<PAGE>
As filed with the Securities and Exchange Commission on May 17, 1996
Registration No. 33-31034
_______________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________________
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
________________________________
AMERIANA BANCORP
_____________________________________________
(Exact name of Registrant as Specified in Its Charter)
Indiana 35-1782688
____________________________ ________________
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2118 Bundy Avenue
New Castle, Indiana 47362-1048
____________________________________________________
(Address of Principal Executive Offices)
Ameriana Bancorp
1996 Stock Option and Incentive Plan
Certain Grants of Stock Options to Directors
____________________________________________________
(Full Title of the Plan)
Harry J. Bailey, President
Ameriana Bancorp
2118 Bundy Avenue
New Castle, Indiana 47362-1048
____________________________________________________
(Name and Address of Agent For Service)
(317) 529-2230
____________________________________________________
(Telephone number, including area code, of agent for service)
Copy to:
Gary R. Bronstein, Esquire
J. Mark Poerio, Esquire
Housley Kantarian & Bronstein, P.C.
1220 19th Street N.W., Suite 700
Washington, D.C. 20036
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================================================================================
Title of each Proposed Maximum Proposed Maximum Amount of
class of Securities Amount to be Offering Price Aggregate Offering Registration
to be registered registered Per Share Price Fee
--------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$1.00 par value 175,000 (1) $(2) $2,291,575 (2) $791.00
========================================================================================================
</TABLE>
(1) Maximum number of shares issuable under Ameriana Bancorp 1996 Stock Option
and Incentive Plan (160,000 shares), as such amounts may be increased in
accordance with said plan in the event of a merger, consolidation,
recapitalization or similar event involving the Registrant; and 15,000
shares underlying options granted to certain directors outside of the stock
option plans maintained by the Registrant as well as the resale of said
15,000 shares.
(2) Under Rule 457(h) the registration fee may be calculated, inter alia, based
----- ----
upon the price at which the options may be exercised. 175,000 shares are
being registered hereby, of which 55,000 are under option at a weighted
average exercise price of $13.165 per share ($724,075 in the aggregate).
The remainder of such shares, which are not presently subject to option
(120,000 shares), are being registered based upon the average of the bid
and asked prices of the common stock of the Registrant as reported on the
National Association of Securities Dealers Automated Quotation, National
Market System ("NMS") on May 14, 1996 of $13.0625 per share ($1,567,500 in
the aggregate). Therefore, the total amount of the offering being
registered herein is $2,291,575.
<PAGE>
EXPLANATORY NOTE
This Registration Statement contains two parts: the first part
contains a Prospectus prepared in accordance with the requirements of Part I of
Form S-3 (in accordance with Section C of the General Instructions to Form S-8)
which covers re-offers and re-sales by the Selling Shareholders listed in the
Prospectus of shares of Common Stock of the Company issued or to be issued upon
exercise of options granted to certain directors outside of the stock option
plans maintained by the Registrant.
The second part contains information required in the Registration
Statement pursuant to Form S-8.
<PAGE>
FORM S-3
Reoffer
Prospectus 15,000 Shares
- ----------
_________________________
AMERIANA BANCORP
_________________________
COMMON STOCK
(Par Value $1.00 Per Share)
_________________________
This Prospectus is being used in connection with the offering, from
time to time, by certain shareholders (the "Selling Shareholders") of Ameriana
Bancorp (the "Company"), of up to 15,000 shares (the "Shares") of common stock,
par value $1.00 per share (the "Common Stock"), of the Company which have been
or may be acquired pursuant to the exercise of options (the "Options") granted
to certain directors of the Company outside of any stock option plan maintained
by the Company. The Shares have been issued or are issuable to the Selling
Shareholders pursuant to and upon the exercise of Options granted or which may
be granted under certain stock option agreements between the Company and the
Selling Shareholders. The Company has received or will receive various amounts
ranging from approximately $5.00 to $10.375 for each Share issued upon the
exercise of Options. The Company will not receive any of the proceeds from the
sale of the Shares by the Selling Shareholders. All expenses of registration
incurred in connection with this offering are being borne by the Company, but
all selling and other expenses incurred by the Selling Shareholders in
connection with the sale of the Shares will be borne by them.
The Company is not aware of any underwriting arrangements with respect
to the sale by the Selling Shareholders of any of the Shares.
The issued and outstanding Common Stock of the Company is listed on
the National Association of Securities Dealers Automated Quotation, National
Market System ("NMS"). Shares of Common Stock which may be issued upon exercise
of Options will also be listed on the NMS. On May 14, 1996, the average of the
bid and asked prices of the Common Stock on the NMS was $13.0625 per share. The
Shares may be offered by or for the account of the Selling Shareholders, from
time to time, on the NMS or on any stock exchange on which the Shares may be
listed at the time of sale, in negotiated transactions, or through a combination
of such methods of sale, at fixed prices which may be changed, at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices, or at negotiated prices. The Selling Shareholders may effect such
transactions by selling Shares to or through broker-dealers who may receive
compensation in the form of discounts, concessions, or commissions from the
Selling Shareholders and/or the purchaser of Shares for whom such broker-dealers
may act as agent or to whom the sell as principal, or both (which compensation
as to a particular broker-dealer might be in excess of customary commissions).
Any broker-dealer acquiring Shares from a Selling Shareholder may sell such
shares in its normal market making activities, through other brokers on a
principal or agency basis, in negotiated transactions, or through a combination
of such methods. See "Selling Shareholders" and "Plan of Distribution."
FOR INFORMATION CONCERNING THE COMPANY'S CURRENT FINANCIAL POSITION
AND OTHER IMPORTANT FACTORS, SEE "RISK FACTORS" AND "INCORPORATION OF CERTAIN
DOCUMENTS BY REFERENCE."
THE PURCHASE OF SECURITIES BEING OFFERED HEREBY IS SUBJECT TO CERTAIN
MATERIAL RISKS. SEE "RISK FACTORS" AT PAGES 3 AND 4 OF THIS PROSPECTUS.
<PAGE>
- --------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION, THE OFFICE OF THRIFT SUPERVISION,
THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY STATE SECURITIES
COMMISSION, NOR HAS THE COMMISSION, OFFICE OR CORPORATION, OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
- --------------------------------------------------------------------------
THE SHARES OF COMMON STOCK OFFERED BY THIS PROSPECTUS ARE NOT SAVINGS
ACCOUNTS OR DEPOSITS AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION, THE BANK INSURANCE FUND, THE SAVINGS ASSOCIATION INSURANCE FUND OR
ANY OTHER GOVERNMENTAL AGENCY, AND INVOLVE INVESTMENT RISK, INCLUDING THE
POSSIBLE LOSS OF PRINCIPAL.
The date of this Prospectus is May 17, 1996.
No person has been authorized to give any information or to make any
representation not contained in this Prospectus, and, if given or made, such
information or representation must not be relied upon as having been authorized
by the Company. This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any securities other than the Common Stock
offered by this Prospectus or an offer to sell or a solicitation of an offer to
buy such Common Stock in any jurisdiction to any person to whom it is unlawful
to make such offer or solicitation in such jurisdiction. Neither the delivery of
this Prospectus nor any sale made hereunder shall, under any circumstances,
create any implication that there has been no change in the affairs of the
Company or that the information herein is correct as of any time subsequent to
the date hereof.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page No.
<S> <C>
Description
Available Information 1
Incorporation of Certain Documents by Reference 1
The Company 2
Risk Factors 3
Use of Proceeds 4
Selling Shareholders 5
Plan of Distribution 5
Indemnification 6
Legal Matters 9
Experts 9
</TABLE>
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports, proxy statements, and other information
with the Securities and Exchange Commission (the "Commissioner"). Such reports,
proxy statements, and other information can be inspected and copied at the
public reference facilities maintained by the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549, and at the following Regional Offices: the
Northeast Regional Office, Seven World Trade Center, Suite 1300, New York, New
York 10048, and the Midwest Regional Office, Citicorp Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of such material can be
obtained by written request from the Public Reference Section of the Commission
at 450 Fifth Street, N.W., Washington, D.C. 20549, or at the Company's main
office at 2118 Bundy Avenue, New Castle, Indiana 47362, and the Company's
reports and proxy statements may be inspected at such offices.
A registration statement on Form S-8, together with all amendments,
exhibits and documents incorporated therein by reference (the "Registration
Statement"), has been filed with the Securities and Exchange Commission (the
"Commission"), Washington, D.C., under the Securities Act of 1933, as amended
(the "Securities Act"), with respect to the Shares offered by this Prospectus.
This Prospectus does not contain all the information set forth in the
Registration Statement, certain parts of which are omitted in accordance with
the rules and regulations of the Commission. Statements in this Prospectus as to
the contents of exhibits are not necessarily complete, and each statement is
qualified in all respects by reference to the copies of documents filed or
incorporated by reference as exhibits to the Registration Statement or otherwise
filed with the Commission. See also "Incorporation of Certain Documents by
Reference."
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents (or parts thereof) filed with the Commission by
the Company are incorporated by reference in this Prospectus:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995 as filed with the Commission on March 29, 1996
(Commission File No. 0-18392).
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1996 as filed with the Commission on May 2, 1996 (Commission File No.
0-18392).
(c) The description of the Company's securities contained in the
Company's Registration Statement on Form S-4 as filed with the Commission on
October 31, 1989.
All documents filed by the Company pursuant to Sections 13(a), 13(c), or
15(d) of the Exchange Act after the date of this Prospectus and prior to the
filing of a post-effective amendment indicating that all of the Shares offered
hereby have been sold, or deregistering all of the Shares that, at the time of
such post-effective amendment, remain unsold, shall be deemed to be incorporated
by reference in this Prospectus and to be a part hereof from the date of filing
of such documents. Any statement contained herein or in any document
incorporated by reference herein which is deemed to be modified or superseded,
shall not be deemed, except as so modified or superseded, to constitute a part
of this Prospectus.
The Company shall furnish without charge to each person, including any
beneficial owner, to whom a copy of this Prospectus is delivered, upon the
written or oral request of such person, copies of any or all of the documents
which are incorporated by reference herein (other than exhibits to such
documents, unless such exhibits are specifically incorporated by reference into
such documents). Written or telephone requests for such documents should be
directed to the Corporate Secretary, Ameriana Bancorp, 2118 Bundy Avenue, New
Castle, Indiana 47362, telephone (317) 529-2230.
1
<PAGE>
THE COMPANY
Ameriana Bancorp (the "Company") was incorporated under Indiana law in
August 1989 for the purpose of becoming the holding company for Ameriana Savings
Bank, F.S.B., New Castle, Indiana (the "Bank"). On March 19, 1990, the Company
acquired all of the Bank's outstanding common stock, and each previously
outstanding share of the Bank's common stock became a share of the Company's
common stock, in connection with the Bank's reorganization into the holding
company form of ownership.
On August 31, 1992, the Company acquired all of the outstanding common
stock of Deer Park Financial Corporation ("DPFC"), the former holding company
for Deer Park Federal Savings and Loan Association, Cincinnati, Ohio (the
"Association"). Subsequently, DPFC was dissolved and liquidated into the
Company, leaving the Association as a direct subsidiary of the Company.
The Company holds all of the stock of the Bank and Association and,
through them, operates two separate savings institutions. In addition, the
Company owns Indiana Title Insurance Company, which provides title insurance
services in Central Indiana. In 1995, the Company invested $1,458,849 in a
minority interest in a limited partnership organized to acquire and manage real
estate investments which qualify for federal tax credits. The Company's
executive offices are the same as those of the Bank described below.
The Bank is a federally chartered savings bank which began operations in
1890. Since 1935, the Bank has been a member of the Federal Home Loan Bank
System, and its savings deposits have been federally insured. On February 25,
1987, the Bank converted to a capital stock savings bank. The Bank's main office
is located at 2118 Bundy Avenue, New Castle, Indiana. It also conducts business
through five branch offices located in New Castle, Middletown, Knightstown,
Greenfield and Anderson, Indiana. In 1995, the Bank purchased land in Avon,
Indiana on which the Bank plans to construct a new branch in 1996. The Bank,
through a wholly owned subsidiary, also operates an insurance agency with
offices in New Castle, Anderson and Greenfield, Indiana, has an ownership
interest in a life insurance underwriting firm located in New Orleans,
Louisiana, and offers a full line of investments and securities products through
its brokerage center.
The business of the Bank consists primarily of attracting deposits from
the general public and originating mortgage loans on single family residences,
and to a lesser extent on multi-family housing and commercial property. The Bank
also makes home improvement loans and consumer loans and through its subsidiary
engages in insurance and brokerage activities. The principal sources of funds
for the Bank's lending activities include deposits received from the general
public, principal amortization and prepayment of loans. The Bank's primary
sources of income are interest and fees on loans and interest on investments.
The Bank has engaged from time to time in purchasing loans and loan
participations in the secondary market. The Bank also invests in various federal
and government agency obligations and other investment securities permitted by
applicable laws and regulations, including mortgage-backed securities. The
Bank's principal expenses are interest paid on deposit accounts and operating
expenses incurred in the operation of the Bank.
The Association is a federally chartered savings and loan association
which began operations in 1915. The Association has been a member of the Federal
Home Loan Bank System since 1933, and its savings deposits have been federally
insured since 1952. On February 26, 1988, the Association converted to a capital
stock savings and loan association.
The Association's main office is located at 7200 Blue Ash Road,
Cincinnati, Ohio. It also conducts business through a branch office located in
Cincinnati, Ohio. In 1995, the Association requested regulatory clearance to
close this branch, and the Association plans to do so in 1996. The Association's
primary market area includes Deer Park and nearby communities in Hamilton
county, as well as adjoining Butler, Clermont and Warren counties.
The business of the Association consists primarily of attracting
deposits from the general public and originating permanent and construction
first mortgage loans on one- to four-family residences, as well as second
2
<PAGE>
mortgage loans on such properties and other types of consumer loans. The
Association also invests in mortgage-backed securities. The principal sources
of funds for the Association's lending activities include deposits received from
the general public, principal amortization and prepayment of loans. The
Association's primary sources of income are interest and fees on loans and
interest on investments. The Association's principal expenses are interest paid
on deposit accounts and operating expenses.
RISK FACTORS
Prospective investors should consider, among other things, the following
factors in connection with a decision to purchase the Common Stock offered
hereby.
SOURCES OF REVENUE FOR THE COMPANY
The Company's principal asset is its investments in the capital stock
of the Bank and in the capital stock of the Association. Because it does not
generate any significant revenues independent of the Bank and the Association,
the Company's ability to declare and make dividend payments or to make
distributions in respect of its Common Stock is dependent on the extent to which
it receives dividends from the Bank and the Association. The ability of the
Bank and the Association to pay dividends to the Company is dependent on their
ability to generate earnings and is subject to a number of regulatory
restrictions and tax considerations. Under current regulations of the Office of
Thrift Supervision (the "OTS"), in order to pay dividends without prior approval
of the OTS, a savings institution must satisfy all of its applicable regulatory
capital requirements. The Bank and the Association currently comply with their
regulatory capital requirements and are considered "well-capitalized" under
applicable banking regulations. At December 31, 1995, the Bank's regulatory
capital ratios were 12.7%, 12.7%, and 24.0%, respectively, for tangible, core
and risk-based capital, compared to OTS regulatory capital requirements of
1.50%, 3.00% and 8.00%, respectively. On the same date, the Association's
regulatory capital ratios were 7.8%, 7.8% and 14.8%, respectively for tangible,
core and risk-based capital. Should the Bank or the Association in the future
fail to meet regulatory capital requirements, the institution failing to meet
such requirements might be unable to pay dividends to the Company. Further,
even assuming they continue to satisfy such requirements, the Bank and the
Association will be restricted by applicable OTS regulations from paying
dividends beyond a specified percentage of their earnings and excess capital,
and will be required to furnish the OTS with 30 days' prior written notice of
any proposed dividend. The OTS will have the opportunity to object to any
proposed dividend during such period. At December 31, 1995, the Bank had $16.6
million and the Association had $1.7 million available for the payment of
dividends to the Company under current OTS regulations. If the Company were
denied access to the earnings of the Bank or the Association, whether by
regulatory restriction, inadequate earnings or deterioration in the Bank's
financial condition, the Company's ability to pay dividends on or make cash
distributions in respect of the Common Stock would be significantly impaired.
POTENTIALLY ADVERSE IMPACT OF INTEREST RATES AND ECONOMIC AND INDUSTRY
CONDITIONS
The savings institution industry is affected by fluctuations in market
interest rates. Like most savings institution holding companies, the Company's
net interest income is affected by general economic and other factors that
influence market interest rates and the Company's ability to respond to changes
in such rates. General economic conditions also affect the credit quality of
the Company's assets. Adverse economic conditions may affect the ability of the
Bank's and Association's borrowers to repay loans, particularly in the areas of
commercial real estate and consumer lending. To the extent that changes in
interest rates and economic conditions adversely affect the Company's financial
condition and results of operations, the Company's ability to make distributions
in respect of the Common Stock may be impaired.
Significant and rapid changes have occurred in the savings institution
industry in recent years, and the future of the industry is subject to various
uncertainties. The traditional role of savings institutions as the nation's
primary housing lenders is diminishing and savings institutions are subject to
increasing competition from commercial banks and mortgage bankers. The savings
institution industry also faces a volatile and uncertain regulatory environment
3
<PAGE>
in which applicable laws, regulations and enforcement policies are subject to
significant change. There can be no assurance that changes in the savings
institution industry, regulatory and otherwise, will not adversely affect the
financial condition and results of operations of the Company and, as a result,
impair its ability to pay dividends on or make distributions in respect of the
Common Stock.
CONSUMER LOANS
The consumer loans granted by the Bank and the Association have included
loans on automobiles and other consumer goods, as well as education loans, loans
secured by savings accounts, credit cards, and secured and unsecured lines of
credit. In 1995, the Company continued to increase the amount of its automobile
loans outstanding as part of its strategic plan. The increase in such loans was
$14.1 million and $11.4 million in 1995 and 1994, respectively. Consumer loans
pose additional risks of collectibility when compared to traditional types of
loans granted by thrift institutions such as residential first mortgage loans.
DEPOSIT INSURANCE PREMIUM DISPARITY; ASSESSMENT ON DEPOSITS
The Bank's and Association's savings deposits are both insured by the
Savings Association Insurance Fund ("SAIF"), which is administered by the
Federal Deposit Insurance Corporation ("FDIC"). The assessment rate currently
ranges from 0.23% of deposits for well capitalized institutions to 0.31% of
deposits for undercapitalized institutions.
The FDIC also administers the Bank Insurance Fund ("BIF"), which has the
same designated reserve ratio as the SAIF. On August 8, 1995, the FDIC adopted
an amendment to the BIF risk-based assessment schedule which lowered the deposit
insurance assessment rate for most commercial banks and other depository
institutions with deposits insured by the BIF to a range of from 0.31% of
insured deposits for undercapitalized BIF-insured institutions to 0.04% of
deposits for well-capitalized institutions, which constitute over 90% of BIF-
insured institutions. The FDIC amendment became effective September 30, 1995.
Subsequently, the FDIC reduced the premium rate for the most highly rated BIF-
insured institutions to the statutory minimum of $1,000 per semi-annual period.
The FDIC amendment creates a substantial disparity in the deposit insurance
premiums paid by BIF and SAIF members and places SAIF-insured savings
institutions at a significant competitive disadvantage to BIF-insured
institutions.
To alleviate this disparity, one proposal being considered by the U.S.
Department of Treasury, the FDIC, and the U.S. Congress provides that a one-time
assessment estimated to be 85 to 90 basis points be imposed on all SAIF-insured
deposits to cause the SAIF insurance fund to reach its designated reserve ratio
(currently 1.25%). An assessment equal to 85 basis points would result in a
pre-tax charge to earnings of $2.4 million for the Company, on a consolidated
basis. Once this special assessment is made and the SAIF is fully
recapitalized, the two funds would eventually be merged into one fund. There
can be no assurance that this proposal or any other proposal will be implemented
or that premiums for either fund will not be adjusted in the future by the FDIC
or legislative action.
The payment of a special assessment would severely and negatively
impact the Bank's results of operations. However, if such a special assessment
is imposed and the SAIF is recapitalized, it could have the effect of reducing
the Bank's insurance premium in the future, thereby creating equal competition
between BIF-insured and SAIF-insured institutions.
In addition, another proposal under consideration by Congress would
require savings associations to convert their charters to that of commercial
banks in connection with a merger of the BIF and the SAIF. Under current tax
laws, a savings association converting to a commercial bank charter must
recapture into taxable income the portion of the tax debt reserve that exceeds
the pre-1988 tax loan loss reserve. If this legislation is enacted into law,
the Bank might also no longer be allowed to use the reserve method for tax loan
loss provisions, but be required to change to the charge-off method for tax
purposes. No certainty exists that the pending legislation will be enacted into
law.
4
<PAGE>
USE OF PROCEEDS
The Shares which may be sold under this Prospectus will be sold for the
respective accounts of each of the Selling Shareholders. Accordingly, the
Company will not realize any proceeds from the sale of the Shares. The Company,
however, will derive net proceeds of approximately $62,625 if all of the
currently unexercised Options are exercised. Such proceeds will be available to
the Company for working capital and general corporate purposes. No assurance can
be given, however, as to when or if any or all of the Options will be exercised.
See "Selling Shareholders" and "Plan of Distribution."
SELLING SHAREHOLDERS
The following table sets forth (i) the name of each Selling Shareholder,
(ii) the nature of any position, office, or other material relationship which
each such Selling Shareholder has had with the Company or any of its affiliates
within the last three (3) years, (iii) the number of Shares offered for each
Selling Shareholder's account, and (iv) the number of Shares and the percentage
owned by each such Selling Shareholder after completion of the offering,
assuming that all Shares offered pursuant to this Prospectus are sold.
<TABLE>
<CAPTION>
Total Shares Number of Shares
Selling Relationship to Owned Prior to Offered for Selling
Shareholder the Company Offering (1) Shareholder's Account
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Charles M. Drackett, Jr. (2) Director 6,800 * 5,000
Michael E. Kent Director 15,000 * 5,000
Ronald R. Pritzke (3) Director 6,795 * 5,000
</TABLE>
_________
* Represents less than 1% of the outstanding Common Stock.
(1) Includes shares that may be acquired within 60 days upon exercise of
outstanding options.
(2) Includes 2,000 shares which may be acquired from the Company within 60
days upon exercise of Options. The exercise price of the Options is
$5.375 per share.
(3) Includes 5,000 shares which may be acquired from the Company within 60
days upon exercise of Options. The exercise price of the Options is
$10.375 per share.
PLAN OF DISTRIBUTION
The sales of the Shares by the Selling Shareholders may be effected,
from time to time, on the NMS or on any stock exchange on which the Shares may
be listed at the time of sale, in negotiated transactions, or through a
combination of such methods of sale, at fixed prices which may be changed, at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices, or at negotiated prices. The Selling Shareholders may
effect such transactions by selling Shares to or through broker-dealers, and
such broker-dealers may receive compensation in the form of discounts,
concessions, or commissions from the Selling Shareholders and/or the purchasers
of Shares for whom such broker-dealers may act as agent or to whom they sell as
principal, or both (which compensation as to a particular broker-dealer might be
in excess of customary commissions).
The Selling Shareholders and any broker-dealers that act in connection
with the sale of the Shares hereunder might be deemed to be "Underwriters"
within the meaning of Section 2(11) of the Securities Act; any commissions
received by them and any profit realized on the resale of Shares as principals
might be deemed to be underwriting compensation under the Securities Act.
5
<PAGE>
Any broker-dealer acquiring Shares from a Selling Shareholder may sell
the Shares either directly, in its normal market-making activities, through or
to other brokers on a principal or agency basis, or to its customers. Any such
sales may be at prices then prevailing on the NMS, at prices related to such
prevailing market prices, at negotiated prices, or at prices reflecting the
application of a combination of such methods.
The Company has advised the Selling Shareholders that anti-manipulative
Rules 10b-5, 10b-6 and 10b-7 promulgated under the Exchange Act may apply to
their sales in the market. The Company has furnished the Selling Shareholders
with copies of these rules, and has informed the Selling Shareholders of the
possible need for them to deliver copies of this Prospectus in connection with
their resales of the Shares. The Selling Shareholders may indemnify any broker-
dealer that participates in transactions involving sale of the Shares against
certain liabilities, including liabilities arising under the Securities Act. Any
commissions paid or any discounts or concessions allowed to any such broker-
dealers, and, if any such broker-dealer purchases shares as a principal, any
profits received on the resale of such Shares may be deemed to be underwriting
discounts and commissions under the Securities Act.
Upon the Company's being notified by any Selling Shareholders that any
material arrangement has been entered into with a broker-dealer for the sale of
Shares through a cross or block trade, a supplemental prospectus will be filed
under Rule 424(c) under the Securities Act, setting forth the name of the
participating broker-dealer(s), the number of shares involved, the price at
which such Shares were sold by the Selling Shareholder, the commissions paid or
discounts or concessions allowed by the Selling Shareholder to such broker-
dealer(s), and where applicable, that such broker-dealer(s), did not conduct any
investigation to verify the information set out in this Prospectus.
Any Shares which qualify for resale pursuant to Rule 144 promulgated
under the Securities Act may be sold under the Rule rather than pursuant to this
Prospectus.
There can be no assurance that the Selling Shareholders will sell all or
even any of the Shares which may be offered by them or any of them hereunder.
INDEMNIFICATION
Federal Regulations clearly define areas for indemnity coverage by
Ameriana Savings Bank, F.S.B. (the "Bank") and Deer Park Federal Savings and
Loan Association (the "Association"), as follows:
(a) Any person against whom any action is brought by reason of the fact
that such person is or was a director or officer of the Bank or the Association
shall be indemnified by the Bank or the Association, respectively, for:
(i) Reasonable costs and expenses, including reasonable
attorney's fees, actually paid or incurred by such person in
connection with proceedings related to the defense or settlement
of such action;
(ii) Any amount for which such person becomes liable by reason
of any judgment in such action;
(iii) Reasonable costs and expenses, including reasonable
attorney's fees, actually paid or incurred in any action to
enforce his rights under this section, if the person attains a
final judgment in favor of such person in such enforcement
action.
(b) Indemnification provided for in subparagraph (a) shall be made to such
officer or director only if the requirements of this subparagraph are met:
(i) The Bank or the Association, as applicable, shall make the
indemnification provided by subparagraph (a) in connection with
any such action which results in a final judgment on the merits
in favor of such officer or director.
6
<PAGE>
(ii) The Bank or the Association, as applicable, shall make the
indemnification provided by subparagraph (a) in case of
settlement of such action, final judgment against such director
or officer or final judgment in favor of such director or officer
other than on the merits except in relation to matters as to
which he shall be adjudged to be liable for negligence or
misconduct in the performance of his duty, only if a majority of
the directors of the Bank or the Association, as applicable,
determines that such a director or officer was acting in good
faith within what he was reasonably entitled to believe under the
circumstances was the scope of his employment or authority and
for a purpose which he was reasonably entitled to believe under
the circumstances was in the best interest of the Bank or the
Association, as applicable, or their members or shareholders.
(c) As used in this paragraph:
(i) "Action" means any action, suit or other judicial or
administrative proceeding, or threatened proceeding, whether
civil, criminal, or otherwise, including any appeal or other
proceeding for review;
(ii) "Court" includes, without limitation, any court to which or
in which any appeal or any proceeding for review is brought;
(iii) "Final Judgment" means a judgment, decree, or order which
is appealable and as to which the period for appeal has expired
and no appeal has been taken;
(iv) "Settlement" includes the entry of a judgment by consent or
by confession or upon a plea of guilty or of nolo contendere.
The Association has a directors and officers liability policy providing for
insurance against certain liabilities incurred by directors and officers of the
Association while serving in their capacities as such, however, the Bank
maintains no such policy.
Article XVIII of the Company's Articles of Incorporation sets forth
circumstances under which directors, officers, employees and agents may be
insured or indemnified against liability which they may incur in their
capacities.
A. Persons. The Corporation shall indemnify, to the extent provided in
-------
paragraphs B, D or F:
1. any person who is or was a director, officer, employee, of the
Corporation; and
2. any person who serves or served at the Corporation's request
as a director, officer, employee, partner or trustee of another corporation,
partnership, joint venture, trust or other enterprise.
B. Extent -- Derivative Suits. In case of a threatened, pending or
--------------------------
completed action or suit by or in the right of the Corporation against a person
named in paragraph A by reason of his holding a position named in paragraph A,
the Corporation shall indemnify him if he satisfies the standard in paragraph C,
for amounts (including attorneys' fees) actually and reasonably incurred by him
in connection with the defense or settlement of the action or suit.
C. Standard -- Derivative Suits. In case of a threatened, pending or
----------------------------
completed action or suit by or in the right of the Corporation, a person named
in paragraph A shall be indemnified only if:
1. he is successful on the merits or otherwise; or
7
<PAGE>
2. he acted in good faith in the transaction which is the subject
of the suit or action, and in a manner he reasonably believed to be in, or not
opposed to, the best interest of the Corporation, including, but not limited to,
the taking of any and all actions in connection with the Corporation's response
to any tender offer or any offer or proposal of another party to engage in a
Business Combination (as defined in Article XV of the Company's Articles of
Incorporation) not approved by the board of directors. However, he shall not be
indemnified in respect of any claim, issue or matter as to which he has been
adjudged liable to the Corporation unless (and only to the extent that) the
court in which the suit was brought shall determine, upon application, that
despite the adjudication but in view of all the circumstances, he is fairly and
reasonably entitled to indemnity for such expenses as the court shall deem
proper.
D. Extent -- Nonderivative Suits. In case of a threatened, pending or
-----------------------------
completed suit, action or proceeding (whether civil, criminal, administrative or
investigative), other than a suit by or in the right of the Corporation,
together hereafter referred to as a nonderivative suit, against a person named
in paragraph A by reason of his holding a position named in paragraph A, the
Corporation shall indemnify him if he satisfies the standard in paragraph E, for
amounts actually and reasonably incurred by him in connection with the defense
or settlement of the nonderivative suit, including, but not limited to (i)
expenses (including attorneys' fees), (ii) amounts paid in settlement, (iii)
judgments, and (iv) fines.
E. Standard -- Nonderivative Suits. In case of a nonderivative suit, a
-------------------------------
person named in paragraph A shall be indemnified only if:
1. he is successful on the merits or otherwise; or
2. he acted in good faith in the transaction which is the
subject of the nonderivative suit and in a manner he reasonably believed to be
in, or not opposed to, the best interests of the Corporation, including, but not
limited to, the taking of any and all actions in connection with the
Corporation's response to any tender offer or any offer or proposal of another
party to engage in a Business Combination (as defined in Article XV of the
Company's Articles of Incorporation) not approved by the board of directors and,
with respect to any criminal action or proceeding, he had no reasonable cause to
believe his conduct was unlawful. The termination of a nonderivative suit by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
---- ----------
its equivalent shall not, in itself, create a presumption that the person failed
to satisfy the standard of this paragraph E.2.
F. Determination That Standard Has Been Met. A determination that the
----------------------------------------
standard of paragraph C or E has been satisfied may be made by a court, or,
except as stated in paragraph C.2 (second sentence), the determination may be
made by:
1. the board of directors by a majority vote of a quorum
consisting of directors of the Corporation who were not parties to the action,
suit or proceeding; or
2. independent legal counsel (appointed by a majority of the
disinterested directors of the Corporation, whether or not a quorum, or, if
there is no disinterested director, appointed by a court of competent
jurisdiction) in a written opinion; or
3. the shareholders of the Corporation.
G. Proration. Anyone making a determination under paragraph F may
---------
determine that a person has met the standard as to some matters but not as to
others, and may reasonably prorate amounts to be indemnified.
H. Advance Payment. The Corporation may pay in advance any expenses
---------------
(including attorneys' fees) which may become subject to indemnification under
paragraphs A-G if the person receiving the payment undertakes in writing to
repay the same if it is ultimately determined that he is not entitled to
indemnification by the Corporation under paragraphs A-G.
8
<PAGE>
I. Nonexclusive. The indemnification and advancement of expenses provided
------------
by paragraphs A-H or otherwise granted pursuant to Indiana law shall not be
exclusive of any other rights to which a person may be entitled by law, bylaw,
agreement, vote of shareholders or disinterested directors, or otherwise.
J. Continuation. The indemnification and advance payment provided by
------------
paragraphs A-H shall continue as to a person who has ceased to hold a position
named in paragraph A and shall inure to his heirs, executors and administrators.
K. Insurance. The Corporation may purchase and maintain insurance on
---------
behalf of any person who holds or who has held any position named in paragraph
A, against any liability incurred by him in any such position, or arising out of
his status as such, whether or not the Corporation would have power to indemnify
him against such liability under paragraphs A-H of this Article XVIII.
L. Savings Clause. If this Article XVIII or any portion hereof shall be
--------------
invalidated on any ground by any court of competent jurisdiction, then the
Corporation shall nevertheless indemnify each director, officer, employee, and
agent of the Corporation as to costs, charges, and expenses (including
attorneys' fees), judgments, fines, and amounts paid in settlement with respect
to any action, suit, or proceeding, whether civil, criminal, administrative, or
investigative, including an action by or in the right of the Corporation to the
full extent permitted by any applicable portion of this Article XVIII that shall
not have been invalidated and to the full extent permitted by applicable law.
The Company does not maintain insurance against certain liabilities
incurred by directors and officers of Ameriana while serving in their capacities
as such.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended, may be permitted to directors, officers or persons
controlling the Registrant pursuant to directors, officers or persons
controlling the Registrant pursuant to the foregoing provisions, the Registrant
has been informed that in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in the Act and is
therefore unenforceable.
EXPERTS
The consolidated financial statements of the Company as of December 31,
1995 and 1994, and for the two years then ended have been audited by Geo. S.
Olive & Co., LLC, independent auditors, and for the year ended December 31,
1993, have been audited by Ernst & Young LLP, independent auditors, as set forth
in their respective reports, and are incorporated by reference in this
Prospectus in reliance upon such reports given upon the authority of such firms
as experts in accounting and auditing.
LEGAL MATTERS
The validity of the Common Stock offered hereby will be passed upon for
the Company by Housley Kantarian & Bronstein, P.C., 1220 19th Street, N.W.,
Suite 700, Washington, D.C. 20036.
9
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION
10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION*
- ------
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*
- ------
*Documents containing the information required by Part I of this
Registration Statement will be sent or given to each optionee in accordance with
Rule 428(b)(1). In accordance with the Note to Part I of Form S-8, such
documents are not filed with the Securities and Exchange Commission (the
"Commission") either as part of this Registration Statement or as prospectuses
or prospectus supplements.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
- ------
Ameriana Bancorp (the "Company") is subject to the informational
requirements of the Securities Exchange Act of 1934 (the "1934 Act") and,
accordingly, files periodic reports and other information with the Securities
and Exchange Commission (the "Commission"). Reports, proxy statements and other
information concerning the Company filed with the Commission may be inspected
and copies may be obtained (at prescribed rates) at the Commission's Public
Reference Section, Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549.
The following documents are incorporated by reference in this
Registration Statement:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995 as filed with the Commission on March 29, 1996
(Commission File No. 0-18392).
(b) The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1996 as filed with the Commission on May 2, 1996 (Commission
File No. 0-18392).
(c) The description of the Company's securities contained in the
Company's Registration Statement on Form S-4 as filed with the Commission on
October 31, 1989.
ALL DOCUMENTS FILED BY THE COMPANY PURSUANT TO SECTIONS 13(A), 13(C),
14, AND 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 AFTER THE DATE HEREOF AND
PRIOR TO THE TERMINATION OF THE OFFERING OF THE SHARES OF COMMON STOCK, PAR
VALUE $1.00 PER SHARE ("COMMON STOCK") SHALL BE DEEMED TO BE INCORPORATED BY
REFERENCE IN THIS REGISTRATION STATEMENT, AND TO BE A PART HEREOF FROM THE DATE
OF FILING OF SUCH DOCUMENTS.
ITEM 4. DESCRIPTION OF SECURITIES
- ------
Not applicable, as the Common Stock is registered under Section 12 of
the Securities Exchange Act of 1934.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
- ------
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
- ------
INDEMNIFICATION OF DIRECTORS AND OFFICERS OF AMERIANA SAVINGS BANK,
F.S.B. AND DEER PARK FEDERAL SAVINGS AND LOAN ASSOCIATION
Federal Regulations clearly define areas for indemnity coverage by Ameriana
Savings Bank, F.S.B. (the "Bank") and Deer Park Federal Savings and Loan
Association (the "Association"), as follows:
(a) Any person against whom any action is brought by reason of the
fact that such person is or was a director or officer of the Bank or the
Association shall be indemnified by the Bank or the Association, respectively,
for:
(i) Reasonable costs and expenses, including reasonable
attorney's fees, actually paid or incurred by such person in
connection with proceedings related to the defense or
settlement of such action;
10
<PAGE>
(ii) Any amount for which such person becomes liable by reason
of any judgment in such action;
(iii) Reasonable costs and expenses, including reasonable
attorney's fees, actually paid or incurred in any action to
enforce his rights under this section, if the person attains a
final judgment in favor of such person in such enforcement
action.
(b) Indemnification provided for in subparagraph (a) shall be made to such
officer or director only if the requirements of this subparagraph are met:
(i) The Bank or the Association, as applicable, shall make the
indemnification provided by subparagraph (a) in connection with
any such action which results in a final judgment on the merits
in favor of such officer or director.
(ii) The Bank or the Association, as applicable, shall make the
indemnification provided by subparagraph (a) in case of
settlement of such action, final judgment against such director
or officer or final judgment in favor of such director or officer
other than on the merits except in relation to matters as to
which he shall be adjudged to be liable for negligence or
misconduct in the performance of his duty, only if a majority of
the directors of the Bank or the Association, as applicable,
determines that such a director or officer was acting in good
faith within what he was reasonably entitled to believe under the
circumstances was the scope of his employment or authority and
for a purpose which he was reasonably entitled to believe under
the circumstances was in the best interest of the Bank or the
Association, as applicable, or their members or shareholders.
(c) As used in this paragraph:
(i) "Action" means any action, suit or other judicial or
administrative proceeding, or threatened proceeding, whether
civil, criminal, or otherwise, including any appeal or other
proceeding for review;
(ii) "Court" includes, without limitation, any court to which or
in which any appeal or any proceeding for review is brought;
(iii) "Final Judgment" means a judgment, decree, or order which
is appealable and as to which the period for appeal has expired
and no appeal has been taken;
(iv) "Settlement" includes the entry of a judgment by consent or
by confession or upon a plea of guilty or of nolo contendere.
The Association has a directors and officers liability policy providing for
insurance against certain liabilities incurred by directors and officers of the
Association while serving in their capacities as such, however, the Bank
maintains no such policy.
11
<PAGE>
INDEMNIFICATION OF DIRECTORS AND OFFICERS OF THE COMPANY
Article XVIII of the Company's Articles of Incorporation sets forth
circumstances under which directors, officers, employees and agents may be
insured or indemnified against liability which they may incur in their
capacities.
ARTICLE XVIII
INDEMNIFICATION
A. Persons. The Corporation shall indemnify, to the extent provided in
-------
paragraphs B, D or F:
1. any person who is or was a director, officer, employee, of the
Corporation; and
2. any person who serves or served at the Corporation's request as a
director, officer, employee, partner or trustee of another corporation,
partnership, joint venture, trust or other enterprise.
B. Extent -- Derivative Suits. In case of a threatened, pending or
--------------------------
completed action or suit by or in the right of the Corporation against a person
named in paragraph A by reason of his holding a position named in paragraph A,
the Corporation shall indemnify him if he satisfies the standard in paragraph C,
for amounts (including attorneys' fees) actually and reasonably incurred by him
in connection with the defense or settlement of the action or suit.
C. Standard -- Derivative Suits. In case of a threatened, pending or
----------------------------
completed action or suit by or in the right of the Corporation, a person named
in paragraph A shall be indemnified only if:
1. he is successful on the merits or otherwise; or
2. he acted in good faith in the transaction which is the subject of the
suit or action, and in a manner he reasonably believed to be in, or not opposed
to, the best interest of the Corporation, including, but not limited to, the
taking of any and all actions in connection with the Corporation's response to
any tender offer or any offer or proposal of another party to engage in a
Business Combination (as defined in Article XV of the Company's Articles of
Incorporation) not approved by the board of directors. However, he shall not be
indemnified in respect of any claim, issue or matter as to which he has been
adjudged liable to the Corporation unless (and only to the extent that) the
court in which the suit was brought shall determine, upon application, that
despite the adjudication but in view of all the circumstances, he is fairly and
reasonably entitled to indemnity for such expenses as the court shall deem
proper.
D. Extent -- Nonderivative Suits. In case of a threatened, pending or
-----------------------------
completed suit, action or proceeding (whether civil, criminal, administrative or
investigative), other than a suit by or in the right of the Corporation,
together hereafter referred to as a nonderivative suit, against a person named
in paragraph A by reason of his holding a position named in paragraph A, the
Corporation shall indemnify him if he satisfies the standard in paragraph E, for
amounts actually and reasonably incurred by him in connection with the defense
or settlement of the nonderivative suit, including, but not limited to (i)
expenses (including attorneys' fees), (ii) amounts paid in settlement, (iii)
judgments, and (iv) fines.
E. Standard -- Nonderivative Suits. In case of a nonderivative suit, a
-------------------------------
person named in paragraph A shall be indemnified only if:
1. he is successful on the merits or otherwise; or
12
<PAGE>
2. he acted in good faith in the transaction which is the subject of the
nonderivative suit and in a manner he reasonably believed to be in, or not
opposed to, the best interests of the Corporation, including, but not limited
to, the taking of any and all actions in connection with the Corporation's
response to any tender offer or any offer or proposal of another party to engage
in a Business Combination (as defined in Article XV of the Company's Articles of
Incorporation) not approved by the board of directors and, with respect to any
criminal action or proceeding, he had no reasonable cause to believe his conduct
was unlawful. The termination of a nonderivative suit by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent
---- ----------
shall not, in itself, create a presumption that the person failed to satisfy the
standard of this paragraph E.2.
F. Determination That Standard Has Been Met. A determination that the
----------------------------------------
standard of paragraph C or E has been satisfied may be made by a court, or,
except as stated in paragraph C.2 (second sentence), the determination may be
made by:
1. the board of directors by a majority vote of a quorum consisting of
directors of the Corporation who were not parties to the action, suit or
proceeding; or
2. independent legal counsel (appointed by a majority of the disinterested
directors of the Corporation, whether or not a quorum, or, if there is no
disinterested director, appointed by a court of competent jurisdiction) in a
written opinion; or
3. the shareholders of the Corporation.
G. Proration. Anyone making a determination under paragraph F may
---------
determine that a person has met the standard as to some matters but not as to
others, and may reasonably prorate amounts to be indemnified.
H. Advance Payment. The Corporation may pay in advance any expenses
---------------
(including attorneys' fees) which may become subject to indemnification under
paragraphs A-G if the person receiving the payment undertakes in writing to
repay the same if it is ultimately determined that he is not entitled to
indemnification by the Corporation under paragraphs A-G.
I. Nonexclusive. The indemnification and advancement of expenses provided
------------
by paragraphs A-H or otherwise granted pursuant to Indiana law shall not be
exclusive of any other rights to which a person may be entitled by law, bylaw,
agreement, vote of shareholders or disinterested directors, or otherwise.
J. Continuation. The indemnification and advance payment provided by
------------
paragraphs A-H shall continue as to a person who has ceased to hold a position
named in paragraph A and shall inure to his heirs, executors and administrators.
K. Insurance. The Corporation may purchase and maintain insurance on
---------
behalf of any person who holds or who has held any position named in paragraph
A, against any liability incurred by him in any such position, or arising out of
his status as such, whether or not the Corporation would have power to indemnify
him against such liability under paragraphs A-H of this Article XVIII.
L. Savings Clause. If this Article XVIII or any portion hereof shall be
--------------
invalidated on any ground by any court of competent jurisdiction, then the
Corporation shall nevertheless indemnify each director, officer, employee, and
agent of the Corporation as to costs, charges, and expenses (including
attorneys' fees), judgments, fines, and amounts paid in settlement with respect
to any action, suit, or proceeding, whether civil, criminal, administrative, or
investigative, including an action by or in the right of the Corporation to the
full extent permitted by any applicable portion of this Article XVIII that shall
not have been invalidated and to the full extent permitted by applicable law.
13
<PAGE>
The Company does not maintain insurance against certain liabilities
incurred by directors and officers of the Company while serving in their
capacities as such.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
- ------
Not Applicable.
ITEM 8. EXHIBITS
- ------
For a list of all exhibits filed or included as part of this
Registration Statement, see "Index to Exhibits" at the end of this Registration
Statement.
ITEM 9. UNDERTAKINGS
- ------
1. The undersigned Registrant hereby undertakes:
(a) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement.
(b) That, for the purpose of determining any liability under the
Securities Act of 1934, to treat each post-effective amendment as a new
registration statement relating to the securities offered, and the offering of
the securities at that time to be the initial bona fide offering.
(c) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
2. The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
3. The undersigned Registrant hereby undertakes to deliver or cause
to be delivered with the prospectus, to each person to whom the prospectus is
sent or given, the latest annual report to security holders that is incorporated
by reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
4. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
14
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned thereunto
duly authorized, in the City of New Castle, State of Indiana, on May 16, 1996.
AMERIANA BANCORP
By: /s/ Harry J. Bailey
-----------------------------
Harry J. Bailey
President and
Chief Executive Officer
(Duly Authorized Representative)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signatures Title Date
- ---------- ----- ----
<S> <C> <C>
/s/ Paul W. Prior Chairman of the Board May 16, 1996
- ----------------------------
Paul W. Prior
/s/ Harry J. Bailey President, Chief Executive May 16, 1996
- ----------------------------
Harry J. Bailey Officer and a Director
(Principal Executive Officer)
/s/ Howard J. Pruim Senior Vice President and May 16, 1996
- ----------------------------
Howard J. Pruim Chief Financial Officer
(Principal Financial and
Accounting Officer)
/s/ Donald C. Danielson Director May 16, 1996
- ----------------------------
Donald C. Danielson
/s/ Charles M. Drackett, Jr. Director May 16, 1996
- ----------------------------
Charles M. Drackett, Jr.
/s/ R. Scott Hayes Director May 16, 1996
- ----------------------------
R. Scott Hayes
/s/ Michael E. Kent Director May 16, 1996
- ----------------------------
Michael E. Kent
/s/ Ronald R. Pritzke Director May 16, 1996
- ----------------------------
Ronald R. Pritzke
</TABLE>
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequential
Exhibit Description Page Number
- ------- ----------- -----------
<S> <C>
4.1 Ameriana Bancorp 1996 Stock Option and Incentive Plan
4.2 Form of Stock Option Agreement to be entered into with Optionees
with respect to Incentive Stock Options granted under the Ameriana
Bancorp 1996 Stock Option and Incentive Plan
4.3 Form of Stock Option Agreement to be entered into with Optionees with
respect to Non-Incentive Stock Options granted under the Ameriana
Bancorp 1996 Stock Option and Incentive Plan
4.4 Form of Agreement to be entered into with Optionees with respect to
Stock Appreciation Rights granted under the Ameriana Bancorp 1996
Stock Option and Incentive Plan
4.5 Stock Option Agreements evidencing awards to directors Drackett, Kent
and Pritzke made outside of any stock option plan maintained by the
Company
4.6 Ameriana Bancorp 1987 Stock Option Plan
5 Opinion of Housley Kantarian & Bronstein, P.C. as to the validity of
the Common Stock being registered
23 Consent of Housley Kantarian & Bronstein, P.C. (appears in their
opinion filed as Exhibit 5)
23.1 Consent of Independent Certified Public Accountants
99.1 Certified Minutes of the Board of Directors' meeting at which the
1996 Stock Option and Incentive Plan was approved
</TABLE>
<PAGE>
AMERIANA BANCORP
1996 STOCK OPTION AND INCENTIVE PLAN
1. PURPOSE OF THE PLAN.
The purpose of this Plan is to advance the interests of the Company through
providing select key Employees and Directors of the Company and its
Affiliates with the opportunity to acquire Shares. By encouraging such
stock ownership, the Company seeks to attract, retain and motivate the best
available personnel for positions of substantial responsibility and to
provide additional incentive to Directors and key Employees of the Company
or any Affiliate to promote the success of the business.
2. DEFINITIONS.
As used herein, the following definitions shall apply.
(a) "Affiliate" shall mean any "parent corporation" or "subsidiary
corporation" of the Company, as such terms are defined in Section
424(e) and (f), respectively, of the Code.
(b) "Agreement" shall mean a written agreement entered into in accordance
with Paragraph 5(c).
(c) "Awards" shall mean, collectively, Options and SARs, unless the
context clearly indicates a different meaning.
(d) "Board" shall mean the Board of Directors of the Company.
(e) "Code" shall mean the Internal Revenue Code of 1986, as amended.
(f) "Committee" shall mean the Stock Option Committee appointed by the
Board in accordance with Paragraph 5(a) hereof.
(g) "Common Stock" shall mean the common stock of the Company.
(h) "Company" shall mean Ameriana Bancorp.
(i) "Continuous Service" shall mean the absence of any interruption or
termination of service as an Employee or Director of the Company or an
Affiliate. Continuous Service shall not be considered interrupted in
the case of sick leave, military leave or any other leave of absence
approved by the Company, in the case of transfers between payroll
locations of the Company or between the Company, an Affiliate or a
successor, or in the case of a Director's performance of services in
an emeritus or advisory capacity.
(j) "Director" shall mean any member of the Board, and any member of the
board of directors of any Affiliate that the Board has by resolution
designated as being eligible for participation in this Plan.
(k) "Disability" shall mean a physical or mental condition, which in the
sole and absolute discretion of the Committee, is reasonably expected
to be of indefinite duration and to substantially prevent a
Participant from fulfilling his or her duties or responsibilities to
the Company or an Affiliate.
(l) "Disinterested Person" shall mean any member of the Board who, at the
time discretion under the Plan is exercised, is a "disinterested
person" within the meaning of Rule 16b-3.
(m) "Effective Date" shall mean the date specified in Paragraph 14 hereof.
<PAGE>
(n) "Employee" shall mean any person employed by the Company or an
Affiliate.
(o) "Exercise Price" shall mean the price per Optioned Share at which an
Option or SAR may be exercised.
(p) "ISO" means an option to purchase Common Stock which meets the
requirements set forth in the Plan, and which is intended to be and is
identified as an "incentive stock option" within the meaning of
Section 422 of the Code.
(q) "Market Value" shall mean the fair market value of the Common Stock,
as determined under Paragraph 7(b) hereof.
(r) "Non-ISO" means an option to purchase Common Stock which meets the
requirements set forth in the Plan but which is not intended to be and
is not identified as an ISO.
(s) "Option" means an ISO and/or a Non-ISO.
(t) "Optioned Shares" shall mean Shares subject to an Award granted
pursuant to this Plan.
(u) "Participant" shall mean any person who receives an Award pursuant to
the Plan.
(v) "Plan" shall mean this Ameriana Bancorp 1996 Stock Option and
Incentive Plan.
(w) "Rule 16b-3" shall mean Rule 16b-3 of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended.
(x) "Share" shall mean one share of Common Stock.
(y) "SAR" (or "Stock Appreciation Right") means a right to receive the
appreciation in value, or a portion of the appreciation in value, of a
specified number of shares of Common Stock.
(z) "Year of Service" shall mean a full twelve-month period, measured from
the date of an Award and each annual anniversary of that date, during
which a Participant has not terminated Continuous Service for any
reason.
3. TERM OF THE PLAN AND AWARDS.
(a) Term of the Plan. The Plan shall continue in effect for a term of
five years from the Effective Date, unless sooner terminated pursuant
to Paragraph 16 hereof. No Award shall be granted under the Plan
after five years from the Effective Date.
(b) Term of Awards. The term of each Award granted under the Plan shall
be established by the Committee, but shall not exceed 10 years;
provided, however, that in the case of an Employee who owns Shares
representing more than 10% of the outstanding Common Stock at the time
an ISO is granted, the term of such ISO shall not exceed five years.
2
<PAGE>
4. SHARES SUBJECT TO THE PLAN.
(a) General Rule. Except as otherwise required under Section 11, the
aggregate number of Shares deliverable pursuant to Awards shall not
exceed 160,000/1/ Shares. Such Shares may either be (i) authorized
but unissued Shares, (ii) Shares held in treasury, or (iii) shares
held in a grantor trust maintained by the Company. If any Awards
should expire, become unexercisable, or be forfeited for any reason
without having been exercised, the Optioned Shares shall, unless the
Plan shall have been terminated, be available for the grant of
additional Awards under the Plan.
(b) Special Rule for SARs. The number of Shares with respect to which an
SAR is granted, but not the number of Shares which the Company
delivers or could deliver to an Employee or individual upon exercise
of an SAR, shall be charged against the aggregate number of Shares
remaining available under the Plan; provided, however, that in the
case of an SAR granted in conjunction with an Option, under
circumstances in which the exercise of the SAR results in termination
of the Option and vice versa, only the number of Shares subject to the
Option shall be charged against the aggregate number of Shares
remaining available under the Plan. The Shares involved in an Option
as to which option rights have terminated by reason of the exercise of
a related SAR, as provided in Paragraph 10 hereof, shall not be
available for the grant of further Options under the Plan.
5. ADMINISTRATION OF THE PLAN.
(a) Composition of the Committee. The Plan shall be administered by the
Committee, which shall consist of not less than three (3) members of
the Board who are Disinterested Persons. Members of the Committee
shall serve at the pleasure of the Board. In the absence at any time
of a duly appointed Committee, the Plan shall be administered by those
members of the Board who are Disinterested Persons.
(b) Powers of the Committee. Except as limited by the express provisions
of the Plan or by resolutions adopted by the Board, the Committee
shall have sole and complete authority and discretion (i) to select
Participants and grant Awards, (ii) to determine the form and content
of Awards to be issued in the form of Agreements under the Plan, (iii)
to interpret the Plan, (iv) to prescribe, amend and rescind rules and
regulations relating to the Plan, and (v) to make other deter
minations necessary or advisable for the administration of the Plan.
The Committee shall have and may exercise such other power and
authority as may be delegated to it by the Board from time to time. A
majority of the entire Committee shall constitute a quorum and the
action of a majority of the members present at any meeting at which a
quorum is present, or acts approved in writing by a majority of the
Committee without a meeting, shall be deemed the action of the
Committee.
(c) Agreement. Each Award shall be evidenced by a written agreement
containing such provisions as may be approved by the Committee. Each
such Agreement shall constitute a binding contract between the Company
and the Participant, and every Participant, upon acceptance of such
Agreement, shall be bound by the terms and restrictions of the Plan
and of such Agreement. The terms of each such Agreement shall be in
accordance with the Plan, but each Agreement may include such
additional provisions and restrictions determined by the Committee, in
its discretion, provided that such additional provisions and
restrictions are not inconsistent with the terms of the Plan. In
particular, the Committee shall set forth in each Agreement (i) the
Exercise Price of an Option or SAR, (ii) the number of Shares subject
to, and the expiration date of, the Award, (iii)
____________________________
/1/ Reflects four-for-three stock split in the form of a stock dividend
effective March 15, 1996.
3
<PAGE>
the manner, time and rate (cumulative or otherwise) of exercise or
vesting of such Award, and (iv) the restrictions, if any, to be placed
upon such Award, or upon Shares which may be issued upon exercise of
such Award.
The Chairman of the Committee and such other Directors and officers as
shall be designated by the Committee are hereby authorized to execute
Agreements on behalf of the Company and to cause them to be delivered
to the recipients of Awards.
(d) Effect of the Committee's Decisions. All decisions, determinations
and interpretations of the Committee shall be final and conclusive on
all persons affected thereby.
(e) Indemnification. In addition to such other rights of indemnification
as they may have, the members of the Committee shall be indemnified by
the Company in connection with any claim, action, suit or proceeding
relating to any action taken or failure to act under or in connection
with the Plan or any Award, granted hereunder to the full extent
provided for under the Company's governing instruments with respect to
the indemnification of Directors.
6. GRANT OF OPTIONS.
(a) General Rule. The Committee shall make the Awards required under
Paragraph 9 of this Plan, and shall otherwise have the discretion to
make Awards only to Employees (including Employees who are Directors).
In selecting those Employees to whom Awards will be granted and the
number of shares covered by such Awards, the Committee shall consider
the position, duties and responsibilities of the eligible Employees,
the value of their services to the Company and its Affiliates, and any
other factors the Committee may deem relevant.
(b) Special Rules for ISOs. The aggregate Market Value, as of the date
the Option is granted, of the Shares with respect to which ISOs are
exercisable for the first time by an Employee during any calendar year
(under all incentive stock option plans, as defined in Section 422 of
the Code, of the Company or any present or future Affiliate of the
Company) shall not exceed $100,000. Notwithstanding the foregoing,
the Committee may grant Options in excess of the foregoing
limitations, in which case such Options granted in excess of such
limitation shall be Options which are Non-ISOs.
7. EXERCISE PRICE FOR OPTIONS.
(a) Limits on Committee Discretion. The Exercise Price as to any
particular Option shall not be less than 50% (100% for ISOs) of the
Market Value of the Optioned Shares on the date of grant. In the case
of an Employee who owns Shares representing more than 10% of the
Company's out standing Shares of Common Stock at the time an ISO is
granted, the Exercise Price shall not be less than 110% of the Market
Value of the Optioned Shares at the time the ISO is granted.
(b) Standards for Determining Exercise Price. If the Common Stock is
listed on a national securities exchange (including the NASDAQ
National Market System) on the date in question, then the Market Value
per Share shall be the average of the highest and lowest selling price
on such exchange on such date, or if there were no sales on such date,
then the Exercise Price shall be the mean between the bid and asked
price on such date. If the Common Stock is traded otherwise than on a
national securities exchange on the date in question, then the Market
Value per Share shall be the mean between the bid and asked price on
such date, or, if there is no bid and asked price on such date, then
on the next prior business day on which there was a bid and asked
price. If no such bid and asked price is available, then the Market
Value per Share shall be its fair market value as determined by the
Committee, in its sole and absolute discretion.
4
<PAGE>
8. EXERCISE OF OPTIONS.
(a) Generally. Any Option granted hereunder shall be exercisable at such
times and under such con ditions as shall be permissible under the
terms of the Plan and of the Agreement granted to a Participant. An
Option may not be exercised for a fractional Share.
(b) Procedure for Exercise. A Participant may exercise Options, subject
to provisions relative to its termination and limitations on its
exercise, only by (1) written notice of intent to exercise the Option
with respect to a specified number of Shares, and (2) payment to the
Company (contemporaneously with delivery of such notice) in cash, in
Common Stock, or a combination of cash and Common Stock, of the amount
of the Exercise Price for the number of Shares with respect to which
the Option is then being exercised. Each such notice (and payment
where required) shall be delivered, or mailed by prepaid registered or
certified mail, addressed to the Treasurer of the Company at the
Company's executive offices. Common Stock utilized in full or partial
payment of the Exercise Price for Options shall be valued at its
Market Value at the date of exercise, and may consist of Shares
subject to the Option being exercised. Upon a Participant's exercise
of an Option, the Company may, in the discretion of the Committee, pay
to the Participant a cash amount up to but not exceeding the amount of
dividends, if any, declared on the underlying Shares between the date
of grant and the date of exercise of the Option.
(c) Period of Exercisability. Except to the extent otherwise provided in
the terms of an Agreement, an Option may be exercised by a Participant
only while he is an Employee and has maintained Continuous Service
from the date of the grant of the Option, or within three months after
termination of such Continuous Service (but not later than the date on
which the Option would otherwise expire), except if the Employee's
Continuous Service terminates by reason of --
(1) "Just Cause" which for purposes hereof shall have the meaning set
forth in any unexpired employment or severance agreement between
the Participant and the Company (and, in the absence of any such
agreement, shall mean termination because of the Employee's
personal dishonesty, incompetence, willful misconduct, breach of
fiduciary duty involving personal profit, intentional failure to
perform stated duties, willful violation of any law, rule or
regulation (other than traffic violations or similar offenses) or
final cease-and-desist order), then the Participant's rights to
exercise such Option shall expire on the date of such
termination;
(2) death, then to the extent that the Participant would have been
entitled to exercise the Option immediately prior to his death,
such Option of the deceased Participant may be exercised within
two years from the date of his death (but not later than the date
on which the Option would otherwise expire) by the personal
representatives of his estate or person or persons to whom his
rights under such Option shall have passed by will or by laws of
descent and distribution;
(3) Disability, then to the extent that the Participant would have
been entitled to exercise the Option immediately prior to his or
her Disability, such Option may be exercised within one year from
the date of termination of employment due to Disability, but not
later than the date on which the Option would otherwise expire.
(d) Effect of the Committee's Decisions. The Committee's determination
whether a Participant's Continuous Service has ceased, and the
effective date thereof, shall be final and conclusive on all persons
affected thereby.
5
<PAGE>
9. GRANTS OF OPTIONS TO NON-EMPLOYEE DIRECTORS.
(a) Automatic Grants. Notwithstanding any other provisions of this Plan,
each Director who is not an Employee but is a Director on the
Effective Date shall receive, on said date, Non-ISOs to purchase
8,000/2/ Shares. The Exercise Price per Share will be equal to the
Market Value of a Share on the date of grant. Each Director who joins
the Board after the Effective Date and who is not then an Employee
shall receive, on the date of joining the Board, Non-ISOs to purchase
8,000/2/ of the Shares reserved under Paragraph 4(a) of the Plan, at
an Exercise Price per Share equal to its Market Value on the date of
grant.
(b) Terms of Exercise. Options received under the provisions of this
Paragraph may be exercised from time to time by (a) written notice of
intent to exercise the Option with respect to all or a specified
number of the Optioned Shares, and (b) payment to the Company
(contemporaneously with the delivery of such notice), in cash, in
Common Stock, or a combination of cash and Common Stock, of the amount
of the Exercise Price for the number of the Optioned Shares with
respect to which the Option is then being exercised. Each such notice
and payment shall be delivered, or mailed by prepaid registered or
certified mail, addressed to the Treasurer of the Company at the
Company 's executive offices. A Director who exercises Options
pursuant to this Paragraph may satisfy all applicable federal, state
and local income and employment tax withholding obligations, in whole
or in part, by irrevocably electing to have the Company withhold
shares of Common Stock, or to deliver to the Company shares of Common
Stock that he already owns, having a value equal to the amount
required to be withheld; provided that to the extent not inconsistent
herewith, such election otherwise complies with those requirements of
Paragraphs 8 and 19 hereof.
Options granted under this Paragraph shall become exercisable on the
date that the Plan receives stockholder approval pursuant to Paragraph
14 hereof. Such Options shall have a term of ten years and expire one
year after the date on which a Director terminates Continuous Service
on the Board, but in no event later than the date on which such
Options would otherwise expire. In the event of such Director's death
during the term of his directorship, Options granted under this
Paragraph shall become immediately exercisable, and may be exercised
within two years from the date of his death by the personal
representatives of his estate or person or persons to whom his rights
under such Option shall have passed by will or by laws of descent and
distribution, but in no event later than the date on which such
Options would otherwise expire. In the event of such Director's
Disability during his or her directorship, the Director's Option shall
become immediately exercisable, and such Option may be exercised
within one year of the termination of directorship due to Disability,
but not later than the date that the Option would otherwise expire.
Unless otherwise inapplicable or inconsistent with the provisions of
this Paragraph, the Options to be granted to Directors hereunder shall
be subject to all other provisions of this Plan.
(c) Effect of the Committee's Decisions. The Committee's determination
whether a Participant's Continuous Service has ceased, and the
effective date thereof, shall be final and conclusive on all persons
affected thereby.
______________________________________
/2/ Reflects four-for-three stock split in the form of a stock dividend
effective March 15, 1996.
6
<PAGE>
10. SARS (STOCK APPRECIATION RIGHTS).
(a) Granting of SARs. In its sole discretion, the Committee may from time
to time grant SARs to Employees either in conjunction with, or
independently of, any Options granted under the Plan. An SAR granted
in conjunction with an Option may be an alternative right wherein the
exercise of the Option terminates the SAR to the extent of the number
of shares purchased upon exercise of the Option and, correspondingly,
the exercise of the SAR terminates the Option to the extent of the
number of Shares with respect to which the SAR is exercised.
Alternatively, an SAR granted in conjunction with an Option may be an
additional right wherein both the SAR and the Option may be exercised.
An SAR may not be granted in conjunction with an ISO under
circumstances in which the exercise of the SAR affects the right to
exercise the ISO or vice versa, unless the SAR, by its terms, meets
all of the following requirements:
(1) The SAR will expire no later than the ISO;
(2) The SAR may be for no more than the difference between the
Exercise Price of the ISO and the Market Value of the Shares
subject to the ISO at the time the SAR is exercised;
(3) The SAR is transferable only when the ISO is transferable, and
under the same conditions;
(4) The SAR may be exercised only when the ISO may be exercised; and
(5) The SAR may be exercised only when the Market Value of the Shares
subject to the ISO exceeds the Exercise Price of the ISO.
(b) Exercise Price. The Exercise Price as to any particular SAR shall not
be less than the Market Value of the Optioned Shares on the date of
grant.
(c) Timing of Exercise. Any election by a Participant to exercise SARs
shall be made during the period beginning on the 3rd business day
following the release for publication of quarterly or annual financial
information and ending on the 12th business day following such date.
This condition shall be deemed to be satisfied when the specified
financial data is first made publicly available. In no event,
however, may an SAR be exercised within the six-month period following
the date of its grant.
The provisions of Paragraph 8(c) regarding the period of
exercisability of Options are incorporated by reference herein, and
shall determine the period of exercisability of SARs.
(d) Exercise of SARs. An SAR granted hereunder shall be exercisable at
such times and under such conditions as shall be permissible under the
terms of the Plan and of the Agreement granted to a Participant,
provided that an SAR may not be exercised for a fractional Share.
Upon exercise of an SAR, the Participant shall be entitled to receive,
without payment to the Company except for applicable withholding
taxes, an amount equal to the excess of (or, in the discretion of the
Committee if provided in the Agreement, a portion of the excess of)
the then aggregate Market Value of the number of Optioned Shares with
respect to which the Participant exercises the SAR, over the aggregate
Exercise Price of such number of Optioned Shares. This amount shall
be payable by the Company, in the discretion of the Committee, in cash
or in Shares valued at the then Market Value thereof, or any
combination thereof.
(e) Procedure for Exercising SARs. To the extent not inconsistent
herewith, the provisions of Paragraph 8(b) as to the procedure for
exercising Options are incorporated by reference, and shall determine
the procedure for exercising SARs.
7
<PAGE>
11. EFFECT OF CHANGES IN COMMON STOCK SUBJECT TO THE PLAN.
(a) Recapitalizations; Stock Splits, Etc. The number and kind of shares
reserved for issuance under the Plan, and the number and kind of
shares subject to outstanding Awards, and the Exercise Price thereof,
shall be proportionately adjusted for any increase, decrease, change
or exchange of Shares for a different number or kind of shares or
other securities of the Company which results from a merger,
consolidation, recapitalization, reorganization, reclassification,
stock dividend, split-up, combination of shares, or similar event in
which the number or kind of shares is changed without the receipt or
payment of consideration by the Company.
(b) Transactions in which the Company is Not the Surviving Entity. In the
event of (i) the liquidation or dissolution of the Company, (ii) a
merger or consolidation in which the Company is not the surviving
entity, or (iii) the sale or disposition of all or substantially all
of the Company's assets (any of the foregoing to be referred to herein
as a "Transaction"), all outstanding Awards, together with the
Exercise Prices thereof, shall be equitably adjusted for any change or
exchange of Shares for a different number or kind of shares or other
securities which results from the Transaction.
(c) Special Rule for ISOs. Any adjustment made pursuant to subparagraphs
(a) or (b)(1) hereof shall be made in such a manner as not to
constitute a modification, within the meaning of Section 424(h) of the
Code, of outstanding ISOs.
(d) Conditions and Restrictions on New, Additional, or Different Shares or
Securities. If, by reason of any adjustment made pursuant to this
Paragraph, a Participant becomes entitled to new, additional, or
different shares of stock or securities, such new, additional, or
different shares of stock or securities shall thereupon be subject to
all of the conditions and restrictions which were applicable to the
Shares pursuant to the Award before the adjustment was made.
(e) Other Issuances. Except as expressly provided in this Paragraph, the
issuance by the Company or an Affiliate of shares of stock of any
class, or of securities convertible into Shares or stock of another
class, for cash or property or for labor or services either upon
direct sale or upon the exercise of rights or warrants to subscribe
therefor, shall not affect, and no adjustment shall be made with
respect to, the number, class, or Exercise Price of Shares then
subject to Awards or reserved for issuance under the Plan.
(f) Certain Special Dividends. The Exercise Price of shares subject to
outstanding Awards shall be proportionately adjusted upon the payment
of a special large and nonrecurring dividend that has the effect of a
return to capital to the stockholders, except that this subparagraph
(f) shall not apply to any dividend which is paid to the Participant
pursuant to Paragraph 8(b) hereof.
12. NON-TRANSFERABILITY OF AWARDS.
Awards may not be sold, pledged, assigned, hypothecated, transferred or
disposed of in any manner other than by will or by the laws of descent and
distribution. Notwithstanding any other provision of this Plan to the
contrary, to the extent permissible under Rule 16b-3, a Participant who is
granted Non-ISOs pursuant to this Plan may transfer such Non-ISOs to his or
her spouse, lineal ascendants, lineal descendants, or to a duly established
trust, provided that Non-ISOs so transferred may not again be transferred
other than to the Participant originally receiving the grant of Non-ISOs or
to an individual or trust to whom such Participant could have transferred
Non-ISOs pursuant to this Section 12. Non-ISOs which are transferred
pursuant to this Section 12 shall be exercisable by the transferee subject
to the same terms and conditions as would have applied to such Non-ISOs in
the hands of the Participant originally receiving the grant of such Non-
ISOs.
8
<PAGE>
13. TIME OF GRANTING AWARDS.
The date of grant of an Award shall, for all purposes, be the later of the
date on which the Committee makes the determination of granting such Award,
and the Effective Date. Notice of the determination shall be given to each
Participant to whom an Award is so granted within a reasonable time after
the date of such grant.
14. EFFECTIVE DATE.
The Plan shall become effective immediately upon its approval by the Board,
provided that the effectiveness of the Plan and any Awards granted pursuant
to the Plan shall be contingent upon a favorable vote of stockholders
owning at least a majority of the total votes present or represented and
entitled to be cast at a duly called meeting of the Company's stockholders
held in accordance with applicable laws.
15. MODIFICATION OF AWARDS.
At any time, and from time to time, the Board may authorize the Committee
to direct execution of an instrument providing for the modification of any
outstanding Award, provided no such modification shall confer on the holder
of said Award any right or benefit which could not be conferred on him by
the grant of a new Award at such time, or impair the Award without the
consent of the holder of the Award.
16. AMENDMENT AND TERMINATION OF THE PLAN.
The Board may from time to time amend the terms of the Plan and, with
respect to any Shares at the time not subject to Awards, suspend or
terminate the Plan; provided that the provisions of Paragraph 9 may not be
amended more than once every six months (other than to comport with changes
in the Code, the Employee Retirement Income Security Act of 1974, as
amended, or the rules thereunder).
No amendment, suspension or termination of the Plan shall, without the
consent of any affected holders of an Award, alter or impair any rights or
obligations under any Award theretofore granted.
17. CONDITIONS UPON ISSUANCE OF SHARES.
(a) Compliance with Securities Laws. Shares of Common Stock shall not be
issued with respect to any Award unless the issuance and delivery of
such Shares shall comply with all relevant provisions of law,
including, without limitation, the Securities Act of 1933, as amended,
the rules and regulations promulgated thereunder, any applicable state
securities law, and the requirements of any stock exchange upon which
the Shares may then be listed.
(b) Special Circumstances. The inability of the Company to obtain
approval from any regulatory body or authority deemed by the Company's
counsel to be necessary to the lawful issuance and sale of any Shares
hereunder shall relieve the Company of any liability in respect of the
non-issuance or sale of such Shares. As a condition to the exercise
of an Option or SAR, the Company may require the person exercising the
Option or SAR to make such representations and warranties as may be
necessary to assure the availability of an exemption from the
registration requirements of federal or state securities law.
(c) Committee Discretion. The Committee shall have the discretionary
authority to impose in Agreements such restrictions on Shares as it
may deem appropriate or desirable, including but not limited to the
authority to impose a right of first refusal or to establish
repurchase rights or both of these restrictions.
9
<PAGE>
18. RESERVATION OF SHARES.
The Company, during the term of the Plan, will reserve and keep available a
number of Shares sufficient to satisfy the requirements of the Plan.
19. WITHHOLDING TAX.
The Company's obligation to deliver Shares upon exercise of Options and/or
SARs shall be subject to the Participant's satisfaction of all applicable
federal, state and local income and employment tax withholding obligations.
The Committee, in its discretion, may permit the Participant to satisfy the
obligation, in whole or in part, by irrevocably electing to have the
Company withhold Shares, or to deliver to the Company Shares that he
already owns, having a value equal to the amount required to be withheld.
The value of the Shares to be withheld, or delivered to the Company, shall
be based on the Market Value of the Shares on the date the amount of tax to
be withheld is to be determined. As an alternative, the Company may
retain, or sell without notice, a number of such Shares sufficient to cover
the amount required to be withheld.
20. NO EMPLOYMENT OR OTHER RIGHTS.
In no event shall an Employee's or Director's eligibility to participate or
participation in the Plan create or be deemed to create any legal or
equitable right of the Employee, Director, or any other party to continue
service with the Company or any Affiliate of such corporation. Except to
the extent provided in Paragraphs 6(b) and 9(a), no Employee or Director
shall have a right to be granted an Award or, having received an Award, the
right to again be granted an Award. However, an Employee or Director who
has been granted an Award may, if otherwise eligible, be granted an
additional Award or Awards.
21. GOVERNING LAW.
The Plan shall be governed by and construed in accordance with the laws of
the State of Indiana, except to the extent that federal law shall be deemed
to apply.
10
<PAGE>
STOCK OPTION AGREEMENT
FOR INCENTIVE STOCK OPTIONS UNDER SECTION 422
OF THE INTERNAL REVENUE CODE
PURSUANT TO THE
AMERIANA BANCORP
1996 STOCK OPTION AND INCENTIVE PLAN
STOCK OPTION for a total of __________ shares of Common Stock, par value
$1.00 per share, of Ameriana Bancorp (the "Company"), which Option is intended
to qualify as an incentive stock option under Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code"), is hereby granted to
_____________________ (the "Optionee") at the price set forth herein, and in all
respects subject to the terms, definitions and provisions of the 1996 Stock
Option and Incentive Plan (the "Plan") which was adopted by the Company and
which is incorporated by reference herein, receipt of which is hereby
acknowledged.
1. Option Price. The option price is $_________________ for each share,
------------
being 100% /*/*/*/ of the fair market value, as determined by the Committee, of
--------
the Common Stock on the date of grant of this Option.
2. Exercises of Option. This Option shall be exercisable in accordance
-------------------
with provisions of the Plan as follows:
(i) Schedule of rights to exercise.
------------------------------
Years of Continuous Employment Percentage of Total Shares Subject to
After Date of Grant of Option Option Which May Be Exercised
----------------------------- -------------------------------------
Upon Grant _____%
1 year but less than 2 years _____%
2 years but less than 3 years _____%
3 years but less than 4 years _____%
4 years but less than 5 years _____%
5 years or more _____%
(ii) Method of Exercise. This Option shall be exercisable by a written
------------------
notice by the Optionee which shall:
____________________________
/*/*/*/ 110% in the case of an Optionee who owns shares representing more than
- ------- 10% of the outstanding common stock of the Company on the date of grant
of this Option.
<PAGE>
(a) state the election to exercise the Option, the number of shares with
respect to which it is being exercised, the person in whose name the stock
certificate or certificates for such shares of Common Stock is to be
registered, his address and Social Security Number (or if more than one,
the names, addresses and Social Security Numbers of such persons);
(b) contain such representations and agreements as to the holder's
investment intent with respect to such shares of Common Stock as may be
satisfactory to the Company's counsel;
(c) be signed by the person or persons entitled to exercise the Option
and, if the Option is being exercised by any person or persons other than
the Optionee, be accompanied by proof, satisfactory to counsel for the
Company, of the right of such person or persons to exercise the Option; and
(d) be in writing and delivered in person or by certified mail to the
Treasurer of the Company.
Payment of the purchase price of any shares with respect to which the
Option is being exercised shall be by cash, Common Stock, or such combination of
cash and Common Stock as the Optionee elects. The certificate or certificates
for shares of Common Stock as to which the Option shall be exercised shall be
registered in the name of the person or persons exercising the Option.
(iii) Restrictions on exercise. This Option may not be exercised if the
------------------------
issuance of the shares upon such exercise would constitute a violation of any
applicable federal or state securities or other law or valid regulation. As a
condition to the Optionee's exercise of this Option, the Company may require the
person exercising this Option to make any representation and warranty to the
Company as may be required by any applicable law or regulation.
3. Withholding. The Optionee hereby agrees that the exercise of the
-----------
Option or any installment thereof will not be effective, and no shares will
become transferable to the Optionee, until the Optionee makes appropriate
arrangements with the Company for such tax withholding as may be required of the
Company under federal, state, or local law on account of such exercise.
4. Non-transferability of Option. This Option may not be transferred in
-----------------------------
any manner otherwise than by will or the laws of descent or distribution. The
terms of this Option shall be binding upon the executors, administrators, heirs,
successors and assigns of the Optionee.
<PAGE>
5. Term of Option. This Option may not be exercisable for more than ten
--------------
/*//*//*//*// years from the date of grant of this Option, as stated below, and
- ------------
may be exercised during such term only in accordance with the Plan and the terms
of this Option.
AMERIANA BANCORP
1996 STOCK OPTION AND INCENTIVE PLAN
COMMITTEE
By__________________________________________
Date of Grant Attest: ______________________________(Seal)
___________________________
/*//*//*//*// Five years in the case of an Optionee who owns shares
representing more than 10% of the outstanding common stock of the
Company on the date of grant of this Option.
<PAGE>
INCENTIVE STOCK OPTION EXERCISE FORM
PURSUANT TO THE
AMERIANA BANCORP
1996 STOCK OPTION AND INCENTIVE PLAN
__________________________
Date
Treasurer
Ameriana Bancorp
2118 Bundy Avenue
New Castle, Indiana 47362
Re: 1996 Stock Option and Incentive Plan
------------------------------------
Dear Sir:
The undersigned elects to exercise the Incentive Stock Option to purchase
________ shares, par value $1.00, of Common Stock of Ameriana Bancorp under and
pursuant to a Stock Option Agreement dated ______, 199__.
Delivered herewith is a certified or bank cashier's or teller's check
and/or shares of Common Stock, valued at the fair market value of the stock on
the date of exercise, as set forth below.
$_______ of cash or check
_______ _____ shares of Common Stock, valued at $____ per share
$======= Total
The name or names to be on the stock certificate or certificates and the
address and Social Security Number of such person(s) is as follows:
Name______________________________________________________
Address___________________________________________________
Social Security Number____________________________________
Very truly yours,
____________________________
<PAGE>
STOCK OPTION AGREEMENT
FOR NON-INCENTIVE STOCK OPTIONS PURSUANT TO THE
AMERIANA BANCORP
1996 STOCK OPTION AND INCENTIVE PLAN
STOCK OPTION for a total of ____________ shares of Common Stock, par value
$1.00 per share, of Ameriana Bancorp (the "Company") is hereby granted to
________________________________ (the "Optionee") at the price set forth herein,
and in all respects subject to the terms, definitions and provisions of the
Ameriana Bancorp 1996 Stock Option and Incentive Plan (the "Plan") which has
been adopted by the Company and which is incorporated by reference herein,
receipt of which is hereby acknowledged. Such Stock Options do not comply with
---
Options granted under Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code").
1. Option Price. The option price is $________________ for each share,
------------
being 100% of the fair market value, as determined by the Committee, of the
Common Stock on the date of grant of this Option.
2. Exercise of Option. This Option shall be exercisable in accordance
------------------
with provisions of the Plan as follows:
(i) Schedule of rights to exercise.
------------------------------
Years of Continuous Service Percentage of Total Shares Subject to
After Date of Grant of Option Option Which May Be Exercised
----------------------------- -------------------------------------
Upon Grant _____%
1 year but less than 2 years _____%
2 years but less than 3 years _____%
3 years but less than 4 years _____%
4 years but less than 5 years _____%
5 years or more _____%
(ii) Method of Exercise. This Option shall be exercisable by a written
------------------
notice which shall:
(a) state the election to exercise the Option, the number of shares with
respect to which it is being exercised, the person in whose name the stock
certificate or certificates for such shares of Common Stock is to be
registered, his address and Social Security Number (or if more than one,
the names, addresses and Social Security Numbers of such persons);
(b) contain such representations and agreements as to the holders'
investment intent with respect to such shares of Common Stock as may be
satisfactory to the Company's counsel;
(c) be signed by the person or persons entitled to exercise the Option
and, if the Option is being exercised by any person or persons other than
the Optionee, be accompanied by
<PAGE>
Non-ISO Agreement
Page 2
proof, satisfactory to counsel for the Company, of the right of such person
or persons to exercise the Option; and
(d) be in writing and delivered in person or by certified mail to the
Treasurer of the Company.
Payment of the purchase price of any shares with respect to which the
Option is being exercised shall be by cash, Common Stock, or such combination of
cash and Common Stock as the Optionee elects. The certificate or certificates
for shares of Common Stock as to which the Option shall be exercised shall be
registered in the name of the person or persons exercising the Option.
(iii) Restrictions on exercise. The Option may not be exercised if the
------------------------
issuance of the shares upon such exercise would constitute a violation of any
applicable federal or state securities or other law or valid regulation. As a
condition to his exercise of this Option, the Company may require the person
exercising this Option to make any representation and warranty to the Company as
may be required by any applicable law or regulation.
3. Withholding. The Optionee hereby agrees that the exercise of the
-----------
Option or any installment thereof will not be effective, and no shares will
become transferable to the Optionee, until the Optionee makes appropriate
arrangements with the Company for such tax withholding as may be required of the
Company under federal, state, or local law on account of such exercise.
4. Non-transferability of Option. This Option may not be transferred in
-----------------------------
any manner otherwise than by will or the laws of descent or distribution. The
terms of this Option shall be binding upon the executors, administrators, heirs,
successors and assigns of the Optionee. Notwithstanding any other terms of this
agreement, to the extent permissible under Rule 16b-3 of the Securities Exchange
Act of 1934, as amended, this Option may be transferred to the Optionee's
spouse, lineal ascendants, lineal descendants, or to a duly established trust,
provided that such transferee shall be permitted to exercise this Option subject
to the same terms and conditions applicable to the Optionee.
5. Term of Option. This Option may not be exercisable for more than ten
--------------
years from the date of grant of this Option, as set forth below, and may be
exercised during such term only in accordance with the Plan and the terms of
this Option.
AMERIANA BANCORP
1996 STOCK OPTION AND INCENTIVE PLAN
COMMITTEE
By_____________________________________
Date of Grant
Attest____________________________(Seal)
<PAGE>
NON-INCENTIVE STOCK OPTION EXERCISE FORM
PURSUANT TO THE
AMERIANA BANCORP
1996 STOCK OPTION AND INCENTIVE PLAN
----------------------------
Date
Treasurer
Ameriana Bancorp
2118 Bundy Avenue
New Castle, Indiana 47362
Re: 1996 Stock Option and Incentive Plan
------------------------------------
Dear Sir:
The undersigned elects to exercise his Non-Incentive Stock Option to
purchase __________________ shares, par value $1.00, of Common Stock of
Ameriana Bancorp under and pursuant to a Stock Option Agreement dated
________________, 199__.
Delivered herewith is a certified or bank cashier's or tellers check and/or
shares of Common Stock, valued at the fair market value of the stock on the date
of exercise, as set forth below.
$________of cash or check
________ ____ shares of Common Stock, valued at $____ per share
$ Total
========
The name or names to be on the stock certificate or certificates and the
address and Social Security Number of such person is as follows:
Name_______________________________________________________________
Address____________________________________________________________
Social Security Number_____________________________________________
Very truly yours,
_____________________________
<PAGE>
AMERIANA BANCORP
1996 STOCK OPTION AND INCENTIVE PLAN
STOCK APPRECIATION RIGHTS AGREEMENT
NOT IN TANDEM WITH STOCK OPTION
On the date of grant specified below, the Stock Option Committee of
Ameriana Savings Bank, FSB (the "Company") hereby grants to _______________(the
"Optionee") a total of _______________ Stock Appreciation Rights (SARs), subject
to the terms and conditions set forth in the Ameriana Bancorp 1996 Stock Option
and Incentive Plan (the "Plan") (a copy of which is available to the Optionee
upon request). The terms and conditions of the Plan are incorporated herein by
reference.
(a) The exercise price is $________________ for each share, such price
being 100% of the fair market value, as determined by the Committee, of the
Common Stock on the date of grant of this option.
(b) The SAR shall be exercisable to the extent permitted in the Plan.
(c) The SAR shall be accepted for surrender by the Optionee in
consideration for the payment by the Company of an amount equal to the excess of
the fair market value on the date of exercise of the Shares of Common Stock
subject to such SAR over the exercise price specified in Paragraph (a) hereof.
(d) Payment hereunder shall be made in shares of Common Stock or in cash
as provided in the Plan.
(e) The SAR is nontransferable, except in accordance with Section 10(a) of
the Plan.
(f) The SAR may be exercised only in accordance with Sections 8(c) and 10
of the Plan, and only when there is a positive spread, i.e., when the market
price of the Common Stock subject to the SAR exceeds the exercise price of the
SAR.
(g) In the event of any inconsistency or conflict between this Agreement
and the Plan, the Plan shall be controlling and supersede any conflicting or
inconsistent provision of the Agreement.
AMERIANA BANCORP
1996 STOCK OPTION AND INCENTIVE PLAN
COMMITTEE
By: _________________________________
Date of Grant: ATTEST:
_____________________ _________________________________
<PAGE>
AMERIANA
Ameriana Savings Bank, F.S.B.
2118 Bundy Avenue
P.O. Box H
New Castle, Indiana
47362-1048
317-529-2230/317-462-1355
Mr. Paul W. Prior
Chairman of the Board
Ameriana Savings Bank, F.S.B.
2118 Bundy Avenue
New Castle, IN 47362
Dear Mr. Prior:
This is to inform you that at a meeting held on April 24, 1989, the
Stock-Options Committee voted to grant an option to purchase 2,500 shares
of stock to Director Charles M. Drackett, Jr., subject to the following
conditions:
Date of Grant: April 24, 1989
Term of Grant: 10 years
Price: $10.75 per share
Type of Grant: Non-Incentive Options
Please arrange to have the necessary documentation prepared to
formalize this grant to Mr. Drackett.
Respectfully,
Donald C. Danielson
DCD
<PAGE>
STOCK OPTION AGREEMENT
FOR NON-INCENTIVE STOCK OPTIONS PURSUANT TO THE
AMERIANA SAVINGS BANK
1987 STOCK OPTION AND INCENTIVE PLAN
STOCK OPTION for a total of 2,500 shares of Common Stock, par value $1.00
per share, of Ameriana Savings Bank (the "Bank"), is hereby granted to Charles
M. Drackett, Jr. (the "Optionee") at the price determined as provided in, and in
all respects subject to the terms, definitions and provisions of, the 1987 Stock
Option and Incentive Plan (the "Plan") adopted by the Bank which is incorporated
by reference herein, receipt of which is hereby acknowledged.
1. OPTION PRICE. The option price is $10.75 for each share, being 100%
of the fair market value, as determined by the Committee, of the Common Stock on
the date of grant of this option.
2. EXERCISE OF OPTION. This Option shall be exercisable in accordance
with provisions of Section 8 of the Plan as follows:
(i) Schedule of rights to exercise.
(a) All options may be exercised upon grant
(b) Options must be exercised in minimum amounts of 100 shares
(or remaining available shares, if less).
Page 1
<PAGE>
Notwithstanding any provisions in this section, in no event shall this
Option be exercisable prior to ratification of the Plan by the Bank's
stockholders as required by Section 16 of the Plan.
(ii) Method of exercise. This Option shall be exercisable by a written
notice which shall:
(a) state the election to exercise the Option, the number of shares
with respect to which it is being exercised, the person in whose name
the stock certificate or certificates for such shares of Common Stock
is to be registered, his address and Social Security Number (or if
more than one, the names, addresses and Social Security Numbers of
such persons);
(b) contain such representations and agreements as to the holder's
investment intent with respect to such shares of Common Stock as may
be satisfactory to the Bank's counsel;
(c) be signed by the person or persons entitled to exercise the
Option and, if the Option is being exercised by any person or persons
other than the Optionee, be accompanied by proof, satisfactory to
counsel for the Bank, of the right of such person or persons to
exercise the Option; and
(d) be in writing and delivered in person or by certified mail to the
Treasurer of the Bank.
Payment of the purchase price of any shares with respect to which the
Option is being exercised shall be by certified or bank cashier's or teller's
check. The certificate or certificates for shares of Common Stock as to which
the Option shall be exercised shall be registered in the name of the person or
persons exercising the Option.
Page 2
<PAGE>
(iii) RESTRICTIONS ON EXERCISE. This Option may not be exercised if the
issuance of the shares upon such exercise would constitute a violation of any
applicable federal or state securities or other law or valid regulation. As a
condition to his exercise of this Option, the Bank may require the person
exercising this Option to make any representation and warranty to the Bank as
may be required by any applicable law or regulation.
3. NON-TRANSFERABILITY OF OPTION. This Option may not be transferred in
any manner otherwise than by will or the laws of descent or distribution and may
be exercised only by the Optionee during his lifetime. The terms of the Option
shall be binding upon the executors, administrators, heirs, successors and
assigns of the Optionee.
4. TERM OF OPTION. This Option may not be exercised subsequent to April
13, 1999, and may be exercised during such term only in accordance with the Plan
and the terms of this Option.
AMERIANA SAVINGS BANK
By: _______________________________
Paul W. Prior
President
Date of Grant: April 24, 1989
(Seal)
Attest: ___________________________
Howard J. Pruim
Senior Vice President-Treasurer
Page 3
<PAGE>
AMERIANA
Ameriana Savings Bank, F.S.B.
2118 Bundy Avenue
P.O. Box H
New Castle, Indiana
47362-1048
317-529-2230/317-462-1355
Mr. Paul W. Prior
Chairman of the Board
Ameriana Savings Bank, F.S.B.
2118 Bundy Avenue
New Castle, IN 47362
Dear Mr. Prior:
This is to inform you that at a meeting held on April 25, 1988,
the Stock-Options Committee voted to grant an option to purchase 2,500
shares of stock to Director Michael E. Kent subject to the following
conditions:
Date of Grant: April 25, 1988
Term of Grant: 10 years
Price: $10.00 per share
Type of Grant: Non-Incentive Options
Please arrange to have the necessary documentation prepared to
formalize this grant to Mr. Kent.
Respectfully,
Donald C. Danielson
DCD:dkl
<PAGE>
STOCK OPTION AGREEMENT
FOR NON-INCENTIVE STOCK OPTIONS PURSUANT TO THE
AMERIANA SAVINGS BANK
1987 STOCK OPTION AND INCENTIVE PLAN
STOCK OPTION for a total of 2,500 shares of Common Stock, par value $1.00
per share, of Ameriana Savings Bank (the "Bank"), is hereby granted to Michael
E. Kent (the "Optionee") at the price determined as provided in, and in all
respects subject to the terms, definitions and provisions of, the 1987 Stock
Option and Incentive Plan (the "Plan") adopted by the Bank which is incorporated
by reference herein, receipt of which is hereby acknowledged.
1. OPTION PRICE. The option price is $10.00 for each share, being 100%
of the fair market value, as determined by the Committee, of the Common Stock on
the date of grant of this option.
2. EXERCISE OF OPTION. This Option shall be exercisable in accordance
with provisions of Section 8 of the Plan as follows:
(i) Schedule of rights to exercise.
(a) All options may be exercised upon grant
(b) Options must be exercised in minimum amounts of 100 shares
(or remaining available shares, if less).
Page 1
<PAGE>
Notwithstanding any provisions in this section, in no event shall this
Option be exercisable prior to ratification of the Plan by the Bank's
stockholders as required by Section 16 of the Plan.
(ii) Method of exercise. This Option shall be exercisable by a written
notice which shall:
(a) state the election to exercise the Option, the number of shares
with respect to which it is being exercised, the person in whose name
the stock certificate or certificates for such shares of Common Stock
is to be registered, his address and Social Security Number (or if
more than one, the names, addresses and Social Security Numbers of
such persons);
(b) contain such representations and agreements as to the holder's
investment intent with respect to such shares of Common Stock as may
be satisfactory to the Bank's counsel;
(c) be signed by the person or persons entitled to exercise the
Option and, if the Option is being exercised by any person or persons
other than the Optionee, be accompanied by proof, satisfactory to
counsel for the Bank, of the right of such person or persons to
exercise the Option; and
(d) be in writing and delivered in person or by certified mail to the
Treasurer of the Bank.
Payment of the purchase price of any shares with respect to which the
Option is being exercised shall be by certified or bank cashier's or teller's
check. The certificate or certificates for shares of Common Stock as to which
the Option shall be exercised shall be registered in the name of the person or
persons exercising the Option.
Page 2
<PAGE>
(iii) RESTRICTIONS ON EXERCISE. This Option may not be exercised if the
issuance of the shares upon such exercise would constitute a violation of any
applicable federal or state securities or other law or valid regulation. As a
condition to his exercise of this Option, the Bank may require the person
exercising this Option to make any representation and warranty to the Bank as
may be required by any applicable law or regulation.
3. NON-TRANSFERABILITY OF OPTION. This Option may not be transferred in
any manner otherwise than by will or the laws of descent or distribution and may
be exercised only by the Optionee during his lifetime. The terms of the Option
shall be binding upon the executors, administrators, heirs, successors and
assigns of the Optionee.
4. TERM OF OPTION. This Option may not be exercised subsequent to April
24, 1998, and may be exercised during such term only in accordance with the Plan
and the terms of this Option.
AMERIANA SAVINGS BANK
By: _______________________________
Paul W. Prior
President
Date of Grant: April 25, 1988
(Seal)
Attest: ___________________________
Howard J. Pruim
Senior Vice President-Treasurer
Page 3
<PAGE>
AMERIANA
Ameriana Savings Bank, F.S.B.
2118 Bundy Avenue
P.O. Box H
New Castle, Indiana
47362-1048
317-529-2230/317-462-1355
April 7, 1993
Mr. Harry J. Bailey
President
Ameriana Bancorp
2118 Bundy Avenue
New Castle, IN 47362
Dear Mr. Bailey:
This is to inform you that at a Board meeting held on April 7,
1993, the Committee on Stock Options and Compensation voted to grant
an option to purchase 2,500 shares of stock to Director Ronald R.
Pritzke subject to the following conditions:
Date of Grant: April 7, 1993
Term of Grant: 10 years
Price: $20.75 per share (market value at
date of grant)
Type of Grant: Non-Incentive
Vesting: Immediate
Please arrange to have the necessary documentation prepared to
formalize this grant to Mr. Pritzke.
Respectfully,
Donald C. Danielson
Chairman
DCD
<PAGE>
STOCK OPTION AGREEMENT
FOR NON-INCENTIVE STOCK OPTIONS PURSUANT TO THE
AMERIANA SAVINGS BANK
1987 STOCK OPTION PLAN
STOCK OPTION for a total of 2,500 shares of Common Stock, par value $1.00
per share, of Ameriana Bancorp (the "Company"), is hereby granted to Ronald R.
Pritzke (the "Optionee") at the price determined as provided herein, and in all
respects subject to the terms, definitions and provisions of, the Ameriana
Bancorp 1987 Stock Option Plan (the "Plan") adopted by the Company which is
incorporated by reference herein, receipt of which is hereby acknowledged. Such
Stock Options do not comply with Options granted under Section 422 A of the
Internal Revenue Code of 1986, as amended.
1. OPTION PRICE. The option price is $20.75 for each share, being 100%
of the fair market value, as determined by the Committee, of the Common Stock on
the date of grant of this option.
2. EXERCISE OF OPTION. This Option shall be exercisable in accordance
with provisions of the Plan as follows:
(i) Schedule of rights to exercise.
(a) All options may be exercised upon grant
(b) Options must be exercised in minimum amounts of 100 shares
(or remaining available shares, if less).
Notwithstanding any provisions in this section, in no event shall this
Option be exercisable prior to ratification of the Plan by the Company's
stockholders as required by the Plan.
(ii) Method of exercise. This Option shall be exercisable by a written
notice which shall:
(a) state the election to exercise the Option, the number of shares
with respect to which it is being exercised, the person in whose name
the stock certificate or certificates for such shares of Common Stock
is to be registered, his address and Social Security Number (or if
more than one, the names, addresses and Social Security Numbers of
such persons);
(b) contain such representations and agreements as to the holder's
investment intent with respect to such shares of Common Stock as may
be satisfactory to the Company's counsel;
(c) be signed by the person or persons entitled to exercise the
Option and, if the Option is being exercised by any person or persons
other than the Optionee, be accompanied by proof, satisfactory to
counsel for the Company, of the right of such person or persons to
exercise the Option; and
(d) be in writing and delivered in person or by certified mail to the
Treasurer of the Company.
Payment of the purchase price of any shares with respect to which the
Option is being exercised shall be by certified or bank cashier's or teller's
check. The certificate or certificates for shares of Common Stock as to which
the Option shall be exercised shall be registered in the name of the person or
persons exercising the Option.
Page 1
<PAGE>
(iii) Restrictions on Exercise. This Option may not be exercised if the
issuance of the shares upon such exercise would constitute a violation of any
applicable federal or state securities or other law or valid regulation. As a
condition to his exercise of this Option, the Company may require the person
exercising this Option to make any representation and warranty to the Company as
may be required by any applicable law or regulation.
3. NON-TRANSFERABILITY OF OPTION. This Option may not be transferred in
any manner otherwise than by will or the laws of descent or distribution and may
be exercised during the lifetime of the Optionee only by him. The terms of the
Option shall be binding upon the executors, administrators, heirs, successors
and assigns of the Optionee.
4. TERM OF OPTION. This Option may not be exercised subsequent to April
___, 2003, and may be exercised during such term only in accordance with the
Plan and the terms of this Option.
AMERIANA SAVINGS BANK
By: _______________________________
Harry J. Bailey
President
Date of Grant: April 7, 1993
(Seal)
Attest: ___________________________
Howard J. Pruim
Senior Vice President
Secretary/Treasurer
Page 2
<PAGE>
AMERIANA BANCORP
1987 STOCK OPTION PLAN
1. Purpose of the Plan. The Plan shall be known as the Ameriana Bancorp
-------------------
1987 Stock Option Plan (the "Plan") (formerly known as the Ameriana Savings
Bank, F.S.B. 1987 Stock Option Plan). The purpose of the Plan is to attract and
retain the best available personnel for positions of substantial responsibility
and to provide additional incentive to key employees of the Ameriana Bancorp
(the "Company") or any present or future parent or subsidiary of the Company to
promote the success of the business. The Plan is intended to provide for the
grant of both "Incentive Stock Options", within the meaning of Section 422A of
the Internal Revenue Code of 1986, as amended (the "Code"), and Non-Incentive
Stock Options. Each and every one of the provisions of the Plan relating to
Incentive Stock Options shall be interpreted to conform to the requirements of
Section 422A of the Code.
2. Definitions. As used herein, the following definitions shall apply.
-----------
(a) "Bank" shall mean Ameriana Savings Bank, F.S.B.
(b) "Award" means the grant by the Committee of an Incentive Stock Option,
a Non-Incentive Stock Option, or a Stock Appreciation Right, or any combination
thereof, as provided in the Plan.
(c) "Board" shall mean the Board of Directors of the Company.
(d) "Common Stock" shall mean common stock, par value $1.00 per share, of
the Company.
(e) "Code" shall mean the Internal Revenue Code of 1986, as amended.
(f) "Committee" shall mean the Stock Option Committee appointed by the
Board in accordance with paragraph 4(a) of the Plan.
(g) "Company" shall mean Ameriana Bancorp, the parent corporation of the
Bank.
(h) "Continuous Employment" or "Continuous Status as an Employee" shall
mean the absence of any interruption or termination of employment by the Company
or any present or future Parent or Subsidiary of the Company. Employment shall
not be considered interrupted in the case of sick leave, military leave or any
other leave of absence approved by the Company or in the case of transfers
between payroll locations of the Company or between the Company, its Parent, its
Subsidiaries or a successor.
(i) "Effective Date" shall mean the date specified in Section 15 hereof.
(j) "Employee" shall mean any person employed on a full-time basis by the
Company or any present or future Parent or Subsidiary of the Company.
(k) "Incentive Stock Option" means an option to purchase Shares granted by
the Committee pursuant to Section 7 hereof which is subject to the limitations
and restrictions of Section 7 hereof and is intended to qualify under Section
422A of the Code.
(l) "Non-Incentive Stock Option" means an option to purchase Shares
granted by the Committee pursuant to Section 8 hereof, which option is not
intended to qualify under Section 422A of the Code.
(m) "Option" shall mean an Incentive or Non-Incentive Stock Option granted
pursuant to this Plan.
<PAGE>
(n) "Optioned Stock" shall mean stock subject to an Option granted
pursuant to the Plan.
(o) "Optionee" shall mean any person who receives an Option.
(p) "Parent" shall mean any present or future corporation which would be a
"parent corporation" as defined in Subsections 425(e) and (g) of the Code.
(q) "Participant" means any full-time officer or other key employee of the
Company or any Parent or Subsidiary of the Company who is selected by the
Committee to receive an Award.
(r) "Plan" shall mean the Ameriana Bancorp 1987 Stock Option Plan.
(s) "Related" means (i) in the case of a Stock Appreciation Right, a Stock
Appreciation Right which is granted in connection with, and to the extent
exercisable, in whole or in part, in lieu of, an Option and (ii) in the case of
an Option, an Option with respect to which and to the extent a Stock
Appreciation Right is exercisable, in whole or in part, in lieu thereof has been
granted.
(t) "Stock Appreciation Right" means a stock appreciation right with
respect to Shares granted by the Committee pursuant to Section 12 hereof.
(u) "Share" shall mean one share of the Common Stock.
(v) "Subsidiary" shall mean any present or future corporation which would
be a "subsidiary corporation" as defined in Subsections 425(f) and (g) of the
Code.
3. Shares Subject to the Plan. Except as otherwise required by the
--------------------------
provisions of Section 13 hereof, the aggregate number of Shares with respect to
which Awards may be made pursuant to the Plan shall be 189,750 shares. Such
Shares may either be authorized but unissued or treasury shares.
Shares which are subject to Stock Appreciation Rights and related Options
shall be counted only once in determining whether the maximum number of Shares
with respect to which Awards may be granted under the Plan has been exceeded.
An Award shall not be considered to have been made under the Plan with respect
to any Option or Stock Appreciation Right which terminates and new Awards may be
granted under the Plan with respect to the number of Shares as to which such
termination has occurred.
4. Administration of the Plan.
--------------------------
(a) Composition of the Committee. The Plan shall be administered by a
Committee consisting of three directors of the Company appointed by the Board.
Full-time officers and other key employees who are designated by the Committee
shall be eligible to receive Awards under the Plan, and all persons designated
as members of the Committee shall be "disinterested persons" within the meaning
of Rule 16b-3 under the Securities Exchange Act of 1934.
(b) Powers of the Committee. The Committee is authorized (but only to the
extent not contrary to the express provisions of the Plan or to resolutions
adopted by the Board) to interpret the Plan to prescribe, amend and rescind
rules and regulations relating to the Plan, to determine the form and content of
Awards to be issued under the Plan and to make other determinations necessary or
advisable for the administration of the Plan, and shall have and may exercise
such other power and authority as may be delegated to it by the Board from time
to time. A majority of the entire Committee shall constitute a quorum and the
action of a majority of the members present at any meeting at which a quorum is
present shall be deemed the action of the Committee. In no event may the
Committee revoke outstanding Awards without the consent of the Participant.
<PAGE>
The President of the Company and such other officers as shall be designated
by the Committee are hereby authorized to execute instruments evidencing Awards
on behalf of the Company and to cause them to be delivered to the Participants.
(c) Effect of Committee's Decision. All decisions, determinations and
interpretations of the Committee shall be final and conclusive on all persons
affected thereby.
5. Eligibility. Options may be granted to such Employees of the Company
-----------
or any present or future Parent or Subsidiary as shall be designated by the
Committee. An Employee who has been granted an Option may, if otherwise
eligible, be granted an additional Option or Options.
The aggregate fair market value (determined pursuant to Section 7 hereof as
of the date the Option is granted) of the Shares for which an Employee may be
granted Options which may be exercisable in any calendar year (under all
Incentive Stock Options Plans, as defined in Section 422A of the Code, of the
Company or any present or future Parent or Subsidiary of the Company) shall not
exceed $100,000 or such other maximum or such other maximum amount as may be
permitted by Section 422A of the Code as the same may be hereafter amended.
Notwithstanding the prior provisions of this paragraph, the Committee may grant
Options in excess of the foregoing limitations, provided said Options shall be
clearly and specifically designated as not being Incentive Stock Options, as
defined in Section 422A of the Code.
Notwithstanding any other provision of the Plan, each director of the
Company who is not an Employee at the Effective Date shall receive on the
Effective Date Options for 2,500 Shares of the Company's Common Stock at an
Option price equal to the initial public offering price of such Common Stock.
Such Options shall be designated as non-incentive stock options, shall be
exercisable at any time, following stockholder approval of the Plan as provided
in Section 16 hereof, and shall have a term of ten years following the Effective
Date. Options received under the provisions of this paragraph may be exercised
by (a) written notice of intent to exercise the Option with respect to a
specified number of shares, and (b) payment to the Company (contemporaneously
with the delivery of such notice), in cash, in Common Stock, or a combination of
cash and Common Stock, of the amount of the Option price for the number of
shares with respect to which the Option is then being exercised. Each such
notice and payment shall be delivered, or mailed by prepaid registered or
certified mail, addressed to the Treasurer of the Company at the Company's
executive offices. Such Options may be exercised only while the Optionee is a
director of the Company, or within 90 days after termination of the Optionee's
status as a director, or in the event of such person's death during the term of
his directorship, by the personal representatives of his estate or person or
persons to whom his rights under the such Option shall have passed by will or by
laws of descent and distribution. Such Option of the deceased Optionee may be
exercised within two years from the date of his death, but not later than the
date on which the Option would otherwise expire. Unless otherwise inapplicable,
or inconsistent with the provisions of this paragraph, the Options to be granted
to directors hereunder shall be subject to all other provisions of this Plan.
6. Term of Plan. The Plan shall continue in effect for a term of ten
------------
(10) years from the Effective Date, unless sooner terminated pursuant to Section
18. No Option shall be granted under the Plan after ten (10) years from the
Effective Date.
7. Terms and Conditions of Incentive Stock Options. Incentive Stock
-----------------------------------------------
Options maybe granted only to Participants who are Employees. Each Incentive
Stock Option granted pursuant to the Plan shall be evidenced by an instrument in
such form as the Committee shall from time to time approve. Each and every
Incentive Stock Option granted pursuant to the Plan shall comply with, and be
subject to, the following terms and conditions:
<PAGE>
(a) Option Price.
(i) The price per share at which each Incentive Stock Option granted
under the Plan may be exercised shall not, as to any particular Incentive Stock
Option, be less than the fair market value of the Common Stock at the time such
Incentive Stock Option is granted. For such purposes, if the Common Stock is
traded otherwise than on a national securities exchange at the time of the
granting of an Option, then the price per share of the Optioned Stock shall be
not less than the mean between the bid and asked price on the date the Incentive
Stock Option is granted or, if there be no bid and asked price on said date,
then on the next prior business day on which there was a bid and asked price.
If no such bid and asked price is available, then the price per share shall be
determined by the Committee. If the Common Stock is listed on a national
securities exchange at the time of the granting an Incentive Stock Option, then
the price per share shall be not less than the average of the highest and lowest
selling price on such exchange on the date such Incentive Stock Option is
granted or, if there were no sales on said date, then the price shall be not
less than the mean between the bid and asked price on such date.
(ii) In the case of an Employee who owns Common Stock
representing more than ten percent (10%) of the outstanding Common Stock at the
time the Incentive Stock Option is granted, the Incentive Stock Option price
shall not be less than one hundred and ten percent (110%) of the fair market
value of the Common Stock at the time the Incentive Stock Option is granted.
(b) Payment.
Full payment for each share of Common Stock purchased upon the
exercise of any Incentive Stock Option granted under the Plan shall be made at
the time of exercise of each such Incentive Stock Option and shall be paid in
cash (in United States Dollars), Common Stock or a combination of cash and
Common Stock. Common Stock utilized in full or partial payment of the exercise
price shall be valued at its fair market value at the date of exercise. The
Company shall accept full or partial payment in Common Stock only to the extent
permitted by applicable law. No shares of Common Stock shall be issued until
full payment therefor has been received by the Company, and no Optionee shall
have any of the rights of a shareholder of the Company until shares of Common
Stock are issued to him.
(c) Term of Incentive Stock Option.
The term of each Incentive Stock Option granted pursuant to the
Plan shall be not more ten (10) years from the date each such Incentive Stock
Option is granted, provided that in the case of an Employee who owns stock
representing more than 10% of the Common Stock outstanding at the time the
Incentive Stock Option is granted, the term of the Incentive Stock Option shall
not exceed five (5) years.
(d) Exercise Generally.
Except as otherwise provided in Section 9 hereof, no Incentive
Stock Option may be exercised unless the Optionee shall have been in the employ
of the Company at all times during the period beginning with the date of grant
of any such Incentive Stock Option and ending on the date three (3) months prior
to the date of exercise of any such Incentive Stock Option. The Committee may
impose additional conditions upon the right of an Optionee to exercise any
Incentive Stock Option granted hereunder which are not inconsistent with the
terms of the Plan or the requirements for qualification as an Incentive Stock
Option under Section 422A of the Code.
<PAGE>
(e) Transferability.
Any Incentive Stock Option granted pursuant to the Plan shall be
exercised during any Optionee's lifetime only by the Optionee to whom it was
granted and shall not be assignable or transferable otherwise than by will or by
the laws of descent and distribution.
8. Terms and Conditions of Non-Incentive Stock Options. Each Non-
---------------------------------------------------
Incentive Stock Option granted pursuant to the Plan shall be evidenced by an
instrument in such form as the Committee shall from time to time approve. Each
and every Non-Incentive Stock Option granted pursuant to the Plan shall comply
with and be sub ject to the following terms and conditions:
(a) Option Price.
The exercise price per share of Common Stock for each Non-
Incentive Stock Option granted pursuant to the Plan shall be such price as the
Committee may determine in its sole discretion.
(b) Payment.
Full payment for each share of Common Stock purchased upon the
exercise of any Non-Incentive Stock Option granted under the Plan shall be made
at the time of exercise of each such Non-Incentive Stock Option and shall be
paid in cash (in United States Dollars), Common Stock or a combination of cash
and Common Stock. Common Stock utilized in full or partial payment of the
exercise price shall be valued at its fair market value at the date of exercise.
The Company shall accept full or partial payment in Common Stock only to the
extent permitted by applicable law. No shares of Common Stock shall be issued
until full payment therefor has been received by the Company, and no Optionee
shall have any of the rights of a shareholder of the Company until the shares of
Common Stock are issued to him.
(c) Term.
The term of each Non-Incentive Stock Option granted pursuant to
the Plan shall be not more than ten (10) years from the date each such Non-
Incentive Stock Option is granted, provided that, in the case of an Employee who
owns stock representing more than 10% of the Common Stock at the time the
Incentive Stock Option is granted, the term of the Non-Incentive Stock Option
shall not exceed five (5) years.
(d) Exercise Generally.
The Committee may impose additional conditions upon the right of
any Participant to exercise any Non-Incentive Stock Option granted hereunder
which are not inconsistent with the terms of the Plan.
(e) Transferability.
Any Non-Incentive Stock Option granted pursuant to the Plan shall
be exercised during any Optionee's lifetime only by the Optionee to whom it was
granted and shall not be assignable or transferable otherwise than by will or by
the laws of descent and distribution.
9. Effect of Termination of Employment, Disability or Death on Incentive
---------------------------------------------------------------------
Stock Options.
- -------------
(a) Termination of Employment.
In the event that any Optionee's employment by the Company shall
terminate for any reason, other than Permanent and Total Disability (as such
term is defined in Section 105(d)(4) of the Code) or death, all of any such
Optionee's Incentive Stock Options, and all of any such Optionee's rights to
purchase or re ceive shares of Common Stock pursuant thereto, as the case may
be, shall
<PAGE>
automatically terminate on the date of such termination of employment. However,
no termination of an Optionee's Incentive Stock Options shall occur if, and to
the extent that, the Committee authorizes the Optionee to exercise any such
Incentive Stock Options at any time prior to the earlier of (i) the respective
expiration dates of any such Incentive Stock Options or (ii) the expiration of
not more than three (3) months after the date of such termination of employment,
but only if, and to the extent that, the Optionee was entitled to exercise any
such Incentive Stock Options at the date of such termination of employment. In
the event that a subsidiary ceases to be a subsidiary of the Company, the employ
ment of all of its employees who are not immediately thereafter employees of the
Company shall be deemed to terminate upon the date such subsidiary so ceases to
be a subsidiary of the Company.
(b) Disability.
In the event that any Optionee's employment by the Company shall
terminate as the result of the Permanent and Total disability of such Optionee,
such Optionee may exercise any Incentive Stock Options granted to him pursuant
to the Plan at any time prior to the earlier of (i) the respective expiration
dates of any such Incentive Stock Options or (ii) the date which is one (1) year
after the date of such termination of employment, but only if, and to the extent
that, the Optionee was entitled to exercise any such Incentive Stock Options at
the date of such termination of employment.
(c) Death.
In the event of the death of any Optionee, any Incentive Stock Op
tions granted to any such Optionee may be exercised by the person or persons to
whom the Optionee's rights under any such Incentive Stock Options pass by will
or by the laws of descent and distribution (including the Optionee's estate
during the period of administration) at any time prior to the earlier of (i) the
respective expiration dates of any such Incentive Stock Options or (ii) the date
which is six (6) months after the date of death of such Optionee (or such later
period not exceeding one (1) year to which the Committee may, in its discretion,
extend such period), but only if, and to the extent that, the Optionee was
entitled to exercise any such Incentive Stock Options at the date of death. For
purposes of this Section 9(c), any Incentive Stock Option held by an Optionee
shall be considered exercisable at the date of his death if the only unsatisfied
condition precedent to the exercisability of such Incentive Stock Option at the
date of death is the passage of a specified period of time.
(d) Incentive Stock Options Deemed Exercisable.
For purposes of Sections 9(a), 9(b) and 9(c) above, any Incentive
Stock Option held by any Optionee shall be considered exercisable at the date of
the termination of his employment if, but for the requirement of serial exercise
set forth in Section 7(e) hereof, any such Incentive Stock Option would have
been exercisable at such date of termination of employment. Any exercise of any
Incentive Stock Option granted pursuant to the Plan which is considered
exercisable pursuant to this Section 9(d) shall nevertheless be subject to the
provisions and restrictions contained in Section 7(e) hereof.
(e) Termination of Incentive Stock Options.
To the extent that any Incentive Stock Option granted under the
Plan to any Optionee whose employment by the Company terminates shall not have
been exercised within the applicable period set forth in this Section 9, any
such Incentive Stock Option, and all rights to purchase or receive shares of
Common Stock pursuant thereto, as the case may be, shall terminate on the last
day of the applicable period.
10. Effect of Termination of Employment, Disability or Death on Non-
----------------------------------------------------------------
Incentive Stock Options. The terms and conditions of Non-Incentive Stock
- -----------------------
Options relating to the effect of the termination of an Optionee's employment,
disability
<PAGE>
of an Optionee or his death shall be such terms and conditions as the Committee
shall, in its sole discretion, determine at the time of termination.
11. Right of Repurchase and Restrictions on Disposition. The Committee, in
---------------------------------------------------
its sole discretion, may include, as a term of any Incentive Stock Option or
Non-Incentive Stock Option, the right (the "Repurchase Right"), but not the
obligation, to repurchase all or any amount of the Shares acquired by an
Optionee pursuant to the exercise of any such Options. The intent of the
Repurchase Right is to encourage the continued employment of the Optionee. The
Repurchase Right shall provide for, among other things, a specified duration of
the Repurchase Right, a specified price per Share to be paid upon the exercise
of the Repurchase Right and a restriction on the disposition of the Shares by
the Optionee during the period of the Repurchase Right. The Repurchase Right may
permit the Company to transfer or assign such right to another party. The
Company may exercise the Repurchase Right only to the extent permitted by
applicable law.
12. Stock Appreciation Rights.
-------------------------
(a) A Stock Appreciation Right shall, upon its exercise, entitle the
Participant to whom such Stock Appreciation Right was granted to receive a
number of Shares or cash or combination thereof, as the Committee in its
discretion shall determine, the aggregate value of which (i.e., the sum of the
amount of cash and/or the fair market value of such Shares on the date of
exercise) shall equal (as nearly as possible, it being understood that the
Company shall not issue any fractional shares) the amount by which the fair
market value per Share on the date of such exercise shall exceed the exercise
price of such Stock Appreciation Right, multiplied by the number of Shares with
respect to which such Stock Appreciation Right shall have been exercised. A
Stock Appreciation Right may be related to an Option or may be granted
independently of any Option as the Committee shall determine whether and to what
extent a Related Stock Appreciation Right shall be granted with respect thereto;
provided, however and notwithstanding any other provision of the Plan, that if
the Related Option is an Incentive Stock Option, the Related Stock Appreciation
Right shall satisfy all the restrictions and limitations of Section 7 hereof as
if such Related Stock Appreciation Right were an Incentive Stock Option. In the
case of a Related Option, such Related Option shall cease to be exercisable to
the extent of the Shares with respect to which the Related Stock Appreciation
Right was exercised. Upon the exercise or termination of a Related Option, any
Related Stock Appreciation Right shall terminate to the extent to the Shares
with respect to which the Related Option was exercised or terminated.
(b) Any election by a Participant to exercise the stock appreciation
rights in this section shall be made during the period beginning on the third
business day following the release for publication of quarterly or annual
financial information and ending on the twelfth business day following such
date. This condition shall be deemed to be satisfied when the specified
financial data is first made publicly available.
13. Recapitalization, Merger, Consolidation, Change in Control and Similar
----------------------------------------------------------------------
Transactions.
- ------------
(a) Adjustment.
Subject to any required action by the shareholders of the
Company, the aggregate number of shares of Common Stock for which stock options
may be granted hereunder, the number of shares of Common Stock covered by each
outstanding stock option, and the exercise price per share of Common Stock of
each such stock option, shall all be proportionately adjusted for any increase
or decrease in the number of issued and outstanding shares of Common Stock
resulting from a subdivision or consolidation of shares or the payment of a
stock dividend (but only on the Common Stock) or any other increase or decrease
in the number of such shares of Common Stock effected without the receipt of
consideration by the Company.
<PAGE>
(b) Change in Control.
Notwithstanding the provisions of any Option which provides for
its exercise in installments as designated by the Committee, such Option shall
become immediately exercisable, and the Optionee shall, at the discretion of the
Committee, be entitled to receive cash in an amount equal to the excess of the
fair market value of the Common Stock (determined in accordance with Section 7)
subject to such Option over the Option price of such shares, in exchange for the
surrender of such options by the Optionee, in the event of a change in control
or offer to effect a change in control. For purposes of this Section 13, "change
in control" shall refer to the acquisition of the beneficial ownership (as that
term is defined in Rule 13d-3 of the General Rules and Registrations under the
Securities Exchange Act of 1934) of 25 percent or more of the voting securities
of the Company by any person or by persons acting as a group within the meaning
of Section 13(d) of the Securities Exchange Act of 1934; provided however, that
for the purposes hereof no change in control or offer to effect a change in
control shall be deemed to have occurred if prior to the acquisition of, or
offer to acquire, 25 percent or more of the voting securities of the Company,
the full Board of Directors shall have adopted by not less than a two-thirds
vote a resolution specifically approving such acquisition or offer. The term
"person" refers to an individual or a corporation, partnership, trust,
association, joint venture, pool syndicate, sole proprietorship, unincorporated
organization or any other form of entity not specifically listed herein. The
decision of the Committee as to whether a change in control or offer to effect a
change in control has occurred shall be conclusive and binding.
(c) Effect of Change in Stock Subject to the Plan.
In the event that each of the outstanding shares of Common Stock
(other than shares held by dissenting shareholders) shall be changed into or
exchanged for a different number or kind of shares of stock of the Company or of
another corporation (whether by reason of merger, consolidation,
recapitalization, reclassification, stock dividend, split-up, combination of
shares, or otherwise), then there shall be substituted for each share of Common
Stock then under Option or available for Option the number and kind of shares of
stock into which each outstanding share of Common Stock (other than shares held
by dissenting shareholders) shall be so changed or for which each such share
shall be so exchanged, together with an appropriate adjustment of the Option
Price.
In the event there shall be any change in the number of, or kind
of, issued shares of Common Stock, or of any stock or other securities into
which such Common Stock shall have been changed, or for which it shall have been
exchanged, then if the Committee shall, in its discretion, determine that such
change equitably requires an adjustment in the number, or kind, or Option Price
of shares then subject to an Option or available for Option, such adjustment
shall be made by the Board and shall be effective and binding for all purposes
of the Plan.
14. Time of Granting Options. The date of grant of an Option under the
------------------------
Plan shall, for all purposes, be the date on which the Committee makes the deter
mination of granting such Option. Notice of the determination shall be given to
each Employee to whom an Option is so granted within a reasonable time after the
date of such grant.
15. Effective Date. The Plan shall become effective upon completion of
--------------
the Bank's Conversion from mutual to stock form. Option may be granted prior to
ratification of the Plan by the stockholders if the exercise of such Options is
subject to such stockholder ratification.
16. Approval by Shareholders. The Plan shall be approved by stockholders
------------------------
of the Bank within twelve (12) months before or after the date it becomes
effective.
<PAGE>
17. Modification of Options. At any time and from time to time, the Board
-----------------------
may authorize the Committee to direct the execution of an instrument providing
for the modification of any outstanding Option, provided no such modification,
extension or renewal shall confer on the holder of said Option any right or
benefit which could not be conferred on him by the grant of a new Option at such
time, or shall not materially decrease the Optionee's benefits under the Option
without the consent of the holder of the Option, except as otherwise permitted
under Section 18 hereof.
18. Amendment and Termination of the Plan.
-------------------------------------
(a) Action by the Board.
The Board may alter, suspend or discontinue the Plan, except that
no action of the Board may increase (other than as provided in Section 13) the
maximum number of shares permitted to be optioned under the Plan, materially
increase the benefits accruing to participants under the Plan or materially
modify the requirements for eligibility for participation in the Plan unless
such action of the Board shall be subject to approval or ratification by the
shareholders of the Company.
(b) Change in Applicable Law.
Notwithstanding any other provision contained in the Plan, in the
event of a change in any federal or state law, rule or regulation which would
make the exercise of all or part of any previously granted Incentive and/or Non-
Incentive Stock Option unlawful or subject the Company to any penalty, the
Committee may restrict any such exercise without the consent of the Optionee or
other holder thereof in order to comply with any such law, rule or regulation or
to avoid any such penalty.
19. Conditions Upon Issuance of Shares. Shares shall not be issued with
----------------------------------
respect to any Option granted under the Plan unless the issuance and delivery of
such Shares shall comply with all relevant provisions of law, including, without
limitation, the Securities Act of 1933, as amended, the rules and regulations
promulgated thereunder, any applicable state securities law and the requirements
of any stock exchange upon which the Shares may then be listed.
The inability of the Company to obtain from any regulatory body or
authority deemed by the Company's counsel to be necessary to the lawful issuance
and sale of any Shares hereunder shall relieve the Company of any liability in
respect of the non-issuance or sale of such Shares.
As a condition to the exercise of an Option, the Company may require the
person exercising the Option to make such representations and warranties as may
be necessary to assure the availability of an exemption from the registration
requirements of federal or state securities law.
20. Reservation of Shares. During the term of the Plan, the Company will
---------------------
reserve and keep available a number of Shares sufficient to satisfy the
requirements of the Plan.
21. Unsecured Obligation. No Participant under the Plan shall have any
--------------------
interest in any fund or special asset of the Company by reason of the Plan or
the grant of any Incentive or Non-Incentive Stock Option to him under the Plan.
No trust fund shall be created in connection with the Plan or any grant of any
Incentive or Non-Incentive Stock Option hereunder, and there shall be no
required funding of amounts which may become payable to any participant.
22. Withholding Tax. The Company shall have the right to deduct from all
---------------
amounts paid in cash with respect to the exercise of a Stock Appreciation Right
under the Plan any taxes required by law to be withheld with respect to such
cash payments. Where a Participant or other person is entitled to receive
Shares pursuant to the exercise of an Option of Stock Appreciation Right
pursuant to the Plan, the Company shall have the right to require the
Participant or such other
<PAGE>
person to pay the Company the amount of any taxes which the Company is required
to withhold with respect to such Shares, or, in lieu thereof, to retain, or sell
without notice, a number of such Shares sufficient to cover the amount required
to be withheld.
23. Governing Law. The Plan shall be governed by and construed in
-------------
accordance with the laws of the State of Indiana except to the extent that
Federal law shall be deemed to apply.
<PAGE>
May 17, 1996
Board of Directors
Ameriana Bancorp
2118 Bundy Avenue
New Castle, Indiana 47362
Re: Ameriana Bancorp
1996 Stock Option and Incentive Plan
------------------------------------
Registration Statement on Form S-8
Dear Board Members:
We have acted as special counsel to Ameriana Bancorp, an Indiana
Corporation (the "Company"), in connection with the preparation of the
Registration Statement on Form S-8 filed with the Securities and Exchange
Commission (the "Registration Statement") under the Securities Act of 1933, as
amended, relating to shares of common stock, par value $1.00 per share (the
"Common Stock") of the Company which may be issued or have been issued pursuant
to the Ameriana Bancorp 1996 Stock Option and Incentive Plan (the "Plan") or
pursuant to stock option agreements between the Company and Charles M. Drackett,
Jr., Michael E. Kent, and Ronald R. Pritzke dated April 27, 1989, April 25,
1988, and April 7, 1993, respectively (the "Agreements"), all as more fully
described in the Registration Statement. You have requested the opinion of this
firm with respect to certain legal aspects of the proposed offering.
We have examined such documents, records and matters of law as we have
deemed necessary for purposes of this opinion and based thereon, we are of the
opinion that the Common Stock to be originally issued pursuant to and in
accordance with the terms of the Plan or the Agreements, when issued pursuant
thereto and in accordance therewith, hereafter originally issued will be duly
and validly issued, fully paid, and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement on Form S-8 and to references to our firm included under
the caption "Legal Opinion" in the Prospectus which is part of the Registration
Statement.
Very truly yours,
Housley Kantarian & Bronstein, P.C.
By: /s/ J. Mark Poerio
----------------------------
J. Mark Poerio, Esquire
<PAGE>
Board of Directors
Ameriana Bancorp
New Castle, Indiana
We consent to the incorporation by reference in this registration statement
on Form S-8 of our report dated February 7, 1996, on the consolidated financial
statements of Ameriana Bancorp and subsidiaries as of December 31, 1995 and
1994, and for the years ended, which report was included in Ameriana Bancorp
Annual Report on Form 10-K for the fiscal year ended December 31, 1995, and to
the reference to our firm under the caption "Experts."
/s/ Geo. S. Olive & Co. LLC
Indianapolis, Indiana
May 14, 1996
<PAGE>
Board of Directors
Ameriana Bancorp
2118 Bundy Avenue
New Castle, Indiana 47362
Re: Registration Statement on Form S-8;
Ameriana Bancorp
1996 Stock Option and Incentive Plan
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement on Form S-8 pertaining to the 1996 Stock Option and
Incentive Plan of Ameriana Bancorp and to the incorporation by reference therein
of our report dated February 18, 1994, on our audits of the consolidated
financial statements of Ameriana Bancorp as December 31, 1993, and for the year
then ended, which report was included in its Annual Report (Form 10-K) for the
year ended December 31, 1995, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Indianapolis, Indiana
May 15, 1996
<PAGE>
President Bailey discussed the quarterly dividend in the context of earnings and
the stock split just approved. It was concluded that a per share dividend
increase of approximately 10% to that of the preceding quarter would be
appropriate. Upon a motion made by Mr. Bailey and seconded by Mr. Drackett, the
following resolution was unanimously approved:
Be It Resolved, That a dividend of $.14 per share (post-split), a
declaration date of February 26, 1996, a record date of March 15, 1996, and
a payment date of April 5, 1996 be approved.
Mr. Bailey and Mr. Wooton reported on their recent analysis of a potential
merger candidate - Seven Hills in Cincinnati. Based on the results of their
work, they did not recommend the transaction. The Board accepted the
recommendation.
All officers except Mr. Pruim left the meeting.
Mr. Bailey discussed the terms of the proposed new stock option plan to be
presented to the Shareholders for ratification in the annual meeting. After
substantial discussion, Mr. Hayes made a motion which was seconded by Mr. Bailey
and unanimously approved to accept the plan which provides for an allocation of
120,000 shares (160,000 post-split) or approximately 5% of the outstanding stock
with provisions in the Plan for the grant on 6,000 shares to each outside
director or future director exercisable at market (18.375 per share) subsequent
to ratification by the shareholders. The plan, The 1996 Stock Option Plan,
would have a term of five years and is intended to qualify under Sec. 422 of the
Internal Revenue Code relating to incentive stock option plans.
Mr. Bailey discussed the Company's proposed retention of RP Financial for the
review of the Company's strategic plan. By consent of the Board members, RP
Financial would be retained subject to additional background review by Vice
Chairman Danielson.
There being no further business, the meeting adjourned at 9:15 a.m.
________________________ _________________________
Donald C. Danielson Howard J. Pruim
Vice Chairman Senior Vice President
Secretary/Treasurer
