[AMERICAN BANK INCORPORATED LOGO]
April 2, 2004
Dear Fellow Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders of
American Bank Incorporated (the "Company"), which will be held at The Holiday
Inn West, Route 100 and Interstate 78, Fogelsville, Pennsylvania, at 9:00 a.m.
(local time) on April 27, 2004.
The business to be conducted at the Annual Meeting includes the election of two
directors and the ratification of the appointment of auditors for the year
ending December 31, 2004.
The Board of Directors has determined that the matters to be considered at the
Annual Meeting are in the best interest of the Company and its stockholders. The
Board of Directors unanimously recommends a vote "FOR" each matter to be
considered.
I urge you to sign, date and return the enclosed proxy card as soon as possible
even if you plan to attend the Annual Meeting. This will not prevent you from
voting in person, but will assure that your vote is counted if you are unable to
attend the Annual Meeting.
Sincerely,
/s/ Mark W. Jaindl
Mark W. Jaindl
President and Chief Executive Officer
American Bank Incorporated
4029 West Tilghman Street
Allentown, Pennsylvania 18104
(610) 366-1800
NOTICE OF
ANNUAL MEETING OF STOCKHOLDERS
To Be Held On April 27, 2004
Notice is hereby given that the Annual Meeting of Stockholders of
American Bank Incorporated (the "Company") will be held at The Holiday Inn West,
Route 100 and Interstate 78, Fogelsville, Pennsylvania, on April 27, 2004 at
9:00 a.m., local time.
A Proxy Card and a Proxy Statement for the Annual Meeting are enclosed.
The Annual Meeting is for the purpose of considering and acting upon:
1. The election of two Directors to the Board of Directors;
2. The ratification of the appointment of Beard Miller Company
LLP as auditors for the year ending December 31, 2004; and
such other matters as may properly come before the Annual Meeting, or any
adjournments thereof. The Board of Directors is not aware of any other business
to come before the Annual Meeting.
Any action may be taken on 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. Stockholders of record at the close of business on
March 26, 2004 are the stockholders entitled to vote at the Annual Meeting, and
any adjournments thereof.
EACH STOCKHOLDER, WHETHER HE OR SHE PLANS TO ATTEND THE ANNUAL MEETING,
IS REQUESTED TO SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD WITHOUT DELAY IN
THE ENCLOSED POSTAGE-PAID ENVELOPE. A PROXY GIVEN BY A STOCKHOLDER MAY BE
REVOKED AT ANY TIME BEFORE IT IS EXERCISED. A PROXY MAY BE REVOKED BY FILING
WITH THE SECRETARY OF THE COMPANY A WRITTEN REVOCATION OR A DULY EXECUTED PROXY
BEARING A LATER DATE. ANY STOCKHOLDER PRESENT AT THE ANNUAL MEETING MAY REVOKE
HIS OR HER PROXY AND VOTE PERSONALLY ON EACH MATTER BROUGHT BEFORE THE ANNUAL
MEETING. HOWEVER, IF YOU ARE A STOCKHOLDER WHOSE SHARES ARE NOT REGISTERED IN
YOUR OWN NAME, YOU WILL NEED ADDITIONAL DOCUMENTATION FROM YOUR RECORD HOLDER IN
ORDER TO VOTE PERSONALLY AT THE ANNUAL MEETING.
By Order of the Board of Directors
/s/ Sandra A. Berg
Sandra A. Berg, Corporate Secretary
Allentown, Pennsylvania
April 2, 2004
- --------------------------------------------------------------------------------
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES. A SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR
CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED WITHIN THE UNITED STATES.
- --------------------------------------------------------------------------------
PROXY STATEMENT
American Bank Incorporated
4029 West Tilghman Street
Allentown, Pennsylvania 18104
(610) 366-1800
ANNUAL MEETING OF STOCKHOLDERS
April 27, 2004
This Proxy Statement is furnished in connection with the solicitation
of proxies on behalf of the Board of Directors of American Bank Incorporated
(the "Company") to be used at the Annual Meeting of Stockholders of the Company
(the "Annual Meeting"), which will be held at The Holiday Inn West, Route 100
and Interstate 78, Fogelsville, Pennsylvania, on April 27, 2004, at 9:00 a.m.,
local time, and all adjournments of the Annual Meeting. The accompanying Notice
of Annual Meeting of Stockholders and this Proxy Statement are first being
mailed to stockholders on or about April 7, 2004.
REVOCATION OF PROXIES
Stockholders who execute proxies in the form solicited hereby retain
the right to revoke them in the manner described below. Unless so revoked, the
shares represented by proxies will be voted at the Annual Meeting and all
adjournments thereof. Proxies solicited on behalf of the Board of Directors will
be voted in accordance with the directions given thereon. Where no directions
are indicated, validly executed proxies that are returned to the Company will be
voted "FOR" the proposals set forth in this Proxy Statement for consideration at
the Annual Meeting.
Proxies may be revoked by sending written notice of revocation to the
Secretary of the Company, Sandra A. Berg, at the address shown above, or by
delivering a duly executed proxy bearing a later date. The presence at the
Annual Meeting of any stockholder who has returned a proxy shall not revoke such
proxy unless the stockholder delivers his or her ballot in person at the Annual
Meeting or delivers a written revocation to the Secretary of the Company prior
to the voting of such proxy.
VOTING SECURITIES AND METHOD OF COUNTING VOTES
Holders of record of the Company's shares of common stock, par value
$0.10 per share, as of the close of business on March 26, 2004 (the "Record
Date") are entitled to one vote for each share then held. As of the Record Date,
the Company had 7,184,095 shares of common stock issued and outstanding. The
presence in person or by proxy of stockholders entitled to vote a majority of
the outstanding shares of common stock is necessary to constitute a quorum at
the Annual Meeting. Abstentions will be counted as shares represented in person
or by proxy for purposes of determining that a quorum is present. Directors are
elected by a plurality of votes cast, without regard to either broker non-votes,
or proxies as to which the authority to vote for the nominees being proposed is
withheld. The affirmative vote of holders of a majority of the total votes cast
at the Annual Meeting is required for the ratification of Beard Miller Company
LLP as the Company's auditors, without regard to either broker non-votes or
abstentions.
1
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
Persons and groups who beneficially own in excess of 5% of the
Company's shares of common stock are required to file certain reports with the
Securities and Exchange Commission (the "SEC") regarding such ownership. The
following table sets forth, as of the Record Date, the shares of common stock
beneficially owned by executive officers and Directors as a group and by each
person who was the beneficial owner of more than 5% of the Company's outstanding
shares of common stock.
Amount of Shares
Owned and Nature Percent of Shares
Name and Address of of Beneficial of Common Stock
Beneficial Owners Ownership (1) Outstanding
Frederick J. Jaindl(2) 3,913,678 51.5%
3150 Coffeetown Road
Orefield, PA 18069
Mark W. Jaindl(2) 1,111,937 15.0%
1964 Diehl Court
Allentown, PA 18104
David M. Jaindl(2) 863,310 11.7%
3150 Coffeetown Road
Orefield, PA 18069
Martin F. Spiro 418,628 5.8%
1224 Main Street
Allentown, PA 18104
- --------------
(1) Shares "beneficially owned" include shares owned by or for, among others,
the spouse and/or minor children of the individual and any other relative
who has the same home as such individual, as well as other shares as to
which the individual has or shares voting or investment power, and shares
that the individual may purchase under stock option(s) exercisable within
60 days.
(2) Frederick J. Jaindl passed away on March 29, 2004. Mr. Jaindl was the
father of Mark W. Jaindl and David M. Jaindl.
PROPOSAL I - ELECTION OF DIRECTORS
Following the death of Chairman of the Board Frederick J. Jaindl on
March 29, 2004, the Board of Directors consists of six members. The Company's
bylaws provide that approximately one-third of the directors are elected
annually. Directors of the Company are generally elected to serve for a
three-year period and until their respective successors are elected. Two
directors will be elected at the Annual Meeting to serve for a three-year period
and until their respective successors are elected. The Board of Directors has
nominated Phillip S. Schwartz and Martin F. Spiro to serve as directors for a
three-year term. Each individual is currently a member of the Board of
Directors.
The table below sets forth certain information, as of March 26, 2004,
regarding members of the Company's Board of 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 the nominee) will be voted at the Annual
Meeting for the election of the nominees identified below. If a nominee is
unable to serve, the shares represented by 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 the nominee might be unable
to serve, if elected. Except as indicated herein, there are no arrangements or
understandings between the nominee and any other person pursuant to which such
nominee was selected.
2
Position(s) Shares
Held With the Company Director Current Beneficially Percent of
Name or American Bank Age Since(1) Term Expires Owned(2) Class
- ---------------------- ---------------------- ----------- ----------- ------------ ----------- -----------
NOMINEES
Phillip S. Schwartz Director 58 1996 2004 259,101(3)(4) 3.6%
Martin F. Spiro Director 70 1996 2004 418,628(5) 5.8%
OTHER BOARD MEMBERS
Mark W. Jaindl(6) Vice Chairman, 44 1996 2005 1,111,937(7) 15.0%
President and CEO
Elizabeth B. Gaul Director 60 1996 2005 216,582(3)(8) 3.0%
Frederick J. Jaindl(6) Chairman 76 1996 2006 3,913,678(3)(9) 51.5%
David M. Jaindl(6) Director 47 1996 2006 863,310(3)(10) 11.7%
John C. Long Director 39 2003 2006 2,000 *
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
Sandra A. Berg Senior Vice President, 47 n/a n/a 15,675(11) *
Senior Operations Officer
and Secretary
Chris J. Persichetti Senior Vice President, 41 n/a n/a 18,885(12) *
Senior Loan Officer
Harry C. Birkhimer Treasurer, Vice 55 n/a n/a 16,750(13) *
President and
Chief Financial Officer
Robert W. Turner Vice President, 42 n/a n/a -0- *
Director of Technology
All directors and executive 6,525,044 77.2%
officers as a group (12 persons)
- -------------------------
* Less than 1%.
(1) Reflects initial appointment to the Board of Directors of the Company or
American Bank.
(2) Includes shares owned by or for, among others, the spouse and/or minor
children of the individual and any other relative who has the same home as
such individual, as well as other shares as to which the individual has or
shares voting or investment power, and shares that an individual may
purchase under stock option(s) exercisable within 60 days.
(3) Includes 12,000 shares that can be acquired pursuant to the exercise of
options.
(4) Includes 19,000 shares that can be acquired pursuant to conversion of trust
preferred securities.
(5) Includes 65,000 shares that can be acquired pursuant to conversion of trust
preferred securities.
(6) Frederick J. Jaindl passed away on March 29, 2004. Mr. Jaindl was the
father of Mark W. Jaindl and David M. Jaindl.
(7) Includes 124,750 shares that can be acquired pursuant to the exercise of
options and 105,000 shares that can be acquired pursuant to conversion of
trust preferred securities. Also includes 187,295 shares, as to which Mark
W. Jaindl is a co-trustee, and 153,532 shares that can be acquired pursuant
to conversion of trust preferred securities, as to which Mark W. Jaindl is
a co-trustee.
(8) Includes 42,855 shares that can be acquired pursuant to conversion of trust
preferred securities.
(9) Includes 2,561,837 shares held by Jaindl Associates, LP, as to which
Frederick J. Jaindl is a general partner and 423,453 shares that can be
acquired pursuant to the conversion of trust preferred securities.
(10) Includes 78,707 shares that can be acquired pursuant to conversion of trust
preferred securities. Also includes 188,766 shares, as to which David M.
Jaindl is a co-trustee. Also includes 127,208 shares that can be acquired
pursuant to the conversion of trust preferred securities as to which David
M. Jaindl is a co-trustee.
(11) Includes 15,000 shares that can be acquired pursuant to the exercise of
options.
(12) Includes 16,500 shares that can be acquired pursuant to the exercise of
options.
(13) Includes 9,000 shares that can be acquired pursuant to the exercise of
options.
The business experience for the past five years for each of the
Company's directors and executive officers is as follows:
Frederick J. Jaindl. Until his death on March 29, 2004, Mr. Jaindl
served as Chairman of the Board and as a director of American Bank (the "Bank")
since 1996 and of the Company since its formation in 2001. Mr. Jaindl was the
sole proprietor of Jaindl Turkey Farms, an agribusiness engaged in farming and
raising turkeys. He was engaged in this business since 1947. He was also
President of Jaindl's, Inc., an agribusiness engaged in the processing and
selling of turkeys. Mr. Jaindl served on the Board of Directors of Kutztown
Bank, First National Bank of Allentown and, most recently Sovereign Bancorp,
Inc. Mr. Jaindl was Chairman of Jaindl Land Company, a developer of prime
residential, commercial and industrial land in eastern Pennsylvania. His other
business interests included Lehigh Ag Equipment,
3
Inc., a John Deere sales and service center; Schantz Orchards, a grower and
seller of fruit; and Lehigh Grains, Inc., a grain operation.
Mark W. Jaindl. Mr. Jaindl has been the Vice Chairman, President and
Chief Executive Officer of the Bank since 1996 and of the Company since its
formation in 2001. He was a director of Massachusetts Fincorp, Inc. and its
wholly owned subsidiary, Massachusetts Co-operative Bank, from May 2000 and
August 2000, respectively, to August 2002. He served as Chief Financial Officer
of Jaindl Turkey Farms and Jaindl Land Company from May 1982 to October 1991 and
again from June 1995 to October 1997. He served as a director of Pure World,
Inc., the holding company for Pure World Botanicals, from October 1994 until
October 2001. Mr. Jaindl served as a director of Continental Information
Systems, Inc. from February 2000 to December 2001.
David M. Jaindl. Mr. Jaindl has served as a director of the Bank since
1996 and of the Company since its formation in 2001. Mr. Jaindl has served since
1980 as the General Manager of Jaindl Turkey Farms, an agribusiness that has as
its principal activities farming and raising turkeys. He is also Vice President
of Jaindl's, Inc., an agribusiness engaged in the processing and selling of
turkeys. Mr. Jaindl is President of Jaindl Land Company, a developer of prime
residential, commercial and industrial land in eastern Pennsylvania. He is a
partner in Schantz Orchards, a grower and seller of fruit, and serves as a
Director of Lehigh Grains, Inc., a grain operation.
Elizabeth B. Gaul. Ms. Gaul has served as a director of the Bank since
1996 and of the Company since its formation in 2001. Since 1990, Ms. Gaul has
been employed by Arbee Limited Partnership and Manheim Investors, Wyomissing,
Berks County, Pennsylvania, which specializes in private investments, most
recently as Managing Partner and principal. She is also Manager and a principal
of Arbee Delaware Business Trust, domiciled in Wilmington, Delaware. Ms. Gaul
was previously Vice President and Assistant Secretary of American Security Bank,
N.A., a former Washington, D.C. bank that is now part of Bank of America, with
which she was affiliated for over 25 years. She served as a director of
Educators Mutual Insurance Life Insurance Company, Lancaster, Pennsylvania until
2002. Ms. Gaul is also a Board member of The Auxiliary of the Reading Hospital
and Medical Center; Breast Cancer Support Services of Berks County; and a
Trustee of Charles Evans Cemetery.
John C. Long. Mr. Long has served as a director of the Company since
March 2003. Mr. Long has been a Vice President and Treasurer of Arrow
International, Inc., Reading, Berks County, Pennsylvania, a manufacturer of
medical devices, since 1995. Mr. Long is a Certified Public Accountant and holds
a Master of Business Administration degree from Columbia University, New York,
New York. Mr. Long has been designated as the "Financial Expert" of the
Company's Board of Directors.
Phillip S. Schwartz. Mr. Schwartz has served as a director of the Bank
since 1996 and of the Company since its formation in 2001. Mr. Schwartz has been
the President of Schwartz Heating & Plumbing, Inc., which specializes in
plumbing installation for new construction, since 1980. He serves on the
President's Council of DeSales University. Mr. Schwartz has been President of P
& M Schwartz Corporation, a land development corporation located in Whitehall,
Pennsylvania since 1993. He also served on the PNC Bank Regional Board from 1993
until the fall of 1996.
Martin F. Spiro. Mr. Spiro has served as a director of the Bank since
1996 and of the Company since its formation in 2001. Mr. Spiro retired in 1987
from garment manufacturing and currently is an investor in bank and thrift
stocks. From 1990 until 1994, Mr. Spiro was a director of VSB Bancorp, Inc. in
Closter, New Jersey when it was acquired by UJB Financial. From 1990 until 1992,
Mr. Spiro was a director of Flagship Financial Corp. in Jenkintown,
Pennsylvania, when it was acquired by PNC Financial.
Harry C. Birkhimer. Mr. Birkhimer has been employed by the Bank as Vice
President and Chief Financial Officer since 1999, and has served as Vice
President and Treasurer of the Company since its formation in 2001. He is a
Certified Public Accountant. From 1991 to 1998 he was Chief Financial Officer of
Indiana First Savings Bank, Indiana, Pennsylvania.
Sandra A. Berg. Ms. Berg has been employed by the Bank since 1997, most
recently as Senior Vice President, Senior Operations Officer and Secretary, and
serves as Vice President and Secretary of the Company. She has over 25
4
years of retail banking and branch management experience. From 1990 to 1997, Ms.
Berg was employed by PNC Bank, most recently as an Assistant Vice President and
Branch Manager.
Chris J. Persichetti. Mr. Persichetti has been employed by the Bank
since 1999 as Senior Vice President and Senior Loan Officer. He has 15 years of
banking experience. From 1986 to 1999, Mr. Persichetti was employed by PNC Bank,
most recently as a Vice President in the Business Banking Division.
Robert W. Turner. Mr. Turner has been employed by the Bank since 2001
as Vice President and Director of Technology. From 2000 to 2001, Mr. Turner was
a Senior Systems Engineer with Guardian Life Insurance Company. From 1995 to
2000, he was a Project Manager in the Construction and Mining Group of
Ingersoll-Rand Company.
Meetings and Committees of the Board of Directors
The business of the Company is conducted at regular and special
meetings of the full Board and its standing committees. The standing committees
are the Executive Committee and the Audit Committee. During the year ended
December 31, 2003, the Board of Directors met at 12 regular meetings. No member
of the Board or any committee thereof attended less than 75% of said meetings.
Executive Committee. As of December 31, 2003, the Executive Committee
consisted of Directors Frederick J. Jaindl (Chairman), David M. Jaindl and
Phillip S. Schwartz. The Executive Committee meets as necessary when the Board
is not in session to exercise general control and supervision in all matters
pertaining to the interests of the Company, subject at all times to the
direction of the Board of Directors. The Executive Committee did not meet during
2003.
Audit Committee. The Audit Committee consists of Directors Elizabeth A.
Gaul (Chairperson), Martin F. Spiro and John C. Long. Each member of the Audit
Committee is considered "independent" as defined in the Nasdaq corporate
governance listing standards and under SEC Rule 10A-3. Mr. Long has been
designated as the Financial Expert on the Audit Committee. The Audit Committee
met six times during 2003.
The duties and responsibilities of the Audit Committee include, among
other things:
o retaining, overseeing and evaluating a firm of independent
certified public accountants to audit the annual financial
statements;
o reviewing the integrity of the Company's financial reporting
processes, both internal and external in consultation with the
independent auditors and the internal auditor;
o approving the scope of the audit in advance;
o reviewing the financial statements and the audit report with
management and the independent auditors;
o considering whether the provision by the external auditors of
services not related to the annual audit and quarterly reviews
is consistent with maintaining the auditor's independence;
o reviewing earnings and financial releases and quarterly
reports filed with the SEC;
o consulting with the internal audit staff and reviewing
management's administration of the system of internal
accounting controls;
o approving all engagements for audit and non-audit services by
the independent auditors; and
o reviewing the adequacy of the audit committee charter.
5
Nominating Committee. The full Board of Directors acts as Nominating
Committee for the Company. The Company believes that it is appropriate that
Directors Mark W. Jaindl and David M. Jaindl, who are not "independent" as
defined by Nasdaq corporate governance standards, serve on the Nominating
Committee. The Company believes that Messrs. Jaindl and Jaindl, who are majority
stockholders of the Company, should be able to participate in the nomination of
directors, and Nasdaq corporate governance rules specifically provide a
"Controlled Company Exemption" from the independence requirements for companies
with majority stockholders.
The Company's Board of Directors has adopted a written charter for the
Nominating Committee, which is available at the Company's website at
www.pcbanker.com.
The functions of the Nominating Committee include the following:
o to lead the search for individuals qualified to become members
of the Board and to select director nominees to be presented
for stockholder approval; and
o to develop and recommend to the Board criteria for the
selection of individuals to be considered for election or
re-election to the Board.
The Nominating Committee identifies nominees by first evaluating the
current members of the Board of Directors willing to continue in service.
Current members of the Board with skills and experience that are relevant to the
Company's business and who are willing to continue in service are first
considered for re-nomination, balancing the value of continuity of service by
existing members of the Board with that of obtaining a new perspective. If any
member of the Board does not wish to continue in service, or if the Committee or
the Board decides not to re-nominate a member for re-election, or if the size of
the Board is increased, the Committee would solicit suggestions for director
candidates from all Board members. In addition, the Committee is authorized by
its charter to engage a third party to assist in the identification of director
nominees. The Nominating Committee would seek to identify a candidate who at a
minimum satisfies the following criteria:
o has the highest personal and professional ethics and integrity
and whose values are compatible with the Company's;
o has had experiences and achievements that have given them the
ability to exercise and develop good business judgment;
o is willing to devote the necessary time to the work of the
Board and its committees, which includes being available for
Board and committee meetings;
o is familiar with the communities in which the Company operates
and/or is actively engaged in community activities;
o is involved in other activities or interests that do not
create a conflict with their responsibilities to the Company
and its stockholders; and
o has the capacity and desire to represent the balanced, best
interests of the stockholders of the Company as a group, and
not primarily a special interest group or constituency.
The Nominating Committee will also take into account whether a
candidate satisfies the criteria for "independence" under Nasdaq corporate
governance rules, and if a nominee is sought for service on the Audit Committee,
the financial and accounting expertise of a candidate, including whether an
individual qualifies as an audit committee financial expert.
Procedures for the Consideration of Board Candidates Submitted by
Stockholders. The Nominating Committee has adopted procedures for the submission
of director nominees by stockholders for consideration by the Nominating
6
Committee. If a determination is made that an additional candidate is needed for
the Board, the Nominating Committee will consider candidates submitted by the
Company's stockholders. Stockholders can submit the names of candidates for
Director by writing to the Company's Corporate Secretary, 4029 West Tilghman
Street, Allentown, Pennsylvania 18104. A submission must be received not less
than ninety (90) days prior to the date of the Company's proxy materials for the
preceding year's annual meeting. If the date of the annual meeting is advanced
more than thirty (30) days prior to or delayed by more than thirty (30) days
after the anniversary of the preceding year's annual meeting, the stockholder's
recommendation must be so delivered not later than the close of business on the
tenth day following the day on which public announcement of the date of such
annual meeting is first made. The submission must include the following
information:
o A statement that the writer is a stockholder and is proposing
a candidate for consideration by the Committee;
o The name and address of the stockholder as they appear on the
Company's books, and number of shares of the Company's common
stock that are owned beneficially by such stockholder (if the
stockholder is not a holder of record, appropriate evidence of
the stockholder's ownership will be required);
o The name, address and contact information for the candidate,
and the number of shares of common stock of the Company that
are owned by the candidate (if the candidate is not a holder
of record, appropriate evidence of the stockholder's ownership
should be provided);
o A statement of the candidate's business and educational
experience;
o Such other information regarding the candidate as would be
required to be included in the proxy statement pursuant to SEC
Regulation 14A;
o A statement detailing any relationship between the candidate
and American Bank Incorporated;
o A statement detailing any relationship between the candidate
and any customer, supplier or competitor of American Bank
Incorporated;
o Detailed information about any relationship or understanding
between the proposing stockholder and the candidate; and
o A statement that the candidate is willing to be considered and
willing to serve as a Director if nominated and elected.
A nomination submitted by a stockholder for presentation by the
stockholder at an annual meeting of stockholders must comply with the procedural
and informational requirements described in "Advance Notice Of Business To Be
Conducted at an Annual Meeting."
Stockholder Communications with the Board. A stockholder of the Company
who wants to communicate with the Board or with any individual Director may do
so through our website at www.pcbanker.com or by writing to:
American Bank Incorporated
Attention: Board of Directors
4029 West Tilghman Street
Allentown, PA 18104
7
The letter should indicate that the author is a stockholder and if
shares are not held of record, should include appropriate evidence of stock
ownership. Depending on the subject matter, the Corporate Secretary will:
o forward the communication to the Director(s) to whom it is
addressed;
o attempt to handle the inquiry directly, for example where it
is a request for information about the Company or it is a
stock-related matter; or
o not forward the communication if it is primarily commercial in
nature, relates to an improper or irrelevant topic, or is
unduly hostile, threatening, illegal or otherwise
inappropriate.
Attendance at Annual Meetings of Stockholders
The Company does not have a policy regarding director attendance at
annual meetings of stockholders. All of the Company's directors attended the
prior year's annual meeting of stockholders.
Code of Ethics
The Company has adopted a code of ethics that is applicable to senior
financial officers of the Company, including the Company's principal executive
officer, principal financial officer, principal accounting officer and all
officers performing similar functions as defined in the Code of Ethics. The Code
of Ethics is available on the Company's website at www.pcbanker.com. Amendments
to and waivers from the Code of Ethics with respect to the principal executive
officer, principal financial officer, principal accounting officer and all
officers performing similar functions will also be disclosed on the Company's
website.
Audit Committee Report
The Audit Committee operates under a written charter adopted by the
Board of Directors. Each member of the Audit Committee satisfies the definition
of independent director as established by the National Association of Securities
Dealers.
Management is responsible for the Company's internal controls and
financial reporting process. The independent auditors are responsible for
performing an independent audit of the Company's consolidated financial
statements in accordance with auditing standards generally accepted in the
United States and to issue a report thereon. The Audit Committee's
responsibility is to monitor and oversee these processes.
As part of its ongoing activities, the Audit Committee has:
o Reviewed and discussed with management, and the independent
auditors, the Company's audited consolidated financial
statements for the fiscal year ended December 31, 2003;
o Discussed with the independent auditors the matters required
to be discussed by Statement on Auditing Standards No. 61,
Communications with Audit Committees, as amended; and
o Received the written disclosures and the letter from the
independent auditors required by Independence Standards Board
Standard No. 1, Independence Discussions with Audit
Committees, and has discussed with the independent auditors
their independence from the Company.
Based on the review and discussions referred to above, the Audit
Committee recommended to the Board of Directors that the audited consolidated
financial statements be included in the Company's Annual Report on Form 10-KSB
for the fiscal year ended December 31, 2003 and be filed with the SEC. In
addition, the Audit Committee determined to engage Beard Miller Company LLP as
the Company's independent auditors for the year ending December 31, 2004,
subject to the ratification of this appointment by the stockholders.
8
This report shall not be deemed incorporated by reference by any
general statement incorporating by reference this proxy statement into any
filing under the Securities Act of 1933, as amended, or the Securities Exchange
Act of 1934, as amended, except to the extent that the Company specifically
incorporates this information by reference, and shall not otherwise be deemed
filed under such Acts.
The Audit Committee
Elizabeth A. Gaul, Chairperson
Martin F. Spiro
John C. Long
Directors' Compensation
Each non-employee Director receives $10,000 per year for attendance at
Board and Committee meetings. For the year ended December 31, 2003, directors as
a group received $61,667 in fees for their services. Under the Company's
Non-Qualified Stock Option Plan, and beginning in 1999, each non-employee
director received an annual option grant of 2,000 shares of common stock. Option
grants to Directors were discontinued in 2002. At December 31, 2003, options to
purchase a total of 60,000 shares of common stock had been granted to
non-employee directors at an average exercise price of $5.58 per share, adjusted
for the three-for-two stock split declared in January 2002.
Executive Compensation
Summary Compensation Table. The following table sets forth for the
three years ended December 31, 2003, certain information as to the total
remuneration paid by the Bank to the President and Chief Executive Officer and
the Senior Vice President and Senior Lending officer ("Named Executive
Officers"), each of whose salary and bonuses exceeded $100,000 in 2003.
Annual Compensation (2) Long-Term Compensation (2)
------------------------------------ ----------------------------------------
Restricted Securities All Other
Name and Other Annual Stock underlying Compensation
principal position Year Salary Bonus Compensation Awards options/SARs(#) (1)Payouts (1)(2)
- ------------------ ---- ------ ----- ------------ ------ --------------- ---------- ------------
Mark W. Jaindl, 2003 $ 175,000 $ 16,100 -- -- -- -- $ 41,439(3)
President and Chief 2002 175,000 4,874 -- -- 30,000 -- 14,780
Executive Officer 2001 162,500 18,134 -- -- -- -- 8,291
Chris J. Persichetti, 2003 $ 84,000 $ 24,293 -- -- 1,088 -- $ 7,731(4)
Senior Vice President 2002 76,000 26,149 -- -- 1,500 -- 3,509
Senior Lending Officer 2001 72,500 13,086 -- -- -- -- 4,440
- ------------
(1) Adjusted to reflect the three-for-two stock split declared in January 2002.
(2) All compensation was paid by the Bank.
(3) Includes $25,000 contributed to the deferred compensation plan in 2003. For
the years ended December 31, 2003, 2002 and 2001 the amount includes
$7,772, $6,907 and $7,116 of health, life and disability insurance premiums
paid on behalf of Mr. Jaindl. For the years ended December 31, 2003, 2002
and 2001 the amount includes 300, 250 and 300 shares under the ESOP valued
at the closing market price per share of $9.78, $9.49 and $7.75,
respectively. For the years ended December 31, 2003, 2002 and 2001 the
amount includes $5,733, $5,500 and $5,250 in matching funds for the 401(k)
Plan.
(4) Includes $3,500 contributed to the deferred compensation plan in 2003. For
the years ended December 31, 2003, 2002 and 2001 the amount includes
$1,085, $973 and $979 of life and disability insurance premiums paid on
behalf of Mr. Persichetti. For the years ended December 31, 2003, 2002 and
2001 the amount includes 167, 127 and 183 shares under the ESOP valued at
the closing market price per share of $9.78, $9.49 and $7.75, respectively.
For the years ended December 31, 2003, 2002 and 2001 the amount includes
$1,513, $1,331 and $2,043 in matching funds for the 401(k) Plan.
Employee Benefit Plans
Non-Qualified Stock Option Plan. American Bank adopted a Non-Qualified
Stock Option Plan, which was succeeded to by the Company. The Non-Qualified
Stock Option Plan covers 371,973 shares of common stock, of which 255,588 were
granted and outstanding at December 31, 2003. Options granted under this plan
will have an option price at least equal to the fair market value of the common
stock on the date of the grant. Options available for grant at
9
December 31, 2003, were 116,385. The weighted-average remaining contractual life
of the outstanding options at December 31, 2003, is approximately 6.3 years.
Set forth in the table that follows is information relating to options
granted under the Non-Qualified Stock Option Plan to the Named Executive
Officers during the year ended December 31, 2003.
====================================================================================================================
OPTION GRANTS IN LAST FISCAL YEAR
====================================================================================================================
Individual Grants
- ---------------------------- ---------------- ------------------- ------------ ------------ ------------------------
Percent of Total Exercise
Options Granted or Base
Options to Employees in Price Expiration Grant Date Present
Name Granted 2003 ($)(1) Date Value ($)(2)
- ---------------------------- ---------------- ------------------- ------------ ------------ ------------------------
Mark W. Jaindl -- -- -- N/A N/A
- ---------------------------- ---------------- ------------------- ------------ ------------ ------------------------
Chris J. Persichetti 1,088 46.5 9.31 1/22/13 2,840
============================ ================ =================== ============ ============ ========================
- --------------------------
(1) The exercise price of the options is equal to the fair market value of the
underlying shares on the date of the award. (2) Based on a grant date
present value of $2.61 per share derived using the Black-Scholes option
pricing model with the following assumptions: volatility of 22%; risk free
rate of return of 3.94%; dividend yield of -0-% and a 10-year option life.
Set forth in the table that follows is certain information concerning
options outstanding to the Named Executive Officers at December 31, 2003. No
options were exercised by the Named Executive Officers during 2003.
====================================================================================================================
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES
====================================================================================================================
Number of Unexercised Value of Unexercised
Options at In-The-Money Options at
Year-End Year-End(1)
- ---------------------------- ---------------- ----------------- ------------------------- --------------------------
Name Shares Acquired Value Exercisable/Unexercisable Exercisable/Unexercisable
Upon Exercise Realized (#) ($)
- ---------------------------- ---------------- ----------------- ------------------------- --------------------------
Mark W. Jaindl -- $-- 120,750/30,000 $421,525/$53,500
- ---------------------------- ---------------- ----------------- ------------------------- --------------------------
Chris J. Persichetti -- $-- 13,500/2,588 $51,200/$2,827
============================ ================ ================= ========================= ==========================
- ---------------------------
(1) Equals the difference between the aggregate exercise price of such options
and the aggregate fair market value of the shares of Common Stock that
would be received upon exercise, assuming such exercise occurred on
December 31, 2003, at which date the last trade price of the Common Stock
as quoted on the Nasdaq SmallCap Market was $9.45.
Employee Stock Ownership Plan and Trust. American Bank has established
an employee stock ownership plan. Employees with at least one year of employment
with American Bank and who have attained age 21 are eligible to participate.
Participants in the employee stock ownership plan receive credit for vesting
purposes for each calendar year of continuous employment with American Bank in
which the employee completed 1,000 hours of service prior to the effective date
of the employee stock ownership plan. A participant is 20% vested in his/her
benefits after three years of service and in an additional 20% for each
subsequent year until a participant is 100% vested after seven years. A
participant is also 100% vested in his benefits upon normal retirement (as
defined in the employee stock ownership plan), early retirement, disability or
death. A participant who terminates employment before becoming fully vested will
forfeit his or her non-vested benefits under the employee stock ownership plan.
Benefits are payable in the form of common stock and cash or, at the election of
the participant, in common stock only or cash only, upon separation from
service. American Bank's contributions to the employee stock ownership plan are
discretionary, subject to the loan terms and tax law limits, and, therefore,
benefits payable under the employee stock ownership plan cannot be estimated.
In connection with the establishment of the employee stock ownership
plan, American Bank appointed a committee of non-employee directors to
administer the employee stock ownership plan, and to appoint a trustee. The
employee stock ownership plan trustee, subject to its fiduciary duty, must vote
all allocated shares held in the employee stock ownership plan in accordance
with the instructions of participating employees. Under the employee stock
10
ownership plan, nondirected shares, and shares held in the suspense account,
will be voted in a manner calculated to most accurately reflect the instructions
it has received from participants regarding the allocated stock so long as such
vote is in accordance with the provisions of ERISA.
Employment Agreement. American Bank has entered into an employment
agreement with its President and Chief Executive Officer for a three-year term,
which automatically extends by one day for each day of the contract term.
American Bank can terminate the executive's employment for cause at any time
without obligation under the agreement. If employment is terminated without
cause or following a change in control, American Bank shall pay the executive's
salary for the remaining term of the agreement. The agreement includes
restrictions on competition and confidentiality following termination of
employment.
Non-Qualified Deferred Compensation Plan for Senior Employees. The Bank
established a Non-qualified Deferred Compensation Plan for Senior Employees (the
"Plan"), effective January 1, 2003, for senior employees designated by the Board
of Directors. Each year, the Bank may, but is not required, to make
discretionary contributions to the Plan on behalf of participants. The rate of
return credited to participants' accounts each year is equal to the one-year
treasury yield, unless, in the Board of Directors' sole discretion, a higher
rate of earnings shall be credited. A participant will vest in his account at
the rate of 10% per year, beginning the first day of the second year following
the initial contribution, and become fully vested after ten years of
participation in the Plan. A participant's account will become fully vested upon
a participant's death, disability, retirement at or after attaining age 65, or
due to a change in control. In the event a participant is terminated for cause
or violates the Plan's provisions on non-disclosure, trade secrets and
non-solicitation, his account would be forfeited. Upon the later of the
participant's attainment of age 65 or termination of services due to retirement,
or at such other date as approved by the Board of Directors, the Bank will
distribute the amount credited to the participant's account, commencing or
within 60 days following the last day of the month of such termination, or
within a reasonable period of time thereafter as American Bank and the
participant will determine. In the event of a participant's death or disability,
American Bank will commence distribution within 60 days of notice of the
participant's death or determination of disability. Benefits under the Plan will
be paid in five installments or in a lump sum, at the Board's discretion. A
participant may request distribution of benefits in a lump sum; however, the
determination as to whether to grant such request rests solely with the Board,
and if granted, the lump sum distribution will be conditioned on the
participant's entering into a two-year non-compete agreement. For as long as the
participant participates in the Plan as an employee of the Bank or while
receiving benefits under the Plan, the participant will be bound by the
non-disclosure/trade secret and non-solicitation provisions of the Plan.
Incentive Compensation
Incentive compensation bonuses paid to executive officers, other
officers, and staff are determined and paid at the sole discretion of the Board
of Directors, typically on an annual basis. Total incentive compensation bonuses
paid to all employees was $60,409, $89,500 and $109,100 for the years ended
December 31, 2003, 2002 and 2001, respectively.
Compliance With Section 16(a) of the Exchange Act
The common stock of the Company is registered with the SEC pursuant to
Section 12(g) of the Securities Exchange Act of 1934 (the "Exchange Act"). The
officers and directors of the Company and beneficial owners of greater than 10%
of the Company's Common Stock ("10% beneficial owners") are required to file
reports on Forms 3, 4 and 5 with the SEC disclosing beneficial ownership and
changes in beneficial ownership of the Common Stock. SEC rules require
disclosure in the Company's Proxy Statement of the failure of an officer,
director or 10% beneficial owner of the Company's common stock to file a Form 3,
4, or 5 on a timely basis. Due to an administrative error, Senior Vice
President, Senior Operating Officer and Corporate Secretary Sandra A. Berg was
delinquent in filing a Form 4 to report the exercise of 225 warrants for 225
shares of common stock at $6.67 per share. Based on the Company's review of
ownership reports, no other officer, director or 10% beneficial owner of the
Company failed to file ownership reports as required for the year ended December
31, 2003.
11
Transactions With Certain Related Persons
American Bank leases the premises for its principal office under a
five-year operating lease agreement expiring November 2007. American Bank has
the option to extend the lease agreement for four additional five-year lease
terms. American Bank is responsible for its direct or proportionate share of
real estate taxes, insurance, utilities and maintenance and repairs on the
building. The lessor is Frederick J. Jaindl, Chairman of the Board and a
principal stockholder of American Bank Incorporated, who passed away on March
29, 2004. The minimum lease payments due in 2004 under the original terms of the
lease are $303,000.
American Bank has had, and may be expected to have in the future,
banking transactions in the ordinary course of business with its executive
officers, directors, principal stockholders, their immediate families and
affiliated companies (commonly referred to as related parties), on the same
terms, including interest rates, as those prevailing at the time for comparable
transactions with others.
PROPOSAL II - RATIFICATION OF APPOINTMENT OF AUDITORS
The Audit Committee of the Company has approved the engagement of Beard
Miller Company LLP as the Company's auditors for the year ending December 31,
2004, subject to the ratification of the engagement by stockholders. A
representative of Beard Miller Company LLP is expected to attend the Annual
Meeting to respond to appropriate questions and to make a statement if he so
desires.
Fees Paid to Beard Miller Company LLP
Set forth below is certain information concerning aggregate fees billed
for professional services rendered by Beard Miller Company LLP during 2003 and
2002:
Audit Fees. The aggregate fees billed to the Company by Beard Miller
Company LLP for professional services rendered by Beard Miller Company LLP for
the audit of the Company's annual financial statements, review of the financial
statements included in the Company's Quarterly Reports on Form 10-QSB and
services that are normally provided by Beard Miller Company LLP in connection
with statutory and regulatory filings and engagements was $57,882 and $67,323
during the years ended December 31, 2003 and 2002, respectively.
Audit Related Fees. The aggregate fees billed to the Company by Beard
Miller Company LLP for assurance and related services rendered by Beard Miller
Company LLP that are reasonably related to the performance of the audit of and
review of the financial statements and that are not already reported in "Audit
Fees," above, was $-0- and $-0- during the years ended December 31, 2003 and
2002, respectively.
Tax Fees. The aggregate fees billed to the Company by Beard Miller
Company LLP for professional services rendered by Beard Miller Company LLP for
tax compliance, tax advice and tax planning was $7,792 and $8,217 during the
years ended December 31, 2003 and 2002, respectively. These services primarily
included the review of tax returns and quarterly tax provisions and tax advice
concerning the non-qualified option plan in 2002.
All Other Fees. The aggregate fees billed to the Company by Beard
Miller Company LLP that are not described above was $-0- and $-0- during the
years ended December 31, 2003 and 2002.
Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services of
Independent Auditor
The Audit Committee's policy is to pre-approve all audit and non-audit
services provided by the independent auditors. These services may include audit
services, audit-related services, tax services and other services. Pre-approval
is generally provided for up to one year and any pre-approval is detailed as to
particular service or category of services and is generally subject to a
specific budget. The Audit Committee has delegated pre-approval authority to its
Chairman when expedition of services is necessary. The independent auditors and
management are required to periodically report to the full Audit Committee
regarding the extent of services provided by the independent auditors in
accordance with this
12
pre-approval, and the fees for the services performed to date. For the years
ended December 31, 2003 and 2002, 100% of audit related fees, tax fees and all
other fees were approved by the Audit Committee prior to engagement.
The Audit Committee has considered whether the provision of non-audit
services, which relate primarily to tax services rendered, is compatible with
maintaining Beard Miller Company LLP's independence. The Audit Committee
concluded that performing such services does not affect Beard Miller Company
LLP's independence in performing its function as auditor of the Company.
In order to ratify the selection of Beard Miller Company LLP as the
auditors for the year ending December 31, 2004 the proposal must receive at
least a majority of the votes cast, either in person or by proxy, in favor of
such ratification. THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE
RATIFICATION OF BEARD MILLER COMPANY LLP AS AUDITORS FOR THE YEAR ENDING
DECEMBER 31, 2004.
STOCKHOLDER PROPOSALS
In order to be eligible for inclusion in the proxy materials for next
year's Annual Meeting of Stockholders, any stockholder proposal to take action
at such meeting must be received at the Company's executive office, 4029 West
Tilghman Street, Allentown, Pennsylvania 18104, no later than December 1, 2004.
Any such proposals shall be subject to the requirements of the proxy rules
adopted under the Exchange Act.
Under the Company's Bylaws, certain procedures are provided which a
stockholder must follow to introduce an item of business at an annual meeting of
stockholders. These procedures provide, generally, that stockholders desiring to
bring a proper subject of business before the meeting, must have given timely
notice thereof in writing to the Secretary of the Corporation. To be timely a
stockholder's notice must be delivered to or mailed and received at the
principal executive offices of the Company not later than ninety (90) days prior
to the anniversary date of the mailing of proxy materials by the Company in
connection with the immediately preceding annual meeting of stockholders of the
Company. A stockholder's notice to the Secretary shall set forth as to each
matter the stockholder proposes to bring before the annual meeting (a) a brief
description of the business desired to be brought before the annual meeting, (b)
the name and address, as they appear on the Company's books, of the stockholder
proposing such business, (c) the class and number of shares of the Company which
are beneficially owned by the stockholder, and (d) any material interest of the
stockholder in such business. The chairman of an annual meeting shall, if the
facts warrant, determine and declare to the meeting that business was not
properly brought before the meeting in accordance with the provisions of the
Company's Bylaws, and if he should so determine, he shall so declare to the
meeting and any such business not properly brought before the meeting shall not
be transacted.
OTHER MATTERS
The Board of Directors is not aware of any business to come before the
Annual Meeting other than the matters described above in the Proxy Statement.
However, if any matters should properly come before the Annual Meeting, it is
intended that holders of the proxies will act as directed by a majority of the
Board of Directors, except for matters related to the conduct of the Annual
Meeting, as to which they shall act in accordance with their best judgment.
13
MISCELLANEOUS
The cost of solicitation of proxies will be borne by the Company. The
Company will reimburse brokerage firms and other custodians, nominees and
fiduciaries for reasonable expenses incurred by them in sending proxy materials
to the beneficial owners of Common Stock. In addition to solicitations by mail,
directors, officers and regular employees of the Company may solicit proxies
personally or by telephone without additional compensation.
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB FOR THE YEAR ENDED
DECEMBER 31, 2003, WILL BE FURNISHED WITHOUT CHARGE TO STOCKHOLDERS UPON WRITTEN
OR TELEPHONIC REQUEST TO SANDRA A. BERG, CORPORATE SECRETARY, 4029 WEST TILGHMAN
STREET, ALLENTOWN, PENNSYLVANIA 18104, (610) 366-1800.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Sandra A. Berg
Sandra A. Berg
Corporate Secretary
Allentown, Pennsylvania
April 2, 2004
14
PROXY
AMERICAN BANK INCORPORATED
ANNUAL MEETING OF STOCKHOLDERS
April 27, 2004
The undersigned hereby appoints the official proxy committee of the
Board of Directors, with full powers of substitution, to act as attorneys and
proxies for the undersigned to vote all shares of Common Stock of the Company
which the undersigned is entitled to vote at the Annual Meeting of Stockholders
("Annual Meeting") to be held at The Holiday Inn West, Route 100 and Interstate
78, Fogelsville, Pennsylvania on April 27, 2004, at 9:00 a.m. local time. The
official proxy committee is authorized to cast all votes to which the
undersigned is entitled as follows:
VOTE
FOR WITHHELD
--- --------
(except as
marked to
the
contrary
below)
1. The election as Directors of Phillip S.
Schwartz and Martin F. Spiro, each to
serve for a three-year term. |_| |_|
INSTRUCTION: To withhold your vote for one
or more nominees, write the name of the
nominee(s) on the line(s) below.
- ------------------------------
- ------------------------------
FOR AGAINST ABSTAIN
--- ------- -------
2. The ratification of Beard Miller Company LLP as
auditors for the year ending December 31, 2004. |_| |_| |_|
The Board of Directors recommends a vote "FOR" each of the listed proposals.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS
PROXY, IF SIGNED AND RETURNED, WILL BE VOTED FOR EACH OF THE PROPOSITIONS STATED
ABOVE. IF ANY OTHER BUSINESS IS PRESENTED AT SUCH ANNUAL MEETING, THIS PROXY
WILL BE VOTED AS DIRECTED BY A MAJORITY OF THE BOARD OF DIRECTORS. AT THE
PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED
AT THE ANNUAL MEETING.
- --------------------------------------------------------------------------------
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Should the undersigned be present and elect to vote at the Annual Meeting or at
any adjournment thereof and after notification to the Secretary of the Company
at the Annual Meeting of the stockholder's decision to terminate this proxy,
then the power of said attorneys and proxies shall be deemed terminated and of
no further force and effect. This proxy may also be revoked by sending written
notice to the Secretary of the Company at the address set forth on the Notice of
Annual Meeting of Stockholders, or by the filing of a later proxy prior to a
vote being taken on a particular proposal at the Annual Meeting.
The undersigned acknowledges receipt from the Company prior to the execution of
this proxy of notice of the Annual Meeting, a proxy statement dated April 2,
2004, and audited financial statements.
Dated: _______________________ +-+ Check Box if You Plan
+-+ to Attend Annual Meeting
- ------------------------------ -----------------------------------
PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER
- ------------------------------ -----------------------------------
SIGNATURE OF STOCKHOLDER SIGNATURE OF STOCKHOLDER
Please sign exactly as your name appears on this card. When signing as attorney,
executor, administrator, trustee or guardian, please give your full title.
- --------------------------------------------------------------------------------
Please complete and date this proxy and return it promptly in the
enclosed postage-prepaid envelope.
- --------------------------------------------------------------------------------