<PAGE> 1
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:
<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 sec.240.14a-11(c) or sec.240.14a-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), or 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:
----------------------------------------------------------------------
/ / 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:
----------------------------------------------------------------------
<PAGE> 2
April 1, 1996
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 15, 1996 at 9:00 a.m.
At the Meeting, shareholders will be asked to elect directors for the ensuing
year and ratify the appointment of McGladrey & Pullen, LLP as American Bancorp
of Nevada's independent certified public accountants for 1996. Information
regarding the nominees for election of directors 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 and "for" ratification of the independent certified
public accountants.
James V. Bradham
President & Chief Executive Officer
<PAGE> 3
AMERICAN BANCORP OF NEVADA
4425 SPRING MOUNTAIN ROAD
LAS VEGAS, NEVADA 89102
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
APRIL 15, 1996
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 15,
1996 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 1997 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. APPOINTMENT OF AUDITORS. To ratify the appointment of McGladrey &
Pullen, LLP as the Company's independent certified public accountants
for 1996.
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 21, 1996 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:
<PAGE> 4
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
April 1, 1996 Edward D. Smith, Secretary
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.
2
<PAGE> 5
AMERICAN BANCORP OF NEVADA
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
APRIL 15, 1996
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of
Proxies for use at the 1996 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 15, 1996 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 1, 1996 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 AND "FOR"
RATIFICATION OF MCGLADREY & PULLEN, LLP AS THE COMPANY'S INDEPENDENT CERTIFIED
PUBLIC ACCOUNTANTS FOR 1996. 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
<PAGE> 6
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 3,216,469 shares of the Company's common
stock ("Common Stock") on March 21, 1996, which has been fixed as the record
date for the purpose of determining 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, 1996, 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 named 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, 1996. 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.
2
<PAGE> 7
<TABLE>
<CAPTION>
Amount and Nature of Percent
Beneficial Owner Beneficial Ownership of Class(1)
- ---------------- -------------------- -----------
<S> <C> <C>
Directors and Named Executive Officers:
- --------------------------------------
Keith Ashworth 53,078(2)(3) 1.6%
James V. Bradham 107,045(4) 3.3%
Vern J. Christensen 63,499(2)(5) 2.0%
Elias F. Ghanem, M.D. 61,833(2)(6) 1.9%
Nasser F. Ghanem 215,240(2)(7) 6.7%
Joel A. Laub 13,299(2)(8) *
Betty Lou Lehman 298,544(2)(9) 9.3%
Darrell A. Luery 6,333(10) *
Edward D. Smith 86,869(2) 2.7%
Claudine B. Williams 350,710(2)(11) 10.9%
Patricia L. Kirkwood 9,166(12) *
Robert E. Olson 48,193(13) 1.5%
Robert J. Sistek 9,348(14) *
James E. Zurbriggen 43,862(15) 1.4%
All Directors and Named Officers
as a Group (numbering 14) 1,367,019 41.4%
</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, 1996. 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 7,933 shares acquirable by exercise of stock options.
(3) Mr. Ashworth has shared voting and investment powers as to 45,145 of
these shares.
(4) Mr. Bradham has shared voting and investment powers as to 942 of these
shares and has 2,600 shares acquirable by exercise of stock options.
(5) Mr. Christensen has shared voting and investment powers as to 18,197
of these shares.
(6) Dr. E. Ghanem has shared voting and investment powers as to 45,732 of
these shares.
(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 5,366 of these
shares.
(9) Ms. Lehman has shared voting and investment powers as to 267,654 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 5,333 of these
shares and has 1,000 shares acquirable by exercise of stock options.
(Footnotes continued on following page.)
3
<PAGE> 8
(11) Ms. Williams has shared voting and investment powers as to 342,777 of
these shares. Ms. Williams' address is c/o American Bancorp of
Nevada, 4425 Spring Mountain Road, Las Vegas, Nevada 89102.
(12) Ms. Kirkwood has shared voting and investment powers as to 34 of these
shares and has 3,082 shares acquirable by exercise of stock options.
(13) Mr. Olson has shared voting and investment powers as to 45,843 of
these shares and has 2,350 shares acquirable by exercise of stock
options.
(14) Mr. Sistek has 6,682 shares acquirable by exercise of stock options.
(15) Mr. Zurbriggen has 2,350 shares acquirable by 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 1995 its
officers, directors and more than ten-percent shareholders complied with all
filing requirements applicable to them, other than Mr. Bradham who filed a late
Form 4 in June 1995.
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 1997 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.
4
<PAGE> 9
The following table sets forth as of March 1, 1996, 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 71 1982 Executive Assistant to the Chief Executive
Vice Chairman Officer, and Director of Community Affairs, of
Nevada Power Co.
James V. Bradham 55 1982 President and Chief Executive Officer of the
President and Company and the Bank.
Chief Executive Officer
Vern J. Christensen 71 1982 Director and President of Nevada Recycling, Inc.
and President of Quality Towing, Inc.
Elias F. Ghanem, M.D. 56 1982 Physician and Chief Executive Officer of Prime
Health Group of Companies.
Nasser F. Ghanem 53 1982 President of Empire Travel & Tours and private
investor.
Joel A. Laub 43 1993 President of Joel Laub & Associates, President
of Astoria Homes and Secretary/Treasurer of
Pageantry Homes.
Betty Lou Lehman 66 1989 Marriage and family therapist in private practice.
Darrell A. Luery 55 1994 President and Chief Operating Officer of Bally's
Grand, Inc.
Edward D. Smith 58 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 74 1982 Chairman of the Board of the Company and the
Chairman of the Board Bank. Chairman of the Board of Harrah's Las Vegas
and member of the Board of Directors of International
Gaming Technologies, Inc.
</TABLE>
5
<PAGE> 10
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 1997 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 officers(1) 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 1995. 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 1995, other than Dr. E. Ghanem who
missed two Board meetings in 1995.
There were no standing committees of the Company's Board. In 1995 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 1995. The Bank's
Compensation Committee did not meet in 1995.
COMPENSATION OF DIRECTORS
The directors of the Company do not receive compensation from the Company,
however during 1995, 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 1996, 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 1995.
Additionally, during 1995 each director, other than Mr. Bradham, received a
$10,000 retainer. In 1996, each director, other than Mr. Bradham will receive
a $10,000 retainer which will be paid semi-annually.
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 expired in
December, 1995. In December, 1992, each director of the Company, other than
Messrs. Bradham,
- -------------
(1) As 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.
6
<PAGE> 11
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. In April, 1995, each director of the Company received a stock
option under the Company's 1995 Stock Option Plan to acquire 4,000 shares of
Common Stock. The exercise price for these shares was $13.25 per share. The
options are for a term of five years expiring in April, 2000. The vesting of
the director options is 25% of the total option amount per year with the first
25% amount vesting in April, 1996. In December, 1995, each director of the
Company received an additional stock option under the Company's 1995 Stock
Option Plan to acquire 4,000 shares of Common Stock. The exercise price for
these shares was $13.50 per share. The options are for a term of five years
expiring in December, 2000. The vesting of the director options is 25% of the
total option amount per year with the first 25% amount vesting in December,
1996.
In April, 1995, each director of the Company also received 4,000 stock
appreciation rights under the Company's 1995 Stock Appreciation Rights Plan.
The value of the stock on the date of grant was $13.25 per share. The rights
are for a term of five years expiring in April, 2000. The vesting of the
rights is 25% of the total rights amount per year with the first 25% amount
vesting in April, 1996. In December, 1995, each director of the Company
received 4,000 additional stock appreciation rights under the Company's 1995
Stock Appreciation Rights Plan. The value of the stock on the date of grant
was $13.50 per share. The rights are for a term of five years expiring in
December, 2000. The vesting of the rights is 25% of the total rights amount
per year with the first 25% amount vesting in December, 1996.
EXECUTIVE OFFICERS
The following table sets forth as of March 1, 1996 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 74 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 71 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 55 President and Chief Executive Officer of the Company and the Bank.
Robert E. Olson 55 Treasurer of the Company and Executive Vice President and Chief
Financial Officer of the Bank.
</TABLE>
7
<PAGE> 12
<TABLE>
<CAPTION>
Position and Principal Occupation
Name Age For the Past Five Years
-------------------------- ----- -----------------------------------------------------------------------
<S> <C> <C>
Edward D. Smith 58 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 42 Executive Vice President and Cashier of the Bank. Previously served
as Senior Vice President and Cashier of the Bank.
Robert J. Sistek 55 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 44 Executive Vice President of the Bank.
</TABLE>
EXECUTIVE COMPENSATION
During 1995, the Company did not pay any cash compensation to its executive
officers and no such cash compensation is expected to be paid during 1996.
However, certain of the persons serving as the executive officers of the
Company are also employees of the Bank, and they received during 1995, and are
expected to receive in 1996, cash compensation in their capacities as executive
officers of the Bank.
8
<PAGE> 13
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 1995 $179,400 $62,790 0 0 8,000/8,000 0 $12,025
President/CEO, Director 1994 $179,400 $62,790 0 0 0/0 0 $11,209
1993 $170,900 $57,764 $35,591 0 2,000/0 0 $12,108
Patricia L. Kirkwood 1995 $77,000 $34,650 $35,376 0 6,000/6,000 0 $4,151
Executive Vice President 1994 $63,617 $7,200 0 0 0/0 0 $3,335
1993 $58,000 $5,800 0 0 1,000/0 0 $2,767
Robert E. Olson 1995 $94,200 $42,390 0 0 6,000/6,000 0 $8,709
Executive Vice President 1994 $94,200 $32,970 0 0 0/0 0 $7,710
1993 $89,700 $30,319 $28,018 0 2,000/0 0 $6,597
Robert J. Sistek 1995 $84,200 $37,890 0 0 6,000/6,000 0 $6,824
Executive Vice President 1994 $84,200 $29,470 0 0 0/0 0 $6,707
1993 $80,200 $27,108 $26,700 0 2,000/0 0 $2,951
James E. Zurbriggen 1995 $94,200 $42,390 0 0 6,000/6,000 0 $6,040
Executive Vice President 1994 $94,200 $32,970 0 0 0/0 0 $5,332
1993 $89,700 $30,319 $42,342 0 2,000/0 0 $6,438
</TABLE>
(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, Sistek and Zurbriggen for 1993 was $25,000, $25,000,
$26,200 and $35,000, respectively and the amount of the country club
membership for Ms. Kirkwood for 1995 was $29,788.
(2) This amount represents the Bank's contribution under the Bank's Profit
Sharing/401(k) Plan and the cost of premiums for life insurance.
9
<PAGE> 14
OPTION/SAR GRANTS TABLE
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Individual Grants
---------------------------------
(a) (b) (c) (d) (e)
---- ------------- ------------ ----------- -------------
% of Total
Options/SARs
Options/SARs Granted to Exercise or
Granted Employees in Base Price Expiration
Name (#) Fiscal Year ($/Share) Date
---- ------------- ------------ ----------- -------------
<S> <C> <C> <C> <C>
James V. Bradham 4,000 Options $13.25 April 2000
4,000 Options 15.5% Options $13.50 December 2000
5,333 SARs $ 9.94 January 2000
4,000 SARs 21.1% SARs $13.50 December 2000
Patricia L. Kirkwood 3,000 Options $13.25 April 2000
3,000 Options 11.6% Options $13.50 December 2000
4,000 SARs $ 9.94 January 2000
3,000 SARs 15.8% SARs $13.50 December 2000
Robert E. Olson 3,000 Options $13.25 April 2000
3,000 Options 11.6% Options $13.50 December 2000
4,000 SARs $ 9.94 January 2000
3,000 SARs 15.8% SARs $13.50 December 2000
Robert J. Sistek 3,000 Options $13.25 April 2000
3,000 Options 11.6% Options $13.50 December 2000
4,000 SAR $ 9.94 January 2000
3,000 SARs 15.8% SARs $13.50 December 2000
James Zurbriggen 3,000 Options $13.25 April 2000
3,000 Options 11.6% Options $13.50 December 2000
4,000 SARs $ 9.94 January 2000
3,000 SARs 15.8% SARs $13.50 December 2000
</TABLE>
10
<PAGE> 15
OPTION/SAR EXERCISES AND YEAR-END VALUE TABLE
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND YEAR-END OPTION/SAR
VALUE
<TABLE>
<CAPTION>
(a) (b) (c) (d) (e)
---- ------------------ -------------- -------------------- ------------------------
Value of
Number of Unexercised In-
Unexercised the-Money
Options/SARs at Options/SARs at
Year-End (#) Year-End ($)
Shares Acquired on Value Realized Exercisable/ Exercisable/
Name Exercise (#) ($) Unexercisable Unexercisable
---- ------------------ -------------- -------------------- ------------------------
<S> <C> <C> <C> <C>
James V. Bradham 0 $0 1,600/9,607 Options $20,576/$74,722 Options
0/9,333 SARs $0/$88,983 SARs
Patricia L. Kirkwood 1,333 $22,941 2,332/6,668 Options $35,825/$54,729 Options
0/7,000 SARs $0/$66,740 SARs
Robert E. Olson 2,000 $31,880 1,600/7,067 Options $20,576/$59,472 Options
0/7,000 SARs $0/$66,740 SARs
Robert J. Sistek 2,000 $31,720 6,932/8,401 Options $109,059/$81,608 Options
0/7,000 SARs $0/$66,740 SARs
James E. Zurbriggen 0 $0 1,600/7,067 Options $20,576/$59,472 Options
0/7,000 SARs $0/$66,740 SARs
</TABLE>
11
<PAGE> 16
PROPOSAL 2:
RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS
The firm of McGladrey & Pullen, LLP, Las Vegas, Nevada, served as independent
certified public accountants for the Company and the Bank through the year 1995
and has been selected to serve as the Company's independent certified public
accountants for the year 1996. All services rendered by McGladrey & Pullen,
LLP for 1995 were approved by the Board, which has determined the firm of
McGladrey & Pullen, LLP to be independent. It is expected that one or more
representatives of McGladrey & Pullen, LLP 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,
LLP 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, LLP as the Company's
independent certified public accountants for fiscal year 1996 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, LLP AS THE COMPANY'S INDEPENDENT CERTIFIED
PUBLIC ACCOUNTANTS FOR 1996.
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 1997 Annual Meeting of
Shareholders is December 15, 1996.
12
<PAGE> 17
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
Dated: April 1, 1996 Edward D. Smith
Secretary
A COPY OF THE COMPANY'S 1995 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.
13
<PAGE> 18
THIS PROXY IS SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS. The undersigned hereby
appoints Messrs. James V. Bradham and Robert
E. Olson as proxyholders, with full power
of substitution to represent, vote and act
PROXY with respect to all shares of common stock of
American Bancorp of Nevada (the "Company")
AMERICAN BANCORP OF NEVADA which the undersigned would be entitled to
vote at the meeting of shareholders to be held
on April 15, 1996 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.
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
[ ] 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. Ratification of the appointment of McGladrey & Pullen, LLP as the
Company's independent certified public accountants for 1996.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. Transaction of such other business as may properly come before the
meeting and any adjournment or adjournments thereof.
<PAGE> 19
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.
(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.)
[ ] 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)
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.
