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As filed with the Securities and Exchange Commission on June 30, 1997
Registration No. 333-_______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
ROOSEVELT FINANCIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 43-1498200
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
900 Roosevelt Parkway, Chesterfield, Missouri 63017
(Address of principal executive offices) (Zip Code)
EMPLOYMENT AGREEMENT, DATED DECEMBER 22, 1996,
BETWEEN ROOSEVELT FINANCIAL GROUP, INC.,
MERCANTILE BANCORPORATION INC.
AND
STANLEY J. BRADSHAW
_______________________
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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Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate Amount of
to be registered registered(1) per share offering price registration
fee
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Common Stock, par value
$.01 per share 100,000 shares $23(2) $2,300,000(2) $697(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 Plan, may become subject to the Plan.
(2) Estimated in accordance with Rule 457(h), solely for the purpose of
calculating the registration fee, based upon the average of the high and low
sales price of the Common Stock on the Nasdaq National Market System of $23.00
per share on June 30, 1997.
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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 Stanley J. Bradshaw, to whom the shares registered
hereby have been awarded pursuant to the Employment Agreement, dated December
22, 1997, by and between Roosevelt Financial Group, Inc. (the "Company"),
Mercantile Bancorporation Inc. ("Mercantile") and Mr. Bradshaw 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.
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The following documents previously or concurrently filed by the Company
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 Mr. Bradshaw:
1. The Annual Report on Form 10-K of the Company for the fiscal
year ended December 31, 1996, as amended on Form 10-K/A on March 14, 1997 and
on Form 10-K/A-2 on April 29, 1997.
2. The Quarterly Report on Form 10-Q of the Company for the
quarterly period ended March 31, 1997.
3. The description of the common stock, par value $.01 per share,
of the Company contained in Registration Statement on Form S-4 dated March 30,
1994, as amended.
All documents subsequently filed by the Company 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.
The Company (or Mercantile, as successor) shall furnish without charge to
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.
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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.
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 the
Company 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 the Company or is or was serving as such with respect to another
corporation or other entity at the request of. Section Ten of the Company'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 the Company shall be indemnified
and held harmless by the Company 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 the Company the expenses incurred in defending
such action, suit or proceeding in advance of the final disposition thereof.
Section Eleven of the Company's Certificate of Incorporation provides
that the Company's directors will not be personally liable to the Company 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 the Company 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.
The Company maintains directors and officers liability insurance.
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Item 7. Exemption from Registration Claimed.
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Not applicable.
Item 8. Exhibits.
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The following Exhibits are filed as part of this Registration Statement.
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4.1 Certificate of Incorporation (incorporated by reference to
Exhibit 4.1 to the Company's Registration Statement No. 33-79308)
4.2 Bylaws (incorporated by reference to Exhibit 3.2 to the Company's
Registration Statement No. 33-20337)
4.3 Specimen common stock certificate (incorporated by reference to
Exhibit 4 to the Company's Registration Statement No. 33-20337)
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 Employment Agreement with Stanley J. Bradshaw (incorporated by
reference to Exhibit 10.1 to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1996 (File No. 0-
17403)).
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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 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 therein, 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.<PAGE>
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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
June 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
Chief Executive Officer and Director Financial Officer
(Principal Executive Officer) (Principal Financial and Accounting
Officer)
Date: June 30, 1997 Date: June 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: June 30, 1997 Date: June 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: June 30, 1997 Date: June 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: June 30, 1997 Date: June 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: June 30, 1997 Date: June 30, 1997
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By: /s/ Alvin D. Vitt
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Alvin D. Vitt
Director
Date: June 30, 1997
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EXHIBIT
INDEX
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Exhibit Number Document
5 Opinion of Silver, Freeman & Taff, L.L.P. as to
the legality of the securities being registered
23.1 Consent of KPMG Peat Marwick LLP
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EXHIBIT 5
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June 30, 1997
Board of Directors
Roosevelt Financial Group, Inc.
900 Roosevelt Parkway
Chesterfield, Missouri 63017
Members of the Board:
We have acted as counsel to Roosevelt Financial Group, Inc. (the
"Company") in connection with the preparation and filing with the Securities
and Exchange Commission of a registration statement on Form S-8 under the
Securities Act of 1933 (the "Registration Statement") relating to 100,000
shares of the Company's common stock, par value $.01 per share (the "Common
Stock"), to be offered pursuant to the Employment Agreement (the "Agreement")
dated as of December 22, 1996, by and between the Company, Mercantile
Bancorporation Inc. and Stanley J. Bradshaw.
In this connection, we have reviewed originals or copies, certified or
otherwise identified to our satisfaction, of the Agreement, the Company's
Certificate of Incorporation, Bylaws, resolutions of its Board of Directors
and such other documents and corporate records as we deem appropriate for the
purpose of rendering this opinion.
Based upon the foregoing, it is our opinion that:
1. The shares of Common Stock being so registered have been duly authorized.
2. The shares of Common Stock to be offered by the Company will be, when and
if issued as contemplated by the Agreement, legally issued, fully paid and
non-assessable shares of Common Stock of the Company.
Very truly yours,
/s/Silver, Fredman & Taff, L.L.P.
SILVER, FREEDMAN & TAFF, L.L.P.
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EXHIBIT 23.1
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Independent Auditors' Consent
The Board of Directors
Roosevelt Financial Group, Inc.:
We consent to incorporation by reference in the registration statement on Form
S-8 of Roosevelt Financial Group, Inc. ("Roosevelt") of our report dated
January 20, 1997, relating to the consolidated balance sheets of Roosevelt
Financial Group, Inc. and subsidiaries as of December 31, 1996 and 1995, 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,
1996, which report appears in the December 31, 1996 Annual Report on Form 10-
K, as amended on Form 10-K/A on March 14, 1997 and on Form 10-K/A-2 on April
29, 1997, of Roosevelt.
Our report states that the supplemental fair value consolidated balance sheets
of Roosevelt have been prepared by management to present relevant financial
information that is not provided by the historical cost consolidated balance
sheets and is not intended to be a presentation in conformity with generally
accepted accounting principles. The supplemental fair value consolidated
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 value presented.
/s/KPMG Peat Marwick LLP
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St. Louis, Missouri
June 27, 1997
