SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to
Section 14 (a) of the Securities Exchange Act of 1934
(Amendment No. 1)
File 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 ss.240.14z-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)
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[ X ] No fee required.
[ ] Fee computed on table below per Exchange Act
Rules 14a-6 (i) (1) and 0-11.
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transaction computed pursuant to Exchange Act
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filing fee is calculated and state how it was
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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
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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 Dolphin Dover Room
at the Executive Inn Hotel, 978 Phillips Lane, Louisville, Kentucky
40209, on April 25, 2000, at 10:00 a.m., Eastern Standard Time, for
the following purposes:
(1) Election of Directors. To elect seven directors in Class 3 for
terms expiring at the 2003 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 22, 2000
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 20, 2000 President
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, Inc., a Kentucky
corporation (the "Company"), for use at the 2000 Annual Meeting of
Shareholders (the "Annual Meeting") and at any adjournments of that
meeting. The Annual Meeting will be held in the Dolphin Dover Room
at the Executive Inn Hotel, 978 Phillips Lane, Louisville, Kentucky
40209, at 10:00 a.m., Eastern Standard Time, on Thursday, April 25,
2000. This Proxy Statement and accompanying proxy are first being
mailed to shareholders on or about March 20, 2000. The Company's
Annual Report to Shareholders for the year ended December 31, 1999,
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 4, with the
discretionary authority discussed in that section. 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 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 22,
2000 (the "Record Date"), are entitled to vote at the Annual Meeting
or any adjournments thereof. As of the Record Date, there were
10,676,557 outstanding shares of Common Stock. Each share entitles
its holder to one vote on all matters to be acted upon at the Annual
Meeting except the election of directors. Shareholders have
cumulative voting rights in the election of directors. In electing
directors, each shareholder may cast 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 "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.
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 22, 2000.
Name and Address of Number of Percentage
Beneficial Owner Shares(1) of Class(1)
Bertram W. Klein 2,208,615(2) 20.69%
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 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:
1,182,444 shares held in trusts over which Mr. Klein has sole or
shared voting and investment power as trustee or co-trustee including
534,442 shares owned by the Bertram W. Klein Trust under Will of
Isadore Klein, P.O. Box 1101 Louisville, Kentucky 40201; 230,632
shares held by entities over which Mr. Klein has sole voting and
investment power; 386,026 shares in which Mr. Klein shares voting
power pursuant to powers-of-attorney; 108,180 shares held in a family
limited partnership in which Mr. Klein shares voting power; 1240
shares held by Mr. Klein under the Company's 401(K) and Employee
Stock Ownership Plan ("ESOP") at December 31, 1998, the most current
plan information available; and 25,591shares 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 76,753 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. Victor A. Staffieri was
elected to the Board of Directors on February 28, 2000 to serve the
remainder of the Class 3 term expiring at this Annual Meeting. It is
proposed that he be elected at this Annual Meeting along with the
other Directors in Class 3. The term of the Directors in Class 3
expires this year, and their successors are to be elected at this
Annual Meeting. The Directors elected in Class 3 at the Annual
Meeting will serve until the annual meeting of shareholders in 2003
and the election and qualification of their successors. The terms of
the Directors in the other two classes do not expire until 2001
(Class 1) and 2002 (Class 2), and consequently 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 2000 at 20.
The nominees for Directors in Class 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 on page 10, 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. Staffieri, each of the
nominees was elected a director at the annual meeting of shareholders
in 1997. 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 3:
Leslie D. Aberson, 63, Director since 1983 20,689 (2)
Mr. Aberson is a partner in the law firm of
Rothschild, Aberson & Miller in Louisville,
Kentucky.
William C. Ballard, Jr., 59, Director since 1991 17,625 (3)
Mr. Ballard is of counsel to the law firm of
Greenebaum, Doll & McDonald, PLLC, in Louisville,
Kentucky. He previously served as Executive Vice
President, Chief Financial Officer and Director of
Humana, Inc., an integrated health care services
company.
Peggy Ann Markstein, 49, Director since 1992 11,740 (4)
Ms. Markstein is an Assistant Prosecuting Attorney
for the Butler County Prosecutor's Office in
Fairfield, Ohio.
Orson Oliver, 57, Director since 1979 110,344 (5)
Mr. Oliver is the President of the Company.
Benjamin K. Richmond, 56, Director since 1993 121
Mr. Richmond is the President and Chief Executive
Officer of the Louisville Urban League in
Louisville, Kentucky.
Victor A. Staffieri, 44, Director since 2000 -0-
Mr. Staffieri is President and Chief Operating
Officer of LG&E Energy Corp., a diversified
energy services holding company in Louisville,
Kentucky.
Henry C. Wagner, 57, Director since 1989 833
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, 61, Director since 1975 6,616
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 209
Ms. Collins is President of Martha L. Collins &
Associates, an economic development consulting firm
in Lexington, Kentucky. She is currently Executive
Scholar in Residence, Georgetown College, Georgetown,
Kentucky and was previously the Governor of the
Commonwealth of Kentucky and President of St. Catherine
College.
Hon. Wendell H. Ford, 75, Director since 1999 -0-
Senator Ford is currently self employed as a
consultant and previously served as a United States
Senator from Kentucky from 1975 until 1999
and as the Governor of the Commonwealth of Kentucky.
R. K. Guillaume, 56, Director since 1995 59,215 (6)
Mr. Guillaume is Vice Chairman and Chief Executive
Officer of the Company. He is the former president
of Bank One, Kentucky, in Louisville, Kentucky.
David Jones, Jr., 42, Director since 1997 1,198
Mr. Jones is the Managing Director of Chrysalis
Ventures, Inc., a private equity management company
in Louisville, Kentucky.
Bertram W. Klein, 69, Director since 1967 2,208,615 20.69% (7)
Mr. Klein is the Chairman of the Board of Directors,
and until October 1995, Chief Executive Officer of
the Company.
Bruce J. Roth, 55, Director since 1994 83,724 (8)
Mr. Roth is a certified public accountant and a
partner in the firm of Louis T. Roth and Co., PLLC
in Louisville, Kentucky.
CLASS 2
James E. Cain, 60, Director since 1996 1,492 (9)
Mr. Cain serves as Chairman of the Board of Trustees
of Plumbers Local Union 107, Louisville, Kentucky
and as Secretary/Treasurer of the Kentucky Pipe Trades
Association. Until 1998 he was Business Manager of
Plumbers Local Union 107.
Donald G. McClinton, 66, Director since 1980 12,209 (10)
Mr. McClinton is an investor and the President of
Skylight Thoroughbred Training Center, Inc. He is the
former Chairman of Interlock Industries, Inc., a
manufacturing and transportation services company.
Jerome J. Pakenham, 64, Director since 1995 3,631 (11)
Mr. Pakenham is the Chief Financial Officer for the
Archdiocese of Louisville.
John S. Palmore, 82, Director since 1983 426
Judge Palmore is 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., 81, Director since 1981 2,527
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, 77, Director since 1986 4,967 (12)
Mr. Sales is an attorney, serving of counsel to
the firm of Sales, Tillman and Wallbaum in Louisville,
Kentucky. Prior to July, 1997, he was a partner in
the firm of Segal, Sales, Stewart, Cutler & Tillman.
NON-DIRECTOR NAMED OFFICERS:
Gail W. Pohn 45,151 (13)
Steven A. Small 17,236 (13)
All Directors and Executive Officers as a group 3,138,523 29.4%(14)
(30 in number, including the above)
______________________________
(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 10,676,557
shares outstanding as of February 22, 2000, 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
than 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, 1999, 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, and Henry C. Wagner.
(2) Includes 2,177 shares held in trust, 2,407 shares held in a
foundation and 309 shares held by Mr. Aberson as custodian for his
grandchild over which Mr. Aberson has voting and investment power.
Also includes 9,623 shares held by Mr. Aberson's spouse, as to which
shares Mr. Aberson shares voting and investment power.
(3) Includes 16,168 shares held in trusts with respect to which Mr.
Ballard serves as trustee with voting and investment power.
(4) Includes 4,080 shares held by Ms. Markstein as custodian for her
children and 80 shares held by the spouse of Ms. Markstein as to
which Ms. Markstein shares voting and investment power.
(5) Includes 27,314 shares held by Mr. Oliver under the Company's
ESOP at December 31, 1998, the most current plan information
available. Also includes 62,558 shares which Mr. Oliver may
purchase under options granted under the Company's stock option
plan and exercisable currently or within 60 days after the
Record Date and includes 1,697 shares held by Mr. Oliver's
spouse, as to which shares Mr. Oliver shares voting and
investment power.
(6) Includes 53,725 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 2,085 shares held by Mr. Guillaume under the Company's ESOP
at December 31, 1998, the most current plan information available.
(7) 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.
(8) Includes the following shares beneficially owned by Mr. Roth:
34,686 shares held in trust as to which Mr. Roth shares voting and
investment power; 32,974 shares held in partnerships as to which Mr.
Roth has voting and investment powers; 10,546 shares in which Mr.
Roth shares voting power pursuant to a power of attorney; and 735
shares held in a foundation as to which Mr. Roth has voting and
investment power. Also includes 2,045 shares held by Mr. Roth's
spouse as to which Mr. Roth shares voting and investment powers.
(9) Includes 283 shares held by Mr. Cain's spouse as to which Mr.
Cain shares voting and investment powers.
(10) Includes 6,637 shares held by Mr. McClinton's spouse, as to
which Mr. McClinton shares voting and investment power.
(11) Includes 2,008 shares held by Mr. Pakenham and his spouse as
joint tenants, as to which Mr. Pakenham shares voting and investment
power.
(12) Includes 1,524 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
under the Company's stock option plans and exercisable currently or
within 60 days after the Record Date. This also includes 4,422 shares
held by Mr. Pohn and 3,879 shares held by Mr. Small under the
Company's ESOP at December 31, 1998, the most current information
available.
(14) Includes 443,190 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 meeting, $125
for nonattendance, and $250 for attendance at each committee meeting.
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 1999, 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 1999.
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 Wendell J. Ford, David Jones,
Jr., Donald G. McClinton, Jerome J. Pakenham, 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 4 meetings during
1999.
The Planning and Management Committee consists of Leslie D.
Aberson, William C. Ballard, Jr., Martha Layne Collins, Wendell H.
Ford, 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
2 times during 1999.
The Nominating Committee consists of Robert P. Adelberg, William
C. Ballard, Jr., Martha Layne Collins, Judge John S. 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 recommentions
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 1999.
The following 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: William C. Ballard, Jr. is a director of Healthcare
Recoveries, Inc., Health Care REIT, Inc., LG&E Energy Corp., and
United Healthcare Corporation. Martha Layne Collins is a director of
Eastman Kodak Company and R. R. Donnelley and Sons Company. David
Jones, Jr. is a director of Humana, Inc., High Speed Access Corp. and
Tritel, 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 three other Executive Officers, as of
year-end 1999, who were the most highly compensated in 1999 (the
Named Officers).
SUMMARY COMPENSATION TABLE
Long-Term
Annual Compensation Compensation
Name and Principal Stock Options All Other
Position Year Salary Bonus(1) (in Shares)(2) Compensation(3)
Bertram W. Klein 1999 $470,000 $155,100 20,600 $ 8,608
Chairman of 1998 445,000 141,866 21,218 12,832
the Board 1997 420,000 133,896 13,113 24,918
R. K. Guillaume 1999 $450,000 $148,500 20,600 $ 7,200
Chief Executive 1998 425,000 135,490 21,218 7,200
Officer 1997 400,000 127,520 13,113 7,776
Orson Oliver 1999 $335,000 $107,250 10,300 $ 8,664
President 1998 325,000 103,610 10,609 13,056
1997 315,000 100,422 6,556 13,632
Steven A. Small 1999 $200,000 $66,000 10,300 $611,389
Executive Vice 1998 184,000 58,659 10,609 12,200
President & Chief 1997 174,000 55,471 6,540 17,451
Financial Officer
Gail W. Pohn 1999 $179,100 $59,103 9,733 $ 7,200
Executive Vice 1998 173,700 55,376 10,238 7,200
President 1997 167,000 53,240 6,392 21,114
__________________________________
(1) The amounts shown in this bonus column represent amounts earned
in the year indicated under the Company's Management Incentive
Compensation Plan, pursuant to which Vice Presidents, 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 the year subsequent to the year in which the
bonus was earned.
(2) The amounts in this column were adjusted to reflect the effect
of stock dividends in 1998 and 1999.
(3) Amounts in this column include:
(a) Contributions in 1999 by the Company to the Company's ESOP, a
defined contribution plan, in the amount of $7,200 each on behalf of
Mr. Klein, Mr. Guillaume, Mr. Oliver, Mr. Pohn, and Mr. Small.
(b) Amounts paid to the following Named Officers under the Bank's
Key-Per Plan as follows: during 1999, Mr. Klein, $1,408 and Mr.
Oliver, $1,464. 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, $604,189 during 1999 representing $4,189 paid as
the final of 5 installments pursuant to an agreement to forego a
contractual right and $600,000 paid pursuant to a renegotiation of
the terms of his employment contract.
OPTION GRANTS IN 1999
The following table sets forth information as to the stock
options granted to the Named Officers during 1999 pursuant to the
Company's Incentive Stock Option Plan.
Potential Realizable
Value at Assumed
Percentage of Annual Rates
Total Options of Stock Price
Granted to Exercise Appreciation for
Options Employees in Price Expiration Option Term(2)
Name Granted(1) fiscal 1999 ($/Share) Date 5% 10%
Bertram W. Klein 20,600 11.8% $27.50 1/25/2004 $ 90,785 $262,913
R. K. Guillaume 20,600 11.8% $25.00 1/25/2009 323,881 820,777
Orson Oliver 10,300 5.6% $25.00 1/25/2009 161,940 410,389
Steven A. Small 10,300 5.6% $25.00 1/25/2009 161,940 410,389
Gail W. Pohn 9,733 5.3% $25.00 1/25/2009 153,026 387,797
______________________________________
(1) The exercise price of each of the options is equal to (or in the
case of Mr. Klein 110% of) 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 1999 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.
(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 1999, and the unexercised options held at December 31, 1999 by
the Named Officers. None of the Named Officers held or exercised
stock appreciation rights ("SARs") during 1999. The value of the
unexercised options is calculated based on the difference between the
exercise price and the closing price of the Common Stock as of
December 31, 1999, as reported by the AMEX consolidated transaction
reporting system ($28.50).
<TABLE>
<CAPTION>
Number of Securities
Underlying Unexercised Value of Unexercised
Options Held at In-the-Money Options/SARs
Fiscal year-end at Fiscal year-end($)
Shares
Acquired on Value
Name Exercise(#) Realized($)* Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C> <C> <C>
Bertram W. Klein -0- -0- 23,446 43,068 $ 203,703 $ 72,391
R. K. Guillaume -0- -0- 39,995 43,066 410,554 135,998
Orson Oliver 4,969 $ 89,467 67,500 21,533 1,018,543 68,007
Steven A. Small 21,311 269,100 5,920 21,524 31,873 67,919
Gail W. Pohn -0- -0- 29,276 20,607 358,519 65,223
</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 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, 1999, the four 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, 4 years; Orson Oliver, 24 years; Steven A. Small, 6 years;
and Gail W. Pohn, 6 years. Bertram W. Klein, who participates only
in the Benefit Restoration Plan, had 46 years of accredited service
as of that date.
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. 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 $450,000, 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 $335,000, 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
benefits for the unexpired term of the agreement. If the termination
is after a change in control, they would also receive retirement
benefits as if they had 15 years of credited service, provided that
the cash and value of benefits payable upon termination after a
change in control would be limited to the amount that could be
deducted by the Company under the Internal Revenue Code provisions
governing "parachute payments." Generally, these provisions limit
the deductible amount to no more than three times the average annual
income paid to a covered executive during the five previous years.
COMPENSATION COMMITTEE
REPORT ON EXECUTIVE COMPENSATION
The Planning and Management Committee of the Board of Directors
is comprised of the eight 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 1999.
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. Salary recommendations of the
Chairman and CEO are considered by the Committee along with
information from nationally published surveys of executive
compensation at financial institutions in our region. 1999 executive
compensation was in line with the weighted average salary and bonuses
reflected in the compensation surveys reviewed by the Committee.
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, in 1996
the Company 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. The following table compares actual
corporate performance to the targets used for 1999, as measured under
the Bonus Plan. The performance standards on which these targets are
based are subject to change and the targets should not be considered
indicative of expectations of future performance.
Target Actual
Annual EPS Measure 9.5% - 10.49% 10.64%
Three Year Measures:
EPS measure 9.5% - 10.49% 12.94%
ROAA measure 1.10% - 1.14% 1.38%
ROE measure 11.00% -11.49% 12.54%
Stock Option Program. 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 under the 1995 Incentive Stock
Option Plan 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.
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 1999, the Committee decided that an award of
options would be granted to eligible participants pursuant to
Administrative Provisions adopted by the Committee based upon the
performance of the Company during 1998.
OBRA Deductibility Limitation. The Omnibus Budget
Reconciliation Act of 1993 (OBRA) 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 both Mr. Klein and
Mr. Guillaume should be increased in an equal amount of $25,000 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 Donald G. McClinton
William C. Ballard, Jr. Bruce J. Roth
Martha Layne Collins Raymond L. Sales
Wendell H. Ford 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 1999, the committee consisted of Leslie D. Aberson,
William C. Ballard, Jr., Martha Layne Collins, Wendell H. Ford,
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 1999. Mr. Sales is
of counsel to the firm of Sales, Tillman and Wallbaum which the
Company retained to perform various legal services during 1999.
OTHER TRANSACTIONS
In the ordinary course of its business, the Company, through the
Bank, has had 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, 1994 in the
Company's Common Stock and each index and the reinvestment of all
dividends paid during the five-year period.
Period Ending
Index 12/31/94 12/31/95 12/31/96 12/31/97 12/31/98 12/31/99
Mid-America Bancorp 100.00 113.18 128.13 241.37 206.42 231.23
S&P 500 100.00 137.58 169.03 225.44 289.79 350.50
NASDAQ Bank Index* 100.00 149.00 196.73 329.39 327.11 314.42
*Source: CRSP, Center for Research in Security Prices, Graduate School of
Business, The University of Chicago 1999.
Used with permission. All rights reserved. crsp.com.
INDEPENDENT AUDITORS
The selection of independent auditors to audit the Company's
consolidated financial statements for the year ended December 31,
2000, 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 2000.
KPMG LLP has acted as the Company's independent auditors since
1990. Representatives of KPMG 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 2001 ANNUAL MEETING
Shareholders who desire to present proposals at the 2001 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,
2000, in order to be considered for inclusion in the Company's proxy
statement for such meeting. Shareholder proposals submitted after
February 5, 2001 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 20, 2000
APPENDIX TO PROXY STATEMENT
REVOCABLE PROXY
MIDAMERICA BANCORP
[x]
PLEASE MARK VOTES AS IN THIS SAMPLE
THIS PROXY IS SOLICITED ON BEHALF
OF THE BOARD OF DIRECTORS-MIDAMERICA BANCORP
PROXY - ANNUAL MEETING OF STOCKHOLDERS
The undersigned, a shareholder of MID-AMERICA BANCORP, a
Kentucky corporation (the "Company"), hereby appoints BERTRAM W.
KLEIN, ORSON OLIVER and 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 Dolphin Dover
Room at the Executive Inn Hotel, 978 Phillips Lane, Louisville,
Kentucky 40209, on April 25, 2000, at 10:00 a.m., Eastern Standard
Time, and at any adjournment thereof.
The undersigned hereby instructs said proxies or their
substitutes:
1. ELECTION OF DIRECTORS. (except as marked to the contrary
below):
[ ] For [ ] Withhold [ ] For All Except
NOMINEES: LESLIE D. ABERSON, WILLIAM C. BALLARD, JR.,
PEGGY ANN MARKSTEIN, ORSON OLIVER, BENJAMIN K. RICHMOND,
VICTOR A. STAFFIERI, HENRY C. WAGNER (CLASS 3)
INSTRUCTION: To withhold authority to vote for any
individual nominee, write that nominee's name
in the space below.
----------------------------------------------------------------
2. 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 given. Unless other directions are specified,
this proxy will be voted FOR the nominees named above and with the
discretionary authority described in the accompanying proxy
statement dated March 20, 2000. MANAGEMENT RECOMMENDS A VOTE FOR
ALL OF THE NOMINEES NAMED 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 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 20, 2000, and a copy of the Company's
1999 Annual Report.
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 partnership, please sign in
partnership name by authorized person.
Please be sure to sign and date
this Proxy in the box below.
Date
Stockholder sign above Co-holder(if any) sign above
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Detach above card, sign, date and mail in postage paid envelope provided.
MIDAMERICA BANCORP
500 WEST BROADWAY
LOUISVILLE, KENTUCKY 40202
PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY
