<PAGE> 1
SCHEDULE 14A INFORMATION
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
<TABLE>
<S> <C>
/ / Preliminary Proxy Statement / / Confidential, for Use of the Commission
only (as permitted by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement / / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
AMERICAN BANCORP OF NEVADA
- --------------------------------------------------------------------------------
(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) or 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:
/X/ 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:
Definitive proxy materials will be sent to shareholders on
April 3, 1995.
<PAGE> 2
AMERICAN BANCORP OF NEVADA
4425 SPRING MOUNTAIN ROAD
LAS VEGAS, NEVADA 89102
April 3, 1995
Dear Shareholders:
You are cordially invited to attend American Bancorp of Nevada's Annual
Meeting of Shareholders (the "Meeting") which will be held at American Bank of
Commerce's main office located at 4425 Spring Mountain Road, Las Vegas, Nevada,
on Monday, April 17, 1995 at 9:00 a.m.
At the Meeting, shareholders will be asked to elect directors for the
ensuing year, adopt a new stock option plan and ratify the appointment of
McGladrey & Pullen as American Bancorp of Nevada's independent certified public
accountants for 1995. Information regarding the nominees for election of
directors, the American Bancorp of Nevada 1995 Stock Option Plan and the
independent certified public accountants is set forth in the accompanying Proxy
Statement.
It is important that your shares be represented at the Meeting whether or
not you plan to attend. Please indicate on the enclosed proxy card your vote on
the matters presented, and sign, date and return the proxy card. If you do
attend the Meeting and wish to vote in person, your proxy will be withdrawn at
that time. We urge you to vote "for" the election of all of the nominees named
in the Proxy Statement, "for" the American Bancorp of Nevada 1995 Stock Option
Plan and "for" ratification of the independent certified public accountants.
James V. Bradham
President and Chief Executive Officer
<PAGE> 3
AMERICAN BANCORP OF NEVADA
4425 SPRING MOUNTAIN ROAD
LAS VEGAS, NEVADA 89102
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
APRIL 17, 1995
TO THE SHAREHOLDERS OF AMERICAN BANCORP OF NEVADA:
NOTICE IS HEREBY GIVEN that, pursuant to the call of its board of
directors, the Annual Meeting of Shareholders (the "Meeting") of American
Bancorp of Nevada (the "Company") will be held at American Bank of Commerce's
main office located at 4425 Spring Mountain Road, Las Vegas, Nevada, on Monday,
April 17, 1995 at 9:00 a.m. for the purpose of considering and voting upon the
following matters:
1. Election of Directors. To elect ten (10) persons to the board of
directors to serve until the 1996 Annual Meeting of Shareholders and
until their successors are elected and have been qualified. The persons
nominated by management to serve as directors are:
Keith Ashworth Joel A. Laub
James V. Bradham Betty Lou Lehman
Vern J. Christensen Darrell A. Luery
Elias F. Ghanem, M.D. Edward D. Smith
Nasser F. Ghanem Claudine B. Williams
2. Adoption of Stock Option Plan. To approve the adoption of the American
Bancorp of Nevada 1995 Stock Option Plan.
3. Appointment of Auditors. To ratify the appointment of McGladrey & Pullen
as the Company's independent certified public accountants for 1995.
4. Other Business. To transact such other business as may properly come
before the Meeting or any adjournment thereof.
The board of directors has fixed the close of business on March 23, 1995 as
the record date for determination of shareholders entitled to notice of,
and to vote at, the Meeting or any adjournment thereof.
The Bylaws of the Company set forth the following procedures for
nominations to the board of directors:
No shareholder at a shareholders' meeting at which Directors are to be
elected shall be entitled to
vote for a candidate for Director unless the candidate's name has been
placed in nomination in
writing with the Secretary of the corporation at least ten (10) days
prior to the commencement of the voting.
BY ORDER OF THE BOARD OF DIRECTORS
Edward D. Smith, Secretary
April 3, 1995
YOU ARE URGED TO VOTE IN FAVOR OF MANAGEMENT'S PROPOSALS BY SIGNING
AND RETURNING THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE, WHETHER OR NOT
YOU PLAN TO ATTEND THE MEETING IN PERSON. THE ENCLOSED PROXY IS SOLICITED
BY THE COMPANY'S BOARD OF DIRECTORS. ANY SHAREHOLDER GIVING A PROXY MAY
REVOKE IT PRIOR TO THE TIME IT IS VOTED BY FILING WITH THE SECRETARY OF THE
COMPANY AN INSTRUMENT REVOKING IT OR A DULY EXECUTED PROXY BEARING A
LATER DATE, OR BY ATTENDING THE MEETING AND VOTING IN PERSON. PLEASE
INDICATE ON THE PROXY WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING SO
THAT WE CAN ARRANGE FOR ADEQUATE ACCOMMODATIONS.
<PAGE> 4
AMERICAN BANCORP OF NEVADA
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
APRIL 17, 1995
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of
Proxies for use at the 1995 Annual Meeting of Shareholders (the "Meeting") of
American Bancorp of Nevada (the "Company") to be held at the main office of
American Bank of Commerce, located at 4425 Spring Mountain Road, Las Vegas,
Nevada on Monday, April 17, 1995 at 9:00 a.m., and at any and all adjournments
thereof.
It is anticipated that this Proxy Statement and the accompanying Notice and
form of Proxy will be mailed on or about April 3, 1995 to shareholders eligible
to receive notice of, and to vote at, the Meeting.
REVOCABILITY OF PROXIES
A form of Proxy for voting your shares at the Meeting is enclosed. Any
shareholder who executes and delivers such Proxy has the right to and may revoke
it at any time before it is exercised by filing with the Secretary of the
Company an instrument revoking it or a duly executed Proxy bearing a later date.
In addition, the powers of the proxyholders will be suspended if the person
executing the Proxy is present at the Meeting and elects to vote in person by
advising the chairman of the Meeting of his or her election to vote in person,
and votes in person at the Meeting. Subject to such revocation or suspension,
all shares represented by a properly executed Proxy received in time for the
Meeting will be voted by the proxyholders in accordance with the instructions
specified on the Proxy. UNLESS OTHERWISE DIRECTED IN THE ACCOMPANYING PROXY, THE
SHARES REPRESENTED BY YOUR EXECUTED PROXY WILL BE VOTED "FOR" THE NOMINEES FOR
ELECTION OF DIRECTORS NAMED HEREIN, "FOR" THE ADOPTION OF THE AMERICAN BANCORP
OF NEVADA 1995 STOCK OPTION PLAN AND "FOR" RATIFICATION OF MCGLADREY & PULLEN AS
THE COMPANY'S INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS FOR 1995. IF ANY OTHER
BUSINESS IS PROPERLY PRESENTED AT THE MEETING, THE PROXY WILL BE VOTED IN
ACCORDANCE WITH THE RECOMMENDATIONS OF MANAGEMENT.
PERSONS MAKING THE SOLICITATION
This solicitation of Proxies is being made by the board of directors (the
"Board") of the Company. The expense of preparing, assembling, printing and
mailing this Proxy Statement and the materials used in the solicitation of
Proxies for the Meeting will be borne by the Company. It is contemplated that
Proxies will be solicited principally through the use of the mail, but
directors, officers and employees of the Company and its subsidiary, American
Bank of Commerce (the "Bank") may solicit Proxies personally or by telephone,
without receiving special compensation therefore. Although there is no formal
agreement to do so, the Company may reimburse banks, brokerage houses and other
custodians, nominees and fiduciaries for their reasonable expenses in forwarding
these Proxy materials to shareholders whose stock in the Company is held of
record by such entities. In addition, the Company may use the services of
individuals or companies it does not regularly employ in connection with this
solicitation of Proxies, if management determines it to be advisable.
VOTING SECURITIES
There were issued and outstanding 2,367,358 shares of the Company's common
stock ("Common Stock") on March 23, 1995, which has been fixed as the record
date for the purpose of determining
<PAGE> 5
shareholders entitled to notice of, and to vote at, the Meeting (the "Record
Date"). On any matter submitted to the vote of the shareholders, each holder of
the Company's Common Stock will be entitled to one vote, in person or by Proxy,
for each share of Common Stock he or she held of record on the books of the
Company as of the Record Date. The effect of broker nonvotes is that such votes
are not counted as being voted; however such votes are counted for purposes of
determining a quorum. The effect of a vote of abstention on any matter is that
such vote is not counted as a vote for or against the matter, but is counted as
an abstention.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
Management of the Company knows of no person who owns, beneficially or of
record either individually or together with associates, 5 percent or more of the
outstanding shares of the Company's Common Stock, except as set forth in the
table below. The following table sets forth, as of March 1, 1995, the number and
percentage of shares of the Company's outstanding Common Stock beneficially
owned, directly or indirectly, by each of the Company's directors and named
officers and by the directors and named officers of the Company as a group. The
shares "beneficially owned" are determined under Securities and Exchange
Commission rules, and do not necessarily indicate ownership for any other
purpose. In general, beneficial ownership includes shares over which a director,
principal shareholder or officer has sole or shared voting or investment power
and shares which such person has the right to acquire within 60 days of March 1,
1995. Unless otherwise indicated, the persons listed below have sole voting and
investment powers. Management is not aware of any arrangements which may, at a
subsequent date, result in a change of control of the Company.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF PERCENT
BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS(1)
-------------------------------------------- -------------------- -----------
<S> <C> <C>
DIRECTORS AND NAMED EXECUTIVE OFFICERS:
Keith Ashworth.............................. 37,759(2)(3) 1.59%
James V. Bradham............................ 85,202(4) 3.60%
Vern J. Christensen......................... 48,322(2)(5) 2.03%
Elias F. Ghanem, M.D........................ 44,325(6) 1.87%
Nasser F. Ghanem............................ 159,380(2)(7) 6.71%
Joel A. Laub................................ 4,025(8) *
Betty Lou Lehman............................ 221,860(2)(9) 9.34%
Darrell A. Luery............................ 1,000(10) *
Edward D. Smith............................. 63,102(2) 2.66%
Claudine B. Williams........................ 260,983(2)(11) 10.98%
Robert E. Olson............................. 35,783(12) 1.51%
Robert J. Sistek............................ 5,000(13) *
James E. Zurbriggen......................... 34,129(14) 1.44%
All Directors and Named Officers as a Group
(numbering 13)............................ 1,000,870 41.26%
</TABLE>
- ---------------
* Less than one percent.
(1) Includes shares subject to options held by each director and the directors
and officers as a group that are exercisable within 60 days of March 1,
1995. These are treated as issued and outstanding for the purpose of
computing the percentage of each director and the directors and officers as
a group but not for the purpose of computing the percentage of class of any
other person.
(2) Total includes 8,900 shares acquirable by exercise of stock options.
(3) Mr. Ashworth has shared voting and investment powers as to 26,859 of these
shares.
(4) Mr. Bradham has shared voting and investment powers as to 707 of these
shares and has 800 shares acquirable by exercise of stock options.
2
<PAGE> 6
(5) Mr. Christensen has shared voting and investment powers as to 11,555 of
these shares.
(6) Dr. E. Ghanem has shared voting and investment powers as to 34,299 of these
shares and has 3,900 shares acquirable by exercise of stock options.
(7) Mr. N. Ghanem's address is c/o American Bancorp of Nevada, 4425 Spring
Mountain Road, Las Vegas, Nevada 89102.
(8) Mr. Laub has shared voting and investment powers as to all of these shares.
(9) Ms. Lehman has shared voting and investment powers as to 200,742 of these
shares. Ms. Lehman's address is c/o American Bancorp of Nevada, 4425 Spring
Mountain Road, Las Vegas, Nevada 89102.
(10) Mr. Luery has shared voting and investment powers as to all of these
shares.
(11) Ms. Williams has shared voting and investment powers as to 252,083 of these
shares. Ms. Williams' address is c/o American Bancorp of Nevada, 4425
Spring Mountain Road, Las Vegas, Nevada 89102.
(12) Mr. Olson has 2,800 shares acquirable by the exercise of stock options.
(13) Mr. Sistek has 5,000 shares acquirable by the exercise of stock options.
(14) Mr. Zurbriggen has 800 shares acquirable by the exercise of stock options.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission.
Officers, directors and more than ten-percent shareholders are required by
Securities Exchange Commission regulation to furnish the Company with copies of
all Section 16(a) forms they file.
Based solely on its review of the copies of such forms received by it, or
written representations from certain reporting persons that no Forms 5 were
required for those persons, the Company believes that, during 1994 its officers,
directors and more than ten-percent shareholders complied with all filing
requirements applicable to them.
PROPOSAL 1:
ELECTION OF DIRECTORS
NOMINEES
The Company's Bylaws presently provide that the number of directors of the
Company shall not be less than six (6) nor more than twelve (12). The Bylaws
further provide that the exact number of directors shall be ten (10) until
changed by the affirmative vote of a majority of the Board.
The persons named below, all of whom are currently members of the Board,
have been nominated for election as directors to serve until the 1996 Annual
Meeting of Shareholders and until their successors are elected and have
qualified. Unless otherwise instructed, proxyholders will vote the Proxies
received by them for the election of the nominees named below. Votes will be
cast by the proxyholders in such a way to effect, if possible, the election of
the nominees named below. The ten nominees for directors receiving the most
votes will be elected directors. In the event that any of the nominees should be
unable to serve as a director, it is intended that the Proxy will be voted for
the election of such substitute nominee, if any, as shall be designated by the
Board. The Board has no reason to believe that any of the nominees named below
will be unable to serve if elected. Additional nominations for directors may
only be made by complying with the nomination procedures which are included in
the Notice of Annual Meeting of Shareholders accompanying this Proxy Statement.
3
<PAGE> 7
The following table sets forth as of March 1, 1995, the names of, and
certain information concerning, the persons nominated by the Board for election
as directors of the Company.
<TABLE>
<CAPTION>
YEAR FIRST PRINCIPAL
NAME AND TITLE APPOINTED OCCUPATION DURING THE
OTHER THAN DIRECTOR AGE DIRECTOR PAST FIVE YEARS
- ----------------------- --- ---------- ------------------------------------------------------
<S> <C> <C> <C>
Keith Ashworth 70 1982 Executive Assistant to the Chief Executive Officer,
Vice Chairman and Director of Community Affairs, of Nevada Power Co.
James V. Bradham 54 1982 President and Chief Executive Officer of the Company
President and Chief and the Bank.
Executive Officer
Vern J. Christensen 70 1982 Director and President of Nevada Recycling, Inc. and
President of Quality Towing.
Elias F. Ghanem, M.D. 55 1982 Physician and Chief Executive Officer of Prime Health
Group of Companies.
Nasser F. Ghanem 52 1982 President of Empire Travel & Tours and private
investor.
Joel A. Laub 42 1993 President of Joel Laub & Associates Corp., President
of Astoria Homes and Secretary/Treasurer of Pageantry
Homes Corporation.
Betty Lou Lehman 65 1989 Marriage and family therapist in private practice.
Darrell A. Luery 54 1994 President and Chief Operating Officer of Bally's
Grand, Inc.
Edward D. Smith 57 1982 Member of the Board of Directors of Sun Pacific
Secretary Farming & Shippers, Secretary of Nevada Recycling,
Inc., Director of Quality Towing, Inc. and President
of Southwest Consultants Ltd.
Claudine B. Williams 73 1982 Chairman of the Board of the Company and the Bank.
Chairman of the Board Chairman of the Board of Harrah's Las Vegas and member
of the Board of Directors of International Gaming
Technologies, Inc.
</TABLE>
All of the nominees named above have served as members of the Company's
Board during the past year. All nominees will continue to serve if elected at
the Meeting until the 1996 Annual Meeting of Shareholders and until their
successors are elected and have qualified. None of the directors were selected
pursuant to any arrangement or understanding other than with the directors and
executive officers1 of the Company acting within their capacities as such. There
are no family relationships among any of the directors and executive officers of
the Company, other than Dr. Elias Ghanem and Mr. Nasser Ghanem, who are
brothers. No director or executive officer of the Company, other than Ms.
Williams who serves as a director of International Gaming Technologies, Inc.,
and Mr. Luery who serves as a director of Bally's Grand, Inc., serves as a
director of any company which has a class of securities registered under, or
which is subject to the periodic reporting requirements of, the Securities
Exchange Act of 1934, or of any company registered as an investment company
under the Investment Company Act of 1940. In addition, as stated above, Mr.
Luery serves as the President, Chief Operating Officer and a director of Bally's
Grand, Inc. On November 27, 1991, Bally's Grand, Inc. filed a petition for a
reorganization pursuant to Chapter 11 of the United States Bankruptcy Code in
the United States Bankruptcy Court for the Southern District of New Jersey. A
plan of reorganization was confirmed in said Court on August 20, 1993.
THE BOARD OF DIRECTORS AND COMMITTEES
The Company's Board held four (4) meetings during 1994. None of the
directors attended less than 75 percent of all Board meetings and committee
meetings (of which they were a member) that were held in 1994.
- ---------------
1As used throughout this Proxy Statement, the term "executive officer"
includes the Chairman, the Vice Chairman, the President/Chief Executive Officer,
the Treasurer and the Secretary.
4
<PAGE> 8
There were no standing committees of the Company's Board. In 1994 the Bank
had a standing Audit Committee and Compensation Committee. The Bank's Audit
Committee, which consisted of Messrs. Ashworth (chairman), Christensen and N.
Ghanem and Ms. Williams met four (4) times during 1994. The Bank's Compensation
Committee, which consisted of Ms. Williams (chairman), and Messrs. Bradham, N.
Ghanem, Laub, Luery and Smith, met four (4) times in 1994.
COMPENSATION OF DIRECTORS
The directors of the Company do not receive compensation from the Company,
however during 1994, the directors, other than Mr. Bradham, received a fee of
$1,000 per month for attendance at the Bank's board of directors meetings and
$500 for each of the Bank's committee meetings attended. In 1995, the Bank's
directors will receive the same compensation for attendance at the Bank's board
of directors meetings and committee meetings as that received during 1994.
Additionally, during 1994 each director, other than Messrs. Bradham and Luery,
received a $10,000 retainer. In 1995, each director, other than Mr. Bradham will
receive a $10,000 retainer which will be paid semi-annually.
In June, 1989, each director of the Company, other than Messrs. Bradham,
Laub and Luery, received a stock option under the Company's 1989 Stock Option
Plan to acquire 10,000 shares of Common Stock. The exercise price for these
shares for each director, other than Ms. Williams, was $11.00 per share and for
Ms. Williams was $12.10 per share. These options expired in June, 1994. In
December, 1989, each director of the Company, other than Messrs. Bradham, Laub
and Luery, received a stock option under the Company's 1989 Stock Option Plan to
acquire 2,000 shares of Common Stock. The exercise price for these shares for
each director, other than Ms. Williams, was $14.50 per share and for Ms.
Williams was $15.95 per share. These options expired in December, 1994. In
December, 1990, each director of the Company, other than Messrs. Bradham, Laub
and Luery and Dr. E. Ghanem, received a stock option under the Company's 1989
Stock Option Plan to acquire 5,000 shares of Common Stock. The exercise price
for these shares for each director, other than Ms. Williams, was $8.50 per share
and for Ms. Williams was $9.35 per share. The options are for a term of five
years expiring in December, 1995. The vesting of the director options is 20% of
the total option amount per year with the first 20% amount having vested in
December, 1990. In December, 1992, each director of the Company, other than
Messrs. Bradham, Laub and Luery, received a stock option under the Company's
1989 Stock Option Plan to acquire 6,500 shares of Common Stock. The exercise
price for these shares for each director, other than Ms. Williams, was $9.25 per
share and for Ms. Williams was $10.17 per share. The options are for a term of
five years expiring in December, 1997. The vesting of the director options is
20% of the total option amount per year with the first 20% amount having vested
in December, 1992.
5
<PAGE> 9
EXECUTIVE OFFICERS
The following table sets forth as of March 1, 1995 certain information
concerning executive officers of the Company and certain executive officers of
the Bank:
<TABLE>
<CAPTION>
POSITION AND PRINCIPAL OCCUPATION
NAME AGE FOR THE PAST FIVE YEARS
- ---------------------- --- -----------------------------------------------------------------
<S> <C> <C>
Claudine B. Williams 73 Chairman of the Board of the Company and the Bank. Chairman of
the Board of Harrah's Las Vegas and member of the Board of
Directors of International Gaming Technologies, Inc.
Keith Ashworth 70 Vice Chairman of the Board of the Company and the Bank. Executive
Assistant to the Chief Executive Officer, and Director of
Community Affairs, of Nevada Power Co.
James V. Bradham 54 President and Chief Executive Officer of the Company and the
Bank.
Robert E. Olson 54 Treasurer of the Company and Executive Vice President and Chief
Financial Officer of the Bank.
Edward D. Smith 57 Secretary of the Company and the Bank. Member of the Board of
Directors of Sun Pacific Farming & Shippers, Secretary of Nevada
Recycling, Inc., Director of Quality Towing, Inc. and President
of Southwest Consultants Ltd.
Patricia L. Kirkwood 41 Executive Vice President and Cashier of the Bank. Previously
served as Senior Vice President and Cashier of the Bank.
Robert J. Sistek 54 Executive Vice President and Senior Loan Officer of the Bank.
Previously served as Vice President of First Interstate Bank of
Nevada from August 1988 through February 1992.
James Zurbriggen 43 Executive Vice President of the Bank.
</TABLE>
EXECUTIVE COMPENSATION
During 1994, the Company did not pay any cash compensation to its executive
officers and no such cash compensation is expected to be paid during 1995.
However, certain of the persons serving as the executive officers of the Company
are also employees of the Bank, and they received during 1994, and are expected
to receive in 1995, cash compensation in their capacities as executive officers
of the Bank.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
-----------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
- ------------------------------------------------------------------------------------------------------------------------------
(A) (B) (C) (D) (E) (F) (G) (H) (I)
- ------------------------------------------------------------------------------------------------------------------------------
OTHER
ANNUAL RESTRICTED ALL OTHER
NAME AND COMPEN- STOCK LTIP COMPEN-
PRINCIPAL SALARY BONUS SATION(1) AWARD(S) OPTIONS/ PAYOUTS SATION(2)
POSITION YEAR ($) ($) ($) ($) SARS ($) ($)
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
James V. Bradham 1994 $ 179,400 $ 62,790 0 0 0 0 $ 11,209
---------------------------------------------------------------------------------------------
President/CEO, Director 1993 $ 170,900 $ 57,764 $ 35,591 0 0 0 $ 12,108
---------------------------------------------------------------------------------------------
1992 $ 162,000 $ 54,550 0 0 0 0 $ 10,744
- ------------------------------------------------------------------------------------------------------------------------------
Robert E. Olson 1994 $ 94,200 $ 32,970 0 0 0 0 $ 7,710
---------------------------------------------------------------------------------------------
Executive Vice President 1993 $ 89,700 $ 30,319 $ 28,018 0 0 0 $ 6,597
---------------------------------------------------------------------------------------------
1992 $ 85,000 $ 24,390 0 0 0 0 $ 7,708
- ------------------------------------------------------------------------------------------------------------------------------
Robert J. Sistek 1994 $ 84,200 $ 29,470 0 0 0 0 $ 6,707
---------------------------------------------------------------------------------------------
Executive Vice President 1993 $ 80,200 $ 27,108 0 0 0 0 $ 2,951
---------------------------------------------------------------------------------------------
1992 $ 66,416 $ 10,450 0 0 0 0 $ 970
- ------------------------------------------------------------------------------------------------------------------------------
James E. Zurbriggen 1994 $ 94,200 $ 32,970 0 0 0 0 $ 5,332
---------------------------------------------------------------------------------------------
Executive Vice President 1993 $ 89,700 $ 30,319 $ 42,342 0 0 0 $ 6,438
---------------------------------------------------------------------------------------------
1992 $ 85,000 $ 23,375 0 0 0 0 $ 6,890
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>
6
<PAGE> 10
(1) These amounts represent perquisites consisting of automobile allowance,
payments to cover taxes and payments for country club memberships. The
amount of the country club membership for Messrs. Bradham, Olson and
Zurbriggen for 1993 was $25,000, $25,000 and $35,000, respectively.
(2) This amount represents the Bank's contribution under the Bank's Profit
Sharing/401(k) Plan and the cost of premiums for life insurance.
OPTION/SAR EXERCISES AND YEAR-END VALUE TABLE
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND YEAR-END OPTION/SAR
VALUE
<TABLE>
<CAPTION>
(A) (B) (C) (D) (E)
- ------------------------------------------------------------------------------------------------------------------
VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT OPTIONS/SARS AT
YEAR-END(#) YEAR-END($)
SHARES ACQUIRED ON VALUE REALIZED EXERCISABLE/ EXERCISABLE/
NAME EXERCISE(#) ($) UNEXERCISABLE UNEXERCISABLE
<S> <C> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------------------------
James V. Bradham 0 $ 0 Options Only Options Only
800/1,200 $1,112/$1,668
- ----------------------------------------------------------------------------------------------------------------------
Robert E. Olson 0 $ 0 Options Only Options Only
2,800/1,200 $15,492/$1,668
- ----------------------------------------------------------------------------------------------------------------------
Robert J. Sistek 0 $ 0 Options Only Options Only
5,000/4,000 $28,754/$20,096
- ----------------------------------------------------------------------------------------------------------------------
James E. Zurbriggen 2,000 $7,960 Options Only Options Only
800/1,200 $1,112/$1,668
</TABLE>
- --------------------------------------------------------------------------------
PROPOSAL 2:
ADOPTION OF THE
AMERICAN BANCORP OF NEVADA
1995 STOCK OPTION PLAN
INTRODUCTION
The American Bancorp of Nevada 1995 Stock Option Plan (the "Plan"), subject
to approval by the Company's shareholders provides for the granting of options
to purchase shares of Common Stock at option prices per share which must not be
less than one hundred percent (100%) of the fair market value per share of the
Common Stock at the time each option is granted. It is intended that options
granted pursuant to the Plan qualify for treatment either as "incentive stock
options" within the meaning of Section 422 of the Internal Revenue Code of 1986,
as amended from time to time (the "Code"), or as "nonqualified stock options,"
as shall be determined and designated upon the grant of each option. The Plan
provides that 350,000 shares of the Company's authorized but unissued Common
Stock will be available for issuance under the Plan. There are approximately
thirty (30) employees and ten (10) directors who are eligible to participate in
the Plan. The summary below is subject to the provisions of the Plan, a copy of
which is attached to this Proxy Statement as Exhibit A.
As of March 15, 1995, the Company had only 3,750 shares of Common Stock
available for stock option grants. The last stock option plan adopted by the
Company was in 1989. The Board believes it is advisable for the shareholders to
approve the adoption of the Plan in order to have options available as an
additional means of retaining and attracting competent personnel for the Company
and its subsidiaries, and for inducing high levels of performance and efforts
for the benefit of the Company and its shareholders.
7
<PAGE> 11
SUMMARY OF THE PLAN
The Plan will be administered by the Board or a committee ("Committee")
appointed from time to time by the Board. The Board will determine the persons
who shall participate in the Plan and the extent and the terms of their
participation.
All options under the Plan are granted at an exercise price equal to 100
percent of the fair market value of Common Stock on the date of grant, except
for an incentive option granted to an optionee who at the time of the grant owns
more than 10% of the total combined voting power of all classes of stock of the
Company or a subsidiary of the Company in which case the option price shall not
be less than 110% of the fair market value of such stock. The purchase price of
any shares purchased upon exercise is payable in full in cash.
Options granted pursuant to the Plan shall be for a term of up to five (5)
years. Options granted shall vest at the rate of 25% annually. Optionees shall
have the right to exercise all or a portion of the option at any time or from
time to time with respect to the vested part of their stock options. If any
option shall expire without being exercised in full, the shares will again
become available for granting of stock options under the Plan. The Plan shall
expire on December 31, 1999.
Incentive stock options may be granted to full-time salaried officers and
key employees of the Company or a subsidiary. No director who is not also a
full-time salaried officer or key employee may be granted an incentive stock
option pursuant to the Plan. Nonqualified stock options may be granted to
directors, full-time salaried officers and key employees of the Company or of
its subsidiaries.
TAX CONSEQUENCES TO THE OPTIONEE
The following describes, generally, the major federal income tax
consequences relating to stock options issued under the Plan. If all of the
requirements of the Plan are met, generally no taxable income will result to an
optionee upon the grant of an incentive or nonqualified stock option.
Incentive Stock Options. If the optionee is employed by the Company (or a
subsidiary) continuously from the date of grant until at least three months
before the option is exercised and otherwise satisfies the requirements of the
Plan, the optionee will not recognize taxable income upon exercise of the
option. If the optionee is not employed by the Company (or a subsidiary)
continuously from the date of grant until at least three months before the
option is exercised for reason other than death, disability or retirement, the
optionee will recognize ordinary income at the time the option is exercised. The
Company will be allowed a deduction for federal income tax purposes only if and
to the extent that the optionee recognizes ordinary income. Upon exercise of an
incentive stock option, the excess of the fair market value of the shares
received over the option price at the time of exercise is treated as an item of
tax preference which may result in the imposition of the alternative minimum
tax.
On a subsequent sale of shares acquired by the exercise of an incentive
stock option, gain or loss will be recognized in an amount equal to the
difference between the amount realized on the sale and the optionee's tax basis
of the shares sold. If a disposition (generally a sale, exchange, gift or
similar lifetime transfer of legal title) of stock received pursuant to an
incentive stock option does not take place until more than two years after the
grant of such option and more than one year after the exercise of such option
any gain or loss realized on such disposition will be treated as long-term
capital gain or loss. Under such circumstances, the Company will not be entitled
to a deduction for income tax purposes in connection with the exercise of the
option.
If a disposition of stock received pursuant to an incentive stock option
occurs within two years after the grant of such option or one year after the
exercise of such option, the optionee must treat any gain realized as ordinary
income to the extent of the lesser of (i) the fair market value of such stock as
of the date of exercise less the option price, or (ii) the amount realized on
disposition of the stock minus the option price. Such ordinary income realized
is deductible by the Company for federal income tax purposes. Any additional
amount realized on the disposition will be taxable as either long-term or
short-term capital gain.
Nonqualified Stock Options. In general, when an optionee exercises a
nonqualified stock option, the optionee recognizes ordinary income in the amount
of the excess of the fair market value of the shares
8
<PAGE> 12
received upon exercise over the aggregate amount paid for those shares, and the
Company may deduct as an expense the amount of income so recognized by the
optionee. For capital gains purposes, the holding period of the shares begins
upon the exercise of the option, and the optionee's basis in the shares is equal
to the fair market value of the shares on the date of exercise.
Excise Tax. In addition, the exercise of outstanding options that become
exercisable upon certain major corporate events may result in all or a portion
of the difference between the fair market value of the option shares and the
exercise price of any shares issuable in respect to such options being
characterized "parachute payments." A 20% excise tax is imposed on the optionee
on any amount so characterized and the Company will be denied any tax deduction
for such amount.
Withholding Taxes. The Company is generally required to withhold applicable
payroll taxes with respect to compensation income recognized by optionees. The
Company is also generally required to make certain information reports to the
Internal Revenue Service with respect to any income of an optionee attributable
to transactions involving the grant or exercise of options and/or the
disposition of shares acquired on exercise of options.
OTHER TERMS AND CONDITIONS
Options under the Plan shall not be transferable by the optionee during the
optionee's lifetime. In the event of termination of employment (other than for
cause) or termination of directorship for a nonemployee director for any reason
including the optionee's death or disability, to the extent exercisable on the
date employment or directorship terminates, the option shall remain exercisable
for up to three (3) months (but not beyond the end of the original option term).
If an optionee's employment is terminated for cause, such optionee's option
shall be cancelled and forfeited as of the date of such termination unless the
Board decides to reinstate such option within thirty (30) days of such
termination.
In the event of certain changes in the outstanding Common Stock, such as
stock dividends, stock splits, recapitalization, reclassification,
reorganization, or otherwise, appropriate and proportionate adjustments shall be
made in the number, kind and exercise price of shares covered by any unexercised
options or portions thereof. In the event of liquidation of the Company or upon
a reorganization, merger or consolidation of the Company with one or more
corporations, the result of which the Company is not the surviving corporation,
a sale of substantially all of the assets of the Company to another corporation,
or upon the acquisition of more than 51% of the shares of Common Stock, the Plan
shall terminate and all options theretofore granted shall completely vest and
become immediately exercisable thirty (30) days prior to such event. The Plan is
not an exempt plan for purposes of Section 16b(3) of the Securities Exchange Act
of 1934.
The Board reserves the right to suspend, amend or terminate the Plan, and,
with the consent of the optionee, make such modifications of the terms and
conditions of his/her option as it deems advisable, except that the Board may
not, without further approval of a majority of the shareholders, increase the
maximum number of shares covered by the Plan, change the minimum option price,
increase the maximum term of options under the Plan or permit options to be
granted to anyone other than a director, officer or key employee.
No option granted pursuant to the Plan shall be exercisable until all
necessary regulatory and shareholder approvals are obtained.
No grants under the Plan have been made to directors or executive officers
of the Company. It is anticipated that options may be granted to directors and
executive officers of the Company, however no grants of options are intended at
present.
Adoption of the Plan requires the affirmative vote of a majority of the
outstanding shares of the Company's Common Stock represented and voting at the
Meeting.
MANAGEMENT RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THE ADOPTION OF THE
AMERICAN BANCORP OF NEVADA 1995 STOCK OPTION PLAN.
9
<PAGE> 13
PROPOSAL 3:
RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS
The firm of McGladrey & Pullen, Las Vegas, Nevada, served as independent
certified public accountants for the Company and the Bank through the year 1994
and has been selected to serve as the Company's independent certified public
accountants for the year 1995. All services rendered by McGladrey & Pullen for
1994 were approved by the Board, which has determined the firm of McGladrey &
Pullen to be independent. It is expected that one or more representatives of
McGladrey & Pullen will be present at the Meeting and will be given the
opportunity to make a statement, if desired, and to respond to appropriate
questions.
In the event shareholders do not ratify the appointment of McGladrey &
Pullen as the Company's independent certified public accountants for the
forthcoming fiscal year, such appointment will be reconsidered by the Bank's
Audit Committee and the Board.
Ratification of the appointment of McGladrey & Pullen as the Company's
independent certified public accountants for fiscal year 1995 will require the
affirmative vote of a majority of the outstanding shares of the Company's Common
Stock represented and voting at the meeting.
MANAGEMENT RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THE RATIFICATION OF
THE APPOINTMENT OF MCGLADREY & PULLEN AS THE COMPANY'S INDEPENDENT CERTIFIED
PUBLIC ACCOUNTANTS FOR 1995.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Some of the Company's directors and executive officers and their immediate
families as well as the companies with which they are associated are customers
of, or have had banking transactions with, the Bank in the ordinary course of
the Bank's business, and the Bank expects to have banking transactions with such
persons in the future. In management's opinion, all loans and commitments to
lend included in such transactions were made in compliance with applicable laws
on substantially the same terms, including interest rates and collateral, as
those prevailing for comparable transactions with other persons of similar
creditworthiness and, in the opinion of management, did not involve more than a
normal risk of collectibility or present other unfavorable features.
SHAREHOLDER PROPOSALS
The deadline for shareholders to submit proposals to be considered for
inclusion in the Proxy Statement for the Company's 1996 Annual Meeting of
Shareholders is December 15, 1995.
10
<PAGE> 14
OTHER MATTERS
Management does not know of any matters to be presented at the Meeting
other than those set forth above. However, if other matters come before the
Meeting, it is the intention of the persons named in the accompanying Proxy as
proxyholders to vote the shares represented by the Proxy in accordance with the
recommendations of management on such matters, and discretionary authority to do
so is included in the Proxy.
AMERICAN BANCORP OF NEVADA
Edward D. Smith
Secretary
Dated: April 3, 1995
A COPY OF THE COMPANY'S 1994 ANNUAL REPORT TO THE SECURITIES AND EXCHANGE
COMMISSION ON FORM 10-K WILL BE PROVIDED TO SHAREHOLDERS WITHOUT CHARGE UPON
WRITTEN REQUEST TO AMERICAN BANCORP OF NEVADA, 4425 SPRING MOUNTAIN ROAD, LAS
VEGAS, NEVADA 89102.
11
<PAGE> 15
EXHIBIT A
AMERICAN BANCORP OF NEVADA
1995 STOCK OPTION PLAN
1. Purpose
The purpose of the American Bancorp of Nevada 1995 Stock Option Plan (the
"Plan") is to provide financial reward opportunities to certain key employees
and directors (the "Participants") of American Bancorp of Nevada (the "Company")
and its subsidiaries based on the long-term success of the Company. Such
financial reward opportunities shall be based upon the grant of stock options
("Options"), the value of which is related to the appreciation in the value of
the common stock of the Company. The Plan is intended to benefit the Company by
retaining and motivating Participants to achieve the Company's long-term goals.
2. Definitions
Unless the context clearly indicates otherwise, the following terms, when
used in the Plan, shall have the following meanings:
a. "Beneficiary" shall be the person or persons who shall acquire the
right to exercise an Option by bequest or inheritance.
b. "Compensation Committee" or "Committee" means the Compensation
Committee of the Board of Directors of the Company as may be
established by the Board of Directors of the Company.
c. "Code" means the Internal Revenue Code of 1986 as amended from time to
time.
d. "Grantee" means a person to whom an Option has been granted under the
Plan.
e. "Option" means an option to purchase shares of the Company's common
stock that is evidenced by a written stock option agreement entered
into between the Company and the Grantee.
f. "Term" means the period during which a particular Option may be
exercised.
3. Administration
The Plan shall be administered by the Board of Directors (the "Board"),
unless the Compensation Committee is established and authorized by the Board to
administer the Plan. Subject to the provisions of the Plan, the Board shall have
the exclusive power to (i) select the Participants to be granted Options; (ii)
determine the number of Options to be granted; and (iii) establish the date of
each Option granted.
4. Incentive and Nonqualified Stock Options
It is intended that the Options granted hereunder will include (i) those
that qualify as incentive stock options under Section 422(b) of the Code, and
(ii) those that do not qualify as incentive stock options and are therefore
nonqualified stock options.
5. Number and Source of Shares Subject to the Plan
The Company may grant Options under the Plan for not more than 350,000
shares of common stock ("Shares") which shall be provided by the issuance of
Shares authorized but unissued. In the event that an Option previously granted
shall for any reason lapse or be canceled without being exercised, the
unpurchased Shares subject to the Option shall be restored to the total number
of Shares to be granted under the Plan.
A-1
<PAGE> 16
6. Participants
Options may be granted to key employees employed by the Company or any
subsidiary of the Company and to selected members of the Board, as determined by
the Board. Options granted to Participants who are not employees shall be
nonqualified stock options.
7. Grants
Options shall be granted to Participants as recommended by the Chief
Executive Officer and approved by the Board. Options shall be granted at such
time or times and in such quantities as approved by the Board, and shall be
subject to such terms and conditions as set forth in this Plan.
With respect to the number of Shares subject to incentive stock options
granted to any one Participant in any one year, the aggregate fair market value
(determined as of the time the Option is granted) of the Shares which become
exercisable shall not exceed $100,000 during any one calendar year.
8. Exercise Price
The exercise price for each Option granted shall be the fair market value
of a Share at the date of grant, except for incentive stock options granted to
employees who own more than ten percent of the Company's voting stock.
With respect to any incentive stock options granted to a Grantee who, on
the date the Option is granted, owns more than ten percent of the combined
voting power of all classes of stock of the Company, the exercise price for each
Share shall not be less than 110 percent of the fair market value of a Share on
the date the Option is granted.
Notwithstanding anything herein to the contrary, in no event may an Option
be granted under the Plan if the exercise price is less than the par value of a
Share.
9. Term of Options
The Board shall establish the maximum period of time ("Term") during which
an option must be exercised. In no event shall the Term of an option extend
beyond five years from the date of grant.
10. Vesting
Options to the Participants shall vest in accordance with the following
schedule of years of employment or service as a director since the date of the
grant of such Options.
<TABLE>
<CAPTION>
VESTING YEARS FOLLOWING
OF OPTIONS DATE OF GRANT
------------------------------------ ---------------
<S> <C>
25%............................... 1 year
50%............................... 2 years
75%............................... 3 years
100%............................... 4 years or more
</TABLE>
Notwithstanding the provisions of the above schedule, all vested Options
granted to a Participant shall become fully exercisable upon (i) the
Participant's termination of employment with the Company due to death,
disability or retirement; (ii) the sale or termination of the business of, or
liquidation or dissolution of the Company by the owners of at least a majority
of the shares of common stock of the Company; (iii) sale of substantially all of
the assets of the Company; (iv) the merger or consolidation of the Company with
any other corporation wherein the Company is not the surviving corporation of
such merger or consolidation; or (v) the termination of the Participant's
employment by the Company "without cause" as determined by the Board.
For purposes of this Section, a Participant will be considered disabled if
such Participant's disability meets the definition of "disabled" in Section
22(e)(3) of the Code; and a Participant will be considered
A-2
<PAGE> 17
retired if the Participant's employment with the Company terminates at or after
the date the Participant attains the age of 65.
11. Exercise of Options by Grantee
Grantees may exercise vested Options at any time during the Term.
a. Options shall be exercised by delivering or mailing to the Board:
1. A written notice, in the form and in the manner substantially as
shown in Exhibit A hereto, specifying the number of Shares to be
purchased; and
2. Payment in full in cash of the exercise price for the Shares
purchased.
b. Upon receipt of the notice of exercise and upon payment of the exercise
price, the Company shall promptly deliver to the Grantee a certificate
or certificates for the Shares purchased, without charge to him for
issue or transfer tax.
c. An Option may be exercised during the lifetime of the Grantee only by
the Grantee.
12.Exercise of Options After Death, Disability, Retirement or Other Termination
of Employment
In the event of a Grantee's termination of employment or directorship (for
a nonemployee director) for any reason, including retirement, death and
disability, all exercisable Options may be exercised within three (3) months of
such termination, unless such termination of employment is "for cause" in which
case, all options granted to the Grantee are forfeited and canceled as of the
date of such termination. However, the Board, in its sole discretion, may
reinstate the Options of the Grantee with respect to the installments which had
vested as of the date of termination of Grantee's employment, provided that the
Board takes such action within thirty (30) days of the date of termination. A
grantee of an option which has been reinstated shall have three (3) months from
the time of his or her termination of employment to exercise those installments
of his or her option which had vested as of the time of his or her termination
of employment. For the purposes of the Plan, a termination of a Grantee's
employment by the Company "for cause" means a termination due to any of the
following events:
a. The willful or knowing failure or refusal of a Grantee to perform the
duties of his job;
b. Actions of a Grantee that constitute dishonesty, embezzlement, theft,
misappropriation of funds, or a continuing violation of governmental
regulations; or
c. The commission by the Grantee of a felony or a crime of moral turpitude.
13. Changes in Capital and Corporate Structure
In the event of any change in the outstanding shares of common stock of the
Company by reason of a recapitalization, reclassification, reorganization, stock
split, reverse stock split, combination of shares, stock dividend or similar
transaction, the Board shall proportionately adjust, in an equitable manner, the
aggregate number of Shares available for Options, the number of Shares subject
to outstanding Options, the exercise price of each of the Options, and the
number of Options held by Grantees under the Plan.
14. Effect of Merger or Other Reorganization
If the Company shall be the surviving corporation in a merger or other
reorganization, Option rights shall extend to stock and securities of the
Company to the same extent that a holder of that number of shares of common
stock of the Company underlying the Options immediately before the merger or
consolidation would be entitled to have. If the (i) Company dissolves, sells
substantially all of its assets, sells shares of common stock of the Company in
an amount that is equal to more than 51% of the Company's outstanding shares of
common stock, or is a party to a merger or other reorganization in which it is
not the surviving corporation or (ii) more than 51% of the Company's outstanding
shares of common stock or voting rights thereto are purchased or acquired by any
person, entity or group of persons and/or entities acting in concert ("Corporate
Event"), then each Option shall be exercisable in full within the period of
thirty (30) days before the date of such Corporate Event.
A-3
<PAGE> 18
15. Shareholder Rights
No person shall have any rights of a shareholder by virtue of an Option
except with respect to Shares actually issued to him.
16. Nontransferability
Options granted under the Plan, and any rights and privileges pertaining
thereto, may not be transferred, assigned, pledged or hypothecated in any
manner, by operation of law or otherwise, other than by will or the laws of
descent and distribution, and shall not be subject to execution, attachment or
similar process.
17. Withholding
The Company shall have the right to deduct from all Option exercises
pursuant to the Plan any taxes required by law to be withheld with respect to
such exercises.
18. Miscellaneous Provisions
a. No employee or other person shall have any claim or right to be granted
an Option under the Plan. Neither the Plan nor any action taken
hereunder shall be construed as giving any employee any right to be
retained in the employ of the Company.
b. Except when otherwise required by the context, any masculine terminology
in this document shall include the feminine and any singular terminology
shall include the plural.
19. Amendment of the Plan
The Board may, at any time, suspend, amend or terminate the Plan and may,
with the consent of the Grantee, make such modification of the terms and
conditions of the Option as it shall deem advisable; provided that, except as
permitted under the provisions of Sections 13 and 14 hereof, no amendment or
modification which would:
a. increase the maximum number of Shares which may be purchased pursuant to
options granted under the Plan either in the aggregate or by an
individual;
b. change the minimum option price;
c. increase the maximum term of options provided for herein; or
d. permit options to be granted to anyone other than directors and key
employees of the Company or a subsidiary corporation;
may be adopted without the Company having first obtained shareholder approval.
No option may be granted during any suspension or after termination of the
Plan. Any amendment, suspension or termination of the Plan shall not (except as
otherwise provided in Section 13 hereof), without the consent of the Grantee,
alter or impair any rights or obligations under any Option theretofore granted.
20. Effectiveness and Terms of Plan
The effective date of the Plan shall be January 1, 1995. The Board may at
any time terminate the Plan and unless sooner terminated by the Board, the Plan
shall terminate on December 31, 1999. No options shall be granted pursuant to
the Plan after the date of termination of the Plan.
21. Governing Law
The Plan shall be construed and its provisions enforced and administered in
accordance with the laws of the State of Nevada except to the extent that such
laws may be superseded by Federal laws.
A-4
<PAGE> 19
PROXY
AMERICAN BANCORP OF NEVADA
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. The undersigned
hereby appoints Messrs. James V. Bradham and Robert E. Olson as proxies, with
full power of substitution, to represent, vote and act with respect to all
shares of common stock of American Bancorp of Nevada (the "Company") which the
undersigned would be entitled to vote at the meeting of shareholders to be held
on April 17, 1995 at 9:00 a.m., at the main office of American Bank of Commerce,
located at 4425 Spring Mountain Road, Las Vegas, Nevada or any adjournments
thereof, with all the powers the undersigned would possess if personally present
as follows:
1. Election of ten (10) persons to be directors.
<TABLE>
<S> <C>
Keith Ashworth Joel A. Laub
James V. Bradham Betty Lou Lehman
Vern J. Christensen Darrell A. Luery
Elias F. Ghanem, M.D. Edward D. Smith
Nasser F. Ghanem Claudine B. Williams
</TABLE>
/ / FOR ALL NOMINEES LISTED ABOVE / / WITHHOLD AUTHORITY
(except as marked to the contrary below)
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name on the space below:)
- --------------------------------------------------------------------------------
2. Adoption of the American Bancorp of Nevada 1995 Stock Option Plan.
/ / FOR / / AGAINST / / ABSTAIN
3. Ratification of the appointment of McGladrey & Pullen as the Company's
independent certified public accountants for 1995.
/ / FOR / / AGAINST / / ABSTAIN
4. Transaction of such other business as may properly come before the meeting
and any adjournment or adjournments thereof.
Please Sign and Date Below
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE MATTERS LISTED ABOVE.
The Proxy confers authority to vote and shall be voted in accordance with such
recommendation unless a contrary instruction is indicated, in which case, the
shares represented by the Proxy will be voted in accordance with such
instruction. IF NO INSTRUCTION IS SPECIFIED WITH RESPECT TO A MATTER TO BE ACTED
UPON, THE SHARES REPRESENTED BY THE PROXY WILL BE VOTED IN ACCORDANCE WITH THE
RECOMMENDATIONS OF MANAGEMENT. IF ANY OTHER BUSINESS IS PRESENTED AT THE
MEETING, THIS PROXY CONFERS AUTHORITY TO AND SHALL BE VOTED IN ACCORDANCE WITH
THE RECOMMENDATIONS OF MANAGEMENT.
/ / I DO / / DO NOT EXPECT TO ATTEND THE MEETING --------------------------
(Number of Shares)
--------------------------
(Please Print Your Name)
--------------------------
(Please Print Your Name)
--------------------------
(Date)
--------------------------
(Signature of Shareholder)
--------------------------
(Signature of Shareholder)
(Please date this Proxy
and sign your name exactly
as it appears on your
stock certificate.
Executors, administrators,
trustees, etc., should
give their full title. If
a corporation, please sign
in full corporate name by
the president or other
authorized officer. If a
partnership, please sign
in partnership name by an
authorized person. All
joint owners should sign.)
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS AND MAY BE REVOKED
PRIOR TO ITS EXERCISE BY NOTIFYING THE SECRETARY OF THE COMPANY IN WRITING OF
REVOCATION OF THE PROXY, BY FILING A DULY EXECUTED PROXY BEARING A LATER DATE OR
BY ATTENDING THE MEETING AND VOTING IN PERSON.
