SCHEDULE 14-A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
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Filed by a Party other than the Registrant []
Check the appropriate box:
[ ] Preliminary Proxy Statement
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[X] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
Alliance Bancorp
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(Name of Registrant as Specified In Its Charter)
John J. Gorman, Luse Lehman Gorman Pomerenk & Schick, PC
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(Name of Person(s) Filling Proxy Statement)
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[ ] 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:
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2) Aggregate number of securities to which transaction applies:
.......................................................................
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] Fee previously paid:
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
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previously. Identify the previous filing by registration statement number, or
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FROM CHARTER ONE FINANCIAL, INC.
and
ALLIANCE BANCORP
CONTACT FROM CHARTER ONE: CONTACTS FROM ALLIANCE BANCORP:
Ellen Batkie (800) 262-6301 INVESTORS Richard Hojnicki (630) 794-8758
MEDIA Jean Krusinski (630) 794-8715
CHARTER ONE TO ACQUIRE ALLIANCE BANCORP IN CASH AND STOCK TRANSACTION
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CLEVELAND, OHIO, January 23, 2001 - The boards of directors of Charter One
Financial, Inc. ("Charter One") (NYSE: CF), the holding company of Charter One
Bank, F.S.B., and Alliance Bancorp ("Alliance") (NASDAQ: ABCL), the holding
company of Liberty Federal Bank in Hinsdale, Illinois, today announced that they
have executed a definitive agreement for Charter One to acquire Alliance. At
September 30, 2000, Alliance had assets of $2.0 billion, deposits of $1.2
billion and operated 19 branch offices in the metropolitan Chicago area. Upon
completion of the merger, Charter One will have the sixth largest retail banking
operation in the Chicago metropolitan region with approximately $5 billion in
deposits and 77 branches throughout Cook and Du Page counties.
The agreement provides for common shareholders of Alliance to receive $5.25 in
cash and 0.72 shares of Charter One common stock for each Alliance share, an
effective consideration mix of 79% stock and 21% cash. Based on the current
number of Alliance shares, it is expected that approximately 6.7 million shares
of Charter One common stock will be issued in conjunction with the merger. It is
also expected that all outstanding Alliance options will be exchanged for the
equivalent Charter One options. This results in an initial transaction value of
approximately $245 million.
Based on Charter One's closing stock price of $26.94 on January 22, the merger
consideration represents a price of approximately $24.65 for each Alliance
share, or a 10% premium over Alliance Bancorp's January 22 closing price. The
price represents approximately 147% of Alliance's book value as of September 30,
2000 and 13.0 times Alliance's 2001 estimated earnings.
The merger, which will be treated as a tax-free reorganization under Section 368
of the Internal Revenue Code and accounted for as a purchase, is expected to
close in the third quarter of 2001. Due diligence work has been completed by
both companies and their advisors. The transaction has been approved by the
boards of directors of both companies and is subject to approval by the Office
of Thrift Supervision, the Federal Reserve Board, and Alliance's shareholders.
"Charter One entered Chicago in late 1999 with the St. Paul merger," commented
Charles John Koch, Charter One Chairman and Chief Executive Officer. "We knew
almost immediately that our products and services were ideally suited to this
market and that we should look for the opportunity to leverage our management
team and marketing efforts by broadening our footprint. Alliance Bancorp fits
that objective perfectly. The franchise moves us up nicely in terms of market
share and customer reach in the Chicago area and its asset mix parallels Charter
One's asset mix. We will now be the sixth largest bank in the Chicago
metropolitan area, giving us a significant share in twenty-three markets up from
fourteen markets previously."
Charter One has specifically identified expense savings equivalent to
approximately 30% of Alliance's expense base. The targeted cost savings would be
primarily realized by eliminating duplicative back office operations. Although
some job reductions will result from eliminating certain operations, Charter
One's sales oriented banking model frequently results in increased employment in
retail operations following an acquisition. The initial implementation schedule
indicates that cost saving measures should be fully implemented by the end of
2001.
Charter One expects that the transaction will have no impact to GAAP earnings in
2001; however, it will add two to three cents per share in 2002. In addition,
Charter One anticipates a number of revenue opportunities resulting from new
product introductions and implementing its strong sales culture.
"We are delighted to announce this partnership with one of the most highly
regarded regional financial institutions," commented Fredric Novy, Alliance
Chairman. "Charter One has a track record of performance that ranks among the
best in our industry."
Alliance President and Chief Executive Officer, Kenne Bristol added, "I am sure
Charter One will be able to take the franchise we have built and move it to the
next level in terms of products and services, which will benefit our
shareholders and customers alike."
As part of the transaction, Charter One would receive an option to purchase,
under certain circumstances, shares of Alliance common stock equal to 19.9% of
Alliance's outstanding common stock.
Lehman Brothers is acting as financial advisor to Charter One, and Keefe,
Bruyette & Woods Inc. is acting as financial advisor to Alliance.
Charter One has approximately $33 billion in total assets, making it one of the
30 largest bank holding companies in the country. The Bank has approximately 420
branch locations in Ohio, Michigan, New York, Illinois, Massachusetts, and
Vermont. The branch locations operate under
the Charter One name in all areas except in Michigan (First Federal of Michigan)
and Illinois (St. Paul Federal). 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 and investor
presentations, investors are directed to Charter One's web site:
www.charterone.com.
Charter One Financial, Inc. and Alliance Bancorp will be filing relevant
documents concerning their merger with the Securities and Exchange Commission
(the "Commission"). 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 Commission's website, www.sec.gov. In addition, documents
filed with the Commission by Charter One Financial will be available free of
charge from the Investor Relations Dept. of Charter One Financial at 1215
Superior Avenue, Cleveland, OH 44114, telephone (800) 262-6301. Documents filed
with the Commission by Alliance Bancorp will be available free of charge from
the Investor Relations Dept. of Alliance at One Grant Square, Hinsdale, Illinois
60521, telephone (630) 794-8758. Investors should read carefully the proxy
statement/prospectus (when available) regarding the transactions referenced in
this press release before making a decision concerning the merger.
Alliance Bancorp and its executive officers and directors may be deemed to be
participants in the solicitation of proxies from stockholders of Alliance with
respect to the transactions contemplated by the merger agreement. Information
regarding such officers and directors is included in Alliance's proxy statement
for its 2000 Annual Meeting of Stockholders filed with the Commission on April
19, 2000. This document is available free of charge at the Commission's website
at www.sec.gov and/or from Alliance Bancorp.
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Forward-looking Information
Statements contained in this news release that are not historical facts,
including estimates, may constitute forward-looking statements (within the
meaning of the Private Securities Litigation Reform Act of 1995), which involve
significant risks and uncertainties. Actual results may differ materially from
the results discussed in these forward-looking statements. Factors that might
cause such a difference include, but are not limited to: (1) expected cost
savings from the merger cannot be realized within the expected timeframe; (2)
revenues following the merger are lower than expected; (3) costs or difficulties
related to the integration of the businesses of Charter One and Alliance Bancorp
are greater than expected; (4) competitive pressures among depository
institutions increase; (5) changes in the interest rate environment reduce
interest margins; (6) general economic conditions, either nationally or in the
states in which the combined company will be doing business, are less favourable
than expected; and (7) legislation or regulatory changes adversely affect the
business in which the combined company would be engaged.
Charter One/Alliance Merger
Charter One/Alliance Chicago Franchise
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Deposits Branches
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Alliance $1,239 M 19
Charter One (a) 3,772 58
Pro Forma 5,011 77
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Source: SNL Securities, L.P. and company reports.
Total deposits and number of branches at 6/30/99.
(a) Charter One branches and deposits in the Chicago MSA
Market Share Impact - Chicago MSA
Deposits Branches Market Share
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1. Bank One $28,292M 216 17.5%
2. ABN AMRO 23,231 121 14.4
3. Bank of Montreal 15,813 134 9.8
4. Northern Trust Corp. 8,285 17 5.1
5. Fifth Third Bancorp 5,870 75 3.6
Charter One/Alliance 5,011 77 3.1
6. Citigroup 4,136 50 2.6
7. Charter One Financial 3,772 58 2.3
8. First Midwest Bancorp 3,394 58 2.1
9. MAF Bancorp Inc. 2,817 27 1.7
10. Firstar Corp. 2,712 49 1.7
All Others 61,702 1,143 38.3
18. Alliance Bancorp 1,239 19 0.8
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Total Chicago MSA $161,263M 1,967 100.0%
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Source: SNL Securities, L.P. data at 6/30/99