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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
July 24, 1998
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(Date of earliest event reported)
CFS Bancorp, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 000-24611 33-2042093
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
707 Ridge Road 46321
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(Address of principal executive offices) (Zip Code)
(219) 836-5500
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name, former address and former fiscal year, if changed since last
report)
Page 1 of 5 Pages
Exhibit Index appears on Page 4
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ITEM 2. Acquisition and Disposition of Assets
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On July 24, 1998, CFS Bancorp, Inc. (the "Company") consummated the
previously announced merger ("Merger") of SuburbFed Financial Corp. ("SFC")
with and into the Company. Upon consummation of the Merger, each former
stockholder of SFC became entitled to receive 3.6 shares of Company common
stock, par value $0.01 per share ("Company Common Stock"), for each former
share of common stock of SFC, par value $0.01 per share ("SFC Common Stock").
Each outstanding option to purchase SFC Common Stock was converted into an
option to purchase 3.6 shares of the Company. Up to 5,507,424 shares of CFS
Common Stock will be issued upon exchange for former shares of SFC Common
Stock and options to acquire SFC Common Stock. Prior to the date of the
Merger, SFC was a savings and loan holding company for Suburban Federal
Savings, a Federal Savings Bank ("Suburban Federal") which was principally
engaged in the business of attracting deposits from the general public and
using such deposits, together with funds generated from operations and
borrowings, primarily to originate one-to four-family residential loans in
Illinois. As of March 31, 1998, SFC had total assets of $446.5 million,
total deposits of $321.0 million and stockholders' equity of $30.0 million.
Additional information regarding the Merger is included in the Company's
registration statement on Form S-1 filed on March 23, 1998, as amended.
ITEM 5. Other Events
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On July 24, 1998, the Company also completed the mutual-to-stock conversion
("Conversion") of Citizens Financial Services, FSB ("Citizens"), and the sale of
17,853,750 shares of Company Common Stock at $10.00 per share for total gross
proceeds of $178.5 million. As an integral part of the Conversion and in
furtherance of Citizens' commitment to the communities that it serves, Citizens
and the Company have established a charitable foundation known as The Citizens
Savings Foundation (the "Foundation") and have contributed 300,000 Shares (1.3%
of the shares sold in the Conversion) to the Foundation. The Foundation will
provide funding to support charitable causes and community development
activities which will complement Citizens' existing community activities.
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ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits
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Financial Statements and Pro Forma Data:
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(a) The following audited financial statements of SFC are incorporated
by reference to the Company's registration statement on Form S-1 filed with the
Securities and Exchange Commission on March 23, as amended:
Independent Auditors' Report
Consolidated Statements of Financial Condition as of December 31, 1997 and
1996
Consolidated Statements of Earnings for the Years Ended December 31, 1997,
1996 and 1995
Consolidated Statement of Changes in Stockholders' Equity for the Years
Ended December 31, 1997, 1996 and 1995
Consolidated of Cash Flows for the Years Ended 1997, 1996 and 1995
Notes to Consolidated Financial Statements
The following unaudited, consolidated interim financial statements of SFC
are incorporated by reference to the Quarterly Report on Form 10-Q for the
quarter ended March 31, 1998 filed by SFC with the Securities and Exchange
Commission:
Consolidated Statements of Financial Condition at March 31, 1998
Consolidated Statements of Income (Unaudited) Three Months Ended March 31,
1998 and 1997
Consolidated Statement of Changes in Stockholders' Equity Three Months
Ended March 31, 1998 (Unaudited)
Consolidated Statement of Cash Flows (Unaudited) Three Months Ended March
31, 1998 and 1997
Notes to Consolidated Financial Statements
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(b) Pro forma financial information is not available as of the date of
this report on Form 8-K. Pro forma financial information will be filed by
amendment as soon as practicable, but in no event later than 60 days after the
date that this initial report on Form 8-K must be filed.
(c)Exhibits:
Exhibit Number Description
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2(i) Agreement and Plan of Merger, dated as
of December 29, 1997, by and between
the Company, Citizens and SFC.*
2(ii) Plan of Conversion, dated as of December
29, 1997, as amended on March 16, 1998
and May 7, 1998, by and between the
Company and Citizens.*
99 Press Release issued by the Company on
July 24, 1998 with respect to the
closing.
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* This exhibit is incorporated by reference to the Company's registration
statement on Form S-1 as filed on March 23, 1998, as amended.
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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 thereunto duly authorized.
CFS BANCORP, INC.
Date: July 31, 1998 By: /s/Thomas F. Prisby
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Thomas F. Prisby
Chairman and
Chief Executive Officer
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EXHIBIT 99
Press Release dated July 24, 1998
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CITIZENS FINANCIAL SERVICES, FSB
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707 Ridge Road Munster, IN 46321 (219) 836-5500 Fax: (219) 836-2950
FOR IMMEDIATE RELEASE
Contact: CFS Bancorp
Agnes C. Lasics, Vice President - Marketing
Thomas F. Prisby, Chairman and Chief Executive Officer
Phone: (219) 836-5500, Fax: (219) 836-2950
Charles Webb & Company
A Division of Keefe, Bruyette, and Woods, Inc.
Douglas L. Reidel, Senior Vice President
Phone: (614) 766-8400, Fax: (614) 766-8406
Stock Center Phone: (219) 836-5471
CFS BANCORP, INC.
COMPLETES INITIAL STOCK OFFERING
AND ACQUISITION OF SUBURBFED FINANCIAL CORP.
Munster, IN (July 24, 1998) Thomas F. Prisby, Chairman and Chief
Executive Officer of Citizens Financial Services, FSB, ("Citizens" or the
"Bank"), headquartered in Munster, Indiana, announced today that CFS Bancorp,
Inc., the newly-formed holding company of Citizens, has completed the Bank's
conversion from the mutual to stock form. In addition, Mr. Prisby announced
that concurrent with the completion of the conversion and stock offering,
Citizens also completed its acquisition of SuburbFed Financial Corp., and its
wholly owned banking subsidiary, Suburban Federal Savings, FSB, Flossmoor,
Illinois.
In connection with the conversion, CFS Bancorp, Inc., the newly formed
holding company of the Bank, completed its initial stock offering. The
holding company sold 17,853,750 shares of common stock at $10.00 per share in
a subscription offering. The SuburbFed Financial stockholders will receive
3.6 shares of Citizens Bancorp stock for each share held.
On June 29, 1998, Citizens' Plan of Conversion and the establishment of
a charitable foundation, Citizens Savings Foundation, with an initial stock
contribution of $3 million, were approved by the Bank's members at a Special
Meeting. On that same date, the shareholders of SuburbFed approved the
acquisition by Citizens.
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The shares of Citizens Bancorp, Inc. will be traded on the Nasdaq National
Market under the symbol "CITZ." The Subscription offering was managed by
Charles Webb & Company, a division of Keefe, Bruyette, & Woods, Inc. The
shares of SuburbFed previously traded on the Nasdaq under the symbol "SFSB."
"We are pleased to announce that the merger between Citizens Financial
Services and Suburban Federal Savings is now complete. Our combined
organization with $1.4 billion in assets will continue to be locally managed,
community focused, and committed to our valued customers," said Thomas F.
Prisby, Chairman of the Board and Chief Executive Officer. "Customers can be
assured of seeing familiar faces in the offices, with the added benefit of
'new and improved' products and services to meet all of their banking,
insurance, investment, and trust needs."
Daniel P. Ryan, Vice Chairman and Senior Executive Vice President,
commented, "Citizens Financial Services and Suburban Federal Savings share a
commitment to providing superior service. We believe that every customer
relationship is unique and we value and appreciate each individual. We are
pleased to have the opportunity to serve customers at 25 financial service
centers in a two-state, six-county area centered around Lake County, Indiana
and southern Cook County."
The Board of Directors, Officers and Employees of Citizens (totaling
over 500 people) and CFS Bancorp, Inc. express their gratitude for the
overwhelming support for the offering by their customers, pledge their best
efforts toward the opportunities ahead, and look forward to serving the needs
of their customers and new stockholders.
Citizens, a federally chartered, FDIC-insured savings bank, was founded
in 1934. Following the stock offering and acquisition of SuburbFed, Citizens
will operate full-service banking offices in Lake, Porter and LaPorte
Counties, Indiana and in Cook, Will and DuPage Counties Illinois, and manages
the CFS Center for Insurance and Investments from a separate facility in
Munster, Indiana.
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