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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the fiscal year ended December 31, 1997 Commission file number 0-12422
INDIANA UNITED BANCORP
(Exact name of registrant as specified in its charter)
Indiana 35-1562245
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
201 North Broadway
Greensburg, Indiana 47240
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (812) 663-0157
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common shares, no-par value
(Title of Class)
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
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
The aggregate market value (not necessarily a reliable indication of
the price at which more than a limited number of shares would trade)
of the voting stock held by non-affiliates of the registrant was
$37,011,000 as of March 17, 1998.
As of March 17, 1998, there were outstanding 1,250,897 common shares,
without par value, of the registrant.
DOCUMENTS INCORPORATED BY REFERENCE
Part of Form 10-K
Documents Into Which Incorporated
1997 Annual Report to Shareholders Part II (Items 5 through 8)
Definitive Proxy Statement for
Annual Meeting of Shareholders
to be held June 23, 1998 Part III (Items 10 through 13)
EXHIBIT INDEX: Page 10
FORM 10-K TABLE OF CONTENTS
Page
Part I
Item 1 - Business 3
Item 2 - Properties 8
Item 3 - Legal Proceedings 8
Item 4 - Submission of Matters to a Vote of Security Holders 8
Part II
Item 5 - Market For the Registrant's Common Equity and
Related Stockholder Matters 8
Item 6 - Selected Financial Data 8
Item 7 - Management's Discussion and Analysis of Financial
Condition and Results of Operations 8
Item 7A - Quantitative and Qualitative Disclosures About
Market Risk 9
Item 8 - Financial Statements and Supplementary Data 9
Item 9 - Disagreements on Accounting and Financial Disclosure 9
Part III
Item 10 - Directors and Executive Officers of the Registrant (See below)
Item 11 - Executive Compensation (See below)
Item 12 - Security Ownership of Certain Beneficial
Owners and Management (See below)
Item 13 - Certain Relationships and Related Transactions (See below)
Part IV
Item 14 - Exhibits, Financial Statement Schedules, and
Reports on Form 8-K 10
Signatures 12
Pursuant to General Instruction G, the information called for by Items 10, 11,
12 and 13 is omitted by Indiana United Bancorp since Indiana United Bancorp will
file with the Commission a definitive proxy statement pursuant to regulation 14A
not later than 120 days after the close of the fiscal year containing the
information required by Items 10, 11, 12 and 13.
PART I
ITEM 1. BUSINESS.
General
Indiana United Bancorp ("Company") was initially formed in Owensboro,
Kentucky, in 1982 as First Commonwealth Bancorp. The Company reincorporated
under the laws of the State of Indiana under its present name in 1983, and
relocated in Greensburg, Indiana, in anticipation of acquiring Union Bank and
Trust Company of Greensburg. In 1987, Peoples Bank in Portland, Indiana was
acquired and as of December 31, 1991, Regional Federal Savings Bank, New Albany,
Indiana ("Regional Bank") was acquired. Effective July 1, 1994, the Company
merged Union Bank and Trust Company of Greensburg into Peoples Bank, Portland,
and renamed the combined bank, Union Bank and Trust Company of Indiana ("Union
Bank"). Through these subsidiaries ("Banks"), the Company operates twelve
offices with 148 full-time equivalent employees in eastern and southern Indiana.
As of December 31, 1997, the Company had consolidated assets of $372 million,
consolidated deposits of $290 million and shareholders' equity of $31 million.
Through its Banks, the Company offers a broad range of financial services
including: accepting time and transaction deposits; making consumer, commercial,
agri-business and real estate mortgage loans; issuing credit cards; renting safe
deposit facilities; providing general agency personal and business insurance
services; providing personal and corporate trust services; and providing other
corporate services such as payroll processing, letters of credit and repurchase
agreements.
The lending activities of the Banks are separated into primarily the categories
of commercial/agricultural, real estate and consumer. Loans are originated by
the lending officers of the Banks subject to limitations set forth in lending
policies. The Board of Directors reviews and approves loans up to the Banks'
legal lending limit, monitors concentrations of credit, problem and past due
loans and chargeoffs of uncollectible loans and formulates loan policy.
The Banks maintain conservative loan policies and underwriting practices in
order to address and manage loan risks. These policies and practices include
granting loans on a sound and collectible basis, serving the legitimate needs of
the community and the general market area while obtaining a balance between
maximum yield and minimum risk, ensuring that primary and secondary sources of
repayment are adequate in relation to the amount of the loan, developing and
maintaining adequate diversification of the loan portfolio as a whole and of
the loans within each category and developing and applying adequate collection
policies.
Commercial loans include secured and unsecured loans, including real estate
loans, to individuals and companies and to governmental units within the
market area of the Banks for various business purposes.
A significant amount of agricultural loans are generated in the Banks markets.
Most of the loans are real estate loans on farm properties. Loans are also
made for agricultural production and such loans, are generally reviewed
annually.
Residential real estate lending has been the largest component of the loan
portfolio for many years. The Banks have generated residential mortgages for
their own portfolio and have not purchased or sold residential mortgage loans
in the secondary market since the Company's ownership. The Company is
investigating the possibility of originating loans for sale in the secondary
market in 1998. By originating loans for sale, the Company could more fully
satisfy customer demand for residential mortgages and increase fee income.
Consumer lending includes secured and unsecured loans for personal, family or
household purposes, such as automobile instalment loans and personal lines of
credit. During 1997 and 1996, the Banks have concentrated on indirect consumer
loans. As a result, consumer loans increased 61% in 1997 and 50% in 1996. In
addition to providing greater diversification within the loan portfolio,
consumer loans also provide a higher gross yield than residential real estate
mortgages.
The principal source of revenues for the Company is interest and fees on loans,
which accounted for 74.6% of total revenues in 1997, 71.7% in 1996 and 69.7%
in 1995.
The Company's investment securities portfolio is comprised of U.S. Treasury,
federal agency, state and municipal mortgage-backed securities and corporate
securities. The Company's entire investment portfolio is classified as
available for sale, with market value changes reported separately in
shareholders' equity. Funds invested in the investment portfolio generally
represent funds not immediately required to meet loan demand. The Company's
investment portfolio accounted for 17.5% of total revenues in 1997, 20.8% in
1996 and 22.8% in 1995. As of December 31, 1997, the Company had not
identified any securities as being "high risk" as defined by the FFIEC
Supervisory Policy Statement on Securities Activities.
The primary sources of funds for the Banks are deposits generated in local
market areas. To attract and retain stable depositors, the Banks market various
programs for demand, savings and time deposit accounts. These programs include
interest and noninterest bearing demand and individual retirement accounts.
Currently, national retailing and manufacturing subsidiaries, brokerage and
insurance firms and credit unions are fierce competitors within the financial
services industry. Mergers between financial institutions within Indiana and
neighboring states, which became permissible under the Interstate Banking and
Branching Efficiency Act of 1994, have added competitive pressure. The
permissibility of banks and bank holding companies to acquire thrift
institutions will undoubtedly further redefine the competitive marketplace.
The Company's Banks are located in non-metropolitan areas and their business
is centered in loans and deposits generated within markets considered largely
rural in nature. In addition to competing vigorously with other banks, thrift
institutions, credit unions and finance companies located within their service
areas, they also compete, directly and indirectly, with all providers of
financial services.
Acquisition
In October 1997, the Company entered into an Agreement and Plan of Merger with
P.T.C. Bancorp ("PTC"), Brookville, Indiana pursuant to which PTC would merge
with and into the Company. PTC's commercial bank subsidiary, People's Trust
Company, Brookville, Indiana would become a wholly owned subsidiary of the
Company. Each outstanding share of PTC at the effective time of the merger
would be converted into the right to receive 1.075 shares of common stock of the
Company ("PTC Merger"). The Company expects to issue approximately 1,136,417
shares of common stock in the PTC Merger. The PTC Merger is expected to qualify
as a "pooling of interests" for accounting and financial reporting purposes.
At December 31, 1997, PTC had total assets of $322.0 million, total deposits
of $293.8 million and total shareholders' equity of $24.2 million. PTC had
net income of $3.4 million for the year ended December 31, 1997 compared to
$3.3 million for the year ended December 31, 1996.
The PTC Merger is subject to various conditions, including requisite shareholder
and regulatory approvals. Accordingly, no assurance can be given that the PTC
Merger will be consummated.
Trust Preferred Securities
In November 1997, the Company formed IUB Capital Trust ("IUB Trust") that is a
statutory business trust formed under Delaware law and a wholly owned subsidiary
of the Company. In December 1997, IUB Trust completed the issuance of
$22,425,000 of cumulative Trust Preferred Securities. The Trust Preferred
Securities can be used meet regulatory capital requirements within prescribed
limits. The Company intends to utilize the regulatory capital evidenced by the
Trust Preferred Securities to finance growth resulting from purchasing branches
from large regional banks, establishing de novo branches and/or acquiring other
financial institutions and for general corporate purposes.
Branch Purchases
The Company has been recently informed that it was selected as a purchaser of
two branches from a regional bank holding company in Madison County, Indiana
following a bid process. Consummation of the branch acquisitions is subject to
a due diligence review of the assets of the branches, which was completed in
early March 1998. A definitive agreement containing customary conditions for
transactions of this type was completed in late March 1998. While there can be
no assurance that the branch acquisitions will be consummated, the Company
expects such consummation to occur in the second quarter or early in the third
quarter of 1998. The branch acquisitions will include approximately $13.6
million of loans and $32.2 million of deposits.
Employees
As of December 31, 1997, the Company and its subsidiaries had approximately 148
full-time equivalent employees to whom it provides a variety of benefits and
with whom it enjoys excellent relations.
Regulation and Supervision of the Company
The Company is a bank holding company ("BHC") within the meaning of the Bank
Holding Company Act of 1956, as amended ("BHCA"). This Act subjects BHCs to
regulations of the Federal Reserve Board ("FRB") and restricts the business of
BHCs to banking and related activities. In addition, the Company is a
nondiversified unitary savings and loan holding company subject to regulations,
examinations, supervision and reporting requirements of the Office of Thrift
Supervision ("OTS").
Under the BHCA, a BHC is, with limited exceptions, prohibited from acquiring
direct or indirect ownership or control of voting stock of any company that is
not a bank or engaging in any activity other than managing or controlling banks.
A BHC may, however, own shares of a company engaged in activities which the FRB
has determined to be so closely related to banking or managing or controlling
banks as to be a proper incident thereto. These activities include: operating a
savings association, mortgage company, finance company, credit card or factoring
company; performing certain data processing operations; providing investment and
financial advice; and, acting as an insurance agent for certain types of credit-
related insurance.
Acquisitions by the Company of banks and savings associations are subject to
federal and state regulation. Any acquisition by the Company of more than five
percent of the voting stock of any bank requires prior approval of the FRB.
Acquisition of savings associations is also subject to the approval of the OTS.
Indiana law permits BHCs to acquire BHCs and banks out of state on a reciprocal
basis, subject to certain limitations. Under current law, the Company may
acquire banks, and may be acquired by BHCs, located in any state in the United
States that permits reciprocal entry by Indiana BHCs. Under the BHCA, BHCs may
acquire savings associations without geographic restrictions.
A BHC and its subsidiaries are prohibited from engaging in certain tying
arrangements in connection with the extension of credit, lease or sale of
property, or the provision of any property or service.
The Company is under the jurisdiction of the Securities and Exchange Commission
("SEC") and state securities commission for matters relating to the offering and
sale of its securities. The Company is subject to the SEC's rules and
regulations relating to periodic reporting, reporting to shareholders, proxy
solicitation and insider trading.
The Company's income is principally derived from dividends paid on the common
stock of its subsidiaries. The payment of these dividends is subject to certain
regulatory restrictions.
Under FRB policy, the Company is expected to act as a source of financial
strength to, and commit resources to support, its affiliates. As a result of
such policy, the Company may be required to commit resources to its affiliate
banks in circumstances where it might not otherwise do so.
Regulation and Supervision of the Subsidiary Banks
Union Bank is supervised, regulated and examined by the Indiana Department of
Financial Institutions ("DFI") and the Federal Deposit Insurance Corporation
("FDIC"). Regional Bank is supervised, regulated and examined by the OTS. A
cease-and-desist order may be issued against the Banks, if the respective agency
finds that the activities of the bank represent an unsafe and unsound banking
practice or violation of law.
The deposits of Union Bank are insured by the Bank Insurance Fund ("BIF") of the
FDIC. The deposits of Regional Bank are insured by the Savings Association
Insurance Fund ("SAIF") of the FDIC. The FDIC has the authority to change
premiums twice per year. Commencing in 1997, thrift institutions paid
approximately five times higher assessment rates than commercial banks (6.44
cents versus 1.29 cents per $100 of deposits). After a three-year period, BIF
and SAIF-insured institutions will pay the same assessment rate of 2.43 cents
per $100 of deposits.
Branching by banks in Indiana is subject to the jurisdiction, and requires the
prior approval of the bank's or savings bank's primary federal regulatory
authority and, if the branching bank is a state bank, of the DFI. Under Indiana
law, banks may branch anywhere in the state.
The Company is a legal entity separate and distinct from its subsidiary Banks.
There are various legal limitations on the extent to which the Banks can supply
funds to the Company. The principal source of the Company's funds consists of
dividends from its subsidiary Banks. State and Federal law restrict the amount
of dividends, which may be paid by banks and savings banks. In addition, the
Banks are subject to certain restrictions on extensions of credit to the
Company, on investments in the stock or other securities of the Company and in
taking such stock or securities as collateral for loans.
Legislation
The Federal Deposit Insurance Corporation Act of 1991 ("FDICIA") represented a
comprehensive and fundamental change to banking supervision and mandates the
development of additional regulations governing almost every aspect of the
operations, management and supervision of banks and BHCs.
FDICIA also included several supervisory reforms related to the frequency of
regulatory examinations and audit requirements. FDICIA also required the
adoption of safety and soundness standards on matters such as loan underwriting
and documentation, and compensation and other employee benefits; mandated
consumer protection disclosures with respect to deposit accounts; and the
establishment of a risk-based deposit insurance system. The federal banking
agencies have issued guidelines establishing standards for safety and soundness,
for operational and managerial standards and compensation standards. The
federal banking agencies have proposed guidelines for asset quality and
earnings.
FDICIA requires banking regulators to take prompt corrective actions with
respect to depository institutions that fall below certain capital levels and
prohibit any depository institution from making a capital distribution that
would cause it to be considered undercapitalized. Banking regulators were also
required to revise their capital standards to take into account interest rate
risk. A policy statement has been proposed providing a supervisory framework
to measure and monitor interest rate risk at individual banks. Banks may use an
internal model that provides a measure of the change in a bank's economic value.
The results of the supervisory and internal models would be one factor
regulators would consider in their assessment of capital adequacy. Other
factors will also be considered.
Certain regulations define relevant capital measures for five capital
categories. A "well capitalized" institution is one that has a total risk-
based capital ratio of at least 10%, a Tier 1 risk-based capital ratio of at
least 8%, a leverage ratio of at least 5% and is not subject to regulatory
direction to maintain a specific level for any capital measure. An "adequately
capitalized" institution is one that has ratios greater than 8%, 4% and 4%. An
institution is "undercapitalized" if its respective ratios are less than 8%, 4%
and 4%. "Significantly undercapitalized" institutions have ratios of less than
6%, 3% and 3%. An institution is deemed to be "critically undercapitalized" if
it has a ratio of tangible equity to total assets that is 2% or less.
Institutions with capital ratios at levels of "undercapitalized" or lower are
subject to various limitations that, in most situations, will reduce the
competitiveness of the institution.
The Riegle Community Development and Regulatory Improvement Act of 1994 ("Act")
made several changes in existing law affecting bank holding companies. These
include a reduction in the minimum post-approval antitrust review waiting period
for depository institution mergers and acquisitions, and the substitution of a
notice for an application when a bank holding company proposes to engage in, or
acquire a company to engage in, nonbank activities. The Act also contains
seven titles pertaining to community development and home ownership protection,
small business capital formation, paperwork reduction and regulatory
improvement, money laundering and flood insurance. No regulations have yet been
approved.
The Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994,
("Branching Act") substantially changed the geographic constraints applicable to
the banking industry. In general, the Branching Act permits BHCs that are
adequately capitalized and adequately managed to acquire banks located in any
other state, subject to certain total deposit limitations. Effective June 1,
1997, the Branching Act also allows banks to establish interstate branch
networks through acquisitions of other banks. The establishment of de novo
interstate branches or the acquisition of individual branches of a bank in
another state is also allowed if authorized by state law. Institutions must
maintain a loan activity-to-deposit ratio within a state at least equal to one-
half of the average percentage for all banks in the state or the institution's
federal regulator may close the branch and restrict the institution from opening
new branches in the state. The Branching Act allowed individual states to "opt-
out" of certain provisions by enacting appropriate legislation prior to June 1,
1997.
The monetary policies of regulatory authorities have a significant effect of the
operating results of banks and BHCs. The nature of future monetary policies and
the effect of such policies on the future business and earnings of the Company
and its subsidiaries cannot be predicted.
The Deposit Insurance Funds Act was enacted in 1996 and contained several major
provisions. The new law recapitalized the SAIF by a one-time assessment on all
SAIF-insured deposits. For 1997 through 1999 the banking industry will help pay
for the Financing Corp. ("FICO") bond interest payments at an assessment rate
that is one-fifth the rate paid by thrifts. Beginning January 1, 2000, the FICO
interest payments will be paid pro-rata by banks and thrifts. Deposit shifting
is prohibited for three years and the $2,000 annual minimum assessment was
repealed. The BIF and SAIF will be merged on January 1, 1999 providing a law is
passed by that date merging the bank and thrift charters. In addition, there
were more than forty regulatory relief provisions in this bill.
Capital Requirements
The Company and its subsidiary Banks must meet certain minimum capital
requirements mandated by the FRB, FDIC, OTS and DFI. These regulatory agencies
require BHCs and banks to maintain certain minimum ratios of primary capital to
total assets and total capital to total assets. The FRB requires BHCs to
maintain a minimum Tier 1 leverage ratio of 3 percent capital to total assets;
however, for all but the most highly rated institutions which do not anticipate
significant growth, the minimum Tier 1 leverage ratio is 3 percent plus an
additional cushion of 100 to 200 basis points. As of December 31, 1997, the
Company's leverage ratio of capital to total assets was 10.7%.
The FRB, OTS and FDIC each have approved the imposition of "risk-adjusted"
capital ratios on BHCs and financial institutions. The Company's Tier 1 Capital
to Risk-Weighted Assets Ratio was 17.4% and its Total Capital to Risk-Weighted
Assets Ratio was 24.0% at December 31, 1997. The Company's Banks had capital to
asset ratios and risk-adjusted capital ratios at December 31, 1997, in excess of
applicable regulatory minimum requirements.
An assessment of a bank's exposure to declines in the economic value of its
capital due to changes in interest rates is included in evaluations of capital
adequacy by federal regulators. A joint policy statement has been issued by
federal regulators to provide guidance on sound practices for managing interest
rate risk. The policy statement contains the various factors to be considered
and describes the board of directors' responsibilities in implementing a risk
management process. The requirements of a bank's senior management in ensuring
the effective management of interest rate risk is described and the elements to
be contained in a risk management process are specified.
Federal regulators have issued final regulations revising risk-based capital
standards and the regulatory framework for measuring market risk. Any BHC or
bank with significant exposure to market risk must measure such risk internally
and maintain adequate capital to support that exposure.
Year 2000
The Company, like most companies, faces a potentially serious information
systems (computer) problem because many software applications and operational
programs written in the past may not properly recognize calendar dates beginning
in the year 2000. This problem could force computers to either shut down or
provide incorrect data or information. The Company has begun the process of
identifying the changes required to computer programs and hardware. While the
Company believes it is taking all appropriate steps to assure year 2000
compliance, it is dependent on vendor compliance to some extent. The Company is
requiring software and systems vendors to represent that the services and
products provided are, or will be, year 2000 compliant, and contemplates a
program of testing compliance.
ITEM 2. PROPERTIES.
Indiana United Bancorp owns no physical properties and has no need for space
other than what is available at the offices of its subsidiaries. Its
subsidiaries own, free of encumbrances, all of the facilities from which they
conduct business, except for a portion of the land upon which the Union Bank has
constructed its principal office and drive-in facility in Portland, which is
under long-term lease arrangements and the IGA supermarket branch in Greensburg.
During 1997, the Company relocated the Grantline Branch of Regional Bank and in
1998 is considering relocating certain Union Bank branches. Relocating the
Grantline Branch and the possibility of relocating certain Union Bank branches
is intended to increase visibility, enhance drive-through banking and ATM
accessibility and improve ingress and egress. The Company has 12 locations of
which Union Bank has 9 locations and Regional Bank has 3 locations. At
December 31, 1997, the Company had $6,402,000 invested in premises and
equipment.
ITEM 3. LEGAL PROCEEDINGS.
The subsidiaries may be parties (both plaintiff and defendant) to ordinary
litigation incidental to the conduct of business. Management is presently not
aware of any such claims.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matters were submitted during the fourth quarter of 1997 to a vote of
security holders, through the solicitation of proxies or otherwise.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS.
The information required under this item is incorporated by reference to the
Company's Annual Report to Shareholders, Exhibit 13.
ITEM 6. SELECTED FINANCIAL DATA.
The information required under this item is incorporated by reference to the
Company's Annual Report to Shareholders, Exhibit 13.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
The information required under this item is incorporated by reference to the
Company's Annual Report to Shareholders, Exhibit 13.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information required under this item is incorporated by reference to the
Company's Annual Report to Shareholders, Exhibit 13.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The financial statements and supplementary data required under this item are
incorporated herein by reference to the Company's Annual Report to Shareholders,
Exhibit 13.
ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
In connection with its audits for the two most recent fiscal years ended
December 31, 1997 there have been no disagreements (as defined in Item 4(b) of
Form 8-K) with the Company's independent certified public accountants on any
matter of accounting principles or practices, financial statement disclosure or
auditing scope or procedure.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
Included in
Annual
Report
(a)1. Financial statements
Indiana United Bancorp and Subsidiary
Independent auditor's report 19
Consolidated balance sheet at December
31, 1997 and 1996 20
Consolidated statement of income, years
ended December 31, 1997, 1996 and 1995 21
Consolidated statement of cash flows,
years ended December 31, 1997, 1996 and 1995 22
Consolidated statement of changes in
shareholders' equity, years ended December 31,
1997, 1996 and 1995 23
Notes to consolidated financial
statements 23-30
(a)2. Financial statement schedules
All schedules are omitted because they are not applicable or not
required, or because the required information is included in the
consolidated financial statements or related notes.
(a)3. Exhibits:
2 Agreement and Plan of Merger dated as of October 8, 1997
between Indiana United Bancorp and P.T.C. Bancorp
(incorporated by reference to Annex A to the Joint Proxy
Statement/Prospectus on Form S-4 filed on March 17, 1998
with the Commission (Registration No. 333-48057)).
3.1 Articles of Incorporation (incorporated by reference to
Exhibit 3.1 to the Registration Statement on Form S-1 of
the Registrant filed June 16, 1986 with the Commission
(Registration Statement No. 33-06334), as amended by
Articles of Amendment to Articles of Incorporation
incorporated by reference to Exhibit 3 (c) to the Annual
Report on Form 10-K of the Registrant for the fiscal year
ended December 31, 1987 filed on or about March 30, 1988
with the Commission (Commission File No. 0-12422)).
3.2 Bylaws (incorporated by reference to Exhibit 3.2 to the
Annual Report on Form 10-K of the Registrant for the
fiscal year ended December 31, 1992 filed on or about
March 30, 1993 with the Commission (Commission
File No. 0-12422)).
4.1 Form of Indenture dated as of December 12, 1997 between
Registrant and State Street Bank and Trust Company, as
Trustee, with respect to 8.75% Subordinated Debentures
due 2027 (incorporated by reference to Exhibit 4.1 to
the Registration Statement on Form S-2 of the Registrant
filed November 19, 1997 with the Commission
(Registration No. 333-40579)).
4.2 Form of Subordinated Debenture Certificate (included as an
exhibit to Exhibit 4.1 to the Registration Statement on
Form S-2 of the Registrant filed November 19, 1997 with
the Commission (Registration No. 333-40579)).
4.3 Form of IUB Capital Trust Amended and Restated Trust
Agreement dated as of December 12, 1997 among the
Registrant, as Depositor, State Street Bank and Trust
Company, as Property Trustee, Wilmington Trust Company,
as Delaware Trustee and the Administrative Trustees named
therein (incorporated by reference to Exhibit 4.5 to the
Registration Statement on Form S-2 of the Registrant filed
November 19, 1997 with the Commission (Registration No. 333-
40579)).
4.4 Form of Preferred Securities Guarantee Agreement dated as
of December 12, 1997 between the Registrant and State
Street Bank and Trust Company (incorporated by reference
to Exhibit 4.7 to the Registration Statement on Form S-2
of the Registrant filed November 19, 1997 with the
Commission (Registration No. 333-40579)).
4.5 Form of Agreement as to Expenses and Liabilities dated as
of December 12, 1997 between Registrant and IUB Capital
Trust (included as an exhibit to Exhibit 4.5 to the
Registration Statement on Form S-2 of the Registrant
filed November 19, 1997 with the Commission
(Registration No. 333-40579)), which is incorporated
by reference.
10.1 Employment Agreement dated as of October 10, 1995 between
the Registrant and Michael K. Bauer (incorporated by
reference to Exhibit 10.4 to the Registration Statement on
Form S-2 of the Registrant filed November 19, 1997 with the
Commission (Registration No. 333-40579)).
10.2 Form of Employment Agreement between the Registrant and
James L. Saner (included as an exhibit to Annex A to the
Joint Proxy Statement/Prospectus on Form S-4 filed
March 17, 1998 with the Commission (Registration
No. 333-48057) which is incorporated by reference.
12 Statement regarding computation of ratio of earnings to
fixed charges (incorporated by reference to Exhibit 12 to
the Registration Statement on Form S-2 of the Registrant
filed as an exhibit to Amendment No. 1 to such Registration
Statement on December 3, 1997 with the Commission
(Registration No. 333-40579)).
13 1997 Annual Report to Shareholders (except for the pages
and information thereof expressly incorporated by reference
in this Form 10-K, the Annual Report to Shareholders is
provided solely for the information of the Securities and
Exchange Commission and is not deemed "filed" as part of
this Form 10-K).
21 List of subsidiaries of the Registrant.
22 Consent of Geo. S. Olive & Co. LLC.
27 Financial Data Schedule.
(b) Reports on Form 8-K
The Registrant filed a Form 8-K as of October 22, 1997
containing an Agreement and Plan of Merger between the
Registrant and P.T.C. Bancorp.
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, on the 30th day of March,
1998.
INDIANA UNITED BANCORP
By /s/Robert E. Hoptry
Robert E. Hoptry, President
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
on Form 10-K has been signed by the following persons on behalf of the
registrant and in the capacities with the Company and on the dates indicated.
Signature Capacity Date
/s/ William G. Barron Director March 30, 1998
William G. Barron
/s/ Jay B. Fager Treasurer March 30, 1998
Jay B. Fager [Chief Financial
Officer]
/s/ Philip A. Frantz Director March 30, 1998
Philip A. Frantz
/s/ Robert E. Hoptry Chairman of the Board March 30, 1998
Robert E. Hoptry and President [Chief
Executive Officer]
/s/ Martin G. Wilson Director March 30, 1998
Martin G. Wilson
/s/ Edward J. Zoeller Director March 30, 1998
Edward J. Zoeller