<PAGE>
<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Subsection 240.14a-11(c)
or Subsection 240.14a-12
MID-IOWA FINANCIAL CORP.
- ----------------------------------------------------------------
(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:
________________________________________________________________
4. Proposed maximum aggregate value of transaction:
________________________________________________________________
[ ] 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>
MID-IOWA FINANCIAL CORP.
123 West Second Street North
Newton, Iowa 50208
(515) 792-6236
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be Held on January 19, 1998
Notice is hereby given that the Annual Meeting of
Stockholders (the "Meeting") of Mid-Iowa Financial Corp. ("Mid-
Iowa" or the "Company") will be held at the office of Mid-Iowa
Savings Bank, located at 123 West 2nd Street North, Newton, Iowa
on January 19, 1998 at 5:00 p.m., local time.
A Proxy Card and a Proxy Statement for the Meeting are
enclosed.
The Meeting is for the purpose of considering and acting
upon the election of three directors of the Company and such
other matters as may properly come before the Meeting, or any
adjournments thereof. The Board of Directors is not aware of
any other business to come before the Meeting.
Any action may be taken on the foregoing proposal at the
Meeting on the date specified above, or on any date or dates to
which the Meeting may be adjourned. Stockholders of record at
the close of business on November 24, 1997 are the stockholders
entitled to vote at the Meeting, and any adjournments thereof.
A complete list of stockholders entitled to vote at the Meeting
will be available for inspection by stockholders at the offices
of the Company during the ten days prior to the Meeting as well
as at the Meeting.
You are requested to complete, sign and date the enclosed
Proxy Card which is solicited on behalf of the Board of
Directors, and to mail it promptly in the enclosed envelope.
The Proxy Card will not be used if you attend and vote at the
Meeting in person.
By Order of the Board of Directors
/s/ Kevin D. Ulmer
Kevin D. Ulmer
President and Chief
Executive Officer
Newton, Iowa
December 18, 1997
________________________________________________________________
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY
THE EXPENSE OF FURTHER REQUESTS FOR PROXIES TO ENSURE A QUORUM
AT THE MEETING. A PRE-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR
CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED WITHIN THE UNITED
STATES.
________________________________________________________________
<PAGE>
<PAGE>
PROXY STATEMENT
MID-IOWA FINANCIAL CORP.
123 West Second Street North
Newton, Iowa 50208
(515) 792-6236
ANNUAL MEETING OF STOCKHOLDERS
January 19, 1998
This Proxy Statement is furnished in connection with the
solicitation on behalf of the Board of Directors of Mid-Iowa
Financial Corp., ("Mid-Iowa" or the "Company"), the holding
company for Mid-Iowa Savings Bank, FSB (the "Bank"), of proxies
to be used at the Annual Meeting of Stockholders of the Company
(the "Meeting") which will be held at Mid-Iowa Savings Bank
located at 123 West 2nd Street, North, Newton, Iowa on January
19, 1998 at 5:00 p.m., local time, and all adjournments or
postponements of the Meeting. The accompanying Notice of
Meeting, proxy card and this Proxy Statement are first being
mailed to stockholders on or about December 18, 1997. Certain
information provided herein relates to the Bank, a wholly owned
subsidiary and predecessor of the Company.
At the Meeting, stockholders of the Company are being
asked to consider and vote upon the election of three directors
of the Company.
VOTING RIGHTS AND PROXY INFORMATION
All shares of Company common stock, par value $.01 per
share (the "Common Stock"), represented at the Meeting by
properly executed proxies received prior to or at the Meeting,
and not revoked, will be voted at the Meeting in accordance with
the instructions thereon. If no instructions are indicated,
properly executed proxies will be voted for the Board of
Directors' nominees. The Company does not know of any matters,
other than as described in the Notice of Meeting, that are to
come before the Meeting. If any other matters are properly
presented at the Meeting for action, the persons named in the
enclosed form of proxy will have the discretion to vote on such
matters in accordance with their best judgment.
Directors shall be elected by a plurality of the votes
present in person or represented by proxy at the Meeting and
entitled to vote on the election of directors. In all matters
other than the election of directors, the affirmative vote of
the majority of shares present in person or represented by proxy
at the Meeting and entitled to vote on the matter shall be the
act of the stockholders. Proxies marked as abstaining with
respect to a proposal have the same effect as votes against the
proposal. Broker non-votes have no effect on the vote. One-
third of the shares of the Company's Common Stock present, in
person or represented by proxy, shall constitute a quorum for
purposes of the Meeting. Abstentions and broker non-votes are
counted for purposes of determining a quorum.
A proxy given pursuant to this solicitation may be revoked
at any time before it is voted. Proxies may be revoked by: (i)
filing with the Secretary of the Company at or before the
Meeting a written notice of revocation bearing a later date than
the proxy; (ii) duly executing a subsequent proxy relating to
the same shares and delivering it to the Secretary of the
Company at or before the Meeting; or (iii) attending the Meeting
and voting in person (although attendance at the Meeting will
not in and of itself constitute revocation of a proxy). Any
written notice revoking a proxy should be delivered to Gary R.
Hill, Secretary, Mid-Iowa Financial Corp., 123 West Second
Street North, Newton, Iowa 50208.
<PAGE>
<PAGE>
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Stockholders of record as of the close of business on
November 24, 1997 will be entitled to one vote for each share
then held. As of that date, the Company had 1,678,088 shares of
Common Stock issued and outstanding. The following table sets
forth information regarding share ownership of (i) those persons
or entities known by management to beneficially own more than
five percent of the Company's Common Stock and (ii) all
directors and executive officers as a group.
<TABLE>
<CAPTION>
Shares Beneficially Percent of
Beneficial Owner Owned Class
- ---------------- ------------------- ----------
<S> <C> <C>
Kevin D. Ulmer
123 West Second Street North
Newton, Iowa 50208(1) 169,136 9.7%
Gary R. Hill
123 West Second Street North
Newton, Iowa 50208(2) 122,758 7.2
I.S.B. Bancorporation, Inc.
L.B.T. Bancorporation
First Liberty Bancorp
Winnebago County Bancorporation
4201 Westown Parkway, Suite 320
West Des Moines, Iowa 50266(3) 121,000 7.2
Directors and executive officers
of Mid-Iowa and the Bank
as a group (7 persons)(4) 450,972 24.4
<FN>
______________
(1) Includes 76,476 shares held directly, 4,844 shares held by
Mr. Ulmer's spouse and 3,616 shares held by Mr. Ulmer's minor
children, with respect to which shares Mr. Ulmer may be
deemed to have sole or shared voting and investment power.
The amount includes 65,000 shares underlying immediately
exercisable options granted under the Company's 1997 Stock
Option Plan (the "1997 Option Plan"). The amount reported
also includes 9,600 shares of Common Stock held by the Bank's
Profit Sharing Plan and 9,600 shares of Common Stock held by
the Bank's Retirement Plan. Mr. Ulmer is one of three
trustees for both plans.
(2) Includes 53,711 shares held directly, 19,447 shares held by
Mr. Hill's spouse and 2,400 shares held by Mr. Hill's
children, with respect to which Mr. Hill may be deemed to
have sole or shared voting and investment power. This amount
includes 28,000 shares underlying immediately exercisable
options granted under the 1997 Option Plan. The amount
reported also includes 9,600 shares of Common Stock held by
the Bank's Profit Sharing Plan and 9,600 shares of Common
Stock held by the Bank's Retirement Plan. Mr. Hill is one of
three trustees for both plans.
(3) Beneficial owners represent four one-bank holding companies
which beneficially own 83,000, 2,000, 30,000 and 6,000
shares, respectively. The companies report joint ownership
of these shares due to their existing management and
ownership structures.
(4) Includes shares held directly, as well as jointly with family
members or held by trust, with respect to which shares the
listed individuals or group members may be deemed to have
sole or shared voting and investment powers. This amount
includes 9,600 shares held by the Bank's Profit Sharing Plan
and 9,600 shares held by the Bank's Retirement Plan over
which each of three directors are deemed to have shared
voting and investment power as a result of their positions as
trustees of both plans. The amount reported above also
includes options to purchase 170,272 shares of Common Stock
granted to directors and executive officers under the 1992
Option Plan and 1997 Option Plan which options are currently
exercisable. The amount reflected above excludes shares held
by family members that do not live in the same household as
such officers and directors, with respect to which beneficial
ownership is expressly disclaimed.
</FN>
</TABLE>
2<PAGE>
<PAGE>
I. ELECTION OF DIRECTORS
GENERAL
The Company's Board of Directors is currently composed of
seven members, each of whom is also a director of the Bank.
Directors are generally elected to serve for three-year terms or
until their respective successors are elected and qualified.
The directors are divided into three classes, and approximately
one-third of the directors are elected annually. Director Ralph
McAdoo will retire from the Board of Directors following the
Annual Meeting. The Company plans to reduce the number of
Directors to six following Mr. McAdoo's retirement.
The table below sets forth certain information regarding
the composition of the Company's Board of Directors, including
each director's term of office. The Board of Directors acting
as the nominating committee has recommended and approved Kevin
D. Ulmer, as a nominee for director of the Bank and Company for
a term of two years to expire in January 2000, and John E. Carl
and David E. Sandeen as nominees for director of the Bank and
Company for terms of three years to expire in January 2001. The
terms are not identical so that a balance will be maintained to
elect approximately one-third of the Directors each year. It is
intended that the proxies solicited on behalf of the Board of
Directors (other than proxies in which the vote is withheld as
to a nominee) will be voted at the Meeting FOR the election of
the nominees. If a nominee is unable to serve, the shares
represented by all valid proxies will be voted for the election
of such substitute nominee as the Board of Directors may
recommend. At this time, the Board of Directors knows of no
reason why any nominee might be unable to serve if elected.
Except as disclosed herein, there are no arrangements or
understandings between any director or nominee and any other
person pursuant to which the nominee was selected.
<TABLE>
<CAPTION>
SHARES OF
COMMON STOCK
BENEFICIALLY
DIRECTOR TERM TO OWNED AT PERCENT OF
NAME AGE(1) POSITION(S) HELD IN THE COMPANY SINCE(2) EXPIRE NOVEMBER 24, 1997(3) CLASS(3)
- ---- ------ ------------------------------- -------- ------ -------------------- ----------
<S> <C> <C> <C> <C> <C> <C>
NOMINEE FOR A TWO-YEAR TERM
---------------------------
Kevin D. Ulmer 46 Director, President and Chief 1990 1998(4) 169,136 (5) 9.70
Executive Officer of the Company
and the Bank
NOMINEES FOR THREE-YEAR TERMS
-----------------------------
John E. Carl 56 Director of the Company and the Bank 1984 1998(4) 29,250 1.73
David E. Sandeen 53 Director of the Company and the Bank 1985 1998(4) 57,848 3.42
DIRECTORS CURRENTLY IN OFFICE
-----------------------------
Gary R. Hill 50 Director, Executive Vice President, 1986 1999 122,758 (5) 7.20
Secretary and Treasurer of the
Company and the Bank
John Switzer 72 Director of the Company and the Bank 1972 1999 43,692 2.59
Carney D. Loucks 47 Director of the Company and the Bank 1997 2000 8,000 0.47
Ralph W. McAdoo(6) 73 Director of the Company and the Bank 1975 2000(6) 58,688 (5) 3.48
<FN>
___________
(1) As of September 30, 1997.
(2) Includes service as a director of the Bank.
(3) Amount includes shares held directly and jointly with certain family members or held by trusts of which
the named individual is a trustee, with respect to which shares the listed individuals or group members
may be deemed to have sole or shared voting and investment power. This amount also includes options to
purchase 65,000, 12,896, 28,000, 8,000 and 20,792 shares of Common Stock held by Messrs. Ulmer, Carl,
Hill, Loucks and Sandeen respectively, and an option to purchase 17,792 shares of Common Stock held by
each remaining director who is not a full-time employee, which options are currently exercisable. The
amount reported above excludes shares held by family members that do not live in the same household as
such officers and directors, with respect to which beneficial ownership is expressly disclaimed.
(4) Assuming the individual is elected at the Meeting.
(5) This amount includes 9,600 shares held by the Bank's Profit Sharing Plan and 9,600 shares held by the
Bank's Retirement Plan for which Directors McAdoo, Ulmer and Hill are trustees.
(6) Due to the Company's retirement policy for directors, Mr. McAdoo will retire following the Annual Meeting.
</FN>
</TABLE>
3<PAGE>
<PAGE>
The principal occupation of each director of the Company
is set forth below. All directors have held their present
position for at least five years unless otherwise indicated.
Kevin D. Ulmer is President and Chief Executive Officer of
the Bank and the Company, positions he has held with the Bank
since January of 1990 and with the Company since its formation.
He joined the Bank in September of 1989 as Executive Vice
President. Prior to joining the Bank, Mr. Ulmer served as
President of First Federal Savings and Loan Association of York,
Nebraska from 1986 to 1989.
John E. Carl has served as a Director of the Bank since
1984, and of the Company since its formation. He is the majority
owner of Central Iowa Broadcasting, a company operating a radio
station located in Newton.
David E. Sandeen has been a Director of the Bank since
1985, and of the Company since its formation. He is the
President of Midwest Manufacturing Co., a manufacturer of auto
parts, headquartered in Kellogg, Iowa, and President of CREST
Engineering Co., a specialty machining shop, located in
Brookland Park, Minnesota.
Gary R. Hill has been a Director of the Bank since 1986,
and of the Company since its formation. He presently serves the
Bank and the Company as Executive Vice President, Secretary and
Treasurer. Mr. Hill has been with the Bank since 1981.
John Switzer has been a Director of the Bank since 1972
and of the Company since its formation. Prior to his retirement
in 1993, he was a furniture retailer in Newton, Iowa and an
advertising executive with the Vernon Company, also located in
Newton.
Carney D. Loucks has been a self-employed orthodontist in
Newton and Grinnell, Iowa for the past 14 years. He has been a
Director since 1996.
Ralph W. McAdoo has been a Director of the Bank since 1977
and of the Company since its formation. Mr. McAdoo retired as
President and Secretary of the Bank in January 1990, and served
the Bank in various capacities since 1967. Due to the Company's
retirement policy, Mr. McAdoo plans to retire from the Board
following the Annual Meeting.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
Meetings and Committees of the Company. Meetings of the
Company's Board of Directors are generally held on a monthly
basis. The Board of Directors met 12 times during the fiscal
year ended September 30, 1997. During the 1997 fiscal year, no
incumbent directors of the Company attended fewer than 75% of
the total number of Board meetings and committee meeting held by
the committees of the Board of Directors on which they served.
The Company's directors are not paid a fee for serving on the
Company's Board.
The Company has standing Executive, Audit and Stock Option
Committees.
The Executive Committee is composed of Directors Ulmer,
Carl and Sandeen. The Executive Committee meets, as necessary,
to consider matters of general importance to Mid-Iowa. All
decisions of the Executive Committee are ratified by the Board
of Directors. The Executive Committee did not meet during
fiscal 1997.
The Audit Committee is composed of all non-employee
directors. The Audit Committee reviews audit reports and
related matters to ensure effective compliance with regulatory
and internal policies and procedures. This committee met once
during fiscal 1997.
4<PAGE>
<PAGE>
The Stock Option Committee is composed of Directors Carl,
McAdoo and Switzer. The Stock Option Committee is responsible
for administering the Company's employee plans. The Stock
Option Committee met once during fiscal 1997.
The entire Board of Directors acts as a nominating
committee for selecting nominees for election as directors.
Nominations of persons for election to the Board of Directors
may be made only by or at the direction of the Board of
Directors or by any stockholder entitled to vote for the
election of directors who complies with the notice procedures
set forth in the Bylaws of the Company. Pursuant to the
Company's Bylaws, nominations by stockholders must be delivered
in writing to the Secretary of the Company at least 30 days
prior to the date of the annual meeting.
Meetings and Committees of the Bank. Meetings of the
Bank's Board of Directors are generally held on a monthly basis.
The Board of Directors met 12 times during the fiscal year ended
September 30, 1997. During fiscal 1997, no incumbent director
of the Bank attended fewer than 75% of the aggregate of the
total number of Board meetings and the total number of meetings
held by the committees of the Board of Directors on which he
served. Board fees are $650 per member per month for Directors
whom are non-employees.
The Board of Directors has various committees. The
principal committees include Executive, Pension Administration,
Audit and Compensation Committees. Directors do not receive
compensation for service on or attendance at committee meetings.
The Executive Committee of the Board of Directors
generally acts in lieu of the full Board of Directors between
board meetings. The current members of this committee are
Directors Carl, Ulmer and Sandeen. The committee did not meet
during fiscal 1997.
The Pension Administration Committee consists of Directors
McAdoo, Ulmer and Hill and meets as needed to establish and
implement the investment policies of the employee benefit plans
maintained by the Bank. The committee did not meet during
fiscal 1997.
The Compensation Committee establishes compensation levels
for the Bank's staff. The current members of this committee are
Directors McAdoo, Carl and Switzer. The committee met once
during fiscal 1997.
EXECUTIVE COMPENSATION
The Company has not paid any compensation to its executive
officers since its formation. The Company does not presently
anticipate paying any compensation to such persons.
Summary Compensation Table. The following table sets
forth information regarding compensation paid by the Company and
the Bank to their Chief Executive Officer. No other executive
officer was paid in excess of $100,000 during this period.
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
------------------------------- ------------------- --------
NAME AND OTHER RESTRICTED SECURITIES
PRINCIPAL FISCAL ANNUAL STOCK UNDERLYING LTIP ALL OTHER
POSITION YEAR SALARY BONUS COMPENSATION AWARDS OPTIONS(#) PAYOUTS COMPENSATION(1)
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Kevin D. Ulmer 1997 $85,808 $ 36,842 $ -- $ -- 65,000 $ -- $ 14,921
President and Chief 1996 82,980 22,426 -- -- -- -- 12,739
Executive Officer 1995 80,048 32,943 -- -- -- -- 13,715
<FN>
_____________
(1) Includes the Bank's contribution of $3,671, $3,095 and $3,328 under the Bank's Profit Sharing Plan
and $10,856, $9,284 and $9,985 under the Bank's Retirement Plan for Mr. Ulmer for fiscal 1997, 1996
and 1995, respectively. Also includes $453 in term life insurance premiums paid by the Company during
fiscal 1997 on behalf of Mr. Ulmer.
</FN>
</TABLE>
5<PAGE>
<PAGE>
1997 Stock Option Plan. In February 1997, the Board of
Directors of the Company adopted the 1997 Option Plan. The
purpose of this plan is to provide the Company's directors and
select key employees with additional motivation and incentive to
promote the Company's business by encouraging their ownership of
the Common Stock. An aggregate of 167,099 shares of Common
Stock have been reserved for issuance under this plan and
options to purchase 127,448 shares were granted to officers and
directors under this plan in February 1997. All such options
have an exercise price of $7.75 per share, representing the
market value of the Common Stock on the date of grant, and all
are immediately exercisable. The plan will be in effect for ten
years from its effective date unless earlier terminated by the
Board.
Option Grants in Fiscal Year 1997. The following table
contains information concerning the grant of stock options
during the year ended September 30, 1997 to the Chief Executive
Officer under both the 1997 Option Plan and the 1992 Option
Plan.
<TABLE>
<CAPTION>
PERCENT OF
NUMBER OF TOTAL OPTIONS
SECURITIES GRANTED TO
UNDERLYING EMPLOYEES EXERCISE EXPIRATION
NAME OPTIONS GRANTED IN FISCAL YEAR PRICE DATE
- ---- --------------- -------------- -------- ----------
<S> <C> <C> <C> <C>
Kevin D. Ulmer 65,000 31.1% $7.75 2/7/2007
</TABLE>
Aggregated Option Exercises in Last Fiscal Year and Year-
End Option Values. The following table provides the value of
the options held by the Company's Chief Executive Officer on
September 30, 1997. Mr. Ulmer did not exercise any options
during fiscal year 1997.
<TABLE>
<CAPTION>
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT FISCAL IN-THE-MONEY OPTIONS
YEAR-END AT FISCAL YEAR-END
(ALL IMMEDIATELY (ALL IMMEDIATELY
NAME EXERCISABLE) EXERCISABLE) (1)
- ---- --------------------- ---------------------
<S> <C> <C>
Kevin D. Ulmer 65,000 130,000
<FN>
_______________
(1) Represents the aggregate market value of the option
(market price of the Common Stock less the exercise
price).
</FN>
</TABLE>
EMPLOYMENT AGREEMENT
In October 1992, the Bank entered into an employment
agreement with Kevin D. Ulmer for a three year term. The
employment agreement provides for an annual base salary as
determined by the Board of Directors, but not less than Mr.
Ulmer's salary immediately preceding the conversion of the Bank
from mutual to stock form. Salary increases are reviewed not
less often than annually thereafter, and are subject to the sole
discretion of the Board of Directors. The employment contract
provides for an automatic extension for one additional year upon
authorization by the Board of Directors at the end of each year.
The contract provides for termination upon the employee's death,
for cause or in certain events specified by Office of Thrift
Supervision regulations. The employment contract is terminable
by the employee upon 90 days' notice to the Bank. The
employment contract provides for payment to the employee in the
event there is a change in control of the Company or the Bank,
as defined in such agreement, where employment terminates
involuntarily in connection with such change in control or
within 12 months thereafter, of the employee's salary through
the end of the contract and an additional amount representing
the employee's salary for the immediately preceding year,
provided that payments under the agreement may not exceed an
aggregate of 2.99 times the employee's average taxable income
for the five years preceding the change in control. Such
termination payment is also provided
6
<PAGE>
<PAGE>
on a similar basis in the event of a voluntary termination of
employment in connection with a change in control that was at
any time opposed by the Bank's or the Company's Board of
Directors. Assuming a change in control were to take place as
of the date hereof, the aggregate amount payable to Mr. Ulmer
pursuant to this change in control provision would be
approximately $339,000. The contract provides, among other
things, for participation in an equitable manner in employee
benefits applicable to executive personnel.
CERTAIN TRANSACTIONS
The Bank's current loan policy provides that no loans will
be made to officers and directors. Under prior loan policies, a
loan was made to Gary R. Hill in the ordinary course of business
and on the same terms, including collateral, but excluding
interest rate, and conditions as those of comparable
transactions prevailing at the time, and which does not involve
more than normal risk of collectibility or present other
unfavorable features. Mr. Hill received an adjustable rate
residential loan which adjusts approximately 2% below market
rates. The highest amount of such indebtedness outstanding
during the last fiscal year was $62,631 and the balance and
interest rate at September 30, 1997 were $59,502 and 5.0%,
respectively.
INDEPENDENT AUDITORS
The Board of Directors has renewed the Company's arrange-
ment for KPMG Peat Marwick LLP to be its auditors for the
1998 fiscal year. A representative of KPMG Peat Marwick LLP is
expected to attend the Annual Meeting to respond to appropriate
questions and will have an opportunity to make a statement if he
or she so desires.
BENEFICIAL OWNERSHIP REPORTS
Section 16(a) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") requires the Company's directors
and executive officers, and persons who own more than 10% of a
registered class of the Company's equity securities, to file
with the Securities and Exchange Commission ("SEC") initial
reports of ownership and reports of changes in ownership of
Common Stock and other equity securities of the Company.
Officers, directors and greater than 10% stockholders are
required by SEC regulation to furnish the Company with copies of
all Section 16(a) forms they file. To the Company's knowledge,
based solely on a review of the copies of such reports furnished
to the Company and written representations that no other reports
were required during the fiscal year ended September 30, 1997,
all Section 16(a) filing requirements applicable to its
officers, directors and greater than 10 percent beneficial
owners were complied with.
STOCKHOLDER PROPOSALS
In order to be eligible for inclusion in the Company's
proxy materials for the next Annual Meeting of Stockholders, any
stockholder proposal to take action at such meeting must be
received at the Company's main office, 123 West Second Street
North, Newton, Iowa no later than August 15, 1998. Any such
proposal shall be subject to the requirements of the proxy rules
adopted under the Securities Exchange Act of 1934, as amended.
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 matter should
properly come before the Meeting, it is intended that holders of
the proxies will act in accordance with their best judgment.
7<PAGE>
<PAGE>
The cost of solicitation of proxies will be borne by the
Company. The Company will reimburse brokerage firms and other
custodians, nominees and fiduciaries for reasonable expenses
incurred by them in sending proxy materials to the beneficial
owners of Common Stock. In addition to solicitation by mail,
directors, officers and regular employees of the Company and/or
the Bank may solicit proxies personally or by telegraph or
telephone without additional compensation.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Kevin D. Ulmer
Kevin D. Ulmer
President and Chief Executive Officer
Newton, Iowa
December 18, 1997<PAGE>
<PAGE>
REVOCABLE PROXY
MID-IOWA FINANCIAL CORP.
NEWTON, IOWA
ANNUAL MEETING OF STOCKHOLDERS
JANUARY 19, 1998
The undersigned hereby appoints the Board of Directors of
Mid-Iowa Financial Corp. (the "Company"), with full powers of
substitution, to act as attorneys and proxies for the
undersigned, to vote all shares of the common stock of the
Company which the undersigned is entitled to vote at the Annual
Meeting of Stockholders, to be held on Monday, January 19,
1998, at 5:00 p.m., local time, at the office of the Company
located at 123 West 2nd Street, North, Newton, Iowa (the "Annual
Meeting"), and at any and all adjournments thereof, as follows:
VOTE
FOR WITHHELD
--- --------
1. The election as directors of both
nominees listed below (except as
marked to the contrary below). [ ] [ ]
Nominee for a Two-Year Term
---------------------------
Kevin D. Ulmer
Nominees for Three-Year Terms
-----------------------------
John E. Carl
David E. Sandeen
INSTRUCTION: TO WITHHOLD YOUR VOTE FOR ANY INDIVIDUAL
NOMINEE, INSERT THAT NOMINEE'S NAME ON THE LINE PROVIDED
BELOW.
________________________________
The Board of Directors recommends a vote "FOR" the
nominees listed above.
________________________________________________________________
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE
SPECIFIED, THIS PROXY WILL BE VOTED FOR THE PROPOSITION STATED.
IF ANY OTHER BUSINESS IS PRESENTED AT THE ANNUAL MEETING,
INCLUDING MATTERS RELATING TO THE CONDUCT OF THE MEETING, THIS
PROXY WILL BE VOTED BY THOSE NAMED IN THIS PROXY 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.
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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, then the power of said
attorneys and prior proxies shall be deemed terminated and of no
further force and effect. The undersigned may also revoke
his/her proxy by filing a subsequent proxy or notifying the
Secretary in writing of his/her decision to revoke his/her
proxy.
The undersigned acknowledges receipt from the Company
prior to the execution of this proxy of a Notice of Annual
Meeting and a Proxy Statement dated December 18, 1997.
Dated: December 18, 1997
__________________________ __________________________
PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER
__________________________ __________________________
SIGNATURE OF STOCKHOLDER SIGNATURE OF STOCKHOLDER
Please sign exactly as your name appears on this card.
When signing as attorney, executor, administrator, trustee or
guardian, please give your full title. Corporation proxies
should be signed in corporate name by an authorized officer. If
shares are held jointly, each holder should sign.
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY
IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
