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As filed with the Securities and Exchange Commission on October 20, 1997
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
SUCCESS BANCSHARES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C> <C>
DELAWARE 6712 #36-3497644
(STATE OR OTHER JURISDICTION) (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION CLASSIFICATION CODE NUMBER IDENTIFICATION NO.)
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One Marriott Drive
Lincolnshire, Illinois 60069
(847) 634-4200
(Address and Telephone Number of Principal Executive Offices
and Principal Place of Business)
Saul D. Binder
President and Chief Executive Officer
Success Bancshares, Inc.
One Marriott Drive
Lincolnshire, Illinois 60069
(847) 634-4200
(Name, Address and Telephone Number of Agent for Service)
Please address a copy of all communications to:
Michael J. Gamsky Kurt W. Florian, Jr.
Much Shelist Freed Denenberg Ament Bell & Lord, Bissell & Brook
Rubenstein, P.C. 115 S. LaSalle Street
200 N. LaSalle Street, Suite 2100 Chicago, Illinois 60603
Chicago, Illinois 60601 Telephone No: (312) 443-1800
Telephone No: (312) 346-3100 Fax No: (312) 443-0336
Fax No: (312) 621-1750
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the offering. /X/ 333-32561
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EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to Form S-1 Registration Statement
(this "AMENDMENT") is being filed pursuant to Rule 462(d) under the Securities
Act of 1933 for the sole purpose of filing an exhibit and, accordingly, shall
become effective immediately upon filing with the Securities and Exchange
Commission ("COMMISSION"). After giving effect to this Amendment, Registration
Statement No. 333-32561 (the "REGISTRATION STATEMENT") consists of the
Registration Statement as filed with the Commission at the time it became
effective on September 19, 1997, as supplemented by this Amendment consisting
of the facing page, this Explanatory Note, Part II of this Amendment, a
signature page, the Exhibit Index and the exhibit filed herewith.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
See Exhibit Index on page E-1 which is incorporated herein by reference.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1993, the
Registrant has duly caused this Post-Effective Amendment No. 1 to Registration
Statement on Form S-1 to be signed on its behalf by the undersigned; thereunto
duly authorized, in the City of Chicago, State of Illinois, on October 20,
1997.
SUCCESS BANCSHARES, INC.
By: /s/ Saul D. Binder
-----------------------------------
Saul D. Binder
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to Registration Statement has been signed on
October 20, 1997, by the following persons in the capacities indicated.
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SIGNATURES TITLE
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/s/ Saul D. Binder President
---------------------------- and
Saul D. Binder Chief Executive Officer
(Principal Executive Officer)
/s/ Steven A. Covert Executive Vice President and
---------------------------- Chief Financial Officer
Steven A. Covert (Principal Financial and
Accounting Officer)
/s/ Charles G. Freund* Director
----------------------------
Charles G. Freund
/s/ Avrom Goldfeder* Director
----------------------------
Avrom Goldfeder
/s/ Samuel D. Kahan* Director
----------------------------
Samuel D. Kahan
/s/ Sherwin Koopmans* Director
----------------------------
Sherwin Koopmans
/s/ George M. Ohlhausen* Director
----------------------------
George M. Ohlhausen
/s/ Norman D. Rich* Director
----------------------------
Norman D. Rich
*By: /s/ Saul D. Binder
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Saul D. Binder
Attorney-In-Fact
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EXHIBIT INDEX
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Exhibit
Number Exhibit Title
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1.1 Form of Agency Agreement.
1.2* Executed Public Offering Acknowledgment.
3.1 Second Restated Certificate of Incorporation of the
Company.
3.2 By-laws of the Company.
5.1 Opinion of Much Shelist Freed Denenberg Ament Bell &
Rubenstein, P.C.
10.1 $8 million Business Loan Agreement between Success
Bancshares, Inc. and Cole Taylor Bank.
10.2 1995 Success Bancshares, Inc. Employee Stock Option
Plan.
10.3 Employment Agreement between the Company and Saul D.
Binder.
10.4 Executive Severance Agreement between the Company and
Steven A. Covert.
10.5 Lease with respect to Lincolnwood branch banking
facility (October, 1991).
10.6 Lease with respect to Lincoln Park branch banking
facility (April, 1993).
10.7 Lease with respect to Northbrook branch banking
facility (December, 1994).
10.8 Lease with respect to Deerfield/Riverwoods branch
banking facility (September, 1995).
11.1 Statement re: computation of ratios.
16.1 Letter of Crowe, Chizek and Company LLP re: change in
certifying account.
21.1 Subsidiaries of the Company.
23.1 Consent of McGladrey & Pullen LLP.
23.2 Consent of Crowe, Chizek and Company LLP.
23.3 Consent of Much Shelist Freed Denenberg Ament Bell &
Rubenstein, P.C. (included as part of Exhibit 5.1).
24.1 Power of Attorney (included on signature page of the
Registration Statement on Form S-1).
27.1 Financial Data Schedule.
99.1 Form of Subscription and Community Offering Stock Order
Form and Certificate Form.
99.2 Mock-up of Company's Web pages relating to marketing of
its Common Stock.
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*Exhibit marked with an asterisk is filed herewith. All other listed exhibits
were filed with the Form S-1 Registration Statement (File No. 333-32561) filed
with the Commission on July 31, 1997, as amended.
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EXHIBIT 1.2
SUCCESS BANCSHARES, INC.
(a Delaware corporation)
1,200,000 Shares of
Common Stock
PUBLIC OFFERING ACKNOWLEDGEMENT
October 20, 1997
EVEREN Securities, Inc.
77 West Wacker Drive
Chicago, Illinois 60601-1994
Gentlemen:
Pursuant to Section 1 of the Agency Agreement (the "AGREEMENT") dated
as of September 19, 1997 between Success Bancshares, Inc., a Delaware
corporation (the "COMPANY"), and EVEREN Securities, Inc., (the "AGENT"), the
Company and the Agent have determined to conduct a Public Offering of 600,000
Shares. The Company and the Agent are executing this Public Offering
Acknowledgment to acknowledge and confirm that the Agreement shall constitute
the underwriting agreement between the Company and the Agent for purposes of
the Public Offering. On the basis of the representations, warranties and
agreements contained in the Agreement, the Agent will offer 600,000 Shares to
the general public at $12.50 per share, the Price to the Public set forth on
the cover page of the Prospectus, and will purchase such Shares from the
Company at such price less an underwriting discount of 7%. The Company also
grants the Agent an option, exercisable within 30 days of the completion of the
Public Offering, to purchase up to an additional 15% of the Shares sold in the
Public Offering to cover over-allotments, if any, at the same price as paid by
the Agent for the other Shares purchased pursuant to the Agreement.
Any terms not expressly defined herein shall have the same definition
and meaning as is set forth in the Agreement.
Very truly yours,
SUCCESS BANCSHARES, INC.
By: /s/ SAUL D. BINDER
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Saul D. Binder
President and Chief Executive Officer
Accepted as of the date first above written.
EVEREN SECURITIES, INC.
By: /s/ STEVEN A. HURWITZ
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Steven A. Hurwitz
Senior Managing Director
