SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K (Mark One) _x_ Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (Fee Required) For the fiscal year ended December 31, 1996 or __ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (No Fee Required) For the transition period from _______ to ________ Commission file number 0-6835 IRWIN FINANCIAL CORPORATION (Exact Name of Registrant as Specified in its Charter) Indiana 35-1286807 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization Identification No.) Organization) 500 Washington Street Columbus, Indiana 47201 (Address of Principal Executive Offices) (Zip Code) (812) 376-1020 (Registrant's Telephone Number, Including Area Code) Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Shares (Title of Class) Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No _____ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. __ The aggregate market value of the voting stock held by non- affiliates of the Registrant was $150,757,321.75 as of March 11, 1997. As of March 11, 1997, there were outstanding 11,329,062 common shares of the Registrant. DOCUMENTS INCORPORATED BY REFERENCE Selected Portions of Part of Form 10-K Into Which the Following Documents Incorporated Annual Report to Shareholders Part I, Part II for the year ended December 31, 1996 Definitive Proxy Statement for Part III Annual Meeting of Shareholders to be held April 29, 1997 Exhibit Index on Pages 44 through 47 Page 1 Total Pages in This Filing: 209 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the Undersigned, thereunto duly authorized. IRWIN FINANCIAL CORPORATION Date: March 27, 1997 By: /s/ William I. Miller ------------------------------ William I. Miller, Chairman of the Board Pursuant to the requirements of the Securities Exchange Act of 1934, this report on Form 10-K has been signed below by the following persons on behalf of the Registrant and in the capacities on the dates indicated. Capacity with Signature Registrant Date /s/ Sally A. Dean Director March 27, 1997 - ------------------- Sally A. Dean /s/ David W. Goodrich Director March 27, 1997 - ----------------------- David W. Goodrich /s/ John T. Hackett Director March 27, 1997 - --------------------- John T. Hackett /s/ William H. Kling Director March 27, 1997 - --------------------- William H. Kling /s/ Brenda J. Lauderback Director March 27, 1997 - ----------------------- Brenda J. Lauderback /s/ John C. McGinty, Jr. Director March 27, 1997 - ----------------------- John C. McGinty, Jr. /s/ Irwin Miller Director March 27, 1997 - ----------------------- Irwin Miller /s/ William I. Miller Director, Chairman March 27, 1997 - --------------------- of the Board William I. Miller (Principal Executive Officer) /s/ John A. Nash Director, Chairman March 27, 1997 - ----------------- of the Executive John A. Nash Committee /s/ Lance R. Odden Director March 27, 1997 - ----------------------- Lance R. Odden /s/ James T. Sakai Director March 27, 1997 - ----------------------- James T. Sakai /s/ Theodore M. Solso Director March 27, 1997 - ----------------------- Theodore M. Solso /s/ Thomas D. Washburn Senior Vice March 27, 1997 - ---------------------- President Thomas D. Wasburn (Principal Financial Officer) /s/ Marie C. Strack Vice President March 27, 1997 - ----------------------- and Controller Marie C. Strack (Principal Accounting Officer)