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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:
[ ] 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 Section 240.14a-11(c) or
Section 240.14a-12
MINBANC CAPITAL CORP.
.................................................................
(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] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1),
14a-6(i)(2) 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.
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:
.................................................................
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MINBANC CAPITAL CORP.
1120 Connecticut Avenue, N.W.
Washington, D.C. 20036
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
October 29, 1996
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of
MINBANC CAPITAL CORP. will be held at 1120 Connecticut Avenue, N.W., Washington,
D.C. 20036, on Tuesday, October 29, 1996, at 10:00 A.M., to vote on the
following matters:
1. Election of seven (7) directors to serve until the next Annual
Meeting and until their successors are duly elected and qualified.
2. Ratification or rejection of the selection by the Board of Directors
of Grant Thornton LLP to act as independent public accountants for the
Company for the fiscal year ending March 31, 1997.
3. Such other business as may properly come before the meeting or any
adjournment thereof.
Only Stockholders of record as of the close of business on August 30,
1996 are entitled to notice of and to vote at the meeting.
The presence at the meeting, in person or by proxy, of the holders of
one third of the shares of common stock issued, outstanding and entitled to vote
is necessary to constitute a quorum. Whether or not you plan to attend the
meeting, you are urged to complete and sign the enclosed proxy card and return
it promptly.
MATHEW STREET
Secretary
Dated: Washington, D.C.
August 30, 1996
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MINBANC CAPITAL CORP.
1120 Connecticut Avenue, N.W.
Washington, D.C. 20036
PROXY STATEMENT
The accompanying Proxy is solicited by the Board of Directors of MINBANC
CAPITAL CORP. (the "Company") for use at the Annual Meeting of Stockholders to
be held at Company headquarters, 1120 Connecticut Avenue, N.W., Washington, D.C.
20036, on Tuesday, October 29, 1996, at 10:00 A.M. and at any adjournment
thereof (the "Annual Meeting"). Only holders of record of the Company's common
stock (the "Common Stock") at the close of business on August 30, 1996 shall be
entitled to vote upon matters to be considered at the Annual Meeting. All
Proxies given will be voted in accordance with any choice specified thereon and,
if no choice is specified, will be voted FOR the election of directors as
indicated below, and FOR the ratification of the selection of the independent
public accountants. The persons named in the Proxy will vote on each other
matter which may come before the Annual Meeting in accordance with their best
judgment. Proxies may be revoked by Stockholders at any time before they are
exercised by written notice to the Company, by execution of a subsequent proxy,
or by attendance at the Annual Meeting in person.
In addition to the solicitation of Proxies by use of the mails, officers
of the Company, none of whom will receive any compensation therefor, may solicit
Proxies personally or by telephone from Stockholders. All expenses of
solicitation undertaken in any manner will be paid by the Company.
The Company had 8,729 shares of Common Stock outstanding and entitled to
vote at the close of business on August 30, 1996. Each share is entitled to one
vote. The presence in person or by proxy at the Annual Meeting of the holders of
one third of such shares is necessary to constitute a quorum for the transaction
of business. The affirmative vote of holders of a majority of the shares of
Common Stock present, assuming the presence of a quorum, is necessary to elect
any nominee as a director and to ratify the selection by the Board of Directors
of Grant Thornton LLP to act as independent public accountants for the Company
for the fiscal year ending March 31, 1997. To the knowledge of the Company,
there is no beneficial owner of 5% or more of the outstanding shares of Common
Stock other than Bank of America NT & SA (P.O. Box 37003, San Francisco,
California 94137-0001) and Chase Manhattan Bank, N.A. 270 Park Ave., New York,
NY 10017). The Company believes that as a result of mergers, Bank of America NT
& SA owned as of August 30, 1996, 713 shares of Common Stock, representing 8.17%
of the outstanding shares of Common Stock at that date. The Company believes
that as a result of mergers, Chase Manhattan Bank owned as of August 30, 1996,
1,082 shares of Common Stock, representing 12.4% of the outstanding shares of
Common Stock at that date.
The Annual Report of the Company for the fiscal year ended March 31,
1996, which contains financial statements of the Company for the fiscal years
ended March 31, 1996 and March 31, 1995, will be mailed concurrently with this
Proxy Statement. It is expected that this Proxy Statement and the enclosed Proxy
will first be sent to the Company's stockholders on or about September 20, 1996.
DIRECTORS AND EXECUTIVE OFFICERS
Election of Directors
(Proposal No. 1)
Unless instructed to the contrary in the accompanying Proxy, the persons
named therein will vote the shares represented thereby for the election of the
seven nominees named below as directors of the Company to serve until the next
Annual Meeting of Stockholders and until their successors are duly elected and
qualified. Although it is expected that all candidates will be able to serve, in
the event that any one or more should be unable to do so, and it becomes
necessary to make other nominations, the Proxy holders will vote the proxies in
favor of the remaining nominees and for substitute nominees designated by the
Board of Directors.
The following table sets forth (i) the name of each nominee, any other
office or position with the Company held by each nominee, and the business
experience for the past five years of each nominee, (ii) the age of each
nominee, (iii) the year in which each nominee first became a director of the
Company, and (iv) any other directorships held by each nominee in any company
with a class of securities registered pursuant to Section 12 of the Securities
Exchange Act of 1934, as amended (the "Act") or subject to the requirements of
Section 15(d) of the Act or any company registered as an investment company
under the Investment Company Act of 1940. Except as otherwise noted, the
nominees have held the positions described for the past five years or longer.
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<TABLE>
<CAPTION>
Directorships _
Director Investment and
Name and Business Experience During Last Five Years Age Since Public Companies
- - -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Justin N. Feldman* 77 1972 -
Counsel to the law firm of Kronish, Lieb, Weiner &
Hellman LLP New York, New York.
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C. Kendric Fergeson 50 1995 -
CEO of National Bank of Commerce,
Altus, Oklahoma since 1985. Chairman of National
Bank of Commerce since January 1995.
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James Fletcher 61 1995 -
CEO of South Shore Bank, Chicago, Illinois since 1994;
President of South Shore Bank, Chicago, Illinois from
1983 until 1994; Chairman of the Board of Shore Bank
and Trust Company, Cleveland, Ohio since 1994;
Director of Shorebank Corporation since 1994; Director
of Douglass Bank of Kansas City, Kansas since 1991.
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Robert Michael Mantle 40 1995 -
President of Bank of America Community
Development Bank since April 1989.
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Benjamin H. Paddock, III 66 1977 -
President of B.H. Paddock Associates since March 1989;
Retired from principal occupation since March 1989.
- - -----------------------------------------------------------------------------------------------------
Aubrey Burns Patterson 54 1995 Director of Belmont
President and CEO of BancorpSouth, Inc., Tupelo, Homes, Inc., since
Mississippi since April 1990; Chairman of December 1994.
BancorpSouth, Inc. since April 1991; President of
Bank of Mississippi, Tupelo, Mississippi since March
1983; Chairman and CEO of Bank of Mississippi
since April 1991. Director of Volunteer Bank,
Jackson, Tennessee since September 1992.
- - -----------------------------------------------------------------------------------------------------
Edward L. Yingling 47 1995 -
Executive Director of American Bankers Association
since June 1985.
</TABLE>
- - -------------------
* Mr. Feldman is an "interested person" of the Company by reason of being
counsel to a law firm which acts as counsel to the Company. The Board recently
amended the Company's By-Laws to increase the age limitation for directors to 78
for members of the Board of Directors duly serving as directors as of March 13,
1991.
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Directors Meetings and Committees
During the fiscal year ended March 31, 1996, the Board held five
meetings. All directors standing for reelection were unable to attend no more
than one meeting they were eligible to attend. The Board does not have
nominating, audit, compensation or other committees performing similar
functions.
Executive Officers
Jack W. Woodburn, 81, has served as Vice President of the Company since
May 1988. Mr. Woodburn has been retired from his principal occupation at all
times during the past five years. During that period he has acted as a
consultant to Commerce Exchange Bank, Beachwood, Ohio, and to the Company.
Mathew Street, 47, was appointed Secretary-Treasurer of the Company on
September 9, 1993. Mr. Street has served as Associate General Counsel of the
American Bankers Association since 1988.
Joanne Wharton, 48, has served as Assistant Treasurer of the Company
since September 1992. Ms. Wharton has served as Controller of the American
Bankers Association since January 1988.
Executive Compensation
During the fiscal year ended March 31, 1996, Mr. Woodburn was paid
consulting fees by the Company of $16,140. No other executive officer received
any compensation from the Company in his capacity as such.
Share Ownership
To the knowledge of the Company, no director or executive officer is the
beneficial owner of any of the Common Stock.
INDEPENDENT PUBLIC ACCOUNTANTS
Ratification or Rejection of Independent Public Accountants (Proposal No. 2)
Stockholders will be asked to ratify the selection by the Board of
Directors of Grant Thornton LLP, to act as independent public accountants for
the Company for the fiscal year ending March 31, 1997. Grant Thornton LLP acted
as independent public accountants for the Company for the fiscal years ending
March 31, 1995 and 1996. Spaces are provided on the enclosed proxy for
specifying whether the Proxy is to be voted for or against ratifying the
foregoing selection.
On August 2, 1994, the Board determined to engage Grant Thornton LLP,
and to end the engagement of Arthur Andersen & Co. ("Arthur Andersen"), which
had been serving as the Company's independent certified public accountants.
Arthur Andersen's report on the financial statements for the fiscal year
ending March 31, 1994 did not contain an adverse opinion or a disclaimer of
opinion, and was not qualified or modified as to uncertainty, audit scope, or
accounting principles. During the Company's fiscal year ending March 31, 1994
there were no disagreements with Arthur Andersen on any matter or accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure, which disagreements, if not resolved to the satisfaction of Arthur
Andersen would have caused Arthur Andersen to make reference to the subject
matter of the disagreements in connection with its reports. Grant Thornton LLP
was not consulted prior to their engagement as to any issues of the type
required to be disclosed.
No representative of Grant Thornton LLP is expected to be present at the
Annual Meeting.
OTHER MATTERS
Management has no knowledge of any matters other than the above to be
acted upon at the Annual Meeting, but the Proxy form sent herewith, if executed
and returned, gives discretionary authority should any other matters be
presented.
PROPOSALS OF STOCKHOLDERS FOR 1997 ANNUAL MEETING
Proposals of stockholders intended to be presented for action at the
1997 Annual Meeting of Stockholders must be received at the Company's offices
not later than May 15, 1997 to be considered for inclusion in the Company's
Proxy Statement and form of Proxy relating to that meeting. The terms and
conditions of Rule l4a-8 under the Act shall apply to any such submission.
Dated: Washington, D.C. Mathew Street
August 30, 1996 Secretary
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APPENDIX I
PROXY CARD
THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEES FOR DIRECTOR NAMED ON
THE REVERSE SIDE AND FOR THE RATIFICATION OF THE SELECTION OF GRANT THORNTON LLP
AS INDEPENDENT PUBLIC ACCOUNTANTS UNLESS A CONTRARY INSTRUCTION IS INDICATED.
UNLESS YOU OTHERWISE INDICATE YOU SHALL BE DEEMED TO HAVE AUTHORIZED THE PROXY
HOLDER TO VOTE FOR SUBSTITUTE NOMINEES SELECTED BY THE BOARD IN THE EVENT THAT
ANY NOMINEE IS UNABLE TO SERVE.
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Any proxy heretofore given by the undersigned is hereby revoked. Bank or
Corporate
Name: _______________________________
By: _________________________________
Signature -- Title
Date: _______________________________
Please sign the full bank or
corporate name, exactly as shown at
left, by a duly authorized officer.
PLEASE MARK, SIGN AND DATE THIS PROXY
AND RETURN IT IN THE ENCLOSED
ENVELOPE.
</TABLE>
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THIS PROXY IS BEING SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS OF THE COMPANY
MINBANC CAPITAL CORP.
Proxy Solicited by Board of Directors
The undersigned stockholder hereby appoints Jack Woodburn and Joanne Wharton, or
either of them (with full power of substitution), the attorneys of the
undersigned, to vote as proxy, with respect to all shares registered in the name
of the undersigned, at the Annual Meeting of Stockholders of Minbanc Capital
Corp. (the "Company") to be held at 1120 Connecticut Avenue, N.W., Washington,
D.C. at 10:00 A.M. on October 29, 1996, and at any adjournment thereof, in
accordance with the following instructions:
1. ELECTION OF DIRECTORS Nominees: J. Feldman, C. Fergeson, J. Fletcher,
R. Mantle, B. Paddock, A. Patterson, E. Yingling
[ ] FOR ALL nominees listed above. [ ] FOR ALL nominees listed above EXCEPT:
INSTRUCTIONS: To withhold authority to vote for any individual nominee, write
that nominee's name in the space indicated:
[ ] WITHHOLD AUTHORITY to vote for all nominees listed above.
2. RATIFICATION OF SELECTION OF GRANT THORNTON LLP AS INDEPENDENT PUBLIC
AUDITORS
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. In their discretion on such other business as may properly come before the
meeting.
