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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of report (Date of earliest event reported) December 18, 1997
SUCCESS BANCSHARES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-25235 36-3497644
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(State or other jurisdiction (Commission File Number) (I.R.S. Employee
of incorporation or organization) Identification Number)
One Marriott Drive, Lincolnshire, Illinois 60069
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(Address of principal executive offices) (Zip Code)
(847) 634-4200
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(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS
On December 18, 1997, the Registrant issued the attached press release.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99.1 Press Release, dated December 18, 1997, relating to the Registrant's
offer to acquire North Bancshares, Inc.
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SIGNATURES
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.
SUCCESS BANCSHARES, INC.
Date: December 18, 1997
By: /s/ Steven A. Covert
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Steven A. Covert
Executive Vice President and
Chief Financial Officer
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EXHIBIT 99.1
December 18, 1997
SUCCESS BANCSHARES ANNOUNCES OFFER FOR
NORTH BANCSHARES
Lincolnshire, Illinois, December 18 - Success Bancshares, Inc.
(NASDAQ:SXNB) said today that it has made an offer for all of the outstanding
shares of North Bancshares, Inc. (NASDAQ:NBSI), a federal savings bank holding
company located in Chicago. Success currently owns 6,500 shares of North
Bancshares common stock.
The offer for each share of North Bancshares is that number of shares of
Success common stock representing two times the current book value of each
share of North Bancshares common stock. Based on North Bancshares book value
per share on September 30, 1997 and the closing price per share of Success
common stock on December 16, 1997, the offer would result in an exchange ratio
of 2.41 shares of Success for each share of North Bancshares. The aggregate
value of the transaction would be approximately $32.8 million.
The offer was communicated to Ms. Mary Ann Hass, Chairman of the Board of
Directors of North Bancshares, by Mr. Saul D. Binder, President and Chief
Executive Officer of Success.
The following is the complete text of Mr. Binder's letter:
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December 18, 1997
Ms. Mary Ann Hass
Chairman
North Bancshares, Inc.
100 W. North Avenue
Chicago, IL 60610-1399
Dear Ms. Hass:
I am writing to you in my capacity as President and Chief Executive
Officer of Success Bancshares, Inc. We have sought unsuccessfully, both
through phone calls and letters, to meet with you to pursue the combination of
our companies. Six weeks ago, we submitted a preliminary merger proposal to
which you have yet to respond. Needless to say, we are frustrated by your
continuing unwillingness to engage in constructive dialogue.
In response to your continuing unwillingness to meet or commence
discussions with us in a meaningful way, our Board of Directors today
authorized and directed senior management of Success to pursue the acquisition
of North Bancshares.
Our offer for each share of North Bancshares is that number of shares of
Success common stock representing two times the current book value of each
share of North Bancshares common stock. As you know, Success recently
successfully completed its initial public offering of common stock raising $16
million in additional capital. Since completion of the offering which was
priced at $12.50 per share, our common stock has traded as high as $16.25 per
share and is currently trading at $14.125 per share resulting in a market
capitalization of approximately $41.2 million.
Based on North Bancshares' book value per share on September 30, 1997 (the
most recent publicly available information) and the closing price per share of
Success common stock on December 16, 1997, our offer would result in an
exchange ratio of 2.41 shares of Success for each share of North Bancshares.
The aggregate value of the transaction would be approximately $32.8 million.
The transaction would be structured as a stock for stock merger which would be
tax-free to North Bancshares' stockholders. Because you will not meet or
commence discussions with us, our offer must be subject to completion of due
diligence and, as you know, the acquisition of a regulated financial
institution, like North Bancshares, is always subject to regulatory approval.
We believe our offer represents a full and fair price based on the
publicly available information we have reviewed. However, should you be
willing to meet with us, we are prepared to consider any additional information
you may wish to provide that demonstrates that a higher valuation is warranted.
We continue to prefer a negotiated transaction.
Together we believe our companies can create greater shareholder value
than can either of us alone. We believe the stock market will embrace this
transaction and will reward the combined company with enhanced stock
performance. Our offer ensures your shareholders participate in this exciting
future.
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Ms. Mary Ann Hass
December 18, 1997
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We believe it is in the best interests of our companies to proceed
immediately to negotiate a definitive agreement, containing customary public
company terms and conditions, and to consummate a transaction as soon as
possible. Given the importance we place on this combination, we are prepared
to commit the resources necessary to see its timely completion. We would be
pleased to meet you as soon as possible to complete the necessary papers.
In recognition of the strategic nature and compelling financial benefits
of our proposed combination to your shareholders and our willingness to
consider modifications to our offer as warranted, we expect you not to enter
into any binding merger or similar agreement with any other party without first
exploring with us the full merits of combining our two companies.
Our Board of Directors unanimously supports this merger. We trust you and
the other members of North Bancshares' Board of Directors will consider the
best interests of North Bancshares' shareholders and will agree to meet with us
promptly to achieve a mutually beneficial transaction.
We look forward to hearing from you by January 2, 1998.
Sincerely,
Saul D. Binder
President and Chief Executive Officer
SDB/kth
cc: North Bancshares' Board of Directors
Mr. Joseph A. Gruber, President (North Bancshares)
Mr. Victor Caputo, Executive Vice President/Secretary (North Bancshares)
Success Bancshares' Board of Directors
North Bancshares' Shareholders
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Success Bancshares, Inc. is a bank holding company headquartered in
Lincolnshire, Illinois. It has over $300 million in assets and, through its
majority owned subsidiary, Success National Bank, it engages in full service
community banking. The bank, which is also headquartered in Lincolnshire,
primarily serves individuals and small-to-medium-sized businesses. It has
offices in Lincolnshire, Deerfield, Libertyville, Lincolnwood, Arlington
Heights, Northbrook and the Lincoln Park area of Chicago.
North Bancshares, Inc. is a holding company for North Federal Savings
Bank. It has over $120 million in assets. North Federal Savings Bank
primarily serves the North Side of Chicago from its home office and operates a
branch office in Wilmette, Illinois.
