UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [_]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Soliciting Material Pursuant to
[_] Confidential, For Use of the SS.240.14a-11(c) or SS.240.14a-12
Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
HOME BANCORP
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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:
________________________________________________________________________________
SEC 1913 (3-99)
<PAGE>
Home Bancorp
================================================================================
132 EAST BERRY STREET o P.O. BOX 989
FORT WAYNE, INDIANA 46801-0989
PHONE: (219) 422-3502
FAX: (219) 426-7027
December 20, 1999
Dear Shareholder:
The Board of Directors and Officers of Home Bancorp join me in
extending to you a cordial invitation to attend the Fifth Annual Meeting of
Shareholders. The meeting will be held on Tuesday, January 25, 2000 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 1999 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.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE SIGN AND DATE THE
ENCLOSED PROXY CARD AND RETURN IT IN THE ACCOMPANYING POSTAGE-PAID RETURN
ENVELOPE AS QUICKLY AS POSSIBLE. This will not prevent you from voting in person
at the Meeting, but will assure that your vote is counted if you are unable to
attend the Meeting. YOUR VOTE IS VERY IMPORTANT.
We look forward to seeing you and visiting with you on January 25,
2000.
Cordially yours,
/s/Marvin C. Schumm
Marvin C. Schumm
President and Chief Executive Officer
Home Loan Bank fsb
<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 25, 2000
Notice is hereby given that the Annual Meeting of Shareholders (the
"Meeting") of Home Bancorp (the "Company") will be held on Tuesday, January 25,
2000 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, 2000; 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, 1999
are the shareholders entitled to vote at the Meeting and any adjournments
thereof.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, YOU ARE REQUESTED TO
SIGN, DATE AND RETURN THE ENCLOSED PROXY WITHOUT DELAY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE. ANY SIGNED PROXY GIVEN BY THE STOCKHOLDER MAY BE REVOKED
BY FILING WITH THE SECRETARY OF THE COMPANY A WRITTEN REVOCATION OR A DULY
EXECUTED PROXY BEARING A LATER DATE. IF YOU ARE PRESENT AT THE MEETING, YOU MAY
REVOKE YOUR PROXY AND VOTE PERSONALLY ON EACH MATTER BROUGHT BEFORE THE MEETING.
HOWEVER, IF YOU ARE A STOCKHOLDER WHOSE SHARES ARE NOT REGISTERED IN YOUR OWN
NAME, YOU WILL NEED ADDITIONAL DOCUMENTATION FROM YOUR RECORD HOLDER TO VOTE
PERSONALLY AT THE MEETING.
BY ORDER OF THE BOARD OF DIRECTORS
/s/Gary L. Hemrick
Gary L. Hemrick
Secretary
Fort Wayne, Indiana
December 20, 1999
- --------------------------------------------------------------------------------
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 25, 2000
----------------------------------
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 25, 2000, 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 20, 1999. 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, 2000.
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 10.95% 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, 1999
(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 2,011,652 shares
of Common Stock issued and outstanding. The following table sets forth
information regarding share ownership as of the Voting Record Date 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 Directors.
<TABLE>
<CAPTION>
Shares
Beneficially Percent
Owned of Class
----- --------
<S> <C> <C>
Home Bancorp Employee Stock Ownership Plan
132 East Berry Street, P.O. Box 989
Fort Wayne, Indiana 46801-0989 220,256(1) 10.95%
Directors and executive officers of the Company as a
group (11 persons) 193,413(2)(3) 9.34%
</TABLE>
2
<PAGE>
- ------------------
(1) The amount reported represents shares held by the ESOP, 88,946 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 as determined by the
majority vote of the voted allocated shares.
(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) 14,830 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, and (ii) options to purchase 59,212 shares of Common
Stock granted to directors and executive officers under the Company's
1995 Stock Option and Incentive Plan (the "Stock Option Plan") which
are immediately exercisable within 60 days of the Voting Record Date.
(3) Excludes 7,693 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 assigned to a third party until
such restricted shares are vested and no longer subject to restriction.
Such shares will be voted by the third party in the same manner as the
majority vote of the voted allocated shares under the ESOP.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
-------------------------------------------------------
Section 16(a) of the 1934 Act requires the Company's officers and
directors, and persons who own more than ten percent of the Common Stock, to
file reports of ownership and changes in ownership of the Common Stock, on Forms
3, 4 and 5, with the Securities and Exchange Commission ("SEC") and to provide
copies of those Forms 3, 4 and 5 to the Company. The Company is not aware of any
beneficial owner of more than ten percent of its Common Stock. Based upon a
review of the copies of the forms furnished to the Company, or written
representations from certain reporting persons that no Forms 5 were required,
the Company believes that all Section 16(a) filing requirements applicable to
its officers and directors were complied with during the 1999 fiscal year.
PROPOSAL I - ELECTION OF DIRECTORS
The Company's Board of Directors is currently composed of seven
members, with three 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.
3
<PAGE>
<TABLE>
<CAPTION>
Shares of
Common Stock
Positions Held in Director Term to Beneficially Percent
Name Age the Company Since(1) Expire Owned of Class
- ---- --- ----------- -------- ------ ----- --------
Board Nominees for Terms to Expire in 2003
<S> <C> <C> <C> <C> <C>
Daniel F. Fulkerson 59 Director 1993 2000 29,693(2)(3) 1.47%
Walter A. McComb, Jr. 64 Director 1982 2000 29,693(2)(4) 1.47%
Donald E. Thornton 58 Director and Senior Vice 1997 2000 11,392(5) *
President
</TABLE>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ABOVE NAMED NOMINEES
FOR DIRECTOR
<TABLE>
<CAPTION>
Directors Continuing in Office
<S> <C> <C> <C> <C> <C>
C. Philip Andorfer 64 Chairman of the Board 1988 2001 18,925(2)(6) *
Richard P. Hormann 73 Director 1987 2001 29,693(2)(7) 1.47%
Rod M. Howard 72 Director 1969 2002 23,693(2)(8) 1.17%
Luben Lazoff 65 Director 1991 2002 25,593(2)(9) 1.27%
</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 options to purchase shares of Common Stock immediately
exercisable within 60 days of the Voting Record Date as follows: Mr.
Howard - 8,262 shares; Mr. Lazoff - 9,420 shares; Mr. Andorfer - 6,557
shares; Mr. Hormann - 11,020 shares; Mr. Fulkerson - 8,262 shares; and
Mr. McComb - 2,754 shares. Excludes 918 restricted shares granted under
the RRP to such individual 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. Such shares will be voted by the
third party in the same manner as the majority vote of the voted
allocated shares under the ESOP.
(3) Also included in the shares of Common Stock beneficially owned by Mr.
Fulkerson are (i) 13,931 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.
(4) Also included in the shares of Common Stock beneficially owned by Mr.
McComb are (i) 19,439 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.
(5) Included in the shares of Common Stock beneficially owned by Mr.
Thornton are (i) 3,286 shares owned individually over which he has sole
voting and dispositive power, (ii) 5,352 shares held in Mr. Thornton's
account by the ESOP over which he has sole voting and shared
dispositive power and (iii) an option to purchase 2,754 shares of
Common Stock granted to Mr. Thornton under the Stock Option Plan.
Excludes 918 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. Such
shares will be voted by the third party in the same manner as the
majority vote of the voted allocated shares under the ESOP.
(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) 9,000 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) 11,173 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) Also included in the shares of Common Stock beneficially owned by Mr.
Howard are (i) 13,709 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.
(9) Also included in the shares of Common Stock beneficially owned by Mr.
Lazoff are (i) 12,173 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.
4
<PAGE>
The business experience of each director of the Company for at least
the past five years is set forth below.
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 since 1978 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 served as Chairman of the Board of
the Company since October 1999. 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
since 1950 and currently is the Executive Vice President of DeHayes Group, Inc.
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 Homes 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 Senior Vice President of
the Company since October 1999 and 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, 1999, the Board of Directors met 14 times. During fiscal 1999, 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 1999, the Company's Audit Committee did not meet at the company level;
however, the subsidiary Bank's audit
5
<PAGE>
committee which has the identical makeup and performs the same functions, met
four times during fiscal 1999.
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. 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 two times during fiscal 1999.
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 15 meetings during fiscal 1999. During fiscal
1999, 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 1999.
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 excused himself from Committee discussions
concerning his salary as President and Chief Executive Officer of the Bank. The
Committee met twice during fiscal 1999.
The Loan Committee of the Bank, currently comprised of President
Schumm, 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 60 meetings during the fiscal 1999.
6
<PAGE>
Director Compensation
The Board of Directors of the Company are not paid for their service in
such capacity. The Company may, if it believes it is necessary to attract
qualified directors or is otherwise beneficial to the 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 1999 for services rendered by the
Chief Executive Officer of the Bank. No other officer earned salary and bonus
exceeding $100,000 in fiscal 1999.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long Term
---------
Annual Compensation(1) Compensation Awards
- ------------------------------------------------------------- ---------------------
Restricted All
Stock Other
Fiscal Salary Bonus Award(s) Options Compensation
Name and Principal Position Year ($) ($) ($) (#) ($)
- --------------------------- ------ ------ ----- -------- ------- ------------
<S> <C> <C> <C> <C> <C> <C>
W. Paul Wolf 1999 $165,000 $1,000 - - - - $ 65,081(2)
Chairman of the Board, 1998 155,125 1,000 - - - - 72,488(3)
President and Chief 1997 144,525 1,000 - - - - 54,128
Executive Officer(4)
</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 $2,635, as well as the Bank's
contribution to the ESOP of $62,446.
(3) 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 $70,235.
(4) President Wolf retired on October 12, 1999. On October 22, 1999, the
Board appointed Marvin C. Schumm as interim President and Chief
Executive Officer of the Bank.
7
<PAGE>
The following table sets forth certain information with respect to the
number and value of stock options held by Mr. Wolf at September 30, 1999. No
stock appreciation rights have been granted by the Company to date.
<TABLE>
<CAPTION>
Aggregate Options Exercised in Last Fiscal Year and FY-End Option Values
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options
Options at FY-End (#) FY-End ($)(2)
-------------------------------- -------------------------------
Shares
Acquired on Value
Exercise Realized
Name (#) ($)(1) Exercisable Unexercisable Exercisable Unexercisable
- ---- ------------ -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
W. Paul Wolf 21,853 $276,003 922 29,332 $11,064 $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, 1999. 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, 1999),
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 Pension 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.
8
<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
1999 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, 1999 were 39. The Board of Directors may terminate the Pension
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 had employment contracts with President Wolf and three 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
addition to the then-remaining term under the agreement, on each anniversary of
the effective date of the contract, 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, 1999,
the disinterested members of Bank's Board of Directors authorized the extension
of the three other executive officers' employment contracts for an additional
year.
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 2.99
times 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.
9
<PAGE>
On October 12, 1999, W. Paul Wolf resigned from all positions held with
the Company and the Bank. On October 12, 1999, he entered into a Severance and
Release Agreement (the "Severance Agreement") with the Bank and the Company
thereby canceling his employment agreement. Under the Severance Agreement, Mr.
Wolf will receive certain equal bi-monthly payments over a period through March
31, 2001. Such payments are substantially similar to and will be made in the
same manner and time as if Mr. Wolf had continued working for the Bank and the
Company for such time period. Under the Severance Agreement, Mr. Wolf will
continue to participate in the Bank's health plans on the same basis as other
executive officers through March 31, 2001. The vesting periods for the remaining
awards under the RRP and the Stock Option Plan were accelerated. In addition,
Mr. Wolf entered into a non-compete provision for 3 years for any federally
insured depository institution, mortgage banker, or mortgage broker in Allen
County, Indiana or any county contiguous to Allen County.
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
10
<PAGE>
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 served in such
capacities with the Company. Effective January 1, 1999, Mr. Wolf received a base
salary of approximately $165,000 per year. Mr. Wolf's base salary during fiscal
1999 was approximately $163,250. 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 1998 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
11
<PAGE>
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. See, however "Proposal I - ELECTION OF
DIRECTORS - Employment Agreement."
Daniel F. Fulkerson Richard P. Hormann Rod M. Howard Walter A. McComb, Jr.
Performance Graph
The following graph compares the cumulative total shareholder return of
the Common Stock with that of (a) the total return index for domestic companies
listed on the Nasdaq Stock Market and (b) the total return index for banks
listed on the Nasdaq Stock Market. These total return indices of the Nasdaq
Stock Market are computed by the Center for Research in Securities Prices
("CRSP") at the University of Chicago. All three investment comparisons assume
the investment of $100 at the market close on March 31, 1995 (the end of the
first day the Common Stock began trading) and the reinvestment of dividends when
paid. The Company's Common Stock began trading on the Nasdaq National Market on
March 30, 1995.The graph provides comparisons at the end of the fiscal years of
the Company.
There can be no assurance that the Common Stock performance will
continue with the same or similar trends depicted in the graph below. The
Company will not make or endorse any predictions as to future stock performance.
12
<PAGE>
Comparison of Cumulative Total Return
[GRAPHIC OMMITTED -- Performance Graph Plotted to Points in Table Below]
<TABLE>
<CAPTION>
3/30/95 9/29/95 9/30/96 09/30/97 9/30/98 9/30/99
------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Home Bancorp $100 $126.00 $127.83 $197.22 $224.42 $227.33
CRSP Nasdaq US Index 100 128.16 152.09 208.83 212.36 344.87
CRSP Nasdaq Bank Index 100 124.66 159.13 265.09 262.97 280.12
</TABLE>
13
<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 2000 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, 2000.
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
24, 2000. 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 25,
2000; provided, however, that in the event that the date of next year's annual
meeting is held prior to January 24, 2001, 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.
BY ORDER OF THE BOARD OF DIRECTORS
/s/Gary L. Hemrick
Gary L. Hemrick
Secretary
14
<PAGE>
HOME BANCORP-Fort Wayne, Indiana
[ X ] PLEASE MARK VOTES
AS IN THIS EXAMPLE
Annual Meeting of Shareholders - January 25, 2000
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 (the "Meeting") to be held at the Holiday Inn Downtown, located
at 300 East Washington Boulevard, Fort Wayne, Indiana, on Tuesday, January 25,
2000 at 2:00 p.m. local time and at any and all adjournments and postponements
thereof, as follows:
I. The election as director of all nominees listed below each for a 3 year
term:
FOR WITHHELD
DANIEL F. FULKERSON
WALTER A. McCOMB, JR. [ ] [ ]
DONALD E. THORNTON
INSTRUCTIONS: To withhold your vote for any individual nominee, insert the
nominee's name on the line 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, 2000.
[ ] 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 Company's Annual Report to Shareholders for the fiscal year ended September
30, 1999.
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.
- ------------------------------------ ------------------------------------
Shareholder sign above Date
- ------------------------------------ ------------------------------------
Co-holder (if any) sign above Date
<PAGE>
Detach above card, sign, date and mail in postage-paid envelope provided.
HOME BANCORP
132 East Berry Street, P.O. Box 989
Fort Wayne, Indiana 46801-0989
(219) 422-3502
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 46801-0989. 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.
