<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 5, 1998
REGISTRATION NO. 333-59435 REGISTRATION NO. 333-59435-01
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PRE-EFFECTIVE
AMENDMENT NO. 3
FORM S-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
------------------------
<TABLE>
<S> <C>
ARGO BANCORP, INC. ARGO CAPITAL TRUST CO.
(exact name of registrant as specified (exact name of registrant as specified
in its certificate of incorporation) in its certificate of incorporation)
DELAWARE DELAWARE
(state or other jurisdiction (state or other jurisdiction
of incorporation or organization) of incorporation or organization)
36-3620612 BEING APPLIED FOR
(IRS Employer Identification No.) (IRS Employer Identification No.)
6035 N/A
(Primary Standard Industrial (Primary Standard Industrial
Classification Code Number) Classification Code Number)
7600 WEST 63RD STREET 7600 WEST 63RD STREET
SUMMIT, ILLINOIS 60501 SUMMIT, ILLINOIS 60501
(708) 496-6010 (708) 496-6010
(Address, including zip code, and (Address, including zip code, and
telephone number, including area code, of telephone number, including area code, of
registrants' principal executive offices) registrants' principal executive offices)
</TABLE>
------------------------
JOHN G. YEDINAK
PRESIDENT AND CHIEF EXECUTIVE OFFICER
ARGO BANCORP, INC.
7600 WEST 63RD STREET
SUMMIT, ILLINOIS 60501
(708) 496-6010
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
MARY M. SJOQUIST, ESQUIRE
PHILIP FEIGEN, ESQUIRE
PATTON BOGGS LLP
2550 M STREET, N.W.
WASHINGTON, D.C. 20037
(202) 457-6000
------------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If any of the securities being registered on this form are to be offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering. / /
------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED BE REGISTERED PER UNIT(1) OFFERING PRICE(1) FEE
<S> <C> <C> <C> <C>
Capital Securities of ARGO Capital Trust Co. $17,250,000 100% $17,250,000(2) $5,051(3)
Junior Subordinated Deferrable Interest
Debentures of ARGO Capital Trust Co. (4) N/A N/A N/A N/A
ARGO Bancorp, Inc. Guarantee with respect to
Capital Securities (5) N/A N/A N/A N/A
Total $17,250,000 100% $17,250,000 $5,051(3)
</TABLE>
(1) Such amount represents the liquidation amount of the ARGO Capital Trust Co.
and ARGO Bancorp Capital Securities to be exchanged hereunder and the
principal amount of Junior Subordinated Debentures that may be distributed
to holders of such Capital Securities upon any liquidation of ARGO Capital
Trust Co.
(2) No separate consideration will be received for the % Junior Subordinated
Deferrable Interest Debentures of ARGO Bancorp, Inc. (the "Junior
Subordinated Debentures") distributed upon any liquidation of ARGO Capital
Trust Co.
(3) $4,425 of the Registration Fee was previously paid with the initial filing
of the Form S-1.
(4) No separate consideration will be received for the ARGO Bancorp, Inc.
Guarantee.
(5) Estimated solely for the purpose of calculating the registration fee.
THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(A), MAY
DETERMINE.
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- --------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.(1)
The following statement sets forth the estimated amount of expenses (other
than the underwriting discounts and commissions) to be incurred in connection
with the issuance and distribution of the securities being registered.
<TABLE>
<S> <C>
SEC filing fee(1)................................................................. $ 4,425
American Stock Exchange listing fee(1)............................................ 15,000
Printing and distribution......................................................... 125,000
Legal fees and expenses........................................................... 275,000
Accounting fees and expenses...................................................... 165,000
Blue Sky fees and expenses........................................................ 15,000
Miscellaneous..................................................................... 100,000
---------
TOTAL............................................................................. $ 699,425
---------
---------
</TABLE>
- ------------------------
(1) Actual expenses based upon the registration of 17,250,000 aggregate
liquidation amount of the 9% of Capital Securities at $10.00 per share. All
other expenses are estimated.
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
In accordance with the General Corporation Law of the State of Delaware
(being Chapter 1 of Title 8 of the Delaware Code), Articles 12 and 2 of the
Registrant's Certificate of Incorporation provide as follows:
ELEVENTH: ELIMINATION OF DIRECTORS' LIABILITY
Directors of the Corporation shall have no liability to the Corporation or
its stockholders for monetary damages for breach of fiduciary duty as a
director, provided that this Article XI shall not eliminate liability of a
director (i) for any breach of the director's duty of loyalty to the Corporation
or its stockholders, (ii) for acts or omissions not made in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law, or (iv) for any transaction
from which a director derived an improper personal benefit. If the Delaware
General Corporation Law is amended after the effective date of this Certificate
to further eliminate or limit the personal liability of directors, then the
liability of a director of the Corporation shall be eliminated or limited to the
fullest extent permitted by the Delaware General Corporation Law, as so amended.
Any repeal or modification of the foregoing paragraph by the stockholders of
the Corporation shall not adversely affect any right or protection of a director
of the Corporation existing at the time of such repeal or modification.
TWELFTH: INDEMNIFICATION
A. Each person who was or is made a party or is threatened to be made a party to
or is otherwise involved in any action, suit or proceeding, whether civil,
criminal, administrative or investigative (hereinafter a "proceeding"), by
reason of the fact that he or she is or was a Director or Officer of the
Corporation or is or was serving at the request of the Corporation as a
Director, Officer, employee or agent of another corporation or of a
partnership, joint venture, trust or other enterprise, including service
with respect to an employee benefit plan (hereinafter an "indemnitee"),
whether the basis of such proceeding is alleged action in an official
capacity as a Director, Officer, employee or agent or in any other capacity
while serving as a Director, Officer, employee or agent, shall be
indemnified and
II-1
<PAGE>
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS. (CONTINUED)
held harmless by the Corporation to the fullest extent authorized by the
Delaware General Corporation Law, as the same exists or may hereafter be
amended (but, in the case of any such amendment, only to the extent that
such amendment permits the Corporation to provide broader indemnification
rights than such law permitted the Corporation to provide prior to such
amendment), against all expense, liability and loss (including attorneys'
fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in
settlement) reasonably incurred or suffered by such indemnitee in connection
therewith; provided, however, that, except as provided in Section C hereof
with respect to proceedings to enforce rights to indemnification, the
Corporation shall indemnify any such indemnitee in connection with a
proceeding (or part thereof) initiated by such indemnitee only if such
proceeding (or part thereof) was authorized by the Board of Directors of the
Corporation.
B. The right to indemnification conferred in Section A of this Article XII
shall include the right to be paid by the Corporation the expenses incurred
in defending any such proceeding in advance of its final disposition
(hereinafter an "advancement of expenses"); provided, however, that, if the
Delaware General Corporation Law requires, an advancement of expenses
incurred by an indemnitee in his or her capacity as a Director or Officer
(and not in any other capacity in which service was or is rendered by such
indemnitee, including, without limitation, services to an employee benefit
plan) shall be made only upon delivery to the Corporation of an undertaking
(hereinafter an "undertaking"), by or on behalf of such indemnitee, to repay
all amounts so advanced if it shall ultimately be determined by final
judicial decision from which there is no further right to appeal
(hereinafter a "final adjudication") that such indemnitee is not entitled to
be indemnified for such expenses under this Section or otherwise. The rights
to indemnification and to the advancement of expenses conferred in Sections
A and B of this Article XII shall be contract rights and such rights shall
continue as to an indemnitee who has ceased to be a Director, Officer,
employee or agent and shall inure to the benefit of the indemnitee's heirs,
executors and administrators.
C. If a claim under Section A or B of this Article XII is not paid in full by
the Corporation within sixty days after a written claim has been received by
the Corporation, except in the case of a claim for an advancement of
expenses, in which case the applicable period shall be twenty days, the
indemnitee may at any time thereafter bring suit against the Corporation to
recover the unpaid amount of the claim. If successful in whole or in part in
any such suit, or in a suit brought by the Corporation to recover an
advancement of expenses pursuant to the terms of an undertaking, the
indemnitee shall be entitled to be paid also the expenses of prosecuting or
defending such suit. In (i) any suit brought by the indemnitee to enforce a
right to indemnification hereunder (but not in a suit brought by the
indemnitee to enforce a right to an advancement of expenses) it shall be a
defense that, and (ii) in any suit by the Corporation to recover an
advancement of expenses pursuant to the terms of an undertaking the
Corporation shall be entitled to recover such expenses upon a final
adjudication that, the indemnitee has not met any applicable standard for
indemnification set forth in the Delaware General Corporation Law. Neither
the failure of the Corporation (including its Board of Directors,
independent legal counsel, or its stockholders) to have made a determination
prior to the commencement of such suit that indemnification of the
indemnitee is proper in the circumstances because the indemnitee has met the
applicable standard of conduct set forth in the Delaware General Corporation
Law, nor an actual determination by the Corporation (including its Board of
Directors, independent legal counsel, or its stockholders) that the
indemnitee has not met such applicable standard of conduct, shall create a
presumption that the indemnitee has not met the applicable standard of
conduct or, in the case of such a suit brought by the indemnitee, be a
defense to such suit. In any suit brought by the indemnitee to enforce a
right to indemnification or to an advancement of expenses hereunder, or by
the Corporation to recover an advancement of expenses pursuant to the terms
of an
II-2
<PAGE>
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS. (CONTINUED)
undertaking, the burden of proving that the indemnitee is not entitled to be
indemnified, or to such advancement of expenses, under this Article XII or
otherwise shall be on the Corporation.
D. The rights to indemnification and to the advancement of expenses conferred in
this Article XII shall not be exclusive of any other right which any person
may have or hereafter acquire under any statute, the Certificate, Bylaws,
agreement, vote of stockholders or Disinterested Directors or otherwise.
E. The Corporation may maintain insurance, at its expense, to protect itself
and any Director, Officer, employee or agent of the Corporation or
subsidiary or Affiliate or another corporation, partnership, joint venture,
trust or other enterprise against any expense, liability or loss, whether or
not the Corporation would have the power to indemnify such person against
such expense, liability or loss under the Delaware General Corporation Law.
F. The Corporation may, to the extent authorized from time to time by the Board
of Directors, grant rights to indemnification and to the advancement of
expenses to any employee or agent of the Corporation to the fullest extent
of the provisions of this Article XII with respect to the indemnification
and advancement of expenses of Directors and Officers of the Corporation.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
In accordance with Item 701 of Regulation S-K, the following information is
presented with respect to securities sold by the Registrant within the past
three years which were not registered under the Securities Act of 1933, as
amended ("Securities Act"):
(a) On December 31, 1996, the Company sold in a private placement an
aggregate of 446,256 shares of its Common Stock.
(b) Charles Webb & Company, a division of Keefe, Bruyette & Woods acted as
the Underwriter for the Company in connection with the private placement
transaction. The Common Stock was sold to one purchaser.
(c) The aggregate purchase price was $4.2 million.
(d) Based upon representations of the offerees and purchasers, the Common
stock was offered and sold in reliance upon an exemption from
registration under 4(2) of the Securities Act.
(e) not applicable
(f) not applicable
II-3
<PAGE>
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
The exhibits and financial statement schedules filed as a part of this
Registration Statement are as follows:
List of Exhibits (Filed herewith unless otherwise noted)
<TABLE>
<S> <C>
1.0 Form of Underwriting Agreement *
3.1 Amended and Restated Certificate of Incorporation of Argo Bancorp, Inc. *
3.2 Bylaws of Argo Bank Corp, Inc. *
4.0 Form of Stock Certificate of Argo Bancorp, Inc. *
4.1 Form of Indenture of the Company relating to the Junior Subordinated Debentures*
4.2 Form of Certificate of Junior Subordinated Debenture *
4.3 Certificate of Trust of Argo Capital Trust Co. *
4.4 Declaration of Trust of Argo Capital Trust Co. *
4.5 Form of Capital Security Certificate for Argo Capital Trust Co. (included in Exhibit
4.7)
4.6 Form of Guarantee of the Company relating to the Capital Securities *
4.7 Amended and Restated Declaration of Trust of Argo Capital Trust Co. *
4.8 Form of Goodwill Convertible Preferred Stock Certificate of Argo Bancorp, Inc. *
5.0 Opinion of Patton Boggs LLP as to legality of the Junior Subordinated Debentures and
the Guarantee to be issued by the Company
5.2 Opinion of Richards, Layton and Finger as to the legality of the Capital Securities to
be issued by Argo Capital Trust Co. *
8.0 Opinion of Patton Boggs LLP as to certain federal income tax matters
10.0 Stock Purchase Agreement & Stockholder Agreement between ARGO Bancorp, Inc., and the
Deltec Banking Corporation Limited dated December 31, 1996 *
10.1 Employment Agreement between ARGO Bancorp, Inc. and John G. Yedinak dated November 1,
1996 *
10.2 Employment Agreement between ARGO Bancorp, Inc. and Frances M. Pitts dated November 1,
1996 *
10.3 Amended and Restated Management Recognition and Retention Plan *
10.4 ARGO Bancorp, Inc. 1998 Incentive Stock Option Plan *
23.1 Consent of KPMG Peat Marwick L.L.P. *
23.2 Consent of Patton Boggs LLP (included in Exhibit 5.0 and Exhibit 8.0)
23.3 Consent of Richards, Layton and Finger (included in Exhibit 5.2)
24.1 Power of Attorney of certain officers and directors of the Corporation (located on the
signature page hereto) *
25.1 Form T-1 Statement of Eligibility of ARGO Capital Trust Company to act as trustee
under the Indenture *
25.2 Form T-1 Statement of Eligibility of ARGO Capital Trust Company to act as trustee
under the Declaration of Trust of ARGO Capital Trust Co. *
25.3 Form T-1 Statement of Eligibility of ARGO Capital Trust Company to act as trustee
under the Guarantee for the benefit of the holders of Capital Securities of ARGO
Capital Trust Co. *
27.0 Financial Data Schedule *
</TABLE>
- ------------------------
* Previously filed.
(b) Financial Statement Schedules
All schedules have been omitted as not applicable or not required under the
rules of Regulation S-X.
II-4
<PAGE>
ITEM 17. UNDERTAKINGS.
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 percent 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.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to trustees, 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 trustee, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
trustee, 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.
The undersigned registrants hereby undertake to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through the
date of responding to the request.
The undersigned registrants hereby undertake to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the undersigned
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Summit,
State of Illinois, on November 5, 1998.
<TABLE>
<S> <C>
ARGO BANCORP, INC.
BY:
---------------------
John G. Yedinak
President and
Chief Executive Officer
</TABLE>
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints John G. Yedinak and Frances M. Pitts, jointly and
severally, each in his own capacity, as his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for such person
and in such person's name, place and stead, in any and all capacities, to sign
any or all amendments to this Registration Statement, and to file the same, with
all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitute or substitutes, may lawfully
or do cause to be done by virtue hereof.
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.
NAME DATE
- ------------------------------ -------------------
President, Chief Executive
Officer and Director
- ------------------------------ (principal executive November 5, 1998
John G. Yedinak officer)
Interim Chief Financial
* Officer (principal
- ------------------------------ accounting and financial November 5, 1998
George L. Koehm officer)
* Director
- ------------------------------ November 5, 1998
Frances M. Pitts
* Director
- ------------------------------ November 5, 1998
Arthur E. Byrnes
* Director
- ------------------------------ November 5, 1998
Sergio Martinucci
* Director
- ------------------------------ November 5, 1998
Donald G. Wittmer
II-6
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, the undersigned
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Summit,
State of Illinois, on November 5, 1998.
ARGO CAPITAL TRUST CO.
By:
---------------------------------------------
Administrative Trustee
By: *
---------------------------------------------
Administrative Trustee
* Pursuant to Power of Attorney filed with the Commission as Exhibit 24.1 on
July 21, 1998.
II-7
<PAGE>
CONFORMED
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the undersigned
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Summit,
State of Illinois, on November 5, 1998.
<TABLE>
<S> <C> <C>
ARGO BANCORP, INC.
/s/ JOHN G. YEDINAK
-----------------------------------------
John G. Yedinak
PRESIDENT AND CHIEF EXECUTIVE OFFICER
By:
</TABLE>
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints John G. Yedinak and Frances M. Pitts, jointly and
severally, each in his own capacity, as his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for such person
and in such person's name, place and stead, in any and all capacities, to sign
any or all amendments to this Registration Statement, and to file the same, with
all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitute or substitutes, may lawfully
or do cause to be done by virtue hereof.
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.
SIGNATURE DATE
- ------------------------------ -------------------
President, Chief Executive
/s/ JOHN G. YEDINAK Officer and Director
- ------------------------------ (principal executive November 5, 1998
John G. Yedinak officer)
Interim Chief Financial
* Officer
- ------------------------------ (principal accounting and November 5, 1998
George L. Koehm financial officer)
* Director
- ------------------------------ November 5, 1998
Frances M. Pitts
* Director
- ------------------------------ November 5, 1998
Arthur E. Byrnes
* Director
- ------------------------------ November 5, 1998
Sergio Martinucci
* Director
- ------------------------------ November 5, 1998
Donald G. Wittmer
II-8
<PAGE>
CONFORMED
Pursuant to the requirements of the Securities Act of 1933, the undersigned
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Summit,
State of Illinois, on November 5, 1998.
<TABLE>
<S> <C> <C> <C>
ARGO CAPITAL TRUST CO.
*By: /s/ JOHN G. YEDINAK
-------------------------
John G. Yedinak
ADMINISTRATIVE TRUSTEE
*By: *
-------------------------
Frances M. Pitts
ADMINISTRATIVE TRUSTEE
</TABLE>
* Pursuant to Power of Attorney filed with the Commission as Exhibit 24.1 on
July 21, 1998.
II-9
<PAGE>
[Letterhead of Patton Boggs LLP]
EXHIBIT 5.0
November 5, 1998
Argo Bancorp, Inc.
7600 West 63rd Street
Summitt, Illinois 60501
Re: Argo Bancorp, Inc.
Argo Capital Trust Co.
Registration Statement on Form S-4
Ladies and Gentlemen:
We have acted as counsel to Argo Bancorp, Inc., a Delaware corporation
(the "Company") and Sponsor of Argo Capital Trust Co., a Delaware statutory
business trust (the "Trust"), in connection with a Registration Statement on
Form S-4 (the "Registration Statement") relating to: (i) the proposed issuance
by the Trust of $17,250,000 aggregate Liquidation Amount of the Trust's Capital
Securities (the "Capital Securities") registered under the Securities Act of
1933, as amended (the "Securities Act"); (ii) the proposed issuance by the
Company to the Trust, in an aggregate principal amount corresponding to the
aggregate Liquidation Amount of the Exchange Capital Securities, of the
Company's Junior Subordinated Deferrable Interest Debentures (the "Junior
Subordinated Debentures") registered under the Securities Act; and (iii) the
Company's guarantee of the Capital Securities (the "Guarantee") registered under
the Securities Act. The Capital Securities will be issued under an Amended and
Restated Declaration of Trust for the Trust (the "Amended Declaration"), among
the Company, as Sponsor, Wilmington Trust Company, and the Administrative
Trustees named therein, while the Junior Subordinated Debentures will be issued
under an Indenture (the "Indenture"), between the Company and Wilmington Trust
Company, as Debenture Trustee.
We have examined such documents and records as we deemed appropriate,
including the following:
(i) Copy of the Articles of Incorporation, as amended of the
Company, certified as of a recent date by the Secretary of State
of Delaware.
(ii) Copy of the Bylaws of the Company, as amended, certified as of a
recent date by the Secretary of the Company to be a true and
complete copy.
(iii) Copy, certified as of a recent date by the Secretary of the
Company to be a true copy, of the resolutions duly adopted by
the Board of Directors of the Company authorizing the filing of
the Registration Statement.
<PAGE>
Argo Bancorp, Inc.
November 5, 1998
Page 2
(iv) A form of the Amended Declaration.
(v) Specimen of the Capital Security.
(vi) A form of the Indenture.
(vii) Specimen of the Junior Subordinated Debenture.
(viii) A form of the Exchange Guarantee.
In addition, as to questions of fact material to our opinions, we have
relied upon certificates of officers of the Company, the Administrative Trustees
of the Trust and public officials.
In the course of our examination, we have assumed the legal capacity of
all natural persons, the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such latter documents. In making our
examination of documents executed by parties other than the Company or the
Trust, we have assumed that such parties had the power, corporate or other, to
enter into and perform all obligations thereunder and have also assumed the due
authorization by all requisite action, corporate or other, and execution and
delivery by such parties of such documents and the validity, binding effect and
enforceability thereof on such parties.
Based upon the foregoing, we are of the opinion that:
(1) The Junior Subordinated Debentures have been duly authorized by all
requisite corporate action of the Company and, when executed and authenticated
in the manner provided for in the Indenture, the Junior Subordinated Debentures
will constitute valid and binding obligations of the Company entitled to the
benefits of the Indenture and enforceable against the Company in accordance with
their terms, except as enforcement thereof may be limited by bankruptcy,
insolvency, reorganization, moratorium or other similar laws relating to or
affecting creditors' rights generally or by general equitable principles
(regardless of whether considered in a proceeding in equity or at law).
(2) The Guarantee has been duly authorized by all requisite corporate
action of the Company and, when executed and delivered to Wilmington Trust
Company, as Guarantee Trustee, the Guarantee will constitute a valid and binding
agreement of the Company, enforceable against the Company in accordance with its
terms, except as enforcement thereof
<PAGE>
Argo Bancorp, Inc.
November 5, 1998
Page 3
may be limited by bankruptcy, insolvency, reorganization, moratorium or other
similar laws relating to or affecting creditors' rights generally or by general
equitable principles (regardless of whether considered in a proceeding in equity
or at law).
We express no opinion as to the laws of any jurisdiction other than the
laws of the State of Delaware and the federal laws of the United States of
America and, with respect to the laws of the State of Delaware, we have made no
independent investigation of such laws and have relied exclusively on all
matters governed by such laws upon the attached opinion of Richards, Layton &
Finger, P.A.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption "Legal
Matters" contained in the Prospectus included therein.
Very truly yours,
PATTON BOGGS LLP
By: /s/ Mary M. Sjoquist
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Mary M. Sjoquist
<PAGE>
[Letterhead of Patton Boggs LLP]
EXHIBIT 8.0
November 4,1998
Board of Directors
Argo Bancorp, Inc.
7600 West 63rd Street
Summit, IL 60501
Ladies and Gentlemen:
We have acted as special tax counsel for Argo Bancorp, Inc. (the "Company") and
Argo Capital Trust Co., (the "Trust") in connection with the issuance and sale
of up to $17,250,000 of the Trust's Capital Securities. In rendering our
opinion, we have examined the Company's Registration Statement and Prospectus
dated October 13, 1998 (the "Prospectus") and the Amended and Restated
Declaration of Trust (the "Declaration") and have assumed that the Trustees will
conduct the affairs of the Trust in accordance with the Declaration.
For purposes of such examination, we have assumed the genuineness of all
signatures, the legal capacity of natural persons and the authenticity of all
documents submitted to us as relevant to this opinion, and we have relied upon
the documents referred to above (the "Documents"). We have assumed that all
parties had the corporate power and authority to enter into and perform all
obligations thereunder, and we have also assumed the due authorization by all
requisite corporate actions, the due execution and delivery and the validity and
binding effect and enforceability of such Documents. We have made investigations
of such matters of law and fact as we have considered necessary or appropriate
for this opinion. Our opinion is based on the assumption that there are no
agreements or understandings with respect to the transactions contemplated in
the Documents other than those contained in the Documents. Furthermore, our
opinion is based on the assumption that all parties to the Documents will comply
with the terms thereof, including all tax reporting requirements contained
therein.
We hereby confirm that the discussions described under the caption "Federal
Income Tax Consequences" in the Prospectus that is part of the Registration
Statement on Form S-1 filed by the Company and the Trust with the Securities and
Exchange Commission on October 13, 1998, as amended are a fair and accurate
summary of the matters addressed therein. Capitalized terms used herein but not
defined have the meanings as provided in the Prospectus.
<PAGE>
Board of Directors
11/04/98
Page 2
We hereby consent to the use of our name under the caption "Federal Income Tax
Consequences" in the Prospectus. In giving the foregoing consent, we do not
thereby admit we come within the category of Persons whose consent is required
under Section 7 of the Securities Act of 1933, as amended, or the rules and
regulations of the Securities and Exchange Commission thereunder.
The opinions set forth herein are based upon the existing provisions of the Code
and Treasury regulations issued or proposed thereunder, published Revenue
Rulings and releases of the Internal Revenue Service and existing case law, any
of which could be changed at any time. Any such changes may be retroactive in
application and could modify the legal conclusions upon which such opinions are
based. The opinions expressed herein are limited as described above, and we do
not express an opinion on any other legal or income tax aspect of the
transactions contemplated by the Documents.
In rendering the foregoing opinions, we express no opinion as to the laws of any
jurisdiction other than the federal income tax laws of the United States. This
opinion is rendered as of the date hereof and we undertake no obligation to
update this opinion or advise you of changes in the event there is any change in
legal authorities, facts, assumptions or Documents on which this opinion is
based (including the taking of any action by any party to the Documents pursuant
to any opinion of counsel or a waiver) or any inaccuracy in any of the
representations, warranties or assumptions upon which we have relied in
rendering this opinion, unless we are specifically engaged to do so. This
opinion is not binding on the Internal Revenue Service and there can be no
assurance, and none is hereby given, that the Internal Revenue Service will not
take a contrary position to one or more of the positions reflected in the
foregoing opinions, or that our opinion will be upheld by the courts if
challenged by the Internal Revenue Service. This opinion may not be relied on in
connection with any transactions other than the transactions contemplated
herein.
Sincerely,
/s/ Patton Boggs LLP
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PATTON BOGGS LLP
jkw/gjs/spc
