<PAGE> 1
Registration No. 33-___________
As filed with the Securities and Exchange
Commission on June 27, 1995
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
________________________________
ST. PAUL BANCORP, INC.
(Exact name of issuer as specified in its charter)
DELAWARE 36-3504665
(State of Incorporation) (I.R.S. Employer Identification No.)
6700 WEST NORTH AVENUE
CHICAGO, ILLINOIS 60635
(Address of principal executive offices, including zip code)
ST. PAUL BANCORP, INC.
1995 INCENTIVE PLAN
(Full title of the plan)
________________________________
CLIFFORD M. SLADNICK, ESQ.
SENIOR VICE PRESIDENT,
GENERAL COUNSEL AND
CORPORATE SECRETARY
ST. PAUL BANCORP, INC.
6700 WEST NORTH AVENUE
CHICAGO, ILLINOIS 60635
(Name and address of agent for service)
(312) 622-5000
(Telephone number, including area code, of agent for service)
________________________________
COPIES TO:
LYNNE A. GOCHANOUR, ESQ.
VEDDER, PRICE, KAUFMAN & KAMMHOLZ
222 NORTH LASALLE STREET
SUITE 2400
CHICAGO, ILLINOIS 60601
(312) 609-7500
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Proposed maximum
Title of securities Amount to be Proposed maximum aggregate offering Amount of
to be registered registered(1) offering price per share(2) price(2) registration fee
------------------- ------------- --------------------------- ------------------ ----------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01 900,000 $22.56 $20,304,000 $7,001.38
per share
</TABLE>
- --------------------------------------------------------------------------------
(1) Represents the maximum number of shares issuable under the Plan.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h)(1) based upon the aggregate of the average of the high
and low sales prices for the Common Stock reported on the National Association
of Securities Dealers Automated Quotation National Market System as of June 23,
1995.
================================================================================
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(a)
PROSPECTUS
Note: The documents containing the information required by this section will
be given to employees participating in the St. Paul Bancorp, Inc. 1995
Incentive Plan (the "Plan") and are not required to be filed with the
Commission as a part of the Registration Statement or as an Exhibit.
2
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents of the Registrant filed or to be filed with
the Commission are incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1994 (File No. 0-15580).
(b) All reports filed by the Registrant pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 since December 31, 1994.
(c) The description of the Common Stock, par value $.01 per share,
of the Registrant contained in the Registrant's Registration Statement on Form
8-A (File No. 0-15580) filed with the Commission on April 8, 1987 and
Registration Statement on Form 8-A (File No. 0-15580) filed with the Commission
on October 30, 1992, and all amendments and reports filed by the Registrant for
the purpose of updating such description.
All documents subsequently filed by the Registrant 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 to the Registration Statement
relating to the Common Stock offered hereby which indicates that all such
Common Stock has been sold, or which deregisters all such Common Stock
remaining unsold, shall be deemed to be incorporated herein by reference 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.
(a) Section 145 of the Delaware General Corporation Law is set
forth as Exhibit 99.1 to this Registration Statement and is incorporated herein
by reference.
(b) Section 102(b)(7) of the Delaware General Corporation Law, as
amended, provides that the certificate of incorporation of a Delaware
corporation may include:
3
<PAGE> 4
"(7) A provision eliminating or limiting the personal
liability of a director to the corporation or its stockholders
for monetary damages for breach of fiduciary duty as a
director, provided that such provision shall not eliminate or
limit the liability of a director: (i) for any breach of the
director's duty of loyalty to the corporation or its
stockholders; (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of
law; (iii) under Section 174 of this Title; or (iv) for any
transaction from which the director derived an improper
personal benefit. No such provision shall eliminate or limit
the liability of a director for any act or omission occurring
prior to the date when such provision becomes effective. All
references in this paragraph to a director shall also be
deemed to refer (x) to a member of the governing body of a
corporation which is not authorized to issue capital stock,
and (y) to such other person or persons, if any, who, pursuant
to a provision of the certificate of incorporation in
accordance with subsection (a) of Section 141 of this title,
exercise or perform any of the powers or duties otherwise
conferred or imposed upon the board of directors by this
title."
(c) Article IX of the Registrant's Restated Certificate of
Incorporation provides:
"No director shall be personally liable to the Corporation or
its shareholders for monetary damages for any breach of
fiduciary duty by such director as a director, except for
liability (i) for any breach of the director's duty of loyalty
to the Corporation or its shareholders, (ii) for acts or
omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section
174 of the General Corporation Law of Delaware for approval of
an unlawful dividend or an unlawful stock purchase or
redemption, or (iv) for any transaction from which the
director derived an improper personal benefit. Any repeal or
modification of this paragraph by the shareholders of the
Corporation shall be prospective only, and shall not adversely
affect any limitation on the personal liability of a director
of the Corporation for acts or omissions occurring prior to
the effective date of such repeal or modification."
(d) Article IX of the Registrant's Bylaws provides:
"Section 1. Power to Indemnify in Actions, Suits or
Proceedings Other Than Those by or in the Right of the
Corporation. Subject to Section 3 of this Article IX, the
Corporation shall indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, and any appeal
therein, whether civil, criminal, administrative, arbitrative
or investigative (other than an action by or in the right of
the Corporation) by reason of the fact that he is or was a
director, officer, trustee, employee or agent of the
Corporation, or is or was serving at the request of the
Corporation as a director, officer, trustee, employee or agent
of another corporation, association, partnership, joint
venture, trust or other enterprise,
4
<PAGE> 5
against expenses (including attorneys' fees), judgments, fines,
penalties and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit
or proceeding, and any appeal therein, if he acted in good
faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Corporation, and, with
respect to any criminal action or proceeding, had no reasonable
cause to believe his conduct was unlawful. The termination of
any action, suit or proceeding, and any appeal therein, by
judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to
the best interests of the Corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe
that his conduct was unlawful.
Section 2. Power to Indemnify in Actions, Suits or
Proceedings by or in the Right of the Corporation. Subject to
Section 3 of this Article IX, the Corporation shall indemnify
any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action or suit
by or in the right of the Corporation to procure a judgment in
its favor by reason of the fact that he is or was a director,
officer, trustee, employee or agent of the Corporation, or is
or was serving at the request of the Corporation as a
director, officer, trustee, employee or agent of another
corporation, partnership, joint venture, trust or other
enterprise, against amounts paid in settlement and expenses
(including attorneys' fees) actually and reasonably incurred
by him in connection with the defense or settlement of such
action or suit, if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best
interests of the Corporation; provided, however, that no
indemnification shall be made against expenses in respect of
any claim, issue or matter as to which such person shall have
been adjudged to be liable to the Corporation or against
amounts paid in settlement unless and only to the extent that
there is a determination (as set forth in Section 3 of this
Article IX) that despite the adjudication of liability or the
settlement, but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for
such expenses or amounts paid in settlement.
Section 3. Authorization of Indemnification. Any
indemnification under this Article IX (unless ordered by a
Court) shall be made by the Corporation only as authorized in
the specific case upon a determination that indemnification of
the director, officer, trustee, employee or agent is proper in
the circumstances because such director, officer, trustee,
employee or agent has met the applicable standard of conduct
set forth in Section 1 or Section 2 of this Article IX and, if
applicable, is fairly and reasonably entitled to indemnity as
set forth in the proviso in Section 2 of this Article IX, as
the case may be. Such determination shall be made (i) by
board of directors by a majority vote of a quorum consisting
of directors who were not parties to such action, suit or
proceeding, (ii) if such
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a quorum is not obtainable, or, even if obtainable a quorum of
disinterested directors so directs, by independent legal
counsel in a written opinion, or (iii) by the shareholders.
To the extent, however, that a director, officer, trustee,
employee or agent of the Corporation has been successful on
the merits or otherwise in defense of any action, suit or
proceeding described above, or in defense of any claim, issue
or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred
by him in connection therewith, without the necessity of
authorization in the specific case. No director, officer,
trustee, employee or agent of the Corporation shall be
entitled to indemnification in connection with any action,
suit or proceeding voluntarily initiated by such person unless
the action, suit or proceeding was authorized by a majority of
the entire board of directors.
4. Good Faith Defined. For purposes of any
determination under Section 3 of this Article IX, a person
shall be deemed to have acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best
interests of the Corporation, or, with respect to any criminal
action or proceeding, to have had no reasonable cause to
believe his conduct was unlawful, if his action is based on the
records or books of account of the Corporation or another
enterprise, or an information supplied to him by the officers
of the Corporation or another enterprise in the course of their
duties, or on the advice of legal counsel for the Corporation
or another enterprise or on information or records given or
reports made to the Corporation or another enterprise by an
independent certified public accountant or by an appraiser or
other expert selected with reasonable care by the Corporation
or another enterprise. The term "another enterprise" as used
in this Section 4 shall mean any other corporation or any
association, partnership, joint venture, trust or other
enterprise of which such person is or was serving at the
request of the Corporation as a director, officer, trustee,
employee or agent. The provisions of this Section 4 shall not
be deemed to be exclusive or to limit in any way the
circumstances in which a person may be deemed to have met the
applicable standards of conduct set forth in Sections 1 or 2 of
this Article IX, as the case may be.
Section 5. Indemnification by a Court.
Notwithstanding any contrary determination in the specific
case under Section 3 of this Article IX, and notwithstanding
the absence of any determination thereunder, any director,
officer, trustee, employee or agent may apply to any court of
competent jurisdiction in the State of Delaware for
indemnification to the extent otherwise permissible under
Sections 1 and 2 of this Article IX. The basis of such
indemnification by a court shall be a determination by such
court that indemnification of the director, officer, trustee,
employee or agent is proper in the circumstances because he
has met the applicable standards of conduct set forth in
Sections 1 and 2 of this Article IX, as the case may be.
Notice of any application for indemnification pursuant to this
Section 5 shall be given to the
6
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Corporation promptly upon the filing of such application.
Notwithstanding any of the foregoing, unless otherwise required
by law, no director, officer, trustee, employee or agent of the
Corporation shall be entitled to indemnification in connection
with any action, suit or proceeding voluntarily initiated by
such person unless the action, suit or proceeding was
authorized by a majority of the entire board of directors.
Section 6. Expenses Payable in Advance. Expenses
incurred in connection with a threatened or pending action,
suit or proceeding may be paid by the Corporation in advance
of the final disposition of such action, suit or proceeding
upon receipt of an undertaking by or on behalf of the
director, officer, trustee, employee or agent to repay such
amount if it shall be determined that he is not entitled to be
indemnified by the Corporation as authorized in this Article
IX.
Section 7. Contract, Non-exclusivity and Survival of
Indemnification. The indemnification provided by this Article
IX shall be deemed to be a contract between the Corporation
and each director, officer, employee and agent who serves in
such capacity at any time while this Article IX is in effect,
and any repeal or modification thereof shall not affect any
rights or obligations then existing with respect to any state
of facts then or theretofore existing or any action, suit or
proceeding theretofore or thereafter brought based in whole or
in part upon any such state of facts. Further, the
indemnification and advancement of expenses provided by this
Article IX shall not be deemed exclusive of any other rights
to which those seeking indemnification and advancement of
expenses may be entitled under any certificate of
incorporation, bylaw, agreement, contract, vote of
shareholders or disinterested directors or pursuant to the
direction (howsoever embodied) of any court of competent
jurisdiction or otherwise, both as to action in his official
capacity and as to action in another capacity while holding
such office, it being the policy of the Corporation that,
subject to the limitation in Section 3 of this Article IX
concerning voluntary initiation of actions, suits or
proceedings, indemnification of the persons specified in
Sections 1 and 2 of this Article IX shall be made to the
fullest extent permitted by law. The provisions of this
Article IX shall not be deemed to preclude the indemnification
of any person who is not specified in Sections 1 or 2 of this
Article IX but whom the Corporation has the power or
obligation to indemnify under the provisions of the law of the
State of Delaware. The indemnification and advancement of
expense provided by, or granted pursuant to, this Article IX
shall, unless otherwise provided when authorized or ratified,
continue as to a person who has ceased to be a director,
officer, trustee, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such
person.
7
<PAGE> 8
Section 8. Insurance. The Corporation may purchase
and maintain insurance on behalf of any person who is or was a
director, officer, trustee, employee or agent of the
Corporation, or is or was serving at the request of the
Corporation as a director, officer, trustee, employee or agent
of another corporation, association, partnership, joint
venture, trust or other enterprise against any liability
asserted against him and incurred by him in any such capacity,
or arising out of his status as such, whether or not the
Corporation would have the power or the obligation to
indemnify him against such liability under the provisions of
this Article IX.
Section 9. Meaning of "Corporation" for Purposes of
Article IX. For purposes of this Article IX, references to
"the Corporation" shall include, in addition to the resulting
corporation, any constituent corporation (including any
constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors,
officers and employees or agents, so that any person who is or
was a director, officer, employee or agent of such constituent
corporation, or is or was serving at the request of such
constituent corporation as a director, officer, employee or
agent of another corporation, association, partnership, joint
venture, trust or other enterprise, shall stand in the same
position under the provisions of this Article IX with respect
to the resulting or surviving corporation as he would have
with respect to such constituent corporation if its separate
existence had continued."
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
8
<PAGE> 9
ITEM 8. EXHIBITS.
The following are filed as exhibits to this Registration Statement:
<TABLE>
<S> <C>
3.1 Certificate of Incorporation, as amended, of St. Paul Bancorp, Inc. (incorporated herein by reference to
Exhibit 3(a) to Pre-Effective Amendment No. 2 to the Registrant's Registration Statement on Form S-1
(Registration No. 33-11890) filed on March 26, 1987).
3.2 Bylaws of St. Paul Bancorp, Inc., as amended (incorporated herein by reference to Exhibit 3(ii) to Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31, 1989; Exhibit 3(iv) to Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31, 1992; and Exhibits 3(v), 3(vi) and 3(vii) to
Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1993 (File No. 0-15580)).
4.3 Specimen Form of Common Stock Certificate of the Registrant (incorporated herein by reference to Exhibit 4.3 to
Post-Effective Amendment No. 2 on Form S-8 to the Registrant's Registration Statement on Form S-1 (Registration
No. 33-11890) filed on October 29, 1987).
4.4 Rights Agreement dated as of October 26, 1992, between St. Paul Bancorp, Inc. and the First National Bank of
Boston, as Rights Agent (incorporated herein by reference to Exhibit 1 to the Registrant's Form 8-K
(File No. 0-15580) dated October 26, 1992).
*5.1 Opinion of Clifford M. Sladnick, Esq.
10.2 St. Paul Bancorp, Inc. 1995 Incentive Plan (incorporated herein by reference to Exhibit A to Registrant's
definitive Proxy Statement on Schedule 14A (File No. 0-15580) dated March 27, 1995).
*23.1 Consent of Clifford M. Sladnick, Esq. (included in his opinion filed as Exhibit 5.1).
*23.2 Consent of Ernst & Young LLP.
*24.1 Power of Attorney (included on signature page to Registration Statement).
*99.1 Section 145 of the Delaware General Corporation Law.
</TABLE>
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* Filed herewith.
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ITEM 9. UNDERTAKINGS.
(A) RULE 415 OFFERINGS.
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 to include any
material information with respect to the plan of distribution not previously
disclosed in this Registration Statement or any material change to such
information in this 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 that remain unsold at the
termination of the offering.
(B) FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY
REFERENCE.
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 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 of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(H) ACCELERATION OF EFFECTIVE DATE OR FILING OF REGISTRATION
STATEMENT ON FORM S-8.
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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of 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 Chicago, State of Illinois, on the 26th day of
June, 1995.
St. Paul Bancorp, Inc.
By: /s/ JOSEPH C. SCULLY
---------------------------------
Joseph C. Scully, Chairman and
Chief Executive Officer
Each person whose signature appears below constitutes and appoints
Joseph C. Scully, Patrick J. Agnew and Clifford M. Sladnick his or her true and
lawful attorneys-in-fact and agents, each acting alone, with full powers of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any or all amendments to this
Registration Statement, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in order to effectuate such registration
process, as fully to all intents and purposes as he or she might or could do in
person, thereby ratifying and confirming all that said attorneys-in-fact and
agents, and each of them, or his or her substitute or substitutes, may lawfully
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 below on the 26th day of June, 1995, by
the following persons in the capacities indicated.
PRINCIPAL EXECUTIVE OFFICER:
/s/ JOSEPH C. SCULLY Director, Chairman of the Board
- ------------------------------------ and Chief Executive Officer
Joseph C. Scully
PRINCIPAL FINANCIAL OFFICER:
/s/ ROBERT N. PARKE Senior Vice President and
- ------------------------------------ Treasurer
Robert N. Parke
PRINCIPAL ACCOUNTING OFFICER:
/s/ PAUL J. DEVITT First Vice President and
- ------------------------------------ Controller
Paul J. Devitt
11
<PAGE> 12
AND BY A MAJORITY OF THE BOARD OF DIRECTORS:
<TABLE>
<CAPTION>
NAME TITLE
---- -----
<S> <C>
/s/ PATRICK J. AGNEW Director, President and Chief Operating
-----------------------------------------------------
Patrick J. Agnew Officer
/s/ WILLIAM A. ANDERSON Director
-----------------------------------------------------
William A. Anderson
/s/ JOHN W. CROGHAN Director
-----------------------------------------------------
John W. Croghan
/s/ ALAN J. FREDIAN Director
-----------------------------------------------------
Alan J. Fredian
/s/ KENNETH J. JAMES Director
-----------------------------------------------------
Kenneth J. James
/s/ JEAN C. MURRAY, O.P. Director
-----------------------------------------------------
Jean C. Murray, O.P.
/s/ MICHAEL R. NOTARO Director
-----------------------------------------------------
Michael R. Notaro
/s/ JOHN J. VIERA Director
-----------------------------------------------------
John J. Viera
/s/ JAMES B. WOOD Director
-----------------------------------------------------
James B. Wood
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequential
Exhibit Page
Number Document Description Number
------ -------------------- ------------
<S> <C>
3.1 Certificate of Incorporation, as amended, of St. Paul Bancorp, Inc.
(incorporated herein by reference to Exhibit 3(a) to Pre-Effective Amendment
No. 2 to the Registrant's Registration Statement on Form S-1 (Registration
No. 33-11890) filed on March 26, 1987).
3.2 Bylaws of St. Paul Bancorp, Inc., as amended (incorporated herein by
reference to Exhibit 3(ii) to Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1989; Exhibit 3(iv) to Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31, 1992; and Exhibits
3(v), 3(vi) and 3(vii) to Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1993 (File No. 0-15580)).
4.3 Specimen Form of Common Stock Certificate of the Registrant (incorporated
herein by reference to Exhibit 4.3 to Post-Effective Amendment No. 2 on Form
S-8 to the Registrant's Registration Statement on Form S-1 (Registration No.
33-11890) filed on October 29, 1987).
4.4 Rights Agreement dated as of October 26, 1992, between St. Paul Bancorp, Inc.
and the First National Bank of Boston, as Rights Agent (incorporated herein
by reference to Exhibit 1 to the Registrant's Form 8-K (File No. 0-15580)
dated October 26, 1992).
*5.1 Opinion of Clifford M. Sladnick, Esq.
10.2 St. Paul Bancorp, Inc. 1995 Incentive Plan (incorporated herein by reference
to Exhibit A to Registrant's definitive Proxy Statement on Schedule 14A (File
No. 0-15580) dated March 27, 1995).
*23.1 Consent of Clifford M. Sladnick, Esq. (included in his opinion filed as
Exhibit 5.1).
*23.2 Consent of Ernst & Young LLP.
*24.1 Power of Attorney (included on signature page to Registration Statement).
*99.1 Section 145 of the Delaware General Corporation Law.
</TABLE>
- ---------------
* Filed herewith.
<PAGE> 1
Exhibit 5.1
June 26, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: St. Paul Bancorp, Inc.
1995 Incentive Plan
Registration Statement on Form S-8
Gentlemen and Ladies:
As Senior Vice President, General Counsel and Corporate Secretary to
St. Paul Bancorp, Inc., a Delaware corporation ("St. Paul Bancorp"), I am
familiar with its corporate affairs and particularly with the corporate
proceedings relating to the establishment of the St. Paul Bancorp, Inc. 1995
Incentive Plan (the "Plan").
Based upon the above, I am of the opinion that the shares of common
stock, par value $0.01 per share, of St. Paul Bancorp to be issued pursuant to
the terms of the Plan have been duly authorized and, upon payment therefor in
accordance with the terms of the Plan, will be validly issued, fully paid and
non-assessable.
I hereby consent to the use of this opinion as Exhibit 5.1 of the
Registration Statement of Form S-8, which is being filed by St. Paul Bancorp
with the Securities and Exchange Commission to register the common stock to be
offered pursuant to the Plan.
Very truly yours,
Clifford M. Sladnick
Senior Vice President
General Counsel and Corporate Secretary
CMS/blf
<PAGE> 1
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the St. Paul Bancorp, Inc. 1995 Incentive Plan of our
report dated January 20, 1995, with respect to the consolidated financial
statement of St. Paul Bancorp, Inc. included in its Annal Report (Form 10-K)
for the year ended December 31, 1994, filed with the Securities and Exchange
Commission.
ERNST & YOUNG LLP
June 23, 1995
Chicago, Illinois
<PAGE> 1
Exhibit 99.1
145 INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS;
INSURANCE--(a) A corporation may indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including
attorneys' fees), judgements, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding
if he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasnoable cause to believe his conduct
was unlawful. The termination of any action, suit or proceeding by judgement,
order, settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person did not
act in good faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with reapect to any
criminal action or proceeding, had reasonable cause to believe that his conduct
was unlawful.
(b) A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgement in its favor
by reason of the fact that he is or was a director, officer, employee or agent
of the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.
(c) To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections (a) and (b) of this
section, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.
(d) Any indemnification under subsections (a) and (b) of this section (unless
ordered by a court) shall be made by the corporation only as authorized in the
specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because he has met
the applicable standard of conduct set forth in subsections (a) and (b) of this
section. Such determination shall be made (1) by the board
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442-D--CORP. DELAWARE--GENERAL CORPORATION 9-4-90
of directors by a majority vote of a quorum consisting of directors who were
not parties to such action, suit or proceeding, or (2) if such a quorum is not
obtainable, or, even if obtainable a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (3) by the
stockholders.
(e) Expenses (including attorneys' fees) incurred by an officer or director in
defending any civil, criminal, administrative or investigative action,
suit or proceeding may be paid by the corporation in advance of the final
disposition of such action, suit or proceeding upon receipt of an undertaking
by or on behalf of such director or officer to repay such amount if it shall
ultimately be determined that he is not entitled to be indemnified by the
corporation as authorized in this section. Such expenses (including attorneys'
fees) incurred by other employees and agents may be so paid upon such terms and
conditions, if any, as the board of directors deems appropriate.
(f) The indemnification and advancement of expenses provided by, or granted
pursuant to, the other subsections of this section shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office.
(g) A corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such,
whether or not the corporation would have the power to indemnify him against
such liability under this section.
(h) For purposes of this section, references to "the corporation" shall
include, in addition to the resulting coroporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power and
authority to indemnify its directors, officers, and employees or agents, so
that any person who is or was a director, officer, employee or agent of such
constituent corporation, or is or was serving at the request of such
constituent corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, shall stand
in the same position under this section with respect to the resulting or
surviving corporation as he would have with respect to such constituent
corporation if its separate existence had continued.
(i) For purposes of this section, references to "other enterprises" shall
include employee benefit plans; references to "fines" shall include any excise
taxes assessed on a person with respect to any employee benefit plan; and
references to "serving at the request of the corporation" shall include any
service as a director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director, officer, employee,
or agent with respect to an employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the corporation" as referred to in this
section.
(j) The indemnification and advancement of expenses provided by, or granted
pursuant to, this section shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the heirs, executors and
administrators of such a person. (Last amended by Ch. 376, L. '90, eff.
7-1-90.)
