Filed by Kankakee Bancorp, Inc. Pursuant to
Rule 425 under the Securities Act of 1933, as amended
and deemed filed pursuant to Rule 14a-12 of the
Securities Exchange Act of 1934, as amended
Subject Company: Kankakee Bancorp, Inc.
Commission File No. 1-13676
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NEWS RELEASE
May 28, 2003
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KANKAKEE BANCORP, INC. AVISTON FINANCIAL
CORPORATION
310 South Schuyler Avenue 101 South Page Street
P.O. Box 3 P.O. Box 115
Kankakee, IL 60901-0003 Aviston, Illinois 62216
Telephone: (815) 937-4440 Telephone: (618) 228-7215
Facsimile: (815) 937-3674 Facsimile: (618) 228-7363
For more information contact: For more information contact:
Michael A. Griffith, Chairman Thomas A. Daiber, Chairman and CEO
KANKAKEE BANCORP, INC. AND AVISTON FINANCIAL
CORPORATION AGREE TO MERGE
THOMAS A. DAIBER TO BE PRESIDENT, CHIEF EXECUTIVE OFFICER
KANKAKEE, ILLINOIS -- May 28, 2003--Kankakee Bancorp, Inc. (Amex: KNK)
("Kankakee") and Aviston Financial Corporation ("Aviston") said today they have
signed a definitive agreement for the merger of Kankakee and Aviston. The
combined organization will have $615 million in total assets and approximately
$500 million in total deposits based on March 31, 2003 numbers.
Kankakee reported $517 million in total assets at March 31, 2003 and operates 14
banking offices in northeastern Illinois, covering a six county area from
Champaign to 45 miles south of downtown Chicago. Aviston reported $98 million in
total assets at March 31, 2003 and operates three locations in southwestern
Illinois, including its newest office in Fairview Heights which is 10 miles from
downtown St. Louis. As part of the transaction, Kankakee and Aviston will also
combine their subsidiary banks, and the resulting institution will have
approximately 210 employees. The merger of Kankakee and Aviston, which is
subject to stockholder and regulatory approval, is expected to close later this
year.
Michael A. Griffith, Chairman of Kankakee, stated, "The combination of Kankakee
and Aviston is the next step toward our vision of becoming the premier community
financial institution serving the Central Illinois markets between Chicago and
St. Louis. We are delighted to have a proven leader like Tom Daiber taking the
reins of our organization. His experience will be invaluable as we continue to
build our franchise."
Thomas A. Daiber, who is currently Chairman, President and CEO of Aviston, will
become the President and CEO of both the merged holding company and the
resulting bank. Prior to leading a group of investors who bought Aviston in
2002, Daiber was CFO of Allegiant Bank of St. Louis. During his tenure at
Allegiant, the bank grew from $375 million to $2.5 billion in total assets and
became the largest bank exclusively serving St. Louis.
Mr. Daiber stated, "It is an extraordinary opportunity to merge two of the
oldest and most established financial institutions in the State of Illinois.
Kankakee was founded in 1885 and Aviston traces its roots back to 1909. As we
combine these two tremendous institutions, we will be able to offer expanded
products and service while continuing to emphasize the customer-responsive and
community-oriented approaches that our customers have received for generations."
Mr. Daiber continued, "Kankakee has an excellent retail branch network with a
strong core deposit base and is a leading mortgage originator within its market.
Kankakee's strength as a retail bank will be a tremendous complement to
Aviston's strong and growing commercial banking presence. Kankakee's information
technology platform will provide Aviston's customers access to the latest
banking technology, products and services. We will immediately offer internet
banking, and cash management as well as trust, brokerage and insurance products
to our customers. Our combined company will be able to compete efficiently by
offering the products and services of banks many times our size while backing
our products with kind, friendly service."
"The Aviston stockholders will further benefit as a result of the transaction
with the liquidity resulting from converting their investment into a publicly
traded stock. Our combined company will also benefit from a larger capital base
and lending limit, to support our continued growth," Mr. Daiber added.
The proposed transaction will be structured with Aviston merging into Kankakee.
Kankakee's thrift subsidiary, KFS Bank, F.S.B., will be merged into the State
Bank of Aviston, with the resulting subsidiary institution operating as an
Illinois chartered state bank headquartered in Kankakee. The transaction is
subject to necessary regulatory approvals, as well as the approvals of the
stockholders of both Kankakee and Aviston. Under the terms of the agreement,
Aviston stockholders will receive 0.707 shares of Kankakee common stock for each
share of Aviston stock, resulting in the issuance by Kankakee of approximately
350,200 of its shares. Kankakee intends to file a registration statement on Form
S-4 with respect to the proposed stock transaction.
Kankakee also announced that it will seek the approval of its stockholders to
increase Kankakee's authorized common stock, in part to allow for a proposed
stock split, to be effected in the form of a dividend, following the merger.
Kankakee also announced that it intends to file a registration statement with
the Securities and Exchange Commission to register warrants that it would
distribute as a dividend to all of its stockholders. The warrants will be
conditionally exercisable upon a declaration by Kankakee's board, and, when
exercisable, every four warrants will entitle stockholders to purchase one share
of common stock at a to-be-determined price. More specific information with
respect to the warrants will be included in the registration statement.
Kankakee and Aviston will be filing a proxy statement and other relevant
documents concerning the merger with the Securities and Exchange Commission (the
"SEC"). WE URGE INVESTORS TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT
DOCUMENTS FILED WITH THE SEC BECAUSE THEY CONTAIN IMPORTANT INFORMATION.
Investors will be able to obtain the documents free of charge at the SEC's
website, www.sec.gov. In addition documents filed with the SEC by Kankakee will
be available free of charge from its Corporate Secretary at 310 South Schuyler
Avenue, Kankakee, Illinois 60901, telephone (815) 937-4440. Documents filed with
the SEC by Aviston will be available free of charge from the Corporate Secretary
of Aviston at 101 South Page Street, Aviston, Illinois, 62216, telephone (618)
228-7215. INVESTORS SHOULD READ THE PROXY
STATEMENT CAREFULLY BEFORE MAKING A DECISION CONCERNING THE MERGER.
SPECIAL NOTE CONCERNING FORWARD-LOOKING STATEMENTS
This press release contains, and future oral and written statements of Kankakee
and Aviston and their management may contain, forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995 with respect
to the financial condition, results of operations, plans, objectives, future
performance and business of the Kankakee and Aviston, respectively.
Forward-looking statements, which may be based upon beliefs, expectations and
assumptions of the Kankakee's and Aviston's management and on information
currently available to management, are generally identifiable by the use of
words such as "believe," "expect," "anticipate," "plan," "intend," "estimate,"
"may," "will," "would," "could," "should" or other similar expressions.
Additionally, all statements in this document, including forward-looking
statements, speak only as of the date they are made, and Kankakee and Aviston
undertake no obligation to update any statement in light of new information or
future events.
A number of factors, many of which are beyond the ability of the companies to
control or predict, could cause actual results to differ materially from those
in its forward-looking statements. These factors include, among others, the
following: (i) the strength of the local and national economy; (ii) the economic
impact of future terrorist threats or attacks; (iii) changes in state and
federal laws, regulations and governmental policies concerning the companies'
general business; (iv) changes in interest rates and prepayment rates of the
companies' assets: (v) increased competition in the financial services sector
and the inability to attract new customers; (vi) changes in technology and the
ability to develop and maintain secure and reliable electronic systems; (vii)
the loss of key executives or employees; (viii) changes in consumer spending;
(ix) unexpected results of acquisitions; (x) unexpected outcomes of existing or
new litigation involving the companies; and (xi) changes in accounting policies
and practices. These risks and uncertainties should be considered in evaluating
forward-looking statements and undue reliance should not be placed on such
statements. Additional information concerning Kankakee and its business,
including additional factors that could materially affect Kankakee's financial
results, is included in the Kankakee's filings with the Securities and Exchange
Commission.