<PAGE>
<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Subsection 240.14a-11(c) or
Subsection 240.14a-12
[ ] Confidential, For use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
AMERIANA BANCORP
- ---------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
AMERIANA BANCORP
- ----------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-
6(i)(1) and 0-11.
1. Title of each class of securities to which
transaction applies:
_________________________________________________________________
2. Aggregate number of securities to which transaction
applies:
_________________________________________________________________
3. Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule 0-11 (set
forth the amount on which the filing fee is calculated and state
how it was determined):
_________________________________________________________________
4. Proposed maximum aggregate value of transaction:
_________________________________________________________________
5. Total fee paid:
_________________________________________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule
and the date of its filing.
1. Amount Previously Paid:
____________________________________________
2. Form, Schedule or Registration Statement No.:
____________________________________________
3. Filing Party:
____________________________________________
4. Date Filed:
____________________________________________<PAGE>
<PAGE>
[AMERIANA BANCORP LETTERHEAD]
April 4, 1997
Dear Shareholder:
You are cordially invited to attend the Annual Meeting
of Shareholders of Ameriana Bancorp, to be held at 2118 Bundy
Avenue, New Castle, Indiana, on Thursday, May 15, 1997, at 10:00
a.m.
The attached notice of the annual meeting and proxy
statement describe the formal business to be transacted at the
meeting. During the meeting, we will also report on the
operations of the Company. Directors and officers of the Company
will be present to respond to appropriate questions of
shareholders.
Detailed information concerning our activities and
operating performance during our fiscal year ended December 31,
1996, is contained in our annual report, which is also enclosed.
Please sign, date and promptly return the enclosed
proxy card. If you attend the meeting, you may vote in person
even if you have previously mailed a proxy card.
We look forward to seeing you at the meeting.
Sincerely,
/s/ Harry J. Bailey
Harry J. Bailey
President and Chief Executive Officer
<PAGE>
<PAGE>
AMERIANA BANCORP
2118 Bundy Avenue
New Castle, Indiana 47362
_________________________________________________________________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held on May 15, 1997
_________________________________________________________________
The Annual Meeting of Shareholders (the "Meeting") of
Ameriana Bancorp (the "Company") will be held at 2118 Bundy
Avenue, New Castle, Indiana, on Thursday, May 15, 1997, at 10:00
a.m.
A Proxy Card and a Proxy Statement for the Meeting are
enclosed.
The Meeting is for the purpose of considering and acting
upon:
1. The election of two directors of the Company;
2. The ratification of the appointment of Geo. S.
Olive & Co. LLC as auditors for the Company for
the fiscal year ending December 31, 1997; and
3. Such other matters as may properly come before
the Meeting or any adjournments thereof.
NOTE: The Board of Directors is not aware of any other
business to come before the Meeting.
Any action may be taken on any one of the foregoing pro-
posals at the Meeting on the date specified above, or on any date
or dates to which, by original or later adjournment, the Meeting
may be adjourned. Shareholders of record at the close of busi-
ness on March 21, 1997, are the shareholders entitled to vote at
the Meeting and any adjournments thereof.
You are requested to fill in and sign the enclosed form of
Proxy which is solicited by the Board of Directors and to mail it
promptly in the enclosed envelope. The proxy will not be used if
you attend and vote at the Meeting in person.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Howard J. Pruim
HOWARD J. PRUIM
SECRETARY
New Castle, Indiana
April 4, 1997
_________________________________________________________________
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY
THE EXPENSE OF FURTHER REQUESTS FOR PROXIES IN ORDER TO INSURE A
QUORUM. A SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVEN-
IENCE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.
_________________________________________________________________
<PAGE>
<PAGE>
PROXY STATEMENT
OF
AMERIANA BANCORP
2118 BUNDY AVENUE
NEW CASTLE, INDIANA 47362
ANNUAL MEETING OF SHAREHOLDERS
May 15, 1997
This Proxy Statement is furnished in connection with the
solicitation of proxies by the Board of Directors of Ameriana
Bancorp (the "Company") to be used at the Annual Meeting of
Shareholders of the Company (the "Meeting"), which will be held
at 2118 Bundy Avenue, New Castle, Indiana, on Thursday, May 15,
1997, at 10:00 a.m. The Company is the holding company for
Ameriana Savings Bank, F.S.B., headquartered in New Castle,
Indiana (the "Bank"), and Deer Park Federal Savings and Loan
Association, headquartered in Cincinnati, Ohio (the
"Association"). The accompanying notice of meeting and this
Proxy Statement are being first mailed to shareholders on or
about April 4, 1997.
_________________________________________________________________
Voting and Revocation of Proxies
_________________________________________________________________
Shareholders who execute proxies retain the right to revoke
them at any time. Unless so revoked, the shares represented by
such proxies will be voted at the Meeting and all adjournments
thereof. Proxies may be revoked by written notice to the Secre-
tary of the Company or by the filing of a later dated proxy prior
to a vote being taken on a particular proposal at the Meeting. A
written notice of revocation of a proxy should be sent to the
Secretary, Ameriana Bancorp, 2118 Bundy Avenue, New Castle,
Indiana 47362, and will be effective if received by the Secretary
prior to the Meeting. A previously submitted proxy will also be
revoked if a shareholder attends the Meeting and votes in person.
Proxies solicited by the Board of Directors of the Company will
be voted in accordance with the directions given therein. Where
no instructions are indicated, proxies will be voted for the
nominees for directors set forth below and in favor of the other
proposals set forth in this Proxy Statement for consideration at
the Meeting. Any proxies marked as abstentions will not be
counted as votes cast. In addition, any shares held in street
name which have been designated by brokers on proxy cards as not
voted will not be counted as votes cast. Any proxies marked as
abstentions or as broker nonvotes will, however, be treated as
shares present for purposes of determining whether a quorum is
present.
_________________________________________________________________
Voting Securities and Security Ownership
_________________________________________________________________
Shareholders of record as of the close of business on March
21, 1997, are entitled to one vote for each share then held. As
of March 21, 1997, the Company had 3,261,206 shares of common
stock, par value $1.00 per share, issued and outstanding.
<PAGE>
<PAGE>
The following table sets forth information as of March 21,
1997 (i) with respect to any person who was known to the Company
to be the beneficial owner of more than five percent of the
Company's common stock and (ii) as to the Company's common stock
beneficially owned by each director of the Company, each
executive officer of the Company named in the "Compensation
Summary" table below and all directors and executive officers of
the Company as a group. All beneficial ownership is by sole
voting and investment power, except as otherwise indicated.
<TABLE>
<CAPTION>
Amount and
Nature of
Beneficial Percent of
Beneficial Owner Ownership (1) Common Stock
- ---------------- ------------- -------------
<S> <C> <C>
Dimensional Fund Advisors, Inc. 217,166 (2) 6.7%
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401
Harry J. Bailey 45,333 1.4%
Donald C. Danielson 115,053 3.5%
Charles M. Drackett, Jr. 16,800 .5%
R. Scott Hayes 35,400 1.1%
Michael E. Kent 23,000 .7%
Paul W. Prior 107,998 3.3%
Ronald R. Pritzke 19,794 .6%
Howard J. Pruim 43,506 1.3%
Edward J. Wooton 25,187 .8%
All Directors and Executive 514,802 15.3%
Officers as a Group (14 persons)
<FN>
____________
(1) As to the Company's directors and executive officers,
includes 9,333, 8,000, 8,000, 8,000, 8,000, 8,000, 11,500,
8,506, 8,506 and 109,902 shares which may be acquired by
Messrs. Bailey, Danielson, Drackett, Hayes, Kent, Prior,
Pritzke, Pruim and Wooton and all directors and executive
officers as a group upon the exercise of stock options which
are exercisable within 60 days.
(2) Dimensional Fund Advisors, Inc. ("Dimensional"), a
registered investment advisor, reported sole voting power
over 174,066 shares and sole dispositive power over 217,166
shares as of December 31, 1996.
</FN>
</TABLE>
_________________________________________________________________
PROPOSAL I -- ELECTION OF DIRECTORS
_________________________________________________________________
The Board of Directors of the Company is comprised of seven
members. The Board has staggered terms, and each director is
elected for a three-year term. At the annual meeting two current
directors will stand for election. The Board of Directors has
nominated R. Scott Hayes and Michael E. Kent to serve as
directors for the terms indicated below. Directors are elected
by a plurality of the votes cast. If any nominee is unable to
serve, the shares represented by all valid proxies will be voted
for the election of such substitute director as the Board of
Directors may recommend. At this time, the Board knows of no
reason why any nominee might be unable to serve.
2<PAGE>
<PAGE>
The following table sets forth for each nominee and for each
director continuing in office, such person's name and age and the
year he first became a director of the Company.
<TABLE>
<CAPTION>
Year First
Elected or
Appointed Term
Name Age (1) Director to Expire
- ----- ------ ----------- ---------
<S> <C> <C> <C>
BOARD NOMINEES
R. Scott Hayes 50 1989 2000(2)
Michael E. Kent 56 1989 2000(2)
DIRECTORS CONTINUING IN OFFICE
Donald C. Danielson 77 1989 1998
Paul W. Prior 75 1989 1998
Harry J. Bailey 54 1989 1999
Charles M. Drackett, Jr. 46 1989 1999
Ronald R. Pritzke 49 1992 1999
<FN>
__________
(1) At December 31, 1996.
(2) Assuming the individual is elected.
</FN>
</TABLE>
Listed below is certain information about the directors of
the Company.
R. SCOTT HAYES is senior partner in Scotten and Hinshaw, New
Castle, Indiana, the law firm which serves as General Counsel to
the Company. He is Chairman of the Henry County Redevelopment
Commission. He is past Chairman of the New Castle/Henry County
Economic Development Corporation and the President and a director
of BETA MU House Association, Inc. He has been a director of the
Bank since 1984 and director of the Company since its formation.
MICHAEL E. KENT is a consultant to Modernfold, Inc. of New
Castle. Prior to his retirement in January 1996, Mr. Kent was
Chairman, President and Chief Executive Officer of Modernfold.
He was past president and is currently an advisory Director of
the Alumni Board of the Department of Mechanical and Industrial
Engineering at the University of Illinois. He has been a
director of the Bank since 1987 and director of the Company since
its formation.
DONALD C. DANIELSON is Vice Chairman of City Securities
Corporation of Indianapolis and serves on the boards of numerous
closely held corporations. He was the President of the Board of
Trustees of Indiana University for a number of years and served
as National Chairman of the Fellowship of Christian Athletes. He
is a member of the Board of Directors of the Indiana Chamber of
Commerce. He has been a director of the Bank since 1971 and
director of the Company since its formation.
3<PAGE>
<PAGE>
PAUL W. PRIOR is the Chairman of the Boards of the Company
and Ameriana Savings Bank and has been a consultant to the
Company and its subsidiaries since his retirement as Chief
Executive Officer in December 1990. Mr. Prior retired as
President of the Company in May 1990. He joined the Bank as
Chairman of the Board, President and Chief Executive Officer in
January 1973, after having served another savings institution as
Chief Executive Officer for 20 years, and he became Chairman of
the Board, President and Chief Executive Officer of the Company
at the time of its formation in 1989. In 1984, Mr. Prior served
as National Chairman of the United States League of Savings
Institutions. He is a life member of the Board of Directors of
the Indiana Chamber of Commerce.
HARRY J. BAILEY has been President of the Company and the
Bank since May 1990, and was appointed Chief Executive Officer in
December 1990. Mr. Bailey had been the Executive Vice President
and Chief Operating Officer of the Company since its formation in
1989 and of the Bank since February 1984. He has been a director
of the Bank since 1987, a director of the Company since its
formation and a director of the Association since 1992. From
June 1983 to January 1984, Mr. Bailey acted as a consultant to
financial institutions and, for a number of years, served in the
legal department and as operations officer for thrift
institutions in the Chicago area. Mr. Bailey is an attorney.
CHARLES M. (KIM) DRACKETT, JR. is Vice Chairman, President
and General Manager of Fairholme Farms Inc. in Lewisville,
Indiana. He founded the Maximum Economic Yield Club in
Lewisville to provide a means of sharing innovative farming
techniques and is a participant at the Indiana Institute of Food
and Nutrition in Indianapolis. He has been a director of the
Bank since 1989 and director of the Company since its formation.
RONALD R. PRITZKE is a partner in the law firm Pritzke &
Davis in Greenfield, Indiana. He is past President of the
Greater Greenfield Chamber of Commerce. He is also a founding
member and currently on the board of the Hancock County Community
Foundation. In addition, he is a founding member and currently
is the President of Regreening of Greenfield, Inc. For ten
years, Mr. Pritzke served as a member of the Greenfield Public
Library Board. He is a former member of the board of the Hancock
County Cancer Society. Mr. Pritzke has been a director of the
Company and the Bank since his appointment in December 1992.
_________________________________________________________________
Meetings and Committees of the Board of Directors
_________________________________________________________________
The Board of Directors of the Company conducts its business
through meetings of the Board and its committees. During the
fiscal year ended December 31, 1996, the Company's Board of
Directors held 12 meetings. No director of the Company attended
fewer than 75% of the total meetings of the Board of Directors
and committees on which such director served during this period,
except Paul W. Prior who was excused from four meetings which
were held while he was out of state. Each member of the Board of
Directors of the Company also serves as a member of the Board of
Directors of the Bank and various committees thereof.
The Company's Board of Directors has an Audit Committee,
which is responsible for the review and evaluation of the
Company's annual audit and related financial matters. This
committee consists of Chairman Hayes and Directors Kent, Drackett
and Pritzke. This committee met three times during fiscal 1996.
The Company's Board of Directors has also appointed a
Committee on Compensation and Stock Options, which is responsible
for administering the wage, salary and stock option plans of the
Company and the Bank. This committee consists of Chairman
Danielson and Directors Hayes and Kent. This committee met three
times during fiscal 1996.
The Company's full Board of Directors acts as a nominating
committee for the annual selection of its nominees for election
as directors. The Company's Board met one time in this capacity
during fiscal 1996.
4<PAGE>
<PAGE>
_________________________________________________________________
Executive Compensation
_________________________________________________________________
COMPENSATION SUMMARY
The following table sets forth information regarding cash
and noncash compensation for each of the last three fiscal years
awarded to or earned by (i) the Company's Chief Executive
Officer, and (ii) the Company's only other executive officers
whose total salary and bonus for any of the years indicated
exceeded $100,000 for services rendered in all capacities to the
Company and its subsidiaries.
<TABLE>
<CAPTION>
Annual Compensation
Name and Principal --------------------------------
Positions Year Salary Bonus
- ------------------ ---- ------ -----
<S> <C> <C> <C>
Harry J. Bailey 1996 $187,000 $33,700
President and 1995 170,000 5,700
Chief Executive Officer 1994 155,000 34,900
Howard J. Pruim 1996 128,000 16,700
Senior Vice President and 1995 121,900 4,100
Chief Financial Officer 1994 115,000 22,850
Edward J. Wooton 1996 98,800 12,900
Senior Vice President 1995 95,000 3,200
- Subsidiaries 1994 90,000 19,250
</TABLE>
OPTION EXERCISES AND YEAR-END VALUES
The following table sets forth information regarding options
exercised by the named executive officers during 1996 and the
number and value of options held by such persons at the end of
1996.
<TABLE>
<CAPTION>
Number of
Securities Value of
Underlying Exercisable
Exercisable In-the-Money
Shares Acquired Value Options Options
Name on Exercise Realized(1) at Year-End at Year-End(2)
- ---- --------------- ----------- ----------- --------------
<S> <C> <C> <C> <C>
Harry J. Bailey 20,400 $194,425 5,333 $11,823
Howard J. Pruim 2,000 17,375 4,666 10,353
Edward J. Wooton 2,800 23,450 4,666 10,353
<FN>
_____________
(1) Difference between (i) the reported closing sale price per
share on the National Association of Securities Dealers,
Inc. Automated Quotation ("Nasdaq") National Market on the
exercise date and (ii) the option exercise price per share.
(2) Difference between (i) the reported closing sale price per
share on the Nasdaq National Market on the last trading day
of the year and (ii) the option exercise price per share.
</FN>
</TABLE>
5<PAGE>
<PAGE>
EMPLOYMENT AGREEMENTS
The Bank has entered into employment agreements with its
executive officers, including Harry J. Bailey, President and
Chief Executive Officer of the Company and the Bank, Howard J.
Pruim, Senior Vice President-Secretary/Treasurer and Chief
Financial Officer of the Company and the Bank, and Edward J.
Wooton, Senior Vice President - Subsidiaries of the Company and
the Bank. The agreements currently provide for minimum annual
salaries of $205,000, $134,000 and $105,800, respectively, and
terms of three years. Each agreement provides for annual salary
review by the Board of Directors, as well as inclusion of the
employees in any discretionary bonus plans, customary fringe
benefits, vacation and sick leave. Each agreement terminates
upon death, and is terminable by the Bank for "just cause" as
defined in such agreements. If the Bank terminates any of these
employees without just cause, the employee is entitled to a
continuation of his salary for the remaining term of the
agreement so long as the total of such payments does not exceed
three times his final annual rate of salary. Any of these
employees may terminate his agreement upon 30 days' notice to the
Bank.
Each of these agreements provides that in the event of
disability, the Bank shall continue to pay the employee his full
compensation for the first 18 months from the date of such
disability at which time the Bank may terminate the agreement and
the employee shall receive 60% of his monthly salary at the time
he became disabled until the earlier of his death or his normal
retirement date under the Bank's pension plan. The agreements
provide that these amounts shall be offset by any amounts paid to
the employees under any other disability program maintained by
the Bank.
Each of these employment agreements contains a provision
stating that in the event of the termination of employment after
any change in control of the Company or a change in the capacity
or circumstances in which the employee is employed as
contemplated by the agreement, the employee will be promptly paid
a sum equal to 2.99 times the average annual compensation he
received during the five-year period immediately prior to the
date of change of control so long as such payment would not
result in adverse tax consequences under Section 280G of the
Internal Revenue Code of 1986, as amended (the "Internal Revenue
Code"). "Control" generally refers to the acquisition by any
person or entity of the ownership or power to vote more than 25%
of the Company's stock. In the event of termination of
employment resulting from a change in control which would
activate such severance payment provisions, an estimated amount
payable to Messrs. Bailey, Pruim and Wooton would be $491,300,
$367,000 and $294,400, respectively, based upon their salaries
during the five years ended December 31, 1996.
CONSULTING AGREEMENT
Effective January 1, 1996, the Company renewed a consulting
agreement with Paul W. Prior, the Chairman of the Boards of the
Company and the Bank. Under the agreement, Mr. Prior has agreed
to consult with senior management of the Company and its
subsidiaries, including the Bank, on matters related to strategic
planning, business development, proposed expansions, mergers or
acquisitions and other business activities, consistent with his
duties as Chief Executive Officer of the Company prior to his
retirement. During the one year term of the agreement, Mr. Prior
is entitled to receive an annual fee of $50,000, payable in
monthly installments. Either Mr. Prior or the Company may
terminate the agreement upon 60 days' prior written notice. The
Company would be entitled to terminate the agreement in the event
Mr. Prior were to breach the agreement or be determined by the
Board of Directors to have engaged in conduct which is injurious
to the Company. The agreement would terminate upon the death or
disability of Mr. Prior. The agreement provides that Mr. Prior
shall maintain the confidentiality of any confidential
information acquired in the course of his consulting relationship
with the Company and that, for two years following any
termination of the agreement, Mr. Prior shall not contact any
customer or client of the Company with a view toward selling any
product or service competitive with the Company.
COMPENSATION OF DIRECTORS
All of the members of the Company's Board of Directors are
also members of the Bank's Board of Directors. The Company's
directors receive fees of $3,600 annually. The Bank's and the
Association's directors receive annual fees of $6,000 and $5,000,
respectively, and $500 for each Board meeting they attend.
Employees
6<PAGE>
<PAGE>
who serve as directors do not receive directors' fees. The
Bank's directors, except employee directors, also receive fees of
$300 for each Board committee meeting they attend.
PENSION PLAN
The following table shows the estimated annual benefits
payable under the Bank's defined-benefit pension plan based upon
the respective years-of-service and compensation indicated below
as calculated under the plan.
<TABLE>
<CAPTION>
Average of High Years of Service at Age 65
Five Years ------------------------------------------------
Compensation 5 10 20 30 40
- ------------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
$ 50,000 $ 3,750 $ 7,500 $15,000 $22,500 $30,000
$ 75,000 5,625 11,250 22,500 33,750 45,000
$ 100,000 7,500 15,000 30,000 45,000 60,000
$ 150,000 11,250 22,500 45,000 67,500 90,000
</TABLE>
The compensation covered by the plan consists of the employee's
salary and bonus (as set forth under "Annual Compensation" in the
Compensation Summary table above) up to applicable legal limits
(currently $150,000). As of December 31, 1996, Messrs. Bailey,
Pruim and Wooton had 12, 23 and 11 years of service,
respectively, under the plan. Benefits under the plan are
computed on the basis of compensation and years of service and
are not subject to any deduction for social security or other
offset amounts.
REPORT OF COMMITTEE ON COMPENSATION AND STOCK OPTIONS
The Compensation Committee of the Board of Directors is
composed entirely of outside directors and has overall
responsibility to review and recommend compensation plans and
structure to the Board with respect to the Company's executive
compensation policies. In addition, the Compensation Committee
recommends on an annual basis the compensation to be paid to the
Chief Executive Officer and each of the other executive officers
of the Company. The Committee also reviews and makes
recommendations on annual cash bonus programs, long-term
incentive programs, grants of stock options and other executive
benefits. The Committee has available to it access to
independent compensation data.
The Compensation Committee's executive compensation
philosophy is to provide competitive levels of compensation,
integrate management's pay with the achievement of the Company's
annual and long-term performance goals, reward exceptional
corporate performance, recognize individual initiative and
achievement, and assist the Company in attracting and retaining
qualified management. Management compensation is intended to be
set at levels that the Compensation Committee believes is
consistent with others in the Company's industry, with attention
given to rewarding management based upon the Company's level of
performance.
The Compensation Committee endorses the position that equity
ownership by management is beneficial in aligning managements'
and shareholders' interests in the enhancement of shareholder
value.
Base salaries for all employees are determined by evaluating
the responsibilities of the position held and by reference to the
competitive marketplace for talent, including a comparison of
base salaries for comparable positions at comparable companies
within the banking industry. Minimum, midpoint and maximum
levels are then established within the base salary ranges that
are used to recognize the performance of an individual.
Annual salary adjustments are determined by evaluating any
changes in compensation in the marketplace, the performance of
the company, the performance of the executive, and any increased
responsibilities assumed by
7<PAGE>
<PAGE>
the executive. Above-average performance is recognized and
rewarded by placing an executive at a higher level in the salary
range.
The Company has an annual incentive plan for executive
officers. The purpose of this plan is to provide a direct
financial incentive in the form of annual cash bonus to
executives if the Company's annual goals relating to net income
and return on equity are met. Threshold, target and maximum
performance goals are set by the Board of Directors at the
beginning of each fiscal year, as well as the maximum percentage
of base salary that can be earned. Individual performance is
taken into account in determining a portion of the bonus, but no
bonus is paid unless predetermined threshold levels of net income
and return on equity are met.
A stock option program is the Company's long-term incentive
plan for executive officers and key employees. The objectives of
the program are to align executive and shareholder long-term
interests by creating a strong and direct link to shareholder
return, and to enable executives to develop and maintain a
significant, long-term ownership position in the Company's Common
Stock.
The base salary of the Chief Executive Officer is
established by the terms of the employment agreement entered into
between Mr. Bailey and the Bank. The Chief Executive Officer's
base salary under the agreement was determined on the basis of
the Committee's review and evaluation of the compensation of
chief executives of other financial institutions similar in size
to the company. The Chief Executive Officer's bonus is
determined under the same criteria used for all executive
officers as a group.
In fiscal 1996, the Company exceeded the threshold
performance objectives under the incentive bonus plan, and Mr.
Bailey was awarded an additional 18% of his salary in recognition
of his performance during the year. Although the Committee
considered many factors, including the overall quality of
management and leadership exhibited by Mr. Bailey during fiscal
1996, of particular importance to the Committee in determining
the final amount of Mr. Bailey's bonus was the extent to which
the Company exceeded its corporate performance objectives.
Donald C. Danielson (Chairman)
R. Scott Hayes
Michael E. Kent
Committee on Compensation and Stock Options
Ameriana Bancorp
8<PAGE>
<PAGE>
STOCK PERFORMANCE
The following graph shows the cumulative total return on the
Company's common stock over the last five years, compared with
the cumulative total return of the CRSP Index for Nasdaq stocks
of savings institutions (U.S. Companies, SIC 6030-39) (the
"Industry Index") and the CRSP Index for the Nasdaq Stock Market
(U.S. Companies, all SICs) (the "Market Index") over the same
period, as if $100 were invested on December 31, 1991 in the
Company's common stock and each index. Cumulative total return
represents the total increase in value since December 31, 1991,
assuming reinvestment of all dividends paid.
CUMULATIVE TOTAL SHAREHOLDER RETURN
COMPARED WITH PERFORMANCE OF SELECTED INDEXES
December 31, 1991 through December 31, 1996
[Line graph appears here depicting the data set forth below.]
<TABLE>
<CAPTION>
12/31/91 12/31/92 12/31/93 12/31/94 12/31/95 12/31/96
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Ameriana Bancorp 100.0 170.7 176.6 203.2 254.6 296.8
Savings Institutions 100.0 156.0 218.9 223.3 334.7 429.2
Nasdaq Stock Market 100.0 116.4 133.6 130.6 184.7 227.1
</TABLE>
9<PAGE>
<PAGE>
_________________________________________________________________
Transactions with Management
_________________________________________________________________
The Bank offers mortgage and consumer loans to its
directors, officers and employees. In the opinion of management,
these loans do not involve more than the normal risk of
collectibility and are made in the ordinary course of business
and on substantially the same terms, including interest rates, as
those prevailing at the time for nonaffiliated persons.
The law firm of Scotten and Hinshaw, of which R. Scott
Hayes, a director of the Company, the Chairman of the Audit
Committee and a member of the Committee on Compensation and Stock
Options, is a senior partner, serves as General Counsel to the
Company and performs legal services to the Company and the Bank
on a regular basis. Estimated legal fees for services rendered
to the Company and its subsidiaries by the law firm of Scotten
and Hinshaw during 1996 amounted to approximately $43,079.
_________________________________________________________________
PROPOSAL II -- RATIFICATION OF APPOINTMENT OF AUDITORS
_________________________________________________________________
Geo. S. Olive & Co. LLC, which was the Company's independent
auditing firm for 1996, has been retained by the Board of
Directors to be the Company's auditors for 1997, subject to
ratification by the Company's shareholders. A representative of
Geo. S. Olive & Co. LLC is expected to be present at the Meeting,
and he will have the opportunity to make a statement if he
desires to do so and will be available to respond to appropriate
questions.
The appointment of the auditors must be ratified by a
majority of the votes cast by the shareholders of the Company at
the Meeting. The Board of Directors recommends that shareholders
vote "FOR" the ratification of the appointment of auditors.
_________________________________________________________________
OTHER MATTERS
_________________________________________________________________
The Board of Directors is not aware of any business to come
before the Meeting other than those matters described above in
this Proxy Statement. However, if any other matters should pro-
perly come before the Meeting, it is intended that proxies in the
accompanying form will be voted in respect thereof in accordance
with the determination of a majority of the Board of Directors.
_________________________________________________________________
MISCELLANEOUS
_________________________________________________________________
The cost of solicitation of proxies will be borne by the
Company. In addition to solicitations by mail, directors and
officers of the Company may solicit proxies personally or by
telegraph or telephone without additional compensation.
The Company's Annual Report to Shareholders for 1996
accompanies this proxy statement. Such Annual Report is not to
be treated as a part of the proxy solicitation material nor as
having been incorporated herein by reference.
_________________________________________________________________
SHAREHOLDER PROPOSALS
_________________________________________________________________
In order to be eligible for inclusion in the Company's proxy
materials for next year's Annual Meeting of Shareholders, any
shareholder proposal to take action at such meeting must be
received at 2118 Bundy Avenue, New
10<PAGE>
<PAGE>
Castle, Indiana 47362, no later than December 5, 1997. Any such
proposals shall be subject to the requirements of the proxy rules
adopted under the Securities Exchange Act of 1934, as amended.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Howard J. Pruim
HOWARD J. PRUIM
SECRETARY
New Castle, Indiana
April 4, 1997
_________________________________________________________________
FORM 10-K
_________________________________________________________________
A COPY OF THE COMPANY'S FORM 10-K FOR THE FISCAL YEAR ENDED
DECEMBER 31, 1996, AS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION, WILL BE FURNISHED WITHOUT CHARGE TO SHAREHOLDERS AS
OF MARCH 21, 1997, UPON WRITTEN REQUEST TO THE SECRETARY,
AMERIANA BANCORP, 2118 BUNDY AVENUE, NEW CASTLE, INDIANA 47362.
11<PAGE>
<PAGE>
REVOCABLE PROXY
AMERIANA BANCORP
_________________________________________________________________
ANNUAL MEETING OF SHAREHOLDERS
May 15, 1997
_________________________________________________________________
The undersigned hereby appoints the full Board of Directors
of the Company or a majority thereof with full powers of sub-
stitution, to act as attorneys and proxies for the undersigned,
and to vote all shares of common stock of the Company which the
undersigned is entitled to vote at the Annual Meeting of
Shareholders, to be held at the main office of the Company, 2118
Bundy Avenue, New Castle, Indiana, Thursday, May 15, 1997, at
10:00 a.m. and at any and all adjournments thereof, as follows:
VOTE
FOR WITHHELD
--- --------
I. The election as directors of all
nominees listed below (except as
marked to the contrary below). [ ] [ ]
R. Scott Hayes
Michael E. Kent
INSTRUCTION: TO WITHHOLD YOUR VOTE
FOR ANY INDIVIDUAL NOMINEE, STRIKE A
LINE THROUGH THE NOMINEE'S NAME IN THE
LIST ABOVE.
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
--- -------- -------
<S> <C> <C> <C>
II. The ratification of the appointment
of Geo. S. Olive & Co. LLC as auditors
for the fiscal year ending
December 31, 1997. [ ] [ ] [ ]
</TABLE>
The Board of Directors recommends a vote "FOR" each of the
listed propositions.
_________________________________________________________________
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE
SPECIFIED, THIS PROXY WILL BE VOTED FOR EACH OF THE PROPOSITIONS
STATED. IF ANY OTHER BUSINESS IS PRESENTED AT SUCH MEETING, THIS
PROXY WILL BE VOTED IN ACCORDANCE WITH THE DETERMINATION OF A
MAJORITY OF THE BOARD OF DIRECTORS. AT THE PRESENT TIME, THE
BOARD OF DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT
THE MEETING. THIS PROXY ALSO CONFERS DISCRETIONARY AUTHORITY ON
THE BOARD OF DIRECTORS TO VOTE WITH RESPECT TO APPROVAL OF THE
MINUTES OF THE PRIOR MEETING OF SHAREHOLDERS, THE ELECTION OF ANY
PERSON AS DIRECTOR WHERE THE NOMINEE IS UNABLE TO SERVE OR FOR
GOOD CAUSE WILL NOT SERVE, AND MATTERS INCIDENT TO THE CONDUCT OF
THE 1997 ANNUAL MEETING.
_________________________________________________________________
<PAGE>
<PAGE>
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Should the undersigned be present and elect to vote at the
Meeting or at any adjournment thereof and after notification to
the Secretary of the Company at the Meeting of the shareholder's
decision to terminate this proxy, then the power of said
attorneys and proxies shall be deemed terminated and of no
further force and effect.
The undersigned acknowledges receipt from the Company prior
to the execution of this proxy of notice of the meeting, a proxy
statement dated April 4, 1997, and the Company's annual report to
shareholders for the fiscal year ended December 31, 1996.
Dated: _______________________, 1997
__________________________ __________________________
PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER
__________________________ __________________________
SIGNATURE OF STOCKHOLDER SIGNATURE OF STOCKHOLDER
Please sign exactly as your name appears on the enclosed card.
When signing as attorney, executor, administrator, trustee or
guardian, please give your full title. If shares are held
jointly, each holder should sign.
_________________________________________________________________
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE
ENCLOSED POSTAGE-PREPAID ENVELOPE.
_________________________________________________________________
