FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended JUNE 30, 1997 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 0-5907 1st SOURCE CORPORATION (Exact name of registrant as specified in its charter) INDIANA 35-1068133 (State of other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 100 North Michigan Street South Bend, Indiana 46601 (Address of principal executive offices) (Zip Code) (219) 235-2702 (Registrant's telephone number, including area code) Not Applicable (Former name, former address and former fiscal year, if changed since last report.) 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 Number of shares of common stock outstanding as of June 30, 1997 - 15,654,024 shares. PART I. FINANCIAL INFORMATION ITEM 1. Financial Statements Page Consolidated statements of financial condition -- 3 June 30, 1997, and December 31, 1996 Consolidated statements of income -- 4 three months and six months ended June 30, 1997 and 1996 Consolidated statements of cash flows -- 5 six months ended June 30, 1997 and 1996 Notes to the Consolidated Financial Statements 6 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION 1st Source Corporation and Subsidiaries (Dollars in thousands) June 30, December 31, 1997 1996 ASSETS Cash and due from banks $ 97,334 $ 137,588 Interest bearing deposits with other banks 882 600 Investment securities: Securities available-for-sale, at fair value (amortized cost of $312,988 and $303,177 at June 30, 1997 and December 31, 1996) 312,209 302,602 Securities held-to-maturity, at amortized cost (fair value of $120,553 and $125,218 at June 30, 1997 and December 31, 1996) 116,669 120,494 Total Investment Securities 428,878 423,096 Loans - net of unearned discount 1,622,448 1,455,563 Reserve for loan losses (31,889) (29,516) Net Loans 1,590,559 1,426,047 Premises and equipment 29,264 27,780 Other assets 77,338 64,656 Total Assets $2,224,255 $2,079,767 LIABILITIES AND SHAREHOLDERS' EQUITY Deposits: Non-interest bearing $ 230,250 $ 207,280 Interest bearing 1,482,037 1,426,698 Total Deposits 1,712,287 1,633,978 Federal funds purchased and securities sold under agreements to repurchase 167,207 112,580 Other short-term borrowings 67,511 112,283 Other liabilities 34,322 30,497 Long-term debt 15,505 18,596 Total Liabilities 1,996,832 1,907,934 Guaranteed Preferred Beneficial Interests in the Company's Subordinated Debentures 44,750 -- Shareholders' equity: Common stock-no par value 5,700 5,700 Capital surplus 69,947 69,947 Retained earnings 113,163 102,399 Less cost of common stock in treasury (6,569) (6,670) Unrealized appreciation of investment securities, net 432 457 Total Shareholders' Equity 182,673 171,833 Total Liabilities and Shareholders' Equity $2,224,255 $2,079,767 The accompanying notes are a part of the consolidated financial statements. CONSOLIDATED STATEMENTS OF INCOME 1st Source Corporation and Subsidiaries (Dollars in thousands, except per share amounts) Three Months Ended Six Months Ended June 30 June 30 1997 1996 1997 1996 Interest Income: Loans, including fees $36,414 $30,751 $69,424 $60,246 Investment securities: Taxable 4,223 3,851 8,245 7,568 Tax-exempt 2,056 2,051 4,090 4,024 Other 65 228 145 274 Total Interest Income 42,758 36,881 81,904 72,112 Interest Expense: Deposits 17,648 15,779 34,136 31,025 Short-term borrowings 3,154 1,975 5,824 3,778 Long-term debt 281 339 598 685 Total Interest Expense 21,083 18,093 40,558 35,488 Net Interest Income 21,675 18,788 41,346 36,624 Provision for Loan Losses 479 1,193 1,708 2,402 Net Interest Income After Provision for Loan Losses 21,196 17,595 39,638 34,222 Other Income: Trust fees 1,723 1,833 3,492 3,456 Service charges on deposit accounts 1,287 1,178 2,536 2,354 Mortgage servicing fees, and mortgage loan sale income 1,216 954 2,335 1,933 Equipment rental income 1,506 408 2,662 609 Commission, securitization and other income 1,786 1,447 3,473 2,876 Investment securities and other gains (losses) (484) 89 (303) 127 Total Other Income 7,034 5,909 14,195 11,355 Other Expense: Salaries and employee benefits 10,051 8,911 19,742 17,563 Net occupancy expense 1,022 1,162 2,194 2,316 Furniture and equipment expense 1,732 1,362 3,276 2,657 Depreciation - leased equipment 1,825 203 2,009 429 Business development and marketing expense 1,389 714 1,882 1,185 Other 1,987 2,299 5,146 4,369 Total Other Expense 18,006 14,651 34,249 28,519 Income Before Income Taxes and Subsidiary Trust Distributions 10,224 8,853 19,584 17,058 Income taxes 3,222 3,072 6,457 5,911 Distribution on Preferred Securities of Subsidiary Trusts, Net of Tax 561 -- 620 -- Net Income $ 6,441 $ 5,781 $12,507 $11,147 Per Common Share: <F1> Net Income $ 0.40 $ 0.36 $ 0.78 $ 0.70 Dividends $0.075 $0.064 $0.147 $0.128 Weighted Average Common Shares Outstanding 16,161,677 16,010,487 16,129,864 15,990,855 <FN> <F1> The computation of per share data gives retroactive recognition to a 5:4 stock split declared on January 21, 1997. </FN> The accompanying notes are a part of the consolidated financial statements. CONSOLIDATED STATEMENTS OF CASH FLOWS 1st Source Corporation and Subsidiaries (Dollars in thousands) Six Months Ended June 30 1997 1996 Operating Activities: Net income $ 12,507 $ 11,147 Adjustments to reconcile net income to net cash provided by operating activities: Provision for loan losses 1,708 2,402 Depreciation of premises and equipment 3,662 1,587 Amortization of investment security premiums and accretion of discounts, net 428 328 Deferred income taxes (659) 118 Realized investment securities (gains) 303 (127) Increase in interest receivable (1,266) (560) Increase in interest payable 4,980 3,243 Other (9,982) (4,691) Net Cash Provided by Operating Activities 11,681 13,447 Investing Activities: Proceeds from sales and maturities of investment securities 55,260 58,328 Purchases of investment securities (61,976) (56,100) Net decrease in short-term investments (282) (5,345) Loans sold or participated to others 84,349 76,646 Net increase in loans made to customers and principal collections on loans (243,660) (186,565) Net increase in leased assets (6,748) (5,117) Purchases of premises and equipment (2,285) (3,278) Other (2,862) 1,389 Net Cash Used in Investing Activities (178,204) (120,042) Financing Activities: Net increase (decrease) in demand deposits, NOW accounts and savings accounts (2,927) 9,765 Net increase in certificates of deposit 81,237 96,886 Net increase in short-term borrowings 9,855 17,469 Payments on long-term debt (3,091) (2,242) New issuance of trust preferred securities 44,750 0 Acquisition of treasury stock (1,247) (891) Cash dividends (2,300) (2,001) Other (8) (11) Net Cash Provided by Financing Activities 126,269 118,975 (Increase) Decrease in Cash and Cash Equivalents (40,254) 12,380 Cash and Cash Equivalents, Beginning of Year 137,588 94,517 Cash and Cash Equivalents, End of Period $ 97,334 $106,897 The accompanying notes are a part of the consolidated financial statements. Notes to the Consolidated Financial Statements 1. The unaudited consolidated condensed financial statements have been prepared in accordance with the instructions for Form 10-Q and therefore do not include all information and footnotes necessary for a fair presentation of financial position, results of operations and cash flows in conformity with generally accepted accounting principles. The information furnished herein reflects all adjustments (all which are normal and recurring in nature) which are, in the opinion of management, necessary for a fair presentation of the results for the interim periods for which this report is submitted. The 1996 1st Source Corporation Annual Report on Form 10-K and quarterly report on Form 10-Q for the quarter ended March 31, 1997, should be read in conjunction with these statements. 2. 1st Source has adopted Financial Accounting Standard No. 125 (SFAS 125), "Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities," as of January 1, 1997. SFAS 125 requires that after a transfer of financial assets, an entity must recognize the financial and servicing assets controlled and liabilities incurred and derecognize financial assets and liabilities in which control is surrendered or when debt is extinguished. The impact on 1st Source's financial position and results of operations has not been material. 3. In February 1997, Statement of Financial Accounting Standards No. 128 (SFAS 128), "Earnings Per Share," was issued by the Financial Accounting Standards Board. 1st Source is required to adopt this pronouncement as of December 31, 1997. SFAS No. 128 will require 1st Source to make a dual presentation of basic and fully diluted earnings per share on the face of its consolidated statements of income. The Company does not presently anticipate that SFAS No. 128 will have a significant impact on the Company's historically reported earnings per share. 4. During 1997, 1st Source raised $44.75 million through the issuance of Cumulative Trust Preferred Securities. 1st Source Capital Trust I issued $27.5 million of 9.00% Cumulative Trust Preferred Securities. 1st Source Capital Trust II issued $17.25 million of floating rate Cumulative Trust Preferred Securities. 1st Source Capital Trust I and 1st Source Capital Trust II are wholly-owned consolidated subsidiaries of the Company. The Holders of the Fixed Rate Preferred Securities are entitled to receive preferential cumulative cash distributions from 1st Source Capital Trust I, at the annual rate of 9.00% of the liquidation amount of $25 per Preferred Security, accruing from the date of original issuance and payable quarterly in arrears on the last day of March, June, September and December of each year. Holders of the Floating Rate Preferred Securities are entitled to receive preferential cumulative cash distributions from 1st Source Capital Trust II, at the annual rate equal to the sum of the 3-Month Treasury plus 2.25% of the liquidation amount of $25 per Floating Rate Preferred Security accruing from the date of original issuance and payable quarterly in arrears on the last day of March, June, September and December of each year. The Company, 1st Source Capital Trust I and 1st Source Capital Trust II have executed a guarantee with regard to the trust preferred securities. The guarantee, when taken together with the company's obligations under the trust debentures, the indenture pursuant to which the trust debentures were issued, and the applicable trust document, provides a full and unconditional guarantee of the trusts' obligations under the trust preferred securities. 5. During the second quarter of 1997, the Governor signed a bill passed by the Indiana Legislature that permits state-chartered banks to sell life insurance products to consumers in Indiana under the same statutory and regulatory conditions that apply to traditional insurance brokerage activities. This brings Indiana into alignment with more than 30 other states which allow their consumers the benefits of additional competition in the insurance marketplace. During the same session, the Governor signed into law two additional bills passed by the legislature that permit powers of national banks for state banks. It authorizes a state-chartered bank or trust company to exercise rights and privileges that are granted to national banks domiciled in Indiana if it requests permission from the Department of Financial Institutions. The other significant bill permits Indiana state-chartered banks to own subsidiaries in states other than Indiana. Previously, only subsidiaries located in the State of Indiana could be owned by Indiana state banks. PART I. ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This discussion and analysis should be read in conjunction with the Company's consolidated condensed financial statements and the financial and statistical data appearing elsewhere in this report and the 1996 1st Source Corporation Annual Report on Form 10-K and the quarterly report on Form 10-Q for the quarter ended March 31, 1997. The amounts shown in this analysis have been adjusted to reflect tax-exempt income on a tax equivalent basis using a 40.525% rate. Management's discussion and analysis contains forward-looking statements that are provided to assist in the understanding of anticipated future financial performance. However, such performance involves risks and uncertainties which may cause actual results to differ materially from those in such statements. For a discussion of certain factors that may cause such forward-looking statements to differ materially from actual results, see the 1996 Form 10-K. COMPARISON OF THREE-MONTH AND SIX-MONTH PERIODS ENDED JUNE 30, 1997 AND 1996 Net income for the three-month and six-month periods ended June 30, 1997, was $6,441,000 and $12,507,000 respectively, compared to $5,781,000 and $11,147,000 for the equivalent periods in 1996. The primary reasons for the increase were an increase in net interest income and a strong increase in other income offset by an increase in other expense. Net income per share increased to $0.40 and $0.78, respectively, for the three-month and six-month periods ended June 30, 1997, from $0.36 and $0.70 in 1996. Return on average common shareholders' equity was 14.26% for the six months ended June 30, 1997, compared to 14.30% in 1996. The return on total average assets was 1.21% for the six months ended June 30, 1997, compared to 1.22% in 1996. NET INTEREST INCOME The taxable equivalent net interest income for the three-month period ended June 30, 1997, was $22,602,000, an increase of 14.50% over the same period in 1996, resulting in a net yield of 4.50% compared to 4.53% in 1996. The fully taxable equivalent net interest income for the six-month period ended June 30, 1997, was $43,225,000, an increase of 12.21% over 1996, resulting in a net yield of 4.47% compared to 4.52% in 1996. Total average earning assets increased 14.78% and 13.86%, respectively, for the three-month and six-month periods ended June 30, 1997, over the comparative periods in 1996. Total average investment securities increased 7.07% and 7.01%, respectively for the three-month and six-month periods, due to an increase in municipal and agency securities, while a 18.10% and 16.34% increase for the three-month and six-month periods for average loans occurred primarily in commercial mortgage, transportation and equipment loans. The taxable equivalent yields on total average earning assets were 8.70% and 8.67% for the three-month period ended June 30, 1997, and 1996, and 8.66% and 8.68% for the six-month period ended June 30, 1997, and 1996. Average deposits increased 9.72% and 9.79%, respectively, for the three- month and six-month periods over the same periods from 1996. The cost rate on average interest-bearing funds was 5.02% and 4.86% for the three-months ended June 30, 1997, and 1996, and 4.95% and 4.88% for the six-month periods ended June 30, 1997 and 1996. The majority of the growth in deposits from last year has occurred in time deposits of $100 thousand and over and time deposits greater than one year. The following table sets forth consolidated information regarding average balances and rates. DISTRIBUTION OF ASSETS, LIABILITIES AND SHAREHOLDERS' EQUITY INTEREST RATES AND INTEREST DIFFERENTIAL (Dollars in thousands) Three Months Ended June 30 1997 1996 Interest Interest Average Income/ Yield/ Average Income/ Yield/ Balance Expense Rate Balance Expense Rate ASSETS: Investment securities: Taxable $ 271,198 $ 4,224 6.25% $ 248,880 $ 3,851 6.22% Tax exempt <F1> 151,999 2,951 7.79% 146,382 2,967 8.15% Net loans <F2><F3> 1,584,549 36,444 9.23% 1,341,731 30,789 9.23% Other investments 5,983 66 4.42% 17,359 227 5.04% Total Earning Assets 2,013,729 43,685 8.70% 1,754,352 37,834 8.67% Cash and due from banks 70,953 73,521 Reserve for loan losses (31,191) (28,072) Other assets 101,330 76,409 Total $2,154,821 $1,876,210 LIABILITIES AND SHAREHOLDERS' EQUITY: Interest bearing deposits $1,450,089 $17,648 4.88% $1,323,958 $15,780 4.79% Short-term borrowings 218,310 3,154 5.79% 152,049 1,974 5.22% Long-term debt 16,195 281 6.95% 20,012 340 6.84% Total Interest Bearing Liabilities 1,684,594 21,083 5.02% 1,496,019 18,094 4.86% Noninterest bearing deposits 211,168 190,102 Other liabilities 79,629 31,524 Shareholders' equity 179,430 158,565 Total $2,154,821 $1,876,210 Net Interest Income $22,602 $19,740 Net Yield on Earning Assets on a Taxable Equivalent Basis 4.50% 4.53% Six Months Ended June 30 1997 1996 Interest Interest Average Income/ Yield/ Average Income/ Yield/ Balance Expense Rate Balance Expense Rate ASSETS: Investment securities: Taxable $ 269,673 $ 8,245 6.17% $ 249,129 $ 7,568 6.11% Tax exempt <F1> 151,172 5,900 7.87% 144,132 5,846 8.16% Net loans <F2><F3> 1,524,335 69,491 9.19% 1,310,208 60,322 9.26% Other investments 6,370 146 4.63% 10,473 273 5.24% Total Earning Assets 1,951,550 83,782 8.66% 1,713,942 74,009 8.68% Cash and due from banks 70,556 72,886 Reserve for loan losses (30,516) (27,819) Other assets 97,483 74,901 Total $2,089,073 $1,833,910 LIABILITIES AND SHAREHOLDERS' EQUITY: Interest bearing deposits $1,420,196 34,136 4.85% $1,295,154 31,025 4.82% Short-term borrowings 214,578 5,824 5.47% 148,307 3,778 5.12% Long-term debt 17,383 598 6.91% 20,426 686 6.76% Total Interest Bearing Liabilities 1,652,157 40,558 4.95% 1,463,887 35,489 4.88% Noninterest bearing deposits 200,835 181,326 Other liabilities 59,147 31,932 Shareholders' equity 176,934 156,765 Total $2,089,073 $1,833,910 Net Interest Income $43,224 $38,520 Net Yield on Earning Assets on a Taxable Equivalent Basis 4.47% 4.52% <FN> <F1>Interest income includes the effects of taxable equivalent adjustments, using a 40.525% rate for 1997 and 1996. Tax equivalent adjustments for the three-month periods were $895 in 1997 and $916 in 1996 and for the six-month periods were $1,811 in 1997 and $1,822 in 1996. <F2>Loan income includes fees on loans for the three-month periods of $964 in 1997 and $718 in 1996 and for the six-month periods of $1,761 in 1997 and $1,474 in 1996. Loan income also includes the effects of taxable equivalent adjustments, using a 40.525% rate for 1997 and 1996. The tax equivalent adjustments for the three-month periods were $31 in 1997 and $37 in 1996 and for the six-month periods were $67 in 1997 and $75 in 1996. <F3>For purposes of this computation, non-accruing loans are included in the daily average loan amounts outstanding. </FN> PROVISION FOR LOAN LOSSES The provision for loan losses for the three-month period ended June 30, 1997, and 1996, was $479,000 and $1,193,000, respectively, and was $1,708,000 and $2,402,000 for the six-month periods ended June 30, 1997 and 1996. Net Recoveries of $406,000 have been recorded for the three-month period ended June 30, 1997, compared to $223,000 of Net Charge-offs for the same period in 1996. Year-to-date Net Recoveries of $665,000 have been recorded in 1997, compared to Net Charge-Offs of $1,332,000 through June 1996. The reserve for loan losses was $31,889,000 or 1.97% of net loans at June 30, 1997, compared to $29,516,000 or 2.03% of net loans at December 31, 1996. Non-performing assets at June 30, 1997, were $7,991,000 compared to $7,773,000 at December 31, 1996, an increase of 2.8%. At June 30, 1997, non-performing assets were .49% of net loans compared to .53% at December 31, 1996. It is management's opinion that the reserve for loan losses is adequate to absorb anticipated losses in the loan portfolio as of June 30, 1997. OTHER INCOME Other income for the three-month periods ended June 30, 1997, and 1996 was $7,034,000 and $5,909,000, respectively, and for the six-month periods was $14,195,000 in 1997 and $11,355,000 in 1996. For the six-month period, trust fees increased 1.04%, service charges on deposit accounts increased 7.73%, mortgage servicing fees and mortgage loan sale income increased 20.80%, equipment rental income increased 437.11% and commission, securitization and other income increased 20.76%. The significant increase in equipment rental income was primarily due to substantial growth in operating leases. Investment Security losses and other losses for the six- month period ended June 30, 1997, were $303,000 compared to net gains of $127,000 in 1996. The net losses in 1997 were primarily due to a write-down pertaining to a venture capital investment. The net gains in 1996 were primarily due to adjustments made to the carrying value of certain partnership investments. OTHER EXPENSE Other expense for the three-month period ended June 30, 1997, was $18,006,000, an increase of 22.90% over the same period in 1996 and was $34,249,000 for the six-month period ended June 30, 1997, an increase of 20.1% over 1996. For the six-month period ended June 30, 1997, salaries and employee benefits increased 12.41%, net occupancy expense decreased 5.27%, furniture and equipment expense increased 23.30%, depreciation on leased equipment increased 468.30%, business development and marketing expense increased 58.82%, and miscellaneous other expenses increased 17.78% over the same period in 1996. The increase in salaries and furniture and equipment expense is primarily due to ten new branches being opened in 1996. Business development and marketing expense increased due to appreciated stock donated to the 1st Source Foundation. This action enabled 1st Source to capitalize on a tax deduction based on the appreciated value of the donated stock. The increase in miscellaneous expense is due to an increase in supplies and communications expense. The increase in depreciation of leased equipment is due to a significant volume increase of operating leases from the prior year. INCOME TAXES The provision for income taxes for the three-month and six-month periods ended June 30, 1997, was $3,222,000 and $6,457,000, respectively, compared to $3,072,000 and $5,911,000 for the comparable periods in 1996. The provision for income taxes for the six months ended June 30, 1997, and 1996, is at a rate which management believes approximates the effective rate for the year. The increase was due to increased taxable income in 1997. The decrease in the effective tax rate was due to the donation of appreciated stock, previously mentioned in other expense. CAPITAL RESOURCES The banking regulators have established guidelines for leverage capital requirements, expressed in terms of Tier 1 or core capital as a percentage of average assets, to measure the soundness of a financial institution. These guidelines require all banks to maintain a minimum leverage capital ratio of 4.00% for adequately capitalized banks and 5.00% for well-capitalized banks. 1st Source's leverage capital ratio was 10.39% at June 30, 1997. The Federal Reserve Board has established risk-based capital guidelines for U.S. banking organizations. The guidelines established a conceptual framework calling for risk weights to be assigned to on and off-balance sheet items in arriving at risk-adjusted total assets, with the resulting ratio compared to a minimum standard to determine whether a bank has adequate capital. The minimum standard risk-based capital ratios effective in 1997 are 4.00% for adequately capitalized banks and 6.00% for well- capitalized banks for Tier 1 risk-based capital and 8.00% and 10.00%, respectively, for total risk-based capital. 1st Source's Tier 1 risk-based capital ratio on June 30, 1997, was 12.99% and the total risk-based capital ratio was 14.42%. LIQUIDITY AND INTEREST RATE SENSITIVITY Asset and liability management includes the management of interest rate sensitivity and the maintenance of an adequate liquidity position. The purpose of liquidity management is to match the sources and uses of funds to anticipated customers' deposits and withdrawals, to anticipate borrowing requirements and to provide for the cash flow needs of 1st Source. The purpose of interest rate sensitivity management is to stabilize net interest income during periods of changing interest rates. Close attention is given to various interest rate sensitivity gaps and interest rate spreads. Maturities of rate sensitive assets are carefully maintained relative to the maturities of rate sensitive liabilities and interest rate forecasts. At June 30, 1997, the consolidated statement of financial condition was rate sensitive by $11,232,000 more liabilities than assets scheduled to reprice within one year or 98.99%. Management adjusts the composition of its assets and liabilities to manage the interest rate sensitivity gap based upon its expectations of interest rate fluctuations. 1st Source has entered into two off-balance sheet interest rate swaps as part of its interest rate risk management strategy. The swaps are being used to hedge against the Company's Prime floating rate loans. The notional amount of the first swap as of June 30, 1997, is $27 million. It has a maturity date of January, 2002, and has a current fair value of $(556,000). The second swap has a notional amount of $28 million as of June 30 1997. It has a maturity date of March, 2001, and has a current fair value of $(324,000). The Company pays a variable interest rate (one-month LIBOR) on each swap and receives a fixed rate. The interest rate swaps are the most efficient means of protecting the bank's net interest rate margin in a declining interest rate environment. Conversely, if interest rates increase, the increased contribution to net interest income from on-balance sheet assets will substantially offset any negative impact on net interest income from these swap transactions. PART II. OTHER INFORMATION ITEM 1. Legal Proceedings. None ITEM 2. Changes in Securities. None ITEM 3. Defaults Upon Senior Securities. None ITEM 4. Submission of Matters to a Vote of Security Holders During the second quarter of 1997, 1st Source Corporation's shareholders re-elected Rev. E. William Beauchamp, Paul R. Bowles, William P. Johnson and Richard J. Pfeil as directors at the April 17, 1997, annual meeting. They were elected for terms ending in April, 2000. The election showed that 14,202,981 votes were cast (representing 90% of all eligible shares) with all directors receiving a majority of the votes cast. 1st Source Corporation's shareholders also elected to approve the 1997 Employee Stock Purchase Plan and the offering of 200,000 shares of 1st Source Common Stock thereunder. The election tally showed that 14,108,612 votes were cast (representing 90% of all eligible shares) with the proposal receiving a majority of the votes cast. Also at the shareholder's meeting, 1st Source Corporation's shareholders approved the amendments to the Stock Option Plan in order to exempt Plan benefits from the $1 million deductibility limitation pursuant to Section 162(m) of the Internal Revenue Code of 1986, as amended. The election tally showed that 14,099,177 votes were cast (representing 90% of all eligible shares) with the proposed receiving a majority of the votes cast. ITEM 5. Other Information. None ITEM 6. Exhibits and Reports on Form 8-K. None SIGNATURES Pursuant to the requirements 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. 1st Source Corporation DATE 8/14/97 /s/ Christopher J. Murphy III (Signature) Christopher J. Murphy III, President DATE 8/14/97 /s/ Larry E. Lentych (Signature) Larry E. Lentych, Treasurer (Chief Accounting and Financial Officer)