SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by Registrant [ X ]
Filed by 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
FIRST INDIANA CORPORATION
(Name of Registrant as Specified in its Charter)
FIRST INDIANA CORPORATION
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[ X ] No Fee Required.
[ ] 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>
[FIC LETTERHEAD]
March 11, 1999
Dear Shareholder:
The directors and officers of First Indiana Corporation join me in
extending to you a cordial invitation to attend the annual meeting of our
shareholders. This meeting will be held on Thursday, April 15, 1999 at
9:00 a.m., in the First Indiana Plaza Conference Center, Ohio and
Pennsylvania Streets, Seventh Floor, Indianapolis, Indiana.
First Indiana enjoyed record earnings in 1998 as a comprehensive
provider of financial services emphasizing local decision-making,
customer relationships and personalized service. At the annual meeting,
we will review our achievements in 1998 and share our plans for
additional growth.
The formal notice of this annual meeting and the proxy statement
appear on the following pages. After reading the proxy statement,
please mark, sign, and return the enclosed proxy card to ensure that
your votes on the business matters of the meeting will be recorded.
We hope that you will attend this meeting. Whether or not you
attend, we urge you to return your proxy promptly in the postpaid
envelope provided. After returning the proxy, you may, of course, vote
in person on all matters brought before the meeting.
We look forward to seeing you on April 15.
Sincerely,
Robert H. McKinney,
Chairman and Chief
Executive Officer
<PAGE>
FIRST INDIANA CORPORATION
INDIANAPOLIS, INDIANA
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
The annual meeting of the shareholders of First Indiana
Corporation (the "Corporation") will be held in the First Indiana Plaza
Conference Center, 135 North Pennsylvania Street, Seventh Floor,
Indianapolis, Indiana on April 15, 1999, at 9:00 a.m. EST, to consider
and take action on the following matters:
1. The election of three (3) directors of the Corporation;
and
2. The transaction of such other business as may properly
come before the meeting and any adjournments
thereof.
Only shareholders of record at the close of business on February 16,
1999 are entitled to notice of and to vote at this meeting and any
adjournments thereof.
By order of the
Board of Directors,
David A. Butcher
Secretary
Indianapolis, Indiana
March 11, 1999
<PAGE>
FIRST INDIANA CORPORATION
First Indiana Plaza
135 North Pennsylvania Street
Indianapolis, Indiana 46204
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation
by the Board of Directors of First Indiana Corporation (the
"Corporation" or "we") of proxies to be voted at the Annual Meeting
of Shareholders to be held on Thursday, April 15, 1999, and at any
adjournment thereof. The approximate date of mailing this proxy
statement is March 11, 1999. The following is important information
in a question-and-answer format regarding the Corporation, its wholly
owned subsidiary First Indiana Bank (the "Bank"), the Annual Meeting
and this Proxy Statement.
Q: What am I voting on?
You are voting on the election of three directors (Robert J.
Laikin, Marni McKinney and Phyllis W. Minott).
Q: Who is entitled to vote?
Shareholders as of the close of business on February 16, 1999
(the "Record Date") are entitled to vote at the Annual Meeting. Each
shareholder is entitled to one vote for each share of common stock held
on the Record Date. As of the Record Date, 12,703,294 shares of the
Corporation's common stock were issued and outstanding.
Q: How do I vote?
Sign and date each proxy card you receive and return it in the
prepaid envelope. If you return your signed proxy card but do not
indicate your voting preferences, we will vote on your behalf FOR the
three management nominees. You have the right to revoke your proxy
any time before the meeting by (1) notifying the Corporation's
Secretary, or (2) returning a later-dated proxy. You may also revoke
your proxy by voting in person at the meeting.
Q: What does it mean if I get more than one proxy card?
It means you hold shares registered in more than one account.
Sign and return all proxy cards to ensure that all your shares are voted.
<PAGE> 1
Q: Who will count the vote?
Representatives of Harris Trust & Savings Bank will tabulate
the votes and act as inspectors of the election.
Q: What constitutes a quorum?
A majority of the outstanding shares, present in person or
represented by proxy, constitutes a quorum for the Annual Meeting.
Q: How many votes are needed for approval of each item?
Directors will be elected by a plurality of the votes cast at the
Annual Meeting. Consequently, the three nominees receiving the most
votes will be elected directors. Only votes cast for a nominee will be
counted, except that the accompanying proxy will be voted for the three
management nominees unless the proxy contains instructions to the
contrary. Any other matter to come before the Annual Meeting will be
approved if the votes cast at the Annual Meeting (in person or
represented by proxy) in favor of such proposal exceed the votes
opposing such proposal. An abstention, non-vote, or broker non-vote
will not change the number of votes cast for or against the election of
any director or for or against any other matter to come before the
Annual Meeting.
Q: Who can attend the Annual Meeting?
All shareholders as of the Record Date can attend.
Q: What percentage of stock do the directors and executive
officers own?
Together, they own approximately 33.4% of the Corporation's
common stock as of the Record Date. (See page 3 for details.)
Q: Who are the largest principal shareholders?
The Somerset Group, Inc., is the largest single shareholder of
the Corporation, owning 2,758,467 shares as of the Record Date.
Robert H. McKinney and Marni McKinney are each officers, directors
and, directly or indirectly, substantial shareholders of Somerset.
Together, Somerset, Mr. McKinney and Ms. McKinney beneficially
own 3,416,379 shares (26.6%) of the Corporation's common stock as
of the Record Date. (See page 3 for details.)
Q: When are shareholder proposals and nominations for the 2000
meeting due?
The Corporation's 2000 Annual Meeting is currently
scheduled for April 13, 2000. To be considered for inclusion in next
year's Proxy Statement, shareholder proposals must be submitted in
writing by November 12, 1999 to the Corporation's Secretary, 2800
First Indiana Plaza, 135 N. Pennsylvania Street, Indianapolis, Indiana
46204. In addition, the Corporation's By-laws provide that any
shareholder wishing to nominate a candidate for director or propose
other business at the Annual Meeting must give the Corporation written
notice 60 days before the meeting, and the notice must provide certain
other information as described in the By-laws. Copies of the By-laws
are available to shareholders free of charge upon request to the
Corporation's Secretary.
<PAGE> 2
STOCK OWNERSHIP BY DIRECTORS, OFFICERS
AND CERTAIN SHAREHOLDERS
The following table shows, as of February 16, 1999, the
number and percentage of shares of common stock held by each person
known to the Corporation who owned beneficially more than five
percent of the issued and outstanding common stock of the Corporation
and shares held by the Corporation's directors and certain executive
officers:
<TABLE>
<CAPTION>
Beneficial Amount and Nature of Percent
Owner Beneficial Ownership of Class
---------- -------------------- ---------
<S> <C> <C>
H. J. Baker 51,644 1 2
Gerald L. Bepko 31,290 3 2
David L. Gray 72,714 4 2
Andrew Jacobs, Jr. 4,200 5 2
David A. Lindsey 112,619 6 2
Marni McKinney 3,416,379 7 26.6%
Robert H. McKinney 3,416,379 7 26.6%
Owen B. Melton, Jr. 302,804 8 2.4%
Phyllis W. Minott 33,430 9 2
Merrill E. Matlock 37,317 10 2
Michael L. Smith 42,172 11 2
The Somerset Group, Inc. 3,416,379 7, 12 26.6%
John W. Wynne 34,532 13 2
All Executive Officers and
Directors as a Group (15 Persons) 4,280,425 14 33.4%
</TABLE>
1 Includes 18,730 shares as to which the director has the right to
acquire beneficial ownership as specified in Rule 13d-3(d)(1)
under the Securities Exchange Act of 1934 (the "Exchange Act").
<PAGE> 3
2 The number of shares represents less than one percent of the
Corporation's common stock outstanding.
3 Includes 1,354 shares held in trust under the First Indiana Bank
Directors' Stock Purchase Plan (the "Directors' Stock Purchase
Plan"), 3,241 shares held in trust under the Bank's Employees'
Stock Purchase Plan (the "Stock Purchase Plan"), and 26,222
shares as to which the director has the right to acquire beneficial
ownership as specified in Rule 13d-3(d)(1) under the Exchange
Act.
4 Includes 799 shares held in trust under the Stock Purchase Plan,
40,870 shares as to which there is a right to acquire beneficial
ownership as specified in Rule 13d-3(d)(1) under the Exchange
Act, and 2,400 shares owned of record by Mr. Gray's spouse.
5 Includes 41 shares held in trust under the Stock Purchase Plan,
3,746 shares as to which there is a right to acquire beneficial
ownership as specified in Rule 13d-3(d)(1) under the Exchange
Act and 413 shares held in trust under the Directors' Stock
Purchase Plan.
6 Includes 1,125 shares held in trust under the Stock Purchase Plan
and 30,447 shares as to which there is a right to acquire beneficial
ownership as specified in Rule 13d-3(d)(1) under the Exchange
Act.
7 These shares are beneficially owned by a group consisting of The
Somerset Group, Inc. ("Somerset"), Robert H. McKinney and
Marni McKinney. Robert H. McKinney owns 516,903 shares of
the Corporation, including 725 shares held in trust under the
Stock Purchase Plan, 76,119 shares of the Corporation as to
which Mr. McKinney has the right to acquire beneficial
ownership as specified in Rule 13d-3(d)(1) under the Exchange
Act and 18,000 shares of restricted stock under the Corporation's
1997-1999 Long-Term Incentive Plan. Mr. McKinney, his
immediate family, a family limited partnership, and various
irrevocable trusts established by Mr. McKinney for the benefit of
his children together beneficially own, directly or indirectly,
approximately 42% of the outstanding capital stock of Somerset,
which owns of record 2,758,467 shares of the Corporation. The
total held by the group also includes 64,890 shares of the
Corporation owned by Mr. McKinney's daughter, Marni
McKinney, including 3,876 shares held in trust under the Stock
Purchase Plan, 40,301 shares as to which she has the right to
acquire beneficial ownership as specified in Rule 13d-3(d)(1)
under the Exchange Act, 1,837 shares held on her behalf under
the Bank's 401(k) Plan, 7,500 shares of restricted stock under the
Corporation's 1997-1999 Long-Term Incentive Plan, and 6,000
shares of restricted stock under the 1991 Stock Option and
Incentive Plan. Mr. McKinney is the Chairman and a director of
Somerset; Ms. McKinney is the President and Chief Executive
Officer and a director of Somerset; and Mr. McKinney's son,
Kevin K. McKinney, is Vice President and a director of Somerset.
8 Includes 59,244 shares as to which Mr. Melton has the right to
acquire beneficial ownership as specified in Rule 13d-3(d)(1)
under the Exchange Act, 10,187 shares held in trust under the
Stock Purchase Plan, 637 shares held on his behalf under the
Bank's 401(k) Plan, 107,996 shares owned of record jointly with
Mr. Melton's spouse, 61,874 owned of record by Mr. Melton's
spouse and 18,000 shares of restricted stock under the
Corporation's 1997-1999 Long-Term Incentive Plan.
9 Includes 4,603 shares held in trust under the Stock Purchase Plan,
201 shares held under the Corporation's Dividend Reinvestment
and Stock Purchase Plan (the "DR Plan"), 1,354 shares held
under the Directors' Stock Purchase Plan, 26,222 shares as to
which there is a right to acquire beneficial ownership as specified
in Rule 13d-3(d)(1) under the Exchange Act and 413 shares held
in trust under the Directors' Stock Purchase Plan.
10 Includes 618 shares held in trust under the Stock Purchase Plan,
26,022 shares as to which there is a right to acquire beneficial
ownership as specified in Rule 13d-3(d)(1) under the Exchange
Act, and 283 shares held under the DR Plan.
11 Includes 26,222 shares as to which there is a right to acquire
beneficial ownership as specified in Rule 13d-3(d)(1) under the
Exchange Act.
12 The address of The Somerset Group, Inc. is 135 North
Pennsylvania Street, Suite 2800, Indianapolis, Indiana 46204.
This number includes 2,758,467 shares owned of record by The
Somerset Group, Inc. (see note 7).
<PAGE> 4
13 Includes 2,280 shares held in trust under the Stock Purchase Plan,
1,076 shares held under the DR Plan, 4,014 shares held under the
Directors' Stock Purchase Plan and 11,238 shares as to which there
is a right to acquire beneficial ownership as specified in Rule
13d-3(d)(l) under the Exchange Act.
14 31,951 shares held in trust under the Stock Purchase Plan, 1,769
shares held under the DR Plan, includes 7,135 shares held under
the Directors' Stock Purchase Plan, 4,392 shares held under the
Bank's 401(k) Plan, and 444,660 shares as to which there is a right
to acquire beneficial ownership as specified in Rule 13d-3(d)(1)
under the Exchange Act.
PROPOSAL NO. 1: ELECTION OF DIRECTORS
Three directors are to be elected. Robert J. Laikin, Marni
McKinney and Phyllis W. Minott have been nominated for a term of
three years and until their successors are elected and qualified. Mr.
Laikin has been nominated to the Board of Directors for the first time.
If elected, Mr. Laikin will assume the position left vacant by H. J.
Baker. Mr. Baker's term will expire at the Annual Meeting. Having
reached the age of mandatory retirement from the Board of Directors,
Mr. Baker will not stand for re-election. The Board of Directors thanks
Mr. Baker for his years of dedicated service to the Corporation and the
Bank. Ms. McKinney and Ms. Minott are members of the present
Board of Directors and have consented to serve an additional term.
The other directors listed in the table below will continue in office until
the expiration of their terms. With the exception of Mr. Laikin, all of
the nominees and the other directors listed in the table below also are
members of the Board of Directors of the Bank. Mr. Laikin will be
elected to the Board of Directors of the Bank upon his election to the
Board of Directors of the Corporation at the Annual Meeting. For
directors of the Corporation who were directors of the Bank before the
Corporation was formed in 1986, the table below lists the year in which
the director became a director of the Bank. If, at the time of the Annual
Meeting, any of the nominees is unable or declines to serve, the
discretionary authority provided in the proxy may be exercised to vote
for a substitute or substitutes. The Board of Directors has no reason to
believe that any substitute nominee or nominees will be required.
[The remainder of this page is intentionally left blank]
<PAGE> 5
The Board of Directors unanimously recommends the election of
the following nominees.
<TABLE>
<CAPTION>
NOMINEES FOR TERMS EXPIRING IN 2002
Name, Age, Principal
Occupation(s) and
Business Experience Director
During Past 5 Years Since
- ----------------------------------------------------------------------------
<S> <C>
Robert J. Laikin, Age 35 --
Chairman and Chief Executive Office of Brightpoint, Inc., provider of
distribution and value-added logistics services to the wireless
communications industry; previously President of Brightpoint, Inc.
Marni McKinney, Age 42 1992
Vice Chairman of the Corporation and Chairman of the Bank; Director,
President, and Chief Executive Officer, The Somerset Group, Inc.,
an affiliate of the Corporation, financial services provider;
previously Executive Vice President of The Somerset Group, Inc.,
and Vice President of the Corporation and the Bank.
Phyllis W. Minott, Age 60 1976
Chairman and Chief Executive Officer, Minott Motion Pictures, Inc.,
commercial movie production; previously General Auditor, Eli Lilly
& Company, a pharmaceutical company; Controller, Accounting and
Chief Accounting Officer, Eli Lilly & Company.
<CAPTION>
DIRECTORS WHOSE TERMS EXPIRE IN 2001
Name, Age, Principal
Occupation(s) and
Business Experience Director
During Past 5 Years Since
- ------------------------------------------------------------------------------
<S> <C>
Robert H. McKinney, Age 73 1954
Chairman and Chief Executive Officer of the Corporation;
Chairman and Director, The Somerset Group, Inc., an
affiliate of the Corporation, financial services;
retired partner, Bose McKinney & Evans,
attorneys; Chairman, Federal Home Loan Bank Board, 1977-1979.
Owen B. Melton, Jr., Age 52 1983
President and Chief Operating Officer of the Corporation and
President and Chief Executive Officer of the Bank.
Michael L. Smith, Age 50 1985
Senior Vice President, Finance, Anthem, Inc. and Chief Financial
Officer, Anthem Midwest and Anthem Blue Cross and Blue Shield of
Connecticut, health care organization; formerly
Chief Operating Officer, American Health Network, Inc.,
a physician group practice; formerly President, Somerset Financial
Services, a division of The Somerset Group, Inc.; also formerly
Chairman, President and Chief Executive Officer, Mayflower Group,
Inc., diversified transportation services; Director of The Somerset
Group, Inc., an affiliate of the Corporation, and Finishmaster, Incorporated.
<PAGE> 6
<CAPTION>
DIRECTORS WHOSE TERMS EXPIRE IN 2000
Name, Age, Principal
Occupation(s) and
Business Experience Director
During Past 5 Years Since
- ------------------------------------------------------------------------------
<S> <C>
Gerald L. Bepko, Age 58 1988
Vice President for Long-Range Planning of Indiana University and
Chancellor, Indiana University-Purdue University at Indianapolis;
previously Dean and Professor of Law, Indiana University School of
Law, Indianapolis.
Andrew Jacobs, Jr., Age 67 1997
Adjunct Professor, Indiana University-Purdue University at
Indianapolis; Attorney; Retired Member, United States Congress.
John W. Wynne, Age 66 1991
Director of Duke Realty Investments, Inc., a real estate investment
trust; previously Chairman, Duke Realty Investments, Inc. and partner,
Duke Associates, real estate development; retired as counsel
(previously partner), Bose McKinney & Evans, attorneys.
</TABLE>
During 1998, the Boards of Directors of the Corporation and
the Bank each met 12 times. All directors attended in excess of 75% of
the aggregate of the total number of meetings of the Boards of
Directors of the Corporation and the Bank (considered separately) and
the total number of meetings held by all Corporation and Bank
committees (considered separately) on which he or she served.
Certain Committees of the Boards of Directors of the
Corporation and the Bank
Among other committees, the Board of Directors of the
Corporation has an Audit Committee and a Compensation Committee.
Audit Committee. The Audit Committee evaluates audit
performance, handles relations with the Corporation's independent
auditors, and evaluates policies and procedures related to internal audit
functions and controls. The members of the Corporation's Audit
Committee in 1998 were Phyllis W. Minott (Chairperson), H.J. Baker,
Andrew Jacobs, Jr., and John W. Wynne. The Audit Committee met
three times during 1998.
Compensation Committee. The Compensation Committee
reviews and makes recommendations to the Board of Directors with
respect to the compensation of directors, officers, and employees of the
Corporation and the Bank, administers and grants options and other
stock awards under the Corporation's stock option plans, and
administers the Bank's Employees' Stock Purchase Plan. The members
of the Compensation Committee during 1998 were Gerald L. Bepko
(Chairman), H.J. Baker, and Phyllis W. Minott. The Compensation
Committee met three times during 1998.
<PAGE> 7
Compensation of Directors
Directors of the Corporation and the Bank, other than Robert
H. McKinney, Marni McKinney and Owen B. Melton, Jr., received in
1998 a quarterly retainer of $2,150 for the first quarter of 1998 and
$2,500 for the second, third and fourth quarters of 1998, plus $600 per
meeting of the full Board of Directors and per committee meeting
attended prior to April 1, 1998, and $900 per meeting of the full Board
of Directors and per committee meeting attended on or after April 1,
1998.
Under the First Indiana 1992 Director Stock Option Plan, the
Corporation reserved approximately 221,291 shares of its common
stock for issuance upon the exercise of options to be granted under the
plan. The plan provides for the issuance of non-qualified options to
purchase 3,746 shares to each outside director of the Corporation on
the date of each annual meeting of shareholders. The Corporation
granted 3,746 shares to each outside director on April 16, 1998, in
accordance with the plan. No option is exercisable during the period of
one year following the date of grant, and options granted under the plan
must specify an exercise price of not less than 100% of the market price
of the shares at the date of grant.
Under the Directors' Deferred Fee Plan, directors of the
Corporation may elect to defer all or any portion of the fees paid for
attendance at a Board of Directors or committee meeting. The deferred
fees are then contributed to a trust which buys stock with such fees or
invests such fees in an interest-bearing account. Directors are not
eligible to receive shares or cash held under the plan until they cease to
be a director, officer, or employee of the Corporation. Amounts
deferred are not taxable to the director until the trust distributes the
cash or stock to the director. In the event of a change in control of the
Corporation, amounts held under the plan are payable immediately in
one lump sum.
Directors also may elect to contribute part of their fees to the
Bank's Employees' Stock Purchase Plan. As with other participants,
the Bank matches a certain portion of such contributions and purchases
the Corporation's common stock on the open market at the prevailing
market price. The material features of the Stock Purchase Plan are
described under the heading "EXECUTIVE COMPENSATION."
Certain Transactions
The Bank offers its directors, officers, and employees a loan
plan involving variable-rate mortgages, lines of credit, home equity
loans, credit cards, and various installment loans with a lower interest
rate (not below the Bank's cost of funds) and waiver of loan origination
fees, and fixed-rate mortgage loans with waiver of loan origination fees
only. Except as described above, all outstanding loans to directors,
officers, and employees have been made in the ordinary course of
business and on substantially the same terms as those prevailing at the
time for comparable transactions with non-affiliated persons.
Management believes that these loans neither involve more than the
normal risk of collectibility nor present other unfavorable features.
In 1996, the Bank sold its insurance and non-FDIC-insured
investment business to The Somerset Group, Inc. At the same time, the
two companies entered into a multi-year operating
<PAGE> 8
agreement under which Somerset provides insurance and non-FDIC-insured
investment products and services to the Bank's customers and pays the Bank
a commission on such sales. During the year ended December 31, 1998,
Somerset paid to the Bank $81,947 in accordance with the terms of the
purchase agreement and the operating agreement. Robert H. McKinney
and Marni McKinney are officers, directors and substantial shareholders
of Somerset, and H. J. Baker and Michael L. Smith are directors of
Somerset.
EXECUTIVE COMPENSATION
The following Report of the Compensation Committee,
as well as the following Performance Graph, shall not
be deemed incorporated by reference by any general
statement incorporating by reference this proxy
statement into any of the Corporation's filings under
the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended, except
to the extent that the Corporation specifically
incorporates this information by reference, and shall
not otherwise be deemed filed under such Acts.
Report of the Compensation Committee
Policy and Performance Measures
In determining the compensation of executive officers, the
Compensation Committee strives to maintain an appropriate balance
between executive pay and the creation of shareholder value. Executive
compensation must attract and retain well-qualified officers while at the
same time motivating them to achieve the short-term and long-term
strategic goals of the Corporation. To achieve this balance, executive
officers receive a competitive base salary and also have the opportunity
to earn bonuses tied to the Corporation's overall performance.
The Compensation Committee based the 1998 annual salaries
of the Corporation's executive officers on the results of surveys
compiled by an independent consultant. The compensation consultant
began with an analysis of the compensation of executive officers of
other financial institutions and utilized a regression analysis to conform
the compensation survey data to the Corporation's asset size. The
consultant derived the weighted average salaries of the executive
officers of the institutions contained in the survey, and then calculated
average (mean) salaries. The Compensation Committee relied on this
independent calculation of average salaries in setting the salaries of the
Corporation's executive officers.
In order to more directly tie executive compensation to the
Corporation's overall performance, the Compensation Committee also
administers short-term and long-term bonus plans. These plans are
designed to increase the total compensation of the Corporation's
executive officers, but only if the Corporation's performance merits
such increases. The Compensation Committee is guided by the
principle that when certain corporate goals are achieved, the
compensation of the executive officers who contributed to the
Corporation's success should increase accordingly.
<PAGE> 9
Under the Long-Term Management Performance Incentive Plan
(the "Long-Term Plan"), performance-based compensation will be
awarded at the end of fiscal year 1999 if certain performance targets are
achieved. Two groups of Corporation and Bank officers have been
selected to participate in the Long-Term Plan for the 1997-1999
performance period. Group A consists of Robert H. McKinney, Marni
McKinney and Owen B. Melton, Jr. Group B consists of David L.
Gray, Vice President and Treasurer of the Corporation, Senior Vice
President in charge of the Bank's Financial Management Group and
Chief Financial Officer of the Bank; David A. Lindsey, Senior Vice
President in charge of the Bank's Consumer Finance Group; Merrill E.
Matlock, Senior Vice President in charge of the Bank's Commercial
and Mortgage Banking Group; Timothy J. O'Neill, Senior Vice
President in charge of the Bank's Correspondent Banking Services
Group; and Kenneth L. Turchi, Senior Vice President in charge of the
Bank's Retail Banking Group and Marketing and Strategic Planning
Group. If interim performance goals for each of 1997, 1998 and 1999
are attained, as well as overall goals for the entire performance period,
Mr. McKinney and Mr. Melton each will be eligible to receive 18,000
shares of the Corporation's common stock, Ms. McKinney will be
eligible to receive 7,500 shares (as well as 6,000 shares granted under
the 1991 Stock Option and Incentive Plan, which carry the same
restrictions as those shares granted under the Long-Term Plan), and
Group B participants will be eligible to receive an amount equal to 50%
of the participant's average annual rate of base salary in effect during
the performance period. The Compensation Committee of the Board
of Directors has determined that the interim performance goals for 1997
and 1998 were satisfied. Accordingly, the incentive amounts for 1997-1999
still may be earned, provided the 1999 performance goals and the
overall goals for the entire period are met.
The Compensation Committee believes that stock ownership by
management and stock-based performance compensation arrangements
are beneficial in aligning management's and shareholders' interests in
the enhancement of shareholder value. Accordingly, the Bank has
adopted management stock ownership objectives to be attained by
December 31, 2000. By that time, each officer and director of the Bank
must own Corporation stock with a market value equal to a specified
multiple of such officer's or director's compensation. These multiples
range from one times base compensation for vice presidents to three
times base compensation for senior vice presidents, and five times base
compensation for the Bank's Chairman, Vice Chairman and President,
as well as for the Bank's Board of Directors. (Such multiples already
have been attained by Mr. McKinney, Ms. McKinney and Mr. Melton.)
The Board of Directors believes that these stock ownership
requirements will further align the interests of the Bank's management
with the objectives of the Corporation's shareholders. Accordingly,
each recipient of a bonus under the Long-Term Plan who does not meet
the stock ownership requirements will be required to take at least
one-third of his or her bonus in stock.
Additionally, the Compensation Committee typically considers
granting stock options to various executive officers, including the
executive officers named in the Summary Compensation Table, every
two years, and awarded such stock options in 1998. Any compensation
derived from the stock options will be directly related to the
performance of the Corporation's stock.
To further encourage Bank officers and employees, as well as
directors, to acquire ownership of the Corporation, such persons are
eligible to contribute a portion of their earnings to the Bank's
Employees' Stock Purchase Plan after completing six months of
service. Such contributions are
<PAGE> 10
used to purchase the Corporation's stock each month at the then-prevailing
market price. If the Corporation attains a specified after-tax return on
average equity for a calendar year (as determined by the Compensation
Committee), the Bank generally will match participant contributions during the
subsequent Plan Year (as defined in the Plan) at a ratio of one to three.
If such after-tax returns are not achieved for a calendar year, participant
contributions during the subsequent Plan Year will be matched at a ratio
of one to four. Because the Corporation achieved the performance
objectives specified in the Stock Purchase Plan for the year ended
December 31, 1997, participant contributions for the Plan Year
beginning April 1, 1998 were matched at a ratio of one to three.
Contributions by the Bank to the accounts of the executive officers
named in the Summary Compensation Table (see page 14) during the
calendar year ended December 31, 1998 are set forth in the column
titled "All Other Compensation." The Corporation also achieved the
performance objectives specified in the Stock Purchase Plan for the year
ended December 31, 1998. As an additional inducement to the Bank's
employees to increase their ownership of Corporation stock, the
Compensation Committee has elected to match participant contributions
at a ratio of one to two for the 1999 Plan Year only.
In 1993, the Internal Revenue Code of 1986 (the "Code") was
amended to generally limit to $1 million the amount of compensation
(other than qualified performance-based compensation) that may be
deducted by the Corporation in any year with respect to certain of the
Corporation's executive officers. While annual salaries and cash
bonuses of the Corporation's executive officers historically have been
structured so that such compensation will be deductible, the
Compensation Committee recognizes that certain executive officers
may receive compensation which cannot be deducted in full by the
Corporation. Because these situations are most likely to arise as a
result of the vesting of restricted stock under the Long-Term Plan, the
Compensation Committee has attempted to structure the Long-Term
Plan, to the extent possible within the Corporation's compensation
philosophy, so that compensation under the Long-Term Plan will be
performance-based and will not count against the $1 million limit under
the Code.
CEO Performance
Mr. McKinney serves as the chief executive officer of the
Corporation, and Mr. Melton serves as the chief executive officer of the
Corporation's principal operating unit, the Bank. While Mr. McKinney
devotes a major portion of his time to the operations of the Corporation
and the Bank, Mr. Melton devotes all of his time to those operations.
Like the salaries of the Corporation's other executive officers,
Mr. Melton's and Mr. McKinney's salaries also are derived from the
data compiled by the independent consultant. Since these two
individuals have the greatest impact on the Corporation's long-term
performance, their salaries are determined based on their achievement
of certain goals relating to the Corporation's performance during the
prior year, such as return on equity, return on assets, credit quality, and
management of operating expenses.
<PAGE> 11
Because Mr. Melton is the chief executive officer of the
Corporation's sole operating unit and responsible for its day-to-day
activities, the Compensation Committee gives special weight to Mr.
Melton's achievement of these objectives when determining his salary
for the coming year. In addition, the Compensation Committee meets
separately with Mr. McKinney for his candid evaluation of Mr.
Melton's performance during the preceding year and his achievement
of the objectives described above. The Corporation's attainment of the
1997 performance goals resulted in an increase in both Mr. McKinney's
and Mr. Melton's salaries for 1998.
Compensation Committee
Gerald L. Bepko, Chairman
H.J. Baker
Phyllis W. Minott
[The remainder of this page is intentionally left blank]
<PAGE> 12
Performance Graph
The following line graph compares the cumulative total
shareholder return on the common stock of the Corporation over the
last five fiscal years with the cumulative total return of the NASDAQ
Stock Market Index and the cumulative total return of the NASDAQ
Bank Index over the same period.
<TABLE>
<CAPTION>
First Indiana Nasdaq Stock Nasdaq Bank
Period Corp. Market Index Index
- ------ ------------- ------------ -----------
<S> <C> <C> <C>
Dec-93 $100 $100 $100
Jun-94 $101 $91 $107
Dec-94 $102 $98 $100
Jun-95 $134 $122 $120
Dec-95 $180 $138 $148
Jun-96 $207 $157 $157
Dec-96 $238 $170 $196
Jun-97 $258 $190 $245
Dec-97 $355 $209 $328
Jun-98 $377 $251 $340
Dec-98 $283 $293 $325
* Assumes that the value of the investment in the Corporation's stock and each
index was $100 on December 31, 1993 and that all dividends were reinvested.
<PAGE> 13
Summary
The following table sets forth the compensation awarded to,
earned by, or paid to the chief executive officer and the four most
highly compensated executive officers other than the chief executive
officer (collectively, the "Named Executive Officers") during the last
three fiscal years.
Summary Compensation Table
</TABLE>
<TABLE>
<CAPTION>
Summary Compensation Table
Long-Term Compensation
----------------------
Annual Compensation Awards (1) Payouts
---------------------------- ------------------------ -------
Name and Restricted Securities
Principal Other Annual Stock Awards Underlying All Other
Position Year Salary Bonus Compensation Options (#) LTIP Payouts Compensation
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Robert H. McKinney 1998 $199,231 $ 40,520 $ -- $ -- 12,000 $ -- $5,944(2)
Chairman and Chief 1997 210,000 37,800 -- 357,000 -- -- 6,404
Executive Officer 1996 200,000 -- 395,910 -- 18,000 -- 6,055
of the Corporation;
- ---------------------------------------------------------------- ----------------------------------------------------
Owen B. Melton, Jr. 1998 295,000 61,395 375,213 -- 7,920 -- 3,356 (3)
President and Chief 1997 280,000 50,400 -- 357,000 -- -- 4,550
Operating Officer of 1996 265,000 -- 398,818 -- 18,000 -- 3,905
the Corporation;
President and Chief
Executive Officer of
the Bank
- ---------------------------------------------------------------- ----------------------------------------------------
David L. Gray 1998 160,000 31,218 -- -- 6,000 -- 8,863 (4)
Vice President and 1997 152,500 25,940 -- -- -- -- 9,065
Treasurer of the Corpor- 1996 145,000 -- -- -- 9,000 69,167 8,131
ation; Senior Vice
President-Financial
Management Group,
and Chief Financial Officer
of the Bank
- ---------------------------------------------------------------- ----------------------------------------------------
Merrill E. Matlock 1998 150,000 31,573 -- -- 6,000 -- 2,959 (5)
Senior Vice President 1997 119,616 24,349 -- -- -- -- 2,325
Commercial and Mortgage 1996 108,000 -- -- -- 9,000 49,800 2,065
Banking Group of the Bank
- ---------------------------------------------------------------- ----------------------------------------------------
David A. Lindsey 1998 145,000 29,789 -- -- 6,000 -- 8,192 (6)
Senior Vice President- 1997 140,000 23,349 -- -- -- -- 8,309
Consumer Finance Group 1996 132,000 -- -- -- 9,000 60,417 7,424
of the Bank
1 Adjusted for all stock splits through December 31, 1998.
<PAGE> 14
2 Consists of a $4,261 contribution by the Bank to the Stock Purchase Plan, and a $1,683
contribution by the Bank to Mr. McKinney's account in the Bank's 401(k) Plan.
3 Consists of a $1,733 contribution by the Bank to the Stock Purchase Plan, and a $1,623
contribution by the Bank to Mr. Melton's account in the Bank's 401(k) Plan.
4 Consists of a $5,333 contribution by the Bank to the Stock Purchase Plan, the payment by
the Bank of $1,786 for term life insurance premiums, and a $1,744 contribution by the
Bank to Mr. Gray's account in the Bank's 401(k) Plan.
5 Consists of a $520 contribution by the Bank to the Stock Purchase Plan, the payment by
the Bank of $1,681 for term life insurance premiums, and a $758 contribution by the Bank
to Mr. Matlock's account in the Bank's 401(k) Plan.
6 Consists of a $4,833 contribution by the Bank to the Stock Purchase Plan, the payment by
the Bank of $1,674 for term life insurance premiums, and a $1,685 contribution by the
Bank to Mr. Lindsey's account in the Bank's 401(k) Plan.
</TABLE>
Stock Options
The following table sets forth certain information with respect
to stock options granted to the Named Executive Officers during the
last fiscal year. The Potential Realizable Value columns on the right of
this table assume that the value of the underlying stock will appreciate
each year at the specified percentages.
<TABLE>
<CAPTION>
OPTION GRANTS IN THE LAST FISCAL YEAR
Potential Realizable Value at
Assumed Annual Rates of Stock
Individual Grants Price Appreciation for Option
Term
% of Total
Options/
Number of SARs
Securities Granted to
Underlying Employees
Options/SARs Fiscal Exercise or Base
Name Granted Year Price ($/Share) Expiration Date 0% 5% 10%
- ----------------------------------------------------------------------------------------------------------------------
<C> <C> <C> <C> <C> <C> <C> <C>
Robert H. McKinney 12,000 9.7% $24.38 01-22-08 $00.00 $183,960 $466,320
Owen B. Melton, Jr. 12,000 9.7% 24.38 01-22-08 00.00 183,960 466,320
David L. Gray 6,000 4.8% 24.38 01-22-08 00.00 91,980 233,160
Merrill E. Matlock 6,000 4.8% 24.38 01-22-08 00.00 91,980 233,160
David A. Lindsey 6,000 4.8% 24.38 01-22-08 00.00 91,980 233,160
</TABLE>
<PAGE> 15
The following table sets forth on an aggregate basis each
exercise of stock options during fiscal year 1998 by each of the Named
Executive Officers and the 1998 year-end value of the unexercised
options of each such executive officer.
<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND
FISCAL YEAR-END OPTION VALUES
Number of Securities Underlying Value of Unexercised
Unexercised Options at FY-End In-the-Money Options
at FY-End
------------------------------- ---------------------------
Shares
Acquired on
Name Exercise (#) Value Realized Exercisable Unexercisable Exercisable Unexercisable
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Robert H. McKinney -- $ -- 64,119 12,000 $749,165 $ -- (1)
Owen B. Melton, Jr. 15,000 375,213 47,244 12,000 485,943 -- (1)
David L. Gray -- -- 34,870 6,000 420,314 -- (1)
Merrill E. Matlock -- -- 20,022 6,000 215,733 -- (1)
David A. Lindsey 12,223 245,942 24,447 6,000 295,599 -- (1)
</TABLE>
1 On December 31, 1998, the exercise price of the unexercisable options
exceeded the market price.
Pension Plans
The following table sets forth, in specified compensation and
years of service classifications, the estimated annual benefits payable
upon retirement at age 65 under the Bank's non-contributory, qualified
defined benefit pension plan (the "Qualified Plan"), as supplemented by
the supplemental benefit plan adopted by the Bank on January 17, 1992
(the "Supplemental Plan") (the Qualified Plan and the Supplemental
Plan are collectively referred to as the "Plans"). While the table shows
the annual benefit payable, participants may elect to receive the present
value of the entire benefit in one lump sum.
[The Pension Plan Table is set forth on page 17.]
<PAGE> 16
<TABLE>
<CAPTION>
PENSION PLAN TABLE 1
Covered 10 Years' Benefit 20 Years' Benefit 30 Years' Benefit 40 Years' Benefit
Compensation Service Service Service Service
- ------------------------------------------------------------------------------------------
<C> <C> <C> <C> <C>
<PAGE> 12
$100,000 $ 18,347 $ 36,694 $ 55,041 $ 54,215
120,000 22,347 44,694 67,041 66,215
140,000 26,347 52,694 79,041 78,215
160,000 30,347 60,694 91,041 90,215
180,000 34,347 68,694 103,041 102,215
200,000 38,347 76,694 115,041 114,215
220,000 42,347 84,694 127,041 126,215
240,000 46,347 92,694 139,041 138,215
260,000 50,347 100,694 151,041 150,215
280,000 54,347 108,694 163,041 162,215
300,000 58,347 116,694 175,041 174,215
320,000 62,347 124,694 187,041 186,215
340,000 66,347 132,694 199,041 198,215
360,000 70,347 140,694 211,041 210,215
380,000 74,347 148,694 223,041 222,215
400,000 78,347 156,694 235,041 234,215
500,000 98,347 196,694 295,041 294,215
600,000 118,347 236,694 355,041 354,215
700,000 138,347 276,694 415,041 414,215
800,000 158,347 316,694 475,041 474,215
- ------------------------------------------------------------------------------------------
</TABLE>
1 Amounts shown are based on an assumed Social Security integration base of
$33,060 and are not subject to any deduction for Social Security or
other offset amounts.
The annual retirement benefit displayed in the Pension Plan
Table is the product of (i) the participant's number of years of credited
benefit service, multiplied by (ii) the sum of 1.5% of that portion of the
participant's covered compensation that does not exceed the Social
Security integration base for the participant plus 2% of the participant's
covered compensation that exceeds such integration base.
Compensation covered by the Plans is the sum of the average of a
participant's annualized rate of base salary (as reported in the Salary
column of the Summary Compensation Table) for the five consecutive
years of employment which produce the highest such average, plus the
annual average of all bonuses (including both the Bonus and the LTIP
Payouts columns as reported in the Summary Compensation Table, and
the market value on the date of vesting of any restricted stock awards
made pursuant to the Long-Term Plan) paid to the participant for the
three years preceding the participant's retirement.
As of January 1, 1999, the number of years of credited benefit
service and the compensation covered by the Plans (based on average
annual salaries for 1994-1998 and average annual bonuses for
1996-1998) for each of the Named Executive Officers were as follows:
Robert H. McKinney, 46 years - $420,954; Owen B. Melton, Jr., 20
years - $510,100; David L. Gray, 17 years - $224,319; Merrill E.
Matlock, 14 years - $141,174; and David A. Lindsey, 16 years -
$196,158.
<PAGE> 17
Employment Agreements and Other Arrangements
Special retirement benefits are provided under the
Supplemental Plan to Mr. McKinney. His normal retirement benefit
under the Supplemental Plan is payable for life and 15 years certain.
The monthly amount of his normal benefit is the higher of two
calculated amounts. The first is his monthly retirement benefit that
would be payable to him under the Supplemental Plan if such benefit
were determined in the normal way and were payable for life only. The
second is a monthly retirement benefit equal to the excess of (i) 80% of
his adjusted monthly compensation over (ii) the sum of (a) his monthly
retirement benefit under the Qualified Plan (determined as though such
benefit were payable in the form of a straight-life annuity) plus (b) his
primary Social Security benefit payable at age 65. For purposes of the
foregoing, Mr. McKinney's adjusted monthly compensation is
one-twelfth of the sum of (i) his highest annual rate of salary from the
Corporation plus (ii) the greater of (a) 37.5% of his highest annual rate
of salary from the Corporation or (b) the annual average of all bonuses
paid to him by the Corporation for the three years next preceding his
retirement. In the last fiscal year, Mr. McKinney received $134,892 in
payments under the Qualified Plan.
Special death benefits are provided under the Supplemental
Plan to Mr. McKinney and Mr. Melton. The death benefit provided to
Mr. McKinney equals three times his highest annual rate of salary,
grossed up for income taxes at the highest applicable marginal rate in
effect at the time of his death, and is payable whether he dies before or
after separation from service and without regard to when he separates
from service. The death benefit provided to Mr. Melton equals three
times his highest annual rate of salary, grossed up for income taxes at
the highest applicable marginal rate in effect at the time of his death and
is payable whether he dies before or after separation from service and
without regard to when he separates from service.
Messrs. McKinney and Melton are parties to agreements with
the Corporation, and Messrs. Gray, Lindsey and Matlock are parties to
agreements with the Bank, which agreements provide for certain
benefits if the executive officer's employment is terminated following
a change in control of the Corporation (as defined in the applicable
agreement), other than a termination with cause (as defined in the
applicable agreement) or a termination by the officer without good
reason (as defined in the applicable agreement). In such case, the
executive officer would be entitled to a severance payment equal to that
portion of his annual base salary (calculated as 12 times the highest
monthly base salary paid to the executive officer during the 12 months
prior to the change in control) not already paid, plus any compensation
previously deferred by the executive officer, accrued vacation pay and
a lump-sum pension supplement. Certain adjustments may be made to
the severance payments made in connection with the change in control
if such payments would be subject to the excise tax imposed on "excess
parachute payments" under Section 4999 of the Internal Revenue Code
of 1986, as amended.
<PAGE> 18
APPOINTMENT OF AUDITORS
The Corporation's financial statements for the year ended
December 31, 1998 were audited by KPMG Peat Marwick LLP ("Peat
Marwick"). The Corporation has selected Peat Marwick as its
independent auditors for the fiscal year ending December 31, 1999.
Representatives of Peat Marwick are expected to attend the annual
meeting, will have the opportunity to make a statement if they desire to
do so, and will be available to respond to appropriate questions.
SECTION 16(a) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as
amended, requires the Corporation's officers and directors, and persons
who own more than 10% of the Corporation's common stock, to file
reports of ownership and changes in ownership with the Securities and
Exchange Commission. Officers, directors and greater than 10%
shareholders (the "Reporting Persons") are required by Securities and
Exchange Commission regulations to furnish the Corporation with
copies of all Section 16(a) forms they file.
Based solely on a review of the copies of such forms furnished
to the Corporation, the Corporation believes that during 1998 all
Reporting Persons complied with the filing requirements of Section
16(a), except that purchases of the Corporation's Common Stock by
The Somerset Group, Inc., of which Mr. McKinney and Ms. McKinney
are beneficial owners (see Note 7 to the Stock Ownership Table on
page 3), were not timely reported by Mr. McKinney and Ms.
McKinney, but the same were reported in the year-end report.
ANNUAL REPORT
A copy of the Corporation's Annual Report for the year ended
December 31, 1998 has been provided to all shareholders as of the
record date. The Annual Report is not to be considered as proxy
solicitation material.
OTHER MATTERS
The Board of Directors knows of no other matters to be
brought before the Annual Meeting. However, if other matters should
come before the meeting, it is the intention of each person named in the
proxy to vote such proxy in accordance with his or her judgment on
such matters.
EXPENSES OF SOLICITATION
The entire expense of preparing, assembling, printing and
mailing the proxy form and the material used in the solicitation of
proxies will be paid by the Corporation. The Corporation does not
expect that the solicitation will be made by specially engaged employees
or paid solicitors. Although the Corporation might use such employees
or solicitors if it deems them necessary, no
<PAGE> 19
arrangements or contracts have been made with any such employees or solicitors
as of the date of this statement. In addition to the use of the mails,
solicitation may be made by telephone, telegraph, cable or personal interview.
The Corporation will request record holders of shares beneficially owned by
others to forward this Proxy Statement and related materials to the
beneficial owners of such shares, and will reimburse such record holders
for their reasonable expenses incurred in doing so.
IT IS IMPORTANT THAT PROXIES BE RETURNED
PROMPTLY. Whether or not you attend the meeting, you are urged
to execute and return the proxy.
For the Board of Directors,
Robert H. McKinney
Chairman
March 11, 1999
<PAGE> 20
[CAMERA-READY LOGO OF THE BANK]
Principal Subsidiary of First Indiana Corporation
<PAGE>
[FORM OF PROXY CARD]
REVOCABLE REVOCABLE
PROXY FIRST INDIANA PROXY
CORPORATION
135 North Pennsylvania Street
Indianapolis, Indiana 46204
This Proxy is solicited by the Board of Directors
for the Annual Meeting of Shareholders to be held on April 15, 1999
The undersigned hereby appoints Robert H. McKinney
and Michael L. Smith, and each of them, attorneys-in-fact and proxies, with
full power of substitution, to attend the Annual Meeting of Shareholders
to be held on April 15, 1999 at 9:00 a.m. E.S.T., and at any adjournments or
postponements of the Annual Meeting, and to vote as specified on the reverse
all shares of the Common Stock of First Indiana Corporation which the
undersigned would be entitled to vote if personally present at the Annual
Meeting.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE
(Continued and to be signed on reverse side.)
<PAGE>
FIRST INDIANA CORPORATION
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY
1. ELECTION OF DIRECTORS
For All Withhold All For All Except
[ ] [ ] [ ]
Nominees for a term of three years:
Robert J. Laikin, Marni McKinney and Phyllis W. Minott
- ------------------------------------------------
(Except Nominee(s) written above.)
2. In their discretion, the Proxies are authorized to vote on such other
business as may properly come before the meeting.
This proxy when properly executed will be voted in the manner directed herein
by the undersigned stockholders. If no direction is made, this proxy will be
voted FOR Proposal 1.
The undersigned acknowledges receipt of the Notice of Annual Meeting of
Shareholders, Proxy Statement and Annual Report.
Date ,1999
Signature(s)
THIS SPACE RESERVED FOR
ADDRESSING
Please sign exactly as your
name appears. Joint owners
should each sign personally.
Where applicable, indicate your
official position or representative
capacity.
- ------------------------------------------------------------------------
FOLD AND DETACH HERE
YOUR VOTE IS IMPORTANT.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING
THE ENCLOSED ENVELOPE.
<PAGE>
