PROXY STANDARD FINANCIAL, INC. PROXY
PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS -- APRIL 24, 1997
The undersigned hereby appoints David H. Mackiewich, Thomas M.
Ryan and Randall R. Schwartz, 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 Standard Financial, Inc., to be held at Marie's Ashton Place 341
West 75th Street, Willowbrook, Illinois, on Thursday, April 24, 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
New Address:____________________ plan to attend the
meeting.
________________________________
________________________________
(Continued and to be signed on reverse side.)
STANDARD FINANCIAL, INC.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY (X)
For all
For Withheld except For Against Abstain
( ) ( ) ( ) ( ) ( ) ( )
1. Election of Directors 3. Ratification of Appointment
David H. Mackiewich, _______________ of Ernst & Young LLP
Thomas A. Nominee Exception as auditors for Company
Kisielius, for 1997 (the Board of
M.D. and Directors recommends a vote
Nominee "FOR").
Exception Sharon
Reese Dalenberg
(the Board of
Directors recommends
a vote "FOR").
For Withheld Abstain
( ) ( ) ( )
2. Stockholder Proposal
(the Board of Directors
recommends a vote "AGAINST").
THIS PROXY WILL BE VOTED IN
ACCORDANCE WITH SPECIFICATIONS MADE.
IF CHOICES ARE NOT INDICATED, THIS
PROXY WILL BE VOTED FOR PROPOSALS 1
AND 3 AND AGAINST PROPOSAL 2.
Dated: ______________________, 1997
NOTE: Please sign exactly as
your name(s) appears. For joint
accounts, each owner should sign.
When signing as executor, Signature(s)__________________________
administrator, attorney, trustee
or guardian, etc., please __________________________
give your full title.
[GRAPHIC OMITTED]
March 24, 1997
Dear Stockholder:
On behalf of the Board of Directors and management of
Standard Financial, Inc., we cordially invite you to attend the Annual
Meeting of Stockholders of Standard Financial, Inc. to be held at 10:00
a.m. on April 24, 1997, at Marie's Ashton Place, 341 West 75th Street,
Willowbrook, Illinois. The accompanying Notice of Annual Meeting of
Stockholders and Proxy Statement discuss the business to be conducted at
the meeting. We have also enclosed a copy of the Company's 1996 Annual
Report to Stockholders for your review. At the meeting, we shall report
on Company operations and the outlook for the year ahead.
Your Board of Directors has nominated three persons to
serve as Class III directors. We recommend that you vote your shares for
the Board's nominees. Stockholders will also be asked to consider a
proposal put forth by a stockholder of the Company. The Board recommends
that you vote against the stockholder proposal, as more fully set forth
in the Proxy Statement.
We encourage you to attend the meeting in person. Whether
or not you plan to attend, however, please complete, DATE, SIGN AND
RETURN THE ENCLOSED PROXY CARD in the enclosed envelope. This will
assure that your shares are represented at the meeting.
We look forward with pleasure to seeing and visiting with
you at the meeting.
Very truly yours,
David H. Mackiewich
Chairman of the Board
and President
800 Burr Ridge Parkway, Burr Ridge, Illinois 60521-6446,
Telephone: (630) 986-4900
[GRAPHIC OMITTED]
NOTICE OF
ANNUAL MEETING OF STOCKHOLDERS
To Be Held on April 24, 1997
NOTICE IS HEREBY GIVEN that the Annual Meeting of
Stockholders (the "Annual Meeting") of Standard Financial, Inc. (the
"Company") will be held at Marie's Ashton Place, 341 West 75th Street,
Willowbrook, Illinois, at 10:00 a.m., Chicago time, on April 24, 1997,
for the following purposes, all of which are more fully set forth in the
accompanying Proxy Statement:
1. To elect three (3) Class III directors for a three-year
term or until their successors are elected and qualified;
2. To consider and vote upon a stockholder proposal which
is described in the attached Proxy Statement;
3. To ratify the appointment by the Company's Board of
Directors of Ernst & Young LLP as the Company's
independent auditors for the fiscal year ending
December 31, 1997;
4. To transact such other business as may properly come
before the meeting or any adjournments or postponements
thereof. Management is not aware of any other such
business.
The foregoing items are fully discussed in the Proxy
Statement which accompanies this notice. A copy of the Company's Annual
Report is also enclosed.
The Board of Directors of the Company has fixed February
25, 1997 as the record date for the determination of stockholders
entitled to notice of and to vote at the Annual Meeting and at any
adjournments or postponements thereof. Only those stockholders of record
as of the close of business on that date will be entitled to vote at the
Annual Meeting or at any such adjournments or postponements.
You are cordially invited to attend the Annual Meeting.
It is important that your shares be represented regardless of the number
you own. Even if you plan to attend the Annual Meeting, you are urged to
complete, sign, date and return promptly the enclosed proxy to give
voting instructions with respect to your shares of Common Stock. If you
attend the Annual Meeting, you may vote either in person or by proxy.
Returning the enclosed proxy will not affect your right to vote in
person if you do attend the Annual Meeting, as any proxy given may be
revoked by you in writing or in person at any time prior to the exercise
thereof.
BY ORDER OF THE BOARD OF DIRECTORS
Leonard A. Metheny, Sr.
Vice President/Secretary
Burr Ridge, Illinois
March 24, 1997
800 Burr Ridge Parkway, Burr Ridge, Illinois 60521-6446,
Telephone: (630) 986-4900
[GRAPHIC OMITTED]
-----------
PROXY STATEMENT
-----------
ANNUAL MEETING OF STOCKHOLDERS
April 24, 1997
This Proxy Statement is furnished to holders of common
stock, $0.01 par value per share ("Common Stock"), of Standard
Financial, Inc., a Delaware corporation (the "Company"). Proxies are
being solicited on behalf of the Board of Directors of the Company to be
used at the Annual Meeting of Stockholders (the "Annual Meeting") to be
held at Marie's Ashton Place, 341 West 75th Street, Willowbrook,
Illinois, at 10:00 a.m., Chicago time, on April 24, 1997, and at any
adjournments or postponements thereof, for the purposes set forth in the
attached Notice of Annual Meeting of Stockholders. This Proxy Statement
and the attached Notice of Annual Meeting of Stockholders are being sent
to stockholders on or about March 24, 1997.
The Board of Directors of the Company does not intend to
bring any matters before the Annual Meeting except those indicated in
the Notice of Annual Meeting of Stockholders and does not know of any
matter which anyone else may properly present for action at the Annual
Meeting. If any other matters properly come before the Annual Meeting,
however, the persons named in the enclosed proxy, or their duly
constituted substitutes acting at the Annual Meeting, will be authorized
to vote or otherwise act thereon in accordance with their judgment on
such matters.
The proxy solicited hereby, if properly signed and
returned to the Company and not revoked prior to its use, will be voted
in accordance with the instructions contained therein. If no contrary
instructions are given, each proxy received will be voted for the
Board's nominees for director and against the stockholder proposal, and,
should any other business properly come before the meeting, will be
voted in accordance with the best judgment of the persons appointed as
proxies. Any stockholder giving a proxy has the power to revoke it at
any time before it is exercised by: (i) filing written notice of such
revocation with the Secretary of the Company; (ii) submitting a duly
executed proxy bearing a later date; or (iii) appearing at the Annual
Meeting and giving the Secretary of the Company notice of his or her
intention to vote in person. Proxies solicited hereby may be exercised
only at the Annual Meeting and any adjournments or postponements thereof
and will not be used for any other meeting.
VOTING
Only stockholders of record at the close of business on
February 25, 1997 will be entitled to vote at the Annual Meeting. On
such date, there were 16,172,116 shares of Common Stock issued and
outstanding, and the Company had no other class of equity securities
outstanding. Each share of Common Stock is entitled to one vote on each
matter to be voted upon at the Annual Meeting. The holders of a majority
of the shares of Common Stock entitled to vote, present in person or
represented by proxy, constitute a quorum at the Annual Meeting.
Directors are elected by a plurality of the votes cast in person or by
proxy with a quorum present. In all other matters, the affirmative vote
of a majority of the votes cast in person or by proxy with a quorum
present shall constitute stockholder approval. Abstentions and broker
"non-votes" will be considered in determining the presence of a quorum
but will not affect the vote required for the election of directors or
consideration of the proposal.
ELECTION OF DIRECTORS
Election of Directors
At the Annual Meeting, the stockholders will be entitled
to elect three (3) Class III directors for a term expiring in 2000. The
directors of the Company are divided into three classes having staggered
terms of three years. Stockholders of the Company are not permitted to
cumulate their votes for the election of directors. No director or
nominee for director is related to any other director or executive
officer of the Company by blood, marriage or adoption, except that David
H. Mackiewich, President, Chief Executive Officer and Chairman of the
Company, is the father of Kurtis D. Mackiewich, Senior Vice President of
the Company, and Stasys J. Baras, a retiring director, is the
father-in-law of Tomas Kisielius, M.D. All of the Board's nominees for
director currently serve as directors of the Company.
The following table sets forth certain information
concerning the Board's nominees for director and each director whose
term continues, including each such person's tenure as a director of the
Bank, as of February 25, 1997. In a letter dated December 9, 1996,
LaSalle/Kross Partners, L.P. ("LaSalle/Kross") notified the Company of
its intent to nominate two persons to the Board of Directors.
Information regarding the nominees proposed by LaSalle/Kross is attached
hereto as Appendix A. If any person named as a nominee is unable or
unwilling to stand for election at the time of the Annual Meeting, the
persons appointed as proxies will nominate and vote for any replacement
nominee or nominees recommended by the Board of Directors of the
Company. At this time, the Board of Directors of the Company is not
aware of any reason why any of the nominees for director listed below or
in Appendix A would refuse or not be able to serve as a director of the
Company if elected. The Board of Directors of the Company recommends
that stockholders vote FOR each of nominees listed below for Director.
NOMINEES
Principal Occupation for the Past Director
Name and Age Five Years and Other Directorships Since (1)
- ------------ ----------------------------------- ---------
CLASS III
(Term Expires 2000)
David H. Mackiewich President, Chief Executive 1979
(Age 57) Officer and Chairman of the Board
of the Bank; President, Chief
Executive Officer and Chairman
of the Board of the Company since
1994; various positions with the
Bank prior to being elected
President in 1983
Tomas A. Kisielius, M.D. Physician 1993
(Age 50)
Sharon Reese Dalenberg President of The Astor Group, a 1987
(Age 52) management consulting firm, and
President of Continental Courier Ltd.
and Errand Boy, Inc., package
courier services; Director of D&N
Financial Corporation, holding company
for D&N Bank (a federal savings bank
located in Hancock, MI) since 1994
CLASS I
(Term Expires 1998)
Stasys J. Baras Retired in 1986 as Senior Vice 1983
(Age 76) President of Operations of the Bank;
employed in various positions with
the Bank from 1958 until 1986
Fred V. Gwyer Retired physician 1977
(Age 76)
George W. Lane President of Creative Business Forms 1989
(Age 57) & Supplies, Inc. since 1979;
President of Office Plus of
Collinsville, Inc. and Chief
Executive Officer of Office Plus of
Litchfield, Inc. since 1992
CLASS II
(Term Expires 1999)
Albert M. Petkus Executive Vice President 1995
(Age 42) of Universal Financial Products
Corp., a computer sales and
servicing company
Thomas M. Ryan Executive Vice President, Chief 1993
(Age 44) Operating Officer and Chief
Financial Officer of the Bank since
1991 and of the Company since 1994;
Chief Financial Officer of LaSalle
Northwest National Bank prior to
joining the Bank in 1991
Jack E. Levy(2) President, Jack Levy & Associates, 1996
(Age 58) an advertising agency
- -----------
(1) Dates prior to 1994 refer to the year first elected to the Board of
Directors of the Bank.
(2) In 1996, the Board appointed Jack E. Levy as a Class II director to
fill a vacancy resulting from the resignation of John A. Brdecka.
Committees and Meetings of the Board of Directors
During 1996, the Board of Directors of the Company met 14
times. Except as noted below, no director of the Company attended fewer
than 75% of the total number of Board of Directors meetings or meetings
of committees on which he or she served that were held during the year
ended December 31, 1996.
The Board of Directors of the Company has established the
following committees. The following information is as of February 25,
1997.
Audit Committee. The Audit Committee consists of Messrs. Petkus (Chair),
Lane and Baras. The Audit Committee reviews the records and affairs of
the Company, meets with the Company's internal auditor and independent
auditor and reviews their reports. The Audit Committee met four times in
1996.
Nominating Committee. The members of the Nominating Committee are
Messrs. Petkus (Chair), Levy and Fred V. Gwyer. The Nominating Committee
recommends to the Board of Directors nominees for election to the Board
of Directors and reviews any stockholder nominations. The Nominating
Committee held one meeting in 1996. Stockholders wishing to submit
nominations for election to the Board of Directors must comply with the
notice provisions of Article I, Section 7(c) of the Company's Bylaws.
Compensation Committee. The members of the Compensation Committee are
Messrs. Baras (Chair), Petkus and Ms. Reese. The Compensation Committee
establishes compensation and benefits for the Chief Executive Officer
and reviews and recommends compensation and benefits for the other
officers and employees of the Bank. The Committee also administers and
oversees the Company's stock-based incentive compensation plans. The
Compensation Committee met nine times in 1996.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information with
respect to the beneficial ownership of the Company's Common Stock at
February 25, 1997, by each person known by the Company to be the
beneficial owner of more than 5% of the outstanding Common Stock, by
each director or nominee (other than those set forth in Appendix A), by
each executive officer named in the Summary Compensation Table, and by
all directors and executive officers of the Company as a group.
Name of Individual or Amount and Nature of Percent
Number of Individuals in Group Beneficial Ownership(1) of Class
Standard Federal Bank for savings
Employee Stock Ownership Trust(2)
4192 South Archer Avenue
Chicago, Illinois 60632................. 961,070 5.94%
LaSalle/Kross Partners, L.P.(3)
350 East Michigan
Kalamazoo, Michigan 49007............... 865,000 5.35%
Directors and Nominees
David H. Mackiewich(4).................. 153,808 *
Thomas M. Ryan.......................... 63,083 *
Stasys J. Baras......................... 15,214 *
Tomas A. Kisielius...................... 9,201 *
George W. Lane.......................... 12,851 *
Fred V. Gwyer........................... 5,001 *
Jack E. Levy(5)......................... 20,000 *
Sharon Reese Dalenberg.................. 28,692 *
Albert M. Petkus(6)..................... 37,923 *
Other Named Executive Officers
Robert R. Harring, III.................. 24,139 *
Ruta M. Staniulis....................... 52,739 *
Randall R. Schwartz..................... 49,576 *
All directors and executive officers
as a group
(14 persons)............................ 546,913 3.38%
- -----------------------
* Less than 1% of the outstanding Common Stock.
(1) The information contained in this column is based upon information
furnished to the Company by the persons named above and the members
of the designated group. Includes shares purchased under the Bank's
401(k) Plan ("401(k) Plan") and, except for with respect to the
Standard Federal Bank for savings Employee Stock Ownership Trust
(the "Trust"), also includes shares allocated to employees under
the Bank's Employee Stock Ownership Plan ("ESOP"). Excludes shares
awarded under the Company's Management Recognition and Retention
Plan ("MRP") and the Company's Stock Option Plan ("Stock Option
Plan") which have not yet vested and which are not otherwise
includable under Rule 13d-3 of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"). Employees have sole voting power
and no investment power over shares allocated to their accounts
under the ESOP. Except as indicated in the preceding sentence and
in the following footnotes, each individual listed in the above
table has sole voting and investment power with respect to the
indicated shares. Inclusion of shares shall not constitute an
admission of beneficial ownership or voting or investment power
over such shares.
(2) The Trust was established in connection with the ESOP. Under the
terms of the ESOP, the ESOP trustee must vote all allocated shares
held in the ESOP in accordance with the instructions of the
participating employees. Allocated shares for which employees do
not give instructions are voted in the same ratio on any matter as
are those shares for which instructions are given. Unallocated
shares held in the ESOP are voted by the ESOP trustee in accordance
with its fiduciary duties as trustee.
(3) Based upon information reported in an Amendment No. 2 to Schedule
13D filed under the Exchange Act on January 21, 1997, Peter T.
Kross and Richard J. Nelson, who control the two general partners
of LaSalle/Kross Partners, Limited Partnership, and Wallace D.
Riley, reported that they, as a group with this partnership, have
shared voting and dispositive power over 865,000 shares.
(4) Includes 2,334 shares held jointly with Mr. K. Mackiewich, an
executive officer of the Bank and Mr. Mackiewich's son, over which
shares Mr. Mackiewich has shared voting and investment power.
(5) Includes 10,000 shares held in a trust, over which shares Mr. Levy
has no voting or investment power.
(6) Includes 35,191 shares held as trustee and 2,334 shares held as
custodian, over which shares Mr. Petkus has sole voting and
investment power, and also includes 20 shares held by Mr. Petkus'
spouse, over which shares Mr. Petkus has shared voting and
investment power.
Section 16(a) of the Exchange Act requires that the
Company's directors, executive officers and persons who own more than
10% of the Company's Common Stock file reports of ownership and changes
in ownership with the Securities and Exchange Commission. 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, the Company is not aware that any of its directors
and 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.
Transactions With Certain Related Persons
Directors and officers of the Company and its
subsidiaries and their associates, were customers of and had
transactions with the Company and its subsidiaries 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. Federal law
prohibits a savings institution such as the Bank from making loans to
its senior officers and directors at favorable rates or on terms not
comparable to those prevailing to the general public.
George W. Lane, a director of the Company, is President
of Creative Business Forms & Supplies, Inc., from which the Bank
purchases office supplies from time to time. The total amount paid to
Creative Business Forms & Supplies, Inc. by the Bank during 1996 was
approximately $175,700. Mr. Lane has informed the Company that such
transactions constituted greater than five percent of that firm's
revenues during 1996.
Mary Lynn Mackiewich, wife of David H. Mackiewich, the
Chairman of the Company, is the sister of the President of Care Cleaning
Service, Inc., which provides certain office cleaning and maintenance
services to the Bank. The total amount paid to Care Cleaning Services,
Inc. by the Bank during 1996 was approximately $188,700. Sharon Reese
Dalenberg, a director of the Company and an attorney, is President of
The Astor Group, a management consulting firm which provides certain
consulting services to the Bank from time to time. The total amount paid
to The Astor Group by the Bank during 1996 was approximately $76,800.
Ms. Reese Dalenberg is also President of Continental Courier Ltd. and
Errand Boy, Inc., which provide package courier services to the Bank
from time to time. The total amount paid to Continental Courier Ltd. and
Errand Boy, Inc. by the Bank during 1996 was approximately $81,300 and
$9,400, respectively.
The Company believes that the foregoing transactions were
conducted on terms no less favorable to the Company than could have been
obtained by it in arms' length negotiations with unaffiliated persons,
and the Company intends that such transactions will be approved by a
majority of its independent outside directors in the future.
EXECUTIVE COMPENSATION
Director Compensation
For the year ended December 31, 1996, each member of the
Board of Directors of the Bank who was not also an officer or employee
of the Bank received an annual retainer of $2,000 and an additional fee
of $1,500 for each regular or special meeting of the Board of Directors
attended and $400 for each committee meeting attended. Each committee
chairman receives $600 per committee meeting. Each non-management member
of the Board of Directors of the Company who was not also an officer or
employee of the Bank received a fee of $1,500 for attendance at meetings
of the Board of Directors of the Company held on days other than days on
which the Board of Directors of the Bank met.
Executive Officer Compensation
Separate compensation apart from compensation paid for
services performed as officers of the Bank was not paid to the officers
of the Company during 1996. The Company and the Bank do not expect that
officers of the Company will be paid compensation separate from
compensation paid to them as officers of the Bank until such time as the
officers of the Company devote significant time to separate management
of Company affairs. The Board of Directors of the Company will determine
whether such compensation is appropriate.
Summary Compensation Table
The following table sets forth information concerning the
compensation paid or granted for the past three years to the Company's
Chief Executive Officer and to the Company's and the Bank's four other
most highly compensated executive officers.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long Term
Compensation
Annual Compensation Awards
(a) (b) (c) (d) (f) (g) (h)
Fiscal
Year Securities
Ended Restricted Underlying All Other
Name and December Stock Options/ Compensation
Principal Position 31st Salary($)(1) Bonus($) Awards ($)(2) SARs(#)(3) ($)(4)
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
David H. Mackiewich 1996 $ 424,412 $ 197,931 -- -- $ 198,524
President and Chief 1995 408,385 117,800 $ 1,332,000 $ 361,329 171,808
Executive Officer 1994 410,051 23,116 -- -- 122,923
- -----------------------------------------------------------------------------------------------------------
Thomas M. Ryan 1996 $ 194,906 $ 72,000 -- -- $ 84,915
Executive Vice President, 1995 159,600 38,304 $ 441,600 $ 119,939 49,180
Chief Financial 1994 160,214 6,138 -- -- 26,756
and Operating Officer
- -----------------------------------------------------------------------------------------------------------
Robert R. Harring, III 1996 $ 150,000 $ 150,000 -- -- $ 31,288
Vice President 1995 98,077 -- $ 360,000 $ 80,481 7,679
1994 -- -- -- -- --
- -----------------------------------------------------------------------------------------------------------
Ruta M. Stanliulis 1996 $ 142,375 $ 45,943 -- -- $ 45,564
Senior Vice President 1995 121,225 43,360 $ 306,000 $ 82,705 33,016
1994 110,283 6,349 -- -- 15,123
- -----------------------------------------------------------------------------------------------------------
Randall R. Schwartz 1996 $ 114,835 $ 35,050 -- -- $ 43,669
Vice President and 1995 110,419 27,846 $ 294,000 $ 79,846 36,811
General Counsel 1994 106,659 6,130 -- -- 14,120
</TABLE>
(1) Amounts shown include compensation earned and deferred at the
election of the named executive officer during the year specified.
For Mr. Harring, 1995 salary reflects period beginning May 1, 1995.
(2) Represents the dollar value of shares awarded under the Company's
MRP based upon the market price of the Common Stock on May 19,
1995, the effective date of the awards (except for Mr. Harring,
whose award date was September 20, 1995). Shares awarded under the
MRP in 1995 vest at a rate of 20% per year beginning on the first
anniversary of the effective date of the grant. Messrs. Mackiewich,
Ryan, Harring and Schwartz, and Ms. Stanliulis, were awarded
111,000, 36,800, 30,000, 24,500 and 25,500 shares, respectively,
and the value of such shares at December 31, 1996, based upon the
market price of the Common Stock, was $2,178,375; $722,200;
$588,750; $480,813; and $500,438, respectively. Dividends will be
paid on MRP shares but are held in trust for the respective
employee until the underlying shares vest.
(3) Represents options to purchase the stated number of shares of
Common Stock granted under the Stock Option Plan, which options
become exercisable at a rate of 20% per year beginning on the first
anniversary of the May 19, 1995, effective date of the grants
(September 20, 1995 for Mr. Harring).
(4) Amounts shown represent allocations under the ESOP and the Bank's
contributions or payments with respect to the 401(k) Plan, the
Supplemental Top Executive Plan ("STEP Plan"), the Split Dollar
Life Insurance Program ("Split Life"), supplemental life insurance,
automobile allowances and club dues. For 1994, such amounts also
include the Bank's contribution to the Bank's Retirement and
Savings Fund (the "Pension Plan"). The Bank ceased contributions to
the Pension Plan and merged the Pension Plan into the 401(k) Plan
as of May 13, 1994. The amount of each officer's allocation under
the ESOP is determined by multiplying the number of shares
allocated to such officer under the ESOP by the per share fair
market value of the Common Stock at the end of the respective
fiscal year. The aggregate amount of other compensation shown for
each named officer for 1994, 1995 and 1996 consists of the
following, respectively: (i) Mr. Mackiewich: ESOP allocations of
$8,465, $35,240 and $42,586, 401(K) matching contribution of $955
for 1995 and $4,698 for 1996, supplemental life insurance premiums
of $3,015 for each year, deferred compensation under the STEP Plan
of $84,604, $126,502 and $141,120, club dues of $6,096, $6,096 and
$7,105 and a Pension Plan contribution of $20,743 for 1994; (ii)
Mr. Ryan: ESOP allocations of $8,465, $35,240 and $42,586, 401(k)
matching contributions of $4,788, $4,420 and $4,500, supplemental
life insurance premiums of $1,320 for each year, premiums for a
split life insurance policy of $3,000 for 1995 and $6,000 for 1996,
automobile allowance of $6,000 for each year, club dues of $24,509
for 1996 and a Pension Plan contribution of $6,183 for 1994; (iii)
Mr. Harring: ESOP allocations of $21,293 for 1996, 401(k) matching
contributions of $2,077 for 1996, supplemental life insurance
premiums of $1,139 for 1995 and $1,918 for 1996, automobile
allowance of $6,000 for 1995 and 1996 and club dues of $540 for
1995; (iv) Ms. Stanliulis: ESOP allocations of $6,688, $28,479 and
$40,421, 401(k) matching contributions of $3,302, $3,637 and
$3,120, supplemental life insurance premiums of $900 for each year,
club dues of $1,123 for 1996 and a Pension Plan contribution of
$4,233 for 1994; and (v) Mr. Schwartz: ESOP allocations of $6,457,
$25,945 and $32,602, 401(k) matching contributions of $3,188,
$3,313 and $3,445, supplemental life insurance premiums of $388 for
each year, automobile allowance of $6,000 for 1995 and 1996, club
dues of $1,165 for 1995 and $1,234 for 1996 and a Pension Plan
contribution of $4,087 for 1994.
Stock Option Information
The following table sets forth certain information
concerning the number and value of stock options at December 31, 1996
held by the named executive officers. No stock options were exercised
during 1996 by such persons.
<TABLE>
<CAPTION>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR END AND FY-END
OPTIONS/SAR VALUES
Shares Number of Securities
Acquired Underlying Unexercised Value of Unexercised In-
on Value Options/SARs at FY-End the-Money Options/SARs
Name Exercise Realized (#)(d)(1) at FY-End ($)(e)
(#)(a) (#)(b) ($)(c) Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C> <C> <C>
David H. Mackiewich --- --- 72,266 289,063 $ 523,929 $ 2,204,105
Thomas M. Ryan --- --- 23,988 95,951 182,908 731,626
Robert R. Harring, III --- --- 16,096 64,385 82,492 329,973
Ruta M. Stanliulis --- --- 16,541 66,154 126,125 504,501
Randall R. Schwartz --- --- 15,970 63,876 121,774 487,054
</TABLE>
(1) Options become exercisable in 20% increments on each anniversary of
the May 19, 1995 grant date and have an exercise price of $12.00, except
with respect to Mr. Harring, whose options were granted on September 20,
1995 and have an exercise price of $14.50.
Employment Agreements
The Bank has entered into employment agreements with Mr.
David H. Mackiewich and Mr. Thomas M. Ryan. These employment agreements
are intended to ensure that the Company and the Bank maintain a stable
and competent management base. The continued success of the Company and
the Bank depends to a significant degree on the skills and competence of
these individuals.
The employment agreements were originally entered into as
of July 28, 1994. The agreements, as subsequently amended, provide for
three-year terms commencing on the first anniversary date and continuing
each anniversary date thereafter. The respective term of these
agreements may be restored to three years by the action of the Board of
Directors, subject to the Board's annual performance evaluations. Each
agreement was extended an additional year in July 1996. The agreements
further provide that the term of the agreement may extend beyond the end
of the year in which the executive reaches age 65 and that the executive
not be required to actively seek employment following involuntary
termination or offset any compensation due by new compensation earned.
Under these agreements, the base salaries for Mr. Mackiewich and Mr.
Ryan for 1996 were $424,412 and $194,906, respectively. In addition to
base salary, the agreements provide for, among other things, bonuses,
disability pay, participation in stock-based incentive compensation
plans and other fringe benefits applicable to executive officers of the
Bank. The agreements may be terminated by the Bank at any time. In the
event of involuntary termination other than for cause, as defined in the
agreements, death or disability, the executive is entitled to severance
pay in an amount equal to the amount due for the remaining term of the
employment agreement.
Change in Control Agreements
The Company has entered into Change in Control Agreements
(each, a "Control Agreement") with each of the executive officers named
in the Summary Compensation Table. The Control Agreements were entered
into as of July 28, 1994 and provide for a three-year term. Commencing
on the first anniversary date and continuing on each anniversary date
thereafter, the term of any Control Agreement may be restored to three
years by the Board of Directors, subject to the Board's annual
performance evaluations, and the term of each Control Agreement was
extended an additional year in July 1996. Each Control Agreement
provides that within two years following a change in control, as defined
in the Control Agreements, of the Company or the Bank, if the Company or
the Bank terminates the officer's employment for any reason other than
cause, or if the officer terminates his or her employment following his
or her demotion, loss of title, office or significant authority, a
reduction in his or her compensation, or relocation of his or her
principal place of employment, the officer or, in the event of death,
the officer's beneficiary, would be entitled to receive a severance
payment equal to three times the sum of the officer's current base
salary plus the highest bonus paid in the two prior years and in
addition will be provided with other benefits. The Control Agreements
also provide that change of control benefits are payable if the
executive elects to voluntarily terminate employment within one year
following a change of control. If the Company's independent accountants
acting as auditors determine, in consultation with legal counsel
acceptable to the parties, that any amount payable to the executive by
the Company would constitute an "excess parachute payment" within the
meaning of Section 280G of the Internal Revenue Code of 1986, as amended
(the "Code"), and be subject to the "excise tax" imposed by Section 4999
of the Code, the Company shall pay the executive the amount of such
excise tax and all federal and state income or other taxes with respect
to any such additional amount, as well as any additional excise taxes
plus interest, penalties and professional fees or expenses resulting
from any excise tax deficiency determination which may be issued by the
Internal Revenue Service at a later date.
Report of the Compensation Committee
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.
Introduction
The Compensation Committee of the Board of Directors of
the Company (the "Compensation Committee") establishes compensation and
benefits for the Chief Executive Officer and reviews and recommends
compensation and benefits for other officers and employees of the Bank.
During 1996, officers of the Company were not paid compensation apart
from compensation paid for services performed as officers of the Bank.
As of December 31, 1996, the Compensation Committee was comprised of
Stasys J. Baras (Chair), Albert M. Petkus and Sharon Reese Dalenberg.
Executive Compensation Policy
The Bank's overall compensation policy can be summarized
as follows:
o Attract and retain quality talent, which is critical to both
the short-term and long-term success of the Bank.
o Reinforce strategic performance objectives through the use
of incentive compensation programs.
o Create mutuality of interest between the Bank's executive
officers and the Company's stockholders through compensation
structures that share the rewards and risks of strategic
decision making.
Base Compensation
The Compensation Committee's approach to base
compensation is to offer competitive salaries in comparison with current
market pay practices. The committee examines market compensation levels
and trends observed in the labor market. For its purposes, the
Compensation Committee has defined the labor market as the pool of
executives who are currently employed in similar positions in financial
institutions of equivalent size. The Compensation Committee compares the
Bank's base salary practices against those of other financial
institutions managing approximately $2 billion in assets. Survey
information on median compensation practices, provided by compensation
consultants, is used by the Compensation Committee as a frame of
reference for determining annual salary adjustments and starting
salaries.
The Compensation Committee makes salary decisions in a
structured review with input from the Chief Executive Officer. This
review considers the decision-making responsibilities of each position
and the experience, work performance and team-building skills of
position incumbents. The Compensation Committee views work performance
as the single most important measurement factor, although the
Compensation Committee also views experience, decision-making
responsibilities and team-building skills as necessary factors for the
Bank's success. The Chief Executive Officer does not participate in the
review of, or decisions regarding, his compensation.
Annual Incentive Compensation
In 1995, the Bank adopted an incentive compensation plan
for senior officers as an additional means to enhance stockholder value.
The plan is designed to pay a percentage of an officer's base
compensation in the event the Bank achieved specified financial
performance. These criteria include earnings growth, asset growth,
return on average equity and net interest margin. The performance
criteria levels and the compensation percentage payout were established
by the plan's Compensation Committee. The Compensation Committee also
conducted year end reviews of the performance of each officer to
determine the final incentive award. The actual amounts paid pursuant to
the plan are indicated on the Summary Compensation Table.
Annual Profit Bonus
The Bank currently has an annual bonus plan to reward its
employees, excluding executive officers, based upon Bank profitability.
The Compensation Committee makes bonus decisions in a structured review
based on Bank profitability and the actual performance of employees,
with input from the Chief Executive Officer. Employees are eligible to
receive a bonus in an amount equal to a specified percentage, or a
number of weeks, of base salary.
Long-Term Incentive Compensation
The Company currently maintains the Stock Option Plan and
the MRP to reward senior executives of the Company and the Bank for
outstanding performance and to help the Company attract and retain
qualified personnel in key positions. The plans are further designed to
give key employees a proprietary interest in the Company as an incentive
to contribute to the success of the Company. Awards under the Stock
Option Plan and the MRP are determined by the Compensation Committee
based upon each respective officer's level of responsibility, longevity
of service, overall performance and significance to the Company's future
growth and profitability.
Chief Executive Officer Compensation
The Bank's compensation program for its Chief Executive
Officer is largely based upon competitive practices. The Compensation
Committee has defined the comparable labor market as the pool of Chief
Executive Officers who are currently employed in financial institutions
of equivalent size. The Bank compares its base salary plus bonus
practices against those of other institutions managing approximately $2
billion in assets. Survey information on median compensation practices,
provided by compensation consultants, has been used as a frame of
reference for determining Chief Executive Officer salary plus bonus
levels and adjustments. Mr. Mackiewich's base salary combined with his
annual bonus is within the median range of the comparable market as
identified by an outside consultant using survey data.
Stasys J. Baras (Chair)
Albert M. Petkus
Sharon Reese Dalenberg
Compensation Committee Interlocks and Insider Participation
The Compensation Committee of the Company establishes
compensation and benefits for the Chief Executive Officer and reviews
and recommends compensation and benefits for other officers and
employees of the Bank. Directors who were members of the Compensation
Committee for all or part of the fiscal year ended December 31, 1996,
included Ms. Reese Dalenberg and Messrs. Lane, Baras and Petkus. During
1996, no executive officer of the Company served as a member of: (i) the
compensation committee of another entity in which one of the executive
officers of such entity served on the Company's Compensation Committee,
(ii) the Board of Directors of another entity in which one of the
executive officers of such entity served on the Company's Compensation
Committee or (iii) the compensation committee of another entity in which
one of the executive officers of such entity served as a member of the
Company's Board of Directors. George W. Lane, a director of the Company
and an attorney, is President of Creative Business Forms & Supplies,
Inc., from which the Bank purchases office supplies from time to time.
The total amount paid to Creative Business Forms & Supplies, Inc. by the
Bank during 1996 was approximately $175,700. Mr. Lane has informed the
Company that such transactions constituted greater than five percent of
that firm's revenues during 1996. Sharon Reese Dalenberg, a director of
the Company and an attorney, is President of The Astor Group, a
management consulting firm which provides certain consulting services to
the Bank from time to time. The total amount paid to The Astor Group by
the Bank during 1996 was approximately $76,800. Ms. Reese Dalenberg is
also President of Continental Courier Ltd. and Errand Boy, Inc., which
provide package courier services to the Bank from time to time. The
total amount paid to Continental Courier Ltd. and Errand Boy, Inc. by
the Bank during 1996 was approximately $81,300 and $9,400, respectively.
Stockholder Return Performance Presentation
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 the graph and the related
information are specifically stated to be incorporated by reference into
such document.
The following graph shows a comparison of cumulative
total returns on an investment of $100 in the Company's Common Stock, a
broad index of U.S. companies listed on the Nasdaq Stock Market and an
index of thrift stocks for the periods shown. The Company's Common Stock
was first listed for quotation on the Nasdaq National Market System on
August 1, 1994, and the information in the graph is based upon the
closing price of the Company's Common Stock on that date. The graph was
prepared at the Company's request by SNL Securities, Charlottesville,
Virginia.
[GRAPHIC OMITTED]
* Total return assumes reinvestment of dividends
STOCK PRICE PERFORMANCE
Period Ending
08/01/94 12/31/94 12/31/95 12/31/96
All Nasdaq US Stocks $100 $105 $148 $182
Standard Financial, Inc. 100 85 131 180
SNL Thrift Index 100 89 140 182
STOCKHOLDER PROPOSAL
Michael J. Athans and Stephanie S. Athans, 121 East
Cutriss Street, Park Ridge, Illinois 60068, record holders of 12,000
shares of Common Stock of the Company, have given notice that they will
introduce the following resolution at the Annual Meeting:
RESOLVED: That the stockholders recommend that, in
order to enhance share value, the Board of Directors
explore the possible sale of the Company for cash
and/or securities valued at no less than twenty-four
(24) dollars per share.
The Board of Directors of the Company unanimously
recommends that the stockholders vote AGAINST this proposal, identified
as Item 2 on the enclosed Proxy Card, for the following reasons:
The Board of Directors has a duty to act in the best
interests of all stockholders. Maximizing share value is most certainly
an important component of that duty and the subject of share value is
regularly considered by the Board of Directors and management.
The Board of Directors consists of individuals familiar
with the Company's business and with the industry in which the Company
operates. As they have amply and repeatedly demonstrated in the past,
the members of the Board are fully capable of reaching the strategic
decisions which are in the best interests of all stockholders. The
Board's competence in this respect is reflected in the Company's stock
price which, as of February 19, 1997, was $21.25, an all-time high. In
addition, the Company experienced significant growth in fiscal 1996.
Total assets rose by 15.6% to $2.4 billion and net income, excluding a
one-time Savings Association Insurance Fund charge, increased by 6.0% to
$17.7 million.
The Board of Directors periodically reviews from a
strategic perspective the long-term outlook for the Company. The
prospects for the Company's business are reviewed and appropriate
business plans developed. In addition, the Company regularly evaluates
acquisition prospects and other strategic business combination
opportunities and alternatives.
The Board of Directors believes that adoption of the
Proposal would not increase share value and could seriously prejudice
stockholders' financial interests. Although the Proposal only requests
certain actions by the Board and does not obligate the Board to take any
action, the Board believes that an announcement that the Proposal has
been adopted could indicate to the marketplace that the Company's
stockholders wish the Company to be sold regardless of whether favorable
acquisition or strategic alternatives are available to the Company. This
could severely damage the Company's long-term relationships with its
principal depositors and could have an adverse impact on the Company's
ability to effectively compete in the short and long-term, resulting in
a possible decline in revenues and profits and a corresponding decline
in share value.
The Board of Directors also views the Proposal as
constituting an unjustified attempt to exert a controlling influence
over the management and policies of the Company in order to meet the
proponent's short-term investment objectives.
The Board of Directors and the Company's management will
continue to consider all opportunities for increasing share value. The
Board firmly believes that the Company has been proactive in analyzing
all strategic alternatives. The Proposal does not provide sufficient
information to enable stockholders to determine the practical
implications of a vote in favor of the Proposal. The Proposal is
counterproductive to stockholders' interests and, if approved, would
serve only to inhibit the Board and management from pursuing their main
fiduciary objective: to maximize share value.
RATIFICATION OF APPOINTMENT OF AUDITORS
The Board of Directors of the Company has appointed Ernst
& Young LLP, independent auditors, to perform the audit of the Company's
financial statements for the year ending December 31, 1997. The Board of
Directors of the Company further directed that the selection of auditors
be submitted for ratification by the stockholders at the Annual Meeting.
If the appointment of the auditors is not ratified, the matter of a the
appointment of auditors will be reconsidered by the Board of Directors.
The Company has been advised by Ernst & Young LLP that
neither it nor any of its associates has any relationship with the
Company or its subsidiaries other than the usual relationship that
exists between independent certified public accountants and clients.
Ernst & Young LLP will have one or more representatives at the Annual
Meeting who will have an opportunity to make a statement, if they so
desire, and will be available to respond to appropriate questions.
The Board of Directors of the Company recommends that you
vote FOR the ratification of the appointment of Ernst & Young LLP as
independent auditors for the fiscal year ending December 31, 1997.
ANNUAL REPORT
A copy of the Company's Annual Report to Stockholders for
the year ended December 31, 1996 accompanies this Proxy Statement.
SUBMISSION OF STOCKHOLDER PROPOSALS
Any proposal which a stockholder of the Company wishes to
have included in the proxy materials of the Company relating to the next
annual meeting of stockholders of the Company, which is scheduled to be
held in April 1998, must be received at the principal executive offices
of the Company, 800 Burr Ridge Parkway, Burr Ridge, Illinois 60521-6446
(attention: Leonard A. Metheny, Sr., Vice President/Secretary), no later
than November 24, 1997, and must otherwise comply with the notice and
other provisions of the Company's Bylaws. The Company's Bylaws provide
that stockholders of record may propose business to be conducted at an
annual meeting of the Company, provided such proposals are timely and in
proper written form as prescribed by the Company's Bylaws. To be timely,
Article I, Section 7(b) of the Company's Bylaws requires that
stockholder proposals be received by the Company not less than 120 days
nor more than 150 days prior to the anniversary date of the immediately
preceding annual meeting, provided, however, that if the annual meeting
is called for a date not within 30 days before or after such anniversary
date, such proposal must be received by the Company not later than the
close of business on the 10th day following the date notice of the
annual meeting was mailed or a public announcement of the annual meeting
was made, whichever first occurs. To be in proper written form, a
stockholder proposal must set forth the information prescribed in
Article I, Section 7(b) of the Company's Bylaws.
OTHER MATTERS
The Board of Directors of the Company does not intend to
bring any matters before the Annual Meeting except those indicated in
the Notice of Annual Meeting of Stockholders and does not know of any
matter which anyone else proposes to properly present for action at the
Annual Meeting. If any other matters properly come before the Annual
Meeting, however, the persons named in the enclosed proxy, or their duly
constituted substitutes acting at the Annual Meeting, will be authorized
to vote or otherwise act thereon in accordance with their judgment on
such matters.
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 the proxy materials to the beneficial owners of the
Company's Common Stock. In addition to solicitations by mail, directors,
officers and employees of the Company and the Bank may solicit proxies
personally or by telephone without additional compensation. The Company
has retained Georgeson & Company, Inc. to assist, as necessary, in the
solicitation of proxies, for a fee estimated to be $50,000 plus an
additional $75,000 in the event of a proxy contest, and reasonable
out-of-pocket expenses.
BY ORDER OF THE BOARD OF DIRECTORS
Leonard A. Metheny, Sr.
Vice President/Secretary
Burr Ridge, Illinois
March 24, 1997
APPENDIX A
LaSalle/Kross Partners, L.P. Nominees
Wallace D. Riley
Age: 69
Business Address: 7th Floor
Ford Building
Detroit, Michigan 48226
Residence Address: 86 Lothrop Road
Grosse Point Farms, Michigan 48236
Principal Occupation
or Employment: Wallace D. Riley has been a practicing
attorney for more than forty years and
is the founder and Chief Executive Officer
of Riley and Roumell, P.C., a general
practice law firm in Detroit, Michigan.
Mr. Riley presently serves as director of
SJS Bancorp, Inc., a thrift institution
headquartered in St. Joseph, Michigan.
Shares Beneficially
Owned: None.
Richard J. Nelson
Age: 53
Business Address: 350 East Michigan
Suite 500
Kalamazoo, Michigan 49007
Residence Address: 605 West Inkster
Kalamazoo, Michigan 49008
Principal Occupation
or Employment: For more than the past five years,
Richard J. Nelson has been principally
employed as the President of LaSalle
Capital Management, Inc., one of
the General Partners of LaSalle/Kross
Partners, L.P. LaSalle Capital Management,
Inc. is a management consulting firm that
specializes in financial institution
corporate restructurings. Mr. Nelson does
not serve presently as a director for any
other company with a class of securities
registered under Section 12 of the
Securities Exchange Act of 1934, as amended.
Shares Beneficially
Owned: 866,207 shares of Common Stock (including
855,000 shares owned by LaSalle/Kross
Partners, L.P.).
