1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-K/A ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL PERIOD ENDED DECEMBER 31, 1997 COMMISSION FILE NUMBER 0-19829 CALUMET BANCORP, INC. DELAWARE 36-3785272 (State of incorporation) (I.R.S. Employer Identification Number) 1350 EAST SIBLEY BOULEVARD, DOLTON, ILLINOIS 60419 TELEPHONE NUMBER (708) 841-9010 Securities registered pursuant to Section 12(b) of the Act: NONE Securities registered pursuant to Section 12(g) of the Act: COMMON STOCK, PAR VALUE $.01 PER SHARE NASDAQ (Title of Class) (Name of each exchange on which registered) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months ( or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ___ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] As of March 1, 1998 there were issued and outstanding 3,141,497 shares of the registrant's Common Stock. The aggregate market value of the voting stock held by non-affiliates of the registrant, based on the closing sales price of the registrant's Common Stock as quoted on the NASDAQ/NMS on March 1, 1998 was $117,806,138. Solely for purposes of this calculation, all directors and executive officers of the registrant are considered non-affiliates of the registrant. DOCUMENTS INCORPORATED BY REFERENCE Part III - Portions of the Proxy Statement for the 1997 Annual Meeting of Stockholders to be held on April 29, 1998 are incorporated by reference into Part III hereof. 2 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE At the September 24, 1996, meeting of the Board of Directors of the Registrant, the Board of Directors terminated the service of Ernst & Young LLP as the Registrant's independent certified public accountants. There were no disagreements between the Registrant and Ernst & Young LLP on any matter of accounting principles or practice, financial statement disclosure, or auditing scope or procedure. On September 25, 1996, the Registrant engaged the firm of Crowe, Chizek and Company LLP as independent certified public accountants for the Registrant. Form 8-K was filed on October 1, 1996, with the United States Securities and Exchange Commission. Amendment No. 1 to Form 8-K was filed on October 11, 1996. 3 SIGNATURE Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereto duly authorized. CALUMET BANCORP, INC. ----------------------- (Registrant) Date: September 21, 1998 /s/ John Garlanger ----------------------- Chief Financial Officer