<PAGE> 1
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 240.14a-11(c) or 240.14a-12
HF 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):
[ ] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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
previously paid. 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> 2
HF BANCORP, INC.
445 EAST FLORIDA AVENUE
HEMET, CALIFORNIA 92543-4244
(800) 540-4363, EXT. 2101
September 21, 1998
Fellow Stockholders:
You are cordially invited to attend the annual meeting of stockholders
(the "Annual Meeting") of HF Bancorp, Inc. (the "Company"), the holding company
for Hemet Federal Savings and Loan Association (the "Bank"), Hemet, California,
which will be held on October 22, 1998, at 12:30 p.m., Pacific Time, at the
Simpson Neighborhood Center, 305 E. Devonshire Avenue, Hemet, California.
The attached Notice of the Annual Meeting and the Proxy Statement
describe the formal business to be transacted at the Annual Meeting. Directors
and officers of HF Bancorp, Inc., as well as a representative of Deloitte &
Touche LLP, the Company's independent auditors, will be present at the Annual
Meeting to respond to any questions that stockholders may have regarding the
business to be transacted.
The Board of Directors of HF Bancorp, Inc. has determined that the
matters to be considered at the Annual Meeting are in the best interests of the
Company and its stockholders. For the reasons set forth in the Proxy Statement,
the Board unanimously recommends that you vote "FOR" each matter to be
considered.
YOUR COOPERATION IS APPRECIATED SINCE A MAJORITY OF THE COMMON STOCK
MUST BE REPRESENTED, EITHER IN PERSON OR BY PROXY, TO CONSTITUTE A QUORUM FOR
THE CONDUCT OF BUSINESS. WHETHER OR NOT YOU EXPECT TO ATTEND, PLEASE SIGN, DATE
AND RETURN THE ENCLOSED PROXY CARD PROMPTLY IN THE POSTAGE-PAID ENVELOPE
PROVIDED SO THAT YOUR SHARES WILL BE REPRESENTED.
On behalf of the Board of Directors and all of the employees of the
Company and the Bank, I thank you for your continued interest and support.
Sincerely,
J. Robert Eichinger
Chairman of the Board of Directors
<PAGE> 3
HF BANCORP, INC.
445 East Florida Avenue
Hemet, California 92543
(800) 540-4363, Ext. 2101
-----------------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on October 22, 1998
-----------------------------------------------------------------------
NOTICE IS HEREBY GIVEN that the annual meeting of stockholders (the
"Annual Meeting") of HF Bancorp, Inc. (the "Company") will be held on October
22, 1998, at 12:30 p.m., Pacific Time, at the Simpson Neighborhood Center, 305
E. Devonshire Avenue, Hemet, California.
The purpose of the Annual Meeting is to consider and vote upon the
following matters:
1. The election of three directors to three-year terms of office
each or until their successors are elected and qualified;
2. The ratification of the appointment of Deloitte & Touche LLP as
independent auditors of the Company for the fiscal year ending
June 30, 1999; and
3. Such other matters as may properly come before the Annual Meeting
and at any adjournments thereof, including whether or not to
adjourn the meeting.
The Board of Directors has established September 1, 1998, as the record
date for the determination of stockholders entitled to receive notice of and to
vote at the Annual Meeting and at any adjournments thereof. Only record holders
of the common stock of the Company as of the close of business on that date will
be entitled to notice of and to vote at the Annual Meeting or any adjournments
thereof. In the event there are not sufficient votes for a quorum or to approve
or ratify any of the foregoing proposals at the time of the Annual Meeting, the
Annual Meeting may be adjourned in order to permit further solicitation of
proxies by the Company. A list of stockholders entitled to vote at the Annual
Meeting will be available at HF Bancorp, Inc., 445 East Florida Avenue, Hemet,
California 92543-4244, for a period of ten days prior to the Annual Meeting and
will also be available at the meeting itself.
By Order of the Board of Directors
Janet E. Riley
Corporate Secretary
Hemet, California
September 21, 1998
<PAGE> 4
HF BANCORP, INC.
------------------------------------
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
October 22, 1998
------------------------------------
SOLICITATION AND VOTING OF PROXIES
This Proxy Statement is being furnished to stockholders of HF Bancorp,
Inc. (the "Company") in connection with the solicitation by the Board of
Directors ("Board of Directors" or "Board") of proxies to be used at the annual
meeting of stockholders (the "Annual Meeting"), to be held on October 22, 1998,
at 12:30 p.m., Pacific Time, at the Simpson Neighborhood Center, 305 E.
Devonshire Avenue, Hemet, California and at any adjournments thereof. The 1998
Annual Report on Form 10-K to Stockholders, including consolidated financial
statements for the fiscal year ended June 30, 1998, and a proxy card, accompany
this Proxy Statement, which is first being mailed to record holders on or about
September 21, 1998.
Regardless of the number of shares of common stock owned, it is
important that record holders of a majority of the outstanding shares of common
stock be represented by proxy or in person at the Annual Meeting. Stockholders
are requested to vote by completing the enclosed proxy card and returning it
signed and dated in the enclosed postage-paid envelope. Stockholders are urged
to indicate their vote in the spaces provided on the proxy card. PROXIES
SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANY WILL BE VOTED IN ACCORDANCE
WITH THE DIRECTIONS GIVEN THEREIN. WHERE NO INSTRUCTIONS ARE INDICATED, SIGNED
PROXY CARDS WILL BE VOTED FOR THE ELECTION OF EACH OF THE NOMINEES FOR DIRECTOR
NAMED IN THIS PROXY STATEMENT, AND FOR THE RATIFICATION OF DELOITTE & TOUCHE,
LLP, AS INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING JUNE 30, 1999.
Other than the matters set forth on the attached Notice of Annual
Meeting of Stockholders, the Board of Directors knows of no additional matters
that will be presented for consideration at the Annual Meeting. EXECUTION OF A
PROXY, HOWEVER, CONFERS ON THE DESIGNATED PROXY HOLDERS DISCRETIONARY AUTHORITY
TO VOTE THE SHARES IN ACCORDANCE WITH THEIR BEST JUDGMENT ON SUCH OTHER
BUSINESS, IF ANY, THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING AND AT ANY
ADJOURNMENTS THEREOF, INCLUDING WHETHER OR NOT TO ADJOURN THE ANNUAL MEETING.
A proxy may be revoked at any time prior to its exercise by filing a
written notice of revocation with the Corporate Secretary of the Company, by
delivering to the Company a duly executed proxy bearing a later date, or by
attending the Annual Meeting and voting in person. However, if you are a
stockholder whose shares are not registered in your own name, you will need
appropriate documentation from your record holder to vote personally at the
Annual Meeting.
The cost of solicitation of proxies on behalf of the Board of Directors
will be borne by the Company. Proxies may be solicited personally or by mail or
telephone by directors, officers and other employees of the Company and its
subsidiary, Hemet Federal Savings and Loan Association (the "Bank"), without
additional compensation therefor. The Company will also request persons, firms
and corporations holding shares in their names, or in the name of their
nominees, which are beneficially owned by others, to send proxy material to and
obtain proxies from such beneficial owners, and will reimburse such holders for
their reasonable expenses in doing so.
VOTING SECURITIES
The securities which may be voted at the Annual Meeting consist of
shares of common stock of the Company ("Common Stock"), with each share
entitling its owner to one vote on all matters to be voted on at the Annual
Meeting, except as described below. There is no cumulative voting for the
election of directors.
1
<PAGE> 5
The close of business on September 1, 1998, has been fixed by the Board
of Directors as the record date (the "Record Date") for the determination of
stockholders of record entitled to notice of and to vote at the Annual Meeting
and at any adjournment thereof. The total number of shares of Common Stock
outstanding on the Record Date was 6,388,983 shares.
In accordance with the provisions of the Company's Certificate of
Incorporation, record holders of Common Stock who beneficially own in excess of
10% of the outstanding shares of Common Stock (the "Limit") are not entitled to
any vote with respect to the shares held in excess of the Limit. A person or
entity is deemed to beneficially own shares owned by an affiliate of, as well as
by persons acting in concert with, such person or entity. The Company's
Certificate of Incorporation authorizes the Board of Directors (i) to make all
determinations necessary to implement and apply the Limit, including determining
whether persons or entities are acting in concert, and (ii) to demand that any
person who is reasonably believed to beneficially own stock in excess of the
Limit supply information to the Company to enable the Board of Directors to
implement and apply the Limit.
The presence, in person or by proxy, of the holders of at least a
majority of the total number of shares of Common Stock entitled to vote (after
giving effect to the Limit described above, if applicable) is necessary to
constitute a quorum at the Annual Meeting. In the event that there are not
sufficient votes for a quorum, or to approve or ratify any matter being
presented at the time of the Annual Meeting, the Annual Meeting may be adjourned
in order to permit the further solicitation of proxies.
As to the election of directors, the proxy card being provided by the
Board of Directors enables a stockholder to vote "FOR" the election of the
nominees proposed by the Board of Directors, or to "WITHHOLD AUTHORITY" to vote
for one or more of the nominees being proposed. Under Delaware law and the
Company's Bylaws, directors are elected by a plurality of votes cast, without
regard to either broker non-votes, or proxies as to which authority to vote for
one or more of the nominees being proposed is withheld.
As to the approval of Deloitte & Touche LLP as independent auditors of
the Company and all other matters that may properly come before the Annual
Meeting, by checking the appropriate box, a stockholder may: (i) vote "FOR" the
item; (ii) vote "AGAINST" the item; or (iii) "ABSTAIN" from voting on the item.
Under the Company's Bylaws, unless otherwise required by law, all such matters
shall be determined by a majority of the votes cast. Therefore, broker non-votes
and proxies marked "ABSTAIN" have no effect on the outcome of the vote.
Proxies solicited hereby will be returned to the Company's transfer
agent, and will be tabulated by inspectors of election designated by the Board
of Directors.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth information as to those persons believed
by the Company to be beneficial owners of more than 5% of the Company's
outstanding shares of Common Stock on the Record Date or as disclosed in certain
reports regarding such ownership filed by such persons with the Company and with
the Securities and Exchange Commission ("SEC"), in accordance with Section 13(d)
and 13(g) of the Securities Exchange Act of 1934, as amended ("Exchange Act").
Other than those persons listed below, the Company is not aware of any person,
as such term is defined in the Exchange Act, that owns more than 5% of the
Company's Common Stock as of the Record Date.
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
BENEFICIAL PERCENT
TITLE OF CLASS NAME AND ADDRESS OF BENEFICIAL OWNER OWNERSHIP OF CLASS
============================= ==================================================== ===================== ============
<S> <C> <C> <C>
Common Stock LaSalle Financial Partners, LP 535,760 8.39%
259 E. Michigan, Suite 405
Kalamazoo, Michigan 49007
Common Stock Kahn Brothers & Co., Inc. 528,950 8.28%
555 Madison Avenue
New York, N.Y. 10022
</TABLE>
2
<PAGE> 6
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
BENEFICIAL PERCENT
TITLE OF CLASS NAME AND ADDRESS OF BENEFICIAL OWNER OWNERSHIP OF CLASS
============================= ==================================================== ===================== ============
<S> <C> <C> <C>
Common Stock Tontine Partners, L.P. 463,000 7.25%
31 West 52nd Street, 17th Floor
New York, NY
Common Stock Hemet Federal Savings and Loan Association 445,011(1) 6.97%
Employee Stock Ownership Plan ("ESOP")
445 East Florida Avenue
Hemet, California 92543-4244
Common Stock Endeavour Capital Partners, L.P. 333,000 5.21%
555 Madison Avenue
New York, N.Y. 10022
</TABLE>
(1) Shares of Common Stock were acquired by the ESOP in the Conversion. The
ESOP Committee administers the ESOP. The ESOP Trustee must vote all
allocated shares held in the ESOP in accordance with the instructions
of the participants. As of the Record Date, 121,910 shares have been
allocated to participant's accounts and are held in ESOP Trust except
for 17,864 issued shares. Under the ESOP, allocated shares for which no
written instructions have been received and unallocated shares will be
voted by the ESOP Trustee in a manner calculated to most accurately
reflect the instructions received from participants regarding the
allocated stock so long as such vote is in accordance with the
provisions of the Employee Retirement Income Security Action of 1974,
as amended ("ERISA").
PROPOSALS TO BE VOTED ON AT THE MEETING
PROPOSAL #1: ELECTION OF DIRECTORS
The Board of Directors currently consists of nine directors and is
divided into three classes. Each of the nine members of the Board of Directors
of the Company also presently serves as a director of the Bank and First Hemet
Corporation ("First Hemet"), a wholly-owned subsidiary of the Bank. Directors
are elected for staggered terms of three years each, with the term of office of
only one of the three classes of Directors expiring each year. Directors serve
until their successors are elected and qualified.
The three nominees proposed for election at this Annual Meeting are DR.
ROBERT K. JABS, WILLIAM D. KING AND PATRICIA A. "CORKY" LARSON. In the event
that any such nominee is unable to serve or declines to serve for any reason, it
is intended that the proxies will be voted for the election of such other person
as may be designated by the present Board of Directors. The Board of Directors
has no reason to believe that any of the persons named will be unable or
unwilling to serve. UNLESS AUTHORITY TO VOTE FOR THE NOMINEE IS WITHHELD, IT IS
INTENDED THAT THE SHARES REPRESENTED BY THE ENCLOSED PROXY CARD, IF EXECUTED AND
RETURNED, WILL BE VOTED FOR THE ELECTION OF THE NOMINEES PROPOSED BY THE BOARD
OF DIRECTORS.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF THE
NOMINEES NAMED IN THIS PROXY STATEMENT.
3
<PAGE> 7
INFORMATION WITH RESPECT TO THE NOMINEES, CONTINUING DIRECTORS AND EXECUTIVE
OFFICERS
The following table sets forth, as of the Record Date, the names of the
nominees and continuing directors and Named Executive Officers of the Company
(as defined below) and their ages, a brief description of their recent business
experience, including present occupations and employment, certain directorships
held by each, the year in which each became a director of the Bank or the
Company, and the year in which their terms (or in the case of the nominees,
their proposed terms) as director of the Company expire. The table also sets
forth the amount of Common Stock and the percent thereof beneficially owned by
each director and executive officer and by all directors, Named Executive
Officers and executive officers as a group as of the Record Date. Ownership
information is based upon information furnished by the respective individuals.
<TABLE>
<CAPTION>
SHARES OF
COMMON
EXPIRATION STOCK PERCENT
NAME AND PRINCIPAL OCCUPATION AT PRESENT DIRECTOR OF TERM AS BENEFICIALLY OF
AND FOR PAST FIVE YEARS AGE SINCE (1) DIRECTOR OWNED (2) CLASS
==================================================== ======= ============ ============== ================== ===========
<S> <C> <C> <C> <C> <C>
NOMINEES:
Dr. Robert K. Jabs 62 1990 2001 14,810 (3) *
Professor of Business at California Baptist
University.
William D. King 56 1998 2001 3,300 (12) *
Retired Executive and Private Investor.
Patricia A. "Corky" Larson 70 1995 2001 8,782 (4) *
Executive Director of the Coachella
Valley Association of Governments.
Attorney.
Former Supervisor, Riverside County
Board of Supervisors.
CONTINUING DIRECTORS:
Richard S. Cupp 58 1997 2000 62,000 (5) *
President and Chief Executive Officer of the
Company and the Bank. Formerly President
and Chief Executive Officer of Ventura
County National Bancorp, 1993-1997.
Formerly Executive Vice President of CalFed,
Inc., 1984-1992.
J. Robert Eichinger 67 1981 2000 132,248 (6) 2.06%
Chairman of the Board. Formerly President
and Chief Executive Officer of the Company
and the Bank, 1980-1997.
</TABLE>
4
<PAGE> 8
<TABLE>
<CAPTION>
SHARES OF
COMMON
EXPIRATION STOCK PERCENT
NAME AND PRINCIPAL OCCUPATION AT PRESENT DIRECTOR OF TERM AS BENEFICIALLY OF
AND FOR PAST FIVE YEARS AGE SINCE (1) DIRECTOR OWNED (2) CLASS
==================================================== ======= ============ ============== ================== ===========
<S> <C> <C> <C> <C> <C>
CONTINUING DIRECTORS:
Harold L. Fuller 63 1993 2000 14,349 (7) *
Retired Partner with Deloitte & Touche LLP.
Former member of the Board of Directors of Villa Esperanza, a non-profit home
for mentally disabled persons.
Norman M. Coulson 65 1996 1999 7,800 (8) *
Retired Chairman and Chief Executive Officer
of Glendale Federal Bank, 1957-1992.
George P. Rutland 66 1997 1999 5,300 (9) *
Chair/CEO Taipan Corporation.
Chairman of Board, LIDAK Pharmaceuticals.
Retired Chairman and Chief Executive Officer
of American Custody Corp., a property
management firm, 1994-1995.
Retired Chairman, President and Chief
Executive Officer of Northeast Federal Corp.
and Northeast Savings Bank, 1988-1994.
Leonard E. Searl 71 1976 1999 36,474 (10) *
President of a California Corporation since
1990, which invests in and manages business
properties networking retail, tourism and
professional offices.
Actively participates in family-owned business within Riverside County.
NAMED EXECUTIVE OFFICERS WHO
ARE NOT DIRECTORS:
Mark R. Andino 38 10,000 (11)
Senior Vice President,
Chief Financial Officer
Stock Ownership of all Directors and Executive -- -- -- 321,963 (13) 4.95%
Officers as a Group (15 persons)
</TABLE>
- --------------------------
* Represents less than 1.0% of the Company's voting securities
(1) Includes years of service as a director of the Bank.
(2) Shares which the individual has the right to acquire currently or within
sixty (60) days after September 1, 1998 by the exercise of options are
deemed to be outstanding in calculating the percentage of shares
beneficially owned, but are not deemed to be outstanding as to any other
individual.
(3) Includes, 5,274 shares awarded to Dr. Jabs pursuant to the HF Bancorp
Stock-Based Incentive Plan and 7,036 unissued shares as to which Dr. Jabs
holds options which are vested or will become vested within sixty (60)
days from the record date.
(4) Includes 3,548 shares awarded to Ms. Larson pursuant to the HF Bancorp
Stock-Based Incentive Plan and 4,734 shares as to which Ms. Larson holds
options which are vested or will become vested within sixty (60) days
from the record date.
5
<PAGE> 9
(5) Includes 30,000 shares awarded to Mr. Cupp pursuant to the HF Bancorp
Stock-Based Incentive Plan and 32,000 shares as to which Mr. Cupp holds
options which are vested or will become vested within sixty (60) days
from the record date.
(6) Includes 43,642 shares awarded to Mr. Eichinger pursuant to the HF
Bancorp Stock-Based Incentive Plan and 37,670 shares as to which Mr.
Eichinger holds options which are vested or will become vested within
sixty (60) days from the record date.
(7) Includes 4,122 shares awarded to Mr. Fuller pursuant to the HF Bancorp
Stock-Based Incentive Plan and 5,501 shares as to which Mr. Fuller holds
options which are vested or will become vested within sixty (60) days
from the record date. Includes 2,226 shares which Mr. Fuller holds in
connection with the Directors' Deferred Fee Stock Unit Plan.
(8) Includes 3,300 shares awarded to Mr. Coulson pursuant to the HF Bancorp
Stock-Based Incentive Plan and 4,000 shares as to which Mr. Coulson holds
options which are vested or will become vested within sixty (60) days
from the record date.
(9) Includes 3,300 shares awarded to Mr. Rutland pursuant to the HF Bancorp
Stock-Based Incentive Plan and 2,000 shares as to which Mr. Rutland holds
options which are vested or will become vested within sixty (60) days
from the record date.
(10) Includes 9,882 shares awarded to Mr. Searl pursuant to the HF Bancorp
Stock-Based Incentive Plan and 13,172 shares as to which Mr. Searl holds
options which are vested or will become vested within sixty (60) days
from the record date.
(11) Includes 5,000 shares awarded to Mr. Andino pursuant to the HF Bancorp
Stock-Based Incentive Plan and 3,000 shares as to which Mr. Andino holds
options which are vested or will become vested within sixty (60) days
from the record date.
(12) Includes 3,300 shares awarded to Mr. King pursuant to the HF Bancorp
Stock-based Incentive Plan.
(13) Includes 115,713 shares subject to options granted to directors and
executive officers under the Stock-Based Incentive Plan which are
currently exercisable.
6
<PAGE> 10
MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors conducts its business through meetings of the
Board of Directors and through activities of its committees. The Board of
Directors meets monthly and may have additional meetings as needed. During
fiscal 1998, the Board of Directors of the Company held 15 meetings. The Board
of Directors of the Bank held 22 meetings. All of the directors of the Company
and Bank attended at least 75% of the total number of the Company's and Bank's
Board meetings held and committee meetings on which such directors served during
fiscal 1998. The Board of Directors of the Company and the Bank maintain
committees, the nature and composition of which are described below:
AUDIT COMMITTEE. The Audit Committee of the Company consists of Messrs.
Jabs (Chair), and all non-employee directors, Norman M. Coulson, J. Robert
Eichinger, Harold L. Fuller, William D. King, Patricia A. Larson, George P.
Rutland and Leonard E. Searl. This committee meets as called by the Committee
Chair. The purpose of this committee is to provide assurance that financial
disclosures made by management portray the financial condition and results of
operations. The committee also maintains a liaison with the outside auditors and
reviews the adequacy of internal controls. The Audit Committee of the Company
met four times in fiscal 1998.
ALCO COMMITTEE. The Asset & Liability Management Committee ("ALCO")
consists of Messrs. Rutland (Chair), Coulson, Cupp, Eichinger and Fuller. The
purpose of the committee includes, but is not limited to, review and evaluation
of proposals by management associated with interest rate risk management,
monitoring of interest rate risk exposures to ensure that approved policy limits
are being adhered to, and review of compliance with regulatory requirements for
liquidity, capital adequacy, correspondent banking and permissible investments.
The committee was established in the second fiscal quarter and met three times
during the fiscal year.
DIRECTORS' LOAN COMMITTEE. The Directors' Loan Committee (DLC) consists
of Messrs. Rutland (Chair), Coulson, Cupp, and Eichinger. The purpose of this
committee is to review and approve large loan requests above certain management
limits and to review and approve portfolio and asset quality policies and
procedures. The DLC and the Board of Directors establishes minimum standards to
be met by all lending functions and lending officers. The DL C was established
during fiscal 1998 and has met on a weekly basis, if needed, since July 1998
(fiscal 1999).
COMPENSATION COMMITTEE. The Board Compensation Committee for the Company
and Bank consists of Messrs. Searl (Chair), Coulson, Jabs, and Rutland. All
compensation decisions regarding executive officers for fiscal 1998 were made by
the Compensation Committee which met seven times in fiscal 1998. See "Report of
Compensation Committee."
NOMINATING COMMITTEE. The Nominating Committee of the Company for the
1998 Annual Meeting consists of Messrs. Rutland (Chair), Coulson, and Searl.
This Committee met once in fiscal 1998 to consider and recommend the nominees
for directors to stand for election at the Company's Annual Meeting. The
Company's Certificate of Incorporation and Bylaws also provide for stockholder
nominations of directors. These provisions require such nominations to be made
by notice in writing to the Secretary of the Company at least 90 days prior to
the date of the Meeting (or within 10 days after Notice of the Meeting is given
or published if less than 100 days prior to the Meeting.). The stockholders'
notice of nomination must contain all information relating to the nominee that
is required to be disclosed by the Company's Bylaws and by the Securities
Exchange Act of 1934. See "Additional Information - Notice of Business to be
Conducted at the Annual Meeting."
DIRECTORS' COMPENSATION
DIRECTORS' FEES. In fiscal 1998, non-employee directors received an
annual retainer of $5,400 for serving on the Board of the Company, the Bank, and
the subsidiary. Directors also receive $1,750 per regular Bank Board Meeting
attended. If special Board Meetings are called, a maximum fee of $500 is
compensated for that activity. Board Committees fees in the amount of $200 are
paid to non-employee directors of the Company. One-third of the fees paid to
outside directors are paid by the Company, two-thirds are paid by the Bank.
DIRECTORS' RETIREMENT PLAN. The Bank and the Company maintain a
retirement plan for those directors who have completed ten years of service or
who have both attained the age of 65 and had five years of consecutive service
as a director and who were elected to the Board prior to March 31, 1995. This
plan covers a total of eleven (11) participants, seven (7) of which are retired.
This plan was terminated effective March 31, 1995 with respect to future
directors. The Directors' Retirement Plan provides that a participant will
receive monthly benefits until death equal to 60% of the basic monthly directors
7
<PAGE> 11
fee such participant received for the last month in which he served as director.
Upon the retired Participant's death, 50% of his benefit shall continue to be
paid to the Participant's surviving spouse for the balance of the spouse's life.
If the Participant dies while still serving as a director, 50% of the monthly
retirement benefit that said Participant would have received had he retired the
day immediately preceding the date of his death shall be paid to his surviving
spouse for the balance of the spouse's life. No Participant shall be paid a
retirement benefit if he is removed from the Board for cause pursuant to Section
302 of the California Corporation's Code or an equivalent federal regulations or
statute.
1995 DIRECTORS' DEFERRED FEE STOCK UNIT PLAN. The Bank and the Company
implemented the 1995 Directors' Deferred Fee Stock Unit Plan ("Deferred Fee
Plan") for its directors. Under the Deferred Fee Plan, directors may elect to
defer receipt of directors' fees earned by them until their service with the
Board of Directors terminates. The directors' deferred fees are credited to the
account of participating directors under the terms of the Deferred Fee Plan and
are credited with earnings based on several investment choices, including
Company Common Stock. If a participant chooses to have deferred fees credited to
a stock unit account with the Deferred Fee Plan, the participant will receive a
benefit based on the earnings from and appreciation in the stock of the Company.
STOCK BASED INCENTIVE PLAN. Under the Stock Based Incentive Plan, which
amended and restated the HF Bancorp, Inc. 1995 Master Stock Option Plan and
Hemet Federal Savings and Loan Association 1995 Master Stock Compensation Plan,
each outside director who was a director on January 11, 1996 was granted
non-statutory stock options to purchase varying amounts of Common Stock,
depending on each director's years of service, at an exercise price of $10.05
per share, which was the fair market value of the shares on the date of grant
(January 11, 1996).
The grants to each director subsequently elected to the Board included a
base grant of options to purchase 10,000 shares of Common Stock with an exercise
price equal to the fair market value on the date of grant. Shares granted to
Messrs. Coulson, Rutland and King have an exercise price of $9.50, $14.34, and
$17.56 respectively due to the fair market value on the date of grant. Options
become exercisable in five (5) equal annual installments of 20% commencing one
year from the date of grant. In addition, each outside director who was a
director on January 11, 1996 was granted a restricted stock award of 3,300
shares of Common Stock. Additional shares were awarded to outside directors
under the Stock Plan based upon their years of service. Each outside director
elected subsequent to January 11, 1996 has been granted an award equal to 3,300
shares of Common Stock. Awards to directors vest in five (5) equal annual
installments at a rate of 20% commencing one year from the date of grant.
EXECUTIVE COMPENSATION
THE REPORT OF THE COMPENSATION COMMITTEE AND THE STOCK PERFORMANCE GRAPH
SHALL NOT BE DEEMED INCORPORATED BY REFERENCE BY ANY GENERAL STATEMENT
INCORPORATING BY REFERENCE THIS PROXY STATEMENT INTO ANY FILING UNDER THE
SECURITIES ACT OF 1933 (THE "SECURITIES ACT") OR THE SECURITIES EXCHANGE ACT OF
1934, EXCEPT TO THE EXTENT THAT THE COMPANY SPECIFICALLY INCORPORATES THIS
INFORMATION BY REFERENCE, AND SHALL NOT OTHERWISE BE DEEMED FILED UNDER SUCH
ACTS.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION. Under rules
established by the SEC, the Company is required to provide certain data and
information in regard to the compensation and benefits provided to the Company's
Chief Executive Officer and other executive officers of the Company. The
disclosure requirements for the Chief Executive Officer and other executive
officers include the use of tables and a report explaining the rationale and
consideration that led to fundamental executive compensation decisions affecting
those individuals. In fulfillment of this requirement, the Compensation
Committee of the Company and Bank (the "Committee") at the direction of the
Board of Directors, has prepared the following report for inclusion in this
proxy statement.
GENERAL. The Committee is responsible for establishing the compensation
levels and benefits for executive officers of the Company and Bank and for
reviewing recommendations of management for compensation and benefits for other
officers and employees of the Bank. The Committee consists of Messrs. Searl
(Chair), Coulson, Jabs, and Rutland, who are outside directors.
8
<PAGE> 12
COMPENSATION POLICIES. The Committee has the following goals for
compensation programs impacting the executive officers of the Company and the
Bank:
O to provide compensation opportunities which are consistent with
competitive medians of the industry and the Company's level of
performance, thus allowing the Company to retain high quality
executive officers who are critical to the Company's long term
success;
O to motivate key executive officers to achieve strategic business
initiatives and reward them for their achievement; and
O to provide motivation for the executive officers to enhance
shareholder value by synchronizing their compensation to the
value of the Company's Common Stock.
In addition, in order to align the interests and performance of its
executive officers with the long term interests of its stockholders, the Company
and the Bank adopted plans, which reward the executives for delivering long term
value to the Company and the Bank through stock ownership.
The compensation package available to executive officers is composed of
the following items:
(i) base salary;
(ii) annual cash awards; and
(iii) long term incentive compensation, including option and stock
awards.
Mr. Richard S. Cupp has an employment agreement with the Company and the
Bank which specifies a minimum base salary and requires periodic review of such
salary. In addition, Mr. Cupp participates in other benefit plans available to
all employees including the Employee Stock Ownership Plan.
BASE SALARY. In determining salary levels, the Committee considers the
entire compensation package, including the potential equity compensation
provided under the Company's stock plans. The Committee usually meets in the
fourth quarter of each fiscal year to determine the level of any salary increase
to take effect immediately after such determination is made.
The salary levels are intended to be consistent with the competitive
practices of other comparable financial institutions and each executives' level
of responsibility. The Committee consulted surveys of compensation paid to
executive officers performing similar duties for depository institutions and
their holding companies.
Although the Committee's decisions are discretionary and no specific
formula is used for decision making, salary increases are aimed at reflecting
the overall performance of the Company and the performance of the individual
executive officer.
ANNUAL CASH AWARDS. The Committee did grant one discretionary cash award
in fiscal 1998 to the Bank's Chief Financial Officer. As discussed under base
salaries, the bonus awards are intended to be consistent with competitive
practices of other comparable financial institutions and each executive's level
of responsibility. Although the decision concerning bonus awards are
discretionary, the bonus awards are aimed at reflecting the overall financial
performance of the Company and the performance of the individual executive
officer.
LONG TERM INCENTIVE COMPENSATION. The Company maintains the HF Bancorp
Stock-Based Incentive Plan under which executive officers have received grants.
See "Salary Compensation Table" or "Option Table". The Committee believes that
stock ownership is a significant incentive in building stockholder value and
aligning the interests of employees with those of stockholders. Stock options
and stock awards under such plans were allocated by the Committee base upon
regulatory practices and policies and based upon the executive officers' level
of responsibility and contributions to the Company and the Bank.
Dated: September 1, 1998
COMPENSATION COMMITTEE
Leonard E. Searl (Chair), Norman M. Coulson, Dr. Robert
K. Jabs, George P. Rutland
9
<PAGE> 13
STOCK PERFORMANCE GRAPH. The following graph shows a monthly comparison of
cumulative total shareholder return on the Company's Common Stock, based on the
market price of the Common Stock, with the cumulative total return of companies
in the Nasdaq Stock Market and Nasdaq Bank Stocks for the period beginning June
30, 1995, the day the Company's common stock began trading, through June 30,
1998.
COMPARISON OF CUMULATIVE TOTAL RETURNS
HF BANCORP, INC.
JUNE 30, 1995 - JUNE 30, 1998
<TABLE>
<CAPTION>
Company Market Peer
Date Index Index Index
<S> <C> <C> <C>
06/30/95 100.000 100.000 100.000
07/31/95 104.545 107.351 104.711
08/31/95 116.667 109.527 110.332
09/29/95 118.182 112.046 112.878
10/31/95 113.636 111.404 114.714
11/30/95 119.697 114.019 120.598
12/29/95 119.697 113.412 123.204
01/31/96 121.212 113.971 123.474
02/29/96 119.697 118.308 125.170
03/29/96 121.212 118.701 128.039
04/30/96 118.182 128.549 127.379
05/31/96 122.727 134.451 129.518
06/28/96 118.182 128.390 130.156
07/31/96 115.152 116.958 128.556
08/30/96 116.667 123.511 137.461
09/30/96 116.667 132.958 144.044
10/31/96 131.818 131.490 150.423
11/29/96 134.849 139.618 161.666
12/31/96 134.848 139.492 162.658
01/31/97 143.939 149.407 171.705
02/28/97 162.121 141.143 181.394
03/31/97 154.545 131.928 174.860
04/30/97 171.212 136.053 178.793
05/30/97 162.121 151.471 189.957
06/30/97 174.242 156.109 203.474
07/31/97 175.758 172.588 219.092
08/29/97 177.273 172.324 217.309
09/30/97 200.000 182.519 239.974
10/31/97 192.424 173.066 240.944
11/28/97 203.030 173.933 250.335
12/31/97 212.121 171.153 272.345
01/30/98 201.515 176.522 260.394
02/27/98 216.667 193.095 274.775
03/31/98 206.061 200.216 287.908
04/30/98 204.545 203.608 291.609
05/29/98 208.333 192.474 281.822
06/30/98 214.394 206.055 282.408
</TABLE>
Notes:
A. The lines represent monthly index levels derived from compounded daily
returns that include all dividends.
B. The indexes are re-weighted daily, using the market capitalization on the
previous trading day.
C. If the monthly intervals, based on the fiscal year-end, is not a trading
day, the preceding trading day is used.
D. The index level for all series was set to $100 on 06/30/95.
10
<PAGE> 14
SUMMARY COMPENSATION TABLE. The following table shows, for the fiscal
years ended June 30, 1998, 1997 and 1996, the cash compensation paid by the
Bank, as well as certain other compensation paid or accrued for those years, to
the Chief Executive Officer and those executive officers of the Company and the
Bank, who received salary and bonus in excess of $100,000 in fiscal 1998 ("Named
Executive Officers").
<TABLE>
<CAPTION>
Long-Term Compensation
-----------------------------------------------
Annual Compensation Awards Payouts
------------------------------------------------------------------------------------------------
Other Restricted Securities
Annual Stock Underlying LTIP All
Fiscal Salary Bonus Compensation Awards Options Payouts Other
Name and Principal Positions Year ($) ($) ($)(1) ($)(2) (#)(3) (4) Compensation
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Richard S. Cupp 1998 $234,401 0 -- $430,200 80,000 -- --
President, Chief Executive Officer 1997 -- -- -- -- -- -- --
and Director of the Bank and the 1996 -- -- -- -- -- -- --
Company
Mark R. Andino 1998 $113,061 $7,883 -- $ 84,700 11,000 -- --
Senior Vice President and Chief 1997 $ 61,538 -- -- -- 9,000 -- --
Financial Officer of the Bank and 1996 -- -- -- -- -- -- --
the Company.
Gerald A. Agnes 1998 $152,431 -- -- -- -- $339,500(5)
Former Executive Vice President 1997 $137,494 -- -- -- -- --
and Chief Operating Officer 1996 $ 68,963 $3,464 -- $279,119 79,350 --
</TABLE>
- ------------------------------------
(1) There were no ( a ) perquisites over the lesser of $50,000 or 10% of the
individual's total salary and bonus for the year; ( b ) payments of
above-market preferential earnings on deferred compensation; ( c )
payments of earnings with respect to long-term incentive plans prior to
settlement or maturation; ( d ) tax payment reimbursements; or ( e )
preferential discounts on stock.
(2) Pursuant to the Stock-Based Incentive Plan, Messrs. Cupp and Andino were
awarded 30,000 and 5,000 shares of Common Stock, respectively in fiscal
1998. Mr. Cupp's shares were awarded on July 24, 1997 and vest at a rate
of 20% a year. Mr. Andino's shares were awarded on March 26, 1998 and vest
at a rate of 20% a year. When shares become vested and are distributed,
the recipient will also receive an amount equal to accumulated dividends
and earnings thereon. Awards will become vested upon termination of
employment due to death, disability, or change in control. At June 30,
1998, the market value of the 30,000 and 5,000 unvested shares held by
Messrs. Cupp and Andino were $530,700 and $88,450 respectively.
(3) Includes 80,000 and 20,000 shares subject to options granted to Messrs.
Cupp and Andino respectively. Mr. Cupp's options were granted on July 24,
1997 with an initial 20% of the grant vesting immediately and the
remaining portion to vest at a rate of 20% a year. Mr. Andino's options
were granted as follows; 9,000 shares on December 30, 1996, 6,000 shares
on August 24, 1997 and 5,000 shares on March 26, 1998. Each individual
grant will vest at a rate of 20% a year.
(4) For fiscal years 1998, 1997 and 1996, the Bank had no long-term incentive
plans, accordingly, there were no payouts or awards under any long-term
incentive plan.
(5) Represents the amount of payment due under the Employment Agreement with
Gerald Agnes. The agreement was terminated on June 2, 1998.
EMPLOYMENT AGREEMENTS. The Bank and the Company have entered into an
employment agreement with Richard S. Cupp (the "Executive"). This employment
agreement is intended to ensure that the Bank and the Company will be able to
maintain a stable and competent management base. The continued success of the
Bank and the Company depends, to a significant degree, on the skills and
competence of the Executive.
11
<PAGE> 15
The Employment Agreement with the Bank and the Company and Mr. Cupp
provides for a two year term. Commencing on the first anniversary date and
continuing each anniversary date thereafter, the respective Boards of Directors
of the Bank and the Company may extend the agreement with the Executive for an
additional year such that the remaining term shall be the amount of the original
term unless written notice of non-renewal is given by the Board of Directors
after conducting a performance evaluation of the Executive. The Employment
Agreement provides that Mr. Cupp will receive an annual base salary of $250,800.
In addition to the base salary, the agreement provides for, among other things,
disability pay, participation in stock benefit plans and other fringe benefits
applicable to executive personnel.
The agreement provides for termination of the Executive by the Bank or the
Company for cause or for disability, as defined in the agreement, at any time.
In the event the Bank or the Company chooses to terminate the Executive's
employment for reasons other than for cause or for disability, or in the event
of the Executive's resignation from the Bank and the Company upon (i) failure to
re-elect the Executive to his current office, (ii) a material change in the
Executive's functions, duties or responsibilities, or a material reduction in
benefits or perquisites; or (iii) a relocation of the Executive's principal
place of employment that materially alters the Executive's commute; (iv)
liquidation or dissolution of the Bank or the Company, or (v) a breach of the
Employment Agreement by the Bank or the Company, the Executive or, in the event
of death, his beneficiary would be entitled to receive an amount equal to the
remaining payments under the Employment Agreement, including base salary,
bonuses, other payments and health benefits due under the remaining term of the
Employment Agreement.
If voluntary or involuntary termination of employment follows a change in
control of the Bank or the Company, as defined in the Employment Agreement, the
Executive or, in the event of death, his beneficiary, would be entitled to a
severance payment equal to the greater of (i) the payments due for the remaining
term of the agreement, or (ii) two times the Executive's average annual
compensation over the last three years. In addition, the Bank and the Company
would continue the Executive's life, health, and disability coverage for two
years under the agreement, however, the Executive would only be entitled to
receive a severance payment from the Bank to the extent permitted by law.
CHANGE IN CONTROL AGREEMENTS. The Company and the Bank have entered into
two-year Change in Control Agreements with named executive officer Mark R.
Andino. Commencing on the first annual anniversary date and continuing on each
annual anniversary thereafter, the Change in Control Agreements may be extended
by the respective Board of Directors for an additional 12 months so that the
remaining term is 24 months. Each Change in Control Agreement will provide that
at any time following a change in control of the Company or the Bank, if the
Company or the Bank terminates the employee's employment for any reason other
than cause, or if the employee terminates his employment following demotion,
loss of title, office or significant authority, a reduction in compensation, or
relocation of the principal place of employment, the employee or, in the event
of death, the employee's beneficiary would be entitled to receive a payment
equal to two times of the employee's then current annual salary, including
bonuses and any other cash compensation. The Bank and the Company would also
continue the employee's life, health, and disability coverage for the remaining
unexpired term of his or her agreement to the extent allowed by the plans or
policies maintained by the Company or Bank from time to time. Payments to the
employee under the Bank's Change in Control Agreement will be guaranteed by the
Company in the event that payments or benefits are not paid by the Bank. Change
in Control Agreements have also been entered into with other officers who are
not Named Executive Officers.
Payments and benefits under the employment agreements and Change in
Control Agreements and other benefit plans may constitute an excess parachute
payment under Section 280G of the Code, resulting in the imposition of an excise
tax on the recipient and denial of the deduction for such excess amount to the
Company and the Bank. In the event of a change in control of the Bank or
Company, the total amount of payments due under the Employment Agreement, based
solely on the base salary to be paid to the Executive pursuant to the terms of
the Employment Agreement, and excluding benefits under any employee benefit plan
would be approximately $501,600. In the event of a change in control of the Bank
or Company, the total payments due under the Change In Control Agreements in the
aggregate, based solely on the base salary paid to the eight (8) officers
covered by the Change in Control Agreements and excluding any benefits under any
employee benefit plan that may be payable, are estimated to be approximately
$1,182,060.
DEFINED BENEFIT PLAN. The Bank previously maintained a non-contributory
defined benefit pension plan ("Employee Retirement Plan"). The Employee
Retirement Plan was frozen on August 15, 1997, and terminated effective December
31, 1997. All employees who worked at the Bank for a period of one year and were
with the Bank and attained the age of 21 on August 15, 1997 were eligible to
participate in the Retirement Plan. The Bank annually contributed an amount to
the Plan necessary to satisfy requirements in accordance with the Employee
Retirement Income Security act of 1974, as amended ("ERISA").
12
<PAGE> 16
HEMET FEDERAL SAVINGS AND LOAN ASSOCIATION OFFICERS' DEFERRED COMPENSATION
PLAN. The Bank maintains a deferred compensation plan whereby an officer may
defer all or a portion of compensation otherwise currently payable in exchange
for the receipt at the time they cease to serve as officers of the Bank with a
benefit at the time of retirement as provided for in the plan. Amounts deferred
under this program will earn interest, compounded annually, based on the highest
certificate account rate (excluding accounts requiring deposits of $100,000 or
more) in effect on January 1 of each year of the deferral or distribution
period. The Plan provides benefits are to be paid in annual installments over a
period of years determined by the Bank in its discretion.
RETIREMENT RESTORATION PLAN. The Bank maintained a non-qualified
Retirement Restoration Plan to provide a select group of management and highly
compensated employees with additional retirement benefits. The Retirement
Restoration Plan was terminated on June 30, 1997 for future participation, but
still has a vested participant. The benefits provided under the Plan were
intended to make up the benefits lost to the Plan participants due to
application of limitations on compensation and maximum benefits applicable to
the Bank's Employee Retirement Plan. Benefits provided under the Plan will be
provided at the same time and in the same form as the benefits were to be
provided under the Bank's Employee Retirement Plan.
The Bank has established an irrevocable grantor's trust ("rabbi trust")
funded with contributions from the Bank for the purpose of providing the
benefits promised under the terms of the Plan. The Plan participants have only
the rights of unsecured creditors with respect to the trust's assets, and will
not recognize income with respect to benefits provided by the Plan until such
benefits are received by the participants. The assets of the rabbi trust are
considered part of the general assets of the Bank and are subject to the claims
of the Bank's creditors in the event of the Bank's insolvency. Earnings on the
trust's assets are taxable to the Bank. The trustee of the trust may invest the
trust's assets in the Company's stock.
STOCK PLAN. The Company maintains the Stock-Based Incentive Plan which
provides discretionary awards to officers and key employees as determined by a
committee of non-employee directors.
OPTION GRANTS. The following table sets forth certain information with
respect to options granted during the fiscal year ended June 30, 1998 to each of
the named executives:
OPTION/SAR GRANTS DURING
THE FISCAL YEAR ENDED
JUNE 30, 1998
(INDIVIDUAL GRANTS)
<TABLE>
<CAPTION>
Potential Realizable Value
at Assumed Annual Rate of
Stock Price Appreciation
for Option Term
- ------------------------------------------------------------------------------------------------------------------------------------
Number of Percent of
Securities Total
Underlying Options/SARs Exercise or
Options/SARs Granted to Base Price Expiration
Name Granted (#) Employees ($/Sh) Date 5% ($) 10%($)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Richard S. Cupp 80,000 23.86% $ 14.34 07/24/2007 $ 721,359 $1,828,293
- ------------------------------------------------------------------------------------------------------------------------------------
Mark Andino 20,000 5.97% (1) (1) $ 171,669 $ 435,096
- ------------------------------------------------------------------------------------------------------------------------------------
Gerald Agnes -- N/A N/A N/A N/A N/A
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Options were granted to Mr. Andino as follows: 9,000 shares were granted
on December 30, 1996 at an exercise price of $11.05 per share. The
expiration date of this grant is December 30, 2006. Additionally, Mr.
Andino was granted 6,000 stock options on August 24, 1997 at an exercise
price of $14.81 per share. The expiration of this grant is August 24,
2007. Finally, Mr. Andino was granted 5,000 stock options on March 26,
1998 at an option price of $16.94 per share. This grant will expire on
March 26, 2008.
13
<PAGE> 17
OPTION/SAR HOLDINGS. The following table sets forth certain information
regarding the number of shares acquired by any of the named executives upon
exercise of stock options during the fiscal-year ended June 30, 1998, the value
realized through the exercise of such options, and the number of unexercised
options held by such person, including both those which are presently
exercisable and those which are not presently exercisable.
AGGREGATED OPTION/SAR EXERCISE
AS OF JUNE 30, 1998
<TABLE>
<CAPTION>
Shares Value of Unexercised
Acquired Number of Unexercised In-The-Money Options
on Value Options at FY-End at FY-End
Name Exercise Realized Exercisable/Unexercisable Exercisable/Unexercisable (3)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Richard S. Cupp -- -- 16,000 / 64,000 (1) $ 53,600 / $214,400
- ------------------------------------------------------------------------------------------------------------------------------------
Mark Andino -- -- 1,800 / 18,200 (2) $ 11,952 / $ 68,838
- ------------------------------------------------------------------------------------------------------------------------------------
Gerald Agnes 11,860 $86,103 (4) 19,880 / ---0--- $151,883 / ---0---
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The options granted to Mr. Cupp have an exercise price of $14.34 per share
and begin vesting at an annual rate of 20% beginning July 24, 1997. The
options will expire ten (10) years from the date of grant.
(2) The options granted to Mr. Andino are as follows; 9,000 shares were
granted at an exercise price of $11.05 and began vesting at an annual rate
of 20% beginning December 30, 1997, 6,000 shares were granted at an
exercise price of $14.81 and begin vesting at an annual rate of 20%
beginning August 24, 1998 and 5,000 shares were granted at an exercise
price of $16.94 and begin vesting at an annual rate of 20% beginning March
26, 1999. The options will expire ten (10) years from the date of grant.
(3) Represents the difference between the market value of the underlying stock
option at the fiscal year-end and the exercise price of each stock option.
The market value on June 30, 1998 was $17.69.
(4) Represents the value realized on the date of exercise. Mr. Agnes exercised
11,860 shares on June 26, 1998. Fair market value on June 26, 1998 was
$17.31.
14
<PAGE> 18
TRANSACTIONS WITH CERTAIN RELATED PERSONS
The Bank provides loans and extensions of credit to its directors and
officers. These loans are made in the ordinary course of business, are made on
substantially the same terms, including interest rate and collateral, as those
prevailing at the time for comparable transactions with other persons and do not
involve more than the normal risk of collectibility or present other unfavorable
features. As of June 30, 1998, none of the Bank's directors or executive
officers had loans outstanding with aggregate indebtedness exceeding $60,000.
PROPOSAL #2
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Company's independent auditors for the fiscal year ending June 30,
1998 were Deloitte & Touche LLP. The Company's Board of Directors has
reappointed Deloitte & Touche LLP to continue as independent auditors for the
Bank and the Company for the fiscal year ending June 30, 1999 subject to
ratification of such appointments by the stockholders.
Representatives of Deloitte & Touche LLP will be present at the Annual
Meeting. They will be given an opportunity to make a statement if they desire to
do so and will be available to respond to appropriate questions from
stockholders present at the Annual Meeting.
UNLESS MARKED TO THE CONTRARY, THE SHARES REPRESENTED BY THE ENCLOSED
PROXY CARD WILL BE VOTED FOR RATIFICATION OF THE APPOINTMENT OF DELOITTE &
TOUCHE LLP AS THE INDEPENDENT AUDITORS OF THE COMPANY.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR RATIFICATION OF THE
APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE INDEPENDENT AUDITORS OF THE COMPANY.
ADDITIONAL INFORMATION
STOCKHOLDER PROPOSALS
To be considered for inclusion in the Company's proxy statement and form
of proxy relating to the Annual Meeting of Stockholders to be held in 1999 (the
"1999 Meeting"), a stockholder proposal ("Stockholder Proposal") must be
received by the Secretary of the Company at the address set forth on the first
page of this Proxy Statement no later than MAY 23, 1999. Any Stockholder
Proposal must conform to 17 C.F.R. ss. 240.14a-8 of the Rules and Regulations
under the Securities Exchange Act of 1934, as amended.
In addition, in the event the Company does not receive a Stockholder
Proposal by August 7, 1999, the proxy solicited by the Board of Directors with
respect to the 1999 Meeting will authorize the proxy holders to vote the shares
in their best judgment and discretion, without any discussion of the Stockholder
Proposal in the proxy statement for the 1999 Meeting, if the Stockholder
Proposal is presented at the 1999 Meeting.
15
<PAGE> 19
OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE MEETING
The Board of Directors knows of no business which will be presented for
consideration at the Meeting other than as stated in the Notice of Annual
Meeting of Stockholders. If, however, other matters are properly brought before
the Annual Meeting, it is the intention of the persons named in the accompanying
proxy to vote the shares represented thereby on such matters in accordance with
their best judgement.
Whether or not you intend to be present at the Annual Meeting, you are
urged to return your proxy card promptly. If you are then present at the Annual
Meeting and wish to vote your shares in person, your original proxy may be
revoked by voting at the Annual Meeting.
By Order of the Board Of Directors
Janet E. Riley
Corporate Secretary
Hemet, California
September 21, 1998
YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON.
WHETHER OR NOT YOU PLAN TO ATTEND THIS MEETING,
YOU ARE REQUESTED TO SIGN, DATE, AND PROMPTLY RETURN
THE ACCOMPANYING PROXY CARD
IN THE ENCLOSED POSTAGE -PAID ENVELOPE.
16
<PAGE> 20
HF BANCORP, INC. REVOCABLE PROXY
ANNUAL MEETING OF SHAREHOLDERS
OCTOBER 22, 1998, 12:30 P.M. PACIFIC TIME
[LOGO]
------------------------
The undersigned hereby appoints the Board of Directors of HF Bancorp, Inc.
(the "Company") to act as proxy for the undersigned, and to vote all shares of
Common Stock of the Company which the undersigned is entitled to vote only at
the Annual Meeting of Shareholders, to be held on October 22, 1998, at 12:30
p.m. Pacific Time, at the Simpson Neighborhood Center, 305 E. Devonshire Avenue,
Hemet, California, and at any and all adjournments thereof, as follows:
1. The election as directors of all nominees listed (except as marked to the
contrary below).
Dr. Robert K. Jabs, William D. King and Patricia A. "Corky" Larson
FOR [ ] VOTE WITHHELD [ ]
INSTRUCTION: To withhold your vote for any individual nominee, write that
nominee's name on the line provided below:
- --------------------------------------------------------------------------------
2. The ratification of the appointment of Deloitte & Touche LLP as independent
auditors of HF Bancorp, Inc. for the fiscal year ending June 30, 1999.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE PROPOSALS PRESENTED.
<PAGE> 21
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
OF HF BANCORP, INC.
THIS PROXY IS REVOCABLE AND WILL BE VOTED AS DIRECTED, BUT IF NO
INSTRUCTIONS ARE SPECIFIED, THIS PROXY WILL BE VOTED FOR EACH OF THE PROPOSALS
LISTED. IF ANY OTHER BUSINESS IS PRESENTED AT THE ANNUAL MEETING, INCLUDING
WHETHER OR NOT TO ADJOURN THE MEETING, THIS PROXY WILL BE VOTED BY THE BOARD OF
DIRECTORS IN THEIR BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD OF DIRECTORS
KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE ANNUAL MEETING.
The undersigned acknowledges receipt from the Company prior to the execution
of this Proxy of a Notice of Annual Meeting of Shareholders and of a Proxy
Statement dated September 21, 1998 and of the Annual Report to Shareholders.
Please sign exactly as your name appears on this card. When signing as
attorney, executor, administrator, trustee or guardian, please give your full
title. If the shares are held jointly, each holder may sign but only one
signature is required.
Dated:
---------------------------------------
------------------------
SIGNATURE OF SHAREHOLDER
------------------------
SIGNATURE OF SHAREHOLDER
PLEASE COMPLETE,
DATE, SIGN AND MAIL THIS
PROXY PROMPTLY IN THE
ENCLOSED POSTAGE-PAID
ENVELOPE.
