SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant /x/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/x/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
/ / Confidential for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
AMERICAN BANCORPORATION
(Name of Registrant as Specified In Its Charter)
AMERICAN BANCORPORATION
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check appropriate box):
/x/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
AMERICAN BANCORPORATION
1025 Main Street - Suite 800
Wheeling, West Virginia 26003
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held May 17, 1995
To The Shareholders of American Bancorporation:
The Annual Meeting of Shareholders of American Bancorporation, an Ohio
Corporation (the "Company"), will be held Wednesday, May 17, 1995, at the
Hawley Building, 1025 Main Street, Suite 800, Wheeling, West Virginia, at
10:00 A.M. (E.D.S.T.) for the following purposes:
1. To fix the number of positions for director at 9, with 2 vacancies
that may be filled by the Board of Directors;
2. To elect Jack O. Cartner, Paul W. Donahie and John J. Malik, Jr.
directors for a three year term and Robert C. Mead director for a
one year term;
3. To consider and act upon any other matter which may properly come
before the board before the meeting and any postponements or
adjournments thereof, including matters which the Board of Directors
did not know would be presented at the Annual Meeting a reasonable
time before this solicitation.
The Board of Directors of the Company has fixed the close of business on April
10, 1995 as the record date for the determination of the shareholders entitled
to receive notice of and to vote at the Meeting or any adjournment thereof.
The stock transfer books will not be closed.
All shareholders are cordially invited and urged to attend the Meeting.
PLEASE SIGN, DATE AND RETURN THE PROXY EVEN THOUGH YOU PLAN TO ATTEND THE
MEETING. Upon your arrival your proxy will be returned to you, if you desire
to revoke it or vote in person. Your attendance in person is encouraged, but
should anything prevent your attendance in person, your presence by proxy will
still allow your shares to be voted.
By Order of the Board of Directors
Brent E. Richmond, Secretary
April 28, 1995
AMERICAN BANCORPORATION PROXY STATEMENT
The Proxy Statement is furnished in connection with the solicitation of the
accompanying Proxy on behalf of the Board of Directors of American
Bancorporation (the "Company"), to be used at the Annual Meeting of Shareholders
of the Company and at all adjournments thereof, to be held at the time and place
and for the purposes set forth in the foregoing Notice of the Meeting. A
shareholder giving a proxy may revoke it at any time before it is exercised by
delivering to the Secretary of the Company, at the address set forth in the
Notice of the Meeting, a letter signed by the record holder of the common
stock indicating the proxy is revoked. All proxies will be voted in accordance
with instructions thereon. ANY PROXY UPON WHICH NO INSTRUCTION HAS BEEN
INDICATED WILL BE VOTED "FOR" THE SPECIFIC MATTERS SET FORTH IN THE FOREGOING
NOTICE OF THE MEETING AND, AT THE DISCRETION OF THE PERSONS NAMED IN THE PROXY,
UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING. The
solicitation is being made by use of the mails and the cost thereof will be
borne by the Company. In addition to the solicitation by the use of the mails,
proxies may be solicited personally by telephone or telegraph by regular
employees of the Company or its Subsidiaries without extra remuneration. Banks,
brokers, custodians, nominees and fiduciaries may be required to forward
proxies and proxy soliciting material to their principals and in so doing, the
Company will reimburse them for the expenses.
VOTING SECURITIES AND PRINCIPAL OWNERS THEREOF
As of the close of business on April 10, 1995, the record date for the
determination of shareholders entitled to notice of and to vote at the Meeting,
the Company had outstanding 1,564,837 common shares. Each of such shares
entitles the holder of record to one vote on each matter submitted to
shareholders of the Company including the election of directors. However, under
the laws of Ohio applicable to shareholders meetings, notice in writing may be
given by any shareholder to the President, a Vice President or the Secretary of
the Company, not less than 48 hours before the time fixed for holding a meeting
of shareholders for the purposes of electing directors, that the shareholder
desires that the voting at such election be cumulative, and provided an
announcement of the giving of such notice is made upon the convening of the
meeting by the Chairman or Secretary or by or on behalf of such shareholder,
then each holder of common shares shall have cumulative voting rights in the
election of directors. Under cumulative voting, each shareholder is entitled
to as many votes as are equal to the number of shares such shareholder owns
multiplied by the number of directors to be elected. The shares thus accumulated
may be voted among any number of nominees instead of being spread ratably among
as many nominees as there are vacancies to be filled. The shareholders present
in person or by proxy at any meeting for the election of directors must
represent at least one third of the outstanding shares of the Company for that
purpose.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Listed in the following table are the persons known to own beneficially more
than 5% of the voting stock of the Company and the number of shares owned by
directors and executive officers as a group. Any voting stock owned by
directors and director nominees are disclosed under Nominees, Directors and
Executive Officers.
Security Ownership of Certain Beneficial Owners and Management
Title Name and Percent
of Address of Amount of Nature of of
Class Beneficial Owner Ownership Ownership Class
A) DIRECTORS:
Common Jeremy C. McCamic 228,713 Direct 14.62
stock 56 Fourteenth St. 45,649 Indirect (1) 2.92
Wheeling, WV 26003
Common Jolyon W. McCamic 98,927 Direct 6.32
stock 56 Fourteenth St. 2,804 Indirect (1) 0.18
Wheeling, WV 26003
B) ALL DIRECTORS AND EXECUTIVE OFFICERS AS A GROUP:
(11 persons, including Jeremy C. 443,973 28.37%
McCamic & Jolyon W. McCamic)
(1) Includes, where applicable, shares owned by the spouse, children and
certain other relatives of the beneficial owner, director, nominee or officer,
as well as shares held by trusts of which the person is a trustee or in which
he has a beneficial interest. Unless otherwise indicated, the beneficial owner
has the sole voting and investment power relative to the securities.
PROPOSAL NO. 1: TO FIX THE NUMBER OF DIRECTORS AT 9
It is intended that the proxies will be voted for the election of four nominees
as indicated in Proposal No. 2, for a total of seven directors. The Company,
however, believes it is in its best interest to provide for two additional
vacancies on the Board in order to permit qualified additions to the Board of
Directors, if the need arises in the future. Under present Company Code of
Regulations, this would only be possible by holding a Special Meeting of
Shareholders, unless the authority is delegated to the Board of Directors at
this time. The Company has no present nominees for the additional
directorships. Any vacancy would be filled for a term of office only until the
next Annual or Special Meeting of Shareholders.
The affirmative vote of the holders of a majority of the shares present in
person or represented by proxy and entitled to vote at the meeting, which must
represent at least one third of the outstanding shares of the Company, is
required for the approval of the proposal.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THIS PROPOSAL.
PROPOSAL NO. 2: TO ELECT FOUR NOMINEES AS DIRECTORS
It is intended that the proxies will be voted for the election of four nominees
listed in the following tabulation. Nominees Jack O. Cartner, Paul W. Donahie
and John J. Malik, Jr. shall hold office for a three year term ending in 1998.
Nominee Robert C. Mead shall hold office for a one year term ending in 1996.
Incumbent Director John E. Wait holds a term of office expiring in 1996, and
Jeremy C. McCamic and Jolyon W. McCamic hold a term of office expiring in 1997.
Any vacancies occurring in the Board of Directors, regardless of the term,
shall be filled by the Board of Directors to serve only until the next annual
or special meeting of shareholders. If any nominee shall be unable to serve,
the proxy may be voted with discretionary authority for a substitute. The Board
of Directors has no reason to believe that any nominee will become unavailable
to serve.
Shareholders may withhold authority to vote for any individual nominee by
striking through the nominees name on the proxy card. Any proxy which is not
so marked to withhold authority or struck through shall be deemed to be a vote
for such nominee. The affirmative vote of the holders of a majority of the
shares present in person or represented by proxy and entitled to vote at the
meeting, which must represent at least one third of the outstanding shares of
the Company, is required for the approval of the proposal.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THIS PROPOSAL.
NOMINEES, DIRECTORS AND EXECUTIVE OFFICERS
Certain information concerning nominees for Director, incumbent Directors, and
Executive Officers of the Company is set forth in the following table. All
Directors and Executive Officers have a term of office from one to three years
and one year, respectively. All directors have been directors for one or more
years, with the exception of nominee Robert C. Mead. In December, 1994 the
Board of Directors appointed Robert C. Mead to fill a vacancy, as provided by
Shareholders at the prior Annual Meeting of Shareholders. There are no family
relationships between any of the persons named, except Jeremy C. McCamic and
Jolyon W. McCamic are brothers. Except as otherwise indicated each of the
persons has been employed by his current employer for the preceding five
years.
<TABLE>
A.) NOMINEES FOR A THREE YEAR TERM ENDING IN 1998:
<CAPTION>
Principal Occupation Amount of Nature of Percent
Name Age Other Directorships Ownership Ownership of Class
<S> <C> <C> <C> <C> <C>
Jack O. Cartner 63 Director of Columbus National Bank 25,640 Direct 1.64
Director since 1985 (a subsidiary of the Company); President
and Chief Executive Officer of Motrim, Inc.,
an equipment manufacturing firm in
Cambridge, Ohio
Paul W. Donahie 60 President of the Company; 15,604 Direct 1.00
Director since 1983 Director, President and Chief Executive 72 Indirect (1) (2)
Officer of Wheeling National Bank
(a subsidiary of the Company); Director of
Columbus National Bank (a subsidiary of
the Company)
John J. Malik, Jr. 67 Director Emeritus of Columbus National 15,753 Direct 1.01
Director since 1984 Bank (a subsidiary of the Company); Probate 451 Indirect (1) (2)
Court Judge, Belmont County, Ohio (since
1991); formerly a partner with Malik, Kigerl,
& Vavra Co., a law firm with offices in
St. Clairsville and Bellaire, Ohio
</TABLE>
<TABLE>
B.) NOMINEE FOR A ONE YEAR TERM ENDING IN 1996:
<CAPTION>
<S> <C> <C> <C> <C> <C>
Robert C. Mead 56 Chief Operating Officer of the Company; 4,400 Direct (2)
Director since 1994 Director, President and Chief Executive 2,800 Indirect (1) (2)
Officer of American Mortgages, Inc. since
1994 (a subsidiary of the Company); formerly
President and Chief Executive Officer of the
Buckeye Savings Bank, Bellaire, Ohio
</TABLE>
<TABLE>
C.) INCUMBENT DIRECTORS WITH A TERM ENDING IN 1996:
<CAPTION>
<S> <C> <C> <C> <C> <C>
John E. Wait 51 Director, President and Chief Executive 550 Direct (2)
Director since 1992 Officer of Columbus National Bank since 1992
(a subsidiary of the Company); formerly
President and Chief Executive Officer of
The Central Trust Co., Newark, Ohio
</TABLE>
<TABLE>
D.) INCUMBENT DIRECTORS WITH A TERM ENDING IN 1997:
<CAPTION>
<S> <C> <C> <C> <C> <C>
Jeremy C. McCamic 66 Chairman of the Board and Chief 228,713 Direct 14.62
Director since 1983 Executive Officer of the Company; Chairman 45,649 Indirect (1) 2.92
of the Board of Wheeling National Bank
and Columbus National Bank (subsidiaries
of the Company); Senior Partner with McCamic
& McCamic, a law firm with offices in Wheeling,
West Virginia
Jolyon W. McCamic 63 Director and Vice Chairman of the Board 98,927 Direct 6.32
Director since 1988 of the Company; Vice Chairman of the 2,804 Indirect (1) (2)
Board of Wheeling National Bank and
Columbus National Bank (subsidiaries of
the Company); partner with McCamic &
McCamic, a law firm with offices in Wheeling,
West Virginia
<FN>
<F1>
NOMINEES, DIRECTORS AND EXECUTIVE OFFICERS - CONTINUED
</FN>
</TABLE>
<TABLE>
E.) NON DIRECTOR EXECUTIVE OFFICERS:
<CAPTION>
Principal Occupation Amount of Nature of Percent
Name Age Other Directorships Ownership Ownership of Class
<S> <C> <C> <C> <C> <C>
Brent E. Richmond 32 Executive Vice President, Secretary/ 2,500 Direct (2)
Treasurer and Chief Financial
Officer of the Company
Gail D. Haun 41 President of American Bancdata 0
Corporation, (a subsidiary of the Company)
John F. Martin 64 Vice President and Senior Lending 110 Direct (2)
Officer (since 1993) of Wheeling National
Bank, formerly Vice President/
Compliance of Wheeling National Bank
(a subsidiary of the Company)
W. Alex Cook 51 Vice President and Senior Lending 0
Officer (since 1994) of Columbus National Bank,
(a subsidiary of the Company),
formerly Assistant Vice President and Manager
of the Provident Bank
</TABLE>
(1) Includes, where applicable, shares owned by the spouse, children and
certain other relatives of the beneficial owner, director, nominee or officer,
as well as shares held by trusts of which the person is a trustee or in which
he has a beneficial interest. Unless otherwise indicated, the beneficial
owner has the sole voting and investment power relative to the securities.
(2) Less than one percent.
BOARD OF DIRECTORS AND ITS COMMITTEES
a) Nominating
The Board of Directors of American Bancorporation has a standing Nominating
Committee consisting of Jeremy C. McCamic and Paul W. Donahie. Members of the
Nominating committee are appointed annually by the Board of Directors. The
Nominating Committee of American Bancorporation recommends to the Board of
Directors, Nominees for election as Directors and considers performance
of incumbent Directors. The Nominating Committee held one meeting during the
period since the last Annual Meeting. The Nominating Committee will consider
Nominees recommended by shareholders on written request describing the
qualifications and business experience, sent to the attention of Brent E.
Richmond, Secretary of the Company.
b) Audit
The Board of Directors of American Bancorporation has a standing Audit
Committee consisting of Jack O. Cartner and John J. Malik, Jr. Members of the
Audit committee are appointed annually. During 1994, the Committee held one
meeting. The functions of the Committee include: recommendation to the
Board of Directors as to engagement or discharge of independent auditors,
directing and supervising investigations into matter relating to audit
functions, reviewing with independent auditors the plan and results of audit
engagements, reviewing the scope and results of the Company's internal
auditing procedures, approving each service performed by independent auditors
before such services are performed; reviewing the degree of independence of
the auditors, considering the range of audit and non-audit fees and the
review of the adequacy of the Company's system of internal accounting controls.
c) Compensation
The Board of Directors has a standing Compensation Committee consisting of
Jack O. Cartner, Paul W. Donahie, and Jeremy C. McCamic. The Committee reviews
and recommends to the Board of Directors all remuneration arrangements. The
Committee did not hold a meeting during 1994, as the full Board acted in its
place.
d) Full Board
The Board of Directors held 20 meetings during 1994. There were no directors
whose attendance was less than 75% of the total meeting held, including meeting
of Committees, during the period for which he had been a director.
The prior Annual Meeting of Shareholders was held May 18, 1994. Shares
represented in person and by proxy totalled 1,061,823 or 70.48% of the shares
then outstanding. The following were elected director:
Term Withheld
Nominee ending For Vote for
Jeremy C. McCamic 1997 1,032,034 29,789
Jolyon W. McCamic 1997 1,032,034 29,789
EXECUTIVE COMPENSATION
a) Cash Compensation
The following table sets forth the annual compensation for the Company's
Chief Executive Officer and executive officers whose total annual salary
exceeds $100,000, as well as the total compensation paid to each individual
for the Company's two previous fiscal years:
SUMMARY COMPENSATION TABLE
Other
Annual Annual All Other
Name and Salary (1) Bonus Compensation Compensation
Principal Occupation Year $ $ $ $
Jeremy C. McCamic 1994 - - - 226,431(2)
Chairman & CEO 1993 - - - 210,241(2)
1992 - - - 265,763(2)
Paul W. Donahie (4) 1994 130,000 20,000 4,137 -
President & CEO 1993 125,000 7,500 3,750 -
Wheeling National Bank 1992 115,565 - - -
John E. Wait (4) 1994 104,000 10,000 2,210 -
President & CEO 1993 100,000 6,000 2,000 -
Columbus National Bank 1992 22,388 (3) - - -
(1) The Company employed Robert C. Mead during December, 1994 as President and
CEO of American Mortgages, Inc. and Chief Operating Officer of the Company.
Mr. Mead will receive a salary at an annual rate of $100,000.
(2) Includes fees for legal, consulting and administrative services rendered
by the law firm McCamic & McCamic which totalled $212,731 in 1994, $202,541 in
1993 and $256,173 in 1992. Jeremy C. McCamic is senior partner of the law
firm and Chairman and Chief Executive Officer of the Company.
(3) Mr. Wait was employed by Columbus National Bank in October, 1992.
(4) See Severance Plan.
Stock Performance Graph
The following graph sets forth the cumulative total shareholder return
(assuming reinvestment of dividends) to the Company's shareholders during the
five year period ended December 31, 1994, as well as an overall stock market
index (Nasdaq Stock Market - U.S. Companies) and the Company's peer group
index (Nasdaq Bank Stocks):
Graph presented in chart form.
COMPARISON OF FIVE YEAR-CUMULATIVE TOTAL RETURNS
Based on information prepared by the Center for Research in Security Prices
Total Returns
Index for: 12/29/89 12/31/90 12/31/91 12/31/92 12/31/93 12/31/94
American Bancorporation 100.0 59.5 96.7 120.4 177.0 147.3
Nasdaq Stock Market
(U.S. Companies) 100.0 84.9 136.3 158.6 180.9 176.9
Nasdaq Bank Stocks
SIC 6020-6029, 6710-6719
US & Foreign 100.0 73.2 120.2 174.9 199.3 198.7
Notes:
A. Monthly index levels derived from compounded daily returns that
include all dividends.
B. The indexes are reweighted daily, using the market capitalization
on the previous trading day.
C. If the monthly interval, based on the fiscal year-end, is not a
trading day, the preceding trading day is used.
D. The index level for all series was set at $100.0 on 12/26/98
b) Compensation Pursuant to Plans
Except as stated below, the Company does not presently have annuities, options,
pension, retirement, incentive, stock purchase, deferred compensation or
similar plans for its officers, directors or employees.
Pension Plan and Profit Sharing 401(k) Savings Plan
The Company maintains a defined benefit Pension Plan. In 1992 the Company
amended the Plan to freeze all benefit accruals and fully vest all participants
in the benefits accrued to them as of December 31, 1992.
The value of benefits under the Pension Plan are determined with reference
to a ten years certain and life annuity. Actuarially equivalent methods of
payment are also available. At December 31, 1994, the most recent valuation
date, the actuarial present value of accumulated vested benefits under the
Pension Plan was $935,656 and the market value of plan assets available for
the funding of such benefits was $1,173,289.
A claim was made against the Pension Plan during 1992 by a former employee
(the "Claimant"), alleging additional benefits due him under the Pension Plan.
The Administrator of the Plan denied the claim. The Claimant filed an appeal
which was also denied by the Administrator. Because a dispute existed over
the computation of benefits, the Plan Administrator commenced a civil action
in the United States District Court, seeking a declaratory judgment that the
determination of the Plan Administrator that additional benefits were not due
under the terms of the Plan was correct. The Claimant filed a Motion for
Summary Judgment asserting a claim for additional benefits. The District Court
granted the Claimant's Motion for Summary Judgment. The Plan Administrator
has appealed this decision. Using the Court's Order as a guide, the Plan
Administrator has recalculated the benefits for vested Plan participants and
determined that an additional $500,000 should be reserved for the Plan's
probable additional liability. This has been charged to earnings in the
fourth quarter of 1994.
As of January 1, 1993, the Company initiated a profit sharing 401(k)
savings plan. The savings plan permits eligible employees to contribute up to
twenty percent of their salary to the plan each year. The plan provides for
matching contributions of the Company equal to 50% of employee contributions
up to the first 6% of compensation. The Company may, at its discretion, make
profit sharing contributions to the plan. Plan participants are fully and
immediately vested in Company matching contributions and fully vested in
Company profit sharing contributions after 5 years of service. Company
matching contributions totalled $49,382 during 1994.
Incentive Plan
In 1993 the Company implemented an incentive compensation plan for senior
management. The primary purpose of the plan is to boost the profitability of
the Company and reward the individuals who are primarily responsible for
increasing profitability with additional compensation.
The plan calls for incentive awards to the participants of the plan if
certain targeted net income values are achieved. The incentive awards will be
linked in a formula to the participants total base salary. Awards range from
a minimum of 3% to a maximum of 30%. The plan is not a binding contract and
it may be modified by the Board of Directors at any time. Incentive
compensation for services performed during 1994 totalled $45,000.
Severance Plan
The Board of Directors of American Bancorporation have provided that in
the event that either or both banking subsidiaries or American Bancorporation
itself experiences a change in control due to a merger or acquisition, and the
President and CEO of either of the two banking subsidiaries are released
from service due to said change in control, or within a one year period from
the date of said change in control either is not provided an employment
opportunity with comparable authority and responsibility with the new company
at a salary level equal to their salary level at the time of said change in
control and either elects to terminate employment as a result thereof, the
surviving institution will pay to either or both an amount equal to twelve
(12) months of their base salary as it existed at the time of said change in
control.
c) Other Compensation
The Company paid or distributed certain other personnel benefits to
Executive Officers during 1994 which in the aggregate did not exceed $25,000
or 10% of the compensation reported in the Cash Compensation table.
d) Compensation of Directors
The Company paid a total of $21,100 in directors fees during 1994.
Nonmanagement directors of the parent company receive $200 for each meeting of
the Board attended. Bank subsidiaries also compensate directors.
Columbus National Bank paid $39,900 in directors fees during 1994,
including $14,100 to persons who were directors or executive officers of
American Bancorporation. Nonmanagement directors receive fees of $200 per
meeting of the Board attended. Additionally, members of the Executive and
Audit Committees of the Board receive $100 per meeting attended. The
Executive and Audit Committees meet monthly.
Wheeling National Bank paid a total of $46,200 in directors fees during 1994,
including $9,900 to persons who were directors or executive offices of
American Bancorporation. Nonmanagement directors receive fees of $200 per
meeting of the Board attended. Additionally, members of the Executive and
Audit Committees of the Board receive $100 per meeting attended. The Executive
and Audit Committees meet monthly.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
CERTAIN BUSINESS RELATIONSHIPS
INDEBTEDNESS OF MANAGEMENT
Certain of the Officers and Directors of the Company and certain of their
associates have been and are customers of one or more of the affiliate banks
and have had transactions in excess of $60,000 outstanding during the past
fiscal year. Such transactions were made in the ordinary course of business,
on substantially the same terms, including interest rates and collateral, as
those prevailing at the time for comparable transaction with other persons and
do not involve more than normal risk of collectibility or present other
unfavorable features.
PROPOSAL NO. 3: OTHER BUSINESS OF THE MEETING
The Board of Directors is not aware of any matters to come before the meeting
other than those stated in the Proxy Statement. In the event that other
matters properly come before the meeting or any adjournment thereof, it is
intended that the persons named in the accompanying proxy and acting thereunder
will vote in accordance with their best judgement.
SHAREHOLDERS PROPOSALS
The Company intends to hold its annual meeting approximately the same date next
year. Any shareholder proposals for consideration by the Company for inclusion
in the Company's proxy statement and form of proxy must be made in writing and
received by the Company on or before February 5, 1996. All proposals must
comply with the terms of Rule 14a-8(a) of the Securities and Exchange Act of
1934.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The Company employed the firm of KPMG Peat Marwick LLP as independent certified
public accountants to audit the financial statement of the Company for the past
fiscal year. The selection of the firm was recommended by the Company's Audit
Committee. Representatives of KPMG Peat Marwick LLP will be present at the
Meeting of Shareholders with an opportunity to make a statement, if they desire
to do so, and respond to appropriate questions.
The Company does not propose at this time to select or recommend to
shareholders the election, approval or ratification of auditors for the
current fiscal year. The Company has not selected or recommended auditors at
this time to permit its Audit Committee the discretion to make recommendation.
Annual Report
The Annual Report to Shareholders, including financial statements for the
Company's fiscal year ended December 31, 1994, has been mailed to all
shareholders. The Annual Report is not a part of the proxy soliciting
material. Additional copies of the Annual Report are available upon written
request to the Company.
Form 10-K
THE COMPANY WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS ANNUAL REPORT ON FORM
10-K FOR THE FISCAL YEAR 1994, INCLUDING FINANCIAL STATEMENTS AND SCHEDULES
THERETO, REQUIRED TO FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, UPON
WRITTEN REQUEST TO BRENT E. RICHMOND TREASURER, AMERICAN BANCORPORATION, 1025
MAIN STREET, SUITE 800, WHEELING, WEST VIRGINIA 26003
PROXY
AMERICAN BANCORPORATION PROXY FOR THE ANNUAL MEETING 1995
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Jeremy C. McCamic, Jolyon W. McCamic and John E. Wait are jointly and severally
authorized, with full power of substitution, to represent and vote all common
shares of AMERICAN BANCORPORATION at the Annual Meeting of Shareholders to be
held Wednesday, May 17, 1995, at the Hawley Building, 1025 Main Street, Suite
800, Wheeling, West Virginia, at 10:00 A.M. (E.D.S.T.) and any adjournment
thereof as follows:
1. FOR AGAINST ABSTAIN To fix the number of positions for
director at 9, with 2 vacancies that may be filled by the Board of
Directors.
2. FOR WITHHOLD VOTE FOR To elect Jack O. Cartner Paul W. Donahie, and
John J. Malik, Jr. directors for a three year term and Robert C. Mead
director for a one year term.
SHAREHOLDERS MAY WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE BY
STRIKING THROUGH THE NOMINEE'S NAME. ANY PROXY WHICH IS NOT MARKED TO WITHHOLD
AUTHORITY OR STRUCK THROUGH SHALL BE DEEMED TO BE A VOTE FOR SUCH NOMINEE.
3. In their discretion to consider and act upon any other matter which may
properly come before the meeting and any postponements or adjournments
thereof, including matters which the Board of Directors did not know
would be presented at the Annual Meeting a reasonable time before this
solicitation.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE PROPOSALS REFERRED TO
AND SHARES WILL BE SO VOTED UNLESS OTHERWISE INDICATED. ALL PROXIES SHALL BE
VOTED IN ACCORDANCE WITH THE INSTRUCTIONS SO INDICATED.
Address Correction Requested The undersigned hereby acknowledges receipt of
the Notice of the Annual Meeting of Shareholders
and Proxy Statement in connection with the annual
meeting and executes this Proxy.
Date , 1995
(Signature)
Date , 1995
(Signature)
Please sign exactly as name appears at left
(Executors, Administrators, Trustees, etc.
should so indicate). If shares are held in more
than one name, all registered holders should sign.
PLEASE DATE, SIGN AND MAIL AT ONCE
