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) July 31, 1997
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COVEST BANCSHARES, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 0-20160 36-3820609
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(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation)
749 Lee Street, Des Plaines, Illinois 60016
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (847) 294-6500
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Item 5. Other Events
On Wednesday, July 30, 1997, the Company issued a press release
pertaining to the adoption of a Shareholders' Rights Plan.
The text of the press release is attached hereto as Exhibit 99.1.
Dated: July 30, 1997
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.
Dated: July 30, 1997 COVEST BANCSHARES, INC.
By: /S/ Larry G. Gillie
Name: Larry G. Gillie
Title: President &
Chief Executive Officer
By:/s/ Paul A. Larsen
Name: Paul A. Larsen
Title: Senior Vice President &
Chief Financial Officer
Item 7 EXHIBIT 99.1
COVEST BANCSHARES, INC. ADOPTS SHAREHOLDERS' RIGHTS PLAN
DES PLAINES, IL, July 30, 1997 - CoVest Bancshares, Inc.
(Nasdaq/COVB), the parent company of CoVest Banc, announced today that it
has adopted a Shareholders' Rights Plan. The Plan is intended to
discourage persons, groups and entities from acquiring large stakes in
CoVest or making a tender offer without first discussing their
intentions with CoVest's Board of Directors.
The Plan provides for the distribution of one Right on August 25,
1997, for each share of CoVest's outstanding common stock as of
August 11, 1997. The Rights have no immediate economic value to
shareholders because they cannot be exercised unless and until a person,
group or entity acquires 15% or more of CoVest's common stock or announces a
tender offer. The Plan also permits CoVest's Board of Directors to
redeem the Rights for one cent each under various circumstances.
In general, the Rights Plan provides that if a person, group or
entity acquires a 15% or larger stake in CoVest or announces a tender
offer, and CoVest's Board chooses not to redeem the Rights, all holders
of Rights, other than the 15% shareholder or the tender offeror, will be
able to purchase a certain amount of CoVest's common stock for half of
its market price.
Larry G. Gillie, CoVest's President, said "The Rights Plan
was adopted simply as a precautionary measure to better position
CoVest's shareholders to realize the long term value of their
investment, and to provide an additional level of protection against
coercive or abusive tactics. Studies have shown that Rights Plans can
enhance shareholder value in a variety of ways. That is why hundreds of
publicly-held companies have adopted them."
Gillie also said that the Rights Plan was not adopted in response
to any specific event or circumstance. The Rights will expire no later
than ten years from the date of the Plan's adoption. The creation of
the Rights is not a taxable event for CoVest's shareholders.
As of June 30, 1997, CoVest Bancshares, Inc. had consolidated assets of
$536.4 million. The bank operates three full-service offices in
Arlington Heights, Des Plaines and Schaumburg.
