[GRAPHIC-LOGO] AMB FINANCIAL CORP.
March 24, 2000
Dear Fellow Stockholder:
On behalf of the Board of Directors and management of AMB Financial
Corp., we cordially invite you to attend the annual meeting of stockholders. The
annual meeting will be held at 10:30 a.m. central standard time on April 26,
2000 at our main office located at 8230 Hohman Avenue, Munster, Indiana.
In addition to the election of two directors, stockholders are also
being asked to ratify the appointment of Cobitz, VandenBerg & Fennessy as
independent auditors. The Board of Directors unanimously recommends that you
vote FOR the election of the nominees for director and as well as the
ratification of the appointment of Cobitz, VandenBerg & Fennessy.
We encourage you to attend the meeting in person. Whether or not you
attend the meeting, please 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 us the 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 26, 2000
Notice is hereby given that the annual meeting of stockholders of AMB
Financial Corp. will be held at our main office located at 8230 Hohman Avenue,
Munster, Indiana, at 10:30 a.m., central standard time, on April 26, 2000.
A proxy card and a proxy statement for the meeting are enclosed.
The annual meeting is for the purpose of considering and acting upon:
Proposal I. The election of two directors of AMB Financial, each with a
term of three years;
Proposal II. The ratification of the appointment of Cobitz, VandenBerg
& Fennessy as the independent auditors for AMB Financial for the
fiscal year ending December 31, 2000; and
such other matters as may properly come before the annual meeting, or any
adjournments or postponements thereof. We are not aware of any other business to
come before the annual meeting.
Any action may be taken on any one of the foregoing proposals at the
annual meeting on the date specified above, or on any date or dates to which the
annual meeting may be adjourned or postponed. Stockholders of record at the
close of business on March 15, 2000 are the stockholders entitled to vote at the
annual meeting and any adjournments or postponements 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. Your proxy will not be used if you attend and vote at
the annual 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 24, 2000
<PAGE>
- --------------------------------------------------------------------------------
IMPORTANT: The prompt return of proxies will save us the expense of
further requests for proxies to ensure a quorum at the annual 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 26, 2000
AMB Financial Corp.'s Board of Directors is using this proxy statement
to solicit proxies from the holders of AMB Financial common stock for use at our
annual meeting of stockholders. We are first mailing this proxy statement and
the enclosed form of proxy to our stockholders on or about March 24, 2000.
Certain of the information provided herein relates to our wholly owned
subsidiary, American Savings, FSB.
Time and Place of the Annual Meeting; Matters to be Considered
Our annual meeting will be held as follows:
Date: April 26, 2000
Time: 10:30 a.m., central standard time
Place: Main office of AMB Financial Corp.
8320 Hohman Avenue
Munster, Indiana
At the annual meeting, stockholders are being asked to consider and
vote upon the following proposals:
o the election of two directors of AMB Financial, each with a
term of three years;
o the ratification of the appointment of Cobitz, VandenBerg &
Fennessy as AMB Financial's independent auditors for the
fiscal year ending December 31, 2000; and
any other matters that may properly come before the annual meeting. As of the
date of this proxy statement, we are not aware of any other business to be
presented for consideration at the annual meeting.
Voting Rights of Stockholders; Required Vote for Approval
Only holders of record of AMB Financial common stock on March 15, 2000
are entitled to notice of and to vote at the annual meeting. You are entitled to
one vote for each share of AMB Financial common stock you own as of the record
date. On March 15, 2000, 649,529 shares of AMB Financial common stock were
outstanding and entitled to vote at the annual meeting.
Directors shall be elected by a plurality of the votes present in
person or represented by proxy at the annual meeting and entitled to vote on the
<PAGE>
election of directors. In all matters other than the election of directors, the
affirmative vote of the majority of shares present in person or represented by
proxy at the annual meeting and entitled to vote on the matter shall be the act
of the stockholders. 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 AMB Financial common stock, present
in person or represented by proxy, shall constitute a quorum for purposes of the
annual meeting. Abstentions and broker non-votes are counted for purposes of
determining a quorum.
The AMB Financial Board of Directors unanimously recommends that you
vote "FOR" the election of each of the Board of Directors' nominees and "FOR"
the proposal to ratify Cobitz, VandenBerg & Fennessy as AMB Financial's
independent auditors for the fiscal year ending December 31, 2000.
<PAGE>
Voting of Proxies; Revocability of Proxies; Proxy Solicitation Costs
Proxies are solicited to provide all stockholders of record on the
voting record date an opportunity to vote on matters scheduled for the annual
meeting and described in these materials. Shares of AMB Financial common stock
can only be voted if the stockholder is present in person at the annual meeting
or by proxy. To ensure your representation at the annual meeting, we recommend
you vote by proxy even if you plan to attend the annual meeting. You can always
change your vote at the annual meeting.
Voting instructions are included on your proxy card. Shares of AMB
Financial common stock represented by properly executed proxies will be voted by
the individuals named in such proxy in accordance with the stockholder's
instructions. Where properly executed proxies are returned to us with no
specific instruction as to how to vote at the annual meeting, the persons named
in the proxy will vote the shares "FOR" the election of each of the Board of
Directors' nominees and "FOR" ratification of the appointment of Cobitz,
VandenBerg & Fennessy as our independent auditors for the fiscal year ending
December 31, 2000. Should any other matters be properly presented at the annual
meeting for action, the persons named in the enclosed proxy and acting
thereunder will have the discretion to vote on these matters in accordance with
their best judgment.
You may receive more than one proxy card depending on how your shares
are held. For example, you may hold some of your shares individually, some
jointly with your spouse and some in trust for your children -- in which case
you will receive three separate proxy cards to vote.
You may revoke your proxy before it is voted by: (i) submitting a new
proxy with a later date relating to the same shares and delivering it to the
Secretary of AMB Financial; (ii) notifying the Secretary of AMB Financial in
writing before the annual meeting that you have revoked your proxy; or (iii)
voting in person at the annual meeting. Any written notice shall be delivered to
Denise L. Knapp, Secretary of AMB Financial at 8320 Hohman Avenue, Munster,
Indiana 46321-1579.
If you plan to attend the annual meeting and wish to vote in person, we
will give you a ballot at the annual meeting. However, if your shares are held
in the name of your broker, bank or other nominee, you must bring an account
statement or letter from the nominee indicating that you were the beneficial
owner of AMB Financial common stock on March 15, 2000, the record date for
voting at the annual meeting and the number of shares held by the nominee on
your behalf.
We will pay the cost of soliciting proxies. In addition to this
mailing, our directors, officers and employees may also solicit proxies
personally, electronically or by telephone. We will also reimburse brokers and
other nominees for their reasonable expenses in sending these materials to you
and obtaining your voting instructions.
Voting Securities and Principal Holders Thereof
The following table sets forth as of March 15, 2000, information
regarding share ownership of: (i) those persons or entities known by us to
beneficially own more than five percent of the common stock; (ii) each member of
the AMB Financial Board of Directors; (iii) each executive officer of AMB
Financial named in the Summary Compensation table appearing under "Executive
Compensation" below; and (iv) all current directors and executive officers of
AMB Financial as a group. The address of each of the beneficial owners, except
where otherwise indicated, is the same address as AMB Financial.
2
<PAGE>
<TABLE>
<CAPTION>
Shares
Beneficially
Owned at Percent
Beneficial Owner March 15, 2000 of Class
---------------- -------------- --------
<S> <C> <C>
AMB Financial Corp. Employee Stock Ownership Plan 91,013(1) 14.01%
8230 Hohman Avenue
Munster, Indiana
Clement B. Knapp, Jr. 61,060(2) 9.09
Ronald W. Borto 26,705(3) 4.07
Donald L. Harle 15,120(3) 2.30
John C. McLaughlin 5,620(3) 0.86
John G. Pastrick 7,820(3) 1.19
Robert E. Tolley 11,020(3) 1.68
Directors, director emeritus and executive officers, 196,753(4) 2.77
as a group (12 persons)
</TABLE>
(1) The amount reported represents shares held by the ESOP, 32,956 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) Includes 6,921 shares allocated under the ESOP, vested options to
purchase 16,862 shares pursuant to a stock option plan, 4,496 unvested
shares under a recognition and retention plan and 14,536 beneficially
owned by Mrs. Knapp. Excludes unvested options to purchase 11,241
shares pursuant to a stock option plan.
(3) Includes vested options to purchase 3,372 shares which each director
has the right to acquire pursuant to the stock option plan and 900
unvested shares which each director has the right to acquire pursuant
to the stock option plan and the recognition and retention plan.
Excludes unvested options to purchase 2,248 shares.
(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.
3
<PAGE>
PROPOSAL I - ELECTION OF DIRECTORS
Our Board of Directors is composed of six members, each of whom is also
a director of American Savings Bank. Directors 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
composition of our 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 annual 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>
Director Term to
Name Age Position(s) Held Since(1) Expire
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
NOMINEES
Clement B. Knapp, Jr. 57 Chairman of the Board, President 1970 2003
and Chief Executive Officer
Donald L. Harle 61 Director 1995 2003
DIRECTORS CONTINUING IN OFFICE
Ronald W. Borto 52 Director 1986 2001
John C. McLaughlin 71 Director 1979 2001
John G. Pastrock 68 Director 1979 2002
Robert E. Tolley 62 Director 1987 2002
</TABLE>
- ---------------------
(1) Includes service as a director of American Savings Bank.
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.
Clement B. Knapp, Jr. Mr. Knapp has served as Chairman of the Board,
President and Chief Executive Officer of American Savings Bank since 1977 and
has acted in all of such capacities with AMB Financial since its incorporation
in 1993. Since joining the American Savings 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 American Savings Bank.
<PAGE>
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.
4
<PAGE>
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.
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.
Director Emeritus
We currently have one director emeritus. William J. Fitzpatrick, M.D.
was formerly a director of AMB Financial and American Savings 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.
Board of Directors' Meetings and Committees
AMB Financial. AMB Financial's Board of Directors meets monthly. The
Board of Directors met 12 times during the year ended December 31, 1999. During
calendar year 1999, no director attended fewer than 75% of the aggregate of the
total number of Board meetings on which he served. We have standing audit,
compensation and nominating committees.
The Audit Committee reviews audit reports and updated matters to ensure
effective compliance with regulations. The committee also acts as a liaison with
the independent auditors. This committee is composed of Directors Borto and
Knapp, and Vice President Daniel T. Poludniak. This Committee met once during
fiscal 1999.
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 during fiscal 1999.
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 1999.
While the Nominating Committee will consider nominees recommended by
stockholders, the committee has not actively solicited such nominations.
Pursuant to our by-laws, nominations for directors by stockholders must be made
in writing and delivered to the Secretary of AMB Financial at least 70 days
prior to the meeting date provided, however, that in the event that less than 80
days' public 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
<PAGE>
the tenth day following the day on which public 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 our
by-laws.
American Savings Bank. American Savings 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 12 times during the year ended December
31, 1999. During fiscal year 1999, no director of American Savings 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 do not receive any additional compensation for
committee meeting attendance. American Savings Bank has standing
Compensation/Pension, Special Assets, Loan, Audit, CRA and Compliance
Committees.
5
<PAGE>
The Compensation/Pension Committee meets to review salaries and
American Savings 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 1999.
The Special Assets Committee meets quarterly to review American Savings
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 Special Assets Committee met four times during
fiscal year 1999.
The Loan Committee meets 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 Loan Committee met four
times during fiscal year 1999.
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 1999.
The CRA Committee is responsible for reviewing the American Savings
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 did not meet
during fiscal year 1999.
The Compliance Committee reviews American Savings 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 1999.
Director Compensation
We pay directors a fee of $1,200 per year for service on the Board of
AMB Financial and directors a fee of $750 per month for service on the Board of
American Savings Bank.
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 56, joined American Savings Bank in
1967. He has held various positions including Controller and Vice President. Mr.
Green was appointed as Senior Vice President of American Savings Bank in 1985
and of AMB Financial in 1993 and is responsible for coordinating American
Savings Bank's loan activities. Prior to joining American Savings 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.
<PAGE>
Daniel T. Poludniak. Mr. Poludniak, age 58, has been Vice President,
Treasurer and Chief Financial Officer of American Savings Bank since 1983 and
AMB Financial since 1993. As Chief Financial Officer of American Savings Bank,
Mr. Poludniak is responsible for the establishment and supervision of the
accounting and data processing activities of American Savings 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 52, was appointed as the Secretary of
American Savings Bank in 1987 and of AMB Financial in 1993. She has also served
as a loan officer since 1985 and as the Dyer branch manager since 1989. Since
joining American Savings Bank in 1975, Mrs. Knapp has served in various
capacities and is a member of several executive committees of American Savings
Bank. Mrs. Knapp is also active in several charitable organizations in the area.
Mrs. Knapp is the wife of President Knapp.
6
<PAGE>
Executive Compensation
The following table sets forth information concerning the compensation
paid or granted to American Savings Bank and AMB Financial'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 AMB Financial 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($) Award ($) SARs (#) Compensation($)
-------- ---- ------------ -------- --------- -------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Clement B. Knapp, Jr., 1999 $136,470 $11,990 --- --- $35,971(2)
Chairman, President and 1998 132,300 11,270 --- --- 27,418
Chief Executive Officer 1997 122,200 7,400 --- --- 28,079
</TABLE>
- -----------------
(1) Amount includes fees received as a director.
(2) Represents interest paid on the 401(k) contribution and in deferred
amounts under the deferred compensation plan of $11,624, and ESOP
contribution of $24,347.
No Stock Appreciation Rights or options were granted during fiscal
1999.
7
<PAGE>
The following table provides information as to the value of the options
held by AMB Financial's Chairman of the Board, President and Chief Executive
Officer on December 31, 1999, none of which have been exercised. No stock
appreciation rights were granted as of such date.
<TABLE>
<CAPTION>
Aggregated Option/SAR Exercises in Last Fiscal Year and Year-end Option/SAR Values
Value of
Number of Securities Unexercised
Underlying Unexercised In-the-Money
Options/SARs at Options/SARs at
FY-End (#) FY-End ($)
Shares --------------------------- ---------------------------
Acquired Value
Name on Exercise (#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
---- --------------- ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Clement B. Knapp, Jr. --- -- 16,862 11,241 $8,410 $5,621(2)
</TABLE>
----------------------
(1) Represents options to purchase Common Stock awarded to the 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,
second and third installments vested in October 1997, October 1998 and
October 1999, respectively, with the remaining two installments to vest
equally in October 2000 and 2001.
(2) Represents the aggregate market value (market price of the shares less
the exercise price) of in-the-money options granted based upon the
average of the closing price of $13.25 per share of AMB Financial's
common stock as reported on the Nasdaq Small Cap Market on December 31,
1999.
Employment Agreements
American Savings Bank has entered into employment agreements with
Messrs. Knapp, Poludniak and Green and Mrs. Knapp. The employment agreements are
designed to assist American Savings Bank in maintaining a stable and competent
management team. The continued success of American Savings 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 American Savings Bank. The agreements provide for
termination upon the employee's death, for cause or in certain events specified
by Office of Thrift Supervision regulations. The employment agreements are also
terminable by the employee upon 90 days notice to American Savings Bank.
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 American Savings Bank and employment terminates
involuntarily in connection with such change in control or within twelve months
<PAGE>
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 American Savings 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 Office of Thrift Supervision
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 AMB
Financial's common stock. The agreements guarantee participation in an equitable
manner in employee benefits applicable to executive personnel.
Based on current salaries, if the employment of Messrs. Knapp, Green
and Poludniak, and Mrs. Knapp had been terminated as of December 31, 1999, under
circumstances entitling them to severance pay as described above, they would
have been entitled to receive lump sum cash payments of approximately $386,600,
$93,600, $85,200 and $40,900 respectively.
8
<PAGE>
Benefit Plans
General. American Savings 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. American Savings 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
American Savings Bank. In 1999, the Pension Plan contribution for the plan year
was $68,095 which was funded by a contribution from American Savings 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, 1999, 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 1999. At
December 31, 1999, Mr. Knapp had 31 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> <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>
9
<PAGE>
Certain Transactions
American Savings 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
American Savings 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, American Savings Bank waived loan
origination fees on loans to directors and employees. At December 31, 1999,
American Savings Bank's loans to directors, officers and employees totaled
approximately $980,000 or 8.49% 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
as our independent auditors for the fiscal year ending December 31, 2000.
The Board of Directors has heretofore renewed our arrangement for
Cobitz, VandenBerg & Fennessy to be the independent auditors for the fiscal year
ending December 31, 2000, subject to ratification by the stockholders.
Representatives of Cobitz, VandenBerg & Fennessy are expected to attend the
annual meeting to respond to appropriate questions and to make a statement if
they so desire.
STOCKHOLDER PROPOSALS
In order to be eligible for inclusion in our proxy materials for next
year's annual meeting of stockholders, any stockholder proposal to take action
at such meeting must be received at our executive office at 8230 Hohman Avenue,
Munster, Indiana 46321-1578 no later than November 26, 2000. 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 stockholder proposal
to take action at such meeting must be received at our executive office at 8230
Hohman Avenue, Munster, Indiana 46321-1578 by February 16, 2001; provided,
however, that in the event that the date of the annual meeting is held before
April 6 or after June 25, 2001, the stockholder 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 stockholder proposals must also comply with our bylaws and
Delaware law.
OTHER MATTERS
The Board of Directors is not aware of any business to come before the
annual meeting other than those matters described above in this proxy statement.
However, if any other matter should properly come before the annual meeting, it
is intended that holders of the proxies will act in accordance with their best
judgment.
Munster, Indiana
March 24, 2000
10
<PAGE>
REVOCABLE PROXY
AMB FINANCIAL CORP.
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
Annual Meeting of Stockholders
April 26, 2000
The undersigned hereby appoints the Board of Directors of AMB Financial Corp.,
and its survivor, with full power of substitution, to act as attorneys and
proxies for the undersigned to vote all shares of common stock of AMB Financial
which the undersigned is entitled to vote at the annual meeting of stockholders,
to be held on April 26, 2000 at 10:30 a.m., and at any and all adjournments or
postponements thereof, as follows:
CLEMENT B. KNAPP, JR. DONALD L. HARLE
With- For all
For hold Except
[ ] [ ] [ ]
I. The election as directors of all nominees listed below:
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 appoint- ment of Cobitz, VandenBerg & Fennessy as
independent auditors of AMB Financial for the fiscal year ending December 31,
2000.
For Against Abstain
[ ] [ ] [ ]
In their discretion, the proxies are authorized to vote on such other matters as
may properly come before the annual 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. AMB FINANCIAL CORP.
Please be sure to sign and date this Proxy in the box below.
_________________________________________
Date
_________________________________________
Stockholder sign above
_________________________________________
Co-holder (if any) sign above
<PAGE>
Detach above card, sign, date and mail in postage paid envelope provided.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Should the above signed be present and elect to vote at the annual meeting or at
any adjournment thereof, and after notification to the Secretary of AMB
Financial 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 AMB
Financial, prior to the execution of this proxy, of Notice of the Meeting, a
Proxy Statement dated March 24, 2000 and the AMB Financial's Annual Report to
Stockholders for the fiscal year ending December 31, 1999.
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
