SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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 (Amendment No. )
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 Commission Only (as permitted
[_] Definitive Additional Materials by Rule 14a-6(e)(2))
[_] Soliciting Material Pursuant to
Rule 14a-11(c) or Rule 14a-12
AmTrust Capital Corp.
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(Name of Registrant as Specified In Its Charter)
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(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.
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1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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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):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
[_] Fee paid previously with preliminary materials:
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[_] 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:
(SC14A-07/98)
<PAGE>
September 18, 1998
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 19, 1998 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 1998
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 one director 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 19, 1998
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 19, 1998.
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 one director of the Company; and
2. The ratification of the appointment of Olive LLP as the auditors of
the Company for the fiscal year ending June 30, 1999;
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 14, 1998
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 18, 1998
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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.
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<PAGE>
PROXY STATEMENT
AmTrust
CAPITAL CORP.
20 West Fifth Street
Peru, Indiana 46970
(765) 472-1991
ANNUAL MEETING OF STOCKHOLDERS
October 19, 1998
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 19, 1998, 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 18, 1998.
At the Meeting, stockholders of the Company are being asked to consider and
vote upon the election of one director and the appointment of Olive LLP 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 Olive LLP 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 14, 1998
will be entitled to one vote for each share of Common Stock then held. As of
that date, the Company had 497,454 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) 9.33%
20 West Fifth Street
Peru, Indiana 46970
Rahmi Soyugenc 29,802 5.99
119 LaDonna Boulevard
Evansville, IN 47711 (2)
Jeffrey L. Gendell 52,101 10.47
Tontine Partners, L.P.
31 West 52nd Street, 17th Floor
New York, N.Y. 10019 (3)
Directors and executive officers of the Company and the Bank,
as a group (6 persons) 34,719(4) 6.98
</TABLE>
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(1) The amount reported represents shares held by the Employee Stock
Ownership Plan ("ESOP"), 18,811 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 amended Schedule 13D dated October 9, 1997.
(4) Amount includes shares held directly, as well as shares held jointly
with family members, shares held in retirement accounts, 2,278 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 DIRECTOR
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 Stock
Term Beneficially Percent
Director to Owned at of
Name Age Position(s) Held Since(1) Expire September 14,1998(2) Class
- ----------------------- --- ----------------------- ---------- ------ --------------------- ------
NOMINEE
<S> <C> <C> <C> <C> <C>
Thomas A. Kirk 57 Director 1982 2001 5,838 1.17%
DIRECTORS CONTINUING IN OFFICE
Kenneth L. Hasselkus 67 Chairman of the Board 1979 2000 6,624 1.33
Bruce M. Borst 48 President, Chief 1990 2000 12,898 2.60
Executive Officer and
Director
Dean H. Hartley 54 Director 1975 1999 4,981 1.00
Roderic E. Daniels 71 Director 1982 1999 4,378 0.88
</TABLE>
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(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 five meetings during the year ended June 30, 1998.
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.
3
<PAGE>
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. Directors Hasselkus, Hartley and Kirk currently comprise this
committee. The committee held one meeting during fiscal 1998.
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 1998.
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.
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 16 times during
the year ended June 30, 1998. During fiscal 1998, 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 1998 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, which was composed of Director Borst and
officers Cornish and Armstrong, met three times in fiscal 1998.
The Compliance Committee meets quarterly to review policies and procedures
of the Bank related to regulatory compliance. The committee, which was comprised
of Director Borst and officers Cornish, Rush and Michalek met three times during
fiscal 1998.
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 1998.
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 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, 1998, all directors were deferring fees
pursuant to this program.
4
<PAGE>
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 $100,000 in fiscal 1998.
<TABLE>
<CAPTION>
====================================================================================================================================
Summary Compensation Table
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Long-Term Compensation
Annual Compensation Awards
Other Annual Restricted All Other
Fiscal Salary Bonus Compensation Stock Options/ Compensation
Name and Principal Position Year ($)(1) ($) ($) Award ($) SARs (#) ($)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Bruce M. Borst, President and 1998 $83,009 $-- $ -- $ -- -- $17,954(3)
Chief Executive Officer 1997 $81,616 $-- $ -- $ -- -- $24,238(4)
1996 $77,221 $-- $ -- $60,900(2) 14,501 $16,680(5)
====================================================================================================================================
</TABLE>
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(1) Includes directors' fees of $9,173, $9,173 and $8,967 for fiscal 1998, 1997
and 1996, 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 $5,320 of life, health and disability insurance premiums paid by
the Bank as well as $5,400 compensation accrued to Mr. Borst pursuant to
his Supplemental Retirement Agreement with the Bank and the Bank's
contribution to the ESOP of $7,234 on behalf of Mr. Borst.
(4) 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.
(5) 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 $7,573 on behalf of Mr. Borst.
The following table provides information as to the value of the options
held by the Company's Chief Executive Officer on June 30, 1998, none of which
have been exercised. No stock appreciation rights were granted during fiscal
1998
<TABLE>
<CAPTION>
====================================================================================================================================
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FY-END
OPTION VALUES
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Value of
Number of Unexercised
Unexercised In-the-Money
Options at Options at
FY-End (#)(1) FY-End ($)(2)
---------------------------------------------------------------------------------
Shares
Acquired on Value
Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
Name (#) ($) (#) (#) ($) ($)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Bruce M. Borst -- $--- 5,800 8,701 $21,931 $32,901
====================================================================================================================================
</TABLE>
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(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 two installments vested on October 23, 1996 and 1997 with
the remaining installments to vest equally on October 23, 1998, 1999 and
2000.
5
<PAGE>
(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 $14.28125 per share of the Common
Stock as reported on the OTC Electronic Bulletin Board System on September
14, 1998.
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, 1998 under circumstances entitling him to severance pay as
described above, he would have been entitled to receive a lump sum cash payment
of approximately $223,000.
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 participant is Bruce M. Borst. 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 1998 and 1997 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, 1998, 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
6
<PAGE>
does not reflect benefits payable under the ESOP. At June 30, 1998, the
estimated credited years of service of Mr. Borst was 15 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> <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 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 $1.3 million at June 30, 1998,
which was 17.2% 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
7
<PAGE>
three years ended June 30, 1998. All loans to directors and officers were
performing in accordance with their terms at June 30, 1998.
PROPOSAL II - RATIFICATION OF APPOINTMENT OF AUDITORS
The Board of Directors of the Company has appointed Olive LLP, independent
accountants, to be the Company's auditors for the fiscal year ending June 30,
1999. Representatives of Olive LLP 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 OLIVE LLP AS THE COMPANY'S AUDITORS FOR THE
FISCAL YEAR ENDING JUNE 30, 1999.
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 21, 1999. Any such proposal
shall be subject to the requirements of the proxy rules adopted under the
Exchange Act. If a proposal does not meet the above requirements for inclusion
in the Company's proxy materials, but otherwise meets the Company's eligibility
requirements to be presented at the next Annual Meeting of Stockholders, the
persons named in the enclosed form of proxy and acting thereon will have the
discretion to vote on any such proposal in accordance with their best judgement
if the proposal is received at the Company's main office no later than August
29, 1999.
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 18, 1998
8
<PAGE>
REVOCABLE PROXY REVOCABLE PROXY
AmTrust
CAPITAL CORP.
ANNUAL MEETING OF STOCKHOLDERS
October 19, 1998
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 19, 1998 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 the nominee, strike a line in his
name below.
THOMAS A. KIRK
II. The ratification of the appointment of Olive, LLP as auditors for the
Company for the fiscal year ending June 30, 1999.
|_| 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.
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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.
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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:___________________, 1998 __________________________________
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.
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PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE
ENCLOSED POSTAGE-PAID ENVELOPE
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