SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
[X} ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission file number 0-12422
INDIANA UNITED BANCORP
RETIREMENT AND SAVINGS INCENTIVE PLAN
(Full title of the plan)
INDIANA UNITED BANCORP
(Name of issuer of the securities held pursuant to the plan)
201 North Broadway
Greensburg, Indiana 47240
(Address of principal executive office)
<PAGE>
INDIANA UNITED BANCORP
RETIREMENT AND SAVINGS INCENTIVE PLAN
FORM 11-K
December 31, 1997
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees have duly caused this report to be signed on their behalf by the
undersign, thereunto duly authorized.
INDIANA UNITED BANCORP
RETIREMENT AND SAVINGS
INCENTIVE PLAN
Date: June 22, 1998 BY: /s/ Daniel F. Anderson
Daniel F. Anderson
Trust Officer
Union Bank and Trust
Company of Indiana,
Trustee
<PAGE>
Exhibit Index
Number Exhibit Page
23 Consent of independent 19
certified public accountants
<PAGE>
Indiana United Bancorp
etirement and Savings Incentive Plan
Financial Statements
December 31, 1997 and 1996
With Supplemental Schedules
<PAGE>
Indiana United Bancorp
Retirement and Savings Incentive Plan
Table of Contents
Page
Independent Auditor's Report 1
Financial Statements
Statement of net assets available for benefits 2
Statement of changes in net assets available for benefits 3
Notes to financial statements 4
Supplemental Schedules
Item 27a-Schedule of assets held for investment purposes 10
Item 27d-Schedule of reportable transactions 12
<PAGE>
Independent Auditor's Report
Administrative Committee
Indiana United Bancorp
Retirement and Savings Incentive Plan
Greensburg, Indiana
We have audited the accompanying statement of net assets
available for benefits of Indiana United Bancorp Retirement
and Savings Incentive Plan as of December 31, 1997 and 1996,
and the related statement of changes in net assets available
for benefits for the years then ended. These financial
statements are the responsibility of the Plan's management.
Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about
whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the net assets
available for benefits of Indiana United Bancorp Retirement
and Savings Incentive Plan at December 31, 1997 and 1996, and
the changes in its net assets available for benefits for the
years then ended, in conformity with generally accepted
accounting principles.
Our audits were made for the purpose of forming an opinion on
the financial statements taken as a whole. The supplemental
schedules as listed in the accompanying table of contents are
presented for the purpose of additional analysis and are not
a required part of the basic financial statements, but are
supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure
under the Employee Retirement Income Security Act of 1974.
The supplemental schedules have been subjected to the
auditing procedures applied in the audits of the basic
financial statements and, in our opinion, are fairly stated
in all material respects in relation to the basic financial
statements taken as a whole.
Olive LLP
Indianapolis, Indiana
June 4, 1998
<PAGE>
<TABLE>
<CAPTION>
Indiana United Bancorp
Retirement and Savings Incentive Plan
Statement of Net Assets Available for Benefits
December 31 1997 1996
Assets
<S> <C> <C>
Investments, at fair value
U. S. Treasury and federal agency obligations $ 815,894 $ 960,972
Mutual funds 393,913 256,883
Common stocks 673,127 330,375
Certificates of deposit 303,146 295,350
Party-in-interest investments
Money market accounts 326,210 355,472
Certificates of deposit 139,135 100,000
Company common stock 2,807,610 1,597,362
Participant loans 7,952 13,165
Total investments 5,466,987 3,909,579
Employer contributions receivable 267,361 606
Accrued income receivable 18,307 20,146
Cash 7,771 4,728
Net Assets Available for Benefits $5,760,426 $3,935,059
</TABLE>
See notes to financial statements.
<PAGE>
<TABLE>
<CAPTION>
Indiana United Bancorp
Retirement and Savings Incentive Plan
Statement of Changes in Net Assets Available for Benefits
Year Ended December 31 1997 1996
Additions
<S> <C> <C>
Investment income
Net appreciation in fair value of investments $1,232,798 $ 282,586
Interest and dividends 227,898 169,105
Net investment income 1,460,696 451,691
Employee contributions 183,274 170,883
Employer contributions 342,338 289,089
Rollover contributions 2,149
Total additions 1,986,308 913,812
Deductions--benefits paid to participants 160,941 406,480
Net Increase 1,825,367 507,332
Net Assets Available for Benefits,
Beginning of Year 3,935,059 3,427,727
Net Assets Available for Benefits,
End of Year $5,760,426 $3,935,059
See notes to financial statements.
</TABLE>
<PAGE>
Indiana United Bancorp
Retirement and Savings Incentive Plan
Notes to Financial Statements
Note 1-Description of Plan
The following description of Indiana United Bancorp Retirement and
Savings Incentive Plan (Plan) provides only general information.
Participants should refer to the Plan agreement for a complete
description of the Plan's provisions.
General
The Plan is a defined-contribution plan sponsored by Indiana United
Bancorp (Company), and its affiliated employers, Union Bank and Trust
Company of Indiana (Union Bank) and Regional Federal Savings Bank, New
Albany, Indiana (Regional Bank) for the benefit of its eligible
employees. It is subject to the provisions of the Employee Retirement
Income Security Act of 1974 (ERISA). Union Bank is the trustee of the
Plan.
Contributions
The Plan permits eligible employees through a savings incentive
election to make annual contributions of 2 to 8% of eligible
compensation for which the Company matched 75% of their contributions
for 1997 and 70% for 1996. The Company also contributed to the Plan an
amount equalling 5.7% of each participant's compensation in excess
of $65,400 and $62,700 for 1997 and 1996, plus 6.5% of each
participant's total compensation for the year. Certain employee
rollover contributions are also permitted. Company contributions are
discretionary. Forfeitures are used to reduce Company contributions.
Participant-Directed Program
Each participant has the option of directing his savings incentive
contributions into a fund which may purchase Company stock (Fund C), or
another fund with other investments (Fund B). Company matching
contributions subsequent to January 1, 1992 shall be directed to Fund C.
In 1998, fund options are being changed to include various Federated
accounts.
Participant Accounts
Each participant's account is credited with the participant's
contribution and allocation of the Company's contribution and Plan
earnings. Allocations are based on participant earnings or account
balances, as defined. The benefit to which a participant is entitled
is the benefit that can be provided from the participant's account.
Vesting
Participants are immediately vested in their voluntary contributions
plus actual earnings thereon. Vesting in the remainder of their
accounts is based on years of continuous service. A participant is
100% vested after seven years of credited service. Certain other
events could result in earlier vesting of benefits.
<PAGE>
Indiana United Bancorp
Retirement and Savings Incentive Plan
Notes to Financial Statements
Payment of Benefits
Upon termination of employment or retirement, the standard method of
distribution for an unmarried participant is a monthly pension payable
for the lifetime of such participant. The standard method of
distribution for a married participant shall be in the form of a
qualified joint and survivor annuity. There are other optional methods
of distribution which can be elected by participants and the employer
also has the option to distribute small accounts through a lump-sum
payment to participants following the participant's termination of
employment.
Loans
The plan agreement includes provisions authorizing loans from the Plan
to active eligible participants. Each participant may have one loan
not to exceed the lesser of the participant's savings incentive account
or 50% of the vested account balance. Loans are repayable over a
period not to exceed five years through periodic payments.
Plan Termination
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and
to terminate the Plan subject to the provisions of ERISA. In the event
of plan termination, participants will become 100% vested in their
accounts.
Note 2 Summary of Significant Accounting Policies
Method of Accounting
The accompanying financial statements are prepared on the accrual
method of accounting.
Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of net assets and
changes in net assets available for benefits. Actual results could
differ from those estimates.
Investments
Investments are valued at quoted market price and prices established by
local security brokers. Certificates of deposit and certain other
investments are valued at cost, which approximates market. Purchases
and sales of securities are recorded on a trade-date basis.
Payment of Benefits
Benefits are recorded when paid.
Administrative Expenses
Administrative expenses are paid by the Company.
<PAGE>
Indiana United Bancorp
Retirement and Savings Incentive Plan
Notes to Financial Statements
Note 3 Investments
The Plan's investments are held by Union Bank. The Plan's investments
(including investments bought, sold, and held during the year)
appreciated (depreciated) in fair value as follows:
<TABLE>
<CAPTION>
1997
Net
Appreciation Fair Value
In Fair Value At End
Year Ended December 31 During Year Of Year
<S> <C> <C>
U.S. Government and federal agency securities $ 4,922 $ 815,894
Common stocks 248,206 673,127
Mutual funds 18,373 393,913
Certificates of deposit 303,146
Party-in-interest investments
Money market accounts 326,210
Certificate of deposit 139,135
Company common stock 961,297 2,807,610
Participant loans 7,952
Total $1,232,798 $5,466,987
</TABLE>
<TABLE>
<CAPTION>
1996
Net
Appreciation Fair Value
(Depreciation) At End
Year Ended December 31 In Fair Value Of Year
During Year
<S> <C> <C>
U. S. Government and federal agency securities $ (22,766) $ 960,972
Common stocks 73,320 330,375
Mutual funds 12,432 256,883
Certificates of deposit 295,350
Party-in-interest investments
Money market accounts 355,472
Certificate of deposit 100,000
Company common stock 219,600 1,597,362
Participant loans 13,165
Total $ 282,586 $3,909,579
</TABLE>
<PAGE>
Indiana United Bancorp
Retirement and Savings Incentive Plan
Notes to Financial Statements
The fair value of individual investments that represented 5% or more
of the Plan's assets were as follows:
<TABLE>
<CAPTION>
December 31 1997 1996
Union Bank & Trust Company of Indiana
<S> <C> <C>
Money Market account $326,210 $355,472
U. S. Treasury note, 5.125%, 4/30/98 289,728 287,009
Company common stock 2,807,610 1,597,362
</TABLE>
Note 4 Net Assets by Participant-Directed and Nonparticipant
Directed Investment Programs
<TABLE>
<CAPTION>
1997
Participant Participant Nonparti-
Directed for Directed for cipant
Company Other Directed
Stock Investments Funds Loan
Year Ended December 31 (Fund C) (Fund B) (Fund A) Fund Total
<S> <C> <C> <C> <C> <C>
Additions
Investment income
Net appreciation in fair
value of investments $ 961,297 $ 7,415 $ 264,086 $ $1,232,798
Interest and dividends 63,503 50,322 114,073 227,898
Employee contributions 109,683 73,591 183,274
Employer contributions 131,578 210,760 342,338
1,266,061 131,328 588,919 1,986,308
Deductions-benefits
paid to participants 58,787 37,740 64,414 160,941
Net Increase Prior to 1,207,274 93,588 524,505 1,825,367
Interfund Transfers
Interfund Transfers 3,467 1,746 $(5,213)
Net Increase (Decrease) 1,210,741 95,334 524,505 (5,213) 1,825,367
Net Assets Available
for Benefits,
Beginning of Year 1,701,691 472,076 1,748,127 13,165 3,935,059
Net Assets Available
for Benefits,
End of Year $2,912,432 $567,410 $2,272,632 $ 7,952 $5,760,426
</TABLE>
<PAGE>
Indiana United Bancorp
Retirement and Savings Incentive Plan
Notes to Financial Statements
<TABLE>
<CAPTION>
1996
Participant Participant Nonparti-
Directed for Directed for cipant
Company Other Directed
Stock Investments Funds Loan
Year Ended December 31 (Fund C) (Fund B) (Fund A) Fund Total
<S> <C> <C> <C> <C> <C>
Additions
Investment income
Net appreciation
(depreciation) in fair
value of investments $ 219,600 $ (6,163) $ 69,149 $ $ 282,586
Interest and dividends 47,300 34,340 87,465 169,105
Employee contributions 103,738 69,294 173,032
Employer contributions 110,758 178,331 289,089
481,396 97,471 334,945 913,812
Deductions benefits
paid to participants 153,523 80,943 172,014 406,480
Net Increase Prior to 327,873 16,528 162,931 507,332
Interfund Transfers
Interfund Transfers 3,828 3,847 (75) $(7,600)
Net Increase (Decrease) 331,701 20,375 162,856 (7,600) 507,332
Net Assets Available
for Benefits,
Beginning of Year 1,369,990 451,701 1,585,271 20,765 3,427,727
Net Assets Available
for Benefits
End of Year $1,701,691 $472,076 $1,748,127 $13,165 $3,935,059
</TABLE>
Note 5 Party-in-Interest Transactions
Party-in-interest transactions include those with fiduciaries or
employees of the Plan, any person who provides services to the Plan, an
employer whose employees are covered by the Plan, an employee
organization whose members are covered by the Plan, a person who owns
50 percent or more of such an employer or employee association, or
relatives of such persons.
At December 31, 1997 and 1996, the Plan had $326,210 and $355,472
invested in a money market account at Union Bank. The Plan also had
$139,135 and $100,000 invested in certificates of deposit at Regional
Bank and Union Bank at December 31, 1997 and 1996. Union Bank and
Regional Bank are affiliated employers of the Company. In addition,
the Plan purchased 6,743 and 2,871 shares of Company common stock in
1997 and 1996 and held 61,706 and 54,963 shares of such stock at
December 31, 1997 and 1996.
The Company provides certain administrative services at no cost to the
Plan.
Note 6 Tax Status
The Internal Revenue Service has advised that the Plan constitutes a
qualified plan under Section 401 of the Internal Revenue Code and that
the trust established under the Plan is therefore exempt from federal
income taxes.
<PAGE>
Indiana United Bancorp
Retirement and Savings Incentive Plan
Notes to Financial Statements
Note 7 Plan Changes
Effective generally on May 1, 1998, numerous changes are being made to
the Plan's operations. The Plan is being restated and continued as the
Indiana United Bancorp 401(k) Plan, a profit sharing plan, which plan
includes provisions for employee pre-tax contributions and employer
matching and discretionary profit sharing contributions. The Company
is also establishing the Indiana United Bancorp Retirement Plan, a
money purchase plan, which plan includes provisions for an employee
contribution based on employee plan compensation as defined by the
plan. The assets of the Plan at May 1, 1998 will be assets of the new
profit sharing plan. Certain Plan assets excluding Company
common stock were sold in 1998 to provide for investment of funds into
various Federated funds.
In addition, People's Trust Company, a subsidiary of P.T.C. Bancorp
(PTC) Brookville, Indiana, became an affiliated employer of the Company
as a result of the merger of the Company and PTC on April 30, 1998.
PTC's profit sharing plan is being merged into the Company's new profit
sharing plan. The assets of PTC's plan totaled approximately $1.8
million at March 31, 1998.
<PAGE>
Supplemental Schedules
<PAGE>
<TABLE>
<CAPTION>
Indiana United Bancorp
Retirement and Savings Incentive Plan
Item 27a-Schedule of Assets Held for Investment Purposes
December 31, 1997
Employer Identification Number: 35-1562245 Plan Number: 001
Description of Investment
Identity of Issue, Including Maturity Date,
Borrower, Lessor, or Rate of Interest, Collateral, Current
Similar Party Par or Maturity Value Cost Value
<S> <C> <C> <C>
U. S. Treasury and Federal
Agency Obligations
U. S. Treasury note $290,000, 5.125%, due 4/30/98 $281,74 $289,728
U. S. Treasury note $130,000, 6.75%, due 6/30/99 130,203 132,031
U. S. Treasury note $50,000, 7.75%, due 1/31/00 51,219 52,000
U. S. Treasury note $120,000, 7.75%, due 1/31/00 122,925 124,800
U. S. Treasury note $100,000, 7.75%, due 2/15/01 102,625 105,813
Federal Home Loan Bank $100,000, 6.28%, due 3/6/06 99,750 101,469
Federal National Mortgage
Association $10,000, 6.10%, due 2/10/00 10,000 10,053
Total Treasury and Agency 798,466 815,894
Common Stocks
CNB Bancshares, Inc. 551 shares 14,494 26,551
First Merchants Corp. 1,000 shares 26,727 37,250
First Financial Bancorp 1,100 shares 31,449 53,075
General Motors Corp. 1,000 shares 67,079 60,750
Huntington Bancshares 707 shares 8,581 25,460
IBM 500 shares 50,805 52,313
Merck 1,000 shares 92,235 106,000
National City Corp. 800 shares 22,143 52,600
Norwest Corp. 400 shares 6,754 15,500
Old National Bancorp 525 shares 16,625 25,397
Peoples First Corporation 525 shares 11,055 20,409
Philip Morris 250 shares 5,470 11,313
Pikeville National-
Corp. Community Trust 550 shares 10,805 17,119
Southtrust Corp. 1,350 shares 10,720 85,641
Chrysler Corporation 1,000 shares 34,055 35,187
Ford Motor Company 1,000 shares 45,360 48,562
Total Common Stocks 454,357 673,127
Certificates of Deposit
First Savings Bank,-
Jeffersonville $48,162, 6.06%, due 11/15/98 48,162 48,162
The Napoleon State Bank $50,000, 6.5%, due 9/21/00 50,000 50,000
The Napoleon State Bank $100,000, 6.22%,due 12/05/00 100,000 100,000
Home Federal Savings Bank $52,492, 5.96%, due 4/07/98 52,492 52,492
Home Federal Savings Bank $52,492, 5.96%, due 4/07/98 52,492 52,492
Total Certificates of Deposit 303,146 303,146
Mutual Funds
Federated Stock Trust 1,935 shares 65,000 67,884
Federated Equity
Income Fund 4,347 shares 65,000 77,592
Federated Growth Trust 2,647 shares 65,000 65,594
Fidelity Utilities Fund 4,450 shares 75,186 86,599
Mutual Beacon Fund 5,046 shares 66,562 71,247
Federated Latin
American Growth 1,793 shares 30,000 24,997
Total Mutual Funds 366,748 393,913
(continued)
*Party-in-Interest Investments
Union Bank & Trust
Company of Indiana Money
Market Account $326,210 $ 326,210 $ 326,210
Union Bank & Trust Company
of Indiana Certificate
of Deposit $52,827, 5,169%, due 5/09/88 52,827 52,827
Regional Federal Savings
Bank Certificate of
Deposit $50,770, 6.06%, due 10/07/99 50,770 50,770
Regional Federal Savings
Bank Certificate of
Deposit $35,538, 6.06%, due 10/07/99 35,538 35,538
139,135 139,135
Indiana United Bancorp
common stock 61,706 shares 1,387,206 2,807,610
Participant Loans 8.75% 7,952
$3,775,268 $5,466,987
</TABLE>
*Party-in-interest
<PAGE>
<TABLE>
<CAPTION>
Indiana United Bancorp Retirement
and Savings Incentive Plan
Item 27d-Schedule of Reportable Transactions
(Transactions in Excess of 5% of Plan Assets at Beginning of Year)
Year Ended December 31, 1997
Employer Identification Number: 35-1562245 Plan Number: 001
Expenses
Identity Incurred
of Party Description Purchase Selling Lease With
Involved of Assets Price Price Rental Transaction
<S> <C> <C> <C>
Issuer Union Bank and Trust
Company of Indiana
Money Market Account
Purchases $1,354,854
Sales $1,384,116
Issuer IBM Stock
Purchases 251,761
Sales 230,247
Current Value
Identity of Asset on
of Party Description Cost of Transaction Net Gain
Involved of Assets Asset Date or (Loss)
<S> <C> <C> <C> <C>
Issuer Union Bank and Trust
Company of Indiana
Money Market Account
Purchases $1,354,854 $1,354,854
Sales 1,384,116 1,384,116
Issuer IBM Stock
Purchases 251,761 251,761
Sales 200,956 230,247 $29,291
</TABLE>
Exhibit 23
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the incorporation in a Registration Statement on Form S-8 (File
Number 33-45395) of our report dated June 4, 1998, on the audit of the financial
statements of the Indiana United Bancorp Retirement and Savings Incentive Plan
for the year ended December 31, 1997.
Olive LLP
Indianapolis, Indiana
June 24, 1998
