SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act
of 1934
Filed by the Registrant [x]
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 section 240.14a-11(c) or
section 240.14a-12
HOMETOWN BANCORPORATION, INC.
(Name of Registrant as Specified In Its Charter)
NOT APPLICABLE
- ------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1),
14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
<PAGE>
2
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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<PAGE>
HOMETOWN BANCORPORATION, INC.
20 WEST AVENUE
DARIEN, CONNECTICUT 06820-1265
--------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
AND PROXY STATEMENT
TO BE HELD JUNE 6, 1996
--------------------
Notice is hereby given that the Annual Meeting of Stockholders of
Hometown Bancorporation, Inc. (the "Company") will be held at the main
office of The Bank of Darien, 20 West Avenue, Darien, Connecticut, at
4:00 P.M. on Thursday, June 6, 1996:
(1) To elect ten directors for the ensuing year;
(2) To consider and act upon a proposal to ratify the
appointment of KPMG Peat Marwick LLP as independent accountants
for the year ending December 31, 1996; and
(3) To transact such other business as may be properly
brought before the Annual Meeting.
The close of business on April 8, 1996 has been fixed as the record
date for the determination of stockholders entitled to notice of and to
vote at the Annual Meeting and at any adjournments thereof.
Whether or not you expect to be present at the meeting, please mark,
date, sign and return the enclosed form of proxy in the enclosed stamped
and addressed envelope. No postage is required. If you desire to vote
your shares in person at the meeting, your proxy will be returned to
you.
By Order of the Board of Directors
Douglas D. Milne, III Kevin E. Gage
Chairman of the Board President and
Chief Executive Officer
Darien, Connecticut
April 26, 1996
1
<PAGE>
HOMETOWN BANCORPORATION, INC.
20 WEST AVENUE
DARIEN, CONNECTICUT 06820-1265
-----------------------
PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 6, 1996
------------------------
INTRODUCTION
This Proxy Statement (this "Proxy Statement") is being furnished in
connection with the solicitation by the Board of Directors of Hometown
Bancorporation, Inc. (the "Company") of proxies from holders of the
Company's Common Stock, $1.00 par value ("Common Stock"), to be voted at
the Annual Meeting of Stockholders to be held on June 6, 1996 and at any
adjournments thereof (the "Annual Meeting"). The time and place of the
Annual Meeting, as well as the purposes therefor, are set forth in the
accompanying Notice of Annual Meeting. The approximate date on which this
Proxy Statement and the enclosed proxy are first being sent or given to
stockholders is April 26, 1996. In addition to solicitation by mail,
directors, officers and certain management employees of the Company or its
subsidiary, The Bank of Darien (the "Bank"), may solicit proxies from
stockholders by telephone or in person without additional remuneration
therefor.
Any proxy given by a stockholder may be revoked at any time before its
exercise, and any stockholder who executes and returns a proxy and who
attends the Annual Meeting may withdraw the proxy at any time before it is
voted and vote his shares in person. A proxy may be revoked by giving
notice to the President of the Company in writing (at the Company's
address indicated above) or in open meeting prior to the taking of a vote.
Unless so revoked, the proxy will be voted at the Annual Meeting, and
unless authorization to vote "FOR" the election of directors or "FOR" any
particular nominee is withheld, the shares represented by such proxy will
be voted "FOR" the nominees set forth in this Proxy Statement. Proxies
containing instructions on Proposal 2 (the ratification of the appointment
of KPMG Peat Marwick LLP as independent accountants for 1996) will be
voted in accordance with such instructions. If no instructions are
contained on Proposal 2, proxies will be voted "FOR" Proposal 2.
A majority of the outstanding shares entitled to vote must be present
in person or represented by proxy at the Annual Meeting to constitute a
quorum. The shares represented by a proxy which is timely returned and
marked "Abstain" as to any matter as well as broker non-votes will be
considered present at the Annual Meeting and will be included in the
calculation of those shares needed to constitute a quorum. The shares
represented by such proxies, although considered present for quorum
purposes, will not be considered a part of the voting power present with
respect to any proposal which is abstained from or to which the broker
non-vote relates.
2
<PAGE>
VOTING SECURITIES AND PRINCIPAL HOLDERS
The record date for determining stockholders entitled to notice of
and to vote at the Annual Meeting and any adjournments thereof has
been set as April 8, 1996 (the "Record Date"). As of the Record
Date, there were 1,706,496 shares of Common Stock outstanding and
entitled to vote at the Annual Meeting. Each share of Common Stock
is entitled to one vote on each matter submitted to the stockholders
for a vote at the Annual Meeting.
As of February 29, 1996, all directors and executive officers of
the Company held, directly or indirectly, as beneficial owners
304,508 shares of Common Stock (including 82,800 shares which could
be acquired on exercise of options within 60 days thereof), such
number representing 17.02% of the outstanding Common Stock. In
addition, directors and executive officers of the Bank who are not
also directors or executive officers of the Company held, directly or
indirectly, as beneficial owners 28,940 shares of Common Stock as of
February 29, 1996 (including 5,640 shares which could be acquired
upon exercise of options within 60 days thereof), such number
representing 1.69% of the outstanding Common Stock.
Set forth below is the name and address, amount and nature of
beneficial ownership and percent of Common Stock owned by each person
who is known by the Board of Directors of the Company to be the
beneficial owner of more than 5% of the outstanding Common Stock.
The amount and nature of beneficial ownership was determined by a
review of the following documents: for Norwalk Savings Society by a
review of an amendment to Schedule 13D filed with the Securities and
Exchange Commission in March, 1996; for Charles E. Waggner on
information provided by him; for Kramer Spellman LP by a review of
Schedule 13G filed with the Securities and Exchange Commission in
August, 1995; and for John C. Emery, Jr. by review of a Form 4 he
filed with the Securities and Exchange Commission in April 1990.
AMOUNT AND NATURE OF
NAME AND ADDRESS BENEFICIAL OWNERSHIP PERCENT OF CLASS
---------------- --------------------- ----------------
Norwalk Savings Society 160,000 9.38%
48 Wall Street direct
Norwalk, CT 06052
Charles E. Waggner 137,398 8.05%
P.O. Box 4028 direct
1063 Boston Post Road
Darien, CT 06820-1428
Kramer Spellman LP 115,500 6.77%
2050 Center Avenue, Suite 300 direct
Fort Lee, NJ 07024
John C. Emery Jr. 95,198 5.58%
95 Rowayton Avenue direct
Rowayton, CT 06853
To the knowledge of the Company, no arrangement exists the operation of
which might result in a change in control of the Company.
3
<PAGE>
PROPOSAL 1.
ELECTION OF DIRECTORS
NOMINEES AND VOTE REQUIRED
The number of directors to be elected at the Annual Meeting has been
set at ten by action of the Board of Directors in accordance with the By-
laws of the Company. The directors are elected annually by the
stockholders by ballot. Each director holds office until the next Annual
Meeting of Stockholders and until his or her successor is elected and
qualifies (or until his or her earlier resignation, death or removal).
Each of the nominees has consented to being named in this Proxy Statement
and to serve as a director if elected. Seven of the nominees are
currently directors of both the Company and the Bank, the remaining three
nominees are each currently directors of the Bank only.
A plurality of the votes of the shares present in person or represented
by proxy at the Annual Meeting shall be needed for the election of a
director, provided those shares present in person or represented by proxy
at the Annual Meeting constitute a quorum.
The persons named in the form of proxy to represent stockholders at the
Annual Meeting are Douglas D. Milne, III, Kevin E. Gage and Albert T.
Jaronczyk. It is the intention of the persons named in a proxy to vote
"FOR" the election of the nominees named herein unless contrary
instructions are contained in such proxy. In the event that any nominee
for director should become unavailable for election for any reason, the
persons named in the proxy will consult with the Company's management and
use their discretion in deciding whether and how to vote the shares
represented by such proxies.
The names of the nominees for election as directors are set forth
below, together with their principal occupations and employment,
directorships in companies with a class of securities registered pursuant
to Section 12 of the Securities Exchange Act of 1934 or subject to the
requirements of Section 15(d) of that Act and any company registered as an
investment company under the Investment Company Act of 1940, directorships
in other companies, ages, lengths of service as directors, and the number
and percentage of shares of Common Stock beneficially owned by each as of
February 29, 1996, based on information furnished by the nominees. Louis
T. Hagopian, a director of the Company who is not standing for reelection
at the Annual Meeting, beneficially owned 10,000 shares of Common Stock as
of February 29, 1996. There is no arrangement or understanding between
any director and any other person or persons pursuant to which such
director was or is to be selected as a director or nominee. There is no
family relationship between any director and any executive officers or
directors of the Company or the Bank.
The Company was formed in April 1987 and acquired the Bank in July
1987. For current directors of the Company who are standing for
reelection, the period of service for directors of the Company listed in
the table below includes periods of service as directors of the Bank prior
to formation of the Company in 1987.
Each of the nominees has held the principal occupation listed for the
past five years.
4
<PAGE>
<TABLE>
<CAPTION>
SHARES
POSITIONS AND OFFICES WITH THE BENEFICIALLY
COMPANY AND THE BANK PRESENTLY OWNED AND
HELD AND PRINCIPAL OCCUPATIONS DIRECTOR PERCENT OF
NAME AGE AND EMPLOYMENT SINCE CLASS(1)
---- --- ------------------------------ -------- ------------
<S> <C> <C> <C> <C>
Richard A. Allen 71 Director of the Company and the 1986 1,700
Bank; retired; formerly Executive .10%
Vice President of Apax Investors
Management Service, Inc., an
investment advisory firm.
Malcolm Beinfield 74 Director of the Bank since 1991; Not 4,500
Associate Clinical Professor of currently .26%
Surgery, Yale University School a director
of Medicine.
Kevin E. Gage 36 Director of the Company and 1990 55,090(2)
the Bank; President and Chief 3.13%
Executive Officer of the
Company and the Bank since
May 1990.
Arnold H. Libner 68 Director of the Company and the 1985 31,000
Bank; Chairman of the Executive 1.82%
Committee of The Libner Corpora-
tion, a manufacturer of wildlife
products and a distributor of
garden supplies, and President of
Arnold H. Libner Properties.
Joseph G. McIntyre, Jr. 66 Director of the Company and the 1987 2,000
Bank; retired; formerly Vice .12%
President and Treasurer of
Richardson-Vicks, Inc., a
consumer products manufacturer.
Douglas D. Milne, III 44 Chairman of the Board of the 1984 48,320(3)
Company and the Bank; Independent 2.78%
Contractor for Kelly Associates
Real Estate, Inc., a real estate
brokerage and management firm.
5
<PAGE>
<CAPTION>
SHARES
POSITIONS AND OFFICES WITH THE BENEFICIALLY
COMPANY AND THE BANK PRESENTLY OWNED AND
HELD AND PRINCIPAL OCCUPATIONS DIRECTOR PERCENT OF
NAME AGE AND EMPLOYMENT SINCE CLASS(1)
---- --- ------------------------------ -------- ------------
<S> <C> <C> <C> <C>
Etta M. Stanko 70 Director of the Bank since 1985; Not 8,500
President of Joseph C. Stanko currently .50%
Assoc., real estate management firm. a director
Peter L. Truebner 54 Director since 1995 and Secretary Not 800
since 1985 of the Bank; currently currently .50%
in practice as Peter L. Truebner, a director
Attorney at Law.
Charles E. Waggner 64 Director of the Company and the 1985 137,398
Bank; Executive Vice President 8.05%
and partner of Esselen Associates
Inc., an international petroleum
products trading company.
Robert O. White 73 Director of the Company and the 1987 19,000(4)
Bank; retired; formerly Senior 1.11%
Vice President of Chemical Bank.
</TABLE>
(1) A "beneficial owner" of a security for purposes of Rule 13d-3 under
the Securities Exchange Act of 1934, as amended, includes any person
who, directly or indirectly, has or shares voting power and/or
investment power, although not necessarily the economic benefit, with
respect to that security.
(2) Includes 52,800 shares of Common Stock which could be acquired by
Mr. Gage within 60 days from February 29, 1996 upon exercise of
options outstanding under the Company's 1987 Stock Option Plan.
(3) Includes 30,000 shares of Common Stock which could be acquired by
Mr. Milne within 60 days from February 29, 1996 upon exercise of
options outstanding under the Company's 1987 Stock Option Plan.
Also includes 4,150 shares as to which Mr. Milne shares voting and
investment power with his wife.
(4) Includes 1,000 shares owned by Mr. White's wife.
6
<PAGE>
MEETINGS AND COMMITTEES OF THE BOARD
During 1995 the Board of Directors of the Company and the Bank met
16 and 10 times, respectively. All nominees named herein attended at
least 75% of the total number of meetings of the Board of Directors
and of those Board committees on which he or she served for each of
the Company and the Bank.
The members of the Board of Directors devote time and talent to
certain standing committees of the Company. Among these committees
are the Audit Committee, the Executive Compensation Committee, the
Nominating Committee and the Finance Committee whose members and
principal functions are described below.
The functions of the Audit Committee include recommending to the
Board of Directors of the Company the selection of independent
accountants, reviewing with the independent accountants and approving
the plan for and results of the annual audit, reviewing the annual
financial statements of the Company, reviewing the independence of
the independent accountants, determining the appropriate fees for
accounting services provided by the independent accountants and
monitoring the adequacy of the Company's and the Bank's internal
accounting controls. The Audit Committee is composed of non-employee
directors. Its members are currently Messrs. Allen, Libner, McIntyre
and Waggner. During 1995, the Audit Committee of the Company met 17
times.
The functions of the Executive Compensation Committee of the
Company include making recommendations to the Company's Board of
Directors concerning officer compensation and directors' fees. The
factors in making such recommendations concerning senior officer
compensation are semi-annual performance evaluations, annual Company
performance and compensation surveys for similar sized bank holding
companies. The Committee primarily reviews director compensation
surveys in order to make recommendations for director compensation.
In addition, the Executive Compensation Committee is authorized to
grant stock options to certain key employees (including officers and
directors) and non-employee directors of the Company and the Bank
pursuant to the Company's 1987 Stock Option Plan and to grant stock
options, stock appreciation rights and stock awards to officers and
key employees of the Company and the Bank pursuant to the Company's
1995 Omnibus Stock Incentive Program, and to administer those Plans.
Grants of options under the 1987 Stock Option Plan to members of the
Executive Compensation Committee may only be made by the Company's
Board of Directors. Directors who are not employees of the Company
or the Bank are not eligible to receive awards under the 1995 Omnibus
Stock Incentive Program. The members of the Executive Compensation
Committee of the Company are currently Messrs. Milne, McIntyre and
White. During 1995, the Executive Compensation Committee of the
Company met 7 times.
The functions of the Nominating Committee of the Company include
making recommendations to the Board of Directors of the Company
concerning nominees to serve as directors of the Company and the
Bank. The Committee will consider responsible recommendations by
stockholders of candidates to be nominated as directors of the
Company but does not intend to solicit such recommendations. All
7
<PAGE>
such recommendations must be in writing to the Committee addressed to
the Secretary of the Company. By accepting a stockholder
recommendation for consideration, the Nominating Committee does not
undertake to adopt or take any other action concerning such
recommendation or to give the stockholder its reasons for any action
or inaction. The members of the Nominating Committee are currently
Messrs. Libner, Milne and Waggner. During 1995, the Nominating
Committee of the Company met twice.
The functions of the Finance Committee include reviewing and
making recommendations to the Company's Board of Directors concerning
investment and dividend policy. The members of the Finance Committee
are currently Messrs. Allen, McIntyre, Waggner and White. During
1995 the Finance Committee met 14 times.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
COMPENSATION OF DIRECTORS
During the year ended December 31, 1995 each of the non-employee
directors of the Company or the Bank was paid $200 per Board of
Directors meeting attended and $100 per Committee meeting of the
Board of Directors attended. In addition to meeting fees, members of
the Audit Committee received additional compensation totaling $7,100
for 1995. Total director fees paid in 1995 for the Company and the
Bank were $81,600.
OTHER COMPENSATION
The Bank pays Mr. Milne a consulting fee of $3,000 per month for
his services as Chairman of the Company and the Bank in addition to
the director fees described above. For the year ended December 31,
1995, Mr. Milne was paid a total of $45,200 including director fees.
CASH COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth information concerning the
compensation paid by the Company or the Bank to the Company's current
Chief Executive Officer during each year in the three years ended
December 31, 1995. During such three-year period, no other current
executive officer of the Company or the Bank received salary and
bonus exceeding $100,000 in any year.
8
<PAGE>
SUMMARY COMPENSATION TABLE
--------------------------
NAME AND OTHER ANNUAL STOCK
PRINCIPAL SALARY BONUS COMPENSATION(1) OPTIONS
POSITION YEAR $ $ $ #
- ------------------ ---- -------- ------- --------------- -------
Kevin E. Gage 1995 $156,346 $ -0- $3,000 5,000
President and 1994 146,731 6,700 2,000 5,000
Chief Executive 1993 136,346 37,800 2,000 6,000
Officer
The table below provides information as to options granted under the
Company's 1987 Option Plan during the year ended December 31, 1995 to Mr.
Gage.
OPTION GRANTS FOR THE YEAR ENDED DECEMBER 31, 1995
--------------------------------------------------
# OF SECURITIES
UNDERLYING % OF TOTAL
OPTIONS OPTIONS GRANTED TO EXERCISE EXPIRATION
NAME GRANTED EMPLOYEES IN 1995 PRICE DATE
---- -------------- ------------------ -------- ----------
Kevin E. Gage 5,000(2) 34% $11.00 3/16/05
The table below summarizes exercises of options by Mr. Gage during the year
ended December 31, 1995 and the number of, and spread on, unexercised options
held by him at December 31, 1995.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND YEAR-END OPTION VALUE
-------------------------------------------------------------------------
Value of
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SAR'S AT OPTIONS/SAR'S AT
SHARES DECEMBER 31, 1995 DECEMBER 31, 1995
ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE REALIZED UNEXERCISABLE UNEXERCISABLE(3)
---- ----------- -------- ----------------- -----------------
Kevin E. Gage 0 $0 52,800/8,200 $415,100/18,150
**FOOTNOTES**
1 Amount represents the Bank's contribution to the 401K plan on
behalf of Mr. Gage.
2 Such option is intended to qualify as an incentive stock option for
purposes of the Internal Revenue Code. The term of the option expires on
March 16, 2005, ten years from the date of grant. The option became
exercisable upon grant as to 20% of the shares covered thereby and becomes
exercisable as to 20% of the shares covered thereby on the first, second,
third and fourth anniversaries of the date of the grant. In the event of
retirement or termination of employment, the option is exercisable within
90 days of retirement or within 30 days of termination of employment but,
in the case of termination other than by retirement, only to the extent
exercisable on the date of termination. In the event of disability
or death, the option may be exercised within one year of disability or
death. In no event will the option be exercisable after expiration of
the term of the option.
3 Based upon December 31, 1995 stock price of $13.25.
9
<PAGE>
EMPLOYMENT CONTRACT
During 1991 the Bank entered into an employment agreement with Mr.
Gage which was amended in 1993 and 1995. The term of the agreement
is automatically extended on each anniversary of the agreement so
that the term of the agreement shall be two years from such
anniversary, unless written notice of termination is given by either
party 60 days prior to any anniversary of the agreement. The terms
of this agreement provide that, following a change of control or
potential change of control (as defined) of the Bank or the Company,
if the officer's employment is terminated by the Bank other than for
death, special cause or special disability (as defined) or if the
officer's employment is terminated by the officer, the Bank will be
obligated to pay such officer a lump sum severance payment equal to
2.99 times his then applicable annual salary. Prior to the
occurrence of a change of control or a potential change of control,
the Bank may terminate the officer's employment for any reason upon
the payment of one month's salary multiplied by the number of full
years of service by such officer to the Bank. The Company has
guaranteed performance by the Bank of its obligations under this
agreement.
SPLIT DOLLAR LIFE INSURANCE
During 1993 the Company entered into a Split Dollar Life Insurance
program with Mr. Gage, whereby the Company purchased whole dollar
life insurance for Mr. Gage. Upon Mr. Gage's death, his beneficiary
will receive the proceeds of said policy. The Company is reimbursed
for all premiums paid on said policy either out of the proceeds of
said policy due to the death of Mr. Gage or the cash surrender value
upon termination of the policy.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In the ordinary course of business, the Bank has made loans to
officers and directors (including loans to members of their immediate
families and loans to companies of which a director owns 10% or
more).
In the opinion of management, all of such loans were made in the
ordinary course of business of the Bank on substantially the same
terms, including interest rates and collateral requirements, as those
then prevailing for comparable transactions with other persons, and
did not involve more than the normal risk of collectibility or
present other unfavorable features.
10
<PAGE>
PROPOSAL 2.
RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS
On recommendation of the Audit Committee, the Board of Directors has
approved KPMG Peat Marwick LLP, independent accountants, to audit the
books, records and accounts of the Company and the Bank for the year
ending December 31, 1996. In accordance with a resolution of the Board
of Directors, this selection is being presented to the stockholders for
ratification or rejection at the Annual Meeting.
KPMG Peat Marwick LLP will audit the consolidated balance sheet as
of the end of the fiscal year and related consolidated statements of
income, and changes in stockholders' equity and cash flows for the
year in accordance with generally accepted auditing standards. The
accounting firm also is responsible for the preparation of the
Company's consolidated state and federal income tax returns. The
Company has been advised by KPMG Peat Marwick LLP that it has no
material direct financial interest or any material indirect financial
interest in the Company other than that arising from the firm's
employment as independent accountants. It is expected that a
representative of KPMG Peat Marwick LLP will attend the Annual
Meeting and will have the opportunity to make a statement and be
available to respond to appropriate questions.
On March 5, 1996, the Company notified Price Waterhouse LLP that
Price Waterhouse LLP was dismissed as the Company's independent
accountants for the fiscal year ending December 31, 1996. Since that
date, Price Waterhouse LLP has completed its audit of the Company's
financial statements as of December 31, 1995, and for the year then
ended. Price Waterhouse LLP has assisted the Company in meeting its
1995 income tax reporting obligations. The decision to dismiss Price
Waterhouse LLP as the Company's independent accountants for the year
ending December 31, 1996 was approved by the Board of Directors of the
Company upon the recommendation of the Audit Committee of the Board of
Directors.
The reports of Price Waterhouse LLP on the financial statements of
the Company for the fiscal years ended December 31, 1995 and 1994 did
not contain an adverse opinion or a disclaimer of opinion, and such
reports were not qualified or modified as to uncertainty, audit scope or
accounting principles.
During the fiscal years ended December 31, 1995 and 1994 and the
period from January 1, 1996 through March 5, 1996, there were no
disagreements with Price Waterhouse LLP on any matter of accounting
principles or practices, financial statement disclosure, or auditing
scope or procedures, which disagreement, if not resolved to the
satisfaction of Price Waterhouse LLP, would have caused Price Waterhouse
LLP to make a reference to the subject matter of the disagreement in its
report on the financial statements for such years.
During the fiscal years ended December 31, 1995 and 1994 and the
period from January 1, 1996 through March 5, 1996, there were no
"reportable events" as defined in Item 304(a)(1)(v) of Regulation S-K
except as set forth below.
11
<PAGE>
On August 25, 1995 the Audit Committee of the Company concluded its
investigation of accounting errors and irregularities which were
initially discovered in July 1995. Based upon the findings of the
investigation, the Board of Directors of the Company has concluded that
the errors and irregularities resulted from the activities of a former
employee who manipulated records and circumvented controls. The results
of such actions required the restatement of financial statements for the
years ended December 31, 1992 through 1994. In connection with such
restatements, Price Waterhouse LLP identified certain material
weaknesses in the Company's internal controls. The material weaknesses
noted related to the lack of segregation of duties by a former officer
of the Company and lack of control over the input of entries into the
general ledger. Such matters were summarized and reported to the
Company's Audit Committee by Price Waterhouse LLP. The Company has
authorized Price Waterhouse LLP to respond to any and all inquiries by
its successor accountants concerning the subject matter of such
reportable event.
If the stockholders do not ratify the selection of KPMG Peat
Marwick LLP, the selection of independent accountants will be
reconsidered by the Board of Directors.
The Board of Directors recommends that you vote "FOR" Proposal 2.
12
<PAGE>
STOCKHOLDER PROPOSALS FOR 1997 ANNUAL MEETING
Any stockholder who intends to present a proposal at the Annual
Meeting of Stockholders to be held in 1997 is advised that, in order
for such proposal to be considered for inclusion in the Board of
Directors' proxy material for such meeting, the proposal must be
received by the Company at its principal executive office not later
than December 27, 1996, directed to Kevin E. Gage, President,
Hometown Bancorporation, Inc., 20 West Avenue, Darien, Connecticut
06820-1265. It is currently anticipated that the 1997 Annual Meeting
will be held in May 1997.
COSTS OF SOLICITATION
The Company will bear the cost of preparing, assembling and
mailing the notice, this Proxy Statement and the form of proxy for
the Annual Meeting. Solicitation of proxies will be primarily
through the use of the mails, but regular employees of the Company or
the Bank may solicit proxies by personal contact, by telephone or by
telegraph without additional remuneration therefor. Banks, brokerage
houses and other institutions, nominees or fiduciaries will be
notified and supplied with sufficient copies of proxies, proxy
soliciting material and annual reports in order to obtain
authorization for the execution of proxies by their beneficial
holders. The Company will, upon request, reimburse banks, brokerage
houses and other institutions, nominees and fiduciaries for their
reasonable expenses in forwarding proxy material to their beneficial
holders.
OTHER MATTERS
As of the date of this Proxy Statement, the Board of Directors
knows of no other matters to be voted upon at the Annual Meeting. If
any other matters properly come before the Annual Meeting, it is the
intention of the persons named in the enclosed proxy to vote said
proxy in accordance with their judgment on such matters.
13
<PAGE>
ANNUAL REPORT ON FORM 10-K
THE COMPANY, UPON WRITTEN REQUEST, WILL PROVIDE WITHOUT CHARGE TO
EACH PERSON ENTITLED TO VOTE AT THE ANNUAL MEETING A COPY OF ITS
ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1995,
INCLUDING THE FINANCIAL STATEMENTS AND SCHEDULES THERETO, FOR THE
COMPANY'S MOST RECENT FISCAL YEAR. WRITTEN REQUESTS MUST BE DIRECTED
TO:
Mr. Kevin E. Gage, President and Chief Executive Officer
Hometown Bancorporation, Inc.
20 West Avenue
Darien, Connecticut 06820-1265
COPIES OF SAID ANNUAL REPORT ON FORM 10-K WILL NOT INCLUDE THE
EXHIBITS THERETO, BUT WILL INCLUDE A LIST DESCRIBING SUCH EXHIBITS
NOT INCLUDED, COPIES OF WHICH WILL BE AVAILABLE AT A COST OF ONE
DOLLAR PER PAGE.
By Order of the Board of Directors
Kevin E. Gage
President and Chief Executive Officer
Darien, Connecticut
April 26, 1996
14
<PAGE>
APPENDIX A
HOMETOWN BANCORPORATION, INC.
PROXY SOLICITED ON BEHALF OF BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS OF
HOMETOWN BANCORPORATION, INC.
TO BE HELD ON JUNE 6, 1996
The undersigned hereby appoints Douglas D. Milne, III, Kevin E. Gage and
Albert T. Jaronczyk, and each of them, as proxies for the undersigned
with full powers of substitution to vote all shares of the Common Stock
of Hometown Bancorporation, Inc. (the "Company") which the undersigned
may be entitled to vote at the Annual Meeting of Stockholders of the
Company to be held at 20 West Avenue, Darien, Connecticut at
4:00 P.M., local time, on June 6, 1996, or at any adjournments thereof.
(TO BE SIGNED AND DATED ON REVERSE SIDE)
<PAGE>
1. The election of Directors:
FOR all nominees listed below WITHHOLD AUTHORITY to
(except as marked to the vote for all nominees
contrary) listed to the right
------ ------
Richard A. Allen, Malcolm Beinfield, Kevin E. Gage, Arnold H. Libner,
Joseph G. McIntyre, Jr., Douglas D. Milne, III, Etta M. Stanko, Peter L.
Truebner, Charles E. Waggner, Robert O. White.
(Instruction: To withhold authority to vote for any individual nominee,
write that nominee's name on the space provided below.)
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2. Proposal to ratify the appointment of KPMG Peat Marwick LLP as
independent accountants for the year ending December 31, 1996.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. In their discretion the proxies are authorized to vote upon
such other business as may properly come before the Annual
Meeting of Stockholders or any adjournments thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS SPECIFIED,
THIS PROXY WILL BE VOTED "FOR" THE NOMINEES NAMED ABOVE AND "FOR"
PROPOSAL 2.
The undersigned acknowledges receipt of the Notice of Annual Meeting and
Proxy Statement.
Signature
-----------------------
Signature
-----------------------
Dated:
-------------------------
Please sign exactly as your name(s) appear(s) hereon. When signing as
attorney, executor, administrator, trustee, guardian or for a
corporation, please give your full title as such. If shares are owned
jointly, both owners should sign.
To help our preparations for the Annual Meeting, please check here if
you plan to attend.
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PLEASE MARK, DATE AND SIGN THIS PROXY AND RETURN IT PROMPTLY IN THE
ENCLOSED ENVELOPE.
