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
July 24, 1998
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(Date of earliest event reported)
CFS Bancorp, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 000-24611 33-2042093
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
707 Ridge Road 46321
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(Address of principal executive offices) (Zip Code)
(219) 836-5500
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name, former address and former fiscal year, if changed since last
report)
Page 1 of 5 Pages
Exhibit Index appears on Page 4
ITEM 2. Acquisition and Disposition of Assets
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On July 24, 1998, CFS Bancorp, Inc. (the "Company") consummated the
previously announced merger ("Merger") of SuburbFed Financial Corp. ("SFC")
with and into the Company. Upon consummation of the Merger, each former
stockholder of SFC became entitled to receive 3.6 shares of Company common
stock, par value $0.01 per share ("Company Common Stock"), for each former
share of common stock of SFC, par value $0.01 per share ("SFC Common Stock").
Each outstanding option to purchase SFC Common Stock was converted into an
option to purchase 3.6 shares of the Company. Up to 5,507,424 shares of CFS
Common Stock will be issued upon exchange for former shares of SFC Common
Stock and options to acquire SFC Common Stock. Prior to the date of the
Merger, SFC was a savings and loan holding company for Suburban Federal
Savings, a Federal Savings Bank ("Suburban Federal") which was principally
engaged in the business of attracting deposits from the general public and
using such deposits, together with funds generated from operations and
borrowings, primarily to originate one-to four-family residential loans in
Illinois. As of March 31, 1998, SFC had total assets of $446.5 million,
total deposits of $321.0 million and stockholders' equity of $30.0 million.
Additional information regarding the Merger is included in the Company's
registration statement on Form S-1 filed on March 23, 1998, as amended.
ITEM 5. Other Events
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On July 24, 1998, the Company also completed the mutual-to-stock conversion
("Conversion") of Citizens Financial Services, FSB ("Citizens"), and the sale of
17,853,750 shares of Company Common Stock at $10.00 per share for total gross
proceeds of $178.5 million. As an integral part of the Conversion and in
furtherance of Citizens' commitment to the communities that it serves, Citizens
and the Company have established a charitable foundation known as The Citizens
Savings Foundation (the "Foundation") and have contributed 300,000 Shares (1.3%
of the shares sold in the Conversion) to the Foundation. The Foundation will
provide funding to support charitable causes and community development
activities which will complement Citizens' existing community activities.
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ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits
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Financial Statements and Pro Forma Data:
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(a) The following audited financial statements of SFC are incorporated
by reference to the Company's registration statement on Form S-1 filed with the
Securities and Exchange Commission on March 23, as amended:
Independent Auditors' Report
Consolidated Statements of Financial Condition as of December 31, 1997 and
1996
Consolidated Statements of Earnings for the Years Ended December 31, 1997,
1996 and 1995
Consolidated Statement of Changes in Stockholders' Equity for the Years
Ended December 31, 1997, 1996 and 1995
Consolidated of Cash Flows for the Years Ended 1997, 1996 and 1995
Notes to Consolidated Financial Statements
The following unaudited, consolidated interim financial statements of SFC
are incorporated by reference to the Quarterly Report on Form 10-Q for the
quarter ended March 31, 1998 filed by SFC with the Securities and Exchange
Commission:
Consolidated Statements of Financial Condition at March 31, 1998
Consolidated Statements of Income (Unaudited) Three Months Ended March 31,
1998 and 1997
Consolidated Statement of Changes in Stockholders' Equity Three Months
Ended March 31, 1998 (Unaudited)
Consolidated Statement of Cash Flows (Unaudited) Three Months Ended March
31, 1998 and 1997
Notes to Consolidated Financial Statements
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(b) Pro forma financial information is not available as of the date of
this report on Form 8-K. Pro forma financial information will be filed by
amendment as soon as practicable, but in no event later than 60 days after the
date that this initial report on Form 8-K must be filed.
(c)Exhibits:
Exhibit Number Description
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2(i) Agreement and Plan of Merger, dated as
of December 29, 1997, by and between
the Company, Citizens and SFC.*
2(ii) Plan of Conversion, dated as of December
29, 1997, as amended on March 16, 1998
and May 7, 1998, by and between the
Company and Citizens.*
99 Press Release issued by the Company on
July 24, 1998 with respect to the
closing.
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* This exhibit is incorporated by reference to the Company's registration
statement on Form S-1 as filed on March 23, 1998, as amended.
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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 thereunto duly authorized.
CFS BANCORP, INC.
Date: July 31, 1998 By: /s/Thomas F. Prisby
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Thomas F. Prisby
Chairman and
Chief Executive Officer
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