SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
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 Materiials
_ Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
HOME BUILDING BANCORP, INC.
- ----------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
N/A
- ----------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (check the appropriate box):
_ No fee required
_ Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and O-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 O-11:
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
O-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount previously paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
[HOME BUILDING BANCORP, INC. LETTERHEAD]
December 18, 1996
Dear Fellow Shareholder:
On behalf of the Board of Directors and management of Home Building Bancorp,
Inc. (the "Corporation"), we cordially invite you to attend the Annual
Meeting of Shareholders of the Corporation. The meeting will be held at
10:30 a.m. local time, on January 20, 1997 at the main office of the
Corporation located at 200 East VanTrees Street, Washington, Indiana.
The annual meeting will include management's report to you on the
Corporation's 1996 financial and operating performance.
An important aspect of the annual meeting process is the annual shareholder
vote on corporate business items. Whether or not you plan to attend the
meeting, PLEASE READ THE ENCLOSED PROXY STATEMENT AND THEN COMPLETE, SIGN AND
DATE THE ENCLOSED PROXY AND RETURN IT IN THE ACCOMPANYING POSTPAID RETURN
ENVELOPE PROVIDED AS PROMPTLY AS POSSIBLE. This will save the Corporation
additional expense in soliciting proxies and will ensure that your shares are
represented at the Meeting.
Your Board of Directors and management are committed to the continued success
of Home Building Bancorp, Inc., and the enhancement of your investment. As
President and Chief Executive Officer, I want to express my appreciation for
your confidence and support.
Very truly yours,
BRUCE A. BEESLEY
President and Chief
Executive Officer
<PAGE>
HOME BUILDING BANCORP, INC.
200 East VanTrees Street
Washington, Indiana 47501
(812) 254-2641
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held on January 20, 1997
Notice is hereby given that the Annual Meeting of Shareholders of Home
Building Bancorp, Inc. (the "Corporation") will be held at the main office of
the Corporation located at 200 East VanTrees Street, Washington, Indiana, on
January 20,1997, at 10:30 a.m. local time.
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 Corporation;
2. The ratification of the appointment of Kemper CPA Group LLC as
independent auditors for the Corporation for the fiscal year ending
September 30, 1997; and
such other matters as may properly come before the Meeting, or any
adjournments thereof. The Board of Directors is not aware of any other
business to come before the Meeting.
Any action may be taken on the foregoing proposals at the Meeting on the date
specified above, or on any date or dates to which the Meeting may be adjourned.
Shareholders of record at the close of business on November 25, 1996, are the
shareholders entitled to vote at the Meeting, and any adjournments thereof.
You are requested to complete, sign and date the enclosed form of Proxy which
is solicited on behalf of the Board of Directors, and to mail it promptly in
the enclosed envelope. The Proxy will not be used if you attend and vote at
the Meeting in person.
By Order of the Board of Directors
Bruce A. Beesley
President and Chief Executive
Officer
Washington, Indiana
December 18, 1996
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE CORPORATION THE
EXPENSE OF FURTHER REQUESTS FOR PROXIES TO ENSURE A QUORUM AT THE MEETING.
A PRE-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS
REQUIRED IF MAILED WITHIN THE UNITED STATES.
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<PAGE>
HOME BUILDING BANCORP, INC.
200 East VanTrees Street
Washington, Indiana 47501
(812) 254-2641
____________________
PROXY STATEMENT
____________________
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JANUARY 20, 1997
____________________
This Proxy Statement is furnished in connection with the solicitation on behalf
of the Board of Directors of Home Building Bancorp, Inc. (the "Corporation")
of proxies to be used at the Annual Meeting of Shareholders of the
Corporation (the "Meeting"), to be held at the main office of the Corporation
located at 200 East VanTrees Street, Washington, Indiana, on January 20,
1997, at 10:30 a.m. local time, and all adjournments of the Meeting. The
accompanying Notice of Meeting and this Proxy Statement are first being
mailed to shareholders on or about December 18, 1996. Certain of the
information provided herein relates to Home Building Savings Bank, FSB (the
"Bank"), a wholly-owned subsidiary and predecessor of the Corporation.
At the Meeting, shareholders of the Corporation are being asked to consider and
vote upon the election of three directors of the Corporation and to ratify the
appointment of Kemper CPA Group LLC as the Corporation's independent auditors
for the fiscal year ending September 30, 1997.
VOTING RIGHTS AND PROXY INFORMATION
All shares of Corporation common stock, par value $.01 per share (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 Corporation does not know of any matters, other than as
described in the Notice of Annual Meeting of Shareholders, that are to come
before the Meeting. If any other matters are properly presented at the
Meeting for action, the persons named in the enclosed form of proxy and
acting thereunder will have the discretion to vote on such matters in
accordance with their best judgment.
Directors shall be elected by a plurality of the votes present in person or
represented by proxy at the Meeting and entitled to vote on the election of
directors. In all matters other than the election of directors, the
affirmative vote of the majority of shares present in person or represented
by proxy at the Meeting and entitled to vote on the matter shall be the act
of the shareholders.
Proxies marked to abstain have the same effect as votes against the proposal,
while broker non-votes have no effect on the vote. One-third of the shares of
the 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.
A proxy given pursuant to this solicitation may be revoked at any time before it
is voted. Proxies may be revoked by: (i) duly executing and delivering to the
Secretary of the Corporation a later proxy relating to the same shares prior to
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the exercise of such proxy, (ii) filing with the Secretary of the Corporation at
or before the Meeting a written notice of revocation bearing a later date than
the proxy, 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 Debra
K. Shields, Secretary of the Corporation, at 200 East VanTrees Street,
Washington, Indiana 47501.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Shareholders of record as of the close of business on November 25, 1996 (the
"Voting Record Date") will be entitled to one vote for each share then held. As
of the Voting Record Date, the Corporation had 282,158 shares of Common Stock
issued and outstanding. The following table sets forth, as of the Voting Record
Date, information regarding share ownership of: (i) those persons or entities
known by management to beneficially own more than five percent of the
Corporation's Common Stock and (ii) all directors and officers as a group.
See "Proposal I - Election of Directors" for information regarding the
beneficial ownership of Common Stock by directors of the Corporation.
Beneficial Owners Shares Percent
Beneficially of
Owned Class
____________________________________________________________________________
Home Building Bancorp, Inc.(1) 25,760 9.13%
Employee Stock Ownership Plan
200 East VanTrees Street
Washington, Indiana 47501
Blake Chambers, Esquire(2) 23,725 8.40%
206 Peoples Bank Building
Washington, Indiana 47501
Amos and Lily Wittmer(3) 20,725 7.34%
RR#2 Box 456
Montgomery, Indiana 47558
Directors and executive officers(4) 94,364 32.99%
of the Corporation and the Bank
as a group (10 persons)
(1) The amount reported represents shares of Common Stock held by the Home
Building Bancorp, Inc. Employee Stock Ownership Plan (the "ESOP"), 5,918
shares of which have been allocated to accounts of participants. First
Bankers Trust Company, N.A., Quincy, Illinois, as the trustee of the ESOP, may
be deemed to beneficially own the shares held by the ESOP which have not been
allocated to the accounts of participants. Pursuant to the terms of the
ESOP, participants in the ESOP have the right to direct the voting of shares
allocated to participant accounts.
(2) Mr. Chambers is a director of the Corporation. Included in the shares of
Common Stock beneficially owned by Mr. Chambers are (i) 3,000 shares of
Common Stock held individually by Mr. Chambers over which he has sole voting
and dispositive power, (ii) 20,000 shares held in trust, as to which he is a
trustee and remainder beneficiary and with respect to which shares Mr. Chambers
may be deemed to have sole voting and dispositive power, (iii) 483 shares of
restricted Common Stock granted to Mr. Chambers under the Corporation's
Recognition and Retention Plan (the "RRP") as to which the voting power has
been transferred to a third party until such restricted shares are vested and
no longer subject to restriction and (iv) an option to purchase 242 shares
granted to him under the Corporation's 1996 Stock Option and Incentive Plan
(the "Stock Option Plan") which options are exercisable within 60 days of the
Voting Record Date.
(3) Mr. Wittmer is a director of the Corporation. Included in the shares of
Common Stock beneficially owned by Mr. and Mrs. Wittmer are (i) 20,000 shares
of Common Stock held individually by Mrs. Wittmer over which she has sole
voting and dispositive power, (ii) 483 shares of restricted Common Stock
granted to Mr. Wittmer under the RRP as to which the voting power has been
transferred to a third party until such restricted shares are vested and
no longer subject to restriction and (iii) an option to purchase 242 shares
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<PAGE>
granted to Mr. Wittmer under the Stock Option Plan which options are
exercisable within 60 days of the Voting Record Date. Mr. Wittmer may be
deemed to have shared voting and dispositive power with respect to the Common
Stock owned by Mrs. Wittmer.
(4) The amount reported represents shares held directly, as well as shares held
jointly with family members, shares held in retirement accounts, held in a
fiduciary capacity, held by certain of the group members' families, or held by
trusts of which the group member is a trustee or substantial beneficiary, with
respect to which shares the group member may be deemed to have sole or shared
voting and/or investment powers. This amount also includes (i) 7,728 shares
of restricted Common Stock granted to the Corporation's directors and
executive officers under the RRP as to which the voting power has been
transferred to a third party until such restricted shares are vested and
no longer subject to restriction and (ii) options to purchase 3,868 shares of
Common Stock granted under the Stock Option Plan which options will be
exercisable within 60 days of the Voting Record Date.
PROPOSAL I -- ELECTION OF DIRECTORS
The Corporation's Board of Directors is currently composed of nine members.
Generally, one-third of the Directors are elected annually to serve for a three-
year term or until their respective successors are elected and qualified.
Chairman Murray, however, in compliance with the age qualification set forth
in the Corporation's Bylaws is being nominated to serve for a one year term.
The following table sets forth certain information, as of the Voting Record
Date, regarding the composition of the Corporation's Board of Directors,
including each director's term of office. The Board of Directors acting as the
nominating committee has recommended and approved the nominees identified in
the following table. It is intended that the proxies solicited on behalf of
the Board of Directors (other than proxies in which the vote is withheld as
to a nominee) will be voted at the Meeting FOR the election of the nominees
identified below. If a nominee is unable to serve, the shares represented by
all valid proxies will be voted for the election of such substitute nominee as
the Board of Directors may recommend. At this time, the Board of Directors
knows of no reason why a nominee might be unable to serve if elected. Except as
disclosed herein, there are no arrangements or understandings between any
nominee and any other person pursuant to which the nominee was selected.
<TABLE>
<CAPTION>
Shares of
Term Common Stock
Position(s) Held in Director to Beneficially Percent
Name Age(1) the Corporation Since(2) Expire Owned(3) of Class
______________________________________________________________________________________________________________
NOMINEES
<S> <C> <C> <C> <C> <C> <C>
Robert M. Murray 71 Chairman of the Board 1964 1998 3,225 1.14%
Gregory L. Haag 44 Director 1991 2000 10,225 3.62
James E. Scheid 54 Director 1973 2000 1,807 .64
DIRECTORS CONTINUING IN OFFICE
Bruce A. Beesley 42 President & Chief Executive Officer 1988 1998 16,526 5.68
C. Darrell Deem 38 Director 1991 1998 6,725 2.38
Amos M. Wittmer 69 Director 1974 1998 20,725 7.34
Blake L. Chambers 44 Director 1991 1999 23,725 8.40
Thomas L. Hagel 69 Director 1976 1999 8,325 2.95
Larry G. Wilson 54 Director 1991 1999 1,225 .43
_______________
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<PAGE>
<FN>
<F1>
(1) At September 30, 1996.
<F2>
(2) Includes service as a director of the Bank.
<F3>
(3) The amounts reported represent shares held directly and jointly with family
members, as well as shares which are held in retirement accounts, or by
certain members of the director's family, or held by trusts of which the
director is a trustee or substantial beneficiary, with respect to which
shares the respective directors may be deemed to have sole or shared voting
and/or dispositive power. The amounts reported also include (i) 3,220 shares
and 483 shares of restricted Common Stock granted to President Beesley and
each non-employee director, respectively, under the RRP as to which the
voting power has been transferred to a third party until such restricted
shares are vested and no longer subject to restriction and (ii) options to
purchase 1,610 shares and 242 shares of Common Stock granted to President
Beesley and each non-employee director, respectively, under the Stock Option
Plan, which options will be exercisable within 60 days of the Voting Record
Date.
</FN>
</TABLE>
The business experience of each director of the Corporation for at least the
past five years is set forth below.
Robert M. Murray. Mr. Murray has been the Chairman of the Board of the
Corporation since its incorporation in 1994 and of the Bank since 1990. Mr.
Murray began his career with the Bank in 1946 as a management trainee and from
1977 to 1990 was President and Chief Executive Officer of the Bank. Mr. Murray
is the father of Kim R. Murray, an officer of the Bank.
Gregory L. Haag. Since 1980, Mr. Haag has been the owner and President of
Haag Heating and Air Conditioning, Inc., located in Washington, Indiana.
James E. Scheid. Mr. Scheid is owner of Scheid Farms, a farming operation,
located in Washington, Indiana. Since 1970, Mr. Scheid has owned and operated
his own farm located in Daviess County, Indiana. He also serves as an
outpatient supervisor and counselor for Good Samaritan Hospital in Vincennes,
Indiana.
Bruce A. Beesley. Mr. Beesley has been President of the Corporation since its
incorporation in 1994. Mr. Beesley was appointed President of the Bank in
January 1990 and Chief Executive Officer in September 1990. Mr. Beesley
joined the Bank in 1975 as Assistant to the President and was promoted to Senior
Vice President in 1982. He has taught several courses at Vincennes
University. Mr. Beesley received a Bachelor of Arts degree from Indiana
University in 1975 and is also a graduate of the School for Executive
Development at the University of Georgia and of the Graduate School of Savings
and Loan at Indiana University. Mr Beesley also holds a Certificate of
Achievement from the Institute of Financial Education and is a registered
broker with the National Association of Securities Dealers.
C. Darrell Deem. Mr. Deem has practiced dentistry in the Washington, Indiana
area since 1983. Mr. Deem initially began practicing dentistry with Carl B.
O'Connor D.D.S. Inc. In April 1993, Mr. Deem opened his own office in
Washington, Indiana.
Amos M. Wittmer. Mr. Wittmer has been an auctioneer, entrepreneur and
business investor in and around Montgomery, Indiana for the past 38 years. He
also owns and manages Wittmer & Yagle Auction Service, formerly known as
AMWittmer Auction Service, located in Montgomery, Indiana.
Blake L. Chambers. Mr. Chambers is a partner in the law firm of Waller,
Leonard, Chambers & Hanson, a general practice firm located in Washington,
Indiana. Mr. Chambers has been a member of the firm since 1978.
Thomas L. Hagel. Mr. Hagel is the President of Hagel's Hearing Service
headquartered in Washington, Indiana, a position he has held since 1991. Mr.
Hagel was Treasurer and Secretary of Hagel's Jewelers Inc., located in
Washington, Indiana, from 1953 to 1990, during which time he was also
affiliated with Hagel's Hearing Service.
6
<PAGE>
Larry G. Wilson. Mr. Wilson has been the President of R.L. Wilson Family
Farms, Inc., a farming operation, located in Montgomery, Indiana for over 15
years.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
Meetings and Committees of the Corporation. Meetings of the Corporation's
Board of Directors are generally held on a monthly basis. For the fiscal year
ended September 30, 1996, the Board of Directors met 11 times. During fiscal
1996, no incumbent director of the Corporation 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 Corporation has standing Audit, Compensation
and Nominating Committees.
The Corporation's Audit Committee is responsible for the review of the
Corporation's annual audit report prepared by the Corporation'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. Directors Wilson, Hagel, Haag and Deem serve on this
Committee. In fiscal 1996, the Audit Committee did not meet at the company
level. The subsidiary Bank's Audit Committee has the identical make-up. The
Bank's Audit Committee met four times during fiscal 1996.
The Corporation's Compensation Committee is currently composed of Directors
Scheid and Hagel. This Committee is responsible for administering the
Corporation's Stock Option Plan and RRP. This Committee met three times during
fiscal 1996.
The entire Board of Directors acts as a Nominating Committee for selecting
nominees for election as directors of the Corporation. 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 Corporation. Pursuant to the Corporation's Bylaws,
nominations by shareholders must be delivered in writing to the Secretary of
the Corporation at least 30 days prior to the date of the annual meeting.
Meetings and Committees of the Bank. The Bank's Board of Directors meets at
least monthly and held 14 meetings during the fiscal year ended September 30,
1996. During fiscal 1996, no incumbent director of the Bank attended fewer than
75% of the aggregate of the total number of Board meetings and the total number
of meetings held by the committees of the Board of Directors on which he served,
except for Director Chambers who attended 10 of the 14 Board meetings.
Director Chambers is not a member of any committee of the Board of Directors.
The principal standing committees of the Bank are the Executive and Audit
Committees. The Bank also has other committees which meet as needed to
review various other functions of the Bank.
The Bank's Executive Committee exercises the powers of the full Board of
Directors between Board meetings, except that this committee does not have the
authority of the Board to amend the charter or bylaws, adopt a plan of
merger, consolidation, dissolution or provide for the disposition of all or
substantially all of the property and assets of the Bank. The Executive
Committee meets as needed to review loan applications, rates paid on savings
and loans and other banking transactions. The Executive Committee is
composed of Chairman Murray, President Beesley and Director Wittmer, with
directors Hagel and Scheid acting as alternates. The committee requires
the agreement of two of the three members to act on any matter. The Executive
Committee met approximately 20 times during fiscal 1996.
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The Audit Committee meets quarterly to conduct surprise audits of teller cash.
The Audit Committee also recommends the selection of the Bank's independent
accountants to the Board of Directors and meets with the accountants to
discuss the scope and to review the results of the annual audit; however in
recent years the whole Board (with the exception of President Beesley) has
been involved in this process. The Board members of this committee include
Directors Hagel, Deem, Haag and Wilson. This committee met four times during
fiscal 1996.
DIRECTOR COMPENSATION
Directors of the Corporation do not receive compensation for their service on
the Corporation's Board of Directors or any committees. During fiscal 1996,
however, each member of the Bank's Board of Directors received an annual fee of
$2,500 per year. The Chairman of the Board, in addition to his director's fees,
received a salary of $8,387 for services rendered to the Bank during fiscal
1996. Each non-employee director is paid an additional $100 for each regular
and special board meeting of the Bank attended. Non-employee directors of the
Bank's Executive Committee receive $75 for each committee meeting attended
and members of the Bank's Audit Committee receive a flat fee of $100
per quarter for their service on this committee. Director Chambers receives an
additional $400 per year for his service as Secretary to the Board of
Directors of the Bank. Chairman Murray and President Beesley do not collect
any per meeting or committee fees because they are employees of the Bank.
Directors Emeriti, of which the Bank currently has four, are paid $75 per
meeting attended.
EXECUTIVE COMPENSATION
The following table sets forth information concerning the compensation paid or
granted to the Corporation's Chief Executive Officer. No officer made in
excess of$100,000 during fiscal 1996.
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Annual Long Term
Compensation(1) Compensation Awards
_____________________ ____________________
Restricted All Other
Stock Options Compensation
Name and Principal Position Year Salary($)(2) Bonus($) Award($) (#) ($)
_____________________________________________________________________________________________________
<S> <C> <C> <C> <C> <C> <C>
Bruce A. Beesley, President, Chief 1996 $56,625 $3,297 $53,935(3) 8,050(4) $12,359(5)
Executive Officer and Director 1995 55,125 2,590 --- --- 9,628
1994 54,550 3,159 --- --- 4,056
<FN>
<F1>
(1) Mr. Beesley did not receive any additional benefits or perquisites which, in
the aggregate, exceeded 10% of his salary and bonus or $50,000.
<F2>
(2) Includes director fees of $2,500, $2,500 and $2,425 received by President
Beesley in fiscal 1996, 1995 and 1994.
<F3>
(3) Represents the dollar value, based on the $16.75 closing price per share of
the Common Stock on January 22, 1996, the date of grant. The shares of
restricted stock shall vest in five equal annual installments (the first
installment to vest on January 22, 1997), provided the individual maintains
"Continuous Service" (as defined in the RRP) with the Corporation and/or the
Bank. Any dividends paid on Common Stock granted pursuant to the RRP are
held in a restricted interest-bearing account until such shares are no longer
subject to restriction. Based on the $17.50 closing price per share of the
Common Stock on September 30, 1996, the 3,220 restricted shares of Common
Stock held by Mr. Beesley had an aggregate market value of $56,350.
<F4>
(4) On January 22, 1996, Mr. Beesley received options to purchase 8,050 shares
of Common Stock, at an exercise price of $16.75 per share, the "Market Value (as
defined in the Stock Option Plan) of the Common Stock on the date of the
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<PAGE>
grant. These options are scheduled to vest equally over a five year
period with the first installment to vest on January 22, 1997.
<F5>
(5) Represents the Bank's payment of medical and life insurance premiums of
$5,786, as well as the Bank's contributions to its ESOP of $6,573 on behalf of
President Beesley.
</FN>
</TABLE>
The following table sets forth certain information concerning stock options
granted by the Corporation to Mr. Beesley during fiscal 1996. No stock
appreciation rights were granted during fiscal 1996.
<TABLE>
OPTION GRANTS IN LAST FISCAL YEAR
Individual Grants
<CAPTION>
Number of
Securities % of Total Exercise or
Underlying Options Base
Options Granted Granted Price Expiration
(#)(1) in Fiscal Year ($/Sh) Date
Name
<S> <C> <C> <C> <C>
Bruce A. Beesley 8,050 33.34% $16.75 01/22/06
<FN>
<F1>
(1) The foregoing options are scheduled to vest in five equal annual
installments with the first installment scheduled to vest on January 22,
1997, and each subsequent installment to vest equally on the next four
anniversary dates thereafter.
</FN>
</TABLE>
The following table sets forth certain information concerning the aggregate
number and value of stock options held by Mr. Beesley at September 30, 1996.
No stock appreciation rights have been granted by the Corporation to date.
<TABLE>
AGGREGATE OPTIONS EXERCISED IN LAST FISCAL YEAR AND FY-END OPTION VALUES
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money options
Shares Options at FY-End (#) FY-End (4)(1)
Acquired
on Value
Exercise Realized
(#) ($)
Exercisable Unexercisable Exercisable Unexercisable
Name
<S> <C> <C> <C> <C> <C> <C>
Bruce A. Beesley --- --- --- 8,050 --- $6.037.50
<FN>
<F1>
(1) Represents the aggregate market value of the stock options as of September
30, 1996. The market value per share of the stock options is the difference
between the market price per share of the Common Stock ($17.50 per share
based upon the average of the closing bid and asked price per share of the
Common Stock as reported on the Nasdaq SmallCap Market on September 30, 1996,
less the exercise price ($16.75 per share) of the stock options.
</FN>
</TABLE>
Employment Agreement
In connection with the Bank's mutual to stock conversion, the Bank entered into
an employment agreement with President Beesley. The employment agreement
became effective upon completion of the Conversion, February 7, 1995, and
provides for annual base salary in an amount not less than his current salary
and an initial term of three years.
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The agreement provides for an annual extension of one year, in addition to the
then-remaining term under the agreement, on each anniversary of the effective
date of the agreement (i.e., each February 7), subject to a formal performance
evaluation performed by disinterested members of the Bank's Board of Directors.
The agreement provides for termination upon death of the employee, for cause or
in certain events specified by Office of Thrift Supervision ("OTS")
regulations. The employment agreement is terminable by the employee upon 90
days notice to the Bank.
The employment agreement provides for payment to the employee of the greater
of his salary for the remainder of the term of the agreement, or 299% of the
employee's base compensation in the event there is a "change in control" of the
Bank where employment terminates involuntarily in connection with such change in
control or within twelve months thereafter. This termination payment is subject
to reduction by the amount of all other compensation to the employee deemed for
purposes of the Internal Revenue Code of 1986, as amended (the "Code") to be
contingent on a "change in control," and may not exceed three times the
employee's average annual compensation over the most recent five year period
or be non-deductible by the Bank for federal income tax purposes. For the
purposes of the employment agreement, 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 12 C.F.R. Section 574.3 or 4.
Such events are generally triggered prior to the acquisition of control of
10% of the Corporation's common stock. The agreement guarantees
participation in an equitable manner in employee benefits applicable to
executive personnel.
Based on his current salary, if Mr. Beesley had been terminated as of September
30, 1996, under circumstances entitling him to severance pay as described above,
he would have been entitled to receive a lump sum cash payment of
approximately $152,000.
CERTAIN TRANSACTIONS
Director Chambers is with the law firm of Waller, Leonard, Chambers & Hanson
which from time to time provides legal services to the Bank. The dollar amount
of fees paid by the Bank to Waller, Leonard, Chambers & Hanson was less than
five percent of such law firm's gross revenues during fiscal 1996.
PROPOSAL II - RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors has again selected Kemper CPA Group LLC to be the
Corporation's independent auditor for the fiscal year ending September 30, 1997,
subject to the ratification by the Corporation's shareholders. A representative
of Kemper CPA Group LLC is expected to attend the Meeting to respond to
appropriate questions and will have an opportunity to make a statement.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE
"FOR" THE RATIFICATION OF THE APPOINTMENT OF KEMPER CPA
GROUP LLC AS THE CORPORATION'S AUDITORS FOR THE FISCAL
YEAR ENDING SEPTEMBER 30, 1997.
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SHAREHOLDER PROPOSALS
In order to be eligible for inclusion in the Corporation's proxy materials for
next year's Annual Meeting of Shareholders, any shareholder proposal to take
action at such meeting must be received at the Corporation's executive office,
200 East VanTrees Street, Washington, Indiana 47501, no later than August 20,
1997. Any such proposal shall be subject to the requirements of the proxy rules
adopted under the Securities Exchange Act of 1934, as amended.
OTHER MATTERS
The Board of Directors is not aware of any business to come before the Meeting
other than the matters described above in this Proxy Statement. However, if any
other matters 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 Corporation. The
Corporation 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 Corporation may solicit proxies
personally or by telegraph or telephone, without additional compensation.
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REVOCABLE PROXY
HOME BUILDING BANCORP, INC.
ANNUAL MEETING OF SHAREHOLDERS January 20, 1997
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints the Board of Directors of Home Building
Bancorp, Inc. (the "Corporation"), and its survivor, with full power of
substitution, to act as attorneys and proxies for the undersigned to vote all
shares of common stock of the Corporation which the undersigned is entitled to
vote at the Annual Meeting of Shareholders (the "Meeting"), to be held on
Monday, January 20, 1997 at the main office of the Corporation, located at 200
East VanTrees Street, Washington, Indiana at 10:30 A.M. local time, and at
any and all adjournments thereof, as follows:
I. The election as directors of all the nominees listed (except as marked to
the contrary below):
WITH- FOR ALL
FOR HOLD EXCEPT
ROBERT M. MURRAY (1-year) JAMES E. SCHEID (3-year) GREGORY L. HAAG (3-year)
INSTRUCTIONS: To withhold authority to vote for any individual nominee, mark
"For All Except" and write that nominee's name in the space provided below.
FOR AGAINST ABSTAIN
II. The ratification of the appointment
of Kemper CPA Group LLC,independent
auditors for the Corporation for the
fiscal year ending September 30, 1997.
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" the listed proposals.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS
ARE SPECIFIED, THIS PROXY WILL BE VOTED FOR THE PROPOSALS
STATED. IF ANY OTHER BUSINESS IS PRESENTED AT SUCH MEETING,
THIS PROXY WILL BE VOTED BY THOSE NAMED IN THIS PROXY IN
THEIR BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD OF
DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE
MEETING.
This proxy may be revoked at any time before it is voted. The undersigned may
revoke this proxy by: (i) duly executing and delivering to the Secretary of
the Corporation a later proxy relating to the same shares prior to the exercise
of such proxy, (ii) filing with the Secretary of the Corporation at or before
the Meeting a written notice of revocation bearing a later date than the proxy,
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 this proxy should be delivered to Debra K. Shields,
Secretary of the Corporation, at 200 East VanTrees Street, Washington,
Indiana 47501. Upon revocation of this proxy, the power of such attorney's
and proxies shall be deemed terminated and of no further force and effect.
The shareholder acknowledges receipt from the Corporation, prior to the
execution of this Proxy, of the Notice of the Annual Meeting, a Proxy Statement
dated December 18, 1996 and the Corporation's Annual Report to Shareholders for
the fiscal year ended September 30, 1996.
Dated: ________________________
___________________________________ ___________________________________
PRINT NAME OF SHAREHOLDER PRINT NAME OF SHAREHOLDER
___________________________________ ___________________________________
SIGNATURE OF SHAREHOLDER SIGNATURE OF SHAREHOLDER
Please sign exactly as your name appears
above on this card. When signing as
attorney, executor, administrator, trustee
or guardian, please give your full title. If
shares are held jointly, each holder should
sign.
_____________________________________________
______________________________
PLEASE PROMPTLY COMPLETE, DATE, SIGN AND MAIL THIS PROXY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE
_____________________________________________
______________________________
