EXHIBIT 99
ALLIANCE BANCORP
ANNUAL MEETING OF STOCKHOLDERS
JUNE 30, 1998
The undersigned hereby appoints __________ and __________, with full powers
of substitution, to act as attorneys and proxies for the undersigned to vote all
shares of capital stock of Alliance Bancorp which the undersigned is entitled to
vote at the Annual Meeting of Stockholders (the "Meeting") to be held at Ashton
Place, located at 341 W. 75th Street, Willowbrook, Illinois on June 30, 1998 at
10:00 a.m. and at any and all adjournments and postponements thereof.
1. The approval of the Agreement and Plan of Merger (the "Merger Agreement"),
dated as of December 16, 1997, by and between Alliance Bancorp and Southwest
Bancshares, Inc. ("Southwest Bancshares") and the transactions contemplated
thereby, including the merger of Southwest Bancshares into Alliance Bancorp,
pursuant to which each outstanding share of Southwest Bancshares common stock
would be converted into shares of Alliance Bancorp common stock based on an
exchange ratio as described in the accompanying Joint Proxy
Statement/Prospectus (with cash paid in lieu of fractional share interests),
and the merger of Southwest Federal Savings and Loan Association of Chicago
into Liberty Federal Bank.
[_] FOR [_] AGAINST [_] VOTE WITHHELD
2. The election as directors of all nominees listed below (except as marked to
the contrary):
[_] FOR [_] VOTE WITHHELD
INSTRUCTION: TO WITHHOLD YOUR VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A LINE
IN THAT NOMINEE'S NAME BELOW.
KENNE P. BRISTOL H. VERNE LOEPPERT
HOWARD A. DAVIS DAVID D. MILL
3. The ratification of the appointment of KPMG Peat Marwick LLP as independent
auditors of Alliance Bancorp for the fiscal year ending December 31, 1998.
[_] FOR [_] AGAINST [_] VOTE WITHHELD
4. The approval of an amendment to Alliance Bancorp's Certificate of
Incorporation to increase the total number of authorized shares of common
stock to 21,000,000.
[_] FOR [_] AGAINST [_] VOTE WITHHELD
In their discretion, the proxies are authorized to vote on any other
business that may properly come before the Meeting or any adjournment or
postponement thereof, including proposals to adjourn the Annual Meeting to
permit the further solicitation of proxies.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED,
THIS PROXY WILL BE VOTED FOR THE PROPOSALS AND EACH OF THE NOMINEES LISTED
ABOVE. IF ANY OTHER BUSINESS IS PRESENTED AT THE MEETING, THIS PROXY WILL BE
VOTED BY THOSE NAMED IN THIS PROXY IN THEIR BEST JUDGMENT. AT THE PRESENT TIME,
THE BOARD OF DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE
MEETING.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE PROPOSALS
AND THE ELECTION OF THE NOMINEES LISTED ABOVE.
(Continued and to be SIGNED on Reverse Side)
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Should the undersigned be present and choose to vote at the Meeting or at
any adjournments or postponements thereof, and after notification to the
Secretary of Alliance Bancorp at the Meeting of the stockholder's decision to
terminate this proxy, then the power of such attorneys or proxies shall be
deemed terminated and of no further force and effect. This proxy may also be
revoked by filing a written notice of revocation with the Secretary of Alliance
Bancorp or by duly executing a proxy bearing a later date.
The undersigned acknowledges receipt from Alliance Bancorp, prior to the
execution of this proxy, of notice of the Meeting, a Proxy Statement and an
Annual Report to Stockholders.
Dated: _____________, 1998 _______________________________________
Signature of Stockholder
Please sign exactly as your name(s) appear(s)
to the left. When signing as attorney,
executor, administrator, trustee or guardian,
please give your full title. Only one
signature is required in the case of a joint
account.
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE
[FRONT SIDE]
REVOCABLE PROXY
SOUTHWEST BANCSHARES, INC.
ANNUAL MEETING OF STOCKHOLDERS
June 30, 1998
9:30 a.m. Chicago Time
The undersigned hereby appoints the official proxy committee of the Board
of Directors of Southwest Bancshares, Inc. (the "Company"), each with full power
of substitution, to act as attorneys and proxies for the undersigned, and to
vote all shares of Common Stock of the Company which the undersigned is entitled
to vote only at the Annual Meeting of Stockholders, to be held on June 30, 1998
at 9:30 a.m. Chicago Time, at The Oak Lawn Hilton Hotel, 9333 South Cicero
Avenue, Oak Lawn, Illinois, and at any and all adjournments thereof, as follows:
1. The approval of the Agreement and Plan of Merger (the "Merger
Agreement"), dated as of December 16, 1997, by and between Alliance
Bancorp and Southwest Bancshares, Inc. a copy of which is attached to
the accompanying Joint Proxy Statement/Prospectus as Appendix I, and
the transactions contemplated thereby, including the merger of
Southwest Bancshares, Inc. into Alliance Bancorp, pursuant to which
each outstanding share of Southwest Bancshares, Inc. Common Stock
would be converted into shares of Alliance Bancorp Common Stock based
on an exchange ratio as described in the accompanying Joint Proxy
Statement/Prospectus (with cash paid in lieu of fractional share
interests), and the merger of Southwest Federal Savings and Loan
Association of Chicago into Liberty Federal Bank.
FOR AGAINST ABSTAIN
--- ------- -------
[_] [_] [_]
2. The election as directors of all nominees listed (except as marked to
the contrary below).
Frank J. Muriello and Albert Rodrigues
FOR VOTE WITHHELD
--- -------------
[_] [_]
INSTRUCTION: To withhold your vote for any individual nominee, write that
nominee's name on the space provided below:
________________________________________________________________________________
3. The ratification of Cobitz, VandenBerg & Fennessy as the independent
auditors of Southwest Bancshares, Inc. for the fiscal year ending
December 31, 1998.
FOR AGAINST ABSTAIN
--- ------- -------
[_] [_] [_]
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE
LISTED PROPOSALS.
[BACK SIDE]
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
THIS PROXY IS REVOCABLE AND WILL BE VOTED AS DIRECTED, BUT IF NO
INSTRUCTIONS ARE SPECIFIED, THIS PROXY WILL BE VOTED FOR EACH OF THE PROPOSALS
LISTED. IF ANY OTHER BUSINESS IS PRESENTED AT THE ANNUAL MEETING, INCLUDING
WHETHER OR NOT TO ADJOURN THE MEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED
IN THIS PROXY IN THEIR BEST JUDGEMENT. AT THE PRESENT TIME, THE BOARD OF
DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE ANNUAL MEETING.
The undersigned acknowledges receipt from the Company prior to the
execution of this proxy of a Notice of Annual Meeting of Stockholders and of a
Joint Proxy Statement/Prospectus dated May ___, 1998 and of the Annual Report to
Stockholders on Form 10-K.
Please sign exactly as your name appears on this card. When signing as
attorney, executor, administrator, trustee or guardian, please give your full
title. If shares are held jointly, each holder may sign but only one signature
is required.
Dated: _______________________________
_________________________________
SIGNATURE OF STOCKHOLDER
_________________________________
SIGNATURE OF STOCKHOLDER
______________________________________
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY
IN THE ENCLOSED POSTAGE-PAID ENVELOPE.