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 Registrant as Specified In Its Charter)
<PAGE>
AMERICAN BANCORPORATION
1025 Main Street - Suite 800
Wheeling, West Virginia 26003
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held May 17, 2000
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, 2000, 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 10, with 2 vacancies that
may be filled by the Board of Directors;
2. To elect John J. Malik, Jr., 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 April
7, 2000 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
Linda M. Woodfin, Secretary
April 20, 2000
<PAGE>
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 April 7, 2000, the record date for the
determination of shareholders entitled to notice of and to vote at the Meeting,
the Company had outstanding 3,129,674 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.
2
<PAGE>
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) PERSONS OWNING MORE THAN 5%
Common Jeremy C. McCamic 246,626 Direct 7.88
stock 56 Fourteenth St. 97,786 Indirect (1) 3.12
Wheeling, WV 26003
Common Jolyon W. McCamic 194,154 Direct (2) 6.20
stock 56 Fourteenth St. 5,608 Indirect (1) 0.18
Wheeling, WV 26003
Common John Hancock Advisors, Inc. 179,000 Direct 5.72
stock 101 Huntington Ave.
Boston, MA 02199
B) ALL DIRECTORS AND EXECUTIVE OFFICERS AS A GROUP:
(12 persons, including Jeremy C. 942,638 30.12%
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.
(2) Voting rights on 50,000 shares assigned to Director nominee Jeffrey
W. McCamic.
PROPOSAL NO. 1: TO FIX THE NUMBER OF DIRECTORS AT 10
It is intended that the proxies will be voted for the election of three
nominees as indicated in Proposal No. 2, for a total of eight 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 directorship.
Any vacancy would be filled for a term of office only until the next Annual or
Special Meeting of Shareholders.
3
<PAGE>
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 THREE NOMINEES AS DIRECTORS
It is intended that the proxies will be voted for the election of three nominees
listed in the following tabulation. Nominees Jeremy C. McCamic, Jolyon W.
McCamic and John J. Malik, Jr. shall hold a term of office expiring in 2003.
Incumbent Directors Jack O. Cartner and Paul W. Donahie hold a term of office
expiring in 2001 and Abigail M. Feinknopf, Jay T. McCamic and Jeffrey W. McCamic
hold a term of office expiring in 2002.
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. The family relationships existing between the persons named are Jeremy C.
McCamic and Jolyon W. McCamic are brothers, Jeremy C. McCamic is the father of
Jay T. McCamic and Abigail M. Feinknopf, and Jolyon W. McCamic is the father of
Jeffrey W. McCamic. Except as otherwise indicated each of the persons has been
employed by their current employer for the preceding five years.
4
<PAGE>
A.) NOMINEES FOR A THREE YEAR TERM ENDING IN 2003:
<TABLE>
<CAPTION>
Amount of Nature of Percent
Name Age Principal Occupation/Other Directorships Ownership Ownership of Class
- ---------------------- --- ---------------------------------------- --------- --------- --------
<S> <C> <C> <C> <C> <C>
John J. Malik, Jr. 72 Retired Probate Court Judge, Belmont 31,506 Direct 1.01
Director since 1999 County, Ohio; (former Director of the 1,302 Indirect (2)
Company 1984 - 1997)
Jeremy C. McCamic 71 Chairman of the Board and Chief Executive 246,626 Direct 7.88
Director since 1983 Officer of the Company; Chairman of the 97,786 Indirect (1) 3.12
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 of McCamic & McCamic, a law
firm with offices in Wheeling, West Virginia
Jolyon W. McCamic 68 Director and Vice Chairman of the Board of the 194,154 Direct (4) 6.20
Director since 1988 Company; Vice Chairman of the Board of 5,608 Indirect (1) (2)
Wheeling National Bank and Director of American
Mortgages, Inc. (subsidiaries of the Company);
partner of McCamic & McCamic, a law firm with
offices in Wheeling, West Virginia
B.) INCUMBENT DIRECTORS WITH A TERM ENDING IN 2001:
Jack O. Cartner 68 Director of Wheeling National Bank (subsidiary 54,280 Direct 1.73
Director since 1985 of the Company); President and Chief Executive 1,500 Indirect (1) (2)
Officer of Motrim, Inc., an equipment
manufacturing firm in Cambridge, Ohio
Paul W. Donahie 65 President of the Company; Director, President 35,208 Direct 1.12
Director since 1983 and Chief Executive Officer of Wheeling 144 Indirect (1) (2)
National Bank and Director of American
Mortgages, Inc. (subsidiaries of the Company)
C.) INCUMBENT DIRECTORS WITH A TERM ENDING IN 2002:
Abigail M. Feinknopf 32 Marketing representative with Feinknopf 125,856 Direct 4.02
Director since 1998 Photography, Columbus, Ohio; previously
Business Development Representative with
Karlsberger Companies, Columbus, Ohio
Jay T. McCamic 44 Director of Wheeling National Bank 120,212 Direct 3.84
Director since 1995 (subsidiary of the Company); partner of 4,356 Indirect (2)
McCamic & McCamic, a law firm with
offices in Wheeling, West Virginia
Jeffrey W. McCamic 41 Director of Wheeling National Bank 400 Direct (1)
Director since 1999 (subsidiary of the Company); partner of 50,000 Indirect (3) 1.60
McCamic & McCamic, a law firm with
offices in Wheeling, West Virginia
5
<PAGE>
NOMINEES, DIRECTORS AND EXECUTIVE OFFICERS - CONTINUED
D.) NON DIRECTOR EXECUTIVE OFFICERS:
Amount of Nature of Percent
Name Age Principal Occupation/Other Directorship Ownership Ownership of Class
- ------------------- ----- --------------------------------------- ---------- --------- --------
Brent E. Richmond 37 Executive Vice President and Chief Operating 20,000 Direct (2)
Officer of the Company; Executive Vice
President and Chief Operating Officer of
Wheeling National Bank (subsidiary of the
Company)
John E. Wait 56 Director, Executive Vice President and Senior 3,700 Direct (2)
Lending Officer of Wheeling National Bank
since 1996 (subsidiary of the Company);
Director, American Mortgages, Inc. since 1997
(subsidiary of the Company); formerly President
and Chief Executive Officer of Columbus National
Bank (a former subsidiary of the Company)
John J. Rataiczak 38 President of American Mortgages, Inc. (subsidiary 0
of the Company); formerly Vice President of
American Mortgages, Inc. from 1996 - 1997;
formerly Vice President/Regional Manager of
Columbus National Bank from 1994 - 1996 (a former
subsidiary of the Company)
Jeffrey A. Baran 33 Chief Financial Officer of the Company since 1998; 0
Chief Financial Officer of Wheeling National Bank
(subsidiary of the Company); prior thereto, Assistant
Controller of the Company
<FN>
(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
(3) Voting rights only.
(4) Voting rights on 50,000 shares assigned to Director Jeffrey W. McCamic.
</FN>
</TABLE>
6
<PAGE>
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 Linda M. Woodfin, Secretary of the
Company.
b) Audit
The Board of Directors of American Bancorporation has a standing Audit
Committee consisting of Jack O. Cartner, Jolyon W. McCamic, Jay T. McCamic,
Jeffrey W. McCamic and John J. Malik, Jr. Members of the Audit committee are
appointed annually. During 1999, the Committee held eleven meetings. 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 1999, as the full Board acted in its
place.
d) Full Board
The Board of Directors held thirteen meetings during 1999. There were no
directors whose attendance was less than 75% of the total meetings held,
including meetings of Committees, during the period for which they had been a
director.
The prior Annual Meeting of Shareholders was held May 19, 1999. Shares
represented in person and by proxy totalled 2,557,659 or 81.72% of the shares
then outstanding. The following were elected director:
Term Withheld
Nominee ending For Vote for
- -------------------------- ------ --------- ---------
Abigail M. Feinknopf 2002 2,516,017 41,642
Jay T. McCamic 2002 2,349,920 207,739
Jeffrey W. McCamic 2002 2,349,928 207,739
John J. Malik, Jr 2002 2,513,325 44,334
7
<PAGE>
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
Annual Other Annual All Other
Name/Principal Occupation Year Salary Bonus Compensation Compensation
Jeremy C. McCamic 1999 - - $355,000 (1) $79,407(2)
Chairman & CEO 1998 - - $295,000 (1) $63,307(2)
1997 - - $239,575 (1) $71,509(2)
Paul W. Donahie 1999 $280,000 $35,000 $ 4,750 -
President & CEO 1998 $250,000 $65,000 $ 4,800 -
Wheeling National Bank 1997 $225,000 $45,000 $ 4,750 -
John E. Wait 1999 $160,000 $35,000 $ 4,500 -
Exec. Vice President 1998 $140,000 $30,000 $ 4,800 -
Wheeling National Bank 1997 $130,000 $20,000 $ 4,352 -
Brent E. Richmond 1999 $165,000 $35,000 $ 4,613 -
Exec. Vice President & 1998 $140,000 $30,000 $ 4,800 -
Chief Operating Officer 1997 $120,000 $25,000 $ 4,200 -
(1) In lieu of salary or bonus, Jeremy C. McCamic directs his
compensation be paid to McCamic & McCamic, a law firm of which he
is a senior partner.
(2) Includes legal and administrative fees paid to the law firm of
McCamic & McCamic of $55,607 in 1999, $36,857 in 1998 and $50,309
in 1997. The balance represents director fees.
8
<PAGE>
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, 1999, the most recent
valuation date, the actuarial present value of accumulated vested benefits under
the Pension Plan was $925,675 and the market value of plan assets available for
the funding of such benefits was $739,671.
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 further additional benefits due them under the Plan. The
Administrator of the Plan denied the claim and the claimants' subsequent appeal
and believes the former employees have no further rights to appeal the denial of
the claim. The Company does not expect that any 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 $88,000 during 1999.
9
<PAGE>
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 1999 totalled $105,000.
Severance Plan
The Board of Directors of American Bancorporation have provided that in
the event that American Bancorporation experiences a change in control due to a
merger or acquisition, and Paul W. Donahie, Brent E. Richmond or John E. Wait
are released from service due to said change in control, or 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 elect to terminate employment as a result thereof, the surviving
institution will provide a lump-sum payment equal to 2.99 times their base
compensation. In such event, there shall also be purchased for Jeremy C. McCamic
an annuity paying $10,000 per month, net of taxes, for twelve years certain or
life whichever is longer.
c) Other Compensation
The Company paid or distributed certain other personnel benefits to
Executive Officers during 1999 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 $86,000 in directors fees during 1999. Nonmanagement
directors of the parent company receive $850 for each meeting of the Board
attended. The bank subsidiary also compensates directors.
Wheeling National Bank paid a total of $147,350 in directors fees during
1999, including $60,050 to persons who were directors or executive officers 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.
10
<PAGE>
Stock Performance Graph
The following graph sets forth the cumulative total shareholder return
(assuming reinvestment of dividends) to the Company's common shareholders during
the five year period ended December 31, 1999, 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 Common Stock
Information provided by the Center for Research in Security Prices
Produced on 1/21/2000 including data to 12/31/99
[GRAPHIC OMITTED]
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
CRSP Total Returns Index for: 12/31/94 12/31/95 12/30/96 12/29/97 12/31/98 12/31/99
- ----------------------------- -------- -------- -------- -------- -------- --------
American Bancorporation 100.0 177.0 199.3 485.8 361.3 278.0
Nasdaq Stock Market (US Companies) 100.0 141.3 173.9 213.1 300.2 542.4
Nasdaq Bank Stocks 100.0 149.0 196.7 329.4 327.1 314.4
SIC 6020-6029, 6710-6719 US & Foreign
<FN>
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 12/31/94.
</FN>
</TABLE>
11
<PAGE>
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 1, 2001. 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 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 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, 1999, 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 1999, including financial statements and schedules
thereto, required to be filed with the Securities and Exchange Commission, upon
written request to Linda M. Woodfin, Secretary, American Bancorporation, 1025
Main Street, Suite 800, Wheeling, West Virginia 26003.
12
<PAGE>
PROXY
AMERICAN BANCORPORATION PROXY FOR THE ANNUAL MEETING 2000
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
17, 2000, 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 10, with 2 vacancies that may be filled by the Board of
Directors.
2. FOR WITHHOLD VOTE FOR To elect John J. Malik, Jr., 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 , 2000
(Signature)
Date , 2000
(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
<PAGE>
