SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14A-11(c) or ss. 240.14a-12
HOME BANCORP
(Name of Registrant as Specified In Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement if other than Registrant)
<PAGE>
Payment of Filing Fee (Check the appropriate box):
[ X ] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
[HOME BANCORP LETTERHEAD]
December 12, 1996
Dear Shareholder:
The Board of Directors and Officers of Home Bancorp join me in
extending to you a cordial invitation to attend the Second Annual Meeting of
Shareholders. The meeting will be held on Tuesday, January 28, 1997 at 2:00 p.m.
local time at the Holiday Inn Downtown, 300 East Washington Boulevard, Fort
Wayne, Indiana.
A copy of Home Bancorp's Annual Report is enclosed. The Annual Meeting
will include management's report to you on the Company's fiscal 1996 financial
and operating performance.
The formal notice of the Annual Meeting and the Proxy Statement appears
on the following pages. After you have read the Proxy Statement, please mark,
sign, and return the enclosed proxy card to ensure that your votes on the
business matters of the meeting will be recorded.
We hope that you will attend the meeting. You will have the opportunity
to meet your fellow Shareholders. Whether or not you attend, we urge you to
return your proxy promptly in the postpaid envelope provided. After returning
the proxy, you may vote in person on all matters brought before the meeting.
We look forward to seeing you and visiting with you on January 28th.
Cordially yours,
/s/W. Paul Wolf
W. Paul Wolf
Chairman of the Board, President
and Chief Executive Officer
<PAGE>
Home Bancorp
132 East Berry Street, P.O. Box 989
Fort Wayne, Indiana 46801-0989
(219) 422-3502
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be Held on January 28, 1997
Notice is hereby given that the Annual Meeting of Shareholders (the
"Meeting") of Home Bancorp (the "Company") will be held on Tuesday, January 28,
1997 at 2:00 p.m. local time at the Holiday Inn Downtown, located at 300 East
Washington Boulevard, Fort Wayne, Indiana.
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 two directors of the Company;
2. The ratification of the appointment of Crowe, Chizek and Company
LLP as independent auditors for the Company for the fiscal year
ending September 30, 1997; and
such other matters as may properly come before the Meeting, or any adjournments
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. Shareholders of record at the close of business on December 2, 1996
are the shareholders entitled to vote at the Meeting and any adjournments
thereof.
You are requested to complete and sign the enclosed form of proxy,
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/W. Paul Wolf
W. Paul Wolf
Chairman of the Board, President
and Chief Executive Officer
Fort Wayne, Indiana
December 12, 1996
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>
Home Bancorp
132 East Berry Street, P.O. Box 989
Fort Wayne, Indiana 46801-0989
(219) 422-3502
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JANUARY 28, 1997
This Proxy Statement is furnished in connection with the solicitation
on behalf of the Board of Directors of Home Bancorp (the "Company") of proxies
to be used at the Annual Meeting of Shareholders of the Company (the "Meeting")
which will be held at the Holiday Inn Downtown, located at 300 East Washington
Boulevard, Fort Wayne, Indiana, on Tuesday, January 28, 1997 at 2:00 p.m. local
time, and all adjournments of the Meeting. The accompanying Notice of Annual
Meeting and this Proxy Statement are first being mailed to shareholders on or
about December 12, 1996. Certain of the information provided herein relates to
Home Loan Bank fsb (the "Bank"), a wholly-owned subsidiary and predecessor of
the Company.
At the Meeting, shareholders of the Company are being asked to consider
and vote upon the election of two directors of the Company and to ratify the
appointment of Crowe, Chizek and Company LLP as the Company's auditors for the
fiscal year ending September 30, 1997.
Vote Required and Proxy Information
All shares of the Company's common stock, without par value (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 proposals 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 thereunder 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
shareholders. Proxies marked as abstaining with respect to a proposal have the
same effect as votes against the proposal. Broker non-votes have no effect on
the vote. A majority of the shares of the Company's 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>
Shareholders who execute proxies may revoke them at any time before
they are voted at the Meeting. Unless so revoked, the shares represented by such
proxies will be voted at the Meeting and all adjournments thereof. 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 Gary L. Hemrick, Secretary, Home Bancorp, 132 East Berry
Street, P.O. Box 989, Fort Wayne, Indiana 46801-0989.
Voting Securities and Certain Holders Thereof
Shareholders of record as of the close of business on December 2, 1996
(the "Voting Record Date") will be entitled to one vote for each share of Common
Stock then held. As of the Voting Record Date, the Company had 2,762,350 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 of the Company as a group. See
"Proposal I - Election of Directors" for information regarding beneficial
ownership of the Company's Common Stock by its Chief Executive Officer and its
Directors.
<TABLE>
<CAPTION>
Shares
Beneficially Percent
Beneficial Owner Owned of Class
---------------- ----- --------
<S> <C> <C>
Home Bancorp Employee Stock Ownership Plan 195,622 7.08%
132 East Berry Street, P.O. Box 989
Fort Wayne, Indiana 46801-0989(1)
Directors and executive officers of the Company as a 175,487 6.25%
group (11 persons)(2)
- -----------------------
</TABLE>
(1) The amount reported represents shares held by Home Bancorp's Employee Stock
Ownership Plan ("ESOP"), 35,587 shares of which have been allocated to accounts
of participants as of the Voting Record Date. First Bankers Trust Company, N.A.,
Quincy, Illinois, the trustee of the ESOP, may be deemed to beneficially own the
shares held by the ESOP which have not been allocated to accounts of
participants.
(2) Amounts include shares held directly, as well as shares held jointly with
family members, held in retirement accounts, held in a fiduciary capacity or
held by certain family members, with respect to which shares the listed
individuals may be deemed to have sole voting and/or investment power. This
amount also includes (i) 10,470 shares of Common Stock allocated to the accounts
of executive officers under the ESOP over which the executive officers have sole
voting and shared dispositive power, (ii) 72,627 shares of Common Stock granted
to the directors and executive officers under the Company's Recognition and
Retention Plan (the "RRP"), 14,533 shares over which such individuals have sole
voting and dispositive power and 58,094 restricted shares as to which the voting
power has been transferred to a third party until such restricted shares are
vested and no longer subject to restriction and (iii) options to purchase 41,100
shares of Common Stock granted to directors and executive officers under the
Company's 1995 Stock Option and Incentive Plan (the "Stock Option Plan").
<PAGE>
PROPOSAL I -- ELECTION OF DIRECTORS
The Company's Board of Directors is composed of eight members.
Approximately one-third of the directors are elected annually 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 the Voting
Record Date, 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 a nominee might be unable to serve if elected. Except as disclosed
herein, there are no arrangements or understandings between any nominee and any
other person pursuant to which the nominee was selected.
<TABLE>
<CAPTION>
Shares of
Common Stock
Director Term to Beneficially Percent
Name Age(1) Position(s) Held in the Company Since(2) Expire Owned of Class
---- ------ ------------------------------- -------- ------ ----- --------
<S> <C> <C> <C> <C> <C> <C>
NOMINEES
Daniel F. Fulkerson 56 Director 1993 2000 22,349(3)(4) *
Walter A. McComb, Jr. 61 Director 1982 2000 22,349(3)(5) *
DIRECTORS CONTINUING IN OFFICE
Matthew P. Forrester 39 Director, Vice President and 1994 1999 13,550(6) *
Treasurer
Rod M. Howard 69 Director 1969 1999 16,349(3)(7) *
Luben Lazoff 62 Director 1991 1999 18,849(3)(8) *
C. Philip Andorfer 61 Director 1988 1998 12,499(3)(9) *
Richard P. Hormann 70 Director 1987 1998 22,349(3)(10) *
W. Paul Wolf 64 Chairman of the Board, President 1961 1998 61,279(11) 2.21%
and Chief Executive Officer
</TABLE>
* Less than one percent.
(1) At September 30, 1996.
(2) Includes service as a director of the Bank.
(3) Included in the shares of Common Stock beneficially owned by such
individual are (i) 4,591 shares granted to each non-employee director
under the RRP, 919 shares over which the individual has sole voting and
dispositive power and 3,672 restricted shares as to which the voting
power has been transferred to a third party until such restricted shares
are vested and no longer subject to restriction and (ii) an option to
purchase 2,758 shares granted to each non-employee director under the
Stock Option Plan.
<PAGE>
(4) Also included in the shares of Common Stock beneficially owned by Mr.
Fulkerson are (i) 7,500 shares owned jointly by Mr. Fulkerson and his
wife over which Mr. Fulkerson has shared voting and dispositive power and
(ii) 7,500 shares held in the Arlene Fulkerson Trust of which Mr.
Fulkerson is the sole trustee and a fifty percent beneficiary and over
which he has sole voting and dispositive power.
(5) Also included in the shares of Common Stock beneficially owned by Mr.
McComb are (i) 7,500 shares owned individually by Mr. McComb over which
he has sole voting and dispositive power and (ii) 7,500 shares owned
individually by Mr. McComb's wife over which Mr.
McComb has shared voting and dispositive power.
(6) Included in the shares of Common Stock beneficially owned by Mr.
Forrester are (i) 100 shares owned individually by Mr. Forrester over
which he has sole voting and dispositive power, (ii) 1,040 shares owned
jointly by Mr. Forrester and his wife, 310 shares owned individually by
Mrs. Forrester and 50 shares owned jointly by Mr. Forrester and his
children, over which Mr. Forrester has shared voting and dispositive
power, (iii) 6,937 shares granted to Mr. Forrester under the RRP, 1,388
shares over which he has sole voting and dispositive power and 5,549
restricted shares as to which the voting power has been transferred to a
third party until such restricted shares are vested and no longer subject
to restriction, (iv) 1,643 shares held by the ESOP over which Mr.
Forrester has sole voting and shared dispositive power and (v) an option
to purchase 3,470 shares granted to Mr. Forrester under the Stock Option
Plan.
(7) Also included in the shares of Common Stock beneficially owned by Mr.
Howard are (i) 7,278 shares owned individually by Mr. Howard over which
he has sole voting and dispositive power and (ii) 1,722 shares owned
jointly by Mr. Howard and his wife over which Mr. Howard has shared
voting and dispositive power.
(8) Also included in the shares of Common Stock beneficially owned by Mr.
Lazoff are (i) 7,500 shares owned individually by Mr. Lazoff over which
he has sole voting and dispositive power and (ii) 2,000 shares owned
jointly by Mr. Lazoff and his wife and 2,000 shares owned by his wife
individually over which Mr. Lazoff has shared voting and dispositive
power.
(9) Also included in the shares of Common Stock beneficially owned by Mr.
Andorfer are (i) 5,000 shares owned individually by Mr. Andorfer over
which he has sole voting and dispositive power and (ii) 150 shares owned
by his wife individually over which Mr. Andorfer has shared voting and
dispositive power.
(10) Also included in the shares of Common Stock beneficially owned by Mr.
Hormann are (i) 7,500 shares owned individually by Mr. Hormann over which
he has sole voting and dispositive power and (ii) 7,500 shares owned by
his wife individually over which Mr. Hormann has shared voting and
dispositive power.
<PAGE>
(11) Included in the shares of Common Stock beneficially owned Mr. Wolf are
(i) 7,500 shares owned individually by Mr. Wolf over which he has sole
voting and dispositive power, (ii) 7,500 shares owned by Mr. Wolf and his
wife jointly over which Mr. Wolf has shared voting and dispositive power,
(iii) 27,515 shares granted to Mr. Wolf under the RRP, 5,503 shares over
which he has sole voting and dispositive power and 22,012 restricted
shares as to which the voting power has been transferred to a third party
until such restricted shares are vested and no longer subject to
restriction, (iv) 4,098 shares held by the ESOP over which Mr. Wolf has
sole voting and shared dispositive power and (v) an option to purchase
14,666 shares granted to Mr. Wolf under the Stock Option Plan.
The business experience of each director of the Company for at least
the past five years is set forth below.
Daniel F. Fulkerson. Mr. Fulkerson has been President of McMahon Paper
Co., an industrial paper distributor, since 1989. Prior to that, he served as
Executive Vice President of McMahon Paper Co. from 1978 to 1989.
Walter A. McComb, Jr. Mr. McComb has served as President of D.O. McComb
& Sons Funeral Home since 1982, following his association in 1956. He also has
served as President of Mark Douglas, Inc., a property management firm, since
1967.
Matthew P. Forrester. Mr. Forrester has served as Vice President and
Treasurer of the Company since its incorporation in September 1993 and has
served as Vice President and Chief Financial Officer of the Bank since 1990 and
1993, respectively. He joined the Bank in April 1985 as Assistant Treasurer and
later that year was named Treasurer, a position he holds to date. Prior to that,
he served as an examiner for the Indiana Department of Financial Institutions.
Rod M. Howard. Mr. Howard has been retired from Howard's Graphic Supply
since 1987 and formerly was President of Howard's Camera & Gift Shops from 1968
through 1987.
Luben Lazoff. Mr. Lazoff has been in the commercial real estate
business for 12 years and has been President of Lazoff Associates, Inc. since
1993. Prior to that, Mr. Lazoff was President of Moppert-Lazoff & Co., Inc. from
1982 until 1993. He previously was associated with a local bank for 17 years as
Vice-President of the Real Estate Division. Mr. Lazoff has served as Assistant
Secretary of the Company and the Bank since 1993.
C. Philip Andorfer. Mr. Andorfer has been a partner of the Leonard J.
Andorfer & Company (CPA Firm) since 1963.
Richard P. Hormann. Mr. Hormann has been an Independent Insurance Agent
for 46 years and has been the Executive Vice President of Hoffman & Company,
Inc. since 1979.
W. Paul Wolf. Mr. Wolf has served as Chairman of the Board, President
and Chief Executive Officer of the Company since its incorporation in September
1993. He has served as President and Chief Executive Officer of the Bank since
1970 and was named Chairman of the Board of the Bank in 1991. Prior to joining
the Bank as Assistant Secretary-Treasurer in 1960, Mr. Wolf was a Commercial
Bank Examiner with the Indiana Department of Financial Institutions. Mr. Wolf
also currently serves on the seven member board of the Banking Department of the
Indiana Department of Financial Institutions.
<PAGE>
Meetings and Committees of the Boards of Directors
Meetings and Committees of the Company. Meetings of the Company's Board
of Directors are generally held on a monthly basis. For the fiscal year ended
September 30, 1996, the Board of Directors met 11 times. During fiscal 1996, no
incumbent director of the Company 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 they served.
The Board of Directors of the Company has standing Audit, Compensation
and Nominating Committees.
The Company's Audit Committee is responsible for the review of the
Company's annual audit report prepared by the Company's independent auditors.
The review includes a detailed discussion with the independent auditors and
recommendation to the full Board concerning any action to be taken regarding the
audit. All non-employee directors of the Company serve on this Committee. In
fiscal 1996, the Company's Audit Committee did not meet at the company level;
however, the subsidiary Bank's audit committee which has the identical makeup
and performs the same functions, met four times during fiscal 1996.
The Compensation Committee, consisting of Directors Fulkerson, Hormann,
Howard and McComb, is responsible for developing and making recommendations to
the Board of Directors with respect to the Company's executive compensation
policies. In addition, the Compensation Committee, pursuant to authority
delegated by the Board, determines on an annual basis the compensation to be
paid to the Chief Executive Officer and each of the other executive officers of
the Company and the Bank. Non-employee directors who do not sit on the
Compensation Committee also participate in executive compensation decision
making through the review, discussion and ratification of the Compensation
Committee's recommendations. The Compensation Committee is also responsible for
administering the Company's Stock Option Plan and the RRP. This committee met
once during fiscal 1996.
The entire Board of Directors acts as a nominating committee for
selecting nominees for election as directors. Nominations of persons for
election to the Board of Directors may be made only by or at the direction of
the Board of Directors or by any shareholder entitled to vote for the election
of directors who complies with the notice procedures set forth in the Bylaws of
the Company. Pursuant to the Company's Bylaws, nominations by shareholders must
be delivered in writing to the Secretary of the Company at least 30 days prior
to the date of the annual meeting.
Meetings and Committees of the Bank. The Bank's Board of Directors
meets at least monthly and held 14 meetings during the fiscal year ended
September 30, 1996. During fiscal 1996, 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 principal standing committees of the Bank are the Audit, Salary and
Loan Committees. The Bank also has other committees which meet as needed to
review various other functions of the Bank.
The Audit Committee of the Bank, comprised of all non-employee members
of the Bank's Board of Directors, recommends the appointment of the Bank's
independent accountants and meets with them to outline the scope, and review the
results, of each audit. The Audit Committee meets as needed and held four
meetings during the fiscal 1996.
<PAGE>
The Bank's Salary Committee for Officers, comprised of Messrs.
Fulkerson, Hormann, Howard, McComb and Wolf, determines all salaries to be paid
to all officers of the Bank. Mr. Wolf excuses himself from Committee discussions
concerning his salary as President and Chief Executive Officer of the Bank. The
Committee met three times during the fiscal 1996.
The Loan Committee of the Bank, currently comprised of President Wolf,
four officers of the Bank and one outside director, meets weekly to review and
process all loans. The Loan Committee held 58 meetings during the fiscal 1996.
Director Compensation
The Board of Directors of the Company are not paid for their service in
such capacity. The Holding Company may, if it believes it is necessary to
attract qualified directors or is otherwise beneficial to the Holding Company,
adopt a policy of paying directors' fees at the Company level.
Directors of the Bank receive a retainer fee of $500 per month plus a
fee of $350 per month for regular board meetings attended. Directors may miss
one meeting per fiscal year and still receive the $350 monthly regular meeting
fee. There are no fees paid for special meetings. In addition, for being a
member of the Loan Committee, Director Lazoff receives an additional fee of
$6,600 per year. The Loan Committee meets approximately once a week.
Executive Compensation
The Company's officers do not receive any compensation for services
performed in their capacity as such. The following table sets forth the
compensation paid by the Bank during fiscal 1996 for services rendered by the
Chief Executive Officer of the Bank. No other officer earned salary and bonus
exceeding $100,000 in fiscal 1996.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
--------------------------
Long Term
Annual Compensation(1) Compensation
---------------------- ------------
Awards
------------
Restricted
Stock Options/ All Other
Fiscal Salary Bonus Award(s) SARs Compensation
Name and Principal Position Year ($) ($) ($) (#) ($)
--------------------------- ---- ------ ----- -------- ------- ------------
<S> <C> <C> <C> <C> <C> <C>
W. Paul Wolf, Chairman of the Board 1996 $136,950 $1,000 $419,604(2) 73,330(3) $42,462(4)
President and Chief Executive Officer 1995 128,500 1,000 --- --- 22,959
1994 118,000 1,000 --- --- 4,595
</TABLE>
(1) Mr. Wolf did not receive any additional benefits or perquisites which, in
the aggregate, exceeded 10% of his salary and bonus or $50,000.
<PAGE>
(2) Represents the dollar value, based on the $15.25 average closing price per
share of the Common Stock on October 10, 1995, the date of grant. The
shares of restricted stock vest in five equal annual installments (the
first installment vested on October 10, 1996), provided the individual
maintains "Continuous Service" (as defined in the RRP) with the Company
and/or the Bank. Any dividends paid on Common Stock granted pursuant to the
RRP are held in a restricted interest-bearing account until such shares are
no longer subject to restriction. Based on the $15.875 average closing
price per share of the Common Stock on September 30, 1996, the 27,515
restricted shares held by Mr. Wolf, had an aggregate market value of
$436,800.
(3) On October 10, 1995, Mr. Wolf received options to purchase 73,330 shares of
Common Stock, at an exercise price of $15.25 per share, the "Market Value"
(as defined in the Stock Option Plan) of the Common Stock on the date of
the grant. These options are scheduled to vest equally over a five year
period, with the first installment having vested on October 10, 1996.
(4) Represents the Bank's payment on behalf of Mr. Wolf of medical and life
insurance premiums of approximately $3,611, as well as the Bank's
contribution to the ESOP of $38,851.
The following table sets forth certain information concerning stock
options granted pursuant to the Stock Option Plan to the named executive
officer. No stock appreciation rights have been granted pursuant to the Stock
Option Plan.
<TABLE>
<CAPTION>
OPTION GRANTS IN LAST FISCAL YEAR
Potential Realizable
Value at Assumed
Annual Rates of Stock
Price Appreciation
Individual Grants for Option Terms
----------------- ----------------
Number of % of Total
Securities Options Exercise
Underlying Granted to or Base
Options Employees in Price Expiration
Name Granted (#) Fiscal Year ($/Sh) Date 5%($) 10%($)
---- ----------- ----------- ------ ---- ----- ------
<S> <C> <C> <C> <C> <C> <C>
W. Paul Wolf 73,330(1) 30.2% $15.25 10/10/05 $703,235(2) $1,781,919(2)
</TABLE>
(1) The foregoing options are scheduled to vest in five equal annual
installments. The first installment vested on October 10, 1996, with each
subsequent installment scheduled to vest equally on the next four
anniversary dates thereafter.
(2) Represents the potential realizable value of the option grant assuming that
the market price of the underlying security appreciates in value from the
date of grant to the end of the option term (10 years) at the annualized
rates as set forth in the table above.
<PAGE>
The following table sets forth certain information with respect to the
number and value of stock options held by the named executive officers at
September 30, 1996. No stock appreciation rights have been granted by the
Corporation to date.
<TABLE>
<CAPTION>
AGGREGATE OPTIONS EXERCISED IN LAST FISCAL YEAR AND FY-END OPTION VALUES
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options
Options at FY-End (#) FY-End ($)(1)
--------------------- -------------
Shares
Acquired on Value
Exercise Realized
Name (#) ($) Exercisable Unexercisable Exercisable Unexercisable
---- --- --- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
W. Paul Wolf 73,330 --- 14,666 58,664 $13,786 $55,144
</TABLE>
(1) Represents the aggregate market value of the stock options as of September
30, 1996. The market value per share of the stock options is the difference
between the market price per share of the Common Stock ($16.19 per share
based upon the average of the closing bid and asked price per share of the
Common Stock as reported on the Nasdaq National Market on September 30,
1996), less the exercise price ($15.25 per share) of the stock options.
Pension Plan
The Bank's salaried employees are included in the Financial
Institutions Retirement Fund ("the Pension Plan"), a noncontributory multiple
employer comprehensive pension plan. Separate actuarial valuations are not made
for individual employer members of the Pension Plan. The Bank's salaried
full-time employees are eligible to participate in the plan once they have
completed one year of service for the Bank and attained 21 years of age, if they
complete 1,000 hours of service in a calendar year. An employee's pension
benefits are 100% vested after 5 years of service.
The Pension Plan provides for monthly retirement benefits determined on
the basis of the employee's highest five-year average salary and years of
service. Benefits defined at age 65, early retirement, disability and death
benefits are payable under the Pension Plan, depending upon the participant's
age and years of service.
<PAGE>
The estimated base annual retirement benefits presented on a
straight-line basis payable at normal retirement age (65) under the Pension Plan
to persons in specified salary and years of service classifications are as
follows (benefits noted in the table are not subject to any offset):
<TABLE>
<CAPTION>
Highest Average
Compensation Years of Service
------------ ----------------
20 25 30 35 40
------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C>
$ 60,000.............. 15,000 18,750 22,500 26,250 30,000
80,000.............. 20,000 25,000 30,000 35,000 40,000
100,000.............. 25,000 31,250 37,500 43,750 50,000
120,000.............. 30,000 37,500 45,000 52,500 60,000
140,000.............. 35,000 43,750 52,500 61,250 70,000
160,000.............. 40,000 50,000 60,000 70,000 80,000
</TABLE>
The maximum annual benefit permitted under the Pension Plan for fiscal
1996 is $120,000. The years of service credited to Mr. Wolf under the Pension
Plan as of September 30, 1996 were 36. The Board of Directors may terminate this
plan, or modify it to reduce the level of future benefits in order to reduce the
costs of the plan to the Bank.
Employment Agreement
The Bank has entered into employment contracts with President Wolf and
executive officers Forrester, Fitzgerald, Hemrick and Thornton effective as of
the completion of the Conversion, March 29, 1995. The employment contracts
provide for an annual base salary in an amount not less than such individual's
salary as of that date, with an initial term of three years for Mr. Wolf and two
years for the other executive officers. The contracts provide for extensions of
one year, in addition to the then-remaining term under the agreement, on each
anniversary of the effective date of the contract, subject to a formal
performance evaluation performed by disinterested members of the Board of
Directors of the Bank. The contracts provide for termination upon such
employee's death, for cause or in certain events specified by OTS regulations.
The employment contracts are also terminable by the employee upon 90 days notice
to the Bank.
The employment contracts provide for payment to the employee of the
greater of his salary for the remainder of the term of the agreement, or 299% of
the employee's base compensation, in the event there is a "change in control" of
the Bank where employment terminates involuntarily in connection with such
change in control or within twelve months thereafter. For the purposes of the
employment contracts, a "change in control" is defined as any event which would
require the filing of an application for acquisition of control or notice of
change in control pursuant to Office of Thrift Supervision regulations. Such
events are generally triggered by the acquisition of control of more than 10% of
the Company's Common Stock. Based on his current salary, if Mr. Wolf was
terminated as of September 30, 1996, under circumstances entitling him to
severance pay as described above, he would have been entitled to receive a lump
sum cash payment of approximately $361,000.
<PAGE>
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 (the "SEC") initial reports of ownership and
reports of changes in ownership of Common Stock and other equity securities of
the Company. Officers, directors and greater than 10% shareholders are required
by SEC regulation to furnish the Company with copies of all Section 16(a) forms
they file.
To the Company's knowledge, based solely on a review of the copies of
such reports furnished to the Company and written representations that no other
reports were required, all Section 16(a) filing requirements applicable to its
officers, directors and greater than 10 percent beneficial owners were complied
with during the fiscal year ended September 30, 1996.
Compensation Committee Report on Executive Compensation
The Compensation Committee is responsible for developing and making
recommendations to the Board of Directors with respect to the Company's
executive compensation policies, as well as administering the Stock Option Plan
and the RRP. In addition, the Compensation Committee, pursuant to authority
delegated by the Board, determines on an annual basis the compensation to be
paid to the Chief Executive Officer and each of the other executive officers of
the Company and the Bank. Non-employee directors who do not sit on the
Compensation Committee also participate in executive compensation
decision-making through the review, discussion and ratification of the
Compensation Committee's recommendations.
Overview and Philosophy
Since the Conversion, the Compensation Committee has developed and
implemented an executive compensation program which is based on guiding
principles designed to align executive compensation with the values and
objectives, business strategy, management initiatives, and the business and
financial performance of the Company. In applying these principals, the
Compensation Committee has established a program to:
o Support a performance-oriented environment that rewards performance not
only with respect to the Company's goals but also the Company's performance
as compared to that of industry performance levels;
o Attract and retain key executives critical to the long-term success of the
Company and the Bank;
o Integrate compensation programs with both the Company's annual and
long-term strategic planning and measuring processes; and
o Reward executives for long-term strategic management and the enhancement of
shareholder value.
<PAGE>
Furthermore, in making compensation decisions, the Compensation
Committee focuses on the individual contributions of executive officers to the
Company and the Bank. The Compensation Committee uses its discretion to set
executive compensation where, in its judgment, external, internal or an
individual's circumstances warrant it. The Compensation Committee also
periodically reviews the compensation policies of other similarly situated
companies, as set forth in various industry publications, to determine whether
the Company's compensation decisions are competitive within its industry.
Executive Officer Compensation Program
The executive officer compensation program is comprised of base salary,
annual incentive bonuses, long-term incentive compensation in the form of stock
options and restricted stock awards, and various benefits, including medical and
pension plans generally available to employees of the Company and the Bank.
Base Salary. Base salary levels for executive officers are
competitively set relative to companies in the thrift industry. In determining
salaries, the Compensation Committee also takes into account individual
experience and performance and specific issues particular to the Company and the
Bank.
Annual Incentive Bonuses. Executive officers are paid a nominal annual
incentive bonus in December if the Company's targeted goals established at the
beginning of each year are met (including its targeted goals for return on
assets, return on equity and asset quality) and certain safety and soundness
standards at the Bank level are maintained.
Stock Benefit Plans. The Company's Stock Option Plan and RRP are the
Company's long-term incentive plans for directors, officers and employees. The
objectives of the program are to align executive and shareholder long-term
interests by creating a strong and direct link between executive pay and the
Company's performance, and to enable executives to develop and maintain a
significant, long-term stock ownership position in the Company's Common Stock.
Awards are made at a level calculated to be competitive with the thrift industry
and within the limits prescribed by the OTS.
Chief Executive Officer Compensation
Mr. Wolf was appointed to the position of President and Chief Executive
Officer of the Bank in 1970 and Chairman in 1991 and also serves in such
capacities with the Company. Mr. Wolf is currently receiving a base salary of
approximately $138,600 per year, subject to such adjustments in future years as
shall be determined by the Compensation Committee. Mr. Wolf's base salary for
fiscal 1996 was approximately $136,950. The increase reflected the Compensation
Committee's consideration of base salaries in the industry, Mr. Wolf's increased
responsibilities of running a public company, and the Committee's and the
Board's assessment of Mr. Wolf's performance over the year in recognition of the
performance by the Company during fiscal 1996 as compared to the Company's
goals.
Mr. Wolf was also awarded a cash bonus in December 1995 of $1,000 for
his vital role and increased work load in connection with the Conversion of the
Bank to stock form and the investing of the net conversion proceeds, the
Company's fiscal 1996 performance and Mr. Wolf's individual performance.
<PAGE>
In October 1995, Mr. Wolf was granted long-term incentive awards
consisting of options to purchase 73,330 shares of Common Stock and 27,515
shares of restricted stock. These awards vest in equal installments over a five
year period. The first installment vested on October 10, 1996. Such long-term
incentive awards are similar to the types and amount of awards granted to other
executive officers in the industry and are within the quantitative formula
limits prescribed by the OTS.
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
and the Bank's executive officers is well below the $1 million threshold, the
Company has not yet considered its policy regarding this provision.
Daniel F. Fulkerson Richard P. Hormann Rod M. Howard Walter A. McComb, Jr.
Shareholder Return Performance Presentation
The line graph below compares the cumulative total shareholder return
on the Company's Common Stock to the cumulative total return of a broad index of
the Nasdaq Market and a savings and loan industry index for the period March 29,
1995 (the date the Company became a public company) through September 30, 1996.
<PAGE>
PROPOSAL II - RATIFICATION OF THE APPOINTMENT OF AUDITORS
The Board of Directors has renewed the Company's arrangement for Crowe,
Chizek and Company LLP to be its auditors for the 1997 fiscal year, subject to
the ratification of the appointment by the Company's shareholders. A
representative of Crowe, Chizek and Company LLP is expected to attend the Annual
Meeting to respond to appropriate questions and will have an opportunity to make
a statement if he so desires.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE
RATIFICATION OF THE APPOINTMENT OF CROWE, CHIZEK AND COMPANY LLP AS THE
COMPANY'S AUDITORS FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 1997.
SHAREHOLDER PROPOSALS
In order to be eligible for inclusion in the Company's proxy materials
for the next Annual Meeting of Shareholders, any shareholder proposal to take
action at such meeting must be received at the Company's main office, 132 East
Berry Street, P.O. Box 989, Fort Wayne Indiana 46801-0989 no later than August
14, 1997. Any such proposal shall be subject to the requirements of the proxy
rules adopted under the Exchange Act.
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 the Bank may
solicit proxies personally or by telecopy or telephone without additional
compensation.
<PAGE>
REVOCABLE PROXY
HOME BANCORP
[ X ] PLEASE MARK VOTES AS IN THIS EXAMPLE
Annual Meeting of Shareholders - January 28, 1997
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby appoints the Board of Directors with full powers
of substitution, to act as attorneys and proxies for the undersigned to vote all
shares of common stock, without par value (the "Common Stock"), of Home Bancorp
(the "Company") which the undersigned is entitled to vote at the Annual Meeting
of Shareholders to be held at the Holiday Inn Downtown, located at 300 East
Washington Boulevard, Fort Wayne, Indiana, at the date and time set forth in the
Notice of Annual Meeting and at any and all adjournments and postponements
thereof, as follows:
I. The election of the following directors for 3-year terms (except as marked to
the contrary below):
DANIEL F. FULKERSON WALTER A. McCOMB, JR.
[ ] 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. The ratification of the appointment of Crowe, Chizek and Company LLP,
independent auditors for the Company for the fiscal year ending September
30, 1997.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
In their discretion, the proxies are authorized to vote on any other
business that may properly come before the Meeting or any adjournment thereof.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE LISTED
PROPOSALS.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE
SPECIFIED, THIS PROXY WILL BE VOTED FOR EACH OF THE PROPOSALS 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
shareholder acknowledges receipt from the Company, prior to the execution of
this Proxy, of the Notice of Annual Meeting, the related Proxy Statement and the
Corporation's Annual Report to Shareholders for the fiscal year ended September
30, 1996.
<PAGE>
Please sign exactly as your name appears hereon. When signing as
attorney, executor, administrator, trustee or guardian, please give your full
title. If shares are held jointly, each holder should sign.
Date_________________________________
_____________________________________
Stockholder sign above
_____________________________________
Co-holder (if any) sign above
Detach above card, sign, date and mail in postage paid envelope provided.
HOME BANCORP
This proxy may be revoked at any time before it is voted. This proxy
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 Gary L. Hemrick, Secretary, Home Bancorp, 132 East Berry
Street, P.O. Box 989, Fort Wayne, Indiana 46801-0989. Upon revocation of this
proxy, the power of such attorneys and proxies shall be deemed terminated and of
no further force and effect.
PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY
