HARRIS BANKCORP INC
8-K, 1996-05-16
STATE COMMERCIAL BANKS
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<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C.  20549


                                F O R M   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)     April 19, 1996
                                                 ----------------------


                             Harris Bankcorp, Inc.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)



                                    Delaware
- --------------------------------------------------------------------------------
                 (State or other jurisdiction of incorporation)




       0-18179                                             36-2722782
- -----------------------                         -------------------------------
(Commission File Number)                       (IRS Employer Identification No.)



111 West Monroe Street, Chicago, Illinois                    60603
- -----------------------------------------                  ----------
 (Address of principal executive offices)                  (Zip Code)



Registrant's telephone number, including area code          312-461-2121
                                                     -----------------------


<PAGE>   2



Item 1.  Changes in Control of Registrant.

              Not applicable


Item 2.  Acquisition or Disposition of Assets.

              Not applicable


Item 3.  Bankruptcy or Receivership.

              Not applicable


Item 4.  Changes in Registrant's Certifying Accountant.

              Not applicable



Item 5.  Other Events.

     Harris Trust and Savings Bank, a wholly-owned subsidiary of Harris
Bankcorp, Inc., announced on April 16, 1996 that it had signed a definitive
agreement to purchase 54 branches of Household Bank, f.s.b., a wholly-owned
subsidiary of Household International, Inc.

     Harris is acquiring 54 Household Bank branches throughout Chicagoland,
with approximately $2.9 billion of deposits and $300 million of consumer loans.
The purchase price is $277 million.  The acquisition is subject to regulatory
approvals and is expected to close during the summer of 1996.  The branches,
which will operate under the Harris name, expand the number of
Harris-affiliated locations to 140 from the 86 opened or under construction.

     A copy of the press release dated April 16, 1996 relating to this
transaction is attached as an exhibit to this Form 8-K.


Item 6.  Resignations of Registrant's Directors.

     Not applicable



<PAGE>   3




Item 7.  Financial Statements and Exhibits.

     Not applicable


Item 8.  Change in Fiscal Year.

     Not applicable





































                                      -2-



<PAGE>   4


                                   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.


                                          HARRIS BANKCORP, INC.
                                          (REGISTRANT)




                                          By         Paul R. Skubic
                                             ----------------------------
                                                     Paul R. Skubic

             
                                          Its   Chief Accounting Officer
                                             ----------------------------


Date     April 19, 1996
     --------------------



















                                      -3-




<PAGE>   1

                                                                      EXHIBIT 99
                                                           FOR IMMEDIATE RELEASE


Pam Kassner, Harris Bank, 312/461-6625

                        HARRIS ACQUIRES HOUSEHOLD BANK'S
                       NETWORK OF 54 CHICAGOLAND BRANCHES

     SECOND MAJOR ACQUISITION IN TWO YEARS AND AGGRESSIVE BRANCHING PROGRAM
                   BRING NUMBER OF HARRIS LOCATIONS TO 140 --
              CREATING A COMPREHENSIVE CHICAGOLAND BANKING NETWORK


     Chicago, April 16, 1996 -- Harris Bank announced today it has signed a
definitive agreement to purchase 54 branches of Household Bank, f.s.b., a
wholly-owned subsidiary of Household International, Inc.  Harris Bank is the
combined operations of Harris Bankcorp, Inc. and Harris Bankmont, Inc., both
wholly-owned U.S. subsidiaries of Bank of Montreal (NYSE:BMO).
     Harris is acquiring 54 Household Bank branches throughout Chicagoland,
with $2.9 billion of deposits and $300 million of consumer loans. The purchase
price is $277 million; other terms of the agreement were not disclosed.  The
acquisition is subject to regulatory approvals and is expected to close this
summer.
     The branches, which will operate under the Harris name, include 9 city
locations, 9 in the south suburbs, 20 in the west suburbs, and 16 in the north
and northwest suburbs. The acquisition expands the number of Harris locations
to 140 from the 86 opened or under construction today. (See attached fact
sheet.)


<PAGE>   2

HARRIS - 54 BRANCHES/2

     "This acquisition gives us a comprehensive Chicagoland banking network and
allows us to reach our goal of tripling the number of Harris locations well
ahead of time.  It brings us into many new communities, including in the City
of Chicago and the south suburbs, and gives us the opportunity to serve
thousands of new customers," said Harris Chairman and Chief Executive Officer
Alan G. McNally.
     "Household Bank has a superb team of employees and an outstanding network
of high quality facilities and locations, many in strong and fast growing
markets -- and with minimal overlap with the Harris," McNally continued.
     Harris expects to close only a handful of locations, and plans to transfer
affected employees as the bank continues to grow and expand.  Harris' expansion
plan, announced in 1993, calls for the bank to triple its distribution network,
market share and earnings over the decade. Through a judicious balance between
"de novo" branch expansion and strategic acquisitions, including Suburban
Bancorp which was acquired in 1994,  Harris has added close to 100 new
locations over the past two years.
     This latest acquisition brings 250,000 new customers to Harris, increasing
its customer base to 750,000 and moves the bank much closer to its goal of
serving one million Chicagoland customers within the next five years.
     Harris, following a transitional period, will merge the branches of
Household Bank into its network of 26 community banks in the city and suburbs.
Harris is strongly committed to a community banking approach that relies on
local leadership, understanding and decision-making, and local community
involvement.

                                   (more)


<PAGE>   3


HARRIS - 54 BRANCHES/3


     "By expanding the branches of Household Bank into full-service community
bank branches, we will bring a broad range of financial services -- deposits,
loans, mortgages, trust, investment, cash management and other services -- to
meet the needs of consumers and small businesses across Chicagoland," McNally
said.  "This means additional branch staff will be needed, which will provide
substantial career opportunities for both Household Bank and Harris employees.
     "We are proud of our success in integrating new banks and branches into
the Harris organization, and we will continue that tradition with Household
Bank," McNally said "Our new Harris employees -- with their special knowledge
and relationships with their customers and communities -- are very important to
the future growth and success of the bank."
     "Harris and Household International share many of the same values --
including an intense commitment to serving customers well and supporting the
Chicagoland community," says William F. Aldinger, President and Chief Executive
Officer, Household International, Inc.  "This is an outstanding opportunity for
our Household Bank employees to continue their careers with a growing and
expanding banking organization."
     With a comprehensive distribution network now in place, Harris will focus
on delivering outstanding service and innovation -- including enhanced
electronic banking -- to meet the needs of its growing and diverse customer
base across Chicagoland. Harris expects to open four to six new branches a
year, to serve low and moderate income communities in the City of Chicago and
Cook County, and rapidly growing communities across Chicagoland. (more)


<PAGE>   4


HARRIS - 54 BRANCHES/4


     "All of us at Harris welcome Household Bank customers and employees to our
growing Harris family," McNally said.
     Harris, with $18.7 billion in assets as of March 31, is one of the largest
community bank networks in Chicagoland and a nationally recognized provider of
personal trust and private banking services.  A major midwest corporate bank,
Harris provides a broad range of corporate banking services -- lending and
advisory services,  corporate trust,  investment management, cash management,
foreign exchange and treasury services -- to corporations and institutions in
the midwest and nationwide.

                                     # # #


NOTE TO EDITORS: Harris also issued today a news release on its record first
quarter earnings and Harris' parent company, Bank of Montreal, issued a news
release today regarding the Harris acquisition of Household Bank's Chicagoland
branch network and its role in Bank of Montreal's North American strategy.



<PAGE>   5


                                   FACT SHEET

                                HARRIS EXPANSION



HARRIS EXPANSION HISTORY
  -  1994. Suburban Bancorp acquisition added 30 locations to Harris' original 
     42: Total 72
  -  1994 - 1996. New branches opened in Darien, Algonquin, Frankfort Square
     (opening 4/22),West Roselle, Carol Stream, Mundelien, Orland Park, West
     Garfield (Chicago), Kenwood (Chicago), and LaGrange adds ten locations:
     Total 82
  -  Present. Locations under construction in Loyola/Rogers Park (Chicago),
     Gurnee, Lake Forest and Oswego: Total 86
  -  Household Bank.  Adds 54 new branches:  Total 140



COMMUNITIES WHERE HOUSEHOLD BANK IS LOCATED

Addison                                Lincolnwood      
Arlington Heights                      Lisle            
Berwyn                                 Matteson         
Bloomingdale                           Midlothian       
Broadview                              North Riverside  
Buffalo Grove                          Niles            
Calumet City                           Northbrook       
Carol Stream                           Oakbrook Terrace 
Chicago                                Palatine         
Chicago Heights                        Park Ridge       
Country Club Hills                     Schaumburg       
Crete                                  Tinley Park      
Elk  Grove Village                     Villa Park       
Evergreen Park                         Westchester      
Glen Ellyn                             Western Springs  
Glendale Heights                       Wheaton          
Glenview                               Wheeling         
Hoffman Estates                        Wilmette         
La Grange                              Wood Dale        
Lansing                                Woodridge        

















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FACT SHEET/2


COMMUNITIES WHERE HARRIS IS LOCATED


Algonquin                                Lake Forest
Arlington Heights                        Libertyville
Aurora                                   Lily Lake
Barrington                               Marengo
Bartlett                                 Mundelein
Batavia                                  Naperville
Buffalo Grove                            Northbrook
Burr Ridge                               Oakbrook
Carol Stream                             Orland Park
Cary                                     Oswego
Chicago                                  Palatine
Crystal Lake                             Rolling Meadows
Darien                                   Roselle
Elk Grove                                St. Charles
Fox River Grove                          Schaumburg
Frankfort                                South Barrington
Geneva                                   Streamwood
Glencoe                                  Summit
Gurnee                                   Vernon Hills
Hinsdale                                 Westchester
Hoffman Estates                          Wilmette
Huntley                                  Winnetka
La Grange                                Woodstock
Lake Barrington                      
                      



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