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
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2)
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c)
or 240.14a-12
Mid-America Bancorp
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
[ X ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1),
14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to
Exchange Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction
applies:
__________________________________________________________
2) Aggregate number of securities to which transaction
applies:
___________________________________________________________
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it
was determined):
___________________________________________________________
4) Proposed maximum aggregate value of transaction:
___________________________________________________________
5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the Form or Schedule and the
date of its filing.
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4) Date Filed:
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<PAGE>
MID-AMERICA BANCORP
500 West Broadway
Louisville, Kentucky 40202
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
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 William Ray Gallery of the Kentucky Derby
Museum at Churchill Downs, 704 Central Avenue, Louisville,
Kentucky 40208, on April 18, 1996, at 10:00 a.m., Eastern
Daylight time, for the following purposes:
(1) Election of Directors. To elect six directors in Class 2
for terms expiring at the 1999 Annual Meeting of Share-
holders and one director in Class 1 for a term expiring
at the 1998 Annual Meeting of Shareholders.
(2) 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 16, 1996, 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 BY REVOKING THE PROXY AT ANY TIME BEFORE IT IS
EXERCISED.
By Order of the Board of Directors
Louisville, Kentucky Orson Oliver
March 18, 1996 President
<PAGE>
MID-AMERICA BANCORP
500 West Broadway
Louisville, Kentucky 40202
PROXY STATEMENT
GENERAL INFORMATION
The proxy accompanying this Proxy Statement is being solicited
by the Board of Directors of Mid-America Bancorp, a Kentucky
corporation (the "Company"), for use in connection with the
Annual Meeting of Shareholders (the "Annual Meeting") to be held
in the William Ray Gallery of the Kentucky Derby Museum at
Churchill Downs, 704 Central Avenue, Louisville, Kentucky 40208,
at 10:00 a.m., Eastern Daylight time, on Thursday, April 18,
1996, and at any adjournments thereof. This Proxy Statement and
accompanying proxy are first being mailed to shareholders on or
about March 18, 1996. The Company's Annual Report to Share-
holders for the year ended December31, 1995, including consoli-
dated financial statements, has previously been mailed.
Shares represented by proxies in the accompanying form which
are received by the Company properly signed and dated will be
voted at the Annual Meeting or any adjournments thereof in
accordance with the instructions specified. If no instructions
are given, the shares represented by the proxy will be voted FOR
the Nominees for director named below in this Proxy Statement
and, in the discretion of the person(s) named in the accompanying
proxy or their substitutes, for any other matter that may be
brought before the Annual 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 major 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 16, 1996 (the "Record Date"), are entitled to vote at
the Annual Meeting or any adjournments thereof. As of the Record
Date, there were 9,098,895 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. Shareholders have cumulative voting rights in the
election of directors. 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. The seven
Nominees receiving the most votes at the Annual Meeting will be
elected directors.
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 and broker non-votes 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. Abstentions and
broker non-votes will have no effect on matters decided by a
plurality vote, such as the election of directors.
PRINCIPAL SHAREHOLDERS
Except as set forth on the following page, the Company knows
of no shareholder who beneficially owned more than 5% of the
Company's outstanding Common Stock on the Record Date, February
16, 1996.
<TABLE>
Name and Address of Number of Percentage
Beneficial Owner Shares (1) of Class (1)
<S> <C> <C>
Bertram W. Klein 1,945,107(2) 21.4%
6403 Shrader Lane
LaGrange, Kentucky 40031
</TABLE>
______________________________
(1) Based upon information furnished to the Company by Mr. Klein
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 of which the person has the right to acquire
beneficial ownership within 60 days. Unless otherwise
indicated, the named person has sole voting and investment
power with respect to the shares shown for him. The numbers
shown include shares which are not currently outstanding but
of which the named person has the right to acquire benefi-
cial 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: 1,059,090 shares held in trusts over which Mr. Klein
has sole or shared voting and investment power as trustee or
co?trustee; 29,419 shares held by entities over which Mr.
Klein has sole voting and investment power; 552,414 shares
in which Mr. Klein shares voting power pursuant to pow-
ers?of?attorney; 34,877 shares held by Mr. Klein under the
Company's 401(K) and Employee Stock Ownership Plan ("ESOP")
at December 31, 1994, the most current plan information
available; and 44,225 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
stock option plans of the Company. Also includes 68,196
shares held by Mr. Klein's spouse, with respect to which Mr.
Klein shares voting and investment power.
ELECTION OF DIRECTORS
The Board of Directors of the Corporation is divided into three
classes -- for convenience denominated Class 1, Class 2, and
Class 3 -- whose terms of office are staggered so that only one
class of directors is elected at an annual meeting of share-
holders. The term of the Directors in Class 2 expires this year,
and their successors are to be elected at this Annual Meeting.
The terms of the Directors in the other two classes do not expire
until 1997 and 1998, and consequently, with one exception, their
successors are not to be elected at this Annual Meeting. Mr.
Guillaume, who was elected a director at the October, 1995,
meeting of the Board of Directors, is a nominee for director in
Class 1 with a term expiring in 1998. Pursuant to the Articles
of Incorporation, the Board of Directors has set the number of
Directors for 1996 at 18.
The Nominees for Directors in Classes 1 and 2 and the Directors
belonging to Classes 1 and 3 whose terms of office will extend
beyond the Annual Meeting, are set forth on the following pages,
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 infor-
mation. Information relating to the ownership of shares by the
executive officers named in the Summary Compensation Table, and
all the directors and executive officers as a group, is also
included.
With the exception of Mr. Pakenham and Mr. Guillaume, each of
the Nominees was elected a director at the 1994 Annual Meeting
of Shareholders. Mr. Pakenham was elected a director at the
April, 1995, meeting of the Board of Directors. Mr. Guillaume was
elected a director at the October, 1995, meeting of the Board of
Directors upon his appointment as Vice Chairman and Chief
Executive Officer of the Company. Although it is not anticipated
that any of the Nominees will decline or be unable to serve, if
that should occur, the persons named in the accompanying proxy,
or their substitutes, may, in their discretion, vote for
substitute nominees. In addition, if any shareholder(s) shall
vote shares cumulatively or otherwise for the election of a
director or directors other than the Nominees named below, or
substitute nominees, the persons named in the accompanying proxy,
or their substitutes, will have the discretionary authority to
vote cumulatively for some number less than all of the Nominees
named below or any substitute nominees, and for such persons
nominated as they may choose. All information is presented as of
the Record Date unless otherwise noted.
<TABLE>
Positions and % of
Name Age Offices Director Principal Total Class
Currently Held Since Occupation Shares(1) (2)
NOMINEES FOR CLASS 2
<S> <C><C> <C> <C> <C> <C>
Donald G. McClinton 62 Director 1980 Investor, owner 10,851(4) (3)
Skylight
Thoroughbred
Training Centers,
Inc.; formerly,
Chairman,
Interlock
Industries, Inc.,
manufacturing
and
transportation
services
John S. Palmore 78 Director 1983 Attorney, 380 (3)
Jackson & Kelly,
Lexington,
Kentucky; Retired
Chief Justice,
Supreme Court of
Kentucky
Woodford R. Porter, Sr. 77 Director 1981 President and 2,247 (3)
Chief Executive
Officer, A.D.
Porter & Sons,
funeral services
Raymond L. Sales 73 Director 1986 Attorney, Partner, 5,265(5) (3)
Segal, Isenberg,
Sales, Stewart,
Cutler & Tillman
Thomas E. Sandefur, Jr. 56 Director 1985 Retired Chairman 1,923 (3)
and Chief
Executive Officer,
Brown &
Williamson
Tobacco Corp.,
tobacco
products; San
Destin, Florida
Jerome J. Pakenham 60 Director 1995 Chief Financial 2,658(6) (3)
Officer,
Archdiocese of
Louisville
NOMINEE FOR CLASS 1
R. K. Guillaume 52 Vice Chairman, 1995 Chief Executive 1,030 (3)
Director and Officer and Vice
Chief Executive Chairman of the
Officer Company. Former
President of
BankOne,
Kentucky
CONTINUING DIRECTORS
DIRECTORS of CLASS 1
Robert P. Adelberg 58 Director 1975 President, Robert 5,880 (3)
Adelberg
Insurance
Agency,
insurance and
real estate
services
Stanley L. Atlas(7) 58 Director 1979 Investor, Retired 287,435(7) 3.2%
Executive Vice
President of
Company
Martha Layne Collins 59 Director 1988 President, Collins 188 (3)
& Associates,
economic
development
consulting,
Lexington,
Kentucky;
President, St.
Catherine College;
Former Governor
of Kentucky
Bruce J. Roth 51 Director 1994 Partner, Louis T. 58,674(8) (3)
Roth, CPA
Bertram W. Klein(9) 65 Chairman of 1967 Chairman of the 1,945,107(9) 21.4%
the Board Board and until
October, 1995,
Chief Executive
Officer of the
Company
DIRECTORS of CLASS 3
Leslie D. Aberson 59 Director 1983 Attorney, Partner, 19,494(10) (3)
Washer, Kaplan,
Rothschild,
Aberson & Miller
William C. Ballard, Jr. 55 Director 1991 Attorney, Of 13,102(11) (3)
Counsel,
Greenebaum Doll
& McDonald
PLLC, Louisville,
Kentucky; retired
Executive Vice
President and
Chief Financial
Officer, Humana
Inc., integrated
health care
services
Peggy Ann Markstein 45 Director 1992 Assistant 7,948(12) (3)
Prosecuting
Attorney, Butler
County
Prosecutor's
Office, Hamilton,
Ohio
Orson Oliver 52 Director and 1979 President of the 88,525(13) (3)
President Company
Benjamin K. Richmond 52 Director 1993 President, 109 (3)
Louisville Urban
League
Henry C. Wagner 53 Director 1989 President and 742 (3)
Chief Executive
Officer, Jewish
Hospital
Healthcare
Services, Inc.,
and Jewish
Hospital, Inc.,
medical services
</TABLE>
NON-DIRECTOR NAMED OFFICERS
Total % of
Shares(1) Class(2)
Gail Pohn . . . . . . . . . . . . . . . . . . . . . .33,092(14) (3)
Robert H. Sachs . . . . . . . . . . . . . . . . . . .33,005(14) (3)
Steven A. Small . . . . . . . . . . . . . . . . . . 33,125(14) (3)
Thomas L. Weber . . . . . . . . . . . . . . . . . . .92,417(15) (3)
All Directors and Executive Officers as a group
(29 in number, including the above). .. . . . . . 2,780,785(16) 30.6%
________________________________________
(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 9,098,895 shares outstanding as of February 16, 1996,
the Record Date for the Annual Meeting. Shares of Common
Stock subject to options exercisable within 60 days of the
Record Date are deemed outstanding for computing the percent-
age of class of the person holding such options but are not
deemed outstanding for computing the percentage of class for
any other person.
(3)
Less than 1%.
(4)Includes 5,899 shares held by Mr. McClinton's spouse, as to
which shares Mr. McClinton shares voting and investment power.
(5)
Includes 1,356 shares held by Mr. Sales' spouse as to which
Mr. Sales shares voting and investment power.
(6)
Includes 1,340 shares held by Mr. Pakenham and his spouse as
joint tenants, as to which Mr. Pakenham shares voting and
investment power.
(7)Includes 10,091 shares held by Mr. Atlas and his spouse as
joint tenants, as to which Mr. Atlas shares voting and invest-
ment power. 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.
(8)
Includes 1,818 shares held by Mr. Roth's spouse as to which
Mr. Roth shares voting and investment power and 1,611 shares
held by a minor child as to which Mr. Roth has voting and
investment power. Also includes 30,820 shares held in trust as
to which Mr. Roth shares voting and investment power, and
18,306 shares held in partnerships as to which Mr. Roth has
voting and investment power. Also includes 3,863 shares held
by adult children for which Mr. Roth disclaims beneficial
ownership.
(9)See footnote 2 to "PRINCIPAL SHAREHOLDERS" for a description
of the shares beneficially owned by Mr. Klein. Mr. Klein's
sons, David N. Klein and Richard B. Klein, are executive
officers of the Company. Mr. Klein is the first cousin of Mr.
Atlas' spouse.
(10)Includes 2,421 shares held in trust over which Mr. Aberson has
voting and investment power. Also includes 8,551 shares held
by Mr. Aberson's spouse, as to which shares Mr. Aberson shares
voting and investment power.
(11)Includes 11,806 shares held in trusts with respect to which
Mr. Ballard serves as trustee with the power to vote and
invest such shares.
(12)Includes 1,388 shares held by Ms. Markstein as custodian for
her children.
(13)Includes 21,613 shares held by Mr. Oliver under the Company's
ESOP at December 31, 1994, the most current plan information
available. Also includes 63,687 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)Represents shares which Messrs. Pohn, Sachs and Small may
purchase pursuant to options granted under their employment
agreements with the Company and under the Company's stock
option plans and exercisable currently or within 60 days after
the Record Date. This also includes 1,256 shares held by Mr.
Pohn, 1,169 shares held by Mr. Sachs and 774 shares held by
Mr. Small under the Company's ESOP at December 31, 1994, the
most current information available. (These numbers include
shares represented by Company contributions not yet vested.)
(15)Includes 50,711 shares which Mr. Weber may purchase under
options granted under the Company's stock option plans which
are exercisable currently or within 60 days after the Record
Date. This also includes 9,112 shares held by Mr. Weber under
the Company's ESOP at December 31, 1994, the most current
information available, and 1,091 shares held by Mr. Weber's
spouse, as to which Mr. Weber shares voting and investment
power.
(16)Includes 451,993 shares which may be purchased by all Execu-
tive Officers as a group under options granted pursuant to
employment contracts and/or the Company's stock option plans
which are 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. Under the Company's Non-employee
Directors Deferred Compensation Plan, non-employee Directors
may elect to defer director's fees into a participant account
that includes a deferred stock account (consisting of shares
of Common Stock of the Company) and/or a deferred cash account
(which bears interest at the Bank's prime rate). Deferrals
into the deferred stock account are credited at the rate of
110% of the applicable fee.
Meetings of the Board. During 1995, the Board of Directors of
the Company held 11 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 1995.
Board Committees. The Board of Directors has an Audit Commit-
tee, Planning and Management Committee and Nominating Commit-
tee, each of which is comprised solely of non-employee direc-
tors.
The Audit Committee consists of William C. Ballard, Jr.,
John S. Palmore, Donald G. McClinton, 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 regulatory
examiners and independent auditors, reviews reports concerning
the internal control structure and other similar matters, and
makes recommendations to the Board of Directors as may be
appropriate. The Audit Committee held six meetings during
1995.
The Planning and Management Committee consists of Raymond L.
Sales, Leslie D. Aberson, William C. Ballard, Jr., Martha
Layne Collins, Bruce J. Roth, Thomas E. Sandefur, Jr., and
Henry C. Wagner. This Committee functions as the compensation
committee of the Board to review the compensation of execu-
tive 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 Incentive Stock Option Plan. In addition, this
Committee works with Company management regarding strategic
planning issues. The Planning and Management Committee met six
times during 1995.
The Nominating Committee consists of Robert P. Adelberg,
Martha Layne Collins, Benjamin K. Richmond and Henry C.
Wagner. The duties of the Nominating Committee 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 1995.
Other Directorships. Directors of the Company hold director-
ships in other companies registered under Section 12 or sub-
ject to the reporting requirements of Section 15(d) of the
Securities Exchange Act of 1934, or registered as an invest-
ment 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, Incorporated;
Martha Layne Collins is a director of the Eastman Kodak Compa-
ny and R. R. Donnelly & Sons Company; and Henry C. Wagner is a
director of Lumex, Inc.
EXECUTIVE COMPENSATION
The following Summary Compensation Table shows compensation
information for Mr. Bertram W. Klein, Chairman, R. K.
Guillaume, Chief Executive Officer and five other Executive
Officers, as of year-end 1995, who were the most highly com-
pensated in 1995.
<TABLE>
SUMMARY COMPENSATION TABLE
Long-Term
Annual Compensation Compensation All Other
Name and Stock Options Compensation(2)
Principal Position Year Salary Bonus(1) (in Shares)
<S> <C> <C> <C> <C> <C>
Bertram W. Klein 1995 $400,000 $ -0- 10,300 $17,614
Chairman of the 1994 400,000 44,000 -0- 20,127
Board and until 1993 352,000 38,720 10,609 43,595
October, 1995,
Chief Executive
Officer
R. K. Guillaume 1995 84,231 -0- -0- -0-
Chief Executive 1994 -0- -0- -0- -0-
Officer since 1993 -0- -0- -0- -0-
October, 1995
Orson Oliver 1995 267,305 -0- 10,300 16,923
President 1994 253,000 27,830 -0- 13,661
1993 230,000 25,300 10,609 13,951
Steven A. Small 1995 159,500 -0- 10,300 16,180
Executive Vice 1994 145,000 15,950 10,927 3,563
President & Chief 1993 *145,000 -0- 10,609 972
Financial Officer
Thomas L. Weber 1995 158,235 -0- 10,300 14,482
Executive Vice 1994 150,700 18,084 -0- 12,278
President 1993 137,000 15,070 10,609 8,665
Gail Pohn 1995 155,925 -0- 10,300 20,390
Executive Vice 1994 148,500 16,335 -0- 17,846
President 1993 *135,000 14,849 10,609 6,000
Robert H. Sachs 1995 155,925 -0- 10,300 13,458
Executive Vice 1994 148,500 16,335 -0- 10,064
President & 1993 *125,000 13,750 56,490 (3) -0-
General Counsel
* Salary at annual rate for comparison purposes: employed only part of 1993.
</TABLE>
(1)
The amounts shown in this column represent amounts earned
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 (See "Compensation
Committee Report on Executive Compensation").
(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 1/2% of the partic-
ipant's compensation. Also includes Company contributions
under the Company's Benefit Restoration Plan, a defined bene-
fit plan intended to restore benefits unavailable to partici-
pants 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 KeyPer Plan during 1995, as follows: Mr.
Klein, $5,633; Mr. Oliver, $5,856; and Mr. Weber, $2,909. 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, provid-
ed the participant remains employed by the Bank during such
period. There have been no participants added to the Key-Per
Plan since 1986.
(c) A bonus available to all employees based on the earnings
of the Company.
(d) For Mr. Pohn, $6,000 pursuant to an employment contract
and for Mr. Small $5,000 pursuant to an agreement to forego a
contractual right.
(3)
Includes 34,954 SARs which are contingent upon the occurrence
of a change in control of the Company prior to December 31,
1998. See discussion under the heading "Employment Contracts,
Termination and Change in Control Arrangements" below.
OPTION GRANTS IN 1995
The following table sets forth information as to the stock
options granted to the named executive officers during 1995
pursuant to the Company's Incentive Stock Option Plan.
<TABLE>
Potential Realizable
Value at
Percentage of of Stock Price
Total Options Exercise Appreciation for
Options Employees in Price Expiration Option Term (3)
Name Granted(1)Fiscal 1995 ($/Share) Date(2) 5% 10%
<S> <C> <C> <C> <C> <C> <C>
Bertram W. Klein 10,300 5.21% $17.35 1/30/00 $ 28,603 $ 82,892
Orson Oliver 10,300 5.21% 15.77 1/30/05 102,152 258,873
Gail Pohn 10,300 5.21% 15.77 1/30/05 102,152 258,873
Robert H. Sachs 10,300 5.21% 15.77 1/30/05 102,152 258,873
Steven Small 10,300 5.21% 15.77 1/30/05 102,152 258,873
Thomas L. Weber 10,300 5.21% 15.77 1/30/05 102,152 258,873
______________________________________
</TABLE>
(1) All options were granted on January 30, 1995 and
first become exercisable January 30, 1996. The
exercise price of each of the options is equal to
the closing price of the Company's Common Stock in
the American Stock Exchange, Inc. ("AMEX") report-
ed 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.
The number of options and the exercise price shown
have been adjusted to reflect the effect of a
stock dividend in 1995 after the grant of the
options.
(2) Because Mr. Klein owns more than 10% of the out-
standing 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) Based on actual option term and annual compound-
ing, without regard to the taxes associated with
gains upon option exercises. These amounts assume
the stated rates of appreciation will be realized.
Actual gains, if any, are dependent upon the fu-
ture performance of the Company's Common Stock, as
well as continued employment of the option holder
through the vesting period.
AGGREGATED OPTION EXERCISES IN
LAST FISCAL YEAR AND FISCAL YEAR?END VALUES
The following table provides information about options
exercised during 1995, and the unexercised options and stock
appreciation rights (SARs) held at December 31, 1995 by the
Named Officers. None of the named executive officers exercised
SARs during 1995 or held SARs at the fiscal year-end, except
as noted in the table. The value of the unexercised options
and SARs is calculated based on the difference between the
exercise price and the closing price of Common Stock as of
December 29, 1995, as reported by the American Stock Exchange
consolidated transaction reporting system ($18.00).
<TABLE>
Number of Securities
Underlying Unexercised Value of Unexercised
Options/SARs Held at In-the-Money Options/SARs
Fiscal Year-End at Fiscal Year-End($)
Shares Value
Acquired on Realized
Name Exercise(#) ($)(1) Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C> <C> <C>
Bertram W. Klein 7,977 $23,612 33,925 10,300 $82,755 $6,695
Orson Oliver 1,360 7,568 53,387 10,300 263,780 22,969
Gail Pohn - 0 - - 0 - 21,536 10,300 47,677 22,969
Robert H. Sachs - 0 - - 0 - 21,536 45,254(2) 36,531 22,969
Steven A. Small - 0 - - 0 - 21,536 10,300 23,528 22,969
Thomas L. Weber - 0 - - 0 - 40,411 10,300 164,778 22,969
</TABLE>
________________
(1) Represents the difference between the market value of
the Common Stock (or the sale price if shares were
sold) on the day of exercise and the option exercise
price.
(2) Includes 34,954 SARs which are contingent upon the
occurrence of a change in control of the Company
prior to December 31, 1998. See discussion under the
heading "Employment Contracts, Termination and Change
in Control Arrangements" below.
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 gov-
ernmental 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.
The table set forth below shows 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 quali-
fied plan benefits.
<TABLE>
PENSION PLAN TABLE
Years of Service
Remuneration 15 Years 20 Years 25 Years 30 Years 35 Years
<C> <C> <C> <C> <C> <C>
$125,000 $27,765 $ 37,020 $ 46,275 $ 55,530 $ 64,785
150,000 33,390 44,520 55,650 66,780 77,910
175,000 39,015 52,020 65,025 78,030 91,035
200,000 44,640 59,520 74,400 89,280 104,160
225,000 50,265 67,020 83,775 100,530 117,285
250,000 55,890 74,520 93,150 111,780 130,410
300,000 67,140 89,520 111,900 134,280 156,650
400,000 89,640 119,520 149,400 179,280 209,160
450,000 100,890 134,520 168,150 201,780 235,410
500,000 112,140 149,520 186,900 224,280 261,660
</TABLE>
Covered compensation includes base salary. If an employee
retires at the later of age 65 or the employee's fifth anni-
versary of participation, the employee will be entitled to a
monthly pension payable for life with a minimum of 120 guaran-
teed 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 1/2 % 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 1/2% 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, 1995, 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, 42 years; Orson Oliver, 20 years; Gail Pohn,
3 years; Robert H. Sachs, 3 years; Steven Small, 2 years; and
Thomas L. Weber, 11 years.
Employment Contracts, Termination and
Change in Control Arrangements
The Company and the Bank have entered into an agreement
with R. K. Guillaume under which Mr. Guillaume was employed as
Vice Chairman and Chief Executive Officer of the Company and
the Bank. This agreement, which contemplates his election as a
director, commenced on October 2, 1995 and terminates October
1, 2000. Mr. Guillaume receives a base annual salary of
$365,000 and participates in the benefit plans of the Company.
If he is unable to work because of disability, he will receive
50% of base salary, continued coverage in the medical, dental,
hospitalization and life insurance programs of the Company and
continued accrual of credited service under the Pension Plan
of the Company to age 65. Mr. Guillaume will receive his base
pay and the continuation of certain benefits for 36 months if
he is terminated without cause or is constructively terminated
without cause. If such termination follows a change in con-
trol, he will receive such payments in a lump sum without
discount.
The hiring of a new chief executive officer triggered the
change in control provisions in the employment agreements of
Orson Oliver, Gail Pohn, Robert Sachs, Steven Small, and three
other executive officers. These provisions, in part, created
five year employment agreements with each executive officer
having the right to resign after two years of service and
receive salary for three years. These agreements have been
cancelled and new agreements have been entered into with each
of these executives.
Pursuant to the new agreement with Mr. Oliver, he receives
a base annual salary of $315,000 and terms otherwise similar
to that of Mr. Guillaume, plus $125,000 upon the completion of
5 years' service and $25,000 per year for each of the follow-
ing three years, provided he remains employed. Mr. Pohn and
Mr. Small have agreements expiring in 2003 and 2008, respec-
tively. If they are terminated (or constructively terminated)
without cause prior to January 1, 2001, they will receive
salary payments and health insurance coverage for the full
term of the agreements. If they are terminated (or construc-
tively terminated) after December 31, 2000, they will receive
a maximum of three years' pay. If the termination is after a
change in control, they will receive, in addition, retirement
benefits as if they had 15 years of credited service.
The agreement with Mr. Sachs incorporates the provisions
of his old agreement which expires on December 31, 1998,
including the grant of 34,954 stock appreciation rights that
upon a change of control prior to December 31, 1998 (and
presuming continued employment), are converted into stock
options. The new agreement provides, in addition, for the
payment of a sum equal to two years' pay at the conclusion of
its term and, if there is a change in control during its term,
the grant of such years of credited service to bring his total
years of credited service for pension purposes to 15.
COMPENSATION COMMITTEE
REPORT ON EXECUTIVE COMPENSATION
The Planning and Management Committee of the Board of
Directors is comprised of the six 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 Commit-
tee has furnished the following report relating to executive
compensation during 1995.
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.
Mr. Klein's last salary increase was in 1994. His salary was
not increased in 1995. Mr. Guillaume became the Chief Execu-
tive Officer in October, 1995. His salary was set at $365,000,
which was in line with competitive salary practices.
Incentive Compensation. The Committee believes that a
portion of an executive officer's cash compensation should be
subject to specific annual performance criteria. To accom-
plish this objective, the Company, in 1991, adopted an Incen-
tive Compensation Plan which (the "Bonus Plan"). The Bonus
Plan is intended to provide an immediate recognition of mana-
gerial 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 Presi-
dents 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 participa-
nt'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-.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 deter-
mining the Return on Assets Ratio only if such ratio is af-
fected by 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) partici-
pants in a manner which accurately recognizes their efforts in
furthering the Company's performance and earnings growth.
For the 1995 fiscal year, the Company's Return on Assets
Ratio was 0.69%. No bonus will be paid to employees under the
Bonus Plan with respect to 1995 performance.
Stock Option Program. The Company has also adopted the
1995 Incentive Stock Option Plan. The Committee believes that
by providing those officers who have substantial responsibili-
ty for the management and growth of the Company and the Bank
an opportunity to increase their ownership of the Company's
Common Stock, the interests of shareholders and executives
will be closely aligned. The Committee also believes that
stock options whether under this Plan or otherwise are an
important component in attracting and keeping quality person-
nel and in contributing to the long term objectives of the
Company. Therefore, persons holding the positions of Assis-
tant 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.
The Committee has discretion in determining whether op-
tions will be awarded in any given year, which eligible offi-
cers will receive options and the number of options to be
received by such officer. Decisions concerning options for a
particular year are made in the following year. Thus, in 1995
the Options Committee made an award of options based upon the
continued strong performance of the Company during 1994. That
award is reflected as 1995 compensation in this Proxy State-
ment. The Committee believes this award is justified based
upon the continued strong performance of the Company and the
Bank under the leadership of these officers.
OBRA Deductibility Limitation. The Omnibus Budget
Reconciliation Act of 1993 prohibits the deduction by public
companies of compensation of certain executive officers in
excess of $1 million, unless certain criteria are met. The
Company has determined not to take any action at this time
with respect to its compensation plans to seek to meet these
criteria.
Planning and Management Committee
Raymond L. Sales, Chairman Leslie D. Aberson
William C. Ballard Martha Layne Collins
Henry C. Wagner Bruce Roth
Thomas E. Sandefur, Jr.
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 1995, the committee consisted of
Raymond L. Sales, Leslie D. Aberson, William C. Ballard,
Martha Layne Collins, Bruce Roth, Thomas E. Sandefur and
Henry C. Wagner. Mr. Sales is a partner in the law firm of
Segal, Isenberg, Sales, Stewart, Cutler & Tillman, which the
Company retained to perform various legal services during
1995.
OTHER TRANSACTIONS
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 lending, with its
directors, officers, principal shareholders and their associ-
ates. Loans made to such persons 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 unfavor-
able features.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT
OF 1934
Section 16(a) of the Securities Exchange Act of 1934
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 initial re-
ports 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) re-
ports 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 reports required
by Section 16(a) were filed on a timely basis.
COMPARISON OF FIVE-YEAR CUMULATIVE SHAREHOLDER RETURN
The following graph shows the cumulative return experi-
enced by the Company's shareholders during the last five years
compared to the S&P 500 Composite Stock Index and the NASDAQ
CRSP Bank Index. The graph assumes the investment of $100 on
December 31, 1990 in the Company's Common Stock and each index
and the reinvestment of all dividends paid during the
five-year period.
<TABLE>
<CAPTION>
12/31/90 12/31/91 12/31/92 12/31/93 12/31/94 12/31/95
<S> <C> <C> <C> <C> <C> <C>
Nasdaq CRSP Bank 100.00 164.09 239.98 272.39 271.41 404.35
Mid-America-KY 100.00 127.63 170.91 200.87 205.18 232.27
S&P 500 Total Return 100.00 130.48 140.41 154.57 156.29 210.57
</TABLE>
INDEPENDENT AUDITORS
The selection of independent auditors to audit the Compa-
ny's consolidated financial statements for the year ended
December 31,1996, has not yet been made. The timing of this
selection has been extended to allow the Audit Committee of
the Board of Directors additional time (both for this year and
in future years) to review the performance of the independent
auditors during the past year, the complete results of the
audit process and to make its recommendation to the Board of
Directors. The Board of Directors intends to select an inde-
pendent auditor following its receipt of the recommendation of
the Audit Committee by the end of the second quarter of 1996.
KPMG Peat Marwick LLP has acted as the Company's independent
auditors since 1990. Representatives of KPMG Peat Marwick LLP
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 state-
ments.
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 1997 ANNUAL MEETING
Shareholders who desire to present proposals at the 1997
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, 1996, 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 18, 1996
APPENDIX TO PROXY STATEMENT
FORM OF PROXY
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 substitution, 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 William Ray Gallery of the Kentucky
Derby Museum at Churchill Downs, 704 Central Avenue, Louisville, Kentucky
40208, on April 18, 1996, at 10:00 a.m., Eastern Daylight time, and at any
adjournment thereof.
The undersigned hereby instructs said proxies or their substitutes:
1. ELECTION OF DIRECTORS.
Nominees: Donald McClinton, John Palmore, Woodford Porter, Sr.,
Raymond Sales, Thomas Sandefur, Jerome Pakenham, Raymond Guillaume.
___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.
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 specified, this proxy will be
voted FOR the nominees named above with the discretionary authority described in
the accompanying proxy statement. MANAGEMENT RECOMMENDS A VOTE FOR THE ABOVE.
2. 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 any 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 18, 1996 and a copy
of the Company's Annual Report for the period ended December 31, 1995.
Please sign exactly as shares are registered. 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 corpo-
ration, please sign in full corporate name by presi-
dent or other authorized officer. If a partnership,
please sign in partnership name by authorized person.
______________________________________________
Signature Date
______________________________________________
Signature, if held jointly Date
Shares
