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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) June 30, 1998
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Reliance Bancshares, Inc.
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(Exact name of registrant as specified in its charter)
Wisconsin
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(State or other jurisdiction of incorporation)
0-27624 39-1834823
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(Commission File Number) (IRS Employer Identification No.)
3140 South 27th Street, Milwaukee, Wisconsin 53215
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (414) 671-2222
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ITEM 5. OTHER EVENTS
On June 30, 1998, the Registrant signed a definitive Agreement
and Plan of Reorganization that provides for the acquisition of the
Registrant, and its wholly-owned banking subsidiary, by St. Francis
Capital Corporation ("St. Francis"). Under the terms of the
definitive agreement, St. Francis will acquire all of the outstanding
shares of the Registrant through a merger transaction pursuant to
which the Registrant's shareholders will elect to receive either cash
or shares of St. Francis's common stock in exchange for their shares.
For information regarding the terms of the proposed transaction,
reference is made to the press release dated June 30, 1998, which is
attached hereto as Exhibit 99 and incorporated herein by reference.
Consummation of the transaction is subject to regulatory approval,
approval of the Registrant's shareholders and the satisfaction of
certain other conditions.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits:
Exhibit 99 June 30, 1998 Press Release
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
RELIANCE BANCSHARES, INC.
(Registrant)
By: /s/ Allan T. Bach
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Allan T. Bach, President and
Chief Executive Officer
Dated: July 2, 1998
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EXHIBIT INDEX
Number Description
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99 June 30, 1998 Press Release
EXHIBIT 99
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ST. FRANCIS CAPITAL CORPORATION TO ACQUIRE RELIANCE BANCSHARES JUNE
30, 1998 07:13 PM
BROOKFIELD, Wis.--(BUSINESS WIRE)--June 30, 1998--St. Francis Capital
Corporation STFR and Reliance Bancshares, Inc., Milwaukee, WI RELI
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announced today that they have entered into a definitive agreement for
St. Francis to acquire Reliance in a transaction which, based on the
current price of St. Francis Capital Corporation stock, would be
valued at $10.00 for each share of Reliance stock outstanding.
Reliance shareholders may elect stock or cash consideration. The
exchange formula to be used in the transaction will be determined
based upon St. Francis's average trading price for ten consecutive
trading days ending the fifth business day prior to the closing of the
transaction. If St. Francis's stock price averages $40.00 or less
during the period, pursuant to the exchange ratio Reliance
shareholders will receive $10.00 in St. Francis stock or in cash. If
St. Francis's stock price averages from $40.01 to $42.00 per share,
Reliance shareholders will receive 0.25 shares of St. Francis stock or
an equivalent value in cash. If St. Francis's stock price averages
from $42.01 to $45.74 per share, Reliance shareholders will receive
pursuant to the exchange ratio $10.50 in St. Francis stock or cash.
If St. Francis's stock price averages $45.75 or above, Reliance
shareholders will receive 0.2295 shares of St. Francis stock or an
equivalent value in cash. St. Francis will have the option of
canceling the transaction if its stock price averages $32.40 or lower
during the ten day period. The value of the merger consideration on
which shareholders elect to receive cash will be limited to 40% of the
value of the transaction. In the event more than 40% of the Reliance
shares are tendered for cash, a proration will be made to insure that
no more than 40% of the merger consideration is paid in cash. The
transaction, which will be treated as a purchase transaction for
accounting purposes, is expected to be completed by the last quarter
of 1998 pending regulatory approval, approval by Reliance
shareholders, and effectiveness of a Form S-4 registration statement
covering the shares of St. Francis stock to be issued in the
transaction. St. Francis's President and Chief Executive Officer
Thomas R. Perz stated, "Because of the opportunity to combine the
Reliance office location with the existing St. Francis branch network
and other anticipated cost savings as a result of the synergies
between the two companies, the transaction is not expected to be
dilutive to earnings. In addition, the combined Company will be able
to continue to grow its earning assets through the increased
leveraging of Reliance's capital and the continued leveraging of St.
Francis's capital. The transaction is also expected to be accretive
to St. Francis's book value per share." Reliance's President and
Chief Executive Officer Allan T. Bach stated, "The combining of our
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two institutions, each which began on the south side of Milwaukee in
1923, will merge similar customer bases and banking philosophies with
the advantage of extending a greater variety of products, services and
banking locations to the Reliance customer base. Our employees and
our shareholders will also now be part of a significantly larger
organization." St. Francis Capital Corporation, with $1.6 billion in
assets, is the holding company for St. Francis Bank, which has 25
offices in southeastern Wisconsin. Reliance Bancshares, Inc. with $44
million in assets is the holding company for Reliance Savings Bank,
which has one office in Milwaukee, WI. Forward Looking Statements:
When used in this press release, the words, "expected", "will allow"
and other similar expressions are intended to identify forward-looking
statements. Factors which could cause a variance to occur include,
but are not limited to, changes in interest rates, local market
competition, customer loan and deposit preferences, regulation, and
other general economic conditions.
