EXHIBIT 99.1
[OLD KENT LOGO]
OLD KENT FINANCIAL CORPORATION
111 Lyon Street NW
Grand Rapids, MI 49503-2406
GRAND RAPIDS, Mich., Feb. 24 /PRNewswire/ -- David J. Wagner, Chairman,
President and CEO of Old Kent Financial Corporation (NYSE: OK - news), and
Robert H. Becker, President and CEO of CFSB Bancorp, Inc. (Nasdaq: CFSB -
news), announced today that they have signed a definitive agreement for the
merger of CFSB Bancorp into Old Kent.
CFSB Bancorp is a holding company headquartered in Lansing, Michigan, with
assets of $880 million and deposits of $587 million as of December 31,
1998. It is the parent of Community First Bank. CFSB Bancorp provides
banking services in the greater Lansing area through 16 offices in Ingham,
Clinton, Eaton, and Ionia Counties.
This acquisition will triple Old Kent's deposit market share in Lansing,
making Old Kent the leading provider of financial services in Michigan's
fourth largest market. Wagner stated, "This acquisition underscores Old
Kent's commitment to growth and our confidence in this market. Community
First is a quality banking organization with a culture that is very similar
to ours. We look forward to providing Lansing area customers with an even
broader array of services and the additional convenience of over 230
offices and 400 ATMs throughout Michigan, Illinois, and Indiana."
The merger is subject to approval by CFSB Bancorp shareholders and
regulatory agencies. It is expected to be completed in the third quarter of
1999.
Mr. Becker commented, "We're very pleased to be affiliating with Old Kent.
Their ability to deliver a wide variety of financial products and services
will bring added value to our customers. Our shareholders will benefit as
they become owners of one of the largest and most reputable financial
service organizations in the country, an organization with a 40 year
history of consecutive annual increases in per share earnings and
dividends."
The merger is intended to be structured as a "pooling-of-interests" for
accounting purposes and as a tax free exchange of shares. CFSB Bancorp
shareholders will receive 5.4 million shares of Old Kent stock, using an
exchange ratio of 0.6222 for each share of CFSB Bancorp. Old Kent
anticipates approximately $10 million of one-time merger related charges.
Based on the current market value of Old Kent stock, the total value of the
-more-
transaction would be $242 million. The combined company is expected to have
a market capitalization of nearly $5 billion.
The merger agreement contains a provision which would allow CFSB Bancorp
the right to terminate the planned merger, if Old Kent's average common
stock price falls below certain pre-determined levels, prior to closing.
The merger agreement also provides Old Kent with an option to purchase
19.99% of CFSB Bancorp shares under certain specified circumstances.
Old Kent also noted that its stock repurchase program would be unaffected
by this proposed transaction. This program was authorized in June 1998.
Through February 23, 1999, the Corporation had repurchased approximately
4.2 million shares of Old Kent Common Stock, or about 70% of the total 6
million shares authorized for reacquisition. Under this program, shares
intended for anticipated future stock dividends are reacquired ratably on a
quarterly basis. Also, shares intended for reissue in connection with
dividend reinvestment and employee stock plans are reacquired quarterly as
needed to maintain shares reserved for those purposes at a level consistent
with anticipated permissible needs. At February 19, 1999, Old Kent had
remaining authorization to repurchase approximately 1.8 million shares of
its stock over the next five months.
Old Kent is a financial services company headquartered in Grand Rapids,
Michigan. It operates 235 banking offices in Michigan, Illinois, and
Indiana as well as over 140 mortgage lending sites throughout the United
States. At December 31, 1998, Old Kent assets totaled $16.6 billion.
The following Summary Financial Data is part of this press release.
SUMMARY FINANCIAL DATA
OLD KENT CFSB BANCORP
DECEMBER 31, 1998 DECEMBER 31, 1998
Earnings Summary:
Basic Earnings Per Share $1.86 $1.44
Diluted Earnings Per Share $1.84 $1.38
Net Income $198,798,000 $11,844,000
Balance Sheet Data (in millions):
Total Loans $8,884 $786
Total Deposits 12,940 587
Total Assets 16,589 880
Shareholders' Equity 1,135 69
###
FORWARD LOOKING STATEMENTS
This news release contains certain estimates and projections for Old Kent
Financial Corporation, CFSB Bancorp, Inc. and the combined company
following the merger, including estimates and projections related to cost
savings, revenue enhancements and accretion that may be realized from the
merger, and certain merger-related charges expected to be incurred in
connection with the transaction. These estimates and projections constitute
forward-looking statements which involve significant risks and
uncertainties. Actual results may differ materially from the results
discussed in these forward-looking statements. Internal and external
factors that might cause such a difference include, but are not limited to:
(1) expected cost savings from the merger might not be fully realized or
realized within the expected time frame; (2) revenues following the merger
may be lower than expected; (3) competitive pressures among depository
institutions may increase significantly; (4) costs or difficulties related
to the integration of the business may be encountered; (5) changes in the
interest rate environment may reduce net interest income; (6) general
economic conditions may deteriorate, either nationally or in the states in
which the combined company will be doing business; and (7) legislation or
regulatory changes may adversely affect the businesses in which the
combined company would be engaged.
###