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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 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
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
[X] Definitive Additional Materials
[ ] 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)
St. Paul Bancorp Inc.
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(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):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
- --------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
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(3) Filing party:
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(4) Date filed:
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ST. PAUL FEDERAL BANK LOGO
JOSEPH C. SCULLY
Chairman of the Board
and
Chief Executive Officer
YOUR VOTE IS IMPORTANT
April 20, 1999
Dear Fellow Employee:
Enclosed please find your personal copy of St. Paul Bancorp's 1998 Annual
Report/10-K and Proxy Statement for our forthcoming Annual Meeting of
Shareholders. As a St. Paul ESOP and/or 401-(k) participant, you will also find
enclosed your voting instruction card by which you can instruct the Plan
Trustees as to how you wish to vote your shares of St. Paul common stock held
under one or both plans at the Annual Meeting.
The Annual Meeting has been called to elect three directors for a
three-year term and to consider a stockholder proposal. Your Board is
unanimously opposed to the stockholder proposal because, among other things, it
does not believe that placing a "for sale" sign on the Company is in the best
long-term interest of shareholders or employees and is not likely to maximize
shareholder value. YOUR BOARD RECOMMENDS THAT YOU VOTE "FOR" THE ELECTION OF ITS
NOMINEES AND "AGAINST" THE STOCKHOLDER PROPOSAL, WHICH APPEARS AS PROPOSAL NO. 2
ON YOUR CARD.
Your vote is important, and without your instructions shares held in your
plan account cannot be voted. Please note that you must mark each item on your
card for your vote to be counted. Your instructions are confidential.
ACCORDINGLY, YOU ARE ENCOURAGED TO EXERCISE YOUR VOTING RIGHTS BY MARKING,
SIGNING AND DATING YOUR INSTRUCTION CARD AND RETURNING IT IN THE POSTAGE-PAID
ENVELOPE PROVIDED.
As a reminder, you may receive additional proxy cards for shares held in
your own name, or shares held at your bank or broker. You should return each
card you receive to make certain that all of your shares are voted.
Your Board of Directors and management sincerely appreciate your
cooperation and support. Thanks for your prompt attention to this matter.
Sincerely,
JOSEPH C. SCULLY
Joseph C. Scully
Chairman of the Board and
Chief Executive Officer
