<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[X] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
[_] Definitive Proxy Statement Rule 14a-6(e)(2))
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
ALABAMA NATIONAL BANCORPORATION
------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No Filing 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:
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(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.
[_] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
April 1, 1998
To the Stockholders of Alabama National BanCorporation:
You are invited to attend the 1998 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 23,
1998 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 1997 Annual Report to Stockholders.
Information about the meeting and the various matters on which the Stockholders
will act is included in the enclosed Notice of Meeting and Proxy Statement.
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,
John H. Holcomb, III
Chairman of the Board and
Chief Executive Officer
<PAGE>
ALABAMA NATIONAL BANCORPORATION
1927 FIRST AVENUE NORTH
BIRMINGHAM, ALABAMA 35203
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 23, 1998
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 23, 1998, at National Bank of Commerce of
Birmingham, 1927 First Avenue North, Birmingham, Alabama 35203, for the
following purposes:
1. To elect 13 directors of ANB to serve until the next annual meeting of
Stockholders and their successors are elected and qualified;
2. To consider and act upon a proposal to amend the Certificate of
Incorporation of ANB to increase the number of authorized shares of
common stock from 10,000,000 to 17,500,000; and
3. 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 16, 1998 as the record date for the
Annual Meeting. Only holders 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 at 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, 1997 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,
Kimberly Moore
Secretary
April 1, 1998
<PAGE>
ALABAMA NATIONAL BANCORPORATION
1927 FIRST AVENUE NORTH
BIRMINGHAM, ALABAMA 35203
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 23, 1998
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 23, 1998, 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 are first being mailed to
the stockholders of ANB on or about April 1, 1998.
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 16, 1998 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 6, 1998, there were 8,648,120 shares of the
common stock of ANB, par value $1.00 per share ("ANB Common Stock"),
outstanding. Each stockholder is entitled to one vote in person or by proxy for
each share of ANB Common Stock held 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, on or before April 22,
1998. The address for AmSouth Bank is 730 AmSouth/Harbert Plaza, 1901 Sixth
Avenue North, Birmingham, Alabama 35203, Attention: Corporate Trust Division.
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the number and percentage of outstanding
shares of ANB Common Stock beneficially owned as of March 6, 1998 by (i) each
person or entity known by ANB to own more than 5% of the outstanding ANB Common
Stock; (ii) each Named Executive Officer (as defined herein) of ANB; (iii) each
director of ANB; and (iv) all executive officers and directors of ANB as a
group.
<TABLE>
AMOUNT AND NATURE OF
NAME OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP(1) PERCENT OF CLASS(1)
------------------------ ----------------------- -------------------
<CAPTION>
PRINCIPAL STOCKHOLDERS
<S> <C> <C>
Estate of James R. McWane 1,013,521 11.6%
2900 Highway 280 East
Suite 300
Birmingham, Alabama 35222
<CAPTION>
DIRECTORS AND CERTAIN EXECUTIVE OFFICERS
John H. Holcomb, III(2)(12) 59,356 *
Chief Executive Officer, Chairman and
Nominee
Victor E. Nichol, Jr.(12) 77,985 *
President, Chief Operating Officer,
Director and Nominee
James S. Parks, Jr 3,371 *
Senior Vice President-Finance,
Controller and Treasurer
Dan M. David (3) 118,986 1.4%
Vice Chairman, Director and Nominee
T. Morris Hackney(4) 2,817 *
Director and Nominee
John D. Johns(5) 37,217 *
Director and Nominee
John J. McMahon, Jr. (6)(7)(12) 317,817 3.6%
Director and Nominee
C. Phillip McWane(8)(12) 1,256,206 14.4%
Director and Nominee
William D. Montgomery 35,581 *
Director and Nominee
Drayton Nabers, Jr 39,217 *
Director and Nominee
C. Lloyd Nix (9) 89,161 1.0%
Director and Nominee
G. Ruffner Page, Jr.(10)(12) 301,422 3.5%
Director and Nominee
William E. Sexton (11) 110,695 1.3%
Director and Nominee
W. Stancil Starnes 41,417 *
Director and Nominee
All directors & executive officers as a group
(14 persons) 2,491,248 28.6%
</TABLE>
2
<PAGE>
<TABLE>
<S> <C>
(1) Unless otherwise indicated, the named person has the sole voting and
dispositive power for the shares indicated. Percentage of ownership is
based on 8,720,015 shares of ANB Common Stock representing 8,648,120 shares
outstanding as of March 6, 1998, and 71,895 shares underlying options held
by persons listed in this table exercisable within 60 days from said date.
An asterisk means less than 1%.
(2) Includes 16,588 shares of ANB Common Stock of which Mr. Holcomb has
beneficial ownership by reason of the irrevocable proxy granted to him by
James A. Taylor (1,100 shares) and Frank Whitehead (15,488 shares) in
accordance with agreements made in conjunction with the merger of National
Commerce Corporation, the former parent company of NBC, and Commerce
Bankshares, Inc. ("CBS"), with and into ANB (the "NBC Merger").
(3) Includes stock options to purchase 71,895 shares of ANB common stock. Does
not include 3,328 shares owned of record by Mr. David's wife, of which Mr.
David disclaims beneficial ownership.
(4) Does not include 37,217 shares owned of record by Mr. Hackney's wife, of
which Mr. Hackney disclaims beneficial ownership.
(5) 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 and the 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.
(6) Includes 300,000 shares held in a family partnership pursuant to which Mr.
McMahon shares the power to vote and dispose of the shares with his wife,
and with his three children and the spouses of two of those children. Does
not include 94,442 shares owned of record by Mr. McMahon's wife, of which
Mr. McMahon disclaims beneficial ownership.
(7) Includes 15,000 shares held in three separate trusts for the benefit of
Mr. Phillip McWane's children. Mr. McMahon is the trustee for each of these
trusts.
(8) Includes 1,013,521 shares held by the Estate of James R. McWane, of which
Mr. Phillip McWane is executor. Also includes 10,000 shares owned by H & P
Partners of Alabama, L.P., a family limited partnership, of which Mr.
McWane has shared voting control.
(9) Includes 35,148 shares held jointly with Dr. Nix's wife and 14,533 shares
owned of record by Dr. Nix's wife.
(10) 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 include 5,000 shares owned of record by Mr. Page's
wife, of which Mr. Page disclaims beneficial ownership.
(11) Includes 68,590 shares owned by Sexton's Inc., of which Mr. Sexton is
Chairman of the Board, 28,882 shares owned directly by Mr. Sexton's wife,
and 611 shares held by the Sexton Foundation, of which Mr. Sexton is
Chairman.
(12) 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, 2,012,786 shares or 23.3% of the
outstanding shares of ANB Common Stock.
</TABLE>
3
<PAGE>
ELECTION OF DIRECTORS
GENERAL
The Board of Directors of ANB has nominated 13 persons for election as
directors to serve until the next annual meeting of stockholders and until their
successors are elected and qualified.
The persons named in the enclosed Proxy have advised that, unless a
contrary direction is indicated on the enclosed Proxy, 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, which the Board of Directors does not
anticipate 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
13 persons have been nominated to serve on the Board of Directors. The current
Board of Directors believes that a Board of Directors of 13 persons is practical
and efficient at this point in time. The Board of Directors has no current
intention to fill the two 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.
The election of each nominee requires the affirmative vote of the holders
of a plurality of the shares of ANB's common stock cast in the election of
directors. Votes that are withheld and shares held in street name that are not
voted in the election of directors will not be included in determining the
number of votes cast. Unless otherwise specified in the enclosed Proxy, it is
intended that votes will be cast for the election of all of the nominees as
directors.
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 1998 Annual Meeting to
serve until the next annual meeting of Stockholders and until 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."
DAN M. DAVID, 52, has served as a director of ANB since November 30, 1997.
Mr. David has served as Vice Chairman of ANB since November 30, 1997 upon the
merger of First American Bancorp ("FAB") with and into ANB (the "FAB Merger").
Mr. David continues to serve as Chairman of First American Bank, a position he
has held since 1995. Mr. David served as Chairman and Chief Executive Officer of
FAB from 1995 through 1997, as Vice Chairman and Chief Executive Officer during
1994 and 1995 and as Chief Executive Officer and President of FAB from 1986
through 1994. Mr. David was appointed to fill a vacancy on ANB's Board of
Directors following the closing of the FAB Merger, pursuant to the provisions of
the Agreement and Plan of Merger by which ANB acquired FAB (the "FAB Merger
Agreement").
T. MORRIS HACKNEY, 66, has served as a director of ANB since 1995. Mr.
Hackney is currently Chairman and Chief Executive Officer and a director of
Citation Corporation, a position he has held since 1975.
4
<PAGE>
JOHN H. HOLCOMB, III, 46, has served as a director of ANB since 1995. Mr.
Holcomb has served as Chairman of the Board and Chief Executive Officer of ANB
since April 1996. From December 1995 through April 1996, Mr. Holcomb served as
President and Chief Operating Officer of ANB. Mr. Holcomb has served as
President and Chief Executive Officer of NBC since 1990, and served as President
and Chief Executive Officer, and a director, of CBS from its incorporation in
April 1995 through December 1995.
JOHN D. JOHNS, 46, has served as a director of ANB since 1995. Mr. Johns
is currently the President and Chief Operating Officer of Protective Life
Corporation and has served in such capacity since August 1996. Mr. Johns also
serves as a director of Protective Life Corporation. 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, 40, has served as a director of ANB since 1995. Mr.
McWane has served as the President of McWane, Inc. since 1995, and was Executive
Vice President of McWane, Inc. from 1991 until 1995.
JOHN J. MCMAHON, JR., 55, has served as a director of ANB since 1997. Mr.
McMahon is currently the Chairman of the Board of McWane, Inc. and has served in
such position since 1995. From 1980 until 1995, Mr. McMahon was President of
McWane, Inc. Mr. McMahon also serves as a director of John H. Harland Co. and
Protective Life Corporation.
WILLIAM D. MONTGOMERY, 49, has served as a director of ANB since October
1996, when Mr. Montgomery was appointed to a 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 Holding Company, Inc.
("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., 57, has served as a director of ANB since 1995. Mr.
Nabers has served as Chairman of the Board of Directors and Chief Executive
Officer of Protective Life Corporation since 1996, as Chairman, President and
Chief Executive Officer of Protective Life Corporation from 1994 to 1996, and as
President and Chief Executive Officer of Protective Life Corporation from 1992
to 1994. Mr. Nabers also serves as a director of Energen Corporation.
VICTOR E. NICHOL, JR., 51, has served as a director of ANB since 1995. Mr.
Nichol has served as President and Chief Operating Officer of ANB since April
1996. From December 1995 through April 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.
C. LLOYD NIX, 61, has served as a director of ANB since November 30, 1997.
Dr. Nix has been engaged in the private practice of dentistry in Decatur,
Alabama since 1965. Dr. Nix was appointed to fill a vacancy on ANB's Board of
Directors following the closing of the FAB Merger, pursuant to the provisions of
the FAB Merger Agreement.
5
<PAGE>
G. RUFFNER PAGE, JR., 38, has served as a director of ANB since 1995. Mr.
Page is currently Executive 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.
WILLIAM E. SEXTON, 66, has served as a director of ANB since November 30,
1997. Mr. Sexton has served as Chairman of Sexton's, Inc. since January 1998
and served as President of Sexton's, Inc. from 1990 through 1998. Mr. Sexton
served as Chairman of FAB from 1985 until 1995 and as Vice Chairman of FAB from
1995 through November 30, 1997. Mr. Sexton was appointed to fill a vacancy on
ANB's Board of Directors following the closing of the FAB Merger, pursuant to
the provisions of the FAB Merger Agreement.
W. STANCIL STARNES, 49, has served as a director of ANB since 1995. Mr.
Starnes is currently the senior partner in the law firm of Starnes & Atchison.
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 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 1998 to recommend nominees for the election of such
nominees at the 1998 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 Nominating Committee would consider any such recommendations made
to it in writing on a timely basis. See "DEADLINE FOR SHAREHOLDER PROPOSALS."
The Audit Committee recommends to the Board of Directors the appointment of
independent auditors to audit the books, records and accounts of ANB and its
subsidiary banks (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; and 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 four times in 1997.
The Compensation Committee is authorized to recommend to the Board of
Directors from time to time the compensation to be paid to officers, directors
and committee members ("Executive Compensation") of ANB. Executive
Compensation may include, but is not limited to, salary, bonus,
6
<PAGE>
performance share awards, other annual compensation and any combination thereof
as the Compensation Committee deems appropriate in light of the performance of
ANB. During 1997, the Compensation Committee served as the Performance
Committee pursuant to the ANB Performance Share Plan. The Compensation
Committee met three times in 1997.
During 1997, Messrs. Holcomb, Nichol, Page and McWane served on the
Executive Committee; Messrs. Holcomb, McMahon, McWane and Nabers served on the
Nominating Committee; Messrs. Starnes, Montgomery, Johns, Hackney and Page
served on the Audit Committee; and Messrs. Johns, Nabers, McMahon and Starnes
served on the Compensation Committee. Other than Mr. McMahon and Mr. McWane,
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 1997.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires ANB's
executive 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, 1997 through December 31, 1997, all Section 16 Insiders filed their Section
16(a) Forms in a timely manner, except that Dr. William Muse, a former director
and Mr. James McWane each filed one Form 4 late and Mr. McMahon filed a Form 3
late.
7
<PAGE>
EXECUTIVE COMPENSATION AND OTHER INFORMATION
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 $100,000 during 1997 (collectively the "Named
Executive Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG TERM COMPENSATION
------------------------------------------- ------------------------------------------
AWARDS PAYOUTS
------------------------- -------------
SECURITIES
RESTRICTED UNDERLYING
OTHER ANNUAL STOCK OPTIONS/ LTIP ALL OTHER
NAME AND SALARY BONUS COMPENSATION AWARD(S) SARS PAYOUTS COMPENSATION
PRINCIPAL POSITION YEAR ($) ($) ($) ($) (#) ($) ($)
------------------ ---- --- --- --- --- --- --- ---
<S> <C> <C> <C> <C> <C> <C> <C> <C>
John H. Holcomb, III 1997 $250,000 $112,500 -0- -0- -0- $57,750 $13,267(2)
Chairman and CEO 1996 205,000 112,500 -0- $10,686(1) -0- 49,688 9,762
1995 160,000 200,000 -0- -0- -0- -0- 8,197
Victor E. Nichol, Jr. 1997 $225,000 $ 54,000 -0- -0- -0- $46,200 $11,661(2)
President and COO 1996 185,000 90,000 -0- $10,686(1) -0- 39,750 4,497
1995 145,000 175,000 -0- -0- -0- -0- 4,514
Dan M. David(3) 1997 $151,982 $ 37,500 -0- -0- -0- -0- $ 7,687(4)
Vice Chairman 1996 N/A N/A N/A N/A N/A N/A N/A
1995 N/A N/A N/A N/A N/A N/A N/A
James S. Parks, Jr.(5) 1997 $100,000 $ 10,000 -0- -0- -0- -0- $ 5,467(2)
Senior Vice 1996 75,083 9,000 -0- -0- -0- -0- 4,217
President-Finance, 1995 N/A N/A N/A N/A N/A N/A N/A
Controller and Treasurer
</TABLE>
- ----------------------------------
(1) Resulted from a redistribution of 507 shares of restricted stock
previously granted under the Commerce Bankshares, Inc. Long Term
Incentive Compensation Plan (the "CBS Plan") to another employee
upon such employee's termination. At December 31, 1997, the
shares subject to such restricted stock award had a market value
of $13,372. 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 until such restrictions
lapse.
(2) The amounts shown in this column for Messrs. Holcomb, Nichol and
Parks represent ANB contributions to ANB's 401(k) retirement plan
in the amount of $2,000 each, and amounts contributed and accrued
under the NBC Pension Plan totaling $11,267 for Mr. Holcomb,
$9,661 for Mr. Nichol and $3,467 for Mr. Parks. See "Defined
Benefit Plan" under this caption.
(3) Mr. David became Vice Chairman of ANB upon the closing of the FAB
Merger effective November 30, 1997. Mr. David's 1997 salary
reflects income from FAB for the months of January through
November, 1997 and income from ANB for the month of December
1997. Mr. David's bonus reflects the 1997 bonus paid by FAB prior
to the FAB Merger. Upon the consummation of the FAB Merger, ANB
entered into an employment agreement with Mr. David dated
November 30, 1997, whereby Mr. David agreed to serve as Chairman
of First American Bank and Vice Chairman of ANB. The employment
agreement has a term of five years and provides for annual
compensation to Mr. David of not less than $186,000 per year.
(4) The amount shown in this column for Mr. David represents First
American Bank contributions to the First American Bank 401(k)
Retirement Plan.
(5) Mr. Parks became an executive officer of ANB during 1996.
8
<PAGE>
Stock Options Granted
As a result of the NBC Merger in 1995, ANB assumed the CBS Plan. The ANB
Board of Directors, upon recommendation of the Compensation Committee,
terminated the CBS Plan on April 25, 1996. As a result of the FAB Merger, ANB
assumed certain stock option plans of FAB which include: (i) the First American
Bancorp Stock Option Plan dated October 20, 1992, (ii) the First American
Bancorp 1994 Stock Option Plan and (iii) two nonqualified Stock Option
Agreements dated March 7, 1997 (collectively, the "FAB Plans"). ANB does not
intend to make additional awards under the FAB Plans. The table below represents
options previously granted to Messrs. Holcomb and Nichol under the CBS Plan, and
to Mr. David under the FAB Plans.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SHARES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
NUMBER SHARES OPTIONS AT FISCAL IN-THE-MONEY OPTIONS AT
ACQUIRED ON VALUE YEAR-END(#) FISCAL YEAR-END($)
NAME EXERCISE(#) REALIZED($) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE(1)
---- ----------- ----------- -------------------------- ----------------------------
<S> <C> <C> <C> <C>
John H. Holcomb, III -0- N/A 0/35,217 $ 0/728,816
Victor E. Nichol, Jr. -0- N/A 0/21,131 $ 0/437,306
Dan M. David(2) -0- N/A 71,896/0 $1,271,790/0
</TABLE>
- ----------------------
(1) Based on $26.375 per share, the average sale price reported by
NASDAQ on December 31, 1997.
(2) Mr. David's options were awarded by FAB prior to the FAB Merger
under certain of the FAB Plans.
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>
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
</TABLE>
- ----------------------------------
(1) On February 27, 1997, 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.
9
<PAGE>
Defined Benefit Plan
PENSION PLAN TABLE(1)
<TABLE>
<CAPTION>
AVERAGE ANNUAL
REMUNERATION YEARS OF SERVICE
------------ ----------------
15 20 25 30 35
-- -- -- -- --
<S> <C> <C> <C> <C> <C>
$125,000.................. $24,375 $32,500 $40,625 $48,750 $56,875
$150,000.................. $29,250 $39,000 $48,750 $58,500 $68,250
</TABLE>
- --------------------
(1) Annual compensation for purposes of the NBC Pension Plan is capped at
$160,000.
As a result of the NBC 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 each participant's "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 such participant was 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 such participant was 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, as 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 $160,000, the current limit prescribed
under Section 401(a)(17) of the Internal Revenue Code.
The Summary Compensation Table reflects under the caption "All Other
Compensation" the amounts accrued for the benefit of Messrs. Holcomb, Nichol and
Parks under the NBC Pension Plan. The current annual compensation and years of
service attributable to each of them are as follows:
<TABLE>
<CAPTION>
Current Annual Compensation Credited Years of Service
--------------------------- -------------------------
<S> <C> <C>
John H. Holcomb, III $160,000(1) 17
Victor E. Nichol, Jr. $160,000(1) 5(2)
James S. Parks, Jr. 113,920 10
</TABLE>
- --------------------
(1) The maximum annual compensation for purposes of the NBC Pension Plan.
(2) There is a five year vesting requirement to participate in the NBC Pension
Plan. At the end of 1998, Mr. Nichol will have 5 years credited toward his
vesting requirement.
10
<PAGE>
Director Compensation
Non-employee 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 the 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 the
receipt of all or any portion of their directors' fees. Directors' fees so
deferred may be credited to the directors in cash or ANB Common Stock
equivalents or a combination thereof. Messrs. Hackney, Johns, McWane, Nabers,
Page, Starnes and McMahon also serve on the NBC Board of Directors and receive
NBC directors' fees of $8,000 per annum plus $200 for each NBC Board meeting and
Committee meeting attended. Mr. Montgomery also serves as Chairman of the Board
of the First Gulf Bank Board of Directors and receives Chairman's fees of $1,000
per month. Dr. Nix and Mr. Sexton also serve on the Board of Directors of First
American Bank and receive directors' fees of $400 per month plus $200 for each
First American Bank board and committee meeting attended.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee, which establishes the compensation of the
executive officers of ANB, is comprised of Messrs. Johns, McMahon, Nabers and
Starnes. Dr. Ronald W. Orso served on the Compensation Committee until his
resignation from the Board on October 10, 1997. During 1997, there were no
interlocking relationships between any executive officers of ANB and any entity
whose directors or executive officers serve on the ANB's Board of Directors
and/or Compensation Committee.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee has oversight of the compensation paid to the
Chief Executive Officer and certain other senior officers of ANB and its
subsidiaries including the Named Executive Officers. Total compensation for
these persons is reviewed and set annually and includes three primary types of
compensation: base salary, bonuses paid under the ANB Annual Incentive Plan, and
long-term incentive compensation under the Performance Share Plan. The following
discussion is applicable to executive officers of ANB, including the Chief
Executive Officer and the Named Executive Officers.
Base Salary. Executive officers' base salaries are determined by several
factors, but principally by the level of responsibilities required by the
position. In establishing base salaries, the Compensation Committee reviews
recommendations by the Chief Executive Officer and considers information
provided by an outside compensation consultant relating to compensation paid by
other local banking companies and bank holding companies of comparable size.
Some of the companies considered are in the peer group used for the Stock
Performance Graph herein. Individual competence, length of service in a
position, and comparisons to salaries for similar positions in other comparable
companies guide the determination of the appropriate level of an executive
officer'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, Nichol and Parks, each of whom is also an officer of NBC,
are paid by NBC. The base salary and incentive bonus for Mr. David are paid by
First American Bank.
Annual Incentive Plan. The Board of Directors approved the ANB Annual
Incentive Plan (the "AIP") in 1996. The AIP was established for the purpose of
rewarding, retaining, and providing incentives for performance through annual
bonuses for those employees who contribute most to the operating progress of
ANB. The Compensation Committee sets the total target amount of bonuses for
11
<PAGE>
each year and reviews the methodology used to determine individual bonuses.
Individual bonuses of employees participating in the AIP are determined with
respect 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 participating in the AIP,
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 1997 by the Compensation Committee.
The target bonus percentage is established by determining the desired total
incentive compensation component for the particular employee and by reviewing
the practices of certain peer banks as reflected in available surveys. Bonus
payments under the AIP, when made, may range from 33% to 200% of the target
amount. Other than the Chief Executive Officer, an individual's AIP bonus is
based upon a combination of ANB's performance, departmental performance and the
individual's performance. The AIP bonus of the Chief Executive Officer 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 AIP bonus relating to 1997 for the Chief Executive Officer was determined
without giving effect to the operations of FAB, which was merged into ANB
effective November 30, 1997.
Performance Share Plan. The ANB Stockholders approved the ANB Performance
Share Plan (the "PSP") in 1996. The PSP is administered by 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
incentives to key employees who are in positions to make significant
contributions towards such success. The PSP is a key component of executive
compensation, and is 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 by reviewing the
long term incentive opportunities provided to executives in similar positions at
peer banks and determining the desired total long-term compensation component of
the particular employee's compensation package.
The Compensation Committee, from time to time, may select participants to
receive incentive compensation awards under the PSP ("Performance Share
Awards"). Each Performance Share Award granted will generally represent one
share of ANB Common Stock, unless otherwise determined by the Compensation
Committee, but in no event may the Compensation Committee determine that a
Performance Share Award equals more than 1.25 shares of ANB Common Stock. No
individual participant may be granted, in the aggregate, Performance Share
Awards which represent more than 25% of the ANB Common Stock reserved for
issuance under the PSP. Each Performance Share Award is awarded as of January 1
of the year of award, regardless of the actual date of grant ("Date of Grant").
At the time of the Compensation Committee grants of Performance Share
Awards, the Compensation 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 Compensation Committee may subdivide the Award Period into one interim
period which is a period of calendar years chosen by the Compensation Committee
commencing with any Date of Grant but which is less than the Award Period (an
"Interim Period").
No Performance Share Award will be paid unless the participant meets the
conditions established by the Compensation Committee for the Award Period or
Interim Period. The Compensation 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 factors. The Compensation 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
12
<PAGE>
Period or Interim Period applicable to a Performance Share Award, the
Compensation Committee determines that the participant has met the conditions
for payment of the Performance Share Award, then, unless otherwise directed by
the Compensation 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 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
Compensation Committee, in its discretion, may provide for payment of cash and
distribution of shares of ANB Common Stock in such other proportions as the
Compensation Committee deems appropriate, except that the Compensation Committee
must pay in cash an amount not less than the tax withholding obligation.
The Performance Share Awards made during 1997 were determined by
calculating the desired total long-term compensation component of the particular
employee's compensation package and by comparison of this long-term component to
long-term awards made at a peer group of comparable banks and bank holding
companies. Award payments can range from zero to 200% of a grant. For example,
if ANB ranks in the top 25% of the peer group in terms of return on average
equity, 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 1997, the Compensation Committee established Performance
Share Awards that will be paid after 4 years and will include results for fiscal
years 1997, 1998, 1999 and 2000.
Compensation Committee:
John D. Johns, Chairman
John J. McMahon, Jr.
Drayton Nabers, Jr.
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 on
November 22, 1994 and ending on December 31, 1997, compared to 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 ("ANB Peer Group") for the
period beginning November 22, 1994, and ended December 31, 1997.
13
<PAGE>
[INSERT PERFORMANCE GRAPH]
<TABLE>
<CAPTION>
PERIOD ENDING
---------------------------------------------------------
Index 11/22/94 12/31/94 12/31/95 12/31/96 12/31/97
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Alabama National BanCorporation $ 100.00 $ 87.50 $ 137.30 $ 184.01 $ 279.27
NASDAQ Total Return Index 100.00 101.54 143.60 176.62 216.74
ANB Peer Group 100.00 99.83 145.45 197.32 316.17
</TABLE>
14
<PAGE>
The Companies included in the ANB Peer Group are as follows:
<TABLE>
<S> <C>
ABC BanCorp North Fork BanCorporation of New York, Inc.
Bank Granite Corporation of N.C. Peoples Holding Company
Capital City Bancgroup, Inc. Piedmont BanCorporation, Inc.
Carolina First Corporation Premier Bankshares Corp.(1)
Century South Banks, Inc. Republic Bancshares, Inc.
First United Bancshares, Inc. Sea Coast Banking Corporation of Florida
Horizon BanCorporation, Inc. Simmons 1st National Corporation
Independent Bancorp Sterling BanCorporation
Jefferson BanCorporation, Inc.(1) Sterling Bancshares, Inc.
LSB Bancshares of North Carolina WesBanco, Inc.
Leader Financial Corporation(1)
</TABLE>
- -----------------------
(1) These entities were acquired by other entities during 1997; the performance
graph above includes the effect of these three entities through the dates
of their respective acquisitions.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
NBC's main office is occupied under a lease with an affiliated party,
Woodward Properties, of which (i) the Estate of 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.
On January 15, 1998, Sexton's Inc., a corporation of which Mr. Sexton is
the Chairman and a shareholder, purchased a parcel of real estate located in
Decatur, Alabama, from First American Bank for a purchase price of $144,000. The
transaction was entered into pursuant to a change of control provision in the
lease agreement by which Sexton's Inc. leased this property from First American
Bank. Pursuant to the terms of purchase, the purchase price was determined by an
independent appraiser based on the fair market value of the property on the date
of purchase.
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 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.
15
<PAGE>
PROPOSAL TO AMEND ANB'S CERTIFICATE OF INCORPORATION
TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
The Board of Directors has approved and recommends to the Stockholders that
they consider and approve the proposed amendment of ANB's Certificate of
Incorporation to increase the number of authorized shares from 10,100,000 to
17,600,000 shares, of which 17,500,000 shares will be common stock, $1.00 par
value ("Common Stock"), and 100,000 shares will be preferred stock, $1.00 par
value ("Preferred Stock"). The effect of the proposed amendment is to increase
the authorized shares of Common Stock from 10,000,000 to 17,500,000. If the
proposed amendment is approved by the Stockholders, paragraph A of Article
Fourth of ANB's Certificate of Incorporation, as amended, would read in its
entirety as follows:
"A. The total number of shares of stock which the corporation shall
have authority to issue is 17,600,000, consisting of (i) 17,500,000
shares of common stock, par value $1.00 per share ("Common Stock"),
and (ii) 100,000 shares of preferred stock, par value $1.00 per share
("Preferred Stock")."
Pursuant to Delaware corporate law, the Board of Directors is authorized to
issue from time to time any and all authorized and unissued shares of Common
Stock for any proper corporate purpose without prior stockholder approval,
except as may be required for a particular transaction by such law, ANB's
Certificate of Incorporation, or by the rules of the NASDAQ Stock Market, or any
other stock exchange on which ANB's securities may then be listed.
As of March 6, 1998, there were 8,648,120 shares of Common Stock
outstanding. An aggregate of 811,669 shares of Common Stock are reserved for
issuance upon exercise of options and awards granted or to be granted under
ANB's employee benefit plans.
The Board of Directors believes that the proposed increase in the number of
authorized shares of Common Stock is in the best interests of ANB and its
Stockholders. The proposed increase in the number of authorized shares of
Common Stock will give ANB greater flexibility by allowing shares of Common
Stock to be issued by the Board of Directors without the delay and expense of a
special meeting of Stockholders. For example, if the opportunity arises, the
Board of Directors may deem it appropriate to make either a private or public
offering of ANB's Common Stock in order to facilitate possible future mergers or
acquisitions. The current amount of authorized but unissued shares of Common
Stock could limit the timing of any such future proposed acquisitions or
mergers, if ANB were required to hold a special meeting of its Stockholders to
facilitate the issuance of additional shares of Common Stock in such a
transaction.
On March 5, 1998, ANB announced that it had entered into a definitive
agreement (the "Public Merger Agreement") with Public Bank Corporation of St.
Cloud, Florida ("Public"). Pursuant to the Public Merger Agreement, Public will
be merged with and into ANB (the "Public Merger"), and the shareholders of
Public would receive, in the aggregate, 550,000 shares of ANB Common Stock in
exchange for their shares of Public common stock. If the Public Merger is
consummated, subject to certain conditions of closing outlined in the Public
Merger Agreement, the current amount of authorized but unissued shares of ANB
Common Stock available for future issuance will be substantially reduced.
16
<PAGE>
Stockholders do not now have preemptive rights to subscribe for or purchase
additional shares of Common Stock and the Stockholders will have no preemptive
rights to subscribe for or purchase any of the additional shares authorized by
the proposed amendment.
Possible Effects of the Proposal - Anti-Takeover Considerations
If the proposed amendment is adopted, the authority of the Board of
Directors to issue the newly authorized but unissued shares of Common Stock
might be considered as having the effect of discouraging an attempt by another
person or entity to effect a takeover or otherwise gain control of ANB, because
the issuance of additional shares of Common Stock would dilute the voting power
of the Common Stock then outstanding.
ANB is presently authorized to issue 100,000 shares of Preferred Stock,
$1.00 par value per share. No shares of the Preferred Stock have been issued,
and ANB has no present intention to issue any such shares. The Board of
Directors has the authority, without action by the Stockholders, to create one
or more series of Preferred Stock and determine the number of shares,
designation, price, sinking fund terms, conversion, and voting rights with
respect to any such series. The issuance of any such series of Preferred Stock
could be used to render more difficult an unfriendly tender offer, proxy
contest, merger, or other change in control of ANB.
The authority of the Board of Directors to issue additional shares of
Common Stock or shares of Preferred Stock could be used by the Board of
Directors in a manner calculated to prevent the removal of management and make
more difficult or discourage a change in control of ANB.
ANB is not aware of any efforts to accumulate ANB's securities or to obtain
control of ANB, and ANB has no present intention or agreement to issue any
additional shares of Common Stock, other than the shares to be issued in the
proposed Public Merger, and shares which may be issued from time to time
pursuant to employee benefit plans and outstanding options. Furthermore, the
proposal to increase the number of authorized shares of Common Stock is not part
of any plan by ANB to adopt a series of anti-takeover measures, and ANB has no
present intention of soliciting a Stockholder vote on any such measures or
series of measures.
Vote Required to Amend the Certificate of Incorporation.
An affirmative vote by the holders of a majority of the outstanding shares
of Common Stock entitled to vote at the Annual Meeting is required to adopt the
proposal to increase the number of authorized shares of capital stock. As a
result, any shares not voted (whether by abstention, broker non-vote or
otherwise) will have the same effect as a vote against the proposal.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" THE
PROPOSED AMENDMENT TO THE CERTIFICATE OF INCORPORATION.
INDEPENDENT ACCOUNTANTS
At the recommendation of the Audit Committee, the Board of Directors
approved the engagement of Coopers & Lybrand L.L.P. as ANB's independent
auditors for the year ending December 31, 1998.
17
<PAGE>
Representatives of Coopers & Lybrand L.L.P. will be present at the Annual
Meeting with the opportunity to make a statement if they so desire and will be
available to answer questions of Stockholders.
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.
DEADLINE FOR SHAREHOLDER PROPOSALS
If any Stockholder wishes to present a proposal for action at the 1999
Annual Meeting of the Stockholders, the Stockholder must comply with applicable
SEC regulations, including adequate notice to ANB. Any proposal must be
submitted in writing not later than December 24, 1998 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 1997 ANNUAL REPORT TO STOCKHOLDERS WHICH INCLUDES ANB'S ANNUAL
REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1997, 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: KIMBERLY MOORE, 1927 FIRST AVENUE NORTH,
BIRMINGHAM, ALABAMA 35203.
18
<PAGE>
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 23, 1998, 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 13 directors to serve on the ANB Board of Directors until the next
annual meeting and until 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.
Dan M. David; T. Morris Hackney; John H. Holcomb, III; John D. Johns; John J.
McMahon, Jr.; C. Phillip McWane; William D. Montgomery; Drayton Nabers, Jr.; C.
Lloyd Nix; Victor E. Nichol, Jr.; G. Ruffner Page, Jr.; William E. Sexton; and
W. Stancil Starnes.
2. To amend Certificate of Incorporation to increase the number of authorized
shares of common stock.
[___] FOR
[___] AGAINST
[___] ABSTAIN
3. [___] 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>
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, 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:______________________________, 1998.
___________________________________________
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.
