<PAGE>
SCHEDULE 14A INFORMATION
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
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 (S) 240.14a-11(c) or (S) 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)(4) 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.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
[KANKAKEE BANCORP, INC. LOGO]
310 South Schuyler Avenue
P.O. Box 3 (815) 937-4440
Kankakee, IL 60901-0003 Fax (815) 937-3674
March 17, 2000
Dear Fellow Stockholder:
On behalf of the board of directors and management of Kankakee Bancorp,
Inc., we cordially invite you to attend the eighth annual meeting of
stockholders of Kankakee Bancorp. The meeting will be held at 10:00 a.m., on
Friday, April 21, 2000, 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 Kankakee Bancorp. 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 us additional expense
in soliciting proxies and will ensure that your shares are represented at the
meeting.
A copy of our annual report to stockholders for the year 1999 is also
enclosed. Thank you for your attention to this important matter.
Very truly yours,
/s/ William Cheffer
------------------------------------
William Cheffer
Chairman of the Board, President
and Chief Executive Officer
<PAGE>
[KANKAKEE BANCORP, INC. LOGO]
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 21, 2000
Notice is hereby given that the annual meeting of stockholders of Kankakee
Bancorp, Inc. will be held at 10:00 a.m., Kankakee, Illinois time, on Friday,
April 21, 2000 at Sully's-Sullivan's Warehouse, a restaurant located at 555
South West Avenue, Kankakee, Illinois 60901. The annual meeting is for the
purpose of considering and acting upon:
1. The election of three directors of Kankakee Bancorp;
2. The ratification of the appointment of McGladrey & Pullen, LLP, as
auditors of Kankakee Bancorp for the fiscal year ending December 31,
2000; and
3. To act upon such other business as may properly come before the annual
meeting or any adjournments or postponements of the meeting.
We are not aware of any other business to come before the annual meeting.
Any action may be taken on any one of the foregoing proposals at the annual
meeting on the date specified above, or on any date or dates to which the annual
meeting may be adjourned or postponed. Stockholders of record at the close of
business on March 1, 2000 are the stockholders entitled to vote at the annual
meeting and any adjournments or postponements of the meeting. In the event there
are not sufficient votes for a quorum or to approve or ratify any of the
foregoing proposals at the time of the annual meeting, the meeting may be
adjourned or postponed in order to permit further solicitation of proxies by
Kankakee Bancorp.
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 annual meeting in person.
By Order of the Board of Directors
/s/ Michael A. Stanfa
----------------------------------
Michael A. Stanfa
Secretary
Kankakee, Illinois
March 17, 2000
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE US 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. LOGO]
310 South Schuyler Avenue
P.O. Box 3 (815) 937-4440
Kankakee, IL 60901-0003 Fax (815) 937-3674
ANNUAL MEETING OF STOCKHOLDERS
April 21, 2000
INTRODUCTION
This proxy statement is furnished in connection with the solicitation of
proxies on behalf of the board of directors of Kankakee Bancorp, Inc. to be used
at our annual meeting of stockholders and at all adjournments or postponements
of the meeting. The meeting will be held at Sully's-Sullivan's Warehouse, a
restaurant located at 555 South West Avenue, Kankakee, Illinois, on Friday,
April 21, 2000 at 10:00 a.m. The accompanying notice of meeting, proxy card and
this proxy statement are first being mailed to stockholders on or about March
17, 2000. Certain of the information provided in this proxy statement relates
to Kankakee Federal Savings Bank, our wholly owned subsidiary.
At the annual meeting, our stockholders are being asked to consider and
vote upon the election of three directors and to ratify the appointment of
McGladrey & Pullen, LLP, as the independent auditors for the fiscal year ending
December 31, 2000. On March 1, 2000, we had 1,236,383 shares of common stock
outstanding, par value $.01 per share. Only holders of record of the common
stock at the close of business on March 1, 2000 will be entitled to vote at the
annual meeting and at all adjournments or postponements of the meeting.
Voting Rights and Proxy Information
All shares of common stock represented at the annual meeting by properly
executed proxies received prior to or at the meeting, and not revoked, will be
voted at the meeting in accordance with each stockholder's instructions. 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. We do not know of any matters, other than as described in the
notice of meeting, that are to come before the annual 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. A stockholder may revoke his or her proxy by:
. filing with our corporate secretary at or before the annual meeting a
written notice of revocation bearing a later date than the proxy;
. duly executing a subsequent proxy relating to the same shares and
delivering it to our corporate secretary at or before the annual
meeting; or
1
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. attending the annual 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.
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 annual 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, 2000, will be entitled to one vote for each share
then held.
Voting Securities and Principal Holders
The following table sets forth information as of March 1, 2000, regarding
share ownership of:
. those persons or entities known by us to beneficially own more than five
percent of our common stock;
. each executive officer named in the summary compensation table which can
be found later in this proxy statement; and
. 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 the shares. Unless otherwise noted, the address
of each five percent stockholder is 310 South Schuyler Avenue, Kankakee,
Illinois 60901.
<TABLE>
<CAPTION>
Shares Beneficially
Beneficial Owner Owned Percent of Class
- ---------------- ----- ----------------
<S> <C> <C>
First Securities America, Inc.(1)..................... 165,000 13.35%
135 North Meramec
Clayton, Missouri 63141
Jeffrey L. Gendell(2)................................. 117,400 9.50%
200 Park Avenue, Suite 3900
New York, New York 10166
Private Capital Management, Inc.(3)................... 98,700 7.98%
3003 Tamiami Trail N.
Naples, Florida 34103
Estate of James G. Schneider(4)....................... 51,561 4.01%
2803 Richard Road
Bloomington, Illinois 61704
David B. Cox(5)....................................... 21,159 1.70%
Vice President
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
Shares Beneficially
Beneficial Owner Owned Percent of Class
- ---------------- ----- ----------------
<S> <C> <C>
Ronald J. Walters(6).................................. 10,840 0.87%
Vice President and
Chief Financial Officer
Directors and executive officers...................... 233,505 17.38%
of Kankakee Bancorp as a group (12 persons)(7)
</TABLE>
_______________________
(1) This information is as reported to the Securities and Exchange Commission
in a Form 3 dated June 18, 1996.
(2) This information is as reported to the Securities and Exchange Commission
on a Schedule 13D/A dated April 14, 1998 and correspondence to us dated
January 12, 2000. 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.
(3) This information is as reported to the Securities and Exchange Commission
on a Schedule 13G dated February 16, 2000. Private Capital Management, Inc.
has no power to vote the shares and has shared power to dispose of the
shares.
(4) At the time of his death on February 15, 2000, Mr. Schneider served as
chairman, president and chief executive officer of Kankakee Bancorp. The
amount reported includes 49,875 shares subject to options granted under our
stock option plan and which are presently exercisable, over which shares
Mr. Schneider had no voting and sole investment power. Thomas M.
Schneider, a director and James G. Schneider's son, is the executor of the
estate.
(5) The amount reported includes 5,341 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 our
stock option plan and which are exercisable, over which shares Mr. Cox has
no voting and sole investment power. The amount reported also includes
4,506 shares allocated to Mr. Cox under our employee stock ownership plan,
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.
(6) The amount reported includes 2,516 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 4,500 shares subject to options granted under
our stock option plan and which are exercisable, over which shares Mr.
Walters has no voting and sole investment power. The amount reported also
includes 3,632 shares allocated to Mr. Walters under our employee stock
ownership plan, 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.
(7) This amount includes shares held directly, including 107,460 shares subject
to options granted under our stock option plan which are deemed to be
exercisable, as well as shares allocated to participant accounts under our
employee stock ownership plan, 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.
3
<PAGE>
ELECTION OF DIRECTORS
General
Our board of directors currently consists of six members. The board is
divided into three classes, each of which contains approximately one-third of
the board. One class of directors is elected annually. Our directors are
generally elected to serve for a three-year period or until their respective
successors are elected and qualified.
The table below sets forth information, as of March 1, 2000, regarding the
members of and nominees to our 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
annual 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 a substitute nominee recommended by the board of directors.
At this time, we do not know of any 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. We recommend that stockholders vote FOR each of the
nominees for director.
NOMINEES
<TABLE>
<CAPTION>
Shares of
Common
Term Stock Percent
Position(s) Held Director to Beneficially of
Name Age in Kankakee Bancorp Since(1) Expire Owned(2) Class
--- --- -------------------- --------- ------ ------------ -----
<S> <C> <C> <C> <C> <C> <C>
Charles C. Huber(5).......... 76 Director 1979 2003 22,170 1.78%
Thomas M. Schneider(6)....... 38 Director 1992 2003 64,312 4.97%
Wesley E. Walker(7).......... 64 Director 1986 2003 13,198 1.06%
DIRECTORS CONTINUING IN OFFICE
Larry D. Huffman(8).......... 53 Director 1992 2001 13,400 1.08%
William Cheffer(3)........... 69 Vice Chairman of 1988 2002 26,000 2.09%
the Board
Michael A. Stanfa(4)......... 50 Executive Vice 1995 2002 13,325 1.07%
President and
Secretary
</TABLE>
_______________________
(1) Includes service as a director of Kankakee Federal. Each of our directors
has served as a director since our incorporation in August, 1992, except
for Michael A. Stanfa, who became a director in 1995. As of March 1, 2000
the board consisted of six members as a result of the death of James G.
Schneider, who served as a director and as chairman of the board until his
death on February 15, 2000. It is anticipated that the board will appoint
a replacement for Mr. Schneider's position, which term expires in 2001, at
its regular meeting in March, 2000.
4
<PAGE>
(2) Amounts reported include shares held directly, including shares subject to
options granted under our stock option plan which are presently
exercisable, as well as shares which are held in retirement accounts and
shares held by 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 5,800 shares subject to options granted under
our stock option plan which are presently exercisable, with respect to
which shares Mr. Cheffer has no voting and sole investment power, and
11,200 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 2,758 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
our 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 3,223 shares allocated to Mr. Stanfa under our
employee stock ownership plan, with respect to which shares Mr. Stanfa has
sole voting and no investment power.
(5) The amount reported includes 300 shares held by the estate of 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 our 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
our 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. This amount also includes 1,686 shares
owned directly by James Schneider at the time of his death, 49,875 shares
beneficially owned by the Estate of James G. Schneider, of which Thomas M.
Schneider is executor, 281 as trustee of the James G. Schneider Trust and
2,730 as co-trustee of the J&P Schneider Education Trust. James G.
Schneider was the father of Thomas M. Schneider and both served on the
board of directors until James G. Schneider's death on February 15, 2000
(7) The amount reported includes 5,460 shares subject to options granted under
our 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 4,925 shares subject to options granted under
our stock option plan which are presently exercisable, with respect to
which shares Mr. Huffman has no voting and sole investment power, and 8,475
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. 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
directors, executive officers and persons who own more than 10% of our common
stock file reports of ownership and changes in ownership with
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<PAGE>
the Securities and Exchange Commission and with the exchange on which the shares
of common stock are traded. These persons are also required to furnish us with
copies of all Section 16(a) forms they file. Based solely on our review of the
copies of such forms furnished to us and, if appropriate, representations made
to us by any reporting person concerning whether a Form 5 was required to be
filed for 1999, we are not aware that any of our directors, executive officers
or 10% stockholders failed to comply with the filing requirements of Section
16(a) during 1999.
The business experience of each director and nominee is set forth below.
All directors have held their present positions for at least five years unless
otherwise indicated.
William Cheffer. On February 23, 2000, Mr. Cheffer was elected chairman,
president and chief executive officer of Kankakee Bancorp and chairman of
Kankakee Federal. Prior to that time, he had served as vice chairman of
Kankakee Bancorp and Kankakee Federal. In addition, until his retirement in
July, 1993, Mr. Cheffer was president and chief executive officer of Kankakee
Federal since June, 1990 and president and chief executive officer of Kankakee
Bancorp since August, 1992. Mr. Cheffer also served as president and chief
operating officer of Kankakee Federal from 1988 to 1990, and as senior vice
president and secretary of Kankakee Federal from 1974 to 1988. Mr. Cheffer
joined Kankakee Federal 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.
Larry D. Huffman, Ph.D. On February 23, 2000, Dr. Huffman was elected vice
chairman of both Kankakee Bancorp and Kankakee Federal. He 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, located in Bloomington, Illinois. Mr. Schneider has been
employed by State Farm Mutual Automobile Insurance Company in various capacities
since 1995.
Michael A. Stanfa. Mr. Stanfa has served as executive vice president of
Kankakee Bancorp since 1993 and has served as Secretary since its incorporation
in 1992. In addition to his positions at Kankakee Bancorp, Mr. Stanfa is also
senior vice president and secretary of Kankakee Federal and has served as the
organization's in-house legal counsel since 1986.
Meetings and Committees of the Board of Directors
Meetings of our board of directors are generally held on a monthly basis.
The board of directors met thirteen times during 1999. During 1999 no incumbent
director of Kankakee Bancorp 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. Our directors who are
also salaried officers are not paid for committee meetings attended.
The board of directors of Kankakee Bancorp has standing executive, audit,
long range planning, and stock option and compensation committees.
6
<PAGE>
The executive committee is comprised of Messrs. Cheffer, Huffman, 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 met two
times during 1999.
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 our books and records 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 Kankakee Federal
has an identical membership to that of Kankakee Bancorp and addresses many of
the same issues. Kankakee Bancorp's and Kankakee Federal's audit committees met
jointly five times during 1999.
The long range planning committee monitors economic trends, long-range
economic forecasts and makes recommendations for Kankakee Bancorp's and Kankakee
Federal's long-range business plans. The members of this committee are Messrs.
Cheffer, Huber, Huffman, T. Schneider and Stanfa. During 1999 this committee
met two times.
The stock option and compensation committee is comprised of Messrs. Huber
(chairman), Walker and Huffman. This committee is responsible for administering
our stock option plan and reviews compensation and benefit matters. During 1999
this committee met two times.
The entire board of directors acts as a nominating committee for selecting
nominees for election as directors. While our board of directors will consider
nominees recommended by stockholders, the board has not actively solicited such
nominations. Pursuant to our bylaws, nominations by stockholders must be
delivered in writing to the secretary at least 30 days before the date of the
annual meeting and must otherwise comply with the provisions of the bylaws.
EXECUTIVE COMPENSATION
Our executive officers do not receive any separate compensation for
services performed in their capacities as officers of Kankakee Bancorp.
However, for services performed for Kankakee Bancorp by certain officers, a
percentage of the salary paid by Kankakee Federal for those officers is
reimbursed by Kankakee Bancorp.
The following table sets forth information regarding compensation paid or
accrued to our chief executive officer and to each of our other most highly
compensated executive officers of Kankakee Bancorp and Kankakee Federal whose
aggregate salary and bonus exceeded $100,000 for 1999.
7
<PAGE>
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
- -------------------------------------------------------------------------------------------------------------------
Long Term
Annual Compensation
Compensation Awards
- -------------------------------------------------------------------------------------------------------------------
(a) (b) (c) (d) (e) (f) (g) (h)
Fiscal
Year Restricted Securities
Ended Other Annual Stock Underlying All Other
Name and December Bonus ($) Compensation Awards ($) Options/ Compensation
Principal Position 31st Salary($)(1) ($) SARs(#) ($)
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
James G. Schneider 1999 $106,692 $ --- $ --- $ --- $ --- $11,737(3)
Chairman, President 1998 109,731 --- --- --- --- 12,581(4)
and Chief Executive 1997 103,962 --- --- --- --- 12,878(5)
Officer of Kankakee
Bancorp(2)
- -------------------------------------------------------------------------------------------------------------------
David B. Cox 1999 $150,205 $ --- $ --- $ --- $ --- $16,504(3)
Vice President of 1998 147,115 --- --- --- --- 16,868(4)
Kankakee Bancorp 1997 144,818 --- --- --- --- 19,306(5)
and President and
Chief Executive
Officer of the
Kankakee Federal
Savings Bank
- -------------------------------------------------------------------------------------------------------------------
Ronald J. Walters 1999 $108,849 $ --- $ --- $ --- $ --- $11,974(3)
Vice President and 1998 107,966 --- --- --- --- 12,379(4)
Chief Financial 1997 100,229 --- --- --- --- 13,352(5)
Officer of Kankakee
Bancorp
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
_______________________
(1) Includes amounts deferred under the 401(k) plan.
(2) This information is required to be reported under the federal securities
laws with respect to Mr. Schneider because he was the chief executive
officer of Kankakee Bancorp in 1999.
(3) Represents contributions made under Kankakee Federal's retirement plan and
the cost to Kankakee Bancorp of share allocations made under our employee
stock ownership plan in 1999. The dollar amounts of these contributions
and allocations were $7,468 and $4,269 for Mr. Schneider, $10,501 and
$6,003 for Mr. Cox, and $7,619 and $4,355 for Mr. Walters, respectively.
(4) Represents contributions made under Kankakee Federal's retirement plan and
the cost to Kankakee Bancorp of share allocations made under our employee
stock ownership plan 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.
8
<PAGE>
(5) Represents contributions made under Kankakee Federal's retirement plan and
the cost to Kankakee Bancorp of share allocations made under our employee
stock ownership plan 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 $5,400 for Mr. Walters, respectively.
The following table sets forth certain information concerning the number
and value of stock options at December 31, 1999 held by the named executive
officers.
<TABLE>
<CAPTION>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END
OPTION/SAR VALUES
- ---------------------------------------------------------------------------------------------------------------------------
Number of
Securities
Underlying Value of
Shares Unexercised Unexercised In-
Acquired Options/SARs at the-Money
on Value FY-End Options/SARs
Name Exercise Realized (#)(d) at FY-End ($)(e)
(#)(a) (#)(b) ($)(c) Exercisable Unexercisable Exercisable Unexercisable
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
James G. Schneider(1) --- $ --- 49,875 --- $492,516 $ ---
- ---------------------------------------------------------------------------------------------------------------------------
David B. Cox --- $ --- 5,400 --- $ 53,325 $ ---
- ---------------------------------------------------------------------------------------------------------------------------
Ronald J. Walters 1,450 $28,831 4,500 --- $ 44,438 $ ---
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
- ----------------
(1) This information is required to be reported under the federal securities
laws with respect to Mr. Schneider because he was the chief executive
officer of Kankakee Bancorp in 1999.
The Stock Option and Compensation Committee Report on Executive Compensation
The incorporation by reference of this proxy statement into any document
filed with the Securities and Exchange Commission by us 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 of the board of directors is
composed of three outside directors who are not employees or former employees of
Kankakee Bancorp, Kankakee Federal or its predecessors, and is responsible for
recommendations to the board for compensation of executive officers of Kankakee
Federal and Kankakee Bancorp. At this time no separate salary is paid to our
executive officers. However, a portion of the officers' Kankakee Federal salary
is allocated to Kankakee Bancorp expense for work performed by the officers. In
determining compensation, the following factors are generally taken into
consideration:
. Kankakee Federal maintains a base salary administration and performance
program. The purpose of the program is to provide equitable, competitive
and performance-based salaries for all Kankakee Federal employees. The
executive officers are reviewed on an annual basis by the president of
Kankakee Federal, 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.
. The performance of the executive officers in achieving the short and
long term goals of Kankakee Bancorp. Our long range planning committee
is responsible for establishing these short and long term goals.
9
<PAGE>
. Payment of compensation commensurate with the ability and expertise of
the executive officers.
. 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 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 Kankakee Federal's incentive plan, our
employee stock ownership plan and our 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 1999 compensation of Mr. James G. Schneider, the chief executive
officer of Kankakee Bancorp during 1999, and Mr. David B. Cox, a vice president
of Kankakee Bancorp and the president and chief executive officer of Kankakee
Federal, 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 Kankakee Federal 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 us 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 our 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 our request.
10
<PAGE>
Comparison of Cumulative Total Returns*
[PERFORMANCE GRAPH APPEARS HERE]
*Assumes $100 invested on December 31, 1994, and that all dividends were
reinvested.
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
12/31/94 12/31/95 12/31/96 12/31/97 12/31/98 12/31/99
- ------------------------------------------------------------------------------------------------------------------------------
Kankakee Bancorp-IL $ 100.00 $ 120.61 $ 161.30 $ 250.21 $ 173.32 $ 135.54
- ------------------------------------------------------------------------------------------------------------------------------
Standard & Poor's Stock 500 Index $ 100.00 $ 137.58 $ 169.03 $ 225.44 $ 289.79 $ 350.78
- ------------------------------------------------------------------------------------------------------------------------------
SNL AMEX Thrift Index $ 100.00 $ 141.85 $ 120.25 $ 289.35 $ 223.98 $ 214.60
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Directors and officers of Kankakee Bancorp and Kankakee Federal, and their
associates, were customers of and had transactions with Kankakee Bancorp and
Kankakee Federal during 1999. 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
11
<PAGE>
officers and certain employees of Kankakee Federal at the time, Ms. Carol S.
Hoekstra, a senior vice president of Kankakee Federal, 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, 1999 was approximately $88,000. As of 1990, this program was
discontinued for senior officers.
All loans by Kankakee Federal 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. Kankakee Federal presently does not offer any preferential loans to its
senior officers or directors.
On May 1, 1998, Kankakee Federal refinanced three loans to the Grace
Baptist Church in the aggregate amount of $500,317, including a new principal
amount of $21,267. Kankakee Federal 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 Kankakee Federal, 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, 1999, the loan was
performing and the balance of Kankakee Federal's interest in such loan was
approximately $309,457.
RATIFICATION OF THE APPOINTMENT OF AUDITORS
Stockholders will be asked to approve the appointment of McGladrey &
Pullen, LLP, as our independent public accountants to conduct the audit for the
year ending December 31, 2000. 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.
We unanimously recommend that you vote FOR the ratification of the
appointment of McGladrey & Pullen, LLP, as our auditors for the fiscal year
ending December 31, 2000.
STOCKHOLDER PROPOSALS
In order to be eligible for inclusion in our proxy materials for next
year's annual meeting of stockholders, any stockholder proposal to take action
at such meeting must be received at our executive offices, 310 S. Schuyler
Avenue, P.O. Box 3, Kankakee, Illinois 60901-0003, no later than November 18,
2000.
OTHER MATTERS
We are not aware of any business to come before the annual 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.
12
<PAGE>
We will pay the cost of the solicitation of proxies. We 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
our common stock. In addition to solicitation by mail, directors and officers
of Kankakee Bancorp and regular employees of Kankakee Federal may solicit
proxies personally, by fax or by telegraph or telephone, without additional
compensation. We have 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
/s/ Michael A. Stanfa
----------------------------------
Michael A. Stanfa
Secretary
Kankakee, Illinois
March 17, 2000
13
<PAGE>
KANKAKEE BANCORP, INC.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY
<TABLE>
<CAPTION>
<S> <C> <C> <C>
For All
For Withheld Except For Against Abstain
1. Election of Directors: [_] [_] [_] __________________ 2. To ratify the selection of [_] [_] [_]
Charles C. Huber, Nominee Exception McGladrey & Pullen, LLP,
Thomas M. Schneider as auditors for Kankakee
and Wesley E. Walker Bancorp, Inc. for 2000.
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: _________________________________________ , 2000
_______________________________________________________
_______________________________________________________
Signature(s)
- ------------------------------------------------------------------------------------------------------------------------------------
FOLD AND DETACH HERE
PLEASE VOTE, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
</TABLE>
<PAGE>
PROXY PROXY
KANKAKEE BANCORP, INC.
Proxy Solicited on Behalf of The Board of Directors
For The Annual Meeting of Stockholders--April 21, 2000
The undersigned hereby appoints William Cheffer, Larry D. Huffman 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 21, 2000, 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.)
