<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
AMENDMENT NO. 2
TO
FORM 10-K
Annual report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the fiscal year ended Commission File No.: 0-20082
September 30, 1996
HINSDALE FINANCIAL CORPORATION
------------------------------
(exact name of registrant as specified in its charter)
Delaware 36-3811768
-------- ----------
(State or other jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
One Grant Square, Hinsdale, Illinois 60521
------------------------------------------
(Address of principal executive offices)
Registrant's telephone number, including area code: (630) 323-1776
------------------------
Securities registered pursuant to Section 12(b) of the Act:
None
----
Securities registered pursuant to Section 12(g) of the Act:
Common Stock par value $0.01 per share
--------------------------------------
(Title of class)
------------------------
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [_]
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of the Form 10-K or any
amendment to this Form 10-K. [X]
The aggregate market value of the voting stock held by non-affiliates of the
registrant, i.e., persons other than directors and executive officers of the
registrant, is $61,058,178 and is based upon the last sales price as quoted on
NASDAQ for December 13, 1996.
The Registrant had 2,695,085 shares of common stock outstanding as of
December 13, 1996 and 2,839,165 shares of common stock outstanding as of
January 27, 1997.
<PAGE>
Item 10. Directors and Executive Officers of the Registrant
Name, Principal Occupation and
Business Experience for Past 5 Years
- ------------------------------------
William R. Rybak, Age 45. Mr. Rybak has been a Director of the Bank since 1986,
Chairman of the Board of Directors of the Bank since 1990, and Chairman of the
Board of Directors of the Company since its formation in 1992. He is Executive
Vice President and Chief Financial Officer of Van Kampen/ American Capital, Inc.
Van Kampen is a financial services company specializing in money management and
the distribution of mutual funds. Mr. Rybak also serves as a director of
Preferred Mortgage Associates, Ltd. ("Preferred"), Hinsdale Insurance Services,
Inc. ("HIS") and NASCOR II Corporation ("NASCOR"), subsidiaries of the Bank.
Donald E. Sveen, Age 64. Mr. Sveen has been a Director of the Bank since 1971
and of the Company since its formation in 1992. He is retired. Prior to July
1996, he was the President, Chief Operating Officer and Director of The John
Nuveen Company and Subsidiaries and Chairman, Chief Executive Officer and
Director of the Nuveen Select Tax-Free Income Portfolio Funds. Nuveen is a
financial services company specializing in tax-exempt investments and money
management. Mr. Sveen also serves as a director of Preferred, HIS and NASCOR,
subsidiaries of the Bank.
Kenne P. Bristol, Age 54. Mr. Bristol has served on the Board of Directors of
the Bank since 1986 and of the Company since its formation in 1992. Mr. Bristol
joined the Bank in 1977 and has served as President and Chief Executive Officer
of the Bank since 1990 and of the Company since its formation in 1992. Prior to
1990, Mr. Bristol was President and Chief Operating Officer of the Bank. Mr.
Bristol also serves as a Director of Preferred, HIS, and NASCOR, subsidiaries of
the Bank.
Howard A. Davis, Age 49. Mr. Davis was appointed to the Board of Directors of
the Company in 1995. He has been President and CEO of Preferred since its
founding in 1987 and is a director of Preferred, a subsidiary of the Bank.
Howard R. Jones, Age 61. Mr. Jones has been a Director of the Bank since 1991
and the Company since its formation in 1992. He is President of Packaging
Design Corporation, a manufacturer of corrugated containers and specialties.
Mr. Jones also serves as a director of Preferred and HIS, subsidiaries of the
Bank.
Russell F. Stephens, Jr., Age 64. Mr. Stephens has been a Director of the Bank
since 1971 and of the Company since its formation in 1992. He is President of
Insurance Concepts & Design Inc., an insurance agency. Mr. Stephens also serves
as a director of Preferred and HIS, subsidiaries of the Bank.
2
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EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
(Name, age and five year employment history of each executive officer of the
Company)
Richard A. Hojnicki, Age 47. Mr. Hojnicki is Executive Vice President,
Secretary and Chief Financial Officer of the Company and the Bank.
Item 11. Executive Compensation.
Executive Compensation
Compensation Committee Report. Under rules established by the SEC,
the Company is required to provide certain data and information in regard to the
compensation and benefits provided to the Company's Chief Executive Officer and
other executive officers of the Company. The disclosure requirements for the
Chief Executive Officer and other executive officers include the use of tables
and a report explaining the rationale and considerations that led to fundamental
executive compensation decisions affecting those individuals. In fulfillment of
this requirement, the Compensation and Personnel Administration Committee (the
"Compensation Committee"), at the direction of the Board of Directors has
prepared the following report for inclusion in this proxy statement.
The Compensation Committee is composed solely of independent Outside
Directors. The Board has delegated to the committee the responsibility of
assuring that the compensation of the Chief Executive Officer and other
executive officers is consistent with the compensation strategy, competitive
practices, the performance of the Company, and the requirements of appropriate
regulatory agencies. Non-employee directors who do not sit on the Compensation
Committee also participate in executive compensation decision-making through the
review, discussion and ratification of Compensation Committee recommendations.
All cash compensation paid to executive officers is paid by the Bank. The
Company does not currently pay cash compensation to executive officers.
Executive Compensation Philosophy. Since Hinsdale Financial
Corporation became a public company in 1992, the Committee has had the following
goals for the compensation programs impacting the executives of the Company and
the Bank:
. to provide motivation for the executives to enhance shareholder
value by linking a significant portion of their compensation to
the value of the Company's Common Stock;
. to retain the executive officers who are capable of leading the
Company to high performance levels and to allow the Bank to
attract high quality executives in the future by providing total
compensation opportunities which are consistent with competitive
norms of the industry and the Company's level of performance;
and
3
<PAGE>
. to maintain reasonable "fixed" compensation costs by targeting
base salaries at competitive average levels.
The Compensation Committee of the Board of Directors of the Bank
periodically reviews salaries, stock options and other aspects of executive
compensation. In general, the purpose of this evaluation is to ensure that the
Bank's overall executive compensation programs remain competitive with savings
institutions and banks that are similar in both asset size and geographical
markets to the Bank and that total executive pay represents both the
individual's performance as well as the current and past performance of the
Bank.
For purposes of determining the competitive market for the Bank's
executives, the committee has retained KPMG Peat Marwick LLP to review the
comprehensive compensation paid to top executives of thrifts and banks with
total assets in the range of the Bank's total asset size and performance results
comparable to those of the Bank.
KPMG Peat Marwick LLP reviewed the following three published
compensation surveys to determine competitive compensation levels:
The 1996 Financial Institution Peer Group Data -
Regional/$500M-$1B;
The 1996 Bank Cash Compensation Survey, Bank Administration
Institute;
The 1995 Financial Institutions Survey (Cole) By Wyatt Data
Services - updated to October 1996; and
The American Compensation Association's 1995-1996 Salary Budget
Survey.
The data collected were from midwest institutions with assets ranging
from $500 million to $999 million. All compensation data has been updated to
October 1, 1996.
The surveys provide data for both commercial banks and thrifts. KPMG
Peat Marwick LLP has been recommending to their thrift clients for several years
that for compensation purposes they should compare themselves to commercial
banks of comparable size as well as other thrifts for the following reasons:
. since deregulation, the differences in the balance sheet
structure and the complexity level between operating a thrift
and a bank have significantly narrowed; and
. thrifts are recruiting senior executives from commercial banks
more frequently, and to obtain top talent, the thrifts are
required to provide compensation levels competitive with banks.
4
<PAGE>
In addition, the Compensation Committee reviewed the salary history
and performance levels for each of the executive officers in determining
appropriate compensation levels. It is expected that the comparative salary data
compiled by KPMG Peat Marwick LLP on comprehensive executive compensation will
continue to be utilized as the primary source of information in subsequent years
in determining compensation levels for executive officers.
Executive officers' compensation consists principally of salary,
annual incentive payments, recognition and retention stock grants and stock
options. The salaries are generally in the average range compared to other
similar institutions. The incentive payments are based on performance as well as
position.
Compensation of Chief Executive Officer. The Compensation Committee
meets periodically to evaluate Mr. Bristol's performance and reports on that
evaluation to the Outside Directors of the Board. The Chief Executive's
compensation consists principally of three components:
. Salary
. Annual Incentive Payment
. Recognition and Retention Stock and Stock Option Grants
Under the leadership of the Compensation Committee, subsequent to the
determination of Mr. Bristol's fiscal 1996 compensation, the Board of Directors
of the Bank, with Mr. Bristol excused, determined his fiscal 1996 compensation
giving consideration to the size of the Bank, the duties and responsibilities of
his position and a comparison of the compensation of chief executive officers of
similarly situated financial institutions. Mr. Bristol's total cash compensation
was based on his contribution to the overall long-term strategy and financial
strength and performance of the Company.
In 1993, the Bank adopted a discretionary Annual Incentive
Compensation Program based on achievement of profitability performance goals
while maintaining safety and soundness standards. The program's objective is to
build shareholder value by providing an incentive to executives and staff to
develop those business strategies and take those actions that will impact the
Company's annual as well as long-term profitability. In order to attract and
retain high quality executives, the Bank's executive compensation strategy is
based on providing total target compensation opportunities that are at, or
above, the competitive norms for companies competing in the Bank's employment
market. The Company's total compensation philosophy is based on a combination of
surveyed average base compensation plus an average to above average incentive
opportunity with the intent of motivating management to continually meet or
exceed the goals of increasing shareholder value.
In addition to projected levels of profitability, the Chief
Executive's annual incentive is dependent on the Bank maintaining certain levels
of performance in the following areas:
5
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. the regulatory capital ratios;
. the interest rate risk as measured by the one year interest rate
sensitivity gap; and
. the ratio of non-performing assets to total assets.
While these measures may change from year-to-year based on the
strategic focus of the Company, the objective of achieving annual profitability
goals and enhancing shareholder value while maintaining long-term safety and
soundness will continue.
The 1996 annual incentive award granted to the Chief Executive Officer
is based on 40% of base salary if the target performance goals are achieved. If
the performance goals are exceeded, the percentage of base salary award can be
up to a maximum of 80%. Bank performance awards are based on pre-tax income
objectives in addition to safety and soundness considerations.
Compensation Committee
Howard R. Jones, William R. Rybak
Stock Performance Graph. The following table shows a comparison of the
cumulative total stockholder return on the Company's Common Stock, based on the
market price of the Common Stock, with the cumulative total return of companies
in the Nasdaq National Market and Standard & Poor's Savings & Loan Companies
Index. The Common Stock began trading on July 7, 1992.
COMPARISON OF 51-MONTH CUMULATIVE
TOTAL RETURN* AMONG
HINSDALE FINANCIAL CORPORATION, THE
NASDAQ STOCK MARKET-US INDEX
AND THE S&P SAVINGS & LOAN COMPANIES INDEX
PERFORMANCE GRAPH APPEARS HERE
<TABLE>
<CAPTION>
S&P SAVINGS
HINSDALE NASDAQ & LOANS
Measurement Period FINANCIAL STOCK MARKET- COMPANIES
(Fiscal Year Covered) CORPORATION US INDEX INDEX
- --------------------- ----------- ------------- -----------
<S> <C> <C> <C>
Measurement Pt-07/31/1992 $100 $100 $100
FYE 09/30/1992 $ 99 $104 $ 84
FYE 09/30/1993 $175 $136 $113
FYE 09/30/1994 $202 $137 $114
FYE 09/30/1995 $229 $190 $146
FYE 09/30/1996 $242 $225 $169
</TABLE>
6
<PAGE>
Summary Compensation Table. The following table sets forth the cash
compensation paid by the Bank, for services rendered during the fiscal years
ended September 30, 1996, 1995 and 1994, to the Chief Executive Officer and
other executive officers of the Bank and/or the Company, who received an amount
in salary and bonus in excess of $100,000 in the fiscal year ended September 30,
1996 ("Named Executive Officers").
<TABLE>
<CAPTION>
==================================================================================================================================
Annual Compensation Long-Term Compensation
----------------------------------------------------------------------------------------
Awards Payouts
Other --------------------------------------------- All
Year Annual Restricted Other
Name and Ended Salary Bonus Compensation Stock Options/ LTIP Compensation
Principal Position 9/30 (1) (2) (3) Awards SARS (#) Payouts (4)
===================================================================================================================================
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Kenne P. Bristol 1996 $220,000 $ 75,000 $ -- $ -- 18,750 $ -- $20,919
President, Chief 1995 212,700 65,000 -- -- -- -- 15,838
Executive Officer 1994 204,200 100,000 -- -- -- -- 17,051
and Director
- -----------------------------------------------------------------------------------------------------------------------------------
Richard A. Hojnicki 1996 $ 99,000 $ 23,000 $ -- $ -- 5,625 $ -- $13,388
Executive Vice 1995 95,000 23,000 -- -- -- -- 9,793
President, Chief 1994 92,000 36,000 -- -- -- -- 9,029
Financial Officer
and Corporate
Secretary
===================================================================================================================================
</TABLE>
- -------------------------
(1) Includes Directors' fees paid to Mr. Bristol. Effective October 1, 1995,
directors who are employees do not receive director's fees.
(2) Includes bonuses granted pursuant to the Bank's incentive bonus plan, which
bases bonuses upon a percentage of officers' salaries if the Bank meets
certain performance goals.
(3) Unless otherwise indicated, perquisites for the fiscal years ended
September 30, 1996, 1995 and 1994 did not exceed the lesser of $50,000 or
10% of the total of the salary and bonus as reported for the Named
Executive Officers.
(4) Represents the value of shares of Common Stock allocated to the account of
the Named Executive Officer under the ESOP during the fiscal year in
question, based on the market price of the Common Stock as of December 31,
1995, 1994 and 1993.
Employment Agreement. The Bank has entered into an employment
agreement with Mr. Bristol, which provides for a term of thirty-six months. On
each anniversary date, the agreement may be extended for an additional twelve
months, so that the remaining term shall be thirty-six months. If the agreement
is not renewed, the agreement with Mr. Bristol will expire thirty-six months
following the anniversary date. The current Base Salary for Mr. Bristol is
$220,000. The base salary may be increased but not decreased. In addition to the
Base Salary, the agreement provides for, among other things, disability pay,
participation in stock benefit plans and other fringe benefits applicable to
executive personnel. The agreement provides for termination by the Bank for
cause at any time. In the event the Bank terminates the executive's employment
for reasons other than for cause, or in the event of the executive's resignation
from the Bank upon (i) failure to re-elect the executive to his current offices,
(ii) a material change in the executive's functions, duties or responsibilities,
or relocation of his principal place of employment, (iii) liquidation or
dissolution of the Bank, or (iv) a breach of the agreement by the Bank, the
executive, or in the event of death, his beneficiary would be entitled to
severance pay in an amount equal to 2.99 times the annual rate of Base Salary at
the time of termination. The Bank would also continue the executive's life,
health, dental and disability coverage for the remaining unexpired term of the
agreement.
7
<PAGE>
If termination, voluntary or involuntary, follows a change in control
of the Bank or the Company, the executive or, in the event of death, his
beneficiary, would be entitled to a severance payment equal to 2.99 times the
annual rate of Base Salary at the time of termination. The Bank would also
continue the executive's life, health, dental and disability coverage for
thirty-six months. A change in control is generally defined to mean the
acquisition by a person or group of persons having beneficial ownership of 20%
or more of the Bank's or the Company's Common Stock during the term of the
agreement, or a merger or other form of business combination, sale of assets, or
contested election of directors which results in a change of a majority of the
Board of Directors. The Company has agreed to reimburse the executive for any
excise taxes that may be imposed under the federal income tax code in connection
with any payments made following a change in control.
Severance Agreements. The Bank has entered into a severance agreement
with Mr. Hojnicki. The Severance Agreement provides for a term of twelve months;
on the first anniversary date and continuing on each anniversary thereafter, the
agreement may be extended so that the remaining term shall be twelve months. If
not renewed, the agreement expires twelve months thereafter. The agreement
provides that at any time following a change in control of the Company or the
Bank, if the Company or the Bank terminates the officer's employment for any
reason other than cause, or if the officer terminates his employment following
his demotion, loss of title, office or significant authority, a reduction in his
compensation, or relocation of his principal place of employment, the officer
or, in the event of death, his beneficiary, would be entitled to receive a
severance payment equal to an amount equal to one and one half times the base
salary. The Bank would also continue the officer's life, health, dental and
disability coverage for the remaining unexpired term of the agreement. Payment
to the officer under the agreement will be provided by the Company in the event
that payment or benefits are not paid by the Bank. The Bank has entered into
similar severance agreements with four other officers of the Bank.
Fiscal Year End Option Values. The Board of Directors of the Company
established Stock Option Plans which provide discretionary awards to its
officers and key employees. The following table provides certain information
with respect to the number of shares of Common Stock represented by stock
options held by the Named Executive Officers as of September 30, 1996. Also
reported are the values for "in-the-money" options which represent the positive
spread between the exercise price of any such existing stock options and the
fiscal year-end price of the Common Stock. Please refer to "Summary Compensation
Table" for options granted in 1996. No options were exercised.
8
<PAGE>
<TABLE>
<CAPTION>
===================================================================================================================
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES
===================================================================================================================
Number of Unexercised Value of Unexercised In-
Options at The-Money Options at
Fiscal Year-End Year-End (2)
-----------------------------------------------------
Shares Acquired Value Exercisable/Unexercisable Exercisable/Unexercisable
Name Upon Exercise Realized (1) (#) ($)
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Kenne P. Bristol ........... -- -- 30,044/26,261 465,682/159,545
President, Chief
Executive Officer and
Director
- -------------------------------------------------------------------------------------------------------------------
Richard A. Hojnicki ........ -- -- 15,623/9,530 242,157/73,465
Executive Vice President,
Chief Financial Officer
and Corporate Secretary
===================================================================================================================
</TABLE>
- ----------------------
(1) Equals the aggregate difference between the exercise price of the stock
options and the market value of the Common Stock on the date of the
exercise.
(2) Equals the difference between the aggregate exercise price of such options
and the aggregate fair market value of the shares of Common Stock that
would be received upon exercise, assuming such exercise occurred on
September 30, 1996, at which date the last sales price of the Common Stock,
as quoted on the Nasdaq National Market, was $23.50.
Retirement Plan. The Bank maintains the Hinsdale Federal Bank for
Savings Pension Plan ("Retirement Plan"), for the benefit of the employees of
the Bank. The Retirement Plan is a noncontributory defined benefit pension plan.
All employees who have worked at the Bank for a twelve month period and within
that period have been credited with 1,000 or more hours of employment with the
Bank and have attained age 21 are eligible to participate in the Retirement
Plan. Each year the Bank contributes such amount, if any, to the Retirement Plan
necessary to satisfy the actuarially determined minimum funding requirements in
accordance with the Employee Retirement Income Security Act of 1974, as amended
("ERISA").
The following table sets forth the estimated annual benefits payable
upon retirement at age 65 in calendar year 1996, expressed in the form of a
single life annuity, for the final average salary and benefit service
classifications specified.
<TABLE>
<CAPTION>
Years of Benefit Service at Retirement
------------------------------------------------
Final Salary 15 Years 20 Years 25 Years 30 Years 35 Years
- --------------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
$25,000 $ 5,588 $ 7,450 $ 9,313 $11,175 $13,038
50,000 12,150 16,200 20,250 24,300 28,350
75,000 18,713 24,950 31,188 37,425 43,663
100,000 25,275 33,700 42,125 50,550 58,975
125,000 31,838 42,450 53,063 63,675 74,288
150,000 (1) 38,400 51,200 64,000 76,800 89,600
</TABLE>
- -----------------------------
(1) The maximum annual salary under the Internal Revenue Code of 1986.
9
<PAGE>
Compensation covered by the Retirement Plan is total compensation
received from the Bank except bonuses, overtime, commissions, director's fees or
other forms of special compensation, before reducing such compensation pursuant
to a deferral election of the employee under any plan of the Bank established in
accordance with the provisions of Section 401(k) or Section 125 of the Internal
Revenue Code of 1986, as amended (the "Code").
The following table sets forth the years of credited service (i.e.,
benefit service) as of September 30, 1996 for each Named Executive Officer.
Credited Service
Years
----------------
Kenne P. Bristol............ 18
Richard A. Hojnicki......... 20
Directors' Compensation
Fees. Directors do not receive fees from the Company for services on
the Company's Board. Outside Directors of the Bank receive a monthly fee of
$1,500. Directors who are not officers also receive $200 for each committee
meeting attended. Outside Directors of the Bank's subsidiaries receive $300 per
quarter for serving on one or all of these Boards.
Directors Option Plan. Under the Directors Option Plan, each Outside
Director of the Company, at the time of the Bank's conversion to stock form,
received non-statutory options to purchase 15,362 shares of Common Stock at an
exercise price of $8.00 per share. To the extent options for shares are
available for grants under the Directors Option Plan, each Outside Director who
is first elected as a director subsequent to July 7, 1992 will be granted,
effective as of the date on which such subsequent Outside Director is qualified
and first begins to serve as an Outside Director, non-statutory stock options to
purchase 15,362 shares of Common Stock or such lesser number of shares as remain
in the plan at an exercise price equal to the then fair market value of the
Common Stock.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
Persons and groups owning in excess of 5% of the Company's Common
Stock are required to file certain reports regarding such ownership with the
Company and with the Securities and Exchange Commission ("SEC"), in accordance
with the Securities Exchange Act of 1934 (the "Exchange Act"). The following
table sets forth information regarding persons known to be beneficial owners of
more than five percent of the Common Stock outstanding as of January 27, 1997.
10
<PAGE>
<TABLE>
<CAPTION>
Amount and Nature
Name and Address of of Beneficial Percent
Title of Class Beneficial Owners Ownership of Class
- -------------- ------------------- ----------------- ---------
<S> <C> <C> <C>
Common stock Dierberg Four, L.P. 271,875 (1) 10.03%
330 East First Street
Hermann, Missouri 54041
Common stock The Banc Funds 174,174 (2) 6.43%
208 S. LaSalle Street
Chicago, Illinois 60604
</TABLE>
- -----------------------------
(1) Dierberg Four, L.P. is a Delaware limited partnership, the general partner
of which is Hermannhof, Inc., a Missouri corporation. James F. Dierberg is
the controlling shareholder of Hermannhof, Inc.
(2) According to the Form 13D filed on November 18, 1996 with the SEC, the Banc
Funds consist of BF II, BF III, T III, BF IV, T IV, MidBanc II, MidBanc
III, MidBanc IV, Management II, Management III, Management IV, The Chicago
Corporation and ChiCorp who purchased shares of the Company for investment
purposes.
Security Ownership of Management
Set forth below is information regarding the beneficial ownership of
the Common Stock by the directors and executive officers of the Company:
<TABLE>
<CAPTION>
Number of Shares Percent
Name Beneficially Owned (1) Of Class
- ---- ------------------ --------
<S> <C> <C>
William R. Rybak 39,112 (2) 1.38%
Donald E. Sveen 60,363 (2) 2.13
Kenne P. Bristol 64,857 (3) 2.28
Howard A. Davis 7,500 (4) 0.26
Howard R. Jones 40,363 (2) 1.42
Russell F. Stephens, Jr. 28,293 (2) 1.00
Richard A. Hojnicki 40,056 (5) 1.41
Directors and Executive Officers
as a group (9 persons) 305,940 (6)(7) 10.78%
======= =====
</TABLE>
- ------------
(1) Unless otherwise indicated, each person effectively exercises sole (or
shared with spouse) voting and dispositive power as to the shares reported.
(2) Includes 15,362 shares that may be acquired pursuant to the exercise of
options granted under the 1992 Stock Option Plan for Outside Directors (the
"Directors Option Plan").
(3) Includes 36,294 shares granted to Mr. Bristol that may be acquired pursuant
to presently exercisable stock options.
(4) Includes 5,000 shares granted to Mr. Davis that may be acquired pursuant to
presently exercisable stock options.
(5) Includes 17,498 shares granted to Mr. Hojnicki that may be acquired
pursuant to presently exercisable stock options.
(6) Includes 3,229 unallocated shares under the Bank Recognition and Retention
Plans. Also includes 67,210 shares that may be acquired pursuant to
presently exercisable stock options granted to executive officers, and
61,448 shares that may be acquired pursuant to presently exercisable stock
options granted under the Directors Option Plan.
(7) Includes 8,053 shares allocated to the accounts of executive officers under
the Bank's ESOP. Excludes the remaining 125,751 shares of Common Stock
owned by the Bank's ESOP. The ESOP Administrative committee administers the
ESOP. Under the terms of the ESOP, shares of Common Stock allocated to the
account of employees are voted in accordance with the instructions of the
respective employees. Unallocated shares are voted by the ESOP Trustee in a
manner that reflects the directions received from employees as to allocated
shares.
Item 13. Certain Relationships and Related Transactions.
The Bank does not make loans to its directors and executive officers,
and has no relationships with its directors or executive officers that are
required to be disclosed pursuant to this Item.
11
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
DATED: January 28, 1997 HINSDALE FINANCIAL CORPORATION
(Registrant)
By: /s/ Kenne P. Bristol
--------------------
Kenne P. Bristol
President, Chief Executive Officer and
Director
12
