SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
[ X ] Filed by the registrant
[ ] Filed by a party other than the registrant
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 ss. 240.14a-11(c) or ss. 240.14a-12
HOMESTEAD BANCORP, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
<PAGE>
HOMESTEAD BANCORP, INC.
195 North Sixth Street
Ponchatoula, Louisiana 70454
(504) 386-3379
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on April 12, 2000
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders ("Annual
Meeting") of Homestead Bancorp, Inc. (the "Company") will be held at the
Company's office located at 195 North Sixth Street, Ponchatoula, Louisiana 70454
on Wednesday, April 12, 2000 at 10:00 a.m., Central Time, for the following
purposes, all of which are more completely set forth in the accompanying Proxy
Statement:
(1) To elect three directors for terms of three years or until
their successors have been elected and qualified;
(2) To amend the 1999 Stock Option Plan and the 1999 Recognition
and Retention Plan and Trust Agreement;
(3) To ratify the appointment of Hannis T. Bourgeois, L.L.P. as
the Company's independent auditors for the year ending
December 31, 2000; and
(4) To transact such other business as may properly come before
the meeting or any adjournment thereof. Except with respect to
procedural matters incident to the conduct of the meeting,
management is not aware of any other such business.
Stockholders of record of the Company as of the close of business on
March 1, 2000 are entitled to notice of and to vote at the Annual Meeting or any
adjournment thereof.
BY ORDER OF THE BOARD OF DIRECTORS
/s/Lawrence C. Caldwell, Jr.,
-----------------------------
Lawrence C. Caldwell, Jr.,
President and Chief Executive Officer
Ponchatoula, Louisiana
March 10, 2000
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YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING. IT IS IMPORTANT THAT
YOUR SHARES BE REPRESENTED REGARDLESS OF THE NUMBER YOU OWN. EVEN IF YOU PLAN TO
BE PRESENT, YOU ARE URGED TO COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY
PROMPTLY IN THE ENVELOPE PROVIDED. IF YOU ATTEND THE MEETING, YOU MAY VOTE
EITHER IN PERSON OR BY PROXY. ANY PROXY GIVEN MAY BE REVOKED BY YOU IN WRITING
OR IN PERSON AT ANY TIME PRIOR TO THE EXERCISE THEREOF.
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<PAGE>
HOMESTEAD BANCORP, INC.
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
April 12, 2000
This Proxy Statement is being furnished to the holders of common stock,
par value $.01 per share ("Common Stock"), of Homestead Bancorp, Inc. (the
"Company"), which acquired all of the common stock of Ponchatoula Homestead
Savings, F.A. (the "Association") in connection with the reorganization of the
Association from the mutual holding company structure to the stock holding
company structure in July 1998 (the "Conversion"). The Association changed its
name to Homestead Bank (the "Bank") effective June 30, 1999. References to the
Bank include the Association.
Proxies are being solicited on behalf of the Board of Directors of the
Company to be used at the Annual Meeting of Stockholders ("Annual Meeting") to
be held at the Company's office located at 195 North Sixth Street, Ponchatoula,
Louisiana 70454 on Wednesday, April 12, 2000 at 10:00 a.m., Central Time, and at
any adjournment thereof for the purposes set forth in the Notice of Annual
Meeting of Stockholders. This Proxy Statement is first being mailed to
stockholders on or about March 10, 2000.
Each proxy solicited hereby, if properly signed and returned to the
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 herein 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 stockholder giving a proxy has the power to revoke it at any time
before it is exercised by (a) filing with the Secretary of the Company written
notice thereof (Barbara B. Theriot, Secretary, Homestead Bancorp, Inc., 195
North Sixth Street, Ponchatoula, Louisiana 70454); (b) submitting a duly
executed proxy bearing a later date; or (c) 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 AND REQUIRED VOTES
Only stockholders of record at the close of business on March 1, 2000
(the "Voting Record Date"") will be entitled to vote at the Annual Meeting. On
the Voting Record Date, there were 1,130,326 shares of Common Stock issued and
outstanding, and the Company had no other class of equity securities
outstanding. Each share of Common Stock outstanding is entitled to one vote at
the Annual Meeting on each matter properly presented at the Annual Meeting.
Directors are elected by a plurality of the votes cast with a quorum
present. A quorum consists of stockholders representing, either in person or by
proxy, a majority of the outstanding Common Stock entitled
1
<PAGE>
to vote at the meeting. Abstentions are considered in determining the presence
of a quorum but will not affect the plurality vote required for the election of
directors. The affirmative vote of the holders of a majority of the total votes
present in person or by proxy is required to ratify the appointment of the
independent auditors. Under rules applicable to broker-dealers, the election of
directors and the ratification of the auditors are considered "discretionary"
items upon which brokerage firms may vote in their discretion on behalf of their
clients if such clients have not furnished voting instructions and for which
there will not be "broker non-votes."
The proposal to amend the 1999 Stock Option Plan (the "Option Plan") and
the 1999 Recognition and Retention Plan and Trust Agreement (the "Recognition
Plan") requires the affirmative vote of the holders of a majority of the total
votes actually cast in person or by proxy at the meeting for approval. Under
rules applicable to broker dealers, this proposal is also a "discretionary" item
upon which brokerage firms may vote in their discretion on behalf of their
clients if such clients have not furnished voting instructions. As a result,
there will not be any "broker non-votes" at the meeting. Abstentions are
considered in determining the presence of a quorum but will not affect the vote
on this proposal.
INFORMATION WITH RESPECT TO NOMINEES FOR DIRECTOR, DIRECTORS
WHOSE TERMS CONTINUE AND EXECUTIVE OFFICERS
Election of Directors
The Bylaws of the Company presently provide that the Board of Directors
shall consist of seven members, and the Articles of Incorporation and Bylaws of
the Company presently provide that the Board of Directors shall 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 or until their successors are
elected and qualified. One class of directors is to be elected annually. There
are no arrangements or understandings between the Company and any person
pursuant to which such person has been elected or nominated as a director, and
no director or nominee for director is related to any other director, nominee
for director or executive officer of the Company by blood, marriage or adoption.
Unless otherwise directed, each proxy executed and returned by a
stockholder will be voted for the election of the nominees for director 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 proxies will nominate and
vote for any replacement nominee or nominees recommended by the Board of
Directors. At this time, the Board of Directors knows of no reason why any of
the nominees listed below may not be able to serve as a director if elected.
2
<PAGE>
<TABLE>
<CAPTION>
Position with the Company and the
Bank and Principal Occupation Director
Name Age(1) During the Past Five Years Since(2)
- -------------------------------------------------------------------------------------------------------------------
Nominees for Term Expiring in 2003
<S> <C> <C> <C>
Lawrence C. Caldwell, Jr. 52 Director, President and Chief Executive 1984
Officer of the Company since February 1998
and of the Bank since January 1994. From
1984 until January 1994, served as Executive
Vice President and Chief Executive Officer
of the Bank. Former Chairman of Louisiana
League of Savings Institutions and
Commissioner on the Louisiana Housing
Finance Agency.
Dennis E. James 40 Director; Audit Partner with Durnin & 1996
James, CPA, Ponchatoula, Louisiana, since
1993.
Allen B. Pierson, Jr. 63 Director; retired attorney; from 1991 to May 1989(3)
1996, a Partner with the law firm of
Matheny and Pierson, Ponchatoula,
Louisiana.
The Board of Directors recommends that you vote FOR the election of the above
nominees for director.
Directors Whose Terms Expire in 2001
John C. Bohning 58 Director; President and manager of 1974
Bohning's Supermarket, Ponchatoula,
Louisiana, since 1961
Milton J. Schanzbach 73 Chairman of the Board; Retired optometrist. 1978
Directors Whose Terms Expire in 2002
Robert H. Gabriel 44 Director; President of Gabriel Bldg. Supply 1996
Co., Inc., Ponchatoula, Louisiana, since 1982
Barbara B. Theriot 55 Director, Secretary and Treasurer of the 1994
Company since February 1998 and of the
Bank since 1984.
</TABLE>
- ------------------
(1) As of December 31, 1999.
(2) Includes service as a director of the Bank.
(3) In addition, Mr. Pierson served as a director of the Bank from 1969 to
1983.
3
<PAGE>
Stockholder Nominations
Article 6.F of the Company's Articles of Incorporation governs
nominations for election to the Board of Directors and requires all such
nominations, other than those made by the Board, to be made at a meeting of
stockholders called for the election of directors, and only by a stockholder who
has complied with the notice provisions in that section. Stockholder nominations
must be made pursuant to timely notice in writing to the Secretary of the
Company. To be timely, a stockholder's notice must be delivered to, or mailed
and received at, the principal executive offices of the Company not later than
120 days prior to the anniversary date of the initial mailing of proxy materials
by the Company in connection with the immediately preceding annual meeting.
Article 6.F also requires the notice of stockholder nominations to provide
certain information.
Board Meetings and Committees
The Board of Directors of the Company met eight times during the year
ended December 31, 1999. Directors of the Company receive no fees from the
Company for attending Board of Directors meetings or committee meetings. The
Board of Directors has an audit committee as described below. The Board of
Directors of the Company does not have any separate executive, compensation or
nominating committees. No director of the Company attended fewer than 75% in the
aggregate of the meetings of the Board of Directors held during 1999 and the
total number of meetings held by all committees of the Board on which he served
during the year.
The Audit Committee reviews the scope and results of the audit performed
by the Company's independent auditors and reviews with management and such
independent auditors the Company's system of internal control and audit. The
Audit Committee also reviews all examination and other reports by federal
banking regulators. The members of the Audit Committee for both the Company and
the Bank are Messrs. Schanzbach (Chairman), Bohning, Gabriel, James and Pierson.
The Audit Committee is the same for the Company and the Bank and met once in
1999.
The full Board of Directors of the Company serves as the Nominating
Committee and met once during 1999 in such capacity. Although the Board of
Directors will consider nominees recommended by stockholders, it has not
actively solicited recommendations from stockholders of the Company. Article 6.F
of the Company's Articles of Incorporation provides certain procedures which
stockholders must follow in making director nominations.
Regular meetings of the Board of Directors of the Bank are held once a
month and special meetings of the Board of Directors are held from time-to-time
as needed. There were 12 meetings of the Board of Directors of the Bank held
during 1999. No director attended fewer than 75% of the total number of meetings
of the Board of Directors of the Bank during 1999 and the total number of
meetings held by all committees of the Board on which the director served during
such year.
The Board of Directors of the Bank has established an Executive
Committee, which is authorized to act with the same authority as the Board of
Directors between meetings of the Board. Currently, the entire Board of
Directors serves as members of this Committee. The Executive Committee met 38
times during 1999.
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<PAGE>
The Board of Directors has established a Compensation Committee to
administer employee benefit plans and to review existing compensation. The
Compensation Committee consists of the five non-employee directors of the Bank
and met once during 1999.
The entire Board of Directors performs the functions of a nominating
committee. Article II, Section 14 of the Bylaws of the Company provides that the
Board of Directors shall act as a nominating committee for selecting the
nominees for election as directors. The Board of Directors, acting in its
capacity as the nominating committee, met once during 1999.
Directors' Compensation
Each director of the Bank receives $500 per month (paid semi-annually)
for service on the Board of Directors and $500 per month (paid semi-annually)
for service on the Bank's Executive Committee. Mr. Schanzbach receives an
additional $300 per month (paid monthly) as Chairman of the Board of Directors
of the Bank.
Executive Officers Who Are Not Directors
The only executive officer of the Company who is not a director is Kelly
Morse, who has been the Comptroller and Chief Financial Officer of the Company
since February 1998 and Comptroller of the Bank since November 1993. Mr. Morse
is 32 years old at December 31, 1999. There are no arrangements or
understandings between the Company and Mr. Morse pursuant to which he was
elected an executive officer of the Company, and he is not related to any
director or officer of the Company by blood, marriage or adoption.
BENEFICIAL OWNERSHIP OF COMMON STOCK
BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table includes, as of the Voting Record Date, certain
information as to the Common Stock beneficially owned by (a) each person or
entity, including any "group" as that term is used in Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended ("1934 Act"), who or which was known
to the Company to be the beneficial owner of more than 5% of the issued and
outstanding Common Stock, (b) the directors of the Company, and (c) all
directors and executive officers of the Company and the Bank as a group.
5
<PAGE>
<TABLE>
<CAPTION>
Common Stock
Beneficially Owned as of
March 1, 2000(1)(2)(3)
--------------------------
<S> <C> <C>
Name of Beneficial Owner Amount %
------------------------ ------ ----
Homestead Bancorp, Inc.
Employee Stock Ownership Plan Trust
195 North Sixth Street
Ponchatoula, Louisiana 70454 89,563(4) 7.9%
David M. Knott
485 Underhill Boulevard, Suite 205
Syosset, New York 11791 104,000(5) 9.2%
Directors:
John C. Bohning 11,577 1.0%
Lawrence C. Caldwell, Jr 56,210(6) 4.9%
Robert H. Gabriel 8,967(7) .8%
Dennis E. James 7,182(8) .6%
Allen B. Pierson, Jr 34,258(9) 3.0%
Milton J. Schanzbach 12,250(10) 1.1%
Barbara B. Theriot 39,398(11) 3.5%
All directors and executive officers of the Company
and the Bank as a group (eight persons) 171,883 15.1%
</TABLE>
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(1) Based upon information furnished by the respective persons. Pursuant to
rules promulgated under the 1934 Act, a person is deemed to beneficially
own shares of Common Stock if he or she directly or indirectly has or
shares (a) voting power, which includes the power to vote or to direct
the voting of the shares; or (b) investment power, which includes the
power to dispose or direct the disposition of the shares. Unless
otherwise indicated, the named beneficial owner has sole voting power and
sole investment power with respect to the indicated shares.
(2) Under applicable regulations, a person is deemed to have beneficial
ownership of any shares of Common Stock which may be acquired within 60
days of the date shown pursuant to the exercise of outstanding stock
options. Shares of Common Stock which are subject to stock options are
deemed to be outstanding for the purpose of computing the percentage of
outstanding Common Stock owned by such person or group but not deemed
outstanding for the purpose of computing the percentage of Common Stock
owned by any other person or group. The amounts set forth in the table
include shares which may be received upon the exercise of stock options
pursuant to the 1996 Stock Incentive Plan within 60 days of the date
shown as follows: for Mrs. Theriot, 3,036 shares; for Mr. Caldwell, 5,310
shares; and for all directors and executive officers as a group, 8,493
shares.
(Footnotes continued on next page)
6
<PAGE>
(3) Includes unvested restricted shares granted pursuant to the Company's two
Management Recognition Plans adopted in 1996 and its 1999 Recognition and
Retention Plan ("MRPs") as follows: for Mrs. Theriot, 12,010 shares; for
Mr. Caldwell, 12,618 shares; for each of Messrs. Bohning, Schanzbach,
James and Pierson, 2,479 shares; for Mr. Gabriel, 2,309 shares; and for
all directors and executive officers as a group, 36,975 shares. While
these restricted shares have not yet vested or been distributed to the
recipient of the grant, the grant recipients are entitled to vote the
restricted shares.
(4) The Homestead Bancorp, Inc. Employee Stock Ownership Plan Trust ("Trust")
was established pursuant to the Homestead Bancorp, Inc. Employee Stock
Ownership Plan ("ESOP") by an agreement between the Company and Messrs.
Caldwell, James and Kelly Morse, who act as trustees of the plan
("Trustees"). As of the Voting Record Date, 76,129 shares of Common Stock
held in the Trust were unallocated and 13,434 shares had been allocated
to the accounts of participating employees. Under the terms of the ESOP,
the Trustees will generally vote the allocated shares held in the ESOP in
accordance with the instructions of the participating employees and will
generally vote unallocated shares held in the ESOP in the same proportion
for and against proposals to stockholders as the ESOP participants and
beneficiaries actually vote shares of Common Stock allocated to their
individual accounts, subject in each case to the fiduciary duties of the
ESOP trustees and applicable law. Any allocated shares which either
abstain on the proposal or are not voted will generally be disregarded in
determining the percentage of stock voted for and against each proposal
by the participants and beneficiaries. The amount of Common Stock
beneficially owned by each individual trustee or all directors and
executive officers as a group does not include the unallocated shares
held by the Trust. The total for all directors and executive officers as
a group includes 998 shares allocated to the ESOP accounts of the three
executive officers. Such amount does not include the December 31, 1999
allocation, as the individual allocations have not yet been determined.
(5) In his Schedule 13G, Mr. Knott claimed sole voting and dispositive power
over 57,700 shares and shared voting and dispositive power with
unspecified persons over the remaining 46,300 shares.
(6) Includes 3,522 shares which are owned jointly with Mr. Caldwell's spouse,
2,000 shares owned by his spouse, 30,073 shares held by the Bank's Profit
Sharing Plan for the account of Mr. Caldwell, and 567 shares allocated to
Mr. Caldwell's ESOP account.
(7) Includes 500 shares held for Mr. Gabriel's children.
(8) Includes 739 shares which are owned jointly with Mr. James' spouse.
(9) Includes 18,052 which are owned jointly with Mr. Pierson's spouse and 12,
000 shares held in Mr.Pierson's IRA account.
(10) Includes 8,044 shares which are owned jointly with Mr. Schanzbach's
spouse.
(11) Includes 6,696 shares which are owned jointly with Mrs. Theriot's spouse,
16,038 shares held by the Bank's Profit Sharing Plan for the account of
Mrs. Theriot, and 407 shares allocated to Mrs. Theriot's ESOP account.
7
<PAGE>
Section 16(a) Beneficial Ownership Reporting Compliance
Under Section 16(a) of the 1934 Act, the Company's directors, officers
and any persons holding more than 10% of the Common Stock are required to report
their ownership of the Common Stock and any changes in that ownership to the
Securities and Exchange Commission ("Commission") and the National Association
of Securities Dealers, Inc. ("NASD") by specific dates. Based on representations
of its directors and officers and copies of the reports that they have filed
with the Commission and the NASD, the Company believes that all of these filing
requirements were satisfied by the Company's directors and officers in the year
ended December 31, 1999.
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth a summary of certain information
concerning the compensation paid by the Company and the Bank for services
rendered in all capacities during the year ended December 31, 1999 to the
President and Chief Executive Officer of the Company and the Bank. No executive
officer of the Company or the Bank received total compensation in excess of
$100,000 during 1999.
<TABLE>
<CAPTION>
Annual Compensation
Other
Name and Fiscal Annual
Principal Position Year Salary(1) Bonus Compensation(2)
<S> <C> <C> <C> <C>
Lawrence C. Caldwell, Jr. 1999 $96,000 $7,493 --
President and Chief 1998 88,410 5,358 --
Executive Officer 1997 82,200 5,016 --
========================== ======== =========== ========== ================
<CAPTION>
Long-Term Compensation
Awards Payouts
Name and All Other
Principal Position Compensation(5)
<S> <C> <C> <C> <C>
Securities
Restricted Underlying LTIP
Stock Award(3) Options(4) Payouts
Lawrence C. Caldwell, Jr. $89,560 27,985 -- $ 6,217
President and Chief -- -- -- 11,784
Executive Officer -- -- -- 10,764
========================== ================== ============= ========== ==================
</TABLE>
<PAGE>
(1) Includes Board fees of $12,000 in 1999, $10,200 in 1998 and $10,200 in 19
97. See "- Directors' Compensation."
(2) Does not include amounts attributable to miscellaneous benefits received
by the named executive officer. In the opinion of management of the
Company, the costs to the Company of providing such benefits to the named
executive officer during the year ended December 31, 1999 did not exceed
the lesser of $50,000 or 10% of the total of annual salary and bonus
reported for such individual.
(3) Represents the grant of 11,195 shares of restricted Common Stock pursuant
to the 1999 Recognition and Retention Plan and Trust Agreement, which
shares were deemed to have had the indicated value
8
<PAGE>
at the date of grant. The unvested shares of restricted stock had a fair
market value of $78,365 at December 31, 1999, based on the $7.00 per
share closing market price on such date. The award vests at the rate of
20% a year over a five-year period commencing on the first anniversary of
the date of grant, and dividends are paid on the restricted shares.
(4) Consists of stock options granted pursuant to the 1999 Stock Option Plan,
which options vest and are exercisable at the rate of 20% a year over a
five-year period commencing on the first anniversary of the date of
grant.
(5) Consists of amounts allocated, accrued or paid by the Bank on behalf of
Mr. Caldwell pursuant to the Bank's Profit Sharing Plan. The 1999 amount
does not include the Common Stock to be allocated to Mr. Caldwell's ESOP
account for 1999, as such amount has not yet been determined.
Employment Agreements
In connection with the Conversion, the Company and the Bank (the
"Employers") entered into employment agreements with each of Mr. Caldwell and
Ms. Theriot. The Employers have agreed to employ the executives for a term of
three years commencing July 17, 1998, in each case in their current respective
positions. The agreements provide that Mr. Caldwell and Ms. Theriot will be paid
their current salary levels of $84,000 and $60,000, respectively, which amounts
may be increased from time to time. The executives' compensation and expenses
shall be paid by the Company and the Bank in the same proportion as the time and
services actually expended by the executives on behalf of each respective
Employer. The employment agreements will be reviewed annually, and the term of
the executives' employment agreements shall be extended each year for a
successive additional one-year period upon the approval of the Employers' Boards
of Directors, unless either party elects, not less than 30 days prior to the
annual anniversary date, not to extend the employment term.
Each of the employment agreements are terminable with or without cause by
the Employers. The executives have no right to compensation or other benefits
pursuant to the employment agreements for any period after voluntary termination
or after termination by the Employers for cause, disability or retirement. The
agreements provide for certain benefits in the event of the executive's death.
In the event that
(1) either executive terminates his or her employment because of failure
to comply with any material provision of the employment agreement or
the Employers change the executive's title or duties or
(2) the employment agreement is terminated by the Employers other than
for cause, disability, retirement or death or by the executive as a
result of certain adverse actions which are taken with respect to
the executive's employment following a change in control of the
Company, as defined,
then the executives will be entitled to a cash severance amount equal to three
times his or her average annual compensation for the last five calendar years,
plus the continuation of certain miscellaneous fringe benefits, subject to
reduction pursuant to Section 280G of the Code as set forth below in the event
of a change in control.
9
<PAGE>
A change in control is generally defined in the employment agreements to
include any change in control of the Company required to be reported under the
federal securities laws, as well as (1) the acquisition by any person of 20% or
more of the Company's outstanding voting securities and (2) a change in a
majority of the directors of the Company during any three-year period without
the approval of at least two-thirds of the persons who were directors of the
Company at the beginning of such period.
Each employment agreement provides that, in the event that any of the
payments to be made thereunder or otherwise upon termination of employment are
deemed to constitute "parachute payments" within the meaning of Section 280G of
the Code, then such payments and benefits received thereunder shall be reduced
by the amount which is the minimum necessary to result in the payments not
exceeding three times the recipient's average annual compensation from the
employer which was includable in the recipient's gross income during the most
recent five taxable years (the "Section 280G Limit"). As a result, none of the
severance payments will be subject to a 20% excise tax, and the Employers will
be able to deduct such payments as compensation expense for federal income tax
purposes. If a change in control was to occur in 2000, the Section 280G Limit
for Mr. Caldwell and Ms. Theriot would be approximately $270,000 and $195,000,
respectively.
Although the above-described employment agreements could increase the
cost of any acquisition of control of the Company, management of the Company
does not believe that the terms thereof would have a significant anti-takeover
effect. The Company and/or the Bank may determine to enter into similar
employment agreements with other officers in the future.
Existing Stock Options
The following table sets forth, with respect to the executive officer
named in the Summary Compensation Table, information with respect to stock
options granted during 1999.
<TABLE>
<CAPTION>
Individual Grants
Percent of Total
Options Options Granted to Exercise
Name Granted Employees(2) Price Expiration Date
---- ------- ------------ ----- ---------------
<S> <C> <C> <C> <C>
Lawrence C. Caldwell, Jr. 27,985(1) 33.3% $8.00(3) May 5, 2009
</TABLE>
- ---------------------
(1) None of the indicated awards were accompanied by stock appreciation
rights.
(2) Percentage of options granted to all employees and directors during 1999.
(3) The exercise price was based on the market price of the Common Stock on
the date of the grant.
No options were exercised by executive officers during 1999. The
following table sets forth, with respect to the executive officer named in the
Summary Compensation Table, information with respect to the
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<PAGE>
number of shares of Common Stock covered by options held at the end of the
fiscal year and the value with respect thereto.
<TABLE>
<CAPTION>
Shares Number of Value of Unexercised
Acquired Unexercised Options in the Money Options
on Value at Fiscal Year End at Fiscal Year End(1)
-------------------- ----------------------
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- ---------------------------- ----------- ---------- ------------- ---------------- ------------- ----------------
<S> <C> <C> <C> <C> <C> <C>
Lawrence C. Caldwell, Jr. -- -- 5,310 31,535 $14,549 $9,727
</TABLE>
(1) Based on a per share market price of Common Stock of $7.00 at December 31,
1999, minus the applicable exercise price per share.
Profit Sharing Plan
The Bank maintains an Employee Profit Sharing Trust (the "Profit Sharing
Plan"), which is a tax- qualified defined contribution plan. Full-time employees
who have been credited with at least six consecutive months of service and who
have attained age 20 are eligible to participate in the Profit Sharing Plan.
Under the Profit Sharing Plan, a separate account is established for each
participating employee, and the Bank may make discretionary contributions to the
Profit Sharing Plan which are allocated to the participants' accounts.
Distributions from the Profit Sharing Plan are made upon termination of service
either in a lump sum or in installments over a period not to exceed the greater
of the life expectancy of the participant or the joint survivor life expectancy
of the participant and his or her designated beneficiary, or upon application in
case of specified financial hardship.
The Profit Sharing Plan was amended in 1994 to permit each participant to
direct the trustee of the plan with respect to the investment of his or her
vested account balances within the plan into four alternative investment funds,
including a Fixed Income Fund; the Vanguard Wellington Fund; an Employer Stock
Fund; and the Vanguard Windsor II Fund. The Profit Sharing Plan purchased shares
of Common Stock on August 31, 1994 in connection with the initial formation of
Homestead Mutual Holding Company and on July 17, 1998 in connection with the
Conversion. Such shares were purchased in accordance with instructions from
participants who authorized their vested account balances to be used to purchase
Common Stock. As of the Voting Record Date, the Profit Sharing Plan held 81,951
shares of Common Stock. Each participant has the right to direct the trustee as
to the manner in which whole and partial shares of Common Stock allocated to his
or her account are to be voted. The trustee shall vote allocated shares of
Common Stock for which it has not received directions from a participant, and
any unallocated shares, in the same proportion for and against proposals to
stockholders of the Company as participants and their beneficiaries actually
vote shares of Common Stock which have been allocated to their individual
participant's accounts.
Prior to April 1, 1998, participants were not permitted to make
contributions to their accounts within the Profit Sharing Plan. The plan was
amended effective April 1, 1998 to incorporate a 401(k) feature, pursuant to
which employees are permitted to contribute a portion of their annual base
salary (excluding incentive bonuses, stock benefit plans and any other form of
compensation), with the annual contribution not to exceed $10,000 in 1999. The
Bank will make matching contributions equal to 100% of each employee's
contribution up to 7.5% of the employee's annual base salary. As of April 1,
1998, the
11
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investment alternatives available to participants were expanded to include nine
different mutual funds (equity funds, bond funds and money market funds), the
Common Stock, deposit accounts and whole life insurance. An independent third
party administrator administers the amended plan.
Employee Stock Ownership Plan
The Company has established the ESOP for employees of the Company and the
Bank to become effective upon the Conversion. Full-time employees of the Company
and the Bank who have been credited with at least 1,000 hours of service during
a twelve-month period are eligible to participate in the ESOP.
The ESOP borrowed $895,630 from the Company in order to fund the purchase
of 8% of the Common Stock sold in the Conversion. The amount of the loan equaled
100% of the aggregate purchase price of the Common Stock acquired by the ESOP.
The loan to the ESOP is being repaid principally from the Company's and the
Bank's contributions to the ESOP over a period of 10 years, and the collateral
for the loan is the Common Stock purchased by the ESOP. The interest rate for
the ESOP loan is a fixed rate of 8.5%. The Company may, in any plan year, make
additional discretionary contributions for the benefit of plan participants in
either cash or shares of Common Stock, which may be acquired through the
purchase of outstanding shares in the market or from individual stockholders,
upon the original issuance of additional shares by the Company or upon the sale
of treasury shares by the Company. Such purchases, if made, would be funded
through additional borrowings by the ESOP or additional contributions from the
Company. The timing, amount and manner of future contributions to the ESOP will
be affected by various factors, including prevailing regulatory policies, the
requirements of applicable laws and regulations and market conditions.
Shares purchased by the ESOP with the proceeds of the loan are held in a
suspense account and released to participants on a pro rata basis as debt
service payments are made. Shares released from the ESOP are allocated to each
eligible participant's ESOP account based on the ratio of each such
participant's base compensation to the total base compensation of all eligible
ESOP participants. Forfeitures will be reallocated among remaining participating
employees and may reduce any amount the Company might otherwise have contributed
to the ESOP. Upon the completion of three years of service, the account balances
of participants within the ESOP will become 20% vested and will continue to vest
at the rate of 20% for each additional year of service completed by the
participant, such that a participant will become 100% vested upon the completion
of seven years of service. Credit is given for years of service with the Bank
prior to adoption of the ESOP. In the case of a "change in control," as defined,
however, participants will become immediately fully vested in their account
balances. Benefits may be payable upon retirement or separation from service.
The Company's contributions to the ESOP are not fixed, so benefits payable under
the ESOP cannot be estimated.
Messrs. Caldwell, James and Morse serve as trustees of the ESOP. Under
the ESOP, the trustees must generally vote all allocated shares held in the ESOP
in accordance with the instructions of the participating employees, and
unallocated shares will generally be voted in the same ratio on any matter as
those allocated shares for which instructions are given, in each case subject to
the requirements of applicable law and the fiduciary duties of the trustees.
Generally accepted accounting principles require that any third party
borrowing by the ESOP be reflected as a liability on the Company's statement of
financial condition. Since the ESOP's loan is from the Company, the loan is not
treated as a liability, but rather the amount of the loan is deducted from
stockholders' equity. If the ESOP purchases newly issued shares from the
Company, total stockholders'
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<PAGE>
equity would neither increase nor decrease, but per share stockholders' equity
and per share net earnings would decrease as the newly issued shares are
allocated to the ESOP participants.
The ESOP is subject to the requirements of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), and the regulations of the Internal
Revenue Service and the Department of Labor thereunder.
Indebtedness of Management
From August 1989 through November 1996, applicable law required that all
loans or extensions of credit to executive officers and directors be made on
substantially the same terms, including interest rates and collateral, as those
prevailing at the time for comparable transactions with the general public and
not involve more than the normal risk of repayment or present other unfavorable
features. In addition, loans made to a director or executive officer in excess
of the greater of $25,000 or 5% of the Bank's capital and surplus (up to a
maximum of $500,000) must be approved in advance by a majority of the
disinterested members of the Board of Directors.
All loans made by the Bank to its executive officers and directors are
made in the ordinary course of business, are made on substantially the same
terms, including interest rates and collateral, as those prevailing at the time
for comparable transactions with other persons and do not involve more than the
normal risk of collectibility or present other unfavorable features. At December
31, 1999, the Bank had three loans outstanding to directors and executives
officers of the Bank, or members of their immediate families. These loans
totaled approximately $154,000 or 1.2% of the Company's total stockholders'
equity at December 31, 1999.
PROPOSAL TO AMEND THE 1999 STOCK OPTION PLAN AND
THE 1999 RECOGNITION AND RETENTION PLAN
The Board of Directors of the Company adopted the 1999 Stock Option Plan
("Option Plan") and the 1999 Recognition and Retention Plan and Trust Agreement
("Recognition Plan")(together, the "1999 Plans"), both of which were approved by
shareholders of the Company at its annual meeting of shareholders held on April
20, 1999. The Company completed the Conversion in July 1998. Under applicable
regulations of the Office of Thrift Supervision (the "OTS"), stock benefit
plans, such as the 1999 Plans, established or implemented within one year
following the completion of a mutual to stock conversion are required to contain
certain restrictions and limitations. Specifically, the OTS regulations provide,
among other provisions, that awards granted pursuant to such plans begin vesting
no earlier than one year from the date the awards are granted, shall not vest at
a rate in excess of 20% per year and shall not provide for accelerated vesting
except in the case of disability or death. Under the 1999 Plans, in the event of
a change in control of the Company or retirement of the recipient (as defined),
vesting of awards would accelerate if, as of such date, such treatment is either
authorized or is not prohibited by applicable law and regulations. The OTS has
authorized the elimination of these provisions more than one year after a
conversion, provided that shareholder approval of such amendments to the 1999
Plans is obtained.
The Board of Directors of the Company has adopted amendments to the 1999
Plans, subject to approval by the shareholders, in order to remove the
restrictions described above and to provide that (a) new awards shall vest at
the rate determined by the Board or the committee of the Board administering the
1999 Plans
13
<PAGE>
(the "Committee") and (b) both existing and new awards shall accelerate and vest
upon a change in control of the Company or upon retirement, as defined in the
1999 Plans. The 1999 Plans were also amended for conforming changes. These
amendments are consistent with the Company's intentions when it originally
adopted these 1999 Plans, and such intentions were fully disclosed in the proxy
materials for the 1999 annual meeting. OTS policy requires that these amendments
be presented to shareholders more than one year after a mutual to stock
conversion. The amendments do not increase the number of shares reserved for
issuance under the 1999 Plans or change the vesting schedule or terms of
outstanding awards under the 1999 Plans, other than to accelerate the vesting
upon a change in control or retirement. In the event that these amendments to
the 1999 Plans are not approved by shareholders, the vesting of existing awards
will not accelerate in the event of a change in control or retirement (unless
authorized at such time or not prohibited by applicable laws or regulations),
but the other provisions of the 1999 Plans will remain in effect as originally
adopted. The Company is not in discussions with respect to any transaction that
would result in a change in control of the Company, and there are no proposals,
arrangements or understandings known to the Company that would result in a
change in control.
The 1999 Plans were adopted by the Company to attract and retain
qualified personnel in key positions, provide officers and employees with a
proprietary interest in the Company as an incentive to contribute to the success
of the Company and reward key employees for outstanding performance. The 1999
Plans are also designed to retain qualified directors for the Company. The 1999
Option Plan provides for the grant of incentive stock options intended to comply
with the requirements of Section 422 of the Code ("incentive stock options"),
non-incentive or compensatory stock options and stock appreciation rights.
Awards are available for grant to non-employee directors and key employees of
the Company and any subsidiaries, except that non-employee directors are
eligible to receive only awards of non-incentive stock options. Officers, key
employees and non-employee directors of the Company and its subsidiaries who are
selected by the Board of Directors of the Company or members of the Committee
appointed by the Board are eligible to receive restricted stock awards under the
1999 Recognition Plan.
The 1999 Plans are administered and interpreted by the Committee, which
is comprised solely of two or more non-employee directors. The members of the
Committee currently consist of the members of the Board's Compensation
Committee.
Under the 1999 Option Plan, the Board of Directors or the Committee
determines which officers, key employees and non-employee directors will be
granted options and stock appreciation rights, whether such options will be
incentive or compensatory options (in the case of options granted to employees),
the number of shares subject to each option, the exercise price of each option,
whether such options may be exercised by delivering other shares of Common Stock
and when such options become exercisable. The per share exercise price of a
stock option shall be at least equal to the fair market value of a share of
Common Stock when the option is granted. Under the 1999 Recognition Plan, the
Board of Directors or the Committee determines which officers, key employees and
non-employee directors will be granted plan share awards, the number of shares
subject to each award and the vesting schedule of such awards.
As of February 29, 2000, options to purchase 83,955 shares of Common
Stock have been granted and are outstanding under the 1999 Option Plan, and
27,999 shares remain available for future grant under the 1999 Option Plan.
Included in the grants under the 1999 Option Plan were options covering 27,985
shares to Mr. Caldwell, 27,985 shares to Ms. Theriot, and 5,597 shares to each
non-employee director (five persons).
14
<PAGE>
As of February 29, 2000, restricted stock awards for 33,585 shares have
been granted under the 1999 Recognition Plan, and 11,196 shares remain available
for restricted stock awards under the 1999 Recognition Plan. Included in the
restricted stock awards under the 1999 Recognition Plan were awards for 11,195
shares to Mr. Caldwell, 11,195 shares to Ms. Theriot, and 2,239 shares to each
non-employee director.
Previously granted awards under the 1999 Plans will vest at the rate of
20% per year over five years. The proposed amendments to the 1999 Plans will not
affect the number of shares previously granted nor change the vesting schedule
of outstanding awards under the 1999 Plans but will provide that outstanding
awards, as well as newly granted awards, will accelerate in certain
circumstances as described above.
A copy of the amendment to the 1999 Stock Option Plan is attached hereto
as Appendix A, and a copy of the amendment to the 1999 Recognition and Retention
Plan and Trust Agreement is attached hereto as Appendix B.
The Board of Directors recommends that shareholders vote FOR adoption of
the amendments to the 1999 Stock Option Plan and the 1999 Recognition and
Retention Plan and Trust Agreement to provide that any future awards granted may
vest at the rate determined by the Board of Directors or the Committee and that
both existing and future awards granted under the 1999 Plans will accelerate
under certain circumstances.
RATIFICATION OF APPOINTMENT OF AUDITORS
The Board of Directors of the Company has appointed Hannis T. Bourgeois,
L.L.P., independent certified public accountants, to perform the audit of the
Company's consolidated financial statements for the year ending December 31,
2000, and has further directed that the selection of auditors be submitted for
ratification by the stockholders at the Annual Meeting.
The Company has been advised by Hannis T. Bourgeois, L.L.P. that neither
that firm nor any of its associates has any relationship with the Company or its
subsidiaries other than the usual relationship that exists between independent
certified public accountants and clients. Hannis T. Bourgeois, L.L.P. will have
one or more representatives at the Annual Meeting who will have an opportunity
to make a statement, if they so desire, and who will be available to respond to
appropriate questions.
The Board of Directors recommends that you vote FOR the ratification of
the appointment of Hannis T. Bourgeois, L.L.P. as independent auditors for the
year ending December 31, 2000.
STOCKHOLDER PROPOSALS
Any proposal which a stockholder wishes to have included in the proxy
materials of the Company relating to the next annual meeting of stockholders of
the Company, which is scheduled to be held in April 2001, must be received at
the principal executive offices of the Company, 195 North Sixth Street,
Ponchatoula, Louisiana 70454, Attention: Barbara B. Theriot, Secretary, no later
than November 10, 2000. If such proposal is in compliance with all of the
requirements of Rule 14a-8 under the 1934 Act, it will be included in the proxy
statement and set forth on the form of proxy issued for such annual meeting of
stockholders. It is urged that any such proposals be sent by certified mail,
return receipt requested.
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<PAGE>
Stockholder proposals which are not submitted for inclusion in the
Company's proxy materials pursuant to Rule 14a-8 under the 1934 Act may be
brought before an annual meeting provided that the requirements set forth in
Article 9.D of the Company's Articles of Incorporation are satisfied in a timely
manner. To be timely, a stockholder's notice must be delivered to, or mailed and
received at, the principal executive offices of the Company not less than 120
days prior to the anniversary date of the initial mailing of proxy materials by
the Company in connection with the Company's immediately preceding annual
stockholders' meeting.
ANNUAL REPORTS
A copy of the Company's Annual Report to Stockholders for the year ended
December 31, 1999 accompanies this Proxy Statement. Such annual report is not
part of the proxy solicitation materials.
Upon receipt of a written request, the Company will furnish to any
stockholder without charge a copy of the Company's Annual Report on Form 10-KSB
for the year ended December 31, 1999 and a list of the exhibits thereto required
to be filed with the Securities and Exchange Commission under the 1934 Act. Such
written request should be directed to Barbara B. Theriot, Secretary, Homestead
Bancorp, Inc., 195 North Sixth Street, Ponchatoula, Louisiana 70454. The Form
10-KSB is not part of the proxy solicitation materials.
OTHER MATTERS
Each proxy solicited hereby also confers discretionary authority on the
Board of Directors of the Company to vote the proxy with respect to the approval
of the minutes of the last meeting of stockholders, the election of any person
as a director if the nominee is unable to serve or for good cause will not
serve, matters incident to the conduct of the meeting, and upon such other
matters as may properly come before the Annual Meeting. Management is not aware
of any business that may properly come before the Annual Meeting other than
those matters described above in this 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 Company has engaged Regan & Associates, Inc., a professional proxy
soliciting firm, to assist in the solicitation of proxies. The Company will pay
Regan & Associates a fee of $3,500 for its services, plus expenses not to exceed
$1,750. The Company may solicit proxies by mail, advertisement, telephone,
facsimile, telegraph and personal solicitation. Directors and executive officers
of the Company and the Bank may solicit proxies personally or by telephone
without additional compensation. The Company will reimburse banks, brokerage
firms and other custodians, nominees and fiduciaries for reasonable expenses
incurred by them in sending proxy solicitation materials to the beneficial
owners of the Company's Common Stock.
YOUR VOTE IS IMPORTANT! WE URGE YOU TO SIGN AND DATE THE ENCLOSED
PROXY CARD AND RETURN IT TODAY IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
16
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Appendix A
AMENDMENT NO. 1
TO
HOMESTEAD BANCORP, INC.
1999 STOCK OPTION PLAN
WHEREAS, Homestead Bancorp, Inc. (the "Corporation") adopted and
implemented the 1999 Stock Option Plan (the "Plan") within one year of the
reorganization of Ponchatoula Homestead Savings, F.A. (the "Association") from
the mutual holding company structure to the stock holding company structure;
WHEREAS, the Association has changed its name to Homestead Bank; and
WHEREAS, the Corporation desires to amend the Plan in several respects,
subject to the receipt of stockholder approval;
NOW, THEREFORE, BE IT RESOLVED, the 1999 Stock Option Plan is hereby
amended as follows:
1. All references to Ponchatoula Homestead Savings, F.A. or the
Association in the Plan are hereby changed to Homestead Bank or the Bank where
appropriate.
2. Section 6.01 of the Plan is amended to delete the last sentence of
such section, which imposes numeric limits on awards, in its entirety.
3. The first sentence of Section 8.03(a) of the Plan is revised to read
in its entirety as follows:
Incentive Stock Options and Non-Qualified Options granted hereunder
shall become vested and exercisable at the rate, to the extent and subject to
such limitations as may be specified by the Board or the Committee.
4. Section 8.03(b) of the Plan is revised to read in its entirety as
follows:
(b) Accelerated Vesting. Unless the Board or the Committee
shall specifically state otherwise at the time an Option is granted,
all Options granted under this Plan shall become vested and
exercisable in full on the date an Optionee terminates his
employment with the Corporation or a Subsidiary Company or service
as a Non-Employee Director because of his death, Disability or
Retirement. In addition, all Options hereunder shall become
immediately vested and exercisable in full in the event that there
is a Change in Control of the Corporation.
5. All other provisions of the 1999 Stock Option Plan shall remain
unchanged.
A-1
<PAGE>
IN WITNESS WHEREOF, the Corporation has caused this amendment to be
executed by a duly authorized officer as of this 19th day of January 2000.
HOMESTEAD BANCORP, INC.
By: /s/ Lawrence C. Caldwell, Jr.
-----------------------------
Lawrence C. Caldwell, Jr.
President and Chief Executive Officer
A-2
<PAGE>
Appendix B
AMENDMENT NO. 1
TO
HOMESTEAD BANCORP, INC.
1999 RECOGNITION AND RETENTION PLAN AND TRUST AGREEMENT
WHEREAS, Homestead Bancorp, Inc. (the "Corporation") adopted and
implemented the 1999 Recognition and Retention Plan and Trust Agreement (the
"Plan") within one year of the reorganization of Ponchatoula Homestead Savings,
F.A. (the "Association") from the mutual holding company structure to the stock
holding company structure;
WHEREAS, the Association has changed its name to Homestead Bank; and
WHEREAS, the Corporation desires to amend the Plan in several respects,
subject to the receipt of stockholder approval;
NOW, THEREFORE, BE IT RESOLVED, the 1999 Recognition and Retention Plan
and Trust Agreement is hereby amended as follows:
1. All references to Ponchatoula Homestead Savings, F.A. or the
Association in the Plan are hereby changed to Homestead Bank or the Bank where
appropriate.
2. Section 5.02 of the Plan is amended to delete the last sentence of
such section, which imposes numeric limits on awards, in its entirety.
3. The first two sentences of Section 7.01(a) of the Plan are revised
to read in their entirety as follows:
Subject to the terms hereof, Plan Share Awards granted shall be
earned by a Recipient at the rate specified by the Board or the
Committee. If the employment of an Employee or service as a
Non-Employee Director is terminated for any reason prior to the Plan
Share Award being fully earned (except as specifically provided in
subsections (b), (c) and (d) below), the Recipient shall forfeit the
right to any Shares subject to the Award which have not theretofore
been earned.
4. Section 7.01(b) of the Plan is revised to read in its entirety as
follows:
(b) Exception for Terminations Due to Death, Disability or
Retirement. Notwithstanding the general rule contained in Section
7.01(a), all Plan Shares subject to a Plan Share Award held by a
Recipient whose employment with the Corporation or any Subsidiary or
service as a Non-Employee Director terminates due to death,
Disability or Retirement shall be deemed earned as of the
Recipient's last day of employment with or service to the
Corporation or any Subsidiary Company (provided, however, no such
accelerated vesting shall occur in the event of Disability or
B-1
<PAGE>
Retirement if a Recipient remains employed by at least one member of
the Employer Group) and shall be distributed as soon as practicable
thereafter.
5. Section 7.01(c) of the Plan is revised to read in its entirety as
follows:
(c) Exception for a Change in Control of the Corporation.
Notwithstanding the general rule contained in Section 7.01(a), all
Plan Shares subject to a Plan Share Award held by a Recipient shall
be deemed to be earned as of the effective date of a Change in
Control of the Corporation.
6. All other provisions of the 1999 Recognition and Retention Plan and
Trust Agreement shall remain unchanged.
IN WITNESS WHEREOF, the Corporation has caused this amendment to be
executed by its duly authorized officers, and the Trustees of the Trust have
also executed this Amendment No. 1, all as of this 19th day of January 2000.
ATTEST: HOMESTEAD BANCORP, INC.
/s/ Barbara B. Theriot By:/s/ Lawrence C. Caldwell, Jr.
- ------------------------------- -----------------------------
Barbara B. Theriot Lawrence C. Caldwell, Jr.
Secretary President and Chief Executive Officer
TRUSTEES:
John C. Bohning
/s/ Robert H. Gabriel
---------------------
Robert H. Gabriel
/s/Dennis E. James
------------------
Dennis E. James
/s/ Allen B. Pierson, Jr.
-------------------------
Allen B. Pierson, Jr.
/s/ Milton J. Schanzbach
------------------------
Milton J. Schanzbach
B-2
<PAGE>
REVOCABLE PROXY
Homestead Bancorp, Inc.
[ X ] PLEASE MARK VOTES AS IN THIS EXAMPLE
This proxy is solicited on behalf of the board of directors of Homestead
Bancorp, Inc. for use only at the Annual Meeting of Stockholders to be held on
April 12, 2000 and at any adjournment thereof.
The undersigned hereby appoints the Board of Directors of the Company, or any
successors thereto, as proxies, with full powers of substitution, to vote the
shares of the undersigned at the Annual Meeting of Stockholders of the Company
to be held at the Company's office located at 195 North Sixth Street,
Ponchatoula, Louisiana 70454, on April 12, 2000, at 10:00 a.m., Central Time, or
at any adjournment thereof, with all the powers that the undersigned would
possess if personally present, as follows:
1. Election of Directors
Nominees for three-year term:
Lawrence C. Caldwell, Jr., Dennis E. James and Allen B. Pierson, Jr.
WITH- FOR ALL
[ ] FOR [ ] HOLD [ ] EXCEPT
INSTRUCTION: To withhold authority to vote for one but not all of the nominees,
mark "For All Except" and write the name of the nominee in the space provided
below.
- --------------------------------------------------------------------------------
2. Proposal to amend the 1999 Stock Option Plan and the 1999 Recognition and
Retention Plan and Trust Agreement.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. Proposal to ratify the appointment of Hannis T. Bourgeois, L.L.P. as the
Company's independent auditors for the year ending December 31, 2000.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
PLEASE CHECK BOX IF YOU PLAN TO ATTEND THE ANNUAL MEETING. [ ]
The Board of Directors recommends that you vote FOR the Board of Directors'
nominees listed above and FOR Proposals 2 and 3. Shares of common stock of the
Company will be voted as specified. If no specification is made, shares will be
voted for the election of the Board of Directors' nominees to the Board of
Directors, for Proposals 2 and 3, and otherwise at the discretion of the
proxies. This proxy may not be voted for any person who is not a nominee of the
Board of Directors of the Company. This proxy may be revoked at any time before
it is exercised.
<PAGE>
Please be sure to sign and date this Proxy in the box below.
_________________________________________
Date
_________________________________________
Stockholder sign above
_________________________________________
Co-holder (if any) sign above
Detach above card, sign, date and mail in postage paid envelope provided.
Homestead Bancorp, Inc.
In their discretion, the proxies are authorized to vote with respect to
approval of the minutes of the last meeting of stockholders, the election of any
person as a director if the nominee is unable to serve or for good cause will
not serve, matters incident to the conduct of the meeting, and upon such other
matters as may properly come before the meeting.
The above signed hereby acknowledges receipt of the Notice of Annual Meeting
of Stockholders of Homestead Bancorp, Inc. called for April 12, 2000, a Proxy
Statement for the Annual Meeting and the 1999 Annual Report to Stockholders.
Please sign exactly as your name(s) appears on this Proxy. Only one signature is
required in the case of a joint account. When signing in a representative
capacity, please give title.
PLEASE MARK, SIGN, DATE AND PROMPTLY RETURN
THIS PROXY CARD USING THE ENCLOSED ENVELOPE.
