UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Fidelity Federal Bancorp
- -------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- -------------------------------------------------------------------------------
(Title of Class of Securities)
315921106
- -------------------------------------------------------------------------------
(CUSIP Number)
Barry A. Schnakenburg,
8701 Petersburg Road, Evansville, IN 47711 (812) 425-2428
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
Various
- -------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box [ ].
Check the following box if a fee is being paid with the statement [X]. (A
fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five
percent of the class of securities described in Item 1; and (2) has
filed no amendment subsequent thereto reporting beneficial ownership of
five percent or less of such class.) (See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
<PAGE>
SCHEDULE 13D
CUSIP NO. 315921106 PAGE 2 OF 6 PAGES
---------
- ------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Barry A. Schnakenburg
Social Security Number - ###-##-####
- ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
- ------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
BK, PF and AF
- ------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
- ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- ------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
128,180
SHARES -----------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 139,435
-----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
128,180
PERSON -----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
139,435
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
267,615
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.33%
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
<PAGE>
Page 3 of 6 Pages
INFORMATION ATTACHMENT TO SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER.
- -----------------------------
Unchanged from initial Schedule 13D.
ITEM 2. IDENTITY AND BACKGROUND.
- ---------------------------------
Unchanged from initial Schedule 13D.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
- -----------------------------------------------------------
Mr. Schnakenburg used bank loans, personal funds and funds owned by his
affiliated companies to make the purchases described in this Amendment No. 1
to Schedule 13D. The bank loans were provided by Citizens National Bank of
Evansville, 20 NW 3rd Street, P.O. Box 778, Evansville, Indiana 47705.
ITEM 4. PURPOSE OF TRANSACTION.
- --------------------------------
The shares identified in this Amendment No. 1 to Schedule 13D were
purchased for investment purposes.
Mr. Schnakenburg currently serves on the board of directors of the
Issuer. Other than actions which may be taken in his capacity as a director
of the Issuer, Mr. Schnakenburg does not have nor is he aware of any plans or
proposals which relate or would result in (a) the acquisition by any person of
additional securities of the Issuer, or the disposition of securities of the
Issuer; (b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries; (c) sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries; (d) any change in the present board of
directors or management of the Issuer, including any plans or proposals to
change the number of term of directors or to fill any existing vacancies on
the board; (e) any material change in the present capitalization or dividend
policy of the Issuer; (f) any other material change in the Issuer's business
or corporate structure; (g) changes in the Issuer's charter, by-laws or
instruments corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person; (h) causing a class of
securities of the Issuer to be delisted from a national securities exchange or
to cease to be authorized to be quoted in an inter-dealer quotation system of
a registered national securities association; (i) a class of equity securities
of the Issuer becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Act; or (j) any action similar to any of those
enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
- ----------------------------------------------
(a) The aggregate number of shares beneficially owned by Mr.
Schnakenburg is 267,615 shares, or 8.33% of the outstanding
common stock of the issuer.
<PAGE>
Page 4 of 6 Pages
(b) Mr. Schnakenburg has the voting and disposition powers as
identified on Lines 7-10 on the Cover Page of this Amendment
No. 1 to Schedule 13D:
sole voting power - 128,180 shares
shared voting power - 139,435 shares
sole dispositive power - 128,180 shares
shared dispositive power - 139,435 shares
(c) As reflected on Mr. Schnakenburg's Form 4s, the transactions
effected since the most recent filing on Schedule 13D are as
follows:
1. On January 10, 1995, Mr. Schnakenburg transferred warrants
representing 6,000 shares to BOAH, Associates, an affiliate
of Mr. Schnakenburg. On the same date, Mr. Schnakenburg
sold warrants representing 5,880 shares to his father, Otto
Schnakenburg. On the same date, Otto Schnakenburg,
transferred the purchased warrants representing 5,880
shares to BOAH, Associates.
2. On January 31, 1995, Mr. Schnakenburg purchased warrants
representing 9,000 shares for $9,000.
3. On February 15, 1995, Mr. Schnakenburg received from the
Issuer options representing 3,000 shares.
4. On April 14, 1995, the issuer declared a 2.1 for 1 stock
dividend. The following shares were issued as part of the
dividend.
Person or Entity Receiving Shares Shares
--------------------------------- ------
Barry, Inc., an affiliate of Mr. Schnakenburg 24,887
BOAH, Associates - warrants representing 13,068
Mr. Schnakenburg- warrants representing 9,900
Mr. Schnakenburg- options representing 3,300
U.S. Industries Group, Inc., affiliate
of Mr. Schnakenburg 11,880
Darby Schnakenburg (Mr. Schnakenburg's wife) 770
Diana Schnakenburg (Mr. Schnakenburg's daughter) 1,320
Margaret Schnakenburg (Mr. Schnakenburg's daughter) 1,320
Will Schnakenburg (Mr. Schnakenburg's son) 1,320
Otto Schnakenburg 27,610
5. On May 19, 1995, Otto Schnakenburg purchased 1,600 shares
at $12.88 per share.
6. On April 30, 1995, BOAH, Associates exercised warrants
representing 24,948 shares at $6.85 per share.
<PAGE>
Page 5 of 6 Pages
7. On August 25, 1995, Otto Schnakenburg purchased 12,810
shares at $9.82 per share.
8. On May 27, 1996, the issuer declared a ten percent (10%)
stock dividend. The following shares were issued as part
of the dividend.
Person or Entity Receiving Shares Shares
--------------------------------- ------
Barry, Inc. 4,751
BOAH, Associates 2,494
Mr. Schnakenburg- warrants representing 1,890
Mr. Schnakenburg- options representing 630
U.S. Industries Group, Inc. 2,268
Darby Schnakenburg 147
Diana Schnakenburg 252
Margaret Schnakenburg 252
Will Schnakenburg 252
Otto Schnakenburg 6,712
9. On February 21, 1997, the following entities and
individuals purchased warrants as follows:
Person or Entity Shares Cost
---------------- ------ ----
Barry, Inc. 6,468 $ 9,702.00
Mr. Schnakenburg 24,948 $37,422.00
U.S. Industries Group, Inc. 6,468 $ 9,702.00
Darby Schnakenburg 4,158 $ 6,237.00
Diana Schnakenburg 1,386 $ 2,079.00
Margaret Schnakenburg 1,386 $ 2,079.00
Will Schnakenburg 1,386 $ 2,079.00
10. On June 2, 1997, BOAH, Associates purchased warrants
representing 6,468 shares from Barry, Inc. for $9,702. On
the same date, BOAH, Associates purchased warrants
representing 6,468 shares from U.S. Industries Group, Inc.
for $9,702.
11. On September 29, 1997, the following entities and
individuals exercised warrants as follows:
Exercise
Person or Entity Shares Price
---------------- ------ --------
BOAH, Associates 12,936 $4.04
Mr. Schnakenburg 45,738 $4.04
Darby Schnakenburg 4,158 $4.04
Diana Schnakenburg 1,386 $4.04
Margaret Schnakenburg 1,386 $4.04
Will Schnakenburg 1,386 $4.04
<PAGE>
Page 6 of 6 Pages
12. On October 31, 1997 Otto Schnakenburg exercised warrants
representing 277 shares at $3.70 per share.
13. On November 19, 1997, the Issuer granted Mr. Schnakenburg
options for 5,000 shares with an excercise price of $10.81
per share.
(d) No person is known by Mr. Schnakenburg to have the right to
receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of, such securities except for
the shares in which Mr. Schnakenburg has shared voting and/or
dispositive power.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
- ------------------------------------------------------------------------------
There are no contracts, arrangements, understandings, or relationships
(legal or otherwise) between Mr. Schnakenburg and any person with respect to
any securities of the Issuer, except for power-of-attorney pursuant to which
Mr. Schnakenburg has the voting and dispositive rights with respect to shares
of stock owned by Mr. Schnakenburg's father filed with the original Schedule
13D.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
- ------------------------------------------
Unchanged from initial Schedule 13D.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
November , 1996
--- --------------------------------
Signature
--------------------------------
Barry A. Schnakenburg
SS-140231-1
<PAGE>
APPENDIX OF PREVIOUSLY FILED SCHEDULE
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Fidelity Federal Bancorp
- -------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- -------------------------------------------------------------------------------
(Title of Class of Securities)
315921106
- -------------------------------------------------------------------------------
(CUSIP Number)
Barry A. Schnakenburg,
8701 Petersburg Road, Evansville, IN 47711 (812) 425-2428
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
December 19, 1994
- -------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box [ ].
Check the following box if a fee is being paid with the statement [X]. (A
fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five
percent of the class of securities described in Item 1; and (2) has
filed no amendment subsequent thereto reporting beneficial ownership of
five percent or less of such class.) (See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
<PAGE>
SCHEDULE 13D
CUSIP NO. 315921106 PAGE 2 OF 9 PAGES
---------
- ------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Barry A. Schnakenburg
Social Security No. ###-##-####
- ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
- ------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
N/A
- ------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
- ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- ------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
38,805
SHARES -----------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 35,900
-----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
38,805
PERSON -----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
35,900
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
74,705
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.3%
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
<PAGE>
Page 3 of 9 Pages
ITEM 1. SECURITY AND ISSUER.
- -----------------------------
Common Stock $1,00 par value.
Fidelity Federal Bancorp (the "Issuer")
18 N.W. 4th Street
P.O. Box 1347
Evansville, Indiana 47706-1347
ITEM 2. IDENTITY AND BACKGROUND.
- ---------------------------------
(a) Barry Allan Schnakenburg
(b) 8701 Petersburg Road, Evansville, Indiana 47711
(c) President, U.S. Industries Group, Inc. U.S. Industries Group, Inc.
is a sheet metal and roofing contractor located in Evansville,
Indiana.
(d) & (e) Mr. Schnakenburg has never been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or been a
party to a civil proceeding of a judicial or administrative body
of competent jurisdiction resulting in a judgement, decree or
final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws
or finding and violation with respect to such laws.
(f) United States of America
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
- -----------------------------------------------------------
No funds will be expended pursuant to the transaction increasing Mr.
Schnakenburg's ownership to more than 5% of the Issuer. See response to
Item 4 below. For previous purchases, Mr. Schnakenburg has used
personal funds or borrowed funds, or funds from companies which Mr.
Schnakenburg controls. Mr. Schnakenburg anticipates any future
acquisitions will be funded in the same manner.
ITEM 4. PURPOSE OF TRANSACTION.
- --------------------------------
The filing of this Schedule 13D is required as a result of the execution
by Mr. Schnakenburg's father of a power of attorney pursuant to which
Mr. Schnakenburg pbtained voting and dispositive rights with respect to
shares of stock owned by Mr. Schnakenburg's father.
Mr. Schnakenburg currently serves on the board of directors of the
Issuer. Other than actions which may be taken in his capacity as a
director of the Issuer, Mr. Schnakenburg does not have nor is he aware
of any plans or proposals which relate or would result in (a) the
acquisition by any person of additional securities of the Issuer, or the
disposition of the securities of the Issuer; (b) an extraordinary
corporate transaction, such as a merger, reorganization or liquidation,
involving the Issuer or any of its subsidiaries; (c) a sale or transfer
of a material amount of assets of the Issuer or any of its subsidiaries;
(d) any change in the present board of
<PAGE>
Page 4 of 9 Pages
directors or management of the Issuer, including any plans or proposals
to change the number of term directors or to fill any existing vacancies
on the board; (e) any material change in the present capitalization or
dividend policy of the Issuer; (f) any other material change in the
Issuer's business or corporate structure; (g) changes in the Issuer's
charter, by-laws or instruments corresponding thereto or other actions
which may impede the acquisition of control of the Issuer by any person;
(h) causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted
in an inter-dealer quotation system of a registered national securities
association; (i) a class of equity securities of the Issuer becoming
eligible for termination of the registration pursuant to Section 12(g)(4)
of the Act; or (j) any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
- ----------------------------------------------
(a) 74,705 shares beneficially owned (7.3%).
(b) sole voting power - 38,805 shares
shared voting power - 35,900 shares
sole dispositive power - 38,805 shares
shared dispositive power - 35,900 shares
(c) Other than the increase in beneficial ownership caused by the
execution of the power of attorney as described in Item 4 above
and the purchase of 100 shares at $18.00 per share for
investment purposes by Mr. Schnakenburg's wife on October 24,
1994, there have been no transactions in the class of
securities reported on that were effected during the past 60
days by Mr. Schnakenburg.
(d) No person if known by Mr. Schnakenburg to have the right to
receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of, such securities except for
the shares in which Mr. Schnakenburg has shared voting and/or
dispositive power.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
- ------------------------------------------------------------------------------
There are no contracts, arrangements, understandings, or relationships
(legal or otherwise) between Mr. Schnakenburg and any person with
respect to any securities of the Issuer, except for power-of-attorney
discussed in Item 4 above.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
- ------------------------------------------
See the power of attorney executed by Otto H. Schnakenburg on December 19,
1994, appointing Barry A. Schnakenburg as his attorney-in-fact for the
purpose, among other, of voting stock held by Otto H. Schnakenburg.
/s/ Barry A. Schnakenburg
- --------------------------
Signature
<PAGE>
Page 5 of 9 Pages
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete and correct.
December 19, 1994
--
- --------------------------
Signature
/s/ Barry A. Schnakenburg
- --------------------------
Barry A. Schnakenburg
<PAGE>
Page 6 of 9 Pages
GENERAL DURABLE POWER OF ATTORNEY
---------------------------------
AND APPOINTMENT OF HEALTH CARE REPRESENTATIVE
---------------------------------------------
KNOW ALL MEN BY THESE PRESENTS, that I, OTTO H. SCHNAKENBURG,
of 1347 Timberlake Road, Evansville, Vanderburgh County, Indiana, 47710,
whose Social Security No. is ###-##-####, do hereby appoint BARRY A.
SCHNAKENBURG, of 8701 Petersburg Road, Evansville, Vanderburgh County,
Indiana, 47711, my Attorney-in-Fact for me on my behalf, and for my use
and benefit. In doing so, I grant my Attorney-in-Fact the following:
POWERS OVER REAL ESTATE, PERSONAL PROPERTY AND CONTRACTS.
1. To exercise or perform any act, power, right, or
obligation whatsoever that I now have, or may hereafter acquire the
legal right, power or capacity to exercise or perform in connection
with; arising from, or relating to any person, transaction, thing, real
or personal, tangible or intangible, or matter whatsoever;
2. To collect, receive and hold debts, accounts, notes,
stock certificates, bonds, certificates of deposit, annuities, pension
and retirement benefits, insurance benefits, any and all documents of
title,. personal and real property, intangible and tangible property and
property rights which I now own or hereafter acquire, and take all
lawful means in my name for the collection and recovery thereof, and to
make, execute, and deliver in my name, all endorsements, releases,
receipts or other sufficient discharges for the same;
3. To lease, purchase and acquire any real or personal
property, tangible or intangible, on such terms and conditions, and
under such covenants, as my Attorney-in-Fact shall deem proper;
4. To sell or convey any property, real, personal or mixed
owned by me. In the sale of real estate, I authorize my Attorney-in-Fact
to convey the same by General Warranty Deed, Special Warranty Deed,
Quit-Claim Deed, Conditional Sales Contract or other conveyance to
convey all or any part of my interest in any of my real estate as my
Attorney-in-Fact shall determine;
5. To mortgage, pledge, hypothecate and give security
interests in any and all real estate and/or personal property owned by
me.
6. To conduct and transact any and all lawful business of
whatever nature or kind for me, on my behalf, and in my name;
7. To file all state, local and federal tax returns of every
kind; to file for tax refunds; to sue for taxes erroneously collected;
to compromise and settle all tax liabilities and to pay all taxes of
every kind lawfully due;
<PAGE>
Page 7 of 9 Pages
8. To pay for all costs for maintenance, care, medical,
nursing and dental services, food, clothing and shelter and for
necessary incidentals and to pay all other just debts and liabilities
which from time to time may be incurred by me or may be incurred upon my
behalf;
9. To sell and redeem any and all United States of America
Obligations, including but not limited to United States Series E Bonds,
United States Series H Bonds, United States Series EE Bonds, United
States Series HH Bonds, Treasury Notes and any and all obligations of
the United States of America;
10. To enter any safety deposit box in my name and to add to
or remove the contents;
11. To make gifts on my behalf to any person or entity not
to exceed the annual per donee gift tax exemption under Internal Revenue
Code, as amended in the future and not to exceed One Thousand Dollars
($1,000) to charitable entities;
12. To sue to enforce any legal rights I may have;
13. I nominate my Attorney-in-Fact to serve as the guardian
of my person and/or estate or as conservator if one is necessary;
14. My Attorney-in-Fact:
(a) shall be reimbursed for all reasonable expenses
and may charge a reasonable fee for services,
but my attorney-in-fact shall notify me in
writing of the amount claimed as compensation
for services not later than twelve (12) months
after the services are rendered and before such
charge or fee is paid;
(b) shall be liable only for willful default, gross
misconduct, or fraud and not for errors of
judgement;
(c) May employ any legal, accounting, brokerage or
investment counseling firm, including those in
which my Attorney-in-Fact may be associated and
pay both the firm and such attorney-in-fact
reasonable fees for services.
HEALTH CARE APPOINTMENT.
15. I hereby appoint my Attorney-in-Fact as my
representative for health care under Indiana Code Section 16-36-1-1
through 14.
My health care representative shall have the broadest powers conferred
by law to consent or withhold my consent to health care, including any
medical care, treatment, service, or procedure to maintain, diagnose,
treat or provide for my physical and mental well being including the
providing or consent, or the refusal to provide or consent to nutrition
and hydration
<PAGE>
Page 8 of 9 Pages
through intravenous endotracheal or nasogastric tubes and to provide or
consent, or to refuse to provide or consent to, medication, artificial
means or other heroic measures if there is no reasonable expectation of
my recovering from extreme medical or physical disability. I request
that my health care representative give my consent to such medical care
to keep me as free from pain, or reduce any pain, as may be reasonably
possible, again excluding artificially administered nutrition and
hydration or other heroic measures.
I authorize my health care representative to make decisions in my best
interest concerning withdrawal or withholding of health care. If at any
time, based on my previously expressed preferences and the diagnosis and
prognosis, my health care representative is satisfied that certain
health care is not or would not be beneficial, or that such health care
is or would be excessively burdensome, then my health care
representative may express my will that such health care be withheld or
withdrawn and may consent on my behalf that any or all, health care be
discontinued or not instituted even if death may result.
My health care representative must try to discuss this decision with me.
However, if I am unable to communicate, my health care representative
may make such a decision for me, after consultation with my physician or
physicians and other relevant health care givers. To the extent
appropriate my health care representative may also discuss this decision
with my family and others, to the extent they are available.
At any time I am capable of consenting to health care, I may revoke this
health care appointment by notifying the representative or the health
care provider orally or in writing.
In making all decisions regarding my health care, my representative
shall act in my best interest and in good faith.
My representative who in good faith believes he is authorized to consent
or refuse to consent to my health care is not subject to criminal
prosecution or, if he exercises due care, to civil liability, on the
ground that he lacked authority to consent.
GENERAL INSTRUCTIONS AND AUTHORITY.
16. This instrument is to be a general durable power of
attorney, and I specifically incorporate by reference, all powers set
forth in Indiana Code Section 30-5-5-2 through and including Indiana
Code Section 30-5-5-17, and all powers set forth in Indiana Code Section
30-5-5-19. The enumeration of specific powers is not intended to limit
the general powers granted to my Attorney-in-Fact.
17. I do not authorize my Attorney-in-Fact to delegate the
authority granted herein to one or more other persons as permitted by
Indiana Code Section 30-5-5-18.
18. The authority of my Attorney-in-Fact shall commence upon
execution of this Power of Attorney Agreement and such authority shall
remain in full force until revoked by me in writing. This Power of
Attorney shall not be affected by my incompetence, subsequent
disability, incapacity or lapse of time.
<PAGE>
Page 9 of 9 Pages
19. In signing any checks, deeds or other written
instruments by authority of this Power of Attorney, the said
Attorney-in-Fact shall execute the same by signing "Otto H. Schnakenburg
by Barry A. Schnakenburg, his Attorney-in-Fact."
DATED this 19th day of December, 1994.
Otto H. Schnakenburg
----------------------
Otto H. Schnakenburg
WITNESS TO SIGNATURE OF OTTO H. SCHNAKENBURG
I, the undersigned, represent that I am an adult person, over
the age of twenty-one (21) years, who resides at 1505 Russell Avenue,
Evansville, Indiana, 47712, and that I have this day witnessed the
signature of Otto H. Schnakenburg.
/s/ Charlene Bridgeman
----------------------
Charlene Bridgeman
STATE OF INDIANA )
) SS:
COUNTY OF VANDERBURGH )
Before me, the undersigned, a Notary Public in and for said
County and State, personally appeared the within named Otto H.
Schnakenburg who acknowledged the execution of the foregoing General
Durable Power of Attorney to be his voluntary act and deed.
WITNESS, my hand and Notarial Seal this 19th day of December 1994.
/s/ Edwin W. Johnson N
-------------------------------
Edwin W. Johnson Notary Public,
County of Residence: Vanderburgh
My Commission Expires:
November 21, 1996
This instrument prepared by Edwin W. Johnson (#4916-32) of the law firm
of Johnson, Carroll and Griffith, P.C., Attorneys, Evansville, Indiana
(#42)(110152m)
