<PAGE> 1
SCHEDULE 14A INFORMATION
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:
<TABLE>
<S> <C>
[] Preliminary Proxy Statement [ ] Confidential. For use of the
[X] Definitive Proxy Statement Commission Only (as permitted by Rule 14a-6(e)(2))
[] Definitive Additional Materials
[] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
</TABLE>
ALABAMA NATIONAL BANCORPORATION
(Name of Registrant as Specified in Its Charter)
-------------------------------------------
(Name of Person(s) Filing Proxy Statement
if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No Fee Required.
[] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction
applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it
was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[] Fee paid previously with preliminary materials.
<PAGE> 2
[] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 3
April 2, 1997
To the Stockholders of Alabama National BanCorporation:
You are invited to attend the 1997 Annual Meeting of Stockholders of Alabama
National BanCorporation, which will be held at the principal office of the
Company, 1927 First Avenue North, Birmingham, Alabama, on Thursday, April 24,
1997 at 10:00 a.m., CDT. Formal notice of the Annual Meeting, a Proxy Statement,
and a form of proxy accompany this letter.
Also enclosed is the Company's 1996 Annual Report to Stockholders.
Information about the meeting and the various matters on which the Stockholders
will act is included in the Notice of Meeting and Proxy Statement which follow.
Please carefully consider the enclosed Proxy Statement and execute and return
your proxy so that the Company may be assured of the presence of a quorum at the
Annual Meeting. A postage prepaid envelope is enclosed for your convenience in
replying. The prompt return of your proxy will be of great assistance in
reducing the expense of subsequent mailings. If you attend the Annual Meeting,
and so elect, you may withdraw your proxy and vote in person.
Sincerely,
/s/ John H. Holcomb, III
-------------------------
John H. Holcomb, III
Chairman of the Board and
Chief Executive Officer
<PAGE> 4
ALABAMA NATIONAL BANCORPORATION
1927 FIRST AVENUE NORTH
BIRMINGHAM, ALABAMA 35203
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 24, 1997
TO OUR STOCKHOLDERS:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the
"Annual Meeting") of Alabama National BanCorporation ("ANB") will be held at
10:00 a.m., local time, on Thursday, April 24, 1997, at National Bank of
Commerce of Birmingham, 1927 First Avenue North, Birmingham, Alabama 35203, for
the following purposes:
1. To elect 11 directors of ANB to serve until the next annual
meeting of Stockholders and their successors are elected and
qualified; and
2. To transact such other business as may properly come before
the Annual Meeting or any adjournment or postponement thereof.
The Board of Directors has set March 28, 1997 as the record date for
the Annual Meeting. Only stockholders of record of ANB's common stock at the
close of business on the record date will be entitled to notice of, and to vote
at, the Annual Meeting.
The Annual Meeting may be adjourned from time to time without notice
other than announcement at the meeting or adjournments thereof, and any business
for which notice is hereby given may be transacted at any such adjournment.
Details concerning those matters to come before the Annual Meeting are
provided in the accompanying Proxy Statement. A copy of ANB's Annual Report to
Stockholders for the year ended December 31, 1996 is enclosed. We hope you will
find it informative.
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE SIGN, DATE
AND RETURN THE ENCLOSED PROXY CARD IN THE SELF-ADDRESSED, STAMPED ENVELOPE
PROVIDED. RETURNING YOUR PROXY CARD DOES NOT DEPRIVE YOU OF YOUR RIGHT TO ATTEND
THE ANNUAL MEETING AND TO VOTE YOUR SHARES IN PERSON.
By order of the Board of Directors,
/s/ Kimberly Moore
------------------
Kimberly Moore
Secretary
April 2, 1997
<PAGE> 5
ALABAMA NATIONAL BANCORPORATION
1927 FIRST AVENUE NORTH
BIRMINGHAM, ALABAMA 35203
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 24, 1997
SOLICITATION OF PROXIES
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of Alabama National BanCorporation, a
Delaware bank holding corporation ("ANB"), to be voted at the Annual Meeting of
Stockholders (the "Annual Meeting") to be held at 10:00 a.m., local time, on
Thursday, April 24, 1997, at National Bank of Commerce of Birmingham ("NBC"),
1927 First Avenue North, Birmingham, Alabama 35203, or at any adjournment or
postponement thereof. The Proxy Statement and Proxy Card are first being mailed
to the stockholders of ANB on or about April 2, 1997.
ANB will bear the cost of the solicitation of proxies. ANB will request
brokers or nominees to forward this Proxy Statement to their customers and
principals and will reimburse them for expenses so incurred. If deemed
necessary, ANB may also use its officers and regular employees, without
additional compensation, to solicit proxies personally or by telephone.
The Board of Directors has set March 28, 1997, as the record date for
the Annual Meeting. Only stockholders of record at the close of business on the
record date will be entitled to notice of and to vote at the Annual Meeting. At
the close of business on March 14, 1997, there were 6,515,418 shares of the
common stock of ANB, par value $1.00 per share ("ANB Common Stock"), outstanding
with each stockholder entitled to one vote in person or by proxy for each share
of ANB Common Stock on all matters properly to come before the Annual Meeting.
Please sign, date and return the Proxy in the enclosed envelope so the
Common Stock you own will be voted in accordance with your wishes. If you desire
to revoke your Proxy, you may do so either by attending the Annual Meeting in
person or by delivering written notice of revocation so that it is received by
ANB or its transfer agent, AmSouth Bank of Alabama, on or before April 23, 1997.
The address for AmSouth Bank is 730 AmSouth/Harbert Plaza, 1901 Sixth Avenue
North, Birmingham, Alabama 35203, Attention: Corporate Trust Division.
ELECTION OF DIRECTORS
GENERAL
The Board of Directors of ANB has nominated 11 persons for election as
directors to serve until the next annual meeting of stockholders and their
successors are elected and qualified.
The persons named in the enclosed Proxy Card have advised that, unless
a contrary direction is indicated on the enclosed Proxy Card, they intend to
vote the shares appointing them as proxies in favor of the nominees named
herein. If any of the nominees should be unable to serve, and the Board of
<PAGE> 6
Directors does not anticipate this will occur, the proxies will be voted for a
substitute selected by the Board of Directors, or the Board of Directors may
decide not to elect an additional person as a director. Vacancies that occur on
ANB's Board of Directors may be filled by the remaining directors until the next
annual meeting of stockholders.
Although ANB's Certificate of Incorporation provides for 15 directors,
only 11 persons have been nominated to serve on the Board of Directors. When
National Commerce Corporation ("NCC") and Commerce Bankshares, Inc. ("CBS") were
merged into ANB effective December 29, 1995 (the "Merger"), ANB's Certificate of
Incorporation was amended to provide for 15 directors in order to allow NCC to
appoint eight of the 15 directors. The current Board of Directors believes that
a Board of Directors of 11 persons is practical and efficient. The Board of
Directors has no current intention to fill the four vacancies on the Board of
Directors prior to the next annual meeting although circumstances could
necessitate the appointment of additional directors in the future. Proxies
cannot be voted for a greater number of persons than the number of actual
nominees so named.
NOMINATION FOR ELECTION
Below is a description of each of the persons whom the Board of
Directors has nominated for election as a director of ANB at the 1997 Annual
Meeting to serve until the next annual meeting of Stockholders and his successor
has been elected and qualified. The stock ownership with respect to each nominee
for election as a director is set forth in the table entitled "SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT".
T. MORRIS HACKNEY, 65, has served as director of ANB since December,
1995. Mr. Hackney is currently Chairman and Chief Executive Officer and a
director of Citation Corporation where he has served since 1975.
JOHN H. HOLCOMB, III, 45, has served as President, Chief Operating
Officer and a director of ANB since December 1995. Effective April 30, 1996, Mr.
Holcomb became Chairman of the Board and Chief Executive Officer of ANB upon the
resignation of James A. Taylor, Sr. Mr. Holcomb served as President and Chief
Executive Officer of NBC since July 1990, and as President and Chief Executive
Officer, and a director, of CBS since its incorporation in April 1995. CBS was
merged into ANB effective December 29, 1995.
JOHN D. JOHNS, 45, has served as a director of ANB since December
1995. Mr. Johns is currently the President and Chief Operating Officer of
Protective Life Corporation and has served in such capacity since August 1996.
From 1993 until 1996, Mr. Johns was Executive Vice President and Chief Financial
Officer of Protective Life Corporation. From 1989 until 1993, Mr. Johns was
Vice President and General Counsel of Sonat, Inc.
C. PHILLIP MCWANE, 39, has served as a director of ANB since December
1995. Mr. McWane has served as the President of McWane, Inc. since December
1995, and was Executive Vice President of McWane, Inc. from 1991 until December
1995.
JOHN J. MCMAHON, JR., 54, has not previously served as a director of
ANB. Mr. McMahon is currently the Chairman of the Board of McWane, Inc. and has
served in such position since December 1995. From 1980 until 1995, Mr. McMahon
was President of McWane, Inc. Mr. McMahon also serves
2
<PAGE> 7
as a director of John H. Harland Co. and Protective Life Corporation, and he
has served as a director of NBC since 1979.
WILLIAM D. MONTGOMERY, 48, has served as a director of ANB since
October, 1996, when Mr. Montgomery was appointed to a newly created position on
ANB's Board of Directors following the closing and pursuant to the provisions of
the Agreement and Plan of Merger by which ANB acquired FIRSTBANC. Prior to the
merger of ANB and FIRSTBANC, Mr. Montgomery served as the Chairman of the Board
of FIRSTBANC. Mr. Montgomery is a certified public accountant and is a partner
with the firm of Johnson, Montgomery and Associates, P.A. where he has worked
since 1974.
DRAYTON NABERS, JR., 56, has served as a director of ANB since December
1995. Mr. Nabers has served as Chairman and Chief Executive Officer of
Protective Life Corporation since August of 1996, as Chairman, President and
Chief Executive Officer of Protective Life Corporation from 1994 to 1996, as
President and Chief Executive Officer of Protective Life Corporation from 1992
to 1994, and as President and Chief Operating Officer of Protective Life
Corporation from 1982 to 1993. Mr. Nabers also serves as a director of Energen
Corporation.
VICTOR E. NICHOL, JR., 50, has served as a director of ANB since
December 1995. Effective April 30, 1996, Mr. Nichol became President and Chief
Operating Officer of ANB to fill the vacancy created upon the promotion of Mr.
Holcomb. From December 1995 to April 30, 1996, Mr. Nichol served as Executive
Vice President of ANB. Mr. Nichol is currently the Executive Vice President and
Chief Financial Officer of NBC and has served in such position since 1994. From
1992 to 1993, Mr. Nichol was President and Chief Executive Officer of Secor
Bank. Prior to 1992, Mr. Nichol served as Senior Executive Vice President and
head of Corporate Banking at AmSouth Bank.
RONALD W. ORSO, M.D., 51, has served as a director of ANB since 1988.
Dr. Orso practices in the field of obstetrics and gynecology in Birmingham,
Alabama, and is the Chairman of the Department of Obstetrics and Gynecology at
Birmingham Baptist Medical Center Montclair.
G. RUFFNER PAGE, JR., 37, has served as a director of ANB since
December 1995. Mr. Page is currently a Vice President of McWane, Inc. and has
served in such position since 1994. Mr. Page served as Executive Vice President
and Senior Loan Officer at NBC from 1990 to 1993. Mr. Page serves as a director
of Protective Investment Company.
W. STANCIL STARNES, 48, has served as a director of ANB since December
1995. Mr. Starnes is currently the senior partner in the law firm of Starnes &
Atchison. Mr. Starnes earned a doctor of jurisprudence from Cumberland School
of Law in 1972.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE IN
FAVOR OF THE DIRECTORS RECOMMENDED BY THE NOMINATING COMMITTEE AND
NOMINATED BY THE BOARD OF DIRECTORS.
COMMITTEES OF THE BOARD OF DIRECTORS
The Bylaws of ANB provide for four standing committees of the Board of
Directors: the Executive Committee; the Nominating Committee; the Audit
Committee and the Compensation Committee. The Executive Committee has the
authority to exercise the full power of the Board of
3
<PAGE> 8
Directors, except that the Executive Committee may not approve any merger,
consolidation or sale of substantially all of the assets of ANB, approve any
amendment to ANB's Certificate of Incorporation or ByLaws, appoint any members
of any committee of the Board of Directors or declare any dividend or
distribution.
The Nominating Committee meets annually to nominate persons for
election as directors of ANB at the Annual Meeting of the Stockholders. The
Nominating Committee met in February 1997 to recommend nominees for the
election of such nominees at the 1997 Annual Meeting of the Stockholders. No
formal procedures whereby individual stockholders can submit recommendations of
persons to be considered for nomination as a director of the Company have been
instituted. However, the committee would consider any such recommendations
made to it in writing on a timely basis.
The Audit Committee recommends to the Board of Directors the
appointment of independent auditors to audit the books, records and accounts of
ANB and each subsidiary bank (the "Banks"); discusses with the independent
auditors the plan and scope of their examination of the books and records of ANB
and the Banks and reviews the results thereof prior to publication; reviews all
recommendations made by the independent auditors regarding accounting methods
used and the system of internal controls utilized by ANB and advises the Board
of Directors with respect thereto. The Audit Committee met three times in 1996.
The Compensation Committee is authorized to recommend to the Board of
Directors from time-to-time the compensation to be paid to all officers,
directors and committee members ("Executive Compensation") of ANB. Executive
Compensation may include, but is not limited, to, salary, bonus, performance
share awards, other annual compensation and any mixture thereof as the
Compensation Committee deems appropriate in light of the performance of ANB.
During 1996, the Compensation Committee served as the Performance Committee
pursuant to the ANB Performance Share Plan, which Plan was approved by ANB
stockholders at the 1996 Annual Meeting of Stockholders. The Compensation
Committee met three times in 1996.
During 1996, Messrs. Holcomb, Nichol, Page and McWane served on the
Executive Committee; Messrs. McWane, Nabers, Holcomb and Dr. Muse served on the
Nominating Committee; Drs. Muse, Orso and Andrews and Messrs. Starnes and Kent
served on the Audit Committee; and Messrs. Johns, Hackney, Nabers and Starnes
and Dr. Orso served on the Compensation Committee. Other than Mr. Johns, none
of the incumbent directors attended less than 75% of the aggregate of (1) the
total number of meetings of the Board of Directors and (2) the total number of
meetings held by all committees of the Board of Directors on which he served.
The ANB Board of Directors met six times in 1996.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires ANB's
officers and directors, and persons who beneficially own more than 10% of ANB's
Common Stock ("Section 16 Insiders"), to file reports of ownership and changes
in ownership with the Securities and Exchange Commission ("SEC"). Section 16
Insiders are required by the SEC regulations to furnish ANB with copies of all
SEC forms required under Section 16(a) of the Securities Exchange Act of 1934
("Section 16(a) Forms"). Based solely on a review of the Section 16(a) Forms as
furnished to ANB, ANB believes that for the period from January 1, 1996 through
December 31, 1996, all Section 16 Insiders filed their Section 16(a) Forms in a
timely manner, except that Dr. Andrews and Dr. Muse each filed one Form 4 late.
4
<PAGE> 9
REMUNERATION OF MANAGEMENT
Summary of Compensation
The following table sets forth a summary of the compensation paid or
accrued during each of the last three fiscal years with regard to (i) ANB's
Chief Executive Officer and (ii) each other executive officer of ANB whose
salary and bonus was more than $100,000 per year (collectively the "Named
Executive Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation Long-Term Compensation
------------------- ----------------------
Securities
Other Under-
Annual Restricted Lying All
Name and Compen- Stock Options/ LTIP Other
Principal Salary Bonus sation Award(s) SARs Payouts Compensation
Position Year ($) ($) ($) ($) (#) ($) ($)
-------- ---- --- --- --- --- --- --- ---
<S> <C> <C> <C> <C> <C> <C> <C> <C>
James A. Taylor, 1996 $100,000 $ 45,000 $61,566(3) --- --- --- $1,487,756(4)
Chairman and CEO(1) 1995 287,500 172,500 79,615(3) --- 34,167 --- 557,275(4)
1994 406,830 79,761 68,728(3) --- 68,333 --- 112,838(4)
John H., Holcomb, III,1996 $205,000 $112,500 --- $10,686(6) --- $49,688 $ 9,762(8)
Chairman and CEO(1) 1995 160,000 200,000 --- --- --- --- 8,197
1994 160,000 125,000 --- 71,310(7) --- 8,941
Victor E. Nichol, Jr. 1996 $185,000 $ 90,000 --- $10,686(6) --- $39,750 $4,497(8)
President and CEO 1995 145,000 175,000 --- --- --- 4,514
1994 145,000 75,000 --- 71,310(7) 21,131 --- ---
Frank W. Whitehead, 1996 $128,750 $19,296 $36,176(5) --- --- --- $172,630(9)
C.P.A., Treasurer, 1995 128,750 19,296 55,106(5) --- 6,833 --- ---
Executive Vice 1994 123,947 18,000 34,883(5) --- 27,333 --- ---
President and CFO(2)
</TABLE>
(1) In November 1994, Mr. Taylor entered into an employment agreement with
ANB pursuant to which he agreed to serve as Chairman of the Board and CEO of ANB
and Chairman of each of the ANB Banks (the "Taylor Agreement"). The Taylor
Agreement provided for certain payments to be made to Mr. Taylor, and certain
rights to Mr. Taylor to terminate the Taylor Agreement, in the event of a
"change in control" of ANB. The Merger resulted in a "change of control" for
purposes of the Taylor Agreement, and Mr. Taylor and ANB terminated the Taylor
Agreement effective April 30, 1996, pursuant to an Agreement dated as of that
date (the "Taylor Separation Agreement"). Upon Mr. Taylor's termination of
employment, Mr. Holcomb was selected as Chairman of the Board and Chief
Executive Officer. See "CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS."
(2) Mr. Whitehead entered into an employment agreement with ANB effective
March 1, 1995, which provided for his employment as Chief Financial Officer,
Executive Vice President and Treasurer until March 1, 1998 (the "Whitehead
Agreement"). Mr. Whitehead died in February, 1997,
5
<PAGE> 10
and the Whitehead Agreement terminated. The Whitehead Agreement provided for a
salary of $128,750 with the right to receive a bonus of up to 15% of the base
salary. The Whitehead Agreement also provided Mr. Whitehead the right to
participate in ANB's stock option plan and retirement plan.
(3) Includes payments by ANB for life insurance premiums on policies owned by
Mr. Taylor in the amount of $35,921 in 1996, $35,921 in 1995, and $35,679 in
1994. Also includes director and other fees of $8,800 in 1996, $34,500 in 1995
and $16,100 in 1994.
(4) Mr. Taylor is a party to four deferred compensation agreements with three
bank subsidiaries of ANB which provide for payments in the aggregate of up to
$125,000 per year to Mr. Taylor or his designated beneficiary or estate for a
period of fifteen (15) years beginning April 1, 1997. The present value of the
benefits under these agreements accrued by these banks totaled $128,431 in 1996,
$126,926 in 1995 and $112,838 in 1994. Pursuant to the Taylor Separation
Agreement, those defined compensation arrangements were continued beyond Mr.
Taylor's termination of employment. Also included in this compensation category
for Mr. Taylor are payments totaling $860,692 relating to the agreement by Mr.
Taylor to cancel certain future stock option grant rights due to Mr. Taylor
under the Taylor Agreement (the "Taylor Option Cancelation Payment"). The Taylor
Option Cancelation Payment was paid in two installments, $430,346 being paid in
each of 1995 and 1996. In 1996, pursuant to the Taylor Separation Agreement, ANB
made a one-time cash severance payment to Mr. Taylor of $380,316, made a single
payment of $375,000 as consideration for a Consulting Agreement with a term of
two years, and recorded a charge in 1996 for a life insurance contract with a
cash surrender value of $173,663 given to Mr. Taylor. See "CERTAIN RELATIONSHIPS
AND RELATED TRANSACTIONS."
(5) Includes director and other fees in 1996 of $33,500, in 1995 of $41,700
and in 1994 of $18,900.
(6) Redistribution of 507 shares of restricted stock previously granted under
the CBS Long Term Incentive Compensation Plan (the "CBS Plan") to another
employee upon such employee's termination.
(7) Restricted stock award under the CBS Plan valued at $50,310, plus a one-time
bonus of $21,000 to cover tax obligations associated with the issuance of such
restricted stock. At December 31, 1996 the shares subject to such award, plus
the shares described in footnote (6), had a market value of $134,013. These
shares are subject to restrictions on transfer until August 31, 1999. These
restrictions also provide that no dividends will be paid on such stock.
(8) The amounts shown in this column for Messrs. Holcomb and Nichol represent
ANB contributions to the ANB 401(k) Retirement Plan in the amount of $2,000
each, and amounts contributed and accrued under the NBC Pension Plan totaling
$7,762 for Mr. Holcomb and $2,497 for Mr. Nichol. See "Defined Benefit Plan"
under this caption.
(9) As provided for in the Whitehead Agreement, ANB paid Mr. Whitehead $172,630
during 1996 for the elimination of any future option grants after January 1,
1996.
6
<PAGE> 11
Stock Options Granted
As a result of the Merger, ANB assumed the CBS Plan. The ANB Board of
Directors, upon recommendation of the Compensation Committee, terminated the ANB
1994 Stock Option Plan and the CBS Plan on April 25, 1996. No option grants were
made in 1996 under the ANB 1994 Stock Option Plan or under the CBS Plan. The
table below represents options previously granted to the named executive
officers.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION VALUES
---------------------------------
<TABLE>
<CAPTION>
Value of
Number of Shares Unexercised
Underlying Unexercised in-the-Money Options
Number Shares Options at Fiscal at Fiscal Year-End
Acquired on Value Year-End Exercisable/ Exercisable/
Name Exercise Realized Unexercisable Unexercisable(1)
-------- -------- ------------- ----------------
<S> <C> <C> <C> <C>
James A. Taylor 10,000 $27,500 92,500/0 $614,364/0
John H. Holcomb, III -0- N/A 0/35,217 0/$425,104
Victor E. Nichol, Jr. -0- N/A 0/21,131 0/$254,952
Frank W. Whitehead -0- N/A 34,166/0 $244,288/0
</TABLE>
(1) Based on $17.75 per share, the average sale price reported by NASDAQ
on December 31, 1996.
Long-Term Incentive Plans
LONG-TERM INCENTIVE PLANS - AWARDS IN LAST FISCAL YEAR(1)
---------------------------------------------------------
<TABLE>
<CAPTION>
Estimated Future Payouts under Non-Stock
Performance or Price-Based Plans
Number of Other Period Until ----------------------------------------------
Shares, Units or Maturation or Threshold Target Maximum
Name Other Rights (#) Payout # # #
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
James A. Taylor -0- N/A N/A N/A N/A
John H. Holcomb, III 3,000 shares Four years 1,500 3,000 5,100
Victor E. Nichol, Jr. 2,400 shares Four years 1,200 2,400 4,080
Frank W. Whitehead -0- N/A N/A N/A N/A
</TABLE>
(1) On July 1, 1996, the Compensation Committee approved the
award of Performance Share Awards under the ANB Performance Share Plan to
certain senior officers including the grants to Messrs. Holcomb and Nichol
detailed above. See "COMMITTEE REPORT ON EXECUTIVE COMPENSATION" for a
description of the Performance Share Plan and a description of the
formula to be applied in determining amounts payable.
7
<PAGE> 12
Defined Benefit Plan
PENSION PLAN TABLE
------------------
<TABLE>
<CAPTION>
AVERAGE ANNUAL
REMUNERATION Years of Service
------------ ----------------
15 20 25 30 35
-- -- -- -- --
<S> <C> <C> <C> <C> <C>
125,500.................... $24,473 $32,630 $40,788 $48,945 $57,103
150,000*................... $29,250 $39,000 $48,750 $58,500 $68,250
</TABLE>
*Annual compensation for purposes of the NBC Pension Plan is capped at $150,000.
As a result of the Merger, NBC became a wholly-owned subsidiary of ANB.
NBC has maintained the NBC Pension Plan for the benefit of its employees since
January 1, 1982. The NBC Pension Plan pays its participants a monthly retirement
income equal to 1.3% of any such participants "Average Monthly Earnings"
multiplied by the number of years of continuous service to NBC of such
participant. Average Monthly Earnings equals the participant's annual
compensation converted to a monthly amount and then averaged over the sixty (60)
months immediately preceding the participant's "Normal Retirement Date" which,
if employed before January 1, 1989, is the first day of the month coinciding
with or immediately preceding a participant's sixty-fifth birthday or, if first
employed after January 1, 1989, is the later of the participant's sixty-fifth
birthday or the first day of the month either on or next following the
completion of five years of continuous service or, if earlier, five "service
years." Annual Compensation means the participant's total compensation during a
plan year that is reflected on such participant's W-2 Form excluding (even if
includable in gross income) reimbursements or other expense allowances, fringe
benefits (cash or noncash), moving expenses, deferred compensation, and welfare
benefits, but including salary reduction contributions (not includable in gross
income) to certain plans or arrangements that may be maintained by NBC. However,
regardless of a participant's actual annual compensation, each participant's
annual compensation for purposes of such plan is capped at $150,000 per plan
year beginning on or after January 1, 1994.
The Summary Compensation Table reflects under the caption "All Other
Compensation" the amounts accrued for the benefit of Messrs. Holcomb and Nichol
under the NBC Pension Plan. Messrs. Holcomb and Nichol are the only named
Executive Officers who participate in the NBC Pension Plan, and their current
annual compensation and years of service attributable to each of them is as
follows:
Current Annual Compensation Credited Years of Service
------------------------------------------------------
John H. Holcomb, III $150,000 cap 17
Victor E. Nichol, Jr. $150,000 cap 4*
* Five year vesting requirement to participate in the NBC Pension Plan. At the
end of 1997, Mr. Nichol will have 4 years credited toward his vesting
requirement.
8
<PAGE> 13
Director Compensation
Outside Directors of ANB receive directors' fees of $6,000 per annum
($8,000 per annum for directors who do not also serve on the Board of
Directors of one of ANB's subsidiary banks) and $1,000 for each Board of
Directors meeting and each Committee meeting they attend and are reimbursed
for all reasonable out of pocket expenses incurred in the performance of their
duties as a director. Under the terms of the ANB Deferred Compensation Plan
adopted in 1996, non-employee directors may voluntarily elect to defer to a
specified date receipt of all or any portion of their directors' fees.
Directors' fees so deferred are credited to the directors in cash or ANB Common
Stock equivalents or a combination thereof. Directors who serve on the NBC
Board of Directors receive NBC directors fees of $8,000 per annum plus $200
for each NBC Board meeting and Committee meeting attended. Mr. Montgomery serves
as Chairman of the First Bank of Baldwin County Board of Directors and receives
$1,000 per month for director's fees.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee, which establishes the compensation of the
executive officers of ANB, is comprised of Dr. Orso and Messrs. Johns, Hackney,
Nabers and Starnes. Mr. Carl F. Bailey served on the Compensation Committee
until his resignation on April 25, 1996.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee has oversight of the compensation paid to
the Chief Executive Officer and other senior officers of ANB and its
subsidiaries. Total compensation for these persons is reviewed and set annually
and includes three primary types of compensation: base salary, the Annual
Incentive Plan, and the long-term incentive Performance Share Plan. During 1996,
the Compensation Committee held three meetings. The following comments are
applicable to executive officers of ANB, including the Chief Executive Officer
and the named executive officers, but excluding Messrs. Taylor and Whitehead,
whose compensation had been set by policies established for those individuals in
1995.
Base Salary. Executive officers' base salaries are determined by
several factors, but principally by the level of responsibilities required by
the position. In addition, through the use of an outside compensation
consultant during 1996, several executive and senior officer positions at
other local banking companies as well as bank holding companies of comparable
size were reviewed. Some of the companies are in the peer group used for the
comparison group for the Performance Share Plan. Individual competence, length
of time within a position, and comparisons to salaries for similar positions in
other comparable companies guide the determination of the appropriate level of
an employee's salary. Company performance may also be a factor in determining
the amount of any base salary increase. The Committee's compensation strategy
for executive officers is to pay salaries at or near the median.
Performance-based cash bonus and performance share awards, when totaled, are
used to provide significant performance-based compensation. Growth in earnings
per share and return on average equity are the two principal measures of
company performance employed by the Compensation Committee. The base salaries
and incentive bonuses for Messrs. Holcomb and Nichol, each of whom is also an
executive officer of NBC, are paid by NBC.
Annual Incentive Plan. On June 6, 1996, the ANB Stockholders approved
the ANB Annual Incentive Plan (the "AIP"). The AIP was established for
the purpose of rewarding, retaining, and providing incentive for outstanding
performance through annual bonuses for those employees who contribute most to
the operating progress of ANB. The Compensation Committee sets the total amount
of bonuses for each year and reviews the methodology used to determine
individual bonuses. Employees
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<PAGE> 14
are selected and individual bonuses are allotted to them by ANB's executive
officers with the approval of the Chief Executive Officer. The Compensation
Committee specifically reviews and approves each annual bonus paid to the
executive officers, including the Chief Executive Officer.
Each participating employee is assigned a target bonus percentage
expressed as a percentage of each employee's salary. The target bonus
percentages were set at amounts ranging from 35% to 45% for 1996 by the
Compensation Committee. The target bonus percentage is established by studying
average practices of certain peer banks as represented in available surveys.
Bonus payments, when made, may range from 33% to 200% of the target amount. An
individual's AIP bonus is based upon ANB's performance. The AIP bonus of the
Chief Executive Officer and the President is based solely on ANB's performance
according to a range fixed for the year by the Compensation Committee relating
to certain operating earnings-per-share goals.
The Compensation Committee believes that its administration of the AIP
relates bonuses paid to the Chief Executive Officer to ANB's performance.
Performance Share Plan. On June 6, 1996, ANB Stockholders
approved the ANB Performance Share Plan (the "PSP"). The PSP is administered
by the Performance Committee, which is currently composed of the members
of the Compensation Committee. The overall purpose of the PSP is to promote the
long term success of ANB and its subsidiaries. The PSP accomplishes this by
providing financial incentive to key employees who are in positions
to make significant contributions towards such success. The PSP is a key
component of executive compensation, being designed to attract individuals of
outstanding ability and to encourage key employees to acquire a proprietary
interest in ANB, to continue employment with ANB and to render superior
performance during such employment. ANB develops its Performance Share
Award amounts under the PSP first by determining the average of the long
term incentive opportunities provided to executives in similar positions at
peer banks.
The Performance Committee, from time to time, may select participants
to receive incentive compensation awards under the Performance Share Plan
("Performance Share Awards"). Each Performance Share Award granted will
generally represent one share of ANB Common Stock, unless otherwise determined
by the Performance Committee, but in no event may the Performance Committee
determine that a Performance Share Award equals more than 1.25 shares of ANB
Common Stock. No participant may be granted, in the aggregate, Performance Share
Awards which represent more than 25% of the ANB Common Stock reserved for the
Performance Plan. Each Performance Share Award is awarded as of January 1 of
each such year awarded, regardless of the actual date of grant ("Date of
Grant").
At the time of the Performance Committee grants of Performance Share
Awards, the Performance Committee is required to fix an Award Period comprised
of a number of calendar years not to exceed five (5) years. In its discretion,
the Performance Committee may subdivide the Award Period into one Interim Period
which is a period of calendar years chosen by the Performance Committee
commencing with any Date of Grant but which is less than the Award Period.
No Performance Share Award will be paid unless the participant meets
the conditions established by the Performance Committee during the Award Period
or Interim Period. The Performance Committee may prescribe different conditions
for different participants. These conditions may be expressed in terms of the
growth in net income per share during the Award Period, or average return on
average equity in comparison with other banks and bank holding companies and/or
on other reasonable bases. The
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<PAGE> 15
Performance Committee may also determine what percentage of the Performance
Share Award will be paid and what conditions must be satisfied at the end of an
Interim Period. If, at the close of any Award Period or Interim Period
applicable to a Performance Share Award, the Performance Committee determines
that the participant has met the conditions for payment of the Performance Share
Award, then, unless otherwise directed by the Performance Committee, the
Performance Share Award will be paid to the participant as promptly as possible.
Generally, all payments of Performance Share Awards to participants will be made
partly in shares of ANB Common Stock and partly in cash, with the cash portion
being approximately equal to the amount of Federal, state and local taxes which
the participant's employer, whether ANB or a subsidiary of ANB, is required to
withhold on account of said payment. The Performance Committee, in its
discretion, may provide for payment of cash and distribution of shares of ANB
Common Stock in such other proportions as the Performance Committee deems
appropriate, except that the Performance Committee must pay in cash an amount
not less than the tax withholding obligation.
The Performance Share Awards made during 1996 were dependent on an
average percentile ranking of ANB's prior return on average equity ("ROAE"). A
formula was developed that provides a particular grant based on the percentile
level of performance as compared to a peer group of comparable banks and bank
holding companies. The better the performance, the larger the grant size. Grant
sizes can range from zero to two hundred percent of an average market grant. If
ANB ranks in the top 25% of the peer group ROAE, then 125% of the award is
earned. If ANB ranks at the top 10%, 170% of the award is earned. If ANB's
performance is at the median or threshold, 50% of the award is earned. If ANB's
results are below the median, no portion of the award is earned. In 1996, the
Compensation Committee established that the Performance Share Awards will be
paid in stock after 4 years and will include results for fiscal years 1996,
1997, 1998 and 1999.
Compensation Committee:
John D. Johns, Chairman
T. Morris Hackney
Drayton Nabers, Jr.
Ronald W. Orso, M.D.
W. Stancil Starnes
STOCK PERFORMANCE GRAPH
The following graph is included to assess the performance of management
by comparing the market value of ANB's Common Stock with other public companies
and with comparable public banking companies. The graph sets forth the
cumulative total stockholder return (assuming reinvestment of dividends) to
ANB's stockholders during the period from ANB's initial public offering in
November 1994 and ending on December 31, 1996, as well as an overall stock
market index (NASDAQ Stock Market, U.S. Companies) and a peer group index of 21
banks, bank holding companies and thrifts which are comparable in asset size and
market capitalization that have been selected by ANB ("1997 ANB Peer Group") for
the period beginning November 22, 1994, and ended December 31, 1996.
Additionally, since ANB used a slightly different peer group index of 21 banks,
bank holding companies and thrifts as its peer group index for the 1996 Proxy
Statement (the "1996 ANB Peer Group"), Securities and Exchange Commission rules
require that the 1997 Proxy Statement include in its graph the 1996 ANB Peer
Group as well as the 1997 ANB Peer Group so that the two peer groups may be
compared.
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<PAGE> 16
PERIOD ENDING
-------------------------------------------
Index 11/22/94 12/31/94 12/31/95 12/31/96
- -----------------------------------------------------------------------------
Alabama National BanCorporation $100.00 $ 87.50 $137.30 $184.01
Nasdaq Total Return Index 100.00 101.54 143.59 176.63
1996 ANB Peer Group 100.00 99.45 146.62 198.85
1997 ANB Peer Group 100.00 99.83 145.45 197.32
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<PAGE> 17
Of the 21 companies included in the 1996 ANB Peer Group, five are no
longer in existence because of mergers or acquisitions, and are therefore not
included in the calculation of stock performance of the 1996 ANB Peer Group
included in the foregoing graph. The 1996 ANB Peer Group is as follows:
Bank Granite Corporation of N.C. North Fork BanCorporation of New York, Inc.
Carolina First Corporation Peoples Holding Company
Century South Banks, Inc. Piedmont BanCorporation, Inc.
First United Bancshares, Inc. Premier Bankshares Corp.
Horizon BanCorporation, Inc. Sea Coast Banking Corporation of Florida
Jefferson BanCorporation, Inc. Simmons 1st National Corporation
LSB Bancshares of North Carolina Sterling BanCorporation
Leader Financial Corporation WesBanco, Inc.
The 1997 ANB Peer Group consists of the 16 companies included in the
1996 ANB Peer Group and the following five companies:
ABC BanCorp
Capital City Bancgroup, Inc.
Independent Bancorp
Republic Bancshares, Inc.
Sterling Bancshares, Inc.
Because five companies could no longer be included in the peer group index,
management of ANB selected the five new companies, creating the 1997 ANB Peer
Group, to maintain a similar peer group size.
Pursuant to the AIP and PSP adopted during 1996, ANB's annual incentive
compensation was predominantly based upon comparisons of ANB's operating
earnings per share and return on average equity (rather than total return) to
that of a comparison group of companies. See "COMPENSATION COMMITTEE REPORT ON
EXECUTIVE COMPENSATION."
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the number and percentage of outstanding
shares of common stock beneficially owned as of March 14, 1997 by (i) each
person or entity known by ANB to own more than 5% of the outstanding ANB Common
Stock; (ii) Named Executive Officers of ANB; (iii) each director of ANB; and
(iv) all executive officers and directors of ANB as a group.
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<PAGE> 18
<TABLE>
<CAPTION>
NAME OF BENEFICIAL OWNER SHARES(1) PERCENTAGE(1)
------------------------ --------- -------------
<S> <C> <C>
PRINCIPAL STOCKHOLDERS
James R. McWane(2)(3)(13)
23 Inverness Center Parkway
Birmingham, Alabama 35242....................................... 1,528,715 23.3%
Betty T. McMahon(4)(7)(13)...................................... 394,442 6.0%
3231 Overhill Road
Birmingham, Alabama 35223
DIRECTORS AND CERTAIN EXECUTIVE OFFICERS
John H. Holcomb, III(5)(8)(13).................................. 237,587 3.6%
Frank W. Whitehead, C.P.A.(5)(6)................................ 39,654 *
Victor E. Nichol, Jr.(5)(13).................................... 77,985 1.2%
James R. Andrews, M.D.(6)....................................... 9,200 *
T. Morris Hackney(9)............................................ 2,817 *
John D. Johns(10)............................................... 37,217 *
James Mailon Kent, Jr.(6)....................................... 10,612 *
C. Philip McWane(2)(13)......................................... 242,685 3.7%
Drayton Nabers, Jr.............................................. 39,217 *
Ronald W. Orso, M.D.(11)........................................ 100,500 1.5%
G. Ruffner Page, Jr.(2)(12)(13)................................. 301,422 4.6%
W. Stancil Starnes.............................................. 39,275 *
William D. Montgomery........................................... 35,581 *
John J. McMahon, Jr. (7)(13)(14)
(nominee for director).......................................... 317,817 4.8%
All directors & executive officers as a group
(14 persons).................................................... 1,486,081 22.6%
</TABLE>
(1) Unless otherwise indicated, the named person has the sole voting and
dispositive power for the shares indicated. Percentage of ownership is
based on 6,565,984 shares of ANB Common Stock representing 6,515,418
shares outstanding as of March 14, 1997, and 50,566 shares underlying
options held by persons listed in this table exercisable within 60 days
from said date. An asterisk means less than 1%.
(2) Mr. James R. McWane is the father of C. Phillip McWane, Anna McWane
and J.R. McWane, Jr. Mr. McWane disclaims beneficial ownership of any
shares beneficially
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<PAGE> 19
owned by his children and each of his children disclaim beneficial
ownership of any shares held in trust for their respective benefit.
(3) Includes 417,768 shares held by the McWane Trust for the benefit of
C. Phillip McWane and 174,070 held by the McWane Trust for the benefit
of Anna McWane. Mr. McWane is the trustee for each of these Trusts.
(4) Does not include 2,817 shares owned by Mrs. McMahon's husband, John J.
McMahon, Jr., of which Mrs. McMahon disclaims beneficial ownership.
Does not include 15,000 shares held in trusts for the benefit of
Phillip McWane's children, of which John J.
McMahon, Jr. is trustee.
(5) James A. Taylor was the Chairman of the Board and Chief Executive
Officer of ANB as well as a director until April 30, 1996. Effective
April 30, 1996, Mr. Holcomb became the Chairman of the Board and Chief
Executive Officer of ANB as well as a director and Mr. Nichol became
President and Chief Operating Officer of ANB as well as a director. Mr.
Whitehead served as Executive Vice President of ANB as well as a
director until his death in February, 1997.
(6) Includes stock options to purchase a total of 50,566 shares of ANB
Common Stock which are individually held as follows: 34,166 shares by
the estate of Mr. Whitehead, and 8,200 shares by each of Dr. Andrews
and Mr. Kent. All such options are presently exercisable.
(7) Includes 300,000 shares held in a family partnership pursuant to which
Mr. and Mrs. McMahon share the power to vote and dispose of the shares
with each other, with their three children and the spouses of two of
those children.
(8) Includes 194,819 shares of ANB Common Stock of which Mr. Holcomb has
beneficial ownership by reason of the irrevocable proxies granted to
him by James A. Taylor (189,331) and Mr. Whitehead (5,488) in
accordance with agreements made in conjunction with the Merger.
(9) Does not include 37,217 shares owned of record by Mr. Hackney's wife,
of which Mr. Hackney disclaims beneficial ownership.
(10) Of these shares, 6,684 shares are owned of record by Mr. Johns and 30,
533 are beneficially owned by him through his Individual Retirement
Account. Does not include 1,000 shares owned by Mr. John's wife's
Individual Retirement Account, 1,500 shares held for the benefit of
Mr. John's wife in the James A. Dunlap Children's Trust, Nancy D.
Johns Subtrust, or 2,000 shares held by Mr. John's wife as custodian
for their minor child. Mr. Johns disclaims beneficial ownership of
these shares.
(11) Includes 500 shares beneficially owned by Dr. Orso through his
Individual Retirement Account and 100,000 shares held in a pension plan
of which Dr. Orso serves as trustee.
(12) Includes 187,995 shares held by the Anna McWane Trust and 88,775
shares held by the J.R. McWane, Jr. Trust. Mr. Page is the trustee
for each of these trusts. Does not
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<PAGE> 20
include 5,000 shares owned of record by Mr. Page's wife, of which Mr.
Page disclaims beneficial ownership.
(13) Each of these individuals has filed a joint Schedule 13G with the
Securities and Exchange Commission to acknowledge that they are part of
a group formed for the purpose of acquiring, holding, voting and
disposing of more than 5% of the outstanding ANB Common Stock. These
individuals have the right to vote, in the aggregate, 2,776,001 shares
or 42.2% of the outstanding shares of ANB Common Stock.
(14) Includes 15,000 shares held in three separate trusts for the benefit
of Phillip McWane's children. Mr. McMahon is the trustee for each of
these trusts.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On April 24, 1996, James A. Taylor, Chairman and Chief Executive
Officer of ANB, resigned from the Board of Directors of ANB effective April 30,
1996. In connection with Mr. Taylor's resignation. Mr. Taylor and his wife,
Martha W. Taylor, who served as Secretary of ANB, agreed to terminate their
respective employment agreements in consideration of a lump sum payment of
approximately $900,000, substantially all of which was financed by a loan from
an independent bank. As partial consideration of such payment, Mr. Taylor agreed
to provide consulting services to ANB through April 30, 1998. In addition to the
lump sum payment, ANB agreed to continue certain benefits currently available to
Mr. Taylor under the Taylor Agreement. Until Mr. Taylor reaches the age of 65,
ANB will pay the premiums on certain life and disability insurance policies on
the life of Mr. Taylor (See Note 3 to the Summary Compensation Table); will
provide Mr. Taylor medical, life and disability insurance comparable to ANB's
current group policies, so long as the annual cost of such coverage does not
exceed the cost for such coverage in the twelve (12) months preceding March 31,
1996; and will continue Mr. Taylor's medical reimbursement plan maintained by
the First National Bank of Ashland (subject to an annual cap of $14,000 per
year). ANB further agreed to cause certain of its subsidiary banks to pay Mr.
Taylor his deferred compensation (see Note 4 to the Summary Compensation Table)
and to continue its obligation to register the ANB Common Stock owned by Mr.
Taylor under certain circumstances. The payments made under the settlement
agreements with Mr. and Mrs. Taylor are in lieu of all severance compensation
provided under their respective employment agreements.
NBC's main office is occupied under a lease with an affiliated party,
Woodward Properties, of which (i) Mr. James R. McWane, (ii) Mr. McMahon and
(iii) a family partnership, of which Mr. and Mrs. McMahon have beneficial
ownership, are partners. NBC has leased 61,846 square feet at an annual
rental rate of $15.00 per square foot through the year 2013, subject to
adjustment based on the Consumer Price Index. ANB believes this lease
represents an arms-length rate and terms for comparable space in the
Birmingham market.
ANB and the Banks have and expect to continue to have banking and other
transactions in the ordinary course of business with directors and executive
officers of ANB and their affiliates, including members of their families or
corporations, partnerships or other organizations in which such directors or
executive officers have a controlling interest, on substantially the same terms
including interest rates and collateral, as those prevailing at the time for
comparable transactions with unrelated parties. Such transactions are not
expected to involve more than the normal risk of collectibility nor present
other unfavorable features to ANB and the Banks. Each of the Banks is subject to
limits on the aggregate
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<PAGE> 21
amount it can lend to the Bank's and ANB's directors and officers as a group.
This limit is currently equal to two times the applicable entity's unimpaired
capital and surplus. Loans to individual directors and officers must also comply
with the bank's lending policies and statutory lending limits, and directors
with a personal interest in any loan application are excluded from the
consideration of such loan application.
INDEPENDENT ACCOUNTANTS
On April 25, 1996, the Board of Directors of ANB, upon the
recommendation of its Audit Committee, approved the engagement of Coopers &
Lybrand LLP as its independent auditors for the year ending December 31, 1996.
Coopers & Lybrand LLP had served as the independent auditors for ANB's
predecessor, NCC and its subsidiaries, for each of the years ended December 31,
1994, 1993, 1992 and 1991, and was serving as the independent auditor of NCC in
1995, when their engagement ended on the effective date of the Merger.
ANB had engaged Ernst & Young LLP as its independent auditors for the
years ended December 31, 1995, 1994 and 1993. Ernst & Young LLP expressed its
unqualified opinion as to the consolidated financial statements of ANB and its
subsidiaries for each of those years in its report dated February 29, 1996.
Because the Merger resulted in a change of control, the consolidated
financial statements of the Registrant for the years prior to 1996 include only
the results of operations of NCC. Accordingly, the report of Ernst & Young LLP,
dated February 29, 1996, with respect to ANB's consolidated financial statements
referenced the unqualified opinion of Coopers & Lybrand LLP, dated January 27,
1995, with respect to the consolidated statement of condition of ANB (formerly
reported as NCC) for the year ended December 31, 1994, and the related
consolidated statements of income, changes in stockholders' equity and cash
flows for each of the two years ended December 31, 1994.
There were no disagreements during 1995 or 1994 between ANB and Ernst &
Young LLP on any matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedure, which disagreement, if not
resolved to the satisfaction of Ernst & Young LLP, would have caused it to make
reference to the subject matter of the disagreement in its report.
ANB retained Ernst & Young LLP to audit the separate 1996 financial
statements of ANB's wholly-owned subsidiary, NBC Securities, Inc., a
registered broker-dealer.
OTHER MATTERS
As of the date of this Proxy Statement, the Board of Directors of ANB
does not know of any business which will be presented for consideration at the
Annual Meeting other than that specified herein and in the Notice of Annual
Meeting of Stockholders, but if other matters are presented, it is the intention
of the persons designated as proxies to vote in accordance with their judgment
on such matters.
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<PAGE> 22
DEADLINE FOR SHAREHOLDER PROPOSALS
If any Stockholder wishes to present a proposal for action at the 1998
Annual Meeting of the Stockholders, the Stockholder must comply with applicable
Securities and Exchange Commission Regulations, including adequate notice to
ANB. Any proposal must be submitted in writing not later than November 30, 1997
by Certified Mail - Return Receipt Requested to Alabama National BanCorporation,
Attention: John H. Holcomb, III, 1927 First Avenue North, Birmingham, Alabama
35203.
A COPY OF ANB'S 1996 ANNUAL REPORT TO STOCKHOLDERS WHICH INCLUDES ANB'S ANNUAL
REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1996, INCLUDING THE
FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES THERETO, AS FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION, IS ENCLOSED WITH THIS PROXY STATEMENT.
IF SUCH ANNUAL REPORT IS NOT SO INCLUDED, PLEASE ADDRESS NOTIFICATION TO ALABAMA
NATIONAL BANCORPORATION, ATTENTION: JUDY LAWLEY, 1927 FIRST AVENUE NORTH,
BIRMINGHAM, ALABAMA 35203.
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<PAGE> 23
APPENDIX
REVOCABLE PROXY
ALABAMA NATIONAL BANCORPORATION
1927 FIRST AVENUE NORTH
BIRMINGHAM, ALABAMA 35203
This Proxy is solicited on behalf of the Board of Directors of Alabama
National BanCorporation ("ANB") for use only at the Annual Meeting of
Stockholders to be held on April 24, 1997, and at any postponement or
adjournments thereof (the "Annual Meeting").
The undersigned, being a Stockholder of ANB, hereby appoints John H.
Holcomb, III and Victor E. Nichol, Jr., and each of them, as Proxies, each with
the power to appoint his substitute, and hereby authorizes them, or either of
them, to represent the undersigned at the Annual Meeting and thereat to act
with respect to all votes that the undersigned would be entitled to cast, if
then personally present, on the following matters in accordance with the
following instructions:
1. To elect 11 directors to serve on the ANB Board of Directors until the
next annual meeting and their successors are duly elected and qualified.
[ ] FOR All Nominees (Other than as Struck Below)
[ ] WITHHOLD AUTHORITY To Vote For All Nominees Listed
NOTE: To withhold authority to vote for any individual nominee strike a line
through the nominee's name in the list below.
T. Morris Hackney; John H. Holcomb, III; John D. Johns; C. Phillip McWane;
William D. Montgomery, Drayton Nabors, Jr.; Victor E. Nichol, Jr.; G. Ruffner
Page, Jr.; W. Stancil Starnes; Ronald W. Orso, M.D.; and John J. McMahon, Jr.
2. To transact such other business as may properly come before the Annual
Meeting or any adjournment thereof.
THIS INSTRUCTION CARD IS CONTINUED ON THE RESERVE SIDE.
PLEASE SIGN ON THE RESERVE SIDE AND RETURN PROMPTLY.
<PAGE> 24
The undersigned acknowledges that the Annual Meeting may be postponed
or adjourned to a date subsequent to the date set forth above, and intends that
this Proxy shall be effective at the Annual Meeting after such postponement(s)
or adjournment(s). This Proxy is revocable, and the undersigned may revoke it
at any time by delivery of written notice of such revocation to ANB, or its
agent, AmSouth Bank of Alabama, prior to the date of the Annual Meeting, or by
attendance at the Annual Meeting.
This Proxy when properly executed will be voted in the manner directed by the
undersigned. If no direction is made, this Proxy will be voted FOR all
director nominees.
PLEASE SIGN EXACTLY AS NAME APPEARS BELOW
DATED: , 1997.
---------------------------
----------------------------------------
Signature
----------------------------------------
Signature
NOTE: Please sign exactly as name appears
above. When signing as attorney, executor,
administrator, trustee or guardian,
please give full title as such. If a
corporation, please sign in full corporation
name by president or other authorized officer.
If a partnership, please sign in partnership
name by authorized person.
PLEASE MARK, DATE AND SIGN THIS PROXY BELOW AND RETURN PROMPTLY USING
THE ENCLOSED ENVELOPE.
