Indiana United Bancorp
201 N. Broadway
Greensburg, Indiana 47240
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be held on Tuesday, May 21, 1996
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 21st day of May, 1996, 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 accountantsfor the fiscal year ending December 31, 1996; 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 15, 1996 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 5, 1996
<PAGE>
Indiana United Bancorp
201 N. Broadway
Greensburg, Indiana 47240
Proxy Statement
For
Annual Meeting of Shareholders
May 21, 1996
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 15, 1996,
for use at the Annual Meeting of Shareholders of the Company (the "Annual
Meeting") to be held on Tuesday, May 21, 1996, 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 5, 1996.
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
1997 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, 1996; and
(iii) To transact such other business as may properly come before the
AnnualMeeting.
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 15, 1996 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 15, 1996, there were 1,250,897
shares of Common Stock outstanding.
<PAGE>
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, 1996.
All shares of Common Stock that are represented at the Annual Meeting by
properly exeuted 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.
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 1995 Annual Report, which includes consolidated financial
statements, accompanies this Proxy Statement.
<PAGE>
Principal Shareholders
As of January 31, 1996, the following individuals or entities reported
beneficial ownership of Common Stock in excess of 5% of the Company's
outstanding Common Stock:
<TABLE>
<CAPTION>
Name and Address Number of Shares Percentage of
of Beneficial Owner Beneficially Owned (1) Outstanding Shares
<S> <C> <C>
Douglas T. Breeden
100 Europa Drive, Suite 200
Chapel Hill, NC 27514 118,442 9.5%
William G. Barron
3211 Frederica Street, Suite E
Owensboro, KY 42301 107,491(2) 8.6%
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 64,884(4) 5.2%
</TABLE>
(1)The information contained in this column is based upon information
furnished to the Companyby 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 6,862 shares held by Mr. Barron as custodian under the Kentucky
Uniform Gifts to Minors Act for the benefit of his children and 4,673
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, asco-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 hischildren, over which Mr. Barron's wife has sole voting and
investment power, and 5,356 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 hassole 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 and for the
benefit of certain family members, over which Mrs. Barron has sole voting
and investment power. Also includes 8,326 shares over which Mrs. Barron
has sharedvoting 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 5,388 shares held by the Company's Retirement and Savings
Incentive Plan and 454 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
Company
Principal Occupation Continuously
Nominee or Employment (1) Age Since
<S> <C> <C> <C>
William G. Barron Chairman and President,Wm. G. 46 April 25, 1989
Barron Enterprises, commercial
real estate broker, manager
and developer
Philip A. Frantz Partner, Coldren & Frantz 51 Sept. 16, 1987
attorneys
Glenn D. Higdon President, Marlin Enterprises 50 July 28, 1983
Inc., diversified business
holding company
Robert E. Hoptry Chairman of the Board, 57 its incorporation
President and Chief on March 30,
Executive Officer of 1983
the Company (6)
Martin G. Wilson Farmer 69 July 28, 1983
Edward J. Zoeller President, E. M. Cummings 51 March 17, 1994
Veneer, Inc., manufacturer of
veneered furniture parts
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Common Stock Percentage
Beneficially of
Owned as Outstanding
Nominee of 1/31/96(2) Shares
<S> <C> <C>
William G. Barron 107,491(3) 8.6%
Philip A. Frantz 7,600(4) less than 1%
Glenn D. Higdon 34,540(5) 2.7%
Robert E. Hoptry 64,884(7) 5.2%
Martin G. Wilson 44,477(8) 3.6%
Edward J. Zoeller 2,783(9) less than 1%
All directors and
executive officers
as a group (9 in
number including
the above-named
persons) 264,176 21%
</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 "INTRODUCTION - Principal Shareholders".
(4)Includes 66 shares owned directly by Mr. Frantz's wife, but 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 inclde 11,290
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.
<PAGE>
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 six regular meetings annually. During
1995, the Board met seven 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 six meetings during 1995. The members of the
committee, none of whom are employees of the Company, are William G. Barron,
Philip A. Frantz, Glenn D. Higdon, Martin G. Wilson and Edward J. Zoeller.
Philip A. Frantz has served as chairman of the Audit Committee since April
26, 1994. 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 one meeting during 1995 for the purpose
of discussing the factors and criteria upon which the compensation of the
Company's executive officers will be based in 1996. 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. The Company believes that all such reports
were filed timely in compliance with Section 16(a) during 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
<S> <C> <C>
Robert E. Hoptry 57 Chairman of the Board, President
and Chief Executive Officer
Jay B. Fager 48 Treasurer and Chief Financial
Officer (1)
Daryl R. Tressler 44 Chairman of the Board, President
and Chief Executive Officer
of Union Bank (2)
Michael K. Bauer 41 President and Chief Executive
Officer of Regional Bank (3)
</TABLE>
(1)Mr. Fager was elected Treasurer and Chief Financial Officer in September
1995. From January 1995 to September 1995, he served as Senior Vice
President and Controller of Union Bank and also served as Vice President
and Controller from April 1990 to September 1995.
(2)Mr. Tressler has served as President and Chief Executive Officer of Union
Bank since January 11, 1994 and Chairman of the Board of Union Bank since
April 26, 1994 and also serves as Vice President of the Company. Prior to
that, he served as President and Chief Executive Officer of Peoples Bank
from February 1, 1989 through June 30, 1994 at which time Peoples Bank
merged with Union Bank.
(3)Mr. Bauer has served as President and Chief Executive Officer of Regional
Bank since September 6, 1995 and also serves as Vice President of the
Company. From 1988 to September 1995, Mr. Bauer was President and Chief
Executive Officer of Harris Bank, Bartlett, Illinois. Prior to that, he
served as Vice President and Senior Lending Officer of Suburban National
Bank in Palatine, Illinois.
<PAGE>
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 $167,648.
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 $181,500.. The
Company has established a salary range of $123,000 to $211,200 for its chief
executive officer. The Compensation Committee considers the market
performance of the Company's Common Stock relative to the market performance
of the NASDAQ Market Index (U.S.) and the NASDAQ Bank Stock Index, and the
Company's overall performance for the year, in establishing the compensation
for the Chief Executive Officer within the approved salary range. The key
performance measure the Committee used in determining Mr. Hoptry's 1995
compensation was its assessment of his ability and dedication to enhance the
long-term value of the Company by continuing to provide the leadership and
vision that he has provided throughout his tenure as Chief Executive Officer.
An incentive compensation plan based on the Company's overall financial
performance was implemented in 1995 for all employees.
COMPENSATION COMMITTEE
/s/William G. Barron, Chairman
/s/Philip A. Frantz
/s/Glenn D. Higdon
/s/Martin G. Wilson
/s/Edward J. Zoeller
<PAGE>
Summary Compensation Table
The following table summarizes compensation earned in 1995, 1994, and 1993,
by the Company's Chief Executive Officer, and 1995 compensation earned for
affiliate Chief Executive Officer.
<TABLE>
<CAPTION>
Annual Compensation
Other
annual
compen-
Year Salary($) Bonus($) sation($)
Name and principal position(a) (b) (c) (d) (e) (1)
<S> <C> <C> <C> <C>
Robert E. Hoptry 1995 $151,300
Chairman of the Board, President 1994 $144,000
and Chief Executive Officer 1993 $135,800
Daryl R. Tressler 1995 $103,000
Chairman of the Board, President
and Chief Executive Officer of
Union Bank
</TABLE>
<TABLE>
<CAPTION>
Long term compensation
Awards Payouts
Restricted All other
stock LTIP compensa-
award(s) Options pay- tion
($) SARs(#) outs($) ($)(2)
Name and principal position(a) (f) (g) (h) (i)
<S> <C> <C> <C> <C>
Robert E. Hoptry $20,795
Chairman of the Board, President $19,657
and Chief Executive Officer $16,275
Daryl R. Tressler $14,441
Chairman of the Board, President
and Chief Executive Officer of
Union Bank
</TABLE>
(1)The only type of other annual compensation for each of the named officers
was in the form of perquisites, and was less than the level required for
reporting.
(2)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 graphs compare the change 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 12/31/90 with dividends Reinvested
1990 1991 1992 1993 1994 1995
<S> <C> <C> <C> <C> <C> <C>
NASDAQ Market Index (U.S.) 100.000 160.564 186.866 214.511 209.686 296.304
NASDAQ Bank Stock Index 100.000 164.092 238.854 272.395 271.410 404.353
Indiana United Bancorp 100.000 100.660 152.004 174.958 169.616 207.500
</TABLE>
<TABLE>
<CAPTION>
COMPARISON OF SEVEN-YEAR CUMULATIVE TOTAL RETURN
Assuming $100 Invested on 12/31/88 with dividends Reinvested
1988 1989 1990 1991
<S> <C> <C> <C> <C>
NASDAQ Market Index (U.S.) 100.000 121.177 102.911 165.237
NASDAQ Bank Stock Index 100.000 111.153 81.400 133.571
Indiana United Bancorp 100.000 137.624 156.003 157.033
1992 1993 1994 1995
NASDAQ Market Index (U.S.) 192.305 220.756 215.790 304.929
NASDAQ Bank Stock Index 194.427 221.729 220.927 329.143
Indiana United Bancorp 237.132 272.942 264.612 323.708
</TABLE>
<PAGE>
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.
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,
1996. 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, 1995 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 1996 fiscal year.
<PAGE>
Shareholder Proposals
Any shareholder proposal intended to be presented at the 1997 Annual Meeting
of Shareholders must be received by the Company by December 7, 1996 in order
to be considered for inclusion in the Proxy Statement for the 1997 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 tan 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 5, 1996
