Indiana United Bancorp
201 N. Broadway
Greensburg, Indiana 47240
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be held on Tuesday, May 16, 1995
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of
Indiana United Bancorp (the "Company") will be held in the Conference Center
on the second floor of the Company's principal office at 201 N. Broadway,
Greensburg, Indiana, on Tuesday the 16th day of May, 1995, at 10:00 A.M.
(Eastern Standard Time), for the following purposes:
1. To elect to the Board of Directors six (6) directors to serve
until the next Annual Meeting and until their successors are
elected and qualified;
2. To ratify the appointment of Geo. S. Olive & Co. LLC as the
Company's independent accountants for the fiscal year ending
December 31, 1995; and
3. To transact such other business as may properly come before the
meeting or any adjournment thereof.
Only shareholders of record at the close of business on March 10, 1995
are entitled to notice of and to vote at the Annual Meeting. The transfer
books will not be closed.
Whether or not you plan to attend the Annual Meeting, please complete,
date and sign the enclosed proxy and mail it promptly in the enclosed stamped
envelope. If you are able to attend the meeting and wish to vote your shares
personally, you may do so at any time before the proxy is exercised.
By Order of the Board of Directors,
Sue Fawbush
Secretary
Greensburg, Indiana
April 7, 1995
<PAGE>
Indiana United Bancorp
201 N. Broadway
Greensburg, Indiana 47240
Proxy Statement
For
Annual Meeting of Shareholders
May 16, 1995
Introduction
This Proxy Statement is being furnished to shareholders of Indiana
United Bancorp, an Indiana corporation (the "Company"), in connection with the
solicitation of proxies by the Board of Directors of the Company from holders
of record of the Company's outstanding shares of common stock, no par value per
share (the "Common Stock"), as of the close of business on March 10, 1995, for
use at the Annual Meeting of Shareholders of the Company (the "Annual Meeting")
to be held on Tuesday, May 16, 1995, at 10:00 a.m. (Eastern Standard Time) in
the Conference Center on the second floor of the Company's principal office at
201 N. Broadway, Greensburg, Indiana, and at any adjournment or postponement
thereof. This Proxy Statement is first being mailed to the Company's
shareholders on or about April 7, 1995.
Purposes of the Annual Meeting
At the Annual Meeting, holders of shares of Common Stock will be asked
to consider and to vote upon the following matters:
(i) The election of six directors of the Company who will serve until the 1996
Annual Meeting and until their successors are elected and qualified;
(ii) To ratify the appointment of Geo. S. Olive & Co. LLC as the Company's
independent accountants for the fiscal year ending December 31, 1995; and
(iii)To transact such other business as may properly come before the Annual
Meeting.
The Board of Directors has unanimously recommended that shareholders
vote "FOR" the election of the Board of Director's six nominees for election as
directors of the Company, and "FOR" the ratification of the Board of Director's
appointment of Geo. S. Olive & Co. LLC as the Company's independent
accountants. As of the date of this Proxy Statement, the Board of Directors
knows of no other business to come before the Annual Meeting.
Voting Rights and Proxy Information
Only holders of record of shares of Common Stock as of the close of
business on March 10, 1995 will be entitled to notice of and to vote at the
Annual Meeting or any adjournment or postponement thereof. Such holders of
shares of Common Stock are entitled to one vote per share on any matter that
may properly come before the Annual Meeting. The presence, either in person or
by properly executed proxy, of the holders of a majority of the outstanding
shares of Common Stock as of the record date is necessary to constitute a quorum
at the Annual Meeting. As of March 10, 1995, there were 1,250,897 shares of
Common Stock outstanding.
The affirmative vote of a plurality of the shares of Common Stock
represented in person or by properly executed proxy at the Annual Meeting is
required to approve the election of each of the Company's nominees for election
as a director and to ratify the appointment of Geo. S. Olive & Co. LLC as the
Company's independent accountants for the fiscal year ending December 31, 1995.
All shares of Common Stock that are 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 Annual Meeting in accordance with the instructions
indicated in such proxies. If no instructions are indicated, such proxies will
be voted for the election of the Board of Director's six nominees for election
as directors of the Company and the ratification of the appointment of Geo. S.
Olive & Co. LLC as the Company's independent accountants.
<PAGE>
Any proxy given pursuant to this solicitation may be revoked by the
person giving it at any time before it is voted. Proxies may be revoked by
(i) filing with the Secretary of the Company, at or before the Annual Meeting,
a written notice of revocation bearing a later date than the proxy, (ii) duly
executing a subsequent proxy relating to the same shares of Common Stock and
delivering it to the Secretary of the Company at or before the Annual Meeting or
(iii) attending the Annual Meeting and voting in person (although attendance at
the Annual Meeting will not in and of itself constitute a revocation of a
proxy). Any written notice revoking a proxy should be sent to the Company, to
the attention of Sue Fawbush, Secretary.
The Company will bear the cost of this solicitation. In addition to
solicitation by mail, the Company will request banks, brokers, and other
custodian nominees and fiduciaries to supply proxy material to the beneficial
owners of Common Stock, and will reimburse them for their expenses in so doing.
Certain directors, officers and other employees of the Company, not specially
employed for this purpose, may solicit proxies, without additional remuneration
therefor, by personal interview, mail, telephone, facsimile or other electronic
means.
Annual Report
The Company's 1994 Annual Report, which includes consolidated financial
statements, accompanies this Proxy Statement.
Principal Shareholders
As of January 31, 1995, the following individuals or entities reported
beneficial ownership of Common Stock in excess of 5% of the Company's
outstanding Common Stock:
Name and Address Number of Shares Percentage of
of Beneficial Owner Beneficially Owned (1) Outstanding Shares
William G. Barron
3211 Frederica Street, Suite E
Owensboro, KY 42301 109,834(2) 8.8%
Douglas T. Breeden
100 Europa Drive, Suite 200
Chapel Hill, NC 27514 95,942 7.7%
Frankie G. Barron
19 C Quail Ridge Court
Owensboro, KY 42301 78,349(3) 6.3%
Anne M. Padgett
1615 Griffith Avenue
Owensboro, KY 42301 67,445 5.4%
Robert E. Hoptry
1098 Country Club Drive
Greensburg, IN 47240 63,706(4) 5.1%
(1) The information contained in this column is based upon information
furnished to the Company by the named individuals and the shareholder
records of the Company. Except where otherwise indicated, this column
represents the number of shares beneficially owned, which includes shares
as to which a person has sole or shared voting and/or investment power.
(2) Includes 6,592 shares held by Mr. Barron as custodian under the Kentucky
Uniform Gifts to Minors Act for the benefit of his children and 4,311
shares held by Mr. Barron in his Individual Retirement Account, over
which Mr. Barron has sole voting and investment power. Also includes
8,326 shares over which Mr. Barron has shared voting and investment power
with his mother, Frankie G. Barron, as co-trustee of trusts for the
benefit of certain family members of Mr. Barron. Also includes 16,252
shares held by Mr. Barron's wife as trustee of a trust for the benefit of
Mr. Barron's wife and his children, over which Mr. Barron's wife has sole
voting and investment power, and 4,968 shares held by Mr. Barron's wife
in her Individual Retirement Account, over which Mr. Barron's wife has
sole voting and investment power. Mr. Barron disclaims beneficial
ownership of all shares in which his wife has sole voting or investment
power.
<PAGE>
(3) Includes 66,767 shares held by Mrs. Barron as trustee under a trust
established by her husband, Jarred M. Barron, for her benefit, over which
Mrs. Barron has sole voting and investment power. Also includes 8,326
shares over which Mrs. Barron has shared voting and investment power with
her son, William G. Barron, as co-trustee of various trusts for the
benefit of certain family members of Mrs. Barron.
(4) Includes 3,015 shares held by the Company's Retirement and Savings
Incentive Plan and 413 shares owned by Mr. Hoptry's wife indirectly
through an IRA, with respect to which Mr. Hoptry disclaims beneficial
ownership.
Election of Directors
(Item 1 on Proxy)
A board of six directors of the Company is to be elected at the Annual
Meeting, each of whom is to serve, subject to the provisions of the Bylaws,
until his successor is duly elected and qualified. The names of the nominees
proposed for election as directors, all of whom are presently directors of the
Company, are set forth below and the following information is furnished with
respect to each:
<TABLE>
<CAPTION>
Director of Common Stock Percentage
Company Beneficially of
Principal Occupation Continuously Owned as Outstanding
Nominee or Employment(1) Age Since of 1/31/95 (2) Shares
<S> <C> <C> <C> <C> <C>
William G. Barron Chairman and 45 April 25, 1989 109,834(3) 8.8%
President Barron,
Homes, Inc.,
commercial real
estate broker,
manager and
developer
Philip A. Frantz Partner, Coldren & 50 Sept. 16, 1987 7,956(4) less than 1%
Frantz attorneys
Glenn D. Higdon President, Marlin 49 July 28, 1983 34,540(5) 2.7%
Enterprises Inc.,
diversified business
holding company
Robert E. Hoptry Chairman of the 56 its 63,706(7) 5.1%
Board,President incorporation
and Chief Executive on March 30,
Officer of the 1983
Company(6)
Martin G. Wilson Farmer 68 July 28, 1983 45,977(8) 3.7%
Edward J. Zoeller President, E. M. 50 March 17, 1994 2,783(9) less than 1%
Cummings Veneer,
Inc.,manufacturer
of veneered
furniture parts
All directors and
executive
officer as a
group(9 in
number including
the above-named
persons) 269,923 22%
</TABLE>
(1) Except where otherwise indicated, this principal occupation or employment
has continued during the past five years.
(2) The information contained in this column is based upon information
furnished to the Company by the named individuals and the shareholder
records of the Company. Except where otherwise indicated, this column
represents the number of shares beneficially owned, which includes shares
as to which a person has sole or shared voting and/or investment power.
(3) For information regarding Mr. Barron's beneficial ownership of Common
Stock, see footnote (2) under the Principal Shareholders section of this
Proxy Statement.
(4) Includes 66 shares owned directly by Mr. Frantz's wife, and 305 shares
owned indirectly by his wife through an Individual Retirement Account.
Does not include 440 shares owned by Mr. Frantz's adult children.
<PAGE>
(5) Includes 34,100 shares held by Marlin Enterprises, Inc., of which Mr.
Higdon is an officer, director and controlling shareholder and with
respect to which Mr. Higdon has shared voting and investment power. Also
includes 440 shares for the benefit of Mr. Higdon's minor children.
(6) Mr. Hoptry has served as Chairman of the Board, President and Chief
Executive Officer of the Company since July 29, 1983.
(7) For information regarding Mr. Hoptry's beneficial ownership of common
stock, see footnote 4 under Principal Shareholders Section of this Proxy
Statement.
(8) Includes 22,000 shares owned by Mr. Wilson's wife. Does not include
9,790 shares owned by Mr. Wilson's three adult children.
(9) Includes 440 shares owned by Mr. Zoeller's wife indirectly through an IRA
and 55 shares held jointly with each of his two daughters.
The Company Board of Directors recommends a vote "FOR" the election of
each of the Company's nominees for election as a director.
Shares of Common Stock of the Company represented by proxies executed and
received in the accompanying form will be voted for the election of all of the
above nominees as directors of the Company, unless otherwise indicated. The
Board of Directors does not contemplate that any of the nominees will be unable
to accept election as a director for any reason. However, in the event that
one or more of such nominees is unable or unwilling to serve, the persons
named in the proxies or their substitutes shall have authority, according to
their judgment, to vote or to refrain from voting for other individuals as
directors.
The Board of Directors considers nominations of candidates for election
as directors. The Company's Bylaws establish an advance notice procedure for
shareholders to make nominations of candidates for election as directors (the
"Shareholder Notice Procedure"). The Shareholder Notice Procedure provides
that only persons who are nominated by, or at the direction of, the Board of
Directors, or by a shareholder who has given timely written notice to the
Secretary of the Company prior to the meeting at which directors are to be
elected, will be eligible for election as directors of the Company. Under the
Shareholder Notice Procedure, to be timely, notice of shareholder nominations
to be made at an annual or special meeting must be received by the Company not
less than 60 days nor more than 90 days prior to the scheduled date of the
meeting (or, if less than 70 days notice or prior public disclosure of the date
of the meeting is given, the 10th day following the earlier of (i) the day such
notice was mailed or (ii) the day such public disclosure was made).
Under the Shareholder Notice Procedure, a shareholder's notice to the
Company proposing to nominate a person for election as a director must contain
certain information, including, without limitation, the identity and address of
the nominating shareholder, the number of shares of Common Stock that are
owned by such shareholder and all information regarding the proposed nominee
that would be required to be included in a proxy statement soliciting proxies
for the proposed nominee. If the Chairman of the Board or other officer
presiding at a meeting determines that a person was not nominated in
accordance with the Shareholder Notice Procedure, such person will not be
eligible for election as a director.
By requiring advance notice of nominations by shareholders, the
Shareholder Notice Procedure affords the Board an opportunity to consider the
qualifications of the proposed nominees and, to the extent deemed necessary or
desirable by the Board, to inform shareholders about such qualifications.
Certain Information Concerning the Board of Directors
Directors who are not officers of the Company are paid an annual
retainer of $5,000 for serving on the Board plus an attendance fee of $750
per meeting. The retainer is based on four regular meetings annually. During
1994, the Board met six times. The Board of Directors has an Audit Committee
and a Compensation Committee. Committee members are paid an attendance fee of
$750 per meeting held on a day on which there is not a Board meeting.
The Audit Committee held four meetings during 1994. The members of the
committee, none of whom are employees of the Company, are William G. Barron,
Philip A. Frantz, Glenn D. Higdon and Martin G. Wilson and Edward J. Zoeller.
William G. Barron served as chairman of the Audit Committee until April 26,
<PAGE>
1994, when Philip A. Frantz was elected as chairman. The functions of the
Audit Committee include review of the programs of the Company's internal
auditors, the results of their audits and the adequacy of the Company's
system of internal controls and accounting practices. In addition, the
committee has direct access to the Company's independent accountants, Geo. S.
Olive & Co. LLC, and reviews the scope of their annual audit prior to its
commencement and reviews the types of services for which the Company retains
Geo. S. Olive & Co. LLC. The Committee also reviews all regulatory
examination reports.
The Compensation Committee held two meetings during 1994 for the purpose
of establishing a separation agreement and compensation package for an
executive officer and discussing the factors and criteria upon which the
compensation of the Company's executive officers will be based in 1995. The
members of the committee, none of whom are employees of the Company, are the
same five directors that serve on the Audit Committee. The function of the
Compensation Committee is to establish the compensation of members of
executive management.
The Company does not have a Nominating Committee.
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors, executive officers and holders of 10% or more of the
outstanding Common Stock to file reports concerning their direct or indirect
ownership of Company securities. During 1994, all transaction reports were
filed timely in compliance with Section 16(a) except a December 1994
transaction for William G. Barron, which Mr. Barron inadvertently failed to
timely report and subsequently reported in February, 1995.
<PAGE>
Executive Officers of the Company
The following table sets forth the names and ages of all executive
officers of the Company and their positions. Except as set forth below, each
executive officer has held the specified position for the last five years.
<TABLE>
<CAPTION>
Name Age Position
<C> <C> <C>
Robert E. Hoptry 56 Chairman of the Board, President and Chief
Executive Officer
Jay B. Fager 47 Treasurer and Principal Accounting
Officer (1); Senior Vice President and
Controller of Union Bank
Daryl R. Tressler 43 President and Chief Executive
Officer of Union Bank (2)
David L. Prough 47 President and Chief Executive
Officer of Regional Bank (3)
</TABLE>
For additional information about Mr. Hoptry, see "Election of Directors."
(1) Mr. Fager was elected Treasurer of the Company in January 1993. Mr.
Fager has also served as Vice President and Controller of Union Bank
since April 1, 1990.
(2) Mr. Tressler has served as President and Chief Executive Officer of
Peoples Bank since February 1, 1989 and President and Chief Executive
Officer of Union Bank since January 11, 1994.
(3) Mr. Prough has served as President and Chief Executive Officer of
Regional Bank since February 8, 1994. Between June, 1992 and December,
1993, Mr. Prough was a Senior Vice President of WM Bancorp, Cumberland,
Maryland, in charge of credit, marketing, business development, the
credit services division and regulatory compliance. Between January,
1992 and June, 1992, Mr. Prough served under contract with the FDIC as
the Chief Executive Officer of Exchange Corporation and its bank
subsidiary, Exchange Bank, Cape Girardeau, Missouri. Prior to that,
Mr. Prough was President of First Midwest Bank, Moline, Illinois.
Executive Compensation
Report of Compensation Committee
The Compensation of the Company's executive officers is determined by
the Compensation Committee comprised solely of non-employee directors of the
Company. Salary ranges are established for all positions within the Company
based upon comparative peer data as reported by the Indiana Bankers Association
("IBA") and the Bank Administration Institute ("BAI"). IBA data states the
average compensation of a chief executive officer of an Indiana banking
organization with $200 to $500 million in total assets is $155,700. According
to BAI data, the average compensation paid to the chief executive officer
operating a $250 to $500 million banking organization in the midwest region
(Illinois, Indiana, Michigan, Ohio and Wisconsin) is $178,900. The Company has
established a salary range of $117,600 to $207,000 for its chief executive
officer. The Compensation Committee considers the market performance of the
Company's Common Stock relative to the market performance of the NASDAQ Market
Index (U.S.) and the NASDAQ Bank Stock Index, and the Company's overall
performance for the year, in establishing the compensation for the Chief
Executive Officer within the approved salary range. The key performance
measure the Committee used in determining Mr. Hoptry's 1994 compensation was
its assessment of his ability and dedication to enhance the long-term value
of the Company by continuing to provide the leadership and vision that he has
provided throughout his tenure as Chief Executive Officer. Currently, no
incentive compensation or bonus plan exists for executive officers; however,
the Compensation Committee is exploring the appropriateness of certain forms of
<PAGE>
incentive compensation for executive officers directly tied to the Company's
financial performance.
COMPENSATION COMMITTEE
/s/ William G. Barron, Chairman
/s/ Philip A. Frantz
/s/ Glenn D. Higdon
/s/ Martin G. Wilson
/s/ Edward J. Zoeller
Summary Compensation Table
The following table summarizes compensation earned in 1994, 1993, and
1992, by the Company's Chief Executive Officer. In accordance with rules of
the Securities and Exchange Commission, the compensation of the Company's other
executive officers is not required to be disclosed because none of these
executive officers earned a salary and/or bonus in 1994 that exceeded $100,000.
<TABLE>
<CAPTION>
Annual Compensation Long term compensation
Awards Payouts
Other Restricted All other
annual stock LTIP compensa-
compen- award(s) Options pay- tion
Year Salary($) Bonus($) sation($) ($) SARs(#) outs($) ($) (1)
Name and principal position(a) (b) (c) (d) (e) (f) (g) (h) (i)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Robert E. Hoptry 1994 $144,000 $19,657
Chairman of the Board, President 1993 $135,800 $16,275
and Chief Executive Officer 1992 $118,600 $16,246
</TABLE>
(1) Employer contributions to the Company's Retirement and Savings Incentive
Plan and matching contributions under the Company's 401(k) feature
within that Plan.
<PAGE>
Performance Graph
The following graph compares the changes in the Company's cumulative total
shareholder return on its Common Stock with the NASDAQ Market Index (U.S.) and
the NASDAQ Bank Stock Index.
<TABLE>
<CAPTION>
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
Assuming $100 Invested on 12/31/89 with dividends Reinvested
ACTUAL VALUES
1990 1991 1992 1993 1994
<S> <C> <C> <C> <C> <C>
NASDAQ MARKET INDEX (U.S.) 84.92 136.28 158.58 180.93 176.92
NASDAQ BANK STOCK INDEX 73.23 120.17 174.87 199.33 198.69
INDIANA UNITED BANCORP 125.76 127.57 189.63 216.46 190.53
</TABLE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company's subsidiaries have made, and expect to make in the future to the
extent permitted by applicable federal and state banking laws, bank loans in
the ordinary course of business to directors and officers of the Company and
its subsidiaries, and their affiliates and associates, on substantially the
same terms, including interest rates and collateral, as those prevailing at
the time for comparable transactions with other persons. In the opinion of
the Company, such loans do not involve more than a normal risk of
collectibility or present other unfavorable features. In addition, the
Company's banking subsidiaries have engaged, and in the future may engage, in
transactions with such persons and their affiliates and associates as a
depositary of funds, transfer agent, registrar, fiduciary and provider of
other similar services.
<PAGE>
Ratification of Appointment of Independent Accountants
(Item 2 on Proxy)
The Company has appointed Geo. S. Olive & Co. LLC, Indianapolis,
Indiana, as the Company's independent accountants for the fiscal year ending
December 31, 1995. Geo. S. Olive & Co. LLC has served as the Company's
independent accountants since 1983. Services provided to the Company and its
subsidiaries by Geo. S. Olive & Co. LLC with respect to the fiscal year ended
December 31, 1994 included the examination of the Company's consolidated
financial statements and consultations on various tax matters.
Representatives of Geo. S. Olive & Co. LLC will be present at the Annual
Meeting to respond to appropriate questions and to make such statements as
they may desire.
In the event shareholders do not ratify the selection of Geo. S. Olive &
Co. LLC as the Company's independent accountants for the forthcoming fiscal
year, such appointment will be reconsidered by the Board.
The Board recommends that shareholders vote "FOR" ratification of the
appointment of Geo. S. Olive & Co. LLC as the Company's independent
accountants for the 1995 fiscal year.
Shareholder Proposals
Any shareholder proposal intended to be presented at the 1996 Annual
Meeting of Shareholders must be received by the Company by December 9, 1995 in
order to be considered for inclusion in the Proxy Statement for the 1996 Annual
Meeting.
The Company's Bylaws establish an advance notice procedure for
shareholders to bring business before an annual meeting of shareholders of the
Company (the "Shareholder Notice Procedure"). The Shareholder Notice Procedure
provides that at an annual meeting only such business may be conducted as has
been brought before the meeting by, or at the direction of, the Board or by a
shareholder who has given timely written notice to the Secretary of the Company
of such shareholder's intention to bring such business before such meeting.
Under the Shareholder Notice Procedure, to be timely, notice of shareholder
proposals to be made at an annual meeting must be received by the Company not
less than 60 days nor more than 90 days prior to the scheduled date of the
meeting (or, if less than 70 days notice or prior public disclosure of the date
of the meeting is given, the 10th day following the earlier of (i) the day such
notice was mailed or (ii) the day such public disclosure was made).
Under the Shareholder Notice Procedure, a shareholder's notice relating
to the conduct of business must contain certain information about such business
and about the proposing shareholder, including, without limitation, a brief
description of the business the shareholder proposes to bring before the annual
meeting, the reasons for conducting such business at such meeting, the name and
address of such shareholder, the number of shares of Common Stock of the
Company beneficially owned by such shareholder and any material interest of
such shareholder in the business so proposed. If the Chairman of the Board
or other officer presiding at a meeting determines that such business was not
brought before the meeting in accordance with the Shareholder Notice
Procedure, such business will not be conducted at such meeting.
By requiring advance notice of other proposed business, the Shareholder
Notice Procedure is intended to provide an orderly procedure for conducting
annual meetings of shareholders and, to the extent deemed necessary or
desirable by the Board, will provide the Board with an opportunity to inform
shareholders, prior to such meetings, of any business proposed to be
conducted at such meetings, together with any recommendations as to the
Board's position regarding action to be taken with respect to such business,
so that shareholders can better decide whether to attend such a meeting or to
grant a proxy regarding the disposition of any such business.
<PAGE>
Other Matters
The only matters to be considered at the meeting or any adjournment
thereof, so far as known to the Board of Directors, are those set forth in the
Notice of Annual Meeting of Shareholders and routine matters incident to the
conduct of the meeting. However, if any other matters should properly come
before the meeting or any adjournment thereof, the Board of Directors intends
that the persons named in the accompanying proxy form, or their substitutes,
will vote the shares represented by such proxy form in accordance with their
best judgment on such matters.
Incorporation of Certain Documents by Reference
All reports and definitive proxy or information statements filed by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934 subsequent to the date of this Proxy Statement and prior
to the date of the Annual Meeting will be deemed to be incorporated by
reference into this Proxy Statement from the dates of filing of such
documents. Any statement contained in a document incorporated or deemed to
be incorporated in this Proxy Statement shall be deemed to be modified or
superseded for purposes of this Proxy Statement to the extent that a
statement contained herein or in any other subsequently filed document that
also is or is deemed to be incorporated by reference modifies or supersedes
such statement.
By order of the Board of Directors,
Sue Fawbush
Secretary
Greensburg, Indiana
April 7, 1995
<PAGE>
