UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1995
Commission File No. 0-10585
Mid Am, Inc.
(Exact Name of Registrant as Specified in its Charter)
Ohio 34-1580978
(State of Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification Number)
222 South Main Street, Bowling Green, Ohio 43402
(Address of Principal Executive Office) (Zip Code)
(419) 352-5271
(Registrant's Telephone Number)
Securities registered pursuant to Section 12 (b) of the Act:None
Securities registered pursuant to Section 12 (g) of the Act:
Common Stock, without par value
(Title of class)
$1.8125 Cumulative Convertible Preferred Stock, Series A, without
par value
(Title of class)
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by
reference in Part III of the Form 10-K. [ ]
Indicated by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15 (d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
Based on the closing sales price of March 15, 1996 the aggregate
market value of the voting stock held by nonaffiliates of the
Registrant was approximately $293,112,000.
The number of shares outstanding of the Registrant's common
stock, without par value was 18,864,288 at March 15, 1996.
DOCUMENTS INCORPORATED BY REFERENCE* WHERE INCORPORATED
Annual Report to Shareholders
for year ended December 31, 1995 Parts II and IV
Definitive Proxy Statement dated
February 29, 1996, for the Annual
Meeting of Shareholders to be held
April 17, 1996, and filed with the
Securities and Exchange Commission
on or about February 29, 1996 Part II
*As stated under various items of this report, only specified
portions of such documents are incorporated by reference herein.
INDEX
MID AM, INC. - FORM 10-K
FOR THE YEAR ENDED DECEMBER 31, 1995
10-K
Page
PART I
Item 1. Business ........................................ 3
Item 2. Properties ...................................... 22
Item 3. Legal Proceedings ............................... 23
Item 4. Submission of Matters to a Vote of Security
Holders ......................................... 23
PART II
Item 5. Market for Registrant's Common Stock and Related
Shareholder Matters ............................. 23
Item 6. Selected Financial Data ......................... 23
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations ............. 24
Item 8. Financial Statements and Supplementary Data ..... 24
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure ............. 24
PART III
Item 10. Directors and Executive Officers of Registrant .. 24
Item 11. Executive Compensation .......................... 27
Item 12. Security Ownership of Certain Beneficial Owners
and Management .................................. 27
Item 13. Certain Relationships and Related Transactions .. 27
PART IV
Item 14. Exhibits, Financial Statement Schedules and
Reports on Form 8-K ............................ 28
Signatures ............................................... 30
Exhibit Index ............................................ 32
PART I
Item 1. INFORMATION ABOUT MID AM, INC.
Mid Am, Inc. (the "Company") owns five commercial banks, with
a total of 87 banking offices located in western Ohio along the
Interstate 75 corridor and in southern Michigan. The Company also
owns four nonbank subsidiaries, a collection agency in Ohio, a
collection agency in Florida, a broker/dealer firm, and a data
processing company whose principal function is to provide data
processing and other administrative services to the Company's
banking subsidiaries. Based on total assets as of December 31,
1995, the Company was the 9th largest bank holding company in
Ohio. Operating through its five banking subsidiaries, Mid
American National Bank and Trust Company, First National Bank
Northwest Ohio, American Community Bank, N.A., AmeriFirst Bank,
N.A. and Adrian State Bank (the "Subsidiaries"), the Company
offers a wide range of lending, depository, trust, and related
financial services to individual and business customers.
The Holding Company
Mid Am Inc.'s corporate philosophy is to encourage its bank
subsidiaries to operate as locally-oriented community banks,
augmented by experienced, centralized support from the Company in
selected critical areas. This community bank orientation is
reflected in the Subsidiaries' branch banking centers, which
generally have advisory boards comprised of local business
persons, professionals and other community representatives, that
assist the banking centers in responding to local banking needs.
The Subsidiaries concentrate on customer service and business
development, while relying upon the support of the Company in
identifying operational areas that can be effectively centralized
without sacrificing the benefits of a local orientation. Primary
candidates for centralization are those functions which are not
readily visible to customers and those which are critical to risk
management. Asset quality review, data processing, loan and
deposit processing, certain mortgage banking activities,
financial reporting, internal audit, compliance and funds
management are among the functions which are managed at the
holding company level.
The Company's market area is economically diverse, with a base
of manufacturing, service industries, transportation and
agriculture, and is not dependent upon any single industry or
employer. Principal industries in the area include automotive,
defense, glass manufacturing, health care, higher education,
metal fabrication and trucking. The region benefits from a
well-developed transportation system, including airports, Lake
Erie and interstate highways. Total employment in the market area
has increased modestly in recent years, although the population
base is stable.
Mid Am Inc.'s strategic plan includes expansion and market
diversification through internal growth and acquisitions of
financial institutions and branches. The Company seeks
acquisition partners with experienced management, which have
significant market presence or have potential for improved
profitability through financial management, economies of scale
and expanded services. The Company also plans to devote
significant resources toward the growth of its fee-based income
over the next three years through internal efforts and/or through
nonbank acquisitions, such as leasing, financing and various
other types of businesses.
Currently, Mid Am, Inc. has no pending acquisitions. The
Company intends to continue to explore bank, thrift and nonbank
acquisitions.
Mid Am, Inc. is likely to seek acquisition targets within its
current market area or in areas contiguous to it. Sources of
capital to support future growth will include future stock
offerings and the Company's internally generated capital. In
addition, Mid Am, Inc. may raise capital for acquisitions through
future sales of securities in private placements or in the public
markets. The Company will continue to consider acquisition
targets that it determines would be attractive opportunities for
future growth. Mid Am Inc.'s overall assessment of potential
acquisitions will continue to emphasize managerial strengths,
quality of assets and appropriateness of markets, as well as
purchase price and overall economic and shareholder value.
The Subsidiaries
Mid Am Bank
Mid American National Bank and Trust Company ("Mid Am Bank"),
headquartered in Toledo, Ohio, is the largest of the holding
company's five bank subsidiaries and traces its corporate history
to 1952. As of December 31, 1995, Mid Am Bank had total assets of
$835 million. Mid Am Bank's loan portfolio contains a higher
proportion of commercial loans, 29 percent as of December 31,
1995, than the other Subsidiaries, primarily due to its
metropolitan market and in part as a result of participation in a
Small Business Administration ("SBA") "preferred lender" program
under which the SBA partially guarantees certain loans originated
by Mid Am Bank. Commercial lending is generally considered to
have higher credit risk than other forms of credit because of the
higher average dollar amount of individual credits and the risk
associated with potential diminution of the value of special
purpose collateral (which often serves as security on commercial
loans) in economic downturns.
The Toledo market, at the northeastern end of the Company's
service area, has experienced substantial changes in employment
composition during the past ten years, as historically large
employers have been replaced in importance by an increasing
number of smaller companies. In addition, the competition among
financial institutions in Toledo has changed significantly in the
past ten years as a result of the acquisition of the three
largest Toledo-based bank holding companies and the two largest
thrifts by holding companies headquartered outside the Toledo
area. The Company believes that these changes and the value its
customers place on long-term community-based banking
relationships have created increased opportunities for growth in
both loans and deposits in the Toledo market.
First National
First National Bank Northwest Ohio ("First National"),
headquartered in Bryan, Ohio, was founded in 1933 and had total
assets of $523 million as of December 31, 1995. First National's
lending emphasis is on residential real estate mortgage loans,
which represented approximately 38 percent of its loan portfolio
as of December 31, 1995. Management believes First National is
one of the leading mortgage originators in its four county
primary market area in northwest Ohio.
The Company's market area in northwest Ohio, served by First
National, includes the cities of Bryan and Defiance. The area's
diverse economy includes manufacturing and agriculture. In recent
years, the Company has broadened its banking efforts to include
contiguous areas in Indiana and Michigan which share similar
characteristics to the Company's primary market area.
AmeriCom
American Community Bank, N. A. ("AmeriCom") was formed as a
result of the October 31, 1992 merger between two wholly owned
subsidiaries, The Farmers Banking Company, N.A. ("Farmers Bank")
and Citizens Loan and Building Company ("Citizens"). Farmers Bank
and Citizens trace their banking operations to 1904 and 1882,
respectively. Since the merger, AmeriCom has acquired Colonial
Federal Savings Bank located in Bellefontaine, Ohio and various
branches from Home Savings of America located in Marion and
Marysville. AmeriCom had total assets of $404 million as of
December 31, 1995. AmeriCom's market area in west central Ohio
has experienced economic growth, principally due to its proximity
to Honda of America Manufacturing, Inc.'s manufacturing
facilities near Marysville, Ohio. AmeriCom's lending emphasis is
on real estate mortgage loans, which represented approximately
72 percent of its loan portfolio as of December 31, 1995.
The Company's west central Ohio market area is served by AmeriCom
which is headquartered in Lima. Historically, Lima has been
closely affiliated with automotive parts manufacturing, oil
refining and defense hardware production. While several
Lima-based manufacturers have reduced their work force over the
last decade, numerous small manufacturing and service companies
have been created in outlying communities to supplement the local
economy.
Marysville, located approximately 25 miles northwest of Columbus,
Ohio, has been among the fastest growing areas in Ohio, primarily
due to the presence of significant manufacturing and assembly
operations of Honda of America Manufacturing, Inc. As a result
of Honda's three manufacturing facilities, several outlying
communities have experienced similar growth as component
suppliers to Honda are locating in adjacent municipalities.
AmeriFirst
AmeriFirst Bank, N.A. ("AmeriFirst") was formed as a result of
the March 19, 1993 merger of Home Federal Savings Bank ("Home
Federal"), a federal savings association located in Xenia, Ohio,
which was acquired on December 31, 1992 and Apollo Savings and
Loan Company ("Apollo"), a state savings association located in
Cincinnati, Ohio. AmeriFirst had total assets of $295 million as
of December 31, 1995. During the third quarter of 1993,
Amerifirst changed from a federal savings association to a
national bank charter. AmeriFirst's lending emphasis is on real
estate, which represents approximately 87 percent of its loan
portfolio as of December 31, 1995.
AmeriFirst serves the Dayton and Cincinnati markets which
include Wright Patterson Air Force Base and numerous major
corporations. The areas economy includes automotive, defense,
manufacturing and service industries.
Adrian State Bank
Adrian State Bank ("Adrian"), a state chartered commercial
bank headquartered in Adrian, Michigan, was formed in 1893 and
had total assets of $136 million as of December 31, 1995. Adrian,
which completed its merger with the Company on February 28, 1995,
marks the beginning of the Company's expected expansion into the
southern Michigan market. Adrian's lending emphasis is on real
estate, which represents approximately 76 percent of its loan
portfolio as of December 31, 1995.
ICS and CCBS
Lucas County Credit Bureau, Inc., an Ohio corporation, d/b/a
International Credit Service ("ICS"), and its affiliate, CCB
Services, Inc. ("CCBS"), a Florida corporation, were acquired on
November 30, 1994. ICS and CCBS engage in credit card
collection, check collection and check guarantee activities.
ICS and CCBS had combined total assets of $3.4 million as of
December 31, 1995.
MFI Investments Corp.
MFI Investments ("MFI") was chartered as a broker/dealer in 1959.
The firm uses independent contractor investment representatives,
and recruits only established brokers with well developed books
of business. MFI has increased its field force by an average of
418 percent a year over the last five years to approximately 250
independent reps in 19 states. MFI brokers will begin to offer
home mortgages and CDs, and is expected to eventually expand to
offer a wide spectrum of banking services to their existing
clients. MFI also provides back office support, due diligence,
continuing education, flexibility, networking, and recognition to
its reps. MFI brokers do not offer any proprietary products, so
they are free to offer products which best suit their customer
needs.
MAISI
Mid Am Information Services, Inc. ("MAISI"), an Ohio chartered
non-banking subsidiary of the Company, was formed in 1990 for the
purpose of providing data processing services, including loan and
deposit processing, and informational services to the Company's
subsidiaries on a contract basis.
Lending Activities
Focusing on developing strong, primary banking relationships
with businesses and individuals in its market area, the Company
generally limits its lending activities within western Ohio and
southern Michigan. The Company focuses its commercial lending
efforts on small and medium-sized companies and its real estate
lending on owner-occupied one-to-four family residential
properties and intends in the future to increase its emphasis on
SBA guaranteed loans. Consistent with the Company's community
bank philosophy, the Subsidiaries independently establish
underwriting criteria and other loan origination practices. The
Company does, however, provide guidelines regarding risk
management, quality ratings, portfolio classification and loan
participation procedures to provide a measure of consistency
throughout the organization. The Company also has centralized the
loan review function to improve in loan review and grading among
the Company's Subsidiaries.
The Company's loan portfolio at December 31, 1995 was comprised
of approximately 24 percent commercial loans, 64 percent real
estate loans (including commercial real estate) and 12 percent
consumer related installment and credit card loans. Less than 10
percent of the Company's portfolio consisted of agricultural
loans or loans directly related to agricultural activities. The
Company had an insignificant amount of "highly leveraged
transactions", as defined by the banking regulators, and no
foreign loans. The Company generally does not lend outside its
overall market area and historically has not acquired
participation interests from other financial institutions.
Commercial loans have accounted for a significant portion of
the growth in the Company's loan portfolio in recent years.
Commercial loans are made to a diverse group of industrial and
service business customers. One particular area of emphasis is
SBA guaranteed loans, in which the SBA guarantees between 75
percent and 90 percent of the principal of the loans made to
eligible borrowers.
The Company has historically been a major residential real estate
lender in its market area. Residential loans are typically sold
in the secondary market promptly after origination; however, the
Company retains a majority of the servicing rights, which
represent a growing source of fee income. At December 31, 1995,
the Company held servicing rights for approximately $1.29 billion
in mortgage loans. All the banking subsidiaries are approved
seller/servicers for the Federal Home Loan Mortgage Corporation
(Freddie Mac). Real estate construction loans totalled $63
million or 4 percent of total loans at December 31, 1995. These
loans generally involved residential construction, as the Company
has generally avoided lending as a participant in large real
estate development projects. At December 31, 1995, all real
estate construction loans were performing.
Asset Quality
The Company's banking subsidiaries monitor the adequacy of their
allowances for credit losses on a monthly basis. The banking
subsidiaries formally document their evaluations of the adequacy
of their allowances for credit losses on a quarterly basis and
the evaluations are reviewed and discussed with each bank's
respective Board of Directors. The holding company's Asset
Quality Department presents a quarterly consolidated evaluation
of the adequacy of the allowance for credit losses to the
Company's Board of Directors. These evaluations of potential
losses include a review of the current financial status and
credit standing of borrowers and their prior history, an
evaluation of available collateral, a review of loss experience
in relation to outstanding loans, and management's judgment as to
prevailing and anticipated economic conditions, among other
relevant factors. Such factors include, among others, changes in
the credit grade assigned to the loan by either the assigned
officer or by the Company's Asset Quality Department from its
periodic reviews of segments of the loan portfolios, and
increases or decreases in specific reserves assigned to
individual loans based upon changes in the fair value of
collateral or changes in the estimated cash flows expected from
the loans.
The Company's percentage of non-performing loans to total loans
was 0.67 percent at December 31, 1995 as compared to 0.52 percent
of total loans at December 3l, 1994. Non-performing loans at
December 31, 1995 aggregated $9.8 million, as compared to $7.5
million at December 31, 1994. The Company's percentage of net
charge-offs for the twelve months ended December 31, 1995 to
average loans outstanding was 0.20 percent. At December 31,
1995, the Company's allowance for credit losses was 1.01 percent
of total loans, as compared to 1.03 percent at December 31, 1994.
The allowance for credit losses as a percentage of non-performing
loans at December 31, 1995 was 151 percent compared to 197
percent at December 31, 1994. The ratio of non-performing assets
to total loans plus other real estate owned was 0.72 percent at
December 31, 1995, compared to 0.60 percent at December 31, 1994.
Although there was a slight decline in the Company's asset
quality from 1994 to 1995, management believes that its
overall loan portfolio is of good quality and continual decline
in quality is not apparent.
Loans now current, excluding non-performing loans, but where
some concerns exist as to the ability of the borrower to comply
with present loan repayment terms approximated $32,715,000 at
December 31, 1995 as compared to $39,379,000 at December 31,
1994. These loans are being closely watched by management and
the Boards of Directors of the subsidiaries. The classification
of these loans, however, does not mean to imply that management
expects losses on each of these loans, but believes that a higher
level of scrutiny is prudent under the circumstances. At December
31, 1995 and 1994 specific allocations of the allowance for
credit losses related to these loans aggregated $3,359,000 and
$3,408,000, respectively. The decrease in loans where some
concern exists is primarily attributable to improvements in
borrowers' financial condition which were identified by the
Company's continuous process of loan review.
Sources of Funds
The primary sources of funds for the Subsidiaries are customer
deposits, loan payments and principal prepayments of loans,
maturities of investment securities and short-term borrowings.
Because of the community orientation of the Subsidiaries, the
Company's base of core deposits has been relatively stable. Total
deposits averaged $1.79 billion in 1995 and $1.73 billion in
1994. At December 31, 1995, the Company had $1.86 billion in
deposits, of which approximately 12 percent were
noninterest-bearing demand deposits. The Company does not
actively seek public deposits, and such deposits account for
approximately 3 percent of total deposits. The Company has $19
million in brokered deposits.
To fund the growth of average loans during 1995, the Company
increased average short-term and long-term borrowings $32 million
or 28 percent from $111 million in 1994 to $143 million in 1995.
The increase in short-term borrowing was primarily due to an
increase in repurchase agreements and the increase in long-term
borrowings was primarily due to an increase in Federal Home Loan
Bank borrowings.
Competition
There is significant competition in the financial services
industry in western Ohio among commercial banks. As a result of
the deregulation of the financial services industry, the Company
also competes with other providers of financial services such as
savings and loan associations, credit unions, consumer finance
companies, securities firms, insurance companies, commercial
finance and leasing companies, the mutual fund industry, full
service brokerage firms and discount brokerage firms. Some of the
Company's competitors, including certain regional bank holding
companies which have made acquisitions in the Company's market
area, have substantially greater resources than that of the
Company, and as such, may have higher lending limits and may
offer other services not available through the Subsidiaries.
The Subsidiaries compete on the basis of rates of interest
charged on loans, the rates of interest paid for funds, the
availability of services and the responsiveness to the needs of
its customers.
Price Range of Common Stock and Dividends
Mid Am Inc.'s Common Stock is quoted on the NASDAQ National
Market System under the symbol "MIAM. " The following table sets
forth for the calendar periods indicated the range of the high
and low last reported sale prices per share of the Company's
Common Stock as derived from NASDAQ National Market System
quotations, as well as the cash dividends declared per share for
the same periods.
The sales price and cash dividend figures that follow have been
adjusted to reflect the three-for-two stock split effected during
1993 and the 10 percent stock dividends declared and paid in
1995, 1994 and 1992.
Cash
High Low Dividends
1993
First Quarter $ 13.23 $ 10.47 $ 0.13
Second Quarter 12.81 10.88 0.14
Third Quarter 13.23 10.88 0.14
Fourth Quarter 12.81 10.54 0.14
1994
First Quarter $ 13.02 $ 11.78 $ 0.14
Second Quarter 12.19 11.16 0.15
Third Quarter 13.53 11.98 0.15
Fourth Quarter 13.52 11.82 0.15
1995
First Quarter $ 13.86 $ 12.73 $ 0.15
Second Quarter 15.38 12.95 0.16
Third Quarter 16.50 15.38 0.16
Fourth Quarter 17.00 16.25 0.16
1996
Through February $18.00 $ 16.38 -
As of March 15, 1996, Mid Am Inc.'s Common Stock was held by
approximately 8,200 holders of record.
Dividend Policy
The Company and its predecessor, Mid Am Bank, have paid cash
dividends on its Common Stock for 40 consecutive years. In
addition to cash dividends, the Company also periodically pays
stock dividends to its shareholders, at the discretion of the
Board of Directors. The Company paid 10 percent stock dividends
in 1995, 1994 and 1992.
The payment and amount of future dividends on the Common Stock
will be determined by the Board of Directors and will depend on,
among other things, the earnings, financial condition and cash
requirements of the Company at the time such payment is
considered, and on the ability of the Company to receive
dividends from its affiliates, the amount of which is subject to
regulatory limitations.
The Company has outstanding 1,389,726 shares of Cumulative
Convertible Preferred Stock, Series A, as of March 15, 1996,
which has a dividend preference feature over the Company's Common
Stock.
Supervision and Regulation
General
Bank holding companies and banks are extensively regulated under
both federal and state law. To the extent that the following
information describes statutory and regulatory provisions, it is
qualified in its entirety by reference to the particular
statutory and regulatory provisions. A change in applicable law
or regulation may have a material effect on the business of the
Company.
As a bank holding company, the Company is subject to regulation
under the Bank Holding Company Act of 1956 (the "BHCA") and its
examination and reporting requirements. Under the BHCA, bank
holding companies may not (subject to certain limited exceptions)
directly or indirectly acquire the ownership or control of more
than 5 percent of any class of voting shares or substantially all
of the assets of any company, including a bank, without the prior
written approval of the Board of Governors of the Federal Reserve
System ("FRB"). In addition, bank holding companies are generally
prohibited under the BHCA from engaging in nonbanking activities,
subject to certain exceptions.
Payment of Dividends
The Company is a legal entity separate and distinct from its
banking and other subsidiaries. Most of the Company's revenues
result from dividends paid to it by its bank subsidiaries. There
are statutory and regulatory requirements applicable to the
payment of dividends by subsidiary banks as well as by the
Company to its shareholders.
Each national banking association is required by federal law to
obtain the prior approval of the Office of the Comptroller of the
Currency ("OCC") for the declaration and payment of dividends if
the total of all dividends declared by the board of directors of
such bank in any year will exceed the total of (i) such bank's
net profits (as defined and interpreted by regulation) for that
year plus (ii) the retained net profits (as defined and
interpreted by regulation) for the preceding two years, less any
required transfers to surplus. In addition, these banks may only
pay dividends to the extent that retained net profits (including
the portion transferred to surplus) exceed bad debts (as defined
by regulation).
The Company's only state bank, Adrian, may pay dividends only to
the extent they do not exceed the bank's retained net profits
plus the current years income.
Under the foregoing dividend restrictions, the Company's banking
subsidiaries, as of December 31, 1995, without obtaining
regulatory approvals, can declare aggregate dividends of
approximately $13.4 million from retained net profits of the
preceding two years, plus an amount approximately equal to the
net profits (as measured under current regulations), if any,
earned for the period from January 1, 1996 through the date of
declaration. During 1995, Company subsidiaries paid $38 million
in dividends to the holding company for dividend payments to
shareholders, for the repurchase program of Mid Am, Inc. common
stock and for other general corporate purposes.
The payment of dividends by the Company and the Company's
subsidiaries is also affected by various regulatory requirements
and policies, such as the requirement to maintain capital at or
above regulatory guidelines. In addition, if, in the opinion of
the applicable regulatory authority, a bank under its
jurisdiction is engaged in or is about to engage in an unsafe or
unsound practice (which, depending on the financial condition of
the bank, could include the payment of dividends), such authority
may require, after notice and hearing, that such bank cease and
desist from such practice. The FRB and the OCC have each
indicated that paying dividends that deplete a bank's capital
base to an inadequate level should be an unsafe and unsound
banking practice. The FRB, the OCC and the FDIC have issued
policy statements which provide that bank holding companies and
insured banks should generally only pay dividends out of current
operating earnings.
Certain Transactions by the Company with its Subsidiaries
There are also various legal restrictions on the extent to which
the Company and its nondepository subsidiaries can borrow or
otherwise obtain credit from, or engage in certain other
transactions with, its depository subsidiaries. The "covered
transactions" that an insured depository institution and its
subsidiaries are permitted to engage in with their nondepository
affiliates are limited to the following amounts: (i) in the case
of any one such affiliate, the aggregate amount of covered
transaction of the insured depository institution and its
subsidiaries cannot exceed 10 percent of the capital stock and
the surplus of the insured depository institution; and (ii) in
the case of all affiliates, the aggregate amount of covered
transactions of the insured depository institution and its
subsidiaries cannot exceed 20 percent of the capital stock and
surplus of the insured depository institution. In addition,
extensions of credit that constitute covered transactions must be
collateralized in prescribed amounts.
"Covered transactions" are defined by statute to include a loan
or extension of credit to the affiliate, a purchase of securities
issued by an affiliate, a purchase of assets from the affiliate
(unless otherwise exempted by the FRB), the acceptance of
securities issued by the affiliate as collateral for a loan and
the issuance of a guarantee, acceptance, or letter of credit for
the benefit of an affiliate. Further, a bank holding company and
its subsidiaries are prohibited from engaging in certain tie-in
arrangements in connection with any extension of credit, lease or
sale of property or furnishing of services.
Capital
The FRB has adopted risk based capital guidelines for bank
holding companies. The minimum guideline for the ratio of total
capital ("Total Capital") to risk weighted assets (including
certain off-balance-sheet activities, such as standby letters of
credit) is 8 percent. At least half of the Total Capital is to be
composed of common stockholders' equity, minority interests in
the equity accounts of consolidated subsidiaries and a limited
amount of perpetual preferred stock, less goodwill and other
intangibles acquired after February 19, 1992 ("Tier l Capital").
The remainder may consist of subordinated debt, other preferred
stock and a limited amount of loan loss reserves ("Tier 2
Capital").
In addition, the FRB has established minimum leverage ratio
guidelines for bank holding companies. These guidelines provide
for a minimum Tier l Capital leverage ratio (Tier l Capital to
total assets, less goodwill) of 3 percent for bank holding
companies that meet certain specified criteria, including having
the highest regulatory rating. All other bank holding companies
will generally be required to maintain a minimum Tier l Capital
leverage ratio of 3 percent plus an additional cushion of 100 to
200 basis points. The FRB has not advised the Company of any
specific minimum Tier l Capital leverage ratio applicable to it.
The guidelines also provide that bank holding companies
experiencing internal growth or making acquisitions will be
expected to maintain strong capital positions substantially above
the minimum supervisory levels without significant reliance on
intangible assets (i.e. goodwill, core deposit intangibles and
purchased mortgage servicing rights). Furthermore, the
guidelines indicate that the FRB will continue to consider a
"tangible Tier l Capital leverage ratio" (deducting all
intangibles) in evaluating proposals for expansion or new
activities. As of December 31, 1995, the Company had a tangible
Tier l Capital leverage ratio of 8.44 percent.
The following tables set forth the Tier l capital to risk-
weighted assets ratios, the total capital to risk-weighted assets
ratios and the Tier l leverage ratios for the Company as of
certain dates and periods.
Tier l Capital to Risk-Weighted Assets Ratio
(in each case calculated pursuant to
the risk-based capital guidelines)
As of: Mid Am
December 31, 1995 11.76
December 31, 1994 12.19
December 31, 1993 12.24
Total Capital to Risk-Weighted Assets Ratio
(in each case calculated pursuant to
the risk-based capital guidelines)
As of: Mid Am
December 31, 1995 12.73
December 31, 1994 13.20
December 31, 1993 13.36
Tier l Leverage Ratio
As of: Mid Am
December 31, 1995 8.44
December 31, 1994 8.36
December 31, 1993 8.19
Each of the Company Subsidiaries is subject to similar capital
requirements adopted by the FRB, the OCC or the FDIC and in the
case of Adrian, the Michigan Financial Institution Bureau
("FIB"). At December 31, 1995, each of the Company Subsidiaries
had a Tier l Capital ratio and a Total Capital ratio in excess of
the requirements and a Tier l Capital leverage ratio in excess of
7.00 percent. No regulatory agency has advised any of the
Company Subsidiaries of any specific applicable minimum Tier l
Capital leverage ratio.
Failure to meet capital guidelines could subject an insured bank
to a variety of enforcement remedies, including higher insurance
premiums, termination of deposit insurance by the FDIC and a
prohibition on the taking of brokered deposits.
It is possible that bank regulators will raise capital
requirements applicable to banking organizations beyond their
current levels. However, the management of the Company is unable
to predict whether and when higher capital requirements might be
imposed and, if they are imposed, at what levels and on what
schedule.
The Company's Support of Subsidiary Banks
Under FRB policy, the Company is expected to act as a source of
financial strength to each of its subsidiary banks and, if
necessary, to commit resources to support each of such
subsidiaries. This support may be required at times when, absent
such FRB policy, the Company would not otherwise be required to
provide it.
Under the Financial Institutions Reform, Recovery, and
Enforcement Act of 1989 ("FIRREA"), a depository institution
insured by the FDIC can be held liable for any loss incurred by,
or reasonably expected to be incurred by, the FDIC in connection
with (i) the default of a commonly controlled FDIC-insured
depository institution "in danger of default." "Default" is
defined generally as the appointment of a conservator or receiver
and "in danger of default" is defined generally as the existence
of certain conditions indicating that a default is likely to
occur in the absence of regulatory assistance.
Under the National Bank Act, if the capital stock of a national
bank is impaired by losses or otherwise, the OCC is authorized to
require payment of the deficiency by assessment upon the bank's
shareholders, pro rata, and to the extent necessary, if any such
assessment is not paid by any shareholder after three months'
notice, to sell the stock of such shareholder to make good the
deficiency.
Under Michigan Law, if the capital of a Michigan state-chartered
bank (such as Adrian) has become impaired by losses or otherwise,
the FIB may require that the deficiency in capital be met by
assessment upon the bank's shareholders, pro rata, and if any
such assessment is not paid by any shareholder within 30 days,
cause the sale of stock of such shareholder to pay such
assessment and the cost of sale of such stock.
Any capital loans by a bank holding company to any of its
subsidiary banks are subordinate in right of payment to deposits
and to certain other indebtedness of such subsidiary bank. In
the event of a bank holding company's bankruptcy, any commitment
by the bank holding company to a federal bank regulatory agency
to maintain the capital of a subsidiary bank will be assumed by
the bankruptcy trustee and entitled to a priority of payment.
This priority would apparently apply to guarantees of capital
plans under the Federal Deposit Insurance Corporation Improvement
Act of 1991 ("FDICIA").
FDIC Insurance Assessments
The Company's subsidiary banks are subject to FDIC deposit
insurance assessments. The current assessment rates for deposits
insured by the Bank Insurance Fund ("BIF") range from 0.00
percent to 0.27 percent depending upon the assessment category
into which the insured institution is placed. The current
assessment rates for deposits insured by the Savings Association
Insurance Fund ("SAIF") range from 0.23 percent to 0.31 percent
depending upon the assessment category into which the insured
institution is placed. Most deposits acquired by the Company in
its thrift acquisitions have deposits insured by SAIF.
FDICIA
FDICIA, which became law on December 19, 1991, substantially
revises the bank regulatory and funding provisions of the Federal
Deposit Insurance Act and makes revisions to several other
federal banking statutes.
Among other things, FDICIA requires the federal banking
agencies to take "prompt corrective action" in respect of
depository institutions that do not meet minimum capital
requirements. FDICIA established five capital tiers: "well
capitalized," "adequately capitalized," "undercapitalized,"
"significantly undercapitalized" and "critically
undercapitalized." A depository institution's capital tier
depends upon where its capital levels are in relation to various
relevant capital measures, which includes a risk-based capital
measure and a leverage ratio capital measure, and certain other
factors.
A depository institution is well capitalized if it significantly
exceeds the minimum level required by regulation of each relevant
capital measure, adequately capitalized if it meets each such
measure, undercapitalized if it fails to meet any such measure,
significantly undercapitalized if it is significantly below any
such measure and critically undercapitalized if it has a ratio of
tangible equity to total assets that is equal to or less than 2
percent. An institution may be deemed to be in a capitalization
category that is lower than is indicated by its actual capital
position if, among other things, it receives an unsatisfactory
examination rating.
Regulations establishing the specific capital tiers have been
adopted. Under these regulations, for an institution to be well
capitalized it must have a total risk-based capital ratio of at
least 10 percent, a Tier 1 risk-based capital ratio of at least 6
percent, and a Tier l leverage ratio of at least 5 percent, and
not be subject to any specific capital order or directive. For
an institution to be adequately capitalized it must have a total
risk-based capital ratio of at least 8 percent, a Tier l
risk-based capital ratio of at least 4 percent, and a leverage
ratio of at least 4 percent (and in some cases 3 percent). Under
these new regulations, the banking subsidiaries of the Company
were all well capitalized as of December 31, 1995.
FDICIA generally prohibits a depository institution from making
any capital distribution (including payment of a dividend) or
paying any management fee to its holding company if the
depository institution would thereafter be undercapitalized.
Undercapitalized depository institutions are subject to growth
limitations and are required to submit a capital restoration
plan. The federal banking agencies may not accept a capital plan
without determining, among other things, that the plan is based
on realistic assumptions and is likely to succeed in restoring
the depository institution's capital. In addition, for a capital
restoration plan to be acceptable, the depository institution's
parent holding company must guarantee that the institution will
comply with such capital restoration plan. The aggregate
liability of the parent holding company is limited to the lesser
of (i) an amount equal to 5 percent of the depository
institution's total assets at the time it became
undercapitalized, and (ii) the amount that is necessary (or
would have been necessary) to bring the institution into
compliance with all capital standards applicable with respect to
such institution as of the time it fails to comply with the plan.
If a depository institution fails to submit an acceptable plan,
it is treated as if it were significantly undercapitalized.
Significantly undercapitalized depository institutions may be
subject to a number of requirements and restrictions, including
orders to sell sufficient voting stock to become adequately
capitalized, requirements to reduce the total assets and
cessation of receipt of deposits from correspondent banks.
Critically undercapitalized institutions are subject to the
appointment of a receiver or conservator.
Under FDICIA, the FDIC is permitted to provide financial
assistance to an insured bank before appointment of a conservator
or receiver only if (i) such assistance would be the least costly
method of meeting the FDIC's insurance obligations, (ii) grounds
for appointment of a conservator or a receiver exist or are
likely to exist, (iii) it is unlikely that the bank can meet all
capital standards without assistance, and (iv) the bank's
management has been competent, has complied with applicable laws,
regulations, rules and supervisory directives and has not engaged
in any insider dealing, speculative practice or other abusive
activity.
FDICIA directs that each federal banking agency prescribe
standards for depository institutions and depository institution
holding companies relating to internal controls, information
systems, internal audit systems, loan documentation, credit
underwriting, interest rate exposure, asset growth, compensation,
a maximum ratio of classified assets to capital, minimum earnings
sufficient to absorb losses, a minimum ratio of market value to
book value for publicly traded shares and other standards as they
deem appropriate. Because such standards have been proposed but
not yet finalized, management is unable to assess their impact.
FDICIA also contains a variety of other provisions that may
affect the operations of depository institutions including new
reporting requirements, regulatory standards for real estate
lending, "truth in savings" provisions, the requirements that a
depository institution give 90 days' prior notice to customers
and regulatory authorities before closing any branch and a
prohibition on the acceptance or renewal of brokered deposits by
depository institutions that are not well capitalized or are
adequately capitalized and have not received a waiver from the
FDIC. Under regulations relating to the brokered prohibition,
Mid Am Bank is well capitalized and may accept brokered deposits
without restriction.
Regulation of Proposed Acquisitions
In general, any direct or indirect acquisition by the Company of
any voting shares of any bank which would result in the Company's
direct or indirect ownership or control of more than 5 percent of
any class of voting shares of such bank, and any merger or
consolidation of the Company with another bank holding company,
will require the prior written approval of the Federal Reserve
Board under the Bank Holding Company ("BHC") Act. In reaching
its decision on an application for such approval, the Federal
Reserve Board must consider a number of factors, including the
effect of the proposed acquisition or merger on competition in
relevant geographic and product markets, the financial condition
of both parties, capital adequacy before and after the proposed
acquisition, the managerial resources and future prospects of the
parties, the convenience and needs of the communities to be
served, and the prior record of both the Company's existing bank
subsidiaries and the bank to be acquired (or the bank
subsidiaries of the other party to the merger) under the
Community Reinvestment Act. Amendments made to the BHC Act by
FDICIA further require the Federal Reserve Board (a) to
disapprove any application by a bank holding company which fails
to provide the Board with adequate assurances that it will
furnish to the Board information on the operations and activities
of such bank holding company and its affiliates determined by the
Board to be appropriate to determine and enforce compliance with
the statue, and (b) in its consideration of managerial resources,
to include consideration of the competence, experience and
integrity of the officers, directors, and principal shareholders
of the parties.
The merger or consolidation of an existing bank subsidiary of the
Company with another bank, or the acquisition by such a bank
subsidiary of assets of another bank, or the assumption of
liability by such a bank subsidiary to pay any deposits in
another bank, will require the prior written approval of the
responsible federal bank regulatory agency under the Bank Merger
Act. In reaching its decision, the responsible federal bank
regulatory agency must consider a number of factors, including
the effect of the proposed transaction on competition in relevant
geographic and product markets, the financial and managerial
resources and future prospects of the parties, capital adequacy
before and after the proposed transaction, the convenience and
needs of the communities to be served, and the prior record of
both the Company's existing bank subsidiaries and the other bank
under the Community Reinvestment Act. In addition, an
application to, and the prior approval of, the Federal Reserve
Board may be required under the BHC Act in certain such cases.
In all of the foregoing cases, the required regulatory approvals
are subject to public notice and comment procedures. Adverse
public comments received, or adverse considerations raised by the
regulatory agencies, may delay or prevent consummation of the
proposed transaction. In addition, such a transaction generally
may not be consummated before the 30th calendar day (or if the
Attorney General has made no adverse comment to the Federal
Reserve Board thereon, such shorter period not less than 15
calendar days as the Board may specify with the concurrence of
the Attorney General) after final approval of the transaction by
the federal regulatory agency. In some of the foregoing cases,
prior approvals of state bank regulatory authorities must also be
obtained prior to consummation of the proposed transactions.
The BHC Act generally prohibits bank holding companies, such as
the Company, from acquiring direct or indirect ownership or
control of voting shares or assets of any company other than a
bank, unless the company involved is engaged solely in one or
more activities which the Federal Reserve Board has determined to
be so closely related to banking or managing or controlling banks
as to be a proper incident thereto. Any such acquisition will
require, except in certain limited cases, the prior approval of
the Federal Reserve Board.
In evaluating an application for its approval of such an
acquisition, the Federal Reserve Board will consider whether the
performance by an affiliate of the Company of the activity can
reasonably be expected to produce benefits to the public (such as
greater convenience, increased competition, or gains in
efficiency) that outweigh possible adverse effects (such as undue
concentration of resources, decreased or unfair competition,
conflicts of interest, or unsound banking practices). The Board
may apply different standards to activities proposed to be
commenced de novo and activities commenced by acquisition, in
whole or in part, of a going concern. The Board's consideration
will also include an evaluation of the financial and managerial
resources of the Company, including its existing subsidiaries,
and of any entity to be acquired, and the effect of the proposed
transaction on those resources. This required regulatory
approval is subject to public notice and comment procedures, and
adverse public comments received, or adverse considerations
raised by the regulatory agencies, may delay or prevent
consummation of such an acquisition. Such an acquisition may
also require 30 days prior notice to the Department of Justice
and the Federal Trade Commission.
FIRREA amended the BHC Act in 1989 to permit the Federal Reserve
Board to approve an application by any bank holding company to
acquire and operate a savings association as a nonbank subsidiary
of such bank holding company. A bank holding company such as the
Company may apply to the Board for permission to acquire and
operate a savings association engaged only in deposit-taking,
lending and other activities that the Board has determined to be
permissible for bank holding companies, in accordance with the
procedures and standards described in the preceding paragraph.
The direct or indirect acquisition of control of a savings
association by a bank holding company would also require the
prior approval of the Director of the Office of Thrift
Supervision ("OTS") of the Department of the Treasury under the
Home Owners Loan Act ("HOLA"), and may also require prior
approval of state regulatory officials. In the case of an
application by a bank holding company such as the Company, which
did not already control a savings association, to acquire control
of a single savings association, the OTS may deny the application
under the HOLA if it determines that the financial and managerial
resources and future prospects of the applicant and the savings
association involved are such that the acquisition would be
detrimental to the savings association or to the insurance risk
of the applicable deposit insurance fund of the FDIC. FDICIA
amended HOLA to require the OTS to include, in its determination
of the managerial resources of the applicant and the association,
consideration of the competency, experience and integrity of the
officers, directors and principal shareholders of both parties.
In addition, the OTS will consider other factors in connection
with such an application, including capital adequacy before and
after the proposed acquisition and potential anti-competitive
effects. Applications to acquire more than one savings
association, and applications by entities which are already
savings and loan holding companies, require the application by
the OTS of different and more restrictive standards in reaching
its determination whether to approve such applications.
The direct or indirect acquisition of control of a savings
association by a bank holding company such as the Company which
does not already control a savings association will cause the
bank holding company to become a savings and loan holding
company. Each company becoming a savings and loan holding
company must register as such with the OTS within 90 days after
becoming a savings and loan holding company. Thereafter, the
savings and loan holding company is subject to regulation,
periodic reporting requirements, and examination by the OTS. In
the case of a bank holding company which is also a savings and
loan holding company, such OTS regulation is in addition to
continuing regulation by the Federal Reserve Board under the BHC
Act.
Employees
As of December 31, 1995, the Company and its Subsidiaries had
approximately 978 full-time and 387 part-time employees. The
Company considers its and its Subsidiaries' employee relations to
be good. None of the employees are covered by a collective
bargaining agreement.
Item 2. PROPERTIES
The Company's executive offices are located at an office
building in Bowling Green, Ohio, which is owned by Mid Am Bank.
The subsidiaries operate 87 banking centers, of which 72 are
owned, 2 are leased from various other parties and 13 are leased
from Bancsites, Inc. ("Bancsites") under long-term lease
agreements. Bancsites was a wholly-owned subsidiary of Mid Am
Bank until 1977, when Mid Am Bank distributed all shares of
Bancsites to its shareholders. Certain senior management
officials of Bancsites also serve as senior management officials
of Mid Am Bank.
The Company also owns its Bowling Green operations center
building which houses substantially all of the internal data
processing functions of the Company and its subsidiaries.
The Company owns a ten-story commercial office building in
downtown Toledo, Ohio, which serves as Mid Am Bank's executive
offices, as well as a full service banking center.
Item 3. LEGAL PROCEEDINGS
The Company's broker/dealer subsidiary, MFI, is a correspondent
in a consolidated NASD Arbitration (NASD Case No. 95-05733). The
Case revolves around an investment advisor unaffiliated with MFI
or the Company who is not a party to the arbitration as he is
believed to be uncollectible. The four Claimants allege that
certain trades directed by the unaffiliated investment advisor
were executed by employees of MFI, and as a result, the Claimants
suffered an economic loss of approximately $3,000,000. The
causes of action are brought under theories of negligence, breach
of contract, negligent hiring and failure to supervise. The
Claimants demand relief of actual damages, attorneys' fees,
interest and costs. Management of the Company intends to
vigorously contest this action, and is unable to form an opinion
as to the likely outcome of the arbitration.
The Company is subject to additional pending and threatened
lawsuits in which claims for monetary damages are asserted in the
ordinary course of business. While any litigation involves an
element of uncertainty, in the opinion of management,
liabilities, if any, arising from such litigation or threat
thereof will not have a material effect on the Company's results
of operations or financial condition.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
PART II
Item 5. MARKET FOR THE REGISTRANT'S COMMON STOCK
AND RELATED SHAREHOLDER MATTERS
The information required by this item is incorporated herein by
reference from the sections entitled "Common Stock Prices,
Dividends and Yields", "Stock Information" and Note 16 of the
Consolidated Financial Statements on pages 53 and 45,
respectively, of the Company's 1995 Annual Report to Shareholders
(See Exhibit 13.1 attached hereto).
Item 6. SELECTED FINANCIAL DATA
The information required by this item is incorporated herein by
reference from the sections entitled "Selected Quarterly Data",
"Summary of Financial Data" and "Management's Discussion and
Analysis and Statistical Information" on pages 11 through 28 of
the Company's 1995 Annual Report to Shareholders (See Exhibit
13.1 attached hereto).
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The information required by this item is incorporated herein by
reference from the section entitled "Management's Discussion and
Analysis and Statistical Information" on pages 11 through 28 of
the Company's 1995 Annual Report to Shareholders (See Exhibit
13.1 attached hereto).
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this item is incorporated herein by
reference from the consolidated financial statements, together
with the report thereon of Price Waterhouse dated January 22,
1996, on pages 29 through 46 and from the section entitled "Other
Financial Data" on page 1 of the Company's 1995 Annual Report to
Shareholders. With the exception of the aforementioned
information and the information incorporated in Items 5, 6, 7 and
14, the 1995 Annual Report to Shareholders is not to be deemed
filed as part of this report (See Exhibit 13.1 attached hereto).
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
Not applicable.
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT
The information required by this item for Directors is
incorporated herein by reference from the section entitled
"Election of Directors" on pages 1 through 4 of the Company's
Proxy statement dated February 29, 1996 (See Exhibit 20.1
attached hereto).
The following table sets forth the names and ages and business
experience of each of the executive officers of the Company. Each
executive officer of the Company is appointed by the Board of
Directors on an annual basis, and serves at the pleasure of the
Board.
Position With Company or Officer
Executive Officer Age Subsidiary and Experience Since*
Edward J. Reiter 56 Chairman and Chief Executive 1969
Officer of the Company and
Chairman of Mid Am Bank;
formerly President and Chief
Executive Officer of Mid Am Bank.
David R. Francisco 49 President and Chief Operating 1970
Officer of the Company;
formerly Chief Executive
Officer of First National.
Dennis L. Nemec 51 Executive Vice President/ 1979
Chief Financial Officer of the
Company; formerly Senior Vice
President/Finance of the Company.
W. Granger Souder 35 Executive Vice President/ 1989
General Counsel of the Company;
formerly employed as a securities
attorney in private practice.
Jerry R. Biederman 30 Senior Vice President/ 1994
Director of Audit of the Company;
formerly Audit Supervisor of
Society Management Company.
Donald P. Hileman 43 Senior Vice President/ 1990
Finance of the Company; formerly
Senior Vice President and Chief
Financial Officer of First National.
Christine Koster 43 Senior Vice President/ 1989
Training and Development of the
Company; formerly Vice President/
Training and Development of the
Company.
David L. Mead 40 Senior Vice President/ 1995
Finance; formerly a Professor at
Bluffton College and Senior Vice
President and Chief Financial
Officer of Mid Am Bank.
Cynthia A. Rossman 39 Senior Vice President/ 1985
Marketing and Planning of the
Company.
Jeffrey S. Schatz 38 Senior Vice President/ 1985
Funds Management of the
Company; formerly Vice President/
Finance and Treasurer of Citizens.
Robin Wooddall 32 Senior Vice President/ 1992
Human Resources of the Company;
formerly Vice President/Human
Resources of the Company.
Patrick A. Kennedy 49 President and Chief Executive 1981
Officer of Mid Am Bank; formerly
Executive Vice President/Lending
of Mid Am Bank; formally Senior Vice
President/Lending of First National.
James F. Burwell 45 President and Chief Executive 1980
Officer of First National;
formerly President and Chief
Operating Officer of First National;
Executive Vice President and cashier
of First National.
Cathleen F. Oxner 43 President and Chief Executive 1994
Officer of AmeriCom; formerly a
Plant Manager of Procter and Gamble.
Donald P. Southwick 39 President and Chief Executive 1994
Officer of AmeriFirst; formerly
Senior Vice President of
C.B. Financial Corporation.
Bernard A. Sikorski 53 President and Chief Executive 1995
Officer of Adrian State Bank;
formerly Executive Vice President
and Director of Marketing of
Banc One Mortgage Corporation.
James C. Burkhart 42 President and Chief Executive 1982
Officer of Mid Am Information
Services, Inc.; formerly Vice
President/Data Processing of
Mid Am Bank.
Mark S. Mandula 39 President and Chief Executive 1994
Officer of International Credit
Service; formerly Executive Vice
President/Principal-Austin Associates.
*Includes period in which executive officer was an officer of a
subsidiary or acquired company.
Item 11. EXECUTIVE COMPENSATION
The information required by this item is incorporated herein by
reference from the sections entitled "Election of Directors" on
pages 1 through 4, "Executive Compensation" on pages 5 through 8
and "Report On Executive Compensation" on pages 8 through 10 of
the Company's Proxy Statement dated February 29, 1996 (See
Exhibit 20.1 attached hereto).
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The information required by this item is incorporated herein by
reference from the section entitled "Election of Directors" on
pages 1 through 4 of the Company' s Proxy Statement dated
February 29, 1996 (See Exhibit 20.1 attached hereto). The Company
has no knowledge of any person or any group (as defined in
Section 13.d.3 of the Securities Exchange Act of 1934) which owns
in excess of five percent of the outstanding common stock of the
Company.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this item is incorporated by
reference from the sections entitled "Transactions with
Management" and "Relationships with Affiliates" on page 12 of the
Company's Proxy Statement dated February 29, 1996 (See Exhibit
20.1 attached hereto).
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND
REPORTS ON FORM 8-K
(a) Financial Statement Schedules
The following documents are filed as part of this report:
Page in Annual Report *
Report of Independent Accountants ................... 29
Consolidated Statement of Condition at
December 31, 1995 and 1994 ........................ 30
Consolidated Statement of Earnings for
the three years ended December 31, 1995 ........... 31
Consolidated Statement of Changes in Shareholders'
Equity for the three years ended December 31, 1995 32
Consolidated Statement of Cash Flows for the
three years ended December 31, 1995 ............... 33-34
Notes to Consolidated Financial Statements .......... 35-46
*Incorporated by reference from the indicated pages of the 1995
Annual Report to Shareholders. All schedules are omitted because
they are not applicable or the required information is shown in
the financial statements or notes thereto.
The following Exhibits required by Item 601 of Regulation S-K are
filed as part of this report:
Exhibit
Number Exhibit
3.1 Restated Articles of Incorporation of the Company,
as amended
3.2 Code of Regulations of the Company
10.1 Description of Incentive Plan of the Company
10.2 Description of Deferred Compensation Plan of the
Company
10.3 Stock Option Plan of the Company
10.4 Employee Stock Ownership and Pension Plan of the
Company
10.5 Employee Stock Ownership and Savings Plan of the
Company (401K)
10.6 Pension Make-Up Plan of the Company (SERP)
10.7 Form of Change in Control Agreements with Certain
Executive Officers of the Company
13.1 The Company's 1995 Annual Report to Shareholders.
Except for the portions of the report
expressly incorporated by reference,
the Report is furnished solely for the
information of the Commission and
is not deemed "filed" as part hereof.
18.0 Change in Accounting Principle
The information required by this exhibit is
incorporated herein by reference from
Note 1 of the Consolidated Financial
Statements on pages 35 through 36 of the
Company's 1995 Annual Report to Shareholders
(See Exhibit 13.1)
20.1 The Company's Proxy Statement dated February 29,
1996 for its 1996 Annual Meeting
The information required by this exhibit is
incorporated herein by reference from the
Company's Proxy Statment dated February 29,
1996, filed with the Securities and
Exchange Commission on February 29, 1996.
21.1 Subsidiaries of the Company
23.1 Consent of Independent Accountants
24.1 Power of Attorney
27.1 Financial Data Schedule
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the fourth quarter of
1995.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto daily authorized on February 22, 1996.
MID AM, INC.
BY: Dennis L. Nemec
Dennis L. Nemec
Executive Vice President and C.F.O.
Pursuant to the requirement of the Securities Exchange Act of
1934, this report has been signed below by the following persons
on behalf of the Registrant and in the capacities and on the
date indicated.
Signatures
*
Edward J. Reiter Director/Chairman/C.E.O. February 22, 1996
David R. Francisco Director/President/C.O.O. February 22, 1996
Dennis L. Nemec Exec. Vice Pres./C.F.O. February 22, 1996
*
Gerald D. Aller Director February 22, 1996
*
James F. Bostdorff Director February 22, 1996
*
David A. Bryan Director February 22, 1996
*
Wayne E. Carlin Director February 22, 1996
Charles G. Hilbert Director February 22, 1996
*
D. James Hilliker Director February 22, 1996
Harry G. Kessler Director February 22, 1996
*
Walter L. Lamb,Jr. Director February 22, 1996
James E. Laughlin Director February 22, 1996
*
Marilyn O. McAlear Director February 22, 1996
*
Blair D. Miller Director February 22, 1996
*
Thomas S. Noneman Director February 22, 1996
*
Emerson J. Ross,Jr. Director February 22, 1996
*
C. Gregory Spangler Director February 22, 1996
*
Jerry L. Staley Director February 22, 1996
*
Robert E. Stearns Director February 22, 1996
*
Richard G. Tessendorf,Jr. Director February 22, 1996
*
Donald D. Thomas Director February 22, 1996
*
Douglas J. Shierson Director February 22, 1996
*The undersigned attorney-in-fact, by signing his name below,
does hereby sign this Report on Form 10-K on behalf of the
above-named officers and directors pursuant to a power of
attorney executed by such persons and filed with the Securities
and Exchange Commission contemporaneously herewith.
BY: Dennis L. Nemec
Dennis L. Nemec
Attorney-In-Fact
FORM 10-K
EXHIBIT INDEX
Exhibit
Number Exhibit
3.1 Restated Articles of Incorporation of
the Company as amended
3.2 Code of Regulations of the Company
10.1 Description of Incentive Plan of the Company
10.2 Description of Deferred Compensation Plan
of the Company
10.3 Stock Option Plan of the Company
10.4 Employee Stock Ownership and Pension plan
of the Company
10.5 Employee Stock Ownership and Savings Plan
of the Company (401K)
10.6 Pension Make-up Plan of the Company (SERP)
10.7 Form of Change in Control Agreements with
Certain Executive Officers of the Company
13.1 The Company's 1995 Annual Report to Shareholders
Except for the portions of the report expressly
incorporated by reference, the Report is furnished
solely for the information of the Commission
and is not deemed "filed" as part hereof.
18.0 Change in Accounting Principle
The information required by this exhibit is
incorporated herein by reference from
Note 1 of the Consolidated Financial Statements
on pages 35 through 37 of the Company's 1995
Annual Report to Shareholders (See Exhibit 13.1).
20.1 The Company's Proxy Statement dated February 29,
1996 for its 1996 Annual Meeting
The information required by this exhibit is
incorporated herein by reference from the
Company's Proxy Statement dated February 29,
1996, filed with the Securities and
Exchange Commission on February 29, 1996.
21.1 Subsidiaries of the Company
23.1 Consent of Independent Accountants
24.1 Power of Attorney
27.1 Financial Data Schedule