<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section240.14a-11(c) or
Section240.14a-12
INDIANA UNITED BANCORP
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction applies:
-----------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-----------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
-----------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-----------------------------------------------------------------------
(5) Total fee paid:
-----------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-----------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-----------------------------------------------------------------------
(3) Filing Party:
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(4) Date Filed:
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<PAGE>
INDIANA UNITED BANCORP
201 N. BROADWAY
GREENSBURG, INDIANA 47240
[LOGO]
May 2, 2000
Dear Fellow Shareholders:
We would like to invite you to attend the 2000 Annual Meeting of
Shareholders of Indiana United Bancorp to be held on Wednesday, May 31, 2000 at
10:00 a.m., local time, at the Company's headquarters at 201 N. Broadway, in the
Conference Center on the second floor, Greensburg, Indiana. We have enclosed a
copy of our 1999 Annual Report to Shareholders for your review.
We hope you can attend the meeting. If you are unable to join us, however,
we urge you to exercise your right as a shareholder and vote. The vote of every
shareholder is important. PLEASE MARK, SIGN, DATE AND RETURN THE ENCLOSED PROXY
CARD IN THE ENVELOPE PROVIDED. Your cooperation is appreciated.
The Proxy Statement is first being mailed to the Company's shareholders on
or about May 2, 2000.
Sincerely,
<TABLE>
<S> <C>
/s/ Robert E. Hoptry /s/ James L. Saner, Sr.
Robert E. Hoptry James L. Saner, Sr.
Chairman of the Board President and Chief Executive Officer
</TABLE>
<PAGE>
INDIANA UNITED BANCORP
201 N. BROADWAY
GREENSBURG, INDIANA 47240
----------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 31, 2000
-------------------------------
TO OUR SHAREHOLDERS:
The 2000 annual meeting of shareholders of Indiana United Bancorp will be
held at the Company's headquarters at 201 N. Broadway, in the Conference Center
on the second floor, Greensburg, Indiana, on Wednesday, May 31, 2000, beginning
at 10:00 a.m. local time. At the meeting, the holders of outstanding common
shares of the Company will act on the following matters:
1. Election of ten directors, each for a term of one year;
2. Ratification of the appointment of Crowe, Chizek and Company LLP as the
Company's independent accountants for fiscal 2000; and
3. Any other matters that properly come before the meeting.
All holders of record of shares at the close of business on April 14, 2000
are entitled to vote at the meeting or any postponements or adjournments of the
meeting.
By order of the Board of Directors,
[\S\DONALD A. BENZIGER]
DONALD A. BENZIGER
SECRETARY
May 2, 2000
Greensburg, Indiana
<PAGE>
INDIANA UNITED BANCORP
201 N. BROADWAY
GREENSBURG, INDIANA 47240
----------------------------
PROXY STATEMENT
----------------------------
This proxy statement contains information related to the annual meeting of
shareholders of Indiana United Bancorp to be held on Wednesday, May 31, 2000,
beginning at 10:00 a.m., local time, at the Company's headquarters at 201
N. Broadway, in the Conference Center on the second floor, Greensburg, Indiana,
and at any postponements or adjournments thereof.
ABOUT THE MEETING
WHAT IS THE PURPOSE OF THE ANNUAL MEETING?
At the Company's annual meeting, shareholders will act upon the matters
outlined in the notice of meeting appearing opposite this page, including the
election of directors and ratification of the Company's independent accountants.
In addition, the Company's management will report on the performance of the
Company during fiscal 1999 and respond to questions from shareholders.
WHO IS ENTITLED TO VOTE AT THE MEETING?
Only shareholders of record at the close of business on the record date,
April 14, 2000, are entitled to receive notice of the annual meeting and to vote
the common shares that they held on that date at the meeting, or any
postponements or adjournments of the meeting.
WHO CAN ATTEND THE MEETING?
All shareholders as of the record date, or their duly appointed proxies, may
attend the meeting. Admission to the meeting will be on a first-come,
first-served basis. Registration will begin at 9:30 a.m.
WHAT CONSTITUTES A QUORUM?
The presence at the meeting, in person or by proxy, of the holders of a
majority of the common shares outstanding on the record date will constitute a
quorum, permitting the meeting to conduct its business. As of the record date,
4,855,541 common shares of the Company were outstanding. Proxies received but
marked as abstentions and broker non-votes will be included in the calculation
of the number of shares considered to be present at the meeting.
HOW DO I VOTE?
If you complete and properly sign the accompanying proxy card and return it
to the Company, it will be voted as you direct. If you are a registered
shareholder and attend the meeting, you may deliver your completed proxy card in
person. "Street name" shareholders who wish to vote at the meeting will need to
obtain a proxy form from the institution that holds their shares.
CAN I VOTE BY TELEPHONE OR ELECTRONICALLY?
If you are a registered shareholder (that is, if you hold your shares in
certificate form), you may vote in person or by written proxy.
If your shares are held in "street name," please check your proxy card or
contact your broker or nominee to determine whether you will be able to vote by
telephone or electronically through the Internet.
<PAGE>
CAN I CHANGE MY VOTE AFTER I RETURN MY PROXY CARD?
Yes. Even after you have submitted your proxy, you may change your vote at
any time before the proxy is exercised by filing with the Secretary of the
Company either a notice of revocation or a duly executed proxy bearing a later
date. The powers of the proxy holders will be suspended if you attend the
meeting in person and so request, although attendance at the meeting will not by
itself revoke a previously granted proxy.
HOW DO I VOTE MY RETIREMENT PLAN AND 401(K) SHARES?
If you participate in the Company's Money Purchase (Retirement) Plan and its
401(k) Plan, you may vote an amount of shares equivalent to the interest in
Company common shares credited to your accounts as of the record date. You may
vote by instructing Union Bank and Trust Company of Indiana, the trustee of the
Plans, pursuant to the instruction card being provided with this proxy statement
to plan participants. The trustee will vote your shares in accordance with your
duly executed instructions received by May 29, 2000.
If you do not send instructions, the share equivalents credited to your
account in each Plan will be voted by the trustee in the same proportion that it
votes share equivalents in that Plan for which it did receive timely
instructions.
You may also revoke previously given voting instructions by May 29, 2000 by
filing with the trustee either a written notice of revocation or a properly
completed and signed voting instruction card bearing a later date.
WHAT ARE THE BOARD'S RECOMMENDATIONS?
Unless you give other instructions on your proxy card, the persons named as
proxy holders on the proxy card will vote in accordance with the recommendations
of the Board of Directors. The Board's recommendation is set forth together with
the description of each item in this proxy statement. In summary, the Board
recommends a vote:
- FOR election of the nominated slate of directors (see page 6); and
- FOR ratification of the appointment of Crowe, Chizek and Company LLP as
the Company's independent accountants for fiscal 2000 (see page 12).
With respect to any other matter that properly comes before the meeting, the
proxy holders will vote as recommended by the Board of Directors or, if no
recommendation is given, in their own discretion.
WHAT VOTE IS REQUIRED TO APPROVE EACH ITEM?
ELECTION OF DIRECTORS. The affirmative vote of a plurality of the votes
cast at the meeting is required for the election of directors. A properly
executed proxy marked "WITHHOLD AUTHORITY" with respect to the election of one
or more directors will not be voted with respect to the director or directors
indicated, although it will be counted for purposes of determining whether there
is a quorum.
RATIFICATION OF INDEPENDENT ACCOUNTANTS. For the ratification of the
appointment of Crowe, Chizek and Company LLP as the Company's independent
accountants for fiscal 2000, the affirmative vote of the holders of a majority
of the shares represented in person or by proxy and entitled to vote on the item
will be required. A properly executed proxy marked "ABSTAIN" with respect to
that matter will not be voted, although it will be counted for purposes of
determining whether there is a quorum. Accordingly, an abstention will have the
effect of a negative vote.
If you hold your shares in "street name" through a broker or other nominee,
your broker or nominee may not be permitted to exercise voting discretion with
respect to some of the matters to be acted upon. Thus, if you do not give your
broker or nominee specific instructions, your shares may not be voted on those
matters and will not be counted in determining the number of shares necessary
for approval. Shares represented by such "broker non-votes" will, however, be
counted in determining whether there is a quorum.
2
<PAGE>
STOCK OWNERSHIP
WHO ARE THE LARGEST OWNERS OF THE COMPANY'S SHARES?
Except as set forth below, the Company knows of no one single person or
group that is the beneficial owner of more than 5% of the Company's common
shares.
<TABLE>
<CAPTION>
NAME AND ADDRESS OF AMOUNT AND NATURE OF
BENEFICIAL OWNER BENEFICIAL OWNERSHIP PERCENT OF CLASS
- ------------------- -------------------- ----------------
<S> <C> <C>
Robert S. Dunevant 462,345(1) 9.5%
25993 Far Hills Lane
West Harrison, IN 47060
Douglas T. Breeden 246,564 5.1%
100 Europa Drive
Suite 200
Chapel Hill, N.C. 27514
</TABLE>
- ------------------------
(1) Includes 150,000 shares held in a family partnership over which
Mr. Dunevant has voting and investment power and 130,286 shares held by his
wife. Mr. Dunevant disclaims beneficial ownership over the shares held by
his wife.
HOW MUCH STOCK DO THE COMPANY'S DIRECTORS AND EXECUTIVE OFFICERS OWN?
The following table shows the number of common shares of the Company
beneficially owned (unless otherwise indicated) by the Company's current
directors and nominees for election as directors, the executive officers of the
Company named in the Summary Compensation Table below, and the directors and
executive officers of the Company as a group. Except as otherwise indicated, all
information is as of March 31, 2000.
<TABLE>
<CAPTION>
AGGREGATE NUMBER OF PERCENT OF SHARES
NAME (AGE) SHARES BENEFICIALLY OWNED (1)(2) OUTSTANDING (3)
- ---------- -------------------------------- -----------------
<S> <C> <C>
Eric E. Anderson (40) 30,273 *
John E. Back (70) 66,290 1.4%
William G. Barron (50) 232,442 4.8%
Michael K. Bauer (45) 6,536 *
Dale J. Deffner (67) 132,080 2.7%
Don S. Dunevant, M.D. (44) 47,869 *
Robert S. Dunevant (79) 462,345 9.5%
Philip A. Frantz (55) 18,246 *
Lynn T. Gordon (50) 8,613 *
Rick S. Hartman (44) 43,479 *
Robert E. Hoptry (61) 143,643 2.9%
James L. Saner, Sr. (48) 45,340 *
Daryl R. Tressler (48) 22,300 *
Edward J. Zoeller (55) 6,248 *
All current directors and executive
officers
as a group (14 persons) 1,182,250 24.4%
</TABLE>
- ------------------------
* Represents less than 1% of the Company's outstanding common shares.
(1) The number of shares shown includes shares that are individually or jointly
owned, as well as shares over which the individual has either sole or
shared investment or voting authority. Certain of the
3
<PAGE>
Company's directors and executive officers disclaim beneficial ownership of
some of the shares included in the table, as follows:
- Mr. Barron--12,546 shares held by his wife.
- Mr. Deffner--69,402 shares held by his wife.
- Dr. Dunevant--4,290 shares held by his wife.
- Mr. Dunevant--130,286 shares held by his wife.
- Mr. Frantz--862 shares held by his wife.
- Mr. Hartman--the 4,717 shares held by his wife.
- Mr. Hoptry--1,110 shares held by his wife and 1,029 shares held by him as
custodian for his grandchildren.
- Mr. Saner--1,203 held by his wife.
- Mr. Tressler--2,179 shares held by his wife.
All current directors and executive officers as a group disclaim beneficial
ownership of a total of 228,524 shares.
(2) For executive officers, the numbers include interest in shares held in the
Company's Money Purchase (Retirement) Plan and its 401(k) Plan, with
respect to which participants have voting power: Mr. Bauer--1,773 shares;
Mr. Gordon--1,203 shares; Mr. Hoptry--20,955; Mr. Saner--540 shares;
Mr. Tressler--13,436 shares; and all current executive officers as a
group--38,110 shares.
(3) Based on the number of shares outstanding at March 31, 2000.
ITEM 1--ELECTION OF DIRECTORS
A Board of Directors consisting of 10 members is to be elected at the Annual
Meeting. The Board of Directors proposes that the nominees described below, all
of whom (except for Dr. Dunevant and Mr. Hartman) are currently serving as
directors, be re-elected for a new term of one year and until their successors
are duly elected and qualified. Each of the nominees has consented to serve a
one-year term. If any of them become unavailable to serve as a director, the
Board may designate a substitute nominee. In that case, the persons named as
proxies will vote for the substitute nominee designated by the Board.
WHO ARE THE NOMINEES STANDING FOR ELECTION TO THE BOARD?
The nominees standing for election are:
<TABLE>
<S> <C>
ERIC E. ANDERSON Director since 1999
Mr. Anderson is a part owner and officer of The Anderson Group Insurance and Financial
Services, a general lines insurance agency.
JOHN E. BACK Director since 1998
Mr. Back is the President of Twin Forks Development Corporation, a recreation leasing
development company.
</TABLE>
4
<PAGE>
<TABLE>
<S> <C>
WILLIAM G. BARRON Director since 1989
Mr. Barron is Chairman and President of Wm. G. Barron Enterprises, Inc., a commercial real
estate broker, manager and developer.
DALE J. DEFFNER Director since 1998
Mr. Deffner is retired. Prior to October 1999, Mr. Deffner was a partner in Deffner and
Tebbe Accounting Service, a public accounting firm.
DON S. DUNEVANT, M.D. Proposed New Director
Dr. Dunevant is a family physician. He is the son of current director Robert S. Dunevant,
who is retiring from the Board following the annual meeting.
PHILIP A. FRANTZ Director since 1987
Mr. Frantz is a partner in Coldren & Frantz, a law firm.
RICK S. HARTMAN Proposed New Director
Mr. Hartman is President of The HRH Group, Ltd, a motel management and ownership company.
ROBERT E. HOPTRY Director since 1983
Mr. Hoptry is the Chairman of the Board and the retired President and Chief Executive
Officer of the Company.
JAMES L. SANER, SR. Director since 1998
Mr. Saner is the President and Chief Executive Officer of the Company.
EDWARD J. ZOELLER Director since 1994
Mr. Zoeller is the President of E.M. Cummings Veneer, Inc., a manufacturer of veneered
furniture parts.
</TABLE>
HOW ARE DIRECTORS COMPENSATED?
Each non-employee director receives a retainer based on an annualized rate
of $5,000, together with a fee of $750 per Board meeting attended and $750 per
Committee meeting attended ($500 in the case of the Corporate Loan Committee)
that is held on a day when the Board is not meeting. Mr. Saner, who is also an
employee of the Company, receives no additional compensation for service as a
director.
HOW OFTEN DID THE BOARD MEET DURING FISCAL 1999?
The Board of Directors met 13 times during fiscal 1999. Each director
attended more than 75% of the total of meetings of the Board and Committees on
which he served.
WHAT COMMITTEES HAS THE BOARD ESTABLISHED?
The Board of Directors has standing Executive, Compensation, Audit and
Corporate Loan Committees.
5
<PAGE>
BOARD COMMITTEE MEMBERSHIP
<TABLE>
<CAPTION>
CORPORATE
EXECUTIVE COMPENSATION AUDIT LOAN
NAME COMMITTEE COMMITTEE COMMITTEE COMMITTEE
- ---- --------- ------------ --------- ------------
<S> <C> <C> <C> <C>
Eric E. Anderson
John E. Back M
William G. Barron M C M
Dale J. Deffner M M M
Robert S. Dunevant M M
Philip A. Frantz M C
Robert E. Hoptry C C
James L. Saner, Sr. M M
Edward J. Zoeller M M
</TABLE>
M: Member.
C: Chairman.
Each of the Committees under Indiana law possesses all the powers of the
Board except the power to issue shares, approve mergers or declare dividends
(except at a rate or in a periodic amount or within a price range established by
the Board), and certain other powers specifically reserved by Indiana law to the
Board. The primary functions of the Committees are as follows:
EXECUTIVE COMMITTEE. The Executive Committee exists for the purpose of
reviewing and implementing business policies and making business decisions that
need to be made under circumstances where convening the full Board is not
possible or practical. In fiscal 1999, the Executive Committee held no meetings.
COMPENSATION COMMITTEE. The Compensation Committee is charged with
reviewing the Company's general compensation strategy; establishing salaries and
reviewing benefit programs for the Chief Executive Officer and those persons who
report directly to him; reviewing, approving, recommending and administering the
Company's incentive compensation plans and certain other compensation plans; and
approving certain employment contracts. In fiscal 1999, the Compensation
Committee met three times, each meeting occurring on a day when the Board also
met.
AUDIT COMMITTEE. The Audit Committee is charged with recommending the
appointment of independent accountants; reviewing the arrangements for and scope
of the audit by independent accountants; reviewing the independence of the
independent accountants; considering the adequacy of the system of internal
accounting controls and reviewing any proposed corrective actions; reviewing and
monitoring the Company's policies relating to ethics and conflicts of interests;
discussing with management and the independent accountants the Company's draft
annual financial statements and key accounting and/or reporting matters; and
reviewing the activities and recommendations of the Company's management audit
department. In fiscal 1999, the Audit Committee met five times, each meeting
occurring on a day when the Board also met.
CORPORATE LOAN COMMITTEE. The Corporate Loan Committee exists for the
purpose of providing loan approval and credit oversight of any loan exceeding
$3 million and any loans to any borrower or affiliated borrower group whose
total indebtedness to the Company exceeds $3 million. In fiscal 1999, the
Corporate Loan Committee met eleven times on a day when the Board did not meet.
SECTION 16 BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based upon a review of filings with the Securities and Exchange Commission
and written representations that no other reports were required, the Company
believes that all of the Company's directors and executive officers complied
during fiscal 1999 with the reporting requirements of Section 16(a) of the
Securities Exchange Act of 1934, except that Douglas D. Deppen did not file an
initial report of ownership
6
<PAGE>
of Company shares upon his becoming the principal accounting officer of the
Company in 1998 and such report also was not filed in 1999. Both Mr. Deppen and
the Company were unaware that the principal accounting officer of the Company is
subject to this reporting requirement. This report will be filed by Mr. Deppen
shortly.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company's bank subsidiaries make loans in the ordinary course of
business to directors and executive officers of the Company, and to family
members and other entities with which a director, executive officer or a family
member may be affiliated. These loans are subject to various federal and state
banking laws and are made on substantially the same terms, including interest
rates and collateral, as those provided for comparable transactions with other
persons. The Company believes these loans do not involve more than a normal risk
of collectability or present other unfavorable features. The Company's bank
subsidiaries also provide directors and executive officers and their family
members and other entities with other banking, trust, insurance and other
financial services in the ordinary course of business.
7
<PAGE>
EXECUTIVE COMPENSATION
THE FOLLOWING REPORT OF THE COMPENSATION COMMITTEE AND THE PERFORMANCE GRAPH
INCLUDED ELSEWHERE IN THIS PROXY STATEMENT DO NOT CONSTITUTE SOLICITING MATERIAL
AND SHOULD NOT BE DEEMED FILED OR INCORPORATED BY REFERENCE INTO ANY OTHER
COMPANY FILING UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES EXCHANGE ACT
OF 1934, EXCEPT TO THE EXTENT THE COMPANY SPECIFICALLY INCORPORATES THIS REPORT
OR THE PERFORMANCE GRAPH BY REFERENCE THEREIN.
REPORT OF THE COMPENSATION COMMITTEE
The Compensation Committee of the Board of Directors has furnished the
following report on executive compensation for fiscal 1999.
WHAT IS THE COMPANY'S PHILOSOPHY FOR EXECUTIVE OFFICER COMPENSATION?
The Company's compensation program for executives consist of two key
elements:
- a base salary, and
- a performance-based annual bonus.
The Compensation Committee believes that this two-part approach serves the
interests of the Company and its shareholders. It is intended to enable the
Company to meet the requirements of the highly competitive environment in which
the Company operates. Under this approach, compensation for these officers
involves a proportion of pay that is "at risk"--namely, the annual bonus. The
variable annual bonus permits individual performance to be recognized on an
annual basis, and is based, in significant part, on an evaluation of the
contribution made by the officers to Company performance.
BASE SALARY. Base salaries for the Company's executive officers other than
its chief executive officer, as well as changes in such salaries, are based upon
recommendations by the chief executive officer, James L. Saner, Sr., taking into
account such factors as competitive industry salaries, a subjective assessment
of the nature of the position; the contribution and experience of the officer,
and the length of the officer's service with the Company and its predecessors.
The Compensation Committee then approves or disapproves such recommendations.
ANNUAL BONUS. No bonuses for fiscal 1999 were granted to executive officers
under the Company's annual bonus performance plan. Under the plan, the
Compensation Committee, with input from Mr. Saner, establishes specific annual
"performance targets" for each covered executive officer for a performance
period of one year. No executive officer achieved his performance target in
fiscal 1999.
HOW IS THE COMPANY'S CHIEF EXECUTIVE OFFICER COMPENSATED?
As Chief Executive Officer, Mr. Saner is compensated pursuant to an
employment agreement entered into in May, 1998. The agreement, which extends
through May 31, 2002, subject to earlier termination under certain
circumstances, provides for an annual base salary of at least $165,000. The
annual base salary must also be at least $10,000 more than the annual base
salary paid to any other executive officer of the Company. The Compensation
Committee, without any recommendation from Mr. Saner, determined his annual base
salary for 1999 by taking into account such factors as competitive industry
salaries; a subjective assessment of the nature of the position; and the
contribution and experience of Mr. Saner. Mr. Saner did not earn a bonus under
the annual bonus performance plan described above for fiscal 1999. Mr. Saner was
not paid a bonus in fiscal 1998 because of his receipt of a bonus from
PTC Corporation in 1998.
Members of the Compensation Committee
/s/ William G. Barron (Chairman)
/s/ Dale J. Deffner
/s/ Robert S. Dunevant
/s/ Philip A. Frantz
/s/ Edward J. Zoeller
8
<PAGE>
EMPLOYMENT AGREEMENT WITH JAMES L. SANER, SR.
Mr. Saner serves as Chief Executive Officer of the Company pursuant to an
employment agreement effective May 1, 1998. The agreement provides for Mr.
Saner's employment through May 31, 2002 (subject to earlier termination in
certain circumstances as described below), at an annual base salary of at least
$165,000. The annual base salary also must be at least $10,000 more than the
annual base salary paid to any other executive officer of the Company.
Mr. Saner also is entitled to participate in all bonus and other benefit plans
or programs offered by the Company to any executive officer.
The Company has the right to terminate Mr. Saner's employment at any time
and for any reason. However, unless the termination is for "cause," Mr. Saner is
entitled to receive (subject to his compliance with certain non-competition
provisions described below) his annual base salary for 36 months or the
remainder of the term of the employment agreement, whichever period is shorter.
Mr. Saner also is entitled to participate in the Company's insurance benefit
plans, or alternatively be reimbursed on an after-tax basis for costs to obtain
equivalent insurance coverage, for twelve months following such a termination of
employment.
Mr. Saner has the right to terminate his employment at any time and for any
reason. Unless Mr. Saner terminates his employment for "good reason," the
Company is only required to pay Mr. Saner the base salary and any bonus earned
prior to the termination of employment. If Mr. Saner terminates his employment
for "good reason," the Company is required to make the same payments to him as
if the Company had terminated his employment without "cause." Mr. Saner has the
right to terminate the agreement for "good reason" in the event the Company is
in material breach of any provision of the agreement that is not cured within
ten days' notice from Mr. Saner to the Company.
The Company's obligation to make payments to Mr. Saner following a
termination of employment for "good reason" or without "cause" is subject to
Mr. Saner's compliance with certain non-competition provisions in the agreement.
If Mr. Saner chooses to become associated with a competitor of any of the
Company's banks in violation of these non-competition provisions, the Company's
obligation to continue to make payments to Mr. Saner ceases.
EXECUTIVE COMPENSATION SUMMARY TABLE
The following table sets forth information concerning total compensation
earned or paid to the Chief Executive Officer and the three other most highly
compensated executive officers of the Company who served in such capacities as
of December 31, 1999 and whose total annual salary and bonus exceeded $100,000
(the "named executive officers") for services rendered to the Company during
each of the last three fiscal years or such shorter period during which they
have been employed by the Company.
9
<PAGE>
EXECUTIVE COMPENSATION SUMMARY TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
------------------------------- ALL OTHER
FISCAL COMPENSATION
NAME AND PRINCIPAL POSITIONS YEAR SALARY(1) BONUS (2)
- ---------------------------- -------- --------- -------- ------------
<S> <C> <C> <C> <C>
James L. Saner, Sr.................................... 1999 $185,200 $25,723
President and Chief Executive Officer 1998 115,100 26,373
Michael K. Bauer...................................... 1999 $137,510 $20,438
Chairman, President and Chief 1998 133,500 18,153
Executive Officer, Regional Federal 1997 121,352 $ 7,025 19,311
Savings Bank
Daryl R. Tressler..................................... 1999 $125,600 $23,617
Chairman, President and Chief 1998 121,200 $ 3,000 22,430
Executive Officer, Union Bank and 1997 111,910 5,544 22,316
Trust Company of Indiana
Lynn T. Gordon........................................ 1999 $123,211 $24,931
Chairman, President and Chief 1998 80,271 $10,000 $16,340
Executive Officer, People's Trust
Company
</TABLE>
- ------------------------
(1) Amounts shown include compensation earned by the named executive officers
during 1999, including bonuses generally paid in the year following the
year in which they are earned. The 1998 salaries of Mr. Saner and
Mr. Gordon only reflect the period beginning May 1, 1998, the date each
became employed by the Company.
(2) This column includes the dollar value of perquisites and other personal
benefits for each named executive officer that is required to be reported
under the rules of the Securities and Exchange Commission ("SEC"). The
amounts shown in this column include contributions to the Company's
Retirement Plan and matching contributions by the Company under the 401(k)
Plan as follows: Mr. Saner--$22,991; Mr. Bauer--$17,036;
Mr. Tressler--$19,172; and Mr. Gordon--$18,779.
10
<PAGE>
PERFORMANCE GRAPH
The following performance graph compares the performance of the Company's
Common Shares to the NASDAQ Market Index (U.S.) and the NASDAQ Financial Stocks
Index for the 60 months ended December 31, 1999. The graph assumes an investment
of $100 in each of the Company's Common Shares, the NASDAQ Market Index (U.S.)
and the NASDAQ Financial Stocks Index on December 31, 1994, and also assumes
reinvestment of all dividends.
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
INDIANA UNITED BANCORP NASDAQ MARKET INDEX (U.S.) NASDAQ FINANCIAL STOCKS INDEX
<S> <C> <C> <C>
12/31/94 $100 $100 $100
12/31/95 122.333 141.335 145.685
12/31/96 146.262 173.892 187.027
12/31/97 234.089 213.073 286.108
12/31/98 233.729 300.248 277.729
12/31/99 204.789 542.430 274.634
</TABLE>
<TABLE>
<CAPTION>
12/31/94 12/31/95 12/31/96 12/31/97 12/31/98 12/31/99
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Indiana United Bancorp 100.000 122.333 146.262 234.089 233.729 204.789
NASDAQ Market Index (U.S.) 100.000 141.335 173.892 213.073 300.248 542.430
NASDAQ Financial Stocks Index 100.000 145.685 187.027 286.108 277.729 274.634
</TABLE>
11
<PAGE>
ITEM 2--RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS
The Company has appointed Crowe, Chizek and Company LLP as the Company's
independent accountants for the 2000 fiscal year. Crowe, Chizek and Company LLP
has served as the Company's independent accountants since March 31, 1999.
Services provided to the Company and its subsidiaries by Crowe, Chizek and
Company LLP in fiscal 1999 included the examination of the Company's
consolidated financial statements and consultations on various tax matters.
Representatives of Crowe, Chizek and Company LLP have not been requested by
the Company to be present at the annual meeting and are not expected to be
present to respond to questions or to make any statements.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" RATIFICATION
OF THE APPOINTMENT OF CROWE, CHIZEK AND COMPANY LLP AS THE COMPANY'S INDEPENDENT
ACCOUNTANTS FOR FISCAL 2000.
In the event shareholders do not ratify the appointment, the appointment
will be reconsidered by the Audit Committee and the Board of Directors.
OTHER MATTERS
As of the date of this proxy statement, the Company knows of no business
that will be presented for consideration at the annual meeting other than the
items referred to above. If any other matter is properly brought before the
meeting for action by shareholders, proxies in the enclosed form returned to the
Company will be voted in accordance with the recommendation of the Board of
Directors or, in the absence of such a recommendation, in accordance with the
judgment of the proxy holder.
ADDITIONAL INFORMATION
ADVANCED NOTICE PROCEDURES
Under the Company's bylaws, no business may be brought before an annual
meeting unless it is specified in the notice of the meeting (which includes
shareholder proposals that the Company is required to include in its proxy
statement pursuant to Rule 14a-8 under the Securities Exchange Act of 1934) or
is otherwise brought before the meeting by or at the direction of the Board or
by a shareholder who has delivered notice to the Company (containing certain
information specified in the bylaws) not less than 60 nor more than 90 days
prior to the meeting. These requirements are separate from and in addition to
the SEC's requirements that a shareholder must meet in order to have a
shareholder proposal included in the Company's proxy statement.
SHAREHOLDER PROPOSALS FOR THE 2001 ANNUAL MEETING.
Shareholders interested in submitting a proposal for inclusion in the proxy
materials for the Company's annual meeting of shareholders in 2001 may do so by
following the procedures prescribed in SEC Rule 14a-8. To be eligible for
inclusion, shareholder proposals must be received by the Company's Secretary no
later than December 29, 2000.
PROXY SOLICITATION COSTS
The proxies being solicited hereby are being solicited by the Company. The
cost of soliciting proxies in the enclosed form will be borne by the Company.
Officers and regular employees of the Company may, but without compensation
other than their regular compensation, solicit proxies by further mailing or
personal conversations, or by telephone, telex, facsimile or electronic means.
The Company will, upon request, reimburse brokerage firms and others for their
reasonable expenses in forwarding solicitation material to the beneficial owners
of shares.
By order of the Board of Directors,
[\S\DONALD A. BENZIGER]
Donald A. Benziger
SECRETARY
May 2, 2000
12
<PAGE>
INDIANA UNITED BANCORP
GREENSBURG INDIANA 47240
PROXY FOR 2000 ANNUAL MEETING OF SHAREHOLDERS
(PLEASE COMPLETE, SIGN, DATE AND RETURN PROMPTLY)
The undersigned shareholder of INDIANA UNITED BANCORP ("Company"),
Greensburg, Indiana, does hereby nominate, constitute and appoint DALE J.
DEFFNER, PHILIP A. FRANTZ and EDWARD J. ZOELLER, or any of them (with full
power to act alone), my true and lawful attorney(s) and proxy(ies) with full
power of substitution, for me and in my name, place and stead, to vote all of
the Common Shares of the Company standing in my name on its books at the
close of business on April 14, 2000 at the Annual Meeting of Shareholders to
be held at 201 N. Broadway, Greensburg, Indiana on May 31,2000 at 10:00 a.m.
(Eastern Standard Time), and at any adjournment thereof, with all the powers
the undersigned would possess if personally present, as follows:
1. ELECTION OF DIRECTORS. To elect as directors the following ten (10)
nominees: Eric E. Anderson, John E. Back. William G. Barron, Dale J.
Deffner, Don S. Dunevant, M.D., Philip A. Frantz, Rick S. Hartman,
Robert E. Hoptry, James L. Saner Sr., and Edward J. Zoeller
[ ] FOR all nominees (except as otherwise indicated below)
[ ] WITHHOLD AUTHORITY to vote for all nominees
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
NOMINEE, WRITE THAT NOMINEE'S NAME ON THE LINE BELOW)
_____________________________________________________________________________
2. RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS. To ratify
the appointment of Crowe, Chizek and Company LLP as the Company's
independent accountants for the fiscal year ending December 31, 2000;
and
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. OTHER BUSINESS. To transact such other matters as may properly be
brought before the Annual Meeting or any adjournment thereof.
(The Board of Directors does not know of any such other matters.)
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ALL OF THE NOMINEES
LISTED IN ITEM 1 AND A VOTE "FOR" ITEM 2.
<PAGE>
Information regarding the matters to be acted upon at the meeting is
contained in the Notice of Annual Meeting of Shareholders and Proxy Statement
accompanying this proxy.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS AND WILL BE VOTED AS
SPECIFIED AND IN ACCORDANCE WITH THE ACCOMPANYING PROXY STATEMENT. IF NO
INSTRUCTION IS INDICATED, THEN THE ABOVE-NAMED PROXIES, OR ANY ONE OF THEM,
WILL VOTE THE SHARES REPRESENTED "FOR" ALL OF THE NOMINEES LISTED IN ITEM 1
AND "FOR" ITEM 2, AND IN ACCORDANCE WITH THEIR DISCRETION ON ANY OTHER
BUSINESS THAT MAY PROPERLY COME BEFORE THE MEETING.
IN WITNESS WHEREOF, I have hereunto set my hand this _____ day of
___________, 2000.
_____________________________________ ___________________________
(SIGNATURE OF SHAREHOLDER(S))
PLEASE SIGN ABOVE EXACTLY AS YOUR NAME(S) APPEARS OPPOSITE THE SIGNATURE
LINES. WHEN SIGNING AS ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE OR
GUARDIAN, PLEASE GIVE FULL TITLE. IF MORE THAN ONE TRUSTEE, ALL SHOULD SIGN.
ALL JOINT OWNERS MUST SIGN.
An addressed postage prepaid envelope is enclosed for your convenience in
promptly returning your proxy to the Company.
The prompt return of your proxy will help the Company avoid
additional costs in soliciting proxies.
