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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
September 25, 1997
(Date of earliest event reported)
ST. FRANCIS CAPITAL CORPORATION
(Exact name of registrant as specified in its charter)
Commission File No. 0-21298
39-1747461
WISCONSIN (I.R.S. Employer
(State of incorporation) Identification No.)
13400 BISHOPS LANE, SUITE 350
BROOKFIELD, WISCONSIN 53005-6203
(Address of principal executive offices) (Zip Code)
(414) 486-8700
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS
On September 25, 1997, the Board of Directors (the "Board") of St. Francis
Capital Corporation (the "Company") declared a dividend of one preferred stock
purchase right (a "Right") for each outstanding share of Common Stock, $.01 par
value per share (the "Common Stock"), of the Company. The dividend is payable
on October 10, 1997 (the "Record Date") to the holders of record of the Common
Stock at 5:00 p.m. Wisconsin time on such date. Except as described below,
each Right entitles the holder thereof, at any time on or after the Business
Day (as hereinafter defined) following the Distribution Date (as hereinafter
defined) and prior to the earliest of the close of business on the "Final
Expiration Date" (as hereinafter defined) and the time at which such Rights are
exchanged, to purchase from the Company one one-hundredth of a share of the
Company's Series A Junior Participating Preferred Stock, $.01 par value per
share (the "Preferred Shares"), at a price of $150 per one one-hundredth of a
Preferred Share, subject to adjustment (the "Exercise Price"). The Rights may
not be exercised until the Business Day after the Distribution Date. The terms
of the Rights are set forth in the Shareholder Rights Agreement dated as of
September 25, 1997 (the "Rights Agreement") between the Company and Firstar
Trust Co., as Rights Agent (the "Rights Agent").
Initially, the Rights associated with the Common Stock outstanding as of
the Record Date will be evidenced solely by the certificates for shares of
Common Stock, with a copy of a "Summary of Rights" attached thereto.
Certificates for shares of Common Stock delivered by or on behalf of the
Company after the Record Date and prior to the earliest of the Distribution
Date, redemption of the Rights or the Final Expiration Date, either upon
transfer of outstanding shares, including certificates for shares of Common
Stock which were reacquired by the Company and then transferred, or original
issuance of additional shares of Common Stock, will contain a notation
incorporating the Rights Agreement by reference. Until the Distribution Date,
redemption of the Rights or the Final Expiration Date, the Rights may be
transferred only with the associated shares of Common Stock and the surrender
for transfer of any certificate for shares of Common Stock, with or without a
notation and whether or not a copy of a Summary of Rights is attached thereto,
shall constitute the transfer of the Rights associated with the shares of
Common Stock represented by such stock certificate.
The Rights will separate from the Common Stock upon the earliest to occur
of: (i) the close of business on the tenth Business Day after the first date
on which there shall be, as determined by a majority of the Disinterested
Directors (as hereinafter defined) then in office in their sole discretion, a
public announcement by the Company or any individual, firm, corporation,
partnership, limited liability company, association or other entity, and any
successor of the foregoing (a "Person") that such Person has become an
Acquiring Person (as hereinafter defined); (ii) the close of business on the
tenth Business Day (or such later Business Day as may be determined by action
of the Board) after commencement by any Person (other than an Exempt Person)
of, or the first public announcement of the intention of any Person to
commence, a tender or exchange offer if, upon consummation thereof, such Person
would be the beneficial owner of 15% or more of the outstanding shares of
Common Stock (provided, however, that if such tender or exchange offer is
cancelled, terminated or otherwise withdrawn prior to the Distribution Date
without the purchase of any Common Stock, such offer shall be deemed for
purposes of the definition of "Distribution Date" never to have been commenced
or publicly announced); and (iii) the close of business on the tenth Business
Day after a determination by at least a majority of the Disinterested Directors
who are not officers of the Company that a Person has become an Adverse Person
(as hereinafter defined). The earliest of the dates specified in clauses (i),
(ii) and (iii) is the "Distribution Date." After the Distribution Date, the
Rights will be evidenced solely by separate certificates.
An "Acquiring Person" is any Person who or which, together with its
affiliates and associates, has become the beneficial owner of 15% or more of
the shares of Common Stock then outstanding, but does not include (i) the
Company, (ii) any subsidiary of the Company, (iii) any employee stock ownership
plan, employee benefit plan or other compensation program or arrangement of the
Company or of any subsidiary, (iv) any Person holding shares of Common Stock
for or pursuant to the terms of any such plan, program or arrangement set forth
in (iii) above, (v) any Person who becomes the beneficial owner of 15% or more
of the outstanding Common Stock solely as a result of an acquisition of Common
Stock by the Company, until such time as such Person acquires additional Common
Stock, or (vi) any Person who becomes an Acquiring Person without any plan or
intent to seek or affect control of the Company if such Person promptly enters
into an irrevocable commitment promptly to divest and
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thereafter promptly divests such Common Stock so that such Person ceases to be
the beneficial owner of 15% or more of the outstanding Common Stock (the
Persons specified in clauses (i) through (iv) being herein collectively called
"Exempt Persons"). An "Adverse Person" is any Person who or which, together
with its affiliates and associates, has acquired 10% or more of the Common
Stock outstanding and has been determined, by at least a majority of the
Disinterested Directors who are not officers of the Company, to be reasonably
likely to cause the Company to take action which would provide such Person with
a short-term financial gain not in the best long-term interests of the Company
and its shareholders or is reasonably likely to have a material adverse effect
on the business or prospects of the Company. "Business Day" shall mean any day
other than a Saturday, a Sunday or a day on which banking institutions in the
State of Wisconsin are authorized or obligated by law or executive order to
close. A "Disinterested Director" is any member of the Board who is not a
Restricted Person (as hereinafter defined), or a representative or nominee of a
Restricted Person, and who was a member of the Board as of the date of the
Rights Agreement, or any individual who subsequently becomes a member of the
Board and is not a Restricted Person or a representative or nominee of a
Restricted Person, if such Person's nomination for election to the Board is
recommended or approved by a majority of the Disinterested Directors then in
office. A "Restricted Person" is an Acquiring Person, an Adverse Person or any
affiliate or associate thereof.
As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights ("Rights Certificates") will be mailed to
the holders of record of the Common Stock as of the close of business on the
Distribution Date. Each share of Common Stock issued by the Company after the
Distribution Date and prior to the Final Expiration Date, including shares of
Common Stock issued by reason of the exercise of any option, warrant, right
(other than the Rights) or conversion or exchange privilege (other than the
Rights) or convertible or exchangeable security issued by the Company prior to
the Distribution Date, will be accompanied by a Right (unless the Board
expressly provides to the contrary at the time of issuance of any such option,
warrant, right or convertible or exchangeable security), and Rights
Certificates evidencing such Rights will be issued at the same time as the
certificates for the associated shares of Common Stock.
The Preferred Shares receivable upon exercise of the Rights will not be
redeemable. Each Preferred Share will entitle the record holder thereof to
receive a preferential dividend equal to 100 times the aggregate per share
amount of all cash dividends, and 100 times the aggregate per share amount
(payable in kind) of all non-cash dividends or other distributions (other than
in shares of Common Stock) declared on the Common Stock, adjusted to give
effect to any dividend on the Common Stock payable in shares of Common Stock or
any subdivision, combination or reclassification of the Common Stock (a
"Dilution Event"). In the event of liquidation of the Company, the holder of
each Preferred Share will be entitled to receive a preferential liquidation
payment equal to the greater of $1.00 and 100 times the aggregate per share
amount to be distributed to the holders of the Common Stock, adjusted to give
effect to any Dilution Event, plus an amount equal to accrued and unpaid
dividends and distributions on such Preferred Share, whether or not declared,
to the date of such payment. Each Preferred Share will entitle the holder
thereof to 100 votes on all matters submitted to a vote of the shareholders of
the Company, voting together as a single class with the holders of the Common
Stock and the holders of any other class of capital stock having general voting
rights, adjusted to give effect to any Dilution Event. In the event of any
merger, consolidation or other transaction in which the outstanding shares of
Common Stock of the Company are exchanged for or converted into other capital
stock, securities, cash or other property, each Preferred Share will be
similarly exchanged or converted into 100 times the per share amount applicable
to the Common Stock, adjusted to give effect to any Dilution Event. The Rights
will expire on the close of business on September 25, 2007 (the "Final
Expiration Date"), unless the Final Expiration Date is extended or the Rights
are earlier redeemed or exchanged by the Company. Until a Right is exercised,
the holder thereof, as such, will have no rights as a shareholder of the
Company, including, without limitation, the right to vote or to receive
dividends.
In the event that (i) a Person becomes an Acquiring Person, (ii) a Person
(other than an Exempt Person) commences or first publicly announces the
intention of a Person (other than an Exempt Person) to commence a tender or
exchange offer if, upon the consummation thereof, such Person would be the
beneficial owner of 15% or more of the shares of Common Stock outstanding, or
(iii) a person is declared to be an Adverse Person (where the earliest of such
events shall be referred to as a "Flip-In Event"), proper provision will be
made so that the registered holder of each Right (other than Rights
beneficially owned by a Restricted Person or their designated transferees) will
thereafter have the right, unless the Rights are earlier redeemed, exchanged or
expire, to acquire, upon exercise
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and payment of the Exercise Price, to receive the number of shares of Common
Stock which, at the time of the occurrence of such event, will have a market
value equal to two times the then current Exercise Price. After a Flip-In
Event, all rights which are, or (under certain circumstances specified in the
Rights Agreement) were, beneficially owned by a Restricted Person or designated
transferees therefrom, will be or become void. Under no circumstances may a
Right be exercised unless the Company's option to redeem the Rights has
expired.
At any time after a Flip-In Event and prior to the time that any Person
(other than an Exempt Person), together with its affiliates and associates, has
become the beneficial owner of 50% or more of the outstanding shares of Common
Stock, the Board may direct that all or any part of the outstanding and
exercisable Rights (other than Rights which have become void) be exchanged for
shares of Common Stock at the exchange rate of one share of Common Stock per
Right, adjusted to give effect to any Dilution Event. Any partial exchange
will be effected pro rata among the registered holders of the Rights based upon
the number of Rights held.
If, on or after the occurrence of a Flip-In Event: (i) the Company merges
into or consolidates with an Interested Shareholder (as hereinafter defined)
or, unless all holders of the Common Stock are treated the same, another Person
(with limited designated exceptions); (ii) an Interested Shareholder or, unless
all holders of the Common Stock are treated the same, another Person (with
limited exceptions) merges into the Company and either (A) all or part of the
outstanding shares of Common Stock of the Company are converted into capital
stock or other securities of any other Person (or the Company), cash and/or
other property, or (B) such shares remain outstanding, unconverted and
unchanged; or (iii) the Company sells or transfers 50% or more of its
consolidated assets or earning power in one or a series of related transactions
to an Interested Shareholder or, unless all holders of the Company's
outstanding shares of Common Stock are treated the same, another Person (with
limited exceptions); then proper provision will be made so that the registered
holder of each Right (other than Rights which have become void) will thereafter
have the right to acquire, upon exercise and payment of the Exercise Price, the
number of common shares of the acquiror (or of another Person affiliated
therewith) which, at the time of consummation of such transaction, will have a
market value equal to two times the then current Exercise Price. An
"Interested Shareholder" is any Restricted Person or any affiliate or associate
of any other Person in which such Restricted Person has an interest, or any
Person acting, directly or indirectly, on behalf of or in concert with any such
Restricted Person.
The Exercise Price payable and the number and kind of shares of capital
stock issuable upon exercise of the Rights are subject to adjustment from time
to time to prevent dilution (i) in the event of a dividend payable in Preferred
Shares on, or a subdivision, combination or reclassification of, the Preferred
Shares, (ii) upon the grant to the holders of the Preferred Shares of certain
options, warrants or rights to subscribe for or purchase Preferred Shares at a
price, or securities convertible into or exchangeable for Preferred Shares with
a conversion or exchange price, less than the then current market price of the
Preferred Shares, or (iii) upon the distribution to the holders of the
Preferred Shares of cash, securities, evidences of indebtedness or other
property (other than a regular quarterly cash dividend or a dividend payable in
Preferred Shares) or options, warrants or rights (other than those referred to
in clause (ii) above). The number of outstanding Rights and the number of one
one-hundredths of a Preferred Share issuable upon exercise of each Right also
are subject to adjustment in the event of a dividend on the Common Stock
payable in shares of Common Stock or a subdivision, combination or
reclassification of the Common Stock occurring, in any such case, prior to the
Distribution Date.
With certain specified exceptions, no adjustment in the Exercise Price
will be made until the cumulative adjustments required equal at least 1% of the
Exercise Price. The Company is not required to issue fractional Preferred
Shares (other than fractions which are multiples of one one-hundredth of a
Preferred Share), but in lieu thereof the Company will make a cash payment
based upon the market value of the Preferred Shares on the trading day
immediately preceding the date of exercise.
At any time prior to the earliest of the Distribution Date and the Final
Expiration Date, the Board may redeem the Rights in whole, but not in part, at
the redemption price of $.0l per Right, adjusted to give effect to any Dilution
Event (the "Redemption Price"); provided, however, that, under certain
circumstances specified in the Rights Agreement, the Rights may not be redeemed
unless there is more than one Disinterested Director in office and such
redemption is approved by at least a majority of such Disinterested Directors.
The redemption of the Rights may
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be made effective at such time, on such basis and with such conditions as the
Board, in its sole discretion, may establish. Immediately after action by the
Board directing the redemption of the Rights, the option to exercise the Rights
will terminate, and thereafter each registered holder of the Rights will only
be entitled to receive the Redemption Price therefor.
Prior to the Distribution Date, the terms of the Rights and the Rights
Agreement may be supplemented or amended by the Board in any manner. From and
after the Distribution Date, the Rights may be supplemented or amended by the
Board, without the approval of the holders of the Rights, in certain respects
which do not materially adversely affect, as determined by the Board (with the
concurrence of at least a majority of the Disinterested Directors), the
interests of such holders (excluding the interests of any Restricted Person);
provided, however, that the Rights Agreement cannot be amended to lengthen (i)
any time period unless such lengthening is approved by at least a majority of
the Disinterested Directors, and such lengthening is for the benefit of the
holders of the Rights (excluding the interests of any Acquiring Person, Adverse
Person or affiliate or associate thereof), or (ii) any time period relating to
when the Rights may be redeemed if at such time the Rights are not then
redeemable.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
in certain circumstances. Accordingly, the existence of the Rights may deter
certain potential acquirors from making certain takeover proposals or tender
offers. The Rights should not interfere with any merger or other business
combination approved by the Board of Directors since the Rights may be redeemed
by the Company as described above.
A copy of the Rights Agreement is attached hereto as an exhibit and
incorporated herein by reference. The foregoing description of the Rights is
qualified in its entirety by reference to the Rights Agreement and such
exhibits thereto.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(C) EXHIBITS.
3.5 Articles of Amendment to the Articles of Incorporation
of St. Francis Capital Corporation.
4.1 Shareholder Rights Agreement dated as of September 25,
1997 between St. Francis Capital Corporation and
Firstar Trust Co.
99.1 Press Release dated September 25, 1997.
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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.
Date: September 25, 1997 ST. FRANCIS CAPITAL CORPORATION
By: /s/ Thomas R. Perz
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Thomas R. Perz, President and
Chief Executive Officer
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APPENDIX AND EXHIBIT INDEX
APPENDIX AND SEQUENTIAL
EXHIBIT NO. DESCRIPTION PAGE NO.
- ------------ ----------- ----------
3.5 Articles of Amendment to the Articles of Incorporation of
St. Francis Capital Corporation..........................
4.1 Shareholder Rights Agreement dated as of September 25,
1997 between St. Francis Capital Corporation and
Firstar Trust Co.........................................
99.1 Press Release dated September 25, 1997...................