SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF
THE SECURITIES EXCHANGE ACT OF 1934
[AMENDMENT NO. _____________]
Filed by the Registrant X
Filed by a Party other than the Registrant
Check the appropriate box:
Preliminary Proxy Statement
X Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material
AMBANC CORP.
(Name of Registrant)
(Name of Person(s) Filing Proxy Statement)
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(j)(2).
$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:*
4) Proposed maximum aggregate value of transaction:
* Set forth the amount on which the filing fee is
calculated and state how it was determined.
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:
AMBANC CORP.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 21, 1995
The Annual Meeting of Shareholders of AMBANC Corp.
(the "Corporation") will be held in the Fort Sackville
II room of the Isaac K. Beckes Student Union at
Vincennes University, 3rd and College Streets,
Vincennes, Indiana, on Friday, April 21, 1995, at 10:30
a.m., Vincennes time, for the following purposes:
1. To elect four Directors to hold office until
the 1998 Annual Meeting of Shareholders and
until their successors are elected and have
qualified, and to elect one Director to hold
office until the 1996 Annual Meeting of
Shareholders and until his successor is
elected and has qualified.
2. To transact such other business as may
properly come before the Annual Meeting.
Holders of Common Shares of record at the close of
business on March 14, 1995, are entitled to notice of
and to vote at the Annual Meeting.
SHAREHOLDERS ARE INVITED TO ATTEND THE MEETING IN
PERSON. ALL SHAREHOLDERS, EVEN IF THEY PLAN TO ATTEND
THE MEETING, ARE REQUESTED TO COMPLETE, SIGN AND DATE
THE ACCOMPANYING PROXY AND RETURN IT PROMPTLY IN THE
ENCLOSED ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED
IN THE UNITED STATES.
BY ORDER OF THE BOARD
OF DIRECTORS
RICHARD E. WELLING
SECRETARY
MARCH 30, 1995
VINCENNES, INDIANA
(ANNUAL REPORT ENCLOSED)
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS OF
AMBANC CORP.
APRIL 21, 1995
This Proxy Statement is being furnished to
shareholders on or about March 30, 1995, in connection
with the solicitation by the Board of Directors of
AMBANC Corp. (the "Corporation"), 302 Main Street,
Vincennes, Indiana 47591, of proxies to be voted at the
Annual Meeting of Shareholders to be held at
10:30 a.m., Vincennes time, on April 21, 1995, in the
Fort Sackville II room of the Isaac K. Beckes Student
Union at Vincennes University, 3rd and College Streets,
Vincennes, Indiana. The Corporation is the parent
holding company for The American National Bank of
Vincennes, Citizens' National Bank of Linton, Farmers'
State Bank of Palestine and Bank of Casey (referred to
collectively herein as the "Banks").
At the close of business on March 14, 1995, the
record date for the Annual Meeting, there were
2,372,555 Common Shares outstanding and entitled to
vote at the Annual Meeting. On all matters, including
the election of Directors, each shareholder will have
one vote for each share held.
If the enclosed form of proxy is executed and
returned, it may nevertheless be revoked at any time
insofar as it has not been exercised. The proxy may be
revoked by either (a) filing with the Secretary (or
other officer or agent of the Corporation authorized to
tabulate votes) (i) an instrument revoking the proxy or
(ii) a subsequently dated proxy, or (b) attending the
Annual Meeting and voting in person. Unless revoked,
the proxy will be voted at the Annual Meeting in
accordance with the instructions of the shareholder as
indicated on the proxy. If no instructions are given,
the shares will be voted as recommended by the
Directors.
<PAGE>
ELECTION OF DIRECTORS
NOMINEES
The following information is provided for the
nominees for election to the Corporation's Board of
Directors at the Annual Meeting and for the Directors
of the Corporation whose terms continue after the
Annual Meeting. The Board of Directors of the
Corporation consists of thirteen members. Robert E.
Seed, President of Bank of Casey, joined the Board of
Directors in 1994 subsequent to the Corporation's
acquisition of Bank of Casey. Twelve of the Directors
are divided into three classes of equal size with the
term of one class expiring each year. Generally, the
members of each class serve until the annual meeting of
the shareholders held in the year that is three years
after the Directors' election and thereafter until such
Directors' successors are elected and have qualified.
One of the Directors, Richard H. Schaffer, serves
for a one-year term and until his successor is elected
and has qualified. Mr. Schaffer has served as a
Director of the Corporation or The American National
Bank of Vincennes since 1967. The Corporation's Bylaws
provide that a Director shall resign from the Board no
later than the thirty-first of December of the year in
which the Director's 70th birthday occurs. Mr.
Schaffer reached the age of 70 in 1991. Because of his
exemplary service on the Boards of the Corporation and
The American National Bank over the years, the Board of
Directors, believing it to be in the best interests of
the Corporation to have Mr. Schaffer continue to serve
on the Board, has unanimously requested in each year
since 1991 that Mr. Schaffer continue as a member of
the Board of Directors for a one-year term. Again this
year, the Board has requested that Mr. Schaffer serve
on the Board for a one-year term. Mr. Schaffer has
agreed to serve a one-year term, if he is elected for
the one-year term at the 1995 Annual Meeting.
The terms of the current Directors expire as
follows: 1995 -- Messrs. Schaffer, Seed, Stachura,
Summers and Watson; 1996 -- Messrs. Apple, Green,
Helmling and Landrith; and 1997 -- Messrs. Brocksmith,
Hippensteel, Niehaus, and Wright. Robert E. Seed, John
A. Stachura, Jr., Phillip M. Summers and Robert G.
Watson have been nominated for re-election at the
Annual Meeting, each to hold office until the 1998
Annual Meeting of Shareholders and until each of their
successors is elected and has qualified. In addition,
as explained above, the Board has nominated Richard H.
Schaffer for election to a one-year term and until his
successor is elected and has qualified. Each Director
will be elected by a plurality of the votes cast in the
election.
It is the intention of the persons named in the
accompanying form of proxy to vote such proxy in favor
of the election to the Board of Directors: (a) for a
three-year term, Robert E. Seed, John A. Stachura, Jr.,
Phillip M. Summers and Robert G. Watson, and (b) for a
one-year term, Richard H. Schaffer. Each such person
has indicated that he will accept nomination and
election as a Director. If, however, any such person
is unable or unwilling to accept nomination or
election, it is the intention of the Board of Directors
to nominate such other person as Director as it may in
its discretion determine, in which event the shares
subject to the proxy will be voted for that person.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS
VOTE FOR THE FIVE NOMINEES IDENTIFIED ABOVE. (ITEM 1 ON
THE PROXY).
The following table presents certain information
regarding the Directors of the Corporation, including
the five nominees proposed by the Board of Directors
for election at the Annual Meeting. Unless otherwise
indicated in a footnote, the principal occupation of
each Director has been the same for the last five years
and such Director possesses sole voting and investment
powers with respect to the shares indicated as
beneficially owned by such Director. Unless specified
otherwise, a Director is deemed to share voting and
investment powers over shares indicated as held by a
spouse, children or other family members residing with
the Director. Of the Directors, only Messrs. Landrith,
Schaffer, and Watson, who beneficially own
approximately 1.6 percent, 2.2 percent, and 1.0 percent
of the Corporation's Common Shares, respectively,
beneficially own more than 1.0 percent of the
Corporation's Common Shares. The Corporation's
management knows of no person, including any group, who
owns more than five percent of the Corporation's Common
Stock. A total of 205,286 of the Corporation's Common
Shares, representing 8.6 percent, are beneficially
owned by the Directors and executive officers of the
Corporation.
<PAGE>
<TABLE>
<CAPTION>
Shares
Name, Age, and Beneficially
Present Principal Director Owned on
Occupation Since 1 January 1, 1995
<S> <C> <C>
GLEN G. APPLE 1982 4,780 2
63
Farmer
PAUL E. BROCKSMITH 1979 5,354 4
67
Retired3
ROBERT D. GREEN 1978 15,072 6
50
President of R.D.
Services, Inc. (health care)5
ROLLAND L. HELMLING 1986 4,438 7
43
President and Director of
Harold's Supermarkets, Inc.,
Helmling Realty Corp., and
Andretti-Helmling Automotive
Corp. (retail auto parts)
GERRY M. HIPPENSTEEL, M.D. 1984 2,170
48
Physician
OWEN M. LANDRITH 1993 37,188 9
68
Chairman of the Board of
Farmers' State Bank of
Palestine8
BERNARD G. NIEHAUS 1977 5,800
57
President and Director,
Niehaus Lumber Co., Inc.
(building materials)
RICHARD H. SCHAFFER** 1967 52,653 10
73
Retired
<PAGE>
ROBERT E. SEED* 1994 14,139 11
60
President, Bank of Casey
JOHN A. STACHURA, JR.* 1988 17,286 13
46
Superintendent, Solar Sources
Underground, LLC (coal mining) 12
PHILLIP M. SUMMERS* 1982 2,259 14
55
President,
Vincennes University
ROBERT G. WATSON* 1982 24,461 15
59
Chairman of the Board,
President and Chief
Executive Officer of the
Corporation and The American
National Bank
HOWARD R. WRIGHT 1973 7,120 17
66
Retired 16
All Directors and all 205,286 18
executive officers as a group
consisting of 20 persons
<FN>
*Nominee for three-year term
** Nominee for a one-year term
1. Includes service as a Director of The American
National Bank prior to the adoption of the holding
company structure in 1982.
2. Includes 900 shares owned by Mr. Apple's wife.
3. Prior to his retirement in 1993, Mr. Brocksmith
was a veterinarian and farmer.
4. Includes 2,080 shares jointly owned by
Mr. Brocksmith and his wife; 1,140 shares jointly
owned by Mr. Brocksmith and his daughter; and 610
shares owned by a company controlled by
Mr. Brocksmith and his son.
5. Prior to becoming President of R.D. Services, Inc.
in 1993, Mr. Green served as President of Green
Construction of Indiana, Inc.
<PAGE>
6. Includes 2,630 shares jointly owned by Mr. Green
and his wife, and 2,822 shares owned by
Mr. Green's wife.
7. Includes 591 shares jointly owned by Mr. Helmling
and his wife, and 765 shares held by Mr. Helmling
as custodian for his three daughters.
8. Prior to his resignation on December 31, 1994,
Mr. Landrith had served as President and Trust
Officer of Farmers' State Bank of Palestine.
9. Includes 17,739 shares jointly owned by Mr.
Landrith and his wife.
10. Includes 26,000 shares held by the Richard H.
Schaffer Trust, for which Mr. Schaffer serves as
trustee; 24,000 shares held by the Glenn H.
Schaffer Trust, for which Mr. Schaffer serves as
co-trustee; and 2,653 shares held in trusts for
Mr. Schaffer's grandchildren and for which Mr.
Schaffer serves as trustee.
11. Includes 1,356 shares owned by Mr. Seed's wife.
12. Mr. Stachura has served as a Superintendent for
Solar Sources Underground, LLC since 1992. During
1991, he served as Superintendent for Black Beauty
Underground, Inc., and prior to 1991, he served as
a Superintendent for Underground Coal, Inc.
13. Includes 15,964 shares jointly owned by Mr.
Stachura and his wife, and 304 shares owned by Mr.
Stachura's wife.
14. Includes 1,659 shares jointly owned by Mr. Summers
and his wife.
15. Includes 18,000 shares that Mr. Watson may acquire
upon the exercise of stock options.
16. Prior to 1992, Mr. Wright served as a consultant
for Cargill, Inc., and prior to 1989, Mr. Wright
was President of Baltic Mills, Inc.
17. Includes 1,610 shares owned by Mr. Wright's wife,
and 4,000 shares held in the Wright Family Trust
for which Mr. Wright serves as trustee.
18. Includes 108,932 shares owned by or with spouses
and others. Also includes 18,000 shares that
Mr. Watson may acquire upon the exercise of stock
options and 6,000 shares that Mr. Raymond Mott,
Senior Vice President of The American National
Bank, may acquire upon exercise of stock options.
</FN>
</TABLE>
COMMITTEES AND ATTENDANCE
The Board of Directors of the Corporation held
eight meetings during 1994. The Board of Directors of
the Corporation has an Executive Committee and an
Examining Committee. The Executive Committee reviews
on a monthly basis the overall operation and planning
for the Corporation and the Banks. The duties and
responsibilities of the Executive Committee include
strategic planning; capital structure, capital
Financing and mergers and acquisitions; nominations and
shareholder relation matters; bank holding company
regulatory compliance; compensation; and legal matters.
The members of the Executive Committee are Paul E.
Brocksmith, Robert D. Green, Bernard G. Niehaus,
Richard H. Schaffer, and Howard R. Wright. Robert G.
Watson serves as an ex-officio member. Mr. Watson does
not receive any additional compensation for service on
the Executive Committee and does not participate in any
discussions or decisions relating to executive
compensation. The Executive Committee met twelve times
in 1994.
The Examining Committee is responsible for
establishing suitable audits and examinations of the
affairs of the Corporation and the Banks by the
internal audit staff and a qualified independent
accounting firm. The members of the Examining
Committee are Robert D. Green, Rolland L. Helmling,
Gerry M. Hippensteel, and John A. Stachura, Jr. The
Examining Committee met five times during 1994. The
Board of Directors of the Corporation does not have a
nominating committee or a compensation committee;
instead, these functions are performed by the Executive
Committee.
COMPENSATION OF DIRECTORS
Each Director of the Corporation, including
Directors who are salaried officers or employees of the
Corporation or the Banks, receives $2,500 per year for
service on the Corporation's Board of Directors. Each
Director who is a member of the Executive Committee of
the Corporation's Board of Directors, other than
Directors who are officers of the Corporation, receives
an additional $2,400 per year for service on the
Executive Committee. Directors of the Corporation,
other than officers of the Corporation, also receive
$200 per committee meeting attended. Mr. Apple also
serves on the Boards of Directors of two of the Banks
and each of the Corporation's other Directors, except
for Mr. Schaffer, serves on the Board of Directors of
one of the Banks. The Banks pay the Directors annual
Director fees in amounts that range from $3,600 to
$6,000.
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth certain summary
information regarding the compensation paid by the
Corporation or its subsidiaries to or on behalf of the
Corporation's Chief Executive Officer for services
rendered during each of the last three fiscal years:
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
<PAGE>
Annual Compensation Name and
Principal
Position<PAGE>
Year<PAGE>
Salary ($)<PAGE>
Bonus ($)<PAGE>
All Other
Compensation<PAGE>
<S>
Robert G. Watson,
President and
Chief Executive
Officer<PAGE>
<C>
1994
1993
1992<PAGE>
<C>
$215,000
$147,000
$140,000<PAGE>
<C>
$50,000
$40,000
$40,000<PAGE>
<C>
$24,396 1
$25,725
$26,497 <FN>
1. Consists of contributions in the amount of $17,096
made on behalf of Mr. Watson under the AMBANC
Retirement and Savings Plan and Director fees in
the amount of $7,300.
</FN>
</TABLE>
EMPLOYMENT AGREEMENT
In 1985, the Corporation and Robert G. Watson, who
is Chairman of the Board, President and Chief Executive
Officer and a Director of the Corporation and The
American National Bank, entered into an employment
agreement that becomes operative only upon a Change in
Control of the Corporation or The American National
Bank as defined by the agreement. A Change in Control
is deemed to have occurred for purposes of the
agreement if, following a tender offer, merger,
consolidation, sale of assets, or contested election of
Directors, the persons who previously were Directors no
longer constitute a majority. Under this agreement,
the Corporation agrees to employ Mr. Watson in his
current capacity for specified compensation (but in no
event for less than $10,000 per month) and benefits for
a period of three years commencing on the date the
agreement becomes operative. Following a Change of
Control, should the Corporation terminate the
employment of Mr. Watson for reasons other than cause,
death, or disability or should Mr. Watson resign as a
result of a diminishment of his status, functions,
duties, or responsibilities, the employment agreement
provides for various severance benefits to be paid to
Mr. Watson on a monthly basis over the balance of the
three-year employment period. These benefits include
monthly payments equal to one-twelfth of Mr. Watson's
annual base salary at its highest rate during the
twelve months preceding his termination date, the
continuation of his participation under all incentive
and employee welfare benefit plans, and a pension
supplement compensating Mr. Watson for any reduction in
pension benefits caused by the premature termination.
The monthly payments that would have been paid to
Mr. Watson over the next three years if a Change in
Control and termination of Mr. Watson's employment had
occurred on December 31, 1994, would have totalled in
the aggregate $696,288.
SUPPLEMENTAL RETIREMENT BENEFITS AGREEMENT
On June 20, 1989, the Corporation and The American
National Bank entered into a Supplemental Retirement
Benefits Agreement (the "Agreement") with Mr. Watson.
The Agreement provides for the future payment to
Mr. Watson of retirement benefits in the event his
employment with both the Corporation and The American
National Bank is terminated for any reason other than
because of his death. The retirement benefit payable
to Mr. Watson under the Agreement is a monthly annuity
payable for his lifetime or for 120 months, whichever
is longer, in an amount computed by multiplying $33.60
by the number of months Mr. Watson is employed by
either the Corporation or The American National Bank
between December 31, 1987, and April 1, 2000 (the "Base
Amount"). If payment of the monthly annuity begins
prior to May 1, 2000, the monthly amount payable is
reduced by .00556 of the Base Amount for each month, up
to a maximum of 60 months, by which the payments begin
prior to May 1, 2000, and is further reduced by .00278
of the Base Amount for each month, if any, by which the
payments begin prior to May 1, 1995. If Mr. Watson's
employment with the Corporation had terminated on
December 31, 1994, the monthly amount that Mr. Watson
would have been entitled to receive commencing on or
after May 1, 2000, would have been $2,822. Mr. Watson
has the option under the Agreement to select other
actuarially equivalent forms of payment of such
retirement benefits. At a meeting held on February 16,
1995, the members of the Executive Committee who are
not officers of the Corporation reviewed Mr. Watson's
compensation. In view of Mr. Watson's contributions to
the growth and the profitability of the Corporation,
they decided to recommend to the Corporation's Board of
Directors that the Agreement be amended to increase the
amount of benefits payable to Mr. Watson. If the
increase had been adopted and if Mr. Watson's
employment with the Corporation had terminated on
December 31, 1994, Mr. Watson would have been entitled
to receive commencing on or after May 1, 2000, an
additional $1,635 per month as a result of the
increase. The Corporation's Board of Directors has
considered and approved the recommendation of the
Executive Committee.
AGGREGATED OPTION/SAR EXERCISES IN
LAST FISCAL YEAR AND FISCAL YEAR-END
OPTION/SAR VALUES
The following table sets forth information with
respect to options and stock appreciation rights
("SARs") that have been granted to Mr. Watson pursuant
to the Corporation's Nonqualified Stock Option Plan,
which expired during 1993. There were no exercises of
options or SARs by Mr. Watson during 1994.
<TABLE>
<CAPTION>
<PAGE>
Number of Unexercised
Options/SARs at Fiscal
Year-End (#)<PAGE>
Value of Unexercised
In-the-Money Options/SARs
at Fiscal Year-End ($)<PAGE>
Name Exercisable/Unexercisable Exercisable/Unexercisable <S>
Robert G. Watson<PAGE>
<C>
18,000 options 1<PAGE>
<C>
$198,000 2<PAGE>
18,000 SARs 1 $99,000 2<FN>
1. In 1988 Mr. Watson was granted options to purchase
18,000 Common Shares at an exercise price of $20.00
per share and in 1989 he was granted 18,000 SARs at
a base price of $20.00 each. All of the options
and SARs are exercisable. Each SAR entitles Mr.
Watson to 50 percent of the appreciation in the
value of one Common Share over the base price of
the SAR at the time of exercise.
2. Represents the difference between the last trade
price of the Corporation's Common Shares as
reported on NASDAQ on December 30, 1994, and the
exercise price of the options and the base price of
the SARs, respectively.
<PAGE>
</FN>
</TABLE>
REPORT ON EXECUTIVE COMPENSATION
The members of the Executive Committee who are
non-employee members of the Board of Directors (the
"Committee") have responsibility for the Corporation's
compensation policies and practices. The Committee
recommends compensation amounts for executive officers
of the Corporation to the Board of Directors for final
approval.
Under rules established by the Securities and
Exchange Commission (the "SEC"), the Corporation is
required to provide certain data and information with
regard to the compensation and benefits provided to the
Corporation's Chief Executive Officer. Mr. Robert G.
Watson serves as the Chief Executive Officer and
President of AMBANC Corp. and its subsidiary, The
American National Bank of Vincennes. In fulfillment of
its SEC disclosure requirements, the Committee has
provided the following report for inclusion in this
Proxy Statement.
COMPENSATION POLICY
The goal of the Corporation's executive
compensation policy is to ensure that an appropriate
relationship exists between executive pay and
performance, while at the same time providing
compensation that will attract and retain superior
talent. More specifically, the executive compensation
program of the Corporation has been designed to:
Support a pay for performance policy that varies
compensation amounts based on corporation,
subsidiary and individual performance;
Motivate executive officers to achieve strategic
business goals and reward them for their
achievement; and
Provide compensation opportunities that are
comparable to those offered by other high
performing peer companies, thus allowing the
Corporation to compete for and retain talented
executives who are critical to the Corporation's
long-term success.
<PAGE>
At present, the executive compensation program is
composed of salary, potential annual cash incentives,
and other benefits typically offered to executives of
similar companies. As an executive's level of
responsibility increases, a greater portion of his
potential total compensation opportunity is based on
performance incentives, causing greater variability in
the individual's total compensation level from year-to-
year. The Committee considers a number of criteria and
factors in determining compensation, as discussed
below, but the Committee has not assigned any specific
weights to those criteria and factors.
SALARIES
Base salaries for executive officers generally are
determined based on consideration of competitive salary
data provided by outside consultants using relevant
survey data for financial institutions, internal
comparability considerations, and individual
performance. Base salaries are not automatically
adjusted each year.
In October 1994, the Corporation's Board of
Directors held a strategic planning meeting at which
the Board reviewed and discussed in detail the
Corporation's performance and the contributions of the
Corporation's employees, including those of Mr. Watson,
the Corporation's Chief Executive Officer. In light of
the determinations made by the Board, the Committee
undertook a comprehensive review of the compensation
received by the Chief Executive Officer. The Chairman
of the Committee, together with the Corporation's
financial, accounting and legal advisors and after
reviewing a number of compensation surveys and other
data, prepared a report on the compensation received by
chief executive officers of bank holding companies
located in the Midwest and comparable to the
Corporation in asset and deposit size, rate of growth,
profitability, and other factors. The Committee
reviewed the report and, at a special meeting held on
February 16, 1995, recommended an adjustment in
Mr. Watson's base salary for 1994 from $160,000 to
$215,000. The adjustment is designed to compensate
Mr. Watson not only for his service and performance in
1994 but also to recognize his contributions to the
growth and profitability of the Corporation since his
assumption of leadership in 1982. The Board of
Directors has approved the Committee's recommendations
with respect to Mr. Watson's compensation.
BONUS AWARDS
Bonuses were awarded to executive officers on the
basis of an assessment of the following factors:
The Corporation's performance as reflected by
acquisition activity, growth, return on assets,
return on equity and total return to the
shareholders as reflected in the shareholder
return performance graph appearing on page 11 of
this Proxy Statement;
The performance of the executive, along with
relevant business unit or subsidiary performance;
and
A review of competitive data on incentive
compensation for peer companies provided by
outside consultants.
Based on an evaluation of these factors and the factors
discussed in the preceding paragraph with respect to
Mr. Watson's base salary, the Committee recommended
that Mr. Watson's bonus for 1994 be $50,000.
LONG-TERM INCENTIVES
In 1988 the Corporation's shareholders approved
the adoption of a Stock Option Plan having a five-year
term. Stock options were granted to Mr. Watson and
another executive officer in 1988 and stock
appreciation rights ("SARs") were granted to Mr. Watson
and another executive officer in 1989. No other grants
were made pursuant to the Stock Option Plan prior to
its expiration in April 1993. If, in the future, the
Committee determines that incentives in the form of
stock options, SARs or other awards would be in the
Corporation's best interest, the Committee may seek
corporate and shareholder approval of an appropriate
long-term incentive plan.
1993 TAX ACT COMPENSATION LIMITS
In August 1993 the Internal Revenue Code of 1986
was amended to limit, unless certain conditions are
satisfied, to $1 million the deduction that a publicly
held corporation may take with respect to the
compensation paid to certain highly paid executive
officers. The Committee has not taken any action to
recommend changes in the Corporation's compensation
policies in response to this change in the
deductibility cap because the base salaries and
incentive bonuses awarded to the Corporation's
executives are substantially less than the cap amount.
SUBMITTED BY THE MEMBERS OF THE EXECUTIVE COMMITTEE WHO
RECOMMEND EXECUTIVE COMPENSATION:
Howard R. Wright, Chairman Bernard G. Niehaus
Paul E. Brocksmith Richard H. Schaffer
Robert D. Green
STOCK PERFORMANCE GRAPH
The SEC requires the Corporation to include in
this proxy statement a line-graph presentation
comparing the Corporation's cumulative, five-year
shareholder returns with market and industry returns.
The following graph compares the performance of the
Corporation's Common Shares with the performance of the
NASDAQ Stock Market (U.S. Companies) and NASDAQ Bank
Stocks.
<TABLE>
<CAPTION>
AMBANC Corp.
Support for Market Performance
Graphed 12-31-89 through 12-31-94
<S> <C> <C> <C> <C> <C> <C>
12/31/89 12/31/90 12/31/91 12/31/92 12/31/93 12/31/94
TOTAL NASDAQ
Per CRSP 134.965 114.609 183.926 214.026 244.196 238.775
Divided by Base
(134.965) X 100 100.000 84.918 136.277 158.579 180.933
176.916
NASDAQ BANK STOCKS
Per CRSP 120.899 88.537 145.282 211.415 240.993 240.217
Divided by Base
(120.899) X 100 100.000 73.232 120.168 174.869 199.334
198.692
AMBANC CORP.
Per Attached
Schedule 100.000 90.966 99.909 179.378 212.636 184.157
</TABLE>
CERTAIN TRANSACTIONS
The Corporation, through the Banks, has had, and
expects to have in the future, banking transactions in
the ordinary course of its business with Directors and
officers of the Corporation and their associates.
These transactions have been made on substantially the
same terms, including interest rates, collateral and
repayment terms on extensions of credit, as those
prevailing at the same time for comparable transactions
with others and did not involve more than the normal
risk of collectibility or present other unfavorable
features.
APPOINTMENT OF AUDITORS
Crowe, Chizek & Company ("Crowe Chizek") served as
auditors for the Corporation and the Banks in 1994. A
representative from Crowe Chizek is expected to be
present at the Annual Meeting and will have the
opportunity to make a statement if he desires to do so
and will be available to respond to appropriate
questions. Effective with the conclusion of the 1994
audit, the Corporation's Board of Directors, as
recommended by the Examining Committee, dismissed Crowe
Chizek as the auditors for the Corporation. The
reports of Crowe Chizek on the Corporation's financial
statements for the past two fiscal years did not
contain an adverse opinion or a disclaimer of opinion
and were not qualified or modified as to uncertainty,
audit scope, or accounting principles. In connection
with the audits the Corporation's financial statement
for the 1993 and 1994 fiscal years, there were no
disagreements with Crowe Chizek on any matters of
accounting principles or practices, financial statement
disclosure, or auditing scope or procedure which, if
not resolved to the satisfaction of Crowe Chizek, would
have caused Crowe Chizek to make reference to the
matter in their report. Deloitte & Touche LLP was
named to succeed Crowe Chizek as the Corporation's
auditors for the year ending December 31, 1995.
OTHER MATTERS
The Board of Directors knows of no matters, other
than those matters reported above, that are to be
brought before the meeting. However, if other matters
properly come before the meeting, it is the intention
of the persons named in the enclosed form of proxy to
vote such proxy in accordance with their judgment on
such matters.
<PAGE>
EXPENSES
All expenses in connection with this solicitation
of proxies will be borne by the Corporation.
SHAREHOLDER PROPOSALS FOR 1996 ANNUAL MEETING
A shareholder desiring to submit a proposal for
inclusion in the Corporation's proxy statement for the
1996 Annual Meeting of Shareholders must deliver the
proposal so that it is received by the Corporation no
later than November 30, 1995. Proposals should be sent
to Secretary, AMBANC Corp., P.O. Box 556, Vincennes,
Indiana 47591-0556, and mailed by certified mail,
return receipt requested.
THE CORPORATION WILL PROVIDE WITHOUT CHARGE TO
EACH SHAREHOLDER, ON WRITTEN REQUEST, A COPY OF THE
CORPORATION'S ANNUAL REPORT ON FORM 10-K FOR 1994,
INCLUDING THE FINANCIAL STATEMENTS THERETO BUT OMITTING
EXHIBITS. REQUESTS SHOULD BE ADDRESSED TO DENNIS M.
FLACK, INVESTOR RELATIONS, AMBANC CORP., P.O. BOX 556,
VINCENNES, INDIANA 47591-0556.
<PAGE>
PROXY
THIS PROXY IS SOLICITED ON BEHALF
OF THE BOARD OF DIRECTORS FOR THE
1995 ANNUAL MEETING OF SHAREHOLDERS OF AMBANC CORP.
I hereby appoint Bruce A. Smith and Gregory W.
Sturm, and each of them, my proxies, with power of
substitution and revocation, to vote all shares of
stock of AMBANC Corp. (the "Corporation") that I am
entitled to vote at the Annual Meeting of Shareholders
to be held in the Ford Sackville II room of the Isaac
K. Bechet Student Union at Vincennes University,
Vincennes, Indiana, on Friday, April 21, 1995, at 10:30
a.m., Vincennes time, and any adjournments thereof, as
provided herein:
1. ELECTION OF DIRECTORS
FOR all nominees listed below to serve the
terms as set forth in the Proxy Statement
dated March 30, 1995 (except as marked to the
contrary below--see "Instruction"):
(a) to serve until the 1998 Annual Meeting
of Shareholders:
Robert E. Seed John A. Stachura, Jr.
Phillip M. Summers Robert G. Watson
(b) to serve until the 1996 Annual Meeting
of Shareholders:
Richard H. Schaffer
WITHHOLD AUTHORITY to vote for all nominees
listed above
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR
ANY NOMINEE, WRITE THAT NOMINEE'S NAME IN THE
SPACE PROVIDED BELOW.)
(To Be Completed on Reverse Side)
<PAGE>
2. In their discretion, the proxies are
authorized to vote upon such other business
as may properly come before the meeting.
THIS PROXY WILL BE VOTED AS SPECIFIED. IN THE
ABSENCE OF SPECIFICATIONS, THIS PROXY WILL BE VOTED FOR
ITEM 1. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
ITEM 1.
SHAREHOLDERS SHOULD MARK, SIGN AND DATE THIS PROXY
AND RETURN IT PROMPTLY IN THE ENCLOSED POST-PAID
ENVELOPE. THIS PROXY MAY BE REVOKED AT ANY TIME PRIOR
TO ITS EXERCISE.
Dated:
Signature or Signatures
(Please sign exactly as
your name appears on this
proxy. If shares are
issued in the name of two
or more persons, all such
persons should sign.
Trustees, executors and
others signing in a
representative capacity
should indicate the
capacity in which they
sign.)
