-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, Qbyw5+0Ki30yLNic/nF6FziKxuzE0u+kWFTZOsHHbhariKyC69RVmxBcS7i1T4tJ gNZhIXvs3fThFTxWotAnZw== 0000004570-95-000009.txt : 19950614 0000004570-95-000009.hdr.sgml : 19950614 ACCESSION NUMBER: 0000004570-95-000009 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19941231 FILED AS OF DATE: 19950427 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN BANCORPORATION /WV/ CENTRAL INDEX KEY: 0000004570 STANDARD INDUSTRIAL CLASSIFICATION: 6022 IRS NUMBER: 310724349 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-05893 FILM NUMBER: 95531969 BUSINESS ADDRESS: STREET 1: 1025 MAIN ST STE 800 CITY: WHEELING STATE: WV ZIP: 26003 BUSINESS PHONE: 3042335006 MAIL ADDRESS: STREET 1: 1025 MAIN STREET STREET 2: SUITE 800 CITY: WHEELING STATE: WV ZIP: 26003 DEF 14A 1 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 /x/ Definitive Proxy Statement / / Definitive Additional Materials / / Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12 / / Confidential for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) AMERICAN BANCORPORATION (Name of Registrant as Specified In Its Charter) AMERICAN BANCORPORATION (Name of Person(s) Filing Proxy Statement) Payment of filing fee (Check appropriate box): /x/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1) or Item 22(a)(2) of Schedule 14A. / / $500 per each party to the controversy pursuant to Exchange Act Rule 14a-6(i)(3). / / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. AMERICAN BANCORPORATION 1025 Main Street - Suite 800 Wheeling, West Virginia 26003 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS To Be Held May 17, 1995 To The Shareholders of American Bancorporation: The Annual Meeting of Shareholders of American Bancorporation, an Ohio Corporation (the "Company"), will be held Wednesday, May 17, 1995, at the Hawley Building, 1025 Main Street, Suite 800, Wheeling, West Virginia, at 10:00 A.M. (E.D.S.T.) for the following purposes: 1. To fix the number of positions for director at 9, with 2 vacancies that may be filled by the Board of Directors; 2. To elect Jack O. Cartner, Paul W. Donahie and John J. Malik, Jr. directors for a three year term and Robert C. Mead director for a one year term; 3. To consider and act upon any other matter which may properly come before the board before the meeting and any postponements or adjournments thereof, including matters which the Board of Directors did not know would be presented at the Annual Meeting a reasonable time before this solicitation. The Board of Directors of the Company has fixed the close of business on April 10, 1995 as the record date for the determination of the shareholders entitled to receive notice of and to vote at the Meeting or any adjournment thereof. The stock transfer books will not be closed. All shareholders are cordially invited and urged to attend the Meeting. PLEASE SIGN, DATE AND RETURN THE PROXY EVEN THOUGH YOU PLAN TO ATTEND THE MEETING. Upon your arrival your proxy will be returned to you, if you desire to revoke it or vote in person. Your attendance in person is encouraged, but should anything prevent your attendance in person, your presence by proxy will still allow your shares to be voted. By Order of the Board of Directors Brent E. Richmond, Secretary April 28, 1995 AMERICAN BANCORPORATION PROXY STATEMENT The Proxy Statement is furnished in connection with the solicitation of the accompanying Proxy on behalf of the Board of Directors of American Bancorporation (the "Company"), to be used at the Annual Meeting of Shareholders of the Company and at all adjournments thereof, to be held at the time and place and for the purposes set forth in the foregoing Notice of the Meeting. A shareholder giving a proxy may revoke it at any time before it is exercised by delivering to the Secretary of the Company, at the address set forth in the Notice of the Meeting, a letter signed by the record holder of the common stock indicating the proxy is revoked. All proxies will be voted in accordance with instructions thereon. ANY PROXY UPON WHICH NO INSTRUCTION HAS BEEN INDICATED WILL BE VOTED "FOR" THE SPECIFIC MATTERS SET FORTH IN THE FOREGOING NOTICE OF THE MEETING AND, AT THE DISCRETION OF THE PERSONS NAMED IN THE PROXY, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING. The solicitation is being made by use of the mails and the cost thereof will be borne by the Company. In addition to the solicitation by the use of the mails, proxies may be solicited personally by telephone or telegraph by regular employees of the Company or its Subsidiaries without extra remuneration. Banks, brokers, custodians, nominees and fiduciaries may be required to forward proxies and proxy soliciting material to their principals and in so doing, the Company will reimburse them for the expenses. VOTING SECURITIES AND PRINCIPAL OWNERS THEREOF As of the close of business on April 10, 1995, the record date for the determination of shareholders entitled to notice of and to vote at the Meeting, the Company had outstanding 1,564,837 common shares. Each of such shares entitles the holder of record to one vote on each matter submitted to shareholders of the Company including the election of directors. However, under the laws of Ohio applicable to shareholders meetings, notice in writing may be given by any shareholder to the President, a Vice President or the Secretary of the Company, not less than 48 hours before the time fixed for holding a meeting of shareholders for the purposes of electing directors, that the shareholder desires that the voting at such election be cumulative, and provided an announcement of the giving of such notice is made upon the convening of the meeting by the Chairman or Secretary or by or on behalf of such shareholder, then each holder of common shares shall have cumulative voting rights in the election of directors. Under cumulative voting, each shareholder is entitled to as many votes as are equal to the number of shares such shareholder owns multiplied by the number of directors to be elected. The shares thus accumulated may be voted among any number of nominees instead of being spread ratably among as many nominees as there are vacancies to be filled. The shareholders present in person or by proxy at any meeting for the election of directors must represent at least one third of the outstanding shares of the Company for that purpose. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT Listed in the following table are the persons known to own beneficially more than 5% of the voting stock of the Company and the number of shares owned by directors and executive officers as a group. Any voting stock owned by directors and director nominees are disclosed under Nominees, Directors and Executive Officers. Security Ownership of Certain Beneficial Owners and Management Title Name and Percent of Address of Amount of Nature of of Class Beneficial Owner Ownership Ownership Class A) DIRECTORS: Common Jeremy C. McCamic 228,713 Direct 14.62 stock 56 Fourteenth St. 45,649 Indirect (1) 2.92 Wheeling, WV 26003 Common Jolyon W. McCamic 98,927 Direct 6.32 stock 56 Fourteenth St. 2,804 Indirect (1) 0.18 Wheeling, WV 26003 B) ALL DIRECTORS AND EXECUTIVE OFFICERS AS A GROUP: (11 persons, including Jeremy C. 443,973 28.37% McCamic & Jolyon W. McCamic) (1) Includes, where applicable, shares owned by the spouse, children and certain other relatives of the beneficial owner, director, nominee or officer, as well as shares held by trusts of which the person is a trustee or in which he has a beneficial interest. Unless otherwise indicated, the beneficial owner has the sole voting and investment power relative to the securities. PROPOSAL NO. 1: TO FIX THE NUMBER OF DIRECTORS AT 9 It is intended that the proxies will be voted for the election of four nominees as indicated in Proposal No. 2, for a total of seven directors. The Company, however, believes it is in its best interest to provide for two additional vacancies on the Board in order to permit qualified additions to the Board of Directors, if the need arises in the future. Under present Company Code of Regulations, this would only be possible by holding a Special Meeting of Shareholders, unless the authority is delegated to the Board of Directors at this time. The Company has no present nominees for the additional directorships. Any vacancy would be filled for a term of office only until the next Annual or Special Meeting of Shareholders. The affirmative vote of the holders of a majority of the shares present in person or represented by proxy and entitled to vote at the meeting, which must represent at least one third of the outstanding shares of the Company, is required for the approval of the proposal. THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THIS PROPOSAL. PROPOSAL NO. 2: TO ELECT FOUR NOMINEES AS DIRECTORS It is intended that the proxies will be voted for the election of four nominees listed in the following tabulation. Nominees Jack O. Cartner, Paul W. Donahie and John J. Malik, Jr. shall hold office for a three year term ending in 1998. Nominee Robert C. Mead shall hold office for a one year term ending in 1996. Incumbent Director John E. Wait holds a term of office expiring in 1996, and Jeremy C. McCamic and Jolyon W. McCamic hold a term of office expiring in 1997. Any vacancies occurring in the Board of Directors, regardless of the term, shall be filled by the Board of Directors to serve only until the next annual or special meeting of shareholders. If any nominee shall be unable to serve, the proxy may be voted with discretionary authority for a substitute. The Board of Directors has no reason to believe that any nominee will become unavailable to serve. Shareholders may withhold authority to vote for any individual nominee by striking through the nominees name on the proxy card. Any proxy which is not so marked to withhold authority or struck through shall be deemed to be a vote for such nominee. The affirmative vote of the holders of a majority of the shares present in person or represented by proxy and entitled to vote at the meeting, which must represent at least one third of the outstanding shares of the Company, is required for the approval of the proposal. THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THIS PROPOSAL. NOMINEES, DIRECTORS AND EXECUTIVE OFFICERS Certain information concerning nominees for Director, incumbent Directors, and Executive Officers of the Company is set forth in the following table. All Directors and Executive Officers have a term of office from one to three years and one year, respectively. All directors have been directors for one or more years, with the exception of nominee Robert C. Mead. In December, 1994 the Board of Directors appointed Robert C. Mead to fill a vacancy, as provided by Shareholders at the prior Annual Meeting of Shareholders. There are no family relationships between any of the persons named, except Jeremy C. McCamic and Jolyon W. McCamic are brothers. Except as otherwise indicated each of the persons has been employed by his current employer for the preceding five years. A.) NOMINEES FOR A THREE YEAR TERM ENDING IN 1998:
Principal Occupation Amount of Nature of Percent Name Age Other Directorships Ownership Ownership of Class Jack O. Cartner 63 Director of Columbus National Bank 25,640 Direct 1.64 Director since 1985 (a subsidiary of the Company); President and Chief Executive Officer of Motrim, Inc., an equipment manufacturing firm in Cambridge, Ohio Paul W. Donahie 60 President of the Company; 15,604 Direct 1.00 Director since 1983 Director, President and Chief Executive 72 Indirect (1) (2) Officer of Wheeling National Bank (a subsidiary of the Company); Director of Columbus National Bank (a subsidiary of the Company) John J. Malik, Jr. 67 Director Emeritus of Columbus National 15,753 Direct 1.01 Director since 1984 Bank (a subsidiary of the Company); Probate 451 Indirect (1) (2) Court Judge, Belmont County, Ohio (since 1991); formerly a partner with Malik, Kigerl, & Vavra Co., a law firm with offices in St. Clairsville and Bellaire, Ohio
B.) NOMINEE FOR A ONE YEAR TERM ENDING IN 1996:
Robert C. Mead 56 Chief Operating Officer of the Company; 4,400 Direct (2) Director since 1994 Director, President and Chief Executive 2,800 Indirect (1) (2) Officer of American Mortgages, Inc. since 1994 (a subsidiary of the Company); formerly President and Chief Executive Officer of the Buckeye Savings Bank, Bellaire, Ohio
C.) INCUMBENT DIRECTORS WITH A TERM ENDING IN 1996:
John E. Wait 51 Director, President and Chief Executive 550 Direct (2) Director since 1992 Officer of Columbus National Bank since 1992 (a subsidiary of the Company); formerly President and Chief Executive Officer of The Central Trust Co., Newark, Ohio
D.) INCUMBENT DIRECTORS WITH A TERM ENDING IN 1997:
Jeremy C. McCamic 66 Chairman of the Board and Chief 228,713 Direct 14.62 Director since 1983 Executive Officer of the Company; Chairman 45,649 Indirect (1) 2.92 of the Board of Wheeling National Bank and Columbus National Bank (subsidiaries of the Company); Senior Partner with McCamic & McCamic, a law firm with offices in Wheeling, West Virginia Jolyon W. McCamic 63 Director and Vice Chairman of the Board 98,927 Direct 6.32 Director since 1988 of the Company; Vice Chairman of the 2,804 Indirect (1) (2) Board of Wheeling National Bank and Columbus National Bank (subsidiaries of the Company); partner with McCamic & McCamic, a law firm with offices in Wheeling, West Virginia NOMINEES, DIRECTORS AND EXECUTIVE OFFICERS - CONTINUED
E.) NON DIRECTOR EXECUTIVE OFFICERS:
Principal Occupation Amount of Nature of Percent Name Age Other Directorships Ownership Ownership of Class Brent E. Richmond 32 Executive Vice President, Secretary/ 2,500 Direct (2) Treasurer and Chief Financial Officer of the Company Gail D. Haun 41 President of American Bancdata 0 Corporation, (a subsidiary of the Company) John F. Martin 64 Vice President and Senior Lending 110 Direct (2) Officer (since 1993) of Wheeling National Bank, formerly Vice President/ Compliance of Wheeling National Bank (a subsidiary of the Company) W. Alex Cook 51 Vice President and Senior Lending 0 Officer (since 1994) of Columbus National Bank, (a subsidiary of the Company), formerly Assistant Vice President and Manager of the Provident Bank
(1) Includes, where applicable, shares owned by the spouse, children and certain other relatives of the beneficial owner, director, nominee or officer, as well as shares held by trusts of which the person is a trustee or in which he has a beneficial interest. Unless otherwise indicated, the beneficial owner has the sole voting and investment power relative to the securities. (2) Less than one percent. BOARD OF DIRECTORS AND ITS COMMITTEES a) Nominating The Board of Directors of American Bancorporation has a standing Nominating Committee consisting of Jeremy C. McCamic and Paul W. Donahie. Members of the Nominating committee are appointed annually by the Board of Directors. The Nominating Committee of American Bancorporation recommends to the Board of Directors, Nominees for election as Directors and considers performance of incumbent Directors. The Nominating Committee held one meeting during the period since the last Annual Meeting. The Nominating Committee will consider Nominees recommended by shareholders on written request describing the qualifications and business experience, sent to the attention of Brent E. Richmond, Secretary of the Company. b) Audit The Board of Directors of American Bancorporation has a standing Audit Committee consisting of Jack O. Cartner and John J. Malik, Jr. Members of the Audit committee are appointed annually. During 1994, the Committee held one meeting. The functions of the Committee include: recommendation to the Board of Directors as to engagement or discharge of independent auditors, directing and supervising investigations into matter relating to audit functions, reviewing with independent auditors the plan and results of audit engagements, reviewing the scope and results of the Company's internal auditing procedures, approving each service performed by independent auditors before such services are performed; reviewing the degree of independence of the auditors, considering the range of audit and non-audit fees and the review of the adequacy of the Company's system of internal accounting controls. c) Compensation The Board of Directors has a standing Compensation Committee consisting of Jack O. Cartner, Paul W. Donahie, and Jeremy C. McCamic. The Committee reviews and recommends to the Board of Directors all remuneration arrangements. The Committee did not hold a meeting during 1994, as the full Board acted in its place. d) Full Board The Board of Directors held 20 meetings during 1994. There were no directors whose attendance was less than 75% of the total meeting held, including meeting of Committees, during the period for which he had been a director. The prior Annual Meeting of Shareholders was held May 18, 1994. Shares represented in person and by proxy totalled 1,061,823 or 70.48% of the shares then outstanding. The following were elected director: Term Withheld Nominee ending For Vote for Jeremy C. McCamic 1997 1,032,034 29,789 Jolyon W. McCamic 1997 1,032,034 29,789 EXECUTIVE COMPENSATION a) Cash Compensation The following table sets forth the annual compensation for the Company's Chief Executive Officer and executive officers whose total annual salary exceeds $100,000, as well as the total compensation paid to each individual for the Company's two previous fiscal years: SUMMARY COMPENSATION TABLE Other Annual Annual All Other Name and Salary (1) Bonus Compensation Compensation Principal Occupation Year $ $ $ $ Jeremy C. McCamic 1994 - - - 226,431(2) Chairman & CEO 1993 - - - 210,241(2) 1992 - - - 265,763(2) Paul W. Donahie (4) 1994 130,000 20,000 4,137 - President & CEO 1993 125,000 7,500 3,750 - Wheeling National Bank 1992 115,565 - - - John E. Wait (4) 1994 104,000 10,000 2,210 - President & CEO 1993 100,000 6,000 2,000 - Columbus National Bank 1992 22,388 (3) - - - (1) The Company employed Robert C. Mead during December, 1994 as President and CEO of American Mortgages, Inc. and Chief Operating Officer of the Company. Mr. Mead will receive a salary at an annual rate of $100,000. (2) Includes fees for legal, consulting and administrative services rendered by the law firm McCamic & McCamic which totalled $212,731 in 1994, $202,541 in 1993 and $256,173 in 1992. Jeremy C. McCamic is senior partner of the law firm and Chairman and Chief Executive Officer of the Company. (3) Mr. Wait was employed by Columbus National Bank in October, 1992. (4) See Severance Plan. Stock Performance Graph The following graph sets forth the cumulative total shareholder return (assuming reinvestment of dividends) to the Company's shareholders during the five year period ended December 31, 1994, as well as an overall stock market index (Nasdaq Stock Market - U.S. Companies) and the Company's peer group index (Nasdaq Bank Stocks): Graph presented in chart form. COMPARISON OF FIVE YEAR-CUMULATIVE TOTAL RETURNS Based on information prepared by the Center for Research in Security Prices Total Returns Index for: 12/29/89 12/31/90 12/31/91 12/31/92 12/31/93 12/31/94 American Bancorporation 100.0 59.5 96.7 120.4 177.0 147.3 Nasdaq Stock Market (U.S. Companies) 100.0 84.9 136.3 158.6 180.9 176.9 Nasdaq Bank Stocks SIC 6020-6029, 6710-6719 US & Foreign 100.0 73.2 120.2 174.9 199.3 198.7 Notes: A. Monthly index levels derived from compounded daily returns that include all dividends. B. The indexes are reweighted daily, using the market capitalization on the previous trading day. C. If the monthly interval, based on the fiscal year-end, is not a trading day, the preceding trading day is used. D. The index level for all series was set at $100.0 on 12/26/98 b) Compensation Pursuant to Plans Except as stated below, the Company does not presently have annuities, options, pension, retirement, incentive, stock purchase, deferred compensation or similar plans for its officers, directors or employees. Pension Plan and Profit Sharing 401(k) Savings Plan The Company maintains a defined benefit Pension Plan. In 1992 the Company amended the Plan to freeze all benefit accruals and fully vest all participants in the benefits accrued to them as of December 31, 1992. The value of benefits under the Pension Plan are determined with reference to a ten years certain and life annuity. Actuarially equivalent methods of payment are also available. At December 31, 1994, the most recent valuation date, the actuarial present value of accumulated vested benefits under the Pension Plan was $935,656 and the market value of plan assets available for the funding of such benefits was $1,173,289. A claim was made against the Pension Plan during 1992 by a former employee (the "Claimant"), alleging additional benefits due him under the Pension Plan. The Administrator of the Plan denied the claim. The Claimant filed an appeal which was also denied by the Administrator. Because a dispute existed over the computation of benefits, the Plan Administrator commenced a civil action in the United States District Court, seeking a declaratory judgment that the determination of the Plan Administrator that additional benefits were not due under the terms of the Plan was correct. The Claimant filed a Motion for Summary Judgment asserting a claim for additional benefits. The District Court granted the Claimant's Motion for Summary Judgment. The Plan Administrator has appealed this decision. Using the Court's Order as a guide, the Plan Administrator has recalculated the benefits for vested Plan participants and determined that an additional $500,000 should be reserved for the Plan's probable additional liability. This has been charged to earnings in the fourth quarter of 1994. As of January 1, 1993, the Company initiated a profit sharing 401(k) savings plan. The savings plan permits eligible employees to contribute up to twenty percent of their salary to the plan each year. The plan provides for matching contributions of the Company equal to 50% of employee contributions up to the first 6% of compensation. The Company may, at its discretion, make profit sharing contributions to the plan. Plan participants are fully and immediately vested in Company matching contributions and fully vested in Company profit sharing contributions after 5 years of service. Company matching contributions totalled $49,382 during 1994. Incentive Plan In 1993 the Company implemented an incentive compensation plan for senior management. The primary purpose of the plan is to boost the profitability of the Company and reward the individuals who are primarily responsible for increasing profitability with additional compensation. The plan calls for incentive awards to the participants of the plan if certain targeted net income values are achieved. The incentive awards will be linked in a formula to the participants total base salary. Awards range from a minimum of 3% to a maximum of 30%. The plan is not a binding contract and it may be modified by the Board of Directors at any time. Incentive compensation for services performed during 1994 totalled $45,000. Severance Plan The Board of Directors of American Bancorporation have provided that in the event that either or both banking subsidiaries or American Bancorporation itself experiences a change in control due to a merger or acquisition, and the President and CEO of either of the two banking subsidiaries are released from service due to said change in control, or within a one year period from the date of said change in control either is not provided an employment opportunity with comparable authority and responsibility with the new company at a salary level equal to their salary level at the time of said change in control and either elects to terminate employment as a result thereof, the surviving institution will pay to either or both an amount equal to twelve (12) months of their base salary as it existed at the time of said change in control. c) Other Compensation The Company paid or distributed certain other personnel benefits to Executive Officers during 1994 which in the aggregate did not exceed $25,000 or 10% of the compensation reported in the Cash Compensation table. d) Compensation of Directors The Company paid a total of $21,100 in directors fees during 1994. Nonmanagement directors of the parent company receive $200 for each meeting of the Board attended. Bank subsidiaries also compensate directors. Columbus National Bank paid $39,900 in directors fees during 1994, including $14,100 to persons who were directors or executive officers of American Bancorporation. Nonmanagement directors receive fees of $200 per meeting of the Board attended. Additionally, members of the Executive and Audit Committees of the Board receive $100 per meeting attended. The Executive and Audit Committees meet monthly. Wheeling National Bank paid a total of $46,200 in directors fees during 1994, including $9,900 to persons who were directors or executive offices of American Bancorporation. Nonmanagement directors receive fees of $200 per meeting of the Board attended. Additionally, members of the Executive and Audit Committees of the Board receive $100 per meeting attended. The Executive and Audit Committees meet monthly. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS CERTAIN BUSINESS RELATIONSHIPS INDEBTEDNESS OF MANAGEMENT Certain of the Officers and Directors of the Company and certain of their associates have been and are customers of one or more of the affiliate banks and have had transactions in excess of $60,000 outstanding during the past fiscal year. Such transactions were made in the ordinary course of business, on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transaction with other persons and do not involve more than normal risk of collectibility or present other unfavorable features. PROPOSAL NO. 3: OTHER BUSINESS OF THE MEETING The Board of Directors is not aware of any matters to come before the meeting other than those stated in the Proxy Statement. In the event that other matters properly come before the meeting or any adjournment thereof, it is intended that the persons named in the accompanying proxy and acting thereunder will vote in accordance with their best judgement. SHAREHOLDERS PROPOSALS The Company intends to hold its annual meeting approximately the same date next year. Any shareholder proposals for consideration by the Company for inclusion in the Company's proxy statement and form of proxy must be made in writing and received by the Company on or before February 5, 1996. All proposals must comply with the terms of Rule 14a-8(a) of the Securities and Exchange Act of 1934. RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS The Company employed the firm of KPMG Peat Marwick LLP as independent certified public accountants to audit the financial statement of the Company for the past fiscal year. The selection of the firm was recommended by the Company's Audit Committee. Representatives of KPMG Peat Marwick LLP will be present at the Meeting of Shareholders with an opportunity to make a statement, if they desire to do so, and respond to appropriate questions. The Company does not propose at this time to select or recommend to shareholders the election, approval or ratification of auditors for the current fiscal year. The Company has not selected or recommended auditors at this time to permit its Audit Committee the discretion to make recommendation. Annual Report The Annual Report to Shareholders, including financial statements for the Company's fiscal year ended December 31, 1994, has been mailed to all shareholders. The Annual Report is not a part of the proxy soliciting material. Additional copies of the Annual Report are available upon written request to the Company. Form 10-K THE COMPANY WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR 1994, INCLUDING FINANCIAL STATEMENTS AND SCHEDULES THERETO, REQUIRED TO FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, UPON WRITTEN REQUEST TO BRENT E. RICHMOND TREASURER, AMERICAN BANCORPORATION, 1025 MAIN STREET, SUITE 800, WHEELING, WEST VIRGINIA 26003 PROXY AMERICAN BANCORPORATION PROXY FOR THE ANNUAL MEETING 1995 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS Jeremy C. McCamic, Jolyon W. McCamic and John E. Wait are jointly and severally authorized, with full power of substitution, to represent and vote all common shares of AMERICAN BANCORPORATION at the Annual Meeting of Shareholders to be held Wednesday, May 17, 1995, at the Hawley Building, 1025 Main Street, Suite 800, Wheeling, West Virginia, at 10:00 A.M. (E.D.S.T.) and any adjournment thereof as follows: 1. FOR AGAINST ABSTAIN To fix the number of positions for director at 9, with 2 vacancies that may be filled by the Board of Directors. 2. FOR WITHHOLD VOTE FOR To elect Jack O. Cartner Paul W. Donahie, and John J. Malik, Jr. directors for a three year term and Robert C. Mead director for a one year term. SHAREHOLDERS MAY WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE BY STRIKING THROUGH THE NOMINEE'S NAME. ANY PROXY WHICH IS NOT MARKED TO WITHHOLD AUTHORITY OR STRUCK THROUGH SHALL BE DEEMED TO BE A VOTE FOR SUCH NOMINEE. 3. In their discretion to consider and act upon any other matter which may properly come before the meeting and any postponements or adjournments thereof, including matters which the Board of Directors did not know would be presented at the Annual Meeting a reasonable time before this solicitation. THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE PROPOSALS REFERRED TO AND SHARES WILL BE SO VOTED UNLESS OTHERWISE INDICATED. ALL PROXIES SHALL BE VOTED IN ACCORDANCE WITH THE INSTRUCTIONS SO INDICATED. Address Correction Requested The undersigned hereby acknowledges receipt of the Notice of the Annual Meeting of Shareholders and Proxy Statement in connection with the annual meeting and executes this Proxy. Date , 1995 (Signature) Date , 1995 (Signature) Please sign exactly as name appears at left (Executors, Administrators, Trustees, etc. should so indicate). If shares are held in more than one name, all registered holders should sign. PLEASE DATE, SIGN AND MAIL AT ONCE -----END PRIVACY-ENHANCED MESSAGE-----