<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the 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 Section 240.14a-11(c) or Section 240.14a-12
West Town Bancorp, Inc.
- --------------------------------------------------------------------------------
(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:
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(4) Date Filed:
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Notes:
<PAGE>
[LETTERHEAD OF WTBI]
June 10, 1998
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of Stockholders of
West Town Bancorp, Inc. (the "Company"), to be held at its administrative
office, 4852 West 30th Street, Cicero, Illinois, on Wednesday, July 8, 1998, at
1:00 p.m., Central Time.
The attached Notice of the Annual Meeting and Proxy Statement describes the
formal business to be transacted at the meeting. During the meeting, we will
also report on the operations of the Company. Directors and Officers of the
Company, as well as a representative of Cobitz, VandenBerg & Fennessy, the
Company's independent auditors, will be available to respond to any appropriate
questions stockholders may have.
To ensure proper representation of your shares at the Annual Meeting,
please sign, date and return the enclosed proxy card in the enclosed postage-
prepaid envelope as soon as possible even if you currently plan to attend the
meeting. This will not prevent you from voting in person, but will assure that
your vote is counted if you are unable to attend the meeting.
MANAGEMENT OF THE COMPANY SUPPORTS AND RECOMMENDS A "FOR" VOTE FOR EACH OF
THE PROPOSALS. PLEASE INDICATE YOUR SUPPORT BY CASTING YOUR VOTES FOR ALL
PROPOSALS. THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES IN ORDER TO ENSURE A QUORUM.
Sincerely,
/s/ Dennis B. Kosobucki
Dennis B. Kosobucki
Chairman of the Board
and President
<PAGE>
WEST TOWN BANCORP, INC.
4852 WEST 30TH STREET
CICERO, ILLINOIS 60804
(708) 652-2000
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JULY 8, 1998
NOTICE IS HEREBY GIVEN, that the Annual Meeting of Stockholders ("Meeting")
of West Town Bancorp, Inc. ("Company") will be held at the administrative office
of the Company, 4852 West 30th Street, Cicero, Illinois, on Wednesday, July 8
1998 at 1:00 p.m., Central Time. The Company is the holding company and sole
shareholder of West Town Savings Bank ("West Town" or the "Bank").
A Proxy Card and a Proxy Statement for the Meeting are enclosed.
The purpose of the meeting is to consider and act upon:
1. The election of two directors of the Company;
2. The ratification of Cobitz, VandenBerg & Fennessy as independent
auditors for the Company for its fiscal year ending March 31,
1999; and
3. 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 any one of the foregoing proposals at the
Meeting on the date specified above, or on any date or dates to which, by
original or later adjournment, the Meeting may be adjourned. Pursuant to the
Company's Bylaws, the Board of Directors has fixed the close of business on May
29, 1998 as the record date for the determination of the stockholders 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 by the Board of Directors and to mail it promptly in the enclosed
envelope. The Proxy will not be used if you attend the Meeting and vote in
person.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Edward J. Hradecky
Edward J. Hradecky
Secretary
Cicero, Illinois
June 10, 1998
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES IN ORDER TO INSURE A QUORUM. A SELF-ADDRESSED
ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE, NO POSTAGE IS REQUIRED IF MAILED IN
THE UNITED STATES.
<PAGE>
WEST TOWN BANCORP, INC.
4852 West 30th Street
Cicero, Illinois 60804
(708) 652-2000
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
July 8, 1998
Solicitation and Voting of Proxies
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of West Town Bancorp, Inc. (hereinafter called
"Bancorp" or the "Company") to be used at the Annual Meeting of Shareholders of
the Company (hereinafter called the "Meeting"). The Company owns one hundred
(100%) percent of the issued and outstanding common stock of West Town Savings
Bank ("West Town" or the "Bank"). The Meeting will be held at the administrative
office of the Company, 4852 West 30th Street, Cicero, Illinois, on Wednesday,
July 8, 1998, at 1:00 p.m. The accompanying Notice of Meeting and this Proxy
Statement are being first mailed to Shareholders on or about June 10, 1998.
Regardless of the number of shares of common stock owned, it is important
that shareholders be represented by proxy or be present in person at the
Meeting. Shareholders are requested to vote by completing the enclosed proxy
card and returning it signed and dated in the enclosed postage-paid envelope.
Shareholders are urged to indicate their vote in the spaces provided on the
proxy card. Proxies solicited by the Board of Directors of the Company will be
voted in accordance with the directions given therein. Where no instructions are
indicated, proxies will be voted FOR the election of the Board of Directors'
nominees for directors as set forth below, and FOR the ratification of Cobitz,
VandenBerg & Fennessy as independent auditors for the fiscal year ending March
31, 1999.
The Board of Directors knows of no additional matters that will be
presented for consideration at the Meeting. Execution of a proxy, however,
confers on the designated proxy holders discretionary authority to vote the
shares in accordance with their best judgment on such other business, if any,
that may properly come before the Meeting or any adjournments thereof.
A proxy may be revoked at any time prior to its exercise by the filing of a
written notice of revocation with the Secretary of the Company, by delivering to
the Company a duly executed proxy bearing a later date, or by attending the
Meeting, and voting in person. However, if you are a shareholder whose shares
are not registered in your own name, you will need additional documentation from
your record holder to vote personally at the Meeting.
The cost of solicitation of proxies in the form enclosed herewith will be
borne by the Company. In addition to the solicitation of proxies by mail,
proxies may also be solicited personally or by telephone or telegraph by
directors, officers and regular employees of the Company and West Town, without
additional compensation therefor. The Bancorp will also request persons, firms
and corporations holding shares in their names, or in the name of their
nominees, which are beneficially owned by others, to send proxy material to and
obtain proxies from such beneficial owners, and will reimburse such holders for
their reasonable expenses in doing so.
<PAGE>
Voting Securities and Principal Holders Thereof
The securities which may be voted at the Meeting consist of shares of
common stock of the Bancorp (the "Common Stock"), with each share entitling its
owner to one vote on all matters to be voted on at the Meeting except as
described below. There is no cumulative voting for the election of directors.
The close of business on May 29, 1998, has been fixed by the Board of Directors
as the record date ("Record Date") for the determination of shareholders
entitled to notice of and to vote at the Meeting and any adjournments thereof.
The total number of shares of Common Stock outstanding on the Record Date was
224,303 shares.
As provided in the Company's Certificate of Incorporation for a period
of five years from the effective date of the completion of the conversion of
West Town from mutual to stock form (which date was March 1, 1995) (the
"Conversion"), record holders of Common Stock who beneficially own in excess of
10% of the outstanding shares of Common Stock (the "Limit") are not entitled to
any vote in respect of the shares held in excess of the Limit. A person is
deemed to beneficially own shares owned by an affiliate of, as well as persons
acting in concert with, such person or entity. The Company's Certificate of
Incorporation authorizes the Board of Directors to make all determinations
necessary to implement and apply the Limit, in determining whether persons or
entities are acting in concert.
The presence, in person or by proxy, of at least a majority of the
total number of shares of Common Stock entitled to vote (after subtracting any
shares in excess of the Limit pursuant to the provisions of Article XIII of the
Company's Certificate of Incorporation) is necessary to constitute a quorum at
the Meeting. In the event there are not sufficient votes for a quorum or to
approve any proposal at the time of the Meeting, the Meeting may be adjourned in
order to permit the further solicitation of proxies.
The following table sets forth certain information as to those persons
believed by the Board of Directors to be beneficial owners of more than 5% of
the outstanding shares of Common Stock on May 29, 1998. Persons and groups
owning in excess of 5% of the Common Stock are required to file certain reports
regarding such ownership with the Company and with the Securities and Exchange
Commission ("SEC"), in accordance with the Securities Exchange Act of 1934 (the
"Exchange Act"). Additionally, certain other publicly available Exchange Act
reports may provide information regarding the identities of persons or groups
who hold in excess of 5% of the Common Stock. Other than those persons listed
below, the Company is not aware of any person or group, as such term is defined
in the Exchange Act, that owns more than 5% of the Common Stock as of May 29,
1998.
<TABLE>
<CAPTION>
Name and Amount and Nature Percent of
Address of of Beneficial Common Stock
Beneficial Owner Ownership Outstanding (a)
- -------------------------- -------------------- ---------------
<S> <C> <C>
West Town Savings Bank 17,755(b) 7.64%
Employee Stock Ownership
Plan and Trust
4852 West 30th Street
Cicero, IL 60804
Dennis B. Kosobucki 21,060(c) 9.81%
3722 S. 61st Street
Cicero, IL 60650
</TABLE>
2
<PAGE>
Edward J. Hradecky 16,332(d) 7.02%
5328 Grand Avenue
Western Springs, IL 60558
John A. Storcel 21,232(e) 9.14%
2320 S. Fifth Avenue
North Riverside, IL 60546
(a) The total number of shares of Common Stock outstanding on May 29, 1998 was
224,303. Calculations of percentages based on 232,410 shares which include
8,107 option shares exercisable within 60 days from May 29, 1998.
(b) The Trustee of the West Town Savings Bank Employee Stock Ownership Plan,
First Bankers Trust Company, P. O. Box 3566, Quincy, Illinois 62305, has
sole voting and dispositive power over 13,938 unallocated shares of Common
Stock of the Company held in Trust. Unallocated shares will be voted by
the ESOP Trustee as directed by the ESOP Committee. The ESOP Committee is
composed of Company directors James J. Kemp, Jr., James Kucharczyk and John
Storcel.
(c) The number of shares owned by Mr. Kosobucki, an Officer and Director of the
Company, includes 50 shares owned in joint tenancy with his aunt and over
which he has disclaimed any voting or dispositive power and include 4,980
shares of Common Stock of the Company which may be acquired pursuant to
presently exercisable options.
(d) The number of shares owned by Mr. Hradecky, an Officer and Director of the
Company, include 888 shares of Common Stock of the Company which may be
acquired pursuant to presently exercisable options.
(e) The number of shares owned by Mr. Storcel, a Director of the Company,
include 888 shares of Common Stock of the Company which may be acquired
pursuant to presently exercisable options.
PROPOSAL 1 - ELECTION OF DIRECTORS
The Company's Board of Directors is currently composed of five members.
The Company's Bylaws provide that Directors are to be elected for terms of three
years, approximately one-third of whom are elected annually. Two directors will
be elected at the Meeting to serve for a three year period. The Nominating
Committee, consisting of all the Directors of the Company, has nominated for
election as Directors Dennis B. Kosobucki and James Kucharczyk, each for a three
year term. The nominees are currently members of the Board of Directors of the
Company and the Bank.
If any nominee is unable to serve, the shares represented by all valid
proxies will be voted for the election of such substitute as the Board of
Directors may recommend or the Board of Directors may amend the Bylaws and
reduce the size of the Board. At this time, the Board knows of no reason why
any nominee might be unavailable or unwilling to serve. Unless authority to
vote for the directors is withheld, it is intended that the shares represented
by the enclosed Proxy will be voted FOR the election of all nominees.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE NOMINEES
NAMED IN THIS PROXY STATEMENT.
3
<PAGE>
The following table sets forth as to each nominee and director continuing
in office, his or her name, age, the year he or she first became a director and
the number of shares of Common Stock beneficially owned at May 29, 1998.
<TABLE>
<CAPTION>
Shares of
Common Stock
Year Beneficially
First Elected Year Owned at Percent of
Name Age(1) Director(2) Term Expires May 29, 1998(3) Class
---- ------ ------------- ------------ --------------- ----------
<S> <C> <C> <C> <C> <C>
BOARD NOMINEES
Dennis B. Kosobucki(5) 57 1989 2001(4) 22,810 9.81%
James Kucharczyk 76 1988 2001(4) 4,332 1.86%
DIRECTORS CONTINUING IN OFFICE
James J. Kemp, Jr.(6) 51 1995 1999 5,528 2.38%
Edward J. Hradecky 83 1983 2000 16,332 7.02%
John A. Storcel(6) 76 1990 2000 21,232 9.14%
</TABLE>
(1) At March 31, 1998.
(2) Includes prior service on the Board of Directors of West Town.
(3) In accordance with Rule 13d-3 under the Exchange Act, a person is deemed to
be the beneficial owner, for purposes of this table, of any shares of Common
Stock if he or she has shared voting and/or investment power with respect to
such security. The table includes shares owned by spouses, other immediate
family members in trust, shares held in retirement accounts or funds for the
benefit of the named individuals, and other forms of ownership, over which
shares the persons named in the table possess voting and investment power.
This table also includes 8,107 shares of the Common Stock subject to
outstanding options which are exercisable within sixty (60) days from May
29, 1998.
(4) Assuming re-election at the Annual Meeting.
(5) Includes 50 shares owned in joint tenancy with his aunt and over which he
disclaims any voting or dispositive power.
(6) Member of the ESOP Committee which directs ESOP Trustee vote for 13,938
shares of unallocated shares held by ESOP Trust.
Set forth below is certain information with respect to the nominees for
directors and the continuing directors of the Company. Unless otherwise
indicated, the principal occupation listed for each person below has been his
occupation for the past five years.
Dennis B. Kosobucki. Mr. Kosobucki joined West Town in June, 1989 and has
served as Chairman of the Board, President and Chief Executive Officer. Prior
to joining West Town, Mr. Kosobucki was employed for twenty-five years by Land
of Lincoln Savings and its successors. He served in various capacities at Land
of Lincoln, including Senior Vice President/Lending Operations.
4
<PAGE>
Edward J Hradecky. Mr. Hradecky has served as a Director of West Town
since May 1983. Mr. Hradecky is retired from Western Electric Company and is a
self-employed tax consultant for forty-six years. He is involved in a number of
civic organizations.
John A. Storcel. Mr. Storcel has served as a Director of West Town since
May, 1990. Mr. Storcel is an owner of an electrical construction company located
in Lyons, Illinois and was an active employee of the company for twenty-eight
years before he retired in 1990. He is president and partner in industrial,
commercial and apartment construction and rental firms. Mr. Storcel has been a
director in the banking industry for 20 years.
James J. Kemp, Jr. Mr. Kemp has served as a Director of West Town and the
Company since November 1995 when he was elected to fill the vacancy created by
the death of Edward B. Bulthuis, a Director of the Company and West Town. Mr.
Kemp is a partner in the Oak Brook, Illinois, law firm of Kemp & Grzelakowski,
Ltd. and has represented the Bank since 1989 and the Company since its
inception. The legal fees paid to Mr. Kemp's firm in fiscal 1998 were $20,696
on a combined basis for the Company and the Bank.
James Kucharczyk. James Kucharczyk has served as a Director of West Town
since May 1988. Mr. Kucharczyk retired from Teletype Corp. in April, 1979. He
is active in a number of civic organizations in the Cicero area. Mr. Kucharczyk
serves on the Bank's Compensation Committee and its Audit Committee.
Meetings and Committees of the Board of Directors
The Board of Directors of the Company and the Bank conduct their business
through meetings of the Board and through their committees. During the fiscal
year ended March 31, 1998, the Board of Directors of the Company met 12 times
and the Board of Directors of West Town held 13 meetings. No director of the
Company or West Town attended fewer than 75% of the total meetings of the Board
and committee meetings on which such Board member served during this period.
The Board of Directors of the Bank has established an Executive, Audit,
Compensation Compliance, Loan, Investment and Asset Liability and Nominating
Committee.
Executive Committee. The Executive Committee consists of Dennis B.
Kosobucki, Edward Hradecky and James Kucharczyk. This Committee has authority to
exercise most powers of the Board of Directors of the Bank between meetings of
the full Board of Directors. All activities of this Committee are reported to
the Board on a periodic basis. This Committee did not meet during fiscal 1998.
Audit Committee. The Audit Committee consists of John Storcel, Edward
Hradecky, James Kucharczyk and James J. Kemp, Jr. This Committee makes
recommendations to the Board concerning the appointment of the independent
auditor, reviews audit reports and periodic regulatory reports. In addition,
this Committee oversees and monitors the Bank's system of accounting and
internal controls. This Committee also reviews the Reports of Examination
issued by the FDIC and the OCSRF. This Committee met twice during fiscal 1998.
Compensation Committee. The Compensation Committee consists of all outside
directors of the Bank. This Committee reviews the salary of the Bank's
President/Managing Officer and Chief Financial Officer. This Committee met once
during fiscal 1998.
5
<PAGE>
Compliance Committee. The Compliance Committee consists of Directors
Edward Hradecky and John A. Storcel and Bank Officer Jeffrey Kosobucki. This
Committee monitors the Bank's compliance with all statutory and regulatory
requirements. This Committee reviews the Bank's compliance by meeting with the
Bank's Compliance Officer, as well as the Bank's counsel and its auditor. This
Committee met on an as needed basis during fiscal 1998.
Loan Committee. The Loan Committee consists of Dennis B. Kosobucki, Edward
Hradecky and John Storcel. This Committee reviews the Bank's adherence to loan
policies and procedures, and approves loans in excess of the President's lending
authority and reviews on a random basis the underwriting of closed loans. This
Committee met on an as needed basis during fiscal 1998.
Investment and Asset/Liability Committee. The Investment Committee
consists of Dennis B. Kosobucki, John Storcel and Edward Hradecky. This
Committee reviews the Bank's investment strategies and makes recommendations to
the President regarding the Bank's Investment Portfolio Policy. The Investment
Committee meetings occur as a regular part of the Board of Directors monthly
meetings.
Nominating Committee. The Nominating Committee consists of all directors
of the Bank whose terms are not expiring in the current fiscal year. This
Committee recommends persons for election or reelection to the Board. The
Nominating Committee met one time in fiscal 1998.
Article II, Section 14 of the Company's Bylaws provides that the Board of
Directors of the Company shall act as a nominating committee for selecting the
management nominees for election as directors. Such section of the Bylaws also
provides as follows: "no nominations for directors except those made by the
nominating committee shall be voted upon at the annual meeting unless other
nominations by stockholders are made in writing and delivered to the secretary
of the Company in accordance with the provisions of the Company's Articles of
Incorporation." Article II, Section 15 further provides that any new business
to be taken up at the annual meeting shall be stated in writing and filed with
the Secretary of the Company in accordance with the provisions of the Company's
Articles of Incorporation. Article X of the Certificate of Incorporation
provides that notice of a stockholder's intent to make a nomination or present
new business at the meeting ("stockholder notice") must be given not less than
thirty days nor more than sixty days prior to any such meeting; provided,
however, that if less than thirty-one days' notice of the meeting is given to
Stockholders by the Company, a stockholder's notice shall be delivered or
mailed, as prescribed, to the Secretary of the Company not later than the close
of the tenth day following the day on which notice of the meeting was mailed to
Shareholders. If properly made, such nominations shall be considered by
Stockholders at such meeting. The Board of Directors of the Company held a
meeting in such capacity on May 20, 1998, in order to nominate the individuals
for election at the Meeting.
Report of Compensation Committee
Under rules established by the SEC, the Company is required to provide
certain data and information in regard to the compensation and benefits provided
to the Company's Chief Executive Officer and other executive officers of the
Company. The disclosure requirements for the Chief Executive Officer and such
executive officers include the use of tables and a report explaining the
rationale and considerations that led to fundamental compensation decisions
affecting those individuals. In fulfillment of this requirement, the
Compensation Committee of the Bank, at the direction of the Board of Directors
has prepared the following report for inclusion in this proxy statement.
6
<PAGE>
The Compensation Committee is responsible for establishing the compensation
for the senior executive officers of the Company and its subsidiaries consistent
with the Company's and the Bank's business plans, strategies, and goals. The
Compensation Committee establishes the factors and criteria upon which the
executive officers' compensation is based and how such compensation relates to
the Company's performance, general compensation policies, competitive realities,
and regulatory requirements.
The Compensation Committee's functions and objectives are to: (a) determine
the competitiveness of current base salary, annual incentives and long-term
incentives relative to specific competitive markets for the President and Chief
Executive Officer; (b) develop a performance review mechanism that has written
objectives and goals which are used to make salary increase determinations; (c)
develop an annual incentive plan; and (d) provide guidance to the Board of
Directors in their role in establishing objectives regarding executive
compensation.
The overall compensation philosophy of the Company is as follows:
> to attract and retain quality talent, which is critical to both the
short-term and long-term success of this Company;
> to reinforce strategic performance objectives through the use of
incentive compensation programs;
> to create a mutuality of interest between executive officers and
shareholders through compensation structures that share the rewards
and risks of strategic decision-making; and
> to encourage executives to achieve substantial levels of ownership of
stock in the Company.
The compensation package offered to the executive officer consists of a mix
of salary, stock option awards, as well as benefits under several employee
benefit plans offered by the Bank.
For the fiscal year ended March 31, 1998, the Bank continued its core
earnings. Operating expenses were kept at peer group averages and the loan
portfolio was increased. The net operating income for fiscal 1998 increased as
projected.
In setting executive compensation for the President and Chief Executive
Officer, the Compensation Committee considered the positive change in core
earnings, asset quality, and the increase in the interest rate spread as it
relates to overall industry performance. In addition, the committee considered
the various functions fulfilled by the one position. The Chief Executive
Officer of the Bank also serves as the Chief Investment Officer and Chief
Lending Officer and CRA officer. Based upon the small number of employees at
the Bank, the committee considered the responsibility vested in this one
position.
The Compensation Committee investigates the competitiveness of the
compensation of the Chief Executive Officer by reviewing surveys, such as the
CBAI Officer Compensation Survey, as well as cost of living changes and other
economic conditions.
7
<PAGE>
The committee in the future expects to review the standards used in
considering the compensation package offered to the Chief Executive Officer by
utilizing such standards as the change in the return on assets, return on
equity, total loans, and interest rate spread. The committee expects to adjust
these standards for such unique factors as the increase in equity of the Bank as
a result of the conversion to a stock company, and the lower interest rate
environment of recent years.
The Compensation Committee members in the exercise of their fiduciary duty
and with their dedication to operating a safe and sound Company reserved unto
themselves the right to amend or alter, based on general economic conditions and
other factors governing the performance of Company, the guidelines and goals
established at any time.
Both the Compensation Committee and the Board will continue to review the
standards of performance of the Bank and the appropriate peer group to which
comparisons may be made. They reserve the right to change the standard and peer
group comparables as they see fit in order to assure that the standards reflect
the reality of the market place and the actual performance of the Company.
Directors Compensation
Directors currently receive from the Bank $375 for each regular meeting and
special meeting attended. In addition, directors receive a fee of $100 for
attendance at the organizational meeting of the Board of Directors of the Bank.
Directors do not receive fees for any Committee meetings. Directors Kosobucki,
Storcel, Hradecky, Kemp and Kucharczyk each received fees of $4,400 for a total
of $22,000 during the twelve months ending March 31, 1998. No directors fees
are paid by the Company.
Executive Compensation
The following tables set forth for the fiscal years ended March 31, 1998,
1997 and 1996 contain information as to the total compensation received by the
President and Chief Executive Officer; no officer received compensation in
excess of $100,000 during this period for services in all capacities to the
Company and the Bank. These amounts reflect total cash compensation paid by the
Bank to the President.
8
<PAGE>
SUMMARY COMPENSATION SCHEDULE
<TABLE>
<CAPTION>
Annual Compensation(1) Long-Term Compensation
--------------------------------- ------------------------------------
Awards Payouts
Other ----------------------- ----------
Annual Restricted All Other
Name and Compensa- Stock LTIP Compensa-
Principal Position Years Salary($) Bonus($) tion($)(2) Award($) Options(#) Payouts($) tion($)(3)
- ------------------- ----- --------- -------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Dennis B. Kosobucki 1998 $72,000 $ 0 $4,400 $ 0 500 $0 $26,201
President & CEO 1997 $73,385 $ 0 $3,950 $ 0 500 $0 $19,077
1996 $72,385 $2,060 $3,800 $22,200 5,550 $0 $20,264
</TABLE>
(1) FOR FISCAL YEARS ENDING MARCH 31
(2) DIRECTORS FEES
(3) INCLUDES EMPLOYER PAYMENTS FOR DISABILITY, LIFE, HEALTH AND DEPENDENT
HEALTH INSURANCE PREMIUMS
9
<PAGE>
AGGREGATED OPTION EXERCISES IN THE YEAR ENDED MARCH 31, 1998
AND OPTION VALUE AT MARCH 31, 1998
OPTION GRANTS IN THE YEAR ENDED MARCH 31, 1998
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES PERCENT OF TOTAL
UNDERLYING OPTIONS GRANTED EXERCISE
OPTIONS TO EMPLOYEES IN PRICE EXPIRATION GRANT DATE
NAME GRANTED (#) FISCAL YEAR ($/SHARE) DATE PRESENT VALUE (1)
- ------------------- ----------- ---------------- --------- ---------- -----------------
<S> <C> <C> <C> <C> <C>
Dennis B. Kosobucki 500 100% $11.00 06/01/07 $0
</TABLE>
(1) Market Price equaled Exercise Price at March 31, 1998.
10
<PAGE>
Employment Agreement. The Bank at the time of the Conversion entered into a
three-year employment agreement with Mr. Dennis Kosobucki. The annual
compensation of Mr. Kosobucki may be increased during the term of the agreement
by action of the Board of Directors upon an annual performance review. The
agreement may be extended annually by action of the Board of Directors for an
additional year unless a notice of termination of the agreement is given by Mr.
Kosobucki. The agreement is terminable by the Bank for just cause at any time or
in certain events specified by the Office of the Illinois Commissioner of Banks
and Real Estate (the "OBRE") or the FDIC.
The employment agreement provides for severance payment and other benefits in
the event of involuntary termination of employment in connection with any change
in control of the Holding Company. Severance payments also will be provided on a
similar basis in connection with a voluntary termination of employment where,
subsequent to a change in control, Mr. Kosobucki is assigned duties inconsistent
with his position, duties, responsibilities and status immediately prior to such
change in control. The term "change in control" is defined in the agreement as,
among other things, any time during the period of employment when a change of
control is deemed to have occurred under regulations of the OBRE or FDIC or a
change in the composition of more than a majority of the Board of Directors of
the Holding Company occurs.
The severance payment from the Bank in the event of a change of control will
equal 2.99 times Mr. Kosobucki's "base amount" as defined in Section 280G(b)(3)
of the Internal Revenue Code of 1986, as amended. Such amount will be paid
within five business days following the termination of employment, unless Mr.
Kosobucki elects to receive equal monthly installments over a three-year period.
Section 280G of the Internal Revenue Code of 1986, as amended ("Code"), states
that severance payments which equal or exceed three times the base compensation
of the individual are deemed to be "excess parachute payments" if they are
contingent upon a change in control. Individuals receiving excess parachute
payments are subject to a 20% excise tax on the amount of such excess payments,
and the Employers are not entitled to deduct the amount of such excess payments.
The employment agreement provides that if the severance payments to the officer
constitute parachute payments in the opinion of counsel to the Bank, then (1)
the officer may elect to receive the maximum amount of severance payments that
can be paid without constituting excess parachute payments, or (2) if the
officer does not make such election, then the Employer shall pay him a lump sum
cash payment equal to 2.99 times his base compensation.
The agreement restricts the employee's right to compete against the Bank for a
period of one year from the date of termination of the agreement if the employee
voluntarily terminates his employment, except in the event of a change in
control, or if the Bank terminates for cause. The Board of Directors of the
Holding Company or the Bank may, form time to time, also extend employment
agreements to other senior executive officers.
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Severance Agreements. The Bank has entered into a severance agreement with
Jeffrey P. Kosobucki. The severance agreement has a term of three years. The
agreement provides for severance payments if Mr. Kosobucki's employment is
terminated following a change in control. The payments under the agreements will
be equal to the total amount of one times the annual compensation paid to him
during the year immediately preceding the change in control. The sum would be
paid promptly after any change in control. The term "change of control" is
defined in the agreement as, among other things, any time during the period of
employment when a change in control is deemed to have occurred under regulations
of the OBRE or FDIC or a change in the composition of more than a majority of
the Board of Directors of the Holding Company occurs.
Benefits
Health and Life Insurance. The Bank's full time employees who work 33-3/4 or
more hours per week are provided a comprehensive medical and hospitalization
plan and life insurance. Employees do not contribute toward the cost of the
Bank's medical and hospitalization plan for themselves. The Bank pays the entire
expense of life insurance for its employees.
Life Insurance. In July, 1993 the Bank purchased $145,000 of whole life
insurance policy on the President, in 1997, the Bank purchased an additional
$125,000 of whole life insurance on the President. The aggregate annual premium
is $18,256; the aggregate cash surrender value at March 31, 1998 was $32,880.
Upon the death of the President, the Bank shall receive from the proceeds an
amount equal to the premium and other costs paid by the Bank. The President has
an option to purchase the policy, in the event of his termination of employment
by the Bank or in the event the Bank determines to cancel or surrender the
policy; the purchase price in either event to be paid by the President is the
cash value of the policy at the time of his termination or cancellation or
surrender of the policy by the Bank.
Employee Stock Ownership. The Bank maintains an Employee Stock Ownership Plan
(the "ESOP") for the exclusive benefit of participating employees to become
effective upon the completion of the Conversion. In order to participate under
the ESOP, employees will be required to be 21 years old and have completed one
year of service with the Bank, which includes years of service prior to the
Conversion. The ESOP has received tax qualified status from the Commissioner of
the IRS.
The ESOP is to be funded by contributions made by the Bank in cash or Common
Stock. Benefits may be paid either in shares of Common Stock or in cash. The
ESOP originally borrowed funds in the amount of $177,550 from the Company to
purchase 17,755 shares of the Common Stock in the Conversion. This loan is
secured by the shares purchased with the proceeds and will be repaid by the ESOP
with funds from the Bank's contributions and earnings on ESOP assets; the loan
earns interest at 9.5% and is payable in 120 equal installments of principal and
interest. The payment of principal or interest on the loan is not guaranteed by
the Bank. Shares purchased with such loan proceeds will be held in a suspense
account for allocation among participants as the loan is repaid. The Bank
recorded $28,619 of compensation expense during the fiscal year ended March 31,
1998. The principal balance of the loan was $139,384 at March 31, 1998.
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Contributions to the ESOP and shares released from the suspense account will be
allocated among participants on the basis of compensation. Except for
participants who retire, become disabled or die during the plan year, all other
participants will be required to have completed at least 1,000 hours of service
and be employed on the last day of the plan year in order to receive an
allocation. Participant benefits become 100% vested after the completion of five
years of service. Vesting will be accelerated upon retirement, death, disability
or termination of the ESOP. Forfeitures will be returned to the Bank or
reallocated to other participants to reduce future funding costs. Benefits may
be payable upon retirement, death, disability or separation from service.
Contributions to the ESOP are not fixed, so benefits payable under the ESOP
cannot be estimated.
The Board of Directors has appointed a committee (the "ESOP Committee") composed
of Directors James J. Kemp, Jr., James Kucharczyk and John Storcel to administer
the ESOP. First Bankers Trust Company, N.A. has been selected to act as the
independent trustee (the "ESOP Trustee") for the ESOP. The ESOP Trustee will be
required to vote all allocated shares held in the ESOP in accordance with the
instructions of the participating employees. Shares for which employees do not
give instructions and unallocated shares will be voted by the ESOP Trustee in
the same proportion as determined by the vote of participants with respect to
allocated shares.
Stock Option Plan. Following approval by the Shareholders at the July, 1995
Annual Meeting, the Board of Directors of the Corporation adopted the West Town
Bancorp, Inc. 1995 Stock Option Plan (the "Plan"). The Stock Option Plan
authorizes granting of stock options and limited rights for 22,194 shares of
Common Stock to such officers, key employees and directors of the Company or its
affiliates as the Stock Option Committee of the Board of Directors (the
"Committee") may determine. The members of the Committee are Edward J. Hradecky,
John A. Storcel and James J. Kemp, Jr.
Options granted to date under the Plan become exercisable on a cumulative basis
in equal installments over a five year period from the date of grant. The first
installment of options became exercisable in July of 1996. The option will
expire 10 years from the date of grant.
Options to purchase 14,875 shares of Common Stock were awarded to officers and
directors on July 12, 1995; 500 options were awarded to Dennis Kosobucki in 1996
as part of his compensation for the fiscal year ended March 31, 1997; and 1,258
options were awarded to James J. Kemp, Jr. in September 1996; 500 options were
awarded to Mr. Kosobucki in 1997 as part of his compensation for the fiscal year
ended March 31, 1998. All options granted have included limited rights which
enable a holder, upon a change in control of the Corporation, to elect to
receive cash equal to the difference between the exercise price of the option
and the fair market value of the Common Stock on the date of exercise
(multiplied by the number of shares with respect to which the rights are
exercised). No Options were exercised during the fiscal year ended March 31,
1998. 5,061 options were available for future grant at March 31, 1998.
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Management Recognition and Retention Plan and Trust. Following approval by the
Shareholders at the July 1995 Annual Meeting the Bank established the West Town
Bancorp, Inc. Management Development and Recognition Plan and Trust (the "MRP").
The Bank acquired 8,878 shares of Common Stock for the MRP. A Committee of the
Board of Directors of the Bank administers the MRP. Under the MRP, awards
("Awards") have been granted to key employees in the form of shares of Common
Stock held by the MRP. Awards are non-transferable and non-assessable. On July
12, 1995 the Board of Directors granted awards for 6,149 shares under the MRP.
Prior to vesting, recipients of Awards may not direct the voting of shares of
Common Stock allocated to them. Shares of Common Stock held by the MRP trust
which have not been awarded or are not vested, are voted by trustees as directed
by the vote of the non-employee members of the Board of Directors. At March 31,
1998, 2,729 shares are available for future award.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Under the Exchange Act, the Company's directors, executive officers and any
person holding more than 10% of the Company's Common Stock are required to
report their initial ownership of the Company's Common Stock and any subsequent
changes in that ownership to the Securities and Exchange Commission. Specific
due dates for these reports have been established and the Corporation is
required to disclose in this Proxy Statement any failure to file such reports by
these dates during the fiscal year ended March 31, 1998. Based solely on a
review of copies of such reports furnished to the Company, or written
representations that no reports were required, the Company believes that during
the fiscal year ended March 31, 1998 all filing requirements applicable to its
directors and executive officers were satisfied.
Transactions with Management. The Bank offers residential mortgage loans and
consumer loans to its officers and directors and all such loans must be approved
by the Bank's Board of Directors. All loans made to officers, directors and
employees are made on the same terms as loans granted to members of the general
public and do not involve more than the normal risk of repayment or present
other unfavorable features. No officers or directors of the Bank or the Company
had loans with the Bank which aggregated $60,000 or more during the fiscal year
ended March 31, 1998.
PROPOSAL 2. RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Bank's independent auditors for the fiscal year ended March 31, 1998 were
Cobitz, VandenBerg & Fennessy. The Board of Directors has appointed Cobitz,
VandenBerg & Fennessy to continue as independent auditors for the Company and
its affiliates, including the Bank, for the fiscal year ending March 31, 1999
subject to ratification of such appointment by the shareholders. Representatives
of Cobitz, VandenBerg & Fennessy are expected to attend the Meeting. They will
be given an opportunity to make a statement if they desire to do so and will be
available to respond to appropriate questions from shareholders present at the
Meeting.
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Unless marked to the contrary, the shares represented by the enclosed Proxy will
be voted FOR ratification of the appointment of Cobitz, VandenBerg & Fennessy as
the independent auditors of the Company.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF THE APPOINTMENT OF
COBITZ, VANDENBERG & FENNESSY AS THE INDEPENDENT AUDITORS OF THE COMPANY.
Shareholder Proposals
To be considered for inclusion in the proxy statement and proxy relating to the
annual meeting of shareholders to be held in 1999, a shareholder proposal must
be received by the Secretary of the Company at the address set forth on the
first page of this Proxy Statement, not later than February 12, 1999. Any such
proposal shall be subject to 17 C.F.R. (S)240.14a-8 of the Rules and Regulations
of the Securities and Exchange Commission.
Notice of Business to be Conducted at an Annual Meeting and Shareholder
Nominations.
The bylaws of the Company provide an advance notice procedure for certain
business to be brought before an annual meeting. In order for a shareholder to
properly bring business before an annual meeting, the shareholder must give
written notice to the Secretary of the Company not less than thirty (30) days
before the time originally fixed for such meeting; provided, however, that in
the event that less than thirty-one (31) days notice or prior public disclosure
of the date of the meeting is given or made to shareholders, notice by the
shareholder to be timely must be received not later than the close of business
on the tenth day following the day on which such notice of the date of the
annual meeting was mailed or such public disclosure was made. The notice must
include the shareholder's name and address, as it appears on the Company's
record of shareholders, a brief description of the proposed business, the reason
for conducting such business at the Annual Meeting, the class and number of
shares of the Company's capital stock that are beneficially owned by such
shareholder and any material interest of such shareholder in the proposed
business. In the case of nominations to the Board, certain information regarding
the nominee must be provided. The shareholder's notice of nomination must
contain all information relating to the nominee which is required to be
disclosed by the Company's bylaws and by the Exchange Act. Nothing in this
paragraph shall be deemed to require the Company to include in its proxy
statement and proxy relating to the 1996 Annual Meeting any shareholder proposal
which does not meet all of the requirements for inclusion established by the
Securities and Exchange Commission in effect at the time such proposal is
received.
Other Matters Which May Properly Come Before the Meeting
The Board of Directors knows of no business which will be presented for
consideration at the Meeting other than as stated in the Notice of Annual
Meeting of Shareholders. If, however, other matters are properly brought before
the Meeting, it is the intention of the persons named in the accompanying proxy
to vote the shares represented thereby on such matters in accordance with their
best judgment.
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Whether or not you intend to be present at the Meeting, you are urged to return
your proxy promptly. If you are present at the Meeting and wish to vote your
shares in person, your proxy may be revoked by voting at the Meeting.
A COPY OF THE FORM 10-K FOR THE YEAR ENDED MARCH 31, 1998 AS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION WILL BE FURNISHED WITHOUT CHARGE TO
SHAREHOLDERS OF RECORD UPON WRITTEN REQUEST TO THE UNDERSIGNED AT WEST TOWN
BANCORP, INC., 4852 WEST 30TH STREET, CICERO, ILLINOIS 60804.
By Order of the Board of Directors
/s/ Edward J. Hradecky
Edward J. Hradecky
Corporate Secretary
Cicero, Illinois
June 10, 1998
YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON. WHETHER OR NOT YOU
PLAN TO ATTEND THE MEETING, YOU ARE REQUESTED TO SIGN AND PROMPTLY RETURN THE
ACCOMPANYING PROXY IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
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WEST TOWN BANCORP, INC.
Annual Meeting of Stockholders to be held July 8, 1998
THIS BALLOT IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned stockholder of West Town Bancorp, Inc. does hereby acknowledge
receipt of Notice of said Annual Meeting and accompanying Proxy Statement and
constitutes and appoints John A. Storcel and/or Edward J. Hradecky or any of
them, with full power of substitution, to vote all shares of stock of West Town
Bancorp, Inc. which the undersigned is entitled to vote, as fully as the
undersigned could do if personally present at the Annual Meeting of Stockholders
of said Corporation to be held on Wednesday, July 8, 1998 at 1:00 p.m., and at
any adjournments thereof, at the office of the Corporation at 4852 West 30th
Street, Cicero, Illinois 60804, as follows:
PLEASE MARK IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY/
- --------------------------------------------------------------------------------
1. The election of Dennis B. Kosobucki and Names Kucharczyk as Directors for
terms expiring in 2001
For Withheld For All Except
---- -------- -------------- ----------------------
Nominee Exception
2. Ratification of the appointment of Cobitz, VandenBerg & Fennessy as
Independent Auditors of the Corporation for the fiscal year ending March 31,
1999
For Withheld Abstain
---- -------- -------
3. As such proxies may in their discretion determine upon such other matters as
may properly come before the meeting.
For Withheld Abstain
---- -------- -------
THIS PROXY SHALL BE VOTED IN ACCORDANCE WITH THE INSTRUCTIONS GIVEN AND IN THE
ABSENCE OF SUCH INSTRUCTIONS SHALL BE VOTED FOR ALL OF THE DIRECTORS, NOMINEES
AND FOR APPROVAL OF THE RATIFICATION OF THE APPOINTMENT OF COBITZ, VANDENBERG &
FENNESSY AND THE APPROVAL OF THE CHARTER AMENDMENT. IF OTHER BUSINESS IS
PRESENTED AT SAID MEETING, THIS PROXY SHALL BE VOTED IN ACCORDANCE WITH THE BEST
JUDGMENT OF THE PROXIES OF THOSE MATTERS.
You are urged to mark, sign and return your proxy without delay in the return
envelope provided for that purpose, which required no postage if mailed in the
United States.
When signing the proxy, please date it and take care to have the signature
conform to the stockholder's name as it appears on this side of the proxy. If
shares are registered in the names of two or more persons, each person should
sign. Executors, administrators, trustees and guardians should so indicate when
signing.
Signature(s):
- -----------------------------------
- -----------------------------------
Date:
------------------------------
(Be sure to date your Proxy)
