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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): DECEMBER 29, 1997
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SUBURBFED FINANCIAL CORP.
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(Exact name of registrant as specified in its charter)
DELAWARE 0-19783 36-3796361
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(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification
incorporation) No.)
3301 WEST VOLLMER ROAD, FLOSSMOOR, ILLINOIS 60422
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (708) 333-2200
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N/A
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(Former name or former address, if changed since last report.)
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Forward-Looking Statements
Statements contained in Exhibit 99 that are not historical facts may
be forward-looking statements within the meaning of Section 21E of the
Securities Exchange Act of 1934 and Section 27A of the Securities Act of 1933.
Further, such statements are subject to important factors that could cause
actual results to differ materially from those in Exhibit 99, including the
following: regional and national economic conditions; changes in levels of
market interest rates; credit risks of real estate, consumer and other lending
activities; regulatory factors (including regulatory approval of the
acquisition); and the ability to achieve synergies in the acquisition.
Item 5. Other Events.
On December 29, 1997, SuburbFed Financial Corp., a Delaware
corporation (the "Company") and Citizens Financial Services, FSB, ("Citizens"),
issued a joint press release announcing the execution of a definitive agreement
dated as of December 29, 1997 by and between Citizens and the Company (the
"Merger Agreement"). The Merger Agreement provides for the merger of the
Company with and into Citizens, (the "Merger"). In connection with the Merger,
Citizens will convert from a mutual to a stock institution ("Conversion") and
form a holding company.
Under the Merger Agreement, each share of Company common stock will be
exchanged for shares of Citizens' common stock with a value of $36.00 per
share, which is based on the initial public offering price of Citizens' common
stock of $10.00 per share. The number of shares of Citizens common stock that
will be exchanged for each share of Company common stock is anticipated to be
3.6 shares.
The Merger is intended to qualify as a tax-free reorganization under
the Internal Revenue Code of 1986, as amended.
Consummation of the Merger is subject to various conditions,
including: (1) receipt of approval by the stockholders of the Company; (2)
receipt of requisite regulatory approvals; (3) the registration statement
having been declared effective by the Securities and Exchange Commission; (4)
satisfaction of certain other conditions.
The press release issued on December 29, 1997 announcing the Merger is
filed as an exhibit hereto and is incorporated by reference herein. The
foregoing discussion does not purport to be complete and is qualified in its
entirety by reference to such exhibit.
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Item 7. Financial Statements and Exhibits
(c) Exhibits
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EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
99 Joint Press Release, dated December 29, 1997.
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SIGNATURES
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.
SUBURBFED FINANCIAL CORP.
Date: January 6, 1998 By: /s/ Daniel P. Ryan
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Daniel P. Ryan
Chairman, President and Chief
Executive Officer
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SUBURBFED FINANCIAL CORP.
EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
99 Joint Press release, dated December 29, 1997.
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PRESS RELEASE
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<S> <C>
Citizens Financial Services, FSB Suburbfed Financial Corp.
707 Ridge Road Nasdaq Small Cap: SFSB
Munster, Indiana 46321 3301 W. Vollmer Road
(219) 836-5500 Flossmoor, Illinois 60422
(708) 210-2610
Contact: Thomas F. Prisby Contact: Daniel P. Ryan
Chairman and Chief Executive Officer Chairman, President and
James W. Prisby Chief Executive Officer
President
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December 29, 1997, Citizens Financial Services, FSB, Munster, Indiana
and SuburbFed Financial Corp. (Nasdaq SmallCap Market: SFSB), parent of
Suburban Federal Savings, a Federal Savings Bank, Flossmoor, Illinois,
announced today the execution of a definitive agreement pursuant to which
SuburbFed will merge with and into Citizens (the "Merger"). In connection with
the Merger, Citizens will undertake to convert from a mutual to a stock
institution ("Conversion") and form a holding company. Under the terms of the
agreement, each share of SuburbFed will be exchanged for shares of Citizens'
Common Stock with a value of $36.00, based on the initial public offering price
of Citizens' Common Stock. It is currently anticipated that the number of
shares of Citizens' Common Stock that will be exchanged for each share of
SuburbFed Common Stock is 3.6 shares assuming the initial offering price of the
Citizens' Common Stock is $10.00 per share. The transaction is expected to
constitute a tax-free reorganization under the Internal Revenue Code, so that
shareholders of SuburbFed who receive Citizens' Common Stock will not recognize
gain or loss in connection with the exchange.
Thomas F. Prisby, Chairman and Chief Executive Officer of Citizens,
stated: "We are very pleased to announce the combination of these two
outstanding community institutions whose franchises and operating philosophies
complement each other. On a combined basis we will operate 24 full-service
branch offices serving Chicago area communities located in Cook, DuPage and
Will Counties in Illinois and Lake, Porter and La Porte Counties in Indiana.
Furthermore, the capital raised in our stock conversion will facilitate greatly
further growth and diversification of our combined companies." James W.
Prisby, President of Citizens, added: "We look forward with great enthusiasm to
extending to SuburbFed's customers our commitment to exceptional service and
the convenience of our branch network."
Daniel P. Ryan, Chairman, President and Chief Executive Officer of
SuburbFed, commented as follows: "We are very excited about our proposed
affiliation with Citizens. This combination will allow us to better serve
consumers and businesses in our market area by broadening the products and
services we offer to our customers. Moreover, Citizens shares our commitment
to community involvement and quality customer service." Mr. Ryan went on to
state that the Merger will provide
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SuburbFed shareholders with a strong return on their investment as well as a
great opportunity to own stock in a strong community bank.
Consummation of the Merger is subject to the approval of the
shareholders of SuburbFed, the Conversion of Citizens and the receipt of all
required regulatory approvals. It is anticipated that the Merger will be
consummated simultaneously with the completion of the Conversion. The
transaction is anticipated to close in the third quarter of 1998.
Suburban Federal operates 12 banking offices in Chicago's Southland
and adjacent areas, including 5 offices in Walt's Food Center locations. At
September 30, 1997, SuburbFed had consolidated assets of $432.6 million and
total stockholders' equity of $28.7 million.
Citizen operates 12 banking offices in Northwest Indiana. At
September 30, 1997, Citizens had consolidated assets of $746.9 million and
total equity of $68.1 million.
Charles Webb & Company, A Division of Keefe, Bruyette & Woods, Inc.
acted as financial advisor to Citizens. Elias, Matz, Tiernan & Herrick, L.L.P.
acted as special legal counsel to Citizens. Capital Resources, Inc. acted as
financial advisor to SuburbFed. Silver, Freedman & Taff, L.L.P. acted as
special legal counsel to SuburbFed.
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