<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1993
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
Commission file number : 00015580
St. Paul Federal Bank For Savings
Profit Sharing and Savings Plan
6700 West North Avenue
Chicago, Illinois 60635
(Full title and address of the plan)
St. Paul Bancorp, Inc.
6700 West North Avenue
Chicago, Illinois 60635
(Name and address of issuer of the
securities held pursuant to the plan)
<PAGE> 2
Information Included
Report of Independent Auditors 1
Financial Statements
Statements of Assets Available
for Plan Benefits 2
Statements of Changes in Assets
Available for Plan Benefits 3
Notes to Financial Statements 4
Supplemental Schedules
Schedule of Assets Held for Investment Purposes 9
Schedule of Reportable Transactions 10
Exhibits:
Exhibit 24 - Consent of Independent Auditors
<PAGE> 3
Financial Statements
and Supplemental Schedules
St. Paul Federal Bank For Savings
Profit Sharing and Savings Plan
Years ended December 31, 1993, 1992,
and 1991 with Report of Independent Auditors
<PAGE> 4
St. Paul Federal Bank For Savings
Profit Sharing and Savings Plan
Financial Statements and
Supplemental Schedules
Years ended December 31, 1993, 1992, and 1991
CONTENTS
Report of Independent Auditors.............................................. 1
Financial Statements
Statements of Assets Available for Plan Benefits............................ 2
Statements of Changes in Assets Available for Plan Benefits................. 3
Notes to Financial Statements............................................... 4
Supplemental Schedules
Schedule of Assets Held for Investment Purposes............................. 9
Schedule of Reportable Transactions......................................... 10
<PAGE> 5
[ERNST & YOUNG LETTERHEAD]
Report of Independent Auditors
The Trustees
St. Paul Federal Bank For Savings
Profit Sharing and Savings Plan
We have audited the accompanying statements of assets available for plan
benefits of St.Paul Federal Bank For Savings Profit Sharing and Savings Plan
as of December 31, 1993 and 1992, and the related statements of changes in
assets available for plan benefits for each of the three years in the period
ended December 31, 1993. These financial statements are the responsibility of
the Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the assets available for plan benefits of the Plan at
December 31, 1993 and 1992, and the changes in its assets available for plan
benefits for each of the three years in the period ended December 31, 1993, in
conformity with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedules of assets
held for investment purposes as of December 31, 1993, and reportable
transactions for the year then ended are presented for purposes of complying
with the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974 and are
not a required part of the financial statements. The supplemental schedules
have been subjected to the auditing procedures applied in our audit of the 1993
financial statements and, in our opinion, are fairly stated in all material
respects in relation to the 1993 financial statements taken as a whole.
/s/ ERNST & YOUNG
Chicago, Illinois
April 22, 1994
1
<PAGE> 6
St. Paul Federal Bank For Savings
Profit Sharing and Savings Plan
Statements of Assets Available for Plan Benefits
<TABLE>
<CAPTION>
DECEMBER 31
1993 1992
-------------------------------
<S> <C> <C>
ASSETS
Investments, at current value (Notes 1 and 3):
Money market accounts $ 72,518 $ 1,104
Mutual funds 9,382,112 7,535,267
Common stock 10,640,559 8,298,814
---------------------------
Total investments 20,095,189 15,835,185
Accrued interest and dividends receivable 44,195 59,887
---------------------------
Assets available for plan benefits $20,139,384 $15,895,072
===========================
</TABLE>
See accompanying notes.
2
<PAGE> 7
St. Paul Federal Bank For Savings
Profit Sharing and Savings Plan
Statements of Changes in Assets Available for Plan Benefits
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
1993 1992 1991
---------------------------------------------
<S> <C> <C> <C>
Additions (deductions):
Income from investments:
Money market accounts $ 1,659 $ 127,158 $ 88,211
Common stocks 147,622 179,627 221,464
Mutual funds 287,371 135,825 --
U.S. government and agency obligations -- -- 131,150
Municipal bonds -- -- 2,289
Bank and corporate notes -- -- 44,567
---------------------------------------------
436,652 442,610 487,681
Contributions:
St. Paul Federal Bank For Savings 21,208 56,152 53,459
Employees 1,769,850 1,144,883 999,997
---------------------------------------------
1,791,058 1,201,035 1,053,456
Realized and unrealized appreciation in fair value
of investments 2,348,241 4,437,051 2,675,265
Distributions (331,639) (1,063,488) (965,522)
---------------------------------------------
Net increase 4,244,312 5,017,208 3,250,880
Assets available for plan benefits at beginning of
year 15,895,072 10,877,864 7,626,984
---------------------------------------------
Assets available for plan benefits at end of year
$20,139,384 $15,895,072 $10,877,864
=============================================
</TABLE>
See accompanying notes.
3
<PAGE> 8
St. Paul Federal Bank For Savings
Profit Sharing and Savings Plan
Notes to Financial Statements
December 31, 1993
1. ACCOUNTING POLICIES
Investments are stated at current value. Investments traded on security
exchanges are valued at the last reported sales price on the last business day
of the calendar year. Other investments are valued based on quotations from
independent brokers.
The change in the difference between current value at the end of the year and
current value at the beginning of the year or cost, if the investment was
acquired during the year, is reflected as net unrealized appreciation or
depreciation in current value of investments.
Purchases and sales of securities are recorded on a trade-date basis. Interest
income is recorded on the accrual basis. Dividends are recorded on the
ex-dividend date.
Certain amounts in the 1992 and 1991 financial statements have been
reclassified to conform with the 1993 presentation.
2. DESCRIPTION OF PLAN
St. Paul Federal Bank For Savings Profit Sharing and Savings Plan (the Plan) is
a defined-contribution profit-sharing plan for eligible employees of St. Paul
Federal Bank For Savings (the Bank) and its subsidiaries. The Plan is subject
to certain provisions of the Employee Retirement Income Security Act of 1974
(ERISA) and is intended to qualify as a profit-sharing and savings plan, as
described in section 401 of the Internal Revenue Code, as amended by the Tax
Reform Act of 1986.
Any employee who has completed one year of service, as defined in the Plan, is
eligible to participate. An employee must file a written notice of election
with the trustees together with an authorization for the participants'
deductions. A participant must deposit at least 2% of annual compensation and
may deposit up to 15% of his or her compensation. Employees are permitted from
time to time to change their level of contributions within this range. The
Board of Directors of St. Paul Bancorp, Inc. (the Company), the holding
company of the Bank, may authorize the Bank to subsidize the purchase of
Company stock by the Plan. Such authorizations are restricted in that they
must comply with applicable laws and regulations.
4
<PAGE> 9
St. Paul Federal Bank For Savings
Profit Sharing and Savings Plan
Notes to Financial Statements (continued)
2. DESCRIPTION OF PLAN (CONTINUED)
Prior to July 17, 1992, the Plan was divided into two "Investment Funds," one
of which was intended to be invested exclusively in shares of common stock of
the Company and the other of which was intended to be invested in any
investments selected by Plan trustees. On July 17, 1992, the latter Fund was
dissolved, and four new Investment Funds were formed: the Money Market Fund,
the U.S. Government Bond Fund, the Equity Fund, and the Small Capitalization
Equity Fund. Participants are periodically permitted to direct the trustees as
to respective percentages of participant account balances and contributions to
be invested in each Investment Fund.
As provided for in the Plan documents, contributions have been deposited in a
trust fund administered by the Boulevard Bank (now known as First Trust
Illinois), as trustee.
The balance of a participant's account that represents contributions made by
the participant is fully vested and can be withdrawn under certain conditions
after three years of participation.
Distributions from the Plan may be received upon termination of service in the
form of a lump-sum distribution. The Plan also allows for withdrawals under
certain hardship circumstances in accordance with the Internal Revenue Code.
The foregoing description of the Plan provides only general information.
Further details of the Plan are contained in the Summary Plan Description.
3. INVESTMENTS
The net appreciation in fair value (including realized gains and losses on
investments that were both bought and sold during the year) are as follows for
the years ended December 31:
<TABLE>
<CAPTION>
1993 1992 1991
--------------------------------------------
<S> <C> <C> <C>
Common stocks $1,883,388 $4,179,553 $2,586,678
Mutual funds 464,853 217,414 --
U.S. Government and Agency obligations -- 16,003 70,491
Municipal bonds -- 7,525 5,523
Bank and corporate notes -- 16,556 12,573
--------------------------------------------
$2,348,241 $4,437,051 $2,675,265
============================================
</TABLE>
5
<PAGE> 10
St. Paul Federal Bank For Savings
Profit Sharing and Savings Plan
Notes to Financial Statements (continued)
3. INVESTMENTS (CONTINUED)
The current value of individual investments that represent 5% or more of the
Plan's assets is as follows:
<TABLE>
<CAPTION>
1993
------------
<S> <C>
St. Paul Bancorp, Inc. common stock $10,640,559
Vanguard Money Market Reserves Income Prime Portfolio Fund 2,936,707
Federated Income Trust 2,221,283
Montgomery Funds Small Capitalization Fund 2,157,978
Vanguard Index Trust 500 Portfolio 2,066,144
</TABLE>
4. TRANSACTIONS WITH PARTIES IN INTEREST
The following summarizes the account balances and results of transactions of
the Plan with the Bank and the Company.
<TABLE>
<CAPTION>
AS OF OR FOR THE YEAR
ENDED DECEMBER 31
1993 1992 1991
---------------------------------------------
<S> <C> <C> <C>
St. Paul Bancorp, Inc. common stock $10,640,559 $8,298,814 $6,382,353
Dividend income 147,622 169,256 201,504
Contributions to the Profit Sharing and Savings
Plan from the Bank 21,208 56,152 53,459
</TABLE>
Administrative expenses of the Plan are paid by the Bank.
5. INCOME TAX STATUS
The Internal Revenue Service has ruled that the Plan qualifies under
section 401(a) of the Internal Revenue Code (IRC) and is, therefore, not
subject to tax under present income tax laws. Once qualified, the Plan is
required to operate in conformity with the IRC to maintain its qualification.
The Plan administrator is not aware of any course of action or series of events
that have occurred that might adversely affect the Plan's qualified status.
6
<PAGE> 11
St. Paul Federal Bank For Savings
Profit Sharing and Savings Plan
Notes to Financial Statements (continued)
6. ALLOCATION OF ASSETS AVAILABLE FOR PLAN BENEFITS
The Plan's transactions are allocated between Investment Funds as follows:
<TABLE>
<CAPTION>
ST. PAUL U.S. SMALL
GENERAL BANCORP INC. MONEY MARKET GOVERNMENT EQUITY CAPITALIZATION
FUND STOCK FUND FUND BOND FUND FUND EQUITY FUND TOTAL
--------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at January 1, 1991 $3,655,853 $ 3,971,131 $ -- $ -- $ -- $ -- $ 7,626,984
Income from investments 282,784 204,897 -- -- -- -- 487,681
Contributions 518,863 534,593 -- -- -- -- 1,053,456
Realized and unrealized appreciation in
fair value of investments 190,037 2,485,228 -- -- -- -- 2,675,265
Distributions (432,001) (533,521) -- -- -- -- (965,522)
Fund transfers 275,020 (275,020) -- -- -- -- --
--------------------------------------------------------------------------------------------
Balance at December 31, 1991 4,490,556 6,387,308 -- -- -- -- 10,877,864
Income from investments 135,576 170,977 44,038 65,849 26,155 15 442,610
Contributions 314,892 561,518 98,754 71,333 84,333 70,205 1,201,035
Realized and unrealized appreciation
(depreciation) in fair value of
investments (48,003) 4,267,719 -- (40,265) 52,649 204,951 4,437,051
Distributions (187,618) (546,726) (212,296) (68,917) (23,232) (24,699) (1,063,488)
Fund transfers (4,705,403) (2,540,770) 3,036,081 2,000,153 1,259,578 950,361 --
--------------------------------------------------------------------------------------------
Balance at December 31, 1992 -- 8,300,026 2,966,577 2,028,153 1,399,483 1,200,833 15,895,072
Income from investments -- 148,941 85,626 151,483 50,521 81 436,652
Contributions -- 615,816 251,683 278,337 335,942 309,280 1,791,058
Realized and unrealized appreciation
(depreciation) in fair value of
investments -- 1,883,388 -- (33,544) 115,803 382,594 2,348,241
Distributions -- (130,718) (61,255) (30,900 (50,169) (58,597) (331,639)
Fund transfers -- (150,016) (289,780) (146,104) 251,744 334,156 --
--------------------------------------------------------------------------------------------
Balance at December 31, 1993 $ -- $10,667,437 $2,952,851 $2,247,425 $2,103,324 $2,168,347 $20,139,384
============================================================================================
</TABLE>
7
<PAGE> 12
St. Paul Federal Bank For Savings
Profit Sharing and Savings Plan
Notes to Financial Statements (continued)
7. PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the right
under the Plan to discontinue its contributions at any time and to terminate
the Plan subject to the provisions of ERISA. In the event of Plan termination,
participants will become 100 percent vested in their accounts.
8. DIFFERENCES BETWEEN FINANCIAL STATEMENTS AND FORM 5500
The following is a reconciliation of assets available for benefits per the
financial statements to the Form 5500:
<TABLE>
<CAPTION>
DECEMBER 31
1993 1992
----------------------------
<S> <C> <C>
Assets available for benefits per the financial statements $20,139,384 $15,895,072
Amounts allocated to withdrawn participants (113,387) (14,073)
----------------------------
Net assets available for benefits per the Form 5500 $20,025,997 $15,880,999
============================
</TABLE>
The following is a reconciliation of benefits paid per the financial statements
to the Form 5500:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
1993 1992 1991
------------------------------------------
<S> <C> <C> <C>
Distributions per the financial statements $331,639 $1,063,488 $ 965,522
Add: Amounts allocated to withdrawn participants 113,387 14,073 171,236
Less: Amounts allocated to withdrawn participants
in prior year (14,073) (171,236) --
------------------------------------------
Distributions per the Form 5500 $430,953 $ 906,325 $1,136,758
==========================================
</TABLE>
Amounts allocated to withdrawn participants are recorded on the Form 5500 for
benefit claims that have been processed and approved for payment prior to
year-end but not paid.
8
<PAGE> 13
SUPPLEMENTAL SCHEDULES
<PAGE> 14
St. Paul Federal Bank For Savings
Profit Sharing and Savings Plan
Schedule of Assets Held for Investment Purposes
December 31, 1993
<TABLE>
<CAPTION>
DESCRIPTION OF
INVESTMENT,
INCLUDING
MATURITY DATE,
RATE OF INTEREST,
IDENTITY OF ISSUE, BORROWER, PAR, OR MATURITY CURRENT
LESSOR, OR SIMILAR PARTY VALUE COST VALUE
- - - -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Money market accounts:
Boulevard Trust Time Open Deposit 72,518 units,
variable rate $ 72,518 $ 72,518
----------------------------------
Total money market account 72,518 72,518
Mutual funds:
Vanguard Money Market
Reserves Income
Prime Portfolio
2,936,707 shares 2,936,707 2,936,707
Federated Income Trust 212,157 shares 2,289,812 2,221,283
Vanguard Index Trust 500
Portfolio
47,140 shares 1,900,960 2,066,144
Montgomery Funds Small
Capitalization Fund
122,127 shares 1,752,232 2,157,978
----------------------------------
Total mutual funds 8,879,711 9,382,112
Common stock:
St. Paul Bancorp, Inc. 567,497 shares 4,712,046 10,640,559
----------------------------------
Total common stock 4,712,046 10,640,559
----------------------------------
Total investments $13,664,275 $20,095,189
==================================
</TABLE>
9
<PAGE> 15
St. Paul Federal Bank For Savings
Profit Sharing and Savings Plan
Schedule of Reportable Transactions
Year ended December 31, 1993
<TABLE>
<CAPTION>
CURRENT
MATURITY VALUE OF
PROCEEDS/ ASSET ON
DESCRIPTION OF ASSET, INCLUDING INTEREST PURCHASE SELLING COST OF TRANSACTION GAIN
IDENTITY OF PARTY INVOLVED RATE AND MATURITY PRICE PRICE ASSET DATE (LOSS)
- - - ------------------------------------------------------------------------------------------------------------------------------------
Category(iii) - A series of transactions with respect to securities of the same issue which amount in the aggregate to more than 5%
- - - ------------------------------------------------------------------------------------------------------------------------------------
of the total Plan assets
- - - ------------------------
<S> <C> <C> <C> <C> <C> <C>
Boulevard Trust Time Open Deposit Money market account,
variable rate:
205 purchases $2,355,772 $ -- $2,355,772 $2,355,772 $ --
147 sales -- 2,284,358 2,284,358 2,284,358 --
</TABLE>
There were no category (i), (ii) or (iv) transactions reportable during the
year.
10
<PAGE> 16
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the Plan) have duly caused this
annual report to be signed by the undersigned thereunto duly authorized.
ST. PAUL FEDERAL BANK FOR SAVINGS
PROFIT SHARING AND SAVINGS PLAN
Date: June 28, 1994 By: /s/ Joseph C. Scully
------------- ---------------------
Joseph C. Scully
Chairman of the Board of
Directors of St. Paul Federal
Bank For Savings and Member of
the Administrative Committee
<PAGE> 17
EXHIBIT INDEX
Exhibit
Number Description Page
- - - ------ ----------- ----
[S] [C]
24 Consent of Independent Auditors
<PAGE> 1
EXHIBIT 24
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 33-11890) pertaining to the Profit Sharing and Savings Plan of
St. Paul Federal Bank For Savings, a wholly owned subsidiary of St. Paul
Bancorp, Inc., of our report dated April 22, 1994, with respect to the financial
statements and schedules of the St. Paul Federal Bank For Savings Profit
Sharing and Savings Plan included in this Annual Report (Form 11-K) for the
year ended December 31, 1993.
ERNST & YOUNG
Chicago, Illinois
June 24, 1994
