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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): May 27, 1999
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
incorporation) No.)
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
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Not Applicable
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(Former name or former address, if changed since last report)
Page 1 of 3 Pages
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Item 5. Other Events
St. Paul Bancorp, Inc. (the "Company") announced on May 27, 1999 that
its shareholders re-elected John W. Croghan, Kenneth J. James and Anthony
R. Pasquinelli to the Board of Directors at the Company's annual meeting
yesterday. Shareholders also rejected a proposal brought forth by Keefe
Managers, Inc. Sixty-five percent of the votes were cast against adoption
of the proposal.
In connection with the transactions contemplated by the Company's
merger agreement with Charter One Financial, St. Paul has also rescinded
its share repurchase program. Under the program, which was initiated on
January 28, 1999, St. Paul was authorized to repurchase up to two million
shares of its outstanding common stock. Prior to the announcement of the
merger agreement, the Company had repurchased 1,032,000 shares.
A copy of the press release dated May 27, 1999 is attached as Exhibit 1.
2
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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: May 27, 1999
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EXHIBIT 99.1
[LOGO]
[ST. PAUL BANCORP INC. LETTERHEAD]
NEWS
FOR IMMEDIATE RELEASE
May 27, 1999
Contact: Robert E. Williams
(773) 804-2284
ST. PAUL BANCORP SHAREHOLDERS ELECT DIRECTORS, REJECT
SHAREHOLDER PROPOSAL AT COMPANY'S ANNUAL MEETING
OAKBROOK TERRACE, Ill., May 27, 1999 - St. Paul Bancorp announced that
its shareholders re-elected John W. Croghan, Kenneth J. James and Anthony R.
Pasquinelli to the Board of Directors at the Company's annual meeting yesterday.
Shareholders also rejected a proposal brought forth by Keefe Managers, Inc.
requesting the Board of Directors to, among other things, maximize shareholder
value through a sale or merger of the Company. Sixty-five percent of the votes
were cast against adoption of the proposal.
In connection with the transactions contemplated by the Company's
merger agreement with Charter One Financial, St. Paul has also rescinded its
share repurchase program. Under the program, which was initiated on January 28,
1999, St. Paul was authorized to repurchase up to two million shares of its
outstanding common stock. Prior to the announcement of the merger agreement, the
Company had repurchased 1,032,000 shares.
St. Paul Bancorp is the parent of St. Paul Federal Bank For Savings,
Illinois' largest independent savings institution. St. Paul Federal operates
over 60 branches throughout metropolitan Chicago and a network of over 550
automated teller machines. The Company also provides discount brokerage,
insurance, annuity, trust services, real estate development, and residential
mortgage loan 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, USE YOUR TOUCH-TONE PHONE TO 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. OR WRITE TO THE INVESTOR
RELATIONS DEPARTMENT OF BOSTON EQUISERVE, MAIL STOP 45-02-09, P.O. BOX 644,
BOSTON MA 02102-0644.
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