1 ================================================================= UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 15, 1998 NORTH BANCSHARES, INC. (Exact name of Registrant as specified in its Charter) Delaware 0-22800 36-3915073 (State or other (commission file number) (IRS Employer jurisdiction of Identification incorporation) number) 100 West North Avenue, Chicago, Illinois 60610 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (312) 664-4320 N/A Former name or former address, if changed since last report) ================================================================= 2 Item 5. Other Events On October 15, 1998, the Registrant issued the attached press release. Item 7. Financial Statements and Exhibits (a) Exhibits 1. Press Release, Dated October 15, 1998, regarding third quarter 1998 earnings and a regular quarterly dividend. 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized. NORTH BANCSHARES, INC. (Registrant) Date: October 15, 1998 /S/ Joseph A. Graber ---------------------- Joseph A. Graber President and Chief Executive Officer 4 EXHIBIT 5 NORTH BANCSHARES, INC NEWS RELEASE RELEASE: IMMEDIATELY CONTACT: Joseph A. Graber or Victor E. Caputo (312) 664-4320 NORTH BANCSHARES ANNOUNCES THIRD QUARTER EARNINGS QUARTERLY DIVIDEND CHICAGO, IL, October 15, 1998, - North Bancshares, Inc., the holding company of North Federal Savings Bank today announced net income for the quarter ended September 30, 1998 of $113,000, an increase of $1,000 from $112,000 for the quarter ended September 30, 1997. Diluted earnings per share for the quarter ended September 30, 1998 amounted to $.09, an improvement from $.08 per share for the quarter ended September 30, 1997. Concurrent with this earnings release the Board of Directors of the Company has declared a quarterly dividend of $.10 per share to be paid on November 16, 1998 to stockholders of record as of November 2, 1998. Net interest income was $875,000 for the quarter ended September 30, 1998 compared with $909,000 for the quarter ended September 30, 1997. The decrease was primarily due to a $22,000 decrease in total interest income for the period. The net interest margin was 2.91% for the quarter ended September 30, 1998 compared with 3.07% for the quarter ended September 30, 1997. The decline in net interest margin was due primarily to proceeds from mortgage loan prepayments and higher yielding investment securities called prior to their maturity dates which were temporarily reinvested in shorter term lower yielding investments. The interest rate spread at the end of the period improved to 2.45% at September 30, 1998 from 2.29% at September 30, 1997. Non-interest income amounted to $99,000 for the quarter ended September 30, 1998 compared with $56,000 for the quarter ended September 30, 1997. The improvement was primarily due to a $25,000 increase in gain on the sale of investment securities and loans, available for sale and a $16,000 increase in fees and service charges. Non-interest expense remained stable at $797,000 for the quarter ended September 30, 1998 compared with $798,000 for the quarter ended September 30, 1997. Net loans receivable totaled $78.5 million at September 30, 1998 compared with $79.0 million at December 31, 1997. The decrease was due to the high colume of prepayments that has resulted from the steady decline in interest rates that began in the last quarter of 1997. Total loans receivable increased $2.9 million from $75.6 million June 30, 1998. At September 30, 1998, the Bank had $6.7 million in loan applications pending approval or closing. Total deposits amounted to $73.3 million at September 30, 1998 compared with $75.0 million at December 31, 1997. The $1.7 million decrease was primarily due attributable to a $4.4 million decrease in certificates of deposit and passbook accounts, partially offset by a $2.8 million increase in checking and money market accounts. Total deposits increased $500,000 from $72.8 million at June 30, 1998. Stockholders' equity was $13.3 million at September 30, 1998 compared with $16.4 million at December 31, 1997. The decrease was primarily attributable to a $2.9 million increase in treasury stock related to $3.5 million in stock repurchases, offset by $921,000 in stock options exercised. Joseph A. Graber, President and Chief Executive Officer, commented: "We continued the redeployment and diversification of our assets into higher yielding investor property loans as our conventional loan portfolio continues to experience high levels of prepayments. We introduced an equity line of credit product for investors during the quarter and began cross selling this service in order to improve our ratio of services to this group of customers." He added, "Our enhanced money market deposit account has attracted $2.4 million, a majority of which has been new money and we continue to increase our base of non-interest bearing checking accounts while reducing our dependence on higher cost certificates of deposit." "Although is is hard to find a bright side to a major correction in the stock marketss, at the current price level of the Company stock, we anticipate 1999 ESOP expense to decrease by approximately $75,000, compared with total estimated 1998 ESOP expense. We have also implemented a number of cost saving measures this year and are planning more in 1999. We anticipate total non-interest expense savings for 1999 to be approximately 8% to 10% of total 1998 non-interst expense." "On October 1st, Frank J. Donati, president of Donati Financial Services , Inc. joined the board of directors of the Company and the Bank. As an outsider to the Company who has a wealth of experience as an executive officer and a consultant for both small and large financial institutions, Frank will provide us with valuable input as we chart our future course of action." All 1997 share and per share information has been adjusted to reflect a three-for-two stock split effected in the form of a 50% stock dividend paid on December 29, 1997 to stockholders of record on December 8, 1997. North Bancshares, Inc. is the holding company for North Federal Savings Bank. Its common stock is traded on the Nasdaq Stock Market under the symbol "NBSI." It also operates a branch office in Wilmette IL. For 40 consecutive quarters, the bank has received a five-star superior rating for safety from Bauer Financial Reports, Inc., and is rated as one of the best in the nation by Sheshunoff Information Services, Inc. North Federal is proud to support local srvice and non-profit organizations. Its executives serve on the boards of the Lincoln Park Chamber of Commerce, Old Town Chamber of Commerce, Friends of the Near North Library and the Human Capital Council. Further information is available on its website at www.northfederal.com including prior press releases, SEC filings, company history, and current products, services and interest rates. (FINANCIAL STATEMENTS ATTACHED) <PAGE 7> NORTH BANCSHARES, INC. CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (IN THOUSANDS, EXCEPT SHARE DATA) ASSETS SEPT 30, 1998 DEC 31, 1997 (UNAUDITED) - -------------------------------------------------------------------------- Cash and due from banks $ 691 $ 727 Interest-bearing deposits 2,227 2,937 Federal funds sold 4,997 5,976 Investment in dollar denominated mutual funds 358 1,477 - ------------------------------------------------------------------------- TOTAL CASH AND CASH EQUIVALENTS 8,273 11,117 Investment securities available for sale 24,621 23,250 Mortgage-backed securities held to maturity 4,767 5,841 Mortgage-backed securities available for sale 5,100 - Stock in Federal Home Loan Bank of Chicago 1,705 1,705 Loans receivable, net of allowance for loan losses of $208 at September 30, 1998 and December 31, 1997 78,488 79,031 Accrued interest receivable 879 1,060 Premises and equipment, net 1,013 1,043 Other assets 94 31 - ------------------------------------------------------------------------- TOTAL ASSETS $124,940 $123,078 ========================================================================= LIABILITIES AND STOCKHOLDERS' EQUITY - ------------------------------------------------------------------------- Deposit accounts $ 73,342 $75,041 Borrowed funds 34,100 29,100 Advance payments by borrowers for taxes and insurance 572 1,239 Accrued interest payable and other liabilities 3,673 1,250 - ------------------------------------------------------------------------ TOTAL LIABILITIES 111,687 106,630 - ------------------------------------------------------------------------ Preferred stock, $.01 par value. Authorized 500,000 shares; none outstanding - - Common stock, $.01 Par value. Authorized 3,500,000 shares; issued 1,914,075 shares 19 19 Additional paid-in capital 13,502 13,767 Retained earnings, substantially restricted 11,077 11,139 Treasury stock at cost (643,382 shares at September 30, 1998 and 484,293 shares at December 31, 1997) (10,617) (7,706) Accumulated other comprehensive income (256) (216) Common stock acquired by Employee Stock Ownership Plan (472) (555) - ------------------------------------------------------------------------ TOTAL STOCKHOLDERS' EQUITY 13,253 16,448 - ------------------------------------------------------------------------ TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $124,940 $123,078 ======================================================================== <PAGE 8> NORTH BANCSHARES, INC. CONSOLIDATED STATEMENTS OF OPERATIONS(UNAUDITED) (IN THOUSANDS, EXCEPT SHARE DATA) THREE MONTHS ENDED NINE MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, 1998 1997 1998 1997 - ------------------------------------------------------------------------------------------------------ INTEREST INCOME: Loans receivable $1,452 $1,497 $4,409 $4,433 Interest-bearing deposits and federal funds sold 113 82 364 164 Investment securities available for sale 480 443 1,262 1,420 Mortgage-backed securities held to maturity 88 119 264 365 Mortgage-backed securities available for sale 1 - 1 - Investment in mutual funds 7 29 47 81 Dividends on FHLB stock 32 25 94 70 - ------------------------------------------------------------------------------------------------------ TOTAL INTEREST INCOME 2,173 2,195 6,441 6,533 - ------------------------------------------------------------------------------------------------------ INTEREST EXPENSE: Deposit accounts 823 818 2,440 2,370 Borrowed funds 475 468 1,354 1,315 - ------------------------------------------------------------------------------------------------------ TOTAL INTEREST EXPENSE 1,298 1,286 3,794 3,685 - ------------------------------------------------------------------------------------------------------ NET INTEREST INCOME BEFORE PROVISION FOR LOAN LOSSES 875 909 2,647 2,848 PROVISION FOR LOAN LOSSES - - - - - ------------------------------------------------------------------------------------------------------ NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 875 909 2,647 2,848 - ------------------------------------------------------------------------------------------------------ NON-INTEREST INCOME: Gain on sale of investment securities and loans available for sale, net 24 (1) 84 53 Fees and service charges 69 53 194 156 Other 6 4 15 13 - ------------------------------------------------------------------------------------------------------ TOTAL NON-INTEREST INCOME 99 56 293 222 - ------------------------------------------------------------------------------------------------------ NON-INTEREST EXPENSE: Compensation and benefits 428 409 1,312 1,221 Occupancy expense 122 131 374 361 Professional fees 52 32 205 118 Data processing 48 41 144 126 Advertising and promotion 50 49 113 112 Federal deposit insurance premium 12 13 35 36 Recognition and retention plan - 17 - 59 Other 85 106 236 307 - ------------------------------------------------------------------------------------------------------ TOTAL NON-INTEREST EXPENSE 797 798 2,419 2,340 - ------------------------------------------------------------------------------------------------------ INCOME BEFORE INCOME TAXES 177 167 521 730 INCOME TAX EXPENSE 64 55 186 214 - ------------------------------------------------------------------------------------------------------ NET INCOME 113 112 335 516 ====================================================================================================== EARNINGS PER SHARE: Basic .09 .08 .27 .36 Diluted .09 .08 .26 .34 ====================================================================================================== AVERAGE SHARES OUTSTANDING: Basic 1,207,344 1,394,033 1,232,833 1,441,865 Diluted 1,267,476 1,478,939 1,301,197 1,518,435 ====================================================================================================== <PAGE 9> SELECTED FINANCIAL RATIOS AND OTHER DATA (UNAUDITED): THREE MONTHS ENDED NINE MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, 1998 1997 1998 1997 PERFORMANCE RATIOS: - --------------------------------------------------------------------------------------- Return on assets (ratio of net income to average total assets) (1) 0.36% 0.37% 0.36% 0.57% Interest Rate Spread Information: Average during period (1) 2.30 2.27 2.33 2.43 End of period (1) 2.45 2.29 2.45 2.29 Net interest margin (1) 2.91 3.07 2.96 3.23 Ratio of operating expenses to average assets (1) 2.57 2.63 2.62 2.60 Ratio of average interest-earning assets to average interest-bearing liabilities 113.94 118.59 114.63 119.12 - ------------------------------------------------------------------------------------- SEPTEMBER 30, 1998 DECEMBER 31, 1997 ASSET QUALITY RATIOS: - -------------------------------------------------------------------------------------- Non-performing assets to total assets 0.00 0.00 Allowance for loan losses to non-performing loans N/A N/A Allowance for loan losses to loans receivable 0.27 0.26 CAPITAL RATIOS: - -------------------------------------------------------------------------------------- Stockholders' equity to total assets 10.61 13.36 Average Stockholders' equity to average assets 11.42 14.03 Return on Stockholders' equity (ratio of net income to average equity) (1) 3.18 3.75 Shares outstanding-actual 1,270,693 1,429,782 Book value per share $10.43 $11.50 - ---------------------------------------------------------------------------------------- Number of full service offices 2 2 (1) Annualized for the three and nine month periods presented.