AmTrust
CAPITAL CORP.
September 20, 1996
Dear Fellow Stockholder:
On behalf of the Board of Directors and management of AmTrust
Capital Corp., I cordially invite you to attend the Annual Meeting of
Stockholders. The meeting will be held at 9:00 a.m. on October 21, 1996
at the Company's office located at 20 West First Street, Peru, Indiana.
In addition to the annual stockholder vote on corporate business
items, the meeting will include management's report to you on AmTrust
Capital Corp.'s 1996 financial and operating performance.
An important aspect of the meeting process is the stockholder vote
on corporate business items. I urge you to exercise your rights as a
stockholder to vote and participate in this process. This year stockholders
are being asked to vote on the election of two directors and the ratification
of the appointment of independent auditors. The Board of Directors
unanimously recommends that you vote for each of the proposals.
I encourage you to attend the meeting in person. Whether or not
you attend the meeting, I hope that you will read the enclosed Proxy
Statement and then complete, sign and date the enclosed proxy card and
return it in the postage prepaid envelope provided. This will save AmTrust
Capital Corp. additional expense in soliciting proxies and will ensure that
your shares are represented. Please note that you may vote in person at
the meeting even if you have previously returned the proxy.
Thank you for your attention to this important matter.
Sincerely,
BRUCE M. BORST
President and Chief
Executive Officer
AmTrust
CAPITAL CORP.
20 West Fifth Street
Peru, Indiana 46970
(317) 472-1991
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be Held on October 21, 1996
Notice is hereby given that the Annual Meeting of Stockholders
(the "Meeting") of AmTrust Capital Corp. (the "Company") will be held
at the Company's office located at 20 West Fifth Street, Peru, Indiana at
9:00 a.m., Peru, Indiana time, on October 21, 1996.
A Proxy Card and a Proxy Statement for the Meeting are
enclosed.
The Meeting is for the purpose of considering and acting upon:
1. The election of two directors of the Company; and
2. The ratification of the appointment of Geo. S. Olive & Co.
LLC as the auditors of the Company for the fiscal year
ending June 30, 1997;
and such other matters as may properly come before the Meeting, or any
adjournments thereof. The Board of Directors is not aware of any other
business to come before the Meeting.
Any action may be taken on the foregoing proposals at the
Meeting on the date specified above, or on any date or dates to which the
Meeting may be adjourned. Stockholders of record at the close of business
on September 13, 1996 are the stockholders entitled to vote at the Meeting
and any adjournments thereof.
You are requested to complete and sign the enclosed form of
proxy, which is solicited on behalf of the Board of Directors, and to mail
it promptly in the enclosed envelope. The proxy will not be used if you
attend and vote at the Meeting in person.
BY ORDER OF THE BOARD OF DIRECTORS
Bruce M. Borst
President and Chief Executive Officer
Peru, Indiana
September 20, 1996
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE
OF FURTHER REQUESTS FOR PROXIES TO ENSURE A QUORUM AT THE MEETING. A
SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS
REQUIRED IF MAILED WITHIN THE UNITED STATES.
PROXY STATEMENT
AmTrust
CAPITAL CORP.
20 West Fifth Street
Peru, Indiana 46970
(317) 472-1991
ANNUAL MEETING OF STOCKHOLDERS
October 21, 1996
This Proxy Statement is furnished in connection with the
solicitation on behalf of the Board of Directors of AmTrust Capital Corp.
(the "Company"), the parent company of AmericanTrust Federal Savings
Bank ("AmericanTrust" or the "Bank"), of proxies to be used at the
Annual Meeting of Stockholders of the Company (the "Meeting") which
will be held at the Company's office located at 20 West Fifth Street, Peru,
Indiana on October 21, 1996, at 9:00 a.m., Peru, Indiana time, and all
adjournments of the Meeting. The accompanying Notice of Annual
Meeting and this Proxy Statement are first being mailed to stockholders on
or about September 20, 1996.
At the Meeting, stockholders of the Company are being asked to
consider and vote upon the election of two directors and the appointment
of Geo. S. Olive & Co. LLC as auditors for the Company.
Vote Required and Proxy Information
All shares of the Company's Common Stock, par value $.01 per
share (the "Common Stock"), represented at the Meeting by properly
executed proxies received prior to or at the Meeting, and not revoked, will
be voted at the Meeting in accordance with the instructions thereon. If no
instructions are indicated, properly executed proxies will be voted for the
director nominee and the proposals set forth in this Proxy Statement. The
Company does not know of any matters, other than as described in the
Notice of Annual Meeting, that are to come before the Meeting. If any
other matters are properly presented at the Meeting for action, the persons
named in the enclosed form of proxy and acting thereunder will have the
discretion to vote on such matters in accordance with their best judgment.
The directors shall be elected by a plurality of the votes present
in person or represented by proxy at the Meeting and entitled to vote on
the election of directors. The appointment of Geo. S. Olive & Co. LLC
as auditors requires the affirmative vote of a majority of shares present in
person or represented by proxy at the Meeting and entitled to vote on the
matter. Proxies marked to abstain with respect to a proposal have the
same effect as votes against the proposal. Broker non-votes have no effect
on the vote. One-third of the shares of the Common Stock, present in
person or represented by proxy, shall constitute a quorum for purposes of
the Meeting. Abstentions and broker non-votes are counted for purposes
of determining a quorum.
A proxy given pursuant to the solicitation may be revoked at any
time before it is voted. Proxies may be revoked by: (i) filing with the
Secretary of the Company at or before the Meeting a written notice of
revocation bearing a later date than the proxy, (ii) duly executing a
subsequent proxy relating to the same shares and delivering it to the
Secretary of the Company at or before the Meeting, or (iii) attending the
Meeting and voting in person (although attendance at the Meeting will not
in and of itself constitute revocation of a proxy). Any written notice
revoking a proxy should be delivered to Secretary, AmTrust Capital Corp.,
20 West Fifth Street, Peru, Indiana 46970.
Voting Securities and Certain Holders Thereof
Stockholders of record as of the close of business on
September 13, 1996 will be entitled to one vote for each share of Common
Stock then held. As of that date, the Company had 527,859 shares of
Common Stock issued and outstanding. The following table sets forth
information regarding share ownership of those persons or entities known
by management to beneficially own more than five percent of the Common
Stock and all directors and executive officers of the Company and the Bank
as a group.
Shares
Benefically Percent
Beneficial Owner Owned of Class
AmTrust Capital Corp. 46,405 (1) 8.8%
Employee Stock Ownership Plan
20 West Fifth Street
Peru, Indiana 46970
Rahmi Soyugenc 29,802 5.6%
119 LaDonna Boulevard
Evansville, IN 47711 (2)
Jeffrey L. Gendell 43,001 8.1%
Tontine Partners, L.P.
31 West 52nd Street, 17th Floor
New York, N.Y. 10019 (3)
Directors and executive officers of 19,753 (4) 3.7%
the Company and the Bank, as a group
(6 persons)
_______________________
(1) The amount reported represents shares held by the Employee Stock
Ownership Plan ("ESOP"), 6961 of which have been allocated to accounts
of participants. First Bankers Trust Company, N.A., Quincy, Illinois,
the trustee of the ESOP, may be deemed to beneficially own the shares
held by the ESOP which have not been allocated to accounts of
participants. Participants in the ESOP are entitled to instruct the
trustee as to the voting of shares allocated to their accounts under
the ESOP. Unallocated shares held in the ESOP's suspense account or
allocated shares for which no voting instructions are received are
voted by the trustee in the same proportion as allocated shares voted
by participants.
(2) As reported on Schedule 13D dated August 7, 1995.
(3) As reported on Schedule 13D dated September 12, 1995.
(4) Amount includes shares held directly, as well as shares held jointly
with family members, shares held in retirement accounts, 1,954 shares
allocated to the ESOP accounts of the group members, held in a fiduciary
capacity or by certain family members, with respect to which shares the
group members may be deemed to have sole voting and/or investment power.
PROPOSAL I - ELECTION OF DIRECTORS
The Company's Board of Directors is presently composed of five
members, each of whom is also a director of the Bank. Directors of the
Company are generally elected to serve for a three-year term or until their
respective successors shall have been elected and shall qualify.
Approximately one-third of the directors are elected annually.
The following table sets forth certain information regarding the
Company's Board of Directors, including their terms of office and the
nominee for election as director. It is intended that the proxies solicited on
behalf of the Board of Directors (other than proxies in which the vote is
withheld as to the nominee) will be voted at the Meeting for the election of
the nominee identified in the following table. If such nominee is unable to
serve, the shares represented by all such proxies will be voted for the
election of such substitute as the Board of Directors may recommend. At
this time, the Board of Directors knows of no reason why the nominee
might be unable to serve, if elected. Except as described herein, there are
no arrangements or understandings between any director or nominee and
any other person pursuant to which such director or nominee was selected.
<TABLE>
Shares of Common
Term Stock Beneficially Percent
Director to Owned at of
Name Age Position(s) Held Since(1) Expire September 13, 1996(2) Class
<C> <C> <C> <C> <C> <C> <C>
NOMINEES
Dean H. Hartley 52 Director 1975 1999 3,125 .59%
Roderic E. Daniels 69 Director 1982 1999 2,500 .47
DIRECTORS CONTINUING IN OFFICE
Kenneth L. Hasselkus 65 Chairman of the Board 1979 1997 5,000 .95
Bruce M. Borst 46 President, Chief Executive 1990 1997 3,666 .69
Officer and Director
Thomas A. Kirk 55 Director 1982 1998 3,750 .71
</TABLE>
__________________________
1. Includes service as a director of the Bank.
2. Includes shares held directly, as well as, shares held in retirement
accounts, shares allocated to the ESOP accounts of certain of the named
persons, held by certain members of the named individuals' families, or
held by trusts of which the named individual is a trustee or
substantial beneficiary, with respect to which shares the named
individuals may be deemed to have sole voting and/or investment power.
The business experience of each director and director nominee is
set forth below. All directors have held their present positions for at least
the past five years, except as otherwise indicated.
Dean H. Hartley. Since 1966, Mr. Hartley has owned and
operated a farm located in Cass County, Indiana.
Roderic E. Daniels. From 1975 to his retirement in January
1991, Mr. Daniels was Plant Manager of CR Metals, a high alloy foundry
located in Peru, Indiana.
Kenneth L. Hasselkus. Mr. Hasselkus is currently retired.
From 1971 to his retirement in 1991, Mr. Hasselkus was employed as
Chief Engineer of Motion Control, Inc., an industrial friction industry
company located in Logansport, Indiana.
Bruce M. Borst. Mr. Borst is President and Chief Executive
Officer of the Company and AmericanTrust. He has held these positions
with the Company since its formation in November 1994 and with the Bank
since 1990. Mr. Borst jointed the Bank in 1983 as Controller. Mr. Borst
also serves as President of Indiana Financial Service Corporation, the
wholly owned subsidiary of AmericanTrust, a position he has held since
1992.
Thomas A. Kirk. Mr. Kirk has been a certified public accountant
in Peru, Indiana since 1979.
Board of Directors' Meetings and Committees
Board and Committee Meetings of the Company. Meetings of the
Company's Board of Directors are generally held on a quarterly basis.
The Board of Directors of the Company held 6 meetings during the year
ended June 30, 1996. No incumbent director attended fewer than 75% of
the total number of meetings held by the Board of Directors and by all
committees of the Board of Directors on which he served during the year.
The Board of Directors of the Company has standing audit,
compensation and nominating committees.
The Audit Committee reviews audit reports and related matters
to ensure effective compliance with regulations and internal policies and
procedures. This committee also acts on the recommendation by
management of an accounting firm to perform the Company's annual audit
and acts as a liaison between the auditors and the Board. The Company's
outside directors currently comprise this committee. The committee held
one meeting during fiscal 1996.
The Compensation Committee establishes the Company's
compensation policies and reviews compensation matters. The current
members of this Committee are Directors Hasselkus, Hartley, Kirk and
Daniels. The committee held one meeting during fiscal 1996.
The Nominating Committee meets annually in order to nominate
candidates for membership on the Board of Directors. This committee is
comprised of the entire Board of Directors. While the Board of Directors
will consider nominees recommended by stockholders, the Committee has
not actively solicited such nominations. Pursuant to the Company's
Bylaws, nominations by stockholders must be delivered in writing to the
Secretary of the Company at least 30 days before the date of the Meeting.
Board and Committee Meetings of the Bank. The Bank's Board
of Directors meets monthly and may have additional special meetings upon
the request of the Chairman or at least three Directors. The Board of
Directors met 6 times during the year ended June 30, 1996. During fiscal
1996, no director of the Bank attended fewer than 75% of the aggregate of
the total number of Board meetings and the total number of meetings held
by the committees of the Board of Directors on which he served.
The Bank has standing Asset Classification and Compensation
Committees.
The Asset Classification Committee met quarterly during fiscal
1996 to review the classification of assets held by the Bank and to make
recommendations as to the adequacy of the Bank's general valuation
allowance. Members of the committee are Directors Borst, Daniels, and
Hasselkus.
The Bank's Compensation Committee reviews and makes
recommendations to the Board of Directors for compensation issues. This
committee, currently comprised of Directors Borst, Daniels and Hartley,
met once during fiscal 1996.
The Bank's Board of Directors does not maintain an audit or
nominating committee. The Board of Directors meets annually in order to
nominate candidates for membership on the Board of Directors.
Director Compensation
The Board of Directors of the Company are not paid for their
service in such capacity. Compensation of the Bank's directors is
described below.
All directors of the Bank received an annual fee of $9,173 for
service on the Board of Directors. Directors do not receive any
compensation for participation on Bank committees.
In fiscal 1994, the Bank established a deferred compensation
program for the benefit of its directors. This program permits participating
directors to defer up to 100% of Board fees over a five-year period.
Pursuant to agreements entered into with participating directors, deferred
fees are placed in a tax deferred account with an independent
administrator. Upon the retirement of the director, the director (or in the
event of death, his designated beneficiary) receives a monthly cash
payment based upon the amount of fees deferred for a period of up to 120
months. In addition, the designated beneficiary of each participating
director will receive a $10,000 burial fee. In order to balance the expected
payments under the deferred compensation plan, the Bank has purchased
life insurance policies on the lives of the participating directors. Although
the insurance policies do not generate periodic payments to cover the
monthly payments owed to retiring directors, the death benefits payable on
the insurance policies have been selected to actuarially approximate the
future monthly payment obligation. At June 30, 1996, all directors were
deferring fees pursuant to this program.
Executive Compensation
The Company has not paid any compensation to its executive
officers since its formation. The Company does not presently anticipate
paying any compensation to such persons until it becomes actively involved
in the operation or acquisition of businesses other than the Bank.
The following table sets forth information concerning the
compensation paid or accrued by the Bank for services rendered by the
Bank's Chief Executive Officer. No executive officer of the Bank had
aggregate compensation (salary plus bonus) in excess of $100,000 in fiscal
1996.
<TABLE>
Summary Compensation Table
Annual Compensation Long-Term Compensation Awards
Restricted Options/ All Other
Fiscal Salary Bonus Other Stock SARs (#) Compensation
Name and Principal Position Year ($)(1) ($) ($) Awards($) ($)
<S> <C> <C> <C> <C> <C> <C> <C>
Bruce M. Borst, President 1996 $77,221 $ --- $ --- $50,750(2) 14,501 $16,680(3)
and Chief Executive Officer 1995 $78,961 $ --- $ --- --- --- 10,952
1994 $69,809 $ --- $ --- --- --- 7,255
</TABLE>
(1) Includes directors' fees of $8,967, $8,715 and $8,400 for fiscal 1996,
1995 and 1994, respectively. Such fees were deferred pursuant to the
Director Deferred Compensation Program.
(2) As of September 13, 1996, the value of the 5,800 shares of Common Stock
awarded to Mr. Borst under the Company's Recognition and Retention Plan,
based upon the average of the closing bid and asked price of $8.75 per
share of the Common Stock as reported on the Nasdaq System on such date.
Dividends paid on restricted Common Stock are deferred and held by the
Company for the account of Mr. Borst until such restrictions lapse.
(3) Includes $5,059 of life, health and disability insurance premiums paid by
the Bank as well as $4,048 compensation accrued to Mr. Borst pursuant
to his Supplemental Retirement Agreement with the Bank and the Bank's
contribution to the ESOP of $7,573 on behalf of Mr. Borst.
(4) Includes $4,759 of life, health and disability insurance premiums paid by
the Bank as well as $3,157 compensation accrued to Mr. Borst pursuant to
his Supplemental Retirement Agreement with the Bank and the Bank's
contribution to the ESOP of $3,036 on behalf of Mr. Borst.
The following table provides information regarding stock options. No
Stock Appreciation Rights ("SARs") were granted during fiscal 1996.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
Individual Grants
% of Total
Options Options Exercise
Granted Granted to or Base
(#) Employees Price Expiration
Name in Fiscal Year ($/Sh) Date
Bruce M. Borst 14,501 25.0 % $10.50 10/23/06
The following table provides information as to the value of the options
held by the Company's Chief Executive Officer on June 30, 1996, none of
which have been exercised. No stock appreciation rights were granted during
fiscal 1996.
<TABLE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FY-END
OPTION VALUES
Value of
Number of Unexercised
Unexercised In-the-Money
Options at Options at
FY-End (#)(1) FY-End ($)(2)
Shares
Acquired on Value
Exercise Realized Exercisable Unexerciseable Exercisable Unexercisable
Name (#) ($) (#) (#) ($) ($)
<S> <C> <C> <C> <C> <C> <C>
Bruce M. Borst --- $--- --- 14,501 $--- $126,884
</TABLE>
(1) Represents an option to purchase Common Stock awarded to the Company's
Chief Executive Officer. The option vests in five equal annual
installments. The first installment will vest on October 23. 1996
with the remaining installments to vest equally on October 23, 1997,
1998, 1999 and 2000.
(2) Represents the aggregate market value (market price of the Common Stock
less the exercise price) of the option granted based upon the average of
the closing bid and the asked price of $8.75 per share of the Common
Stock as reported on the Nasdaq System on September 13, 1996.
Employment Agreement
The Bank entered into an employment agreement with President
Borst. The employment agreement is designed to assist the Bank in
maintaining a stable and competent management team. The continued
success of the Bank depends to a significant degree on the skills and
competence of its officers. This agreement has been approved by the
Office of Thrift Supervision ("OTS"). The employment agreement
provides for an annual base salary in an amount not less than the
employee's current salary and an initial term of three years. The
agreement provides for extensions of one year, in addition to the
then-remaining term under the agreement, on each anniversary of the
effective date of the agreement, subject to a formal performance evaluation
performed by disinterested members of the Board of Directors of the Bank.
The agreement provides for termination upon the employee's death, for
cause or in certain events specified by OTS regulations. The employment
agreements are terminable by the employee upon 90 days' notice to the
Bank.
The employment agreement provides for continued health benefits
for the remaining term of the agreement and payment to the employee of
299% of the employee's base amount of compensation in the event there
is a "change in control" of the Bank where employment terminates
involuntarily in connection with such change in control or within 12
months thereafter. This termination payment is subject to reduction in
order to avoid certain adverse tax consequences. For the purposes of the
employment agreement, a "change in control" is defined as including any
event which would require the filing of an application for acquisition of
control or notice of change in control pursuant to 12 C.F.R. 574.3 or 4.
Such events are generally triggered prior to the acquisition or control of
10% of the Common Stock. The agreement guarantees participation in an
equitable manner in employee benefits applicable to executive personnel.
Based on his current salary, if Mr. Borst's employment had been
terminated as of June 30, 1996, under circumstances entitling him to
severance pay as described above, he would have been entitled to receive
a lump sum cash payment of approximately $175,000.
Benefit Plans
General. AmericanTrust currently provides health care benefits,
including medical, long term disability and dental, subject to certain
deductibles and copayments by employees, a retirement plan and group life
insurance to its employees.
Executive Supplemental Retirement Income Program. The Bank
maintains a supplemental retirement income program for the benefit of
certain key officers. The plan's current participants are Bruce M. Borst
and Jami L. Cornish. Pursuant to agreements entered into with
participants, vested payments made by the Bank are placed into a tax-deferred
account with an independent administrator. Upon reaching age
65, participants (or in the event of death, his or her beneficiary) shall
receive monthly cash payments for a period of 180 months of up to 75%
of the participant's final base compensation paid by the Bank. Participants
become fully vested over a seven-year period. In addition, the designated
beneficiary of each participating officer will receive a $10,000 burial fee.
The Bank has purchased life insurance policies with respect to this program
which are comparable to the policies described herein for the directors'
deferred compensation program. All expenses related to the program are
paid by the Bank.
Pension Plan. The Bank's employees are included in the
Financial Institutions Retirement Fund, a multiple employer comprehensive
pension plan (the "Pension Plan"). This noncontributory defined benefit
retirement plan covers all employees who have met minimum service
requirements. The Bank's policy is to fund the maximum amount that can
be deducted for federal tax purposes. The Bank did not make any
contributions to the Pension Plan during fiscal 1996 or 1995 as the plan
was fully funded. Benefits are based upon the average annual
compensation for the employee's five highest paid years of employment.
The following table sets forth, as of June 30, 1996, estimated
annual retirement benefits for individuals at age 65 payable in the form of
a ten-year certain and life annuity payment under the most advantageous
plan provisions for various levels of compensation and years of service.
Such payments are not subject to offsets for social security benefits. The
figures in this table are based upon the assumption that the Pension Plan
continues in its present form and does not reflect benefits payable under the
ESOP. At June 30, 1996, the estimated credited years of service of
Mr. Borst was 13 years.
PENSION PLAN TABLE
Years of Credited Service
High-Five
Average
Compensation 10 Years 15 Years 20 Years 25 Years 30 Years
$ 20,000 $ 4,000 $ 6,000 $ 8,000 $10,000 $12,000
30,000 6,000 9,000 12,000 15,000 18,000
50,000 10,000 15,000 20,000 25,000 30,000
75,000 15,000 22,500 30,000 37,500 45,000
100,000 20,000 30,000 40,000 50,000 60,000
150,000 30,000 45,000 60,000 75,000 90,000
Employee Stock Ownership Plan. Effective as of January 1,
1994, the Bank established the ESOP. The ESOP, which will invest
primarily in common stock of the Company, is designed to qualify as a
stock bonus plan under Section 401(a) of the Code and also to meet the
requirements of Section 4975(e)(7) of the Code and Section 407(d)(6) of
the Employee Retirement Income Security Act of 1974 ("ERISA"). The
ESOP was capitalized with a loan from the Company.
The Bank intends to make annual contributions to the ESOP in an
amount to be determined annually by the Board of Directors, but not less
than the amount needed to pay any currently maturing obligations under
loans made to the ESOP. These contributions would be allocated among
all eligible participants in proportion to their compensation. The Bank will
not make contributions if such contribution would cause the Bank to violate
its regulatory capital requirements. Contributions to the ESOP vest over
five years, however, employees are given credit for prior service. With
certain limitations, participants may make withdrawals from their accounts
while actively employed. The vested portion of a participant's account will
be distributed upon his termination of employment or attainment of age 65,
whichever is the last to occur.
Participating employees are entitled to instruct the trustee of the
ESOP as to how to vote the shares of common stock held in their account.
The trustee will vote unallocated shares, including shares subject to the
ESOP debt. The trustee, who has dispositive power over the shares in the
Plan, is not affiliated with the Company or the Bank.
The ESOP may be amended by the Board of Directors, except
that no amendment may be made which would reduce the interest of any
participant in the ESOP trust fund or divert any of the assets of the ESOP
trust fund to purposes other than the benefit of participants or their
beneficiaries. Contributions to the ESOP on behalf of Mr. Borst are
included in the Summary Compensation Table.
Certain Transactions
The Bank has followed a policy of granting consumer loans and
loans secured by one- to four-family real estate to officers, directors and
employees. Such loans are made in the ordinary course of business and on
the same terms and conditions as those of comparable transactions with the
general public prevailing at the time, in accordance with the Bank's
underwriting guidelines, and do not involve more than the normal risk of
collectibility or present other unfavorable features.
All loans by the Bank to its directors and executive officers are
subject to OTS regulations restricting loan and other transactions with
affiliated persons of the Bank. Federal law currently requires that all loans
to directors and executive officers be made on terms and conditions
comparable to those for similar transactions with non-affiliates. Loans to
all directors, executive officers, employees and their associates totaled
$662,000 at June 30, 1996, which was 9.2% of the Company's
stockholders' equity at that date. There were no loans outstanding to any
director, executive officer or their affiliates at preferential rates or terms
which in the aggregate exceeded $60,000 during the three years ended
June 30, 1996. All loans to directors and officers were performing in
accordance with their terms at June 30, 1996.
PROPOSAL II - RATIFICATION OF APPOINTMENT OF
AUDITORS
The Board of Directors of the Company has appointed Geo. S.
Olive & Co. LLC, independent accountants, to be the Company's auditors
for the fiscal year ending June 30, 1997. Representatives of Geo. S. Olive
& Co. LLC are expected to attend the Meeting to respond to appropriate
questions and to make a statement if they so desire.
THE BOARD OF DIRECTORS RECOMMENDS THAT
STOCKHOLDERS VOTE "FOR" THE RATIFICATION OF THE
APPOINTMENT OF GEO. S. OLIVE & CO. LLC AS THE
COMPANY'S AUDITORS FOR THE FISCAL YEAR ENDING
JUNE 30, 1997.
STOCKHOLDER PROPOSALS
In order to be eligible for inclusion in the Company's proxy
materials for the next annual meeting of stockholders, any stockholder
proposal to take action at such meeting must be received at the Company's
office located at 20 West Fifth Street, Peru, Indiana 46970, no later than
May 23, 1997. Any such proposal shall be subject to the requirements of
the proxy rules adopted under the Exchange Act.
OTHER MATTERS
The Board of Directors is not aware of any business to come
before the Meeting other than those matters described above in this Proxy
Statement. However, if any other matter should properly come before the
Meeting, it is intended that holders of the proxies will act in accordance
with their best judgment.
The cost of solicitation of proxies will be borne by the Company.
The Company will reimburse brokerage firms and other custodians,
nominees and fiduciaries for reasonable expenses incurred by them in
sending proxy materials to the beneficial owners of Common Stock. In
addition to solicitation by mail, directors, officers and regular employees
of the Company and/or the Bank may solicit proxies personally or by
telegraph or telephone without additional compensation.
Peru, Indiana
September 20, 1996
REVOCABLE PROXY REVOCABLE PROXY
AmTrust
CAPITAL CORP.
ANNUAL MEETING OF STOCKHOLDERS
October 21, 1996
The undersigned hereby appoints the Board of
Directors of AmTrust Capital Corp. (the "Company"), with
full powers of substitution, to act as attorneys and proxies
for the undersigned to vote all shares of capital stock of the
Company which the undersigned is entitled to vote at the
Annual Meeting of Stockholders (the "Meeting") to be held
at the Company's office located at 20 West Fifth Street,
Peru, Indiana, on October 21, 1996 at 9:00 a.m. and at any
and all adjournments and postponements thereof.
I. The election as directors of all nominees listed below
(except as marked to the contrary)
FOR VOTE WITHHELD
INSTRUCTION: To withhold your vote for any
individual nominee, strike a line
in that nominee's name below.
DEAN H. HARTLEY AND RODERIC E. DANIELS
II. The ratification of the appointment of Geo. S. Olive & Co.
LLC as auditors for the Company for the fiscal year ending
June 30, 1997.
FOR AGAINST ABSTAIN
In their discretion, the proxies are authorized to vote on any
other business that may properly come before the Meeting or any
adjournment or postponement thereof.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT
IF NO INSTRUCTIONS ARE SPECIFIED, THIS PROXY
WILL BE VOTED FOR EACH OF THE PROPOSALS AND
THE NOMINEE LISTED ABOVE. IF ANY OTHER
BUSINESS IS PRESENTED AT THE MEETING, THIS
PROXY WILL BE VOTED BY THOSE NAMED IN THIS
PROXY IN THEIR BEST JUDGMENT. AT THE PRESENT
TIME, THE BOARD OF DIRECTORS KNOWS OF NO
OTHER BUSINESS TO BE PRESENTED AT THE
MEETING.
The Board of Directors recommends a vote "FOR"
each of the proposals
and the election of the nominee listed above.
(Continued and to be SIGNED on Reverse Side)<PAGE>
THIS PROXY IS SOLICITED ON BEHALF
OF THE BOARD OF DIRECTORS
Should the undersigned be present and choose to vote at the Meeting
or at any adjournments or postponements thereof, and after notification to
the Secretary of the Company at the Meeting of the stockholder's decision
to terminate this proxy, then the power of such attorneys or proxies shall be
deemed terminated and of no further force and effect. This proxy may also
be revoked by filing a written notice of revocation with the Secretary of the
Company or by duly executing a proxy bearing a later date.
The undersigned acknowledges receipt from the Company, prior to the
execution of this proxy, of notice of the Meeting, a Proxy Statement and an
Annual Report to Stockholders.
Dated: , 1996
Signature of Stockholder
Signature of Stockholder
Please sign exactly as
your name(s) Appear(s)
to the left. When signing
as attorney, executor,
administrator, trustee or
guardian, please give
your full title. If shares
are held jointly, each
holder should sign.
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY
PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE<PAGE>
