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, 1998
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 Great Hall,
Nantucket Atheneum, Lower India Street, Nantucket, Massachusetts, on Friday, May
15, 1998, 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,
/s/Karl L. Meyer
----------------
Karl L. Meyer
Chairman of the Board
104 PLEASANT ST., P.O. BOX 988 NANTUCKET, MASSACHUSETTS 02554
(508) 228-0580
<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 15, 1998
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Home
Port Bancorp, Inc. (the "Corporation") will be held at the Great Hall, Nantucket
Atheneum, Lower India Street, Nantucket, Massachusetts on Friday, May 15, 1998,
at 10:00 a.m. (the "Meeting") to consider and act upon the following matters:
1. To elect three (3) 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
Bylaws, the Board of Directors has fixed the close of business on March 31,
1998, 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
/s/Robert J. McKay
ROBERT J. MCKAY
SECRETARY
Nantucket, Massachusetts
April 14, 1998
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>
HOME PORT BANCORP, INC.
104 PLEASANT STREET
NANTUCKET, MASSACHUSETTS 02554
(508) 228-0580
ANNUAL MEETING OF STOCKHOLDERS
MAY 15, 1998
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 Great Hall,
Nantucket Atheneum, Lower India Street, Nantucket, Massachusetts, on Friday, May
15, 1998 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, 1998.
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 31, 1998 are
entitled to one vote for each share then held. On that date, 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, 1998, 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 Senior Vice President
16 Hawthorne Lane
Nantucket, MA 02554
Philip W. Read 1,448 *
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 10,000 *
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 Financial Officer
100 Old South Road
Nantucket, MA 02554
Daniel P. Neath 6,173 *
Vice President
------- -----
All Executive Officers and 340,599 18.49%
Directors as a group (9 persons)
Ruane, Cunniff & Co., Inc. (4) 97,900 5.32%
1370 Avenue of the Americas
New York, NY 10014
Edge Partners, L.P. (4) 110,000 5.97%
P.O. Box 7511
1129 Broad Street
Shrewsbury, NY 07702
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
The Employees Retirement
Plan of Consolidated
Electrical Distributors, Inc. (4) 78,000 4.24%
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 Managing 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 II 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 II
Directors Charles H. Jones, Jr., Daniel D. McCarthy and Robert J. McKay, each of
whom is currently a member of the Board. The Directors recommend a vote "FOR"
the nominees for Class II 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
ELECTED TERM TO WITH
NAME AGE DIRECTOR EXPIRE CORPORATION
- ---- --- -------- ------ -----------
BOARD NOMINEES FOR TERM TO EXPIRE IN 1998
CLASS II
<S> <C> <C> <C> <C>
Charles H. Jones, Jr. 64 1992 1998
Daniel D. McCarthy 70 1992 1998
Robert J. McKay 65 1992 1998 Secretary
<CAPTION>
DIRECTORS CONTINUING IN OFFICE
CLASS I
<S> <C> <C> <C> <C>
William P. Hourihan, Jr. 50 1987 2000 Senior Vice President and
Director and President
of the Bank
Karl L. Meyer 60 1991 2000 Chief Executive Officer,
Chairman and President
<CAPTION>
CLASS III
<S> <C> <C> <C> <C>
Charles F. DiGiovanna 57 1992 1999
Philip W. Read 61 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, 1997, the Board of Directors held five (5) 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, 1997, 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, 1997.
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 1997 to nominate the Directors to be voted
on at the Meeting.
The Corporation has a Compensation Committee consisting of Directors
DiGiovanna, Hourihan and Read. The Compensation Committee meets at least twice
during the year to review the compensation of the Bank's six most highly
compensated officers, any incentive bonus plans offered by the Bank and any
changes in the Bank's benefit plans. This committee held three (3) meeting
during the year ended December 31, 1997.
<PAGE>
DIRECTORS' COMPENSATION
Each Director of the Corporation, except for Mr. Meyer and Mr. Hourihan,
is paid an annual retainer of $7,500 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,
1997, 1996 and 1995, 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 $100,000 during the year ended
December 31, 1997 for services in all capacities to the Corporation and the
Bank.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION
SALARY
NAME AND PRINCIPAL POSITION YEAR ($)
- --------------------------- ---- ---
<S> <C> <C>
Karl L. Meyer. 1997 $ 65,000
Chairman, Chief Executive Officer 1996 $ 65,000
and President 1995 $ 61,750
William P. Hourihan, Jr. 1997 $160,493
Senior Vice President, and Director 1996 $119,946
and President of the Bank 1995 $124,269
</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.
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, 1997.
<PAGE>
<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 $0 N/A
08/25/95 Mortgage $35,000 $0 N/A
John Dooley Director 10/28/86 Commercial $285,000 $196,387 10.500%
Mortgage(2)
Sheila O'Brien Egan Director 02/25/94 Mortgage $192,000 $156,596 6.750%
Marsha Kotalac Director 06/14/95 Commercial Line $200,000 $0 11.000%
of Credit(3)
01/13/97 Mortgage $50,000 $46,831 7.625%
H. Flint Ranney Director 08/04/93 Mortgage $187,500 $166,242 10.250%
11/19/93 Mortgage $300,000 $242,071 6.500%
05/03/95 Commercial $200,000 $185,225 10.125%
Mortgage
11/29/95 2nd Mortgage $250,000 $209,651 7.500%
12/12/97 Commercial $395,000 $395,000 9.000%
Mortgage
Alvin S. Topham Director 09/25/87 Home Equity $30,000 $27,497 10.750%
08/11/95 Mortgage $110,000 $91,558 8.000%
07/03/96 Commercial $50,000 $0 11.750%
Loan (2)
Donald G. Mitchell Vice President 07/08/94 Home $20,000 $7,164 10.000%
Improvement
07/08/94 Mortgage $144,000 $119,845 8.625%
Levin L. Waters, V Senior 07/02/96 Mortgage $250,000 $0 N/A
Vice President
</TABLE>
- --------------
(1) Represents a loan to a company partially owned by Mr. Dooley.
(2) Represents a loan to a company owned by Mr. Topham.
(3) Represents a loan to a company owned by Ms Kotalac
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., 50, 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.
<PAGE>
Robert J. McKay, 65, has been a principal of Robert J. McKay Associates, a
management consulting firm, since 1968.
Karl L. Meyer, 60, 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, 61, 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, 42, 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 1998
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 1998, but will consider the
stockholder vote in appointing auditors for fiscal 1998. 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 14, 1998. 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
15, 1998, and any adjournment or adjournments thereof.
<PAGE>
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
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 31, 1998, 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.
<PAGE>
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 Innisfree M & A Incorporated to assist in the
solicitation of proxies at a cost not to exceed $6,000 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, 1997 except for the following: Mr.
McCarthy filed a Form 5 to report one sale of stock that should have been
earlier reported on Form 4; Mr. Neath filed a Form 5 to report one sale of stock
that should have been earlier reported on Form 4; and Mr. Read filed a Form 5 to
report one acquisition of stock that should have been reported on an earlier
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,
1998. 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>
REVOCABLE PROXY
HOME PORT BANCORP, INC.
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
ANNUAL MEETING OF STOCKHOLDERS
MAY 15, 1998
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 31, 1998, at the Annual Meeting of Stockholders to be held
on May 15, 1998 or any adjournment or adjournments thereof.
1. Election of Directors
1. Charles H. Jones, Jr.
2. Daniel D. McCarthy
3. Robert J. McKay
[ ] FOR [ ] WITHHOLD [ ] 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 KPMGPeat Marwick LLP as independent auditors for
the fiscal year 1998:
[ ] 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 your 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.
<PAGE>
Please be sure to sign and date this Proxy in the box below.
_________________________________________
Date
_________________________________________
Stockholder sign above
_________________________________________
Co-holder (if any) sign above
Detach above card, sign, date and mail in postage paid envelope provided.
HOME PORT BANCORP, INC.
PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY
