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 ] No fee required.
[ ] 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:
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2) Aggregate number of securities to which transaction
applies:
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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
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[ ] Check box if any part of the fee is offset as provided by
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offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the Form or Schedule and the
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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 17, 1997, at
10:00 a.m., Eastern Daylight time, for the following purposes:
(1) Election of Directors. To elect six directors in Class
3 for terms expiring at the 2000 Annual Meeting of
Shareholders and one director in Class 2 for a term
expiring at the 1999 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 11, 1997, 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 19, 1997 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 17,
1997, and at any adjournments thereof. This Proxy Statement and
accompanying proxy are first being mailed to shareholders on or
about March 19, 1997. The Company's Annual Report to Shareholders
for the year ended December 31, 1996, including consolidated
financial statements, accompanies this Proxy Statement.
Shares represented by proxies in the accompanying form
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 By-Laws of
the Company, 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 11, 1997 (the "Record Date"), are entitled to vote at
the Annual Meeting or any adjournments thereof. As of the Record
Date, there were 9,452,026 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. Shares
represented by proxies in the accompanying form may be voted
cumulatively, as discussed below under "Election of Directors".
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 below, the Company knows of no shareholder
who beneficially owned more than 5% of the Company's outstanding
Common Stock on the Record Date, February 11, 1997.
Name and Address of Number of Percentage
Beneficial Owner Shares (1) of Class (1)
Bank of Louisville Employee 496,139 5.3%
Stock Ownership Plan
500 W. Broadway,
Louisville, KY 40201
Bertram W. Klein 2,005,190(2) 21.2%
6403 Shrader Lane
LaGrange, Kentucky 40031
(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 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: 1,081,367 shares held in trusts over which Mr. Klein
has sole or shared voting and investment power as trustee or
co-trustee; 209,800 shares held by entities over which Mr.
Klein has sole voting and investment power; 352,325 shares in
which Mr. Klein shares voting power pursuant to powers-of-attorney;
100,000 shares held in a family limited partnership
in which Mr. Klein shares voting power; 35,815 shares held by
Mr. Klein under the Company's 401(K) and Employee Stock
Ownership Plan ("ESOP") at December 31, 1995, the most
current plan information available; and 32,790 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 70,241 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
shareholders. The term of the Directors in Class 3 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 1998 and 1999, and consequently, with one
exception, their successors are not to be elected at this Annual
Meeting. Mr. Cain, who was elected a director at the June, 1996,
meeting of the Board of Directors, is a nominee for director in
Class 2 with a term expiring in 1999. Pursuant to the Articles
of Incorporation, the Board of Directors has set the number of
Directors for 1997 at 18.
The Nominees for Directors in Classes 2 and 3 and the Directors
belonging to Classes 1 and 2 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
information. 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.
Each of the nominees for election as Director is currently a
Director of the Company. With the exception of Mr. Cain, each of
the Nominees was elected a director at the 1994 Annual Meeting
of Shareholders. Mr. Cain was elected a director at the June,
1996, meeting of the Board of Directors. 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.
Total Shares
& Percent
of Class (1)
NOMINEES FOR CLASS 2:
James E. Cain, 58, Director since 1996 154
Mr. Cain serves as Chairman of the
Board of Trustees and Business Manager
of Plumbers Local Union 107,
Louisville, Kentucky. He also serves
as Secretary/Treasurer of the Kentucky
Pipe Trades Association.
NOMINEES for CLASS 3:
Leslie D. Aberson, 60, Director since 1983 20,078 (2)
Mr. Aberson is a partner in the law
firm of Washer, Kaplan, Rothschild,
Aberson & Miller in Louisville,
Kentucky
William C. Ballard, Jr., 56, Director since 1991 13,493 (3)
Mr. Ballard is of counsel to the law
firm of Greenebaum Doll & McDonald,
PLLC, in Louisville, Kentucky. He
served previously as Executive Vice
President and Chief Financial Officer
of Humana, Inc., an integrated health
care services company.
Peggy Ann Markstein, 46, Director since 1992 8,209 (4)
Ms. Markstein is the Assistant
Prosecuting Attorney for the Butler
County Prosecutor's Office in
Hamilton, Ohio.
Orson Oliver, 53, Director since 1979 91,397 (5)
Mr. Oliver is the President of the Company.
Benjamin K. Richmond, 53, Director since 1993 112
Mr. Richmond is the President of the
Louisville Urban League in Louisville,
Kentucky.
Henry C. Wagner, 54, Director since 1989 764
Mr. Wagner is the President and Chief
Executive Officer of Jewish Hospital
Healthcare Services, Inc., a medical
services corporation in Louisville,
Kentucky.
CONTINUING DIRECTORS
DIRECTORS in CLASS 1:
Robert P. Adelberg, 59, Director since 1975 6,056
Mr. Adelberg is the president of
Robert Adelberg Insurance Agency, an
insurance and real estate services
organization in Louisville, Kentucky.
Stanley L. Atlas (6), 59, Director since 1979 306,357 - 3.2%(6)
Mr. Atlas is an investor in
Louisville, Kentucky, and a retired
Executive Vice President of the
Company.
Hon. Martha Layne Collins, 60, Director since 1988 193
Ms. Collins is the President of
Collins & Associates, an economic
development consulting firm in
Lexington, Kentucky. She is also the
Director of International Business &
Management Center at the University of
Kentucky. She was previously the
President of St. Catherine College.
Ms. Collins is the former Governor of
the Commonwealth of Kentucky.
R. K. Guillaume, 53, Director since 1995 28,870 (7)
Mr. Guillaume is Chief Executive
Officer and Vice Chairman of the
Company. He is the former president of
BankOne, Kentucky, in Louisville,
Kentucky.
Bertram W. Klein (8), 66, Director since 1967 2,005,190 - 21.2% (8)
Mr. Klein is the Chairman of the Board
of Directors, and until October, 1995,
Chief Executive Officer, of the
Company.
Bruce J. Roth, 52, Director since 1994 60,497 (9)
Mr. Roth is a certified public
accountant and a partner in the firm
of Louis T. Roth, CPA., in Louisville,
Kentucky.
DIRECTORS in CLASS 2:
Donald G. McClinton, 63, Director since 1980 11,175 (10)
Mr. McClinton is an investor and the
owner of Skylight Thoroughbred
Training Centers, Inc. He is the
former Chairman of Interlock
Industries, Inc. a manufacturing and
transportation services company.
Jerome J. Pakenham, 61, Director since 1995 2,737 (11)
Mr. Pakenham is the Chief Financial
Officer for the Archdiocese of
Louisville.
John S. Palmore, 79, Director since 1983 391
Judge Palmore is a retired Chief
Justice of the Supreme Court of
Kentucky. After his retirement and
until 1995, he practiced law with the
firm of Jackson & Kelly in Lexington,
Kentucky.
Woodford R. Porter, Sr., 78, Director since 1981 2,314
Mr. Porter is the President and Chief
Executive Officer of A.D. Porter &
Sons, a funeral services company in
Louisville, Kentucky.
Raymond L. Sales, 74, Director since 1986 5,422 (12)
Mr. Sales is an attorney and is a
retired partner at the law firm of
Segal, Isenberg, Sales, Stewart,
Cutler & Tillman in Louisville,
Kentucky.
NON-DIRECTOR NAMED OFFICERS
Gail Pohn . . . . . . . . . . . . . . . . . . . . . . 34,809(13)
Steven A. Small . . . . . . . . . . . . . . . . . . . 34,855(13)
Thomas L. Weber . . . . . . . . . . . . . . . . . . . 90,546(14)
All Directors and Executive Officers as a group (29
in number, including the above) . . . . . 2,907,818 - 30.8%(15)
(1) Total Shares are 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. Percentage
ownership is based on 9,452,026 shares outstanding as of
February 11, 1997, 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 percentage of class of the person holding such
options but are not deemed outstanding for computing the
percentage of class for any other person. Unless otherwise
indicated, ownership is less that one percent. Holdings do
not include shares that may be acquired in the future
pursuant to the provisions of the Non-employee Directors
Deferred Compensation Plan. As of December 31, 1996, the
following directors have chosen to participate in this Plan:
Leslie D. Aberson, Donald G. McClinton, Jerome J. Pakenham,
Bruce J. Roth, Raymond L. Sales, and Henry C. Wagner.
(2) Includes 3,832 shares held in trust over which Mr. Aberson
has voting and investment power. Also includes 8,807 shares
held by Mr. Aberson's spouse, as to which shares Mr. Aberson
shares voting and investment power.
(3) Includes 12,159 shares held in trusts with respect to which
Mr. Ballard serves as trustee with the power to vote and
invest such shares.
(4) Includes 1,428 shares held by Ms. Markstein as custodian for
her children and 25 shares held by the spouse of Ms.
Markstein.
(5) Includes 22,482 shares held by Mr. Oliver under the Company's
ESOP at December 31, 1995, the most current plan information
available. Also includes 65,594 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.
(6) Includes 10,393 shares held by Mr. Atlas and his spouse as
joint tenants, as to which Mr. Atlas shares voting and
investment power, 109,068 shares held by the spouse of Mr.
Atlas either directly or as trustee, and 141,464 shares held
in a family limited partnership. 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.
(7) Includes 25,750 shares which Mr. Guillaume may purchase under
options granted under the Company's stock option plans which
are exercisable currently or within 60 days after the Record
Date.
(8) 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.
(9) Includes 1,872 shares held by Mr. Roth's spouse as to which
Mr. Roth shares voting and investment power and 1,658 shares
held by a minor child as to which Mr. Roth has voting and
investment power. Also includes 31,744 shares held in trust
as to which Mr. Roth shares voting and investment power, and
18,854 shares held in partnerships as to which Mr. Roth has
voting and investment power. Also includes 3,977 shares held
by adult children for which Mr. Roth disclaims beneficial
ownership.
(10)Includes 6,075 shares held by Mr. McClinton's spouse, as to
which Mr. McClinton shares voting and investment power.
(11)Includes 1,380 shares held by Mr. Pakenham and his spouse as
joint tenants, as to which Mr. Pakenham shares voting and
investment power.
(12)Includes 1,396 shares held by Mr. Sales' spouse as to which
Mr. Sales shares voting and investment power.
(13)Represents shares which Messrs. Pohn 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 2,019 shares held by Mr. Pohn and 1,535 shares
held by Mr. Small under the Company's ESOP at December 31, 1995,
the most current information available. (These numbers include
shares represented by Company contributions not yet vested.)
(14)Includes 47,080 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 9,916 shares held by Mr. Weber under
the Company's ESOP at December 31, 1995, the most current
information available, and 1,123 shares held by Mr. Weber's
spouse, as to which Mr. Weber shares voting and investment
power.
(15)Includes 477,591 shares which may be purchased by all
Executive 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.
Amounts deferred are payable, in stock or cash, as the case may
be, upon the earlier of the date selected by the participant, the
date the participant ceases to be a director or 60 days following
a "Change in Control" of the Company, as defined in the plan.
Meetings of the Board. During 1996, 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 1996.
Board Committees. The Board of Directors has 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., Jerome
Pakenham, Donald G. McClinton, 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 five
meetings during 1996.
The Planning and Management Committee consists of Raymond L.
Sales, Leslie D. Aberson, William C. Ballard, Jr., James E. Cain,
Martha Layne Collins, Bruce J. Roth, and Henry C. Wagner. This
Committee functions as the compensation committee of the Board
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 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 1996.
The Nominating Committee consists of Robert P. Adelberg, Martha
Layne Collins, Judge John Palmore and Benjamin K. Richmond. 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 1996.
Directors 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., Atria Corp.,
American Safety Razor, Healthcare, REIT and Vencor, Incorporated.
Martha Layne Collins is a director of the Eastman Kodak Company
and R. R. Donnelly & Sons Company. Donald G. McClinton is a
director of Caretenders, Inc.
EXECUTIVE COMPENSATION
The following Summary Compensation Table shows compensation
information for Mr. Bertram W. Klein, Chairman, R. K. Guillaume,
Chief Executive Officer, and four other Executive Officers, as
of year-end 1996, who were the most highly compensated in 1996
(the named executive officers).
SUMMARY COMPENSATION TABLE
Long-Term
Annual Compensation Compensation
Stock
Name and Principal Options All Other
Position Year Salary Bonus(1) (in Shares) Compensation(2)
Bertram W. Klein 1996 $400,000 $111,600 -0- $ 28,143
Chairman of 1995 400,000 -0- 10,300 17,614
the Board 1994 400,000 44,000 -0- 20,127
R. K. Guillaume 1996 $365,000 $101,835 25,750 $ 10,259
Chief Executive 1995 *84,231 -0- -0- -0-
Officer 1994 -0- -0- -0- -0-
Orson Oliver 1996 $315,000 $ 87,885 -0- $ 13,969
President 1995 267,305 -0- 10,300 16,923
1994 253,000 27,830 -0- 13,661
Steven A. Small 1996 $164,285 $ 45,836 -0- $ 14,639
Executive Vice 1995 159,500 -0- 10,300 14,180
President & Chief 1994 145,000 15,950 10,927 3,563
Financial Officer
Thomas L. Weber 1996 $162,982 $ 45,472 -0- $ 16,774
Executive Vice 1995 158,235 -0- 10,300 14,482
President 1994 150,700 16,577 -0- 12,278
Gail Pohn 1996 $160,603 $ 44,808 -0- $ 18,796
Executive Vice 1995 155,925 -0- 10,300 20,390
President 1994 148,500 16,335 -0- 17,846
* Employed only part of 1995.
(1) The amounts shown in this column represent amounts earned
under the Company's Management 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 award based upon
performance criteria established by the Plan. (See
Compensation Committee Report on Executive Compensation). The
bonuses reflected in this chart were paid in 1997 based upon
1996 performance.
(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
participant's compensation. Also includes Company
contributions under 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.
(b) Amounts paid to the following named executive officers
under the Bank's Key-Per Plan during 1996, as follows: Mr.
Klein, $5,633, Mr. Oliver, $5,856, and Mr. Weber, $6,981.
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) 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 $5,000 pursuant to an agreement to forego
a contractual right.
OPTION GRANTS IN 1996
The following table sets forth information as to the stock
options granted to the named executive officers during 1996
pursuant to the Company's Incentive Stock Option Plan.
Potential Realizable
Value at Assumed
Percentage of Annual Rates
Total Options of Stock Price
Granted to Exercise Appreciation for
Options Employees in Price Expiration Option Term(2)
Name Granted(1) fiscal 1996 ($/Share) Date 5% 10%
Bertram W. Klein -0- 0% n.a. n.a. n.a. n.a.
R. K. Guillaume 25,750 100% 17.71 11/18/06 $286,796 $726,798
Orson Oliver -0- 0% n.a. n.a. n.a. n.a.
Gail Pohn -0- 0% n.a. n.a. n.a. n.a.
Steven A. Small -0- 0% n.a. n.a. n.a. n.a.
Thomas L. Weber -0- 0% n.a. n.a. n.a. n.a.
(1) The options to Mr. Guillaume were granted on November 18,
1996 and were immediately exercisable. 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") reported consolidated trading on the date of grant.
The number of options and the exercise price shown have been
adjusted to reflect the effect of a stock dividend in 1996
after the grant of the options.
(2) Based on actual option term and annual compounding,
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 future performance of the Company's Common
Stock.
AGGREGATED OPTION EXERCISES IN
LAST FISCAL YEAR AND FISCAL YEAR-END VALUES
The following table provides information about options
exercised during 1996, and the unexercised options held at
December 31, 1996 by the Named Officers. None of the named
executive officers exercised SARs during 1996 or held SARs at the
fiscal year-end. The value of the unexercised options is
calculated based on the difference between the exercise price and
the closing price of Common Stock as of December 31, 1996, as
reported by the AMEX consolidated transaction reporting system
($19.00).
<TABLE>
<CAPTION>
Number of Securities
Underlying Unexercised Value of Unexercised
Options Held at In-the-Money Options/SARs
Fiscal year-end at Fiscal year-end($)
Shares
Acquired on Value
Name Exercise(#) Realized($)* Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C> <C> <C>
Bertram W. Klein 12,389 $ 67,107 32,790 -0- $ 58,358 -0-
R. K. Guillaume -0- -0- 25,750 -0- 23,690 -0-
Orson Oliver -0- -0- 65,594 -0- 362,766 -0-
Steven A. Small -0- -0- 32,790 -0- 84,407 -0-
Thomas L. Weber 5,000 25,539 47,080 -0- 211,738 -0-
Gail Pohn -0- -0- 32,790 -0- 108,603 -0-
</TABLE>
* 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.
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 full time 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,
and part time employees who have completed 1,000 hours of service
in the previous 12 month period, are generally eligible to
participate in the Plan.
The table set forth below shows the estimated annual 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 15 Years 20 Years 25 Years 30 Years 35 Years
$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 89,520 111,900 134,280 156,660
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
Covered compensation includes base salary. 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 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, 1996, 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, 43 years; R. K. Guillaume, 1 year; Orson Oliver, 21
years; Steven A. Small, 3 years; Thomas L. Weber, 12 years, and
Gail Pohn, 4 years.
Employment Contracts, Termination and
Change in Control Arrangements
The Company and the Bank have employment agreements with R. K.
Guillaume, Orson Oliver, Steven A. Small and Gail Pohn. These
agreements were entered into in 1995. Mr. Guillaume was employed
as Vice Chairman and Chief Executive Officer of the Company and
the Bank. Pursuant to his agreement, he 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 control, he will receive such payments in a lump sum without
discount. The agreement with Mr. Oliver provides for 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 following three
years, provided he remains employed. Mr. Pohn and Mr. Small have
agreements expiring in 2003 and 2008, respectively. 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 length of the extension period. If
they are terminated (or constructively 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.
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 1996.
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. The base
salary of the Chairman and the Vice Chairman and Chief Executive
Officer were not changed in 1996.
Incentive Compensation. The Committee believes that a portion
of an executive officer's cash compensation should be subject to
specific performance criteria. To accomplish this objective, the
Company, in 1996, adopted a Management 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 financial performance of the Company.
An annual award is based on the annual increase in Earnings Per
Share for the award period over the previous period. A three-year
award is based on (i) the three-year average increase in Earnings
Per Share, (ii) the three-year average Return on Average Assets,
and (iii) the three-year average Return on Equity. The Bonus Plan
is open to participation by Executive Vice Presidents and above,
Senior Vice Presidents and Vice Presidents of the Company and the
Bank. The aggregate amount of cash award for a fiscal year is
calculated for each of the aforementioned groups according to a
schedule comparing the relevant increases or results for the
Award Period to a predetermined performance standard. When an
increase or result is above or below the target performance
standard, the actual award fund is adjusted upward or downward
from the target award. The aggregate amount of the annual award
is apportioned between corporate performance and individual
performance for the groups below Executive Vice President. The
individual performance portion is discretionary with the
Committee and is 25% of the annual award for Senior Vice
Presidents and 50% of the annual award for Vice Presidents.
Stock Option Program. The Company has adopted the 1995
Incentive Stock Option Plan. The Committee believes that by
providing those officers who have substantial responsibility 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 personnel and in contributing
to the long term objectives of the Company. 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.
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. Decisions concerning options for a particular year are
made in the following year. Thus, in 1996 the Committee decided
that no award of options would be granted based upon the
performance of the Company during 1995.
At its meeting of November 18, 1996, the Committee recommended
and the Board approved a grant to R. K. Guillaume, Vice Chairman
and Chief Executive Officer, of options for 25,000 shares of the
Company at the fair market value of the stock on that date. Mr.
Guillaume was employed in October, 1995, as Vice Chairman and
Chief Executive Officer. The options were granted for two primary
reasons. First, the Committee believes that they align even more
closely Mr. Guillaume's interests with those of shareholders,
since no rewards are realized unless the stock value increases.
Second, they are the most prevalent type of long term incentive
at peer banks and the issuance of options enables the Company to
be competitive in that respect.
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, Jr. James E. Cain
Martha Layne Collins Bruce J. Roth
Henry C. Wagner
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 1996, the committee consisted of Raymond L. Sales,
Leslie D. Aberson, William C. Ballard, Jr., James E. Cain, Martha
Layne Collins, Bruce J. Roth and Henry C. Wagner. Mr. Sales was
a partner in the law firm of Segal, Isenberg, Sales, Stewart,
Cutler & Tillman, which the Company retained to perform various
legal services during 1996.
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 associates. 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 unfavorable features.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
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 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 during the
last fiscal year or written representations, the Company believes
that all reports required by Section 16(a) during the most recent
fiscal year or prior fiscal years were filed on a timely basis.
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 NASDAQ
CRSP Bank Index. The graph assumes the investment of $100 on
December 31, 1991 in the Company's Common Stock and each index
and the reinvestment of all dividends paid during the five-year period.
12/31/91 12/31/92 12/31/93 12/31/94 12/31/95 12/31/96
Mid-America Bancorp 100.00 133.91 157.35 160.71 181.88 205.91
S&P 500 100.00 107.62 118.47 120.03 165.13 202.89
Nasdaq - Banks 100.00 145.55 165.99 165.38 246.32 325.60
INDEPENDENT AUDITORS
The selection of independent auditors to audit the Company's
consolidated financial statements for the year ended December
31,1997, 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 independent auditor
following its receipt of the recommendation of the Audit
Committee by the end of the second quarter of 1997. 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 statements.
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 17, 1997, 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 19, 1997
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 SHAREHOLDERS
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 17, 1997, 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: James E. Cain, Leslie D. Aberson, William C. Ballard, Jr.,
Peggy Ann Markstein, Orson Oliver, Benjamin K. Richmond,
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.
This Proxy is continued on the reverse side. Please sign on the reverse side
and return promptly.
<PAGE>
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 19, 1997 and a copy
of the Company's Annual Report for the period ended December 31, 1996.
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
