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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, 1998 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 $76,949,900 as of March 10, 1999.
As of March 10, 1999, there were outstanding 4,774,628 common shares, without
par value, of the registrant.
DOCUMENTS INCORPORATED BY REFERENCE
Part of Form 10-K
Documents Into Which Incorporated
--------- -----------------------
1998 Annual Report to Shareholders Part II (Items 5 through 8)
Definitive Proxy Statement for
Annual Meeting of Shareholders
to be held May 18, 1999 Part III (Items 10 through 13)
EXHIBIT INDEX: Page 9
FORM 10-K TABLE OF CONTENTS
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Page
Part I
Item 1 - Business 3
Item 2 - Properties 7
Item 3 - Legal Proceedings 7
Item 4 - Submission of Matters to a Vote of Security Holders 7
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 8
Item 8 - Financial Statements and Supplementary Data 8
Item 9 - Disagreements on Accounting and Financial Disclosure 8
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 9 - 10
Signatures 11
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.
2
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 to
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").
On April 30, 1998, the Company completed a merger of equals with P.T.C. Bancorp,
Brookville, Indiana. People's Trust Company, ("People's Trust") the wholly owned
subsidiary of P.T.C. Bancorp had more than $300 million in assets. This
transaction was regarded by both companies as a merger of equals and was
accounted for as a "pooling of interests" for accounting and financial reporting
purposes.
The Company operates 35 offices in 14 Indiana counties with 360 employees. As of
December 31, 1998, the Company had consolidated assets of $828 million,
consolidated deposits of $710 million and shareholders' equity of $59 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 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 a myriad of business purposes.
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. All affiliate banks have generated residential
mortgages for their own portfolios. In addition, People's Trust has been
originating residential mortgages for sale into the secondary market since 1990
and has extended its expertise to the other affiliates so that in 1999 all
affiliates will originate for the secondary market as well as continue to grow
their internal portfolios. At December 13, 1998, People's Trust was servicing a
$150 million portfolio which was increased from $109 million and $86 million at
year end 1997 and 1996. By originating loans for sale in the secondary market,
the Company can more fully satisfy customer demand for fixed rate residential
mortgages and increase fee income.
Consumer lending includes secured and unsecured loans for personal, family or
household purposes, such as automobile installment loans and personal lines of
credit. Consumer lending has increased throughout 1998 allowing the Company to
grow its portfolio to approximately $71 million. 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 73.7% of total revenues in 1998, 74.4% in 1997 and 71.8% in
1996.
3
The Company's investment securities portfolio is comprised of U. S. Treasuries,
federal agencies, state and municipal bonds, mortgage-backed securities and
corporate securities. The Company has classified 90% of its investment portfolio
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 14.6% of total revenues in 1998, 15.4% in
1997 and 18.2% in 1996. As of December 31, 1998, 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. The
Company also purchased seven branch facilities and their correlating deposits in
the third and fourth quarters of 1998 from large regional competitors. In all,
more than $121 million in deposits were acquired, together with approximately
$21 million in consumer and small business loans.
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 predominantly 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.
BRANCH PURCHASES
The Company has signed an agreement with Bank One to acquire four branch banking
facilities in Henry and Wayne counties, Indiana. The Company will integrate
these offices into People's Trust. The Company expects the consummation of this
purchase to occur in the first quarter of 1999. The branch acquisitions will
include approximately $2 million of loans and $100 million of deposits. In
addition, The Company has signed a loan agreement for two loans. The first is a
70 month term loan for $8 million calling for quarterly interest and ten equal
semi-annual principal payments beginning in December, 1999. The second loan is a
$3 million line which can be drawn upon for general corporate and cash flow
needs. Both loans are tied to the "libor" rate and are considered adjustable.
The Company leveraged itself in order that all affiliate banks could maintain a
"well-capitalized" tier 1 capital rating by the FDIC.
EMPLOYEES
As of December 31, 1998, the Company and its subsidiaries had approximately 360
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 ("ACT"). 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 ACT, 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.
4
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 ACT, 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 and People's Trust are 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 and People's Trust 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 issued 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.
5
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 ("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 1994 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. 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.
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, 1998, the
Company's leverage ratio of capital to total assets was 8.3%.
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 12.1% and its Total Capital to Risk-Weighted
Assets Ratio was 13.7% at December 31, 1998. The Company's Banks had capital to
asset ratios and risk-adjusted capital ratios at December 31, 1998, in excess of
the 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.
6
Federal regulators have issued final regulations revising risk-based capital
standard 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 ("Y2K") COMPUTER ISSUES
In the next year, many large companies will face a potentially serious
information systems (computer) problem because many software application 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 began the
process of identifying the changes required to its computer programs and
hardware, in consultation with software and hardware providers and bank
regulators, in early 1997. The Company has developed and implemented a Y2K Plan
calling for a review of all computer-based equipment, software and services.
While the Company is taking all appropriate steps to assure Y2K compliance, it
is dependent on vendor compliance to some extent. The Company has required its
systems and software vendors to represent that the services and products
provided are Y2K compliant. The Company has begun a testing program for its own
compliance satisfaction. The Company has allocated hundreds of man-hours over
the past two years to ensure compliance. The Company expended $30 thousand in
capital expenditures in 1997 and 1998 to ensure all systems are compliant and
expects to spend an additional $120 thousand in 1999 to complete the process.
The Company's subsidiaries have been reviewed by their regulators to ensure the
Company's plan and testing is timely and addressing all systems.
The Y2K problem is pervasive and complex as virtually every computer operation
will be affected in some way by the rollover of the two digit year value to 00.
Consequently, no assurance can be given that Y2K compliance can be achieved
without costs and uncertainties that might affect future financial results or
cause reported financial information not to be necessarily indicative of future
operating results or future financial condition.
ITEM 2. PROPERTIES.
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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, or lease, all of the facilities from which they conduct
business. During 1998, the Company relocated the Westport Branch of Union Bank
and in 1999 is considering relocating certain People's Trust branches.
Relocating the Westport Branch and the possibility of relocating certain
People's Trust branches is intended to increase visibility, enhance
drive-through banking and ATM accessibility and improve ingress and egress. The
Company has 35 locations of which People's Trust has 17, Union Bank has 12 and
Regional Bank has 6. At December 31, 1998, the Company had $12.5 million
invested in premises and equipment.
ITEM 3. LEGAL PROCEEDINGS.
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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 material claims.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
- -------------------------------------------------------------
No matters were submitted during the fourth quarter of 1998 to a vote of
security holders, through the solicitation of proxies or otherwise.
7
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.
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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.
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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.
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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.
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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, 1998, 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.
8
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 21
Consolidated balance sheet at December 31, 1998 and 1997 22
Consolidated statement of income, years ended December 31,
1998, 1997 and 1996 23
Consolidated statement of cash flows, years ended December 31,
1998, 1997 and 1996 25
Consolidated statement of shareholders' equity,
years ended December 31, 1998, 1997 and 1996 24
Notes to consolidated financial statements 26 - 39
(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:
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)), and as amended by Articles of Amendment to Articles of
Incorporation effective August 6, 1998.
3.2 Bylaws adopted April 28, 1998.
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.
9
10 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.
13 1998 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.
23 Consent of Olive LLP.
27 Financial Data Schedule.
(b) Reports on Form 8-K
The Registrant filed a Form 8-K on March 2, 1999 disclosing its
acquisition of four banking offices from Bank One, Indiana N.A.
10
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 22nd day of March,
1999.
INDIANA UNITED BANCORP
By /s/ James L. Saner, Sr.
--------------------------------
James L. Saner, Sr., President and
Chief Operating Officer
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
- --------- -------- ----
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John E. Back Director March 22, 1999
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William G. Barron Director March 22, 1999
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Dale J. Deffner Director March 22, 1999
- --------------------
Robert S. Dunevant Director March 22, 1999
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Philip A. Frantz Director March 22, 1999
- --------------------
Robert E. Hoptry Chairman of the Board March 22, 1999
and Chief Executive Officer
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Martin G. Wilson Director March 22, 1999
- --------------------
Edward J. Zoeller Director March 22, 1999
11