<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant / /
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
AmTrust
- -----------------------------------------------------------------------------
(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>
AmTrust
CAPITAL CORP.
September 22, 1997
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 20, 1997 at the Company's office
located at 20 West Fifth 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
1997 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,
/S/ BRUCE M. BORST
------------------
BRUCE M. BORST
President and Chief Executive Officer
<PAGE>
AmTrust
CAPITAL CORP.
20 West Fifth Street
Peru, Indiana 46970
(765) 472-1991
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be Held on October 20, 1997
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 20, 1997.
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,
1998;
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 15, 1997
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
/s/ Bruce M. Borst
------------------
Bruce M. Borst
President and Chief Executive Officer
Peru, Indiana
September 22, 1997
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.
<PAGE>
PROXY STATEMENT
AmTrust
CAPITAL CORP.
20 West Fifth Street
Peru, Indiana 46970
(765) 472-1991
ANNUAL MEETING OF STOCKHOLDERS
October 20, 1997
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 20, 1997, 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 22, 1997.
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 15,
1997 will be entitled to one vote for each share of Common Stock then held. As
of that date, the Company had 526,479 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.
<PAGE>
<TABLE>
<CAPTION>
Shares
Beneficially Percent
Beneficial Owner Owned of Class
- ------------------------------------------------------------ ------------ --------
<S> <C> <C>
AmTrust Capital Corp. Employee Stock Ownership Plan 46,405(1) 9.48%
20 West Fifth Street
Peru, Indiana 46970
Rahmi Soyugenc 29,802 6.09
119 LaDonna Boulevard
Evansville, IN 47711 (2)
Jeffrey L. Gendell 43,001 8.79
Tontine Partners, L.P.
31 West 52nd Street, 17th Floor
New York, N.Y. 10019 (3)
Financial Institution Partners LP 28,500 5.41
1826 Jefferson Place, N.W.
Washington, D.C. 20036
Directors and executive officers of the Company and the Bank,
as a group (6 persons) 19,546(4) 3.99
- ----------------------
</TABLE>
(1) The amount reported represents shares held by the Employee Stock Ownership
Plan ("ESOP"), 13,498 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.
2
<PAGE>
<TABLE>
<CAPTION>
Shares of Common
Term Stock Beneficially Percent
Director to Owned at of
Name Age Position(s) Held Since(1) Expire September 15, 1997(2) Class
- -------------------- --- ---------------------------------- -------- ------ --------------------- ------
NOMINEES
--------
<S> <C> <C> <C> <C> <C> <C>
Kenneth L. Hasselkus 66 Chairman of the Board 1979 2000 5,000 1.02%
Bruce M. Borst 47 President, Chief Executive Officer 1990 2000 3,666 .75
and Director
DIRECTORS CONTINUING IN OFFICE
Dean H. Hartley 53 Director 1975 1999 3,125 .64
Roderic E. Daniels 70 Director 1982 1999 2,500 .51
Thomas A. Kirk 56 Director 1982 1998 3,750 .77
</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.
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.
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.
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 12 meetings during the year ended June 30, 1997.
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.
3
<PAGE>
The Company's outside directors currently comprise this committee. The committee
held one meeting during fiscal 1997.
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 1997.
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 12 times during
the year ended June 30, 1997. During fiscal 1997, 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, ALCO, Compliance and
Compensation Committees.
The Asset Classification Committee met quarterly during fiscal 1997 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 ALCO Committee which meets on an as needed basis to monitor the
Bank's interest-rate risk. The committee, currently composed of Director Borst
and officers Cornish and Armstrong, met once in fiscal 1997.
The Compliance Committee meets quarterly to review policies and
procedures of the Bank related to regulatory compliance. The committee, which
was formed in the last quarter of fiscal 1997, is currently comprised of
Director Borst and officers Cornish, Rush and Michalek, and did not meet during
fiscal 1997.
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 one time during fiscal
1997.
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 1997, 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
4
<PAGE>
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, 1997, 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 $100,000 in fiscal 1997.
<TABLE>
<CAPTION>
======================================================================================================================
Summary Compensation Table
- ----------------------------------------------------------------------------------------------------------------------
Long-Term Compensation
Annual Compensation Awards
- ----------------------------------------------------------------------------------------------------------------------
Other Annual Restricted All Other
Fiscal Salary Bonus Compensation Stock Options/ Compensation
Name and Principal Position Year ($)(1) ($) ($) Award ($) SARs (#) ($)
- --------------------------- ------ ------- ----- ------------ ---------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Bruce M. Borst, President and 1997 $81,616 $ --- $ --- $ --- --- $24,238(3)
Chief Executive Officer 1996 $77,221 $ --- $ --- $60,900(2) 14,501 $16,680(4)
1995 $78,961 $ --- $ --- $ --- --- $10,952(5)
======================================================================================================================
</TABLE>
(1) Includes directors' fees of $9,173, $8,967 and $8,715 for fiscal 1997,
1996 and 1995, respectively. Such fees were deferred pursuant to the
Director Deferred Compensation Program.
(2) The value of the 5,800 shares of Common Stock awarded to Mr. Borst in
fiscal 1996 under the Company's Recognition and Retention Plan, based
upon the average of the closing bid and asked price of $10.50 per share
of the Common Stock as reported on the Nasdaq Small-Cap Market on the
date of grant. 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 $5,361 of life, health and disability insurance premiums paid
by the Bank as well as $4,680 compensation accrued to Mr. Borst
pursuant to his Supplemental Retirement Agreement with the Bank and the
Bank's contribution to the ESOP of $14,197 on behalf of Mr. Borst.
(4) 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.
(5) 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 $3,036 on behalf of Mr. Borst.
5
<PAGE>
The following table provides information as to the value of the options
held by the Company's Chief Executive Officer on June 30, 1997, none of which
have been exercised. No stock appreciation rights were granted during fiscal
1997.
<TABLE>
<CAPTION>
===============================================================================================================
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FY-END
OPTION VALUES
- ---------------------------------------------------------------------------------------------------------------
Value of
Number of Unexercised
Unexercised In-the-Money
Options at Options at
FY-End (#)(1) FY-End ($)(2)
--------------------------------------------------------------
Shares
Acquired on Value
Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
Name (#) ($) (#) (#) ($) ($)
- -------------- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Bruce M. Borst --- $--- 2,900 11,601 $6,888 $27,552
================================================================================================================
</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 $12.875 per share of the Common
Stock as reported on the Nasdaq Small-Cap Market on September 15, 1997.
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. ss. 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, 1997 under circumstances entitling him to severance
pay as described above, he would have been entitled to receive a lump sum cash
payment of approximately $204,000.
6
<PAGE>
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 1997 and 1996 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, 1997, 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, 1997, the
estimated credited years of service of Mr. Borst was 14 years.
<TABLE>
<CAPTION>
=====================================================================================================================
PENSION PLAN TABLE
----------------------------------------------------------------------------------
Years of Credited Service
----------------------------------------------------------------------------------
High-Five Average Compensation 10 Years 15 Years 20 Years 25 Years 30 Years
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
$ 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
=================================== ================================ =============== ================================
</TABLE>
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
7
<PAGE>
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 $978,000 at June 30,
1997, which was 13.1% 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, 1997. All loans to directors and officers were
performing in accordance with their terms at June 30, 1997.
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, 1998. 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, 1998.
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 25, 1998. Any such
proposal shall be subject to the requirements of the proxy rules adopted under
the Exchange Act.
8
<PAGE>
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 22, 1997
9
<PAGE>
REVOCABLE PROXY REVOCABLE PROXY
AmTrust
CAPITAL CORP.
ANNUAL MEETING OF STOCKHOLDERS
October 20, 1997
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 20, 1997 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.
KENNETH L. HASSELKUS BRUCE M. BORST
II. The ratification of the appointment of Geo. S. Olive & Co. LLC as auditors
for the Company for the fiscal year ending June 30, 1998.
/ / 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: , 1997 ------------------------
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
