SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
[ X ] Filed by the registrant
[ ] 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. 240.14a-11(c) or ss. 240.14a-12
AMB FINANCIAL CORP.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
<PAGE>
AMB
FINANCIAL CORP.
March 29, 1999
Dear Fellow Stockholder:
On behalf of the Board of Directors and management of AMB Financial
Corp. (the "Company"), I cordially invite you to attend this year's Annual
Meeting of Stockholders. The meeting will be held at 10:30 a.m. on April 28,
1999 at the main office of the Company located at 8230 Hohman Avenue, Munster,
Indiana.
In addition to the election of two directors of the Company, your Board
of Directors is submitting for ratification the appointment of Cobitz,
VandenBerg & Fennessy as independent auditors of the Company. The Board of
Directors unanimously recommends that you vote for the election of the Board
nominees for director and for the appointment of Cobitz, VandenBerg & Fennessy.
I encourage you to attend the meeting in person. Whether or not you
attend the meeting, I hope that you will read the enclosed Proxy Statement and
then complete, sign and date the enclosed proxy card and return it in the
postage prepaid envelope provided as promptly as possible. This will save the
Company additional expense in soliciting proxies and will ensure that your
shares are represented. Please note that you may vote in person at the meeting
even if you have previously returned the proxy.
Thank you for your attention to this important matter.
Sincerely,
/s/CLEMENT B. KNAPP, JR.
------------------------
CLEMENT B. KNAPP, JR.
President and Chief Executive Officer
<PAGE>
AMB
FINANCIAL CORP.
8320 Hohman Avenue
Munster, Indiana 46321-1579
(219) 836-5870
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be Held on April 28, 1999
Notice is hereby given that the Annual Meeting of Stockholders (the
"Meeting") of AMB Financial Corp. (the "Company") will be held at the main
office of the Company located at 8230 Hohman Avenue, Munster, Indiana, at 10:30
a.m., Munster, Indiana time, on April 28, 1999.
A Proxy Card and a Proxy Statement for the Meeting are enclosed.
The Meeting is for the purpose of considering and acting upon:
1. The election of two directors of the Company;
2. The ratification of the appointment of Cobitz, VandenBerg &
Fennessy as the independent auditors of the Company for the fiscal
year ending December 31, 1999; and
such other matters as may properly come before the Meeting, or any adjournments
thereof. The Board of Directors is not aware of any other business to come
before the Meeting.
Action may be taken on any one of the foregoing proposals at the
Meeting on the date specified above, or on any date or dates to which the
Meeting may be adjourned or postponed. Stockholders of record at the close of
business on March 17, 1999 are the stockholders entitled to vote at the Meeting
and any adjournments thereof.
You are requested to complete and sign the enclosed form of proxy,
which is solicited on behalf of the Board of Directors, and to mail it promptly
in the enclosed envelope. The proxy will not be used if you attend and vote at
the Meeting in person.
BY ORDER OF THE BOARD OF DIRECTORS
/s/Clement B. Knapp, Jr.
------------------------
Clement B. Knapp, Jr.
Chairman of the Board, President and
Chief Executive Officer
Munster, Indiana
March 29, 1999
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES TO ENSURE A QUORUM AT THE MEETING. A SELF-
ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED IF
MAILED WITHIN THE UNITED STATES.
<PAGE>
PROXY STATEMENT
AMB
FINANCIAL CORP.
8320 Hohman Avenue
Munster, Indiana 46321-1579
(219) 836-5870
ANNUAL MEETING OF STOCKHOLDERS
April 28, 1999
This Proxy Statement is furnished in connection with the solicitation
on behalf of the Board of Directors of AMB Financial Corp. (the "Company"), the
parent company of American Savings, FSB ("American Savings" or the "Bank"), of
proxies to be used at the Annual Meeting of Stockholders of the Company (the
"Meeting") which will be held at the Company's main office located at 8230
Hohman Avenue, Munster, Indiana on April 28, 1999, at 10:30 a.m., Munster,
Indiana time, and any adjournments thereof. The accompanying Notice of Annual
Meeting and this Proxy Statement are first being mailed to stockholders on or
about March 29, 1999.
At the Meeting, stockholders of the Company are being asked to consider
and vote upon the election of two directors and the appointment of Cobitz,
VandenBerg & Fennessy as independent auditors for the Company for the fiscal
year ending December 31, 1999.
Vote Required and Proxy Information
All shares of the Company's Common Stock, par value $.01 per share (the
"Common Stock"), represented at the Meeting by properly executed proxies
received prior to or at the Meeting, and not revoked, will be voted at the
Meeting in accordance with the instructions thereon. If no instructions are
indicated, properly executed proxies will be voted for the director nominees and
the ratification of auditors. The Company does not know of any matters, other
than as described in the Notice of Annual Meeting, that are to come before the
Meeting. If any other matters are properly presented at the Meeting for action,
the persons named in the enclosed form of proxy and acting thereunder will have
the discretion to vote on such matters in accordance with their best judgment.
Directors shall be elected by a plurality of the votes present in
person or represented by proxy at the Meeting and entitled to vote on the
election of directors. The appointment of Cobitz, VandenBerg & Fennessy as
independent auditors requires the affirmative vote of a majority of shares
present in person or represented by proxy at the Meeting and entitled to vote on
such matter. Proxies marked to abstain with respect to a proposal have the same
effect as votes against the proposal. Broker non-votes have no effect on the
vote. One-third of the shares of the Common Stock, present in person or
represented by proxy, shall constitute a quorum for purposes of the Meeting.
Abstentions and broker non-votes are counted for purposes of determining a
quorum.
<PAGE>
A proxy given pursuant to the solicitation may be revoked at any time
before it is voted. Proxies may be revoked by: (i) filing with the Secretary of
the Company at or before the Meeting a written notice of revocation bearing a
later date than the proxy, (ii) duly executing a subsequent proxy relating to
the same shares and delivering it to the Secretary of the Company at or before
the Meeting, or (iii) attending the Meeting and voting in person (although
attendance at the Meeting will not in and of itself constitute revocation of a
proxy). Any written notice revoking a proxy should be delivered to Denise L.
Knapp, Secretary, AMB Financial Corp., 8230 Hohman Avenue, Munster, Indiana
46321-1579.
Voting Securities and Certain Holders Thereof
Stockholders of record as of the close of business on March 17, 1999
will be entitled to one vote for each share of Common Stock then held. As of
that date, the Company had 1,124,125 shares of Common Stock issued
1
<PAGE>
and 869,829 shares outstanding. The following table sets forth information
regarding share ownership of (i) those persons or entities known by management
to beneficially own more than five percent of the Common Stock ("Five Percent
Beneficial Owners") and (ii) all directors, directors emeritus and executive
officers of the Company and the Bank as a group.
<TABLE>
<CAPTION>
Shares
Beneficially
Owned at Percent
Beneficial Owner March 17, 1999 of Class
---------------- -------------- --------
<S> <C> <C>
Five Percent Beneficial Owners:
- -------------------------------
AMB Financial Corp. Employee Stock Ownership Plan 87,100(1) 10.01%
8230 Hohman Avenue
Munster, Indiana
Thomson Horstmann & Bryant, Inc. 86,800(2) 9.98
Park 80 West Plaza Two
Saddle Brook, New Jersey
Clement B. Knapp, Jr. 44,486(3) 5.11
8230 Hohman Avenue
Munster, Indiana
Directors, director emeritus and executive officers 147,992(4) 17.01
of the Company and the Bank, as a group (12 persons)
</TABLE>
(1) The amount reported represents shares held by the Employee Stock Ownership
Plan ("ESOP"), 25,715 shares of which have been allocated to accounts of
participants. First Bankers Trust, the trustee of the ESOP, may be deemed
to beneficially own the shares held by the ESOP which have not been
allocated to accounts of participants. Participants in the ESOP are
entitled to instruct the trustee as to the voting of shares allocated to
their accounts under the ESOP. Unallocated shares held in the ESOP's
suspense account or allocated shares for which no voting instructions are
received are voted by the trustee in the same proportion as allocated
shares voted by participants.
(2) As reported by Thomson Horstmann & Bryant, Inc. in statement dated January
15, 1999 on schedule 13-F under Securities Exchange Act of 1934. The filer
reported sole voting power over 43,400 shares, and sole dispositive power
over 86,800 shares. Subsequent to December 31, 1998, the filer reported the
sale of all beneficially owned shares.
(3) Includes 5,083.881 shares allocated under the Company's ESOP and vested
options to purchase 11,241 shares pursuant to the Company's 1996 Stock
Option and Incentive Plan (the "Stock Option Plan"). Excludes unvested
options to purchase 16,862 shares pursuant to the Stock Option Plan and
6,744 unvested shares under the Company's 1996 Recognition and Retention
Plan ("RRP"). This amount also includes 1,639.778 shares which Mrs. Knapp
has the right to acquire pursuant to the Company's ESOP, vested options to
purchase 3,597 shares pursuant to the Stock Option Plan. Excludes unvested
options to purchase 5,396 shares and 2,969 unvested shares which Mrs. Knapp
has the right to acquire pursuant to the Stock Option Plan and the RRP,
respectively.
<PAGE>
(4) Includes shares held directly, as well as shares held in retirement
accounts, shares allocated to the ESOP accounts of certain of the named
persons, vested stock options, held by certain members of the named
individuals' families, or held by trusts of which the named individual is a
trustee or substantial beneficiary, with respect to which the named
individuals may be deemed to have sole voting and investment power.
Excludes unvested options under the Stock Option Plan and unvested shares
under the RRP.
2
<PAGE>
PROPOSAL I - ELECTION OF DIRECTORS
The Company's Board of Directors is presently composed of six members,
each of whom is also a director of the Bank. Directors of the Company are
generally elected to serve for a three-year term or until their respective
successors shall have been elected and shall qualify. One-third of the directors
are elected annually.
The following table sets forth certain information regarding the
Company's Board of Directors, including their terms of office and nominees for
election as directors. It is intended that the proxies solicited on behalf of
the Board of Directors (other than proxies in which the vote is withheld as to
one or more nominees) will be voted at the Meeting for the election of the
nominees identified in the following table. If any nominee is unable to serve,
the shares represented by all such proxies will be voted for the election of
such substitute as the Board of Directors may recommend. At this time, the Board
of Directors knows of no reason why any of the nominees might be unable to
serve, if elected. There are no arrangements or understandings between any
director or nominee and any other person pursuant to which such director or
nominee was selected.
<TABLE>
<CAPTION>
Shares of Common
Term Stock Beneficially Percent
Director to Owned at of
Name Age Position(s) Held Since(1) Expire March 17, 1999(2) Class
---- --- ---------------- -------- ------ ----------------- -----
<S> <C> <C> <C> <C> <C> <C>
NOMINEES
John G. Pastrick 67 Director 1979 2002 5,346(2) .61%
Robert E. Tolley 61 Director 1987 2002 8,546(2) .98
DIRECTORS CONTINUING IN OFFICE
Clement B. Knapp, Jr. 56 Chairman of the Board, President 1970 2000 44,846(3) 5.11
and Chief Executive Officer
Donald L. Harle 60 Director 1995 2000 12,846(2) 1.48
Ronald W. Borto 51 Director 1986 2001 24,231(2) 2.79
John C. McLaughlin 70 Director 1979 2001 3,196(2) .37
</TABLE>
- -------------
(1) Includes service as a director of the Bank.
(2) Includes vested options to purchase 2,248 shares which each director has
the right to acquire pursuant to the Stock Option Plan. Excludes unvested
options to purchase 3,372 shares and 1,350 unvested shares which each
director has the right to acquire pursuant to the Stock Option Plan and the
RRP, respectively.
(3) Includes 5,083.881 shares allocated under the Company's ESOP and vested
options to purchase 11,241 shares pursuant to the Company's 1996 Stock
Option and Incentive Plan (the "Stock Option Plan"). Excludes unvested
options to purchase 16,862 shares pursuant to the Stock Option Plan and
6,744 unvested shares under the Company's 1996 Recognition and Retention
Plan ("RRP"). This amount also includes 1,639.778 shares which Mrs. Knapp
has the right to acquire pursuant to the Company's ESOP, vested options to
purchase 3,597 shares pursuant to the Stock Option Plan. Excludes unvested
options to purchase 5,396 shares and 2,969 unvested shares which Mrs. Knapp
has the right to acquire pursuant to the Stock Option Plan and the RRP,
respectively.
3
<PAGE>
The business experience of each director and director nominee is set
forth below. All directors have held their present positions for at least the
past five years, except as otherwise indicated.
John G. Pastrick. Mr. Pastrick retired in April 1995 as Director of
Sales for the Environmental Construction Company, a position he held since 1991.
For the prior 20 years he served as Vice President of Welsh Oil Company. He is
an active member in several trade organizations and community organizations.
Robert E. Tolley. Mr. Tolley is President and Chief Executive Officer
of Calumet Machine and Welding, Inc. and of Automation and Robotics, Inc. both
located in Highland, Indiana. He earned both his B.S.M.E. and M.S.M.E. degrees
from Purdue University. Mr. Tolley is also active in several community
organizations.
Clement B. Knapp, Jr. Mr. Knapp has served as Chairman of the Board,
President and Chief Executive Officer of the Bank since 1977 and has acted in
all of such capacities with the Company since its incorporation in 1993. Since
joining the Bank in 1968 he has served in various capacities and attended many
banking schools and seminars. He is a graduate of Georgetown University and
Indiana University/Indianapolis Law School. Mr. Knapp is also active in several
community organizations. Mr. Knapp is the husband of Denise L. Knapp, Secretary
of the Bank.
Donald L. Harle. Mr. Harle is the President and Chief Executive Officer
of Mid-America Mailers, Inc., a company he co-founded in 1969. He has been in
the direct mail business since he graduated from Indiana University in 1960. He
is active in the direct mail professional associations, as well as the American
Red Cross, Boy Scouts and the Hammond Chamber of Commerce.
Ronald W. Borto. Mr. Borto is a certified public accountant and
managing partner for the accounting firm of Borto and Borto located in
Schererville, Indiana. He received his B.S. in Accounting Degree from Indiana
University in 1969. Mr. Borto has also served on the Boards of Directors of
Southlake Community Mental Health Center and Youche Country Club.
John C. McLaughlin. Mr. McLaughlin has been retired since 1986. Prior
to his retirement, Mr. McLaughlin was a real estate developer and apartment
complex owner in Hammond, Indiana. He has also served on the Board of Directors
of Woodmar Country Club.
Director Emeritus
The Company currently has one director emeritus. William J.
Fitzpatrick, M.D. was formerly a director of the Company and the Bank and
retired as such in December 1995, and was appointed as a director emeritus. Dr.
Fitzpatrick was in the private practice of surgery for 35 years, prior to
retiring in 1991. He is presently a self-employed health care consultant. He has
served on various Boards of Directors, including the Associated Group, Blue
Cross/Blue Shield of Indiana and Kentucky and the Community Hospital in Munster,
Indiana.
<PAGE>
Board of Directors' Meetings and Committees
The Company. The Company's Board of Directors meets on an as needed
basis. The Board of Directors of the Company met four times during the year
ended December 31, 1998. During calendar year 1998, no director of the Company
attended fewer than 75% of the aggregate of the total number of Board meetings
on which he served. The Company pays directors a fee of $1,200 per year which is
in addition to any fees payable to such persons for attendance at meetings of
the Board of Directors of the Bank. The Company has standing audit, compensation
and nominating committees.
The Compensation Committee reviews and approves all executive officers'
compensation and related plans. This committee is composed of Directors
Pastrick, McLaughlin and Harle, and met once time during fiscal 1998.
4
<PAGE>
The Audit Committee reviews audit reports and updated matters to ensure
effective compliance with regulations and interest policies and procedures. The
committee also acts as a liaison with the Company's independent auditors. This
committee is composed of Directors Borto and Knapp, and Vice President Daniel T.
Poludniak. This Committee met once during fiscal 1998.
The Nominating Committee meets annually in order to nominate candidates
for membership on the Board of Directors. This committee is comprised of
Directors Borto and McLaughlin. The committee met once during fiscal 1998.
While the Nominating Committee will consider nominees recommended by
stockholders, the committee has not actively solicited such nominations.
Pursuant to the Company's by-laws, nominations for directors by stockholders
must be made in writing and delivered to the Secretary of the Company at least
70 days prior to the meeting date provided, however, that in the event that less
than 80 days' notice of the date of the meeting is given or made to
stockholders, notice to be timely must be so received not later than the close
of business on the tenth day following the day on which such notice of the date
of the meeting was mailed or public announcement of the date of the meeting is
made, and such written nomination must contain certain information specified in
the Company's by-laws.
The Bank. The Bank's Board of Directors meets monthly. Additional
special meetings may be called by the President or the Board of Directors. The
Board of Directors met twelve times during the year ended December 31, 1998.
During fiscal year 1998, no director of the Bank attended fewer than 75% of the
aggregate of the total number of Board meetings and the total number of meetings
held by the committees of the Board of Directors on which he served. Directors
are paid a fee of $750 per month. Directors do not receive any additional
compensation for committee meeting attendance. The Bank has standing
Compensation/Pension, Special Assets, Loan, Audit, CRA and Compliance
Committees.
The Compensation/Pension Committee meets to review salaries and the
Bank's benefit plans, the performance of officers, and recommends compensation
adjustments and promotions of officers. This committee is comprised of Directors
Pastrick (Chairman), McLaughlin and Harle. The Compensation/Pension Committee
met once during fiscal year 1998.
The Special Assets Committee meets quarterly to review the Bank's loan
portfolio and make recommendations to the full Board of Directors regarding
general valuation allowance requirements. The members of the Special Assets
Committee are Directors Borto (Chairman) and Knapp, and Senior Vice President
Louis A. Green.
The Loan Committee meets weekly, or as needed, to approve loans which
are in excess of the individual loan officer's lending authority. The Loan
Committee consists of Senior Vice President Louis A. Green (Chairman), Directors
Knapp, Pastrick and Tolley, and Secretary Denise L. Knapp.
The Audit Committee is comprised of Directors Borto (Chairman) and
Knapp and Vice President Daniel T. Poludniak. The Audit Committee recommends
independent auditors to the Board of Directors, and reviews the results of the
auditors' reports and services. This committee met once during fiscal year 1998.
<PAGE>
The CRA Committee is responsible for reviewing the Bank's compliance
with its requirements under the Community Reinvestment Act and making
recommendations to the Board of Directors. The members of this committee are
Directors Tolley (Chairman), Pastrick and Knapp, Senior Vice President Louis A.
Green and Compliance Officer Todd Williams. The CRA Committee met three times
during fiscal year 1998.
The Compliance Committee reviews the Bank's compliance with operating
and regulatory policies. The committee is composed of Directors Pastrick
(Chairman), Tolley and Knapp, and Compliance Officer Todd Williams.
This committee did not meet during fiscal year 1998.
5
<PAGE>
Executive Officers Who Are Not Directors
The business experience of each executive officer who is not also a
director is set forth below.
Louis A. Green. Mr. Green, age 55, joined the Bank in 1967. He has held
various positions including Controller and Vice President. Mr. Green was
appointed as Senior Vice President of the Bank in 1985 and of the Company in
1993 and is responsible for coordinating the Bank's loan activities. Prior to
joining the Bank, Mr. Green was an accountant in the Chicago Office of Ernst and
Ernst. He is also an active member in several trade and community organizations.
Daniel T. Poludniak. Mr. Poludniak, age 57, has been Vice President,
Treasurer and Chief Financial Officer of the Bank since 1983 and the Company
since 1993. As Chief Financial Officer of the Bank, Mr. Poludniak is responsible
for the establishment and supervision of the accounting and data processing
activities of the Bank. Prior to joining American Savings in 1983, Mr. Poludniak
had twenty years experience in both local and Chicago banks.
Denise L. Knapp. Mrs. Knapp, age 51, was appointed as the Secretary of
the Bank in 1987 and of the Company in 1993. She has also served as a loan
officer since 1985 and as the Dyer branch manager since 1989. Since joining the
Bank in 1975, Mrs. Knapp has served in various capacities and is a member of
several executive committees of the Bank. Mrs. Knapp is also active in several
charitable organizations in the area. Mrs. Knapp is the wife of President Knapp.
Executive Compensation
The following table sets forth information concerning the compensation
paid or granted to the Bank and the Company's Chief Executive Officer. Such
amounts do not include the compensation paid to the corporate secretary, who is
the Chief Executive Officer's spouse. No other executive officer of the Company
had aggregate cash compensation exceeding $100,000.
<TABLE>
<CAPTION>
Summary Compensation Table
Long Term
Annual Compensation
Compensation Awards
----------------------- ---------------------------
Restricted
Name and Principal Stock Options/ All Other
Position Year Salary($)(1) Bonus($) Award ($)(2) SARs (#)(2) Compensation($)(3)
-------- ---- ------------ -------- ------------ ----------- ------------------
<S> <C> <C> <C> <C> <C> <C>
Clement B. Knapp, Jr., 1998 $132,300 $11,270 $ --- --- $ 27,418
Chairman, President and 1997 122,200 7,400 --- --- 28,079
Chief Executive Officer 1996 120,200 16,820 148,943 28,103 24,360
</TABLE>
- ------------------
(1) Amount includes fees received as a director.
<PAGE>
(2) Pursuant to the Stock Option Plan, the Company granted Mr. Knapp options to
purchase 28,103 shares each of common stock. Pursuant to the RRP, the
Company issued 11,241 shares of restricted stock to Mr. Knapp. The
indicated value of the restricted stock is based on the Company's stock
price as of December 31, 1998. All of the above awards vest in equal annual
installments commencing in October 1997.
(3) Includes contributions made by the Bank to a 401(k) Plan, and interest paid
on 401(k) contributions and deferred amounts under the Bank's deferred
compensation plans equal $6,702 and $2,730, respectively, for fiscal 1998,
$8,707 and $2,016, respectively, for fiscal 1997, and $7,423 and $1,437,
respectively for fiscal 1996. Also includes contributions to the ESOP of
$17,986, $17,356 and $15,500 for 1998, 1997 and 1996, respectively.
6
<PAGE>
No Stock Appreciation Rights ("SARs") or options were granted during
fiscal 1998.
The following table provides information as to the value of the options
held by the Company's Chairman of the Board, President and Chief Executive
Officer on December 31, 1998, none of which have been exercised.
No stock appreciation rights were granted as of such date.
<TABLE>
<CAPTION>
Aggregated Option/SAR Exercises in Last Fiscal Year and Year-end Option/SAR Values
Value of
Number of Securities Unexercised
Underlying Unexercised In-the-Money
Shares Options/SARs at Options/SARs at
Acquired Value FY-End (#) FY-End ($)
on Exercise Realized --------------------------- ----------------------------
Name (#) ($) Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C> <C> <C>
Clement B. Knapp, Jr. --- --- 11,241 16,862 $0 $0(2)
</TABLE>
- ---------------
(1) Represents options to purchase Common Stock awarded to the Company's
Chairman of the Board, President and Chief Executive Officer. Does not
include options granted to the Corporate Secretary, who is the Chairman's
spouse. The options vest in five equal annual installments. The first and
second installments vested in October 1997 and October 1998, respectively,
with the remaining installments to vest equally in October 1999, 2000 and
2001.
(2) Represents the aggregate market value (market price of the Common Stock
less the exercise price) of in-the-money options granted based upon the
average of the closing price of $12.125 per share of the Company's Common
Stock as reported on the Nasdaq Small Cap Market on December 31, 1998.
Employment Agreements
The Bank has entered into employment agreements with Messrs. Knapp,
Poludniak and Green and Mrs. Knapp. The employment agreements are designed to
assist the Bank in maintaining a stable and competent management team. The
continued success of the Bank depends to a significant degree on the skills and
competence of its officers. The employment agreements provide for an annual base
salary in an amount not less than the employee's current salary and an initial
term, in the case of Mr. Knapp, of three years and in the case of the other
recipients, of one year. The agreements provide for extensions for a period of
one year on each annual anniversary date, subject to review and approval of the
extension by disinterested members of the Board of Directors of the Bank. The
agreements provide for termination upon the employee's death, for cause or in
certain events specified by OTS regulations. The employment agreements are also
terminable by the employee upon 90 days notice to the Bank.
<PAGE>
The employment agreements provide for payment to the employee of his
salary for the remainder of the term of the agreement, plus up to 100% (299% in
the case of Mr. Knapp) of the employee's base compensation, in the event there
is a "change in control" of the Bank and employment terminates involuntarily in
connection with such change in control or within twelve months thereafter. This
termination payment may not exceed three times the employee's average annual
compensation over the most recent five year period or be non-deductible by the
Bank for federal income tax purposes. For the purposes of the employment
agreements, a "change in control" is defined as any event which would require
the filing of an application for acquisition of control or notice of change in
control pursuant to OTS change in control regulations (12 C.F.R. ss. 574.3 or
4). Such filings are generally triggered prior to the acquisition or control of
10% of the Company's common stock. The agreements guarantee participation in an
equitable manner in employee benefits applicable to executive personnel.
7
<PAGE>
Based on current salaries, if the employment of Messrs. Knapp, Green
and Poludniak, and Mrs. Knapp had been terminated as of December 31, 1998, under
circumstances entitling them to severance pay as described above, they would
have been entitled to receive lump sum cash payments of approximately $387,500,
$90,500, $82,400 and $37,400, respectively.
Benefit Plans
General. The Bank currently provides health care benefits to its
employees, including hospitalization, disability and major medical insurance,
subject to certain deductibles and copayments by employees.
Pension Plan. The Bank sponsors a defined benefit pension plan for its
employees (the "Pension Plan"). An employee is eligible to participate in the
Pension Plan following the completion of 12 months of service and reaching the
age of 21 years. A participant must reach two years of service before he attains
a vested interest in his retirement benefits. After completing six years of
service, a participant will be 100% vested in his retirement benefits. The
Pension Plan is funded solely through contributions made by the Bank. In 1998,
the Pension Plan contribution for the plan year was $80,598 which was funded by
a contribution from the Bank.
The benefit provided to a participant at normal retirement age (65) is
based on the average of the participant's monthly compensation during the five
consecutive years during which his compensation was highest ("average monthly
compensation"). Compensation for this purpose includes all taxable compensation
paid to the participant. The monthly benefit provided to a participant who
retires at age 65 is equal to 1.4% of average monthly compensation for each year
of service without offset of the participant's anticipated Social Security
benefits. The Pension Plan also provides for disability and death benefits.
The following table sets forth, as of December 31, 1998, estimated
annual pension benefits for individuals at age 65 payable in the form of an
annuity with a minimum of 10 years of benefits under the most advantageous plan
provisions for various levels of compensation and years of service. The figures
in this table are based upon the assumption that the Pension Plan continues in
its present form and does not reflect offsets for Social Security benefits and
does not reflect benefits payable under the ESOP. As required by the Code, the
Pension Plan may not provide annual benefits which exceed certain maximum limits
or which are based on annual compensation in excess of $160,000 in 1998. At
December 31, 1998, Mr. Knapp had 30 years of credited service under the Pension
Plan.
<TABLE>
<CAPTION>
Years of Credited Service
----------------------------------------------------------------------------------
Remuneration 10 15 20 25 30 35
------------ ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
$ 50,000 $ 7,000 $10,500 $14,000 $17,500 $21,000 $24,500
75,000 $10,200 $15,750 $21,000 $26,250 $31,500 $38,750
100,000 $14,000 $21,000 $28,000 $35,000 $42,000 $49,000
125,000 $17,500 $26,250 $35,000 $43,750 $52,500 $61,250
150,000 $21,000 $31,500 $42,000 $52,500 $63,000 $73,500
160,000 $22,400 $33,600 $44,800 $56,000 $67,200 $78,400
</TABLE>
8
<PAGE>
Certain Transactions
The Bank has followed a policy of granting loans to eligible directors,
officers, employees and members of their immediate families for the financing of
their personal residences and for consumer purposes. Under the Bank's current
policy, all such loans to directors and senior officers are required to be made
in the ordinary course of business and on the same terms, including collateral
and interest rates, as those prevailing at the time for comparable transactions
and do not involve more than the normal risk of collectability. However, prior
to August 1989, the Bank waived loan origination fees on loans to directors and
employees. At December 31, 1998, the Bank's loans to directors, officers and
employees totaled approximately $816,000 or 6.08% of stockholders' equity.
PROPOSAL II - RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
At the Annual Meeting of Stockholders, the stockholders will consider
and vote on the ratification of the appointment of Cobitz, VandenBerg & Fennessy
("Cobitz") as the Company's independent auditors for the Company's fiscal year
ending December 31, 1999.
The Board of Directors of the Company has heretofore renewed the
Company's arrangement for Cobitz to be the Company's independent auditors for
the fiscal year ending December 31, 1999, subject to ratification by the
Company's stockholders. Representatives of Cobitz are expected to attend the
Meeting to respond to appropriate questions and to make a statement if they so
desire.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE
RATIFICATION OF THE APPOINTMENT OF COBITZ AS THE COMPANY'S INDEPENDENT AUDITORS
FOR THE FISCAL YEAR ENDING DECEMBER 31, 1999.
STOCKHOLDER PROPOSALS
In order to be eligible for inclusion in the Company's proxy materials
for next year's Annual Meeting of Shareholders, any shareholder proposal to take
action at such meeting must be received at the Company's executive office at
8230 Hohman Avenue, Munster, Indiana 46321-1578 no later than December 1, 1999.
Any such proposal shall be subject to the requirements of the proxy rules
adopted under the Securities Exchange Act of 1934, as amended. Otherwise, any
shareholder proposal to take action at such meeting must be received at the
Company's executive office at 8230 Hohman Avenue, Munster, Indiana 46321-1578 by
February 19, 2000; provided, however, that in the event that the date of the
annual meeting is held before April 8 or after June 27, 2000, the shareholder
proposal must be received not later than the close of business on the later of
the 70th day prior to such annual meeting or the tenth day following the day on
which notice of the date of the annual meeting was mailed or public announcement
of the date of such meeting was first made. All shareholder proposals must also
comply with the Company's bylaws and Delaware law.
OTHER MATTERS
The Board of Directors is not aware of any business to come before the
Meeting other than those matters described above in this Proxy Statement.
However, if any other matter should properly come before the Meeting, it is
intended that holders of the proxies will act in accordance with their best
judgment.
<PAGE>
The cost of solicitation of proxies will be borne by the Company. The
Company will reimburse brokerage firms and other custodians, nominees and
fiduciaries for reasonable expenses incurred by them in sending proxy materials
to the beneficial owners of Common Stock. In addition to solicitation by mail,
directors, officers and regular employees of the Company and/or the Bank may
solicit proxies personally or by telegraph or telephone without additional
compensation.
By Order of the Board of Directors
/s/Denise L. Knapp
------------------
Denise L. Knapp
Secretary
Munster, Indiana
March 29, 1999
9
<PAGE>
REVOCABLE PROXY
AMB FINANCIAL CORP.
[ X ] PLEASE MARK VOTES AS IN THIS EXAMPLE
ANNUAL MEETING OF STOCKHOLDERS
April 28, 1999
The undersigned hereby appoints the Board of Directors of AMB Financial
Corp. (the "Company"), and the survivor of them, with full powers of
substitution, to act as attorneys and proxies for the undersigned to vote all
shares of common stock of the Company which the undersigned is entitled to vote
at the Annual Meeting of Stockholders (the "Meeting"), to be held on April 28,
1999 at 10:30 a.m., and at any and all adjournments thereof, as follows:
I. The election as directors of all nominees listed below (except as marked to
the contrary below):
JOHN G. PASTRICK ROBERT E. TOLLEY
[ ] For [ ] Withhold [ ] Except
INSTRUCTION: To withhold authority to vote for any individual nominee, mark
"Except" and write that nominee's name in the space provided below.
- --------------------------------------------------------------------------------
II. The ratification of the appointment of Cobitz, VandenBerg &Fennessy as
auditors of the Company for the fiscal year ending December 31, 1999.
[ ] For [ ] Against [ ] Abstain
In their discretion, the proxies are authorized to vote on such other
matters as may properly come before the Meeting or any adjournment thereof.
The Board of Directors recommends a vote "FOR"
the listed proposals.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED,
THIS PROXY WILL BE VOTED FOR THE PROPOSALS STATED. IF ANY OTHER BUSINESS IS
PRESENTED AT SUCH MEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED IN THIS PROXY
IN THEIR BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO
OTHER BUSINESS TO BE PRESENTED AT THE MEETING.
<PAGE>
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.
AMB FINANCIAL CORP.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Should the above signed be present and elect to vote at the Meeting or at
any adjournment thereof, and after notification to the Secretary of the Company
at the Meeting of the stockholder's decision to terminate this Proxy, then the
power of such attorneys and proxies shall be deemed terminated and of no further
force and effect.
The above signed acknowledges receipt from the Company, prior to the
execution of this Proxy, of Notice of the Meeting, a Proxy Statement dated March
29, 1999 and the Company's Annual Report to Stockholders for the fiscal year
ending December 31, 1998.
Please sign exactly as your name(s) appear(s) on this card. When signing as
attorney, executor, administrator, trustee or guardian, please give your full
title. If shares are held jointly, each holder should sign.
PLEASE PROMPTLY COMPLETE, DATE, SIGN AND MAIL THIS PROXY
IN THE ENCLOSED POSTAGE-PAID ENVELOPE
