<PAGE>
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 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):
/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE>
----------------------
KANKAKEE BANCORP, INC.
----------------------
310 South Schuyler Avenue
P.O. Box 3 (815) 937-4440
Kankakee, IL 60901-0003 Fax (815) 937-3674
March 12, 1999
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 seventh Annual
Meeting of Stockholders of the Company. The meeting will be held at 10:00
a.m., on Friday, April 23, 1999, at Sully's-Sullivan's Warehouse, a
restaurant located at 555 South West Avenue, Kankakee, Illinois 60901.
The two individuals whom your Board of Directors has nominated to serve
as directors are each incumbent directors. In addition to the election of
the two 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 1998
is also enclosed. Thank you for your attention to this important matter.
Very truly yours,
[SIG]
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 23, 1999
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 23, 1999 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 two 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, 1999;
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 1, 1999 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
[SIG]
Michael A. Stanfa
SECRETARY
Kankakee, Illinois
March 12, 1999
- -----------------------------------------------------------------------------
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 23, 1999
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 23,
1999 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 12, 1999. 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 two 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, 1999. On March
1, 1999, the Company had 1,357,508 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 1, 1999 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 1, 1999, 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 1, 1999,
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.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY PERCENT OF
BENEFICIAL OWNER OWNED CLASS
---------------- ----- -----
<S> <C> <C>
5% STOCKHOLDERS
First Securities America, Inc.......... 165,000 12.2%
135 North Meramec
Clayton, Missouri 63141(1)
Jeffrey L. Gendell..................... 136,100 10.0%
200 Park Avenue, Suite 3900
New York, New York 10166(2)
EXECUTIVE OFFICERS
James G. Schneider..................... 68,706 4.9%
Chairman, President and
Chief Executive Officer(3)
David B. Cox........................... 20,443 1.5%
Vice President(4)
Ronald J. Walters...................... 11,794 0.9%
Vice President and
Chief Financial Officer(5)
Directors and executive officers....... 257,119 17.4%
of the Company as a group (15 persons)(6)
</TABLE>
- -----
(1) This information is as reported to the Securities and Exchange Commission
(the "SEC") in a Form 3 dated June 18, 1996.
(2) This information is as reported to the SEC on a Schedule 13D/A dated April
14, 1998. Mr. Gendell reported holding such shares individually and as the
managing member of Tontine Management, LLC and Tontine Overseas Associates,
LLC, and as the general partner of Tontine Financial Partners, L.P.
2
<PAGE>
(3) The amount reported includes 10,113 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 presently exercisable, over which shares
Mr. Schneider has no voting and sole investment power. The amount reported
also includes 3,421 shares allocated to Mr. Schneider under the Company's
Employee Stock Ownership Plan (the "ESOP"), with respect to which shares
Mr. Schneider has sole voting and no investment power.
(4) The amount reported includes 5,245 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 includes
3,885 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.
(5) The amount reported includes 2,471 shares held in the 401(k) Plan for the
benefit of Mr. Walters, over which shares Mr. Walters has shared voting and
sole investment power, and 5,950 shares subject to options granted under
the Stock Option Plan and which are exercisable, over which shares Mr.
Walters has no voting and sole investment power. The amount reported also
includes 3,181 shares allocated to Mr. Walters under the ESOP, with respect
to which shares Mr. Walters has sole voting and no investment power, and
192 shares held by Mr. Walters' spouse, with respect to which shares Mr.
Walters shares voting and investment power.
(6) This amount includes shares held directly, including 119,985 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.
ELECTION OF DIRECTORS
GENERAL
The Company's Board of Directors currently consists of seven members. 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 1, 1999,
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.
3
<PAGE>
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>
William Chefffer(3). . . . . . . . . . . 68 Vice Chairman of the 1988 2002 29,000 2.1%
Board
Michael A. Stanfa (4). . . . . . . . . . 49 Executive Vice 1995 2002 12,880 0.9%
President and Secretary
DIRECTORS CONTINUING IN OFFICE
Charles C. Huber(5). . . . . . . . . . . 75 Director 1979 2000 22,170 1.6%
Thomas M. Schneider(6) . . . . . . . . . 37 Director 1992 2000 9,740 0.7%
Wesley E. Walker(7). . . . . . . . . . . 63 Director 1986 2000 13,338 1.0%
James G. Schneider(8). . . . . . . . . . 73 Chairman of the Board, 1955 2001 68,706 4.9%
President and Chief
Executive Officer
Larry D. Huffman(9). . . . . . . . . . . 52 Director 1992 2001 13,400 1.0%
</TABLE>
- -----
(1) Includes service as a director of the Bank. Each of the directors of the
Company has served in such capacity since its incorporation in August 1992,
except for Michael A. Stanfa, who became a director in 1995.
(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 10,000 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 9,000
shares held by Mr. Cheffer's spouse, with respect to which shares Mr.
Cheffer has no voting or investment power.
(4) The amount reported includes 2,708 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 2,828 shares allocated to Mr. Stanfa under the ESOP,
with respect to which shares Mr. Stanfa has sole voting and no investment
power.
(5) The amount reported includes 300 shares held by Mr. Huber's spouse, with
respect to which shares Mr. Huber has no voting or 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.
(6) 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 814
shares held jointly with his spouse, with respect to which Mr. Schneider
shares voting and investment power.
4
<PAGE>
(7) The amount reported includes 7,485 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 2,025
shares held jointly with his spouse, with respect to which Mr. Walker
shares voting and investment power.
(8) The amount reported includes 10,113 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 presently exercisable,
over which shares Mr. Schneider has no voting and sole investment power.
The amount reported also includes 3,421 shares allocated to Mr. Schneider
under the ESOP, with respect to which shares Mr. Schneider has sole voting
and no investment power.
(9) The amount reported includes 8,025 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 5,375
shares held jointly with his spouse, with respect to which Mr. Huffman
shares voting and investment power.
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 1998, 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, 1998 through December 31, 1998.
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.
5
<PAGE>
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 Automobile Insurance Company, Corporate
Law Department, Bloomington, Illinois. Mr. Schneider has been employed by State
Farm Mutual Automobile Insurance Company in various capacities since 1995. 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.
MICHAEL A. STANFA. Mr. Stanfa has served as Executive Vice President of
the Company since 1994 and has served as Secretary of the Company since its
incorporation in 1992. In addition to his positions at the Company, Mr. Stanfa
is also Senior Vice President and Secretary of the Bank and has served as the
organization's in-house legal counsel since 1986.
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 1998. During 1998 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.
During 1998 this committee met two times.
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 1998 the Company's and the Bank's Audit Committee each met
five 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 1998 this
committee met three times.
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 1998 this committee met one time.
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
6
<PAGE>
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.
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 $100,000 for 1998.
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------------
SUMMARY COMPENSATION TABLE
- ----------------------------------------------------------------------------------------------------------------------------------
LONG TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
- ----------------------------------------------------------------------------------------------------------------------------------
(a) (b) (c) (d) (e) (f) (g) (h)
FISCAL
YEAR SECURITIES
ENDED RESTRICTED UNDERLYING ALL OTHER
NAME AND DECEMBER OTHER ANNUAL STOCK OPTIONS/ COMPENSATION
PRINCIPAL POSITION 31ST SALARY($)(1) BONUS ($) COMPENSATION ($) AWARDS ($) SARS(#) ($)
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
James G. Schneider 1998 $ 109,731 $ --- $ --- $ --- --- $12,581(2)
Chairman, President and 1997 103,962 --- --- --- --- 12,878(3)
Chief Executive Officer 1996 100,038 --- --- --- --- 18,555(4)
of the Company
- ----------------------------------------------------------------------------------------------------------------------------------
David B. Cox 1998 $ 147,115 $ --- $ --- $ --- --- $16,868(2)
Vice President of the 1997 144,818 --- --- --- --- 19,306(3)
Company and President 1996 115,701 --- --- --- --- 15,258(4)
and Chief Executive
Officer of the Bank
- ----------------------------------------------------------------------------------------------------------------------------------
Ronald J. Walters 1998 $ 107,966 $ --- $ --- $ --- --- $12,379(2)
Vice President and 1997 100,229 --- --- --- --- 13,352(3)
Chief Financial Officer 1996 95,227 --- --- --- --- 13,239(4)
of the Company
- ----------------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------------
</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 cost to the Company of share allocations made
under the ESOP in 1998. The dollar amounts of these contributions and
allocations were $7,681 and $4,900 for Mr. Schneider, $10,298 and $6,570
for Mr. Cox, and $7,558 and $4,821 for Mr. Walters, respectively.
(3) Represents contributions made under the Bank's Retirement Plan (the
"Retirement Plan") and the cost to the Company of share allocations made
under the ESOP in 1997. The dollar amounts of these contributions and
allocations were $7,277 and $5,601 for Mr. Schneider, $11,505 and $7,801
for Mr. Cox, and $7,952 and $5,400 for Mr. Walters, respectively.
7
<PAGE>
(4) Represents contributions made under the Retirement Plan and the cost to the
Company of share allocations made under the ESOP in 1996. The dollar
amounts of these contributions and allocations were $11,319 and $7,236 for
Mr. Schneider, $9,001 and $6,257 for Mr. Cox, and $7,283 and $5,956 for Mr.
Walters, respectively.
The following table sets forth certain information concerning the number
and value of stock options at December 31, 1998 held by the named executive
officers. No stock options were exercised during 1998 by such persons.
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------------
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END
OPTION/SAR VALUES
- ----------------------------------------------------------------------------------------------------------------------------------
SHARES NUMBER OF SECURITIES
ACQUIRED UNDERLYING UNEXERCISED VALUE OF UNEXERCISED IN-
ON VALUE OPTIONS/SARS AT FY-END THE-MONEY OPTIONS/SARS
NAME EXERCISE REALIZED (#)(d) AT FY-END ($)(e)
(#)(a) (#)(b) ($)(c) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
James G. Schneider --- $--- 49,850 --- $ 791,369 $ ---
- ----------------------------------------------------------------------------------------------------------------------------------
David B. Cox --- $--- 5,400 --- $ 85,725 $ ---
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Ronald J. Walters --- $--- 5,950 --- $ 94,456 $ ---
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</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
8
<PAGE>
granted, officers may also participate in an incentive program based upon
achievement of certain target performance levels.
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 1998 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
9
<PAGE>
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 five year comparison of cumulative total
returns on an investment of $100 in the Company's Common Stock, the Standard &
Poor's 500 Stock Index and the SNL American Stock Exchange Thrift Index. The
graph was prepared by SNL Securities, Charlottesville, Virginia, at the request
of the Company.
COMPARISON OF CUMULATIVE TOTAL RETURNS*
[GRAPH]
*Assumes $100 invested on December 31, 1993, and that all dividends were
reinvested.
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
12/31/93 12/31/94 12/31/95 12/31/96 12/31/97 12/31/98
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Kankakee Bancorp-IL $100.00 $ 97.25 $111.87 $149.61 $232.08 $160.76
Standard & Poor's Stock 500 Index $100.00 $101.32 $139.39 $171.26 $228.42 $293.69
SNL AMEX Thrift Index $100.00 $ 94.35 $133.83 $160.63 $273.00 $211.32
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
</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
1998. 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, a Vice President of
the Bank, 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 loan origination. The
outstanding balance on such loan at December 31, 1998 was $90,244. 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 May 1, 1998, the Bank refinanced three loans to the Grace Baptist Church
in the aggregate amount of $500,317, including a new principal amount of
$21,267. The Bank sold a participation interest in this loan to another
financial institution in the amount of $171,039. 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, 1998, the loan was performing and the
balance of the Bank's interest in such loan was approximately $308,497.
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, 1999. A proposal will be presented at
the annual meeting to ratify the appointment of McGladrey & Pullen, LLP. If the
appointment of McGladrey & Pullen, LLP, 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, 1999.
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 12, 1999.
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
[SIG]
Michael A. Stanfa
SECRETARY
Kankakee, Illinois
March 12, 1999
12
<PAGE>
KANKAKEE BANCORP, INC
PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS -- APRIL 23, 1999
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 23, 1999, 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 /X/
For All
1. Election of Directors: For Withheld Except
William Cheffer and / / / / / /
Michael A. Stanfa --------------------
Nominee's Excepted
For Against Abstain
2. To ratify the selection of McGladrey & / / / / / /
Pullen, LLP, as auditors for the Company
for 1999.
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
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.
Dated , 1999
--------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Signature(s)
- FOLD AND DETACH HERE -
PLEASE VOTE, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
