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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) July 1, 1998
ST. PAUL BANCORP, INC.
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(Exact name of registrant as specified in its charter)
Delaware 01-15580 36-3504665
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(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation)
6700 West North Avenue, Chicago, Illinois 60707
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (773) 622-5000
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Not Applicable
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
On July 1, 1998, St. Paul Bancorp, Inc. ("St. Paul") completed its
acquisition of Beverly Bancorporation, Inc., a Delaware corporation ("Beverly"),
and Beverly's subsidiaries, Beverly National Bank and Beverly Trust Company,
pursuant to an Agreement and Plan of Merger dated as of March 15, 1998 (the
"Merger Agreement"). As of March 31, 1998, Beverly had total consolidated
assets of approximately $708 million and total deposits of approximately $604
million.
In accordance with the provisions of the Merger Agreement, the merger
was effected on a stock-for-stock basis in a tax-free exchange. Each
outstanding share of Beverly common stock was converted into 1.0630 shares of
St. Paul common stock, or approximately 6,141,000 shares (excluding options to
purchase Beverly common stock that were not exercised prior to the effective
time of the merger and which were converted into options to purchase St. Paul
common stock), plus cash in lieu of fractional shares. The acquisition will be
accounted for under the pooling-of-interests method of accounting.
A copy of St. Paul's press release dated July 1, 1998 announcing the
completion of the merger is attached hereto as Exhibit 99.
Item 7. Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits
Exhibit No. Description
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99 Press Release of St. Paul Bancorp, Inc. dated
July 1, 1998.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ST. PAUL BANCORP, INC.
Date: July 2, 1998 By: /s/ Patrick J. Agnew
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Patrick J. Agnew
President
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INDEX TO EXHIBITS
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Exhibit
Number Exhibit Description Page
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99 Press Release of St. Paul Bancorp, Inc. dated
July 1, 1998.
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EXHIBIT 99
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ST. PAUL BANCORP COMPLETES BEVERLY ACQUISITION
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CHICAGO, July 1, 1998 St. Paul Bancorp (Nasdaq: SPBC) announced today that
it has completed the merger with Beverly Bancorporation, Inc., the holding
company for Beverly National Bank and Beverly Trust Company. Beverly operates
12 branches which serve Chicago and the south and southwest suburbs.
Together, St. Paul and Beverly operate 65 branches and more than 550 ATMs
throughout the Chicago area. The combined institution has assets of
approximately $5.2 billion. Synergies from the combination are expected to
produce annual cost savings of $4.8 million and revenue enhancements of about $1
million. Charges in conjunction with the merger will total $11.5 million, pre-
tax.
St. Paul Bancorp is the parent of St. Paul Federal Bank for Savings, the
largest independent savings institution in Illinois. The Company also provides
discount brokerage, insurance, annuity, real estate development and mortgage
brokerage services through other subsidiaries. St. Paul stock is listed on the
Nasdaq Stock Market under the symbol SPBC.
To receive this news release and other information on St. Paul Bancorp via
fax or mail, call the Company's News Hotline at (773) 889-SPBC (7722).
Additional information is available on the internet at www.stpaulbank.com.
Stockholders may dial (800) 730-4001 toll-free to inquire about stockholder
records, stock transfers, ownership changes, address changes, dividend payments
or the dividend reinvestment plan. Written inquiries can be directed to
BankBoston, P.O. Box 8040, Boston, MA 02266-8040.
Forward-looking Information
Statements contained in this news release that are not historical facts may
constitute forward-looking statements (within the meaning of the Private
Securities Litigation Reform Act of 1995), which involve significant risks and
uncertainties. Actual results may differ materially from the results discussed
in these forward-looking statements. Factors that might cause such a difference
include, but are not limited to: (1) expected cost savings from the merger
cannot be fully realized within the expected time frame; (2) expected revenue
enhancements from the merger cannot be fully realized within the expected time
frame; (3) competitive pressures among depository institutions increase
significantly; (4) costs or difficulties related to the integration of the
business of St. Paul or Beverly are greater than expected; (5) changes in the
interest rate environment reduce interest margins; (6) general economic
conditions are less favorable than expected; and (7) legislation or regulatory
changes adversely affect the business in which the combined company would be
engaged.
