SCHEDULE 14A
Information Required in Proxy Statement
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant: Yes.
Filed by a Party other than the Registrant: No.
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as Permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
RIVER VALLEY BANCORP
(Name Of Registrant As Specified In Its Charter)
RIVER VALLEY BANCORP
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11
(1) Title of each class of securities to which transaction
applies: N/A
(2) Aggregate number of securities to which transaction
applies: N/A
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth
the amount on which the filing fee is calculated and
state how it was determined): N/A
(4) Proposed maximum aggregate value of transaction: N/A
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or
Schedule and the date of its filing. N/A
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
River Valley Bancorp
303 Clifty Drive
P.O. Box 1590
Madison, Indiana 47250-0590
(812) 273-4949
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
----------------------------------------
To Be Held On April 19, 2000
Notice is hereby given that the Annual Meeting of Shareholders of River
Valley Bancorp (the "Holding Company") will be held at 430 Clifty Drive,
Madison, Indiana, on Wednesday, April 19, 2000, at 3:00 p.m., Eastern Standard
Time.
The Annual Meeting will be held for the following purposes:
1. Election of Directors. Election of two of the directors of the Holding
Company for terms expiring in 2003.
2. Other Business. Such other matters as may properly come before the
meeting or any adjournment thereof.
Shareholders of record at the close of business on February 21, 2000, are
entitled to vote at the meeting or any adjournment thereof.
We urge you to read the enclosed Proxy Statement carefully so that you may
be informed about the business to come before the meeting, or any adjournment
thereof. At your earliest convenience, please sign and return the accompanying
proxy in the postage-paid envelope furnished for that purpose.
A copy of our Annual Report for the fiscal year ended December 31, 1999, is
enclosed. The Annual Report is not a part of the proxy soliciting material
enclosed with this letter.
By Order of the Board of Directors
/S/ Matthew P. Forrester
Matthew P. Forrester, President
Madison, Indiana
March 15, 2000
IT IS IMPORTANT THAT THE PROXIES BE RETURNED PROMPTLY. THEREFORE, WHETHER OR NOT
YOU PLAN TO BE PRESENT IN PERSON AT THE ANNUAL MEETING, PLEASE SIGN, DATE AND
COMPLETE THE ENCLOSED PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE WHICH
REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
River Valley Bancorp
303 Clifty Drive
P.O. Box 1590
Madison, Indiana 47250-0590
(812) 273-4949
---------------
PROXY STATEMENT
---------------
FOR
ANNUAL MEETING OF SHAREHOLDERS
April 19, 2000
This Proxy Statement is being furnished to the holders of common stock,
without par value (the "Common Stock"), of River Valley Bancorp (the "Holding
Company"), an Indiana corporation, in connection with the solicitation of
proxies by the Board of Directors of the Holding Company to be voted at the
Annual Meeting of Shareholders to be held at 3:00 p.m., Eastern Standard Time,
on April 19, 2000, at 430 Clifty Drive, Madison, Indiana, and at any adjournment
of such meeting. The principal asset of the Holding Company consists of 100% of
the issued and outstanding shares of common stock, $.01 par value per share, of
River Valley Financial Bank (the "Thrift"). This Proxy Statement is expected to
be mailed to the shareholders of the Holding Company on or about March 15, 2000.
The proxy solicited hereby, if properly signed and returned to the Holding
Company and not revoked prior to its use, will be voted in accordance with the
instructions contained therein. If no contrary instructions are given, each
proxy received will be voted for each of the matters described below and, upon
the transaction of such other business as may properly come before the meeting,
in accordance with the best judgment of the persons appointed as proxies.
Any shareholder giving a proxy has the power to revoke it at any time
before it is exercised by (i) filing with the Secretary of the Holding Company
written notice thereof (Lonnie D. Collins, 303 Clifty Drive, P.O. Box 1590,
Madison, Indiana 47250-0590), (ii) submitting a duly executed proxy bearing a
later date, or (iii) by appearing at the Annual Meeting and giving the Secretary
notice of his or her intention to vote in person. Proxies solicited hereby may
be exercised only at the Annual Meeting and any adjournment thereof and will not
be used for any other meeting.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Only shareholders of record at the close of business on February 21, 2000
("Voting Record Date"), will be entitled to vote at the Annual Meeting. On the
Voting Record Date, there were 921,972 shares of the Common Stock issued and
outstanding, and the Holding Company had no other class of equity securities
outstanding. Each share of Common Stock is entitled to one vote at the Annual
Meeting on all matters properly presented at the Annual Meeting. The holders of
over 50% of the outstanding shares of Common Stock as of the Voting Record Date
must be present in person or by proxy at the Annual Meeting to constitute a
quorum. In determining whether a quorum is present, shareholders who abstain,
cast broker non-votes, or withhold authority to vote on one or more director
nominees will be deemed present at the Annual Meeting.
The following table sets forth certain information regarding the beneficial
ownership of the Common Stock as of February 21, 2000, by each person who is
known by the Holding Company to own beneficially 5% or more of the Common Stock.
Unless otherwise indicated, the named beneficial owner has sole voting and
dispositive power with respect to the shares.
Number of Shares
Name and Address of Common Stock Percent
of Beneficial Owner(1) Beneficially Owned (1) of Class
- --------------------------------------- ---------------------- --------
First Bankers Trust Company, as Trustee 93,315 (2) 10.12%
1201 Broadway
Quincy, IL 62301
Jeffrey L. Gendell 86,500 (3) 9.38%
Tontine Financial Partners, L.P.
Tontine Management, L.L.C.
200 Park Avenue
Suite 3900
New York, NY 10166
(1) The information in this chart is based on Schedule 13D and 13G Report(s)
filed by the above-listed person(s) with the Securities and Exchange
Commission (the "SEC") containing information concerning shares held by
them. It does not reflect any changes in those shareholdings which may have
occurred since the date of such filings.
(2) These shares are held by the Trustee of the River Valley Bancorp Employee
Stock Ownership Plan and Trust (the "ESOP"). The Employees participating in
the ESOP are entitled to instruct the Trustee how to vote shares held in
their accounts under the ESOP. Unallocated shares held in a suspense
account under the ESOP are required under the ESOP terms to be voted by the
Trustee in the same proportion as allocated shares are voted.
(3) These shares are held by Tontine Partners, L.P., a Delaware limited
partnership. Tontine Management, L.L.C. is its general partner and Mr.
Gendell is the managing member of the general partner. These persons share
voting and investment power with respect to the shares.
PROPOSAL I -- ELECTION OF DIRECTORS
The Board of Directors consists of six members. The By-Laws provide that
the directors are to be divided into three classes as nearly equal in number as
possible. The members of each class are to be elected for a term of three years
and until their successors are elected and qualified. One class of directors is
to be elected annually. Directors must have their principal domicile in either
Jefferson County, Indiana or Trimble County, Kentucky, must have had a loan or
deposit relationship with the Thrift for a continuous period of twelve months
prior to their nomination to the Board, and non-employee directors must have
served as a member of a civic or community organization based in Jefferson
County, Indiana or Trimble County, Kentucky for at least a continuous period of
twelve months during the five years prior to their nomination to the Board.
The two nominees for election as a director this year are Robert W. Anger
and Matthew P. Forrester, each of whom currently serves as a director whose
current term will expire upon completion of the election at the Annual Meeting.
These individuals have each been nominated to serve for a three-year term
expiring in 2003. Cecil L. Dorten, a former director of the Holding Company,
died in February, 2000.
Unless otherwise directed, each proxy executed and returned by a
shareholder will be voted for the election of the nominees listed below. If any
person named as a nominee should be unable or unwilling to stand for election at
the time of the Annual Meeting, the proxy holders will nominate and vote for a
replacement nominee recommended by the Board of Directors. At this time, the
Board of Directors knows of no reason why the nominees listed below may not be
able to serve as directors if elected.
The following table sets forth certain information regarding the nominees
for the position of director of the Holding Company, including the number and
percent of shares of Common Stock beneficially owned by such persons as of the
Voting Record Date. Unless otherwise indicated, each nominee has sole investment
and/or voting power with respect to the shares shown as beneficially owned by
him. No nominee for director is related to any other nominee for director or
executive officer of the Holding Company by blood, marriage, or adoption, and
there are no arrangements or understandings between any nominee and any other
person pursuant to which such nominee was selected. The table also sets forth
the number of shares of Holding Company Common Stock beneficially owned by all
directors and executive officers of the Holding Company as a group.
Common Stock
Expiration of Director of the Beneficially
Term as Holding Owned as of Percentage
Name Director Company Since February 21, 2000(1) of Class
- ------------------- ---------- ------------- -------------------- ---------
Director Nominees
- -----------------
Robert W. Anger 2003 1996 7,925 (2) 0.86%
Matthew P. Forrester 2003 1999 11,630 (3) 1.26%
Directors Continuing
in Office
- --------------------
Jonnie L. Davis 2001 1997 3,301 (4) 0.36%
Michael J. Hensley 2002 1996 9,202 (5) 1.00%
Earl W. Johann 2001 1996 13,030 (6) 1.41%
Fred W. Koehler 2002 1996 24,669 (7) 2.67%
All directors and
executive officers
as a group (10 persons) 107,497 (8) 11.45%
(1) Based upon information furnished by the respective director nominees.
Under applicable regulations, shares are deemed to be beneficially
owned by a person if he or she directly or indirectly has or shares the
power to vote or dispose of the shares, whether or not he or she has
any economic power with respect to the shares. Includes shares
beneficially owned by members of the immediate families of the
directors residing in their homes. These share figures include shares
allocated to employees' accounts under the ESOP as of December 31,
1998.
(2) Of these shares, 1,000 are held jointly by Mr. Anger and his spouse,
1,236 are held under the River Valley Bancorp Recognition and Retention
Plan and Trust (the "RRP") and 2,142 are subject to a stock option
granted under the River Valley Bancorp Stock Option Plan (the "Option
Plan"). Excludes 3,214 shares subject to a stock option granted under
the Option Plan which may not be exercised within 60 days following the
Voting Record Date.
(3) Of these shares, 4,926 are held jointly by Mr. Forrester and his
spouse, 5,000 are held under the RRP, and 96 are held by him as
custodian for his minor children. Excludes 10,000 shares subject to a
stock option granted under the Option Plan which may not be exercised
within 60 days following the Voting Record Date.
(4) Of these shares, 500 are held jointly by Mrs. Davis and her spouse, 825
are held under the RRP, and 1,428 are subject to a stock option granted
under the Option Plan. Excludes 2,143 shares subject to a stock option
granted under the Option Plan which may not be exercised within 60 days
following the Voting Record Date.
Footnotes continued on next page.
(5) Of these shares, 5,000 are held jointly by Mr. Hensley and his spouse,
1,236 are held under the RRP and 2,142 are subject to a stock option
granted under the Option Plan. Excludes 3,214 shares subject to a stock
option granted under the Option Plan which may not be exercised within
60 days following the Voting Record Date.
(6) Of these shares, 1,236 are held under the RRP and 2,142 are subject to
a stock option granted under the Option Plan. Excludes 3,214 shares
subject to a stock option granted under the Option Plan which may not
be exercised within 60 days following the Voting Record Date.
(7) Of these shares, 1,374 are held under the RRP and 2,380 shares are
subject to a stock option granted under the Option Plan. Excludes 3,571
shares subject to a stock option granted under the Option Plan which
may not be exercised within 60 days following the Voting Record Date.
(8) Of these shares, 15,879 are held under the RRP, 17,060 are subject to a
stock option granted under the Option Plan, and 3,102 were allocated to
such persons under the River Valley Bancorp Employee Stock Ownership
Plan and Trust (the "ESOP") as of December 31, 1998. Excludes 37,979
shares subject to stock options granted under the Option Plan which may
not be exercised within 60 days following the Voting Record Date.
Presented below is certain information concerning the director nominees
of the Holding Company:
Robert W. Anger (age 62) served as the Thrift's Vice President --
Lending from August, 1995 until his retirement in January, 1999. Prior to that,
Mr. Anger served as the Thrift's President and Chief Executive Officer.
Jonnie L. Davis (age 65) is retired. From July, 1995 to December, 1998,
Ms. Davis served as an administrative assistant with Fewel, Pettitt, Bender &
Associates, a surveying firm in Hanover, Indiana. From July 1994 to July 1995,
Ms. Davis served as an accounting clerk for Stockdale Motors, an automobile
retailer in Madison, Indiana. From April 1984 to December 1994, Ms. Davis served
as a bookkeeping clerk for D&B Enterprises, a partnership involved in owning and
operating apartment complexes and other nonresidential real estate ventures.
Matthew P. Forrester (age 43) became President and Chief Executive
Officer of the Holding Company and Thrift in October, 1999; theretofore he
served as Senior Vice President, Treasurer and Chief Financial Officer of Home
Loan Bank and Home Loan Bancorp in Fort Wayne, Indiana for more than five years.
Michael J. Hensley (age 44) is a partner in the law firm Hensley, Walro,
Collins and Hensley. Mr. Hensley served as a Compliance Officer, Assistant Trust
Officer and the General Counsel to The Madison Bank & Trust Company from 1980 to
January, 1989.
Earl W. Johann (age 68) retired in 1999; previously he served as the
President and Chairman of the Board of Madison Distributing Co. since 1979.
Fred W. Koehler (age 59) is the former owner of Koehler Tire Co., a
tire and automotive parts store in Madison, Indiana, and is the Auditor for
Jefferson County.
THE DIRECTORS SHALL BE ELECTED UPON RECEIPT OF A PLURALITY OF VOTES
CAST AT THE ANNUAL SHAREHOLDERS MEETING. PLURALITY MEANS THAT INDIVIDUALS WHO
RECEIVE THE LARGEST NUMBER OF VOTES CAST ARE ELECTED UP TO THE MAXIMUM NUMBER OF
DIRECTORS TO BE CHOSEN AT THE MEETING. ABSTENTIONS, BROKER NON-VOTES, AND
INSTRUCTIONS ON THE ACCOMPANYING PROXY TO WITHHOLD AUTHORITY TO VOTE FOR ONE OR
MORE OF THE NOMINEES WILL RESULT IN THE RESPECTIVE NOMINEE RECEIVING FEWER
VOTES. HOWEVER, THE NUMBER OF VOTES OTHERWISE RECEIVED BY THE NOMINEE WILL NOT
BE REDUCED BY SUCH ACTION.
The Board of Directors and its Committees
During the fiscal year ended December 31, 1999, the Board of Directors of
the Holding Company acted by written consent or held meetings 18 times. No
director attended fewer than 75% of the aggregate total number of meetings
during the last fiscal year of the Board of Directors of the Holding Company
held while he served as director and of meetings of committees which he served
during that fiscal year. The Board of Directors of the Holding Company has an
Audit Committee and a Stock Compensation Committee, among its other Board
Committees. All committee members are appointed by the Board of Directors.
The Audit Committee, comprised of all directors except Matthew P.
Forrester, recommends the appointment of the Holding Company's independent
accountants, and meets with them to outline the scope and review the results of
such audit. The Audit Committee met four times during the fiscal year ended
December 31, 1999.
The Stock Compensation Committee administers the Option Plan and the RRP.
The members of that Committee are all directors except Matthew P. Forrester and
Robert W. Anger. The Stock Compensation Committee met one time during the fiscal
year ended December 31, 1999.
The Board of Directors of the Holding Company nominated the slate of
directors set forth in the Proxy Statement. Although the Board of Directors of
the Holding Company will consider nominees recommended by shareholders, it has
not actively solicited recommendations for nominees from shareholders nor has it
established procedures for this purpose. Directors must satisfy certain
qualification requirements set forth in the Holding Company's By-Laws. Article
III, Section 12 of the Holding Company's By-Laws provides that shareholders
entitled to vote for the election of directors may name nominees for election to
the Board of Directors but there are certain requirements that must be satisfied
in order to do so. Among other things, written notice of a proposed nomination
must be received by the Secretary of the Holding Company not less than 120 days
prior to the Annual Meeting; provided, however, that in the event that less than
130 days' notice or public disclosure of the date of the meeting is given or
made to shareholders (which notice or public disclosure includes the date of the
Annual Meeting specified in the Holding Company's By-Laws if the Annual Meeting
is held on such date), notice must be received not later than the close of
business on the 10th day following the day on which such notice of the date of
the meeting was mailed or such public disclosure was made.
Management Remuneration and Related Transactions
Remuneration of Named Executive Officer
During the fiscal year ended December 31, 1999, no cash compensation was
paid directly by the Holding Company to any of its executive officers. Each of
such officers was compensated by the Thrift.
The following tables set forth information as to annual, long term and
other compensation for services in all capacities to the President and Chief
Executive Officer of the Holding Company, to the former President and Chief
Executive Officer of the Holding Company, and to the former Executive Vice
President-Business Development of the Thrift (the "Named Executive Officers")
for the last three fiscal years. There were no other executive officers of the
Holding Company who earned over $100,000 in salary and bonuses during the fiscal
year ended December 31, 1999.
Summary Compensation Table
Annual Long Term
Compensation Compensation Awards
Other Restricted Securities
Name and Principal Fiscal Annual Stock Underlying All Other
Position Year Salary($) (3) Bonus Compensation(4) Awards ($) Options (#) Compensation(7)
- ------------------------------------------------------------------------------------------------------------------------
Matthew P. Forrester, President 1999 $ 24,044 --- --- $63,125 (6) 10,000 $ ---
and Chief Executive Officer(1)
James E. Fritz, Former President 1999 $ 66,550 --- --- --- --- $1,558
and Chief Executive Officer 1998 $ 82,200 --- --- --- --- $2,250
1997 $ 82,200 $1,950 --- $81,187 (6) 14,283 $2,001
Robert D. Hoban, Executive 1999 $ 93,048 --- 5,865 (5) --- --- $2,426
Vice President-Business 1998 $100,000 --- $13,000 (5) --- --- $3,000
Development (2) 1997 $100,000 --- --- $67,663 (6) 11,903 $6,000
(1) Mr. Forrester became President and Chief Executive Officer on October 12,
1999.
(2) Mr. Hoban became Executive Vice President-Business Development of the
Thrift upon the merger of Citizens National Bank of Madison (the "Bank")
with the Thrift in November, 1997, and resigned effective October 4, 1999
from such positions. Mr. Hoban was paid a severance benefit of $350,000 in
connection with his resignation and the termination of his employment
agreement.
(3) Includes directors fees.
(4) These individuals received certain perquisites, but, except as otherwise
noted, the incremental cost of providing such perquisites did not exceed
the lesser of $50,000 or 10% of their salary and bonus.
(5) Consists of country club, rotary and convention fees and the personal use
of an automobile leased by the Thrift and provided to Mr. Hoban for his
use.
(6) The value of the restricted stock awards was determined by multiplying the
fair market value of the Common Stock on the date the shares were awarded
by the number of shares awarded. These shares vest over a five year period,
commencing with the date of the grant. As of December 31, 1999, no such
restricted stock was held by Mr. Fritz or Mr. Hoban, and 5,000 shares of
restricted stock with a value of $61,563 were held by Mr. Forrester.
Dividends paid on the restricted shares are payable to the grantee as the
shares are vested and are not included in the table.
(7) Constitutes matching contributions made by the Thrift or the Bank to the
Holding Company's 401(k) Plan.
Stock Options
The following table sets forth information related to options granted
during fiscal year 1999 to the Named Executive Officer.
Option Grants - Last Fiscal Year
Individual Grants
% of Total
Options Granted Exercise or
Options to Employees Base Price Expiration
Name Granted(#)(1) In Fiscal Year ($/Share)(2) Date(3)
- -----------------------------------------------------------------------------------------------------
Matthew P. Forrester 10,000 100.0% $12.625 10/12/2009
(1) Options to acquire shares of the Corporation's Common Stock.
(2) The option exercise price may be paid in cash or with the approval of the
Stock Compensation Committee in shares of the Corporation's Common Stock or
a combination thereof. The option exercise price equaled the market value
of a share of the Corporation's Common Stock on the date of grant.
(3) Mr. Forrester's options become exercisable at the rate of 20% per year over
a 5-year period.
The following table includes the number of shares covered by stock options
held by Matthew P. Forrester as of December 31, 1999. Also reported are the
values for "in-the-money" options (options whose exercise price is lower than
the market value of the shares at fiscal year end) which represent the spread
between the exercise price of any such existing stock options and the fiscal
year-end market price of the stock.
Option Values as of 12/31/99
Number of Unexercised Value of Unexercised In-the-Money
Options at Fiscal Year End Options at Fiscal Year End (1)
Name Exercisable Unexercisable(2) Exercisable Unexercisable(2)
-------------------------------------------------------------------------------------------------------------
Matthew P. Forrester --- 10,000 --- ---
(1) Since the average between the high and low prices for the shares on
December 31, 1999 was $12.3125 per share, and this price is below the
$12.625 per share exercise price of the options, none of Mr. Forrester's
options were "in-the-money" on December 31, 1999.
(2) The shares represented could not be acquired by the Named Executive Officer
as of December 31, 1999.
No stock options were exercised by the Named Executive Officers during the
fiscal year ended December 31, 1999.
Employment Contracts
Effective October 12, 1999, the Thrift entered into an employment agreement
with Matthew P. Forrester, the Thrift's President and Chief Executive Officer.
The agreement is for a three-year term and extends annually for an additional
one-year term to maintain its three-year term if the Thrift's Board of Directors
determines to so extend it. Under the agreement, the employee receives an
initial annual salary equal to his current salary subject to increases approved
by the Board of Directors. The agreement also provides, among other things, for
the employee's participation in other bonus and fringe benefit plans available
to other employees. The employee may terminate his employment upon ninety (90)
days' prior written notice to the Thrift. The Thrift may discharge the employee
for just cause (as defined in the agreement) at any time or in certain events
specified by applicable law or regulations. If the Thrift terminates the
employee's employment for other than just cause or the employee is
constructively discharged and such termination does not occur within twelve
months after a change in control of the Thrift or the Holding Company, the
agreement provides for the employee's receipt of a lump-sum or periodic payment
of an amount equal to the sum of (A) his base salary through the end of the
then-current term, plus (B) his base salary for an additional twelve-month
period, plus (C) in the employee's sole discretion and in lieu of continued
participation in his employer's fringe benefit plans, cash in an amount equal to
the cost of obtaining all health, life, disability and other benefits in which
the employee would otherwise be eligible to participate. In the event the Thrift
terminates the employee's employment for other than just cause or the employee
is constructively discharged within twelve months following a change in control
of the Thrift or the Holding Company, the agreement provides for the employee's
receipt of a lump-sum payment of an amount equal to the difference between (A)
the product of 2.99 times his "base amount" (as defined in Section 280G(b)(3) of
the Internal Revenue Code of 1986, as amended ("Code")) and (B) the sum of any
other parachute payments, as determined under Section 280G(b)(2) of the Code. If
the payments provided for under the agreement, together with any other payments
made to the employee by the Thrift, are determined to be payments in violation
of the "golden parachute" rules of the Code, such payments will be reduced to
the largest amount which would not cause the Thrift to lose a tax deduction for
such payments under those rules. As of the date hereof, the cash compensation
that would be paid to Mr. Forrester under the agreement if such agreement was
terminated after a change in control of the Thrift would be $284,050 . The
Holding Company has guaranteed the obligations of the Thrift under this
employment agreement.
Special Termination Agreements
The Thrift and the Bank have entered into Termination Agreements with
certain of their employees (the "Covered Employees"). The Termination Agreements
have terms ending on February 1st of each year, subject to annual extension by
the Board of Directors of the Thrift, and provide that upon the termination of a
Covered Employee's employment by the employer for other than cause or by the
Covered Employee for constructive termination, or within 12 months following a
"change in control" (as defined in the Termination Agreements) which occurs
during the term of the applicable Termination Agreement, such Covered Employee
shall be entitled to a lump sum payment of 100% of his or her base amount of
compensation, as determined pursuant to Section 280G(b)(3) of the Code (the
"Termination Benefit"). Covered Employees may elect to receive the Termination
Benefit in semi-monthly payments over a twelve month period. The Termination
Agreements also provide for continued life, health and disability coverage for
Covered Employees until the expiration of twelve months following the
termination of employment or until the Covered Employee obtains coverage from
another employer, whichever occurs first. If a Covered Employee obtains coverage
from another employer, and does not have substantially identical life, health
and disability coverage, the Thrift shall maintain substantially identical
coverage on behalf of the Covered Employee for a period of twelve months.
Compensation of Directors
Outside directors of the Holding Company are paid directors' fees of
$250 for each meeting attended.
All directors of the Thrift are entitled to receive monthly director
fees in the amount of $600 for their services. Jerry Allen also receives $600
per month as a Director Emeritus of the Thrift. Outside directors of the Thrift
also receive fees in the amount of $250 for each special meeting of the Board.
Advisory directors of the Thrift receive fees of $125 per month. Total fees paid
to or deferred by directors, advisory directors, and Mr. Allen for the year
ended December 31, 1999 were $78,350.
The Thrift's directors and directors emeritus may, pursuant to deferred
compensation agreements, defer payment of some or all of such monthly directors'
fees or salary for a maximum period of five years. Upon reaching the retirement
age specified in their respective joinder agreements, directors who participate
in the deferred compensation plan receive fixed monthly payments for a specific
period ranging from 60 to 180 months, depending on the specific director's
election in his joinder agreement, but may also elect to receive their benefits
in a lump sum in the event of financial hardship. The agreements also provide
for death and disability benefits.
The Thrift has purchased paid-up life insurance on the lives of
directors and directors emeritus participating in the deferred compensation plan
to fund benefits payable thereunder. The insurance is provided by Pacific Mutual
and Transamerica. At December 31, 1999, the cash surrender value of the policies
was carried on the books of the Thrift at approximately $853,745. The Thrift
expensed $2,894 in connection with these agreements for the year ended December
31, 1999.
Transactions With Certain Related Persons
The Thrift has followed a policy of offering to its directors,
officers, and employees real estate mortgage loans secured by their principal
residence and other loans. These loans are made in the ordinary course of
business with the same collateral, interest rates and underwriting criteria as
those of comparable transactions prevailing at the time and do not involve more
than the normal risk of collectibility or present other unfavorable features.
The law firm Hensley, Walro, Collins and Hensley, based in Madison,
Indiana, of which Michael J. Hensley, a director of the Holding Company, is a
partner, serves as counsel to the Thrift in connection with loan delinquencies,
title searches, and related matters. The Thrift expects to continue using the
services of this law firm for such matters in the current fiscal year.
ACCOUNTANTS
Grant Thornton LLP has served as auditors for the Thrift since 1992, and
for the Holding Company since its formation in 1996. It is anticipated that a
representative of Grant Thornton LLP will be present at the Annual Meeting with
the opportunity to make a statement if he or she so desires. He or she will also
be available to respond to any appropriate questions shareholders may have. The
Board of Directors of the Holding Company has not yet completed the process of
selecting an independent public accounting firm to audit its books, records and
accounts for the fiscal year ended December 31, 2000.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities and Exchange Act of 1934 ("1934 Act")
requires that the Holding Company's officers and directors and persons who own
more than 10% of the Holding Company's Common Stock file reports of ownership
and changes in ownership with the Securities and Exchange Commission (the
"SEC"). Officers, directors and greater than 10% shareholders are required by
SEC regulations to furnish the Holding Company with copies of all Section 16(a)
forms that they file.
Based solely on its review of the copies of such forms received by it,
and/or written representations from certain reporting persons that no Forms 5
were required for those persons, the Holding Company believes that during the
fiscal year ended December 31, 1999, all filing requirements applicable to its
officers, directors and greater than 10% beneficial owners with respect to
Section 16(a) of the 1934 Act were satisfied in a timely manner.
SHAREHOLDER PROPOSALS
Any proposal which a shareholder wishes to have presented at the next
Annual Meeting of the Holding Company must be received at the main office of the
Holding Company for inclusion in the proxy statement no later than 120 days in
advance of March 15, 2001. Any such proposal should be sent to the attention of
the Secretary of the Holding Company at 303 Clifty Drive, P.O. Box 1590,
Madison, Indiana 47250. A shareholder proposal being submitted outside the
process of Rule 14a-8 promulgated under the 1934 Act will be considered untimely
if it is received by the Holding Company later than 45 days in advance of March
15, 2001.
OTHER MATTERS
Management is not aware of any business to come before the Annual Meeting
other than those matters described in the Proxy Statement. However, if any other
matters should properly come before the Annual Meeting, it is intended that the
proxies solicited hereby will be voted with respect to those other matters in
accordance with the judgment of the persons voting the proxies.
The cost of solicitation of proxies will be borne by the Holding Company.
The Holding Company will reimburse brokerage firms and other custodians,
nominees and fiduciaries for reasonable expenses incurred by them in sending
proxy material to the beneficial owners of the Common Stock. In addition to
solicitation by mail, directors, officers, and employees of the Holding Company
may solicit proxies personally or by telephone without additional compensation.
Each shareholder is urged to complete, date and sign the proxy and return
it promptly in the enclosed envelope.
By Order of the Board of Directors
/s/ Matthew P. Forrester
Matthew P. Forrester
March 15, 2000
REVOCABLE PROXY RIVER VALLEY BANCORP
Annual Meeting of Shareholders
April 19, 2000
The undersigned hereby appoints Lonnie D. Collins and Larry C. Fouse, with
full powers of substitution, to act as attorneys and proxies for the undersigned
to vote all shares of common stock of River Valley Bancorp which the undersigned
is entitled to vote at the Annual Meeting of Shareholders to be held at 430
Clifty Drive, Madison, Indiana, on Wednesday, April 19, 2000, at 3:00 p.m., and
at any and all adjournments thereof, as follows:
1. The election as directors of all nominees listed below, except as marked to
the contrary [ ] FOR [ ] VOTE WITHHELD
INSTRUCTIONS: To withhold authority to vote for any individual nominee, strike a
line through the nominee's name on the list below:
Robert W. Anger Matthew P. Forrester
(each for a three year term)
In their discretion, the proxies are authorized to vote on any other business
that may properly come before the Meeting or any adjournment thereof.
The Board of Directors recommends a vote "FOR" each of the listed
propositions.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
This Proxy may be revoked at any time prior to the voting thereof.
The undersigned acknowledges receipt from River Valley Bancorp, prior to the
execution of this Proxy, of a Notice of the Meeting, a Proxy Statement and an
Annual Report to Shareholders.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS
PROXY WILL BE VOTED FOR EACH OF THE PROPOSITIONS STATED. IF ANY OTHER BUSINESS
IS PRESENTED AT SUCH MEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED IN THIS
PROXY IN THEIR BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS
OF NO OTHER BUSINESS TO BE PRESENTED AT THE MEETING.
___________________, 2000
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Print Name of Shareholder Print Name of Shareholder
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Signature of Shareholder Signature of Shareholder
Please sign as your name appears on the envelope in
which this card was mailed. When signing as attorney,
executor, administrator, trustee or guardian, please
give your full title. If shares are held jointly, each
holder should sign.