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 24, 1998
Dear Shareholder:
The Board of Directors and Officers of Home Bancorp join me in
extending to you a cordial invitation to attend the Fourth Annual Meeting of
Shareholders. The meeting will be held on Tuesday, January 26, 1999 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 1998 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. At 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 still vote in person on all matters brought before
the meeting.
We look forward to seeing you and visiting with you on January 26th.
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 26, 1999
Notice is hereby given that the Annual Meeting of Shareholders (the
"Meeting") of Home Bancorp (the "Company") will be held on Tuesday, January 26,
1999 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 three 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, 1999; 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 1, 1998
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 24, 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>
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 26, 1999
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 26, 1999 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 31, 1998. Certain of the information provided herein relates to
Home Loan Bank fsb (the "Bank"), a wholly-owned subsidiary of the Company.
At the Meeting, shareholders of the Company are being asked to consider
and vote upon the election of three 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, 1999.
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.
The Company maintains an Employee Stock Ownership Plan ("ESOP") which
owns approximately 6.92% of the Company's common stock and in which employees of
the Company and the Bank participate. Pursuant to the terms of the ESOP, each
ESOP participant has the right to direct the trustee of the ESOP how to vote the
shares of Common Stock allocated to his or her account under the ESOP. If an
ESOP participant properly executes the proxy distributed by the trustee of the
ESOP, the ESOP trustee will vote the shares represented by that proxy at the
Meeting. Where an ESOP participant specifies a choice, the proxy will be voted
in accordance with the ESOP participant's instructions. If no specific direction
is given, the ESOP trustee will vote the shares "FOR" the election of
management's nominees for directors of the Company and "FOR" the ratification of
auditors. If other matters are presented at the Meeting, the shares for which
proxies have been received will be voted in accordance with the discretion of
the proxies. The trustee of the ESOP will vote all of the unallocated ESOP
shares in the manner directed by the majority of the ESOP participants who
directed the trustee as to the manner of voting their allocated shares in the
ESOP with respect to such issue.
<PAGE>
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.
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 1, 1998
(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 2,190,042 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 151,528 6.92%
132 East Berry Street, P.O. Box 989
Fort Wayne, Indiana 46801-0989(1)
Directors and executive officers of the Company as a 303,721 13.87%
group (11 persons)(2)
</TABLE>
- ---------------------------------------------
(1) The amount reported represents shares held by the ESOP, 79,681 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.
Unallocated shares will be voted in the same proportion as the voted
allocated shares.
<PAGE>
(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) 23,663 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) 29,046
restricted shares granted to directors and executive officers under the
Company's Recognition and Retention Plan (the "RRP") 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 87,686 shares of Common Stock granted to directors and executive
officers under the Company's 1995 Stock Option and Incentive Plan (the
"Stock Option Plan").
2
<PAGE>
PROPOSAL I -- ELECTION OF DIRECTORS
The Company's Board of Directors is composed of nine members, with
one-third of the directors 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
Term Common Stock
Director to Beneficially Percent
Name Age Position(s) Held in the Company Since(1) Expire Owned(2) of Class
---- --- ------------------------------- -------- ------ -------- --------
<S> <C> <C> <C> <C> <C>
NOMINEES
Matthew P. Forrester 41 Director, Vice President and 1994 2002 22,885(3) 1.04%
Treasurer
Rod M. Howard 71 Director 1969 2002 21,857(2)(4) 1.00%
Luben Lazoff 64 Director 1991 2002 24,057(2)(5) 1.10%
DIRECTORS CONTINUING IN OFFICE
C. Philip Andorfer 63 Director 1988 2001 18,007(2)(6) *
Richard P. Hormann 72 Director 1987 2001 27,857(2)(7) 1.27%
W. Paul Wolf 66 Chairman of the Board, President 1961 2001 95,849(8) 4.38%
and Chief Executive Officer
Daniel F. Fulkerson 58 Director 1993 2000 27,857(2)(9) 1.27%
Walter A. McComb, Jr. 63 Director 1982 2000 27,857(2)(10) 1.27%
Donald E. Thornton 57 Director 1997 2000 19,577(11) *
</TABLE>
* Less than one percent.
(1) Includes service as a director of the Bank.
(2) Included in the shares of Common Stock beneficially owned by such
individual are (i) 1,836 restricted shares granted under the RRP 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 shares of Common Stock as follows: Mr. Howard
- 8,266 shares; Mr. Lazoff - 6,966 shares; Mr. Andorfer - 5,508 shares;
Mr. Hormann - 8,266 shares; Mr. Fulkerson - 5,508 shares; and Mr.
McComb - 2,754 shares.
<PAGE>
(3) Included in the shares of Common Stock beneficially owned by Mr.
Forrester are (i) 4,263 shares owned individually 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) 2,774
restricted shares granted to Mr. Forrester under the RRP 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,
3
<PAGE>
(iv) 4,042 shares held in Mr. Forrester's account by the ESOP over which
he has sole voting and shared dispositive power and (v) an option to
purchase 10,406 shares of Common Stock granted to Mr. Forrester under the
Stock Option Plan.
(4) Also included in the shares of Common Stock beneficially owned by Mr.
Howard are (i) 10,033 shares owned individually over which he has sole
voting and dispositive power and (ii) 1,722 shares owned by his wife
individually over which Mr.
Howard has shared voting and dispositive power.
(5) Also included in the shares of Common Stock beneficially owned by Mr.
Lazoff are (i) 11,255 shares owned individually over which he has sole
voting and dispositive power and (ii) 4,000 shares owned by his wife
individually over which Mr.
Lazoff has shared voting and dispositive power.
(6) Also included in the shares of Common Stock beneficially owned by Mr.
Andorfer are (i) 3,218 shares owned individually over which he has sole
voting and dispositive power and (ii) 7,295 shares owned by Mr. Andorfer
and his wife jointly and 150 shares owned by his wife individually over
which Mr. Andorfer has shared voting and dispositive power.
(7) Also included in the shares of Common Stock beneficially owned by Mr.
Hormann are (i) 10,255 shares owned individually 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.
(8) Included in the shares of Common Stock beneficially owned Mr. Wolf are
(i) 45,232 shares owned individually 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) 11,006 restricted shares granted to Mr. Wolf under the RRP 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)
9,336 shares held in Mr. Wolf's account by the ESOP over which he has
sole voting and shared dispositive power and (v) an option to purchase
22,775 shares of Common Stock granted to Mr. Wolf under the Stock Option
Plan.
(9) Also included in the shares of Common Stock beneficially owned by Mr.
Fulkerson are (i) 13,013 shares owned individually over which he has sole
voting and dispositive power and (ii) 7,500 shares owned jointly by Mr.
Fulkerson and his wife over which Mr. Fulkerson has shared voting and
dispositive power.
(10) Also included in the shares of Common Stock beneficially owned by Mr.
McComb are (i) 15,767 shares owned individually 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
<PAGE>
(11) Included in the shares of Common Stock beneficially owned by Mr. Thornton
are (i) 5,123 shares owned individually over which he has sole voting and
dispositive power, (ii) 600 shares owned jointly by Mr. Thornton and his
wife over which Mr. Thornton has shared voting and dispositive power,
(iii) 1,836 restricted shares granted to Mr. Thornton under the RRP 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)
4,210 shares held in Mr. Thornton's account by the ESOP over which he has
sole voting and shared dispositive power and (v) an option to purchase
7,808 shares of Common Stock granted to Mr. Thornton 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.
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 17 years and has been President of Lazoff Associates, Inc. since
1993. 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.
4
<PAGE>
Richard P. Hormann. Mr. Hormann has been an Independent Insurance Agent
for 46 years and currently is the Executive Vice President of DeHayes Group,
Inc.
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
served eight years, through September 1997, on the seven member board of the
Banking Department of the Indiana Department of Financial Institutions. He
currently serves on the board of the Indiana Economic Development Council and
its Executive Committee.
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, where he has been employed since 1956. He also
has served as President of Mark Douglas, Inc., a property management firm, since
1967.
Donald E. Thornton. Mr. Thornton has served as the Secretary of the
Bank since 1977 and as Vice President of lending at the Bank since 1981. He has
been employed at the Bank since 1972.
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, 1998, the Board of Directors met nine times. During fiscal 1998,
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 1998, 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 1998.
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
<PAGE>
the Company. 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 one time during fiscal 1998.
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
5
<PAGE>
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 13 meetings during fiscal 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.
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 is comprised of all non-employee
members of the Bank's Board of Directors. The Bank'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. The Audit Committee meets as needed and
held four meetings during the fiscal 1998.
The Bank's Salary Committee for Officers, comprised of Directors
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 once during the fiscal 1998.
The Loan Committee of the Bank, currently comprised of President Wolf,
Vice President Thornton, three other 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 1998.
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.
6
<PAGE>
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 1998 for services rendered by the
Chief Executive Officer of the Bank. No other officer earned salary and bonus
exceeding $100,000 in fiscal 1998.
<TABLE>
<CAPTION>
Summary Compensation Table
Long Term
Compensation
Annual Compensation(1) Awards
- ----------------------------------------------------------------------- ------------------------
Restricted
Stock All Other
Fiscal Salary Bonus Award(s) Options Compensation
Name and Principal Position Year ($) ($) ($) (#) ($)
--------------------------- ---- --- --- --- --- ---
<S> <C> <C> <C> <C>
W. Paul Wolf 1998 $155,125 $1,000 --- --- $ 72,488(2)
Chairman of the Board, President 1997 144,525 1,000 --- --- 54,128
and Chief Executive Officer 1996 136,950 1,000 $419,604(3) 73,330 42,462
</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.
(2) Represents the Bank's payment on behalf of Mr. Wolf of medical and life
insurance premiums of approximately $2,253, as well as the Bank's
contribution to the ESOP of $70,235.
(3) 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. At September 30, 1998, 11,006 shares of
Common Stock were still subject to restrictions. Based on $27.25, the
closing price per share of the Common Stock as reported on the Nasdaq
National Market on September 30, 1998, the 11,006 remaining restricted
shares held by Mr. Wolf had an aggregate market value of $299,914.
<PAGE>
The following table sets forth certain information with respect to the
number and value of stock options held by Mr. Wolf at September 30, 1998. No
stock appreciation rights have been granted by the Corporation to date.
<TABLE>
<CAPTION>
Aggregate Options Exercised in Last Fiscal Year and FY-End Option Values
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options
Shares Options at FY-End (#) FY-End ($)(2)
Acquired on Value ------------------------------ ------------------------------
Exercise Realized
Name (#) ($)(1) Exercisable Unexercisable Exercisable Unexercisable
---- --- ------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
W. Paul Wolf 14,565 $165,509 22,775 29,332 $273,300 $351,984
</TABLE>
(1) Represents the difference between the fair market value of the securities
acquired at the date of exercise of the option and the aggregate exercise
price of such option.
(2) Represents the aggregate market value of the stock options as of September
30, 1998. The market value per share of the stock options is the difference
between the market price per share of the Common Stock ($27.25 per share
based upon the closing price per share of the Common Stock as reported on
the Nasdaq National Market on September 30, 1998), less the exercise price
($15.25 per share) of the stock options.
7
<PAGE>
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.
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
1998 as permitted by the Internal Revenue Code of 1986, as amended (the "Code"),
is $130,000. The years of service credited to Mr. Wolf under the Pension Plan as
of September 30, 1998 were 38. 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 employment contracts with President Wolf and four other
executive officers. The contracts provide for an annual base salary in an amount
not less than such individual's current salary and an initial term of three
years in the case of President Wolf and two years in the cases of the other
executive officers. The contracts provide for extensions of one year, in
<PAGE>
addition to the then-remaining term under the agreement, on each anniversary of
the effective date of the contract (i.e., March 29), subject to a formal
performance evaluation performed by disinterested members of the Board of
Directors of the Bank. The agreement terminates upon the employee's death, for
cause, in certain events specified by Office of Thrift Supervision ("OTS")
regulations, or by such officer upon 90 days notice to the Bank. For the year
ended September 30, 1998, the disinterested members of Bank's Board of Directors
authorized the extension of the officers' employment contracts for an additional
year.
8
<PAGE>
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 OTS 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 President Wolf had been terminated as of
September 30, 1998, under circumstances entitling him to severance pay as
described above, he would have been entitled to receive a lump sum cash payment
of approximately $438,000.
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.
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.
9
<PAGE>
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 $158,000 per year, subject to such adjustments in future years as
shall be determined by the Compensation Committee. Mr. Wolf's base salary for
fiscal 1998 was approximately $155,125. The increase reflected the Compensation
Committee's consideration of base salaries in the industry, Mr. Wolf's
responsibilities of running a public company, and the Committee's and the
Board's assessment of Mr. Wolf's performance over the year as compared to the
Company's goals.
Mr. Wolf was also awarded a nominal cash bonus in December 1997 of
$1,000 consistent with the Company's past practices.
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 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.
10
<PAGE>
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 selected savings and loan industry index for the period
March 29, 1995 (the date the Company became a public company) through September
30, 1998.
{GRAPHIC-GRAPH PLOTTED TO POINTS LISTED BELOW]
<TABLE>
<CAPTION>
03/30/95 09/29/95 09/30/96 09/30/97 09/30/98
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Home Bancorp.................. $100.00 $126.00 $127.83 $197.22 $224.42
Selected Thrift Index......... 100.00 131.16 157.53 267.31 235.87
Nasdaq Market Index........... 100.00 121.89 142.31 193.43 201.02
</TABLE>
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 1999 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, 1999.
11
<PAGE>
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
26, 1999. Any such proposal shall be subject to the requirements of the proxy
rules adopted under the Exchange Act, and, as with any shareholder proposal, the
Company's Articles of Incorporation and Bylaws and Indiana law.
If a proposal does not meet the above requirements for inclusion in the
Company's proxy materials, but otherwise meets the Company's eligibility
requirements to be presented at the next Annual Meeting of Shareholders, the
persons named in the enclosed form of proxy and acting thereon will have the
discretion to vote on any such proposal in accordance with their best judgment
if the proposal is received at the Company's main office at 132 East Berry
Street, P.O. Box 989, Fort Wayne Indiana 46801-0989 later than November 27,
1999; provided, however, that in the event that the date of next year's annual
meeting is held prior to January 26, 2000, the shareholder proposal must be
received not later than the close of business on the tenth day following the day
on which notice of the date of the annual meeting was mailed or public
announcement of the date of such meeting was first made.
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.
12
<PAGE>
REVOCABLE PROXY
HOME BANCORP-Fort Wayne, Indiana
[ X ] PLEASE MARK VOTES AS IN THIS EXAMPLE
Annual Meeting of Shareholders - January 26, 1999
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:
MATTHEW P. FORRESTER [ ] FOR [ ] WITHHELD
ROD M. HOWARD [ ] FOR [ ] WITHHELD
LUBEN LAZOFF [ ] FOR [ ] WITHHELD
II. The ratification of the appointment of Crowe, Chizek and Company LLP,
independent auditors for the Company for the fiscal year ending September 30,
1999.
[ ] 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 SUCH MEETING, 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 Company's Annual Report to Shareholders for the fiscal year ended September
30, 1998.
<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
PLEASE PROMPTLY COMPLETE
DATE, SIGN AND MAIL THIS PROXY IN THE ENCLOSED POSTAGE-PAID ENVELOPE
This proxy may be revoked at any time before it is voted by delivering to the
Secretary of the Company, on or before the taking of the vote at the Meeting, a
written notice of revocation bearing a later date than the proxy or a later
dated proxy relating to the same shares of Company common stock, or by attending
the Meeting and voting in person. Attendance at the Meeting will not in itself
constitute revocation of a proxy. Any written notice revoking this proxy should
be delivered to Gary L. Hemrick, Secretary, Home Bancorp, 132 East Berry Street,
P.O. Box 989, Fort Wayne, Indiana 46801-0982. If this proxy is properly revoked
as described above, then the power of such attorneys and proxies shall be deemed
terminated and of no further force and effect.
