<PAGE>
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:
------------------------------------------------------------------------
<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, 3200 West Iles Avenue, Springfield, Illinois, on Thursday, April 16, 1998,
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 1998.
3. Transaction of other business that may be properly brought before
the meeting or any adjournment thereof.
The close of business on March 20, 1998 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
MARCH 20, 1998
<PAGE>
ILLINI CORPORATION
3200 West Iles Avenue
Springfield, Illinois 62707
PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 16, 1998
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 16, 1998, at Illini Bank, 3200 West Iles Avenue,
Springfield, Illinois, and any adjournments thereof. The Board of Directors
has fixed the close of business on March 20, 1998, as the record date for
determining shareholders entitled to notice of, and to vote at the Annual
Meeting. On the record date, Illini had 448,456 outstanding shares of $10.00
par value common stock (the "Common Stock"), all of which are entitled to
vote at the annual meeting. This proxy statement and form of proxy are first
being mailed to Illini's shareholders on or about March 20, 1998.
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 (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 by the proxy
holders at their discretion FOR the election of the six nominees listed
below, FOR the ratification of approval of KPMG Peat Marwick LLP as
independent auditors for 1998 and in the discretion of the proxy holders on
other matters. Abstentions and broker non-votes 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.
1
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A copy of Illini's Annual Report on Form 10-KSB for 1997 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 23, 1998.
PROPOSAL I -- ELECTION OF DIRECTORS
Under Illini's Articles of Incorporation, as amended, the Board of Directors
is divided into three classes. The Board of Directors presently consists of
twelve (12) members. As a result of the unfortunate death of Director Robert
Goldman in May 1997, the Board of Directors approved the appointment of N.
Ronald Thunman to replace Goldman's seat on the Board of Directors on a
temporary basis until he is officially elected at the Annual Meeting.
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 2001:
Messrs. William B. McCubbin, Burnard K. McHone, Robert F. Olson,
N. Ronald Thunman, William G. Walschleger, and Perry Williams
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 six 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.
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<PAGE>
THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE SIX DIRECTOR
NOMINEES.
Name, Age, Principal Occupation Director of
and Other Directorships Illini Since
- ------------------------------------------------------------------
NOMINEES FOR THE TERM ENDING IN 2001:
WILLIAM B. MCCUBBIN - 60, Farmer 1983
Mr. McCubbin has engaged in farming in Sangamon County since 1961. He
served as a director of Illini Bank-Coffeen until its consolidation with
Illini Bank in 1991 and 1993.
BURNARD K. MCHONE - 58, Banking Executive 1992
Mr. McHone assumed the position of President of Illini on 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 merger of Illini Bank in 1993, Mr. McHone was
appointed as a Director and President of Illini Bank.
ROBERT F. OLSON - 67, Retired State Representative 1988
Mr. Olson has been retired as State Representative from the Illinois
General Assembly since 1994. 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.
N. RONALD THUNMAN - 66, President of CAE Electronics 1997
Mr. Thunman is the President of CAE Electronics Corporation in Leesburg,
Virginia since March 1995. Previously, Mr. Thunman was Chairman of the
Board of Directors of ABB Government Services Corporation from 1990 through
1995. Mr. Thunman is a retired Vice Admiral from the United States Navy.
Mr. Thunman serves as an advisory board member of Illini Bank.
WILLIAM G. WALSCHLEGER JR. - 75, Retired Land Surveyor 1986
Mr. Walschleger has owned Walschleger Land Surveyors since 1963. Mr.
Walschleger operated the business until his retirement in 1995. 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.
3
<PAGE>
Name, Age, Principal Occupation Director of
and Other Directorships Illini Since
---------------------------------------------------------------
PERRY WILLIAMS - 73, Retired 1988
Mr. Williams retired in 1986 as a property manager, formerly employed by
the State of Illinois. He served as President of the Elkhart Bank before
its merger. 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 - 48, Farmer 1987
Mr. Deverman has been a grain and livestock farmer in Greenview since 1972.
He served as a director of Illini Bank of Menard County until the Illini
Banks Merger was completed.
WILLIAM N. ETHERTON - 71, Farmer 1994
Mr. Etherton owns and operates a large grain and livestock farm and has
been in farming his entire life. He also serves as a director of Illini
Bank.
JOHN H. PICKRELL - 78, Farm Manager 1983
Mr. Pickrell has operated a farm and has been engaged in farm management
since 1978. 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.
CONTINUING DIRECTORS FOR THE TERM ENDING IN 2000:
THOMAS A. BLACK - 60, Management 1983
Mr. Black has been employed by Caterpillar Tractor Company since 1956 and
has held a management position since 1973. 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.
RONALD E. CRAMER - 56, Real Estate 1987
Mr. Cramer has operated a real estate management and construction business
for the majority of his life. 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 Banks Merger
was complete. Mr. Cramer now serves as a director and Secretary for both
Illini and Illini Bank.
4
<PAGE>
Name, Age, Principal Occupation Director of
and Other Directorships Illini Since
-------------------------------------------------------------------------
LAWRENCE B. CURTIN - 71, Farmer 1983
Mr. Curtin owns and operates a large corn and soybean farm and has
been in farming his entire life. 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.
Messrs. McCubbin, Pickrell, Black, and Curtin have each held the position
indicated since Illini was chartered in 1983. Mr. 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. Mr. Thunman was added to the
Board of Directors of Illini in 1997 to replace the seat vacated by the death of
Robert Goldman.
During 1997, the Board of Directors of Illini held eleven 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 they were members.
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 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 five times.
In 1991, the Board established a Compensation Committee, which met two times
during 1997 and consists of Messrs. Black, Deverman, Olson, Walschleger, and
Williams. 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 1997
and consists of Messrs. Black, Cramer, Etherton, McHone, Pickrell, and
Walschleger. 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 met five times
during 1997 and consists of Messrs. Black, Cramer, Curtin, Etherton, McHone, and
Olson. 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.
5
<PAGE>
EXECUTIVE OFFICERS
The following table provides information with respect to the executive officers
of Illini as of March 20, 1998 (or earlier), including all positions and offices
with Illini.
<TABLE>
<CAPTION>
Name Age Office
- ---------------------------------------------------------------------------
<S> <C> <C>
Thomas A. Black 60 Chairman of the Board
Burnard K. McHone 58 President and Vice Chairman of the Board
Ronald E. Cramer 56 Secretary
William B. McCubbin 60 Assistant Secretary
John H. Pickrell 78 Treasurer
Gary W. Boblett 36 Chief Operating Officer
Tony W. McLain 38 Vice President
</TABLE>
BUSINESS EXPERIENCE OF NON-DIRECTOR EXECUTIVE OFFICERS
GARY W. BOBLETT - 36 Chief Operating Officer
Mr. Boblett joined Illini and Illini Bank in September 1996 as Senior Vice
President responsible for all the commercial activities of the bank and
Senior Loan Officer. In October 1997, he was promoted to Chief Operating
Officer and added the Operations Department to his responsibilities. From
1994 to 1996, Mr. Boblett served as Senior Vice president and Manager of
credit risk for a $1.7 billion multi-bank holding company. From 1987 to
1994, Mr. Boblett was a Field Manager and National Bank Examiner for the
Office of the Comptroller of the Currency.
TONY W. MCLAIN - 38 Vice President
Mr. McLain joined Illini in May of 1983. He worked for different banks
within Illini until February of 1987 when he was named CEO of Auburn
Peoples Bank. Upon consummation of the Illini Banks merger, Mr. McLain
was named Vice President of Retail Services for Illini and Illini Bank.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of February 12, 1998, 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.
6
<PAGE>
<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. 43,663 9.74%
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%
William B. McCubbin 2,654 0.59%
Burnard K. McHone 3,181 0.71%
Robert F. Olson 2,272 0.51%
John H. Pickrell 4,055 0.90%
N. Ronald Thunman 100 0.02%
William G. Walschleger Jr. 6,217 1.39%
Perry Williams 419 0.09%
All 12 Directors and Executive
Officers as a group 40,328 8.99%
</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 1997 awarded to or earned by
the Chief Executive Officer of the Company.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Summary Compensation Table
Annual Compensation
- --------------------------------------------------------------------------------
Name and Principal Position
- --------------------------------------------------------------------------------
Year Salary($) Bonus($)
---- --------- --------
<S> <C> <C> <C>
Burnard McHone 1997 $108,500 $0
President 1996 $107,000 $1,177
1995 $99,546 $0
- --------------------------------------------------------------------------------
</TABLE>
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,
7
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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 $108,500 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 or actual duties of employment by Illini or Illini
Bank) within six months of the date of a change of control of 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.
A proposed amendment to Mr. McHone's employment contract has been approved by
Illini's Compensation Committee. The principal changes in the proposed
amendment extends severance payments to December 31, 2000, but limits such
pay to six months if related to termination without cause and to 12 months if
related to change in control.
COMPENSATION OF DIRECTORS
Directors of Illini receive $200 for each Director's meeting attended and $100
for each Committee meeting attended on which they serve. Those Directors who
also serve as salaried officers of Illini
8
<PAGE>
do not receive Directors' fees from Illini. Certain Directors also receive
fees as a director of Illini's subsidiary, which is $400 for each Director's
meeting attended and $100 for each 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.
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, 1997 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.
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, 1997 until December 31, 1997,
all Section 16(a) filing requirements applicable to its executive officers,
Directors and ten percent shareholders were met.
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 1997. The Board of Directors has retained
this firm as Illini's independent auditors for the year 1998, 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.
9
<PAGE>
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 1999 Annual Meeting of Shareholders must be received by Illini at its
principal executive office no later than January 19, 1999. 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 1997 INCLUDING
THE CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULES THERETO. ALL SUCH
INQUIRIES SHOULD BE DIRECTED TO BURNARD K. MCHONE, PRESIDENT, ILLINI
CORPORATION, 3200 WEST ILES AVENUE, SPRINGFIELD, ILLINOIS, 62707.
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: March 20, 1998
10
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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
- -------------------------------------------------------------------------------
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 March 20, 1998 and, in
their discretion, to vote on all other matters which may properly come before
the April 16, 1998 Annual Meeting of Shareholders of Illini Corporation and
at all 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>
ILLINI CORPORATION
3200 WEST ILES AVENUE
SPRINGFIELD, IL 62707
[GRAPHIC/MAP INDICATING
LOCATION OF BANK ]
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 vote 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.
Please mark your 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.
- ------------------------------------------------------
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)
WILLIAM B. MCCUBBIN N. RONALD THUNMAN
BURNARD K. MCHONE WILLIAM G. WALSCHLEGER
ROBERT F. OLSON PERRY WILLIAMS
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 1998.
(To be signed on reverse side)
