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As filed with the Securities and Exchange Commission on January 30, 1997
Registration No. 333-4499
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. ONE
ON FORM S-8
TO FORM S-4
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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ROOSEVELT FINANCIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 43-1498200
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
900 Roosevelt Parkway, Chesterfield, Missouri 63017
(Address of principal executive offices) (Zip Code)
SENTINEL FINANCIAL CORPORATION
1994 STOCK OPTION PLAN
(Full title of the plan)
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GARY W. DOUGLASS
Executive Vice President and Chief Financial Officer
Roosevelt Financial Group, Inc.
900 Roosevelt Parkway
Chesterfield, Missouri 63017
(Name and address of agent for service)
(314) 532-6200
(Telephone number, including area code, of agent for service)
Copy of all communications to:
CHRISTOPHER R. KELLY, P.C.
CRAIG M. SCHEER, ESQ.
Silver, Freedman & Taff, L.L.P.
(a limited liability partnership including professional corporations)
1100 New York Ave., N.W.
Washington, D.C. 20005
(202) 414-6100
CALCULATION OF REGISTRATION FEE
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Title of Proposed maximum Proposed maximum Amount of
securities to Amount to be offering price aggregate registra-
be registered Registered(1) per share offering price tion fee
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Common Stock,
par value
$.01 per share 68,954 shares N/A N/A N/A(2)
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(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended, this
Registration Statement covers, in addition to the number of shares set
forth above, an indeterminate number of shares which, by reason of
certain events specified in the Plans, may become subject to the Plans.
(2) The Registrant previously paid $3,973 with the original filing on May 24,
1996 to register 850,000 shares, including the 68,954 shares which may be
issued pursuant to the Sentinel Financial Corporation 1994 Stock Option
Plan.
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PURPOSE OF AMENDMENT
The purpose of this post-effective amendment is to register on Form S-8
shares of common stock, par value $.01 per share (the "Common Stock"), of
Roosevelt Financial Group, Inc. ("Roosevelt") previously registered on Form
S-4 (No. 333-4499) for issuance pursuant to options granted under the 1994
Stock Option Plan (the "Plan") of Sentinel Financial Corporation ("Sentinel")
and assumed by Roosevelt, pursuant to the terms and conditions of an
Agreement and Plan of Merger and Reorganization dated as of March 22, 1996,
by and between Roosevelt and Sentinel. The merger was consummated on October
31, 1996.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to participants in the Plan as specified by Rule
428(b)(1) promulgated by the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Securities
Act").
Such document(s) are not being filed with the Commission, but constitute
(along with the documents incorporated by reference into the Registration
Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Certain Documents by Reference.
The following documents previously or concurrently filed by Roosevelt
with the Commission (File No. 0-17403) are hereby incorporated by reference
in this Registration Statement and the prospectus to which this Registration
Statement relates (the "Prospectus"), which Prospectus has been or will be
delivered to the participants in the Plan covered by this Registration
Statement:
1. The Annual Report on Form 10-K of Roosevelt for the fiscal year
ended December 31, 1995, as amended on July 30, 1996 on Form 10-K/A
and September 13, 1996 on Form 10-K/A-2 (the "Roosevelt 1995 10-K").
2. The Quarterly Report on Form 10-Q of Roosevelt for the quarterly
period ended March 31, 1996, as amended on September 13, 1996 on
Form 10-Q/A.
3. The Quarterly Report on Form 10-Q of Roosevelt for the quarterly
period ended June 30, 1996, as amended on September 13, 1996 on Form
10-Q/A.
4. The Quarterly Report on Form 10-Q of Roosevelt for the quarterly
period ended September 30, 1996.
5. The description of the Roosevelt Common Stock contained in
Roosevelt's Registration Statement on Form S-4 dated March 30, 1994,
as amended.
All documents subsequently filed by Roosevelt with the Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, after the
date hereof, and prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed
incorporated by reference into this Registration Statement and the Prospectus
and to be a part hereof and thereof from the date of the filing of such
documents. Any statement contained in the documents incorporated, or deemed
to be incorporated, by reference herein or in the Prospectus shall be deemed
to be modified or superseded for purposes of this Registration Statement and
the Prospectus to the extent that a statement contained herein or therein or
in any other subsequently filed document which also is, or is deemed to be,
incorporated by reference herein or therein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this
Registration Statement and the Prospectus.
Roosevelt shall furnish without charge to each person to whom the
Prospectus is delivered, on the written or oral request of such person, a
copy of any or all of the documents incorporated by reference, other than
exhibits to such documents (unless such exhibits are specifically
incorporated by reference to the information that is incorporated). Requests
should be directed to Mark G. Ellebrecht, Vice President, General Counsel and
Secretary, Roosevelt Financial Group, Inc., 900 Roosevelt Parkway,
Chesterfield, Missouri 63017, telephone (314) 532-6200.
All information appearing in this Registration Statement and the
Prospectus is qualified in its entirety by the detailed information,
including financial statements, appearing in the documents incorporated
herein or therein by reference.
Item 4. Description of Securities.
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Not Applicable.
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Item 5. Interests of Named Experts and Counsel.
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Not Applicable.
Item 6. Indemnification of Directors and Officers.
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Section 145 of the General Corporation Law of Delaware empowers
Roosevelt to indemnify, subject to the standards therein prescribed, any
person in connection with any action, suit or proceeding brought or
threatened by reason of the fact that such person is or was a director,
officer, employee or agent of Roosevelt or is or was serving as such with
respect to another corporation or other entity at the request of Roosevelt.
Section Ten of Roosevelt's Certificate of Incorporation provides that each
person who was or is made a party to (or is threatened to be made a party to)
or is otherwise involved in any action, suit or proceeding by reason of the
fact that such person is or was a director, officer, employee or agent of
Roosevelt shall be indemnified and held harmless by Roosevelt to the fullest
extent authorized by the General Corporation Law of Delaware against all
expenses, liability and loss (including without limitation attorney's fees,
judgments, fines and amounts paid in settlement) reasonably incurred by such
person in connection therewith. The rights conferred by Section Ten are
contractual rights and include the right to be paid by Roosevelt the expenses
incurred in defending such action, suit or proceeding in advance of the final
disposition thereof.
Section Eleven of Roosevelt's Certificate of Incorporation provides that
Roosevelt's directors will not be personally liable to Roosevelt or its
stockholders for monetary damages resulting from breaches of their fiduciary
duty as directors except (i) for any breach of the duty of loyalty to
Roosevelt or its stockholders, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (iii)
under Section 174 of the General Corporation Law of Delaware (which makes
directors liable for unlawful dividends or unlawful stock repurchases or
redemptions) or (iv) for transactions from which directors derive improper
personal benefit.
Roosevelt maintains directors and officers liability insurance.
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not applicable.
Item 8. Exhibits.
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The following Exhibits are filed as part of this Registration
Statement.
4.1 Certificate of Incorporation (incorporated by reference to
Exhibit 4.1 to Roosevelt's Registration Statement No.
33-79308)
4.2 Bylaws (incorporated by reference to Exhibit 3.2 to
Roosevelt's Registration Statement No. 33-20337)
4.3 Specimen common stock certificate (incorporated by reference
to Exhibit 4 to Roosevelt's Registration Statement No.
33-20337)
4.4 Certificate of Designation of 6 1/2% Non-Cumulative Convertible
Preferred Stock, Series A (incorporated by reference to
Exhibit 4.3 to Roosevelt's Registration Statement No.
33-76738)
4.5 Specimen stock certificate of 6 1/2% Non-Cumulative Convertible
Preferred Stock, Series A (incorporated by reference to
Exhibit 4.4 to Roosevelt's Registration Statement No.
33-76738)
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4.6 Certificate of Designation of 6 1/2 Non-Cumulative Convertible
Preferred Stock, Series F (incorporated by reference to Exhibit
4.15 to Roosevelt's Registration Statement No. 33-79308)
4.7 Specimen stock certificate of 6 1/2 Non-Cumulative Convertible
Preferred Stock, Series F (incorporated by reference to Exhibit
4.16 to Roosevelt's Registration Statement No. 33-79308)
5 Opinion of Silver, Freedman & Taff, L.L.P. as to legality of
the securities being registered*
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Silver, Freedman & Taff, L.L.P. (included in Exhibit
5)
24 Power of Attorney (contained on signature page)
99 Sentinel Financial Corporation 1994 Stock Option Plan
(incorporated by reference to Sentinel Financial Corporation's
definitive proxy statement on Schedule 14A, dated September 19,
1994, relating to its 1994 Annual Meeting of Stockholders
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* Previously filed.
Item 9. Undertakings.
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(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement
(or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would
not exceed that which was registered) and any deviation
from the low or high end of the estimated maximum
offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective registration
statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement
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relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933,
each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934 that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement
relating to the securities offered and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the
Registrant of expenses incurred or paid by a director, officer
or controlling person in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of Chesterfield, State of Missouri, on
January 30, 1997.
ROOSEVELT FINANCIAL GROUP, INC.
By: /s/ Stanley J. Bradshaw
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Stanley J. Bradshaw
Chairman of the Board,
President, Chief Executive
Officer and Director
(Duly Authorized Representative)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
We, the undersigned directors and officers of the Registrant, hereby
severally constitute and appoint Stanley J. Bradshaw and Gary W. Douglass,
and either of them, our true and lawful attorneys and agents, to do any and
all things in our names in the capacities indicated below which said Stanley
J. Bradshaw and/or Gary W. Douglass may deem necessary or advisable to enable
the Registrant to comply with the Securities Act of 1933, as amended, and any
rules, regulations and requirements of the Securities and Exchange
Commission, in connection with the registration statement on Form S-8
relating to the offering of the registrant's common stock, including
specifically, but not limited to, power and authority to sign for us in our
names in the capacities indicated below this registration statement and any
and all amendments (including post-effective amendments) thereto; and, we
hereby approve, ratify and confirm all that said Stanley J. Bradshaw and/or
Gary W. Douglass shall do or cause to be done by virtue thereof.
By: /s/ Stanley J. Bradshaw By: /s/ Gary W. Douglass
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Stanley J. Bradshaw Gary W. Douglass
Chairman of the Board, President, Executive Vice President and
Chief Executive Officer and Director Chief Financial Officer
(Principal Executive Officer) (Principal Financial and
Accounting Officer)
Date: January 30, 1997 Date: January 30, 1997
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By: /s/ Douglas T. Breeden By: /s/ Richard E. Beumer
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Douglas T. Breeden Richard E. Beumer
Director Director
Date: January 30, 1997 Date: January 30, 1997
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By: /s/ Anat Bird By: /s/ Robert M. Clayton II
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Anat Bird Robert M. Clayton II
Senior Executive Vice President, Director
Chief Operating Officer and Director
Date: January 30, 1997 Date: January 30, 1997
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By: /s/ Bradbury Dyer III By: /s/ Patricia M. Gammon
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Bradbury Dyer III Patricia M. Gammon
Director Director
Date: January 30, 1997 Date: January 30, 1997
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By: /s/ Hiram S. Liggett, Jr. By: /s/ Clarence M. Turley, Jr.
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Hiram S. Liggett, Jr. Clarence M. Turley, Jr.
Director Director
Date: January 30, 1997 Date: January 30, 1997
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By: /s/ Alvin D. Vitt
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Alvin D. Vitt
Director
Date: January 30, 1997
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EXHIBIT INDEX
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Exhibit No. Exhibit
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23.1 Consent of KPMG Peat Marwick LLP
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EXHIBIT 23.1
Independent Auditors' Consent
-----------------------------
The Board of Directors
Roosevelt Financial Group, Inc.:
We consent to incorporation by reference in the Post-Effective
Amendment No. One on Form S-8 to Form S-4 Registration Statement
No. 333-4499 of Roosevelt Financial Group, Inc. ("Roosevelt") of
our report dated January 16, 1996, relating to the consolidated
balance sheets of Roosevelt Financial Group, Inc. and subsidiary as
of December 31, 1995 and 1994, and the related consolidated
statements of operations, stockholders' equity, and cash flows for
each of the years in the three-year period ended December 31, 1995,
which report appears in the December 31, 1995 annual report on Form
10-K, as amended, of Roosevelt.
Our report refers to a change during 1993 in the method of
accounting for certain investments in debt securities.
Additionally, our report states that the supplemental fair value
balance sheets of Roosevelt have been prepared by management to
present relevant financial information that is not provided by the
historical cost balance sheets and is not intended to be a
presentation in conformity with generally accepted accounting
principles. The supplemental fair value balance sheets do not
purport to present the net realizable, liquidation, or market value
of Roosevelt as a whole. Furthermore, amounts ultimately realized
by Roosevelt from the disposal of assets may vary significantly
from the fair values presented.
KPMG Peat Marwick LLP
St. Louis, Missouri
January 30, 1997
