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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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): April 1, 1999
Argo Bancorp, Inc.
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(Exact name of registrant as specified in its charter)
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<S> <C> <C>
Delaware 0-19829 36-3620612
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(State or other Jurisdiction of (Commission File No.) (I.R.S. Employer Identification
incorporation) No.)
7600 West 63rd Street, Summit, Illinois 60501
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(Address of Principal executive offices) (Zip Code)
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Registrant's telephone number, including area code: (708) 496-6010
Not Applicable
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
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On April 1, 1999, the Registrant issued a Press Release relating to the sale
of its wholly-owned subsidiary, On-Line Financial Services, Inc. of Oak Brook,
Illinois, to GFS Holdings, Inc., of Palm Beach Gardens, Florida ("Purchaser").
Under the terms of the transaction, the Registrant received $11.3 million in
cash and Preferred Stock in exchange for all of the outstanding stock of On-
Line. $6.7 million in cash was tendered by the Purchaser at closing, together
with 4,600 shares of GFS Holdings Co. Series B Preferred Stock, valued at $4.6
million. The Preferred Stock, par value $.01, pays Registrant a semi-annual
dividend at the rate of 7.625%. Mandatory redemption of up to 1,400 shares
will be made subject to completion of certain matters prior to redemptions on
each of July 31, 1999, January 31, 2000 and July 31, 2000. An additional
redemption of up to 3,200 shares is available on April 30, 2000, subject to
obtaining certain financial objectives. All shares will be redeemed, to the
extent not redeemed earlier, on March 31, 2006.
A copy of the Press Release distributed April 1, 1999 is attached as
Exhibit 99.
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Item 7. Final Statements, Pro Forma Final Information and Exhibits.
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(c) Exhibits
Exhibit 99. Press Release dated April 1, 1999.
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.
Date: April 8, 1999 Argo Bancorp, Inc.
By: /s/ Frances M. Pitts
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Frances M. Pitts
Executive Vice President and
Corporate Counsel
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FOR IMMEDIATE RELEASE
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For: Argo(R) Bancorp, Inc.
7600 West 63rd Street
Summit, Illinois 60501
Contact: John G. Yedinak
President and Chief Executive Officer
(708) 496-7176
Argo(R) Bancorp, Inc. Announces Sale of On-Line Financial Services, Inc.
Summit, Illinois, April 1, 1999. Argo(R) Bancorp, Inc. ("Company"), the holding
company for Argo(R) Federal Savings Bank, FSB, and On-Line Financial Services,
Inc. ("On-Line"), an Oak Brook, Illinois based computer service bureau serving
bank and thrift clients, announced today it has completed the sale of all
outstanding shares of On-Line, to GFS Holdings Co. ("GFS Holdings"). The
transaction was effective as of close of business March 31, with the purchase
price paid in cash and preferred stock, totaling $11.3 million.
On-Line provides core account processing and networking services for
approximately 70 community banks and thrifts in a six state area of the Midwest.
GFS Holdings, headquartered in Palm Beach Gardens, Florida, provides a wide
range of products and services to the financial services industry, including
management and technology planning. GFS Holdings also operates Gateway Financial
Services, Inc. of St. Charles, Missouri ("Gateway"). Gateway, which has
approximately 50 community bank customers in a seven state area that has little
overlap with On-Line, provides products similar to those offered by On-Line, as
well as Item Processing Centers in Lee's Summit, St. Charles and Union,
Missouri, and Cedar Falls, Iowa.
John G. Yedinak, Chairman, President and CEO of Argo(R) Bancorp, Inc. stated, in
making the announcement, "This transaction is consistent with Argo's strategy of
focusing on growth of its core banking business, electronic commerce activities,
and expanding its position in the technology arena. I have every confidence that
our valuable On-Line customers will be well served by the capable management
team at GFS Holdings".
Confirming these comments, GFS Holdings President and CEO Philip Weintraub
stated "We are very pleased to have completed this acquisition, which represents
the second major step toward our goal of being one of the premier providers of
financial services to community banks and thrifts. We see this acquisition as
complementary to our existing operations at Gateway. By combining the respective
strengths of both companies with the additional financial and technological
resources GFS Holdings brings to the table, we expect to continue the highest
level of customer service into the next century."
The Company retains its ownership of Argo(R) Federal Savings Bank, FSB, which
conducts business as a traditional savings and loan association from five
locations in Chicago and Southwestern Cook County.
