<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant X
---
Filed by a Party other than the Registrant
---
Check the appropriate box:
Preliminary Proxy Statement
- - ---
Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
- - ---
X Definitive Proxy Statement
- - ---
Definitive Additional Materials
- - ---
Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
- - ---
SJS BANCORP, INC.
- - ------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
N/A
- - -----------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (check the appropriate box):
$125 per Exchange Act Rules (6-11(c)(1)(ii), 14a-6(i)(1), 14a-6(j)(2)
or Item 22(a)(2) of Schedule 14A.
X
- - ---
$500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
- - ---
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.:
3) Filing Party:
4) Date Filed:
<PAGE>
[SJS BANCORP, INC. LETTERHEAD]
September 30, 1996
Dear Fellow Stockholder:
On behalf of your Board of Directors and the management of SJS
Bancorp, Inc., I am very pleased to invite you to attend the
second Annual Meeting of Stockholders. The meeting will be held
at 1:00 p.m. local time, on Thursday, October 31, 1996 at the
Cook Energy Information Center located at Red Arrow Highway,
Bridgman, Michigan.
The attached Notice of Annual Meeting of Stockholders and Proxy
Statement discusses the business to be conducted at the Meeting.
We have also enclosed a copy of the Company's Annual Report to
Stockholders. At the Meeting we will report on the Company's
operations and outlook for the year ahead.
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 postage-paid return envelope
provided as promptly as possible. This will save the Company
additional expense in soliciting proxies and will ensure that
your shares are represented at the Meeting.
Your Board of Directors and management are committed to the
continued success of SJS Bancorp, Inc. and the enhancement of
your investment. As President and Chief Executive Officer, I
want to express my appreciation for your confidence and support.
Very truly yours,
/S/ Thomas G. Watson
- - --------------------
President and Chief Executive Officer
<PAGE>
SJS BANCORP, INC.
301 State Street
St. Joseph, Michigan 49085
(616) 983-0134
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be Held on October 31, 1996
Notice is hereby given that the Annual Meeting of Stockholders
(the "Meeting") of SJS Bancorp, Inc. (the "Company") will be held
at the Cook Energy Information Center located at Red Arrow
Highway, Bridgman, Michigan at 1:00 p.m. local time, on October
31, 1996.
A Proxy Card and a Proxy Statement for the Meeting are enclosed.
The Meeting is for the purpose of considering and acting upon:
1. The election of three directors of the Company;
2. The ratification of the appointment of Crowe, Chizek and
Company LLP, as the auditors of the Company for the fiscal year
ending June 30, 1997;
and such other matters as may properly come before the Meeting,
or any adjournments thereof. The Board of Directors is not aware
of any other business to come before the Meeting.
Any action may be taken on the foregoing proposals at the Meeting
on the date specified above, or on any date or dates to which the
Meeting may be adjourned. Stockholders of record at the close of
business on September 3, 1996, are the stockholders entitled to
vote at the Meeting, and any adjournments thereof. A complete
list of stockholders entitled to vote at the Meeting will be
available for inspection by stockholders at the offices of the
Company during the ten days prior to the Meeting as well as at
the Meeting.
You are requested to complete and sign the enclosed form of
proxy, which is solicited on behalf of the Board of Directors,
and to mail it promptly in the enclosed envelope. The proxy will
not be used if you attend and vote at the Meeting in person.
BY ORDER OF THE BOARD OF DIRECTORS
/S/ Thomas G. Watson
- - --------------------
President and Chief Executive Officer
St. Joseph, Michigan
September 30, 1996
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY
THE EXPENSE OF FURTHER REQUESTS FOR PROXIES TO ENSURE A QUORUM AT
THE MEETING. A SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR
CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED WITHIN THE UNITED
STATES.
<PAGE>
PROXY STATEMENT
SJS BANCORP, INC.
301 State Street
St. Joseph, Michigan 49085
(616) 983-0134
ANNUAL MEETING OF STOCKHOLDERS
October 31, 1996
This Proxy Statement is furnished in connection with the
solicitation on behalf of the Board of Directors of SJS Bancorp,
Inc. (the "Company"), the parent company of SJS Federal Savings
Bank ("SJS" or the "Bank"), of proxies to be used at the Annual
Meeting of Stockholders of the Company (the "Meeting") which will
be held at the Cook Energy Information Center located at Red
Arrow Highway, Bridgman, Michigan on Thursday, October 31, 1996,
at 1:00 p.m. local time, and all adjournments of the Meeting.
The accompanying Notice of Annual Meeting and this Proxy
Statement are first being mailed to stockholders on or about
September 30, 1996. Certain of the information provided herein
relates to SJS Federal Savings Bank (the "Bank"), a wholly-owned
subsidiary and predecessor of the Company.
At the Meeting, stockholders of the Company are being asked to
consider and vote upon the election of three directors and the
appointment of Crowe, Chizek and Company LLP, as auditors for the
Company.
Vote Required and Proxy Information
All shares of the Company's Common Stock, par value $.01 per
share (the "Common Stock"),represented at the Meeting by properly
executed proxies received prior to or at the Meeting,
and not revoked, will be voted at the Meeting in accordance with
the instructions thereon. If no instructions are indicated,
properly executed proxies will be voted for the director nominees
and for the ratification of auditors. The Company does not know
of any matters that are to come before the Meeting, other than as
described in the Notice of Annual Meeting. If any other matters
are properly presented at the Meeting for action, the persons
named in the enclosed form of proxy and acting thereunder will
have the discretion to vote on such matters in accordance with
their best judgment.
Directors shall be elected by a plurality of the votes present in
person or represented by proxy at the Meeting and entitled to
vote on the election of directors. The appointment of Crowe,
Chizek and Company LLP as auditors requires the affirmative vote
of a majority of shares present in person or represented by proxy
at the Meeting and entitled to vote on the matter. Proxies
marked to abstain with respect to a proposal have the same effect
as votes against the proposal. Broker non-votes have no effect on
the vote. One-third of the shares of the Common Stock, present
in person or represented by proxy, shall constitute a quorum for
purposes of the Meeting. Abstentions and broker non-votes are
counted for purposes of determining a quorum.
A proxy given pursuant to the solicitation may be revoked at any
time before it is voted. Proxies may be revoked by: (i) filing
with the Secretary of the Company at or before the Meeting a
written notice of revocation bearing a later date than the proxy,
(ii) duly executing a subsequent proxy relating to the same
shares and delivering it to the Secretary of the Company at or
before the Meeting, or (iii) attending the Meeting and voting in
person (although attendance at the Meeting will not in and of
itself constitute revocation of a proxy). Any written notice
revoking a proxy should be delivered to Irma R. Wedde, Senior
Vice President and Secretary, SJS Bancorp, Inc., 301 State
Street, St. Joseph, Michigan 49085.
<PAGE>
Voting Securities and Certain Holders Thereof
Stockholders of record as of the close of business on September
3, 1996 (the "Voting Record Date") will be entitled to one vote
for each share of Common Stock then held. As of the Voting
Record Date, the Company had 917,622 shares of Common Stock
issued and outstanding. The following table sets forth
information as of the Voting Record Date regarding share
ownership of those persons or entities known by management to
beneficially own more than five percent of the Common Stock and
all directors and executive officers of the Company and the Bank
as a group. See "Proposal I - Election of Directors" for the
number and percentage of shares beneficially owned by each
director and nominee individually.
<TABLE>
<CAPTION>
Shares
Beneficially Percent
Beneficial Owners Owned of Class
- - ----------------- ------------ --------
<S> <C> <C>
Peter T. Kross
248 Grosse Pointe Boulevard
Gross Pointe Farms, Michigan 48236 97,084(1) 10.58%
The Midwest Bank Fund II, L.P., Banc
Fund III L.P. and Bank Fund III Trust
208 S. LaSalle Street, Suite 200
Chicago, Illinois 60604 60,200(2) 6.56%
Directors and executive officers of
the Company(3) and the Bank, as a
group (16 persons) 134,942(4) 14.46%
<FN>
(1) Based on information provided by Peter T. Kross, Richard J.
Nelson, Wallace D. Riley and Robert C. Lucas in an amended
Schedule 13D (the "Kross 13D group") dated August 2, 1996. The
Common Stock reported as beneficially owned by the Kross 13D
group includes 75,400 shares, 14,500 shares, 6,042 shares and
1,142 shares with respect to which Messrs. Kross, Nelson, Riley
and Lucas, respectively, reported sole voting and dispositive
power. Messrs. Riley and Lucas are also members of the Board of
Directors of the Company. See footnote 5 below.
(2) Based on information provided by the Midwest Bank Fund II,
L.P., Banc Fund III L.P. and Bank Fund III Trust (the "Midwest
13D group") in a Schedule 13D filed May 24, 1995. The Common
Stock reported as beneficially owned by the Midwest 13D group
includes 18,700 shares, 10,209 shares and 31,291 shares with
respect to which Midwest Bank Fund II, L.P., Banc Fund III L.P.
and Bank Fund III Trust, respectively, reported sole voting and
dispositive power.
(3) The address of each director and executive officer is the
same as that of the Company.
(4) Includes shares held directly, as well as shares held jointly
with family members, shares held in retirement accounts, held in
a fiduciary capacity, held by certain of the group members'
families, or held by trusts of which the group member is a
trustee or substantial beneficiary, with respect to which shares
the group member may be deemed to have sole or shared voting
and/or investment powers. This amount also includes (i) options
to purchase 15,903 shares of Common Stock granted to directors
and executive officers which are exercisable within 60 days of
the Voting Record Date and (ii) 7,184 shares of Common Stock
owned by Directors Riley and Lucas in the aggregate, members of
the Kross 13D group as discussed in footnote 1 above. Excluded
from this amount are options to purchase 63,606 shares of Common
Stock which are not exercisable within 60 days of the Voting
Record Date.
</TABLE>
PROPOSAL I - ELECTION OF DIRECTORS
The Company's Board of Directors is presently comprised of eleven
members, each of whom is also a director of the Bank. Directors
of the Company are generally elected to serve for a three-year
staggered term or until their respective successors shall have
been elected and shall qualify. Approximately one-third of the
directors are elected annually.
<PAGE>
The following table sets forth certain information regarding the
Company's Board of Directors, including their terms of office and
the nominees for election as director. 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 the nominee) will be
voted at the Meeting for the election of the nominee identified
in the following table. If such nominee is unable to serve, the
shares represented by all such proxies will be voted for the
election of such substitute as the Board of Directors may
recommend. At this time, the Board of Directors knows of no
reason why the nominee might be unable to serve, if elected.
There are no arrangements or understandings between any director
or nominee and any other person pursuant to which such director
or nominee was selected; however, Directors Lucas and Riley were
nominated and elected as a result of a successful proxy contest
instituted by Mr. Kross.
<TABLE>
<CAPTION>
Shares of
Common Stock Percent
Position(s) Held Director Term to
Beneficially of
Name Age in the Company Since Expire
Owned Class
- - ---- --- ----------------- -------- --------
- - ------------ -----
NOMINEES
<S> <C> <C> <C> <C> <C>
<C>
W. Ford Kieft III 45 Director 1996 1999
1,643(4) .18%
Stephen E. Ross 37 Director 1992 1999
4,286(5) .47%
Larry D. Schultz 56 Director 1977 1999
13,286(5) 1.45%
DIRECTORS CONTINUING IN OFFICE
Robert C. Lucas 52 Director 1996 1998
97,084(6) 10.58%
James B. McQuillan 66 Director 1996 1998
1,143(4) .12%
Wallace D. Riley 68 Director 1996 1998
97,084(6) 10.58%
Thomas G. Watson 42 Director,
President and
Chief Executive
Officer 1994 1998
11,548(7) 1.25%
James M. Behlen 57 Director 1996 1997
1,543(4) .17%
Neil R. Berndt 70 Director 1979 1997
22,286(5) 2.43%
William F. Early 66 Chairman of
the Board 1986 1997
13,111(8) 1.43%
Edgar F. Ross 62 Director 1977 1997
12,286(5) 1.34%------------------------------
<FN>
(1) At June 30, 1996.
(2) Includes service as a director of the Bank.
(3) Includes shares held directly, as well as shares held in
retirement accounts, 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 named individuals may be deemed to have sole
or shared voting and investment power.
(4) Includes options to purchase 381 shares of Common Stock
granted under the 1996 Stock Option and Incentive Plan (the
"Stock Option Plan") which are exercisable within 60 days of the
Voting Record Date.
(5) Includes options to purchase 762 shares of Common Stock
granted under the Stock Option Plan which are exercisable within
60 days of the Voting Record Date.
(6) Based on information provided by the Kross 13D group. The
Common Stock reported as beneficially owned by the Kross 13D
group includes 75,400 shares, 14,500 shares, 6,042 shares and
1,142 shares with respect to which Messrs. Kross, Nelson, Riley
and Lucas, respectively, reported sole voting and dispositive
power. Also included in the amount of stock beneficially owned
by Messrs. Riley and Lucas are options to purchase 380 shares of
Common Stock granted to each of them under the Stock Option Plan
which are exercisable within 60 days of the Voting Record Date.
See also footnote 1 to the beneficial ownership table under the
caption "Voting Securities and Certain Holders Thereof" on page 2
of this proxy statement.
(7) Includes options to purchase 2,857 shares of Common Stock
granted under the Stock Option Plan which are exercisable within
60 days of the Voting Record Date.
(8) Includes options to purchase 952 shares of Common Stock
granted under the Stock Option Plan which are exercisable within
60 days of the Voting Record Date.
</TABLE>
<PAGE>
The business experience of each director and director nominee is
set forth below. All directors have held their present positions
for at least the past five years, except as otherwise
indicated.
W. Ford Kieft III. Since 1991, Mr. Kieft has been a principal in
Gardner Management Company, Inc., a property management firm,
Kieft and Gardner, Inc., a real estate development and consulting
company, and Ranney Street Associates, Inc., a financial
institutions consulting company, all located in Portage,
Michigan. Mr. Kieft served as a member of the Board of Directors
of FSB Financial Corporation, Kalamazoo, Michigan from June 1994
until it was acquired in January 1996. He also served as
Chairman and Chief Executive Officer of Harbor Country Banking
Company, Three Oaks, Michigan, from April through December 1992
and as President and Chief Operating Officer of Buckeye Financial
Corporation, a bank holding company located in Columbus, Ohio,
from 1988 to 1991.
Stephen E. Ross. Mr. Ross has served as the Treasurer of W.
Soule & Co., industrial mechanical contractors and fabricators,
located in Paw Paw, Michigan since June 1995. Prior to that
time, Mr. Ross was a partner with the accounting firm of Barnes &
Ross. Mr. Ross is the son of Director Edgar F. Ross.
Larry D. Schultz. Mr. Schultz is President and Director of
Schultz Roofing Supply Co., St. Joseph, Michigan, a position he
has held since 1963.
Robert C. Lucas. Mr. Lucas is a certified public accountant, and
in January 1996 joined the accounting firm of BDO Seidman, LLP,
Troy, Michigan. From January 1993 to December 1996, Mr. Lucas
was a principal with the consulting firm of R.A. Reeves &
Associates, Inc., Southfield, Michigan. Prior to 1993, Mr. Lucas
held various management and accounting positions with First of
America, located in Detroit, Michigan.
James B. McQuillan. Mr. McQuillan is an attorney of counsel for
the firm of Butzbaugh and Dewane, located in St. Joseph,
Michigan. Mr. McQuillan has been associated with Butzbaugh and
Dewane since 1956.
Wallace D. Riley. Mr. Riley is the Chief Executive Officer of
Riley and Roumell, P.C., a law firm located in Detroit, Michigan.
Thomas G. Watson. Mr. Watson is President and Chief Executive
Officer of the Company and the Bank. Mr. Watson has held these
positions with the Company since its formation in September 1994
and with the Bank since June 1994. Mr. Watson previously served
as Vice President, Treasurer and Chief Financial Officer since
joining the Bank in 1987.
James M. Behlen. Mr. Behlen is currently retired. Prior to his
retirement in 1994, Mr. Behlen was a commercial loan officer
with Shoreline Bank, Benton Harbor, Michigan. Mr. Behlen has
been in the banking business for over 30 years.
Neil R. Berndt. Since 1955, Mr. Berndt has owned and managed the
engineering firm of Neil R. Berndt & Associates, located in St.
Joseph, Michigan. Mr. Berndt also serves as President of Sunset
Coast Homes, Inc., a construction firm located in St. Joseph,
Michigan, and as President of Lincoln Pines Development Co., a
land development company located in St. Joseph, Michigan. In
addition, Mr. Berndt is President of Public Services, Inc., an
investment firm located in St. Joseph, Michigan.
William F. Early. Mr. Early joined the Bank in 1969 as Vice
President, and served as the Bank's President and Chief Executive
Officer from September 1986 until June 30, 1994. He served as
Vice Chairman of the Board and as an executive officer of the
Bank from July 1, 1994 until his retirement on December 31, 1994.
Edgar F. Ross. Mr. Ross is President of City Plumbing & Heating
Co., located in St. Joseph, Michigan, a position he has held
since 1981. Mr. Ross is the father of Director Stephen E. Ross.
<PAGE>
Board of Directors' Meetings and Committees
Board and Committee Meetings of the Company. Meetings of the
Company's Board of Directors are generally held on a quarterly
basis. The Board of Directors of the Company held 15 meetings
during the fiscal year ended June 30, 1996. No incumbent
director attended fewer than 75% of the total number of meetings
held by the Board of Directors and by all committees of the Board
of Directors on which he served during the year.
The Board of Directors of the Company has standing Audit,
Executive, Strategic Planning, MRP-SOP and Nominating Committees.
The Audit Committee of the Company reviews audit reports and
related matters to ensure effective compliance by the Company
with internal policies and procedures. Directors Behlen, Berndt,
Lucas, S. Ross and Schultz are members of this Committee. The
Audit Committee met four times during fiscal 1996.
The Executive Committee of the Company acts on issues arising
between regular board meetings and is responsible for
compensation and employee benefit matters. The Executive
Committee is comprised of President Watson and Directors Berndt,
Early, McQuillan, E. Ross and Schultz. The Executive Committee
met six times fiscal 1996.
The MRP-SOP Committee is responsible for administering the Stock
Option Plan and the MRP. Directors Behlen, McQuillan, E. Ross,
S. Ross and Schultz are members of this Committee. This
Committee met once during fiscal 1996.
The entire Board of Directors acting as the nominating committee
of the Company is responsible for nominating persons to serve on
the Board of Directors of the Company. While the Board of
Directors will consider nominees recommended by stockholders, the
committee has not actively solicited such nominations. Pursuant
to the Company's Bylaws, nominations by stockholders must be
delivered in writing to the Secretary of the Company at least 30
days before the date of the Meeting.
Board and Committee Meetings of the Bank. Meetings of the Bank's
Board of Directors are generally held on a monthly basis. The
Board of Directors of the Bank held 12 meetings during the fiscal
year ended June 30, 1996. No incumbent director attended fewer
than 75% of the total number of meetings held by the Board of
Directors and by all committees of the Board of Directors on
which he served during the year.
The Board of Directors of the Bank also has standing Asset
Classification/Loan Review, Asset Liability, Community
Reinvestment Act, Compliance and Regulation, Investment and Loan
Committees.
Director Compensation
The members of the Board of Directors of the Company are not paid
for their service in such capacity. Compensation of the Bank's
directors is described below.
During fiscal 1996, directors (including President Watson) were
paid a fee of $550 per regular board meeting attended and $175
for each special board meeting attended. Each director also
received $75 per month for serving on the Bank's loan committee
and $50 for each other committee meeting attended, except for
President Watson, who does not receive fees for attending
committee meetings.
<PAGE>
Executive Compensation
The Company has not paid any compensation to its executive
officers since its formation. The Company does not presently
anticipate paying any compensation to such persons until it
becomes actively involved in the operation or acquisition of
businesses other than the Bank.
The following table sets forth information concerning the
compensation paid or accrued by the Bank for services rendered by
the Bank's Chief Executive Officer. No executive officer of the
Bank had aggregate compensation (salary plus bonus) in excess of
$100,000 in fiscal 1996.
<TABLE>
<CAPTION>
Summary Compensation
Table
- - --------------------------
Annual Compensation Long
Term Compensation Awards
-------------------
- - -----------------------------
Name and Other
Restricted All Other
Principal Fiscal Salary Bonus Annual
Stock Options Compensation
Position Year ($) ($) Compensation($)
Award's($) (#) ($)
- - --------- ------ ------ ----- ---------------
- - ----------- ------ -----------
<S> <C> <C> <C> <C> <C>
<C> <C>
Thomas G. Watson 1996 $73,450(1) --- ---(2)
$114,260(3) 14,283(4)$10,044(5)
President and Chief 1995 $68,475(1) $1,815 ---
- - --- --- 7,090
Executive Officer 1994 $56,050 $2,677 ---
- - --- --- 6,252
<FN>
(1) Includes compensation of $6,950 and $7,975 for service as a
director of the Bank during fiscal 1996 and 1995, respectively.
Mr. Watson did not receive any compensation for service as a
director during fiscal 1994.
(2) Mr. Watson did not receive any additional benefits or
perquisites which, in the aggregate, exceeded 10% of his salary
and bonus or $50,000.
(3) Represents the dollar value, based on the $20.00 closing
price per share of the Common Stock on February 28, 1996, the
date of grant. The shares of restricted stock shall vest in
ten equal annual installments (the first installment is to vest
on October 1, 1996, and each additional installment will vest
ratably each October 1 thereafter), provided the individual
maintains "Continuous Service" (as defined in the MRP) with the
Company and/or the Bank. Mr. Watson is entitled to receive any
and all dividends paid on the restricted shares. Based on the
$19.50 closing price per share of the Common Stock on September
16, 1996, the 5,713 restricted shares held by Mr. Watson, had an
aggregate market value of $111,404.
(4) On February 28, 1996, Mr. Watson received options to
purchase 14,283 shares of Common Stock, at an exercise price of
$19.625 per share, the "Market Value (as defined in the Stock
Option Plan) of the Common Stock on the date of the grant. These
options are scheduled to vest equally over a five year period
with the first installment to vest on October 1, 1996, and each
additional installment to vest ratably each October 1 thereafter.
(5) Represents the Bank's payment on behalf of Mr. Watson of
medical and life insurance premiums of $2,820, a pension plan
contribution of $3,844 and ESOP contribution of $3,380.
</TABLE>
The following table sets forth certain information concerning
stock options granted by the Company to Mr. Watson during fiscal
1996. No stock appreciation rights were granted during fiscal
1996.
<TABLE>
<CAPTION>
OPTION GRANTS IN LAST FISCAL YEAR
---------------------------------
Individual Grants
-----------------
Number of Securities % of Total Options Exercise
Underlying Options Granted to Employees or Base
Expiration
Name Granted (#)(1) in Fiscal Year Price
($/Sh) Date
- - ---- -------------------- -------------------
- - ------------ ----------
<S> <C> <C> <C>
<C>
Thomas G. Watson 14,283 17.96% 19.625
02-28-06<FN>
(1) The foregoing options are scheduled to vest in five equal
annual installments with the first installment scheduled to vest
on October 1, 1996, and each subsequent installment to vest
equally on the next four anniversary dates thereafter.
</TABLE>
<PAGE>
The following table sets forth certain information concerning the
aggregate number and value of stock options held by Mr. Watson at
June 30, 1996. No stock appreciation rights have been granted by
the Company to date.
<TABLE>
<CAPTION>
AGGREGATE OPTIONS EXERCISED IN LAST FISCAL YEAR AND FY-END
OPTION VALUES
- - ------------------------------------------------------------------------
Number of Securities Value of
Unexercised
Underlying Unexercised In-the-Money
Options
Options at FY-End (#) FY-End
($)(1)
----------------------
- - -------------------
Shares
Acquired on
Exercise Value
Name (#) Realized($) Exercisable Unexercisable
Exercisable Unexercisable
- - ---- ---------- ----------- ----------- -------------
- - ----------- -------------
<S> <C> <C> <C> <C>
<C> <C>
Thomas G. Watson --- --- --- 14,283
- - --- $8,927<FN>
(1) Represents the aggregate market value of the stock options
as of June 30, 1996. The market value per share of the stock
options is the difference between the market price per share of
the Common Stock ($20.25 per share based upon the average of the
closing high bid and low asked price per share of the Common
Stock as reported on the Nasdaq SmallCap Market on June 28, 1996,
the last trading day of the fiscal year) less the exercise price
($19.625 per share) of the stock options.
</TABLE>
Employment Agreements
On June 28, 1996, the Bank entered into an employment agreement
(the "Agreement") with Mr. Watson. The Agreement provides for an
annual base salary in an amount not less than Mr. Watson's
current salary and an initial term of three years. The Agreement
further provides for extensions of one year, in addition to the
then-remaining term thereunder, on each anniversary of the
effective date of the Agreement, subject to the explicit review
and approval of such extension by the Board of Directors of the
Bank. The Agreement terminates upon Mr. Watson's death, for
cause, in certain events specified by OTS regulations, or by Mr.
Watson upon 90 days' notice to the Bank.
In the event Mr. Watson's employment with the Bank is involuntary
terminated (as defined in the Agreement), he would be entitled to
receive his salary and benefits for the remaining term of the
Agreement, less the amount of any salary and bonuses received by
Mr. Watson from new employment with an FDIC insured financial
institution or affiliate during the period that the Bank is
obligated to make post-termination salary payments. Similarly,
in the event of disability (as defined in the Bank's then current
disability plan), Mr. Watson would be entitled to receive his
salary and benefits for the remaining term of the Agreement,
reduced by any disability insurance payments made to Mr. Watson
on insurance policies maintained by the Bank at its expense.
Certain Transactions
The Bank follows a policy of granting loans to eligible officers,
directors and employees and members of their immediate families
for the financing of their personal residences and for
consumer purposes. Loans to executive officers and directors
must be approved by a majority of the disinterested directors and
loans to other officers and employees must be approved by
the Bank's loan committee. All loans to executive officers and
directors were made in the ordinary course of business in
accordance with the Bank's standard underwriting practices and
procedures, were made 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
include more than the normal risk of collectability or present
other unfavorable features.
Compliance with Section 16 of the Securities and Exchange Act
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who own
more than 10% of a registered class of the Company's equity
securities, to file with the SEC initial reports of ownership and
reports of changes in ownership of Common Stock and other equity
securities of the Company. Officers, directors and greater than
10% shareholders are required by SEC regulation to furnish the
Company with copies of all Section 16(a) forms they file.
<PAGE>
To the Company's knowledge, based solely on a review of the
copies of such reports furnished to the Company and written
representations that no other reports were required, all Section
16(a) filing requirements applicable to its officers, directors
and greater than 10 percent beneficial owners were complied with
during the fiscal year ended June 30, 1996, except for late
filings by Directors Lucas, Riley and Behlen. Directors Lucas
and Riley each failed to file on a timely basis a Form 3 upon
becoming a director of the Company. Director Behlen failed to
file on a timely basis a Form 4 reporting his acquisitions of 200
shares of Common Stock on March 20, 1996 and 200 shares of Common
Stock on March 26, 1996. Directors Lucas, Riley and Behlen have
all subsequently filed the required forms to correct these
oversights.
PROPOSAL II - RATIFICATION OF APPOINTMENT OF AUDITORS
The Board of Directors of the Company has appointed Crowe, Chizek
and Company LLP, independent accountants, to be the Company's
auditors for the fiscal year ending June 30, 1997.
Representatives of Crowe, Chizek and Company LLP are expected to
attend the Meeting to respond to appropriate questions and to
make a statement if they so desire.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR"
THE RATIFICATION OF THE APPOINTMENT OF CROWE, CHIZEK AND COMPANY
LLP, AS THE COMPANY'S AUDITORS FOR THE FISCAL YEAR
ENDING JUNE 30, 1997.
STOCKHOLDER PROPOSALS
In order to be eligible for inclusion in the Company's proxy
materials for the next annual meeting of stockholders, any
stockholder proposal to take action at such meeting must be
received at the Company's office located at 301 State Street, St.
Joseph, Michigan 49085, no later than June 2, 1997. Any such
proposal shall be subject to the requirements of the proxy
rules adopted under the Exchange Act.
OTHER MATTERS
As of the date of this Proxy Statement, the Board of Directors
does not know of any other business to be presented for
consideration at the Meeting other than as described above in the
Notice of Annual Meeting and this Proxy Statement. However, if
any other matter should properly come before the Meeting, it is
intended that holders of the proxies will act in accordance with
their best judgment.
The cost of solicitation of proxies will be borne by the Company.
The Company will reimburse brokerage firms and other custodians,
nominees and fiduciaries for reasonable expenses incurred by them
in sending proxy materials to the beneficial owners of Common
Stock. In addition to solicitation by mail, directors, officers
and regular employees of the Company and/or the Bank may solicit
proxies personally or by telecopy or telephone without additional
compensation.
<PAGE>
REVOCABLE PROXY
SJS BANCORP, INC.
Annual Meeting of Stockholders
October 31, 1996
The undersigned hereby appoints the Board of Directors of SJS
Bancorp, Inc. (the "Company"), and the survivor of them, with
full powers of substitution, to act as attorneys and proxies for
the undersigned to vote all shares of common stock of the Company
which the undersigned is entitled to vote at the Annual Meeting
of Stockholders (the "Meeting"), to be held at the Cook Energy
Information Center located at Red Arrow Highway, Bridgman,
Michigan, at 1:00 p.m. local time, on Thursday, October 31, 1996,
and at any and all adjournments thereof, as follows:
I. The election as directors of all nominees listed below
(except as marked to the contrary).
--- FOR --- VOTE WITHHELD
INSTRUCTION: To withhold your vote for any individual nominee,
strike a line through that nominee's name below.
W. FORD KIEFT III STEPHEN E. ROSS LARRY D. SCHULTZ
II. The ratification of the appointment of Crowe, Chizek and
Company LLP, as the auditors of the Company for the fiscal year
ending June 30, 1997.
--- FOR --- AGAINST --- ABSTAIN
In their discretion, the proxies are authorized to vote on such
other matters as may properly come before the Meeting or any
adjournments or postponements thereof.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE
SPECIFIED, THIS PROXY WILL BE VOTED FOR THE PROPOSALS STATED. IF
ANY OTHER BUSINESS IS PRESENTED AT SUCH MEETING, THIS PROXY WILL
BE VOTED BY THOSE NAMED IN THIS PROXY IN THEIR BEST JUDGMENT.
The Board of Directors recommends a vote "FOR" the listed
proposals.
<PAGE>
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
This proxy may be revoked at any time before it is voted by: (i)
filing with the Secretary of the Company at or before the Meeting
a written notice of revocation bearing a later date than the
proxy; (ii) duly executing a subsequent proxy relating to the
same shares and delivering it to the Secretary of the Company at
or before the Meeting; or (iii) attending the Meeting and voting
in person (although attendance at the Meeting will not in and of
itself constitute revocation of a proxy). If this proxy is
properly revoked as described above, then the power of such
attorneys and proxies shall be deemed terminated and of no
further force and effect.
The undersigned acknowledges receipt from the Company, prior to
the execution of this Proxy, of Notice of the Meeting and a Proxy
Statement.
Dated:
----------------------------
-------------------------
SIGNATURE OF STOCKHOLDER
-------------------------
SIGNATURE OF STOCKHOLDER
Please sign exactly as your name(s) appear(s) to the left on this
card. When signing as attorney, executor, administrator, trustee
or guardian, please give your full title. If shares are held
jointly, each holder should sign.
PLEASE PROMPTLY COMPLETE, DATE, SIGN AND MAIL THIS PROXY
IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
