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
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
<PAGE>
[NORTHEAST INDIANA BANCORP LETTERHEAD]
March 22, 1999
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 21, 1999 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 one director 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
www.firstfed-neib.com
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be Held on April 21, 1999
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 21, 1999 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 one director 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, 1999;
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 10, 1999 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 22, 1999
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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
www.firstfed-neib.com
ANNUAL MEETING OF STOCKHOLDERS
April 21, 1999
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 21, 1999 at
1:00 p.m., 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 22, 1999.
At the Meeting, stockholders of the Company are being asked to consider
and vote upon the election of one director 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.
<PAGE>
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, P.O. Box 70, Huntington, Indiana 46750-0070.
1
<PAGE>
Voting Securities and Certain Holders Thereof
Stockholders of record as of the close of business on March 10, 1999
will be entitled to one vote for each share of Common Stock then held. As of
that date, the Company had 1,657,917 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. All shares have been adjusted for the 10%
stock dividend paid on November 23, 1998.
<TABLE>
<CAPTION>
Shares
Beneficially Percent
Beneficial Owner Owned of Class
---------------- ----- --------
Principal Owners
- ----------------
<S> <C> <C>
Northeast Indiana Bancorp, Inc. 191,737 11.56%
Employee Stock Ownership Plan
648 North Jefferson Street
Huntington, Indiana 46750(1)
First Manhattan Co. 103,008 6.21
437 Madison Avenue
New York, New York 10022(2)
Directors and Executive Officers
- --------------------------------
Stephen E. Zahn, Chairman of the Board, President 123,250 7.30
and Chief Executive Officer of the Company and
the Bank(3)
Darrell E. Blocker, Senior Vice President, Treasurer 32,524 1.95
and Chief Financial Officer of the Company and the
Bank(4)
Dee Ann Hammel, Senior Vice President and Chief 30,697 1.84
Operations Officer of the Company and the Bank(5)
Dan L. Stephan, Director of the Company and the Bank(6) 22,513 1.35
J. David Carnes, Director of the Company and the Bank(7) 23,001 1.38
Samuel Preston, Jr., Director of the Company and the 19,538 1.17
Bank(8)
Randall C. Rider , Director of the Company and the Bank(9) 23,001 1.38
Joseph A. Byers, Vice President and Senior Trust Officer of --- N/A
the Company and the Bank
Directors and executive officers of the Company as a 274,524 15.76
group (8 persons)
</TABLE>
2
<PAGE>
(1) The amount reported represents 191,737 shares held by Northeast Indiana
Bancorp, Inc.'s Employee Stock Ownership Plan ("ESOP"), 63,719 of which
have been allocated to accounts of participants as of the voting record
date (March 10, 1999). 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 13D dated February 11, 1999.
(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 10,845 shares of Common Stock allocated
to Mr. Zahn's account under the ESOP and 24,003 shares of Common Stock
awarded to Mr. Zahn under the RRP (14,402 of which had vested as of
March 10, 1999). The amount above includes options to purchase 31,053
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 5,865 shares of Common Stock allocated
to Mr. Blocker's account under the ESOP and 6,239 of Common Stock
awarded to Mr. Blocker under the RRP (3,744 of which had vested as of
March 10, 1999). The amount above includes options to purchase 12,963
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 4,969 shares of Common Stock allocated
to Ms. Hammel's account under the ESOP and 8,884 of Common Stock
awarded to Ms. Hammel under the RRP (5,330 of which had vested as of
March 10, 1999). The amount above includes options to purchase 12,963
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 4,801 shares of Common Stock awarded to
Mr. Stephan under the RRP (2,878 of which had vested as of March 10,
1999). The amount above includes options to purchase 7,201 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 or group members may be deemed to have sole or shared
voting and investment power. The amount also includes 4,801 shares of
Common Stock awarded to Dr. J. David Carnes under the RRP (2,882 of
which had vested as of March 10, 1999). The amount above includes
options to purchase 7,201 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.
<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 may be deemed to have sole or shared voting and investment
power. The amount also includes 4,801 shares of Common Stock awarded to
Mr. Preston under the RRP (2,878 of which had vested as of March 10,
1999). The amount above includes options to purchase 5,891 shares of
Common Stock granted to Mr. Preston under the Stock Option Plan which
are exercisable within 60 days of the Voting Record Date.
(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 or group members may be deemed to have sole or shared
voting and investment power. The amount also includes 4,801 shares of
Common Stock awarded to Mr. Rider under the RRP (2,878 of which had
vested as of March 10, 1999). The amount above includes options to
purchase 7,201 shares of Common Stock granted to Mr. Rider under the
Stock Option Plan which are exercisable within 60 days of the Voting
Record Date.
PROPOSAL I - ELECTION OF DIRECTORS
The Board of Directors of the Company currently consists of five
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,
3
<PAGE>
the Board of Directors knows of no reason why the nominee 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
---- ------------------------------ ------ -------- -------
NOMINEE
<S> <C> <C> <C> <C>
J. David Carnes Director 47 1991 2002
DIRECTORS CONTINUING IN OFFICE
Samuel Preston, Jr. Director 72 1966 2000
Randall C. Rider Director 48 1989 2000
Stephen E. Zahn Chairman of the Board, President and Chief Executive 56 1965 2001
Officer
Dan L. Stephan Director 51 1987 2001
</TABLE>
- ---------------
(1) At December 31, 1998.
(2) Includes service as director of the Bank.
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.
J. David Carnes, MD. Dr. Carnes has, since 1981, practiced medicine in
Huntington, Indiana.
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.
Dan L. Stephan. Mr. Stephan retired at the end of his term as 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.
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 14 times during fiscal 1998. During fiscal 1998, no incumbent director of
the Company 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.
<PAGE>
The Board of Directors of the Company has standing Audit, Nomination,
Proxy 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 1998.
4
<PAGE>
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
1998.
The Proxy Committee meets annually to review proxies for the current
year prior to the Company's annual meeting. Members of the committee are
Directors Preston, Zahn and R. Carnes. This Committee met once during fiscal
1998.
The Compensation Committee establishes the Company's compensation
policies and review compensation matters. The current members of this Committee
are Directors Preston, Stephan and R. Carnes. This Committee met three times
during fiscal 1998.
Board and Committee Meetings of the Bank. The Bank's Board of Directors
meets at least monthly. The Board of Directors met 15 times during the year
ended December 31, 1998. During 1998, 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 held by the committees of the Board of Directors on which he
served. The Bank has standing Nominating, Audit and Compensation Committees.
The Nominating Committee meets annually to recommend nominations to the
Bank's Board of Directors. Members of the committee is comprised of the Board
members who are not up for election. This Committee met once during fiscal 1998.
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 1998.
The Bank's Compensation Committee reviews and makes recommendations to
the Board of Directors for compensation issues. This committee, currently
comprised of Directors Stephan, Preston and R. Carnes, met three times during
fiscal 1998.
Director Compensation
The Board of Directors of the Company are paid $200 per regular meeting
for their service in such capacity.
Directors of the Bank receive a retainer fee of $1,250 per quarter and
$350 per regular monthly meeting. 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 permitted 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 which ended December 31, 1996. Generally upon attaining age
65, 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
<PAGE>
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, 1998, no directors were deferring a portion
of their fees pursuant to this program.
5
<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 1998 for services rendered by the
President of the Bank. No other officer earned salary and bonus exceeding
$100,000 in fiscal 1998.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long Term
Compensation
Annual Compensation Awards
-----------------------------------------------------------------
Restricted
Stock Options/ All Other
Fiscal Salary Bonus Award(s) SARs Compensation
Name and Principal Position Year ($) ($) ($) (#) ($)
--------------------------- ---- --- --- --- --- ---
<S> <C> <C> <C> <C> <C> <C>
Stephen E. Zahn, Chairman of 1998 $137,600(1) $30,000 $ --- --- $48,549(2)
the Board, President and Chief 1997 113,000(3) 35,000 --- --- 42,038(4)
Executive Officer 1996 102,400(5) 25,000 256,397(6) 60,009 46,096(7)
</TABLE>
- ----------
(1) Includes directors' fees of $9,200 and $2,400, paid by the Bank and the
Company, respectively.
(2) Includes $6,528 of life, health and disability insurance premiums paid by
the Bank, $3,890 for use of the Bank's automobile $4,830 compensation
accrued to Mr. Zahn pursuant to the Bank's 401(k) plan, $3,839 paid by the
Bank's pension plan and $29,462 compensation accrued to Mr. Zahn pursuant
to the Bank's Executive Supplemental Retirement Plan.
(3) Includes directors' fees of $7,200 and $1,800, paid by the Bank and the
Company, respectively.
(4) Includes $5,750 of life, health and disability insurance premiums paid by
the Bank, $2,878 for use of the Bank's automobile, $3,764 compensation
accrued to Mr. Zahn pursuant to the Bank's 401(k) plan, $3,870 paid by the
Bank's pension plan and $25,776 compensation accrued to Mr. Zahn pursuant
to the Bank's Executive Supplemental Retirement Plan.
(5) 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.
(6) The value of the 24,003 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.
(7) 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 $22,482 compensation accrued to Mr. Zahn pursuant
to the Bank's Executive Supplemental Retirement Plan.
6
<PAGE>
The following table provides information as to the value of the options
held by the Company's Chief Executive Officer on December 31, 1998. No stock
appreciation rights were granted during fiscal 1998.
<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FY-END
OPTION VALUES
Value of
Number of Unexercised
Unexercised In-the-Money
Options at Options at
FY-End (#)(1) FY-End ($)(2)
Shares
Acquired on Value --------------------------- ---------------------------
Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
Name (#) ($) (#) (#) ($) ($)
<S> <C> <C> <C> <C> <C> <C>
Stephen E. Zahn 4,950 $31,903 19,052 36,007 $123,981 $234,316
</TABLE>
- ----------
(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 $17.1875 per share of the Common
Stock as reported on the NASDAQ National Market on December 31, 1998.
Employment Agreement
The Bank has an employment contract with President Zahn. The employment
contract provides for an annual base salary in an amount not less than his
salary as of its effective date and has a term of three years. The contract
provides 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 contract provides for termination upon
Mr. Zahn's death, for cause, or in certain events specified by OTS regulations.
The employment contract is also terminable by Mr. Zahn upon 90 days notice to
the Bank.
The employment contract provides for payment to Mr. Zahn of the greater
of his salary for the remainder of the term of the agreement, or 299% of his
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 contract, 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 OTS 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, 1998 under circumstances
entitling him to severance pay as described above, he would have been entitled
to receive a lump sum cash payment of approximately $530,600.
7
<PAGE>
Certain Transactions
The Bank has followed a policy of granting loans to eligible directors,
officers, employees and members of their immediate families for the financing of
their personal residences and for consumer purposes. All loans by the Bank to
its senior officers and directors are subject to OTS regulations restricting
loans and other transactions with affiliated persons of the Bank. Under
applicable law, all loans or extensions of credit to executive officers and
directors must be made on substantially the same terms, including interest rates
and collateral, as those prevailing at the time for comparable transactions with
the general public and must not involve more than the normal risk of repayment
or present other unfavorable features. In this regard, all outstanding loans to
the Bank's directors and senior officers have been made in the ordinary course
of business and on the same terms, including collateral and interest rates, as
those prevailing at the time for comparable transactions and did not involve
more than the normal risk of collectibility.
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, 1999. 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, 1999.
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 on or before November 17, 1999. To
be considered for presentation at next year's annual meeting, although not
included in the proxy statement, any stockholder proposal must be received at
the Company's main office on or before February 21, 2000; provided, however,
that in the event that the date of next year's annual meeting is held before
April 1, 2000 or after June 20, 2000, the stockholder proposal must be received
on or before the close of business on the later of the 60th day prior to the
date of such meeting or the tenth day following the day on which notice of the
meeting was first mailed or public announcement of the date of such meeting was
first made.
All stockholder proposals for inclusion in the Company's proxy
materials may be subject to the requirements of the proxy rules adopted under
the Securities Exchange Act of 1934, as amended, and, as with any stockholder
proposal (regardless of whether included in the Company's proxy materials), the
Company's Certificate of Incorporation and Bylaws and Delaware law.
8
<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.
9
<PAGE>
REVOCABLE PROXY
NORTHEAST INDIANA BANCORP, INC.
[ X ] PLEASE MARK VOTES AS IN THIS EXAMPLE
ANNUAL MEETING OF STOCKHOLDERS
April 21, 1999
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 21,
1999 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:
I. The election of the following director for a three-year term to expire in
the year 2002:
J. DAVID CARNES, M.D.
[ ] For [ ] Withhold
II. The ratification of the appointment of Crowe, Chizek and Company LLP as
auditors for the Company for the fiscal year ended December 31, 1999.
[ ] For [ ] Against [ ] Abstain
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.
Please be sure to sign and date
this Proxy in the box below.
_________________________________________
Date
_________________________________________
Stockholder sign above
_________________________________________
Co-holder (if any) sign above
<PAGE>
Detach above card, sign, date and mail in postage paid envelope provided.
NORTHEAST INDIANA BANCORP, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Should the above signed 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 above signed acknowledges receipt from the Company, prior to the execution
of this Proxy, of Notice of the Annual Meeting, a Proxy Statement dated March
22, 1999 and the Company's Annual Report to Stockholders for the fiscal year
ended December 31, 1998.
Please sign exactly as your name appears on this proxy card. When signing as
attorney, executor, administrator, trustee or guardian, please give your full
title. If shares are held jointly, each holder should sign.
PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY
