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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
Date of Report (Date of Earliest Event Reported) May 17, 1999
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St. Paul Bancorp, Inc.
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(Exact Name of Registrant as Specified in its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
01-15580 36-3504665
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(Commission File Number) (I.R.S. Employer Identification No.)
6700 West North Avenue, Chicago, Illinois 60707
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(Address of Principal Executive Offices) (Zip Code)
(773) 622-5000
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(Registrant's Telephone Number, Including Area Code)
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ITEM 5. OTHER EVENTS
On May 17, 1999, St. Paul Bancorp, Inc., a Delaware corporation ("St.
Paul"), and Charter One Financial, Inc., a Delaware corporation ("COFI"),
announced that they had entered into an Agreement and Plan of Merger, dated as
of May 17, 1999 (the "Merger Agreement"), among St. Paul, COFI and Charter
Michigan Bancorp, Inc., a Michigan corporation and wholly-owned first-tier
subsidiary of COFI ("Charter Michigan"). The Agreement provides that COFI will
acquire each issued and outstanding share of common stock of St. Paul in
exchange for 0.945 of a share of COFI common stock, subject to adjustment,
through the merger of St. Paul with and into Charter Michigan, upon which the
separate corporate existence of St. Paul shall cease. At the time of the
execution of the Agreement, St. Paul and COFI entered into a stock option
agreement pursuant to which COFI has the right to acquire in certain
circumstances up to 9.9% of the shares of St. Paul (after giving effect to the
exercise of the option).
The consummation of the transactions contemplated by the Merger
Agreement is subject to the approval of the shareholders of St. Paul and COFI
and other conditions. A copy of the press release announcing execution of the
Merger Agreement is attached as Exhibit 99.1 and is incorporated herein by
reference.
In connection with the transactions contemplated by the Merger
Agreement, St. Paul has also rescinded its share repurchase program. Under the
program, which was initiated on January 28, 1999, St. Paul was authorized to
repurchase up to 2,000,000 shares of its outstanding common stock. Prior to
announcement of the Merger Agreement, St. Paul had repurchased 1,032,000 shares.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
2.1 Agreement and Plan of Merger, dated as of May 17, 1999,
by and among Charter One Financial, Inc., Charter
Michigan Bancorp, Inc. and St. Paul Bancorp, Inc.
2.2 Stock Option Agreement, dated as of May 17, 1999,
between Charter One Financial, Inc. and St. Paul
Bancorp, Inc.
99.1 Press Release dated May 17, 1999 announcing execution
of the Merger Agreement.
99.2 Amendment, dated as of May 17, 1999, to Rights
Agreement, dated as of October 26, 1992, between St.
Paul Bancorp, Inc. and The First National Bank of
Boston, as Rights Agent.
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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.
ST. PAUL BANCORP, INC.
Dated: May 17, 1999 By: /s/ Patrick J. Agnew
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Patrick J. Agnew
President, Chief Operating Officer