<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 9, 1999
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 20, 1999, 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, 1998, 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 20, 1999
_______________________________________________________________
_
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 20, 1999, 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 three directors of the Company;
2. The ratification of the appointment of Olive LLP
as auditors for the Company for the fiscal year
ending December 31, 1999; 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
proposals 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 26, 1999, 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 9, 1999
_______________________________________________________________
_
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 20, 1999
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 20,
1999, at 10:00 a.m. The Company is the holding company for
Ameriana Bank of Indiana, F.S.B., headquartered in New Castle,
Indiana ("ABI"), and Ameriana Bank of Ohio, F.S.B.,
headquartered in Cincinnati, Ohio ("ABO"). The accompanying
notice of meeting and this Proxy Statement are being first
mailed to shareholders on or about April 9, 1999.
_______________________________________________________________
_
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 non-votes will, however, be treated as shares present
for purposes of determining whether a quorum is present.
_______________________________________________________________
_
STOCK SPLIT
_______________________________________________________________
_
On November 23, 1998, the Company's Board of Directors
declared an 11 for 10 stock split in the form of a stock
dividend to shareholders of record as of the close of business
on December 19, 1998. The stock dividend was paid on January
4, 1999. All per share information contained in this proxy
statement has been restated to reflect this stock split.
_______________________________________________________________
_
VOTING SECURITIES AND SECURITY OWNERSHIP
_______________________________________________________________
_
Shareholders of record as of the close of business on March
26, 1999, are entitled to one vote for each share then held.
As
of March 26, 1999, the Company had 3,471,386 shares of common
stock, par value $1.00 per share (the "Common Stock"), issued
and outstanding.
<PAGE>
<PAGE>
The following table sets forth information as of March 26,
1999 (i) with respect to any person who was known to the
Company
to be the beneficial owner of more than five percent of the
Common Stock and (ii) as to the 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. 239,212 (2) 6.9%
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401
Harry J. Bailey 58,666 1.7%
Donald C. Danielson 110,422 3.2%
Charles M. Drackett, Jr. 18,480 .5%
R. Scott Hayes 32,600 .9%
Michael E. Kent 25,300 .7%
Paul W. Prior 118,301 3.4%
Ronald R. Pritzke 21,772 .6%
Richard E. Welling 6,468 .2%
Edward J. Wooton 22,293 .6%
Timothy G. Clark 13,200 .4%
Michael C. Olson 22,553 .6%
All Directors and Executive 545,247 15.1%
Officers as a Group (17 persons)
<FN>
____________
(1) As to the Company's directors and executive officers, includes 17,526,
0,
8,800, 8,800, 8,800, 8,250, 10,450, 6,248, 14,505, 6,600 and 16,338
shares
which may be acquired by Messrs. Bailey, Danielson, Drackett, Hayes,
Kent,
Prior, Pritzke, Welling, Wooton, Clark and Olson, and all directors and
executive officers as a group upon the exercise of stock options which
are
exercisable within 60 days of March 26, 1999.
(2) Dimensional Fund Advisors, Inc. ("Dimensional"), a registered investment
advisor, reported sole voting power over 239,212 shares and sole
dispositive power over 239,212 shares as of February 11, 1999.
</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 three
current directors will stand for election. The Board of
Directors has nominated Harry J. Bailey, Charles M. Drackett,
Jr. and Ronald R. Pritzke 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
Harry J. Bailey 56 1989 2002 (2)
Charles M. Drackett, Jr. 48 1989 2002 (2)
Ronald R. Pritzke 51 1992 2002 (2)
DIRECTORS CONTINUING IN OFFICE
R. Scott Hayes 52 1989 2000
Michael E. Kent 58 1989 2000
Donald C. Danielson 79 1989 2001
Paul W. Prior 77 1989 2001
<FN>
_________
(1) At December 31, 1998.
(2) Assuming the individual is elected.
</FN>
</TABLE>
Listed below is certain information about the directors of
the Company.
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 Ameriana-Ohio since 1992.
From June 1983 to 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, director of the Henry
County Community Foundation, of which he is chairman of the
Finance/Investment Committee and a director of the Indiana
Chamber of Commerce.
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.
3<PAGE>
<PAGE>
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.
and a co-founding member and director of Park Advocacy Research
and Conservation Society. 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.
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 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.
_______________________________________________________________
_
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, 1998, the Company's Board of
Directors held 12 regular meetings and two special 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 three times during
fiscal 1998.
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 six times during fiscal 1998.
4<PAGE>
<PAGE>
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 1998.
_______________________________________________________________
_
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 other executive officers of the Company
and
subsidiaries 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 1998 $219,000 $32,800 $ --
and Chief Executive Officer 1997 205,000 -- 22,000
Ameriana Bancorp/Ameriana 1996 187,000 33,700 --
Bank of Indiana
Richard E. Welling 1998 $ 95,000 $ 9,500 $ --
Senior Vice President- 1997* 7,916 -- 15,620
Treasurer
Ameriana Bancorp/Ameriana
Bank of Indiana
Edward J. Wooton 1998 $111,000 $ 11,100 $ --
Senior Vice President 1997 105,000 -- 15,620
- Subsidiaries 1996 98,800 12,900 --
Ameriana Bancorp/Ameriana
Bank of Indiana
Timothy G. Clark 1998 $125,000 $ 12,500 $ --
Chief Operating Officer 1997* 40,110 -- 16,725
Ameriana Bank of Indiana
Michael C. Olson 1998 $ 97,000 $ 9,700 $ --
President and Chief 1997 93,500 -- 15,620
Executive Officer 1996 87,000 11,300 --
Ameriana Bank of Ohio
*Employment began in 1997.
</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 1998
and the number and value of options held by such persons at the
end of 1998.
<TABLE>
<CAPTION>
NAME OF VALUE OF
SECURITIES UNDERLYING EXERCISABLE
SHARES ACQUIRED VALUE EXERCISABLE IN-THE-MONEY
NAME ON EXERCISE REALIZED (1) OPTIONS AT YEAR-END OPTIONS AT YEAR-END (2)
- ---- --------------- ------------ --------------------- -----------------------
<S> <C> <C> <C> <C>
Harry J. Bailey 1,540 $ 5,906 17,526 $67,889
Richard E. Welling -- -- 6,248 --
Edward J. Wooton -- -- 14,505 58,965
Timothy G. Clark -- -- 6,600 --
Michael C. Olson 3,150 36,619 16,338 91,505
<FN>
_______________
(1) Difference between (i) the reported closing sale price per share on the 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 1998 and (ii) the option exercise price per share.
</FN>
</TABLE>
EMPLOYMENT AGREEMENTS
ABI and ABO have entered into employment agreements with
selected executive officers, including Harry J. Bailey,
President and Chief Executive Officer of the Company and ABI,
Richard E. Welling, Senior Vice President-Treasurer of the
Company and ABI, Edward J. Wooton, Senior Vice President -
Subsidiaries of the Company and ABI, Timothy G. Clark, Chief
Operating Officer of ABI and Michael C. Olson, President and
Chief Executive Officer of ABO. The agreements currently
provide for minimum annual salaries of $230,000, $100,000,
$116,000, $132,000 and $103,000, 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 ABI or ABO for "just cause" as
defined in such agreements. If any of these employees are
terminated 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.
Each of these agreements provides that in the event of
disability, the employee shall continue to receive his full
compensation for the first 18 months from the date of such
disability at which time ABI or ABO 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 applicable 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 either 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. "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, Welling, Wooton,
Clark and Olson would be $611,933, $284,050, $324,744, $370,258
and $270,685, respectively, based upon their salaries during
the five years ended December 31, 1998.
6<PAGE>
<PAGE>
COMPENSATION OF DIRECTORS
All of the members of the Company's Board of Directors are
also members of ABI'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.
ABI's and ABO'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. ABI'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 ABI's and ABO'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 $160,000). As of December
31, 1998, Messrs. Bailey, Welling, Wooton, Clark and Olson had
15, 1, 14, 1 and 16 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 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
7<PAGE>
<PAGE>
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
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 ABI. 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 1998, the Company exceeded the targeted
performance objectives under the incentive bonus plan, and Mr.
Bailey was awarded an additional 15% 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 1998, 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.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Company's Compensation Committee consists entirely of
non-employee directors.
COMMITTEE ON COMPENSATION AND STOCK OPTIONS
AMERIANA BANCORP
Donald C. Danielson (Chairman)
R. Scott Hayes
Michael E. Kent
8<PAGE>
<PAGE>
STOCK PERFORMANCE
The following graph shows the cumulative total return on
the
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, 1993 in
the Common Stock and each index. Cumulative total return
represents the total increase in value since December 31, 1993,
assuming reinvestment of all dividends paid.
CUMULATIVE TOTAL SHAREHOLDER RETURN
COMPARED WITH PERFORMANCE OF SELECTED INDEXES
DECEMBER 31, 1993 THROUGH DECEMBER 31, 1998
[Line graph appears here depicting the cumulative total
shareholder return of $100 invested in the Common Stock as
compared to $100 invested in the CRSP Index for Nasdaq Stocks
of Savings Institutions and the Nasdaq Stock Market Index-U.S.
Line graph begins at December 31, 1993 and plots the cumulative
total return at December 31, 1994, 1995, 1996, 1997 and 1998.
Plot points are provided below.]
<TABLE>
<CAPTION>
12/31/93 12/31/94 12/31/95 12/31/96 12/31/97 12/31/98
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Ameriana Bancorp 100.0 115.1 144.2 168.0 216.0 216.8
Savings Institutions 100.0 97.8 138.3 170.0 208.6 293.2
Nasdaq Stock Market 100.0 102.0 152.9 196.1 340.3 323.4
</TABLE>
9
<PAGE>
<PAGE>
_______________________________________________________________
_
TRANSACTIONS WITH MANAGEMENT
_______________________________________________________________
_
ABI and ABO offer 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
ABI 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 1998 amounted to approximately
$42,710.
_______________________________________________________________
_
PROPOSAL II -- RATIFICATION OF APPOINTMENT OF AUDITORS
_______________________________________________________________
_
Olive LLP, which was the Company's independent auditing
firm
for 1998, has been retained by the Board of Directors to be the
Company's auditors for 1999, subject to ratification by the
Company's shareholders. A representative of Olive LLP 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.
_______________________________________________________________
_
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
_______________________________________________________________
_
Pursuant to regulations promulgated under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), the
Company's officers and directors and all persons who own more
than 10% of the Common Stock ("Reporting Persons") are required
to file reports detailing their ownership and changes of
ownership in the Common Stock and to furnish the Company with
copies of all such ownership reports that are filed. Based
solely on the Company's review of the copies of such ownership
reports which it has received in the past fiscal year or with
respect to the past fiscal year, or written representations
that no annual report of changes in beneficial ownership were
required, the Company believes that during fiscal year 1998 all
Reporting Persons have complied with these reporting
requirements, with one exception. Mr. Prior donated 495 shares
of Ameriana Common Stock to two local charities in the fourth
quarter of 1998. Shortly after this action, he exercised an
option to purchase 550 shares on December 4, 1998, in order to
replace the donated shares. A Form 4 was inadvertently not
filed within the time allotted. Instead, a Form 5 was filed
by Mr. Prior on March 22, 1999.
_______________________________________________________________
_
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.
10<PAGE>
<PAGE>
_______________________________________________________________
_
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 1998
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 5, 1999. Any such proposals shall be
subject to the requirements of the proxy rules adopted under
the Exchange Act.
Shareholder proposals, other than those submitted pursuant
to the Exchange Act, must be delivered or mailed in writing, in
the form prescribed by the Company's Articles of Incorporation,
to the Secretary of the Company at the address given in the
preceding paragraph not less than thirty days nor more than
sixty days prior to any such meeting; provided, however, that
if less than thirty-one days' notice of the meeting is given to
shareholders, such written notice shall be delivered or mailed,
as prescribed, to the Secretary of the Company not later than
the close of the tenth day following the day on which notice of
the meeting was mailed to shareholders.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Nancy A. Rogers
Nancy A. Rogers
Secretary
New Castle, Indiana
April 9, 1999
_______________________________________________________________
_
FORM 10-K
_______________________________________________________________
_
A COPY OF THE COMPANY'S FORM 10-K FOR THE FISCAL YEAR ENDED
DECEMBER 31, 1998, AS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION, WILL BE FURNISHED WITHOUT CHARGE TO SHAREHOLDERS AS
OF MARCH 26, 1999, 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 20, 1999
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
20, 1999, 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). [ ] [ ]
Harry J. Bailey
Charles M. Drackett, Jr.
Ronald R. Pritzke
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
Olive LLP as auditors for the fiscal
year ending December 31, 1999 [ ] [ ] [ ]
</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 1999 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 9, 1999, and the Company's Annual Report
to Shareholders for the fiscal year ended December 31, 1998.
Dated: _______________________, 1999
__________________________ __________________________
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.
