-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DoFsP6Fax/a7M2t+klZPGpH0nPqO+qy+YQRf0irPnhyNyDCSI5c+d4+zYzHjdx0W sBSDk1E5tpAaX63O40ByMw== 0000711083-00-000001.txt : 20000321 0000711083-00-000001.hdr.sgml : 20000321 ACCESSION NUMBER: 0000711083-00-000001 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20000320 FILED AS OF DATE: 20000320 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MID AMERICA BANCORP/KY/ CENTRAL INDEX KEY: 0000711083 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 611012933 STATE OF INCORPORATION: KY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: SEC FILE NUMBER: 001-10602 FILM NUMBER: 573630 BUSINESS ADDRESS: STREET 1: 500 W BROADWAY CITY: LOUISVILLE STATE: KY ZIP: 40202 BUSINESS PHONE: 5025893351 MAIL ADDRESS: STREET 1: 500 WEST BROADWAY CITY: LOUISVILLE STATE: KY ZIP: 40202 DEF 14A 1 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14 (a) of the Securities Exchange Act of 1934 (Amendment No. 1) File 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 to ss.240.14z-11 (c) or ss.240.14a-12 MID-AMERICA BANCORP (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) (1) 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 determine): ------------------------------------------------- 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 filings. 1) Amount Previously Paid: ------------------------------------------------- 2) Form, Schedule or Registration Statement No.: ------------------------------------------------- 3) Filing Party: ------------------------------------------------- 4) Date Filed: ------------------------------------------------- MIDAMERICA BANCORP 500 West Broadway Louisville, Kentucky 40202 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS To the Shareholders: The Annual Meeting of Shareholders of Mid-America Bancorp, a Kentucky corporation (the "Company"), will be held in the Dolphin Dover Room at the Executive Inn Hotel, 978 Phillips Lane, Louisville, Kentucky 40209, on April 25, 2000, at 10:00 a.m., Eastern Standard Time, for the following purposes: (1) Election of Directors. To elect seven directors in Class 3 for terms expiring at the 2003 Annual Meeting of Shareholders. (2) Other Matters. To transact such other business as may properly come before the meeting or any adjournment thereof. Information regarding the matters to be acted upon at the meeting is contained in the Proxy Statement accompanying this Notice. Only shareholders of record at the close of business on February 22, 2000 will be entitled to notice of and to vote at the Annual Meeting. Please complete, date and sign the enclosed proxy and return it promptly in the enclosed postage paid envelope. If you are able to attend the meeting and wish to vote your shares personally, you may do so by revoking the proxy at any time before it is exercised. By Order of the Board of Directors Louisville, Kentucky Orson Oliver March 20, 2000 President MIDAMERICA BANCORP 500 West Broadway Louisville, Kentucky 40202 PROXY STATEMENT GENERAL INFORMATION The proxy accompanying this Proxy Statement is being solicited by the Board of Directors of Mid-America Bancorp, Inc., a Kentucky corporation (the "Company"), for use at the 2000 Annual Meeting of Shareholders (the "Annual Meeting") and at any adjournments of that meeting. The Annual Meeting will be held in the Dolphin Dover Room at the Executive Inn Hotel, 978 Phillips Lane, Louisville, Kentucky 40209, at 10:00 a.m., Eastern Standard Time, on Thursday, April 25, 2000. This Proxy Statement and accompanying proxy are first being mailed to shareholders on or about March 20, 2000. The Company's Annual Report to Shareholders for the year ended December 31, 1999, including consolidated financial statements, is also enclosed for your information. Shares represented by proxies in the accompanying form received by the Company properly signed and dated will be voted at the Annual Meeting or any adjournments thereof in accordance with the instructions specified. If no instructions are given, the shares represented by the proxy will be voted for the nominees for director named below under Proposal 1, beginning on page 4, with the discretionary authority discussed in that section. In addition, the shares represented by the proxy will be voted in the discretion of the person(s) named in the accompanying proxy or their substitutes, for any other matter that may be brought before the Annual Meeting. As of the date of this Proxy Statement, the Board of Directors of the Company does not know of any other matter that may be presented at the Annual Meeting. Pursuant to the By-Laws of the Company, the proxy may be revoked at any time, insofar as the authority granted thereby has not been exercised, by filing with the Secretary of the Company written notice of such revocation or by executing and delivering to the Secretary a proxy bearing a later date. The cost of solicitation of proxies by the Board of Directors will be borne by the Company. The initial solicitation of proxies by mail may be supplemented by directors, officers and employees of the Company or its major banking subsidiary, Bank of Louisville (the "Bank"), by telephone or other means of communication. None of the directors, officers or employees of the Company or the Bank will receive any additional compensation for any such supplemental solicitation of proxies. Proxy materials may also be distributed through brokers, custodians and other like parties to the beneficial owners of the Company's common stock, without par value ("Common Stock"), and the Company will reimburse such parties for their reasonable out-of-pocket and clerical expenses incurred in connection therewith. Only shareholders of record at the close of business on February 22, 2000 (the "Record Date"), are entitled to vote at the Annual Meeting or any adjournments thereof. As of the Record Date, there were 10,676,557 outstanding shares of Common Stock. Each share entitles its holder to one vote on all matters to be acted upon at the Annual Meeting except the election of directors. Shareholders have cumulative voting rights in the election of directors. In electing directors, each shareholder may cast the number of votes equal to the number of shares held by him or her on the Record Date multiplied by the number of directors to be elected. Each shareholder may cumulate his or her votes and cast all such votes for one nominee or may distribute such votes among as many nominees as he or she chooses. Shares represented by proxies in the accompanying form may be voted cumulatively, as discussed below under Proposal 1 "Election of Directors". The seven nominees receiving the most votes at the Annual Meeting will be elected directors. A majority of the outstanding shares present in person or by proxy is required to constitute a quorum to transact business at the Annual Meeting. Abstentions and broker non-votes will be treated as present for purposes of determining a quorum, but as unvoted shares for purposes of determining the approval of any matter submitted to the shareholders for a vote. Abstentions and broker non-votes will have no effect on the election of directors or matters decided by a plurality vote. PRINCIPAL SHAREHOLDERS Except as set forth below, the Company knows of no shareholder who beneficially owned more than 5% of the Company's outstanding Common Stock on the Record Date, February 22, 2000. Name and Address of Number of Percentage Beneficial Owner Shares(1) of Class(1) Bertram W. Klein 2,208,615(2) 20.69% 6403 Shrader Lane LaGrange, Kentucky 40031 ______________________________ (1) Based upon information furnished to the Company by Mr. Klein and information contained in shareholder records of the Company. Under the rules of the Securities and Exchange Commission, a person is deemed to beneficially own shares over which the person has or shares voting or investment power or of which the person has the right to acquire beneficial ownership within 60 days. Unless otherwise indicated, the person has sole voting and investment power with respect to the shares shown for him. The numbers shown include shares which are not currently outstanding but of which the named person has the right to acquire beneficial ownership within 60 days of the Record Date. Such shares are deemed to be outstanding for the purpose of computing the percentage of outstanding shares owned by the named person, but are not deemed outstanding for the purpose of computing the percentage ownership of any other person. (2) Includes the following shares beneficially owned by Mr. Klein: 1,182,444 shares held in trusts over which Mr. Klein has sole or shared voting and investment power as trustee or co-trustee including 534,442 shares owned by the Bertram W. Klein Trust under Will of Isadore Klein, P.O. Box 1101 Louisville, Kentucky 40201; 230,632 shares held by entities over which Mr. Klein has sole voting and investment power; 386,026 shares in which Mr. Klein shares voting power pursuant to powers-of-attorney; 108,180 shares held in a family limited partnership in which Mr. Klein shares voting power; 1240 shares held by Mr. Klein under the Company's 401(K) and Employee Stock Ownership Plan ("ESOP") at December 31, 1998, the most current plan information available; and 25,591shares which Mr. Klein has the right to acquire pursuant to the exercise of options exercisable currently or within 60 days after the Record Date under the stock option plans of the Company. Also includes 76,753 shares held by Mr. Klein's spouse, with respect to which Mr. Klein shares voting and investment power. PROPOSAL 1 ELECTION OF DIRECTORS The Board of Directors of the Company is divided into three classes - for convenience denominated Class 1, Class 2, and Class 3 - whose terms of office are staggered so that only one class of directors is elected at an annual meeting of shareholders. Victor A. Staffieri was elected to the Board of Directors on February 28, 2000 to serve the remainder of the Class 3 term expiring at this Annual Meeting. It is proposed that he be elected at this Annual Meeting along with the other Directors in Class 3. The term of the Directors in Class 3 expires this year, and their successors are to be elected at this Annual Meeting. The Directors elected in Class 3 at the Annual Meeting will serve until the annual meeting of shareholders in 2003 and the election and qualification of their successors. The terms of the Directors in the other two classes do not expire until 2001 (Class 1) and 2002 (Class 2), and consequently their successors are not to be elected at this Annual Meeting. Pursuant to the Articles of Incorporation, the Board of Directors has set the number of Directors for 2000 at 20. The nominees for Directors in Class 3 and the Directors belonging to Classes 1 and 2 whose terms of office will extend beyond the Annual Meeting, are set forth on the following pages, together with information regarding the number of shares of the Company's Common Stock owned by each, his or her principal occupation during the past five years and certain other information. Information relating to the ownership of shares by the Executive Officers named in the summary compensation table on page 10, and all the directors and executive officers as a group, is also included. Each of the nominees for election as Director is currently a Director of the Company. With the exception of Mr. Staffieri, each of the nominees was elected a director at the annual meeting of shareholders in 1997. Although it is not anticipated that any of the nominees will decline or be unable to serve, if that should occur, the persons named in the accompanying proxy, or their substitutes, may, in their discretion, vote for substitute nominees. In addition, if any shareholder(s) shall vote shares cumulatively or otherwise for the election of a director or directors other than the nominees named below, or substitute nominees, the persons named in the accompanying proxy, or their substitutes, will have the discretionary authority to vote cumulatively for some number less than all of the nominees named below or any substitute nominees, and for such persons nominated as they may choose. All information is presented as of the Record Date unless otherwise noted. Total Shares & Percent of Class (1) NOMINEES FOR CLASS 3: Leslie D. Aberson, 63, Director since 1983 20,689 (2) Mr. Aberson is a partner in the law firm of Rothschild, Aberson & Miller in Louisville, Kentucky. William C. Ballard, Jr., 59, Director since 1991 17,625 (3) Mr. Ballard is of counsel to the law firm of Greenebaum, Doll & McDonald, PLLC, in Louisville, Kentucky. He previously served as Executive Vice President, Chief Financial Officer and Director of Humana, Inc., an integrated health care services company. Peggy Ann Markstein, 49, Director since 1992 11,740 (4) Ms. Markstein is an Assistant Prosecuting Attorney for the Butler County Prosecutor's Office in Fairfield, Ohio. Orson Oliver, 57, Director since 1979 110,344 (5) Mr. Oliver is the President of the Company. Benjamin K. Richmond, 56, Director since 1993 121 Mr. Richmond is the President and Chief Executive Officer of the Louisville Urban League in Louisville, Kentucky. Victor A. Staffieri, 44, Director since 2000 -0- Mr. Staffieri is President and Chief Operating Officer of LG&E Energy Corp., a diversified energy services holding company in Louisville, Kentucky. Henry C. Wagner, 57, Director since 1989 833 Mr. Wagner is the President and Chief Executive Officer of Jewish Hospital Healthcare Services, Inc., a medical services corporation in Louisville, Kentucky. CONTINUING DIRECTORS DIRECTORS in CLASS 1: Robert P. Adelberg, 61, Director since 1975 6,616 Mr. Adelberg is the president of Robert Adelberg Companies, an insurance and real estate services organization in Louisville, Kentucky. Hon. Martha Layne Collins, 62, Director since 1988 209 Ms. Collins is President of Martha L. Collins & Associates, an economic development consulting firm in Lexington, Kentucky. She is currently Executive Scholar in Residence, Georgetown College, Georgetown, Kentucky and was previously the Governor of the Commonwealth of Kentucky and President of St. Catherine College. Hon. Wendell H. Ford, 75, Director since 1999 -0- Senator Ford is currently self employed as a consultant and previously served as a United States Senator from Kentucky from 1975 until 1999 and as the Governor of the Commonwealth of Kentucky. R. K. Guillaume, 56, Director since 1995 59,215 (6) Mr. Guillaume is Vice Chairman and Chief Executive Officer of the Company. He is the former president of Bank One, Kentucky, in Louisville, Kentucky. David Jones, Jr., 42, Director since 1997 1,198 Mr. Jones is the Managing Director of Chrysalis Ventures, Inc., a private equity management company in Louisville, Kentucky. Bertram W. Klein, 69, Director since 1967 2,208,615 20.69% (7) Mr. Klein is the Chairman of the Board of Directors, and until October 1995, Chief Executive Officer of the Company. Bruce J. Roth, 55, Director since 1994 83,724 (8) Mr. Roth is a certified public accountant and a partner in the firm of Louis T. Roth and Co., PLLC in Louisville, Kentucky. CLASS 2 James E. Cain, 60, Director since 1996 1,492 (9) Mr. Cain serves as Chairman of the Board of Trustees of Plumbers Local Union 107, Louisville, Kentucky and as Secretary/Treasurer of the Kentucky Pipe Trades Association. Until 1998 he was Business Manager of Plumbers Local Union 107. Donald G. McClinton, 66, Director since 1980 12,209 (10) Mr. McClinton is an investor and the President of Skylight Thoroughbred Training Center, Inc. He is the former Chairman of Interlock Industries, Inc., a manufacturing and transportation services company. Jerome J. Pakenham, 64, Director since 1995 3,631 (11) Mr. Pakenham is the Chief Financial Officer for the Archdiocese of Louisville. John S. Palmore, 82, Director since 1983 426 Judge Palmore is retired Chief Justice of the Supreme Court of Kentucky. After his retirement and until 1995, he practiced law with the firm of Jackson & Kelly in Lexington, Kentucky. Woodford R. Porter, Sr., 81, Director since 1981 2,527 Mr. Porter is the President and Chief Executive Officer of A. D. Porter & Sons, Inc., a funeral services company in Louisville, Kentucky. Raymond L. Sales, 77, Director since 1986 4,967 (12) Mr. Sales is an attorney, serving of counsel to the firm of Sales, Tillman and Wallbaum in Louisville, Kentucky. Prior to July, 1997, he was a partner in the firm of Segal, Sales, Stewart, Cutler & Tillman. NON-DIRECTOR NAMED OFFICERS: Gail W. Pohn 45,151 (13) Steven A. Small 17,236 (13) All Directors and Executive Officers as a group 3,138,523 29.4%(14) (30 in number, including the above) ______________________________ (1) Total Shares are based on the beneficial ownership rules of the Securities and Exchange Commission as described in footnote 1 to PRINCIPAL SHAREHOLDERS. Unless otherwise indicated, the named persons have sole voting and investment power with respect to the shares shown for them. Percentage ownership is based on 10,676,557 shares outstanding as of February 22, 2000, the Record Date for the Annual Meeting. Shares of Common Stock subject to options exercisable within 60 days of the Record Date are deemed outstanding for computing the percentage of class of the person holding such options but are not deemed outstanding for computing the percentage of class for any other person. Unless otherwise indicated, ownership is less than one percent. Holdings do not include shares that may be acquired in the future pursuant to the provisions of the Non-employee Directors Deferred Compensation Plan. As of December 31, 1999, the following directors have chosen to participate in this Plan: Leslie D. Aberson, David Jones, Jr., Donald G. McClinton, Jerome J. Pakenham, Bruce J. Roth, and Henry C. Wagner. (2) Includes 2,177 shares held in trust, 2,407 shares held in a foundation and 309 shares held by Mr. Aberson as custodian for his grandchild over which Mr. Aberson has voting and investment power. Also includes 9,623 shares held by Mr. Aberson's spouse, as to which shares Mr. Aberson shares voting and investment power. (3) Includes 16,168 shares held in trusts with respect to which Mr. Ballard serves as trustee with voting and investment power. (4) Includes 4,080 shares held by Ms. Markstein as custodian for her children and 80 shares held by the spouse of Ms. Markstein as to which Ms. Markstein shares voting and investment power. (5) Includes 27,314 shares held by Mr. Oliver under the Company's ESOP at December 31, 1998, the most current plan information available. Also includes 62,558 shares which Mr. Oliver may purchase under options granted under the Company's stock option plan and exercisable currently or within 60 days after the Record Date and includes 1,697 shares held by Mr. Oliver's spouse, as to which shares Mr. Oliver shares voting and investment power. (6) Includes 53,725 shares which Mr. Guillaume may purchase under options granted under the Company's stock option plans which are exercisable currently or within 60 days after the Record Date. Also includes 2,085 shares held by Mr. Guillaume under the Company's ESOP at December 31, 1998, the most current plan information available. (7) See footnote 2 to PRINCIPAL SHAREHOLDERS for a description of the shares beneficially owned by Mr. Klein. Mr. Klein's sons, David N. Klein and Richard B. Klein, are executive officers of the Company. (8) Includes the following shares beneficially owned by Mr. Roth: 34,686 shares held in trust as to which Mr. Roth shares voting and investment power; 32,974 shares held in partnerships as to which Mr. Roth has voting and investment powers; 10,546 shares in which Mr. Roth shares voting power pursuant to a power of attorney; and 735 shares held in a foundation as to which Mr. Roth has voting and investment power. Also includes 2,045 shares held by Mr. Roth's spouse as to which Mr. Roth shares voting and investment powers. (9) Includes 283 shares held by Mr. Cain's spouse as to which Mr. Cain shares voting and investment powers. (10) Includes 6,637 shares held by Mr. McClinton's spouse, as to which Mr. McClinton shares voting and investment power. (11) Includes 2,008 shares held by Mr. Pakenham and his spouse as joint tenants, as to which Mr. Pakenham shares voting and investment power. (12) Includes 1,524 shares held by Mr. Sales' spouse as to which Mr. Sales shares voting and investment power. (13) Represents shares which Messrs. Pohn and Small may purchase under the Company's stock option plans and exercisable currently or within 60 days after the Record Date. This also includes 4,422 shares held by Mr. Pohn and 3,879 shares held by Mr. Small under the Company's ESOP at December 31, 1998, the most current information available. (14) Includes 443,190 shares which may be purchased by all Executive Officers as a group under options granted pursuant to employment contracts and/or the Company's stock option plans which are exercisable currently or within 60 days after the Record Date. Does not include certain shares beneficially owned by Stanley L. Atlas and June K. Atlas, as to which they have granted a proxy to Bank management pursuant to an Agreement to vote their shares and have granted a right of first refusal to the Bank and its Chairman prior to disposing of such shares to any third party. Information Concerning the Board of Directors Directors' Compensation. Directors who are not officers of the Company are paid a fee of $1,250 for attendance at each meeting, $125 for nonattendance, and $250 for attendance at each committee meeting. Directors who are also officers are not paid any fee for serving as a director or attending any meetings. Under the Company's Non-employee Directors Deferred Compensation Plan, non-employee Directors may elect to defer director's fees into a participant account that includes a deferred stock account (consisting of shares of Common Stock of the Company) and/or a deferred cash account (which bears interest at the Bank's prime rate). Deferrals into the deferred stock account are credited at the rate of 110% of the applicable fee. Amounts deferred are payable, in stock or cash, as the case may be, upon the earlier of the date selected by the participant, the date the participant ceases to be a director or 60 days following a "Change in Control" of the Company, as defined in the plan. Meetings of the Board. During 1999, the Board of Directors of the Company held 12 regularly scheduled meetings and one annual organizational meeting. All Directors attended at least 75% of the aggregate of: (1) the total number of meetings of the Board of Directors held during the period for which he or she has served as a director; and (2) the total number of meetings held by all committees of the Board of Directors on which the director served in 1999. Board Committees. The Board of Directors has an Audit Committee, Planning and Management Committee and Nominating Committee, each of which is comprised solely of non-employee directors. The Audit Committee consists of Wendell J. Ford, David Jones, Jr., Donald G. McClinton, Jerome J. Pakenham, and Henry C. Wagner. The Audit Committee recommends to the Board of Directors the engagement of independent auditors for the Company and the Bank, reviews the reports of regulatory examiners and independent auditors, reviews reports concerning the internal control structure and other similar matters, and makes recommendations to the Board of Directors as may be appropriate. The Audit Committee held 4 meetings during 1999. The Planning and Management Committee consists of Leslie D. Aberson, William C. Ballard, Jr., Martha Layne Collins, Wendell H. Ford, Donald G. McClinton, Bruce J. Roth, Raymond L. Sales, and Henry C. Wagner. This Committee functions as the compensation committee of the Board to review the compensation of executive officers of the Company and to prepare recommendations and periodic reports to the Board concerning such matters. This committee is also responsible for administering the Company's Incentive Stock Option Plan. In addition, this Committee works with Company management regarding strategic planning issues. The Planning and Management Committee met 2 times during 1999. The Nominating Committee consists of Robert P. Adelberg, William C. Ballard, Jr., Martha Layne Collins, Judge John S. Palmore, and Benjamin K. Richmond. The duties of the Nominating Committee include seeking qualified and capable individuals to serve on the Company's Board of Directors. The Committee will consider for nomination as directors persons recommended by shareholders. Such recommentions must be in writing and delivered to the Nominating Committee, MidAmerica Bancorp, 500 West Broadway, Louisville, Kentucky 40202. The Nominating Committee did not meet during 1999. The following directors of the Company hold directorships in other companies registered under Section 12 or subject to the requirements of Section 15(d) of the Securities Exchange Act of 1934, or registered as an investment company under the Investment Company Act of 1940: William C. Ballard, Jr. is a director of Healthcare Recoveries, Inc., Health Care REIT, Inc., LG&E Energy Corp., and United Healthcare Corporation. Martha Layne Collins is a director of Eastman Kodak Company and R. R. Donnelley and Sons Company. David Jones, Jr. is a director of Humana, Inc., High Speed Access Corp. and Tritel, Inc. Donald G. McClinton is a director of Caretenders Health Corporation. EXECUTIVE COMPENSATION The following Summary Compensation Table shows compensation information for Mr. Bertram W. Klein, Chairman, R. K. Guillaume, Chief Executive Officer, and three other Executive Officers, as of year-end 1999, who were the most highly compensated in 1999 (the Named Officers). SUMMARY COMPENSATION TABLE Long-Term Annual Compensation Compensation Name and Principal Stock Options All Other Position Year Salary Bonus(1) (in Shares)(2) Compensation(3) Bertram W. Klein 1999 $470,000 $155,100 20,600 $ 8,608 Chairman of 1998 445,000 141,866 21,218 12,832 the Board 1997 420,000 133,896 13,113 24,918 R. K. Guillaume 1999 $450,000 $148,500 20,600 $ 7,200 Chief Executive 1998 425,000 135,490 21,218 7,200 Officer 1997 400,000 127,520 13,113 7,776 Orson Oliver 1999 $335,000 $107,250 10,300 $ 8,664 President 1998 325,000 103,610 10,609 13,056 1997 315,000 100,422 6,556 13,632 Steven A. Small 1999 $200,000 $66,000 10,300 $611,389 Executive Vice 1998 184,000 58,659 10,609 12,200 President & Chief 1997 174,000 55,471 6,540 17,451 Financial Officer Gail W. Pohn 1999 $179,100 $59,103 9,733 $ 7,200 Executive Vice 1998 173,700 55,376 10,238 7,200 President 1997 167,000 53,240 6,392 21,114 __________________________________ (1) The amounts shown in this bonus column represent amounts earned in the year indicated under the Company's Management Incentive Compensation Plan, pursuant to which Vice Presidents, Senior Vice Presidents, Executive Vice Presidents and other executive officers of the Company and the Bank are eligible to receive a cash award based upon performance criteria established by the Plan. (See COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION). The bonuses reflected in this chart were paid in the year subsequent to the year in which the bonus was earned. (2) The amounts in this column were adjusted to reflect the effect of stock dividends in 1998 and 1999. (3) Amounts in this column include: (a) Contributions in 1999 by the Company to the Company's ESOP, a defined contribution plan, in the amount of $7,200 each on behalf of Mr. Klein, Mr. Guillaume, Mr. Oliver, Mr. Pohn, and Mr. Small. (b) Amounts paid to the following Named Officers under the Bank's Key-Per Plan as follows: during 1999, Mr. Klein, $1,408 and Mr. Oliver, $1,464. The Key-Per Plan is an unfunded employee welfare benefit plan available to certain employees in the position of Senior Vice President or more senior office. After participants have held the office of Senior Vice President or higher with the Bank for 10 years, the participant begins to receive equal monthly payments from the Key-Per Plan over the next 10 years, provided the participant remains employed by the Bank during such period. There have been no participants added to the Key-Per Plan since 1986. (c) For Mr. Small, $604,189 during 1999 representing $4,189 paid as the final of 5 installments pursuant to an agreement to forego a contractual right and $600,000 paid pursuant to a renegotiation of the terms of his employment contract. OPTION GRANTS IN 1999 The following table sets forth information as to the stock options granted to the Named Officers during 1999 pursuant to the Company's Incentive Stock Option Plan. Potential Realizable Value at Assumed Percentage of Annual Rates Total Options of Stock Price Granted to Exercise Appreciation for Options Employees in Price Expiration Option Term(2) Name Granted(1) fiscal 1999 ($/Share) Date 5% 10% Bertram W. Klein 20,600 11.8% $27.50 1/25/2004 $ 90,785 $262,913 R. K. Guillaume 20,600 11.8% $25.00 1/25/2009 323,881 820,777 Orson Oliver 10,300 5.6% $25.00 1/25/2009 161,940 410,389 Steven A. Small 10,300 5.6% $25.00 1/25/2009 161,940 410,389 Gail W. Pohn 9,733 5.3% $25.00 1/25/2009 153,026 387,797 ______________________________________ (1) The exercise price of each of the options is equal to (or in the case of Mr. Klein 110% of) the closing price of the Company's Common Stock in the American Stock Exchange, Inc. ("AMEX") reported consolidated trading on the date of grant. The number of options and the exercise price shown have been adjusted to reflect the effect of a stock dividend in 1999 after the grant of the options. The vesting schedule of the 1995 Incentive Stock Option Plan provides that 25% of each option award is exercisable following each one-year anniversary date following the grant date. The 1995 Incentive Stock Option Plan pursuant to which these options were granted provides for the acceleration and/or cash-out of options upon the occurrence of certain change of control events. (2) Based on actual option term and annual compounding, without regard to the taxes associated with gains upon option exercises. These amounts assume the stated rates of appreciation will be realized. Actual gains, if any, are dependent upon the future performance of the Company's Common Stock. AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END VALUES The following table provides information about options exercised during 1999, and the unexercised options held at December 31, 1999 by the Named Officers. None of the Named Officers held or exercised stock appreciation rights ("SARs") during 1999. The value of the unexercised options is calculated based on the difference between the exercise price and the closing price of the Common Stock as of December 31, 1999, as reported by the AMEX consolidated transaction reporting system ($28.50).
Number of Securities Underlying Unexercised Value of Unexercised Options Held at In-the-Money Options/SARs Fiscal year-end at Fiscal year-end($) Shares Acquired on Value Name Exercise(#) Realized($)* Exercisable Unexercisable Exercisable Unexercisable Bertram W. Klein -0- -0- 23,446 43,068 $ 203,703 $ 72,391 R. K. Guillaume -0- -0- 39,995 43,066 410,554 135,998 Orson Oliver 4,969 $ 89,467 67,500 21,533 1,018,543 68,007 Steven A. Small 21,311 269,100 5,920 21,524 31,873 67,919 Gail W. Pohn -0- -0- 29,276 20,607 358,519 65,223
__________________________________ * Represents the difference between the market value of the Common Stock (or the sale price if shares were sold) on the day of exercise and the option exercise price. Retirement Plan The Company's non-contributory defined benefit Retirement Plan (the "Plan") originated on September 1, 1963 as the Bank's Retirement Plan prior to formation of the Company in 1983 and has been amended several times to comply with governmental regulations and to reflect other changes made since the Plan was adopted. All full time employees of the Company and the Bank who have attained age 20-1/2 and who have been credited with 500 hours of service in a six month period with the Company or the Bank, and part time employees who have completed 1,000 hours of service in the previous 12 month period, are generally eligible to participate in the Plan. The table set forth below shows the estimated annual benefits payable following retirement at age 65 to persons in specified remuneration and years of participation classifications under the Plan. A portion of the benefits shown below will be paid from the Company's Benefit Restoration Plan, a defined benefit plan intended to restore benefits unavailable to participants as a result of certain Internal Revenue Code limits on qualified plan benefits. PENSION PLAN TABLE Years of Service Remuneration 15 Years 20 Years 25 Years 30 Years 35 Years $125,000 $27,765 $37,020 $46,275 $55,530 $64,785 150,000 33,390 44,520 55,650 66,780 77,910 175,000 39,015 52,020 65,025 78,030 91,035 200,000 44,640 59,520 74,400 89,280 104,160 225,000 50,265 67,020 83,775 100,530 117,285 250,000 55,890 74,520 93,150 111,780 130,410 300,000 67,140 89,520 111,900 134,280 156,660 400,000 89,640 119,520 149,400 179,280 209,160 450,000 100,890 134,520 168,150 201,780 235,410 500,000 112,140 149,520 186,900 224,280 261,660 Covered compensation includes cash compensation to employees. If an employee retires at the later of age 65 or the employee's fifth anniversary of participation, the employee will be entitled to a monthly pension payable for life with a minimum of 120 guaranteed payments equal to the product of: (1) the sum of 1% of the first $400 of the employee's average monthly compensation (highest 10 consecutive years) plus 1-1/2% of the employee's average monthly compensation in excess of $400, multiplied by (2) the employee's years of credited service (up to 35 years). Employees with more than 35 years of credited service are entitled to additional monthly payments equal to 1-1/2% of the employee's average monthly compensation multiplied by the employee's years of credited service in excess of 35 years. The benefits as determined above and as listed in the pension table are not subject to any deduction for Social Security or other offset amounts. As of December 31, 1999, the four Named Officers in the Summary Compensation Table who participate in the Retirement Plan had the following number of complete years of accredited service: R. K. Guillaume, 4 years; Orson Oliver, 24 years; Steven A. Small, 6 years; and Gail W. Pohn, 6 years. Bertram W. Klein, who participates only in the Benefit Restoration Plan, had 46 years of accredited service as of that date. Employment Contracts, Termination and Change in Control Arrangements The Company and the Bank have employment agreements with R. K. Guillaume, Orson Oliver, Steven A. Small and Gail W. Pohn. Mr. Guillaume is employed as Vice Chairman and Chief Executive Officer of the Company and the Bank. Pursuant to his agreement, he receives a current base annual salary of $450,000, which is subject to increase, but not decrease, and participates in the benefit plans of the Company. If he is unable to work because of disability, he will receive 50% of base salary, continued coverage in the medical, dental, hospitalization and life insurance programs of the Company and continued accrual of credited service under the Pension Plan of the Company to age 65. Mr. Guillaume will receive his base pay and the continuation of certain benefits for 36 months if he is terminated without cause or is constructively terminated without cause. If such termination follows a change in control, he will receive such payments in a lump sum without discount. The agreement with Mr. Oliver provides for a current base annual salary of $335,000, which is subject to increase but not decrease, and terms otherwise similar to that of Mr. Guillaume, plus $125,000 if he remains employed until 2000 and $25,000 per year for each of the following three years, provided he remains employed. Mr. Pohn and Mr. Small have agreements expiring in 2003 and 2008, respectively. If they are terminated (or constructively terminated) without cause, they will receive salary payments and benefits for the unexpired term of the agreement. If the termination is after a change in control, they would also receive retirement benefits as if they had 15 years of credited service, provided that the cash and value of benefits payable upon termination after a change in control would be limited to the amount that could be deducted by the Company under the Internal Revenue Code provisions governing "parachute payments." Generally, these provisions limit the deductible amount to no more than three times the average annual income paid to a covered executive during the five previous years. COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION The Planning and Management Committee of the Board of Directors is comprised of the eight non-employee directors named below. The principal duties of the committee are to review the compensation of executive officers of the Company and to prepare recommendations and periodic reports to the Board concerning such matters. The Planning and Management Committee has furnished the following report relating to executive compensation during 1999. The Company's Compensation Program for its executive officers consists of base salary, the opportunity to earn an annual performance-based bonus and the ability to receive discretionary stock option awards. Each of these elements of compensation is discussed below. Base Salary. Base salary levels are established by this Committee and the other forms of compensation are fixed as described below. In general, base salary levels are set at the minimum levels believed by this Committee to be sufficient to attract and retain qualified executives when considered with the components of the Company's compensation structure. Salary recommendations of the Chairman and CEO are considered by the Committee along with information from nationally published surveys of executive compensation at financial institutions in our region. 1999 executive compensation was in line with the weighted average salary and bonuses reflected in the compensation surveys reviewed by the Committee. Incentive Compensation. The Committee believes that a portion of an executive officer's cash compensation should be subject to specific performance criteria. To accomplish this objective, in 1996 the Company adopted a Management Incentive Compensation Plan (the "Bonus Plan"). The Bonus Plan is intended to provide an immediate recognition of managerial efforts through a cash bonus or award tied to the financial performance of the Company. An annual award is based on the annual increase in Earnings Per Share for the award period over the previous period. A three-year award is based on (i) the three-year average increase in Earnings Per Share, (ii) the three-year average Return on Average Assets, and (iii) the three-year average Return on Equity. The Bonus Plan is open to participation by Executive Vice Presidents and above, Senior Vice Presidents and Vice Presidents of the Company and the Bank. The aggregate amount of cash award for a fiscal year is calculated for each of the aforementioned groups according to a schedule comparing the relevant increases or results for the Award Period to a predetermined performance standard. When an increase or result is above or below the target performance standard, the actual award fund is adjusted upward or downward from the target award. The aggregate amount of the annual award is apportioned between corporate performance and individual performance for the groups below Executive Vice President. The individual performance portion is discretionary with the Committee and is 25% of the annual award for Senior Vice Presidents and 50% of the annual award for Vice Presidents. The following table compares actual corporate performance to the targets used for 1999, as measured under the Bonus Plan. The performance standards on which these targets are based are subject to change and the targets should not be considered indicative of expectations of future performance. Target Actual Annual EPS Measure 9.5% - 10.49% 10.64% Three Year Measures: EPS measure 9.5% - 10.49% 12.94% ROAA measure 1.10% - 1.14% 1.38% ROE measure 11.00% -11.49% 12.54% Stock Option Program. The Committee believes that by providing those officers who have substantial responsibility for the management and growth of the Company and the Bank an opportunity to increase their ownership of the Company's Common Stock, the interests of shareholders and executives will be closely aligned. The Committee also believes that stock options under the 1995 Incentive Stock Option Plan are an important component in attracting and keeping quality personnel and in contributing to the long-term objectives of the Company. Therefore, persons holding the positions of Vice President or more senior offices in the Company and the Bank are eligible to receive stock options from time to time, giving them the right to purchase shares of the Company's Common Stock at a specified price in the future. Options are granted at an exercise price not less than the closing price of the Company's Common Stock in the AMEX reporting consolidated trading on the date of grant. In addition, in the case of Mr. Klein (and any other participants who may own more than 10% of the outstanding voting stock of the Company in the future), the option price of the shares is not less than 110% of such closing price on the date of grant. The Committee has discretion in determining whether options will be awarded in any given year, which eligible officers will receive options and the number of options to be received by such officer. Decisions concerning options for a particular year are made in the following year. In 1999, the Committee decided that an award of options would be granted to eligible participants pursuant to Administrative Provisions adopted by the Committee based upon the performance of the Company during 1998. OBRA Deductibility Limitation. The Omnibus Budget Reconciliation Act of 1993 (OBRA) prohibits the deduction by public companies of compensation of certain executive officers in excess of $1 million, unless certain criteria are met. The Company has determined not to take any action at this time with respect to its compensation plans to seek to meet these criteria. Chairman and Chief Executive Officer Compensation. The Committee considered and established the salary increases for the Chairman, Mr. Klein, and the Chief Executive Officer, Mr. Guillaume. The Committee determined that the base salaries of both Mr. Klein and Mr. Guillaume should be increased in an equal amount of $25,000 based in part, but not solely, on the positive performance of the Company. The bonuses for Mr. Klein and Mr. Guillaume were determined according to the terms of the Bonus Plan discussed above. Planning and Management Committee Leslie D. Aberson, Chairman Donald G. McClinton William C. Ballard, Jr. Bruce J. Roth Martha Layne Collins Raymond L. Sales Wendell H. Ford Henry C. Wagner COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION The Planning and Management Committee of the Board of Directors is responsible for executive compensation decisions as described above. During 1999, the committee consisted of Leslie D. Aberson, William C. Ballard, Jr., Martha Layne Collins, Wendell H. Ford, Donald G. McClinton, Bruce J. Roth, Raymond L. Sales, and Henry C. Wagner. Mr. Sales was, until July 31, 1997, a partner in the law firm of Segal, Sales, Stewart, Cutler & Tillman, which the Company retained to perform various legal services during 1999. Mr. Sales is of counsel to the firm of Sales, Tillman and Wallbaum which the Company retained to perform various legal services during 1999. OTHER TRANSACTIONS In the ordinary course of its business, the Company, through the Bank, has had in the past and expects to have in the future, banking transactions including lending, with its directors, officers, principal shareholders and their associates. Loans made to such persons are 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 transactions with other persons, involving no more than normal risk of collection and presenting no unfavorable features. SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE Section 16(a) of the Securities Exchange Act of 1934 requires the Company's directors and executive officers, and persons who own more than ten percent of the Company's stock, to file with the Securities Exchange Commission initial reports of stock ownership and reports of changes in stock ownership. Reporting persons are required by SEC regulation to furnish the Company with copies of all Section 16(a) reports they file. Based solely on its review of the copies of such reports received during the last fiscal year or written representations, the Company believes that all reports required by Section 16(a) during the most recent fiscal year or prior fiscal years were filed on a timely basis. COMPARISON OF FIVE-YEAR CUMULATIVE SHAREHOLDER RETURN The following graph shows the cumulative return experienced by the Company's shareholders during the last five years compared to the S&P 500 Composite Stock Index and the NASDAQ CRSP Bank Index. The graph assumes the investment of $100 on December 31, 1994 in the Company's Common Stock and each index and the reinvestment of all dividends paid during the five-year period. Period Ending Index 12/31/94 12/31/95 12/31/96 12/31/97 12/31/98 12/31/99 Mid-America Bancorp 100.00 113.18 128.13 241.37 206.42 231.23 S&P 500 100.00 137.58 169.03 225.44 289.79 350.50 NASDAQ Bank Index* 100.00 149.00 196.73 329.39 327.11 314.42 *Source: CRSP, Center for Research in Security Prices, Graduate School of Business, The University of Chicago 1999. Used with permission. All rights reserved. crsp.com. INDEPENDENT AUDITORS The selection of independent auditors to audit the Company's consolidated financial statements for the year ended December 31, 2000, has not yet been made. The timing of this selection allows the Audit Committee of the Board of Directors additional time to review the performance of the independent auditors during the past year, the complete results of the audit process and to make its recommendation to the Board of Directors. The Board of Directors intends to select an independent auditor following its receipt of the recommendation of the Audit Committee by the end of the second quarter of 2000. KPMG LLP has acted as the Company's independent auditors since 1990. Representatives of KPMG LLP will be present at the Annual Meeting and will be given the opportunity to make a statement if they so desire, and will answer appropriate questions directed to them relating to their audit of the Company's consolidated financial statements. OTHER MATTERS The only matters to be considered at the Annual Meeting or any adjournment thereof, so far as known to the Board of Directors, are those set forth in the Notice of Meeting and routine matters incident to the conduct of the meeting. However, if any other matters should properly come before the meeting or any adjournment thereof, it is the intention of the persons named in the accompanying form of proxy, or their substitutes, to vote such proxy in accordance with their judgments in such matters. SHAREHOLDER PROPOSALS FOR 2001 ANNUAL MEETING Shareholders who desire to present proposals at the 2001 annual meeting of shareholders must forward them in writing to the President of the Company so that they are received no later than November 17, 2000, in order to be considered for inclusion in the Company's proxy statement for such meeting. Shareholder proposals submitted after February 5, 2001 will be considered untimely, and the proxy solicited on behalf of the Board of Directors for next year's annual meeting may confer discretionary authority to vote on any such matters without a description of them in the proxy statement for that meeting. By order of the Board of Directors Orson Oliver President Louisville, Kentucky March 20, 2000 APPENDIX TO PROXY STATEMENT REVOCABLE PROXY MIDAMERICA BANCORP [x] PLEASE MARK VOTES AS IN THIS SAMPLE THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS-MIDAMERICA BANCORP PROXY - ANNUAL MEETING OF STOCKHOLDERS The undersigned, a shareholder of MID-AMERICA BANCORP, a Kentucky corporation (the "Company"), hereby appoints BERTRAM W. KLEIN, ORSON OLIVER and JOHN T. RIPPY, and each of them, the true and lawful attorneys and proxies with full power of substitution, for and in the name, place and stead of the undersigned, to vote all of the shares of Common Stock of the Company which the undersigned would be entitled to vote if personally present at the Annual Meeting of Shareholders to be held in the Dolphin Dover Room at the Executive Inn Hotel, 978 Phillips Lane, Louisville, Kentucky 40209, on April 25, 2000, at 10:00 a.m., Eastern Standard Time, and at any adjournment thereof. The undersigned hereby instructs said proxies or their substitutes: 1. ELECTION OF DIRECTORS. (except as marked to the contrary below): [ ] For [ ] Withhold [ ] For All Except NOMINEES: LESLIE D. ABERSON, WILLIAM C. BALLARD, JR., PEGGY ANN MARKSTEIN, ORSON OLIVER, BENJAMIN K. RICHMOND, VICTOR A. STAFFIERI, HENRY C. WAGNER (CLASS 3) INSTRUCTION: To withhold authority to vote for any individual nominee, write that nominee's name in the space below. ---------------------------------------------------------------- 2. DISCRETIONARY AUTHORITY. To vote with discretionary authority with respect to all other matters which may properly come before the meeting. This proxy, when properly executed, will be voted in accordance with any directions given. Unless other directions are specified, this proxy will be voted FOR the nominees named above and with the discretionary authority described in the accompanying proxy statement dated March 20, 2000. MANAGEMENT RECOMMENDS A VOTE FOR ALL OF THE NOMINEES NAMED ABOVE. The undersigned hereby revokes all proxies heretofore given and ratifies and confirms all that the proxies appointed hereby, or any of them, or their substitutes, may lawfully do or cause to be done by virtue thereof. The undersigned hereby acknowledges receipt of a copy of the Notice of Annual Meeting and Proxy Statement, both dated March 20, 2000, and a copy of the Company's 1999 Annual Report. Please sign exactly as shares are registered. If shares are held by joint tenants, all parties in the joint tenancy must sign. When signing as attorney, executor, administrator, trustee or guardian please indicate the capacity in which signing. If a corporation, please sign in full corporate name by president or other authorized officer. If a partnership, please sign in partnership name by authorized person. Please be sure to sign and date this Proxy in the box below. Date Stockholder sign above Co-holder(if any) sign above - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Detach above card, sign, date and mail in postage paid envelope provided. MIDAMERICA BANCORP 500 WEST BROADWAY LOUISVILLE, KENTUCKY 40202 PLEASE ACT PROMPTLY SIGN, DATE & MAIL YOUR PROXY CARD TODAY -----END PRIVACY-ENHANCED MESSAGE-----