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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): March 15, 1998
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BEVERLY BANCORPORATION, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-4707 36-4090152
(State or other jurisdiction (Commission File No.) (I.R.S. Employer
of incorporation or Identification No.)
organization)
16345 South Harlem Avenue, Suite 3E
Tinley Park, Illinois 60477
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (708) 614-5070
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Item 1. Changes in Control of Registrant
On March 15, 1998, Beverly Bancorporation, Inc. ("Beverly") entered into
an Agreement and Plan of Merger (the "Agreement") with St. Paul Bancorp, Inc.
("St. Paul") pursuant to which St. Paul will acquire Beverly in a tax-free
stock-for-stock exchange (the "Merger"). Under the Agreement, each share of
Beverly common stock outstanding at the time of the Merger will be converted
into 1.063 shares of St. Paul common stock. The exchange ratio will not be
adjusted for the 5% stock dividend payable by Beverly on April 14, 1998. The
Merger is subject to approval by Beverly's shareholders, and St. Paul's
shareholders must approve a proposal to increase the number of St. Paul's
authorized shares and the issuance of the stock being offered as
consideration in connection with the Merger. The Merger is subject to
regulatory approvals and customary closing conditions.
In connection with the Agreement, St. Paul and Beverly entered into an
Option Agreement (the "Option Agreement") pursuant to which Beverly granted
St. Paul an option, exercisable under certain circumstances, to purchase an
aggregate of 1,100,488 newly issued shares of common stock of Beverly at an
exercise price of $22.92 per share.
The foregoing summary of the terms of the Agreement and the Option
Agreement are qualified in their entirety by reference to the provisions of
the Agreement and the Option Agreement, which are hereby incorporated herein
by reference.
Item 7. Financial Statements and Exhibits
(c) Exhibits
Exhibit No. Description
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2.1 Agreement and Plan of Merger, dated as of March 15, 1998,
by and between St. Paul Bancorp, Inc. and Beverly
Bancorporation, Inc. (incorporated herein by reference to
Exhibit 2.1 to the Current Report on Form 8-K dated March
15, 1998 filed by St. Paul Bancorp, Inc.)
2.2 Option Agreement, dated as of March 15, 1998, by and
between St. Paul Bancorp, Inc. and Beverly
Bancorporation, Inc. (incorporated herein by reference to
Exhibit 2.2 to the Current Report on Form 8-K dated March
15, 1998 filed by St. Paul Bancorp, Inc.)
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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.
Date: March 23, 1998
BEVERLY BANCORPORATION, INC.
(Registrant)
/s/ Jeffrey M. Voss
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Jeffrey M. Voss,
Chief Financial Officer
