<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant / /
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 Section 240.14a-11(c) or Section
240.14a-12
KANKAKEE 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):
/ / 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>
-------------------------------------------------------
KANKAKEE BANCORP, INC.
-------------------------------------------------------
310 South Schuyler Avenue
P.O. Box 3 (815) 937-4440
Kankakee, IL 60901-0003 Fax (815) 937-3674
March 14, 1997
Dear Fellow Stockholder:
On behalf of the Board of Directors and management of Kankakee Bancorp,
Inc. (the "Company"), we cordially invite you to attend the fifth Annual Meeting
of Stockholders of the Company. The meeting will be held at 10:00 a.m., on
Friday, April 25, 1997, at Sully's-Sullivan's Warehouse, a restaurant located at
555 South West Avenue, Kankakee, Illinois 60901.
The three individuals whom your Board of Directors has nominated to serve
as directors are each incumbent directors. In addition to the election of the
three directors, stockholders are being asked to ratify the appointment of
McGladrey & Pullen, LLP, as auditors for the Company. Accordingly, your Board
of Directors unanimously recommends that you vote your shares for each of the
director nominees and in favor of the ratification of our accountants.
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.
A copy of the Company's Annual Report to Stockholders for the year 1996 is
also enclosed. Thank you for your attention to this important matter.
Very truly yours,
JAMES G. SCHNEIDER
CHAIRMAN OF THE BOARD,
PRESIDENT AND CHIEF EXECUTIVE OFFICER
<PAGE>
-------------------------------------------------------
KANKAKEE BANCORP, INC.
-------------------------------------------------------
310 South Schuyler Avenue
P.O. Box 3 (815) 937-4440
Kankakee, IL 60901-0003 Fax (815) 937-3674
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 25, 1997
Notice is hereby given that the Annual Meeting of Stockholders (the
"Meeting") of Kankakee Bancorp, Inc. (the "Company") will be held at 10:00 a.m.,
Kankakee, Illinois time, on Friday, April 25, 1997 at Sully's-Sullivan's
Warehouse, a restaurant located at 555 South West Avenue, Kankakee, Illinois
60901. The Meeting is for the purpose of considering and acting upon:
1. The election of three directors of the Company;
2. The ratification of the appointment of McGladrey & Pullen, LLP, as
auditors of the Company for the fiscal year ending December 31, 1997;
and
3. To act upon such other business as may properly come before the
Meeting or 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 any one of 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 3, 1997 are the stockholders entitled to vote at the Meeting
and any adjournments or postponements thereof.
You are requested to complete, sign and date the enclosed proxy, which is
solicited on behalf of the Board of Directors, and to mail it promptly in the
enclosed postpaid return envelope. The proxy will not be used if you attend and
vote at the Meeting in person.
By Order of the Board of Directors
Michael A. Stanfa
SECRETARY
Kankakee, Illinois
March 14, 1997
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 PRE-
ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED
IF MAILED WITHIN THE UNITED STATES.
<PAGE>
PROXY STATEMENT
-------------------------------------------------------
KANKAKEE BANCORP, INC.
-------------------------------------------------------
310 SOUTH SCHUYLER AVENUE
KANKAKEE, IL 60901-0003
ANNUAL MEETING OF STOCKHOLDERS
APRIL 25, 1997
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of Kankakee Bancorp, Inc. (the
"Company") to be used at the Annual Meeting of Stockholders of the Company (the
"Meeting"), to be held at Sully's-Sullivan's Warehouse, a restaurant located at
555 South West Avenue, Kankakee, Illinois, on Friday, April 25, 1997 at 10:00
a.m., and at all adjournments or postponements of the Meeting. The accompanying
Notice of Meeting, proxy card and this Proxy Statement are first being mailed to
stockholders on or about March 14, 1997. Certain of the information provided in
this Proxy Statement relates to Kankakee Federal Savings Bank (the "Bank"), the
wholly owned subsidiary of the Company.
At the Meeting, the stockholders of the Company are being asked to consider
and vote upon the election of three directors of the Company and to ratify the
appointment of McGladrey & Pullen, LLP, as the Company's independent auditors
for the fiscal year ending December 31, 1997. On March 3, 1997, the Company had
1,420,168 shares of Common Stock outstanding, par value $.01 per share (the
"Common Stock"). Only holders of record of the Common Stock at the close of
business on March 3, 1997 will be entitled to vote at the Meeting and at all
adjournments or postponements of the Meeting.
VOTING RIGHTS AND PROXY INFORMATION
All shares of 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 for director
and for the ratification of the appointment of McGladrey & Pullen, LLP. The
Company does not know of any matters, other than as described in the Notice of
Meeting, that are to come before the Meeting. If any other matters are properly
presented at the Meeting for action, the persons named in the enclosed form of
proxy will have the discretion to vote on such matters in accordance with their
best judgment.
A proxy given pursuant to this solicitation may be revoked at any time
before it is voted. Proxies may be revoked by: (i) filing with the Secretary of
the Company at or before the Meeting a written notice of revocation bearing a
later date than the proxy; (ii) duly executing a subsequent proxy relating to
the same shares and delivering it to the Secretary of the Company at or before
the Meeting; or (iii) attending the Meeting and voting in person (although
attendance at the Meeting will not in and of itself constitute revocation of a
proxy). Any written notice revoking a proxy should be delivered to Michael A.
Stanfa, Secretary, Kankakee Bancorp, Inc., 310 S. Schuyler Avenue, P.O. Box 3,
Kankakee, Illinois 60901.
<PAGE>
VOTING REQUIRED FOR APPROVAL OF PROPOSALS
A majority of the shares of the Common Stock present in person or
represented by proxy and entitled to vote at the Meeting will constitute a
quorum for purposes of the Meeting. In all matters other than the election of
directors, the affirmative vote of a majority of the votes cast in person or by
proxy with a quorum present shall constitute stockholder approval. Directors are
elected by a plurality of the votes cast in person or by proxy with a quorum
present. Abstentions and broker "non-votes" will be considered in determining
the presence of a quorum but will not affect the vote required for approval of
the proposals or the election of directors. Stockholders of record as of the
close of business on March 3, 1997, will be entitled to one vote for each share
then held.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The following table sets forth information as of March 3, 1997, regarding
share ownership of: (i) those persons or entities known by management to
beneficially own more than five percent of the Company's Common Stock, (ii) each
executive officer named in the Summary Compensation Table, and (iii) all
directors and officers as a group. The nature of beneficial ownership for
shares listed in this table is sole voting and investment power, except as set
forth in the footnotes to the table. Inclusion of shares shall not constitute
an admission of beneficial ownership or voting or investment power over such
shares.
BENEFICIAL OWNER SHARES BENEFICIALLY
---------------- OWNED PERCENT OF CLASS
5% STOCKHOLDERS ----- ----------------
First Securities America, Inc.. . . 165,000 11.6%
135 North Meramec
Clayton, Missouri 63141(1)
EXECUTIVE OFFICERS
James G. Schneider. . . . . . . . . 69,187 4.7%
Chairman, President and
Chief Executive Officer(2)
David B. Cox. . . . . . . . . . . . 18,424 1.3%
Vice President(3)
Directors and executive officers. . 259,550 16.6%
of the Company as a group
(14 persons)(4)
- -------------------
(1) This information is as reported to the Securities and Exchange Commission
in a Form 3 dated June 18, 1996.
(2) The amount reported includes 9,807 shares held in the Bank's 401(k) Plan
(the "401(k) Plan") for the benefit of Mr. Schneider, over which shares Mr.
Schneider has shared voting and sole investment power, and 49,875 shares
subject to options granted under the Company's Stock Option Plan (the
"Stock Option Plan") and which are deemed to be exercisable, over which
shares Mr. Schneider has no voting and sole investment power. The amount
reported also includes 2,357 shares allocated to Mr. Schneider under the
Company's Employee Stock Ownership Plan ("ESOP"), with respect to which
shares Mr. Schneider has sole voting and no investment power.
(3) The amount reported includes 5,087 shares held in the 401(k) Plan for the
benefit of Mr. Cox, over which shares Mr. Cox has shared voting and sole
investment power, and 5,400 shares subject to options granted under the
Stock Option Plan and which are exercisable, over which shares Mr. Cox has
no voting and sole investment power. The amount reported also
2
<PAGE>
includes 2,430 shares allocated to Mr. Cox under the ESOP, with respect to
which shares Mr. Cox has sole voting and no investment power, and 1,012
shares held by Mr. Cox's spouse, with respect to which shares Mr. Cox
shares voting and investment power. The amount reported excludes 665
shares awarded under the Company's Bank Incentive Plan ("BIP") but not yet
vested, with respect to which shares Mr. Cox has no voting or investment
power.
(4) This amount includes shares held directly, including 142,075 shares subject
to options granted under the Stock Option Plan which are deemed to be
exercisable, as well as shares allocated to participant accounts under the
ESOP, shares held in retirement accounts and shares held by certain members
of the named individuals' families or held by trusts of which the named
individual is a trustee or substantial beneficiary, with respect to which
shares the respective directors and officers may be deemed to have sole or
shared voting and investment power. The amount reported excludes 4,028
shares awarded pursuant to the BIP over which such directors and officers
have no voting or dispositive power until such shares vest.
ELECTION OF DIRECTORS
GENERAL
The Company's Board of Directors currently consists of seven members. Each
of the directors of the Company has served in such capacity since its
incorporation in August 1992, except for Michael A. Stanfa, who was appointed to
the Board in 1995 and elected to a three-year term in 1996. The Board is
divided into three classes, each of which contains approximately one-third of
the Board. Approximately one-third of the directors is elected annually.
Directors of the Company are generally elected to serve for a three-year period
or until their respective successors are elected and qualified.
The table below sets forth certain information, as of March 3, 1997,
regarding the members of and nominees to 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 refuse or be unable to serve. Except as
disclosed herein, there are no arrangements or understandings between the
nominees and any other person pursuant to which a nominee was selected. THE
BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR EACH OF THE NOMINEES
FOR DIRECTOR.
NOMINEES
<TABLE>
<CAPTION>
SHARES OF
COMMON
POSITION(S) HELD TERM STOCK PERCENT
IN THE COMPANY DIRECTOR TO BENEFICIALLY OF
NAME AGE AND THE BANK SINCE(1) EXPIRE OWNED(2) CLASS
- ---- --- ---------------- -------- ------ ------------ -------
<S> <C> <C> <C> <C> <C> <C>
Charles C. Huber(3). . . . . . 74 Director 1979 2000 22,170 1.6%
Thomas M. Schneider(4) . . . . 36 Director 1992 2000 10,190 0.7%
Wesley E. Walker(5). . . . . . 61 Director 1986 2000 13,210 0.9%
3
<PAGE>
<CAPTION>
DIRECTORS CONTINUING IN OFFICE
James G. Schneider(6). . . . . 71 Chairman of the 1955 1998 69,187 4.7%
Board, President
and Chief
Executive Officer
Larry D. Huffman(7). . . . . . 50 Director 1992 1998 12,910 0.9%
William Cheffer(8) . . . . . . 66 Vice Chairman of 1988 1999 40,000 2.8%
the Board
Michael A. Stanfa(9) . . . . . 47 Executive Vice 1995 1999 11,599 0.8%
President and Secretary
</TABLE>
- -------------------
(1) Includes service as a director of the Bank.
(2) Amounts reported include shares held directly, including shares subject to
options granted under the Stock Option Plan which are presently
exercisable, as well as shares which are held in retirement accounts and
shares held by certain members of the named individuals' families or held
by trusts of which the named individual is a trustee or substantial
beneficiary, with respect to which shares the respective director may be
deemed to have sole or shared voting and/or investment power. Inclusion of
shares shall not constitute an admission of beneficial ownership or voting
or investment power over included shares. The nature of beneficial
ownership for shares listed in this table is sole voting and investment
power, except as set forth in the following footnotes.
(3) The amount reported includes 300 shares held by Mr. Huber's spouse, with
respect to which shares Mr. Huber shares voting and investment power, and
8,925 shares subject to options granted under the Stock Option Plan which
are presently exercisable, with respect to which shares Mr. Huber has no
voting and sole investment power.
(4) The amount reported includes 8,925 shares subject to options granted under
the Stock Option Plan which are presently exercisable, with respect to
which shares Mr. Schneider has no voting and sole investment power, and
excludes 490 shares awarded under the BIP but not yet vested, with respect
to which shares Mr. Schneider has no voting or investment power.
(5) The amount reported includes 8,925 shares subject to options granted under
the Stock Option Plan which are presently exercisable, with respect to
which shares Mr. Walker has no voting and sole investment power, and
excludes 665 shares awarded under the BIP but not yet vested, with respect
to which shares Mr. Walker has no voting or investment power.
(6) The amount reported includes 9,807 shares held in the 401(k) Plan for the
benefit of Mr. Schneider, over which shares Mr. Schneider has shared voting
and sole investment power, and 49,875 shares subject to options granted
under the Company's Stock Option Plan and which are deemed to be
exercisable, over which shares Mr. Schneider has no voting and sole
investment power. The amount reported also includes 2,357 shares allocated
to Mr. Schneider under the ESOP, with respect to which shares Mr. Schneider
has sole voting and no investment power.
(7) The amount reported includes 8,925 shares subject to options granted under
the Stock Option Plan which are presently exercisable, with respect to
which shares Mr. Huffman has no voting and sole investment power, and
excludes 490 shares awarded under the BIP but not yet vested, with respect
to which shares Mr. Huffman has no voting or investment power.
(8) The amount reported includes 28,000 shares subject to options granted under
the Stock Option Plan which are presently exercisable, with respect to
which shares Mr. Cheffer has no voting and sole investment power, and 3,000
shares held by Mr. Cheffer's spouse, with respect to which shares Mr.
Cheffer has no voting or investment power.
(9) The amount reported includes 2,626 shares held in the 401(k) Plan for the
benefit of Mr. Stanfa, over which shares Mr. Stanfa has shared voting and
sole investment power, and 5,950 shares subject to options granted under
the Stock Option Plan which are presently exercisable, with respect to
which Mr. Stanfa has no voting and sole investment power. The amount
reported also includes 1,890 shares allocated to Mr. Stanfa under the ESOP,
with respect to which shares Mr. Stanfa has sole voting and no investment
power. The amount reported excludes 455 shares awarded under the BIP but
not yet vested, with respect to which shares Mr. Stanfa has no voting or
investment power.
4
<PAGE>
No member of the Board of Directors is related to any other member of the
Board of Directors, except that James G. Schneider is the father of Thomas M.
Schneider. No member of the Board of Directors is a member of a group which
includes any other member of the Board of Directors for purposes of the Savings
and Loan Holding Company Act and the Securities Act of 1933, as amended.
Section 16(a) of the Securities Exchange Act of 1934 requires that the
Company's directors, executive officers and persons who own more than 10% of the
Company Common Stock file reports of ownership and changes in ownership with the
Securities and Exchange Commission and with the exchange on which the shares of
Common Stock are traded. Such persons are also required to furnish the Company
with copies of all Section 16(a) forms they file. Based solely on the Company's
review of the copies of such forms furnished to the Company and, if appropriate,
representations made to the Company by any such reporting person concerning
whether a Form 5 was required to be filed for 1996, the Company is not aware
that any of its directors, executive officers or 10% stockholders failed to
comply with the filing requirements of Section 16(a) during the period
commencing January 1, 1996 through December 31, 1996.
The business experience of each director and nominee of the Company is set
forth below. All directors have held their present positions for at least five
years unless otherwise indicated.
JAMES G. SCHNEIDER. Mr. Schneider is the Chairman of the Board of the
Bank, a position he has held since 1988. Mr. Schneider was appointed Chairman
of the Board of the Company in August 1992. On August 1, 1993, he assumed the
additional positions of President and Chief Executive Officer of the Company.
Mr. Schneider had previously served as President of the Bank from 1961 to 1988
and as Chief Executive Officer from 1961 to 1990. Mr. Schneider joined the Bank
in 1954 and was elected a director in 1955.
WILLIAM CHEFFER. Mr. Cheffer, who had been President and Chief Executive
Officer of the Bank since June 1990 and President and Chief Executive Officer of
the Company since August 1992, retired from those positions effective July 31,
1993. Since that time he has served as Vice Chairman of both the Bank and the
Company. Mr. Cheffer served as President and Chief Operating Officer of the
Bank from 1988 to 1990, and as Senior Vice President and Secretary of the Bank
from 1974 to 1988. Mr. Cheffer joined the Bank in 1952.
CHARLES C. HUBER. Mr. Huber is a past Chairman of the Kankakee County
Economic Development Council. From 1987 to 1989, Mr. Huber served as President
of the Kankakee Area Chamber of Commerce. From 1973 to 1987, Mr. Huber was
employed as a plant manager by Armstrong World Industries, a manufacturer of
floor tile.
WESLEY E. WALKER. Until his retirement in 1995, Mr. Walker had been
Executive Director of the YMCA located in Kankakee since 1970. He was
responsible for oversight of the YMCA's facility and 90 employees. In 1991, Mr.
Walker received the National YMCA's "Award of Excellence" in recognition of his
leadership abilities. Currently he is serving on a part-time basis as the
interim Director of the YMCA, Danville, Illinois.
LARRY D. HUFFMAN, PH.D. Dr. Huffman has served as President of Kankakee
Community College located in Kankakee, Illinois since 1987. As President and
Chief Executive Officer, Dr. Huffman is responsible for management of the fiscal
and educational functions of the college.
THOMAS M. SCHNEIDER. Mr. Schneider is an attorney currently serving as
Assistant Counsel for State Farm Mutual Insurance Company, Corporate Law
Department, Bloomington, Illinois. In 1993 Mr. Schneider was the Executive
Director for Alpha Tau Omega, Inc., a national fraternal/leadership organization
located in Champaign, Illinois. Between 1989 and 1993, he served as the
Assistant Executive Director, and during his entire employment with the
fraternity he was its Staff Attorney. During 1989, Mr. Schneider served as
Chief District Aide to a U.S. Congressman from the Fourth Congressional District
of Florida with responsibility for supervision of the Congressman's district
offices and employees. From 1987 to 1989, Mr. Schneider was an associate with
the law firm of Marks, Gray, Conroy & Gibbs which is located in Jacksonville,
Florida.
5
<PAGE>
MICHAEL A. STANFA. Mr. Stanfa, an attorney, became a director of the
Company in 1995 and has been employed by the Company since 1986 as Staff
Attorney. Since 1992 he has been Secretary of the Company and since 1994 has
been Secretary and Executive Vice President of the Company. In addition to his
positions at the Company, Mr. Stanfa is also Senior Vice President and Secretary
of the Bank. Mr. Stanfa is also a part-time instructor at Kankakee Community
College, a position he has held since 1992.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
Meetings of the Company's Board of Directors are generally held on a
monthly basis. The Board of Directors met 13 times during 1996. During 1996 no
incumbent director of the Company attended fewer than 75% of the aggregate of
the total number of Board meetings and the total number of meetings held by the
committees of the Board of Directors on which he served. Directors of the
Company who are salaried officers of the Bank are not paid for committee
meetings attended.
The Board of Directors of the Company has standing Executive, Audit, Long
Range Planning, and Stock Option and Compensation Committees.
The Executive Committee is comprised of Messrs. J. Schneider (Chairman),
Cheffer, Huber and Walker. The Executive Committee meets on an as needed basis
and exercises the power of the Board of Directors between Board meetings. This
committee did not meet in 1996.
The Audit Committee recommends independent auditors to the Board, reviews
the results of the auditors' services, reviews with management and the internal
auditor the systems of internal control and internal audit reports and assures
that the books and records of the Company are kept in accordance with applicable
accounting principles and standards. The members of the Audit Committee are
Messrs. Huffman (Chairman), Walker and Huber. The Audit Committee of the Bank
has an identical membership to that of the Company and addresses many of the
same issues. During 1996, the Company's and the Bank's Audit Committee each met
four times.
The Long Range Planning Committee monitors economic trends, long-range
economic forecasts and makes recommendations for the Company's and the Bank's
long-range business plans. The members of this Committee are Messrs. J.
Schneider (Chairman), Huber, Huffman, T. Schneider and Stanfa. During 1996,
this committee met twice.
The Stock Option and Compensation Committee is composed of Messrs. Huber
(Chairman), Walker and Huffman. This committee is responsible for administering
the Company's Stock Option Plan and reviews compensation and benefit matters.
During 1996 this committee met twice.
The entire Board of Directors acts as a nominating committee for selecting
nominees for election as directors. While the Board of Directors of the Company
will consider nominees recommended by stockholders, the Board has not actively
solicited such nominations. Pursuant to the Company's bylaws, nominations by
stockholders must be delivered in writing to the Secretary of the Company at
least 30 days before the date of the Meeting and must otherwise comply with the
provisions of the bylaws.
6
<PAGE>
EXECUTIVE COMPENSATION
The Company's executive officers do not receive any separate compensation
from the Company for services performed in their capacities as officers of the
Company. However, for services performed for the Company by certain officers, a
percentage of the salary paid by the Bank for those officers is reimbursed by
the Company.
The following table sets forth information regarding compensation paid or
accrued by the Company to its Chief Executive Officer and to each of the other
most highly compensated executive officers of the Company and Bank whose
aggregate salary and bonus exceeded $100,000 for 1996.
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
SUMMARY COMPENSATION TABLE
- ------------------------------------------------------------------------------------------------------------------------------------
Long Term
Compensation
ANNUAL COMPENSATION Awards
- ------------------------------------------------------------------------------------------------------------------------------------
(a) (b) (c) (d) (e) (f) (g) (h)
FISCAL
YEAR SECURITIES
ENDED OTHER ANNUAL RESTRICTED UNDERLYING ALL OTHER
NAME AND DECEMBER COMPENSATION ($) STOCK OPTIONS/ COMPENSATION
PRINCIPAL POSITION 31ST SALARY($)(1) BONUS ($) AWARDS ($) SARS(#) ($)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
James G. Schneider
Chairman, President and 1996 $100,038 $ --- $ --- $ --- --- $ 26,998(2)
Chief Executive Officer 1995 121,250 --- --- --- --- 15,784(3)
of the Company 1994 98,180 --- --- --- --- 23,409(4)
David B. Cox
Vice President of the 1996 $115,701 $ --- $ --- $ --- --- $ 27,136(2)
Company and President 1995 115,877 --- --- --- --- 15,008(3)
and Chief Executive 1994 105,333 --- --- --- --- 18,414(4)
Officer of the Bank
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
- --------------------
(1) Includes amounts deferred under the 401(k) Plan.
(2) Represents contributions made under the Bank's Retirement Plan (the
"Retirement Plan") and the ESOP in 1996. These contributions were in the
amounts of the $11,319 and $15,679 for Mr. Schneider and $9,001 and $18,135
for Mr. Cox, respectively.
(3) Represents contributions made under the Retirement Plan and the ESOP in
1995. These contributions were in the amounts of $8,487 and $6,297 for Mr.
Schneider and $8,990 and $6,018 for Mr. Cox, respectively.
(4) Represents contributions made under the Retirement Plan and the ESOP in
1994. These contributions were in the amounts of $10,431 and $12,978 for
Mr. Schneider and $8,205 and $10,209 for Mr. Cox, respectively.
7
<PAGE>
The following table sets forth certain information concerning the number
and value of stock options at December 31, 1996 held by the named executive
officers. No stock options were exercised during 1996 by such persons.
<TABLE>
<CAPTION>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END
OPTION/SAR VALUES
- ------------------------------------------------------------------------------------------------------------------------------------
SHARES NUMBER OF SECURITIES
ACQUIRED UNDERLYING UNEXERCISED VALUE OF UNEXERCISED IN-
ON VALUE OPTIONS/SARS AT FY-END THE-MONEY OPTIONS/SARS
NAME EXERCISE REALIZED (#)(d) AT FY-END ($)(e)
(#)(a) (#)(b) ($)(c) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
James G. Schneider --- $--- 49,850 --- $741,519 $ ---
David B. Cox --- $--- 5,400 --- $ 80,325 $ ---
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
THE INCORPORATION BY REFERENCE OF THIS PROXY STATEMENT INTO ANY DOCUMENT
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION BY THE COMPANY SHALL NOT BE
DEEMED TO INCLUDE THE FOLLOWING REPORT UNLESS THE REPORT IS SPECIFICALLY STATED
TO BE INCORPORATED BY REFERENCE INTO SUCH DOCUMENT.
THE STOCK OPTION AND COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Stock Option and Compensation Committee of the Board of Directors is
composed of three outside directors who are not employees or former employees of
the Company, the Bank or its predecessors, and is responsible for
recommendations to the Board for compensation of executive officers of the Bank
and the Company. At this time no separate salary is paid to the Company's
executive officers. However, a portion of the officers' Bank salary is
allocated to Company expense for work performed by the officers for the Company.
In determining compensation, the following factors are generally taken into
consideration:
1. The Bank maintains a Base Salary Administration and Performance
Program. The purpose of the program is to provide equitable,
competitive and performance-based salaries for all Bank employees.
The executive officers are reviewed on an annual basis by the
president of the Bank, who makes compensation recommendations to the
committee based upon salary level, performance and adjustments for
items such as inflation. Information regarding industry comparisons
and adjustments is provided by an independent consulting firm.
2. The performance of the executive officers in achieving the short and
long term goals of the Company. The Long Range Planning Committee of
the Company is responsible for establishing these short and long term
goals.
3. Payment of compensation commensurate with the ability and expertise of
the executive officers.
4. Attempt to structure compensation packages so that they are
competitive with similar companies.
The Stock Option and Compensation Committee considers the foregoing factors, as
well as others, in determining compensation. There is no assigned weight given
to any of these factors. In addition to salary and other benefits granted,
officers may also particpate in an incentive program based upon achievement of
certain target performance levels.
8
<PAGE>
The committee also considers various benefits which have already been
awarded, including those pursuant to the Bank Incentive Plan, Employee Stock
Ownership Plan and Stock Option Plan, together with other perquisites in
determining compensation. The committee believes that the benefits provided
through the stock based plans more closely tie the compensation of the officers
to the interests of the stockholders and provide significant additional
performance incentives for the officers which directly benefit the stockholders
through an increase in the stock value.
The 1996 compensation of Mr. James Schneider, the Chief Executive Officer
of the Company, and Mr. David B. Cox, a Vice President of the Company and the
President and Chief Executive Officer of the Bank, was based upon the salary and
performance program, their performance, substantial experience, expertise and
length of service with the organization, the performance objectives and the
goals of the Bank and the compensation of officers with similar duties and
responsibilities at comparable organizations.
Members of the Stock Option and Compensation Committee are:
Charles C. Huber, Chairman
Wesley E. Walker
Larry D. Huffman
THE INCORPORATION BY REFERENCE OF THIS PROXY STATEMENT INTO ANY DOCUMENT
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION BY THE COMPANY SHALL NOT BE
DEEMED TO INCLUDE THE FOLLOWING PERFORMANCE GRAPH AND RELATED INFORMATION UNLESS
SUCH GRAPH AND RELATED INFORMATION ARE SPECIFICALLY STATED TO BE INCORPORATED
BY REFERENCE INTO SUCH DOCUMENT.
PERFORMANCE GRAPH
The following graph shows a four year comparison of cumulative total
returns on an investment of $100 in the Company's Common Stock, the Nasdaq Stock
Market (U.S. Companies), the American Stock Exchange ("AMEX") Thrift Index and
an index of 25 Midwest thrift holding companies with total assets of between
$250 million and $500 million. The Common Stock of the Company was first listed
for quotation on the Nasdaq Stock Market on January 6, 1993. In early 1995,
management of the Company decided that it would be beneficial to its
stockholders to change its stock listing to the AMEX. On March 24, 1995, the
Common Stock began trading on the AMEX and was delisted from trading on the
Nasdaq Stock Market. The graph was prepared by SNL Securities, Charlottesville,
Virginia, at the request of the Company, and includes information pertaining to
both the Nasdaq Stock Market and the AMEX.
9
<PAGE>
COMPARISON OF CUMULATIVE TOTAL RETURNS*
[GRAPH]
*Assumes $100 invested on January 6, 1993, and that all dividends were
reinvested.
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------
01/06/93 12/31/93 12/31/94 12/31/95 12/31/96
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Kankakee Bancorp-IL $100 $125.45 $116.36 $140.34 $187.70
25 Midwest Thrifts Index $100 $133.73 $140.12 $194.34 $231.05
AMEX Thrift Index $100 $130.21 $129.64 $179.93 $215.96
All Nasdaq US Stocks $100 $113.95 $111.38 $157.51 $193.75
- -----------------------------------------------------------------------------------------------
</TABLE>
10
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Directors and officers of the Company and the Bank, and their associates,
were customers of and had transactions with the Company and the Bank during
1996. Additional transactions may be expected to take place in the future. All
outstanding loans, commitments to loan, transactions in repurchase agreements
and certificates of deposit and depository relationships, in the opinion of
management, were made in the ordinary course of business, on substantially the
same terms, including interest rates and collateral as those prevailing at the
time for comparable transactions with other persons and did not involve more
than the normal risk of collectibility or present other unfavorable features,
except as follows. Pursuant to a program offered to senior officers and certain
employees of the Bank at the time, Ms. Carol S. Hoekstra, now a Vice President
of the Bank but a mid-level employee at the time originated, has a first
mortgage loan at a rate which is one half percent lower than that offered to the
general public at the date of origination. The outstanding balance on the loan
at December 31, 1996 was $93,371. As of 1990 this program was discontinued for
senior officers.
All loans by the Bank to its senior officers and directors are subject to
Office of Thrift Supervision regulations. A savings association is generally
prohibited from making loans to its senior officers and directors at favorable
rates or on terms not comparable to those prevailing to the general public. The
Bank presently does not offer any preferential loans to its senior officers or
directors.
On January 20, 1987, the Bank made a $1.0 million loan to the Grace Baptist
Church which is located in Kankakee. The Bank sold a $250,000 participation
interest in this loan to another financial institution and retained a $750,000
interest in such loan. Mr. Cox, the President and Chief Executive Officer of
the Bank, serves on the governing body of this church. This loan was made on
terms no more favorable than those available to the general public. At December
31, 1996, the loan was performing and the balance of the Bank's interest in such
loan was approximately $369,000.
RATIFICATION OF THE APPOINTMENT OF AUDITORS
Stockholders will be asked to approve the appointment of McGladrey &
Pullen, LLP, as the Company's independent public accountants to conduct the
audit for the year ending December 31, 1997. A proposal will be presented at
the annual meeting to ratify the appointment of McGladrey & Pullen. If the
appointment of McGladrey & Pullen is not ratified, the matter of the appointment
of independent public accountants will be considered by the Board of Directors.
A representative of McGladrey & Pullen, LLP is expected to attend the annual
meeting and will be available to respond to appropriate questions and to make a
statement if he or she so desires.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE
RATIFICATION OF THE APPOINTMENT OF MCGLADREY & PULLEN, LLP, AS THE COMPANY'S
AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 1997.
STOCKHOLDER PROPOSALS
In order to be eligible for inclusion in the Company's proxy materials for
next year's Annual Meeting of Stockholders, any stockholder proposal to take
action at such meeting must be received at the Company's executive offices, 310
S. Schuyler Avenue, P.O. Box 3, Kankakee, Illinois 60901-0003, no later than
November 14, 1997.
11
<PAGE>
OTHER MATTERS
The Board of Directors is not aware of any business to come before the
Meeting other than the matters described above in this Proxy Statement.
However, if any other matters 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 Company Common Stock. In addition to solicitation
by mail, directors and officers of the Company and regular employees of the Bank
may solicit proxies personally, by fax or by telegraph or telephone, without
additional compensation. The Company has retained Morrow & Company to assist,
as necessary, in the solicitation of proxies, for a fee estimated to be
approximately $3,500 plus reasonable out-of-pocket expenses.
By Order of the Board of Directors
Michael A. Stanfa
SECRETARY
Kankakee, Illinois
March 14, 1997
12
<PAGE>
PROXY KANKAKEE BANCORP, INC. PROXY
PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS -- APRIL 25, 1997
The undersigned hereby appoints William Cheffer, James G. Schneider and
Michael A. Stanfa, or any of them acting in the absence of the others, with
power of substitution, attorneys and proxies, for and in the name and place of
the undersigned, to vote the number of shares of Common Stock that the
undersigned would be entitled to vote if then personally present at the Annual
Meeting of the Stockholders of Kankakee Bancorp, Inc., to be held at Sully's-
Sullivan's Warehouse, a restaurant located at 555 South West Avenue, Kankakee,
Illinois 60901, on Friday, April 25, 1997, at 10:00 a.m., local time, or any
adjournments or postponements thereof, upon the matters set forth in the Notice
of Annual Meeting and Proxy Statement (receipt of which is hereby acknowledged)
as designated on the reverse side, and in their discretion, the proxies are
authorized to vote upon such other business as may come before the meeting:
/ / Check here for address change. / / Check here if you plan to attend
the meeting.
New Address:_________________________
_____________________________________
_____________________________________
(Continued and to be signed on reverse side.)
<PAGE>
KANKAKEE BANCORP, INC.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY
1. Election of Directors
Charles C. Huber, Thomas M. Schneider and Wesley E. Walker
For Withheld For All
All All Except
/ / / / / /
_______________________
Nominee Exception
2. To ratify the selection of McGladrey & Pullen, LLP as auditors for the
Company for 1997.
For Against Abstain
/ / / / / /
The Board of Directors recommends a vote FOR all proposals.
THIS PROXY WILL BE VOTED IN ACCORDANCE WITH SPECIFICATION MADE. IF NO CHOICES
ARE INDICATED, THIS PROXY WILL BE VOTED FOR ALL PROPOSALS.
Dated: ___________________________________________________________________, 1997
Signature(s) ___________________________________________________________________
___________________________________________________________________
NOTE: Please sign exactly as your name(s) appears. For joint accounts, each
owner should sign. When signing as executor, administrator, attorney, trustee or
guardian, etc., please give your full title.
