As filed with the Securities and Exchange Commission on January 20, 1999
Registration No. 333-________
=======================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________________
CASTLE BANCGROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 36-3238190
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
121 West Lincoln Highway
DeKalb, Illinois 60115
(Address of principal executive offices)
CASTLE BANCGROUP, INC.
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
(Full title of the plan)
Mr. John W. Castle
Chairman of the Board
121 West Lincoln Highway
DeKalb, Illinois 60115
(Name and address of agent for service)
(815) 758-7007
(Telephone number, including area code, of agent for service)
WITH A COPY TO:
Gary L. Mowder
Schiff Hardin & Waite
6600 Sears Tower
Chicago, Illinois 60606-6473
(312) 258-5514
___________________________
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
-------------------------------
PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT OFFERING AGGREGATE AMOUNT of
TO BE PRICE PER OFFERING REGISTRATION
TITLE OF SECURITIES TO BE REGISTERED REGISTERED SHARE(1) PRICE(1) FEE(1)
------------------------------------ ---------- -------- -------- ------------
<S> <C> <C> <C> <C>
Common Stock $.33 par value 150,000(2) $19.18 $2,877,000 $849
</TABLE>
(1) Estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457(h) under the
Securities Act of 1933, as amended.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated herein by reference:
(a) The Annual Report on Form 10-K of Castle BancGroup, Inc.
(the "Registrant") for the fiscal year ended December 31,
1997;
(b) The Quarterly Reports on Form 10-Q of the Registrant for the
quarters ended March 31, 1998, June 30, 1998 and September
30, 1998;
(c) The Registrant's Current Report on Form 8-K dated June 24,
1998; and
(d) The description of the Registrant's Common Stock contained
in the Registrant's Registration Statement on Form 8-A dated
April 24, 1995.
All documents subsequently filed by the Registrant and/or the
Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been
sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be a part
hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of
Delaware permits indemnification of directors, officers, employees and
agents of corporations under certain conditions and subject to certain
limitations. Article 6 of the By-Laws of the Registrant and Article
Eleventh of the Restated Articles of Incorporation of the Registrant
provide for the indemnification of directors and officers of the
Registrant to the fullest extent permitted by Section 145.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
<PAGE>
ITEM 8. EXHIBITS.
The exhibits filed herewith or incorporated by reference herein
are set forth in the Exhibit Index filed as part of this registration
statement on page 6 hereof.
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement; and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such information
in the registration statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
by the Registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial BONA FIDE offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (and each filing
of the Plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in
the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering
2
<PAGE>
of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
3
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933,
Registrant certifies that it has reasonable grounds to believe that it
meets all the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of DeKalb, and
State of Illinois, on this 17th day of December, 1998.
CASTLE BANCGROUP, INC.
(Registrant)
By: /s/ John W. Castle
-------------------------------
John W. Castle
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
-----------------
Each person whose signature appears below appoints John W.
Castle, as such person's true and lawful attorney to execute in the
name of each such person, and to file, any amendments to this
Registration Statement that such attorney will deem necessary or
desirable to enable the Registrant to comply with the Securities Act,
as amended, and any rules, regulations, and requirements of the
Securities and Exchange Commission with respect thereto, in connection
with the registration of the shares of Common Stock of the Registrant
that are subject to this Registration Statement, which amendments may
make such changes in such Registration Statement as the above-named
attorney deems appropriate, and to comply with the undertakings of the
Registrant made in connection with this Registration Statement; and
each of the undersigned hereby ratifies all that said attorney will do
or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
4
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ John W. Castle Chairman of the Board, Chief December 17, 1998
--------------------------------- Executive Officer and Director
John W. Castle (Principal Executive Officer)
/s/ Micah R. Bartlett Vice President and Controller December 17, 1998
--------------------------------- (Principal Financial Officer and
Micah R. Bartlett Controller)
/s/ Bruce P. Bickner Director December 17, 1998
---------------------------------
Bruce P. Bickner
/s/ Robert T. Boey Director December 17, 1998
---------------------------------
Robert T. Boey
/s/ Kathleen L. Halloran Director December 17, 1998
---------------------------------
Kathleen L. Halloran
/s/ Peter H. Henning Director December 17, 1998
---------------------------------
Peter H. Henning
/s/ Donald E. Kieso Director December 17, 1998
---------------------------------
Donald E. Kieso
/s/ Richard C. McGinity Director December 17, 1998
---------------------------------
Richard C. McGinity
</TABLE>
5
<PAGE>
INDEX TO EXHIBITS
-----------------
Exhibit
Index
-------
5 Opinion of Schiff Hardin & Waite.
23.1 Consent of KPMG LLP.
23.2 Consent of Schiff Hardin & Waite (contained in its
opinion filed as Exhibit 5).
6
EXHIBIT 5
---------
January 20, 1999
Securities and Exchange Commission
Filing Desk --Stop 1-4
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549-1004
Re: Castle BancGroup, Inc. -- Registration on
Form S-8 of 150,000 shares of Common Stock
------------------------------------------
Ladies and Gentlemen:
We have acted as counsel to Castle BancGroup, Inc., a Delaware
corporation (the "Company"), in connection with the Company's filing
of a Registration Statement on Form S-8 (the "Registration Statement")
covering 150,000 shares of common stock, $.33 par value (the "Common
Stock"), to be issued pursuant to the Castle BancGroup, Inc. Dividend
Reinvestment and Stock Purchase Plan (the "Plan").
In this connection, we have made such investigation and have
examined such documents as we have deemed necessary in order to enable
us to render the opinion contained herein.
Based upon the foregoing, it is our opinion that those shares of
the Common Stock covered by the Registration Statement that are
originally issued in accordance with the terms of the Plan and as
contemplated by the Registration Statement will, when so issued, be
legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement.
Very truly yours,
SCHIFF HARDIN & WAITE
By: /s/ Gary L. Mowder
-----------------------------
Gary L. Mowder
GLM/jw
EXHIBIT 23.1
------------
CONSENT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
Castle BancGroup, Inc.:
We consent to incorporation by reference in the subject Registration
Statement on Form S-8 of Castle BancGroup, Inc. of our report dated
February 3, 1998, relating to the consolidated balance sheets of
Castle BancGroup, Inc. and subsidiaries as of December 31, 1997 and
1996, and the related consolidated statements of earnings, changes in
stockholders' equity, and cash flows for each of the years in the
three-year period ended December 31, 1997, which report appears in the
December 31, 1997 annual report on Form 10-K of Castle BancGroup, Inc.
/s/ KPMG LLP
---------------------------
KPMG LLP
Chicago, Illinois
January 19, 1999
