<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 28, 1997
PERMANENT BANCORP, INC.
- ----------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 0-23370 35-1908797
- ----------------------------------------------------------------
(State or other (Commission File Number) (IRS Employer
jurisdiction of
Identification
incorporation) Number)
101 Southeast Third Street, Evansville, Indiana 47708
- ----------------------------------------------------------------
(Address of principal executive offices) (Zip
Code)
Registrant's telephone number, including area code (812) 428-
6800
- ----------------------------------------------------------------
N/A
- ----------------------------------------------------------------
(Former name or former address, if changed since last report.)
<PAGE> <PAGE>
Item 5. Other Events.
- -------------------------
Recently, Permanent Bancorp, Inc. has enacted several
amendments to its bylaws. Attached as Exhibit 3(ii) are the
Amended and Restated Bylaws of Permanent Bancorp, Inc.
incorporating such amendments, including the amendments referred
to in the following press releases.
On April 28, 1997, Permanent Bancorp, Inc. issued the
press release, attached hereto as Exhibit 99(a) announcing the
adoption of a bylaw amendment concerning director qualifications
and an extension of the time period for shareholders to submit
nominations for directors for the July 22, 1997 Annual Meeting
of Shareholders to June 17, 1997.
On April 28, 1997, Permanent Bancorp, Inc. also issued the
press release attached hereto as Exhibit 99(b) announcing a
bylaw amendment increasing the number of directors from nine to
ten and the appointment of Murray J. Brown as director to fill
the newly created directorship.
Item 7. Financial Statements and Exhibits.
- ----------------------------------------------
(c) Exhibits
3(ii) Amended and Restated Bylaws of Permanent Bancorp,
Inc.
99(a) Press Release dated April 28, 1997.
99(b) Press Release dated April 28, 1997.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
its behalf by the undersigned hereunto duly authorized.
PERMANENT BANCORP, INC.
Date: April 28, 1997 By: /s/Donald P. Weinzapfel
------------------------
Donald P. Weinzapfel
Chairman of the Board,
President and Chief
Executive Officer
<PAGE>
Index to Exhibits
Exhibit
- ---------
3(ii) Amended and Restated Bylaws of Permanent Bancorp, Inc.
99(a) Press Release dated April 28, 1997.
99(b) Press Release dated April 28, 1997.<PAGE>
<PAGE>
EX-3(ii)
PERMANENT BANCORP, INC.
AMENDED AND RESTATED BYLAWS
ARTICLE I - STOCKHOLDERS
Section 1. Annual Meeting.
An annual meeting of the stockholders, for the election of
directors to succeed those whose terms expire and for the
transaction of such other business as may properly come before
the meeting, shall be held at such place, on such date, and at
such time as the Board of Directors shall each year fix.
Section 2. Special Meetings.
Subject to the rights of the holders of any class or series
of preferred stock of the Corporation, special meetings of
stockholders of the Corporation may be called only by the Board
of Directors pursuant to a resolution adopted by a majority of
the total number of directors which the Corporation would have
if there were no vacancies on the Board of Directors
(hereinafter the "Whole Board").
Section 3. Notice of Meetings.
Written notice of the place, date, and time of all meetings
of the stockholders shall be given, not less than ten (10) nor
more than sixty (60) days before the date on which the meeting
is to be held, to each stockholder entitled to vote at such
meeting, except as otherwise provided herein or required by law
(meaning, here and hereinafter, as required from time to time by
the Delaware General Corporation Law or the Certificate of
Incorporation of the Corporation).
When a meeting is adjourned to another place, date or time,
written notice need not be given of the adjourned meeting if the
place, date and time thereof are announced at the meeting at
which the adjournment is taken; provided, however, that if the
date of any adjourned meeting is more than thirty (30) days
after the date for which the meeting was originally noticed, or
if a new record date is fixed for the adjourned meeting, written
notice of the place, date and time of the adjourned meeting
shall be given in conformity herewith. At any adjourned
meeting, any business may be transacted which might have been
transacted at the original meeting.
Section 4. Quorum.
At any meeting of the stockholders, the holders of at least
one-third of all of the shares of the stock entitled to vote at
the meeting, present in person or by proxy (after giving effect
to the provisions of Article FOURTH of the Corporation's
Certificate of Incorporation), shall constitute a quorum for all
purposes, unless or except to the extent that the presence of a
larger number may be required by law. Where a separate vote by
a class or classes is required, a majority of the shares of such
class or classes, present in person or represented by proxy
(after giving effect to the provisions of Article FOURTH of the
Corporation's Certificate of Incorporation), shall constitute a
quorum entitled to take action with respect to that vote on that
matter.
If a quorum shall fail to attend any meeting, the chairman
of the meeting or the holders of a majority of the shares of
stock entitled to vote who are present, in person or by proxy,
may adjourn the meeting to another place, date or time.
If a notice of any adjourned special meeting of
stockholders is sent to all stockholders entitled to vote
thereat, stating that it will be held with those present in
person or by proxy constituting a quorum, then except as
otherwise required by law, those present in person or by proxy
at such adjourned meeting shall constitute a quorum, and all
matters shall be determined by a majority of the votes cast at
such meeting.
Section 5. Organization.
Such person as the Board of Directors may have designated
or, in the absence of such a person, the President of the
Corporation or, in his or her absence, such person as may be
chosen by the holders of a majority of the shares entitled to
vote who are present, in person or by proxy, shall call to order
any meeting of the stockholders and act as chairman of the
meeting. In the absence of the Secretary of the Corporation,
the secretary of the meeting shall be such person as the
chairman appoints.
Section 6. Conduct of Business.
(a) The chairman of any meeting of stockholders shall
determine the order of business and the procedure at the
meeting, including such regulation of the manner of voting and
the conduct of discussion as seem to him or her in order. The
date and time of the opening and closing of the polls for each
matter upon which the stockholders will vote at the meeting
shall be announced at the meeting.
(b) At any annual meeting of the stockholders, only such
business shall be conducted as shall have been brought before
the meeting (i) by or at the direction of the Board of Directors
or (ii) by any stockholder of the Corporation who is entitled to
vote with respect thereto and who complies with the notice
procedures set forth in this Section 6(b). For business to be
properly brought before an annual meeting by a stockholder, the
business must relate to a proper subject matter for stockholder
action and the stockholder must have given timely notice thereof
in writing to the Secretary of the Corporation. To be timely, a
stockholder's notice must be delivered or mailed to and received
at the principal executive offices of the Corporation not less
than ninety (90) days prior to the date of the annual meeting;
provided, however, that in the event that less than one hundred
(100) days' notice or prior public disclosure of the date of the
meeting is given or made to stockholders, notice by the
stockholder to be timely 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 annual meeting was mailed or such
public disclosure was made. A stockholder's notice to the
Secretary shall set forth as to each matter such stockholder
proposes to bring before the annual meeting (i) a brief
description of the business desired to be brought before the
annual meeting and the reasons for conducting such business at
the annual meeting, (ii) the name and address, as they appear on
the Corporation's books, of the stockholder who proposed such
business, (iii) the class and number of shares of the
Corporation's capital stock that are beneficially owned by such
stockholder and (iv) any material interest of such stockholder
in such business. Notwithstanding anything in these Bylaws to
the contrary, no business shall be brought before or conducted
at an annual meeting except in accordance with the provisions of
this Section 6(b). The officer of the Corporation or other
person presiding over the annual meeting shall, if the facts so
warrant, determine and declare to the meeting that business was
not properly brought before the meeting in accordance with the
provisions of this Section 6(b) and, if he should so determine,
he shall so declare to the meeting and any such business so
determined to be not properly brought before the meeting shall
not be transacted.
At any special meeting of the stockholders, only such
business shall be conducted as shall have been brought before
the meeting by or at the direction of the Board of Directors.
(c) Only persons who are nominated in accordance with
the procedures set forth in these Bylaws shall be eligible for
election as directors. Nominations of persons for election to
the Board of Directors of the Corporation may be made at a
meeting of stockholders at which directors are to be elected
only (i) by or at the direction of the Board of Directors or
(ii) by any stockholder of the Corporation entitled to vote for
the election of directors at the meeting who complies with the
notice procedures set forth in this Section 6(c). Such
nominations, other than those made by or at the direction of the
Board of Directors, shall be made by timely notice in writing to
the Secretary of the Corporation. To be timely, a stockholder's
notice shall be delivered or mailed to and received at the
principal executive offices of the Corporation not less than
ninety (90) days prior to the date of the meeting; provided,
however, that in the event that less than one hundred (100)
days' notice or prior public disclosure of the date of the
meeting is given or made to stockholders, notice by the
stockholder to be timely must be so 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 prior
public disclosure was made. Notwithstanding any language to the
contrary, for purposes of the annual meeting of stockholders for
the year ended March 31, 1997, a stockholder's notice of
nomination received on or before June 17, 1997 will be
considered timely. Such stockholder's notice shall set forth
(i) as to each person whom such stockholder proposes to nominate
for election or re-election as a director, all information
relating to such person that is required to be disclosed in
solicitations of proxies for election of directors, or is
otherwise required, in each case pursuant to Regulation 14A
under the Securities Exchange Act of 1934, as amended (including
such person's written consent to being named in the proxy
statement as a nominee and to serving as a director if elected);
and (ii) as to the stockholder giving the notice (a) the name
and address, as they appear on the Corporation's books, of such
stockholder and (b) the class and number of shares of the
Corporation's capital stock that are beneficially owned by such
stockholder. At the request of the Board of Directors, any
person nominated by the Board of Directors for election as a
director shall furnish to the Secretary of the Corporation that
information required to be set forth in a stockholder's notice
of nomination which pertains to the nominee. No person shall be
eligible for election as a director of the Corporation unless
nominated in accordance with the provisions of this Section
6(c). The officer of the Corporation or other person presiding
at the meeting shall, if the facts so warrant, determine that a
nomination was not made in accordance with such provisions and,
if he or she should so determine, he or she shall so declare to
the meeting and the defective nomination shall be disregarded.
Section 7. Proxies and Voting.
At any meeting of the stockholders, every stockholder
entitled to vote may vote in person or by proxy authorized by an
instrument in writing filed in accordance with the procedure
established for the meeting. Any facsimile telecommunication or
other reliable reproduction of the writing or transmission
created pursuant to this paragraph may be substituted or used in
lieu of the original writing or transmission for any and all
purposes for which the original writing or transmission could be
used, provided that such copy, facsimile telecommunication or
other reproduction shall be a complete reproduction of the
entire original writing or transmission.
All voting, including on the election of Directors but
excepting where otherwise required by law or by the governing
documents of the Corporation, may be by a voice vote; provided,
however, that upon demand therefor by a stockholder entitled to
vote or his or her proxy, a stock vote shall be taken. Every
stock vote shall be taken by ballot, each of which shall state
the name of the stockholder or proxy voting and such other
information as may be required under the procedure established
for the meeting. The Corporation shall, in advance of any
meeting of stockholders, appoint one or more inspectors to act
at the meeting and make a written report thereof. The
Corporation may designate one or more persons as alternate
inspectors to replace any inspector who fails to act. If no
inspector or alternate is able to act at a meeting of
stockholders, the person presiding at the meeting shall appoint
one or more inspectors at the meeting. Each inspector, before
entering upon the discharge of his duties, shall take and sign
an oath faithfully to execute the duties of inspector with
strict impartiality and according to the best of his ability.
All elections shall be determined by a plurality of the
votes cast, and except as otherwise required by law or as
provided in the Certificate of Incorporation, all other matters
shall be determined by a majority of the votes cast.
Each stockholder shall have one (1) vote for every share of
stock entitled to vote which is registered in his or her name on
the record date for the meeting, except as otherwise provided
herein or in the Certificate of Incorporation of the Corporation
or as required by law.
Section 8. Stock List.
A complete list of stockholders entitled to vote at any
meeting of stockholders, arranged in alphabetical order for each
class of stock and showing the address of each such stockholder
and the number of shares registered in his or her name, shall be
open to the examination of any such stockholder, for any purpose
germane to the meeting, during ordinary business hours for a
period of at least ten (10) days prior to the meeting, either at
a place within the city where the meeting is to be held, which
place shall be specified in the notice of the meeting, or if not
so specified, at the place where the meeting is to be held.
Section 9. Consent of Stockholders in Lieu of Meeting.
Subject to the rights of the holders of any class or series
of preferred stock of the Corporation, any action required or
permitted to be taken by the stockholders of the Corporation
must be effected at a duly called annual or special meeting of
stockholders of the Corporation and may not be effected by any
consent in writing by such stockholders.
ARTICLE II - BOARD OF DIRECTORS
Section 1. General Powers, Number and Term of Office.
The business and affairs of the Corporation shall be under
the direction of its Board of Directors. The number of
directors who shall constitute the Whole Board shall be such
number as the Board of Directors shall from time to time have
designated, except in the absence of such designation, in which
case the number shall be ten (10). The Board of Directors shall
annually elect a Chairman of the Board from among its members
who shall, when present, preside at its meetings.
The directors, other than those who may be elected by the
holders of any class or series of preferred stock, shall be
divided, with respect to the time for which they severally hold
office, into three classes, with the term of office of the first
class to expire at the conclusion of the first annual meeting of
stockholders, the term of office of the second class to expire
at the conclusion of the annual meeting of stockholders one year
thereafter and the term of office of the third class to expire
at the conclusion of the annual meeting of stockholders two
years thereafter, with each director to hold office until his or
her successor shall have been duly elected and qualified. At
each annual meeting of stockholders, directors elected to
succeed those directors whose terms expire shall be elected for
a term of office to expire at the third succeeding annual
meeting of stockholders after their election, with each director
to hold office until his or her successor shall have been duly
elected and qualified.
Section 2. Vacancies and Newly Created Directorships.
Subject to the rights of the holders of any class or series
of preferred stock and unless the Board of Directors otherwise
determines, newly created directorships resulting from any
increase in the authorized number of directors or any vacancies
in the Board of Directors resulting from death, resignation,
retirement, disqualification, removal from office or other cause
may be filled only by a majority vote of the directors then in
office, though less than a quorum, and directors so chosen shall
hold office for a term expiring at the annual meeting of
stockholders at which the term of office of the class to which
they have been elected expires, and until such director's
successor shall have been duly elected and qualified. No
decrease in the number of authorized directors constituting the
Board shall shorten the term of any incumbent director.
Section 3. Regular Meetings.
Regular meetings of the Board of Directors shall be held at
such place or places, on such date or dates, and at such time or
times as shall have been established by the Board of Directors
and publicized among all directors. A notice of each regular
meeting shall not be required.
Section 4. Special Meetings.
Special meetings of the Board of Directors may be called by
one-third (1/3) of the directors then in office (rounded up to
the nearest whole number) or by the Chairman of the Board or
President and shall be held at such place, on such date, and at
such time as they or he or she shall fix. Notice of the place,
date, and time of each such special meeting shall be given to
each director by whom it is not waived by mailing written notice
not less than five (5) days before the meeting or by
telegraphing or telexing or by facsimile transmission of the
same not less than twenty-four (24) hours before the meeting.
Unless otherwise indicated in the notice thereof, any and all
business may be transacted at a special meeting.
Section 5. Quorum.
At any meeting of the Board of Directors, a majority of the
Whole Board shall constitute a quorum for all purposes. If a
quorum shall fail to attend any meeting, a majority of those
present may adjourn the meeting to another place, date, or time,
without further notice or waiver thereof.
Section 6. Participation in Meetings By Conference
Telephone.
Members of the Board of Directors, or of any committee
thereof, may participate in a meeting of such Board or committee
by means of conference telephone or similar communications
equipment by means of which all persons participating in the
meeting can hear each other and such participation shall
constitute presence in person at such meeting.
Section 7. Conduct of Business.
At any meeting of the Board of Directors, business shall be
transacted in such order and manner as the Board may from time
to time determine, and all matters shall be determined by the
vote of a majority of the directors present, except as otherwise
provided herein or required by law. Action may be taken by the
Board of Directors without a meeting if all members thereof
consent thereto in writing, and the writing or writings are
filed with the minutes of proceedings of the Board of Directors.
Section 8. Powers.
The Board of Directors may, except as otherwise required by
law, exercise all such powers and do all such acts and things as
may be exercised or done by the Corporation, including, without
limiting the generality of the foregoing, the unqualified power:
(a) To declare dividends from time to time in
accordance with law;
(b) To purchase or otherwise acquire any property,
rights or privileges on such terms as it shall determine;
(c) To authorize the creation, making and issuance,
in such form as it may determine, of written obligations of
every kind, negotiable or non-negotiable, secured or unsecured,
and to do all things necessary in connection therewith;
(d) To remove any officer of the Corporation with or
without cause, and from time to time to devolve the powers and
duties of any officer upon any other person for the time being;
(e) To confer upon any officer of the Corporation the
power to appoint, remove and suspend subordinate officers,
employees and agents;
(f) To adopt from time to time such stock, option,
stock purchase, bonus or other compensation plans for directors,
officers, employees and agents of the Corporation and its
subsidiaries as it may determine;
(g) To adopt from time to time such insurance,
retirement, and other benefit plans for directors, officers,
employees and agents of the Corporation and its subsidiaries as
it may determine; and,
(h) To adopt from time to time regulations, not
inconsistent with these Bylaws, for the management of the
Corporation's business and affairs.
Section 9. Compensation of Directors.
Directors, as such, may receive, pursuant to resolution of
the Board of Directors, fixed fees and other compensation for
their services as directors, including, without limitation,
their services as members of committees of the Board of
Directors.
Section 10. Qualifications.
Any member of the Board of Directors shall, in order to
qualify as such, be domiciled in or have his or her primary
place of business located in any county, a portion of which is
within a fifty mile radius of any office of the Company's
subsidiary bank in the state of Indiana.
ARTICLE III - COMMITTEES
Section 1. Committees of the Board of Directors.
The Board of Directors, by a vote of a majority of the
Board of Directors, may from time to time designate committees
of the Board, with such lawfully delegable powers and duties as
it thereby confers, to serve at the pleasure of the Board and
shall, for those committees and any others provided for herein,
elect a director or directors to serve as the member or members,
designating, if it desires, other directors as alternate members
who may replace any absent or disqualified member at any meeting
of the committee. Any committee so designated may exercise the
power and authority of the Board of Directors to declare a
dividend, to authorize the issuance of stock or to adopt a
certificate of ownership and merger pursuant to Section 253 of
the Delaware General Corporation Law if the resolution which
designated the committee or a supplemental resolution of the
Board of Directors shall so provide. In the absence or
disqualification of any member of any committee and any
alternate member in his or her place, the member or members of
the committee present at the meeting and not disqualified from
voting, whether or not he or she or they constitute a quorum,
may by unanimous vote appoint another member of the Board of
Directors to act at the meeting in the place of the absent or
disqualified member.
Section 2. Conduct of Business.
Each committee may determine the procedural rules for
meeting and conducting its business and shall act in accordance
therewith, except as otherwise provided herein or required by
law. Adequate provision shall be made for notice to members of
all meetings; one-third (1/3) of the members shall constitute a
quorum unless the committee shall consist of one (1) or two (2)
members, in which event one (1) member shall constitute a
quorum; and all matters shall be determined by a majority vote
of the members present. Action may be taken by any committee
without a meeting if all members thereof consent thereto in
writing, and the writing or writings are filed with the minutes
of the proceedings of such committee.
Section 3. Nominating Committee.
The Board of Directors shall appoint a Nominating Committee
of the Board, consisting of not less than three (3) members.
The Nominating Committee shall have authority (a) to review any
nominations for election to the Board of Directors made by a
stockholder of the Corporation pursuant to Section 6(c)(ii) of
Article I of these Bylaws in order to determine compliance with
such Bylaw and (b) to recommend to the Whole Board nominees for
election to the Board of Directors to replace those directors
whose terms expire at the annual meeting of stockholders next
ensuing.
ARTICLE IV - OFFICERS
Section 1. Generally.
(a) The Board of Directors as soon as may be
practicable after the annual meeting of stockholders shall
choose a Chairman of the Board, a President, a Secretary and a
Treasurer and from time to time may choose such other officers
as it may deem proper. The Chairman of the Board shall be
chosen from among the directors. Any number of offices may be
held by the same person.
(b) The term of office of all officers shall be until
the next annual election of officers and until their respective
successors are chosen, but any officer may be removed from
office at any time by the affirmative vote of a majority of the
authorized number of directors then constituting the Board of
Directors.
(c) All officers chosen by the Board of Directors
shall each have such powers and duties as generally pertain to
their respective offices, subject to the specific provisions of
this Article IV. Such officers shall also have such powers and
duties as from time to time may be conferred by the Board of
Directors or by any committee thereof.
Section 2. President.
The President shall have general power over the management
and oversight of the administration and operation of the
Corporation's business and general supervisory power and
authority over its policies and affairs. He shall see that all
orders and resolutions of the Board of Directors and of any
committee thereof are carried into effect.
Each meeting of the stockholders and of the Board of
Directors shall be presided over by such person as has been
designated by the Board of Directors or, in his absence, by such
officer or other person as is chosen at the meeting. The
Secretary or, in his absence, the General Counsel of the
Corporation or such officer as has been designated by the Board
of Directors or, in his absence, such officer or other person as
is chosen by the person presiding, shall act as secretary of
each such meeting.
Section 3. Vice President.
The Vice President or Vice Presidents, if any, shall
perform the duties of the President in his absence or during his
disability to act. In addition, the Vice Presidents shall
perform the duties and exercise the powers usually incident to
their respective offices and/or such other duties and powers as
may be properly assigned to them from time to time by the Board
of Directors, the Chairman of the Board or the President. A
Vice President or Vice Presidents may be designated as Executive
Vice President or Senior Vice President.
Section 4. Secretary.
The Secretary or an Assistant Secretary shall issue notices
of meetings, shall keep their minutes, shall have charge of the
seal and the corporate books, shall perform such other duties
and exercise such other powers as are usually incident to such
offices and/or such other duties and powers as are properly
assigned thereto by the Board of Directors, the Chairman of the
Board or the President.
Section 5. Treasurer.
The Treasurer shall have charge of all monies and
securities of the Corporation, other than monies and securities
of any division of the Corporation which has a treasurer or
financial officer appointed by the Board of Directors, and shall
keep regular books of account. The funds of the Corporation
shall be deposited in the name of the Corporation by the
Treasurer with such banks or trust companies or other entities
as the Board of Directors from time to time shall designate. He
shall sign or countersign such instruments as require his
signature, shall perform all such duties and have all such
powers as are usually incident to such office and/or such other
duties and powers as are properly assigned to him by the Board
of Directors, the Chairman of the Board or the President, and
may be required to give bond, payable by the Corporation, for
the faithful performance of his duties in such sum and with such
surety as may be required by the Board of Directors.
Section 6. Assistant Secretaries and Other Officers.
The Board of Directors may appoint one or more assistant
secretaries and such other officers who shall have such powers
and shall perform such duties as are provided in these Bylaws or
as may be assigned to them by the Board of Directors, the
Chairman of the Board or the President.
Section 7. Action with Respect to Securities of Other
Corporations.
Unless otherwise directed by the Board of Directors, the
President or any officer of the Corporation authorized by the
President shall have power to vote and otherwise act on behalf
of the Corporation, in person or by proxy, at any meeting of
stockholders of or with respect to any action of stockholders of
any other corporation in which this Corporation may hold
securities and otherwise to exercise any and all rights and
powers which this Corporation may possess by reason of its
ownership of securities in such other Corporation.
ARTICLE V - STOCK
Section 1. Certificates of Stock.
Each stockholder shall be entitled to a certificate signed
by, or in the name of the Corporation by, the Chairman of the
Board, Vice Chairman of the Board, President or a Vice
President, and by the Secretary or an Assistant Secretary, or
the Treasurer or an Assistant Treasurer, certifying the number
of shares owned by him or her. Any or all of the signatures on
the certificate may be by facsimile.
Section 2. Transfers of Stock.
Transfers of stock shall be made only upon the transfer
books of the Corporation kept at an office of the Corporation or
by transfer agents designated to transfer shares of the stock of
the Corporation. Except where a certificate is issued in
accordance with Section 4 of Article V of these Bylaws, an
outstanding certificate for the number of shares involved shall
be surrendered for cancellation before a new certificate is
issued therefore.
Section 3. Record Date.
In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any meeting of
stockholders, or to receive payment of any dividend or other
distribution or allotment of any rights or to exercise any
rights in respect of any change, conversion or exchange of stock
or for the purpose of any other lawful action, the Board of
Directors may fix a record date, which record date shall not
precede the date on which the resolution fixing the record date
is adopted and which record date shall not be more than sixty
(60) nor less than ten (10) days before the date of any meeting
of stockholders, nor more than sixty (60) days prior to the time
for such other action as hereinbefore described; provided,
however, that if no record date is fixed by the Board of
Directors, the record date for determining stockholders entitled
to notice of or to vote at a meeting of stockholders shall be at
the close of business on the day next preceding the day on which
notice is given or, if notice is waived, at the close of
business on the day next preceding the day on which the meeting
is held, and, for determining stockholders entitled to receive
payment of any dividend or other distribution or allotment of
rights or to exercise any rights of change, conversion or
exchange of stock or for any other purpose, the record date
shall be at the close of business on the day on which the Board
of Directors adopts a resolution relating thereto.
A determination of stockholders of record entitled to
notice of or to vote at a meeting of stockholders shall apply to
any adjournment of the meeting; provided, however, that the
Board of Directors may fix a new record date for the adjourned
meeting.
Section 4. Lost, Stolen or Destroyed Certificates.
In the event of the loss, theft or destruction of any
certificate of stock, another may be issued in its place
pursuant to such regulations as the Board of Directors may
establish concerning proof of such loss, theft or destruction
and concerning the giving of a satisfactory bond or bonds of
indemnity.
Section 5. Regulations.
The issue, transfer, conversion and registration of
certificates of stock shall be governed by such other
regulations as the Board of Directors may establish.
ARTICLE VI - NOTICES
Section 1. Notices.
Except as otherwise specifically provided herein or
required by law, all notices required to be given to any
stockholder, director, officer, employee or agent shall be in
writing and may in every instance be effectively given by hand
delivery to the recipient thereof, by depositing such notice in
the mails, postage paid, or by sending such notice by prepaid
telegram or mailgram or other courier or by sending such notice
by facsimile machine or other electronic transmission. Any such
notice shall be addressed to such stockholder, director,
officer, employee or agent at his or her last known address as
the same appears on the books of the Corporation. The time when
such notice is received, if hand delivered, or dispatched, if
delivered through the mails, by telegram or mailgram or other
courier or by facsimile machine or other electronic
transmission, shall be the time of the giving of the notice.
Section 2. Waivers.
A written waiver of any notice, signed by a stockholder,
director, officer, employee or agent, whether before or after
the time of the event for which notice is to be given, shall be
deemed equivalent to the notice required to be given to such
stockholder, director, officer, employee or agent. Neither the
business nor the purpose of any meeting need be specified in
such a waiver.
ARTICLE VII - MISCELLANEOUS
Section 1. Facsimile Signatures.
In addition to the provisions for use of facsimile
signatures elsewhere specifically authorized in these Bylaws,
facsimile signatures of any officer or officers of the
Corporation may be used whenever and as authorized by the Board
of Directors or a committee thereof.
Section 2. Corporate Seal.
The Board of Directors may provide a suitable seal,
containing the name of the Corporation, which seal shall be in
the charge of the Secretary. If and when so directed by the
Board of Directors or a committee thereof, duplicates of the
seal may be kept and used by the Treasurer or by an Assistant
Secretary or Assistant Treasurer.
Section 3. Reliance upon Books, Reports and Records.
Each director, each member of any committee designated by
the Board of Directors, and each officer of the Corporation
shall, in the performance of his or her duties, be fully
protected in relying in good faith upon the books of account or
other records of the Corporation and upon such information,
opinions, reports or statements presented to the Corporation by
any of its officers or employees, or committees of the Board of
Directors so designated, or by any other person as to matters
which such director or committee member reasonably believes are
within such other person's professional or expert competence and
who has been selected with reasonable care by or on behalf of
the Corporation.
Section 4. Fiscal Year.
The fiscal year of the Corporation shall be as fixed by the
Board of Directors.
Section 5. Time Periods.
In applying any provision of these Bylaws which requires
that an act be done or not be done a specified number of days
prior to an event or that an act be done during a period of a
specified number of days prior to an event, calendar days shall
be used, the day of the doing of the act shall be excluded and
the day of the event shall be included.
ARTICLE VIII - AMENDMENTS
The Bylaws of the Corporation may be adopted, amended or
repealed as provided in Article SEVENTH of the Certificate of
Incorporation of the Corporation.<PAGE>
EX-99(a)
PRESS RELEASE
PERMANENT BANCORP, INC. LETTERHEAD
FOR MORE INFORMATION FOR IMMEDIATE RELEASE
Contact: Donald P. Weinzapfel
President and Chief
Executive Officer at
(812) 428-6800
PERMANENT BANCORP, INC. ANNOUNCES BYLAW AMENDMENTS
EVANSVILLE, INDIANA (NASDAQ: "PERM") Permanent Bancorp,
Inc., the parent corporation of Permanent Federal Savings Bank,
announced that the Board of Directors of the Corporation enacted
an amendment to its bylaws requiring that any directors of the
Corporation be domiciled in or have his or her primary place of
business located in any county, a portion of which is within a
fifty mile radius of any office of the Company's subsidiary bank
in the State of Indiana. This amendment, enacted January 21,
1997, is designed to ensure that directors of the Corporation
are knowledgeable of and actively involved in the Corporation's
primary market area, the source of the vast majority of the
Company's loans and deposits.
In a related matter, the Board of Directors extended the
deadline for shareholder nominations to the board of directors
for the annual meeting of shareholders scheduled to be held on
July 22, 1997, from April 25, 1997 to June 17, 1997. This
action was taken to permit shareholders ample time to nominate
qualified persons to the board of directors in light of the
enactment of the director geographic qualification previously
described.
At December 31, 1996, the Corporation has assets of $413.0
million and stockholders' equity of $40.1 million. The
Corporation's stock is quoted on the Nasdaq National Market
System under the ticker symbol "PERM". The last trade of the
Corporation's stock on April 25, 1997 was at $22.00 per share.
<PAGE>
<PAGE>
EX-99(b)
PRESS RELEASE
PERMANENT BANCORP, INC. LETTERHEAD
FOR MORE INFORMATION FOR IMMEDIATE RELEASE
Contact: Donald P. Weinzapfel
President and Chief
Executive Officer at
(812) 428-6800
PERMANENT BANCORP, INC. ANNOUNCES INCREASE IN NUMBER
OF DIRECTORS AND APPOINTMENT OF NEW DIRECTOR
EVANSVILLE, INDIANA (NASDAQ: "PERM") Permanent Bancorp,
Inc., the parent corporation of Permanent Federal Savings Bank,
announced that the Board of Directors of the Corporation
approved a bylaw amendment to increase the number of the
directors of the Corporation from nine to ten. Concurrent with
the increase, the Board of Directors appointed Murray J. Brown
as a director to fill the newly created directorship. In
addition to his duties as a director, Mr. Brown will continue as
Executive Vice President of the Corporation. The increase in
the number of directors and the appointment of Mr. Brown as a
director was adopted March 18, 1997.
At December 31, 1996, the Corporation has assets of $413.0
million and stockholders' equity of $40.1 million. The
Corporation's stock is quoted on the Nasdaq National Market
System under the ticker symbol "PERM". The last trade of the
Corporation's stock on April 25, 1997 was at $22.00 per share.
