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): December 15, 1998
STATE FINANCIAL SERVICES CORPORATION
(Exact name of registrant as specified in its charter)
Wisconsin 0-18166 39-1489983
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(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
10708 West Janesville Road
Hales Corners, Wisconsin 53130
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(Address of principal executive offices including zip code)
(414) 425-1600
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(Registrant's telephone number)
Page 1 of 5 pages
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Effective at the close of business on December 15, 1998, Home Bancorp
of Elgin, Inc. ("HBE"), a Delaware corporation, was merged (the "Merger") with
and into State Financial Services Corporation ("SFSC"), a Wisconsin corporation,
with SFSC as the surviving corporation. The Merger was consummated in accordance
with the terms of an Agreement and Plan of Merger, dated June 1, 1998 (the
"Merger Agreement"), between SFSC and HBE. Matters with respect to the Merger
were approved by shareholders of SFSC and HBE at special meetings of
shareholders of such companies held on November 5, 1998.
Under the terms of the Merger Agreement, each share of common stock,
$.01 par value, of HBE (the "HBE Common Stock") issued and outstanding
immediately prior to the effectiveness of the Merger was (except as otherwise
provided below) cancelled and converted into the right to receive .914 shares of
common stock, $.10 par value, of SFSC (the "SFSC Common Stock") plus cash in
lieu of any fractional shares. All shares of HBE Common Stock (i) owned by HBE
as treasury stock, (ii) owned by the Home Bancorp of Elgin, Inc. 1997
Recognition and Retention Plan and not allocated to participants thereunder, or
(iii) owned by SFSC have been cancelled and no SFSC Common Stock or other
consideration was given in exchange therefor. Shares of SFSC Common Stock which
were issued and outstanding at the time of the Merger were not affected by the
Merger and remain outstanding.
Additional information regarding the Merger, including a description of
the terms of the Merger and the securities issuable in connection therewith and
the other transactions contemplated thereby was previously reported (as defined
in Rule 12b-2 under the Securities Exchange Act of 1934, as amended) in the
definitive Joint Proxy Statement/Prospectus of SFSC and HBE, dated September 30,
1998. The information in the Joint Proxy Statement/Prospectus responsive to the
requirements of this Item 2 is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial statements of business acquired.
Unaudited Consolidated Financial Statements (incorporated by reference
to Home Bancorp of Elgin, Inc.'s Quarterly Report on Form 10-Q for the
quarter ended September 30, 1998 (Commission File No. 000-28696)).
Consolidated Balance Sheets of Home Bancorp of Elgin, Inc. and
subsidiary as of September 30, 1998 and December 31, 1997.
Consolidated Statements of Earnings of Home Bancorp of Elgin, Inc. and
subsidiary for the three and nine months ended September 30, 1998 and
1997.
Page 2 of 5 pages
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Other information related to this transaction which would otherwise be
required to be reported under item 7(a) is not provided herein pursuant
to General Instruction B.3 of Form 8-K as substantially the same
information required by item 7(a) has been "previously reported" (as
defined in Rule 12b-2) by the Registrant in connection with the
Registrant's Registration Statement on Form S-4 (Reg. No. 333-64375).
(b) Pro forma financial information. The Registrant will file an amendment
to this Current Report on Form 8-K containing pro forma financial
information not later than February 28, 1999.
(c) The Exhibits furnished with this Current Report on Form 8-K are listed
on the attached Exhibit Index.
Page 3 of 5 pages
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Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this Current Report on Form 8-K to be
signed on its behalf by the undersigned thereunto duly authorized.
STATE FINANCIAL SERVICES CORPORATION
By: /s/Michael A. Reindl
Michael A. Reindl,
Senior Vice President, Controller
and Chief Financial Officer
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EXHIBIT INDEX
Exhibit Number Exhibit Description
2.1 Agreement and Plan of Merger, dated as of
June 1, 1998, by and between State Financial
Services Corporation and Home Bancorp of
Elgin, Inc. (incorporated by reference to
Exhibit 2.1 to State Financial Services
Corporation's Registration Statement on Form
S-4 (Reg. No. 333-64375)).
