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
[ x ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
[ ] Confidential for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
American Bancorporation
(Name of Registrant as Specified In Its Charter)
American Bancorporation
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[ x ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
AMERICAN BANCORPORATION
1025 Main Street - Suite 800
Wheeling, West Virginia 26003
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held May 15, 1996
To The Shareholders of American Bancorporation:
The Annual Meeting of Shareholders of American Bancorporation, an Ohio
Corporation (the "Company"), will be held Wednesday, May 15, 1996, at the
Hawley Building, 1025 Main Street, Suite 800, Wheeling, West Virginia, at
10:00 A.M. (E.D.S.T.) for the following purposes:
1. To fix the number of positions for director at 9, with 2 vacancies
that may be filled by the Board of Directors;
2. To elect Jay T. McCamic and Robert C. Mead directors for a three
year term.
3. To consider and act upon any other matter which may properly come
before the meeting and any postponements or adjournments thereof,
including matters which the Board of Directors did not know would
be presented at the Annual Meeting a reasonable time before this
solicitation.
The Board of Directors of the Company has fixed the close of business on
March 29, 1996 as the record date for the determination of the shareholders
entitled to receive notice of and to vote at the Meeting or any adjournment
thereof. The stock transfer books will not be closed.
All shareholders are cordially invited and urged to attend the Meeting.
PLEASE SIGN, DATE AND RETURN THE PROXY EVEN THOUGH YOU PLAN TO ATTEND THE
MEETING. Upon your arrival your proxy will be returned to you, if you desire
to revoke it or vote in person. Your attendance in person is encouraged, but
should anything prevent your attendance in person, your presence by proxy will
still allow your shares to be voted.
By Order of the Board of Directors
Brent E. Richmond, Secretary
April 10, 1996
AMERICAN BANCORPORATION PROXY STATEMENT
The Proxy Statement is furnished in connection with the solicitation of the
accompanying Proxy on behalf of the Board of Directors of American
Bancorporation (the "Company"), to be used at the Annual Meeting of
Shareholders of the Company and at all adjournments thereof, to be held at
the time and place and for the purposes set forth in the foregoing Notice of
the Meeting. A shareholder giving a proxy may revoke it at any time before it
is exercised by delivering to the Secretary of the Company, at the address
set forth in the Notice of the Meeting, a letter signed by the record holder
of the common stock indicating the proxy is revoked. All proxies will be voted
in accordance with instructions thereon. ANY PROXY UPON WHICH NO INSTRUCTION
HAS BEEN INDICATED WILL BE VOTED "FOR" THE SPECIFIC MATTERS SET FORTH IN THE
FOREGOING NOTICE OF THE MEETING AND, AT THE DISCRETION OF THE PERSONS NAMED
IN THE PROXY, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
ANNUAL MEETING. The solicitation is being made by use of the mails and the
cost thereof will be borne by the Company. In addition to the solicitation by
the use of the mails, proxies may be solicited personally by telephone or
telegraph by regular employees of the Company or its Subsidiaries without
extra remuneration. Banks, brokers, custodians, nominees and fiduciaries may
be required to forward proxies and proxy soliciting material to their
principals and in so doing, the Company will reimburse them for the expenses.
VOTING SECURITIES AND PRINCIPAL OWNERS THEREOF
As of the close of business on March 29, 1996, the record date for the
determination of shareholders entitled to notice of and to vote at the Meeting,
the Company had outstanding 1,564,837 common shares. Each of such shares
entitles the holder of record to one vote on each matter submitted to
shareholders of the Company including the election of directors. However,
under the laws of Ohio applicable to shareholders meetings, notice in writing
may be given by any shareholder to the President, a Vice President or the
Secretary of the Company, not less than 48 hours before the time fixed for
holding a meeting of shareholders for the purposes of electing directors,
that the shareholder desires that the voting at such election be cumulative,
and provided an announcement of the giving of such notice is made upon the
convening of the meeting by the Chairman or Secretary or by or on behalf of
such shareholder, then each holder of common shares shall have cumulative
voting rights in the election of directors. Under cumulative voting, each
shareholder is entitled to as many votes as are equal to the number of shares
such shareholder owns multiplied by the number of directors to be elected. The
shares thus accumulated may be voted among any number of nominees instead of
being spread ratably among as many nominees as there are vacancies to be
filled. The shareholders present in person or by proxy at any meeting for the
election of directors must represent at least one third of the outstanding
shares of the Company for that purpose.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Listed in the following table are the persons known to own beneficially more
than 5% of the voting stock of the Company and the number of shares owned by
directors and executive officers as a group. Any voting stock owned by
directors and director nominees are disclosed under Nominees, Directors and
Executive Officers.
Security Ownership of Certain Beneficial Owners and Management
Title Name and Percent
of Address of Amount of Nature of of
Class Beneficial Owner Ownership Ownership Class
A) DIRECTORS:
Common Jeremy C. McCamic 173,713 Direct 11.10
stock 56 Fourteenth St. 78,221 Indirect (1) 5.00
Wheeling, WV 26003
Common Jolyon W. McCamic 98,927 Direct 6.32
stock 56 Fourteenth St. 2,804 Indirect (1) 0.18
Wheeling, WV 26003
B) ALL DIRECTORS AND EXECUTIVE OFFICERS AS A GROUP:
(10 persons, including Jeremy C. 455,919 29.14%
McCamic & Jolyon W. McCamic)
(1) Includes, where applicable, shares owned by the spouse, children and
certain other relatives of the beneficial owner, director, nominee or officer,
as well as shares held by trusts of which the person is a trustee or in which
he has a beneficial interest. Unless otherwise indicated, the beneficial
owner has the sole voting and investment power relative to the securities.
PROPOSAL NO. 1: TO FIX THE NUMBER OF DIRECTORS AT 9
It is intended that the proxies will be voted for the election of two nominees
as indicated in Proposal No. 2, for a total of seven directors. The Company,
however, believes it is in its best interest to provide for two additional
vacancies on the Board in order to permit qualified additions to the Board of
Directors, if the need arises in the future. Under present Company Code of
Regulations, this would only be possible by holding a Special Meeting of
Shareholders, unless the authority is delegated to the Board of Directors at
this time. The Company has no present nominees for the additional
directorships. Any vacancy would be filled for a term of office only until
the next Annual or Special Meeting of Shareholders.
The affirmative vote of the holders of a majority of the shares present in
person or represented by proxy and entitled to vote at the meeting, which must
represent at least one third of the outstanding shares of the Company, is
required for the approval of the proposal.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THIS PROPOSAL.
PROPOSAL NO. 2: TO ELECT TWO NOMINEES AS DIRECTORS
It is intended that the proxies will be voted for the election of two nominees
listed in the following tabulation. Nominees Jay T. McCamic and Robert C.
Mead shall hold office for a three year term ending in 1999. Incumbent
Directors Jeremy C. McCamic and Jolyon W. McCamic hold a term of office
expiring in 1997 and Jack O. Cartner, Paul W. Donahie and John J. Malik, Jr.
hold a term of office expiring in 1998.
Any vacancies occurring in the Board of Directors, regardless of the term,
shall be filled by the Board of Directors to serve only until the next annual
or special meeting of shareholders. If any nominee shall be unable to serve,
the proxy may be voted with discretionary authority for a substitute. The
Board of Directors has no reason to believe that any nominee will become
unavailable to serve.
Shareholders may withhold authority to vote for any individual nominee by
striking through the nominees name on the proxy card. Any proxy which is not
so marked to withhold authority or struck through shall be deemed to be a vote
for such nominee. The affirmative vote of the holders of a majority of the
shares present in person or represented by proxy and entitled to vote at the
meeting, which must represent at least one third of the outstanding shares of
the Company, is required for the approval of the proposal.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THIS PROPOSAL.
NOMINEES, DIRECTORS AND EXECUTIVE OFFICERS
Certain information concerning nominees for Director, incumbent Directors,
and Executive Officers of the Company is set forth in the following table. All
Directors and Executive Officers have a term of office from one to three years
and one year, respectively. All directors have been directors for one or more
years, with the exception of nominee Jay T. McCamic. In June, 1995 the Board
of Directors appointed Jay T. McCamic to fill a vacancy, as provided by
Shareholders at the prior Annual Meeting of Shareholders. There are no family
relationships between any of the persons named, except Jeremy C. McCamic and
Jolyon W. McCamic are brothers and Jeremy C. McCamic is the father of Jay T.
McCamic. Except as otherwise indicated each of the persons has been employed
by his current employer for the preceding five years.
A.) NOMINEES FOR A THREE YEAR TERM ENDING IN 1999:
Principal Occupation Amount of Nature of Percent
Name Age Other Directorships (3) Ownership Ownership of Class
Jay T. McCamic 40 Director of Wheeling National Bank 38,856 Direct 2.36
Director since 1995 (subsidiary of the Company); partner with 428 Indirect (2)
McCamic & McCamic, a law firm with
offices in Wheeling, West Virginia
Robert C. Mead 57 Chief Operating Officer of the Company; 4,400 Direct (2)
Director since 1994 Director, President and Chief Executive
Officer of American Mortgages, Inc. since
1994 (a subsidiary of the Company); formerly
President and Chief Executive Officer of the
Buckeye Savings Bank, Bellaire, Ohio
B.) INCUMBENT DIRECTORS WITH A TERM ENDING IN 1997:
Jeremy C. McCamic 67 Chairman of the Board and Chief 173,713 Direct 11.10
Director since 1983 Executive Officer of the Company; Chairman 78,221 Indirect (1) 5.00
of the Board of Wheeling National Bank
and American Mortgages, Inc. (subsidiaries
of the Company); Senior Partner with McCamic
& McCamic, a law firm with offices in Wheeling,
West Virginia
Jolyon W. McCamic 64 Director and Vice Chairman of the Board 98,927 Direct 6.32
Director since 1988 of the Company; Vice Chairman of the 2,804 Indirect (1) (2)
Board of Wheeling National Bank and Director
of American Mortgages, Inc. (subsidiaries of
the Company); partner with McCamic &
McCamic, a law firm with offices in Wheeling,
West Virginia
C.) INCUMBENT DIRECTORS WITH A TERM ENDING IN 1998:
Jack O. Cartner 64 Director of Wheeling National Bank 25,640 Direct 1.64
Director since 1985 (a subsidiary of the Company); President
and Chief Executive Officer of Motrim, Inc.,
an equipment manufacturing firm in
Cambridge, Ohio
Paul W. Donahie 61 President of the Company; 15,604 Direct 1.00
Director since 1983 Director, President and Chief Executive 72 Indirect (1) (2)
Officer of Wheeling National Bank
and Director of American Mortgages, Inc.
(subsidiaries of the Company)
John J. Malik, Jr. 68 Director Emeritus of Wheeling National 15,753 Direct 1.01
Director since 1984 Bank (a subsidiary of the Company); Probate 451 Indirect (1) (2)
Court Judge, Belmont County, Ohio
NOMINEES, DIRECTORS AND EXECUTIVE OFFICERS - CONTINUED
D.) NON DIRECTOR EXECUTIVE OFFICERS:
Principal Occupation Amount of Nature of Percent
Name Age Other Directorships Ownership Ownership of Class
Brent E. Richmond 33 Executive Vice President, Secretary/ 2,500 Direct (2)
Treasurer and Chief Financial
Officer of the Company; Chief Financial
Officer of Wheeling National Bank (a
subsidiary of the Company)
John E. Wait 52 Director, Executive Vice President and Senior 550 Direct (2)
Lending Officer of Wheeling National Bank
since 1996 (a subsidiary of the Company); formerly
President and Chief Executive Officer of Columbus
National Bank (a former subsidiary of the Company);
prior thereto, President and Chief Executive Officer
of The Central Trust Co., Newark, Ohio
Gail D. Haun 42 President of American Bancdata 0
Corporation (a subsidiary of the Company)
<F1>
(1) Includes, where applicable, shares owned by the spouse, children and
certain other relatives of the beneficial owner, director, nominee or officer,
as well as shares held by trusts of which the person is a trustee or in which
he has a beneficial interest. Unless otherwise indicated, the beneficial
owner has the sole voting and investment power relative to the securities.
<F2>
(2) Less than one percent.
<F3>
(3) Columbus National Bank was merged into Wheeling National Bank on
March 29, 1996.
BOARD OF DIRECTORS AND ITS COMMITTEES
a) Nominating
The Board of Directors of American Bancorporation has a standing Nominating
Committee consisting of Jeremy C. McCamic and Paul W. Donahie. Members of the
Nominating committee are appointed annually by the Board of Directors. The
Nominating Committee of American Bancorporation recommends to the Board
of Directors, Nominees for election as Directors and considers performance of
incumbent Directors. The Nominating Committee held one meeting during the
period since the last Annual Meeting. The Nominating Committee will consider
Nominees recommended by shareholders on written request describing the
qualifications and business experience, sent to the attention of Brent E.
Richmond, Secretary of the Company.
b) Audit
The Board of Directors of American Bancorporation has a standing Audit
Committee consisting of Jack O. Cartner and John J. Malik, Jr. Members of the
Audit committee are appointed annually. During 1995, the Committee held one
meeting. The functions of the Committee include: recommendation to the Board
of Directors as to engagement or discharge of independent auditors, directing
and supervising investigations into matter relating to audit functions,
reviewing with independent auditors the plan and results of audit engagements,
reviewing the scope and results of the Company's internal auditing procedures,
approving each service performed by independent auditors before such services
are performed; reviewing the degree of independence of the auditors,
considering the range of audit and non-audit fees and the review of the
adequacy of the Company's system of internal accounting controls.
c) Compensation
The Board of Directors has a standing Compensation Committee consisting of
Jack O. Cartner, Paul W. Donahie, and Jeremy C. McCamic. The Committee reviews
and recommends to the Board of Directors all remuneration arrangements. The
Committee did not hold a meeting during 1995, as the full Board acted in its
place.
d) Full Board
The Board of Directors held 17 meetings during 1995. There were no
directors whose attendance was less than 75% of the total meeting held,
including meeting of Committees, during the period for which he had been
a director, except Jay T. McCamic, who attended 50% of the meetings.
The prior Annual Meeting of Shareholders was held May 17, 1995. Shares
represented in person and by proxy totalled 730,247 or 46.67% of the shares
then outstanding. The following were elected director:
Term Withheld
Nominee ending For Vote for
Jack O. Cartner 1998 724,431 5,816
Paul W. Donahie 1998 724,431 5,816
John J. Malik, Jr. 1998 724,431 5,816
Robert C. Mead 1996 724,431 5,816
EXECUTIVE COMPENSATION
a) Cash Compensation
The following table sets forth the annual compensation for the
Company's Chief Executive Officer and executive officers whose total annual
salary exceeds $100,000, as well as the total compensation paid to each
individual for the Company's two previous fiscal years:
SUMMARY COMPENSATION TABLE
Other
Annual Annual All Other
Name and Salary (1) Bonus Compensation Compensation
Principal Occupation Year $ $ $ $
Jeremy C. McCamic 1995 - - - 234,875(1)
Chairman & CEO 1994 - - - 226,431(1)
1993 - - - 210,241(1)
Paul W. Donahie 1995 150,000 45,000 4,620 -
President & CEO 1994 130,000 20,000 4,137 -
Wheeling National Bank 1993 125,000 7,500 3,750 -
John E. Wait 1995 110,000 12,320 3,277 -
President & CEO 1994 104,000 10,000 2,210 -
Columbus National Bank 1993 100,000 6,000 2,000 -
Brent E. Richmond 1995 90,000 18,000 3,000 -
Exec. Vice President, 1994 78,000 10,000 2,475 -
Secretary/Treasurer&CFO 1993 75,000 4,500 2,250 -
Robert C. Mead 1995 100,000 5,000 3,000 -
President & CEO 1994 8,333 (2) - - -
American Mortgages, Inc.1993 - - - -
(1) Includes fees for legal, consulting and administrative services rendered
by the law firm McCamic & McCamic which totalled $219,675 in 1995, $212,731 in
1994, and $202,541 in 1993. Jeremy C. McCamic is senior partner of the law
firm and Chairman and Chief Executive Officer of the Company. Includes
director fees which totalled $15,200 in 1995, $13,700 in 1994 and $7,700 in
1993.
(2) Mr. Mead was employed by American Mortgages, Inc. in December, 1994.
Stock Performance Graph
The following graph sets forth the cumulative total shareholder return
(assuming reinvestment of dividends) to the Company's shareholders during the
five year period ended December 31, 1995, as well as an overall stock
market index (Nasdaq Stock Market - U.S. Companies) and the Company's peer
group index (Nasdaq Bank Stocks):
Graph presented in chart form.
Comparison of Five Year-Cumulative Total Returns
Performance Graph for American Bancorporation
Information provided by the Center for Research in Security Prices
Produced on 03/11/96 including data to 12/29/95
CRSP Total
Returns Index for: 12/31/90 12/31/91 12/31/92 12/31/93 12/31/94 12/31/95
American Bancorporation 100.0 162.5 202.4 297.4 247.5 438.1
Nasdaq Stock Market
(US Companies) 100.0 160.5 186.9 214.5 209.7 296.5
Nasdaq Bank Stocks 100.0 164.1 238.9 272.4 271.4 404.3
SIC 6020-6029,
6710-6719 US &
Foreign
Notes:
A. Monthly index levels derived from compounded daily returns that include
all dividends.
B. The indexes are reweighted daily, using the market capitalization on the
previous trading day.
C. If the monthly interval, based on the fiscal year-end, is not a trading
day, the preceding trading day is used.
D. The index level for all series was set to $100.00 on 12/31/90.
b) Compensation Pursuant to Plans
Except as stated below, the Company does not presently have
annuities, options, pension, retirement, incentive, stock purchase, deferred
compensation or similar plans for its officers, directors or employees.
Pension Plan and Profit Sharing 401(k) Savings Plan
The Company maintains a defined benefit Pension Plan. In 1992 the Company
amended the Plan to freeze all benefit accruals and fully vest all participants
in the benefits accrued to them as of December 31, 1992.
The value of benefits under the Pension Plan are determined with reference
to a ten years certain and life annuity. Actuarially equivalent methods of
payment are also available. At December 31, 1995, the most recent valuation
date, the actuarial present value of accumulated vested benefits under the
Pension Plan was $1,476,327 and the market value of plan assets available for
the funding of such benefits was $1,078,502.
A claim was made against the Plan during 1992 by a former employee (the
"Claimant"), alleging additional benefits due him under the Plan. The
Administrator of the Plan denied the claim. The Claimant filed an appeal
which was also denied by the Administrator. Because a dispute existed over the
computation of benefits, the Plan Administrator commenced a civil action in
the United States District Court, seeking a declaratory judgment that the
determination of the Plan Administrator that additional benefits were not due
under the terms of the Plan was correct. The Claimant filed a Motion for
Summary Judgment asserting a claim for additional benefits. The District Court
granted the Claimant's Motion for Summary Judgment. The Plan Administrator
appealed this decision. Prior to the Court ruling on the appeal, all parties
agreed as to the method of computing the benefit due the claimant. The Court
found that the computation was made pursuant to the pertinent Plan provisions
and approved a joint motion by the parties to dismiss the action. As a
result, during 1995 the Plan Administrator disbursed $141,135 to the Claimant
to settle the aforementioned claim. No amount of the disbursement was
recognized in the 1995 statement of operations as the Company recorded a
reserve of $500,000 in 1994 to recognize the liability for additional benefits
due to Plan participants as determined based on the application of the Court's
decision regarding the method of computing benefits to affected Plan
participants. The 1994 funded status as per the preceding table omitted the
obligation for the additional liability pending the Court's final ruling. The
1995 funded status includes the obligation for the additional benefits due the
remaining effected Plan benefits based on the application of the Court's final
ruling. Management believes appropriate liabilities, as reflected in the 1995
funded status have been established to recognize the application of the Court's
decision and expects to incur no further expense for this situation.
As of January 1, 1993, the Company initiated a profit sharing 401(k) savings
plan. The savings plan permits eligible employees to contribute up to twenty
percent of their salary to the plan each year. The plan provides for matching
contributions of the Company equal to 50% of employee contributions up to the
first 6% of compensation. The Company may, at its discretion, make profit
sharing contributions to the plan. Plan participants are fully and immediately
vested in Company matching contributions and fully vested in Company profit
sharing contributions after 5 years of service. Company matching contributions
totalled $67,177 during 1995.
Incentive Plan
In 1993 the Company implemented an incentive compensation plan for senior
management. The primary purpose of the plan is to boost the profitability of
the Company and reward the individuals who are primarily responsible for
increasing profitability with additional compensation.
The plan calls for incentive awards to the participants of the plan if
certain targeted net income values are achieved. The incentive awards will be
linked in a formula to the participants total base salary. Awards range
from a minimum of 3% to a maximum of 30%. The plan is not a binding contract
and it may be modified by the Board of Directors at any time. Incentive
compensation for services performed during 1995 totalled $92,216.
Severance Plan
The Board of Directors of American Bancorporation have provided that in the
event that American Bancorporation or its banking subsidiaries experiences a
change in control due to a merger or acquisition, and the President and CEO of
the Company or banking subsidiaries are released from service due to said
change in control, or within a one year period from the date of said change in
control either is not provided an employment opportunity with comparable
authority and responsibility with the new company at a salary level equal to
their salary level at the time of said change in control and either elects to
terminate employment as a result thereof, the surviving institution will pay
to either or both an amount equal to twelve (12) months of their base salary
as it existed at the time of said change in control.
c) Other Compensation
The Company paid or distributed certain other personnel benefits to
Executive Officers during 1995 which in the aggregate did not exceed $25,000
or 10% of the compensation reported in the Cash Compensation table.
d) Compensation of Directors
The Company paid a total of $23,600 in directors fees during 1995.
Nonmanagement directors of the parent company receive $300 for each meeting of
the Board attended. Bank subsidiaries also compensate directors.
Columbus National Bank paid $38,600 in directors fees during 1995, including
$13,200 to persons who were directors or executive officers of American
Bancorporation. Nonmanagement directors receive fees of $200 per meeting of
the Board attended. Additionally, members of the Executive and Audit
Committees of the Board receive $100 per meeting attended. The Executive and
Audit Committees meet monthly.
Wheeling National Bank paid a total of $43,500 in directors fees during 1995,
including $11,400 to persons who were directors or executive offices of
American Bancorporation. Nonmanagement directors receive fees of $200 per
meeting of the Board attended. Additionally, members of the Executive and
Audit Committees of the Board receive $100 per meeting attended. The
Executive and Audit Committees meet monthly.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
CERTAIN BUSINESS RELATIONSHIPS
INDEBTEDNESS OF MANAGEMENT
Certain of the Officers and Directors of the Company and certain of their
associates have been and are customers of one or more of the affiliate banks
and have had transactions in excess of $60,000 outstanding during the past
fiscal year. Such transactions were made in the ordinary course of business,
on substantially the same terms, including interest rates and collateral, as
those prevailing at the time for comparable transaction with other persons and
do not involve more than normal risk of collectibility or present other
unfavorable features.
PROPOSAL NO. 3: OTHER BUSINESS OF THE MEETING
The Board of Directors is not aware of any matters to come before the
meeting other than those stated in the Proxy Statement. In the event that
other matters properly come before the meeting or any adjournment thereof,
it is intended that the persons named in the accompanying proxy and acting
thereunder will vote in accordance with their best judgement.
SHAREHOLDERS PROPOSALS
The Company intends to hold its annual meeting approximately the same date
next year. Any shareholder proposals for consideration by the Company for
inclusion in the Company's proxy statement and form of proxy must be made in
writing and received by the Company on or before February 3, 1997. All
proposals must comply with the terms of Rule 14a-8(a) of the Securities and
Exchange Act of 1934.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The Company employed the firm of KPMG Peat Marwick LLP as independent
certified public accountants to audit the financial statement of the Company
for the past fiscal year. The selection of the firm was recommended by the
Company's Audit Committee. Representatives of KPMG Peat Marwick LLP will be
present at the Meeting of Shareholders with an opportunity to make a statement,
if they desire to do so, and respond to appropriate questions.
The Company does not propose at this time to select or recommend to
shareholders the election, approval or ratification of auditors for the
current fiscal year. The Company has not selected or recommended auditors
at this time to permit its Audit Committee the discretion to make
recommendation.
Annual Report
The Annual Report to Shareholders, including financial statements for the
Company's fiscal year ended December 31, 1995, has been mailed to all
shareholders. The Annual Report is not a part of the proxy soliciting
material. Additional copies of the Annual Report are available upon written
request to the Company.
Form 10-K
THE COMPANY WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS ANNUAL REPORT ON FORM
10-K FOR THE FISCAL YEAR 1995, INCLUDING FINANCIAL STATEMENTS AND SCHEDULES
THERETO, REQUIRED TO FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, UPON
WRITTEN REQUEST TO BRENT E. RICHMOND, TREASURER, AMERICAN BANCORPORATION,
1025 MAIN STREET, SUITE 800, WHEELING, WEST VIRGINIA 26003
PROXY
AMERICAN BANCORPORATION PROXY FOR THE ANNUAL MEETING MAY 15, 1996
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Jeremy C. McCamic, Jolyon W. McCamic and Paul W. Donahie are jointly and
severally authorized, with full power of substitution, to represent and vote
all common shares of AMERICAN BANCORPORATION at the Annual Meeting of
Shareholders to be held Wednesday, May 15, 1996, at the Hawley Building, 1025
Main Street, Suite 800, Wheeling, West Virginia, at 10:00 A.M. (E.D.S.T.) and
any adjournment thereof as follows:
1. FOR AGAINST ABSTAIN To fix the number of positions for director
at 9, with 2 vacancies that may be filled
by the Board of Directors.
2. FOR WITHHOLD VOTE FOR To elect Jay T. McCamic and Robert C. Mead
directors for a three year term.
SHAREHOLDERS MAY WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE BY
STRIKING THROUGH THE NOMINEE'S NAME. ANY PROXY WHICH IS NOT MARKED TO WITHHOLD
AUTHORITY OR STRUCK THROUGH SHALL BE DEEMED TO BE A VOTE FOR SUCH NOMINEE.
3. In their discretion to consider and act upon any other matter which may
properly come before the meeting and any postponements or adjournments
thereof, including matters which the Board of Directors did not know
would be presented at the Annual Meeting a reasonable time before this
solicitation.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE PROPOSALS REFERRED TO
AND SHARES WILL BE SO VOTED UNLESS OTHERWISE INDICATED. ALL PROXIES SHALL BE
VOTED IN ACCORDANCE WITH THE INSTRUCTIONS SO INDICATED.
Address Correction Requested The undersigned hereby acknowledges receipt of
the Notice of the Annual Meeting of Shareholders
and Proxy Statement in connection with the annual
meeting and executes this Proxy.
Date , 1996
(Signature)
Date , 1996
(Signature)
Please sign exactly as name appears at left
(Executors, Administrators, Trustees, etc. should
so indicate). If shares are held in more than one
name, all registered holders should sign.
PLEASE DATE, SIGN AND MAIL AT ONCE