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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
the Securities Act of 1934
Date of Report (Date of earliest event reported) November 23, 1998
CALUMET BANCORP, INC.
(Exact name of registrant as specified in its charter)
____________________________
Delaware 0-19829 36-3785272
(State or other jurisdiction (Commission (I.R.S. Employee
of incorporation) File Number) Identification No.)
1350 E. Sibley Boulevard 60419
Dolton, Illinois (Zip Code)
Registrant's telephone number, including area code (708) 841-9010
Not Applicable
(Former name or former address, if changes since last year)
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Item 5 Other Events
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On November 23, 1998, the Registrant issued a press release announcing
recent developments in connection with its pending acquisition by FBOP
Corporation. A copy of the press release as such is filed by exhibit hereto
and the text of same is hereby incorporated by reference.
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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 hereunto duly authorized.
CALUMET BANCORP, INC.
(Registrant)
Date: December 1, 1998
/s/ John Garlanger
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John Garlanger
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EXHIBIT TABLE
DESCRIPTION EXHIBIT NO.
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Press Release Issued November 23, 1998 1
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FOR IMMEDIATE RELEASE
FOR FURTHER INFORMATION CONTACT:
Mr. John Garlanger
Chief Financial Officer
Calumet Bancorp, Inc.
(708) 841-9010
DOLTON, ILLINOIS (November 23, 1998) -- Calumet Bancorp, Inc.
(NASDQ:CBCI), announced today that it had received a letter from FBOP
Corporation requesting a reduction of $4.0 million in the purchase price
specified in the September 9, 1998 Agreement and Plan of Merger (the "Merger
Agreement") under which FBOP would acquire Calumet for a total purchase price
of $111.6 million (less expenses).
According to Calumet, the letter from FBOP was purportedly occasioned by
FBOP's concerns over the valuation of a certain Calumet investment in a
partnership that holds and administers purchased mortgage servicing rights.
Valuation of this investment has been lowered in response to a sharp drop in
mortgage interest rates and increased prepayment expectations for mortgage
loans that affected the value of the servicing rights underlying the
partnership interest. Previously, in June 1998, Calumet recorded a pre-tax
charge of approximately $1.4 million to establish a valuation allowance with
respect to this investment, and on October 27, 1998, Calumet announced an
additional pre-tax charge of $4.3 million to further increase the allowance.
The recent letter from FBOP suggested that, if the purchase price adjustment
was not accepted, FBOP might attempt to terminate the Merger Agreement on the
basis of an asserted "Material Adverse Change."
The FBOP letter was considered at a special meeting of the Board of
Directors of Calumet and the Board rejected the various assertions made in the
FBOP letter, including specifically the assertion that a "Material Adverse
Change" had occurred as defined in the Merger Agreement. The Board nonetheless
offered in writing to FBOP to accept a reduction in the purchase price of $1.5
million and no more. This offer was made subject to written acceptance by FBOP
by 5:00 p.m., Monday, November 23, 1998, and additional amendments to the
Merger Agreement to assure that FBOP assumes risks of further declines in value
of these and other rate-sensitive assets and to adjust the purchase price
upwards to reflect any recovery in value of the investment in question prior to
closing the merger. These amendments to the Merger Agreement had also been
proposed in principle in FBOP's letter.
FBOP subsequently proposed that Calumet accept a $2 million reduction in
purchase price and a sharing in any recovery in the value of the investment.
FBOP was advised that a reduction of that magnitude had been considered by the
Board of Calumet at its special meeting and had been rejected. It was the
Board's position that, in view of a substantial reduction in purchase price
previously accepted by Calumet, any reduction in excess of $1.5 million would
be unfair to Calumet shareholders.
As of 5:00 p.m., Monday, November 23, 1998, Calumet's offer had not been
accepted and, therefore, ended in accordance with its terms. Based on FBOP's
letter, Calumet expects that FBOP will attempt to terminate the Merger
Agreement. It is Calumet's firm position that events described in the FBOP
letter do not constitute a "Material Adverse Change" as defined in the Merger
Agreement.
Calumet Bancorp, Inc., is the savings and loan holding company for Calumet
Federal Savings and Loan Association of Chicago, Dolton, Illinois. Calumet
Bancorp, Inc., is publicly traded and has assets of $486 million. FBOP
Corporation is the bank holding company for First Bank of Oak Park, Illinois.
FBOP is a closely held company with assets of approximately $3.3 billion.
