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)
AMERICAN BANCORPORATION
1025 Main Street - Suite 800
Wheeling, West Virginia 26003
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held May 21, 1997
To The Shareholders of American Bancorporation:
The Annual Meeting of Shareholders of American Bancorporation, an Ohio
Corporation (the "Company"), will be held Wednesday, May 21, 1997, at the
Mull Center, 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 3 vacancies
that may be filled by the Board of Directors;
2. To elect Jeremy C. McCamic and Jolyon W. McCamic directors for a
three year term.
3. 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 of the Company has fixed the close of business on March
31, 1997 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 7, 1997
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 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 March 31, 1997, 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
Class Beneficial Owner Ownership Ownership Class
A) DIRECTORS:
Common Jeremy C. McCamic 167,313 Direct 10.69
stock 56 Fourteenth St. 83,621 Indirect (1) 5.34
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:
(8 persons, including Jeremy C. 452,715 28.93%
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 two nominees
as indicated in Proposal No. 2, for a total of six directors. The Company,
however, believes it is in its best interest to provide for three 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 TWO NOMINEES AS DIRECTORS
It is intended that the proxies will be voted for the election of two nominees
listed in the following tabulation. Nominees Jeremy C. McCamic and Jolyon W.
McCamic shall hold office for a three year term ending in 2000. Incumbent
Directors Jack O. Cartner and Paul W. Donahie hold a term of office expiring
in 1998 and Jay T. McCamic and Robert C. Mead hold a term of office expiring
in 1999.
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. There are no family relationships between any of the persons named,
except Jeremy C. McCamic and Jolyon W. McCamic are brothers and Jeremy C.
McCamic is the father of Jay T. McCamic. Except as otherwise indicated each of
the persons has been employed by his current employer for the preceding five
years.
<TABLE>
<CAPTION>
A.) NOMINEES FOR A THREE YEAR TERM ENDING IN 2000:
Principal Occupation Amount of Nature of Percent
Name Age Other Directorships Ownership Ownership of Class
<C> <C> <C> <C> <C> <C>
Jeremy C. McCamic 68 Chairman of the Board and Chief 167,313 Direct 10.69
Director since 1983 Executive Officer of the Company; Chairman 83,621 Indirect (1) 5.34
of the Board of Wheeling National Bank
and American Mortgages, Inc. (subsidiaries
of the Company); Chairman of Premier Mortgage,
Ltd., (subsidiary of American Mortgages, Inc.);
Senior Partner with McCamic & McCamic,
a law firm with offices in Wheeling, West Virginia
Jolyon W. McCamic 65 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 Director
of American Mortgages, Inc. (subsidiaries of
the Company); partner with McCamic &
McCamic, a law firm with offices in Wheeling,
West Virginia
B.) INCUMBENT DIRECTORS WITH A TERM ENDING IN 1998:
Jack O. Cartner 65 Director of Wheeling National Bank 26,140 Direct 1.67
Director since 1985 (a subsidiary of the Company); President 500 Indirect (1) (2)
and Chief Executive Officer of Motrim, Inc.,
an equipment manufacturing firm in
Cambridge, Ohio
Paul W. Donahie 62 President of the Company; 16,604 Direct 1.06
Director since 1983 Director, President and Chief Executive 72 Indirect (1) (2)
Officer of Wheeling National Bank
and Director of American Mortgages, Inc.
(subsidiaries of the Company)
C.) INCUMBENT DIRECTORS WITH A TERM ENDING IN 1999:
Jay T. McCamic 41 Director of Wheeling National Bank 41,356 Direct 2.64
Director since 1995 (subsidiary of the Company); partner with 428 Indirect (2)
McCamic & McCamic, a law firm with
offices in Wheeling, West Virginia
Robert C. Mead 58 Chief Operating Officer of the Company; 5,400 Direct (2)
Director since 1994 Director, President and Chief Executive
Officer of American Mortgages, Inc. since
1994 (a subsidiary of the Company); President
of Premier Mortgage Ltd., (subsidiary of
American Mortgages, Inc.); formerly
President and Chief Executive Officer of the
Buckeye Savings Bank, Bellaire, Ohio
NOMINEES, DIRECTORS AND EXECUTIVE OFFICERS - CONTINUED
D.) NON DIRECTOR EXECUTIVE OFFICERS:
Principal Occupation Amount of Nature of Percent
Name Age Other Directorships Ownership Ownership of Class
Brent E. Richmond 34 Executive Vice President, Secretary/ 8,000 Direct (2)
Treasurer and Chief Financial
Officer of the Company; Chief Financial
Officer of Wheeling National Bank (a
subsidiary of the Company)
John E. Wait 53 Director, Executive Vice President and 1,550 Direct (2)
Senior Lending Officer of Wheeling
National Bank since 1996 (a subsidiary
of the Company); formerly President and
Chief Executive Officer of Columbus
National Bank (a former subsidiary of
the Company); prior thereto, President
and Chief Executive Officer of The
Central Trust Co., Newark, Ohio
</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 Jay T. McCamic. Members of the
Audit committee are appointed annually. During 1996, 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 matters 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 1996, as the full Board acted in its
place.
d) Full Board
The Board of Directors held 15 meetings during 1996. 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 15, 1996. Shares
represented in person and by proxy totalled 1,292,775 or 82.61% of the shares
then outstanding. The following were elected director:
Term Withheld
Nominee ending For Vote for
Jay T. McCamic 1999 1,287,360 5,415
Robert C. Mead 1999 1,287,360 5,415
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 1996 - - - 269,606(1)
Chairman & CEO 1995 - - - 234,875(1)
1994 - - - 226,431(1)
Paul W. Donahie 1996 195,000 45,000 4,630 -
President & CEO 1995 150,000 45,000 4,620 -
Wheeling National Bank 1994 130,000 20,000 4,137 -
John E. Wait 1996 122,320 15,000 4,041 -
Exec. Vice President 1995 110,000 12,230 3,277 -
Wheeling National Bank 1994 104,000 10,000 2,210
Brent E. Richmond 1996 108,000 20,000 3,780 -
Exec. Vice President, 1995 90,000 18,000 3,000 -
Secretary/Treasurer & CFO 1994 78,000 10,000 2,475 -
Robert C. Mead 1996 105,000 10,000 1,988 -
President & CEO 1995 100,000 5,000 3,000 -
American Mortgages, Inc. 1994 8,333 (2) - - -
(1) Includes fees for legal, consulting and administrative services rendered
by the law firm of McCamic & McCamic which totalled $254,106 in 1996, $219,675
in 1995, and $212,731 in 1994. Jeremy C. McCamic is senior partner of the law
firm and Chairman and Chief Executive Officer of the Company. Includes
director fees which totalled $15,500 in 1996, $15,200 in 1995 and $13,700 in
1994.
(2) Mr. Mead was employed by American Mortgages, Inc. in December, 1994.
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, 1996, the most recent valuation
date, the actuarial present value of accumulated vested benefits under the
Pension Plan was $1,051,701 and the market value of plan assets available for
the funding of such benefits was $802,224.
A claim was made against the Plan during 1992 by a former employee (the
"Claimant"), alleging additional benefits due him under the Plan and
litigation between the parties ensued. Prior to the Court's final ruling, all
parties agreed as to the method of computing the benefit due the claimant.
The Court found that the computation was made pursuant to the pertinent Plan
provisions and approved a joint motion by the parties to dismiss the action.
As a result, the Plan Administrator disbursed $141,135 to the Claimant during
1995 to settle the claim and approximately $215,000 in 1996 to other affected
Plan participants as determined based on the application of the Court's final
ruling. No amount of the disbursements were recognized in the 1996 or 1995
statement of operations as the Company recorded a reserve of $500,000 in 1994
to recognize the liability for additional benefits due to Plan participants as
determined based on the application of the Court's decision regarding the
method of computing benefits to affected Plan participants. Management
believes appropriate liabilities have been established to recognize the
application of the Court's decision and expects to incur no further expense
for this situation.
An additional claim was made against the Plan during 1996 by former employees
alleging additional benefits due them under the Plan. The Administrator of
the Plan has denied the claim and believes it has meritorious defenses to this
claim and intends to oppose it vigorously. As the former employees have
certain rights to appeal the denial of the claim, it is not possible to
predict the resolution of the claim. The Company has determined that no
additional provision need be made in the consolidated financial statements for
this matter.
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 fifteen
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 $68,000 during 1996.
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 1996 totalled $90,000.
Severance Plan
The Board of Directors of American Bancorporation have provided that in the
event that American Bancorporation or its bank subsidiary experiences a change
in control due to a merger or acquisition, and the President of the Company or
bank subsidiary 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 elects to terminate employment
as a result thereof, the surviving institution will pay 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 1996 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 $36,300 in directors fees during 1996.
Nonmanagement directors of the parent company receive $650 for each meeting of
the Board attended. The bank subsidiary also compensates directors.
Wheeling National Bank paid a total of $95,900 in directors fees during 1996,
including $32,150 to persons who were directors or executive offices of
American Bancorporation. Nonmanagement directors receive fees of $400 per
meeting of the Board attended. Additionally, members of the Executive
and Audit Committees of the Board receive $250 per meeting attended. The
Executive and Audit Committees meet monthly.
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, 1996, as well as an overall stock market
index (Nasdaq Stock Market - U.S. Companies) and the Company's peer group
index (Nasdaq Bank Stocks):
Comparison of Five Year-Cumulative Total Returns
Performance Graph for American Bancorporation
Information provided by the Center for Research in Security Prices
Produced on 02/07/97 including data to 12/31/96
CRSP Total
Returns Index for: 12/31/91 12/31/92 12/31/93 12/31/94 12/31/95 12/31/96
American Bancorporation 100.0 124.5 183.0 152.3 269.5 303.5
Nasdaq Stock Market
(US Companies) 100.0 116.4 133.6 130.6 184.7 227.2
Nasdaq Bank Stocks 100.0 145.6 166.0 165.4 246.3 325.6
SIC 6020-6029, 6710-6719 US & Foreign
Notes:
A. The lines represent 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 to $100.00 on 12/31/91.
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 the affiliate bank 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 2, 1998. 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 statements 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, 1996, 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 1996, INCLUDING FINANCIAL STATEMENTS AND SCHEDULES
THERETO, REQUIRED TO BE 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 1997
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Jack O. Cartner and Paul W. Donahie 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 21, 1997, at the Mull Center, 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 3 vacancies
that may be filled by the Board of
Directors.
2. FOR WITHHOLD VOTE FOR To elect Jeremy C. McCamic and Jolyon
W. McCamic directors for a three 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 , 1997 (Signature)
Date , 1997 (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
