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ANNUAL REPORT ON FORM 10-K
Securities and Exchange Commission
Washington, D.C. 20549
Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the fiscal year ended Dec. 31, 1996.
Commission File Number 0-15580
ST. PAUL BANCORP, INC.
Incorporated in the State of Delaware
IRS Employer Identification #36-3504665
Address: 6700 West North Avenue
Chicago, Illinois 60707
Telephone: (773) 622-5000
Securities registered pursuant to Section 12(g) of the Act: Common Stock,
Par Value $0.01; Preferred Stock Purchase Rights.
As of Jan. 31, 1997, St. Paul Bancorp, Inc. had 23,066,922 shares of common
stock outstanding. The aggregate market value of common stock held by
non-affiliates as of Jan. 31, 1997, was $487,151,256. (1)
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
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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 incorporated by
reference in Part III of this Form 10-K or any amendment to this Form 10-K.
[x].
Documents Incorporated By Reference:
PARTS I, II, III, AND IV:
Portions of the Annual Report to Shareholders for the fiscal year ended
Dec. 31, 1996.
PART III:
Portions of the definitive proxy statement for the 1997 Annual Meeting
of Shareholders. Notwithstanding anything to the contrary set forth herein,
the Report of the Organizational Planning and Stock Option Committees on
Executive Compensation and the Corporate Performance Graph contained in the
proxy statement shall not be incorporated by reference.
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(1) Solely for the purpose of this calculation, all executive officers and
directors of the registrant are considered to be affiliated. Also included are
the shares held by various employee benefit plans where trustees are directors
of St. Paul Bancorp, Inc.
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The information required by the following items are incorporated herein by
reference from portions of the registrant's Annual Report to Shareholders
at Exhibit 13 as follows:
Page Number
PART I at Exhibit 13
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Item 1 Business
General................................. 20-21, 44, 67-68
Distribution of Assets, Liabilities and Stockholder's Equity;
Interest Rates and Interest Differential........... 26-27
Investment Portfolio............................ 39, 48-49
Loan Portfolio............... 32-34, 36, 39, 45, 49-50, 61
Summary of Loan Loss Experience........... 35, 36, 45, 50
Deposits...................................... 26, 38, 52
Return on Equity and Assets....................... 18-19
Short-Term Borrowings.............................. 52-54
Item 2 Properties............................................. 67
Item 3 Legal Proceedings..................................... none
Item 4 Submission of Matters to a Vote of
Security Holders...................................... none
PART II
Item 5 Market for the Registrant's Common Equity and Related
Stockholder Matters........... 23, 25, 34, 55-56, 66-68, 72
Item 6 Selected Financial Data............................... 18-19
Item 7 Management's Discussion and Analysis of Financial
Condition and Results of Operations................... 20-39
Item 8 Financial Statements and Supplemental Data............ 40-65
Item 9 Changes in and Disagreements with Accountants on
Accounting and Financial Disclosures.................. none
PART III
Item 10 Directors and Executive Officers of the Registrant ... 70,*
Item 11 Executive Compensation................................ *
Item 12 Security Ownership of Certain Beneficial Owners
and Management........................................ *
Item 13 Certain Relationships and Related Transactions........ *
PART IV
Item 14 Exhibits, Financial Statement Schedules and Reports
on Form 8-K........................................... 68-69
* St. Paul Bancorp's definitive proxy statement for the 1997 Annual
Meeting of Shareholders is incorporated herein by reference, other than the
sections entitled "Report of the Organizational Planning and Stock Option
Committees on Executive Compensation" and "Comparative Performance Graph."
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SIGNATURES
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 March 24, 1997 on its behalf by the undersigned thereunto duly authorized.
St. Paul Bancorp, Inc.
Joseph C. Scully
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below on March 24, 1997, by the following persons on
behalf of the registrant and in the capacities indicated.
/s/JOSEPH C. SCULLY /s/JOHN W. CROGHAN
Chairman and Chief Executive Officer Director
/s/PATRICK J. AGNEW /s/ALAN J. FREDIAN
President and Chief Operating Officer Director
/s/ROBERT N. PARKE /s/PAUL C. GEAREN
Senior Vice President and Treasurer Director
(principal financial officer)
/s/KENNETH J. JAMES
/s/PAUL J. DEVITT Director
First Vice President and Controller
(principal accounting officer) /s/JEAN C. MURRAY, O.P.
Director
/s/WILLIAM A. ANDERSON
Director /s/JOHN J. VIERA
Director
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EXHIBITS (c)
Financial Statements Filed Page
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St. Paul Bancorp, Inc.
Consolidated Financial Statements...................................... 40
Notes to Consolidated Financial Statements............................. 44
Report of Independent Auditors......................................... 65
Schedules to the consolidated financial statements required by Article 9 of
Regulation S-X are omitted, since the required information is included in the
footnotes or is not applicable.
A current report on Form 8-K was filed on December 16, 1996 announcing a
five-for-four stock split distributed on January 14, 1997 to shareholders of
record as of December 31, 1996.
The following Exhibit Index lists the Exhibits to Annual Report on Form 10-K.
EXHIBIT NUMBER 3
Certificate of Incorporation and Bylaws.
i Restated Certificate of Incorporation (a).
ii Bylaws of Registrant, as amended (a).
iii Amendments to Bylaws of Registrant dated as of Dec. 18, 1989, July 18,
1992, Sept. 27, 1993, Oct. 25, 1993 and Feb. 28, 1994, respectively (a).
EXHIBIT NUMBER 10
Material Contracts.
i Stock Option Plan, as amended (a)(b).
ii Amendment to Stock Option Plan dated May 13, 1992 (a)(b).
iii Amendment to Stock Option Plan dated May 4, 1994 (a)(b).
iv 1995 Incentive Plan (a)(b).
v Employment Agreements dated as of Dec. 19, 1994 among
St. Paul Bancorp, Inc., St. Paul Federal Bank
For Savings and Joseph C. Scully and Patrick J. Agnew,
respectively (a)(b).
vi Amendments to Employment Agreements, dated as of May 22, 1995,
among St. Paul Bancorp, Inc., St. Paul
Federal Bank For Savings and Joseph C. Scully and
Patrick J. Agnew, respectively (a)(b).
vii Amendments to Employment Agreements, dated as of Aug. 28, 1995,
among St. Paul Bancorp, Inc., St. Paul
Federal Bank For Savings and Joseph C. Scully and
Patrick J. Agnew, respectively (a)(b).
viii Amendments to Employment Agreements, dated as of Dec. 31, 1995,
among St. Paul Bancorp, Inc., St. Paul
Federal Bank For Savings and Joseph C. Scully and
Patrick J. Agnew, respectively (a)(b).
ix Severance Agreements, dated as of Dec. 21, 1992, among
St. Paul Bancorp, Inc., St. Paul Federal Bank
For Savings and Robert N. Parke, Thomas J. Rinella,
Donald G. Ross and Clifford M. Sladnick, respectively (a)(b).
x Amendments to Severance Agreements, dated as of Dec. 19, 1994,
among St. Paul Bancorp, Inc., St. Paul
Federal Bank For Savings and Robert N. Parke, Thomas J. Rinella,
Donald G. Ross and Clifford M. Sladnick, respectively (a)(b).
xi Amendments to Severance Agreements, dated as of May 22, 1995,
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among St. Paul Bancorp, Inc., St. Paul Federal Bank For Savings
and Robert N. Parke, Thomas J. Rinella, Donald G. Ross and
Clifford M. Sladnick, respectively (a)(b).
xii Amendments to Severance Agreements, dated as of Aug. 28, 1995,
among St. Paul Bancorp, Inc., St. Paul Federal Bank For Savings
and Robert N. Parke, Thomas J. Rinella, Donald G. Ross and
Clifford M. Sladnick, respectively (a)(b).
xiii St. Paul Federal Bank For Savings Deferred Compensation Trust
Agreement dated April 21, 1987 (a)(b).
xiv First Amendment to Agreement in Trust dated as of Dec. 31, 1989
by and between St. Paul Federal Bank For Savings; and
Alan J. Fredian, Michael R. Notaro and Faustin A. Pipal, as
trustees (a)(b).
xv St. Paul Federal Bank For Savings and St. Paul Bancorp, Inc.
Nonqualified Retirement Plan for Directors, as amended and
restated as of March 28, 1994 (a)(b).
xvi First Amendment to St. Paul Federal Bank For Savings and
St. Paul Bancorp, Inc. Nonqualified Retirement Plan for
Directors, dated as of Dec. 31, 1995 (a)(b).
xvii Agreement in Trust, dated as of Jan. 28, 1991 between
St. Paul Federal Bank For Savings and Alan J. Fredian,
Michael R. Notaro and Joseph C. Scully, as trustees (a)(b).
xviii St. Paul Federal Bank For Savings Supplemental Retirement Plan
and Excess Benefit Plan (a)(b).
xix St. Paul Federal Bank For Savings Supplemental Retirement
Trust (a)(b).
xx St. Paul Bancorp, Inc. and St. Paul Federal Bank For Savings
Employee Severance Compensation Plan, executed Dec. 20,
1993 (a)(b).
xxi Term Loan Agreement, dated as of Nov. 21, 1991, among St. Paul
Federal Bank For Savings Employee Stock Ownership Trust,
St. Paul Bancorp, Inc., and Nationar (a).
xxii First Amendment to Term Loan Agreement, dated as of June 30,
1993 (but effective as of May 5, 1993), by and among St. Paul
Federal Bank For Savings Employee Stock Ownership Trust,
St. Paul Bancorp, Inc., and Nationar (a).
xxiii Letter, dated Jan. 19, 1996, among St. Paul Federal Bank For
Savings Employee Stock Ownership Trust, St. Paul Bancorp, Inc.,
and Northwest Savings Bank, as successor in interest to Nationar.
xxiv Shareholders Rights Plan dated Oct. 26, 1992 (a).
xxv Indenture for Subordinated Notes dated Feb. 1, 1993 between St.
Paul Bancorp, Inc., and Harris Trust and Savings Bank (a).
xxvi Indenture dated as of July 1, 1989 between St. Paul Federal
Bank For Savings and Bankers Trust Company, Trustee (a).
xxvii Revolving Loan Agreement, dated as of Sept. 15, 1995, between
St. Paul Bancorp, Inc. and LaSalle National Bank (a).
xxviii First Amendment to Revolving Loan Agreement, dated as of
Oct. 15, 1996, between St. Paul Bancorp, Inc. and LaSalle
National Bank.
EXHIBIT NUMBER 13 Portions of the 1996 Annual Report to Shareholders.
EXHIBIT NUMBER 21 Subsidiaries of Registrant.
EXHIBIT NUMBER 23 Consent of Ernst & Young LLP.
EXHIBIT NUMBER 27 Financial Data Schedule.
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(a) Exhibit has heretofore been filed with the Securities and Exchange
Commission and is incorporated herein by reference.
(b) Management contract or compensation plan or arrangement required to be
filed as an exhibit.
(c) Copies of the Exhibits will be furnished upon request and payment of the
Company's expenses in furnishing the Financial Statement Schedule and
Exhibits.