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FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 17, 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 (IRS Employer
jurisdiction of File Number) Identification No.
incorporation)
6700 West North Avenue
Chicago, Illinois 60707
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(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (773) 622-5000
Not Applicable
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(Former name or former address, if changed since last report)
Page 1 of 4 Pages
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Item 5. Other Events
On July 1, 1998, St. Paul Bancorp, Inc. (the "Company")
acquired Beverly Bancorporation, Inc. ("Beverly"), the bank holding company of
Beverly Bank and Beverly Trust Company. The attached exhibit shows financial
results for the combined entity for the first full month of operation after the
merger. Management believes that the results of operations for the month of July
are not necessarily indicative of the results expected for the third quarter of
1998 or for an entire fiscal year. Certain costs savings and revenue
enhancements expected to be achieved in the merger were not fully realized in
July as the Company continues to integrate Beverly operations and maintains a
staff of transition employees to assist in the combining of operations.
For the month of July, the Company reported a net loss of $4.1
million, or a loss of $0.10 per share outstanding, including an $11.5 million
pre-tax transaction charge related to the merger. This one-time transaction
charge included a $2.5 million additional provision for loan loss to conform
Beverly's allowance for loan losses to the Company's methodology and $9.0
million of additional general and administrative expenses for severance,
contract termination penalties, and other transaction costs. Without the
one-time $11.5 million transaction charge and the related tax effect, the
Company would have reported net income for the month of July of $4.5 million, or
$0.11 per share.
At July 31, 1998, the combined entity had total assets of $5.3
billion, including loans of $3.9 billion, mortgage-backed securities of $749
million, and investments of $456 million. Funding for the Company's assets
included $3.9 billion of deposits, $868 million of borrowings, and stockholders'
equity of $503 million.
See the attached exhibit for further details.
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SIGNATURES
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.
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(Registrant)
/s/ Patrick J. Agnew
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Patrick J. Agnew
President
Attest:
/s/ Clifford M. Sladnick
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Clifford M. Sladnick
Senior Vice President, General Counsel
and Corporate Secretary
Date: August 17, 1998
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EXHIBIT 1
ST. PAUL BANCORP, INC.
CONSOLIDATED STATEMENT OF INCOME
(Dollars in thousands, except share amounts)
<TABLE>
<CAPTION>
For the Month
Ending
July 31, 1998
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<S> <C>
Interest income $ 30,029
Interest expense 17,004
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Net interest income 13,025
Provision for loan losses 2,500
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Net interest income after provision for loan losses 10,525
Other operating income:
Income from real estate operations 191
Net gain on assets sold 245
Other income 4,429
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Total other operating income 4,865
Pooling transaction charge 9,025
Other operating expenses 11,217
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Total operating expenses 20,242
Loss from foreclosed real estate operations (10)
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Net loss before taxes (4,862)
Income tax benefit (805)
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Net loss $ (4,057)
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Loss Per Share $ (0.10)
Period-end shares outstanding 40,595,767
</TABLE>
CONSOLIDATED STATEMENT OF FINANCIAL CONDITION
(Dollars in thousands, except per share amount)
<TABLE>
<CAPTION>
As of
July 31, 1998
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<S> <C>
Assets:
Cash and cash equivalents $ 307,356
Marketable debt and equity securities 240,356
Mortgage-backed securities 749,414
Loans receivable (including held for sale) 3,890,038
Allowance for loan and REO losses (40,929)
Other assets 202,454
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Total assets $ 5,348,689
Liabilities and stockholders' equity:
Deposits $ 3,880,555
Borrowings 868,394
Other liabilities 96,758
Equity 502,982
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Total liabilities and stockholders' equity $ 5,348,689
Book value per share $ 12.39
</TABLE>
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