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
[X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Subsection 240.14a-11(c) or
Subsection 240.14a-12
ILLINOIS COMMUNITY BANCORP, INC.
- ----------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
ILLINOIS COMMUNITY BANCORP, INC.
- ----------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Rules 0-11(c)(1)(iii), 14a-6(i)(1), or
14a-6(i)(2).
[ ] $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
[ ] 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:
_________________________________________________________________
4. Proposed maximum aggregate value of transaction:
_________________________________________________________________
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule
and the date of its filing.
1. Amount Previously Paid:
____________________________________________
2. Form, Schedule or Registration Statement No.:
____________________________________________
3. Filing Party:
____________________________________________
4. Date Filed:
____________________________________________
[LETTERHEAD]
October 28, 1996
Dear Stockholder:
We invite you to attend the first annual meeting of
stockholders of Illinois Community Bancorp, Inc. to be held at
the main office of Illinois Guarantee Savings Bank, 210 E.
Fayette Avenue, Effingham, Illinois on Thursday, November 21,
1996 at 3:00 p.m.
The accompanying notice and proxy statement describe the
formal business to be transacted at the meeting. During the
meeting, we will also report on the operations of the Company's
subsidiary, Illinois Guarantee Savings Bank, FSB. Directors and
officers of the Company will be present to respond to any
questions the stockholders may have.
ON BEHALF OF THE BOARD OF DIRECTORS, WE URGE YOU TO SIGN,
DATE AND RETURN THE ACCOMPANYING FORM OF PROXY AS SOON AS
POSSIBLE EVEN IF YOU CURRENTLY PLAN TO ATTEND THE ANNUAL MEETING.
Your vote is important, regardless of the number of shares you
own. This will not prevent you from voting in person but will
assure that your vote is counted if you are unable to attend the
meeting.
Sincerely,
/s/ Douglas A. Pike
Douglas A. Pike
President
_________________________________________________________________
ILLINOIS COMMUNITY BANCORP, INC.
210 E. FAYETTE AVENUE
EFFINGHAM, ILLINOIS 62401-3613
(217) 347-7127
_________________________________________________________________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON NOVEMBER 21, 1996
_________________________________________________________________
NOTICE IS HEREBY GIVEN that the annual meeting of
stockholders (the "Annual Meeting") of Illinois Community
Bancorp, Inc. (the "Company") will be held at the main office of
Illinois Guarantee Savings Bank, 210 E. Fayette Avenue,
Effingham, Illinois on Thursday, November 21, 1996 at 3:00 p.m.
A Proxy Statement and form of proxy for the Annual Meeting
accompany this notice.
The Annual Meeting is for the purpose of considering and
acting upon:
1. The election of four directors of the Company; and
2. The transaction of such other matters as may properly
come before the Annual Meeting or any adjournments
thereof.
The Board of Directors is not aware of any other business to
come before the Annual Meeting.
Any action may be taken on any one of the foregoing pro-
posals at the Annual Meeting on the date specified above or on
any date or dates to which, by original or later adjournment, the
Annual Meeting may be adjourned. Stockholders of record at the
close of business on October 18, 1996 are the stockholders
entitled to vote at the Annual Meeting and any adjournments
thereof.
You are requested to fill in and sign the accompanying form
of proxy which is solicited by the Board of Directors and to mail
it promptly in the accompanying envelope. The proxy will not be
used if you attend and vote at the Annual Meeting in person.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Ronald R. Schettler
RONALD R. SCHETTLER
SECRETARY
Effingham, Illinois
October 28, 1996
_________________________________________________________________
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE
COMPANY THE EXPENSE OF FURTHER REQUESTS FOR PROXIES IN ORDER TO
ENSURE A QUORUM. THE ACCOMPANYING FORM OF PROXY IS ACCOMPANIED
BY A SELF-ADDRESSED ENVELOPE FOR YOUR CONVENIENCE. NO POSTAGE IS
REQUIRED IF MAILED IN THE UNITED STATES.
_________________________________________________________________
_________________________________________________________________
PROXY STATEMENT
OF
ILLINOIS COMMUNITY BANCORP, INC.
210 E. FAYETTE AVENUE
EFFINGHAM, ILLINOIS 62401-3613
_________________________________________________________________
ANNUAL MEETING OF STOCKHOLDERS
NOVEMBER 21, 1996
_________________________________________________________________
_________________________________________________________________
GENERAL
_________________________________________________________________
This proxy statement is furnished in connection with the
solicitation of proxies by the Board of Directors of Illinois
Community Bancorp, Inc. (the "Company") to be used at the annual
meeting of stockholders (the "Annual Meeting") which will be held
at the main office of Illinois Guarantee Savings Bank, 210 E.
Fayette Avenue, Effingham, Illinois on Thursday, November 21,
1996 at 3:00 p.m. This proxy statement and the accompanying
notice and form of proxy are being first mailed to stockholders
on or about October 28, 1996.
_________________________________________________________________
VOTING AND REVOCABILITY OF PROXIES
_________________________________________________________________
Stockholders who execute proxies retain the right to revoke
them at any time prior to exercise. Unless so revoked, the
shares represented by properly executed proxies will be voted at
the Annual Meeting and all adjournments thereof. Proxies may be
revoked at any time prior to exercise by written notice to Ronald
R. Schettler, Secretary of the Company, at the address shown
above, by filing a properly-executed, later-dated proxy prior to
a vote being taken on a particular proposal at the Annual Meeting
or by attending the Annual Meeting and voting in person. The
presence of a stockholder at the Annual Meeting will not revoke
such stockholder's proxy.
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, proxies will be voted for
the nominees for directors set forth below and in favor of each
of the other proposals set forth in this proxy statement for con-
sideration at the Annual Meeting. The proxy confers
discretionary authority on the persons named therein to vote with
respect to the election of any person as a director where the
nominee is unable to serve or for good cause will not serve, and
matters incident to the conduct of the Annual Meeting. If any
other business is presented at the Annual Meeting, proxies will
be voted by those named therein in accordance with the
determination of a majority of the Board of Directors. Proxies
marked as abstentions will not be counted as votes cast. In
addition, shares held in street name which have been designated
by brokers on proxies as not voted ("broker no votes") will not
be counted as votes cast. Proxies marked as abstentions or as
broker no votes, however, will be treated as shares present for
purposes of determining whether a quorum is present.
_________________________________________________________________
RECENT EVENTS
_________________________________________________________________
On July 23, 1996 at a Special Meeting of Stockholders, the
holders of a majority of the shares of common stock of Illinois
Guarantee Savings Bank, FSB, par value $1.00 per share (the "Bank
Common Stock"), which were eligible to vote at the Special
Meeting, approved an Agreement and Plan of Reorganization,
pursuant to which the Illinois Guarantee Savings Bank, FSB (the
"Bank") would become a wholly-owned subsidiary of the Company
(the "Reorganization"). The Reorganization was completed on
September 27, 1996 and on that date each outstanding share of
Bank Common Stock (except for the shares of one dissenting
stockholder) was converted into one share of the Company's common
stock, par value $.01 per share (the "Common Stock") and the
holders of Bank Common Stock became the holders of all the
outstanding shares of the Company's Common Stock.
-1-
As of September 27, 1996, the Company was not engaged in any
business activity other than to hold all of the Bank Common
Stock. The Bank continues its operations at the same location,
with the same management and is still subject to all of its
rights, obligations and liabilities existing immediately prior to
the Reorganization.
_________________________________________________________________
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
_________________________________________________________________
Stockholders of record as of the close of business on
October 18, 1996 (the "Record Date"), are entitled to one vote
for each share then held. As of the Record Date, the Company had
502,550 shares of Common Stock, issued and outstanding.
Persons and groups owning in excess of 5% of the Company's
Common Stock are required to file certain reports regarding such
ownership pursuant to the Securities Exchange Act of 1934, as
amended. Based upon such reports, management knows of no person
or entity, other than those disclosed below, who owned more than
5% of the Company's Common Stock at the Record Date. The
following table sets forth, as of the Record Date, the shares of
Company Common Stock beneficially owned by such persons and
entity and by all officers and directors of the Company as a
group.
AMOUNT AND PERCENT OF
NATURE OF SHARES OF
NAME AND ADDRESS BENEFICIAL COMMON STOCK
OF BENEFICIAL OWNERS OWNERSHIP(1) OUTSTANDING
- -------------------- ------------ ------------
Illinois Guarantee Savings Bank, FSB 40,204 (2) 8%
Employee Stock Ownership Plan
210 E. Fayette Avenue
Effingham, Illinois 62401-3613
All Officers and Directors 95,935 (3) 19.09%
as a Group (14 Persons)
<FN>
_____________
(1) In accordance with Rule 13d-3 under the Exchange Act, a
person is deemed to be the beneficial owner, for purposes of this
table, of any shares of Common Stock if he or she has or shares
voting or investment power with respect to such Common Stock or
has a right to acquire beneficial ownership at any time within 60
days from the Record Date. As used herein, "voting power" is the
power to vote or direct the voting of shares and "investment
power" is the power to dispose or direct the disposition of
shares. Except as otherwise noted, ownership is direct, and the
named individuals and group exercise sole voting and investment
power over the shares of the Common Stock. The Company's
directors and executive officers and persons who own more than
ten percent of the Common Stock, are required to report their
ownership and changes in ownership of the Common Stock with the
Company.
(2) Shares owned by the Employee Stock Ownership Plan ("ESOP")
are held in a suspense account for allocation among participants
on the basis of compensation as the loan is repaid. Of the
40,204 shares held by the ESOP, 4,623 shares had been allocated
as of June 30, 1996. The ESOP Committee as appointed by the
Board of Directors, consists of Directors Ludwig, Garbe and Sehy.
Directors Ludwig, Garbe and Sehy, none of whom are full-time
employees of the Bank, serve as the ESOP Trustee. The ESOP
Trustee must vote all allocated shares held in the ESOP in
accordance with the instructions of the participating employees.
Allocated shares for which employees do not give instructions and
unallocated shares are voted by the ESOP Trustee in the same
proportion as participants vote allocated stock; provided that,
in the absence of any voting direction as to allocated stock, the
Bank's Board of Directors shall direct the Trustee as to the
voting of all shares of unallocated stock and in the absence of
such direction from the Board Directors, the Trustee shall have
sole discretion as to the voting of such shares.
(3) Includes certain shares of Common Stock owned by businesses
in which the director is an officer or major stockholder, or by
spouses, or as a custodian or trustee for minor children, over
which shares the named individual or all officers and directors
as a group effectively exercise sole voting and investment power.
</FN>
-2-
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth, as of the Record Date, the
beneficial ownership of the Common Stock by each of the Company's
directors and nominees, the sole executive officer named in the
Summary Compensation Table and by all directors and executive
officers as a group.
AMOUNT AND PERCENT OF
NATURE OF SHARES OF
NAME AND ADDRESS BENEFICIAL COMMON STOCK
OF BENEFICIAL OWNERS(1) OWNERSHIP(2) OUTSTANDING
- -------------------- ------------ ------------
Garrett M. Andes, II 23,560 4.69%
Ernest E. Garbe 3,587 0.71
Milton Hinkle 5,500 1.09
Scott R. Kabbes -- --
Gerald E. Ludwig 44,594 8.87
Douglas A. Pike 1,000 0.20
Frederick C. Schaefer 1,000 0.20
Ronald R. Schettler 4,000 0.80
Michael F. Sehy 6,917 1.38
All Executive Officers and
Directors as a Group (10 persons) 90,158 17.94%
<FN>
_____________
(1) The persons listed in this table all have the same address as the
Company.
(2) For the definition of beneficial ownership, see footnote 1 to the table
in "Voting Securities and Principal Holders Thereof." Unless otherwise
indicated, ownership is direct and the named individual exercises sole voting
and investment power over the shares listed as beneficially owned by such
person. Does not include the shares held by the ESOP Trust. For more
information, see "Voting Securities and Principal Holders Thereof -- Footnotes
(2) and (3)" above.
</FN>
_________________________________________________________________
PROPOSAL I -- ELECTION OF DIRECTORS
_________________________________________________________________
General
At the Company's October 1996 organizational meeting, the
Board of Directors appointed Scott R. Kabbes and Ronald R.
Schettler to the Company's Board, thereby expanding the size of
the Board from seven to nine members. Both Mr. Kabbes and Mr.
Schettler have been nominated by the Board to stand for election
for full terms as Directors of the Company at the Annual Meeting.
The Company's Articles of Incorporation require that directors be
divided into three classes, as nearly equal in number as
possible, with approximately one-third of the directors elected
each year. At the Annual Meeting, three directors will be
elected for a term expiring at the 1999 Annual Meeting. The
Board of Directors has nominated Garrett M. Andes, II, Ernest E.
Garbe and Scott R. Kabbes to serve as directors for a three-year
period. The Board of Directors has also nominated Ronald R.
Schettler to serve as a director for an initial term expiring at
the 1998 Annual Meeting. Messrs. Andes and Garbe are currently
members of the Board.
It is intended that the persons named in the proxies
solicited by the Board of Directors will vote for the election of
the named nominees. If any nominee is unable to serve, the
shares represented by all valid proxies will be voted for the
election of such substitute as the Board of Directors may
recommend or the size of the Board may be reduced to eliminate
the vacancy. At this time, the Board knows of no reason why any
nominee might be unavailable to serve.
-3-
The following table sets forth, for each nominee for
director and continuing director of the Company, his age, the
year he first became a director of the Bank, which is the
Company's principal operating subsidiary, and the expiration of
his term as a director. All such persons were appointed as
directors in 1996 in connection with the incorporation and
organization of the Company, except Messrs. Schettler and Kabbes.
Each director of the Company also is a member of the Board of
Directors of the Bank.
YEAR FIRST CURRENT
ELECTED AS TERM
AGE AT DIRECTOR OF TO
NAME JUNE 30, 1996 THE BANK EXPIRE
- ---- ------------- ------------ ---------
BOARD NOMINEE FOR TERM TO EXPIRE IN 1998
Ronald R. Schettler 54 -- --
BOARD NOMINEES FOR TERMS TO EXPIRE IN 1999
Garrett M. Andes, II 39 1994 1996
Ernest E. Garbe 65 1990 1996
Scott R. Kabbes 36 -- --
DIRECTORS CONTINUING IN OFFICE
Gerald E. Ludwig 50 1988 1997
Milton Hinkle 69 1994 1997
Michael F. Sehy 57 1987 1997
Frederick C. Schaefer 60 1988 1998
Douglas A. Pike 36 1995 1998
Set forth below is information concerning the Company's
directors for at least the past five years, unless otherwise
stated.
GARRETT M. ANDES, II is the owner of a pharmacy in
Effingham, Illinois. He currently serves as Vice President of
the Kiwanas, President of the Sacred Heart Booster Club and is a
member of the Sacred Heart Building Fund Committee.
ERNEST E. GARBE was a self-employed farmer until his
retirement in 1995. He currently serves on the boards of
directors of the National Lutheran Church-Missouri Synod, Inc.,
the South Central Regional Planning Commission and the Dieterich
Community Development Corporation. Mr. Garbe is also a charter
member of the Dieterich Community Ruritan Club and a member of
the Private Industry Council of 14 County S.D.A. 23.
SCOTT R. KABBES is founder and President of EagleSoft
Incorporated, a health care software company founded in April
1993, which has offices in Effingham, Illinois and Tulsa,
Oklahoma. Prior to EagleSoft, Mr. Kabbes spent 11 years with
PSI, a veterinary software company that was acquired by Colgate
Palmolive in 1989. Mr. Kabbes is a member of St. Anthony Parish,
the Knights of Columbus, the City of Effingham Industrial
Commission and serves as Secretary of the Unit #40 Board of
Education.
GERALD E. LUDWIG is owner of Ludwig Medical, Inc., a
manufacturer of plastic disposable medical devices. Mr. Ludwig
was elected Chairman of the Board and Chief Executive Officer of
the Bank on April 18, 1995. Mr. Ludwig also currently serves as
Chairman of the Board and Chief Executive Officer of the Company.
-4-
MILTON HINKLE is a retired masonry contractor. He is a
member of the Sacred Heart Catholic Church Board of Directors as
a Lay Board Member.
MICHAEL F. SEHY is a self-employed optometrist. He
currently serves on the Effingham Park District Commission,
serves as a Director of the Effingham Rotary Club and is a
director of the Eastern Illinois Optometric Society.
FREDERICK C. SCHAEFER is a ticket agent for Greyhound, a
position he has held since 1990. From 1958 until his retirement
in 1988, Mr. Schaefer served as an Illinois State Trooper. He is
currently a member of the Knights of Columbus and the Fraternal
Order of Police.
RONALD R. SCHETTLER has been in the financial institutions
industry for more than 30 years, and currently serves as Senior
Vice President of the Bank in charge of administration and
investments, a position he has held since joining the Bank in
June 1995. Mr. Schettler also serves as Secretary to both the
Bank and the Company. Prior to June 1995, Mr. Schettler was Vice
President of Effingham State Bank in Effingham, Illinois. He is
a member of the United Methodist Church, the Scottish Rite, the
Effingham Chamber of Commerce, the Master Masons, the Effingham
Shrine Club and the Benevolent Order of Elks.
DOUGLAS A. PIKE has been in the financial institutions
industry for more than 12 years and joined the Bank in February
1995 as Vice President of Lending. Mr. Pike was appointed
President and Chief Operating Officer of the Bank on June 20,
1995. Mr. Pike currently serves as President and Chief Operating
Officer of the Company. Prior to joining the Bank, he served as
loan officer of Effingham State Bank and, prior to that, as
consumer loan officer of First National Bank of Effingham, both
in Effingham, Illinois. Mr. Pike is a Commissioner of the
Effingham City Council, and a Director for the Effingham County
Community Development Corporation.
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
The following table sets forth information regarding the
executive officers of the Company who do not serve on the Board
of Directors.
AGE AT
JUNE 30,
NAME 1996 TITLE
- --------- --------- ------
John H. Leonard 43 Senior Vice President,
Chief Credit Officer
The principal occupation of each executive officer of the
Company for the last five years, unless otherwise stated, is set
forth below.
JOHN H. LEONARD has been in the financial institutions
industry for more than 21 years and currently serves as Senior
Vice President and Chief Credit Officer of the Bank, a position
he has held since May 1996. Prior to that time, Mr. Leonard was
Assistant Vice President/Commercial Loan Officer of Citizens Bank
of Illinois in Effingham, Illinois. He is a director for the
Effingham Chamber of Commerce and a director for the Effingham
Family YMCA.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors conducts its business through
meetings of the Board and its committees. Regular meetings of
the Board of Directors are held on a monthly basis. The Board of
Directors held 12 meetings during the fiscal year ended June 30,
1996. No director attended fewer than 75% of the meetings of the
Board of Directors and committees on which such director served
during this period.
-5-
The Board's Audit Committee consists of all non-employee
directors and meets as needed to review the Bank's annual audit.
The Audit Committee met once during fiscal 1996.
The Board's Lending Committee consists of various members of
the Board on a rotating basis, and meets as needed to approve new
loans. The Lending Committee met 12 times during fiscal 1996.
The Company's full Board will act as a nominating committee
for selecting the management nominees for election as directors
in accordance with the Company's Bylaws. The Board of Directors
does not have an Executive Committee, as the full Board meets
sufficiently often to conduct Bank and Company business.
EXECUTIVE COMPENSATION
The following table sets forth the cash and noncash
compensation for fiscal 1996 awarded to or earned by the
Company's Chief Executive Officer. No executive officer of the
Company earned salary and bonus in fiscal 1996 exceeding $100,000
for services rendered in all capacities to the Company.
Annual Compensation
Name and -------------------------------
Principal Fiscal Other Annual Long-Term All Other
Position Year Salary Bonus Compensation(1) Compensation Compensation
- ----------------------------------------------------------------------------------------------------------
Douglas A. Pike (2) 1996 $42,345 -- -- -- $ 6,000
President 1995 13,919 -- -- -- -- (3)
<FN>
_______________
(1) Executive officers of the Company receive indirect compensation in the form of certain
perquisites and other personal benefits. The amount of such benefits received by the named
executive officer in fiscal 1996 or 1995 did not exceed 10% of the named executive
officer's salary during each of the two years.
(2) Although Gerald E. Ludwig holds the title of Chief Executive Officer of the Company and
Bank, Mr. Ludwig was only paid Directors fees in his capacity as a Director of the Company
and Bank during fiscal 1996. Douglas A. Pike, President and Chief Operating Officer of the
Company and Bank, performs the duties commensurate with the title of Chief Executive
Officer and is therefore listed above.
(3) Includes Directors' fees.
</FN>
EMPLOYMENT AGREEMENT. Effective January 16, 1996, the Bank
entered into a separate employment agreement (the "Employment
Agreement") with Douglas A. Pike, President of the Bank
("Executive"). In such capacity, such Executive is responsible
for overseeing all operations of the Bank, and for implementing
the policies adopted by the Board of Directors. The Board
believes that the Employment Agreement assures fair treatment of
the Executive in relation to his career with the Company and the
Bank by assuring him of some financial security.
The Employment Agreement provides for a term of three years,
with an annual base salary of $45,000 from the Bank. On each
annual anniversary date from the effective date of the Employment
Agreement, the Executive's term of employment under the
Employment Agreement will be extended for an additional one-year
period beyond the then effective expiration date, upon a
determination by the Board of Directors that the performance of
the Executive has met the Board's required performance standards
and that such Employment Agreement should be extended. The
Employment Agreement provides the Executive with a salary review
by the Board of Directors not less often than annually, as well
as with inclusion in any discretionary bonus plans, retirement
and medical plans, customary fringe benefits, vacation and sick
leave. The Employment Agreement will terminate upon the
Executive's death and may terminate due to the Executive's
disability. The Employment Agreement is also terminable for
"just cause" as defined in the Employment Agreement. In the
event of termination for just cause, no severance benefits are
available. If the Bank terminates the Executive without just
cause, the Executive will be entitled to a
-6-
continuation of his salary and benefits from the date of
termination through the remaining term of the Employment
Agreement, plus an additional 12-month period, and, at the
Executive's election, either cash in an amount equal to the cost
to the Executive of obtaining health, life, disability, and other
benefits which the Executive would have been eligible to
participate in through the Employment Agreement's expiration date
or continued participation in such benefit plans through the
agreement's expiration date, provided the Executive continued to
qualify for participation therein. If the Employment Agreement
is terminated due to the Executive's "disability" (as defined in
the Employment Agreement), the Executive will be entitled to a
continuation of his salary and benefits for up to 180 days
following such termination. In the event of the Executive's
death during the term of the Employment Agreement, his estate
will be entitled to receive his salary through the last day of
the calendar month in which the Executive's death occurred. The
Executive is able to voluntarily terminate his Employment
Agreement by providing 90 days' written notice to the Board of
Directors of the Bank, in which case the Executive is entitled to
receive only his compensation, vested rights and benefits up to
the date of termination.
The Employment Agreement contains provisions stating that in
the event of the Executive's involuntary termination of
employment in connection with, or within one year after, any
change in control of the Bank, other than for "just cause," the
Executive will be paid a lump sum payment within 10 days of such
termination an amount equal to the difference between (i) 2.99
times his "base amount," as defined in Section 280G(b)(3) of the
Internal Revenue Code of 1986, as amended (the "Code'), and (ii)
the sum of any other parachute payments, as defined under Section
280G(b)(2) of the Code, that the Executive receives on account of
the change in control. "Control" generally refers to the
acquisition, by any person or entity, of the ownership or power
to vote more than 25% of the Bank's voting stock, the control of
the election of a majority of the Bank's directors, or the
exercise of a controlling influence over the management or
policies of the Bank. In addition, under the Employment
Agreement, a change in control occurs when, during any
consecutive two-year period, directors of the Bank at the
beginning of such period cease to constitute at least a majority
of the Board of Directors of the Bank, unless the election of
such replacement directors was approved by at least a majority
vote of the initial directors then in office. The same amount
would be paid (i) in the event of an Executive's voluntary
termination of employment within 12 months following a change in
control, or (ii) in the event of the Executive's voluntary
termination of employment within one year following a change in
control, upon the occurrence, or within 90 days thereafter, of
certain specified events following the change in control, which
have not been consented to in writing by the Executive, including
(i) the requirement that the Executive to perform his principal
executive functions more than 30 miles from the Bank's primary
office, (ii) a material reduction in the Executive's base
compensation as in effect on the date of the change in control,
(iii) the failure of the Bank to continue to provide the
Executive with compensation and benefits, including material
vacation, fringe benefits, stock option and retirement plans,
(iv) the assignment to the Executive of duties and
responsibilities which are materially different from those
normally associated with his position with the Bank, (v) a
material reduction in the Executive's authority and
responsibilities, and (vi) the failure to elect or re-elect the
Executive to the Bank's Board of Directors, if he is serving on
the Board upon the date of the change in control, or (vii) a
material reduction in administrative support for the Executive.
Further, the Employment Agreement provides that within five
business days of a change in control, the Bank shall fund, or
cause to be funded, a trust in the amount of 2.99 times the
Executive's base amount, that will be used to pay the Executive
amounts owed to him upon termination, other than for just cause,
within one year of the change in control. The aggregate payments
that would be made to Mr. Pike, assuming that termination of
employment under the foregoing circumstances and based on
Mr. Pike's salary through the year ended June 30, 1996, would
have been approximately $134,550. In the event that the
Executive prevails over the Bank in a legal dispute as to the
Employment Agreement, he will be reimbursed for his legal and
other expenses.
` -7-
Option Grants in Last Fiscal Year
The following table contains information concerning the
grants of stock options under the Illinois Community Bancorp,
Inc. 1996 Stock Option and Incentive Plan (the "Option Plan") to
the Company's Chief Executive Officer. No executive officer of
the Company, other than as set forth below, received a total
salary and bonus in fiscal year 1996 that exceeded $100,000 for
services rendered in all capacities to the Company and its
subsidiaries.
Individual Grants
------------------------------------------------------------
Number of % of Total
Securities Options
Underlying Granted to
Options Employees in Exercise Expiration
Name Granted (1) Fiscal Year Price(1) Date
- ---- --------------- ------------- --------- -----------
Douglas A. Pike 12,060 30.38% $12.00 07/23/06
<FN>
____________
(1) Option grant was effective as of July 23, 1996, upon
stockholder approval of the Option Plan. Exercise price is
the market price of the Common Stock of $12.00 as of the
date of grant.
</FN>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-
END OPTION VALUES
The following table sets forth the 1996 fiscal year-end
value of unexercised in-the-money options held by the Company's
Chief Executive Officer.
Value of Securities
Number of Securities Underlying Unexercised
Underlying Unexercised In-the-Money
Options at FY-End (1) Options at FY-End (1)
Shares Acquired Value -------------------------- ---------------------------
Name on Exercise(#) Realized($) Exercisable Unexercisable Exercisable Unexercisable
- ---- --------------- ---------- ----------- ------------- ----------- -------------
Douglas A. Pike -- $ -- -- 12,060 $ -- 144,720
<FN>
____________
(1) Consists of options granted under the Option Plan. Option
grant was effective as of July 23, 1996, upon stockholder
approval of the Option Plan. Exercise price is the market
price of the Common Stock of $12.00 as of the date of
grant.
</FN>
DIRECTOR COMPENSATION
DIRECTORS' FEES. The Company's Board of Directors receive
fees of $500 per month. Total Directors' fees for fiscal 1996
were $42,000.
DIRECTOR RETIREMENT PLAN. On September 27, 1996, the
Company assumed the obligations of the Illinois Guarantee Savings
Bank, FSB Retirement Plan for Non-employee Directors, which was
adopted by the Bank's Board of Directors, effective January 1,
1995. This plan has subsequently been renamed the Illinois
Community Bancorp, Inc. Retirement Plan for Non-employee
Directors (the "Directors' Plan"). Under the Directors' Plan,
each director will receive monthly benefits for the ten-year
period following termination of service on the Board, in an
amount equal to the product of his "Benefit Percentage", his
"Vested Percentage" and $500. A participant's "Benefit
Percentage" is based on his overall years of service on the Board
of Directors of the Company, and increases in increments of 5%
for each full year of service, to 100% for 20 or more years of
service. A participant's "Vested Percentage" is based on years
of service after January 1, 1995, and increases from 33 1/3% for
less than one year of service, to 66 2/3% for one year of
service, to 100% for two or more years of service. A
participant's Vested Percentage accelerates to 100% if his
service terminates due to death or disability. In the event of a
"change in
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control" (as such term is defined in the Directors' Plan), the
participant's Vested Percentage becomes 100% regardless of his
years of service (provided the director is then serving on the
Board), and his benefit becomes immediately payable. This
provision may have the effect of deferring a hostile change in
control by increasing the costs of acquiring control. If a
participant dies, his surviving spouse will receive an amount
equal to 50% of the benefits that would have been paid to the
participant under the Directors' Plan if the participant (i) had
survived to collect the full benefits payable for retirement, and
(ii) had a Vested Percentage equal to 100%, but only if the
participant had not both terminated service on the Board of
Directors prior to his death, and then had a Vested Percentage
below 100%. The Company will pay benefits from its general
assets, and expects to establish a trust in order to hold assets
with which to pay benefits. Trust assets will be subject to the
claims of the Company's general creditors.
TRANSACTIONS WITH MANAGEMENT
From time to time the Bank makes mortgage or other loans to
its directors, officers and other employees. Under the Financial
Institutions Reform, Recovery, and Enforcement Act of 1989
("FIRREA"), loans to the Bank's directors and executive officers
are required to be made on terms substantially the same as those
offered in comparable transactions to other persons.
Furthermore, FIRREA generally prohibits loans above the greater
of $25,000 or 5.0% of the Bank's capital and surplus (up to
$500,000) to directors and officers and their affiliates, unless
such loans are approved in advance by a disinterested majority of
the board of directors. As a matter of policy, loans to
directors and officers of the Bank, as well as other affiliated
persons or entities, currently are made in the ordinary course of
business and on substantially the same terms, including interest
rates and collateral, as those prevailing at the time for
comparable transactions with other persons, do not involve more
than the normal risk of collectability or present other
unfavorable features, and are approved by the Board of Directors.
_________________________________________________________________
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
_________________________________________________________________
Larsson Woodyard & Henson, which was the Company's
independent certified public accounting firm for the 1996 fiscal
year, has been retained by the Board of Directors to be the
Company's auditors for the 1997 fiscal year. A representative of
Larsson Woodyard & Henson is expected to be present at the Annual
Meeting and will have the opportunity to make a statement if he
or she so desires.
_________________________________________________________________
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
_________________________________________________________________
Pursuant to regulations promulgated under the Securities
Exchange Act of 1934, as amended, the Corporation's officers,
directors and persons who own more than 10 percent of the
outstanding Common Stock ("Insiders") are required to file
reports detailing their ownership and changes of ownership in
such Common Stock, and to furnish the Corporation with copies of
all such reports. Based solely on the Company's review of
ownership reports received prior to the Record Date, or written
representations from reporting persons that no annual report of
change in beneficial ownership is required, the Company believes
that all directors, executive officers and stockholders owning in
excess of ten percent of the Common Stock have complied with the
reporting requirements for the 1996 fiscal year, except for
Senior Vice President John H. Leonard, who failed to file his
initial Form 3 with respect to his beneficial ownership of Bank
Common Stock, but subsequently filed his Form 3 with respect to
his beneficial ownership of the Common Stock on a timely basis.
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_________________________________________________________________
OTHER MATTERS
_________________________________________________________________
The Board of Directors is not aware of any business to come
before the Annual Meeting other than those matters described
above in this proxy statement and matters incident to the conduct
of the Annual Meeting. However, if any other matters should pro-
perly come before the Annual Meeting, it is intended that proxies
in the accompanying form will be voted in respect thereof in
accordance with the determination of a majority of the Board of
Directors.
_________________________________________________________________
MISCELLANEOUS
_________________________________________________________________
The cost of soliciting 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 solicitations by mail, directors, officers
and regular employees of the Company may solicit proxies
personally or by telegraph or telephone without additional
compensation.
The Company's 1996 Annual Report to Stockholders, including
financial statements, is being mailed to all stockholders of
record as of the close of business on the Record Date. Any
stockholder who has not received a copy of such Annual Report may
obtain a copy by writing to the Secretary of the Company. Such
Annual Report is not to be treated as a part of the proxy
solicitation material or as having been incorporated herein by
reference.
_________________________________________________________________
STOCKHOLDER PROPOSALS
_________________________________________________________________
In order to be eligible for inclusion in the Company's proxy
materials for next year's Annual Meeting of Stockholders, any
stockholder proposal to take action at such meeting must be
received at the Company's main office at 210 E. Fayette Avenue,
Effingham, Illinois 62401-3613, no later than June 1, 1997. Any
such proposal shall be subject to the requirements of the proxy
rules adopted under the Exchange Act.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Ronald R. Schettler
RONALD R. SCHETTLER
SECRETARY
Effingham, Illinois
October 28, 1996
_________________________________________________________________
ANNUAL REPORT ON FORM 10-KSB
_________________________________________________________________
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB FOR THE
FISCAL YEAR ENDED JUNE 30, 1996 AS FILED WITH THE SECURITIES
EXCHANGE COMMISSION WILL BE FURNISHED WITHOUT CHARGE TO EACH
STOCKHOLDER AS OF THE RECORD DATE UPON WRITTEN REQUEST TO
CORPORATE SECRETARY, ILLINOIS COMMUNITY BANCORP, INC., 210 E.
FAYETTE AVENUE, EFFINGHAM, ILLINOIS 62401-3613.
_________________________________________________________________
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REVOCABLE PROXY
_________________________________________________________________
ILLINOIS COMMUNITY BANCORP, INC.
EFFINGHAM, ILLINOIS
_________________________________________________________________
ANNUAL MEETING OF STOCKHOLDERS
NOVEMBER 21, 1996
The undersigned hereby appoints Gerald E. Ludwig, Douglas A.
Pike and Michael F. Sehy, with full powers of substitution, to
act as proxies for the undersigned, to vote all shares of Common
Stock of Illinois Community Bancorp, Inc. (the "Company") which
the undersigned is entitled to vote at the Annual Meeting of
Stockholders, to be held at the main office of Illinois Guarantee
Savings Bank, 210 E. Fayette Avenue, Effingham, Illinois on
Thursday, November 21, 1996 at 3:00 p.m., and at any and all
adjournments thereof, as follows:
VOTE
FOR WITHHELD
--- --------
1. The election as directors of all
nominees listed below (except as
marked to the contrary below). [ ] [ ]
For a term expiring in 1998:
Ronald R. Schettler
For terms expiring in 1999:
Garrett M. Andes, II
Ernest E. Garbe
Scott R. Kabbes
INSTRUCTION: To withhold your vote for
any individual nominee, insert that
nominee's name on the line provided below.
________________________________________
The Board of Directors recommends a vote "FOR" the listed
proposition.
_________________________________________________________________
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE
SPECIFIED, THIS PROXY WILL BE VOTED THE PROPOSITION STATED. IF
ANY OTHER BUSINESS IS PRESENTED AT THE ANNUAL MEETING, THIS PROXY
WILL BE VOTED BY THOSE NAMED IN THIS PROXY IN ACCORDANCE WITH THE
DETERMINATION OF A MAJORITY OF THE BOARD OF DIRECTORS. AT THE
PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO OTHER BUSINESS
TO BE PRESENTED AT THE ANNUAL MEETING. THIS PROXY CONFERS
DISCRETIONARY AUTHORITY ON THE HOLDERS THEREOF TO VOTE WITH
RESPECT TO THE ELECTION OF ANY PERSON AS DIRECTOR WHERE THE
NOMINEE IS UNABLE TO SERVE OR FOR GOOD CAUSE WILL NOT SERVE AND
MATTERS INCIDENT TO THE CONDUCT OF THE ANNUAL MEETING.
_________________________________________________________________
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Should the undersigned be present and elect to vote at the
Annual Meeting or at any adjournment thereof and after notifica-
tion to the Secretary of the Company at the Annual Meeting of the
stockholder's decision to terminate this proxy, then the power of
said attorneys and proxies shall be deemed terminated and of no
further force and effect.
The undersigned acknowledges receipt from the Company prior
to the execution of this proxy of notice of the annual meeting, a
Proxy Statement dated October 28, 1996 and an Annual Report to
Stockholders.
Dated: _______________________, 1996
__________________________ __________________________
PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER
__________________________ __________________________
SIGNATURE OF STOCKHOLDER SIGNATURE OF STOCKHOLDER
Please sign exactly as your name appears on the envelope in
which this form of proxy was mailed. When signing as attorney,
executor, administrator, trustee or guardian, please give your
full title. If shares are held jointly, each holder should sign.
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN
THE ACCOMPANYING POSTAGE-PREPAID ENVELOPE.