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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): May 27, 1998
SUCCESS BANCSHARES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-23235 36-3497644
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) 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 May 27, 1998, the Board of Directors (the "BOARD OF DIRECTORS") of
Success Bancshares, Inc. (the "COMPANY") declared a dividend of one Preferred
Stock Purchase Right (the "RIGHTS") for each outstanding share of common stock,
par value $.001 per share (the "COMMON STOCK"), of the Company to stockholders
of record at the close of business on August 10, 1998 (the "RECORD DATE").
Except as described below, each Right, when exercisable, entitles the
registered holder to purchase from the Company one one-hundredth of a share of
Series B Junior Participating Preferred Stock, par value $0.001 per share (the
"PREFERRED STOCK"), at a price of $55.00 per one one-hundredth share (the
"EXERCISE PRICE"), subject to adjustment. The description and terms of the
Rights are set forth in a Rights Agreement (the "RIGHTS AGREEMENT") between the
Company and Harris Trust and Savings Bank as Rights Agent.
Until the earlier to occur of (i) 10 business days following a public
announcement that a person or group of affiliated or associated persons (an
"ACQUIRING PERSON") has acquired, or obtained the right to acquire, beneficial
ownership of 15% or more of the outstanding shares of Common Stock (the "SHARE
ACQUISITION DATE") or (ii) 10 business days (or such later date as may be
determined by action of the Board of Directors prior to the time that any
person becomes an Acquiring Person) following the commencement of (or a public
announcement of an intention to make) a tender or exchange offer if, upon
consummation thereof, such person or group would be the beneficial owner of 15%
or more of such outstanding shares of Common Stock (the earlier of such dates
being called the "DISTRIBUTION DATE"), the Rights will be evidenced by the
Common Stock certificates together with a copy of the Summary of Rights and not
by separate certificates.
In addition, until the Distribution Date (or earlier redemption,
expiration or termination of the Rights), the transfer of any certificates for
Common Stock, with or without a copy of the Summary of Rights Plan, will also
constitute the transfer of the Rights associated with the Common Stock
represented by such certificates. As soon as practicable following the
Distribution Date, separate certificates evidencing the Rights ("RIGHT
CERTIFICATES") will be mailed to holders of record of the Common Stock as of
the close of business on the Distribution Date and, thereafter, such separate
Right Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date and will expire
at the earliest of (i) August 10, 2008 (the "FINAL EXPIRATION DATE"), (ii) the
redemption of the Rights by the Company as described below and (iii) the
exchange of all Rights for Common Stock as described below.
In the event that any person (other than the Company, its affiliates or
any person receiving newly-issued shares of Common Stock directly from the
Company) becomes the beneficial owner of 15% or more of the then outstanding
shares of Common Stock, each holder of a Right will thereafter have the right
to receive, upon exercise at the then current exercise price of the Right,
Common Stock (or, in certain circumstances, cash, property or other securities
of the Company) having a value equal to two times the exercise price of the
Right.
In the event that, at any time following the Share Acquisition Date, the
Company is acquired in a merger or other business combination transaction or
50% or more of the Company's assets or earning power are sold, proper provision
will be made so that each holder of a Right will thereafter have the right to
receive, upon exercise at the then current exercise price of the Right, common
stock of the acquiring or surviving company having a value equal to two times
the exercise price of the Right.
Notwithstanding the foregoing, following the occurrence of any of the
events set forth in the preceding two paragraphs (the "TRIGGERING EVENTS"), any
Rights that are, or (under certain circumstances specified in the Rights
Agreement) were, beneficially owned by any Acquiring Person will immediately
become null and void.
The Exercise Price payable, and the number of shares of Preferred Stock or
other securities or property issuable, upon exercise of the Rights, are subject
to adjustment from time to time to prevent dilution, among other circumstances,
in the event of a stock dividend on, or a subdivision, split, combination,
consolidation or
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reclassification of, the Preferred Stock or the Common Stock, or a reverse
split of the outstanding shares of Preferred Stock or the Common Stock.
At any time after the acquisition by a person or group of affiliated or
associated persons of beneficial ownership of 15% or more of the outstanding
Common Stock and prior to the acquisition by such person or group of 50% or
more of the outstanding Common Stock, the Board of Directors may exchange the
Rights (other than Rights owned by such person or group, which have become
void), in whole or in part, at an exchange ratio of one share of Common Stock
per Right (subject to adjustment).
The Company will not be required to issue fractional shares of Preferred
Stock or Common Stock (other than fractions in multiples of one one-hundredths
of a share of Preferred Stock) and, in lieu thereof, an adjustment in cash may
be made based on the then current market price of the Preferred Stock or Common
Stock.
At any time after the date of the Rights Agreement until the time that a
person becomes an Acquiring Person, the Board of Directors may redeem the
Rights in whole, but not in part, at a price of $0.01 per Right (the
"REDEMPTION PRICE"), which may (at the option of the Company) be paid in cash,
shares of Common Stock or other consideration deemed appropriate by the Board
of Directors. Upon the effectiveness of any action of the Board of Directors
ordering redemption of the Rights, the Rights will terminate and the only right
of the holders of Rights will be to receive the Redemption Price.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the
right to vote or to receive dividends.
The provisions of the Rights Agreement may be amended by the Company,
except that any amendment adopted after the time that a person becomes an
Acquiring Person may not adversely affect the interests of holders of Rights.
As of August 1, 1998, there were 2,951,236 shares of Common Stock
outstanding. Each outstanding share of Common Stock on August 10, 1998 will
receive one Right. Ninety thousand (90,000) shares of Preferred Stock will be
reserved for issuance in the event of exercise of the Rights.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
without conditioning the offer on the Rights being redeemed or a substantial
number of Rights being acquired, and under certain circumstances the Rights
beneficially owned by such a person or group may become void. The Rights
should not interfere with any merger or other business combination approved by
the Board of Directors because, if the Rights would become exercisable as a
result of such merger or business combination, the Board of Directors may, at
its option, at any time prior to the time that any Person becomes an Acquiring
Person, redeem all (but not less than all) of the then outstanding Rights at
the Redemption Price.
A copy of the Rights Agreement is being filed with the Securities and
Exchange Commission as an exhibit to a Registration Statement on Form 8-A.
This summary description of the Rights does not purport to be complete and is
qualified in its entirety by reference to the Rights Agreement.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
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<S> <C>
10.1 Form of Rights Agreement dated as of August 1, 1998, between
Success Bancshares, Inc. and Harris Trust and Savings Bank, as
Rights Agent, which includes as Exhibit B thereto the Form of
Right Certificate. Incorporated by reference from Exhibit 1 to
Form 8-A Registration Statement (File No. 001-14381) filed on
August 6, 1998.
99.1 Press Release, dated July 17, 1998, regarding adoption of the
Shareholder Rights Plan.
</TABLE>
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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 thereunto duly authorized.
SUCCESS BANCSHARES, INC.
By: /s/ Christa N. Calabrese
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Christa N. Calabrese
Chief Operating Officer
Date: August 6, 1998
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
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<S> <C>
10.1 Form of Rights Agreement dated as of August 1, 1998, between
Success Bancshares, Inc. and Harris Trust and Savings Bank, as
Rights Agent, which includes as Exhibit B thereto the Form of
Right Certificate. Incorporated by reference from Exhibit 1 to
Form 8-A Registration Statement (File No. 001-14381) filed on
August 6, 1998.
99.1 Press Release, dated July 17, 1998, regarding adoption of the
Shareholder Rights Plan.
</TABLE>
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Ex 99.1
SUCCESS BANCSHARES, INC.
ADOPTS SHAREHOLDER PROTECTION RIGHTS AGREEMENT
CHICAGO, IL, July 17, 1998 -- Success Bancshares, Inc. today announced that its
Board of Directors approved implementation of a Shareholder Rights Plan on May
27, 1998. The Company has withheld announcement of the Plan pending the
consideration of its investment banker. Specifically, the Board declared a
dividend of one Preferred Stock Purchase Right for each outstanding share of
Common Stock. Representatives of the Board stated that "the Rights are
designed to enhance the ability of all shareholders to realize the long-term
value of their investment in Success." The Rights can be redeemed by the Board
of Directors at a redemption price of $.01 per right prior to the time any
person or group becomes the beneficial owner of 15% or more of the shares of
Success Common Stock. The dividend will be paid to stockholders of record on
August 10, 1998.
Each Right will entitle holders of Common Stock to purchase one one-hundredth
of a share of the new Series B Junior Participating Preferred Stock of Success,
with each fractional share of such Preferred Stock equivalent in voting power
to one share of Success Common Stock and would generally be paid dividends
equal to the dividends paid on each share of Success Common Stock. The Rights
will be exercisable only if a person or group becomes an "acquiring person" by
becoming the owner of 15% or more of the Success Common Stock. The Rights are
not triggered by present beneficial holders of 15% or more of Common Stock
unless they subsequently increase their beneficial holdings.
Pursuant to the terms of the Rights Plan, until it is announced that a person
or group has become an "acquiring person," the Rights will be evidenced by the
Success Common Stock certificates, will automatically trade with the Common
Stock and will not be exercisable. Upon announcement that any person or group
has become an "acquiring person," each Right (other than Rights beneficially
owned by any "acquiring person" or transferees thereof, which Rights become
void) will entitle its holder to purchase, for the exercise price of $40, a
number of shares of Success Common Stock having a market value of twice the
exercise price.
Details of the Rights Plan are outlined in a letter which will be mailed to all
shareholders of record at the close of business on August 10, 1998.
Success Bancshares, Inc. provides community banking services through ten
locations to individuals and small-to-medium sized businesses primarily in the
north and northwest suburbs of Chicago and the north side of Chicago. The
Company is traded on the Nasdaq National Market System under the symbol "SXNB"
and can be reached at its web page: http://www.successbank.com.
