SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
November 22, 1996
(Date of earliest event reported)
STANDARD FINANCIAL, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 0-24082 36-3941870
(State or Other (Commission File (IRS Employer
Jurisdiction of File Number) Identification
Incorporation) Number)
4192 South Archer Avenue
Chicago, Illinois 60632-1890
(Address of Principal Offices, including zip code)
(312) 847-1140
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS.
On November 22, 1996, the Board of Directors of
Standard Financial, Inc. (the "Corporation") approved an
amendment to the Corporation's existing Bylaws. The
amendment to the Bylaws is summarized below.
Article I, Section 7(b) of the Bylaws was
amended to provide that no business may be transacted at
an annual meeting of stockholders of the Corporation
other than business that is (i) specified in the notice
of meeting given by the Board of Directors of the
Corporation, (ii) otherwise properly brought before the
annual meeting by the Board of Directors of the
Corporation or (iii) otherwise properly brought before
the annual meeting by any stockholder of the Corporation
(A) who is a stockholder of record on the date notice to
the Corporation of the business to be transacted was
given by such stockholder (as provided in clause (B)
below) and on the record date for the determination of
stockholders entitled to vote at the annual meeting and
(B) who submits to the Corporation the stockholder
proposal to be considered, in proper written form as
provided in the amended Bylaws, not less than one hundred
twenty (120) days nor more than one hundred fifty (150)
days prior to the anniversary date of the immediately
preceding annual meeting or, if the annual meeting is
called for a date that is not within thirty (30) days
before or after such anniversary date, not later than the
close of business on the tenth (10th) day following the
day on which such notice of the date of the annual
meeting was mailed or such public announcement of the
date of the annual meeting was made, whichever first
occurs.
Article I, Section 7(c) of the Bylaws was
amended to provide that persons may be nominated to stand
for election as a director of the Corporation only (i) by
or at the direction of the Board of Directors of the
Corporation or (ii) by any stockholder of the Corporation
(A) who is a stockholder of record on the date notice to
the Corporation of the person to be nominated to stand for
election as a director was given by such stockholder (as
provided in clause (B) below) and on the record date for
the determination of stockholders entitled to vote at the
annual meeting and (B) who submits to the Corporation the
notice of the person to be nominated to stand for election
as a director, in proper written form as provided in the
amended Bylaws, not less than one hundred twenty (120)
days nor more than one hundred fifty (150) days prior to
the anniversary date of the immediately preceding annual
meeting or, if the annual meeting is called for a date
that is not within thirty (30) days before or after such
anniversary date, not later than the close of business on
the tenth (10th) day following the day on which such
notice of the date of the annual meeting was mailed or
such public announcement of the date of the annual meeting
was made, whichever first occurs. Such notice must be
accompanied by a written consent of each proposed nominee
to be named as a nominee and to serve as a director if
elected. Notwithstanding anything in clause (B) (above) to
the contrary, if the number of directors to be elected to
the Board of Directors of the Corporation is increased and
there is no public announcement by the Corporation naming
all of the nominees for director or specifying the size of
the increased Board of Directors at least one hundred
thirty (130) days prior to the first anniversary of the
preceding year's annual meeting, a stockholder's notice
required by this Bylaw shall also be considered timely,
but only with respect to nominees for any new positions
created by such increase, if it is delivered to the
Secretary at the principal executive offices of the
Corporation not later than the close of business on the
tenth (10th) day following the day on which such public
announcement is first made by the Corporation.
Article I, Section 7 of the Bylaws was amended
to add Subsection (d) which provides that, for the
purposes of Article I, Section 7 of the Bylaws, a "public
announcement" is an announcement in a press release
reported by the Dow Jones News Service, Associated Press
or comparable national news service or in a document
publicly filed by the Corporation with the Securities and
Exchange Commission pursuant to Section 13, 14 or 15(d)
of the Securities Exchange Act of 1934.
The foregoing description of the amendment to
the Bylaws is qualified in its entirety by reference to
the Bylaw Amendment, a copy of which is incorporated by
reference herein by Exhibit 3.2 to this Current Report on
Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits:
3.2 Bylaw Amendment of Standard Financial, Inc.,
dated November 22, 1996.
99.1 Press release dated November 22, 1996 regarding
approval by Standard Financial, Inc. Board of
Directors of Bylaw Amendment.
SIGNATURE
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.
STANDARD FINANCIAL, INC.
By: /s/ Randall R. Schwartz
------------------------------
Name: Randall R. Schwartz
Title: Vice President
and General Counsel
Dated: November 22, 1996
EXHIBIT INDEX
Exhibit Description
3.2 Standard Financial, Inc. Bylaw Amendment,
approved November 22, 1996.
99.1 Standard Financial, Inc. Press Release
dated November 22, 1996.