<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement [ ] 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
PARK BANCORP, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(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:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
- --------------------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
- --------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
- --------------------------------------------------------------------------------
(3) Filing party:
- --------------------------------------------------------------------------------
(4) Date filed:
- --------------------------------------------------------------------------------
<PAGE> 2
PARK BANCORP, INC.
2740 W. 55TH STREET
CHICAGO, ILLINOIS 60632
(773) 434-6040
March 24, 1997
Fellow Shareholders:
You are cordially invited to attend the annual meeting of shareholders (the
"Annual Meeting") of Park Bancorp, Inc. (the "Company"), the holding company for
Park Federal Savings Bank (the "Bank"), Chicago, Illinois, which will be held on
April 22, 1997, at 10:00 a.m., Chicago time, at The Inland Meeting and
Exposition Center, 400 East Ogden Avenue, Westmont, Illinois 60559.
The attached Notice of the Annual Meeting and the Proxy Statement describe
the formal business to be transacted at the Annual Meeting. Directors and
officers of the Company will be present at the Annual Meeting to respond to any
questions that our shareholders may have regarding the business to be
transacted.
The Board of Directors of the Company has determined that the matters to be
considered at the Annual Meeting are in the best interests of the Company and
its shareholders. FOR THE REASONS SET FORTH IN THE PROXY STATEMENT, THE BOARD
UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE MATTERS TO BE CONSIDERED.
PLEASE SIGN AND RETURN THE ENCLOSED PROXY CARD PROMPTLY. YOUR COOPERATION
IS APPRECIATED SINCE A MAJORITY OF THE COMMON STOCK MUST BE REPRESENTED, EITHER
IN PERSON OR BY PROXY, TO CONSTITUTE A QUORUM FOR THE CONDUCT OF BUSINESS.
On behalf of the Board of Directors and all of the employees of the Company
and the Bank, I thank you for your continued interest and support.
Sincerely yours,
/s/ DAVID A. REMIJAS
- ---------------------
David A. Remijas
President and Chief Executive Officer
<PAGE> 3
PARK BANCORP, INC.
2740 W. 55TH STREET
CHICAGO, ILLINOIS 60632
------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 22, 1997
------------------------
NOTICE IS HEREBY GIVEN that the annual meeting of shareholders (the "Annual
Meeting") of Park Bancorp, Inc. (the "Company") will be held on April 22, 1997,
at 10:00 a.m., Chicago time, at The Inland Meeting and Exposition Center, 400
East Ogden Avenue, Westmont, Illinois 60559.
The purpose of the Annual Meeting is to consider and vote upon the
following matters:
1. The election of two directors of the Company to three-year terms of
office;
2. The ratification of the appointment of Crowe, Chizek and Company LLP as
independent auditors of the Company for the fiscal year ending December
31, 1997; and
3. Such other matters as may properly come before the Annual meeting and at
any adjournments thereof, including whether or not to adjourn the
meeting.
The Board of Directors has established March 14, 1997 as the record date
for the determination of shareholders entitled to receive notice of and to vote
at the Annual Meeting and at any adjournments thereof. Only record holders of
the common stock of the Company as of the close of business on such record date
will be entitled to vote at the Annual Meeting or any adjournments thereof. In
the event there are not sufficient votes for a quorum or to approve any of the
foregoing proposals at the time of the Annual Meeting, the Annual Meeting may be
adjourned in order to permit further solicitation of proxies by the Company. A
list of shareholders entitled to vote at the Annual Meeting will be available at
Park Bancorp, Inc., 2740 W. 55th Street, Chicago, Illinois 60632, for a period
of ten days prior to the Annual Meeting and will also be available at the Annual
Meeting itself.
By Order of the Board of Directors
/s/ RICHARD J. REMIJAS, JR.
---------------------------
Richard J. Remijas, Jr.
Corporate Secretary
Chicago, Illinois
March 24, 1997
<PAGE> 4
PARK BANCORP, INC.
------------------------
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
APRIL 22, 1997
------------------------
SOLICITATION AND VOTING OF PROXIES
This Proxy Statement is being furnished to shareholders of Park Bancorp,
Inc. (the "Company") in connection with the solicitation by the Board of
Directors ("Board of Directors" or "Board") of proxies to be used at the annual
meeting of shareholders to be held on April 22, 1997 at 10:00 a.m., Chicago
time, at The Inland Meeting and Exposition Center, 400 East Ogden Avenue,
Westmont, Illinois 60559 (the "Annual Meeting"), and at any adjournments
thereof. The 1996 Annual Report to Shareholders, including consolidated
financial statements for the fiscal year ended December 31, 1996, and a proxy
card, accompanies this Proxy Statement, which is first being mailed to record
holders of Common Stock of the Company ("Common Stock") on or about March 24,
1997.
The Company was formed and became a holding company as part of the mutual
to stock conversion (the "Conversion") of Park Federal Savings Bank (the
"Bank"), which was completed on August 9, 1996.
Regardless of the number of shares of Common Stock owned, it is important
that record holders of a majority of the shares be represented by proxy or in
person at the Annual Meeting. Shareholders are requested to vote by completing
the enclosed proxy card and returning it signed and dated in the enclosed
postage-paid envelope. Shareholders are urged to indicate their vote in the
spaces provided on the proxy card. PROXIES SOLICITED BY THE BOARD OF DIRECTORS
WILL BE VOTED IN ACCORDANCE WITH THE DIRECTIONS GIVEN THEREIN. WHERE NO
INSTRUCTIONS ARE INDICATED, SIGNED PROXY CARDS WILL BE VOTED FOR THE ELECTION OF
THE TWO NOMINEES FOR DIRECTOR NAMED IN THIS PROXY STATEMENT, AND FOR THE
RATIFICATION OF CROWE, CHIZEK AND COMPANY LLP AS INDEPENDENT AUDITORS FOR THE
FISCAL YEAR ENDING DECEMBER 31, 1997.
Other than the matters listed on the attached Notice of Annual Meeting of
Shareholders, the Board of Directors knows of no additional matter that will be
presented for consideration at the Annual Meeting. EXECUTION OF A PROXY,
HOWEVER, CONFERS ON THE DESIGNATED PROXY HOLDERS DISCRETIONARY AUTHORITY TO VOTE
THE SHARES IN ACCORDANCE WITH THEIR BEST JUDGMENT ON SUCH OTHER BUSINESS, IF
ANY, THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING AND AT ANY ADJOURNMENTS
THEREOF, INCLUDING WHETHER OR NOT TO ADJOURN THE ANNUAL MEETING.
A proxy may be revoked at any time prior to its exercise by filing a
written notice of revocation with the Corporate Secretary of the Company, by
delivering to the Company a duly executed proxy bearing a later date, or by
attending the Annual Meeting and voting in person. However, if you are a
shareholder whose shares are not registered in your own name, you will need
appropriate documentation from your record holder to vote personally at the
Annual Meeting.
The cost of solicitation of proxies on behalf of management will be borne
by the Company. In addition to the solicitation of proxies by mail, Morrow &
Co., a proxy solicitation firm, will assist the Company in soliciting proxies
for the Annual Meeting and will be paid a fee of $2,500, plus out-of-pocket
expenses. Proxies may also be solicited personally or by telephone by directors,
officers and other employees of the Company and its subsidiary, the Bank,
without additional compensation therefor. The Company will also request persons,
firms and corporations holding shares in their names, or in the name of their
nominees, which are beneficially owned by others, to send proxy materials to and
obtain proxies from such beneficial owners, and will reimburse such holders for
their reasonable expenses in doing so.
SOLICITATION AND VOTING OF COMMON STOCK HELD IN THE ESOP AND 401(K) PLAN
A separate notice of shareholders meeting, proxy statement, voting
direction form ("Voting Direction Form") and return envelope will be provided to
each participant ("Participant") in the Park Federal Savings
1
<PAGE> 5
Bank Employee Stock Ownership Plan (the "ESOP"). California Central Trust Bank
is the corporate trustee for the ESOP ("Trustee"). Pursuant to the ESOP, each
Participant is entitled to direct the Trustee with respect to voting of the
shares of Common Stock allocated to the Participant's account. Subject to its
duties under the Employee Retirement Income Security Act of 1974, as amended
("ERISA"), the Trustee will vote all allocated shares held in the ESOP in
accordance with the instructions received. As of the Record Date (defined
below), 16,757 of the 216,099 shares of Common Stock in the ESOP had been
allocated to Participants. Under the ESOP, unallocated shares held in the
suspense account will be voted by the Trustee in a manner calculated to most
accurately reflect the instructions received from Participants regarding the
allocated stock, subject to the provisions of ERISA. Participants should return
the Voting Direction Forms directly to the Trustee in the envelope provided. The
Trustee will maintain as confidential the directions set forth on the sheet from
disclosure to the Company and its directors or officers.
Pursuant to the Park Federal Savings Bank 401(k) Plan (the "401(k) Plan"),
the Advisory Plan Committee, formed to administer the 401(k) Plan, is entitled
to direct California Central Trust Bank, the trustee for the 401(k) Plan, as to
how to vote all shares of Common Stock held therein. The Advisory Plan Committee
is comprised of Messrs. David A. Remijas, Richard J. Remijas, Jr. and Steven J.
Pokrak, executive officers of the Company. As of the Record Date, 54,135 shares
were held in the 401(k) Plan.
VOTING SECURITIES
The securities which may be voted at the Annual Meeting consist of shares
of Common Stock, with each share entitling its owner to one vote on all matters
to be voted on at the Annual Meeting, except as described below.
The close of business on March 14, 1997, has been fixed by the Board of
Directors as the record date (the "Record Date") for the determination of
shareholders of record entitled to notice of and to vote at the Annual Meeting
and at any adjournments thereof. The total number of shares of Common Stock
outstanding on the Record Date was 2,701,441 shares.
As provided in the Company's Certificate of Incorporation, record holders
of Common Stock who beneficially own in excess of 10% of the outstanding shares
of Common Stock (the "Limit") are not entitled to any vote in respect of the
shares held in excess of the Limit. A person or entity is deemed to beneficially
own shares owned by an affiliate of, as well as by persons acting in concert
with, such person or entity. The Company's Certificate of Incorporation
authorizes the Board of Directors (i) to make all determinations necessary to
implement and apply the Limit, including determining whether persons or entities
are acting in concert, and (ii) to demand that any person who is reasonably
believed to beneficially own stock in excess of the Limit to supply information
to the Company to enable the Board of Directors to implement and apply the
Limit.
The presence, in person or by proxy, of the holders of at least a majority
of the total number of shares of Common Stock entitled to vote (after
subtracting any shares in excess of the Limit pursuant to the Company's
Certificate of Incorporation) is necessary to constitute a quorum at the Annual
Meeting. In the event that there are not sufficient votes for a quorum or to
approve or ratify any proposal at the time of the Annual Meeting, the Annual
Meeting may be adjourned in order to permit the further solicitation of proxies.
Broker non-votes are counted for purposes of determining a quorum.
As to the election of directors, the proxy card being provided by the Board
of Directors enables a shareholder to vote "FOR ALL" to vote in favor of the
nominees proposed by the Board of Directors, "WITHHELD FOR ALL" to vote against
all of the nominees being proposed, or "FOR ALL EXCEPT" to withhold authority to
vote for any individual nominee by writing the nominee's name in the space
provided. Under Delaware law and the Company's Bylaws, an affirmative vote of
the holders of a plurality of shares, present and voting at the Annual Meeting,
is required for a nominee to be elected as a Director. Shares underlying broker
non-votes or in excess of the Limit are not counted as present and entitled to
vote and have no effect on the vote on the matter presented.
As to the approval of Crowe, Chizek and Company LLP as independent auditors
of the Company and all other matters that may properly come before the Annual
Meeting, by checking the appropriate box, a
2
<PAGE> 6
shareholder may: (i) vote "FOR" the item; (ii) vote "AGAINST" the item; or (iii)
"ABSTAIN" from voting on such item. Under Delaware law, an affirmative vote of
the holders of a majority of the shares of Common Stock present at the Annual
Meeting, in person or by proxy, and entitled to vote, is required to constitute
shareholder approval of Proposal 2. Shares as to which the "ABSTAIN" box has
been selected on the proxy card with respect to Proposal 2 will be counted as
present and entitled to vote and have the effect of a vote against Proposal 2.
In contrast, shares underlying broker non-votes or in excess of the Limit are
not counted as present and entitled to vote and have no effect on the vote on
the matter presented.
Proxies solicited hereby will be returned to the Company's transfer agent,
Harris Trust and Savings Bank. The Board of Directors has also designated Harris
Trust and Savings Bank to act as inspectors of election and to tabulate the
votes at the Annual Meeting. After the final adjournment of the Annual Meeting,
the proxies will be returned to the Company.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth information as to those persons believed by
management to be beneficial owners of more than 5% of the Company's outstanding
shares of Common Stock on the Record Date or as disclosed in certain reports
received to date regarding such ownership filed by such persons with the Company
and with the Securities and Exchange Commission ("SEC"), in accordance with
Sections 13(d) and 13(g) of the Securities Exchange Act of 1934, as amended
("Exchange Act"). Other than those persons listed below, the Company is not
aware of any person, as such term is defined in the Exchange Act, that owns more
than 5% of the Company's Common Stock as of the Record Date.
<TABLE>
<CAPTION>
NAME AND ADDRESS OF AMOUNT AND NATURE PERCENT
BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP OF CLASS
------------------- ----------------------- --------
<S> <C> <C>
Park Federal Savings Bank 216,099(1) 8.0%
Employee Stock Ownership Plan ("ESOP")
2740 W. 55th Street
Chicago, Illinois 60632
First Financial Fund, Inc. (the "Fund")(2) 249,800 9.25%
Gateway Center Three
100 Mulberry Street, 9th Floor
Newark, NJ 07102-4077
</TABLE>
- ---------------
(1) Shares of Common Stock were acquired by the ESOP in the Bank's Conversion.
(2) The Fund is a client of Wellington Management Company, LLP ("WMC"), an
investment adviser registered under Section 203 of the Investment Advisers
Act of 1940. WMC, in its capacity as investment adviser to the Fund, is
deemed to beneficially own 249,800 shares of the Company.
INTERESTS OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
All persons standing for election as director were unanimously nominated by
the Board of Directors. No person being nominated as a director is being
proposed for election pursuant to any agreement or understanding between any
such person and the Company.
PROPOSAL 1. ELECTION OF DIRECTORS
The Board of Directors of the Company currently consists of six (6)
directors and is divided into three classes. Each of the six members of the
Board of Directors of the Company also presently serves as a director of the
Bank. Directors are elected for staggered terms of three years each, with the
term of office of only one of the three classes of directors expiring each year.
Directors serve until their successors are elected and qualified.
3
<PAGE> 7
The nominees proposed for election at this Annual Meeting are Mr. David A.
Remijas and Mr. Glenn Zajicek.
In the event that either Mr. Remijas or Mr. Zajicek is unable to serve or
declines to serve for any reason, it is intended that the proxies will be voted
for the election of such other person as may be designated by the present Board
of Directors. The Board of Directors has no reason to believe that either Mr.
Remijas or Mr. Zajicek will be unable or unwilling to serve. UNLESS AUTHORITY TO
VOTE FOR THE NOMINEES IS WITHHELD, IT IS INTENDED THAT THE SHARES REPRESENTED BY
THE ENCLOSED PROXY CARD, IF EXECUTED AND RETURNED, WILL BE VOTED FOR THE
ELECTION OF THE NOMINEES PROPOSED BY THE BOARD OF DIRECTORS.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF THE NOMINEES
NAMED IN THIS PROXY STATEMENT.
INFORMATION WITH RESPECT TO THE NOMINEES, CONTINUING DIRECTORS AND CERTAIN
EXECUTIVE OFFICERS
The following table sets forth as of the Record Date the names of the
nominees and continuing directors of the Company and each named executive
officer, their ages, a brief description of their recent business experience,
including present occupations and employment, certain directorships held by
each, and, with respect to directors, the year in which each became a director
of the Bank and the year in which their terms as director of the Company expire.
The table also sets forth the amount of Common Stock and the percent thereof
beneficially owned by each director and named executive officer and all
directors and executive officers as a group as of the Record Date. Ownership
information is based upon information furnished by the respective individuals.
<TABLE>
<CAPTION>
SHARES OF
NAME AND PRINCIPAL DIRECTOR EXPIRATION OF COMMON STOCK PERCENT
OCCUPATION AT PRESENT OF THE BANK TERM AS BENEFICIALLY OF
AND FOR PAST FIVE YEARS AGE SINCE DIRECTOR OWNED(2)(3) CLASS(4)
----------------------- --- ----------- ------------- ------------ --------
<S> <C> <C> <C> <C> <C>
NOMINEES
David A. Remijas(1) 45 1993 1997 21,687(5) *
President, Chief Executive Officer and
Chairman of the Board since 1993; previous
to 1993, Mr. Remijas was Executive Vice
President of the Bank.
Glenn Zajicek 66 1981 1997 15,088 *
Retired; formerly an owner of Mudrak and
Zajicek, Inc., a contracting company;
presently a real estate manager for AZCO,
Inc.
CONTINUING DIRECTORS
Richard J. Remijas, Jr.(1) 47 1977 1998 16,214(5) *
Executive Vice President, Chief Operating
Officer and Corporate Secretary since 1993;
previous to 1995, Mr. Remijas was a
principal of Merrion-Remijas, Realtors,
Inc.
Paul Shukis 45 1993 1998 14,190 *
President of Shukis Development Co., a real
estate development and construction firm.
Joseph M. Judickas, Jr. 66 1973 1999 13,800 *
Retired; prior to retirement in 1993,
served as Secretary, Treasurer and Chief
Operating Officer of the Bank.
Charles Paprocki 75 1974 1999 8,500 *
Prior to retirement, Mr. Paprocki was a
wholesale meat distributor in Chicago.
</TABLE>
4
<PAGE> 8
<TABLE>
<CAPTION>
SHARES OF
NAME AND PRINCIPAL DIRECTOR EXPIRATION OF COMMON STOCK PERCENT
OCCUPATION AT PRESENT OF THE BANK TERM AS BENEFICIALLY OF
AND FOR PAST FIVE YEARS AGE SINCE DIRECTOR OWNED(2)(3) CLASS(4)
----------------------- --- ----------- ------------- ------------ --------
<S> <C> <C> <C> <C> <C>
NON-DIRECTOR, EXECUTIVE OFFICER
Steven J. Pokrak 37 -- -- 15,603(5) *
Chief Financial Officer and Treasurer; Mr.
Pokrak has served as the Bank's Controller
since 1985 and as Treasurer and Chief
Financial Officer since 1993.
All directors and executive officers as a
group (8 persons) 105,082(5) 3.9%
</TABLE>
- ---------------
* Does not exceed 1.0% of the Company's voting securities.
(1) David A. Remijas is the brother of Richard J. Remijas, Jr.
(2) Except as otherwise noted, each person effectively exercises sole (or shares
with spouse or other immediate family member) voting and dispositive power
as to shares reported.
(3) Does not include options and awards granted under the Park Bancorp, Inc.
1997 Stock-Based Incentive Plan (the "Incentive Plan"), as none of the
options or awards are exercisable or vested or will be vested within 60 days
of the date hereof.
(4) As of the Record Date, there were 2,701,441 shares of Common Stock
outstanding.
(5) Does not include 54,135 shares held in the 401(k) Plan as to which Messrs.
David A. Remijas, Richard J. Remijas, Jr. and Steven J. Pokrak, as members
of the Advisory Plan Committee for the 401(k) Plan, share voting power.
MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors conducts its business through meetings of the Board
of Directors and through activities of its committees. The Board of Directors
meets monthly and may schedule special meetings as needed. During fiscal 1996,
the Board of Directors of the Company, which was formed in August 1996, held 14
meetings primarily related to organizational and other matters in connection
with the formation of the Company and its acquisition of the Bank during the
Conversion. All of the directors of the Company attended at least 75% of the
total number of the Company's Board meetings held and committee meetings on
which such directors served during fiscal 1996.
The Board of Directors of the Company maintains committees, the nature and
composition of which are described below:
AUDIT COMMITTEE. The Audit Committee of the Company consists of Messrs.
Judickas, Paprocki and Zajicek, all of whom are outside directors. The purpose
of this committee is to review the audit function and management actions
regarding the implementation of audit findings. The Audit Committee met two
times in fiscal 1996.
COMPENSATION COMMITTEE. The Compensation Committee of the Company consists
of Messrs. Shukis and Zajicek. This committee meets to establish compensation
for the Chief Executive Officer, approves the compensation of senior officers,
and approves various compensation and benefits to be paid to employees and to
review the incentive compensation programs when necessary. The Compensation
Committee met two times in fiscal 1996.
Under the Company's Bylaws, the Board of Directors has the authority to
nominate individuals for election to the Board by a majority vote. The Board of
Directors also has the authority to form a nominating committee for the purpose
of nominating directors.
5
<PAGE> 9
DIRECTORS' COMPENSATION
DIRECTORS' FEES. Non-employee members of the Board of Directors of the Bank
currently receive a fee of $1,000 for each regular monthly meeting attended.
Each outside director also receives a fee of $475 for each special Board meeting
attended. Directors do not receive any fees for serving on the Board of the
Company.
INCENTIVE PLAN. Non-employee Directors of the Company are entitled to
receive options to purchase Common Stock and option-related awards and awards of
Common Stock under the Company's 1997 Stock-Based Incentive Plan (the "Incentive
Plan"). On February 27, 1997, shareholders approved the Incentive Plan, pursuant
to which options to purchase 13,507 shares and stock awards for 5,402 shares
have been made to non-employee Directors.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE. The following table shows, for the years ended
December 31, 1996 and 1995, the cash compensation paid by the Bank, as well as
certain other compensation paid or accrued for those years, to the Chief
Executive Officer and other executive officers of the Company and the Bank who
earned and/or received salary and bonus in excess of $100,000 in fiscal years
1996 and 1995 ("Named Executive Officers"). No other executive officer of the
Company or the Bank earned and/or received salary and bonus in excess of
$100,000 in fiscal year 1996 and 1995.
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
-------------------------------------
ANNUAL COMPENSATION(1) AWARDS PAYOUTS
--------------------------------- --------------------------- -------
OTHER SECURITIES
ANNUAL RESTRICTED UNDERLYING LTIP ALL OTHER
NAME AND PRINCIPAL SALARY BONUS COMPENSATION STOCK AWARDS OPTIONS/SARs PAYOUTS COMPENSATION
POSITIONS YEAR ($)(1) ($) ($)(2) ($)(3) (#)(4) ($)(5) ($)(6)
------------------ ---- -------- ------- ------------ ------------ ------------ ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
David A. Remijas 1996 $140,300 $37,800 $0 $0 $0 $0 $30,465
Chairman of the Board, 1995 138,100 33,250 0 0 0 0 18,915
President and Chief Executive
Officer
Richard J. Remijas, Jr. 1996 107,780 29,500 0 0 0 0 23,221
Director, Executive Vice 1995 101,190 25,700 0 0 0 0 13,337
President, Chief Operating
Officer
and Corporate Secretary
Steven J. Pokrak 1996 76,800 24,500 0 0 0 0 17,161
Chief Financial Officer 1995 72,800 20,000 0 0 0 0 10,920
and Treasurer
</TABLE>
- ---------------
(1) Under Annual Compensation, the column titled "Salary" includes fees received
as a Director of the Bank.
(2) For 1996 and 1995, there were no (a) perquisites over the lesser of $50,000
or 10% of the individual's total salary and bonus for the year; (b) payments
of above-market preferential earnings on deferred compensation; (c) payments
of earnings with respect to long-term incentive plans prior to settlement or
maturation; (d) tax payment reimbursements; or (e) preferential discounts on
stock.
(3) Does not include awards pursuant to the Incentive Plan, as such awards were
not earned, vested or granted in fiscal 1996 or 1995. At March 14, 1997, the
persons named in the table above held the following shares of restricted
stock with the following values (based on the closing sale price of the
Company's Common Stock on March 14, 1997): Mr. David A. Remijas, 27,014
shares, $425,470; Mr. Richard J. Remijas, Jr., 19,450 shares, $306,337; and
Mr. Pokrak, 10,806 shares, $170,194.
(4) Does not include options granted pursuant to the Incentive Plan because such
options were not earned or granted in 1996 or 1995. As of March 14, 1997,
pursuant to the Incentive Plan, Mr. David A. Remijas had been granted 67,536
shares, Mr. Richard J. Remijas, Jr. had been granted 48,676 shares and Mr.
Pokrak had been granted 27,014 shares.
(5) For 1996 and 1995, there were no long-term incentive plans in existence.
(6) Includes (a) in 1995, amounts paid pursuant to the Bank's Employee Profit
Sharing Plan and (b) in 1996, Company matching contributions to the 401(k)
Plan and stock allocations under the ESOP based upon a $13 per share closing
price of the Common Stock on December 31, 1996.
6
<PAGE> 10
On February 27, 1997, the shareholders of the Company approved the
Incentive Plan. The table below sets forth certain information with respect to
stock options granted to the Named Executive Officers after shareholder approval
of the Incentive Plan.
OPTION/SAR GRANTS IN 1997
<TABLE>
<CAPTION>
NUMBER OF POTENTIAL REALIZABLE VALUE
SHARES OF PERCENTAGE OF AT ASSUMED ANNUAL RATES OF
COMMON STOCK TOTAL STOCK PRICE APPRECIATION FOR
UNDERLYING OPTIONS/SARs EXERCISE OPTION TERM
OPTIONS/SARs GRANTED TO PRICE EXPIRATION -----------------------------
NAME GRANTED EMPLOYEES ($/SH) DATE 5%($) 10%($)
---- ------------ ------------- -------- ---------- ----- ------
<S> <C> <C> <C> <C> <C> <C>
David A. Remijas 67,536 29.1% $15.75 2/27/07 $668,950 $1,695,251
Richard J. Remijas, Jr. 48,626 20.9% $15.75 2/27/07 $481,645 $1,220,583
Steven J. Pokrak 27,014 11.6% $15.75 2/27/07 $267,576 $ 678,090
</TABLE>
The table below sets forth certain information with respect to options and
stock appreciation rights ("SARs") with respect to options and SARs held by the
Named Executive Officers.
AGGREGATED OPTION/SAR EXERCISES
AND OPTION/SAR VALUE
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
SHARES OPTIONS/SARs OPTIONS/SARs
ACQUIRED ON VALUE ------------------------------ ------------------------------
NAME EXERCISE (#) REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ------------ -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
David A. Remijas 0 0 0 67,536 0 67,536
Richard J. Remijas, Jr. 0 0 0 48,626 0 48,626
Steven J. Pokrak 0 0 0 27,014 0 27,014
</TABLE>
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION FOR THE 1996 FISCAL
PERIOD
A Compensation Committee of the Board of Directors of the Company (the
"Compensation Committee") was created in conjunction with the Bank's conversion
from a mutual to a stock company. The Compensation Committee is composed of
independent outside directors. The Compensation Committee is responsible for
developing and making recommendations to the Board of Directors regarding
executive officers' compensation, including bonuses and other benefits. The
Compensation Committee also recommends directors' fees for the coming year. The
Compensation Committee administers the Incentive Plan and determines the awards
granted thereunder.
The Compensation Committee has developed a compensation program which is
comprised of salary, annual cash incentive bonuses, long-term incentives in the
form of stock options, restricted stock and other benefits typically offered to
executives by corporations similar to the Company.
The Board of Directors as a whole, and the Compensation Committee in
particular, recognizes that attracting and retaining key executives is critical
to the Company's and the Bank's long term success. This report reflects the
compensation policies ratified by all outside directors. The Compensation
Committee, with recommendations from the Board of Directors, has set certain
guidelines regarding executive officers' compensation. Each executive officer
will be reviewed annually, and that officer's compensation will be based on that
individual's contribution to the Company and the Bank.
The Compensation Committee has reviewed compensation structures and other
information from various sources, including, among others, the SNL Thrift
Institutions Executive Compensation Report and the ACB Compensation Survey for
Savings Institutions. Although no company is an exact match, consideration was
given to salaries and bonuses that are paid to executives at similar public
thrifts. Additional considerations
7
<PAGE> 11
were the greatly increased responsibilities of running a public company, the
individual's contributions to the Company and the Bank and individual experience
and tenure.
The salary of Mr. David A. Remijas, the Company's CEO, was set at $140,300
for fiscal 1996, an increase of $2,200 over the amount paid in 1995. His salary
was determined based on corporate results over the past five years, plus a
review of the CEO's individual performance. Mr. Remijas received a bonus of
$37,800 in 1996. In making decisions regarding CEO compensation, the
Compensation Committee took into account results of operations of the Company,
conditions in the banking industry as a whole and Mr. Remijas's long-term
contributions to the Company. Mr. Remijas has been with the Bank for over 23
years.
The Internal Revenue Code limits the deductions a publicly held company may
take for compensation paid to its most highly paid executive officers.
Typically, salaries and bonuses in excess of $1 million (excluding
performance-based compensation) which are paid in one tax year cannot be
deducted. The Compensation Committee did not consider this section of the
Internal Revenue Code when establishing compensation because current executive
salaries and bonuses are well below the $1 million threshold.
COMPENSATION COMMITTEE
Paul Shukis
Glenn Zajicek
8
<PAGE> 12
SHAREHOLDER RETURN PERFORMANCE PRESENTATION
The following graph compares the cumulative total stockholder return on the
Common Stock to the Nasdaq Stock Market Index (which includes all Nasdaq traded
stocks of U.S. companies) and the Nasdaq Financial Stock Index for the period
from August 12, 1996, the date the Common Stock commenced trading on the Nasdaq
National Market, through December 31, 1996. The graph assumes that $100 was
invested on August 12, 1996 and that all dividends were reinvested. On March 14,
1997, the closing sale price for the Common Stock on the Nasdaq National Market
was $15.75 per share.
[LINE GRAPH]
PARK BANCORP, INC.
COMPARATIVE RETURNS
<TABLE>
<CAPTION>
THE NASDAQ
STOCK MARKET NASDAQ FINANCIAL
MEASUREMENT PERIOD PARK (U.S.) STOCKS
(FISCAL YEAR COVERED) BANCORP, INC. INDEX INDEX
<S> <C> <C> <C>
8/12/96 100 100 100
9/30/96 110.4 107.8 107.4
10/31/96 117.1 106.7 110.8
11/29/96 117.1 113.3 117.9
12/31/96 126.8 113.1 119.2
</TABLE>
EMPLOYMENT AGREEMENTS
The Bank and the Company have each entered into employment agreements with
Messrs. David A. Remijas, Richard J. Remijas, Jr., and Steven J. Pokrak and Mrs.
Sandra L. Remijas (each, an "Executive"). These employment agreements are
intended to ensure that the Bank and the Company will be able to maintain a
stable and competent management base. The continued success of the Bank and the
Company depends to a significant degree on the skills and competence of Messrs.
David A. Remijas, Richard J. Remijas, Jr., and Steven J. Pokrak and Mrs. Sandra
L. Remijas.
The employment agreements provide for a three-year term. The Bank
employment agreements provide that commencing on the first anniversary date and
continuing each anniversary date thereafter, the Board of Directors reviews the
agreements and the Executive's performance for purposes of determining whether
to extend the agreements for an additional year so that the remaining term shall
be three years, unless written notice of non-renewal is given by the Board of
Directors after conducting a performance evaluation of the Executive. The terms
of the Company employment agreements are extended on a daily basis unless
written notice of non-renewal is given by the Board of Directors of the Company.
The agreements provide that the Executives' base salary will be reviewed
annually. The current base salaries for Messrs. David A. Remijas,
9
<PAGE> 13
Richard J. Remijas, Jr., and Steven J. Pokrak and Mrs. Sandra L. Remijas are
$147,722, $118,976, $84,240, and $58,406, respectively. In addition to the base
salary, the agreements provide for, among other things, participation in stock
benefit plans and other fringe benefits applicable to executive personnel.
The agreements provide for termination by the Bank or the Company for cause
as defined in the agreements, at any time. In the event the Bank or the Company
chooses to terminate the Executives' employment for reasons other than for
cause, or in the event of the Executive's resignation from the Bank and the
Company upon: (i) failure to re-elect the Executive to his/her current offices;
(ii) a material change in the Executive's functions, duties or responsibilities;
(iii) a relocation of the Executive's principal place of employment by more than
25 miles; (iv) liquidation or dissolution of the Bank or the Company; or (v) a
breach of the agreement by the Bank or the Company, the Executive or, in the
event of death his/her beneficiary, is entitled to receive an amount equal to
the remaining base salary payments due to the Executive and the contributions
that would have been made on the Executive's behalf to any employee benefit
plans of the Bank or the Company during the remaining term of the agreement. The
Bank and the Company also continue to pay for the Executive's life, health and
disability coverage for the remaining term of the Agreement.
Under the agreements, if voluntary or involuntary termination follows a
change in control of the Bank or the Company as defined in the employment
agreements, the Executive or, in the event of the Executive's death, his
beneficiary, is entitled to a severance payment equal to the greater of: (i) the
payments due for the remaining terms of the agreement; or (ii) three times the
average of the five preceding taxable years' compensation (except that the
Company agreement uses a three year average in this formula.) The Bank and the
Company will also continue the Executive's life, health, and disability coverage
for thirty-six months. Notwithstanding that both agreements would provide for a
severance payment in the event of a change in control, the Executive is only
entitled to receive a severance payment under one agreement.
Payments to the Executive under the Bank's agreements are guaranteed by the
Company in the event that payments or benefits are not paid by the Bank. Payment
under the Company's agreement would be made by the Company. All reasonable costs
and legal fees paid or incurred by the Executive pursuant to any dispute or
question of interpretation relating to the agreements are paid by the Bank or
Company, respectively, if the Executive is successful on the merits pursuant to
a legal judgment, arbitration or settlement. The employment agreements also
provide that the Bank and Company shall indemnify the Executive to the fullest
extent allowable under federal and Delaware law, respectively. In the event of a
change in control of the Bank or the Company, the total amount of payments due
under the employment agreements, based solely on cash compensation paid to
Messrs. David A. Remijas, Richard J. Remijas, Jr., and Steven J. Pokrak and Mrs.
Sandra L. Remijas over the past three taxable years and excluding any benefits
under any employee benefit plan which may be payable, would be approximately
$1.3 million.
INCENTIVE PLAN
The Incentive Plan authorizes the granting of options to purchase Common
Stock ("Options"), option-related awards and awards of Common Stock ("Stock
Awards") (collectively, "Awards"). Subject to certain adjustments to prevent
dilution of Awards to participants, the maximum number of shares reserved for
Awards under the Incentive Plan is 378,201 of which the maximum number of shares
reserved for purchase pursuant to the exercise of Options and Option-related
Awards granted under the Incentive Plan is 270,144 and the maximum number of the
shares reserved for Stock Awards is 108,057. All officers, other employees and
Outside Directors of the Company and its affiliates are eligible to receive
Awards under the Incentive Plan; provided, however, that the maximum number of
shares of Common Stock that may be granted or that may vest with respect to
Awards granted under the Incentive Plan to any single officer or employee is
94,550. The Incentive Plan is administered by the Compensation Committee.
Subject to the regulations of the OTS, authorized but unissued shares or shares
previously issued and reacquired by the Company or any trust established to
administer Awards under the Incentive Plan may be used to satisfy Awards under
the Incentive Plan, resulting in an increase in the number of shares
outstanding, and may have a dilutive effect on the holdings of existing
shareholders. On February 27, 1997, shareholders approved the Incentive Plan,
pursuant to which Options for 164,787 shares and Stock Awards for 65,914 shares
have been made to officers of the
10
<PAGE> 14
Company and Options for 13,507 shares and Stock Awards for 5,402 shares have
been made to non-employee Directors.
PENSION PLAN
The Park Federal Savings Bank Employee Pension Plan ("Pension Plan") was
frozen effective May 31, 1996, and no additional benefits will accrue thereunder
after that date. Accrued benefits under the Pension Plan will be distributed in
lump sum payments in 1997 to Messrs. David A. Remijas, Richard J. Remijas, Jr.,
and Steven J. Pokrak and Mrs. Sandra L. Remijas in the amount of $61,689,
$5,856, $9,093 and $5,429, respectively.
PARK FEDERAL SAVINGS BANK EMPLOYEE STOCK OWNERSHIP PLAN
Effective August 9, 1996, the Company established the ESOP. The ESOP is
designed to qualify as a stock bonus plan under Section 401(a) of the Internal
Revenue Code of 1986, as amended (the "Code") and also to meet the requirements
of Section 4975(e)(7) of the Code and Section 407(d)(6) of ERISA.
The Bank intends to make annual contributions to the ESOP in an amount to
be determined annually by the Board of Directors. These contributions are to be
allocated among all eligible participants in proportion to their compensation.
The Bank will not make contributions if such contributions would cause the Bank
to violate its regulatory capital requirements. Contributions credited to a
participant's account become fully vested upon such participant completing five
years of service. With certain limitations, participants may make withdrawals
from their accounts while actively employed. The vested portion of a
participant's account will be distributed upon his termination of employment or
attainment of age 65, whichever is the last to occur.
401(K) PLAN
Pursuant to the 401(k) Plan, which is designed to be qualified under
Section 401(k) of the Code, an employee is eligible to participate in the 401(k)
Plan following attainment of the age of 21 and the completion of one year of
service with the Bank (1,000 hours within a twelve-month period). Under the
401(k) Plan, subject to the limitations imposed under Section 401(k) and Section
415 of the Code, a participant is able to elect to defer not more than 15% of
his or her compensation by directing the Bank to contribute such amount to the
401(k) Plan on such employee's behalf. The Bank may elect to make matching
contributions equal to a portion of the participating employee's contribution,
subject to a maximum matching contribution of no more than 3% of the
participant's salary.
Under the 401(k) Plan, a separate account is established for each employee.
Participants are 100% vested in the contributions and in the earnings thereon
and in the employer's contributions. The 401(k) Plan provides for in-service
hardship distributions of elective deferrals and of employer contributions if a
participant has been a participant in the 401(k) Plan for at least two years.
Distributions from the 401(k) Plan are made upon termination of service,
disability or death in a lump sum or in annual installments.
TRANSACTIONS WITH CERTAIN RELATED PERSONS
The Bank's current policy provides that all loans made by the Bank to its
directors and executive officers are made on substantially the same terms,
including interest rates and collateral, as those prevailing at the time for
comparable transactions with other persons and do not involve more than the
normal risk of collectibility or present other unfavorable features. At December
31, 1996, two of the Bank's directors had loans outstanding, whose individual
aggregate indebtedness to the Bank exceeded $60,000, totalling approximately
$376,000 in the aggregate. Such loans were made by the Bank in the ordinary
course of business, were not made with favorable terms, and did not involve more
than the normal risk of collectibility or present other unfavorable features.
The Company has entered into Consultation Agreements with Richard J.
Remijas, D.D.S. and Mr. Joseph M. Judickas, Jr. The Consultation Agreements are
for a term of 12 months. Under the Consultation Agreement, Dr. Remijas and Mr.
Judickas receive compensation in the amount of $2,333.34 and
11
<PAGE> 15
$1,000 per month, respectively. The Consultation Agreements may be cancelled by
the parties thereto on 10 days' written notice. Pursuant to the Consultation
Agreements, Dr. Remijas and Mr. Judickas are available each month to provide
advisory and consulting services and will give the Company and the Bank the
benefit of their special knowledge, skills, contacts and business experience in
the savings and loan industry.
PROPOSAL 2. RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors has appointed Crowe, Chizek and Company LLP as
independent auditors for the Bank and the Company for the year ending December
31, 1997, subject to ratification of such appointment by the shareholders.
Representatives of Crowe, Chizek and Company LLP will be present at the
Annual Meeting. They will be given an opportunity to make a statement if they
desire to do so and will be available to respond to appropriate questions from
shareholders present at the Annual Meeting.
UNLESS MARKED TO THE CONTRARY, THE SHARES REPRESENTED BY THE ENCLOSED PROXY
CARD WILL BE VOTED FOR RATIFICATION OF THE APPOINTMENT OF CROWE, CHIZEK AND
COMPANY LLP AS THE INDEPENDENT AUDITORS OF THE COMPANY.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR RATIFICATION OF THE
APPOINTMENT OF CROWE, CHIZEK AND COMPANY LLP AS THE INDEPENDENT AUDITORS OF THE
COMPANY.
ADDITIONAL INFORMATION
SHAREHOLDER PROPOSALS
To be considered for inclusion in the Company's proxy and form of proxy
relating to the 1998 Annual Meeting of Shareholders, a shareholder proposal must
be received by the Secretary of the Company at the address set forth on the
first page of this Proxy Statement not later than January 22, 1998, except that
if such annual meeting is held on a date more than 30 calendar days from April
21, 1998, a stockholder proposal must be received by a reasonable time before
the proxy solicitation for such annual meeting is made. Any such proposal will
be subject to 17 C.F.R. Section 240.14a-8 of the Rules and Regulations under the
Exchange Act.
NOTICE OF BUSINESS TO BE CONDUCTED AT AN ANNUAL MEETING
The Bylaws of the Company set forth the procedures by which a shareholder
may properly bring business before a meeting of shareholders. Pursuant to the
Bylaws, only business brought by or at the direction of the Board of Directors
may be conducted at a annual meeting. The Bylaws of the Company provide an
advance notice procedure for a shareholder to properly bring business before an
annual meeting. The shareholder must give written advance notice to the
Secretary of the Company not less than ninety (90) days before the date
originally fixed for such meeting; provided, however, that in the event that
less than one hundred (100) days notice or prior public disclosure of the date
of the meeting is given or made to shareholders, notice by the shareholder to be
timely must be received not later than the close of business on the tenth day
following the date on which the Company's notice to shareholders of the annual
meeting date was mailed or such public disclosure was made. The advance notice
by a shareholder must include the shareholder's name and address, as they appear
on the Company's record of shareholders, a brief description of the proposed
business, the reason for conducting such business at the annual meeting, the
class and number of shares of the Company's capital stock that are beneficially
owned by such shareholder and any material interest of such shareholder in the
proposed business. In the case of nominations to the Board of Directors, certain
information regarding the nominee must be provided. Nothing in this paragraph
shall be deemed to require the Company to include in its proxy statement or the
proxy relating to any annual meeting any shareholder proposal which does not
meet all of the requirements for inclusion established by the United States
Securities and Exchange Commission in effect at the time such proposal is
received.
12
<PAGE> 16
OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE MEETING
The Board of Directors knows of no business which will be presented for
consideration at the Annual Meeting other than as stated in the Notice of Annual
Meeting of Shareholders. If, however, other matters are properly brought before
the Annual Meeting, it is the intention of the persons named in the accompanying
proxy to vote the shares represented thereby on such matters in accordance with
their best judgment.
Whether or not you intend to be present at the Annual Meeting, you are
urged to return your proxy card promptly. If you are then present at the Annual
Meeting and wish to vote your shares in person, your original proxy may be
revoked by voting at the Annual Meeting.
By Order of the Board of Directors
/s/ RICHARD J. REMIJAS, JR.
-----------------------------
Richard J. Remijas, Jr.
Corporate Secretary
Chicago, Illinois
March 24, 1997
- --------------------------------------------------------------------------------
THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER SOLICITED
HEREBY WHO SO REQUESTS IN WRITING A COPY OF THE COMPANY'S ANNUAL REPORT ON
FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1996 (EXCEPT THE EXHIBITS
THERETO, WHICH WILL BE PROVIDED UPON PAYMENT OF A REASONABLE CHARGE) AS
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. REQUESTS FOR THE ANNUAL
REPORT ON FORM 10-K SHOULD BE SENT TO THE COMPANY AT ITS ADDRESS SET FORTH
HEREIN, DIRECTED TO THE ATTENTION OF RICHARD J. REMIJAS, JR., EXECUTIVE
VICE PRESIDENT AND CORPORATE SECRETARY.
YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING IN PERSON.
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, YOU ARE
REQUESTED TO SIGN, DATE AND PROMPTLY RETURN THE ACCOMPANYING PROXY CARD IN
THE ENCLOSED POSTAGE-PAID ENVELOPE.
- --------------------------------------------------------------------------------
13
<PAGE> 17
PROXY
PARK BANCORP, INC.
2740 WEST 55TH STREET
CHICAGO, ILLINOIS 60632
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned stockholder(s) of Park Bancorp, Inc., a Delaware
corporation ("Park Bancorp") does (do) hereby constitute and appoint David A.
Remijas and Richard J. Remijas, Jr., and each of them, the true and lawful
attorney of the undersigned with full power of substitution, to appear and act
as the proxy or proxies of the undersigned at the Annual Meeting of
Shareholders of said corporation to be held at The Inland Meeting and
Exposition Center, 400 East Ogden Avenue, Westmont, Illinois 60559, on April
22, 1997, at 10:00 a.m. and at any adjournment thereof, and to vote all the
shares of Park Bancorp, Inc. standing in the name of the undersigned, or which
the undersigned may be entitled to vote, as fully as the undersigned might or
could do if personally present, as set forth below.
This proxy when properly executed will be voted in the manner directed
herein by the undersigned stockholder(s). If no direction is made, this proxy
will be voted "FOR" the two nominees for director and for the ratification of
the appointment of Crowe, Chizek and Company LLP as independent auditors of
Park Bancorp, Inc. for the fiscal year ending December 31, 1997.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE
(CONTINUED AND TO BE SIGNED ON REVERSE)
<PAGE> 18
PARK BANCORP, INC.
PLEASE MARK VOTE IN (OVAL) IN THE FOLLOWING MANNER USING DARK INK ONLY. / /
<TABLE>
<S><C>
For Withheld For All
All For All Except For Against Abstain
1. For the election of the / / / / / / 2. The ratification of the appointment / / / / / /
nominees for Director of Park of Crowe, Chizek and Company LLP
Bancorp, Inc. as independent auditors of
Nominees: Mr. David A. Remijas, Park Bancorp, Inc. for the
Mr. Glenn Zajicek fiscal year ending December 31, 1997.
Instruction: To withhold authority to vote 3. In their discretion the proxies are
for any individual nominee, write that nominee's authorized to vote upon such other
name in the space provided below. business as may properly come before
the Meeting.
PLEASE SIGN EXACTLY AS NAME APPEARS HEREON.
WHEN SHARES ARE HELD BY JOINT TENANTS,
BOTH SHOULD SIGN. WHEN SIGNING AS
ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE
OR GUARDIAN, PLEASE GIVE FULL TITLE AS
SUCH. IF A CORPORATION, PLEASE SIGN THE
FULL CORPORATION NAME BY PRESIDENT OR
OTHER AUTHORIZED OFFICER. IF A
PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP
NAME BY AUTHORIZED PERSON.
_________________________________________
Signature
_________________________________________
Signature if held jointly
_________________________________________
DATED
</TABLE>
