SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [X]
Filed by the Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
[X] Definitive Proxy Statement Commission Only (as permitted
[_] Definitive Additional Materials by Rule 14a-6(e)(2))
[_] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
HOPFED BANCORP, INC
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(Name of Registrant as Specified in its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1. Title of each class of securities to which transaction applies:
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2. Aggregate number of securities to which transaction applies:
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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):
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4. Proposed maximum aggregate value of transaction:
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5. Total fee Paid:
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[_] 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:
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2. Form, Schedule or Registration Statement No.:
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3. Filing Party:
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4. Date Filed:
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1
HOPFED BANCORP, INC.
2700 FORT CAMPBELL BOULEVARD
HOPKINSVILLE, KENTUCKY 42440
April 30, 1998
Dear Stockholder:
We invite you to attend the first Annual Meeting of Stockholders (the
"Annual Meeting") of HopFed Bancorp, Inc. (the "Company") to be held at the main
office of Hopkinsville Federal Savings Bank, 2700 Fort Campbell Boulevard,
Hopkinsville, Kentucky on Wednesday, May 27, 1998 at 10:00 a.m., local time.
The attached Notice of Annual Meeting and Proxy Statement describe the
formal business to be transacted at the Annual Meeting.
As an integral part of the Annual Meeting, we will report on the operations
of the Company. Directors and officers of the Company will be present to
respond to any questions that our stockholders may have. Detailed information
concerning our activities and operating performance is contained in our Annual
Report which also is enclosed.
YOUR VOTE IS IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES YOU OWN. On
behalf of the Board of Directors, we urge you to please sign, date and return
the enclosed proxy card in the enclosed postage-prepaid envelope as soon as
possible even if you currently plan to attend the Annual Meeting. This will not
prevent you from voting in person, but will assure that your vote is counted if
you are unable to attend the Annual Meeting.
Sincerely,
Bruce Thomas
President and Director
HOPFED BANCORP, INC.
2700 FORT CAMPBELL BOULEVARD
HOPKINSVILLE, KENTUCKY 42440
(502) 885-1171
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 27, 1998
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the "Annual
Meeting") of HopFed Bancorp, Inc. (the "Company") will be held at the main
office of Hopkinsville Federal Savings Bank, 2700 Fort Campbell Boulevard,
Hopkinsville, Kentucky on Wednesday, May 27, 1998 at 10:00 a.m., local time.
The Annual Meeting is for the following purposes, which are more completely
described in the accompanying Proxy Statement:
1. The election of three directors of the Company.
2. Such other matters as may properly come before the Annual Meeting or
any adjournment 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 proposals at the Annual
Meeting or any adjournments thereof. Stockholders of record at the close of
business on April 13, 1998, are the stockholders entitled to vote at the Annual
Meeting and any adjournment thereof.
You are requested to fill in and sign the enclosed proxy which is solicited
by 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 Annual Meeting in person.
BY ORDER OF THE BOARD OF DIRECTORS
BOYD M. CLARK
SECRETARY
Hopkinsville, Kentucky
April 30, 1998
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IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF A
FURTHER REQUEST FOR PROXIES IN ORDER TO INSURE A QUORUM. A SELF-ADDRESSED
ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED
WITHIN THE UNITED STATES.
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PROXY STATEMENT
HOPFED BANCORP, INC.
2700 FORT CAMPBELL BOULEVARD
HOPKINSVILLE, KENTUCKY 42440
(502) 885-1171
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD
MAY 27, 1998
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INTRODUCTION
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This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of HopFed Bancorp, Inc. (the "Company") for
the Annual Meeting of Stockholders (the "Annual Meeting") to be held at the main
office of Hopkinsville Federal Savings Bank (the "Bank"), 2700 Fort Campbell
Boulevard, Hopkinsville, Kentucky on Wednesday, May 27, 1998, at 10:00 a.m.,
local time. The accompanying Notice of Annual Meeting and this Proxy Statement,
together with the enclosed form of proxy, are first being mailed to stockholders
on or about April 30, 1998.
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VOTING AND REVOCATION OF PROXIES
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Proxies solicited by the Board of Directors of the Company will be voted in
accordance with the directions given therein. WHERE NO INSTRUCTIONS ARE GIVEN,
PROPERLY EXECUTED PROXIES WHICH HAVE NOT BEEN REVOKED WILL BE VOTED FOR THE
NOMINEES FOR DIRECTORS SET FORTH BELOW. 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 with respect to 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 proxy cards 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.
Stockholders who execute the form of proxy enclosed herewith retain the
right to revoke such proxies 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 the Secretary of the Company or by the filing
of a properly executed, later-dated proxy. A proxy will not be voted if a
stockholder attends the Annual Meeting and votes in person. The presence of a
stockholder at the Annual Meeting alone will not revoke such stockholder's
proxy.
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VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
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The securities which can be voted at the Annual Meeting consist of shares
of the Company's common stock, $.01 par value per share ("Common Stock").
Stockholders of record as of the close of business on April 13, 1998 (the
"Record Date") are entitled to one vote for each share of Common Stock then held
on all matters. As of the Record Date, 4,033,625 shares of the Common Stock
were issued and outstanding. The presence, in person or by proxy, of at least a
majority of the total number of shares of Common Stock outstanding and entitled
to vote will be necessary to constitute a quorum at the Annual Meeting
The following table sets forth, as of the Record Date, certain information
as to the persons believed by management to be the beneficial owners of more
than 5% of the outstanding shares of Common Stock and as to the shares of Common
Stock beneficially owned by all executive officers and directors of the Company
as a group. Persons and groups owning in excess of 5% of Common Stock are
required to file certain reports regarding such ownership with the Company and
the Securities and Exchange Commission ("SEC") pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). This information is
based on the most recent reports filed by such persons or information provided
to the Company by such persons.
Percent of Shares
Name and Address of Amount and Nature of of Common Stock
Beneficial Owners Beneficial Ownership(1) Outstanding
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All Executive Officers and 140,278 (2) 3.5%
Directors as a Group
(8 persons)
HopFed Bancorp, Inc. 322,690 8.0%
Employee Stock Ownership
Plan and Trust
2700 Fort Campbell Boulevard
Hopkinsville, Kentucky 42440
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(1) In accordance with Rule 13d-3 under the Exchange Act, a person is
considered to "beneficially own" any shares of Common Stock (a) over which he
has or shares voting or investment power, or (b) of which he has the right to
acquire beneficial ownership at any time within 60 days of the Record Date. As
used herein, "voting power" is the power to vote or direct the vote of shares,
and "investment power" is the power to dispose or direct the disposition of
shares.
(2) Includes shares owned directly by directors and officers of the Company as
well as shares held by their spouses and minor children and trusts of which
certain directors are trustees, but does not include shares held or beneficially
owned by other relatives as to which they disclaim beneficial ownership.
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PROPOSAL I -- ELECTION OF DIRECTORS
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The Company's Certificate of Incorporation requires that directors be
divided into three classes, as nearly equal in number as possible, the members
of each class to serve for a term of three years and until their successors are
elected and qualified. As a result of the resignation of Drury R. Embry from
the Board of Directors, the Board of Directors currently consists of eight
members. The Board of Directors has nominated WD Kelley, Clifton H. Cochran and
Walton G. Ezell to serve for three-year terms or until their successors are
elected and qualified. Delaware law provides that directors shall be elected by
a plurality of the votes of the shares present in person or represented by proxy
and entitled to vote on the election of directors.
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. Stockholders are
not entitled to cumulate their votes for the election of directors. If any
nominee is unable to serve, the shares represented by all valid proxies will be
voted for the election of such substitute director as the Board of Directors may
recommend or the Board of Directors may reduce the number of directors to
eliminate the vacancy.
2
The following table sets forth for each nominee and for each director
continuing in office, including the named executive officer, such person's name,
age, the year such person first became a director and the number of shares and
percentage of Common Stock beneficially owned.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE NOMINEES NAMED BELOW AS
DIRECTORS OF THE COMPANY.
PRESENT SHARES OF
YEAR FIRST TERM COMMON STOCK
ELECTED TO BENEFICIALLY
NAME AGE(1) DIRECTOR (2) EXPIRE OWNED (3)
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BOARD NOMINEES FOR TERMS TO EXPIRE IN 2001
WD Kelley 77 1972 1998 20,374
Clifton H. Cochran 76 1977 1998 25,000
Walton G. Ezell 63 1965 1998 23,336
DIRECTORS CONTINUING IN OFFICE
Boyd M. Clark 52 1990 1999 10,772
John Noble Hall, Jr. 76 1962 1999 23,385
Chester K. Wood 88 1957 1999 10,000
Bruce Thomas 60 1990 2000 5,721
Peggy R. Noel 59 1995 2000 17,190
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(1) At December 31, 1997.
(2) Includes term of office as director of Hopkinsville Federal Savings Bank
(the "Bank") prior to the conversion of the Bank to a stock savings bank as a
wholly owned subsidiary of the Company on February 6, 1998 (the "Conversion").
Each director of the Company is also a director of the Bank.
(3) At the Record Date. In accordance with Rule 13d-3 under the Exchange Act,
a person is considered to "beneficially own" any shares of Common Stock (a) over
which he has or shares voting or investment power, or (b) as to which he has the
right to acquire beneficial ownership at any time within 60 days of the Record
Date. As used herein, "voting power" is the power to vote or direct the vote of
shares, and "investment power" is the power to dispose or direct the disposition
of shares. Includes shares owned directly by the named individuals as well as
shares held by their spouses and minor children but does not include shares held
or beneficially owned by other relatives as to which they disclaim beneficial
ownership. Each nominee and director beneficially owns less than 1% of the
shares outstanding. Does not include unallocated shares held by the trust for
the Company's Employee Stock Ownership Plan and Trust ("ESOP"), the voting of
which is directed by the ESOP trustees in the same proportion as ESOP
participants vote allocated stock or, in the absence of such direction, as
directed by the Board of Directors. See "Voting Securities and Principal Holders
Thereof."
3
Listed below is certain information about the principal occupations of the
Board nominees and the other directors of the Company. Unless otherwise noted,
all such persons have held these positions for at least five years.
WD KELLEY. Prior to his retirement in 1980, Mr. Kelley served as
superintendent of Schools for Christian County, Kentucky. Mr. Kelley currently
serves as Chairman of the Board of Directors of the Bank, a position he has held
since 1995. He also serves as Chairman of the Board of Directors of the
Company.
CLIFTON H. COCHRAN. Prior to his retirement in 1982, Mr. Cochran was in
the retail clothing business.
WALTON G. EZELL. Mr. Ezell is a self-employed farmer engaged in the
production of grain in Christian County, Kentucky.
BOYD M. CLARK. Mr. Clark has served as Senior Vice President --Loan
Administrator of the Bank since 1995. Prior to his current position, Mr. Clark
served as First Vice President of the Bank. He has been an employee of the Bank
since 1973. Mr. Clark also serves as Vice President and Secretary of the
Company.
JOHN NOBLE HALL, JR. Prior to his retirement in 1980, Mr. Hall was a real
estate agent.
CHESTER K. WOOD. Prior to his retirement in 1968, Mr. Wood was a
pharmacist.
BRUCE THOMAS. Mr. Thomas has served as President and Chief Executive
Officer of the Bank since 1992. He has been an employee of the Bank since 1962.
Mr. Thomas also serves as President and Chief Executive Officer of the Company.
PEGGY R. NOEL. Ms. Noel has served as Executive Vice President, Chief
Financial Officer and Chief Operations Officer of the Bank since 1990. She has
been an employee of the Bank since 1966. Ms. Noel also serves as Vice
President, Chief Financial Officer and Treasurer of the Company.
ADVISORY DIRECTOR
Upon his resignation from the boards of directors of the Company and the
Bank, Drury R. Embry was elected an Advisory Director of the Bank. Prior to his
retirement in 1996, Mr. Embry was Farm Director of WHOP, a radio station in
Hopkinsville, Kentucky.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors of the Company held four meetings during the year
ended December 31, 1997. The members of the Company's Board of Directors are
also members of the Bank's Board of Directors, which held 15 meetings during the
year ended December 31, 1997. All incumbent directors attended 75% or more of
the total number of Board meetings held during the year ended December 31, 1997
and the total number of meetings held by committees on which such directors
served during such period.
The Board of Directors of the Company serves as a nominating committee for
selecting the management nominees for election as directors. While the Board of
Directors will consider nominees recommended by stockholders, it has not
actively solicited recommendations from stockholders for nominees, nor has it
established any procedures for this purpose. Subsequent to December 31, 1997,
the Board of Directors held one meeting in its capacity as a nominating
committee to nominate the individuals named herein for election as directors at
the Annual Meeting.
In the year ended December 31, 1997, there were no standing committees of
the Board of Directors of the Company. The Board of Directors of the Bank
carries out many of its duties through committees.
The Bank's Executive Committee consists of directors Kelley, Thomas, Ezell
and Wood and is authorized to take actions it deems necessary or appropriate
between regular meetings of the Board. The Executive Committee met three times
during the year ended December 31, 1997.
The Board of Directors' Audit and Finance Committee consists of directors
Ezell, Kelley and Cochran. The Audit and Finance Committee met in January 1998.
The Audit and Finance Committee is authorized to examine and approve the audit
report prepared by the independent auditors of the Bank, to review and recommend
4
the independent auditors to be engaged by the Bank, to review the internal audit
function and internal accounting controls, and to review and approve conflict of
interest and audit policies. Subsequent to the Bank's conversion to stock form
in February 1998 as a wholly owned subsidiary of the Company (the "Conversion"),
the Audit and Finance Committee became a committee of the Board of Directors of
the Company.
The Bank's Personnel and Compensation Committee consists of directors Wood,
Hall and Cochran. The Personnel and Compensation Committee evaluates the
compensation and benefits of the directors, officers and employees, recommends
changes, and monitors and evaluates employee performance. All compensation
decisions are made by the full Board of Directors. However, directors who are
also employees of the Bank abstain from voting and are not present during
discussions of the Board on matters relating to their employee compensation.
The Personnel and Compensation Committee met two times during the year ended
December 31, 1997.
EXECUTIVE COMPENSATION
The following table sets forth the cash and noncash compensation for the
last fiscal year awarded to or earned by the Chief Executive Officer. No
executive officer of the Company earned salary and bonus in the year ended
December 31, 1997 exceeding $100,000 for services rendered in all capacities to
the Company and the Bank.
Annual Compensation
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Other Annual
Name Year Salary(1) Bonus Compensation (1)
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Bruce Thomas 1997 $93,500 $ -- $ --
President and Chief 1996 70,000 3,500 --
Executive Officer 1995 70,900 -- --
(1) Executive officers of the Bank 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 the year ended December 31, 19967
did not exceed 10% of each of the executive officer's salary and bonus.
DIRECTORS' COMPENSATION
The members of the Board of Directors of the Company currently do not
receive fees in their capacity as such. The Bank's non-employee directors
receive a fee of $550 per meeting attended, plus all non-employee directors
receive a retainer of $250 per month. The Chairman of the Board receives a fee
of $650 per meeting attended. Non-employee directors of the Bank also receive a
fee of $275 per committee meeting attended. During the year ended December 31,
1997, the Bank's non-employee directors' fees totaled $72,850.
CERTAIN BENEFIT PLANS AND AGREEMENTS
PENSION PLAN. The Bank maintains a non-contributory, defined benefit
pension plan (the "Pension Plan") for the benefit of employees who are 21 years
of age and have completed one year of service with the Bank. The benefits are
based on years of service and the employee's average final compensation, which
is computed using the five consecutive years prior to retirement that yield the
highest average. The normal retirement benefit is equal to 1.75% of average
final compensation, multiplied by service not in excess of 35 years. The normal
retirement date is age 65 and completion of five years of participation in the
Pension Plan or age 60 with 30 years of vesting service, if earlier. The Pension
Plan also provides for early retirement benefits beginning at age 55 and
completion of 10 years of service, and for death benefits.
5
The following table illustrates the maximum estimated annual benefits
payable upon retirement pursuant to the Pension Plan based upon the Pension Plan
formula for specified average final compensation and specified years of service.
Years of Service
Average Final ---------------------------------------------------------
Compensation 15 20 25 30 35
- ----------------------------- ------------- ---------- ---------- ----------- ---------
$ 20,000....................... $ 5,250 $ 7,000 $ 8,750 $10,500 $12,250
40,000....................... 10,500 14,000 17,500 21,000 24,500
60,000....................... 15,750 21,000 26,250 31,500 36,750
80,000....................... 21,000 28,000 35,000 42,000 49,000
100,000....................... 26,250 35,000 43,750 52,500 61,250
Benefits are hypothetical amounts only. Currently, the maximum annual
benefit payable under the Pension Plan is $98,000. Also, compensation in excess
of $160,000 is not covered under the Pension Plan. "Average Final Compensation"
is based upon compensation that would appear under the "Salary" column of the
Summary Compensation Table. As of December 31, 1997, Mr. Thomas had 35.3 years
of credited service under the Pension Plan. Benefits set forth in the preceding
table are computed as a straight-life annuity and are unaffected by payments
expected to be made to employees by Social Security.
Pursuant to the Pension Plan, employees who terminate employment or who
have qualified for normal retirement may elect to receive a lump sum payment of
vested Pension Plan benefits. Such a payment to a qualified employee may be for
either 100% or 50% of the vested amount, at the employee's discretion. As of
December 31, 1997, only Mr. Thomas had satisfied the conditions for normal
retirement. Prior to such date, if Mr. Thomas elected to receive a lump sum
distribution of 50% of his vested benefit
EMPLOYMENT AGREEMENTS. The Company and the Bank have entered into separate
employment agreements (the "Employment Agreements") with the following officers
of the Company and the Bank: Bruce Thomas, President and Chief Executive
Officer of the Company and the Bank; Peggy R. Noel, Vice President, Chief
Financial Officer and Treasurer of the Company and Executive Vice President,
Chief Financial Officer and Chief Operations Officer of the Bank; and Boyd M.
Clark, Vice President and Secretary of the Company and Senior Vice President --
Loan Administration of the Bank (collectively, the "Employees"). Such Boards
believe that the Employment Agreements assure fair treatment of the Employees in
their careers with the Company and the Bank by assuring them of some financial
security.
The Employment Agreements became effective upon consummation of the
Conversion for a term of one year, with an annual base salary equal to the
Employees' current base salaries. On each anniversary date of the commencement
of the Employment Agreements, the term of each Employee's employment may 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
Employee has met the required performance standards and that such Employment
Agreement should be extended. The Employment Agreements provide the Employees
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. Each of the
Employment Agreements shall terminate upon the Employee's death, may terminate
upon the Employee's disability and are terminable by the Bank for "just cause"
(as defined in the Employment Agreements). In the event of termination for just
cause, no severance benefits are available. If the Company or the Bank
terminates any of the Employees without just cause, the Employee will be
entitled to a continuation of his or her salary and benefits from the date of
termination through the remaining term of the Employment Agreement and, at the
Employee's election, either continued participation in benefit plans which the
Employee would have been eligible to participate in through the Employment
Agreements' expiration date or the cash equivalent thereof. If an Employment
Agreement is terminated due to the Employee's "disability" (as defined in the
Employment Agreements), the Employee will be entitled to a continuation of his
or her salary and benefits through the date of such termination, including any
period prior to the establishment of the Employee's disability. In the event of
the Employee's death during the term of the Employment Agreements, his or her
estate will be entitled to receive his or her salary through the last day of the
calendar month in which the Employee's death occurred. Each of the Employees is
able to voluntarily terminate his or her Employment Agreements by providing 60
days prior written notice to the Boards of Directors of the Bank and the
Company, in which case the Employee is entitled to receive only his or her
compensation, vested rights and benefits accrued up to the date of termination.
6
In the event of the Employee's involuntary termination of employment other
than for "just cause" within 12 months after a change in control of the Company
or the Bank which has not been approved in advance by a two-thirds vote of the
full Board of Directors of each of the Company and the Bank, the Employee will
be paid within 10 days of such termination an amount equal to the difference
between (i) 2.99 times his or her "base amount," as defined in Section
280G(b)(3) of the Internal Revenue Code, and (ii) the sum of any other parachute
payments, as defined under Section 280G(b)(2) of the Internal Revenue Code, that
the Employee receives on account of the change in control. The term "change in
control" is defined in the Employment Agreements to mean (i) a change in the
ownership, holding or power to vote more than 25% of the Bank's or Company's
voting stock, (ii) a change in the ownership or possession of the ability to
control the election of a majority of the Bank's or Company's directors, or
(iii) a change in the ownership or possession of the ability to exercise a
controlling influence over the management or policies of the Bank or the Company
by any person or by persons acting as a "group" within the meaning of Section
13(d) of the Exchange Act. The aggregate payment that would be made to Mr.
Thomas assuming his termination of employment under the foregoing circumstances
at December 31, 1997 would have been approximately $280,000. These provisions
may have an anti-takeover effect by making it more expensive for a potential
acquiror to obtain control of the Company. In the event that the Employee
prevails over the Company and the Bank, or obtains a written settlement, in a
legal dispute as to the Employment Agreement, the Employee will be reimbursed
for his or her legal and other expenses.
TRANSACTIONS WITH MANAGEMENT
The Bank offers loans to its directors and officers. These loans currently
are made in the ordinary course of business with the same collateral, interest
rates and underwriting criteria as those of comparable transactions prevailing
at the time and do not involve more than the normal risk of collectibility or
present other unfavorable features. Under current law, the Bank's loans to
directors and executive officers are required to be made on substantially the
same terms, including interest rates, as those prevailing for comparable
transactions and must not involve more than the normal risk of repayment or
present other unfavorable features. No loans to directors and officers have
terms more favorable than might be otherwise offered to customers.
REPORT OF THE COMPENSATION COMMITTEE
As members of the Personnel and Compensation Committee (the "Compensation
Committee") of the Bank, it is our duty to review compensation policies
applicable to executive officers; to consider the relationship of corporate
performance to that compensation; to recommend salary and bonus levels for
executive officers for consideration by the Board of Directors of the Bank; and
to administer various incentive plans of the Company and the Bank.
Overview. Under the compensation policies of the Bank, which are endorsed
by the Compensation Committee, compensation is paid based both on the executive
officer's performance and the performance of the entire Company. In assessing
the performance of the Company and the Bank for purposes of compensation
decisions, the Compensation Committee considers a number of factors, including
profits of the Company and the Bank during the past year relative to their
profit plans, changes in the value of the Company's stock, reports of federal
regulatory examinations of the Company and the Bank, growth, business plans for
future periods, and regulatory capital levels. The Compensation Committee
assesses individual executive performance based upon its determination of the
officer's contributions to the performance of the Company and the Bank and the
accomplishment of the Company's and the Bank's strategic goals, such as loan
growth, deposit growth, expense control and net income. In assessing performance
for 1997 and previous years, the members of the Committee did not make use of a
mechanical weighting formula or use specific performance targets, but instead
weighed the described factors as they deemed appropriate in the total
circumstances.
Base Salary. The 1997 salary levels of the Bank's senior officers were
established in 1996 consistent with this compensation policy. In its 1996
review of base compensation, the Committee determined that the performance of
Mr. Thomas in managing the Company and the Bank was satisfactory, based upon the
1996 financial performance of the Bank, including the growth in assets, income,
and capitalization during 1996; the financial performance trends for 1996 and
the preceding four years, which included growth in assets, net income, and total
equity in each year; the results of confidential regulatory examinations; his
continued involvement in community affairs in the communities served by the
Bank; the Company's planned levels of financial performance for 1997; and a
general level of satisfaction with the management of the Company and the Bank.
Based upon the results of this review, the salary of Mr. Thomas was established
at $93,500 per year for 1997, which represented an increase of 33.6% over his
1996 base salary.
7
No member of the Compensation Committee is a former or current officer or
employee of the Company or the Bank.
March 31, 1998 John Noble Hall
Clifton H. Cochran
Chester K. Wood
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Company's officers and
directors, and persons who own more than 10% of a registered class of the
Company's equity securities, to file reports of ownership and changes in
ownership with the SEC. Officers, directors and greater than 10% stockholders
are required to furnish the Company with copies of all such reports. During the
year ended December 31, 1997, such filing requirements were not applicable to
the Company, since the Conversion was consummated subsequent thereto.
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INDEPENDENT AUDITORS
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York, Neel & Co. - Hopkinsville, LLP served as the Company's and the Bank's
independent auditors for the year ended December 31, 1997. The Board of
Directors has appointed York, Neel & Co. - Hopkinsville, LLP to serve as the
Company's independent auditors for the fiscal year ending December 31, 1998. A
representative of York, Neel & Co. - Hopkinsville, LLP is expected to be present
at the Annual Meeting to respond to appropriate questions and will have the
opportunity to make a statement if he so desires.
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OTHER MATTERS
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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. Properly executed
proxies in the accompanying form that have not been revoked confer discretionary
authority on the persons named therein to vote at the direction of a majority of
the Board of Directors on any other matters presented at the Annual Meeting.
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MISCELLANEOUS
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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 material
to the beneficial owners of Common Stock. In addition to solicitations by mail,
directors, officers and regular employees of the Company and the Bank may
solicit proxies personally, by telegraph or telephone without additional
compensation.
The Annual Report to Stockholders for the year ended December 31, 1997,
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 part of
the proxy solicitation material nor as having been incorporated herein by
reference.
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STOCKHOLDER PROPOSALS
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In order to be eligible for inclusion in the proxy statement and proxy
relating to the 1999 annual meeting of stockholders of the Company, any
stockholder proposal to take action at such meeting must be received by the
Secretary of the Company at 2700 Fort Campbell Boulevard, Hopkinsville, Kentucky
no later than December 31, 1998. Nothing in this paragraph shall be deemed to
require the Company to include in its proxy statement and proxy relating to the
1999 annual meeting any stockholder proposal which does not meet all of the
requirements for inclusion established by the SEC or the Company's Certificate
of Incorporation or Bylaws in effect at the time such proposal is received.
8
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ANNUAL REPORT ON FORM 10-K
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A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER
31, 1997, AS FILED WITH THE SEC, WILL BE FURNISHED WITHOUT CHARGE TO
STOCKHOLDERS AS OF THE RECORD DATE UPON WRITTEN REQUEST TO THE SECRETARY, HOPFED
BANCORP, INC., 2700 FORT CAMPBELL BOULEVARD, HOPKINSVILLE, KENTUCKY.
BY ORDER OF THE BOARD OF DIRECTORS
BOYD M. CLARK
SECRETARY
Hopkinsville, Kentucky
April 30, 1998
9
REVOCABLE PROXY
HOPFED BANCORP, INC.
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ANNUAL MEETING OF STOCKHOLDERS
MAY 27, 1998
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The undersigned stockholder of HopFed Bancorp, Inc. (the "Company") hereby
appoints John Noble Hall, Jr. and Janet Boyd, or either of them, with full
powers of substitution, 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, to be held at the main office of
Hopkinsville Federal Savings Bank, 2700 Fort Campbell Boulevard, Hopkinsville,
Kentucky on Wednesday, May 27, 1998 at 10:00 a.m., local time, and at any and
all adjournments thereof, as indicated below and as determined by a majority of
the Board of Directors with respect to such other matters as may come before the
Annual Meeting.
VOTE
FOR WITHHELD
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I. Election as directors of all nominees
listed below (except as marked to the
contrary).
[_] [_]
WD Kelley
Clifton H. Cochran
Walton G. Ezell
INSTRUCTION: TO WITHHOLD YOUR VOTE FOR
ANY NOMINEE(S), WRITE THAT NOMINEE'S
NAME ON THE LINE BELOW.
-------------------------
II. Such other matters as may properly come before the Annual Meeting or any
adjournment thereof.
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THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS
PROXY WILL BE VOTED FOR EACH OF THE PROPOSITIONS STATED. IF ANY OTHER BUSINESS
IS PRESENTED AT THE ANNUAL MEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED IN
THIS PROXY AS DETERMINED BY 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.
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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 notification 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 hereby revokes any and all
proxies heretofore given with respect to shares of Common Stock of the Company
which the undersigned is entitled to vote at the Annual Meeting.
The undersigned stockholder acknowledges receipt from the Company, prior to
the execution of this proxy, of Notice of the Annual Meeting, a Proxy Statement,
and the Annual Report to Stockholders.
Dated: _________________ _____, 1998
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PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER
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SIGNATURE OF STOCKHOLDER SIGNATURE OF STOCKHOLDER
Please sign exactly as your name appears on the envelope in which this card 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.
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PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED
POSTAGE-PREPAID ENVELOPE.
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