SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant[X]
Filed by a Party other than the Registrant[ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant toss. 240.14a-12
ASB FINANCIAL CORP.
_______________________________________________
(Name of Registrant as Specified In Its Charter)
_________________________________________________________________________
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ X ] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
_______________________________________________________________
2) Aggregate number of securities to which transaction applies:
_______________________________________________________________
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it
was determined):
_______________________________________________________________
4) Proposed maximum aggregate value of transaction:
_______________________________________________________________
5) Total fee paid:
_______________________________________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
______________________________________
2) Form, Schedule or Registration Statement No.:
______________________________________
3) Filing Party:
______________________________________
4) Date Filed:
______________________________________
ASB FINANCIAL CORP.
503 Chillicothe Street
Portsmouth, Ohio 45662
(740) 354-3177
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
The 2002 Annual Meeting of Shareholders of ASB Financial Corp. ("ASB")
will be held at Shawnee State Park Resort and Conference Center, 4404B State
Route 125, West Portsmouth, Ohio 45663, on October 23, 2002, at 11:00 a.m.,
local time (the "Annual Meeting"), for the following purposes, all of which are
more completely set forth in the accompanying Proxy Statement:
1. To elect five directors of ASB for terms expiring in 2003;
2. To ratify the selection of Grant Thornton LLP as the auditors of
ASB for the current fiscal year; and
3. To transact such other business as may properly come before the
Annual Meeting or any adjournments thereof.
Only shareholders of ASB of record at the close of business on August
30, 2002, will be entitled to receive notice of and to vote at the Annual
Meeting and at any adjournments thereof. Whether or not you expect to attend the
Annual Meeting, we urge you to consider the accompanying Proxy Statement
carefully and to SIGN, DATE AND PROMPTLY RETURN THE ENCLOSED PROXY SO THAT YOUR
SHARES MAY BE VOTED IN ACCORDANCE WITH YOUR WISHES AND THE PRESENCE OF A QUORUM
MAY BE ASSURED. Submitting a Proxy does not affect your right to vote in person
in the event you attend the Annual Meeting.
By Order of the Board of Directors
/s/Robert M. Smith
Portsmouth, Ohio Robert M. Smith, President
September 16, 2002
ASB FINANCIAL CORP.
503 Chillicothe Street
Portsmouth, Ohio 45662
(740) 354-3177
PROXY STATEMENT
PROXIES
The enclosed Proxy is solicited by the Board of Directors of ASB
Financial Corp. ("ASB" or the "Company") for use at the 2002 Annual Meeting of
Shareholders of ASB to be held at Shawnee State Park Resort and Conference
Center, 4404B State Route 125, West Portsmouth, Ohio 45663, on October 23, 2002,
at 11:00 a.m., local time, and at any adjournments thereof (the "Annual
Meeting"). The Proxy will not be used for any other meeting. Without affecting
any vote previously taken, a shareholder may revoke a Proxy by executing a later
dated proxy which is received by ASB before the Proxy is exercised or by giving
notice of revocation to ASB in writing or in open meeting before the Proxy is
exercised. Attendance at the Annual Meeting will not, by itself, revoke a Proxy.
Each properly executed Proxy received prior to the Annual Meeting and
not revoked will be voted as specified thereon or, in the absence of specific
instructions to the contrary, will be voted:
FOR the reelection of William J. Burke, Lee O. Fitch, Gerald R.
Jenkins, Louis M. Schoettle and Robert M. Smith as directors of
ASB for terms expiring in 2003; and
FOR the ratification of the selection of Grant Thornton LLP
("Grant Thornton") as the auditors of ASB for the current fiscal
year.
Proxies may be solicited by the directors, officers and other employees
of ASB and its subsidiary, American Savings Bank, fsb ("American"), in person or
by telephone, telegraph or mail only for use at the Annual Meeting. The cost of
soliciting Proxies will be paid by ASB.
Only shareholders of record as of the close of business on August 30,
2002, are entitled to vote at the Annual Meeting. Each such shareholder will be
entitled to cast one vote for each share owned. ASB's records disclose that, as
of August 30, 2002, there were 1,512,305 votes entitled to be cast at the Annual
Meeting.
This Proxy Statement is first being mailed to shareholders of ASB on or
about September 23, 2002.
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VOTE REQUIRED
Election of Directors
Under Ohio law and ASB's Code of Regulations, the five nominees
receiving the greatest number of votes will be elected as directors. Each
shareholder will be entitled to cast one vote for each share owned. Shares held
by a nominee for a beneficial owner that are represented in person or by proxy
but not voted ("non-votes") and shares as to which the authority to vote is
withheld are not counted toward the election of directors. If you sign and date
a proxy but do not specify how your shares should be voted, your shares will be
voted FOR the reelection of the five nominees.
Ratification of Selection of Auditors
The affirmative vote of the holders of a majority of the shares of ASB
represented in person or by proxy at the Annual Meeting is necessary to ratify
the selection of Grant Thornton as the auditors of ASB for the current fiscal
year. The effect of an abstention is the same as a vote against ratification. If
you sign and date a Proxy but do not specify how your shares should be voted,
your shares will be voted FOR the ratification of the selection of Grant
Thornton as auditors.
OWNERSHIP OF ASB STOCK
The following table sets forth certain information regarding the number
of common shares of ASB beneficially owned by each director of ASB and by all
directors and executive officers of ASB as a group as of August 30, 2002:
Amount and nature of Percent of
Name and address (1) beneficial ownership (2) shares outstanding (3)
William J. Burke 49,885 (4) 3.27
Lee O. Fitch 63,616 (5) 4.20
Gerald R. Jenkins 135,087 (6) 8.60
Louis M. Schoettle 50,600 (7) 3.32
Robert M. Smith 113,003 (8) 7.20
All directors and executive
officers of ASB
as a group (9 persons) 510,868 29.92
___________________________
(1) Each of the persons listed in this table may be contacted at the address of
ASB.
(2) All shares are owned directly with sole voting or investment power unless
otherwise indicated by footnote.
(3) Assumes a total of 1,512,305 common shares outstanding, plus the number of
shares such person or group has the right to acquire within 60 days, if
any.
(4) Includes 11,486 shares which may be acquired upon the exercise of an
option, 1,200 shares as to which Mr. Burke has shared voting and investment
power, and 25,199 shares as to which Mr. Burke has shared investment power.
(Footnotes continued on next page)
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(5) Includes 3,207 shares which may be acquired upon the exercise of an option,
17,815 shares held by the ASB Management Recognition Plan (the "MRP") as to
which Mr. Fitch has shared voting power as Trustee of the MRP, and 11,653
shares as to which Mr. Fitch has shared investment power.
(6) Includes 58,942 shares which may be acquired upon the exercise of an
option, 27,919 shares as to which Mr. Jenkins has shared voting and
investment power, and 17,142 shares as to which Mr. Jenkins has shared
investment power.
(7) Includes 12,516 shares which may be acquired upon the exercise of an
option, 21,883 shares as to which Dr. Schoettle has shared voting and
investment power, and 11,985 shares as to which Dr. Schoettle has shared
investment power.
(8) Includes 56,655 shares which may be acquired upon the exercise of an
option, 18,058 shares as to which Mr. Smith has shared voting and
investment power, and 11,295 shares as to which Mr. Smith has shared
investment power.
The following table sets forth certain information regarding the only
person, other than the directors listed above, known to ASB to beneficially own
more than five percent of the outstanding common shares of ASB as of August 30,
2002:
Amount and nature of Percent of
Name and address beneficial ownership shares outstanding
ASB Financial Corp. Employee
Stock Ownership Plan
1201 Broadway
Quincy, Illinois 62301 133,747 (1) 8.84
____________________________
(1) Includes 29,315 unallocated shares as to which First Bankers Trust, N.A.,
as the Trustee for the ASB Financial Corp. Employee Stock Ownership Plan
(the "ESOP"), has sole voting power. First Bankers Trust Company, N.A. (the
"ESOP Trustee"), has limited investment power over all shares held in the
ESOP Trust.
BOARD OF DIRECTORS
Election of Directors
The Board of Directors consists of five directors who are elected
annually. The Board of Directors proposes the reelection of the following
persons to serve as directors of ASB until the annual meeting of shareholders in
2003 and until their successors are duly elected and qualified:
Director of
Name Age ASB since
William J. Burke 61 1995
Lee O. Fitch 86 1995
Gerald R. Jenkins 67 1995
Louis M. Schoettle 76 1995
Robert M. Smith 56 1995
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If any nominee is unable to stand for election, any Proxies granting
authority to vote for that nominee will be voted for such substitute as the
Board of Directors recommends.
Mr. Burke is a director, the chief executive officer and the marketing
manager of OSCO Industries, Inc., a manufacturing company which has its
principal place of business in Portsmouth, Ohio. He has been employed by OSCO
Industries, Inc., since 1977.
Mr. Fitch is a shareholder and director of the law firm of Miller,
Searl and Fitch, L.P.A. He has practiced law with Miller, Searl and Fitch since
1950.
Mr. Jenkins retired as the President and Chief Executive Officer of ASB
and American effective January 1998. Prior to becoming President in 1983, he
held various positions at American including Secretary and Vice President.
Dr. Schoettle is a physician. He retired from active practice in 1994
after over 35 years of practicing medicine in Portsmouth. Dr. Schoettle also
owns and operates a 1,100 acre farm.
Mr. Smith has been employed by American since 1966 and is currently the
President and Chief Executive Officer of American. In 1998, he was named the
President of ASB. Prior positions held by Mr. Smith with American include
Secretary, Treasurer and Executive Vice President.
In accordance with Section 2.03 of the Regulations, nominees for
election as directors may be proposed only by the directors or by a shareholder
entitled to vote for directors if the shareholder has submitted a written
nomination to the Secretary of ASB by the later of the August 15th immediately
preceding the annual meeting of shareholders or the sixtieth day before the
first anniversary of the most recent annual meeting of shareholders held for the
election of directors. Each written nomination must state the name, age,
business or residence address of the nominee, the principal occupation or
employment of the nominee, the number of common shares of ASB owned either
beneficially or of record by the nominee and the length of time such shares have
been so owned.
Each of the directors of ASB is also a director of American. Each
nominee became a director of ASB in connection with the conversion of American
from mutual to stock form (the "Conversion") and the formation of ASB as the
holding company for American in 1995.
Meetings of Directors
The Board of Directors of ASB met twelve times for regularly scheduled
and special meetings during the fiscal year ended June 30, 2002. Each director
attended at least 75% of the aggregate of such meetings and the meetings of the
committees on which he served, except Mr. Fitch.
The Board of Directors of American also met twelve times for regularly
scheduled and special meetings during the fiscal year ended June 30, 2002.
Committees of Directors
ASB has an Audit Committee and an Executive Committee. The full Board
of Directors of ASB serves as a nominating committee. ASB does not have a
compensation committee.
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The Audit Committee recommends audit firms to the full Boards of
Directors and reviews and approves the annual independent audit report. The
members of the Audit Committee are Mr. Fitch, Mr. Burke, Dr. Schoettle and Mr.
Jenkins. The Audit Committee met once during the fiscal year ended June 30,
2002.
All directors are members of the Executive Committee. The Executive
Committee is authorized to act on behalf of the Board of Directors between
regular meetings of the Board. The Executive Committee met four times during the
fiscal year ended June 30, 2002.
EXECUTIVE OFFICERS
In addition to Mr. Smith, who is the President of both ASB and
American, the following persons are executive officers of ASB and American and
hold the designated positions:
Name Age Position(s) held
Carlisa R. Baker 40 Treasurer of American and ASB
Mary Kathryn Fish 51 Secretary of American and ASB
Michael L. Gampp 33 Vice President/Chief Financial Officer of American
and ASB
Jack A. Stephenson 50 Vice President of American and ASB
Ms. Baker has been employed by American since 1979. In 1993, she was
promoted to her present position as Treasurer. She has served as the Treasurer
of American since 1993 and of ASB since November 1995.
Ms. Fish has been employed by American since 1984. She is responsible
for American's deposit activities. She has also served as American's corporate
Secretary since 1993 and ASB's corporate Secretary since January 1995.
Mr. Gampp has been employed by American and ASB since September 2000
and serves as Vice President and Chief Financial Officer. From 1997 until his
employment with American, Mr. Gampp was a principal with Reynolds & Co.,
Certified Public Accountants. From 1995 to 1997 he was Chief Financial Officer
of Buckeye Rural Electric.
Mr. Stephenson has been employed by American since 1987. Since 1988 he
has served as American's Vice President responsible for lending activities and
has served as Vice President of ASB since January 1995.
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COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
Executive Compensation
The following table sets forth the compensation paid to Mr. Smith, the
President of ASB and American, for the fiscal years ended June 30, 2002, 2001,
and 2000. No other executive officer of ASB earned salary and bonus in excess of
$100,000 during such periods.
Summary Compensation Table
--------------------------
Annual compensation Long term compensation
-------------------- ------------------------------------------------------------------
Awards Payouts
----------------------------------- ---------------------------
Name and principal Year Salary Bonus Restricted Securities LTIP All other
position ($) ($) stock awards underlying payouts compensation
($) options/SARs (#) ($) (1)
- ----------------------------------------------------------------------------------------------------------------------------
Robert M. Smith 2002 $128,250 $15,000 -- -- -- $52,462 (2)
President 2001 $120,000 $14,000 -- -- -- $46,689 (3)
2000 $106,500 $10,000 -- -- -- $52,120 (4)
(1) Does not include amounts attributable to other miscellaneous benefits
received by Mr. Smith, the cost of which was less than 10% of his annual
salary and bonus.
(2) Consists of director's fees of $20,700 and allocations of $31,762 to Mr.
Smith's ESOP account.
(3) Consists of director's fees of $20,100 and allocations of $26,589 to Mr.
Smith's ESOP account.
(4) Consists of directors' fees of $19,800 and allocations of $32,320 to Mr.
Smith's ESOP account.
Salary Plan
American maintains a non-qualified retirement plan (the "Salary Plan")
for the benefit of Mr. Smith. The Salary Plan provides for continued monthly
compensation to Mr. Smith, or his or her beneficiary, for 180 months following
his retirement from American at age 65, provided he has completed 15 consecutive
years of service to American. The Salary Plan provides for a reduced benefit if
Mr. Smith retires after age 55 but before age 65. If Mr. Smith's employment is
terminated prior to his attaining age 55 for any reason other than total
disability or death, he is not entitled to receive any benefits under the Salary
Plan. The benefit payable to Mr. Smith under the Salary Plan, assuming his
retirement at age 65, is $5,000 per month for 180 months.
Stock Option Plan
The shareholders approved the Stock Option Plan in 1995, at which time
171,396 common shares were reserved for issuance by ASB. In 1997 and again in
2000, pursuant to the terms of the Plan that permit adjustments to reflect
changes in capitalization, the number of shares reserved under the Plan was
increased. There are currently 228,627 shares reserved for issuance, and 212,915
shares have been awarded. Directors, officers and employees of American and ASB
are eligible to receive options under the Stock Option Plan.
-6-
The following table sets forth information regarding the number and
value of unexercised options held by Mr. Smith at June 30, 2002:
Aggregated Option/SAR Exercises in Last Fiscal Year and 6/30/02 Option /SAR Values
Number of securities Value of unexercised in-the-
underlying unexercised money options/SARs at
Shares acquired Value options/SARs at 6/30/02 (#) 6/30/02 ($)(1)
Name on exercise (#) realized ($) exercisable/unexercisable exercisable/unexercisable
- ------------------ --------------- ------------- --------------------------- ------------------------------
Robert M. Smith 3,000 $8,130 56,655/-0- $223,787/$0
_________________________
(1) The value of the option was determined by multiplying the number of shares
subject to unexercised options by the difference between the $7.64 per
share exercise price of the option and the fair market value of ASB's
shares, which was $11.59 per share on June 30, 2002.
Management Recognition Plan
The MRP purchased 68,558 common shares, all of which have been awarded
to directors and executive officers of ASB and American. One-fifth of such
shares become earned and non-forfeitable on each of the first five anniversaries
of the date of the award. Of the shares awarded, 50,743 have vested.
Employee Stock Ownership Plan
ASB established the ESOP for the benefit of employees of ASB and its
subsidiaries, including American, who are age 21 or older and who have completed
at least one year of service with ASB and its subsidiaries. The ESOP provides an
ownership interest in ASB to all full-time employees of ASB and its
subsidiaries. As of June 30, 2002, 104,432 of the 133,747 common shares of ASB
held by the ESOP have been allocated to the accounts of participants.
Director Compensation
Each director currently receives a fee of $550 per month for service as
a director of ASB and a fee of $1,200 per month for service as a director of
American. In addition, each non-employee committee member receives $100 per
committee meeting attended.
American maintains a deferred compensation benefit plan under which the
directors may defer payment of their director's fees. The amounts deferred are
used to purchase common shares of ASB at various times throughout the year. One
month after a director ceases to be an active director of American, American
shall pay the director's deferred amount in a lump sum or, at the director's
option, in equal monthly payments for a period of not less than five nor more
than ten years. The deferred amount shall be paid in common shares of ASB unless
American elects to convert the shares into cash.
If a director dies while serving as a director of American, equal
monthly payments for a period of ten years will be made to the director's
beneficiary equivalent to the amount the director would have received if he had
retired on the day of his death.
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CERTAIN TRANSACTIONS
American makes loans to executive officers and directors in the
ordinary course of business. All amounts owed by directors or executive officers
in excess of $60,000 during the last two fiscal years were owed pursuant to
loans made on substantially the same terms as those prevailing at the time for
comparable transactions with other persons, did not involve more than the normal
risk of collectibility or present other unfavorable features and are current in
their payments.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under the federal securities laws, ASB's directors and executive
officers and persons holding more than 10% of the common shares of ASB are
required to report their ownership of common shares and any changes in such
ownership to the Securities and Exchange Commission (the "SEC") and ASB. To
ASB's knowledge, based solely upon a review of such reports and written
representations that no other reports were required during the fiscal year ended
June 30, 2002, Mr. Gampp failed to file by the applicable due date a Form 3
regarding his share ownership at the time he became an officer of the Company
and Mr. Burke failed to file by the applicable due date a Form 4 regarding a
transfer of shares. No other directors, officers or 10% holders failed to timely
file any such reports.
SELECTION OF AUDITORS
The Board of Directors has selected Grant Thornton LLP as the auditors
of ASB for the current fiscal year and recommends that the shareholders ratify
the selection. Management expects that a representative of Grant Thornton will
be present at the Annual Meeting, will have the opportunity to make a statement
if he or she so desires and will be available to respond to appropriate
questions.
Audit Committee Report
The Audit Committee of the Board of Directors of ASB is comprised of
four directors, all of whom are considered "independent" under Rule 4200(a)(14)
of the National Association of Securities Dealers' listing standards. The Audit
Committee is responsible for overseeing the Company's accounting functions and
controls, as well as recommending to the Board of Directors an accounting firm
to audit ASB's financial statements. The Audit Committee has adopted a charter
to set forth its responsibilities (the "Charter").
As required by the Charter, the Audit Committee received and reviewed
the report of Grant Thornton regarding the results of their audit, as well as
the written disclosures and the letter from Grant Thornton required by
Independence Standards Board Standard No. 1. The Audit Committee reviewed the
audited financial statements with the management of ASB. A representative of
Grant Thornton also discussed with the Audit Committee the independence of Grant
Thornton from ASB, as well as the matters required to be discussed by Statement
of Auditing Standards 61. Discussions between the Audit Committee and the
representative of Grant Thornton included the following:
o Grant Thornton's responsibilities in accordance with generally
accepted auditing standards
o The initial selection of, and whether there were any changes in,
significant accounting policies or their application
o Management's judgments and accounting estimates
-8-
o Whether there were any significant audit adjustments
o Whether there were any disagreements with management
o Whether there was any consultation with other accountants
o Whether there were any major issues discussed with management prior to
Grant Thornton's retention
o Whether Grant Thornton encountered any difficulties in performing the
audit
o Grant Thornton's judgments about the quality of ASB's accounting
principles
o Grant Thornton's responsibilities for information prepared by
management that is included in documents containing audited financial
statements
Based on its review of the financial statements and its discussions
with management and the representative of Grant Thornton, the Audit Committee
did not become aware of any material misstatements or omissions in the financial
statements. Accordingly, the Audit Committee recommended to the Board of
Directors that the audited financial statements be included in the Annual Report
on Form 10-KSB for the year ended June 30, 2002, to be filed with the SEC.
Lee O. Fitch
William J. Burke
Gerald R. Jenkins
Louis M. Schoettle
Audit Fees
During the fiscal year ended June 30, 2002, Grant Thornton billed ASB
$38,750 in fees for professional services in connection with the audit of ASB's
annual financial statements and the review of financial statements included in
ASB's forms 10-QSB.
Financial Information Systems Design and Implementation Fees
During the last fiscal year, ASB did not incur fees for professional
accounting services to design, implement or manage, hardware or software that
collects or generates information significant to ASB's financial statements, or
to operate or supervise the operation of an information system or local area
network for ASB.
All Other Fees
During the fiscal year ended June 30, 2002, Grant Thornton billed ASB
$21,185 in fees for all accounting services rendered by Grant Thornton, other
than the services discussed under the headings Audit Fees and Financial
Information Systems Design and Implementation Fees above.
-9-
PROPOSALS OF SHAREHOLDERS AND OTHER MATTERS
If a qualified shareholder of ASB intends to submit a proposal to be
considered for inclusion in ASB's form of Proxy and in ASB's Proxy Statement
(the "Proxy Materials") for the 2003 Annual Meeting of Shareholders (the "2003
Annual Meeting"), such proposal must be received by ASB no later than May 21,
2003. If a shareholder intends to present a proposal at the 2003 Annual Meeting
and the proposal was not included in the Proxy Materials, ASB's management
proxies for the 2003 Annual Meeting will still be entitled to use their
discretionary voting authority to vote on such proposal despite the exclusion of
any discussion of the matter in the Proxy Materials if the proposal is not
received by ASB before August 4, 2003.
Management knows of no other business which may be brought before the
Annual Meeting. It is the intention of the persons named in the enclosed Proxy
to vote such Proxy in accordance with their best judgment on any other matters
which may be brought before the Annual Meeting.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. WHETHER OR NOT YOU
EXPECT TO ATTEND THE MEETING IN PERSON, WE URGE YOU TO FILL IN, SIGN AND RETURN
THE PROXY IN THE ENCLOSED SELF-ADDRESSED ENVELOPE.
By Order of the Board of Directors
Portsmouth, Ohio Robert M. Smith, President
September 16, 2002
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REVOCABLE PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
ASB FINANCIAL CORP.
ASB FINANCIAL CORP. 2002 ANNUAL MEETING OF SHAREHOLDERS
October 23, 2002
The undersigned shareholder of ASB Financial Corp. ("ASB") hereby
constitutes and appoints the Proxy Committee of ASB as the Proxy or Proxies of
the undersigned with full power of substitution and resubstitution, to vote at
the Annual Meeting of Shareholders of ASB to be held at Shawnee State Park
Resort and Conference Center, 4404B State Route 125, West Portsmouth, Ohio
45663, on October 23, 2002, at 11:00 a.m. local time (the "Annual Meeting"), all
of the shares of ASB which the undersigned is entitled to vote at the Annual
Meeting, or at any adjournment thereof, on each of the following proposals, all
of which are described in the accompanying Proxy Statement:
1. The election of five directors for terms expiring in 2003:
[ ] FOR all nominees [ ] WITHHOLD authority to
listed below Vote for all nominees
(except as marked to the Listed below:
contrary below):
William J. Burke
Lee O. Fitch
Gerald R. Jenkins
Louis M. Schoettle
Robert M. Smith
(INSTRUCTION: To withhold authority to votefor any individual nominee, write
that nominee's name in the space provided below).
_______________________________________________________________________
2. The ratification of the selection of Grant Thornton LLP, certified public
accountants, as the auditors of ASB for the current fiscal year.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. In their discretion, upon such other business as may properly come before
the Annual Meeting or any adjournments thereof.
IMPORTANT: Please sign and date this Proxy on the reverse side.
The Board of Directors recommends a vote "FOR" the nominees and proposal 2.
This Proxy, when properly executed, will be voted in the manner
directed herein by the undersigned shareholder. Unless otherwise specified, the
shares will be voted FOR the nominees and proposal 2.
All Proxies previously given by the undersigned are hereby revoked.
Receipt of the Notice of the 2002 Annual Meeting of Shareholders of ASB and of
the accompanying Proxy Statement is hereby acknowledged.
Please sign exactly as your name appears on your Stock Certificate(s).
Executors, Administrators, Trustees, Guardians, Attorneys and Agents should give
their full titles.
____________________________ ______________________________
Signature Signature
Dated: _____________________ Dated: _______________________
PLEASE SIGN, DATE AND RETURN THIS PROXY PROMPTLY IN THE ENCLOSED ENVELOPE. NO
POSTAGE IS REQUIRED FOR MAILING IN THE U.S.A.