PARK BANCORP, INC.
5400 SOUTH PULASKI ROAD
CHICAGO, ILLINOIS 60632
(773) 582-8616
March 19, 1998
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 21, 1998, 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>
PARK BANCORP, INC.
5400 SOUTH PULASKI ROAD
CHICAGO, ILLINOIS 60632
---------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 21, 1998
NOTICE IS HEREBY GIVEN that the annual meeting of shareholders (the
"Annual Meeting") of Park Bancorp, Inc. (the "Company") will be held on April
21, 1998, 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, 1998; 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 13, 1998 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., 5400 South Pulaski Road, 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 19, 1998
<PAGE>
PARK BANCORP, INC.
---------------------------
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
APRIL 21, 1998
---------------------------
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 21, 1998 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 1997 Annual Report to Shareholders, including consolidated
financial statements for the fiscal year ended December 31, 1997, 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 19,
1998.
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, 1998.
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., Inc., 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
1
<PAGE>
to and obtain proxies from such beneficial owners, and will reimburse such
holders for their reasonable expenses in so doing.
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 Bank Employee Stock
Ownership Plan (the "ESOP"). CNA Trust 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), 35,372 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 CNA Trust, 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, 58,356 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 13, 1998, 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 2,332,649 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.
2
<PAGE>
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 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 of Percent
Beneficial Owner Beneficial Ownership of Class
- ------------------------- -------------------- --------
<S> <C> <C>
Park Federal Savings Bank 216,099(1) 9.26%
Employee Stock Ownership Plan ("ESOP")
5400 South Pulaski Road
Chicago, Illinois 60632
<FN>
(1) Shares of Common Stock were acquired by the ESOP in the Bank's Conversion.
</FN>
</TABLE>
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.
3
<PAGE>
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.
The nominees proposed for election at this Annual Meeting are
Mr. Richard J. Remijas, Jr. and Mr. Paul Shukis.
In the event that either Mr. Remijas or Mr. Shukis 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. Shukis 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
Expiration Common
Name and Principal Director of Stock Percent
Occupation at Present of the Bank Term as Beneficially of
and for Past Five Years Age Since Director Owned(1) Class(2)
----------------------------- ----- ------------ ------------ -------------- ----------
<S> <C> <C> <C> <C> <C>
NOMINEES
Richard J. Remijas, Jr.(3) 48 1977 1998 31,871(4) 1.37%
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 46 1993 1998 17,973(5) *
President of Shukis Development Co., a
real estate development and construction
firm.
4
<PAGE>
<CAPTION>
Shares of
Expiration Common
Name and Principal Director of Stock Percent
Occupation at Present of the Bank Term as Beneficially of
and for Past Five Years Age Since Director Owned(1) Class(2)
----------------------------- ----- ------------ ------------ -------------- ----------
<S> <C> <C> <C> <C> <C>
CONTINUING DIRECTORS
Joseph M. Judickas, Jr. 67 1973 1999 17,583(6) *
Retired; prior to retirement
in 1993, served as Secretary,
Treasurer and Chief Operating
Officer of the Bank.
Charles Paprocki 76 1974 1999 12,455(7) *
Prior to retirement, Mr. Paprocki
was a wholesale meat distributor
in Chicago.
David A. Remijas(3) 46 1993 2000 40,138(8) 1.72
President, Chief Executive Officer
and Chairman of the Board since 1993;
previous to 1993, Mr. Remijas was
Executive Vice President of the Bank.
Robert W. Krug 46 1998 2000 0 *
Vice President and Secretary of K-Five
Construction Company, a Chicago-
based road building contractor. Mr.
Krug was appointed by the Board of
Directors of the Company on March 12,
1998 to fill the remaining term of Mr.
Glenn Zajicek.
NON-DIRECTOR, EXECUTIVE OFFICER
Steven J. Pokrak 38 -- -- 24,612(9) 1.06
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 152,495(10) 6.54%
a group (8 persons)
<FN>
* Does not exceed 1.0% of the Company's voting securities.
(1) 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.
(2) As of the Record Date, there were 2,332,649 shares of Common Stock
outstanding.
(3) David A. Remijas is the brother of Richard J. Remijas, Jr.
(4) Includes 9,725 shares subject to currently exercisable options and
3,890 shares that are vested under the Park Bancorp, Inc. 1997
Stock-Based Incentive Plan (the "Incentive Plan").
(5) Includes 2,701 shares subject to currently exercisable options and 1,082
shares that are vested under the Incentive Plan.
(Footnotes continued on next page...)
5
<PAGE>
- ----------
(Footnotes to table on prior page)
(6) Includes 2,701 shares subject to currently exercisable options and
1,082 shares that are vested under the Incentive Plan.
(7) Includes 2,701 shares subject to currently exercisable options and
1,082 shares that are vested under the Incentive Plan.
(8) Includes 13,507 shares subject to currently exercisable options and
5,406 shares that are vested under the Incentive Plan.
(9) Includes 5,403 shares subject to currently exercisable options and
2,162 shares that are vested under the Incentive Plan.
(10) Includes 41,060 shares subject to currently exercisable options and
16,433 shares that are vested under the Incentive Plan and 30,169
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.
</FN>
</TABLE>
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 1997, the Board of Directors of the Company held 12 meetings. 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 1997.
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 and Paprocki, both 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 once
in fiscal 1997.
COMPENSATION COMMITTEE. The Compensation Committee of the Company
consists of Mr. Shukis. 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 twice in fiscal 1997.
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.
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 or committee 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"). Under the Incentive Plan, options to purchase 40,521 shares and stock
awards for 16,206 shares have been made to non-employee Directors.
6
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE. The following table shows, for the years
ended December 31, 1997, 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 1997, 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 $100,000 in fiscal year 1997, 1996 and 1995.
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
------------------------------------
ANNUAL COMPENSATION(1) AWARDS PAYOUTS
------------------------------------ --------------------------- -------
RESTRICTED SECURITIES
OTHER ANNUAL STOCK UNDERLYING LTIP ALL OTHER
SALARY BONUS COMPENSATION AWARDS OPTIONS/SARS PAYOUTS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($)(1) ($) ($)(2) ($)(3) (#)(4) ($) ($)(5)
- --------------------------- ------ ------ ------ ------------- --------- ------------ ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
David A. Remijas 1997 $147,722 $52,920 0 $425,471 67,536 0 $33,990
Chairman of the Board 1996 140,300 37,800 0 0 0 0 30,465
President and Chief 1995 138,100 33,250 0 0 0 0 18,915
Executive Officer
Richard J. Remijas, Jr. 1997 118,976 41,300 0 306,338 48,626 0 33,648
Director, Executive 1996 107,780 29,500 0 0 0 0 23,221
Vice President, Chief 1995 101,190 25,700 0 0 0 0 13,337
Operating Officer
and Corporate
Secretary
Steven J. Pokrak 1997 84,240 30,800 0 170,195 27,014 0 28,490
Chief Financial 1996 76,800 24,500 0 0 0 0 17,161
Officer and Treasurer 1995 72,800 20,000 0 0 0 0 10,920
<FN>
(1) Under Annual Compensation, the column titled "Salary" includes fees received
as a Director of the Bank.
(2) For 1997, 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) Includes awards pursuant to the Incentive Plan. At December 31, 1997, the
persons named in the table above held the following shares of restricted
stock which were awarded in 1997 under the Company's Incentive Plan: Mr.
David A. Remijas, 27,014 shares; Mr. Richard J. Remijas, Jr., 19,450 shares;
and Mr. Pokrak, 10,806 shares. The value of the restricted stock awards is
based upon the closing sale price of the Company's Common Stock on February
27, 1997.
(4) Includes options granted pursuant to the Incentive Plan.
(5) Includes (a) in 1995, amounts paid pursuant to the Bank's Employee Profit
Sharing Plan; and (b) in 1996 and 1997, Company matching contributions to
the 401(k) Plan and stock allocations under the ESOP based upon per share
closing prices of the Common Stock of $13 and $18 5/8 on December 31, 1996
and 1997, respectively.
</FN>
</TABLE>
7
<PAGE>
<TABLE>
<CAPTION>
The table below sets forth certain information with respect to stock options
granted to the Named Executive Officers pursuant to the Incentive Plan.
OPTION/SAR GRANTS IN 1997
NUMBER OF POTENTIAL REALIZABLE VALUE
SHARES OF PERCENTAGE OF AT ASSUMED ANNUAL RATES OF
COMMON STOCK TOTAL STOCK PRICE APPRECIATION FOR
UNDERLYING OPTIONS/SARS EXERCISE OPTION TERM
OPTIONS/SARS GRANTED TO PRICE EXPIRATION -----------------------------
NAME GRANTED EMPLOYEES ($/SH) DATE 5%($) 10%($)
---------- ------------ ------------ --------- -------- ------------- ------------
<S> <C> <C> <C> <C> <C> <C>
David A. Remijas 67,536 25% $15.75 2/27/07 $668,950 $1,695,251
Richard J. Remijas, Jr. 48,626 18 15.75 2/27/07 481,645 1,220,583
Steven J. Pokrak 27,014 10 15.75 2/27/07 267,576 678,090
</TABLE>
<TABLE>
<CAPTION>
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
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS/SARS OPTIONS/SARS
SHARES ----------------------------- ----------------------------
ACQUIRED ON VALUE
NAME EXERCISE (#) REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---------- ----------- --------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
David A. Remijas 0 0 13,507 54,029 $38,833 $155,333
Richard J. Remijas, Jr. 0 0 9,725 38,901 27,959 111,840
Steven J. Pokrak 0 0 5,403 21,611 15,534 62,132
</TABLE>
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION FOR THE 1997 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 currently
composed of an independent outside director. 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
8
<PAGE>
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 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
$147,722 for fiscal 1997, an increase of $7,422 over the amount paid in 1996.
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 $52,920 in 1997. Mr. Remijas also received in 1997 options to purchase 67,536
shares of the Company's Common Stock (of which options for 13,507 shares are
currently exercisable) and 27,014 shares as restricted stock awards (of which
5,406 shares are vested) under the Incentive Plan. 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 24 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
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SHAREHOLDER RETURN PERFORMANCE PRESENTATION
The following graph compares the cumulative total shareholder 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, 1997. The graph assumes that $100
was invested on August 12, 1996 and that all dividends were reinvested. On March
13, 1998, the closing sale price for the Common Stock on the Nasdaq National
Market was $18 7/8 per share.
PARK BANCORP, INC.
COMPARATIVE RETURNS
<TABLE>
<CAPTION>
[LINE CHART]
8/12/96 9/30/96 12/31/96 3/31/97 6/30/97 9/30/97 12/31/97
<S> <C> <C> <C> <C> <C> <C> <C>
Park Bancorp, Inc. 100 113.1 130.0 152.5 162.5 177.5 186.3
The Nasdaq Stock Market (U.S.) Index 100 107.8 113.1 107.0 126.6 148.0 138.8
Nasdaq Financial Stocks Index 100 107.4 119.2 124.4 144.8 169.0 183.0
</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, Richard J.
Remijas, Jr. and Steven J. Pokrak and Mrs. Sandra L. Remijas are $155,166,
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$130,884, $91,000 and $63,076, 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 $1.5 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. Pursuant to the Incentive Plan, Options for 164,788 shares and
Stock Awards for 65,915 shares have been made to officers of the Company and
Options for 67,535 shares and Stock Awards for 27,010 shares have been made to
non-employee Directors.
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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 were
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 $76,097, $7,055, $11,572 and $6,849, respectively.
PARK FEDERAL SAVINGS BANK EMPLOYEE STOCK OWNERSHIP PLAN
The Company maintains an 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. 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, 1997, two of the Bank's directors had loans outstanding, whose individual
aggregate indebtedness to the Bank exceeded $60,000, totalling approximately
$356,227 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 and $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
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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, 1998, 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 1999 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 21, 1999, except that
if such annual meeting is held on a date more than 30 calendar days from April
21, 1999, 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 an 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.
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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
Richard J. Remijas, Jr.
Corporate Secretary
Chicago, Illinois
March 19, 1998
THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH
SHAREHOLDER 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, 1997 (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.
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