Item 1. Business 3
Item 2.
Item 2. Properties
At December 31, 1998, the Corporation operated through 27 full-service banking centers and 14 loan origination offices in addition to its headquarters and operations locations. The Corporation leases its headquarters location, 10 of the branches and 13 of the origination offices, and owns the remaining locations. The aggregate carrying value at December 31, 1998 of the properties owned or leased, including headquarters properties and leasehold improvements at the leased offices, was $18.5 million. See Note 6 to the Corporation's Consolidated Financial Statements. The carrying value of First Indiana's data processing equipment at December 31, 1998 was $1.7 million.
Item 3.
Item 3. Legal Proceedings
There are no pending legal proceedings to which the Corporation or any subsidiary was a party or to which any of their property is subject other than litigation which, in the opinion of management, is not material to the Corporation's business, operations, or financial condition.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of the Corporation's security holders during the three months ended December 31, 1998.
Part II
Item 5.
Item 5. Market for the Registrant's Common Equity and Related Shareholder Matters
The information required by this item is incorporated by reference from page 47 of the Corporation's 1998 Annual Report under the heading, "Corporate Information."
For restrictions on the Corporation's present or future ability to pay dividends, see Note 11 of "Notes to Consolidated Financial Statements" on page 37 - 39 of the Corporation's 1998 Annual Report, which is incorporated herein by reference.
The Corporation paid a cash dividend of $.12 per share outstanding in each quarter of 1998 and $.10 per share outstanding in each quarter of 1997, as adjusted for a six-for-five stock dividend on March 6, 1998.
Item 6.
Item 6. Selected Financial Data
The information required by this item is incorporated by reference to page 23 of the Corporation's 1998 Annual Report from the material under the heading "Five-Year Summary of Selected Financial Data."
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
The information required by this item is incorporated by reference to pages 12 - 22 of the Corporation's 1998 Annual Report from the material under the heading "Financial Review."
Item 7A.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
The information required by this item is incorporated by reference to page 22 of the Corporation's 1998 Annual Report from the material under the heading "Disclosures About Market Risk."
Item 8.
Item 8. Financial Statements and Supplementary Data
The Corporation's Consolidated Financial Statements and Notes to Consolidated Financial Statements at December 31, 1998 and 1997 and for each of the years in the three-year period ended December 31, 1998 are incorporated by reference to pages 24 - 46 of the Corporation's 1998 Annual Report. The Corporation's unaudited quarterly financial data for each of the years in the two-year period ended December 31, 1998 is incorporated by reference to Note 15 of "Notes to Consolidated Financial Statements" on page 43 of the Corporation's 1998 Annual Report.
Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Part III
Item 10.
Item 10. Directors and Executive Officers of the Registrant
The information required by this item with respect to the directors is incorporated by reference to pages 5-7 and page 19 of the Corporation's Proxy Statement dated March 11, 1999 under the heading "Election of Directors," and "Section 16(a) Beneficial Ownership Reporting Compliance."
The following table sets forth information about the executive officers of the Corporation and the Bank who are not directors of the Corporation or the Bank. All executive officers are appointed by the Board of Directors and serve at the discretion of the Board of Directors.
David L. Gray has been with the Bank since July 1981, and currently serves as the Corporation's vice president and treasurer, and the Bank's chief financial officer, treasurer, and senior vice president, Financial Management Group. He also serves as the chairman of the Bank's Asset/Liability Committee.
David A. Lindsey has been with the Bank since January 1983, serving as the Bank's senior vice president, Consumer Finance Group. He oversees the Bank's national consumer sales force.
Merrill E. Matlock is senior vice president of the Bank's Commercial and Mortgage Banking Group. He is responsible for the Bank's residential, construction, business, and commercial real estate lending. Mr. Matlock has worked for First Indiana since 1984 and was most recently first vice president of the construction lending department.
Timothy J. O'Neill has been with the Bank since 1970. He currently serves as the Bank's senior vice president, Correspondent Banking Services Group. As part of his current responsibilities, he develops relationships with smaller community banks to provide private label products and services to their customers.
Edward E. Pollack joined the Bank in 1998, and offers many years of experience in operations and technology at the nation's largest guarantor of student loans. He is serving as senior vice president, Technology and Operations Group.
Kenneth L. Turchi joined First Indiana in September 1985 and currently serves as senior vice president, Retail Banking, Marketing, and Strategic Planning Group. His duties include strategic planning, marketing, advertising, market research, investor and public relations, telemarketing, and supervision of retail banking center sales and operations.
Item 11.
Item 11. Executive Compensation. The information required by this item with respect to executive compensation is incorporated by reference to pages 9-18 of the material under the heading "Executive Compensation" in the Corporation's Proxy Statement.
During 1997, the Corporation effected change-of-control arrangements with its key officers. The full text of these arrangements can be found in Exhibits 10(j) and 10(k) of the 1997 Form 10-K.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The information required by this item is incorporated by reference to pages 1-7 of the material under the heading "Proxy Statement" and "Proposal No 1: Election of Directors" in the Corporation's Proxy Statement.
Item 13.
Item 13. Certain Relationships and Related Transactions
The information required by this item is incorporated by reference to page 8 of the material under the heading "Certain Transactions" in the Corporation's Proxy Statement.
Part IV
Item 14.
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
a. The following documents are filed as part of this report:
1998 Annual Report (Exhibit 13) Financial Statements Page(s) -------------------- ------------
Consolidated Balance Sheets as of December 31, 1998 and 1997 24
Consolidated Statements of Earnings for the Years Ended December 31, 1998, 1997 and 1996 25
Consolidated Statements of Shareholders' Equity for the Years Ended December 31, 1998, 1997 and 1996 26
Consolidated Statements of Cash Flows for the Years Ended December 31, 1998, 1997 and 1996 27
Notes to Consolidated Financial Statements 28-45
Independent Auditors' Report 46
Exhibits Refer to list of exhibits on pages 29-30
b. Reports on Form 8-K No Reports on Form 8-K were filed during the three months ended December 31, 1998.
c. The exhibits filed herewith or incorporated by reference herein are set forth on the Exhibit index on pages 29-30.
d. Financial Statement Schedules required by Regulation S-X.
None
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
FIRST INDIANA CORPORATION
By:/s/ Owen B. Melton, Jr. Owen B. Melton, Jr. President and Chief Operating Officer Date: March 18, 1999
Pursuant to the requirements of the Securities and Exchange Act of 1934, this annual report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Officers
By: /s/Robert H. McKinney By: /s/David L. Gray Robert H. McKinney David L. Gray Chairman and Chief Vice President and Executive Officer Treasurer Date: March 18, 1999 Date: March 18, 1999
Directors
By: /s/Gerald L. Bepko By: /s/Robert H. McKinney Gerald L. Bepko Robert H. McKinney Date: March 18, 1999 Date: March 18, 1999
By: /s/Andrew Jacobs, Jr. By: /s/Owen B. Melton, Jr. Andrew Jacobs, Jr. Owen B. Melton, Jr. Date: March 18, 1999 Date: March 18, 1999
By: /s/Marni McKinney By: /s/Phyllis W. Minott Marni McKinney Phyllis W. Minott Date: March 18, 1999 Date: March 18, 1999
By: /s/John W. Wynne By: /s/Michael L. Smith John W. Wynne Michael L. Smith Date: March 18, 1999 Date: March 18, 1999
By: /s/H.J. Baker H.J. Baker Date: March 18, 1999