<PAGE>   1
                                                                      Exhibit 20

                            FOUNDATION BANCORP, INC.
                                25 GARFIELD PLACE
                             CINCINNATI, OHIO 45202
                                 (513) 721-0120

                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

         Notice is hereby given that the 1998 Annual Meeting of Shareholders of
Foundation Bancorp, Inc. (the "Company") will be held at the Pompador Room, The
Cincinnati Club Building, 30 Garfield Place, Cincinnati, Ohio, 45202, on October
20, 1998, at 1:00 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 three directors of the Company for terms expiring
                      in 2000;

           2.         To ratify the selection of Clark, Schaefer, Hackett & Co.
                      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
August 31, 1998, 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. 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





Cincinnati, Ohio                           Laird L. Lazelle
September 18, 1998


<PAGE>   2



                            FOUNDATION BANCORP, INC.
                                25 GARFIELD PLACE
                             CINCINNATI, OHIO 45202
                                 (513) 721-0120

                                 PROXY STATEMENT

                                     PROXIES

         The enclosed proxy (the "Proxy") is being solicited by the Board of
Directors of Foundation Bancorp, Inc. (the "Company") for use at the 1998 Annual
Meeting of Shareholders of the Company to be held at the Pompador Room, The
Cincinnati Club Building, 30 Garfield Place, Cincinnati, Ohio 45202, on October
20, 1998, at 1:00 p.m., local time, and at any adjournments thereof (the "Annual
Meeting"). Without affecting any vote previously taken, the Proxy may be revoked
by executing a later dated proxy which is received by the Company before the
Proxy is exercised 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 the 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 reelection of Ruth C. Emden, Paul L. Silverglade
                      and Ivan J. Silverman as directors of the Company for
                      terms expiring in 2000; and

                      FOR the ratification of the selection of Clark, Schaefer,
                      Hackett & Co. ("Clark, Schaefer") as the auditors of the
                      Company for the current fiscal year.

         The Proxies may be solicited by the directors, officers and other
employees of the Company and Foundation Savings Bank ("Foundation"), in person
or by telephone, telegraph or mail only for use at the Annual Meeting. The Proxy
will not be used for any other meeting. The cost of soliciting the Proxies will
be borne by the Company.

         Only shareholders of record as of the close of business on August 31,
1998 (the "Voting Record Date"), are entitled to vote at the Annual Meeting.
Each such shareholder will be entitled to cast one vote for each share owned.
The Company's records disclose that, as of the Voting Record Date, there were
462,875 votes entitled to be cast at the Annual Meeting.

         This Proxy Statement is first being mailed to shareholders of the
Company on or about September 25, 1998.

                                  VOTE REQUIRED

ELECTION OF DIRECTORS

         Under Ohio law and the Company's Code of Regulations (the
"Regulations"), the three nominees receiving the greatest number of votes will
be elected as directors. Shares held by a nominee for a beneficial owner which
are represented in person or by proxy but not voted with respect to the election


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<PAGE>   3

of directors and shares as to which the authority to vote is withheld are not
counted toward the election of directors or toward the election of the
individual nominees specified on the Proxy.

RATIFICATION OF SELECTION OF AUDITORS

         The affirmative vote of the holders of a majority of the shares
represented in person or by proxy at the Annual Meeting is necessary to ratify
the selection of Clark, Schaefer as the auditors of the Company for the current
fiscal year. The effect of an abstention is, therefore, the same as a "no" vote.
If the accompanying Proxy is signed and dated by the shareholder but no vote or
instruction to abstain is specified thereon, however, the shares held by such
shareholder will be voted FOR the ratification of the selection of Clark,
Schaefer as the auditors of the Company for the current fiscal year.

              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 outstanding common shares of the Company as of August 31, 1998:

<TABLE>
<CAPTION>

                                       Amount and Nature of      Percent of
Name and Address                       Beneficial Ownership  Shares Outstanding
----------------                       --------------------  ------------------
<S>                                         <C>                     <C>  
Foundation Bancorp, Inc.
  Employee Stock Ownership Plan
1201 Broadway                               37,030 (1)              8.00%
Quincy, Illinois 62301

Laird L. Lazelle
25 Garfield Place                           26,721 (2)              5.77%
Cincinnati, Ohio 45202
<FN>

---------------------------
  (1)    Consists of the shares held by First Bankers Trust Company, N.A., as
         the Trustee for the Foundation Bancorp, Inc. Employee Stock Ownership
         Plan (the "ESOP"). The Trustee has voting power over shares that have
         not been allocated to an ESOP participant and shares that have been
         allocated to an ESOP participant but as to which no voting instructions
         are given by the recipient. The Trustee has limited shared investment
         power over all ESOP shares.

  (2)    Includes 3,704 common shares allocated to Mr. Lazelle's ESOP account.
         Mr. Lazelle has voting power but no investment power over such shares.
         Also includes 11,517 shares owned by Mr. Lazelle's spouse.
</TABLE>

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<PAGE>   4


         The following table sets forth certain information with respect to the
number of common shares of the Company beneficially owned by each director and
by all directors and executive officers of the Company as a group as of August
31, 1998:
<TABLE>
<CAPTION>

                                               Amount and Nature of                  Percent of
Name and Address (1)                           Beneficial Ownership(2)           Shares Outstanding
--------------------                           ---------------------             ------------------
<S>                                                   <C>                             <C>  
Mardelle Dickhaut                                       4,480                          0.97%
Ruth C. Emden                                           5,000                          1.08
Laird L. Lazelle                                       26,721 (3)                      5.77
Robert E. Levitch                                          25                          0.01
Michael S. Schwartz                                    16,571 (4)                      3.58
Paul L. Silverglade                                     8,750                          1.89
Ivan J. Silverman                                      11,571 (5)                      2.50
All directors and executive officers of
   the Company as a group (8 people)
                                                       78,213                         16.90%
<FN>
----------------------------

(1)        Each of the persons listed in this table may be contacted at the
           address of the Company.

(2)        All shares are owned directly with sole voting or investment power
           unless otherwise indicated by footnote.

(3)        Includes 11,571 shares owned by Mr. Lazelle's spouse.

(4)        Includes 5,000 shares held by Mr. Schwartz as trustee and over which
           Mr. Schwartz shares voting power.

(5)        Includes 6,571 shares owned by Mr. Silverman's spouse.
</TABLE>


                      PROPOSAL ONE - ELECTION OF DIRECTORS

ELECTION OF DIRECTORS

         The Regulations provide for a Board of Directors consisting of seven
persons. In accordance with Section 2.03 of the Regulations, nominees for
election as directors may be proposed only by the directors or by a shareholder
entitled to vote for directors. A nomination by a shareholder with respect to
the election of directors at an annual meeting of shareholders must be submitted
in writing to the Secretary of the Company and received by the Secretary not
later than the sixtieth day before the first anniversary of the most recent
annual meeting of shareholders held for the election of directors. A nomination
by a shareholder with respect to the election of directors at a special meeting
of shareholders must be submitted in writing and received by the Secretary of
the Company not later than the close of business on the seventh day following
the day on which notice of such special meeting was mailed to shareholders. 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
such nominee and the length of time such shares have been so owned.

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         The Board of Directors proposes the reelection at the Annual Meeting of
the following persons to terms which will expire in 2000:

<TABLE>
<CAPTION>

                                                                Director of    Director of
                                                                the Company    Foundation
Name                            Age (1)     Position(s) Held      Since (2)       Since
----                            -------     ----------------     ----------      ---------
<S>                                <C>      <C>                   <C>           <C> 
Ruth C. Emden                      71       Director                1996          1994
Paul L. Silverglade                73       Director                1996          1988
Ivan J. Silverman                  57       Director                1996          1992

<FN>
-----------------------------

(1)      As of September 1, 1998.

(2)      Each director of the Company is also a director of Foundation. Each
         nominee became a director of the Company in connection with the
         conversion of Foundation from mutual to stock form (the "Conversion")
         and the formation of the Company as the holding company for Foundation.
</TABLE>

         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:

<TABLE>
<CAPTION>

                                                                       Director of      Director of
                                                                       the Company       Foundation
Name                          Age (1)   Positions Held                  Since (2)            Since        Term Expires
----                          -------   --------------                  ---------       -------------      ------------
<S>                           <C>     <C>                                <C>          <C>                <C>
Mardelle Dickhaut               65      Director                           1996             1989              1999
Laird L. Lazelle                59      Director, President and            1996             1994              1999
                                           Chief Executive Officer
Robert E. Levitch               64      Director                           1996             1964              1999
Michael S. Schwartz             54      Director                           1996             1967              1999

<FN>
-----------------------------

(1)        As of September 1, 1998.

(2)        Each director of the Company is also a director of Foundation. Each
           director became a director of the Company in connection with the
           Conversion.
</TABLE>

           MARDELLE DICKHAUT has served as Secretary of Foundation since 1979
and as a director since 1989. Mrs. Dickhaut was employed at Foundation for 23
years prior to her retirement in 1995.

           RUTH C. EMDEN has served as a director of Foundation since 1994. Mrs.
Emden is the widow of Narvin I. Emden, who served Foundation as President,
Managing Officer and a director for over 46 years. Mrs. Emden is active in
community service.

           LAIRD L. LAZELLE is President and Chief Executive Officer of both the
Company and Foundation and is the designated Managing Officer of Foundation. Mr.
Lazelle served as President and Chief Executive Officer of The TriState Bancorp
from February 1988 until joining Foundation in January 1994.

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<PAGE>   6

           ROBERT E. LEVITCH has served as a director of Foundation since 1964.
Mr. Levitch has been a corrections officer with the Hamilton County Sheriff's
Department since 1980.

           MICHAEL S. SCHWARTZ is an attorney at law practicing in Cincinnati,
Ohio and operates a title insurance agency. Mr. Schwartz is legal counsel to
Foundation and also provides title services for some loans granted by
Foundation. Mr. Schwartz has served as a director of Foundation since 1967 and
succeeded his father as Chairman of the Board in 1993.

         PAUL L. SILVERGLADE retired as the Corporate Office Personnel Director
for Federated Department Stores in 1981, after serving for 33 years. Mr.
Silverglade has been a director of Foundation since 1988 and serves as Chairman
of the Compensation Committee.

           IVAN J. SILVERMAN is an Associate Vice President with Gradison,
Division of McDonald & Company Securities, Inc. Mr. Silverman is a former Mayor
of the City of Montgomery, Ohio. Mr. Silverman has served as a director of
Foundation since 1992 and serves as Chairman of the Audit Committee.

MEETINGS OF DIRECTORS

         The Board of Directors of the Company met five times for regularly
scheduled and special meetings during the fiscal year ended June 30, 1998.

COMMITTEES OF DIRECTORS

         The Board of Directors of the Company has an Audit Committee. The
Company has no Compensation Committee and the entire board serves as a
Nominating Committee.

         The Board of Directors of Foundation has an Audit Committee and a
Compensation Committee.

         The Audit Committee of both the Company and Foundation is comprised of
Mr. Silverman, who serves as chairman of the Audit Committee, Ms. Dickhaut and
Mr. Silverglade. The Audit Committee reviews and monitors the process of
auditing the Company and Foundation. The final audit is presented to the full
board of directors by the auditors. The Audit Committee met one time during the
fiscal year ended June 30, 1998.

         Mr. Silverglade serves as chairman of the Compensation Committee. Mr.
Schwartz and Mr. Silverman also serve on the Compensation Committee. The
function of the Compensation Committee is to determine compensation for
Foundation's employees and to make recommendations to the Board of Directors
regarding employee benefits and related matters. The Compensation Committee met
twice during the fiscal year ended June 30, 1998.

                               EXECUTIVE OFFICERS

         Mr. Lazelle is the President and Chief Executive Officer of the
Company. Dianne K. Rabe serves as Secretary and Treasurer of the Company. Mrs.
Rabe, a Certified Public Accountant, is Vice President and Chief Operating
Officer of Foundation. Mrs. Rabe came to Foundation in 1992 from another thrift
institution located in Cincinnati, Ohio.

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<PAGE>   7

                COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS

EXECUTIVE COMPENSATION

         The following table sets forth the compensation paid by Foundation to
Laird L. Lazelle, the President and Chief Executive Officer of the Company and
Foundation, for the fiscal years ended June 30, 1998, 1997 and 1996. No
executive officer of the Company earned salary and bonus in excess of $100,000
during fiscal 1998.
<TABLE>
<CAPTION>

                                          Summary Compensation Table
                                          --------------------------

                                           ---------------------------------------------------------------------------
                                                       Annual Compensation              All Other Compensation (1)(2)
--------------------------------------------------------------------------------------
Name and Principal               Year            Salary ($)             Bonus ($)
Position
-----------------------------------------------------------------------------------------------------------------
<S>                              <C>              <C>                   <C>                  <C>   
Laird L. Lazelle                 1998             $85,000               $15,000              $27,770
  President and Chief            1997              80,000                15,000               24,998
  Executive Officer              1996              65,000                 9,800                6,000
-----------------------------------------------------------------------------------------------------------------
</TABLE>


(1)      Does not include amounts attributable to other miscellaneous benefits,
         the cost of which was less than 10% of Mr. Lazelle's cash compensation.

(2)      Consists of director's fees and for 1997 also includes the $23,498
         aggregate value of the 1,649 shares of the Company allocated to Mr.
         Lazelle's account pursuant to the ESOP, based on the price of shares of
         the Company in the most recent trade quoted on the National Daily
         Quotation Service ("NDQS"), as of September 1, 1997. For 1998, consists
         of the $28,770 aggregate value of the 2,055 shares of the Company
         allocated to Mr. Lazelle's account pursuant to the fiscal 1998 ESOP
         allocation, based on the price of shares in the most recent trade as of
         September 1, 1998.

DIRECTOR COMPENSATION

         Each director who is not an employee of the Company or Foundation
currently receives directors' fees of $7,500 per year. Effective September 1996,
directors who are employees of the Company or Foundation receive no directors'
fees. No fees are paid for committee meetings.

EMPLOYMENT AGREEMENT

         Foundation has entered into an employment agreement with Mr. Lazelle
(the "Employment Agreement"), effective September 25, 1996. The Employment
Agreement provides for a term of three years and salary and performance review
by the Board of Directors not less often than annually. The Employment Agreement
provides for inclusion of Mr. Lazelle in any formally established employee
benefit, bonus, pension and profit-sharing plans for which senior management
personnel are eligible. The Employment Agreement also provides for vacation and
sick leave in accordance with Foundation's prevailing policies.

                                      -6-
<PAGE>   8

         The Employment Agreement is terminable by Foundation at any time. In
the event of termination by Foundation for "just cause," as defined in the
Employment Agreement, Mr. Lazelle will have no right to receive any compensation
or other benefits for any period after such termination. In the event of
termination by Foundation other than (i) for just cause, (ii) at the end of the
term of the Employment Agreement or (iii) in connection with a "change of
control," as defined in the Employment Agreement, the Employment Agreement
entitles Mr. Lazelle to a continuation of salary payments for the remainder of
the term of the Employment Agreement and a continuation of benefits
substantially equal to those being provided at the date of termination of
employment until the earliest to occur of the end of the term of the Employment
Agreement or the date Mr. Lazelle becomes employed full-time by another
employer.

         The Employment Agreement also contains provisions with respect to the
occurrence within six months prior to or one year following a "change of
control" of (i) the termination of employment of Mr. Lazelle for any reason
other than just cause, retirement or termination at the end of the term of the
agreement, or (ii) a constructive termination resulting from change in the
capacity or circumstances in which Mr. Lazelle is employed or a material
reduction in his responsibilities, authority, compensation or other benefits
provided under the Employment Agreement without his written consent. In the
event of any such occurrence, Mr. Lazelle will be entitled to payment of an
amount equal to three times his then current annual salary. In addition, Mr.
Lazelle would be entitled to continued coverage under all benefit plans until
the earliest of the end of the term of the Employment Agreement or the date on
which he is included in another employer's benefit plans as a full-time
employee. The maximum which Mr. Lazelle may receive, however, is limited to an
amount which will not result in the imposition of a penalty tax pursuant to
Section 280G(b)(3) of Internal Revenue Code of 1986, as amended (the "Code"). A
"change of control," as defined in the Employment Agreement, generally refers to
the acquisition by any person or entity of the ownership or power to vote 25% or
more of the voting stock of Foundation or the Company, the control of the
election of a majority of the directors of Foundation or the Company or the
acquisition of control, as defined in the regulations of the Office of Thrift
Supervision (the "OTS"), of Foundation or the Company.

         The Employee Agreement was reviewed by the Board of Directors at a
meeting held on December 16, 1997 pursuant to OTS regulations. The term of the
Employment Agreement was extended to expire December 31, 2000. There was no
change to the amount of compensation or any other provision of the agreement.

STOCK OPTION PLAN

         At the 1997 Annual Meeting of Shareholders of the Company, the
shareholders approved the Foundation Bancorp, Inc. 1997 Stock Option and
Incentive Plan (the "Stock Option Plan"). Pursuant to the Stock Option Plan,
46,288 common shares have been reserved for issuance by the Company upon the
exercise of options to be granted to certain directors, officers and employees
of Foundation and the Company from time to time under the Stock Option Plan. No
options have been granted as of June 30, 1998.

RECOGNITION AND RETENTION PLAN

         At the 1997 Annual Meeting of Shareholders, the shareholders approved
the Foundation Savings Bank Recognition and Retention Plan and Trust Agreement
(the "RRP"). With funds contributed by 

                                      -7-
<PAGE>   9


Foundation, the RRP purchased 18,515 common shares of the Company during the
1998 fiscal year. No awards have been made under the RRP as of June 30, 1998.

CERTAIN TRANSACTIONS WITH FOUNDATION

         Foundation has extended loans to certain of its and the Company's
directors and executive officers, their affiliates and members of their
families. All such loans were made in the ordinary course of business on
substantially the same terms, including interest rates and collateral
requirements, as those prevailing at the time for comparable transactions with
other persons and did not present more than the normal risk of collectibility or
other unfavorable features. At June 30, 1998, there were no loans outstanding to
the Company's or Foundation's directors, officers, or employees.

               PROPOSAL TWO- RATIFICATION OF SELECTION OF AUDITORS

         The Board of Directors has selected Clark, Schaefer 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 Clark,
Schaefer 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 qualified shareholder of the Company who intends to submit a
proposal to the Company at the 1999 Annual Meeting of Shareholders (the "1999
Annual Meeting") must submit such proposal to the Company not later than May 29,
1999, to be considered for inclusion in the Company's Proxy Statement and form
of Proxy (the "Proxy Materials") relating to that meeting. If a shareholder
intends to present a proposal at the 1999 Annual Meeting of Shareholders but has
not sought the inclusion of such proposal in the Company's Proxy Materials, such
proposal must be received by the Company prior to August 11, 1999, the Company's
management proxies for the 1999 Annual Meeting will be entitled to use their
discretionary voting authority should such proposal then be raised, without any
discussion of the matter in the Company's Proxy Materials.

         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



Cincinnati, Ohio                           Laird L. Lazelle, President
September 18, 1998

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