ITEM 1. BUSINESS OF MID-AMERICA BANCORP
Mid-America Bancorp (the "Company") is a Kentucky corporation registered as a bank holding company pursuant to the Bank Holding Company Act of 1956, as amended (the "BHC Act"), and as a savings and loan holding company pursuant to the Home Owners' Loan Act. The Company is registered with, and subject to, the supervision of the Board of Governors of the Federal Reserve System (the "Federal Reserve Board") and the Office of Thrift Supervision ("OTS").
The Company's banking subsidiary, Mid-America Bank of Louisville and Trust Company (the "Bank") represents the Company's primary subsidiary. The Bank was established as a Kentucky banking corporation on October 14, 1925, under the name "Morris Plan Industrial Bank." On July 2, 1946 the Bank's name was changed to "Bank of Louisville." The Bank merged with "Royal Bank and Trust Company" in 1963 under the name Bank of Louisville-Royal Bank and Trust Co. The Bank's name was changed to Bank of Louisville and Trust Company on March 26, 1980. The present name of the Bank was adopted on March 25, 1983, when the Bank was merged with the Company.
The Bank is engaged in a wide range of commercial, trust, and personal banking activities including the usual acceptance of deposits for checking, savings and time deposit accounts; making of real estate, construction, commercial, home improvement and consumer loans; issuance of letters of credit; rental of safe deposit boxes; providing financial counseling for institutions and individuals; serving as executor of estates and as trustee under trusts and under various pension and employee benefit plans; serving as escrow agent on bond issues; serving as stock transfer agent, exchange agent, dividend disbursing agent, and registrar with respect to corporate securities; and participation in small business loan and student loan programs.
The Company also operates a number of other subsidiaries, including Mid-America Bank, FSB, a federal savings bank "Savings Bank", which was organized and chartered during 1993. The Savings Bank is located in Pewee Valley, Kentucky in Oldham County, and competes on the local level with other commercial banks and financial institutions in Oldham County, Kentucky for all types of deposits and loans. Another subsidiary, Mid-America Money Order Company, is engaged in the issuance and sale throughout the United States of retail money orders and similar consumer-type payment instruments having a face value of not more than $1,000. As of December 31, 1994, Mid-America Money Order Company was licensed to issue money orders in all 50 states, the District of Columbia and the U.S. Virgin Islands.
Competition
Competition for banking and related financial services is active in Jefferson County, Kentucky and other geographic areas served by the Company's subsidiaries. The Company's subsidiaries compete with other financial institutions including savings and loan associations, finance companies, mortgage banking companies, credit unions, insurance companies, brokerage firms, mutual funds, and other commercial banks. In addition, large money center banks continue to increase competition in the Company's trade territories through the acquisition of local financial institutions, the establishment of loan production offices and the solicitation of customers for credit cards and related services. At present, both price and product range are critically important in maintaining and expanding financial relationships.
On December 31, 1994, the Bank ranked fourth among banks and trust companies in the City of Louisville and in Jefferson County, Kentucky, in terms of total assets and in terms of total deposits. On December 31, 1994 there were ten commercial banks and trust companies in Jefferson County, including the Bank.
Employees
As of December 31, 1994, the Company and subsidiaries employed 596 persons on a full-time basis and 112 on a part-time basis.
Government Policies
As a financial institution, the earnings of the Company's various operating subsidiaries are affected by state and federal laws and by policies of various federal and state regulatory agencies. These policies include, for example, statutory maximum legal lending rates, domestic monetary policies of the Federal Reserve Board, United States fiscal policy, and capital adequacy and liquidity constraints imposed by bank regulatory agencies.
Supervision And Regulation
The Company is a registered bank holding company under the "BHC Act", and is subject to supervision, regulation and examination by the Federal Reserve Board. Under the "BHC Act", a bank holding company is, with limited exceptions, prohibited from (i) acquiring direct or indirect ownership or control of any voting shares of any company which is not a bank or (ii) engaging in any activity other than managing or controlling banks. Notwithstanding this prohibition, a bank holding company may engage in or own shares of a company that engages solely in activities which the Federal Reserve Board has determined to be so closely related to banking, or managing or controlling banks, as to be a proper incident thereto.
As a registered bank holding company, the Company is required to file with the Federal Reserve Board annual reports and other information regarding its business operations and the business operations of its subsidiaries. It is also subject to examination by the Federal Reserve Board and is required to obtain Federal Reserve Board approval prior to acquiring, directly or indirectly, ownership or control of any voting shares of any bank, if, after such acquisition, it would own or control, directly or indirectly, more than five percent of the voting stock of such bank unless it already owns a majority of the voting stock of such bank.
The Bank is subject to regulation and supervision, of which regular bank examinations are a part, by the Kentucky Department of Financial Institutions, Division of Banking. The Federal Deposit Insurance Corporation ("FDIC") currently insures the deposits of the Bank to a maximum of $100,000 per depositor. For this protection, the Bank pays a semi-annual statutory assessment and is subject to the rules and regulations of the FDIC pertaining to deposit insurance. On July 13, 1989, the Bank became a member bank in the Federal Reserve System. The Federal Reserve Board retains direct supervision of state chartered member banks and their affiliates through periodic examinations, the expense of which is borne by the Bank.
The Savings Bank is subject to regulation and supervision, of which regular examinations are a part, by the "OTS". The FDIC currently insures the deposits of the Savings Bank to a maximum of $100,000 per depositor.
Eton Life Insurance Company, a wholly-owned subsidiary of the Company, is regulated by the Kentucky Department of Insurance and is subject to Kentucky statutes and regulations governing domestic underwriters of credit life, accident, and health insurance.
The enactment in August 1989 of the Financial Institutions Reform, Recovery and Enforcement Act of 1989 ("FIRREA") placed the savings and loan insurance fund under the control of the FDIC, created the OTS in the U.S. Treasury Department and created the Resolution Trust Corporation to act as receiver to liquidate failed thrift institutions. FIRREA further expanded the power of bank holding companies to allow for the acquisition of savings associations and to operate them as separate thrift subsidiaries. FIRREA enhanced the ability of bank holding companies to expand through thrift acquisitions beyond their present geographic interstate banking region. The tandem restrictions placed upon thrift subsidiaries of bank holding companies have been removed allowing linkage of deposit-taking activities and solicitation of deposits and loans on behalf of affiliate companies. FIRREA led to many structural changes in competition for loans, deposits and other services, affected collateral valuation methods, and the acquisition of financial institutions.
In addition to FIRREA, in December 1991 the Federal Deposit Insurance Corporation Improvement Act of 1991 (the "FDIC Improvement Act") was enacted. The FDIC Improvement Act dealt with the recapitalization of the Bank Insurance Fund, deposit insurance reform, including requiring the FDIC to establish a risk-based premium assessment system, and a number of other regulatory and supervisory matters.
On September 29, 1994, President Clinton signed into law the Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994 (the "Act"). When fully phased in, the Act will remove state law barriers to interstate bank acquisitions and will permit the consolidation of interstate banking operations. Under the Act, effective September 29, 1995, adequately capitalized and managed bank holding companies may acquire banks in any state, subject to Community Reinvestment Act compliance, compliance with federal and state antitrust laws and deposit concentration limits, and subject to any state laws restricting the acquisition of a bank that has not been in existence for a minimum time period (up to five years). Effective September 29, 1995, the Act will also permit any bank that is controlled by a bank holding company to act as agent for any affiliated financial institution in deposit and loan transactions, regardless of whether the institutions are located in the same or different states. The Act's interstate branching provisions will become operative on June 1, 1997, although any state can, prior to that time, adopt legislation to accelerate interstate branching or prohibit it completely. The Act's interstate branching provisions will permit banks to merge across state lines and, if state laws permit de novo branching, to establish a new branch as its initial entry into a state.
The following tables set forth selected statistical information with respect to the Company and should be read in conjunction with the Company's consolidated financial statements.
DISTRIBUTION OF ASSETS, LIABILITIES AND SHAREHOLDERS' EQUITY; INTEREST RATES AND INTEREST DIFFERENTIAL
The schedule captioned "Average Balances and Yields/Rates Tax Equivalent Basis" included on page 21 of the Company's annual report to shareholders for the year ended December 31, 1994, which is incorporated herein by reference, shows, for each major category of interest earning asset and interest bearing liability, the average amount outstanding, the interest earned or expensed on such amount and the average rate earned or expensed for each of the years in the three-year period ended December 31, 1994. The schedule also shows the average rate earned on all interest earning assets and the average rate expensed on all interest bearing liabilities, the net interest spread and the net interest margin (net interest income divided by total average interest earning assets) for each of the years in the three-year period ended December 31, 1994. Nonaccrual loans outstanding were included in calculating the rate earned on loans. Total interest income includes the effects of taxable equivalent adjustments using a tax rate of 35% for 1994 and 1993 and 34% for 1992.
The changes in interest income and interest expense resulting from changes in volume and changes in rates for the years ended December 31, 1994 and 1993 are shown in the schedule captioned "Interest Income and Interest Expense Volume and Rate Changes for the Years 1994 and 1993 Tax Equivalent Basis" included on page 22 of the Company's annual report to shareholders for the year ended December 31, 1994, which is incorporated herein by reference.
SECURITIES PORTFOLIO BOOK VALUE
SECURITIES MATURITY DISTRIBUTION AND WEIGHTED AVERAGE YIELDS DECEMBER 31, 1994
The calculation of the weighted average yield is based on the average tax equivalent yield, weighted by the respective costs of the securities.
The weighted average yields on states and political subdivisions securities are computed on a tax equivalent basis using a marginal federal tax rate of 35%.
LOAN PORTFOLIO
Includes domestic loans only as the Company has no foreign loans. The Company has no other category of loans whose concentration exceeds 10% of total loans.
SELECTED LOAN MATURITIES AND SENSITIVITY TO INTEREST RATES DECEMBER 31, 1994
NON-PERFORMING LOANS
Information with respect to the Company's non-performing loans is included in the section captioned "Non-Performing and Restructured Assets" and footnote D to the consolidated financial statements included on pages 15, 16 and 35, respectively, of the Company's annual report to shareholders for the year ended December 31, 1994, which is incorporated herein by reference.
SUMMARY OF LOAN LOSS EXPERIENCE
The allowance for loan losses is maintained at a level sufficient to absorb estimated potential credit losses. Management determines the adequacy of the allowance based upon reviews of individual credits, evaluation of the risk characteristics of the loan portfolio, including the impact of current economic conditions on the borrowers' ability to repay, past collection and loss experience and such other factors, which, in management's judgment, deserve current recognition. The allowance for loan losses is increased by charges to operating earnings and reduced by charge-offs, net of recoveries.
ALLOCATION OF ALLOWANCE FOR LOAN LOSSES
MATURITY SCHEDULE OF TIME DEPOSITS OF $100,000 AND OVER DECEMBER 31, 1994
RETURN ON EQUITY AND ASSETS
Selected ratios for the years 1994, 1993 and 1992 are included on page 2 of the Company's annual report to shareholders for the year ended December 31, 1994 and are incorporated herein by reference.
FEDERAL FUNDS PURCHASED AND SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE (Dollars In Thousands)
Federal funds purchased and securities sold under agreements to repurchase generally represent overnight borrowing transactions. Included in repurchase agreements are balances of several institutional customers which are subject to substantial fluctuations, with reductions occurring in the normal course of business after year end. The detail of these short-term borrowings for the years 1994, 1993 and 1992 follows:
ITEM 2.
ITEM 2. PROPERTIES
The Bank maintains a main office, warehouse, operations center and 30 branches in Jefferson County, Kentucky. The Bank owns 18 branch offices, leases 11 branch offices, its operations center and the main office, and owns the buildings but leases the land with regard to 1 branch. The Bank also operates 40 automatic teller machines, at various locations in its traditional customer base of Jefferson County, Kentucky. The Savings Bank owns its main office facility and operates one automatic teller machine in Oldham County, Kentucky. See footnote F to the consolidated financial statements on page 36 of the Company's annual report to shareholders for the year ended December 31, 1994, which is incorporated herein by reference, for additional information on premises, equipment and lease commitments.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
The information contained in footnote N to the Company's consolidated financial statements included on page 41 of the Company's annual report to shareholders for the year ended December 31, 1994, is incorporated herein by reference.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
EXECUTIVE OFFICERS OF REGISTRANT.
Listed below are the names and ages of the Company's executive officers, positions held, and the year from which held. The Company's executive officers are elected annually by the Board of Directors and each, except Bertram W. Klein, Thomas L. Weber and Paul E. Henry, is employed pursuant to an employment agreement.
Year From Name Age Position Held Which Held
Bertram W. Klein 64 Chairman of the Board, 1985 Chief Executive Officer & member of the Executive Committee
Orson Oliver 51 President, Director & 1985 member of the Executive Committee
Thomas L. Weber 62 Executive Vice President 1984 & member of the Executive Committee
Paul E. Henry 59 Executive Vice President 1989 & member of the Executive Committee
David N. Klein 39 Executive Vice President 1991 & member of the Executive Committee
Richard B. Klein 36 Executive Vice President 1991 & member of the Executive Committee
Gail W. Pohn 59 Executive Vice President 1993 & member of the Executive Committee
Robert H. Sachs 55 Executive Vice President, 1993 General Counsel, & member of the Executive Committee
Steven A. Small 41 Executive Vice President, 1993 Chief Financial Officer & member of the Executive Committee
David N. Klein joined the Company's subsidiary bank in 1978. He was elected to his current position in 1991 and from 1987 to 1991 held the office of Senior Vice President - Retail Banking. He is the son of Bertram W. Klein and the brother of Richard B. Klein.
Richard B. Klein joined the Company's subsidiary bank in 1980. He was elected to his current position in 1991 and from 1987 to 1991 held the office of Senior Vice President-Consumer Loans and Credit. He is the son of Bertram W. Klein and the brother of David N. Klein.
Mr. Pohn joined the Company and the Company's subsidiary bank in 1993. Prior to joining the Company, from 1981 to 1993, he was Senior Vice President, Chief Counsel and Secretary for National City Bank, Kentucky (and its predecessor), a non-affiliate of the Company.
Mr. Sachs joined the Company and the Company's subsidiary bank in 1993. From 1990 to 1993, Mr. Sachs was the President of Legal Services Management, Inc., a consultant to corporations and law firms regarding the effective management and delivery of legal services. From 1989 to 1990 he was Vice President of Law and Corporate Secretary to BATUS Inc., a $13 billion management and holding company for the U.S. interests of BAT Industries, plc, a large publicly held UK conglomerate. Prior to that, Mr. Sachs was Vice President and General Counsel, Product Litigation, to Brown & Williamson Tobacco Corporation.
Mr. Small, a CPA, joined the Company and the Company's subsidiary bank in 1993. Prior to joining the Company, from 1986 to 1993, he was a partner of KPMG Peat Marwick, Certified Public Accountants, and worked primarily in serving financial institution clients of that firm.
All other executive officers have served the Company or the Bank in executive officer capacities for more than five years.
PART II
ITEM 5.
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED SECURITY HOLDER MATTERS
The information captioned "Market for Mid-America Bancorp's Stock and Related Security Holder Matters" included on page 25 of the Company's annual report to shareholders for the year ended December 31, 1994, is incorporated herein by reference.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
The information captioned "Summary of Financial Data" included on page 23 of the Company's annual report to shareholders for the year ended December 31, 1994 is incorporated herein by reference.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The Management's Discussion and Analysis of Financial Condition and Results of Operations included on pages 11 through 22 of the Company's annual report to shareholders for the year ended December 31, 1994 is incorporated herein by reference.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The following consolidated financial statements of the Company and report of independent auditors included on pages 27 through 44 in the Company's annual report to shareholders for the year ended December 31, 1994 are incorporated herein by reference:
Independent Auditors' Report Consolidated balance sheets - December 31, 1994 and 1993 Consolidated statements of income - years ended December 31 1994, 1993, and 1992 Consolidated statements of changes in shareholders' equity - years ended December 31, 1994, 1993 and 1992 Consolidated statements of cash flows - years ended December 31, 1994, 1993 and 1992 Notes to consolidated financial statements
The information captioned "Quarterly Financial Data" included on page 24 of the Company's annual report to shareholders for the year ended December 31, 1994 is incorporated herein by reference.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None
PART III
Item 10.
Item 10. Directors and Executive Officers of Registrant.
The information appearing under the heading "EXECUTIVE OFFICERS OF REGISTRANT" appearing in Part I of this Form 10-K and the information appearing under the headings "ELECTION OF DIRECTORS" and "COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934" in the Company's definitive Proxy Statement filed pursuant to Regulation 14A under the Securities Exchange Act of 1934 in connection with the Company's 1995 Annual Meeting of Shareholders are incorporated herein by reference.
Item 11.
Item 11. Executive Compensation.
The information appearing under the heading "EXECUTIVE COMPENSATION" in the Company's definitive Proxy Statement filed pursuant to Regulation 14A under the Securities Exhange Act of 1934 in connection with the Company's 1995 Annual Meeting of Shareholders is incorporated herein by reference.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
The information appearing under the headings "PRINCIPAL SHAREHOLDERS" and "ELECTION OF DIRECTORS" in the Company's definitive Proxy Statement filed pursuant to Regulation 14A under the Securities Exhange Act of 1934 in connection with the Company's 1995 Annual Meeting of Shareholders is incorporated herein by reference.
Item 13.
Item 13. Certain Relationships and Related Transactions.
The information appearing under the headings "CERTAIN TRANSACTIONS" and "COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION" in the Company's definitive Proxy Statement filed pursuant to Regulation 14A under the Securities Exchange Act of 1934 in connection with the Company's 1995 Annual Meeting of Shareholders is incorporated herein by reference.
PART IV
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
a-l Financial Statements See Part II, Item 8 for a listing of all financial statements and report of independent auditors.
a-2 Financial Statement Schedules All schedules normally required by Form lO-K are omitted since they are either not applicable or the required information is shown in the financial statements or the notes thereto.
a-3 Exhibits 3(a) Amended and Restated Articles of Incorporation of Mid-America Bancorp filed with the Secretary of State of Kentucky on May 4, 1989; as amended by Articles of Amendment filed with the Secretary of State of Kentucky on April 19, 1993 and March 13, 1995.
(b) By-Laws of Mid-America Bancorp. Exhibit 3 (c) to Registration Statement No. 2-80835 is incorporated by reference herein.
(4) Amended and Restated Articles of Incorporation and By-Laws. See Exhibits 3 (a) and 3 (b).
10. Material Contracts
(a) Mid-America Bancorp Non-Employee Directors Deferred Compensation Plan.(*)
(b) Employment Agreement between the Company and Orson Oliver dated, April 5, 1993. Exhibit 10 (a) to the Company's annual report on Form 10-K for the year ended December 31, 1993 is incorporated by reference herein.(*)
(c) Employment Agreement between the Company and Wallace A. Fudold dated, April 5, 1993. Exhibit 10 (b) to the Company's annual report on Form 10-K for the year ended December 31, 1993 is incorporated by reference herein.(*)
(d) Employment Agreement between the Company and David N. Klein dated, April 5, 1993. Exhibit 10 (c) to the Company's annual report on Form 10-K for the year ended December 31, 1993 is incorporated by reference herein.(*)
(e) Employment Agreement between the Company and Richard B. Klein dated, April 5, 1993. Exhibit 10 (d) to the Company's annual report on Form 10-K for the year ended December 31, 1993 is incorporated by reference herein.(*)
(f) Employment Agreement between the Company and Robert Sachs dated, April 5, 1993. Exhibit 10 (e) to the Company's annual report on Form 10-K for the year ended December 31, 1993 is incorporated by reference herein.(*)
(g) Employment Agreement between the Company and Gail Pohn dated, April 5, 1993. Exhibit 10 (f) to the Company's annual report on Form 10-K for the year ended December 31, 1993 is incorporated by reference herein.(*)
(h) Employment Agreement between the Company and Steven Small. May 3, 1993. Exhibit 10 (g) to the Company's annual report on Form 10-K for the year ended December 31, 1993 is incorporated by reference herein.(*)
(i) Agreement and General Release between the Company and Stanley L. Atlas dated, October 26, 1993. Exhibit 10 (h) to the Company's annual report on Form 10-K for the year ended December 31, 1993 is incorporated by reference herein.(*)
(j) Amended and Restated Mid-America Bancorp Incentive Stock Option Plan is incorporated herein by reference to Post-Effective Amendment Number 1 to Form S-8 Registration Statement No. 2-92270.(*)
(k) Mid-America Bancorp 1991 Incentive Stock Option Plan. Exhibit 28 to Registration Statement No. 33-42989 is incorporated by reference herein.(*)
(l) Mid-America Bancorp Incentive Compensation Plan. Exhibit 10(d) to the Company's annual report on Form 10-K for the year ended December 31, 1990 is incorporated by reference herein.(*)
* Management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 14(c) of this report.
11. Statement re Computation of per share earnings.
13. Selected portions of the annual report to shareholders for the year ended December 31, 1994.
21. Subsidiaries of the Company.
23. Consent of independent auditors.
27. Financial Data Schedule.
99. Additional Exhibits
Form 11-K
b Reports on Form 8-K
None
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
MID-AMERICA BANCORP
March 20, 1995 BY: /s/ Bertram W. Klein Bertram W. Klein Chairman of the Board and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated.
/s/ Bertram W. Klein Chairman of the Board & Mar. 20, 1995 Bertram W. Klein Chief Executive Officer
/s/ Orson Oliver President & Director Mar. 20, 1995 Orson Oliver
/s/ Steven A. Small Executive Vice President Mar. 20, 1995 Steven A. Small & Chief Financial Officer
/s/ Leslie D. Aberson Director Mar. 20, 1995 Leslie D. Aberson
/s/ Robert P. Adelberg Director Mar. 20, 1995 Robert P. Adelberg
Director Mar. 20, 1995 Stanley L. Atlas
/s/ William C. Ballard, Jr. Director Mar. 20, 1995 William C. Ballard, Jr.
/s/ Martha Layne Collins Director Mar. 20, 1995 Martha Layne Collins
/s/ Peggy Ann Marksetin Director Mar. 20, 1995 Peggy Ann Markstein
/s/ Donald G. McClinton Director Mar. 20, 1995 Donald G. McClinton
/s/ John S. Palmore Director Mar. 20, 1995 John S. Palmore
/s/ Woodford R. Porter, Sr. Director Mar. 20, 1995 Woodford R. Porter, Sr.
/s/ Benjamin K. Richmond Director Mar. 20, 1995 Benjamin K. Richmond
/s/ Bruce J. Roth Director Mar. 20, 1995 Bruce J. Roth
/s/ Raymond L. Sales Director Mar. 20, 1995 Raymond L. Sales
/s/ Thomas E. Sandefur, Jr. Director Mar. 20, 1995 Thomas E. Sandefur, Jr.
Director Mar. 20, 1995 Al J. Schneider
/s/ Henry C. Wagner Director Mar. 20, 1995 Henry C. Wagner
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
______________
EXHIBITS
filed with
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1994
Commission file number 1-10602
________________
MID-AMERICA BANCORP
INDEX TO EXHIBITS
Page
3(a) Amended and Restated Articles of Incorporation of Mid- America Bancorp filed with the Secretary of State of Kentucky on May 4, 1989, as amended by Articles of Amendment filed with the Secretary of the State of Kentucky on April 19, 1993 and March 13, 1995. 24
10. Material Contracts
(a) Mid-America Bancorp Non-Employee Directors Deferred Compensation Plan 38
11. Statement re computation of per share earnings. 44
13. Selected portions of the annual report to shareholders for the year ended December 31, 1994. 45
21. Subsidiaries of the Company. 93
23. Consent of independent auditors. 94
27. Financial Data Schedule 95
99. Additional Exhibits-Form 11-K 96