UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No. )
[ X ] Filed by the Registrant
[ ] Filed by a Party other than the Registrant
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ X ] Soliciting Material Pursuant to ss.240.14a-12
North Bancshares, Inc.
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ X ] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
Not applicable
2) Aggregate number of securities to which transaction applies:
Not applicable
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it
was determined):
Not applicable
4) Proposed maximum aggregate value of transaction:
Not applicable
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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Set forth below is the press release issued by North Bancshares announcing the
execution of a merger agreement with Diamond Bancorp, Inc.
Forward-Looking Statements
Except for historical information contained herein, the matters
contained in this news release and other information in North Bancshares' SEC
filings may express "forward-looking statements" that involve risk and
uncertainties, including statements that are other than statements of historical
facts. North Bancshares wishes to caution readers not to place undue reliance on
any forward-looking statements, which speak only as of the date made. Readers
are advised that various factors, including but not limited to - changes in law,
regulations or generally accepted accounting principles; North Bancshares'
competitive position within its market areas; increasing consolidation within
the banking industry; unforeseen changes in interest rates; any unforeseen
downturns in the local, regional or national economies - could cause North
Bancshares' actual results or circumstances for future periods to differ
materially from those indicated or projected.
North Bancshares does not undertake, and specifically disclaims any
obligation, to publicly release the results of any revisions that may be made to
any forward-looking statements to reflect the occurrence of anticipated or
unanticipated events or circumstances after the date of such statements.
Additional Information
North Bancshares will be filing relevant documents concerning the
merger with the Securities and Exchange Commission ("SEC"), including a proxy
statement which will be sent to the stockholders of North Bancshares seeking
their approval of the proposed merger. WE URGE INVESTORS TO READ THESE DOCUMENTS
BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors will be able to obtain the
documents free of charge at the SEC's website, www.sec.gov. In addition,
documents filed with the SEC by North Bancshares will be available free of
charge from the Secretary of North Bancshares at 100 North Avenue, Chicago,
Illinois 60610, telephone (312) 664-4320. NORTH BANCSHARES INVESTORS SHOULD READ
THE PROXY STATEMENT CAREFULLY BEFORE MAKING A DECISION CONCERNING THE MERGER.
North Bancshares and its directors and executive officers may be deemed
to be participants in the solicitation of proxies from North Bancshares
stockholders to approve the merger. Information about these participants may be
obtained through the SEC's web site from the Annual Report on Form 10-K filed
with the SEC by North Bancshares on March 29, 2004. Additional information
regarding the interests of these participants may be obtained by reading the
proxy statement regarding the proposed merger when it becomes available.
NORTH BANCSHARES, INC. - NEWS
100 West North Avenue at Clark - 100 West North Avenue - Chicago, Illinois 60610
RELEASE: IMMEDIATELY
CONTACTS: Joseph A. Graber, President and CEO
North Bancshares, Inc. 312-664-4320
James A. Hubbard
Diamond Bancorp, Inc. 847-559-1002
CHICAGO, IL, APRIL 8, 2004, - North Bancshares, Inc., (NASDAQ-NBSI),
the holding company of North Federal Savings Bank, and Diamond Bancorp, Inc., a
wholly owned subsidiary of Northbrook Investments, LLC, jointly announced today
that they have signed a definitive agreement whereby Diamond Bancorp, Inc. will
purchase all the outstanding shares of common stock of North Bancshares, Inc.,
which are not currently owned by Northbrook Investments LLC for $22.75 per
diluted share in cash. The total transaction value amounts to approximately
$26.4 million with a price to tangible book value as of December 31, 2003, of
approximately 193% and a premium over core deposits of approximately 17.2%.
The transaction is subject to regulatory approvals and approval by a
majority of the holders of North Bancshares's common stock. The transaction is
anticipated to close in the fourth quarter of 2004.
Joseph A. Graber, President and Chief Executive Officer of North
Bancshares, Inc. said, "The transaction not only provides extraordinary value to
our shareholders but also maintains the name North Federal Savings Bank,
continues the proud 117 year tradition of providing community banking services,
and offers new leadership." He added, "I look forward to working with the
purchasers to ensure a smooth transition."
Following the acquisition, James A. Hubbard will become the President
and Chief Executive Officer of North Federal Savings Bank. Mr. Hubbard is a long
time member of the Chicago banking community and is a former Senior Executive
Vice President of Old Kent Financial Corporation and Head of Corporate Banking,
as well as President and CEO of Old Kent Bank of Illinois. Prior to Old Kent,
Mr. Hubbard spent 15 years at American National Bank and Trust Company of
Chicago where he was a Senior Vice President and Group Head. Mr. Hubbard has
long been involved in the Chicago community serving on numerous boards of
directors.
Mr. Hubbard commented, "We look forward to serving the customers of
North Federal through the expansion of banking products and continued focus on
customer service. We are excited to work with North Federal's dedicated banking
staff to meet the needs of our community."
North Bancshares, Inc. is the holding company for North Federal Savings
Bank. Its common stock is traded on the Nasdaq Stock Market under the symbol
"NBSI." North Federal has served the north side of Chicago from its home office
in Old Town since 1886. It also operates a branch office in Wilmette IL. For 63
consecutive quarters, the bank has received a five-star superior rating for
safety from Bauer Financial Reports, Inc., and is rated one of the best in the
nation for safety and soundness by Sheshunoff Information Services, Inc. North
Federal is proud to support local service and non-profit organizations. Its
executives serve or have served on the boards of a variety of local community
organizations. Further information is available on its website at
www.northfederal.com including prior press releases, SEC filings, company
history, and current products, services and interest rates.
Diamond Bancorp, Inc. is a wholly owned subsidiary of Northbrook
Investments, LLC, a 9.7% shareholder of North Bancshares, Inc. The principals
of Diamond Bancorp, Inc. have over 75 years experience in the financial services
industry, including banking, insurance, brokerage and money management
activities.
Except for historical information contained herein, the matters
contained in this news release and other information in North Bancshares' SEC
filings may express "forward-looking statements" that involve risk and
uncertainties, including statements that are other than statements of historical
facts. North Bancshares wishes to caution readers not to place undue reliance on
any forward-looking statements, which speak only as of the date made. Readers
are advised that various factors, including but not limited to - changes in law,
regulations or generally accepted accounting principles; North Bancshares'
competitive position within its market areas; increasing consolidation within
the banking industry; unforeseen changes in interest rates; any unforeseen
downturns in the local, regional or national economies - could cause North
Bancshares' actual results or circumstances for future periods to differ
materially from those indicated or projected.
North Bancshares does not undertake, and specifically disclaims any
obligation, to publicly release the results of any revisions that may be made to
any forward-looking statements to reflect the occurrence of anticipated or
unanticipated events or circumstances after the date of such statements.
North Bancshares will be filing relevant documents concerning the
merger with the Securities and Exchange Commission ("SEC"), including a proxy
statement which will be sent to the stockholders of North Bancshares seeking
their approval of the proposed merger. WE URGE INVESTORS TO READ THESE DOCUMENTS
BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors will be able to obtain the
documents free of charge at the SEC's website, www.sec.gov. In addition,
documents filed with the SEC by North Bancshares will be available free of
charge from the Secretary of North Bancshares at 100 North Avenue, Chicago,
Illinois 60610, telephone (312) 664-4320. NORTH BANCSHARES INVESTORS SHOULD READ
THE PROXY STATEMENT CAREFULLY BEFORE MAKING A DECISION CONCERNING THE MERGER.
North Bancshares and its directors and executive officers may be deemed
to be participants in the solicitation of proxies from North Bancshares
stockholders to approve the merger. Information about these participants may be
obtained through the SEC's web site from the Annual Report on Form 10-KSB filed
with the SEC by North Bancshares on March 29, 2004. Additional information
regarding the interests of these participants may be obtained by reading the
proxy statement regarding the proposed merger when it becomes available.