SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant[X]
Filed by a Party other than the Registrant[ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant toss. 240.14a-11(c) orss. 240.14a-12
ASB FINANCIAL 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)(4) and O-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule O-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:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule O-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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<PAGE>
ASB FINANCIAL CORP.
503 Chillicothe Street
Portsmouth, Ohio 45662
(740) 354-3177
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Notice is hereby given that the 2000 Annual Meeting of Shareholders of
ASB Financial Corp. ("ASB") will be held at the Best Western Motor Inn of
Portsmouth, U.S. Route 23 North, Portsmouth, Ohio 45662, on October 25, 2000, at
11:00 a.m., local time (the "Annual Meeting"), for the following purposes, all
of which are more completely set forth in the accompanying Proxy Statement:
1. To elect five directors of ASB for terms expiring in 2001;
2. To ratify the selection of Grant Thornton LLP as the auditors of ASB for
the current fiscal year; and
3. To transact such other business as may properly come before the Annual
Meeting or any adjournments thereof.
Only shareholders of ASB of record at the close of business on August
31, 2000, will be entitled to receive notice of and to vote at the Annual
Meeting and at any adjournments thereof. Whether or not you expect to attend the
Annual Meeting, we urge you to consider the accompanying Proxy Statement
carefully and to SIGN, DATE AND PROMPTLY RETURN THE ENCLOSED PROXY SO THAT YOUR
SHARES MAY BE VOTED IN ACCORDANCE WITH YOUR WISHES AND THE PRESENCE OF A QUORUM
MAY BE ASSURED. The giving of a Proxy does not affect your right to vote in
person in the event you attend the Annual Meeting.
By Order of the Board of Directors
Portsmouth, Ohio Robert M. Smith, President
September 8, 2000
<PAGE>
ASB FINANCIAL CORP.
503 Chillicothe Street
Portsmouth, Ohio 45662
(740) 354-3177
PROXY STATEMENT
PROXIES
The enclosed Proxy is being solicited by the Board of Directors of ASB
Financial Corp. ("ASB") for use at the 2000 Annual Meeting of Shareholders of
ASB to be held at the Best Western Motor Inn of Portsmouth, U.S. Route 23 North,
Portsmouth, Ohio 45662, on October 25, 2000, at 11:00 a.m., local time, and at
any adjournments thereof (the "Annual Meeting"). Without affecting any vote
previously taken, the Proxy may be revoked by a shareholder executing a later
dated proxy which is received by ASB before the Proxy is exercised or by giving
notice of revocation to ASB in writing or in open meeting before the Proxy is
exercised. Attendance at the Annual Meeting will not, of itself, revoke a Proxy.
Each properly executed Proxy received prior to the Annual Meeting and
not revoked will be voted as specified thereon or, in the absence of specific
instructions to the contrary, will be voted:
FOR the reelection of William J. Burke, Lee O. Fitch, Gerald R.
Jenkins, Louis M. Schoettle, M.D. and Robert M. Smith as
directors of ASB for terms expiring in 2001; and
FOR the ratification of the selection of Grant Thornton LLP
("Grant Thornton") as the auditors of ASB for the current fiscal
year.
Proxies may be solicited by the directors, officers and other employees
of ASB and American Savings Bank, fsb ("American"), in person or by telephone,
telegraph or mail only for use at the Annual Meeting. The Proxies will not be
used for any other meeting. The cost of soliciting Proxies will be borne by ASB.
Only shareholders of record as of the close of business on August 31,
2000 (the "Voting Record Date"), are entitled to vote at the Annual Meeting.
Each such shareholder will be entitled to cast one vote for each share owned.
ASB's records disclose that, as of the Voting Record Date, there were 1,569,558
votes entitled to be cast at the Annual Meeting.
This Proxy Statement is first being mailed to shareholders of ASB on or
about September 14, 2000.
1
<PAGE>
VOTE REQUIRED
Election of Directors
Under Ohio law and ASB's Code of Regulations (the "Regulations"), the
five nominees receiving the greatest number of votes will be elected as
directors. Shares as to which the authority to vote is withheld will not be
counted toward the election of directors or toward the election of the
individual nominees specified on the Proxy. If the accompanying Proxy is signed
and dated by the shareholder but no vote is specified thereon, the shares held
by such shareholder will be voted FOR the reelection of the five nominees.
Ratification of Selection of Auditors
The affirmative vote of the holders of a majority of the shares of ASB
represented in person or by proxy at the Annual Meeting is necessary to ratify
the selection of Grant Thornton as the auditors of ASB for the current fiscal
year. The effect of an abstention is the same as a vote against ratification. If
the accompanying Proxy is signed and dated by the shareholder but no vote is
specified thereon, the shares held by such shareholder will be voted FOR the
ratification of the selection of Grant Thornton as auditors.
VOTING SECURITIES AND OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth certain information with respect to the
only persons known to ASB to own beneficially more than five percent of the
outstanding common shares of ASB as of August 31, 2000:
<TABLE>
<CAPTION>
Amount and nature of Percent of
Name and Address Beneficial ownership Shares outstanding
<S> <C> <C>
ASB Financial Corp. Employee
Stock Ownership Plan
1201 Broadway 157,282 (1) 10.02%
Quincy, Illinois 62301
</TABLE>
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(1) Includes 64,778 unallocated shares with respect to which First Bankers
Trust, N.A., as the Trustee for the ASB Financial Corp. Employee Stock
Ownership Plan (the "ESOP"), has sole voting power. First Bankers Trust
Company, N.A. (the "ESOP Trustee"), has shared investment power over all
shares held in the ESOP Trust and sole voting power over shares held in the
ESOP Trust which have not been allocated to the accounts of ESOP
participants.
2
<PAGE>
The following table sets forth certain information with respect to the
number of common shares of ASB beneficially owned by each director of ASB and by
all directors and executive officers of ASB as a group as of August 31, 2000:
<TABLE>
<CAPTION>
Amount and nature of Percent of
Name and Address (1) Beneficial ownership (2) shares outstanding (3)
-------------------- ------------------------- ----------------------
<S> <C> <C>
William J. Burke 22,799 (4) 1.44%
Lee O. Fitch 66,157 (5) 4.20
Gerald R. Jenkins 74,284 (6) 4.63
Louis M. Schoettle, M.D. 34,843 (7) 2.21
Robert M. Smith 60,082 (8) 3.75
All directors and executive
officers of ASB
as a group (8 persons) 314,231 (9) 18.67
</TABLE>
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(1) Each of the persons listed in this table may be contacted at the address of
ASB.
(2) All shares are owned directly with sole voting or investment power unless
otherwise indicated by footnote.
(3) Assumes a total of 1,569,558 common shares outstanding, plus the number of
shares such person or group has the right to acquire within 60 days, if
any.
(4) Includes 9,427 shares which may be acquired upon the exercise of an option.
(5) Includes 2,357 shares which may be acquired upon the exercise of an option
and 33,543 shares held by the MRP as to which Mr. Fitch has shared voting
power as a Trustee of the MRP.
(6) Includes 35,259 shares which may be acquired upon the exercise of an
option, 1,543 shares owned by Mr. Jenkins' spouse and 22,400 shares as to
which Mr. Jenkins has shared voting and investment power.
(7) Includes 9,427 shares which may be acquired upon the exercise of an option
and 25,416 shares as to which Dr. Schoettle has shared voting and
investment power.
(8) Includes 34,153 shares which may be acquired upon the exercise of an
option, 3,533 shares owned by Mr. Smith's spouse and 15,517 shares as to
which Mr. Smith has shared voting and investment power.
(9) Includes 113,788 shares which may be acquired upon the exercise of options,
33,543 shares held by the MRP as to which Mr. Fitch has shared voting power
as Trustee of the MRP and 63,333 shares as to which the officers and
directors of ASB have shared voting and investment power.
3
<PAGE>
BOARD OF DIRECTORS
Election of Directors
Prior to the death of Victor W. Morgan, a director of ASB from 1995 to
October 1998, the Board of Directors consisted of six directors divided into two
classes. As provided by the Regulations, the Board has reduced the number of
directors to five and, pursuant to Ohio law, there is now only a single class of
directors who must be reelected annually. In accordance with Section 2.03 of the
Regulations, nominees for election as directors may be proposed only by the
directors or by a shareholder entitled to vote for directors if such shareholder
has submitted a written nomination to the Secretary of ASB by the later of the
August 15th immediately preceding the annual meeting of shareholders or the
sixtieth day before the first anniversary of the most recent annual meeting of
shareholders held for the election of directors. Each such written nomination
must state the name, age, business or residence address of the nominee, the
principal occupation or employment of the nominee, the number of common shares
of ASB owned either beneficially or of record by each such nominee and the
length of time such shares have been so owned.
Each of the directors of ASB is also a director of American. Each
nominee became a director of ASB in connection with the conversion of American
from mutual to stock form (the "Conversion") and the formation of ASB as the
holding company for American.
The Board of Directors proposes the reelection of the following persons
to serve as directors of ASB until the annual meeting of shareholders in 2001
and until their successors are duly elected and qualified or until their earlier
resignation, removal from office or death:
<TABLE>
<CAPTION>
Director
of ASB
Name Age (1) Position(s) held since
---- ------- ---------------- -----
<S> <C> <C> <C>
William J. Burke 59 Director 1995
Lee O. Fitch 84 Director 1995
Gerald R. Jenkins 65 Chairman of the Board 1995
Louis M. Schoettle, M.D. 74 Director 1995
Robert M. Smith 54 Director and President 1995
</TABLE>
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(1) As of September 15, 2000.
If any nominee is unable to stand for election, any Proxies granting
authority to vote for such nominee will be voted for such substitute as the
Board of Directors recommends.
Mr. Burke is a director, the chief executive officer and the marketing
manager of OSCO Industries, Inc., a manufacturing company which has its
principal place of business in Portsmouth, Ohio. He has been employed by OSCO
Industries, Inc., since 1977.
Mr. Fitch is a shareholder and director of the law firm of Miller, Searl
and Fitch, L.P.A. He has practiced law with Miller, Searl and Fitch since 1950.
4
<PAGE>
Mr. Jenkins retired as the President and Chief Executive Officer of ASB and
American effective January 1998. Prior to becoming President in 1983, he held
various positions at American including Secretary and Vice President.
Dr. Schoettle is a physician. He retired from active practice in 1994 after
over 35 years of practicing medicine in Portsmouth. Dr. Schoettle also owns and
operates a 1,100 acre farm.
Mr. Smith has been employed by American since 1966 and is currently the
President and Chief Executive Officer of American. In 1998, he was also named
the President of ASB. Prior positions held by Mr. Smith with American include
Secretary, Treasurer and Executive Vice President.
Meetings of Directors
The Board of Directors of ASB met ten times for regularly scheduled and
special meetings.
Each director of ASB is also a director of American. The Board of Directors
of American met twelve times for regularly scheduled and special meetings during
the fiscal year ended June 30, 2000.
Committees of Directors
The Audit Committee, Compensation Committee and Executive Committee serve
both the Board of ASB and the Board of American. The full Board of Directors of
ASB serves as a nominating committee.
The Audit Committee recommends audit firms to the full Boards of Directors
and reviews and approves the annual independent audit report. The members of the
Audit Committee are Mr. Fitch, Mr. Burke and Dr. Schoettle. The Audit Committee
met once during the fiscal year ended June 30, 2000.
The Compensation Committee is comprised of Mr. Fitch, Mr. Burke and Dr.
Schoettle. The function of the Compensation Committee is to determine
compensation for American's executive officers and to make recommendations to
the Boards of Directors regarding employee compensation matters, to administer
the ASB Financial Corp. Stock Option and Incentive Plan (the "Stock Option
Plan") and to administer the MRP. The Compensation Committee met twice during
the fiscal year ended June 30, 2000.
All directors are members of the Executive Committee. The Executive
Committee is authorized to act on behalf of the Boards of Directors between
regular meetings of the Boards. The Executive Committee met six times during the
fiscal year ended June 30, 2000.
5
<PAGE>
EXECUTIVE OFFICERS
In addition to Mr. Smith, the President of both ASB and American, the
following persons are executive officers of ASB and American and hold the
designated positions:
<TABLE>
<CAPTION>
Name Age (1) Position(s) held
<S> <C> <C>
Carlisa R. Baker 38 Treasurer of American and ASB
Mary Kathryn Fish 49 Secretary of American and ASB
Jack A. Stephenson 48 Vice President/Lending of American
</TABLE>
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(1) As of September 15, 2000.
Ms. Baker has been employed by American since 1979. In 1993, she was
promoted to her present position as Treasurer. In that capacity, she is
responsible for American's accounting department. Ms. Baker has served as the
Treasurer of ASB since November 1995.
Ms. Fish has been employed by American since 1984. She is responsible for
American's deposit activities. She has also served as American's corporate
Secretary since 1993 and ASB's corporate Secretary since January 1995.
Mr. Stephenson has been employed by American since 1987. Since 1988 he has
served as American's Vice President responsible for lending activities.
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
Executive Compensation
The following table sets forth the compensation paid to Robert M.
Smith, the President of ASB and American, for the fiscal years ended June 30,
2000, 1999 and 1998. No other executive officer of ASB earned salary and bonus
in excess of $100,000 during such periods.
<TABLE>
<CAPTION>
Summary Compensation Table
--------------------------
----------------------------------------------------------------------------------------------
Annual compensation Long term compensation All other
compensation (1)
----------------------------------------------------------------------------------------------
Awards
--------------------------------
Name and principal Year Salary ($) Bonus ($) Restricted Securities
position Stock awards underlying
($) options/SARs (#)
----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Robert M. Smith 2000 $106,500 $10,000 -- -- $52,120 (2)
President 1999 $96,750 $5,000 -- -- $47,451 (3)
1998 $83,800 $3,100 -- 44,634 (4) $40,582 (5)
</TABLE>
--------------------------
(Footnotes on next page)
6
<PAGE>
(1) Does not include amounts attributable to other miscellaneous benefits
received by Mr. Smith, the cost of which was less than 10% of their annual
salary and bonus.
(2) Consists of directors' fees of $19,800 and the $32,320 aggregate value of
allocations to Mr. Smith's account under the ESOP.
(3) Consists of directors' fees of $19,500 and the $27,951 aggregate value of
allocations to Mr. Smith's account under the ESOP.
(4) Represents the number of common shares of ASB underlying options granted to
Mr. Smith pursuant to the Stock Option Plan during the fiscal year ended
June 30, 1997.
(5) Consists of directors' fees of $18,900 and the $21,692 aggregate value of
allocations to Mr. Smith's account under the ESOP. Represents an adjustment
to the number of common shares of ASB underlying options granted to Mr.
Smith during the year ended June 30, 1996. Pursuant to the terms of the
Stock Option Plan, the Board of Directors adjusted the number of shares
covered by, and the exercise price of, the options granted to Mr. Smith in
fiscal 1996 in connection with the tax free return of capital paid by ASB
in fiscal 1997.
Salary Plan
American maintains a non-qualified retirement plan (the "Salary Plan")
for the benefit of Messrs. Jenkins and Smith and a retired employee of American.
The Plan provides for continued monthly compensation to an employee, or his or
her beneficiary, for 180 months following the employee's retirement from
American at age 65, provided the employee has completed 15 consecutive years of
service to American. The Salary Plan provides for a reduced benefit if the
employee retires after age 55 and before age 65. If the employee's employment is
terminated prior to the employee attaining age 55 for any reason other than
total disability or death, the employee is not entitled to receive any benefits
under the Salary Plan. The benefit payable to Mr. Smith under the Salary Plan,
assuming his retirement at age 65, is $5,000 per month for 180 months.
Stock Option Plan
At the 1995 Annual Meeting of Shareholders of ASB, the Shareholders
approved the Stock Option Plan. Pursuant to the Stock Option Plan, 171,396
common shares were reserved for issuance by ASB upon the exercise of options to
be granted to certain directors, officers and employees of American and ASB from
time to time under the Stock Option Plan.
7
<PAGE>
The following table sets forth information regarding the number and
value of unexercised options held by Mr. Smith at June 30, 2000:
<TABLE>
<CAPTION>
Aggregated Option/SAR Exercises in Last Fiscal Year and 6/30/99 Option /SAR Values
Number of Securities Value of Unexercised In-the
Underlying Unexercised Money Options/SARs
Name Shares Acquired Value Options/SARs at 6/30/00 (#) at 6/30/00 ($)(1)
on Exercise (#) Realized ($) Exercisable/Unexercisable Exercisable/Unexercisable
--------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Robert M. Smith -0- N/A 34,153/9,427 N/A
</TABLE>
--------------------------
(1) On June 30, 2000, the fair market value of the unexercised options did not
exceed the $10.08 exercise price of the options.
Management Recognition Plan
At the 1995 Annual Meeting of the Shareholders of ASB, the shareholders
approved the MRP. With funds contributed by American, the MRP purchased 68,558
common shares, 34,963 of which were awarded to directors and executive officers
of ASB and American during the 1996 fiscal year. Unless the Compensation
Committee specifies a longer time period at the time of an award of shares,
one-fifth of such shares will be earned and non-forfeitable on each of the first
five anniversaries of the date of the award.
Employee Stock Ownership Plan
ASB established the ESOP for the benefit of employees of ASB and its
subsidiaries, including American, who are age 21 or older and who have completed
at least one year of service with ASB and its subsidiaries. The ESOP provides an
ownership interest in ASB to all full-time employees of ASB and its
subsidiaries. As of August 31, 2000, 92,504 of the 157,407 common shares of the
Company held in the ESOP Trust had been allocated to the accounts of
participants.
Director Compensation
Each director currently receives a fee of $450 per month for service as
a director of ASB and a fee of $1,200 per month for service as a director of
American. In addition, each member of American's Audit Committee receives $50
per committee meeting attended.
In December 1981 American instituted a deferred compensation benefit
plan pursuant to which the directors could defer payment of their director's
fees. Effective April 14, 1995, each of the five directors entered into
agreements with American which restated such plan, transferred all amounts
previously deferred to a trust, and provided that all future deferred amounts be
contributed to the trust. The amounts deferred will be used to purchase common
shares of ASB at various times throughout the year. Dividends on ASB shares, to
the extent permitted by law and regulations governing ASB's operations, shall be
reinvested in ASB shares. One month after a director ceases to be an active
director of American, American shall pay the director's deferred amount in a
lump sum, or at the director's option, in equal monthly payments for a period of
8
<PAGE>
not less than five nor more than ten years. The deferred amount shall be paid in
common shares of ASB unless American shall deem it prudent to convert the shares
into cash.
If a director dies while serving as a director of American, equal
monthly payments for a period of ten years will be made to the director's
beneficiary. Such death benefit payments will total the amount the director
would have received if he had retired on the day of his death.
SELECTION OF AUDITORS
The Board of Directors has selected Grant Thornton as the auditors of
ASB for the current fiscal year and recommends that the shareholders ratify the
selection. Management expects that a representative of Grant Thornton will be
present at the Annual Meeting, will have the opportunity to make a statement if
he or she so desires and will be available to respond to appropriate questions.
PROPOSALS OF SHAREHOLDERS AND OTHER MATTERS
If a qualified shareholder of ASB intends to submit a proposal to be
considered for inclusion in ASB's form of Proxy and in ASB's Proxy Statement
(the "Proxy Materials") for the 2001 Annual Meeting of Shareholders (the "2001
Annual Meeting"), such proposal must be received by ASB no later than May 12,
2001. If a shareholder intends to present a proposal at the 2001 Annual Meeting
of Shareholders and the proposal was not included in the Proxy Materials, ASB's
management proxies for the 2001 Annual Meeting will still be entitled to use
their discretionary voting authority to vote on such proposal despite the
exclusion of any discussion of the matter in the Proxy Materials if the proposal
is not received by ASB before August 4, 2001.
Management knows of no other business which may be brought before the
Annual Meeting. It is the intention of the persons named in the enclosed Proxy
to vote such Proxy in accordance with their best judgment on any other matters
which may be brought before the Annual Meeting.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. WHETHER OR NOT YOU
EXPECT TO ATTEND THE MEETING IN PERSON, YOU ARE URGED TO FILL IN, SIGN AND
RETURN THE PROXY IN THE ENCLOSED SELF-ADDRESSED ENVELOPE.
By Order of the Board of Directors
Portsmouth, Ohio Robert M. Smith, President
September 8, 2000
9
<PAGE>
REVOCABLE PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
ASB FINANCIAL CORP.
ASB FINANCIAL CORP. 2000 ANNUAL MEETING OF SHAREHOLDERS
OCTOBER 25, 2000
The undersigned shareholder of ASB Financial Corp. ("ASB") hereby
constitutes and appoints the Proxy Committee of ASB, or any single member of the
Proxy Committee, as the Proxy or Proxies of the undersigned with full power of
substitution and resubstitution, to vote at the Annual Meeting of Shareholders
of ASB to be held at the Best Western Motor Inn of Portsmouth, U.S. Route 23
North, Portsmouth, Ohio 45662, on October 25, 2000, at 11:00 a.m. Eastern
Daylight Time (the "Annual Meeting"), all of the shares of ASB which the
undersigned is entitled to vote at the Annual Meeting, or at any adjournment
thereof, on each of the following proposals, all of which are described in the
accompanying Proxy Statement:
1. The election of five directors for terms expiring in 2001:
[ ] FOR all nominees [ ] WITHHOLD authority to
listed below vote for all nominees
(except as marked to the listed below:
contrary below):
William J. Burke
Leo O. Fitch
Gerald R. Jenkins
Louis M. Schoettle, M.D.
Robert M. Smith
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below).
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2. The ratification of the selection of Grant Thornton LLP, certified public
accountants, as the auditors of ASB for the current fiscal year.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. In their discretion, upon such other business as may properly come before
the Annual Meeting or any adjournments thereof.
IMPORTANT: Please sign and date this Proxy on the reverse side.
10
<PAGE>
The Board of Directors recommends a vote "FOR" the nominees and the
proposal listed on the reverse side.
This Proxy, when properly executed, will be voted in the manner
directed herein by the undersigned shareholder. Unless otherwise specified, the
shares will be voted FOR proposals 1 and 2.
All Proxies previously given by the undersigned are hereby
revoked. Receipt of the Notice of the 2000 Annual Meeting of Shareholders of ASB
and of the accompanying Proxy Statement is hereby acknowledged.
Please sign exactly as your name appears on your Stock Certificate(s).
Executors, Administrators, Trustees, Guardians, Attorneys and Agents should give
their full titles.
---------------------------- ------------------------------
Signature Signature
Dated: _____________________ Dated: _______________________
PLEASE SIGN, DATE AND RETURN THIS PROXY PROMPTLY IN THE ENCLOSED ENVELOPE. NO
POSTAGE IS REQUIRED FOR MAILING IN THE U.S.A.
11
