SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY
STATEMENT
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [X ]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c)
or Rule 14a-12
ALLEGIANCE BANC CORPORATION
_____________________________________________________________________________
(Name of Registrant as Specified in Its
Charter)
______________________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other
than the Registrant
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act rules
0-11(c)(1)(ii), 14a-6(I)(1), or 14a-6(I)(2) or Item
22a(a)of Schedule 14A.
[ ] $500 per each party to the controversy
pursuant to Exchange Act Rule 14a-6(I)(3)
[ ] Fee computed on table below per Exchange
Act Rules 14a-6(I)(4) and 0-11.
[ ] 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.
ALLEGIANCE BANC CORPORATION
4719 Hampden Lane
Bethesda, Maryland 20814
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 9, 1995
To the Shareholders:
Notice is hereby given that, pursuant to call
of its directors, the annual meeting of the
shareholders of Allegiance Banc Corporation (the
"Company") will be held at the Residence Inn, 7335
Wisconsin Avenue, Bethesda, Maryland, on May 9,
1995, at 10:00 a.m. (the "Annual Meeting") for the
purpose of considering and voting upon the
following matters:
1. The election of the 7 persons listed in
the accompanying Proxy Statement as Directors for a
term of one year or until their successors have
been elected and qualified.
2. The ratification of the appointment of
Stegman & Company, independent certified public
accountants, as auditors of the Company and its
subsidiaries for the fiscal year ended December 31,
1995.
3. The transaction of such other business as
may properly come before the Annual Meeting or any
adjournment or postponement thereof.
We recommend that you read the enclosed Annual
Report and Proxy Statement, and encourage your
attendance at the Annual Meeting.
We urge you to sign and return the enclosed proxy
in the enclosed self addressed, stamped envelope,
as promptly as possible, regardless of whether you
plan to attend the Annual Meeting in person. If
you do attend the meeting, you have the right to
withdraw your proxy.
The shareholders entitled to vote at the Annual
Meeting or any adjournment or postponement thereof
shall be those of record on the Company's books at
the close of business on April 7, 1995.
By Order of the Board
of Directors,
Sherry Gadeken
Corporate Secretary
April 7, 1995
Allegiance Banc Corporation
Annual Meeting of Shareholders
to be held on
May 9, 1995
PROXY STATEMENT
The enclosed proxy is solicited by the Board of
Directors of Allegiance Banc Corporation (the
"Company"), which has its principal executive
offices at 4719 Hampden Lane, Bethesda, Maryland
20814, for use at the Annual Meeting of
Shareholders of the Company on May 9, 1995 (the
"Annual Meeting") and any adjournment or
postponement thereof. A proxy may be revoked prior
to the time that it is voted by giving written
notice of such revocation to the Company, addressed
to the attention of Leonard L. Abel, Chairman of
the Board of Directors, at 4719 Hampden Lane,
Bethesda, Maryland 20814. If you attend the
meeting, you may also withdraw your proxy at that
time. This Proxy Statement and the accompanying
form of proxy are first being sent to shareholders
on or about April 7, 1995.
The Annual Meeting will be held at the Residence
Inn, 7335 Wisconsin Avenue, Bethesda, Maryland on
May 9, 1995 at 10:00 a.m..
VOTING RIGHTS AND PROXIES
Only shareholders of record at the close of
business on April 7, 1995 will be entitled to
notice of and to vote at the Annual Meeting and any
adjournment or postponement thereof. On that date,
the Company had outstanding approximately 1,695,863
shares of Common Stock, par value $1.00 per share,
constituting the only class of stock outstanding,
and held by approximately 761 stockholders. Each
share of Common Stock is entitled to one vote in
the election of directors and upon all other
matters to be presented at the Annual Meeting. All
voting rights are vested exclusively in the holders
of Common Stock of the Company.
All shares entitled to vote, which are represented
by a properly executed and unrevoked proxy received
in time for the Annual Meeting, will be voted at
the Annual Meeting in accordance with the
instructions given thereon. In the absence of
instructions to the contrary, such shares will be
voted FOR the election of the designated nominees
for directors, and FOR the proposal to ratify the
appointment of Stegman & Company as the Company's
independent auditors for the fiscal year ending
December 31, 1995. Persons appointed as proxies
will also be entitled to vote in their discretion
on other matters that may properly come before the
Annual Meeting and any adjournment or postponement
thereof.
Any proxy given by a shareholder may be revoked by
the holder at any time before it is voted at the
Annual Meeting by (I) attending the Annual Meeting
and voting in person, (ii) filing a written notice
of revocation with the Company prior to the Annual
Meeting, or (iii) duly executing and delivering to
the Company a proxy bearing a later date prior to
the exercise of the proxy. Written notices of
revocation of a proxy should be addressed to
Leonard L. Abel, Chairman of the Board, 4719
Hampden Lane, Bethesda, Maryland 20814.
The holders of a majority of the outstanding shares
of the Company's Common Stock present in person or
by proxy will constitute a quorum for the
transaction of business at the Annual Meeting. In
the event that less than a majority of the
outstanding shares are present at the Annual
Meeting, either in person or by proxy, a majority
of the shares so represented may vote to adjourn
the Annual Meeting from time to time without
further notice.
Votes cast by proxy or in person at the meeting
will be tabulated by the election judges appointed
for the meeting who will determine whether or not a
quorum is present. Where, as to any matter
submitted to the shareholders for a vote, proxies
are marked as abstentions (or shareholders appear
in person but abstain from voting), such
abstentions will be treated as shares that are
present and entitled to vote for purposes of
determining the presence of a quorum. Broker
non-votes will also be considered present for
purposes of determining a quorum. Abstentions and
broker non-votes will have no effect on the
required vote of shareholders.
A copy of the Annual Report to Shareholders of
Allegiance Banc Corporation for the year ended
December 31, 1994 accompanies this Proxy
Statement.
The cost of the proxy solicitation is being borne
by the Company. In addition to the use of the
mail, proxies may be solicited personally or by
telephone or telegram by officers, regular
employees or directors of the Company or its
subsidiary, Allegiance Bank, N.A. ("Allegiance" or
the "Bank"), who will not be specially compensated
for any such services. The Company also will
request brokers, custodians and other nominees or
fiduciaries to send proxy materials to and to
obtain proxies from beneficial owners of Common
Stock, and will reimburse such parties for their
reasonable expenses in doing so. The Company also
may decide to use paid solicitors to assist in the
solicitation of proxies, although the Company
currently has no contracts or arrangements with any
such solicitors to do so.
VOTING SECURITIES
The following are the only persons known to
the Company who own, of record or beneficially,
more than 5% of the outstanding shares of Common
Stock of the Company. (1)
Name and Address Amount and Nature
Percentage
Beneficial Owner Beneficial
Ownership(1) of Class
Leonard L. Abel 86,378 (2)
5.09%
405 Scott Drive
Silver Spring, Md. 20904
William A. Koier 108,270 (3)
6.34%
3A Regatta Point Villas
Rt. 7 Bolongo Bay
St. Thomas, U.S. Virgin
Islands 00802
Thomas L. Phillips 115,874 (4)
6.78%
5610 Wisconsin Avenue
Penthouse 17E
Chevy Chase, Md. 20815
(1) As of April 7, 1995.
(2) Includes 3,000 shares held in a trust account
of which Mr. Abel is the trustee, 49,350 shares
owned jointly by Mr. Abel and his wife, who shares
voting and investment power, and 4,186 shares owned
individually by Mr. Abel's wife.
(3) Includes 34,500 shares owned jointly by Mr.
Koier and his wife, who shares voting and
investment power. Includes warrants to purchase
12,000 shares of Common Stock of the Company, which
are presently exercisable, that were granted on
February 9, 1994 to Mr. Koier for service as a
director of the Company and the Bank.
(4) Includes 84,600 shares owned jointly by Mr.
Phillips and his wife, who shares voting and
investment power, 450 shares owned individually by
Mr. Phillips' wife, and 18,674 shares owned by
Phillips International Publishing Company, of which
Mr. Phillips is President and principal
shareholder. Includes warrants to purchase 12,000
shares of Common Stock of the Company, which are
presently exercisable, that were granted on
February 9, 1994 to Mr. Phillips for service as a
director of the Company and the Bank.
ELECTION OF DIRECTORS
The number of directors of the Company is
currently set at seven. The Company's Certificate
of Incorporation and Bylaws provide that each
director shall serve a one year term defined by
annual meeting dates or until their successors are
elected and qualified. In the absence of a
contrary designation, proxies will be voted FOR the
election of the following seven nominees for
director of the Company: Leonard L. Abel, Thomas
E. Beery, Dudley C. Dworken, William A. Koier,
Ronald E. Parr, Ronald D. Paul and Thomas L.
Phillips. In the event that any of the nominees
for director shall be unable to serve as a
director, it is intended that the proxies solicited
hereby will be voted for such other person or
persons as may be nominated by the Board of
Directors. The Board of Directors has no reason to
believe that any of the nominees will be unable to
serve.
It is the intention of the Board of Directors,
on behalf of the Company as the sole stockholder of
the Bank, to elect the following individuals to the
Board of Directors of Allegiance Bank, N.A.:
Leonard, L. Abel, Thomas E. Beery, Arthur H. Blitz,
Dudley C. Dworken, Steven L. Fanaroff, John R.
Fernstrom, A. Oakley Hunter, William A. Koier,
William E. Knight, Ronald E. Parr, Ronald D. Paul,
Thomas L. Phillips, Donald R. Rogers, Linda Greer
Spooner and Ronald A. Willoner
Each shareholder has the right to cast as many
votes for each director as equals the number of
shares held by him, but is not entitled to cumulate
his votes in order to cast more votes for any one
director than the number of shares held by him.
Directors and Executive Officers
The following table sets forth as of April 7,
1995, the directors, nominees for director and
executive officers of the Company, the number of
shares of Common Stock of the Company beneficially
owned by each of such persons, and the number of
shares of Common Stock of the Company beneficially
owned by all current directors and executive
officers of the Company as a group. The amount and
nature of beneficial ownership, except as otherwise
noted in the table, represents shares over which a
director, nominee or executive officer has sole
voting and sole investment power.
Name and
Address of
Shares Percent
Beneficial Principal Occupation
Beneficially of Common
Owner Age for the last five years
Owned Stock
Leonard L. Abel 68 Retired Partner of
86,378 (1) 5.09%
405 Scott Drive Kershenbaum, Abel, Kernus
Silver Spring, MD 20904 and Wychulis (Accounting
Firm);
Chairman of the Board
of the Company and
Chairman
of the Bank.
Thomas E. Beery 52 President and Chief
19,202 (2) 1.13%
311 Queens Court Executive Officer of
Stevensville, MD 21666 the Bank; Vice
President and Senior
Vice President in
Commercial Lending
of Signet Bank, N.A.,
Wash., D.C. from June,
1982 to February, 1989.
Dudley C. Dworken 45 President of Curtis
31,200 (3) 1.82%
1522 W. Kersey Lane Chevrolet since
Rockville, MD 20854 May, 1989; Vice President
of Lustine Oldsmobile
prior thereto.
Treva N. Elkins 48 Chief Financial Officer
2,250 (4) .13%
8818 Clinton Drive and Treasurer of the
Nokesville, Va. 22123 Company and Chief
Financial
Officer and Senior Vice
President of the Bank;
Senior Vice President
and Cashier of Federal
City National Bank
from February, 1986 to
April, 1992.
William A. Koier 75 Investor; President,
108,270 (5) 6.34%
3A Regatta Point Villas Haven Construction Company
Rt. 7 Bolongo Bay
St. Thomas, U.S. Virgin
Islands 00802
Ronald E. Parr 57 Principal, Franey &
29,600 (6) 1.73%
314 Kingsberry Drive Parr Insurance, Ltd.
Annapolis, MD 21401
Ronald D. Paul 39 President, Ronald D.
44,400 (7) 2.60%
11412 Twining Lane Paul Companies
Potomac, MD 20854 (Real Estate Investment
and Management)
Thomas L. Phillips 53 President, Phillips
115,874 (8) 6.78%
5610 Wisconsin Avenue Publishing International,
Penthouse 17E Inc. (Publishing)
Chevy Chase. MD 20815
Total Directors and
Executive Officers as a Group
(8 persons)
437,174 (9) 25.58%
(1) Includes 3,000 shares held in a trust account
of which Mr. Abel is the trustee, 49,350 shares
owned jointly by Mr. Abel and his wife, who shares
voting and investment power, and 4,186 shares owned
individually by Mr. Abel's wife. Mr. Abel has been
a director of the Company since 1987.
(2) Includes 1,500 shares owned jointly by Mr.
Beery and his wife, who shares voting and
investment power, 3,092 shares held in an IRA
account, 1,860 shares in a spousal IRA account, and
options for 12,750 shares which are presently
exercisable. Mr. Beery has been a director of the
Company since 1990.
(3) Includes 7,500 shares held by a marital trust
under which Mr. Dworken is a beneficiary. Includes
warrants to purchase 12,000 shares of Common Stock
of the Company, which are presently exercisable,
that were granted on February 9, 1994 to Mr.
Dworken for service as a director of the Company
and the Bank. Mr. Dworken has been a director of
the Company since 1987.
(4) Includes options for 2,250 shares which are
presently exercisable.
(5) Includes 34,500 shares owned jointly by Mr.
Koier and his wife, who shares voting and
investment power. Includes warrants to purchase
12,000 shares of Common Stock of the Company, which
are presently exercisable, that were granted on
February 9, 1994 to Mr. Koier for service as a
director of the Company and the Bank. Mr. Koier
has been a director of the Company since 1988.
(6) Includes 600 shares held by Mr. Parr as
custodian under a Uniform Gift to Minors Act
account. Includes warrants to purchase 12,000
shares of Common Stock of the Company, which are
presently exercisable, that were granted on
February 9, 1994 to Mr. Parr for service as a
director of the Company and the Bank. Mr. Parr has
been a director of the Company since 1990.
(7) Includes 5,400 shares held in trust for Mr.
Paul's daughters. Includes warrants to purchase
12,000 shares of Common Stock of the Company, which
are presently exercisable, that were granted on
February 9, 1994 to Mr. Paul for service as a
director of the Company and the Bank. Mr. Paul has
been a director of the Company since 1991.
(8) Includes 84,600 shares owned jointly by Mr.
Phillips and his wife, who shares voting and
investment power, 450 shares owned individually by
Mr. Phillips' wife, and 18,674 shares owned by
Phillips International Company, of which Mr.
Phillips is President and principal shareholder.
Includes warrants to purchase 12,000 shares of
Common Stock of the Company, which are presently
exercisable, that were granted on February 9, 1994
to Mr. Phillips for service as a director of the
Company and the Bank. Mr. Phillips has been a
director of the Company since 1987.
(9) Assumes the exercise of all presently
exercisable options and warrants to purchase
shares of common stock.
Under Securities and Exchange Commission
regulations, the Company's officers, directors and
greater than ten percent shareholders are required
to file on a timely basis certain reports of their
ownership of or transactions relating to the
Company's stock. Each Director of the Company that
received warrants in February, 1994 reported the
receipt of those warrants on an untimely basis.
Meetings and Committees of the Board of Directors
of the Company
The Board of Directors of the Company held 12
meetings during fiscal 1994; all of the directors
were present at 75% or more of such meetings.
There are no committees of the Board of the
Company. The Board of Directors of Allegiance
Bank, N.A. held monthly board meetings, and all
directors were present at 75% or more of such
meetings. Each member of the Bank Board of
Directors attended 75% of the meetings of
committees of which they are members, with the
exception of Mr. Koier, who attended committee
meetings 75% of the time except for Credit Review.
The Board of Directors of the Company met during
1994 to review the progress of the Bank and to
review and update the Company's Strategic and
Capital Plan. Members of the Board of Directors of
the Company are Leonard L. Abel, Chairman,
Thomas E. Beery, Dudley C. Dworken, William A.
Koier, Ronald E. Parr, Ronald D. Paul and Thomas L.
Phillips.
Allegiance Bank, N.A. has the following committees:
Loan Committee - This Committee met 24 times during
1994 to review and approve loan requests over the
expressed loan authority of the Bank's loan
officers. The Committee also grants loan authority
to officers, approves charge-offs, reviews
delinquent loans and provisions for loan losses.
Members of this Committee are William A. Koier,
Chairman, Thomas E. Beery, Dudley C. Dworken, John
R. Fernstrom, A. Oakley Hunter, Ronald E. Parr,
Ronald D. Paul and Linda Greer Spooner.
Audit Committee - This Committee met 5 times during
1994 to review all Call Reports and other
regulatory reporting, external and internal
auditors reports, consumer compliance audits and
external credit reviews of the Bank. Members of
this Committee are Ronald A. Willoner, Chairman,
Arthur H. Blitz, Steven L. Fanaroff, John R.
Fernstrom, and William E. Knight.
Asset/Liability Committee - This Committee met 7
times during 1994 to review the previous quarter's
performance in relationship to asset and liability
mix, investment strategy, liquidity and funds
management. The Committee reviews future strategies
and monitors management compliance with policy.
Members of this Committee are A. Oakley Hunter,
Chairman, Thomas E. Beery, William A. Koier, Ronald
D. Paul, and Dudley C. Dworken.
Compensation Committee - This Committee met 4 times
during 1994 to review the performance of the
Bank's executive officers. It also reviews the
Bank's total compensation and benefits package,
including director fees, insurance, vacation,
401(K) plan contributions, stock options and all
other benefits. Members of this Committee are
Dudley C. Dworken, Chairman, Ronald E. Parr, Ronald
D. Paul and William A. Koier.
Community Reinvestment Act Committee - This
Committee met 4 times during 1994 to monitor the
Bank's progress under its CRA program. It reviews
community ascertainment procedures and the
resulting decisions that affect current and
potential customers and services. Members of this
Committee are A. Oakley Hunter, Chairman, Thomas E.
Beery, Dudley C. Dworken and Linda Greer Spooner.
Marketing Committee - This Committee met 5 times
during 1994 to review the Bank's marketing plan and
budget. It coordinates the Bank's advertising with
all other forms of communication with the Company's
shareholders, customers and prospective customers
of the Bank. Members of this Committee are Dudley
C. Dworken, Chairman, Thomas E. Beery, Ronald E.
Parr, Thomas L. Phillips, and Donald R. Rogers.
Credit Review Committee - This Committee met 12
times during 1994 to review delinquent, criticized
and classified loans. It develops workout
strategies to include forbearance agreements, new
loan advances and re-negotiation of all terms and
conditions and foreclosures. It also monitors the
Allowance for Loan and Lease Losses and overall
asset quality. Members of this Committee are
Ronald D. Paul, Chairman, Thomas E. Beery, Arthur
H. Blitz, John R. Fernstrom and William A. Koier.
Director Compensation
Directors of the Company and Bank receive $200
for each Board or Committee meeting attended and
$250 for each meeting chaired. Directors of the
Company and the Bank that are also full-time
officers receive no additional compensation for
attendance at such meetings. Mr. Abel received a
fee of $40,368 for fiscal year 1994 as Chairman of
the Company and the Bank. Mr. Paul was appointed
President of the Company in May, 1994 and received
a fee of $3,600 for fiscal year 1994. During 1994,
the Company and the Bank paid fees of $144,146 in
the aggregate to all directors.
On February 9, 1994, the Board of Directors
approved the grant of warrants to purchase 5,000
shares of Common Stock to each director of the
Company and the Bank; Messrs. Abel and Beery
elected not to receive any of such warrants. The
warrants to purchase an aggregate of 108,000 shares
of Common Stock are presently exercisable and
provide for an exercise price of $5.00 per share
and an expiration date of February 8, 1999. Shares
of Common Stock received upon exercise of the
warrants are required to be held by the recipient
thereof for a minimum of one year.
EXECUTIVE OFFICERS' COMPENSATION AND CERTAIN
TRANSACTIONS
Compensation - Overview
In accordance with regulations enacted by the
Securities and Exchange Commission on October 15,
1992, the Company is providing summarized tables of
all compensation awarded to, earned by, or paid to
certain executive officers. It should be noted,
however, that during 1994, no cash compensation was
paid to Mr. Beery and Ms. Elkins, executive
officers of the Company, in his or her capacity as
such. Each of the executive officers of the
Company received compensation from the Bank for
services rendered in their capacities as executive
officers of the Bank.
The following table sets forth a comprehensive
overview of the compensation for the Bank's Chief
Executive Officer during the fiscal year just
ended. No other executive officer received
compensation in excess of $100,000 during fiscal
year 1994.(1)
Name and
Principal Fiscal
Other
Position Year Salary Bonus
Options Compensation
Thomas E. Beery 1994 $125,000 $5,000 (6)
3,600 (5) $13,345 (1)
Director, CEO 1993 $115,000 3,000
5,000 $14,700 (2)
and President 1992 $ 99,205 -0-
3,000 $ 8,138 (3)
(1) Includes taxable portion of premium for term
group life insurance of $1,152, $4,993 for 401(K)
matching contribution, and $7,200 for car
allowance.
(2) Includes taxable portion of premium for term
group life insurance of $1,046, $2,568 for 401(K)
matching contribution, $4,800 for car allowance,
and $6,286 unused vacation payment.
(3) Includes taxable portion of premium for term
group life insurance of $515, $2,823 for 401(K)
matching contribution and $5,493 for automobile
allowance.
OPTION GRANTS IN LAST FISCAL YEAR
Potential
Realizable
Number of
Value at
Securities % of Exercise
Assumed Annual
Underlying Total or Base
Rate of Stock
Options Options Price
Expiration Appreciation
Name Granted Granted Per Share
Date for Option Term(4)
5% 10%
Thomas E. Beery 3,600 (5) 14.63% $6.67
1999 $6,630 $14,652
(4) The assumed annual rates of appreciation in
the table are shown for illustrative purposes only
pursuant to applicable SEC requirements. Actual
values realized on stock options are dependent on
actual future performance of the Company's stock,
among other factors. Accordingly, the amounts
shown may not necessarily be realized.
(5) Reflective of 6 for 5 stock split, effected
June 30, 1994.
(6) Reflective of bonuses received at year-end
review.
AGGREGATED OPTION EXERCISED IN LAST FISCAL
YEAR,
AND FISCAL YEAR END OPTION VALUES
Number
of
Securities
Underlying Value of
Unexercised Unexercised
Options at In-The-Money
Fiscal
Options at
Shares Year
End Fiscal Year End
Acquired Value
Exercisable/ Exercisable/
Name on Exercise Realized
Unexercisable Unexercisable
Thomas E. Beery -0- -0-
12,750/0 0/0
Employee Stock Option Plan
The Board of Directors of the Company approved
a five year Employee Stock Option Plan ("ESOP
Plan") in January, 1994, which was adopted at the
1994 Annual Meeting of Stockholders. The purpose of
the ESOP Plan was to provide a means whereby
certain officers and employees of the Company, the
Bank, or any other wholly-owned subsidiary of the
Company, could be given an opportunity to purchase
Common Stock of the Company under options which
qualified as "qualified stock options" under the
Internal Revenue Code. The ESOP Plan reserved
78,000 shares of the Company's Common Stock for
issuance upon the exercise of options granted
thereunder. The ESOP Plan will terminate in May,
1999, five years after the date of adoption. The
number of options granted to employees in fiscal
1994 was recommended by the Compensation Committee
and such options were issued at no less than the
average of the bid and ask price at the close of
business on the day on which the option was
granted. As of April 7, 1995 there were
outstanding options to purchase 24,600 shares of
Common Stock which had been granted under the ESOP
Plan.
401(K) Plan
The Bank currently maintains a 401(K) Profit
Sharing Plan (the "Plan"). Employees who are
eligible to participate in the Plan are those who
have been employed by the Bank or the Company for a
least 1 year and work at least 1,000 hours during
any Plan (calendar) year. At the beginning of each
Plan year, the Compensation Committee determines
the percentage that it will match of each eligible
employee's contribution, which contribution is
allocated among Plan participants with 1,000 hours
of service during such year according to the
following formula:
Matching Formula
Employee % of Salary Bank
matching %
1%
.50%
2%
1.00%
3%
1.50%
4%
2.00%
5%
2.50%
6%
3.00%
Vesting Schedule for Matching
Contribution
Years of Service Annual
Vesting Percentage
Two Years
20%
Three Years
50%
Four Years
100%
During the 1994 fiscal year, the Company and
its subsidiaries contributed $26,522 to the Plan
for all participants, including $4,993 contributed
for Mr.
Beery.
Related Party Transactions
In the ordinary course of business, loans are
made to officers and directors of the Company and
the Bank and to entities with which they are
affiliated. These loan are made on substantially
the same terms and conditions as those prevailing
at the time for comparable transactions with
outsiders, and are not considered to involve more
than the normal risk of collectability.
For the years ended December 31, 1994, 1993
and 1992 an analysis of such loans, in the
aggregate, is as follows:
1994
1993 1992
Balance at January 1 $2,990,545
$3,209,821 $3,267,535
New loans 2,895,727
1,567,758 1,933,092
Repayments/Adjustments (2,556,668)
(1,787,034) (1,990,806)
Balance at December 31 $3,329,604
$2,990,545 $3,209,821
Compensation Committee Report
The Compensation Committee of the Board of
Directors of the Bank was established in fiscal
1987. Through this committee, the Company and the
Bank have established and implemented an executive
compensation policy that has been approved by the
Board of Directors of the Company and covers the
executive officers of the Bank named in the Summary
Compensation Table.
Compensation Philosophy
The Company's compensation philosophy is to
provide executive officers with salaries that are
competitive with those paid by institutions of
similar size, performance and circumstances and
with incentive compensation for the accomplishment
of certain pre-established goals. The policy seeks
to achieve a balance between base salary and
incentives, with incentives reflecting both long
and short-term goals and normally being intended to
comprise less than 10% of the officer's total
annual compensation. Annual increases to an
executive officer's base salary are based, in part,
on the officer's responsibilities, performance of
those responsibilities and achievement of
pre-established goals. Incentive compensation,
generally in the form of salary increases, stock
options, and bonuses is closely tied to individual
performance, provided that certain overall
corporate goals are met, in a manner that is
intended to encourage continuous focus on enhancing
shareholder value, continued profitability and
teamwork.
The Compensation Committee developed the
fiscal 1994 compensation package for each executive
officer, including salary and any incentive
compensation, based on its review of selected local
institutions and national and regional industry
peer group data from the Sheshunoff Bank Executive
and Director Compensation Survey, 1994 and
evaluations of the performance of each executive
officer. The factors considered by the
Compensation Committee in evaluating the
performance of an executive officer include the
achievement of pre-established quantitative goals
that are specific to the executive officer's
responsibilities.
CEO Compensation
As with other executive officers, the
compensation paid to Mr. Beery as CEO is a
combination of salary, auto allowance, 401(K)
contribution, health, life and disability insurance
and stock options. To determine his salary and
other benefits, the Compensation Committee
considered information regarding salaries paid to
CEO's of banks with assets of $100 to $200 million
within the area of Washington, D.C., Maryland and
Virginia. Other factors considered by the
Compensation Committee were Mr. Beery's achievement
on reaching pre-determined goals including
earnings, asset quality and growth.
This report has been prepared by the
Compensation Committee of the Board of Directors.
Dudley C. Dworken Ronald
E. Parr
Ronald D. Paul
William A. Koier
Compensation Committee Interlocks and Insider
Participation
The members of the Compensation Committee
presently include four outside directors: Mr.
Dudley C. Dworken, as Chairman, and Messrs. Ronald
E. Parr, Ronald D. Paul and William A. Koier.
None of these individuals are or have been employed
as an officer or employee of the Company or the
Bank.
Performance Graph
Set forth is a line graph comparing the yearly
percentage change in cumulative total shareholder
return on the Company's Common Stock from January
1, 1990 through December 31, 1994. The Company's
yearly percentage change in cumulative total
shareholder return as shown is compared to the
NASDAQ Market Index and a selected peer group index
consisting of one hundred forty Middle Atlantic
banks published by Media General Financial
Services.
240
220
200
180
160 +
+
140
+
x
120 * x x x
+
100 *+x
80 X
*
+
60 *
* *
40
12/31/89 12/31/90 12/31/91 12/31/92
12/31/93 12/31/94
* Allegiance Banc Corporation Common Stock
(adjusted for stock split June, 1994)
+ Peer Group Index
x NASDAQ Market Index
APPOINTMENT OF INDEPENDENT PUBLIC
ACCOUNTANTS
The Board of Directors has selected the firm
of Stegman & Company as independent auditors of the
Company and the Bank for the year ending December
31, 1995 and recommends that shareholders ratify
the appointment. The Company has been advised by
Stegman & Company that neither the firm nor any of
its associates has any relationship with the
Company or the Bank other than the usual
relationship that exists between independent
certified public accountants and clients.
Representatives of Stegman & Company are expected
to be present at the Annual Meeting, will have the
opportunity to make a statement, if they desire to
do so, and will be available to respond to
appropriate questions.
OTHER MATTERS
Proposals by Shareholders
Shareholders may send proposals for inclusion
in the proxy materials for the 1996 Annual Meeting
of Shareholders of the Company to:
Sherry Gadeken
Corporate Secretary
Allegiance Banc
Corporation
4719 Hampden Lane
Bethesda, Maryland
20814
All of such proposals must be received by the
Company in writing not later than December 9, 1995
for inclusion in the Company's proxy statement and
form of proxy relating to the meeting.
Other Business
The Board of Directors of the Company is not
aware of any matters which may be presented for
action at the Annual Meeting other than those set
forth above. However, with respect to any other
business which may come before the meeting, the
persons designated in the enclosed proxy will vote
in accordance with their best judgment.
Form 10-K
Upon receipt of a written request, the Company
will deliver, without charge, to any shareholder of
record entitled to vote at the Annual Meeting or to
any beneficial owner of Common Stock, a copy of the
Company's annual report on Form 10-K for the fiscal
year ended December 31, 1994 required to be filed
with the SEC under the Exchange Act. Such written
requests should be directed to Sherry Gadeken,
Corporate Secretary, Allegiance Banc Corporation,
4719 Hampden Lane, Bethesda, Maryland, 20814.
By
Order of the Board of Directors
Sherry
Gadeken
Corporate Secretary
April 7, 1995
