EXHIBIT 99
FORM OF PROXY FOR THE SPECIAL MEETING OF
STOCKHOLDERS OF HINSDALE FINANCIAL CORPORATION
PROXY PROXY
PROXY
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF HINSDALE FINANCIAL CORPORATION
FOR A SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON NOVEMBER 26, 1996.
The undersigned stockholder of Hinsdale Financial Corporation ("Hinsdale
Financial") hereby appoints William R. Rybak, Russell F. Stephens, Jr., and
Donald E. Sveen, with full powers of substitution, as attorneys-in-fact and
agents for and in the name of the undersigned, to vote all shares of Common
Stock which the undersigned may be entitled to vote at the Special Meeting of
Stockholders of Hinsdale Financial Corporation to be held on Tuesday, November
26, 1996, at the Chicago Marriott O'Hare, 8535 West Higgins Road, Chicago,
Illinois, at 3:30 p.m., Chicago time, 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 August 2, 1996, by and between Hinsdale
Financial and Liberty Bancorp, Inc. ("Liberty Bancorp") and the
transactions contemplated thereby, including the merger of Liberty
Bancorp into Hinsdale Financial, pursuant to which each outstanding share
of Liberty Bancorp Common Stock would be converted into 1.054 shares of
Hinsdale Financial (to be called "Alliance Bancorp" following the Merger)
Common Stock (with cash paid in lieu of fractional share interests), and
the merger of Liberty Federal Savings Bank into Hinsdale Federal Bank for
Savings, to operate under the name "Liberty Federal Bank."
(2) The approval of an amendment to Hinsdale Financial's Certificate of
Incorporation (the "Hinsdale Financial Certificate") to increase the
total number of authorized shares of Common Stock to 11,000,000.
(3) The approval of an amendment to the Hinsdale Financial Certificate to
change the name of the Corporation, effective upon consummation of the
Merger, to "Alliance Bancorp."
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED,
THIS PROXY WILL BE VOTED FOR THE PROPOSITIONS STATED. IF ANY OTHER BUSINESS IS
PRESENTED AT THE MEETING, THIS PROXY WILL BE VOTED BY THE PROXY HOLDERS IN
THEIR BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO
OTHER BUSINESS TO BE PRESENTED AT THE MEETING.
PLEASE VOTE, DATE AND SIGN ON THE REVERSE SIDE
HINSDALE FINANCIAL CORPORATION
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY.
[ ]
1. Approval of the Agreement and Plan of Merger by and between Hinsdale Finan-
cial Corporation and Liberty Bancorp, Inc.
FOR AGAINST ABSTAIN
[_] [_] [_]
2. Approval of the amendment to Hinsdale Financial's Certificate of
Incorporation to increase the total number of authorized shares of common
stock to 11,000,000
FOR AGAINST ABSTAIN
[_] [_] [_]
3. Approval of the amendment to Hinsdale Financial's Certificate of
Incorporation to change the name of the Corporation, effective upon
consummation of the Merger, to "Alliance Bancorp"
FOR AGAINST ABSTAIN
[_] [_] [_]
Votes will be cast in accordance with the Proxy. Should the undersigned be
present and elect to vote at the Special Meeting or adjournment thereof and
after notification to the Secretary of Hinsdale Financial at said meeting of
the stockholder's decision to terminate this Proxy, then the power of said
attorney-in-fact or agents shall be deemed terminated and of no further force
and effect.
The undersigned acknowledges receipt of a Notice of Special Meeting of Stock-
holders and a Proxy Statement dated October 17, 1996, prior to the execution of
this Proxy.
Date: , 1996
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Signature
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NOTE: Only One Signature Is Required In The Case Of Joint Ownership.
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED
ENVELOPE.
EXHIBIT 99
FORM OF PROXY FOR THE SPECIAL MEETING OF
STOCKHOLDERS OF LIBERTY BANCORP, INC.
- -
- -
PROXY PROXY
PROXY
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF LIBERTY BANCORP, INC.
FOR A SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON NOVEMBER 26, 1996.
The undersigned stockholder of Liberty Bancorp, Inc. (the "Corporation")
hereby appoints , with full powers of substitution, as attorneys-in-fact
and agents for and in the name of the undersigned, to vote such votes as the
undersigned may be entitled to vote at the Special Meeting of Stockholders of
Liberty Bancorp, Inc. to be held on Tuesday, November 26, 1996, at the Chicago
Marriott O'Hare, 8535 West Higgins Road, Chicago, Illinois, at 2:00 p.m.,
Chicago time, and at any and all adjournments thereof. are authorized to
cast all votes to which the undersigned is entitled as follows:
(1) The approval of the Agreement and Plan of Merger (the "Merger
Agreement"), dated as of August 2, 1996, by and between Liberty Bancorp
and Hinsdale Financial Corporation ("Hinsdale Financial") and the
transactions contemplated thereby, including the merger of Liberty
Bancorp into Hinsdale Financial, pursuant to which each outstanding share
of Liberty Bancorp Common Stock would be converted into 1.054 shares of
Hinsdale Financial (to be called "Alliance Bancorp" following the Merger)
Common Stock (with cash paid in lieu of fractional share interests), and
the merger of Liberty Federal Savings Bank into Hinsdale Federal Bank for
Savings, to operate under the name "Liberty Federal Bank."
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED,
THIS PROXY WILL BE VOTED FOR THE PROPOSITIONS STATED. IF ANY OTHER BUSINESS IS
PRESENTED AT THE MEETING, THIS PROXY WILL BE VOTED BY THE BOARD OF DIRECTORS IN
ITS BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO
OTHER BUSINESS TO BE PRESENTED AT THE MEETING.
PLEASE VOTE, DATE AND SIGN ON THE REVERSE SIDE
LIBERTY BANCORP, INC.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY.
1. Approval of the Agreement and Plan
of Merger by and between Hinsdale FOR AGAINST ABSTAIN
Financial and Liberty Bancorp, Inc. 0 0 0
Votes will be cast in accordance with the Proxy. Should the undersigned be
present and elect to vote at the Special Meeting or adjournment thereof and
after notification to the Secretary of the Association at said meeting of the
stockholder's decision to terminate this Proxy, then the power of said
attorney-in-fact or agents shall be deemed terminated and of no further force
and effect.
The undersigned acknowledges receipt of a Notice of Special Meeting of Stock-
holders and a Proxy Statement dated , 1996, prior to the execution of this
Proxy.
Date: ___________________________________________________________________ , 1996
Signature ______________________________________________________________________
NOTE: Only one signature is required in the case of a joint account.
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED
ENVELOPE.