<PAGE> 1
As filed with the Securities and Exchange Commission on June 17, 1996
Registration No. 33-
- ------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
__________________
STANDARD FINANCIAL, INC.
(Exact name of Registrant as specified in its charter)
Delaware 36-3941870
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
__________________
800 Burr Ridge Parkway
Burr Ridge, Illinois 60521
(708) 986-4900
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
__________________
Randall R. Schwartz, Esq.
Vice President and General Counsel
Standard Financial, Inc.
800 Burr Ridge Parkway
Burr Ridge, Illinois 60521
(708) 986-4900
(Name, address, including zip code, and telephone number, including area
code,of agent for service)
With copies to:
John E. Freechack, Esq.
Douglas J. Tucker, Esq.
Barack, Ferrazzano, Kirschbaum & Perlman
333 West Wacker Drive, Suite 2700
Chicago, Illinois 60606
(312) 984-3100
Approximate date of commencement of proposed sale to the public: As soon
as practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered
pursuant to dividend or interest reinvestment plans, please check the following
box: _X_
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box: ___
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==================================================================================================================
<S> <C> <C> <C> <C>
| | Proposed Maximum | Proposed Maximum |
Title of Each Class | Amount to be | Offering Price | Aggregate | Amount of
of Securities to be Registered | Registered | per Share (2) |Offering Price (2) | Registration Fee
- ----------------------------------|----------------|--------------------|-------------------|---------------------
Common Stock, $0.01 Par Value | 300,000 Shares | $15.25 | $4,575,000 | $1,578.00
==================================================================================================================
</TABLE>
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the
"Act"), this Registration Statement also registers such indeterminate number of
additional shares as may be issuable under the Plan in connection with share
splits, share dividends or similar transactions.
(2) Estimated pursuant to Rule 457(c) under the Act solely for the purpose of
calculating the registration fee and based, in accordance with Rule 457(c),
upon the average of the high and low prices of the shares of the Registrant's
Common Stock as reported on The Nasdaq Stock Market on June 10, 1996.
<PAGE> 2
SFI
------------------------
STANDARD FINANCIAL, INC.
[LOGO]
300,000 Shares
Common Stock, Par Value $0.01 Per Share
------------------
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
------------------
The Dividend Reinvestment and Stock Purchase Plan (the "Plan") described
herein offers the holders of common stock, par value $0.01 per share ("Common
Stock"), of Standard Financial, Inc. (the "Company") a simple and convenient
method of automatically purchasing additional shares of Common Stock.
Stockholders of the Company who participate in the Plan ("Participants") will
have the cash dividends paid on their shares of Common Stock automatically
reinvested in shares of Common Stock. Participation may be with regard to the
full number of shares of Common Stock held or any partial number of shares
held. Participants may also make optional cash purchases in amounts of at
least $25 per month; provided, however, that the aggregate amount of additional
cash purchases may not exceed $5,000 per calendar quarter for each Participant
account.
This Prospectus relates to 300,000 authorized and unissued or treasury
shares of Common Stock of the Company registered for sale under the Plan,
together with any additional shares resulting from any stock splits, dividends,
recapitalizations or similar transactions. Shares of Common Stock acquired for
the Plan will generally be purchased in the open market or through privately
negotiated transactions, but may also be purchased from the Company directly.
The purchase price of shares purchased in the open market or in negotiated
transactions will be the average price per share paid for all of the shares
purchased for the Plan with the proceeds of a single dividend and/or additional
amounts received from all Participants for a single additional purchase. The
purchase price of shares purchased from the Company will be the fair market
value per share, as further described herein, on the date of the purchase.
Stockholders who do not elect to participate in the Plan will continue to
receive dividends, as declared and paid, by check or advice of credit.
Participants will have their dividends, as declared and paid, automatically
reinvested as further described herein.
It is suggested that this Prospectus be retained for future reference.
--------------------
THE SHARES OF COMMON STOCK OFFERED HEREBY ARE NOT SAVINGS ACCOUNTS
OR SAVINGS DEPOSITS AND ARE NOT INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.
--------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRE-
SENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
---------------------
The date of this Prospectus is June 15, 1996
<PAGE> 3
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy and information statements and other information
with the Securities and Exchange Commission (the "Commission"). Such reports,
proxy statements and other information concerning the Company can be inspected
and copied at the public reference facilities of the Commission at 450 Fifth
Street, N.W., Room 1024, Washington, D.C. 20549, as well as the Commission's
Regional Offices at 500 West Madison Street, Suite 1400, Chicago, Illinois
60661 and 75 Park Place, Room 1400, New York, New York 10007. Copies of such
material can be obtained at prescribed rates from the Public Reference Section
of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549.
The Company has filed with the Commission a registration statement on Form
S-3 (herein, together with all amendments and exhibits, referred to as the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to the Common Stock being offered pursuant to
this Prospectus. This Prospectus does not contain all the information set
forth in the Registration Statement, certain parts of which are omitted in
accordance with the rules and regulations of the Commission. For further
information with respect to the Company and the Common Stock offered hereby,
reference is made to the Registration Statement, including the exhibits thereto
and documents incorporated by reference. Statements contained in this
Prospectus concerning the provisions of such documents are necessarily
summaries of such documents and each such statement is qualified in its
entirety by reference to the copy of the applicable document filed with the
Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents previously or concurrently filed by the Company
with the Commission are hereby incorporated by reference:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1995 (File No. 0-24082), filed with the Commission
on April 1, 1996.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the fiscal year covered by the
Form 10-K referred to in (a) above.
(c) The description of the Company's Common Stock, par value $0.01
per share, contained in Item 1 of the Company's Registration
Statement on Form 8-A (File No. 0-24082), originally filed with the
Commission on May 9, 1994, and all amendments or reports filed for the
purpose of updating such description.
The Company will provide, without charge, upon written or oral request, to
each person to whom a copy of this Prospectus is delivered, a copy of any
document incorporated by reference herein (other than exhibits to such
document, unless such exhibits are specifically incorporated by reference into
the information that this Prospectus incorporates). Requests for such copies
should be directed to: Mr. Thomas M. Ryan, Executive Vice President and Chief
Financial and Operating Officer, Standard Financial, Inc., 800 Burr Ridge
Parkway, Burr Ridge, Illinois 60521; telephone number (708) 986-4900.
All documents filed by the Company after the date of this Prospectus
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, and prior
to the termination of this offering, shall be deemed to be incorporated herein
by reference and to be a part hereof from the date of such documents. Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statements as
modified or superseded shall be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
2
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THE COMPANY
The Company is a thrift holding company engaged in a full service
community banking business through a wholly owned subsidiary, Standard Federal
Bank for savings, Chicago, Illinois (the "Bank"). The Bank's primary market
area is Chicago, Illinois, and its surrounding communities. In addition to
engaging in banking activities, the Company engages in certain other banking
and non-banking activities through additional subsidiaries which provide
mortgage, insurance and other related services (collectively with the Bank, the
"Subsidiaries").
The authorized capital stock of the Company presently consists of
25,000,000 shares of Common Stock and 1,000,000 shares of preferred stock,
$0.01 par value per share ("Preferred Stock"). As of May 31, 1996, the Company
had issued and outstanding 16,558,214 shares of Common Stock and no shares of
Preferred Stock.
THE DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
The following question and answer format constitutes the Plan. The Plan
is supplemented by the Stockholder Investment Services Agreement (the
"Agreement") which will exist between Participants and Harris Trust and Savings
Bank, Chicago, Illinois, which will administer the Plan (the "Agent"). The
Agreement is included as Exhibit A to this Prospectus. Included with this
Prospectus is a Stockholder Authorization Card, together with a pre-addressed,
postage-paid envelope, to be used by holders of Common Stock who wish to
participate in the Plan.
1. What is the purpose of the Plan?
The purpose of the Plan is to provide participating stockholders with a
simple and convenient method of investing cash dividends paid by the
Company on its shares of Common Stock into additional shares of Common Stock.
The Agent will generally purchase shares of Common Stock in the open market or
in negotiated transactions, but the Agent may also purchase authorized but
unissued or treasury shares of Common Stock directly from the Company. The
Company will not receive any funds from the purchases of shares of Common Stock
made by the Plan in the open market or through privately negotiated
transactions. If authorized but unissued shares or treasury shares of Common
Stock are purchased from the Company for use in the Plan, the Company will
apply the proceeds to general corporate purposes.
2. Who is eligible to participate?
All holders of record of the Company's Common Stock ("Stockholders") are
eligible to participate in the Plan. Stockholders whose shares are
registered in names other than their own (for instance, in the name of a broker
or bank nominee) must either become holders of record by having their shares
transferred into their own names, or must instruct their broker or nominee to
act for them with respect to becoming a Participant and for any elections to be
made under the Plan. Stockholders with questions regarding their eligibility
to participate in the Plan should contact the Agent at the address provided in
Question 4.
3. What are the advantages of the Plan?
Participants in the Plan will gain the following advantages:
* the ability to purchase additional shares of Common Stock
automatically with no additional action required;
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* reinvestment of dividends through the purchase of shares of Common
Stock without the payment of any brokerage commissions;
* full investment use of funds because the Plan is able to credit
accounts with fractional shares; and
* the avoidance of cumbersome safekeeping and record-keeping costs due
to the custodial service and reporting which are provided as part of
the Plan.
4. Who administers the Plan for Participants?
Harris Trust and Savings Bank, Chicago, Illinois, administers the Plan for
the Company, serves as Agent for Participants, keeps records, sends
statements of account to Participants and performs other duties related to the
Plan. Shares of Common Stock purchased under the Plan will be registered in
the name of the Agent (or its nominee) and credited to the account of
individual Participants. All communications to the Agent regarding the Plan
should be addressed to: Harris Trust and Savings Bank, P.O. Box A3309,
Chicago, Illinois 60690.
5. How does a Stockholder participate?
A Stockholder may join the Plan at any time by completing and signing the
Stockholder Authorization Card and returning it to the Agent. Additional
Stockholder Authorization Cards and pre-addressed, postage-paid return
envelopes may be obtained by writing to the Agent.
6. What are the features under the Plan?
Participants may elect the full dividend reinvestment option or the
partial dividend reinvestment option; which provide for the right:
* To make full reinvestments --
Reinvest dividends on all certificated shares of Common Stock then or
subsequently held, and reinvest dividends paid on all shares of Common Stock
held or subsequently held by the Plan.
* To make partial dividend reinvestments only --
Reinvest dividends on a specified portion of the certificated shares
of Common Stock then or subsequently held and receive the cash dividend on
non-participating shares then or subsequently held, and reinvest dividends
paid on all non-certificated shares of Common Stock held or subsequently held
by the Plan.
Under either option, the Agent will automatically reinvest all dividends
paid on shares of Common Stock held by the Plan until participation with
respect to these shares is terminated. For information regarding the
termination of participation, see Question 21. The Stockholder Authorization
Card allows Stockholders to indicate how they wish to participate in the Plan
by checking the appropriate box.
Participants may also send optional cash payments in minimum monthly
amounts of $25 to the Agent to be used by the Agent to purchase additional
shares of Common Stock for the Participant's Account (see Questions 24-27), and
may send to the Agent for safekeeping any certificated shares of Common Stock
which they currently hold or subsequently acquire provided the shares sent to
the Agent for safekeeping are participating in the Plan, i.e., the respective
Stockholder has elected to have the dividends on such shares reinvested through
the Plan (see Question 16). Additional cash purchases may not exceed an
aggregate of $5,000 per quarter per Participant account.
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7. When may a Stockholder join the Plan?
A Stockholder may join the Plan at any time. If the Agent receives a
Participant's Stockholder Authorization Card on or before the record date
established for a particular dividend, reinvestment will commence with that
dividend. The Company expects to pay dividends on Common Stock quarterly on or
about the 15th day of February, May, August and November (or, if not a business
day, the business day immediately preceding the 15th of such month), with the
corresponding dividend record dates typically falling on the last day of the
prior month (or, if not a business day, the business day immediately preceding
the last day of such month). If the Stockholder Authorization Card is received
after the record date established for a particular dividend, then the
reinvestment of dividends will not begin until the next dividend payment date.
For example, in the case of an August dividend with a declared record date of
July 31st, if a Stockholder Authorization Card is received by the Agent on or
before the July 31st dividend record date, the dividend on participating shares
will be fully reinvested. However, if the Stockholder Authorization Card is
received after the dividend record date, reinvestment of dividends will begin
with the dividend paid to holders of record as of the October record date, and
the Stockholder's August dividend check will be sent directly to the
Stockholder. If a Stockholder sends an additional cash payment with his or her
Stockholder Authorization Card, the additional cash payment will be used to
purchase shares on the next practicable purchase date (see Question 24), even
if the Stockholder Authorization Card is received by the Agent after the record
date for the current dividend.
8. How does the reinvestment of dividends work?
The Plan works automatically. Instead of sending dividend payments on
participating shares to Participants, the Company forwards these payments
to the Agent. The Agent will automatically reinvest such funds, reduced by any
required withholding for federal income tax purposes (see Question 20), in
additional shares of Common Stock.
9. When and at what price will shares of Common Stock be purchased under the
Plan?
The Agent will use dividend proceeds and any amounts received from
Participants for additional cash purchases to purchase Common Stock as
soon as practicable (typically within five business days), but in no event
later than 30 days after the payment date of the dividend or receipt of the
additional funds, except where necessary to comply with federal securities
laws. The Agent will generally purchase shares of Common Stock in the open
market, as such market exists, at the then prevailing market price. If shares
are purchased in the open market, it is unlikely that all of the shares
purchased for Participants on any given purchase date will be purchased at the
same price. The price at which the Agent will be deemed to have acquired
shares for each Participant's account will be the average price of all shares
purchased by it, as Agent for all Participants in the Plan, with the proceeds
of a single cash dividend of the Company or with additional amounts received
from Participants on such date. The Agent may also purchase shares directly
from the Company, in which case the purchase price of such shares will be the
fair market value per share on the date of the purchase, as determined by the
average of the closing prices of the Common Stock, as quoted on The Nasdaq
Stock Market, for the five trading days immediately prior to the date of the
purchase. In making purchases for each Participant's account, the Agent may
commingle such Participant's funds with those of other Participants.
10. How many shares of Common Stock will be purchased for Participants?
The number of shares to be purchased depends upon the amount of shares the
Participant has participating in the Plan, the amount of dividends paid on
those shares, as reduced by any withholding for federal income tax purposes
(see Question 20), any additional amounts sent to the Agent for additional
purchases
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and the purchase price of the Common Stock. Each Participant's
account will be credited with the number of shares, including fractions
computed to four decimal places, purchased under the Plan.
11. Are there any expenses to Participants in connection with purchases under
the Plan?
Participants will pay no additional brokerage commissions or other charges
in connection with the purchase of Common Stock under the Plan.
Additionally, there are no charges for other normal transactions under the
Plan, such as the issuance of share certificates or the termination or
modification of participation in the Plan. Participants will, however, pay
brokerage commissions and a service charge of $3.00 per transaction for any
sales of shares made by the Agent for the Participant, including any shares
sold in connection with a request to sell shares for which participation is
being terminated. The Company or the Agent may be able to establish discount
commission rates for Participants, and if so, all such discounts will be passed
on, pro rata, to Participants. The Agent may also charge for additional
services requested by a Participant which are not generally provided under the
Plan.
12. What kind of reports will be sent to Participants?
Following each purchase of shares for a Participant's account, the Agent
will mail to the Participant a statement of account showing the amount
invested, purchase price, number of shares purchased, service charges (which
will generally be zero) and other similar information for the year-to-date.
These statements will be a complete record of each Participant's purchases and
should be retained for income tax and other purposes. In addition, each
Participant will receive copies of all communications sent to record holders of
Common Stock, including the Company's Annual Report to Stockholders, a notice
of the annual meeting, proxy statements and Internal Revenue Service ("IRS")
information for reporting dividend income received.
13. Will dividends paid on the shares of Common Stock held in Participants'
accounts under the Plan be automatically reinvested?
As the record holder for any shares of Common Stock held in Participants'
accounts under the Plan, the Agent will receive dividends paid on all such
shares held by the Plan on the dividend record date, will credit such dividends
to individual Participants' accounts on the basis of full and fractional shares
held and will automatically reinvest such dividends, reduced by any withholding
for federal income tax purposes (see Question 20), in additional shares of
Common Stock.
14. May a Participant change options under the Plan?
A Participant may elect at any time to change his or her level of
participation by requesting and executing a new Stockholder Authorization
Card and returning it to the Agent. Stockholder Authorization Cards may be
obtained by contacting the Agent. Changes in the level of participation will
be effective in the same manner as the initial authorization for participation.
15. Will certificates be issued for shares of Common Stock purchased under the
Plan?
Shares purchased by the Agent for a Participant's account will be
registered in the name of the Agent or its nominee and will be held by the
Agent for safekeeping. This feature protects against loss, theft or
destruction of stock certificates. The number of shares credited to the
account of a Participant under the Plan will be shown on the statement of
account sent to each Participant. Certificates for any shares
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credited to the account of a Participant will be issued within 30 days of
receipt by the Agent of a written request by the Participant. If a
Participant is reinvesting cash dividends with respect to any or all of his
or her certificated shares, no certificates will be issued for the shares
purchased with the dividends paid on such certificated shares unless
certificates are expressly requested. Certificates representing fractional
shares will not be issued under any circumstances.
16. How does the share "safekeeping" service work?
In addition to retaining the shares purchased under the Plan, the Agent
provides a "safekeeping" service under which any certificated shares of
Common Stock sent by a Participant to the Agent for safekeeping are held for
the Participant in a custodial account until certificates are requested. This
safekeeping service is available for certificated shares of Common Stock which
a Stockholder currently owns and for any certificated shares of Common Stock
which a Stockholder subsequently acquires. Stockholders must be Participants
to use the safekeeping service and the service is only available for shares
which are participating in the Plan.
If a Stockholder would like the Agent to hold shares which he or she
currently holds or subsequently acquires, the Stockholder should send the
certificates to the Agent at the address provided in Question 4. There is no
charge for the safekeeping service. Stockholders may at any time request that
certificates be issued for all or a portion of their shares held for
safekeeping by contacting the Agent in writing. Certificates for fractional
shares will not be issued. There is no charge for issuing certificates for
shares held for safekeeping.
17. May a Participant receive certificated shares purchased under the Plan?
A Participant may at any time withdraw all or a portion of the shares
credited to his or her account under the Plan and receive certificates
representing such shares by notifying the Agent in writing that he or she
wishes to withdraw shares and specifying the number of whole shares to be
received. This notice should be mailed to the Agent at the address provided in
Question 4. Certificates for whole shares of Common Stock which are withdrawn
will be registered in the name of and issued to the Participant. In no case
will certificates representing fractional shares be issued.
All future dividends paid on withdrawn shares and on shares remaining in
the Participant's account will continue to be reinvested until five days
after the Agent receives written notice of termination (see Question 21).
18. What happens to any fractional share when a Participant requests
certificated shares from the Plan?
If a Participant's account from which the complete withdrawal of shares is
requested contains a fractional share, a cash payment equal to the current
market price of the Common Stock, as determined by the Agent, multiplied by
such fraction, together with certificates for the whole shares, will be mailed
directly to the Participant.
19. What happens to a Participant's Plan account if all certificated shares of
Common Stock in the Participant's own name are transferred or sold?
If a Participant disposes of all shares of Common Stock for which they
hold certificates or which are held by a broker on their behalf (i.e.,
shares which are not held by the Plan), dividends on all shares of Common Stock
held by the Agent in the Participant's account, including dividends paid on
shares held by
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the Agent for safekeeping, will continue to be reinvested until the Agent is
notified that the Participant wishes to completely or partially terminate his
or her participation in the Plan.
20. What are the federal income tax consequences of participation in the Plan?
The following general information is provided solely for informational
purposes. The information provided in this section or elsewhere in this
document should not be construed as the provision of tax advice by the Company.
Under IRS rulings in connection with similar plans, a Participant will be
treated for federal income tax purposes as having received a dividend on
the dividend payment date equal to the fair market value on the dividend
payment date of the shares purchased with reinvested dividends. The amount of
dividends reinvested will be eligible, in the case of corporate Stockholders,
for any dividends received deduction available under the Internal Revenue Code
of 1986, as amended (the "Code").
If the Participant is not subject to the "backup" withholding of federal
income tax, the full amount of dividends received will be used to purchase
shares under the Plan; however, if the Participant is subject to "backup"
withholding, the amount of federal income tax withheld will reduce the amount
available to purchase shares. Generally, a Participant is subject to "backup"
withholding if: (i) the Participant fails to certify to the Company his or her
social security number and that he or she is not subject to "backup"
withholding; (ii) the IRS notifies the Company that an incorrect number was
furnished; or (iii) the Participant is notified that he or she is subject to
"backup" withholding under Section 3406(a)(1)(C) of the Code. Each
Participant will be required to furnish a Form W-9 to the Agent which
contains the required certifications to have dividends on shares enrolled in
the Plan reinvested without withholding.
In the case of foreign Stockholders, taxable income under the Plan is
subject to federal income tax withholding, and the Agent will make
reinvestments net of the amount of tax required to be withheld. Regular
statements of account confirming purchases made for foreign Participants will
indicate the amounts of tax withheld.
The tax basis of any shares acquired through the Plan will be the fair
market value of such shares on the purchase date plus any commissions or
fees paid in connection with the acquisition of the shares. The holding period
for shares acquired through the Plan will begin on the day after the purchase
date.
A Participant will not realize any taxable income upon receipt of
certificates for whole shares credited to the Participant's account under
the Plan, either upon a request for withdrawal of such shares or upon the
termination of participation in the Plan; however, upon withdrawal from the
Plan, a Participant who receives a cash payment for a fractional share held in
the Participant's account will, if the shares are held as a capital asset,
realize a capital gain or loss, measured by the difference between the amount
of cash received by the Participant and the Participant's basis in the
fractional share (which will generally be equal to the price at which such
fraction was credited to the Participant's account).
For further information as to the tax consequences of participation in the
Plan and sale of shares received under the Plan, Participants should
consult their own tax advisors.
21. How does a Participant terminate participation in the Plan?
Participants may completely or partially discontinue the reinvestment of
their dividends under the Plan at any time by notifying the Agent in
writing to that effect. Notice of complete termination of participation in the
Plan should be sent to the Agent at the address provided in Question 4. To
prevent the reinvestment of dividends in accordance with the Plan, notice of
termination must be received at least five days prior
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to the dividend record date for the next dividend to be paid. Participants
may decrease (or increase) their level of participation in the Plan by
returning to the Agent a properly completed Stockholder Authorization Card on
or before the record date for which the change is to be effective.
22. What happens if the Company has a rights offering, issues a stock dividend
or declares a stock split?
If the Company should make available to its Stockholders warrants to
purchase additional shares or other securities prior to the date on which
the Participant terminates his or her participation in the Plan, the Agent
will, if practicable, sell or direct the sale of the warrants accruing to
shares held in each Participant's account and, after deducting applicable
brokerage commissions, service charges and any required withholding for federal
tax purposes, apply the net proceeds of such sales to the purchase of
additional shares of Common Stock, unless prior to the record date for such
warrants the Participant requests in writing that the Agent distribute to the
Participant in certificate form the shares on which the warrants are being
issued (see Question 17). With respect to any other rights distributed by the
Company which are separate from the underlying shares of Common Stock, or which
become separate from the underlying Common Stock, the Agent will distribute
such rights to the Participant as soon as is practicable.
Any stock dividend or shares resulting from stock splits with respect to
shares held in a Participant's account will be credited to the
Participant's account, and all dividends paid on such shares will be reinvested
until the Participant terminates his or her participation in the Plan with
respect to such shares (see Question 21).
23. How will a Participant's Plan shares be voted at each meeting of
Stockholders?
Each Participant will be sent proxy forms representing both the shares
registered in his or her own name and the shares held in his or her Plan
account. When signed and returned, such proxies will be voted as directed. If
the Participant does not have shares registered in his or her own name, the
Participant will be sent a proxy form on which to indicate how the shares held
in his or her Plan account are to be voted. If the proxy card or instruction
form is not returned, or if it is returned unsigned by the Participant, none of
the Participant's shares to which the proxy pertains will be voted.
24. How does the optional cash purchase feature of the Plan work?
Each Participant may purchase additional shares of Common Stock in
addition to those shares purchased through the reinvestment of dividends
by making optional cash payments to the Agent (as provided in Question 25). No
optional cash payment may be in an amount less than $25 per Participant account
per month or in an aggregate amount of more than $5,000 per Participant account
per calendar quarter. The Agent will generally purchase Common Stock with any
optional cash payment received from a Participant within five days of receipt
of such amount, but reserves the right to hold such amounts for up to 30 days
if market conditions or administrative factors make earlier investment
impracticable. No interest will be paid by the Company or the Agent on
optional cash payments held pending investment. The Company reserves the right
to deem any two or more Plan accounts to be "affiliated accounts," in its sole
discretion and without prior notice, and to further limit the aggregate
quarterly amount of optional cash purchases which may be made by any such
affiliated accounts.
25. How are optional cash payments made?
An initial optional cash payment may be made by a Participant when joining
the Plan by enclosing a check or money order, payable to "Harris Trust and
Savings Bank" with the Stockholder Authorization Card. Thereafter, optional
cash payments may be made monthly by sending a check in an amount of not less
than
9
<PAGE> 11
$25 to the Agent with a completed cash payment form, which form will be
attached to each statement of account sent to Participants.
26. Is there an obligation to make optional cash payments?
There is no obligation to make an optional cash payment in any month, and
the same amount of optional cash payment need not be made each month.
However, no optional cash payment will be accepted in an amount less than $25,
and the aggregate amount of all such optional purchases may not exceed $5,000
per calendar quarter for each unaffiliated Plan account.
27. May optional cash payments be returned to a Participant?
Optional cash payments will be returned by the Agent, without interest,
upon written request only if it is practicable to do so prior to the
purchase of shares with such amounts. Optional cash payments are generally
invested into shares of Common Stock within five business days of receipt by
the Agent. Additionally, the Agent will return, without interest, any optional
cash payments sent to the Agent if the Agent determines that the purchase of
shares with such amounts is impracticable or if the Company has advised the
Agent that the amounts will be used by an affiliated account (see Question 24)
for impermissible purchases.
28. Can Participants sell shares through the Agent?
A Participant may sell any or all shares held in the Plan or held by the
Agent for safekeeping by notifying the Agent in writing. Shares enrolled
in the Plan but held by the Participant in certificated form may also be sold
through the Agent after depositing these shares with the Agent. Any brokerage
commission or service charge (see Question 11), any amount required to be
withheld for income tax purposes and any applicable transfer taxes incurred in
connection with the sale of shares by the Agent will be deducted from the
proceeds of such sale. Sales will generally be made within five business days
following receipt of the written request to sell, but the Agent reserves the
right to delay such sales for up to 30 days if market conditions or
administrative factors make an earlier sale impracticable. Proceeds will be
sent to the respective Participant as soon as is practicable following the sale
of the shares.
29. Are there any restrictions on the transferability of Common Stock
purchased under the Plan?
In general, no resale restrictions should apply to the resale or other
transfer of shares of Common Stock purchased under the Plan. The shares
of Common Stock to be purchased by the Agent for Participants generally will
have been registered by the Company pursuant to the federal securities laws,
although the Agent may purchase shares in the open market or in private
transactions which have not been so registered. In either case, certain resale
restrictions may apply if a Participant is an affiliate of the Company.
30. Who interprets the Plan?
Any questions of interpretation arising under the Plan will be determined
by the Company's board of directors, or by an authorized officer with
respect to any determinations regarding affiliated accounts (see Question 24),
and any such determinations will be final.
10
<PAGE> 12
31. May the Plan be changed or discontinued?
While the Company hopes to continue a Dividend Reinvestment and Stock
Purchase Plan indefinitely, the Company reserves the right to suspend,
terminate or amend the Plan at any time, including during the period between a
dividend record date and the projected dividend payment date. Participants
will be notified of any such suspension, termination or amendment of the Plan.
The Company also reserves the right to terminate any Participant's
participation in the Plan at any time.
32. What is the responsibility of the Plan administrator?
In administering the Plan, neither the Company nor the Agent will be
liable for any act done in good faith or for any good faith omission to
act including, without limitation, any claim or liability arising from: (i)
the failure to terminate a deceased Participant's account prior to receipt by
the Agent of written notice of such death; (ii) the prices at which shares are
purchased for a Participant's account; (iii) the time when purchases are made;
(iv) any fluctuations in the market value of the Common Stock; or (v) the
failure to make optional cash purchases for any account deemed to be an
affiliated account (see Question 24). Neither the Company, the Agent nor their
respective agents can provide any assurance of a profit or protection against a
loss with respect to any shares purchased or held for safekeeping under the
Plan.
USE OF PROCEEDS
The Company will not receive any proceeds from the Plan purchases made on
the open market or in privately negotiated transactions. Net proceeds to the
Company from the sale of treasury or authorized but unissued shares of Common
Stock to the Plan will be used for general corporate purposes, including
investments in or advances to the Subsidiaries.
INDEMNIFICATION OF OFFICERS AND DIRECTORS
In accordance with the General Corporation Law of the State of Delaware
found at Chapter 1 of Title 8 of the Delaware Code (the "DGCL"), Article X of
the Company's Certificate of Incorporation (the "Certificate") provides that
any director or officer of the Company, who in his or her capacity as such, is
made or threatened to be made, a party to any suit or proceeding, must be
indemnified if such director or officer acted in good faith and in a manner he
or she reasonably believed to be in or not opposed to the best interests of the
Company. The DGCL further provides that such indemnification is not exclusive
of any other rights to which such individuals may be entitled under a company's
certificate of incorporation or any agreement, insurance policy, vote of
stockholders or disinterested directors or otherwise. Additionally, under
Article XI of the Certificate, members of the board of directors of the Company
may not be held personally liable for monetary damages to the Company or its
stockholders for breach of fiduciary duty except for specifically enumerated
acts.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that in the
opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.
DETERMINATION OF PRICE
The purchase price of shares of Common Stock purchased in the open market
or in negotiated transactions will be the average price per share paid for all
of the shares purchased by the Agent for the Plan for the payment of a single
dividend and/or the investment of additional amounts sent to the Agent by
Participants. As provided
11
<PAGE> 13
in the Plan, the purchase price of shares purchased under the Plan from the
Company will be the fair market value per share on the date of the purchase
as determined by the average of the closing price of the Common Stock, as
quoted on The Nasdaq Stock Market, for the five trading days immediately
prior to the date of the purchase.
LEGAL OPINION
Certain legal matters in connection with the issuance of the Common Stock
offered through this Prospectus are being passed upon for the Company by
Barack, Ferrazzano, Kirschbaum & Perlman, Chicago, Illinois.
EXPERTS
The consolidated financial statements of the Company as of December 31,
1995 and 1994, and for each of the years in the three-year period ended December
31, 1995, have been incorporated by reference herein and in the Registration
Statement in reliance upon the report of Ernst & Young LLP, independent
certified public accountants, incorporated by reference herein, and upon the
authority of said firm as experts in accounting and auditing.
12
<PAGE> 14
EXHIBIT A
- -------------------------------------------------------------------------------
Stockholder Investment Services Agreement
1. As agent for the stockholder (the "Participant") of Standard Financial,
Inc. (the "Company"), Harris Trust and Savings Bank (the "Agent"), after
deducting the commissions and service charges specified below:
(a) will apply all cash dividends paid on the shares of the Company's
common stock held by the Participant or by the Agent for safekeeping and on any
full shares or fractional interest in one share (to four decimal places)
acquired by the Participant through the Dividend Reinvestment and Stock
Purchase Plan (the "Plan") or otherwise, and will apply all cash payments of at
least $25 per month per Plan account, up to $5,000 in any one calendar quarter
per Plan account, received from the Participant for such purpose, to the
purchase of full and fractional shares of the Company's common stock for the
Participant's account (the "Account"); or
(b) will apply the cash dividends paid on an otherwise specified number
of the shares of the Company's common stock held by the Participant or by the
Agent for safekeeping and on any full shares or fractional interest in one
share (to four decimal places) acquired by the Participant through the Plan and
will apply all cash payments of at least $25 per month per Plan account, up to
$5,000 in any one calendar quarter per Plan Account, received from the
Participant for such purpose, to the purchase of full and fractional shares of
the Company's common stock for the Account.
Such purchases may be made directly from the Company, on any securities
exchange where such shares are traded, in the over-the-counter market or in
negotiated transactions, and may be on such terms as to price, delivery and
otherwise as the Agent, in its sole discretion, may determine. Notwithstanding
anything to the contrary in this Section 1, the Agent reserves the right to
refrain from making additional cash purchases for any Account deemed by the
Company to be an affiliated account, as set forth in the Plan.
2. In making purchases for the Participant's Account, the Agent may commingle
the Participant's dividends and cash payments with those of other participants
in the Plan ("Participants"). In the case of each purchase, the price at which
the Agent shall be deemed to have acquired shares for the Participant's Account
shall be the average price of all shares purchased by it for Participants with
their aggregate funds used for such purchase. The Agent may hold the shares of
all Participants together in its name or in the name of its nominee. The Agent
shall have no responsibility as to the market value of the Company's common
stock acquired for the Participant's Account. Dividends will be invested by
the Agent promptly after receipt, and in no event will dividends or cash
payments be invested by the Agent later than 30 days after receipt except where
necessary to comply with Rule 10b-6 under the Securities Exchange Act of 1934,
as amended, or other applicable provisions of the federal securities laws. It
is understood that, in any event, the Agent shall have no liability in
connection with such inability to purchase shares or the timing of any
purchases. Funds held by the Agent for the Participant will not bear interest.
The Participant may withdraw his or her entire cash payment by written notice
received by the Agent not less than five days before such payment is to be
invested.
3. Following each purchase, the Agent will send to the Participant if his or
her funds have been applied to such purchase, an advice of transactions in the
Account since the last prior purchase for the Account, including a statement
showing the current shares in the Account.
4. No certificate will be issued to the Participant for shares in his or her
Account unless the Participant so requests of the Agent in writing, or the
Account is terminated. Upon written request, the Agent will send the
Participant certificates for any full shares credited to the Account. No
certificate for a fractional share will be issued. Under the Plan, dividends
on a fractional interest in a share will be credited to the Participant's
Account.
A-1
<PAGE> 15
5. The charge per sales transaction for the Agent's services for selling
shares for the Account will be $3.00 per sales transaction. In addition,
brokerage commissions for such sales will be charged to the Participant. Both
the service charge and brokerage commissions will be deducted from the proceeds
of the sale to be sent to the Participant. The Agent may also charge for
additional services performed at the request of the Participant and not
provided for herein.
6. It is understood that the reinvestment of the Participant's dividends will
not relieve the Participant of any taxes which may be payable on such
dividends. The Agent will report annually to the Participant the amount of
dividends credited to the Account during the year.
7. The Agent will send to the Participant a form of proxy representing all
shares of the Company's common stock held by the Participant in his or her
Account. If the Participant does not direct the Agent as to how he or she
wishes shares voted, the Agent will not vote such shares.
8. The Participant may terminate his or her Account at any time by giving
written notice of termination to the Agent, but any such notice must be
received by the Agent five days or more before a dividend record date or
optional cash purchase date to be effective with respect to such dividend
investment or optional cash purchase. If a termination notice is received by
the Agent less than five days before the dividend record date or optional cash
purchase date, shares will be purchased with the dividends paid for such record
date or any optional cash payment previously sent to the Agent and the shares
will be credited to the Participant's Account. Upon termination, the
Participant will receive a certificate for all full shares in his or her
Account unless cash is elected. If cash is elected, upon written request from
the Participant, the Agent will sell such shares and send the net proceeds to
the Participant after a service charge of $3.00 per transaction and applicable
brokerage commissions have been deducted. The Agent may terminate the
Participant's Account at any time in its discretion. In any case, the
Participant will receive cash in lieu of any fractional interest in a share at
the then current market value of the Company's common stock. If the
Participant disposes of all shares registered in his or her name on the books
of the Company, the Agent will continue to invest the dividends on the shares
in the Account until otherwise notified in writing by the Participant.
9. Any stock dividend or stock split declared by the Company on shares held
by the Agent for the Participant will be credited to the Participant's Account
without charge. If the Company makes available to its stockholders warrants to
purchase additional shares, debentures or other securities, such warrants
accruing on shares held by the Agent for the Participant will be sold, if
practicable, and the Agent will promptly apply the resultant funds to the
purchase of additional shares of the Company's common stock for the
Participant's Account. Such purchases will be reflected on the statement
mailed to the Participant following the next investment of cash dividends
and/or voluntary cash contributions for the Participant's Account. If the
Participant wishes to exercise such rights, the Participant must, by written
request received by the Agent prior to the record date for such rights,
withdraw full shares from his or her Account by requesting that the Agent issue
a certificate for these shares. With respect to any other rights distributed
by the Company which are separate from the underlying shares of Common Stock,
or which become separate from the underlying Common Stock, the Agent will
distribute such rights to the Participant as soon as is practicable.
10. Neither the Agent nor its nominee or nominees shall have any
responsibility beyond the exercise of ordinary care for any action taken or
omitted pursuant to this Agreement nor shall they have any duties,
responsibilities or liabilities except such as are expressly set forth herein.
None of the foregoing shall be liable hereunder for any act done in good faith
or for any good faith omission to act, including, without limitation, failure
to terminate the Participant's Account prior to receipt of written notice of
his or her death or with respect to the timing or the price of any purchase.
11. The Participant shall have no right to draw checks or drafts against his
or her Account or to give instructions to the Agent in respect to any shares or
cash held therein except as expressly provided herein.
A-2
<PAGE> 16
12. Notices to the Participant may be given by letter addressed to the
Participant at the last address of record with the Agent.
13. This Agreement may be amended or supplemented by the Agent at any time or
times by mailing appropriate notice at least 30 days prior to the effective
date thereof to the Participant at the last address of record. The amendment
or supplement shall conclusively be deemed to be accepted by the Participant
unless prior to the effective date thereof the Agent receives written notice of
the termination of the Account. Any such amendment may include the appointment
by the Agent in its place and stead of a successor agent under this Agreement.
The Company is authorized to pay to such successor agent for the Account of the
Participant all dividends payable on shares of the Company's common stock in
the Account, the same to be applied by such successor agent as provided in this
Agreement.
14. This Agreement and the Authorization Card signed by the Participant (which
is deemed a part of this Agreement) and the Participant's Account shall be
governed by and construed in accordance with the laws of the State of Illinois
and the Rules of the Securities and Exchange Commission. This Agreement cannot
be changed orally.
A-3
<PAGE> 17
<TABLE>
<CAPTION>
<S> <C>
============================================================ ============================================================
No person has been authorized to give any
information or to make any representation not
contained in this Prospectus in connection with
the offer contained herein and, if given or made,
such information or representation must not be
relied upon as having been authorized by the 300,000 Shares
Company. Neither the delivery of this Prospectus
nor any sale hereunder shall under any circum-
stances create any implication that there has been
no change in the affairs of the Company since the
date as of which information is set forth herein. SFI
This Prospectus does not constitute an offer to -----------------------
sell or a solicitation of an offer to buy any of STANDARD FINANCIAL, INC.
the securities offered hereby in any jurisdiction [LOGO]
where, or to any person to whom, it is unlawful to
make such offer or solicitation.
Common Stock
TABLE OF CONTENTS Prospectus
Page
----
Available Information . . . . . . . . . . . . . . . . . . 2
Incorporation of Certain Documents
by Reference . . . . . . . . . . . . . . . . . 2 DIVIDEND REINVESTMENT
The Company . . . . . . . . . . . . . . . . . . . . . . . 3 AND STOCK PURCHASE PLAN
The Dividend Reinvestment and
Stock Purchase Plan. . . . . . . . . . . . . . . . . . . 3
Use of Proceeds . . . . . . . . . . . . . . . . . . . . 11
Indemnification of Officers and Directors . . . . . . . 11
Determination of Price. . . . . . . . . . . . . . . . . 11 June 15, 1996
Legal Opinion . . . . . . . . . . . . . . . . . . . . . 12
Experts . . . . . . . . . . . . . . . . . . . . . . . . 12
Stockholder Investment Services
Agreement . . . . . . . . . . . . . . . . . . . . . . . A-1
============================================================ ============================================================
</TABLE>
<PAGE> 18
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth the various expenses in connection with the
sale and distribution of the Common Stock being registered. All amounts shown
are estimates, except the Commission's registration fee.
Commission registration fee. . . . . . . . . . . . . . . . $ 1,578.00
Annual Plan administration expenses. . . . . . . . . . . . 2,500.00
Printing and mailing expenses. . . . . . . . . . . . . . . 15,000.00
Fees and expenses of Company counsel . . . . . . . . . . . 15,000.00
Accounting and related expenses. . . . . . . . . . . . . . 500.00
Blue Sky fees and expenses . . . . . . . . . . . . . . . . 3,000.00
Miscellaneous. . . . . . . . . . . . . . . . . . . . . . . 500.00
Total. . . . . . . . . . . . . . . . . . . . . . . . . . . $ 38,078.00
Item 15. Indemnification of Directors and Officers
In accordance with the General Corporation Law of the State of Delaware
(being Chapter 1 of Title 8 of the Delaware Code), Articles X and XI of the
Company's Certificate of Incorporation provide as follows:
ARTICLE X
Indemnification
A. Each person who was or is made a party or is threatened to
be made a party to or otherwise involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she is or was a
Director or an Officer of the Corporation or is or was serving at the request
of the Corporation as a Director, Officer, employee or agent of another
corporation or of a partnership, joint venture, trust or other enterprise,
including service with respect to any employee benefit plan (hereinafter an
"indemnitee"), whether the basis of such proceeding is alleged action in an
official capacity as a Director, Officer, employee or agent or in any other
capacity while serving as a Director, Officer, employee or agent shall be
indemnified and held harmless by the Corporation to the fullest extent
authorized by the Delaware General Corporation Law, as the same exists or may
hereafter be amended (but, in the case of any such amendment, only to the
extent that such amendment permits the Corporation to provide broader
indemnification rights than such law permitted the Corporation to provide prior
to such amendment) against all expense, liability and loss (including
attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts
paid in settlement) reasonably incurred or suffered by such indemnitee in
connection therewith; provided, however, that, except as provided in Section C
hereof with respect to such proceedings to enforce rights to indemnification,
the Corporation shall indemnify any such indemnitee in connection with a
proceeding (or part thereof) initiated by such indemnitee only if such
proceeding (or part thereof) was authorized by the Board of Directors of the
Corporation.
B. The right to indemnification conferred in Section A of this
Article X shall include the right to be paid by the Corporation the
expenses incurred in defending any such proceeding in advance of its final
disposition (hereinafter an "advancement of expenses"); provided, however,
II-1
<PAGE> 19
that if the Delaware General Corporation Law requires an advancement of expenses
incurred by an indemnitee in his or her capacity as a Director or Officer (and
not in any other capacity in which service was or is rendered by such
indemnitee, including, without limitation, services to an employee benefit
plan) shall be made only upon delivery to the Corporation of an undertaking
(hereinafter an "undertaking"), by or on behalf of such indemnitee, to repay
all amounts so advanced if it shall ultimately be determined by final judicial
decision from which there is no further right to appeal (hereinafter a "final
adjudication") that such indemnitee is not entitled to be indemnified for such
expenses under this Section or otherwise. The rights to indemnification and to
the advancement of expenses conferred in Sections A and B of this Article X
shall be contract rights and such rights shall continue as to an indemnitee who
has ceased to be a Director, Officer, employee or agent and shall inure to the
benefit of the indemnitee's heirs, executors and administrators.
C. If a claim under Sections A and B of this Article X is not
paid in full by the Corporation within sixty days after a written
claim has been received by the Corporation, except in the case of a claim for
an advancement of expenses, in which case the applicable period shall be twenty
days, the indemnitee may at any time thereafter bring suit against the
Corporation to recover the unpaid amount of the claim. If successful in whole
or in part in any such suit, or in a suit brought by the Corporation to recover
an advancement of expenses pursuant to the terms of an undertaking, the
indemnitee shall be entitled to be paid also the expenses of prosecuting or
defending such suit. In (i) any suit brought by the indemnitee to enforce a
right to indemnification hereunder (but not in a suit brought by the indemnitee
to enforce a right to an advancement of expenses) it shall be a defense that,
and (ii) in any suit by the Corporation to recover an advancement of expenses
pursuant to the terms of an undertaking the Corporation shall be entitled to
recover such expenses upon a final adjudication that, the indemnitee has not
met any applicable standard for indemnification set forth in the Delaware
General Corporation Law. Neither the failure of the Corporation (including its
Board of Directors, independent legal counsel, or its stockholders) to have
made a determination prior to the commencement of such suit that
indemnification of the indemnitee is proper in the circumstances because the
indemnitee has met the applicable standard of conduct, set forth in the
Delaware General Corporation Law, nor an actual determination by the
Corporation (including its Board of Directors, independent legal counsel, or
its stockholders) that the indemnitee has not met such applicable standard of
conduct, shall create a presumption that the indemnitee has not met the
applicable standard of conduct or, in the case of such a suit brought by the
indemnitee, be a defense to such suit. In any suit brought by the indemnitee
to enforce a right to indemnification or to an advancement of expenses
hereunder, or by the Corporation to recover an advancement of expenses
hereunder, or by the Corporation to recover an advancement of expenses pursuant
to the terms of an undertaking, the burden of proving that the indemnitee is
not entitled to be indemnified, or to such advancement of expenses, under this
Article X or otherwise shall be on the Corporation.
F. The rights to indemnification and to the advancement of
expenses conferred in this Article X shall not be exclusive of any
other right which any person may have or hereafter acquire under any statute,
the Corporation's Certificate of Incorporation, Bylaws, agreement, vote of
stockholders or Disinterested Directors or otherwise.
E. The Corporation may maintain insurance, at its expense, to
protect itself and any Director, Officer, employee or agent of the
Corporation or subsidiary or affiliate or another corporation, partnership,
joint venture, trust or other enterprise against any expense, liability or
loss, whether or not the Corporation would have the power to indemnify such
person against such expense, liability or loss under the Delaware General
Corporation Law.
F. The Corporation may, to the extent authorized from time to
time by the Board of Directors, grant rights to indemnification and
to the advancement of expenses to any employee
II-2
<PAGE> 20
or agent of the Corporation to the fullest extent of the provisions of this
Article X with respect to the indemnification and advancement of expenses of
Directors and Officers of the Corporation.
ARTICLE XI
Elimination of Directors' Liability
A Director of this Corporation shall not be personally liable to
the Corporation or its stockholders for monetary damages for breach
of fiduciary duty as a Director, except for liability (i) for any breach of the
Director's duty of loyalty to the Corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or
a knowing violation of law, (iii) under Section 174 of the Delaware General
Corporation Law, or (iv) for any transaction from which the Director derived an
improper personal benefit. If the Delaware General Corporation Law is amended
to authorize corporation action further eliminating or limiting the personal
liability of Directors, then the liability of a Director of the Corporation
shall be eliminated or limited to the fullest extent permitted by the Delaware
General Corporation Law, as so amended.
Any appeal or modification of the foregoing paragraph by the
stockholders of the Corporation shall not adversely affect any right
or protection of a Director of the Corporation existing at the time of such
repeal or modification.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
the Company pursuant to the foregoing provisions, the Company has been informed
that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable.
Item 16. Exhibits
Exhibit No. Description
4.1 Certificate of Incorporation of Standard Financial,Inc.
4.2 Bylaws of Standard Financial, Inc.
4.3 Specimen Stock Certificate of Standard Financial, Inc.
5.1 Opinion of Barack, Ferrazzano, Kirschbaum & Perlman regarding
legality of securities being registered
23.1 Consent of Ernst & Young LLP
23.2 Consent of Barack, Ferrazzano, Kirschbaum & Perlman (included in
opinion filed as Exhibit 5.1)
24.1 Power of Attorney (included on the signature page of this
Registration Statement)
99.1 Stockholder Investment Services Agreement (included as Exhibit A
to the Prospectus)
99.2 Form of Stockholder Authorization Card
99.3 Cover Letter to Prospectus
99.4 Transmittal Letter for the Prospectus
II-3
<PAGE> 21
Item 17. Undertakings
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new Registration Statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's Annual Report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that
is incorporated by reference in the Registration Statement shall be deemed to
be a new Registration Statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
II-4
<PAGE> 22
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Burr Ridge, State of Illinois, on June 13, 1996.
STANDARD FINANCIAL, INC.
By: /s/ David H. Mackiewich
David H. Mackiewich
Chairman of the Board, President and
Chief Executive Officer
By: /s/ Thomas M. Ryan
Thomas M. Ryan
Executive Vice President, Chief
Financial and Operating Officer
(principal financial and accounting
officer) and Director
POWER OF ATTORNEY
Know all men by these presents, that each person whose signature appears
below constitutes and appoints David H. Mackiewich and Thomas M. Ryan, and each
of them, the undersigned's true and lawful attorney-in-fact and agent, each
with full power of substitution and re-substitution, for the undersigned and in
the undersigned's name, place and stead, in any and all capacities to sign any
or all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about
the premises, as fully to all intents and purposes as the undersigned might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or any of them, or his substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by each of the following persons in the
capacities indicated on the dates indicated below on June 13, 1996.
Signature Title
- --------- -----
/s/ David H. Mackiewich
David H. Mackiewich Chairman of the Board, President and Chief
Executive Officer
/s/ Thomas M. Ryan
Thomas M. Ryan Executive Vice President, Chief Financial
and Operating Officer (principal financial
and accounting officer) and Director
/s/ Stasys J. Baras
Stasys J. Baras Director
S-1
<PAGE> 23
/s/ John A. Brdecka
John A. Brdecka Director
/s/ Fred V. Gwyer
Fred V. Gwyer Director
/s/ George Lane
George Lane Director
/s/ Tomas A. Kisielius
Tomas A. Kisielius Director
/s/ Sharon Reese Dalenberg
Sharon Reese Dalenberg Director
/s/ Albert M. Petkus
Albert M. Petkus Director
S-2
<PAGE> 24
<TABLE>
<CAPTION>
STANDARD FINANCIAL, INC.
EXHIBIT INDEX
TO
FORM S-3 REGISTRATION STATEMENT
Incorporated
Exhibit Herein by Filed Sequential
No. Description Reference To Herewith Page No.
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
4.1 Certificate of Exhibit 3.1 to the Registration
Incorporation of Standard Statement on Form S-1 filed with
Financial, Inc. the Commission by Standard
Financial, Inc. on March 18,
1994, as amended (SEC File No.
33-76596)
4.2 Bylaws of Standard Exhibit 3.2 to the Registration
Financial, Inc. Statement on Form S-1 filed with
the Commission by Standard
Financial, Inc. on March 18,
1994, as amended (SEC File No.
33-76596)
4.3 Specimen Stock Exhibit 4.1 to the Registration
Certificate of Standard Statement on Form S-1 filed with
Financial, Inc. the Commission by Standard
Financial, Inc. on March 18,
1994, as amended (SEC File No.
33-76596)
5.1 Opinion of Barack, X
Ferrazzano, Kirschbaum
& Pealman
23.1 Consent of Ernst &
Young LLP X
23.2 Consent of Barack, Included in
Ferrazzano, Kirschbaum Exhibit 5.1
& Pealman
24.1 Power of Attorney Included on
Signature Page
to this
Registration
Statement
99.1 Stockholder Investment Included as
Services Agreement Exhibit A to
the Prospectus
99.2 Form of Stockholder X
Authorization Card
99.3 Cover Letter to X
Prospectus
99.4 Transmittal Letter to X
Prospectus
==========================================================================================================
</TABLE>
<PAGE> 1
BARACK, FERRAZZANO, KIRSCHBAUM & PERLMAN
333 WEST WACKER DRIVE, SUITE 2700
CHICAGO, ILLINOIS 60606
TELEPHONE: (312) 984-3100
FAX: (312) 984-3150
TELEX: 31-2533
June 13, 1996
Standard Financial, Inc.
800 Burr Ridge Parkway
Burr Ridge, Illinois 60521
Ladies and Gentlemen:
We have acted as special counsel to Standard Financial, Inc., a Delaware
corporation (the "Company"), in connection with the proposed offering of
300,000 shares of its common stock, $0.01 par value ("Common Shares"), pursuant
to the Company's Dividend Reinvestment and Stock Purchase Plan (the "Offering")
as described in the Form S-3 Registration Statement to be filed with the
Securities and Exchange Commission (the "SEC") on or about June 14, 1996 (the
"Registration Statement"). Capitalized terms used, but not defined, herein
shall have the meanings given such terms in the Registration Statement. You
have requested our opinion concerning certain matters in connection with the
Offering.
We have made such legal and factual investigation as we deemed necessary
for purposes of this opinion. In our investigation, we have assumed the
genuineness of all signatures, the proper execution of all documents submitted
to us as originals, the conformity to the original documents of all documents
submitted to us as copies and the authenticity of the originals of such copies.
In arriving at the opinions expressed below, we have reviewed and examined
the following documents:
a. the Certificate of Incorporation of the Company filed with the
Secretary of State of the State of Delaware on March 9, 1994, as amended on May
26, 1995, and the Company's Bylaws;
b. the Registration Statement, including the prospectus constituting a
part thereof (the "Prospectus");
c. Resolutions of the board of directors of the Company (the "Board")
relating to the Offering; and
d. a form of share certificate representing the Common Shares approved
by the Board.
We call your attention to the fact that our firm only requires lawyers to
be qualified to practice law in the State of Illinois and, in rendering the
foregoing opinions, we express no opinion with respect to any laws relevant to
this opinion other than the Securities Act of 1933, as amended, and the rules
and regulations thereunder, the laws and regulations of the State of Illinois,
the General Corporation Law of the State of Delaware and United States federal
law.
<PAGE> 2
Based upon the foregoing, but assuming no responsibility for the accuracy
or the completeness of the data supplied by the Company and subject to the
qualifications, assumptions and limitations set forth herein, it is our opinion
that:
1. The Company has been duly organized and is validly existing in good
standing under the laws of the State of Delaware and has due corporate
authority to carry on its business as it is presently conducted.
2. The Company is authorized to issue up to 25,000,000 Common Shares, of
which 16,697,441 Common Shares have been issued and are presently outstanding
prior to the Offering.
3. When the Registration Statement shall have been declared effective by
order of the SEC and the Common Shares to be sold thereunder shall have been
issued and sold upon the terms and conditions set forth in the Registration
Statement, then such Common Shares will be legally issued, fully paid and
non-assessable.
We express no opinion with respect to any specific legal issues other than
those explicitly addressed herein. We assume no obligation to advise you of
any change in the foregoing subsequent to the date of this opinion (even though
the change may affect the legal conclusion stated in this opinion letter).
We hereby consent (i) to be named in the Registration Statement, and in
the Prospectus, as attorneys who will pass upon the legality of the Common
Shares to be sold thereunder and (ii) to the filing of this opinion as an
Exhibit to the Registration Statement.
Sincerely,
BARACK, FERRAZZANO, KIRSCHBAUM & PERLMAN
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in
the Registration Statement (Form S-3) and related Prospectus of the
Dividend Reinvestment and Stock Purchase Plan of Standard Financial, Inc.
for the registration of 300,000 shares of its common stock and to the
incorporation by reference therein of our report dated January 26, 1996,
with respect to the consolidated financial statements of Standard
Financial, Inc. incorporated by reference in its Annual Report (Form 10-K)
for the year ended December 31, 1995, filed with the Securities and
Exchange Commission.
ERNST & YOUNG LLP
June 12, 1996
Chicago, Illinois
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<CAPTION>
<PAGE> 1
STANDARD FINANCIAL, INC.
AUTOMATIC DIVIDEND REINVESTMENT AND STOCK PURCHASE AUTHORIZATION
I hereby authorize Standard Financial, Inc. (the "Company") to pay, in
accordance with my election below, the Harris Trust and Savings Bank for my
account cash dividends payable to me on either all, or a specified number (as I
have designated below), of the shares of common stock of the Company registered
in my name.
Please check one of the two options and include, where appropriate, the
number of shares registered to you for which dividends are to be reinvested
under the Plan:
__ All shares
__ Specified number of shares: _______________ shares
I hereby appoint the Harris Trust and Savings Bank as my agent (the
"Agent"), subject to the Stockholder Investment Services Agreement for the
Dividend Reinvestment and Stock Purchase Plan as set forth in the accompanying
Prospectus, to apply dividends received from the Company on shares of common
stock registered in my name or held for my account under such plan, plus any
optional cash payments in amounts of at least $25 per month, up to $5,000 per
quarter, to the purchase of full and fractional shares of common stock of the
Company.
Please complete if applicable:
__ An optional cash payment in the amount of _____________ is also enclosed
<S> <C> <C>
RETURN TO: IMPORTANT: ________________________________________
PLEASE SIGN YOUR SIGNATURE
Harris Trust NAME OR NAMES AS
and Savings Bank THEY APPEAR ON THE ________________________________________
Dividend REVERSE SIDE OF THIS SIGNATURE
Reinvestment AUTHORIZATION
P.O. Box A3309 _______________________________, 19_____
Chicago, Illinois DATE
60690
- -------------------------------------------------------------------------------------------------
SFI
------------------------
STANDARD FINANCIAL, INC.
[LOGO]
SEE
REVERSE
SIDE
(PLEASE NOTE: AUTHORIZATION IS NOT VALID UNLESS THIS FORM IS SIGNED ON
THE OTHER SIDE BY ALL REGISTERED OWNERS.)
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<PAGE> 1
SFI
------------------------
STANDARD FINANCIAL, INC.
[LOGO]
Dear Stockholder:
We are pleased to offer you this Dividend Reinvestment and Stock Purchase
Plan (the "Plan").
The Plan provides you with the opportunity to purchase additional shares
of the Company's common stock by reinvesting your cash dividends. The Plan
further permits you to purchase additional shares of the Company's common stock
in amounts of at least $25 per month, up to a maximum of $5,000 per calendar
quarter. The Plan, administered by Harris Trust and Savings Bank, offers a
convenient, automatic way to increase your investment in the Company and put
your dividends to work promptly in additional shares of stock. Participation
is entirely voluntary. You may join or terminate your participation at any
time.
The accompanying Prospectus describes the Plan and answers some of the
more frequently asked questions. Please read it carefully. If you wish to
begin taking advantage of the opportunities offered by the Plan, please
complete the enclosed Stockholder Authorization Card and return it in the
pre-addressed, postage-paid envelope provided. If you do not wish to
participate, no action is necessary.
Sincerely,
David Mackiewich
Chairman of the Board
and President
<PAGE> 1
SFI
------------------------
STANDARD FINANCIAL, INC.
[LOGO]
June 21, 1996
Dear Stockholder:
We are very pleased to announce that the Company's board of directors has
adopted the Standard Financial, Inc. Dividend Reinvestment and Stock Purchase
Plan (the "Plan"). The Plan offers you a convenient way to purchase additional
shares of the Company's common stock on a regular basis, automatically. Once
you have enrolled in the Plan by completing and returning the enclosed
Stockholder Authorization Card, you will be eligible to have all, or a portion
of all, of the dividends paid by the Company on your shares of common stock
reinvested into additional shares of common stock of the Company. You will
also be eligible to make additional purchases of shares of the Company's common
stock through the Plan.
The Plan is administered by Harris Trust and Savings Bank (the "Agent")
and is more fully described in the enclosed Prospectus. To participate in the
Plan with respect to the dividend to be paid by the Company in August, 1996,
the enclosed Stockholder Authorization Card must be received by the Agent on or
before July 31, 1996. A pre-addressed, postage-paid envelope is also enclosed
for your convenience. We hope that you will be pleased with this new service
offered to the Company's stockholders.
As always, it is a pleasure serving you.
Sincerely,
David Mackiewich
Chairman of the Board
and President
Enclosures
