[HOME BUILDING BANCORP, INC. LETTERHEAD]
December 31, 1997
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 29, 1998 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
1997 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,
/s/ Bruce A. Beesley
- --------------------------------------
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 29, 1998
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 29, 1998, 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 voting upon:
1. The election of two 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, 1998; 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 8,
1997, 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
/s/ Bruce A. Beesley
--------------------------------------
BRUCE A. BEESLEY
President and Chief Executive Officer
Washington, Indiana
December 31, 1997
- ------------------------------------------------------------------------------
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.
- ------------------------------------------------------------------------------
<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 29, 1998
____________________
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 29, 1998, 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 31, 1997. Certain of
the information provided herein relates to Home Building Savings Bank, FSB
(the "Bank"), a wholly-owned subsidiary 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, 1998.
PROXIES AND PROXY SOLICITATION
If a shareholder properly executes the enclosed proxy distributed by the
Corporation, the proxies named will vote the shares represented by that proxy
at the Meeting. Where a shareholder specifies a choice, the proxy will be
voted in accordance with the shareholder's instructions. Where no specific
direction is given, the proxies will vote the shares "FOR" the election of
management's nominees for directors of the Corporation, and "FOR" the
appointment of Kemper CPA Group LLC as the Corporation's independent
auditors for the fiscal year ending September 30, 1998. As to any other
matters presented at the Meeting, the shares for which proxies have been
received will be voted in accordance with the discretion of the proxies.
Any proxy given pursuant to this solicitation or otherwise may be revoked
by the shareholder giving it at any time before it is voted by delivering to
the Secretary of the Corporation at the above address, 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
common stock of the Corporation (the "Common Stock"), or by attending the
Meeting and voting in person. Attendance at the Meeting will not in itself
constitute the revocation of a proxy.
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 employees of the Corporation and
<PAGE>
the Bank may solicit proxies personally or by facsimile, telegraph or
telephone, without additional compensation.
VOTING RIGHTS; VOTE REQUIRED
Shareholders of record as of the close of business on December 8, 1997
(the "Voting Record Date") will be entitled to one vote on each matter
presented for a vote at the Meeting for each share of Common Stock then held.
Such vote may be exercised in person or by a properly executed proxy as
discussed above. Directors shall be elected by a plurality of the shares
present in person or represented by proxy at the Meeting and entitled to vote
on the election of directors. Ratification of the appointment of Kemper CPA
Group LLC as the Corporation's independent auditors for the fiscal year ending
September 30, 1998 requires 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.
With regard to the election of directors, votes may be cast in favor of
or withheld from each nominee; votes that are withheld will be excluded
entirely from the vote and will have no effect. Abstentions may be specified
on all proposals except the election of directors and will be counted as
present for purposes of the item on which the abstention is noted.
Abstentions on the proposal to ratify Kemper CPA Group LLC as the
Corporation's auditors will have the effect of a negative vote since that
proposal requires the affirmative vote of a majority of the shares present in
person or by proxy and entitled to vote at the Meeting. A broker non-vote
(i.e., proxies from brokers or nominees indicating that such persons have not
received instructions from the beneficial owners or other persons as to
certain proposals on which such beneficial owners or persons are entitled to
vote their shares but with respect to which the brokers or nominees have no
discretionary power to vote without such instructions) will have no effect on
the outcome of the election of directors or the ratification of auditors.
Brokers who do not receive instructions are entitled to vote on the election
of directors and the ratification of the Corporation's independent auditors.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
As of the Voting Record Date, the Corporation had 288,378 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 Beneficially Percent of
Owned Class
Home Building Bancorp, Inc.(1)
Employee Stock Ownership Plan
200 East VanTrees Street
Washington, Indiana 47501 25,760 8.9%
Blake Chambers, Esquire(2)
206 Peoples Bank Building
<PAGE>
Washington, Indiana 47501 23,967 8.30%
Amos and Lily Wittmer(3)
RR#2 Box 456
Montgomery, Indiana 47558 20,967 7.26%
Directors and executive officers of the
Corporation and the Bank as a
group (8 persons)(4) 74,305 25.18%
- ------------------------------------
(See footnotes to table on following page.)
(1) The amount reported represents shares of Common Stock held by the Home
Building Bancorp, Inc. Employee Stock Ownership Plan (the "ESOP"),
8,917 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. Mr. Chambers has
reported sole voting and dispositive power with respect to all shares
reported as beneficially owned by him, except for 386 shares of
restricted Common Stock 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. Included in the shares reported
as beneficially owned by Mr. Chambers are options to purchase 484
shares of Common Stock which options are either currently exercisable
or exercisable within 60 days of the Voting Record Date.
(3) Mr. Wittmer is a director of the Corporation who will be retiring
effective as of the date of the Meeting. Mr. Wittmer has reported
sole voting and dispositive power with respect to all shares reported
as beneficially owned by him, except for 20,000 shares held
individually by his wife as to which he has reported shared voting and
dispositive power and 386 shares of restricted Common Stock 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. Included in the shares reported as beneficially owned by
Mr. Wittmer are options to purchase 484 shares of Common Stock which
options are either currently exercisable or exercisable within 60 days
of the Voting Record Date.
(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 options to purchase 6,768 shares of Common
Stock which options are either currently exercisable or exercisable
within 60 days of the Voting Record Date. Not included in this amount
are the 3,628 shares and 20,967 shares reported as beneficially owned
by Chairman Robert Murray and Director Amos Wittmer, respectively,
both of whom are retiring from the Board of Directors of the Company
effective as of the date of the Meeting.
<PAGE>
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. Effective as of the date of the Meeting, the Corporation's Board
of Directors will be reduced to seven members concurrently with the retirement
from the Board of Directors of Chairman Murray and Director Wittmer. Messrs.
Murray and Wittmer have served as members of the Corporation's Board since its
inception and of the Bank's Board for over 33 and 23 years, respectively, and
will be appointed as emeriti directors at the end of their term. The Board of
Directors of the Corporation and the Bank appreciate the guidance and
dedicated service of Messrs. Murray and Wittmer over the years.
The following table sets forth certain information regarding the
Corporation's continuing 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
Common
Name Age(1) Position(s) Held in Director(2) Term to Stock Percent of
the Corporation Since Expire Beneficially Class
Owned (3)
- ------ ------ --------------------- --------- -------- ------------- ------------
NOMINEES
<S> <C> <C> <C> <C> <C> <C>
Bruce A. Beesley 43 President and Chief
Executive Officer 1988 2001 18,244 3.14%
C. Darrell Deem 39 Director 1991 2001 6,967 2.41%
</TABLE>
<TABLE>
<CAPTION>
DIRECTORS CONTINUING IN OFFICE
<S> <C> <C> <C> <C> <C> <C>
Gregory L. Haag 45 Director 1991 2000 10,467 3.62%
James E. Scheid 55 Director 1973 2000 2,049 .71%
Blake L. Chambers 45 Director 1991 1999 23,967 8.30%
Thomas L. Hagel 70 Director 1976 1999 8,567 2.97%
Larry G. Wilson 55 Director 1991 1999 1,467 .51%
<FN>
- -------------
(1) At September 30, 1997.
(2) Includes service as a director of the Bank.
<PAGE>
(3) The nature of beneficial ownership for shares reported in this column
is sole voting and investment power, except as otherwise noted in
these footnotes. Included in the shares beneficially owned by the
named individuals are (i) options to purchase 3,220 shares and 484
shares of Common Stock granted to President Beesley and each non-
employee director, respectively, which options are either currently
exercisable or exercisable with 60 days of the Voting Record Date and
(ii) 2,576 shares and 386 shares of restricted Common Stock granted to
President Beesley and each non-employee director, respectively, 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.
</FN>
</TABLE>
The business experience of each director of the Corporation for at least
the past five years is set forth below.
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.
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.
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.
Gregory L. Haag. Since 1980, Mr. Haag has been the owner and President
of Haag Heating and Air Conditioning, Inc., located in Washington, Indiana.
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.
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.
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.
<PAGE>
MEETINGS AND COMMITTEES OF THE BOARDS OF DIRECTORS
Meetings and Committees of the Corporation. Meetings of the
Corporation's Board of Directors are held on an as needed basis, but in no
event less than quarterly. For the fiscal year ended September 30, 1997, the
Board of Directors met eight times. During fiscal 1997, 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 served on
this Committee. During fiscal 1997, 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 1997.
The Corporation's Compensation Committee is currently composed of
Directors Scheid and Hagel. This Committee is responsible for administering
the Corporation's 1995 Stock Option and Incentive Plan (the "Stock Option
Plan") and the Recognition and Retention Plan (the "RRP"). This Committee
met once during fiscal 1997.
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
generally meets monthly and held 12 meetings during the fiscal year ended
September 30, 1997. During fiscal 1997, 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 Executive and Audit
Committees. The Bank also has other committees which meet as needed to review
various other functions of the Bank.
<PAGE>
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 consisted
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
11 times during fiscal 1997.
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 1997.
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 1997, 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 $8,637 for services rendered to the Bank
during fiscal 1997. Each non-employee director was paid an additional $100
for each regular and special board meeting of the Bank attended. Non-employee
directors of the Bank's Executive Committee received $75 for each committee
meeting attended and members of the Bank's Audit Committee received a flat fee
of $100 per quarter for their service on this committee. Director Chambers
received an additional $400 per year for his service as Secretary to the Board
of Directors of the Bank. During fiscal 1997 Chairman Murray (who is retiring
from the Boards of Directors of the Corporation and the Bank effective as of
the date of the Meeting) and President Beesley did not collect any meeting or
committee fees as they are employees of the Bank. Directors Emeriti, of which
the Bank currently has three, are paid $75 per meeting attended.
EXECUTIVE COMPENSATION
The following table sets forth information concerning the compensation of
the Corporation's Chief Executive Officer. No officer or employee of the
Company or the Bank received a salary and bonus in excess of $100,000 during
fiscal 1997.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
- ------------------------------------------------------------------------------------------
Annual Long Term
Compensation(1) Compensation
Awards
- ------------------------------------------------------------------------------------------
Name and Year Salary($)(2) Bonus ($) Restricted All Other
Principal Position Stock Options Compensation
Award ($) (#) ($)
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Bruce A. Beesley,
President,Chief
Executive Officer
and Director
1997 $58,500 $2,898 --- --- $11,022(5)
1996 56,625 3,297 $53,935(3) 8,050(4) 12,359
1995 55,125 2,590 --- --- 9,628
<FN>
<PAGE>
(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.
(2) Includes director fees of $2,500 received by President Beesley during
fiscal 1997, 1996 and 1995.
(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 vest in five equal annual installments (the
first installment having vested 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 $22.00 closing price per share of the Common Stock on September
30, 1997, the 3,220 shares of Common Stock granted to Mr. Beesley
under the RRP had an aggregate market value of $70,840.
(4) On January 22, 1996, Mr. Beesley was granted 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 grant. These options are scheduled to vest
equally over a five year period with the first installment having
vested on January 22, 1997.
(5) Represents the Bank's payment of medical and life insurance premiums
of $4,935, as well as the Bank's contributions to its ESOP of $6,087
on behalf of President Beesley.
</FN>
</TABLE>
The following table sets forth information concerning the aggregate number
and value of stock options held by Mr. Beesley at September 30, 1997. No
stock appreciation rights have been granted by the Corporation to date.
<TABLE>
<CAPTION>
AGGREGATE OPTIONS EXERCISED IN LAST FISCAL YEAR AND FY-END OPTION VALUES
Number of Securities Value of Unexercised
Shares Underlying Unexercised In-the-Money Options
Acquired on Value Options at FY-End (#) FY-End ($)(1)
Exercise Realized
Name (#) ($) Exercisable Unexercisable Exercisable Unexercisable
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Bruce A. Beesley --- --- 1,610 6,440 $8,453 $33,810
<FN>
(1) Represents the aggregate market value of the stock options as of
September 30, 1997. The market value per share of the stock options
is the difference between the market price per share of the Common
Stock ($22.00 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, 1997, less the exercise price ($16.75
per share) of the stock options.
</FN>
</TABLE>
<PAGE>
EMPLOYMENT AGREEMENT
Mr. Beesley, President of the Corporation and the Bank, has an employment
agreement with the Bank. The employment agreement was entered into with Mr.
Beesley in connection with the Bank's mutual to stock conversion, and became
effective upon completion of the conversion, February 7, 1995. Mr. Beesley's
employment agreement is for a term of three years and provides for an annual
base salary in an amount not less than his current salary. 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 terminates upon the employee's death, for cause, in
certain events specified by OTS regulations, or by Mr. Beesley upon 90 days
notice to the Bank. For the year ended September 30, 1997, the disinterested
members of Bank's Board of Directors authorized the extension of President
Beesley's employment agreement for an additional year.
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, 1997, under circumstances entitling him to severance pay as
described above, he would have been entitled to receive a lump sum cash
payment of approximately $197,745.
CERTAIN TRANSACTIONS
The Corporation has followed a policy of granting consumer loans and
loans secured by the borrower's personal residence to officers, directors and
employees. All loans to executive officers and directors were made in the
ordinary course of business and on the same terms and conditions as those of
comparable transactions prevailing at the time, in accordance with the
Corporation's underwriting guidelines, and do not involve more than the normal
risk of collectibility or present other unfavorable features.
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
1997.
<PAGE>
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,
1998, 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, 1998.
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 September 2, 1998. 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.
<PAGE>
REVOCABLE PROXY
HOME BUILDING BANCORP, INC.
ANNUAL MEETING OF SHAREHOLDERS
January 29, 1998
The undersigned hereby appoints the members of the Board of Directors of
Home Building Bancorp, Inc. (the "Corporation"), and its survivors, 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 Thursday, January 29, 1998 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:
WITH- FOR ALL
FOR HOLD EXCEPT
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I. The election of Bruce A. Beesley and
C. Darrell Deem as directors for terms ------ ----- -----
to expire in the year 2001.
Instructions: To vote for all nominees mark the box "FOR" with an "X".
To withhold your vote for all nominees mark the box "WITHHOLD" with and
"X".
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To withhold your vote for an individual nominee mark the box "FOR ALL
EXCEPT" with an "X" and write the name of the nominee on the line
provided below for whom you wish to withhold your vote.
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FOR AGAINST ABSTAIN
II. The ratification of the appointment of Kemper
CPA Group LLC as independent auditors for ---- ------ -------
the Corporation for the fiscal year ending
September 30, 1998.
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 IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
This proxy may be revoked at any time before it is voted by delivering to
the Secretary of the Corporation, 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 Corporation common stock,
or by attending the Meeting and voting in person. Attendance at the Meeting
will not in itself constitute the 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. 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.
The undersigned 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 31, 1997 and the Corporation's Annual Report to
Shareholders for the fiscal year ended September 30, 1997.
Dated:
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PRINT NAME OF SHAREHOLDER PRINT NAME OF SHAREHOLDER
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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.
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PLEASE PROMPTLY COMPLETE, DATE, SIGN AND MAIL
THIS PROXY IN THE ENCLOSED POSTAGE-PAID ENVELOPE
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