SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 22, 2001
Alliance Bancorp
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(Exact name of registrant as specified in its charter)
Delaware 0-15830 36-3811768
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(State or other (Commission File No.) (I.R.S. Employer
jurisdiction of Identification No.)
incorporation)
Address of principal executive offices:
One Grant Square, Hinsdale, Illinois 60521
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Registrant's telephone number, including area code:
(630) 323-1776
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Not Applicable
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(Former name or former address, if changed since last report)
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Item 1(b). Changes in Control of Registrant
On January 22, 2001, Alliance Bancorp (the "Company"), Charter One
Financial, Inc. ("Charter One") and Charter Michigan Financial, Inc.
("Charter Michigan"), a wholly-owned subsidiary of Charter One, entered into
an Agreement and Plan of Merger (the "Agreement") providing for, among other
things, the merger (the "Merger")of the Company with and into Charter Michigan,
with Charter Michigan as the surviving entity. As part of the Merger,
Liberty Federal Bank, a federally chartered stock savings bank and the Company's
wholly-owned subsidiary(the "Bank"), will merge with and into Charter One Bank,
F.S.B., a federally chartered savings bank and Charter Michigan's wholly-owned
subsidiary, with Charter One Bank, F.S.B. as the surviving entity.
The Merger is subject to regulatory and stockholder approval, as well
as customary terms and conditions.
Pursuant to the Merger Agreement, each share of common stock, par value
$.01 per share of the Company ("Company Common Stock"), immediately outstanding
prior to the effective time (the "Effective Time") of the Merger shall
automatically be converted into and become the right to receive 0.72 shares of
common stock, par value $0.01 per share, of Charter One ("Charter One Common
Stock") plus $5.25 in cash. The stock portion of the merger consideration is
subject to adjustment for any stock dividends, splits and similar actions.
Holders of Company Common Stock who would be entitled to receive fractional
shares of Charter One Common Stock will instead receive cash in an amount equal
to such fraction of a share multiplied by the closing sale price of Charter One
Common Stock for the last trading day immediately preceding the Effective Date
(as defined in the Merger Agreement).
In addition, in connection with the Agreement, the Company and Charter
One entered into a Stock Option Agreement pursuant to which the Company granted
to Charter One the option to purchase, under certain conditions, up to 1,848,700
shares of Company Common Stock, or 19.9% of the outstanding Company Common
Stock, at an exercise price of $22.00 per share, subject to adjustment as
provided in the Stock Option Agreement. The option is exercisable only upon the
occurrence of certain events that would jeopardize the completion of the Merger.
Under certain circumstances, the Company may be required to repurchase the
option to purchase or shares acquired upon the exercise of the option. Under the
terms of the Stock Option Agreement, the total profit that a holder may realize,
including Charter One Financial, as a result of exercising the option may not
exceed $9.0 million.
The Merger Agreement and Stock Option Agreement are attached hereto as
exhibits, and are incorporated herein by reference. The foregoing summaries of
the Merger Agreement and the Stock Option Agreement do not purport to be
complete and are qualified in their entirety by reference to such exhibits.
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Item 7. Financial Statements, Pro Forma Financial Information, and Exhibits
The following Exhibits are filed as part of this report:
Exhibit 99.A Agreement and Plan of Merger Dated as of January 22,
2001 By and Between Charter One Financial, Inc. Charter Michigan Bancorp, Inc.
and Alliance Bancorp
Exhibit 99.B Stock Option Agreement
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
ALLIANCE BANCORP
DATE: January 31, 2001 By: \s\ Kenne P. Bristol
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Kenne P. Bristol, Chief Executive Officer
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EXHIBIT INDEX
The following Exhibits are filed as part of this report:
Exhibit 99.A Agreement and Plan of Merger Dated as of January 22,
2001 By and Between Charter One Financial, Inc., Charter Michigan Bancorp, Inc.
and Alliance Bancorp
Exhibit 99.B Stock Option Agreement
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