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INDIANA FEDERAL ADOPTS STOCKHOLDER PROTECTION RIGHTS PLAN

      INDIANA FEDERAL ADOPTS STOCKHOLDER PROTECTION RIGHTS PLAN
    VALPARAISO, Ind., Feb. 27 /PRNewswire/ -- The board of directors of Indiana Federal Corp. (NASDAQ-NMS: IFSL) yesterday adopted a stockholder protection rights plan and declared a dividend of one right on each outstanding share of Indiana Federal Corporation common stock.  The dividend will be paid on March 6, 1992 to stockholders of record on March 6, 1992.
    The rights plan was not adopted in response to any effort to acquire control of the company.  Rather, it was adopted to replace expiring anti-takeover provisions in the corporation's Certificate of Incorporation which are intended to deter abusive takeover tactics that can be used to deprive stockholders of the full value of their investment.
    Until it is announced that a person or group has acquired 10 percent or more of the company's common stock or commences a tender offer that will result in such person or group owning 10 percent or more of the company's common stock, the Rights will be evidenced by the common stock certificates, will automatically trade with the common stock and will not be exercisable.  Thereafter, separate rights certificates will be distributed and each right will entitle its holder to purchase for an exercise price of $60.00 one share of common stock (or, under certain circumstances, other securities or assets of the company).
    Upon announcement that any person or group has acquired 10 percent or more of the company's common stock (an "acquiring person"), then 10 days thereafter (or such earlier or later date, not beyond the 30th day, as the board may decide) (the "Flip-in Date") each right (other than Rights beneficially owned by any acquiring person or transferees thereof, which rights become void) will entitle its holder to purchase, for the exercise price, a number of shares of the company's common stock (or, under certain circumstances, an amount of other securities or assets of the company) having a market value of twice the exercise price.  Also, if after an acquiring person controls the company's board of directors,the company is involved in a merger or sells more than 50 percent of its assets or earning power (or has entered into an agreement to do any of the foregoing) and, in the case of a merger, the acquiring person will receive different treatment than other stockholders, each Right will entitle its holder to purchase, for the exercise price, a number of shares of common stock of the acquiring person having a market value of twice the exercise price.  If any person or group acquires between 10 percent and 50 percent of the company's common stock, the company's board of directors may, at its option, require the Rights to be exchanged for common stock of the company (or, under certain circumstances, other securities or assets of the company).
    The rights may generally be redeemed by the board of directors for $0.01 per right prior to the Flip-in Date.
    The rights are intended to maximize the value of a stockholder's investment in the company in the event of an attempt by a person or group to acquire a controlling interest in the company under terms not approved by the board of directors.  The Rights would discourage partial tender offers, inadequate offers, squeeze outs and other abusive tactics that could be used to gain control of the company without treating all stockholders fairly.
    Peter R. Candela, president of Indiana Federal Corp., stated "the rights plan is not intended to and will not prevent a takeover of the company at a full and fair price, but should encourage anyone seeking to acquire the company to negotiate with the board of directors prior to attempting a takeover.  The rights may cause substantial dilution to a person or group that acquires 10 percent or more of the common stock unless the rights are first redeemed by the board of directors of the company.  Nevertheless, the Rights should not interfere with a transaction that is in the best interests of the company and its stockholders because the rights can be redeemed prior to a triggering event.
    The rights plan does not in any way weaken the company's financial strength or interfere with its business plans.  The issuance of the rights has no dilutive effect, will not affect reported earnings per share, is not taxable to the company or its stockholders and will not change the way in which the company shares are traded."
    A letter to stockholders regarding the rights plan and a summary of certain terms of the Rights Plan will be mailed to stockholders.
    Indiana Federal Corp.'s wholly owned subsidiary, Indiana Federal Savings and Loan Association, maintains a network of eight full service offices in Northwest Indiana and loan production offices in Highland and South Bend, Ind.
    -0-         2/27/92
    /CONTACT:  Peter Candela, president of Indiana Federal, 219-462-4131/
    (IFSL) CO:  Indiana Federal Corp. ST:  Indiana IN:  FIN SU:  SRP SH -- NY006 -- 3081 02/27/92 08:24 EST
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Copyright 1992 Gale, Cengage Learning. All rights reserved.

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Publication:PR Newswire
Date:Feb 27, 1992
Words:825
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