AMB
FINANCIAL CORP.
March 21, 2003
Dear Fellow Stockholder:
On behalf of the Board of Directors and management of AMB Financial Corp.,
we cordially invite you to attend the annual meeting of stockholders. The annual
meeting will be held at 10:30 a.m. central time on April 23, 2003 at our main
office located at 8230 Hohman Avenue, Munster, Indiana.
In addition to the election of two directors, stockholders are also being
asked to ratify the appointment of Cobitz, Vandenberg & Fennessy as independent
auditors. The Board of Directors unanimously recommends that you vote FOR the
election of the nominees for director as well as the ratification of the
appointment of Cobitz, Vandenberg & Fennessy.
We encourage you to attend the meeting in person. Whether or not you
attend the meeting, please read the enclosed proxy statement and then complete,
sign and date the enclosed proxy card and return it in the postage prepaid
envelope provided as promptly as possible. This will save us the additional
expense in soliciting proxies and will ensure that your shares are represented.
Please note that you may vote in person at the meeting even if you have
previously returned the proxy.
Thank you for your attention to this important matter.
Sincerely,
CLEMENT B. KNAPP, JR.
President and Chief Executive Officer
AMB
FINANCIAL CORP.
8320 Hohman Avenue
Munster, Indiana 46321-1579
(219) 836-5870
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be Held on April 23, 2003
Notice is hereby given that the annual meeting of stockholders of AMB
Financial Corp. will be held at our main office located at 8230 Hohman Avenue,
Munster, Indiana, at 10:30 a.m., central time, on April 23, 2003.
A proxy card and a proxy statement for the meeting are enclosed.
The annual meeting is for the purpose of considering and acting upon:
Proposal I. The election of two directors of AMB Financial, each
with a term of three years;
Proposal II. The ratification of the appointment of Cobitz,
Vandenberg & Fennessy as the independent auditors for
AMB Financial for the fiscal year ending December 31,
2003; and
such other matters as may properly come before the annual meeting, or any
adjournments or postponements thereof. We are not aware of any other business to
come before the annual meeting.
Any action may be taken on any one of the foregoing proposals at the
annual meeting on the date specified above, or on any date or dates to which the
annual meeting may be adjourned or postponed. Stockholders of record at the
close of business on March 11, 2003 are the stockholders entitled to vote at the
annual meeting and any adjournments or postponements thereof.
You are requested to complete and sign the enclosed form of proxy, which
is solicited on behalf of the Board of Directors, and to mail it promptly in the
enclosed envelope. Your proxy will not be used if you attend and vote at the
annual meeting in person.
BY ORDER OF THE BOARD OF DIRECTORS
Clement B. Knapp, Jr.
Chairman of the Board, President and
Chief Executive Officer
Munster, Indiana
March 21, 2003
================================================================================
IMPORTANT: The prompt return of proxies will save us the expense of
further requests for proxies to ensure a quorum at the annual meeting.
A self-addressed envelope is enclosed for your convenience.
No postage is required if mailed within the United States.
================================================================================
PROXY STATEMENT
AMB
FINANCIAL CORP.
8320 Hohman Avenue
Munster, Indiana 46321-1579
(219) 836-5870
ANNUAL MEETING OF STOCKHOLDERS
April 23, 2003
The Board of Directors of AMB Financial Corp., which we refer to as the
company or AMB Financial, is using this proxy statement to solicit proxies from
the holders of AMB Financial common stock for use at our annual meeting of
stockholders. We are first mailing this proxy statement and the enclosed form of
proxy to our stockholders on or about March 24, 2003.
Certain of the information provided herein relates to our wholly owned
subsidiary, American Savings FSB, which we refer to as American Savings or the
Bank.
Time and Place of the Annual Meeting; Matters to be Considered
Our annual meeting will be held as follows:
Date: April 23, 2003
Time: 10:30 a.m., Central Time
Place: Main office of AMB Financial Corp.
8320 Hohman Avenue
Munster, Indiana
At the annual meeting, stockholders are being asked to consider and vote
upon the following proposals:
o the election of two directors of AMB Financial, each with a
term of three years;
o the ratification of the appointment of Cobitz, Vandenberg &
Fennessy as AMB Financial's independent auditors for the
fiscal year ending December 31, 2003; and
any other matters that may properly come before the annual meeting. As of the
date of this proxy statement, we are not aware of any other business to be
presented for consideration at the annual meeting.
Voting Rights of Stockholders; Required Vote for Approval
Only holders of record of AMB Financial common stock on March 11, 2003 are
entitled to notice of and to vote at the annual meeting. You are entitled to one
vote for each share of AMB Financial common stock you own as of the record date.
On March 11, 2003, 765,063 shares of AMB Financial common stock were outstanding
and entitled to vote at the annual meeting.
Directors shall be elected by a plurality of the votes present in person
or represented by proxy at the annual meeting and entitled to vote on the
election of directors. In all matters other than the election of directors, the
affirmative vote of the majority of shares present in person or represented by
proxy at the annual meeting and entitled to vote on the matter shall be the act
of the stockholders. Proxies marked to abstain with respect to a proposal other
than the election of directors have the same effect as votes against the
proposal. Broker non-votes have no effect on the vote. One-third of the shares
of the AMB Financial common stock, present in person or represented by proxy,
shall constitute a quorum for purposes of the annual meeting. Abstentions and
broker non-votes are counted for purposes of determining a quorum.
1
The AMB Financial Board of Directors unanimously recommends that you vote
"FOR" the election of each of the Board of Directors' nominees and "FOR" the
proposal to ratify Cobitz, VandenBerg & Fennessy as AMB Financial's independent
auditors for the fiscal year ending December 31, 2003.
Voting of Proxies; Revocability of Proxies; Proxy Solicitation Costs
Proxies are solicited to provide all stockholders of record on the voting
record date an opportunity to vote on matters scheduled for the annual meeting
and described in these materials. Shares of AMB Financial common stock can only
be voted if the stockholder is present in person at the annual meeting or by
proxy. To ensure your representation at the annual meeting, we recommend you
vote by proxy even if you plan to attend the annual meeting. You can always
change your vote at the annual meeting if you are a record holder or have
appropriate authorization from the record holder.
Voting instructions are included on your proxy card. Shares of AMB
Financial common stock represented by properly executed proxies will be voted by
the individuals named in such proxy in accordance with the stockholder's
instructions. Where properly executed proxies are returned to us with no
specific instruction as to how to vote at the annual meeting, the persons named
in the proxy will vote the shares FOR the election of each of the Board of
Directors' nominees and FOR ratification of the appointment of Cobitz,
Vandenberg & Fennessy as our independent auditors for the fiscal year ending
December 31, 2003. Should any other matters be properly presented at the annual
meeting for action, the persons named in the enclosed proxy and acting
thereunder will have the discretion to vote on these matters in accordance with
their best judgment.
You may receive more than one proxy card depending on how your shares are
held. For example, you may hold some of your shares individually, some jointly
with your spouse and some in trust for your children -- in which case you will
receive three separate proxy cards to vote.
You may revoke your proxy before it is voted by: (i) submitting a new
proxy with a later date relating to the same shares and delivering it to the
Secretary of AMB Financial; (ii) notifying the Secretary of AMB Financial in
writing before the annual meeting that you have revoked your proxy; or (iii)
voting in person at the annual meeting. Any written notice shall be delivered to
Denise L. Knapp, Secretary of AMB Financial at 8320 Hohman Avenue, Munster,
Indiana 46321-1579.
If you plan to attend the annual meeting and wish to vote in person, we
will give you a ballot at the annual meeting. However, if your shares are held
in the name of your broker, bank or other nominee, you must bring appropriate
documents from the nominee indicating that you were the beneficial owner of AMB
Financial common stock and authorizing you to vote the shares on March 11, 2003,
the record date for voting at the annual meeting, and stating the number of
shares held by the nominee on your behalf.
If you participate in our Employee Stock Ownership Plan ("ESOP") you will
receive a voting instruction form that reflects all shares you may vote under
the plan to which the form relates. Under the terms of the ESOP, all shares held
in the ESOP are voted by the ESOP trustees, but each participant in the ESOP may
direct the trustees how to vote the shares of Company common stock allocated to
his or her ESOP account. Unallocated shares of Company common stock held by the
ESOP Trust and allocated shares for which no timely voting instructions are
received will be voted by the ESOP trustees in the same proportion as shares for
which the trustees have received voting instructions, subject to the exercise of
their fiduciary duties.
We will pay the cost of soliciting proxies. In addition to this mailing,
our directors, officers and employees may also solicit proxies personally,
electronically or by telephone. We will also reimburse brokers and other
nominees for their reasonable expenses in sending these materials to you and
obtaining your voting instructions.
Voting Securities and Principal Holders Thereof
The following table sets forth as of March 11, 2003, information regarding
share ownership of: (i) those persons or entities known by management to
beneficially own more than five percent of the common stock; (ii) each executive
officer of AMB Financial named in the Summary Compensation table appearing under
"Executive Compensation" below; (iii) each member of the AMB Financial Board of
Directors; and (iv) all directors and executive officers of AMB Financial as a
group.
2
The address of each of the beneficial owners, except where otherwise
indicated, is the same address as AMB Financial.
Shares
Beneficially
Owned at Percent
Beneficial Owner March 11, 2003 of Class
---------------- -------------- --------
AMB Financial Corp. Employee Stock Ownership Plan
8230 Hohman Avenue
Munster, Indiana 125,532(1) 16.41%
Tontine Financial Partners L.P., Tontine Management L.L.C. and
Jeffrey L. Gendell
237 Park Avenue
Ninth Floor
New York, New York 10017 52,150(2) 6.82
Clement B. Knapp, Jr. 126,803(3) 15.45
Louis A. Green 44,158(4) 5.65
Daniel T. Poludniak 41,335(5) 5.31
Ronald W. Borto 34,902(6) 4.51
Donald L. Harle 26,052(6) 3.37
John C. McLaughlin 11,067(6) 1.43
John G. Pastrick 15,102(6) 1.95
Robert E. Tolley 19,902(6) 2.57
Directors, director emeritus and executive officers,
as a group (12 persons) 364,862(7) 39.87
(1) The amount reported represents shares held by the ESOP, 85,170 shares of
which have been allocated to accounts of participants. Home Federal
Savings Bank, the trustee of the ESOP, may be deemed to beneficially own
the shares held by the ESOP which have not been allocated to accounts of
participants. Participants in the ESOP are entitled to instruct the
trustee as to the voting of shares allocated to their accounts under the
ESOP. Unallocated shares held in the ESOP's suspense account or allocated
shares for which no voting instructions are received are voted by the
trustee in the same proportion as allocated shares voted by participants.
(2) Based on information in a Schedule 13D, dated December 16, 2002 filed by
Tontine Financial Partners, L.P., Tontine Management L.L.C. and Jeffrey L.
Gendell. Tontine Financial Partners, L.P., Tontine Management L.L.C. and
Jeffrey L. Gendell reported shared voting and dispositive power of all
52,150 shares.
(3) Includes 17,616 shares allocated under the ESOP, options to purchase
42,154 shares pursuant to the Company's stock option plan, and 29,549
shares beneficially owned by Mrs. Knapp (including options to purchase
13,849 shares).
(4) Includes 12,062 shares allocated under the ESOP and options to purchase
16,861 shares pursuant to the company's stock option plan.
(5) Includes 10,655 shares allocated under the ESOP and options to purchase
13,489 shares pursuant to the Company's stock option plan.
(6) Includes options to purchase 8,430 shares which each director has the
right to acquire pursuant to the Stock Option Plan.
(7) Includes shares held directly, as well as shares held in retirement
accounts, shares allocated to the ESOP accounts of certain of the named
persons, vested stock options, held by certain members of the named
individuals' families, or held by trusts of which the named individual is
a trustee or substantial beneficiary, with respect to which the named
individuals may be deemed to have sole voting and investment power.
3
PROPOSAL I - ELECTION OF DIRECTORS
Our Board of Directors is composed of six members, each of whom is also a
director of American Savings Directors are generally elected to serve for a
three-year term or until their respective successors shall have been elected and
shall qualify. One-third of the directors are elected annually.
The following table sets forth certain information regarding the
composition of our Board of Directors, including their terms of office and
nominees for election as directors. It is intended that the proxies solicited on
behalf of the Board of Directors (other than proxies in which the vote is
withheld as to one or more nominees) will be voted at the annual meeting for the
election of the nominees identified in the following table. If any nominee is
unable to serve, the shares represented by all such proxies will be voted for
the election of such substitute as the Board of Directors may recommend. At this
time, the Board of Directors knows of no reason why any of the nominees might be
unable to serve, if elected. There are no arrangements or understandings between
any director or nominee and any other person pursuant to which such director or
nominee was selected.
Director Term to
Name Age Position(s) Held Since(1) Expire
- -------------------------------------------------------------------------------------------------
NOMINEES
Clement B. Knapp, Jr. 61 Chairman of the Board, President and 1970 2006
Chief Executive Officer
Donald L. Harle 64 Director 1995 2006
DIRECTORS CONTINUING IN OFFICE
John G. Pastrick 71 Director 1979 2005
Robert E. Tolley 65 Director 1987 2005
Ronald W. Borto 55 Director 1986 2004
John C. McLaughlin 74 Director 1979 2004
- ----------
(1) Includes service as a director of American Savings.
The business experience of each director and director nominee is set forth
below. All directors have held their present positions for at least the past
five years.
John G. Pastrick. Mr. Pastrick retired in April 1995 as Director of Sales
for the Environmental Construction Company, a position he held since 1991. For
the prior 20 years he served as Vice President of Welsh Oil Company. He is an
active member in several trade organizations and community organizations.
Robert E. Tolley. Mr. Tolley is President of RHET Engineering LLC located
in Highland, Indiana and Consultant for Superior Engineering LLC located in
Hammond, Indiana. He earned both his B.S.M.E. and M.S.M.E. degrees from Purdue
University. Mr. Tolley is also active in several community organizations.
Clement B. Knapp, Jr. Mr. Knapp has served as Chairman of the Board,
President and Chief Executive Officer of American Savings Bank since 1977 and
has acted in all of such capacities with AMB Financial since its incorporation
in 1993. Since joining the American Savings in 1968 he has served in various
capacities and attended many banking schools and seminars. He is a graduate of
Georgetown University and Indiana University/Indianapolis Law School. Mr. Knapp
is also active in several community organizations. Mr. Knapp is the husband of
Denise L. Knapp, Secretary of American Savings Bank.
Donald L. Harle. Mr. Harle is the President and Chief Executive Officer of
Mid-America Mailers, Inc., a company he co-founded in 1969. He has been in the
direct mail business since he graduated from Indiana University in 1960. He is
active in the direct mail professional associations, as well as the American Red
Cross, Boy Scouts and the Hammond Chamber of Commerce.
4
Ronald W. Borto. Mr. Borto is a certified public accountant and managing
partner for the accounting firm of Borto and Borto located in Schererville,
Indiana. He received his B.S. in Accounting Degree from Indiana University in
1969. Mr. Borto has also served on the Boards of Directors of Southlake
Community Mental Health Center and Youche Country Club.
John C. McLaughlin. Mr. McLaughlin has been retired since 1986. Prior to
his retirement, Mr. McLaughlin was a real estate developer and apartment complex
owner in Hammond, Indiana. He has also served on the Board of Directors of
Woodmar Country Club.
Director Emeritus
We currently have one director emeritus. William J. Fitzpatrick, M.D. was
formerly a director of AMB Financial and American Savings Bank and retired as
such in December 1995, and was appointed as a director emeritus. Dr. Fitzpatrick
was in the private practice of surgery for 35 years, prior to retiring in 1991.
He is presently a self-employed health care consultant. He has served on various
Boards of Directors, including the Associated Group, Blue Cross/Blue Shield of
Indiana and Kentucky and the Community Hospital in Munster, Indiana.
Board of Directors' Meetings and Committees
AMB Financial. AMB Financial's Board of Directors meets monthly. The Board
of Directors met 12 times during the year ended December 31, 2002. During
calendar year 2002, no director attended fewer than 75% of the aggregate of the
total number of Board meetings and the total number of meetings held by the
committees of the Board of Directors on which he served. We have standing audit,
compensation and nominating committees.
The Audit Committee, composed of Directors Harle, Pastrick and Borto,
appoints and oversees AMB Financial's independent auditors, reviews AMB
Financial's annual audited and quarterly financial statements, considers the
auditor's reports on AMB Financial's internal controls and establishes and
maintains a procedure for confidential complaints regarding accounting matters.
This committee met four times during the fiscal ended December 31, 2002. Each
member of the Audit Committee is "independent" as defined under the National
Association of Securities Dealers listing standards for the Nasdaq Small Cap
Market. The company's Board of Directors has adopted a written charter for the
Audit Committee, a copy of which is attached hereto as Exhibit A. The Audit
Committee has issued the following report for the year ended December 31, 2002:
o The Audit Committee has reviewed and discussed with management the
company's fiscal 2002 audited financial statements;
o The Audit Committee has discussed with the company's independent auditors
the matters required to be discussed under Statement of Auditing Standards
No. 61;
o The Audit Committee has received the written disclosure and letter from
the independent auditors required by Independence Standards Board No. 1
(which relates to the auditor's independence from the Company and its
related entities) and has discussed with the auditors its independence
from the company; and
o Based on the review and discussions referred to in the three items above,
the Audit Committee recommended to the Board of Directors that the audited
financial statements be included in the company's Annual Report on Form
10-KSB for the fiscal year ended December 31, 2002.
Ronald W. Borto Donald L. Harle John G. Pastrick
The Compensation Committee reviews and approves all executive officers'
compensation and related plans. This committee is composed of Directors
Pastrick, McLaughlin and Harle, and met one time during fiscal 2002.
The Nominating Committee meets annually in order to nominate candidates
for membership on the Board of Directors. This committee is comprised of
Directors Borto and McLaughlin. The committee met one time during fiscal 2002.
5
While the Nominating Committee will consider nominees recommended by
stockholders, the committee has not actively solicited such nominations.
Pursuant to our by-laws, nominations for directors by stockholders must be made
in writing and delivered to the Secretary of AMB Financial at least 90 days
prior to the meeting date provided, however, that in the event that less than
100 days' public notice or public disclosure of the date of the meeting is given
or made to stockholders, notice to be timely must be so received not later than
the close of business on the tenth day following the day on which public notice
of the date of the meeting was mailed or public disclosure of the date of the
meeting is made, and such written nomination must contain certain information
specified in our bylaws.
American Savings FSB. The bank's Board of Directors meets monthly.
Additional special meetings may be called by the President or the Board of
Directors. The Board of Directors met twelve times during the year ended
December 31, 2001. During fiscal year 2002, no director of American Savings
attended fewer than 75% of the aggregate of the total number of Board meetings
and the total number of meetings held by the committees of the Board of
Directors on which he served. Directors do not receive any additional
compensation for committee meeting attendance. American Savings has standing
Compensation/Pension, Special Assets, Loan, Audit, CRA and Compliance
Committees.
The Compensation/Pension Committee meets to review salaries and the bank's
benefit plans, the performance of officers, and recommends compensation
adjustments and promotions of officers This committee is comprised of Directors
Pastrick (Chairman), McLaughlin and Harle. The Compensation/Pension Committee
met one time during fiscal year 2002.
The Special Assets Committee meets quarterly to review the bank's loan
portfolio and make recommendations to the full Board of Directors regarding
general valuation allowance requirements. The members of the Special Assets
Committee are Directors Borto (Chairman) and Knapp, and Senior Vice President
Louis A. Green. The Special Assets Committee met four times during fiscal year
2002.
The Audit Committee is comprised of Directors Harle, Patrick and Borto.
The Audit Committee recommends independent auditors to the Board of Directors,
and reviews the results of the auditors' reports and services. This committee
met four times during fiscal year 2002.
The CRA Committee is responsible for reviewing the bank's compliance with
its requirements under the Community Reinvestment Act and making recommendations
to the Board of Directors. The members of this committee are Directors Tolley
(Chairman), Pastrick and Knapp, Senior Vice President Louis A. Green and
Compliance Officer Todd Williams. The CRA Committee did not meet during fiscal
year 2002.
The Compliance Committee reviews the bank's compliance with operating and
regulatory policies. The committee is composed of Directors Pastrick (Chairman),
Tolley and Knapp, and Compliance Officer Todd Williams. This committee did not
meet during fiscal year 2002 as compliance activities were presented to the
Board monthly.
Director Compensation
We pay directors a retainer fee of $1,200 per year plus $150 per meeting
attended for service on the Board of AMB Financial. Directors of the American
Savings are paid a fee of $750 per month. Directors are offered an opportunity
to defer up to $33,000 of fees at a 10% rate; the deferral is funded through
bank owned life insurance.
Executive Officers Who Are Not Directors
The business experience of each executive officer who is not also a
director is set forth below.
Louis A. Green. Mr. Green, age 60, joined American Savings in 1967. He has
held various positions including Controller and Vice President. Mr. Green was
appointed as Senior Vice President of American Savings in 1985 and of AMB
Financial in 1993 and is responsible for coordinating the bank's loan
activities. Prior to joining American Savings, Mr. Green was an accountant in
the Chicago Office of Ernst and Ernst. He is also an active member in several
trade and community organizations.
Daniel T. Poludniak. Mr. Poludniak, age 61, has been Vice President,
Treasurer and Chief Financial Officer of American Savings since 1983 and AMB
Financial since 1993. As Chief Financial Officer of American Savings, Mr.
Poludniak is responsible for the establishment and supervision of the accounting
and data processing activities of
6
American Savings. Prior to joining American Savings in 1983, Mr. Poludniak had
twenty years experience in both local and Chicago financial institutions.
Denise L. Knapp. Mrs. Knapp, age 55, was appointed as the Secretary of
American Savings in 1987 and of AMB Financial in 1993. She has also served as a
loan officer since 1985 and as the Dyer branch manager since 1989. Since joining
American Savings in 1975, Mrs. Knapp has served in various capacities and is a
member of several executive committees of American Savings. Mrs. Knapp is also
active in several charitable organizations in the area. Mrs. Knapp is the wife
of President Knapp.
Michael J. Mellon. Mr. Mellon, age 33, joined American Savings in 1993. As
the Vice President of Operations, he is responsible for all aspects of
operations within the Bank including daily branch operations, technology and
marketing. Mr. Mellon received his Masters Degree in Business Administration
from Purdue University. He is also a member of state and local voluntary boards
such as the Town of Munster Special Advisory Board and Indiana Banker's
Government Relations Committee.
7
Executive Compensation
The following table sets forth information concerning the compensation
paid or granted by American Savings and AMB Financial to our Chief Executive
Officer and our only other officer whose annual aggregate cash compensation
exceeded $100,000 during the last three fiscal years. Such amounts do not
include the compensation paid to our Corporate Secretary, who is our Chief
Executive Officer's spouse.
======================================================================================================================
Summary Compensation Table
- ----------------------------------------------------------------------------------------------------------------------
Long Term
Annual Compensation
Compensation Awards
- ----------------------------------------------------------------------------------------------------------------------
Restricted
Name and Principal Stock Options/ All Other
Position Year Salary($)(1) Bonus($) Award ($) SARs (#) Compensation($)(2)
- ----------------------------------------------------------------------------------------------------------------------
Clement B. Knapp, Jr., 2002 $161,608 $13,510 -- -- $53,365
Chairman, President and 2001 149,400 12,875 -- -- 38,907
Chief Executive Officer 2000 141,520 12,396 -- -- 37,040
-- --
Louis A. Green, 2002 $102,315 $9,330 -- -- $32,542
Senior Vice President and 2001 94,000 8,900 -- -- 23,057
Chief Lending Officer 2000 89,460 8,571 -- -- 21,796
Daniel T. Poludiak, President 2002 92,159 8,475 -- -- 29,387
and Chief Financial Officer 2001 85,000 8,075 -- -- 20,323
2000 80,703 7,875 -- -- 19,296
======================================================================================================================
- ----------
(1) Amount includes for Mr. Knapp fees received as a director.
(2) Includes interest accrued on deferred amounts under deferred compensation
plans equal to $19,405, $16,756 and $14,157 for 2002, 2001 and 2000,
respectively, for Mr. Knapp. Also includes contributions made by the
Association to the ESOP of $32,099, $22,152 and $22,883 for year end 2002,
2001 and 2000, and a 401(k) match of $1,861 in 2002, respectively, for Mr.
Knapp. Includes interest accrued on deferred amounts under deferred
compensation plans equal to $9,383, $7,942 and $6,667 for year end 2002,
2001 and 2000, respectively, for Mr. Green. Also includes contributions to
the ESOP of $21,890, $15,115 and $15,129 for year end 2002, 2001 and 2000,
and a 401(k) match of $1,270 in 2002, respectively, for Mr. Green.
Includes interest accrued on deferred amounts under deferred compensation
plans equal to $8,437, $7,142 and $5,990 for 2002, 2001 and 2000
respectively, for Mr. Poludniak. Also includes contributions made by the
Association to the ESOP of $19,801, $13,251 and $13,306 for year end 2002,
2001, and 2000, and a 401(k) match of $1,149 in 2002, respectively, for
Mr. Poludniak.
No stock appreciation rights or options were granted during fiscal 2002.
8
The following table provides information as to the value of the options
held as of December 31, 2002 by the persons named on the summary compensation
table above, none of which have been exercised. No stock appreciation rights
were granted as of such date.
===========================================================================================================================
Aggregated Option/SAR Exercises in Last Fiscal Year and Year-end Option/SAR Values
- ---------------------------------------------------------------------------------------------------------------------------
Value of
Number of Securities Unexercised
Underlying Unexercised In-the-Money
Options/SARs at Options/SARs at
FY-End (#) FY-End ($)
- ---------------------------------------------------------------------------------------------------------------------------
Shares Acquired Value
Name on Exercise (#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
- ---------------------------------------------------------------------------------------------------------------------------
Clement B. Knapp, Jr. -- -- 42,155(1) -- $271,520(2) $--(2)
Louis A. Green -- -- 16,862 -- 108,608 $--(2)
Daniel T. Poludniak -- -- 13,490 -- 86,889 $--(2)
===========================================================================================================================
- ----------
(1) Represents options to purchase Common Stock awarded to the Chairman of the
Board, President and Chief Executive Officer. Does not include options
granted to the Corporate Secretary, who is the Chairman's spouse.
(2) Represents the aggregate market value (market price of the shares less the
exercise price) of in-the-money options granted based upon the average of
the closing price of $14.941 per share of AMB Financial's common stock as
reported on the Nasdaq Small Cap Market on December 31, 2002.
Employment Agreements
American Savings has entered into employment agreements with Messrs.
Knapp, Poludniak and Green and Mrs. Knapp. The employment agreements are
designed to assist in maintaining a stable and competent management team. The
continued success of American Savings depends to a significant degree on the
skills and competence of our officers. The employment agreements provide for an
annual base salary in an amount not less than the employee's salary as it may be
increased from time to time and an initial term, in the case of Mr. Knapp, of
three years and, in the case of the other recipients, of one year. The
agreements also require participation in an equitable manner in employee
benefits applicable to executive personnel. The agreements provide for
extensions for a period of one year on each annual anniversary date, subject to
review and approval of the extension by disinterested members of our Board of
Directors. The agreements provide for termination upon the employee's death, for
cause or in certain events specified by Office of Thrift Supervision
regulations. The employment agreements are also terminable by the employee upon
90 days notice to American Savings.
The employment agreements provide for the making of a lump sum payment to
the employee, in lieu of his salary, of up to 100% (299% in the case of Mr.
Knapp) of the employee's base compensation if there is a "change in control" of
American Savings and such employee is involuntarily terminated in connection
with such change in control or within twelve months thereafter. This termination
payment may not exceed three times the employee's average annual compensation
over the most recent five year period or be non-deductible by American Savings
for federal income tax purposes. For the purposes of the employment agreements,
a "change in control" is defined as any event which would require the filing of
an application for acquisition of control or notice of change in control
pursuant to Office of Thrift Supervision change in control regulations. Such
filings are generally triggered prior to the acquisition or control of 10% of
our common stock. Each agreement also provides for continued health benefits for
its remaining term in the event the covered employee is involuntarily terminated
in connection with a change in control.
9
Based on their current salaries, if the employment of Messrs. Knapp, Green
and Poludniak and Mrs. Knapp had been terminated as of December 31, 2002 under
circumstances entitling them to severance pay in connection with a change in
control as described above, they would have been entitled to receive lump sum
cash payments of approximately $507,890, $109,961, $103,264 and $46,833
respectively.
Benefit Plans
General. We currently provide health care benefits to our employees,
including hospitalization, disability and major medical insurance, subject to
certain deductibles and copayments by employees.
Pension Plan. American Savings sponsors a defined benefit pension plan for
its employees (the "Pension Plan"). An employee is eligible to participate in
the Pension Plan following the completion of 12 months of service and reaching
the age of 21 years. A participant must reach two years of service before he
attains a vested interest in his retirement benefits. After completing six years
of service, a participant will be 100% vested in his retirement benefits. The
Pension Plan is funded solely through contributions made by American Savings. In
2002, the Pension Plan contribution for the plan year was $251,407 which was
funded by a contribution from American Savings.
The benefit provided to a participant at normal retirement age (65) is
based on the average of the participant's monthly compensation during the five
consecutive years during which his compensation was highest ("average monthly
compensation"). Compensation for this purpose includes all taxable compensation
paid to the participant. The monthly benefit provided to a participant who
retires at age 65 is equal to 1.4% of average monthly compensation for each year
of service without offset of the participant's anticipated Social Security
benefits. The Pension Plan also provides for disability and death benefits.
The following table sets forth, as of December 31, 2002, estimated annual
pension benefits for individuals at age 65 payable in the form of an annuity
with a minimum of 10 years of benefits under the most advantageous plan
provisions for various levels of compensation and years of service. The figures
in this table are based upon the assumption that the Pension Plan continues in
its present form and does not reflect offsets for Social Security benefits and
does not reflect benefits payable under the ESOP. As required by the Code, the
Pension Plan may not provide annual benefits which exceed certain maximum limits
or which are based on annual compensation in excess of $200,000 in 2002. At
December 31, 2002, Mr. Knapp had 34 years of credited service under the Pension
Plan.
===============================================================================================
YEARS OF CREDITED SERVICE
- -----------------------------------------------------------------------------------------------
Remuneration 10 15 20 25 30 35
- -----------------------------------------------------------------------------------------------
$50,000 $ 7,000 $10,500 $14,000 $17,500 $21,000 $24,500
- -----------------------------------------------------------------------------------------------
75,000 $10,500 $15,800 $21,000 $26,300 $31,500 $36,800
- -----------------------------------------------------------------------------------------------
100,000 $14,000 $21,000 $28,000 $35,000 $42,000 $49,000
- -----------------------------------------------------------------------------------------------
125,000 $17,500 $26,300 $35,000 $43,800 $52,500 $61,300
- -----------------------------------------------------------------------------------------------
150,000 $21,000 $31,500 $42,000 $52,500 $63,000 $73,500
- -----------------------------------------------------------------------------------------------
160,000 $22,400 $33,600 $44,800 $56,000 $67,200 $78,400
- -----------------------------------------------------------------------------------------------
170,000 $23,800 $35,700 $47,600 $59,500 $71,400 $83,300
- -----------------------------------------------------------------------------------------------
200,000 $28,000 $42,000 $56,000 $70,000 $84,000 $98,000
===============================================================================================
10
Certain Transactions
American Savings has followed a policy of granting loans to eligible
directors, officers, employees and members of their immediate families for the
financing of their personal residences and for consumer purposes. Under our
current policy, all such loans to directors and senior officers are required to
be made in the ordinary course of business and on the same terms, including
collateral and interest rates, as those prevailing at the time for comparable
transactions and do not involve more than the normal risk of collectability. At
December 31, 2002, our loans to directors, officers and employees totaled
approximately $1.5 million or 12.69% of stockholder's equity.
PROPOSAL II - RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
At the annual meeting, the stockholders will consider and vote on the
ratification of the appointment of Cobitz, VandenBerg & Fennessy as our
independent auditors for the year ending December 31, 2003.
The Board of Directors has heretofore renewed our arrangement for Cobitz,
VandenBerg & Fennessy to be the independent auditors for the year ending
December 31, 2003, subject to ratification by the stockholders. Representatives
of Cobitz, VandenBerg & Fennessy are expected to attend the annual meeting to
respond to appropriate questions and to make a statement if they so desire.
Financial Information Systems Design and Implementation Fees. There were
no fees for financial information systems design and implementation billed to
AMB Financial by Cobitz, Vendenberg & Fennessy for year ended 2002.
Audit Fees. The aggregate fees billed to AMB Financial by Cobitz,
Vendenberg & Fennessy for professional services rendered for the audit of AMB
Financial's financial statements for the last fiscal year and the reviews of the
financial statements included in AMB Financial's Quarterly Reports on Form
10-QSB for that year were $33,400.
All Other Fees. Other than audit fees, there were fees of $13,045 billed
to AMB Financial by Cobitz, Vendenberg & Fennessy for fiscal year ended 2002.
The Audit Committee of the Board of Directors has considered whether the
provision of non-auditing services and financial information systems design and
implementation services, if any, (and the aggregate fees for such services) in
year end 2002 by Cobitz, Vandenberg & Fennessy, the principal independent
auditors, is compatible with maintaining the principal auditors independence.
STOCKHOLDER PROPOSALS
In order to be eligible for inclusion in our proxy materials for next
year's annual meeting of stockholders, any stockholder proposal to take action
at such meeting must be received at our executive office at 8230 Hohman Avenue,
Munster, Indiana 46321-1578 no later than November 22, 2003; provided, however,
that if the date of the 2004 annual meeting is before March 24, 2004 or after
May 23, 2004, then the proposal must be received a reasonable time before we
print and mail our materials for such meeting. Any such proposal shall be
subject to the requirements of the proxy rules adopted under the Securities
Exchange Act of 1934, as amended.
To be considered for presentation at the next annual meeting, but not for
inclusion in the Company's proxy statements and form of proxy for that meeting,
proposals must be received by the Company no later than 90 days prior to the
date of the annual meeting provided that in the event that less than 100 days
notice or public disclosure of the date of the meeting is given, proposals must
instead be received by the Company by the close of business on the the tenth day
following the day on which notice of the date of the meeting is mailed or public
disclosure of such date is made.
All stockholder proposals, whether or not included in our proxy materials,
must also comply with our certificate of incorporation, bylaws and Delaware law.
11
OTHER MATTERS
The Board of Directors is not aware of any business to come before the
annual meeting other than those matters described above in this proxy statement.
However, if any other matter should properly come before the annual meeting, it
is intended that holders of the proxies will act in accordance with their best
judgment.
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors, executive officers and persons who own more than 10% of a
registered class of the Company's equity securities, to file with the SEC
reports of ownership and reports of changes in ownership of common stock and
other equity securities of the Company. Executive officers, directors and
greater than 10% stockholders are required by SEC regulation to furnish the
Company with copies of all Section 16(a) forms they file. To the Company's
knowledge, based solely on a review of the copies of reports furnished to the
officers that no other reports were required, during the fiscal year ended
December 31, 2002, all Section 16(a) filing requirements applicable to its
executive officers, directors and greater then 10% stockholders were complied
with.
Munster, Indiana
March 21, 2003
12
EXHIBIT A
EXHIBIT A
AMB FINANCIAL CORP.
AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
CHARTER
PREAMBLE
This Audit Committee Charter (the "Charter") has been adopted by the Board of
Directors of AMB Financial Corp. (the "Company"). The Audit Committee of the
Board shall review and reassess this charter annually and recommend any proposed
changes to the Board for approval.
OBJECTIVES OF COMMITTEE
o To provide assistance to the Board of Directors in fulfilling its
fiduciary responsibilities to oversee management's activities relating to
accounting, record keeping, financial reporting and internal controls.
o Provide a vehicle and establish a forum for the free and open
communication of views and information among the Company's directors,
independent public accounting firm, internal auditor and management.
o To review the independence of the Company's independent public accounting
firm and the objectivity of internal auditor.
o To review the adequacy and reliability of disclosures to stockholders.
o To perform the audit committee functions specified by the Securities and
Exchange Commission and the NASDAQ Small Cap Market.
o To establish and maintain a system for confidential complaints regarding
the Company's accounting, financial reporting and internal controls.
o The committee's duties do not include planning or conducting external or
internal audits or determining that the Company's financial statements are
complete, accurate and in accordance with generally accepted accounting
principles. Nor is it the duty of the committee to assure compliance with
laws and regulations. These are the responsibilities of management.
ROLES AND RESPONSIBILITIES
The responsibilities of the committee include the following:
Independent Auditors:
o Appoint an independent public accounting firm for the purpose of auditing
the Company's financial statements and attesting to its internal controls.
o Assess the qualifications of the Company's public auditing firm and its
lead engagement partner. Oversee and evaluate the performance of such
person and firm; if necessary, remove them.
o Obtain annually from the Company's independent public auditing firm a
formal written statement describing all relationships between the firm and
the Company, consistent with Independence Standards Board Standard Number
1. Discuss with the Company's independent public auditing firm any
relationships that may impact the objectivity and independence of such
firm and take, or recommend that the Board take, appropriate actions with
respect to the independence of such firm from the Company.
o Resolve any disagreements between management and the Company's independent
public auditing firm regarding accounting, financial reporting, internal
controls and similar matters.
o Approve, in advance, all audit and non-audit services to be performed for
the Company by its independent public auditing firm, subject to applicable
law and regulation. Negotiate and approve all fees and engagement terms of
the Company's independent public auditing firm for audit and non-audit
services.
o Obtain assurance from the Company's independent public auditing firm that
Section 10A(b) of the Exchange Act has not been implicated.
o Review with the Company's independent public auditing firm the plan,
procedures and scope of its annual audit of the Company's financial
statements.
Financial Reporting Review:
o Review at least annually critical accounting policies, alternate
treatments within GAAP and significant assumptions and estimates with
respect to the Company's financial statements with its management and
independent public auditing firm. In connection with such review, review
the financial accounting and reporting treatments preferred by the
Company's independent auditing firm.
o Review and discuss the Company's audited financial statements with
management and the Company's independent public auditing firm including
all of the matters indicated in Statement of Auditing Standards Number 61.
Based on such review, recommend to the board whether such audited
financial statements should be included in the Company's
1
Annual Report on Form 10-KSB and Annual Report to Stockholders for the
relevant fiscal year.
o Review material written communications between the Company's independent
public auditing firm and management including the management letter and
schedule of unadjusted differences.
o Review and discuss with management and Company's independent public
auditing firm on at least an annual basis the Company's disclosure of
off-balance sheet data and non-financial data.
o Review and discuss with management and the Company's independent public
auditing firm the appropriateness of any pro forma data to be included in
the Company's public financial reports.
o Review and discuss with management and the Company's independent public
auditing firm prior to release any proposed earnings announcement or
financial press release.
o Review and discuss with management and the Company's independent public
auditing firm prior to filing the Company's Annual Reports on Form 10-KSB,
Quarterly Reports on Form 10-QSB and any other SEC disclosure filings.
o Monitor the efforts of management and the Company's independent public
auditors to cure any deficiencies noted in its financial statements or
accounting process.
Internal And Disclosure Controls:
o Oversee the selection, compensation and performance of the Company's
internal auditor. Assess the qualifications and independence of the
Company's internal auditor.
o Discuss with the Company's management, independent public auditing firm
and internal auditor the organization, scope, objectivity, budget and
staffing of the Company's internal audit.
o Determine that no restrictions are placed upon the scope of the internal
audit. Assess reports regarding computer systems, facilities and backup
systems.
o Review regulatory examination reports and internal audit reports and
monitor management's compliance efforts.
o Review with the Company's independent public auditing firm, internal
auditor and management, the adequacy and effectiveness of internal
controls and accounting and financial controls.
2
o Review reports of management and the Company's independent public auditing
firm on internal and quality controls including, at least annually a
management report and independent public auditing firm attestation on
internal controls.
o Discuss with management on a quarterly basis its review and conclusions
regarding the Company's disclosure controls and whether there has been any
changes in the Company's internal controls.
Other:
o Discuss the Company's legal and regulatory compliance with the Company's
Chief Compliance Officer on at least an annual basis.
o Review and, to the extent required under applicable SEC and NASDAQ rules,
approve all transactions with related parties.
o Establish procedures for (a) the receipt, retention and treatment of any
complaints received by the Company regarding accounting, financial
reporting, internal control or auditing matters and (b) the confidential,
anonymous submission by the Company's employees of concerns regarding
questionable accounting, financial reporting, internal controls and
auditing matters.
o Reassess the adequacy of this Charter at least annually.
ORGANIZATION
o The committee shall consist of a minimum of three outside directors of the
Company. All members must be (i) financially literate, (ii) able to read
and understand financial statements and (iii) able to satisfy applicable
NASDAQ and SEC requirements with respect thereto. In addition, at least
one member shall have financial reporting knowledge and experience that
would qualify him or her as an audit committee financial expert within the
meaning of applicable SEC and NASDAQ rules. Among other things, the
committee's audit committee financial expert shall have experience in
preparing, analyzing or auditing financial statements that present a
breadth and level of complexity of accounting issues that are generally
comparable to the issues that can reasonably be expected to be raised in
the Company's financial statements.
o All members of the committee must be free from any relationship with the
Company which would interfere with their independent judgement. Other than
in his or her capacity as a member of the board of directors or any
committee thereof, no audit committee member shall accept directly or
indirectly any fee or other compensation from the Company or any
subsidiary and no audit committee member may be an affiliated person of
the Company. No audit committee member or any of his family members shall
have been employed by the Company, its independent public auditing firm or
any of their affiliates or, received any payments from the Company (except
as set forth above), its independent public accounting
3
firm or any of their affiliates over the last three years. All audit
committee members must comply with the independence requirements of the
NASDAQ and the SEC.
o Required Meetings. The committee shall meet at least four times a year and
more frequently as circumstances require. The timing of meetings shall be
determined by the committee. However, at least once per year, the
committee shall have private meetings with each of the Company's
independent public auditing firm, management and the internal auditor.
o One member of the committee shall be appointed as chairman. The chairman
shall be responsible for leadership of the committee, including scheduling
and presiding over meetings, preparing agendas, and making regular reports
to the board. The chairman will also maintain regular liaison with the
Company's CEO, CFO, the lead partner of its independent public auditing
firm, the internal auditor and the general counsel.
o The committee shall have the power to conduct or authorize investigations
into any matters within its scope of responsibilities. The committee is
empowered to engage independent counsel and such other advisers as it
determines necessary or appropriate to carry out its duties.
4