SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
[ X ] Filed by the registrant
[ ] Filed by a party other than the registrant
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
NORTHEAST INDIANA BANCORP, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
<PAGE>
[NORTHEAST INDIANA BANCORP LETTERHEAD]
March 27, 1997
Dear Fellow Stockholder:
On behalf of the Board of Directors and management of Northeast Indiana
Bancorp, Inc. (the "Company"), we cordially invite you to attend the Annual
Meeting of Stockholders of the Company. The meeting will be held at 1:00 p.m.
Huntington, Indiana time, on April 23, 1997 at First Federal Savings Bank's
North Office, located at 100 Frontage Road, Huntington, Indiana.
An important aspect of the meeting process is the stockholder vote on
corporate business items. I urge you to exercise your rights as a stockholder to
vote and participate in this process. Stockholders are being asked to consider
and vote upon the election of two directors and the ratification of the
Company's independent auditors. We encourage you to attend the meeting in
person. Whether or not you plan to attend, however, please read the enclosed
Proxy Statement and then complete, sign and date the enclosed proxy card and
return it in the accompanying postpaid return envelope as promptly as possible.
This will save the Company additional expense in soliciting proxies and will
ensure that your shares are represented at the meeting.
Very truly yours,
/s/Stephen E. Zahn
Stephen E. Zahn
Chairman of the Board, President
and Chief Executive Officer
<PAGE>
NORTHEAST INDIANA BANCORP, INC.
648 North Jefferson Street
Huntington, Indiana 46750
(219) 356-3311
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be Held on April 23, 1997
Notice is hereby given that an Annual Meeting of Stockholders (the
"Meeting") of Northeast Indiana Bancorp, Inc. (the "Company") will be held at
1:00 p.m. Huntington, Indiana time, on April 23, 1997 at First Federal Savings
Bank's North Office, located at 100 Frontage Road, Huntington, Indiana.
A Proxy Card and a Proxy Statement for the Meeting are enclosed.
The Meeting is for the purpose of considering and acting upon:
1. The election of two directors of the Company;
2. The ratification of the appointment of Crowe, Chizek and
Company LLP, as auditors of the Company for the fiscal year
ending December 31, 1997;
and such other matters as may properly come before the Meeting, or any
adjournments thereof. The Board of Directors is not aware of any other business
to come before the Meeting.
Any action may be taken on the foregoing proposals at the Meeting on
the date specified above, or on any date or dates to which the Meeting may be
adjourned. Stockholders of record at the close of business on March 17, 1997 are
the stockholders entitled to vote at the Meeting and any adjournments thereof.
You are requested to complete and sign the enclosed form of proxy,
which is solicited on behalf of the Board of Directors, and to mail it promptly
in the enclosed envelope. The proxy will not be used if you attend and vote at
the Meeting in person.
By Order of the Board of Directors
/s/Stephen E. Zahn
Stephen E. Zahn
Chairman of the Board, President
and Chief Executive Officer
Huntington, Indiana
March 27, 1997
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES TO ENSURE A QUORUM AT THE MEETING. A SELF-
ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED IF
MAILED WITHIN THE UNITED STATES.
<PAGE>
PROXY STATEMENT
NORTHEAST INDIANA BANCORP, INC.
648 North Jefferson Street
Huntington, Indiana 46750
(219) 356-3311
ANNUAL MEETING OF STOCKHOLDERS
April 23, 1997
This Proxy Statement is furnished in connection with the solicitation
on behalf of the Board of Directors of Northeast Indiana Bancorp, Inc. (the
"Company") of proxies to be used at the Annual Meeting of Stockholders of the
Company (the "Meeting") which will be held at First Federal Savings Bank's North
Office, located at 100 Frontage Road, Huntington, Indiana, on April 23, 1997 at
1:00 p.m., Huntington, Indiana time, and all adjournments of the Meeting. The
accompanying Notice of Annual Meeting and this Proxy Statement are first being
mailed to stockholders on or about March 27, 1997.
At the Meeting, stockholders of the Company are being asked to consider
and vote upon the election of two directors and the appointment of Crowe, Chizek
and Company LLP as auditors for the Company.
Vote Required and Proxy Information
All shares of the Company's common stock, par value $.01 (the "Common
Stock"), represented at the Meeting by properly executed proxies received prior
to or at the Meeting, and not revoked, will be voted at the Meeting in
accordance with the instructions thereon. If no instructions are indicated,
properly executed proxies will be voted for the adoption of the proposals set
forth in this Proxy Statement. The Company does not know of any matters, other
than as described in the Notice of Annual Meeting, that are to come before the
Meeting. If any other matters are properly presented at the Meeting for action,
the persons named in the enclosed form of proxy and acting thereunder will have
the discretion to vote on such matters in accordance with their best judgment.
The directors shall be elected by a plurality of the votes present in
person or represented by proxy at the Meeting and entitled to vote on the
election of directors. The appointment of Crowe, Chizek and Company LLP as
auditors requires the affirmative vote of a majority of shares present in person
or represented by proxy at the Meeting and entitled to vote on the matter.
Proxies marked to abstain with respect to a proposal have the same effect as
votes against the proposal, while broker non-votes have no effect on the vote.
One-third of the shares of the Common Stock, present in person or represented by
proxy, shall constitute a quorum for purposes of the Meeting. Abstentions and
broker non-votes are counted for purposes of determining a quorum.
Stockholders who execute proxies may revoke them at any time before
they are voted at the Meeting. Unless so revoked, the shares represented by such
proxies will be voted at the Meeting and all adjournments thereof. Proxies may
be revoked by: (i) filing with the Secretary of the Company at or before the
Meeting a written notice of revocation bearing a later date than the proxy, (ii)
duly executing a subsequent proxy relating to the same shares and delivering it
to the Secretary of the Company at or before the Meeting, or (iii) attending the
Meeting and voting in person (although attendance at the Meeting will not in and
of itself constitute revocation of a proxy). Any written notice revoking a proxy
should be delivered to DeEtta L. Hinthorn, Secretary, Northeast Indiana Bancorp,
Inc., 648 North Jefferson Street, Huntington, Indiana 46750.
<PAGE>
Voting Securities and Certain Holders Thereof
Stockholders of record as of the close of business on March 17, 1997
will be entitled to one vote for each share of Common Stock then held. As of
that date, the Company had 1,762,727 shares of Common Stock issued and
outstanding. The following table sets forth information regarding share
ownership of: (i) those persons or entities known by management to beneficially
own more than five percent of the Common Stock, (ii) each member of the
Company's Board of Directors, including the Company's Chief Executive Officer
and (iii) all directors and executive officers of the Company and First Federal
Savings Bank (the "Bank") as a group.
<TABLE>
<CAPTION>
Shares
Beneficially Percent
Beneficial Owner Owned of Class
---------------- ----- --------
<S> <C> <C>
Principal Owners
Northeast Indiana Bancorp, Inc. 174,293 9.9%
Employee Stock Ownership Plan
648 North Jefferson Street
Huntington, Indiana 46750(1)
115,000 6.5
John Hancock Advisers, Inc.
John Hancock Place
Boston, Massachusetts 02117(2)
Directors and Executive Officers
Stephen E. Zahn, Chairman of the Board, President 89,478 5.1
and Chief Executive Officer of the Company and
the Bank(3)
Darrell E. Blocker, Senior Vice President, Treasurer 20,207 1.1
and Chief Financial Officer of the Company and the
Bank(4)
Dee Ann Hammel, Senior Vice President and Chief 19,440 1.1
Operations Officer of the Company and the Bank(5)
Dan L. Stephan, Director of the Company and the Bank(6) 23,566 1.3
Richard G. Carnes, Director of the Company and the Bank(7) 9,046 .5
J. David Carnes, Director of the Company and the Bank(8) 16,546 .9
Samuel Preston, Jr., Director of the Company and the 13,398 .8
Bank(9)
Randall C. Rider , Director of the Company and the Bank(10) 16,546 .9
Directors and executive officers of the Company as a 208,227 11.8
group (8 persons)
<PAGE>
(1) The amount reported represents shares held by Northeast Indiana
Bancorp, Inc.'s Employee Stock Ownership Plan ("ESOP"), 28,818 of which
have been allocated to accounts of participants as of the voting record
date (March 17, 1996). First Bankers Trust Company, N.A., Quincy,
Illinois, the trustee of the ESOP, may be deemed to beneficially own
the shares held by the ESOP which have not been allocated to accounts
of participants.
(2) As reported on Schedule 13G dated January 30, 1997.
(3) Includes shares held directly, as well as jointly with family members,
and shares held in retirement accounts in a fiduciary capacity or by
certain family members, with respect to which shares the listed
individuals may be deemed to have sole or shared voting and investment
power. The amount also includes 4,995 shares of Common Stock allocated
to Mr. Zahn's account under the ESOP and 21,821 shares of Common Stock
awarded to Mr. Zahn under the RRP (4,364 of which had vested as of
March 17, 1997). The amount above includes options to purchase 10,910
shares of Common Stock granted to Mr. Zahn under the Stock Option Plan
which are exercisable within 60 days of the Voting Record Date.
(4) Includes shares held directly, as well as jointly with family members,
and shares held in retirement accounts in a fiduciary capacity or by
certain family members, with respect to which shares the listed
individuals may be deemed to have sole or shared voting and investment
power. The amount also includes 2,829 shares of Common Stock allocated
to Mr. Blocker's account under the ESOP and 5,671 of Common Stock
awarded to Mr. Blocker under the RRP (1,135 of which had vested as of
March 17, 1997). The amount above includes options to purchase 3,927 of
Common Stock granted to Mr. Blocker under the Stock Option Plan which
are exercisable within 60 days of the Voting Record Date.
(5) Includes shares held directly, as well as jointly with family members,
and shares held in retirement accounts in a fiduciary capacity or by
certain family members, with respect to which shares the listed
individuals may be deemed to have sole or shared voting and investment
power. The amount also includes 2,370 shares of Common Stock allocated
to Ms. Hammel's account under the ESOP and 8,076 of Common Stock
awarded to Ms. Hammel under the RRP (1,615 of which had vested as of
March 17, 1997). The amount above includes options to purchase 3,927
shares of Common Stock granted to Ms. Hammel under the Stock Option
Plan which are exercisable within 60 days of the Voting Record Date.
(6) Includes shares held directly, as well as jointly with family members,
and shares held in retirement accounts in a fiduciary capacity or by
certain family members, with respect to which shares the listed
individuals may be deemed to have sole or shared voting and investment
power. The amount also includes 4,364 shares of Common Stock awarded to
Mr. Stephan under the RRP (872 of which had vested as of March 17,
1997). The amount above includes options to purchase 2,182 shares of
Common Stock granted to Mr. Stephan under the Stock Option Plan which
are exercisable within 60 days of the Voting Record Date.
(7) Includes shares held directly, as well as jointly with family members,
and shares held in retirement accounts in a fiduciary capacity or by
certain family members, with respect to which shares the listed
individuals may be deemed to have sole or shared voting and investment
power. The amount also includes 4,364 shares of Common Stock awarded to
Mr. Richard G. Carnes under the RRP (876 of which had vested as of
March 17, 1997). The amount above includes options to purchase 2,182
shares of Common Stock granted to Mr. Richard G. Carnes under the Stock
Option Plan which are exercisable within 60 days of the Voting Record
Date. Mr. Richard G. Carnes is the father of Dr. J. David Carnes and
has disclaimed beneficial interest in his son's shares.
<PAGE>
(8) Includes shares held directly, as well as jointly with family members,
and shares held in retirement accounts in a fiduciary capacity or by
certain family members, with respect to which shares the listed
individuals or group members may be deemed to have sole or shared
voting and investment power. The amount also includes 4,364 shares of
Common Stock awarded to Dr. J. David Carnes under the RRP (876 of which
had vested as of March 17, 1997). The amount above includes options to
purchase 2,182 shares of Common Stock granted to Dr. J. David Carnes
under the Stock Option Plan which are exercisable within 60 days of the
Voting Record Date. Dr. J. David Carnes is the son of Mr. Richard G.
Carnes and has disclaimed beneficial interest in his father's shares.
(9) Includes shares held directly, as well as jointly with family members,
and shares held in retirement accounts in a fiduciary capacity or by
certain family members, with respect to which shares the listed
individuals may be deemed to have sole or shared voting and investment
power. The amount also includes 4,364 shares of Common Stock awarded to
Mr. Preston under the RRP (872 of which had vested as of March 17,
1997). The amount above includes options to purchase 2,182 shares of
Common Stock granted to Mr. Preston under the Stock Option Plan which
are exercisable within 60 days of the Voting Record Date.
(10) Includes shares held directly, as well as jointly with family members,
and shares held in retirement accounts in a fiduciary capacity or by
certain family members, with respect to which shares the listed
individuals or group members may be deemed to have sole or shared
voting and investment power. The amount also includes 4,364 shares of
Common Stock awarded to Mr. Rider under the RRP (872 of which had
vested as of March 17, 1997). The amount above includes options to
purchase 2,182 shares of Common Stock granted to Mr. Rider under the
Stock Option Plan which are exercisable within 60 days of the Voting
Record Date.
</TABLE>
<PAGE>
PROPOSAL I - ELECTION OF DIRECTORS
The Board of Directors of the Company currently consists of six
members, each of whom is also a director of the Bank. Each Director of the
Company has served as such since the Company's incorporation in 1995. Directors
of the Company are generally elected to serve for a three-year staggered terms
or until their respective successors shall have been elected and shall qualify.
Approximately one-third of the directors are elected annually.
The following table sets forth certain information regarding the
directors of the Company, including their terms of office and the nominee for
election as director. It is intended that the proxies solicited on behalf of the
Board of Directors (other than proxies in which the vote is withheld as to the
nominee) will be voted at the Meeting for the election of the nominee identified
in the following table. If the nominee is unable to serve, the shares
represented by all such proxies will be voted for the election of such
substitute as the Board of Directors may recommend. At this time, the Board of
Directors knows of no reason why the nominees might be unable to serve, if
elected. Except as described herein, there are no arrangements or understandings
between any director or nominee and any other person pursuant to which such
director or nominee was selected.
<TABLE>
<CAPTION>
Director Term
Name Position(s) Held With the Bank Age(1) Since(2) Expires
---- ------------------------------ ------ -------- -------
<S> <C> <C> <C> <C>
NOMINEE
Samuel Preston, Jr. Director 70 1966 2000
Randall C. Rider Director 46 1989 2000
<CAPTION>
DIRECTORS CONTINUING IN OFFICE
Stephen E. Zahn Chairman of the Board, President and Chief 54 1965 1998
Executive Officer
Dan L. Stephan Director 49 1987 1998
Richard G. Carnes Director 76 1973 1999
J. David Carnes Director 45 1991 1999
- ------------------------
(1)At December 31, 1996.
(2)Includes service as director of the Bank.
</TABLE>
The business experience of each director is set forth below. All
directors have held their present positions for at least the past five years,
except as otherwise indicated.
Samuel Preston, Jr. Mr. Preston is currently retired. From 1955 to his
retirement, Mr. Preston was a pharmacist in Huntington, Indiana.
Randall C. Rider. Mr. Rider is President of Lime City Manufacturing
Co., Inc., a position he has held since 1983.
Stephen E. Zahn. Mr. Zahn is President and Chief Executive Officer of
the Bank, positions which he has held since 1980. Mr. Zahn joined the Bank in
1964 as Secretary and Treasurer.
<PAGE>
Dan L. Stephan. Mr. Stephan currently is a State Representative to the
Indiana Legislature, a position he was first elected to in 1980. Mr. Stephan is
also employed as a sales representative for the Variable Annuity Life Insurance
Company.
Richard G. Carnes. Mr. Carnes is currently retired. From 1939 to his
retirement, Mr. Carnes was the owner/manager of a clothing store located in
Huntington, Indiana. Mr. Carnes is the father of Dr. Carnes.
J. David Carnes, MD. Dr. Carnes has, since 1981, practiced medicine in
Huntington, Indiana. Dr. Carnes is the son of Mr. Richard Carnes.
Meetings and Committees of the Board of Directors
Board and Committee Meetings of the Company. Meetings of the Company's
Board of Directors are generally held on a monthly basis. The Board of Directors
met 15 times during fiscal 1996. During fiscal 1996, no incumbent director of
the Company, other than Director Rider, attended fewer than 75% of the aggregate
of the total number of Board meetings and the total number of meetings held by
the committees of the Board of Directors on which he served.
The Board of Directors of the Company has standing Audit, Nomination
and Compensation Committees. The Company does not have a standing executive
committee.
The Audit Committee reviews audit reports and related matters to ensure
effective compliance with regulations and internal policies and procedures. This
committee also acts on the recommendation by management of an accounting firm to
perform the Company's annual audit and acts as a liaison between the auditors
and the Board. The current members of this committee are Directors Preston,
Rider, and Dr. Carnes. This Committee met once during fiscal 1996.
The Nominating Committee meets annually in order to nominate candidates
for membership on the Board of Directors. This committee is comprised of the
Board members who are not up for election. This Committee met once during fiscal
1996.
The Compensation Committee establishes the Company's compensation
policies and review compensation matters. The current members of this Committee
are Directors Preston, Richard Carnes and Stephan. This Committee met once
during fiscal 1996.
Board and Committee Meetings of the Bank. The Bank's Board of Directors
meets at least monthly. The Board of Directors met 14 times during the year
ended December 31, 1996. During 1996, no director of the Bank attended fewer
than 75% of the aggregate of the total number of Board meetings and the total
number of meetings other than Director Rider held by the committees of the Board
of Directors on which he served. The Bank has standing Nominating, Proxy and
Audit and Compensation Committees.
The Nominating Committee meets annually to recommend nominations to the
Bank's Board of Directors. Members of the committee are Directors Preston,
Stephan and Rider. This Committee met once during fiscal 1996.
The Proxy Committee meets annually to review proxies for the current
year prior to the Bank's annual meeting. Members of the committee are Directors
Preston, Richard Carnes and Zahn. This Committee met once during fiscal 1996.
<PAGE>
The Audit Committee is responsible for setting policies with regard to
internal controls and outside auditors. In addition, the Audit Committee reviews
the reports of the Bank's independent auditors and regulators. This committee is
comprised of Directors Preston, Rider and Dr. Carnes. The Audit Committee met
once during fiscal 1996.
The Bank's Compensation Committee reviews and makes recommendations to
the Board of Directors for compensation issues. This committee, currently
comprised of Directors Stephan, Richard Carnes and Preston, met once during
fiscal 1996.
Director Compensation
The Board of Directors of the Company are paid $150 per meeting for
their service in such capacity.
Directors of the Bank receive a fee of $550 per meeting attended and
$500 per meeting not attended. Directors do not receive any compensation for
participation on Bank committees.
The Bank has established a deferred compensation program for the
benefit of its Directors. This program permits participating directors to defer
up to a maximum of $400.00 of Board Fees per month or $4,800 per year over a
five year period. Upon the retirement of the director, the director (or in the
event of death, his designated beneficiary) receives a monthly cash payment
based upon the amount of fees deferred for a period of up to 120 months. In
addition, the designated beneficiary of each participating director will receive
a $10,000 burial fee. In order to balance the expected payments under the
deferred compensation plan, the Bank has purchased life insurance policies on
the lives of the participating directors. Although the insurance policies do not
generate periodic payments to cover the monthly payments owed to retiring
directors, the death benefits payable on the insurance policies have been
selected to actuarially approximate the future monthly payment obligation. At
December 31, 1996, all directors, except Richard Carnes, were deferring a
portion of their fees pursuant to this program.
<PAGE>
Executive Compensation
The Company's officers do not receive any compensation for services
performed in their capacity as such. The following table sets forth the
compensation paid by the Bank during fiscal 1996 for services rendered by the
President of the Bank. No other officer earned salary and bonus exceeding
$100,000 in fiscal 1996.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long Term
Compensation
Annual Compensation
Awards
---------------------------
Restricted
Stock Options/ All Other
Fiscal Salary Bonus Award(s) SARs Compensation
Name and Principal Position Year ($) ($) ($) (#) ($)
--------------------------- ---- --- --- --- --- ---
<S> <C> <C> <C> <C> <C> <C>
Stephen E. Zahn, Chairman of 1996 $102,400(1) $25,000 $ 256,397(2) 54,553 $46,096(3)
the Board, President and Chief 1995 98,750(4) 25,000 --- --- 41,350(5)
Executive Officer 1994 94,650(6) 25,000(7) --- --- 39,258(8)
- -----------------
(1) Includes directors' fees of $6,600 and $1,800, paid by the Bank and the
Company, respectively, of which $4,800 were deferred pursuant to the
Director Deferred Compensation Plan.
(2) The value of the 21,821 shares of Common Stock awarded to Mr. Zahn under
the Company's Recognition and Retention Plan, based upon the average of the
closing bid and asked price of the Common Stock as reported on the Nasdaq
National Market on the date of grant. Dividends paid on restricted Common
Stock are deferred and held by the Company for the account of Mr. Zahn
until such restrictions lapse.
(3) Includes $5,964 of life, health and disability insurance premiums paid by
the Bank, $3,003 for use of the Bank's automobile, $3,570 compensation
accrued to Mr. Zahn pursuant to the Bank's 401(k) plan, $11,077 paid by the
Bank's pension plan and $22,482 compensation accrued to Mr. Zahn pursuant
to the Bank's Executive Supplemental Retirement Plan.
(4) Includes directors' fees of $6,600 and $900, paid by the Bank and the
Company, respectively, of which $4,800 were deferred pursuant to the
Director Deferred Compensation Plan.
(5) Includes $5,694 of life, health and disability insurance premiums paid by
the Bank, $3,075 for use of the Bank's automobile, $2,738 compensation
accrued to Mr. Zahn pursuant to the Bank's 401(k) plan, $10,300 paid by the
Bank's pension plan and $19,543 compensation accrued to Mr. Zahn pursuant
to the Bank's Executive Supplemental Retirement Plan.
(6) Includes directors' fees of $7,150, of which $4,800 were deferred pursuant
to the Director Deferred Compensation Plan.
(7) Bonus received in fiscal 1995, 1996 and 1997, respectively.
(8) Includes $5,263 of life, health and disability insurance premiums paid by
the Bank, $2,970 for use of the Bank's automobile, $1,755 compensation
accrued to Mr. Zahn pursuant to the Bank's 401(k) plan, $12,350 paid by the
Bank's pension plan and $16,920 compensation accrued to Mr. Zahn pursuant
to the Bank's Executive Supplemental Retirement Plan.
</TABLE>
<PAGE>
The following table provides information regarding stock options. No
Stock Appreciation Rights ("SARs") were granted during fiscal 1996.
<TABLE>
<CAPTION>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
Individual Grants
% of Total
Options Exercise
Options Granted to or Base
Granted Employees Price Expiration
Name (#) in Fiscal Year ($/Sh) Date
---- --- -------------- ------ ----
<S> <C> <C> <C> <C>
Stephen E. Zahn 54,553 8.36 % $11.75 01/15/06
</TABLE>
The following table provides information as to the value of the options
held by the Company's Chief Executive Officer on December 31, 1996, none of
which have been exercised. No stock appreciation rights were granted during
fiscal 1996.
<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FY-END
OPTION VALUES
Value of
Number of Unexercised
Unexercised In-the-Money
Options at Options at
FY-End (#)(1) FY-End ($)(2)
Shares
Acquired on Value
Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
Name (#) ($) (#) (#) ($) ($)
---- --- --- --- --- --- ---
<S> <C> <C> <C> <C> <C> <C>
Stephen E. Zahn --- $--- 10,906 43,647 $38,171 $152,765
- ---------------
(1) Represents an option to purchase Common Stock awarded to the Company's
Chief Executive Officer. The option vests in five equal annual
installments. The first installment vested on January 15, 1997, and the
remaining installments to vest equally on January 15, 1998, 1999, 2000 and
2001.
(2) Represents the aggregate market value (market price of the Common Stock
less the exercise price) of the option granted based upon the average of
the closing bid and the asked price of $15.25 per share of the Common Stock
as reported on the Nasdaq National Market on March 17, 1997.
</TABLE>
<PAGE>
Employment Agreements
The Bank has entered into employment contracts with President Zahn and
executive officers Blocker and Hammel. The employment contracts provide for an
annual base salary in an amount not less than such individual's salary as of
that date and an initial term of three years for Mr. Zahn and one year for the
other executive officers. The contracts provide for extensions of one year, in
addition to the then-remaining term under the agreement, on each anniversary of
the effective date of the contract, subject to a formal performance evaluation
performed by disinterested members of the Board of Directors of the Bank. The
contracts provide for termination upon such employee's death, for cause or in
certain events specified by OTS regulations. The employment contracts are also
terminable by the employee upon 90 days notice to the Bank.
The employment contracts provide for payment to the employee of the
greater of his salary for the remainder of the term of the agreement, or 299% in
Mr. Zahn's case and 100% in the case of Mr. Blocker and Ms. Hammel, of the
employee's base compensation, in the event there is a "change in control" of the
Bank where employment terminates involuntarily in connection with such change in
control or within twelve months thereafter. For the purposes of the employment
contracts, a "change in control" is defined as any event which would require the
filing of an application for acquisition of control or notice of change in
control pursuant to Office of Thrift Supervision regulations. Such events are
generally triggered by the acquisition of control of more than 10% of the
Company's Common Stock. Based on his current salary, if Mr. Zahn was terminated
in December, 1996, under circumstances entitling him to severance pay as
described above, he would have been entitled to receive a lump sum cash payment
of approximately $357,416.
PROPOSAL II - RATIFICATION OF APPOINTMENT OF AUDITORS
The Board of Directors of the Company has appointed Crowe, Chizek and
Company LLP, independent accountants, to be the Company's auditors for the
fiscal year ending December 31, 1997. Representatives of Crowe, Chizek and
Company LLP are expected to attend the Meeting to respond to appropriate
questions and to make a statement if they so desire.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE
RATIFICATION OF THE APPOINTMENT OF CROWE, CHIZEK AND COMPANY LLP AS THE
COMPANY'S AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 1997.
STOCKHOLDER PROPOSALS
In order to be eligible for inclusion in the Company's proxy
materials for the next Annual Meeting of Stockholders, any stockholder proposal
to take action at such meeting must be received at the Company's main office,
648 North Jefferson Street, Huntington, Indiana 46750 no later than November 27,
1997. Any such proposal shall be subject to the requirements of the proxy rules
adopted under the Exchange Act.
<PAGE>
OTHER MATTERS
The Board of Directors is not aware of any business to come before the
Meeting other than those matters described above in this Proxy Statement.
However, if any other matter should properly come before the Meeting, it is
intended that holders of the proxies will act in accordance with their best
judgment.
The cost of solicitation of proxies will be borne by the Company. The
Company will reimburse brokerage firms and other custodians, nominees and
fiduciaries for reasonable expenses incurred by them in sending proxy materials
to the beneficial owners of Common Stock. In addition to solicitation by mail,
directors, officers and regular employees of the Company and the Bank may
solicit proxies personally or by telegraph or telephone without additional
compensation.
<PAGE>
REVOCABLE PROXY
NORTHEAST INDIANA BANCORP, INC.
ANNUAL MEETING OF STOCKHOLDERS
April 23, 1997
The undersigned hereby appoints the Board of Directors of Northeast
Indiana Bancorp, Inc. (the "Company"), and its survivor, with full power of
substitution, to act as attorneys and proxies for the undersigned to vote all
shares of common stock of the Company which the undersigned is entitled to vote
at the Annual Meeting of Stockholders (the "Meeting"), to be held on April 23,
1997 at First Federal Savings Bank's North Office located at 100 Frontage Road,
Huntington, Indiana at 1:00 P.M., Huntington, Indiana time, and at any and all
adjournments thereof, as follows:
FOR WITHHELD
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I. The election of the following
directors for a three-year term to
expire in the year 2000:
SAMUEL PRESTON, JR. [ ] [ ]
RANDALL C. RIDER [ ] [ ]
FOR AGAINST ABSTAIN
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II. The ratification of the
appointment of Crowe, Chizek [ ] [ ] [ ]
and Company LLP as auditors for
the Company for the fiscal year
ended December 31, 1997.
In their discretion, the proxies are authorized to vote on any other business
that may properly come before the Meeting or any adjournment thereof.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR"
EACH OF THE LISTED PROPOSALS.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED,
THIS PROXY WILL BE VOTED FOR THE PROPOSALS STATED. IF ANY OTHER BUSINESS IS
PRESENTED AT SUCH MEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED IN THIS
PROXY IN THEIR BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD OF DIRECTORS
KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE MEETING.
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THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Should the undersigned be present and elect to vote at the Meeting or at
any adjournment thereof, and after notification to the Secretary of the Company
at the Meeting of the stockholder's decision to terminate this Proxy, then the
power of such attorneys and proxies shall be deemed terminated and of no further
force and effect.
The undersigned acknowledges receipt from the Company, prior to the
execution of this Proxy, of Notice of the Annual Meeting, a Proxy Statement
dated March 27, 1997 and the Company's Annual Report to Stockholders for the
fiscal year ended December 31, 1996.
Dated: ____________________
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PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER
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SIGNATURE OF STOCKHOLDER SIGNATURE OF STOCKHOLDER
Please sign exactly as your name appears above on this card. When signing
as attorney, executor, administrator, trustee or guardian, please give your full
title. If shares are held jointly, each holder should sign.
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PLEASE PROMPTLY COMPLETE, DATE, SIGN AND MAIL THIS PROXY IN
THE ENCLOSED POSTAGE-PAID ENVELOPE
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