PRELIMINARY COPY -- FOR THE INFORMATION OF THE SEC ONLY
MID-AMERICA BANCORP
500 West Broadway
Louisville, Kentucky 40202
Notice of Annual Meeting of Shareholders
to be held April 21, 1994
To The Shareholders:
NOTICE IS HEREBY GIVEN that the Annual Meeting of shareholders of
Mid-America Bancorp, a Kentucky corporation (the "Company"), will be held
in the Label Room, Executive Inn, Louisville, Kentucky, on Tuesday, April
21, 1994 at 10:00 a.m., Eastern time, for the following purposes:
(1) Creation of Classified Board of Directors. To approve an amendment
to the Company's Articles of Incorporation to provide for the
classification of the Board of Directors.
(2) Election of Directors. To elect seventeen directors of the Company.
Provided the amendment to the Articles of Incorporation to classify the
Board of Directors is approved by shareholders, directors will be elected
as follows: Six directors to serve for a three-year term, six directors
to serve for a two-year term and five directors to serve for a one-year
term. Otherwise, all seventeen directors will be elected for a one year
term.
(3) Adoption of Deferred Compensation Plan for Directors. To adopt a
plan allowing non-employee members of the Board of Directors to defer the
compensation they receive from the Company as Directors.
(4) Increase in Number of Authorized Shares. To approve an amendment
to the Company's Articles of Incorporation increasing the number of
authorized shares of Common Stock from 10 million shares to 12 million
shares.
(5) Ratification of Independent Auditors. To ratify the appointment of
KPMG Peat Marwick as the Company's independent auditors to audit the
consolidated financial statements of the Company for the year ending
December 31, 1994.
(6) Other Matters. To transact such other business as may properly come
before the meeting or any adjournment thereof.
Information regarding the matters to be acted upon at the meeting is
contained in the Proxy Statement accompanying this Notice. Only
shareholders of record at the close of business on February 17, 1994, will
be entitled to notice of and to vote at the Annual Meeting.
PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY
IN THE ENCLOSED POSTAGE PAID ENVELOPE. IF YOU ARE ABLE TO ATTEND THE
MEETING AND WISH TO VOTE YOUR SHARES PERSONALLY, YOU MAY DO SO AT ANY TIME
BEFORE THE PROXY IS EXERCISED.
By Order of the Board of Directors
Louisville, Kentucky Orson Oliver
March 9, 1994 President
<PAGE>
MID-AMERICA BANCORP
500 West Broadway
Louisville, Kentucky 40202
Proxy Statement
for
Annual Meeting of Shareholders
April 21, 1994
GENERAL INFORMATION
This Proxy Statement is being furnished to shareholders in connection
with the solicitation of proxies by the Board of Directors of Mid-America
Bancorp, a Kentucky corporation (the "Company"), to be used at the Annual
Meeting of shareholders (the "Annual Meeting") to be held in the Label
Room, Executive Inn, Louisville, Kentucky at 10:00 a.m., Eastern time, on
Tuesday, April 21, 1994, and at any adjournments thereof, for the purposes
set forth in the accompanying notice of the meeting. This Proxy Statement
and accompanying proxy are first being mailed to shareholders on or about
March 9, 1994. The Company's Annual Report to Shareholders for the year
ended December 31, 1993, including consolidated financial statements,
accompanies this Proxy Statement.
Shares represented by properly signed and dated proxies in the
accompanying form received by the Company will be voted at the Annual
Meeting or any adjournments thereof. If instructions have been specified
with respect to a proposal, such shares will be voted in accordance with
such instructions. If no instructions are given, the shares represented
by the proxy will be voted FOR the nominees for director named in the Proxy
Statement and FOR all other proposals referred to herein and in the
discretion of the Proxy holder for any other matter that may be brought
before the meeting. Pursuant to the Company's By-Laws, the proxy may be
revoked at any time, insofar as the authority granted thereby has not been
exercised, by filing with the Secretary of the Company written notice of
such revocation or by executing and delivering to the Secretary a proxy
bearing a later date.
The cost of solicitation of proxies by the Board of Directors will be
borne by the Company. The initial solicitation of proxies by mail may be
supplemented by directors, officers and employees of the Company or its
banking subsidiary, Mid-America Bank of Louisville and Trust Company (the
"Bank"), by telephone or other means of communication. None of the
directors, officers or employees of the Company or the Bank will receive
any additional compensation for any such supplemental solicitation of
proxies. Proxy materials may also be distributed through brokers,
custodians and other like parties to the beneficial owners of the Company's
common stock, without par value ("Common Stock"), and the Company will
reimburse such parties for their reasonable out-of-pocket and clerical
expenses incurred in connection therewith.
Only shareholders of record at the close of business on February 17,
1994 (the "Record Date") are entitled to vote at the Annual Meeting or any
adjournments thereof. As of the Record Date, there were 8,518,866
outstanding shares of Common Stock. Other than for the election of
directors, each share entitles its holder to one vote on all matters to be
acted upon at the Annual Meeting. In electing directors, each shareholder
has the number of votes equal to the number of shares held by him or her
on the Record Date multiplied by the number of directors to be elected.
Each shareholder may cumulate his or her votes and cast all such votes for
one nominee or may distribute such votes among as many nominees as he or
she chooses.
A majority of the outstanding shares present in person or by proxy is
required to constitute a quorum to transact business at the Annual Meeting.
Abstentions will be treated as present for purposes of determining a
quorum, but as unvoted shares for purposes of determining the approval of
any matter submitted to the shareholders for a vote. If a broker indicates
that it does not have discretionary authority as to certain shares to vote
on a particular matter, such shares will not be considered as present and
entitled to vote with respect to such matter.
1. CREATION OF CLASSIFIED BOARD OF DIRECTORS
The Board of Directors has adopted a resolution recommending that
shareholders consider and approve at the Annual Meeting a proposal
("Proposed Amendment") to amend Article V of the Articles of Incorporation
of the Company to read in its entirety as follows:
"ARTICLE V
Number and Authority of Directors
The Board of Directors shall consist of not fewer than 10 nor more
than 21 individuals, with the exact number of individuals within such
range to be determined by resolution of the Board of Directors from
time to time. The directors shall be divided into three classes as
nearly equal in number as may be. At the annual meeting of
shareholders in 1994, one class of five directors shall be elected for
a one-year term, one class of six directors shall be elected for a
two-year term, and one class of six directors shall be elected for a
three-year term. Commencing with the annual meeting of shareholders
in 1995 and at each succeeding annual meeting, successors to the class
of directors whose terms expire at such meeting shall be elected for
a three-year term. If the number of directors is changed, any
increase or decrease in directors shall be apportioned among the
classes so as to maintain the number of directors comprising each
class as nearly equal as possible. Any additional directors of a
class shall hold office for a term which will coincide with the
remaining term of the other directors of the class. Except as
otherwise set forth in the Kentucky Business Corporation Act, the
Board of Directors shall have the authority to exercise all the
corporate powers of the Corporation and shall manage all of the
business and affairs of the Corporation."
Currently, directors are elected annually to serve one-year terms. If
this Proposed Amendment is approved, the Board of Directors will be
comprised of three classes of directors, each class consisting as nearly
as possible of one-third of the Board, with one class to be elected each
year. Members of all three classes would be elected initially at the 1994
Annual Meeting as follows: five directors for a term expiring at the 1995
annual meeting; six directors for a term expiring at the 1996 annual
meeting; and six directors for a term expiring at the 1997 annual meeting.
In each case, directors shall serve until their respective successors are
duly elected and qualified.
There is a trend towards the accumulation of substantial stock positions
in public corporations by outside parties either with a view toward
utilizing a controlling block of stock to force a merger or consolidation
or as a prelude to proposing a restructuring or sale of all or part of a
corporation. These actions are often undertaken without advance notice to
or consultation with management of the corporation. In many cases, such
third parties seek representation on the corporation's board of directors
in order to increase the likelihood that their proposals will be
implemented by the corporation. If the corporation resists the efforts to
obtain representation on the board, the outside parties may commence proxy
contests to have themselves or their nominees elected to the board in place
of certain directors or the entire board.
It is believed that in many circumstances such efforts may not be
beneficial to the interests of a corporation and its shareholders, because
they may deprive management of the time and information necessary to
evaluate the proposals, to study alternative proposals and to help ensure
that he best price is obtained in any transaction which may ultimately be
undertaken. The Proposed Amendment is designed to protect against rapid
shifts in control of the Board of Directors and assist in assuring
continuity in the management, affairs and business strategies of the
Company. If enacted, the Proposed Amendment may also make it more
difficult for outside parties to force a merger, consolidation,
restructuring or sale of all or part of the Company. The Company is not
aware of any specific effort by anyone to obtain control of the Company.
The Board of Directors believes that the Proposed Amendment would help
ensure continuity of experience which is desirable and in the best
interests of the Company and its shareholders. However, the Proposed
Amendment would make a change in directors for any reason more difficult
at each election of directors even if this would be beneficial to the
shareholders generally, since the staggering of terms would have the effect
of requiring at least two shareholder meetings to effect a change in
majority control of the Board.
The affirmative vote of a majority of shares of the Common Stock of the
Company cast at the Annual Meeting on this proposal is required to approve
the Proposed Amendment.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR APPROVAL OF
THE PROPOSED AMENDMENT.
<PAGE>
PRINCIPAL SHAREHOLDERS
Except as set forth below, the Company knows of no shareholders who
beneficially owned more than 5% of the Company's outstanding Common Stock
at the Record Date.
Name and Address of Percentage
Beneficial Owner Number of Shares (1) of Class (1)
- ------------------- -------------------- ------------
Bertram W. Klein
6403 Shrader Lane
LaGrange, Kentucky 40031 1,784,052(2) 20.8%
June K. Atlas
#4 Indian Hills Trail
Louisville, Kentucky 40207 458,102(3)(4) 5.4%
Edna K. Yarmuth
#5 Indian Hills Trail
Louisville, Kentucky 40202 448,237(3) 5.3%
Gail K. Garlove
1215 Navajo Court
Louisville, Kentucky 40207 541,378(3) 6.4%
Liberty National Bank and
Trust Company of Louisville
416 West Jefferson Street
Louisville, Kentucky 40202 468,411(5) 5.5%
______________________________
(1) Based upon information furnished to the Company by the named persons
and information contained in shareholder records of the Company.
Under the rules of the Securities and Exchange Commission, a person
is deemed to beneficially own shares over which the person has or
shares voting or investment power or which the person has the right
to acquire beneficial ownership within 60 days. Unless otherwise
indicated, the named persons have sole voting and investment power
with respect to the shares shown for them. The numbers shown include
shares which are not currently outstanding but of which the named
person has the right to acquire beneficial ownership within 60 days
of the Record Date. Such shares are deemed to be outstanding for the
purpose of computing the percentage of outstanding shares owned by the
named person, but are not deemed outstanding for the purpose of
computing the percentage ownership of any other person.
(2) Includes the following shares beneficially owned by Mr. Klein:
901,276 shares held in trusts over which Mr. Klein has sole or shared
voting and investment power as trustee or co-trustee; 317,490 shares
held by entities over which Mr. Klein has sole voting and investment
power; 283,070 shares in which Mr. Klein shares voting power pursuant
to powers-of-attorney; 29,987 shares held by Mr. Klein under the
Company's 401(k) and Employee Stock Ownership Plan ("ESOP") at
December 31, 1992, the most current plan information available; and
31,872 shares which Mr. Klein has the right to acquire pursuant to the
exercise of options exercisable currently or within 60 days after the
Record Date under the Company's stock option plans. Also includes
63,709 shares held by Mr. Klein's spouse, with respect to which Mr.
Klein shares voting and investment power.
(3) Includes 388,381 shares held in the Estate of Hattie B. Klein for
which Ms. Atlas, Ms. Yarmuth and Ms. Garlove serve as co-executors,
with shared power to vote and invest such shares.
(4) Includes 9,513 shares held by Ms. Atlas and her spouse as joint
tenants, as to which Ms. Atlas shares voting and investment power.
(5) Includes 294,718 shares over which Liberty National Bank has sole
voting power and 173,693 shares over which Liberty National Bank has
shared voting power. Liberty National Bank has sole dispositive power
with respect to 337,993 shares and shared dispositive power with
respect to 130,418 shares.
2. ELECTION OF DIRECTORS
A Board of 17 Directors will be elected at the Annual Meeting. If the
shareholders approve the proposal to establish three classes of directors
(Proposal 1 herein), five directors will be elected to serve one-year
terms, six directors will be elected to serve two-year terms and six
directors will be elected to serve three-year terms, in the classes set
forth below. If the shareholders do not approve the proposal, then 17
directors will be elected to serve, subject to the provisions of the
Company's By-Laws, until the next annual meeting and until their successors
are duly elected and qualified. Although it is not anticipated that any
of the nominees will decline or be unable to serve, if that should occur,
the proxy holders may, in their discretion, vote for substitute nominees.
Set forth on the following pages, for each of the three classes, are the
names of the nominees proposed for election as directors, all of whom are
presently directors of the Company, together with information regarding the
number of shares of the Company's Common Stock owned by each, his or her
principal occupation during the past five years and certain other
information. Information relating to the ownership of shares by the
executive officers named in the Summary Compensation Table of this Proxy
Statement, and all the directors and executive officers as a group, is also
included.
<PAGE>
<TABLE>
Positions and
Offices Director Principal Total % of
Name Age Currently Held Since Occupation Shares(1) Class(2)
CLASS I NOMINEES (1-Year Term)
<S> <C> <C> <C> <C> <C> <C>
Robert P. Adelberg 56 Director 1975 President, Robert 5,543 (4)
Adelberg Insurance
Agency, insurance
services, Louisville,
Kentucky
Stanley L. Atlas 56 Director 1978 Retired Executive 72,881(3) (4)
Vice President of
the Company
Martha Layne Collins 57 Director 1988 Former Governor of 178 (4)
Kentucky; President,
St. Catherine College,
Springfield, Kentucky;
President, Collins &
Associates, economic
development consulting
Lexington, Kentucky
Bertram W. Klein 63 Chairman of the 1967 Chairman of the 1,784,052 (4) 20.8%
Board, Chief Executive Board and Chief
Officer and Member of Executive Officer
Executive Committee of the Company
Al J. Schneider 79 Director 1964 President, Home 230,315 (5) 2.7%
Supply Company,
general contracting,
Louisville, Kentucky
CLASS II NOMINEES (2-Year Term)
Harry S. Frazier, Jr 61 Director 1990 Executive Vice- 3,030(6) (4)
President, HFH, Inc.,
real estate development,
Louisville, Kentucky
Donald G. McClinton 60 Director 1980 President, Inter- 10,230(8) (4)
Lock Industries, Inc.,
manufacturing and trans-
portation services,
Louisville, Kentucky
John S. Palmore 76 Director 1983 Retired Chief 359 (4)
Justice, Supreme Court of
Kentucky; Attorney, Jackson
and Kelley, Lexington,
Kentucky
Woodford R. Porter, Sr. 75 Director 1981 Chairman of the 2,119 (4)
Board and Chief Executive
Officer, A.D. Porter &
Sons, funeral services,
Louisville, Kentucky
Raymond L. Sales 71 Director 1986 Attorney, 4,966(9) (4)
Managing Partner, Segal
Isenberg, Sales, Stewart,
Cutler & Tillman,
Louisville, Kentucky
Thomas E. Sandefur, Jr. 54 Director 1985 Chairman and Chief 1,816 (4)
Executive Officer,
Brown & Williamson
Tobacco Corp., tobacco
products, Louisville,
Kentucky
CLASS III NOMINEES (3-Year Term)
Leslie D. Aberson 57 Director 1983 Attorney, Washer, 18,379(10) (4)
Kaplan, Rothschild,
Aberson & Miller,
Louisville, Kentucky
<PAGE>
Positions and
Offices Director Principal Total % of
Name Age Currently Held Since Occupation Shares(1) Class(2)
William C. Ballard, Jr. 53 Director 1991 Attorney, Of 5,671(11) (4)
Counsel, Greenebaum
Doll & McDonald, Louisville,
Kentucky; retired Executive
Vice President and Chief
Financial Officer, Humana
Inc., integrated health care
services, Louisville, Kentucky
Peggy Ann Markstein 43 Director 1992 Assistant 7,106(12) (4)
Prosecuting Attorney,
Butler County Prosecutor's
Office, Hamilton, Ohio
Orson Oliver 50 Director, 1978 President of the 61,329(13) (4)
President and Member of the Company
of Executive Committee
Benjamin K. Richmond 50 Director 1993 President, 103 (4)
Louisville Urban League
Henry C. Wagner 51 Director 1989 President and 700 (4)
Chief Executive Officer,
Jewish Hospital
Healthcare Services,
Inc., and Jewish Hospital,
Inc., medical services,
Louisville, Kentucky
</TABLE>
<TABLE>
Total % of
Non-Director Named Executives Shares (1) Class(2)
<S> <C> <C>
Wallace A. Fudold 45,814(14) (4)
Thomas L. Weber 60,975(15) (4)
Paul Henry 48,274 (4)
All Directors and Executive Officers
as a group (27 in number,
including the above) 2,383,440(16) 28.0%
</TABLE>_____________________________________
(1) Based on the beneficial ownership rules of the Securities and Exchange
Commission as described in footnote 1 to "PRINCIPAL SHAREHOLDERS."
Unless otherwise indicated, the named persons have sole voting and
investment power with respect to the shares shown for them.
(2) Based on 8,518,866 shares outstanding as of the Record Date. Shares
of Common Stock subject to options exercisable within 60 days of the
Record Date are deemed outstanding for computing the percentage of
class of the person holding such options but are not deemed
outstanding for computing the percentage of class for any other
person.
(3) Includes 9,513 shares held by Mr. Atlas and his spouse as joint
tenants, as to which Mr. Atlas shares voting and investment power.
Includes 14,246 shares held by Mr. Atlas under the Company's ESOP at
December 31, 1992, the most current plan information available. Also
includes 10,300 shares which Mr. Atlas may purchase under options
granted under the Company's stock option plans and exercisable
currently or within 60 days after the Record Date. Mr. Atlas' spouse
is Bertram W. Klein's first cousin. Mr. Atlas and his spouse have
granted a proxy to Bank management pursuant to an Agreement to vote
their shares and have granted a right of first refusal to the Bank and
its Chairman prior to selling such shares to any third party. See
"Employment and Consulting Agreements."
(4) Less than 1%.
(5) Includes 61,254 shares held in entities controlled by Mr. Schneider.
(6) Includes 333 shares held in trust for Mr. Frazier's daughter, as to
which Mr. Frazier shares voting and investment power.
(7) See footnote 2 to "PRINCIPAL SHAREHOLDERS" for a description of the
shares beneficially owned by Mr. Klein.
(8) Includes 5,562 shares held by Mr. McClinton's spouse, as to which
shares Mr. McClinton shares voting and investment power.
(9) Includes 1,279 shares held by Mr. Sales' spouse as to which Mr. Sales
shares voting and investment power.
(10) Includes 1,826 shares held in trust over which Mr. Aberson has voting
and investment power. Also includes 8,061 shares held by Mr.
Aberson's spouse, as to which shares Mr. Aberson shares voting and
investment power.
(11) Includes 4,448 shares held in trusts with respect to which Mr. Ballard
serves as trustee with the power to vote and invest such shares.
(12) Includes 922 shares held by Ms. Markstein as custodian for her
children.
(13) Includes 17,961 shares held by Mr. Oliver under the Company's ESOP at
December 31, 1992, the most current plan information available. Also
includes 43,247 shares which Mr. Oliver may purchase under options
granted under the Company's stock option plans and exercisable
currently or within 60 days after the Record Date.
(14) Includes 1,501 shares held by Mr. Fudold and his spouse as joint
tenants, with respect to which Mr. Fudold shares voting and investment
power. Also includes 7,246 shares held by Mr. Fudold under the
Company's ESOP at December 31, 1992, the most current plan information
available, and 37,067 shares which Mr. Fudold may purchase under
options granted under the Company's stock option plans and exercisable
currently or within 60 days after the Record Date.
(15) Includes 38,097 shares which Mr. Weber may purchase under options
granted under the Company's stock option plans and exercisable
currently or within 60 days after the Record Date. This also includes
6,842 shares held by Mr. Weber under the Company's ESOP at December
31, 1992, the most current information available and 1,030 shares held
by Mr. Weber's spouse, as to which Mr. Weber shares voting and
investment power.
(16) Includes 238,784 shares which may be purchased by all Executive
Officers and Stanley Atlas (who though no longer and Executive Officer
has options for 10,300 shares expiring March 17, 1994 included in this
total) as a group under options granted pursuant to the Company's
stock option plans and exercisable currently or within 60 days after
the Record Date.
Information Concerning the Board of Directors
Directors' Compensation. Directors who are not officers of the Company
are paid a fee of $1,000 for attendance at each meeting and $100 for
non-attendance. Directors who are also officers are not paid any fee for
serving as a director or attending any meetings.
Meetings of the Board. During 1993, the Company's Board of Directors
held 12 regularly scheduled meetings and one annual organizational meeting.
Each director of the Company attended at least 75% of the aggregate of:
(1) the total number of meetings of the Board of Directors held during the
period for which he or she has served as a director; and (2) the total
number of meetings held by all committees of the Board of Directors on
which the director served, in 1993.
Board Committees. The Board of Directors has a number of committees,
including an Audit Committee, Planning and Management Committee and
Nominating Committee, each of which is comprised solely of non-employee
directors.
The Audit Committee consists of William C. Ballard, Jr., Henry D. Burns,
John S. Palmore, Woodford R. Porter, Sr., Donald G. McClinton, Benjamin K.
Richmond, Thomas E. Sandefur, Jr. and Henry C. Wagner. The Audit Committee
recommends to the Board of Directors the engagement of independent auditors
for the Company (and the Bank), reviews the reports of the regulatory
examiners and makes recommendations to the Board of Directors as may be
appropriate. The Audit Committee meets on a quarterly basis, and
accordingly, held four meetings during 1993.
The Planning and Management Committee consists of Raymond L. Sales,
Leslie D. Aberson, William C. Ballard, Martha Layne Collins, Thomas E.
Sandefur, Jr., Al J. Schneider and Henry C. Wagner. The principal duties
of this Committee are to review the compensation of executive officers of
the Company and to prepare recommendations and periodic reports to the
Board concerning such matters. This committee is also responsible for
administering the Company's 1991 Incentive Stock Option Plan. The Planning
and Management Committee met once during 1993.
The Nominating Committee consists of Robert P. Adelberg, Martha Layne
Collins, Harry S. Frazier, Katherine G. Peden, and Al J. Schneider. The
Nominating Committee's duties include seeking qualified and capable
individuals to serve on the Company's Board of Directors. The committee
will consider for nomination as directors persons recommended by
shareholders. Such recommendations must be in writing and delivered to the
Nominating Committee, Mid-America Bancorp, 500 West Broadway, Louisville,
Kentucky 40202. The Nominating Committee met once during 1993.
Nominees for director of the Company hold directorships in other
companies registered under Section 12 or subject to the requirements of
Section 15(d) of the Securities Exchange Act of 1934, or registered as an
investment company under the Investment Company Act of 1940, as follows:
William C. Ballard, Jr. is a director of LG&E Energy Corp., United
Healthcare Corp. and Vencor, Inc.; Martha Layne Collins is a director of
the Eastman Kodak Company and R. R. Donnelly & Sons Company; Katherine G.
Peden is a director of Westvaco and a member of the advisory board of the
Norfolk Southern Corporation; and Henry C. Wagner is a director of Lumex,
Inc.
<PAGE>
EXECUTIVE COMPENSATION
Set forth below is information concerning the annual and long-term
compensation for services in all capacities to the Company and the Bank for
the last three fiscal years of the Chief Executive Officer and the other
five most highly compensated executive officers of the Company during 1993.
SUMMARY COMPENSATION TABLE
<TABLE>
Long-Term
Annual Compensation Compensation
------------------------- ------------
Stock
Options All Other
Name and Principal Position Year Salary Bonus(1) (in Shares) Compensation (2)
- --------------------------- ---- ------ -------- ----------- ----------------
<S> <C> <C> <C> <C> <C>
Bertram W. Klein 1993 $352,000 $35,200 10,000 $43,595
Chairman of the Board & 1992 340,000 34,000 10,340
Chief Executive Officer 1991 340,000 34,000 11,680
Orson Oliver 1993 230,000 23,000 10,000 13,951
President 1992 218,000 21,800 10,340
1991 210,000 21,000 11,680
Wallace A. Fudold 1993 183,000 18,300 10,000 10,595
Executive Vice President 1992 171,000 47,100 10,340
1991 163,000 16,300 11,680
Thomas L. Weber 1993 137,000 13,700 10,000 8,665
Executive Vice President 1992 125,000 12,500 10,340
1991 125,000 12,500 11,680
Stanley L. Atlas (3) 1993 115,000 -0- -0- 10,404
Executive Vice President 1992 115,000 11,500 10,340
1991 115,000 11,500 11,680
Paul Henry 1993 107,000 10,700 10,000 9,958
Executive Vice President 1992 95,000 9,500 10,300
1991 90,000 9,000 11,680
</TABLE>
_____________________________
(1) The amounts shown in this column represent payments made under the
Company's Incentive Compensation Plan, pursuant to which Senior Vice
Presidents, Executive Vice Presidents and other executive officers of
the Company and the Bank are eligible to receive a cash bonus or award
if the Company's annual return on assets is 1% or greater.
(2) Amounts in this column include:
(a) Contributions by the Company to the Company's 401(k) and
Employee Stock Ownership Plan, a defined contribution plan ("ESOP"),
on behalf of the named executive officers. All employees of the
Company who have attained age 20 1/2 and who have been credited with
500 hours of service in a six-month period with the Company or the
Bank are generally eligible to participate in the ESOP. Participants
may elect to have 2% to 5% of their pre-tax compensation contributed
to the ESOP with the Company contributing an amount of up to 4.5% of
the participant's compensation. Company contributions to the ESOP for
the named executive officers during 1993 were as follows: Mr. Klein,
$8,095; Mr. Oliver, $8,095; Mr. Fudold, $8,095; Mr. Weber, $6,165; Mr.
Atlas, $5,175; and Mr. Henry, $4,815. Additionally, the Company
contributed $18,000 on behalf of Mr. Klein to its Benefit Restoration
Plan, a defined contribution plan intended to restore benefits
unavailable to participants as a result of certain Internal Revenue
Code limits on qualified plan benefits.
(b) Amounts paid to the following named executive officers under
the Bank's Key-Per Plan during the 1993, as follows: Mr. Klein,
$5,632; Mr. Oliver, $5,856; Mr. Fudold, $2,500; Mr. Weber, $2,500; Mr.
Atlas, $5,329; and Mr. Henry, $5,143. The Key-Per Plan is an unfunded
employee welfare benefit plan available to certain employees in the
position of Senior Vice President or more senior office. After
participants have held the office of Senior Vice President or higher
with the Bank for 10 years, the participant begins to receive equal
monthly payments from the Key-Per Plan over the next 10 years,
provided the participant remains employed by the Bank during such
period. There have been no participants added to the Key-Per Plan
since 1986.
(c) Payment by the Company in 1993 of premiums of $11,868 to fund
a key person, split-dollar life insurance arrangement for Mr. Klein
for which the Company will be reimbursed for premiums paid and
pursuant to which the Company will receive a portion of the benefits
paid as a named beneficiary under the policy.
(3) Mr. Atlas retired as an executive officer of the Company effective
December 17, 1993. He will continue to serve as a director and
provide consulting services pursuant to an agreement with the Company
entered into at the time of his retirement. See "Executive
Compensation -- Employment and Consulting Agreements."
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth information as to the stock options
granted to the named executive officers during 1993 pursuant to the
Company's Incentive Stock Option Plan. The Company did not grant any stock
appreciation rights ("SARs") to the named executive officers during 1993.
<TABLE>
Potential Realizable
Value At Assumed
Number of Percent of Annual Rates of
Securities Total Options Exercise or Stock Price Appreciation
Underlying Granted to Base for Option Term (3)
Options Employees in Price Expiration -------------------------
Name Granted(1) Fiscal Year ($/Share) Date (2) 5%($) 10%($)
<S> <C> <C> <C> <C> <C> <C>
Bertram W. Klein 10,000 4.9% $19.94 12/20/98 $31,900 $ 92,585
Orson Oliver 10,000 4.9% 18.13 12/20/03 114,019 288,946
Wallace A. Fudold 10,000 4.9% 18.13 12/20/03 114,019 288,946
Thomas L. Weber 10,000 4.9% 18.13 12/20/03 114,019 288,946
Stanley L. Atlas 0 NA NA NA NA NA
Paul Henry 10,000 4.9% 18.13 12/20/03 114,019 288,946
</TABLE>
______________________________________
(1) All options were granted on December 20, 1993 and become exercisable
beginning December 20, 1994. The exercise price of each of the
options is equal to the closing price of the Company's Common Stock
on the American Stock Exchange, Inc. ("AMEX") reported consolidated
trading on the date of grant, with the exception of Mr. Klein's
options which, as a result of Mr. Klein owning more than 10% of the
outstanding voting stock of the Company, were granted at 110% of the
closing price on such date.
(2) Because Mr. Klein owns more than 10% of the outstanding voting stock
of the Company, Mr. Klein's options have a term of only five years
whereas the options of all other executive officers have a term of ten
years.
(3) Assumed annual appreciation rates are set by the Securities and
Exchange Commission and are not a forecast of future appreciation.
The amounts shown are pre-tax and assume the options will be held
throughout the entire term. Actual gains, if any, are dependent upon
the future performance of the Common Stock, as well as continued
employment of the option holder through the vesting period.
AGGREGATED OPTION EXERCISES IN
LAST FISCAL YEAR AND FY-END OPTION VALUES
Set forth below is information with respect to options exercised by the
named executive officers during the 1993 fiscal year, and the number and
value of unexercised stock options held by the named executive officers at
the end of the fiscal year. None of the named executive officers exercised
SARs during 1993 or held SARs at the fiscal year-end.
<TABLE>
Name Exercise (#) Realized ($)(1) Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C> <C> <C> <C>
Bertram W. Klein 11,044 $ 76,977 31,872 10,000 $ 96,631 $ -0-
Orson Oliver -0- -0- 43,247 10,000 220,279 -0-
Wallace A. Fudold 6,000 58,110 37,067 10,000 176,216 -0-
Thomas L. Weber 5,000 39,050 38,077 10,000 183,559 -0-
Paul Henry 1,400 11,984 32,291 10,000 142,163 -0-
400 2,324
Stanley L. Atlas 11,044 102,820 10,300 -0- 73,999 -0-
9,604 66,748
5,940 50,252
5,400 39,366
</TABLE>
______________________
(1) Represents the difference between the market value of the Common Stock
(or the sale price if shares were sold) on the date of exercise and
the option exercise price.
(2) Based on the difference between the option exercise price and closing
price of the Company's Common Stock in the AMEX reporting consolidated
trading on December 31, 1993 ($17.75).
Retirement Plan
The Company's non-contributory defined benefit Retirement Plan (the
"Plan") originated on September 1, 1963 (as the Bank's Retirement Plan
prior to formation of the Company in 1983) and has been amended several
times to comply with governmental regulations and to reflect other changes
made since the Plan was adopted. All employees of the Company and the Bank
who have attained age 20 1/2 and who have been credited with 500 hours of
service in a six month period with the Company or the Bank are generally
eligible to participate in the Plan.
<PAGE>
The following table sets forth the estimated benefits payable following
retirement at age 65 to persons in specified remuneration and years of
participation classifications under the Plan. A portion of the benefits
shown below will be paid from the Company's Benefit Restoration Plan, a
defined benefit plan intended to restore benefits unavailable to
participants as a result of certain Internal Revenue Code limits on
qualified plan benefits.
PENSION PLAN TABLE
Years of Service
-----------------------------------------
Remuneration 10 Years 20 Years 30 Years 40 Years
- ------------- -------- -------- -------- --------
$100,000 $14,760 $ 29,520 $ 44,280 $ 59,160
150,000 22,260 44,520 66,780 89,160
200,000 29,760 59,520 89,280 119,160
250,000 37,260 74,520 111,780 149,160
300,000 44,760 89,520 134,280 179,160
350,000 52,260 104,520 156,780 209,160
400,000 59,760 119,520 179,280 239,160
450,000 67,260 134,520 201,780 269,160
500,000 74,760 149,520 224,280 299,160
Covered compensation includes salary and bonus. If an employee retires
at the later of age 65 or the employee's fifth anniversary of
participation, the employee will be entitled to a monthly pension payable
for life with a minimum of 120 guaranteed payments equal to the product of:
(1) the sum of 1% of the first $400 of the employee's average monthly
compensation (highest 10 consecutive years) plus 1.5% of the employee's
average monthly compensation in excess of $400, multiplied by (2) the
employee's years of credited service (up to 35 years). Employees with more
than 35 years of credited service are entitled to additional monthly
payments equal to 1.5% of the employee's average monthly compensation
multiplied by the employee's years of credited service in excess of 35
years. The benefits as determined above and as listed in the pension table
are not subject to any deduction for Social Security or other offset
amounts.
As of December 31, 1993, the persons named in the Summary Compensation
Table who participate in the Retirement Plan had the following number of
complete years of accredited service: Bertram W. Klein, 40 years; Orson
Oliver, 18 years; Stanley L. Atlas, 28 years; Paul Henry, 29 years; Thomas
L. Weber, 9 years; and Wallace A. Fudold, 9 years.
Employment and Consulting Agreements
The Bank has entered into employment agreements with, among others,
Orson Oliver and Wallace Fudold. Under the agreements, the term of
employment continues from year to year and may be terminated by either the
Bank or the executive officer for any reason upon 90 days' prior notice.
If the Bank terminates the executive's employment for any reason other than
"for cause", the Bank is required to pay the executive officer, in a lump
sum payment, an amount equal to his then-current annual base salary.
If a "change in control" (as defined in the agreements) of the Bank
occurs, the term of the employment agreements automatically extends to a
five-year term, commencing on the date of the change in control. During
the five-year term, the Bank may terminate the employment agreements only
"for cause", or on the death or disability of the executive officer.
Additionally, during such five-year term, the Bank may not decrease the
executive's salary below the annual level in effect prior to the change of
control or otherwise reduce his duties as an executive officer of the Bank
(a "Diminution of Duties"). If the Bank violates either of these
provisions, the executive may elect to terminate the agreement and will be
entitled to receive monthly payments equal to one-twelfth of the
executive's then-current base salary for the lesser of three years or the
remainder of the five-year term. If the executive officer terminates
employment during the two-year period after a change in control, other than
in connection with a Diminution of Duties, he will not be entitled to
receive any termination benefits. If the executive elects to terminate the
agreement after such two-year period, he will be entitled to receive
monthly payments equal to one-twelfth of his then-current base salary for
the remainder of the five-year term.
Stanley L. Atlas retired as an Executive Vice President of the Company
effective December 17, 1993. An agreement between the Company, the Bank
and Atlas provides that he will receive annual supplemental retirement
payments of approximately $62,000 until his 65th birthday. Mr. Atlas will
provide consulting services to the Bank for a period of five years for an
annual fee of $32,620. Mr. Atlas will remain a member of the board of
directors (consistent with the By-Laws of the Company) as long as he or
members of his family own or control at least 225,000 shares of the Common
Stock of the Company (adjusted from time to time for stock dividends,
splits, etc.). Mr. Atlas and his spouse granted to Bank management an
irrevocable proxy with respect to all shares of Common Stock owned or
controlled by them. Before disposing of their shares, they are required
by the agreement to provide, in turn, the Bank and then its Chairman with
a right of first refusal.
COMPENSATION COMMITTEE
REPORT ON EXECUTIVE COMPENSATION
The Planning and Management Committee of the Board of Directors is
comprised of the seven non-employee directors named below. The principal
duties of the committee are to review the compensation of executive
officers of the Company and to prepare recommendations and periodic reports
to the Board concerning such matters. The Planning and Management
Committee has furnished the following report relating to executive
compensation during 1993.
The Company's Compensation Program for its executive officers consists
of base salary, the opportunity to earn an annual performance-based bonus
and the ability to receive discretionary stock option awards. Each of
these elements of compensation is discussed below.
Base Salary. Base salary levels are established by this Committee and
the other forms of compensation are fixed as described below. In general,
base salary levels are set at the minimum levels believed by this Committee
to be sufficient to attract and retain qualified executives when considered
with the components of the Company's compensation structure.
<PAGE>
Incentive Compensation. The Committee believes that a portion of an
executive officer's cash compensation should be subject to specific annual
performance criteria. To accomplish this objective, the Company, in 1991,
adopted an Incentive Compensation Plan (the "Bonus Plan"). The Bonus Plan
is intended to provide an immediate recognition of managerial efforts
through a cash bonus or award tied to the Company's annual return on
assets. The Bonus Plan is open to participation by Senior Vice Presidents,
Executive Vice Presidents and other more senior executive officers of the
Company and the Bank. The amount of cash bonus or award paid to each
participant for a fiscal year is based on a ratio determined by dividing
the consolidated net earnings of the Company by the total average
consolidated assets of the Company for the fiscal year, determined in
accordance with generally accepted accounting principles consistently
applied, and the participant's base salary and position during the fiscal
year. Cash bonuses or awards to participants are determined under the
following schedule:
Award as a Percentage
of Participant's
Base Salary
-----------------------------------------------
Return on Executive Vice Senior Vice
Assets Ratio Presidents and Above Presidents
- ------------ -------------------- ------------
0-.99% 0% 0%
1.00-1.09% 10% 5.0%
1.10-1.19% 11% 5.5%
1.20-1.29% 12% 6.0%
1.30-1.39% 13% 6.5%
1.40-1.49% 14% 7.0%
1.50% and above 15% 7.5%
The Committee has discretion to make adjustments in determining the
Return on Assets Ratio only if such ratio is affected by an extraordinary,
unusual or non-recurring items of income or expense, a change in accounting
principles or a revaluation of assets. Such adjustment will be made only
as the Committee deems necessary and appropriate in order to compensate
equitably (or withhold compensation from) participants in a manner which
accurately recognizes their efforts in furthering the Company's performance
and earnings growth.
For the 1993 fiscal year, the Company's Return on Assets Ratio was
1.10%. Compensation paid pursuant to the Bonus Plan is included in the
Summary Compensation Table under the "Bonus" column.
Stock Option Program. The Company has also adopted the 1991 Incentive
Stock Option Plan (the "Option Plan"). The Committee believes that by
providing those officers who have substantial responsibility for the
management and growth of the two companies an opportunity to increase their
ownership of the Company's Common Stock, the interests of shareholders and
executives will be closely aligned. Therefore, persons holding the
positions of Assistant Vice President or more senior offices in the Company
and the Bank are eligible to receive stock options from time to time,
giving them the right to purchase shares of the Company's Common Stock at
a specified price in the future. Options are granted at an exercise price
not less than the closing price of the Company's Common Stock in the AMEX
reporting consolidated trading on the date of grant. In addition, in the
case of Mr. Klein (and any other participants who may own more than 10% of
the outstanding voting stock of the Company in the future), the option
price of the shares is not less than 110% of such closing price on the date
of grant.
While the Committee has discretion in determining whether options will
be awarded in any given year, which eligible officers will receive options
and the number of options to be received by such officer, the maximum
number of options which may be granted during any fiscal year to an
individual within a particular officer category is as follows:
Annual
Maximum Option
Officer Class Shares (Per Officer)
- ------------------------- --------------------
Executive Vice President and above 10,000
Senior Vice President 2,500
Vice President 1,000
Assistant Vice President 500
As described in the Option Grant Table in this Proxy Statement, in
December 1993 Mr. Klein and four of the other named executive officers were
each awarded options to purchase 10,000 shares of the Company's Common
Stock. The Committee believed these awards were justified based upon the
continued strong performance of the Company and the Bank under the
leadership of these officers. Mr. Atlas retired effective December 17,
1993, and accordingly no additional options were awarded to him in 1993.
Termination Benefits. It is the Company's policy to negotiate
termination benefits of departing executive officers of the Company at the
time of separation from service with the Company. Mr. Atlas entered into
a contract with the Company dealing with his separation from service. See
"Executive Compensation--Employment and Consulting Agreements."
Planning and Management Committee
Raymond L. Sales, Chair
Leslie D. Aberson William C. Ballard
Martha Layne Collins Al J. Schneider
Thomas E. Sandefur, Jr. Henry C. Wagner
<PAGE>
COMPENSATION COMMITTEE
INTERLOCKS AND INSIDER PARTICIPATION
The Planning and Management Committee of the Board of Directors is
responsible for executive compensation decisions as described above.
During 1993, the committee consisted of Raymond L. Sales, Leslie D.
Aberson, Martha Layne Collins, Al J. Schneider and Henry C. Wagner. Mr.
Sales is a partner in the law firm of Segal, Isenberg, Sales, Stewart and
Cutler, which the Company retained to perform various legal services during
1993. Mr. Schneider is 75% owner of the Bank of Louisville Building
Venture ("Building Venture"). The Bank leased its main office facilities
from the Building Venture at an annual cost of $361,666 for all of 1993.
Mr. Schneider is also 33% owner of Al J. Schneider & Associates, which
leased certain main office facilities to the Bank for lease payments
aggregating $110,000 during the 1993 fiscal year.
CERTAIN TRANSACTIONS
Robert P. Adelberg, a director of the Company, is President of Robert
Adelberg Insurance Agency, Inc., which acts as an insurance consultant and
agent to the Company with regard to property, liability and blanket bond
insurance services. The Company purchased insurance coverage through the
Robert Adelberg Insurance Agency, Inc. at a cost of $256,368 for the 1993
fiscal year. Robert Adelberg Insurance Agency, Inc. leased space to the
Bank at an annual cost of $24,000 for the 1993 fiscal year.
William C. Ballard, Jr., a director of the Company, is of counsel to the
law firm of Greenebaum Doll & McDonald, which the Company retained to
perform various legal services during the 1993 fiscal year.
Donald G. McClinton, a director of the Company, beneficially owns a 50%
interest in Yellow Cab Company, a courier service to which the Company and
the Bank made payments aggregating $69,266 for courier services rendered
during the 1993 fiscal year.
In the ordinary course of its business, the Company, through the Bank,
has in the past and expects to have in the future, banking transactions
including borrowing, with its directors, officers, principal shareholders
and their associates. When these banking transactions are credit
transactions, they are made in the ordinary course of business, on
substantially the same terms, including interest rates and collateral, as
those prevailing at the time for comparable transactions with other
persons, involving no more than normal risk of collection and presenting
no unfavorable features.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 ("Exchange Act")
requires the Company's directors and executive officers, and persons who
own more than ten percent of the Company's stock, to file with the
Securities Exchange Commission ("SEC") initial reports of stock ownership
and reports of changes in stock ownership. Reporting persons are required
by SEC regulation to furnish the Company with copies of all Section 16(a)
reports they file. Based solely on its review of the copies of such
reports received or written representations, the Company believes that
during the last fiscal year all Section 16(a) filing requirements were
complied with, except that Gail Pohn and Robert Sachs, each an Executive
Vice-President, inadvertently omitted from their respective Form 3's the
grant of 10,000 stock options awarded upon his joining the Company. The
grants were properly reflected on the first Form 4 report filed by each
during 1993.
<PAGE>
COMPARISON OF FIVE-YEAR CUMULATIVE SHAREHOLDER RETURN
The following graph shows the cumulative return experienced by the
Company's shareholders during the last five years compared to the S&P 500
Composite Stock Index and the CRSP Index for NASDAQ Bank Stocks. The graph
assumes the investment of $100 on December 31, 1988 in the Company's Common
Stock and each index and the reinvestment of all dividends paid during the
five-year period.
PERFORMANCE GRAPH UNDER COVER OF FORM SE FILED MANUALLY.
1988 1989 1990 1991 1992 1993
----- ----- ----- ----- ----- -----
Mid-America Bancorp $100 $124 $100 $127 $170 $200
S&P 500 Composite 100 132 128 166 179 197
NASDAQ Bank Stocks 100 111 81 134 194 221
3. ADOPTION OF NON-EMPLOYEE DIRECTORS DEFERRED COMPENSATION PLAN
The Board of Directors has adopted a resolution recommending that
shareholders consider and approve at the Annual Meeting a proposal to
approve the adoption of the Non-Employee Directors Deferred Compensation
Plan ("the Plan"). The Plan permits non-employee directors of the Company
("Participants") to defer in stock or cash the receipt of fees which would
otherwise be paid to the director for services on the Board and its
Committees. The Company currently has 15 non-employee directors who are
eligible to participate in the Plan. The Plan reserves 70,000 shares of
Common Stock of the Company for issuance in connection with any stock
deferrals under the Plan. The full text of the Plan is included as
Appendix A to the Proxy Statement, and the following description of the
material terms of the Plan is qualified in its entirety by reference to the
full text of the Plan.
Fees paid to non-employee directors are not being changed. The Plan
requires Participants to defer 100% of their fees if they make a deferral
election. Participants may elect to have the deferred amounts invested
100% in shares of the Common Stock of the Company (a "Share Election") or
to accumulate and earn interest (a "Cash Election"). In order to comply
with the rules promulgated under Section 16(b) of the Exchange Act, no
Share Election will be effective until six months after the date of the
Share Election, with the result that during such six-month period, the
Participants will be deemed to have made a Cash Election. Once an election
has been made, it will remain in effect with respect to all future amounts
which would otherwise be paid to the Participant as a director until
changed by the filing of a new election in accordance with the terms of the
Plan.
Amounts deferred pursuant to a Cash Election will earn interest at a
floating rate equal to the announced prime rate of Mid-America Bank of
Louisville & Trust Company, compounded annually. To encourage Participants
to purchase shares of the Common Stock of the Company, if a Share Election
is made, the Participant Account will be credited with 110% of the
compensation otherwise payable to the Participant. Participant Accounts
consisting of shares will also be credited as of the payment date for
dividends on the Common Stock in an amount equal to the dividends
attributable to the number of shares held in the Participant Account.
Payments of Participant Account balances will be made on the earliest to
occur of (i) 60 days after the date the Participant ceases to be a
director, (ii) 60 days following a Change in Control of the Company, or
(iii) the date selected by the Participant at the time of electing to
participate in the Plan. The right to receive payments under the Plan is
not assignable or transferable except by will or the laws of descent and
distribution.
Under current tax laws, no income will be recognized by a Participant at
the time of the deferral. Upon payment, the Participant will recognize
ordinary income in an amount equal to the sum of the cash and the fair
market value of the shares received. (The date of the share valuation may
be affected by Section 16(b) of the Exchange Act.) The Company will be
entitled to a deduction equal to the income recognized by the Participant.
The affirmative vote of a majority of shares of the Common Stock cast at
the Annual Meeting on this proposal is required for the approval of the
Plan.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR APPROVAL OF
THE PLAN.
4. INCREASE IN AUTHORIZED COMMON STOCK
The Board of Directors has adopted a resolution recommending that the
shareholders consider and approve at the Annual Meeting a proposal (the
"Second Proposed Amendment") to amend Article IV of the Articles of
Incorporation of the Company to read, in pertinent part, as follows:
"ARTICLE IV
The total number of shares of all classes of capital stock which the
Corporation shall have the authority to issue is 12,750,000 shares
which shall be divided into two classes as follows:
12,000,000 shares of Common Stock, having no par value per
share; and
750,000 shares of Preferred Stock, having no par value per
share.
... ."
The Second Proposed Amendment will increase by 2,000,000 the number of
authorized shares of the Company's Common Stock. Article IV in all other
respects will remain unchanged. The Board of Directors believes it is
advisable to have additional shares of Common Stock available for future
acquisitions, equity financing requirements, payments of stock dividends
or other stock distributions, employee stock incentive programs or other
general corporate purposes. Depending upon the nature and terms of the
transactions in which any additional shares are issued, the issuance may
involve dilution of the equity interests and voting power of existing
stockholders. Although the Board of Directors has no reason to believe
that a takeover of the Company is likely to occur, increasing the number
of authorized shares of Common Stock may provide the Company with the means
of discouraging any such attempt. Management has no present intention of
using the proposed additional shares as an anti-takeover device. Except
for employee stock options and existing plans providing for the issuance
of stock, the Company has no present plans, arrangements or understandings
which would require the issuance of any shares of Common Stock.
The Board of Directors believes that the additional authorized Common
Stock will give the Company greater flexibility by allowing the Company to
issue shares of Common Stock without the expense or delay of obtaining
shareholder approval when additional shares are needed. Further
shareholder authorization would not be necessary prior to any such
issuance, except for certain situations where shareholder approval may be
required under the rules of the American Stock Exchange or Kentucky law.
The affirmative vote of a majority of shares of the Common Stock of the
Company cast at the Annual Meeting on this proposal is required to approve
the Second Proposed Amendment.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR APPROVAL OF
THE SECOND PROPOSED AMENDMENT.
5. RATIFICATION OF INDEPENDENT AUDITORS
At the Annual Meeting, the Board of Directors will recommend and the
shareholders will be asked to ratify the appointment of KPMG Peat Marwick
of Louisville, Kentucky, as independent auditors to audit the consolidated
financial statements of the Company for the year ending December 31, 1994.
KPMG Peat Marwick has acted as the Company's independent auditors since
1990. Representatives of KPMG Peat Marwick will be present at the Annual
Meeting and will be given the opportunity to make a statement if they so
desire, and will answer appropriate questions directed to them relating to
their audit of the Company's consolidated financial statements.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE SELECTION OF KPMG PEAT
MARWICK AS THE COMPANY'S INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER
31, 1994.
6. OTHER MATTERS
The only matters to be considered at the Annual Meeting or any
adjournment thereof, so far as known to the Board of Directors, are those
set forth in the Notice of Meeting and routine matters incident to the
conduct of the meeting. However, if any other matters should properly come
before the meeting or any adjournment thereof, it is the intention of the
persons named in the accompanying form of proxy, or their substitutes, to
vote such proxy in accordance with their judgments in such matters.
SHAREHOLDER PROPOSALS FOR 1995 ANNUAL MEETING
Shareholders who desire to present proposals at the 1995 annual meeting
of shareholders must forward them in writing to the President of the
Company so that they are received no later than November 11, 1994 in order
to be considered for inclusion in the Company's proxy statement for such
meeting.
By order of the Board of Directors
Orson Oliver
President
Louisville, Kentucky
March 9, 1994
<PAGE>
APPENDIX A
MID-AMERICA BANCORP
NON-EMPLOYEE DIRECTORS DEFERRED
COMPENSATION PLAN
ARTICLE 1
Purposes
1.1 Purposes. The purposes of this Non-Employee Directors Deferred
Compensation Plan ("Plan") of Mid-America Bancorp, a Kentucky corporation
("Company"), are to encourage the Company's non-employee directors to
invest in the future of the Company through ownership of an interest in the
Company and to provide flexibility to the Company in attracting and
retaining directors.
ARTICLE 2.
Eligibility and Participation
2.1. Eligibility. Any director of the Company who is not an employee
of the Company or a subsidiary of the Company ("Director") is eligible to
participate in the Plan.
2.2. Participation. A Director shall become a participant in the Plan
("Participant") by filing an Election Form in accordance with the
provisions of Section . A Participant shall remain a Participant until
such time as the Participant has received all payments to which the
Participant is entitled under the terms of the Plan.
ARTICLE 3.
Shares Subject to Plan
3.1 Number of Shares. Subject to adjustment as provided in Section
, the number of shares of the Company's common stock ("Common Stock"),
reserved for issuance under the Plan is 70,000 shares. Any Common Stock
issued under the Plan may consist, in whole or in part, of authorized and
unissued shares or treasury shares.
3.2 Adjustments. In the event of a merger, reorganization,
consolidation, recapitalization, reclassification, split-up, spin-off,
separation, liquidation, stock dividend, stock split, reverse stock split,
share combination, share exchange or other change in the corporate
structure of the Company affecting the Common Stock, the Committee (as
hereinafter defined) shall substitute or adjust the total number and class
of stock or securities which may be issued under the Plan and which are
credited to a Participant's Deferred Stock Account as it determines to be
appropriate and equitable to prevent dilution or enlargement of the rights
of Participants.
ARTICLE 4.
Administration
4.1 The Committee. The Plan shall be administered by the Planning &
Management Committee of the Board of Directors of the Company ("Board"),
or by any other committee ("Committee") appointed by the Board consisting
of two or more directors of the Company who are "disinterested persons"
within the meaning of Rule 16b-3 (or any successor provision) promulgated
under the Securities Exchange Act of 1934, as amended ("Exchange Act").
4.2 Authority of the Committee. The Committee shall have sole
discretion to make all determinations which may be necessary or advisable
for the administration of the Plan. To the extent permitted by law and
Rule 16b-3 promulgated under the Exchange Act, the Committee may delegate
its authority as identified hereunder. All determinations and decisions
made by the Committee pursuant to the provisions of the Plan, and all
related orders or resolutions of the Board, shall be final, conclusive and
binding upon all persons, including the Company, Participants and their
estates and beneficiaries.
4.3. Section 16 Compliance. It is the intention of the Company that
the Plan and the administration of the Plan comply in all respects with
Section 16(b) of the Exchange Act and the rules and regulations promulgated
thereunder. If any Plan provision, or any aspect of the administration of
the Plan, is found not to be in compliance with Section 16(b) of the
Exchange Act, the provision or administration shall be deemed null and
void, and in all events the Plan shall be construed in favor of its meeting
the requirements of Rule 16b-3 promulgated under the Exchange Act.
ARTICLE 5
Deferral Election
5.1 Making of Election
a. Each Director may elect in writing, in the manner and on the form
("Election Form") prescribed by the Committee, to defer payment of all, but
not less than all, of the fees which would otherwise be paid to such
Director by the Company for services on the Board and committees thereof.
An election shall be effective with respect to amounts which would
otherwise be paid to the Participant beginning on or after the first day
of the calendar quarter following the making of the election; provided,
however, that in the case of those persons who are Directors on the date
hereof, the initial election shall become effective as of July 1, 1994.
Once an election has been made, it shall remain in effect with respect to
all future amounts which would otherwise be paid to the Participant as a
Director until changed by the filing of a new election in the manner
provided in Section 5.1.b.
b. In the case of those persons who are Directors on the date hereof,
the initial election, if any, to participate in the Plan shall be made by
April 30, 1994. In the case of Directors elected or reelected at an annual
meeting of the Company, an election or change in an existing election may
only be made within 30 days following the annual meeting. In the case of
a Director elected at other than an annual meeting, the initial election
to participate in the Plan may only be made within 30 days following the
Director's election to the Board. At the time of making any such election
or change in an existing election, the Participant shall further elect, in
accordance with procedures adopted by the Committee, (i) to have either
100% or 50% of the amount of such deferred fees be deemed invested in
Common Stock ("Share Election"), or (ii) to have either 100% or 50% of such
deferred fees deemed invested with interest ("Cash Election"); provided,
however, that in no event shall a Share Election be effective until six
months after the date of the Share Election, with the result that during
such six-month period, the Participant shall be deemed to have made a Cash
Election.
5.2 Participant Account. A Participant Account shall be established
for each Participant. Deferred compensation will be credited to the
Participant's Participant Account as of the date such compensation would
otherwise be payable to the Participant. A Participant Account shall
include a Deferred Cash Account, if a Cash Election has been made, and/or
a Deferred Stock Account, if a Share Election has been made.
5.3 Deferred Cash Account. Each Deferred Cash Account shall be
credited with the amounts deferred on behalf of a Participant plus annual
interest thereon as provided in Section 7.1.
5.4 Deferred Stock Account. Each Deferred Stock Account shall be
credited with 110% of the amounts deferred to the Deferred Stock Account
on behalf of a Participant. Deferred Stock Accounts shall also be credited
as of the payment date for dividends on Common Stock in an amount equal to
the dividends attributable to the number of shares of Common Stock credited
to the Participant's Deferred Stock Account as of the record date set by
the Board for the payment of dividends (the amounts referred to in the
first two sentences of this Section 5.4 are hereinafter referred to as the
"Cash Credits"). As of the last day of March, June, September and December
of each year, there shall be credited to a Participant's Deferred Stock
Account a number of shares of Common Stock equal to that whole number
obtained by dividing (i) the amount of Cash Credits in the Deferred Stock
Account as of such date, by (ii) the fair market value of the Common Stock
(determined as provided in Section 6.1) on such date. Any amount of the
Deferred Stock Account in excess of the number of shares of Common Stock
credited to the Deferred Stock Account shall be treated as a Cash Credit
and held in the Deferred Stock Account until the end of the following
quarterly crediting date.
ARTICLE 6
Fair Market Value
6.1 Fair Market Value. For purposes of this Plan, the fair market
value of the Common Stock on any date shall be (i) if the Common Stock is
listed on a national or regional exchange, or on the NASDAQ National Market
System or a comparable market, the closing price of the Common Stock on
such date, or (ii) if (i) above does not apply, the value determined by the
Committee.
ARTICLE 7
Interest
7.1 Interest on Deferred Cash Account. Interest will be credited to
each Deferred Cash Account at the announced prime rate of Bank of
Louisville as the same shall exist from time to time, changing with each
change in such announced prime rate. This assumed interest shall be
compounded annually and treated as earned from the date deferred
compensation is credited to the Deferred Cash Account to the date of
withdrawal.
ARTICLE 8
Payment of Deferred Amounts
8.1 Limitation on Payment of Deferred Amounts. No payment may be made
from any Participant Account except as provided in this Article 8.
8.2 Time for Payment of Deferred Amounts.
a. Payment of the amount in a Participant Account shall be made upon
the earlier to occur of (i) 60 days following the date the Participant
ceases to be a Director, (ii) the date selected by the Participant at the
time of making a Cash Election or Share Election (which date may be
different for the Cash Election and the Stock Election) or (iii) 60 days
following a Change in Control (as defined in Section 8.2.b). Payment shall
be made in the form of a lump sum, with payment from a Deferred Cash
Account made in cash, and payment from a Deferred Stock Account made in
Common Stock (except for any Cash Credits remaining in the Participant's
Deferred Stock Account, which shall be paid in cash).
b. For purposes of the Plan, a Change in Control shall occur upon (i)
the acquisition by any person after the date hereof of beneficial ownership
of 50% or more of the voting power of the Company's outstanding voting
stock, (ii) five or more of the current members of the Board ceasing to be
members of the Board unless any replacement director was elected by a vote
of either at least 75% of the remaining directors, or of at least 75% of
the shares entitled to vote on such replacement, or (iii) approval by the
stockholders of the Company of (a) a merger or consolidation of the Company
with another corporation if the stockholders of the Company immediately
before such vote will not, as a result of such merger or consolidation, own
more than 50% of the voting stock of the corporation resulting from such
merger or consolidation, or (b) a complete liquidation of the Company or
sale of all, or substantially all, of the assets of the Company.
Notwithstanding the foregoing, a Change in Control shall not occur solely
because 50% or more of the voting stock of the Company is acquired by (i)
a trust which is part of an employee benefit plan maintained by the Company
or its subsidiaries, or (ii) a corporation which, immediately following
such acquisition, is owned directly or indirectly by the stockholders of
the Company in the same proportion as their ownership of stock in the
Company immediately prior to such acquisition.
ARTICLE 9
Miscellaneous
9.1 Assignability. No right to receive payments hereunder shall be
transferable or assignable by a Participant except by will or by the laws
of descent and distribution.
9.2 Amendment or Termination. The Plan may be amended, modified or
terminated by the Board at any time or from time to time. Notwithstanding
the foregoing, without the approval of stockholders of the Company (as may
be required by Section 16 of the Exchange Act and the rules promulgated
thereunder, any national securities exchange or system on which the Common
Stock is then listed or reported or a regulatory body having jurisdiction
with respect hereto), no such amendment, modification or termination may
(i) materially increase the benefits accruing to Participants under the
Plan, (ii) materially increase the total number of shares of Common Stock
which may be issued under the Plan, except as provided in Section or (iii)
materially modify the eligibility requirements for participation in the
Plan. No amendment, modification or termination shall, without the consent
of a Participant, adversely affect such Participant's existing rights under
the Plan.
9.3 Future Director Terms. Nothing in the Plan, nor any action taken
under the Plan, shall be construed as giving any Participant a right to
continue as a Director or require the Company to nominate or cause the
nomination of a Participant for a future term as a Director.
9.4 Participant's Rights Unsecured. The right of any Participant to
receive payment of deferred amounts under the provisions of the Plan shall
be an unsecured claim against the general assets of the Company. The
maintenance of individual Participant Accounts is for bookkeeping purposes
only. The Company is not obligated to acquire or set aside any particular
assets for the discharge of its obligations, nor shall any Participant have
any property rights in any particular assets held by the Company, whether
or not held for the purpose of funding the Company's obligations hereunder.
9.5 Governing Law. To the extent not preempted by Federal law, this
Plan shall be governed by, and construed in accordance with, the laws of
the Commonwealth of Kentucky without regard to its conflict of laws rules.
IN WITNESS WHEREOF, the Company has caused the Plan to be executed by
the Board this 21st day of February, 1994.
MID-AMERICA BANCORP
By: ___________________________
Bertram W. Klein, Chairman of the
Board
<PAGE>
PRELIMINARY COPY - FOR THE INFORMATION OF THE SEC ONLY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
MID-AMERICA BANCORP
500 West Broadway
Louisville, Kentucky 40202
PROXY-ANNUAL MEETING OF STOCKHOLDERS
The undersigned, a shareholder of MID-AMERICA BANCORP, a
Kentucky corporation (the "Company"), hereby appoints BERTRAM W.
KLEIN, ORSON OLIVER and ROBERT H. SACHS, and each of them, the
true and lawful attorneys and proxies with full power of substi-
tution, for and in the name, place and stead of the undersigned,
to vote all of the shares of Common Stock of the Company which
the undersigned would be entitled to vote if personally present
at the Annual Meeting of Shareholders to be held in the Label
Room of the Executive Inn, Louisville, Kentucky on Tuesday, April
21, 1994 at 10:00 a.m. (E.D.T.), and at any adjournment thereof.
The undersigned hereby instructs said proxies or their
substitutes:
1. CREATION OF CLASSIFIED BOARD OF DIRECTORS.
To approve an amendment to the Company's Articles of Incor-
poration to provide for the classification of the Board of
Directors.
[ ] For [ ] Against [ ] Abstain
2. ELECTION OF DIRECTORS:
Class I Nominees: Robert P. Adelberg, Stanley L. Atlas,
Martha Layne Collins, Bertram W. Klein and Al J.
Schneider
Class II Nominees: Henry S. Frazier, Jr., Donald G. McClin-
ton, John S. Palmore, Woodford R. Porter, Sr., Raymond
L. Sales and Thomas E. Sandefur, Jr.
Class III Nominees: Lester D. Aberson, William C. Ballard,
Jr., Peggy Ann Markstein, Orson Oliver, Benjamin K.
Richmond and Henry C. Wagner
[ ] Vote FOR all nominees listed above [ ] WITHHOLD AUTHORITY
(except those listed below) to vote for all
nominees listed
above
INSTRUCTION: To withhold authority to vote for any
individual nominee write that nominee's name in the space
below.
3. ADOPTION OF DEFERRED COMPENSATION PLAN FOR DIRECTORS.
To adopt a plan allowing non-employee members of the Board
of Directors to defer the compensation they receive from the
Company as directors.
[ ] For [ ] Against [ ] Abstain
4. INCREASE THE NUMBER OF AUTHORIZED SHARES.
To approve an amendment to the Company's Articles of Incor-
poration increasing the number of authorized shares of
common stock from 10,000,000 shares to 12,000,000 shares.
[ ] For [ ] Against [ ] Abstain
5. RATIFICATION OF INDEPENDENT AUDITORS.
To ratify the appointment of KPMG Peat Marwick as the
Company's independent auditors to audit the consolidated
financial statements of the Company for the year ending
December 31, 1994.
[ ] For [ ] Against [ ] Abstain
This Proxy is continued on the reverse side. Please sign on
the reverse side and return promptly.
This Proxy, when properly executed, will be voted in accordance
with any directions hereinbefore given. Unless otherwise speci-
fied, this proxy will be voted FOR Proposals 1, 2, 3, 4 and 5.
MANAGEMENT RECOMMENDS A VOTE FOR THE ABOVE MATTERS.
<PAGE>
6. DISCRETIONARY AUTHORITY: To vote with discretionary authority
with respect to all other matters which may properly come before
the meeting.
The undersigned hereby revokes all proxies heretofore given
and ratifies and confirms all that the proxies appointed hereby,
or either of them, or their substitutes, may lawfully do or cause
to be done by virtue thereof. The undersigned hereby acknowledges
receipt of a copy of the Notice of Annual Meeting and Proxy
Statement, both dated March , 1994, and a copy of the Company's
Annual Report for the period ended December 31, 1993.
Please sign exactly as name appears on label. If shares are held
by joint tenants, all parties in the joint tenancy must sign.
When signing as attorney, executor, administrator, trustee or
guardian, please indicate the capacity in which signing. If a
corporation, please sign in full corporate name by president or
other authorized officer. If a partnership, please sign in
partnership name by authorized person.
_______________________________________________________________
Signature Date
_________________________________________________________________
Signature, if held jointly Date
