SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by 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 ss. 240.14A-11(c) or ss. 240.14a-12
PERMANENT BANCORP, INC.
- - --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- - --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[ ] $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 (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 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: ____________________________________.
[Permanent Bancorp Letterhead]
June 26, 1996
Dear Fellow Stockholder:
On behalf of the Board of Directors and management of Permanent
Bancorp, Inc., we cordially invite you to attend the Annual Meeting of
Stockholders of the Company. The Meeting will be held at 4:00 p.m., Evansville,
Indiana time, on July 23, 1996, at the main office of the Company located at 101
Southeast Third Street, Evansville, Indiana.
In addition to the election of directors, stockholders are being asked
to ratify the appointment of Deloitte & Touche LLP as the Company's auditors.
Accordingly, your Board of Directors unanimously recommends that you vote FOR
the election of the nominees for director and the appointment of Deloitte &
Touche LLP.
We encourage you to attend the Meeting in person. Whether or not you
plan to attend, however, please read the enclosed Proxy Statement and then
complete, sign and date the enclosed proxy and return it in the accompanying
postpaid return envelope as promptly as possible. This will save the Company
additional expense in soliciting proxies and will ensure that your shares are
represented at the Meeting.
Thank you for your attention to this important matter.
Very truly yours,
Donald P. Weinzapfel
Chairman of the Board, President
and Chief Executive Officer
PERMANENT BANCORP, INC.
101 Southeast Third Street
Evansville, Indiana 47708
(812) 428-6800
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be Held on July 23, 1996
Notice is hereby given that the Annual Meeting of Stockholders (the
"Meeting") of Permanent Bancorp, Inc. (the "Company") will be held at the main
office of the Company located at 101 Southeast Third Street, Evansville,
Indiana, at 4:00 p.m. Evansville, Indiana time, on July 23, 1996.
A Proxy Card and a Proxy Statement for the Meeting are enclosed.
The Meeting is for the purpose of considering and acting upon:
1. The election of three directors of the Company;
2. The ratification of the appointment of Deloitte & Touche LLP as
auditors for the Company for the fiscal year ending March 31, 1997;
and such other matters as may properly come before the Meeting, or any
adjournments or postponements thereof. The Board of Directors is not aware of
any other business to come before the Meeting.
Any action may be taken on the foregoing proposals at the Meeting on
the date specified above, or on any date or dates to which the Meeting may be
adjourned. Stockholders of record at the close of business on June 7, 1996 are
the stockholders entitled to vote at the Meeting and any adjournments or
postponements thereof.
You are requested to complete and sign the enclosed Proxy Card which is
solicited on behalf of the Board of Directors, and to mail it promptly in the
enclosed envelope. The Proxy will not be used if you attend and vote at the
Meeting in person.
By Order of the Board of Directors
Donald P. Weinzapfel
Chairman of the Board, President
and Chief Executive Officer
Evansville, Indiana
June 26, 1996
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE
OF FURTHER REQUESTS FOR PROXIES TO ENSURE A QUORUM AT THE MEETING.
A SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE.
NO POSTAGE IS REQUIRED IF MAILED WITHIN THE UNITED STATES.
PROXY STATEMENT
PERMANENT BANCORP, INC.
101 Southeast Third Street
Evansville, Indiana 47708
(812) 428-6800
ANNUAL MEETING OF STOCKHOLDERS
July 23, 1996
This Proxy Statement is furnished in connection with the solicitation on
behalf of the Board of Directors of Permanent Bancorp, Inc. (the "Company") of
proxies to be used at the Annual Meeting of Stockholders of the Company (the
"Meeting") which will be held at the main office of the Company, located at 101
Southeast Third Street, Evansville, Indiana, on July 23, 1996, at 4:00 p.m.,
Evansville, Indiana time, and all adjournments of the Meeting. The accompanying
Notice of Annual Meeting and this Proxy Statement are first being mailed to
stockholders on or about June 26, 1996. Certain of the information provided
herein relates to Permanent Federal Savings Bank (the "Bank"), a wholly owned
subsidiary of the Company.
At the Meeting, stockholders of the Company are being asked to consider
and vote upon (i) the election of three directors of the Company and (ii) a
proposal to ratify the appointment of Deloitte & Touche LLP as the Company's
auditors for the fiscal year ending March 31, 1997.
Vote Required and Proxy Information
All shares of common stock of the Company, par value $.01 per share (the
"Common Stock"), represented at the Meeting by properly executed proxies
received prior to or at the Meeting and not revoked, will be voted at the
Meeting in accordance with the instructions thereon. If no instructions are
indicated, properly executed proxies will be voted for the nominees and the
adoption of the proposal set forth in this Proxy Statement. The Company does not
know of any matters, other than as described in the Notice of Annual Meeting,
that are to come before the Meeting. If any other matters are properly presented
at the Meeting for action, the persons named in the enclosed form of proxy and
acting pursuant thereto will have the discretion to vote on such matters in
accordance with their best judgment.
Directors shall be elected by a plurality of the votes present in person
or represented by proxy at the Meeting and entitled to vote on the election of
directors. In all matters other than the election of directors, the affirmative
vote of the majority of shares present in person or represented by proxy at the
Meeting and entitled to vote on the matter shall be the act of the stockholders.
Proxies marked to abstain with respect to a proposal have the same effect as
votes against the proposal. Broker non-votes have no effect on the vote.
One-third of the shares of the Common Stock, present in person or represented by
proxy, shall constitute a quorum for purposes of the Meeting.
Abstentions and broker non-votes are counted for purposes of determining a
quorum.
A proxy given pursuant to this solicitation may be revoked at any time
before it is voted. Proxies may be revoked by: (i) filing with the Secretary of
the Company at or before the Meeting a written notice of revocation bearing a
later date than the proxy, (ii) duly executing a subsequent proxy relating to
the same shares and delivering it to the Secretary of the Company at or before
the Meeting, or (iii) attending the Meeting and voting in person (although
attendance at the Meeting will not in and of itself constitute revocation of a
proxy). Any written notice revoking a proxy should be delivered to Carl E. Root,
Secretary, Permanent Bancorp, Inc., 101 Southeast Third Street, Evansville,
Indiana 47708.
Voting Securities and Certain Holders Thereof
Stockholders of record as of the close of business on June 7, 1996 will
be entitled to one vote for each share then held. As of that date, the Company
had 2,248,691 shares of Common Stock issued and outstanding. The following table
sets forth information regarding share ownership of: (i) those persons or
entities known by management to beneficially own more than five percent of the
Common Stock, and (ii) all directors and executive officers as a group.
Shares Percent
Beneficially of
Beneficial Owner Owned Class
- - ---------------- ----- -----
Permanent Bancorp, Inc. 113,878(1) 5.1
Employee Stock Ownership Plan
101 Southeast Third Street
Evansville, Indiana 47708
John Hancock Mutual Life Insurance Company, et al. 203,500(2) 9.1
John Hancock Place
P.O. Box 111
Boston, Massachusetts 02117
Rahmi Soyugenc 129,823(3) 5.8
119 LaDonna Boulevard
Evansville, Indiana 47711
Directors and executive officers 221,862(4) 9.9
of the Company and the Bank
as a group (14 persons)
- - -----------------------
(1) First Bankers Trust Co., N.A., Quincy, Illinois, the trustee of the ESOP,
has sole voting and investment power over the 113,878 shares held by the
Company's Employee Stock Ownership Plan (the "ESOP") which have not been
allocated to participants, and may be deemed under applicable regulations to
beneficially own such shares. Participants under the ESOP have the right to
direct the voting of the 52,757 shares allocated to their ESOP accounts.
Under the terms of the ESOP, unallocated shares are voted by the trustee in
the same proportion that the participants vote the allocated shares with
respect to each issue being voted upon.
(2) As reported in amendment number 1 to Schedule 13G, dated January 27, 1996,
by John Hancock Mutual Life Insurance Company and certain of its
subsidiaries, including John Hancock Advisers, Inc., an investment advisor,
which reported sole voting and investment power over 203,500 shares of the
Common Stock held by two management companies for which it acts as advisor.
(3) As reported in a Schedule 13D, dated April 4, 1995, in which Mr. Soyugenc
reported sole voting and investment power over 129,823 shares of the Common
Stock.
(4) This amount includes shares held directly, as well as shares held jointly
with family members, shares held in retirement accounts, shares allocated to
the accounts of such persons under the ESOP, shares held in a fiduciary
capacity, held by certain of the group members' families, or held by trusts
of which the group member is a trustee or substantial beneficiary, with
respect to which shares the group member may be deemed to have sole or
shared voting and/or investment power. This amount also includes an
aggregate of 45,626 shares awarded under the Company's Recognition and
Retention Plan (the "RRP") to the group members (adjusted for shares
withheld by the Company to satisfy tax withholding obligations). Holders of
RRP shares have sole voting and investment power over the vested portion of
such shares and sole voting and no investment power over the unvested
portion of such shares. This amount also includes an aggregate of 86,287
shares subject to options awarded under the Company's 1993 Stock Option and
Incentive Plan (the "Stock Option Plan") which have vested and are
exercisable within 60 days of the date hereof. This amount excludes an
aggregate of 84,443 shares subject to options granted under the Stock Option
Plan which have not vested and are not exercisable within 60 days of the
date hereof.
I. ELECTION OF DIRECTORS
General
The Company's Board of Directors currently consists of eight members as a
result of the resignation of Mr. Kent R. Bernhardt who has resigned effective
May 31, 1996. Mr. Bernhardt served as a director of the Company since its
incorporation and as a director of the Bank since 1991. Each of the current
directors of the Company has served in such capacity since the Company's
organization in December 1993, except for Mr. Butterfield, who joined the Board
on January 1, 1995. The Board is divided into three classes, each of which
contains one-third of the Board. One-third of the directors is elected annually.
Directors of the Company are generally elected to serve for a three-year term or
until their respective successors are elected and qualified.
The following table sets forth certain information, as of June 7, 1996,
regarding the composition of the Company's Board of Directors, including each
director's term of office. The Board of Directors acting as the nominating
committee has recommended and approved the nominees identified in the following
table. It is intended that the proxies solicited on behalf of the Board of
Directors (other than proxies in which the vote is withheld as to a nominee)
will be voted at the Meeting FOR the election of the nominees identified below.
If a nominee is unable to serve, the shares represented by all valid proxies
will be voted for the election of such substitute nominee as the Board of
Directors may recommend. At this time, the Board of Directors knows of no reason
why any nominee may be unable to serve, if elected. Except as disclosed herein,
there are no arrangements or understandings between the nominee and any other
person pursuant to which the nominee was selected.
Shares of
Common Stock Percent
Position(s) Held Director Term to Beneficially of
Name Age in the Company Since(1) Expire Owned(2) Class
- - ------------------------------- ----- ---------------- -------- -------- ---------- ------
NOMINEES
Donald P. Weinzapfel 59 Chairman of the Board, 1978 1999 80,243(5) 3.6
President and Chief
Executive Officer
John R. Stone 64 Director 1992 1999 31,486(6) 1.4
James D. Butterfield 39 Director 1995 1999 1,190 (3)
DIRECTORS CONTINUING IN OFFICE
Daniel F. Korb 64 Director 1981 1997 9,858 (3)
Robert L. Northerner 67 Director 1978 1997 7,308 (3)
James W. Vogel 67 Director 1975 1997 16,308 (3)
John W. Forster 68 Director 1978 1998 6,808 (3)
Jack H. Kinkel 56 Director 1975 1998 22,608(4) 1.0
(1) Includes service as a director of the Bank.
(2) Amounts include shares held directly and jointly with family members, as
well as shares which are held in retirement accounts, held in a fiduciary
capacity, held by certain members of the director's family, or held by
trusts of which the director is a trustee or substantial beneficiary, with
respect to which shares the respective directors may be deemed to have sole
or shared voting and/or investment power. Amounts also include 17,015, 6,667
and 1,428 shares of restricted stock granted under the RRP (adjusted for
shares withheld by the Company to satisfy tax withholding obligations) to
Mr. Weinzapfel, Mr. Stone and each of the other non-employee directors
(other than Mr. Butterfield), respectively. Forty percent of the restricted
shares have vested to date (other than Mr. Stone's shares, which are 100%
vested), over which shares such persons have sole voting and investment
power. Holders of restricted stock have sole voting and no investment power
over the unvested portion of their RRP shares. Amounts also include
35,707, 23,805, 1,190 and 2,380 shares subject to options awarded under the
Stock Option Plan to Mr. Weinzapfel, Mr. Stone, Mr. Butterfield and to each
of the other non-employed directors of the Company, respectively, which
have vested and which are exercisable within 60 days of the date hereof.
Amounts exclude 35,708, 3,571 and 2,380 shares subject to options granted
under the Stock Option Plan to Mr. Weinzapfel, Mr. Butterfield and to each
of the other non-employed directors, respectively, which have not vested
and are not exercisable within 60 days of the date hereof.
(3) Less than one percent.
(4) Includes 8,400 shares held directly, 10,000 shares held as profit sharing
plan trustee and 400 shares held as custodian for minor grandchildren under
the Uniform Gifts to Minors Act.
(5) Includes 23,757 shares held directly, 580 shares held by Mr. Weinzapfel's
spouse and 3,184 shares held in Mr. Weinzapfel's account under the ESOP.
(6) Includes 1,014 shares held in Mr. Stone's account under the ESOP.
The principal occupation of each director of the Company and each of
the nominees for director is set forth below. All directors and nominees have
held their present position for at least five years unless otherwise indicated.
Donald P. Weinzapfel. Mr. Weinzapfel joined the Bank in 1978 as Vice
President and Director upon the merger of Home Federal Savings and Loan
Association of Evansville into the Bank. He has served as President and Chief
Executive Officer of the Bank since 1985 and as Chairman of the Board since
1990. Mr. Weinzapfel is responsible for directing and overseeing all aspects of
the Bank's operations. Mr. Weinzapfel also serves as President and Director of
the Bank's subsidiaries, Perma Service Corp. and Permanent Insurance Agency,
Inc.
John R. Stone. Until his retirement, effective April 1, 1995, Mr. Stone
served as an Executive Vice President of the Bank from January 1990, as
Secretary of the Bank from January 1994, and served in several capacities in the
Bank's lending department since joining the Bank in 1964.
James D. Butterfield. Mr. Butterfield joined the Board of Directors on
January 1, 1995. Since 1987, Mr. Butterfield has served as President of Smith &
Butterfield, Inc., a large office equipment and supply firm in the Evansville
area.
Daniel F. Korb. Prior to his retirement on December 31, 1993, Mr. Korb
served as Executive Vice President and Secretary of the Bank. Mr. Korb joined
the Bank in 1953, was promoted to Executive Vice President in 1985 and became
Secretary in 1990.
Robert L. Northerner. Since 1991, Mr. Northerner has served as Vice
President of Sales and General Manager of The Floor Covering Emporium, an
Evansville-based floor covering company. Prior thereto, Mr. Northerner was
co-owner (along with Director Vogel) and served as President of Dale Sales
Company, Inc., a service merchandising company, prior to its merger into
Roundy's, another service merchandising company. After the merger, Mr.
Northerner served as Vice President of Sales for the Evansville branch of
Roundy's from 1985 to 1989.
James W. Vogel. Mr. Vogel is Secretary-Treasurer of Results Oriented,
Inc., a service merchandising company based in Indianapolis. Mr. Vogel was
founder and co-owner (along with Director Northerner) of Dale Sales Company,
Inc. from 1952 to 1985, when this business was sold to Roundy's.
John W. Forster. Prior to his retirement in 1985, Mr. Forster was owne
and manager of Key Markets, a grocery located in Evansville, since 1951.
Jack H. Kinkel. Mr. Kinkel is President of Jack R. Kinkel & Son
Architects, P. C. and has been in private practice since 1964. Mr. Kinkel is a
licensed architect in Indiana, Kentucky and Illinois. He is certified by the
National Council of Architectural Registration Boards and is a member of the
American Institute of Architects.
Meetings and Committees of the Board of Directors
Meetings and Committees of the Company. Meetings of the Company's Board
of Directors are generally held on a monthly basis, as necessary. The Board of
Directors held 12 regular meetings during fiscal 1996. During fiscal 1996, no
incumbent director of the Company attended fewer than 75% of the aggregate of
the total number of Board meetings or meeting held by the Board committees on
which he served.
The Board of Directors of the Company has standing Executive, Audit and
Compensation Committees.
The Executive Committee is comprised of Directors Korb, Vogel and
Northerner. The Executive Committee meets on an as needed basis and exercises
the power of the Board of Directors between Board meetings, to the extent
permitted by Delaware law. This Committee did not meet during fiscal 1996.
The Audit Committee recommends independent auditors to the Board,
reviews the results of the auditors' services, reviews with management and the
internal auditors the systems of internal control and internal audit reports and
assures that the books and records of the Company are kept in accordance with
applicable accounting principles and standards. The members of the Audit
Committee are Directors Kinkel, Bernhardt and Forster. During the fiscal year
ended March 31, 1996, this Committee did not meet; rather, the full Board
performed its function.
The Compensation Committee is composed of Directors Vogel, Bernhardt
and Forster. This Committee is responsible for administering the Company's Stock
Option Plan and RRP. This Committee met once during the fiscal year ended March
31, 1996.
The entire Board of Directors acts as a nominating committee for
selecting nominees for election as directors. While the Board of Directors of
the Company will consider nominees recommended by stockholders, the Board has
not actively solicited such nominations. Pursuant to the Company's Bylaws,
nominations by stockholders must be delivered in writing to the Secretary of the
Company at least 30 days prior to the date of the Meeting.
Meetings and Committees of the Bank. The Bank's Board of Directors
meets monthly and may have additional special meetings upon the written request
of the Chairman of the Board or at least three directors. The Board of Directors
met 12 times during the fiscal year ended March 31, 1996. During fiscal 1996, no
incumbent director of the Bank attended fewer than 75% of the aggregate of the
total number of Board meetings and the total number of meetings held by the
committees of the Board of Directors on which he served.
The Bank has standing Audit and Compensation Committees.
The Audit Committee meets quarterly to review the adequacy of internal
and external audit controls and directly supervises the Bank's Internal Auditor.
The Audit Committee also recommends the selection of the Bank's independent
auditors to the Board of Directors, meets with the auditors to discuss the scope
and to review the results of the annual audit and acts as liaison between the
Board and management and the auditors. Board members of this Committee include
Directors Kinkel (Chairman), Forster, Bernhardt, Butterfield and Weinzapfel (ex
officio). This Committee met four times during fiscal 1996.
The Compensation Committee meets annually to review salaries and
directors fees as well as the performance of officers, and to recommend
compensation adjustments to the full Board. This Committee is comprised of
Directors Vogel (Chairman), Northerner, Bernhardt, Korb and Weinzapfel (ex
officio). During fiscal 1996, this Committee met twice.
Director Compensation
Fees. The Company's directors are not paid fees for their service in
such capacity. Non-employee directors of the Bank are paid a fee of $1,000 per
quarter plus $500 per Board meeting attended. Employee members of the Bank's
Board receive $500 for each Board meeting attended. No fee is paid for
membership on the Bank's committees.
Deferred Compensation Agreements. The Bank has entered into a Director
Deferred Compensation Agreement ("DDCA") with each non-employee director, other
than Messrs. Stone and Butterfield. The DDCAs are unfunded, non-qualified
agreements which provide for retirement, death and disability benefits for the
participants or their designated beneficiaries. Under the DDCAs, each
non-employee director may, for a period of up to five years, make an annual
election to defer receipt of all or a portion of his monthly director fees.
Deferred amounts are credited with interest, compounded monthly, at a rate equal
to the greater of (i) the Seven Year Treasury Constant Maturity Index plus 200
basis points, or (ii) a 10% annualized rate. When the director reaches the age
specified in his DDCA (generally between age 70 and 73), he will be entitled to
receive his accrued benefit payable over a 10-year period. The DDCAs also
provide for disability and death benefits, including a $10,000 burial expense
payment. Until disbursed, the amounts directed to be deferred are subject to the
claims of general creditors.
Executive Compensation
The Company has not paid any compensation to its executive officers
since its formation. The Company does not presently anticipate paying any
compensation to such persons until it becomes actively involved in the operation
or acquisition of businesses other than the Bank.
The following table sets forth information regarding compensation paid
by the Bank to its Chief Executive Officer for services rendered during fiscal
years ended March 31, 1996, 1995 and 1994. No other executive officer made in
excess of $100,000 during the fiscal year ended March 31, 1996.
SUMMARY COMPENSATION TABLE
Long Term
Compensation
Annual Compensation Awards
---------------------------------- ----------------------------
Restricted
Stock Options/ All Other
Name and Principal Position Year Salary Bonus Award(s) SARs Compensation
($) ($) ($) (#) ($)(1)
- - ------------------------------------ -------- ------------ ----------- -------------- ------------- -------------------------
Donald P. Weinzapfel 1996 $156,600 --- --- --- $4,879
President and Chief 1995 140,016 --- --- --- 3,826
Executive Officer 1994 127,074 $3,683(2) $238,050(3) 71,415(4) 3,827
==================================== ======== ============ =========== ============== ============= =========================
(1) 1996: Matching contributions to Mr. Weinzapfel's account in the Bank's
401(k) Plan, $1,581; life insurance premiums, $3,298; 1995: $350, $3,476;
1994: $0, $3,827.
(2) Represents a bonus equal to two percent of salary which was paid to each of
the Bank's employees during fiscal 1994.
(3) Represents the dollar amount on the date of grant of 23,805 shares of
Common Stock awarded to Mr. Weinzapfel during fiscal 1994 under the RRP. The
shares will be earned in equal annual installments over a five year period,
subject to Mr. Weinzapfel's continuous service (as defined in the RRP) to
the Company or the Bank and the Bank meeting its fully phased-in capital
requirements. The second 20% installment of such shares vested on March 31,
1996. During the restricted period, Mr. Weinzapfel will be entitled to vote
the shares and receive cash dividends (if any are paid) with respect to the
shares. At March 31, 1996, the unvested portion of Mr. Weinzapfel's RRP
shares (14,283 shares, as adjusted for shares withheld by the Company to
satisfy tax withholding obligations) had an aggregate market value of
$203,533, based on the $14.25 closing price for the Common Stock as reported
by the Nasdaq National Market on such date.
(4) During fiscal 1994, Mr. Weinzapfel was awarded an incentive stock option to
purchase 71,415 shares of the Common Stock under the Stock Option Plan, 50%,
or 35,707 shares, of which have vested on March 31, 1996 and are currently
exercisable.
The following table sets forth certain information concerning the
number and value of stock options at March 31, 1996 held by the Chief Executive
Officer.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION VALUES
Value of
Number of Unexercised
Unexercised In-the-Money
Options at Options at
FY-End (#) FY-End ($) (1)
--------------------------- ----------------------------
Shares Acquired
Name on Exercise (#) Value Realized ($) Exercisable Unexercisable Exercisable Unexercisable
---- --------------- ------------------ ----------- ------------- ----------- -------------
Donald P. Weinzapfel N/A N/A 35,707 35,708 $151,755 $151,759
========================= =============== ================== =========== ============= =========== =============
(1) Represents the aggregate market value of incentive stock options to
purchase 35,707 and 35,708 shares of Common Stock (market price less
the exercise price of $10.00 per share), respectively, awarded to Mr.
Weinzapfel, based upon the closing price of $14.25 per share for the
Common Stock on March 31, 1996, as reported by the Nasdaq National
Market.
Employment Agreement
In connection with the Bank's conversion from mutual to stock form
completed on March 31, 1994 (the "Conversion"), the Bank entered into an
employment agreement with Donald P. Weinzapfel. The employment agreement
provides for a three year term and an annual base salary as determined by the
Board of Directors, which may not be less than Mr. Weinzapfel's current salary.
Salary increases are reviewed not less often than annually thereafter, and are
subject to the sole discretion of the Board of Directors. The employment
agreement provides for an extension for one additional year at the end of each
contract year, but only upon authorization by the Board of Directors. The
agreement provides for termination upon Mr. Weinzapfel's death, for cause or
upon certain events specified by regulations of the Office of Thrift
Supervision. The agreement is terminable by Mr. Weinzapfel upon 90 days' notice
to the Bank.
The employment agreement also provides for payment to Mr. Weinzapfel,
in the event there is a change in control of the Company or the Bank (as defined
in the agreement) where employment terminates involuntarily in connection with
such change in control or within 12 months thereafter, of the remaining salary
payable under the contract, plus an additional amount, the sum of which will not
exceed 299% of Mr. Weinzapfel's highest salary in effect under the employment
agreement at any time during the 12 months prior to the date of termination,
provided that total payments under the agreement may not exceed three times Mr.
Weinzapfel's average annual compensation or an amount that would cause certain
adverse tax consequences to the Bank and Mr. Weinzapfel under Section 280G of
the Internal Revenue Code of 1986, as amended. The agreement contains a
provision which prohibits Mr. Weinzapfel, for a period of one year, from,
directly or indirectly, owning, managing, operating or controlling, or
participating in the ownership, management, operation or control of, or be
employed by or connected in any manner with, any financial institution having an
office located within 20 miles of any office of the Bank at the date of his
termination. The agreement also provides, among other things, for participation
in an equitable manner in employee benefits applicable to executive personnel.
The employment agreement may have an "anti-takeover" effect that could affect a
proposed future acquisition of control of the Company.
Pension Plan
The Bank's employees are included in the Financial Institutions
Retirement Fund, a multiple employer comprehensive pension plan (the "Pension
Plan"). This noncontributory defined benefit retirement plan covers all
full-time employees who have reached the age of 21 and have completed one year
of service. The Pension Plan currently provides for an annual benefit at normal
retirement (age 65) equal to 2% of the employee's average annual salary over the
five consecutive years of highest salary multiplied by the employee's number of
years of service. Other than administrative expenses of the Pension Plan paid by
the Bank, the Bank contributed $90,953 to the Pension Plan during fiscal 1996.
The following table indicates the annual retirement benefit that would
be payable under the Pension Plan upon retirement at age 65 to a participant
electing to receive his retirement in the standard form of benefit, assuming
various specified levels of compensation and years of service.
PENSION PLAN TABLE
Years of Service
Remuneration 15 20 25 30 35 40 45
-- -- -- -- -- -- --
$ 50,000 $15,000 $ 20,000 $ 25,000 $ 30,000 $ 35,000 $ 40,000 $ 45,000
75,000 22,500 30,000 37,500 45,000 52,500 60,000 67,500
100,000 30,000 40,000 50,000 60,000 70,000 80,000 90,000
125,000 37,500 50,000 62,500 75,000 87,500 100,000 109,000
150,000 45,000 60,000 75,000 90,000 105,000 109,000 109,000
175,000 52,500 70,000 87,500 105,000 109,000 109,000 109,000
200,000 60,000 80,000 100,000 109,000 109,000 109,000 109,000
225,000 67,500 90,000 109,000 109,000 109,000 109,000 109,000
At March 31, 1996, Mr. Weinzapfel had 41 years of credited service
under the Pension Plan.
Certain Transactions
The Bank has followed a policy of granting loans offered generally by
the Bank, subject to applicable regulations, to officers, directors and
employees. The loans to such persons are made in the ordinary course of business
and on the same terms and conditions as those of comparable transactions
prevailing at the time, in accordance with the Bank's underwriting guidelines,
and do not involve more than the normal risk of collectibility or present other
unfavorable features, which is consistent with current federal requirements.
Loans to executive officers and directors must be approved by a majority of the
disinterested directors and loans to other officers and other employees must be
approved by two officers of the Bank who are authorized to approve such loans.
Loans to all directors, executive officers, employees and their associates
totalled approximately $2.4 million at March 31, 1996, which was approximately
5.8% of the Company's stockholders' equity at such date.
Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who own more than 10% of
a registered class of the Company's equity securities, to file with the
Securities and Exchange Commission initial reports of ownership and reports of
changes in ownership of the Common Stock. Officers, directors and greater than
10% shareholders are required by regulation to furnish the Company with copies
of all Section 16(a) forms they file.
To the Company's knowledge, based solely upon information provided to
the Company by the officers and directors subject to Section 16 of the
Securities Exchange Act of 1934, all such persons timely reported all
transactions as required.
Compensation Committee Report on Executive Compensation
Set forth below is a report prepared by Directors Vogel, Forster and
Bernhardt, in their capacity as the Compensation Committee of the Board of
Directors of the Company (the "Company Committee") and Directors Vogel,
Northerner, Bernhardt, Korb and Weinzapfel in their capacity as the Compensation
Committee of the Board of Directors of the Bank (the "Bank Committee"). The
Company Committee administers the Stock Option Plan and RRP. The Bank Committee
meets annually to review salaries and directors fees as well as the performance
of officers, and to recommend compensation adjustments to the full Board. The
report below addresses the compensation policies for the last fiscal year as
they affected the Chief Executive Officer, Mr. Weinzapfel, and other executive
officers of the Company and the Bank.
Salaries. The Bank Committee sets the salaries for each executive
officer, including Mr. Weinzapfel, annually, under a salary
administration program applicable to all executive officers designed
for the Bank by an independent consulting firm. Under the program,
salaries are set within ranges of executives in comparable positions in
the Bank's competitive market. The Bank Committee uses these ranges as
a guide for determining each executive officer's salary, subject to
adjustment on a case-by-case basis. An executive officer's salary may
vary within the salary range for each position as a result of the Bank
Committee's assessment of the executive's individual performance over
the past year, as well as tenure and internal and external
competitiveness. Each of the Bank's executive officers earns near the
mid-point of his or her salary range.
Based on its review of these criteria, effective April 1, 1996, the
Bank Committee decided to increase the base salary of some executive
officers and to maintain the base salary paid to Mr. Weinzapfel and
most other executive officers, in accordance with the Salary Adminis-
tration Program. (See Bonus Awards)
Stock Option Awards and Restricted Stock Awards. Among the benefits to
the Bank resulting from the Company's initial public offering of stock
in the Conversion is the ability to attract and retain personnel
through prudent use of stock option and other stock-related incentive
programs. In connection with the Conversion, the Company and the Bank
adopted the Stock Option Plan and the RRP. The Compensation Committee
believes that stock ownership by management and stock-based performance
compensation arrangements are beneficial in aligning management's and
stockholders' interests in the enhancement of stockholder value. Thus,
the Compensation Committee has utilized these elements in the
compensation packages to its executive officers. To date, the
Compensation Committee has awarded stock options under the Stock Option
Plan and restricted stock under the RRP to all executive officers and
other key employees of the Bank. During the fiscal year ended March 31,
1994, the Compensation Committee granted awards to Mr. Weinzapfel and
the executive officer group under the Stock Option Plan and RRP. No
further awards were granted to such persons during fiscal 1995. During
fiscal 1996, the Compensation Committee awarded stock options for
16,000 shares and 3,000 shares of restricted stock to Mr. Murray J.
Brown who was appointed as Executive Vice President during the fiscal
year.
In granting awards under the Stock Option Plan and RRP to Mr.
Weinzapfel and the other executive officers, the Company Committee
considered, among other things, position and years of service, value of
the individual's service to the Bank and the Company and the added
responsibilities of such individuals as executive officers of a public
company. As a stock-related incentive plan, the Stock Option Plan and
RRP are also designed to recognize the past contributions of the
officers, directors and employees to the Bank and to encourage them t
remain with the Bank.
Bonus Awards. In order to align executive compensation with stockholder
interests, the Bank has developed a Cash Bonus Program in which
Executive Officers will be awarded a percent of their base salary upon
the achievement of certain levels of profitability.
Internal Revenue Code Section 162(m). In 1993, Section 162(m) was added
to the Internal Revenue Code, the effect of which is to eliminate the
deductibility of compensation over $1 million, with certain exclusions,
paid to each of certain highly compensated executive officers of
publicly held corporations, such as the Company. Section 162(m) applies
to all remuneration (both cash and non-cash) that would otherwise be
deductible for tax years beginning on or after January 1, 1994, unless
expressly excluded. Because the current compensation of each of the
Company's executive officers is well below the $1 million threshold,
the Company has not addressed the new provision.
James W. Vogel Robert L. Northerner
John W. Forster Daniel F. Korb
Kent R. Bernhardt Donald P. Weinzapfel
(ex officio)
Stock Performance Presentation
Set forth below is a line graph comparing the cumulative total return
on the Company's Common Stock to the cumulative total return of the Nasdaq
Market Index and the Media General Savings and Loan Index for each semi-annual
period from April 4, 1994 (the date the Company's Common Stock first reported on
the Nasdaq Stock Market) through March 31, 1996. The presentation assumes $100
was invested on April 4, 1994.
Comparison Of Cumulative Total Return
Of Company, Industry Index and Broad Market
Fiscal Year Ending
Company 1994 1994 1995 1995 1996
- - ------- ---- ---- ---- ---- ----
Permanent Bancorp Inc. 100.00 109.76 151.22 165.17 140.36
Industry Index 100.00 114.83 113.70 149.12 162.15
Broad Market 100.00 104.44 105.36 128.42 133.28
Compensation Committee Interlocks and Insider Participation
During fiscal 1996, the Compensation Committee of the Bank was
comprised of Directors Vogel, Northerner, Bernhardt, Korb and Weinzapfel (ex
officio). Prior to his retirement effective December 31, 1993, Mr. Korb served
as the Bank's Executive Vice President and Secretary. During fiscal 1996, Mr.
Weinzapfel served as Chairman of the Board, President and Chief Executive
Officer of the Bank. In addition, Mr. Weinzapfel has entered into an employment
agreement with the Bank. See "Employment Agreement" above.
II. RATIFICATION OF THE APPOINTMENT OF AUDITORS
The Board of Directors has renewed the Company's arrangement for
Deloitte & Touche LLP to be its auditors for the 1997 fiscal year, subject to
the ratification of the appointment by the Company's stockholders. A
representative of Deloitte & Touche LLP is expected to attend the Meeting to
respond to appropriate questions and will have an opportunity to make a
statement if he or she so desires.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE
RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY'S
AUDITORS FOR THE FISCAL YEAR ENDING MARCH 31, 1997.
STOCKHOLDER PROPOSALS
In order to be eligible for inclusion in the Company's proxy materials
for the next Annual Meeting of Stockholders, any stockholder proposal to take
action at such meeting must be received at the Company's main office located at
101 Southeast Third Street, Evansville, Indiana 47708, no later than February
20, 1997. Any such proposal shall be subject to the requirements of the proxy
rules adopted under the Securities Exchange Act of 1934.
OTHER MATTERS
The Board of Directors is not aware of any business to come before the
Meeting other than those matters described above in this Proxy Statement.
However, if any other matter should properly come before the Meeting, it is
intended that holders of the proxies will act in accordance with their best
judgment.
The cost of solicitation of proxies will be borne by the Company. The
Company will reimburse brokerage firms and other custodians, nominees and
fiduciaries for reasonable expenses incurred by them in sending proxy materials
to the beneficial owners of Common Stock. In addition to solicitation by mail,
directors, officers and regular employees of the Company and/or the Bank may
solicit proxies personally or by telegraph or telephone without additional
compensation.
BY ORDER OF THE BOARD OF DIRECTORS
Donald P. Weinzapfel
Chairman of the Board, President
and Chief Executive Officer
Evansville, Indiana
June 26, 1996
REVOCABLE PROXY
PERMANENT BANCORP, INC.
[ X ] PLEASE MARK VOTES
AS IN THIS EXAMPLE
ANNUAL MEETING OF STOCKHOLDERS
July 23, 1996
The undersigned hereby appoints the Board of Directors of Permanent Bancorp,
Inc. (the "Company"), and the survivor of them, with full powers of
substitution, to act as attorneys and proxies for the undersigned to vote all
shares of common stock of the Company which the undersigned is entitled to vote
at the Annual Meeting of Stockholders (the "Meeting"), to be held at the main
office of the Company located at 101 Southeast Third Street, Evansville,
Indiana, at 4:00 p.m., Evansville, Indiana time, on July 23, 1996, and at any
and all adjournments and postponements thereof, as follows:
I. The election as directors of all nominees listed below for three-year terms.
DONALD P. WEINZAPFEL
JOHN R. STONE
JAMES D. BUTTERFIELD
[ ] FOR [ ] WITHHOLD [ ] FOR ALL EXCEPT
INSTRUCTION:To withhold authority to vote for any individual nominee, mark "For
All Except" and write that nominee's name in the space provided below.
- - --------------------------------------------------------------------------------
II. Ratification of the appointment of Deloitte &Touche LLP as auditors for the
Company for the fiscal year ending March 31, 1997.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
In their discretion, the proxies are authorized to vote on such other matters
as may properly come before the Meeting or any adjournments or postponements
thereof.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED,
THIS PROXY WILL BE VOTED FOR THE NOMINEES AND THE PROPOSAL STATED. IF ANY OTHER
BUSINESS IS PRESENTED AT SUCHMEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED IN
THIS PROXY IN THEIR BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD OF DIRECTORS
KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE MEETING.
The Board of Directors recommends a vote "FOR" the listed nominees and
proposal.
Please be sure to sign and date this Proxy in the box below.
- - --------------------------------------------------------------------------------
Date
Stockholder sign above Co-holder (if any) sign above
- - --------------------------------------------------------------------------------
Detach above card, sign, date and mail in postage paid envelope provided.
PERMANENT BANCORP, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
Should the above signed be present and elect to vote at the Meeting or at any
adjournments or postponements thereof, and after notification to the Secretary
of the Company at the Meeting of the stockholder's decision to terminate this
Proxy, then the power of such attorneys and proxies shall be deemed terminated
and of no further force and effect.
The above signed acknowledges receipt from the Company, prior to the execution
of this Proxy, of a Notice of the Meeting, a Proxy Statement dated June 26, 1996
and the Company's Annual Report to Stockholders for the fiscal year ended March
31, 1996.
Please sign exactly as your name(s) appear(s) on this proxy card. When signing
as attorney, executor, administrator, trustee or guardian, please give your full
title. If shares are held jointly, each holder should sign.
PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY