<PAGE>
<PAGE>
SCHEDULE 14A INFORMATION
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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 Rule 14a-11(c) or
Rule 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)
- ----------------------------------------------------------------
(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 8, 1998
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 21, 1998, 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,
1997, 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 21, 1998
________________________________________________________________
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 21, 1998, 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, 1998;
3. The approval of proposed amendments to the
Ameriana Bancorp 1996 Stock Option and
Incentive Plan, as described in the
accompanying Proxy Statement; and
4. 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 business on March 27, 1998, 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/ Nancy A. Rogers
Nancy A. Rogers
Secretary
New Castle, Indiana
April 8, 1998
________________________________________________________________
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 21, 1998
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 21,
1998, 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 8, 1998.
________________________________________________________________
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 Secretary 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 27, 1998, are entitled to one vote for each share then
held. As of March 27, 1998, the Company had 3,233,207 shares of
common stock, par value $1.00 per share, issued and outstanding.
<PAGE>
<PAGE>
The following table sets forth information as of March 27,
1998 (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 49,333 1.5%
Donald C. Danielson 91,053 2.8%
Charles M. Drackett, Jr. 16,800 .5%
R. Scott Hayes 29,700 .9%
Michael E. Kent 23,000 .7%
Paul W. Prior 107,998 3.3%
Ronald R. Pritzke 19,794 .6%
Howard J. Pruim 45,346 1.4%
Edward J. Wooton 27,027 .8%
Timothy G. Clark 8,000 .2%
Richard E. Welling 2,840 .1%
All Directors and Executive 510,668 15.3%
Officers as a Group (16 persons)
<FN>
__________
(1) As to the Company's directors and executive officers,
includes 13,333, 0, 8,000, 8,000, 8,000, 8,000, 10,500, 0,
10,346, 3,000, 2,840 and 110,811 shares which may be
acquired by Messrs. Bailey, Danielson, Drackett, Hayes,
Kent, Prior, Pritzke, Pruim, Wooton, Clark and Welling 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, 1997.
</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 Donald C. Danielson and Paul W. Prior 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
Donald C. Danielson 78 1989 2001 (2)
Paul W. Prior 76 1989 2001 (2)
DIRECTORS CONTINUING IN OFFICE
Harry J. Bailey 55 1989 1999
Charles M. Drackett, Jr. 47 1989 1999
Ronald R. Pritzke 50 1992 1999
R. Scott Hayes 51 1989 2000
Michael E. Kent 57 1989 2000
<FN>
___________
(1) At December 31, 1997.
(2) Assuming the individual is elected.
</FN>
</TABLE>
Listed below is certain information about the directors of
the Company.
DONALD C. DANIELSON is Vice Chairman of City Securities
Corporation of Indianapolis. He served on the Board of Trustees
of Indiana University for 21 years and was Chairman of the Board
for 11 years. He currently is a director of the Indiana
University Foundation, Indiana State Chamber of Commerce,
National Fellowship of Christian Athletes, Indiana Basketball
Hall of Fame and Chairman of the Board for the Walther Cancer
Foundation. He served as a member of President Bush's Credit
Standards Advisory Committee in 1991. He has been a director of
the Bank since 1971 and director of the Company since its
formation.
PAUL W. PRIOR is the Chairman of the Boards of the Company
and the Bank. 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. He became Chairman of the Board,
President and Chief Executive Officer of the Company at the time
of its formation in 1989. Mr. Prior served as National
Chairman of the United States League of Savings Institutions in
1984. 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 was 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
3<PAGE>
<PAGE>
January 1984, Mr. Bailey, an attorney, acted as a consultant to
financial institutions and for 15 years before, served in the
legal department and as operations officer for thrift
institutions in the Chicago area. He currently serves on the
Board of Directors of the Federal Home Loan Bank of
Indianapolis, vice chairman and director of the Indiana
League of Savings Institutions, Inc., trustee of the Henry
County Memorial Hospital, director of the New Castle/Henry
County Economic Development Corporation and director of the
Henry County Community Foundation, of which he is chairman of
the Finance/Investment Committee.
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. Mr. Drackett currently
serves as a director of The Cincinnati Nature Center. 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, past president and currently on the Hancock County
Community Foundation Board. In addition, he is a founding
member and currently president of Regreening Greenfield, Inc.
Mr. Pritzke served as a member of the Greenfield Public Library
Board for ten years. 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.
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 and private investor.
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.
________________________________________________________________
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, 1997, 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. 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 twice during fiscal
1997.
<PAGE>
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 1997.
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 once in this capacity
during fiscal 1997.
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>
Long-Term
Compensation
Awards
---------------
Annual Compensation Securities
Name and Principal -------------------------------- Underlying
Positions Year Salary Bonus Options/SARs(#)
- ------------------ ---- ------ ----- --------------
<S> <C> <C> <C> <C>
Harry J. Bailey, President 1997 $ 205,000 $ -- 20,000
and Chief Executive 1996 187,000 33,700 --
Officer 1995 170,000 5,700 5,333
Howard J. Pruim (1) 1997 134,000 -- 14,200
Senior Vice President 1996 128,000 16,700 --
and Chief Financial 1995 121,900 4,100 4,666
Officer
Edward J. Wooton 1997 105,000 -- 14,200
Senior Vice President 1996 98,800 12,900 --
- Subsidiaries 1995 95,000 3,200 4,666
<FN>
_______________
(1) Retired December 1997.
</FN>
</TABLE>
OPTIONS GRANTED DURING FISCAL YEAR
The following table contains information concerning the
grant of stock options under the Company's Option Plan to the
named executive officers during 1997.
<TABLE>
<CAPTION>
Potential Realizable
-------------------------------------------------- Value at Assumed
Number of % of Total Annual Rate of Stock
Securities Options Price Appreciation
Underlying Granted to Exercise for Option Term
Options Employees in or Base Expiration --------------------
Name Granted Fiscal Year Price Date 5% 10%
- ---- ---------- ------------ -------- ---------- -------- -------
<S> <C> <C> <C> <C> <C> <C>
Harry J. Bailey 20,000 11.88% $15.75 1/6/07 $198,200 $502,000
Howard J. Pruim 14,200 8.44 15.75 1/6/07 140,722 356,420
Edward J. Wooton 14,200 8.44 15.75 1/6/07 140,722 356,420
</TABLE>
5<PAGE>
<PAGE>
OPTION EXERCISES AND YEAR-END VALUES
The following table sets forth information regarding
options exercised by the named executive officers during 1997
and the number and value of options held by such persons at the
end of 1997.
<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 -- $ -- 13,333 $65,498
Howard J. Pruim 2,700 22,228 8,846 42,723
Edward J. Wooton 7,800 87,750 10,346 51,863
<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>
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 and Edward
J. Wooton, Senior Vice President - Subsidiaries of the Company
and the Bank. The agreements currently provide for minimum
annual salaries of $219,000 and $111,000, 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 and Wooton would be $577,100 and
$317,300, respectively, based upon their salaries during the
five years ended December 31, 1997.
6<PAGE>
<PAGE>
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, except the Chairman, receive fees of $3,600 annually.
The Company's Chairman receives fees of $9,600. 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 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, 1997, Messrs. Bailey and Wooton had 13 and 12 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.
7<PAGE>
<PAGE>
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 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 1997, the Company did not exceed the threshold
performance objectives established under the incentive bonus
plan. As a result, there were no bonuses paid to the executive
management staff for the year.
Donald C. Danielson (Chairman)
R. Scott Hayes
Michael E. Kent
Committee on Compensation and Stock Options
Ameriana Bancorp
<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, 1992 in
the Company's common stock and each index. Cumulative total
return represents the total increase in value since December 31,
1992, assuming reinvestment of all dividends paid.
CUMULATIVE TOTAL SHAREHOLDER RETURN
COMPARED WITH PERFORMANCE OF SELECTED INDEXES
December 31, 1992 through December 31, 1997
[Line graph appears here depicting the data set forth
below.]
<TABLE>
<CAPTION>
12/31/92 12/31/93 12/31/94 12/31/95 12/31/96 12/31/97
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Ameriana Bancorp 100.0 103.4 119.0 149.1 173.8 223.5
Savings Institutions 100.0 140.3 143.1 214.6 274.2 477.7
Nasdaq Stock Market 100.0 114.8 112.2 158.7 195.2 239.5
</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 1997 amounted to approximately
$46,857.
________________________________________________________________
PROPOSAL II -- RATIFICATION OF APPOINTMENT OF AUDITORS
________________________________________________________________
Geo. S. Olive & Co. LLC, which was the Company's
independent auditing firm for 1997, has been retained by the
Board of Directors to be the Company's auditors for 1998,
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.
________________________________________________________________
PROPOSAL III -- APPROVAL OF PROPOSED AMENDMENTS
TO 1996 STOCK OPTION AND INCENTIVE PLAN
________________________________________________________________
GENERAL
The Board of Directors of the Company is seeking
shareholder approval of certain proposed amendments to the
Ameriana Bancorp 1996 Stock Option and Incentive Plan (the
"Option Plan"). The proposed amendments would extend the term
of the Option Plan from five to ten years, would increase the
total amount of common stock authorized and reserved for awards
under the Option Plan from 160,000 to 320,000 shares and would
authorize the granting of discretionary awards under the Option
Plan to non-employee directors of the Company and its
affiliates. The Board of Directors believes that the proposed
amendments are in the best interests of the Company and
recommends a vote "FOR" approval of the proposed amendments.
The following discussion summarizes key provisions of the Option
Plan and describes the proposed amendments.
PURPOSE OF THE OPTION PLAN AND THE AMENDMENTS
The purpose of the Option Plan is to advance the interests
of the Company by providing directors and employees of the
Company and its affiliates with an opportunity to acquire shares
of the Company's common stock. 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 employees of the Company and its affiliates to promote the
success of the business of the Company.
10<PAGE>
<PAGE>
DESCRIPTION OF THE OPTION PLAN AND THE PROPOSED AMENDMENTS
Effective Date. The Option Plan became effective on the
date of its approval by the Company's Board of Directors,
February 26, 1996.
Administration. The Option Plan is administered by a
committee appointed by the Board of Directors, consisting of at
least three directors of the Company who are "disinterested
persons" within the meaning of the federal securities laws. The
committee has discretionary authority to select participants and
grant awards, to determine the form and content of any awards
made under the Option Plan, to interpret the Option Plan, and to
make other decisions necessary or advisable in connection with
administering the Option Plan. All decisions, determinations,
and interpretations of the committee are final and conclusive on
all persons affected thereby. Members of the committee will be
indemnified to the full extent permissible under the Company's
governing instruments in connection with any claims or other
actions relating to any action taken under the Option Plan. As
of the date hereof, the members of the committee are Directors
Danielson, Hayes, and Kent.
Eligible Persons; Types of Awards. Under the Option Plan,
the committee currently may grant discretionary stock options
("Options"), stock appreciation rights ("SARs") and deferred
stock awards ("DSAs") (collectively, "Awards") to such employees
of the Company or its affiliates (including employees who are
directors) as the committee shall designate. It is proposed
that the individuals eligible to receive discretionary Awards
under the Option Plan be expanded to include non-employee
directors of the Company and its affiliates, to authorize the
committee to provide those persons with an opportunity to
acquire shares of the Company's common stock. As of April 1,
1998, the Company and its affiliates had approximately 167
employees who were eligible to receive discretionary Awards
under the Option Plan and 11 non-employee directors who would be
eligible to receive such Awards upon shareholder approval of the
proposed amendments.
Shares Available for Grants. The Option Plan currently
authorizes the issuance of Options and other Awards for up to
160,000 shares of common stock of the Company. At March 27,
1998, Awards for 158,700 of the shares authorized under the
Option Plan had been granted and exercised, or had been
unconditionally granted and were then outstanding, and Awards
for an additional 14,200 shares had been conditionally granted
subject to shareholder approval of the proposed amendments and
were then outstanding (see " -- New Plan Benefits" below).
While the Company currently does not have any plans to issue
additional Awards under the Option Plan, the Company may
determine in the future that the granting of additional Awards
would be in the best interests of the Company. As a result, the
Board of Directors is seeking shareholder approval of the
proposed amendments to increase the total amount of common stock
authorized under the Option Plan from 160,000 to 320,000 shares,
which would have the effect of increasing the remaining shares
authorized for future Awards under the Option Plan to 147,100.
Shares subject to Awards under the Option Plan may either
be (i) authorized but unissued shares, (ii) shares held in
treasury, and (iii) shares held in a grantor trust maintained by
the Company. In the event of any 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 receipt or
payment of consideration by the Company, the committee will
adjust the number and kind of shares reserved for issuance under
the Option Plan, the number and kind of shares subject to
outstanding Awards and the exercise prices of such Awards. In
addition, if the Company pays a special dividend that has the
effect of a return on capital to shareholders, the committee
will proportionately adjust the exercise price of the Option.
Generally, the number of shares as to which SARs are granted are
charged against the aggregate number of shares available for
grant under the Option Plan, provided 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 of common stock
subject to the Option shall be charged against the aggregate
number of shares of common stock remaining available under the
Option Plan. If Awards should expire, become unexercisable or
be forfeited for any reason without having been exercised, the
shares of common stock subject to such Awards shall, unless the
Option Plan shall have been terminated, be available for the
grant of additional Awards under the Option Plan.
11<PAGE>
<PAGE>
Options. Options may be either incentive stock options
("ISOs") as defined in Section 422 of the Internal Revenue Code,
or options that are not ISOs ("Non-ISOs"). The exercise price
as to any Option may not be less than 50% (100% for ISOs) of the
fair market value (determined under the Option Plan) of the
optioned shares on the date of grant. In the case of an
optionee who owns more than 10% of the outstanding common stock
of the Company on the date of grant, such option price may not
be less than 110% of fair market value of the shares. As
required by federal tax laws, to the extent that the aggregate
fair market value (determined when an ISO is granted) of the
common stock with respect to which ISOs are exercisable by an
optionee for the first time during any calendar year (under all
plans of the Company and of any subsidiary) exceeds $100,000,
the Options granted in excess of $100,000 will be treated as
Non-ISOs, and not as ISOs.
Automatic Grants. Each director of the Company who was
not an employee but was a director on the effective date of the
Option Plan received a one-time grant of an Option (in the form
of a Non-ISO) to purchase 8,000 shares of common stock With
respect to each Option granted as of the effective date, the
exercise price per share is equal to the fair market value of
the underlying shares on that date. In addition, each non-
employee director who joins the Board of Directors of the
Company after the effective date will receive, on the date of
joining the Board, Non-ISOs to purchase 8,000 shares of common
stock of the Company (or such lesser number of shares as are
then available under the Option Plan), at an exercise price per
share equal to the fair market value of the common stock on the
date of grant. These Options will have a term of ten years and
expire one year after a director terminates service on the Board
for any reason. In the event of a director's death during the
term of his directorship, his Options will become immediately
exercisable and will expire two years from the date of his
death. In no event shall Options expire later than the date on
which such Options would otherwise expire.
SARs. An SAR may be granted in tandem with all or part of
any Option granted under the Option Plan, or without any
relationship to any Option. An SAR granted in tandem with an
ISO must expire no later than the ISO, must have the same
exercise price as the ISO and may be exercised only when the ISO
is exercisable and when the fair market value of the shares
subject to the ISO exceeds the exercise price of the ISO. For
SARs granted in tandem with Options, the optionee's exercise of
the SAR cancels his or her right to exercise the Option, and
vice versa. Alternatively, an SAR granted in conjunction with
an Option may be an additional right wherein both the SAR and
the Option may be exercised. Regardless of whether an SAR is
granted in tandem with an Option, exercise of the SAR will
entitle the optionee to receive, as the committee prescribes in
the grant, all or a percentage of the difference between (i) the
fair market value of the shares of common stock subject to the
SAR at the time of its exercise, and (ii) the fair market value
of such shares at the time the SAR was granted (or, in the case
of SARs granted in tandem with Options, the exercise price).
The exercise price as to any particular SAR may not be less than
the fair market value of the optioned shares on the date of
grant.
Exercise of Options and SARs. The exercise of Options and
SARs will be subject to such terms and conditions as are
established under the terms of the Option Plan and by the
committee in a written agreement between the committee and the
optionee. In the absence of committee action to the contrary,
an otherwise unexpired Option shall cease to be exercisable upon
(i) an optionee's termination of employment for "just cause" (as
defined in the Option Plan), (ii) the date three months after an
optionee terminates service for a reason other than just cause,
death, or disability, (iii) the date one year after an optionee
terminates service due to disability, or (iv) the date two years
after an optionee terminates service due to death.
An optionee may exercise Options or SARs, subject to
provisions relative to their termination and limitations on
their exercise, only by (i) written notice of intent to exercise
the Option or SAR with respect to a specified number of shares
of common stock, and (ii) in the case of Options, 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.
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 an optionee's exercise of an Option, the
Company may,
12<PAGE>
<PAGE>
in the discretion of the committee, pay the optionee 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.
Deferred Stock Awards. The Committee may in its
discretion make DSAs under the Option Plan to individuals who
are highly compensated within the meaning of Title I of the
Employee Retirement Income Security Act of 1974, as amended, in
the form of shares that will be transferred to such individuals
only upon satisfaction of (i) any terms and conditions set forth
in the agreement effecting the DSA, and (ii) the requirements of
the Option Plan with respect to tax withholding obligations.
The term of a DSA may exceed 10 years if the agreement granting
the DSA specifically provides for a term that expires no more
than 10 years after termination of a DSA holder's continuous
service.
Conditions on Issuance of Shares. The committee will have
the discretionary authority to impose, in agreements, such
restrictions on shares of common stock issued pursuant to the
Option Plan 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. In addition, the committee may not issue shares
unless the issuance complies with applicable securities laws,
and to that end may require that a participant make certain
representations or warranties.
Nontransferability. 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.
To the extent permissible under applicable federal securities
laws, an Optionee who is granted Non-ISOs pursuant to the Option
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 Optionee originally receiving the
grant of Non-ISOs or to an individual or trust to whom such
Optionee could have transferred Non-ISOs pursuant to the Option
Plan. Non-ISOs which are transferred under the Option Plan
shall be exercisable by the transferee subject to the same terms
and conditions as would have applied to such Non-ISOs in the
hand of the Optionee originally receiving the grant of such Non-
ISOs.
Effect of Dissolution and Related Transactions. 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, will be
equitably adjusted for any change or exchange of shares for a
different number or kind of shares which results from the
Transaction. However, any such adjustment will be made in such
a manner as to not constitute a modification, within the meaning
of Section 424(h) of the Internal Revenue Code, of outstanding
ISOs.
Duration of the Option Plan and Grants. The Option Plan
currently has a term of five years from its effective date, and
no Awards shall be granted after five years from that date. It
is proposed that the term of the Option Plan be extended to ten
years, so the Option Plan would expire in 2006 instead of 2001,
to permit a longer period of time for the granting of future
awards under the Option Plan. The maximum term for an Award is
10 years from the date of grant, except that the maximum term of
an ISO (and an SAR granted in tandem with an ISO) may not exceed
five years if the optionee owns more than 10% of the common
stock on the date of grant. The expiration of the Option Plan,
or its termination by the committee, will not affect any Award
then outstanding.
Amendment and Termination of the Option Plan. The Board
of Directors of the Company may from time to time amend the
terms of the Option Plan and, with respect to any shares at the
time not subject to Awards, suspend or terminate the Option
Plan; provided that the provisions relating to grants of Options
to non-employee directors may not be amended more than once
every six months (other than to comport with changes in the
Internal Revenue Code, the Employee Retirement Income Security
Act of 1974, as amended, or the rules thereunder). No
amendment, suspension, or termination of the Option Plan will,
without the consent of any affected holders of an Award, alter
or impair any rights or obligations under any Award then
outstanding.
13<PAGE>
<PAGE>
Financial Effects of Awards. The Company will receive no
monetary consideration for the granting of Awards under the
Option Plan. It will receive no monetary consideration other
than the option price for shares of common stock issued to
optionees upon the exercise of their Options, and will receive
no monetary consideration upon the exercise of SARs. Under
current accounting standards, recognition of compensation
expense is not required when Options are granted at an exercise
price equal to or exceeding the fair market value of the common
stock on the date the Option is granted.
The granting of SARs will require charges to the income of
the Company based on the amount of the appreciation, if any, in
the market price of the common stock to which the SARs relate
over the exercise price of those shares for the particular
income period. If the market price of the common stock declines
subsequent to a charge against earnings due to estimated
appreciation in the common stock subject to SARs, the amount of
the decline will reverse such prior charges against earnings
(but not by more than the aggregate of such prior charges).
FEDERAL INCOME TAX CONSEQUENCES
ISOs. An optionee recognizes no taxable income upon the
grant of ISOs. If the optionee holds the Option shares for at
least two years from the date the ISO is granted, and for one
year from the date the ISO is exercised, any gain realized on
the sale of the shares received upon exercise of such ISO is
taxed as long-term capital gain. However, the difference
between the fair market value of the common stock at the date of
exercise and the exercise price of the ISO will be treated by
the optionee as an item of tax preference in the year of
exercise for purposes of the alternative minimum tax. If an
optionee disposes of the shares before the expiration of either
of the two special holding periods noted above, the disposition
is a "disqualifying disposition." In this event, the optionee
will be required, at the time of the disposition of the common
stock, to treat the lesser of the gain realized or the
difference between the exercise price and the fair market value
of the common stock at the date of exercise as ordinary income
and the excess, if any, as capital gain.
The Company will not be entitled to any deduction for
federal income tax purposes as a result of the grant or exercise
of an ISO, regardless of whether or not the exercise of the ISO
results in liability to the optionee for alternative minimum
tax. However, if an optionee has ordinary income taxable as
compensation as a result of a disqualifying disposition, the
Company will be entitled to deduct an equivalent amount.
Non-ISOs. In the case of a Non-ISO, an optionee will
recognize ordinary income upon the exercise of the Non-ISO in an
amount equal to the difference between the fair market value of
the shares on the date of exercise and the option price (or, if
the optionee is subject to certain restrictions imposed by the
federal securities laws, upon the lapse of those restrictions
unless the optionee makes a special tax election within 30 days
after the date of exercise to have the general rule apply).
Upon a subsequent disposition of such shares, any amount
received by the optionee in excess of the fair market value of
the shares as of the exercise will be taxed as capital gain.
The Company will be entitled to a deduction for federal income
tax purposes at the same time and in the same amount as the
ordinary income recognized by the optionee in connection with
the exercise of a Non-ISO.
SARs. The grant of an SAR has no tax effect on the
optionee or the Company. Upon exercise of the SARs, however,
any cash or common stock received by the optionee in connection
with the surrender of his or her SAR will be treated as
compensation income to the optionee, and the Company will be
entitled to a business expense deduction for the amounts treated
as compensation income.
NEW PLAN BENEFITS
At March 27, 1998, an Option for 14,200 shares had been
granted subject to shareholder approval of the proposed
amendments to the Option Plan. The Option was granted in
December 1997 to Richard E. Welling when he joined the Company
as Senior Vice President -- Treasurer and Chief Financial
Officer. The exercise price for the Option was the fair market
value of the common stock on the date of grant, $19.875 per
share. The Option was vested 20%
14<PAGE>
<PAGE>
on the grant date (subject to shareholder approval of the
proposed amendments) and will vest another 20% on December 31,
1998-2001. The Option will expire in December 2007.
RECOMMENDATION AND VOTE REQUIRED
The Board of Directors has determined that the Option Plan
is desirable and cost effective and produces incentives which
benefit the Company and its shareholders. The Board of
Directors is seeking shareholder approval of the Amendment in
order to satisfy the requirements of the Internal Revenue Code
for favorable tax treatment of ISOs and to satisfy the
requirements of the Nasdaq Stock Market for national market
system securities.
Shareholder approval of the Amendment requires the
affirmative vote of the holders of a majority of the total votes
present or represented and entitled to be cast at the Annual
Meeting. THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR"
APPROVAL OF THE AMENDMENT.
________________________________________________________________
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
properly 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 1997
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 Castle, Indiana 47362, no
later than December 9, 1998. 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/ Nancy A. Rogers
Nancy A. Rogers
Secretary
New Castle, Indiana
April 8, 1998
FORM 10-K
A COPY OF THE COMPANY'S FORM 10-K FOR THE FISCAL YEAR ENDED
DECEMBER 31, 1997, AS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION, WILL BE FURNISHED WITHOUT CHARGE TO SHAREHOLDERS AS
OF MARCH 27, 1998, UPON WRITTEN REQUEST TO THE SECRETARY,
AMERIANA BANCORP, 2118 BUNDY AVENUE, NEW CASTLE, INDIANA 47362.
15<PAGE>
<PAGE>
REVOCABLE PROXY
AMERIANA BANCORP
________________________________________________________________
ANNUAL MEETING OF SHAREHOLDERS
May 21, 1998
________________________________________________________________
The undersigned hereby appoints the full Board of Directors
of the Company or a majority thereof with full powers of
substitution, 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
21, 1998, 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).
Donald C. Danielson
Paul W. Prior
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, 1998 [ ] [ ] [ ]
III. The approval of proposed amendments
to the Ameriana Bancorp 1996 Stock
Option and Incentive Plan [ ] [ ] [ ]
</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 1998 ANNUAL MEETING.
________________________________________________________________
<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 8, 1998, and the Company's annual
report to shareholders for the fiscal year ended December 31,
1997.
Dated: _______________________, 1998
__________________________ __________________________
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.
________________________________________________________________
