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
PERMANENT BANCORP, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than Registrant)
<PAGE>
[PERMANENT BANCORP LETTERHEAD]
June 20, 1997
Dear Fellow Stockholder:
On behalf of the Board of Directors and management of Permanent
Bancorp, Inc., we cordially invite you to attend the Annual Meeting of
Stockholders of the Company. The Meeting will be held at 4:00 p.m., Evansville,
Indiana time, on July 22, 1997, at the main office of the Company located at 101
Southeast Third Street, Evansville, Indiana.
Under the direction of your current Board of Directors, Permanent
Bancorp, Inc. has continued to achieve significant growth in its core earnings,
and expansion of its retail franchise resulting in the enhancement of
stockholder value. Some of the milestones that Permanent Bancorp has achieved
are:
o The payment of a regular quarterly cash dividend during fiscal
1997 that represented a 50% increase over the previous year.
The Company has announced another 33% increase in the
quarterly dividend to $.10 per share during fiscal 1998.
o Recording a 90% increase in earnings during fiscal 1997 before
a one-time industry wide assessment by the Federal Deposit
Insurance Corporation.
o Significantly reducing the ratio of non-performing assets to
total assets from 2.43% at March 31, 1995 to 1.11% at March
31, 1997.
o Maintaining regulatory capital levels far in excess of
regulatory capital requirements.
We encourage you to attend the Meeting in person. Whether or not you
plan to attend, however, please read the enclosed Proxy Statement and then
complete, sign and date the enclosed white proxy and return it in the
accompanying postpaid return envelope as promptly as possible. This will save
the Company additional expense in soliciting proxies and will ensure that your
shares are represented at the Meeting.
Thank you for your attention to this important matter.
Very truly yours,
/s/Donald P. Weinzapfel
-----------------------
Donald P. Weinzapfel
Chairman of the Board, President
and Chief Executive Officer
<PAGE>
PERMANENT BANCORP, INC.
101 Southeast Third Street
Evansville, Indiana 47708
(812) 428-6800
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be Held on July 22, 1997
Notice is hereby given that the Annual Meeting of Stockholders (the
"Meeting") of Permanent Bancorp, Inc. (the "Company") will be held at the main
office of the Company located at 101 Southeast Third Street, Evansville,
Indiana, at 4:00 p.m. Evansville, Indiana time, on July 22, 1997.
A Proxy Card and a Proxy Statement for the Meeting are enclosed.
The Meeting is for the purpose of considering and acting upon:
1. The election of three directors of the Company;
2. The ratification of the appointment of Deloitte & Touche LLP
as auditors for the Company for the fiscal year ending March
31, 1998;
and such other matters as may properly come before the Meeting, or any
adjournments or postponements thereof. The Board of Directors is not aware of
any other business to come before the Meeting.
Any action may be taken on the foregoing proposals at the Meeting on
the date specified above, or on any date or dates to which the Meeting may be
adjourned. Stockholders of record at the close of business on June 6, 1997 are
the stockholders entitled to vote at the Meeting and any adjournments or
postponements thereof.
You are requested to complete and sign the enclosed Proxy Card which is
solicited on behalf of the Board of Directors, and to mail it promptly in the
enclosed envelope. The Proxy will not be used if you attend and vote at the
Meeting in person.
By Order of the Board of Directors
/s/Donald P. Weinzapfel
-----------------------
Donald P. Weinzapfel
Chairman of the Board, President
and Chief Executive Officer
Evansville, Indiana
June 20, 1997
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE
OF FURTHER REQUESTS FOR PROXIES TO ENSURE A QUORUM AT THE MEETING.
A SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE.
NO POSTAGE IS REQUIRED IF MAILED WITHIN THE UNITED STATES.
<PAGE>
PROXY STATEMENT
PERMANENT BANCORP, INC.
101 Southeast Third Street
Evansville, Indiana 47708
(812) 428-6800
ANNUAL MEETING OF STOCKHOLDERS
July 22, 1997
This Proxy Statement is furnished in connection with the solicitation on
behalf of the Board of Directors of Permanent Bancorp, Inc. (the "Company") of
proxies to be used at the Annual Meeting of Stockholders of the Company (the
"Meeting") which will be held at the main office of the Company, located at 101
Southeast Third Street, Evansville, Indiana, on July 22, 1997, at 4:00 p.m.,
Evansville, Indiana time, and all adjournments of the Meeting. The accompanying
Notice of Annual Meeting and this Proxy Statement are first being mailed to
stockholders on or about June 20, 1997. Certain of the information provided
herein relates to Permanent Federal Savings Bank (the "Bank"), a wholly owned
subsidiary of the Company.
At the Meeting, stockholders of the Company are being asked to consider
and vote upon (i) the election of three directors of the Company and (ii) a
proposal to ratify the appointment of Deloitte & Touche LLP as the Company's
auditors for the fiscal year ending March 31, 1998.
Vote Required and Proxy Information
All shares of common stock of the Company, par value $.01 per share (the
"Common Stock"), represented at the Meeting by properly executed proxies
received prior to or at the Meeting and not revoked, will be voted at the
Meeting in accordance with the instructions thereon. If no instructions are
indicated, properly executed proxies will be voted for the nominees and the
adoption of the proposal set forth in this Proxy Statement. The Company does not
know of any matters, other than as described in the Notice of Annual Meeting,
that are to come before the Meeting.
If any other matters are properly presented at the Meeting for action, the
persons named in the enclosed form of proxy and acting pursuant thereto will
have the discretion to vote on such matters in accordance with their best
judgment.
Directors shall be elected by a plurality of the votes present in person
or represented by proxy at the Meeting and entitled to vote on the election of
directors. In all matters other than the election of directors, the affirmative
vote of the majority of shares present in person or represented by proxy at the
Meeting and entitled to vote on the matter shall be the act of the stockholders.
Proxies marked to abstain with respect to a proposal have the same effect as
votes against the proposal. Broker non-votes have no effect on the vote.
One-third of the shares of the Common Stock, present in person or represented by
proxy, shall constitute a quorum for purposes of the Meeting. Abstentions and
broker non-votes are counted for purposes of determining a quorum.
<PAGE>
A proxy given pursuant to this solicitation may be revoked at any time
before it is voted. Proxies may be revoked by: (i) filing with the Secretary of
the Company at or before the Meeting a written notice of revocation bearing a
later date than the proxy, (ii) duly executing a subsequent proxy relating to
the same shares and delivering it to the Secretary of the Company at or before
the Meeting, or (iii) attending the Meeting and voting in person (although
attendance at the Meeting will not in and of itself constitute revocation of a
proxy). Any written notice revoking a proxy should be delivered to Carl E. Root,
Secretary, Permanent Bancorp, Inc., 101 Southeast Third Street, Evansville,
Indiana 47708.
Voting Securities and Certain Holders Thereof
Stockholders of record as of the close of business on June 6, 1997 will
be entitled to one vote for each share then held. As of that date, the Company
had 2,097,040 shares of Common Stock issued and outstanding. The following table
sets forth information regarding share ownership of: (i) those persons or
entities known by management to beneficially own more than five percent of the
Common Stock, and (ii) all directors and executive officers as a group.
<TABLE>
<CAPTION>
Shares Percent
Beneficially of
Beneficial Owner Owned Class
---------------- ----- -----
<S> <C> <C>
Permanent Bancorp, Inc. 166,635(1) 7.95%
Employee Stock Ownership Plan
101 Southeast Third Street
Evansville, Indiana 47708
John Hancock Mutual Life Insurance Company, et al. 133,500(2) 6.37
John Hancock Place
P.O. Box 111
Boston, Massachusetts 02117
Rahmi Soyugenc 129,823(3) 6.19
119 LaDonna Boulevard
Evansville, Indiana 47711
LaSalle/Kross Partners, Limited Partnership 142,900(4) 6.81
350 East Michigan, Suite 500
Kalamazoo, MI 49007
Directors and executive officers
of the Company and the Bank
as a group (16 persons) 268,824(5) 12.13
- ------------
(1) First Bankers Trust Co., N.A., Quincy, Illinois, the trustee of the
ESOP, has sole voting and investment power over the 89,532 shares held
by the Company's Employee Stock Ownership Plan (the "ESOP") which have
not been allocated to participants, and may be deemed under applicable
regulations to beneficially own such shares. Participants under the
ESOP have the right to direct the voting of the 77,103 shares allocated
to their ESOP accounts. Under the terms of the ESOP, unallocated shares
are voted by the trustee in the same proportion that the participants
vote the allocated shares with respect to each issue being voted upon.
<PAGE>
(2) As reported in Schedule 13G, dated February 4, 1997, by John Hancock
Mutual Life Insurance Company and certain of its subsidiaries,
including John Hancock Advisers, Inc., an investment advisor, which
reported sole voting and investment power over 133,500 shares of the
Common Stock held by two management companies for which it acts as
advisor.
(3) As reported in Schedule 13D, dated April 4, 1995, in which Mr. Soyugenc
reported sole voting and investment power over 129, 823 shares of
Common Stock.
(4) As reported in an amended Schedule 13D, dated June 13, 1997, in which
LaSalle/Kross reported shared voting and investment power with Peter T.
Kross, limited partner, sole director and sole executive officer of
Kross Financial Inc. and Richard J. Nelson and his wife, Florence
Nelson, limited partners in LaSalle/Kross over 142,900 shares of Common
Stock.
(5) This amount includes shares held directly, as well as shares held
jointly with family members, shares held in retirement accounts, shares
allocated to the accounts of such persons under the ESOP, shares held
in a fiduciary capacity, held by certain of the group members'
families, or held by trusts of which the group member is a trustee or
substantial beneficiary, with respect to which shares the group member
may be deemed to have sole or shared voting and/or investment power.
This amount also includes an aggregate of 46,126 shares awarded under
the Company's Recognition and Retention Plan (the "RRP") to the group
members (adjusted for shares withheld by the Company to satisfy tax
withholding obligations). Holders of RRP shares have sole voting and
investment power over the vested portion of such shares and sole voting
and no investment power over the unvested portion of such shares. This
amount also includes an aggregate of 119,217 shares subject to options
awarded under the Company's 1993 Stock Option and Incentive Plan (the
"Stock Option Plan") which have vested and are exercisable within 60
days of the date hereof. This amount excludes an aggregate of 51,583
shares subject to options granted under the Stock Option Plan which
have not vested and are not exercisable within 60 days of the date
hereof.
</TABLE>
I. ELECTION OF DIRECTORS
General
The Company's Board of Directors currently consists of ten members. Each
of the current directors of the Company has served in such capacity since the
Company's organization in December 1993, except for Mr. McCarty, who was
appointed to the Board in August 1996, Mr. Brown, who was appointed to the Board
in March 1997 and Mr. Butterfield, who was appointed to the Board in January
1995. The Board is divided into three classes, with two classes containing three
members each and the third class containing four members. One of the three
stands for election annually. Directors of the Company are generally elected to
serve for a three-year term or until their respective successors are elected and
qualified.
<PAGE>
The following table sets forth certain information, as of June 6, 1997,
regarding the composition of the Company's Board of Directors, including each
director's term of office. The Board of Directors acting as the nominating
committee has recommended and approved the nominees identified in the following
table. It is intended that the proxies solicited on behalf of the Board of
Directors (other than proxies in which the vote is withheld as to a nominee)
will be voted at the Meeting FOR the election of the nominees identified below.
If a nominee is unable to serve, the shares represented by all valid proxies
will be voted for the election of such substitute nominee as the Board of
Directors may recommend. At this time, the Board of Directors knows of no reason
why any nominee may be unable to serve, if elected. Except as disclosed herein,
there are no arrangements or understandings between the nominee and any other
person pursuant to which the nominee was selected.
<TABLE>
<CAPTION>
Shares of
Term Common Stock Percent
Position(s) Held Director to Beneficially of
Name Age in the Company Since(1) Expire Owned (2) Class
---- --- -------------- -------- ------ --------- -----
<S> <C> <C> <C> <C> <C>
NOMINEES
Daniel F. Korb 65 Director 1981 2000 11,048 (3)
Robert L. Northerner 68 Director 1978 2000 8,498 (3)
James W. Vogel 68 Director 1975 2000 17,498 (3)
DIRECTORS CONTINUING IN OFFICE
John W. Forster 69 Director 1978 1998 7,998 (3)
Jack H. Kinkel 57 Director 1975 1998 23,298(4) 1.11
James A. McCarty, Jr. 44 Director 1996 1998 200 (3)
Murray J. Brown 48 Executive Vice President, 1997 1998 10,910 (3)
Chief Operating Officer
and Director
Donald P. Weinzapfel 60 Chairman of the Board, 1978 1999 99,696(5) 4.63
President and Chief
Executive Officer
John R. Stone 65 Director 1992 1999 31,486(6) 1.49
James D. Butterfield 40 Director 1995 1999 2,380 (3)
<PAGE>
(1) Includes service as a director of the Bank.
(2) Amounts include shares held directly and jointly with family members, as
well as shares which are held in retirement accounts, held in a fiduciary
capacity, held by certain members of the director's family, or held by
trusts of which the director is a trustee or substantial beneficiary, with
respect to which shares the respective directors may be deemed to have sole
or shared voting and/or investment power. Amounts also include 17,015,
6,667, 3,000, and 1,428 shares of restricted stock granted under the RRP
(adjusted for shares withheld by the Company to satisfy tax withholding
obligations) to Mr. Weinzapfel, Mr. Stone, Mr. Brown and each other
non-employee director (other than Mr. Butterfield and Mr. McCarty),
respectively. Sixty percent of the restricted shares have vested to date
(other than Mr. Stone's shares, which are 100% vested), over which shares
such persons have sole voting and investment power. Holders of restricted
stock have sole voting and no investment power over the unvested portion of
their RRP shares. Amounts also include 51,616, 23,805, 4,000 and 3,570
shares subject to options awarded under the Stock Option Plan to Mr.
Weinzapfel, Mr. Stone, Mr. Brown and to each other non-employee director of
the Company, (other than directors Butterfield and McCarty) respectively,
which have vested and which are exercisable within 60 days of the date
hereof. Amounts exclude 17,854, 2,381, 12,000, 4,761 and 1,191 shares
subject to options granted under the Stock Option Plan to Mr. Weinzapfel,
Mr. Butterfield, Mr. Brown, Mr. McCarty and to each of the other
non-employee directors, respectively, which have not vested and are not
exercisable within 60 days of the date hereof.
(3) Less than one percent.
(4) Includes 8,400 shares held directly, 10,000 shares held as profit sharing
plan trustee.
(5) Includes 41,184 shares held directly, 580 shares held by Mr. Weinzapfel's
spouse and 4,632 shares held in Mr. Weinzapfel's account under the ESOP and
51,616 shares subject to options granted under the Stock Option Plan which
are exercisable within 60 days of the date hereof.
(6) Includes 1,014 shares held in Mr. Stone's account under the ESOP.
</TABLE>
The principal occupation of each director of the Company and each of
the nominees for director is set forth below. All directors and nominees have
held their present position for at least five years unless otherwise indicated.
Daniel F. Korb. Prior to his retirement on December 31, 1993, Mr. Korb
served as Executive Vice President and Secretary of the Bank. Mr. Korb joined
the Bank in 1953, was promoted to Executive Vice President in 1985 and became
Secretary in 1990.
Robert L. Northerner. Since 1991, Mr. Northerner has served as Vice
President of Sales and General Manager of The Floor Covering Emporium, an
Evansville-based floor covering company. Prior thereto, Mr. Northerner was
co-owner (along with Director Vogel) and served as President of Dale Sales
Company, Inc., a service merchandising company, prior to its merger into
Roundy's, another service merchandising company. After the merger, Mr.
Northerner served as Vice President of Sales for the Evansville branch of
Roundy's from 1985 to 1989.
<PAGE>
James W. Vogel. Mr. Vogel is currently retired. Mr. Vogel was the
founder and co-owner (along with Director Northerner) of Dale Sales Company,
Inc. from 1952 to 1985, when this business was sold to Roundy's.
John W. Forster. Prior to his retirement in 1985, Mr. Forster was owner
and manager of Key Markets, a grocery located in Evansville, since 1951.
Jack H. Kinkel. Mr. Kinkel is President of Jack R. Kinkel & Son
Architects, P. C. and has been in private practice since 1964. Mr. Kinkel is a
licensed architect in Indiana, Kentucky and Illinois. He is certified by the
National Council of Architectural Registration Boards and is a member of the
American Institute of Architects.
James A. McCarty, Jr. Mr. McCarty joined the Board of Directors in
August of 1996. Since 1989, he has served as President of McCarty's Colonial
Home and Garden Supplies. As president, Mr. McCarty oversees all company
business including management of 100 full-time employees.
Murray J. Brown. Mr. Brown is currently serving as Executive Vice
President and Chief Operating Officer of the Company and the Bank, a position he
has held since October of 1995. Mr. Brown joined the Board of Directors in March
of 1997. From November 1991 until November 1993, Mr. Brown served as the
president and CEO of Trans Financial Bank of Tennessee. From November 1993 until
October 1995, Mr. Brown was self-employed as a private investor/consultant and
from February 1992 until November 1993, he served as a Director of Trans
Financial Corporation.
Donald P. Weinzapfel. Mr. Weinzapfel joined the Bank in 1978 as Vice
President and Director upon the merger of Home Federal Savings and Loan
Association of Evansville into the Bank. He has served as President and Chief
Executive Officer of the Bank since 1985 and as Chairman of the Board since
1990. Mr. Weinzapfel is responsible for directing and overseeing all aspects of
the Bank's operations. Mr. Weinzapfel also serves as President and Director of
the Bank's subsidiaries, Perma Service Corp. and Permanent Insurance Agency,
Inc.
John R. Stone. Until his retirement, effective April 1, 1995, Mr. Stone
served as an Executive Vice President of the Bank from January 1990, as
Secretary of the Bank from January 1994, and served in several capacities in the
Bank's lending department since joining the Bank in 1964.
James D. Butterfield. Mr. Butterfield joined the Board of Directors on
January 1, 1995. Since 1987, Mr. Butterfield has served as President of Smith &
Butterfield, Inc., a large office equipment and supply firm in the Evansville
area.
Meetings and Committees of the Board of Directors
Meetings and Committees of the Company. Meetings of the Company's Board
of Directors are generally held on a monthly basis, as necessary. The Board of
Directors held 12 regular meetings during fiscal 1997. During fiscal 1997, no
incumbent director of the Company attended fewer than 75% of the aggregate of
the total number of Board meetings or meeting held by the Board committees on
which he served.
<PAGE>
The Board of Directors of the Company has standing Executive, Audit and
Compensation Committees.
The Executive Committee is comprised of Directors Korb, Vogel,
Northerner and Stone. The Executive Committee meets on an as needed basis and
exercises the power of the Board of Directors between Board meetings, to the
extent permitted by Delaware law. This Committee did not meet during fiscal
1997.
The Audit Committee recommends independent auditors to the Board,
reviews the results of the auditors' services, reviews with management and the
internal auditors the systems of internal control and internal audit reports and
assures that the books and records of the Company are kept in accordance with
applicable accounting principles and standards. The members of the Audit
Committee are Directors Kinkel, Butterfield and Forster. During the fiscal year
ended March 31, 1997, this Committee did not meet; rather, the full Board
performed its function.
The Compensation Committee is composed of Directors Vogel, Butterfield
and Forster. This Committee is responsible for administering the Company's Stock
Option Plan and RRP. This Committee met two times during the fiscal year ended
March 31, 1997.
The entire Board of Directors acts as a nominating committee for
selecting nominees for election as directors. While the Board of Directors of
the Company will consider nominees recommended by stockholders, the Board has
not actively solicited such nominations. Pursuant to the Company's Bylaws,
nominations by stockholders must be delivered in writing to the Secretary of the
Company at least 30 days prior to the date of the Meeting.
Meetings and Committees of the Bank. The Bank's Board of Directors
meets monthly and may have additional special meetings upon the written request
of the Chairman of the Board or at least three directors. The Board of Directors
met 13 times during the fiscal year ended March 31, 1997. During fiscal 1997, no
incumbent director of the Bank attended fewer than 75% of the aggregate of the
total number of Board meetings and the total number of meetings held by the
committees of the Board of Directors on which he served.
The Bank has standing Audit and Compensation Committees.
The Audit Committee meets quarterly to review the adequacy of internal
and external audit controls and directly supervises the Bank's Internal Auditor.
The Audit Committee also recommends the selection of the Bank's independent
auditors to the Board of Directors, meets with the auditors to discuss the scope
and to review the results of the annual audit and acts as liaison between the
Board and management and the auditors. Board members of this Committee include
Directors Kinkel (Chairman), Forster, Butterfield and Weinzapfel (ex officio).
This Committee met four times during fiscal 1997.
The Compensation Committee meets annually to review salaries and
directors fees as well as the performance of officers, and to recommend
compensation adjustments to the full Board. This Committee is comprised of
Directors Vogel (Chairman), Northerner, Butterfield, Korb and Weinzapfel (ex
officio). During fiscal 1997, this Committee met two times.
<PAGE>
Director Compensation
Fees. The Company's directors are not paid fees for their service in
such capacity. Non-employee directors of the Bank are paid a fee of $1,000 per
quarter plus $500 per Board meeting attended. Employee members of the Bank's
Board receive $500 for each Board meeting attended. Effective April 1, 1997,
Non-employee directors fees increased to $1,250 per quarter plus $625 per board
meeting attended. In addition, fees to employee members of the Bank's Board
increased to $625 per board meeting attended. No fee is paid for membership on
the Bank's committees.
Deferred Compensation Agreements. The Bank has entered into a Director
Deferred Compensation Agreement ("DDCA") with each non-employee director, other
than Messrs. Stone and Butterfield. The DDCAs are unfunded, non-qualified
agreements which provide for retirement, death and disability benefits for the
participants or their designated beneficiaries. Under the DDCAs, each
non-employee director may, for a period of up to five years, make an annual
election to defer receipt of all or a portion of his monthly director fees.
Deferred amounts are credited with interest, compounded monthly, at a rate equal
to the greater of (i) the Seven Year Treasury Constant Maturity Index plus 200
basis points, or (ii) a 10% annualized rate. When the director reaches the age
specified in his DDCA (generally between age 70 and 73), he will be entitled to
receive his accrued benefit payable over a 10-year period. The DDCAs also
provide for disability and death benefits, including a $10,000 burial expense
payment. Until disbursed, the amounts directed to be deferred are subject to the
claims of general creditors.
Executive Compensation
The Company has not paid any compensation to its executive officers
since its formation. The Company does not presently anticipate paying any
compensation to such persons until it becomes actively involved in the operation
or acquisition of businesses other than the Bank.
<PAGE>
The following table sets forth information regarding compensation paid
by the Bank to its Chief Executive Officer and its Chief Operating Officer for
services rendered during fiscal years ended March 31, 1997, 1996 and 1995. No
other executive officer made in excess of $100,000 during the fiscal year ended
March 31, 1997.
<TABLE>
<CAPTION>
Summary Compensation Table
Long Term
Annual Compensation
Compensation Awards
----------------------- -----------------------
Restricted
Name and Principal Stock Options/ All Other
Position Year Salary($) Bonus($) Award(s)($) SARs (#) Compensation($)
-------- ---- --------- -------- ----------- -------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Donald P. Weinzapfel 1997 $156,600 34,452 --- --- $4,948(1)
President and Chief 1996 156,600 --- --- --- 4,879(1)
Executive Officer 1995 140,016 --- --- --- 3,826(1)
Murray J. Brown 1997 110,000 18,150 --- --- 3,846(2)
Executive Vice-President and 1996(3) 45,833 --- 49,313(4) 16,000 1,099(2)
Chief Operating Officer
- ------------------
(1) 1997: Matching contributions to Mr. Weinzapfel's account in the Bank's
401(k) Plan, $1,500 health insurance premiums $3,448; 1996: $1,581, $3,298;
1995: $350, $3,476
(2) Includes matching contributions to Mr. Brown's account in the Bank's 401(k)
of $367 and $3,479 of health insurance premiums; 1996 amount reflect $1,099
of health insurance premiums.
(3) Amounts shown reflect the period from October 1995 to March 31, 1996.
(4) Amount reflects the dollar value of the restricted stock awarded to Mr.
Brown pursuant to the RRP on November 21, 1995.
</TABLE>
<PAGE>
The following table sets forth certain information concerning the
number and value of stock options at March 31, 1997 held by the Chief Executive
Officer and the Chief Operating Officer.
<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FY-END
OPTION VALUES
Value of
Number of Unexercised
Unexercised In-the-Money
Options at Options at
FY-End (#) FY-End ($)(1)
--------------------------- -----------------------------
Shares Acquired
Name on Exercise (#) Value Realized ($) Exercisable Unexercisable Exercisable Unexercisable
---- --------------- ------------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Donald P. Weinzapfel 261 $2,806 53,300 17,854 $572,975 $191,931
Murray J. Brown N/A N/A 4,000 12,000 $ 17,250 $ 51,750
- ----------------
(1) Represents the aggregate market value of incentive stock options to
purchase shares of Common Stock (market price less the exercise price
of $10.00 per share with regard to Mr. Weinzapfel and $16.4375 per
share with regard to Mr. Brown) awarded to Messrs. Weinzapfel and Brown
based upon the closing price of $20.75 per share for the Common Stock
on March 31, 1997, as reported by the Nasdaq National Market.
</TABLE>
Employment Agreement
In connection with the Bank's conversion from mutual to stock form
completed on March 31, 1994 (the "Conversion"), the Bank entered into an
employment agreement with Donald P. Weinzapfel. On November 21, 1995, the Bank
also entered into an employment agreement with Murray J. Brown. The employment
agreements provide for three year terms and an annual base salary as determined
by the Board of Directors, which may not be less than each officer's current
salary. Salary increases are reviewed not less often than annually thereafter,
and are subject to the sole discretion of the Board of Directors. The employment
agreements provide for an extension for one additional year at the end of each
contract year, but only upon authorization by the Board of Directors. As of
March 31, 1997, each agreement has been renewed annually. The agreements provide
for termination upon the officer's death, for cause or upon certain events
specified by regulations of the Office of Thrift Supervision. The agreement is
terminable by the officer upon 90 days' notice to the Bank.
The employment agreements also provide for payment to the officers in
the event there is a change in control of the Company or the Bank (as defined in
the agreement) where employment terminates involuntarily in connection with such
change in control or within 12 months thereafter, of the remaining salary
payable under the contract, plus an additional amount, the sum of which will not
exceed 299% of the officers' highest salary in effect under the employment
agreements at any time during the 12 months prior to the date of termination,
provided that total payments under the agreements may not exceed three times the
officers' average annual compensation or an amount that would cause certain
adverse tax consequences to the Bank and the officers under Section 280G of the
Internal Revenue Code of 1986, as amended. The agreements contain a provision
which prohibits the officers, for a period of one year, from, directly or
<PAGE>
indirectly, owning, managing, operating or controlling, or participating in the
ownership, management, operation or control of, or be employed by or connected
in any manner with, any financial institution having an office located within 20
miles of any office of the Bank at the date of his termination. The agreements
also provide, among other things, for participation in an equitable manner in
employee benefits applicable to executive personnel. The employment agreements
may have an "anti-takeover" effect that could affect a proposed future
acquisition of control of the Company.
Pension Plan
The Bank's employees are included in the Financial Institutions
Retirement Fund, a multiple employer comprehensive pension plan (the "Pension
Plan"). This noncontributory defined benefit retirement plan covers all
full-time employees who have reached the age of 21 and have completed one year
of service. The Pension Plan currently provides for an annual benefit at normal
retirement (age 65) equal to 2% of the employee's average annual salary over the
five consecutive years of highest salary multiplied by the employee's number of
years of service. Other than administrative expenses of the Pension Plan paid by
the Bank, the Bank did not make a contribution to the Pension Plan during fiscal
1997.
The following table indicates the annual retirement benefit that would
be payable under the Pension Plan upon retirement at age 65 to a participant
electing to receive his retirement in the standard form of benefit, assuming
various specified levels of compensation and years of service.
<TABLE>
<CAPTION>
PENSION PLAN TABLE
------------------
Years of Service
--------------------------------------------------------------------------------------
Remuneration 15 20 25 30 35 40 45
<S> <C> <C> <C> <C> <C> <C> <C>
$ 50,000 $15,000 $ 20,000 $ 25,000 $ 30,000 $ 35,000 $ 40,000 $ 45,000
75,000 22,500 30,000 37,500 45,000 52,500 60,000 67,500
100,000 30,000 40,000 50,000 60,000 70,000 80,000 90,000
125,000 37,500 50,000 62,500 75,000 87,500 100,000 113,600
150,000 45,000 60,000 75,000 90,000 105,000 113,600 113,600
175,000 52,500 70,000 87,500 105,000 113,600 113,600 113,600
200,000 60,000 80,000 100,000 113,600 113,600 113,600 113,600
225,000 67,500 90,000 113,600 113,600 113,600 113,600 113,600
</TABLE>
At March 31, 1997, Mr. Weinzapfel had 42 years of credited service
under the Pension Plan.
Certain Transactions
The Bank has followed a policy of granting loans offered generally by
the Bank, subject to applicable regulations, to officers, directors and
employees. The loans to such persons are made in the ordinary course of business
and on the same terms and conditions as those of comparable transactions
prevailing at the time, in accordance with the Bank's underwriting guidelines,
and do not involve more than the normal risk of collectibility or present other
<PAGE>
unfavorable features, which is consistent with current federal requirements.
Loans to executive officers and directors must be approved by a majority of the
disinterested directors and loans to other officers and other employees must be
approved by two officers of the Bank who are authorized to approve such loans.
Loans to all directors, executive officers, employees and their associates
totaled approximately $2.2 million at March 31, 1997, which was approximately
5.7% of the Company's stockholders' equity at such date.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who own more than 10% of
a registered class of the Company's equity securities, to file with the
Securities and Exchange Commission initial reports of ownership and reports of
changes in ownership of the Common Stock. Officers, directors and greater than
10% shareholders are required by regulation to furnish the Company with copies
of all Section 16(a) forms they file.
To the Company's knowledge, based solely upon information provided to
the Company by the officers and directors subject to Section 16 of the
Securities Exchange Act of 1934, all such persons timely reported all
transactions as required with the exception of executive officers Brown and Root
who filed one late report covering one transaction each. In addition, Mr.
McCarty's initial statement of beneficial ownership on Form 3 was not filed
timely.
Compensation Committee Report on Executive Compensation
Set forth below is a report prepared by Directors Vogel, Forster and
Butterfield, in their capacity as the Compensation Committee of the Board of
Directors of the Company (the "Company Committee") and Directors Vogel,
Northerner, Butterfield, Korb and Weinzapfel in their capacity as the
Compensation Committee of the Board of Directors of the Bank (the "Bank
Committee"). The Company Committee administers the Stock Option Plan and RRP.
The Bank Committee meets annually to review salaries and directors fees as well
as the performance of officers, and to recommend compensation adjustments to the
full Board. The report below addresses the compensation policies for the last
fiscal year as they affected the Chief Executive Officer, Mr. Weinzapfel, and
other executive officers of the Company and the Bank.
Salaries. The Bank Committee sets the salaries for each executive
officer, including Mr. Weinzapfel, annually, under a salary
administration program applicable to all executive officers designed
for the Bank by an independent consulting firm. Under the program,
salaries are set within ranges of executives in comparable positions in
the Bank's competitive market. The Bank Committee uses these ranges as
a guide for determining each executive officer's salary, subject to
adjustment on a case-by-case basis. An executive officer's salary may
vary within the salary range for each position as a result of the Bank
Committee's assessment of the executive's individual performance over
the past year, as well as tenure and internal and external
competitiveness. Each of the Bank's executive officers earns near the
mid-point of his or her salary range.
<PAGE>
Stock Option Awards and Restricted Stock Awards. Among the benefits to
the Bank resulting from the Company's initial public offering of stock
in the Conversion is the ability to attract and retain personnel
through prudent use of stock option and other stock-related incentive
programs. In connection with the Conversion, the Company and the Bank
adopted the Stock Option Plan and the RRP. The Compensation Committee
believes that stock ownership by management and stock-based performance
compensation arrangements are beneficial in aligning management's and
stockholders' interests in the enhancement of stockholder value. Thus,
the Compensation Committee has utilized these elements in the
compensation packages to its executive officers. To date, the
Compensation Committee has awarded stock options under the Stock Option
Plan and restricted stock under the RRP to executive officers and other
key employees of the Bank. During the fiscal year ended March 31, 1994,
the Compensation Committee granted awards to Mr. Weinzapfel and the
executive officer group under the Stock Option Plan and RRP. No further
awards were granted to such persons during fiscal 1995. During fiscal
1996, the Compensation Committee awarded stock options for 16,000
shares and 3,000 shares of restricted stock to Mr. Murray J. Brown who
was newly appointed as Executive Vice President during the fiscal year;
besides Mr. Brown, no other awards were made to executive officers
during fiscal 1996. During fiscal 1997, the Compensation Committee
awarded 500 shares of restricted stock to Seth P. Allen, a Senior Vice
President of the Bank; besides Mr. Allen, no other awards were made to
executive officers during fiscal 1997.
In granting awards under the Stock Option Plan and RRP to Mr.
Weinzapfel and the other executive officers, the Company Committee
considered, among other things, position and years of service, value of
the individual's service to the Bank and the Company and the added
responsibilities of such individuals as executive officers of a public
company. As stock-related incentive plans, the Stock Option Plan and
RRP are also designed to recognize the past contributions of the
officers, directors and employees to the Bank and to encourage them to
remain with the Bank.
Bonus Awards. In order to align executive compensation with stockholder
interests, the Bank has developed a Cash Bonus Program in which
Executive Officers will be awarded a percent of their base salary upon
the achievement of certain levels of profitability.
Internal Revenue Code Section 162(m). In 1993, Section 162(m) was added
to the Internal Revenue Code, the effect of which is to eliminate the
deductibility of compensation over $1 million, with certain exclusions,
paid to each of certain highly compensated executive officers of
publicly held corporations, such as the Company. Section 162(m) applies
to all remuneration (both cash and non-cash) that would otherwise be
deductible for tax years beginning on or after January 1, 1994, unless
expressly excluded. Because the current compensation of each of the
Company's executive officers is well below the $1 million threshold,
the Company has not needed to address the new provision.
James W. Vogel
John W. Forster
James D. Butterfield
Robert L. Northerner
Daniel F. Korb
Donald P. Weinzapfel (ex officio)
<PAGE>
Stock Performance Presentation
Set forth below is a line graph comparing the cumulative total return
on the Company's Common Stock to the cumulative total return of the Nasdaq
Market Index and the Media General Savings and Loan Index for each semi-annual
period from April 4, 1994 (the date the Company's Common Stock first reported on
the Nasdaq Stock Market) through March 31, 1997. The presentation assumes $100
was invested on April 4, 1994.
CUMULATIVE TOTAL RETURN
PERMANENT BANCORP, INC., NASDAQ MARKET INDEX
AND SAVINGS AND LOAN INDUSTRY INDEX
[GRAPHIC-GRAPH PLOTTED TO POINTS LISTED BELOW]
<TABLE>
<CAPTION>
4/4/94 9/30/94 3/31/95 9/29/95 3/29/96 9/30/96 3/31/97
------ ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
Permanent Bancorp ............. $100 $110 $151 $165 $140 $164 $208
S&L Index...................... 100 115 113 149 162 180 225
NASDAQ Index................... 100 104 105 128 133 147 146
</TABLE>
Compensation Committee Interlocks and Insider Participation
During fiscal 1997, the Compensation Committee of the Bank was
comprised of Directors Vogel, Northerner, Butterfield, Korb and Weinzapfel (ex
officio). Prior to his retirement effective December 31, 1993, Mr. Korb served
as the Bank's Executive Vice President and Secretary. During fiscal 1997, Mr.
Weinzapfel served as Chairman of the Board, President and Chief Executive
Officer of the Bank. In addition, Mr. Weinzapfel has entered into an employment
agreement with the Bank. See "Employment Agreement" above. Mr. Weinzapfel did
not participate in any discussions pertaining to his employment contract, nor
did he vote on such matter.
II. RATIFICATION OF THE APPOINTMENT OF AUDITORS
The Board of Directors has renewed the Company's arrangement for
Deloitte & Touche LLP to be its auditors for the 1998 fiscal year, subject to
the ratification of the appointment by the Company's stockholders. A
representative of Deloitte & Touche LLP is expected to attend the Meeting, to
respond to appropriate questions and will have an opportunity to make a
statement if he or she so desires.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE
RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY'S
AUDITORS FOR THE FISCAL YEAR ENDING MARCH 31, 1998.
<PAGE>
ADDITIONAL INFORMATION
Other Information Regarding Stock Ownership by Directors and Officers
The following table sets forth the names and business (or home)
addresses of the directors of Permanent Bancorp, Inc. and Permanent Federal
Savings Bank and such other officers and their associates (together the
"Participants"), who may participate in the solicitation of proxies for this
meeting. This table also sets forth the number of shares of Common Stock
purchased or sold by the Participants in the last two years.
<TABLE>
<CAPTION>
Date of Number of Shares
Name and Business Address Transaction Purchased (Sold) Shares Owned(2)
- ------------------------- ------------- ------------------ ---------------
<S> <C> <C> <C>
Donald P. Weinzapfel 02-15-96 3,175 99,696
President, Chief Executive Officer 02-20-96 162
and Chairman of the Board 08-02-96 151
Permanent Bancorp, Inc. 12-24-96 261(1)
101 Southeast Third Street 04-23-97 1,154(1)
Evansville, Indiana 47733-3407 05-21-97 500(1)
Seth Allen 05-30-97 1,000 1,500
Senior Vice President
Permanent Federal Savings Bank
101 Southeast Third Street
Evansville, Indiana 47733-3407
Murray J. Brown 11-27-95 1,000 10,910
Executive Vice President, Chief 02-15-96 1,000
Operating Officer and Director 07-30-96 500
Permanent Bancorp, Inc. 02-25-97 500
101 Southeast Third Street 03-31-97 500
Evansville, Indiana 47733-3407
James D. Butterfield 03-24-97 2,380(1) 2,380
President
Smith & Butterfield, Inc.
2800 Lynch Road
Evansville, Indiana 47711
Richard Condi --- --- 10,227
Vice President
Permanent Federal Savings Bank
101 Southeast Third Street
Evansville, Indiana 47733-3407
John W. Forster --- --- 7,998
Retired
217 Spring Haven Drive
Evansville, Indiana 47710
<PAGE>
<CAPTION>
Date of Number of Shares
Name and Business Address Transaction Purchased (Sold) Shares Owned(2)
- ------------------------- ------------- ------------------ ---------------
<S> <C> <C> <C>
Jack H. Kinkel 09-06-96 100(1) 23,298
President
Jack Kinkel & Son Architects, P.C.
320 NW Martin Luther King Blvd.
Evansville, Indiana 47708
Glenna Kirsch 09-29-95 297(1) 2,576
Vice President 05-24-96 298(1)
Permanent Federal Savings Bank 04-04-97 297(1)
101 Southeast Third Street
Evansville, Indiana 47733-3407
Daniel F. Korb --- --- 11,048
Retired
508 South Ruston Avenue
Evansville, Indiana 47714
James A. McCarty, Jr. 03-18-97 200 200
President
McCarty's Colonial Home and Garden
Supplies
735 S. Green River Road
Evansville, Indiana 47715
Robert L. Northerner --- --- 8,498
Vice President and General Manager
The Floor Covering Emporium
1401 East Virginia Street
Evansville, Indiana 47711
George Orr 06-27-95 2,975(1) 15,046
Senior Vice President 07-25-95 (2,975)
Permanent Federal Savings Bank
101 Southeast Third Street
Evansville, Indiana 47733-3407
Carl Root 02-27-97 1,500 15,225
Vice President and Secretary
Permanent Bancorp, Inc.
101 Southeast Third Street
Evansville, Indiana 47733-3407
<PAGE>
<CAPTION>
Date of Number of Shares
Name and Business Address Transaction Purchased (Sold) Shares Owned(2)
- ------------------------- ------------- ------------------ ---------------
<S> <C> <C> <C>
Joseph Schnapf --- --- 11,238
Chief Financial Officer
Permanent Bancorp, Inc.
101 Southeast Third Street
Evansville, Indiana 47733-3407
John R. Stone 12-05-95 (5,000) 31,486
Retired
1916 Bayard Park Drive
Evansville, Indiana 47714
James W. Vogel --- --- 17,498
Retired
7755 Edmonson Drive
Newburgh, Indiana 47630
- ------------------
(1) Acquisition of shares upon exercise of stock options.
(2) Includes shares allocated to the holder's account through the Employee
Stock Ownership Plan. Amounts also include shares held directly and jointly
with family members, as well as shares which are held in retirement
accounts, held in a fiduciary capacity, held by certain members of the
holder's family, or held by trusts of which the holder is a trustee or
substantial beneficiary, with respect to which shares the respective
holders may be deemed to have sole or shared voting and/or investment
power. Amounts also include shares of restricted stock granted under the
RRP, over which shares such persons have sole voting and investment power.
Amounts also include shares subject to options awarded under the Stock
Option Plan which have vested and which are exercisable within 60 days of
the date hereof.
</TABLE>
None of the Participants has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) during the past ten
years. No Participants own the Company's common stock of record which is not
beneficially owned. None of the Participants own any securities of any
subsidiary of the Company.
None of the Participants has borrowed or otherwise obtained funds for
the purpose of acquiring or holding any securities of the Company except that
Donald P. Weinzapfel obtained a loan for $50,000 from Home Federal Savings Bank,
located in Seymour, Indiana for the purpose of purchasing Company Common Stock.
As of the date hereof, the outstanding balance on such loan was approximately
$37,000.
<PAGE>
Except as disclosed in this Proxy Statement and below, none of the
Participants has any arrangement or understanding with respect to any future
employment by the Company or its subsidiaries or any material future transaction
to which the Company or any of its subsidiaries was or is to be a party, nor any
material interest, direct or indirect, in any transaction which has occurred
since April 1, 1996 or any currently proposed transaction, or series of similar
transactions, to which the Company or any of its subsidiaries was or is to be a
party and in which the amount involved exceeds $60,000. Murray J. Brown has a
home mortgage on his personal residence with a principal amount outstanding of
approximately $94,100 and an interest rate of 6.00% (adjusting annually) as of
March 31, 1997.
Certain Participants participated in the Company's and the Bank's
various employee benefit plans. None of the Participants has any substantial
direct or indirect interest in any matters to be acted upon at the Meeting,
other than the directors who are being renominated for election to the Board.
STOCKHOLDER PROPOSALS
In order to be eligible for inclusion in the Company's proxy materials
for the next Annual Meeting of Stockholders, any stockholder proposal to take
action at such meeting must be received at the Company's main office located at
101 Southeast Third Street, Evansville, Indiana 47708, no later than February
27, 1998. Any such proposal shall be subject to the requirements of the proxy
rules adopted under the Securities Exchange Act of 1934.
The cost of solicitation of proxies will be borne by the Company. The
Company will reimburse brokerage firms and other custodians, nominees and
fiduciaries for reasonable expenses incurred by them in sending proxy materials
to the beneficial owners of Common Stock. The Company has retained Regan &
Associates, Inc. to assist in the solicitation of proxies for a fee estimated to
be approximately $3,000 plus reasonable out-of-pocket expenses. In addition to
solicitation by mail, directors, officers and regular employees of the Company
and/or the Bank may solicit proxies personally or by telegraph or telephone
without additional compensation.
OTHER MATTERS
The Board of Directors is not aware of any business to come before the
Meeting other than those matters described above in this Proxy Statement.
However, if any other matter should properly come before the Meeting, it is
intended that holders of the proxies will act in accordance with their best
judgment.
BY ORDER OF THE BOARD OF DIRECTORS
/s/Donald P. Weinzapfel
-----------------------
Donald P. Weinzapfel
Chairman of the Board, President
and Chief Executive Officer
Evansville, Indiana
June 20, 1997
<PAGE>
REVOCABLE PROXY
PERMANENT BANCORP, INC.
[ X ] PLEASE MARK VOTES AS IN THIS EXAMPLE
ANNUAL MEETING OF STOCKHOLDERS
July 22, 1997
The undersigned hereby appoints the Board of Directors of Permanent Bancorp,
Inc. (the "Company"), and the survivor of them, with full powers of
substitution, to act as attorneys and proxies for the undersigned to vote all
shares of common stock of the Company which the undersigned is entitled to vote
at the Annual Meeting of Stockholders (the "Meeting"), to be held at the main
office of the Company located at 101 Southeast Third Street, Evansville,
Indiana, at 4:00 p.m., Evansville, Indiana time, on July 22, 1997, and at any
and all adjournments and postponements thereof, as follows:
I. The election as directors of all nominees listed below for three-year terms.
DANIEL F. KORB ROBERT L. NORTHERNER JAMES W. VOGEL
[ ] FOR [ ] 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.
- --------------------------------------------------------------------------------
II. Ratification of the appointment of Deloitte & Touche LLP as auditors for the
Company for the fiscal year ending March 31, 1998.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
In their discretion, the proxies are authorized to vote on such other matters
as may properly come before the Meeting or any adjournments or postponements
thereof.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED,
THIS PROXY WILL BE VOTED FOR THE NOMINEES AND THE PROPOSAL STATED. IF ANY OTHER
BUSINESS IS PRESENTED AT SUCHMEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED IN
THIS PROXY IN THEIR BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD OF DIRECTORS
KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE MEETING.
The Board of Directors recommends a vote "FOR" the listed nominees and
proposal.
Please be sure to sign and date this Proxy in the box below.
_________________________________________
Date
_________________________________________
Stockholder sign above
_________________________________________
Co-holder (if any) sign above
<PAGE>
Detach above card, sign, date and mail in postage paid envelope provided.
PERMANENT BANCORP, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
Should the above signed be present and elect to vote at the Meeting or at any
adjournments or postponements thereof, and after notification to the Secretary
of the Company at the Meeting of the stockholder's decision to terminate this
Proxy, then the power of such attorneys and proxies shall be deemed terminated
and of no further force and effect.
The above signed acknowledges receipt from the Company, prior to the execution
of this Proxy, of a Notice of the Meeting, a Proxy Statement dated June 20, 1997
and the Company's Annual Report to Stockholders for the fiscal year ended March
31, 1997.
Please sign exactly as your name(s) appear(s) on this proxy card. When signing
as attorney, executor, administrator, trustee or guardian, please give your full
title. If shares are held jointly, each holder should sign.
PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY
