SCHEDULE 14A
Information Required in Proxy Statement
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant: Yes.
Filed by a Party other than the Registrant: No.
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as Permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
HOME FINANCIAL BANCORP
(Name Of Registrant As Specified In Its Charter)
HOME FINANCIAL BANCORP
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11
(1) Title of each class of securities to which transaction
applies: N/A
(2) Aggregate number of securities to which transaction
applies: N/A
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth
the amount on which the filing fee is calculated and
state how it was determined): N/A
(4) Proposed maximum aggregate value of transaction: N/A
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or
Schedule and the date of its filing. N/A
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
[Home Financial Bancorp Logo]
279 East Morgan Street
Spencer, Indiana 47460
(812) 829-2095
----------------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
----------------------------------------
To Be Held On October 10, 2000
Notice is hereby given that the Annual Meeting of Shareholders of Home
Financial Bancorp (the "Holding Company") will be held at the Canyon Inn, Oak
Room, McCormicks Creek State Park, State Highway 46 (two miles east of Spencer),
Spencer, Indiana, on Tuesday, October 10, 2000, at 3:00 p.m., Eastern Standard
Time.
The Annual Meeting will be held for the following purposes:
1. Election of Directors. Election of three directors of the Holding
Company for terms expiring in 2003.
2. Ratification of Auditors. Approval and ratification of the appointment
of Olive LLP as auditors for Home Financial Bancorp for the fiscal
year ending June 30, 2001.
3. Other Business. Such other matters as may properly come before the
meeting or any adjournment thereof.
Shareholders of record at the close of business on August 21, 2000, are
entitled to vote at the meeting or any adjournment thereof.
We urge you to read the enclosed Proxy Statement carefully so that you may
be informed about the business to come before the meeting, or any adjournment
thereof. At your earliest convenience, please sign and return the accompanying
proxy in the postage-paid envelope furnished for that purpose.
A copy of our Annual Report for the fiscal year ended June 30, 2000, is
enclosed. The Annual Report is not a part of the proxy soliciting material
enclosed with this letter.
By Order of the Board of Directors
/s/ Kurt J. Meier
Kurt J. Meier, President
Spencer, Indiana
September 1, 2000
IT IS IMPORTANT THAT THE PROXIES BE RETURNED PROMPTLY. THEREFORE, WHETHER OR NOT
YOU PLAN TO BE PRESENT IN PERSON AT THE ANNUAL MEETING, PLEASE SIGN, DATE AND
COMPLETE THE ENCLOSED PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE WHICH
REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
<PAGE>
HOME FINANCIAL BANCORP
279 East Morgan Street
Spencer, Indiana 47460
(812) 829-2095
---------------
PROXY STATEMENT
---------------
FOR
ANNUAL MEETING OF SHAREHOLDERS
October 10, 2000
This Proxy Statement is being furnished to the holders of common stock,
without par value (the "Common Stock"), of Home Financial Bancorp (the "Holding
Company"), an Indiana corporation, in connection with the solicitation of
proxies by the Board of Directors of the Holding Company to be voted at the
Annual Meeting of Shareholders to be held at 3:00 p.m., Eastern Standard Time,
on October 10, 2000, at the Canyon Inn, Oak Room, McCormicks Creek State Park,
State Highway 46, Spencer, Indiana, and at any adjournment of such meeting. The
principal asset of the Holding Company consists of 100% of the issued and
outstanding shares of common stock, $.01 par value per share, of Owen Community
Bank, s.b. (the "Bank"). This Proxy Statement is expected to be mailed to the
shareholders on or about September 1, 2000.
The proxy solicited hereby, if properly signed and returned to the Holding
Company and not revoked prior to its use, will be voted in accordance with the
instructions contained therein. If no contrary instructions are given, each
proxy received will be voted for each of the matters described below and, upon
the transaction of such other business as may properly come before the meeting,
in accordance with the best judgment of the persons appointed as proxies.
Any shareholder giving a proxy has the power to revoke it at any time
before it is exercised by (i) filing with the Secretary of the Holding Company
written notice thereof (Charles W. Chambers, 279 East Morgan Street, Spencer,
Indiana 47460), (ii) submitting a duly executed proxy bearing a later date, or
(iii) by appearing at the Annual Meeting and giving the Secretary notice of his
or her intention to vote in person. Proxies solicited hereby may be exercised
only at the Annual Meeting and any adjournment thereof and will not be used for
any other meeting.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Only shareholders of record at the close of business on August 21, 2000
("Voting Record Date"), will be entitled to vote at the Annual Meeting. On the
Voting Record Date, there were 852,100 shares of the Common Stock issued and
outstanding, and the Holding Company had no other class of equity securities
outstanding. Each share of Common Stock is entitled to one vote at the Annual
Meeting on all matters properly presented at the Annual Meeting. The holders of
over 50% of the outstanding shares of Common Stock as of the Voting Record Date
must be present in person or by proxy at the Annual Meeting to constitute a
quorum. In determining whether a quorum is present, shareholders who abstain,
cast broker non-votes, or withhold authority to vote on one or more director
nominees will be deemed present at the Annual Meeting.
The following table sets forth certain information regarding the beneficial
ownership of the Common Stock as of August 21, 2000, by each person who is known
by the Holding Company to own beneficially 5% or more of the Common Stock.
Unless otherwise indicated, the named beneficial owner has sole voting and
dispositive power with respect to the shares.
Number of Shares of
Name and Address of Common Stock Percent of
Beneficial Owner Beneficially Owned Class (6)
--------------------------------------------------------------------------------
Chiplease, Inc. 138,505 (1)(2) 16.3%
330 South Wells St.
Suite 718
Chicago, Illinois 60606
Frank R. Stewart 104,159 (1) (3) 12.1%
c/o Owen Community Bank, s.b.
279 East Morgan Street
Spencer, Indiana 47460
Community Trust & Investment 80,948 (1)(4) 9.5%
Company, Inc., Trustee
105 N. Pete Ellis Drive
Suite B
P.O. Box 5996
Bloomington, Indiana 47407
Tad Wilson 55,621 (1) (5) 6.5%
877 Maple Drive
Spencer, Indiana 47460
William Lannan 52,500 (1) 6.2%
R.R. 4, Box 12
Loogootee, Indiana 47533
Gary E. Gray, Jr. 48,000 (1) 5.6%
2600 6th Street, Apt. 13
Bedford, IN 47421
(1) The information in this chart is based on Schedule 13D or 13G Report(s)
filed by the above-listed person(s) with the Securities and Exchange
Commission (the "SEC") containing information concerning shares held by
them. It does not reflect any changes in those shareholdings which may have
occurred since the date of such filings.
(2) Includes 88,505 shares held by Chiplease, Inc. and 50,000 held by its
secretary, Leon Greenblatt. Pursuant to the Holding Company's Articles of
Incorporation, the Holding Company will count as shares entitled to vote
only up to ten percent of the issued and outstanding shares of Common
Stock, or 85,210 shares, of the shares held by the shareholder. The
remaining 53,295 shares held by this shareholder will not be counted as
shares eligible to vote on matters submitted to the shareholders at the
Annual Meeting.
(3) Of these shares, 84,000 are owned jointly by Mr. Stewart and his wife,
2,276 are held under the Owen Community Bank, s.b. Recognition and
Retention Plan and Trust (the "RRP"), 10,000 are subject to a stock option
granted under the Home Financial Bancorp Stock Option Plan (the "Option
Plan"), and 4,469 are held under the Holding Company's Employee Stock
Ownership Plan (the "ESOP").
(4) These shares are held by the Trustee of the Owen Community Bank, s.b.
Employee Stock Ownership Plan and Trust. The employees participating in
that Plan are entitled to instruct the Trustee how to vote shares held in
their accounts under the Plan. Unallocated shares held in a suspense
account under the Plan are required under the Plan terms to be voted by the
Trustee in the same proportion as allocated shares are voted.
(5) Of these shares, 37,600 are owned jointly by Mr. Wilson and his wife, 809
are held under the RRP, and 3,000 are subject to a stock option granted
under the Option Plan.
(6) Based upon 852,100 shares of Common Stock outstanding which does not
include options for 57,900 shares of Common Stock granted to certain
directors, officers and employees of the Holding Company and the Bank.
PROPOSAL I -- ELECTION OF DIRECTORS
The Board of Directors consists of nine members. The By-Laws provide that
the Board of Directors is to be divided into three classes as nearly equal in
number as possible. The members of each class are to be elected for a term of
three years and until their successors are elected and qualified. One class of
directors is to be elected annually. Directors generally must have their
principal domicile in Owen County, Indiana or one of its adjoining counties,
must have had a loan or deposit relationship with the Bank for a continuous
period of 12 months prior to their nomination to the Board, and non-employee
directors must have served as a member of a civic or community organization
based in their home county for at least a continuous period of 12 months during
the five years prior to their nomination to the Board. The three nominees for
election as a director this year are John T. Gillaspy, Gary Michael Monnett and
Robert W. Raper, each of whom currently serves as a director. Messrs. Gillaspy,
Monnett and Raper each have been nominated to serve for a three-year term ending
in 2003.
Unless otherwise directed, each proxy executed and returned by a
shareholder will be voted for the election of the nominees listed below. If any
person named as a nominee should be unable or unwilling to stand for election at
the time of the Annual Meeting, the proxy holders will nominate and vote for a
replacement nominee recommended by the Board of Directors. At this time, the
Board of Directors knows of no reason why the nominees listed below may not be
able to serve as directors if elected.
The following table sets forth certain information regarding the nominees
for the position of director of the Holding Company and each director continuing
in office after the Annual Meeting, including the number and percent of shares
of Common Stock beneficially owned by such persons as of the Voting Record Date.
Unless otherwise indicated, each nominee has sole investment and/or voting power
with respect to the shares shown as beneficially owned by him. Mr. Parrish is
married to Mr. Wilson's sister. No other nominee for director is related to any
other nominee for director, director, or executive officer of the Holding
Company by blood, marriage, or adoption, and there are no arrangements or
understandings between any nominee and any other person pursuant to which such
nominee was selected. The table also sets forth the number of shares of Holding
Company Common Stock beneficially owned by all directors and executive officers
of the Holding Company as a group.
<TABLE>
<CAPTION>
Director Common Stock
of the Beneficially
Expiration of Director of Holding Owned as of
Term as the Bank Company August 21, Percentage
Name Director Since Since 2000 (1) of Class
------------------------------------------------------------------------------------------------------------------
Director Nominees
-----------------
<S> <C> <C> <C> <C> <C>
John T. Gillaspy 2003 1986 1996 31,021(2) 3.6%
Gary Michael Monnett 2003 1998 1998 1,500(3) .2%
Robert W. Raper 2003 1970 1996 15,021(4) 1.8%
Directors Continuing
--------------------
in Office
---------
Charles W. Chambers 2001 1978 1996 6,021(2) .7%
Kurt J. Meier 2002 1991 1996 22,823(5) 2.6%
Stephen Parrish 2001 1982 1996 13,021(2) 1.5%
Kurt D. Rosenberger 2001 1998 1998 20,226(6) 2.3%
Frank R. Stewart 2002 1963 1996 104,159(7) 12.1%
Tad Wilson 2002 1978 1996 55,621(8) 6.5%
All directors and executive 269,413(9) 30.0%
officers as a group (9 persons)
</TABLE>
(1) Based upon information furnished by the respective director nominees. Under
applicable regulations, shares are deemed to be beneficially owned by a
person if he or she directly or indirectly has or shares the power to vote
or dispose of the shares, whether or not he or she has any economic power
with respect to the shares. Includes shares benefically owned by members of
the immediate families of the director nominees residing in their homes.
(2) Of these shares, 809 are held under the RRP, 3,000 are subject to a stock
option granted under the Option Plan, and the remaining shares are held
jointly by the director and his wife.
(3) These shares are subject to a stock option granted under the Option Plan.
(4) Of these shares 10,404 are held jointly by Mr. Raper and his grandchildren,
809 are held under the RRP, and 3,000 are subject to a stock option granted
under the Option Plan.
(5) Of these shares, 4,276 are owned jointly by Mr. Meier and his wife, 2,276
are held under the RRP, 10,000 are subject to a stock option granted under
the Option Plan, and 5,133 are held under the ESOP.
(6) Of these shares, 3,974 are owned jointly by Mr. Rosenberger and his wife,
10,000 are subject to a stock option granted under the Option Plan, 1,516
are held under the RRP, and 4,736 are held under the Holding Company's
ESOP.
(7) Of these shares, 84,000 are owned jointly by Mr. Stewart and his wife,
2,276 are held under the RRP, 10,000 are subject to a stock option granted
under the Option Plan, and 4,469 are held under the ESOP.
Footnotes are continued on following page.
<PAGE>
(8) Of these shares, 37,600 are owned jointly by Mr. Wilson and his wife, 809
are held under the RRP, and 3,000 are subject to a stock option granted
under the Option Plan.
(9) Of these shares, 10,113 are held under the RRP, 46,500 are subject to stock
options granted under the Option Plan, and 14,338 are held under the ESOP.
Presented below is certain information concerning the director nominees of
the Holding Company:
Charles W. Chambers (age 85), has served as a director of the Holding
Company since its formation and of the Bank since 1978. Mr. Chambers has served
as a staff appraiser for the Bank and has served as the Secretary of the Bank
since 1990.
John T. Gillaspy (age 72), has served as a director of the Holding Company
since its formation and of the Bank since 1986. Mr. Gillaspy has also served as
President until 1994 and Chief Executive Officer since 1994 of the Spencer
Evening World, Inc., a newspaper based in Spencer, Indiana.
Kurt J. Meier (age 50), has served as a director and President of the
Holding Company since its formation and as director of the Bank since 1991. Mr.
Meier has also served as President of the Bank since 1994.
Gary Michael Monnett (age 40), was named a director in 1998, became
Comptroller of the Bank in 2000 and has served as a self-employed certified
public accountant based in Cloverdale, Indiana for more than the last five
years.
Stephen Parrish (age 60), has served as a director of the Holding Company
since its formation and of the Bank since 1982. Mr. Parrish has also served as a
funeral director for the West-Parrish-Pedigo Funeral Home in Spencer, Indiana,
for more than five years.
Robert W. Raper (age 83), has served as a director of the Holding Company
since its formation and of the Bank since 1970, which he has served as Vice
Chairman since 1994. Prior to 1994, Mr. Raper served as Vice President of the
Bank.
Kurt D. Rosenberger (age 41), has served as Vice President and Chief
Financial Officer of the Holding Company since 1996. Mr. Rosenberger has also
served as Vice President of the Bank since 1994. Theretofore, he served as
Senior Financial Analyst for the Office of Thrift Supervision in Indianapolis,
Indiana, from 1990 to 1994.
Frank R. Stewart (age 75), has served as Chairman of the Board of the
Holding Company since its formation and of the Bank since 1963. Mr. Stewart
served as President of the Bank from 1982 until 1994. Mr. Stewart has also
served as President of BSF, Inc., a subsidiary of the Bank, since its formation
in 1989. Mr. Stewart has extensive experience in real estate development and
sales.
Tad Wilson (age 65), has served as a director of the Holding Company since
its formation and of the Bank since 1978. Mr. Wilson is also the President of
Metropolitan Printing Service, Inc., a print management company based in
Bloomington, Indiana, and is the owner of various rental properties located in
Bloomington, Indiana.
THE DIRECTORS SHALL BE ELECTED UPON RECEIPT OF A PLURALITY OF VOTES CAST AT
THE ANNUAL SHAREHOLDERS MEETING. PLURALITY MEANS THAT INDIVIDUALS WHO RECEIVE
THE LARGEST NUMBER OF VOTES CAST ARE ELECTED UP TO THE MAXIMUM NUMBER OF
DIRECTORS TO BE CHOSEN AT THE MEETING. ABSTENTIONS, BROKER NON-VOTES, AND
INSTRUCTIONS ON THE ACCOMPANYING PROXY TO WITHHOLD AUTHORITY TO VOTE FOR ONE OR
MORE OF THE NOMINEES WILL RESULT IN THE RESPECTIVE NOMINEE RECEIVING FEWER
VOTES. HOWEVER, THE NUMBER OF VOTES OTHERWISE RECEIVED BY THE NOMINEE WILL NOT
BE REDUCED BY SUCH ACTION.
The Board of Directors and its Committees
During the fiscal year ended June 30, 2000, the Board of Directors of the
Holding Company met or acted by written consent four times. No director attended
fewer than 75% of the aggregate total number of meetings during the last fiscal
year of the Board of Directors of the Holding Company held while he served as
director and of meetings of committees which he served during that fiscal year.
The Board of Directors of the Holding Company has a Stock Compensation
Committee, an Audit Committee and a Nominating Committee, among its other Board
Committees. All committee members are appointed by the Board of Directors.
The Stock Compensation Committee administers the RRP and the Option Plan.
The members of that Committee are Messrs. Gillaspy, Parrish and Wilson. It met
two times during fiscal 2000.
The Audit Committee, comprised of Messrs. Monnett, Wilson and Gillaspy,
recommends the appointment of the Corporation's independent accountants in
connection with its annual audit, and meets with them to outline the scope and
review the results of such audit. That Committee was appointed recently and did
not meet during fiscal 2000.
The Holding Company's Nominating Committee, consisting of Messrs. Gillaspy,
Parrish and Wilson, nominated the slate of directors set forth in the Proxy
Statement. Although the Board of Directors of the Holding Company will consider
nominees recommended by shareholders, it has not actively solicited
recommendations for nominees from shareholders nor has it established procedures
for this purpose. Directors must satisfy certain qualification requirements set
forth in the Holding Company's By-Laws. Article III, Section 12 of the Holding
Company's By-Laws provides that shareholders entitled to vote for the election
of directors may name nominees for election to the Board of Directors but there
are certain requirements that must be satisfied in order to do so. Among other
things, written notice of a proposed nomination must be received by the
Secretary of the Holding Company not less than 60 days prior to the Annual
Meeting; provided, however, that in the event that less than 70 days' notice or
public disclosure of the date of the meeting is given or made to shareholders
(which notice or public disclosure includes the date of the Annual Meeting
specified in the Holding Company's By-Laws if the Annual Meeting is held on such
date), notice must be received not later than the close of business on the 10th
day following the day on which such notice of the date of the meeting was mailed
or such public disclosure was made.
Management Remuneration and Related Transactions
Remuneration of Named Executive Officer
During the fiscal year ended June 30, 2000, no cash compensation was paid
directly by the Holding Company to any of its executive officers. Each of such
officers was compensated by the Bank.
The following table sets forth information as to annual, long-term and
other compensation for services in all capacities to the Holding Company and its
subsidiaries for the last three fiscal years of the person who served as chief
executive officer of the Holding Company during the fiscal year ended June 30,
2000 (the "Named Executive Officer"). There were no executive officers of the
Holding Company who earned over $100,000 in salary and bonuses during that
fiscal year.
<TABLE>
<CAPTION>
Summary Compensation Table
Long Term Compensation
-------------------------
Annual Compensation Awards
----------------------------------- -------------------------
Name Other All
and Annual Restricted Securities Other
Principal Fiscal Compen- Stock Underlying Compen-
Position Year Salary ($)(1) Bonus ($) sation($)(2) Awards($) Options(#) sation($)(3)
-----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Kurt J. Meier 2000 $64,924 $303 --- --- --- $11,001
President, Chief Executive 1999 $59,448 $--- --- --- --- $11,579
Officer and Treasurer 1998 $55,994 $985 --- --- 10,000 $12,860
</TABLE>
(1) Includes fees received for service on the Bank's Board of Directors and
amounts deferred by the Named Executive Officer pursuant to 401(k) of the
Internal Revenue Code of 1986, as amended (the "Code"), under the Bank's
Thrift Plan.
(2) Mr. Meier received certain perquisites, but the incremental cost of
providing such perquisites did not exceed the lesser of $50,000 or 10% of
his salary and bonus.
(3) Consists of the Bank's contribution on behalf of the Named Executive Officer
to the Thrift Plan and to the ESOP.
Stock Options
The following table includes the number of shares covered by stock options
held by the Named Executive Officer as of June 30, 2000. None of these were
"in-the-money" options (options whose exercise price is lower than the market
value of the shares at fiscal year end). The Named Executive Officer did not
exercise any stock options during the fiscal year and was not granted any stock
options during that fiscal year.
Outstanding Stock Option Grants and Value Realized As Of 6/30/2000
<TABLE>
<CAPTION>
Number of Unexercised Value of Unexercised In-the-Money
Options at Fiscal Year End Options at Fiscal Year End (1)
Name Exercisable Unexercisable Exercisable Unexercisable
------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Kurt J. Meier 10,000 --- $--- $ ---
</TABLE>
(1) The outstanding options have an exercise price of $8.50 which is higher
than the average between the high and low prices for the shares on June
30, 2000, which was $5.75 per share. Therefore none of these options was
in-the-money on June 30, 2000.
Employment Contracts
The Bank has entered into three-year employment contracts with each of
Messrs. Meier and Rosenberger (together, the "Employees"). The contracts with
the Employees, effective July 1, 1999, extend annually for an additional
one-year term to maintain their three-year term if the Board of Directors of the
Bank determines to so extend them, unless notice not to extend is properly given
by either party to the contract. Each Employee receives an initial salary under
the contract equal to his current salary subject to increases approved by the
Board of Directors. The contracts also provide, among other things, for
participation in other fringe benefits and benefit plans available to the Bank's
employees. Each Employee may terminate his employment upon sixty days' written
notice to the Bank. The Bank may discharge each Employee for cause (as defined
in the contract) at any time or in certain specified events. If the Bank
terminates an Employee's employment for other than cause or if the Employee
terminates his own employment for cause (as defined in the contract), the
Employee will receive his base compensation under the contract for an additional
three years if the termination follows a change of control in the Holding
Company (as defined below) or for the remaining term of the Agreement, if the
termination does not follow a change of control. In addition, during such
period, the Employee will continue to participate in the Bank's group insurance
and retirement plans or receive comparable benefits. Moreover, within a period
of three months after such termination following a change of control, each
Employee will have the right to cause the Bank to purchase any stock options he
holds for a price equal to the fair market value (as defined in the contact) of
the shares subject to such options minus their option price. If the payments
provided for in the contract, together with any other payments made to the
Employees by the Bank, are deemed to be payments in violation of the "golden
parachute" rules of the Code, such payments will be reduced to the largest
amount which would not cause the Bank to lose a tax deduction for such payments
under those rules. As of the date hereof, the cash compensation which would be
paid under the contracts to the Employees if the contracts were terminated
either after a change of control of the Holding Company, without cause by the
Bank, or for cause by the Employees, would be $180,336 for Mr. Meier and
$168,324 for Mr. Rosenberger. For purposes of these employment contracts, a
change of control of the Holding Company is generally an acquisition of control,
as defined in regulations issued under the Change in Bank Control Act and the
Savings and Loan Holding Company Act.
The employment contracts provide the Bank protection of its confidential
business information and protection from competition by each of the Employees
should he voluntarily terminate his employment without cause or be terminated by
the Bank for cause.
The Bank also entered into a three-year employment contract with Mr.
Stewart effective as of July 1, 1999, which may be renewed by the Board each
year for one additional year. Mr. Stewart's employment agreement provides for
the payment by the Bank to Mr. Stewart of an annual salary equal to $60,112,
subject to increases as determined by the Board of Directors. In the event Mr.
Stewart's employment is terminated by the Bank without cause, Mr. Stewart will
continue to receive such compensation during the then-remaining term of the
contract.
The Bank is the owner and beneficiary of $100,000 in key man life insurance
on the lives of Mr. Meier and Mr. Rosenberger.
Compensation of Directors
All directors of the Bank are entitled to receive monthly director fees for
their services. Each of Mr. Gillaspy and Mr. Raper receive $700 per month, and
Mr. Stewart receives $500 per month. All other directors of the Bank receive
$400 per month.
Directors of the Holding Company are not currently paid directors' fees.
The Holding Company may, if it believes it is necessary to attract qualified
directors or otherwise beneficial to the Holding Company, adopt a policy of
paying directors' fees.
Transactions With Certain Related Persons
The Bank has followed a policy of offering to its directors and executive
officers real estate mortgage loans secured by their principal residence and
other loans. These loans are made in the ordinary course of business with the
same collateral, interest rates and underwriting criteria as those of comparable
transactions prevailing at the time and do not involve more than the normal risk
of collectibility or present other unfavorable features.
PROPOSAL II -- RATIFICATION OF AUDITORS
The Board of Directors proposes for the ratification of the shareholders at
the Annual Meeting the appointment of Olive LLP, certified public accountants,
as independent auditors for the fiscal year ended June 30, 2001. Olive LLP has
served as auditors for the Bank since 1989. A representative of Olive LLP is
expected to be present at the Annual Meeting with the opportunity to make a
statement if he so desires. He will also be available to respond to any
appropriate questions shareholders may have.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities and Exchange Act of 1934, as amended (the
"1934 Act"), requires that the Holding Company's officers and directors and
persons who own more than 10% of the Holding Company's Common Stock file reports
of ownership and changes in ownership with the Securities and Exchange
Commission (the "SEC"). Officers, directors and greater than 10% shareholders
are required by SEC regulations to furnish the Holding Company with copies of
all Section 16(a) forms that they file.
Based solely on its review of the copies of such forms received by it,
and/or written representations from certain reporting persons that no Forms 5
were required for those persons, the Holding Company believes that during the
fiscal year ended June 30, 2000, all filing requirements applicable to its
officers, directors and greater than 10% beneficial owners with respect to
Section 16(a) of the 1934 Act were satisfied in a timely manner, provided that
Tad Wilson was two years late in filing a Form 4 to report the acquisition by
his IRA account of 10,000 shares of the Holding Company's Common Stock.
SHAREHOLDER PROPOSALS
Any proposal which a shareholder wishes to have presented at the next
Annual Meeting of the Holding Company and included in the proxy statement and
form of proxy must be received at the main office of the Holding Company for
inclusion in the Holding Company's proxy statement no later than 120 days in
advance of September 1, 2001. Any such proposal should be sent to the attention
of the Secretary of the Holding Company at 279 East Morgan Street, Spencer,
Indiana 47460. A shareholder proposal being submitted outside the processes of
Rule 14a-8 promulgated under the 1934 Act will be considered untimely if it is
received by the Holding Company later than 45 days in advance of September 1,
2001.
OTHER MATTERS
Management is not aware of any business to come before the Annual Meeting
other than those matters described in the Proxy Statement. However, if any other
matters should properly come before the Annual Meeting, it is intended that the
proxies solicited hereby will be voted with respect to those other matters in
accordance with the judgment of the persons voting the proxies.
The cost of solicitation of proxies will be borne by the Holding Company.
The Holding Company will reimburse brokerage firms and other custodians,
nominees and fiduciaries for reasonable expenses incurred by them in sending
proxy material to the beneficial owners of the Common Stock. In addition to
solicitation by mail, directors, officers, and employees of the Holding Company
may solicit proxies personally or by telephone without additional compensation.
Each shareholder is urged to complete, date and sign the proxy and return
it promptly in the enclosed envelope.
By Order of the Board of Directors
/s/ Kurt J. Meier
Kurt J. Meier, President
September 1, 2000
<PAGE>
REVOCABLE PROXY HOME FINANCIAL BANCORP
Annual Meeting of Shareholders
October 10, 2000
The undersigned hereby appoints Nancy Logan and Jack Childers, with full
powers of substitution, to act as attorneys and proxies for the undersigned to
vote all shares of common stock of Home Financial Bancorp which the undersigned
is entitled to vote at the Annual Meeting of Shareholders to be held at the
Canyon Inn, Oak Room, McCormicks Creek State Park, State Highway 46, Spencer,
Indiana, on Tuesday, October 10, 2000, at 3:00 p.m., and at any and all
adjournments thereof, as follows:
1. The election as directors of all nominees listed below,
except as marked to the contrary [ ] FOR [ ] VOTE [ ] WITHHELD
INSTRUCTIONS: To withhold authority to vote for any individual nominee, strike a
line through the nominee's name on the list below:
John T. Gillaspy Gary M. Monnett Robert W. Raper
(each for a three-year term)
2. Ratification of the appointment of Olive llp as auditors for the year
ending June 30, 2001. [ ] FOR [ ] AGAINST [ ] ABSTAIN
In their discretion, the proxies are authorized to vote on any other business
that may properly come before the Meeting or any adjournment thereof.
The Board of Directors recommends a vote "FOR" each of the listed propositions.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
<PAGE>
This Proxy may be revoked at any time prior to the voting thereof.
The undersigned acknowledges receipt from Home Financial Bancorp, prior to the
execution of this Proxy, of a Notice of the Meeting, a Proxy Statement and an
Annual Report to Shareholders.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS
PROXY WILL BE VOTED FOR EACH OF THE PROPOSITIONS STATED. IF ANY OTHER BUSINESS
IS PRESENTED AT SUCH MEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED IN THIS
PROXY IN THEIR BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS
OF NO OTHER BUSINESS TO BE PRESENTED AT THE MEETING. _____________, 2000
NUMBER OF SHARES
________________________________________
Signature of Shareholder
________________________________________
Signature of Shareholder
Please sign as your name appears on the
envelope in which this card was mailed.
When signing as attorney, executor,
administrator, trustee or guardian,
please give your full title. If shares
are held jointly, each holder should
sign.
