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
EAGLE BANCGROUP, INC.
(Name of Registrant as Specified in its Charter)
EAGLE BANCGROUP, INC.
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (check the appropriate box):
X No fee required.
Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
Fee paid previously with preliminary materials.
Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date
of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
Eagle BancGroup, Inc.
301 Fairway Drive
Bloomington, Illinois 61701
(309) 663-6345
March 27, 1997
Dear Stockholder:
On behalf of the Board of Directors and the management of Eagle BancGroup, Inc.,
you are cordially invited to attend the Annual Meeting of Stockholders of Eagle
BancGroup, Inc. to be held at the Conference Center at the Best Western Eastland
Suites Lodge, 1801 Eastland Drive, Bloomington, Illinois, on Wednesday, April
16, 1997, at 2:00 p.m., Central Time.
The attached Notice of the Annual Meeting and Proxy Statement describes the
formal business to be transacted at the meeting. During the meeting, we will
also report on the operations of the Corporation. Directors and officers of the
Corporation, as well as a representative of Ernst & Young LLP, the Corporation's
independent auditors, will be present to respond to any appropriate questions
stockholders may have.
YOUR VOTE IS VERY IMPORTANT. TO ENSURE PROPER REPRESENTATION OF YOUR SHARES AT
THE MEETING, 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 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
MEETING.
Thank you for your continued support.
Sincerely,
Donald L. Fernandes
President and Chief Executive Officer
EAGLE BANCGROUP, INC.
301 FAIRWAY DRIVE
BLOOMINGTON, ILLINOIS 61701
(309) 663-6345
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 16, 1997
NOTICE IS HEREBY GIVEN, that the Annual Meeting of Stockholders (the
"Meeting") of Eagle BancGroup, Inc. (the "Corporation") will be held at the
Conference Center at the Best Western Eastland Suites Lodge, 1801 Eastland
Drive, Bloomington, Illinois, on Wednesday, April 16, 1997, at 2:00 p.m.,
Central Time.
The Meeting is for the purpose of considering and acting upon:
1. The election of two directors of the Corporation; and
2. Such other matters as may properly come before the Meeting or any
adjournments thereof.
The Board of Directors has fixed the close of business on March 21, 1997 as
the record date for the determination of the stockholders entitled to vote at
the Meeting and any adjournments thereof.
You are requested to complete and sign the enclosed proxy card which is
solicited by the Board of Directors and to mail it promptly in the enclosed
envelope.
BY ORDER OF THE BOARD OF DIRECTORS
Donald L. Fernandes
President and Chief Executive Officer
Bloomington, Illinois
March 27, 1997
PROXY STATEMENT
OF
EAGLE BANCGROUP, INC.
301 FAIRWAY DRIVE
BLOOMINGTON, ILLINOIS 61701
(309) 663-6345
ANNUAL MEETING OF STOCKHOLDERS
APRIL 16, 1997
GENERAL INFORMATION
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Eagle BancGroup, Inc. (the "Corporation")
to be used at the Annual Meeting of Stockholders of the Corporation (the
"Meeting"). The Meeting will be held at the Conference Center at the Best
Western Eastland Suites Lodge, 1801 Eastland Drive, Bloomington, Illinois, on
Wednesday, April 16, 1997, at 2:00 p.m., Central Time. The accompanying Notice
of Meeting, this Proxy Statement and the Proxy Card are being first mailed to
stockholders on or about March 27, 1997. The Corporation is the holding company
for First Federal Savings and Loan Association of Bloomington (the
"Association").
Stockholders who execute proxies retain the right to revoke them at any
time. Unless so revoked, the shares represented by such proxies will be voted
at the Meeting and all adjournments thereof. A stockholder who has executed a
proxy has the power to revoke it at any time before it is voted by delivering
written notice of revocation to the Secretary of the Corporation at 301 Fairway
Drive, Bloomington, Illinois 61701, by executing and delivering a subsequently
dated proxy, or by attending the Meeting and voting in person. Proxies
solicited by the Board of Directors of the Corporation will be voted in
accordance with the directions given therein. Where no instructions are
indicated, proxies will be voted for the nominees for director set forth below.
A quorum of stockholders is necessary to take action at the Meeting. The
presence, in person or by proxy, of the holders of a majority of the shares of
common stock of the Corporation (the "Common Stock") entitled to vote at the
Meeting will constitute a quorum. Votes cast by proxy or in person at the
Meeting will be tabulated by the inspectors of election appointed for the
Meeting and will be counted as present for purposes of determining whether a
quorum is present.
The expenses of solicitation, including the cost of printing and mailing,
will be paid by the Corporation. Officers and employees of the Corporation may
solicit proxies personally, by telephone or by telegram. The Corporation may
also reimburse brokers, nominees and other fiduciaries for their reasonable
expenses in forwarding proxy solicitation material to beneficial owners.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Stockholders of record as of the close of business on March 21, 1997
(the"Record Date") are entitled to one vote for each share of Common Stock then
held. The certificate of incorporation of the Corporation provides that for a
period of five years following the conversion of the Association from mutual to
stock form, no person (including any individual, company or group acting in
concert) shall acquire beneficial ownership of more than 10% of any class of
equity security of the Corporation. The certificate of incorporation further
provides that, where any person directly or indirectly acquires beneficial
ownership of more than 10% of any class of equity security of the Corporation
during such five-year period, the securities beneficially owned in excess of 10%
shall not be counted as shares entitled to vote, shall not be voted by any
person or counted as voting shares in connection with any matter submitted to
the stockholders for a vote and shall not be counted as shares outstanding for
purposes of determining a quorum or the affirmative vote necessary to approve
any matter submitted to the stockholders for a vote. Stockholders are not
permitted to cumulate their votes for the election of directors. As of the
Record Date, the Corporation had 1,277,705 shares of Common Stock issued and
outstanding.
The following table sets forth, as of the Record Date, the number of shares
of Common Stock beneficially owned by each person known by the Corporation to be
the beneficial owner of more than five percent of the outstanding shares of
Common Stock, each director of the Corporation, the executive officer (who is
also a director) named in the Summary Compensation Table below, and all
directors and executive officers of the Corporation as a group.
Amount and Nature of Percent of Common
Name of Beneficial Owner Beneficial Ownership<F1> Stock Outstanding
Principal Stockholders:
First Federal Savings and 104,216 8.16%
Loan Association of Bloomington
Employee Stock Ownership Plan <F2>
301 Fairway Drive
Bloomington, Illinois 61701
Investors of America, Limited 130,000 10.17%
Partnership <F3>
39 Glen Eagles Drive
St. Louis, Missouri 63124
Directors:
Gerald A. Bradley <F4> 10,060 .79%
Robert P. Dole <F5> 20,000 1.57%
Donald L. Fernandes 11,511 .90%
William J. Hanfland 10,000 .78%
Louis F. Ulbrich 20,000 1.57%
Steven J. Wannemacher 5,000 .39%
All directors and executive officers 86,973 6.81%
as a group (9 persons)
____________________________
<FN>
<F1>
Unless otherwise indicated, the nature of beneficial ownership for shares
shown in this column is sole voting and investment power.
<F2>
Robert P. Dole, William J. Hanfland and Steven J. Wannemacher, acting as a
committee, hold 104,216 shares of Common Stock in their capacity as Trustee of
the First Federal Savings and Loan Association of Bloomington Employee Stock
Ownership Plan ("ESOP"). Messrs. Dole, Hanfland and Wannemacher have no voting
and investment power with respect to ESOP shares allocated to participant
accounts and have shared voting and investment power with respect to unallocated
ESOP shares. Participants in the ESOP are entitled to direct the Trustee as to
the voting of shares allocated to their accounts under the ESOP. Unallocated
shares and allocated shares for which no direction is received will be voted by
the Trustee in the same proportion that the allocated shares were voted, unless
inconsistent with the Trustee's fiduciary responsibility.
<F3>
Based on Schedule 13D dated July 12, 1996. The general partner of Investors
of America, Limited Partnership is First Securities America, Inc., a Missouri
corporation ("First Securities"). First Securities's principal address is Suite
404, 135 North Meramec, Clayton, Missouri 63105. James F. Dierberg is the
controlling shareholder and President of First Securities. Mr. Dierberg's
address is 39 Glen Eagles Drive, St. Louis, Missouri 63124.
<F4>
Of the 10,060 shares reported as beneficially owned by Mr. Bradley, 2,590
are held by PrimeVest Financial Services, Inc. as custodian for Mary C. Bradley,
Mr. Bradley's wife.
<F5>
Of the 20,000 shares reported as beneficially owned by Mr. Dole, 10,000 are
held jointly with Joyce L. Dole, Mr. Dole's wife, 5,000 are held by the Robert
P. Dole Trust for which Mr. Dole and Ms. Dole act as co-trustees with shared
voting and investment power and 5,000 are held by the Joyce L. Dole Trust for
which Mr. Dole and Ms. Dole act as co-trustees with shared voting and investment
power.
</FN>
PROPOSAL I - ELECTION OF DIRECTORS
The Corporation's Board of Directors consists of six members. The
Corporation's Certificate of Incorporation provides that directors are elected
for terms of three years, one-third of whom are elected annually. Two directors
will be elected at the Meeting to serve for a three-year period, or until their
respective successors have been elected and qualified. The Board of Directors
has nominated for election as directors Gerald A. Bradley and William J.
Hanfland. Directors Bradley and Hanfland have both been members of the Board of
Directors of the Corporation since its formation in January, 1996. Each
director of the Corporation, including each director nominee, is also a
director of the Association.
If any nominee is unable to serve, the shares represented by all valid
proxies will be voted for the election of such substitute nominees as the Board
of Directors may recommend, or the Board of Directors may amend the Bylaws and
reduce the size of the Board. At this time, the Board knows of no reason why
any nominee might be unavailable to serve. The two individuals receiving the
highest number of votes cast will be elected as directors of the Corporation.
The following table sets forth as to each nominee and director continuing
in office, his name, age, principal occupation and the year he first became a
director of the Corporation. Unless otherwise indicated, the principal
occupation listed for each person below has been his occupation for the past
five years.
Year First Year
Became Term
Name Age<F1> Principal Occupation Director<F2> Expires
DIRECTOR NOMINEES
Gerald A. Bradley 69 Mr. Bradley has been the Chairman 1975 1997
of the Board of the Association
since November 16, 1993. He is the
owner and operator of Bloomington
Tent and Awning Company. Bloomington
Tent and Awning Company manufactures
and installs awnings and other canvas
products and provides rentals of
large tents.
William J. Hanfland 55 Mr. Hanfland is the Assistant 1991 1997
Treasurer and Director of Financial
Operations of the Illinois Agricultural
Association, a membership organization
for farmers.
DIRECTORS CONTINUING IN OFFICE
Donald L. Fernandes 39 Mr. Fernandes has been the President 1991 1998
and Chief Executive Officer of the
Corporation since its formation and the
President and Chief Executive Officer
of the Association since August 15, 1995.
Prior to assuming his current position,
Mr. Fernandes served as the Senior Vice
President and Chief Financial Officer of
the Association.
Steven J. Wannemacher 45 Mr. Wannemacher has been the 1995 1998
Executive Vice President-Corporate
Services of Heritage Enterprises, Inc.,
a healthcare and commercial property
management firm, since July, 1992.
Mr. Wannemacher served as Senior Vice
President of Champion Federal Savings
and Loan in Bloomington, Illinois prior
to July, 1992.
Robert P. Dole 73 Mr. Dole is the retired President 1982 1999
and Chairman of National Union
Electric Corporation, a manufacturer
of household appliances, including
"Eureka" brand vacuum cleaners.
Louis F. Ulbrich 68 Mr. Ulbrich is the Secretary of the 1990 1999
Corporation and the Association.
He has served as Secretary of the
Association since July, 1995. Mr.
Ulbrich has also been an attorney with
the law firm of Dunn, Ulbrich, Hundman,
Stanczak and Ogar (now Dunn, Hundman,
Stanczak & Willard) in Bloomington,
Illinois. Mr. Ulbrich is currently of
counsel to the firm and served as a
partner of the firm until January 1, 1994.
____________________
<FN>
<F1>
At December 31, 1996.
<F2>
Includes prior service on the Board of Directors of the Association.
</FN>
The Board of Directors recommends a vote "FOR" the election of Directors
Bradley and Hanfland for a term of three years.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Boards of Directors of the Corporation and the Association conduct
their business through meetings of the full Boards and through meetings of
committees of the Board. During the fiscal year ended December 31, 1996, the
Board of Directors of the Corporation held 20 meetings, and the Board of
Directors of the Association held 23 meetings. No director of the Corporation
or the Association attended fewer than 75% of the total meetings of the Boards
and committee meetings on which such Board member served during this period.
The Corporation does not maintain any standing audit, nominating or
compensation committee of its Board of Directors. The full Board acts on all
matters relating to its audit function and the nomination of individuals for
election as directors. Because all employees of the Corporation and the
Association are compensated only at the Association level, all matters relating
to compensation are addressed by the Compensation Committee of the Board of
Directors of the Association, with the exception that matters relating to the
Corporation's 1996 Stock Option and Incentive Plan and its Management
Development and Recognition Plan are addressed by the Corporation's Option Plan
Committee and Management Recognition Plan Committee, respectively.
The Compensation Committee of the Association consists of Messrs. Bradley,
Dole, Hanfland, Ulbrich and Wannemacher. The Compensation Committee of the
Association met twice in fiscal 1996. The Compensation Committee is responsible
for establishing the compensation for the executive officers of the Association
and is also responsible for establishing certain guidelines and limits for
compensation for other salaried officers and employees of the Association.
EXECUTIVE COMPENSATION
Summary Compensation Information. The following table sets forth
compensation information for the fiscal years ended December 31, 1996 and 1995,
with respect to the Chief Executive Officer of the Corporation. The amounts
reflected in the table were paid by the Association for services rendered to the
Association. Officers of the Corporation do not receive any additional
compensation for serving in such capacities. No other officer or employee of
the Association received compensation in excess of $100,000 in the fiscal year
ended December 31, 1996. The person named in the table is sometimes referred
to herein as the "named executive officer."
Annual Compensation
Name and Other Annual All Other
Principal Position Year Salary Bonus Compensation Compensation
Donald L. Fernandes, 1996 $101,874 -- $1,604<F3> $19,750<F4>
President and Chief 1995 $89,081<F1> $3,000<F2> $1,604<F3> $1,000<F4>
Executive Officer
____________________________
<FN>
<F1>
Mr. Fernandes was appointed President and Chief Executive Officer of the
Association effective August 15, 1995. The 1995 compensation reflected under
salary includes compensation paid to Mr. Fernandes from January 1, 1995 through
August 14, 1995 in his capacity as Senior Vice President - Finance of the
Association.
<F2>
A bonus was authorized by the Board of Directors in December, 1995, payable
on January 4, 1996. The bonus amount listed is that paid on January 4, 1996.
<F3>
Mr. Fernandes has a deferred compensation agreement with the Association
whereby the Association has agreed to purchase a life insurance policy on his
behalf. The amount listed is the annual premium paid by the Association for
this policy.
<F4>
All other compensation for 1996 includes an ESOP allocation of 1,261 shares
at $14.87 per share or approximately $18,750 at the date of allocation and a
$1,000 employer matching contribution in the Association's 401(k) Profit
Sharing Plan. In 1995, it included only a $1,000 employer matching
contribution in the Association's 401(k) Profit Sharing Plan.
</FN>
Pension Plan. The Association currently maintains a defined benefit pension
plan (the "Pension Plan") to provide retirement benefits for its employees. The
Pension Plan is qualified under Section 401(a) and 501(a) of the Internal
Revenue Code of 1986, as amended (the "Code"). The Association annually
contributes an amount to the Pension Plan necessary to satisfy the actuarially
determined minimum funding requirements in accordance with the Employee
Retirement Income Security Act of 1974, as amended, ("ERISA").
The following table sets forth the estimated annual benefits payable upon
retirement at age 65 in calendar year 1996, expressed in the form of a ten-year
certain and life annuity, for the average salary and years of service
classifications specified.
Years of Service
Average Salary 15 20 25 30 35
$25,000 $5,625 $7,500 $9,375 $11,250 $13,125
$50,000 $11,250 $15,000 $18,750 $22,500 $26,250
$75,000 $16,875 $22,500 $28,125 $33,750 $39,375
$100,000 $22,500 $30,000 $37,500 $45,000 $52,500
$125,000 $28,125 $37,500 $46,875 $56,250 $65,625
All employees over the age of 20-1/2 who have worked at least 500 hours in
a 6-month period of employment with the Association are eligible to participate
in the Pension Plan. Once eligible to participate in the Pension Plan an
employee accrues benefits for each year of service during which the employee
works at least 1,000 hours for the Association.
The amount of an employee's Pension Plan benefit is based on that
employee's years of service to the Association, up to a maximum of forty
years, and his or her average salary during his or her most highly compensated
five consecutive years of service. An employee's Pension Plan benefit vests
according to the following schedule: 20% after two years of service, 40% after
3 years of service, 60% after 4 years of service, 80% after 5 years of service
and 100% after 6 years of service. Normal retirement occurs at the later of
age 65 or when an employee completes five years of service to the Association.
An employee may elect early retirement any time after reaching age 55 and
completing ten years of service to the Association. An employee may also elect
to delay retirement beyond his or her normal retirement date. An employee's
Pension Plan benefits are payable in full without deduction for Social Security
or any other offset amounts.
An employee retiring on his or her normal retirement date is entitled to a
monthly pension equal to 1.5% of his or her average monthly salary during his or
her five consecutive most highly-compensated years of service multiplied by the
number of that employee's years of service, up to a maximum of 40 years of
service. An employee electing early retirement or late retirement will have his
or her monthly benefit actuarially adjusted to account for such early or late
commencement of benefit payments. Under the Pension Plan, benefits are also
payable upon termination, disability and death.
The approximate years of service, as of December 31, 1996, for the named
executive officer is as follows:
Name Years of Service
Donald L. Fernandes 13 Years
Effective March 31, 1996, the Board of Directors of the Association froze
the Pension Plan. No further benefits will accrue under the Pension Plan after
that date. All participants became fully vested in their benefits accrued as of
that date. The Association will continue making contributions to the Pension
Plan until the plan is fully funded at which time the Pension Plan will be
terminated and liquidated by paying out all funds in the Pension Plan to the
respective beneficiaries of those funds.
Deferred Compensation Agreement. The Association entered into a deferred
compensation agreement with Donald L. Fernandes on September 22, 1992. Under
the terms of this agreement, Mr. Fernandes or his beneficiary is entitled to
receive annual payments from the Association after Mr. Fernandes' retirement at
age 60 or beyond or in the event that he is disabled or dies prior to age 60.
The deferred compensation agreement will be terminated if Mr. Fernandes ceases
to be employed by the Association at any time prior to his attaining age 60 if
no benefits have been paid under the agreement. To meet its obligations under
the deferred compensation agreement, the Association has purchased a life
insurance policy for the benefit of Mr. Fernandes, and the Association pays an
annual premium on this policy. In the event that the deferred compensation
agreement is terminated, the Association will no longer have any obligation to
make premium payments on the insurance policy, and Mr. Fernandes may receive
ownership of the policy.
Employment Agreement. The Association and the Corporation have entered
into an employment agreement with Donald L. Fernandes, effective as of June 29,
1996. The employment agreement provides that Mr. Fernandes will be employed
for a 3-month term. The term of the agreement may be extended for an additional
twelve-month period by action of the Board of Directors of the Association and
the Corporation taken 60 days prior to each anniversary of the effective date of
the employment agreement. Mr. Fernandes may terminate the employment agreement
at any time upon 60 days' prior written notice to the Board of Directors of the
Association and the Corporation.
Under the employment agreement, the base salary for Mr. Fernandes is
$105,000 per year. The Board of Directors of the Association and the
Corporation will review Mr. Fernandes's base salary at least once a year and may
increase that base salary. In addition to base salary, the agreement provides
for participation in any group health, medical, hospitalization, dental care,
sick leave pay, life insurance or death benefit, disability plans and other
employee benefit plans offered by the Association to its employees.
The employment agreement provides for continuing benefits in the event Mr.
Fernandes is terminated, or his employment agreement is not renewed, other than
for "just cause" (e.g., personal dishonesty, incompetence, willful misconduct,
breach of a fiduciary duty involving personal profit or willful violation of any
law, rule or regulation). In such instances, Mr. Fernandes will continue to
receive all benefits due to him under the employment agreement through the
remaining term of the agreement. If Mr. Fernandes is terminated within one year
after a "change of control" of the Association or the Corporation, then the
Association will pay to Mr. Fernandes a lump sum equal to 2.99 times Mr.
Fernandes's "Base Amount," as that term is defined in Section 280G(b)(3) of the
Code, and will continue to provide coverage for Mr. Fernandes and his
dependents, beneficiaries and estate under all employee benefit plans of the
Association and the Corporation for twenty-four months. If payments and
benefits under the employment agreement would constitute an "Excess Parachute
Payment" under Section 280G of the Code, then such payments and benefits will be
reduced to one dollar less than the maximum amount that the Association may pay
under Section 280G of the Code without losing its ability to deduct such
payments for tax purposes. A "change of control" is defined in the employment
agreement to include, among other events, the acquisition of more than 25% of
the Association's or the Corporation's outstanding common stock, or the
equivalent in voting power of any lass or classes of outstanding capital stock
of the Association or the Corporation, by any corporation, person or group.
The employment agreement further provides that, within one year of a change
of control, Mr. Fernandes may elect to terminate his employment with the
Association or the Corporation and receive the severance benefits described
above if there is (i) any substantial change in his duties and responsibilities,
(ii) any material reduction in his aggregate compensation or (iii) a change in
his main place of work to a location outside of a forty-mile radius of the
Association's offices at which he is then based, provided that any such event
occurs without his express written consent.
In the event Mr. Fernandes's employment is terminated for "just cause," all
Mr. Fernandes's rights and benefits under the employment agreement cease as of
the date of such termination.
The agreement with Mr. Fernandes includes a covenant which will limit his
ability under certain circumstances to compete with the business of the
Association for a period of one year following the termination of his employment
with the Association.
Compensation Committee Interlocks and Insider Participation. The members
of the Compensation Committee of the Board of Directors of the Association for
the fiscal year ended December 31, 1996 were Messrs. Bradley, Dole, Hanfland,
Ulbrich and Wannemacher. No such member of the Compensation Committee is a
former or current officer or employee of the Corporation or the Association.
The Association makes loans to executive officers and directors of the
Association and their affiliates in the ordinary course of its business. Such
loans to executive officers, directors and their affiliates are made on
substantially the same terms, including interest rates and collateral, as those
prevailing at the time the transaction is originated for comparable transactions
with nonaffiliated persons and do not, in the opinion of the Association's
management, involve more than the normal risk of collectibility or present any
other unfavorable features. As of December 31, 1996, approximately $797,000 of
loans were outstanding from the Association to executive officers and directors
of the Association and their affiliates.
Louis F. Ulbrich, the Secretary and a director of the Corporation and the
Association, is of counsel to the law firm of Dunn, Hundman, Stanczak & Willard
in Bloomington, Illinois. The Association has retained the services of Mr.
Ulbrich's firm.
Compensation Committee Report. At the direction of the Board of Directors
of this Corporation, the Compensation Committee of the Association has prepared
and is submitting the following report explaining the rationale and
considerations that led to fundamental compensation decisions affecting the
Corporation's Chief Executive Officer and other executive officers of the
Corporation and the Association for the fiscal year ending December 31, 1996.
The Compensation Committee has conducted its annual review of the
compensation structure for executive officers of the Association. The purpose
of the review is to provide the Compensation Committee with the information
needed to determine whether the compensation programs and benefits structure are
adequate and competitive and whether they are achieving the goals of attracting
and retaining competent executive officers.
In its review, the Compensation Committee utilized several different
compensation surveys to evaluate levels of compensation and benefits. Actual
compensation was compared to survey data from at least two different sources
with a focus on data for entities similar in size to the Corporation. The
survey data also included separate breakdowns for companies within the same
region of the state of Illinois, for the entire state of Illinois and for the
entire country. Some adjustments were made to more closely fit actual positions
within the Corporation and the Association to position descriptions used in the
surveys. In addition, the Compensation Committee also reviewed the performance
of the Corporation and the progress being made toward achieving the goals of the
Corporation as a factor in the assessment of compensation levels and benefit
programs.
The Compensation Committee determined the compensation of the Corporation's
Chief Executive Officer using the same criteria as for the other executive
officers.
The Compensation Committee is presently considering the implementation of
compensation programs and policies for 1997 and thereafter that will tie
executive officer compensation more closely to the financial performance of the
corporation. In this regard, on February 11, 1997, the Corporation obtained
stockholder approval of its 1996 Stock Option and Incentive Plan and its
Management Development and Recognition Plan.
Submitted by the Compensation Committee
of the Association:
Gerald A. Bradley
Robert P. Dole
William J. Hanfland
Louis F. Ulbrich
Steven J. Wannemacher
COMMON STOCK PRICE PERFORMANCE GRAPH
The following Common Stock price performance graph compares the change in
the Corporation's cumulative total stockholder returns on its Common Stock
commencing June 29, 1996, the effective date of the Corporation's initial public
offering and the conversion of the Association from mutual to stock form, with
the cumulative total return of all bank stocks traded on The Nasdaq Stock Market
and all stocks traded on The Nasdaq Stock Market. The amounts shown assume the
reinvestment of dividends.
GRAPH APPEARS HERE (GRAPH OMITTED)
June July August September October November December
Eagle BancGroup, 100 111.25 115 128.75 135 135 148.75
Inc.
Nasdaq Bank 100 98.77337 105.716 110.81 115.6467 124.2926 125.0535
Stocks Index
The Nasdaq Stock 100 91.09404 96.19827 103.5611 102.4262 108.7739 108.6502
Market Index
DIRECTORS' COMPENSATION
Directors of the Corporation do not receive any fees in consideration of
their service. Directors of the Association who are not also employees of the
Association receive a fee of $1,000 per month for their services as Directors of
the Association. The Chairman of the Board of Directors receives an additional
fee of $200 per month. Directors who are employees of the Association receive
no compensation for their services as Directors of the Association. No
additional committee fees or meeting fees are paid. Mr. Bradley defers a
portion of his fees which is then used by the Association to pay the premiums on
two life insurance policies for his benefit. The Association pays an aggregate
of $4,800 per year as premiums on these policies, and Mr. Bradley's annual
compensation as a director is reduced accordingly. The policies provide life
insurance coverage for Mr. Bradley and will pay benefits to his beneficiaries
in the event of his death during the term of the policies.
AUDITORS
The Board of Directors has selected Ernst & Young LLP, independent public
accountants, to be the Corporation's auditors for the 1997 fiscal year. A
representative of Ernst & Young LLP is expected to be present at the Meeting to
respond to appropriate questions of stockholders and to make a statement if he
desires.
OTHER MATTERS
The Board of Directors of the Corporation 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 matters should properly come before the
Meeting, it is intended that proxies in the accompanying form will be voted in
respect thereof in accordance with the judgment of the person or persons voting
the proxies.
The Corporation's Annual Report to Stockholders, including financial
statements, has been mailed with this Proxy Statement to all stockholders of
record as of the close of business on March 21, 1997. The Annual Report to
Stockholders is not to be treated as part of the proxy solicitation material or
as having been incorporated herein by reference.
NOTICE PROVISIONS FOR STOCKHOLDER NOMINATIONS OF DIRECTORS
Any stockholder wishing to nominate an individual for election as a
director must comply with certain provisions in the Corporation's Certificate of
Incorporation. The Corporation's Certificate of Incorporation establishes an
advance notice procedure with regard to the nomination, other than by or at the
direction of the Board of Directors of the Corporation, of candidates for
election as directors. Generally, such notice must be delivered to or mailed to
and received by the Secretary of the Corporation at the principal executive
offices of the Corporation not later than the close of business on the 40th day
or earlier than the close of business on the 70th day prior to the first
anniversary of the preceding year's annual meeting. The stockholder must also
comply with certain other provisions set forth in the Corporation's Certificate
of Incorporation relating to the nomination of an individual for election as a
director. For a copy of the Corporation's Certificate of Incorporation, which
includes the provisions relating to the nomination of an individual for election
as a director, an interested stockholder should contact the Secretary of the
Corporation at 301 Fairway Drive, Bloomington, Illinois 61701.
NOTICE PROVISIONS FOR STOCKHOLDER PROPOSALS
Any stockholder wishing to bring business before an annual meeting must
comply with certain provisions in the Corporation's Bylaws. The Corporation's
Bylaws establish an advance notice procedure with regard to certain matters to
be brought before an annual meeting of stockholders of the Corporation other
than by or at the direction of the Board of Directors of the Corporation. Such
notice must be delivered to or mailed to and received by the Secretary at the
principal executive offices of the Corporation not later than the close of
business on the 60th day or earlier than the close of business on the 90th day
prior to the first anniversary of the preceding year's annual meeting. The
stockholder must also comply with certain other provisions set forth in the
Corporation's Bylaws relating to the bringing of business before an annual
meeting. For a copy of the Corporation's Bylaws, which includes the provisions
relating to the bringing of business before an annual meeting, an interested
stockholder should contact the Secretary of the Corporation at 301 Fairway
Drive, Bloomington, Illinois 61701.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based solely on a review of copies of Form 3, 4 and 5 beneficial ownership
reports and amendments thereto furnished to the Corporation, and written
representations that no other reports were required, the Corporation believes
that its directors, officers and greater than 10% stockholders complied with all
applicable requirements of Section 16(a) of the Exchange Act during the fiscal
year ended December 31, 1996.
INCLUSION OF STOCKHOLDER PROPOSALS IN PROXY MATERIALS
In order to be eligible for inclusion in the Corporation's proxy materials
for next year's Annual Meeting of Stockholders, any stockholder proposal to take
action at such meeting must be received at the Corporation's main office at 301
Fairway Drive, Bloomington, Illinois, no later than November 28, 1997. Any such
proposal shall be subject to the requirements of the proxy rules adopted under
the Exchange Act.
FORM 10-K
A COPY OF THE FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996 AS FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION WILL BE FURNISHED WITHOUT CHARGE TO
STOCKHOLDERS AS OF THE RECORD DATE UPON WRITTEN REQUEST TO DONALD L. FERNANDES,
PRESIDENT, EAGLE BANCGROUP, INC., 301 FAIRWAY DRIVE, BLOOMINGTON, ILLINOIS
61701.
REVOCABLE PROXY
EAGLE BANCGROUP, INC.
PLEASE MARK VOTES
AS IN THIS EXAMPLE
THIS PROXY IS SOLICITED BY THE BOARD OF
DIRECTORS OF EAGLE BANCGROUP, INC.
The undersigned hereby appoint(s) Robert P. Dole and
Louis F. Ulbrich, or either of them, as proxies for the
undersigned, with full power of substitution, to act and to
vote all the shares of common stock of Eagle BancGroup,
Inc. that the undersigned would be entitled to vote if
personally present at the annual meeting of stockholders
to be held at the Conference Center at the Best Western
Eastland Suites Lodge, 1801 Eastland Drive, Bloomington,
Illinois, on April 16, 1997, or at any adjournments or
postponements thereof. Said proxies are directed to vote
as instructed on the matters set forth below and
otherwise at their discretion. Receipt of a copy of the
notice of said meeting and proxy statement are hereby
acknowledged.
Please be sure to sign and date
this Proxy in the box below.
Date
Stockholder sign above. Co-holder (if any) sign above.
1. The election as directors of all
nominees listed below (except as
marked to the contrary below):
Withhold For All
For Authority Except
Nominees:
Gerald A. Bradley; William J. Hanfland
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.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR"
ALL THE NOMINEES.
PLEASE CHECK BOX IF YOU PLAN TO ATTEND
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE
VOTED IN THE MANNER DIRECTED HEREIN BY THE
UNDERSIGNED STOCKHOLDER(S). IF NO DIRECTIONS ARE
GIVEN, THIS PROXY WILL BE VOTED FOR THE ELECTION OF
ALL NOMINEES LISTED ABOVE.
IMPORTANT: Please sign exactly as your name or names
appear on this proxy card. If stock is held jointly, all joint
owners must sign. Executors, administrators, trustees,
guardians, custodians, corporate officers and others signing in
a representative capacity should put their full title.
Detach above card, sign, date and mail in postage paid envelope provided.
EAGLE BANCGROUP, INC.
PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY