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, 1996
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)
221 South Church Street, Bowling Green, Ohio 43402
(Address of Principal Executive Office) (Zip Code)
(419) 327-6300
(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 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 [ ]
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. [ ]
Based on the closing sales price of February 28, 1997 the
aggregate market value of the voting stock held by nonaffiliates
of the Registrant was approximately $300,187,000.
The number of shares outstanding of the Registrant's common
stock, without par value was 20,966,344 at February 28, 1997.
DOCUMENTS INCORPORATED BY REFERENCE* WHERE INCORPORATED
Annual Report Supplement to Shareholders
for year ended December 31, 1996 Parts II and IV
Definitive Proxy Statement dated
February 21, 1997, for the Annual
Meeting of Shareholders to be held
April 11, 1997, and filed with the
Securities and Exchange Commission
on or about February 21, 1997 Part II
*As stated under various items of this report, only specified
portions of such documents are incorporated by reference herein.
<PAGE 2>
INDEX
10-K
Page
PART I
Item 1. Business ........................................ 3
Item 2. Properties ...................................... 10
Item 3. Legal Proceedings ............................... 11
Item 4. Submission of Matters to a Vote of Security
Holders ......................................... 11
PART II
Item 5. Market for Registrant's Common Stock and Related
Shareholder Matters ............................. 11
Item 6. Selected Financial Data ......................... 11
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations ............. 12
Item 8. Financial Statements and Supplementary Data ..... 12
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure ............. 12
PART III
Item 10. Directors and Executive Officers of Registrant .. 12
Item 11. Executive Compensation .......................... 16
Item 12. Security Ownership of Certain Beneficial Owners
and Management .................................. 16
Item 13. Certain Relationships and Related Transactions .. 16
PART IV
Item 14. Exhibits, Financial Statement Schedules and
Reports on Form 8-K ............................ 17
Signatures ............................................... 20
Exhibit Index ............................................ 22
<PAGE 3>
PART I
Item 1. INFORMATION ABOUT MID AM, INC.
Mid Am, Inc. (the "Company"), a financial services holding
company, has five bank subsidiaries with a total of 89 banking
offices located in western Ohio along the Interstate 75 corridor
and in southern Michigan. The Company also owns seven financial
services subsidiaries which engage in lines of business which are
closely related to banking. Based on total assets as of December
31, 1996, the Company was the 9th largest bank holding company in
Ohio. Through its banking subsidiaries, the Company offers a
wide range of lending, depository, trust, and related financial
services to individual and business customers. Through its
financial services subsidiaries, the Company offers speciality
lending, investment, collection and related financial services to
individual and business customers.
The Holding Company
Mid Am, Inc. is an Ohio corporation and registered bank holding
company, formed in 1988 in conjunction with the affiliation of
Mid American National Bank and Trust Company and First National
Bank Northwest Ohio. The Company's corporate philosophy is to
encourage its subsidiaries to operate as locally-oriented,
community-based financial service affiliates, augmented by
experienced, centralized support from the Company in selected
critical areas. This local market orientation is reflected in
the bank subsidiaries' boards of directors and 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 bank 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. Similarly, the Company's customer base is diverse,
and the Company and its subsidiaries are not dependent upon any
single industry or upon any single customer.
<PAGE 4>
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
in the future through internal business formations or through
non-bank acquisitions.
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 funds 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 bank and non-bank
subsidiaries. The bank and non-bank 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.
The Company's executive offices are located at 221 South Church
Street, Bowling Green, Ohio, and its telephone number is
(419)327-6300.
The Bank Subsidiaries
Mid American National Bank and Trust Company ("Mid Am Bank"),
headquartered in Toledo, Ohio, was formed in 1952 and is the
largest subsidiary of the Company with total assets of $849
million at December 31, 1996. Through its 36 banking centers in
northwest Ohio, Mid Am Bank concentrates primarily on commercial
lending and residential mortgage lending.
First National Bank Northwest Ohio ("First National"),
headquartered in Bryan, Ohio, was founded in 1933 and joined Mid
Am Bank in 1988 with the formation of the Company. First
National is a leading residential mortgage lender in the
northwest corner of Ohio. First National had total assets of
$527 million at December 31, 1996, and operates through 20
banking centers.
<PAGE 5>
American Community Bank, N. A., Lima, Ohio ("AmeriCom"), was
formed in 1992 as a result of the merger of a commercial bank
and a thrift subsidiary of the Company. AmeriCom, with total
assets of $382 million at December 31, 1996, emphasizes
residential mortgage and consumer lending, and serves the west-
central Ohio market through 13 banking centers.
AmeriFirst Bank, N.A., Xenia, Ohio ("AmeriFirst"), was chartered
in 1993 in connection with the conversion of two thrift
subsidiaries of the Company into a national bank subsidiary.
AmeriFirst operated 14 banking centers in the southwestern
portion of Ohio and had total assets of $262 million at December
31, 1996. On February 14, 1997, AmeriFirst completed the sale of
seven of its branches with deposits of approximately $94 million
to another financial institution, and recognized a pre-tax gain
of approximately $8.5 million.
Adrian State Bank ("Adrian") is the Company's Adrian, Michigan
headquartered state-chartered bank, which was acquired by the
Company in 1995. Adrian had total assets of $145 million at
December 31, 1996, and operates 6 banking centers in southeastern
Michigan.
The Financial Services Subsidiaries
Mid Am Recovery Services, Inc. ("MARSI") is the Company's
Florida-based professional recovery services firm, formed in 1996
as a result of the merger of two of the Company's collection
affiliates. MARSI serves various governmental agencies, retail,
insurance and commercial clients primarily in the Southeastern
United States.
MFI Investments Corp., Bryan, Ohio ("MFI") is the Company's
broker/dealer affiliate, which provides its customers investment
services throughout the United States through its 111 registered
representatives. MFI also provides non-depository investment
products to the customers of the Bank Subsidiaries.
Mid Am Credit Corp. ("MACC"), is the Company's specialized
medical financing and leasing unit based in Columbus, Ohio.
Beginning with its formation in 1996, MACC has offered medical
equipment and practice acquisition financing to medical
professionals throughout the United States. MACC intends to sell
substantially all of its financing originations to funding
sources in the secondary market.
Mid Am Financial Services, Inc. ("MAFSI") and its subsidiary
Simplicity Mortgage Consultants, Inc. ("Simplicity") is the
Company's consumer finance company headquartered in Indiana.
<PAGE 6>
MAFSI, formed by the Company in connection with the Company's
1996 acquisition of Simplicity, engages in non-conforming
residential mortgage lending for customers with difficult
financing needs, and sells substantially all of its originations
in the secondary market.
Mid Am Private Trust, N.A. ("MAPT"), Cincinnati, Ohio, was formed
in 1997 as the Company's speciality trust bank subsidiary. MAPT
was created to provide families with substantial financial
resources and individual and corporate trustees a unique approach
to fiduciary services through "insourcing" investment managers
and estate planners. MAPT expects to conduct business on a
nationwide basis.
Mid Am Information Services, Inc. ("MAISI") is the Company's data
processing and operations affiliate which, through its Bowling
Green, Ohio-based facility, provides comprehensive back-room
services and support to all of the Company's affiliates.
Price Range of Common Stock and Dividends
The information contained on page S-3 in Shareholder Information
in the Company's 1997 Proxy Statement and 1996 Annual Report
Supplement is incorporated herein by reference in response to
this item.
Supervision and Regulation
Mid Am Bank, First National, AmeriCom, and AmeriFirst, as
national banking associations, are subject to supervision and
regular examination by the Comptroller of the Currency, and as
members of the Federal Reserve System, are subject to the
applicable provisions of the Federal Reserve Act. Adrian, as a
Michigan State-chartered bank, is subject to supervision and
regular examination by the Michigan Financial Institutions Bureau
and the Federal Deposit Insurance Corp. Adrian is not a member
of the Federal Reserve System. The Company's financial service
subsidiaries are subject to various state and federal regulatory
bodies and licensing agencies. MFI is subject to regulations of
the Securities and Exchange Commission and supervision by the
National Association of Securities Dealers as well as various
state securities and insurance regulatory agencies. MARSI, MAFSI
and MACC are subject to various state licensing requirements and
are subject to the regulations of the Federal Reserve Board. The
Company, as a bank holding company, is subject to supervision and
regular examination by the Federal Reserve System. All banking
subsidiaries of the Company are insured by the Federal Deposit
Insurance Corporation, to the extent provided by law, and as such
<PAGE 7>
are subject to the provisions of the Federal Deposit Insuance
Act.
The Company is subject to the provisions of the Bank Holding
Company Act of 1956, as amended (the "Act"), which requires a
bank holding company to register under the Act and to be subject
to supervision and examination by the Board of Governors of the
Federal Reserve System. As a bank holding company, the Company
is required to file with the Board of Governors an annual report
and such additional information as the Board of Governors may
require pursuant to the Act. The Act requires prior approval by
the Board of Governors of the acqusition by a bank holding
company, or any subsidiary thereof, of 5 percent or more of the
voting stock or substantially all the assets of any bank within
the United States. Prior to the passage of FIRREA, it was not
possible for bank holding companies, such as the Company, to
acquire "healthy" thrift institutions. Although such
acquisitions are now authorized, mergers between bank holding
companies and thrift institutions must be approved by the Federal
Reserve Board and the Office of Thrift Supervision. As a bank
holding company located in the State of Ohio, the Company is not
permitted to acquire a bank or other financial institution
located in another state unless such acquisition is specifically
authorized by the statutes of such state, as is the case in
Michigan. The Act further provides that the Board of Governors
shall not approve any such acquisition that would result in a
monopoly or would be in furtherance of any combination or
conspiracy to monopolize or attempt to monopolize the business of
banking in any part of the United States, or the effect of which
may be to substantially lessen competition or to create a
monopoly in any section of the country, or that in any other
manner would be in restraint of trade, unless the anti-
competitive effects of the proposed transaction are clearly
outweighed in the public interest by the probable effect of the
transaction in meeting the convenience and needs of the community
to be served.
The Act also prohibits a bank holding company, with certain
exceptions, from acquiring 5 percent or more of the voting stock
of any company that is not a bank and from engaging in any
business other than banking or performing services for its
banking subsidiaries without the approval of the Board of
Governors. In addition, the acquisition of a thrift institution
must be approved by the Office of Thrift Supervision pursuant to
the savings and loan holding company provisions of the Home
Owners' Loan Act of 1933, as amended by FIRREA. The Board of
Governors is also authorized to approve, among other things, the
ownership of shares by a bank holding company in any company the
activities of which the Board of Governors has determined to be
so closely related to banking or managing or controlling banks as
<PAGE 8>
to be a proper incident thereto. The Board of Governors has, by
regulation, determined that certain activities, including
mortgage banking, operating small loan companies, factoring,
furnishing certain data processing operations, holding or
operating properties used by banking subsidiaries or acquired for
such furture use, providing certain investment and financial
advice, leasing (subject to certain conditions) real or personal
property, providing management consulting advice to certain
depository institutions, providing securities brokerage services,
arranging commercial real estate equity financing, underwriting
and dealing in government obligations and money market
instruments, providing consumer financial counseling, operating a
collection agency, owning and operating a savings association,
operating a credit bureau and conducting certain real estate
investment activities and acting as insurance agent for certain
types of insurance, are closely related to banking within the
meaning of the Act. It also has determined that certain other
activities, including real estate brokerage and syndication, land
development, and property management, are not related to credit
transactions and are not permissible. Each of the non-banking
activities conducted by the Company through its financial
services affiliates are activities which have been deemed by the
Board of Governors to be closely related to banking within the
meaning of the Act.
The Act and the regulations of the Board of Governors prohibit
banks from engaging in certain tie-in arrangements in connection
with any extension of credit, lease or sale of property, or
furnishing of services. The Act also imposes certain
restrictions upon dealing by affiliated banks with the holding
company and among themselves including restrictions on interbank
borrowing and upon dealings in respect to the securities or
obligations of the holding company or other affiliates.
The earnings of banks, and therefore the earnings of the Company
(and its subsidiaries), are affected by the policies of
regulatory authorities, including the Board of Governors of the
Federal Reserve System. An important function of the Federal
Reserve Board is to regulate the national supply of bank credit
in an effort to prevent recession and to restrain inflation.
Among the procedures used to implement these objectives are open
market operations in U.S. Government securities, changes in the
discount rate on member bank borrowings, and changes in reserve
requirements against member bank deposits.
These procedures are used in varying combinations to influence
overall growth and distribution of bank loans, investments and
deposits, and their use also may affect interest rates charged on
loans or paid for deposits.
<PAGE 9>
Monetary policies of the Federal Reserve Board have had a
significant effect on the operating results of commercial banks
in the past and are expected to continue to do so in the future.
The effect, if any, of such policies upon the future business and
earnings of the Company cannot accurately be predicted.
The Company makes no attempt to predict the effect on its
revenues and earnings of changes in general economic, industrial,
and international conditions or in legislation and governmental
regulations.
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 year's income.
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
<PAGE 10>
operating earnings.
The Company has outstanding 1,007,125 shares of cumulative
convertible preferred stock, series A, which has a dividend
preference feature over the Company's common stock.
According to Federal Reserve Board policy, bank holding companies
are expected to act as a source of financial strength to each
subsidiary bank and to commit resources to support each such
subsidiary. This support may be required at times when a bank
holding company may not be able to provide such support. In the
event of a loss suffered or anticipated by the FDIC - either as a
result of default of a banking or thrift subsidiary of the
Company or related to FDIC assistance provided to a subsidiary in
danger of default - the other banking subsidiaries of the Company
may be assessed for the FDIC's loss, subject to certain
exceptions.
Employees
As of December 31, 1996, the Company and its subsidiaries had
approximately 1,045 full-time and 384 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. The subsidiaries operate 89 banking
centers, of which 72 are owned, 4 are leased from various other
parties and 13 are leased from Bancsites, Inc. ("Bancsites")
under long-term lease agreements. Subsequent to December 31,
1996, the Company sold seven of its branches. 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. Reference is made to
Note 5 of the Notes to Consolidated Financial Statments contained
in the Company's 1997 Proxy Statement and Annual Report
Supplement, which is incorporated herein by reference in response
to this item.
<PAGE 11>
Item 3. LEGAL PROCEEDINGS
The information contained in Note 13 of the Notes to Consolidated
Financial Statements contained in the Company's 1997 Proxy
Statement and 1996 Annual Report Supplement is incorporated
herein by reference in response to this item.
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 contained on page S-3 in Shareholder Information
and the information contained in Note 16 of the Notes to
Consolidated Financial Statements contained in the Company's
1997 Proxy Statement and 1996 Annual Report Supplement is
incorporated herein by reference in response to this item. The
information contained on pages 2 through 4 under the caption
"Election of Directors" in the Company's 1997 Proxy Statment and
1996 Annual Report Supplement is incorporated herein by reference
in response to this item. The Company's common stock is traded
on the NASDAQ National Market System under the symbol "MIAM." At
February 28, 1997, there were approximately 8,250 holders of
record of the Company's common stock.
Item 6. SELECTED FINANCIAL DATA
The information contained on page S-5 under the caption "Mid Am,
Inc. Summary of Financial Data" in the Company's 1997 Proxy
Statement and 1996 Annual Report Supplement is incorporated
herein by reference in response to this item.
<PAGE 12>
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The information contained on pages S-7 through S-26 in the
Company's 1997 Proxy Statement and 1996 Annual Report Supplement
is incorporated herein by reference in response to this item.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information contained on page S-5 and pages S-27 through S-51
in the Company's 1997 Proxy Statement and 1996 Annual Report
Supplement is incorporated herein by reference in response to
this item.
With the exception of the aforementioned information and the
information incorporated in Items 5, 6, 7 and 14, the 1996 Annual
Report Supplement to Shareholders is not to be deemed filed as
part of this report.
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 contained on pages 1 through 4 in the Company's
1997 Proxy Statement and 1996 Annual Report Supplement is
incorporated herein by reference in response to this item. The
information contained on page 12 under the caption " Section
16(a) Beneficial Ownership Compliance" in the Company's 1997
Proxy Statement and 1996 Annual Report Supplement is incorporated
herein by reference in response to this item.
<PAGE 13>
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 57 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 50 President and Chief Operating 1970
Officer of the Company;
formerly Chief Executive
Officer of First National.
Dennis L. Nemec 52 Executive Vice President and 1979
Chief Financial Officer of the
Company; formerly Senior Vice
President/Finance of the Company.
W. Granger Souder 36 Executive Vice President and 1989
General Counsel of the Company;
formerly employed as a securities
attorney in private practice.
Jerry R. Biederman 31 Senior Vice President and 1994
Director of Audit of the Company;
formerly Audit Supervisor of
Society Management Company.
Donald P. Hileman 44 Senior Vice President/Finance 1990
of the Company; formerly
Senior Vice President and Chief
Financial Officer of First National.
Christine Koster 44 Senior Vice President/Training 1989
and Development of the Company;
formerly Vice President/Training
and Development of the Company.
<PAGE 14>
David L. Mead 41 Senior Vice President/Finance; 1995
formerly a Professor at Bluffton
College and Senior Vice President
and Chief Financial Officer of
Mid Am Bank.
Cynthia A. Rossman 40 Senior Vice President/Marketing 1985
and Planning of the Company.
Jeffrey S. Schatz 39 Senior Vice President/Funds 1985
Management of the Company;
formerly Vice President/Finance
and Treasurer of Citizens.
Robin Wooddall 33 Senior Vice President/Human 1992
Resources of the Company;
formerly Vice President/Human
Resources of the Company.
Mark S. Lee 36 Senior Vice President/Marketing 1996
of the Company; formerly Division
Marketing Manager of PepsiCo
Marci L. Klumb 35 Senior Vice President/Associate 1991
General Counsel of the Company;
formerly Vice President/Associate
General Counsel of the Company.
Paul S. Ulrich 45 Senior Vice President/Asset 1996
Quality of the Company;
formerly Vice President and
Chief Credit Officer of
Poughkeepsie Savings Bank.
Patrick A. Kennedy 50 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 46 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.
<PAGE 15>
Cathleen F. Oxner 44 President and Chief Executive 1994
Officer of AmeriCom; formerly a
Plant Manager of Procter and Gamble.
Donald P. Southwick 40 President and Chief Executive 1994
Officer of MAPT; formerly
President of AmeriFirst.
Bernard A. Sikorski 54 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 43 President and Chief Executive 1982
Officer of Mid Am Information
Services, Inc.; formerly Vice
President/Data Processing of
Mid Am Bank.
Mark S. Mandula 40 President and Chief Executive 1994
Officer of MARSI; formerly
Executive Vice President/
Principal-Austin Associates.
Robert M. Gioia 46 President and Chief Executive 1995
Officer of MFI; formerly
First Vice President Regional
Manager of Kirkpatrick and
Pettis Brokerage Company
Robert E. Dorr 55 President and Chief Executive 1996
Officer of MACC; formerly
Senior Vice President of Bank One
Vendor Leasing Division
Donald R. Steele 42 President and Chief Executive 1994
Officer of MAFSI and President
and Chief Executive Officer of
Simplicity; formerly President
of Simplicity Mortgage Consultants
Edward E. Christian 40 President and Chief Executive 1997
Officer of AmeriFirst;
formerly Senior Vice President
of National City Bank/Cleveland
*Includes period in which executive officer was an officer of a
subsidiary or acquired company.
<PAGE 16>
Item 11. EXECUTIVE COMPENSATION
The information contained on pages 5 through 10 under the
captions "Executive Compensation" and "Report on Executive
Compensation" in the Company's 1997 Proxy Statement and 1996
Annual Report Supplement is incorporated herein by reference in
response to this item.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The information contained on pages 1 through 4 under the caption
"Election of Directors" in the Company's 1997 Proxy Statement and
1996 Annual Report Supplement is incorporated herein by reference
in response to this item. The information contained on page 8
under the caption "Beneficial Ownership" in the Company's 1997
Proxy Statement and 1996 Annual Report Supplement is incorporated
herein by reference in response to this item.
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 contained on pages 11 and 12 under the captions
"Transactions with Management" and "Relationships with
Affiliates" in the Company's 1997 Proxy Statement and 1996 Annual
Report Supplement is incorporated herein by reference in response
to this item.
<PAGE 17>
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND
REPORTS ON FORM 8-K
(a) The following documents are filed as part of this report:
Page in 1996 Annual
Report Supplement*
(1) Financial Statements:
Report of Independent Accountants ............... S-27
Consolidated Statement of Condition at
December 31, 1996 and 1995 .................... S-28
Consolidated Statement of Earnings for
the three years ended December 31, 1996 ....... S-29
Consolidated Statement of Changes in
Shareholders' Equity for the three years
ended December 31, 1996 ....................... S-30
Consolidated Statement of Cash Flows for
the three years ended December 31, 1996 ....... S-31
Notes to Consolidated Financial Statements ...... S-32-51**
*Incorporated by reference from the indicated pages of the 1996
Annual Report Supplement to Shareholders. All schedules are
omitted because they are not applicable or the required
information is shown in the financial statements or notes
thereto.
** Subsequent Events Disclosure
(Unaudited) The pending transaction described in Note 2 to the
consolidated financial statements regarding the Company's sale of
seven branches of its AmeriFirst subsidiary has been completed.
In connection with the sale, the Company transferred
approximately $94 million of deposits to the purchaser and
certain real estate and equipment. The Company realized a
pre-tax gain of approximately $8.5 million on the branch sales
which will be included in the results of operations in the first
quarter of 1997.
<PAGE 18>
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 Description of Employee Stock Ownership and
Pension Plan of the Company
10.5 Description of 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
11.1 Statement Re: Computation of Per Share Earnings
13.1 The Company's 1996 Annual Report Supplement
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 S-32 through S-35 of the Company's
1996 Annual Report Supplement to Shareholders.
(See Exhibit 13.1)
20.1 The Company's Proxy Statement dated February 21,
1997 for its 1997 Annual Meeting
The information required by this exhibit is
incorporated herein by reference from the
Company's Proxy Statment dated February 21,
1997, filed with the Securities and
Exchange Commission on February 21, 1997.
21.1 Subsidiaries of the Company
23.1 Consent of Independent Accountants
24.1 Power of Attorney
27.1 Financial Data Schedule
<PAGE 19>
(b) Reports on Form 8-K
The Company filed a report on Form 8-K with the Commission as of
December 4, 1996, describing the definitive agreement to sell
seven branches of the Company's AmeriFirst subsidiary.
The Company filed a report on Form 8-K with the Commission as of
December 30, 1996, describing the sale of substantially all of
the Company's credit card balances.
The Company filed a report on Form 8-K with the Commission as of
February 19, 1997, describing the completion of the sale of the
seven branches of the Company's AmeriFirst subsidiary.
<PAGE 20>
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 duly authorized on March 13, 1997.
MID AM, INC.
BY: /s/ David R. Francisco
David R. Francisco
President and C.O.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. March 13, 1997
David R. Francisco Director/President/C.O.O.
Dennis L. Nemec Exec. Vice Pres./C.F.O.
*
Gerald D. Aller Director March 13, 1997
*
James F. Bostdorff Director March 13, 1997
*
David A. Bryan Director March 13, 1997
*
Wayne E. Carlin Director March 13, 1997
*
D. James Hilliker Director March 13, 1997
*
Harry G. Kessler Director March 13, 1997
*
Walter L. Lamb,Jr. Director March 13, 1997
<PAGE 21>
*
James E. Laughlin Director March 13, 1997
*
Marilyn O. McAlear Director March 13, 1997
*
Thomas S. Noneman Director March 13, 1997
*
Emerson J. Ross,Jr. Director March 13, 1997
*
Douglas J. Shierson Director March 13, 1997
C. Gregory Spangler Director
*
Jerry L. Staley Director March 13, 1997
Robert E. Stearns Director
*
Richard G. Tessendorf,Jr. Director March 13, 1997
*
Donald D. Thomas Director March 13, 1997
*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: /s/ David R. Francisco
David R. Francisco
Attorney-In-Fact
<PAGE 22>
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 Description of Employee Stock Ownership and
Pension Plan of the Company
10.5 Description of 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
11.1 Statement Re: Computation of Per Share Earnings
13.1 The Company's 1996 Annual Report Supplement
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 S-32 through S-35 of the Company's
1996 Annual Report Supplement to Shareholders.
(See Exhibit 13.1)
20.1 The Company's Proxy Statement dated February 21,
1997 for its 1997 Annual Meeting
The information required by this exhibit is
incorporated herein by reference from the
Company's Proxy Statement dated February 21,
1997, filed with the Securities and
Exchange Commission on February 21, 1997.
21.1 Subsidiaries of the Company
23.1 Consent of Independent Accountants
24.1 Power of Attorney
27.1 Financial Data Schedule