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As filed with the Securities and Exchange Commission on April 2, 1999
Registration No. 333-64621-02
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Post-Effective Amendment No. 2
to
Form S-4
Registration Statement
Under The Securities Act of 1933
--------------------
ST. FRANCIS CAPITAL CORPORATION
(Exact name of Registrant as Specified in its Charter)
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<S> <C> <C>
WISCONSIN 6711 39-1747461
- ------------------------------- ----------------- ----------------
(State or other jurisdiction of (Primary Standard (I.R.S. Employer
incorporation or organization) Industrial Classification Code Number) Identification No.)
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13400 BISHOPS LANE, SUITE 350
BROOKFIELD, WISCONSIN 53005-6203
(414) 486-8700
(Address, including Zip Code, and Telephone Number,
including Area Code, of Registrant's Principal Executive Offices)
THOMAS R. PERZ, PRESIDENT
AND CHIEF EXECUTIVE OFFICER
ST. FRANCIS CAPITAL CORPORATION
13400 BISHOPS LANE, SUITE 350
BROOKFIELD, WISCONSIN 53005-6203
(414) 486-8700
- --------------------------------------------------------------------------------
(Name, Address, including Zip Code, and Telephone Number, including Area Code,
of Agent for Service)
Copies to:
TERESA M. LEVY, ESQ.
MICHAEL BEST & FRIEDRICH LLP
100 EAST WISCONSIN AVENUE
SUITE 3300
MILWAUKEE, WISCONSIN 53202
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No exhibits with this filing.
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EXPLANATORY NOTE
On December 8, 1998, the Registration Statement on Form S-4 of St.
Francis Capital Corporation, a Wisconsin corporation (the "Company"),
Registration No. 333-64621 (the "Registration Statement"), was declared
effective by the Securities and Exchange Commission. Pursuant to such
Registration Statement, the Company registered 740,022 shares of common stock,
$0.01 par value per share, of the Company ("Common Stock") and Associated Rights
to purchase shares of the Company's Series A Junior Participating Preferred
Stock in connection with the merger of Reliance Bancshares, Inc., a Wisconsin
corporation ("Reliance"), with and into the Company (the "Merger"), with the
Company as the surviving corporation. The exact number of shares to be issued
was to be determined in accordance with the Agreement and Plan of
Reorganization, dated June 30, 1998, by and between the Company and Reliance. Of
the 740,022 shares of Common Stock registered on the Registration Statement,
367,282 shares were issued to holders of common stock, $1.00 par value per
share, of Reliance ("Reliance Common Stock") in connection with the Merger and
62,024 shares of Common Stock were registered pursuant to Post-Effective
Amendment No. 1 on Form S-8 to the Registration Statement.
In accordance with Item (22)(a) in Part II of the Registration
Statement relating to certain undertakings, the Company hereby files this
Post-Effective Amendment No. 2 to the Registration Statement to remove from
registration by means of a post-effective amendment 310,716 shares of the
securities registered thereunder. The number of shares of Common Stock
registered under the Registration Statement was an estimate of the maximum
number of shares necessary to exchange shares of Reliance Common Stock into
shares of Common Stock. The exact number of shares of Common Stock necessary for
such exchange could not be determined at the time of the filing of the
Registration Statement because the exchange ratio was based upon the market
price of Common Stock for the ten consecutive trading days ending on the fifth
business day before the closing date of the Merger, which was well after the
filing and effectiveness of the Registration Statement.
Consequently, the Company hereby deregisters 310,716 shares of Common
Stock not issued in connection with the Merger.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
St. Francis Capital Corporation has duly caused this Post-Effective Amendment
No. 2 to the Registration Statement on Form S-4 to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Brookfield, State of
Wisconsin on March 31, 1999.
ST. FRANCIS CAPITAL CORPORATION
By: /s/ Thomas R. Perz
--------------------------------
Thomas R. Perz, President and
Chief Executive Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATE INDICATED.
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SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ Thomas R. Perz President, Chief Executive
- ------------------------------- Officer and Director (Principal
Thomas R. Perz Executive and Operating Officer)
/s/ Jon D. Sorenson* Chief Financial Officer and
- ------------------------------- Treasurer (Principal Financial
Jon D. Sorenson and Accounting Officer)
/s/ John C. Schlosser* Chairman of the Board and
- ------------------------------- Director
John C. Schlosser
/s/ David J. Drury* Director
- -------------------------------
David J. Drury
/s/ Rudolph T. Hoppe* Director
- -------------------------------
Rudolph T. Hoppe
March 31, 1999
/s/ Edward W. Mentzer* Director
- -------------------------------
Edward W. Mentzer
/s/ Jeffrey A. Reigle* Director
- -------------------------------
Jeffrey A. Reigle
/s/ Julia H. Taylor* Director
- -------------------------------
Julia H. Taylor
/s/ Edmund O. Templeton* Director
- -------------------------------
Edmund O. Templeton
* By: /s/ Thomas R. Perz
--------------------------------
Thomas R. Perz, Attorney-in-fact
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