SCHEDULE 14A
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [x]
Filed by a Party other than the Registrant[ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
SOBIESKI BANCORP, INC.
(Name of Registrant as Specified in Its Charter)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 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 the 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:1
(5) Total fee paid:
[x] 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:
SOBIESKI BANCORP, INC.
September 22, 1996
Dear Fellow Stockholder:
On behalf of the Board of Directors and management of Sobieski Bancorp,
Inc., I cordially invite you to attend the Annual Meeting of Stockholders. The
meeting will be held at 2:00 p.m. on October 23, 1996 at the Company's main
office located at 2930 W. Cleveland Road, South Bend, Indiana.
In addition to the annual stockholder vote on corporate business items,
the meeting will include management's report to you on Sobieski Bancorp, Inc.'s
1996 financial and operating performance.
An important aspect of the meeting process is the stockholder vote on
corporate business items. I urge you to exercise your rights as a stockholder to
vote and participate in this process.
I encourage you to attend the meeting in person. Whether or not you
attend the meeting, I hope that you will read the enclosed Proxy Statement and
then complete, sign and date the enclosed proxy card and return it in the
postage prepaid envelope provided. This will save Sobieski Bancorp, Inc.
additional expense in soliciting proxies and will ensure that your shares are
represented. Please note that you may vote in person at the meeting even if you
have previously returned the proxy.
Thank you for your attention to this important matter.
Sincerely,
Thomas F. Gruber
President and Chief Executive Officer
SOBIESKI BANCORP, INC.
2930 W. Cleveland Road
South Bend, Indiana 46628
(219) 271-8300
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be Held on October 23, 1996
Notice is hereby given that the Annual Meeting of Stockholders (the
"Meeting") of Sobieski Bancorp, Inc. (the "Company") will be held at the
Company's main office located at 2930 W. Cleveland Road, South Bend, Indiana at
2:00 p.m., South Bend, Indiana time, on October 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 two directors of the Company; and
2. The ratification of the appointment of Coopers & Lybrand, L.L.P. as
the auditors of the Company for the fiscal year ending June 30,
1997;
and such other matters as may properly come before the Meeting, or any
adjournments 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 September 10, 1996
are the stockholders entitled to vote at the Meeting and any adjournments
thereof.
You are requested to complete and sign the enclosed form of proxy,
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
Thomas F. Gruber
President and Chief Executive Officer
South Bend, Indiana
September 22, 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
Sobieski Bancorp, Inc.
2930 W. Cleveland Road
South Bend, Indiana 46628
(219) 271-8300
ANNUAL MEETING OF STOCKHOLDERS
October 23, 1996
This Proxy Statement is furnished in connection with the solicitation
on behalf of the Board of Directors of Sobieski Bancorp, Inc. (the "Company"),
the parent company of Sobieski Federal Savings and Loan Association of South
Bend ("Sobieski Federal" or the "Association"), of proxies to be used at the
Annual Meeting of Stockholders of the Company (the "Meeting") which will be held
at the Company's main office located at 2930 W. Cleveland Road, South Bend,
Indiana on October 23, 1996, at 2:00 p.m., South Bend, 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 September 22,
1996.
At the Meeting, stockholders of the Company are being asked to consider
and vote upon the election of two directors and the appointment of Coopers &
Lybrand, L.L.P. as auditors for the Company.
Vote Required and Proxy Information
All shares of the Company's Common Stock, 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 director nominees and
the proposals 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
thereunder 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. The appointment of Coopers & Lybrand, L.L.P. as auditors
requires the affirmative vote of a majority of shares present in person or
represented by proxy at the Meeting and entitled to vote on the matter. 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 the 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 Marsha
Nafrady, Secretary, Sobieski Bancorp, Inc., 2930 W. Cleveland Road, South Bend,
Indiana 46628.
1
Voting Securities and Certain Holders Thereof
Stockholders of record as of the close of business on September 10,
1996 will be entitled to one vote for each share of Common Stock then held. As
of that date, the Company had 894,060 shares of Common Stock issued and
outstanding. The following table sets forth information regarding share
ownership of those persons or entities known by management to beneficially own
more than five percent of the Common Stock and all directors and executive
officers of the Company and the Association as a group.
Shares
Beneficially Percent
Beneficial Owner Owned of Class
---------------- ------------ --------
Principal Owners
- - - ----------------
Chiplease, Inc., C/O Mark Goldsher(1) 63,700 7.12%
Goldsher & Goldsher
640 N. LaSalle Street, Suite 300
Chicago, IL 60610
Sobieski Bancorp, Inc. Employee Stock Ownership Plan(2) 77,280 8.64
2930 W. Cleveland Road
South Bend, Indiana 46628
Directors and executive officers of the Company 69,926(3) 7.82
and the Association, as a group (9 persons)
- - - ------------------------
<FN>
(1) The above information regarding beneficial ownership by Chiplease, Inc. is
as reported by them in a statement dated July 26, 1995 on Schedule 13D
under the Securities Exchange Act of 1934. Chiplease, Inc. reported sole
voting power of 63,700 shares of Common Stock. No disclosure regarding the
dispositive power over the shares has been given.
(2) The amount reported represents shares held by the Employee Stock Ownership
Plan ("ESOP"), 11,453 of which have been allocated to accounts of
participants. First Source Bank, South Bend, Indiana, the trustee of the
ESOP, may be deemed to beneficially own the shares held by the ESOP which
have not been allocated to accounts of participants. Participants in the
ESOP are entitled to instruct the trustee as to the voting of shares
allocated to their accounts under the ESOP. Unallocated shares held in the
ESOP's suspense account are voted by the trustee in the same proportion as
allocated shares voted by participants.
(3) Amount includes shares held directly, as well as shares held jointly with
family members, shares held in retirement accounts, shares held in a
fiduciary capacity or by certain family members, with respect to which
shares the group members may be deemed to have sole or shared voting
and/or investment power.
</FN>
PROPOSAL I - ELECTION OF DIRECTORS
The Company's Board of Directors is presently composed of six members,
each of whom is also a director of the Association. The Directors are divided
into three classes. Directors of the Company are generally elected to serve for
a three-year term which is staggered to provide for the election of
approximately one-third of the directors each year.
The following table sets forth certain information regarding the
Company's Board of Directors, including their terms of office and nominees for
election as directors. 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
the nominee) will be voted at the Meeting for the election of the nominees
identified in the following table. If any nominee is unable to serve, the shares
represented by all such proxies will be voted for the election of such
substitute as the Board of Directors may recommend. At this time, the Board of
Directors knows of no reason why the nominee might be unable to serve, if
elected. Except as described herein, there are no arrangements or understandings
between any director or nominee and any other person pursuant to which such
director or nominee was selected.
2
Shares of Common
Age at Term Stock Beneficially Percent
June 30, Director to Owned at of
Name 1996 Position(s) Held Since(1) Expire September 10, 1996(2) Class
- - - ------------------- -------- ---------------------------------- -------- ------ --------------------- -------
NOMINEES
--------
Thomas F. Gruber 53 President, Chief Executive Officer 1981 1999 7,926 .9%
and Chairman of the Board
Joseph Nagy 48 Director 1985 1999 7,500 .8
DIRECTORS CONTINUING IN OFFICE
------------------------------
Gerald R. Gadacz 52 Former President, Chief Executive 1972 1996 10,000 1.1
Officer and Director
George Aranowski 65 Director 1973 1997 10,000 1.1
Robert Urbanski 44 Director 1991 1997 20,000 2.2
Leonard Dobosiewicz 55 Director 1977 1998 7,000 .8
Joseph Gorny 53 Director 1993 1998 20,000 2.2
- - - -------------------------------
<FN>
(1) Includes service as a director of the Association.
(2) Includes shares held directly, as well as shares held in retirement
accounts, held by certain members of the named individuals' families, or
held by trusts of which the named individual is a trustee or substantial
beneficiary, with respect to which shares the named individuals may be
deemed to have sole or shared voting and/or investment power.
</FN>
The business experience of each director and director nominee is set
forth below. All directors have held their present positions for at least the
past five years, except as otherwise indicated.
Thomas F. Gruber. Mr. Gruber became the President and Chief Executive
Officer of the Company and the Association upon the retirement of Gerald R.
Gadacz in July of 1996. Prior to being named President and Chief Executive
Officer, Mr. Gruber was the State Editor of the South Bend Tribune.
Joseph Nagy. Mr. Nagy is the Auditor of St. Joseph County.
Gerald Gadacz. Mr. Gadacz retired as President, Chief Executive Officer
and Director of the Bank and the Company in July of 1996. Mr. Gadacz was
President and Chief Executive Officer of the Bank since 1972.
George Aranowski. Mr. Aranowski is a Public Accountant with his own
business practice.
Robert Urbanski. Mr. Urbanski is President and 50% owner of Trans-Tech
Electric Co., an electrical contractor in South Bend.
Leonard Dobosiewicz. Mr. Dobosiewicz has been in the maintenance
profession at local schools.
Joseph Gorny. Mr. Gorny is in the real estate business and is also a
liquor store owner.
Board of Directors' Meetings and Committees
Board and Committee Meetings of the Company. Meetings of the
Corporation's Board of Directors are held on at least a quarterly basis. The
Board of Directors met four times during the fiscal year ended June 30, 1996.
During fiscal 1996, no incumbent director of the Company 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 Board of Directors of the Company has standing Audit and
Compensation Committees.
3
The Audit Committee recommends independent auditors to the Board and
reviews the results of the auditors' services. The members of the Audit
Committee are Directors Nagy, Aranowski and Urbanski. In fiscal 1996, this
committee met 9 times.
The Compensation Committee is composed of directors Aranowski, Nagy and
Urbanski. The Compensation Committee is responsible for administering the
Corporation's 1995 Stock Option Plan and Recognition and Retention Plan. The
Compensation Committee met two times in fiscal 1996.
The entire Board of Directors acts as a nominating committee for
selecting nominees for election as directors. Nominations of persons for
election to the Board of Directors may be made only by or at the direction of
the Board of Directors or by any shareholder entitled to vote for the election
of directors who complies with the notice procedures set forth in the Bylaws of
the Corporation. Pursuant to the Corporation's Bylaws, nominations by
shareholders must be delivered in writing to the Secretary of the Corporation at
least 30 days prior to the date of the annual meeting.
Board and Committee Meetings of the Association. Meetings of the
Association's Board of Directors are generally held on a monthly basis. The
Board of Directors of the Association held 12 meetings during the year ended
June 30, 1996. No incumbent director attended fewer than 75% of the total number
of meetings held by the Board of Directors and by all committees of the Board of
Directors on which he served during the year.
Director Compensation
Directors of the Company are paid $500 per month for service on the
Company's Board of Directors. Directors of the Association are paid fees of $350
per meeting attended. Directors of the Association also receive compensation for
participation on committees in the amount of $100 for each meeting attended. In
addition, Chairman Gruber received $400 per month for service as Chairman of the
Board and Mr. Nagy received $200 per month as Vice President, during fiscal
1996.
Executive Compensation
The Company has not paid any compensation to its executive officers
since its formation. However, the Company does reimburse the Association for
services performed on behalf of the Company by its officers. 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 Association.
The following table sets forth information concerning the compensation
paid or accrued by the Association for services rendered by the Association's
Chief Executive Officer. No executive officer of the Company was paid in excess
of $100,000 during fiscal 1996.
Summary Compensation Table
--------------------------
Long-Term Compensation
Annual Compensation Awards
- - - ------------------------------------------------------------------------- ------------------------
Other Annual Restricted All Other
Fiscal Salary Bonus Compensation Stock Options/ Compensation
Name and Principal Position Year ($) ($) ($) Award ($) SARs (#) ($)
- - - --------------------------- ------ ------ ----- ------------ ---------- -------- ------------
Gerald R. Gadacz, President 1996 $73,579 $ --- $--- $ --- --- $715
and Chief Executive Officer 1995 $69,375(1) $ --- $--- $40,250 5,000 $875(2)
1994 $68,443(1) $1,000 $--- --- --- $813(2)
- - - -------------------------------
<FN>
(1) Includes $16,345, $13,150 and $12,135 in board fees paid in fiscal 1996,
1995 and 1994, respectively.
(2) Includes $715, $875 and $813 for contribution under the Association's
pension plan in fiscal 1996, 1995 and 1994, respectively.
</FN>
No options or stock appreciation rights were granted or exercised
during fiscal 1996.
4
Retirement Agreement
On July 10, 1996, the Association and the Company entered into a
retirement agreement with President and Chief Executive Officer, Gerald R.
Gadacz. Pursuant to such agreement, Mr. Gadacz retired as President and Chief
Executive Officer of the Association and the Company. He also retired from the
Boards of both the Association and the Company and agreed to the cancellation of
his Employment Agreement. In consideration for the foregoing, the Company agreed
to pay Mr. Gadacz $80,000 per year over a two-year period. In addition, the
company agreed to pay health benefits for a period of two years and other
benefits up to $10,000.
The following table sets forth information concerning the number and
value of unexercised stock options held by the Chief Executive Officer at June
30, 1996. No stock options were exercised by the Chief Executive Officer during
fiscal 1996. All options granted to date expire ten years from the date of grant
and have exercise prices per share equal to the market price per share of the
Common Stock on the date of grant.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END
OPTION/SAR VALUES
--------------------------------------------------------------
Value of
Number of Unexercised
Unexercised In-the-Money
Options/SARs at Options/SARs at
FY-End (#) FY-End ($)
--------------------------- ---------------------------
Shares
Acquired
on Value
Exercise Realized
Name (#) ($) Exercisable Unexercisable Exercisable Unexercisable
- - - ---------------- -------- -------- ----------- ------------- ----------- -------------
Gerald R. Gadacz N/A N/A --- 5,000 $ ---* $11.875*
- - - -------------------------------
<FN>
* Represents the aggregate market value of incentive stock options to purchase
5,000 shares of Common Stock (market price less the exercise price of $10.00
per share), awarded to Mr. Gadacz, based upon the average of the closing bid
and asked price of $12.375 per share of the Common Stock on June 30, 1996.
</FN>
Certain Transactions
The Association has followed a policy of granting loans to eligible
directors, officers, employees and members of their immediate families for the
financing of their personal residences. All such loans to directors and
executive officers are required to be made in the ordinary course of business
and on the same terms, including collateral and interest rates, as those
prevailing at the time for comparable transactions and do not involve more than
the normal risk of collectibility. The Association's loans to directors,
executive officers, employees and members of their immediate families totaled
$104,879 at June 30, 1996, which was .8% of the Company's stockholders' equity
at that date. There were no loans outstanding to any director, executive officer
or their affiliates at preferential rates or terms which in the aggregate
exceeded $60,000 during the three years ended June 30, 1996. All loans to
directors and officers were performing in accordance with their terms at June
30, 1996.
PROPOSAL II - RATIFICATION OF APPOINTMENT OF AUDITORS
The Board of Directors of the Company has appointed Coopers & Lybrand,
L.L.P., independent accountants, to be the Company's auditors for the fiscal
year ending June 30, 1997. Representatives of Coopers & Lybrand, L.L.P. are
expected to attend the Meeting to respond to appropriate questions and to make a
statement if they so desire.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE
RATIFICATION OF THE APPOINTMENT OF COOPERS & LYBRAND, L.L.P. AS THE COMPANY'S
AUDITORS FOR THE FISCAL YEAR ENDING JUNE 30, 1997.
5
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 office located at 2930
W. Cleveland Road, South Bend, Indiana 46628, no later than May 30, 1997. Any
such proposal shall be subject to the requirements of the proxy rules adopted
under the Exchange Act.
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 the Association may
solicit proxies personally or by telegraph or telephone without additional
compensation.
South Bend, Indiana
September 22, 1996
6