UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[X] Preliminary Proxy Statement
[_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
KANKAKEE BANCORP, INC.
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(Name of Registrant as Specified In Its Charter)
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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 14a-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.
[_] 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: 2/26/2002
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Notes:
Reg. (S) 240.14a-101.
SEC 1913 (3-99)
[Logo of Kankakee Bancorp, Inc.]
310 South Schuyler Avenue
P.O. Box 3 (815) 937-4440
Kankakee, IL 60901-0003 Fax (815) 937-3674
March [__], 2002
Dear Fellow Stockholder:
On behalf of the board of directors and management of Kankakee Bancorp,
Inc., we cordially invite you to attend the tenth annual meeting of stockholders
of Kankakee Bancorp. The meeting will be held at 10:00 a.m., on Friday, April
26, 2002, at Sully's-Sullivan's Warehouse, a banquet facility located at 555
South West Avenue, Kankakee, Illinois 60901.
The two individuals whom your board of directors has nominated to serve as
directors are each incumbent directors. In addition to the election of the two
directors, stockholders are being asked to ratify the appointment of McGladrey &
Pullen, LLP, as auditors for Kankakee Bancorp. Accordingly, your board of
directors unanimously recommends that you vote your shares for each of the
director nominees and in favor of the ratification of our accountants.
We encourage you to attend the meeting in person. Whether or not you plan
to attend, however, please read the enclosed proxy statement and then complete,
sign and date the enclosed [color] proxy card and return it in the accompanying
postpaid return envelope as promptly as possible. This will save us additional
expense in soliciting proxies and will ensure that your shares are represented
at the meeting.
A copy of our annual report to stockholders for the year 2001 is also
enclosed. Thank you for your attention to this important matter.
Very truly yours,
/s/ William Cheffer /s/ Larry D. Huffman
William Cheffer Larry D. Huffman
Chairman of the Board President and Chief Executive Officer
[Logo of Kankakee Bancorp, Inc.]
310 South Schuyler Avenue
P.O. Box 3 (815) 937-4440
Kankakee, IL 60901-0003 Fax (815) 937-3674
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 26, 2002
Notice is hereby given that the annual meeting of stockholders of Kankakee
Bancorp, Inc. will be held at 10:00 a.m., local time, on Friday, April 26, 2002
at Sully's-Sullivan's Warehouse, a banquet facility located at 555 South West
Avenue, Kankakee, Illinois 60901. The annual meeting is for the purpose of
considering and acting upon:
1. The election of two directors of Kankakee Bancorp;
2. The ratification of the appointment of McGladrey & Pullen, LLP, as
auditors of Kankakee Bancorp for the fiscal year ending December 31,
2002; and
3. To act upon such other business as may properly come before the annual
meeting or any adjournments or postponements of the meeting.
We are not aware of any other business to come before the annual meeting.
Any action may be taken on any one of the foregoing proposals at the annual
meeting on the date specified above, or on any date or dates to which the annual
meeting may be adjourned or postponed. Stockholders of record at the close of
business on March 4, 2002 are the stockholders entitled to vote at the annual
meeting and any adjournments or postponements of the meeting. In the event there
are not sufficient votes for a quorum or to approve or ratify any of the
foregoing proposals at the time of the annual meeting, the meeting may be
adjourned or postponed in order to permit further solicitation of proxies by
Kankakee Bancorp.
You are requested to complete, sign and date the enclosed [color] proxy
card, which is solicited on behalf of the board of directors, and to mail it
promptly in the enclosed postpaid return envelope.
By Order of the Board of Directors
/s/ Michael A. Stanfa
Michael A. Stanfa
Secretary
Kankakee, Illinois
March [__], 2002
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IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE US THE EXPENSE OF FURTHER
REQUESTS FOR PROXIES TO ENSURE A QUORUM AT THE MEETING. A PRE-ADDRESSED ENVELOPE
IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED WITHIN THE
UNITED STATES.
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KANKAKEE BANCORP, INC.
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PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
April 26, 2002
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This proxy statement is being furnished to stockholders in connection with
the solicitation by our board of directors of proxies to be used at the annual
meeting to be held at Sully's-Sullivan Warehouse, a banquet facility located at
555 South West Avenue, Kankakee, Illinois, on Friday, April 26, 2002 at 10:00
a.m., or at any adjournments or postponements of the meeting. The accompanying
notice of meeting, [color] proxy card and this proxy statement are first being
mailed to stockholders on or about March [__], 2002. Certain of the information
provided in this proxy statement relates to Kankakee Federal Savings Bank, our
wholly owned subsidiary.
The following is information regarding the meeting and the voting process,
presented in a question and answer format.
Why am I receiving this proxy statement and proxy card?
You are receiving a proxy statement and proxy card from us because on March
4, 2002, you owned shares of Kankakee Bancorp's common stock. This proxy
statement describes the matters that will be presented for consideration by the
stockholders at the annual meeting. It also gives you information concerning the
matters to assist you in making an informed decision.
When you sign the enclosed proxy card, you appoint the proxy holder as your
representative at the meeting. The proxy holder will vote your shares as you
have instructed in the proxy card, thereby ensuring that your shares will be
voted whether or not you attend the meeting. Even if you plan to attend the
meeting, you should complete, sign and return your proxy card in advance of the
meeting just in case your plans change.
If you have signed and returned the proxy card and an issue comes up for a
vote at the meeting that is not identified on the form, the proxy holder will
vote your shares, pursuant to your proxy, in accordance with his or her
judgment.
What matters will be voted on at the meeting?
You are being asked to vote on the election of two directors of Kankakee
Bancorp for a term expiring in 2005 as well as the ratification of McGladrey &
Pullen, LLP as our independent auditors for the 2002 fiscal year. These matters
are more fully described in this proxy statement.
How do I vote?
You may vote either by mail or in person at the meeting. To vote by mail,
complete and sign the enclosed proxy card and mail it in the enclosed
pre-addressed envelope. No postage is required if mailed in the United States.
If you mark your proxy card to indicate how you want your shares voted, your
shares will be voted as you instruct.
If you sign and return your proxy card but do not mark the form to provide
voting instructions, the shares represented by your proxy card will be voted
"for" both nominees named in this proxy statement and "for" the ratification of
our auditors.
If you want to vote in person, please come to the meeting. We will
distribute written ballots to anyone who wants to vote at the meeting. Please
note, however, that if your shares are held in the name of your broker (or in
what is usually referred to as "street name"), you will need to arrange to
obtain a legal proxy from your broker in order to vote in person at the meeting.
Even if you plan to attend the meeting, you should complete, sign and return
your proxy card in advance of the meeting just in case your plans change.
What does it mean if I receive more than one [color] proxy card from us?
It means that you have multiple holdings reflected in our stock transfer
records and/or in accounts with stockbrokers. Please sign and return ALL [color]
proxy cards to ensure that all your shares are voted.
If I hold shares in the name of a broker, who votes my shares?
If you received this proxy statement from your broker, your broker should
have given you instructions for directing how your broker should vote your
shares. It will then be your broker's responsibility to vote your shares for you
in the manner you direct. Please complete, execute and return the proxy card in
the envelope provided by your broker.
What if I change my mind after I return my proxy?
If you hold your shares in your own name, you may revoke your proxy and
change your vote at any time before the polls close at the meeting. You may do
this by:
. signing another proxy with a later date and returning that proxy to
our proxy solicitor;
. sending notice to us that you are revoking your proxy; or
. voting in person at the meeting.
If you hold your shares in the name of your broker and desire to revoke
your proxy, you will need to contact your broker to revoke your proxy.
How many votes do we need to hold the annual meeting?
A majority of the shares that are outstanding and entitled to vote as of
the record date must be present in person or by proxy at the meeting in order to
hold the meeting and conduct business.
Shares are counted as present at the meeting if the stockholder either:
. is present and votes in person at the meeting; or
. has properly submitted a signed proxy card.
On March 4, 2002, the record date, there were [_________] shares of common
stock issued and outstanding. Therefore, at least [_________] shares need to be
present at the annual meeting in order to hold the meeting and conduct business.
What happens if a nominee is unable to stand for re-election?
The board may, by resolution, provide for a lesser number of directors or
designate a substitute nominee. In the latter case, shares represented by
proxies may be voted for a substitute nominee. You cannot vote for more than two
nominees. The board has no reason to believe any nominee will be unable to stand
for re-election or serve for his term if re-elected.
2
What options do I have in voting on each of the proposals?
You may vote "for" or "withhold authority to vote for" each nominee for
director. You may vote "for," "against" or "abstain" on any other proposal that
may properly be brought before the meeting.
How many votes may I cast?
Generally, you are entitled to cast one vote for each share of stock you
owned on the record date. The [color] proxy card included with this proxy
statement indicates the number of shares owned by an account attributable to
you.
How many votes are needed for each proposal?
The two individuals receiving the highest number of votes cast "for" their
election will be elected as directors of Kankakee Bancorp.
The ratification of our auditors and all other matters, must receive the
affirmative vote of a majority of the shares present in person or by proxy at
the meeting and entitled to vote. Broker non-votes will not be counted as
entitled to vote, but will count for purposes of determining whether or not a
quorum is present on the matter.
Where do I find the voting results of the meeting?
We will announce the results of the voting as soon as possible after the
meeting. We will also disclose the voting results in our Form 10-Q for the
quarter ended June 30, 2002.
Who bears the cost of soliciting proxies?
We will bear the cost of soliciting proxies. We have retained Morrow &
Company to assist, as necessary, in the solicitation of proxies, for a fee
estimated to be approximately $40,000 plus reasonable out-of-pocket expenses. In
addition to solicitations by mail, officers, directors or employees of Kankakee
Bancorp or Kankakee Federal may solicit proxies in person or by telephone. These
persons will not receive any special or additional compensation for soliciting
proxies. We may reimburse brokerage houses and other custodians, nominees and
fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy and
solicitation materials to stockholders.
VOTING SECURITIES AND PRINCIPAL HOLDERS
The following table sets forth information as of February 22, 2002,
regarding share ownership of:
. those persons or entities known by us to beneficially own more than
five percent of our common stock;
. each executive officer named in the summary compensation table with
the exception of Mr. Michael A. Stanfa and Mr. William Cheffer who are
listed on page 6 as nominees for director and Mr. Larry D. Huffman who
is listed on page 6 as a continuing director; and
. all directors and officers as a group.
The nature of beneficial ownership for shares listed in this table is sole
voting and investment power, except as set forth in the footnotes to the table.
Inclusion of shares shall not constitute an admission of beneficial ownership or
voting or investment power over the shares.
Shares Beneficially
Beneficial Owner Owned Percent of Class
---------------- ----- ----------------
Investors of America, Limited Partnership/(1)/ ......... 105,000 8.47%
3
135 North Meramec
Clayton, Missouri 63141
Jeffrey L. Gendell/(2)/ ................................ 109,100 8.80%
200 Park Avenue, Suite 3900
New York, New York 10166
Private Capital Management, L.P./(3)/ .................. 120,419 9.71%
8889 Pelican Bay Blvd., Suite 500
Naples, Florida 34103
Lawrence B. Seidman/(4)/ ............................... 70,850 5.71%
100 Misty Lane
Parsippany, New Jersey 07054
Ronald J. Walters/(5)/ ................................. 8,249 *
Vice President, Treasurer and
Chief Financial Officer
Gerald C. Chantome/(6)/ ................................ 32,499 2.61%
Senior Vice President
Directors and executive officers ....................... 167,524 13.38%
of Kankakee Bancorp as a group (13 persons)/(7)/
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* Less than 1.0%
(1) This information is as reported to the Securities and Exchange Commission
on a Schedule 13G dated January 10, 2002.
(2) This information is as reported to the Securities and Exchange Commission
on a Schedule 13D/A dated January 23, 2002. Mr. Gendell reported holding
such shares individually and as the managing member of Tontine Management,
LLC and as the general partner of Tontine Financial Partners, L.P.
(3) This information is as reported to the Securities and Exchange Commission
on a Schedule 13G/A dated February 19, 2002. Private Capital Management,
L.P. has shared power to vote the shares and to dispose of the shares.
(4) This information is as reported to the Securities and Exchange Commission
on a Schedule 13D dated January 7, 2002. Mr. Seidman reported holding such
shares individually and through control of Seidman and Associates L.L.C.,
Seidman Investment Partnership, L.P., Kerrimatt, LP, Federal Holdings
L.L.C. and Pollack Investment Partnership, L.P. The Schedule 13D was also
filed individually by Dennis Pollack and Robert Williamson.
(5) The amount reported includes 2,629 shares held in the 401(k) plan for the
benefit of Mr. Walters, over which shares he has shared voting and sole
investment power. The amount reported also includes 4,228 shares allocated
to Mr. Walters under our employee stock ownership plan, with respect to
which shares Mr. Walters has sole voting and no investment power, and 192
shares held by Mr. Walters' spouse, with respect to which shares Mr.
Walters has no voting or investment power.
(6) Includes 4,865 shares held in the 401(k) plan for the benefit of Mr.
Chantome, over which shares he has shared voting and sole investment power.
The amount reported also includes 3,709 shares allocated to Mr. Chantome
under our employee stock ownership plan, with respect to which shares Mr.
Chantome has sole voting and no investment power, 3,225 shares held by Mr.
Chantome's spouse, with respect to which shares he has no voting or
investment power and 5,950 shares subject to options granted under our
stock option plan and which are
4
exercisable, over which shares he has no voting and sole investment
power. Mr. Chantome retired effective January 31, 2002.
(7) This amount includes shares held directly, including 11,810 shares subject
to options granted under our stock option plan which are deemed to be
exercisable, as well as shares allocated to participant accounts under our
employee stock ownership plan, shares held in retirement accounts and
shares held by certain members of the named individuals' families or held
by trusts of which the named individual is a trustee or substantial
beneficiary, with respect to which shares the respective directors and
officers may be deemed to have sole or shared voting and investment power.
ELECTION OF DIRECTORS
General
Our board of directors currently consists of seven members. The board is
divided into three classes, each of which contains approximately one-third of
the board. One class of directors is elected annually. Our directors are
generally elected to serve for a three-year period or until their respective
successors are elected and qualified.
The table below sets forth information, as of February 22, 2002, regarding
the members of and nominees to our board of directors, including each director's
term of office. The board of directors acting as the nominating committee has
recommended and approved the nominees identified in the following table. It is
intended that the proxies solicited on behalf of the board of directors (other
than proxies in which the vote is withheld as to a nominee) will be voted at the
annual meeting FOR the election of the nominees identified below. If a nominee
is unable to serve, the shares represented by all valid proxies will be voted
for the election of a substitute nominee recommended by the board of directors.
At this time, we do not know of any reason why any nominee may refuse or be
unable to serve as a director, if re-elected. Except as disclosed in the proxy
statement, there are no arrangements or understandings between the nominees and
any other person pursuant to which a nominee was selected.
The board of directors unanimously recommends that stockholders vote FOR
each of the nominees for director.
NOMINEES
Shares of
Common
Term Stock Percent
Position(s) Held Director to Beneficially of
Name Age in Kankakee Bancorp Since/(1)/ Expire Owned/(2)/ Class
---- --- ------------------- ---------- ------ ------------ -------
William Cheffer/(3)/ ........ 71 Chairman of the 1988 2005 23,000 1.85%
Board
Michael A. Stanfa/(4)/ ...... 52 Executive Vice 1995 2005 13,966 1.13%
President,
Secretary and
Director
DIRECTORS CONTINUING IN OFFICE
Charles C. Huber/(5)/ ....... 78 Director 1979 2003 22,170 1.79%
Mark L. Smith/(6)/ .......... 52 Director 2001 2003 3,200 *
5
Wesley E. Walker/(7)/ ....... 66 Director 1986 2003 11,718 *
Brenda L. Baird/(8)/ ........ 40 Director 2000 2004 2,900 *
Larry D. Huffman/(9)/ ....... 55 President, Chief 1992 2004 13,400 1.08%
Executive Officer
and Director
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* Less than 1.0%
(1) Includes service as a director of Kankakee Federal prior to the
incorporation of the Company in 1992.
(2) Amounts reported include shares held directly, including shares subject to
options granted under our stock option plan which are presently
exercisable, as well as shares which are held in retirement accounts and
shares held by members of the named individuals' families or held by trusts
of which the named individual is a trustee or substantial beneficiary, with
respect to which shares the respective director may be deemed to have sole
or shared voting and/or investment power. Inclusion of shares shall not
constitute an admission of beneficial ownership or voting or investment
power over included shares. The nature of beneficial ownership for shares
listed in this table is sole voting and investment power, except as set
forth in the following footnotes.
(3) The amount reported includes 14,000 shares held by Mr. Cheffer's spouse,
with respect to which shares Mr. Cheffer has no voting or investment power.
(4) The amount reported includes 2,881 shares held in the 401(k) plan for the
benefit of Mr. Stanfa, over which shares Mr. Stanfa has shared voting and
sole investment power. The amount reported also includes 3,741 shares
allocated to Mr. Stanfa under our employee stock ownership plan, with
respect to which shares Mr. Stanfa has sole voting and no investment power.
(5) The amount reported includes 300 shares held in the Huber Family Trust, in
which Mr. Huber is trustee and has sole voting and investment power.
(6) The amount reported includes 200 shares owned by Mr. Smith's spouse, over
which he has no voting or investment power.
(7) On February 25, 2002 Mr. Walker exercised 1,860 options granted under our
stock option plan. The amount reported includes 2,025 shares held jointly
with his spouse, with respect to which Mr. Walker shares voting and
investment power.
(8) The amount reported includes 2,250 shares subject to options granted under
our stock option plan which are presently exercisable, with respect to
which Ms. Baird has no voting and sole investment power.
(9) The amount reported includes 11,200 shares held jointly with his spouse,
with respect to which Mr. Huffman shares voting and investment power.
No member of the board of directors is related to any other member of the
board of directors. No member of the board of directors is a member of a group
which includes any other member of the board of directors for purposes of the
Savings and Loan Holding Company Act and the Securities Act of 1933, as amended.
The business experience of each director and nominee is set forth below.
All directors have held their present positions for at least five years unless
otherwise indicated.
6
Brenda L. Baird. Ms. Baird is president and chief executive officer of
Mobile Communications, located in Bourbonnais, Illinois. Ms. Baird served as the
first female chairman of the Kankakee River Valley Chamber of Commerce and led
the 1999 local United Way drive. She is a recipient of the Sam Walton Business
Leadership Award and has served on the Illinois Department of Commerce and
Community Affairs Small Business 100 Advisory Board, the National Independent
Dealers Association and the Ameritech Cellular Dealer Council.
William Cheffer. In February, 2000, Mr. Cheffer was asked to assume the
positions of chairman, president and chief executive officer of Kankakee Bancorp
and chairman of Kankakee Federal, upon the untimely death of Kankakee Bancorp's
chief executive officer and during a search for a successor. He held those
positions until April, 2001, when he continued as chairman of each of Kankakee
Bancorp and Kankakee Federal. Prior to 2000, he had served as vice chairman of
Kankakee Bancorp and Kankakee Federal. Mr. Cheffer has been a part of Kankakee
Federal since 1952 and has served as its president and chief executive officer
from 1990 through 1993. He also served as president and chief executive
officer of Kankakee Bancorp during 1992 and 1993. He served as president and
chief operating officer of Kankakee Federal from 1988 to 1990, and as senior
vice president and secretary of Kankakee Federal from 1974 to 1988. Mr. Cheffer
is chairman of the investment committee which oversees the corporate funds of
Riverside Medical Center. He is also vice-chairman and chairman of the finance
committee of the Riverside Medical Center Foundation.
Charles C. Huber. Mr. Huber is a past chairman of the Kankakee County
Economic Development Council. From 1987 to 1989, Mr. Huber served as president
of the Kankakee Area Chamber of Commerce. From 1973 to 1987, Mr. Huber was
employed as plant manager for Armstrong World Industries, a manufacturer of
floor tile. He also served as trustee of Kankakee Community College for 23
years, serving as chairman for two years. Additionally, he was a director of
Riverside Medical Center for 15 years and served as chairman for six years.
Wesley E. Walker. Mr. Walker currently serves as the chairman of the
Riverside Medical Center Foundation. Mr. Walker served as executive director of
the YMCA located in Kankakee for 25 years, from 1970 until 1995. He was
responsible for oversight of the YMCA's facility and 90 employees. In connection
with his involvement in the YMCA, Mr. Walker has received many awards, including
the National YMCA's "Award of Excellence", which he received in 1991 in
recognition of his leadership abilities. He has also served as vice chairman of
the Kankakee Area Chamber of Commerce board of directors. Since his retirement
from the YMCA, he has been a consultant to seven local non-profit organizations.
Larry D. Huffman. On April 1, 2001, Mr. Huffman became president and chief
executive officer of both Kankakee Bancorp and Kankakee Federal. He previously
served as vice chairman of both Kankakee Bancorp and Kankakee Federal. He served
as president and chief executive officer of Kankakee Community College located
in Kankakee, Illinois from 1987 until 2001. As president and chief executive
officer of the college, Mr. Huffman's responsibilities included management of
the fiscal and educational functions of the college. He has served on the boards
of the Riverside Medical Center Foundation, the United Way of Kankakee County,
the Kankakee Area Chamber of Commerce and the Kankakee Development Corporation.
Mr. Huffman has also served as treasurer and is currently the chairman of the
Kankakee County Economic Development Council board of directors.
Mark L. Smith. On November 1, 2001, Mr. Smith became a director of Kankakee
Bancorp and Kankakee Federal. Mr. Smith is president of Bacon, Smith, Koelling
and Ohm P.C., a certified public accounting firm located in Kankakee, Illinois
and managing member of Solutions for Wealth Management, LLC, a financial
planning and investment advisory firm also located in Kankakee, Illinois. He
also serves as treasurer of the Kankakee Development Corporation, chairman of
St. Patrick's Catholic Church Administrative Committee, chairman of Bishop
McNamara High School Finance Committee and as a member of Kankakee Community
College Foundation Board. From 1997 through 2001, Mr. Smith was treasurer and a
board member of Provena Hospital Corporation located in Frankfort, Illinois and
from 1991 through 2000 was a board member and treasurer of Provena St. Mary's
Hospital located in Kankakee, Illinois. In 1972, Mr. Smith received his
certified public accountant certificate and in 1995 was accredited as a personal
financial specialist by the American Institute of Certified Public Accountants.
Michael A. Stanfa. Mr. Stanfa has served as executive vice president of
Kankakee Bancorp since 1993 and has served as Secretary since its incorporation
in 1992. In addition to his positions at Kankakee Bancorp, Mr. Stanfa
7
is also senior vice president and secretary of Kankakee Federal and has been
with the organization since 1986. Mr. Stanfa is also a member of the strategic
planning committee, finance committee and the governing board of Provena St.
Mary's Hospital and a trustee of the River Valley Metro Mass Transit District,
having previously served as the first chairman of the district.
Seidman & Associates, LLC has notified us of its intent to nominate
Lawrence B. Seidman and Robert Williamson to the stand for election to the board
of directors at the annual meeting. THE BOARD OF DIRECTORS URGES YOU TO
RETURN ONLY THE ENCLOSED [COLOR] PROXY CARD AND TO VOTE FOR THE ELECTION OF ITS
NOMINEES.
Section 16(a) Beneficial Ownership Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires that the
directors, executive officers and persons who own more than 10% of our common
stock file reports of ownership and changes in ownership with the Securities and
Exchange Commission and with the exchange on which the shares of common stock
are traded. These persons are also required to furnish us with copies of all
Section 16(a) forms they file. Based solely on our review of the copies of such
forms furnished to us and, if appropriate, representations made to us by any
reporting person concerning whether a Form 5 was required to be filed for 2001,
we are not aware of any failures to comply with the filing requirements of
Section 16(a) during 2001, with the exception of a late filing reporting a
mandatory grant of 400 shares under the bank incentive plan to Brenda L. Baird.
Meetings and Committees of the Board of Directors
Meetings of our board of directors are generally held on a monthly basis.
The board of directors met twelve times during 2001. During 2001, no incumbent
director of Kankakee Bancorp attended fewer than 75% of the aggregate of the
total number of board meetings and the total number of meetings held by the
committees of the board of directors on which he or she served. In 2001, each
director of Kankakee Bancorp was paid an annual retainer of $6,000. In addition,
each of our directors who was not a salaried officer was paid a fee of $100 for
each committee meeting attended. Our directors who are also salaried officers
are not paid for committee meetings attended.
The board of directors of Kankakee Bancorp has standing executive, audit,
long range planning, and stock option and compensation committees.
The executive committee is comprised of Messrs. Cheffer, Huffman, Huber and
Walker. The executive committee meets on an as needed basis and exercises the
power of the board of directors between board meetings. This committee met twice
during 2001.
The audit committee recommends independent auditors to the board, reviews
the results of the auditors' services, reviews with management and the internal
auditor the systems of internal control and internal audit reports and assures
that our books and records are kept in accordance with applicable accounting
principles and standards. The members of the audit committee are Messrs. Smith
(chairman as of January 1, 2002), Walker and Huber and Ms. Baird. The audit
committee of Kankakee Federal has an identical membership to that of Kankakee
Bancorp and addresses many of the same issues. Kankakee Bancorp's and Kankakee
Federal's audit committees met jointly four times during 2001.
The long range planning committee monitors economic trends, long-range
economic forecasts and makes recommendations for Kankakee Bancorp's and Kankakee
Federal's long-range business plans. The members of this committee are Messrs.
Cheffer, Huber, Huffman, Smith and Stanfa. During 2001 this committee met once.
The entire board and the senior management team met jointly one additional time.
The stock option and compensation committee is comprised of Messrs. Huber
(chairman) and Walker and Ms. Baird. This committee is responsible for
administering our stock option plan and reviews compensation and benefit
matters. During 2001 this committee met five times.
8
The entire board of directors acts as a nominating committee for selecting
nominees for election as directors. While our board of directors will consider
nominees recommended by stockholders, the board has not actively solicited such
nominations. Pursuant to our bylaws, nominations by stockholders must be
delivered in writing to the secretary at least 30 days before the date of the
annual meeting and must otherwise comply with the provisions of the bylaws.
EXECUTIVE COMPENSATION
Our executive officers do not receive any separate compensation for
services performed in their capacities as officers of Kankakee Bancorp. However,
for services performed for Kankakee Bancorp by certain officers, a percentage of
the salary paid by Kankakee Federal for those officers is reimbursed by Kankakee
Bancorp.
The following table sets forth information regarding compensation paid or
accrued to our chief executive officer and to each of our other most highly
compensated executive officers of Kankakee Bancorp and Kankakee Federal whose
aggregate salary and bonus exceeded $100,000 for 2001.
9
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SUMMARY COMPENSATION TABLE
------------------------------------------------------------------------------------------------------------------------------
Long Term
Compensation
Annual Compensation Awards
------------------------------------------------------------------------------------------------------------------------------
(a) (b) (c) (d) (e) (f) (g) (h)
Fiscal
Year Restricted Securities
Ended Other Annual Stock Underlying All Other
Name and December Bonus Compensation Awards Options/ Compensation
Principal Position 31st Salary($)/(1)/ ($) ($) ($) SARs(#) ($)
------------------------------------------------------------------------------------------------------------------------------
Larry D. Huffman, 2001 $ 105,000 $ --- $ --- $ --- $ --- $ ---
President and Chief
Executive Officer/(2)/
------------------------------------------------------------------------------------------------------------------------------
William Cheffer 2001 $ 63,846 $ --- $ --- $ --- $ --- $ ---
Chairman of the Board 2000 51,462 ---
of Kankakee Bancorp/(3)/
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Ronald J. Walters
Vice President and 2001 $ 117,323 $ --- $ --- $ --- $ --- $12,041/(6)/
Chief Financial Officer 2000 112,250 --- --- --- --- 17,295/(7)/
of Kankakee Bancorp 1999 108,849 --- --- --- --- 11,974/(8)/
------------------------------------------------------------------------------------------------------------------------------
Michael A. Stanfa 2001 $ 101,389 $ --- $ --- $ --- $ --- $10,406/(6)/
Executive Vice
President/(4)/
------------------------------------------------------------------------------------------------------------------------------
Gerald C. Chantome 2001 $ 101,000 $ --- $ --- $ --- $ --- $10,366/(6)/
Senior Vice President/(5)/
------------------------------------------------------------------------------------------------------------------------------
-----------------------
(1) Includes amounts deferred under the 401(k) plan.
(2) Mr. Huffman became president and chief executive officer on April 1, 2001.
Mr. Huffman did not receive a salary from us prior to that date.
(3) Mr. Cheffer also served as president and chief executive officer until
April 1, 2001.
(4) We were not required to report Mr. Stanfa's salary information in the past.
Therefore, we are including only his information from 2001.
(5) We were not required to report Mr. Chantome's salary information in the
past. Therefore, we are including only his information from 2001. Mr.
Chantome retired effective January 31, 2002.
(6) Represents contributions made under Kankakee Federal's retirement plan and
the cost to Kankakee Bancorp of share allocations made under our employee
stock ownership plan in 2001. The dollar amounts of these
10
contributions and allocations were $8,213 and $3,829 for Mr. Walters,
$7,097 and $3,309 for Mr. Stanfa, and $7,070 and $3,296 for Mr. Chantome,
respectively.
(7) Represents contributions made under Kankakee Federal's retirement plan and
the cost to Kankakee Bancorp of share allocations made under our employee
stock ownership plan in 2000. The dollar amounts of these contributions and
allocations were $7,857 and $9,438 for Mr. Walters.
(8) Represents contributions made under Kankakee Federal's retirement plan and
the cost to Kankakee Bancorp of share allocations made under our employee
stock ownership plan in 1999. The dollar amounts of these contributions and
allocations were $7,619 and $4,355 for Mr. Walters.
The following table sets forth certain information concerning the number
and value of stock options at December 31, 2001 held by the named executive
officers.
----------------------------------------------------------------------------------------------------------------------
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END
OPTION/SAR VALUES
----------------------------------------------------------------------------------------------------------------------
Shares Number of Securities
Acquired Underlying Unexercised Value of Unexercised In-
on Value Options/SARs at FY-End the-Money Options/SARs
Name Exercise Realized (#)(d) at FY-End ($)(e)
(#)(a) (#)(b) ($)(c) Exercisable Unexercisable Exercisable Unexercisable
----------------------------------------------------------------------------------------------------------------------
Larry D. Huffman 2,025 31,423 2,200(1) --- $ 42,735 $ ---
----------------------------------------------------------------------------------------------------------------------
William Cheffer 3,000 $40,875 2,800(2) --- $ 54,390 $ ---
----------------------------------------------------------------------------------------------------------------------
Ronald J. Walters 1,500 $22,873 1,200(3) --- $ 23,310 $ ---
----------------------------------------------------------------------------------------------------------------------
Michael A. Stanfa --- $ --- 5,950(4) --- $ 115,579 $ ---
----------------------------------------------------------------------------------------------------------------------
Gerald C. Chantome --- $ --- 5,950 --- $ 115,579 $ ---
----------------------------------------------------------------------------------------------------------------------
-----------------------
(1) Mr. Huffman exercised 2,200 of these options on February 20, 2002.
(2) Mr. Cheffer exercised 2,800 of these options on January 4, 2002.
(3) Mr. Walters exercised 1,200 of these options on January 18, 2002.
(4) Mr. Stanfa exercised 5,950 of these options on February 4, 2002.
The Stock Option and Compensation Committee Report on Executive Compensation
The incorporation by reference of this proxy statement into any document
filed with the Securities and Exchange Commission by us shall not be deemed to
include the following report unless the report is specifically stated to be
incorporated by reference into such document.
The stock option and compensation committee of the board of directors is
comprised of three outside directors who are not employees or former employees
of Kankakee Bancorp, Kankakee Federal or its predecessors, and is responsible
for recommendations to the board for compensation of executive officers of
Kankakee Federal and Kankakee Bancorp. At this time, no separate salary is paid
by Kankakee Bancorp to its executive officers. However, a portion of the
officers' Kankakee Federal salary is allocated to Kankakee Bancorp expense for
work
11
performed by the officers. In determining compensation, the following factors
are generally taken into consideration:
. Kankakee Federal maintains a base salary administration and
performance program as well as an incentive plan. The purpose of the
program is to provide equitable, competitive and performance-based
salaries for all Kankakee Federal employees. The executive officers
are reviewed on an annual basis by the president of Kankakee Federal,
who makes compensation recommendations to the committee based upon
salary level, performance and adjustments for items such as inflation.
Information regarding industry comparisons and adjustments is provided
by an independent consulting firm.
. The performance of the executive officers in achieving the short and
long term goals of Kankakee Bancorp is reviewed. Our long range
planning committee is responsible for establishing these short and
long term goals.
. Payment of compensation is made commensurate with the ability and
expertise of the executive officers.
. An attempt is made to structure compensation packages so that they
are competitive with similar companies.
The stock option and compensation committee considers the foregoing factors, as
well as others, in determining compensation. There is no assigned weight given
to any of these factors. In addition to salary and other benefits granted,
officers may also participate in an incentive program based upon achievement of
certain target performance levels.
The committee also considers various benefits which have already been
awarded, including those pursuant to Kankakee Federal's incentive plan, our
employee stock ownership plan and our stock option plan, together with other
perquisites in determining compensation. The committee believes that the
benefits provided through the stock based plans more closely tie the
compensation of the officers to the interests of the stockholders and provide
significant additional performance incentives for the officers which directly
benefit the stockholders through an increase in the stock value.
The 2001 compensation of Mr. Huffman, the president and chief executive
officer of Kankakee Bancorp, was based upon the salary and performance program,
his performance, substantial experience, expertise and length of service with
the organization, the performance objectives and the goals of Kankakee Federal
and the compensation of officers with similar duties and responsibilities at
comparable organizations.
Members of the stock option and compensation committee are:
Charles C. Huber, Chairman
Wesley E. Walker
Brenda L. Baird
Mark L. Smith
12
Compensation Committee Interlocks and Insider Participation
During 2001, the members of the compensation committee were Messrs. Huber,
Walker and Baird. None of these individuals was an officer or employee of
Kankakee Bancorp or Kankakee Federal in 2001, and none of these individuals is a
former officer or employee of either organization. In addition, during 2001 no
executive officer served on the board of directors or compensation committee of
any other corporation with respect to which any member of our compensation
committee was engaged as an executed officer.
Performance Graph
The incorporation by reference of this proxy statement into any document
filed with the Securities and Exchange Commission by us shall not be deemed to
include the following performance graph and related information unless such
graph and related information are specifically stated to be incorporated by
reference into such document.
The following graph shows a five year comparison of cumulative total
returns on an investment of $100 on December 31, 1996 in our common stock, the
Standard & Poor's 500 Stock Index and the SNL American Stock Exchange Thrift
Index. The graph assumes the reinvestment of all dividends received. The graph
was prepared by SNL Securities, Charlottesville, Virginia, at our request.
[GRAPHIC APPEARS HERE]
Total Return Performance
---------------------------------------------------------------------------------------------------------------------
12/31/96 12/31/97 12/31/98 12/31/99 12/31/00 12/31/01
---------------------------------------------------------------------------------------------------------------------
Kankakee Bancorp-IL $100.00 $155.12 $107.45 $ 84.03 $ 95.78 $130.04
---------------------------------------------------------------------------------------------------------------------
Standard & Poor's Stock 500 Index $100.00 $133.37 $171.44 $207.52 $188.62 $166.22
---------------------------------------------------------------------------------------------------------------------
SNL AMEX Thrift Index $100.00 $169.96 $131.56 $126.05 $150.85 $197.86
---------------------------------------------------------------------------------------------------------------------
13
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Directors and officers of Kankakee Bancorp and Kankakee Federal, and their
associates, were customers of and had transactions with Kankakee Bancorp and
Kankakee Federal during 2001. Additional transactions may be expected to take
place in the future. All outstanding loans, commitments to loan, transactions in
repurchase agreements and certificates of deposit and depository relationships,
in the opinion of management, were made in the ordinary course of business, on
substantially the same terms, including interest rates and collateral as those
prevailing at the time for comparable transactions with other persons and did
not involve more than the normal risk of collectibility or present other
unfavorable features, except as follows. Pursuant to a program offered to senior
officers and certain employees of Kankakee Federal at the time, Ms. Carol S.
Hoekstra, a senior vice president of Kankakee Federal, has a first mortgage loan
at a rate which is one half percent lower than that offered to the general
public at the date of loan origination. The outstanding balance on such loan at
December 31, 2001 was approximately $82,952. As of 1990, this program was
discontinued for senior officers.
All loans by Kankakee Federal to its senior officers and directors are
subject to Office of Thrift Supervision Regulations. A savings association is
generally prohibited from making loans to its senior officers and directors at
favorable rates or on terms not comparable to those prevailing to the general
public. Kankakee Federal presently does not offer any preferential loans to its
senior officers or directors.
AUDIT COMMITTEE REPORT
The incorporation by reference of this proxy statement into any document
filed with the Securities and Exchange Commission by us shall not be deemed to
include the following report unless the report is specifically stated to be
incorporated by reference into such document.
The audit committee assists the board in carrying out its oversight
responsibilities for our financial reporting process, audit process and internal
controls. The committee also reviews the audited financial statements and
recommends to the board that they be included in our annual report on Form 10-K.
The committee is comprised solely of independent directors.
The audit committee has reviewed and discussed our audited financial
statements for the fiscal year ended December 31, 2001 with our management and
McGladrey & Pullen, LLP, our independent auditors. The committee has also
discussed with McGladrey & Pullen the matters required to be discussed by SAS 61
(Codification for Statements on Auditing Standards) as well as having received
and discussed the written disclosures and the letter from McGladrey & Pullen
required by Independence Standards Board Statement No. 1 (Independence
Discussions with Audit Committees). Based on the review and discussions with
management and McGladrey & Pullen, the committee has recommended to the board
that the audited financial statements be included in our annual report on Form
10-K for the fiscal year ending December 31, 2001 for filing with the Securities
and Exchange Commission.
Mark L. Smith, Chairman
Wesley E. Walker
Charles C. Huber
Brenda L. Baird
RATIFICATION OF THE APPOINTMENT OF AUDITORS
Stockholders will be asked to approve the appointment of McGladrey &
Pullen, LLP, as our independent public accountants to conduct the audit for the
year ending December 31, 2002. A proposal will be presented at the annual
meeting to ratify the appointment of McGladrey & Pullen. If the appointment of
McGladrey & Pullen, is not ratified, the matter of the appointment of
independent public accountants will be considered by the board of directors. A
representative of McGladrey & Pullen is expected to attend the annual meeting
and will be available to respond to appropriate questions and to make a
statement if he or she so desires.
14
The board of directors unanimously recommends that you vote FOR the
ratification of the appointment of McGladrey & Pullen, LLP, as our auditors for
the fiscal year ending December 31, 2002.
Accountant Fees
Audit Fees. The aggregate fees and expenses billed by McGladrey & Pullen in
connection with the audit of our annual financial statements as of and for the
years ended December 31, 2001 and for the required review of our financial
information included in our SEC filings for the year 2001 was $45,900.
Financial Information Systems Design and Implementation Fees. There were no
fees incurred for these services for the year 2001.
All Other Fees. The aggregate fees and expenses billed by McGladrey &
Pullen for all other services rendered to us during the year ended December 31,
2001 was $37,332. These services included assistance with tax planning issues,
preparation of our tax return and supporting schedules, review of our quarterly
tax estimates, as well as the administration of our money purchase plan,
employee stock ownership plan and our 401(k) plan.
The audit committee, after consideration of the matter, does not believe
that the rendering of these services by McGladrey & Pullen to be incompatible
with maintaining McGladrey & Pullen's independence as our principal accountant.
STOCKHOLDER PROPOSALS
In order to be eligible for inclusion in our proxy materials for next
year's annual meeting of stockholders, any stockholder proposal to take action
at such meeting must be received at our executive offices, 310 S. Schuyler
Avenue, P.O. Box 3, Kankakee, Illinois 60901-0003, no later than November [ ],
2002, based on this years mailing date of March [__], 2002.
OTHER MATTERS
We are not aware of any business to come before the annual meeting other
than the matters described above in this proxy statement. However, if any other
matters should properly come before the meeting, it is intended that holders of
the proxies will act in accordance with their best judgment.
By Order of the Board of Directors
/s/ Michael A. Stanfa
Michael A. Stanfa
Secretary
Kankakee, Illinois
March [__], 2002
15
PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
PROXY KANKAKEE BANCORP, INC. PROXY
For the Annual Meeting of Stockholders -- April 26, 2002
The undersigned hereby appoints William Cheffer, Larry D. Huffman and
Michael A. Stanfa, or any two of them acting in the absence of the other, with
power of substitution, attorneys and proxies, for and in the name and place of
the undersigned, to vote the number of shares of common stock that the
undersigned would be entitled to vote if then personally present at the annual
meeting of the stockholders of Kankakee Bancorp, Inc., to be held at
Sully's-Sullivan's Warehouse, a banquet facility located at 555 South West
Avenue, Kankakee, Illinois 60901, on Friday, April 26, 2002, at 10:00 a.m.,
local time, or any adjournments or postponements of the meeting, upon the
matters set forth in the notice of annual meeting and proxy statement (receipt
of which is hereby acknowledged) as designated on the reverse side, and in their
discretion, the proxies are authorized to vote upon such other business as may
come before the meeting:
[_] Check here for address change. [_] Check here if you plan to attend
the meeting.
New Address:--------------------------
--------------------------
--------------------------
(Continued and to be signed on reverse side.)
KANKAKEE BANCORP, INC.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY
1. Election of Directors 2. To ratify the selection of
William Cheffer and Michael A. Stanfa McGladrey & Pullen, LLP,
as auditors for Kankakee
Bancorp, Inc. for 2002.
The board of directors recommends a vote FOR all proposals.
THIS PROXY WILL BE VOTED IN
ACCORDANCE WITH SPECIFICATION
MADE. IF NO CHOICES ARE
INDICATED, THIS PROXY WILL BE
VOTED FOR ALL PROPOSALS.
NOTE: Please sign exactly as
your name(s) appears. For joint
accounts, each owner should
sign. When signing as executor,
administrator, attorney,
trustee or guardian, etc.,
please give your full title.
Dated: , 2002
------------------
-------------------------------
-------------------------------
signature(s)
2