<PAGE> 1
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the registrant /X/
Filed by a party other than the registrant /_/
Check the appropriate box:
/_/ Preliminary proxy statement
/X/ Definitive proxy statement
/_/ Definitive additional materials
/_/ Soliciting material pursuant to Rule 14a-12
First Capital, Inc.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
/X/ No fee required.
/_/ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
N/A
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(2) Aggregate number of securities to which transactions applies:
N/A
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(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11:
N/A
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(4) Proposed maximum aggregate value of transaction:
N/A
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/_/ Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11 (a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
N/A
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(2) Form, schedule or registration statement no.:
N/A
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(3) Filing party:
N/A
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(4) Date filed:
N/A
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<PAGE> 2
March 22, 2000
Dear Stockholder:
You are cordially invited to attend the annual meeting of shareholders of
First Capital, Inc. As a result of having changed our fiscal year end to
December 31, we will now hold our annual meeting in April of each year. The
meeting will be held at the main office of First Harrison Bank, 220 Federal
Drive, N.W., Corydon, Indiana on Wednesday, April 19, 2000 at 2:00 p.m., local
time.
The notice of annual meeting and proxy statement appearing on the
following pages describe the formal business to be transacted at the meeting.
During the meeting, we will also report on the operations of the Company.
Directors and officers of the Company, as well as a representative of Monroe
Shine & Co., Inc., the Company's independent auditors, will be present to
respond to appropriate questions of shareholders.
It is important that your shares are represented at this meeting, whether
or not you attend the meeting in person and regardless of the number of shares
you own. To make sure your shares are represented, we urge you to complete and
mail the enclosed proxy card. If you attend the meeting, you may vote in person
even if you have previously mailed a proxy card.
We look forward to seeing you at the meeting.
Sincerely,
/s/ J. Gordon Pendleton
J. Gordon Pendleton
CHAIRMAN OF THE BOARD
<PAGE> 3
FIRST CAPITAL, INC.
220 FEDERAL DRIVE
CORYDON, INDIANA 47112
(812) 738-2198
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
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The annual meeting of shareholders of First Capital, Inc. ("Company") will
be held at the main office of First Harrison Bank, 220 Federal Drive, N.W.,
Corydon, Indiana, on Wednesday, April 19, 2000, at 2:00 p.m., local time, for
the following purposes:
1. To elect four directors of the Company;
2. To ratify the appointment of Monroe Shine & Co., Inc. as independent
auditors for the Company for the fiscal year ending December 31,
2000; and
3. To transact any other business that may properly come before the
meeting.
NOTE: The Board of Directors is not aware of any other business to come
before the meeting.
Shareholders of record at the close of business on March 10, 2000 are
entitled to receive notice of the meeting and to vote at the meeting and any
adjournment or postponement of the meeting.
Please complete and sign the enclosed form of proxy, which is solicited by
the Board of Directors, and mail it promptly in the enclosed envelope. The proxy
will not be used if you attend the meeting and vote in person.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Joel E. Voyles
Joel E. Voyles
CORPORATE SECRETARY
Corydon, Indiana
March 22, 2000
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES IN ORDER TO ENSURE A QUORUM. A SELF-ADDRESSED
ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED IN
THE UNITED STATES.
<PAGE> 4
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PROXY STATEMENT
OF
FIRST CAPITAL, INC.
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ANNUAL MEETING OF SHAREHOLDERS
APRIL 19, 2000
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This proxy statement is furnished in connection with the solicitation of
proxies by the Board of Directors of First Capital, Inc. ("First Capital" or the
"Company") to be used at the annual meeting of shareholders of the Company. The
Company is the holding company for First Harrison Bank ("First Harrison"), which
formerly was known as First Federal Bank, a Federal Savings Bank ("First
Federal"). The annual meeting will be held at the main office of First Harrison
Bank, 220 Federal Drive, N.W., Corydon, Indiana, on Wednesday, April 19, 2000,
at 2:00 p.m., local time. This proxy statement and the enclosed proxy card are
being first mailed to shareholders on or about March 22, 2000.
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VOTING AND PROXY PROCEDURE
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WHO CAN VOTE AT THE MEETING
You are entitled to vote your First Capital common stock if the records of
the Company showed that you held your shares as of the close of business on
March 10, 2000. If your shares are held in a stock brokerage account or by a
bank or other nominee, you are considered the beneficial owner of shares held in
"street name," and these proxy materials are being forwarded to you by your
broker or nominee. As the beneficial owner, you have the right to direct your
broker how to vote and are also invited to attend the meeting. Your broker or
nominee has enclosed a voting instruction card for you to use in directing the
broker or nominee how to vote your shares.
As of the close of business on March 10, 2000, a total of 2,507,574 shares
of First Capital common stock were outstanding. Each share of common stock has
one vote. As provided in the Company's Articles of Incorporation, record holders
of the Company's common stock who beneficially own, either directly or
indirectly, in excess of 10% of the Company's outstanding shares are not
entitled to any vote in respect of the shares held in excess of the 10% limit.
ATTENDING THE MEETING
If you hold your shares of First Capital common in street name, you will
need proof of ownership to be admitted to the meeting. A recent brokerage
statement or letter from a bank or broker are examples of proof of ownership. If
you want to vote your shares of First Capital common stock held in street name
in person at the meeting, you will have to get a written proxy in your name from
the broker, bank or other nominee who holds your shares.
VOTE REQUIRED
The annual meeting will be held if a majority of the outstanding shares of
common stock entitled to vote is represented at the meeting. If you return valid
proxy instructions or attend the meeting in person, your shares will be counted
for purposes of determining whether there is a quorum, even if you abstain from
voting. Broker non-votes also will be counted for purposes for determining the
existence of a quorum. A
<PAGE> 5
broker non-vote occurs when a broker, bank or other nominee holding shares for a
beneficial owner does not vote on a particular proposal because the nominee does
not have discretionary voting power with respect to that item and has not
received voting instructions from the beneficial owner.
In voting on the election of directors, you may vote in favor of all
nominees, withhold votes as to all nominees, or withhold votes as to specific
nominees. There is no cumulative voting for the election of directors. Directors
must be elected by a plurality of the votes cast at the annual meeting. This
means that the nominees receiving the greatest number of votes will be elected.
Votes that are withheld and broker non- votes will have no effect on the outcome
of the election. In voting on the approval of the ratification of the
appointment of Monroe Shine & Co., Inc. as independent auditors, you may vote in
favor of the proposal, vote against the proposal or abstain from voting. This
matter will be decided by the affirmative vote of a majority of the votes cast
at the annual meeting. On this matter, abstentions and broker non-votes will
have no effect on the voting.
VOTING BY PROXY
This proxy statement is being sent to you by the Board of Directors of
First Capital for the purpose of requesting that you allow your shares of First
Capital common stock to be represented at the annual meeting by the persons
named in the enclosed proxy card. All shares of First Capital common stock
represented at the meeting by properly executed proxies will be voted in
accordance with the instructions indicated on the proxy card. If you sign and
return a proxy card without giving voting instructions, your shares will be
voted as recommended by the Company's Board of Directors. The Board of Directors
recommends a vote "FOR" each of the nominees for director and "FOR" ratification
of Monroe Shine & Co., Inc. as independent auditors.
If any matters not described in this proxy statement are properly
presented at the annual meeting, the persons named in the proxy card will use
their own judgment to determine how to vote your shares. This includes a motion
to adjourn or postpone the meeting in order to solicit additional proxies. If
the annual meeting is postponed or adjourned, your First Capital common stock
may be voted by the persons named in the proxy card on the new meeting date as
well, unless you have revoked your proxy. The Company does not know of any other
matters to be presented at the meeting.
You may revoke your proxy at any time before the vote is taken at the
meeting. To revoke your proxy you must either advise the Secretary of the
Company in writing before your shares have been voted at the annual meeting,
deliver proxy instructions with a later date, or attend the meeting and vote
your shares in person. Attendance at the annual meeting will not in itself
constitute revocation of your proxy.
If your First Capital common stock is held in street name, you will
receive instructions from your broker, bank or other nominee that you must
follow in order to have your shares voted. Your broker or bank may allow you to
deliver your voting instructions via the telephone or the Internet. Please see
the instruction form that accompanies this proxy statement.
PARTICIPANTS IN FIRST HARRISON'S ESOP
If you participate in First Harrison's Employee Stock Ownership Plan, the
proxy card represents a voting instruction to the trustees of the ESOP as to the
number of shares in your plan account. Each participant in the ESOP may direct
the trustees as to the manner in which shares of First Capital common stock
allocated to the participant's plan account are to be voted. Unallocated shares
of common stock held by the ESOP and allocated shares for which no voting
instructions are received will be voted by the trustees in the same proportion
as shares for which the trustees have received voting instructions.
2
<PAGE> 6
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STOCK OWNERSHIP
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The following table provides information about the shares of First Capital
common stock that may be considered to be owned by each director or nominee for
director of the Company and by all directors and executive officers of the
Company as a group as of March 1, 2000. Unless otherwise indicated, each of the
named individuals has sole voting power and sole investment power with respect
to the shares shown.
<TABLE>
<CAPTION>
NUMBER OF SHARES
THAT MAY BE
NUMBER OF ACQUIRED WITHIN PERCENT OF
SHARES OWNED 60 DAYS BY COMMON STOCK
NAME (EXCLUDING OPTIONS) EXERCISING OPTIONS OUTSTANDING
- ------------------------------- ------------------- ------------------- --------------
<S> <C> <C> <C>
Earl H. Book 77,035 (1) -- 3.1%
James S. Burden 11,935 (2) -- *
John W. Buschemeyer 24,254 (3) -- *
William W. Harrod 4,625 (4) 2,325 *
Dennis L. Huber 7,407 (5) -- *
Marvin E. Kiesler 40,550 (6) -- 1.6
James E. Nett 3,100 -- *
J. Gordon Pendleton 29,943 (7) -- 1.2
Kenneth R. Saulman 10,640 (8) -- *
Mark D. Shireman 32,760 (9) -- 1.3
Michael L. Shireman 8,594 (10) -- *
Samuel E. Uhl 24,104 (11) 5,129 1.2
Gerald L. Uhl 28,361 (12) -- 1.1
Loren E. Voyles 54,279 (13) -- 2.2
All directors and executive officers 370,754 11,680 15.2
as a group (19 persons)
</TABLE>
- --------------------------------
* Less than 1.0%.
(1) Includes 20,150 shares owned by Mr. Book's spouse.
(2) Includes 8,835 shares owned by Mr. Burden's spouse.
(3) Includes 5,560 shares owned by Mr. Buschemeyer's spouse and 1,537 shares of
unvested restricted stock as to which Mr. Buschemeyer exercises voting but
not investment power.
(4) Includes 3,075 shares of unvested restricted stock as to which Mr. Harrod
exercises voting but not investment power.
(5) Includes 1,537 shares of unvested restricted stock as to which Mr. Huber
exercises voting but not investment power.
(6) Includes 22,940 shares owned by Mr. Kiesler's spouse and 1,395 shares
owned by Mr. Kiesler's brother.
(7) Includes 6,150 shares of unvested restricted stock as to which Mr. Pendleton
exercises voting but not investment power.
(8) Includes 1,795 shares owned by a corporation controlled by Mr. Saulman and
1,537 shares of unvested restricted stock as to which Mr. Saulman exercises
voting but not investment power.
(9) Includes 6,000 shares owned by Mr. Shireman's spouse, 500 shares owned by
Mr. Shireman's children and 1,537 shares of unvested restricted stock as to
which Mr. Shireman exercises voting but not investment power.
(10)Includes 5,494 shares owned by Mr. Shireman's spouse.
(11)Includes 4,612 shares of unvested restricted stock as to which Mr. Uhl
exercises voting but not investment power.
(12)Includes 10,626 shares owned by Mr. Uhl's spouse and 1,537 shares of
unvested restricted stock as to which Mr. Uhl exercises voting but not
investment power.
(13)Includes 49,135 shares owned by Mr. Voyles' spouse.
3
<PAGE> 7
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PROPOSAL 1 -- ELECTION OF DIRECTORS
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The Company's Board of Directors consists of fourteen members. The Board
is divided into three classes with three-year staggered terms, with
approximately one-third of the directors elected each year. Four directors will
be elected at the annual meeting to serve for a three-year term, or until their
respective successors have been elected and qualified. The nominees are John W.
Buschemeyer, Kenneth R. Saulman, Marvin E. Kiesler and Loren E. Voyles, all of
whom are currently directors of the Company and First Harrison.
In connection with the merger with HCB Bancorp, which was completed on
January 12, 2000, the Company expanded the size of its Board of Directors and
appointed the directors of HCB Bancorp to fill the newly created vacancies.
It is intended that the proxies solicited by the Board of Directors will
be voted for the election of the nominees named above. If any nominee is unable
to serve, the persons named in the proxy card would vote your shares to approve
the election of any substitute proposed by the Board of Directors.
Alternatively, the Board of Directors may adopt a resolution to reduce the size
of the Board. At this time, the Board of Directors knows of no reason why any
nominee might be unable to serve.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF ALL OF THE
NOMINEES.
Information regarding the nominees and the directors continuing in office
is provided below. Unless otherwise stated, each individual has held his current
occupation for the last five years. The age indicated in each individual's
biography is as of December 31, 1999. The indicated period for service as a
director includes service as a director of First Harrison before the formation
of the Company.
NOMINEES FOR ELECTION AS DIRECTORS
The directors standing for election are:
JOHN W. BUSCHEMEYER is the President and sole owner of Hurst Lumber Co. in
Corydon, Indiana. Age 61. Director since 1973.
KENNETH R. SAULMAN has been employed as a right-of-way supervisor for
Clark County REMC, an electrical service company in Sellersburg, Indiana, since
March 1995. From July 1991 to March 1995 he was an area supervisor for Asplundh
Tree Trimming in Ramsey, Indiana. Age 57. Director since 1997.
MARVIN E. KIESLER is a retired officer of Harrison County Bank. Mr.
Kiesler is a former director of HCB Bancorp. Age 68. Director since 2000.
LOREN E. VOYLES is the retired President of Harrison County Bank. Mr.
Voyles is a former director of HCB Bancorp. Age 71. Director since 2000.
4
<PAGE> 8
DIRECTORS CONTINUING IN OFFICE
The following directors have terms ending in 2001:
SAMUEL E. UHL is the President and Chief Executive Officer of First
Harrison and Chief Operating Office of First Capital. Mr. Uhl has served as
President of First Harrison since 1996. Upon completion of the merger of First
Federal and Harrison County Bank, Mr. Uhl added the title of Chief Executive
Officer. Age 54. Director since 1995.
MARK D. SHIREMAN is the President of James L. Shireman Construction Co.,
Inc. in Corydon, Indiana. Age 48. Director since 1989.
JAMES S. BURDEN is the owner and operator of Tracy's Mobile Home Park in
Georgetown, Indiana and a bus driver for Floyd County Schools in New Albany,
Indiana. Mr. Burden is a former director of HCB Bancorp. Age 54. Director since
2000.
MICHAEL L. SHIREMAN is President of Uhl Truck Sales, a medium and heavy
truck dealer in Palmyra, Indiana. Mr. Shireman is a former director of HCB
Bancorp. Age 51. Director since 2000.
JAMES E. NETT is the controller for Koetter Woodworking, Inc. in Borden,
Indiana. Mr. Nett is a former director of HCB Bancorp. Age 56. Director since
2000.
The following directors have terms ending in 2002:
J. GORDON PENDLETON is Chairman of the Board of First Capital. Mr.
Pendleton was President and Chief Executive Officer of First Federal from 1961
to 1996. From 1996 until First Federal's merger with HCB Bancorp, he served as
Chief Executive Officer. Age 66. Director since 1963.
GERALD L. UHL is the Business Manager for Jacobi Sales, Inc., a farm
implement dealership in Palmyra, Indiana. Age 59. Director since 1973.
DENNIS L. HUBER is the President and Publisher of O'Bannon Publishing
Company, Inc. in Corydon, Indiana. Age 60. Director since 1997.
EARL H. BOOK is the President of Carriage Ford, Inc., a retail automobile
dealership in Clarksville, Indiana. Mr. Book is a former director of HCB
Bancorp. Age 70. Director since 2000.
WILLIAM W. HARROD became President and Chief Executive Officer of First
Capital and Chief Operating Office of First Harrison in January 2000. Mr. Harrod
previously served as President and Chief Executive Officer of HCB Bancorp and
Harrison County Bank. Mr. Harrod is a former director of HCB Bancorp. Age 43.
Director since 2000.
The following family relationships exist between the directors and
officers of First Capital: Samuel E. Uhl and Gerald L. Uhl are brothers; Earl H.
Book is the brother-in-law of Samuel E. Uhl and Gerald L. Uhl; Michael L.
Shireman is the brother of Mark D. Shireman; and Loren E. Voyles is the father
of Joel E. Voyles, Senior Vice President of First Harrison Bank.
5
<PAGE> 9
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The business of First Capital and First Harrison is conducted through
meetings and activities of their Board of Directors and their committees. During
the six months ended December 31, 1999, the Board of Directors of First Capital
held seven meetings and the Board of Directors of First Harrison held seven
meetings. No director attended fewer than 75% of the total meetings of the
Boards of Directors and committees on which that director served.
The following table shows the current membership of the Board's
committees.
Asset Asset/
Executive Audit Compensation Review Liability
Name Committee Committee Committee Committee Committee
---- --------- --------- ------------ ---------- ---------
Earl H. Book *
James S. Burden *
John W. Buschemeyer *
William W. Harrod * *
Dennis L. Huber *
Marvin E. Kiesler *
James E. Nett *
J. Gordon Pendleton * *
Kenneth R. Saulman *
Mark D. Shireman * *
Michael L. Shireman *
Samuel E. Uhl * *
Gerald L. Uhl *
Loren E. Voyles *
The Executive Committee meets as necessary between meetings of the full
Board of Directors. All actions of the Executive Committee must be ratified by
the full Board of Directors. The Executive Committee reviews directors' and
officers' compensation and makes recommendations to the full Board of Directors
in this regard. The Executive Committee met two times during the six months
ended December 31, 1999.
The Audit Committee is responsible for developing and monitoring the
Company's audit program. The Audit Committee recommends the appointment of the
independent auditor and meets with them to discuss the results of the annual
audit and any related matters. The Audit Committee also receives and reviews all
the reports and findings and other information presented to them by officers
regarding financial reporting policies and practices. The Audit Committee meets
as necessary and met one time during the six months ended December 31, 1999.
The Compensation Committee is responsible for establishing and
recommending employee and executive compensation policy to the full Board of
Directors. The Compensation Committee met one time during the six months ended
December 31, 1999.
The Asset Review Committee meets quarterly to assess the risk of First
Harrison's loan portfolio. The committee monitors residential loans above
$175,000, all commercial loans and loans 30 or more days delinquent. The
committee also reviews First Harrison's loan loss reserves. The Asset Review
Committee met two times in the six months ended December 31, 1999.
6
<PAGE> 10
The Asset/Liability Committee is responsible for establishing First
Capital's investment policy and for overseeing interest rate risk management,
funds management, liquidity management and capital management. The
Asset/Liability Committee met ten times during the six months ended December 31,
1999.
DIRECTORS' COMPENSATION
FEES. Members of First Harrison's Board of Directors receive $600 per
month. No separate fees are paid for service on First Capital's Board of
Directors. For the six months ended December 31, 1999, each non-employee
Director of First Federal received a bonus of $962.
DIRECTORS' DEFERRED COMPENSATION PLAN. Directors may elect to defer their
monthly directors' fees until retirement with no income tax payable by the
director until retirement benefits are received. Upon the director's termination
of service on or after attaining age 70, the retired director receives between
$217 and $676 per month for 180 months. Benefits are also payable upon
disability, early retirement, other termination of service or death. Directors
Buschemeyer, Pendleton, Mark Shireman and G. Uhl participate in the plan.
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EXECUTIVE COMPENSATION
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SUMMARY COMPENSATION TABLE
The following information is furnished for J. Gordon Pendleton, who served
as Chief Executive Officer during 1999. No other executive officer of the
Company or its subsidiaries received salary and bonus of $100,000 or more during
the six months ended December 31, 1999.
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
------------------------
ANNUAL COMPENSATION AWARDS
--------------------------------- ------------------------
OTHER RESTRICTED SECURITIES
ANNUAL STOCK UNDERLYING ALL OTHER
NAME AND PRINCIPAL FISCAL COMPENSATION AWARDS OPTIONS/ COMPENSATION
POSITION YEAR SALARY($) BONUS($) ($) ($) (#) ($)
- ---------------------------- ------ --------- -------- ------------- ----------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C> <C>
J. Gordon Pendleton 1999 1/2 $45,000 $7,552 $2,400(1) __ __ $5,322(2)
Chairman and Chief 1999 87,420 5,528 6,801 __ __ 4,276
Executive Officer 1998 82,409 615 7,062 __ __ 4,010
1997 77,484 650 7,592 __ __ 2,359
</TABLE>
- --------------------------
(1) Consists of directors fees. Does not include the aggregate amount of
perquisites and other personal benefits, which was less than 10% of the
total annual salary and bonus reported.
(2) Consists of payment of $1,731 for unused vacation and $3,591 employer
contribution to 401(k) plan.
EMPLOYMENT AGREEMENT
First Capital and First Federal entered into a one-year employment
agreement with Mr. Pendleton that expired on December 31, 1999. Following the
merger with HCB Bancorp, which was completed on January 12, 2000, William W.
Harrod became President and Chief Executive Officer of the Company.
7
<PAGE> 11
EXECUTIVE RETIREMENT INCOME AGREEMENT
First Harrison has entered into an agreement with Mr. Pendleton to provide
him with additional retirement income. The agreement provides for an annual
benefit of $24,500 upon Mr. Pendleton's retirement at or after attaining age 65,
payable for 15 years following retirement. Benefits are also payable upon
disability, early retirement, other termination of service or death. First
Harrison has purchased a life insurance policy with Mr. Pendleton as insured to
assist in funding First Harrison's obligation under the agreement.
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COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
- --------------------------------------------------------------------------------
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's executive officers and directors, and persons who own more than 10% of
any registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the SEC. Executive officers, directors
and greater than 10% stockholders are required by regulation to furnish the
Company with copies of all Section 16(a) reports they file.
Based solely on its review of the copies of the reports it has received
and written representations provided to the Company from the individuals
required to file the reports, the Company believes that each of the Company's
executive officers and directors has complied with applicable reporting
requirements for transactions in First Capital common stock during the six
months ended December 31, 1999.
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TRANSACTIONS WITH MANAGEMENT
- --------------------------------------------------------------------------------
TRANSACTIONS WITH MANAGEMENT
Federal regulations require that all loans or extensions of credit to
executive officers and directors of insured financial institutions must be made
on substantially the same terms, including interest rates and collateral, as
those prevailing at the time for comparable transactions with other persons,
except for loans made pursuant to programs generally available to all employees,
and must not involve more than the normal risk of repayment or present other
unfavorable features. First Harrison is therefore prohibited from making any new
loans or extensions of credit to executive officers and directors at different
rates or terms than those offered to the general public, except for loans made
pursuant to programs generally available to all employees, and has adopted a
policy to this effect. In addition, loans made to a director or executive
officer in an amount that, when aggregated with the amount of all other loans to
such person and his or her related interests, are in excess of the greater of
$25,000 or 5% of the institution's capital and surplus (up to a maximum of
$500,000) must be approved in advance by a majority of the disinterested members
of the Board of Directors.
Director Gerald L. Uhl is a shareholder and the Business Manager of Jacobi
Sales, Inc. ("JSI"), a farm implement dealership that has contracted with First
Harrison to provide sales financing to customers of JSI. First Harrison does not
grant preferential credit under this arrangement. All sales contracts are
presented to First Harrison on a 50% recourse basis, with JSI responsible for
the sale and disposition of any repossessed equipment. During the six months
ended December 31, 1999, First Harrison granted
8
<PAGE> 12
approximately $440,000 of credit to JSI customers. At December 31, 1999, none of
such loans were delinquent 30 days or more.
James L. Shireman Construction Co., Inc., for which director Mark D.
Shireman serves as president, constructed First Harrison's New Salisbury branch
in 1999 at a cost of approximately $550,000. Mr. Shireman recused himself from
the discussion and voting on the construction bid.
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PROPOSAL 2 -- RATIFICATION OF AUDITORS
- --------------------------------------------------------------------------------
The Board of Directors has appointed Monroe Shine & Co., Inc. to be its
auditors for the 2000 fiscal year, subject to the ratification by shareholders.
A representative of Monroe Shine & Co., is expected to be present at the annual
meeting to respond to appropriate questions from shareholders and will have the
opportunity to make a statement should he or she desire to do so.
If the ratification of the appointment of the auditors is not approved by
a majority of the votes cast by stockholders at the annual meeting, other
independent public accountants will be considered by the Board of Directors. The
Board of Directors recommends that shareholders vote "FOR" the ratification of
the appointment of auditors.
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MISCELLANEOUS
- --------------------------------------------------------------------------------
The Company will pay the cost of this proxy solicitation. 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 First Capital common stock. In addition to soliciting
proxies by mail, directors, officers and regular employees of the Company may
solicit proxies personally or by telephone. None of these persons will receive
additional compensation for these activities.
- --------------------------------------------------------------------------------
SHAREHOLDER PROPOSALS
- --------------------------------------------------------------------------------
Proposals that shareholders seek to have included in the proxy statement
for the Company's next annual meeting must be received by the Company no later
than November 22, 2000. Any such proposals will be subject to the requirements
of the proxy rules adopted by the Securities and Exchange Commission.
9
<PAGE> 13
The Company's Bylaws provide that in order for a shareholder to make
nominations for the election of directors or proposals for business to be
brought before the annual meeting, a shareholder must deliver notice of such
nominations and/or proposals to the Secretary not less than 30 nor more than 60
days prior to the date of the annual meeting; provided that if less than 30
days' notice of the annual meeting is given to shareholders, such notice must be
delivered not later than the close of the tenth day following the day on which
notice of the annual meeting was mailed to shareholders. A copy of the Bylaws
may be obtained from the Company.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Joel E. Voyles
Joel E. Voyles
CORPORATE SECRETARY
Corydon, Indiana
March 22, 2000
10
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FIRST CAPITAL, INC.
ANNUAL MEETING OF SHAREHOLDERS
APRIL 19, 2000
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THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints James Nett, Gerald Uhl and James Burden,
each with full power of substitution, to act as proxy for the undersigned, and
to vote all shares of common stock of First Capital, Inc. ("First Capital")
owned of record by the undersigned at the Annual Meeting of Shareholders, to be
held on April 19, 2000, at 2:00 p.m., local time, at 220 Federal Drive, N.W.,
Corydon, Indiana, and at any and all adjournments and postponements thereof, as
designated below with respect to the matters set forth below and described in
the accompanying Proxy Statement and, in their discretion, for the election of a
person to the Board of Directors if any nominee named herein becomes unable to
serve or for good cause will not serve and with respect to any other business
that may properly come before the meeting. Any prior proxy or voting
instructions are hereby revoked.
This proxy card will also be used to provide voting instructions to the
trustees for any shares of common stock of First Capital allocated to
participants under the First Federal Bank Employee Stock Ownership Plan.
1. The election as directors of all nominees listed (except as marked
to the contrary below).
Marvin E. Kiesler John W. Buschemeyer
Loren E. Voyles Kenneth R. Saulman
FOR ALL
FOR VOTE WITHHELD EXCEPT
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INSTRUCTION: To withhold your vote for any individual nominee, mark "FOR ALL
EXCEPT" and write that nominee's name in the space provided below.
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2. The ratification of the appointment of Monroe Shine & Co., Inc. as
independent auditors for First Capital for the fiscal year ending December 31,
2000.
FOR AGAINST ABSTAIN
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR"
EACH OF THE LISTED PROPOSALS.
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THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE
SPECIFIED, THIS PROXY WILL BE VOTED "FOR" EACH OF THE PROPOSALS LISTED. IF ANY
OTHER BUSINESS IS PRESENTED AT THE MEETING, INCLUDING WHETHER OR NOT TO ADJOURN
THE MEETING, THIS PROXY WILL BE VOTED BY THE PROXIES IN THEIR BEST JUDGMENT. AT
THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE
PRESENTED AT THE MEETING.
The undersigned acknowledges receipt from First Capital prior to the
execution of this proxy of a Notice of Annual Meeting of Shareholders, a Proxy
Statement dated March 22, 2000 and the Annual Report on Form 10-KSB.
Please sign exactly as your name appears on this card. When signing as
attorney, executor, administrator, trustee or guardian, please give your full
title. If shares are held jointly, each holder may sign but only one signature
is required.
Dated:___________________________
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SHAREHOLDER SIGN ABOVE
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CO-HOLDER (IF ANY) SIGN ABOVE
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PLEASE COMPLETE, DATE, SIGN AND PROMPTLY MAIL THIS PROXY
IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
