SCHEDULE 14A
Information Required in Proxy Statement
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant: Yes.
Filed by a Party other than the Registrant: No.
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as Permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
SHELBY COUNTY BANCORP
(Name Of Registrant As Specified In Its Charter)
SHELBY COUNTY BANCORP
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11
(1) Title of each class of securities to which transaction
applies: N/A
(2) Aggregate number of securities to which transaction
applies: N/A
(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): N/A
(4) Proposed maximum aggregate value of transaction: N/A
(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. N/A
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
[LOGO]
29 East Washington Street
Shelbyville, Indiana 46176
(317) 398-9721
----------------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
----------------------------------------
To Be Held On January 22, 1998
Notice is hereby given that the Annual Meeting of Shareholders of Shelby
County Bancorp (the "Holding Company") will be held at the offices of the
Holding Company at 29 East Washington Street, Shelbyville, Indiana, on Thursday,
January 22, 1998, at 3:00 P.M., Eastern Standard Time.
The Annual Meeting will be held for the following purposes:
1. Election of Directors. Election of two directors of the Holding
Company, each to serve a three-year term expiring in 2001.
2. Ratification of Auditors. Ratification of the appointment of KPMG Peat
Marwick LLP as auditors for the Holding Company for the fiscal year
ending September 30, 1998.
3. Other Business. Such other matters as may properly come before the
meeting or any adjournment thereof.
Shareholders of record at the close of business on December 18, 1997, are
entitled to vote at the meeting or any adjournment thereof.
We urge you to read the enclosed Proxy Statement carefully so that you may
be informed about the business to come before the meeting, or any adjournment
thereof. At your earliest convenience, please sign and return the accompanying
proxy in the postage-paid envelope furnished for that purpose.
A copy of our Annual Report for the fiscal year ended September 30, 1997,
is enclosed. The Annual Report is not a part of the proxy solicitation material
enclosed with this letter.
By Order of the Board of Directors
/s/ Rodney L. Meyerholtz
Rodney L. Meyerholtz, President
Shelbyville, Indiana
December 29, 1997
IT IS IMPORTANT THAT THE PROXIES BE RETURNED PROMPTLY. THEREFORE, WHETHER
OR NOT YOU PLAN TO BE PRESENT IN PERSON AT THE ANNUAL MEETING, PLEASE SIGN, DATE
AND COMPLETE THE ENCLOSED PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE WHICH
REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
<PAGE>
SHELBY COUNTY BANCORP
29 East Washington Street
Shelbyville, Indiana 46176
(317) 398-9721
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
JANUARY 22, 1998
This Proxy Statement is being furnished to the holders of common stock,
without par value (the "Common Stock"), of Shelby County Bancorp (the "Holding
Company"), an Indiana corporation, in connection with the solicitation of
proxies by the Board of Directors of the Holding Company to be voted at the
Annual Meeting of Shareholders of the Holding Company to be held at 3:00 P.M.,
Eastern Standard Time, on January 22, 1998, at the principal office of the
Holding Company and at any and all adjournments of such meeting. The principal
asset of the Holding Company consists of 100% of the issued and outstanding
shares of common stock, $.01 par value per share, of Shelby County Savings Bank,
FSB ("SCSB"). This Proxy Statement is expected to be mailed to the shareholders
on or about December 29, 1997.
The proxy solicited hereby, if properly signed and returned to the Holding
Company and not revoked prior to its use, will be voted in accordance with the
instructions contained therein. If no contrary instructions are given, each
proxy received will be voted for the matters described below and, upon the
transaction of such other business as may properly come before the meeting, in
accordance with the best judgment of the persons appointed as proxies.
Any shareholder giving a proxy has the power to revoke it at any time
before it is exercised by (i) filing with the Secretary of the Holding Company
written notice thereof at 29 East Washington Street, Shelbyville, Indiana 46176,
(ii) submitting a duly executed proxy bearing a later date, or (iii) by
appearing at the Annual Meeting and giving the Secretary notice of his or her
intention to vote in person. Proxies solicited hereby may be exercised only at
the Annual Meeting and any adjournment thereof and will not be used for any
other meeting.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Only shareholders of record at the close of business on December 18, 1997
(the "Voting Record Date"), will be entitled to vote at the Annual Meeting. On
the Voting Record Date, there were 175,950 shares of the Common Stock issued and
outstanding, and the Holding Company had no other class of equity securities
outstanding. Each share of Common Stock is entitled to one vote at the Annual
Meeting on all matters properly presented at the Annual Meeting.
<PAGE>
The following table sets forth as of the Voting Record Date, the beneficial
owners of more than 5% of the outstanding shares of Common Stock known to the
Holding Company. Unless otherwise indicated, the named beneficial owner has sole
voting and dispositive power with respect to the shares.
<TABLE>
<CAPTION>
Name and Address Number of Shares of Common
of Beneficial Owner Stock Beneficially Owned Percent of Class
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Leonard J. Fischer 11,040 (1) 6.2%
4913 South Columbus Road
Shelbyville, Indiana 46176
Baupost Group, Inc. (2) 17,200 9.8%
44 Brattle Street
Cambridge, Massachusetts 02238-9125
William N. Salin 17,126 9.7%
10587 Coopergate Drive
Carmel, Indiana 46032
</TABLE>
(footnotes on following page)
(1) Includes 2,415 shares of Common Stock which are subject to stock options
granted under the Shelby County Bancorp Stock Option Plan (the "Option
Plan"). In addition to the 11,040 shares reported above, members of
Leonard Fischer's family beneficially own 10,332 shares of Common Stock
(or 5.9% of the Holding Company's outstanding shares). On June 30, 1995,
Leonard Fischer and his family members filed with the Office of Thrift
Supervision a Rebuttal of Rebuttable Determination of Control under 12
C.F.R. ss.574 in order to retain shares which collectively aggregate
11.6% of the Holding Company's outstanding shares. On August 31, 1995,
the OTS accepted the conclusion that no "control" requiring regulatory
application and approval existed as a result of the Fischer family
ownership of shares.
(2) This information is based on Schedules 13D or amendments thereto filed
with the Securities and Exchange Commission. It does not reflect any
changes that may have occurred since the date of the applicable filing or
amendment.
PROPOSAL I -- ELECTION OF DIRECTORS
The Board of Directors consists of five members. The By-Laws of the Holding
Company provide that the Board of Directors is to be divided into three classes
as nearly equal in number as possible. The members of each class are to be
elected for a term of three years and until their successors are elected and
qualified. One class of directors is to be elected annually. The nominees for
director this year are Leonard J. Fischer, who is currently a director of the
Holding Company, and Jack D. Disser, who has been nominated to fill the vacancy
created by Robert E. Thomas' decision not to stand for reelection following the
expiration of his current term. If elected by the shareholders, the terms of
Messrs. Fischer and Disser will expire in 2001.
Unless otherwise directed, each proxy executed and returned by a
shareholder will be voted for the election of the nominee listed below. If the
person named as nominee should be unable or unwilling to stand for election at
the time of the Annual Meeting, the proxy holders will nominate and vote for a
replacement nominee recommended by the Board of Directors, if such a replacement
is identified by the Board of Directors.
<PAGE>
The following table sets forth certain information regarding the nominee
for the position of director of the Holding Company and those persons who are
currently serving as directors of the Holding Company, including the number and
percent of shares of Common Stock beneficially owned by such persons as of the
Voting Record Date. The nominees for director are not related to any other
director or executive officer of the Holding Company by blood, marriage, or
adoption, and there are no arrangements or understandings between any nominee
and the other person pursuant to which any nominee was selected. The table also
sets forth the number of shares of Holding Company Common Stock beneficially
owned by executive officers and directors of the Holding Company as a group.
<TABLE>
<CAPTION>
Director
of the Common Stock
Director of Holding Beneficially Owned
Expiration of SCSB Company as of December 18, Percentage
Name Term as Director Since Since 1997 (1) of Class
- --------------------------------------------------------------------------------------------------------------------
Director Nominees:
- -----------------
<S> <C> <C> <C> <C> <C>
Leonard J. Fischer 2001 1975 1991 11,040(2) 6.2%
Jack D. Disser 2001 New Nominee New Nominee 1,000(3) .57%
Directors Continuing in Office:
David A. Carmony 1999 1986 1991 8,615(4) 4.8%
Rodney L. Meyerholtz 1999 1986 1991 6,865(5) 3.8%
James M. Robison 2000 1991 1991 5,415(6) 3.0%
Returning Director:
Robert E. Thomas (7) 1998 1995 1995 2,765(7) 1.6%
All directors, director nominees
and executive officers
as a group (8 persons) 41,314(8) 22.0%
</TABLE>
(footnotes on following page)
(1) Based upon information furnished by the respective persons. Under
applicable regulations, shares are deemed to be beneficially owned by a
person if he or she directly or indirectly has or shares the power to vote
or dispose of the shares, whether or not he or she has any economic
interest in the shares. Unless otherwise indicated, the named beneficial
owner has sole voting and dispositive power with respect to the shares
reported.
(2) Of these shares, 8,625 are owned solely by Mr. Fischer and 2,415 are
subject to stock options granted under the Option Plan. See footnote (1) to
table on page 2 for information about shares held by family members of Mr.
Fischer.
(3) These shares are held jointly by Mr. Disser and his spouse.
(4) Of these shares, 2,415 are subject to stock options granted under the
Option Plan.
(5) Of these shares, 4,375 are owned jointly by Mr. Meyerholtz and his wife, 75
are owned by his wife as custodian for their children under the Uniform
Transfers to Minors Act, and 2,415 are subject to stock options granted
under the Option Plan.
(6) Of these shares, 2,500 are owned jointly by Mr. Robison and his wife, 2,025
are owned jointly by Mr. Robison's wife and his children or grandchildren,
100 are owned directly by Mr. Robison's wife, 100 are owned directly by Mr.
Robison as guardian for William Jones, and 690 are subject to a stock
option granted under the Option Plan.
(7) Of these shares, 350 are held in revocable trusts by Mr. Thomas and his
spouse and 2,415 are subject to options granted under the Option Plan.
(8) Such shares include 12,075 shares subject to stock options granted under
the Option Plan.
<PAGE>
Presented below is certain information concerning the directors and the
director nominees of the Holding Company:
David A. Carmony (age 49) has been a director of the Holding Company since
1991 and of SCSB since 1986. Mr. Carmony has been President and 50% shareholder
of Carmony-Ewing Funeral Homes, Inc., which provides funeral services in the
Shelby County area, since 1988.
Jack D. Disser (age 60) is a new director nominee. He has been retired for
over the past five years. Prior to his retirement, he worked in the
manufacturing and steel service center industries.
Leonard J. Fischer (age 61) has been a director of the Holding Company
since 1991 and of SCSB since 1975. Mr. Fischer is a self-employed metal
fabricator. Prior to 1986, Mr. Fischer was manager of plants and equipment for
Shelby Steel, Inc.
Rodney L. Meyerholtz (age 43) has been President and a director of the
Holding Company since 1991 and of SCSB since 1986.
James M. Robison (age 70) became a director and Chairman of the Board of
Directors of the Holding Company in 1991 and of SCSB in 1991, and has served as
legal counsel to SCSB since prior to 1986. Mr. Robison is an attorney-at-law
(Sr. Assoc.), associated with the Shelbyville law firm of Robison, Yeager, Good
& Baldwin.
Robert E. Thomas (age 72) has served as a general agent for the Franklin
Life Insurance Company (Shelbyville, Indiana) since prior to 1991.
The directors shall be elected upon receipt of a plurality of the
affirmative votes cast at the Annual Shareholders Meeting. Plurality means that
individuals who receive the largest number of votes cast are elected up to the
maximum number of directors to be chosen at the meeting. Abstentions, broker
non-votes, and instructions on the accompanying proxy to withhold authority to
vote for one or more of the nominees will result in the respective nominee
receiving fewer votes. However, the number of votes otherwise received by the
nominee will not be reduced by such action.
The Board of Directors and its Committees
During the fiscal year ended September 30, 1997, the Board of Directors of
the Holding Company met fifteen (15) times. No incumbent director of the Holding
Company attended fewer than 75% of the aggregate total number of meetings of the
Board of Directors of the Holding Company held during the last fiscal year while
he served as director and the meetings of committees while he served. Among
other committees, the Board of Directors of the Holding Company has an Audit
Committee and Stock Option Committee. All committee members are appointed by the
Board of Directors.
The Audit Committee reviews the records and affairs of the Holding Company
to determine its financial condition, oversees the adequacy of the systems of
internal control, and monitors the Holding Company's adherence in accounting and
financial reporting to generally accepted accounting principles and regulatory
accounting principles, as appropriate. The Audit Committee, which currently
consists of Messrs. Carmony, Fischer and Thomas, met one time in the fiscal year
ended September 30, 1997.
The Stock Option Committee provided by the Option Plan administers the
Holding Company's Stock Option Plan. The Committee consists of Messrs. Carmony,
Fischer and Robison, and it met one time in fiscal 1997.
The Board of Directors nominated the slate of directors set forth in this
Proxy Statement. Although the Board of Directors of the Holding Company will
consider nominees recommended by shareholders, it has not actively solicited
recommendations for nominees from shareholders nor has it established procedures
for this purpose. Article III, Section 12 of the Holding Company's By-Laws
provides that shareholders entitled to vote for the election of directors may
name nominees for election to the Board of Directors but there are certain
procedural requirements that must be satisfied in order to do so. Among other
things, written notice of a proposed nomination must be received by the
Secretary of the Holding Company not less than 60 days prior to the Annual
Meeting; provided, however, that in the event that less than 70 days' notice or
public disclosure of the date of the meeting is given or made to shareholders
(which notice or public disclosure includes the date of the Annual Meeting
specified in the Holding Company's By-Laws if the Annual Meeting is held on such
date), notice must be received not later than the close of business on the 10th
day following the day on which such notice of the date of the meeting was mailed
or such public disclosure was made.
<PAGE>
Management Remuneration and Related Transactions
Remuneration of Named Executive Officer
No cash compensation is paid directly by the Holding Company to any of its
executive officers. Each of such officers is compensated by SCSB. The following
table sets forth information as to annual, long-term and other compensation for
services in all capacities to the Holding Company and its subsidiaries for the
last three fiscal years, of the individual who served as chief executive officer
of the Holding Company during the fiscal year ended September 30, 1997 (the
"Named Executive Officer"). There were no other executive officers of the
Holding Company serving as such during the fiscal year ended September 30, 1997,
who earned over $100,000 in salary and bonuses during that year.
<TABLE>
<CAPTION>
Summary Compensation Table
Long Term
Compensation
Annual Compensation Awards
Name Other All
and Annual Restricted Securities Other
Principal Fiscal Compen- Stock Underlying Compen-
Position Year Salary ($) Bonus ($) sation($)(1) Awards($) Options(#) sation($)
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Rodney L. Meyerholtz 1997 $77,400 $9,000 -- -- --- --
President 1996 $76,200 $4,500 -- -- 690 --
1995 $74,697 $6,000 -- -- -- --
- --------------
</TABLE>
(1) Mr. Meyerholtz received certain perquisites, but the incremental cost of
providing such perquisites did not exceed the lesser of $50,000 or 10% of
his salary and bonus.
Stock Options
The following table sets forth the number of shares subject to stock
options held by Mr. Meyerholtz as of September 30, 1997. Also reported are the
values for "in-the-money" options (options having an exercise price lower than
the market value of the shares at fiscal year end) which represent the spread
between the exercise price of such stock options and the fiscal year-end market
price of the stock. Mr. Meyerholtz did he exercise any stock options during the
fiscal year ended September 30, 1997.
Outstanding Stock Option Grants And Value Realized As Of 9/30/97
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money
Options at Fiscal Year End Options at Fiscal Year End(1)
-------------------------- -----------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
- ---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Rodney L. Meyerholtz 2,415 --- $29,325 ---
</TABLE>
(1) Amounts reflecting gains on outstanding options are based on the bid price
for the shares on September 30, 1997, which was $25.00.
Compensation of Directors
Directors of the Holding Company receive directors' fees of $250 per month.
Directors of SCSB are paid director fees of $850 per month and are included in
SCSB's group hospitalization coverage.
Employment Contracts
SCSB has entered into a three-year employment contract with Rodney L.
Meyerholtz, its President (the "Employee"). The contract extends annually for an
additional one-year term to maintain its three-year term if the Board of
Directors of SCSB determines to so extend it, unless notice not to extend is
properly given by either party to the contract. The Employee will receive an
initial salary under the contract equal to his current salary, subject to
increases provided by the Board of Directors. The contract also provides, among
other things, for participation in other fringe benefits and benefit plans
available to SCSB's employees. The Employee may terminate his employment upon 60
days' written notice to SCSB. SCSB may discharge the Employee for "cause" (as
<PAGE>
defined in the contract) at any time or upon certain events specified by OTS
regulations. If SCSB terminates the Employee's employment for other than cause
or if Mr. Meyerholtz terminates his own employment for "cause" (as defined in
the contract), the Employee will receive his base compensation under the
contract (a) for an additional three years if the termination follows a change
of control in the Holding Company (as defined below) or (b) for the remaining
term of the contract if the termination does not follow a change of control. In
addition, during such period, the Employee will continue to participate in
SCSB's group insurance plans or receive comparable benefits. Moreover, within a
period of three months after such termination following a change of control, the
Employee will have the right to cause SCSB to purchase any stock options he
holds for a price equal to the fair market value (as defined in the contract) of
the shares subject to such options minus their option price. If the payments
provided for in the employment contract together with any other payments made to
the Employee by SCSB are deemed to be payments in violation of the "golden
parachute" rules of the Internal Revenue Code of 1986, as amended (the "Code"),
such payments will be reduced to the largest amount that would not cause SCSB to
lose a tax deduction for payments under those rules. The cash compensation that
would be paid under the contracts to the Employee if the contract were
terminated as of the date hereof after a change in control of the Holding
Company for other than cause by SCSB or for cause by the Employee, would be
$200,928. For purposes of the employment contract, a change of control of the
Holding Company is generally an acquisition of "control" as defined in
regulations issued under the Change in Bank Control Act and the Savings and Loan
Holding Company Act not approved in advance by the Holding Company's Board of
Directors. Similar employment contracts have been entered into with two other
executive officers of the Holding Company.
Transactions With Certain Related Persons
SCSB makes available to its directors, officers and employees real estate
mortgage loans secured by their personal residence, personal loans and credit
card loans. These loans are made in the ordinary course of business with the
same collateral and underwriting criteria as those of comparable transactions
prevailing at the time and do not involve more than the normal risk of
collectibility or present other unfavorable features.
James M. Robison, Chairman of the Board of Directors of both the Holding
Company and SCSB, serves as counsel to SCSB in connection with loan closings and
provides routine legal work such as title searches and foreclosures. In
connection with his services in such capacity, Mr. Robison is paid an annual
retainer of $10,200. In addition, Mr. Robison received $8,630 in fees for his
legal work for SCSB for the fiscal year ended September 30, 1997. SCSB expects
to continue using Mr. Robison's services for loan closings, title searches,
foreclosures, and other routine legal work.
PROPOSAL II -- RATIFICATION OF AUDITORS
The Board of Directors proposes for the ratification of the shareholders at
the Annual Meeting the appointment of KPMG Peat Marwick LLP, certified public
accountants, as independent auditors for the fiscal year ending September 30,
1998. KPMG Peat Marwick LLP has served as auditors for SCSB since 1989. In the
event the appointment of KPMG Peat Marwick LLP is not approved by the
shareholders, the Board of Directors will consider appointment of other
independent auditors for the fiscal year ending September 30, 1998. A
representative of KPMG Peat Marwick LLP is expected to be present at the Annual
Meeting with the opportunity to make a statement if he so desires. He will be
available to respond to any appropriate questions shareholders may have.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 ("1934 Act") requires
that the Holding Company's officers and directors and persons who own more than
10% of the Holding Company's Common Stock file reports of ownership and changes
in ownership with the Securities and Exchange Commission (the "SEC"). Officers,
directors and greater than 10% shareholders are required by SEC regulation to
furnish the Holding Company with copies of all Section 16(a) forms that they
file.
<PAGE>
Based solely on its review of the copies of such forms received by it,
and/or written representations from certain reporting persons that no Forms 5
were required for those persons, the Holding Company believes that during the
fiscal year ended September 30, 1997, all filing requirements applicable to its
officers, directors and greater than 10% beneficial owners with respect to
Section 16(a) of the 1934 Act were satisfied in a timely manner.
SHAREHOLDER PROPOSALS
Any proposal that a shareholder wishes to have included in the Holding
Company's proxy solicitation materials to be used in connection with the next
Annual Meeting of the Holding Company must be received at the main office of the
Holding Company no later than 120 days in advance of December 29, 1998. Any such
proposal should be sent to the attention of the Secretary of the Holding Company
at 29 East Washington Street, Shelbyville, Indiana 46176.
OTHER MATTERS
Management is not aware of any business to come before the Annual Meeting
other than those matters described in this Proxy Statement. However, if any
other matters should properly come before the Annual Meeting, it is intended
that the proxies solicited hereby will be voted with respect to those other
matters in accordance with the judgment of the persons voting the proxies.
The cost of solicitation of proxies will be borne by the Holding Company.
The Holding Company will reimburse brokerage firms and other custodians,
nominees and fiduciaries for reasonable expenses incurred by them in sending
proxy material to the beneficial owners of the Common Stock. In addition to
solicitation by mail, directors, officers, and employees of the Holding Company
may solicit proxies personally or by telephone without additional compensation.
Each shareholder is urged to complete, date, and sign the proxy and return
it promptly in the enclosed return envelope.
By Order of the Board of Directors
/s/ Rodney L. Meyerholtz
Rodney L. Meyerholtz, President
December 29, 1997
<PAGE>
[PROXY CARD, FRONT]
|X| PLEASE MARK VOTES REVOCABLE PROXY
AS IN THIS EXAMPLE SHELBY COUNTY BANCORP
ANNUAL MEETING OF SHAREHOLDERS
JANUARY 22, 1998
The undersigned hereby appoints Rodney L. Meyerholtz and David A.
Carmony, with full powers of substitution, to act as attorneys and proxies for
the undersigned to vote all shares of capital stock of Shelby County Bancorp
which the undersigned is entitled to vote at the Annual Meeting of Shareholders
to be held at the offices of Shelby County Bancorp, Shelbyville, Indiana, on
Thursday, January 22, 1998, at 3:00 P.M., and at any and all adjournments
thereof, as follows:
- ------------------------------------------------------------------------
Please be sure to sign and Date
date this Proxy in the box
below.
- -------------------------------- ---------------------------
Shareholder sign above Co-holder (if any) sign
above
- ------------------------------------------------------------------------
For With- For All
hold Except
1. The election as directors of Leonard |_| |_| |_|
J. Fischer and Jack D. Disser,
each for a three year term.
INSTRUCTION: To withhold authority to vote for any individual nominee, mark "For
All Except" and write that nominee's name in the space provided below.
- --------------------------------------------------------------------------------
For Against Abstain
2. Ratification of the appointment of |_| |_| |_|
KPMG Peat Marwick LLP as audi-
tors for the fiscal year ending
September 30, 1998.
The Board of Directors recommends a vote "FOR" each of the listed
propositions.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
This proxy may be revoked at any time prior to the voting thereof.
The undersigned acknowledges receipt from Shelby County Bancorp, prior to
the execution of this proxy, of a Notice of the Meeting, a Proxy Statement and
an Annual Report to Shareholders.
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 BY THOSE
NAMED IN THIS PROXY IN THEIR BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD OF
DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE MEETING.
<PAGE>
[PROXY CARD, BACK]
Detach above card, sign, date and mail in postage paid envelope provided.
SHELBY COUNTY BANCORP
- --------------------------------------------------------------------------------
Please sign as your name appears hereon. When signing as attorney, executor,
administrator, trustee or guardian, please give your full title. If shares are
held jointly, each holder should sign.
PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY
- --------------------------------------------------------------------------------
