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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
(Mark One)
_x_ Annual report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 (Fee Required)
For the fiscal year ended December 31, 1995 or
Transition report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 (No Fee Required)
For the transition period from to
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Commission file number 0-6835
IRWIN FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Indiana 35-1286807
- ------- ----------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
500 Washington Street
Columbus, Indiana 47201
(Address of Principal Executive Offices) (Zip Code)
(812) 376-1020
--------------
(Registrant's Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Shares
- --------------
(Title of Class)
Indicate by check mark whether the registrant: (1) has filed
all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes x No ---
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained
herein, and will not be contained, to the best of
registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [x]
The aggregate market value of the voting stock held by non-
affiliates of the Registrant was $120,323,493.75 as of March
12, 1996. As of March 12, 1996, there were outstanding
5,670,586 common shares of the Registrant.
DOCUMENTS INCORPORATED BY REFERENCE
Selected Portions of Part of Form 10-K Into
the Following Documents Which Incorporated
- ----------------------- -----------------------
Annual Report to Shareholders Part I, Part II
for the year ended December 31, 1995
Definitive Proxy Statement for Part III
Annual Meeting of Shareholders
to be held April 30, 1996
Exhibit Index on Pages 11 through 14 Page 1
Total Pages in This Filing: 124
====
FORM 10-K TABLE OF CONTENTS
Part I
Item 1 - Business 3
Item 2 - Properties 7
Item 3 - Legal Proceedings 8
Item 4 - Submission of Matters to a Vote of Security
Holders 8
Part II
Item 5 - Market for Registrant's Common Equity and
Related Security Holder Matters 8
Item 6 - Selected Financial Data 9
Item 7 - Management's Discussion and Analysis of
Financial Condition and Results of
Operations 9
Item 8 - Financial Statements and Supplementary Data 9
Item 9 - Changes in and Disagreements with
Accountants on Accounting and Financial
Disclosure 10
Part III
Item 10 - Directors and Executive Officers of the
Registrant 10
Item 11 - Executive Compensation 10
Item 12 - Security Ownership of Certain Beneficial
Owners and Management 10
Item 13 - Certain Relationships and Related
Transactions 10
Part IV
Item 14 - Exhibits, Financial Statement Schedules
and Reports on Form 8-K 11
Signatures 15
PART I
Item 1 Business
--------
General
- -------
Irwin Financial Corporation (the "Registrant") is a
diversified financial services company organized as an
Indiana bank holding company in May, 1972. The Registrant's
principal subsidiaries are Inland Mortgage Corporation
("Inland Mortgage"), a mortgage banking company; Irwin Union
Bank and Trust Company ("Irwin Union Bank"), a commercial
bank; Irwin Union Investor Services, Inc. ("Investor
Services"), an investment and financial counseling company;
Affiliated Capital Corp. ("Affiliated"), an equipment
leasing company; Irwin Home Equity Corporation ("Home
Equity"), a consumer home equity lending company; White
River Capital Corporation, a small venture capital company;
and Irwin Union Credit Insurance Corporation, a credit
insurance company.
Business of Subsidiaries
- ------------------------
Inland Mortgage originates, purchases and services
conventional or government agency backed (i.e., FHA and VA)
residential mortgage loans. Substantially all mortgages are
either insured by an agency of the federal government, or in
the case of a conventional mortgage, meet requirements for
resale to the Federal National Mortgage Association or the
Federal Home Loan Mortgage Corporation. Periodically,
Inland Mortgage sells loans to private investors pursuant to
their requirements. Inland also originates a small amount
of commercial mortgages.
Inland Mortgage sells mortgage loans to institutional
investors but may retain servicing rights to mortgage loans
that it originates or purchases from correspondents. Inland
Mortgage collects and accounts for the monthly payments on
each loan serviced and pays the real estate taxes and
insurance necessary to protect the integrity of the mortgage
lien, for which it receives a servicing fee. Inland
Mortgage operates 101 production and satellite offices in 27
states. During 1995, Inland Mortgage established offices in
Flagstaff, Phoenix, Prescott, and Scottsdale, Arizona;
Covina, Orange, Porterville, and Richmond, California;
LaPorte, Indiana; Lexington, Kentucky; Baton Rouge,
Louisiana; Cape May, New Jersey; Santa Fe, New Mexico; Las
Vegas, Nevada; Tulsa, Oklahoma; Dallas, Houston, North
Houston, and Plano, Texas; Bellevue and Orting, Washington.
During 1995, Inland Mortgage closed offices in Hanford and
Mill Valley, California; Colorado Springs and Woodland Park,
Colorado; Floyds Knobs, Indiana; Troy, Michigan; Creve
Coeur, Missouri; Anacortes, Washington.
Irwin Union Bank, organized in 1871, is a full service
commercial bank offering a wide variety of services to
individual, business, institutional, and governmental
customers. Irwin Union Bank's services include personal and
commercial checking accounts, savings and time deposit
accounts, personal and business loans, credit card services,
money transfer, property and casualty insurance agency
services, trust services, securities brokerage and safe
deposit facilities. Irwin Union Bank is the largest of nine
financial institutions operating in Bartholomew County,
Indiana with eight locations throughout the county. Irwin
Union Bank also has branch facilities in Seymour (Jackson
County - 2), Shelbyville (Shelby County - 2), Bloomington
(Monroe County), Franklin (Johnson County), and Greensburg
(Decatur County), Indiana. The Greensburg branch was opened
in 1995. One of the branch locations
in Bartholomew County closed in 1995. Irwin Union Bank has
two trust custodial offices in Indianapolis, Indiana.
Investor Services engages in investment services activities
including certificate of deposit placement services,
consumer financial counseling services through its wholly
owned subsidiary, Irwin Union Advisory Services, Inc., and
securities brokerage services through its wholly owned
subsidiary, Irwin Union Securities, Inc. Investor Services
operates three offices in three states.
Affiliated, acquired in 1990 and located in Northbrook,
Illinois, is engaged in the small-ticket equipment leasing
and commercial lending business. Affiliated offers non-
recourse, non-operating, full payout
leases and commercial lines of credit to physicians, medical
clinics, veterinarians, dentists and chiropractors.
Home Equity was formed in 1994 and is located in San Ramon,
California. Home Equity originates and services home equity
lines of credit.
White River Capital Corporation ("White River"), a venture
capital company, is located in Columbus, Indiana and
currently holds one investment but has suspended making new
investments.
Irwin Union Credit Insurance Corporation is located in
Columbus, Indiana and provides credit life insurance to
consumer loan customers of Irwin Union Bank.
No single part of the business of the Registrant is
dependent upon a single customer or upon a very few
customers and the loss of any one customer would not have a
materially adverse effect upon the business of the
Registrant. Inland Mortgage is registered as a Foreign
Financial Institution in Mexico but has no foreign
operations or export sales.
Competition
- -----------
Inland Mortgage originates and services residential first
mortgage loans from 101 production and satellite offices in
Arizona, California, Colorado, Delaware, Florida, Georgia,
Hawaii, Illinois, Indiana, Kentucky, Louisiana, , Minnesota,
Missouri, Montana, New Jersey, New Mexico, Nevada, North
Carolina, Ohio, Oklahoma, Oregon, Pennsylvania, Texas,
Washington, Wisconsin and the Washington, D.C. metropolitan
area, including offices in Maryland and Virginia. In each
of these locations, competition for mortgage loans is
vigorous, coming from other national, regional and local
mortgage banking companies as well as commercial banks,
savings banks and savings & loan associations. Inland
Mortgage purchases mortgage loans from correspondents in
these and other states as well.
The commercial banking business for Irwin Union Bank in the
Bartholomew, Decatur, Jackson, Johnson, Monroe and Shelby
County areas is very competitive. Within these counties, in
addition to the commercial banks, there are a number of
savings banks, savings & loan associations and credit unions
competing for deposits and loans. Irwin Union Bank also
competes for the provision of banking services with banks
located elsewhere in Indiana, primarily in southern Indiana,
and with a number of nonbank companies located throughout
the United States, including insurance companies, retailers,
brokerage firms, companies offering money market accounts,
and national credit card companies. As of December 31,
1995, Irwin Union Bank ranked first among commercial banking
and savings bank institutions on the basis of Bartholomew
County deposits. In addition to the above mentioned
counties, Irwin Union Bank derives its business from several
other counties in southern Indiana. In November, 1995,
Irwin Union Bank opened an office in Greensburg, Indiana.
Investor Services provides securities brokerage and
financial counseling services to corporate and individual
customers. Investor Services also offers on an agency
basis, a brokered deposit program for clients who wish to
invest in insured certificates of deposit and oversees other
investor related services. Investor Services' primary
competitors include branch offices of regional and national
securities brokerage firms located in Bartholomew County as
well as other regional and national financial institutions
which operate similar cash management and financial
counseling programs.
Affiliated provides, primarily, medical equipment leasing
and commercial credit services to medical clinics, small
groups of physicians, individual practitioners,
chiropractors, dentists and veterinarians. Affiliated's
primary competitors include other equipment leasing
companies with operations that are national in scope, banks
and other financial institutions which offer commercial
credit products. Such competitors may be headquartered
anywhere in the country.
Home Equity provides home equity lines of credit to private
home owners in several states. Home Equity's primary
competitors include banks, thrifts, credit unions and other
home equity lenders with
operations that are either national, regional or local in
scope. Such competitors may be headquartered anywhere in
the country.
Supervision and Regulation
- --------------------------
The Registrant is a bank holding company within the meaning
of the Bank Holding Company Act of 1956, as amended, and is
registered with, regulated and examined by the Board of
Governors of the Federal Reserve System (the "Board of
Governors").
Subject to certain exceptions, a bank holding company is
prohibited from acquiring direct or indirect ownership or
control of more than five percent of the voting shares of
any company which is not a bank and from engaging directly
or indirectly in activities unrelated to banking or managing
or controlling banks. One exception to this prohibition
permits activities by a bank holding company or its
subsidiary which the Board of Governors determines to be so
closely related to banking or managing or controlling banks
as to be a proper incident thereto. The Board of Governors
has adopted regulations prescribing those activities it
presently regards as permissible which include the
activities engaged in by Registrant and its subsidiaries.
The Bank Holding Company Act, the Federal Reserve Act and
the Federal Deposit Insurance Act also subject bank holding
companies and their subsidiaries to certain restrictions on
extensions of credit by subsidiary banks to the bank holding
company or any of its subsidiaries, or investments in the
securities thereof, and on the taking of such securities as
collateral for loans to any borrower. Further, the Bank
Holding Company Act and the regulations of the Board of
Governors thereunder, prohibit a bank holding company and
its subsidiaries from engaging in certain tie-in
arrangements in connection with any extension of credit,
sale or lease of any property or furnishing of services.
In addition to the regulation of the Registrant, Irwin Union
Bank is subject to extensive regulation and periodic
examination, principally by the Indiana Department of
Financial Institutions and the Federal Deposit Insurance
Corporation. Inland Mortgage is subject to audit and
examination oversight by the federal department of Housing
and Urban Development as well as the Government National
Mortgage Association, the Federal National Mortgage
Association, and the Federal Home Loan Mortgage Corporation.
The insurance subsidiary of the Registrant and the insurance
subsidiary of Irwin Union Bank are dependent upon state
licenses and upon franchise agreements with private
corporations for their continued existence. The home equity
subsidiary of the Registrant is also dependent upon state
licenses for its ability to extend credit in certain states.
Finally, the securities brokerage activities of Investor
Services are regulated and examined by the Securities and
Exchange Commission, the Indiana Securities Division, the
securities divisions of the various states in which Investor
Services operates, and the National Association of
Securities Dealers.
Employees and Labor Relations
- -----------------------------
As of December 31, 1995, the Registrant and its subsidiaries
had a total of 1,790 employees, including full-time and part-
time employees. The Registrant continues a commitment of
equal employment opportunity for all job applicants and
staff members and management regards its relations with its
employees as satisfactory.
Further Information
- -------------------
The following information responsive to Guide 3 promulgated
under the Securities Exchange Act of 1934, is contained in
the "Management's Discussion and Analysis of Financial
Conditions and Results of Operations" section of the Annual
Report to Shareholders for the year ending December 31, 1995
and is incorporated herein by reference: "Daily Average
Consolidated Balance Sheet, Interest Rates and Interest
Differential" (p. 80), "Investment Securities" (p. 68),
"Short-Term Borrowings" (p. 69), "Summary of Net Interest
Income Changes" (p. 65), "Deposits" (p. 68), "Loans and
Leases" (p. 66), "Five-Year Selected Financial Data" (p.
32), and the discussion and tabular information under the
caption "Credit Risk" on pages 72 to 76 of "Management's
Discussion and Analysis of Financial Conditions and Results
of Operations".
Executive Officers of the Registrant
- ------------------------------------
The Executive Officers of the Registrant are elected
annually by the Board of Directors and serve for a term of
one year or until their successors are elected and
qualified. There are no arrangements or understandings
between any Executive Officer and any other person pursuant
to which the Officer was or is to be selected as an Officer.
Robert P. Albert (45) is President of Affiliated Capital
Corp. since February 28, 1990.
Claude E. Davis (35) is President of Irwin Union Bank since
January 2, 1996. He has been an officer since 1988.
Elena Delgado (40) is President of Irwin Home Equity
Corporation since September 4, 1994. From March through
August, 1994 Ms. Delgado was an independent consultant to
Irwin Financial Corporation. From 1990 to 1993 Ms. Delgado
was Vice President, Second Mortgage Lending of First Deposit
Corporation.
Gregory F. Ehlinger (33) is Vice President and Treasurer of
the Registrant since August of 1992. From 1988 to 1992, Mr.
Ehlinger was employed by Irwin Management Company, Inc. (A
private management company). From 1986 to 1988, Mr. Ehlinger
attended the University of Virginia, Darden School of
Business.
David C. Fulton (66) retired from the Presidency of Inland
Mortgage on December 31, 1995. He was an officer since
1985.
Jose M. Gonzalez (37) is Vice President and Director of
Internal Audit of the Registrant since October of 1995.
From 1993 to 1995 Mr. Gonzalez was Senior Vice President,
Audit & Compliance Services of Premier Bank and Trust. From
1991 to 1993 Mr. Gonzalez was Vice President and Senior
Compliance Officer at First Empire State Corporation. From
1980 to 1991 Mr. Gonzalez was Vice President and Senior
Auditing Officer at Southeast Banking Corporation.
Theresa L. Hall (43) is Vice President of the Registrant,
since 1988, and from 1984 to 1990 was Vice President-Human
Resources of Irwin Union Bank. She has been an officer
since 1980.
Robert S. Kaspar (37) is President and Treasurer of Investor
Services. From 1987 to 1989 Mr. Kaspar was Controller of
the Registrant. From 1984 to 1987, Mr. Kaspar was
Controller of Irwin Union Bank. He has been an officer
since 1985.
Rick L. McGuire, (43) is President of Inland Mortgage since
January 1, 1996. He has been an officer since 1978.
William I. Miller (39) is Chairman of the Board, since 1990,
and has been a Director of the Registrant since 1985. Prior
to 1990, he was President of Irwin Management Company, Inc.
Mr. Miller continues to serve as Chairman of Tipton Lakes
Company (a real estate development concern), and the non-
executive Chairman of the Board of Irwin Management Company.
John A. Nash (58) is Chairman of the Executive Committee,
since 1990, and President, since 1985, of the Registrant.
He has been an officer and Director of the Registrant since
1972.
Michael F. Ryan (50) is Vice President-Community Relations
of the Registrant since January 2, 1996. He was President
of Irwin Union Bank from 1980-1995. He has been an officer
since 1976.
Matthew F. Souza (39) is Vice President and Secretary of the
Registrant. He has been an officer since 1985.
Marie C. Strack (33) is Vice President and Controller of the
Registrant since May of 1992. From 1985 to 1992, Ms. Strack
was employed by the public accounting firm of Coopers &
Lybrand L.L.P., as Audit Manager.
Thomas D. Washburn (49) is Senior Vice President and Chief
Financial Officer, since 1980, of the Registrant. He has
been an officer since 1976. From 1980 to 1987, Mr. Washburn
was Senior Vice President of Irwin Union Bank.
Item 2. Properties
----------
The location and general character of the materially
important physical properties of the Registrant and its
subsidiaries are as follows:
The main office of Inland Mortgage, where administrative and
servicing activities are centered, is located at 9265
Counselor's Row, Indianapolis, Indiana. Inland Mortgage
also has loan production and satellite offices, including
offices acquired on January 1, 1995, located in Flagstaff,
Phoenix (3), Prescott, Mesa, Scottsdale, Tempe, and Tucson,
Arizona; Antioch, Bakersfield, Concord, Covina, Fresno, Lake
Forest, Long Beach, Montclair, Morgan Hill, Orange,
Pasadena, Pleasanton, Porterville, Richmond, Sacramento,
Salinas, San Francisco, San Mateo, Santa Rosa, Selma,
Ventura, Visalia, Walnut Creek, Westlake Village, and Yuba
City, California; Castle Rock, Denver, Englewood, and Fort
Collins , Colorado; Bethany Beach and Newark, Delaware;
Orlando, Florida; Atlanta, Georgia; Aiea, Honolulu, Kailua,
and Maui, Hawaii; Decatur and Tinley Park, Illinois;
Indianapolis (5), Ft. Wayne, Lafayette, LaPorte, South
Bend, and Warsaw, Indiana; Lexington and Louisville,
Kentucky; Baton Rouge, Louisiana; Columbia, Crofton,
Rockville, and Towson, Maryland; Arden Hills, Bloomington,
Burnsville, and Minneapolis, Minnesota; St. Louis, Missouri;
Kalispell, Montana; Las Vegas, Nevada; Cape May, New Jersey;
Santa Fe (2), New Mexico; Cary, Charlotte, Greensboro, and
Raleigh, North Carolina; Dayton, Ohio; Tulsa, Oklahoma;
Beaverton and Clackamas, Oregon; West Chester, Pennsylvania;
Corpus Christi, Dallas, El Paso, Houston, North Houston, and
Plano, Texas; Fredericksburg, Gloucester, Richmond,
Springfield, Suffolk, and Woodbridge, Virginia; Bellevue,
Battleground, Everett, Orting, Seattle, and Vancouver,
Washington; and Madison, Wisconsin. All offices occupied by
Inland Mortgage are leased.
The main office of Irwin Union Bank is located in four
connected buildings all at 500 Washington Street, Columbus,
Indiana. These buildings and one branch building are owned
in fee by Irwin Union Realty Corporation, a wholly-owned
subsidiary of Irwin Union Bank, and are leased by Irwin
Union Bank. Irwin Union Bank owns in fee three of its other
thirteen relatively small branch banking premises. The
other branch offices are leased. None of the properties
owned by Irwin Union Bank are subject to any major
encumbrances.
The main office of Investor Services is located at 520
Washington Street, Columbus, Indiana, in a building owned in
fee by Investor Services. This property is not subject to
any major encumbrance. Investor Services has additional
leased offices in Columbus, Indiana, Columbus, Ohio and
Raleigh, North Carolina.
The main office of Affiliated, where administrative and
lease servicing activities are centered, is located at 707
Skokie Boulevard, Northbrook, Illinois. This office
location is leased.
The main office of Irwin Home Equity is located at 2400
Camino Ramon, Suite 375, San Ramon, California. This office
location is leased.
The main offices of the Registrant and of White River
Capital Corporation and Irwin Union Credit Insurance
Corporation are located at 500 Washington Street, Columbus,
Indiana in space leased from Irwin Union Bank.
Item 3. Legal Proceedings
-----------------
As a part of the ordinary course of business, the Registrant
and its subsidiary companies are parties to litigation
involving claims to the ownership of funds in particular
accounts, the collection of delinquent accounts, challenges
to security interests in collateral, and foreclosure
interests, that is incidental to their regular business
activities.
As of December 31, 1995, Inland Mortgage was a defendant to
a class action lawsuit initiated in the state of Minnesota.
The case is currently pending before a federal Multidistrict
Litigation Panel in Chicago. Plaintiffs allege that they
represent a nationwide class of persons who have or had
mortgage escrow accounts allegedly improperly managed by
Inland Mortgage. This case is among a series of class
action cases commenced against a number of mortgage
servicers in several states challenging the practices used
in connection with the administration of escrow accounts for
single family residential mortgages. The litigation is
still at an early stage and it is impossible to predict the
likelihood of an unfavorable outcome or to establish
possible extent or amount of liability or potential loss
exposure, if any, to which Inland Mortgage might be exposed.
As of December 31, 1995, Inland Mortgage was a defendant to
a class action lawsuit initiated in the state of Indiana.
The case is currently pending before the Marion County
Superior Court. Plaintiffs allege that lenders do not have
the right to require borrowers to pay premiums for private
mortgage insurance. This case is among a series of class
action cases commenced against a number of mortgage lenders
in several states challenging the right of mortgage lenders
to collect private mortgage insurance payments from
borrowers. The litigation is still at an early stage and it
is impossible to predict the likelihood of an unfavorable
outcome or to establish possible extent or amount of
liability or potential loss exposure, if any, to which
Inland Mortgage might be exposed.
As of December 31, 1995, the Registrant, Home Equity and
certain officers of Home Equity were defendants to a
preliminary injunction action initiated in the State of
California. The case is currently pending in the Superior
Court of the State of California in and for the City and
County of San Francisco. The plaintiff alleges that
defendants misappropriated trade secrets of plaintiff due to
the employment by Home Equity of former officers and
employees of plaintiff. The litigation has not reached the
preliminary injunction hearing stage and it is impossible to
predict the likelihood of an unfavorable outcome or to
establish possible extent or amount of liability or
potential loss exposure, if any, to which Home Equity and
the other named defendants might be exposed.
Except as described above, there is no material pending
litigation in which the Registrant or any of its
subsidiaries is involved or of which any of their property
is the subject. Furthermore, there is no pending legal
proceeding that is adverse to the Registrant in which any
director, officer or affiliate of the Registrant, or any
associate of any such director or officer, is a party, or
has a material interest.
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
No matters were submitted during the fourth quarter of 1995,
to a vote of security holders of the Registrant, through the
solicitation of proxies or otherwise.
PART II
Item 5. Market for Registrant's Common Equity and Related
---------------------------------------------------
Stockholder Matters
- -------------------
The Common Stock of the Registrant is quoted on the National
Association of Securities Dealers Automated Quotation System
National Market System (NASDAQ-NMS - trading symbol, IRWN).
The following table sets forth certain information regarding
trading in, and cash dividends paid with respect to, the
shares of the Registrant's Common Stock in each quarter of
the two most recent calendar years. The Common Stock was
approved for quotation in NASDAQ-NMS commencing on September
15, 1992. Accordingly, fourth quarter 1992 stock prices
reflect high and low sale transactions. All other stock
prices reflect interdealer quotations reported by NASDAQ
prior to the commencement of National Market System trading,
without retail mark-up, mark-down or conversion, and may not
necessarily represent actual transactions. All data have
been adjusted for stock splits. The approximate number of
shareholders of record on March 12, 1996 was 1,443.
Stock Prices and Dividends:
High Low Quarter Cash Total
$ $ End Dividend Dividends
$ $ For Year
$
1994
First Quarter 25 1/2 21 3/4 22 3/4 0.090
Second Quarter 23 3/4 20 1/2 22 1/4 0.090
Third Quarter 28 21 27 1/4 0.090
Fourth Quarter 27 3/4 25 1/2 26 3/4 0.090 0.36
1995
First Quarter 31 3/4 27 1/2 31 0.110
Second Quarter 35 1/4 31 34 1/2 0.110
Third Quarter 36 1/2 34 1/2 35 1/2 0.110
Fourth Quarter 40 1/4 35 1/4 39 7/8 0.110 0.44
The Registrant expects to continue its policy of paying
regular cash dividends, although there is no assurance as to
future dividends because they are dependent on future
earnings, capital requirements, and financial condition. On
February 21, 1995, the Registrant's Board of Directors
approved an increase in the Registrant's quarterly dividend
to $.11 per share which dividend rate was unchanged as of
December 31, 1995. Dividends paid by Irwin Union Bank to
the Registrant are restricted by banking law. See Note 14
of Notes to the Consolidated Financial Statements in the
attached Annual Report to Shareholders.
Item 6. Selected Financial Data
-----------------------
The information contained in the Annual Report to
Shareholders for the year ended December 31, 1995, under the
caption "Five-Year Selected Financial Data", is incorporated
herein by reference in response to this item.
Item 7. Management's Discussion and Analysis of Financial
-------------------------------------------------
Condition and Results of Operations
- -----------------------------------
The information set forth under the caption "Management's
Discussion and Analysis of Financial Condition and Results
of Operations" in the Annual Report to Shareholders for the
year ended December 31, 1995, is incorporated herein by
reference in response to this item.
Item 8. Financial Statements and Supplementary Data
-------------------------------------------
Consolidated financial statements of the Registrant and its
subsidiaries are contained in the Annual Report to
Shareholders for the year ending December 31, 1995, under
the caption "1995 Financial Statements and Other Financial
Information", and are incorporated herein by reference in
response to this item. The financial statement schedules
required under Regulation S-X are filed as "Financial
Statement Schedules" pursuant to Item 14 hereof.
Item 9. Changes in and Disagreements With Accountants on
-----------------------------------------------
Accounting and Financial Disclosure
- -----------------------------------
In connection with the audits of the Registrant for the two
most recent fiscal years ended December 31, 1995, the
Registrant has not changed its independent certified public
accountants nor have there been any disagreements (as
defined in Instruction 4 to Item 304 of Regulation S-K) with
such accountants on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope
or procedure.
PART III
Item 10. Directors and Executive Officers of the Registrant
--------------------------------------------------
The information contained in the proxy statement of the
Registrant for the 1996 Annual Meeting of Shareholders under
the caption "Election of Directors", on pages 4 through 6,
inclusive, is incorporated herein by reference in response
to this item.
Item 11. Executive Compensation
----------------------
The information contained in the proxy statement of the
Registrant for the 1996 Annual Meeting of Shareholders under
the captions "Election of Directors - Outside Director
Restricted Stock Compensation Plan", "Executive Compensation
and Other Information" and "Board Compensation Committee
Report on Executive Compensation" on pages 7 through 17,
inclusive, is incorporated herein by reference in response
to this item.
Item 12. Security Ownership of Certain Beneficial Owners
-----------------------------------------------
and Management
- --------------
The information contained in the proxy statement of the
Registrant for the 1996 Annual Meeting of Shareholders,
under the captions "Voting Securities and Principal Holders"
and "Security Ownership of Management", on pages 2 and 3,
inclusive, is incorporated herein by reference in response
to this item.
Item 13. Certain Relationships and Related Transactions
----------------------------------------------
The information contained in the proxy statement of the
Registrant for the 1996 Annual Meeting of Shareholders under
the caption "Interest of Management in Certain Transactions"
on pages 18 and 19, is incorporated herein by reference in
response to this item.
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form
-------------------------------------------------------------
8-K
---
Page #
a. Documents filed as a part of this Report: Form Annual
10-K Report
1. Financial Statements:
--------------------
A. Irwin Financial Corporation and
Subsidiaries:
Report of Coopers & Lybrand L.L.P.,
Independent Accountants 17
Consolidated Statement of Income
for the years ended December 31, 1995,
1994, and 1993 89
Consolidated Balance Sheet as of
December 31, 1995, and 1994 90
Consolidated Statement of Changes in
Shareholders' Equity for the years
ended December 31, 1995, 1994 and
1993 91
Consolidated Statement of Cash Flows
for the years ended December 31, 1995,
1994, and 1993 92
Notes to Consolidated Financial Statements 93
The above listed report, financial statements, and the notes
thereto, set forth on pages 89 through 93 of the
Registrant's 1995 Annual Report to Shareholders are
incorporated herein by reference.
2. Financial Statement Schedules
-----------------------------
Report of Independent Accountants,
Coopers & Lybrand L.L.P. 17
Schedule I - Indebtedness to
Related Parties 18
Schedules other than that listed above are omitted because
they are not required or the information is included in the
Notes to Consolidated Financial Statements.
3. Exhibits
--------
A. Exhibits to Form 10-K
Sequential
Number Assigned Numbering
in Regulation System Page
S-K Item 601 Description of Exhibit Number of
- ------------ ---------------------- Exhibit
-------
(2) No exhibit.
(3) (i) 3(a) Amended Articles of
Incorporation, dated
December 29, 1972.
(Incorporated by
reference to Exhibit 3(a)
to Form 10-K Report for
year ended December 31,
1985, File No. 0-6835.)
3(b) Articles of Amendment,
dated March 30, 1973.
(Incorporated by
reference to Exhibit 3(b)
to Form 10-K Report for
year ended December 31,
1985, File No. 0-6835.)
3(c) Articles of Amendment,
dated September 4, 1990.
(Incorporated by
reference to Exhibit 3(d)
to Form 10-K Report for
year ended December 31,
1990, File No. 0-6835.)
3(d) Articles of Amendment,
dated April 30, 1992.
(Incorporated by
reference to Exhibit 3(d)
to Form 10-K Report for
year ended December 31,
1992, File No. 0-6835.)
3(e) Articles of Amendment,
dated April 26, 1994.
(Incorporated by
reference to Exhibit 3(e)
to Form 10-K Report for
year ended December 31,
1994, File No. 0-6835.)
(ii) 3(a) Code of By-Laws as 19
amended to date.
(4) 4(a) Specimen stock
certificate.
(Incorporated by
reference to Exhibit 4(a)
to Form 10-K Report for
year ended December 31,
1994, File No. 0-6835.)
4(b) Certain instruments
defining the rights of
the holders of long-term
debt of the Registrant
and certain of its
subsidiaries, none of
which authorize a total
amount of indebtedness in
excess of 10% of the
total assets of the
Registrant and its
subsidiaries on a
consolidated basis, have
not been filed as
Exhibits. The Registrant
hereby agrees to furnish
a copy of any of these
agreements to the
Commission upon request.
(9) No exhibit.
(10) 10(a) Amended 1986 Stock Option
Plan. (Incorporated by
reference to Exhibit
10(b) to Form 10-K Report
for year ended December
31, 1991, File No. 0-
6835.)
10(b) Amended and Restated
Management Bonus Plan.
(Incorporated by
reference to Exhibit
19(a) to Form 10-K Report
for year ended December
31, 1986, File No. 0-
6835.)
10(c) Long-Term Management
Performance Plan.
(Incorporated by
reference to Exhibit
10(d) to Form 10-K Report
for year ended December
31, 1986, File No. 0-
6835.)
10(d) Long-Term Incentive Plan
- Summary of Terms.
(Incorporated by
reference to Exhibit
10(e) to Form 10-K Report
for year ended December
31, 1986, File No. 0-
6835.)
10(e) Irwin Financial
Corporation Employees'
Stock Purchase Plan.
(Incorporated by
reference to Exhibit
10(f) to Form 10-K Report
for year ended December
31, 1991, File No. 0-
6835.)
10(f) Employee Stock Purchase
Plan II. (Incorporated
by reference to Exhibit
10(f) to Form 10-K Report
for year ended December
31, 1994, File No. 0-
6835.)
10(g) Amended Irwin Financial
Corporation Outside
Directors Restricted
Stock Compensation Plan.
(Incorporated by
reference to Exhibit
10(g) to Form 10-K Report
for year ended December
31, 1991, File No. 0-
6835.)
10(h) Irwin Financial
Corporation 1992 Stock
Option Plan.
(Incorporated by
reference to Exhibit
10(h) to Form 10-K report
for year ended December
31, 1992, File No. 0-
6835.)
10(i) Amended Irwin Financial 34
Corporation Outside
Director Restricted Stock
Compensation Plan.
(11) 11(a) Computation of Earnings 43
Per Share.
(12) No exhibit.
(13) 13(a) Registrant's 1995 Annual 44
Report to Shareholders.
This exhibit contains
such portions thereof
that have been
incorporated by reference
into this Report.
(16) No exhibit.
(18) No exhibit.
(21) 21(a) Subsidiaries of the 122
Registrant.
(22) No exhibit.
(23) 23(a) Consent of Independent 123
Accountants.
(24) No exhibit.
(27) Financial Data Schedule. 124
(28) No exhibit.
(99) 99(a) Annual Report on Form 11-
K for the Irwin Union
Corporation Employees'
Savings Plan for the year
ending December 31,
1995.*
99(b) Annual Report on Form 11-
K for the Inland Mortgage
Corporation Employees'
Savings Plan for the year
ending December 31,
1995.*
* To be filed by amendment pursuant to Rule 15d-21.
b. Reports on Form 8-K
-------------------
None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the
Undersigned, thereunto duly authorized.
IRWIN FINANCIAL CORPORATION
Date: March 25, 1996 By: William I. Miller
-------------------------
William I. Miller,
Chairman of the Board
Pursuant to the requirements of the Securities Exchange Act
of 1934, this report on Form 10-K has been signed below by
the following persons on behalf of the Registrant and in the
capacities on the dates indicated.
Capacity with
Signature Registrant Date
--------- ---------- ----
Sally A. Dean Director March 25, 1996
- -----------------------
Sally A. Dean
David W. Goodrich Director March 25, 1996
- -----------------------
David W. Goodrich
John T. Hackett Director March 25, 1996
- -----------------------
John T. Hackett
William H. Kling Director March 25, 1996
- -----------------------
William H. Kling
John C. McGinty, Jr. Director March 25, 1996
- -----------------------
John C. McGinty, Jr.
Irwin Miller Director March 25, 1996
- -----------------------
Irwin Miller
William I. Miller Director, Chairman March 25, 1996
- ----------------------- of the Board
William I. Miller (Principal
Executive Officer)
John A. Nash Director, Chairman March 25, 1996
- ----------------------- of the Executive
John A. Nash Committee
Lance R. Odden Director March 25, 1996
- -----------------------
Lance R. Odden
James T. Sakai Director March 25, 1996
- -----------------------
James T. Sakai
Theodore M. Solso Director March 25, 1996
- -----------------------
Theodore M. Solso
Thomas D. Washburn Senior Vice March 25, 1996
- ----------------------- President
Thomas D. Washburn (Principal
Financial Officer)
Marie C. Strack Vice President and March 25, 1996
- ----------------------- Controller
Marie C. Strack (Principal
Accounting
Officer)