<PAGE>
[HOME BUILDING BANCORP, INC. LETTERHEAD]
December 15, 1998
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 18, 1999 at the main office of
the corporation located at 200 East Van Trees Street, Washington, Indiana.
The annual meeting will include management's report to you on the
Corporation's 1998 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 Van Trees Street
Washington, Indiana 47501
(812) 254-2641
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held on January 18, 1999
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 Van Trees Street, Washington, Indiana, on
January 18, 1999, 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, 1999; and
such other matters as may properly come before the Meeting, or any adjournments
thereof. The Board of Directors is not aware of any other business to come
before the Meeting.
Any action may be taken on the foregoing proposals at the Meeting on the
date specified above, or on any date or dates to which the Meeting may be
adjourned. Shareholders of record at the close of business on November 25,
1998, 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 15, 1998
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 Van Trees Street
Washington, Indiana 47501
(812) 254-2641
_____________________
PROXY STATEMENT
_____________________
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JANUARY 18, 1999
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 Van Trees Street,
Washington, Indiana, on January 18, 1999, 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 15, 1998. 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 two 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, 1999.
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, 1999. 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 the Bank may solicit proxies personally or by facsimile,
telegraph or telephone, without additional compensation.
<PAGE>
Voting Rights; Vote Required
Shareholders of record as of the close of business on November 25,
1998 (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, 1999 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 311,660 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.
2
<PAGE>
Beneficial Owners Shares Beneficially Percent of
Owned Class
Home Building Bancorp, Inc.(1) 25,760 8.27%
Employee Stock Ownership Plan
200 East Van Trees Street
Washington, Indiana 47501
Blake Chambers, Esquire(2) 23,965 7.68%
206 Peoples Bank Building
Washington, Indiana 47501
Amos and Lily Wittmer(3) 20,967 6.72%
RR#2 Box 456
Montgomery, Indiana 47558
Bruce A. Beesley 18,795 5.97%
200 East Van Trees Street
Washington, Indiana 47501(4)
Directors and executive officers of 67,223 21.14%
the Corporation and the Bank as a
group (7 persons)(5)
________________________________
(1) The amount reported represents shares of Common Stock held by the Home
Building Bancorp, Inc. Employee Stock Ownership Plan (the "ESOP"), 11,768
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) As reported by Blake Chambers, in a statement as of March 25, 1995 on
Schedule 13D. 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 289 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 482 shares of
Common Stock which options are either currently exercisable or
exercisable within 60 days of the Voting Record Date.
(3) As reported by Amos and Lily Wittmer, in a statement as of March 8, 1995
on Schedule 13D. Mr. Wittmer was a director of the Corporation until his
retirement. 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 290 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 482 shares of Common Stock which options
are either currently exercisable or exercisable within 60 days of the
Voting Record Date.
(4) As reported by Bruce A. Beesley, in a statement as of January 30, 1998 on
Schedule 13D. Mr. Beesley is the President, Chief Executive Officer and
a director of the Corporation. Mr. Beesley has (i) sole voting and
dispositive power with respect to 1,288 vested shares of Common Stock
granted through the RRP; (ii) shared voting and dispositive power with
respect to 10,000 shares of Common Stock owned jointly with his spouse;
3
<PAGE>
(iii) shared voting but no dispositive power with respect to the 1,932
shares of unvested, restricted Common Stock under the RRP; (iv) sole
voting and dispositive power with respect to vested options to purchase
3,220 shares of Common Stock granted pursuant to the Stock Option Plan
and (v) sole voting and shared dispositive power with the trustees of the
ESOP with respect 2,355 shares of Common Stock allocated to Mr. Beesley
under the ESOP. Included in the shares reported as beneficially owned by
Mr. Beesley are options to purchase 3,220 shares of Common Stock which
options are either currently exercisable or exercisable within 60 days of
the Voting Record Date.
(5) 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 6,274 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 8,565 shares
reported as beneficially owned by Director Thomas L. Hagel, who is
retiring from the Board of Directors of the Corporation effective as of
the date of the Meeting.
PROPOSAL I -- ELECTION OF DIRECTORS
The Corporation's Board of Directors is currently composed of six 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 January 18, 1999, Director Thomas L. Hagel will retire and resign as
A director of the Corporation. The Board of Directors has adopted a
resolution, effective simultaneously with Director Hagel's retirement, to amend
the Corporation's bylaws to decrease the number of directors from seven
members to six members. Accordingly, as of the date of the Meeting, there
will not be a vacancy on the Board of directors resulting from the resignation
of Mr. Hagel.
The following table sets forth certain information regarding 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.
4
<PAGE>
Shares of
Term Common Stock
Position(s) Held Director to Beneficially Percent
Name Age(1) in the Corporation Since(2) Expire Owned(3) of Class
NOMINEES
Blake L. Chambers 46 Director 1991 2002 23,965 7.68%
Larry G. Wilson 56 Director 1991 2002 1,465 .47%
DIRECTORS CONTINUING IN OFFICE
Bruce A. Beesley 44 President and 1988 2001 18,795 5.97%
Chief Executive
Officer
C. Darrell Deem 40 Director 1991 2001 6,965 2.23%
Gregory L. Haag 46 Director 1991 2000 9,965 3.19%
James E. Scheid 56 Director 1973 2000 2,222 .71%
_________________
(1) At September 30, 1998.
(2) Includes service as a director of the Bank.
(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 482 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) 1,932 shares
and 289 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.
The business experience of each director of the Corporation for at least the
past five years is set forth below.
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.
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 16
years.
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.
5
<PAGE>
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.
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.
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, 1998, the Board of
Directors met nine times. During fiscal 1998, 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 Hagel, Wilson, Haag and Deem served on this
Committee. During fiscal 1998, the Audit Committee did not meet at the
Corporation level. The subsidiary Bank's Audit Committee has the identical
make-up. The Bank's Audit Committee met six times during fiscal 1998.
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 1998.
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.
6
<PAGE>
Meetings and Committees of the Bank. The Bank's Board of Directors generally
meets monthly and held twelve meetings during the fiscal year ended September
30, 1998. During fiscal 1998, no incumbent director of the Bank attended fewer
than 75% of the aggregate of the total number of Board meetings and the total
number of meetings held by the committees of the Board of Directors on which he
served.
The principal standing committees of the Bank are the 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 consisted of
President Beesley and Directors Hagel, Scheid and Haag. The committee requires
the agreement of two of the three members to act on any matter. The Executive
Committee met twelve times during fiscal 1998.
The Audit Committee meets quarterly to review reports from the bank's
independent auditors. 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
six times during fiscal 1998.
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 1998,
however, each member of the Bank's Board of Directors received an annual fee of
$2,500 per year. 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 1998 President Beesley did
not collect any fees as he is an employee of the Bank. Directors Emeriti, of
which the Bank currently has four, are paid $75 per meeting attended.
7
<PAGE>
Executive Compensation
The following table sets forth information concerning the compensation of the
Corporation's Chief Executive Officer. No other officer or employee of the
Corporation or the Bank received a salary and bonus in excess of $100,000
during fiscal 1998.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long Term
Annual Compensation(1) Compensation
Awards
Name and Principal Position Year Salary($)(2) Bonus ($) Restricted All Other
Stock Options Compensation
Award ($) (#) ($)
<S> <C> <C> <C> <C> <C> <C>
Bruce A. Beesley, President, 1998 $60,875 $2,899 --- --- $11,792(5)
Chief Executive Officer and 1997 58,500 2,898 --- --- 11,022
Director 1996 56,625 2,590 $53,935(3) 8,050(4) 12,359
<FN>
(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 1998, 1997 and 1996.
(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
$18.50 closing price per share of the Common Stock on September 30, 1998,
the 3,220 shares of Common Stock granted to Mr. Beesley under the RRP had
an aggregate market value of $59,570.
(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
$5,712, as well as the Bank's contributions to its ESOP of $6,080 on
behalf of President Beesley.
</FN>
</TABLE>
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<PAGE>
The following table sets forth information concerning the aggregate number and
value of stock options held by Mr. Beesley at September 30, 1998. No stock
appreciation rights have been granted by the Corporation to date.
AGGREGATE OPTIONS EXERCISED IN LAST FISCAL YEAR AND FY-END OPTION VALUES
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options
Shares Options at FY-End (#) FY-End ($)(1)
Acquired
On Value
Exercise Realized
Name (#) ($) Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C> <C> <C>
Bruce A. Beesley --- --- 3,220 4,830 $5,635 $8,453
<FN>
(1) Represents the aggregate market value of the stock options as of September
30, 1998. The market value per share of the stock options is the
difference between the market price per share of the Common Stock ($18.50
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, 1998, less the exercise price ($16.75 per share) of the stock
options.
</FN>
</TABLE>
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, 1998, 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.
9
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Based on his current salary, if Mr. Beesley had been terminated as of September
30, 1998, under circumstances entitling him to severance pay as described
above, he would have been entitled to receive a lump sum cash payment of
approximately $203,000.
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 1998.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires the Corporation's
directors and executive officers, and persons who own more than 10% of a
registered class of the Corporation's equity securities, to file with the SEC
initial reports of ownership and reports of changes in ownership of Common
Stock and other equity securities of the Corporation. Officers, directors and
greater than 10% shareholders are required by SEC regulation to furnish the
Corporation with copies of all Section 16(a) forms they file.
To the Corporation's knowledge, based solely on a review of the copies of such
reports furnished to the Corporation and written representations that no other
reports were required, all Section 16(a) filing requirements applicable to its
officers, directors and greater than 10 percent beneficial owners were complied
with during the fiscal year ended September 30, 1998.
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,
1999, 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, 1999.
10
<PAGE>
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 Van Trees Street, Washington, Indiana 47501, no later than September
4, 1999. Any such proposal shall be subject to the requirements of the proxy
rules adopted under the Securities Exchange Act of 1934, as amended. If a
proposal does not meet the above requirements for inclusion in the
Corporation's proxy materials, but otherwise meets the Corporation's
eligibility requirements to be presented at the next Annual Meeting of
Stockholders, the persons named in the enclosed form of proxy and acting
thereon will have the discretion to vote on any such proposal in accordance
with their best judgement if the proposal is received at the Corporation's main
office later than December 20, 1999.
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.
11
REVOCABLE PROXY
HOME BUILDING BANCORP, INC.
ANNUAL MEETING OF SHAREHOLDERS
January 18, 1999
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
Monday, January 18, 1999 at the main office of the Corporation, located at 200
East Van Trees Street, Washington, Indiana at 10:30 A.M. local time, and at any
and all adjournments thereof, as follows:
FOR WITHHOLD FOR ALL
EXCEPT
I. The election of Blake L. Chambers
and Larry G. Wilson as directors
for terms to expire in the year 2002.
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.
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.
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, 1999.
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.
<PAGE>
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 Van Trees 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 15, 1998 and the Corporation's Annual Report to
Shareholders for the fiscal year ended September 30, 1998.
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
_____________________________________________________
