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EXHIBIT 99.1 - PRESS RELEASE
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SOUTHWEST BANCSHARES, INC.
4062 SOUTHWEST HIGHWAY
HOMETOWN, ILLINOIS 60456-1134
NEWS RELEASE
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FOR IMMEDIATE RELEASE
WEDNESDAY, DECEMBER 17,1997
Contact: Southwest Bancshares, Inc.
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Richard E. Webber, President & Chief Financial Officer
Ronald D. Phares, Vice President & Investor Relations
(708) 636-2700
Alliance Bancorp
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Kenne P. Bristol, President & Chief Executive Officer
Richard Hojnicki, Executive Vice President & Chief Financial Officer
(630) 323-1776
SOUTHWEST BANCSHARES, INC. AND ALLIANCE BANCORP AGREE TO MERGER
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Chicago, Illinois, December 17, 1997 - Southwest Bancshares, Inc.
(NASDAQ/SWBI), announced today that it has agreed to merge with Alliance Bancorp
(NASDAQ/ABCL:) of Hinsdale, Illinois. In a joint release today, Richard E.
Webber, President and Chief Financial Officer of Southwest Bancshares, Inc., and
Kenne P. Bristol, President and Chief Executive Officer of Alliance Bancorp,
announced that their respective boards of directors have unanimously approved a
definitive agreement to merge the two institutions. Pursuant to the merger
agreement, which is subject to shareholder and regulatory approval, each common
share of Southwest Bancshares, Inc. common stock will be exchanged for 1.1981
shares of Alliance Bancorp common stock, subject to adjustment based on the
current value of Alliance Bancorp common stock, the transaction has a current
value of $31.75 per share. Following the merger, Alliance will have 20 offices
in Chicago and its surrounding suburbs, with approximately $1.8 billion in
assets and $1.3 billion in deposits, making it the third largest independent
thrift institution in the Chicago metropolitan area.
The transaction is valued at approximately $90 million and will be payable
in stock based on Alliance's common stock price at the closing of the
transaction. The transaction will be accounted for as a pooling of interests for
financial accounting purposes. The transaction is expected to close prior to
June 30, 1998. Alliance has the right to terminate the transaction if the
average share price of Alliance prior to closing is less than $19.875 per share,
unless Southwest agrees to accept an exchange ratio of 1.3579 shares of Alliance
Bancorp stock.
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Concurrent with the execution of the definitive agreement, Southwest
Bancshares has granted Alliance Bancorp an option to purchase an amount of
shares equal to 9.9% of its outstanding common stock which option is exercisable
in certain circumstances.
Richard E. Webber, President and Chief Financial Officer of Southwest
Bancshares, said, "We are pleased to join with Alliance Bancorp, a company which
shares our own community- oriented banking philosophy. The selection of Alliance
Bancorp as a merger partner allows us to serve our customers and markets with
expanded products, allows our employees to join a growing organization and
provides our shareholders with an opportunity to benefit from the growth of the
combined company which we believe will result in increased long-term value."
Kenne P. Bristol, Chief Executive Officer of Alliance Bancorp, said, "We
view the merger with Southwest Bancshares as a tremendous opportunity. Our
deposits in the Chicagoland market will increase by approximately 30% and the
Southwest customer base provides us with great potential for the marketing of
loan products, fee-based services such as mutual funds, and transaction account
products, all of which we have successfully marketed to our customer base."
Fredric G. Novy, Alliance Bancorp's Chairman said, "We believe this will create
excellent opportunities for future growth in both earnings per share and
long-term shareholder value."
Mr. Webber will be continuing as a board member of the combined
organization. Mr. Bristol and Mr. Webber emphasized the following benefits of
the merger:
o Immediate accretion to 1998 earnings per share;
o Achievement of economies of scale generated from cost efficiencies and
Alliance's product delivery and processing systems;
o A significant opportunity to sell Alliance's fee generating deposit
services and investment products to Southwest's customer base;
o The utilization of Southwest's stable core deposit base to profitably
enhance Alliance's excellent asset generating capabilities in mortgage and
home equity loan products;
o The combined equity to assets ratio, offering growth opportunity for the
future.
"Southwest is also an excellent fit with our strategic priorities,"
Bristol continued. "While both companies serve the Chicago area market, there is
very little geographic overlap. Therefore, the combination represents a
substantial expansion of the Alliance market area. Both companies place a high
priority on serving the individual financial goals of their local customers.
Having this common focus between organizations at the onset will create
immediate benefits for customers and shareholders."
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As of September 30, 1997, Southwest Bancshares, Inc., through its wholly
owned subsidiary, Southwest Federal Savings and Loan Association of Chicago, had
approximately $375 million in assets, $275 million in deposits, and $43 million
in stockholders' equity. Southwest operates 6 offices in Cook County, Illinois,
where 7 of Alliance's offices are also located. The common stock of Southwest
Bancshares is traded on the Nasdaq National Market Tier of the Nasdaq Stock
Market under the symbol SWBI. Alliance is the parent holding company of Liberty
Federal Bank which is headquartered in Hinsdale, Illinois. Alliance had assets
of $1.4 billion, deposits of $998 million and stockholders' equity of $129
million as of September 30, 1997, providing complete financial services through
14 offices located in Cook and DuPage Counties, Illinois and will be opening a
new office in Naperville in mid 1998. The common stock of Alliance Bancorp is
traded on the Nasdaq National Market Tier of the Nasdaq Stock Market under the
symbol ABCL.