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 [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential. For Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
SOBIESKI BANCORP, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- ------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ X ] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(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.
<PAGE>
(1) Amount Previously paid:
(2) Form, Schedule or Registration Statement no.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
SOBIESKI BANCORP, INC.
September 24, 1999
Dear Fellow Stockholder:
On behalf of the Board of Directors and management of Sobieski Bancorp,
Inc., I cordially invite you to attend the Annual Meeting of Stockholders. The
meeting will be held at 2:00 p.m., local time, on October 19, 1999 at the
Company's main office, located at 2930 W. Cleveland Road, South Bend, Indiana.
An important aspect of the meeting process is the stockholder vote on
corporate business items. I urge you to exercise your rights as a stockholder to
vote and participate in this process. Stockholders are being asked to elect two
directors and ratify the appointment of PricewaterhouseCoopers LLP as the
Company's independent auditors. The Board of Directors recommends that you vote
FOR the Board's nominees for election as directors and FOR the ratification of
the appointment of PricewaterhouseCoopers LLP as the Company's independent
auditors.
In addition to the stockholder vote on corporate business items, the
meeting will include management's report to you on Sobieski Bancorp, Inc.'s 1999
financial and operating performance.
I encourage you to attend the meeting in person. Whether or not you
attend the meeting, please read the enclosed proxy statement and then complete,
sign and date the enclosed proxy card and return it in the postage prepaid
envelope provided. This will save Sobieski Bancorp, Inc. additional expense in
soliciting proxies and will ensure that your shares are represented. Please note
that you may vote in person at the meeting even if you have previously returned
the proxy.
Thank you for your attention to this important matter.
Sincerely,
/s/Thomas F. Gruber
Thomas F. Gruber
President and Chief Executive Officer
<PAGE>
SOBIESKI BANCORP, INC.
2930 W. Cleveland Road
South Bend, Indiana 46628
(219) 271-8300
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be Held on October 19, 1999
Notice is hereby given that the Annual Meeting of Stockholders (the
"Meeting") of Sobieski Bancorp, Inc. (the "Company") will be held at the
Company's main office, located at 2930 W. Cleveland Road, South Bend, Indiana at
2:00 p.m., South Bend, Indiana time, on October 19, 1999.
A Proxy Card and a Proxy Statement for the Meeting are enclosed.
The Meeting is for the purpose of considering and acting upon:
1. the election of two directors of the Company;
2. the ratification of the appointment of PricewaterhouseCoopers LLP
as the independent auditors of the Company for the fiscal year
ending June 30, 2000;
and such other matters as may properly come before the Meeting, or any
adjournments or postponements 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 or postponed. Stockholders of record at the close of business on
September 13, 1999 are the stockholders entitled to vote at the Meeting and any
adjournments or postponements thereof.
You are requested to complete and sign 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/Thomas F. Gruber
Thomas F. Gruber
President and Chief Executive Officer
South Bend, Indiana
September 24, 1999
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IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES TO ENSURE A QUORUM AT THE 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>
PROXY STATEMENT
Sobieski Bancorp, Inc.
2930 W. Cleveland Road
South Bend, Indiana 46628
(219) 271-8300
ANNUAL MEETING OF STOCKHOLDERS
October 19, 1999
This Proxy Statement is furnished in connection with the solicitation
on behalf of the Board of Directors of Sobieski Bancorp, Inc. (the "Company"),
the parent company of Sobieski Federal Savings and Loan Association of South
Bend ("Sobieski Federal" or the "Association"), of proxies to be used at the
Annual Meeting of Stockholders of the Company (the "Meeting") which will be held
at the Company's main office, located at 2930 W. Cleveland Road, South Bend,
Indiana, on October 19, 1999, at 2:00 p.m., South Bend, Indiana time, and all
adjournments or postponements of the Meeting. The accompanying Notice of Annual
Meeting, this Proxy Statement and the enclosed form of proxy are first being
mailed to stockholders on or about September 24, 1999.
At the Meeting, stockholders of the Company are being asked to consider
and vote upon (i) the election of two directors and (ii) the ratification of the
appointment of PricewaterhouseCoopers LLP as independent auditors for the
Company for the fiscal year ending June 30, 2000.
Vote Required and Proxy Information
All shares of the Company's common stock represented at the Meeting by
properly executed proxies received prior to or at the Meeting, and not revoked,
will be voted at the Meeting in accordance with the instructions thereon. If no
instructions are indicated, properly executed proxies will be voted for the
director nominees named in this Proxy Statement and for the ratification of the
appointment of PricewaterhouseCoopers LLP as independent auditors for the
Company. The Company does not know of any matters, other than as described in
the Notice of Annual Meeting, that are to come before the Meeting. If any other
matters are properly presented at the Meeting for action, the Board of
Directors, as proxy for the stockholder, will have the discretion to vote on
such matters in accordance with their best judgment.
Directors will be elected by a plurality of the votes cast. The
ratification of the appointment of Pricewaterhouse Coopers LLP as the Company's
independent auditors requires the affirmative vote of a majority of the votes
cast on the matter. In the election of directors, stockholders may either vote
"FOR" both nominees for election or withhold their votes from either nominee or
both nominees for election. Votes that are withheld and shares held by a broker,
as nominee, that are not voted (so-called "broker non-votes") in the election of
directors will not be included in determining the number of votes cast. For the
proposal to ratify the appointment of the independent auditors, stockholders may
vote "FOR," "AGAINST" or "ABSTAIN" with respect to this proposal. Proxies marked
to abstain will have the same effect as votes against the proposal, and broker
non-votes will have no effect on the proposal. The holders of at least one-third
of the outstanding shares of the common stock, present in person or represented
by proxy, will constitute a quorum for purposes of the Meeting. Proxies marked
to abstain and broker non-votes will be counted for purposes of determining a
quorum.
A proxy given pursuant to the solicitation may be revoked at any time
before it is voted. Proxies may be revoked by: (i) filing with the Secretary of
the Company at or before the Meeting a written notice of revocation bearing a
later date than the proxy, (ii) duly executing a subsequent proxy relating to
the same shares and delivering it to the Secretary of the Company at or before
the Meeting, or (iii) attending the Meeting and voting in person (although
<PAGE>
attendance at the Meeting will not in and of itself constitute revocation of a
proxy). Any written notice revoking a proxy should be delivered to Secretary,
Sobieski Bancorp, Inc., 2930 W. Cleveland Road, South Bend, Indiana 46628.
Voting Securities and Certain Holders Thereof
Stockholders of record as of the close of business on September 13,
1999 will be entitled to one vote for each share of common stock then held. As
of that date, there were 725,832 shares of common stock issued and outstanding.
The following table sets forth, as of September 13, 1999, information regarding
share ownership of (i) those persons or entities known by management to
beneficially own more than five percent of the common stock and (ii) all
directors and executive officers of the Company and the Association as a group.
For information regarding the beneficial ownership of common stock by the
directors of the Company, see "Proposal I. Election of Directors."
<TABLE>
<CAPTION>
Shares
Beneficially Percent
Beneficial Owner Owned of Class
---------------- ----- --------
<S> <C> <C>
Sobieski Bancorp, Inc. Employee Stock Ownership Plan 77,280(1) 10.65%
2930 W. Cleveland Road
South Bend, Indiana 46628
John Hancock Mutual Life Insurance Company and 40,000(2) 5.51
John Hancock Subsidiaries, Inc.
P.O. Box 111
Boston, Massachusetts 02117
and
The Berkeley Financial Group and
John Hancock Advisers, Inc.
101 Huntington Avenue
Boston, Massachusetts 02199
Directors and executive officers of the Company 144,621(3) 18.88
and the Association, as a group (10 persons)
</TABLE>
- ------------------------
(1) The amount reported represents shares held by the Company's Employee Stock
Ownership Plan ("ESOP"), 34,104 of which have been allocated to the
accounts of participants. First Source Bank, South Bend, Indiana, the
trustee of the ESOP, may be deemed to beneficially own the shares held by
the ESOP which have not been allocated to accounts of participants.
Participants in the ESOP are entitled to instruct the trustee as to the
voting of shares allocated to their accounts under the ESOP. Unallocated
shares held by the ESOP are voted by the trustee in the same manner that
the trustee is instructed to vote by a majority of the plan participants
who instruct the trustee as to the manner of voting the shares allocated to
their plan accounts.
(2) As reported by John Hancock Mutual Life Insurance Company ("JHMLIC"),
JHMLIC's wholly-owned subsidiary, John Hancock Subsidiaries, Inc. ("JHSI"),
JHSI's wholly-owned subsidiary, The Berkeley Financial Group ("TBFG"), and
TBFG's wholly-owned subsidiary, John Hancock Advisers, Inc., ("JHA") in a
statement as of December 31, 1997 on a Schedule 13G filed with the
Securities and Exchange Commission (the "SEC"). JHMLIC, JHSI and TBFG
reported indirect beneficial ownership of these shares. JHA reported sole
voting and investment powers as to all of such shares.
(3) Amount includes shares held directly, as well as shares held jointly with
family members, shares held in retirement accounts, shares held in a
fiduciary capacity or by certain family members, with respect to which the
group members may be deemed to have sole or shared voting and/or investment
powers. Amount also includes 40,176 shares subject to options granted under
the Company's 1995 Stock Option and Incentive Plan (the "Stock Option
Plan") currently exercisable or which will become exercisable within 60
days of September 13, 1999 and 15,853 shares awarded as restricted shares
under the Company's Recognition and Retention Plan (the "RRP") that have
vested or will vest within 60 days of September 13, 1999 (and which have or
will become free of all restrictions originally placed thereon).
2
<PAGE>
PROPOSAL I - ELECTION OF DIRECTORS
The Company's Board of Directors is presently composed of seven
members, each of whom is also a director of the Association. The directors are
divided into three classes. Directors of the Company are generally elected to
serve for three-year terms which are staggered to provide for the election of
approximately one-third of the directors each year.
The following table sets forth certain information regarding the
Company'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 the nominee) will be voted at the Meeting for
the election of the nominees identified below. If any nominee is unable to
serve, the shares represented by all such proxies will be voted for the election
of such substitute as the Board of Directors may recommend. At this time, the
Board of Directors knows of no reason why any nominee might be unable to serve,
if elected. Except as disclosed in this Proxy Statement, there are no
arrangements or understandings between any director or nominee and any other
person pursuant to which the director or nominee was selected.
<TABLE>
<CAPTION>
Shares of Common
Age at Term Stock-Beneficially Percent
June 30, Director to Owned at of
Name 1999 Position(s) Held Since(1) Expire September 13, 1999(2) Class
---- ---- ---------------- -------- ------ --------------------- -----
NOMINEES
<S> <C> <C> <C> <C> <C>
Thomas F. Gruber 56 President and Chief Executive 1981 2002 27,865 3.76%
Officer and Director
Joseph F. Nagy 51 Vice Chairman and Director 1985 2002 13,310 1.82
<CAPTION>
DIRECTORS CONTINUING IN OFFICE
<S> <C> <C> <C> <C> <C>
George J. Aranowski 68 Director 1973 2000 15,410 2.11
Robert J. Urbanski 47 Chairman of the Board 1991 2000 35,011 4.80
Richard J. Cullar 44 Director 1999 2001 500 .07
Leonard J. Dobosiewicz 58 Director 1977 2001 12,410 1.70
Joseph A. Gorny 57 Director 1993 2001 25,410 3.48
</TABLE>
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(1) Includes service as a director of the Association.
(2) Includes shares held directly, as well as shares held in retirement
accounts, held by certain members of the named individuals' families, or
held by trusts of which the named individual is a trustee or substantial
beneficiary, with respect to which shares the named individuals may be
deemed to have sole or shared voting and/or investment powers. Also
includes 15,456, 3,864, 3,864, 3,864, 3,864 and 3,864 shares which Messrs.
Gruber, Nagy, Aranowski, Urbanski, Dobosiewicz and Gorny, respectively,
currently or will within 60 days of September 13, 1999 have the right to
acquire pursuant to stock options granted under the Stock Option Plan and
6,183, 1,546, 1,546, 1,546, 1,546 and 1,546 shares awarded as restricted
stock under the RRP to Messrs. Gruber, Nagy, Aranowski, Urbanski,
Dobosiewicz and Gorny, respectively, which have vested or will vest within
60 days of September 13, 1999 (and which have or will become free of all
restrictions originally placed thereon).
The business experience of each director and director nominee is set
forth below. All directors and director nominees have held their present
positions for at least the past five years, except as otherwise indicated.
Thomas F. Gruber. Mr. Gruber became the President and Chief Executive
Officer of the Company and the Association in September 1996. Prior to becoming
President and Chief Executive Officer, Mr. Gruber was the State Editor of the
South Bend Tribune.
Joseph F. Nagy. Mr. Nagy is the Auditor of St. Joseph County, Indiana.
George J. Aranowski. Mr. Aranowski is a public accountant with his own
accounting practice.
3
<PAGE>
Robert J. Urbanski. Mr. Urbanski is President of Trans Tech Electric
Co., an electrical contractor in South Bend.
Richard J. Cullar. Mr. Cullar is President of Beres & Cullar, P.C., a
public accounting firm.
Leonard J. Dobosiewicz. Mr. Dobosiewicz has been in the maintenance
profession at local schools.
Joseph A. Gorny. Mr. Gorny is in the real estate business and is also
the owner of a liquor store.
Board of Directors' Meetings and Committees
Board and Committee Meetings of the Company. Meetings of the Company's
Board of Directors are held on at least a quarterly basis. The Board of
Directors met 12 times during the fiscal year ended June 30, 1999. During fiscal
1999, no incumbent director of the Company attended fewer than 75% 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 Board of Directors of the Company has standing Audit and
Compensation Committees.
The Audit Committee recommends independent auditors to the Board and
reviews the results of the auditors' services. The members of the Audit
Committee are Directors Aranowski, Cullar, Nagy and Urbanski. During fiscal
1999, this committee met five times.
The Compensation Committee is currently comprised of Directors
Aranowski, Cullar, Nagy and Urbanski. The Compensation Committee is responsible
for administering the Stock Option Plan and the RRP. The Compensation Committee
met three times during fiscal 1999.
The entire Board of Directors acts as a nominating committee for
selecting nominees for election as directors. While the Board of Directors of
the Company will consider nominees recommended by stockholders, the Board has
not actively solicited such nominations. The Board of Directors met one time in
fiscal 1999 in its capacity as a nominating committee.
Pursuant to the Company's bylaws, nominations for directors by
stockholders must be made in writing and delivered to the Secretary of the
Company at least 90 days prior to the meeting date. If, however, less than 100
days' notice or prior public disclosure of the date of the meeting is given or
made to stockholders, nominations must be received by the Company not later than
the close of business on the tenth day following the later of the day on which
notice of the date of the meeting was mailed or public disclosure of the date of
the meeting was made. In addition to meeting the applicable deadline,
nominations must be accompanied by certain information specified in the
Company's bylaws.
Board and Committee Meetings of the Association. Meetings of the
Association's Board of Directors are generally held on a monthly basis. The
Board of Directors of the Association held 12 meetings during the year ended
June 30, 1999. No incumbent director attended fewer than 75% of the total number
of meetings held by the Board of Directors and by all committees of the Board of
Directors on which he served during the year.
Director Compensation
Fees. Directors are paid $500 per month for each meeting of the
Company's Board of Directors attended and an additional $500 for each meeting of
the Association's Board of Directors attended. Directors are also paid a fee of
$100 for each Board committee meeting attended. In addition, during fiscal 1999,
Mr. Urbanski received $400 per month for serving as Chairman of the Board of
Directors of the Company and Mr. Nagy received $200 per month for serving as
Vice Chairman of the Board of Directors of the Company. As noted above, each
director of the Company also serves as a director of the Association.
4
<PAGE>
Stock Options and Restricted Stock. Upon his appointment to the Board
of Directors, Director Cullar was granted on January 21, 1999 a ten-year option
to purchase 4,830 shares of common stock at an exercise price of $13.125 per
share (the fair market value of the common stock on the date of grant). The
option is scheduled to vest in 20% annual increments on January 21, 2000, 2001,
2002, 2003 and 2004, respectively. On January 21, 1999, Director Cullar was also
awarded 1,932 restricted shares of the Company's common stock. The shares are
scheduled to vest in 20% annual increments on January 21, 2000, 2001, 2002, 2003
and 2004, respectively.
Fee Continuation Plans. Effective July 1, 1998, the Company adopted the
Sobieski Bancorp, Inc. Fee Continuation Plan for Retired Directors and the
Association adopted the Sobieski Federal Fee Continuation Plan for Retired
Directors. The plans operate in the same manner and each plan provides for
payment of a specified amount to each eligible director upon the occurrence of
the later of (i) the director's attainment of age 70 or (ii) the termination of
the director as a member of the Company's Board of Directors (under the
Company's plan) or the Association's Board of Directors (under the Association's
plan) ("Payment Event"). Specifically, upon the occurrence of a Payment Event
with respect to an eligible director, the director will be entitled to be paid
approximately $333 per month under each plan ($666 under both plans) for ten
years, beginning on the first day of the month following the Payment Event. The
Company and the Association will maintain life insurance contracts on the
directors to provide funding for their retirement obligations under the plans.
To be eligible to participate in the plans, a person must have been a
member of the Company's Board of Directors (for the Company's plan) or the
Association's Board of Directors (for the Association's plan) as of June 30,
1998, or have become a member of the Company's or the Association's Board of
Directors after June 30, 1998 and serve in that capacity for five full
consecutive years. Each plan provides that if an eligible director's death
occurs before commencement of the payments described above or while the payments
are being made to the director, then the director's spouse will be entitled to
receive such benefits as if the director were alive. If the deceased eligible
director had no spouse, all benefits will terminate upon the director's death.
As noted above, each director of the Company is also a director of the
Association.
Executive Compensation
The Company has not paid any compensation to its executive officers
since its formation. However, the Company does reimburse the Association for
services performed on behalf of the Company by its officers. The Company does
not presently anticipate paying any compensation to such persons until it
becomes actively involved in the operation or acquisition of businesses other
than the Association.
The following table sets forth information concerning the compensation
paid or accrued by the Association for services rendered by Thomas F. Gruber,
the Company's and the Association's Chief Executive Officer. No executive
officer of the Company or the Association earned a salary and bonus for fiscal
1999 in excess of $100,000.
<TABLE>
<CAPTION>
======================================================================================================================
Summary Compensation Table
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Long-Term Compensation
Annual Compensation Awards
- ------------------------------------------------------------------------- --------------------------
Other Annual Restricted All Other
Fiscal Salary Bonus Compensation Stock Options/ Compensation
Name and Principal Position Year ($)(1) ($) ($) Awards ($) SARs (#) ($)(3)
--------------------------- ---- ------ --- --- ---------- -------- ------
<S> <C> <C> <C> <C> <C> <C> <C>
Thomas F. Gruber, President 1999 $85,031 $--- --- $ --- --- $19,714
and Chief Executive Officer 1998 79,688 --- --- --- --- 14,669
1997 63,370 --- --- 98,532(2) 19,320 ---
======================================================================================================================
</TABLE>
- --------------
(1) Amounts include fees of $18,390, $18,000 and $18,380 for Mr. Gruber's
service as a director of the Company and the Association during fiscal
1999, 1998 and 1997, respectively.
(2) Based on the $12.75 average of the closing bid and ask price per share
of the common stock on September 30, 1996, the date of grant. With
respect to the 7,728 shares of restricted stock granted on September
30, 1996, 20 percent vested on September 30, 1997, an additional 20
percent vested on September 30, 1998 and the remaining shares are
scheduled to vest in equal installments
5
<PAGE>
on September 30, 1999, 2000 and 2001. While a director of the Company,
Mr. Gruber was awarded on October 25, 1995, 1,932 shares of restricted
stock (the value of which, on the date of grant (based on the $12.625
average of the closing bid and ask price per share of the common stock
on the date of grant) was $24,392). Sixty percent of the 1,932
restricted shares have vested, with 20 percent vesting on each of
October 25, 1996, 1997 and 1998, respectively. The remaining unvested
shares are scheduled to vest in equal installments on October 25, 1999
and 2000, respectively. Dividends are paid on the restricted shares
held by Mr. Gruber to the same extent and on the same date as dividends
are paid on all other outstanding shares of the common stock. Based on
the closing price per share of the common stock on June 30, 1999
($14.375), the 5,408 restricted shares held by Mr. Gruber as of that
date had an aggregate market value of $77,740.
(3) For 1999 and 1998, includes employer contributions under the
Association's 401(k) Plan of $974 and $941, respectively, term life
insurance premiums paid by the Association for Mr. Gruber's benefit of
$2,552 and $1,276, respectively, and allocations for 1999 and 1998 to
Mr. Gruber's ESOP account valued at $16,188 and $12,452, respectively.
The following table sets forth information regarding stock options
exercised by Mr. Gruber during fiscal 1999 and the number and value of
unexercised stock options held by Mr. Gruber at June 30, 1999.
<TABLE>
<CAPTION>
=====================================================================================================================
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END
OPTION/SAR VALUES
- ---------------------------------------------------------------------------------------------------------------------
Value of
Number of Unexercised
Unexercised In-the-Money
Options/SARs at Options/SARs at
FY-End (#) FY-End ($)
Shares --------------------------------------------------------------
Acquired
on Value
Exercise Realized
Name (#) ($) Exercisable Unexercisable Exercisable Unexercisable
- ---- -------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Thomas F. Gruber --- --- 10,626 13,524 $17,630(1) $22,218(1)
=====================================================================================================================
</TABLE>
- -------------
(1) Represents the difference between the aggregate fair market value of the
shares underlying the options as of June 30, 1999 and the aggregate exercise
price.
Employment Agreement with Mr. Gruber. On September 30, 1996, the
Association entered into an employment agreement with Mr. Gruber providing for
an initial term of three years (the "Employment Agreement"). The Employment
Agreement provides for an annual salary in an amount not less than Mr. Gruber's
salary as of the date on which the Employment Agreement was executed and
provides for an annual extension of the term of the Employment Agreement by one
year on each anniversary of its execution, subject to the performance of an
annual formal evaluation by disinterested members of the Board of Directors of
the Association. The term of Employment Agreement has been extended pursuant to
this provision on each anniversary of the agreement's execution that has
occurred to date. The Employment Agreement also provides for termination in the
event of Mr. Gruber's death, for cause or in certain events specified by the
regulations of the Office of Thrift Supervision. The Employment Agreement is
also terminable by Mr. Gruber upon 90 days' notice to the Association.
The Employment Agreement provides for payment to Mr. Gruber of an
amount equal to 299% of his five- year average base compensation, if his
employment is involuntarily terminated in connection with or within 12 months
after a "change in control" of the Association or the Company. If Mr. Gruber's
employment had been
6
<PAGE>
terminated as of June 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 $237,206.
Supplemental Executive Retirement Plan. Effective July 1, 1998, the
Association adopted the Sobieski Federal Savings and Loan Association
Supplemental Executive Retirement Plan (the "SERP") for the benefit of Mr.
Gruber. The SERP provides for payment of a specified amount to Mr. Gruber, as
President of the Association, upon the occurrence of the later of (i) Mr.
Gruber's attainment of age 65 or (ii) the termination (other than for cause) of
Mr. Gruber as President of the Association ("Payment Event"). Specifically, upon
the occurrence of a Payment Event, Mr. Gruber will be entitled to begin
receiving payment of an amount equal to two percent of his base annual salary in
effect as of the date of termination of his employment as President of the
Association, multiplied by the number of full years he was employed as President
of the Association, beginning on June 30, 1998 and ending on the effective date
of termination (the "Benefit"). The Benefit will be paid to Mr. Gruber for each
of the ten years following the Payment Event and will be paid monthly beginning
on the first day of the month following the Payment Event. The Association will
maintain a life insurance contract on Mr. Gruber to provide funding for the
Association's retirement obligations under the SERP.
To be eligible to receive the Benefit, Mr. Gruber must serve as
President of the Association for a period of five consecutive years, beginning
on June 30, 1998 and ending on June 29, 2003. The Fee Continuation Plan provides
that if Mr. Gruber dies before commencement of payment of the Benefit, or while
the Benefit is being paid, then Mr. Gruber's spouse will be entitled to receive
such payments as if Mr. Gruber were alive.
Certain Transactions
The Association has followed a policy of granting loans to eligible
directors, officers, employees and members of their immediate families for the
financing of their personal residences and for other purposes. All loans to
directors and executive officers are required to be made in the ordinary course
of business and on substantially the same terms, including collateral and
interest rates, as those prevailing at the time for comparable transactions and
do not involve more than the normal risk of collectibility. Directors and
officers are, however, as are employees of the Association, generally entitled
to a 1% reduction in the interest rate on any loan secured by their primary
residence from the then current market interest rate, as long as they continue
to serve as a director, officer or employee. All loans to directors and officers
were performing in accordance with their terms at June 30, 1999.
PROPOSAL II - RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors of the Company has appointed
PricewaterhouseCoopers LLP, independent accountants, to be the Company's
independent auditors for the fiscal year ending June 30, 2000. Representatives
of PricewaterhouseCoopers LLP are expected to attend the Meeting to respond to
appropriate questions and to make a statement if they so desire.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE
RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S
INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING JUNE 30, 2000.
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STOCKHOLDER PROPOSALS
In order to be eligible for inclusion in the Company's proxy materials
for the 2000 Annual Meeting of Stockholders, any stockholder proposal to take
action at the 2000 Annual Meeting must be received at the Company's main office
located at 2930 W. Cleveland Road, South Bend, Indiana 46628, no later than May
27, 2000. Any proposal submitted will be subject to the requirements of the
proxy rules adopted under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and, as with any stockholder proposal (regardless of whether
included in the Company's proxy materials), the Company's certificate of
incorporation and bylaws and Delaware law. Under the proxy rules, in the event
that the Company receives notice of a stockholder proposal to take action at the
2000 Annual Meeting that is not submitted for inclusion in the Company' proxy
materials, or is submitted for inclusion but is properly excluded from the
Company's proxy materials, the persons named in the form of proxy sent by the
Company to its stockholders intend to exercise their discretion to vote on the
proposal in accordance with their best judgment if notice of the proposal is not
received at the main office of the Company by the Deadline (as defined below).
In addition to the provision of the proxy rules regarding discretionary voting
authority described in the preceding sentence, the Company's bylaws provided
that if notice of a stockholder proposal to take action at the 2000 Annual
Meeting is not received at the main office of the Company by the Deadline, the
proposal will not be recognized as a matter proper for submission to the
Company's stockholders and will not be eligible for presentation at the 2000
Annual Meeting. The "Deadline" means the date that is 90 days prior to the date
of the 2000 Annual Meeting; however, in the event that less than 100 days'
notice or prior public disclosure of the date of the 2000 Annual Meeting is
given or made to stockholders, the "Deadline" means the close of business on the
tenth day following the later of the day on which notice of the date of the 2000
Annual Meeting was mailed or the day on which public disclosure of the date of
the 2000 Annual Meeting was made.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Company's officers and
directors, and persons owning more than 10% of a registered class of the
Company's equity securities, to file periodic reports of ownership and changes
in ownership with the SEC and to provide the Company with copies of such
reports. Based solely upon information provided to the Company by the directors
and officers subject to Section 16(a), all Section 16(a) filing requirements
applicable to such persons were complied with during fiscal 1999.
OTHER MATTERS
The Board of Directors is not aware of any business to come before the
Meeting other than those matters described above in this Proxy Statement.
However, if any other matter should properly come before the Meeting, it is
intended that the Board of Directors, as proxy for the stockholder, will act on
such matter in accordance with its best judgment.
The cost of solicitation of proxies will be borne by the Company. The
Company will reimburse brokerage firms and other custodians, nominees and
fiduciaries for reasonable expenses incurred by them in sending proxy materials
to the beneficial owners of common stock. In addition to solicitation by mail,
directors, officers and regular employees of the Company and the Association may
solicit proxies personally or by telegraph or telephone without additional
compensation.
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REVOCABLE PROXY
SOBIESKI BANCORP, INC.
[ X ] PLEASE MARK VOTES AS IN THIS EXAMPLE
ANNUAL MEETING OF STOCKHOLDERS
October 19, 1999
The undersigned hereby appoints the Board of Directors of Sobieski Bancorp,
Inc. (the "Company"), and its survivor, with full powers of substitution, to act
as attorneys and proxies for the undersigned to vote all shares of common stock
of the Company which the undersigned is entitled to vote at the Annual Meeting
of Stockholders (the"Meeting") to be held on October 19, 1999 at the Company's
main office, located at 2930 W. Cleveland Road, South Bend, Indiana at 2:00
p.m., local time, and at any and all adjournments thereof, as follows:
1. The election of the following directors for three year terms (except as
marked to the contrary):
[ ] FOR [ ] WITHHOLD [ ] EXCEPT
THOMAS F. GRUBER JOSEPH F. NAGY
INSTRUCTION: To withhold authority to vote for any individual nominee, mark
"Except"and write that nominee's name in the space provided below.
- --------------------------------------------------------------------------------
2. The ratification of the appointment of PricewaterhouseCoopers LLP as
independent auditors for the Company for the fiscal year ending June 30,
2000.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
In their discretion, the proxies are authorized to vote on any other business
that may properly come before the Meeting or any adjournment or postponement
thereof.
The Board of Directors recommends a vote "FOR" the nominees named herein and
"FOR" the ratification of the appointment of PricewaterhouseCoopers LLP.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED,
THIS PROXY WILL BE VOTED FOR THE NOMINEES NAMED HEREIN AND FOR THE RATIFICATION
OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP. IF ANY OTHER BUSINESS IS
PRESENTED AT THE MEETING, THIS PROXY WILL BE VOTED AS DIRECTED BY THE BOARD OF
DIRECTORS IN ITS BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD OF DIRECTORS
KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE MEETING.
Please be sure to sign and date
this Proxy in the box below.
_________________________________________
Date
_________________________________________
Stockholder sign above
_________________________________________
Co-holder (if any) sign above
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Detach above card, sign, date and mail in postage-paid envelope provided.
SOBIESKI BANCORP, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
This Proxy may be revoked at any time before it is voted by: (i) filing with
the Secretary of the Company at or before the Meeting a written notice of
revocation bearing a later date than this Proxy; (ii) duly executing a
subsequent proxy relating to the same shares and delivering it to the Secretary
of the Company at or before the Meeting; or (iii) attending the Meeting and
voting in person (although attendance at the Meeting will not in and of itself
constitute revocation of this Proxy). 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 above signed acknowledges receipt from the Company, prior to the execution
of this Proxy, of Notice of the Meeting, a Proxy Statement and the Company's
Annual Report to Stockholders for the fiscal year ended June 30, 1999.
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.
