsidiaries or which shall be merged into or consolidated with the Company or
its Subsidiaries. The adoption of this Plan shall not be taken to impose any
limitations on the powers of the Company or its Subsidiaries or affiliates to
issue, grant, or assume options, warrants, rights, or restricted shares,
otherwise than under this Plan, or to adopt other share option or restricted
share plans or to impose any requirements of shareholder approval upon the same.
16.5 CREDITORS. The interests of any Director under this Plan is
not subject to the claims of creditors and may not, in any way, be assigned,
alienated, or encumbered.
16.6 PLAN BINDING ON SUCCESSORS. The Plan shall be binding upon
the successors and assigns of the Company.
16.7 SINGULAR, PLURAL; GENDER. Whenever used in this Plan, nouns
in the singular shall include the plural, and vice versa, and the masculine
pronoun shall include the feminine gender.
16.8 HEADINGS. Headings to the Sections and subsections are
included for convenience and reference and do not constitute part of the Plan.
16.9 GOVERNING LAW. The Plan shall be governed, construed, and
administered in accordance with the laws of the State of Florida.
Date Approved by Board of Directors: March 18, 1997
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<PAGE> 29
AMERICAN BANCSHARES, INC.
NONQUALIFIED SHARE OPTION AGREEMENT
FOR 1997 NON-EMPLOYEE DIRECTORS PLAN
NONQUALIFIED SHARE OPTION AGREEMENT (this "Agreement"), made on the ___
day of __________________, 19___, by and between AMERICAN BANCSHARES, INC., a
Florida corporation (the "Company") and _________________ (the "Grantee").
1. GRANT OF OPTION. Subject to terms and conditions of this Agreement
and those set forth in the American Bancshares, Inc. 1997 Nonqualified Share
Option Plan for Non-Employee Directors (the "Plan"), the Company, with the
approval and at the direction of its Board of Directors, hereby grants to
Grantee an option (the "Option") to purchase a total of _________
(_____________) common shares, $1.175 par value per share, of the Company (the
"Shares"), at the price set forth in this Agreement. The Shares that may be
purchased upon the exercise of the Option are sometimes referred to in this
Agreement as the "Option Shares". Capitalized terms not otherwise defined in
this Agreement shall have the meaning ascribed to them in the Plan. The Option
is intended to be a nonstatutory option and not an incentive share option within
the meaning of Section 422 of the Internal Revenue Code of 1986, as amended.
2. EXERCISE PRICE. The Exercise Price of the Option is $_______
per Option Share.
3. EXERCISE PERIOD. Termination of Option.
(a) EXERCISE PERIOD. The Option and all rights hereunder with
respect thereto, to the extent such rights shall not have been exercised, shall
terminate and become null and void after the expiration of ten (10) years from
the Date of Grant ("Exercise Period").
(b) TERMINATION. Except as provided in Section 3(c) of this
Agreement, a Grantee's Option shall not expire or terminate by virtue of his or
her termination of service as a member of the Board of Directors. If a Grantee
should die while serving on the Board of Directors of the Company, a Subsidiary,
or any successor, the person to whom the Grantee's rights hereunder pass by will
or the laws of descent and distribution may exercise the Option at anytime
during the Exercise Period of this Agreement for any of the Option Shares not
previously exercised during the Grantee's lifetime.
(c) TERMINATION OF DIRECTORSHIP FOR CAUSE. If the Grantee is
removed from the Board of Directors for cause (as that term is used under the
Florida Business Corporation Act) and ceases to be a Director, the right of the
Grantee to exercise such Option or part thereof under this Agreement shall
immediately terminate upon such removal and all rights thereunder shall cease.
4. METHOD OF EXERCISE.
(a) NOTICE OF EXERCISE. In order to exercise any portion of
this Option, the Grantee shall notify the Company in writing of the election to
exercise the Option and the number of Shares in respect of which the Option is
being exercised. Such notice shall be delivered to the Secretary of the Company
and shall be accompanied with the Exercise Price payable in the manner set forth
in Section 4(b) below. The date specified in Grantee's notice as the date of
exercise of the Option shall be deemed to be the Date of Exercise; provided,
that, such date is at least five (5) days after the giving of such notice and
that payment in full for the Option Shares to be purchased upon such exercise
shall have
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<PAGE> 30
been received by such date. Otherwise, the Date of Exercise shall be the date on
which all conditions for issuance of Option Shares have been satisfied and such
Option Shares have been issued by the Company. The certificate or certificates
for Shares as to which the Option has been exercised shall be registered in the
name of the Grantee.
(b) PAYMENT OF EXERCISE PRICE. The Exercise Price for the
Option Shares to be purchased upon exercise of an Option, in whole or in part,
shall be paid to the Company in full on or before the Date of Exercise. The
Exercise Price may be paid: (i) in cash (U.S. dollars) by the Grantee, (ii)
through the surrender of previously acquired Shares, or causing Option Shares to
be withheld from the Option, valued at the Fair Market Value on the Date of
Exercise, in satisfaction of all or any part of the Exercise Price, (iii) with
the prior written consent of the Board, any combination of the foregoing.
(c) FAILURE TO PAY OR ACCEPT DELIVERY. If the Grantee
fails to pay for any of the Option Shares specified in its notice to exercise or
fails to accept delivery thereof, the Grantee's right to purchase such Option
Shares may be terminated by the Board.
5. RESTRICTIONS ON EXERCISE. This Option may not be exercised if the
issuance of the Option Shares upon such exercise or the method of payment of
consideration for such Option Shares would constitute a violation of any
applicable federal or state securities law or any other law or regulation. As a
condition to the exercise of this Option, the Company may require the Grantee to
make any representation or warranty to the Company at the time of exercise of
the Option as in the opinion of legal counsel for the Company may be required by
any applicable law or regulation, including those representations and warranties
set forth in Section 12(b) of the Plan. Accordingly, the share certificates for
the Shares issued upon exercise of this Option may bear appropriate legends
restricting transfer.
6. NON-TRANSFERABILITY OF OPTION. Except as otherwise provided by the
Plan, this Option may be exercised during the lifetime of the Grantee only by
the Grantee and may not be transferred in any manner other than by will or by
the laws of descent and distribution. The terms of this Option shall be binding
upon the executors, administrators, heirs, and successors of the Grantee.
7. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER. In the event
of changes in the capitalization or organization of the Company, or if the
Company is a party to a merger or other corporate reorganization, the number of
Shares covered by this Option shall be adjusted in accordance with the
provisions of Section 9 of the Plan.
8. TERM OF OPTION. Unless modified, extended, or renewed in accordance
with Section 11 of the Plan, this Option may not be exercised after the
expiration of the Exercise Period and may be exercised during such term only in
accordance with the Plan and the terms of this Option.
9. AMENDMENT OF OPTION. The Board of Directors may amend the
Option and Plan at anytime, subject only to the limitations set forth in
Sections 10 and 11 of the Plan and by applicable law.
10. NOT EMPLOYMENT OR CONSULTING CONTRACT. Nothing in this
Agreement or in the Plan shall confer upon the Grantee any right to continue in
the employ or service of the Company (or continue as a consultant of the
Company). This is not an employment or consulting contract.
11. INCOME TAX WITHHOLDING. The Grantee authorizes the Company to
withhold in accordance with applicable law from any compensation payable to him
or her any taxes required to be withheld by Federal, state or local laws as a
result of the exercise of this Option. Furthermore, in the event of any
determination that the Company has failed to withhold a sum sufficient to pay
all withholding taxes due in connection with the exercise of this Option, the
Grantee agrees to pay the
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<PAGE> 31
Company the amount of any such deficiency in cash within five (5) days after
receiving a written demand from the Company to do so, whether or not Grantee is
an employee of the Company at that time.
12. NOTICE. Any notice to the Company provided for in this Agreement
shall be delivered to the Secretary of the Company at the executive offices
located at 4702 Cortez Road West, Bradenton, Florida 34210, and any notice to
the Grantee shall be delivered to the Grantee at the current address shown on
the records of the Company. Any notice shall be deemed to be duly given (i)
three business days after deposit into the U.S. Mails by registered or certified
mail if and when properly addressed, postage prepaid, or (ii) on the date
delivered if and when hand delivered to the appropriate address as determined
above.
13. INCORPORATION BY REFERENCE. The Option is granted, and the Option
Shares will be issued, pursuant to the Plan, the terms and conditions of which
are incorporated herein by reference, and the Options and this Agreement shall
in all respects be interpreted in accordance with the Plan. The Committee shall
interpret and construe the Plan and this Agreement, and its interpretations and
determinations shall be conclusive and binding on the parties hereto and any
other person claiming an interest hereunder, with respect to any issue arising
hereunder or thereunder.
14. GOVERNING LAWS. The validity, construction, interpretation,
and effect of this Agreement shall be governed by and determined in accordance
with the laws of the State of Florida.
DATE OF GRANT: _____________________, 19__
AMERICAN BANCSHARES, INC.
a Florida corporation
By:
---------------------------------------
Gerald L. Anthony, President
The Grantee acknowledges receipt of a copy of the Plan and represents
that he or she is familiar with the terms and provisions thereof, and hereby
accepts this Option subject to all of the terms and provisions thereof. The
Grantee hereby agrees to accept as binding, conclusive and final all decisions
or interpretations of the Board of Directors upon any questions arising under
the Plan.
Dated: GRANTEE
------------------------
------------------------------------
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<PAGE> 32
APPENDIX
AMERICAN BANCSHARES, INC.
ANNUAL MEETING OF SHAREHOLDERS, APRIL 30, 1997
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned holder of Common Shares of American Bancshares, Inc., a
corporation organized under the laws of the state of Florida, does hereby
appoint J. Gary Russ and Gerald L. Anthony, and each of them, as due and lawful
attorneys-in-fact (each of whom shall have full power of substitution), to
represent and vote as designated below all of the Common Shares of American
Bancshares, Inc. that the undersigned held of record at 5:00 p.m., Eastern
Standard Time, on March 21, 1997, at the Annual Meeting of Shareholders of
American Bancshares, Inc. to be held at 4801 Cortez Road West, Bradenton,
Florida 34210 on April 30, 1997 at 10:00 a.m., local time, or any adjournment
thereof, on the following matters, and on such other business as may properly
come before the meeting:
<TABLE>
<CAPTION>
<S> <C> <C>
1. ELECTION OF DIRECTORS
Nominees: J. Gary Russ, Gerald L. Anthony, Samuel S. Aidlin,
Ronald L. Larson, Timothy I. Miller, Dan E. Molter, Kirk D.
Moudy, Lindell Orr, Lynn B. Powell, III, Walter L. Presha,
R. Jay Taylor, Edward D. Wyke
|_| FOR ALL NOMINEES LISTED ABOVE |_| WITHHOLD AUTHORITY TO VOTE FOR
(except as marked to the contrary below) ALL NOMINEES LISTED ABOVE
(Instructions: to withhold authority to vote for any individual nominee, write that nominee's name on the space
provided below.)
2. Approve and adopt the 1997 Nonqualified Stock Option Plan for Non-Employee Directors.
|_| FOR |_| AGAINST |_| ABSTAIN
3. Ratify the appointment of Coopers & Lybrand L.L.P. as the Company's auditors for the 1997 fiscal year.
|_| FOR |_| AGAINST |_| ABSTAIN
4. In their discretion, on such other business as may properly come before the meeting.
(Please Sign and Date on Reverse Side)
</TABLE>
<PAGE> 33
(Continued from other side)
PLEASE SIGN AND RETURN PROMPTLY.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE SHAREHOLDER. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR THE
ELECTION OF ALL NOMINEES AS DIRECTORS AND FOR THE RATIFICATION OF THE COMPANY'S
AUDITORS.
PLEASE ENTER THE NUMBER OF SHARES OF AMERICAN BANCSHARES, INC. COMMON SHARES YOU
OWN:_____________
(Please sign, date, and return this proxy form exactly as your name or names
appear below whether or not you plan to attend the meeting.)
<TABLE>
<CAPTION>
<S> <C>
|_| I plan to attend the Annual Meeting.
|_| I do not plan to attend the Annual Meeting.
Date: , 1997
--------------------------------------------------
Signature(s):
-------------------------------------------------
-------------------------------------------------
-------------------------------------------------
Title or Authority (if applicable)
Please sign your name here exactly as it appears hereon. Joint
owners should each sign. When signing as an attorney, executor,
administrator, trustee, guardian, corporate officer or other
similiar capacity, so indicate. If the owner is a corporation,
an authorized officer should sign for the corporation and state his
title. This proxy shall be deemed valid for all shares held in all
capacities that are held by the signatory.
</TABLE>
