SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
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[ ] Preliminary proxy statement [ ] Confidential, For Use of the
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[ ] Definitive Proxy Statement
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[X] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
CHARTER ONE FINANCIAL, INC.
(Name of Registrant as Specified in Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if Other Than Registrant)
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The following is a press release issued by Citizens Financial Group, Inc. and
Charter One Financial, Inc. on May 4, 2004:
[CITZENS FINANCIAL GROUP, INC. LOGO] [CHARTER ONE FINANCIAL, INC. LOGO]
FOR IMMEDIATE RELEASE
May 4, 2004
Contacts: Citizens Bank
Barbara Cottam Melodie Jackson Pamela Crawley
RI, National, Midwest New England Mid-Atlantic
401-456-7849 617-725-5840 267-671-1035
Charter One
Ellen Batkie Cindy Schulze
Investment Community Media
(800)-262-6301 (216) 298-7155
CITIZENS FINANCIAL GROUP TO ACQUIRE CHARTER ONE FINANCIAL
BECOMES ONE OF THE 10 LARGEST COMMERCIAL BANK HOLDING COMPANIES IN US
WITH $128.8 BILLION IN ASSETS
PROVIDENCE, R.I. - Citizens Financial Group, Inc. (Citizens), a subsidiary of
The Royal Bank of Scotland Group plc, today announced it has reached an
agreement to acquire Charter One Financial, Inc. (NYSE:CF) in a cash
transaction. This transaction will make Citizens one of the 10 largest
commercial bank holding company in the United States. Citizens will maintain its
corporate headquarters in Providence, Rhode Island.
The acquisition adds $43 billion in assets, 616 retail branches including 160
in-store locations, and 8,400 employees. Combined with its New England and
Mid-Atlantic franchises, Citizens will grow to $128.4 billion in assets, more
than 24,000 colleagues and more than 1,400 branches across 13 states.
The cash purchase price is $44.50 per share or approximately $10.5 billion. The
transaction is expected to close in the fourth quarter of this year, subject to
regulatory approval.
Citizens will extend its franchise beyond its current New England and
Mid-Atlantic footprint into the Midwest and Northeast, adding major markets in
six new states: Ohio, Michigan, New York, Illinois, Vermont and Indiana. It will
also expand and strengthen Citizens' business in western Massachusetts,
Connecticut and Pennsylvania.
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"This is a significant transaction for Citizens," said Citizens Chairman,
President and Chief Executive Officer Lawrence K. Fish. "However, this is not
about size as we will continue to be focused locally, providing our legendary
service and outstanding products in every market we serve."
Fred Goodwin, RBS Group Chief Executive, said: "This is a highly logical and
very natural acquisition for Citizens to make. As well as making good financial
sense in its own right, it opens up another interesting range of options for
Citizens to maintain their strong growth momentum, and it consolidates Citizens'
position as one of the leading banks in the United States. That it will take the
share of Group profits generated in the US to 25% is also of note."
"Bud Koch and his team have done a great job in growing Charter One through its
present transformation from a thrift to a bank. It will be good to welcome him
to our Board, as a non-executive director, on completion of the transaction."
"This is a tremendous opportunity for Charter One Bank," stated Charles John
Koch, Charter One's Chairman and Chief Executive Officer. "It's almost as if our
entire 70-year history has been building to this point. Citizens Financial Group
shares our operating philosophy, strategies and customer focus. Our geographic
footprints fit together perfectly. And it's wonderful to be teaming up with an
organization that shares our passion for retail banking. I can't think of a more
appropriate partner to continue the legacy we've begun." As part of this
transaction, Charter One's national bank charter will remain. Upon completion of
this deal, Mr. Koch will serve as Chairman of the Cleveland based bank, Vice
Chairman of the Citizens Financial Group board, and on the RBS board.
This announcement continues Citizens' strong track record of growth. This will
be Citizens' 26th strategic acquisition since 1988. Like Citizens, Charter One
is considered one of the premier banks in its region and has grown significantly
through acquisitions as well as aggressive retail expansion. Charter One has a
substantial branch opening program that Citizens is committed to completing.
Citizens' convenience banking strategy includes a 24-hour PhoneBank, OnLine
Banking and one of the country's fastest growing and most successful supermarket
banking franchises. Combined, Citizens will become the 3rd largest in
supermarket banking nationally.
In recognition of its commitment to small business, Citizens is the No. 1 SBA
lender in each of the states where it operates and the #2 SBA lender nationwide.
Citizens maintains an Outstanding CRA rating, which is the highest achievable
category, in every state where it does business. Citizens is committed to every
community it serves and is announcing it will establish a $60 million foundation
for the Charter One markets.
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About Citizens Financial Group
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Citizens Financial Group, Inc. is a $78 billion commercial bank holding company.
It is headquartered in Providence, R.I., and has more than 880 offices,
approximately 1,650 ATMs and more than 15,500 employees in seven states. It
operates as Citizens Bank in Connecticut, Delaware, Massachusetts, New
Hampshire, New Jersey, Pennsylvania and Rhode Island. Citizens is one of the 20
largest commercial bank holding companies in the United States. Citizens is
owned by The Royal Bank of Scotland Group plc. The Citizens Web site is
www.citizensbank.com.
About Charter One
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Charter One has $41 billion in total assets, making it one of the 25 largest
bank holding companies in the country. The Bank has more than 616 banking center
locations in Ohio, Michigan, New York, Illinois, Massachusetts, Vermont,
Indiana, Connecticut, and Pennsylvania. The Company's diverse product set
includes: consumer banking, indirect auto finance, commercial leasing, business
lending, commercial real estate lending, mortgage banking, and retail investment
products. For additional information, including press releases, investor
presentations, committee charters, and reports filed with the SEC, investors are
directed to Charter One's web site: www.charterone.com.
http://www.charterone.com
# # #
In connection with the proposed transaction, Charter One Financial, Inc. will be
filing a preliminary and definitive proxy statement and other related materials
regarding the proposed merger with the Securities and Exchange Commission.
Investors are urged to read the proxy statement and the related materials when
they are available because they contain important information. Charter One
stockholders may obtain a free copy of the proxy statements and other relevant
documents when they become available as well as other materials filed by Charter
One with the Commission at the Commission's website at http://www.sec.gov. These
materials and other documents may also be obtained for free from: Charter One
Financial Services, Investor Relations Department, 790 Penniman, Plymouth,
Michigan 48170; Attention: Ellen Batkie, Senior Vice President.
Charter One and its directors and executive officers may be deemed to be
participants in the solicitation of proxies with respect to the proposed
transaction. Information regarding such individuals is included in Charter One's
proxy statements and Annual Reports on Form 10-K previously filed with the
Securities and Exchange Commission, and in the proxy statement relating to the
merger when it becomes available.
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