Indiana United Bancorp
201 N. Broadway
Greensburg, Indiana 47240
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be held on Tuesday, May 20, 1997
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 20th day of May, 1997,
at 10:00 A.M. (Eastern Standard Time), for the following purposes:
1. To elect to the Board of Directors five (5) 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, 1997; 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 14,
1997 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 4, 1997
INDIANA UNITED BANCORP
201 N. Broadway
Greensburg, Indiana 47240
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
MAY 20, 1997
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 14, 1997, for use at the Annual
Meeting of Shareholders of the Company (the "Annual Meeting") to be
held on Tuesday, May 20, 1997, 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 4, 1997.
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 five directors of the Company who will serve
until the 1998 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, 1997; 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 five
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 14, 1997 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 14, 1997, 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, 1997.
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 five 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 1996 Annual Report, which includes consolidated
financial statements, accompanies this Proxy Statement.
Principal Shareholders
As of January 31, 1997, 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 Outstanding Shares
(l)
<S> <C> <C> <C>
Douglas T. Breeden
100 Europa Drive,
Suite 200 119,642 9.6%
Chapel Hill, NC
27514
William G. Barron
3211 Frederica
Street, Suite E 109,317 (2) 8.7%
Owensboro, KY 42301
Frankie G. Barron
19 C Quail Ridge
Court 82,334 (3) 6.6%
Owensboro, KY 42301
Anne M. Padgett
1615 Griffith Avenue
Owensboro, KY 42301 67,445 5.4%
Robert E. Hoptry
1098 Country Club
Drive 66,701 (4) 5.3%
Greensburg, IN 47240
</TABLE>
(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 7,494 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 8,726 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 22,085 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 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
has sole voting or investment power. Also includes 30,201 shares held
in the Barron Family Partnership, LTD, over which Mr. and Mrs. Barron
have shared voting and investment power.
(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 8,726 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. Also includes 3,335 shares
held by her husband, Jarred M. Barron, over which he has sole voting
and investment power and with respect to which Mrs. Barron disclaims
beneficial ownership.
(4) Includes 6,705 shares held by the Company's Retirement and
Savings Incentive Plan. Also includes 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 five 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
Principal Company Beneficially of
Nominee Occupation or Age Continuously Owned as Outstanding
Employment (1) Since of 1/31/97(2) Shares
<S> <C> <C> <C> <C> <C>
William G. Chairman and 47 April 25. 1989 109,317(3) 8.7%
Barron President,
Wm. G. Barron
Enterprises,
commercial real
estate broker,
manager and
developer
Philip A. Partner, Coldren 52 Sept.16, 1987 8,242(4) less than 1%
Frantz & Frantz,attorneys
Glenn D. President, Marlin 51 July 28, 1983 31,539(5) 2.5%
Higdon Enterprises, Inc
diversified
business
holding company
Robert E. Chairman of the 58 its incorp- 66,701(7) 5.3%
Hoptry Board, President ation on
and Chief March 30, 1983
Executive Officer
of the Company (6)
Edward J. President, E. M. 52 March 17, 1994 3,003(8) less than 1%
Zoeller Cummings
Veneer, Inc.,
manufacturer of
veneered
furniture parts
All
directors
and
executive
officers as
a group (8 226,226 18.1%
in number
including
the above-
named
persons)
</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 and 329
shares held by Mr. Frantz's wife through an IRA account, but does not
include 440 shares owned by Mr. Frantz's adult children.
(5) Also includes 539 shares for the benefit of Mr. Higdon's minor
children, over which he has sole voting and investment power.
(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
"INTRODUCTION - Principal Shareholders".
(8) Includes 490 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 six regular meetings
annually. During 1996, the Board met eight 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 1996. 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 1996 for the
purpose of discussing the factors and criteria upon which the
compensation of the Company's executive officers will be based in
1997. 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) - BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
During the 1996 fiscal year, Director Glenn D. Higdon failed to
file on a timely basis one report with respect to two (2)
transactions. During the time this report was due, Mr. Higdon was
recuperating from heart surgery. Except for the foregoing, the
Company believes that all such reports were filed timely in compliance
with Section 16(a) during 1996.
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> <C>
Robert E. 58 Chairman of the Board,
Hoptry President and Chief
Executive Officer
Jay B. Fager 49 Treasurer and Chief
Financial Officer (l)
Daryl R. 45 Chairman of the Board,
Tressler President and Chief
Executive Officer of
Union Bank (2)
Michael K. 42 Chairman of the Board,
Bauer 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 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, additionally, as Chairman of
the Board of Union Bank since April 26, 1994. He also serves as Vice
President of the Company. He previously 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, additionally, as Chairman
of the Board of Regional Bank since May 22, 1996. He 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.
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 operating a $200 to $500
million banking organization in the Midwest region (Indiana, Illinois,
Ohio and Michigan) is $169,600. 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 $199,400. The Company's
established salary range for 1996 was $123,000 to $211,200 for its
chief executive officer. The Compensation Committee considers the
market performance of the Company's Common Stock relative to the
market performance of the NASDAQ Market Index (U.S.) and the NASDAQ
Bank Stock Index, and the Company's overall performance for the year,
in establishing the compensation for the Chief Executive Officer
within the approved salary range. The key performance measure the
Committee used in determining Mr. Hoptry's 1996 compensation was its
assessment of his ability and dedication to enhance the long-term
value of the Company by continuing to provide the leadership and
vision he has provided throughout his tenure as Chief Executive
Officer.
In 1995, the Company initiated an incentive compensation plan
under which substantially all employees of the Company and its
subsidiaries are eligible. The plan considers the performance of each
subsidiary as well as consolidated results. The 1996 payout, based on
1995 results, was .93% of wages paid to parent Company employees;
2.55% to Union Bank employees; and Regional Bank employees did not
receive a payout. The 1997 payout, based on 1996 results, was 3.83%
of wages paid to parent Company employees; 4.04% to Union Bank
employees; and 2.73% to Regional Bank employees.
COMPENSATION COMMITTEE
/s/ William G. Barron, Chairman
/s/ Philip A. Frantz
/s/ Glenn D. Higdon
/s/ Martin G. Wilson
/s/ Edward J. Zoeller
Summary Compensation Table
The following table summarizes compensation earned in 1996, 1995,
and 1994, by the Company's Chief Executive Officer, and 1996 and 1995 (where
applicable) compensation earned for affiliate Chief Executive Officers.
<TABLE>
<CAPTION>
Annual Compensation
Other Annual
Year Salary($) Bonus($) Compensation($)
Name and Principal Position(a) (b) (c) (d) (e)(1)
<S> <C> <C> <C> <C>
Robert E. Hoptry 1996 158,839 6,142
Chairman of the Board, President 1995 151,300 1,531
and Chief Executive Officer 1994 144,000
Michael K. Bauer 1996 120,050 3,277
Chairman of the Board, President
and Chief Executive Officer of
Regional Bank
Daryl R. Tressler 1996 107,609 4,453
Chairman of the Board, President 1995 103,000 2,629
and Chief Executive Officer of
Union Bank
</TABLE>
<TABLE>
<CAPTION>
Long-term Compensation
Awards Payouts
Restricted All Other
Stock Options LTIP Compensa-
Year Awards($) SARs(#) Payout($) tion($)(2)
Name and Principal Position(a) (b) (f) (g) (h) (i)
<S> <C> <C> <C> <C> <C>
Robert E. Hoptry 1996 21,015
Chairman of the Board, President 1995 20,795
and Chief Executive Officer 1994 19,657
Michael K. Bauer 1996
Chairman of the Board, President
and Chief Executive Officer of
Regional Bank
Daryl R. Tressler 1996 16,048
Chairman of the Board, President 1995 14,441
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.
Performance Graph
The following graph compares 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 12/31/91 with dividends reinvested
1991 1992 1993 1994 1995 1996
<S> <C> <C> <C> <C> <C> <C>
NASDAQ Market Index (U.S.) 100.000 116.378 133.595 130.587 184.674 227.164
NASDAQ Bank Stock Index 100.000 145.551 165.989 165.385 246.319 325.600
Indiana United Bancorp 100.000 151.008 173.812 168.508 206.141 246.482
</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.
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, 1997. 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, 1996 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 1997 fiscal year.
SHAREHOLDER PROPOSALS
Any shareholder proposal intended to be presented at the 1998
Annual Meeting of Shareholders must be received by the Company by
December 5, 1997 in order to be considered for inclusion in the Proxy
Statement for the 1998 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.
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 4, 1997
