SCHEDULE 14A
(Rule 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14 (a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [ x ]
Check the appropriate box:
Preliminary Proxy Statement [ ]
Confidential, for Use
of the Commission Only (as permitted by Rule 14a-6(e) (2) [ ]
Definitive Proxy Statement [ X]
Definitive Additional Materials [ ]
Soliciting Material Pursuant to Rule 14a-11 (c) or Rule 14a-12
KANKAKEE BANCORP, INC.
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(Name of Registrant as Specified In Its Charter)
COMMITTEE TO PRESERVE SHAREHOLDER VALUE
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(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 14 (a)-6(i) (4) and
0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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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):
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4) Proposed maximum aggregate value of transaction:
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5) Total Fee Paid:
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[ ] Fee paid previously with preliminary materials.
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[ ] 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:
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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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KANKAKEE BANCORP, INC.
________________
ANNUAL MEETING OF STOCKHOLDERS
April 26, 2002
___________________
PROXY STATEMENT OF THE KANKAKEE BANCORP, INC. COMMITTEE
TO PRESERVE SHAREHOLDER VALUE (THE "COMMITTEE")
[OPPOSES THE BOARD OF
DIRECTORS OF KANKAKEE BANCORP, INC.]
This Proxy Statement and WHITE proxy card are being furnished to holders of the
common stock (the "Stockholders"), par value $.01 per share (the "Common Stock")
of Kankakee Bancorp, Inc. (the "Company") a Delaware Corporation, in connection
with the solicitation of proxies (the "Proxy Solicitation") by the Kankakee
Bancorp, Inc. Committee to Preserve Shareholder Value (the "Committee"). The
Annual Meeting of Stockholders is to be held on April 26, 2002. Please refer to
the Company's proxy statement for the time and location of this meeting (the
"Annual Meeting"). Stockholders who own the Common Stock on March 4, 2002 will
be entitled to vote ("Annual Meeting Record Date"). The Company's principal
executive offices are located at 310 S. Schuyler Avenue, Kankakee, Illinois
60901.
At the Annual Meeting, the Company will be seeking (i) the election of two
Directors for a term of three years or until a successor has been elected and
qualified and (ii) ratification of the appointment of McGladrey & Pullen, LLP,
independent auditors.
The Committee members own approximately 70,850 shares (5.80%) of the Company's
outstanding Common Stock and are soliciting the votes of other Stockholders to
elect two Directors at this year's Annual Meeting. The Committee is soliciting
your proxy in support of the election of Lawrence Seidman ("Seidman") and Robert
Williamson ("Williamson"), (the "Committee Nominees") to the Company's Board of
Directors.
The Committee consists of Seidman and Associates, L.L.C. ("SAL"), a New Jersey
Limited Liability Company; Seidman Investment Partnership, L.P.; ("SIP"), a New
Jersey Limited Partnership; Seidman Investment Partnership II, L.P.("SIP II"), a
New Jersey Limited Partnership; Kerrimatt, L.P. ("Kerrimatt"), a New Jersey
Limited Partnership; Federal Holdings, LLC ("Federal"), a New York Limited
Liability Company; Pollack Investment Partnership, LP ("PIP"), a New Jersey
Limited Partnership, Dennis Pollack ("Pollack"), Williamson and Seidman. This
Proxy Statement and WHITE proxy card are being first mailed or furnished to
Stockholders on or about March --, 2002.
The Committee's goal is to preserve shareholder value and it is the opinion of
the Committee that one of the best ways to accomplish this goal is through the
representation of significant shareholders on the Board of Directors. Through
representation on the Board of Directors, the Committee Nominees will attempt to
persuade the Board of Directors to: (i) accelerate the Company's share
repurchase program; and (ii)retain an investment banker to determine the value
of the Company in a sale versus remaining independent.
Remember, your last dated proxy is the only one which counts, so return the
WHITE card even if you delivered a prior proxy. We urge you not to return any
proxy card sent to you by the Company.
Your vote is important, no matter how many or how few shares you hold. If your
shares are held in the name of a brokerage firm, bank, or nominee, only they can
vote your shares and only upon receipt of your specific instructions.
Accordingly, please return the WHITE proxy card in the envelope provided by your
Bank or Broker or contact the person responsible for your account and give
instructions for such shares to be voted for the Committee Nominees.
If your shares are registered in more than one name, the WHITE proxy card should
be signed by all such persons to ensure that all shares are voted for the
Committee's Nominees.
Please refer to the Company's proxy statement for a full description of
management's proposals, the securities ownership of the Company, the share vote
required to ratify each proposal, information about the Company's Officers and
Directors, including compensation, information about the ratification of the
appointment of McGladrey & Pullen, LLP, as independent auditors and the date by
which Stockholders must submit proposals for inclusion in the next Annual
Meeting.
Holders of record of shares of Common Stock on the Annual Meeting Record Date
are urged to submit a proxy even if such shares have been sold after that date.
The number of shares of Common Stock outstanding as of the Annual Meeting Record
Date is 1,241,793. Each share of Common Stock is entitled to one vote at the
Annual Meeting.
If you have any questions or need assistance in voting your shares, please call:
D. F. King & Co.
Att: Richard Grubaugh
77 Water Street
New York, New York 10005
(Call Toll Free (800) 628-8509)
THE COMMITTEE'S GOAL:
OUR GOAL IS TO MAXIMIZE THE VALUE
OF THE COMPANY'S STOCK FOR ALL
SHAREHOLDERS
The Committee believes its fellow Shareholders have the same goal: to maximize
the value of the Company's stock they purchased. The Committee believes that the
Company should immediately retain an investment banker to explore a sale of the
Company at a premium. Concurrently, the investment banker should also evaluate
whether the Company can make in-market acquisitions that are accretive
(acquisitions that will add to the earnings per share of the Company within one
year). The Committee does not believe that the value of the Company's stock can
be maximized solely through internal growth.
If the Company cannot grow through accretive acquisitions, the goal to maximize
value can be accomplished most effectively by selling or merging the Company.
The only way the Committee can be assured that its proposals receive appropriate
consideration is through Board representation. The Committee has urged
management to pursue acquisition/merger discussions with potentially interested
banks so the Company could properly compare the economic benefits of an
acquisition of other financial institutions to a sale of the Company.
No guarantee, or assurance, can be given that the Committee's proposals will
result in a maximization of shareholder value. It is simply, and solely, the
Committee's opinion that these proposals are likely to produce positive results
for all shareholders.
SEIDMAN'S AND WILLIAMSON'S FEBRUARY 19, 2002
MEETING WITH LARRY HUFFMAN
On February 19, 2002 Messrs. Seidman and Williamson met with Mr. Huffman, the
the President and Chief Executive Officer of the Company and primary subsidiary
Kankakee Federal Savings Bank (the "Association") and two investment bankers
representing the Company at the Company's main executive office in Kankakee.
Mr. Seidman requested that the Board be enlarged by two seats and that Mr.
Williamson and he be added to the Board. This suggestion would not require any
present Board Member to be removed. Based upon the Certificate of Incorporation
and By-Laws of the Company, the addition of two seats to the Board would not
require an amendment to the Certificate of Incorporation or By-Laws. Based upon
the Certificate of Incorporation, the number of directors shall be fixed
exclusively by the Board pursuant to a resolution adopted by a majority of the
whole Board.
On Friday, February 22, 2002, Mr. Seidman received a phone call from one of the
investment bankers who informed him that his proposal was rejected by the Board.
THE PRICE RECEIVED BY ALL ILLINOIS COMMERCIAL BANKS SOLD
IN THE LAST THREE CALENDAR YEARS COMPARED TO
THE COMPANY'S FINANCIAL RESULTS
The Company's stock, based upon its closing price of $36.15 on February 22,
2002, is trading at 1.07 times its December 31, 2001 $33.86 stated book value
and 13.79 times its twelve month December 31, 2001 diluted earnings per share of
$2.62. In the opinion of the Committee, unless the Company can do an accretive
acquisition, a sale of the Company at this time will be more beneficial than the
Company remaining an independent financial institution. These facts are
supported by the following chart, which reflects the mean and median price to
book value, deposit premium and price to last twelve months earnings multiple
paid for Illinois banks and thrifts acquired in 1999 (15 banks and 4 thrifts),
2000 (10 banks and 2 thrifts), 2001 (14 banks and 4 thrifts):
ILLINOIS MERGER ACTIVITY 1999-2001
1999 PRICE/BOOK(%) PRICE/EPS(x) Deposit Premium
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BANK Mean 195.05 22.79 11.95
RATIO Median 204.65 19.35 11.51
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THRIFT Mean 161.81 36.49 11.44
RATIO Median 140.66 38.15 6.51
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2000
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BANK Mean 156.11 19.22 6.11
RATIO Median 157.11 17.36 6.82
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THRIFT Mean 150.57 33.60 3.72
RATIO Median 150.57 33.60 3.72
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2001
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BANK Mean 157.10 19.26 7.23
RATIO Median 151.26 18.13 6.24
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THRIFT Mean 139.24 16.22 9.11
RATIO Median 147.96 15.73 8.72
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Based upon the 2001 mean and median valuations shown above, the Company based
upon a $33.86 stated book value, 415,467 of deposits and 2.62 diluted earnings
per share for the Calendar Year 2001, is worth the following per share amount:
Book Value Deposit Premium LTM Earning
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Mean $47.14 $64.78 $42.50
Median $50.09 $63.47 $41.21
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There can be no assurance or guarantee that the Company would receive a price
equal to or greater than the mean of median ratio stated above.
THEREFORE A VOTE FOR THE
COMMITTEE NOMINEES IS A VOTE
TO START THE PROCESS TO
ACCELERATE THE SHARE REPURCHASE
PROGRAM, ATTEMPT TO DO AN
ACCRETIVE ACQUISITION AND
IF NOT POSSIBLE SELL
THE COMPANY FOR A PREMIUM
PRICE WHICH IS OPPOSED BY THE
PRESENT BOARD AND MANAGEMENT
Each Shareholder should be aware that the present election is only to elect two
Directors to the Board of Directors of the Company and has nothing to do with
the election of Directors to the Association, the wholly owned banking
subsidiary of the Company. The present Directors of the Company, even if the two
(2) Committee Nominees win this election, will still be able to appoint the
Board of Directors of the Association, including the Company Nominees, even if
they lose the election.
If a sale of the Company is not possible at a satisfactory price, the Committee
Nominees, if elected, will work to increase the Company's earnings, earnings per
share, earning assets and deposits and will strongly recommend that the Company
aggressively pursue its stock repurchase program. In addition, the Committee
Nominees will attempt to persuade the Company to pursue an accretive
acquisition. The Board of Directors of the Company would have to determine a
satisfactory price which could be either all cash or a combination of cash and
stock. (The Board would have to make the same determination with respect to the
consideration to be received in connection with a sale of the Company.) To
accomplish the Committee's goal, the Nominees, if elected, will need the
cooperation of two of the other Directors. Furthermore, the Nominees' plans
could change subject to the fiduciary duty they will owe to all shareholders, if
elected.
The Committee bases its position that the Board of Directors and Management of
the Company oppose a sale of the Company upon a statement by Mr. Huffman to Mr.
Seidman during a phone call prior to the February 19, 2002 meeting, which
statement was restated during the February 19th meeting. Specifically, Mr.
Huffman stated that at the present time the Board is not interested in pursuing
a sale of the Company and would prefer remaining independent.
Shareholders will not be afforded a separate opportunity to vote on the
implementation of a stock repurchase program. Shareholders will be required to
vote on a sale or a merger; except an acquisition for cash may not require
shareholder approval.
MR. SEIDMAN'S PAST HISTORY OF PROMOTING THE
MAXIMIZATION OF SHAREHOLDER VALUE
Seidman and Pollack have been involved in proxy contests in connection with the
following seven separate companies since 1995, IBS Financial Corp.("IBSF"),
Wayne Bancorp, Inc. ("WYNE"), South Jersey Financial Corp., Inc. ("SJFC"),
Citizens First Financial Corp. ("CFSB"), Yonkers Financial Corp. ("YFCB"), First
Federal Savings and Loan Association of East Hartford ("FFES")and Vista Bancorp,
Inc. ("Vista") seeking to maximize shareholder value by either an accretive
acquisition or sale of the respective companies. IBSF, WYNE, FFES, VBNJ, YFCB
and SJFC were sold at significant premiums to their book value and earnings, as
shown by the following chart:
Multiples [X] Director
Seller Buyer Book Value % LTM EPS [X] Nominees
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Wyne Valley National Bancorp 2.00 31.7 Seidman-Pollack
IBSF Hudson United Bancorp. 1.45 31.0 Seidman-Pollack
SJFC Richmond Cty. Fin. Corp. 1.14 24.1 Seidman
FFES Connecticut Bancshares,Inc. 1.37 13.5 Seidman-Williamson*
VBNJ United National Bankcorp 2.52 19.6 Pollack
YFCB Atlantic Bank of New York 1.52 16.20 Seidman-Pollack
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*Separate proxy contest - Mr. Williamson was not Mr. Seidman's Board Nominee.
Pollack was a member of the Board of WYNE. Seidman was a member of the Board of
SJFC and FFES, and Williamson was a member of the Board of FFES.
Seidman was not successful in his proxy contest with CFSB, VBNJ and YFCB.
However, Seidman was successful in having CFSB conduct a Dutch Auction for 15%
of its outstanding shares. Seidman had proposed this Dutch Auction and, in an
agreement with CFSB, agreed to tender the shares he controlled into the auction
and to execute a standstill agreement. Thus, the Dutch Auction resulted in large
measure from proposals made by, and actions undertaken, by Seidman. With respect
to YFCB Seidman continually pushed YFCB to sell. On November 14, 2001 YFCB
announced a sale to Atlantic Bank of New York at $29.00 cash per share, based
upon the above ratios.
The Board of Directors of CNYF and AHCI, each agreed voluntarily to increase by
one (1) the size of the Board and Seidman was added to each respective Board.
CNYF was sold to Niagara Bancorp, Inc. at a premium price of 1.30 times book and
27.57 times its last twelve (12) month earnings. AHCI was sold to Hudson River
Bancorp, Inc. at a premium price of 1.25 times book and 25.60 times its last
twelve (12) months earnings.
In addition, Seidman filed a Schedule 13D disclosing a plan to maximize
shareholder value through an accretive acquisition or sale of 1st Bergen
Bancorp, Inc. ("FBER"), Eagle BancGroup, Inc. ("EGLB"), and Jade Finacial
Corporation ("IGAF"). All three institutions were sold shortly after the
respective announcements. FBER was sold to Kearney Savings Bank for 1.78 % of
book value and 28.6 times earnings. EGLB was sold to First Busey Corporation
("FBC") for 1.41% of book value and 30.3 times earnings. (EGLB and FBC are
located in the same geographic part of Illinois as the Company.) IGAF was sold
to PSB Bancorp, Inc. for 92% of book value and 26.06 times earnings. Except for
IGAF, these companies were sold at a significant premium to book value and
earnings and its prevailing stock price.
All of the above institutions, except Vista Bancorp, Inc. (VBNJ) were thrifts.
Commercial banks normally receive multiples greater than thrifts.
There is no guarantee that the Company can be sold for a premium equal to or
greater than the premium paid for the commercial banks and thrifts mentioned in
this proxy statement.
RETURN ON AVERAGE EQUITY AND CHANGE OF CONTROL AGREEMENTS
The following chart reflects the Company's return on average equity for the past
six calendar years:
1996 6.72%
1997 7.98%
1998 5.86%
1999 4.07%
2000 6.93%
2001 8.2%
Therefore, in six years the average return on equity has increased 1.48% or 1/4
of 1% per year. In the Committee"s opinion, the historically average return on
equity is anemic.
Unfortunately, the Board rewarded management for its sub-par performance with
Change of Control Agreements for Gerald C. Chantome,Carol S. Hoekstra, Larry D.
Huffman, Michael A. Stanfa and Ronald J. Walters. Each of these agreements have
identical terms, which generally provide that if the executive is terminated by
the Company within either six months before or one year after a change of
control of the Company, as defined in the agreements, then the executive will
receive a severance equal to three times the sum of his or her base salary,
average performance bonus (2 year average) and average retirement plan
contributions (2 year average). Additionally, the Company entered into a Change
of Control Agreement with Terry L. Ralston, which is identical to the other
agreements, with the exception that Mr. Ralston will receive one times the sum
of his base salary, average performance bonuses and average retirement plan
contributions.
In the Committee's opinion the issuance of these Change of Control Agreements to
so many executives with a three times multiple is excessive. The Committee is
not opposed to reasonable Change of Control Agreements. The Committee can only
estimate the cost to the Shareholders of these Agreements because no disclosure
to date has been provided. The Committee estimates the cost at not less than
$1,300,000 or $1.07 per share.
ELECTION OF COMMITTEE NOMINEES
When you return the Committee's proxy card you are only voting for Seidman and
Williamson. Each of these candidates has consented to being named in this Proxy
Statement and has agreed to serve as a Director, if elected.
Robert Williamson, age 43, is a private investor whose principal office is
located at 25 Greenview Dr., Apt. 29, Manchester, NH 03102. Williamson has sole
investment discretion and voting authority with respect to all of the Company's
securities he owns.
Lawrence Seidman, age 54, is a private investor whose principal office is
located at 100 Misty Lane, Parsippany, NJ 07054. Mr. Seidman has sole investment
discretion and voting authority for SAL, SIP, SIPII, Kerrimatt and Federal and
shared investment discretion and voting authority for PIP. Mr. Seidman, since
March 10, 1999, has been the President, General Counsel and a Director of Menlo
Acquisition Corporation. Mr. Seidman is also Manager of Seidman & Associates,
LLC, Co-General Partner of Pollack Investment Partnership, L.P. President of
Veteri Place Corp., the sole General Partner of Seidman Investment Partnership,
LP, Seidman Investment Partnership II, LP, Manager of Federal Holdings, L.L.C.
and business consultant to certain partnerships and individuals, including, but
not limited to, Kerrimatt, LP.
The members of the Committee have agreed to act in concert; however, they have
expressly reserved the right to terminate their agreement to act in concert.
During the last ten (10) years: (i) none of the Committee members has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors); (ii) none of the Committee members, has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree, or final
order enjoining future violations of, or prohibiting activities subject to,
federal or state securities laws, or finding any violation with respect to such
laws; (iii) the Committee members, other than SIPII, Williamson, Pollack, PIP
and Kerrimatt, were parties to a civil proceeding which ultimately mandated
activities that were subject to federal securities laws. Specifically, a civil
action was filed by IBSF, during a proxy contest with certain members of the
Committee, in the U.S. District Court. This litigation named the members of the
Committee, as Defendants; except, SIPII, Pollack, PIP, Williamson and Kerrimatt.
The claim was made that three members on the Committee did not make all of the
disclosures required by the Securities Exchange Act of 1934. The District Court
entered a Judgment dismissing the claims made by IBSF. The Third Circuit Court
of Appeals reversed in part, and remanded the matter, determining that two (2)
additional disclosures should have been made. Pending the remand, an Amended
Schedule 13D was filed making additional disclosures with regard to Seidcal
Associates and Kevin Moore concerning the background, biographical and
employment, information on Brant Cali of Seidcal and Kevin Moore of Federal.
Thereafter, the District Court entered a Judgment After Remand which directed
the inclusion of these disclosures in the Schedule 13D.
None of the Committee members is, or was within the past year, a party to any
contract, arrangements or understandings with any person with respect to any
securities of the registrant, including, but not limited to joint ventures, loan
or option arrangements, puts or calls, guarantees against loss or guarantees of
profit, division of losses or profits, or the giving or withholding of proxies.
In addition none of the Committee members or any associates of the Committee
members have any arrangement or understanding with any person (a) with respect
to any future employment by the Company or its affiliates; or (b) with respect
to any future transactions to which the Company or any of its affiliates will or
may be a party.
Mr. Seidman is the manager of SAL, Co-General Partner with Pollack in PIP, and
is the President of the Corporate General Partner of SIP and SIPII and the
investment manager for Kerrimatt and Federal; and, in that capacity, Mr. Seidman
has the authority to cause those entities to acquire, hold, trade, and vote
these securities and with respect to PIP, Seidman shares these functions with
Pollack. SAL, SIP, SIPII, Kerrimatt, PIP and Federal were all created to
acquire, hold, and sell publicly-traded securities. None of these entities was
formed to solely acquire, hold, and sell the Company's securities. Each of these
entities owns securities issued by one or more companies other than the Company.
The members and limited partners in SIP, SIPII, SAL, Kerrimatt, PIP and Federal
are all passive investors, who do not - and cannot - directly, or indirectly,
participate in the management of these entities, including without limitation
proxy contests. Seidman's total compensation is dependent upon the profitability
of the operations of these entities, but no provision is made to compensate
Seidman solely based upon the profits resulting from transactions from the
Company's securities. In SAL, Seidman receives a $300,000 annual salary and a
percentage of the profits, after the Members receive a return on their
investment. In SIP, Federal and PIP, Seidman receives an annual fee, which is
payable quarterly, based upon a valuation of the assets, and he receives a
percentage of the profits. In Kerrimatt, Seidman receives an annual fee, which
is payable quarterly based upon a valuation of the assets with a stated maximum
fee payable, and he receives a percentage of the profits after a return to
limited partners. In SIPII, Seidman receives a percentage of the profits and no
annual fee.
On November 8, 1995, the acting Director of the Office of Thrift Supervision
("OTS") issued a Cease and Desist Order against Seidman ("C & D"), after finding
that Seidman recklessly engaged in unsafe and unsound practices in the business
of an insured institution. The C & D actions complained of were Seidman's
allegedly obstructing an OTS investigation. The C & D ordered him to cease and
desist from (i) any attempts to hinder the OTS in the discharge of its
regulatory responsibilities, including the conduct of any OTS examination or
investigation; and (ii) any attempts to induce any person to withhold material
information from the OTS related to the performance of its regulatory
responsibilities. The Order also provides that for a period of no less than
three (3) years if Seidman becomes an institution-affiliated party of any
insured depository institution subject to the jurisdiction of the OTS, to the
extent that his responsibilities include the preparation or review of any
reports, documents, or other information that would be submitted or reviewed by
the OTS in the discharge of its regulatory functions, all such reports,
documents, and other information shall, prior to submission to, or review by the
OTS, be independently reviewed by the Board of Directors or a duly appointed
committee of the Board to ensure that all material information and facts have
been fully and adequately disclosed. In addition, a civil money penalty in the
amount of $20,812 was assessed.
The voting power over the Company's securities is not subject to any
contingencies beyond standard provisions for entities of this nature (i.e.,
limited partnerships and limited liability companies) which govern the
replacement of a manager or a general partner. Specifically, the shares held by
each of the named entities are voted in the manner that Seidman elects, in his
non-reviewable discretion; except for PIP, where the voting discretion is shared
with Pollack.
Additional Information concerning the Committee is set forth in Appendices A and
B hereto. Each of the individuals listed on Appendix A attached hereto is a
citizen of the United States.
AUDITORS
The Committee has no objection to the ratification of the appointment of
McGladrey & Pullen, LLP, as independent accountants for the Company for the
fiscal year ending December 31, 2002.
SOLICITATION; EXPENSES
Proxies may be solicited by the Committee by mail, advertisement, telephone,
facsimile, telegraph, and personal solicitation. Phone calls will be made to
individual shareholders by Seidman, Williamson and employees of D. F. King & Co.
Seidman and Williamson will be principally responsible to solicit proxies for
the Committee and certain of Seidman's employees will perform secretarial work
in connection with the solicitation of proxies, for which no additional
compensation will be paid. Banks, brokerage houses, and other custodians,
nominees, and fiduciaries will be requested to forward the Committee's
solicitation material to their customers for whom they hold shares and the
Committee will reimburse them for their reasonable out-of-pocket expenses. The
Committee has retained D. F. King & Co. to assist in the solicitation of proxies
and for related services. The Committee will pay D. F. King & Co. a fee of up to
$25,000 and has agreed to reimburse it for its reasonable out-of-pocket
expenses. In addition, the Committee has also agreed to indemnify D. F. King &
Co. against certain liabilities and expenses, including liabilities and expenses
under the federal securities laws. The Securities and Exchange Commission deems
such an indemnification to be against public policy. Approximately ten (10)
persons will be used by D. F. King & Co.in its solicitation efforts.
The entire expense of preparing, assembling, printing, and mailing this Proxy
Statement and related materials and the cost of soliciting proxies will be borne
by Seidman, Williamson, SAL, SIP, PIP, Federal, Kerrimatt and SIP II. The
Committee does not intend to solicit proxies via the Internet.
Although no precise estimate can be made at the present time, the Committee
currently estimates that the total expenditures relating to the Proxy
Solicitation incurred by the Committee will be approximately $40,000 of which
$7,500 has been incurred to date. The Committee intends to seek reimbursement
from the Company for those expenses incurred by the Committee, if the
Committee's Nominees are elected, but does not intend to submit the question of
such reimbursement to a vote of the Shareholders.
For the proxy solicited hereby to be voted, the enclosed WHITE proxy card must
be signed, dated, and returned to the Committee, c/o D. F. King & Co. Inc., in
the enclosed envelope in time to be voted at the Annual Meeting. If you wish to
vote for the Committee Nominees, you must submit the enclosed WHITE proxy card
and must NOT submit the Company's proxy card. If you have already returned the
Company's proxy card, you have the right to revoke it as to all matters covered
thereby and may do so by subsequently signing, dating, and mailing the enclosed
WHITE proxy card. ONLY YOUR LATEST DATED PROXY WILL COUNT AT THE ANNUAL MEETING.
Execution of a WHITE proxy card will not affect your right to attend the Annual
Meeting and to vote in person. Any proxy may be revoked as to all matters
covered thereby at any time prior to the time a vote is taken by (i) filing with
the Secretary of the Company a later dated written revocation; (ii) submitting a
duly executed proxy bearing a later date to the Committee; or (iii) attending
and voting at the Annual Meeting in person. Attendance at the Annual Meeting
will not in and of itself constitute a revocation.
Shares of Common Stock represented by a valid, unrevoked WHITE proxy card will
be voted as specified. You may vote for the Committee's Nominees or withhold
authority to vote for the Committee's Nominees by marking the proper box on the
WHITE proxy card. Shares represented by a WHITE proxy card where no
specification has been made will be voted for the Committee's Nominees and for
McGladrey & Pullen, LLP.
Except as set forth in this Proxy Statement, the Committee is not aware of any
other matter to be considered at the Annual Meeting. The persons named as
proxies on the enclosed WHITE proxy card will, however, have discretionary
voting authority as such proxies regarding any other business that may properly
come before the Annual Meeting.
If your shares are held in the name of a brokerage firm, bank, or nominee, only
they can vote such shares and only upon receipt of your specific instructions.
Accordingly, please return the proxy in the envelope provided to you or contact
the person responsible for your account and instruct that person to execute on
your behalf the WHITE proxy card.
Only holders of record of Common Stock on the Annual Meeting Record Date will be
entitled to vote at the Annual Meeting. If you are a Shareholder of record on
the Annual Meeting Record Date, you will retain the voting rights in connection
with the Annual Meeting even if you sell such shares after the Annual Meeting
Record Date. Accordingly, it is important that you vote the shares of Common
Stock held by you on the Annual Meeting Record Date, or grant a proxy to vote
such shares on the WHITE proxy card, even if you sell such shares after such
date.
The Committee believes that it is in your best interest to elect the Committee's
Nominees as Directors at the Annual Meeting. THE COMMITTEE STRONGLY RECOMMENDS A
VOTE FOR THE COMMITTEE NOMINEES AND FOR THE PROPOSED AUDITORS.
KANKAKEE BANCORP, INC.COMMITTEE TO PRESERVE SHAREHOLDER VALUE.
I M P O R T A N T !!!
If your shares are held in "Street Name" only your bank or broker can vote your
shares and only upon receipt of your specific instructions. Please return the
proxy provided to you or contact the person responsible for your account and
instruct them to vote for the Committee's Nominees on the WHITE proxy card.
If you have any questions, or need further assistance, please call Lawrence
Seidman at 973-560-1400, Extension 108, or, our proxy solicitor: D. F. King &
Co., Att: Richard Grubaugh, 77 Water Street, New York, New York 10005, at
800-628-8509.
APPENDIX A
THE COMMITTEE TO PRESERVE SHAREHOLDER
VALUE AND ITS NOMINEES
The participants who comprise the Committee own in the aggregate 70,850 shares
of Common Stock, representing approximately 5.80% of the shares outstanding and
are as follows:
Seidman and Associates, L.L.C. ("SAL"), is a New Jersey limited liability
company, organized to invest in securities, whose principal and executive
offices are located at 19 Veteri Place, Wayne, New Jersey 07470. Lawrence
Seidman is the Manager of SAL and has sole investment discretion and voting
authority with respect to such securities.
Seidman Investment Partnership, L.P. ("SIP"), is a New Jersey limited
partnership, whose principal and executive offices are located at 19 Veteri
Place, Wayne, NJ 07470. Veteri Place Corporation is the sole General Partner of
SIP and Lawrence Seidman is the only shareholder director and officer of Veteri
Place Corporation. Seidman has sole investment discretion and voting authority
with respect to such securities.
Seidman Investment Partnership II, L.P. ("SIPII"), is a New Jersey limited
partnership, whose principal and executive offices are located at 19 Veteri
Place, Wayne, NJ 07470. Veteri Place Corporation is the sole General Partner of
SIPII and Lawrence Seidman is the only shareholder director and officer of
Veteri Place Corporation. Seidman has sole investment discretion and voting
authority with respect to such securities.
Kerrimatt, LP (Kerrimatt), is a limited partnership formed, in part, to invest
in stock of public companies whose principal and executive offices are located
at 80 Main Street, West Orange, New Jersey 07052. Lawrence Seidman has the sole
investment discretion and voting authority with respect to such securities until
September 27, 2003
Federal Holdings L.L.C. ("Federal"), is a New York limited liability company,
organized to invest in securities, whose principal and executive offices are
located at One Rockefeller Plaza, 31st Floor, New York, NY 10020. Lawrence B.
Seidman is the Manager of Federal and has sole investment discretion and voting
authority with respect to such securities.
Pollack Investment Partnership ("PIP") is a New Jersey limited partnership whose
principal and executive offices are located at 47 Blueberry Drive, Woodcliff
Lakes, New Jersey 07677. Pollack and Seidman are co-general partners of PIP and
share the investment discretion and voting authority with respect to such
securities.
Lawrence Seidman is a private investor, with discretion over certain client
accounts and is the Manager of Federal and SAL, and the President of the
Corporate General Partner of SIP and SIP II, co-general partner of PIP and the
investment manager of Kerrimatt. See Footnote No. 1 below for information
concerning regulatory action.
Dennis Pollack is the co-general partner of PIP and shares discretion with
Seidman with respect to this entity, and is a businessman and a private
investor. In addition, Mr. Pollack is the President and Chief Executive Officer
of Pegasus Funding Group, Inc. and a Vice President of Valley National Bank.
Robert Williamson is a private investor.
The following sets forth the name, business address, and the number of shares of
Common Stock of the KNK beneficially Owned as of February 22, 2002, by each of
the Committee Members [The actual stock purchase transactions are set forth on
Exhibit B.]
Number of Shares
of Common Stock
Beneficially
Name Owned & Owned Percent
Class Business Address in Record Name of
------------------------------------------------------------------------------
1. Seidman and Associates Lanidex Center, 13,685 1.125
L.L.C.(SAL) 100 Misty Lane
Parsippany, NJ 07054
2. Seidman Investment 19 Veteri Place 9,063 .745
Partnership, L.P.(SIP) Wayne, NJ 07470
3. Seidman Investment 19 Veteri Place 8,054 .662
Partnership II, L.P.(SIPII) Wayne, NJ 07470
4. Lawrence Seidman and 19 Veteri Place 58,900 4.84
discretionary clients Wayne, NJ 07470
(1) (2)
5. Federal Holdings, LLC One Rockefeller Plaza 8,798 .723
(Federal) New York, NY 10020
6. Kerrimatt, LP 80 Main St. 8,798 .723
(Kerrimatt) West Orange, NJ 07052
7. Pollack Investment 47 Blueberry Drive 5,115 .420
Partnership, L.P. (PIP) Woodcliff Lake, NJ 07677
8. Dennis Pollack (2) 47 Blueberry Drive 6,215 .510
(Pollack) Woodcliff Lake, NJ 07677
9. Robert Williamson 25 Greenview Dr., Apt. 29, 10,850 .892
(Williamson) Manchester, NH 03102
------------------
(1) Includes all shares owed by SAL, SIP, SIPII, Federal, Kerrimatt, and PIP.
(2) Includes shares owned by PIP.
Seidman may be deemed to have sole voting power and dispositive power as to
53,785 shares beneficially owned by SIP, SIP II, SAL, Kerrimatt and Federal and
his discretionary clients and shared voting power and dispositive power as to
the 5,115 shares owned by PIP. Pollack and Williamson have the sole voting
authority and depositive power for all the shares they own. On November 8, 1995,
the acting director of the Office of Thrift Supervision (OTS) issued a Cease and
Desist Order against Seidman ("C & D") after finding that Seidman recklessly
engaged in unsafe and unsound practices in the business of an insured
institution. The C & D actions complained of were Seidman's allegedly
obstructing an OTS investigation. The C & D ordered him to cease and desist from
(i) any attempts to hinder the OTS in the discharge of its regulatory
responsibilities, including the conduct of any OTS examination or investigation;
and (ii) any attempts to induce any person to withhold material information from
the OTS related to the performance of its regulatory responsibilities. The Order
also provides that for a period of no less than three (3) years if Seidman
becomes an institution-affiliated party of any insured depository institution
subject to the jurisdiction of the OTS, to the extent that his responsibilities
include the preparation or review of any reports, documents, or other
information that would be submitted or reviewed by the OTS in the discharge of
its regulatory functions, all such reports, documents, and other information
shall, prior to submission to, or review by the OTS, be independently reviewed
by the Board of Directors or a duly appointed committee of the Board to ensure
that all material information and facts have been fully and adequately
disclosed. In addition, a civil money penalty in the amount of $20,812 was
assessed.
EXHIBIT B
Entity Date Cost Per Share Proceed No. of Shares
Seidman & Assoc 6/1/00 19.6125 3,628.31 185
Seidman & Assoc 6/1/00 19.6125 182,690.44 9,315
Seidman & Assoc 6/1/00 19.6125 9,806.25 5000
Seidman & Assoc 6/7/00 20.3000 60,900.00 3,000
Seidman & Assoc 6/26/00 20.9250 37,665.00 1,800
Seidman & Assoc 6/30/00 20.8000 4,160.00 200
Seidman & Assoc 1/17/01 23.9490 (223,086.79) (9,315)
Seidman & Assoc 1/7/02 28.2900 240,507.50 8,500
Seidman & Assoc 2/1/02 23.9490 (11,974.60) (500)
Subtotal 316,270.71 13,685
SIP 6/1/00 19.6125 78,450.00 4,000
SIP 6/7/00 20.3000 60,900.00 3,000
SIP 6/20/00 20.9250 42,122.03 2,013
SIP 6/20/00 20.9250 18,560.48 887
SIP 7/27/00 21.1050 37,989.00 1,800
SIP 8/2/00 21.1750 21,175.00 1,000
SIP 1/17/01 23.9490 (95,796.80) (4,000)
SIP 1/17/01 23.9490 (71,847.60) (3,000)
SIP 1/17/01 23.9490 (21,242.94) (887)
SIP 1/7/02 28.2900 120,253.75 4,250
Subtotal 190,562.92 9,063
SIP II 6/1/00 19.6125 78,450.00 4,000
SIP II 6/7/00 20.3000 48,801.20 2,404
SIPII 6/7/00 20.3000 12,098.80 596
SIP II 8/10/00 21.1750 8,470.00 400
SIP II 1/17/01 23.9490 (95,796.80) (4,000)
SIP II 1/17/01 23.9490 (14,273.72) (596)
SIP II 9/28/01 25.0500 12,525.00 500
SIP II 10/2/01 25.2500 12,625.00 500
SIP II 1/7/02 28.2900 120,253.75 4,250
Subtotal 183,153.23 8,054
Federal Holdings 6/1/00 19.6125 78,450.00 4,000
Federal Holdings 6/7/00 20.3000 60,900.00 3,000
Federal Holdings 7/12/00 21.2250 96,531.30 4,548
Federal Holdings 7/12/00 21.2250 9,593.70 452
Federal Holdings 1/17/01 23.9490 (95,796.80) (4,000)
Federal Holdings 1/17/01 23.9490 (71,847.60) (3,000)
Federal Holdings 1/17/01 23.9490 (10,825.04) (452)
Federal Holdings 1/7/02 28.2900 120,253.75 4,250
Subtotal 187,259.31 8,798
` 6/7/00 20.3000 142,100.00 7,000
Kerri-Matt 7/12/00 21.2250 11,631.30 548
7/12/00 21.2250 9,593.70 452
Kerri-Matt 7/25/00 21.0500 16,840.00 800
Kerri-Matt 7/27/00 21.1050 67,536.00 3,200
Kerri-Matt 1/17/01 23.9490 (167,644.39) (7,000)
Kerri-Matt 1/17/01 23.9490 (10,825.04) (452)
Kerri-Matt 1/7/02 28.2900 120,253.75 4,250
Subtotal 189,485.32 8,798
Pollack Invest Prtshp 12/19/00 21.0500 5,578.25 265
Pollack Invest Prtshp 12/19/00 21.0500 9,156.75 435
Pollack Invest Prtshp 1/17/01 23.9490 (10,417.90) (435)
Pollack Invest Prtshp 9/25/01 25.3000 12,650.00 500
Pollack Invest Prtshp 1/7/02 28.2900 123,083.25 4,350
Subtotal 140,050.35 5,115
Lawrence Seidman & 6/1/00 19.6125 22,299.41 1,137
Clients 6/1/00 19.6125 36,538.09 1,863
1/17/01 23.9490 (44,617.35) (1,863)
1/7/02 28.2950 120,253.75 4,250
Subtotal 134,473.90 5,387
Pollack 1/26/01 23.7500 4,775.00 200
Pollack 1/26/01 23.9300 21,661.50 900
Subtotal 26,436.50 1,100
Williamson 6/7/00 24.2500 12,145.00 500
Williamson 6/13/01 25.2500 12,645.00 500
Williamson 6/14/01 25.6000 (2,539.91) (100)
Williamson 6/15/01 25.6000 (5,099.82) (200)
Williamson 6/19/01 25.1500 20,120.00 800
Williamson 6/19/01 25.1500 30,183.95 1,200
Williamson 6/22/01 25.0000 12,520.00 500
Williamson 6/22/01 25.1600 12,580.00 500
Williamson 6/26/01 24.9000 5,000.00 200
Williamson 7/9/01 25.1600 12,580.00 500
Williamson 7/10/01 25.0000 12,520.00 500
Williamson 8/1/01 25.7000 12,870.00 500
Williamson 8/3/01 26.1600 13,080.00 500
Williamson 8/3/01 26.1600 13,080.00 500
Williamson 8/7/01 26.1100 13,054.00 500
Williamson 8/8/01 25.9900 19,488.95 750
Williamson 8/13/01 25.9100 12,953.95 500
Williamson 8/13/01 26.1600 13,080.00 500
Williamson 9/21/01 26.0000 13,020.00 500
Williamson 9/21/01 26.1600 13,078.95 500
Williamson 12/4/01 27.1100 13,554.00 500
Williamson 1/7/02 29.0800 14,540.00 500
Williamson 1/7/02 29.0200 29,020.00 1,000
Williamson 1/3/02 28.7300 (22,987.50) (800)
Subtotal 280,486.57 10,850
Total 1,648,178.81 70,850
P R O X Y
THIS PROXY IS SOLICITED IN OPPOSITION TO THE BOARD OF DIRECTORS OF KANKAKEE
BANCORP, INC.BY THE COMMITTEE TO PRESERVE SHAREHOLDER VALUE.
ANNUAL MEETING OF SHAREHOLDERS
The undersigned hereby appoints Robert Williamson and Lawrence Seidman with full
power of substitution as proxy for the undersigned, to vote all shares of common
stock, par value $.01 per share of Kankakee Bancorp, Inc., (the "Company"),
which the undersigned is entitled to vote at the Annual Meeting of Stockholders
to be held on April 26, 2002, or any adjournment(s) or postponement(s) thereof
(the "Meeting"), as follows:
1. ELECTION OF DIRECTORS - To elect ROBERT WILLIAMSON AND LAWRENCE SEIDMAN
-- FOR -- WITHHOLD
To withhold authority to vote for the election of Robert Williamson and Lawrence
Seidman, write the respective name in the following space or withhold authority
for Robert Williamson and Lawrence Seidman by placing an X next to Withhold.)
2. APPOINTMENT OF McGLADREY & PULLEN, LLP, AS INDEPENDENT ACCOUNTANTS FOR THE
FISCAL YEAR ENDING DECEMBER 31, 2002:
For ___ Against ___ Abstain __
IMPORTANT: PLEASE SIGN AND DATE ON THE REVERSE SIDE.
This proxy, when properly executed, will be voted in the manner directed herein
by the undersigned Shareholder. Unless otherwise specified, this proxy will be
voted "FOR" the election of the Committee's Nominees as a Director and "FOR" the
appointment of McGladrey & Pullen, LLP, the independent accountants. This proxy
revokes all prior proxies given by the undersigned.
In his discretion, the proxy is authorized to vote upon such other business as
may properly come before the meeting, or any adjournments or postponements
thereof, as provided in the proxy statement provided herewith.
Please sign exactly as your name appears hereon or on your proxy cards
previously sent to you. When shares are held by joint tenants, both should sign.
When signing as an attorney, executor, administrator, trustee, or guardian,
please give full title as such. If a corporation, please sign in full
corporation name by the President or other duly authorized officer. If a
partnership, please sign in partnership name by authorized person. This proxy
card votes all shares held in all capacities.
Dated:___________________________________
_________________________________________
(Signature)
_________________________________________
(Signature, if jointly held)
Title: ____________________________________
PLEASE SIGN, DATE, AND MAIL THIS PROXY CARD TODAY.