UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 1996
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 0-17379
INDIANA FEDERAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 35-1735820
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
56 Washington Street, Valparaiso, Indiana 46383
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (219) 465-6607
Securities Registered Pursuant to Section 12(b) of the Act:
None
Securities Registered Pursuant to Section 12(g) of the Act:
Common Stock, par value $.01 per share
(Title of class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to such requirements for
the past 90 days. YES X . NO ___.
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
The aggregate market value of the voting stock held by non-affiliates of the
registrant, computed by reference to the closing price of such stock on the
Nasdaq National Market as of March 21, 1997, was $113,582,569. (The exclusion
from such amount of the market value of the shares owned by any person shall not
be deemed an admission by the registrant that such person is an affiliate of the
registrant.)
As of March 21, 1997, there were issued and outstanding 4,779,737 shares of the
Registrant's Common Stock.
DOCUMENTS INCORPORATED BY REFERENCE
Parts II and IV of Form 10-K - Portions of the Annual Report to Stockholders for
the year ended December 31, 1996.
This Form 10-K/A is being filed to include the proxy information for
Indiana Federal Corporation ("IFC" or the "Corporation") required under Part III
of Form 10-K, which information previously was incorporated by reference.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Directors
The business experience of each of the directors of IFC for at least the past
five years is as follows:
Donald A. Lesch (age 46). Effective June 1, 1993, Mr. Lesch became a full-
time, salaried Chairman of the Board of IFC and IFC's wholly-owned subsidiary,
Indiana Federal Bank for Savings ("IndFed Bank"). He became Chief Executive
Officer of both entities in 1996. Prior thereto, Mr. Lesch was an investor and
consultant to Gough and Lesch Development Corporation, a real estate
development company located in Merrillville, Indiana. Mr. Lesch has served on
the Board of Directors of the Corporation since 1990 with his current term
scheduled to expire in the year 1999.
Peter R. Candela (age 58). From 1985 to 1996, Mr. Candela served as
President, ChiefExecutive Officer and Director of IFC and IndFed Bank. In
1996, Mr Candela became the Chief Operating Officer of both entities. Since
1973, Mr. Candela held a variety of positions with IndFed Bank including
Senior Vice President and Chief Financial Officer. Mr. Candela has served on the
Board of Directors of the Corporation since 1987 with his current term scheduled
to expire in the year 1997. Mr. Candela has been nominated by the
Corporation's nominating committee to serve as a director of the Corporation
for a three year term scheduled to expire in the year 2000. Mr. Candela's
nomination will be voted on at the Corporation's annual meeting of stockholders
which is expected to be held in June 1997.
James E. Hutton (age 58). Since June 1993, Mr. Hutton has served as Vice
President in charge of operations for Burrell Professional Labs, Inc., a
professional photo processing company with operations throughout the United
States. Prior thereto, Mr. Hutton was Managing Partner of the Northern
Indiana office of Geo. S. Olive and Co., an accounting firm. Mr. Hutton is a
certified public accountant. Mr. Hutton has served on the Board of Directors of
the Corporation since 1987 with his current term scheduled to expire in the year
1998.
Philip A. Maxwell (age 62). Mr. Maxwell has been a self-employed farmer in
Valparaiso, Indiana since 1959. Mr. Maxwell has served on the Board of
Directors of the Corporation since 1987 with his current term scheduled to
expire in the year 1999.
John R. Poncher, M.D. (age 66). Dr. Poncher is a physician engaged in the
private practice of medicine in Valparaiso, Indiana. Mr. Poncher has served on
the Board of Directors of the Corporation since 1987 with his current term
scheduled to expire in the year 1997. Mr. Poncher has been nominated by the
Corporation's nominating committee to serve as a director of the Corporation
for a three year term scheduled to expire in the year 2000. Mr. Poncher's
2
nomination will be voted on at the Corporation's annual meeting of stockholders
which is expected to be held in June 1997.
Byron Smith, III (age 48). Mr. Smith is the President of Smith Ready Mix,
Inc., a concrete producer located in Valparaiso, Indiana. Mr. Smith has served
on the Board of Directors of the Corporation since 1987 with his current term
scheduled to expire in the year 1997. Mr. Smith has been nominated by the
Corporation's nominating committee to serve as a director of the Corporation
for a three year term scheduled to expire in the year 2000. Mr. Smith's
nomination will be voted on at the Corporation's annual meeting of stockholders
which is expected to be held in June 1997.
Fred A. Wittlinger (age 55). Since 1988, Mr. Wittlinger has served as
President and Chief Executive Officer of United Consumers Club, Inc., a consumer
buying club franchising corporation located in Merrillville, Indiana. Mr.
Wittlinger has served on the Board of Directors of the Corporation since 1992
with his current term scheduled to expire in the year 1998.
Barbara A. Young (age 47). Since January 1, 1994, Ms. Young has served as
President of Benchmark LTD, a real estate development company located in
Valparaiso, Indiana. Prior thereto, Ms. Young was an attorney with the law
firm of Hoeppner, Wagner & Evans, located in both Valparaiso and Merrillville,
Indiana. Ms. Young has served on the Board of Directors of the Corporation
since 1990 with her current term scheduled to expire in the year 1999.
Executive Officers
Information concerning the executive officers of the Corporation is contained
in Part I of the Form 10-K under the caption "Executive Officers of the
Registrant."
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires IFC's directors
and executive officers, and persons who own more than 10% of a registered class
of IFC's equity securities, to file with the SEC initial reports of ownership
and reports of changes in ownership of IFC Common Stock and other equity
securities of IFC. Officers, directors and greater than 10% shareholders are
required by SEC regulation to furnish IFC with copies of all Section 16(a) forms
they file.
To IFC's knowledge, based solely on a review of the copies of such reports
furnished to IFC and written representations that no other reports were
required, all Section 16(a) filing requirements applicable to its officers,
directors and greater than 10 percent beneficial owners were complied
with during the year ended December 31, 1996, except for executive officer
George Eberhardt who inadvertently failed to file on a timely basis a Form 4 in
October 1996 reporting his obligation to transfer IFC Common Stock pursuant to
an agreement entered into in September 1996. A Form 4 was subsequently filed
in March 1997 upon the physical transfer of such shares.
3
ITEM 11. EXECUTIVE COMPENSATION
Directors Compensation and Benefits
Directors Fees. Each non-employee director of the IFC Board (each of whom is
also a director of the IndFed Bank Board) was paid an annual fee during 1996 of
11,850 for serving on the IFC Board and the IndFed Bank Board, except for
Directors Smith and Hutton, Secretary and Vice Chairman, respectively, of the
IFC's and IndFed Bank's Board. During 1996, Messrs. Smith and Hutton
received an annual fee of $14,250, of which $10,950 was paid by IndFed Bank and
the remainder of which was paid by IFC. All other non-employee directors
received $8,550 of their annual fee from IndFed Bank and the remaining
balance from IFC. Each non-employee director is also paid $150 for each IFC
or IndFed Bank committee meeting attended. IFC and IndFed Bank each pay
their own fees to directors for services on their respective Board committees.
Directors Stock Option Plan Awards. The IFC Stock Option Plan provides for
the granting of formula awards to directors of IFC. The director awards are
part of a policy adopted in 1993 by IndFed Bank's Personnel Committee
relating to the granting of awards to directors, executive officers and
certain key employees under the IFC Stock Option Plan, to be carried out by the
Stock Option Committee. Under this policy, awards may be granted to plan
participants by the Stock Option Committee utilizing objective criteria
adopted by the Personnel Committee and approved by the IFC Board, after
taking into account the practices of other publicly traded financial
institutions and such other factors as deemed appropriate.
The IFC Stock Option Plan provides for an annual base award of 3,000 option
shares to each non-employee director. The actual amount each director will
receive is determined under the formula so that non-employee directors will
receive a minimum of 1,500 shares and a maximum of 4,500 shares, subject to IFC
achieving a return on equity of at least 10% and a return on assets of at
least .80%. Pursuant to the formula award provision of the IFC Stock Option
Plan, no options were granted during 1996.
Directors Deferred Compensation Agreements. IFC has entered into a Director
Deferred Compensation Agreement ("DDCA") with five of its non-employee
directors. The DDCAs are unfunded, non-qualified agreements which provide
for retirement, death and disability benefits for the participants and their
designated beneficiaries. Under the DDCAs, each non-employee director may,
for a period of five years, make an annual election to defer receipt of all or a
portion of his or her monthly director fees into a Guaranteed Investment
Contract ("GIC") Account and/or a Phantom Unit Account.
Deferred amounts allocated to the GIC Account will be credited with interest
at the rate of .667% per month. Deferred amounts allocated to the Phantom
Unit Account are used to "purchase" Phantom Units, each representing a share
of IFC Common Stock, at the market price of IFC Common Stock on the date of
the deferral election. Phantom Units are credited with the dividends that
are received by the holders of IFC Common Stock, and are adjusted for any stock
splits or similar events affecting the IFC Common Stock generally. Directors
do not have the option to receive dividends in cash, but may elect to
reinvest such dividends in Phantom Units or in a GIC Account. Upon
termination of the director's service, the Phantom Units are deemed to be sold,
and the proceeds of such sale are distributed to the director in cash pursuant
to the payment provisions of the DDCAs.
4
At normal retirement (age 65), each director will be entitled to receive
over a 15-year period his or her accrued benefit, which is determined by
annuitizing such benefit over the payment period using a monthly interest
factor of .833%. The DDCAs also provide for disability and death benefits,
including a $10,000 burial expense payment. Until disbursed, the amounts
directed to be deferred are subject to the claims of general creditors.
Compensation Committee Interlocks and Insider Participation
The Personnel Committee, which acts as the compensation committee for IFC and
IndFed Bank, is comprised of Directors Smith (Chairman), Hutton, Poncher, Young,
Lesch (ex officio) and Candela (ex officio). During 1996, Mr. Lesch served as
the Chairman of the Board and Chief Executive Officer of IFC and IndFed Bank and
Mr. Candela served as President and Chief Operating Officer of IFC and IndFed
Bank.
Executive Compensation
The following table sets forth information concerning the compensation paid
or granted to IFC's Chief Executive Officer and President. No other executive
officer of IFC was paid or granted compensation in excess of $100,000 during
1996. IFC has not granted any stock appreciation rights to date.
SUMMARY COMPENSATION TABLE
Long Term Compensation
Annual Compensation(1) Awards
-------------------------- ------------------------------
Securities
Restricted Stock Underlying All Other
Name and Principal Award(s) Options Compensation
Position Year Salary ($) Bonus ($)(2) ($) (#) ($)
- ------------------ ---- ---------- ------------ ---------------- ---------- ------------
Donald A. Lesch 1996 $168,427 --- --- 3,000 $9,000 (4)
Chairman of the Board/ 1995 139,992 --- --- 27,000 8,400
Chief Executive Officer 1994 119,996 $18,099 --- 4,500 12,924
Peter R. Candela, 1996 $160,008 (3) --- --- 3,000 $10,500 (4)
President 1995 160,008 (3) --- --- 3,000 11,100
1994 156,504 (3) $18,880 --- 4,500 17,366
(1) Messrs. Lesch and Candela did not receive any additional benefits or
perquisites which, in the aggregate, exceeded the lesser of 10% of their
salary and bonus or $50,000.
(2) Paid pursuant to IFC's Incentive Compensation Plan. See "COMPENSATION
COMMITTEE REPORT ON EXECUTIVE COMPENSATION - Bonus Awards for 1996."
(3) Includes $11,400 in compensation deferred pursuant to Mr. Candela's
Executive Deferred Compensation Agreement. Under the agreement, Mr.
Candela has elected to defer 100% of the portion of his annual salary
which equals the annual base Board fees received by non-employee Directors
of IndFed Bank for attendance at regular Board meetings. Additional
terms of Mr. Candela's agreement are substantially similar to those for
IFC's directors. See "DIRECTORS COMPENSATION AND BENEFITS -- Directors
Deferred Compensation Agreements" above.
(4) Represents IndFed Bank's 1996 contributions to the Employee Stock Ownership
Plan of $9,000 and $9,000 and to IndFed Bank's 401(K) plan of zero and
$1,500 to Messrs. Lesch and Candela, respectively.
5
The following table sets forth certain information with respect to the number
and value of stock options held by the named executive officers at December 31,
1996. To date, no stock appreciation rights have been granted by IFC.
AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION VALUES
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options
Options at FY-End (#) FY-End ($)
---------------------------- ----------------------------
Shares
Acquired on Value
Name Exercise (#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
- --------------------- ------------ ------------ ----------- ------------- ----------- -------------
Donald A. Lesch --- --- 30,450 7,800 $59,944 $36,037
Peter R. Candela 15,001 $229,766 6,450 7,800 $35,306 $36,037
Employment Agreements
IndFed Bank has entered into employment agreements with both Messrs. Lesch
and Candela which provide for an annual base salary in an amount not less than
such individual's current salary. The agreements were initially for a term of
three years each and provide for extensions of one year at the end of each year
(in addition to the then-remaining term under the agreement) upon the review and
at the discretion of the Board of Directors of IndFed Bank. Upon review of the
employment agreements for the year ended December 31, 1996, the IndFed Bank
Board elected not to extend, the terms of such agreements for Messrs. Lesch and
Candela; accordingly, Messrs. Lesch and Candela now have two years remaining on
their current employment agreements.
The employment agreements provide for termination upon such individual's
death, disability, for cause or in certain events specified by regulations of
IndFed Bank's primary regulator, the United States Office of Thrift Supervision.
The employment agreements are terminable by Messrs. Lesch and Candela upon 90
days' notice to IndFed Bank. The agreements each provide for payment to Messrs.
Lesch and Candela of 299% of their "base amount" of compensation (as defined
under Section 280G(b)(3) of the Internal Revenue Code of 1986, as amended
(the "Code")) in the event there is a change in control of IFC or IndFed Bank,
where employment terminates involuntarily in connection with such a change in
control or within 12 months thereafter. Such termination payment is provided on
a similar basis in connection with the voluntary termination of employment,
where the change in control was at any time or at any price opposed by IFC's
Board of Directors. Assuming a change in control were to take place as of
December 31, 1996, the aggregate amounts payable to Messrs. Lesch and Candela
pursuant to this change in control provision would be approximately $568,100 and
$478,400, respectively. The agreements also provide, among other things, for
participation in an equitable manner in employee benefits applicable to
executive personnel.
Executive Supplemental Retirement Income Agreements
IFC and IndFed Bank have entered into Executive Supplemental Retirement
Income Agreements ("ESRIAs") with Messrs. Lesch and Candela, as well as with
certain other key officers. The ESRIAs are unfunded, non-qualified agreements
which provide for an annual benefit to each executive of an amount generally
equal to a stated percentage (of between 15% and 45%) of the executive's highest
five-year average "base compensation" (which includes salary, but excludes
6
bonuses and fringe benefits) paid by IFC and/or IndFed Bank, to be paid over a
15-year period. The ESRIAs also provide for disability and death benefits,
including a $10,000 burial expense payment. In addition, the ESRIAs for Mr.
Candela and Mr. Lesch provide that they will be eligible to receive their full
supplemental benefit in the event they involuntarily terminate their employment
with IndFed Bank and/or IFC prior to reaching retirement age. Until disbursed,
the amounts payable under the ESRIAs are subject to the claims of general
creditors. Assuming Messrs. Lesch and Candela were involuntarily terminated
from the employment of IFC or IndFed Bank as of December 31, 1996, they would
have been eligible to receive, at normal retirement, an annual benefit of
approximately $145,000 and $63,000, respectively, under their ESRIA. The annual
benefit upon retirement at normal retirement age payable to each such individual
under their ESRIA is estimated, based on assumed salary increases, to be
approximately $145,000 and $63,000, respectively.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The table below sets forth management s beneficial ownership of IFC common
stock as of April 10, 1997. At such date IFC had 4,786,385 shares of common
stock outstanding. No persons or entities were known by management to
beneficially own more than five percent of the outstanding shares of the
Company's Common Stock as of April 10, 1997. IFC does not have any other type
of equity security outstanding.
Shares of Common Percent
Stock Beneficially of
Directors and Executive Officers Owned(1) Class
- -------------------------------- ------------------ -------
Donald A. Lesch , Chairman of the Board and
Chief Executive Officer 76,241 1.6%
Peter R. Candela, Director, President and
Chief Operating Officer 102,874 2.1%
James E. Hutton, Director 55,559 1.2%
Philip A. Maxwell, Director 62,748 1.3%
John R. Poncher, M.D., Director 37,691 0.8%
Byron Smith III, Director 32,725 0.7%
Fred A. Wittlinger, Director 53,619 1.1%
Barbara A. Young, Director 46,449 1.0%
Directors and Executive Officers of IFC as a group
(14 persons) 579,556 11.8%
_______________________
(1) Includes shares held directly, as well as shares which are subject to
immediately exercisable options and options exercisable within 60 days of
the Voting Record Date, under IFC's Stock Option Plan, shares held in
retirement accounts or by certain members of the named individual's family
or corporations for which an individual is an officer or director or held by
trust of which an individual is trustee or a substantial beneficiary, over
which shares the individual may be deemed to have sole or shared voting and/
or investment power. The above named individuals held exercisable options
and options exercisable within 60 days of the Voting Record Date as follows:
Chairman Lesch - 30,450 shares; President Candela - 6,450 shares; Director
Hutton - 7,125 shares; Director Maxwell - 7,125 shares; Director Poncher -
7,125 shares; Director Smith - 7,125 shares; Director Wittlinger - 25,125
shares; Director Young - 25,126 shares; and the Directors and Executive
Officers as a group - 126,851 shares.
7
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Indebtedness of Management
IndFed Bank (IFC s wholly-owned thrift subsidiary), like many financial
institutions, has followed a policy of granting loans to eligible officers and
directors. Any and all loans to officers and directors are made in the ordinary
course of business in accordance with IndFed Bank's standard underwriting
practices and procedures, were all made in the ordinary course of business,
were made on substantially the same terms, including interest rates and
collateral, as these prevailing at the time for comparable transactions with
other persons, and did not include more than the normal risk of collectibility
or present other unfavorable features.
8
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
INDIANA FEDERAL CORPORATION
Date: April 29, 1997 By: /s/Donald A. Lesch
Donald A. Lesch, Chairman of the Board
and Chief Executive Officer
(Duly Authorized Representative)
9