SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
[ X ] Filed by the registrant
[ ] Filed by a party other than the registrant
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
HOME PORT BANCORP, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
<PAGE>
HOME PORT BANCORP, INC.
April 14, 1997
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 Friday, May 16, 1997, 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 16, 1997
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 Friday, May 16, 1997, 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;
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 March 28, 1997, 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 14, 1997
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 16, 1997
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 Friday, May 16, 1997 at 10:00 a.m.
The accompanying notice of meeting and this Proxy Statement are being first
mailed to stockholders on or about April 14, 1997.
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 March 28, 1997
are entitled to one vote for each share then held. As of March 28, 1997, 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, 1997, 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
60 Arch Street
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 1,348 *
Director
14 Sherburne Turnpike
Nantucket, MA 02554-3422
Charles F. DiGiovanna 8,000 *
Director
170 Dolphin Cove Quay
Stamford, CT 06902
Charles H. Jones, Jr. 110,000 (3) 5.97%
Director
P.O. Box 441
Rumson, NJ 07760
Daniel D. McCarthy 18,500 1.00%
Director
5 Glenwood Road
Rockville Centre, NY 11570
Robert J. McKay 4,000 *
Director and Secretary
7 Stanwich Road
Greenwich, CT 06830
John M. Sweeney 1,000 *
Treasurer & Chief Finacial Officer
Daniel P. Neath 7,173 *
Vice President
All Executive Officers and ------- -----
Directors as a group (9 persons) 349,999 19.00%
Ruane, Cunniff & Co., Inc. (4) 102,400 5.56%
1370 Avenue of the Americas
New York, NY 10014
<PAGE>
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) 78,000 4.24%
1516 Pontius Avenue
Los Angeles, CA 90025
* = 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.
</TABLE>
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 I 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 I
Directors William P. Hourihan, Jr. and Karl L. Meyer, each of whom is currently
a member of the Board. The Directors recommend a vote "FOR" the nominees for
Class I 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.
<PAGE>
<TABLE>
<CAPTION>
YEAR
FIRST CURRENT POSITION
AGE AT ELECTED TERM TO WITH
NAME 12/31/96 DIRECTOR EXPIRE CORPORATION
- ---- -------- -------- ------ -----------
<S> <C> <C> <C> <C>
BOARD NOMINEES FOR TERM TO EXPIRE IN 1997
CLASS I
William P. Hourihan, Jr. 49 1987 1997 Vice President, and
Director and President
of the Bank
Karl L. Meyer 59 1991 1997 Chief Executive Officer,
Chairman and President
<CAPTION>
DIRECTORS CONTINUING IN OFFICE
CLASS II
Charles H. Jones, Jr. 63 1992 1998
Daniel D. McCarthy 69 1992 1998
Robert J. McKay 64 1992 1998 Secretary
CLASS III
Charles F. DiGiovanna 56 1992 1999
Philip W. Read 60 1987 1999 Chairman of the Board
of the Bank
</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.
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 R.J. McKay & Associates, a
management consulting firm, since 1968.
<PAGE>
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 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, 1996, the Board of Directors held six (6) 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, 1996, 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, 1996.
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 1996 to nominate the Directors to be voted
on at the Meeting.
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
1996 in its capacity as the Compensation Committee.
<PAGE>
DIRECTORS' COMPENSATION
Each Director of the Corporation, except for Mr. Meyer and Mr.
Hourihan, is paid an annual retainer of $5,000 and receives $1,500 for each
Board of Directors meeting attended. Members of the Executive, Nominating, and
Auditing Committees, except Messrs. Meyer and Hourihan, receive $750 for each
committee meeting attended. Mr. Meyer is paid $1,000 monthly against office
expenses.
EXECUTIVE COMPENSATION
The following table sets forth for the fiscal years ended December 31,
1996, 1995 and 1994, 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 $100,000 during the year ended
December 31, 1996 for services in all capacities to the Corporation and the
Bank.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION
SALARY
NAME AND PRINCIPAL POSITION YEAR ($)
- --------------------------- ---- ---
<S> <C> <C>
Karl L. Meyer 1996 $65,000
Chairman, Chief Executive Officer 1995 $61,750
and President 1994 $67,042
William P. Hourihan, Jr. 1996 $119,946
Vice President, and Director 1995 $124,269
and President of the Bank 1994 $ 99,412
- -----------------
</TABLE>
Transactions With Management
Certain directors and senior 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.
<PAGE>
Set forth below is certain information concerning loans made to
Directors and senior 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, 1996.
<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 $39,948 8.375%
08/25/95 Mortgage $35,000 $32,361 10.875%
Philip W. Read Director (1) 09/29/93 Mortgage $125,000 $7,776 8.625%
06/23/93 Mortgage $185,000 $0 7.250%
12/23/96 Commercial $30,000 $29,000 9.250%
Loan (2)
Alvin S. Topham Director 09/25/87 Home Equity $30,000 $20,576 10.750%
08/11/95 Mortgage $110,000 $99,883 8.000%
07/03/96 Commercial $50,000 $40,000 11.750%
Loan (3)
Sheila O'Brien Egan Director 02/25/94 Mortgage $192,000 $167,068 6.750%
Donald G. Mitchell Senior 07/08/94 Home Imp. $20,000 $11,632 10.000%
Vice-President 07/08/94 Mortgage $144,000 $123,208 8.625%
John M. Sweeney Senior 09/28/95 Mortgage $165,000 $0 7.000%
Vice President
and CFO
Levin L. Waters, V Senior 07/02/96 Mortgage $250,000 $242,030 7.500%
Vice President
John Dooley Director 10/28/86 Commercial $285,000 $209,624 10.500%
Mortgage(4)
- ---------------------
(1) Mr. Read is also a Director of the Corporation.
(2) Represents a loan to Jared Coffin House, Inc., a company owned by Mr. Read.
(3) Represents a loan to a company owned by Mr. Topham.
(4) Represents a loan to a company partially owned by Mr. Dooley.
</TABLE>
<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., 49, 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, 64, has been a principal of Robert J. McKay
Associates, a management consulting firm, since 1968.
Karl L. Meyer, 59, 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, 60, has served as Vice President of the Corporation
since August 1988. Mr. Neath has also served as Senior Vice President of the
Bank since April 1983.
John M. Sweeney, 41, has served as Treasurer and Chief Financial
Officer 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 1997
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 1997, but will consider the
stockholder vote in appointing auditors for fiscal 1997. THE BOARD OF DIRECTORS
RECOMMENDS THAT YOU VOTE FOR THE PROPOSAL.
<PAGE>
VOTING PROCEDURES
This proxy statement and the accompanying proxy card are being mailed
to stockholders commencing on or about April 14, 1997. 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
16, 1997, 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 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
<PAGE>
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 March 28, 1997, 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 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, 1996 except for the following: Mr.
McCarthy filed a Form 5 to report three sales of stock that should have been
earlier reported on Forms 4; Mr. Neath filed a Form 5 to report two sales of
stock that should have been earlier reported on Forms 4; and Mr. Read filed a
Form 5 to report one acquisition of stock that should have been earlier reported
on Form 4.
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, 1997. 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 988, NANTUCKET, MASSACHUSETTS 02554.
<PAGE>
|X| PLEASE MARK VOTES AS IN THIS EXAMPLE
REVOCABLE PROXY
HOME PORT BANCORP, INC.
ANNUAL MEETING OF STOCKHOLDERS
MAY 16, 1997
THIS PROXY IS SOLICITED ON BEHALF
OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Charles F. DiGiovanna and Philip W.
Read, 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 March 28, 1997, at the Annual Meeting of Stockholders to
be held on May 16, 1997 or any adjournment or adjournments thereof.
1. Election of Directors
1. William P. Hourihan, Jr. [ ] For
2. Karl L. Meyer [ ] 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 1997:
[ ] 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.
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 _________, 1997
______________________
Stockholder sign above
_____________________________
Co-holder (if any) sign above
