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:
[ X ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2)
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c)
or ss.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)(1) 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 transac-
tion 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:
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<PAGE>
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.
1) Amount Previously Paid:
-----------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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<PAGE>
PRELIMINARY COPY
MIDAMERICA BANCORP
500 West Broadway
Louisville, Kentucky 40202
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO THE SHAREHOLDERS:
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 22, 1999, at 10:00 a.m., Eastern Daylight time, for the
following purposes:
(1) Election of Directors. To elect seven directors in Class 2 for terms
expiring at the 2002 Annual Meeting of Shareholders.
(2) Amendment to Articles of Incorporation. To increase the number of authorized
shares of the Company's Common Stock from twelve million (12,000,000) to fifteen
million (15,000,000).
(3) 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 18, 1999 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, 1999 PRESIDENT
<PAGE>
PRELIMINARY COPY
MIDAMERICA 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 at the 1999 Annual Meeting of Shareholders (the "Annual
Meeting") and at any adjournments of that meeting. The Annual Meeting will 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 22, 1999. This Proxy Statement and accompanying proxy
are first being mailed to shareholders on or about March 19, 1999. The Company's
Annual Report to Shareholders for the year ended December 31, 1998, including
consolidated financial statements, is also enclosed for your information.
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 under Proposal 1, beginning on page 3,
with the discretionary authority discussed in that section, and FOR the proposed
amendment to the Articles of Incorporation discussed below under Proposal 2,
beginning on page 18. In addition, the shares represented by the proxy will be
voted 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. As of the date of this Proxy Statement, the Board of Directors of the
Company does not know of any other matter that may be presented at 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, Bank of Louisville (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
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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 18,
1999 (the "Record Date"), are entitled to vote at the Annual Meeting or any
adjournments thereof. As of the Record Date, there were 10,267,019 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 "Proposal
1 B 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 the election of directors or matters
decided by a plurality vote, such as the approval of the proposed amendment to
the Company's Articles of Incorporation.
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 18, 1999.
NAME AND ADDRESS OF NUMBER OF PERCENTAGE
BENEFICIAL OWNER SHARES<F1> OF CLASS<F1>
Bertram W. Klein 2,125,369<F2> 20.70%
6403 Shrader Lane
LaGrange, Kentucky 40031
- ------------------------------
<F1> 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
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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 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.
<F2> Includes the following shares beneficially owned by Mr. Klein:
1,148,008 shares held in trusts over which Mr. Klein has sole or shared
voting and investment power as trustee or co-trustee including 518,876
shares (5.05% of outstanding shares of common stock) owned by the Bertram
W. Klein Trust under Will of Isadore Klein, P.O Box 1101, Louisville,
Kentucky 40201; 223,915 shares held by entities over which Mr. Klein has
sole voting and investment power; 368,661 shares in which Mr. Klein shares
voting power pursuant to powers-of-attorney; 106,090 shares held in a
family limited partnership in which Mr. Klein shares voting power; 672
shares held by Mr. Klein under the Company's 401(K) and Employee Stock
Ownership Plan ("ESOP") on December 31, 1997, the most current plan
information available; and 22,765 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 74,518 shares held by Mr. Klein's spouse, with respect to
which Mr. Klein shares voting and investment power.
PROPOSAL 1
ELECTION OF DIRECTORS
The Board of Directors of the Company 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. Senator Wendell H. Ford was elected to the Board of
Directors on February 22, 1999 to fill a vacant Class 1 Director term. He is to
be elected at this Annual Meeting for the remainder of the Class 1 term expiring
in 2001. The term of the Directors in Class 2 expires this year, and their
successors are to be elected at this Annual Meeting. The Directors elected in
Class 2 at the Annual Meeting will serve until the annual meeting of
shareholders in 2002 and the election and qualification of their successors. The
terms of the Directors in the other two classes do not expire until 2000 and
2001, and consequently, with the exception of Senator Ford, their successors are
not to be elected at this Annual Meeting. Pursuant to the Articles of
Incorporation, the Board of Directors has set the number of Directors for 1999
at 19.
The nominees for Directors in Class 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 information. Information
relating to the ownership of shares by the Named Officers in the Summary
Compensation Table, and all the directors and executive officers as a group, is
also included.
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Each of the nominees for election as Director is currently a Director
of the Company. With the exception of Senator Ford, each of the nominees was
elected a director at the annual meeting of shareholders in 1996. The Board of
Directors recommends that shareholders vote for each of the nominees. 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>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Total Shares
& Percent
of Class<F1>
NOMINEES FOR CLASS 1
WENDELL H. FORD, 74, DIRECTOR SINCE 1999 -0-
Senator Ford served as a United States Senator of Kentucky from 1975
until 1999, when he retired.
NOMINEES FOR CLASS 2
JAMES E. CAIN, 60, DIRECTOR SINCE 1996 162
Mr. Cain serves as Chairman of the Board of Trustees of Plumbers Local
Union 107, Louisville, Kentucky. Until 1998 he was the Business
Manager of Plumbers Local Union 107 and the Secretary/Treasurer of
the Kentucky Pipe Trades Association.
DONALD G. MCCLINTON, 65, DIRECTOR SINCE 1980 11,854<F2>
Mr. McClinton is an investor and the President of Skylight Thoroughbred Train-
ing Center, Inc. He is the former Chairman of Interlock Industries, Inc., a
manufacturing and transportation services company.
JEROME J. PAKENHAM, 63, DIRECTOR SINCE 1995 3,526 <F3>
Mr. Pakenham is the Chief Financial Officer for the Archdiocese of
Louisville.
JOHN S. PALMORE, 81, DIRECTOR SINCE 1983 414
Judge Palmore is a retired Chief Justice of the Supreme Court of Ken-
tucky. After his retirement and until 1995, he practiced law with the
firm of Jackson & Kelly in Lexington, Kentucky.
WOODFORD R. PORTER, SR., 80, DIRECTOR SINCE 1981 2,454
Mr. Porter is the President and Chief Executive Officer of A.D. Porter &
Sons, Inc. a funeral services company in Louisville, Kentucky.
RAYMOND L. SALES, 76, DIRECTOR SINCE 1986 4,823<F4>
Mr. Sales is an attorney, serving of counsel to the firm of Segal, Sales, Stewart,
Cutler & Tillman in Louisville, Kentucky. Prior to July 31, 1997, he was a
partner at that firm.
4
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CONTINUING DIRECTORS
DIRECTORS in CLASS 1:
ROBERT P. ADELBERG, 61, DIRECTOR SINCE 1975 6,424
Mr. Adelberg is the president of Robert Adelberg Companies, an insurance and
real estate services organization in Louisville, Kentucky.
HON. MARTHA LAYNE COLLINS, 62, DIRECTOR SINCE 1988 203
Ms. Collins is the President of Martha L. Collins & Associates, an economic
Development consulting firm in Lexington, Kentucky. She is also Executive
Scholar in Resident, Georgetown College, Georgetown, Kentucky. She was
previously the President of St. Catherine College and is the former Governor of
the Commonwealth of Kentucky.
R. K. GUILLAUME, 55, DIRECTOR SINCE 1995 43,626<F5>
Mr. Guillaume is Chief Executive Officer and Vice Chairman of the Company.
He is the former president of Bank One, Kentucky, in Louisville, Kentucky.
DAVID JONES, JR., 41, DIRECTOR SINCE 1997 1,136
Mr. Jones is the Managing Director of Chrysalis Ventures, Inc., a private equity
management company in Louisville, Kentucky since 1994.
BERTRAM W. KLEIN (6), 68, DIRECTOR SINCE 1967
Mr. Klein is the Chairman of the Board of Directors, and until October, 2,125,369-
1995, Chief Executive Officer, of the Company. 20.70%<F6>
BRUCE J. ROTH, 54, DIRECTOR SINCE 1994 91,318<F7>
Mr. Roth is a certified public accountant and a member and partner in the firm of
Louis T. Roth and Co., PLLC in Louisville, Kentucky.
DIRECTORS in CLASS 3:
LESLIE D. ABERSON, 62, DIRECTOR SINCE 1983 19,84<F8>
Mr. Aberson is a partner in the law firm of Rothschild, Aberson, Miller & Goodin
in Louisville, Kentucky.
WILLIAM C. BALLARD, JR., 58, DIRECTOR SINCE 1991 14,313<F9>
Mr. Ballard is of counsel to the law firm of Greenebaum Doll & McDonald,
PLLC, in Louisville, Kentucky. He served previously as Executive Vice
health care services company.
PEGGY ANN MARKSTEIN, 48, DIRECTOR SINCE 1992 10,430<F10>
Ms. Markstein is an Assistant Prosecuting Attorney for the Butler County
Prosecutor's Office in Hamilton, Ohio.
ORSON OLIVER, 55, DIRECTOR SINCE 1979 108,638<F11>
Mr. Oliver is the President of the Company.
BENJAMIN K. RICHMOND, 55, DIRECTOR SINCE 1993 118
Mr. Richmond is the President and Chief Executive Officer of the Louisville
Urban League in Louisville, Kentucky.
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HENRY C. WAGNER, 56, DIRECTOR SINCE 1989 809
Mr. Wagner is the President and Chief Executive Officer of Jewish Hospital
Healthcare Services, Inc., a medical services corporation in Louisville, Kentucky.
NON-DIRECTOR NAMED OFFICERS:
Gail W. Pohn 41,534<F12>
Robert H. Sachs 54,572<F12>
Steven A. Small 30,842<F12>
All Directors and Executive Officers as a group (29 in number, including the above) 2,745,269/26.74%
<F13>
- ------------------------------
</TABLE>
<F1> 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 10,267,019 shares outstanding as of
February 18 1999, 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, 1998, the
following directors have chosen to participate in this Plan: Leslie D.
Aberson, David Jones, Jr., Donald G. McClinton, Jerome J. Pakenham, Bruce
J. Roth, Raymond L. Sales, and Henry C. Wagner.
<F2> Includes 6,444 shares held by Mr. McClinton's spouse, as to which Mr.
McClinton shares voting and investment power.
<F3> Includes 1,950 shares held by Mr. Pakenham and his spouse as joint tenants,
as to which Mr. Pakenham shares voting and investment power.
<F4> Includes 1,480 shares held by Mr. Sales' spouse as to which Mr. Sales
shares voting and investment power.
<F5> Includes 38,831 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. Also includes 1,488
shares held by Mr. Guillaume under the Company's ESOP on December 31, 1997,
the most current plan information available.
<F6> 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.
<F7> Includes the following shares beneficially owned by Mr. Roth: 33,676 shares
held in trust as to which Mr. Roth shares voting and investment power;
42,044 shares held in partnerships as to which Mr. Roth has voting and
investment powers; 10,239 shares in which Mr. Roth shares voting power
pursuant to a power of attorney; and 714 shares held in a foundation as to
which Mr. Roth has voting and investment power. Also includes 1,986 shares
held by Mr. Roth's spouse as to which Mr. Roth shares voting and investment
powers.
<F8> Includes 2,114 shares held in trust and 2,282 shares held in a foundation
over which Mr. Aberson has voting and investment power. Also includes 9,343
shares held by Mr. Aberson's spouse, as to which shares Mr. Aberson shares
voting and investment power.
<F9> Includes 12,898 shares held in trusts with respect to which Mr. Ballard
serves as trustee with voting and investment power.
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<PAGE>
<F10>Includes 3,186 shares held by Ms. Markstein as custodian for her children
and 78 shares held by the spouse of Ms. Markstein as to which Ms. Markstein
shares voting and investment power.
<F11>Includes 25,869 shares held by Mr. Oliver under the Company's ESOP on
December 31, 1997, the most current plan information available. Also
includes 70,508 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.
<F12>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 3,746 shares held by Mr.
Pohn, 3,650 shares held by Mr. Sachs, and 3,222 shares held by Mr. Small
under the Company's ESOP on December 31, 1997, the most current information
available. Mr. Sachs retired from the Company on December 31, 1998.
<F13>Includes 405,662 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. Does not include certain shares beneficially
owned by Stanley L. Atlas and June K. Atlas, as to which they 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 disposing of such shares to any third party.
INFORMATION CONCERNING THE BOARD OF DIRECTORS
DIRECTORS' COMPENSATION. Directors who are not officers of the Company
are paid a fee of $1,250 for attendance at each board meeting, $125 for board
meeting non-attendance, $250 for board committee meeting attendance, and no fee
for board committee meeting non-attendance. Directors who are also Company
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 1998, the Board of Directors of the
Company held 12 regularly scheduled meetings and one annual organizational
meeting. All Directors 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 1998.
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.
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The Audit Committee consists of Donald G. McClinton, Chairman, David
Jones, Jr., Jerome J. Pakenham, Benjamin K. Richmond, 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 5
meetings during 1998.
The Planning and Management Committee consists of Leslie D. Aberson,
Chairman, William C. Ballard, Jr., Martha Layne Collins, Donald G. McClinton,
Bruce J. Roth, Raymond L. Sales, 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 3 times during 1998.
The Nominating Committee consists of Robert P. Adelberg, Chairman,
William C. Ballard, Jr., Martha Layne Collins, and Judge John S. Palmore. 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,
MidAmerica Bancorp, 500 West Broadway, Louisville, Kentucky 40202. The
Nominating Committee did not meet during 1998.
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 American Safety Razor Co., Healthcare Recoveries, Inc., Health
Care REIT, Inc., LG&E Energy Corporation, and United Healthcare Corporation.
Martha Layne Collins is a director of Eastman Kodak Company and Donnelly and
Sons Company. David Jones, Jr. is a director of Humana, Inc. Donald G. McClinton
is a director of Caretenders Health Corporation.
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 1998, who were the
most highly compensated in 1998 (the Named Officers).
8
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<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION LONG-TERM
COMPENSATION
STOCK
OPTIONS ALL OTHER
Name and Principal Position Year Salary Bonus(1) (in Shares) Compensation(2)
Bertram W. Klein
Chairman of the Board 1998 $445,000 $141,866 20,600 $12,832
1997 420,000 133,896 12,360 24,918
1996 400,000 111,600 - 0 - 28,143
R. K. Guillaume
Chief Executive Officer 1998 $425,000 $135,490 20,600 $ 7,200
1997 400,000 127,520 12,360 7,776
1996 365,000 101,835 25,750 10,259
Orson Oliver 1998 $325,000 $103,610 10,300 $13,056
President 1997 315,000 100,422 6,180 13,632
1996 315,000 87,885 - 0 - 13,969
Gail W. Pohn
Executive Vice President 1998 $173,700 $ 55,376 9,940 $ 7,200
1997 167,000 53,240 6,025 21,114
1996 160,603 44,808 - 0 - 18,796
Robert H. Sachs
Executive Vice President* 1998 $173,700 $ 55,376 9,940 $354,600
1997 167,000 53,240 6,025 11,757
1996 160,603 45,472 - 0 - 16,774
Steven A. Small
Executive Vice President & 1998 $184,000 $ 58,659 10,300 $12,200
Chief Financial Officer 1997 174,000 55,471 6,165 17,451
1996 164,285 45,836 - 0 - 14,639
- ----------------------------------
</TABLE>
* Mr. Sachs served as Executive Vice President through December 31, 1998, at
which time he retired.
<F1> The amounts shown in this column as 1998 bonuses 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 1999 based upon 1998 performance.
<F2> Amounts in this column include:
(a) Contributions in 1998 by the Company to the Company's 401(K) and
Employee Stock Ownership Plan, a defined contribution plan (ESOP), in the
amount of $7,200 each on behalf of Mr. Klein, Mr. Guillaume, Mr. Oliver,
Mr. Pohn, Mr. Sachs, and Mr. Small. 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.
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(b) Amounts paid to the following Named Officers under the Bank's Key-Per
Plan as follows: during 1998, Mr. Klein, $5,631 and Mr. Oliver, $5,856. 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) For Mr. Small, $5,000 during 1998 pursuant to an agreement to forego a
contractual right.
(d) For Mr. Sachs, $347,400 pursuant to an employment agreement in
connection with his retirement on December 31, 1998.
OPTION GRANTS IN 1998
The following table sets forth information as to the stock options
granted to the Named Officers during 1998 pursuant to the Company's Incentive
Stock Option Plan.
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
PERCENTAGE OF VALUE AT ASSUMED
TOTAL OPTIONS ANNUAL RATES OF
GRANTED TO EXERCISE STOCK PRICE APPRECI-
OPTIONS EMPLOYEES IN PRICE EXPIRATION ATION FOR
GRANTED<F1> FISCAL 1998 ($/SHARE) DATE OPTION TERM <F2>
5% 10%
<S> <C> <C> <C> <C> <C> <C>
Bertram W. Klein 20,600 10.3% $35.06 01/20/2003 $115,671 $ 335,099
R. K. Guillaume 20,600 10.3% $31.87 01/20/2008 412,883 1,046,327
Orson Oliver 10,300 5.2% $31.87 01/20/2008 206,442 523,163
Steven A. Small 10,300 5.2% $31.87 01/20/2008 206,442 523,163
Gail W. Pohn 9,940 5% $31.87 01/20/2008 199,226 504,878
Robert H. Sachs 9,940 5% $31.87 01/20/2008 199,226 504,878
- --------------------------------------
</TABLE>
<F1> 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 1998 after the grant of the options. The vesting schedule
of the 1995 Incentive Stock Option Plan provides that 25% of each option
award is exercisable following each one-year anniversary date following the
grant date. The 1995 Incentive Stock Option Plan pursuant to which these
options were granted provides for the acceleration and/or cash-out of
options upon the occurrence of certain change of control events.
<F2> 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.
10
<PAGE>
AGGREGATED OPTION EXERCISES IN
LAST FISCAL YEAR AND FISCAL YEAR-END VALUES
The following table provides information about options exercised during
1998, and the unexercised options held on December 31, 1998 by the Named
Officers. None of the Named Officers exercised stock appreciation rights
("SARs") during 1998 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, 1998, as reported
by the AMEX consolidated transaction reporting system ($27.125).
<TABLE>
<CAPTION>
Number of Securities
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTION HELD AT IN-THE-MONEY OPTIONS/SARS
FISCAL YEAR-END AT FISCAL YEAR-END($)
<S> <C> <C> <C> <C> <C> <C>
SHARES
ACQUIRED ON VALUE
NAME EXERCISE(#) REALIZED($)* EXER- UNEXERCISABLE EXERCISABLE UNEXERCISABLE
CISABLE
Bertram W. Klein 11,591 $126,979 14,433 30,147 $145,532 $56,381
R. K. Guillaume -0- -0- 30,499 30,146 310,432 74,514
Orson Oliver 1,648 34,944 66,343 15,073 954,994 37,261
Steven A. Small -0- -0- 22,898 15,060 260,680 37,160
Gail W. Pohn 11,938 229,735 24,391 14,593 288,493 36,324
Robert H. Sachs 8,240 146,260 42,678 -0- 374,226 -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.
11
<PAGE>
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 cash compensation to employees. 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, 1998, the Named Officers in the Summary
Compensation Table who participate in the Retirement Plan had the following
number of complete years of accredited service: R. K. Guillaume, 3 years; Orson
Oliver, 23 years; Steven A. Small, 5 years; Robert H. Sachs, 5 years; and Gail
W. Pohn, 5 years.
12
<PAGE>
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 W. Pohn, and had an employment
agreement with Robert H. Sachs until his retirement on December 31, 1998. Mr.
Guillaume is employed as Vice Chairman and Chief Executive Officer of the
Company and the Bank. Pursuant to his agreement, he receives a current base
annual salary of $425,000, which is subject to increase, but not decrease, 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 current base annual salary
of $325,000, which is subject to increase but not decrease, and terms otherwise
similar to that of Mr. Guillaume, plus $125,000 if he remains employed until
2000 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, they will receive salary payments and health insurance coverage for the
length of the extension period. 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.
Under his agreement, Mr. Sachs also was entitled to certain benefits if
a change in control occurred during his employment. Upon his retirement on
December 31, 1998, Mr. Sachs became entitled to a severance payment equal to two
years' pay.
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 1998.
13
<PAGE>
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.
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 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.
14
<PAGE>
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. In 1998, the Committee
decided that an award of options would be granted to eligible participants based
upon the performance of the Company during 1997 exceeding target levels
determined by the Committee in advance.
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.
CHAIRMAN AND CHIEF EXECUTIVE OFFICER COMPENSATION. The Committee
considered and established the salary increases for the Chairman, Mr. Klein, and
the Chief Executive Officer, Mr. Guillaume. The Committee determined that the
base salaries of Mr. Klein and Mr. Guillaume should be increased in equal
percentages based in part, but not solely, on the positive performance of the
Company. The bonuses for Mr. Klein and Mr. Guillaume were determined according
to the terms of the Bonus Plan discussed above.
Planning and Management Committee
Leslie D. Aberson, Chairman Bruce J. Roth
William C. Ballard, Jr. Raymond L. Sales
Martha Layne Collins Henry C. Wagner
Donald G. McClinton
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
1998, the committee consisted of Leslie D. Aberson, William C. Ballard, Jr.,
Martha Layne Collins, Donald G. McClinton, Bruce J. Roth, Raymond L. Sales, and
Henry C. Wagner. Mr. Sales was, until July 31, 1997, a partner in the law firm
of Segal, Sales, Stewart, Cutler & Tillman, which the Company retained to
perform various legal services during 1998. Mr. Sales remains of counsel to that
firm.
15
<PAGE>
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.
16
<PAGE>
COMPARISON OF FIVE-YEAR CUMULATIVE SHAREHOLDER RETURN
The following graph shows the cumulative return experienced by the
Company's shareholders during the last five years compared to the S&P 500
Composite Stock Index and the NASDAQ Bank Index. The graph assumes the
investment of $100 on December 31, 1993 in the Company's Common Stock and each
index and the reinvestment of all dividends paid during the five-year period.
<TABLE>
<CAPTION>
Period Ending
<S> <C> C> <C> <C> <C> <C>
Index 12/31/93 12/31/94 12/31/95 12/31/96 12/31/97 12/31/98
Mid-America Bancorp 100.00 102.13 115.59 130.86 246.50 210.81
S&P 500 100.00 101.32 139.39 171.26 228.42 293.69
NASDAQ Bank Index 100.00 99.64 148.38 195.91 328.02 324.90
</TABLE>
17
<PAGE>
PROPOSAL 2
PROPOSAL TO AMEND THE ARTICLES OF INCORPORATION
TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
PROPOSED AMENDMENT
The Company's Articles of Incorporation currently authorize the Company
to issue up to 12,000,000 shares of Common Stock and 750,000 shares of preferred
stock (the "Preferred Stock"). The Board of Directors proposes that the
shareholders consider and adopt an amendment to Article IV of the Company's
Articles of Incorporation (the "Articles") to increase the authorized number of
shares of Common Stock from 12,000,000 to 15,000,000, thereby increasing the
total authorized number of shares from 12,750,000 to 15,750,000. The wording of
the proposed amendment is included in Annex A.
REASONS FOR AMENDMENT
Pursuant to Article IV of the Articles, the Board of Directors is
authorized to issue Common Stock and Preferred Stock from time to time. As of
February 18, 1999, approximately 11,824,225 shares of Common Stock were issued
and outstanding or reserved or designated for specific issuance. This leaves
approximately 175,775 shares of Common Stock available for future issuance.
Approval of the proposed increase would give the Company approximately 3,175,775
shares of Common Stock available for future issuance.
No shares of Preferred Stock are currently outstanding. No increase in
the authorized number of shares of Preferred Stock is requested.
The proposed additional shares of Common Stock could be issued for any
proper corporate purpose, including stock splits, the payment of stock dividends
or other distributions in shares of stock, the acquisition of other businesses,
the raising of additional capital for use in the Company's business, or in
connection with director and employee stock incentive and compensation programs.
The Company currently has no arrangements, understandings or commitments with
respect to the issuance of the additional shares of Common Stock. However, it is
considered advisable to authorize the additional shares at this time in order
to provide the Board of Directors the flexibility, in its discretion, to
declare stock dividends on the Common Stock. The Board of Directors has
periodically declared stock dividend in the past, and its ability to
declare stock dividends in the future could be limited if additional shares
of Common Stock are not authorized;
to provide the Company the flexibility to continue to grant options and
make available stock rights under the Company's key employee and director
stock compensation plans;
and
18
<PAGE>
to enable the Company, as the need may arise, to move promptly to take
advantage of market conditions and the availability of other favorable
opportunities without the delay and expense involved in calling a special
shareholders meeting for such purpose.
The authorization of additional shares of Common Stock will not, by
itself, have any effect on the rights of holders of existing Common Stock.
Depending on the circumstances, any issuance of additional shares of Common
Stock may dilute the present equity ownership of current shareholders.
Shareholders of the Company have no preemptive rights to participate in any
future issuance of shares.
If the proposed amendment to the Articles is approved, the Board of
Directors will have the authority to issue the additional authorized shares or
any part thereof to such persons and for such consideration as it may determine
without further action by the shareholders except as required by law, the
Articles or the rules of any stock exchange on which the Company's securities
may then be listed. The American Stock Exchange, on which the issued shares of
Common Stock are listed, currently requires specific shareholder approval as a
prerequisite to listing shares in certain limited circumstances.
At last year's annual meeting of shareholders, the shareholders
approved amendments to the Articles that impose super-majority voting
requirements for certain transactions and business combinations and certain
amendments to the Articles. Those amendments, when coupled with the shareholder
rights plan the Board adopted in February 1998 and other provisions in the
Articles, could have the effect of discouraging, or making more difficult,
attempts to acquire the Company in a transaction that is not approved in advance
by the Board of Directors. Although the proposed amendment is not intended to be
an anti-takeover measure, shareholders should note that, under certain
circumstances, the additional shares of Common Stock could be used to make any
attempt to gain control of the Company or the Board of Directors more difficult,
costly or time-consuming. Any of the additional shares of Common Stock could be
privately placed with purchasers who might side with the Board in opposing a
hostile takeover bid. Alternatively, they could be placed with a third party who
might be favored by the Board, giving the favored party an advantage in a
contest to acquire control of the Company.
REQUIRED VOTE
The proposed amendment will be approved if the number of votes cast for
the amendment exceeds the number of votes cast against the amendment at the
Annual Meeting. Abstentions and broker non-votes will not be counted as votes
either for or against the amendment, and therefore will not have an effect on
the outcome of the vote on this proposal.
19
<PAGE>
RECOMMENDATION OF THE BOARD
The Board of Directors believes that adoption of the proposed amendment
is in the best interests of the Company and its shareholders. THE BOARD OF
DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE PROPOSED AMENDMENT.
INDEPENDENT AUDITORS
The selection of independent auditors to audit the Company's
consolidated financial statements for the year ended December 31, 1999, has not
yet been made. The timing of this selection allows the Audit Committee of the
Board of Directors additional time 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 1999.
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.
20
<PAGE>
SHAREHOLDER PROPOSALS FOR 2000 ANNUAL MEETING
Shareholders who desire to present proposals at the 2000 annual meeting
of shareholders must forward them in writing to the President of the Company so
that they are received no later than November 20, 1999, in order to be
considered for inclusion in the Company's proxy statement for such meeting.
Shareholder proposals submitted after February 3, 2000, will be considered
untimely, and the proxy solicited on behalf of the Board of Directors for next
year's annual meeting may confer discretionary authority to vote on any such
matters without a description of them in the proxy statement for that meeting.
By order of the Board of Directors
Orson Oliver
President
Louisville, Kentucky
March 19, 1999
21
<PAGE>
ANNEX A
TEXT OF PROPOSED AMENDMENT TO THE ARTICLES OF INCORPORATION
OF MIDAMERICA BANCORP
The first paragraph of Article IV of Mid-America Bancorp's Articles of
Incorporation is amended to read as follows:
The total number of shares of all classes of capital stock which the
Corporation shall have the authority to issue is 15,750,000 shares which shall
be divided into two classes as follows:
15,000,000 shares of Common Stock, having no par value per share; and
750,000 shares of Preferred Stock, having no par value per share.
A-1
<PAGE>
APPENDIX TO PROXY STATEMENT
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
MID-AMERICA BANCORP
500 WEST BROADWAY
LOUISVILLE, KY 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 JOHN T. RIPPY, 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 22, 1999, 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: WENDELL H. FORD (CLASS 1) AND JAMES E. CAIN, DONALD
G. MCCLINTON, JEROME J. PAKENHAM, JOHN S. PALMORE,
WOODFORD R. PORTER, SR., AND RAYMOND L. SALES (CLASS 2)
[ ] Vote FOR all nominees listed above [ ] WITHHOLD AUTHORITY to vote
(except those written in below) for all nominees listed above
INSTRUCTION: To withhold authority to vote for any individual nominee write
that nominees name in the space below.
------------------------------------------------------------------
2. AMENDMENT TO THE ARTICLES OF INCORPORATION. To increase the number of
authorized shares of Common Stock of the Company from 12,000,000 shares
to 15,000,000 shares.
[ ] Vote FOR [ ] Vote AGAINST [ ] ABSTAIN
3. DISCRETIONARY AUTHORITY. To vote with discretionary authority with
respect to all other matters which may properly come before the
meeting.
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, FOR THE AMENDMENT TO THE ARTICLES OF
INCORPORATION AND WITH THE DISCRETIONARY
<PAGE>
AUTHORITY DESCRIBED IN THE PROXY STATEMENT, DATED MARCH __, 1999. MANAGEMENT
RECOMMENDS A VOTE FOR ALL OF THE ABOVE.
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 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 __, 1999 and a copy of the Company's Annual Report
for the period ended December 31, 1998.
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 corporation, please sign in full corporate name
by president or other authorized officer. If a partner-
ship, please sign in partnership name by authorized person.
----------------------------- -----------
Signature Date
----------------------------- -----------
Signature if held jointly Date
