<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported)
September 17, 1997
HOME BANCORP
- -----------------------------------------------------------------
(Exact name of Registrant as specified in its Charter)
Indiana 0-22376 35-1906765
- -----------------------------------------------------------------
(State or other (Commission (IRS Employer
jurisdiction of File No.) Identification
incorporation) Number)
132 East Berry Street, Fort Wayne, Indiana 46802
- -----------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:(219) 422-3502
- -----------------------------------------------------------------
N/A
- -----------------------------------------------------------------
(Former name or former address, if changed since last Report)
<PAGE>
Item 5. Other Events
- ----------------------
On September 17, 1997, the Registrant issued the attached
press release, announcing the modification of their Bylaws.
The foregoing information does not purport to be complete
and is qualified in its entirety by reference to the Exhibit to
this
Report.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits
- ----------------------------------------------------------------
(c) Exhibit:
Exhibit 3(ii) - Bylaws, as amended
Exhibit 99.1 - Press Release dated September 17, 1997
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned thereunto duly authorized.
HOME BANCORP
Date: September 17, 1997 By: /s/ W. Paul Wolf
------------------------- ------------------------------
W. Paul Wolf, President and
Chief Executive Officer
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- ----------- ---------------------------------------------
3(ii) Bylaws, as amended
99.1 Press Release dated September 17, 1997
<PAGE>
CODE OF BY-LAWS
OF
HOME BANCORP
ARTICLE I
Offices
Section 1. Principal Office. The principal office (the
"Principle Office") of Home Bancorp (the "Corporation") shall be
at 132 East Berry Street, P.O. Box 989, Fort Wayne, Indiana 46801-
0989, or such other place as shall be determined by
resolution of the Board of Directors of the Corporation (the
"Board").
Section 2. Other Offices. The Corporation may have such
other offices at such other places within or without the State of
Indiana as the Board may from time to time designate, or as the
business of the Corporation may require.
ARTICLE II
Seal
Section 1. Corporate Seal. The corporate seal of the
Corporation (the "Seal") shall be circular in form ans shall have
inscribed thereon the words "HOME BANCORP" and "INDIANA." In the
center of the seal shall appear the word "Seal." Use of the
Seal or an impression thereof shall not be required, and shall
not affect the validity of any instrument whatsoever.
ARTICLE III
Shareholder Meetings
Section 1. Place of Meeting. Every meeting of the
shareholders of the Corporation (the "Shareholder") shall be held
at the Principal Office, unless a different place is specified in
the notice or waiver of notice of such meeting or by resolution
of the Board or the Shareholders, in which event such meeting may
be held at the place so specified, either within or without the
State of Indiana.
Section 2. Annual Meeting. The annual meeting of the
Shareholders (the "Annual Meeting") shall be held each year at
3:00 o'clock p.m. on the fourth Tuesday in January (or, if such
day is a legal holiday, on the next succeeding day not a legal
holiday), for the purpose of electing directors of the
Corporation ("Directors") and for the transaction of such other
business as may legally come before the Annual Meeting. If for any
reason the Annual Meeting shall not be held at the date and
time herein provided, the same may by held at any time
thereafter, or the business to be transacted at such Annual
Meeting may be transacted at any special meeting of the
Shareholders (a "Special Meeting') called for that purpose.
Section 3. Notice of Annual Meeting. Written or printed
notice of the Annual Meeting, stating the date, time and place
hereof, shall be delivered or mailed by the Secretary or an
Assistant Secretary to each Shareholder of record entitled to
notice of such Meeting, at such address as appears on the records
of the Corporation, at least ten and not more than sixty days
before the date of such Meeting.
Section 4. Special Meetings. Special Meetings, for any
purpose or purposes (unless otherwise prescribed by law), may be
called by only the Chairman of the Board of Directors (the
"Chairman") or by the Board, pursuant to a resolution adopted by
a majority of the total number of Directors of the Corporation,
to vote on the business proposed to be transacted thereat. All
requests for Special Meetings shall state the purpose or purposes
thereof, and the business transacted at such Meeting shall be
confined to the purposes stated in the call and matters germane
thereto.
<PAGE>
Section 5. Notice of Special Meetings. Written or printed
notice of all Special Meetings, stating the date, time, place and
purpose or purposes thereof, shall be delivered or mailed by the
Secretary or the President or any Vice President calling the
Meeting to each Shareholder of record entitled to notice of such
Meeting, at such address as appears on the records of the
Corporation, at least ten and not more than sixty days before the
date of such Meeting.
Section 6. Waiver of Notice of Meeting. Notice of any
Annual or Special Meeting (a "Meeting") may be waived in writing
by any Shareholder, before or after the date and time of the
Meeting specified in the notice thereof, by a written waiver
delivered to the Corporation for inclusion in the minutes or
filing with the corporate records. A Shareholder's attendance at
any Meeting in person or by proxy shall constitute a waiver of
(a) notice of such Meeting, unless the Shareholder at the
beginning of the Meeting objects to the holding of or the
transaction of business at the Meeting, and (b) consideration at
such Meeting of any business that is not within the purpose or
purposes described in the Meeting notice, unless the Shareholder
objects to considering the matter when it is presented.
Section 7. Quorum. At any Meeting, the holders of a
majority of the voting power of all shares of the Corporation
(the "Shares") issues and outstanding and entitled to vote at
such Meeting (after giving effect to the provisions in Article 11
of the Articles of Incorporation of the Corporation, as the same
may be from time to time, be amended (the "Articles")), represented
in person or by proxy, shall constitute a quorum for
the election of Directors or for the transaction of other
business, unless otherwise provided by law, the Articles or this
Code of By-Laws, as the same may, from time to time, be amended
(these "By-Laws"). If, however, a quorum shall not be present or
represented at any Meeting, the Shareholders entitled to vote
threat, present in person or represented by proxy, shall have
power to adjourn the Meeting from time to time, without notice
other than announcement at the Meeting of the date, time and
place of the adjourned Meeting unless the date of the adjourned
Meeting requires that the Board fix a new record date (the
"Record Date") therefor, in which case notice of the adjourned
Meeting shall be given. At such adjourned Meeting, if a quorum
shall be present or represented, any business may be transacted
that might have been transacted at the Meeting as originally
scheduled.
Section 8. Voting. At each Meeting, every Shareholder
entitled to vote shall have one vote for each Share standing in
his name on the books of the Corporation as of the Record Date
fixed by the Board for such Meeting, except as otherwise provided
by law or the Articles, and except that no Share shall be voted
at any Meeting upon which any installment is due and unpaid and
no share which is not entitled to vote pursuant to Article 11 of
the Articles shall be voted at any Meeting. Voting for Directors
and, upon the demand of any Shareholder, voting upon any question
properly before a Meeting, shall be by ballot. A plurality vote
shall be necessary to elect any Director, and on all other
matters, the action or a question shall be approved if the number
of votes cast thereon in favor of the action or question exceeds
the number of votes cast opposing the action or question, except
as otherwise provided by law or the Articles.
Section 9. Shareholder List. The Secretary shall prepare
before each Meeting a complete list of the Shareholders entitled
to notice of such Meeting, arranged in alphabetical order by
class of Shares (and each series within a class), and showing the
address of, and the number of Shares entitled to vote held by,
each Shareholder ( the "Shareholder List"). Beginning five
business days before the Meeting and continuing throughout the
Meeting, the Shareholder List shall be on file at the Principal
Office or at a place identified in the Meeting notice in the city
where the Meeting will be held, and shall be available for
inspection by any Shareholder entitled to vote at the Meeting.
On written demand, made in good faith and for a proper purpose
and describing with reasonable particularly the Shareholder's
purpose, and if the Shareholder List is directly connected with
the Shareholder's purpose, a Shareholder (or such Shareholder's
agent or attorney authorized in writing) shall be entitled to
inspect and to copy the Shareholder List, during regular business
hours and at the Shareholder's expense, during the period the
Shareholder List is available for inspection. The original stock
register or transfer book (the "Stock Book"), or a duplicate
thereof kept in the State of Indiana, shall be the only evidence as
to who are the Shareholders entitled to examine the
Shareholder List, or to notice of or to vote at any Meeting.
<PAGE>
Section 10. Proxies. A Shareholder may vote either in
person or by proxy executed in writing by the Shareholder or a
duly authorized attorney-in-fact. No proxy shall be valid after
eleven months from the date of its execution, unless a shorter or
longer time is expressly provided therein.
Section 11. Notice of Shareholder Business. At an Annual
Meeting of the Shareholders, only such business shall be
conducted as shall have been properly brought before the Meeting.
To be properly brought before an Annual Meeting, business must be
(a) specified in the notice of Meeting (or any supplement
thereto) given by or at the direction of the Board, (b) otherwise
properly brought before the Meeting by or at the direction of the
Board, or (c) otherwise properly brought before the Meeting by a
Shareholder. For business to be properly brought before an
Annual Meeting by a Shareholder, the Shareholder must have the
legal right and authority to make the Proposal for consideration
at the Meeting and the Shareholder must have given timely notice
thereof in writing to the Secretary of the Corporation. To be
timely, a Shareholder's notice must be delivered to or mailed and
received at the principal a executive offices of the Corporation,
not less than 60 days prior to the Meeting; provided, however,
that in the event that less than 70 days' notice or prior public
disclosure of the date of the Meeting is given or made to
Shareholders (which notice or public disclosure shall include the
date of the Annual Meeting specified in these By-Laws, if such
By-Laws have been filed with the Securities and Exchange
Commission and if the Annual Meeting is held on such date),
notice by the Shareholder to be timely must be so 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. A Shareholder's
notice to the Secretary shall set forth as to each matter the
Shareholder proposes to bring before the Annual Meeting (a) a
brief description of the business desired to be brought before
the Annual Meeting and the reasons for conducting such business
at the Annual Meeting, (b) the name and record address of the
Shareholders proposing such business, (c) the class and number of
shares of the Corporation which are beneficially owned by the
Shareholder, and (d) any material interest of the Shareholder in
such business. Notwithstanding anything in these By-Laws to the
contrary, no business shall be conducted at an Annual Meeting
except in accordance with the procedures set forth in this
Section 11. The Chairman of an Annual Meeting shall, if the
facts warrant, determine and declare to the Meeting that business
was not properly brought before the Meeting and in accordance
with the provisions of this Section 11, and if he should so
determine, he shall so declare to the Meeting and any such
business not properly brought before the Meeting shall not be
transacted. At any Special Meeting of the Shareholders, only
such business shall be conducted as shall have been brought
before the Meeting by or at the direction of the Board of
Directors.
Section 12. Notice of Shareholder Nominees. Only persons
who are nominated in accordance with the procedures set forth in
this Section 12 shall be eligible for election as Directors.
Nominations of persons for election to the Board may be made at a
Meeting of Shareholders by or at the direction of the Board of
Directors, by any nominating committee or person appointed by the
Board of Directors or by any Shareholder of the Corporation
entitled to vote for the election of Directors at the Meeting who
complies with the notice procedures set forth in Section 12.
Such nominations, other than those made by or at the direction of
the Board, shall be made pursuant to timely notice in writing to
the Secretary of the Corporation. To be timely, a Shareholder's
notice shall be delivered to or mailed and received at the
principal executive offices of the Corporation not less than 60
days prior to the Meeting; provided, however, that in the event
that less than 70 days' notice or prior public disclosure of the
date of the Meeting is given or made to Shareholders (which
notice or public disclosure shall include the date of the Annual
Meeting specified in these By-Laws, if such By-Laws have been
filed with the Securities and Exchange Commission and if the
Annual Meeting is held on such date), notice by the Shareholders
to be timely must be so received not later than the close of
business on the 10th day following the day on which such notice
of the date of the Meeting was mailed or such public disclosure
was made. Such Shareholder's notice shall set forth (a) as to
each person whom the Shareholder proposes to nominate for
election or re-election as Director, (i) the name, age, business
address and residence address of such person, (ii) the principal
occupation or employment of such person, (iii) the class and
number of shares of the Corporation which are beneficially owned
by such person and (iv) any other information relating to such
person that is required to be disclosed in solicitations of
proxies for election of Directors, or is otherwise required, in
each case pursuant to Regulation 14A under the Securities
Exchange Act of 1934, as amended (including without limitation
such person's written consent to being named in the proxy
<PAGE>
statement as a nominee and to serving as a Director if elected);
and (b) as to the Shareholder giving the notice (i) the name and
record address of such Shareholder (ii) the class and number of
shares of the Corporation which are beneficially owned by such
Shareholder. No person shall be eligible for election as a
Director of the Corporation unless nominated in accordance with
the procedures set forth in this Section 12. The Chairman of the
Meeting shall, if the facts warrant, determine and declare to the
Meeting that a nomination was not made in accordance with the
procedures prescribed by these By-Laws, and if he should so
determine, he shall so declare to the Meeting and the defective
nomination shall be disregarded.
ARTICLE IV
Board of Directors
Section 1. Number. The business and affairs of the
Corporation shall be managed by a board of not more than nine (9)
Directors, as may be specified from time to time by resolution
adopted by a majority of the total number of the Corporation's
Directors, divided into three classes as provided in the
Articles. The Board may elect or appoint, from among its
members, a Chairman of the Board (the "Chairman"), who need not
be an officer (an "Officer") or employee of the Corporation. The
Chairman shall preside at all Shareholder Meetings and Board
Meetings and shall have such other powers and perform such other
duties as are incident to such position and as may be assigned by
the Board.
Section 2. Vacancies and Removal. Any vacancy occurring in
the Board shall be filled as provided in the Articles.
Shareholders shall be notified of any increase in the number of
Directors and the name, principal occupation and other pertinent
information about any Director elected by the Board to fill any
vacancy. Any Director, or the entire Board, may be removed from
office only as provided in the Articles.
Section 3. Powers and Duties. In addition to the powers and
duties expressly conferred upon it by law, the Articles or these
By-Laws, the Board may exercise all such powers of the
Corporation and do all such lawful acts and things as are not
inconsistent with the law, the Articles or these By-Law.
Section 4. Annual Board Meeting. Unless otherwise
determined by the Board, the Board shall meet each year
immediately after the Annual Meeting, at the place where such
Meeting has been held, for the purpose of organization, election
of Officers of the Corporation (the "Officers") and consideration
of any other business that may properly be brought before such
annual meeting of the Board (the "Annual Board Meeting"). No
notice shall be necessary for the holding of the Annual Board
Meeting. If the Annual Board Meeting is not held as above
provided, the election of Officers may be held at any subsequent
duly constituted meeting of the Board (a "Board Meeting").
Section 5. Regular Board Meetings. Regular meetings of the
Board ("Regular Board Meetings") may be held at stated times or
from time to time, and at such place, either within or without
the State of Indiana, as the Board may determine, without call
and without notice.
Section 6. Special Board Meetings. Special meetings of the
Board ("Special Board Meetings") may be called at any time or
from time to time, and shall be called on the written request of
at least two Directors, by the Chairman or the President, by
causing the Secretary or any Assistant Secretary to give to each
Director, either personally or by mail, telephone, telegraph,
teletype or other form of wire or wireless communication at least
two days' notice of the date, time and place of such Meeting.
Special Board Meetings shall be held at the Principal Office or
at such other place, within or without the State of Indiana, as
shall be specified in the respective notices or waivers of notice
thereof.
Section 7. Waiver of Notice and Assent. A Director may
waive notice of any Board Meeting before or after the date and
time of the Board Meeting stated in the notice by a written
wavier signed by the Director and filed with the minutes or
corporate records. A Director's attendance at or participation
in a Board Meeting shall constitute a waiver of notice of such
meeting and assent to any corporate action taken at such Meeting,
unless (a) the Director at the beginning of such Meeting (or
promptly upon his arrival) objects to holding of or transacting
<PAGE>
business at the Meeting and does not thereafter vote for or
assent to action taken at the Meeting; (b) the Director's dissent
or abstention from the action taken is entered in the minutes of
such Meeting; or (c) the Director delivers written notice of his
dissent or abstention to the presiding Director at such Meeting
before its adjournment, or to the Secretary immediately after its
adjournment. The right of dissent or abstention is not available
to a Director who votes in favor of the action taken.
Section 8. Quorum. At all Board Meetings, a majority of the
number of Directors designated for the full Board (the "Full
Board") shall be necessary to constitute a quorum for the
transaction of any business, except (a) that for the purpose of
filling of vacancies a majority of Directors then in office shall
constitute a quorum, and (b) that a lesser number may adjourn the
Meeting from time to time until a quorum is present. The act of
a majority of the Board present at a Meeting at which a quorum is
present shall be the act of the Board, unless the act of a
greater number is required by law, the Articles or these By-Laws.
Section 9. Audit and Other Committees of the Board. The
Board shall, by resolution adopted by a majority of the Full
Board, designate an Audit Committee comprised of two or more
Directors, which shall have such authority and exercise such
duties as shall be provided by resolution of the Board. The
Board may, by resolution adopted by such majority, also designate
other regular or special committees of the Board ("Committees"),
in each case comprised of two or more Directors and to have such
powers and exercise such duties as shall be provided by
resolution of the Board.
Section 10. Resignations. Any Director may resign at any
time by giving written notice to the Board, the Chairman, the
President or the Secretary. Any such resignation shall take
effect when delivered unless the notice specifies a later
effective date. Unless otherwise specified in the notice, the
acceptance of such resignation shall not be necessary to make it
effective.
ARTICLE V
Officers
Section 1. Officers. The Officers shall be the President,
one or more Vice President, the Secretary and the Treasurer, and
may include one or more Assistant Secretaries, one or more
Assistant Treasurers, a Comptroller and one or more Assistant
Comptrollers. Any two or more offices may be held by the same
person. The Board may from time to time elect or appoint such
other Officers as it shall deem necessary, who shall exercise
such powers and perform such duties as may be prescribed from
time to time by these By-Laws or, in the absence of a provision
in these By-Laws in respect thereto, as may be prescribed from
time to time by the Board.
Section 2. Election of Officers. The Officers shall be
elected by the Board at the Annual Board Meeting and shall hold
office for one year or until their respective successors shall
have been duly elected and shall have qualified; provided,
however, that the Board may at any time elect one or more persons
to new or different offices and/or change the title, designation
and duties and responsibilities of any of the Officers consistent
with the law, the Article and these By-Laws.
Section 3. Vacancies; Removal. Any vacancy among the
Officers may be filed for the unexpired term by the Board. Any
Officer may be removed at any time by the affirmative vote of a
majority of the Full Board.
Section 4. Delegation of Duties. In the case of the
absence, disability, death, resignation or removal from office of
any Officer, or for any other reason that the Board shall deem
sufficient, the Board may delegate, for the time being, any or
all of the powers or duties of such Officer to any other Officer
or to any Director.
<PAGE>
Section 5. President. The President shall be a Director
and, subject to the control of the Board, shall be the chief
executive officer and have general charge of and supervision and
authority over the business and affairs of the Corporation, and
shall have such other powers and perform such other duties as are
Incident to this office and as may be assigned to him by the
Board. In the case of the absence or disability of the Chairman
or if no Chairman shall be elected or appointed by the Board, the
President shall preside at all Shareholder Meetings and Board
Meetings.
Section 6. Vice Presidents. Each of the Vice Presidents
shall have such powers and perform such duties as may be
prescribed for him by the Board or delegated to him by the
President. In the case of the absence, disability, death,
resignation or removal from office of the President, the powers
and duties of the President shall, for the time being, devolve
upon and be exercised by the Executive Vice President, if there
be one, and if not, then by such one of the Vice Presidents as
the Board or the President may designate, or, if there be but one
Vice President, then upon such Vice President; and he shall
thereupon, during such period, exercise and perform all of the
powers and duties of the President, except as may be otherwise
provided by the Board.
Section 7. Secretary. The Secretary shall have the custody
and care of the Seal, records, minutes and the Stock Book of the
Corporation; shall attend all Shareholder Meetings and Board
Meetings, and duly record and keep the minutes of their
proceedings in a book or books to be kept for that purpose; shall
give or cause to be given notice of all Shareholder Meetings and
Board Meetings when such notice shall be required; shall file and
take charge of all papers and documents belonging to the
Corporation; and shall have such other powers and perform such
other duties as are incident to the office of secretary of a
business corporation, subject at all times to the direction and
control of the Board of Directors and the President.
Section 8. Assistant Secretaries. Each of the Assistant
Secretaries shall assist the Secretary in his duties and shall
have such other powers and perform such other duties as may be
prescribed for him by the Board or delegated to him by the
President. In case of the absence, disability, death,
resignation or removal from office of the Secretary, his powers
and duties shall, for the time being, devolve upon such one of
the Assistant Secretaries as the Board, the President or the
Secretary may designate, or, if there be but one Assistant
Secretary, then upon such Assistant Secretary; and he shall
thereupon, during such period, exercise and perform all of the
powers and duties of the Secretary, except as may be otherwise
provided by the Board.
Section 9. Treasurer. The Treasurer shall have control
over all records of the Corporation pertaining to moneys and
securities belonging to the Corporation; shall have charge of,
and be responsible for, the collection, receipt, custody and
disbursements of funds of the Corporation; shall have the custody
of all securities belonging to the Corporation; shall keep full
and accurate accounts of receipts and disbursements in books
belonging to the Corporation; and shall disburse the funds of the
Corporation as may be ordered by the Board, taking proper
receipts or making proper vouchers for such disbursements and
preserving the same at all times during his term of office. When
necessary or proper, he shall endorse on behalf of the
Corporation all checks, notes or other obligations payable to the
Corporation or coming into his possession for or on behalf of the
Corporation, and shall deposit the funds arising therefrom,
together with all other funds and valuable effects of the
Corporation coming into his possession, in the name and the
credit of the Corporation in such depositories as the Board from
time to time shall direct, or in the absence of such action by
the Board, as may be determined by the President or any Vice
President. The Treasurer shall have direct control over all
accounting records of the Corporation pertaining to moneys,
properties, materials and supplies, including the bookkeeping and
accounting departments; shall have direct supervision over the
accounting records in all other departments pertaining to moneys,
properties, materials and supplies; shall render to the President
and the Board, at Regular Board Meetings or whenever the same
shall be required, an account of all his transactions as
Comptroller and of the financial condition of the Corporation.
The Treasurer shall also have such other powers and perform such
other duties as are incident to the office of treasurer of a
business corporation, subject at all times to the direction and
control of the Board and the President.
If required by the Board, the Treasurer shall give the
Corporation a bond, in such an amount and with such surety or
sureties may be ordered by the Board, for the faithful
performance of the duties of his office and for the restoration
to the Corporation, in case of his death, resignation, retirement
<PAGE>
or removal from office, of all books, papers, vouchers, money and
other property of whatever kind in his possession or under his
control belonging to the Corporation.
Section 10. Assistant Treasurers. Each of the Assistant
Treasurers shall assist the Treasurer in his duties, and shall
have such other powers and perform such other duties as may be
prescribed for him by the Board or delegated to him by the
President. In case of the absence, disability, death,
resignation or removal from office of the Treasurer, his powers
and duties shall, for the time being, devolve upon such one of
the Assistant Treasurers as the Board, the President or the
Treasurer may designate or, if there be but one Assistant
Treasurer, then upon such Assistant Treasurer; and he shall
thereupon, during such period, exercise and perform all the
powers and duties of the Treasurer except as may be otherwise
provided by the Board. If required by the Board, each Assistant
Treasurer shall likewise give the Corporation a bond, in such
amount and with such surety or sureties as may be ordered by the
Board, for the same purposes as the bond that may be required to
be give by the Treasurer.
ARTICLE VI
Certificates for Shares
Section 1. Certificates. Certificates for Shares
("Certificates") shall be in such form, consistent with law and
the Articles, as shall be approved by the Board. Certificates
for each class, or series within a class, of Shares, shall be
numbered consecutively as issued. Each Certificate shall state
the name of the Corporation and that it is organized under the
laws of the State of Indiana; the name of the registered holder;
the number and class and the designation of the series, if any,
of the Shares represented thereby; and a summary of the
designations, relative rights, preferences and limitations
applicable to such class and, if applicable, the variations in
rights, preferences and limitations determined for each series
and the authority of the Board to determine such variations for
future series; provided, however, that such summary may be
omitted if the Certificate states conspicuously on its front or
back that the Corporation will furnish the Shareholder such
Information upon written request and without charge. Each
Certificate shall be signed (either manually or in facsimile) by
(i) the President or a Vice President and (ii) the Secretary or
an Assistant Secretary, or by any two or more Officers that may
be designated by the Board, and may have affixed thereto the
Seal, which may be a facsimile, engraved or printed.
Section 2. Record of Certificates. Shares shall be entered
in the Stock Book as they are issued, and shall be transferrable
on the Stock Book by the holder thereof in person, or by his
attorney duly authorized thereto in writing, upon the surrender
of the outstanding Certificate therefor properly endorsed.
Section 3. Lost or Destroyed Certificates. Any person
claiming a Certificate to be lost or destroyed shall make
affidavit or affirmation of that fact and, if the Board or the
President shall so require, shall give the Corporation and/or the
transfer agents and registrars, if they shall so require, a bond
of indemnity, in form and with one or more sureties satisfactory
to the Board or the President and/or the transfer agents and
registrars, in such amount as the Board or the President may
direct and/or the transfer agents and registrars may require,
whereupon a new Certificate may be issued of the same tenor and
for the same number of Shares as the one alleged to be lost or
destroyed.
Section 4. Shareholder Addresses. Every Shareholder shall
furnish the Secretary with an address to which notices of
Meetings and all other notices may be served upon him or mailed
to him, and in default thereof notices may be addressed to him at
his last known address or at the Principal Office.
ARTICLES VII
Corporate Books and Records
Section 1. Places of Keeping. Except as otherwise provided
by law, the Articles or these By-Laws, the books and records of
the Corporation (including the "Corporate Records," as defined in
the Articles) may be kept at such place or places, within or
without the State of Indiana, as the Board may from time to time
<PAGE>
by resolution determine or, in the absence of such determination
by the Board, as shall be determined by the President.
Section 2. Stock Book. The Corporation shall keep at the
Principal Office the original Stock Book or a duplicate thereof,
or, in case the Corporation employs a stock registrar or transfer
agent within or without the State of Indiana, another record of
the Shareholders in a form that permits preparation of a list of
the names and addresses of all the Shareholders, in alphabetical
order by class of Shares, stating the number of class of Shares
held by each Shareholder (the "Record of Shareholders").
Section 3. Inspection of Corporate Records. Any
Shareholders (or the Shareholder's agent or attorney authorized
in writing) shall be entitled to inspect and copy at his expense,
after giving the Corporation at least five business days' written
notice of his demand to do so, the following Corporate Records:
(1) the Articles; (2) these By-Laws; (3) minutes of all
Shareholder Meetings and records of all actions taken by the
Shareholders without a meeting (collectively, "Shareholders
Minutes") for the prior three years; (4) all written
communications by the Corporation to the Shareholders including
the financial statements furnished by the Corporation to the
Shareholders for the prior three years; (5) a list of the names
and business addresses of the current Directors and the current
Officers; and (6) the most recent Annual Report of the
Corporation as filed with the Secretary of State of Indiana. Any
Shareholder (or the Shareholder's agent or attorney authorized in
writing) shall also be entitled to inspect and copy at his
expense, after giving the Corporation at least five business
days' written notice of his demand to do so, the following
Corporate Records, if his demand is made in good faith and for a
proper purpose and describes with reasonable particularity his
purpose and the records he desires to inspect, and the records
are directly connected with his purpose: (1) to the extent not
subject to inspection under the previous sentence, Shareholders
Minutes, excerpts from minutes of Board Meetings and of Committee
meetings, and records of any actions taken by the Board or any
Committee without a meeting; (2) appropriate accounting records
of the Corporation; and (3) the Record of Shareholders.
Section 4. Record Date. The Board may, in its discretion,
fix in advance a Record Date not more than seventy days before
the date (a) of any Shareholder Meeting, (b) for the payment of
any dividend or the making of any other distribution, (c) for the
allotment of rights, or (d) when any change or conversion or
exchange of Shares shall go into effect. If the Board fixes a
Record Date, then only Shareholders who are Shareholders of
record on such Record Date shall be entitled (a) to notice of
and/or to vote at any such Meeting, (b) to receive any such
dividend or other distribution, (c) to receive any such allotment
of rights, or (d) to exercise the rights in respect of any such
change, conversion or exchange of Shares, as the case may be,
notwithstanding any transfer of Shares on the Stock Book after
such Record Date.
Section 5. Transfer Agents; Registrars. The Board may
appoint one or more transfer agents and registrars for its Shares
and may require all Certificates to hear the signature either of
a transfer agent or of a registrar, or both.
ARTICLE VIII
Checks, Drafts, Deeds and Shares of Stock
Section 1. Checks, Drafts, Notes, Etc. All checks, drafts,
notes or orders for the payment of money of the Corporation
shall, unless otherwise directed by the Board or otherwise
required by law, be signed by one or more Officers as authorized
in writing by the President. In addition, the President may
authorize any one or more employees of the Corporation
("Employees") to sign checks, drafts and orders for the payment
of money not to exceed specific maximum amounts as designated in
writing by the President for any one check, draft or order. When
so authorized by the President, the signature of any such Officer
or Employee may be a facsimile signature.
Section 2. Deeds, Notes, Bonds, Mortgages, Contracts, Etc.
All deeds, notes, bonds and mortgages made by the Corporation,
and all other written contracts and agreements, other than those
executed in the ordinary course of corporate business, to which
the Corporation shall be a party, shall be executed in its name
<PAGE>
by the President, a Vice President or any other Officer so
authorized by the Board and, when necessary or required, the
Secretary or an Assistant Secretary shall attest the execution
thereof. All written contracts and agreements into which the
Corporation enters in the ordinary course of corporate business
shall be executed by any Officer or by any other Employee
designated by the President or a Vice President to execute such
contracts and agreements.
Section 3. Sale or Transfer of Stock. Subject always to
the further orders and directions of the Board, any share of
stock issued by any corporation and owned by the Corporation
(including reacquired Shares of the Corporation) may, for sale or
transfer, be endorsed in the name of the Corporation by the
President or a Vice President, and said endorsement shall be duly
attested by the Secretary or an Assistant Secretary either with
or without affixing thereto the Seal.
Section 4. Voting of Stock of Other Corporations. Subject
always to the further orders and directions of the Board, any
share of stock issued by any other corporation and owned or
controlled by the Corporation (an "Investment Share") may be
voted at any shareholders' meeting of such other corporation by
the President or by a Vice President. Whenever, in the judgment
of the President, it is desirable for the Corporation to execute
a proxy or give a shareholder's consent in respect of any
Investment Share, such proxy or consent shall be executed in the
name of the Corporation by the President or a Vice President,
and, when necessary or required, shall be attested by the
Secretary or an Assistant Secretary either with or without
affixing thereto the Seal. Any person or persons designated in
the manner above stated as the proxy or proxies of the
Corporation shall have full right, power and authority to vote an
Investment Share the same as such Investment Share might be voted
by the Corporation.
ARTICLE IX
Fiscal Year
Section 1. Fiscal Year. The Corporation's fiscal year
shall begin in October 1 of each year and end on September 30 of
such year.
ARTICLE X
Amendments
Section 1. Amendments. These By-Laws may be altered,
amended or repealed, in whole or in part, and new By-Laws may be
adopted, at any Board Meeting by the affirmative vote of a
majority of the Full Board.
<PAGE>
CERTIFIED RESOLUTIONS
---------------------
I, Gary L. Hemrick, being the Secretary of HOME BANCORP (the
"Company") hereby certify that the following is a true, correct
and complete copy of resolutions duly adopted by the Board of
Directors of the Company on November 21, 1995, and that said
resolutions have not been amended or modified and are in full
force and effect.
RESOLVED, that the number of members of the Board of
Directors be and hereby is set at eight; and further
BE IT FURTHER RESOLVED, that the Secretary and any
Assistant Secretary of the Company be and each of them
hereby is authorized to certify and deliver copies of
this resolution and any one or more of the foregoing
resolution to such governmental bodies or agencies or
persons, firms, or corporations as he may deem
necessary or desirable.
I have signed my name and affixed the seal of the Company
this 21st day of November, 1995.
/s/Gary L. Hemrick
---------------------------------
Gary L. Hemrick, Secretary
<PAGE>
HOME BANCORP
BYLAWS
ARTICLE IV
Section 11. Qualifications of Directors.
----------------------------
Any member of the Board of Directors shall, in order to
qualify to stand for election or to continue to serve as a
director, be domiciled in, have a principal residence in or have
his or her primary place of business located in any county in
which the Corporation or any of its subsidiaries has an office.
<PAGE>
NEWS RELEASE
- -----------------------------------------------------------------
- -----------------------------------------------------------------
Home Bancorp Date September 17, 1997
---------------------------
132 EAST BERRY STREET P.O. BOX 989 Contact W. Paul Wolf
---------------------------
FORT WAYNE, INDIANA 46801-0989
PHONE: (219) 422-3502
FAX: (219) 426-7027
HOME BANCORP ANNOUNCES
MODIFICATION OF BYLAWS
FORT WAYNE, INDIANA, September 17, 1997 -- W. Paul Wolf, President
and Chief Executive Officer of Home Bancorp (Nasdaq: "HBFW")
announced today that the Corporation amended its bylaws to add a
director qualification provision.
"As a locally oriented financial institution, we believe it
is essential that our directors have an intimate knowledge of our
market area in order to serve the needs of our community. This
amendment will ensure that our directors remain knowledgeable and
committed to our mission of service to the Fort Wayne, Indiana
area."
Home Loan Bank, fsb, established in 1893, the wholly owned
subsidiary of Home Bancorp, currently operates nine full service
banking offices, two of which are located in Decatur and New Haven
and seven of which are located in Fort Wayne, Indiana. Home Loan
Bank, fsb deposits are insured by the Federal Deposit Insurance
Corporation.
Holding Company for Home Loan Bank
