<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
AMENDMENT NO. 1 TO
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: June 13, 1997
(Date of earliest event reported)
SHORELINE FINANCIAL CORPORATION
(Exact name of registrant as
specified in its charter)
MICHIGAN 0-12216 38-2758932
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification no.)
incorporation)
823 RIVERVIEW DRIVE
BENTON HARBOR, MICHIGAN 49022
(Address of principal executive offices) (Zip Code)
Registrant's telephone number,
including area code: (616) 927-2251
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This amendment is filed pursuant to the provisions of paragraphs
(a)(4) and (b)(2) of Item 7 of Form 8-K.
Shoreline Financial Corporation ("Shoreline") hereby amends Item
7, Financial Statements, FINANCIAL STATEMENTS OF BUSINESS ACQUIRED, PRO
FORMA Financial Information, and Exhibits, of its Current Report on Form 8-K
filed June 27, 1997 (the "Form 8-K"), as set forth in the following
pages.
Pursuant to paragraphs (a)(4) and (b)(2) of Item 7 of Form 8-K,
Item 7 of the Form 8-K is hereby amended to file certain of the financial
statements and PRO FORMA financial information required to be filed in
connection with the Merger reported in Item 2 of the Form 8-K.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED. The following
financial statements of SJS Bancorp, Inc. are filed as part of this
report:
(i) The Audited Consolidated Financial Statements of SJS
Bancorp, Inc. included under the caption "Appendix D" on pages D-1
through D-40, inclusive, of the Definitive Proxy Statement of
SJS Bancorp, Inc. filed with the Commission on March 31, 1997,
are here incorporated by reference, which include:
(A) Report of Independent Auditors of Crowe, Chizek
and Company LLP;
(B) Consolidated Statements of Financial Condition at
June 30, 1996 and 1995;
(C) Consolidated Statements of Income for years ended
June 30, 1996, 1995, and 1994;
(D) Consolidated Statements of Shareholders' Equity
for years ended June 30, 1996, 1995, and 1994;
(E) Consolidated Statements of Cash Flows for years
ended June 30, 1996, 1995, and 1994; and
(F) Notes to Consolidated Financial Statements.
(ii) The interim financial statements of SJS Bancorp, Inc.
included under the caption "Part I - Financial Information" on
pages 1 through 9, inclusive, of the SJS Bancorp, Inc. Form 10-QSB
filed with the Commission on May 13, 1997, are here
incorporated by reference, which include:
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(A) Consolidated Statements of Financial Condition
(Unaudited) at March 31, 1997, and June 30, 1996;
(B) Consolidated Statements of Operations (Unaudited)
for the three months ended March 31, 1997 and 1996, and the
nine months ended March 31, 1997 and 1996;
(C) Consolidated Statements of Shareholders' Equity
(Unaudited) at March 31, 1997;
(D) Consolidated Statements of Cash Flows (Unaudited)
for the nine months ended March 31, 1997 and 1996; and
(E) Notes to Consolidated Financial Statements.
(b) PRO FORMA FINANCIAL INFORMATION. The following PRO FORMA
financial statements of Shoreline are filed as part of this report:
(i) The PRO FORMA condensed combined financial statements
of Shoreline as follows:
(A) Consolidated Condensed Balance Sheets of Shoreline
Financial Corporation at June 30, 1997, filed as part of
Shoreline's quarterly report on Form 10-Q for the quarter
ended June 30, 1997, already reflects the effect of the
transaction. Therefore, no PRO FORMA balance sheet is
required;
(B) PRO FORMA Condensed Statements of Income for the
year ended December 31, 1996, the quarter ended June 30,
1997; and
(C) Notes to PRO FORMA Condensed Combined Financial
Statements.
(c) EXHIBIT. The following exhibits are furnished with or
incorporated by reference into this Current Report:
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EXHIBIT NO. DOCUMENT
2.1 Agreement and Plan of Merger, dated as of
November 6, 1996, between Shoreline Financial
Corporation, SJS Acquisition Corporation, and
SJS Bancorp, Inc. Previously filed as
Exhibit 2.1 to the Form 8-K. Here
incorporated by reference.
23 Consent of Independent Public Accountants.
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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 thereunto duly authorized.
Dated: August 26, 1997 SHORELINE FINANCIAL CORPORATION
(Registrant)
By: /S/DAN L. SMITH
Dan L. Smith
Chairman of the Board, President
and Chief Financial Officer
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SHORELINE FINANCIAL CORPORATION
PRO FORMA CONDENSED STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 1996
(UNAUDITED)
<TABLE>
<CAPTION>
PRO FORMA PRO FORMA
SHORELINE SJS ADJUSTMENTS COMBINED
--------- --- ----------- ---------
<S> <C> <C> <C> <C> <C>
Interest income $ 54,269,512 $ 11,001,610 $ (928,078) (b)(c) $ 64,343,044
Interest expense 25,185,782 6,879,683 (292,200) (c) 31,773,265
-------------- ------------ -------------
Net interest income 29,083,730 4,121,927 32,569,779
Provision for Loan Losses 600,000 158,500 758,500
Net interest income after
provision for loan losses 28,483,730 3,963,427 31,811,279
-------------- ------------ -------------
Other income 4,156,302 612,229 4,768,531
Securities gains/(losses) 190,717 (30,444) 160,273
Other expense 19,433,097 4,154,807 716,951 (c) 24,304,855
-------------- ------------ -------------
Income before federal
income tax expense 13,397,652 390,405 12,435,228
Federal income tax expense 3,792,223 153,651 (460,000) (d) 3,485,874
-------------- ------------ ------------ -------------
0
Net income $ 9,605,429 $ 236,754 $ (892,829) $ 8,949,354
============== ============ ============ =============
*Earnings per share $ 1.74 $ 1.62
============== =============
</TABLE>
*Earnings per share is calculated using weighted
average shares outstanding of 5,524,504 for 1996.
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SHORELINE FINANCIAL CORPORATION
PRO FORMA CONDENSED STATEMENT OF INCOME
FOR THE SIX MONTH PERIOD ENDED JUNE 30, 1997
(UNAUDITED)
<TABLE>
<CAPTION>
PRO FORMA PRO FORMA
SHORELINE SJS ADJUSTMENTS COMBINED
--------- --- ----------- ---------
<S> <C> <C> <C> <C> <C>
Interest income $28,666,680 $ 5,224,970 $ (465,907) (b)(c) $ 33,425,743
Interest expense 13,658,309 3,213,051 (232,380) (c) 16,638,980
----------- ------------ -------------
Net interest income 15,008,371 2,011,919 16,786,763
Provision for loan losses 240,000 109,000 349,000
Net interest income after
provision for loan losses 14,768,371 1,902,919 16,437,763
----------- ------------ -------------
Other income 2,505,947 212,467 2,718,414
Securities gains/(losses) 112,903 (127,019) (14,116)
Other expense 10,094,498 2,742,422 365,711 (c) 13,202,631
----------- ------------ -------------
Income (loss) before federal
income tax expense (benefit) 7,292,723 (754,055) 5,939,430
Federal income tax expense
(benefit) 2,101,000 (234,478) (204,000) (d) 1,662,522
----------- ------------ ------------ -------------
Net income (loss) $ 5,191,723 $ (519,577) $ (395,238) $ 4,276,908
=========== ============ ============ =============
*Earnings per share $ 0.88 $ 0.73
=========== =============
</TABLE>
*Earnings per share is calculated using weighted average
shares outstanding of 5,894,625 for the period ended June 30, 1997.
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SHORELINE FINANCIAL CORPORATION
NOTES TO PRO FORMA CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
On June 13, 1997, Shoreline completed the acquisition of all the
outstanding stock of SJS Bancorp, Inc. ("SJS"), headquartered in St. Joseph,
Michigan for approximately $24.8 million in cash.
The acquisition is accounted for as a purchase. The pro forma
financial statements reflect the purchase accounting adjustments made to
record the transaction and the adjustments to the pro forma income statements
as if the merger was effective January 1, 1996 and January 1, 1997.
The balance sheet amounts for SJS are already included in the June
30, 1997 balance sheet for Shoreline and therefore a pro forma condensed
balance sheet is not presented.
The adjustments in the pro forma condensed income statements assume
the following:
(a) Estimated purchase accounting adjustments and the payment of the cost of
acquisition as follows:
<TABLE>
<CAPTION>
<S> <C> <C>
Cost of acquisition $ 24,776,000
Net assets acquired 14,466,000
-------------
Total $ 10,310,000
</TABLE>
Fair value adjustments to record increases (decreases) to asset book
values and decreases (increases) to liability book values:
<TABLE>
<CAPTION>
<S> <C> <C>
Goodwill $ 8,996,000
Core deposit intangibles 1,140,000
Mortgage servicing 483,000
Deferred tax liability (309,000)
-------------
Total $ 10,310,000
</TABLE>
The amortization period for the above listed intangibles are as follows:
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<TABLE>
<CAPTION>
<S> <C> <C>
Goodwill 20 years
Core deposit intangibles 20 years
Mortgage servicing 7 years
</TABLE>
(b) Effect of $24.7 million investment reduction, net of cash acquired of
$4.3 million, at 5.5% interest rate as if merger had occurred January 1,
1996 and January 1, 1997.
(c) Affect of purchase accounting adjustments and amortization of intangibles
as if merger had occurred January 1, 1996 and January 1, 1997.
(d) Tax effect of (b) and (c).
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EXHIBIT INDEX
EXHIBIT NUMBER DOCUMENT
2.1 Agreement and Plan of Merger, dated as of November 6,
1996, between Shoreline Financial Corporation, SJS
Acquisition Corporation, and SJS Bancorp, Inc.
Previously filed as Exhibit 2.1 to the Form 8-K. Here
incorporated by reference.
23 Consent of Independent Public Accountants.
EXHIBIT 23
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference and use of our report,
dated August 2, 1996, on the consolidated financial statements of SJS
Bancorp, Inc. that appears on page D-1 of SJS Bancorp, Inc.'s Definitive
Proxy Statement, dated March 31, 1997, in Shoreline Financial Corporation's
Form 8-K, as amended August 25, 1997, and in Shoreline Financial
Corporation's previously filed registration statements for its 1989 Stock
Option Plan (Registration No. 33-29052), Dividend Reinvestment Plan
(Registration No. 33-34008), 401(k) Profit Sharing Plan (Registration No.
333-10629), and Stock Incentive Plan of 1996 (Registration No. 333-09819).
/s/CROWE, CHIZEK AND COMPANY LLP
Crowe, Chizek and Company LLP
Grand Rapids, Michigan
August 25, 1997
