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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Cfs Bancorp, Inc. (MM) | NASDAQ:CITZ | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 12.35 | 0 | 01:00:00 |
UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13D
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Under the Securities Exchange Act of 1934
(Amendment No. _____
)*
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CFS Bancorp, Inc.
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(Name of Issuer)
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Common Stock, par value $0.01 per share
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(Title of Class of Securities)
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12525D102
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(CUSIP Number)
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Daryl D. Pomranke
c/o CFS Bancorp, Inc.
707 Ridge Road
Munster, IN 46321
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
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May 13, 2013
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(Date of Event which Requires Filing of this Statement)
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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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
¨
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Note
: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See
§240.13d-7 for other parties to whom copies are to be sent.
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*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.
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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).
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1.
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Daryl D. Pomranke
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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x
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
N/A (See Item 4)
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
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6.
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Citizenship or Place of Organization
USA
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
Sole Voting Power
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71,943
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8.
Shared Voting Power
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1,320,251
(1)
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9.
Sole Dispositive Power
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71,943
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10.
Shared Dispositive Power
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0
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,320,251
(1)
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
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13.
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Percent of Class Represented by Amount in Row (11)
12.0%
(1)
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14.
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Type of Reporting Person (See Instructions)
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IN
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1.
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Gregory W. Blaine
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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x
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
N/A (See Item 4)
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
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6.
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Citizenship or Place of Organization
USA
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
Sole Voting Power
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42,700
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8.
Shared Voting Power
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1,320,251
(1)
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9.
Sole Dispositive Power
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42,700
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10.
Shared Dispositive Power
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0
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,320,251
(1)
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
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13.
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Percent of Class Represented by Amount in Row (11)
12.0%
(1)
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14.
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Type of Reporting Person (See Instructions)
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IN
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1.
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Gene Diamond
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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x
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
N/A (See Item 4)
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
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6.
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Citizenship or Place of Organization
USA
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
Sole Voting Power
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76,437
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8.
Shared Voting Power
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1,320,251
(1)
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9.
Sole Dispositive Power
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76,437
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10.
Shared Dispositive Power
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0
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,320,251
(1)
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
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13.
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Percent of Class Represented by Amount in Row (11)
12.0%
(1)
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14.
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Type of Reporting Person (See Instructions)
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IN
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1.
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
John W. Palmer
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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x
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
N/A (See Item 4)
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
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6.
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Citizenship or Place of Organization
USA
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
Sole Voting Power
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2,000
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8.
Shared Voting Power
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1,320,251
(1)
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9.
Sole Dispositive Power
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2,000
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10.
Shared Dispositive Power
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1,055,659
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,320,251
(1)
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
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13.
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Percent of Class Represented by Amount in Row (11)
12.0%
(1)
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14.
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Type of Reporting Person (See Instructions)
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IN
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1.
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Robert R. Ross
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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x
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
N/A (See Item 4)
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
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6.
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Citizenship or Place of Organization
USA
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
Sole Voting Power
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32,724
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8.
Shared Voting Power
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1,320,251
(1)
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9.
Sole Dispositive Power
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32,724
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10.
Shared Dispositive Power
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0
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,320,251
(1)
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
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13.
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Percent of Class Represented by Amount in Row (11)
12.0%
(1)
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14.
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Type of Reporting Person (See Instructions)
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IN
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1.
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Joyce M. Simon
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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x
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
N/A (See Item 4)
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
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6.
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Citizenship or Place of Organization
USA
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
Sole Voting Power
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38,788
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8.
Shared Voting Power
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1,320,251
(1)
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9.
Sole Dispositive Power
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38,788
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10.
Shared Dispositive Power
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0
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,320,251
(1)
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
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13.
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Percent of Class Represented by Amount in Row (11)
12.0%
(1)
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14.
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Type of Reporting Person (See Instructions)
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IN
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Exhibit No.
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Description
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1
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Joint Filing Agreement dated May 23, 2013 by and between the Reporting Persons.
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2
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Agreement of Reorganization and Merger between First Merchants Corporation and CFS Bancorp, Inc. dated as of May 13, 2013 (incorporated by reference to Exhibit 2.1 to the Form 8-K filed by CFS Bancorp, Inc. on May 13, 2013).
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3
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Voting Agreement dated May 13, 2013, by and among First Merchants Corporation and certain shareholders of CFS Bancorp, Inc. (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by CFS Bancorp, Inc. on May 13, 2013).
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REPORTING PERSONS
/s/
Daryl D. Pomranke
Daryl D. Pomranke
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/s/
Gregory W. Blaine
Gregory W. Blaine
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/s/
Gene Diamond
Gene Diamond
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/s/
John W. Palmer
John W. Palmer
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/s/
Robert R. Ross
Robert R. Ross
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/s/
Joyce M. Simon
Joyce M. Simon
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Name of Beneficial Owner
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Number of
Common Shares
Beneficially
Owned
(1)
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Options
Exercisable
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Unvested
Restricted
Stock
(2)
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Total
Amount of
Beneficial
Ownership
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Total
Percentage
Ownership
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Directors and Director Nominees:
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Gregory W. Blaine
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31,292 | 11,000 | 408 | 42,700 | * | |||||||||||||||
Gene Diamond
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65,029 | (4) | 11,000 | 408 | 76,437 | * | ||||||||||||||
John W. Palmer
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1,057,659 | (3) | — | — | 1,057,659 | 9.67 | % | |||||||||||||
Daryl D. Pomranke
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46,268 | (5) | 5,000 | 20,675 | 71,943 | * | ||||||||||||||
Robert R. Ross
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16,316 | (6) | 16,000 | 408 | 32,724 | * | ||||||||||||||
Joyce M. Simon
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22,380 | (7) | 16,000 | 408 | 38,788 | * | ||||||||||||||
All Directors of CFS as a group (6 persons)
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1,238,944 | 59,000 | 22,307 | 1,320,251 | 11.98 | % |
*
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Represents less than 1% of the outstanding stock.
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(1)
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Based upon filings made under the Securities Exchange Act of 1934, and information furnished by the persons named in this table. Unless otherwise indicated, the named beneficial owner has sole voting and dispositive power with respect to the shares.
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(2)
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Shares of unvested restricted stock are included in the table because the recipient of the shares has the right to vote and receive any dividends declared and payable on such shares during such time as the shares remain unvested. Once shares of restricted stock are vested, the shares are included in the number of common shares beneficially owned.
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(3)
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Based on information provided by Mr. Palmer on his Directors and Officers Questionnaire signed and dated February 10, 2013 regarding his beneficial ownership of the CFS’ common stock. Includes shares owned by PL Capital, LLC.; Financial Edge Fund, L.P.; Financial Edge–Strategic Fund, L.P.; Goodbody/PL Capital, L.P.; PL Capital/Focused Fund, L.P.; PL Capital Advisors, LLC; Goodbody/PL Capital, LLC; John W. Palmer; Richard J. Lashley; Beth Lashley; Dr. Robin Lashley; Danielle Lashley; Irving A. Smokler; Red Rose Trading Estonia OU; and PL Capital Pension Plan. Certain of these parties have sole and/or shared voting and dispositive power with respect to these shares.
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(4)
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Includes 1,237 shares held in an individual retirement plan for Mr. Diamond; 42,000 shares owned jointly with his spouse; and 3,000 shares held by a private foundation he established.
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(5)
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Includes 4,394 shares allocated to Mr. Pomranke’s account in the Citizens Financial Bank 401(k) Retirement Plan; 24,874 shares owned jointly with his spouse; and 1,000 shares owned by his adult children.
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(6)
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Mr. Ross’ shares are owned jointly with his two adult children.
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(7)
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Includes 18,588 shares held in a trust for Ms. Simon established by CFS to fund its obligations with respect to the Directors’ deferred compensation plan and 1,000 shares owned jointly with her spouse.
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