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 Pursuant to Section 240.14a-
11(c) or Section 240.14a-12
AMBANC CORP.
(Name of Registrant as Specified in Its Charter)
AMBANC CORP.
(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). [PAID WHEN PRELIMINARY
MATERIALS WERE FILED]
__ $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:
<PAGE>
<PAGE>2
AMBANC CORP.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 19, 1996
The Annual Meeting of Shareholders of AMBANC Corp.
(the "Corporation") will be held in the Humanities
Shircliff Theater, located in the Humanities Building
on the Campus of Vincennes University, between Harrison
Street and College Avenue on Second Street, Vincennes,
Indiana, on Friday, April 19, 1996, at 10:30 a.m.,
Vincennes time, for the following purposes:
1. To elect five Directors to hold office until
the 1999 Annual Meeting of Shareholders and
until their successors are elected and have
qualified, and to elect two Directors to hold
office until the 1997 Annual Meeting of
Shareholders and until their successors are
elected and have qualified.
2. To consider and approve or disapprove the
amendment of the Corporation's Articles of
Incorporation to increase the number of
Common Shares, $10.00 par value per share, of
the Corporation that the Corporation is
authorized to issue from 5,000,000 to
10,000,000.
3. To consider and approve or disapprove the
AMBANC Corp. Director Stock Grant Plan
attached as Exhibit A to the accompanying
Proxy Statement.
4. 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 12, 1996, 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
<PAGE>
<PAGE>3
ENCLOSED ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED
IN THE UNITED STATES.
BY ORDER OF THE BOARD
OF DIRECTORS
RICHARD E. WELLING
SECRETARY
MARCH 25, 1996
VINCENNES, INDIANA
(ANNUAL REPORT ENCLOSED)<PAGE>
<PAGE>4
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS OF
AMBANC CORP.
APRIL 19, 1996
This Proxy Statement is being furnished to
shareholders on or about March 25, 1996, 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 19, 1996, in the
Humanities Shircliff Theater, located in the Humanities
Building on the Campus of Vincennes University, between
Harrison Street and College Avenue on Second Street,
Vincennes, Indiana. The Corporation is the parent
holding company for The American National Bank of
Vincennes, Citizens' National Bank of Linton, Bank of
Casey, and The First National Bank in Robinson
(referred to collectively herein as the "Banks").
At the close of business on March 12, 1996, the
record date for the Annual Meeting, there were
3,158,961 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>
<PAGE>5
PROPOSAL 1
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 currently consists of sixteen members.
Richard H. Schaffer, who has been serving one-year
terms at the request of the Board since his seventieth
birthday in 1991, will retire from the Board when his
term expires at the Annual Meeting, and as a result of
Mr. Schaffer's retirement, the Board will be reduced in
size from sixteen to fifteen members. Three new
members have joined the Board of Directors since the
Corporation's 1995 Annual Meeting. Christina M. Ernst,
who has served on the Board of The American National
Bank of Vincennes ("American National") since 1992, was
appointed to fill a vacancy on the Board in 1995.
Rebecca A. Kaley and Frank J. Weber, who have been
members of The First National Bank in Robinson ("First
National") Board of Directors since 1987 and 1992,
respectively, joined the Board subsequent to the
Corporation's acquisition of First National. The
members of the Board of Directors are divided into
three classes of near-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.
The terms of the current Directors expire as
follows: 1996 -- Ms. Ernst, Ms. Kaley, and Messrs.
Apple, Green, Helmling, Landrith, Schaffer and Weber;
1997 -- Messrs. Brocksmith, Hippensteel, Niehaus, and
Wright; and 1998 -- Messrs. Seed, Stachura, Summers and
Watson. Glen G. Apple, Christina M. Ernst, Robert D.
Green, Rolland L. Helmling, and Owen M. Landrith have
been nominated for re-election at the Annual Meeting,
each to hold office until the 1999 Annual Meeting of
Shareholders, and Rebecca A. Kaley and Frank J. Weber
have been nominated for re-election at the Annual
Meeting, each to hold office until the 1997 Annual
Meeting. Ms. Kaley and Mr. Weber are being nominated
for one-year, rather than three-year, terms to make the
three classes of Directors more equal in size. The
nominees, if elected, will serve until the Annual
Meeting in the year their terms expire and until each
of their successors is elected and has qualified. Each
Director<PAGE>
<PAGE>6
will be elected by a plurality of the votes cast in the
election. Shares present but not voted for any
nominees will not affect the determination of whether a
nominee has received a plurality of the votes cast.
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, Glen G. Apple, Christina M. Ernst,
Robert D. Green, Rolland L. Helmling, and Owen M.
Landrith, and (b) for a one-year term, Rebecca A. Kaley
and Frank J. Weber. Each such person has indicated
that he or she 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 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 SEVEN NOMINEES IDENTIFIED ABOVE. (ITEM 1
ON THE PROXY).
The following table presents certain information
regarding the Directors of the Corporation who will
continue in office following the Annual Meeting,
including the seven 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 Ms. Kaley and Messrs. Landrith and Weber, who
beneficially own approximately 4.0 percent, 1.2
percent, and 1.7 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 362,502 of the
Corporation's Common Shares, representing 11.4 percent,
are beneficially owned by the Directors and executive
officers of the Corporation.
<PAGE>
<PAGE>7
<TABLE>
<CAPTION>
Name, Age, and Shares Beneficially
Present Principal Director Owned on
Occupation Since 1 January 1, 1996
<S> <C> <C>
GLEN G. APPLE* 1982 6,436 2
64
Farmer
PAUL E. BROCKSMITH 1979 5,954 4
68
Retired 3
CHRISTINA M. ERNST* 1995 3,037 5
46
President, Miller Construction
Company, Inc. (power line
construction)
ROBERT D. GREEN* 1978 16,124 7
51
President of R.D.
Services, Inc. (health care) 6
ROLLAND L. HELMLING* 1986 4,887 8
44
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 1,480
49
Physician
REBECCA A. KALEY** 1996 125,526 9
61
Attorney
OWEN M. LANDRITH* 1993 39,046 11
69
Secretary/Treasurer,
Palestine Development Corp.
(community development) 10
BERNARD G. NIEHAUS 1977 7,061
58
President and Director,
Niehaus Lumber Co., Inc.
(building materials)
<PAGE>
<PAGE>8
ROBERT E. SEED 1994 14,845 12
61
President, Bank of Casey
JOHN A. STACHURA, JR. 1988 18,214 14
47
Vice President/General Manager,
Solar Sources Underground, LLC
(coal mining) 13
PHILLIP M. SUMMERS 1982 2,557 15
56
President,
Vincennes University
ROBERT G. WATSON 1982 26,033 16
60
Chairman of the Board,
President and Chief
Executive Officer of the
Corporation and The American
National Bank
FRANK J. WEBER** 1996 52,889 17
51
Attorney
HOWARD R. WRIGHT 1973 7,476 19
67
Retired 18
All Directors and all 362,502 20
executive officers as a group
consisting of 25 persons
*Nominee for three-year term
**Nominee for a one-year term
</TABLE>
1. Includes service as a Director of American
National prior to the adoption of the holding
company structure in 1982.
2. Includes 945 shares owned by Mr. Apple's
wife.
3. Prior to his retirement in 1993, Mr.
Brocksmith was a veterinarian and farmer.
4. Includes 2,184 shares jointly owned by
Mr. Brocksmith and his wife; 1,512 shares
jointly owned by Mr. Brocksmith and his
daughter; and 657 shares owned by a company
controlled by Mr. Brocksmith and his son.
5. Includes 525 shares jointly owned by Ms.
Ernst and her husband and 2,184 shares owned
by Miller Construction Co., Inc.
6. Prior to becoming President of R.D. Services,
Inc. in 1993, Mr. Green served as President
of Green Construction of Indiana, Inc.
<PAGE>
<PAGE>9
7. Includes 2,761 shares jointly owned by Mr.
Green and his wife, and 3,110 shares owned by
Mr. Green's wife.
8. Includes 637 shares jointly owned by
Mr. Helmling and his wife, and 823 shares
held by Mr. Helmling as custodian for his
three daughters.
9. Includes 103,276 shares held by the estate of
Ms. Kaley's father, for which estate Ms.
Kaley serves as executor; 5,662 shares held
by Ms. Kaley's step-mother; 2,912 shares held
by Ms. Kaley's children; 110 shares held by
Ms. Kaley's grandchildren; and 55 shares
owned of record by another individual, for
which shares Ms. Kaley holds a power of
attorney.
10. Mr. Landrith served as Chairman of the Board
of Directors of Farmers' State Bank of
Palestine ("Farmers'") prior to the merger of
Farmers' into First National effective
November 1, 1995. Prior to his resignation
on December 31, 1994, Mr. Landrith had served
as President and Trust Officer of Farmers'.
11. Includes 18,625 shares jointly owned by Mr.
Landrith and his wife.
12. Includes 1,423 shares owned by Mr. Seed's
wife.
13. Mr. Stachura has served as a Vice
President/General Manager for Solar Sources
Underground, LLC since 1992. During 1991, he
served as Superintendent for Black Beauty
Underground, Inc.
14. Includes 16,788 shares jointly owned by Mr.
Stachura and his wife, and 327 shares owned
by Mr. Stachura's wife.
15. Includes 1,914 shares jointly owned by Mr.
Summers and his wife.
16. Includes 18,900 shares that Mr. Watson may
acquire upon the exercise of stock options.
17. Includes 559 shares held by Mr. Weber's wife;
5,604 shares held by Mr. Weber's children;
and 38,021 shares held by trusts for which
Mr. Weber serves as trustee.
18. Prior to 1992, Mr. Wright served as a
consultant for Cargill, Inc., and prior to
1989, Mr. Wright was President of Baltic
Mills, Inc.
19. Includes 1,690 shares owned by Mr. Wright's
wife, and 4,200 shares held in the Wright
Family Trust for which Mr. Wright serves as
trustee.
<PAGE>
<PAGE>10
20. Includes 243,746 shares owned by or with
spouses and others. Also includes 18,900
shares that Mr. Watson may acquire upon the
exercise of stock options and 6,300 shares
that Mr. Raymond Mott, Senior Vice President
of American National, may acquire upon the
exercise of stock options.
COMMITTEES AND ATTENDANCE
The Board of Directors of the Corporation held six
meetings during 1995. 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, John A. Stachura, Jr., 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 1995.
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 four times during 1995. 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 were salaried officers or employees of
the Corporation or the Banks, received a retainer in
the amount of $2,500 for service on the Corporation's
Board of Directors during 1995. Each Director who was
a member of the Executive Committee of the
Corporation's Board of Directors, other than
<PAGE>
<PAGE>11
Directors who were officers of the Corporation,
received an additional $2,400 per year for service on
the Executive Committee. Directors of the Corporation,
other than officers of the Corporation, also received
$200 per committee meeting attended. During 1995,
Mr. Apple also served on the Boards of Directors of two
of the Banks and each of the Corporation's other
Directors served on the Board of Directors of one of
the Banks. The Banks paid the Directors annual
Director fees in amounts that ranged from $3,600 to
$6,000.
The Board of Directors has adopted, subject to
shareholder approval, the AMBANC Corp. Director Stock
Grant Plan (the "Director Plan"). Under the Director
Plan, each Director would receive a quarterly grant of
Common Shares in lieu of an annual cash retainer and
cash Board meeting attendance fees. The Director Plan
is being submitted to the shareholders at the Annual
Meeting for approval and is discussed in detail below
under the heading "PROPOSAL 3 -- APPROVAL OF THE AMBANC
CORP. DIRECTOR STOCK GRANT PLAN."
EXECUTIVE COMPENSATION
The following table sets forth certain summary
information regarding the compensation paid by the
Corporation or its subsidiaries to or on behalf of the
Corporation's Chief Executive Officer for services
rendered during each of the last three fiscal years:
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Annual Compensation
Name and All Other
Principal Position Year Salary ($) Bonus ($) Compensation
<S> <C> <C> <C> <C>
Robert G. Watson, 1995 $235,000 $50,000 $24,361 1
President and 1994 $215,000 $50,000 $24,396
Chief Executive Officer1993 $147,000 $40,000 $25,725
</TABLE>
1. Consists of contributions in the amount of $17,061 made on
behalf of Mr. Watson under the AMBANC Retirement and Savings
Plan and Director fees in the amount of $7,300.
<PAGE>
<PAGE>12
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
American National, entered into an employment agreement
that becomes operative only upon a Change in Control of
the Corporation or American National 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, 1995, would
have totalled in the aggregate $756,183.
SUPPLEMENTAL RETIREMENT BENEFITS AGREEMENT
On June 20, 1989, the Corporation and American
National entered into a Supplemental Retirement
Benefits Agreement with Mr. Watson (the "Agreement").
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. The Corporation's
Board of Directors approved the recommendation of the
Executive Committee, and the Corporation, American
National and Mr. Watson entered into an Amended and<PAGE>
<PAGE>13
Restated Supplemental Retirement Benefits Agreement,
which became effective on March 31, 1995 (the "Amended
Agreement"). The Amended Agreement provides for the
future payment to Mr. Watson of retirement benefits in
the event his employment with both the Corporation and
American National is terminated for any reason other
than because of his death. The retirement benefit
payable to Mr. Watson under the Amended Agreement is a
monthly annuity payable for his lifetime or for
180 months, whichever is longer, in an amount of $1,948
plus the product obtained by multiplying $87.52 by the
number of months Mr. Watson is employed by either the
Corporation or American National between March 16,
1995, and April 1, 2000 (the "Base Amount"). If
Mr. Watson's employment with the Corporation had
terminated on December 31, 1995, the monthly amount
that Mr. Watson would have been entitled to receive
commencing on or after January 1, 1996, would have been
$2,736. Pursuant to the Amended Agreement, when Mr.
Watson's employment terminates the amount of the
annunity payments will be adjusted to reflect the
amount of employer contributions made to Mr. Watson's
401(k) Plan account as of that time.
AGGREGATED OPTION/SAR EXERCISES IN
LAST FISCAL YEAR AND FISCAL YEAR-END
OPTION/SAR VALUES
The following table sets forth information with
respect to options and stock appreciation rights
("SARs") that have been granted to Mr. Watson pursuant
to the Corporation's Nonqualified Stock Option Plan,
which expired during 1993. There were no exercises of
options or SARs by Mr. Watson during 1995. 1
<TABLE>
<CAPTION>
Number of Unexercised Value of Unexercised
Options/SARs at FiscalIn-the-Money Options/SARs at
Year-End (#) Fiscal Year-End ($)
Name Exercisable/UnexercisableExercisable/Unexercisable
<S> <C> <C>
Robert G. Watson 18,900 options 2/0 $216,405 3/0
18,900 SARs 2/0 $108,203 3/0
</TABLE>
1. All references to numbers of shares and SARs and
exercise prices have been adjusted to reflect the
November 1995 five percent stock dividend.
2. In 1988 Mr. Watson was granted options to purchase
18,900 Common Shares at an exercise price of
$19.05 per share and in 1989 he was granted 18,900
SARs at a base price of $19.05 each. All of the
options and SARs are exercisable. Each SAR<PAGE>
<PAGE>14
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.
3. Represents the difference between the last trade
price of the Corporation's Common Shares as
reported on NASDAQ on December 28, 1995, and the
exercise price of the options and the base price
of the SARs, respectively.
REPORT ON EXECUTIVE COMPENSATION
Under rules established by the Securities and
Exchange Commission (the "SEC"), the Corporation is
required to provide certain data and information
regarding the compensation and benefits provided to the
Corporation's Chief Executive Officer. 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. 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:
-- Reflect a pay-for-performance policy that
links compensation amounts to 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
competitive with those offered by other high
performing peer companies, thus ensuring that
the Corporation is able to compete for and
retain talented executives who are critical
to the Corporation's long-term success.
<PAGE>
<PAGE>15
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 the
executive's 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, made recommendations for future
increases in Mr. Watson's base salary that would
compensate Mr. Watson not only for his service and
performance in the current year but also recognize his
contributions to the growth and profitability of the
Corporation since his assumption of leadership in 1982.
The Board of Directors approved the Committee's
recommendations with respect to Mr. Watson's
compensation. Based on the recommendations of the
Committee, which the Board approved, Mr. Watson's base
salary for 1995 was set at $235,000.<PAGE>
<PAGE>16
BONUS AWARDS
Bonuses were awarded to the Corporation's CEO and
other 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 1995 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.
TAX ACT COMPENSATION LIMITS
In 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
<PAGE>
<PAGE>17
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 John A. Stachura, Jr.
<PAGE>
<PAGE>18
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.
Comparison of Five-Year Cumulative Total Return
AMBANC Corp., NASDAQ - Bank Stocks and NASDAQ-U.S.
Companies
Index 1990 1991 1992 1993 1994 1995
AMBANC Corp. 100 110 197 233 202 214
NASDAQ-Bank Stocks 100 164 239 272 271 404
NASDAQ-U.S. Companies 100 161 187 215 210 296
The graph assumes $100 was invested on December
31, 1990, in AMBANC Corp.'s Common Stock and in each of
the two indexes shown and the reinvestment of all
dividends.
PROPOSAL 2
PROPOSAL TO AMEND ARTICLES OF INCORPORATION
TO INCREASE NUMBER OF AUTHORIZED SHARES
The Board of Directors of the Corporation has
approved and adopted, subject to shareholder approval,
an Amendment to the Corporation's Articles of
Incorporation that would provide for an increase in the
number of Common Shares, $10.00 par value per share,
authorized to be issued by the Corporation from
5,000,000 shares to 10,000,000 shares. The proposed
increase in the number of authorized Common Shares
would be accomplished by amending Article V of the
Corporation's Articles of Incorporation to read as
follows:
<PAGE>
<PAGE>19
"The total number of shares of capital stock that
the Corporation has authority to issue shall be
10,200,000 shares consisting of 10,000,000 common
shares (the "Common Shares") and 200,000 preferred
shares (the "Preferred Shares"). The
Corporation's shares shall have a par value of ten
dollars ($10.00) per share."
The Board of Directors believes that the proposed
increase in the number of authorized Common Shares is
in the best interest of the Corporation because the
availability of a reserve of authorized but unissued
shares would afford the Corporation greater flexibility
and the opportunity to make acquisitions, to effect
stock splits, to pay stock dividends, and to meet
possible future developments in which the issuance of
Common Shares may be desirable, as determined
appropriate by the Board of Directors. The Corporation
currently has no agreements or arrangements or other
specific plans for issuance of the additional Common
Shares that would be available for issuance if the
proposal is approved. The Corporation continues to
explore and remain open to acquisition opportunities,
however. As is the case with the Corporation's
presently authorized by unissued Common Shares, the
issuance of additional Common Shares, in most cases,
would be within the discretion of the Board of
Directors without further action by the shareholders.
The Corporation's Articles of Incorporation provide
that Common Shares may be issued as the Board of
Directors may determine without any preemptive or other
rights on the part of holders of previously issued
Common Shares or other shares of the Corporation, by
reason of such ownership, to acquire upon issuance any
such newly authorized Common Shares. If the proposed
increase is approved, the Board could use the
authorized but unissued shares, at its discretion, to
resist the consummation of certain acquisition
attempts, by, for example, diluting the ownership of a
substantial shareholder or substantially increasing the
amount of consideration necessary for a shareholder to
obtain control. As of the date of this Proxy
Statement, the Board of Directors is not aware of any
specific effort to accumulate shares or otherwise
obtain control of the Corporation.
For approval, the proposal to amend the
Corporation's Articles of Incorporation to increase the
authorized number of Common Shares requires that the
number of votes properly cast in favor of the proposal
exceed the number of votes properly cast against the
proposal. Shares present but not voted for the
proposal will not affect the determination of whether
<PAGE>
<PAGE>20
the proposal has been approved. If approved by the
shareholders at the Annual Meeting, the increase in the
number of authorized Common Shares would become
effective upon the filing of an amendment to the
Corporation's Articles of Incorporation with the
Indiana Secretary of State.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE
SHAREHOLDERS VOTE FOR THE PROPOSAL TO AMEND THE
CORPORATION'S ARTICLES OF INCORPORATION TO INCREASE THE
AUTHORIZED COMMON SHARES OF THE CORPORATION FROM
5,000,000 SHARES TO 10,000,000 SHARES. (ITEM 2 ON THE
PROXY). UNLESS A SHAREHOLDER INDICATES OTHERWISE,
PROXY HOLDERS WILL VOTE FOR THE PROPOSED AMENDMENT.
PROPOSAL 3
APPROVAL OF THE AMBANC CORP. DIRECTOR STOCK GRANT PLAN
The Board of Directors has adopted, subject to
shareholder approval, the AMBANC Corp. Director Stock
Grant Plan (the "Director Plan"). The Director Plan
provides for quarterly grants of Common Shares to
members of the Corporation's Board of Directors in lieu
of annual cash retainers and cash Board meeting
attendance fees. The purpose of the Plan is to ensure
that the personal interests of the members of the
Corporation's Board of Directors continue to be closely
aligned with those of the Corporation's shareholders.
The Director Plan does not affect the payment of fees
for attending meetings of the Executive Committee and
other Board committee meetings; those fees will
continue to be paid in cash.
The following summary of the material features of
the Director Plan does not purport to be complete and
is qualified in its entirety by reference to the full
text of the Director Plan, which is set forth in
Exhibit A to this Proxy Statement.
SHARES SUBJECT TO THE DIRECTOR PLAN
The Director Plan authorizes the grant of 15,000
Common Shares (subject to adjustment as appropriate on
account of any future stock splits, stock dividends, or
other changes in the capitalization of the Corporation)
during the five-year term of the Director Plan. The
Common Shares issued pursuant to the Director Plan will
be previously issued and outstanding Common Shares that
the Corporation has purchased for grant pursuant to the
Director Plan.
<PAGE>
<PAGE>21
ADMINISTRATION
The Director Plan provides for the automatic grant
of Common Shares on a quarterly basis and is not
subject to the discretion of any administrator. For
each of the four quarters commencing on January 1,
1996, the Director Plan provides that each Director
will receive a grant of that number of Common Shares
having a fair market value of $1,250. The fair market
value of a Common Share shall be the average of the
closing bid and asked prices recorded on NASDAQ for the
last five trading days of the quarter for which the
grant is being made. The Director Plan provides that
for quarters beginning January 1, 1997, and thereafter,
the dollar value of the quarterly grants of shares to
be received by each Director shall be set by a standing
resolution of the Board of Directors, which resolution
may not be amended more than once each six months. The
dollar amount of a quarterly grant to be received will
be prorated for any Director who serves as a member of
the Board of Directors for less than the full quarter
for which the grant is being made.
The Director Plan was adopted by the Board of
Directors with an effective date of January 1, 1996,
subject to shareholder approval. If the Director Plan
is approved at the Annual Meeting, each member of the
Board of Directors will receive for the first quarter
of 1996 a grant of Common Shares having a fair market
value of $1,250. No certificates will be issued
unless, and until, the Director Plan is approved. If
adopted, sixteen directors would be eligible for grants
under the Director Plan for the first quarter of 1996.
The table below sets forth the number of shares
that would have been received by the Corporation's
Chief Executive Officer and all of the other Directors
as a group if the Director Plan had been in effect for
1995 and if each Director had received during 1995 a
quarterly grant of Common Shares having a fair market
value of $1,250:
<PAGE>
<PAGE>22
NEW PLAN BENEFITS
DIRECTOR STOCK GRANT PLAN
<TABLE>
<CAPTION>
Number of
Dollar Value ($) Common Shares
<S> <C> <C>
Robert G. Watson,
President and Chief
Executive Officer $5,000 157
All Other Directors
As a Group (15 persons)$75,000 2,355
</TABLE>
AMENDMENT AND TERMINATION
The Board of Directors may amend, modify or
terminate the Director Plan at any time and from time
to time; provided, however, that no amendment or
modification may be made without the approval of
shareholders if, at the time of the amendment or
modification, shareholder approval is required for the
Director Plan to continue to comply with the
requirements of Rule 16b-3 under the Securities and
Exchange Act of 1934, as amended. To comply with Rule
16b-3, as such rule is currently in effect, shareholder
approval would be required for any revision or
amendment that would increase the number of shares
available for grant under the Director Plan or
materially modify the eligibility requirements for
grants under the Director Plan.
SHAREHOLDER APPROVAL
To be approved the Director Plan must receive the
affirmative vote of the holders of a majority of the
outstanding shares of Common Stock represented at the
meeting and entitled to vote. Proxies marked as
abstentions and shares held in street name that are
designated by brokers on proxy cards as not voted will
have, therefore, the same effect as a vote against
approval of the Director Plan. Proxies marked as
abstentions and broker nonvotes, however, will be
treated as shares present for the purpose of
determining whether a quorum is present.
<PAGE>
<PAGE>23
BECAUSE OF THE INTEREST OF THE MEMBERS OF THE BOARD OF
DIRECTORS IN GRANTS THAT WOULD BE AWARDED TO THEM IN
THE FUTURE UNDER THE DIRECTOR PLAN, THE BOARD OF
DIRECTORS MAKES NO RECOMMENDATION TO SHAREHOLDERS
REGARDING THE DIRECTOR PLAN (ITEM 3 ON THE PROXY CARD).
UNLESS A SHAREHOLDER INDICATES OTHERWISE, PROXY HOLDERS
WILL VOTE FOR THE PROPOSAL.
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
Deloitte & Touche LLP ("Deloitte & Touche") served
as the independent auditors for the Corporation and the
Banks for 1995 and has been selected to serve for 1996.
Representatives from Deloitte & Touche are expected to
be present at the Annual Meeting and they will have the
opportunity to make a statement if they desire 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 the Corporation's
former auditors, Crowe, Chizek & Company ("Crowe
Chizek"). The reports of Crowe Chizek on the
Corporation's financial statements for 1994 and 1993
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 1994 and 1993 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.
<PAGE>
<PAGE>24
OTHER MATTERS
The Board of Directors knows of no matters, other
than those matters reported above, that are to be
brought before the meeting. If other matters properly
come before the meeting, however, 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.
EXPENSES
All expenses in connection with this solicitation
of proxies will be borne by the Corporation.
SHAREHOLDER PROPOSALS FOR 1997 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 25, 1996. 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 1995,
INCLUDING THE FINANCIAL STATEMENTS THERETO BUT OMITTING
EXHIBITS. REQUESTS SHOULD BE ADDRESSED TO INVESTOR
RELATIONS DEPARTMENT, AMBANC CORP., P.O. BOX 556,
VINCENNES, INDIANA 47591-0556.
<PAGE>
<PAGE> 1-A AMBANC CORP.
DIRECTOR STOCK GRANT PLAN
I. PURPOSE
The purpose of this Director Stock Grant Plan (the
"Plan") of AMBANC Corp. (the "Company") is to ensure
that the personal interests of the members of the
Company's Board of Directors continue to be closely
aligned with those of the Company's shareholders. To
accomplish this purpose, the Plan provides for members
of the Company's Board of Directors to receive
quarterly grants of shares of the common stock, $10.00
par value per share, of the Company (the "Common
Shares") in lieu of the receipt of annual retainers and
Board meeting attendance fees payable in cash.
II. ELIGIBILITY
Each person who serves as a member of the
Company's Board of Directors during the term of the
Plan is eligible to participate in the Plan.
III. SHARES ISSUABLE UNDER THE PLAN
Subject to adjustment as provided in Paragraph V,
the total number of Common Shares that may be granted
under the Plan during the term of the Plan is 15,000
Common Shares. Shares to be issued under the Plan
shall consist solely of previously issued and
outstanding Shares purchased by the Company.
IV. EFFECTIVE DATE
The Plan shall be effective as of January 1, 1996,
subject to approval by the Company's shareholders (by
the affirmative vote of a majority of the votes cast at
a duly held meeting at which a quorum representing a
majority of all outstanding shares entitled to vote
thereon is present in person or by proxy and voting on
the Plan). The Plan shall expire on December 31, 2000.
V. CAPITAL ADJUSTMENTS
The aggregate number and class of shares subject
to and authorized by the Plan shall be proportionately
adjusted for any increase or decrease in the number of
issued Common Shares resulting from the payment of a
stock dividend, stock split, recapitalization, merger,
consolidation, reorganization or any similar capital
adjustment or other increase or decrease in the number
of outstanding Common Shares effected without receipt
of consideration by the Company.
VI. GRANTS OF COMMON STOCK
On the business day next following the last day of
each quarter during the term of the Plan, each Director
shall receive a grant of Common Shares as compensation
for service as a member of the Company's Board of
Directors, including attendance at Board meetings,
during
EXHIBIT A
<PAGE>2-A
such quarter. If a person becomes a member of the
Board of Directors subsequent to the first day of the
quarter for which grants are to be made, the grant to
such Director for the quarter shall be prorated by
multiplying the number of Common Shares to be received
by a Director who served for the full quarter by a
fraction, the numerator of which shall be the number of
days beginning on, and including, the date on which the
person first was appointed or elected as a member of
the Board of Directors and ending on, and including,
the last day of the quarter, and the denominator of
which shall be the total number of days in such
quarter.
For each of the four quarters commencing on
January 1, 1996, each Director shall receive a grant,
subject to proration as described in the preceding
paragraph, of that number of Common Shares having a
fair market value of $1,250. The fair market value of
a Common Share shall be the average of the closing bid
and asked prices recorded on the National Association
of Securities Dealers Automated Quotation system for
the last five trading days of the quarter for which the
grant is being made. Fractional shares resulting from
this calculation shall be rounded, up or down, to the
nearest whole share. Certificates for such Common
Shares shall be issued as soon as practicable following
the date of such grant except that certificates for
Common Shares granted as compensation for the first
quarter of 1996 shall be issued as soon as practicable
following shareholder approval.
For quarters beginning January 1, 1997, and
thereafter, the dollar value of the quarterly grants of
shares to be received by each Director shall be set by
a standing resolution of the Company's Board of
Directors, which resolution may not be amended more
than once each six months. Stock grants made under the
Plan shall be in lieu of the payment of any annual
retainer and fees for attendance at Board of Director
meetings; all other payments to members of the
Company's Board of Directors, including fees for
attending meetings of the Executive Committee of the
Board of Directors and other Board committee meetings,
shall not be subject to the provisions of this Plan.
VII. TRANSFERABILITY AND ASSIGNABILITY
No right to receive a grant of Common Shares
pursuant to this Plan shall be transferable or
assignable other than by will or the laws of descent
and distribution. The Common Shares received by a
Director pursuant to this Plan shall be freely
transferable by the Director except (a) for such
periods, if any, during which the transferability of
the Common Shares is restricted so as to comply with
the requirements of Section 16 of the Securities
Exchange Act of 1934 and the rules promulgated
thereunder, as amended, and (b) as restricted pursuant
to Paragraph XIV of this Plan.
VIII. SHAREHOLDER RIGHTS
A Director shall have no rights as a shareholder
with respect to any Common Shares granted under the
terms of this Plan until the Director shall become the
holder of record of such Common Shares.
IX. NO RIGHT TO CONTINUE AS A DIRECTOR
Neither participation in the Plan nor the grant of
Common Shares pursuant to the Plan shall constitute any
agreement or understanding that the Company will retain
a Director for any period of time or at any particular
rate of compensation.
<PAGE> 3-A
X. ADMINISTRATION OF THE PLAN
The Plan shall be self-administering. All
ministerial actions or duties shall be performed by the
Chief Executive Officer of the Company and such person
or persons as he or she shall designate from time to
time, and they shall have authority to issue Common
Shares and deliver all such other instruments and to
take all other actions and to make all other
determinations, not inconsistent with this Plan, that
they may deem, in their sole discretion, necessary or
desirable.
XI. TERMINATION OF SERVICE AS A DIRECTOR
In the event a Director ceases to serve on the
Company's Board of Directors during a quarter for which
this Plan is in effect, such Director shall receive at
the end of such quarter a grant of Common Shares
prorated by multiplying the number of Common Shares to
be received by a Director who served for the full
quarter by a fraction, the numerator of which shall be
the number of days beginning on, and including, the
first day of the quarter and ending on, and including,
the effective date of the Director's resignation or
other termination of membership on the Board of
Directors, and the denominator of which shall be the
total number of days in the quarter.
XII. AMENDMENT OF THE PLAN
The Board of Directors may terminate, amend or
modify the Plan at any time and from time to time;
subject, however, to such requirements, if any, as are
necessary to comply with Paragraph XIII of this Plan.
Further, the Board of Directors shall not, without the
requisite affirmative vote of shareholders of the
Company, make any amendment that would require
shareholder approval under any applicable law,
including Rule 16b-3 under the Securities Exchange Act
of 1934, unless such compliance, if discretionary, is
no longer desired.
XIII. COMPLIANCE WITH RULE 16b-3
It is intended that the Plan be applied and
administered in compliance with Rule 16b-3 under the
Securities Exchange Act of 1934, and any successor
rules. If any provision of the Plan would be in
violation of Rule 16b-3 if applied as written, such
provision shall not have effect as written and shall be
given effect so as to comply with Rule 16b-3, as
determined by the Board of Directors.
XIV. SECURITIES LAW RESTRICTIONS
The Company may impose such other restrictions on
any Common Shares granted pursuant to this Plan as it
may deem advisable including, but not limited to,
restrictions intended to achieve compliance with the
Securities Act of 1933, as amended, with the
requirements of any trading system or exchange upon
which the Common Shares are then listed, and with any
Blue Sky or state securities laws applicable to such
Common Shares.
XV. GOVERNING LAW
All determinations made and actions taken pursuant
to the Plan shall be governed by the laws of the State
of Indiana and construed in accordance therewith.
<PAGE>
<PAGE>
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORSFOR THE 1996 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 Humanities Shircliff Theater, located
in the Humanities Building on the Campus of Vincennes
University, between Harrison Street and College Avenue
on Second Street, Vincennes, Indiana, on Friday, April
19, 1996, 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 25, 1996 (except as marked to the
contrary below--see "Instruction"):
(a) to serve until the 1999 Annual Meeting
of Shareholders:
Glen G. Apple Christina M. Ernst
Robert D. Green
Rolland L. Helmling Owen M. Landrith
(b) to serve until the 1997 Annual Meeting
of Shareholders:
Rebecca A. Kaley Frank J. Weber
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.)
__________________________________
2. PROPOSAL TO AMEND ARTICLES OF INCORPORATION TO
INCREASE THE NUMBER OF AUTHORIZED COMMON SHARES
FROM 5,000,000 TO 10,000,000
FOR [ ] AGAINST [ ] ABSTAIN [ ]
(To Be Completed on Reverse Side)<PAGE>
<PAGE>
3. PROPOSAL TO APPROVE THE ADOPTION OF THE AMBANC
CORP. DIRECTOR STOCK GRANT PLAN AS SET FORTH IN
THE PROXY STATEMENT DATED MARCH 25, 1996
FOR [ ] AGAINST [ ] ABSTAIN [ ]
4. 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 ITEMS
1, 2 AND 3. THE BOARD OF DIRECTORS RECOMMENDS A VOTE
FOR ITEMS 1 AND 2, BUT BECAUSE OF THE BOARD'S INTEREST,
MAKES NO RECOMMENDATION REGARDING ITEM 3.
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.)
