-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DeJiBddYYh7k23MQdXvPO6kkM6pHJpShvaueEFU/ztwViu+5ozbVsO1yaXw5YYN+ vdq2HDDwdhmXGbZ3uQ1nxg== 0000950134-03-008670.txt : 20030529 0000950134-03-008670.hdr.sgml : 20030529 20030529154136 ACCESSION NUMBER: 0000950134-03-008670 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030529 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PERZ THOMAS R CENTRAL INDEX KEY: 0001061468 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 13400 BISHOPS LANE STREET 2: SUITE 350 CITY: BROOKFIELD STATE: WI ZIP: 53005-6203 MAIL ADDRESS: STREET 1: 13400 BISHOPS LANE STREET 2: SUITE 350 CITY: BROOKSFEILD STATE: WI ZIP: 53005-6203 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ST FRANCIS CAPITAL CORP CENTRAL INDEX KEY: 0000897941 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 391747461 STATE OF INCORPORATION: WI FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-45702 FILM NUMBER: 03723542 BUSINESS ADDRESS: STREET 1: 13400 BISHOPS LA STE 350 CITY: BROOKFIELD STATE: WI ZIP: 53005 BUSINESS PHONE: 4147448600 MAIL ADDRESS: STREET 1: 3545 S KINNICKINNIC AVE CITY: MILWAUKEE STATE: WI ZIP: 53235 SC 13D/A 1 c77465sc13dza.txt AMENDMENT NO. 1 TO SCHEDULE 13D OMB APPROVAL --------------------------- OMB Number: 3235-0145 Expires: December 31, 2005 Estimated average burden hours per response.......11 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)* ST. FRANCIS CAPITAL CORPORATION - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.01 Par Value - -------------------------------------------------------------------------------- (Title of Class of Securities) 789374 10 5 - -------------------------------------------------------------------------------- (CUSIP Number) Thomas R. Perz, 13400 Bishops Lane, #350, Brookfield, Wisconsin 53005, (414) 486-8700 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 20, 2003 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. / / NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). PERSONS WHO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER. SEC 1746 (11-02) CUSIP NO. 789374 10 5 - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). THOMAS R. PERZ - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) PF, SC - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES OF AMERICA - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 543,838 SHARES ----------------------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 34,806 OWNED BY EACH ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER REPORTING 543,838 PERSON ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER WITH 34,806 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 578,644 - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.2% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) IN - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- ITEM 1. SECURITY AND ISSUER This statement relates to shares of common stock, $0.01 par value per share ("Common Stock"), of St. Francis Capital Corporation (the "Issuer"). The principal executive officers of the Issuer are Thomas R. Perz, President and Chief Executive Officer, Jon D. Sorenson, Executive Vice President and Chief Financial Officer, William R. Hotz, General Counsel, and the following Executive Vice Presidents: Judith M. Gauvin and William T. James. The Issuer's address is 13400 Bishops Lane, #350, Brookfield, Wisconsin 53005-6203. ITEM 2. IDENTITY AND BACKGROUND (a) Thomas R. Perz; (b) 13400 Bishops Lane, #350, Brookfield, Wisconsin 53005-6203; (c) President and Chief Executive Officer, St. Francis Capital Corporation and St. Francis Bank (a wholly owned subsidiary of the Issuer), 13400 Bishops Lane, #350, Brookfield, Wisconsin 53005-6203; (d) N/A; (e) N/A; and (f) United States of America. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION The sources of funds for the acquisition of 543,838 shares of Common Stock by the reporting person are as follows:
NUMBER OF SHARES AMOUNT OF FUNDS SOURCE OF FUNDS ---------------- --------------- --------------- 329,700 * PF* 22,501 ** SC** 191,637 *** SC***
-------------------- * The reporting person acquired (directly or indirectly) 329,700 shares of Common Stock in the Company's initial public offering of the Common Stock in 1993 at $10.00 per share and at other various dates and at various prices prior to the date hereof. The shares indicated above also represent shares acquired pursuant to a 2-for-1 stock split declared by the Company on April 19, 1999. ** The reporting person also beneficially owns 22,501 shares of Common Stock pursuant to the St. Francis Bank Employee Stock Ownership Plan ("ESOP") acquired by the ESOP Trustee at various dates and at various prices prior to the date hereof. *** The reporting person was awarded options to purchase 274,548 shares of Common Stock under St. Francis Capital Corporation's Stock Option Plans, of which 191,637 shares of Common Stock may be acquired by Thomas R. Perz by exercising such options within 60 days of the date hereof. ITEM 4. PURPOSE OF TRANSACTION The reporting person has acquired his shares of Common Stock for investment purposes and as compensation for services rendered to the Issuer. On May 20, 2003, the Issuer entered into an Agreement and Plan of Reorganization with MAF Bancorp. Inc. ("MAF"), pursuant to which the Issuer will merge into MAF, with MAF to be the surviving corporation. (See Exhibit 1 hereto.) In connection with and pursuant to the Issuer entering into the Agreement and Plan of Reorganization, the reporting person executed an Affiliate Letter (the form of which is Exhibit D to the Agreement and Plan of Reorganization) for the benefit of MAF, pursuant to which the reporting person has agreed, among other things, to (a) not dispose of his shares of Common Stock prior to the Effective Time (as defined in the Agreement and Plan of Reorganization), and (b) vote his shares of Common Stock in favor of the merger and against any action that would breach certain provisions of the Agreement and Plan of Reorganization or impede or interfere with the merger. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) Aggregate Number: 578,644 Percentage of Class: 6.2% (b) Sole Voting Power: 543,838 Shared Voting Power: 34,806* Sole Dispositive Power: 543,838 Shared Dispositive Power: 34,806* -------------------- * The 34,806 shares of Common Stock, in which the reporting person has a beneficial interest, are held by the reporting person's spouse or children who are minors or who share his address or in trust where the reporting person is a beneficiary or has control over the trust assets as a trustee or otherwise. (c) N/A; (d) N/A; (e) N/A. ITEM 6. CONTACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER The information set forth in Item 4 above is incorporated in this Item 6 by reference. Thomas R. Perz was awarded options to purchase 274,548 shares of Common Stock under the Stock Option Plans. Options awarded under the Stock Option Plans are subject to the following vesting schedule: 09/30/97 5,000 09/30/98 26,000 09/30/99 33,333 09/30/02 35,667 09/30/06 100,000* 10/01/06 74,548* ------ 274,548
* Unless vesting for these performance-based options is accelerated sooner pursuant to the terms of the Company's Stock Option Plans. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit 1: Agreement and Plan of Reorganization by and among MAF Bancorp, Inc. and the Issuer, dated as of May 20, 2003, is incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Issuer on May 21, 2003. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: May 29, 2003 ---------------------- Signature: /s/ Thomas R. Perz ---------------------- Name/Title: Thomas R. Perz, President and Chief Executive Officer of St. Francis Capital Corporation ----------------------------------------------------- The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of this filing person), evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature. ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001). -----END PRIVACY-ENHANCED MESSAGE-----