<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant / /
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 Section 240.14a-11(c) or Section
240.14a-12
ILLINI CORPORATION
- --------------------------------------------------------------------------------
(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/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
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:
------------------------------------------------------------------------
4) Date Filed:
------------------------------------------------------------------------
<PAGE>
- ------------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
OF ILLINI CORPORATION
- ------------------------------------------------------------------------------
TO THE SHAREHOLDERS OF
ILLINI CORPORATION:
The Annual Meeting of Shareholders of Illini Corporation, will be held
at Illini Bank, 120 S. Chatham Road, Springfield, Illinois, on Thursday,
April 18, 1996, at 10:00 a.m. local time for the purpose of:
l. The election of six Directors, each of whom is to hold office
for a term of three years and until their successors have been
duly elected and qualified.
2. The ratification of approval of KPMG Peat Marwick LLP as
independent auditors for 1996.
3. Transaction of whatever other business may be brought before
the meeting or any adjournment thereof.
The close of business on March 11, 1996 has been fixed by the Board of
Directors as the record date for the determination of shareholders entitled
to notice of and to vote at the Annual Meeting.
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE, AND
SIGN THE ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE ENCLOSED STAMPED ENVELOPE.
BY RESOLUTION OF THE BOARD OF DIRECTORS
Jesse A. Werner, Jr.
Secretary
SPRINGFIELD, ILLINOIS
MARCH 29, 1996
<PAGE>
ILLINI CORPORATION
120 South Chatham Road
Springfield, Illinois 62704
PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 18, 1996
This proxy statement is furnished in connection with the solicitation by
the Board of Directors, each a "Director" and collectively, the "Directors" of
Illini Corporation ("Illini"), an Illinois corporation, of proxies for use at
the Annual Meeting of Shareholders of Illini to be held at 10:00 A.M. local
time, Thursday, April 18, 1996 at Illini Bank, 120 South Chatham Road,
Springfield, Illinois, and any adjournments thereof. The Board of Directors has
fixed the close of business on March 11, 1996, as the record date for
determining shareholders entitled to notice of, and to vote at the Annual
Meeting. On the record date, Illini had outstanding 448,456 shares of $10.00
par value common stock (the "Common Stock"), all of which are entitled to vote
at the annual meeting. With respect to the election of Directors, each
shareholder has cumulative voting rights -- that is, each shareholder is
entitled to such number of votes as equals the number of shares owned by him as
of the record date multiplied by the number of Directors to be elected (6), all
of which votes may be cast for one nominee or distributed among two or more
nominees as the shareholder may see fit. There are no state-prescribed
requirements that shareholders must meet prior to making use of cumulative
voting. On all other matters, shareholders are entitled one vote per share.
Shares of Common Stock represented by properly executed proxies received by
Illini will be voted at the meeting in accordance with instructions thereon. If
there are no such instructions, the shares will be voted equally FOR the
election of the six nominees listed below, FOR the ratification of approval of
KPMG Peat Marwick, LLP as independent auditors for 1996 and in the discretion of
the proxies on other matters. Abstentions and broker nonvotes are counted as
shares present for determination of a quorum but are not counted as affirmative
or negative votes on any item to be voted upon and are not counted in
determining the amount of shares voted on any item. A shareholder may revoke
this proxy by a later proxy or by giving notice of such revocation to Illini in
writing or in an open meeting before such proxy is voted. Attendance at the
meeting will not in and of itself constitute the revocation of a proxy.
The cost of solicitation of proxies will be paid by Illini. In addition to
the solicitation by mail, officers, Directors and regular employees of Illini
may solicit proxies by telephone, telegram or by personal interviews. Such
persons will receive no additional compensation for such services. Brokerage
houses, nominees, fiduciaries and other custodians will be requested to forward
soliciting material to the beneficial owners of shares held of record by them
and will be reimbursed for their reasonable expenses.
A copy of Illini's Annual Report for 1995 is enclosed, but is not
incorporated into this proxy statement or made a part of the proxy soliciting
material. The approximate date on which this proxy statement and form of proxy
was first sent to shareholders was March 29, 1996.
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ELECTION OF DIRECTORS
Under Illini's Articles of Incorporation, as amended, the Board of
Directors is divided into three classes approximately equal in number. The Board
of Directors presently consists of seventeen (17) members.
Each year the shareholders are asked to elect the members of a class for a
term of three years. The Board of Directors, therefore, recommends the following
nominees for election as Directors for a term ending at the Annual Meeting in
1999:
Messrs. Kenneth G. Deverman, William N. Etherton, Patrick A. Noonan,
John H. Pickrell, Robert W. Shaver and Jesse A. Werner, Jr.
All shares of Common Stock represented by an executed proxy in the
accompanying form will be voted equally for the election of the persons listed
above as Directors unless some other allocation of votes is specified in such
proxy. The affirmative vote of a majority of shares of common stock present in
person or by proxy and entitled to vote at the meeting is necessary to elect
each nominee. The Board of Directors has no reason to believe that any of the
nominees will not be available to serve if elected. However, if any of the
nominees are not available to serve if elected, proxies may be voted for
election of other persons selected by the Board of Directors.
DIRECTORS AND EXECUTIVE OFFICERS
The information on the following page is provided with respect to each
nominee for Director and each Director whose term of office extends beyond the
date of the Annual Meeting and who will continue in office for their existing
terms. On November 4, 1993, Illini Bank East, Illini Bank Menard County, and
Illini Bank North were merged with, into, and under the charter of Illini Bank,
a wholly-owned subsidiary of Illini (the "Illini Banks Merger"). As discussed
herein, certain of the Directors were directors of the Illini Banks prior to the
Illini Bank Merger.
Name, Age, Principal Occupation Director of
and other Directorships Illini Since
-----------------------------------------------------------
NOMINEES FOR THE TERM ENDING IN 1999:
KENNETH G. DEVERMAN - 46, Farmer 1987
Mr. Deverman is a grain and livestock farmer in Greenview. He served
as a director of Illini Bank of Menard County until the Illini Banks Merger
was completed.
WILLIAM N. ETHERTON - 67, Farmer 1994
Mr. Etherton owns and operates a large seed corn farm. He also serves
as a director of Illini Bank.
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Name, Age, Principal Occupation Director of
and other Directorships Illini Since
-----------------------------------------------------------
PATRICK A. NOONAN - 66, Investment Firm Manager 1991
Mr. Noonan is a Senior Vice President and Springfield Branch Manager
of the investment firm of Dean Witter Reynolds Inc. Mr. Noonan, a retired
Captain of the United States Navy Reserve, continues to serve as a
director and Chairman of Board of Illini Bank. In addition, Mr.
Noonan serves as Vice Chairman of the Board of Illini and has held
this position since 1991.
JOHN H. PICKRELL - 76, Farm Manager 1983
Mr. Pickrell currently operates a farm and is engaged in farm
management. He was appointed as a director and Treasurer of Illini
Bank upon consummation of the Illini Banks Merger. Mr. Pickrell is also
Treasurer of Illini and has held such position since 1983.
ROBERT W. SHAVER - 57, Real Estate 1983
Mr. Shaver is a realtor with Coldwell Banker Perfect Address John B.
Clark Realtors, Inc. Mr. Shaver previously served as President of Illini
Bank from its consolidated organization in June of 1988 until April 1991.
He also serves as a Vice President and director of Midland Community Bank.
Mr. Shaver served as Senior Vice President of Illini Corporation from April
1991 to February 1993 and resigned from that position effective March 1,
1993. Mr. Shaver then served as a bank manager of Illini Bank until his
retirement in April 1994. Mr. Shaver and Mr. Conrad Noll, III are
brothers-in-law.
JESSE A. WERNER, Jr. - 59, Business Owner 1983
Mr. Werner is President of Champion Gas & Oil Company, Vice President
of Arrow Trailer and Equipment Co., and Vice President of Waco Leasing Co.
He served as President of Illini Bank-Danvers until August of 1991, and
subsequently as a director of Illini Bank-North until the Illini Banks
Merger was completed. Mr. Werner also served as a Director of the Peoples
Bank of Springfield until the sale of the bank in August 1993 to an
unaffiliated third party. He continues to serve as a director of Illini
Bank and was appointed Secretary effective with the consummation of the
Illini Banks Merger. Mr. Werner also presently serves as Secretary of
Illini and has held such position since 1983.
CONTINUING DIRECTORS FOR THE TERM ENDING IN 1997:
THOMAS R. BEYNON - 70, Realtor 1983
Mr. Beynon owns and operates Beynon Real Estate Company, Divernon,
Illinois. He retired as President of Illini Bank-Coffeen in 1991. Mr.
Beynon also served as a director and President of Peoples Bank of
Springfield until August 4, 1993 when the Bank was sold to an unaffiliated
third party. Mr. Beynon also serves as a director of Illini Bank and
Midland Community Bank.
3
<PAGE>
Name, Age, Principal Occupation Director of
and other Directorships Illini Since
-----------------------------------------------------------
THOMAS A. BLACK - 58, Management 1983
Mr. Black holds a management position with Caterpillar Tractor
Company. He served as a director of Illini Bank-East until the Illini
Banks Merger was consummated, and now serves as a director and Vice
Chairman of the Board of Illini Bank. Mr. Black also serves as
Chairman of the Board of Illini and has held such position since 1983.
RONALD E. CRAMER - 54, Real Estate 1987
Mr. Cramer operates a real estate management and construction
business. He previously served as President of Illini Bank of Menard
County until August of 1991 and as a director and Chairman of the Board of
Illini Bank of Menard County until the Illini Bank Merger was completed.
Mr. Cramer currently serves as a director of Illini Bank.
LAWRENCE B. CURTIN - 69, Farmer 1983
Mr. Curtin owns and operates a large corn and soybean farm. He served
as a director and Chairman of the Board of Illini Bank-East until the
Illini Banks Merger was completed. He also serves as a director of Illini
Bank.
CONRAD NOLL, III - 52, Real Estate 1992
Mr. Noll, III is an independent Springfield realtor. He sits on the
Board of Springfield's Prairie Capitol Convention Center. Mr. Noll served
as a director of Illini Bank-East, Illini Bank-North, and Illini Bank of
Menard County, until the Illini Banks Merger was completed. He continues
to serve as a Director of Illini Bank.
CONTINUING DIRECTORS FOR THE TERM ENDING IN 1998:
ROBERT H. GOLDMAN - 71, Labor Relations Specialist 1983
Mr. Goldman currently works for the State of Illinois, Department of
Central Management Services. Prior to this, he owned and operated a retail
office supply business. Mr. Goldman also serves as a member of the
Springfield Board of Education.
WILLIAM B. MCCUBBIN - 59, Farmer 1983
Mr. McCubbin owns and operates a large seed corn farm. He served as a
director of Illini Bank-Coffeen until its directorate consolidation in
August of 1991.
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<PAGE>
Name, Age, Principal Occupation Director of
and other Directorships Illini Since
-----------------------------------------------------------
BURNARD K. MCHONE - 56, Banking Executive 1992
Mr. McHone assumed the position of President of Illini effective
January 1, 1992 and was subsequently elected a Director at the 1992 Annual
Meeting. Prior to accepting these positions, Mr. McHone had over 15 years
of bank management experience as President, Chairman and Controller of
Farmers National Bank and Farmers National Bancorp, Inc. Effective with the
consummation of the Illini Banks Merger, Mr. McHone was appointed as a
Director and President of Illini Bank.
ROBERT F. OLSON - 64, Retired State Representative 1988
Mr. Olson is a Retired State Representative with the State of
Illinois. He served as a director and Chairman of the Board of Illini
Bank-North until the Illini Banks Merger. Mr. Olson now serves as a
director of Illini Bank.
WILLIAM G. WALSCHLEGER JR. - 73, Land Surveyor 1986
Mr. Walschleger is the owner and operator of Walschleger Land
Surveyors. He served as Chairman of the Board of Illini Bank-Danvers until
the August 1991 directorate consolidation. He continues to serve as a
director of Illini Bank.
PERRY WILLIAMS - 71, Retired 1988
Mr. Williams is a retired property manager, formerly employed by the
State of Illinois. He served as a director of Illini Bank-North until the
consummation of the Illini Banks Merger.
Each nominee and continuing Director has held the position indicated since
Illini was chartered in 1983, with the exception of William G. Walschleger Jr.,
Ronald E. Cramer, Kenneth G. Deverman, Robert F. Olson, Perry Williams, Burnard
McHone, Conrad Noll, III, and William N. Etherton. Messr. Walschleger was added
to the Board of Directors of Illini in 1986 upon consummation of Illini's
acquisition of Sherman Banc Shares, Inc. Likewise, Messrs. Cramer and Deverman
were added to Illini's Board in 1987 upon consummation of Illini's acquisition
of Greenview Banc Shares, Inc. Messrs. Olson and Williams were added to the
Board in 1988 upon consummation of Illini's acquisition of Elkhart Banc Shares,
Inc. Messrs. Noonan, McHone, Noll, and Etherton were added to the Board in
1991, 1992, 1992, and 1994, respectively, upon reorganization of Illini's
corporate structure.
During 1995, the Board of Directors of Illini held four meetings. Each of
the current Directors attended more than 75% of the total number of meetings of
the Board of Directors and of all Committees of which the Director was a member.
The Board of Directors has established Committees to assist in the
discharge of its responsibilities, however, the Board does not have a Nominating
Committee. In 1989, the Audit Committee was established and assigned the
responsibility of oversight of the external and internal audit functions.
Accordingly, this Committee enters into engagement agreements with Illini's
external auditors and monitors the progress and scope of external and internal
audits and their
5
<PAGE>
reported results. The present Directors serving on this Committee are Messrs.
Curtin, Pickrell, Cramer, Black, McCubbin and Etherton. During 1995, the
Audit Committee met four times.
In 1991, the Board established a Compensation Committee which met two times
during 1995 and consists of Messrs. Black, Noonan, Walschleger, Williams, Noll,
Goldman, and Olson. This Committee was created by Illini to oversee and control
all administration of employee compensation and benefit matters for Illini and
its subsidiary banks.
In 1992, the Board established a Shares Committee which did not meet during
1995 and consists of Messrs. Black, Werner, Beynon, Walschleger, Etherton, Noll,
Noonan, McHone, Pickrell, Shaver and Cramer. The Shares Committee was
established for the principal purpose of representing the ownership interests of
the Company's shareholders. In addition, the Committee shall be responsible for
continuously reviewing the trading in the capital shares of the Company and
reporting thereon to the full Board.
EXECUTIVE OFFICERS
The following table provides information with respect to the executive
officers of Illini as of March 29, 1996, including all positions and offices
with Illini.
Name Age Office
- -------------------------------------------------------------------
Thomas A. Black 58 Chairman of the Board
Patrick A. Noonan 66 Vice Chairman of the Board
Burnard K. McHone 56 President
Mark R. Edmiston 37 Chief Financial Officer
C. Fred Jessup 38 Senior Vice President
David J. Schwemmer 44 Vice President
Tony W. McLain 36 Vice President
Jesse A. Werner Jr. 59 Secretary
John H. Pickrell 76 Treasurer
BUSINESS EXPERIENCE OF NON-DIRECTOR EXECUTIVE OFFICERS
MARK R. EDMISTON - 37 Chief Financial Officer
Mr. Edmiston joined Illini Corporation as Chief Financial Officer ("C.F.O.")
in November 1995, and also serves as C.F.O. for Illini Bank. Prior to
joining Illini, Mr. Edmiston held various management positions in
finance and accounting with other bank holding companies. Mr. Edmiston
is a Certified Public Accountant with a B.S. in Accounting from Illinois
State University.
C. FRED JESSUP - 38 Senior Vice President
Mr. Jessup held the position of Chief Lending Officer from November 1987
until January 1992 when he was appointed as Senior Vice President of
Illini. Mr. Jessup also serves as the Senior Vice President of Illini
Bank.
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<PAGE>
DAVID J. SCHWEMMER - 44 Vice President
Mr. Schwemmer joined the Illini staff in July 1991. He oversees the
operations center and administers the compensation and benefits program.
He was previously employed by the auditing and consulting firm of KPMG
Peat Marwick in their financial institutions consulting practice. Mr.
Schwemmer is a graduate of Southern Illinois University in Edwardsville
with a B.S. in Business Administration/Finance. Mr. Schwemmer also
serves as Vice President and Senior Operations Officer of Illini Bank.
TONY W. MCLAIN - 36 Vice President
Mr. McLain has been employed by Illini and Illini Bank for approximately
twelve years. He was promoted to Vice President in 1993. Mr. McLain is
a graduate of Illinois College with a B.S. in Business Administration
and Sociology. Mr. McLain also serves as Vice President Retail Services
of Illini Bank.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of March 1, 1995, with
respect to all shareholders known to Illini to have been the beneficial
owners of more than five percent of its Common Stock and the shares of Common
Stock of Illini beneficially owned by each Director and by all Directors and
executive officers of Illini as a group based upon information received from
such persons. Beneficial ownership of securities generally means the power to
vote or dispose of securities, regardless of any economic interest. Unless
otherwise indicated, all persons shown in the table below have sole voting
and dispositive power or share voting and dispositive power with members of
their immediate families with respect to the number of shares listed next to
their names.
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<TABLE>
<CAPTION>
Common Stock Beneficially Owned
--------------------------------
Number of Percentage
Name of Beneficial Owner Address (5) Shares of Total
- ------------------------ --------------------------- --------- ----------
<S> <C> <C> <C>
Mae H. Noll (1) 903 South Lincoln Ave. 106,074 23.65%
Springfield, IL 62704-2338
Ida R. Noll (2) 1190 Williams Blvd. 43,560 9.71%
Springfield, IL 62704-2833
Thomas R. Beynon 18,486 4.12%
Thomas A. Black 4,567 1.02%
Ronald E. Cramer 11,100 2.48%
Lawrence B. Curtin 2,696 0.60%
William N. Etherton 8,091 1.80%
Kenneth Deverman 735 0.16%
Robert H. Goldman 864 0.19%
William B. McCubbin 2,586 0.58%
Burnard K. McHone 2,231 0.50%
Conrad Noll, III (3) 12,924 2.88%
Patrick A. Noonan 12,665 2.82%
Robert F. Olson 2,212 0.49%
John H. Pickrell 4,055 0.90%
Robert W. Shaver (4) 15,615 3.48%
William G. Walschleger Jr. 6,397 1.43%
Jesse A. Werner Jr. 17,580 3.92%
Perry Williams 419 0.09%
All 21 Directors and Executive
Officers as a group 125,514 27.99%
</TABLE>
(1) Includes 43,560 shares held by Ida R. Noll, pursuant to a power of
attorney for voting rights granting to Mae H. Noll. With respect to
these shares, the power of attorney expires on January 1, 1997.
(2) Ida R. Noll has granted to Mae H. Noll a power of attorney to vote
her shares. Ida R. Noll is the daughter-in-law of Mae H. Noll.
(3) Conrad Noll, III is the son of Mae H. Noll.
(4) Robert W. Shaver is the son-in-law of Mae H. Noll.
(5) Provided for beneficial owners of more than five percent of Common
Stock.
The Federal Reseve Board is considering whether certain shareholders of
Illini are acting in concert with each other for the purpose of acquiring
shares of Common Stock of Illini and, if so, whether such shareholders are in
compliance with the Bank Holding Company Act and Change in Bank Control Act.
EXECUTIVE COMPENSATION
Illini believes that shareholders should be provided information about
executive compensation that is easier to understand and more relevant,
consistent with the newly adopted proxy rules of the Securities and Exchange
Commission. Illini voluntarily incorporates this
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<PAGE>
information in the interest of allowing shareholders to more effectively
evaluate the relationship between executive compensation and shareholder
value.
The following table sets forth the compensation for 1995 awarded to or
earned by the Chief Executive Officer of the Company.
<TABLE>
<CAPTION>
Summary Compensation Table
--------------------------
Annual Compensation Long Term Compensation
------------------- ----------------------
Name
and Other Restricted All Other
Principal Annual Stock Options LTIP Compen-
Position Year(1) Salary($) Bonus($) Compensation Award(s)($) SARs(#) Payouts($) sation($)
--------- ------- --------- -------- ------------ ----------- ------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Burnard McHone
President 1995 $99,546 $0 $0 $0 $0 $0 $0
1994 $98,046 $18,560 $0 $0 $0 $0 $0
1993 $67,980 $0 $0 $0 $0 $0 $0
</TABLE>
(1) Burnard McHone was appointed President of Illini, effective January
1, 1992 and entered into a five-year contract regarding such employment.
This agreement provides for at-will employment, for compensation that may be
adjusted by the Board of Directors (other than Mr. McHone) and for certain
disability and other benefits. This agreement may be terminated at any time.
Directors of Illini receive $200 for each Directors' meeting attended and
$100 for each Committee meeting attended on which they serve. Those Directors
who also serve as salaried officers of Illini do not receive Directors' fees
from Illini. Certain Directors also receive fees as a director of Illini's
subsidiary.
TRANSACTIONS WITH DIRECTORS, EXECUTIVE OFFICERS AND ASSOCIATES
Since January 1, 1993, some of the Directors and executive officers of
Illini (and members of their immediate families and corporations, organizations
and trusts with which these individuals are associated) have been indebted to
one or more of the subsidiary banks in amounts of $60,000 or more. All such
loans were made in the ordinary course of business, did not involve more than
normal risk of collectability or present other unfavorable features, and were
made on substantially the same terms, including interest rates and collateral
requirements, as those prevailing at the same time for comparable loan
transactions with unaffiliated persons. No such loan was classified by any of
the subsidiary banks as of December 31, 1995 as a non-accrual, past due,
restructured or potential problem loan.
Outside of normal customer relations, none of the Directors, executive
officers, or 5% shareholders of Illini (or members of their immediate families)
currently maintains or has maintained since January 1, 1993, any significant
business or personal relationship with Illini or any of its subsidiaries other
than such as might arise by virtue of such person's ownership interest in, or
position with, Illini.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires Illini's
executive officers and Directors, and persons who own more than ten percent of a
registered class of Illini's equity securities, to file reports of ownership on
Form 3 and changes in ownership on Form 4 or 5 with the Securities and Exchange
Commission (the "SEC"). Such executive officers, Directors and ten
9
<PAGE>
percent shareholders are also required by SEC rules to furnish the Company
with copies of all Section 16(a) forms that they file.
Based solely on a review of the copies of such forms received by Illini,
Illini believes that, during the period from January 1, 1995 until December 31,
1995, all Section 16(a) filing requirements applicable to its executive
officers, Directors and ten percent shareholders were met.
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
KPMG Peat Marwick LLP, Certified Public Accountants, served as the
Company's independent auditors for the year 1995. The Board of Directors has
retained this firm as Illini's independent auditors for the year 1996, subject
to ratification by shareholders at the Annual Meeting. The Board of Directors
unanimously recommends a vote FOR this proposal. A representative of KPMG Peat
Marwick will be present at the annual meeting, will be available to respond to
questions of shareholders, and will be permitted to make a statement if he
desires to do so.
SHAREHOLDER PROPOSALS
If shareholders' proposals are to be considered for inclusion in Illini's
Proxy Statement for a forthcoming annual meeting of Illini's shareholders, such
proposals must be submitted on a timely basis and the proposals and proponents
thereof otherwise must meet the requirements established by the Securities and
Exchange Commission for shareholder proposals. Proposals for the 1997 Annual
Meeting of Shareholders must be received by Illini at its principal executive
office no later than November 29, 1996. Any such proposals, together with
supporting statements, should be directed to the Secretary of Illini.
ADDITIONAL INFORMATION AVAILABLE
UPON WRITTEN REQUEST, WITHOUT CHARGE TO ANY SHAREHOLDER, ILLINI WILL
PROVIDE A COPY OF ITS ANNUAL REPORT ON FORM 10-K AND THE SCHEDULES THERETO FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION FOR FISCAL YEAR 1995 INCLUDING THE
FINANCIAL STATEMENTS AND SCHEDULES THERETO. ALL SUCH INQUIRIES SHOULD BE
DIRECTED TO MARK R. EDMISTON, CHIEF FINANCIAL OFFICER, ILLINI CORPORATION, 120
SOUTH CHATHAM ROAD, SPRINGFIELD, ILLINOIS, 62704.
OTHER BUSINESS
The Board of Directors of Illini is not aware of any other matters that may
come before the Annual Meeting of Shareholders. However, the proxies may be
voted with discretionary authority with respect to any other matters that may
properly come before the Meeting.
BY RESOLUTION OF THE BOARD OF DIRECTORS
Jesse A. Werner, Jr.
Secretary
Date: March 29, 1996
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<PAGE>
ILLINI CORPORATION
Annual Meeting of Shareholders, April 18, 1996
This proxy is solicited by the Board of Directors of Illini
The undersigned hereby appoints Patrick A. Noonan, John H. Pickrell, and Jesse
A. Werner, Jr., and each of them, with full power to act alone, the true and
lawful attorneys-in-fact and proxies of the undersigned, with full power of
substitution and revocation, and hereby authorizes them to vote all shares of
common stock of Illini Corporation, Springfield, Illinois (the "Company") which
the undersigned is entitled to vote at the annual meeting of the shareholders of
the Company to be held at the Illini Bank at 120 South Chatham Road,
Springfield, Illinois on Thursday, April 18, 1996, at 10:00 a.m., local time,
and at any and all adjournments thereof, with all the powers the undersigned
would possess if personally present, as follows:
1. Election of six Directors (Check either "A" or "B" below, and if you check
"B", give specific voting instructions):
( ) A. FOR the nominees listed below (your shares will be voted equally for
the listed nominees).
NOMINEES:
Kenneth G. Deverman Patrick A. Noonan Robert W. Shaver
William N. Etherton John H. Pickrell Jesse A. Werner, Jr.
( ) B. OTHER (Your shares will be voted as you specifically indicate below.
Give number of votes, if any, to be voted for each nominee. Please
read the "Note" below).
NOMINEES:
( ) Kenneth G. Deverman ( ) Patrick A. Noonan ( ) Robert W. Shaver
( ) William N. Etherton ( ) John H. Pickrell ( ) Jesse A. Werner, Jr.
2. FOR the ratification of approval of KPMG Peat Marwick LLP as Illini's
independent auditor for 1996.
3. In their discretion, such attorneys-in-fact and proxies are authorized to
vote upon such other business as may properly come before the meeting or
any adjournment thereof.
NOTE: As a shareholder in the Company, you have cumulative voting rights with
respect to the election of Directors of the Company. Cumulative voting means
that you are entitled to as many votes as equals the number of shares of Company
stock owned by you multiplied by the number of Directors to be elected (six).
All such votes may be cast for a single nominee or may be distributed between or
among any two or more nominees as you see fit. A zero next to the name of any
nominee indicates that you are exercising your right to withhold authority to
vote for such nominee.
<PAGE>
(continued from other side)
This proxy, when properly executed, will be voted as directed herein by the
undersigned. If no direction is given, this proxy will be voted "FOR" the
nominees for directors (alternative "A" in Item 1).
Signature _____________________________
Signature _____________________________
Date ___________________________ , 1996
You are requested to complete, sign, date and return this proxy promptly. All
joint owners must sign. Persons acting as executors, administrators, trustees,
corporate officers, or in other representative capacities should so indicate.
