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 26, 1998
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 28, 1998, at the main office of the Company located at 101
Southeast Third Street, Evansville, Indiana.
In addition to the election of directors, stockholders are being asked
to ratify the appointment of Deloitte & Touche LLP as the Company's auditors.
Accordingly, your Board of Directors unanimously recommends that you vote FOR
the election of the nominees for director and the appointment of Deloitte &
Touche LLP .
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 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 28, 1998
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 28, 1998.
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, 1999;
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 12, 1998 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 26, 1998
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 28, 1998
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 28, 1998, 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 26, 1998. 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, 1999.
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.
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 Robert A.
Cern, Secretary, Permanent Bancorp, Inc., 101 Southeast Third Street,
Evansville, Indiana 47708.
1
<PAGE>
Voting Securities and Certain Holders Thereof
Stockholders of record as of the close of business on June 12, 1998
will be entitled to one vote for each share then held. As of that date, the
Company had 4,249,289 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. The amounts shown reflect the payment of a two-for-one stock split in the
form of a stock dividend on April 14, 1998 (the "Stock Dividend").
Shares Percent
Beneficially of
Beneficial Owner Owned Class
---------------- ----- -----
Permanent Bancorp, Inc. 333,270(1) 7.8%
Employee Stock Ownership Plan
101 Southeast Third Street
Evansville, Indiana 47708
Donald P. Weinzapfel 235,756(2) 5.4
101 Southeast Third Street
Evansville, Indiana 47708
Rahmi Soyugenc 259,646(3) 6.1
119 LaDonna Boulevard
Evansville, Indiana 47711
LaSalle Financial Partners, Limited Partnership 301,200(4) 7.1
350 East Michigan, Suite 500
Kalamazoo, MI 49007
Directors and executive officers
of the Company and the Bank
as a group (16 persons) 548,194(5) 12.1
- ------------
(1) First Bankers Trust Co., N.A., Quincy, Illinois, the trustee of the
ESOP, has sole voting and investment power over the 65,172 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 88,103 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.
(2) As reported on Schedule 13D, dated May 26, 1998, in which Mr.
Weinzapfel reported sole voting power over 95,559 shares, sole
dispositive power over 90,897 shares, shared voting power over 22,319
shares and shared dispositive power over 22,319 shares. The shares
shown in the table above as beneficially owned have been adjusted to
reflect the payment of the Stock Dividend.
(3) As reported in a Schedule 13D, dated April 4, 1995, in which Mr.
Soyugenc reported sole voting and investment power over 129,823 shares
of Common Stock. The shares shown in the table above as beneficially
owned have been adjusted to reflect the payment of the Stock Dividend.
<PAGE>
(4) As reported in an amended Schedule 13D, dated October 29, 1997 in which
LaSalle Financial Partners, Limited Partnership 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
Financial Partners, Limited Partnership over 150,600 shares of Common
Stock. The shares shown in the table above as beneficially owned have
been adjusted to reflect the payment of the Stock Dividend.
(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 63,527 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 136,305 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 35,046
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. The shares shown above as beneficially owned have been adjusted
to reflect the payment of the Stock Dividend.
2
<PAGE>
I. ELECTION OF DIRECTORS
General
The Company's Board of Directors currently consists of eleven members;
however, Director John Forster will not be continuing in office after this
Meeting. Each of the current directors of the Company has served in such
capacity since the Company's organization in December 1993, except for Messrs.
McCarty, Brown and Schenk. 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.
The following table sets forth certain information, as of June 12, 1998,
regarding the composition of the Company's Board of Directors continuing in
office, 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
Common Stock Percent
Position(s) Held Director Term to Beneficially of
Name Age in the Company Since(1) Expire Owned(2) Class
---- --- -------------- -------- ------ -------- -----
NOMINEES
<S> <C> <C> <C> <C> <C>
Jack H. Kinkel 58 Director 1975 2001 49,978(4) 1.2
James A. McCarty, Jr. 45 Director 1996 2001 6,380 (3)
Murray J. Brown 49 Chief Operating Officer, 1997 2001 30,820 (3)
Executive Vice President
and Director
<CAPTION>
DIRECTORS CONTINUING IN OFFICE
<S> <C> <C> <C> <C> <C>
Donald P. Weinzapfel 61 Chairman of the Board, 1978 1999 235,756(5) 5.4
President and Chief
Executive Officer
John R. Stone 66 Director 1992 1999 62,972(6) 1.5
James D. Butterfield 41 Director 1995 1999 8,140 (3)
Daniel F. Korb 66 Director 1981 2000 24,480 (3)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Robert L. Northerner 69 Director 1978 2000 19,378 (3)
James W. Vogel 69 Director 1975 2000 37,378 (3)
Daniel L. Schenk 44 Director 1998 2000 --- (3)
</TABLE>
- -----------------
(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,
3
<PAGE>
with respect to which shares the respective directors may be deemed to have
sole or shared voting and/or investment power. Amounts also include 136,000,
47,610, 16,000 and 9,522 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, respectively, which have vested and
which are exercisable within 60 days of the date hereof. Amounts exclude
2,382, 16,000, 7,142 and 9,522 shares subject to options granted under the
Stock Option Plan to Mr. Butterfield, Mr. Brown, Mr. McCarty and Mr. Schenk,
respectively, which have not vested and are not exercisable within 60 days
of the date hereof.
(3) Less than one percent.
(4) Includes 19,656 shares held directly, 20,000 shares held as profit sharing
plan trustee and 1,000 shares held as custodian for minor grandchildren
under the Uniform Gifts to Minors Act.
(5) Includes 87,244 shares held directly, 1,188 shares held by Mr. Weinzapfel's
spouse and 9,266 shares held in Mr. Weinzapfel's account under the ESOP.
(6) Includes 2,028 shares held in Mr. Stone's account under the ESOP.
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.
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.
<PAGE>
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.
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
4
<PAGE>
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.
James W. Vogel. Mr. Vogel is Secretary-Treasurer of Results Oriented,
Inc., a service merchandising company based in Indianapolis. Mr. Vogel was
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.
Daniel L. Schenk. Mr. Schenk is the Chancellor of Ivy Tech State
College - Evansville Region, a position he has held since 1990.
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. The Board of Directors held
12 regular meetings during fiscal 1998. During fiscal 1998, 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 with the exception of Director Stone, who has been unable to attend on a
regular basis since becoming ill in November, 1997.
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
1998.
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, McCarty and Forster. During the
fiscal year ended March 31, 1998, 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, 1998.
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 not less than 90 days prior to the date of the Meeting; provided
however, that in the event that less than one hundred days' notice or prior
public disclosure of the date of the meeting is given or made to the
stockholders, notice by the stockholder to be timely must be received not later
than the close of business on the 10th day following the day on which such
notice of the date of the annual meeting was mailed or such public disclosure
was made.
<PAGE>
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, 1998. During fiscal 1998, 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, with the exception of
Director Stone.
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
5
<PAGE>
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, McCarty and Weinzapfel (ex officio). This Committee met
four times during fiscal 1998.
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 1998 this Committee met two times.
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 $1,250 per
quarter plus $625 per Regular Board meeting attended. Employee members of the
Bank's Board receive $625 for each 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, Butterfield and Schenk. 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.
6
<PAGE>
The following table sets forth information regarding compensation paid
by the Bank to its Chief Executive Officer and Chief Operating Officer for
services rendered during fiscal years ended March 31, 1998, 1997 and 1996. No
other executive officer made in excess of $100,000 during the fiscal year ended
March 31, 1998.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long Term
Compensation
Annual Compensation Awards
------------------- ------
Restricted
Stock Options/ All Other
Name and Principal Position Year Salary Bonus Award(s) SARs Compensation
($) ($) ($) (#) ($)
--------------------------- ---- -------- ------- --------- ------ ---------
<S> <C> <C> <C> <C> <C> <C>
Donald P. Weinzapfel 1998 $165,213 $33,043 --- --- $5,016(1)
President and Chief 1997 156,600 34,452 --- --- 4,978(1)
Executive Officer 1996 156,600 --- --- --- 4,879(1)
Murray J. Brown 1998 $115,508 $17,326 --- --- 4,499(2)
Executive Vice-President and 1997 108,167 18,150 --- --- 2,478(2)
Chief Operating Officer 1996(3) 45,833 --- 49,313(4) 16,000 1,099(2)
</TABLE>
- ------------------
(1) 1996: Matching contributions to Mr. Weinzapfel's account in the Bank's
401(k) Plan, $1,672; health insurance premiums, $3,344; 1997: $1,500,
$3,448; 1996: $1,581, $3,298.
(2) Includes matching contributions to Mr. Brown's account in the Bank's 401(k)
of $1,155 and $3,344 of health insurance premiums; 1997: $367 and $3,479;
1996: $0 and $1,099.
(3) Amounts shown reflect the period from October 1995 to March 31, 1996.
(4) Amount reflects the dollar value of the restricted stock awarded to Mr.
Brown pursuant to the RRP on November 21, 1995.
The following table sets forth certain information concerning the
number and value of stock options at March 31, 1998 held by the Chief Executive
Officer and the Chief Operating Officer.
<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FY-END
OPTION VALUES
Value of
Number of Unexercised
Unexercised In-the-Money
Options at Options at
Shares FY-End (#) FY-End ($)(1)
Acquired Value ---------------------------- ----------------------------
Name on Exercise (#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
---- --------------- ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Donald P. Weinzapfel 2,154 $26,598 138,000 --- $1,737,937 $ ---
Murray J. Brown --- $ --- 16,000 16,000 $ 146,000 $146,000
</TABLE>
7
<PAGE>
(1) Represents the aggregate market value of incentive stock options to
purchase shares of Common Stock (market price less the exercise price
of $5.00 per share with regard to Mr. Weinzapfel's options and $8.1875
per share with regard to Mr. Brown's options) awarded to Messrs.
Weinzapfel and Brown based upon the closing price of $34.875 per share
for the Common Stock on March 31, 1998, as reported by the Nasdaq
National Market.
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. 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
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 contribute to the Pension Plan during fiscal 1998.
8
<PAGE>
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 25,000 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 87,500 100,000 112,500
150,000 45,000 60,000 75,000 90,000 105,000 118,182 118,182
175,000 52,500 70,000 87,500 105,000 118,182 118,182 118,182
200,000 60,000 80,000 100,000 118,182 118,182 118,182 118,182
225,000 67,500 90,000 112,500 118,182 118,182 118,182 118,182
</TABLE>
At March 31, 1998, Mr. Weinzapfel had 43 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
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 $2.5 million at March 31, 1998, which was approximately
5.9% of the Company's stockholders' equity at such date.
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.
<PAGE>
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.
9
<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 all 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 appointed as Executive Vice President during the fiscal
year. During fiscal 1997, the Compensation Committee awarded 500 shares
of restricted stock to Seth P. Allen, a Senior Vice President of the
Bank. During fiscal 1998, the Compensation Committee awarded 250 shares
of restricted stock to Robert Whitfield, Jr., 500 additional shares to
Senior Vice President Seth P. Allen and 600 additional shares to Vice
President Glenna Kirsch.
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 a stock-related incentive plan, 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 addressed the new provision.
James W. Vogel
John W. Forster
James D. Butterfield
Robert L. Northerner
Daniel F. Korb
Donald P. Weinzapfel (ex officio)
10
<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, 1998. The presentation assumes $100
was invested on April 4, 1994.
[GRAPHIC-PERFORMANCE GRAPH PLOTTED TO POINTS LISTED BELOW]
<TABLE>
<CAPTION>
4/4/94 3/31/95 3/31/96 3/31/97 3/31/98
------ ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
Permanent Bancorp.......... $100 $151 $140 $208 $355
MG Industry Group.......... 100 113 160 223 372
NASDAQ Market Index........ 100 106 142 160 241
</TABLE>
11
<PAGE>
Compensation Committee Interlocks and Insider Participation
During fiscal 1998, 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 1998, 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 1999 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, 1999.
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
26, 1999. Any such proposal shall be subject to the requirements of the proxy
rules adopted under the Securities Exchange Act of 1934.
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.
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. 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.
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 26, 1998
12
<PAGE>
REVOCABLE PROXY
PERMANENT BANCORP, INC.
[ X ] PLEASE MARK VOTES AS IN THIS EXAMPLE
ANNUAL MEETING OF STOCKHOLDERS
July 28, 1998
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 28, 1998, 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.
JACK H. KINKEL JAMES A. McCARTY, JR. MURRAY J. BROWN
[ ] 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, 1999.
[ ] 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.
<PAGE>
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
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 26, 1998
and the Company's Annual Report to Stockholders for the fiscal year ended March
31, 1998.
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
