<PAGE>
<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Subsection 240.14a-11(c)
or Subsection 240.14a-12
ILLINOIS COMMUNITY BANCORP, INC.
- ----------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
ILLINOIS COMMUNITY BANCORP, INC.
- ----------------------------------------------------------------
(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)(1) and 0-11.
1. Title of each class of securities to which
transaction applies:
________________________________________________________________
2. Aggregate number of securities to which transaction
applies:
________________________________________________________________
3. Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule 0-11:
________________________________________________________________
4. Proposed maximum aggregate value of transaction:
________________________________________________________________
[ ] 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.
1. Amount Previously Paid:
____________________________________________
2. Form, Schedule or Registration Statement No.:
____________________________________________
3. Filing Party:
____________________________________________
4. Date Filed:
____________________________________________<PAGE>
<PAGE>
[LETTERHEAD]
October 17, 1997
Dear Stockholder:
We invite you to attend the first annual meeting of
stockholders of Illinois Community Bancorp, Inc. to be held
at the Ramada Inn, Keller Drive, Effingham, Illinois on Tuesday,
November 18, 1997 at 2:00 p.m.
The accompanying notice and proxy statement describe the
formal business to be transacted at the meeting. During the
meeting, we will also report on the operations of the Company's
subsidiary, Illinois Community Bank. Directors and officers of
the Company will be present to respond to any questions the
stockholders may have.
ON BEHALF OF THE BOARD OF DIRECTORS, WE URGE YOU TO SIGN,
DATE AND RETURN THE ACCOMPANYING FORM OF PROXY AS SOON AS
POSSIBLE EVEN IF YOU CURRENTLY PLAN TO ATTEND THE ANNUAL
MEETING. Your vote is important, regardless of the number of
shares you own. This will not prevent you from voting in person
but will assure that your vote is counted if you are unable to
attend the meeting.
Sincerely,
/s/ Douglas A. Pike
Douglas A. Pike
President<PAGE>
<PAGE>
________________________________________________________________
ILLINOIS COMMUNITY BANCORP, INC.
210 E. FAYETTE AVENUE
EFFINGHAM, ILLINOIS 62401-3613
(217) 347-7127
________________________________________________________________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON NOVEMBER 18, 1997
________________________________________________________________
NOTICE IS HEREBY GIVEN that the annual meeting of
stockholders (the "Annual Meeting") of Illinois Community
Bancorp, Inc. (the "Company") will be held at the Ramada Inn,
Keller Drive, Effingham, Illinois on Tuesday, November 18, 1997
at 2:00 p.m.
A Proxy Statement and form of proxy for the Annual Meeting
accompany this notice.
The Annual Meeting is for the purpose of considering and
acting upon:
1. The election of three directors of the Company;
and
2. The transaction of such other matters as may
properly come before the Annual Meeting or any adjournments
thereof.
The Board of Directors is not aware of any other business
to come before the Annual Meeting.
Any action may be taken on any one of the foregoing
proposals at the Annual Meeting on the date specified
above or on any date or dates to which, by original or later
adjournment, the Annual Meeting may be adjourned.
Stockholders of record at the close of business on October 10,
1997 are the stockholders entitled to vote at the Annual
Meeting and any adjournments thereof.
You are requested to fill in and sign the accompanying form
of proxy which is solicited by the Board of Directors and to
mail it promptly in the accompanying envelope. The proxy will
not be used if you attend and vote at the Annual Meeting in
person.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Ronald R. Schettler
RONALD R. SCHETTLER
SECRETARY
Effingham, Illinois
October 17, 1997
_______________________________________________________________
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE
COMPANY THE EXPENSE OF FURTHER REQUESTS FOR PROXIES IN ORDER TO
ENSURE A QUORUM. THE ACCOMPANYING FORM OF PROXY IS ACCOMPANIED
BY A SELF-ADDRESSED ENVELOPE FOR YOUR CONVENIENCE. NO POSTAGE
IS REQUIRED IF MAILED IN THE UNITED STATES.
________________________________________________________________
<PAGE>
<PAGE>
________________________________________________________________
PROXY STATEMENT
OF
ILLINOIS COMMUNITY BANCORP, INC.
210 E. FAYETTE AVENUE
EFFINGHAM, ILLINOIS 62401-3613
________________________________________________________________
ANNUAL MEETING OF STOCKHOLDERS
November 18, 1997
________________________________________________________________
________________________________________________________________
GENERAL
________________________________________________________________
This proxy statement is furnished in connection with the
solicitation of proxies by the Board of Directors of Illinois
Community Bancorp, Inc. (the "Company") to be used at the annual
meeting of stockholders (the "Annual Meeting") which will be
held at the Ramada Inn, Keller Drive, Effingham, Illinois on
Tuesday, November 18, 1997 at 2:00 p.m. This proxy statement
and the accompanying notice and form of proxy are being first
mailed to stockholders on or about October 17, 1997.
________________________________________________________________
VOTING AND REVOCABILITY OF PROXIES
________________________________________________________________
Stockholders who execute proxies retain the right to revoke
them at any time prior to exercise. Unless so revoked, the
shares represented by properly executed proxies will be voted at
the Annual Meeting and all adjournments thereof. Proxies may be
revoked at any time prior to exercise by written notice to
Ronald R. Schettler, Secretary of the Company, at the address
shown above, by filing a properly-executed, later-dated proxy
prior to a vote being taken on a particular proposal at the
Annual Meeting or by attending the Annual Meeting and voting in
person. The presence of a stockholder at the Annual Meeting
will not revoke such stockholder's proxy.
Proxies solicited by the Board of Directors of the Company
will be voted in accordance with the directions given therein.
WHERE NO INSTRUCTIONS ARE INDICATED, PROXIES WILL BE VOTED FOR
THE NOMINEES FOR DIRECTORS SET FORTH BELOW AND IN FAVOR OF EACH
OF THE OTHER PROPOSALS SET FORTH IN THIS PROXY STATEMENT FOR
CONSIDERATION AT THE ANNUAL MEETING. The proxy confers
discretionary authority on the persons named therein to vote
with respect to the election of any person as a director where
the nominee is unable to serve or for good cause will not serve,
and matters incident to the conduct of the Annual Meeting. If
any other business is presented at the Annual Meeting, proxies
will be voted by those named therein in accordance with the
determination of a majority of the Board of Directors. Proxies
marked as abstentions will not be counted as votes cast. In
addition, shares held in street name which have been designated
by brokers on proxies as not voted ("broker no votes") will not
be counted as votes cast. Proxies marked as abstentions or as
broker no votes, however, will be treated as shares present for
purposes of determining whether a quorum is present.
________________________________________________________________
RECENT EVENTS
________________________________________________________________
On April 21, 1997, the Company's subsidiary, formerly
Illinois Guarantee Savings Bank, FSB, converted to an
Illinois-chartered commercial bank (the "Charter Conversion")
and changed its name to Illinois Community Bank (the "Bank").
In connection with the Charter Conversion, the Bank intends to
increase its portfolio of consumer and commercial loans over
time. For more information, reference is made to the Annual
Report to Stockholders which accompanies this Proxy Statement.
-1-
<PAGE>
<PAGE>
________________________________________________________________
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
________________________________________________________________
Stockholders of record as of the close of business on
October 10, 1997 (the "Record Date"), are entitled to one
vote for each share then held. As of the Record Date, the
Company had 502,550 shares of Common Stock, issued and
outstanding.
Persons and groups owning in excess of 5% of the Company's
Common Stock are required to file certain reports regarding such
ownership pursuant to the Securities Exchange Act of 1934, as
amended. Based upon such reports, management knows of no person
or entity, other than those disclosed below, who owned more than
5% of the Company's Common Stock at the Record Date. The
following table sets forth, as of the Record Date, the shares of
Company Common Stock beneficially owned by such persons and
entity and by all officers and directors of the Company as a
group.
<TABLE>
<CAPTION>
AMOUNT AND PERCENT OF
NATURE OF SHARES OF
NAME AND ADDRESS BENEFICIAL COMMON STOCK
OF BENEFICIAL OWNERS OWNERSHIP(1) OUTSTANDING
- -------------------- ------------ ------------
<S> <C> <C>
Illinois Community Bank 40,204 (2) 8.0%
Employee Stock Ownership Plan
210 E. Fayette Avenue
Effingham, Illinois 62401-3613
Gerald E. Ludwig 47,222 (3) 9.39%
210 East Fayette Avenue
Effingham, Illinois 62401
All Officers and Directors 103,395 (4) 20.28%
as a Group (11 Persons)
<FN>
_____________
(1) In accordance with Rule 13d-3 under the Exchange Act, a person is deemed
to be the beneficial owner, for purposes of this table, of any shares of
Common Stock if he or she has or shares voting or investment power with
respect to such Common Stock or has a right to acquire beneficial
ownership at any time within 60 days from the Record Date. As used
herein, "voting power" is the power to vote or direct the voting of shares
and "investment power" is the power to dispose or direct the disposition
of shares. Except as otherwise noted, ownership is direct, and the named
individuals and group exercise sole voting and investment power over the
shares of the Common Stock. The Company's directors and executive
officers and persons who own more than ten percent of the Common Stock,
are required to report their ownership and changes in ownership of the
Common Stock with the Company.
(2) Shares owned by the Employee Stock Ownership Plan ("ESOP") are held in a
suspense account for allocation among participants on the basis of
compensation as the loan is repaid. Of the 40,204 shares held by the
ESOP, 4,020 shares had been allocated as of June 30, 1997. The ESOP
Committee as appointed by the Board of Directors, consists of Directors
Ludwig, Garbe and Sehy. Directors Ludwig, Garbe and Sehy, none of whom
are full-time employees of the Bank, serve as the ESOP Trustees. The ESOP
Trustees must vote all allocated shares held in the ESOP in accordance
with the instructions of the participating employees. Allocated shares
for which employees do not give instructions and unallocated shares are
voted by the ESOP Trustees in the same proportion as participants vote
allocated stock; provided that, in the absence of any voting direction as
to allocated stock, the Bank's Board of Directors shall direct the
Trustees as to the voting of all shares of unallocated stock and in the
absence of such direction from the Board Directors, the Trustees shall
have sole discretion as to the voting of such shares.
(3) Includes 503 shares which maybe acquired by Mr. Ludwig pursuant to the
exercise of stock options which are exercisable within 60 days of the
Record Date.
(4) Includes certain shares of Common Stock owned by businesses in which the
director is an officer or major stockholder, or by spouses, or as a
custodian or trustee for minor children, over which shares the named
individual or all officers and directors as a group effectively exercise
sole voting and investment power. Includes an aggregate of 7,238 shares
which may be acquired pursuant to the exercise of stock options
exercisable within 60 days of the Record Date.
</FN>
</TABLE>
-2-<PAGE>
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth, as of the Record Date, the beneficial
ownership of the Common Stock by each of the Company's directors and nominees,
the sole executive officer named in the Summary Compensation Table and by all
directors and executive officers as a group.
<TABLE>
<CAPTION>
AMOUNT AND PERCENT OF
NATURE OF SHARES OF
NAME AND ADDRESS BENEFICIAL COMMON STOCK
OF BENEFICIAL OWNERS(1) OWNERSHIP(2) OUTSTANDING
- -------------------- ------------ ------------
<S> <C> <C>
Garrett M. Andes, II 24,251 4.86%
Ernest E. Garbe 4,750 .94
Milton Hinkle 6,361 1.27
Scott R. Kabbes 1,201 .24
Gerald E. Ludwig 47,222 9.39
Douglas A. Pike 3,412 .68
Frederick C. Schaefer 1,703 .34
Ronald R. Schettler 5,809 1.15
Michael F. Sehy 8,084 1.61
All Executive Officers and Directors
as a Group (11 persons) 103,395 20.28
<FN>
_____________
(1) The persons listed in this table all have the same address as the Company.
(2) For the definition of beneficial ownership, see footnote 1 to the table in
"Voting Securities and Principal Holders Thereof." Unless otherwise
indicated, ownership is direct and the named individual exercises sole
voting and investment power over the shares listed as beneficially owned
by such person. For each of the persons noted above, includes shares
which may be acquired pursuant to the exercise of stock options, which are
exercisable within 60 days of the Record Date, as follows: Mr. Andes-201
shares; Mr. Garbe-503 shares; Mr. Hinkle-201 shares; Mr. Kabbes-201
shares; Mr. Ludwig-503 shares; Mr. Pike-2,412 shares; Mr. Schafer-503
shares; Mr. Schettler-1,809 shares; Mr. Sehy-503 shares; and all executive
officers and directors as a group-7,238 shares. Does not include the
shares held by the ESOP Trust. For more information, see "Voting
Securities and Principal Holders Thereof -- Footnotes (2) and (3)" above.
</FN>
</TABLE>
_________________________________________________________________
PROPOSAL I -- ELECTION OF DIRECTORS
_________________________________________________________________
GENERAL
The Company's Articles of Incorporation require that
directors be divided into three classes, as nearly equal in
number as possible, with approximately one-third of the directors
elected each year. At the Annual Meeting, three directors will
be elected for a term expiring at the 2000 Annual Meeting. The
Board of Directors has nominated Gerald E. Ludwig, Milton Hinkle
and Michael F. Sehy to serve as directors for a three-year
period.
It is intended that the persons named in the proxies
solicited by the Board of Directors will vote for the election
of the named nominees. If any nominee is unable to serve, the
shares represented by all valid proxies will be voted for
the election of such substitute as the Board of Directors may
recommend or the size of the Board may be reduced to eliminate
the vacancy. At this time, the Board knows of no reason why any
nominee might be unavailable to serve.
-3-<PAGE>
<PAGE>
The following table sets forth, for each nominee for director
and continuing director of the Company, his age, the year he
first became a director of the Bank, which is the Company's
principal operating subsidiary, and the expiration of his term as
a director. All such persons were appointed as directors of the
Company in 1996 in connection with the incorporation and
organization of the Company. Each director of the Company also
is a member of the Board of Directors of the Bank.
<TABLE>
<CAPTION>
YEAR FIRST CURRENT
ELECTED AS TERM
AGE AT DIRECTOR OF TO
NAME JUNE 30, 1996 THE BANK EXPIRE
- ---- ------------- ------------ ---------
<S> <C> <C> <C>
BOARD NOMINEE FOR TERM TO EXPIRE IN 1998
Gerald E. Ludwig 51 1988 1997
Milton Hinkle 70 1994 1997
Michael F. Sehy 58 1987 1997
DIRECTORS CONTINUING IN OFFICE
Frederick C. Schaefer 61 1988 1998
Douglas A. Pike 37 1995 1998
Ronald R. Schettler 54 1996 1998
Garrett M. Andes, II 40 1994 1999
Ernest E. Garbe 66 1990 1999
Scott R. Kabbes 37 1996 1999
</TABLE>
Set forth below is information concerning the Company's
directors for at least the past five years, unless otherwise
stated.
GERALD E. LUDWIG is owner of Ludwig Medical, Inc., a
manufacturer of plastic disposable medical devices. Mr. Ludwig
was elected Chairman of the Board of the Bank on April 18, 1995.
Mr. Ludwig also currently serves as Chairman of the Board of the
Company.
MILTON HINKLE is a retired masonry contractor. He is a
member of the Sacred Heart Catholic Church. He is the
father-in-law of President and Director, Douglas A. Pike.
MICHAEL F. SEHY is a self employed optometrist. He currently
serves on the Effingham Park District Commission, and is a member
of the Effingham Rotary Club and is a director of the Eastern
Illinois Optometric Society.
FREDERICK C. SCHAEFER is a ticket agent for Greyhound, a
position he has held since 1990. From 1958 until his retirement
in 1988, Mr. Schaefer served as an Illinois State Trooper. He is
currently a member of the Knights of Columbus and the Fraternal
Order of Police. He is a Senior Vice Commander of the American
Legion. He also is a member of the 40 & 8 Club.
DOUGLAS A. PIKE has been in the financial industry for more
than 13 years and joined the Bank in February 1995 as Vice
President of Lending. Mr. Pike was appointed President of the
Bank on June 20, 1995, and also has recently been appointed the
Chief Executive Officer of the Bank. Mr. Pike currently serves
as President and Chief Executive Officer of the Company. Prior
to joining the Bank, he served as Loan Officer of the Effingham
State Bank, and prior to that, as consumer loan officer of First
National Bank of Effingham, both in Effingham Illinois. Mr. Pike
is a Commissioner of the Effingham City Council, and a Director
of the Effingham County Community Development
-4-<PAGE>
<PAGE>
Corporation. He is the son-in-law of Director Milton Hinkle.
Mr. Pike is a member of the local Benevolent Order of Elks, a
member of St. Anthony Parish, and the Effingham Knights of
Columbus.
RONALD R. SCHETTLER has been in the banking industry for more
than 31 years, and currently serves as Senior Vice President of
the Bank in charge of administration and investments, a position
he has held since joining the Bank in June 1995. Mr. Schettler
also serves as secretary to both the Bank and the Company. Prior
to June 1995, Mr. Schettler was Vice President of Effingham State
Bank in Effingham, Illinois. He is a member of the United
Methodist Church, the Scottish Rite, the Effingham Chamber of
Commerce, the Master Masons, the Effingham Shrine Club,
member of the Effingham Rotary Club and the Benevolent Order of
Elks.
GARRETT M. ANDES, II is the owner of a pharmacy in Effingham,
Illinois. He currently serves as President Elect of the Kiwanis,
Past President of the Sacred heart Booster Club, and is a member
of the Sacred Heart Building Commerce.
ERNEST E. GARBE was a self-employed farmer until his
retirement in 1995. He currently serves on the Boards of
Directors of the National Lutheran Church-Missouri Synod, Inc.,
the South Central Regional Planning Commission and the Dieterich
Community Development Corporation. Mr. Garbe is also a charter
member of the Dieterich Community Ruritan Club and a member of
the Private Industry Council of 14 County S.D.A. 23.
SCOTT R. KABBES is founder and President of Eaglesoft, a part
of the Patterson Dental Company. Prior to Eaglesoft, Mr. Kabbes
spent 11 years with PSI, a veterinary software company that was
acquired by Colgate Palmolive in 1989. Mr. Kabbes is a member of
St. Anthony Parish, the Knights of Columbus, the City of
Effingham Industrial Commission and serves as Secretary of the
Unit #40 Board of Education.
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
The following table sets forth information regarding the
executive officers of the Company who do not serve on the Board
of Directors.
<TABLE>
<CAPTION>
AGE AT
JUNE 30,
NAME 1996 TITLE
- --------- --------- ------
<S> <C> <C>
John H. Leonard 44 Senior Vice
President, Chief
Credit Officer
Donnie U. Dueker 34 Vice President, Trust
Officer
</TABLE>
JOHN H. LEONARD has been in the financial institutions
industry for more than 22 years and currently serves
as Senior Vice President and Chief Credit Officer of the Bank, a
position he has held since May 1996. Prior to that time,
Mr. Leonard was Assistant Vice President/Commercial Loan Officer
of Citizens Bank of Illinois in Effingham, Illinois.
He is a director for the Effingham Chamber of Commerce and a
director for the Effingham Family YMCA and a
member of the Effingham Rotary Club.
DONNIE U. DUEKER has been in the financial institution
industry for more than 8 years and currently serves as Vice
President and Trust Officer of the Bank, while also serving as a
General Securities Representative for the Bank and Primevest
Financial Services, Inc. Prior to working for the Bank, Mr.
Dueker was Assistant Vice President and Trust Officer of Citizens
Trust Company in Effingham, Illinois. He is a member of the
Presbyterian Church and served as Secretary and Treasurer as a
member of the Effingham County United Way Board of Directors.
-5-
<PAGE>
<PAGE>
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors conducts its business through meetings
of the Board and its committees. Regular meetings of the Board
of Directors are held on a monthly basis. The Board of Directors
held 12 regular meetings during the fiscal year ended June 30,
1997. No director attended fewer than 75% of the meetings of the
Board of Directors and committees on which such director served
during this period.
The Board's Audit Committee consists of all non-employee
directors and meets as needed to review the Bank's annual audit.
The Audit Committee met three times during fiscal 1997.
The Board's Lending Committee consists of various members of
the Board on a rotating basis, and meets as needed to approve new
loans. The Lending Committee met 14 times during fiscal 1997.
The Company's full Board will act as a nominating committee
for selecting the management nominees for election as directors
in accordance with the Company's Bylaws. The Board of Directors
does not have an Executive Committee, as the full Board meets
sufficiently often to conduct Bank and Company business.
EXECUTIVE COMPENSATION
The following table sets forth the cash and noncash
compensation for fiscal 1997 awarded to or earned by the
Company's Chief Executive Officer. No executive officer of the
Company earned salary and bonus in fiscal 1997 exceeding $100,000
for services rendered in all capacities to the Company.
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
NAME AND -------------------------------
PRINCIPAL FISCAL OTHER ANNUAL LONG-TERM ALL OTHER
POSITION YEAR SALARY BONUS COMPENSATION(1) COMPENSATION COMPENSATION
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Douglas A. Pike (2) 1997 $57,000 $ -- $ -- $ -- $ --
President 1996 42,345 -- -- -- 6,000 (3)
1995 13,919 -- -- -- --
<FN>
_______________
(1) Executive officers of the Company receive indirect compensation in the form of certain
perquisites and other personal benefits. The amount of such benefits received by the named
executive officer in fiscal 1997, 1996 or 1995 did not exceed 10% of the named executive
officer's salary during each of the three years.
(2) Although Gerald E. Ludwig previously held the title of Chief Executive Officer of the
Company, Mr. Ludwig was only paid Director's fees in his capacity as a Director of the
Company and Bank during fiscal 1996 and 1995. Douglas A. Pike, President and now Chief
Executive Officer of the Company, now performs and then performed the duties commensurate
with the title of Chief Executive Officer during fiscal 1996 and 1995 and is therefore
listed above. Since fiscal 1997, however, Douglas A. Pike has been the Chief Executive
Officer of the Company and the Bank.
(3) Includes Directors' fees.
</FN>
</TABLE>
EMPLOYMENT AGREEMENT. In January, 1997, the Bank renewed its
employment agreement (the "Employment Agreement") with Douglas A.
Pike, President of the Bank ("Executive"). In such capacity,
such Executive is responsible for overseeing all operations of
the Bank, and for implementing the policies adopted by the Board
of Directors. The Board believes that the Employment Agreement
assures fair treatment of the Executive in relation to his career
with the Company and the Bank by assuring him some financial
security.
The Employment Agreement provides for a term of three years,
with a current annual base salary of $57,000 from the Bank. On
each annual anniversary date from the effective date of the
Employment Agreement, the Executive's term of employment under
the Employment Agreement will be extended for an additional
one-year period beyond the then effective expiration date, upon a
determination by the Board of Directors that the performance of
the Executive has met the Board's required performance standards
and that such Employment Agreement should be extended. The
Employment Agreement provides the Executive with a salary review
by the Board of Directors not less often than
-6-
<PAGE>
<PAGE>
annually, as well as with inclusion in any discretionary bonus
plans, retirement and medical plans, customary fringe benefits,
vacation and sick leave. The Employment Agreement will terminate
upon the Executive's death and may terminate due to the
Executive's disability. The Employment Agreement is also
terminable for "just cause" as defined in the Employment
Agreement. In the event of termination for just cause, no
severance benefits are available. If the Bank terminates the
Executive without just cause, the Executive will be entitled to a
continuation of his salary and benefits from the date of
termination through the remaining term of the Employment
Agreement, plus an additional 12-month period, and, at the
Executive's election, either cash in an amount equal to the cost
to the Executive of obtaining health, life, disability, and other
benefits which the Executive would have been eligible to
participate in through the Employment Agreement's expiration date
or continued participation in such benefit plans through the
agreement's expiration date, provided the Executive continued to
qualify for participation therein. If the Employment Agreement
is terminated due to the Executive's "disability" (as defined in
the Employment Agreement), the Executive will be entitled to a
continuation of his salary and benefits for up to 180 days
following such termination. In the event of the Executive's
death during the term of the Employment Agreement, his estate
will be entitled to receive his salary through the last day of
the calendar month in which the Executive's death occurred. The
Executive is able to voluntarily terminate his Employment
Agreement by providing 90 days' written notice to the Board of
Directors of the Bank, in which case the Executive is entitled to
receive only his compensation, vested rights and benefits up to
the date of termination.
The Employment Agreement contains provisions stating that in
the event of the Executive's involuntary termination of
employment in connection with, or within one year after, any
change in control of the Bank, other than for "just cause," the
Executive will be paid a lump sum payment within 10 days of such
termination an amount equal to the difference between (i) 2.99
times his "base amount," as defined in Section 280G(b)(3) of the
Internal Revenue Code of 1986, as amended (the "Code'), and (ii)
the sum of any other parachute payments, as defined under Section
280G(b)(2) of the Code, that the Executive receives on account of
the change in control. "Control" generally refers to the
acquisition, by any person or entity, of the ownership or power
to vote more than 25% of the Bank's voting stock, the control of
the election of a majority of the Bank's directors, or the
exercise of a controlling influence over the management or
policies of the Bank. In addition, under the Employment
Agreement, a change in control occurs when, during any
consecutive two-year period, directors of the Bank at the
beginning of such period cease to constitute at least a majority
of the Board of Directors of the Bank, unless the election of
such replacement directors was approved by at least a majority
vote of the initial directors then in office. The same amount
would be paid (i) in the event of an Executive's voluntary
termination of employment within 12 months following a change in
control, or (ii) in the event of the Executive's voluntary
termination of employment within one year following a change in
control, upon the occurrence, or within 90 days thereafter, of
certain specified events following the change in control, which
have not been consented to in writing by the Executive, including
(i) the requirement that the Executive to perform his principal
executive functions more than 30 miles from the Bank's primary
office, (ii) a material reduction in the Executive's base
compensation as in effect on the date of the change in control,
(iii) the failure of the Bank to continue to provide the
Executive with compensation and benefits, including material
vacation, fringe benefits, stock option and retirement plans,
(iv) the assignment to the Executive of duties and
responsibilities which are materially different from those
normally associated with his position with the Bank, (v) a
material reduction in the Executive's authority and
responsibilities, and (vi) the failure to elect or re-elect the
Executive to the Bank's Board of Directors, if he is serving
on the Board upon the date of the change in control, or (vii) a
material reduction in administrative support for the Executive.
Further, the Employment Agreement provides that within five
business days of a change in control, the Bank shall fund, or
cause to be funded, a trust in the amount of 2.99 times the
Executive's base amount, that will be used to pay the Executive
amounts owed to him upon termination, other than for just cause,
within one year of the change in control. The aggregate payments
that would be made to Mr. Pike, assuming that termination of
employment under the foregoing circumstances and based on Mr.
Pike's salary through the year ended June 30, 1997, would have
been approximately $171,000. In the event that the Executive
prevails over the Bank in a legal dispute as to the Employment
Agreement, he will be reimbursed for his legal and other
expenses.
-7-<PAGE>
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
The following table contains information concerning the
grants of stock options under the Illinois Community Bancorp,
Inc. 1996 Stock Option and Incentive Plan (the "Option Plan") to
the Company's Chief Executive Officer. No executive officer of
the Company received a total salary and bonus in fiscal year 1997
that exceeded $100,000 for services rendered in all capacities to
the Company and its subsidiaries.
<TABLE>
<CAPTION>
Individual Grants
------------------------------------------------------------
Number of % of Total
Securities Options
Underlying Granted to
Options Employees in Exercise Expiration
Name Granted (1) Fiscal Year Price(1) Date
- ---- --------------- ------------- --------- -----------
<S> <C> <C> <C> <C>
Douglas A. Pike 12,050 24% $12.50 07/23/06
<FN>
____________
(1) Exercise price is the market price of the Common Stock of $12.00 as of the date
of grant.
</FN>
</TABLE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL
YEAR-END OPTION VALUES
The following table sets forth the 1997 fiscal year-end
value of unexercised in-the-money options held by the Company's
Chief Executive Officer. No options were exercised during
fiscal 1997.
<TABLE>
<CAPTION>
Value of Securities
Number of Securities Underlying Unexercised
Underlying Unexercised In-the-Money
Options at FY-End (1) Options at FY-End (1)
Shares Acquired Value -------------------------- ---------------------------
Name on Exercise(#) Realized($) Exercisable Unexercisable Exercisable Unexercisable
- ---- --------------- ---------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Douglas A. Pike -- $ -- 2,412 9,648 $ 4,221 $ 16,884
<FN>
____________
(1) Consists of options granted under the Option Plan. Value
represents the difference between the exercise price of
$12.00 (the market price of the Common Stock as of the date
of grant) and the market price of $13.75 per share as of
October 10, 1997.
</FN>
</TABLE>
DIRECTOR COMPENSATION
DIRECTORS' FEES. The Company's Board of Directors receive
fees of $500 per month, and were paid total fees of $41,000
during fiscal 1997, of which $25,000 were deferred.
DIRECTOR RETIREMENT PLAN. On September 27, 1996, the Company
assumed the obligations of the Illinois Community Bank Retirement
Plan for Non-employee Directors, which was adopted by the Bank's
Board of Directors, effective January 1, 1995. This plan has
subsequently been renamed the Illinois Community Bancorp, Inc.
Retirement Plan for Non-employee Directors (the "Directors'
Plan"). Under the Directors' Plan, each director will receive
monthly benefits for the ten-year period following termination of
service on the Board, in an amount equal to the product of his
"Benefit Percentage", his "Vested Percentage" and $500. A
participant's "Benefit Percentage" is based on his overall
years of service on the Board of Directors of the Company, and
increases in increments of 5% for each full year of service, to
100% for 20 or more years of service. A participant's "Vested
Percentage" is based on years of service after January 1, 1995,
and increases from 33 1/3% for less than one year of service, to
66 2/3% for one year of service, to 100% for two or more years of
service. A participant's Vested Percentage accelerates to 100%
if his service terminates due to death or disability. In the
event of a "change in control" (as such term is defined in the
Directors' Plan), the
-8-
<PAGE>
<PAGE>
participant's Vested Percentage becomes 100% regardless of his
years of service (provided the director is then serving on the
Board), and his benefit becomes immediately payable. This
provision may have the effect of deferring a hostile change in
control by increasing the costs of acquiring control. If a
participant dies, his surviving spouse will receive an amount
equal to 50% of the benefits that would have been paid to the
participant under the Directors' Plan if the participant (i) had
survived to collect the full benefits payable for retirement, and
(ii) had a Vested Percentage equal to 100%, but only if the
participant had not both terminated service on the Board of
Directors prior to his death, and then had a Vested Percentage
below 100%. The Company will pay benefits from its general
assets, and expects to establish a trust in order to hold assets
with which to pay benefits. Trust assets will be subject to the
claims of the Company's general creditors.
TRANSACTIONS WITH MANAGEMENT
From time to time the Bank makes mortgage or other loans to
its directors, officers and other employees. Under the Financial
Institutions Reform, Recovery, and Enforcement Act of 1989
("FIRREA"), loans to the Bank's directors and executive officers
are required to be made on terms substantially the same as those
offered in comparable transactions to other persons.
Furthermore, FIRREA generally prohibits loans above the greater
of $25,000 or 5.0% of the Bank's capital and surplus (up to
$500,000) to directors and officers and their affiliates, unless
such loans are approved in advance by a disinterested majority of
the board of directors. As a matter of policy, loans to
directors and officers of the Bank, as well as other affiliated
persons or entities, currently are made in the ordinary course of
business and on substantially the same terms, including interest
rates and collateral, as those prevailing at the time for
comparable transactions with other persons, do not involve more
than the normal risk of collectability or present other
unfavorable features, and are approved by the Board of Directors.
________________________________________________________________
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
________________________________________________________________
Larsson Woodyard & Henson, which was the Company's
independent certified public accounting firm for the 1997 fiscal
year, has been retained by the Board of Directors to be the
Company's auditors for the 1998 fiscal year. A representative of
Larsson Woodyard & Henson is expected to be present at the Annual
Meeting and will have the opportunity to make a statement if he
or she so desires.
________________________________________________________________
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
________________________________________________________________
Pursuant to regulations promulgated under the Securities
Exchange Act of 1934, as amended, the Corporation's officers,
directors and persons who own more than 10 percent of the
outstanding Common Stock ("Insiders") are required to file
reports detailing their ownership and changes of ownership in
such Common Stock, and to furnish the Corporation with copies of
all such reports. Based solely on the Company's review of
ownership reports received prior to the Record Date, or written
representations from reporting persons that no annual report of
change in beneficial ownership is required, the Company believes
that all directors, executive officers and stockholders owning in
excess of ten percent of the Common Stock have complied with the
reporting requirements for the 1997 fiscal year.
<PAGE>
________________________________________________________________
OTHER MATTERS
________________________________________________________________
The Board of Directors is not aware of any business to come
before the Annual Meeting other than those matters described
above in this proxy statement and matters incident to the conduct
of the Annual Meeting. However, if any other matters should
properly come before the Annual Meeting, it is intended that
proxies in the accompanying form will be voted in respect thereof
in accordance with the determination of a majority of the Board
of Directors.
-9-
<PAGE>
<PAGE>
________________________________________________________________
MISCELLANEOUS
________________________________________________________________
The cost of soliciting proxies will be borne by the Company.
The Company will reimburse brokerage firms and other custodians,
nominees and fiduciaries for reasonable expenses incurred by them
in sending proxy materials to the beneficial owners of Common
Stock. In addition to solicitations by mail, directors, officers
and regular employees of the Company may solicit proxies
personally or by telegraph or telephone without additional
compensation.
The Company's 1997 Annual Report to Stockholders, including
financial statements, is being mailed to all stockholders of
record as of the close of business on the Record Date. Any
stockholder who has not received a copy of such Annual Report may
obtain a copy by writing to the Secretary of the Company. Such
Annual Report is not to be treated as a part of the proxy
solicitation material or as having been incorporated herein by
reference.
________________________________________________________________
STOCKHOLDER PROPOSALS
________________________________________________________________
In order to be eligible for inclusion in the Company's proxy
materials for next year's Annual Meeting of Stockholders, any
stockholder proposal to take action at such meeting must be
received at the Company's main office at 210 E. Fayette Avenue,
Effingham, Illinois 62401-3613, no later than June 23, 1998. Any
such proposal shall be subject to the requirements of the proxy
rules adopted under the Exchange Act.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Ronald R. Schettler
RONALD R. SCHETTLER
SECRETARY
Effingham, Illinois
October 17, 1997
________________________________________________________________
ANNUAL REPORT ON FORM 10-KSB
________________________________________________________________
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB FOR
THE FISCAL YEAR ENDED JUNE 30, 1997 AS FILED WITH THE SECURITIES
EXCHANGE COMMISSION WILL BE FURNISHED WITHOUT CHARGE TO EACH
STOCKHOLDER AS OF THE RECORD DATE UPON WRITTEN REQUEST TO
CORPORATE SECRETARY, ILLINOIS COMMUNITY BANCORP, INC., 210 E.
FAYETTE AVENUE, EFFINGHAM, ILLINOIS 62401-3613.
________________________________________________________________
-10-
<PAGE>
<PAGE>
REVOCABLE PROXY
________________________________________________________________
ILLINOIS COMMUNITY BANCORP, INC.
Effingham, Illinois
________________________________________________________________
ANNUAL MEETING OF STOCKHOLDERS
NOVEMBER 18, 1997
The undersigned hereby appoints Douglas A. Pike and Ernest
E. Garbe, with full powers of substitution, to act as proxies for
the undersigned, to vote all shares of Common Stock of Illinois
Community Bancorp, Inc. (the "Company") which the undersigned is
entitled to vote at the Annual Meeting of Stockholders, to be
held at the Ramada Inn, Keller Drive, Effingham, Illinois on
Tuesday, November 18, 1997 at 2:00 p.m., and at any and all
adjournments thereof, as follows:
VOTE
FOR WITHHELD
--- --------
1. The election as directors of all
nominees listed below (except as
marked to the contrary below). [ ] [ ]
Gerald E. Ludwig
Milton Hinkle
Michael F. Sehy
INSTRUCTION: TO WITHHOLD YOUR VOTE FOR
ANY INDIVIDUAL NOMINEE, INSERT THAT
NOMINEE'S NAME ON THE LINE PROVIDED BELOW.
_________________________
The Board of Directors recommends a vote "FOR" the listed
proposition.
________________________________________________________________
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE
SPECIFIED, THIS PROXY WILL BE VOTED THE PROPOSITION STATED. IF
ANY OTHER BUSINESS IS PRESENTED AT THE ANNUAL MEETING, THIS PROXY
WILL BE VOTED BY THOSE NAMED IN THIS PROXY IN ACCORDANCE WITH THE
DETERMINATION OF A MAJORITY OF THE BOARD OF DIRECTORS. AT THE
PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO OTHER BUSINESS
TO BE PRESENTED AT THE ANNUAL MEETING. THIS PROXY CONFERS
DISCRETIONARY AUTHORITY ON THE HOLDERS THEREOF TO VOTE WITH
RESPECT TO THE ELECTION OF ANY PERSON AS DIRECTOR WHERE THE
NOMINEE IS UNABLE TO SERVE OR FOR GOOD CAUSE WILL NOT SERVE AND
MATTERS INCIDENT TO THE CONDUCT OF THE ANNUAL MEETING.
________________________________________________________________
<PAGE>
<PAGE>
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Should the undersigned be present and elect to vote at the
Annual Meeting or at any adjournment thereof and after
notification to the Secretary of the Company at the Annual
Meeting of the stockholder's decision to terminate this
proxy, then the power of said attorneys and proxies shall be
deemed terminated and of no further force and effect.
The undersigned acknowledges receipt from the Company
prior to the execution of this proxy of notice of the annual
meeting, a Proxy Statement dated October 17, 1997 and an Annual
Report to Stockholders.
Dated: _________________, 1997
_____________________________ _____________________________
PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER
_____________________________ _____________________________
SIGNATURE OF STOCKHOLDER SIGNATURE OF STOCKHOLDER
Please sign exactly as your name appears on the envelope
in which this form of proxy 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.
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY
IN THE ACCOMPANYING POSTAGE-PREPAID ENVELOPE.
