<PAGE>
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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:
[_] Preliminary Proxy Statement [_] Confidential, For Use of the
[X] Definitive Proxy Statement Commissioner Only (as
[_] Definitive Additional Materials permitted by Rule 14a-16(e)(2))
[_] Soliciting Material Under Rule 14a-12
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)(1) 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.
[_] 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>
March 29, 2000
To the Stockholders of Alabama National BanCorporation:
You are invited to attend the 2000 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 27,
2000 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 1999 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,
/s/ John H. Holcomb, III
------------------------
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 27, 2000
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 27, 2000, at National Bank of Commerce of
Birmingham, 1927 First Avenue North, Birmingham, Alabama 35203, for the
following purposes:
1. To elect 14 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 10, 2000 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, 1999 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
March 29, 2000
<PAGE>
Alabama National BanCorporation
1927 First Avenue North
Birmingham, Alabama 35203
PROXY STATEMENT
Annual Meeting of Stockholders
to be held April 27, 2000
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 27, 2000, 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 March 29, 2000.
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 10, 2000 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 10, 2000, there were 11,065,890 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 ANB
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, SunTrust Bank, Atlanta, on or before
April 26, 2000. The address for SunTrust Bank, Atlanta is Stock Transfer
Department, P. O. Box 4625, Atlanta, Georgia 30302, Attention: Bryan Echols.
<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 10, 2000 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>
<CAPTION>
AMOUNT AND NATURE OF
NAME OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP/(1)/ PERCENT OF CLASS/(1)/
------------------------ ------------------------- ----------------------
<S> <C> <C>
C. Phillip McWane/(2)(15)/ 1,071,986 9.6%
2900 Highway 280, Suite 300
Birmingham, Alabama 35223
AmSouth Bancorporation /(3)/ 784,630 7.0%
1900 5/th/ Avenue North
Birmingham, Alabama 35203
John H. Holcomb, III/(4)(15)/ 97,046 *
Victor E. Nichol, Jr./(15)/ 99,116 *
Dan M. David /(5)/ 115,658 1.0%
Richard Murray, IV /(6)/ 61,406 *
William G. Sanders, Jr. 44,440 *
T. Morris Hackney/(7)/ 12,817 *
John D. Johns/(8)/ 37,217 *
John J. McMahon, Jr./(9)(15)/ 318,170 2.9%
William D. Montgomery 35,581 *
Drayton Nabers, Jr. /(10)/ 28,717 *
C. Lloyd Nix/(11)/ 89,727 *
G. Ruffner Page, Jr./(12)(15)/ 338,139 3.0%
William E. Sexton/(13)/ 112,342 1.0
W. Stancil Starnes 41,417 *
W. Ray Barnes /(14)/ 115,703 1.0
All directors & executive officers as a
group 2,715,654 24.4%
(18 persons)
</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 11,137,785 shares of ANB Common Stock representing 11,065,890
shares outstanding as of March 10, 2000, 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 164,542 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. Does not include 14,928 shares held by
Mr. Page as custodian for the minor children of Mr. Phillip McWane, of
which Mr. McWane disclaims beneficial ownership.
(3) These shares are held by certain trusts, of which AmSouth Bank, a wholly-
owned subsidiary of AmSouth Bancorporation, is trustee.
2
<PAGE>
(4) Includes 15,888 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 (100 shares) and Frank Whitehead (15,788 shares) in
accordance with agreements made in conjunction with the merger of National
Commerce Corporation, the former parent of NBC, and Commerce Bankshares,
Inc. ("CBS") with and into ANB ("NBC Merger"). Also includes 700 shares
held by Mr. Holcomb as custodian for his three minor children and 500
shares held by Mr. Holcomb's wife. Also includes 1,373 shares held in
ANB's 401(k) Employee Capital Accumulation Plan, for which Mr. Holcomb
holds investment power.
(5) 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.
(6) Includes 1,600 shares held by Mr. Murray's wife. Also includes 3,028
shares held in ANB's 401(k) Employee Capital Accumulation Plan, for which
Mr. Murray holds investment power.
(7) Does not include 37,217 shares held by Mr. Hackney's wife, of which Mr.
Hackney disclaims beneficial ownership.
(8) 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.
(9) 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. Also
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. Does not include 96,830 shares held by Mr. McMahon's wife, of
which Mr. McMahon disclaims beneficial ownership.
(10) Includes 25,500 shares held by Mr. Nabers's wife and 3,000 held by Mr.
Nabers's daughter.
(11) Includes 35,148 shares held jointly with Dr. Nix's wife and 14,533 shares
held by Dr. Nix's wife.
(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. Also includes 1,500 shares held by Mr. Page as custodian for
his three minor children. Does not include 14,928 shares held by Mr. Page
as custodian for the minor children of Mr. Phillip McWane, of which Mr.
Page disclaims beneficial ownership. Does not include 8,000 shares held by
Mr. Page's wife, of which Mr. Page disclaims beneficial ownership.
(13) Includes 68,590 shares owned by Sexton's Inc., of which Mr. Sexton is
Chairman of the Board, 30,138 shares owned directly by Mr. Sexton's wife,
and 611 shares held by the Sexton Foundation, of which Mr. Sexton is
Chairman.
(14) Includes 3,094 shares held by Mr. Barnes's wife and 14,300 shares owned
directly by Efficiency Lodge, Inc., of which Mr. Barnes is a shareholder
and Chief Executive Officer.
(15) 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, 1,924,457 shares or 17.3% of the
outstanding shares of ANB Common Stock.
3
<PAGE>
ELECTION OF DIRECTORS
General
The Board of Directors of ANB has nominated 14 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
14 persons have been nominated to serve on the Board of Directors. The current
Board of Directors believes that a Board of Directors of 14 persons is practical
and efficient at this point in time. The Board of Directors has no current
intention to fill the vacancy 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 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 2000 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."
W. Ray Barnes, 60, has served as a director of ANB since 1998. Mr. Barnes
was appointed to fill a vacancy on ANB's Board of Directors following the
closing of the merger of Community Financial Corporation ("CFC") with and into
ANB in 1998, pursuant to the provisions of the Agreement and Plan of Merger by
which ANB acquired CFC. Mr. Barnes has served as Chairman of the Board of
Georgia State Bank since 1986. Mr. Barnes has also served as Chairman and
President of Efficiency Lodge, Inc. (hotel company) since 1993.
Dan M. David, 54, has served as a director of ANB since 1997. Mr. David
has served as Vice Chairman of ANB since 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
4
<PAGE>
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.
T. Morris Hackney, 68, has served as a director of ANB since 1995. Mr.
Hackney is Chairman of the Hackney Group, Inc. (holding company), a position he
has held since 1989. From 1975 through 1999, Mr. Hackney served as Chairman and
a director of Citation Corporation (manufacturer of durable goods). Mr. Hackney
also serves as a director of Meadowcraft, Inc.
John H. Holcomb, III, 48, 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.
John D. Johns, 48, has served as a director of ANB since 1995. Mr. Johns
is currently President and Chief Operating Officer of Protective Life
Corporation (insurance company) and has served in such capacity since 1996. Mr.
Johns also serves as a director of Protective Life Corporation and John H.
Harland Co. From 1993 until 1996, Mr. Johns was Executive Vice President and
Chief Financial Officer of Protective Life Corporation.
John J. McMahon, Jr., 57, has served as a director of ANB since 1997. Mr.
McMahon is Chairman of Ligon Industries, LLC (manufacturer of wastewater
treatment equipment and aluminum castings), a position he has held since 1998.
Mr. McMahon also serves as Chairman of the Executive Committee of McWane, Inc.
(pipe and valve manufacturing) and has served in such position since 1999. Mr.
McMahon served as Chairman of the Board of McWane, Inc. from 1995 until 1998.
Mr. McMahon also serves as a director of John H. Harland Co. and Protective Life
Corporation.
C. Phillip McWane, 42, has served as a director of ANB since 1995. Mr.
McWane has served as the Chairman of the Board of McWane, Inc. since 1999 and
served as President of McWane, Inc. from 1995 until 1998.
William D. Montgomery, 51, has served as a director of ANB since 1996.
Mr. Montgomery currently serves as Chairman of the Board of First Gulf Bank.
Mr. Montgomery is a certified public accountant in private practice. From 1974
through 1999, Mr. Montgomery was a partner with the firm of Johnson, Montgomery
and Associates, P.A.
Drayton Nabers, Jr., 59, 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. Prior to 1996, Mr. Nabers
served as Chairman, President and Chief Executive Officer of Protective Life
Corporation from 1994 to 1996. Mr. Nabers also serves as a director of Energen
Corporation.
Victor E. Nichol, Jr., 53, has served as a director of ANB since 1995. Mr.
Nichol has served as President and Chief Operating Officer of ANB since 1996.
From 1995 to 1996, Mr. Nichol served as Executive Vice President of ANB. Mr.
Nichol is currently the Executive Vice President of NBC and has served in such
position since 1994.
5
<PAGE>
C. Lloyd Nix, 63, has served as a director of ANB since 1997. Dr. Nix is
retired from the practice of dentistry. From 1965 through 1999, Dr. Nix was
engaged in the private practice of dentistry in Decatur, Alabama.
G. Ruffner Page, Jr., 40, has served as a director of ANB since 1995. Mr.
Page has served as President of McWane, Inc. since 1999, and served as Executive
Vice President of McWane, Inc. from 1994 until 1998. Mr. Page also serves as a
director of Protective Investment Company.
William E. Sexton, 68, has served as a director of ANB since 1997. Mr.
Sexton has served as Chairman of Sexton's, Inc. (dry cleaning and investments)
since 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 1997.
W. Stancil Starnes, 51, has served as a director of ANB since 1995. Mr.
Starnes is currently a senior partner in the law firm of Starnes & Atchison
where he has worked since 1975.
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 Executive
Committee did not meet during 1999.
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 2000 to recommend director nominees for the election
of such nominees at the 2000 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 ANB 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 1999.
6
<PAGE>
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, performance
share awards, stock options, other annual compensation and any combination
thereof as the Compensation Committee deems appropriate in light of the
performance of ANB. During 1999, the Compensation Committee served as the
Performance Committee pursuant to the ANB Performance Share Plan. The
Compensation Committee met three times in 1999.
During 1999, 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, Barnes, Johns, Hackney, Page
and Dr. Nix served on the Audit Committee; and Messrs. Johns, Page, Nabers,
McMahon and Starnes served on the Compensation Committee. Other than Mr.
McMahon, 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 1999.
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, and the representations of the Section 16
Insiders, ANB believes that for the period from January 1, 1999 through December
31, 1999, all Section 16 Insiders filed their Section 16(a) Forms in a timely
manner, except that Mr. Page filed one Form 4 late and Mr. Barnes filed two
Forms 4 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) the four (4) highest paid executive officers of
ANB who were serving in this capacity at the end of 1999 whose total salary and
bonus exceeded $100,000 during 1999 (collectively the "Named Executive
Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation Long Term Compensation
------------------------------------------------------------------------------------
Awards Payouts
-------------------------- -----------
Securities
Restricted Underlying
Other Annual Stock Options/ LTIP All Other
Name and Salary Bonus Compensation Award(s) SARs Payouts/(5)/ Compensation
Principal Position Year ($) ($) ($) ($) (#) ($) ($)
- -------------------------- ---- --------- --------- ------------- ------------- ----------- ------------- --------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
John H. Holcomb, III 1999 $275,000 $123,750 -0- -0- -0- $79,500 $ 12,585/(1)/
Chairman and CEO 1998 260,000 175,000 -0- -0- -0- 57,750 13,261
1997 250,000 112,500 -0- -0- -0- 49,688 13,267
Victor E. Nichol, Jr. 1999 $235,000 $ 63,450 -0- -0- -0- $26,500 $ 8,954/(1)/
President and COO 1998 230,000 65,000 -0- -0- -0- 46,200 10,438
1997 225,000 54,000 -0- -0- -0- 39,750 11,661
Dan M. David/(2)/ 1999 $163,000 $ 47,000 -0- -0- -0- $26,500 $ 10,537/(3)/
Vice Chairman 1998 155,000 45,000 -0- -0- -0- -0- 10,646
1997 151,982 37,500 -0- -0- -0- -0- 7,687
Richard Murray, IV/(4)/ 1999 $140,000 $ 70,000 -0- -0- -0- $42,400 $ 6,778/(1)/
Executive Vice President 1998 131,042 65,000 -0- -0- -0- 30,800 7514
1997 N/A N/A N/A N/A N/A N/A N/A
William G. Sanders/(4)/ 1999 $140,000 $ 70,000 -0- -0- -0- $42,400 $ 6,775/(1)/
Executive Vice President 1998 131,042 65,000 -0- -0- -0- 30,800 7,524
1997 N/A N/A N/A N/A N/A N/A N/A
</TABLE>
_____________________
(1) The amounts shown in this column for Messrs. Holcomb, Nichol, Murray and
Sanders represent ANB contributions to ANB's 401(k) retirement plan in the
amount of $2,000 each, amounts contributed and accrued under the NBC
Pension Plan (as estimated pursuant to actuarial information) totaling
$10,585 for Mr. Holcomb, $6,954 for Mr. Nichol, $ 4,778 for Mr. Murray and
$4,775 for Mr. Sanders.
(2) Mr. David became Vice Chairman of ANB upon the closing of the FAB Merger
effective November 30, 1997. 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.
(3) The amount shown in this column for Mr. David represents First American
Bank contributions of $8,297 for Mr. David to the First American Bank
401(k) Retirement Plan and $2,240 in premiums paid on a term life insurance
policy for Mr. David.
(4) Mr. Murray and Mr. Sanders each became an executive officer of ANB during
1998.
(5) 1999 Long-Term compensation is not yet determinable. The amount shown is
the best estimate available as of the date of the award. The amounts in
this column relate to performance share awards made to these executives
under the ANB Performance Share Plan. For further information, see the
"Long-Term Incentive Plans - Awards in Last Fiscal Year" table.
8
<PAGE>
Stock Options Granted
As a result of the NBC Merger in 1995, ANB assumed the Commerce Bankshares,
Inc. Long-Term Incentive Compensation Plan (the "CBS Plan"). The ANB Board of
Directors, upon recommendation of the Compensation Committee, terminated the CBS
Plan in 1996. As a result of the FAB Merger, ANB assumed certain stock option
plans of FAB which include: (i) the First American Bancorp Stock Option Plan
dated October 20, 1992, (ii) the First American Bancorp 1994 Stock Option Plan
and (iii two non-qualified Stock Option Agreements dated March 7, 1997
(collectively, the "FAB Plans"). ANB does not intend to make additional awards
under the FAB Plans. The table below represents options previously granted to
Messrs. Holcomb, Nichol, Murray and Sanders under the CBS Plan, and to Mr. David
under the FAB Plans.
Aggregated Option Exercises In Last Fiscal Year
And Fiscal Year End Option Values
<TABLE>
<CAPTION>
Number of Shares Value of Unexercised
Number of Underlying Unexercised in-the-Money Options at
Shares Options at Fiscal Fiscal
Acquired on Value Year-End(#) Year-End($)
Name Exercise Realized($)/(1)/ Exercisable/Unexercisable Exercisable/Unexercisable/(2)/
---- -------- --------------- ------------------------- ------------------------------
<S> <C> <C> <C> <C>
John H. Holcomb, III 17,609 $331,419 0/0 $ 0/0
Victor E. Nichol, Jr. 3,523 $ 66,306 0/0 $ 0/0
Dan M. David/(3)/ -0- N/A 71,896/0 $696,991/0
Richard Murray, IV 3,523 $ 66,306 0/0 $ 0/0
William G. Sanders 3,523 $ 66,306 0/0 $ 0/0
</TABLE>
__________________
(1) Based on $24.50 per share, the average sale price reported by NASDAQ on
January 14, 1999, the date of exercise for Messrs. Holcomb, Nichol, Murray
and Sanders.
(2) Based on $18.38 per share, the average sale price reported by NASDAQ on
December 31, 1999.
(3) 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>
Performance or Estimated Future Payouts under Non-Stock
Number of Other Period Until Price-Based Plans
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. 1,000 shares Four years 500 1,000 1,700
Dan M. David 1,000 shares Four years 500 1,000 1,700
Richard Murray, IV 1,600 shares Four years 800 1,600 2,720
William G. Sanders 1,600 shares Four years 800 1,600 2,720
</TABLE>
___________________________
(1) On December 17, 1998, the Compensation Committee approved the award of the
1999 Performance Share Awards under the ANB Performance Share Plan to
certain senior officers including the grants detailed above. See
"Compensation 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)/
Average Annual
Remuneration Years of Service
------------ ----------------
15 20 25 30 35
-- -- -- -- --
$125,000......... $24,375 $32,500 $40,625 $48,750 $56,875
$150,000......... $29,250 $39,000 $48,750 $58,500 $68,250
________________________
(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 of 1986 (the "Code").
The Summary Compensation Table reflects under the caption "All Other
Compensation" the amounts accrued for the benefit of Messrs. Holcomb, Nichol,
Murray and Sanders under the NBC Pension Plan. The current annual compensation
and years of service attributable to each of them are as follows:
Current Annual Compensation Credited Years of Service
--------------------------- ------------------------
John H. Holcomb, III $160,000/(1)/ 19
Victor E. Nichol, Jr. $160,000/(1)/ 6
Richard Murray, IV $160,000/(1)/ 9
William G. Sanders $160,000/(1)/ 12
__________________
(1) The maximum annual compensation for purposes of the NBC Pension Plan.
10
<PAGE>
Effective December 31, 1999, the NBC Pension was amended and restated.
Pursuant to such restatement, the pension plan was frozen such that there will
be no accrual of future benefits after December 31, 1999.
Director Compensation
Non-employee directors of ANB receive directors' fees of $6,500 per annum
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
Deferral of 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 $8,500 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 $600 for each First American Bank board meeting and $200 for
each committee meeting attended. Mr. Barnes also serves as Chairman of the
Board of Directors of Georgia State Bank and receives director's fees of $450
per month.
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, Page
and Starnes. During 1999, 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 and under the
ANB 1999 Long Term Incentive 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. The base salaries and incentive
bonuses for Messrs. Holcomb, Nichol, Murray and Sanders, 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. ANB reimburses NBC and First American
Bank, as applicable, for 20% of the base salary and bonus paid by such bank for
ANB Executive Officer salaries.
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
11
<PAGE>
operating progress of ANB. The Compensation Committee sets the total target
amount of bonuses for 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 27.5% to 45% for 1999 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
on ANB's performance according to a range fixed for the year by the Compensation
Committee relating to certain operating earnings per share goals plus the
achievement of certain other objectives. The AIP bonus relating to 1999 for the
Chief Executive Officer was determined based on ANB operating earnings during
1999.
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 toward 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 upon 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
according to 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 Period or Interim Period applicable to a Performance Share Award,
the Compensation Committee determines that the participant has met the
12
<PAGE>
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 relating to 1999 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 December 1998, the Compensation Committee established
Performance Share Awards relating to 1999 that will be paid after 4 years and
will include results for fiscal years 1999, 2000, 2001, and 2002.
1999 Long Term Incentive Plan. The ANB Stockholders approved the Alabama
National BanCorporation 1999 Long Term Incentive Plan (the "LTIP") in April
1999. The primary purpose of the LTIP is to retain employees who contribute to
ANB's success. The LTIP provides for the award of incentive and non-qualified
stock options, stock appreciation rights, restricted stock and performance
awards. Awards under the LTIP will be in addition to awards made under the
Performance Share Plan. The Board of Directors and the Compensation Committee
believe that stock based awards are very valuable in retaining highly qualified
management personnel and in providing additional motivation to management to use
their best efforts on behalf of ANB and its stockholders by providing such
employees with the opportunity to participate in the long term growth of ANB.
The Compensation Committee expects that the grant of awards under the LTIP will
become a meaningful component of ANB's long-term incentive compensation
strategy. No ANB employees were awarded option grants under the LTIP during
1999. The Compensation Committee has approved certain option grants under the
LTIP for the year 2000.
Compensation Committee:
John D. Johns, Chairman
John J. McMahon, Jr.
Drayton Nabers, Jr.
G. Ruffner Page, Jr.
W. Stancil Starnes
13
<PAGE>
Stock Performance Graph
The following graph sets forth the cumulative total stockholder return
(assuming reinvestment of dividends) to ANB's stockholders during the period
beginning December 31, 1994 and ending on December 31, 1999, compared to an
overall stock market index (NASDAQ Stock Market, U.S. Companies) and a peer
group index of 17 banks, bank holding companies and thrifts which are comparable
in asset size and market capitalization that have been selected by ANB ("ANB
Peer Group"). Horizon BanCorporation, Inc., which was included in the ANB Peer
Group in prior years, was acquired by another entity during 1998 and is
therefore no longer included in the ANB Peer Group.
[Insert Performance Graph]
<TABLE>
<CAPTION>
PERIOD ENDING
---------------------------------------------------------------------
INDEX 12/31/94 12/31/95 12/31/96 12/31/97 12/31/98 12/31/99
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Alabama National BanCorporation $ 100.00 $ 156.92 $ 210.30 $ 319.17 $ 329.79 $ 240.49
NASDAQ Total Return Index $ 100.00 $ 141.33 $ 173.89 $ 213.07 $ 300.25 $ 542.43
ANB Peer Group $ 100.00 $ 142.27 $ 188.61 $ 305.75 $ 311.05 $ 243.96
</TABLE>
14
<PAGE>
The Companies included in the ANB Peer Group are as follows:
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 Republic Bancshares, Inc.
Century South Banks, Inc. Sea Coast Banking Corporation of Florida
First United Bancshares, Inc. Simmons 1st National Corporation
Independent Bancorp Sterling BanCorporation
LSB Bancshares of North Carolina Sterling Bancshares, Inc.
WesBanco, Inc.
___________________________
Certain Relationships and Related Transactions
NBC's main office is occupied under a lease with an affiliated party,
Woodward Properties, of which (i) Mr. Ruffner Page, as Custodian of the three
minor children of Mr. Phillip McWane, (ii) Mr. Phillip McWane, (iii) Mr. McMahon
and (iv) a family partnership, of which Mr. and Mrs. McMahon have beneficial
ownership, are partners. NBC has leased 63,539 square feet at an annual rental
rate of $15.25 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 amount it can lend to the Banks' 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.
During 1999, each of Messrs. Holcomb, Nichol, Murray, Sanders, John R.
Bragg, Executive Vice President and William E. Matthews, V, Executive Vice
President and Chief Financial Officer, became indebted to ANB in connection with
individual loans in favor of ANB. The purpose of such loans was to finance the
payment of certain federal income taxes resulting from the application of the
Alternative Minimum Tax for these executive officers related to the exercise of
incentive stock options to acquire shares of ANB common stock. The executives
were subject to such tax, even though none of the underlying shares acquired
were sold. Pursuant to a separate promissory note and pledge agreement between
each of these executive officers and ANB, each dated April 15, 1999, such
executive officers pledged shares of ANB's common stock as collateral for a loan
in the original principal amounts described below. All unpaid or unforgiven
amounts on these notes are due on the earlier of April 15, 2009 or upon an event
of default as described in the individual notes. Each such note bears interest
at an annual rate equal to the London Interbank Offered Rate ("LIBOR") plus 1%.
Pursuant to the terms of the above-referenced notes, so long as such executive
officer remains
15
<PAGE>
employed by ANB, 10% of the principal amount of the applicable note shall be
forgiven by ANB as of the first ten anniversaries of such note.
<TABLE>
<CAPTION>
Aggregate of Principal and
Name of Original Principal Interest due on Note as
Executive Officer Amount of Note of December 31, 1999
<S> <C> <C>
John H. Holcomb, III $ 93,747 $ 97,785
Victor E. Nichol, Jr. $ 99,558 $103,846
John R. Bragg $107,871 $112,517
Richard Murray, IV $111,739 $116,551
William G. Sanders $109,833 $114,563
William E. Matthews, V $109,570 $114,289
</TABLE>
During 1999, John H. Holcomb, III, became indebted to ANB in connection
with a line of credit for the purpose of financing certain federal income taxes
resulting from the application of the Alternative Minimum Tax related to the
exercise of incentive stock options to acquire shares of common stock of ANB.
Mr. Holcomb was subject to such tax, even though none of the underlying shares
acquired were sold. Pursuant to a promissory note and a pledge agreement
between Mr. Holcomb and ANB, both dated April 15, 1999, Mr. Holcomb pledged
shares of ANB common stock as collateral for a line of credit with a maximum
principal amount of $83,400, which is due on April 15, 2000. The promissory
note bears interest at an annual rate of LIBOR plus 1%. The total interest and
principal due on this note as of December 31, 1999 was $65,967.
INDEPENDENT ACCOUNTANTS
At the recommendation of the Audit Committee, the Board of Directors
approved the engagement of PricewaterhouseCoopers LLP as ANB's independent
auditors for the year ending December 31, 2000.
Representatives of PricewaterhouseCoopers LLP 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.
16
<PAGE>
DEADLINE FOR SHAREHOLDER PROPOSALS
Proposals of stockholders intended to be presented at ANB's 2001 Annual
Meeting of Stockholders must be received by ANB by November 25, 2000 to be
considered for inclusion in ANB's proxy statement relating to such meeting.
A stockholder must notify ANB before February 8, 2001 of a proposal for the
2001 Annual Meeting which the stockholder intends to present other than by
inclusion in ANB's proxy material. If ANB does not receive such notice prior to
February 8, 2001, proxies solicited by the Board of Directors of ANB will confer
discretionary authority upon the proxies for the Board of Directors of ANB to
vote upon any such matter. Any proposal must be submitted in writing 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 1999 ANNUAL REPORT TO STOCKHOLDERS WHICH INCLUDES ANB'S ANNUAL
REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1999, 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.
17
<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 27, 2000, 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 14 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.
W. Ray Barnes; 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 transact such other business as may properly come before the Annual
Meeting or any adjournment thereof.
1
<PAGE>
THIS INSTRUCTION CARD IS CONTINUED ON THE RESERVE SIDE.
PLEASE SIGN ON THE RESERVE SIDE AND RETURN PROMPTLY.
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, SunTrust Bank, Atlanta, 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:______________________________, 2000
__________________________________________
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.
2
