<PAGE> 1
[ST. JOSEPH CAPITAL BANK LETTERHEAD]
April 20, 1998
Dear Fellow Stockholder:
On behalf of the Board of Directors and management of St. Joseph Capital
Corporation, I cordially invite you to attend the Annual Meeting of
Stockholders of St. Joseph Capital Corporation to be held at 7:00 p.m. on May
21, 1998, at the Center for Continuing Education at the University of Notre
Dame, Notre Dame, Indiana. A map showing the location of the meeting is found
on the back page of the accompanying proxy statement. The accompanying Notice
of Annual Meeting of Stockholders and Proxy Statement discuss the business to
be conducted at the meeting. We have also enclosed a copy of the Company's
1997 Annual Report to Stockholders. At the meeting we shall report on Company
operations and the outlook for the year ahead.
Your Board of Directors has nominated three persons to serve as Class II
directors. Each of the nominees are incumbent directors. The Board of
Directors also proposes to amend the Company's Stock Incentive Plan to increase
the number of authorized shares of Common Stock, $.01 per share, issuable under
the plan by 100,000 shares. In addition, the Company's management has selected
and recommends that you ratify the selection of Crowe, Chizek and Company LLP
to continue as the Company's independent public accountants for the year ending
December 31, 1998.
We recommend that you vote your shares for the director nominees and in
favor of the proposals.
I encourage you to attend the meeting in person. WHETHER OR NOT YOU PLAN
TO ATTEND, HOWEVER, PLEASE COMPLETE, SIGN AND DATE THE ENCLOSED PROXY AND
RETURN IT IN THE ACCOMPANYING POSTAGE-PAID RETURN ENVELOPE AS PROMPTLY AS
POSSIBLE. This will ensure that your shares are represented at the meeting.
If you have any questions concerning these matters, please do not hesitate
to contact me at (219) 273-9700. We look forward with pleasure to seeing
and visiting with you at the meeting.
Very truly yours,
ST. JOSEPH CAPITAL CORPORATION
John W. Rosenthal
Chairman
<PAGE> 2
NOTICE OF
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 21, 1998
ST. JOSEPH CAPITAL CORPORATION
To the stockholders of
ST. JOSEPH CAPITAL CORPORATION
The Annual Meeting of the Stockholders of St. Joseph Capital Corporation,
a Delaware corporation (the "Company"), will be held at the Center for
Continuing Education at the University of Notre Dame, Notre Dame, Indiana, on
Wednesday, May 21, 1998, at 7:00 p.m., local time, for the following purposes:
1. to elect three Class II directors for a term of three years.
2. to amend the Company's Stock Incentive Plan to increase the
number of authorized shares of Common Stock, $.01 par value per
share, issuable under the plan by 100,000 shares.
3. to approve the appointment of Crowe, Chizek and Company LLP
as independent public accountants for the Company for the fiscal
year ending December 31, 1998.
4. to transact such other business as may properly be brought
before the meeting and any adjournments or postponements thereof.
The map on the back page of the attached Proxy Statement shows the
location of the Annual Meeting.
The Board of Directors has fixed the close of business on April 9, 1998,
as the record date for the determination of stockholders entitled to notice of,
and to vote at, the meeting.
By order of the Board of Directors
John W. Rosenthal
Chairman
Mishawaka, Indiana
April 20, 1998
<PAGE> 3
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of St. Joseph Capital Corporation (the "Company") of
proxies to be voted at the Annual Meeting of Stockholders to be held at the
Center for Continuing Education at the University of Notre Dame, Notre Dame,
Indiana, on Wednesday, May 21, 1998, at 7:00 p.m., local time, and at any
adjournments or postponements thereof.
The Board of Directors would like to have all stockholders represented at
the meeting. If you do not expect to be present, please sign and mail
your proxy card in the enclosed self-addressed, stamped envelope to the
Company's transfer agent, First Union National Bank of North Carolina, 1525
W.T. Harris Boulevard, 3C3, Charlotte, North Carolina 28288-1153, Attention:
Ms. Kristin Knapp. You have the power to revoke your proxy at any time before
it is voted, and the giving of a proxy will not affect your right to vote in
person if you attend the meeting.
The mailing address of the Company's principal executive offices is 3820
Edison Lakes Parkway, Mishawaka, Indiana 46545. This Proxy Statement and the
accompanying proxy card are being mailed to stockholders on or about April 20,
1998. The 1997 Annual Report of the Company, which includes consolidated
financial statements of the Company, is enclosed.
The Company is a bank holding company which serves the financial needs of
the "Michiana" area of Indiana and Michigan. It is the parent company of
the St. Joseph Capital Bank (the "Bank"), an Indiana state bank located in
Mishawaka, Indiana.
Only holders of record of the Company's Common Stock, par value $.01 per
share (the "Common Stock"), at the close of business on April 9, 1998, will be
entitled to vote at the annual meeting or any adjournments or postponements of
such meeting. On April 9, 1998, the Company had approximately 1,276,079 shares
of Common Stock issued and outstanding. In the election of directors, and for
all other matters to be voted upon at the annual meeting, each issued and
outstanding share of Common Stock is entitled to one vote. All shares of
Common Stock represented at the annual meeting by properly executed proxies
received prior to or at the annual meeting, and not revoked, will be voted at
the meeting in accordance with the instructions thereon. If no instructions
are indicated, properly executed proxies will be voted for the nominees and for
adoption of the proposals set forth in this Proxy Statement.
A majority of the shares of the Common Stock, present in person or
represented by proxy, shall constitute a quorum for purposes of the annual
meeting. Abstentions and broker non-votes will be counted for purposes of
determining a quorum. Directors shall be elected by a plurality of the votes
present in person or represented by proxy. For approval of the amendment to
the Company's Stock Incentive Plan, the affirmative vote of the majority of the
Company's outstanding shares entitled to vote on the subject matter shall
constitute stockholder approval. In all matters other than the election of
directors, the affirmative vote of the majority of shares present in person or
represented by proxy at the annual meeting and entitled to vote on the subject
matter shall be required to constitute stockholder approval. Abstentions will
be treated as votes against a proposal and broker non-votes will have no effect
on the vote.
<PAGE> 4
ELECTION OF DIRECTORS
At the Annual Meeting of the Stockholders to be held on May 21, 1998, the
stockholders will be entitled to elect three (3) Class II directors for a term
expiring in 2001. The directors of the Company are divided into three classes
having staggered terms of three years. Each of the nominees are incumbent
directors. The Company has no knowledge that any of the nominees will refuse
or be unable to serve, but if any of the nominees becomes unavailable for
election, the holders of the proxies reserve the right to substitute another
person of their choice as a nominee when voting at the meeting. Set forth
below is information, as of April 9, 1998, concerning the nominees for election
and for the other persons whose terms of office will continue after the
meeting, including age, year first elected a director of the Company and
business experience during the previous five years of each. Each of the
individuals have held the positions listed for the past five years unless
otherwise noted. The three nominees, if elected at the annual meeting, will
serve as Class II directors for three year terms expiring in 2001.
NOMINEES
<TABLE>
<CAPTION>
NAME DIRECTOR PRINCIPAL OCCUPATION
(AGE) SINCE FOR THE LAST FIVE YEARS
- ----- ----- ------------------------
<S> <C> <C>
CLASS II
(TERM EXPIRES 1998)
V. Robert Hepler 1996 President and Chief Executive Officer, VRH
(Age 69) Rentals (1994-present); President, Bob Hepler
Construction Equipment Company (prior to 1994)
Jack Matthys 1996 Vice Chairman of the Company and Chief Lending
(Age 51) Officer of the Bank; President, Krizman, Inc.
(1990-1992)
Richard A. Rosenthal 1996 Athletic Director Emeritus (1995-present),
(Age 65) Director of Athletics (1987-1995), University
of Notre Dame
</TABLE>
CONTINUING DIRECTORS
<TABLE>
<S> <C> <C>
CLASS III
(TERM EXPIRES 1999)
1996 Controller, R-Vision, Inc. (1996-present);
Helen L. Krizman Controller, The Warrick Corporation (1991-
(Age 35) 1996)
Scott C. Malpass 1996 Associate Vice President for Finance and Chief
(Age 35) Investment Officer, University of Notre Dame
Myron C. Noble 1997 Chairman of the Board, Pi-Rod, Inc. Plymouth,
(Age 60) Indiana
Robert A. Sullivan 1996 President, Capital Bank, N.A., Sylvania, Ohio
(Age 43)
</TABLE>
2
<PAGE> 5
<TABLE>
<CAPTION>
NAME DIRECTOR PRINCIPAL OCCUPATION
(AGE) SINCE FOR THE LAST FIVE YEARS
- ----- ----- -----------------------
<S> <C> <C>
CLASS I
(TERM EXPIRES 2000)
David A. Eckrich 1996 President, Adams Road Development, Inc.
(Age 57)
Jerry Hammes 1996 Chairman, Romy Hammes Bancorp, Inc.,
(Age 66) Peoples Bank of Kankakee County and
Romy Hammes, Inc.
Arthur H. McElwee 1996 President, Toefco Engineered Coating
(Age 55) Systems, Inc. (1994-present);
President, Goshen Rubber, Inc.
(1991-1994);
John W. Rosenthal 1996 Chairman of the Board, President and
(Age 39) Chief Executive Officer of the Company
and the Bank; Vice President and
Senior Corporate Banker, First
National Bank of Chicago (1988-1996)
</TABLE>
All of the Company's directors will hold office for the terms indicated,
or until their respective successors are duly elected and qualified. There are
no arrangements or understandings between any of the directors, executive
officers or any other person pursuant to which any of the Company's directors
or executive officers have been selected for their respective positions, and no
member of the Board is related to another member by blood or marriage, except
that Richard A. Rosenthal is the father of John W. Rosenthal. Mr. Arthur J.
Decio, who will retire as a director as of the date of the Annual Meeting, has
been elected Director Emeritus following the Annual Meeting.
For serving on the Board of Directors of the Company and the Bank,
directors who are also not officers receive annual fees in the form of options
to purchase 350 shares of the Company's Common Stock at the current fair market
value of such shares on the date of grant. The options vest immediately and
have a term of 10 years. Directors also receive options to purchase 25 shares
for each Board meeting of the Company or the Bank that they attend. Options
are not granted for Board meetings of both the Company and the Bank when such
meetings are held on the same day. No additional compensation is paid to
directors for attendance at committee meetings.
The Board of Directors of the Company has established an Audit Committee.
The Bank's Board of Directors has established a directors' loan policy
committee, an audit committee, an investment committee and a human resources
committee. These committees are composed entirely of outside directors, except
that John W. Rosenthal, the Company's President and Chief Executive Officer,
serves on all committees except the audit committee, and Jack Matthys, the
Bank's Chief Lending Officer, serves on the directors' loan policy committee.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE YOUR SHARES FOR THE
NOMINEES.
3
<PAGE> 6
TRANSACTIONS WITH MANAGEMENT
During the fiscal year ended December 31, 1997, certain directors and
executive officers of the Company (including their affiliates, families and
companies in which they are principal owners, officers or directors) became
loan customers of, and have had other transactions with, the Company and the
Bank in the ordinary course of business. Such loans and lines of credit have
been made in the ordinary course of business on substantially the same terms,
including interest rates and collateral, as those prevailing at the time for
transactions with other persons and are not believed to involve more than the
normal risk of collectibility or present other unfavorable features.
EXECUTIVE COMPENSATION
The following table shows the compensation for the last fiscal year
paid by the Company or the Bank to the Chief Executive Officer of the Company.
No other executive officer of the Company or the Bank had 1997 salary and bonus
which exceeded $100,000.
<TABLE>
<CAPTION>
===========================================================================================================
SUMMARY COMPENSATION TABLE
- -----------------------------------------------------------------------------------------------------------
Annual Compensation
- -----------------------------------------------------------------------------------------------------------
(A) (B) (C) (D) (G) (H)
FISCAL STOCK
YEAR OPTIONS ALL OTHER
NAME AND ENDED BON US GRANTED COMPENSATION
PRINCIPAL POSITION DECEMBER 31ST SALARY($)(1) ($) (#) ($)(2)
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
John W. Rosenthal 1997 $101,015 $10,000 3,000 $13,186
President & Chief 1996 75,384 --- 27,000 6,038
Executive Officer
===========================================================================================================
</TABLE>
(1) Includes compensation deferred at the election of Mr. Rosenthal.
(2) Represents amounts paid by the Company for contributions to the
Company's 401(k) Plan, an automobile allowance and for life insurance.
4
<PAGE> 7
STOCK OPTION INFORMATION
The following table sets forth certain information concerning the number
and value of stock options granted in the last fiscal year to the individuals
named in the Summary Compensation Table:
<TABLE>
<CAPTION>
==================================================================================================
OPTION GRANTS IN LAST FISCAL YEAR
- --------------------------------------------------------------------------------------------------
INDIVIDUAL GRANTS
- --------------------------------------------------------------------------------------------------
(a) (B) (C) (D) (E)
% OF TOTAL
OPTIONS OPTIONS GRANTED
GRANTED TO EMPLOYEES IN EXERCISE OR BASE EXPIRATION
NAME (#)(1) FISCAL YEAR PRICE ($/SH) DATE
<S> <C> <C> <C> <C>
==================================================================================================
John W. Rosenthal 3,000 6.6% $16.50 11/20/07
==================================================================================================
</TABLE>
(1) Such options became exercisable on the date of grant.
The following table sets forth certain information concerning the
exercisable and nonexercisable stock options at December 31, 1997, held by the
individuals named in the Summary Compensation Table:
<TABLE>
<CAPTION>
==============================================================================================================
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FY-END OPTION VALUES
- --------------------------------------------------------------------------------------------------------------
SHARES NUMBER OF SECURITIES
ACQUIRED UNDERLYING UNEXERCISED VALUE OF UNEXERCISED IN-
ON VALUE OPTIONS AT FY-END THE-MONEY OPTIONS
NAME EXERCISE REALIZED (#)(D) AT FY-END ($)(E)
(#)(A) (#)(B) ($)(C) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
John W.
Rosenthal --- $--- 21,000 9,000 $132,750 $65,250
==============================================================================================================
</TABLE>
5
<PAGE> 8
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information regarding the Company's
Common Stock beneficially owned on April 9, 1998 with respect to all persons
known to the Company to be the beneficial owner of more than five percent of
the Company Common Stock, each director, each executive officer named in the
Summary Compensation Table and all directors and executive officers of the
Company and the Bank as a group.
<TABLE>
<CAPTION>
NAME OF INDIVIDUAL AND AMOUNT AND NATURE OF PERCENT
NUMBER OF PERSONS IN GROUP BENEFICIAL OWNERSHIP(1)(2) OF CLASS
- -------------------------- ------------------------- ---------
<S> <C> <C>
DIRECTORS
John W. Rosenthal(3) 36,554 2.8%
David A. Eckrich 26,190 2.1%
Jerry Hammes 46,990 3.7%
V. Robert Hepler 26,010 2.0%
Helen L. Krizman 11,190 0.9%
Scott C. Malpass 3,660 0.3%
Jack Matthys 35,000 2.7%
Arthur H. McElwee 11,160 0.9%
Myron C. Noble 25,520 2.0%
Richard A. Rosenthal(4) 21,175 1.7%
Robert A. Sullivan 11,205 0.8%
All directors and executive
officers as a group
(12 persons) 256,729 19.4%
</TABLE>
_____________
(1) The information contained in this column is based upon information
furnished to the Company by the persons named above and the members of the
designated group. The nature of beneficial ownership for shares shown in this
column is sole voting and investment power, except as set forth in the
footnotes below. Inclusion of shares shall not constitute an admission of
beneficial ownership or voting or investment power over included shares.
(2) Includes shares obtainable under options granted to directors and officers
of the Company and the Bank under the Company's Stock Incentive Plan which are
presently exercisable or which become exercisable within 60 days of the date of
this table, as follows: Mr. John W. Rosenthal - 21,000 shares; Messrs. Eckrich
and Hammes and Ms. Krizman - 1,190; Mr. Hepler - 1,010; Messrs. Malpass and
McElwee - 1,160; Mr. Matthys - 10,000; Mr. Noble - 520; Mr. Richard A.
Rosenthal - 1,175; Mr. Sullivan - 1,205; and all directors and executive
officers as a group - 48,300.
(3) Includes 6,400 shares held in a trust for the benefit of Mr. Richard
Rosenthal's family and over which Mr. John Rosenthal has shared voting and
investment power.
(4) Includes 6,400 shares gifted to a trust for the benefit of Mr. Richard
Rosenthal's family by Mr. Richard Rosenthal for which he disclaims any
beneficial ownership interest.
6
<PAGE> 9
PROPOSAL TO ADOPT THE AMENDMENT TO THE STOCK INCENTIVE PLAN
At the Annual Meeting, stockholders will be asked to approve the amendment
of the Stock Incentive Plan. The Board of Directors is asking the stockholders
to authorize the allocation of an additional 100,000 shares of Common Stock to
be reserved for issuance and sale or award under the Stock Incentive Plan. The
Stock Incentive Plan is intended to promote equity ownership of the Company
by directors and selected officers and employees of the Company and the Bank,
to increase their proprietary interest in the success of the Company and to
encourage them to remain in the employ of the Company or the Bank. Stock
options also serve as the sole compensation provided to the members of the
Board of Directors of the Company and the Bank for their service as director.
The Stock Incentive Plan is administered by the Human Resources Committee
(the "Committee"), which is comprised of at least two non-employee directors
appointed by the Board of Directors. The Committee will have the authority,
subject to approval by the Board of Directors, to select the directors and
employees to whom awards may be granted, to determine the terms of each award,
to interpret the provisions of the Stock Incentive Plan and to make all other
determinations that it may deem necessary or advisable for the administration
of the Stock Incentive Plan. The Board of Directors has reserved 200,000
shares of Common Stock for issuance under the Stock Incentive Plan, including
the shares issuable pursuant to this amendment. In general, if any award
(including an option granted to a non-employee director) granted under the
Stock Incentive Plan expires, terminates, is forfeited or is cancelled for any
reason, the shares of Common Stock allocable to such award may again be made
subject to an award granted under the Stock Incentive Plan.
The Stock Incentive Plan provides for the grant of "incentive stock
options," as defined under Section 422(b) of the Internal Revenue Code of 1986,
as amended, options that do not so qualify (referred to herein as "nonstatutory
options") and stock appreciation rights ("SARs"), as determined in each
individual case by the Committee. Directors and employees of the Company and
the Bank are eligible to receive grants under the Stock Incentive Plan. Such
options may be granted subject to various vesting requirements, but become
fully vested upon a merger or change of control of the Company. The exercise
price of incentive stock options granted under the Stock Incentive Plan must at
least equal the fair market value of the Common Stock subject to the option
(determined as provided in the plan) on the date the option is granted. The
exercise price of nonstatutory options and SARs will be determined by the
Committee. Incentive Stock Options granted under the Stock Incentive Plan are
exercisable for ten years after the grant date and are not transferable.
Nonstatutory options and SARs remain exercisable for such period as the
Committee may determine.
An incentive stock option granted under the Stock Incentive Plan to an
employee owning more than 10% of the total combined voting power of all classes
of capital stock of the Company is subject to the further restriction that such
option must have an exercise price of at least 110% of the fair market value of
the shares of Common Stock issuable upon exercise of the option (determined as
of the date the option is granted) and may not have an exercise term of more
than five years. Incentive stock options granted to employees under the Stock
Incentive Plan are subject to the further restriction that the aggregate fair
market value (determined as of the date of grant) of Common Stock as to which
any such incentive stock option first becomes exercisable in any calendar year,
is limited to $100,000. To the extent options covering more than $100,000
worth of Common Stock first become exercisable in any one calendar year, the
excess will be treated as nonstatutory options. For purposes of determining
which, if any, options have been granted in excess of the $100,000 limit,
options will be considered to become exercisable in the order granted.
Each director and employee eligible to participate in the Stock
Incentive Plan will be notified of his or her selection by the Committee. To
receive an award under the Stock Incentive Plan, an employee must execute an
award agreement which will specify the type of award to be granted, the number
of shares of Common Stock (if any) to which the award relates, the terms and
conditions of the award and the date granted. In the case of an award of
options, the agreement will also specify the price at which the shares of
Common Stock subject to the
7
<PAGE> 10
option may be purchased, the date(s) on which the option becomes exercisable and
whether the option is an incentive stock option or a nonstatutory option.
The full exercise price for all shares of Common Stock purchased upon
the exercise of options granted under the Stock Incentive Plan may be paid by
cash, personal check, common stock owned or the surrender of exercisable
options at the time of exercise. In the event of termination of employment,
incentive stock options granted to employees under the Stock Incentive Plan
remain outstanding and are exercisable only until the expiration of ninety days
(or such lesser period as the Committee may determine) from the date on which
the person to whom they were granted ceases to be employed by the Company or
the Bank.
Incentive stock options granted under the Stock Incentive Plan have
certain advantageous tax attributes to the recipient under the income tax laws.
No taxable income is recognized by the option holder for income tax purposes at
the time of the grant or exercise of an incentive stock option, although
neither is there any income tax deduction available to the Company or the Bank
as a result of such a grant or exercise. Any gain or loss recognized by an
option holder on the later disposition of shares of Common Stock acquired
pursuant to the exercise of an incentive stock option generally will be treated
as long-term capital gain or loss if such disposition does not occur prior to
one year after the date of exercise of the option, or two years after the date
the option was granted.
As in the case of incentive stock options, the grant of nonstatutory
stock options or SARs will not result in taxable income for income tax purposes
to the recipient of the options, nor will the Company or the Bank be entitled
to an income tax deduction. Upon the exercise of nonstatutory stock options or
SARs, however, the option holder will generally recognize ordinary income for
income tax purposes equal to the difference between the exercise price and the
fair market value of the shares of Common Stock acquired or deemed acquired on
the date of exercise, and the Company or the Bank will be entitled to an income
tax deduction in the amount of the ordinary income recognized by the option
holder. In general, any further gain or loss realized by the option holder on
the subsequent disposition of such shares will be long-term or short-term
capital gain or loss, depending on the length of time the shares of Common
Stock are held after the option is exercised.
The Stock Incentive Plan expires ten years after its adoption, unless
sooner terminated by the Board of Directors. The Board of Directors has
authority to amend the Stock Incentive Plan in such manner as it deems
advisable, except that the Board of Directors is not permitted without
stockholder approval to amend the Stock Incentive Plan in a manner which would
prevent the grant of incentive stock options under the Stock Incentive Plan or
increase the number of shares of Common Stock available. The Stock Incentive
Plan provides for appropriate adjustment, as determined by the Committee, in
the number and kind of shares subject to the Stock Incentive Plan, and the
number, kind and per share exercise price of shares subject to unexercised
options, in the event of any change in the outstanding shares of Common Stock
by reason of a stock split, stock dividend, combination or reclassification of
shares, recapitalization, merger or similar event.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE YOUR SHARES FOR THE
PROPOSED AMENDMENT.
8
<PAGE> 11
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
Stockholders will be asked to approve the appointment of Crowe, Chizek
and Company LLP as the Company's independent public accountants for the year
ending December 31, 1998. A proposal will be presented at the annual meeting
to ratify the appointment of Crowe, Chizek and Company LLP. If the appointment
of Crowe, Chizek and Company LLP is not ratified, the matter of the appointment
of independent public accountants will be considered by the Board of Directors.
Representatives of Crowe, Chizek and Company LLP are expected to be present at
the meeting and will be given the opportunity to make a statement if they
desire to do so and will be available to respond to appropriate questions.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR RATIFICATION
OF THIS APPOINTMENT.
GENERAL
Your proxy is solicited by the Board of Directors and the cost of
solicitation will be paid by the Company. In addition to the solicitation of
proxies by use of the mail, officers, directors and regular employees of the
Company or the Bank, acting on the Company's behalf, may solicit proxies by
telephone, telegraph or personal interview. The Company will, at its expense,
upon the receipt of a request from brokers and other custodians, nominees and
fiduciaries, forward proxy soliciting material to the beneficial owners of
shares held of record by such persons.
OTHER BUSINESS
It is not anticipated that any action will be asked of the
stockholders other than that set forth above, but if other matters properly are
brought before the meeting, the persons named in the proxy will vote in
accordance with their best judgment.
FAILURE TO INDICATE CHOICE
If any stockholder fails to indicate a choice in items (1), (2) and
(3) on the proxy card, the shares of such stockholder shall be voted (FOR) in
each instance.
By order of the Board of Directors
John W. Rosenthal
Chairman
Mishawaka, Indiana
April 20, 1998
ALL STOCKHOLDERS ARE URGED TO SIGN
AND MAIL THEIR PROXIES PROMPTLY
9
<PAGE> 12
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PROXY ST. JOSEPH CAPITAL CORPORATION PROXY
PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS--MAY 21, 1998
The undersigned hereby appoints John W. Rosenthal and Edward R.
Pooley, or either of them acting in the absence of the others, with
power of substitution, attorneys and proxies, for and in the name and
place of the undersigned, to vote the number of shares of Common Stock
that the undersigned would be entitled to vote if then personally
present at the Annual Meeting of the Stockholders of St. Joseph
Capital Corporation, to be held at the Center for Continuing Education
at the University of Notre Dame, Notre Dame, Indiana, at 7:00 p.m.,
local time, or any adjournments or postponements thereof, upon the
matters set forth in the Notice of Annual Meeting and Proxy Statement
(receipt of which is hereby acknowledged) as designated on the reverse
side, and in their discretion, the proxies are authorized to vote upon
such other business as may come before the meeting:
<TABLE>
<S> <C>
[ ] Check here for address change. [ ] Check here if you plan to attend the
New Address: meeting.
------------------------------------------------
=========================================================
</TABLE>
(Continued and to be signed on reverse side.)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
ST. JOSEPH CAPITAL CORPORATION
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING
MANNER
USING DARK INK ONLY. M
<TABLE>
<CAPTION>
For All
For Abstain Except
<S> <C> <C> <C> <C>
1. Election of Directors [ ] N N
V. Robert Hepler
Jack Matthys
Richard A. Rosenthal
---------------------------------------------------
Nominee Exception
For Against
2. Amendment to the Stock In- [ ] N
centive Plan to increase
the number of shares of
Common Stock authorized
thereunder by 100,000
For Against
3. To ratify the selection of [ ] N
Crowe, Chizek and Com-
pany LLP
The Board of Directors recommends a vote
FOR all proposals.
THIS PROXY WILL BE VOTED IN ACCORDANCE
WITH SPECIFICATION MADE. IF NO CHOICES
ARE INDICATED, THIS PROXY WILL BE VOTED
FOR ALL PROPOSALS.
Dated: , 1998
Signature(s)
<CAPTION>
<S> <C>
Abstain
2. N
Abstain
3. N
proposals.
THIS
PROXY
WILL BE
VOTED
IN
ACCOR-
DANCE
WITH
SPECIFICATION
MADE. IF NO
CHOICES
ARE
INDICATED,
THIS PROXY
WILL BE
VOTED
FOR ALL
PROPOSALS.
</TABLE>
NOTE: Please sign exactly as your name(s) appears. For joint accounts,
each owner should sign. When signing as executor, administrator,
attorney, trustee or guardian, etc., please give your full title.
