SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES AND
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1995
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or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES AND
EXCHANGE ACT OF 1934 [Fee Required] For the transition period from to
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Commission File Number 0-18166
STATE FINANCIAL SERVICES CORPORATION
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(Exact name of registrant as specified in its charter)
WISCONSIN 39-1489983
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
10708 WEST JANESVILLE ROAD, HALES CORNERS, WISCONSIN 53130
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(Address and zip code of principal executive offices)
(414) 425-1600
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(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock,
$0.10 par value.
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 and Exchange Act
of 1934 during the preceding 12 months (or for shorter periods that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
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The aggregate market value of the voting stock held by nonaffiliates of the
registrant as of April 30, 1996 was approximately $32,473,469, based on the
following assumptions: (1) the market value of the Common Stock of $16.50 per
share which was equal to the closing price on the Nasdaq Stock Market on April
29, 1996; and (2) 1,968,089 shares of Common Stock held by nonaffiliates as of
April 30, 1996.
Indicate the number of shares outstanding of the issuer's classes of common
stock as of the latest practicable date.
As of April 30, 1996, there were 2,658,057 shares of the Registrant's $0.10
par value Common Stock issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
The Exhibits incorporate certain exhibits by reference from (1)
Registrant's Form S-1 Registration Statement filed under the Securities Act
of 1933, Registration No. 33-31517, dated October 11, 1989 and the
following amendments to said Registration Statement: Amendment No. 1 dated
December 6, 1989 and Amendment No. 2 dated March 16, 1990; (2) Amendment
No. 3 to Registrant's S-4 Registration Statement filed under the Securities
Act of 1933, Registration No. 33-46280, dated May 3, 1992; (3) Registrant's
report on Form 8-K dated June 19, 1992 filed under the Securities Exchange
Act of 1934; (4) Amendment No. 2 to Registrant's S-4 Registration Statement
filed under the Securities Act of 1933, Registration No. 33-59665, dated
July 18, 1995; and (6) Registrant's Annual Report on Form 10-K filed under
the Securities Exchange Act of 1934 for the years ended December 31, 1991,
1992, 1993, 1994, and 1995.
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 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. [X]
STATE FINANCIAL SERVICES CORPORATION
EXHIBIT INDEX
TO
FORM 10-K/A
FOR YEAR ENDED December 31, 1995
NOTE: To maintain a set of exhibit reference numbers consistent with
Registrant's prior filings under the Securities Act of 1933 and the
Securities Act of 1934, Registrant has intentionally omitted exhibit
reference numbers which pertain to exhibits which are no applicable or in
effect. Except as specifically noted below, all of the exhibits
identified are filed herewith.
Exhibit
Number Description
- ------- -----------
3.1 Articles of Incorporation of the Registrant as Amended and Restated
effective April 21, 1993.<F7>
3.2 Bylaws of Registrant, as amended and restated effective February 24,
1993.<F1>
10.1 Lease between SFB (formerly State Bank, Hales Corners) and Hales
Corners Development Corporation (10708 West Janesville Road, Hales
Corners, Wisconsin).<F2>
10.2 Lease between SFB (formerly State Bank, Hales Corners) and Hales
Corners Development Corporation (S76 W17655 Janesville Road, Muskego,
Wisconsin).<F3>
10.3 Lease between SFB (formerly Edgewood Bank) and Edgewood Plaza Joint
Venture (4811 South 76th Street, Greenfield, Wisconsin).<F3>
10.6 Lease between SFB (formerly University National Bank) and Northeast
Corporate Center (7020 North Port Washington Road, Milwaukee,
Wisconsin).<F3>
10.7 Deferred Compensation Agreement between Registrant and Jerome J. Holz
dated December 6, 1980.<F3>
10.10 Employee Stock Ownership Plan and Employee Stock Ownership Trust
Agreement.<F4>
10.13 Lease between SFB (formerly University National Bank) and Downer
Investments (2650 North Downer Avenue, Milwaukee, Wisconsin)<F5>
10.14 Agreement and Plan of Reorganization between Registrant and Eastbrook
State Bank, dated January 22, 1992, as amended and restated.<F6>
10.15 Branch Purchase and Assumption Agreement between Eastbrook State Bank
and North Shore Bank, FSB, dated December 29, 1992.<F1>
10.16 Agreement and Plan of Merger By and Among Registrant, WBAC, Inc., and
Waterford Bancshares, Inc. Dated April 12, 1995.<F8>
13 Registrant's Annual Report to security holders for the fiscal year
ended December 31, 1995.<F10>
22 Subsidiaries of Registrant.<F10>
24 Consent of Ernst & Young LLP.<F10>
27 Financial Data Schedule.
99.1 State Financial Services Corporation 1990 Stock Option/Stock
Appreciation Rights and Restricted Stock Plan for Key Officers
and Employees, as amended on March 10, 1993.<F1>
99.2 State Financial Services Corporation 1990 Director Stock Option Plan,
as amended March 10, 1993.<F1>
99.3 State Financial Services Corporation Supplemental Executive Retirement
Plan for Michael J. Falbo effective November 22, 1994.<F9>
99.4 Registrant's Proxy Statement relating to its Annual Meeting of
Shareholders to be held on April 24, 1996.<F10>
<F1> Incorporated by reference from Registrant's annual report on Form 10-K for
the fiscal year ended December 31, 1992.
<F2> Incorporated by reference from Registrant's registration statement on Form
S-1, Registration Number 33-31517 (the `Form S-1'') (dated October 11, 1989).
<F3> Incorporated by reference from Amendment No. 1 to the Form S-1 (dated
December 6, 1989).
<F4> Incorporated by reference from Amendment No.2 to the Form S-1 (dated March
6, 1989).
<F5> Incorporated by reference from Registrant's annual report on Form 10-K for
the fiscal year ended December 31, 1991.
<F6> Incorporated by reference from Exhibit 2.1 to Amendment No. 3 to
Registrant's registration statement on Form S-4, Registration Number 33-46280,
dated May 3, 1992.
<F7> Incorporated by reference from Registrant's annual report on Form 10-K for
the fiscal year ended December 31, 1993.
<F8> Incorporated by reference from Amendment No. 2 to the Form S-4 (dated July
18, 1995).
<F9> Incorporated by reference from Registrant's annual report on Form 10-K for
the fiscal year ended December 31, 1994.
<F10> Incorporated by reference from Registrant's annual report on Form 10-K
for the fiscal year ended December 31, 1995.
The issuer, State Financial Services Corporation, will furnish a copy of
any exhibit described above upon request and upon reimbursement to the issuer of
its reasonable expenses of furnishing such exhibit, which shall be limited to a
photocopying charge of $0.25 per page and, if mailed to the requesting party,
the cost of first-class postage.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities and
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
STATE FINANCIAL SERVICES CORPORATION
By: /s/ Michael A. Reindl
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Michael A. Reindl, Senior Vice President, Controller and
Chief Financial Officer
Date: April 30, 1996
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 9
<RESTATED> NO
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> DEC-31-1995
<CASH> 16,107,613
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 6,540,309
<INVESTMENTS-HELD-FOR-SALE> 18,857,758
<INVESTMENTS-CARRYING> 44,225,970
<INVESTMENTS-MARKET> 44,683,716
<LOANS> 185,754,168
<ALLOWANCE> 2,711,362
<TOTAL-ASSETS> 285,037,201
<DEPOSITS> 246,217,833
<SHORT-TERM> 3,300,160
<LIABILITIES-OTHER> 2,076,341
<LONG-TERM> 1,061,844
<COMMON> 264,912
0
0
<OTHER-SE> 32,116,111
<TOTAL-LIABILITIES-AND-EQUITY> 285,037,201
<INTEREST-LOAN> 15,833,190
<INTEREST-INVEST> 3,216,002
<INTEREST-OTHER> 314,111
<INTEREST-TOTAL> 19,363,303
<INTEREST-DEPOSIT> 7,029,954
<INTEREST-EXPENSE> 7,336,142
<INTEREST-INCOME-NET> 12,027,161
<LOAN-LOSSES> 190,000
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 9,459,655
<INCOME-PRETAX> 4,858,427
<INCOME-PRE-EXTRAORDINARY> 3,279,427
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,279,427
<EPS-PRIMARY> 1.36
<EPS-DILUTED> 1.36
<YIELD-ACTUAL> 5.44
<LOANS-NON> 1,386,000
<LOANS-PAST> 2,000
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 614,000
<ALLOWANCE-OPEN> 1,982,941
<CHARGE-OFFS> 308,994
<RECOVERIES> 112,838
<ALLOWANCE-CLOSE> 2,711,362
<ALLOWANCE-DOMESTIC> 2,711,362
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0<F11>
<FN>
<F11>Allowance for loan losses increased $734,577 in third quarter 1995 due to the
inclusion of the acquired allowance related to the Company's acquisition of the
former Waterford Bancshares, Inc.
</FN>
</TABLE>
