<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
[X] Definitive Proxy Statement RULE 14a-6(e)(2))
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
HOME PORT BANCORP, INC.
------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
HOME PORT BANCORP, INC.
------------------------------------------------------------------------
(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:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
Notes:
<PAGE>
HOME PORT BANCORP, INC.
April 18, 1996
Dear Stockholder:
We cordially invite you to attend the Annual Meeting of the Stockholders of
Home Port Bancorp, Inc. (the "Corporation") to be held at the Wauwinet Inn,
Nantucket, Massachusetts, on Monday, May 13, 1996, at 10:00 a.m.
The attached Notice of Annual Meeting and Proxy Statement describe the formal
business to be transacted at the meeting. During the meeting, we will also
report on the operations of the Corporation. Directors and officers of the
Corporation as well as representatives of KPMG Peat Marwick LLP, the
Corporation's independent auditors, will be present to respond to any questions
stockholders may have.
ON BEHALF OF THE BOARD OF DIRECTORS, WE URGE YOU TO SIGN, DATE AND RETURN THE
ENCLOSED PROXY CARD AS SOON AS POSSIBLE EVEN IF YOU CURRENTLY PLAN TO ATTEND THE
ANNUAL MEETING. This will not prevent you from voting in person but will assure
that your vote is counted if you are unable to attend the meeting. Your vote is
important, regardless of the number of shares you own.
Sincerely,
Karl L. Meyer
Chairman of the Board
<PAGE>
HOME PORT BANCORP, INC.
104 PLEASANT STREET
NANTUCKET, MASSACHUSETTS 02554
(508) 228-0580
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 13, 1996
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Home Port
Bancorp, Inc. (the "Corporation") will be held at the Wauwinet Inn, Nantucket,
Massachusetts on Monday, May 13, 1996, at 10:00 a.m. (the "Meeting") to consider
and act upon the following matters:
1. To elect two (2) Directors;
2. To ratify the action of the Directors in selecting KPMG Peat
Marwick LLP as auditors for the Corporation; and
3. To transact such other business as may properly come before the
Meeting or any adjournments thereof.
Any action may be taken on any one of the foregoing proposals at the Meeting on
the date specified above, or on any date or dates to which, by original or later
adjournment, the Meeting may be adjourned. Pursuant to the By-laws, the Board
of Directors has fixed the close of business on April 10, 1996, as the record
date for determination of the stockholders entitled to vote at the Meeting and
any adjournments thereof.
You are requested to fill in and sign the enclosed form of proxy which is
solicited by 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 or if you revoke the proxy prior to the Meeting.
BY ORDER OF THE BOARD OF DIRECTORS
ROBERT J. MCKAY
SECRETARY
Nantucket, Massachusetts
April 18, 1996
IMPORTANT: THE PROMPT RETURN OF YOUR PROXY WILL SAVE YOUR CORPORATION THE
EXPENSE OF FURTHER REQUESTS FOR PROXIES IN ORDER TO OBTAIN A QUORUM. AN
ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED IF
THE ENVELOPE IS MAILED IN THE UNITED STATES.
<PAGE>
PROXY STATEMENT
OF
HOME PORT BANCORP, INC.
104 PLEASANT STREET
NANTUCKET, MASSACHUSETTS 02554
(508) 228-0580
ANNUAL MEETING OF STOCKHOLDERS
MAY 13, 1996
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Home Port Bancorp, Inc. (hereinafter called
the "Corporation"), the holding company of Nantucket Bank (hereinafter called
the "Bank"), to be used at the Annual Meeting of Stockholders of the Corporation
(hereinafter called the "Meeting") which will be held at the Wauwinet Inn,
Nantucket, Massachusetts, on Monday, May 13, 1996 at 10:00 a.m. The
accompanying notice of meeting and this Proxy Statement are being first mailed
to stockholders on or about April 18, 1996.
REVOCATION OF PROXIES
---------------------
Any stockholder who executes a proxy retains the right to revoke it at any
time prior to the Meeting. Unless revoked, the shares represented by such a
proxy will be voted at the Meeting and all adjournments thereof. A proxy may be
revoked by sending written notice prior to the Meeting to the Secretary of the
Corporation at the address shown above or by the filing of a later proxy prior
to a vote being taken on a particular proposal at the Meeting. A proxy given by
a stockholder will not be voted if the stockholder attends the Meeting and votes
in person. Proxies solicited by the Board of Directors of the Corporation will
be voted in accordance with the directions given therein. Where no instructions
are indicated, proxies will be voted for the nominees for Directors set forth
below and for the ratification of the selection of KPMG Peat Marwick LLP as the
Corporation's auditors. The form of proxy confers discretionary authority on
the persons named therein to vote on all matters which properly come before the
Meeting to the fullest extent permitted by applicable laws and regulations. The
Board of Directors is not aware of any other business that may come before the
Meeting.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
-----------------------------------------------
Stockholders of record as of the close of business on April 10, 1996 are
entitled to one vote for each share then held. As of April 10, 1996, the
Corporation had 1,841,890 shares of common stock issued and outstanding (the
"Common Stock").
The following table sets forth, as of March 21, 1996, the shares of Common
Stock beneficially owned by each Director of the Corporation, each executive
officer named in the Summary Compensation Table, all executive officers and
Directors as a group, and each person who was the beneficial owner of more than
5% of the Corporation's Common Stock, based on information supplied by its
transfer agent and filings made with the Securities and Exchange Commission
pursuant to the Securities Exchange Act of 1934. Persons and groups owning in
excess of 5% of the Corporation's Common Stock are required to file certain
reports regarding such ownership pursuant to the Securities Exchange Act of
1934.
<PAGE>
<TABLE>
<CAPTION>
Name and Address Amount and Nature of Percent of Shares of
of Beneficial Owners Beneficial Ownership Common Stock Outstanding
- -------------------- --------------------- -------------------------
<S> <C> <C>
Karl L. Meyer 171,750 (1) 9.33%
Director, President and CEO
75 West Brother Drive
Greenwich, CT 06830
William P. Hourihan, Jr. 28,228 (2) 1.53%
Director and Vice President
16 Hawthorne Lane
Nantucket, MA 02554
Philip W. Read 748 *
Director
14 Sherburne Turnpike
Nantucket, MA 02554-3422
Charles F. DiGiovanna 8,000 *
Director
64 West Brother Drive
Greenwich, CT 06830
Charles H. Jones, Jr. 110,000 (3) 5.97%
Director
P.O. Box 441
Rumson, NJ 07760
Daniel D. McCarthy 26,500 1.44%
Director
5 Glenwood Road
Rockville Centre, NY 11570
Robert J. McKay 4,000 *
Director and Secretary
7 Stanwich Road
Greenwich, CT 06830
Daniel P. Neath 8,386 *
Vice President
All Executive Officers and
Directors as a group (9 ---------- -------
persons) 357,612 19.42%
Ruane, Cunniff & Co., Inc. (4) 102,700 5.59%
1370 Avenue of the Americas
New York, NY 10014
</TABLE>
-2-
<PAGE>
<TABLE>
<S> <C> <C>
Edge Partners, L.P. (4) 110,000 5.97%
P.O. Box 7511
1129 Broad Street
Shrewsbury, NY 07702
The Employees Retirement
Plan of Consolidated
Electrical Distributors, Inc. (4) 150,000 8.14%
1516 Pontius Avenue
Los Angeles, CA 90025
</TABLE>
* = less than 1%
- ---------------------
(1) Includes certain shares of Common Stock owned by Mr. Meyer jointly with his
spouse, or by Mr. Meyer as a custodian or trustee for his children, over
which shares Mr. Meyer effectively exercises sole or shared voting and
investment power.
(2) Includes certain shares of Common Stock owned by Mr. Hourihan's spouse.
(3) These shares are owned by Edge Partners, L.P., a partnership in which Mr.
Jones is a partner.
(4) Based solely on filings made by the person, entity or group with the
Securities and Exchange Commission.
PROPOSAL I - ELECTION OF DIRECTORS
----------------------------------
The Corporation's Board of Directors is currently composed of seven
members. The Corporation's Certificate of Incorporation provides for three
classes of Directors to be elected for terms of three years, approximately one-
third of whom are to be elected annually.
Two Class III Directors will be elected at the Annual Meeting, each to
serve for a three-year period or until their respective successors have been
elected and qualified. The Board of Directors has nominated to serve as Class
III Directors Charles F. DiGiovanna and Philip W. Read, each of whom is
currently a member of the Board. The Directors recommend a vote "FOR" the
nominees for Class III Directors. It is intended that the persons named in the
proxies solicited by the Board will vote "FOR" the election of the named
nominees unless contrary instruction is given. If any nominee is unable to
serve, the shares represented by all valid proxies will be voted for the
election of such substitute as the Board of Directors may recommend. At this
time, the Board knows of no reason why any nominee might be unavailable to
serve.
The following table sets forth for each nominee, and for each Director
continuing in office, his name, age, and the year of expiration of his proposed
or current term as a Director.
The Certificate of Incorporation does not provide for cumulative voting,
and a simple majority of the shares present, entitled to vote and voting in
person or by proxy may elect Directors.
-3-
<PAGE>
<TABLE>
<CAPTION>
YEAR
FIRST CURRENT POSITION
AGE AT ELECTED TERM TO WITH
NAME 12/31/95 DIRECTOR EXPIRE CORPORATION
- ---- -------- -------- ------- -----------
BOARD NOMINEES FOR TERM TO EXPIRE IN 1996
CLASS III
---------
<S> <C> <C> <C> <C>
Charles F. DiGiovanna 55 1992 1996
Philip W. Read 59 1987 1996 Chairman of the Board
of the Bank
<CAPTION>
DIRECTORS CONTINUING IN OFFICE
CLASS I
-------
<S> <C> <C> <C> <C>
William P. Hourihan, Jr. 48 1987 1997 Vice President, and
Director and President
of the Bank
Karl L. Meyer 58 1991 1997 Chief Executive Officer,
Chairman and President
<CAPTION>
CLASS II
--------
<S> <C> <C> <C> <C>
Charles H. Jones, Jr. 62 1992 1998
Daniel D. McCarthy 68 1992 1998
Robert J. McKay 63 1992 1998 Secretary
</TABLE>
- ------------------------
The principal occupation of each nominee and Director of the Corporation
for the last five years is set forth below.
Charles F. DiGiovanna has been the President and CEO of Continental Plastic
Container, Inc., a plastic container manufacturer, since 1991. From 1990 to
1991, Mr. DiGiovanna served as President of Consulting C.F.D., Inc., a market
consulting company. From 1985 to 1989, Mr. DiGiovanna served as President of
Darom Corporation, a telecommunications company.
William P. Hourihan, Jr. has been employed by the Bank since 1971. Since
October 2, 1992, he has served as President of the Bank, in which capacity he is
responsible for overseeing the Bank's operations.
Charles H. Jones, Jr. has been Managing Partner of Edge Partners L.P., an
investment company, since 1987. Mr. Jones is also a Director of Jefferson
Savings and Loan Association, F.A., a publicly-held savings and loan.
Daniel D. McCarthy has been a private investor and Director of First Long
Island Investors, an investment company, since 1984.
Robert J. McKay has been a principal of Robert J. McKay Associates, a
management consulting firm, since 1968.
Karl L. Meyer is a private investor. Mr. Meyer has served as Chairman of
the Board, Chief Executive Officer and President of the Corporation since July,
1992. Mr. Meyer also serves as managing director of Diogenes Management Company,
a company which provides investment advisory services to Diogenes Investments,
Ltd., a
-4-
<PAGE>
company which invests in a wide range of transactions in the tanker shipping
industry. From 1986 to 1989, Mr. Meyer was the Chairman of the Board and Chief
Executive Officer of Marine Transport Lines, Inc., a commercial shipping
company.
Philip W. Read has served as the President, General Manager and an owner of
Jared Coffin House, Inc., an inn and restaurant located on Nantucket, since
1966.
Meetings and Committees of the Board of Directors
-------------------------------------------------
The Board of Directors of the Corporation conducts its business through
meetings of the Board and its various committees. During the year ended
December 31, 1995, the Board of Directors held four (4) meetings. No current
Director of the Corporation attended fewer than 75% of the combined total
meetings of the Board of Directors and of each committee on which such Board
member served during this period.
The Corporation has an Executive Committee consisting of Directors
McCarthy, Meyer and Read. The Executive Committee meets as necessary, when the
full Board of Directors is unable to meet, and exercises general control and
supervision of all matters pertaining to the interests of the Corporation,
subject to the direction of the Board of Directors. All actions taken by the
Executive Committee are reviewed and ratified by the full Board of Directors at
the next regular Board meeting. During the year ended December 31, 1995, the
Executive Committee met once.
The Corporation has an Auditing Committee consisting of Directors McCarthy,
McKay and Read. The Auditing Committee meets a minimum of five (5) times per
year to review internal financial reports prepared by the management of the
Corporation and the Bank and financial and auditing reports of the independent
auditors. This committee held five (5) meetings during the year ended December
31, 1995.
The Corporation has a Nominating Committee consisting of Directors Jones,
DiGiovanna and Hourihan. The Nominating Committee meets at least once per year
to formulate a slate of Directors for presentation for election at the annual
meeting. While the Board of Directors will consider nominees recommended by
stockholders, it has not established any procedures for this purpose. The
Nominating Committee met once during 1995 to nominate the Directors to be voted
on at the Meeting.
The Corporation had an Investment Committee which consisted of Directors
Jones and McCarthy. The Investment Committee, which oversaw the Corporation's
investment portfolio, was dissolved in July 1995. The functions of the
Investment Committee are now being handled by the Executive Committee. The
Investment Committee met once in 1995.
The Corporation does not have a standing Compensation Committee. The
Corporation's principal subsidiary, the Bank, retains the responsibility for the
compensation of officers, Directors and employees of the Corporation and its
subsidiaries. The Bank must obtain prior written approval from the Corporation
to change the compensation paid to the Bank's three most highly compensated
executive officers, as well as any benefit plans, including any incentive bonus
plan, offered by the Bank. The Executive Committee of the Bank is responsible
for review and approval of senior officers' salaries and other compensation and
benefit programs. The Executive Committee of the Bank met two (2) times during
1995 in its capacity as the Compensation Committee.
DIRECTORS' COMPENSATION
-----------------------
Each Director of the Corporation, except for Mr. Meyer and Mr. Hourihan, is
paid an annual retainer of $5,000 and receives $1500 for each Board of Directors
meeting attended. Members of the Executive, Nominating, Auditing and
Compensation Committees, except Messrs. Meyer and Hourihan, receive $750 for
each committee meeting attended. Mr. Meyer is paid $1,000 monthly against
office expenses.
-5-
<PAGE>
EXECUTIVE COMPENSATION
----------------------
The following table sets forth for the fiscal years ended December 31,
1995, 1994 and 1993, certain information as to the compensation earned by the
Chief Executive Officer of the Corporation and the sole executive officer who
earned total salary and bonus in excess of $100,000 during the year ended
December 31, 1995 for services in all capacities to the Corporation and the
Bank.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
------------------------------------
SALARY
NAME AND PRINCIPAL POSITION YEAR ($)
- ------------------------------------ ---- --------
<S> <C> <C>
Karl L. Meyer....................... 1995 $ 61,750
Chairman, Chief Executive Officer 1994 $ 67,042
and President 1993 $ 39,200(1)
William P. Hourihan, Jr. 1995 $124,269
Vice President, and Director 1994 $ 99,412
and President of the Bank 1993 $ 89,174
- -----------------
</TABLE>
(1) Includes payment for the six month period July 1, 1993 to December 31, 1993
pursuant to an employment agreement which provides for an annual salary of
$50,000 to be paid to Mr. Meyer.
Transactions With Management
----------------------------
Certain directors and officers of the Bank have obtained loans from the
Bank. Such loans have been made in the ordinary course of business on
substantially the same terms, including interest rates and collateral, as those
prevailing at the time for comparable transactions with other persons. In the
opinion of management, such loans do not involve more than the normal risk of
collectability or present other unfavorable features.
Set forth below is certain information concerning loans made to Directors
and officers of the Bank, as well as their related business entities, who were
indebted to the Bank in an aggregate amount in excess of $60,000 at any time
during the year ended December 31, 1995.
<TABLE>
<CAPTION>
Date Loan Original Current Interest
Name Title of Loan Type Amount Balance Rate
- ----------------------------- --------------- --------- ----------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
John S. Conway Director 01/19/94 Mortgage $420,000 $ 40,508 7.000%
08/25/95 Mortgage $ 35,000 $ 34,327 10.500%
Philip W. Read Director (1) 09/29/93 Mortgage $125,000 $119,803 8.750%
06/23/93 Mortgage $185,000 $183,622 7.250%
Alvin S. Topham Director 09/25/87 Home Equity $100,000 $ 0 10.750%
08/11/95 Mortgage $110,000 $107,451 8.000%
Sheila O'Brien Egan Director 02/25/94 Mortgage $192,000 $175,897 6.750%
Donald G. Mitchell Senior 07/08/94 Home Imp. $ 20,000 $ 15,051 10.000%
Vice-President 07/08/94 Mortgage $144,000 $125,955 8.000%
John M. Sweeney Senior 09/28/95 Mortgage $165,000 $165,000 7.000%
Vice President
and CFO
</TABLE>
- ---------------------
(1) Mr. Read is also a Director of the Corporation.
-6-
<PAGE>
EXECUTIVE OFFICERS
The principal occupation of each executive officer of the Corporation for
the last five years is set forth below.
William P. Hourihan, Jr., 48, has been employed by the Bank since 1971.
Since October 2, 1992, he has served as President of the Bank, in which capacity
he is responsible for overseeing the Bank's operations.
Robert J. McKay, 63, has been a principal of Robert J. McKay Associates, a
management consulting firm, since 1968.
Karl L. Meyer, 58, is a private investor. Mr. Meyer has served as Chairman
of the Board, Chief Executive Officer and President of the Corporation since
July, 1992. Mr. Meyer also serves as managing director of Diogenes Management
Company, a company which provides investment advisory services to Diogenes
Investments, Ltd., a company which invests in a wide range of transactions in
the tanker shipping industry. From 1986 to 1989, Mr. Meyer was the Chairman of
the Board and Chief Executive Officer of Marine Transport Lines, Inc., a
commercial shipping company.
Daniel P. Neath, 59, has served as Vice President of the Corporation since
August 1988. Mr. Neath has also served as Vice President of the Bank since
April 1983.
John M. Sweeney, 40, has served as Vice President and Treasurer of the
Corporation, and Senior Vice President and Chief Financial Officer of the Bank,
since September 1995. From January 1995 to August 1995, Mr. Sweeney served as
Vice President of Citizens Bank of Massachusetts. From May 1989 to January
1995, Mr. Sweeney was Vice President and Controller of Quincy Savings Bank.
PROPOSAL II - RATIFICATION OF CHOICE OF INDEPENDENT AUDITORS
------------------------------------------------------------
The Board of Directors has selected KPMG Peat Marwick LLP, independent
auditors, to audit the financial statements of the Corporation for the 1996
fiscal year. In accordance with a resolution of the Board of Directors, this
selection is being presented to the stockholders for ratification at the
Meeting.
KPMG Peat Marwick LLP has no direct or indirect material financial interest
in the Corporation or the Bank. Representatives of KPMG Peat Marwick LLP are
expected to be present at the Meeting and will be given the opportunity to make
a statement on behalf of KPMG Peat Marwick LLP if they so desire. The
representatives also will be available to respond to questions raised by those
in attendance at the Meeting.
Proxies solicited by the Board of Directors will be so voted unless
stockholders specify otherwise. Ratification by the stockholders is not
required. If the proposal is not approved by the stockholders, the Board of
Directors will not change the appointment for fiscal 1996, but will consider the
stockholder vote in appointing auditors for fiscal 1996. THE BOARD OF DIRECTORS
RECOMMENDS THAT YOU VOTE FOR THE PROPOSAL.
VOTING PROCEDURES
This proxy statement and the accompanying proxy card are being mailed to
stockholders commencing on or about April 18, 1996. The accompanying proxy is
solicited by the Board of Directors of Home Port Bancorp, Inc. (the
"Corporation"), for use at the Annual Meeting of Stockholders to be held on May
13, 1996, and any adjournment or adjournments thereof.
When a proxy is returned properly signed, the shares represented thereby
will be voted by the persons named as proxies in accordance with the
stockholder's directions. You are urged to specify your choices on
-7-
<PAGE>
the enclosed proxy card. If a proxy is signed and returned without specifying
choices, the shares will be voted 'FOR' proposals 1 and 2 and in the discretion
of the persons named as proxies in the manner they believe to be in the best
interests of the Corporation as to other matters that may properly come before
the meeting. A stockholder giving a proxy may revoke it at any time before it is
voted at the Meeting by written notice to the Corporation, by oral notice to the
Secretary at the meeting or by submitting a later dated proxy.
Each outstanding share of the Corporation's Common Stock is entitled to one
(1) vote.
Shares represented by all proxies received, including proxies that withhold
authority for the election of directors and/or abstain from voting on Proposal
2, as well as "broker non-votes", discussed below, count toward establishing the
presence of a quorum. Under the By-laws of the Corporation, one-third of the
outstanding shares of the Corporation entitled to vote, represented in person or
by proxy, constitutes a quorum.
Assuming the presence of a quorum, Directors of the Corporation are elected
by a majority vote of the shares of Common Stock present in person or
represented by proxy and voting in the election of Directors. Shares may be
voted for or withheld from each nominee for election as a Director. Shares for
which the vote is withheld and "broker non-votes" will be excluded entirely and
will have no effect on the election of Directors of the Corporation.
Assuming the presence of a quorum, Proposal 2 must be approved by
affirmative vote of a majority of the shares of Common Stock present in person
or represented by proxy and voting on the matter. Shares represented by proxies
which are marked "abstain" for Proposal 2 on the proxy card and proxies which
are marked to deny discretionary authority on other matters will not be included
in the vote totals for this item and, therefore, will have no effect on the
vote.
Under applicable rules, brokers who hold shares of the Corporation's Common
Stock in street name have the authority to vote the shares in the broker's
discretion on "routine" matters if they have not received specific instructions
from the beneficial owner of the shares. Proposal 1, the uncontested election
of directors, and Proposal 2, the ratification of independent auditors, are
"routine" matters for this purpose. If a broker holding shares in street name
submits a proxy card on which the broker physically lines out the matter
(whether it is "routine" or "non-routine") that action is called a "broker non-
vote" as to that matter. Broker "non-votes" with respect to "routine" matters
such as Proposals 1 and 2 on the agenda for this Meeting are not counted in
determining the number of votes cast with respect to the matter. If a broker
submits a proxy but does not indicate a specific choice on a "routine" matter,
the shares will be voted as specified in the proxy card. At this Meeting of the
Corporation's stockholders, shares represented by such proxy card would be voted
for the election of the director nominees and for the ratification of the
independent accountants.
The Board of Directors has fixed April 10, 1996, as the record date for the
meeting. Only stockholders of record on the record date are entitled to notice
of and to vote at the Meeting. On the record date, there were 1,841,890 shares
of Common Stock (each of which is entitled to one vote) of the Corporation
issued and outstanding. The holders of Common Stock do not have cumulative
voting rights.
MISCELLANEOUS
The cost of solicitation of proxies will be borne by the Corporation. The
Corporation will reimburse brokerage firms and other custodians, nominees and
fiduciaries for reasonable expenses incurred by them in sending proxy material
to the beneficial owners of Common Stock. In addition to solicitations by mail,
Directors, officers and regular employees of the Corporation may solicit proxies
personally or by telegraph or telephone without additional compensation. The
Corporation has retained Georgeson & Co. to assist in the solicitation of
proxies at a cost not to exceed $8,000 plus reimbursement of certain related
expenses.
The Corporation's Annual Report to Stockholders, including financial
statements, is being mailed to all stockholders of record concurrently with this
Proxy Statement. Any stockholder who has not received a
-8-
<PAGE>
copy of such Annual Report may obtain a copy by writing the Corporation. Such
Annual Report is not to be treated as a part of the proxy solicitation material
nor as having been incorporated herein by reference.
Compliance with Section 16(a) of the Exchange Act. Based solely upon a
review of Forms 3, 4 and 5 and amendments thereto furnished to the Corporation
with respect to its most recent fiscal year, and any written representation from
reporting persons that no Form 5 is required, the Corporation hereby reports
that there were no delinquent filings under Section 16(a) of the Exchange Act
during the fiscal year ended December 31, 1995.
STOCKHOLDER PROPOSALS
In order to be eligible for inclusion in the Corporation's proxy materials
for next year's annual meeting of Stockholders, any stockholder proposal to take
action at such meeting must be received at the Corporation's main office at 104
Pleasant Street, Nantucket, Massachusetts 02554, no later than December 23,
1996. Any such proposals shall be subject to the requirements of the proxy
rules adopted under the Securities Exchange Act of 1934.
FORM 10-KSB
A COPY OF THE CORPORATION'S FORM 10-KSB AS FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION WILL BE FURNISHED WITHOUT CHARGE TO ANY STOCKHOLDER AS OF
THE RECORD DATE UPON WRITTEN REQUEST TO THE SECRETARY, HOME PORT BANCORP, INC.
104 PLEASANT STREET, P.O. BOX 998, NANTUCKET, MASSACHUSETTS 02554.
-9-
<PAGE>
APPENDIX
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
REVOCABLE PROXY
HOME PORT BANCORP, INC.
ANNUAL MEETING OF STOCKHOLDERS
MAY 13, 1996
THIS PROXY IS SOLICITED ON BEHALF
OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Karl L. Meyer and William P. Hourihan Jr.,
or either of them, as Proxies, each with the power to appoint his substitute,
and hereby authorizes them to represent and to vote as designated herein all the
shares of Common Stock of Home Port Bancorp, Inc. held of record by the
undersigned on April 10, 1996, at the Annual Meeting of Stockholders to be held
on May 13, 1996 or any adjournment or adjournments thereof.
1. Election of Directors
1.Charles F. DiGiovanna [_] For
2.Philip W. Read [_] Withhold
[_] For All Except
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
NOMINEE, MARK "FOR ALL EXCEPT" AND WRITE THAT NOMINEE'S NAME IN THE
SPACE PROVIDED BELOW.
- --------------------------------------------------------------------------------
2. Ratification of selection of KPMG Peat Marwick LLP as independent auditors
for the fiscal year 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.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS GIVEN, THIS PROXY
WILL BE VOTED "FOR" PROPOSALS 1 AND 2.
<PAGE>
Please sign exactly as name appears on this card. When shares are held as
joint tenants, both tenants should sign. If a corporation, please sign in full
corporate name by the President or other authorized officer. If a partnership,
please sign in partnership name by authorized partner.
Please be sure to sign and date this Proxy in the box below.
Date __________________________, 1996
_____________________________________
Stockholder sign above
_____________________________________
Co-holder (if any) sign above
