<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-K/A
AMENDMENT NO. 1
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997
0-23235
COMMISSION FILE NUMBER
SUCCESS BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 36-3497644
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
ONE MARRIOTT DRIVE
LINCOLNSHIRE, ILLINOIS 60069
(Address of principal executive offices)
(847) 634-4200
Registrant's telephone number, including area code
COMMON STOCK, $0.001 PAR VALUE
Securities registered pursuant to Section 12(g) of the Act
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
[X] Yes [ ] No.
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
The aggregate market value of the registrant's voting stock held by
non-affiliates of the registrant was approximately $34.0 million as of March
18, 1998. As of March 18, 1998, the registrant had outstanding 2,922,574
shares of Common Stock.
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ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a)Documents filed as part of this Report:
1., 2. Financial Statements and Schedules
The Consolidated Financial Statements are incorporated by
reference to the following pages from the 1997 Annual Report to
Shareholders, attached hereto as Exhibit 13.1:
Page
-----
Report of Independent Auditors........................... 10
Report of Consolidated Balance Sheets.................... 11
Report of Consolidated Statements of Income.............. 12
Report of Consolidated Statements of Shareholders' Equity 13
Report of Consolidated Statements of Cash Flows.......... 14
Report of Notes to Consolidated Financial Statements..... 15-30
No schedules are required to be filed with this report.
3.0 Exhibits
3.1 Second Restated Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 3.1 of the Company's Form S-1
Registration Statement (No. 333-32561) filed with the Securities and
Exchange Commission on July 31, 1997).
3.2 By-laws of the Company (incorporated by reference to Exhibit 3.2 of
the Company's Form S-1 Registration Statement (No. 333-32561) filed
with the Securities and Exchange Commission on July 31, 1997).
10.1 $10 Million Business Loan Agreement between Success Bancshares, Inc.
and Cole Taylor Bank dated January 13, 1998.
10.2 1995 Success Bancshares, Inc. Employee Stock Option Plan
(incorporated by reference to Exhibit 10.2 of the Company's Form
S-1 Registration Statement (No. 333-32561) filed with the Securities
and Exchange Commission on July 31, 1997).
10.3 Employment Agreement between the Company and Saul D. Binder
(incorporated by reference to Exhibit 10.3 of the Company's Form S-1
Registration Statement (No. 333-32561) filed with the Securities and
Exchange Commission on July 31, 1997).
10.4 Executive Severance Agreement between the Company and Steven A.
Covert (incorporated by reference to Exhibit 10.4 of the Company's
Form S-1 Registration Statement (No. 333-32561) filed with the
Securities and Exchange Commission on July 31, 1997).
10.5 Lease with respect to Lincolnwood branch banking facility (October,
1991) (incorporated by reference to Exhibit 10.5 of the
Company's Form S-1 Registration Statement (No. 333-32561) filed
with the Securities and Exchange Commission on July 31, 1997).
10.6 Lease with respect to Lincoln Park branch banking facility (April,
1993) (incorporated by reference to Exhibit 10.6 of the Company's
Form S-1 Registration Statement (No. 333-32561) filed with the
Securities and Exchange Commission on July 31, 1997).
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10.7 Lease with respect to Northbrook branch banking facility
(December 1994) (incorporated by reference to Exhibit 10.7 of the
Company's Form S-1 Registration Statement (No. 333-32561) filed
with the Securities and Exchange Commission on July 31, 1997).
10.8 Lease with respect to Deerfield/Riverwoods branch banking
facility (September, 1995) (incorporated by reference to Exhibit
10.8 of the Company's Form S-1 Registration Statement (No.
333-32561) filed with the Securities and Exchange Commission on
July 31, 1997).
11.1 Statement re Computation of Per Share Earnings
13.1 1997 Annual Report to Shareholders
21.1 Subsidiaries of the Company (incorporated by reference to
Exhibit 21.1 of the Company's Form S-1 Registration Statement (No.
333-32561) filed with the Securities and Exchange Commission on
July 31, 1997).
*27.1 Amended Financial Data Schedule
_____________
*Filed herewith.
(b) Reports on Form 8-K
A report on Form 8-K dated December 18, 1997 was filed with the Securities
and Exchange Commission on December 19, 1997. The report was filed to
report a press release announcing the Company's offer to acquire North
Bancshares, Inc.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the registrant has duly caused this Amendment to
be signed on its behalf by the undersigned, thereunto duly authorized.
SUCCESS BANCSHARES, INC.
By: Saul D. Binder /s/ Saul D. Binder May 11, 1998
--------------------------------- ------------
President/Chief Executive Officer (Dated)
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EXHIBIT INDEX
3.1 Second Restated Certificate of Incorporation of the Company (incorporated
by reference to Exhibit 3.1 of the Company's Form S-1 Registration
Statement (No. 333-32561) filed with the Securities and Exchange
Commission on July 31, 1997).
3.2 By-laws of the Company (incorporated by reference to Exhibit 3.2 of the
Company's Form S-1 Registration Statement (No. 333-32561) filed with the
Securities and Exchange Commission on July 31, 1997).
10.1 $10 Million Business Loan Agreement between Success Bancshares, Inc. and
Cole Taylor Bank dated January 13, 1998.
10.2 1995 Success Bancshares, Inc. Employee Stock Option Plan (incorporated by
reference to Exhibit 10.2 of the Company's Form S-1 Registration
Statement (No. 333-32561) filed with the Securities and Exchange
Commission on July 31, 1997).
10.3 Employment Agreement between the Company and Saul D. Binder (incorporated
by reference to Exhibit 10.3 of the Company's Form S-1 Registration
Statement (No. 333-32561) filed with the Securities and Exchange
Commission on July 31, 1997).
10.4 Executive Severance Agreement between the Company and Steven A. Covert
(incorporated by reference to Exhibit 10.4 of the Company's Form S-1
Registration Statement (No. 333-32561) filed with the Securities and
Exchange Commission on July 31, 1997).
10.5 Lease with respect to Lincolnwood branch banking facility (October, 1991)
(incorporated by reference to Exhibit 10.5 of the Company's Form S-1
Registration Statement (No. 333-32561) filed with the Securities and
Exchange Commission on July 31, 1997).
10.6 Lease with respect to Lincoln Park branch banking facility (April, 1993)
(incorporated by reference to Exhibit 10.6 of the Company's Form S-1
Registration Statement (No. 333-32561) filed with the Securities and
Exchange Commission on July 31, 1997).
10.7 Lease with respect to Northbrook branch banking facility (December 1994)
(incorporated by reference to Exhibit 10.7 of the Company's Form S-1
Registration Statement (No. 333-32561) filed with the Securities and
Exchange Commission on July 31, 1997).
10.8 Lease with respect to Deerfield/Riverwoods branch banking facility
(September, 1995) (incorporated by reference to Exhibit 10.8 of the
Company's Form S-1 Registration Statement (No. 333-32561) filed with the
Securities and Exchange Commission on July 31, 1997).
11.1 Statement re Computation of Per Share Earnings
13.1 1997 Annual Report to Shareholders
21.1 Subsidiaries of the Company (incorporated by reference to Exhibit 21.1 of
the Company's Form S-1 Registration Statement (No. 333-32561) filed with
the Securities and Exchange Commission on July 31, 1997).
*27.1 Amended Financial Data Schedule
__________________________
*Filed herewith.
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE AUDITED
FINANCIAL STATEMENTS OF SUCCESS BANCSHARES, INC. FOR THE YEAR ENDED DECEMBER
31, 1997, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> YEAR 9-MOS
<FISCAL-YEAR-END> DEC-31-1997 DEC-31-1997
<PERIOD-START> JAN-01-1997 JAN-01-1997
<PERIOD-END> DEC-31-1997 SEP-30-1997
<CASH> 16,337 17,353
<INT-BEARING-DEPOSITS> 564 265
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<INVESTMENTS-HELD-FOR-SALE> 22,090 18,350
<INVESTMENTS-CARRYING> 31,664 31,691
<INVESTMENTS-MARKET> 32,439 32,313
<LOANS> 289,104 265,900
<ALLOWANCE> 2,079 1,892
<TOTAL-ASSETS> 378,719 345,602
<DEPOSITS> 329,424 303,507
<SHORT-TERM> 9,243 18,473
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0 0
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<INTEREST-TOTAL> 24,912 17,574
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<LOAN-LOSSES> 766 501
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<NET-INCOME> 1,087 642
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