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, 1997
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)
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, 1998 the
aggregate market value of the voting stock held by nonaffiliates
of the Registrant was approximately $540,403,000.
<PAGE 2>
The number of shares outstanding of the Registrant's common
stock, without par value was 23,556,371 at February 28, 1998.
DOCUMENTS INCORPORATED BY REFERENCE* WHERE INCORPORATED
Annual Report Supplement to Shareholders
for year ended December 31, 1997 Parts II and IV
Definitive Proxy Statement dated
March 4, 1998, for the Annual
Meeting of Shareholders to be held
April 24, 1998, and filed with the
Securities and Exchange Commission
on or about March 4, 1998 Part II
*As stated under various items of this report, only specified
portions of such documents are incorporated by reference herein.
<PAGE 3>
INDEX
10-K
Page
PART I
Item 1. Business ........................................ 4
Item 2. Properties ...................................... 10
Item 3. Legal Proceedings ............................... 10
Item 4. Submission of Matters to a Vote of Security
Holders ......................................... 10
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 ............. 11
Item 8. Financial Statements and Supplementary Data ..... 11
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 .......................... 15
Item 12. Security Ownership of Certain Beneficial Owners
and Management .................................. 15
Item 13. Certain Relationships and Related Transactions .. 16
PART IV
Item 14. Exhibits, Financial Statement Schedules and
Reports on Form 8-K ............................ 16
Signatures ............................................... 18
Exhibit Index ............................................ 20
<PAGE 4>
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 80 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, 1997, the Company was the 11th 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, trust, 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, investment
activities, 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,
<PAGE 5>
and the Company and its subsidiaries are not dependent upon any
single industry or upon any single customer.
Mid Am, Inc.'s strategic plan includes expansion, market
diversification and growth of its fee-based income through
internal business formations, internal growth and through
acquisitions of financial institutions, branches and financial
service businesses. 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.
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 those 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 $924
million at December 31, 1997. Through its 37 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
$529 million at December 31, 1997, and operates through 18
banking centers.
<PAGE 6>
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 $378 million at December 31, 1997, 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 operates 6 banking centers in the southwestern
portion of Ohio and had total assets of $196 million at December
31, 1997.
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 $169 million at
December 31, 1997, 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 150 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 Carmel,
Indiana. 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
<PAGE 7>
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 under the caption "SHAREHOLDER
INFORMATION" on page S-3 of the Company's 1997 Annual Report
Supplement is incorporated herein by reference in response to
this item.
Supervision and Regulation
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 the regulations of the Board of Governors of the Federal
Reserve System. Pursuant to Federal Reserve policy, the Company
is expected to act as a source of financial strength to each
subsidiary bank and to commit resources to support such banks.
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 more than five percent (5%) of the voting stock or
substantially all the assets of any bank within the United
States.
The Act also prohibits a bank holding company, with certain
exceptions, from acquiring more than five percent (5%) of the
voting stock of any company that is not a bank and from engaging
in any business other than banking or managing or controlling
banks. 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 to be a proper incident thereto.
The Board of Governors has, by regulation, determined that
<PAGE 8>
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 future 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 bank eligilbe
securities, 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.
On September 29, 1994, President Clinton signed the Riegle-Neal
Interstate Banking and Branching Efficiency Act of 1994
(Interstate Act). The Interstate Act generally permits
nationwide interstate banking and branching commencing September
29, 1995. After such time, an "adequately capitalized" and "well
managed" bank holding company may acquire a bank in any state,
subject to certain concentration limitations. After June 1,
1997, interstate bank holding companies could consolidate banks
owned in multiple states into a single branch network, or acquire
out-of-state banks as branches. De novo interstate branching is
not authorized by the Interstate Act, but states may specifically
authorize it. States may also limit the acquisition of newly-
formed banks for a period of up to five years to restrict
effective de novo branching.
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
<PAGE 9>
are statutory and regulatory requirements applicable to the
payment of dividends by subsidiary banks as well as by the
Company to its shareholders.
Mid Am Bank, First National, AmeriCom and AmeriFirst, as national
banking associations, are subject to supervision and regular
examination by the Office of the Comptroller of the Currency
(OCC), 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 Corporation. 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 Federal Reserve Board, 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
are subject to the provisions of the Federal Deposit Insurance
Act.
Each national banking association is required by federal law to
obtain the prior approval of the 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
<PAGE 10>
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.
Employees
As of December 31, 1997, the Company and its subsidiaries had
approximately 1,217 full-time and 397 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 bank subsidiaries operate 80
banking centers, of which 63 are owned, 4 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. Also, the
information contained in Note 5 "Bank Premises and Equipment" on
page S-39 of the Company's 1997 Annual Report Supplement is
incorporated herein by reference in response to this item.
Item 3. LEGAL PROCEEDINGS
The information contained in Note 13 "Commitments and
Contingencies" on page S-46 of the Company's 1997 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.
<PAGE 11>
PART II
Item 5. MARKET FOR THE REGISTRANT'S COMMON STOCK
AND RELATED SHAREHOLDER MATTERS
The information contained under the caption "SHAREHOLDER
INFORMATION" on page S-3 and the information contained in Note 16
"Regulatory Matters" on pages S-48 through S-50 of the Company's
1997 Annual Report Supplement is incorporated herein by reference
in response to this item. The information contained under the
caption "ELECTION OF DIRECTORS" on pages 1 through 4 of the
Company's 1998 Proxy Statment filed with the Securities and
Exchange Commission on March 4, 1998 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, 1998, there were approximately 8,408
holders of record of the Company's common stock.
Item 6. SELECTED FINANCIAL DATA
The information contained under the caption "MID AM, INC. SUMMARY
OF FINANCIAL DATA" on page S-6 of the Company's 1997 Annual
Report Supplement is incorporated herein by reference in response
to this item.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The information contained under the caption "MANAGEMENT'S
DISCUSSION AND ANALYSIS AND STATISTICAL INFORMATION" on pages S-7
through S-26 of the Company's 1997 Annual Report Supplement
is incorporated herein by reference in response to this item.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information contained under the caption "MID AM, INC.
SELECTED QUARTERLY DATA" on page S-5 and the audited financial
statements contained on pages S-27 through S-52 of the Company's
1997 Annual Report Supplement is incorporated herein by reference
in response to this item.
<PAGE 12>
With the exception of the aforementioned information and the
information incorporated in Items 5, 6, 7 and 14, the Company's
1997 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 under the captions "ELECTION OF
DIRECTORS" on pages 1 through 4 and "SECTION 16(a) BENEFICIAL
OWNERSHIP REPORTING COMPLIANCE" on page 13 of the Company's 1998
Proxy Statement filed with the Securities and Exchange Commission
on March 4, 1998, is incorporated herein by reference in response
to this item.
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 58 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 51 President and Chief Operating 1970
Officer of the Company;
formerly Chief Executive
Officer of First National.
<PAGE 13>
Dennis L. Nemec 53 Executive Vice President and 1979
Chief Financial Officer of the
Company; formerly Senior Vice
President/Finance of the Company.
W. Granger Souder 37 Executive Vice President and 1989
General Counsel of the Company;
formerly employed as a securities
attorney in private practice.
Jerry R. Biederman 32 Senior Vice President and 1994
Director of Audit of the Company;
formerly Audit Supervisor of
Society Management Company.
Donald P. Hileman 45 Senior Vice President/Finance 1990
of the Company; formerly
Senior Vice President and Chief
Financial Officer of First National.
Marci L. Klumb 36 Senior Vice President/Associate 1991
General Counsel of the Company;
formerly Vice President/Associate
General Counsel of the Company.
Christine Koster 45 Senior Vice President/Training 1989
and Development of the Company;
formerly Vice President/Training
and Development of the Company.
Mark S. Lee 37 Senior Vice President/Marketing 1996
of the Company; formerly Division
Marketing Manager of PepsiCo.
David L. Mead 42 Senior Vice President/Finance; 1995
formerly a Professor at Bluffton
College and Senior Vice President
and Chief Financial Officer of
Mid Am Bank.
John R. Reisner 42 Senior Vice President/Corporate 1991
Compliance of the Company;
formerly Vice President/Corporate
Compliance of the Company.
Cynthia A. Rossman 41 Senior Vice President/Marketing 1985
and Planning of the Company.
<PAGE 14>
Jeffrey S. Schatz 40 Senior Vice President/Funds 1985
Management of the Company;
formerly Vice President/Finance
and Treasurer of Citizens Loan
and Building Company.
Paul S. Ulrich 46 Senior Vice President/Asset 1996
Quality of the Company;
formerly Vice President and
Chief Credit Officer of
Poughkeepsie Savings Bank.
Robin Wooddall 34 Senior Vice President/Human 1992
Resources of the Company;
formerly Vice President/Human
Resources of the Company.
James C. Burkhart 44 President and Chief Executive 1982
Officer of Mid Am Information
Services, Inc.; formerly Vice
President/Data Processing of
Mid Am Bank.
James F. Burwell 47 President and Chief Executive 1980
Officer of First National;
formerly President and Chief
Operating Officer of First
National.
Edward E. Christian 41 President and Chief Executive 1997
Officer of AmeriFirst;
formerly Senior Vice President
of National City Bank.
Lee J. Cieslak 58 President and Chief Executive 1998
Officer of MARSI; formerly
Chairman and Chief Executive
Officer of First of America Bank.
Robert E. Dorr 56 President and Chief Executive 1996
Officer of MACC; formerly
Senior Vice President of Bank One
Vendor Leasing Division.
Robert M. Gioia 47 President and Chief Executive 1995
Officer of MFI; formerly
First Vice President Regional
Manager of Kirkpatrick and
Pettis Brokerage Company.
<PAGE 15>
Patrick A. Kennedy 51 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.
Cathleen F. Oxner 45 President and Chief Executive 1994
Officer of AmeriCom; formerly a
Plant Manager of Procter and Gamble.
Bernard A. Sikorski 55 President and Chief Executive 1995
Officer of Adrian State Bank;
formerly Executive Vice President
and Director of Marketing of
Banc One Mortgage Corporation.
Donald P. Southwick 41 President and Chief Executive 1994
Officer of MAPT; formerly
President of AmeriFirst.
Donald R. Steele 43 President and Chief Executive 1994
Officer of MAFSI and President
and Chief Executive Officer of
Simplicity; formerly President
of Simplicity Mortgage Consultants.
*Includes period in which executive officer was an officer of a
subsidiary or acquired company.
Item 11. EXECUTIVE COMPENSATION
The information contained under the captions "EXECUTIVE
COMPENSATION" and "REPORT ON EXECUTIVE COMPENSATION" on pages 6
through 11 of the Company's 1998 Proxy Statement filed with the
Securities and Exchange Commission on March 4, 1998, is
incorporated herein by reference in response to this item.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The information contained under the captions "ELECTION OF
DIRECTORS" on pages 1 through 4, "SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS" on page 4 and "EXECUTIVE COMPENSATION,
Beneficial Ownership" on page 7 of the Company's 1998 Proxy
<PAGE 16>
Statement filed with the Securities and Exchange Commission on
March 4, 1998, 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 under the captions "TRANSACTIONS
WITH MANAGEMENT" and "RELATIONSHIPS WITH AFFILIATES" on pages 12
and 13 of the Company's 1998 Proxy Statement filed with the
Securities and Exchange Commission on March 4, 1998, is
incorporated herein by reference in response to this item.
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 1997 Annual
Report Supplement*
(1) Financial Statements:
Report of Independent Accountants ............... S-27
Consolidated Statement of Condition at
December 31, 1997 and 1996 .................... S-28
Consolidated Statement of Earnings for
the three years ended December 31, 1997 ....... S-29
Consolidated Statement of Changes in
Shareholders' Equity for the three years
ended December 31, 1997 ....................... S-30
Consolidated Statement of Cash Flows for
the three years ended December 31, 1997 ....... S-31
Notes to Consolidated Financial Statements ...... S-32-52
*Incorporated by reference from the indicated pages of the 1997
Annual Report Supplement. All schedules are omitted because they
are not applicable or the required information is shown in the
financial statements or notes thereto.
<PAGE 17>
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 Incentive Plans of the Company
10.2 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 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 1997 Annual Report Supplement
18.0 Change in Accounting Principle
20.1 The Company's Proxy Statement dated March 4, 1998
for its 1998 Annual Meeting
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
Not applicable.
<PAGE 18>
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.
MID AM, INC.
BY: /s/ David R. Francisco
David R. Francisco
President and C.O.O.
March 27, 1998
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. January 15, 1998
David R. Francisco Director/President/C.O.O.
Dennis L. Nemec Exec. Vice Pres./C.F.O.
*
Gerald D. Aller Director January 15, 1998
*
James F. Bostdorff Director January 15, 1998
David A. Bryan Director
*
Wayne E. Carlin Director January 15, 1998
*
D. James Hilliker Director January 15, 1998
<PAGE 19>
*
Walter L. Lamb,Jr. Director January 15, 1998
James E. Laughlin Director
*
Marilyn O. McAlear Director January 15, 1998
*
Thomas S. Noneman Director January 15, 1998
*
Emerson J. Ross,Jr. Director January 15, 1998
*
Douglas J. Shierson Director January 15, 1998
C. Gregory Spangler Director
*
Jerry L. Staley Director January 15, 1998
Robert E. Stearns Director
*
Richard G. Tessendorf,Jr. Director January 15, 1998
*
Donald D. Thomas Director January 15, 1998
*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 20>
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 Incentive Plans of the Company
The information required by this exhibit is
incorporated herein by reference from the information
contained under the captions "REPORT ON EXECUTIVE
COMPENSATION, Annual Incentive Compensation" on pages
9 and 10 and "EXECUTIVE COMPENSATION, Employment
Contracts and Change in Control Agreements, Employment
Contracts" on page 8 of the Company's 1998 Proxy
Statement filed with the Securities and Exchange
Commission on March 4, 1998.
10.2 Deferred Compensation Plan of the Company
10.3 Stock Option Plan of the Company
The information required by this exhibit is
incorporated herein by reference from the information
contained in EXHIBIT 10.3 "Stock Option Plan of the
Company" of the Company's 1996 Form 10-K filed with the
Securities and Exchange Commission on March 13, 1997.
The information required by this exhibit is
incorporated herein by reference from the information
contained under the caption "Annex 1, AMENDED AND
RESTATED MID AM, INC. 1997 STOCK OPTION PLAN" of the
Company's 1998 Proxy Statement filed with the
Securities and Exchange Commission on March 4, 1998.
10.4 Employee Stock Ownership and Pension Plan of the Company
The information required by this exhibit is
incorporated herein by reference from the information
contained in EXHIBIT 10.4 "Employee Stock Ownership
and Pension Plan of the Company" of the Company's
1995 Form 10-K filed with the Securities and Exchange
Commission on April 1, 1996.
10.5 Employee Stock Ownership and Savings Plan of the
Company (401K)
The information required by this exhibit is
incorporated herein by reference from the information
contained in EXHIBIT 10.5 "Employee Stock Ownership
and Savings Plan of the Company (401K)" of the
Company's 1995 Form 10-K filed with the Securities and
Exchange Commission on April 1, 1996.
<PAGE 21>
10.6 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 1997 Annual Report Supplement.
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 the information
contained in Note 1 "Accounting Policies" on pages S-32
through S-35 of the Company's 1997 Annual Report
Supplement. (See Exhibit 13.1)
20.1 The Company's Proxy Statement dated March 4, 1998
for its 1998 Annual Meeting.
The information required by this exhibit is
incorporated herein by reference from the information
contained in the Company's 1998 Proxy Statment
filed with the Securities and Exchange Commission
on March 4, 1998.
21.1 Subsidiaries of the Company
23.1 Consent of Independent Accountants
24.1 Power of Attorney
27.1 Financial Data Schedule