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SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
File by the Registrant / /
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Check the appropriate box:
/ / Preliminary Proxy Statement / / Confidential, For Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/X/ Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
ST. PAUL BANCORP, INC.
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(Name of Registrant as Specified in Its Charter)
KEEFE MANAGERS, INC.
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
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KEEFE MANAGERS, INC.
For Release: November 30, 1998
Contact: Mr. Harry V. Keefe, Jr.
Keefe Managers, Inc.
Tel 212-754-2000
Fax 212-754-5806
INVESTMENT MANAGER SUBMITS SHAREHOLDER
RESOLUTION TO ST. PAUL BANCORP
- -- DISTINGUISHED BANKING ANALYST PROPOSES THAT DIRECTORS SEEK SALE OR MERGER OF
ST. PAUL BANCORP, INC.: CITIES POOR MANAGEMENT AND INCREASED COMPETITION --
New York, NY - November 30, 1998 - Harry V. Keefe, Jr., well-respected banking
analyst whose Keefe Managers' funds have achieved superior returns*, has
submitted a shareholder resolution proposing that St. Paul Bancorp (NASDAQ:
SPBC) seek a sale or a merger. This is Harry Keefe's first such resolution in
over 40 years as a banking analyst and investment manager.
Mr. Harry V. Keefe, Jr., Chairman and Chief Executive Officer of Keefe
Managers, Inc., said, "St. Paul's Management has rarely earned a competitive
return in the decade since the company became public. The Company achieved only
a 1.5% compound core annual earnings growth between 1993 and 1997 (the banking
industry's most lucrative years since the 1950's), excluding inflated earnings
from releasing loss reserves. Management has not articulated a reasonable plan
to increase shareholder value. Instead, Management has proposed temporarily
eliminating incentive-based compensation and engaging in risky new endeavors
such as entering the commercial banking business and purchasing mortgages
wholesale. We believe management has also ignored multiple approaches from
several interested acquirers."
Mr. Keefe added, "Few thrifts have been successful in becoming commercial banks.
Further, new entrants to the Chicago market: Bank One, U.S. Bancorp, the new
Firstar, the new BankAmerica and TCF Financial will dramatically increase
competitive pressure on St. Paul Bancorp. Given increasing competition and the
Company's subpar performance, a sale or merger of St. Paul Bancorp and receipt
of a takeover premium is best for the shareholders."
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Keefe Managers, led by Chairman Harry Keefe, Jr., is an investment
adviser/manager that focuses on financial stocks, and owns one million shares
of St. Paul Bancorp in its various funds. Harry Keefe, Jr. was the founder of
Keefe, Bruyette and Woods, an investment banking firm that services the banking
industry. He left Keefe, Bruyette and Woods in 1989 and founded Keefe Managers
in 1991.
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*Ranked #1 for one and three year returns in a February 10, 1998 WALL STREET
JOURNAL survey
