SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
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Check the appropriate box:
|_| Preliminary proxy statement
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14a-6(e)(2))
|X| Definitive proxy statement
|_| Definitive additional materials
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Indian Village Bancorp, Inc.
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(Name of Registrant as Specified in Its Charter)
Indian Village Bancorp, Inc.
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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.
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0-11.
(1) Title of each class of securities to which transaction applies:
N/A
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(2) Aggregate number of securities to which transactions applies:
N/A
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
N/A
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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
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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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(4) Date filed:
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[INDIAN VILLAGE BANCORP, INC. LETTERHEAD]
October 4, 2002
Dear Stockholder:
You are cordially invited to attend our annual meeting of stockholders.
We will hold the meeting at the New Philadelphia branch office of Indian Village
Community Bank, 635 West High Avenue, New Philadelphia, Ohio, on November 6,
2002 at 1:00 p.m., local time.
The notice of annual meeting and proxy statement appearing on the
following pages describe the formal business to be transacted at the meeting.
During the meeting, we will also report on our operations. Our directors and
officers, as well as a representative of Crowe, Chizek and Company LLP, our
independent auditors, will be present to respond to appropriate questions of
stockholders.
It is important that your shares are represented at this meeting,
whether or not you attend the meeting in person and regardless of the number of
shares you own. To make sure your shares are represented, we urge you to
complete and mail the enclosed proxy card. If you attend the meeting, you may
vote in person even if you have previously mailed a proxy card.
We look forward to seeing you at the meeting.
Sincerely,
/s/ Marty R. Lindon
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Marty R. Lindon
President and Chief Executive Officer
INDIAN VILLAGE BANCORP, INC.
100 SOUTH WALNUT STREET
GNADENHUTTEN, OHIO 44629
(740) 254-4313
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
On November 6, 2002, we will hold our annual meeting of stockholders at
the New Philadelphia branch office of Indian Village Community Bank, 635 West
High Avenue, New Philadelphia, Ohio. The meeting will begin at 1:00 p.m., local
time. At the meeting, stockholders will consider and act on the following:
1. The election of two directors to serve for a term of three
years;
2. The ratification of the appointment of Crowe, Chizek and
Company LLP as our independent auditors for the fiscal year
ending June 30, 2003; and
3. Such other business that may properly come before the meeting.
NOTE: Our Board of Directors is not aware of any other business to
come before the meeting.
Only stockholders of record at the close of business on September 13,
2002 are entitled to receive notice of the meeting and to vote at the meeting
and any adjournments or postponements of the meeting.
Please complete and sign the enclosed form of proxy, which is solicited
by the Board of Directors, and mail it promptly in the enclosed envelope. The
proxy will not be used if you attend the meeting and vote in person.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Michael A. Cochran
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Michael A. Cochran
Corporate Secretary
Gnadenhutten, Ohio
October 4, 2002
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE US THE EXPENSE OF FURTHER
REQUESTS FOR PROXIES IN ORDER TO ENSURE A QUORUM. A SELF-ADDRESSED ENVELOPE IS
ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED
STATES.
INDIAN VILLAGE BANCORP, INC.
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PROXY STATEMENT
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We are furnishing this proxy statement to you in connection with the
solicitation of proxies by our Board of Directors to be used at our annual
meeting of stockholders. The annual meeting will be held at the New Philadelphia
branch office of Indian Village Community Bank located at 635 West High Avenue,
New Philadelphia, Ohio, on November 6, 2002 at 1:00 p.m., local time. This proxy
statement and the enclosed proxy card are being first mailed to stockholders of
record on or about October 4, 2002.
VOTING AND PROXY PROCEDURE
WHO CAN VOTE AT THE MEETING
You are entitled to vote your shares of our common stock only if our
records show that you held your shares as of the close of business on September
13, 2002. As of the close of business on September 13, 2002, a total of 402,139
shares of our common stock were outstanding. Each share of common stock has one
vote. Our Articles of Incorporation provide that record holders of our common
stock who beneficially own, either directly or indirectly, in excess of 10% of
the outstanding shares are not entitled to any vote in respect of the shares
held in excess of the 10% limit.
ATTENDING THE MEETING
If you are a beneficial owner of our common stock held by a broker,
bank or other nominee (i.e., in "street name"), you will need proof of ownership
to be admitted to the meeting. A recent brokerage statement or letter from a
bank or broker are examples of proof of ownership. If you want to vote your
shares of common stock held in street name in person at the meeting, you will
have to get a written proxy in your name from the broker, bank or other nominee
who holds your shares.
VOTE REQUIRED
The annual meeting will be held only if there is a quorum. A quorum
exists if a majority of the outstanding shares of common stock entitled to vote
is represented at the meeting. If you return valid proxy instructions or attend
the meeting in person, your shares will be counted for purposes of determining
whether there is a quorum, even if you abstain from voting. Broker non-votes
also will be counted for purposes of determining the existence of a quorum. A
broker non-vote occurs when a broker, bank or other nominee holding shares for a
beneficial owner does not vote on a particular proposal because the nominee does
not have discretionary voting power with respect to that item and has not
received voting instructions from the beneficial owner.
In voting on the election of directors, you may vote in favor of all
nominees, withhold votes as to all nominees, or withhold votes as to specific
nominees. There is no cumulative voting for the election of directors. Directors
must be elected by a plurality of the votes cast at the annual meeting. This
means that the nominees receiving the greatest number of votes will be elected.
Votes that are withheld and broker non-votes will have no effect on the outcome
of the election. In voting on the ratification of the appointment of Crowe,
Chizek and Company LLP as independent auditors, you may vote in favor of the
proposal, vote against the proposal or abstain from voting. The ratification of
Crowe, Chizek and Company LLP will be decided by the affirmative vote of a
majority of the votes cast at the annual meeting. On this matter, abstentions
and broker non-votes will have no effect on the voting.
VOTING BY PROXY
We are sending this proxy statement to you for the purpose of
requesting that you allow your shares of our common stock to be represented at
the annual meeting by the persons named in the enclosed proxy card. All shares
of common stock represented at the annual meeting by properly executed and dated
proxies will be voted according to the instructions indicated on the proxy card.
If you sign, date and return a proxy card without giving voting instructions,
your shares will be voted as recommended by our Board of Directors. OUR BOARD OF
DIRECTORS RECOMMENDS A VOTE FOR EACH OF THE NOMINEES FOR DIRECTOR AND FOR
RATIFICATION OF CROWE, CHIZEK AND COMPANY LLP AS INDEPENDENT AUDITORS.
If any matters not described in this proxy statement are properly
presented at the annual meeting, the persons named in the proxy card will use
their own best judgment to determine how to vote your shares. This includes a
motion to adjourn or postpone the annual meeting in order to solicit additional
proxies. If the annual meeting is postponed or adjourned, your shares of common
stock may be voted by the persons named in the proxy card on the new annual
meeting date as well, unless you have revoked your proxy. We do not know of any
other matters to be presented at the annual meeting.
You may revoke your proxy at any time before the vote is taken at the
meeting. To revoke your proxy you must either advise our Corporate Secretary in
writing before your common stock has been voted at the annual meeting, deliver a
later dated proxy, or attend the meeting and vote your shares in person. Your
attendance at the annual meeting will not in itself revoke your proxy.
If your common stock is held "in street name," you will receive
instructions from your broker, bank or other nominee that you must follow in
order to have your shares voted. Your broker, bank or other nominee may allow
you to deliver your voting instructions via the telephone or the Internet.
Please see the instruction form provided by your broker, bank or other nominee
that accompanies this proxy statement.
PARTICIPANTS IN INDIAN VILLAGE COMMUNITY BANK'S ESOP AND 401(K) PLAN
If you participate in the Indian Village Community Bank Employee Stock
Ownership Plan (the "ESOP") or if you hold shares through the Indian Village
Community Bank 401(k) Plan (the "401(k) Plan"), you will receive a vote
authorization form for each plan that reflects all shares you may vote under
each plan. Under the terms of the ESOP, 41,896 shares held by the ESOP are voted
by the ESOP trustees, however, each ESOP participant may direct the trustees how
to vote the shares of common stock allocated to his or her account. Unallocated
shares of common stock held by the ESOP and allocated shares for which no timely
voting instructions are received will be voted by the ESOP trustees in the same
proportion as shares for which the trustees have received voting instructions,
subject to the exercise of the trustee's fiduciary duties. Under the terms of
the 401(k) Plan, participants may direct the trustee of the Indian Village
Bancorp, Inc. Stock Fund (the "Stock Fund") how to vote shares of common stock
credited to their accounts in the 401(k) plan. The Stock Fund trustee will vote
all shares for which no directions are given or for which timely instructions
were not received in the same proportion as shares for which the trustee
received voting instructions. The deadline for returning your voting
instructions to each plan's trustee is October 30, 2002.
2
STOCK OWNERSHIP
The following table provides information as of September 13, 2002 about
the persons that we know to be the beneficial owners of more than 5% of our
outstanding common stock. A person may be considered to beneficially own any
shares of common stock over which he or she has, directly or indirectly, sole or
shared voting or investing power.
PERCENT OF
NAME AND ADDRESS NUMBER OF COMMON STOCK
SHARES OWNED OUTSTANDING
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Indian Village Community Bank 41,896(1) 10.4%
Employee Stock Ownership Plan
100 South Walnut Street
Gnadenhutten, Ohio 44629
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(1) As of September 13, 2002, 8,495 shares had been allocated to
participants' ESOP accounts. The ESOP trustees are Michael A.
Cochran and Cindy S. Knisely. See "Voting and Proxy Procedure -
Participants in Indian Village Community Bank's ESOP and 401(k) Plan"
for a discussion of the ESOP's voting procedures.
3
The following table provides information as of September 13, 2002 about
the shares of common stock that may be considered to be beneficially owned by
each director, each nominee for director and by all of our directors and
executive officers as a group. Unless otherwise indicated, each of the named
individuals has sole voting power and sole investment power with respect to the
number of shares shown.
NAME NUMBER OF NUMBER OF SHARES THAT MAY PERCENT OF
SHARES OWNED BE ACQUIRED WITHIN 60 DAYS COMMON STOCK
(EXCLUDING OPTIONS) BY EXERCISING OPTIONS OUTSTANDING(1)
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John A. Beitzel 11,179 1,240 3.1%
Michael A. Cochran 16,000 440 4.1
Cindy S. Knisely 7,600 440 2.0
Joanne Limbach 6,500 440 1.7
Marty R. Lindon 14,899 1,640 4.1
Rebecca S. Mastin 10,000 440 2.6
Vernon E. Mishler 10,000 440 2.6
All directors and executive officers 82,531 8,280 22.1
as a group (11 persons)
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(1) Based on 402,139 shares of common stock outstanding and entitled to vote as
of September 13, 2002, plus the number of shares that may be acquired
within 60 days by each individual (or group of individuals) by exercising
stock options.
(2) Includes 200 shares owned by Mr. Beitzel's spouse. Also includes 548 shares
allocated to Mr. Beitzel under the ESOP for which Mr. Beitzel has voting
power but not investment power. Also includes 431 shares allocated under
the 401k.
(3) Includes 5,000 shares owned by Mr. Cochran's spouse. Does not include
41,896 shares held by the ESOP, for which Mr. Cochran serves as a trustee.
Does not include 4,285 shares held by the 401(k), for which Mr. Cochran
serves as a trustee.
(4) Includes 100 shares owned by Ms. Knisely's daughter. Does not include
41,896 shares held by the ESOP, for which Ms. Knisely serves as a trustee.
Does not include 4,285 shares held by the 401(k), for which Mr. Knisely
serves as a trustee.
(5) Includes 500 shares owned by Mr. Lindon's daughter. Also includes 1,147
shares allocated to Mr. Lindon under the ESOP for which Mr. Lindon has
voting power but not investment power. Also includes 2,752 shares allocated
under the 401k.
PROPOSAL 1:
ELECTION OF DIRECTORS
Our Board of Directors consists of seven members. Five directors are
independent and two are members of management. The Board is divided into three
classes with three-year staggered terms, with approximately one-third of the
directors elected each year. The Board of Directors' nominees for election this
year, to serve for a three-year term or until their respective successors have
been elected and qualified, are Michael A. Cochran and Rebecca S. Mastin, both
of whom currently serve as our directors and of Indian Village Community Bank.
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The Board of Directors intends that the proxies it solicits will be
voted for the election of the nominees named above. If any nominee is unable to
serve, the persons named in the proxy card would vote your shares to approve the
election of any substitute proposed by the Board of Directors. Alternatively,
the Board of Directors may adopt a resolution to reduce the size of the Board.
At this time, the Board of Directors knows of no reason why any nominee might be
unable to serve. THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF
ALL NOMINEES.
Information regarding the nominees and the directors continuing in
office is provided below. Unless otherwise stated, each individual has held his
or her current occupation for the last five years. The age indicated for each
individual is as of June 30, 2002. The indicated period of service as a director
includes the period of service as a director of Indian Village Community Bank.
BOARD NOMINEES FOR ELECTION OF DIRECTORS
MICHAEL A. COCHRAN is an attorney in private practice. He is also
Assistant Prosecuting Attorney for Tuscarawas County, Ohio. Mr. Cochran serves
as our Corporate Secretary and as Corporate Secretary for Indian Village
Community Bank. Age 52. Director since 1995.
REBECCA S. MASTIN serves as our Chairperson of the Board and as
Chairperson of the Board of Indian Village Community Bank. Ms. Mastin also owns
Wendy's restaurant franchises. Age 49. Director since 1996.
DIRECTORS CONTINUING IN OFFICE
THE FOLLOWING DIRECTORS HAVE TERMS ENDING IN 2003:
JOHN A. BEITZEL serves as our Vice Chairman of the Board and as Vice
Chairman of the Board of Indian Village Community Bank. Mr. Beitzel has also
served as Executive Vice President of Indian Village Community Bank since July
1999. He retired as the elected Tuscarawas County auditor. Age 54. Director
since 1997.
CINDY S. KNISELY, a certified public accountant, is the President of
Knisely & Associates Accounting and Financial Services, Inc., a certified public
accounting firm. Age 44. Director since 1997.
THE FOLLOWING DIRECTORS HAVE TERMS ENDING IN 2004:
JOANNE LIMBACH is the President of Limbach, Nolan and Dantonio, Inc.
D/B/A Limbach and Associates, a state and local tax consulting firm located in
Columbus, Ohio. Ms. Limbach served as Tax Commissioner for the State of Ohio
from 1983 to 1991. Age 61. Director since 1997.
MARTY R. LINDON has served as our President and Chief Executive Officer
since March 1999 and as President and Chief Executive Officer of Indian Village
Community Bank since December 1998. Before serving as President and Chief
Executive Officer of Indian Village Community Bank, he served as its Vice
President of Lending since 1993. Age 45. Director since 1998.
5
VERNON E. MISHLER is a retired Ohio State Auditor and public
accountant. Age 74. Director since 1989.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
We conduct our business through meetings and activities of our Board of
Directors and its committees. During the fiscal year ended June 30, 2002, our
Board of Directors held twelve meetings and the Board of Directors of Indian
Village Community Bank held twelve meetings. No director attended fewer than 75%
of the total meetings of the Boards of Directors and committees on which he or
she served.
The Audit Committee, consisting of Cindy S. Knisely, Rebecca S. Mastin
and Vernon E. Mishler, receives and reviews all reports prepared by our
independent auditors. This committee met four times during the fiscal year ended
June 30, 2002.
The Asset Classification Committee, consisting of Cindy S. Knisely and
Joanne Limbach, reviews Indian Village Community Bank's past due and delinquent
loans and reports its findings to the Board of Directors quarterly. This
committee met four times during the fiscal year ended June 30, 2002.
The Nominating Committee, consisting of the full Board of Directors,
selects annually management's nominees for election as directors. This committee
met on August 15, 2002 to select management's nominees for election as directors
at this annual meeting. Our Bylaws provide for shareholder nominations of
directors. See "Stockholder Proposals and Nominations."
DIRECTORS' COMPENSATION
Directors' Fees. Indian Village Community Bank pays a monthly fee of
$1,000 to each independent director for service on its Board of Directors and
any committees. We do not pay separate fees for service on our Board of
Directors.
Incentive Plan. Under the Indian Village Bancorp, Inc. 2000 Stock-Based
Incentive Plan which was adopted by our stockholders on May 3, 2000, each
director of Indian Village Bancorp, Inc. received non-statutory options to
purchase 2,200 shares of common stock at an exercise price of $12.10, the fair
market value of the common stock on September 20, 2001, the date the options
were granted. The options vest equally over a five-year period.
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EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following information is furnished for Marty R. Lindon. None of our
executive officers nor any executive officer of Indian Village Community Bank
received salary and bonus totaling $100,000 or more during the fiscal year ended
June 30, 2002.
LONG-TERM
ANNUAL COMPENSATION
COMPENSATION(2) AWARDS
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SECURITIES
NAME AND POSITION FISCAL SALARY BONUS UNDERLYING OPTIONS ALL OTHER
YEAR (#) COMPENSATION
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Marty R. Lindon 2002 $73,296 $5,469 8,200 $8,650(3)
President and Chief 2001 68,000 10,000 -- 7,851
Executive Officer 2000(1) 31,846 -- -- 739
1999 60,000 10,000 -- 3,514
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(1) For the six months ended June 30, 2000.
(2) Does not include the aggregate amount of perquisites and other personal
benefits, which was less than $50,000 or 10% of the total annual salary and
bonus reported.
(3) For 2002, includes a 401(k) plan employer contributions of $4,778 and an
ESOP allocation valued at $3,872 on December 31, 2001.
OPTION GRANTS IN LAST FISCAL YEAR
The following table lists all grants of options under the 2000
Stock-Based Incentive Plan to Mr. Lindon for the year ended June 30, 2002.
NUMBER OF SECURITIES PERCENT OF TOTAL
UNDERLYING OPTION OPTIONS GRANTED TO
GRANTED(1) EMPLOYEES IN FISCAL EXERCISE OR
NAME YEAR BASE PRICE EXPIRATION DATE
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Marty R. Lindon 8,200 18.7% $12.10 September 20, 2011
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(1) Options become exercisable in five equal annual installments commencing on
September 20, 2002; provided, however, that options will be immediately
exercisable if the optionee dies or becomes disabled or upon a change in
control of Indian Village Bancorp, Inc., as defined in the plan.
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OPTION VALUE AT FISCAL YEAR END
The following information is provided for Mr. Lindon as of June 30, 2002. Mr.
Lindon did not exercise any stock options during the year ended June 30, 2002.
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
AT FISCAL YEAR-END AT FISCAL YEAR END ($)(1)
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Name Exercisable Unexercisable Exercisable Unexercisable
- --------------------------------------------------- --------------------------
Marty R. Lindon -- 8,200 -- $19,680
(1) Value of unexercised in-the-money stock options equals the market value of
shares covered by in-the-money options on June 30, 2002 ($14.50 per share)
less the option exercise price. Options are "in-the-money" if the market
price of the shares covered by the options is greater than the exercise
price.
EMPLOYMENT AGREEMENT
We (including Indian Village Community Bank) have entered into a
three-year employment agreement with Mr. Lindon. Under the employment agreement,
Mr. Lindon's current annual salary is $83,000, which amount Indian Village
Community Bank pays and may be increased at the discretion of the Board of
Directors or an authorized committee of the Board. On the first anniversary of
the commencement date of the employment agreement and continuing on each
anniversary date thereafter, the term may be extended for an additional year at
the discretion of the Board. Mr. Lindon may terminate the agreement if he is
assigned duties inconsistent with his initial position, duties, responsibilities
and status. The agreement may also terminate upon the occurrence of certain
events specified by federal regulations. If Mr. Lindon's employment is
terminated without cause or upon his voluntary termination following the
occurrence of an event described in the preceding sentence, we would be required
to honor the terms of the agreement through the expiration of the current term,
including payment of current cash compensation and continuation of employee
benefits.
The employment agreement also provides for a severance payment and
other benefits in the event of involuntary termination of employment in
connection with any change in control of us or Indian Village Community Bank. A
severance payment also will be provided on a similar basis in connection with a
voluntary termination of employment where, after a change in control, Mr. Lindon
is assigned duties inconsistent with his position, duties, responsibilities and
status immediately before a change in control.
8
The maximum present value of the severance benefits under the
employment agreement is 2.99 times Mr. Lindon's average annual compensation
during the five-year period preceding the effective date of the change in
control (the "base amount"). The employment agreement provides that the value of
the maximum benefit may be distributed, at his election, in the form of a lump
sum cash payment equal to 2.99 times his base amount or a combination of a cash
payment and continued coverage under Indian Village Community Bank's health,
life and disability programs for a 36-month period following the change in
control, the total value of which does not exceed 2.99 times his base amount.
Section 280G of the Internal Revenue Code provides that severance payments that
equal or exceed three times the individual's base amount are deemed to be
"excess parachute payments" if they are contingent upon a change in control.
Individuals receiving excess parachute payments are subject to a 20% excise tax
on the amount of any excess parachute payments, and we would not be entitled to
deduct the amount of such excess payments.
The employment agreement restricts Mr. Lindon's right to compete
against us for a period of one year from the date of termination of the
agreement if he voluntarily terminates employment, except in the event of a
change in control.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires our
executive officers and directors, and persons who own more than 10% of any
registered class of our equity securities, to file reports of ownership and
changes in ownership with the Securities and Exchange Commission. Our executive
officers and directors and greater than 10% stockholders are required by
regulation to furnish us with copies of all Section 16(a) reports they file.
Based solely on our review of copies of the reports we have received
and written representations provided to us from the individuals required to file
the reports, we believe that each of our executive officers and directors has
complied with applicable reporting requirements for transactions in our common
stock during the fiscal year ended June 30, 2002.
TRANSACTIONS WITH MANAGEMENT
LOANS AND EXTENSIONS OF CREDIT
Federal regulations require that all loans or extensions of credit to
our executive officers and directors be made on substantially the same terms,
including interest rates and collateral, as those prevailing at the time for
comparable transactions with other persons, unless the loan or extension of
credit is made under a benefit program generally available to all other
employees and does not give preference to any insider over any other employee,
and must not involve more than the normal risk of repayment or present other
unfavorable features. In addition, loans made to a director or executive officer
in an amount that, when aggregated with the amount of all other loans to such
person and his or her related interests, are in excess of the greater of $25,000
or 5% of the institution's capital and surplus, up to a maximum of $500,000,
must be approved in advance by a majority of the disinterested members of the
Board of Directors.
OTHER TRANSACTIONS
Michael A. Cochran performs legal services for us and Indian Village
Community Bank. During the fiscal year ended June 30, 2002, we (including Indian
Village Community Bank) paid a total of $3,170 in legal fees to Mr. Cochran,
which included a retainer fee of $3,000. These amounts in total did not
represent more than 5% of total legal fees that Mr. Cochran earned during the
fiscal year ended June 30, 2002.
9
PROPOSAL 2:
RATIFICATION OF INDEPENDENT AUDITORS
Crowe Chizek and Company LLP was our independent auditors for the
fiscal year ended June 30, 2002. Our Board of Directors has appointed Crowe,
Chizek and Company LLP to be our independent auditors for the fiscal year ending
June 30, 2003, subject to the ratification by stockholders. A representative of
Crowe, Chizek and Company LLP is expected to be present at the annual meeting to
respond to appropriate questions from stockholders and will have the opportunity
to make a statement should he or she desire to do so.
If the ratification of the appointment of the independent auditors is
not approved by a majority of the votes cast by stockholders at the annual
meeting, the Board of Directors may consider other independent auditors. OUR
BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE RATIFICATION OF
THE APPOINTMENT OF INDEPENDENT AUDITORS.
The following table sets forth the fees billed to the Company for the
fiscal year ending June 30, 2002 by Crowe, Chizek and Company LLP:
Audit fees................................. $26,625
Financial information and systems design
and implementation fees.................... $ 0
All other fees*............................ $18,175
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* Includes fees for tax-related services and assistance with
securities filings.
The Audit Committee believes that the provision of non-audit services
by Crowe, Chizek and Company LLP are compatible with maintaining Crowe, Chizek
and Company LLP's independence.
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REPORT OF THE AUDIT COMMITTEE
The Audit Committee of our Board of Directors is responsible for
exercising independent, objective oversight of our independent auditors,
accounting functions and internal controls. The Audit Committee is comprised of
Cindy S. Knisely, Rebecca S. Mastin and Vernon E. Mishler, each of whom is
independent under The Nasdaq Stock Market, Inc.'s listing standards. The Board
of Directors has not adopted a written charter for the Audit Committee.
The Audit Committee's responsibility is to monitor and review the
Company's financial reporting process, including its system of internal controls
and the preparation of consolidated financial statements. It is not the duty or
the responsibility of the Audit Committee to conduct auditing or accounting
reviews. The Audit Committee's oversight does not provide it with an independent
basis to determine that management has maintained appropriate accounting and
financial reporting principles or policies, or appropriate internal controls and
procedures designed to assure compliance with accounting standards and
applicable laws and regulations. Furthermore, the Audit Committee's
considerations and discussions with management and the independent auditors do
not assure that the Company's financial statements are presented in accordance
with generally accepted accounting principles, that the audit of the Company's
financial statements has been carried out in accordance with generally accepted
auditing standards or that the Company's independent accountants are in fact
"independent."
The Audit Committee reviewed and discussed the annual financial
statements with management and the independent accountants. As part of this
process, management represented to the Audit Committee that the financial
statements were prepared in accordance with generally accepted accounting
principles. The Audit Committee also received and reviewed written disclosures
and a letter from the accountants concerning their independence as required
under applicable standards for auditors of public companies. The Audit Committee
discussed with the accountants the contents of such materials, the accountant's
independence and the additional matters required under Statement on Auditing
Standards No. 61. Based on such review and discussion, the Audit Committee
recommended that the Board of Directors include the audited consolidated
financial statements in our Annual Report on Form 10-KSB for the fiscal year
ended June 30, 2002 for filing with the Securities and Exchange Commission.
Members of the Audit Committee:
Cindy S. Knisely
Rebecca S. Mastin
Vernon E. Mishler
STOCKHOLDER PROPOSALS AND NOMINATIONS
We must receive proposals that stockholders seek to have included in
the proxy statement for our next annual meeting no later than June 6, 2003. If
next year's annual meeting is held on a date more than 30 calendar days from
November 6, 2003, we must receive a stockholder proposal by a reasonable time
before we begin to print and mail the proxy solicitation materials for such
annual meeting. Any stockholder proposals will be subject to the requirements of
the proxy rules adopted by the Securities and Exchange Commission.
11
Our Bylaws provide that in order for a stockholder to make nominations
for the election of directors or proposals for business to be brought before the
annual meeting, a stockholder must deliver written notice of such nominations
and/or proposals to the Corporate Secretary not less than 60 days nor more than
90 days before the date of the annual meeting; provided that if less than 71
days' notice or prior public disclosure of the date of the annual meeting is
given to stockholders, such written notice must be delivered not later than the
close of the tenth day following the day on which notice of the date of the
annual meeting was mailed to stockholders or prior public disclosure of the
meeting date was made. The shareholder's notice of nomination must contain all
information relating to the nominee as required by our Bylaws. You may obtain a
copy of the Bylaws by writing to Michael A. Cochran, our Corporate Secretary.
MISCELLANEOUS
We will pay the cost of this proxy solicitation and will reimburse
brokerage firms and other custodians, nominees and fiduciaries for reasonable
expenses incurred by them in sending proxy materials to the beneficial owners of
our common stock. In addition to soliciting proxies by mail, directors, our
officers, directors and regular employees may solicit proxies personally or by
telephone without receiving additional compensation.
Our Annual Report to Stockholders has been mailed to all persons who
were stockholders as of the close of business on September 13, 2002. Any
stockholder who has not received a copy of the Annual Report may obtain a copy
by writing to our Corporate Secretary. The Annual Report is not to be treated as
part of the proxy solicitation material or as having been incorporated in this
proxy statement by reference.
A COPY OF OUR FORM 10-KSB (WITHOUT EXHIBITS) FOR THE FISCAL YEAR ENDED
JUNE 30, 2002, AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, WILL BE
FURNISHED WITHOUT CHARGE TO ALL PERSONS WHO WERE STOCKHOLDERS AS OF THE CLOSE OF
BUSINESS ON SEPTEMBER 13, 2002 UPON WRITTEN REQUEST TO MICHAEL A. COCHRAN,
CORPORATE SECRETARY, INDIAN VILLAGE BANCORP, INC., P.O. BOX 830, GNADENHUTTEN,
OHIO 44629.
If you and others who share your address own your shares in street
name, your broker or other holder of record may be sending only one annual
report and proxy statement to your address. This practice, known as
"householding," is designed to reduce our printing and postage costs. However,
if a shareholder residing at such an address wishes to receive a separate annual
report or proxy statement in the future, he or she should contact the broker or
other holder of record. If you own your shares in street name and are receiving
multiple copies of our annual report and proxy statement, you can request
householding by contacting your broker or other holder of record.
Whether or not you plan to attend the annual meeting, please vote by
marking, signing, dating and promptly returning the enclosed proxy card in the
enclosed envelope.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Michael A. Cochran
------------------------------------
Michael A. Cochran
Corporate Secretary
October 4, 2002
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REVOCABLE PROXY
INDIAN VILLAGE BANCORP, INC.
ANNUAL MEETING OF STOCKHOLDERS
NOVEMBER 6, 2002
The undersigned hereby appoints the official Proxy Committee of the
Board of Directors of Indian Village Bancorp, Inc. (the "Company"), consisting
of John A. Beitzel, Cindy S. Knisely, Joanne Limbach, Marty R. Lindon, Vernon E.
Mishler, Michael A. Cochran and Rebecca S. Mastin, with full powers of
substitution to act as attorneys and proxies for the undersigned, to vote all
shares of common stock of the Company which the undersigned is entitled to vote
at the Annual Meeting of Stockholders to be held at the New Philadelphia branch
office of Indian Village Community Bank, 635 West High Street, New Philadelphia,
Ohio, on November 6, 2002, at 1:00 p.m., local time, and at any and all
adjournments of the meeting, as follows:
1. The election as directors of all nominees listed (except as
marked to the contrary below).
Michael A. Cochran Rebecca S. Mastin
VOTE VOTE FOR ALL
FOR WITHHELD EXCEPT
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INSTRUCTION: To withhold your vote for any individual nominee, mark "FOR ALL
EXCEPT" and write that nominee's name in the space provided below.
- --------------------------------------------------------------------------------
2. The ratification of the appointment of Crowe, Chizek and
Company LLP as independent auditors for the Company for the
fiscal year ending June 30, 2003.
FOR AGAINST ABSTAIN
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|_| |_| |_|
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE LISTED PROPOSALS.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
THIS PROXY, PROPERLY SIGNED AND DATED, WILL BE VOTED AS DIRECTED, BUT
IF NO INSTRUCTIONS ARE SPECIFIED, THIS PROXY WILL BE VOTED "FOR" EACH OF THE
LISTED PROPOSALS. IF ANY OTHER BUSINESS IS PRESENTED AT THE MEETING, INCLUDING
WHETHER OR NOT TO ADJOURN THE MEETING, THIS PROXY WILL BE VOTED BY THE PROXIES
IN THEIR BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO
OTHER BUSINESS TO BE PRESENTED AT THE MEETING.
The above-signed acknowledges receipt from the Company, prior to the
execution of this proxy, of a Notice of Annual Meeting of Stockholders, a Proxy
Statement for the Annual Meeting and an Annual Report to Stockholders.
Please sign exactly as your name appears on this card. When signing as
attorney, executor, administrator, trustee or guardian, please give your full
title. If shares are held jointly, only one signature is required.
Dated: , 2002
--------------------
--------------------------------
STOCKHOLDER SIGNATURE
--------------------------------
CO-HOLDER (IF ANY) SIGNATURE
PLEASE COMPLETE, DATE, SIGN AND PROMPTLY MAIL THIS PROXY
IN THE ENCLOSED POSTAGE-PAID ENVELOPE.