SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _____________
TO _____________________.
Commission file number: 0-25910
LOGANSPORT FINANCIAL CORP.
(Exact name of registrant specified in its charter)
Indiana 35-1945736
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
723 East Broadway
P.O. Box 569
Logansport, Indiana 46947
(Address of principal executive offices
including Zip Code)
(219) 722-3855
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such report), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [ ]
The number of shares of the Registrant's common stock, without par value, as of
August 1, 1997 was 1,260,620
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<PAGE>
.
Logansport Financial Corp.
Form 10-Q
Index
Page No.
PART 1. FINANCIAL INFORMATION
Item 1. Financial Statements 3
Consolidated Condensed Statement of Financial
Condition as of June 30, 1997 and December 31,
1996 (Unaudited)
Consolidated Condensed Statement of Income for the
three and six months ended June 30, 1997 and 1996
(Unaudited)
Consolidated Condensed Statement of Changes in
Shareholders' Equity for the six months ended June 30,
1997 and 1996 (Unaudited)
Consolidated Condensed Statement of Cash Flows for the
six months ended June 30, 1997 and 1996 (Unaudited)
Notes to Consolidated Financial Statements 8
Item 2. Management's Discussion and Analysis
of Financial Condition and Results
of Operations 10
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 14
Item 4. Submission of Matters to a Vote of Security Holders 14
Item 6. Exhibits and Reports of Form 8-K 14
SIGNATURES
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<PAGE>
LOGANSPORT FINANCIAL CORP.
Consolidated Condensed Statement of Financial Condition
(Unaudited)
<TABLE>
<CAPTION>
June 30, December 31,
1997 1996
-------------- ---------------
<S> <C> <C>
Assets
Cash $ 1,450,283 $ 997,552
Short-term interest bearing deposits 2,905,651 2,761,126
---------- ----------
Total cash and cash equivalents 4,355,934 3,758,678
Interest bearing deposits 100,000 100,000
Securities available for sale 14,920,694 14,303,105
Loans 59,717,570 57,038,066
Allowance for loan losses (227,628) (235,970)
----------- ----------
Net loans 59,489,942 56,802,096
Real estate owned 8,000
Premises and equipment 462,441 476,325
Federal Home Loan Bank stock, at cost 494,000 386,500
Cash value of life insurance 1,058,242 1,040,242
Other assets 2,262,331 801,547
------------- --------
Total assets $ 83,151,584 $ 77,668,493
=========== ===========
Liabilities
Deposits $ 60,399,596 $ 57,396,200
Borrowings 4,500,000 3,400,000
Dividends payable 126,040 125,638
Other liabilities 2,166,286 1,319,767
------------- -------------
Total liabilities 67,191,922 62,241,605
----------- -----------
Shareholders' Equity
Common stock 7,560,456 7,518,062
Retained earnings-substantially restricted 8,911,202 8,587,979
Unearned compensation (460,925) (522,382)
Net unrealized gain (loss) on securities
available for sale, net of tax (51,071) (156,771)
---------- ---------------
Total shareholders' equity 15,959,662 15,426,888
----------- -----------
Total liabilities and shareholders' equity $ 83,151,584 $ 77,668,493
=========== ===========
</TABLE>
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<PAGE>
LOGANSPORT FINANCIAL CORP.
Consolidated Condensed Statement of Income
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
Interest Income
Loans $1,235,099 $1,076,749 $2,432,517 $2,108,294
Investment securities
Taxable 208,911 252,752 402,318 488,499
Tax-exempt 29,525 31,680 60,231 62,534
Other interest and dividend income 53,370 42,130 106,686 82,687
------ ------ ------- ------
Total interest income 1,526,905 1,403,311 3,001,752 2,742,014
--------- --------- --------- ---------
Interest Expense
Deposits 707,487 638,729 1,391,834 1,265,661
Borrowings 53,757 14,985 97,951 28,799
------ ------ ------ ------
Total interest expense 761,244 653,714 1,489,785 1,294,460
------- ------- --------- ---------
Net Interest Income 765,661 749,597 1,511,967 1,447,554
Provision for losses on loans 5,000 3,000 8,000 6,000
----- ----- ----- -----
Net Interest Income After Provision for
Losses on Loans 760,661 746,597 1,503,967 1,441,554
------- ------- --------- ---------
Other Income
Service charges on deposit accounts 19,046 15,748 37,527 29,086
Net realized gains (losses) on
sales of securities (3,364) (31,527) 7,876
Recoveries on previously written-
off securities 9,709 17,291 13,083 17,291
Other income 12,655 11,463 25,571 22,710
------ ------ ------ ------
Total other income 41,410 41,138 44,654 76,963
------ ------ ------ ------
Other Expenses
Salaries and employee benefits 180,937 164,813 352,629 305,557
Net occupancy expenses 8,968 8,722 20,298 20,070
Equipment expenses 7,656 9,311 17,988 20,385
Deposit insurance expense 9,230 29,877 18,195 59,598
Computer processing fees 22,457 20,439 45,342 44,014
Other expenses 90,780 101,566 181,690 182,340
------ ------- ------- -------
Total other expenses 320,028 334,728 636,142 631,964
------- ------- ------- -------
Income Before Income Tax 482,043 453,007 912,479 886,553
Income tax expense 179,114 170,314 337,578 329,971
------- ------- ------- -------
Net Income $302,929 $282,693 $574,901 $556,582
======== ======== ======== ========
Earnings per share $.24 $.21 $.46 $.42
==== ==== ==== ====
Weighted average shares outstanding 1,258,767 1,322,500 1,257,577 1,322,500
</TABLE>
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<PAGE>
LOGANSPORT FINANCIAL CORP.
Consolidated Condensed Statement of Shareholders' Equity
(Unaudited)
Six Months Ended
June 30,
-----------------------------
1997 1996
----------- -----------
Beginning balance $ 15,426,888 $ 20,454,270
Net proceeds from exercise of stock options 42,394
Contribution for unearned compensation (614,567)
Amortization of unearned compensation 61,457 30,728
Dividends (251,678) (264,500)
Net change in unrealized gain (loss)
on securities available for sale 105,700 (341,446)
Net income 574,901 556,582
----------- -----------
Ending balance $ 15,959,662 $ 19,821,067
=========== ===========
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<PAGE>
LOGANSPORT FINANCIAL CORP.
Consolidated Condensed Statement of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
1997 1996
----------- -------------
<S> <C> <C>
Operating Activities
Net income $ 574,901 $ 556,582
Adjustments to reconcile net income to
net cash provided by operating activities
Provision for loan losses 8,000 6,000
Securities (gains) losses 31,527 (7,876)
Gain on sale of foreclosed real estate (1,136)
Securities amortization, net 42,623 14,260
Amortization of unearned compensation 61,457 30,728
Depreciation 19,463 18,417
Change in
Other assets (23,113) 399,510
Other liabilities 23,816 (129,684)
----------- -------------
Net cash provided by operating activities 737,538 887,937
----------- -------------
Investing Activities
Purchase of securities available for sale (3,293,858) (6,842,172)
Proceeds from available for sale maturities 400,000 750,000
Proceeds from sales of securities 1,067,562 3,964,115
Payments on mortgage and asset-backed
securities 607,288 1,926,203
Purchase of Federal Home Loan Bank Stock (107,500) (38,300)
Net changes in loans (2,702,544) (3,011,088)
Investment in real estate owned (166)
Purchase of premises and equipment (5,579) (64,184)
----------- -------------
Net cash used by investing activities (4,034,797) (3,315,426)
----------- -------------
</TABLE>
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<PAGE>
LOGANSPORT FINANCIAL CORP.
Consolidated Condensed Statement of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
-----------------------------
1997 1996
----------- ----------
<S> <C> <C>
Financing Activities
Net change in
Noninterest-bearing, interest-bearing
demand and savings deposits 643,853 1,309,278
Certificates of deposit 2,359,543 1,001,697
Short-term borrowings (1,400,000)
Payment of Federal Home Loan Bank advances (6,000,000)
Proceeds from Federal Home Loan Bank advances 8,500,000 1,000,000
Contribution for unearned compensation (614,567)
Proceeds from exercise of stock options 42,394
Dividends (251,275) (264,500)
----------- ----------
Net cash provided by financing
activities 3,894,515 2,431,908
----------- ----------
Net Change in Cash and Cash Equivalents 597,256 4,419
Cash and Cash Equivalents, Beginning of Period 3,758,678 3,242,579
----------- ----------
Cash and Cash Equivalents, End of Period $ 4,355,934 $ 3,246,998
========== ==========
Additional Cash Flow and Supplementary
Information
Interest paid $1,495,777 $1,306,248
Income tax paid 355,105 393,000
Dividends payable 126,040 132,250
</TABLE>
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<PAGE>
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
NOTE A: Basis of Presentation
The unaudited interim consolidated condensed financial statements include the
accounts of Logansport Financial Corp. (the "Company") and its subsidiary,
Logansport Savings Bank, FSB, (the "Bank").
The unaudited interim consolidated condensed financial statements have been
prepared in accordance with the instructions to Form 10-Q and, therefore, do not
include all information and disclosures required by generally accepted
accounting principles for complete financial statements. In the opinion of
management, the financial statements reflect all adjustments necessary to
present fairly the Company's financial position as of June 30, 1997, results of
operations for the three and six month periods ended June 30, 1997 and 1996 and
cash flows for the six month periods ended June 30, 1997 and 1996.
NOTE B: Plan of Conversion
Effective June 13, 1995, the Bank completed its conversion from a federally
chartered mutual savings bank to a federally chartered stock savings bank (the
"Conversion"), and became a wholly-owned subsidiary of the Company. In the
Conversion, the Company sold 1,322,500 shares of Common Stock, with no par value
("Common Stock"), for $10.00 per share and used all proceeds except $3,982,500
to acquire complete ownership of the Bank. Net proceeds of the Company's stock
issuance, after costs, were $12,670,006.
At a meeting of the Company's shareholders on April 9, 1996, the Board of
Directors submitted for shareholder approval a stock option plan (the "Stock
Option Plan"), and at that time made certain awards pursuant to the Stock Option
Plan. The plan was approved by the Company's shareholders. Common Stock in an
aggregate amount of 10.0% of the shares issued in the Conversion (132,250
shares) were reserved for issuance upon the exercise of options granted under
the Stock Option Plan. Options were granted under the Stock Option Plan for
108,691 shares of common stock and will have an exercise price per share equal
to $12.50, the fair market value of the shares on the date of grant. Pursuant to
the terms of the Option Plan and in order to ensure equivalent economic
consequence to the option holders following the special cash distribution paid
by the Company on December 10, 1996, the number of options granted was adjusted
to 129,340 at a per share option price of $10.53. The Company accounts for
stock-based compensation as prescribed in Accounting Principles Board Opinion
No. 25, Accounting for Stock Issued to Employees, with appropriate proforma
disclosures made in the notes to its annual audited financial statements.
-8-
<PAGE>
Additionally, at a meeting of the Company's shareholders held on April 9, 1996,
the Board of Directors submitted for shareholder approval a Management
Recognition and Retention Plan and Trust (the "RRP"). The RRP was approved by
the shareholders. The Bank will contribute funds to the RRP to enable it to
acquire an aggregate amount of Common Stock equal to up to 4.0% of the shares
issued in the Conversion (52,900 shares), either directly from the Company or in
the open market. Shares awarded under the RRP will vest at a rate of 20% at the
end of each full twelve months of service with the Bank after the date of grant.
As of April 9, 1996, the number of shares awarded under the RRP was 46,675. All
of these shares were acquired in the open market for an average price of $13.17.
NOTE C: Cash Dividends and Earnings Per Share
A cash dividend of $.10 per common share was declared on June 10,1997, payable
on July 10, 1997, to stockholders of record as of June 24, 1997. Earnings per
share was computed based upon the weighted average common shares outstanding
during the period subsequent to the Bank's conversion to a stock savings bank on
June 13, 1995.
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<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operation.
Financial Condition
Total assets were $83.2 million at June 30,1997 compared to $77.7 million at
December 31, 1996, an increase of $5.5 million or 7.1%. Funds were obtained
primarily from a growth in deposits of $3.0 million and an increase in Federal
Home Loan Bank advances, and were invested in securities, loans and a $1.5
million equity investment in a limited partnership which will construct and
manage residential real estate apartments for low and moderate income residents.
The investment reflects a 49.5% participation in the partnership. This
affordable housing project is expected to generate significant tax credits for
the Bank in future years. The investment resulted in an increase to total assets
of $1.5 million with a corresponding increase in other liabilities; however, no
capital contributions were required at inception. Capital contributions are due
over the course of the next twelve years and will be used to repay principal and
interest of tax exempt bonds and equity bridge loans used to finance
construction of the development. Securities increased slightly from $14.3
million at December 31, 1996 to $14.9 million at June 30,1997. Net loans
increased $2.7 million, or 4.7%, from $56.8 million at December 31, 1996 to
$59.5 million at June 30, 1997. Loan demand was stronger during the second
quarter and pay-offs slowed resulting in the increase.
Deposits were $60.4 million at June 30,1997 compared to $57.4 million at
December 31, 1996, or an increase of $3.0 million in the first two quarters of
1997. During the quarter ended March 31, 1997, the Company's note to another
bank was repaid with the proceeds of a Bank dividend to the Company. The Bank
currently has a $1.5 million putable advance due in two years from the Federal
Home Loan Bank. The rate is guaranteed for one year at which time the Federal
Home Loan Bank may convert the advance to a periodic adjustable advance. If this
is done the Bank has the option to prepay the advance without a fee. The Bank
also has $3.0 million in short-term adjustable rate advances.
Shareholders' equity was $16.0 million at June 30, 1997 and $15.4 million at
December 31, 1996. The payment of dividends, a decrease in the unrealized loss
on securities available for sale, the amortization of unearned compensation, the
exercise of stock options, and net income combined to result in an increase of
$532,774 for the six months ended June 30, 1997.
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<PAGE>
Results of Operations
Comparison of the Three Months Ended June 30, 1997 and June 30, 1996
Net income for the Company for the three months ended June 30,1997 was $302,929
compared with $282,693 for the three months ended June 30, 1996. This is an
increase of $20,236 or 7.2%. Net interest income increased $16,064 while total
other expenses decreased $14,700 and taxes increased $8,800. The major
contributor to the increase in interest income was the growth in the loan
portfolio during the past calendar year. Loans were $52.9 million at June 30,
1996 compared to $59.7 million at June 30, 1997. However, a corresponding
increase in deposits from $54.8 million at June 30, 1996 to $60.4 million at
June 30, 1997 resulted in little change in overall net interest income.
The provision for loan losses was $5,000 for the three months ended June 30,
1997 and $3,000 for the quarter ended June 30, 1996. Net loan chargeoffs were
$16,300 for the three months ended June 30, 1997. No loan chargeoffs were
recorded for the 1996 period. Non-performing loans increased to $500,000, or
0.84% of loans at June 30, 1997 from $406,000, or 0.71% of loans at December 31,
1996. Loan loss reserves amounted to $227,628, or 0.38% of total loans at June
30, 1997 compared to $235,970, or 0.41% at December 31, 1996.
Other income increased by $272. During the quarter, a recovery of $9,709 was
recorded on a security that had been written-off previously compared to
recoveries of $17,291 for the 1996 quarter. Service charges on deposit accounts
increased by $3,298 or 20.9% from June 30, 1997 over June 30, 1996. Securities
losses of $3,364 were recorded for the three months ended June 30, 1996.
Total other expenses decreased $14,700 or 4.4 % in the three months ending June
30, 1997 compared to June 30, 1996. Salaries and employee benefits increase
$16,124 or 9.8 %. Approximately $5,000 is the result of the FICA expense related
to the Bank's RRP plan adopted April 9, 1996. The balance is the result of
additional accruals for the 1997 year-end bonus plan. Deposit insurance expense
decreased $20,647 or 69.1% from $29,877 for the quarter ended June 30, 1996 to
$9,230 for the quarter ending June 30, 1997. This reduction is due to the
recapitalization of the Savings Association Insurance Fund and the resulting
decline in the assessment. The decrease in other expenses of $10,786 is an
offset to the increase reflected in the first quarter of 1997 and is the result
of the timing of payments which were made for legal expenses, accounting fees
and the printing of the annual report.
The Company's effective tax rate for the three months ended June 30, 1997 was
37.2% compared to 37.6% for the three months ended June 30,1996.
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<PAGE>
Comparison of the Six Months Ended June 30,1997 and June 30, 1996
Net income for the Company for the six months ended June 30, 1997 was $574,901
compared with $556,582 for the six months ended June 30, 1996. This is an
increase of $18,319 or 3.3%. Interest income increased $259,738 as a result of
the increase in the loan portfolio and a favorable interest rate environment.
Interest expense increased only $195,325 resulting in an improvement in net
interest income of $64,413 or 4.4% when comparing the six months ended June 30,
1997 to the six months ended June 30, 1996.
The provision for loan losses was $8,000 for the six months ended June 30, 1997
and $6,000 for the six months ended June 30, 1996. There were no properties
taken into real estate owned in the period ended June 30, 1996 and no loans were
written off. Two properties were taken into real estate owned for the six months
ended June 30, 1997 and one was written down as discussed in the previous
section.
Other income decreased by $32,309 or 42.0% primarily because of the $31,527 loss
on the sale of available for sale securities. Service charges on deposit
accounts increased $8,441 or 29.0%. This increase is a result of an increase in
the volume of transaction accounts. There was a nonrecurring recovery on
securities previously written off of $13,083 for the six months ended June 30,
1997 and $17,291 for the period ending June 30, 1996.
Total other expenses increased only $4,178 or .66% for the six months ending
June 30, 1997 compared to the six months ended June 30, 1996. Salary and
employee benefits increased $47,072 or 15.4%. This is primarily the result of
the amortization of the expense associated with the RRP Plan. The plan was
effective for three months of the six months period ending June 30, 1996 and
resulted in amortization expense of $30,728 for the six months ended June 30,
1996. The plan, for the six months period ending June 30, 1997, resulted in
amortization expense of $61,457. These increases were offset by the decrease in
deposit insurance expense of $41,403. Deposit insurance expense was $59,598 for
the six months ending June 30, 1996 and $18,195 for the six months ending June
30, 1997. All other expenses were generally consistent for the two periods.
The Company's effective tax rate for the six months ended June 30,1997 was 37.0%
compared to 37.2% for the six months ended June 30, 1996.
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<PAGE>
Capital Resources
Pursuant to OTS capital regulations, savings associations must currently meet a
1.5% tangible capital requirement, a 3% leverage ratio (or core capital)
requirement, and total risk-based capital to risk- weighted assets ratio of 8%.
At June 30, 1997, the Bank's tangible capital ratio was 18.9%, its leverage
ratio was 18.9%, and its risk-based capital to risk-weighted assets ratio was
35.2%. Therefore, the Bank's capital significantly exceeded all of the capital
requirements currently in effect. The following table provides the minimum
regulatory capital requirements and the Bank's capital ratios as of June 30,
1997.
Capital Standard Required Bank's Excess
- ---------------- -------- ------ ------
Tangible (1.5%) $1,242,000 $15,679,000 $14,437,000
Core (3.0%) 2,483,000 15,679,000 13,196,000
Risk-based (8.0%) 3,614,000 15,907,000 12,293,000
Liquidity
The standard measure of liquidity for savings associations is the ratio of cash
and eligible investments to a certain percentage of net withdrawable savings
account and borrowings due within one year. The minimum required ratio is
currently set by the Office of Thrift Supervision at 5%, of which 1% must be
comprised of short-term investments. At June 30, 1997 the Company's ratio was
10.12%, of which 7.08% was comprised of short-term investments.
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<PAGE>
Part II. OTHER INFORMATION
Item 1. Legal Proceedings
Neither the Bank nor the Company were, during the three-month period ended June
30, 1997, involved in any legal proceeding of a material nature. From time to
time, the Bank is a party to legal proceedings wherein it enforces its security
interests in connection with its mortgage and other loans.
Item 4. Submission of Matters to a Vote of Security Holders
On April 8, 1997, the Company held its 1996 annual meeting of shareholders. A
total of 948,828 shares, or 75.52% of the Company's shares outstanding, were
represented at the meeting either in person or by proxy.
Two directors were nominated by the Company's Board of Directors to serve new
three year terms or until their successors are duly chosen and qualified. This
was the only item of business at the meeting. These nominees, and the voting
results for each are listed below.
<TABLE>
<CAPTION>
Broker
For Withheld Abstain Non-Votes
------- -------- ------- ---------
<S> <C> <C> <C> <C>
Norbert E. Adrian (three year term) 946,803 2,025 0 0
William Tincher, Jr. (three year term) 948,328 500 0 0
</TABLE>
The continuing directors and the remaining amount of their terms are listed
below.
Donald G. Pollitt (one year term) David G. Wihebrink (two year term)
Susanne S. Ridlen (one year term) Thomas G. Williams (two year term)
Charles J. Evans (two year term)
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits.
The following exhibits are attached to this report on Form
10-Q:
3(1) The Articles of Incorporation of the Registrant are
incorporated by reference to Exhibit 3(1) to the
Registration Statement on Form S-1(Registration No.
33-89788)
3(2) The Code of By-Laws of the Registrant
(27) Financial Data Schedule
(b) Reports on Form 8-K.
The Registrant filed no reports on Form 8-K during the fiscal
quarter ended June 30,1997.
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<PAGE>
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this report to be signed on behalf of the
undersigned thereto duly authorized.
Logansport Financial Corp.
Date: August 12, 1997 By: /s/ Thomas G. Williams
--------------------------------------
Thomas G. Williams, President
and Chief Executive Officer
Date: August 12, 1997 By: /s/ Dottye Robeson
--------------------------------------
Dottye Robeson, Secretary and
Treasurer
-15-
CODE OF BY-LAWS
OF
LOGANSPORT FINANCIAL CORP.
ARTICLE I
Offices
Section 1. Principal Office. The principal office (the "Principal Office")
of Logansport Financial Corp. (the "Corporation") shall be at 723 East Broadway,
Logansport, Indiana 46947, or such other place as shall be determined by
resolution of the Board of Directors of the Corporation (the "Board").
Section 2. Other Offices. The Corporation may have such other offices at
such other places within or without the State of Indiana as the Board may from
time to time designate, or as the business of the Corporation may require.
ARTICLE II
Seal
Section 1. Corporate Seal. The corporate seal of the Corporation (the
"Seal") shall be circular in form and shall have inscribed thereon the words
"LOGANSPORT FINANCIAL CORP." and "INDIANA." In the center of the seal shall
appear the word "Seal." Use of the Seal or an impression thereof shall not be
required, and shall not affect the validity of any instrument whatsoever.
ARTICLE III
Shareholder Meetings
Section 1. Place of Meeting. Every meeting of the shareholders of the
Corporation (the "Shareholders") shall be held at the Principal Office, unless a
different place is specified in the notice or waiver of notice of such meeting
or by resolution of the Board or the Shareholders, in which event such meeting
may be held at the place so specified, either within or without the State of
Indiana.
Section 2. Annual Meeting. The annual meeting of the Shareholders (the
"Annual Meeting") shall be held each year at 3:00 o'clock P.M. on the second
Tuesday in April (or, if such day is a legal holiday, on the next succeeding day
not a legal holiday), for the purpose of electing directors of the Corporation
("Directors") and for the transaction of such other business as may legally come
before the Annual Meeting. If for any reason the Annual Meeting shall not be
held at the date and time herein provided, the same may be held at any time
thereafter, or the business to be transacted at such Annual Meeting may be
transacted at any special meeting of the Shareholders (a "Special Meeting")
called for that purpose.
Section 3. Notice of Annual Meeting. Written or printed notice of the
Annual Meeting, stating the date, time and place thereof, shall be delivered or
mailed by the Secretary or an Assistant Secretary to each Shareholder of record
entitled to notice of such Meeting, at such address as appears on the records of
the Corporation, at least ten and not more than sixty days before the date of
such Meeting.
Section 4. Special Meetings. Special Meetings, for any purpose or purposes
(unless otherwise prescribed by law), may be called by only the Chairman of the
Board of Directors (the "Chairman"), if any, or by the Board, pursuant to a
resolution adopted by a majority of the total number of Directors of the
Corporation, to vote on the business proposed to be transacted thereat. All
requests for Special Meetings shall state the purpose or purposes thereof, and
the business transacted at such Meeting shall be confined to the purposes stated
in the call and matters germane thereto.
- 1 -
<PAGE>
Section 5. Notice of Special Meetings. Written or printed notice of all
Special Meetings, stating the date, time, place and purpose or purposes thereof,
shall be delivered or mailed by the Secretary or the President or any Vice
President calling the Meeting to each Shareholder of record entitled to notice
of such Meeting, at such address as appears on the records of the Corporation,
at least ten and not more than sixty days before the date of such Meeting.
Section 6. Waiver of Notice of Meetings. Notice of any Annual or Special
Meeting (a "Meeting") may be waived in writing by any Shareholder, before or
after the date and time of the Meeting specified in the notice thereof, by a
written waiver delivered to the Corporation for inclusion in the minutes or
filing with the corporate records. A Shareholder's attendance at any Meeting in
person or by proxy shall constitute a waiver of (a) notice of such Meeting,
unless the Shareholder at the beginning of the Meeting objects to the holding of
or the transaction of business at the Meeting, and (b) consideration at such
Meeting of any business that is not within the purpose or purposes described in
the Meeting notice, unless the Shareholder objects to considering the matter
when it is presented.
Section 7. Quorum. At any Meeting, the holders of a majority of the voting
power of all shares of the Corporation (the "Shares") issued and outstanding and
entitled to vote at such Meeting (after giving effect to the provisions in
Article 11 of the Articles of Incorporation of the Corporation, as the same may,
from time to time, be amended (the "Articles")), represented in person or by
proxy, shall constitute a quorum for the election of Directors or for the
transaction of other business, unless otherwise provided by law, the Articles or
this Code of By-Laws, as the same may, from time to time, be amended (these
"By-Laws"). If, however, a quorum shall not be present or represented at any
Meeting, the Shareholders entitled to vote thereat, present in person or
represented by proxy, shall have power to adjourn the Meeting from time to time,
without notice other than announcement at the Meeting of the date, time and
place of the adjourned Meeting, unless the date of the adjourned Meeting
requires that the Board fix a new record date (the "Record Date") therefor, in
which case notice of the adjourned Meeting shall be given. At such adjourned
Meeting, if a quorum shall be present or represented, any business may be
transacted that might have been transacted at the Meeting as originally
scheduled.
Section 8. Voting. At each Meeting, every Shareholder entitled to vote
shall have one vote for each Share standing in his name on the books of the
Corporation as of the Record Date fixed by the Board for such Meeting, except as
otherwise provided by law or the Articles, and except that no Share shall be
voted at any Meeting upon which any installment is due and unpaid and no share
which is not entitled to vote pursuant to Article 11 of the Articles shall be
voted at any Meeting. Voting for Directors and, upon the demand of any
Shareholder, voting upon any question properly before a Meeting, shall be by
ballot. A plurality vote shall be necessary to elect any Director, and on all
other matters, the action or a question shall be approved if the number of votes
cast thereon in favor of the action or question exceeds the number of votes cast
opposing the action or question, except as otherwise provided by law or the
Articles.
Section 9. Shareholder List. The Secretary shall prepare before each
Meeting a complete list of the Shareholders entitled to notice of such Meeting,
arranged in alphabetical order by class of Shares (and each series within a
class), and showing the address of, and the number of Shares entitled to vote
held by, each Shareholder (the "Shareholder List"). Beginning five business days
before the Meeting and continuing throughout the Meeting, the Shareholder List
shall be on file at the Principal Office or at a place identified in the Meeting
notice in the city where the Meeting will be held, and shall be available for
inspection by any Shareholder entitled to vote at the Meeting. On written
demand, made in good faith and for a proper purpose and describing with
reasonable particularity the Shareholder's purpose, and if the Shareholder List
is directly connected with the Shareholder's purpose, a Shareholder (or such
Shareholder's agent or attorney authorized in writing) shall be entitled to
inspect and to copy the Shareholder List, during regular business hours and at
the Shareholder's expense, during the period the Shareholder List is available
for inspection. The original stock register or transfer book (the "Stock Book"),
or a duplicate thereof kept in the State of Indiana, shall be the only evidence
as to who are the Shareholders entitled to examine the Shareholder List, or to
notice of or to vote at any Meeting.
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Section 10. Proxies. A Shareholder may vote either in person or by proxy
executed in writing by the Shareholder or a duly authorized attorney-in-fact. No
proxy shall be valid after eleven months from the date of its execution, unless
a shorter or longer time is expressly provided therein.
Section 11. Notice of Shareholder Business. At an Annual Meeting of the
Shareholders, only such business shall be conducted as shall have been properly
brought before the Meeting. To be properly brought before an Annual Meeting,
business must be (a) specified in the notice of Meeting (or any supplement
thereto) given by or at the direction of the Board, (b) otherwise properly
brought before the Meeting by or at the direction of the Board, or (c) otherwise
properly brought before the Meeting by a Shareholder. For business to be
properly brought before an Annual Meeting by a Shareholder, the Shareholder must
have the legal right and authority to make the Proposal for consideration at the
Meeting and the Shareholder must have given timely notice thereof in writing to
the Secretary of the Corporation. To be timely, a Shareholder's notice must be
delivered to or mailed and received at the principal executive offices of the
Corporation, not less than 60 days prior to the Meeting; provided, however, that
in the event that less than 70 days' notice or prior public disclosure of the
date of the Meeting is given or made to Shareholders (which notice or public
disclosure shall include the date of the Annual Meeting specified in these
By-Laws, if such By-Laws have been filed with the Securities and Exchange
Commission and if the Annual Meeting is held on such date), notice by the
Shareholder 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 Annual Meeting was mailed or such public disclosure was made. A
Shareholder's notice to the Secretary shall set forth as to each matter the
Shareholder proposes to bring before the Annual Meeting (a) 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, (b) the name and record
address of the Shareholders proposing such business, (c) the class and number of
shares of the Corporation which are beneficially owned by the Shareholder, and
(d) any material interest of the Shareholder in such business. Notwithstanding
anything in these By-Laws to the contrary, no business shall be conducted at an
Annual Meeting except in accordance with the procedures set forth in this
Section 11. The Chairman of an Annual Meeting shall, if the facts warrant,
determine and declare to the Meeting that business was not properly brought
before the Meeting and in accordance with the provisions of this Section 11, and
if he should so determine, he shall so declare to the Meeting and any such
business not properly brought before the Meeting shall not be transacted. At any
Special Meeting of the Shareholders, only such business shall be conducted as
shall have been brought before the Meeting by or at the direction of the Board
of Directors.
Section 12. Notice of Shareholder Nominees. Only persons who are nominated
in accordance with the procedures set forth in this Section 12 shall be eligible
for election as Directors. Nominations of persons for election to the Board may
be made at a Meeting of Shareholders by or at the direction of the Board of
Directors, by any nominating committee or person appointed by the Board of
Directors or by any Shareholder 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 12. Such nominations, other than those made by or at the
direction of the Board, shall be made pursuant to timely notice in writing to
the Secretary of the Corporation. To be timely, a Shareholder's notice shall be
delivered to or mailed and received at the principal executive offices of the
Corporation not less than 60 days prior to the Meeting; provided, however, that
in the event that less than 70 days' notice or prior public disclosure of the
date of the Meeting is given or made to Shareholders (which notice or public
disclosure shall include the date of the Annual Meeting specified in these
By-Laws, if such By-Laws have been filed with the Securities and Exchange
Commission and if the Annual Meeting is held on such date), notice by the
Shareholders 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 public disclosure was made. Such Shareholder's
notice shall set forth (a) as to each person whom the Shareholder proposes to
nominate for election or re-election as a Director, (i) the name, age, business
address and residence address of such person, (ii) the principal occupation or
employment of such person, (iii) the class and number of shares of the
Corporation which are beneficially owned by such person and (iv) any other
information relating to such person that is required to be disclosed in
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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 without limitation such person's written consent to being
named in the proxy statement as a nominee and to serving as a Director if
elected); and (b) as to the Shareholder giving the notice (i) the name and
record address of such Shareholder and (ii) the class and number of shares of
the Corporation which are beneficially owned by such Shareholder. No person
shall be eligible for election as a Director of the Corporation unless nominated
in accordance with the procedures set forth in this Section 12. The Chairman of
the Meeting shall, if the facts warrant, determine and declare to the Meeting
that a nomination was not made in accordance with the procedures prescribed by
these By-Laws, and if he should so determine, he shall so declare to the Meeting
and the defective nomination shall be disregarded.
ARTICLE IV
Board of Directors
Section 1. Number. The business and affairs of the Corporation shall be
managed by a Board of not less than five (5) nor more than fifteen (15)
Directors, as may be specified from time to time by resolution adopted by a
majority of the total number of the Corporation's Directors, divided into three
classes as provided in the Articles. If and whenever the Board of Directors has
not specified the number of Directors, the number shall be seven (7). The Board
may elect or appoint, from among its members, a Chairman of the Board (the
"Chairman"), who need not be an officer (an "Officer") or employee of the
Corporation. The Chairman, if elected or appointed, shall preside at all
Shareholder Meetings and Board Meetings and shall have such other powers and
perform such other duties as are incident to such position and as may be
assigned by the Board.
Section 2. Vacancies and Removal. Any vacancy occurring in the Board shall
be filled as provided in the Articles. Shareholders shall be notified of any
increase in the number of Directors and the name, principal occupation and other
pertinent information about any Director elected by the Board to fill any
vacancy. Any Director, or the entire Board, may be removed from office only as
provided in the Articles.
Section 3. Powers and Duties. In addition to the powers and duties
expressly conferred upon it by law, the Articles or these By-Laws, the Board may
exercise all such powers of the Corporation and do all such lawful acts and
things as are not inconsistent with the law, the Articles or these By-Laws.
Section 4. Annual Board Meeting. Unless otherwise determined by the Board,
the Board shall meet each year immediately after the Annual Meeting, at the
place where such Meeting has been held, for the purpose of organization,
election of Officers of the Corporation (the "Officers") and consideration of
any other business that may properly be brought before such annual meeting of
the Board (the "Annual Board Meeting"). No notice shall be necessary for the
holding of the Annual Board Meeting. If the Annual Board Meeting is not held as
above provided, the election of Officers may be held at any subsequent duly
constituted meeting of the Board (a "Board Meeting").
Section 5. Regular Board Meetings. Regular meetings of the Board ("Regular
Board Meetings") may be held at stated times or from time to time, and at such
place, either within or without the State of Indiana, as the Board may
determine, without call and without notice.
Section 6. Special Board Meetings. Special meetings of the Board ("Special
Board Meetings") may be called at any time or from time to time, and shall be
called on the written request of at least two Directors, by the Chairman or the
President, by causing the Secretary or any Assistant Secretary to give to each
Director, either personally or by mail, telephone, telegraph, teletype or other
form of wire or wireless communication at least two days' notice of the date,
time and place of such Meeting. Special Board Meetings shall be held at the
Principal Office or at such other place, within or without the State of Indiana,
as shall be specified in the respective notices or waivers of notice thereof.
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Section 7. Waiver of Notice and Assent. A Director may waive notice of any
Board Meeting before or after the date and time of the Board Meeting stated in
the notice by a written waiver signed by the Director and filed with the minutes
or corporate records. A Director's attendance at or participation in a Board
Meeting shall constitute a waiver of notice of such Meeting and assent to any
corporate action taken at such Meeting, unless (a) the Director at the beginning
of such Meeting (or promptly upon his arrival) objects to holding of or
transacting business at the Meeting and does not thereafter vote for or assent
to action taken at the Meeting; (b) the Director's dissent or abstention from
the action taken is entered in the minutes of such Meeting; or (c) the Director
delivers written notice of his dissent or abstention to the presiding Director
at such Meeting before its adjournment, or to the Secretary immediately after
its adjournment. The right of dissent or abstention is not available to a
Director who votes in favor of the action taken.
Section 8. Quorum. At all Board Meetings, a majority of the number of
Directors designated for the full Board (the "Full Board") shall be necessary to
constitute a quorum for the transaction of any business, except (a) that for the
purpose of filling of vacancies a majority of Directors then in office shall
constitute a quorum, and (b) that a lesser number may adjourn the Meeting from
time to time until a quorum is present. The act of a majority of the Board
present at a Meeting at which a quorum is present shall be the act of the Board,
unless the act of a greater number is required by law, the Articles or these
By-Laws.
Section 9. Audit and Other Committees of the Board. The Board shall, by
resolution adopted by a majority of the Full Board, designate an Audit Committee
comprised of two or more Directors, which shall have such authority and exercise
such duties as shall be provided by resolution of the Board. The Board may, by
resolution adopted by such majority, also designate other regular or special
committees of the Board ("Committees"), in each case comprised of two or more
Directors and to have such powers and exercise such duties as shall be provided
by resolution of the Board.
Section 10. Resignations. Any Director may resign at any time by giving
written notice to the Board, The Chairman, the President or the Secretary. Any
such resignation shall take effect when delivered unless the notice specifies a
later effective date. Unless otherwise specified in the notice, the acceptance
of such resignation shall not be necessary to make it effective.
Section 11. Age Limitations. No person seventy (70) years of age or older
shall be eligible for election, reelection, appointment, or reappointment to the
Board. No Director shall serve as such beyond the Annual Meeting of the
Corporation immediately following the Director becoming seventy (70) years of
age, except that a director serving as a director of any of the Corporation's
subsidiaries on December 29, 1992 may complete the term as Director. A Director
may be exempted from this provision, one term only, by a resolution passed by a
two-thirds vote of the Board (amended May 13, 1997).
ARTICLE V
Officers
Section 1. Officers. The Officers shall be the President, one or more Vice
Presidents, the Secretary and the Treasurer, and may include one or more
Assistant Secretaries, one or more Assistant Treasurers, a Comptroller and one
or more Assistant Comptrollers. Any two or more offices may be held by the same
person. The Board may from time to time elect or appoint such other Officers as
it shall deem necessary, who shall exercise such powers and perform such duties
as may be prescribed from time to time by these By-Laws or, in the absence of a
provision in these By-Laws in respect thereto, as may be prescribed from time to
time by the Board.
Section 2. Election of Officers. The Officers shall be elected by the Board
at the Annual Board Meeting and shall hold office for one year or until their
respective successors shall have been duly elected and shall have qualified;
provided, however, that the Board may at any time elect one or more persons to
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new or different offices and/or change the title, designation and duties and
responsibilities of any of the Officers consistent with the law, the Articles
and these By-Laws.
Section 3. Vacancies; Removal. Any vacancy among the Officers may be filled
for the unexpired term by the Board. Any Officer may be removed at any time by
the affirmative vote of a majority of the Full Board.
Section 4. Delegation of Duties. In the case of the absence, disability,
death, resignation or removal from office of any Officer, or for any other
reason that the Board shall deem sufficient, the Board may delegate, for the
time being, any or all of the powers or duties of such Officer to any other
Officer or to any Director.
Section 5. President. The President shall be a Director and, subject to the
control of the Board, shall have general charge of and supervision and authority
over the business and affairs of the Corporation, and shall have such other
powers and perform such other duties as are incident to this office and as may
be assigned to him by the Board. In the case of the absence or disability of the
Chairman or if no Chairman shall be elected or appointed by the Board, the
President shall preside at all Shareholder Meetings and Board Meetings.
Section 6. Vice Presidents. Each of the Vice Presidents shall have such
powers and perform such duties as may be prescribed for him by the Board or
delegated to him by the President. In the case of the absence, disability,
death, resignation or removal from office of the President, the powers and
duties of the President shall, for the time being, devolve upon and be exercised
by the Executive Vice President, if there be one, and if not, then by such one
of the Vice Presidents as the Board or the President may designate, or, if there
be but one Vice President, then upon such Vice President; and he shall
thereupon, during such period, exercise and perform all of the powers and duties
of the President, except as may be otherwise provided by the Board.
Section 7. Secretary. The Secretary shall have the custody and care of the
Seal, records, minutes and the Stock Book of the Corporation; shall attend all
Shareholder Meetings and Board Meetings, and duly record and keep the minutes of
their proceedings in a book or books to be kept for that purpose; shall give or
cause to be given notice of all Shareholder Meetings and Board Meetings when
such notice shall be required; shall file and take charge of all papers and
documents belonging to the Corporation; and shall have such other powers and
perform such other duties as are incident to the office of secretary of a
business corporation, subject at all times to the direction and control of the
Board and the President.
Section 8. Assistant Secretaries. Each of the Assistant Secretaries shall
assist the Secretary in his duties and shall have such other powers and perform
such other duties as may be prescribed for him by the Board or delegated to him
by the President. In case of the absence, disability, death, resignation or
removal from office of the Secretary, his powers and duties shall, for the time
being, devolve upon such one of the Assistant Secretaries as the Board, the
President or the Secretary may designate, or, if there be but one Assistant
Secretary, then upon such Assistant Secretary; and he shall thereupon, during
such period, exercise and perform all of the powers and duties of the Secretary,
except as may be otherwise provided by the Board.
Section 9. Treasurer. The Treasurer shall have control over all records of
the Corporation pertaining to moneys and securities belonging to the
Corporation; shall have charge of, and be responsible for, the collection,
receipt, custody and disbursements of funds of the Corporation; shall have the
custody of all securities belonging to the Corporation; shall keep full and
accurate accounts of receipts and disbursements in books belonging to the
Corporation; and shall disburse the funds of the Corporation as may be ordered
by the Board, taking proper receipts or making proper vouchers for such
disbursements and preserving the same at all times during his term of office.
When necessary or proper, he shall endorse on behalf of the Corporation all
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checks, notes or other obligations payable to the Corporation or coming into his
possession for or on behalf of the Corporation, and shall deposit the funds
arising therefrom, together with all other funds and valuable effects of the
Corporation coming into his possession, in the name and the credit of the
Corporation in such depositories as the Board from time to time shall direct, or
in the absence of such action by the Board, as may be determined by the
President or any Vice President. If the Board has not elected a Comptroller or
an Assistant Comptroller, or in the absence or disability of the Comptroller and
each Assistant Comptroller or if, for any reason, a vacancy shall occur in such
offices, then during such period the Treasurer shall have, exercise and perform
all of the powers and duties of the Comptroller. The Treasurer shall also have
such other powers and perform such other duties as are incident to the office of
treasurer of a business corporation, subject at all times to the direction and
control of the Board and the President.
If required by the Board, the Treasurer shall give the Corporation a bond,
in such an amount and with such surety or sureties as may be ordered by the
Board, for the faithful performance of the duties of his office and for the
restoration to the Corporation, in case of his death, resignation, retirement or
removal from office, of all books, papers, vouchers, money and other property of
whatever kind in his possession or under his control belonging to the
Corporation.
Section 10. Assistant Treasurers. Each of the Assistant Treasurers shall
assist the Treasurer in his duties, and shall have such other powers and perform
such other duties as may be prescribed for him by the Board or delegated to him
by the President. In case of the absence, disability, death, resignation or
removal from office of the Treasurer, his powers and duties shall, for the time
being, devolve upon such one of the Assistant Treasurers as the Board, the
President or the Treasurer may designate, or, if there be but one Assistant
Treasurer, then upon such Assistant Treasurer; and he shall thereupon, during
such period, exercise and perform all the powers and duties of the Treasurer
except as may be otherwise provided by the Board. If required by the Board, each
Assistant Treasurer shall likewise give the Corporation a bond, in such amount
and with such surety or sureties as may be ordered by the Board, for the same
purposes as the bond that may be required to be given by the Treasurer.
Section 11. Comptroller. The Comptroller shall have direct control over all
accounting records of the Corporation pertaining to moneys, properties,
materials and supplies, including the bookkeeping and accounting departments;
shall have direct supervision over the accounting records in all other
departments pertaining to moneys, properties, materials and supplies; shall
render to the President and the Board, at Regular Board Meetings or whenever the
same shall be required, an account of all his transactions as Comptroller and of
the financial condition of the Corporation; and shall have such other powers and
perform such other duties as are incident to the office of comptroller of a
business corporation, subject at all times to the direction and control of the
Board and the President.
Section 12. Assistant Comptrollers. Each of the Assistant Comptrollers
shall assist the Comptroller in his duties, and shall have such other powers and
perform such other duties as may be prescribed for him by the Board or delegated
to him by the President. In case of the absence, disability, death, resignation
or removal from office of the Comptroller, his powers and duties shall, for the
time being, devolve upon such one of the Assistant Comptrollers as the Board,
the President or the Comptroller may designate, or, if there be but one
Assistant Comptroller, then upon such Assistant Comptroller; and he shall
thereupon, during such period, exercise and perform all the powers and duties of
the Comptroller, except as may be otherwise provided by the Board.
Section 13. Age Limitations. No person seventy (70) years of age or older
shall be eligible for election, reelection, appointment, or reappointment as an
Officer of the Corporation. No Officer shall serve beyond the Annual Meeting of
the Corporation immediately following the Officer becoming seventy (70) years of
age, except that an officer serving as an officer of any of the Corporation's
subsidiary on December 29, 1992, shall not be affected by this limitation.
However, an officer shall, at the option of the Board, retire at age 55 if the
Officer has served in an executive or high policy-making post for at least two
years immediately prior to retirement and is immediately entitled to
non-forfeitable annual retirement benefits in accordance with the Employee
Retirement Income Security Act of 1974, as amended.
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ARTICLE VI
Certificates for Shares
Section 1. Certificates. Certificates for Shares ("Certificates") shall be
in such form, consistent with law and the Articles, as shall be approved by the
Board. Certificates for each class, or series within a class, of Shares, shall
be numbered consecutively as issued. Each Certificate shall state the name of
the Corporation and that it is organized under the laws of the State of Indiana;
the name of the registered holder; the number and class and the designation of
the series, if any, of the Shares represented thereby; and a summary of the
designations, relative rights, preferences and limitations applicable to such
class and, if applicable, the variations in rights, preferences and limitations
determined for each series and the authority of the Board to determine such
variations for future series; provided, however, that such summary may be
omitted if the Certificate states conspicuously on its front or back that the
Corporation will furnish the Shareholder such information upon written request
and without charge. Each Certificate shall be signed (either manually or in
facsimile) by (i) the President or a Vice President and (ii) the Secretary or an
Assistant Secretary, or by any two or more Officers that may be designated by
the Board, and may have affixed thereto the Seal, which may be a facsimile,
engraved or printed.
Section 2. Record of Certificates. Shares shall be entered in the Stock
Book as they are issued, and shall be transferable on the Stock Book by the
holder thereof in person, or by his attorney duly authorized thereto in writing,
upon the surrender of the outstanding Certificate therefor properly endorsed.
Section 3. Lost or Destroyed Certificates. Any person claiming a
Certificate to be lost or destroyed shall make affidavit or affirmation of that
fact and, if the Board or the President shall so require, shall give the
Corporation and/or the transfer agents and registrars, if they shall so require,
a bond of indemnity, in form and with one or more sureties satisfactory to the
Board or the President and/or the transfer agents and registrars, in such amount
as the Board or the President may direct and/or the transfer agents and
registrars may require, whereupon a new Certificate may be issued of the same
tenor and for the same number of Shares as the one alleged to be lost or
destroyed.
Section 4. Shareholder Addresses. Every Shareholder shall furnish the
Secretary with an address to which notices of Meetings and all other notices may
be served upon him or mailed to him, and in default thereof notices may be
addressed to him at his last known address or at the Principal Office.
ARTICLE VII
Corporate Books and Records
Section 1. Places of Keeping. Except as otherwise provided by law, the
Articles or these By-Laws, the books and records of the Corporation (including
the "Corporate Records," as defined in the Articles) may be kept at such place
or places, within or without the State of Indiana, as the Board may from time to
time by resolution determine or, in the absence of such determination by the
Board, as shall be determined by the President.
Section 2. Stock Book. The Corporation shall keep at the Principal Office
the original Stock Book or a duplicate thereof, or, in case the Corporation
employs a stock registrar or transfer agent within or without the State of
Indiana, another record of the Shareholders in a form that permits preparation
of a list of the names and addresses of all the Shareholders, in alphabetical
order by class of Shares, stating the number and class of Shares held by each
Shareholder (the "Record of Shareholders").
Section 3. Inspection of Corporate Records. Any Shareholder (or the
Shareholder's agent or attorney authorized in writing) shall be entitled to
inspect and copy at his expense, after giving the Corporation at least five
business days' written notice of his demand to do so, the following Corporate
Records: (1) the Articles; (2) these By-Laws; (3) minutes of all Shareholder
Meetings and records of all actions taken by the Shareholders without a meeting
(collectively, "Shareholders Minutes") for the prior three years; (4) all
written communications by the Corporation to the Shareholders including the
financial statements furnished by the Corporation to the Shareholders for the
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prior three years; (5) a list of the names and business addresses of the current
Directors and the current Officers; and (6) the most recent Annual Report of the
Corporation as filed with the Secretary of State of Indiana. Any Shareholder (or
the Shareholder's agent or attorney authorized in writing) shall also be
entitled to inspect and copy at his expense, after giving the Corporation at
least five business days' written notice of his demand to do so, the following
Corporate Records, if his demand is made in good faith and for a proper purpose
and describes with reasonable particularity his purpose and the records he
desires to inspect, and the records are directly connected with his purpose: (1)
to the extent not subject to inspection under the previous sentence,
Shareholders Minutes, excerpts from minutes of Board Meetings and of Committee
meetings, and records of any actions taken by the Board or any Committee without
a meeting; (2) appropriate accounting records of the Corporation; and (3) the
Record of Shareholders.
Section 4. Record Date. The Board may, in its discretion, fix in advance a
Record Date not more than seventy days before the date (a) of any Shareholder
Meeting, (b) for the payment of any dividend or the making of any other
distribution, (c) for the allotment of rights, or (d) when any change or
conversion or exchange of Shares shall go into effect. If the Board fixes a
Record Date, then only Shareholders who are Shareholders of record on such
Record Date shall be entitled (a) to notice of and/or to vote at any such
Meeting, (b) to receive any such dividend or other distribution, (c) to receive
any such allotment of rights, or (d) to exercise the rights in respect of any
such change, conversion or exchange of Shares, as the case may be,
notwithstanding any transfer of Shares on the Stock Book after such Record Date.
Section 5. Transfer Agents; Registrars. The Board may appoint one or more
transfer agents and registrars for its Shares and may require all Certificates
to bear the signature either of a transfer agent or of a registrar, or both.
ARTICLE VIII
Checks, Drafts, Deeds and Shares of Stock
Section 1. Checks, Drafts, Notes, Etc. All checks, drafts, notes or orders
for the payment of money of the Corporation shall, unless otherwise directed by
the Board or otherwise required by law, be signed by one or more Officers as
authorized in writing by the President. In addition, the President may authorize
any one or more employees of the Corporation ("Employees") to sign checks,
drafts and orders for the payment of money not to exceed specific maximum
amounts as designated in writing by the President for any one check, draft or
order. When so authorized by the President, the signature of any such Officer or
Employee may be a facsimile signature.
Section 2. Deeds, Notes, Bonds, Mortgages, Contracts, Etc. All deeds,
notes, bonds and mortgages made by the Corporation, and all other written
contracts and agreements, other than those executed in the ordinary course of
corporate business, to which the Corporation shall be a party, shall be executed
in its name by the President, a Vice President or any other Officer so
authorized by the Board and, when necessary or required, the Secretary or an
Assistant Secretary shall attest the execution thereof. All written contracts
and agreements into which the Corporation enters in the ordinary course of
corporate business shall be executed by any Officer or by any other Employee
designated by the President or a Vice President to execute such contracts and
agreements.
Section 3. Sale or Transfer of Stock. Subject always to the further orders
and directions of the Board, any share of stock issued by any corporation and
owned by the Corporation (including reacquired Shares of the Corporation) may,
for sale or transfer, be endorsed in the name of the Corporation by the
President or a Vice President, and said endorsement shall be duly attested by
the Secretary or an Assistant Secretary either with or without affixing thereto
the Seal.
- 9 -
<PAGE>
Section 4. Voting of Stock of Other Corporations. Subject always to the
further orders and directions of the Board, any share of stock issued by any
other corporation and owned or controlled by the Corporation (an "Investment
Share") may be voted at any shareholders' meeting of such other corporation by
the President or by a Vice President. Whenever, in the judgment of the
President, it is desirable for the Corporation to execute a proxy or give a
shareholder's consent in respect of any Investment Share, such proxy or consent
shall be executed in the name of the Corporation by the President or a Vice
President, and, when necessary or required, shall be attested by the Secretary
or an Assistant Secretary either with or without affixing thereto the Seal. Any
person or persons designated in the manner above stated as the proxy or proxies
of the Corporation shall have full right, power and authority to vote an
Investment Share the same as such Investment Share might be voted by the
Corporation.
ARTICLE IX
Fiscal Year
Section 1. Fiscal Year. The Corporation's fiscal year shall begin on
January 1 of each year and end on December 31 of the same year.
ARTICLE X
Amendments
Section 1. Amendments. These By-Laws may be altered, amended or repealed,
in whole or in part, and new By-Laws may be adopted, at any Board Meeting by the
affirmative vote of a majority of the Full Board.
- 10 -
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
REGISTRANT'S UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS
ENDED JUNE 30, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000939928
<NAME> Logansport Financial Corporation
<MULTIPLIER> 1,000
<CURRENCY> U.S. Dollars
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-1-1997
<PERIOD-END> JUN-30-1997
<EXCHANGE-RATE> 1.000
<CASH> 4,356
<INT-BEARING-DEPOSITS> 100
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 14,921
<INVESTMENTS-CARRYING> 14,921
<INVESTMENTS-MARKET> 14,921
<LOANS> 59,718
<ALLOWANCE> (228)
<TOTAL-ASSETS> 83,152
<DEPOSITS> 60,400
<SHORT-TERM> 4,500
<LIABILITIES-OTHER> 2,292
<LONG-TERM> 0
<COMMON> 7,560
0
0
<OTHER-SE> 8,399
<TOTAL-LIABILITIES-AND-EQUITY> 83,152
<INTEREST-LOAN> 2,432
<INTEREST-INVEST> 463
<INTEREST-OTHER> 107
<INTEREST-TOTAL> 3,002
<INTEREST-DEPOSIT> 1,392
<INTEREST-EXPENSE> 98
<INTEREST-INCOME-NET> 1,512
<LOAN-LOSSES> (8)
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 636
<INCOME-PRETAX> 912
<INCOME-PRE-EXTRAORDINARY> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 575
<EPS-PRIMARY> .46
<EPS-DILUTED> .46
<YIELD-ACTUAL> 4.00
<LOANS-NON> 500
<LOANS-PAST> 500
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 239
<CHARGE-OFFS> 17
<RECOVERIES> 1
<ALLOWANCE-CLOSE> 228
<ALLOWANCE-DOMESTIC> 0
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 228
</TABLE>
