-----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, AZKSB94zp06bInFk8oKVbh0cVIEDPAYJJ3P9UFwffsSwFHCaH/oTeYKXFkw/dI22 qhE+78nXi48RpNEvAagnHQ== 0000948221-96-000101.txt : 19960502 0000948221-96-000101.hdr.sgml : 19960502 ACCESSION NUMBER: 0000948221-96-000101 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960501 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: STATE FINANCIAL SERVICES CORP CENTRAL INDEX KEY: 0000745614 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 391489983 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-18166 FILM NUMBER: 96554716 BUSINESS ADDRESS: STREET 1: 10708 W JANESVILLE RD CITY: HALES CORNERS STATE: WI ZIP: 53130 BUSINESS PHONE: 4144251600 MAIL ADDRESS: STREET 1: 10708 W. JANESVILLE ROAD CITY: HALES CORNERS STATE: WI ZIP: 53130 10-K/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1995 ----------------- or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES AND EXCHANGE ACT OF 1934 [Fee Required] For the transition period from to ---- ---- Commission File Number 0-18166 STATE FINANCIAL SERVICES CORPORATION ------------------------------------ (Exact name of registrant as specified in its charter) WISCONSIN 39-1489983 --------- ---------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 10708 WEST JANESVILLE ROAD, HALES CORNERS, WISCONSIN 53130 ----------------------------------------------------------- (Address and zip code of principal executive offices) (414) 425-1600 -------------- (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.10 par value. 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 and Exchange Act of 1934 during the preceding 12 months (or for shorter periods 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 --- --- The aggregate market value of the voting stock held by nonaffiliates of the registrant as of April 30, 1996 was approximately $32,473,469, based on the following assumptions: (1) the market value of the Common Stock of $16.50 per share which was equal to the closing price on the Nasdaq Stock Market on April 29, 1996; and (2) 1,968,089 shares of Common Stock held by nonaffiliates as of April 30, 1996. Indicate the number of shares outstanding of the issuer's classes of common stock as of the latest practicable date. As of April 30, 1996, there were 2,658,057 shares of the Registrant's $0.10 par value Common Stock issued and outstanding. DOCUMENTS INCORPORATED BY REFERENCE The Exhibits incorporate certain exhibits by reference from (1) Registrant's Form S-1 Registration Statement filed under the Securities Act of 1933, Registration No. 33-31517, dated October 11, 1989 and the following amendments to said Registration Statement: Amendment No. 1 dated December 6, 1989 and Amendment No. 2 dated March 16, 1990; (2) Amendment No. 3 to Registrant's S-4 Registration Statement filed under the Securities Act of 1933, Registration No. 33-46280, dated May 3, 1992; (3) Registrant's report on Form 8-K dated June 19, 1992 filed under the Securities Exchange Act of 1934; (4) Amendment No. 2 to Registrant's S-4 Registration Statement filed under the Securities Act of 1933, Registration No. 33-59665, dated July 18, 1995; and (6) Registrant's Annual Report on Form 10-K filed under the Securities Exchange Act of 1934 for the years ended December 31, 1991, 1992, 1993, 1994, and 1995. 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 or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] STATE FINANCIAL SERVICES CORPORATION EXHIBIT INDEX TO FORM 10-K/A FOR YEAR ENDED December 31, 1995 NOTE: To maintain a set of exhibit reference numbers consistent with Registrant's prior filings under the Securities Act of 1933 and the Securities Act of 1934, Registrant has intentionally omitted exhibit reference numbers which pertain to exhibits which are no applicable or in effect. Except as specifically noted below, all of the exhibits identified are filed herewith. Exhibit Number Description - ------- ----------- 3.1 Articles of Incorporation of the Registrant as Amended and Restated effective April 21, 1993. 3.2 Bylaws of Registrant, as amended and restated effective February 24, 1993. 10.1 Lease between SFB (formerly State Bank, Hales Corners) and Hales Corners Development Corporation (10708 West Janesville Road, Hales Corners, Wisconsin). 10.2 Lease between SFB (formerly State Bank, Hales Corners) and Hales Corners Development Corporation (S76 W17655 Janesville Road, Muskego, Wisconsin). 10.3 Lease between SFB (formerly Edgewood Bank) and Edgewood Plaza Joint Venture (4811 South 76th Street, Greenfield, Wisconsin). 10.6 Lease between SFB (formerly University National Bank) and Northeast Corporate Center (7020 North Port Washington Road, Milwaukee, Wisconsin). 10.7 Deferred Compensation Agreement between Registrant and Jerome J. Holz dated December 6, 1980. 10.10 Employee Stock Ownership Plan and Employee Stock Ownership Trust Agreement. 10.13 Lease between SFB (formerly University National Bank) and Downer Investments (2650 North Downer Avenue, Milwaukee, Wisconsin) 10.14 Agreement and Plan of Reorganization between Registrant and Eastbrook State Bank, dated January 22, 1992, as amended and restated. 10.15 Branch Purchase and Assumption Agreement between Eastbrook State Bank and North Shore Bank, FSB, dated December 29, 1992. 10.16 Agreement and Plan of Merger By and Among Registrant, WBAC, Inc., and Waterford Bancshares, Inc. Dated April 12, 1995. 13 Registrant's Annual Report to security holders for the fiscal year ended December 31, 1995. 22 Subsidiaries of Registrant. 24 Consent of Ernst & Young LLP. 27 Financial Data Schedule. 99.1 State Financial Services Corporation 1990 Stock Option/Stock Appreciation Rights and Restricted Stock Plan for Key Officers and Employees, as amended on March 10, 1993. 99.2 State Financial Services Corporation 1990 Director Stock Option Plan, as amended March 10, 1993. 99.3 State Financial Services Corporation Supplemental Executive Retirement Plan for Michael J. Falbo effective November 22, 1994. 99.4 Registrant's Proxy Statement relating to its Annual Meeting of Shareholders to be held on April 24, 1996. Incorporated by reference from Registrant's annual report on Form 10-K for the fiscal year ended December 31, 1992. Incorporated by reference from Registrant's registration statement on Form S-1, Registration Number 33-31517 (the `Form S-1'') (dated October 11, 1989). Incorporated by reference from Amendment No. 1 to the Form S-1 (dated December 6, 1989). Incorporated by reference from Amendment No.2 to the Form S-1 (dated March 6, 1989). Incorporated by reference from Registrant's annual report on Form 10-K for the fiscal year ended December 31, 1991. Incorporated by reference from Exhibit 2.1 to Amendment No. 3 to Registrant's registration statement on Form S-4, Registration Number 33-46280, dated May 3, 1992. Incorporated by reference from Registrant's annual report on Form 10-K for the fiscal year ended December 31, 1993. Incorporated by reference from Amendment No. 2 to the Form S-4 (dated July 18, 1995). Incorporated by reference from Registrant's annual report on Form 10-K for the fiscal year ended December 31, 1994. Incorporated by reference from Registrant's annual report on Form 10-K for the fiscal year ended December 31, 1995. The issuer, State Financial Services Corporation, will furnish a copy of any exhibit described above upon request and upon reimbursement to the issuer of its reasonable expenses of furnishing such exhibit, which shall be limited to a photocopying charge of $0.25 per page and, if mailed to the requesting party, the cost of first-class postage. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. STATE FINANCIAL SERVICES CORPORATION By: /s/ Michael A. Reindl ----------------- Michael A. Reindl, Senior Vice President, Controller and Chief Financial Officer Date: April 30, 1996 EX-27 2 WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
9 NO 12-MOS DEC-31-1995 JAN-01-1995 DEC-31-1995 16,107,613 0 6,540,309 18,857,758 44,225,970 44,683,716 185,754,168 2,711,362 285,037,201 246,217,833 3,300,160 2,076,341 1,061,844 264,912 0 0 32,116,111 285,037,201 15,833,190 3,216,002 314,111 19,363,303 7,029,954 7,336,142 12,027,161 190,000 0 9,459,655 4,858,427 3,279,427 0 0 3,279,427 1.36 1.36 5.44 1,386,000 2,000 0 614,000 1,982,941 308,994 112,838 2,711,362 2,711,362 0 0 Allowance for loan losses increased $734,577 in third quarter 1995 due to the inclusion of the acquired allowance related to the Company's acquisition of the former Waterford Bancshares, Inc.
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