<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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 240.14a-11(c) or 240.14a-12
PS FINANCIAL, 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):
/ / 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>
PS FINANCIAL, INC.
4800 South Pulaski Road
Chicago, Illinois 60632-4195
(773) 376-3800
- -------------------------------------------------------------------------------
March 17, 1998
Dear Fellow Stockholder:
On behalf of the Board of Directors and management of PS Financial,
Inc. (the "Company"), I cordially invite you to attend the Annual Meeting of
Stockholders of the Company. The meeting will be held at 2:30 p.m., local time,
on April 22, 1998 at the main office of the Company located at 4800 South
Pulaski Road, Chicago, Illinois.
An important aspect of the meeting process is the stockholder vote on
corporate business items. I urge you to exercise your rights as a stockholder to
vote and participate in this process. In addition to the election of two
directors of the Company, your Board of Directors is submitting for approval the
ratification of the appointment of Crowe, Chizek and Company, LLP as auditors of
the Company. Accordingly, your Board of Directors unanimously recommends that
you vote "for" the election of the Board nominees for director and for the
appointment of Crowe Chizek and Company, LLP.
We encourage you to attend the meeting in person. Whether or not you
plan to attend, however, please read the enclosed Proxy Statement and then
complete, sign and date the enclosed proxy and return it in the accompanying
postpaid return envelope as promptly as possible. This will save the Company
additional expense in soliciting proxies and will ensure that your shares are
represented at the meeting.
Very truly yours,
Kimberly P. Rooney
President and Chief Executive Officer
<PAGE>
PS Financial, Inc.
4800 South Pulaski Road
Chicago, Illinois 75711
(773) 376-3800
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be Held on April 22, 1998
Notice is hereby given that the Annual Meeting of Stockholders (the
"Meeting") of PS Financial, Inc. (the "Company") will be held at the main office
of the Company located at 4800 South Pulaski Road, Chicago, Illinois on April
22, 1998 at 2:30 p.m., local time.
A Proxy Card and a Proxy Statement for the Meeting are enclosed.
The Meeting is for the purpose of considering and acting upon:
1. The election of two directors of the Company;
2. The ratification of the appointment of Crowe, Chizek and
Company, LLP as auditors for the Company for the fiscal year
ending December 31, 1998;
and such other matters as may properly come before the Meeting, or at any
adjournments or postponements thereof. The Board of Directors is not aware of
any other business to come before the Meeting.
Any action may be taken on the foregoing proposals at the Meeting on
the date specified above, or on any date or dates to which the Meeting may be
adjourned or postponed. Stockholders of record at the close of business on March
9, 1998 are the stockholders entitled to vote at the Meeting, and any
adjournments or postponements thereof.
You are requested to complete and sign the enclosed Proxy Card which is
solicited on behalf of the Board of Directors, and to mail it promptly in the
enclosed envelope. The Proxy will not be used if you attend and vote at the
Meeting in person.
By Order of the Board of Directors
Kimberly P. Rooney
President and Chief Executive Officer
Chicago, Illinois
March 17, 1998
- --------------------------------------------------------------------------------
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES TO ENSURE A QUORUM AT THE MEETING. A SELF-
ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED
IF MAILED WITHIN THE UNITED STATES.
- --------------------------------------------------------------------------------
<PAGE>
PROXY STATEMENT
PS Financial, Inc.
4800 South Pulaski Road
Chicago, Illinois 75711
(773) 376-3800
ANNUAL MEETING OF STOCKHOLDERS
April 22, 1998
This Proxy Statement is furnished in connection with the solicitation
on behalf of the Board of Directors of PS Financial, Inc. (the "Company") of
proxies to be used at the Annual Meeting of Stockholders (the "Meeting") which
will be held at the main office of the Company located at 4800 South Pulaski
Road, Chicago, Illinois on April 22, 1998 at 2:30 p.m., local time, and all
adjournments or postponements of the Meeting. The accompanying Notice of Annual
Meeting of Stockholders and this Proxy Statement are first being mailed to
stockholders on or about March 17, 1998. Certain of the information provided
herein relates to Preferred Savings Bank (the "Bank"), a wholly-owned subsidiary
and predecessor of the Company.
At the Meeting, stockholders of the Company are being asked to consider
and vote upon (i) the election of two directors of the Company; and (ii) the
ratification of the appointment of Crowe, Chizek and Company, LLP as the
Company's independent auditors for the fiscal year ending December 31, 1998.
Vote Required and Proxy Information
All shares of common stock of the Company, par value $.01 per share
(the "Common Stock"), represented at the Meeting by properly executed proxies
received prior to or at the Meeting and not revoked, will be voted at the
Meeting in accordance with the instructions thereon. If no instructions are
indicated, properly executed proxies will be voted for the nominees and the
adoption of the proposals set forth in this Proxy Statement. The Company does
not know of any matters, other than as described in the Notice of Annual Meeting
of Stockholders, that are to come before the Meeting. If any other matters are
properly presented at the Meeting for action, the persons named in the enclosed
Proxy Card and acting pursuant thereto will have the discretion to vote on such
matters in accordance with their best judgment.
Directors shall be elected by a plurality of the votes present in
person or represented by proxy at the Meeting and entitled to vote on the
election of directors. The ratification of Crowe, Chizek and Company, LLP
requires the affirmative vote of the majority of shares present in person or
represented by proxy at the Meeting and entitled to vote on the matter. Proxies
marked to abstain with respect to a proposal will have the same effect as votes
against the proposal. Broker non-votes will have no effect on the vote.
One-third of the shares of the Common Stock, present in person or represented by
proxy, shall constitute a quorum for purposes of the Meeting. Abstentions and
broker non- votes will be treated as shares present at the Meeting for purposes
of determining a quorum.
Stockholders who execute proxies retain the right to revoke them at any
time. Unless so revoked, the shares represented by such proxies will be voted at
the Meeting and all adjournments or postponements thereof. Proxies may be
revoked by: (i) filing with the Secretary of the Company at or before the
Meeting a written notice of revocation bearing a later date than the proxy, (ii)
duly executing a subsequent proxy relating to the same shares and delivering it
to the Secretary of the Company at or before the Meeting or (iii) attending the
Meeting and voting in person (although attendance at the Meeting will not in and
of itself constitute revocation of a proxy). Any written notice revoking a proxy
should be delivered to L.G. Ptak, Secretary, at the address shown above.
Voting Securities and Principal Holders Thereof
Stockholders of record as of the close of business on March 9, 1998
will be entitled to one vote for each share then held. As of that date, the
Company had 2,050,429 shares of Common Stock issued and outstanding. The
following table sets forth, as of March 9, 1998, information regarding share
ownership of: (i) those persons or entities known by
1
<PAGE>
management to beneficially own more than five percent of the Common Stock; (ii)
the Chief Executive Officer; and (iii) all directors and executive officers of
the Company and the Bank as a group. For information regarding the beneficial
ownership of Common Stock by directors of the Company, see "Proposal I--Election
of Directors--General."
<TABLE>
<CAPTION>
Shares Percent
Beneficially of
Beneficial Owner Owned Class
- ---------------------------------- ----------------------- ----------------
<S> <C> <C> <C>
Wellington Management Company, LLP(1) 139,000 6.78%
75 State Street
Boston, Massachusetts 02109
Paul J. Duggan 123,700 6.03
Jackson Blvd Fund, Ltd.
Jackson Blvd Equities, L.P.
Jackson Blvd Patners
Jackson Blvd Investments, L.P.(2)
53 West Jackson Blvd.
Suite 400
Chicago, Illinois 60604
PS Financial, Inc.(3) 174,570 8.51
Employee Stock Ownership Plan
4800 South Pulaski Road
Chicago, Illinois 60632-4195
Kimberly P. Rooney, President, 56,021 2.73
Chief Executive Officer and Director
4800 South Pulaski Road
Chicago, Illinois 60632-4195
All directors and executive 162,569 7.93
officers (8 persons) as a group(4)
</TABLE>
- -----------
(1) The amount shown is as reported by Wellington Management Company, LLP
in an amended Schedule 13-G dated January 14, 1998. Pursuant to such
report, Wellington Management reported sole voting and dispositive
power over no shares and shared voting and dispositive power over
139,000 shares.
(2) The above information is as reported by Paul J. Duggan ("Duggan"),
Jackson Blvd Fund Ltd. ("Jackson Fund"), Jackson Blvd Equities, L.P.
("Jackson Equities") and Jackson Blvd Investments, L.P. ("Jackson
Investments") on an amended Schedule 13-D dated January 30, 1998.
pursuant to such report, Duggan reported sole voting and dispositive
power over no shares and shared voting and dispositive power over
123,700 shares. Jackson Fund reported sole voting and dispositive power
over no shares and shared voting and dispositive power over 67,700
shares. Jackson Equities reported sole voting and dispositive power
over no shares and shared voting and dispositive power over 50,439
shares. Jackson Partners reported sole voing and dispositive power over
no shares and shared voting power over 56,000 shares. Jackson
Investments reported sole voting and dispositive power over no shares
and shared voting and dispositive power over 17,261 shares.
(3) The amount reported represents shares held by the Employee Stock
Ownership Plan ("ESOP"), 6,356 of which have been allocated to accounts
of participants. First Bankers Trust, Quincy, Illinois, the trustee of
the ESOP, may be deemed to beneficially own the shares held by the ESOP
which have not been allocated to accounts of participants. Participants
in the ESOP are entitled to instruct the trustee as to the voting of
shares allocated to their accounts under the ESOP. Unallocated shares
for which no voting instructions are received are voted by the trustee
in the same proportion as allocated shares voted by participants.
(4) Amount includes shares held directly, as well as shares allocated to
such individuals under the ESOP, shares held jointly with family
members, shares held in retirement accounts, shares held in a fiduciary
capacity or by certain family members, with respect to which shares the
group members may be deemed to have sole voting and/or investment
power. The amounts reported exclude shares awarded to such individuals
pursuant to the Stock Option Plan and the Recognition and Retention
Plan.
2
<PAGE>
PROPOSAL I - ELECTION OF DIRECTORS
General
The Company's Board of Directors currently consists of six members,
each of whom is also a director of the Bank with the exception of L.G. Ptak. The
Board is divided into three classes, and approximately one-third of the
directors are elected annually. Directors of the Company are generally elected
to serve for a three-year term or until their respective successors are elected
and qualified.
The following table sets forth certain information, as of March 9,
1998, regarding the composition of the Company's Board of Directors, including
each director's term of office. The Board of Directors acting as the nominating
committee has recommended and approved the nominees identified in the following
table. It is intended that the proxies solicited on behalf of the Board of
Directors (other than proxies in which the vote is withheld as to a nominee)
will be voted at the Meeting FOR the election of the nominees identified below.
If a nominee is unable to serve, the shares represented by all valid proxies
will be voted for the election of such substitute nominee as the Board of
Directors may recommend. At this time, the Board of Directors knows of no reason
why any nominee may be unable to serve, if elected. Except as disclosed herein,
there are no arrangements or understandings between the nominees and any other
person pursuant to which the nominees were selected.
<TABLE>
<CAPTION>
Shares of
Common Stock Percent
Position(s) Held Director Term to Beneficially of
Name Age in the Company Since(1) Expire Owned(2) Class
-------- ---- ----------------- --------- -------- ------------- ---------
NOMINEES
<S> <C> <C> <C> <C> <C>
Edward Wolak 74 Director 1969 2001 12,000 0.6%
Lorraine G. Ptak 73 Director 1975 2001 66,417 3.2
DIRECTORS CONTINUING IN OFFICE
Sylvester J. Ptak 73 Chairman of the Board 1969 1999 66,417 3.2
Kimberly P. Rooney 41 President, Chief Executive 1989 1999 57,328 2.8
Officer and Director
Jeanine M. McInerney 40 Director 1996 2000 5,000 0.2
Rocco DiIorio 66 Director 1990 2000 7,000 0.3
</TABLE>
(1) Includes service as director of Preferred Savings Bank.
(2) Amount includes shares held directly, as well as shares allocated to
such individuals under the ESOP, shares held jointly with family
members, shares held in retirement accounts, shares held in a fiduciary
capacity or by certain family members, with respect to which shares the
group members may be deemed to have sole voting and/or investment
power. The amounts reported excludes shares issued pursuant to the RRP
and shares awarded to such individuals pursuant to the Stock Option
Plan which options are not exercisable within 60 days of the record
date.
The principal occupation of each director of the Company and each
nominee for director is set forth below. All directors and nominees have held
their present positions for at least 5 years unless otherwise indicated.
Sylvester J. Ptak. Mr. Ptak is the Chairman of the Board and Vice
President of the Bank, a position he has held since 1995. Mr. Ptak has been a
member of the Board of Directors of the Bank since 1969. He also served as
Secretary of the Bank from 1969 to 1975 and President and Chief Executive
Officer of the Bank from 1975 to 1995. Mr. Ptak is the father of President
Rooney and husband of Secretary-Treasurer Lorraine Ptak. As Chairman of the
Board and Vice President of the Bank, Mr. Ptak supervises the lending
department.
3
<PAGE>
Kimberly P. Rooney. Ms. Rooney is currently serving as President and
Chief Executive Officer of the Bank, a position she had held since 1995. Prior
to joining the Bank as President, Ms. Rooney served as an attorney for the Bank.
From time to time, Ms. Rooney performs legal work for long-time clients. Ms.
Rooney is the daughter of Chairman Ptak and Secretary-Treasurer Lorraine Ptak.
Edward Wolak. Mr. Wolak is a retired plant engineer with Crown Stove,
Inc., a position he held for approximately 40 years. Mr. Wolak is the spouse of
Lorraine Ptak's sister.
Lorraine G. Ptak, age 71. Ms. Ptak is currently serving as
Secretary-Treasurer of the Bank, a position she has held since 1975. Mrs. Ptak
is also a director of the Holding Company. Ms. Ptak is the wife of Chairman S.J.
Ptak and the mother of President Rooney.
Jeanine McInerney. Ms. McInerney is a clinical nurse consultant with
Healthpoint Medical. She has been employed as a nurse for approximately 15
years.
Rocco Di Iorio. Mr. Di Iorio is a retired sewer contractor.
Meetings and Committees of the Board of Directors
Meetings of the Company's Board of Directors generally are held on a
quarterly basis. The Board of Directors met four times during the fiscal year
ended December 31, 1997. During fiscal 1997, no incumbent director of the
Company attended fewer than 75% of the aggregate of the total number of Board
meetings. The Company has standing Nominating, Audit and Compensation
Committees.
The Bank's Board of Directors generally meets monthly and may have
additional special meetings upon request of the Chairman of the Board, the
President or one-third of the directors. The Board of Directors of the Bank met
12 times during the year ended December 31, 1997. During fiscal 1997, no
incumbent director of the Bank attended fewer than 75% of the aggregate of the
total number of Board meetings and the total number of meetings held by the
committees of the Board of Directors on which he served. The Board of Directors
has standing Nominating, Loan, Investment, Audit, CRA and Interest Rate Risk
Committees.
The Nominating Committee is composed of Directors S.J. Ptak, Kimberly
Rooney and L.G. Ptak and selects the annual nominees for election as directors.
This Committee met one time during the fiscal year ended December 31, 1997.
The Loan Committee meets to approve all loans originated by the Bank
and sets interest rates for all loan types. The entire Board of Directors
comprises the Loan Committee. This Committee met approximately 12 times during
calendar year 1997.
The Investment Committee develops investment objectives and performance
standards consistent with the Bank's financial needs and reviews the Bank's
investment policies and recommends changes to the full Board. This Committee is
comprised of Chairman Ptak, President Rooney and Chief Financial Officer Przybyl
and met one time during calendar year 1997.
The Audit Committee meets at least annually to review and recommend the
Company's and the Bank's engagement of external auditors. Such Committee reviews
audit reports and related matters and acts as the liaison with Preferred
Savings' external auditors and the Board. Directors Di Iorio, McInerney and
Wolak currently comprise the Committee. This Committee met one time in 1997.
The Compensation Committee is responsible for administration of the
Stock Option Plan and the RRP. The members of the Compensation Committee are
Directors McInerney, Wolak and Di Iorio. This Committee met one time during
fiscal 1997.
4
<PAGE>
The CRA Committee meets on a monthly basis to review compliance with
the Community Reinvestment Act. The CRA Committee is composed of the entire
Board of Directors and Executive Officer Maciejewski. This Committee met 12
times during calendar year 1997.
The Interest Rate Risk Committee is comprised of Chairman Ptak,
Director Rooney and officer Przybyl. This Committee meets quarterly to review
the Bank's interest rate risk position and product mix and make recommendations
for adjustments to the full Board. This Committee met four times in fiscal 1997.
Director Compensation
The Board of Directors of the Company are not paid a fee for Board
Meetings attended. The Board of Directors of the Bank are paid a monthly fee of
$300 for service on the Board. Directors do not receive any compensation for
Committee meetings attended.
Executive Compensation
The following table sets forth information concerning the compensation
for services in all capacities to the Company for the fiscal year ended December
31, 1997 of the Company's Chief Executive Officer. No executive officer's
aggregate annual compensation (salary plus bonus) exceeded $100,000 in fiscal
1997.
<TABLE>
<CAPTION>
=========================================================================================================================
SUMMARY COMPENSATION TABLE
- ---------------------------------------------------------------------------|--------------------------|------------------
| Long Term |
| Compensation |
|--------------------------|
Annual Compensation | Awards |
- ---------------------------------------|----------|-----------|------------|--------------------------|
| | | | Restricted |
| | | | Stock Options/ | All Other
| Fiscal | Salary | Bonus | Award(s) SARs | Compensation
Name and Principal Position | Year | ($) | ($) | ($) (#)(1) | ($)
- ---------------------------------------|----------|-----------|------------|--------------------------|----------------
<S> <C> <C> <C> <C> <C> <C>
Kimberly P. Rooney, President, 1997 $78,000 $10,000 $305,494(1) 54,553(1) $ ---
Chief Executive Officer and
Director 1996 72,000 6,000 --- --- ---
1995 55,200 24,000 N/A N/A ---
==========================================================================================================================
</TABLE>
(1) Pursuant to the Stock Option Plan, the Company granted to Ms. Rooney an
option to purchase a number of shares equal to 54,553 shares. In
addition, pursuant to the proposed RRP, the Company granted to Ms.
Rooney 21,821 shares of restricted stock equal to $305,494 based on the
market price of PS Financial, Inc. Common Stock on May 26, 1997.
Employment Agreement And Severance Agreements
The Bank has entered into employment agreements with Chairman Ptak and
President Rooney providing for an initial term of three years. The agreements
provide for an annual base salary in an amount not less than each individual's
respective salary and provide for an annual extension subject to the performance
of an annual formal evaluation by disinterested members of the Board of
Directors of the Bank. The agreements also provide for termination upon the
employee's death, for cause or in certain events specified by OTS regulations.
The employment agreements are also terminable by the employee upon 90 days'
notice to the Bank.
In addition, in the event of an "involuntary termination" in which the
employment of the employee is terminated without the written consent of the
employee and includes a material diminution of or interference with the
5
<PAGE>
employee's duties, responsibilities and benefits as specified in the agreements,
the employee will be entitled to the benefits under the agreement for the
remaining term of the agreement.
The employment agreements provide for payment to Chairman Ptak and
President Rooney of an amount equal to 299% of their five-year annual average
base compensation, respectively, in the event there is a "change in control" of
the Bank where employment involuntarily terminates in connection with such
change in control or within twelve months thereafter. For the purposes of the
employment agreements, a "change in control" is defined as any event which would
require the filing of an application for acquisition of control or notice of
change in control pursuant to 12 C.F.R. ss. 574.3 or 4. Such events are
generally triggered prior to the acquisition or control of 25% of the Holding
Company's common stock. If the employment of Chairman Ptak or President Rooney
had been terminated as of December 31, 1997 under circumstances entitling them
to severance pay as described above, they would have been entitled to receive a
lump sum cash payment of approximately $135,000 and $230,000, respectively. The
agreements also provide for the continued payment to Chairman Ptak and President
Rooney of health benefits for the remainder of the term of this contract in the
event such individual is involuntarily terminated in the event of change in
control.
The Bank entered into change in control severance agreements with
Officers Jeffrey Przybyl and Marinanne Maciejewski. The agreements became
effective upon completion of the Conversion and provide for an initial term of
18 months. The agreements provide for extensions of one year, on each
anniversary of the effective date of the agreement, subject to a formal
performance evaluation performed by disinterested members of the Board of
Directors of the Bank. The agreements provide for termination for cause or in
certain events specified by OTS regulations.
The agreements provide for a lump sum payment to the employee of
$40,000 and the continued payment for the remaining term of the contract of life
and health insurance coverage maintained by the Bank in the event there is a
"change in control" of the Bank where employment terminates involuntarily in
connection with such change in control. This termination payment is subject to
reduction by the amount of all other compensation to the employee deemed for
purposes of the Code to be contingent on a "change in control," and may not
exceed three times the employee's average annual compensation over the most
recent five-year period or be non-deductible by the Bank for federal income tax
purposes. For the purposes of the agreements, a "change in control" is defined
as any event which would require the filing of an application for acquisition of
control or notice of change in control pursuant to 12 C.F.R. ss. 574.3 or 4 or
any successor regulation. Such events are generally triggered prior to the
acquisition of control of 25% of the Company's Common Stock.
The following table provides information regarding stock options. No
Stock Appreciation Rights ("SARs") were granted during fiscal 1997.
<TABLE>
<CAPTION>
Option/SAR Grants in Last Fiscal Year
=======================================================================================================================
Individual Grants
- -----------------------------------------------------------------------------------------------------------------------
Number of % of Total
Securities Options/SARs
Underlying Granted to
Options/SARs Employees in Exercise or Base
Name Granted (#) Fiscal Year Price ($/Sh) Expiration Date
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Kimberly P. Rooney 54,553 30.0% 14.00 5/26/2007
=======================================================================================================================
</TABLE>
6
<PAGE>
The following table provides information as to the value of the options
held by the Company's President, Chief Executive Officer at December 31, 1997,
none of which have been exercised. No stock appreciation rights were granted as
of such date.
<TABLE>
<CAPTION>
====================================================================================================================
Aggregated Option/SAR Exercises in Last Fiscal Year and Year-end Option/SAR Values
- ---------------------------------------------------------------------------------------------------------------------
Value of
Number of Securities Unexercised
Underlying Unexercised In-the-Money
Options/SARs at Options/SARs at
FY-End (#) FY-End ($)
Shares ----------------------------------------------------------------
Acquired
on Value
Exercise Realized
Name (#) ($) Exercisable Unexercisable Exercisable Unexercisable
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Kimberly P. Rooney --- --- --- 54,553(1) $ --- $456,881(2)
====================================================================================================================
</TABLE>
(1) Represents options to purchase Common Stock awarded to the Company's
Chief Executive Officer and President. The options vest in five equal
annual installments. The first installment will vest on May 1998, with
the remaining installments to vest equally in October 1999, 2000, 2001
and 2002.
(2) Represents the aggregate market value (market price of the Common Stock
less the exercise price) of in-the-money options granted based upon the
average of the closing price of $22.375 per share of the Company's
Common Stock as reported on the Nasdaq National Market on December 31,
1997.
Certain Transactions
The Bank has followed a policy of granting loans to officers, directors
and employees, if such loans are made in the ordinary course of business and on
the same terms and conditions, including interest rates and collateral, as those
of comparable transactions prevailing at the time, in accordance with the Bank's
underwriting guidelines, and do not involve more than the normal risk of
collectibility or present other unfavorable features. Loans to Executive
Officers and Directors must be approved by a majority of the disinterested
directors and loans to other officers and employees must be approved by the
Bank's loan committee. All loans by the Bank to its Executive Officers and
Directors are subject to OTS regulations restricting loan and other transactions
with affiliated persons of the Bank. Federal law currently requires that all
loans to Executive Officers and Directors be made on terms and conditions
comparable to those for similar transactions with non-affiliates. At December
31, 1997 there were no loans to Executive Officers and Directors and their
associates.
PROPOSAL II
RATIFICATION OF THE APPOINTMENT OF AUDITORS
The Board of Directors has renewed the Company's arrangement for Crowe,
Chizek and Company, LLP to be its auditors for the 1998 fiscal year, subject to
the ratification of the appointment by the Company's stockholders. A
representative of Crowe, Chizek and Company, LLP is expected to attend the
Meeting to respond to appropriate questions and will have an opportunity to make
a statement if he so desires.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE
RATIFICATION OF THE APPOINTMENT OF CROWE, CHIZEK AND COMPANY, LLP AS THE
COMPANY'S AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 1998.
7
<PAGE>
STOCKHOLDER PROPOSALS
In order to be eligible for inclusion in the Company's proxy materials
for the next Annual Meeting of Stockholders, any stockholder proposal to take
action at such meeting must be received no later than November 17, 1998, at the
Company's main office located at 4800 South Pulaski Road, Chicago, Illinois
60632-4195. Any such proposal shall be subject to the requirements of the proxy
rules adopted under the Exchange Act.
OTHER MATTERS
The Board of Directors is not aware of any business to come before the
Meeting other than those matters described above in this Proxy Statement.
However, if any other matter should properly come before the Meeting, it is
intended that holders of the proxies will act in accordance with their best
judgment.
The cost of solicitation of proxies will be borne by the Company. The
Company will reimburse brokerage firms and other custodians, nominees and
fiduciaries for reasonable expenses incurred by them in sending proxy materials
to the beneficial owners of Common Stock. In addition to solicitation by mail,
directors, officers and regular employees of the Company and/or the Bank may
solicit proxies personally or by telegraph or telephone without additional
compensation.
BY ORDER OF THE BOARD OF DIRECTORS
Kimberly P. Rooney
President and Chief Executive Officer
Chicago, Illinois
March 17, 1998
8
<PAGE>
REVOCABLE PROXY
PS FINANCIAL, INC.
Annual Meeting of Stockholders
April 22, 1998
The undersigned hereby appoints the Board of Directors of PS Financial,
Inc. (the "Company"), and the survivor of them, with full powers of
substitution, to act as attorneys and proxies for the undersigned to vote all
shares of common stock of the Company which the undersigned is entitled to vote
at the Annual Meeting of Stockholders (the "Meeting"), to be held on April 22,
1998 at 2:30 p.m., and at any and all adjournments thereof, as follows:
I. The election as directors of all nominees listed below.
/ / FOR / / WITHHELD
INSTRUCTION: TO WITHHOLD YOUR VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A LINE
THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.
EDWARD WOLAK LORRAINE G. PTAK
II. The ratification of the appointment of Crowe, Chizek and Company LLP as
auditors of the Company for the fiscal year ending December 31, 1998.
/ / FOR / / AGAINST / / ABSTAIN
In their discretion, the proxies are authorized to vote on such other
matters as may properly come before the Meeting or any adjournment thereof.
The Board of Directors recommends a vote "FOR" the listed proposals.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS
PROXY WILL BE VOTED FOR THE PROPOSALS STATED. IF ANY OTHER BUSINESS IS PRESENTED
AT SUCH MEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED IN THIS PROXY IN THEIR
BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO OTHER
BUSINESS TO BE PRESENTED AT THE MEETING.
<PAGE>
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Should the undersigned be present and elect to vote at the Meeting or at
any adjournment thereof, and after notification to the Secretary of the Company
at the Meeting of the stockholder's decision to terminate this Proxy, then the
power of such attorneys and proxies shall be deemed terminated and of no further
force and effect.
The undersigned acknowledges receipt from the Company, prior to the
execution of this Proxy, of Notice of the Meeting, a Proxy Statement dated March
17, 1998 and the Company's Annual Report to Stockholders for the fiscal year
ending December 31, 1997.
Dated:_______________________ ---------------------------------
SIGNATURE OF STOCKHOLDER
---------------------------------
SIGNATURE OF STOCKHOLDER
Please sign exactly as your name(s) appear(s) above on this card. When signing
as attorney, executor, administrator, trustee or guardian, please give your full
title. If shares are held jointly, each holder should sign.
PLEASE PROMPTLY COMPLETE, DATE, SIGN AND MAIL THIS PROXY
IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
