SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No.)
Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]
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 Rule 14a-11(c) or Rule 14a-12
INDUSTRIAL BANCORP, INC.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] 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.
(1) Amount previously paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing party:
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(4) Date Filed:
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INDUSTRIAL BANCORP, INC.
211 N. Sandusky Street
Bellevue, Ohio 44811
(419) 483-3375
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Notice is hereby given that the 1999 Annual Meeting of Shareholders of
Industrial Bancorp, Inc. (the "Company") will be held at the Bellevue Elks
Lodge #1013, located at 214 West Main Street, Bellevue, Ohio 44811, on April
20, 1999, at 2:30 p.m., local time (the "Annual Meeting"), for the following
purposes, all of which are more completely set forth in the accompanying
Proxy Statement:
1. To elect four directors of the Company for terms expiring
in 2001;
2. To ratify the selection of Crowe, Chizek and Company as the
auditors of the Company for the current fiscal year; and
3. To transact such other business as may properly come before
the Annual Meeting or any adjournments thereof.
Only shareholders of the Company of record at the close of business on
March 5, 1999, will be entitled to receive notice of and to vote at the
Annual Meeting and at any adjournments thereof. Whether or not you expect
to attend the Annual Meeting, we urge you to consider the accompanying Proxy
Statement carefully and to SIGN, DATE AND PROMPTLY RETURN THE ENCLOSED PROXY
SO THAT YOUR SHARES MAY BE VOTED IN ACCORDANCE WITH YOUR WISHES AND THE
PRESENCE OF A QUORUM MAY BE ASSURED AT THE ANNUAL MEETING. The giving of a
proxy does not affect your right to vote in person in the event you attend
the Annual Meeting.
By Order of the Board of Directors
David M. Windau, President
Bellevue, Ohio
March 16, 1999
Industrial Bancorp, Inc.
211 N. Sandusky Street
Bellevue, Ohio 44811
(419) 483-3375
PROXY STATEMENT
PROXIES
The enclosed proxy (the "Proxy") is being solicited by the Board of
Directors of Industrial Bancorp, Inc. (the "Company") for use at the 1999
Annual Meeting of Shareholders of the Company to be held at the Bellevue
Elks Lodge #1013, located at 214 West Main Street, Bellevue, Ohio 44811, on
April 20, 1999, at 2:30 p.m., local time, and at any adjournments thereof
(the "Annual Meeting"). Without affecting any vote previously taken, a
shareholder may revoke a proxy by executing a later dated proxy which is
received by the Company prior to the Annual Meeting or by giving notice of
revocation to the Company in writing or in open meeting before the proxy is
exercised. Attendance at the Annual Meeting will not, of itself, revoke a
proxy.
Each properly executed Proxy received prior to the Annual Meeting and
not revoked will be voted as specified thereon or, in the absence of
specific instructions to the contrary, will be voted:
FOR the election of Graydon H. Hayward, Leon W. Maginnis, Bob
Moore and David M. Windau as directors of the Company for terms
expiring in 2001; and
FOR the ratification of the selection of Crowe, Chizek and
Company LLP ("Crowe Chizek") as the auditors of the Company for
the current fiscal year.
Proxies may be solicited by the directors, officers and other
employees of the Company and The Industrial Savings and Loan Association
("Industrial") in person or by telephone, facsimile or mail, only for use at
the Annual Meeting. Such Proxies will not be used for any other meeting.
The cost of soliciting Proxies will be borne by the Company.
Only shareholders of record as of the close of business on March 5,
1999 (the "Voting Record Date"), are entitled to vote at the Annual Meeting.
Each shareholder will be entitled to cast one vote for each share owned on
the Voting Record Date. The Company's records disclose that, as of the
Voting Record Date, there were 4,788,536 votes entitled to be cast at the
Annual Meeting. This Proxy Statement is first being mailed to shareholders
of the Company on or about March 16, 1999.
VOTE REQUIRED
Election of Directors
Under Ohio law and the Company's Code of Regulations, the four
nominees receiving the greatest number of votes will be elected as
directors. Shares as to which the authority to vote is withheld will not be
counted toward the election of directors or toward the election of the
individual nominees specified on the Proxy. If the Proxy is signed and
dated by the shareholder but no vote is specified thereon, the shares
represented by the Proxy will be voted FOR the election of the four
nominees.
Ratification of Selection of Auditors
The affirmative vote of the holders of a majority of the shares of the
Company represented in person or by proxy at the Annual Meeting is necessary
to ratify the selection of Crowe Chizek as the auditors of the Company for
the current fiscal year. The effect of an abstention will be the same as a
vote against ratification. If the accompanying Proxy is signed and dated by
the shareholder but no vote is specified thereon, the shares held by such
shareholder will be voted FOR the ratification of the selection of Crowe
Chizek as auditors.
VOTING SECURITIES AND OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information with respect to the
only persons known to the Company to own beneficially more than five percent
of the common shares of the Company, as of March 5, 1999:
Amount and nature of
beneficial ownership
------------------------------------------
Sole voting and/or Shared voting and/or Percent of
Name and Address investment power investment power shares outstanding
- ---------------- ---------------- ---------------- ------------------
The Industrial Bancorp, Inc. Employee 352,882 549,182 11.5%
Stock Ownership Plan
First Bankers Trust Company, N.A.,
Trustee
1201 Broadway
Quincy, Illinois 62301
Private Capital Management, Inc. - 436,900 9.1%
3003 Tamiami Trail North
Naples, Florida 33940
Lawrence R. Rhoades 100,170(1) 141,208(2) 5.0%
159 Arlington Drive
Bellevue, Ohio 44811
<FN>
- --------------------
<F1> Includes 26,662 shares which Mr. Rhoades may acquire through the
exercise of stock options granted pursuant to the Industrial Bancorp,
Inc. 1996 Stock Option and Incentive Plan (the "Stock Option Plan").
<F2> Includes 133,308 shares held by The Industrial Savings and Loan
Association Management Recognition Plan and Trust (the "MRP"), with
respect to which Mr. Rhoades has shared voting power as a trustee of
the MRP.
</FN>
The following table sets forth certain information with respect to the
number of common shares of the Company beneficially owned by each director
and each executive officer of the Company and by all directors and executive
officers of the Company as a group, as of March 5, 1999:
Amount and nature of
beneficial ownership
------------------------------------------
Name and Address(1) Sole voting and/or Shared voting and/or Percent of
investment power investment power shares outstanding
- ------------------- ------------------ -------------------- ------------------
Graydon H. Hayward 28,332(2) - 0.59%
Leon W. Maginnis 22,932(2) 136,808(3) 3.34
Bob Moore 64,132(2) - 1.34
Lawrence R. Rhoades 100,170(4) 141,208(3) 5.04
Fredric C. Spurck 20,832(2) - 0.44
Roger O. Wilkinson 20,113(2) - 0.42
David M. Windau 86,033(5) 133,308(3) 4.58
All directors and executive
officers as a group (9 persons) 394,458 148,678 11.34
<FN>
- --------------------
<F1> Each of the persons listed may be contacted at the address of the
Company.
<F2> Includes 8,888 shares, which may be acquired through the exercise of
stock options.
<F3> Includes 133,308 shares held by the MRP, as to which Messrs.
Maginnis, Rhoades and Windau share voting power as trustees of the
MRP. The MRP shares are counted only once in calculating the total
amount of shares beneficially owned by all directors and executive
officers as a group.
<F4> Includes 26,662 shares, which Mr. Rhoades may acquire through the
exercise of stock options.
<F5> Includes 53,322 shares which Mr. Windau may acquire through the
exercise of stock options.
</FN>
ELECTION OF DIRECTORS
The Company's Code of Regulations provides for a Board of Directors
consisting of seven persons divided into two classes. In accordance with
Section 2.02 the Code of Regulations, nominees for election as directors may
be proposed only by the directors or by a shareholder entitled to vote for
directors if such shareholder has submitted a written nomination to the
Secretary of the Company by the later of the January 15th immediately
preceding the annual meeting of shareholders or the sixtieth day before the
first anniversary of the most recent annual meeting of shareholders held for
the election of directors. Each written nomination must state the name,
age, business or residence address of the nominee, the principal occupation
or employment of the nominee, the number of common shares of the Company
owned either beneficially or of record by each nominee and the length of
time such shares have been so owned.
Each of the directors of the Company is also a director of Industrial.
Each director of the Company became a director of the Company in connection
with the conversion of Industrial from mutual to stock form (the
"Conversion") and the formation of the Company as the holding company for
Industrial.
The Board of Directors proposes the reelection of the following
persons to serve as directors of the Company until the annual meeting of
shareholders in 2001 and until their successors are duly elected and
qualified:
Director of the
Name Age(1) Position(s) held Company since
- ---- ------ ---------------- ---------------
Graydon H. Hayward 53 Director 1995
Leon W. Maginnis 64 Director 1995
Bob Moore 70 Director 1995
David M. Windau 48 Director, President, and 1995
Chief Executive Officer
<FN>
- --------------------
<F1> As of March 16, 1999.
</FN>
Mr. Hayward has been the President and owner of Hayward Rigging and
Construction, Inc., Bellevue, Ohio, a firm which specializes in setting and
relocating large machinery in industrial plants, since 1981.
Mr. Maginnis is a Certified Public Accountant and Certified Fraud
Examiner and has been Vice President-Finance of Hirt Publishing Company,
Inc. since 1993. Previously, Mr. Maginnis was the owner of Maginnis and
Associates, a public accounting firm in Bellevue, Ohio.
Mr. Moore is retired. He previously served as President of Willard
Foods, Inc.
Mr. Windau has served as the President and Treasurer of Industrial
since October 1994 and as the Chief Executive Officer ("CEO") since August
1996. Mr. Windau has been employed by Industrial for 21 years and was a
Senior Vice President in charge of branch operations and deposit
acquisitions prior to becoming President. Mr. Windau is also the President
and CEO of the Company.
If any nominee is unable to stand for election, any Proxies granting
authority to vote for such nominee will be voted for such substitute as the
Board of Directors recommends.
The following directors will continue to serve after the Annual
Meeting for the terms indicated:
Director of the
Name Age(1) Position(s) held Company since Term expires
- ---- ------ ---------------- --------------- ------------
Lawrence R. Rhoades 69 Chairman of the Board, Chief 1995 2000
Financial Officer and Director
Fredric C. Spurck 51 Director 1995 2000
Roger O. Wilkinson 50 Director 1995 2000
<FN>
- --------------------
<F1> As of March 16, 1999.
</FN>
Mr. Rhoades served as the President of Industrial from 1965 to 1994,
as CEO of Industrial from November 1995 to August 1996 and as CEO of the
Company from its formation in February 1995 to August 1996. Mr. Rhoades
currently serves as the Chairman of the Board and Chief Financial Officer of
Industrial and the Company.
Mr. Spurck is a Certified Public Accountant and has been the President
and CEO of Webster Industries, Inc., in Tiffin, Ohio since 1978. Webster
Industries operates facilities in four states, producing chains and other
component parts used in conveyor systems.
Mr. Wilkinson has been the Deputy Director of the Huron County
Alcohol, Drug Addiction and Mental Health Services Board, based in Norwalk,
Ohio, for the past five years. Previously, he was the manager of Norwalk
Clinic, Inc., Norwalk, Ohio.
Meetings of Directors
The Board of Directors of the Company met 13 times for regularly
scheduled and special meetings during the fiscal year ended December 31,
1998.
The Board of Directors of Industrial met 14 times for regularly
scheduled and special meetings during the fiscal year ended December 31,
1998.
Committees of Directors
The Board of Directors of the Company has an Audit Committee. The
full Board of Directors serves as a nominating committee. The Company has
no employees and, therefore, no compensation committee.
The Audit Committee is responsible for selecting and recommending to
the Board of Directors a firm to serve as auditors for the Company. The
members of the Audit Committee are Messrs. Maginnis, Moore and Spurck. The
Audit Committee met one time during 1998.
The Board of Directors of Industrial has an Executive Committee, an
Audit Committee and a Personnel and Salary Committee. The full Board of
Directors serves as a nominating committee.
The Executive Committee serves as a loan approval committee and is
authorized to act on behalf of the Board of Directors between regular
meetings of the Board of Directors. The members of the Executive Committee
are Messrs. Maginnis, Moore and Windau. Alternate members are Messrs.
Hayward, Spurck, Wilkinson and Rhoades. The Executive Committee met 53
times during 1998.
The Audit Committee reviews and monitors the audit process. The
members of the Audit Committee are Messrs. Maginnis, Moore and Spurck. The
Audit Committee met one time during 1998.
The function of the Personnel and Salary Committee is to determine
compensation for Industrial's employees and to make recommendations to the
Board of Directors regarding employee benefits and related matters. The
Personnel and Salary Committee is comprised of Messrs. Hayward, Moore and
Wilkinson. The Personnel and Salary Committee met five times during 1998.
EXECUTIVE OFFICERS
In addition to Mr. Rhoades, who is the Chairman of the Board and Chief
Financial Officer of the Company, and Mr. Windau, who is the President and
CEO of the Company, the following persons are executive officers of the
Company and hold the designated positions. Each executive officer of the
Company serves at the pleasure of the Board of Directors.
Name Age(1) Position(s) held Executive officer since
- ---- ------ ---------------- -----------------------
David W. Ball 57 Secretary February 1995
Stephan S. Beal 38 Treasurer February 1995
<FN>
- --------------------
<F1> As of March 16, 1999.
</FN>
Mr. Ball is the Secretary of the Company and a Senior Vice President
and the Secretary of Industrial. He is responsible for lending operations
and has been an employee of Industrial for the past 31 years.
Mr. Beal is the Treasurer of the Company and a Senior Vice President
of Industrial. He has been responsible for branch operations and deposit
acquisition since October 1994 and has been an employee of Industrial for
the past 14 years.
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
Summary Compensation Table
The following table sets forth the compensation paid to David M.
Windau, the CEO of the Company and Industrial, for the years ended December
31, 1998, 1997 and 1996. No other executive officer of the Company or
Industrial received compensation in excess of $100,000 in 1998.
All other
Annual compensation Long term compensation compensation
--------------------- ----------------------------------------- ------------
Name and principal Restricted Securities underlying
position Year Salary($) Bonus($) stock awards($) options/SARs(#)
- ------------------ ---- --------- -------- --------------- ---------------------
David M. Windau 1998 $135,961 $27,000 - - $393,739(3)
CEO 1997 134,628 19,454 - - 282,210(4)
1996 116,972 21,522 $551,059(1) 133,307(2) 154,062(5)
<FN>
<F1> On May 1, 1996, Mr. Windau was awarded 36,135 common shares pursuant
to the MRP. The MRP shares become earned and non-forfeitable at the
rate of one-fifth per year on the anniversary of the date of the
award, assuming continued employment with or service on the Board of
Directors of Industrial. The market price of the Company's shares on
May 1, 1996, determined by reference to the closing bid for the
Company's shares on The Nasdaq National Market ("Nasdaq") on such
date, was $15.25 per share. As of December 31, 1998, the shares that
have been awarded to Mr. Windau under the MRP had an aggregate market
value of $722,700.
<F2> Represents the number of common shares of the Company underlying
options granted to Mr. Windau under the Stock Option Plan.
<F3> Consists of director's fees and the $384,639 value of allocations to
the account of Mr. Windau under the Industrial Bancorp, Inc. Employee
Stock Ownership Plan (the "ESOP").
<F4> Consists of director's fees and the $272,835 value of allocations to
the ESOP account of Mr. Windau.
<F5> Consists of director's fees and the $146,262 value of allocations to
the ESOP account of Mr. Windau.
</FN>
Personnel and Salary Committee Report on Executive Compensation
As a unitary savings and loan holding company, the business of the
Company consists principally of holding the stock of Industrial. The
functions of the executive officers of the Company, who are also the
executive officers of Industrial, pertain primarily to the operations of
Industrial. The executive officers receive their compensation, therefore,
from Industrial, rather than from the Company. The Personnel and Salary
Committee of Industrial has furnished the following report concerning
executive compensation:
Decision Making Process
The Company has not paid any cash compensation to its executive
officers since its formation. All executive officers of the Company also
currently hold positions with Industrial and receive cash compensation from
Industrial. Decisions on cash compensation of Industrial's executives are
made by the three-member Personnel and Salary Committee of Industrial's
Board of Directors.
The compensation levels of the executive officers, including the CEO,
are reviewed each year by the Personnel and Salary Committee. The Personnel
and Salary Committee utilizes independent surveys of compensation of
officers in the thrift industry. The Personnel and Salary Committee also
assesses each particular executive officer's contribution to the Company and
Industrial, the skills and experiences required by his position and the
potential of the executive officer. Based on the foregoing factors,
recommendations are made by the Personnel and Salary Committee to the Board
of Directors of Industrial. Such recommendations are reviewed by the Board
of Directors of Industrial, except that Board members who are also executive
officers do not participate in deliberations regarding their own
compensation.
Compensation Policies Toward Executive Officers Generally
The Personnel and Salary Committee's executive compensation policies
are designed to provide competitive levels of compensation that integrate
compensation with the annual and long-term performance goals of Industrial
and the Company, reward above-average performance, recognize individual
initiative and achievements and assist Industrial and the Company in
attracting and retaining qualified executives. The cash compensation
program for executive officers consists of two elements, a base salary
component and an incentive component payable under Industrial's non-
qualified Bonus Plan (hereinafter defined). The combination of base salary
and incentive compensation is designed to relate total compensation levels
to the performance of Industrial and the Company and each individual
executive officer's contribution thereto.
The objectives of the Bonus Plan are to motivate and reward the
executive officers in connection with the accomplishment of annual
objectives of Industrial and the Company, to reinforce a strong performance
orientation with differentiation and variability in individual awards based
on contribution to annual and long-range business results and to provide a
competitive compensation package which will attract, reward and retain
individuals of the highest quality. For executive officers of Industrial
and the Company, including the Chief Executive Officer, incentive awards are
determined as a percentage of annual base salary, which percentage is
calculated utilizing a corporate goal factor and a performance factor. The
corporate goal factor is based upon the Company's achievement of certain
levels of earnings. The performance factor is based upon the particular
executive officer's performance during the preceding year.
Determination of CEO's Compensation
The Personnel and Salary Committee based the compensation of Mr.
Windau in 1998 on the policies described above for executive officers. The
Personnel and Salary Committee believes that the level of compensation paid
to Mr. Windau in 1998 was fair and reasonable when compared with
compensation levels in the thrift industry reported in various independent
surveys. The compensation earned by Mr. Windau in 1998 reflects the
significant management and leadership responsibilities required of him and
the effective manner in which those responsibilities were fulfilled.
Submitted by the Personnel and Salary Committee of Industrial:
Graydon H. Hayward
Bob Moore
Roger O. Wilkinson
Personnel and Salary Committee Interlocks
During 1998, no member of the Personnel and Salary Committee was a
current or former executive officer or employee of the Company or Industrial
or had a reportable business relationship with the Company or Industrial.
Performance Graph
The following graph compares the cumulative total return on the
Company's shares for the fiscal year ended December 31, 1998, with the
cumulative total return of an index of companies whose shares are traded on
Nasdaq and a savings and loan industry index for the same period:
Period Ending
--------------------------------------------------------------
Index 8/1/95 9/30/95 12/31/95 12/31/96 12/31/97 12/31/98
- -----------------------------------------------------------------------------------------------
Industrial Bancorp, Inc. 100.00 106.19 114.04 133.46 192.12 223.16
NASDAQ--Total US 100.00 105.45 106.75 131.27 161.04 226.38
SNL $250M-$500M Thrift Index 100.00 106.89 110.15 135.74 230.01 199.67
Stock Option Plan
The shareholders of the Company adopted the Stock Option Plan at the
1996 Annual Meeting of Shareholders. Options are granted by the Stock
Option Committee to directors, officers and employees of Industrial and the
Company on the basis of an individual's responsibility, tenure and future
potential. The total number of shares with respect to which awards may be
made is 555,450. As of December 31, 1998, options to purchase 388,815
shares had been granted.
The following table sets forth information regarding the number and
value of unexercised options held by Mr. Windau at December 31, 1998:
Aggregated Option Exercises in Last Fiscal Year and 12/31/98 Option Values
--------------------------------------------------------------------------
Number of Securities Value of Unexercised
Underlying Unexercised "In-the-Money" Options
Shares Acquired Value Options at 12/31/98 at 12/31/98(1)
Name on Exercise Realized Exercisable/Unexercisable Exercisable/Unexercisable
- ---- --------------- -------- ------------------------- -------------------------
(#) ($) (#) ($)
David M. Windau -0- -0- 53,322/79,985 $479,898/$719,865
<FN>
- --------------------
<F1> For purposes of this table, the value of the options was determined by
multiplying the number of options by the difference between the $11.00
exercise price and the fair market value of the Company's common
shares, which was $20.00 on December 31, 1998, based on the closing
bid price reported by Nasdaq.
</FN>
Management Recognition Plan
The shareholders of the Company adopted the MRP at the 1996 Annual
Meeting of Shareholders. The MRP Committee awards shares to directors,
officers and employees of Industrial and the Company based on an
individual's responsibility, tenure and future potential. In 1996, the MRP
purchased 222,180 common shares of the Company, all of which were awarded to
directors and executive officers of Industrial during fiscal 1996. No
shares were purchased or awarded in fiscal years 1997 and 1998.
Employee Stock Ownership Plan
The Company has established the ESOP for the benefit of employees of
the Company and its subsidiaries, including Industrial, who are age 21 or
older and who have completed at least one year of service with the Company
and its subsidiaries. The ESOP provides an ownership interest in the
Company to all eligible full-time employees of the Company. The common
shares and other ESOP funds are held in the ESOP Trust and invested by the
trustee of the ESOP Trust. As of March 5, 1999, 239,157 of the 549,182
common shares of the Company held in the ESOP Trust had been allocated to
the accounts of participants.
Bonus Plan
Industrial provides a Bonus Plan (the "Bonus Plan") to encourage its
employees to contribute to the financial success of Industrial and thus
share in its profits. Both full- and part-time employees are eligible to
participate in the Bonus Plan if they have been employed by Industrial for
more than one year of continuous service. The amount received by individual
employees pursuant to the Bonus Plan is determined by the Personnel and
Salary Committee based on various factors, including performance and tenure.
For the year ended December 31, 1998, Industrial contributed $311,000 to the
Bonus Plan. The Bonus Plan is subject to annual review by Industrial's
Board of Directors.
Employment Agreements
Industrial has entered into employment agreements with Messrs. Windau,
Ball and Beal (the "Employment Agreements"). The Employment Agreements,
which became effective on January 1, 1996, provided for initial terms of
three years and have been extended through December 31, 2000. The
Employment Agreements provide for salary and performance review by the Board
of Directors not less often than annually. Each of the Employment
Agreements provides for inclusion of the employee in any formally
established employee benefit, bonus, pension and profit-sharing plans for
which senior management personnel are eligible and for vacation and sick
leave in accordance with Industrial's prevailing policies.
The Employment Agreements are terminable by Industrial at any time.
In the event of termination by Industrial for "just cause," as defined in
the Employment Agreements, the employee will have no right to receive any
compensation or other benefits for any period following such termination.
In the event of a termination other than for "just cause" and not in
connection with a "change of control", as defined in the Employment
Agreements, the employee will be entitled to payment of an amount equal to
the employee's annual salary. The Employment Agreements further provide
that in the event of a termination in connection with or within one year of
a "change of control," the employee will be entitled to payment of an amount
equal to three times the employee's annual salary. The amount which would
be payable to Mr. Windau in the event of a "change of control", based upon
his salary as of December 31, 1998, is $407,883.
Director Compensation
Each director of Industrial, other than the Chairman of the Board,
currently receives a fee of $650 per meeting, with one excused absence per
year. The Chairman of the Board receives $675 per meeting. In addition,
each member of a committee who is not a full-time employee of Industrial
receives $250 per committee meeting attended. No fees are paid for service
as a director of the Company.
Certain Transactions
Industrial has followed a policy of granting consumer loans and loans
secured by the borrower's personal residence to officers, directors and
employees. Loans to executive officers and directors are made in the
ordinary course of business and on the same terms and conditions as those of
comparable transactions prevailing at the time and in accordance with
Industrial's underwriting guidelines and do not involve more than the normal
risk of collectibility or present other unfavorable features.
SELECTION OF AUDITORS
The Board of Directors has selected Crowe Chizek as the auditors of
the Company for the current fiscal year and recommends that the shareholders
ratify the selection. Management expects that a representative of Crowe
Chizek will be present at the Annual Meeting, will have the opportunity to
make a statement if he or she so desires and will be available to respond to
appropriate questions.
PROPOSALS OF SHAREHOLDERS AND OTHER MATTERS
Any proposals of shareholders intended to be included in the Company's
proxy statement for the 2000 Annual Meeting of Shareholders should be sent
to the Company by certified mail and must be received by the Company not
later than November 17, 1999.
Management knows of no other business which may be brought before the
Annual Meeting. It is the intention of the persons named in the enclosed
Proxy to vote such Proxy in accordance with their best judgment on any other
matters which may be brought before the Annual Meeting.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. WHETHER OR NOT YOU
EXPECT TO ATTEND THE MEETING IN PERSON, YOU ARE URGED TO FILL IN, SIGN
AND RETURN THE PROXY IN THE ENCLOSED SELF-ADDRESSED ENVELOPE.
By Order of the Board of Directors
David M. Windau, President
Bellevue, Ohio
March 16, 1999
REVOCABLE PROXY
INDUSTRIAL BANCORP, INC.
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
THIS PROXY IS SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS OF INDUSTRIAL BANCORP, INC.
The undersigned shareholder of Industrial Bancorp, Inc. (the
"Company") hereby constitutes and appoints David M. Windau and Lawrence R.
Rhoades, or either one of them, the Proxy or Proxies of the undersigned
with full power of substitution and resubstitution, to vote at the Annual
Meeting of Shareholders of the Company to be held at the Bellevue Elks
Lodge #1013, located at 214 West Main Street, Bellevue, Ohio 44811, on
April 20, 1999, at 2:30 p.m., local time (the "Annual Meeting"), all of the
shares of the Company which the undersigned is entitled to vote at the
Annual Meeting, or at any adjournment thereof, on each of the following
proposals, all of which are described in the accompanying Proxy Statement:
1. The election of four directors: For Withhold For All Except
[ ] [ ] [ ]
Graydon H. Hayward Bob Moore
Leon W. Maginnis David M. Windau
(INSTRUCTION: To withhold authority to vote for a nominee, write that
nominee's name in the following space).
_______________________________________________________________________________
2. The approval of the selection of Crowe, Chizek and Company LLP as the
auditors of the Company for the current fiscal year.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
This Revocable Proxy will be voted as directed by the undersigned
member. If no direction is given, this Revocable Proxy will be voted FOR the
nominees listed and FOR proposal 2.
All Proxies previously given by the undersigned are hereby revoked.
Receipt of the Notice of Annual Meeting of Shareholders of the Company and of
the accompanying Proxy Statement is hereby acknowledged.
NOTE: Please sign your name exactly as it appears on this Proxy.
Joint accounts require only one signature. If you are signing this Proxy as
an attorney, administrator, agent, corporation, officer, executor, trustee or
guardian, etc., please add your full title to your signature.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE
COMPANY. PLEASE DATE, SIGN AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE. NO POSTAGE IS REQUIRED FOR MAILING IN THE U.S.A.
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Please be sure to sign and date | Date |
this Proxy in the box below | |
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| |
| |
| |
- --Shareholder sign above-----Co-holder (if any) sign above--
Detach above card, date, sign and mail in postage paid envelope provided.
INDUSTRIAL BANCORP, INC.
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| IMPORTANT: IF YOU RECEIVE MORE THAN ONE CARD, PLEASE SIGN AND RETURN |
| ALL CARDS IN THE ACCOMPANYING ENVELOPE. |
| PLEASE ACT PROMPTLY |
| DATE, SIGN & MAIL YOUR PROXY CARD TODAY |
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