<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 7, 2000
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 18, 2000, 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,
1999, 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 18, 2000
________________________________________________________________
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 18, 2000, 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 Olive
LLP as auditors for the Company for the fiscal
year ending December 31, 2000; 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 24, 2000, 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 7, 2000
________________________________________________________________
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
CONVENIENCE. 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 18, 2000
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 18,
2000, at 10:00 a.m. The Company is the holding company for
Ameriana Bank and Trust of Indiana, 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 7, 2000.
________________________________________________________________
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.
________________________________________________________________
VOTING SECURITIES AND SECURITY OWNERSHIP
________________________________________________________________
Shareholders of record as of the close of business on
March 24, 2000, are entitled to one vote for each share then
held. As of March 24, 2000, the Company had 3,146,616 shares of
common stock, par value $1.00 per share (the "Common Stock"),
issued and outstanding. Share numbers have been adjusted to
reflect the 11 for 10 stock split paid in the form of a stock
dividend on January 4, 1999.
The following table sets forth information as of March 24,
2000 (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.
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
BENEFICIAL PERCENT OF
BENEFICIAL OWNER OWNERSHIP (1) COMMON STOCK
- ---------------- ------------- ------------
<S> <C> <C>
Dimensional Fund Advisors, Inc. 224,664 (2) 7.2%
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401
Harry J. Bailey 63,766 2.0%
Donald C. Danielson 105,904 3.4%
Charles M. Drackett, Jr. 18,480 0.6%
R. Scott Hayes 30,400 0.9%
Michael E. Kent 25,300 0.8%
Paul W. Prior 118,301 3.8%
Ronald R. Pritzke 22,082 0.7%
Richard E. Welling 15,592 0.5%
Edward J. Wooton 24,710 0.8%
Timothy G. Clark 19,500 0.6%
Michael C. Olson 25,677 0.8%
All Directors and Executive 573,754 17.3%
Officers as a Group (17 persons)
<FN>
____________
(1) As to the Company's directors and executive officers, includes 19,351,
-0-, 8,800, 8,800, 8,800, 8,250, 9,625, 9,372, 17,429, 9,900 and 16,162
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 24, 2000.
(2) Dimensional Fund Advisors, Inc. ("Dimensional"), a registered investment
advisor, reported sole voting power over 224,664 shares and sole
dispositive power over 224,664 shares as of February 1, 2000.
</FN>
</TABLE>
________________________________________________________________
PROPOSAL I -- ELECTION OF DIRECTORS
________________________________________________________________
The Board of Directors of the Company is comprised of
seven members. The Board has staggered terms, and each director
is elected for a three-year term. At the annual meeting two
current directors will stand for election. The Board of
Directors has nominated R. Scott Hayes and Michael E. Kent to
serve as directors for the terms indicated below. Directors are
elected by a plurality of the votes cast. If any nominee is
unable to serve, the shares represented by all valid proxies
will be voted for the election of such substitute director as
the Board of Directors may recommend. At this time, the Board
knows of no reason why any nominee might be unable to serve.
2
<PAGE>
<PAGE>
The following table sets forth for each nominee and for
each director continuing in office, such person's name and age
and the year he first became a director of the Company.
<TABLE>
<CAPTION>
YEAR FIRST
ELECTED OR
APPOINTED TERM
NAME AGE (1) DIRECTOR TO EXPIRE
---- ------- --------- ---------
BOARD NOMINEES
<S> <C> <C> <C>
R. Scott Hayes 53 1989 2003 (2)
Michael E. Kent 59 1989 2003 (2)
DIRECTORS CONTINUING IN OFFICE
Donald C. Danielson 80 1989 2001
Paul W. Prior 78 1989 2001
Harry J. Bailey 57 1989 2002
Charles M. Drackett, Jr. 49 1989 2002
Ronald R. Pritzke 52 1992 2002
<FN>
________
(1) At December 31, 1999.
(2) Assuming the individual is elected.
</FN>
</TABLE>
Listed below is certain information about the directors of
the Company.
R. SCOTT HAYES is a partner in Hayes Copenhaver Crider,
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 ABI since 1984 and director of the
Company since its formation.
MICHAEL E. KENT is a private investor. Prior to his
retirement in January 1996, Mr. Kent was Chairman, President and
Chief Executive Officer of Modernfold, Inc. 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 ABI
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 member of the James Whitcomb
Riley Memorial Association Board of Governors, 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
ABI since 1971 and director of the Company since its formation.
3
<PAGE>
<PAGE>
PAUL W. PRIOR is the Chairman of the Boards of the Company
and ABI. He joined ABI as Chairman of the Board, President and
Chief Executive Officer in January 1973 and ABI, 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 ABI
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 ABI since February 1984. He has been a director of
ABI since 1987, a director of the Company since its formation
and a director of ABO 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 Bankers
Association, trustee of the Henry County Memorial Hospital,
director of the New Castle/Henry County Economic Development
Corporation, director of the Henry County Community Foundation
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 graduate of the Indiana Institute of Food
and Nutrition in Indianapolis. Mr. Drackett currently serves as
a director of The Cincinnati Nature Center and Chairman of its
Agricultural Operations Committee. He has been a director of
ABI 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.
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 ABI since his
appointment in December 1992.
________________________________________________________________
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
________________________________________________________________
The Board of Directors of the Company conducts its
business through meetings of the Board and its committees.
During the fiscal year ended December 31, 1999, 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 ABI 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
1999.
<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 ABI. This committee consists of
Chairman Danielson and Directors Hayes and Kent. This committee
met once during fiscal 1999.
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 1999.
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 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
-------------------------- UNDERLYING
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS OPTIONS/SARS (#)
- --------------------------- ---- ------ ----- -----------------
<S> <C> <C> <C> <C>
Harry J. Bailey, President 1999 $230,000 $ -- $ --
and Chief Executive Officer 1998 219,000 32,800 --
Ameriana Bancorp/Ameriana 1997 205,000 -- 22,000
Bank and Trust of Indiana
Richard E. Welling 1999 $100,000 $ -- $ --
Senior Vice President- 1998 95,000 9,500 --
Treasurer Ameriana Bancorp/ 1997* 7,916 -- 15,620
American Bank and Trust of
Indiana
Edward J. Wooton 1999 $116,000 $ -- $ --
Senior Vice President 1998 111,000 11,100 --
- Subsidiaries 1997 105,000 -- 15,620
Ameriana Bancorp/Ameriana
Bank and Trust of Indiana
Timothy G. Clark 1999 $132,000 $ -- $ --
Executive Vice President and 1998 125,000 12,500 --
Chief Operating Officer 1997* 40,110 -- 16,725
Ameriana Bank and Trust
of Indiana
Michael C. Olson, President 1999 $103,000 $ -- $ --
and Chief Executive Officer 1998 97,000 9,700 --
Ameriana Bank of Ohio 1997 93,500 -- 15,620
<FN>
________
*Employment began in 1997.
</FN>
</TABLE>
The five named officers are participants in the Executive
Supplemental Retirement Progam. See "-- Executive Supplemental
Retirement Program."
5
<PAGE>
<PAGE>
OPTION EXERCISES AND YEAR-END VALUES
The following table sets forth information regarding
options exercised by the named executive officers during 1999
and the number and value of options held by such persons at the
end of 1999.
<TABLE>
<CAPTION>
NAME OF VALUE OF
SECURITIES UNDERLYING EXERCISABLE
EXERCSIABLE IN-THE-MONEY
SHARES ACQUIRED VALUE OPTIONS AT YEAR-END OPTIONS AT YEAR-END (2)
NAME ON EXERCISE REALIZED (1) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
- ---- --------------- ------------ ------------------------- -------------------------
<S> <C> <C> <C> <C>
Harry J. Bailey 2,475 $10,067 19,451/4,500 $4,418/$225
Richard E. Welling -- -- 9,372/6,248 0/0
Edward J. Wooton 200 444 17,429/3,124 9,819/156
Timothy G. Clark -- -- 9,900/6,600 0/0
Michael C. Olson 3,300 32,775 16,162/3,124 7,480/156
<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 1999 and (ii) the
option exercise price per share.
</FN>
</TABLE>
EXECUTIVE SUPPLEMENTAL RETIREMENT PROGRAM
During 1999, the Company implemented a supplementary
executive retirement benefit plan that was designed to use life
insurance policies to generate cash surrender values equal to or
in excess of the plan's annual expenses and projected benefits.
The Company owns the insurance policies and is the main
beneficiary, and benefits under the retirement plan will be paid
(except for changes of control) only in the event that
participating executives remain in the employment of the Company
until age 65. Each of the Company's named executive officers
participate in the plan. For additional information regarding
the value of the benefits under this plan, see " -- Cash
Surrender Value of Indexed Payment Plans."
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.
<PAGE>
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.
6
<PAGE>
<PAGE>
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 $668,624, $304,860, $342,206, $396,743
and $294,156, respectively, based upon their salaries during the
five years ended December 31, 1999.
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 $6,600 annually.
The Company's Chairman receives fees of $12,600. 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.
CASH SURRENDER VALUE OF INDEXED PAYMENT PLANS
In an effort to more adequately compensate members of the
Board of Directors and key executives, the Company has approved
the implementation of two non-qualified benefit plans: a
director retirement benefit plan with an endorsement split-
dollar life insurance plan for the benefit of all non-employee
members of the Board of Directors, and a supplementary
executive retirement benefit plan with an endorsement split-
dollar life insurance plan for the benefit of certain officers.
The Company's obligations under the retirement benefit
portion of the plans are unfunded; however, life insurance
policies have been purchased on each insurable individual that
are actuarially designed to offset the annual expenses
associated with the plans and will, given reasonable actuarial
assumptions, offset all of the plan costs during the life of
the individual and provide a complete recovery of all plan costs
upon the individual's death. The Company is the sole owner of
all policies.
The index used in the director plan and the salary
continuation plan is the earnings in a specific life insurance
policy. The Company "keeps" the opportunity costs on the
premiums paid. Any earnings in excess of the opportunity costs
are accrued to a liability reserve account for the benefit of
the individual. At retirement, this liability reserve account
is paid out over a specified period of years. In addition, the
annual earnings in excess of the opportunity cost are paid out
annually after retirement. These payments will continue for the
life of the individual.
Under these plans, the Company paid $7,461,000 in premiums
in 1999. The entire premiums are reflected in the Company's
consolidated statements of financial condition at December 31,
1999, as cash surrender value of life insurance. There has been
no material impact on the consolidated statement of operations
for the year 1999 as a result of the implementation of these
plans.
It is anticipated that the plans will have minimal impact,
if any, on the Company's future earnings.
7
<PAGE>
<PAGE>
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, 1999, Messrs. Bailey, Welling, Wooton, Clark and Olson had
16, 2, 15, 2 and 17 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 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.
8
<PAGE>
<PAGE>
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 1999, the Company did not exceed the targeted
performance objectives under the incentive bonus plan, and no
bonus was awarded.
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
9
<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, 1994 in the
Common Stock and each index. Cumulative total return represents
the total increase in value since December 31, 1994, assuming
reinvestment of all dividends paid.
CUMULATIVE TOTAL SHAREHOLDER RETURN
COMPARED WITH PERFORMANCE OF SELECTED INDEXES
DECEMBER 31, 1994 THROUGH DECEMBER 31, 1999
[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, 1994 and plots the cumulative
total return at December 31, 1995, 1996, 1997, 1998 and 1999.
Plot points are provided below.]
<TABLE>
<CAPTION>
12/31/94 12/31/95 12/31/96 12/31/97 12/31/98 12/31/99
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Ameriana Bancorp 100 125.3 146.1 187.7 188.4 166.3
Nasdaq Stock Market 100 141.3 173.9 213.1 300.2 542.4
Savings Institutions 100 149.9 192.3 334.0 304.1 256.8
</TABLE>
10
<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 Hayes Copenhaver Crider, 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 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 Hayes
Copenhaver Crider during 1999 amounted to approximately $47,444.
________________________________________________________________
PROPOSAL II -- RATIFICATION OF APPOINTMENT OF AUDITORS
________________________________________________________________
Olive LLP, which was the Company's independent auditing
firm for 1999, has been retained by the Board of Directors to be
the Company's auditors for 2000, 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 1999 all
Reporting Persons have complied with these reporting
requirements.
________________________________________________________________
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.
11
<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 1999
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, 2000. 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 7, 2000
________________________________________________________________
FORM 10-K
________________________________________________________________
A COPY OF THE COMPANY'S FORM 10-K FOR THE FISCAL YEAR ENDED
DECEMBER 31, 1999, AS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION, WILL BE FURNISHED WITHOUT CHARGE TO SHAREHOLDERS AS
OF MARCH 24, 2000, UPON WRITTEN REQUEST TO THE SECRETARY,
AMERIANA BANCORP, 2118 BUNDY AVENUE, NEW CASTLE, INDIANA 47362.
12
<PAGE>
<PAGE>
REVOCABLE PROXY
AMERIANA BANCORP
________________________________________________________________
ANNUAL MEETING OF SHAREHOLDERS
MAY 18, 2000
________________________________________________________________
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
18, 2000, at 10:00 a.m. and at any and all adjournments thereof,
as follows:
VOTE
FOR WITHHELD
--- --------
I. The election as directors of all [ ] [ ]
nominees listed below (except as
marked to the contrary below).
R. Scott Hayes
Michael E. Kent
INSTRUCTION: TO WITHHOLD YOUR VOTE FOR
ANY INDIVIDUAL NOMINEE, STRIKE A LINE THROUGH
THE NOMINEE'S NAME IN THE LIST ABOVE.
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
--- -------- -------
<S> <C> <C> <C>
II. The ratification of the appointment of
Olive LLP as auditors for the fiscal
year ending December 31, 2000 [ ] [ ] [ ]
</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 2000 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 7, 2000, and the Company's Annual Report
to Shareholders for the fiscal year ended December 31, 1999.
Dated: _______________________, 2000
__________________________ __________________________
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.
________________________________________________________________
