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SCHEDULE 13D
(RULE 13d-101)
Information to be Included in Statements Filed Pursuant to Rule 13d-1(a) and
Amendments Thereto Filed Pursuant to Rule 13d-2(a)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
ST. FRANCIS CAPITAL CORPORATION
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(Name of Issuer)
Common Stock, $0.01 Par Value
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(Title of Class of Securities)
789374 10 5
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(CUSIP Number)
Thomas R. Perz
13400 Bishops Lane, #350, Brookfield, Wisconsin 53005
(414) 486-8700
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
September 30, 2000
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box / /.
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule
13d-7(b) for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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CUSIP NO. 789374 10 5
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1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
THOMAS R. PERZ
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
PF,SC
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA
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7 SOLE VOTING POWER
NUMBER OF
452,047
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
34,806
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
452,047
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
34,806
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
486,853
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2%
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14 TYPE OF REPORTING PERSON (See Instructions)
IN
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ITEM 1. SECURITY AND ISSUER
This statement relates to shares of common stock, $0.01 par value per
share ("Common Stock"), of St. Francis Capital Corporation (the "Issuer"). The
principal executive officers of the Issuer are Thomas R. Perz, President and
Chief Executive Officer, Jon D. Sorenson, Chief Financial Officer, and the
following Executive Vice Presidents: Judith M. Gauvin, William T. Hotz and
William T. James. The Issuer's address is 13400 Bishops Lane, #350, Brookfield,
Wisconsin 53005-6203.
ITEM 2. IDENTITY AND BACKGROUND
(a) Thomas R. Perz;
(b) 13400 Bishops Lane, #350, Brookfield, Wisconsin 53005-6203;
(c) President and Chief Executive Officer, St. Francis Capital
Corporation and St. Francis Bank (a wholly owned subsidiary of
the Issuer), 13400 Bishops Lane, #350, Brookfield, Wisconsin
53005-6203;
(d) N/A;
(e) N/A; and
(f) United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The sources of funds for the acquisition 486,853 shares of Common Stock
by Thomas R. Perz are as follows:
<TABLE>
<CAPTION>
NUMBER OF SHARES AMOUNT OF FUNDS SOURCE OF FUNDS
---------------- --------------- ---------------
<S> <C> <C>
389,320 -- PF*
19,614 -- SC**
77,919 -- SC***
</TABLE>
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* The reporting person acquired (directly or indirectly) 389,320
shares of Common Stock in the Company's initial public
offering of the Common Stock in 1993 at $10.00 per share and
at other various dates and at various prices prior to the date
hereof. The shares indicated above also represent shares
acquired pursuant to a 2-for-1 stock split declared by the
Company on April 19, 1999.
** The reporting person also beneficially owns 19,614 shares of
Common Stock pursuant to the St. Francis Bank Employee Stock
Ownership Plan acquired by the ESOP Trustee at various dates
and at various prices prior to the date hereof.
*** The reporting person was awarded options to purchase 294,734
shares of Common Stock under St. Francis Capital
Corporation's Stock Option Plans , of which options for 20,000
shares were exercised on August 24, 1999 and of which 77,919
shares of Common Stock may be acquired by Thomas R. Perz by
exercising such options within 60 days of the date hereof.
ITEM 4. PURPOSE OF TRANSACTION
The reporting person became a greater-than-5% holder of Common Stock
due to repurchases of Common Stock by the Issuer and the vesting of options
previously granted to the reporting person effective as of September 30, 2000.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Aggregate Number: 486,853
Percentage of Class: 5.2%
(b) Sole Voting Power: 452,047
Shared Voting Power: 34,806*
Sole Dispositive Power: 452,047
Shared Dispositive Power: 34,806*
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* The 34,806 shares of Common Stock, in which the reporting
person has a beneficial interest, are held by the reporting
person's spouse or children who are minors or who share his
address or in trust where the reporting person is a
beneficiary or has control over the trust assets as a trustee
or otherwise.
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(c) N/A;
(d) N/A;
(e) N/A.
ITEM 6. CONTACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Thomas R. Perz was awarded options to purchase 274,734 shares of Common
Stock under the Incentive Plan. Options awarded under the Incentive Plan are
subject to the following vesting schedule:
<TABLE>
<S> <C>
06/18/99 20,000
06/18/00 186
09/30/97 5,000
09/30/98 26,000
09/30/99 33,333
09/30/02 35,667*
09/30/06 100,000*
10/01/06 74,548*
------
274,734
</TABLE>
* Unless vesting for these performance-based options is accelerated
sooner pursuant to the terms of the Company's Stock Option Plans.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
N/A
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: December 1, 2000
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Signature: /s/ Thomas R. Perz
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Name/Title: Thomas R. Perz, President and Chief Executive Officer of
St. Francis Capital Corporation
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The original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative (other than an
executive officer or general partner of this filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SE U.S.C. 1001).