SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [_]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, For Use of the
[_] Definitive Proxy Statement Commission Only (as permitted
[_] Definitive Additional Materials by Rule 14a-6(e)(2))
[_] Soliciting Material Pursuant to
Rule 14a-11(c) or Rule 14a-12
Home Building Bancorp, Inc.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[_] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
________________________________________________________________________________
1) Title of each class of securities to which transaction applies:
________________________________________________________________________________
2) Aggregate number of securities to which transaction applies:
________________________________________________________________________________
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
________________________________________________________________________________
4) Proposed maximum aggregate value of transaction:
________________________________________________________________________________
5) Total fee paid:
[_] Fee paid previously with preliminary materials:
________________________________________________________________________________
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
1) Amount previously paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
[HOME BUILDING BANCORP, INC. LETTERHEAD]
December 6, 1999
Dear Fellow Shareholder:
On behalf of the Board of Directors and management of Home Building
Bancorp, Inc., we cordially invite you to attend the annual meeting of
shareholders. The annual meeting will be held at 10:30 a.m. local time, on
January 17, 2000 at our main office located at 200 East Van Trees Street,
Washington, Indiana. The annual meeting will include management's report to you
on our 1999 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 annual 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 us additional
expense in soliciting proxies and will ensure that your shares are represented
at the annual 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
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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 17, 2000
Notice is hereby given that the annual meeting of shareholders of Home
Building Bancorp, Inc. will be held at our main office located at 200 East Van
Trees Street, Washington, Indiana, on January 17, 2000, at 10:30 a.m. local
time.
A proxy card and a proxy statement for the annual meeting are enclosed.
The annual meeting is for the purpose of considering and voting upon:
Proposal 1. The election of two directors of Home Building
Bancorp, each with a term of three years;
Proposal 2. The ratification of the appointment of Kemper CPA
Group LLC as independent auditors for Home Building
Bancorp for the fiscal year ending September 30,
2000; and
such other matters as may properly come before the annual meeting, or any
adjournments thereof. We are not aware of any other business to come before the
annual meeting.
Any action may be taken on the foregoing proposals at the annual
meeting on the date specified above, or on any date or dates to which the annual
meeting may be adjourned. Shareholders of record at the close of business on
November 17, 1999, are the shareholders entitled to vote at the annual 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 annual meeting in person.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Bruce A. Beesley
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BRUCE A. BEESLEY
President and Chief Executive Officer
Washington, Indiana
December 6, 1999
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IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE US THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES TO ENSURE A QUORUM AT THE ANNUAL MEETING.
A SELF-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 Van Trees Street
Washington, Indiana 47501
(812) 254-2641
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PROXY STATEMENT
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ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JANUARY 17, 2000
Home Building Bancorp, Inc.'s Board of Directors is using this proxy
statement to solicit proxies from the holders of Home Building Bancorp common
stock for use at our annual meeting of shareholders. We are first mailing this
proxy statement and the enclosed form of proxy to our shareholders on or about
December 6, 1999.
Certain of the information provided herein relates to our wholly owned
subsidiary, Home Building Savings Bank, FSB.
TIME AND PLACE OF THE ANNUAL MEETING; MATTERS TO BE CONSIDERED
Our annual meeting will be held as follows:
DATE: January 17, 2000
TIME: 10:30 a.m., central standard time
PLACE: Offices of Home Building Bancorp
200 East Van Trees Street
Washington, Indiana
At the annual meeting, shareholders are being asked to consider and
vote upon the following proposals:
o the election of two directors of Home Building Bancorp, each
with a term of three years;
o the ratification of the appointment of Kemper CPA Group LLC as
Home Building Bancorp's independent auditors for the fiscal
year ending September 30, 2000; and
any other matters that may properly come before the annual meeting. As of the
date of this proxy statement, we are not aware of any other business to be
presented for consideration at the annual meeting other than the matters
described above.
PROXIES AND PROXY SOLICITATION
If a shareholder properly executes the enclosed proxy, the proxies
named will vote the shares represented by that proxy at the annual 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 Home Building Bancorp, and "FOR" the appointment of Kemper CPA
Group LLC as Home Building Bancorp's independent auditors
<PAGE>
for the fiscal year ending September 30, 2000. As to any other matters presented
at the annual 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 Home Building Bancorp at the above address, on or
before the taking of the vote at the annual 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 or by attending the annual meeting and voting
in person. Attendance at the annual meeting will not in itself constitute the
revocation of a proxy.
We will pay the cost of soliciting proxies. In addition to solicitation
by mail, our directors, officers and employees may solicit proxies personally or
by facsimile, telegraph or telephone, without additional compensation. We 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 Home Building Bancorp common stock.
VOTING RIGHTS; VOTE REQUIRED
Shareholders of record as of the close of business on November 17, 1999
will be entitled to one vote on each matter presented for a vote at the annual
meeting for each share of Home Building Bancorp 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 annual meeting and entitled to vote on the
election of directors. Ratification of the appointment of Kemper CPA Group LLC
as independent auditors for the fiscal year ending September 30, 2000 requires
the affirmative vote of the majority of shares present in person or represented
by proxy at the annual 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 our independent 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 annual 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 our
independent auditors.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
As of November 17, 1999, we had 296,660 shares of common stock
outstanding and entitled to vote at the annual meeting. The following table sets
forth, as of November 17, 1999, information regarding share ownership of: (i)
those persons or entities known by management to beneficially own more than five
percent of common stock; (ii) each member of the Home Building Bancorp Board of
Directors; (iii) each executive officer of Home Building Bancorp named in the
Summary Compensation table appearing under "Executive Compensation" below and
(iv) all directors and officers as a group. The addresses of each of the
beneficial owners, except where otherwise indicated, is the same address as Home
Building Bancorp.
2
<PAGE>
<TABLE>
<CAPTION>
Shares
Beneficially Percent of
Beneficial Owners Owned(1) Class
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<S> <C> <C>
Home Building Bancorp, Inc. Employee Stock Ownership Plan 27,051(2) 9.12%
Amos and Lily Wittmer 21,305(3) 7.16
RR#2 Box 456
Montgomery, Indiana 47558
Bruce A. Beesley, President, Chief Executive Officer and 21,225(4) 7.04
Director
Blake L. Chambers, Director 24,206 8.14
Larry G. Wilson, Director 1,706 0.57
C. Darrell Deem, Director 7,206 2.42
Gregory L. Haag, Director 6,137 2.06
James E. Scheid, Director 2,537 0.85
Directors and executive officers as a group (7 persons) 68,455(5) 22.72
</TABLE>
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(1) 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 4,830 shares and 723 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 November 17, 1999 and (ii) 1,288 shares
and 192 shares of restricted common stock granted to President Beesley
and each non-employee director, respectively, as to which each
individual has shared voting and no dispositive power until such
restricted shares are vested and no longer subject to restriction.
(2) The amount reported represents shares of common stock held by the ESOP,
15,516 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.
(3) Mr. Wittmer was a director of Home Building Bancorp 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 193 shares of
restricted shares 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 626 shares which are
either currently exercisable or exercisable within 60 days of November
17, 1999.
(4) Mr. Beesley has (i) shared voting and dispositive power with respect to
11,288 shares held in two revocable trusts and (ii) sole voting and
shared dispositive power with the trustees of the ESOP with respect
3,175 shares allocated to Mr. Beesley under the ESOP.
(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 9,411 shares which are
either currently exercisable or exercisable within 60 days of November
17, 1999 and 2,505 shares of restricted common stock which each
individual has shared voting and no dispositive power until such
restricted shares are vested and no longer subject to restriction.
3
<PAGE>
PROPOSAL I -- ELECTION OF DIRECTORS
Our Board of Directors is currently composed of six members. One-third
of the Directors are elected annually to serve for a three-year term or until
their respective successors are elected and qualified.
The following table sets forth certain information regarding our 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 annual 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>
Term
Position(s) Held with Director to
Name Age(1) Home Building Bancorp Since(2) Expire
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<S> <C> <C> <C> <C>
NOMINEES
Gregory L. Haag 47 Director 1991 2003
James E. Scheid 57 Director 1973 2003
DIRECTORS CONTINUING IN OFFICE
Blake L. Chambers 47 Director 1991 2002
Larry G. Wilson 57 Director 1991 2002
Bruce A. Beesley 45 President, Chief Executive Officer 1988 2001
and Director
C. Darrell Deem 41 Director 1991 2001
</TABLE>
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(1) At September 30, 1999.
(2) Includes service as a director of the Bank.
The business experience of each director of Home Building Bancorp for
at least the past five years is set forth below.
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.
4
<PAGE>
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 Home Building
Bancorp since its incorporation in 1994. Mr. Beesley was appointed President of
Home Building Savings Bank in January 1990 and Chief Executive Officer in
September 1990. Mr. Beesley joined Home Building Savings 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.
MEETINGS AND COMMITTEES OF THE BOARDS OF DIRECTORS
Meetings and Committees of Home Building Bancorp. Meetings of Home
Building Bancorp'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, 1999, the
Board of Directors met eight times. During fiscal 1999, no incumbent director of
Home Building Bancorp 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 Home Building Bancorp has standing Audit,
Compensation and Nominating Committees.
The Audit Committee is responsible for the review of our annual audit
report prepared by our 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 1999, the Audit Committee
did not meet.
The Compensation Committee is currently composed of Directors Scheid
and Hagel. This Committee is responsible for administering the Home Building
Bancorp's 1995 Stock Option and Incentive Plan and the Recognition and Retention
Plan. This Committee met once during fiscal 1999.
The entire Board of Directors acts as a Nominating Committee for
selecting nominees for election as directors. Nominations of persons for
election to the Board of Directors may be made only by or at the direction of
the Board of Directors or by any shareholder entitled to vote for the election
of directors who complies with the notice procedures set forth in our Bylaws.
Pursuant to our Bylaws, nominations by shareholders must be delivered in writing
to the Secretary of Home Building Bancorp at least 30 days prior to the date of
the annual meeting.
Meetings and Committees of Home Building Savings Bank. The Board of
Directors generally meets monthly and held 12 meetings during the fiscal year
ended September 30, 1999. During fiscal 1999, no incumbent director of the Home
Building Savings 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.
5
<PAGE>
The principal standing committees of Home Building Savings Bank are the
Executive and Audit Committees. We also have other committees which meet as
needed to review various other functions.
Home Building Savings Bank Executive Committee exercises the powers of
the full Board of Directors between board meetings, except 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 Home Building Savings 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 Scheid and Haag. The committee
requires the agreement of two of the three members to act on any matter. The
Executive Committee met 12 times during fiscal 1999.
The Audit Committee meets quarterly to review reports from the banks
independent auditors. The Audit Committee also recommends the selection of Home
Building Savings Bank 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 Deem, Haag and Wilson.
This committee met four times during fiscal 1999.
DIRECTOR COMPENSATION
Directors of Home Building Bancorp do not receive compensation for
their service on Home Building Bancorp's Board of Directors or any committees.
During fiscal 1999, however, each member of Home Building Savings Bank 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 Home
Building Savings Bank attended. Non-employee directors of Home Building Savings
Bank's Executive Committee received $75 for each committee meeting attended and
members of Home Building Savings 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 Home Building Savings Bank. During fiscal 1999 President Beesley
did not collect any fees as he is an employee of Home Building Savings Bank.
Directors Emeriti, of which Home Building Savings Bank currently has four, are
paid $75 per meeting attended.
EXECUTIVE COMPENSATION
The following table sets forth information concerning the compensation
of Home Building Bancorp's Chief Executive Officer. No officer or employee of
our's received a salary and bonus in excess of $100,000 during fiscal 1999.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
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Long Term
Compensation
Annual Compensation(1) Awards
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Restricted All Other
Stock Options Compensation
Name and Principal Position Year Salary($)(2) Bonus ($) Award ($) (#) ($)
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<S> <C> <C> <C> <C> <C> <C>
Bruce A. Beesley, President, 1999 $63,750 $2,709 $--- --- $10,228(3)
Chief Executive Officer and 1998 60,875 2,899 --- --- 11,792
Director 1997 58,500 2,898 --- --- 11,022
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</TABLE>
(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 1999, 1998 and 1997.
(3) Represents the Home Building Savings Bank's payment of medical and life
insurance premiums of $5,196, as well as the Home Building Savings
Bank's contributions to its Employee Stock Ownership Plan of $5,032 on
behalf of President Beesley.
6
<PAGE>
The following table sets forth information concerning the aggregate
number and value of stock options held by Mr. Beesley at September 30, 1999. No
stock appreciation rights have been granted by us to date.
<TABLE>
<CAPTION>
AGGREGATE OPTIONS EXERCISED IN LAST FISCAL YEAR AND FY-END OPTION VALUES
- ---------------------------------------------------------------------------------------------------------------------------
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options
Shares Options at FY-End (#) FY-End ($)(1)
Acquired ----------------------------------------------------------------------------------
on Value
Exercise Realized
Name (#) ($) Exercisable Unexercisable Exercisable Unexercisable
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Bruce A. Beesley --- --- 4,830 3,220 $0 $0
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</TABLE>
(1) Represents the aggregate market value of the stock options as of
September 30, 1999. The market value per share of the stock options is
the difference between the market price per share of the Home Building
Bancorp common stock ($15.00 per share based upon the average of the
closing bid and asked price per share of the Home Building Bancorp
common stock as reported on the Nasdaq SmallCap Market on September 30,
1999, less the exercise price ($16.75 per share) of the stock option.
EMPLOYMENT AGREEMENT
Mr. Beesley, President of Home Building Bancorp and Home Building
Savings Bank, has an employment agreement with the Bank. The employment
agreement was entered into with Mr. Beesley in connection with Home Building
Savings 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
Home Building Savings 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 Home Building Savings Bank. For the
year ended September 30, 1999, the disinterested members of Home Building
Savings 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
Home Building Savings 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 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 Home Building Savings 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 Home Building Bancorp 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, 1999, under circumstances entitling him to severance pay as
described above, he would have been entitled to receive a lump sum cash payment
of approximately $209,000.
7
<PAGE>
CERTAIN TRANSACTIONS
We have 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 our 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 Home Building Savings
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 1999.
PROPOSAL II - RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITORS
We have again selected Kemper CPA Group LLC to be our independent
auditor for the fiscal year ending September 30, 1999, subject to the
ratification by our shareholders. A representative of Kemper CPA Group LLC is
expected to attend the annual 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 OUR AUDITORS FOR THE
FISCAL YEAR ENDING SEPTEMBER 30, 2000.
SHAREHOLDER PROPOSALS
In order to be eligible for inclusion in the proxy materials for next
year's annual meeting of shareholders, any shareholder proposal to take action
at such annual meeting must be received at the executive office located at 200
East Van Trees Street, Washington, Indiana 47501 no later than August 9, 2000.
Any such proposal shall be subject to the requirements of the proxy rules
adopted under the Securities Exchange Act of 1934, as amended. Otherwise, any
shareholder proposal to take action at such annual meeting must be received at
our executive office located at 200 East Van Trees Street, Washington, Indiana
47501 by November 17, 2000; provided, however, that in the event that the date
of the annual meeting is held before December 19, 2000, or after February 18,
2001, the shareholder proposal must be received not later than the close of
business on the later of the 60th day prior to such annual meeting or the tenth
day following the day on which notice of the date of the annual meeting was
mailed or public announcement of the date of such annual meeting was first made.
All shareholder proposals must also comply with our bylaws and Delaware law.
OTHER MATTERS
The Board of Directors is not aware of any business to come before the
annual meeting other than the matters described above in this proxy statement.
However, if any other matters should properly come before the annual meeting, it
is intended that holders of the proxies will act in accordance with their best
judgment.
8
<PAGE>
REVOCABLE PROXY
HOME BUILDING BANCORP, INC.
ANNUAL MEETING OF SHAREHOLDERS
January 17, 2000
The undersigned hereby appoints the members of the Board of Directors
of Home Building Bancorp, Inc., and its survivors, with full power of
substitution, to act as attorneys and proxies for the undersigned to vote all
shares of common stock which the undersigned is entitled to vote at the annual
meeting of shareholders, to be held on Monday, January 17, 2000 at the main
office of Home Building Bancorp, Inc., 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:
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FOR ALL
FOR WITHHOLD EXCEPT
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(1) The election of GREGORY L. HAAG and |_| |_| |_|
JAMES E. SCHEID as directors for terms to
expire in the year 2003.
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.
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FOR AGAINST ABSTAIN
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II The ratification of the appointment of |_| |_| |_|
Kemper CPA Group LLC as independent
auditors for Home Building Bancorp for
the fiscal year ending September 30, 2000.
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In their discretion, the proxies are authorized to vote on any other
business that may properly come before the annual meeting or any adjournment
thereof.
The Board of Directors recommends a vote "FOR" the listed proposals.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER(S). IF NO DIRECTION IS MADE, THIS
PROXY, IF PROPERLY EXECUTED, WILL BE VOTED FOR EACH OF THE PROPOSALS SET FORTH
HEREIN. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO OTHER BUSINESS
TO BE PRESENTED AT THE MEETING.
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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 Home Building Bancorp, on or before the taking of the vote
at the annual meeting, a written notice of revocation bearing a later date than
the proxy or a later dated proxy relating to the same shares of Home Building
Bancorp common stock, or by attending the annual meeting and voting in person.
Attendance at the annual 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 Home Building Bancorp, 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 Home Building
Bancorp, prior to the execution of this Proxy, of the Notice of the Annual
Meeting, a Proxy Statement dated December 6, 1999 and Home Building Bancorp's
Annual Report to Shareholders for the fiscal year ended September 30, 1999.
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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