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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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 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/ 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:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
OF ILLINI CORPORATION
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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 Tuesday, May 13,
1997, at 10:00 a.m. local time for the purpose of:
l. The election of three 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 1997.
3. Transaction of other business that may be properly brought before the
meeting or any adjournment thereof.
The close of business on April 3, 1997 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
Ronald E. Cramer
Secretary
SPRINGFIELD, ILLINOIS
APRIL 21, 1997
<PAGE>
ILLINI CORPORATION
120 South Chatham Road
Springfield, Illinois 62704
PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 13, 1997
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, Tuesday, May 13, 1997 at Illini Bank, 120 South Chatham Road, Springfield,
Illinois, and any adjournments thereof. The Board of Directors has fixed the
close of business on April 3, 1997, 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.
The proxy provides instructions for voting for all Director nominees or for
withholding authority to vote for one or more Director nominees. Shareholders
have cumulative voting rights in the election of Directors. Accordingly, 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 (3), 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 by the proxy holders at
their discretion FOR the election of the three nominees listed below, FOR the
ratification of approval of KPMG Peat Marwick LLP as independent auditors for
1997 and in the discretion of the proxy holders 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 his proxy by a later proxy or by giving notice of such
revocation to Illini in writing before or at the time of the meeting.
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 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 on Form 10-KSB for 1996 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 April 21, 1997.
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PROPOSAL I -- 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 twelve (12) members. Since Illini's 1996
Annual Meeting of Shareholders and through the mailing date of this proxy
statement, the following five directors have resigned from the Board: Jesse A.
Werner, Jr., Patrick A. Noonan, Robert W. Shaver, Thomas R. Beynon, and Conrad
Noll, III. As a result, the Board of Directors has approved resolutions
reducing the number of directors from 17 to 12.
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
2000:
Messrs. Thomas A. Black, Ronald E. Cramer, and Lawrence B. Curtin
It is expected that 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 for whom authority to vote has not been
withheld unless some other allocation of votes is specified on such proxy.
Notwithstanding the foregoing, the proxy holders reserve the right, exercisable
in their sole discretion, to vote proxies cumulatively so as to elect all or as
many as possible of such Director nominees depending upon circumstances at the
meeting. Whether or not any shares are voted cumulatively, the three persons
receiving the highest number of votes will be elected as Directors. 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 2000:
THOMAS A. BLACK - 59, 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 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.
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Name, Age, Principal Occupation Director of
and other Directorships Illini Since
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RONALD E. CRAMER - 55, 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 - 70, 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.
THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE THREE
DIRECTOR NOMINEES.
CONTINUING DIRECTORS FOR THE TERM ENDING IN 1998:
ROBERT H. GOLDMAN - 72, 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.
BURNARD K. MCHONE - 57, 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 of Geneseo 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 - 66, Retired State Representative 1988
Mr. Olson is a Retired State Representative from the Illinois General
Assembly. He is also a retired farmer. He currently operates a Farm
Management Service for out of state landowners. 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.
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Name, Age, Principal Occupation Director of
and other Directorships Illini Since
-------------------------------------------------------------------
WILLIAM G. WALSCHLEGER JR. - 74, Land Surveyor 1986
Mr. Walschleger is retired as 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 - 72, 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.
CONTINUING DIRECTORS FOR THE TERM ENDING IN 1999:
KENNETH G. DEVERMAN - 47, 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 - 70, Farmer 1994
Mr. Etherton owns and operates a large grain and livestock corn farm. He
also serves as a director of Illini Bank.
JOHN H. PICKRELL - 77, 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.
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, 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.
McHone and Etherton were added to the Board in 1992 and 1994, respectively, upon
reorganization of Illini's corporate structure.
During 1996, the Board of Directors of Illini held six 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. 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
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external and internal audits and their reported results. The present Directors
serving on this Committee are Messrs. Curtin, Pickrell, Cramer, Black, McCubbin
and Etherton. During 1996, the Audit Committee met nine times.
In 1991, the Board established a Compensation Committee, which met two
times during 1996 and consists of Messrs. Black, Walschleger, Williams, 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 bank.
In 1992, the Board established a Shares Committee that did not meet during
1996 and consists of Messrs. Black, Walschleger, Etherton, McHone, Pickrell, 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.
In 1996, the Board established a Nominating Committee which did not meet
during 1996 and consists of Messrs. Black, McHone, Curtin, Olson, and Etherton.
The Nominating Committee was created by Illini to oversee the duties of
nominating a slate for election to the Board of Directors and with reviewing and
determining the qualifications and eligibility of any nominee.
EXECUTIVE OFFICERS
The following table provides information with respect to the executive
officers of Illini as of March 28, 1997, including all positions and offices
with Illini.
NAME AGE OFFICE
- ---------------------------------------------------------------------
Thomas A. Black 59 Chairman of the Board
Burnard K. McHone 57 President and Vice Chairman of the Board
Mark R. Edmiston 38 Chief Financial Officer
Gary W. Boblett 35 Senior Vice President
David J. Schwemmer 45 Vice President
Tony W. McLain 37 Vice President
Ronald E. Cramer 55 Secretary
John H. Pickrell 77 Treasurer
BUSINESS EXPERIENCE OF NON-DIRECTOR EXECUTIVE OFFICERS
MARK R. EDMISTON - 38 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.
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GARY W. BOBLETT - 35 Senior Vice President
Mr. Boblett joined Illini as Senior Vice President in September 1996, and
also serves as Senior Vice President of Illini Bank. Mr. Boblett is
responsible for all the commercial activities of the bank and is the Senior
Loan Officer. Prior to joining Illini, Mr. Boblett held various management
positions in credit administration, compliance review, and with state and
national bank regulatory agencies.
DAVID J. SCHWEMMER - 45 Vice President
Mr. Schwemmer joined the Illini staff in July 1991. He is responsible for
the planning, direction, and day to day operation of the Bank Operations,
Marketing, and Personnel Departments. He is also responsible for the Banks
technology plan. Prior to Illini, he was employed by KPMG Peat Marwick LLP
of St. Louis as a Senior Consultant in their financial institutions
consulting practice. Mr. Schwemmer is a graduate of Southern Illinois
University in Edwardsville with a B.S. in Business Administration with a
specialization in Finance.
TONY W. MCLAIN - 37 Vice President
Mr. McLain has been employed by Illini and Illini Bank for approximately
thirteen 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 is also a graduate of the American Bankers
Association Graduate School of Banking in Madison, Wisconsin. 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 April 1, 1997, 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 (3) Shares of Total
------------------------- ------------------- --------- ---------
<S> <C> <C> <C>
Mae H. Noll 903 South Lincoln Ave. 63,989 (1) 14.27%
Springfield, IL 62704-2338
Ida R. Noll (2) 1190 Williams Blvd. 43,560 9.71%
Springfield, IL 62704-2833
Thomas A. Black 6,749 1.50%
Ronald E. Cramer 2,786 0.62%
Lawrence B. Curtin 2,696 0.60%
Kenneth Deverman 1,108 0.25%
William N. Etherton 8,091 1.80%
Robert H. Goldman 464 0.10%
William B. McCubbin 2,654 0.59%
Burnard K. McHone 3,481 0.78%
Robert F. Olson 2,272 0.51%
John H. Pickrell 4,055 0.90%
William G. Walschleger Jr. 6,217 1.39%
Perry Williams 419 0.09%
All 16 Directors and Executive
Officers as a group 41,145 9.17%
</TABLE>
(1) The information regarding the beneficial ownership of the Common Stock
by this individual is based on a Schedule 13D filed by this individual
with the Securities and Exchange Commission on February 7, 1997.
(2) Ida R. Noll is the daughter-in-law of Mae H. Noll
(3) Provided for beneficial owners of more than five percent of Common
Stock.
EXECUTIVE COMPENSATION
The following table sets forth the compensation for 1996 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 Salary($) Bonus($) Compensation Award(s)($) SARs(#) Payouts($) sation($)
- -------- ---- --------- -------- ------------ ----------- ------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Burnard McHone 1996 $107,000 $1,177 $0 $0 $0 $0 $0
President 1995 $99,546 $0 $0 $0 $0 $0 $0
1994 $98,046 $18,560 $0 $0 $0 $0 $0
</TABLE>
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EMPLOYMENT AGREEMENT
Illini and Illini Bank have entered into an employment agreement with
Burnard K. McHone, effective as of October 30, 1996, under which Mr. McHone
shall be employed until December 31, 1999. Provided the agreement is not
terminated before December 31, 1999, after such date the agreement shall
continue indefinitely until it is replaced in writing or until it is terminated,
except that the severance pay provisions, which shall apply in the case of
termination of Mr. McHone's employment prior to December 31, 1999, shall no
longer be in force. Mr. McHone may terminate the employment agreement at any
time upon 30 days prior notice to Illini.
Under the employment agreement, the base salary of Mr. McHone is $107,000
per year. The Board of Directors of Illini or Illini Bank, or a committee
authorized to act therefor may adjust Mr. McHone's compensation from time to
time. In addition to his base salary, the agreement provides for Mr. McHone's
participation in Illini and Illini Bank's Performance Compensation for
Stakeholders Program (a cash bonus plan) and his participation in such other
benefits as are made available to employees of Illini and Illini Bank (such as
group health, medical and other employee benefit plans).
The employment agreement provides for continuing benefits in the event Mr.
McHone's employment is terminated prior to December 31, 1999. Specifically, Mr.
McHone shall be entitled to severance pay if (a) Illini or Illini Bank terminate
his employment, except for "cause" (I.E., substantial violation of Illini or
Illini Bank's Code of Conduct or its personnel policies in effect from time to
time, substantial violation of laws and regulations applicable to banking and
failure to maintain and perform the personal services set forth in the
employment agreement with professional standards of skill, care and prudence) or
(b) Mr. McHone terminates his employment for "good reason" (I.E., Illini or
Illini Bank decrease his annual base salary or substantially change his job
description o actual duties of employment by Illini or Illini Bank) within six
months of the date of a change of control if Illini and/or Illini Bank as
defined in the Change in Bank Control Act of 1978, as amended, Severance pay
under such circumstances shall be equal to six months of his annual pay and
benefits to which he may be entitled, compensation earned under any compensation
program, employee benefits for which he may qualify at the time of termination,
and reasonable out-placement and reemployment within the financial institutions
industry; provided that, the total severance pay shall not exceed the amount
that Mr. McHone would have received under the employment agreement if it had
continued until its termination on December 31, 1999. Illini or Illini Bank may
terminate the employment agreement at any time without cause by giving Mr.
McHone 30 days' prior written notice.
The agreement with Mr. McHone includes a covenant, which will limit his
ability under certain circumstances to compete with the business of Illini and
Illini Bank during the course of his employment by Illini and Illini Bank.
Furthermore, the agreement restricts Mr. McHone's use of confidential and
proprietary information concerning Illini and Illini Bank obtained in the course
of his employment.
COMPENSATION OF DIRECTORS
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, which is $400 for each Directors' meeting attended and $100 for each
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Loan Committee meeting attended. The Chairman of the Board receives fees in the
amount of one and one-half the amount paid to other Directors.
Illini has authorized expenses to be advanced to Thomas A. Black, a
Director of Illini, in an amount up to $11,075 in connection with his defense of
a shareholder derivative suit filed against him personally and Illini by Mae
Noll, a shareholder owning in excess of 5% of the outstanding securities of
Illini. The lawsuit was voluntarily dismissed in December 1996.
Illini has also authorized expenses to be advanced to Patrick A. Noonan, a
Director of Illini who resigned on October 30, 1996, in the amount of $5,236 in
connection with his defense of litigation threatened against him personally by
Mae Noll, a shareholder owning in excess of 5% of the outstanding securities of
Illini.
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 collectibility 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, 1996 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.
Illini Bank paid legal fees to the Noll Law Office, Springfield, Illinois,
relating primarily to the law firm's representation of the Bank concerning loan
collection and other problem asset matters. Fees paid by Illini Bank to the law
firm totaled $82,982 and $91,937 for the years ended December 31, 1995 and 1996,
respectively. Jon Noll is a principal in this law firm, and he is the husband
of Ida R. Noll and son of Mae H. Noll, persons who own more than 5% of the
outstanding shares of Illini's common stock.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
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 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, 1996 until December 31,
1996, all Section 16(a) filing requirements applicable to its executive
officers, Directors and ten percent shareholders were met.
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PROPOSAL II - - RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
KPMG Peat Marwick LLP, Certified Public Accountants, served as the
Company's independent auditors for the year 1996. The Board of Directors has
retained this firm as Illini's independent auditors for the year 1997, subject
to ratification by shareholders at the Annual Meeting. A representative of KPMG
Peat Marwick LLP 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.
THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR
THE RATIFICATION OF KPMG PEAT MARWICK LLP.
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 1998 Annual
Meeting of Shareholders must be received by Illini at its principal executive
office no later than December 24, 1997. 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-KSB AND THE SCHEDULES THERETO
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION FOR FISCAL YEAR 1996 INCLUDING
THE CONSOLIDATED 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 or any adjournment thereof.
BY RESOLUTION OF THE BOARD OF DIRECTORS
Ronald E. Cramer
Secretary
Date: April 21, 1997
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ILLINI CORPORATION
PLEASE COMPLETE BOTH SIDES OF THE PROXY CARD,
DETACH AND RETURN IN THE ENCLOSED ENVELOPE.
DETACH PROXY CARD HERE
- --------------------------------------------------------------------------------
SOLICITED BY THE BOARD OF DIRECTORS OF ILLINI CORPORATION
The undersigned appoints John H. Pickrell and Ronald E. Cramer, and each of
them as attorneys and proxies with power of substitution to vote, as
indicated hereon, all shares of common stock of Illini Corporation held of
record in the name of, at the close of business on April 3, 1997 and, in
their discretion, to vote on all other matters which may properly come
before the May 13, 1997 Annual Meeting of Shareholders of Illini
Corporation and al el adjourned sessions thereof, all as set forth in the
Notice and Proxy Statement relating to the meeting.
If joint account, each
joint owner should
sign. State title when
signing as executor,
administrator, trustee,
guardian, etc.
DO NOT FOLD
DATED-----------------
SIGNED--------------------------
--------------------------------
<PAGE>
The votes represented by this proxy, if properly executed, will be voted as
indicated by you. If you sign and return the proxy unmarked, such votes will be
voted "FOR" the election of directors, cumulatively for some if the proxies
shall determine at their sole discretion, and "FOR" approval of the appointment
of auditors. No proposal is related to or conditioned on any other proposal.
- -------------------------------------------------------------------------------
DIRECTORS RECOMMEND a Vote FOR Items 1 and 2
- -------------------------------------------------------------------------------
1. ELECTION OF DIRECTORS FOR / / WITHHOLD AUTHORITY / /
all nominees listed to vote for all nominees
below (except as
marked to the
contrary)
Thomas A. Black Ronald E. Cramer
Lawrence B. Curtin
To withhold authority to vote for any individual nominee, strike a line
through the nominee's name in the list above.
2. APPROVAL OF THE APPOINTMENT
OF KPMG PEAT MARWICK LLP AS For Against Abstain
INDEPENDENT PUBLIC / / / / / /
ACCOUNTANTS FOR 1997.
- -------------------------------------------------------------------------------
Please mark you votes with an /X/. Then DATE PROXY AND SIGN ON REVERSE side
exactly as name(s) are shown and return signed proxy in enclosed envelope.
(To be signed on reverse side)
