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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
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): June 2, 1998
HOME BANCORP OF ELGIN, INC.
(Exact name of registrant as specified in charter)
Delaware 0-28696 36-4090333
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
16 NORTH SPRING STREET, ELGIN, ILLINOIS 60120
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (847) 742-3800
NOT APPLICABLE
(Former name or former address, if changed since last report)
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ITEMS 1-4. NOT APPLICABLE.
ITEM 5. OTHER EVENTS.
On June 2, 1998, Home Bancorp of Elgin, Inc. ("HBE"), entered into an
Agreement and Plan of Merger (the "Merger Agreement") between HBE and State
Financial Services Corporation, a Wisconsin corporation ("SFSC"). SFSC is a bank
holding company that currently owns banks in Wisconsin and Illinois. A copy of
the Merger Agreement is attached hereto as Exhibit 2.1. The Merger Agreement
provides, among other things, that HBE will merge with and into SFSC, with SFSC
being the surviving corporation (the "Merger"). It is expected that Home Federal
Savings and Loan Association of Elgin will remain a separate subsidiary
following completion of SFSC's pending acquisition of HBE.
Pursuant to the Merger Agreement, each share of HBE common stock ("HBE
Common Stock") issued and outstanding at the Effective Time (as defined in the
Merger Agreement) will be exchanged for shares of SFSC common stock having a
value of $19.50 per share.
The total transaction is valued at $133.7 million based upon HBE shares
valued at $19.50 per share for the 6,855,799 shares of HBE Common Stock. Based
on SFSC's market value per share of $25.07 (as calculated pursuant to the
formula set forth in the definitive agreement), SFSC will exchange 5,331,549
shares of its Common stock resulting in an exchange ratio of 0.77767. The actual
exchange ratio will be calculated based upon SFSC's shares valued at the average
closing price of SFSC Common Stock for twenty consecutive trading days
immediately preceding the five business days prior to closing the transaction.
The preceding exchange ratio formula will be used in the event the
market value determined for SFSC `s Common Stock is between $22.625 and $30.00.
The actual exchange ratio is also subject to certain caps. In the event that
SFSC's market value is between $21.125 and $22.625, the exchange ratio will be
fixed at 0.857143. In the event that SFSC's market value is between $20.00 and
$21.125, the exchange ratio will be fixed at 0.86. If SFSC's market value falls
below $20.00, HBE and SFSC can elect to close the transaction at the 0.86
exchange ratio, SFSC can elect an Optional Exchange Ratio assigning $17.25 as
the value to HBE's shares, or, assuming SFSC has not elected the Optional
Exchange Ratio, HBE can elect to terminate the transaction, subject to certain
notification requirements between the parties. If SFSC's market value is between
$30.00 and $31.375, the exchange ratio will be fixed at 0.65 and if SFSC's
market value exceeds $31.375, the exchange ratio will be fixed at 0.64.
In connection with the Merger Agreement, HBE and SFSC also entered into
a Stock Option Agreement, dated as of June 1, 1998, a copy of which is attached
hereto as Exhibit 4.1, which, under certain defined circumstances, would enable
SFSC to purchase up to 19.9% of the shares of authorized and unissued HBE Common
Stock.
Consummation of the Merger is expected to occur in the fourth quarter
of calendar year 1998 and is subject to the satisfaction of certain conditions,
including approval of the shareholders of HBE and SFSC, approval of the
appropriate regulatory agencies and other customary
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conditions. The transaction is expected to be treated as a tax-free exchange to
holders of HBE Common Stock and be accounted for as a pooling of interests.
HBE and SFSC publicly announced the Merger in a press release dated
June 2, 1998, a copy of which is attached hereto as Exhibit 99.1.
ITEM 6. NOT APPLICABLE.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
a. Financial Statements of Businesses Acquired.
Not Applicable
b. Pro forma Financial Information.
Not Applicable
c. Exhibits: The following Exhibits are filed as part of
this report:
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<CAPTION>
EXHIBIT NO. DESCRIPTION
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<S> <C> <C>
2.1 Agreement and Plan of Merger, dated June 1, 1998,
between Home Bancorp of Elgin, Inc., and State
Financial Services Corporation.
4.1 Stock Option Agreement, dated as of June 1, 1998,
between Home Bancorp of Elgin, Inc., and State
Financial Services Corporation.
99.1 Press Release issued June 2, 1998.
</TABLE>
ITEM 8. NOT APPLICABLE.
ITEM 9. NOT APPLICABLE.
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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.
HOME BANCORP OF ELGIN, INC.
By: /s/ George L. Perucco
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George L. Perucco,
President and Chief Executive
Officer
Date: June 17, 1998
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
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2.1 Agreement and Plan of Merger, dated June 1, 1998, between
State Financial Services Corporation and Home Bancorp of
Elgin, Inc.
4.1 Stock Option Agreement, dated as of June 1, 1998 between
State Financial Services Corporation and Home Bancorp of
Elgin, Inc.
99.1 Press Release issued June 2, 1998.
