SCHEDULE 14A INFORMATION
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Subsection 240.14a-11(c)
or Subsection 240.14a-12
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
ILLINOIS COMMUNITY BANCORP, INC.
- ----------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
- ----------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] NO FEE REQUIRED
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(1) and 0-11.
1. Title of each class of securities to which
transaction applies:
________________________________________________________________
2. Aggregate number of securities to which transaction
applies:
________________________________________________________________
3. Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule 0-11 (set
forth the amount on which the filing fee is calculated and state
how it was determined):
________________________________________________________________
4. Proposed maximum aggregate value of transaction:
________________________________________________________________
5. Total fee paid:
________________________________________________________________
[ ] Fee paid previously with preliminary materials:
________________________________________________________________
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule
and the date of its filing.
1. Amount previously paid:
____________________________________________
2. Form, Schedule or Registration Statement no.:
____________________________________________
3. Filing Party:
____________________________________________
4. Date Filed:
____________________________________________
[LETTERHEAD]
September 25, 1998
Dear Stockholder:
We invite you to attend the annual meeting of stockholders
of Illinois Community Bancorp, Inc. to be held at the Ramada
Inn, Keller Drive, Effingham, Illinois on Tuesday, October 20,
1998 at 2:00 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 Community Bank. 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 OCTOBER 20, 1998
________________________________________________________________
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 Ramada Inn,
Keller Drive, Effingham, Illinois on Tuesday, October 20, 1998
at 2:00 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 three 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 September 1,1998 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
September 25, 1998
________________________________________________________________
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
OCTOBER 20, 1998
________________________________________________________________
________________________________________________________________
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 Ramada Inn, Keller Drive, Effingham, Illinois on
Tuesday, October 20, 1998 at 2:00 p.m. This proxy statement and
the accompanying notice and form of proxy are being first mailed
to stockholders on or about September 25, 1998.
________________________________________________________________
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
CONSIDERATION 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.
________________________________________________________________
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
________________________________________________________________
Stockholders of record as of the close of business on
September 1, 1998 (the "Record Date"), are entitled to one vote
for each share then held. As of the Record Date, the Company
had 466,498 shares of Common Stock, issued and outstanding.
-1-
As of the Record Date, persons and groups owning in excess
of 5% of the Company's Common Stock were 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 Community Bank 40,204 (2) 8.62%
Employee Stock Ownership Plan
210 E. Fayette Avenue
Effingham, Illinois 62401-3613
Gerald E. Ludwig 48,127 (3) 10.32
210 East Fayette Avenue
Effingham, Illinois 62401
Garrett M. Andes 29,723 6.37
210 East Fayette Avenue
Effingham, Illinois 62401
Ton-Tine Financial Partners, L.P. 37,766 8.10
c/o Jeffrey Gendell
200 Park Avenue, Suite 3900
New York, New York 10166
All Officers and Directors 132,770 (4) 28.46
as a Group (11 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, 13,291 shares had been allocated as of June 30, 1998. 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 Trustees. The
ESOP Trustees 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 Trustees 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 Trustees as to the voting of all shares of unallocated
stock and in the absence of such direction from the Board Directors, the
Trustees shall have sole discretion as to the voting of such shares.
(3) Includes 1,006 shares which maybe acquired by Mr. Ludwig pursuant to the
exercise of stock options which are exercisable within 60 days of the
Record Date.
(4) 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. Includes an aggregate of 15,451 shares
which may be acquired pursuant to the exercise of stock options
exercisable within 60 days of the Record Date.
</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 29,723 6.37%
Ernest E. Garbe 5,855 1.26
Milton Hinkle 6,722 1.44
Scott R. Kabbes 1,562 .34
Gerald E. Ludwig 48,127 10.32
Douglas A. Pike 8,722 1.87
Frederick C. Schaefer 2,608 .56
Ronald R. Schettler 10,159 2.18
Michael F. Sehy 15,183 3.26
All Executive Officers and Directors
as a Group (11 persons) 132,770 28.46
<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. For each of the persons noted above, includes shares
which may be acquired pursuant to the exercise of stock options, which
are exercisable within 60 days of the Record Date, as follows: Mr. Andes-
402 shares; Mr. Garbe-1,006 shares; Mr. Hinkle-402 shares; Mr. Kabbes-402
shares; Mr. Ludwig-1,006 shares; Mr. Pike-4,824 shares; Mr. Schafer-1,006
shares; Mr. Schettler-3,618 shares; Mr. Sehy-1,006 shares; and all
executive officers and directors as a group-15,451 shares. 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
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 2001 Annual
Meeting. The Board of Directors has nominated Frederick C.
Schaefer, Douglas A. Pike and Ronald R. Schettler to serve as
directors for a three-year period.
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 of the Company in 1996 in connection with the
incorporation and organization of the Company. 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, 1998 THE BANK EXPIRE
- ---- ------------- ------------ ---------
BOARD NOMINEES FOR TERMS TO EXPIRE IN 2001
Frederick C. Schaefer 62 1988 1998
Douglas A. Pike 38 1995 1998
Ronald R. Schettler 55 1996 1998
DIRECTORS CONTINUING IN OFFICE
Garrett M. Andes, II 41 1994 1999
Ernest E. Garbe 67 1990 1999
Scott R. Kabbes 38 1996 1999
Gerald E. Ludwig 52 1988 2000
Milton Hinkle 71 1994 2000
Michael F. Sehy 59 1987 2000
Set forth below is information concerning the Company's
directors for at least the past five years, unless otherwise
stated.
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. He is a Senior Vice Commander of the
American Legion. He also is a member of the 40 & 8 Club.
DOUGLAS A. PIKE has worked in the banking and financial
services industry for more than 14 years and joined the Bank in
February 1995 as Vice President of Lending. Mr. Pike was
appointed President of the Bank on June 20, 1995. Mr. Pike
currently serves as President and Chief Executive 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 of the Effingham County Community
Development Corporation. He is the son-in-law of Director
Milton Hinkle. Mr. Pike is a member of the local Benevolent
Order of Elks, a member of St. Anthony Parish, and the Effingham
Knights of Columbus.
RONALD R. SCHETTLER has worked in the banking and
financial services industry for more than 32 years, and
currently serves as Senior Vice President and Chief Financial
Officer of the Bank, 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, member of the
Effingham Rotary Club and the Benevolent Order of Elks.
-4-
GARRETT M. ANDES, II is the owner of Medicine Shoppe
Pharmacy in Effingham, Illinois. He currently serves as
President Elect of the Kiwanis, Past President of the Sacred
heart Booster Club, and is a member of the Sacred Heart Building
Commerce.
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, a
division of Patterson Dental Company. 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 of the Bank on April 18, 1995.
Mr. Ludwig also currently serves as Chairman of the Board of the
Company.
MILTON HINKLE is a retired masonry contractor. He is a
member of the Sacred Heart Catholic Church. He is the father-
in-law of President and Director, Douglas A. Pike.
MICHAEL F. SEHY is a self employed optometrist. He
currently serves on the Effingham Park District Commission, and
is a member of the Effingham Rotary Club and is a director of
the Eastern Illinois Optometric Society.
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 1998 TITLE
- ---- -------- -----
John H. Leonard 45 Executive Vice President,
Chief Credit Officer
Donnie U. Dueker 35 Vice President, Trust Officer
JOHN H. LEONARD has worked in the banking and financial
services industry for more than 23 years and currently serves as
Executive 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 and a member of the Effingham
Rotary Club.
DONNIE U. DUEKER has worked in the banking and financial
services industry for more than eight years and currently serves
as Vice President and Trust Officer of the Bank, while also
serving as a General Securities Representative for the Bank and
Primevest Financial Services, Inc. Prior to working for the
Bank, Mr. Dueker was Assistant Vice President and Trust Officer
of Citizens Trust Company in Effingham, Illinois. He is a
member of the Presbyterian Church and served as Secretary and
Treasurer as a member of the Effingham County United Way Board
of Directors.
-5-
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 regular meetings during the fiscal year
ended June 30, 1998. No director attended fewer than 75% of the
meetings of the Board of Directors and committees on which such
director served during this period.
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 four times during fiscal 1998.
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 11 times during fiscal
1998.
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 1998 awarded to or earned by the
Company's Chief Executive Officer. No executive officer of the
Company earned salary and bonus in fiscal 1998 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) 1998 $67,000 $1,900 $ -- $ -- $16,590 (3)
President 1997 57,000 -- -- -- --
1996 42,345 -- -- -- 6,000 (4)
<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 1998,
1997 or 1996 did not exceed 10% of the named executive officer's salary
during each of the three years.
(2) Although Gerald E. Ludwig previously held the title of Chief Executive
Officer of the Company, Mr. Ludwig was only paid Director's fees in his
capacity as a Director of the Company and Bank during fiscal 1996 and
1995. Douglas A. Pike, President and now Chief Executive Officer of the
Company, now performs and then performed the duties commensurate with the
title of Chief Executive Officer during fiscal 1996 and 1995 and is
therefore listed above. Since fiscal 1997, however, Douglas A. Pike has
been the Chief Executive Officer of the Company and the Bank.
(3) Includes ESOP and MRP contributions on Mr. Pike's behalf of $7,545 and
$9,045, respectively.
(4) Includes Directors' fees.
</FN>
EMPLOYMENT AGREEMENT. In July 1998, the Bank renewed its
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 some
financial security.
The Employment Agreement provides for a term of three
years, with a current annual base salary of $67,000 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
-6-
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 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, 1998,
would have been approximately $67,000. In the event that the
Executive prevails over the Bank in a legal dispute as to the
Employment Agreement, he will be reimbursed for his legal and
other expenses.
-7-
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-
END OPTION VALUES
The following table sets forth the 1998 fiscal year-end
value of unexercised in-the-money options held by the Company's
Chief Executive Officer. No options were granted or exercised
during fiscal 1998.
Value of Securities
Number of Securities Underlying Unexercised
Underlying Unexercised In-the-Money
Options at FY-End (1) Options at FY-End (1)
Shares Acquired Value -------------------------- -------------------------
Name on Exercise(#) Realized($) Exercisable Unexercisable Exercisable Unexercisable
- ---- --------------- ---------- ----------- ------------- ----------- -------------
Douglas A. Pike -- $ -- 4,824 7,237 $59,094 $88,653
<FN>
___________
(1) Consists of options granted under the Option Plan. Value
represents the difference between the exercise price of
$12.25 (the market price of the Common Stock as of the
date of grant) and the market price of $15.00 per share as
of September 1, 1998.
</FN>
DIRECTOR COMPENSATION
DIRECTORS' FEES. The Company's Board of Directors receive
fees of $500 per month, and were paid total fees of $42,000
during fiscal 1998, of which none were deferred.
DIRECTOR RETIREMENT PLAN. On September 27, 1996, the
Company assumed the obligations of the Illinois Community Bank
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 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%
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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 1998 fiscal
year, has been retained by the Board of Directors to be the
Company's auditors for the 1999 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 1998 fiscal year.
________________________________________________________________
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 properly 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 1998 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.
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________________________________________________________________
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 May 29, 1999. Any
such proposal shall be subject to the requirements of the proxy
rules adopted under the Exchange Act.
Stockholder proposals, other than those submitted pursuant
to the Exchange Act, must be submitted in writing to the
Company's principal executive offices at the address given in
the preceding paragraph not less than thirty days nor more than
sixty days prior to the date of any such meeting; provided,
however, that if less than forty days' notice of the meeting is
given to stockholders, such written notice shall be delivered or
mailed, as prescribed, to the Secretary of the Company not later
than the close of business on the tenth day following the day on
which notice of the meeting was mailed to stockholders.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Ronald R. Schettler
RONALD R. SCHETTLER
SECRETARY
Effingham, Illinois
September 25, 1998
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REVOCABLE PROXY
________________________________________________________________
ILLINOIS COMMUNITY BANCORP, INC.
Effingham, Illinois
________________________________________________________________
ANNUAL MEETING OF STOCKHOLDERS
October 20, 1998
The undersigned hereby appoints Gerald E. Ludwig, Michael
F. Sehy and Ernest E. Garbe, 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 Ramada Inn, Keller Drive,
Effingham, Illinois on Tuesday, October 20, 1998 at 2:00 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). [ ] [ ]
Frederick C. Schaefer
Douglas A. Pike
Ronald R. Schettler
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 September 25, 1998 and an
Annual Report to Stockholders.
Dated: _________________, 1998
_____________________________ _____________________________
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.