<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION Proxy Statement Pursuant
to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / 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 240.14a-11(c) or 240.14a-12
HBANCORPORATION, INC.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
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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:
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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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[HBANCORPORATION, INC. LETTERHEAD]
September 26, 1997
Dear Fellow Stockholder:
On behalf of the Board of Directors and management of
HBancorporation, Inc. (the "Company"), I cordially invite you to attend the
Annual Meeting of Stockholders. The meeting will be held at 10:00 a.m. on
October 28, 1997 at the Elks Lodge located at 519 12th Street, Lawrenceville,
Illinois.
In addition to the annual stockholder vote on corporate business
items, the meeting will include management's report to you on the Company's
1997 financial and operating performance.
An important aspect of the meeting process is the stockholder vote on
corporate business items. I urge you to exercise your rights as a stockholder
to vote and participate in this process. This year stockholders are being
asked to vote on the election of two directors and the ratification of the
appointment of independent auditors. The Board of Directors unanimously
recommends that you vote for each of the proposals.
I encourage you to attend the meeting in person. Whether or not you
attend the meeting, I hope that you will read the enclosed Proxy Statement and
then complete, sign and date the enclosed proxy card and return it in the
postage prepaid envelope provided. This will save HBancorporation, Inc.
additional expense in soliciting proxies and will ensure that your shares are
represented. Please note that you may vote in person at the meeting even if
you have previously returned the proxy.
Thank you for your attention to this important matter.
Sincerely,
KEVIN J. KAVANAUGH
President and Chief Executive Officer
<PAGE>
HBancorporation, Inc.
619 12th Street
Lawrenceville, Illinois 62439
(618) 943-2515
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be Held on October 28, 1997
Notice is hereby given that the Annual Meeting of Stockholders (the
"Meeting") of HBancorporation, Inc. (the "Company") will be held at the Elks
Lodge located at 519 12th Street, Lawrenceville, Illinois at 10:00 a.m.,
Lawrenceville, Illinois time, on October 28, 1997.
A Proxy Card and a Proxy Statement for the Meeting are enclosed.
The Meeting is for the purpose of considering and acting upon:
1. The election of two directors of the Company;
2. The ratification of the appointment of Kemper CPA Group, L.L.C.,
as auditors of the Company for the fiscal year ending June 30,
1998;
and such other matters as may properly come before the Meeting, or any
adjournments thereof. The Board of Directors is not aware of any other
business to come before the Meeting.
Any action may be taken on the foregoing proposals at the Meeting on
the date specified above, or on any date or dates to which the Meeting may be
adjourned. Stockholders of record at the close of business on September 30,
1997 are the stockholders entitled to vote at the Meeting and any adjournments
thereof.
You are requested to complete and sign the enclosed form of proxy,
which is solicited on behalf of the Board of Directors, and to mail it
promptly in the enclosed envelope. The proxy will not be used if you attend
and vote at the Meeting in person.
BY ORDER OF THE BOARD OF DIRECTORS
Kevin J. Kavanaugh
President and Chief Executive Officer
Lawrenceville, Illinois
September 26, 1997
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IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES TO ENSURE A QUORUM AT THE MEETING. A SELF-
ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED
IF MAILED WITHIN THE UNITED STATES.
- --------------------------------------------------------------------------------
<PAGE>
PROXY STATEMENT
HBancorporation, Inc.
619 12th Street
Lawrenceville, Illinois 62439
(618) 943-2515
ANNUAL MEETING OF STOCKHOLDERS
October 28, 1997
This Proxy Statement is furnished in connection with the solicitation
on behalf of the Board of Directors of HBancorporation, Inc. (the "Company"),
the parent company of Heritage National Bank (the "Bank"), of proxies to be
used at the Annual Meeting of Stockholders of the Company (the "Meeting")
which will be held at the Elks Lodge located at 519 12th Street,
Lawrenceville, Illinois on October 28, 1997, at 10:00 a.m., Lawrenceville,
Illinois time, and all adjournments of the Meeting. The accompanying Notice of
Annual Meeting and this Proxy Statement are first being mailed to stockholders
on or about September 26, 1997.
At the Meeting, stockholders of the Company are being asked to
consider and vote upon the election of two directors and the ratification of
the appointment of Kemper CPA Group, L.L.C. as auditors for the Company.
Vote Required and Proxy Information
All shares of the Company's Common Stock, par value $.01 per share
(the "Common Stock"), represented at the Meeting by properly executed proxies
received prior to or at the Meeting, and not revoked, will be voted at the
Meeting in accordance with the instructions thereon. If no instructions are
indicated, properly executed proxies will be voted for the director nominee
and the proposals set forth in this Proxy Statement. The Company does not know
of any matters, other than as described in the Notice of Annual Meeting, that
are to come before the Meeting. If any other matters are properly presented at
the Meeting for action, the persons named in the enclosed form of proxy and
acting thereunder will have the discretion to vote on such matters in
accordance with their best judgment.
The directors shall be elected by a plurality of the votes present in
person or represented by proxy at the Meeting and entitled to vote on the
election of directors. The appointment of Kemper CPA Group, L.L.C. as
independent auditors requires the affirmative vote of a majority of shares
present in person or represented by proxy at the Meeting and entitled to vote
on the matter. Proxies marked to abstain with respect to a proposal have the
same effect as votes against the proposal. Broker non-votes have no effect on
the vote. One-third of the shares of the Common Stock, present in person or
represented by proxy, shall constitute a quorum for purposes of the Meeting.
Abstentions and broker non-votes are counted for purposes of determining a
quorum.
A proxy given pursuant to the solicitation may be revoked at any time
before it is voted. Proxies may be revoked by: (i) filing with the Secretary
of the Company at or before the Meeting a written notice of revocation bearing
a later date than the proxy, (ii) duly executing a subsequent proxy relating
to the same shares and delivering it to the Secretary of the Company at or
before the Meeting, or (iii) attending the Meeting and voting in person
(although attendance at the Meeting will not in and of itself constitute
revocation of a proxy). Any written notice revoking a proxy should be
delivered to Secretary, HBancorporation, Inc., 619 12th Street, Lawrenceville,
Illinois 62439.
Voting Securities and Certain Holders Thereof
Stockholders of record as of the close of business on September 12,
1997 will be entitled to one vote for each share of Common Stock then held. As
of that date, the Company had 464,060 shares of Common Stock issued and
outstanding. The following table sets forth information regarding share
ownership of those persons or entities known by management to beneficially own
more than five percent of the Common Stock and all directors and executive
officers of the Company and the Bank as a group.
<PAGE>
<TABLE>
<CAPTION>
Shares
Beneficially Percent
Beneficial Owner Owned of Class
- --------------------------------------------------- ------------ --------
<S> <C> <C>
HBancorporation, Inc. Employee Stock Ownership Plan
619 12th Street
Lawrenceville, Illinois 62439 39,465(1) 8.5%
Kevin J. Kavanaugh
President and Chief Executive Officer
HBancorporation, Inc.
619 12th Street
Lawrenceville, Illinois 62439 28,994 6.2
Jeffrey S. Halis
500 Park Avenue
Fifth Floor
New York, New York 10022(3) 49,000 10.6
Santa Monica Partners, L.P.
2 Madison Avenue
Larchmont, New York 10538(4) 32,350 7.0
Directors and executive officers of the Company
and the Bank, as a group (6 persons) 90,794(2) 19.6
</TABLE>
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(1) The amount reported represents shares held by the Employee Stock
Ownership Plan ("ESOP"), 6,006 of which have been allocated to accounts
of participants. First Bankers Trust Company, N.A., Quincy, Illinois, the
trustee of the ESOP, may be deemed to beneficially own the shares held by
the ESOP which have not been allocated to accounts of participants.
Participants in the ESOP are entitled to instruct the trustee as to the
voting of shares allocated to their accounts under the ESOP. Unallocated
shares held in the ESOP's suspense account or allocated shares for which
no voting instructions are received are voted by the trustee in the same
proportion as allocated shares voted by participants.
(2) Amount includes shares held directly, as well as shares held jointly with
family members, shares held in retirement accounts, shares allocated to
the ESOP accounts of the group members, held in a fiduciary capacity or
by certain family members, with respect to which shares the group members
may be deemed to have sole voting and/or investment power.
(3) As reported on Schedule 13D dated April 1, 1997.
(4) As reported on Schedule 13D dated May 10, 1997.
PROPOSAL I - ELECTION OF DIRECTORS
The Company's Board of Directors is presently composed of six
members, each of whom is also a director of the Bank. Directors of the Company
are generally elected to serve for a three-year term or until their respective
successors shall have been elected and shall qualify. Approximately one-third
of the directors are elected annually.
The following table sets forth certain information regarding the
Company's Board of Directors, including their terms of office and the nominees
for election as directors. It is intended that the proxies solicited on behalf
of the Board of Directors (other than proxies in which the vote is withheld as
to the nominees) will be voted at the Meeting for the election of the nominees
identified in the following table. If such nominees are unable to serve, the
shares represented
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by all such proxies will be voted for the election of such substitutes as the
Board of Directors may recommend. At this time, the Board of Directors knows
of no reason why the nominees might be unable to serve, if elected. Except as
described herein, there are no arrangements or understandings between any
director or nominee and any other person pursuant to which such director or
nominee was selected.
<TABLE>
<CAPTION>
Shares of Common
Term Stock Beneficially Percent
Director to Owned at of
Name Age Position(s) Held Since(1) Expire September 12, 1997(2) Class
- ------------------------------ --- ---------------- ---------- ------ --------------------- ------
NOMINEES
--------
<S> <C> <C> <C> <C> <C> <C>
John H. White 69 Director 1979 2000 11,700 2.5%
L. Patrick Kavanaugh 62 Director 1995 2000 16,700 3.6
DIRECTORS CONTINUING IN OFFICE
------------------------------
Kevin J. Kavanaugh 43 Chairman of the
Board, President and
Chief Executive 1987 1998 28,994 6.2
Officer
Mary E. Denison 75 Director 1954 1998 11,700 2.5
Robert R. Ernst 74 Director 1983 1999 6,700 1.4
Henry J. DeBuisseret, Jr.(3) 51 Director 1997 1999 15,000 3.2
</TABLE>
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(1) Includes service as a director of the Bank.
(2) Includes shares held directly, as well as, shares held in retirement
accounts, shares allocated to the ESOP accounts of certain of the named
persons, held by certain members of the named individuals' families, or
held by trusts of which the named individual is a trustee or substantial
beneficiary, with respect to which shares the named individuals may be
deemed to have sole voting and/or investment power.
(3) Mr. DeBuisseret was appointed to the Board of Directors on September 8,
1997, to fill the vacancy caused by the untimely death of Director James
W. Steed.
The business experience of each director and director nominee is set
forth below. All directors have held their present positions for at least the
past five years, except as otherwise indicated.
John H. White. Mr. White is currently retired. From 1942 to his
retirement, Mr. White was owner of White Construction Company, Lawrenceville,
Illinois.
L. Patrick Kavanaugh. Mr. Kavanaugh is Chairman and Vice President of
Emulsion, Inc., a position he has held since 1951. Mr. Kavanaugh is the uncle
of Kevin J. Kavanaugh.
Kevin J. Kavanaugh. Mr. Kavanaugh is President and Chief Executive
Officer of the Company and the Bank. He has held his positions with the
Company since its formation in 1995 and with the Bank since 1983. Mr.
Kavanaugh is the nephew of L. Patrick Kavanaugh.
Mary E. Denison. Ms. Denison is currently retired. From 1957 to her
retirement in 1983, Ms. Denison served as the Managing Officer of the Bank.
3
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Robert R. Ernst. Mr. Ernst is currently retired. From 1941 to his
retirement, Mr. Ernst was employed by Marathon Pipeline and Marathon Oil
Company. At the time of his retirement, Mr. Ernst was the general foreman of
the Tri-State Region of Marathon Pipeline.
Henry J. DeBuisseret, Jr. Since 1982, Mr. DeBuisseret has been the
owner of HJD Farms and Fort Knox Incorporated Liquor Stores.
There are no executive officers of the Bank that are not also
directors of the Bank.
Board of Directors' Meetings and Committees
Board and Committee Meetings of the Company. Meetings of the
Company's Board of Directors are generally held on a monthly basis. The Board
of Directors of the Company held 12 meetings during the year ended June 30,
1997. No incumbent director attended fewer than 75% of the total number of
meetings held by the Board of Directors and by all committees of the Board of
Directors on which he served during the year, except for Mr. DeBuisseret who
became a director on September 8, 1997.
The Board of Directors of the Company has standing Audit of Finance
and Compensation Committees.
The Audit of Finance Committee is composed of all outside Directors
to review the Bank's annual audit report prepared by the Bank's independent
auditors. The review includes a detailed discussion with the auditors before
and after the issuance of the annual audit report, and a recommendation to the
full board concerning any action to be taken with respect to the audit. This
committee held one meeting in fiscal 1997.
The Compensation Committee establishes the Company's compensation
policies and reviews compensation matters. The current members of this
Committee are Directors DeBuisseret, Denison and L.P. Kavanaugh. The committee
held one meeting during fiscal 1997.
The entire Board of Directors acts as the Nominating Committee to
select candidates for membership in the Company's Board.
Board and Committee Meetings of the Bank. The Bank's Board of
Directors meets at least monthly. During the fiscal year ended June 30, 1997,
the Board of Directors held 12 meetings. No director attended fewer than 75%
of the total meetings of the Board of Directors and committees on which such
Board member served during this period.
The Bank has standing Appraisal and Executive, Investment,
Advertising, Purchasing Audit of Finance and Compensation Committees.
The Appraisal and Executive Committee, composed of Directors White,
DeBuisseret and K. Kavanaugh reviews appraisal policies and procedures, and
meets as needed to act on matters which require attention between meetings of
the Board of Directors and possesses the powers of the full Board of Directors
between meetings of the Board. This committee met 12 times during fiscal 1997.
The Investment Committee, composed of Directors K. Kavanaugh, White,
Ernst and Denison reviews investment policies and procedures. This committee
met 12 times during fiscal 1997.
The Advertising Committee, composed of Directors Denison, L.P.
Kavanaugh, K. Kavanaugh and Ernst reviews the Bank's advertising budget. This
committee met 12 times during fiscal 1997.
The Purchasing Committee, composed of Directors DeBuisseret, White,
Denison, L.P. Kavanaugh and K. Kavanaugh reviews and approves major purchases
by the Bank. This Committee met 12 times during fiscal 1997.
The Audit of Finance Committee is composed of all outside Directors
to review the Bank's annual audit report prepared by the Bank's independent
auditors. The review includes a detailed discussion with the auditors before
and after the issuance of the annual audit report, and a recommendation to the
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full board concerning any action to be taken with respect to the audit. This
committee held one meeting in fiscal 1997.
The Compensation Committee establishes the Bank's compensation
policies and reviews compensation matters. The current members of this
Committee are Directors DeBuisseret, Denison and L.P. Kavanaugh. The committee
held one meeting during fiscal 1997.
The entire Board of Directors acts as the Nominating Committee to
select candidates for membership in the Bank's Board of Directors.
Director Compensation
The Board of Directors of the Company are paid a fee of $300 for
attendance at the Company's Annual Meeting. Compensation of the Bank's
directors is described below.
Each director of the Bank is currently paid a fee of $300 for each
regular or special meeting attended. Directors do not receive compensation for
committee participation.
Executive Compensation
The Company has not paid any compensation to its executive officers
since its formation. The Company does not presently anticipate paying any
compensation to such persons until it becomes actively involved in the
operation or acquisition of businesses other than the Bank.
The following table sets forth information concerning the
compensation paid or accrued by the Bank for services rendered by the Bank's
Chief Executive Officer. No executive officer of the Bank had aggregate
compensation (salary plus bonus) in excess of $100,000 in fiscal 1997.
<TABLE>
<CAPTION>
Summary Compensation Table
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Long-Term Compensation
Annual Compensation Awards
- ------------------------------------------------------------------------- ------------------------
Other Annual Restricted All Other
Fiscal Salary Bonus Compensation Stock Options/ Compensation
Name and Principal Position Year ($)(1) ($) ($) Award ($) SARs (#) ($)
--------------------------- ---- ------ --- --- --------- -------- ---
<S> <C> <C> <C> <C> <C> <C> <C>
Kevin J. Kavanaugh, President 1997 $80,191 $15,512 $ --- 78,000(2) 12,500 $ 2,501(3)
and Chief 1996 $75,924 $ 7,051 $ --- --- --- $14,285(4)
Executive Officer 1995 $74,591 $ 8,280 $ --- --- --- $14,210(5)
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
______________________
(1) Includes $3,600 in fees received as a director in fiscal years 1996 and
1995, and $3,900 as a directors in fiscal year 1997.
(2) As of September 12, 1997, the value of the 6,000 shares of Common Stock
awarded to Mr. K. Kavanaugh under the Company's Recognition and Retention
Plan, based upon the average of the closing bid and asked price of $13.00
per share of the Common Stock as reported on the "pink sheets" published
by National Quotation Bureau, Inc. on such date.
(3) Includes $2,501 of life, health and disability insurance premiums paid by
the Bank.
(4) Includes $2,319 of life, health and disability premiums paid by the Bank
and $11,891 paid by the Bank in discretionary contributions pursuant to
the Bank's Simplified Employee Pension.
(5) Includes $2,379 of life, health and disability premiums paid by the Bank
and $11,906 paid by the Bank in discretionary contributions pursuant to
the Bank's Simplified Employee Pension.
5
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The following table provides information regarding stock options. No
Stock Appreciation Rights ("SARs") were granted during fiscal 1997.
<TABLE>
<CAPTION>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
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Individual Grants
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% of Total
Options Exercise
Options Granted to or Base
Granted Employees Price Expiration
Name (#) in Fiscal Year ($/Sh) Date
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<S> <C> <C> <C> <C>
Kevin J. Kavanaugh 12,500 100% $13.00 4/28/2007
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</TABLE>
The following table provides information as to the value of the
options held by the Company's Chief Executive Officer on June 30, 1997, none
of which have been exercised. No stock appreciation rights were granted during
fiscal 1997.
<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FY-END
OPTION VALUES
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Value of
Number of Unexercised
Unexercised In-the-Money
Options at Options at
FY-End (#)(1) FY-End ($)(2)
--------------------------------------------------------------
Shares
Acquired Value
on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
Name (#) ($) (#) (#) ($) ($)
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Kevin J. Kavanaugh --- $--- --- 12,500 $--- $39,063
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
_____________
(1) Represents options to purchase Common Stock awarded to the Company's
Chief Executive Officer. The option vests in five equal annual
installments. The first installment vested on January 15, 1997, and
the remaining installments to vest equally on January 15, 1998, 1999,
2000 and 2001.
(2) Represents the aggregate market value (market price of the Common
Stock less the exercise price) of the option granted based upon the
average of the closing bid and the asked price of $16.125 per share
of the Common Stock on September 12, 1997, as reported on the "pink
sheets" published by the National Quotation Bureau, Inc.
Employment Agreement
The Bank has entered into an employment agreement with President
Kavanaugh. The employment agreement is designed to assist the Bank in
maintaining a stable and competent management team. The continued success of
the Bank depends to a significant degree on the skills and competence of its
officers. The employment agreement provides for an annual base salary in an
amount not less than the employee's current salary and an initial term of
three years. The agreement provides for extensions of one year, in addition to
the then-remaining term under the agreement, on each anniversary of the
effective date of the agreement, subject to a formal performance evaluation
performed by disinterested members of the Board of Directors of the Bank. The
agreement provides for termination upon the employee's death,
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for cause or in certain events specified by the agreement. The employment
agreement is terminable by the employee upon 90 days' notice to the Bank.
The employment agreement provides for continued health benefits for
the remaining term of the agreement and payment to the employee of 299% of the
employee's base amount of compensation in the event there is a "change in
control" of the Bank where employment terminates involuntarily in connection
with such change in control or within 12 months thereafter. This termination
payment is subject to reduction in order to avoid certain adverse tax
consequences. For the purposes of the employment agreement, a "change in
control" is defined as including any event which would require the filing of
an application for acquisition of control or notice of change in control
pursuant to federal law or regulation. Such events are generally triggered
prior to the acquisition or control of 10% of the Common Stock. The agreement
guarantees participation in an equitable manner in employee benefits
applicable to executive personnel.
Based on his current salary, if Mr. Kavanaugh's employment had been
terminated as of June 30, 1997, under circumstances entitling him to severance
pay as described above, he would have been entitled to receive a lump sum cash
payment of approximately $286,000.
Certain Transactions
The Bank has followed a policy of granting loans to officers,
directors and employees. Loans to directors and executive officers are made in
the ordinary course of business and on the same terms and conditions as those
of comparable transactions with the general public prevailing at the time, in
accordance with the Bank's underwriting guidelines, and do not involve more
than the normal risk of collectibility or present other unfavorable features.
All loans by the Bank to its directors and executive officers are
subject to OCC regulations restricting loan and other transactions with
affiliated persons of the Bank. Federal law currently requires that all loans
to directors and executive officers be made on terms and conditions comparable
to those for similar transactions with non-affiliates. Loans to all directors,
executive officers, employees and their associates totaled $143,000 at June
30, 1997, which was 1.7% of the Bank's equity capital at that date. There were
no loans outstanding to any director, executive officer or their affiliates at
preferential rates or terms which in the aggregate exceeded $60,000 during the
three years ended June 30, 1997. All loans to directors and officers were
performing in accordance with their terms at June 30, 1997.
PROPOSAL II - RATIFICATION OF APPOINTMENT OF AUDITORS
The Board of Directors of the Company has appointed Kemper CPA Group,
L.L.C., independent accountants, to be the Company's auditors for the fiscal
year ending June 30, 1998. Representatives of Kemper CPA Group, L.L.C., are
expected to attend the Meeting to respond to appropriate questions and to make
a statement if they so desire.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE
RATIFICATION OF THE APPOINTMENT OF KEMPER CPA GROUP, L.L.C., AS THE COMPANY'S
AUDITORS FOR THE FISCAL YEAR ENDING JUNE 30, 1998.
STOCKHOLDER PROPOSALS
In order to be eligible for inclusion in the Company's proxy
materials for the next annual meeting of stockholders, any stockholder
proposal to take action at such meeting must be received at the Company's
office located at 619 12th Street, Lawrenceville, Illinois 62439, no later
than May 29, 1998. Any such proposal shall be subject to the requirements of
the proxy rules adopted under the Exchange Act.
7
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OTHER MATTERS
The Board of Directors is not aware of any business to come before
the Meeting other than those matters described above in this Proxy Statement.
However, if any other matter should properly come before the Meeting, it is
intended that holders of the proxies will act in accordance with their best
judgment.
The cost of solicitation of proxies will be borne by the Company. The
Company will reimburse brokerage firms and other custodians, nominees and
fiduciaries for reasonable expenses incurred by them in sending proxy
materials to the beneficial owners of Common Stock. In addition to
solicitation by mail, directors, officers and regular employees of the Company
and/or the Bank may solicit proxies personally or by telegraph or telephone
without additional compensation.
Lawrenceville, Illinois
September 26, 1997
8
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REVOCABLE PROXY REVOCABLE PROXY
HBancorporation, Inc.
ANNUAL MEETING OF STOCKHOLDERS
October 28, 1997
The undersigned hereby appoints the Board of Directors of
Hbancorporation, Inc. (the "Company"), with full powers of substitution, to
act as attorneys and proxies for the undersigned to vote all shares of capital
stock of the Company which the undersigned is entitled to vote at the Annual
Meeting of Stockholders (the "Meeting") to be held at the Elks Lodge located
at 519 12th Street, Lawrenceville, Illinois, on October 28, 1997 at 10:00 a.m.
and at any and all adjournments and postponements thereof.
I. The election as directors of all nominees listed below (except as marked
to the contrary)
/ / FOR / / VOTE WITHHELD
INSTRUCTION: To withhold your vote for any individual nominee,
strike a line in that nominee's name below.
JOHN H. WHITE AND L. PATRICK KAVANAUGH
II. The ratification of the appointment of Kemper CPA Group, L.L.C. as
auditors of the Company for the fiscal year ending June 30, 1998.
/ / FOR / / AGAINST / / ABSTAIN
In their discretion, the proxies are authorized to vote on any other
business that may properly come before the Meeting or any adjournment or
postponement thereof.
- --------------------------------------------------------------------------------
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE
SPECIFIED, THIS PROXY WILL BE VOTED FOR EACH OF THE PROPOSALS AND THE NOMINEE
LISTED ABOVE. IF ANY OTHER BUSINESS IS PRESENTED AT THE MEETING, THIS PROXY
WILL BE VOTED BY THOSE NAMED IN THIS PROXY IN THEIR BEST JUDGMENT. AT THE
PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE
PRESENTED AT THE MEETING.
- --------------------------------------------------------------------------------
The Board of Directors recommends a vote "FOR"
each of the proposals and the election of
the nominees listed above.
(Continued and to be SIGNED on Reverse Side)
<PAGE>
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Should the undersigned be present and choose to vote at the Meeting or
at any adjournments or postponements thereof, and after notification to the
Secretary of the Company at the Meeting of the stockholder's decision to
terminate this proxy, then the power of such attorneys or proxies shall be
deemed terminated and of no further force and effect. This proxy may also be
revoked by filing a written notice of revocation with the Secretary of the
Company or by duly executing a proxy bearing a later date.
The undersigned acknowledges receipt from the Company, prior to the
execution of this proxy, of notice of the Meeting, a Proxy Statement and an
Annual Report to Stockholders.
Dated:____________ , 1997 _________________________________
Signature of Stockholder
_________________________________
Signature of Stockholder
Please sign exactly as your name(s)
Appear(s) to the left. When signing
as attorney, executor, administrator,
trustee or guardian, please give your
full title. If shares are held
jointly, each holder should sign.
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PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE
ENCLOSED POSTAGE-PAID ENVELOPE
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