<PAGE>
As filed with the Securities and Exchange Commission on March 18, 1998
Registration No. 333-48057
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------------
AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
------------------------------------
INDIANA UNITED BANCORP
(Exact name of registrant as specified in its charter)
INDIANA 35-1562245
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
6022
(Primary Standard Industrial
Classification Code Number)
201 N. BROADWAY
GREENSBURG, INDIANA 47240
(812) 663-0157
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
ROBERT E. HOPTRY
PRESIDENT AND CHIEF EXECUTIVE OFFICER
INDIANA UNITED BANCORP
201 N. BROADWAY
GREENSBURG, INDIANA 47240
(812) 663-0157
FAX: (812) 663-4812
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Please send copies of all communications to:
David W. Harper, Esq. Robert T. Wildman, Esq.
2450 Meidinger Tower Henderson, Daily, Withrow & DeVoe
Louisville, Kentucky 40202 2600 One Indiana Square
(502) 583-3081 Indianapolis, Indiana 46204
Fax: (502) 583-2418 (317) 639-4121
Fax: (317) 639-0191
Approximate date of commencement of proposed sale to public:
As soon as practicable after this Registration Statement becomes effective.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box [_].
___________________________________________________________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
TITLE OF EACH
CLASS OF
SECURITIES TO PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
BE AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED(1) REGISTERED PER UNIT(2) OFFERING PRICE(2) FEE(2)(3)
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares
without par
value 1,136,417 $20.89 $23,740,000 $7,003.30
- -------------------------------------------------------------------------------
</TABLE>
(1) This Registration Statement relates to the securities of the
Registrant issuable to holders of Common Stock of P.T.C. Bancorp, Brookville,
Indiana ("PTC"), an Indiana corporation, in the proposed merger of PTC with and
into Registrant.
(2) Pursuant to Rule 457(f)(2), the registration fee was computed on the
basis of the book value of PTC Common Stock at September 30, 1997. The
registration fee payable under Section 6(b) of the Securities Act of 1933, as
amended, is $7,003.30.
(3) No registration fee is payable because registrant has paid a greater
amount in connection with the submission of preliminary proxy materials relating
to the proposed merger to which this Registration Statement relates pursuant to
Rule 0-11(a).
_______________________________________________________________________
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under the Indiana Business Corporation Law, Registrant may indemnify
directors and officers against liabilities asserted against or incurred by them
while serving as such or while serving at its request as a director, officer,
partner, trustee, employee or agent of another foreign or domestic corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise if
(i) the individual's conduct was in good faith, (ii) the individual believed:
(A) in the case of conduct in the individual's official capacity, that the
individual's conduct was in the corporation's best interests and (B) in all
other cases, that the individual's conduct was at least not opposed to the
corporation's best interests, and (iii) in the case of any criminal proceeding,
the individual either (A) had reasonable cause to believe the individual's
conduct was lawful or (B) had no reasonable cause to believe the individual's
conduct was unlawful. Because its articles of incorporation do not provide
otherwise, Registrant is required under the Indiana Business Corporation Law to
indemnify a director or officer who was wholly successful, on the merits or
otherwise, in the defense of any proceeding in which the director or officer was
a party because the director or officer was serving the corporation in such
capacity against reasonable expenses incurred in connection with the proceeding.
The articles of incorporation of Registrant require the indemnification of
its directors and officers to the greatest extent permitted by the Indiana
Business Corporation Law.
The Indiana Business Corporation Law also permits Registrant to purchase
and maintain on behalf of its directors and officers insurance against
liabilities asserted against or incurred by an individual in such capacity,
whether or not Registrant otherwise has the power to indemnify the individual
against the same liability under the Indiana Business Corporation Law. Under a
directors' and officers' liability insurance policy, directors and officers of
Registrant are insured against certain liabilities, including certain
liabilities under the Securities Act of 1933, as amended.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) The Exhibit Index appearing on the page following the signature page
of this Registration Statement is hereby incorporated by reference.
(b) No financial statement schedules are required to be filed herewith
pursuant to Item 21(b) or (c) of this Form.
II-1
<PAGE>
ITEM 22. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement.
(2) That for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934, (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
The undersigned Registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and where interim financial information required to be
II-2
<PAGE>
presented by Article 3 of Regulation S-X are not set forth in the prospectus,
to deliver, or cause to be delivered to each person to whom the prospectus is
sent or given, the latest quarterly report that is specifically incorporated
by reference in the prospectus to provide such interim financial information.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions or otherwise, the
Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant
will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
(b) The undersigned Registrant hereby undertakes to respond to requests
for information that is incorporated by reference into the prospectus
pursuant to Items 4, 10(b), 11, or 13 of this Form, within one business day
of receipt of such request, and to send the incorporated documents by first
class mail or other equally prompt means. This includes information
contained in documents filed subsequent to the effective date of the
Registration Statement through the date of responding to the request.
(c) The undersigned Registrant hereby undertakes to supply by means of
a post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the Registration Statement when it became effective.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Amendment No. 1 to Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Greensburg, State of Indiana, on the 18th day of March, 1998
INDIANA UNITED BANCORP
By: /s/ Robert E. Hoptry
-------------------------------
(Robert E. Hoptry, Chairman,
President and Chief Executive
Officer)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
NAME CAPACITY DATE
---- -------- ----
<S> <C> <C>
/s/ Robert E. Hoptry Chairman of the Board, President
- ----------------------- and Chief Executive Officer March 18, 1998
Robert E. Hoptry
Treasurer and Chief Financial
/s/ Jay B. Fager Officer (and Principal March 18, 1998
- ----------------------- Accounting Officer)
Jay B. Fager
/s/ William G. Barron* Director March 18, 1998
- -----------------------
William G. Barron
/s/ Philip A. Frantz* Director March 18, 1998
- -----------------------
Philip A. Frantz
/s/ Martin G. Wilson* Director March 18, 1998
- -----------------------
Martin G. Wilson
/s/ Edward J. Zoeller* Director March 18, 1998
- -----------------------
Edward J. Zoeller
*By: /s/ Robert E. Hoptry
-----------------------
Robert E. Hoptry
Attorney-in-Fact
</TABLE>
II-4
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
2* Agreement and Plan of Merger dated as of October 8, 1997 between
Indiana United Bancorp and P.T.C. Bancorp, as amended (included as
Annex A to the Proxy Statement/Prospectus that is part of the
Registration Statement to which this Exhibit Index relates).
3.1 Articles of Incorporation (incorporated by reference to Exhibit 3.1 to
the Registration Statement on Form S-1 of Indiana United Bancorp filed
June 16, 1986 with the Commission (Registration No. 33-06334), as
amended by Articles of Amendment to Articles of Incorporation
incorporated by reference to Exhibit 3(c) to the Annual Report on Form
10-K of Indiana United Bancorp for the fiscal year ended December 31,
1987 filed on or about March 30, 1988 with the Commission (Commission
File No. 0-12422)).
3.2 Bylaws (incorporated by reference to Exhibit 3.2 to the Annual Report
on Form 10-K of Indiana United Bancorp for the fiscal year ended
December 31, 1992 filed on or about March 30, 1993 with the Commission
(Commission File No. 0-12422)).
4.1 Form of Indenture dated as of December 12, 1997 between Indiana United
Bancorp and State Street Bank and Trust Company, as Trustee, with
respect to 8.75% Subordinated Debentures due 2027 (incorporated by
reference to Exhibit 4.1 to the Registration Statement on Form S-2 of
Indiana United Bancorp filed November 19, 1997 with the Commission
(Registration No. 333-40579)).
4.2 Form of Subordinated Debenture Certificate (included as an exhibit to
Exhibit 4.1 to the Registration Statement on Form S-2 of Indiana
United Bancorp filed November 19, 1997 with the Commission
(Registration No. 333-40579)), which is incorporated by reference.
4.3 Form of IUB Capital Trust Amended and Restated Trust Agreement dated
as of December 12, 1997 among Indiana United Bancorp, as Depositor,
State Street Bank and Trust Company, as Property Trustee, Wilmington
Trust Company, as Delaware Trustee and the Administrative Trustees
named therein (incorporated by reference to Exhibit 4.5 to the
Registration Statement on Form S-2 of Indiana United Bancorp filed
November 19, 1997 with the Commission (Registration No. 333-40579)).
4.4 Form of Preferred Securities Guarantee Agreement dated as of December
12, 1997 between Indiana United Bancorp and State Street Bank and
Trust Company (incorporated by
<PAGE>
reference to Exhibit 4.7 to the Registration Statement on Form S-2
of Indiana United Bancorp filed November 19, 1997 with the Commission
(Registration No. 333-40579)).
4.5 Form of Agreement as to Expenses and Liabilities dated as of December
12, 1997 between Indiana United Bancorp and IUB Capital Trust
(included as an exhibit to Exhibit 4.5 to the Registration Statement
on Form S-2 of Indiana United Bancorp filed November 19, 1997 with the
Commission (Registration No. 333-40579)), which is incorporated by
reference.
5* Opinion of David W. Harper, Esq. as to the legality of Indiana United
Bancorp Common Stock.
8.1* Tax opinion of Geo. S. Olive & Co. LLC.
8.2* Tax opinion of Crowe, Chizek and Company LLP.
10.1 Employment Agreement dated as of October 10, 1995 between Indiana
United Bancorp and Michael K. Bauer (incorporated by reference to
Exhibit 10.4 to the Registration Statement on Form S-2 of Indiana
United Bancorp filed November 19, 1997 with the Commission
(Registration No. 333-40579)).
10.2* Form of Employment Agreement between Indiana United Bancorp and James
L. Saner (included as an exhibit to Annex A to the Proxy
Statement/Prospectus that is part of the Registration Statement to
which this Exhibit Index relates).
12 Statement regarding computation of ratio of earnings to fixed charges
(incorporated by reference to Exhibit 12 to the Registration Statement
on Form S-2 of Indiana United Bancorp filed as an exhibit to Amendment
No. 1 to such Registration Statement on December 3, 1997 with the
Commission (Registration No. 333-40579)).
13.1 Annual Report to Shareholders of Indiana United Bancorp (incorporated
by reference to Exhibit 13 to the Annual Report on Form 10-K of
Indiana United Bancorp for the fiscal year ended December 31, 1996
filed on or about March 30, 1997 with the Commission (Commission File
No. 0-12422)).
13.2 Quarterly Report on Form 10-Q (incorporated by reference to such
report filed November 12, 1997 with the Commission (Commission File
No. 0-12422)).
20.1* Form of letter from P.T.C. Bancorp to its shareholders regarding
Special Meeting.
20.2* Form of letter from Indiana United Bancorp to its shareholders
regarding Special Meeting.
20.3* Form of Notice of Special Meeting of Shareholders of P.T.C. Bancorp.
20.4* Form of Notice of Special Meeting of Shareholders of Indiana United
Bancorp.
20.5* Form of Proxy for Special Meeting of Shareholders of P.T.C. Bancorp.
20.6* Form of Proxy for Special Meeting of Shareholders of Indiana United
Bancorp.
20.7* Fairness opinion of Stifel, Nicolaus & Company, Incorporated,
financial advisor to Indiana United Bancorp (included as Annex B to
the Proxy Statement/Prospectus that is part of the Registration
Statement to which this Exhibit Index relates).
<PAGE>
20.8* Fairness opinion of Traub & Co., financial advisor to P.T.C.
Bancorp (included as Annex C to the Proxy Statement/Prospectus that
is part of the Registration Statement to which this Exhibit Index
relates).
21 Subsidiaries of Indiana United Bancorp (incorporated by reference to
Exhibit 21 to the Annual Report on Form 10-K of Indiana United Bancorp
for the fiscal year ended December 31, 1996 (Commission
File No. 0-12422)).
23.1* Consent of David W. Harper, Esq. (included in Exhibit 5).
23.2* Consent of Geo. S. Olive & Co., LLC.
23.3* Consent of Crowe, Chizek and Company LLP.
23.4* Consent of Stifel, Nicolaus & Company Incorporated.
23.5* Consent of Traub & Co.
23.6* Consent of Geo. S Olive & Co., LLC re: tax opinion (included in
Exhibit 8.1)
23.7* Consent of Crowe, Chizek and Company LLP re: tax opinion (included
in Exhibit 8.2).
24* Power of Attorney (included in the signature pages to this
registration statement).
27 Financial Data Schedules.**
99.1* Consent of persons about to become directors of Indiana United
Bancorp.
99.2 Form of "lock-up" agreement among Indiana United Bancorp, P.T.C.
Bancorp and William G. Barron.
99.3 Form of "lock-up" agreement among Indiana United Bancorp, P.T.C.
Bancorp and Philip A. Frantz.
99.4 Form of "lock-up" agreement among Indiana United Bancorp, P.T.C.
Bancorp and Robert E. Hoptry.
99.5 Form of "lock-up" agreement among Indiana United Bancorp, P.T.C.
Bancorp and Martin G. Wilson.
99.6 Form of "lock-up" agreement among Indiana United Bancorp, P.T.C.
Bancorp and Edward J. Zoeller.
99.7 Form of "lock-up" agreement among Indiana United Bancorp, P.T.C.
Bancorp and John E. Back.
99.8 Form of "lock-up" agreement among Indiana United Bancorp, P.T.C.
Bancorp and Dale J. Deffner.
99.9 Form of "lock-up" agreement among Indiana United Bancorp, P.T.C.
Bancorp and Robert S. Dunevant.
99.10 Form of "lock-up" agreement among Indiana United Bancorp, P.T.C.
Bancorp and James L. Saner.
99.11 Form of "lock-up" agreement among Indiana United Bancorp, P.T.C.
Bancorp and Dale E. Smith.
______________________
* Previously filed.
** Schedules are omitted because they are not required or applicable or the
required information is shown in the financial statements or the notes
thereto.
<PAGE>
[EXHIBIT 99.2 TO S-4]
October 8, 1997
Indiana United Bancorp
201 N. Broadway
Greensburg, IN 47240
P.T.C. Bancorp
1250 Franklin Avenue
Brookville, IN 47012
Gentlemen:
In my capacity as a shareholder of Indiana United Bancorp ("IUB"), and not
in my capacity as a current director or officer of IUB, I hereby confirm my
agreement made with each of you to induce you to execute respectively the
Agreement and Plan of Merger (the "Agreement") dated as of October 8, 1997
between P.T.C. Bancorp ("PTC") and IUB. Our agreement is as follows:
1. At any meeting of the shareholders of IUB:
(a) I will vote all of my shares of IUB Common Stock ("Shares") in
favor of the transactions contemplated by the Agreement;
(b) I will vote my Shares against any action or agreement that would
result in a breach in any material respect of any covenant,
representation or warranty or any other obligation of PTC under
the Agreement; and
(c) I will vote my Shares against any action or agreement that would
impede, interfere with or attempt to discourage the consummation
of the transactions contemplated by the Agreement, including, but
not limited to:
(i) any extraordinary corporate transaction (other than the
merger contemplated by the Agreement), such as a merger,
consolidation, business combination, share exchange,
reorganization, recapitalization or
<PAGE>
October 8, 1997
Page 2
liquidation involving IUB;
(ii) a sale or transfer of a material amount of assets of IUB;
(iii)any change in the management or board of directors of IUB,
except as otherwise agreed to in writing by you; or
(iv) any other material change in IUB's corporate structure or
business.
2. Until termination of the Agreement in accordance with its terms:
(a) I will maintain full voting power over all of the Shares over
which I have such power at the date of this agreement; and
(b) I will not solicit or enter into any negotiations with, or
furnish or cause to be furnished any information concerning the
business or assets of IUB to, any person or entity (other than
IUB or PTC in connection with the Agreement) and I will promptly
communicate to you any solicitation or inquiry I receive.
It is understood and acknowledged that nothing contained in our agreement
is intended to restrict me from voting on any matter, or otherwise from acting,
in my capacity as a director or officer of IUB with respect to any matter,
including but not limited to, the management or operation of IUB.
Very truly yours,
/s/ William G. Barron
----------------------------------
<PAGE>
[EXHIBIT 99.3 TO S-4]
October 8, 1997
Indiana United Bancorp
201 N. Broadway
Greensburg, IN 47240
P.T.C. Bancorp
1250 Franklin Avenue
Brookville, IN 47012
Gentlemen:
In my capacity as a shareholder of Indiana United Bancorp ("IUB"), and not
in my capacity as a current director or officer of IUB, I hereby confirm my
agreement made with each of you to induce you to execute respectively the
Agreement and Plan of Merger (the "Agreement") dated as of October 8, 1997
between P.T.C. Bancorp ("PTC") and IUB. Our agreement is as follows:
1. At any meeting of the shareholders of IUB:
(a) I will vote all of my shares of IUB Common Stock ("Shares") in
favor of the transactions contemplated by the Agreement;
(b) I will vote my Shares against any action or agreement that would
result in a breach in any material respect of any covenant,
representation or warranty or any other obligation of PTC under
the Agreement; and
(c) I will vote my Shares against any action or agreement that would
impede, interfere with or attempt to discourage the consummation
of the transactions contemplated by the Agreement, including, but
not limited to:
(i) any extraordinary corporate transaction (other than the
merger contemplated by the Agreement), such as a merger,
consolidation, business combination, share exchange,
reorganization, recapitalization or
<PAGE>
October 8, 1997
Page 2
liquidation involving IUB;
(ii) a sale or transfer of a material amount of assets of IUB;
(iii)any change in the management or board of directors of IUB,
except as otherwise agreed to in writing by you; or
(iv) any other material change in IUB's corporate structure or
business.
2. Until termination of the Agreement in accordance with its terms:
(a) I will maintain full voting power over all of the Shares over
which I have such power at the date of this agreement; and
(b) I will not solicit or enter into any negotiations with, or
furnish or cause to be furnished any information concerning the
business or assets of IUB to, any person or entity (other than
IUB or PTC in connection with the Agreement) and I will promptly
communicate to you any solicitation or inquiry I receive.
It is understood and acknowledged that nothing contained in our agreement
is intended to restrict me from voting on any matter, or otherwise from acting,
in my capacity as a director or officer of IUB with respect to any matter,
including but not limited to, the management or operation of IUB.
Very truly yours,
/s/ Philip A. Frantz
----------------------------------
<PAGE>
[EXHIBIT 99.4 TO S-4]
October 8, 1997
Indiana United Bancorp
201 N. Broadway
Greensburg, IN 47240
P.T.C. Bancorp
1250 Franklin Avenue
Brookville, IN 47012
Gentlemen:
In my capacity as a shareholder of Indiana United Bancorp ("IUB"), and not
in my capacity as a current director or officer of IUB, I hereby confirm my
agreement made with each of you to induce you to execute respectively the
Agreement and Plan of Merger (the "Agreement") dated as of October 8, 1997
between P.T.C. Bancorp ("PTC") and IUB. Our agreement is as follows:
1. At any meeting of the shareholders of IUB:
(a) I will vote all of my shares of IUB Common Stock ("Shares") in
favor of the transactions contemplated by the Agreement;
(b) I will vote my Shares against any action or agreement that would
result in a breach in any material respect of any covenant,
representation or warranty or any other obligation of PTC under
the Agreement; and
(c) I will vote my Shares against any action or agreement that would
impede, interfere with or attempt to discourage the consummation
of the transactions contemplated by the Agreement, including, but
not limited to:
(i) any extraordinary corporate transaction (other than the
merger contemplated by the Agreement), such as a merger,
consolidation, business combination, share exchange,
reorganization, recapitalization or
<PAGE>
October 8, 1997
Page 2
liquidation involving IUB;
(ii) a sale or transfer of a material amount of assets of IUB;
(iii)any change in the management or board of directors of IUB,
except as otherwise agreed to in writing by you; or
(iv) any other material change in IUB's corporate structure or
business.
2. Until termination of the Agreement in accordance with its terms:
(a) I will maintain full voting power over all of the Shares over
which I have such power at the date of this agreement; and
(b) I will not solicit or enter into any negotiations with, or
furnish or cause to be furnished any information concerning the
business or assets of IUB to, any person or entity (other than
IUB or PTC in connection with the Agreement) and I will promptly
communicate to you any solicitation or inquiry I receive.
It is understood and acknowledged that nothing contained in our agreement
is intended to restrict me from voting on any matter, or otherwise from acting,
in my capacity as a director or officer of IUB with respect to any matter,
including but not limited to, the management or operation of IUB.
Very truly yours,
/s/ Robert E. Hoptry
----------------------------------
<PAGE>
[EXHIBIT 99.5 TO S-4]
October 8, 1997
Indiana United Bancorp
201 N. Broadway
Greensburg, IN 47240
P.T.C. Bancorp
1250 Franklin Avenue
Brookville, IN 47012
Gentlemen:
In my capacity as a shareholder of Indiana United Bancorp ("IUB"), and not
in my capacity as a current director or officer of IUB, I hereby confirm my
agreement made with each of you to induce you to execute respectively the
Agreement and Plan of Merger (the "Agreement") dated as of October 8, 1997
between P.T.C. Bancorp ("PTC") and IUB. Our agreement is as follows:
1. At any meeting of the shareholders of IUB:
(a) I will vote all of my shares of IUB Common Stock ("Shares") in
favor of the transactions contemplated by the Agreement;
(b) I will vote my Shares against any action or agreement that would
result in a breach in any material respect of any covenant,
representation or warranty or any other obligation of PTC under
the Agreement; and
(c) I will vote my Shares against any action or agreement that would
impede, interfere with or attempt to discourage the consummation
of the transactions contemplated by the Agreement, including, but
not limited to:
(i) any extraordinary corporate transaction (other than the
merger contemplated by the Agreement), such as a merger,
consolidation, business combination, share exchange,
reorganization, recapitalization or
<PAGE>
October 8, 1997
Page 2
liquidation involving IUB;
(ii) a sale or transfer of a material amount of assets of IUB;
(iii)any change in the management or board of directors of IUB,
except as otherwise agreed to in writing by you; or
(iv) any other material change in IUB's corporate structure or
business.
2. Until termination of the Agreement in accordance with its terms:
(a) I will maintain full voting power over all of the Shares over
which I have such power at the date of this agreement; and
(b) I will not solicit or enter into any negotiations with, or
furnish or cause to be furnished any information concerning the
business or assets of IUB to, any person or entity (other than
IUB or PTC in connection with the Agreement) and I will promptly
communicate to you any solicitation or inquiry I receive.
It is understood and acknowledged that nothing contained in our agreement
is intended to restrict me from voting on any matter, or otherwise from acting,
in my capacity as a director or officer of IUB with respect to any matter,
including but not limited to, the management or operation of IUB.
Very truly yours,
/s/ Martin G. Wilson
----------------------------------
<PAGE>
[EXHIBIT 99.6 TO S-4]
October 8, 1997
Indiana United Bancorp
201 N. Broadway
Greensburg, IN 47240
P.T.C. Bancorp
1250 Franklin Avenue
Brookville, IN 47012
Gentlemen:
In my capacity as a shareholder of Indiana United Bancorp ("IUB"), and not
in my capacity as a current director or officer of IUB, I hereby confirm my
agreement made with each of you to induce you to execute respectively the
Agreement and Plan of Merger (the "Agreement") dated as of October 8, 1997
between P.T.C. Bancorp ("PTC") and IUB. Our agreement is as follows:
1. At any meeting of the shareholders of IUB:
(a) I will vote all of my shares of IUB Common Stock ("Shares") in
favor of the transactions contemplated by the Agreement;
(b) I will vote my Shares against any action or agreement that would
result in a breach in any material respect of any covenant,
representation or warranty or any other obligation of PTC under
the Agreement; and
(c) I will vote my Shares against any action or agreement that would
impede, interfere with or attempt to discourage the consummation
of the transactions contemplated by the Agreement, including, but
not limited to:
(i) any extraordinary corporate transaction (other than the
merger contemplated by the Agreement), such as a merger,
consolidation, business combination, share exchange,
reorganization, recapitalization or
<PAGE>
October 8, 1997
Page 2
liquidation involving IUB;
(ii) a sale or transfer of a material amount of assets of IUB;
(iii)any change in the management or board of directors of IUB,
except as otherwise agreed to in writing by you; or
(iv) any other material change in IUB's corporate structure or
business.
2. Until termination of the Agreement in accordance with its terms:
(a) I will maintain full voting power over all of the Shares over
which I have such power at the date of this agreement; and
(b) I will not solicit or enter into any negotiations with, or
furnish or cause to be furnished any information concerning the
business or assets of IUB to, any person or entity (other than
IUB or PTC in connection with the Agreement) and I will promptly
communicate to you any solicitation or inquiry I receive.
It is understood and acknowledged that nothing contained in our agreement
is intended to restrict me from voting on any matter, or otherwise from acting,
in my capacity as a director or officer of IUB with respect to any matter,
including but not limited to, the management or operation of IUB.
Very truly yours,
/s/ Edward J. Zoeller
----------------------------------
<PAGE>
[EXHIBIT 99.7 TO S-4]
October 8, 1997
P.T.C. Bancorp
1250 Franklin Avenue
Brookville, IN 47012
Indiana United Bancorp
201 N. Broadway
Greensburg, IN 47240
Gentlemen:
In my capacity as a shareholder of P.T.C. Bancorp ("PTC"), and not in my
capacity as a current director or officer of PTC, I hereby confirm my agreement
made with each of you to induce you to execute respectively the Agreement and
Plan of Merger (the "Agreement") dated as of October 8, 1997 between Indiana
United Bancorp ("IUB") and PTC. Our agreement is as follows:
1. At any meeting of the shareholders of PTC:
(a) I will vote all of my shares of PTC Common Stock ("Shares") in
favor of the transactions contemplated by the Agreement;
(b) I will vote my Shares against any action or agreement that would
result in a breach in any material respect of any covenant,
representation or warranty or any other obligation of IUB under
the Agreement; and
(c) I will vote my Shares against any action or agreement that would
impede, interfere with or attempt to discourage the consummation
of the transactions contemplated by the Agreement, including, but
not limited to:
(i) any extraordinary corporate transaction (other than the
merger contemplated by the Agreement), such as a merger,
consolidation, business combination, share exchange,
reorganization, recapitalization or liquidation involving
PTC;
<PAGE>
October 8, 1997
Page 2
(ii) a sale or transfer of a material amount of assets of PTC;
(iii)any change in the management or board of directors of PTC,
except as otherwise agreed to in writing by you; or
(iv) any other material change in PTC's corporate structure or
business.
2. Until termination of the Agreement in accordance with its terms:
(a) I will maintain full voting power over all of the Shares over
which I have such power at the date of this agreement; and
(b) I will not solicit or enter into any negotiations with, or
furnish or cause to be furnished any information concerning the
business or assets of PTC to, any person or entity (other than
PTC or IUB in connection with the Agreement) and I will promptly
communicate to you any solicitation or inquiry I receive.
It is understood and acknowledged that nothing contained in our agreement
is intended to restrict me from voting on any matter, or otherwise from acting,
in my capacity as a director or officer of PTC with respect to any matter,
including but not limited to, the management or operation of PTC.
Very truly yours,
/s/ John E. Back
----------------------------------
<PAGE>
[EXHIBIT 99.8 TO S-4]
October 8, 1997
P.T.C. Bancorp
1250 Franklin Avenue
Brookville, IN 47012
Indiana United Bancorp
201 N. Broadway
Greensburg, IN 47240
Gentlemen:
In my capacity as a shareholder of P.T.C. Bancorp ("PTC"), and not in my
capacity as a current director or officer of PTC, I hereby confirm my agreement
made with each of you to induce you to execute respectively the Agreement and
Plan of Merger (the "Agreement") dated as of October 8, 1997 between Indiana
United Bancorp ("IUB") and PTC. Our agreement is as follows:
1. At any meeting of the shareholders of PTC:
(a) I will vote all of my shares of PTC Common Stock ("Shares") in
favor of the transactions contemplated by the Agreement;
(b) I will vote my Shares against any action or agreement that would
result in a breach in any material respect of any covenant,
representation or warranty or any other obligation of IUB under
the Agreement; and
(c) I will vote my Shares against any action or agreement that would
impede, interfere with or attempt to discourage the consummation
of the transactions contemplated by the Agreement, including, but
not limited to:
(i) any extraordinary corporate transaction (other than the
merger contemplated by the Agreement), such as a merger,
consolidation, business combination, share exchange,
reorganization, recapitalization or liquidation involving
PTC;
<PAGE>
October 8, 1997
Page 2
(ii) a sale or transfer of a material amount of assets of PTC;
(iii)any change in the management or board of directors of PTC,
except as otherwise agreed to in writing by you; or
(iv) any other material change in PTC's corporate structure or
business.
2. Until termination of the Agreement in accordance with its terms:
(a) I will maintain full voting power over all of the Shares over
which I have such power at the date of this agreement; and
(b) I will not solicit or enter into any negotiations with, or
furnish or cause to be furnished any information concerning the
business or assets of PTC to, any person or entity (other than
PTC or IUB in connection with the Agreement) and I will promptly
communicate to you any solicitation or inquiry I receive.
It is understood and acknowledged that nothing contained in our agreement
is intended to restrict me from voting on any matter, or otherwise from acting,
in my capacity as a director or officer of PTC with respect to any matter,
including but not limited to, the management or operation of PTC.
Very truly yours,
/s/ Dale J. Deffner
----------------------------------
<PAGE>
[EXHIBIT 99.9 TO S-4]
October 8, 1997
P.T.C. Bancorp
1250 Franklin Avenue
Brookville, IN 47012
Indiana United Bancorp
201 N. Broadway
Greensburg, IN 47240
Gentlemen:
In my capacity as a shareholder of P.T.C. Bancorp ("PTC"), and not in my
capacity as a current director or officer of PTC, I hereby confirm my agreement
made with each of you to induce you to execute respectively the Agreement and
Plan of Merger (the "Agreement") dated as of October 8, 1997 between Indiana
United Bancorp ("IUB") and PTC. Our agreement is as follows:
1. At any meeting of the shareholders of PTC:
(a) I will vote all of my shares of PTC Common Stock ("Shares") in
favor of the transactions contemplated by the Agreement;
(b) I will vote my Shares against any action or agreement that would
result in a breach in any material respect of any covenant,
representation or warranty or any other obligation of IUB under
the Agreement; and
(c) I will vote my Shares against any action or agreement that would
impede, interfere with or attempt to discourage the consummation
of the transactions contemplated by the Agreement, including, but
not limited to:
(i) any extraordinary corporate transaction (other than the
merger contemplated by the Agreement), such as a merger,
consolidation, business combination, share exchange,
reorganization, recapitalization or liquidation involving
PTC;
<PAGE>
October 8, 1997
Page 2
(ii) a sale or transfer of a material amount of assets of PTC;
(iii)any change in the management or board of directors of PTC,
except as otherwise agreed to in writing by you; or
(iv) any other material change in PTC's corporate structure or
business.
2. Until termination of the Agreement in accordance with its terms:
(a) I will maintain full voting power over all of the Shares over
which I have such power at the date of this agreement; and
(b) I will not solicit or enter into any negotiations with, or
furnish or cause to be furnished any information concerning the
business or assets of PTC to, any person or entity (other than
PTC or IUB in connection with the Agreement) and I will promptly
communicate to you any solicitation or inquiry I receive.
It is understood and acknowledged that nothing contained in our agreement
is intended to restrict me from voting on any matter, or otherwise from acting,
in my capacity as a director or officer of PTC with respect to any matter,
including but not limited to, the management or operation of PTC.
Very truly yours,
/s/ Robert S. Dunevant
----------------------------------
<PAGE>
[EXHIBIT 99.10 TO S-4]
October 8, 1997
P.T.C. Bancorp
1250 Franklin Avenue
Brookville, IN 47012
Indiana United Bancorp
201 N. Broadway
Greensburg, IN 47240
Gentlemen:
In my capacity as a shareholder of P.T.C. Bancorp ("PTC"), and not in my
capacity as a current director or officer of PTC, I hereby confirm my agreement
made with each of you to induce you to execute respectively the Agreement and
Plan of Merger (the "Agreement") dated as of October 8, 1997 between Indiana
United Bancorp ("IUB") and PTC. Our agreement is as follows:
1. At any meeting of the shareholders of PTC:
(a) I will vote all of my shares of PTC Common Stock ("Shares") in
favor of the transactions contemplated by the Agreement;
(b) I will vote my Shares against any action or agreement that would
result in a breach in any material respect of any covenant,
representation or warranty or any other obligation of IUB under
the Agreement; and
(c) I will vote my Shares against any action or agreement that would
impede, interfere with or attempt to discourage the consummation
of the transactions contemplated by the Agreement, including, but
not limited to:
(i) any extraordinary corporate transaction (other than the
merger contemplated by the Agreement), such as a merger,
consolidation, business combination, share exchange,
reorganization, recapitalization or liquidation involving
PTC;
<PAGE>
October 8, 1997
Page 2
(ii) a sale or transfer of a material amount of assets of PTC;
(iii)any change in the management or board of directors of PTC,
except as otherwise agreed to in writing by you; or
(iv) any other material change in PTC's corporate structure or
business.
2. Until termination of the Agreement in accordance with its terms:
(a) I will maintain full voting power over all of the Shares over
which I have such power at the date of this agreement; and
(b) I will not solicit or enter into any negotiations with, or
furnish or cause to be furnished any information concerning the
business or assets of PTC to, any person or entity (other than
PTC or IUB in connection with the Agreement) and I will promptly
communicate to you any solicitation or inquiry I receive.
It is understood and acknowledged that nothing contained in our agreement
is intended to restrict me from voting on any matter, or otherwise from acting,
in my capacity as a director or officer of PTC with respect to any matter,
including but not limited to, the management or operation of PTC.
Very truly yours,
/s/ James L. Saner
----------------------------------
<PAGE>
[EXHIBIT 99.11 TO S-4]
October 8, 1997
P.T.C. Bancorp
1250 Franklin Avenue
Brookville, IN 47012
Indiana United Bancorp
201 N. Broadway
Greensburg, IN 47240
Gentlemen:
In my capacity as a shareholder of P.T.C. Bancorp ("PTC"), and not in my
capacity as a current director or officer of PTC, I hereby confirm my agreement
made with each of you to induce you to execute respectively the Agreement and
Plan of Merger (the "Agreement") dated as of October 8, 1997 between Indiana
United Bancorp ("IUB") and PTC. Our agreement is as follows:
1. At any meeting of the shareholders of PTC:
(a) I will vote all of my shares of PTC Common Stock ("Shares") in
favor of the transactions contemplated by the Agreement;
(b) I will vote my Shares against any action or agreement that would
result in a breach in any material respect of any covenant,
representation or warranty or any other obligation of IUB under
the Agreement; and
(c) I will vote my Shares against any action or agreement that would
impede, interfere with or attempt to discourage the consummation
of the transactions contemplated by the Agreement, including, but
not limited to:
(i) any extraordinary corporate transaction (other than the
merger contemplated by the Agreement), such as a merger,
consolidation, business combination, share exchange,
reorganization, recapitalization or liquidation involving
PTC;
<PAGE>
October 8, 1997
Page 2
(ii) a sale or transfer of a material amount of assets of PTC;
(iii)any change in the management or board of directors of PTC,
except as otherwise agreed to in writing by you; or
(iv) any other material change in PTC's corporate structure or
business.
2. Until termination of the Agreement in accordance with its terms:
(a) I will maintain full voting power over all of the Shares over
which I have such power at the date of this agreement; and
(b) I will not solicit or enter into any negotiations with, or
furnish or cause to be furnished any information concerning the
business or assets of PTC to, any person or entity (other than
PTC or IUB in connection with the Agreement) and I will promptly
communicate to you any solicitation or inquiry I receive.
It is understood and acknowledged that nothing contained in our agreement
is intended to restrict me from voting on any matter, or otherwise from acting,
in my capacity as a director or officer of PTC with respect to any matter,
including but not limited to, the management or operation of PTC.
Very truly yours,
/s/ Dale E. Smith
----------------------------------
