Success Bancshares, Inc.
Proposed Ticker:SXNB One Marriott Drive
Exchange:NASDAQ-Small Cap Market Lincolnshire, IL 60069
Industry:Financial (SIC Code 6712) (847) 634-4200
# of Employees:143

Filing Information
Type of Shares:Common Shares Filing Date:7/31/97
U.S. Shares Filed:1,200,000 Filing Price:$12.50
Non-U.S. Shares Filed:0 Offering Amount: $15,000,000
Primary Shares:1,200,000 Expenses:$650,000
Secondary Shares:0 Shares Out After:2,740,057

Primary Underwriting Group
ManagerTierPhone
Everen Securities, Inc.Lead Manager (312) 574-6859

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Much Shelist Freed Denenberg Ament Bell & Rubinste
Bank's Law Firm: Lord, Bissell & Brook
Auditor: McGladrey & Pullen

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
6 Month Ending Financials
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/96 6/30/97 6/30/96 6/30/97
Revenue:$27.00$15.13$12.87Assets:$306.00
Net Income:$0.78$0.36$0.35Curr Assets:
EPS:$0.66$0.29$0.30Liabilities:$296.24
Prior EPS:$0.89$1.63-$2.24Curr Liabilities:
Cash Flow/Oper:$28.51$1.37Equity:$9.76
Cash Flow/Fin:-$28.16-$4.61Cash:$15.82
Cash Flow/Inv:-$28.16

Business Description
The company is a bank holding company. The company engages in full service community banking to individuals small-to-medium sized businesses, local governmental units and institutional clients primarily in the Northern Chicagoland area. Through its majority owned subsidiary, Success National Bank (the "Bank"), the Company engages in full service community banking. The Bank is also headquartered in Lincolnshire, Illinois, located approximately 35 miles north of downtown Chicago, and has seven branch offices serving individuals and small-to-medium-sized businesses in communities in the north and northwest suburbs of Chicago and the north side of Chicago. These banking facilities, all of which have been established since 1991, are located in Deerfield (2), Libertyville, Lincolnwood, Chicago (Lincoln Park), Arlington Heights and Northbrook, Illinois. The Bank was founded in 1973 with an initial equity investment of $3 million. In 1982, an investment group, including Saul D. Binder, the current President and Chief Executive Officer of the Company and the Bank, purchased majority control of the Bank, which at that time had one location and $10 million in total assets. In 1986, the Company was organized as a holding company for the Bank and a majority of the Bank's shareholders exchanged their shares of Bank capital stock for shares of Company capital stock. The Company currently owns 100% of the Bank's outstanding preferred stock and 92% of the Bank's outstanding common stock.

Competition
The Company is headquartered in Lincolnshire, Illinois, a suburb of Chicago, which is located in Lake County. The Company currently conducts its business from its main office and seven branch offices, all of which are located in the north and northwest suburbs of Chicago and the north side of Chicago. The Company faces significant competition both in making loans and in attracting deposits. Most of the Company's mortgage loans are secured by properties located in Cook and Lake Counties. The Chicago metropolitan area has a high density of financial institutions, many of which have a state-wide or regional presence, and, in some cases, a national presence, and all of which are competitors of the Company to varying degrees. The Company's competition for loans comes principally from commercial banks, savings banks, savings and loan associations, credit unions, mortgage banking companies and insurance companies. Many of the Company's non-bank competitors are not subject to the same degree of regulation as that imposed on bank holding companies, federally insured banks and national banks. As a result, such non-bank competitors have advantages over the Company in providing certain services. The Company's most direct competition for deposits has historically come from commercial banks, savings banks, savings and loan associations and credit unions, many of which are significantly larger than the Company and, therefore, have greater financial and marketing resources than those of the Company. The Company faces additional competition for deposits from short-term money market funds, other corporate and government securities funds and from other financial institutions such as brokerage firms and insurance companies. Such competition may limit the growth and profitability of the Company in the future.

Business Plan
The company's goal is to continue to grow the assets of the Bank and increase profitability while maintaining strong credit quality. To achieve this goal, the company's strategic plan is to continue to focus on providing a high level of service to its core customers while expanding its market share in its target markets of the north and northwest suburbs of Chicago and the north side of Chicago. Key elements of the company's strategic plan include: (I) Maintain Strong Local Presence and Local Decision Making Authority, (ii) Providing a High Level of Service Through Quality Employees, (iii) Positioned For Controlled Market Expansion, (iv) Increasing Its Portfolio of High Quality Loans, (v) Focusing On Core Customers and (vi) Creating Innovative and Niche Products.

Use of Proceeds
The proceeds from the proposed offering will be used to repay all or a portion of the amounts outstanding under its revolving line of credit.

Principal and Selling Shareholders
Name of Shareholder% Owned
Before
% Owned
After
George M. Ohlhausen14.90%8.60%
Saul D. Binder11.70%6.80%
Naschon Draiman9.60%5.20%
Note: Represents ownership of 5% or more prior to the offering.
Executive Officers and Directors
Officer NameTitleAge
George M. OhlhausenChairman of the Board of Directors of the Company75
Saul D. BinderDirector, President and Chief Executive Officer of the Company and President and Chief Executive Officer of the Bank57
Steven A. CovertExecutive Vice President and Chief Financial Officer of the Company and the Bank35
Ronald W. TragaszSenior Vice President and Cashier of the Bank48
Craig R. CarpenterSenior Vice President and Chief Credit Officer of the Bank61
Christa N. CalabreseSenior Vice President and Chief Lending Officer of the Bank48
Sam MorarasTreasurer of the Company and Vice President and Controller of the Bank46

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