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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
North Bancshares, Inc.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
657467-10-6
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(CUSIP Number)
Joseph A. Graber, 100 W. North Avenue, Chicago, Illinois 60610
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
April 24, 1998
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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 Sections 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box __.
*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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SCHEDULE 13D
CUSIP No. 657467-10-6 Page 2 of 9
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1. NAME OF REPORTING PERSON
S.S. OR IRS IDENTIFICATION NO OF ABOVE PERSON
Joseph A. Graber ###-##-####
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(A)
(B) X
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
PF
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e). __
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF 7. SOLE VOTING POWER
27,831 See Item 5 Below
SHARES ------------------------------------------------
8. SHARED VOTING POWER
BENEFICIALLY 37,306 See Item 5 Below
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OWNED BY 9. SOLE DISPOSITIVE POWER
27,831 See Item 5 Below
EACH REPORTING ------------------------------------------------
10. SHARED DISPOSITIVE POWER
PERSON WITH 35,806 See Item 5 Below
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11. AGGREGATE AMOUNT OF BENEFICIALLY OWNED BY EACH REPORTING PERSON
65,138 See Items 3 and 5 below
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* X See Item 3 Below
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.01%
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14. TYPE OF REPORTING PERSON
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
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SCHEDULE 13D
CUSIP No. 657467-10-6 Page 3 of 9
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1. NAME OF REPORTING PERSON
S.S. OR IRS IDENTIFICATION NO OF ABOVE PERSON
Judith E. Alexander ###-##-####
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(A)
(B) X
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
PF
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e). __
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF 7. SOLE VOTING POWER
-0-
SHARES ------------------------------------------------
8. SHARED VOTING POWER
BENEFICIALLY 35,806 See Item 5 Below
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OWNED BY 9. SOLE DISPOSITIVE POWER
-0-
EACH REPORTING ------------------------------------------------
10. SHARED DISPOSITIVE POWER
PERSON WITH 35,806 See Item 5 Below
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11. AGGREGATE AMOUNT OF BENEFICIALLY OWNED BY EACH REPORTING PERSON
35,806 See Items 3 and 5 below
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* X See Item 3 Below
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.01%
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14. TYPE OF REPORTING PERSON
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
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Item 1. Security and Issuer
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The class of equity securities to which this statement relates is
the common stock, par value $.01 per share (the "Common Stock"), of
North Bancshares, Inc. ("North Bancshares" or the "Company"), a Delaware
chartered savings and loan holding company with its main
office located at 100 West North Avenue, Chicago, Illinois 60610.
The Company stock was split three-for-two, effected in the form of
a 50% stock dividend, on December 29, 1997. All share and price
information have been adjusted to reflect the stock split.
Item 2. Identity and Background
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The name and business address of the persons filing this statement
are Joseph A. Graber and his wife, Judith E. Alexander, 100 West North
Avenue, Chicago, Illinois 60610. Mr. Graber is President and Chief
Operating Officer and a director of North Bancshares and its subsidiary,
North Federal Savings Bank ("North Federal") at the address stated
above. Ms. Alexander is a full-time student. During the last five
years, neither Mr. Graber nor Ms. Alexander has been convicted in a
criminal proceeding, or been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction which resulted in he or
she being subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
Mr. Graber and Ms. Alexander are citizens of the United States of
America.
Item 3. Source and Amount of Funds or Other Consideration
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On December 21, 1993, Mr. Graber and Ms. Alexander acquired 30,478
shares of North Bancshares Common Stock in connection with the initial
public offering of North Bancshares Common Stock for an aggregate
purchase price of $203,190.00. Of the shares acquired, 21,478 were held
by Mr. Graber individually, 1,755 shares of which were held by Mr.
Graber through his self-directed IRA for which Delaware Charter
Guarantee and Trust acts as Trustee, 224 shares were held by Mr. Graber
through his self directed Keogh plan for which Mr. Graber acts as
Trustee, 7,500 of the shares were held individually by Ms. Alexander,
and 1,500 of which were held by Mr. Graber jointly with other family
members. These purchases were made with personal funds.
Since the initial public offering, Mr. Graber and Ms. Alexander
have acquired an additional 1,675 shares in their joint account. Mr.
Graber has acquired an additional 1,124 shares for his Self-Directed IRA
account and an additional 947 shares for his Self-Directed Keogh Plan.
In addition, as of December 21, 1993, an award representing 8,331
shares of Common Stock was granted to Mr. Graber under North Bancshares'
Management Recognition and Retention Plan (the "RRP"). Shares of Common
Stock covered by the award to Mr. Graber under the RRP have fully
vested.
In addition, on December 21, 1993 an incentive stock option to
purchase 12,496 shares of Common Stock at $6.67 per share was granted to
Mr. Graber pursuant to North Bancshares' 1993 Stock Option and Incentive
Plan (the "Stock Option Plan"), which was ratified by the shareholders
at the First Annual Meeting of Shareholders held on April 27, 1994. On
February 17, 1995, Mr. Graber received a grant of an additional 2,504
incentive stock options at $7.75 per share.<PAGE>
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Since December 21, 1993, Mr. Graber has been allocated 8,781
shares under North Federal's Employee Stock Ownership Plan (the "ESOP"),
as of the latest ESOP plan statement, dated December 31, 1997.
On April 22nd and 23rd, 1998 Mr. Graber and Ms. Alexander purchased
465 shares of the Company's stock. As a result of the purchase and an
on-going stock repurchase program initiated by the Company, Mr. Graber
and Ms. Alexander now own in excess of five percent of North Bancshares,
Inc. Common Stock.
The amount disclosed above includes 1,500 shares held by other
family members who do not live in the Grabers' household, as to which
Mr. Graber and Ms. Alexander expressly disclaim beneficial ownership.
Item 4. Purpose of Transaction
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All of the shares purchased or acquired by Mr. Graber and Ms.
Alexander were acquired for investment. Mr. Graber and Ms. Alexander
may, from time to time, depending upon market conditions and other
investment considerations, purchase additional shares of North
Bancshares Common Stock for investment or dispose of shares of North
Bancshares Common Stock. Mr. Graber, as President and a Director of
North Bancshares, Inc. regularly explores potential actions and
transactions which may be advantageous to North Bancshares, including
possible mergers, acquisitions, reorganizations or other material
changes in the business, corporate structure, management, policies
governing investments, securities or regulatory or reporting obligations
of North Bancshares.
Except as noted above with respect to Mr. Graber's activities on
behalf of North Bancshares, Mr. Graber and Ms. Alexander have no plans
or proposals which relate to or would result in:
(a) the acquisition by any person of additional securities of
North Bancshares, or the disposition of securities by North Bancshares;
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving North Bancshares or any of its
subsidiaries;
(c) a sale or transfer of material amount of assets of North
Bancshares or any of its subsidiaries;
(d) any change in the present Board of Directors or management
of North Bancshares, including any plans or proposals to change the
number or term of directors or to fill any existing vacancies on the
Board;
(e) any material change in the present capitalization or dividend
policy of North Bancshares;
(f) any other material change in North Bancshares's business or
corporate structure;
(g) changes in North Bancshares' certificate of incorporation or
bylaws or other actions which may impede the acquisition of control of
North Bancshares by any person;
(h) a class of equity securities of North Bancshares becoming
eligible for termination of registration pursuant to Section 12(g)(4) of
the Securities Exchange Act of 1934; or
(i) any action similar to any of those enumerated above.
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Item 5. Interest in Securities of the Issuer
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Mr. Graber and Ms. Alexander own beneficially an aggregate of
65,138 shares of North Bancshares Common Stock, constituting 5.01% of
the number of shares of Common Stock outstanding on the date hereof. Of
the 65,138 shares owned beneficially by Mr. Graber and Ms. Alexander:
(i) Mr. Graber reported sole voting and investment power with respect to
27,831 shares (2.14% of the outstanding shares) held by him (including
4,050 shares held through his self-directed IRA and Keogh accounts), and
15,000 shares which Mr. Graber may acquire pursuant to the exercise of
stock options granted pursuant to the Stock Option Plan, which options
are currently exercisable, (ii) Mr. Graber reports sole voting power
with respect to 8,781 shares which have been allocated to his Employee
Stock Ownership account; and (iii) Mr. Graber and Ms. Alexander share
voting and investment power with respect to 35,806 shares which they own
jointly.
In addition, pursuant to applicable Securities and Exchange
Commission rules, Mr. Graber and Ms. Alexander may be deemed to
beneficially own the shares held by each other.
Except as described herein, neither Mr. Graber nor Ms. Alexander
has effected any transactions in the Common Stock of North Bancshares,
Inc. within the past sixty days.
Except as stated above, no other person is known to have the right
to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the shares held by Mr. Graber and Ms.
Alexander.
Item 6. Contracts, Arrangements, Understandings or Relationship with
the Respect to Securities of the Issuer
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Other than the agreement regarding joint filing, there are no
contracts, arrangements, understandings or relationships (legal or
otherwise) between Mr. Graber and Ms. Alexander and any other person
with respect to any securities of North Bancshares, including but not
limited to, transfer or voting of any of such securities, finder's fees,
joint ventures, loan or option arrangements, put or calls, guarantees of
profits, divisions of profits or loss, or the giving or withholding of
proxies. None of the North Bancshares Common Stock beneficially owned
by Mr. Graber and Ms. Alexander is pledged or otherwise subject to a
contingency the occurrence of which would give another person voting
power or investment power over such shares, except for the pledge of
54,926 shares of North Bancshares Common Stock by Mr. Graber and Ms.
Alexander pursuant to a margin loan secured by a brokerage account which
contains such shares along with other securities. Mr. Graber and Ms.
Alexander may borrow up to 50% of the value of all securities in the
account at a particular time.
Item 7. Material to be Filed as Exhibits
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1. Agreement regarding joint filing.
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SIGNATURES
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.
/s/ Joseph A. Graber
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Joseph A. Graber
Date: May 4, 1998
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/s/ Judith E. Alexander
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Judith E. Alexander
Date: May 4, 1998
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EXHIBIT
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May 4, 1998
Joseph A. Graber
North Bancshares, Inc.
100 W. North Avenue
Chicago, Illinois 60610
Dear Mr. Graber:
This letter hereby confirms the agreement and understanding
between you and the undersigned that the Schedule 13D being filed on or
about this date is being filed by the two of us as a group.
Very truly yours,
/S/ Judith E. Alexander
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Judith E. Alexander
CONFIRMED AND AGREED TO:
/S/ Joseph A. Graber
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Joseph A. Graber
