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 20, 2000
Dear Fellow Stockholder:
On behalf of the Board of Directors and management of Northeast Indiana
Bancorp, Inc., we cordially invite you to attend the annual meeting of
stockholders. The meeting will be held at 1:00 p.m. central standard time, on
April 19, 2000 at First Federal Savings Bank's North Office, located at 100
Frontage Road, Huntington, Indiana.
An important aspect of the annual 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 appointment of our independent auditors. We encourage you to
attend the annual 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 us the additional expense in soliciting
proxies and will ensure that your shares are represented at the annual 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 19, 2000
Notice is hereby given that an annual meeting of stockholders of
Northeast Indiana Bancorp, Inc. will be held at 1:00 p.m. central standard time,
on April 19, 2000 at First Federal Savings Bank's North Office, located at 100
Frontage Road, Huntington, Indiana.
A proxy card and a proxy statement for the annual meeting are enclosed.
The annual meeting is for the purpose of considering and acting upon:
Proposal I. The election of two directors of Northeast Indiana
Bancorp, each with a term of three years;
Proposal II. The ratification of the appointment of Crowe,
Chizek and Company LLP, as independent auditors for
Northeast Indiana Bancorp for the fiscal year ending
December 31, 2000;
and such other matters as may properly come before the annual meeting, or any
adjournments thereof. We are not aware of any other business to come before the
annual meeting.
Any action may be taken on the foregoing proposals at the annual
meeting on the date specified above, or on any date or dates to which the annual
meeting may be adjourned. Stockholders of record at the close of business on
March 8, 2000 are the stockholders entitled to vote at the annual 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. Your proxy will not be used if you attend and vote at
the annual 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 20, 2000
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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 annual meeting.
A self-addressed envelope is enclosed for your convenience.
No postage is required if mailed within the United States.
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<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 19, 2000
This proxy statement is furnished in connection with the solicitation
on behalf of the Board of Directors of Northeast Indiana Bancorp, Inc. to
solicit proxies from the holders of Northeast Indiana Bancorp common stock for
use at our annual meeting of stockholders. We are first mailing this proxy
statement and the enclosed form of proxy to our stockholders on or about March
20, 2000.
Certain of the information provided herein relates to our wholly owned
subsidiary, First Federal Savings Bank.
Time and Place of the Annual Meeting; Matters to be Considered
Our annual meeting will be held as follows:
Date: April 19, 2000
Time: 1:00 p.m., central standard time
Place: North Office of First Federal Savings Bank
100 Frontage Road
Huntington, Indiana
At the annual meeting, stockholders are being asked to consider and
vote upon the following proposals:
o the election of two directors of Northeast Indiana
Bancorp, each with a term of three years;
o the ratification of the appointment of Crowe, Chizek
and Company LLP as Northeast Indiana Bancorp's
independent auditors for the fiscal year ending
December 31, 2000; and
any other matters that may properly come before the annual meeting. As of the
date of this proxy statement, we are not aware of any other business to be
presented for consideration at the annual meeting.
Voting Rights of Stockholders; Votes Required for Approval
Only holders of record of Northeast Indiana Bancorp common stock on
March 8, 2000 are entitled to notice of and to vote at the annual meeting. You
are entitled to one vote for each share of Northeast Indiana Bancorp common
stock you own as of the record date. On March 8, 2000, 1,729,526 shares of
Northeast Indiana Bancorp common stock were outstanding and entitled to vote at
the annual meeting.
<PAGE>
Directors shall be elected by a plurality of the votes present in
person or represented by proxy at the annual meeting and entitled to vote on the
election of directors. In all matters other than the election of directors, the
affirmative vote of the majority of shares present in person or represented by
proxy at the annual meeting and entitled to vote on the matter shall be the act
of the stockholders. Proxies marked to abstain with respect to a proposal have
the same effect as votes against the proposal. Broker non-votes have no effect
on the vote. One-third of the shares of the Northeast Indiana Bancorp common
stock, present in person or represented by proxy, shall constitute a quorum for
purposes of the annual meeting. Abstentions and broker non-votes are counted for
purposes of determining a quorum.
The Northeast Indiana Bancorp Board of Directors unanimously recommends
that you vote "FOR" the election of each of the Board of Directors' nominees and
"FOR" the proposal to ratify Crowe, Chizek and Company LLP as Northeast Indiana
Bancorp's independent auditors for the fiscal year ending December 31, 2000.
1
<PAGE>
Voting of Proxies; Revocability of Proxies; Proxy Solicitation Costs
Proxies are solicited to provide all stockholders of record on the
voting record date an opportunity to vote on matters scheduled for the annual
meeting and described in these materials. Shares of Northeast Indiana Bancorp
common stock can only be voted if the stockholder is present in person at the
annual meeting or by proxy. To ensure your representation at the annual meeting,
we recommend you vote by proxy even if you plan to attend the annual meeting.
You can always change your vote at the annual meeting.
Voting instructions are included on your proxy card. Shares of
Northeast Indiana Bancorp common stock represented by properly executed proxies
will be voted by the individuals named in such proxy in accordance with the
stockholder's instructions. Where properly executed proxies are returned to us
with no specific instruction as to how to vote at the annual meeting, the
persons named in the proxy will vote the shares "FOR" the election of each of
the Board of Directors' nominees and "FOR" ratification of the appointment of
Crowe, Chizek and Company LLP as our independent auditors for the fiscal year
ending December 31, 2000. Should any other matters be properly presented at the
annual meeting for action, the persons named in the enclosed proxy and acting
thereunder will have the discretion to vote on these matters in accordance with
their best judgment.
You may receive more than one proxy card depending on how your shares
are held. For example, you may hold some of your shares individually, some
jointly with your spouse and some in trust for your children -- in which case
you will receive three separate proxy cards to vote.
You may revoke your proxy before it is voted by: (i) submitting a new
proxy with a later date relating to the same shares and delivering it to the
Secretary of Northeast Indiana Bancorp; (ii) notifying the Secretary of
Northeast Indiana Bancorp in writing before the annual meeting that you have
revoked your proxy; or (iii) voting in person at the annual meeting. Any written
notice shall be delivered to Dee Ann Hammel, Secretary of Northeast Indiana
Bancorp at 648 Jefferson Street, Huntington, Indiana 46750.
If you plan to attend the annual meeting and wish to vote in person, we
will give you a ballot at the annual meeting. However, if your shares are held
in the name of your broker, bank or other nominee, you must bring an account
statement or letter from the nominee indicating that you were the beneficial
owner of Northeast Indiana Bancorp common stock on March 8, 2000, the record
date for voting at the annual meeting and the number of shares held by the
nominee on your behalf.
We will pay the cost of soliciting proxies. In addition to this
mailing, our directors, officers and employees may also solicit proxies
personally, electronically or by telephone. We will also reimburse brokers and
other nominees for their reasonable expenses in sending these materials to you
and obtaining your voting instructions.
Voting Securities and Principal Holders Thereof
The following table sets forth as of March 8, 2000, information
regarding share ownership of: (i) those persons or entities known by us to
beneficially own more than five percent of the common stock; (ii) each member of
the Northeast Indiana Bancorp Board of Directors; (iii) each executive officer
of Northeast Indiana Bancorp named in the Summary Compensation table appearing
under "Executive Compensation" below; and (iv) all current directors and
executive officers of Northeast Indiana Bancorp as a group. The address of each
of the beneficial owners, except where otherwise indicated, is the same address
as Northeast Indiana Bancorp.
2
<PAGE>
<TABLE>
<CAPTION>
Shares
Beneficially Percent
Beneficial Owner Owned(1) of Class
---------------- -------- --------
<S> <C> <C>
Northeast Indiana Bancorp, Inc. Employee Stock 210,925(2) 12.20%
Ownership Plan
First Manhattan Co. 157,190(3) 9.09
437 Madison Avenue
New York, New York 10022
Stephen E. Zahn, Chairman of the Board, President and 141,431(4) 7.96
Chief Executive Officer
Darrell E. Blocker, Senior Vice President, Treasurer and 37,468(5) 2.14
Chief Financial Officer
Dee Ann Hammel, Senior Vice President, Chief Operations Officer and 37,049(6) 2.12
Secretary
Dan L. Stephan, Director 23,270(7) 1.34
J. David Carnes, Director 26,885(8) 1.55
Randall C. Rider, Director 26,882(9) 1.54
Joseph A. Byers, Vice President and Senior Trust Officer 1,210(10) 0.07
Michael S. Zahn, Director and Vice President 9,369(11) 0.54
Directors and executive officers as a group (8 persons) 303,564 16.40
</TABLE>
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(1) Includes shares held directly, as well as jointly with family members,
shares held in retirement accounts in a fiduciary capacity or by
certain family members and options exercisable within 60 days of March
8. 2000, with respect to which shares the listed individuals may be
deemed to have sole or shared voting and investment power.
(2) The amount reported represents 210,925 shares held by Northeast Indiana
Bancorp, Inc.'s ESOP, 87,708 of which have been allocated to accounts
of participants as of March 8, 2000. First Federal Savings Bank is the
trustee of the ESOP and may be deemed to beneficially own the shares
held by the ESOP which have not been allocated to accounts of
participants.
(3) As reported on Schedule 13G/A filed on February 9, 2000.
(4) The amount also includes 14,374 shares of common stock allocated to Mr.
Zahn's account under the ESOP, vested options to purchase 47,360 shares
of common stock granted to Mr. Zahn under the stock option plan. and
37,182 shares of common stock held in a revocable trust which Mr. Zahn
acts as Trustee.
(5) The amount also includes 7,582 shares of common stock allocated to Mr.
Blocker's account under the ESOP and vested options to purchase 19,012
shares of common stock granted to Mr. Blocker under the stock option
plan.
<PAGE>
(6) The amount also includes 6,497 shares of common stock allocated to Ms.
Hammel's account under the ESOP and vested options to purchase 19,012
shares of common stock granted to Ms. Hammel under the stock option
plan.
(7) The amount above includes vested options to purchase 10,560 shares of
common stock granted to Mr. Stephan under the stock option plan.
(8) The amount also includes vested options to purchase 10,560 shares of
common stock granted to Dr. Carnes under the stock option plan.
(9) The amount above includes options to purchase 10,560 shares of common
stock granted to Mr. Rider under the stock option plan.
(10) The amount above includes options to purchase 550 shares of common
stock granted to Mr. Byers under the stock option plan.
(11) The amount also includes 1,449 shares of common stock allocated to Mr.
Zahn's account under the ESOP and vested options to purchase 2,365
shares of common stock granted to Mr. Zahn under the stock option plan.
3
<PAGE>
PROPOSAL I - ELECTION OF DIRECTORS
Our Board of Directors currently consists of five members, each of whom
is also a director of First Federal Savings Bank. Directors 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. On March 13, 2000, Michael S. Zahn was
appointed to the Board of Directors to replace Samuel Preston, who is deceased.
The following table sets forth certain information regarding the
directors, including their terms of office and the nominee for election as
director. Each nominee has consented to being named in this proxy statement and
has agreed to serve if elected. If a nominee is unable to stand for election,
the Board of Directors may either reduce the number of directors to be elected
to select a substitute nominee. If a substitute nominee is selected, the proxy
holders will vote your shares for the substitute nominee, unless you have
withheld authority. 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 Northeast Indiana Bancorp Age(1) Since(2) Expires
- ----------------------------------------------------------------------------------------------------------------
NOMINEE
<S> <C> <C> <C> <C>
Michael S. Zahn Director and Vice President 30 2000 2003
Randall C. Rider Director 49 1989 2003
DIRECTORS CONTINUING IN OFFICE
Stephen E. Zahn Chairman of the Board, President and Chief 57 1965 2001
Executive Officer
Dan L. Stephan Director 52 1987 2001
J. David Carnes Director 48 1991 2002
</TABLE>
- ----------
(1) At December 31, 1999.
(2) Includes service as director of First Federal Savings 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.
Michael S. Zahn, Mr. Zahn is Vice-President of First Federal Savings
Bank. Mr. Zahn joined First Federal Savings Bank in 1996 as a loan officer.
Prior to his employment with First Federal Savings Bank, Mr. Zahn worked as a
Senior Underwriter for a regional insurance carrier. Mr. Zahn is the son of
Stephen E. Zahn, Chairman of the Board, President and Chief Executive Officer of
Northeast Indiana Bancorp.
Randall C. Rider. Mr. Rider is President of Lime City Manufacturing
Co., Inc., a position he has held since 1983.
<PAGE>
Stephen E. Zahn. Mr. Zahn is the Chairman of the Board, President and
Chief Executive Officer of Northeast Indiana Bancorp and First Federal Savings
Bank. Mr. Zahn became President and CEO of First Federal Savings Bank in 1980.
Mr. Zahn joined First Federal Savings Bank in 1964 as Secretary and Treasurer.
Mr. Zahn is the father of Michael S. Zahn, Vice President and Director.
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.
J. David Carnes, MD. Dr. Carnes has, since 1981, practiced medicine in
Huntington, Indiana.
4
<PAGE>
Meetings and Committees of the Board of Directors
Board and Committee Meetings of Northeast Indiana Bancorp. Meetings of
Northeast Indiana Bancorp's Board of Directors are generally held on a monthly
basis. The Board of Directors met 14 times during fiscal 1999. During fiscal
1999, no incumbent director 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 has standing Audit, Nomination, Proxy and
Compensation Committees. We do 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 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 1999.
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
1999.
The Proxy Committee meets annually to review proxies for the current
year prior to the annual meeting. Members of the committee are Directors Preston
and Zahn. This Committee met once during fiscal 1999.
The Compensation Committee establishes our compensation policies and
review compensation matters. The current members of this Committee are Directors
Preston, Stephan, Rider and Carnes. This Committee met once during fiscal 1999.
Board and Committee Meetings of First Federal Savings Bank. First
Federal Savings Bank's Board of Directors meets at least monthly. The Board of
Directors met 16 times during the year ended December 31, 1999. During 1999, no
director of First Federal Savings 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. First Federal
Savings Bank has standing Nominating, Audit and Compensation Committees.
The Nominating Committee meets annually to recommend nominations to
First Federal Savings 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 1999.
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 First Federal Savings Bank's independent auditors and regulators.
This committee is comprised of Directors Preston, Rider and Dr. Carnes. The
Audit Committee met once during fiscal 1999.
The Compensation Committee reviews and makes recommendations to the
Board of Directors for compensation issues. This committee, currently comprised
of Directors Stephan, Preston, Rider and Carnes, met once during fiscal 1999.
Director Compensation
The Board of Directors of Northeast Indiana Bancorp are paid $200 per
regular meeting for their service in such capacity.
<PAGE>
Directors of First Federal Savings 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 the committees.
The First Federal Savings 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
5
<PAGE>
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,
First Federal Savings 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,
1999, no directors were deferring a portion of their fees pursuant to this
program.
Executive Compensation
Our officers do not receive any compensation for services performed in
their capacity as such. The following table sets forth the compensation paid by
First Federal Savings Bank during fiscal 1999 for services rendered by the
President of First Federal Savings Bank. No other officer earned salary and
bonus exceeding $100,000 in fiscal 1999.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long Term
Compensation
Annual Compensation Awards
------------------------------------------------
Restricted
Stock Options/ All Other
Fiscal Salary Bonus Award(s) SARs Compensation
Name and Principal Position Year ($)(1) ($) ($) (#) ($)
--------------------------- ---- ------ --- --- --- ---
<S> <C> <C> <C> <C> <C>
Stephen E. Zahn, Chairman of 1999 $153,600 $22,500 $ --- --- $64,564(2)
the Board, President and Chief 1998 137,600 30,000 --- --- 48,549
Executive Officer 1997 113,000 35,000 --- --- 42,038
</TABLE>
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(1) Includes directors' fees of $11,600, $9,000 and $8,400, paid by First
Federal Savings Bank and Northeast Indiana Bancorp, Inc., during 1999,
1998 and 1997, respectively.
(2) Includes $7,151 of life, health and disability insurance premiums paid
by First Federal Savings Bank, $3,692 for use of First Federal Savings
Bank's automobile, $5,000 compensation accrued to Mr. Zahn pursuant to
First Federal Savings Bank's 401(k) plan, $9,703 paid by First Federal
Savings Bank's pension plan and $39,018 compensation accrued to Mr.
Zahn pursuant to First Federal Savings Bank's Executive Supplemental
Retirement Plan.
<PAGE>
The following table provides information as to the value of the options
held by our Chief Executive Officer on December 31, 1999. No stock appreciation
rights were granted during fiscal 1999.
<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FY-END
OPTION VALUES
Value of
Number of Unexercised
Unexercised In-the-Money
Options at Options at
FY-End (#)(1) FY-End ($)(2)
------------------------------- ----------------------------
Shares Acquired Value Realized Exercisable Unexercisable Exercisable Unexercisable
Name on Exercise (#) ($) (#) (#) ($) ($)
---- --------------- --- --- --- --- ---
<S> <C> <C> <C> <C> <C>
Stephen E. Zahn --- $--- 34,159 26,406 $101,708 $78,624
</TABLE>
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(1) Represents options to purchase common stock awarded to Northeast
Indiana Bancorp's Chief Executive Officer. These options 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 options granted based upon the average
of the closing bid and the asked price of $12.6875 per share of the
common stock as reported on the NASDAQ National Market on December 31,
1999.
6
<PAGE>
Employment Agreement
First Federal Savings 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 First Federal Savings Bank.
The contract provides for termination upon Mr. Zahn's death, for cause, or in
certain events specified by Office of Thrift Supervision regulations. The
employment contract is also terminable by Mr. Zahn upon 90 days notice to First
Federal Savings 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 First Federal
Savings 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 Office of Thrift Supervision regulations. Such
events are generally triggered by the acquisition of control of more than 10% of
Northeast Indiana Bancorp's common stock. Based on his current salary, if Mr.
Zahn was terminated in December, 1999 under circumstances entitling him to
severance pay as described above, he would have been entitled to receive a lump
sum cash payment of approximately $668,878.
Certain Transactions
First Federal Savings 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 to senior officers and directors are subject to Office of Thrift
Supervision regulations restricting loans and other transactions with affiliated
persons of First Federal Savings 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 directors 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.
Although, all outstanding loans to executive officers have been made in the
ordinary course of business do not involve more than the normal risk of
collectibility, as employees they are eligible for a 1/2% discount from the
current rate offered after one year of service and a 1% discount from the
current rate offered after 5 years of service on one residential and one
consumer loan. Set forth below is certain information as to a loan made by First
Federal Savings Bank to an officer at this preferential rate available to all
employees who have completed the requisite service requirement.
<PAGE>
<TABLE>
<CAPTION>
Largest
Amount
Outstanding
Date of Type of Original Since Balance at
Name and Position Loan Loan Amount 1/1/99 12/31/99
----------------- ---- ---- ------ ------ --------
<S> <C> <C> <C> <C>
Michael S, Zahn, Vice President and 12/96 Residence $132,000 $128,563 $124,973
Nominee for Director 10/99 Consumer $17,000 $17,000 $16,166
</TABLE>
7
<PAGE>
PROPOSAL II - RATIFICATION OF APPOINTMENT OF AUDITORS
We have renewed our arrangement with Crowe, Chizek and Company LLP to
be our independent accountants, auditors for the fiscal year ending December 31,
2000 subject to the ratification of the appointment by our stockholders.
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.
STOCKHOLDER PROPOSALS
In order to be eligible for inclusion in our proxy materials for next
year's annual meeting of stockholders, any stockholder proposal to take action
at such meeting must be received at our executive office at 648 North Jefferson
Street, Huntington, Indiana 46750 no later than November 20, 2000. Any such
proposal shall be subject to the requirements of the proxy rules adopted under
the Securities Exchange Act of 1934, as amended. Otherwise, any stockholder
proposal to take action at such meeting must be received at our executive office
at 648 North Jefferson Street, Huntington, Indiana 46750 by March, 2001;
provided, however, that in the event that less than 40 days' notice of the
annual meeting is given, the stockholder proposal must be received not later
than the close of business on the tenth day following the day on which notice of
the date of the annual meeting was mailed or public announcement of the date of
such meeting was first made. All stockholder proposals must also comply with our
bylaws and Delaware law.
All stockholder proposals for inclusion in the 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 proxy materials), Northeast Indiana
Bancorp's Certificate of Incorporation and Bylaws and Delaware law.
OTHER MATTERS
We are not aware of any business to come before the annual meeting
other than those matters described above in this proxy statement. However, if
any other matter should properly come before the annual meeting, it is intended
that holders of the proxies will act in accordance with their best judgment.
8
<PAGE>
REVOCABLE PROXY
NORTHEAST INDIANA BANCORP, INC.
[ X ] PLEASE MARK VOTES AS IN THIS EXAMPLE
ANNUAL MEETING OF STOCKHOLDERS
April 19, 2000
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 Northeast Indiana Bancorp, Inc. which the undersigned
is entitled to vote at the annual meeting of stockholders to be held on April
19, 2000 at First Federal Savings Bank's North Office, located at 100 Frontage
Road, Huntington, Indiana at 1:00 P.M., eastern standard time, and at any and
all adjournments thereof, as follows:
I. The election of the following directors for a three-year term to expire in
the year 2003:
WITH-
[ ] FOR [ ] HOLD [ ] EXCEPT
MICHAEL S. ZAHN RANDALL C. RIDER
INSTRUCTION: To withhold authority to vote for any individual nominee, mark
"Except" and write that nominee's name in the space provided below.
- --------------------------------------------------------------------------------
[ ] FOR [ ] AGAINST [ ] ABSTAIN
II. The ratification of the appointment of Crowe, Chizek and Company LLP as
auditors for Northeast Indiana Bancorp, Inc. for the fiscal year ended December
31, 2000.
Please be sure to sign and date
this Proxy in the box below.
_________________________________________
Date
_________________________________________
Stockholder sign above
_________________________________________
Co-holder (if any) sign above
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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 Northeast
Indiana Bancorp, Inc. 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 Northeast Indiana Bancorp,
Inc., prior to the execution of this Proxy, of Notice of the Annual Meeting, a
Proxy Statement dated March 20, 2000 and Northeast Indiana Bancorp, Inc.'s
Annual Report to Stockholders for the fiscal year ended December 31, 1999.
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
