December 20, 1999
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of
Stockholders of Vermilion Bancorp, Inc. The meeting will be held
at the offices of American Savings Bank, located at 714 North
Vermilion Street, Danville, Illinois, on Wednesday, January 19,
2000 at 4:30 p.m., Central Daylight Savings Time. The matters
to be considered by stockholders at the Annual Meeting are
described in the accompanying materials.
It is very important that you be represented at the Annual
Meeting regardless of the number of shares you own or whether you
are able to attend the meeting in person. We urge you to mark,
sign, and date your proxy card today and return it in the
envelope provided, even if you plan to attend the Annual Meeting.
This will not prevent you from voting in person, but will ensure
that your vote is counted if you are unable to attend.
Your continued involvement with Vermilion Bancorp, Inc. is
appreciated.
Sincerely,
/s/Merrill G. Norton
Merrill G. Norton
President and Chief
Executive Officer
VERMILION BANCORP, INC.
714 North Vermilion Street
Danville, Illinois 61832
(217) 442-0270
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JANUARY 19, 2000
NOTICE IS HEREBY GIVEN that an Annual Meeting of
Stockholders of Vermilion Bancorp, Inc., ("Company") will be held
at the office of American Savings Bank, located at 714 North
Vermilion Street, Danville, Illinois on Wednesday, January 19,
2000, at 4:30 p.m., Central Daylight Savings Time, for the following
purposes, all of which are more completely set forth in the
accompanying Proxy Statement:
1. To elect one director of the Company for a three-
year term or until a successor is elected and qualified;
2. To ratify the appointment of Olive LLP, as the Company's
independent auditors for the fiscal year ending September 30, 2000; and
3. To transact such other business as may properly come
before the meeting or any adjournment thereof.
The Board of Directors of the Company has fixed December 8,
1999, as the voting record date for the determination of stockholders
entitled to notice of and to vote at the Annual Meeting. Only those
stockholders of record as of the close of business on that date will
be entitled to vote at the Annual Meeting or at any such adjournment.
BY ORDER OF THE BOARD OF DIRECTORS
/s/William T. Ingram
William T. Ingram, Secretary
December 20, 1999
Danville, Illinois
VERMILION BANCORP, INC.
____________________________
PROXY STATEMENT
____________________________
ANNUAL MEETING OF STOCKHOLDERS
January 19, 2000
General
This Proxy Statement is being furnished to the stockholders
of the Vermilion Bancorp, Inc. (the "Company") in connection with
the solicitation of proxies by the Board of Directors for use at
its Annual Meeting of Stockholders ("Annual Meeting") to be held
at the office of American Savings Bank (the "Bank"), located at
714 North Vermilion Street, Danville, Illinois, on Wednesday,
January 19, 2000, at 4:30 p.m., Central Daylight Savings Time,
and at any adjournment thereof, for the purposes set forth in
the Notice of Annual Meeting of Stockholders. This Proxy Statement
is first being mailed to stockholders on or about December 20, 1999.
Voting Rights
Only the holders of record of the outstanding shares of the
common stock, $0.01 par value per share, of the Company ("Common
Stock") at the close of business on December 8, 1999 (the "Voting
Record Date") will be entitled to notice of and to vote at the
Annual Meeting. At such date, there were 357,075 shares of
Common Stock issued and outstanding.
Each share of Common Stock is entitled to one vote at the
Annual Meeting on all matters properly presented at the meeting.
Directors are elected by a plurality of the votes cast with a
quorum present. The affirmative vote of the holders of a majority
of the total votes present, in person or by proxy, at the Annual
Meeting is required for approval of the proposal to ratify the
independent auditors. The presence, either in person or by proxy,
of the holders of a majority of the shares of Common Stock
outstanding on the Voting Record Date is necessary to constitute a
quorum at the Annual Meeting.
Proxies
Shares of Common Stock represented by properly executed
proxies, if such proxies are received in time and not revoked,
will be voted in accordance with the instructions indicated on
the proxies. IF NO INSTRUCTIONS ARE INDICATED, SUCH PROXIES WILL
BE VOTED FOR THE NOMINEE FOR DIRECTOR DESCRIBED HEREIN, FOR
RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITORS, AND, IN
THE DISCRETION OF THE PROXY HOLDER, AS TO ANY OTHER MATTER WHICH
MAY PROPERLY COME BEFORE THE ANNUAL MEETING. ANY HOLDER OF COMMON
STOCK WHO RETURNS A SIGNED PROXY BUT FAILS TO PROVIDE INSTRUCTIONS
AS TO THE MANNER IN WHICH SUCH SHARES ARE TO BE VOTED WILL BE DEEMED
TO HAVE VOTED IN FAVOR OF THE MATTERS SET FORTH IN THE PRECEDING SENTENCE.
A Company stockholder who has given a proxy may revoke it at
any time prior to its exercise at the Annual Meeting by (i)
giving written notice of revocation to the Secretary of the
Company (ii) properly submitting to the Company a duly-executed
proxy bearing a later date, or (iii) attending the Annual Meeting
and voting in person. All written notices of revocation and
other communications with respect to revocation of proxies should
be addressed as follows: Vermilion Bancorp, Inc., 714 North
Vermilion Street, Danville, Illinois 61832, Attention: Secretary.
Beneficial Ownership
The following table sets forth information as to the Common
Stock beneficially owned, as of December 8, 1999, by the only
persons or entities known to the Company to be the beneficial
owners of more than 5% of the Common Stock and by all directors
and officers of the Company as a group.
Name and Address of Amount and Nature of Percent of
Beneficial Owner Beneficial Ownership (1)
Vermilion Bancorp,
Inc. Employee
Stock Ownership
Plan 25,392(2) 7.1%
Tonetine Financial
Partners, L.P. (3) 35,400 9.9%
Directors:
Merrill G. Norton 25,945(4) 7.2%
Carl Busby 15,196(5) 4.2%
Thomas B. Meyer 12,046(5) 3.4%
Dr. Robert Ewbank 16,846(5) 4.3%
William T. Ingram 16,846(5) 4.3%
All directors and
Officers of the
Company as a Group
(6 persons) 98,406.4(6) 26.5%
____________________________
(1) Pursuant to rules promulgated by the Securities and
Exchange Commission ("SEC") under the Securities Exchange Act of
1934, as amended ("Exchange Act"), a person or entity is
considered to beneficially own shares of Common Stock if the
person or entity has or shares (i) voting power, which includes
the power to vote or to direct the voting of the shares, or (ii)
investment power, which includes the power to dispose or direct
the disposition of the shares. Unless otherwise indicated, a
person or entity has sole voting and sole investment power with
respect to the indicated shares. Shares which are subject to
stock options and which may be exercised within 60 days of the
Voting Record Date are deemed to be outstanding for the purpose
of computing the percentage of Common Stock beneficially owned
by such person.
(2) The Vermilion Bancorp, Inc., Employee Stock Ownership
Plan Trust ("Trust") was established pursuant to the Vermilion
Bancorp, Inc., Employee Stock Ownership Plan ("ESOP") by an
agreement between the Company and Messrs. Thomas B. Meyer,
William T. Ingram, and Merrill G. Norton, who act as trustees of
the plan ("Trustees"). As of December 8, 1999, 29,271 shares held
in the Trust had been designated for allocation to participating
employees, 3,879 shares have been allocated to participating
employee by the ESOP administrators. Under the terms of the ESOP,
the Trustees will generally vote the allocated shares held in the
ESOP in accordance with the instructions of the participating employees.
Unallocated shares held in the ESOP will generally be voted in
the same ratio on any matter as those allocated shares for which
instructions are given, subject in each case to the fiduciary
duties of the ESOP Trustees and applicable law. Any allocated
shares which either abstain on the proposal or are not voted will
be disregarded in determining the percentage of stock voted for
and against each proposal by the participants and beneficiaries.
The amount of Common Stock beneficially owned by directors who
serve as Trustees of the ESOP and by all directors and executive
officers as a group does not include the unallocated shares held
by the Trust.
(3) Based upon a Schedule 13D filed by Tontine Financial
Partners, L.P., on April 4, 1997, Tontine Financial Partners,
L.P., is a private investment limited partnership investing in
financial institutions.
(4) Includes 1,000 shares of restricted stock granted pursuant
to the Company's 1998 Recognition and Retention Plan and 5,333 shares
granted under the Company's Stock Option Plan that are vested and
exercisable on December 8, 1999.
(5) Includes 526 shares of restricted stock granted pursuant
to the Company's 1998 Recognition and Retention Plan and 1,320 shares
granted under the Company's Stock Option Plan that are vested and
exercisable on December 8, 1999.
(6) Includes, in the case of all directors and officers of the
Company as a group, (i) exercisable options to purchase 14,613 shares
pursuant to the Company's 1998 Stock Option Plan, (ii) 3,770 shares
of common stock awarded to certain officers of the Company pursuant to
the Company's 1998 Recognition and Retention Plan, and (iii) 3,227.4
shares of common stock allocated to the account of officers in the
Company's Employee Stock Ownership Plan.
SECTION 16(a) BENEFICIAL OWNERSHIP COMPLIANCE
Section 16(a) of the Exchange Act requires the Company's
officers, directors and persons who own more than 10% of the
Company's Common Stock to file reports of ownership and changes
in ownership with the SEC and the National Association of
Securities Dealers, Inc. Officers, directors and greater than 10%
stockholders are required by regulation to furnish the company
with copies of all forms they file pursuant to Section 16(a) of
the Exchange Act. The Company knows of no person who owns 10% or
more of the Company's Common Stock.
Based solely on review of the copies of such forms furnished
to the Company, or written representations from its officers and
directors, the Company believes that during the fiscal year ended
September 30, 1999, the Company's officers and directors complied
in all respects with the reporting requirements promulgated under
Section 16(a) of the 1934 Act, with the exception of Merrill G.
Norton, who was late in filing Schedule 13G and Messrs. Norton,
Busby, Meyer, Ewbank, Ingram and Stal who were each late in filing
a Form 5 reporting two transactions for fiscal 1998, which were
subsequently filed.
INFORMATION WITH RESPECT TO NOMINEES FOR DIRECTOR
AND DIRECTORS WHOSE TERMS CONTINUE
Election of Directors
The Bylaws of the Company provide that the Board of
Directors shall be divided into three classes which are as equal
in number as possible, and that the members of each class of
directors are to be elected for a term of three years and until
their successors are elected and qualified.
At the Annual Meeting, stockholders of the Company will be
asked to elect one director of the Company for a three-year term
and until a successors are elected and qualified. The nominee for
election as director was selected by the Nominating Committee
of the Board of Directors, and the nominee currently serves as a
director of the Company. There are no arrangements or understandings
between the person named and any other person pursuant to which such
person was selected as a nominee for election as a director at the
Annual Meeting. No director or nominee for director is related to
any other director or executive officer of the Company by blood,
marriage or adoption.
If the nominee should be unable or unwilling to stand for election
at the time of the Annual Meeting, the proxies will nominate and vote for
a replacement nominee recommended by the Board of Directors of the
Company. At this time, the Board of Directors knows of no reason why
the nominee may not be able to serve as a director if elected.
The following tables present information concerning the
nominee for director and each director whose term continues and
reflects his tenure as a director of the Company (including
service as a director of the Bank), his principal occupation
during the past five years as well as the number of shares of
Common Stock beneficially owned by each such person as of the
Voting Record Date. Each nominee and each director has been a
director of the Company since its formation in 1997.
NOMINEE FOR DIRECTOR FOR THREE-YEAR TERM
Position with Common Stock
the Company and Bank and Beneficially
Principal Occupation Owned as of
During the Director Dec. 8, 1999,(1)
----------------
Name Age Past Five Years Since No. %
- --------------------------------------------------------------------------------
Thomas B. Meyer 55 Chairman of the 1972 12,046(2) 3.4%
Board; Mr. Meyer
is an attorney in private
practice in Danville, Illinois.
He has served as Chairman of the
Board of the Bank since 1992
and of the Company since 1997.
DIRECTORS WITH TERMS EXPIRING IN 2001
Position with Common Stock
the Company and Bank and Beneficially
Principal Occupation Owned as of
During the Director Dec. 8, 1999,(1)
----------------
Name Age Past Five Years Since No. %
- -----------------------------------------------------------------------------
William T. Ingram 59 Director. Mr. Ingram 1990 16,846(3) 4.3%
operates a number of
businesses in the Danville,
Illinois area, including
Automobile Diagnostics,
Quick Air Freight, Ingram's
Quicklube and Ingram's
Apartments.
Dr. Robert Ewbank 67 Director. Dr. Ewbank has 1983 16,846(4) 4.3%
been a medical consultant
since 1995 when he retired
from his oral and
maxillofacial surgery
practice in Danville, Illinois.
DIRECTOR WITH TERM EXPIRING IN 2002
Position with Common Stock
the Company and Bank and Beneficially
Principal Occupation Owned as of
During the Director Dec. 8,1999(1)
--------------
Name Age Past Five Years Since No. %
- ---------------------------------------------------------------------------
Merrill G. Norton 54 Director, President and 1996 25,945(5) 7.2%
Chief Executive Officer.
Mr. Norton has served as
the Bank's president and
chief executive officer
since 1992, and the
Company's President and
Chief Executive Officer
since 1997. He was the
sole proprietor of
Merrill G. Norton,
CPA from 1973 to 1992.
Carl W. Busby 70 Director, Mr. Busby is 1993 15,196(6) 4.2%
an auctioneer, farm and
real estate appraiser and
agriculture real estate
salesman. He is the president
and owner with his wife of
Busby Farms, Inc. and Busby
Land and Auction Co., Inc.
____________________________
(1) Based on information furnished by the respective
individuals. Pursuant to rules promulgated by the Securities and
Exchange Commission ("SEC") under the Securities Exchange Act of
1934, as amended ("Exchange Act"), a person or entity is
considered to beneficially own shares of Common Stock if the
person or entity has or shares (i) voting power, which includes
the power to vote or to direct the voting of the shares, or
(ii)investment power, which includes the power to dispose or
direct the disposition of the shares. Unless otherwise
indicated, a person or entity has sole voting and sole
investment power with respect to the indicated shares. Shares
which are subject to stock options and which may be exercised
within 60 days of the Voting Record Date are deemed to be
outstanding for the purpose of computing the percentage of Common
Stock beneficially owned by such person.
(2) Includes 5,000 shares held jointly by Mr. Meyer and his
wife and 5,200 shares held by Mr. Meyer's individual retirement
account, 526 shares of restricted stock granted pursuant to the
Company's 1998 Recognition and Retention Plan and 1,320 shares granted
under the Company's Stock Option Plan that are vested and exercisable
on December 8, 1999.
(3) Includes 5,000 shares held by Mr. Ingram and his wife,
3,400 shares held by his wife, 1,600 shares held by Mr. Ingram's
individual retirement account, and 1,600 shares held by the individual
retirement account of his wife 526 shares of restricted stock granted
pursuant to the Company's 1998 Recognition and Retention Plan and 1,320
shares granted under the Company's Stock Option Plan that are vested
and exercisable on December 8, 1999.
(4) Includes 5,000 shares held by Dr. Ewbank and his wife and
5,000 shares held by his wife, 526 shares of restricted stock granted
pursuant to the Company's 1998 Recognition and Retention Plan and 1,320
shares granted under the Company's Stock Option Plan that are vested
and exercisable on December 8, 1999.
(5) Includes 7,700 shares held by Mr. Norton's
individual retirement account and that of his spouse, 4,300
shares owned jointly with his spouse, 1,500 shares owned jointly with
his mother, 4,850 in Mr. Norton's 401K with the Company, 2,262
shares allocated in the Company's ESOP, 1,000 shares of restricted
stock granted pursuant to the Company's 1998 Recognition and Retention
Plan and 5,333 shares granted under the Company's Stock Option Plan
that are vested and exercisable on December 8, 1999.
(6) Includes 5,000 shares held jointly by Mr. Busby and his
wife, 5,000 shares held by Busby Farms, Inc., owned jointly with
his wife, and 3,350 shares held by Mr. Busby's individual
retirement account, 526 shares of restricted stock granted persuant
to the Company's 1998 Recognition and Retention Plan and 1,320 shares
granted under the Company's Stock Option Plan that are vested and
exercisable on December 8, 1999.
The Board of Directors and Its Committees
Regular meetings of the Board of Directors of the Company
are held once a month and special meetings of the Board of
Directors of the Company are held from time-to-time as needed.
There were 5 meetings of the Board of Directors of the Company
and 14 meetings of the Board of Directors of the Bank held during
fiscal 1999. No director attended fewer than 75% of the total
number of meetings of the Board of Directors of the Company or of
the Board of Directors of the Bank held during fiscal 1999 and
the total number of meetings held by all committees of the Board
on which the director served during such year.
The Company's business is primarily conducted through the Bank,
an Illinois-chartered savings bank and a wholly owned subsidiary
of the Company. The Board has established various committees to
which it has delegated certain responsibilities, including a
Nominating Committee, Investment Committee, Audit Committee,
Promotion and Advertising Committee and Interest Rate Risk/Asset
Liability Committee. No director attended fewer than 75% of the
total number of Board meetings and meetings of Board committees
on which he served during the fiscal year ended September 30,
1999.
All of the Board members serve on the Investment Committee
and the Interest Rate Risk/Asset Liability Committee and all of
the Board members except for Mr. Norton serve on the Nominating
Committee. The Audit Committee's current members are Messrs.
Meyer, Ewbank and Busby and the members of the Promotion and
Advertising Committee are Messrs. Norton and Ingram. During
fiscal 1999, the Investment Committee met 12 times, the Interest
Rate Risk/Asset Liability Committee met quarterly, the Promotion
and Advertising Committee met 2 times, the Audit Committee met 1
time and the Nominating Committee met once.
The Nominating Committee will consider nominations made by
shareholders in conformance with the Company's Articles of
Incorporation.
Directors' Compensation
Members of the Bank's Board of Directors receive $500 per
month plus $400 per special meeting attended. Board fees are
subject to adjustment by the Board of Directors annually. Board
members receive no additional fees for service on board
committees. Each of the Bank's directors also serves on the
G.B.W. Service Corporation's board of directors without
compensation.
Executive Officers Who Are Not Directors
The following table sets forth certain information with
respect to the one executive officer of the Company who is not a
director. There are no arrangements or understandings between the
Company and such person pursuant to which such person was elected
an executive officer of the Company, and such officer is not
related to any director or officer of the Company by blood,
marriage or adoption.
Name Age Position
Terry L Stal 47 Treasurer
____________________
Set forth below is information with respect to the principal
occupations of the above executive officer during the last five
years.
Terry L. Stal. Mr. Stal has been Treasurer of the Company
since its formation in January of 1997. He has also served as
Vice President and Controller of the Bank since 1996. He was
previously Director, Secretary and Treasurer of First Prairie
Bankshares, Inc., Georgetown, Illinois and Director and Cashier
of the First National Bank, Georgetown, Illinois until 1995.
EXECUTIVE COMPENSATION
Summary
The following table sets forth a summary of certain
information concerning the compensation awarded to or paid by the
Company, for services rendered in all capacities during the last
fiscal year to the Chief Executive Officer of the Company and,
for the fiscal years ended September 30, 1998 and September 30,
1997, concerning compensation awarded to or paid by the Bank, for
services rendered in all capacities during the last two fiscal
years to the Chief Executive Officer of the Bank. No other
executive officer received salary and bonuses aggregating more
than $100,000 during any of the last three fiscal years.
Summary Compensation Table
Annual Compensation Long Term Compensation
Other Awards
Name and Fiscal Annual Restricted
Principal Year Salary(1) Bonus Compensation(2) Stock LTIP
- -------------------------------------------------- Options Awards Payouts
---------------------------
Merrill G. 1999 $89,900 $300 -- -- $ -- $--
Norton 1998 85,850 280 -- 8,000 50,625 --
1997 83,900 280 -- -- -- --
Name and Fiscal All Other(5)
Principal Year Compensation
- ---------------------------------
Merrill G. 1999 $ 11,558
Norton 1998 16,041
1997 --
____________________________
(1) Includes directors fees and fees for services as an
officer and director of G.B.W. Service Corporation, a subsidiary
of the Bank.
(2) Does not include amounts attributable to miscellaneous
benefits received by the named executive officer, including the
payment of club membership dues. The costs to the Company of
providing such benefits to the named executive officer during the
year ended September 30, 1999 did not exceed the lesser of
$50,000 or 10% of the total of annual salary and bonus reported
for such individual.
(3) Consists of awards granted pursuant to the Company's 1998 Stock Option
Plan during the year ended September 30, 1998. Options granted under the 1998
Stock Option Plan vest over a three year period at the rate of 33.3% per year
beginning May 5, 1998.
(4) Represents the value of shares granted under the 1998 Management
Recognition Plan and Trust "MRP". Shares under the 1998 MRP will vest over a
three year period at the rate of 33.3% per year and commence on May 5, 1998.
Dollar amount is equal to the number of shares awarded time the market price per
share of $16.875 on May 5, 1998. 1,500 of these shares are contingent upon Mr.
Norton's continuing employment on May 5, 2000.
(5) Consists of 1,115.8 shares allocated to Mr. Norton's account in the
Bank's ESOP during the fiscal year ended September 30, 1999 which shares had a
market value of $11,558 on the date the shares were allocated.
Employment Agreement
On January 15, 1997, the Bank entered into an employment
agreement with Mr. Norton under which the Bank agreed to employ
Mr. Norton for a term of three years in his current position at
an initial base salary of $76,000. The agreement is terminable
with or without cause by the Bank. Under the agreement, Mr.
Norton has no right to compensation or other benefits for any
period after voluntary termination or termination by the Bank for
cause, provided, however, that (i) in the event that the Bank
fails to comply with any material provision of the employment
agreement he shall be entitled to severance payments equal to his
annual salary multiplied by three or (ii) if certain adverse
actions are taken with respect to the officer's employment
following a Change in Control of the Company, as defined, Mr.
Norton will be entitled to cash severance payments equal to his
average annual compensation at the date of termination multiplied
by two. A Change in Control of the Company is generally defined
in the employment agreement to mean a change in control of a
nature that would be required to be reported in response to Item
6(c) of Schedule 14A of Regulation 14A promulgated under the
Securities Exchange Act of 1934, as amended. Mr. Norton's
employment agreement provides that in the event that any payments
to be paid thereunder are deemed to constitute "excess parachute
payments" and, therefore, subject to an excise tax under Section
4999 of the Code, the amount of severance shall be reduced to an
amount that will not result in any excess parachute payments.
Mr. Norton's agreement also provides that in the event of Mr.
Norton's disability, retirement or death during the term of the
agreement, Mr. Norton or his estate will receive payments equal
to the amount of compensation for 12 months at his then current
base salary. Based upon the average annual compensation levels
for the five prior years, in the event of a termination of
employment following a Change in Control, Mr. Norton would
receive $281,723 in cash severance.
Although the above-described employment agreement could
increase the cost of any acquisition of control of the Company,
management of the Company does not believe that the terms thereof
would have a significant anti-takeover effect.
Indebtedness of management
The Bank, in the ordinary course of business, makes
available to its directors and executive officers mortgage loans
on their primary residences, consumer loans and loans on their
savings accounts. Such loans are made on the same terms as
comparable loans to other borrowers.
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
The Board of Directors of the Company has appointed Olive LLP
as independent auditors for the Company for the year ending September
30, 2000, and further directed that the selection of auditors be
submitted for ratification by the stockholders at the Annual Meeting.
The Company has been advised by Olive LLP that neither the firm nor any
of its associates has any relationship with the Company other than the
usual relationship that exists between independent public accountants and
clients. Olive LLP will have representatives at the Annual Meeting who
will have an opportunity to make a statement, if they so desire, and will
be available to respond to appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE
RATIFICATION OF THE APPOINTMENT OF OLIVE LLP, AS
INDEPENDENT AUDITORS FOR THE YEAR ENDING SEPTEMBER 30, 2000.
OTHER MATTERS
Management is not aware of any business to come before the
Annual Meeting other than those matters described in this Proxy
Statement. However, if any other matters should properly come
before the Annual Meeting, it is intended that the proxies
solicited hereby will be voted with respect to those other
matters in accordance with the judgment of the persons voting the
proxies.
The cost of solicitation of proxies will be borne by the
Company. The Company will reimburse brokerage firms and other
custodians, nominees and fiduciaries for reasonable expenses
incurred by them in sending proxy materials to the beneficial
owners of the Common Stock. In addition to solicitations by
mail, directors, officers and employees of the Company may
solicit proxies personally or by telephone without additional
compensation.
STOCKHOLDER PROPOSALS
Any proposal which a stockholder wishes to have included in
the proxy solicitation materials to be used in connection with
the next Annual Meeting of Stockholders of the Company must be
received at the office of the Company no later than November 21,
2000. If such proposal is in compliance with all of the
requirements of Rule 14a-8 under the Exchange Act, it will be
included in the Proxy Statement and set forth on the form of
proxy issued for the next Annual Meeting of Stockholders. It is
urged that any such proposals be sent by certified mail, return
receipt requested.
ANNUAL REPORTS AND FINANCIAL STATEMENTS
Stockholders of the Company as of the record date for the
Annual Meeting are being forwarded a copy of the Company's Annual
Report to Stockholders for the year ended September 30, 1999
("Annual Report"). Included in the Annual Report are the
financial statements of the Company as of September 30, 1999 and
1998 and for each of the years in the three-year period ended
September 30, 1999, prepared in accordance with generally
accepted accounting principles, and the related report of the
Company's independent public accountants. The Annual Report is
not a part of this Proxy Statement.
UPON RECEIPT OF A WRITTEN REQUEST, THE COMPANY WILL
FURNISH TO ANY STOCKHOLDER WITHOUT CHARGE A COPY OF ITS ANNUAL
REPORT ON FORM 10-KSB FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION UNDER THE EXCHANGE ACT FOR THE YEAR ENDED SEPTEMBER 30,
1999. UPON WRITTEN REQUEST, THE COMPANY WILL FURNISH TO ANY
SUCH STOCKHOLDER A COPY OF THE EXHIBITS TO THE ANNUAL REPORT
ON FORM 10-KSB. SUCH WRITTEN REQUESTS SHOULD BE DIRECTED
TO VERMILION BANCORP, INC., 714 NORTH VERMILION STREET,
DANVILLE, ILLINOIS 61832, ATTENTION: SECRETARY. THE ANNUAL REPORT
ON FORM 10-KSB IS NOT A PART OF THIS PROXY STATEMENT. THE
COMPANY'S FORM 10-KSB MAY ALSO BE RETRIEVED ON THE WEBSITE OF THE
SECURITIES AND EXCHANGE COMMISSION: WWW.SEC.GOV.
REVOCABLE PROXY
VERMILION BANCORP, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF VERMILION BANCORP, INC. ("COMPANY") FOR USE AT THE ANNUAL
MEETING OF STOCKHOLDERS TO BE HELD ON January 19, 2000 AND AT ANY
ADJOURNMENT THEREOF.
The undersigned, being a stockholder of the Company as of
December 8, 1999, hereby authorizes the Board of Directors of the
Company or any successors thereto as proxies with full powers of
substitution, to represent the undersigned at the Annual Meeting
of Stockholders of the Company to be held at the main office of
the Company located at 714 North Vermilion Street, Danville,
Illinois 61832 on Wednesday, January 19, 2000 at 4:30 p.m., Central
Daylight Savings Time, and at any adjournment of said meeting, and
thereat to act with respect to all votes that the undersigned would
be entitled to cast, if then personally present, as follows:
1. ELECTION OF DIRECTORS.
___ FOR the nominee listed below ___ WITHHOLD AUTHORITY
(except as marked to the to vote for the
contrary below) nominee listed
below
Thomas B. Meyer
2. RATIFICATION OF THE APPOINTMENT of Olive LLP
as independent auditors of the Company for the year ending
September 30, 2000.
___ FOR ___ AGAINST ___ ABSTAIN
3. In their discretion, the proxies are authorized to vote
upon such other business as may properly come before the Annual
Meeting.
Shares of Common Stock of the Company will be voted as
specified. If not otherwise specified, this proxy will be voted
FOR the election of the Board of Directors' nominee to the Board
of Directors and FOR the ratification of the appointment of Olive
LLP as independent auditors. You may revoke this proxy at any time
Prior to the time it is voted at the Annual Meeting.
The undersigned hereby acknowledges receipt of the Notice of
Annual Meeting of Stockholders of the Company to be held on January
19, 2000, or any adjournment thereof, a Proxy Statement for the
Annual Meeting and the 1999 Annual Report to Stockholders of the
Company prior to the signing of this proxy.
Dated: ___________ ___, ____.
____________________________________
Signature(s)
Please sign exactly as your name(s)
appear(s) on this Proxy. When signing
in a representative capacity, please
give title. When shares are held
jointly, both should sign. YOU MAY
REVOKE THIS PROXY AT ANY TIME PRIOR TO
THE TIME IT IS VOTED AT THE ANNUAL
MEETING.
Please check if you plan to attend the meeting. ___
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE
ENCLOSED ENVELOPE.
