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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Charter One Financial, Inc.
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
160903 10 0
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(CUSIP Number)
C. Gene Harling
Chairman of the Board, President and Chief Executive Officer
FirstFed Michigan Corporation
1001 Woodward Avenue, Detroit, Michigan 48226
(313) 965-1400
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 31, 1995
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box: / /
Check the following box if a fee is being paid with the statement:
/X / (A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.)(See Rule 13d-7.)
(Continued on Following Pages)
Page 1 of 8 Pages
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CUSIP No. 160903 10 0 13D
1 NAME OF REPORTING PERSON; S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
FirstFed Michigan Corporation IRS I.D. No. 38-2839838
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP a / /
b / /
3 SEC USE ONLY
4 SOURCE OF FUNDS: WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
/ /
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Michigan
7 SOLE VOTING POWER: 0
NUMBER OF
SHARES 8 SHARED VOTING POWER: 0
BENEFICIALLY
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH
10 SHARED DISPOSITIVE POWER: 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 4,481,589 shares (all subject to an option to
purchase only upon the occurrence of specified events)
may be deemed beneficially owned pursuant to Rule 13d-
3(d)(i)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
16.6% (giving effect to the issuance of all 4,481,589
shares subject to the option)
14 TYPE OR REPORTING PERSON: CO
Page 2 of 8 Pages
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ITEM 1. SECURITY AND ISSUER.
This statement relates to the common stock, par value $0.01 per share
(the "Common Stock"), of Charter One Financial, Inc. ("Charter One"), a
Delaware corporation. The principal executive office of Charter One is located
at 1215 Superior Avenue, Cleveland, Ohio 44114.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is being filed by FirstFed Michigan Corporation
(hereinafter referred to as "FirstFed" or the "Reporting Person"), a Michigan
corporation. The Reporting Person is a savings and loan holding company owning
all of the outstanding capital stock of First Federal of Michigan (the
"Association"). The Reporting Person's business has consisted primarily of the
business of the Association and its subsidiaries. The Association is a
federally chartered savings and loan association with 63 offices in the State
of Michigan. The principal office of the Reporting Person and the Association
is located at 1001 Woodward Avenue, Detroit, Michigan 48226. A list containing
the name, business or residential address, present principal occupation or
employment, citizenship and certain other information regarding each director
and executive officer of the Reporting Person is filed as Schedule 1 hereto and
incorporated herein by reference. During the past five years, neither the
Reporting Person nor any person listed in Schedule 1 has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which the Reporting Person was or is
subject to a judgment, decree or final order either enjoining future violations
of (or prohibiting or mandating activities subject to) federal or state
securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Effective May 30, 1995, the Reporting Person and Charter One entered
into the Agreement and Plan of Merger (the "Merger Agreement") filed as Exhibit
A hereto. As a condition to, and in consideration of, the Reporting Person's
execution of the Merger Agreement, the Reporting Person and Charter One entered
into the Stock Option Agreement attached to the Merger Agreement as Exhibit A
(the "Option Agreement"), pursuant to which Charter One granted to the
Reporting Person a transferable option (the "Option") to purchase, on the terms
and conditions expressed therein and upon the occurrence of certain triggering
events, an aggregate of up to 4,481,589 shares of the Common Stock,
representing 19.9% of the outstanding Common Stock without giving effect to
such Option, at a price of $24.75 per share. If the Reporting Person were to
purchase all of the shares of the Common Stock subject to the
Page 3 of 8 Pages
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Option Agreement, the aggregate purchase price of such Common Stock would be
$110,919,327.80. It is anticipated that the funds necessary to purchase the
Common Stock pursuant to the Option Agreement, if so desired, would be provided
by the working capital of the Reporting Person or its principal subsidiary.
ITEM 4. PURPOSE OF TRANSACTION.
Under the Merger Agreement, subject to certain terms and conditions
stated therein, including, among others, receipt of all necessary regulatory
approvals and approval by the shareholders of FirstFed and Charter One,
FirstFed will be merged with and into Charter One (the "Merger"), and the
Association shall be merged with and into Charter One Bank, F.S.B. ("Charter
One Bank"), a wholly owned subsidiary of Charter One, pursuant to the terms and
conditions set forth in the Merger Agreement, including the Plan of Merger of
the Association into Charter One Bank attached to the Merger Agreement as
Exhibit 1.1(a).
The Option can be exercised, subject to compliance with applicable
provisions of law and the receipt of any necessary regulatory approvals, at any
time prior to the termination of the Option Agreement upon the occurrence of an
Initial Triggering Event (as such term is defined in the Option Agreement)
followed by a Subsequent Triggering Event (as such term is defined in the
Option Agreement) provided that FirstFed has sent written notice of its intent
to exercise the Option within 180 days after the first such Subsequent
Triggering Event.
The Option is not presently exercisable or transferable and,
accordingly, the Reporting Person has no present plan or proposal to purchase
the Common Stock through the exercise of the Option. If the Option becomes
exercisable as a result of the occurrence of an Initial Triggering Event
followed by a Subsequent Triggering Event, the Reporting Person will evaluate
the facts and circumstances then existing in order to determine when, if at
all, it will purchase any shares of the Common Stock pursuant to the exercise
of the Option.
Pursuant to the Merger Agreement, Charter One has agreed to recommend
to its stockholders approval of certain amendments to the Certificate of
Incorporation of Charter One. Specifically, Charter One will propose that
Articles Fourth, Fifth, Sixth and Seventh be amended as set forth in Section
1.7(a) of the Merger Agreement. Approval of the proposed amendments is not a
condition to consummation of the Merger.
Following consummation of the Merger, the Board of Directors of
Charter One shall consist of either 16 members (if an amendment to Charter
One's Restated Certificate of Incorporation increasing the size of the Board of
Directors is approved by stockholders of
Page 4 of 8 Pages
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Charter One) or 14 members, if such amendment is not approved, one half of
whom, in either case, shall be selected by the Board of Directors of the
Reporting Person prior to the effective time of the Merger. The executive
officers of Charter One following the consummation of the Merger shall be as
set forth in the Merger Agreement.
The Common Stock is registered pursuant to Section 12(g) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). Charter One
will be the surviving corporation of the Merger, and there are no plans to
deregister the Common Stock.
The preceding discussion of the proposed Merger, the Merger Agreement
and the Option Agreement is qualified in its entirety by reference to the full
text of such documents, which are filed as exhibits hereto and are incorporated
herein by reference.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The Reporting Person may be deemed the beneficial owner (pursuant to
Rule 13d-3(d)(i) under the Exchange Act) of 4,481,589 shares of the Common
Stock which the Reporting Person has the Option to purchase pursuant to the
terms and subject to the conditions contained in the Option Agreement. Such
shares represent approximately 19.9% of the outstanding shares of the Common
Stock, without giving effect to shares subject to the Option. Prior to the
execution of the Option Agreement, the Reporting Person has not been involved
in any transaction concerning the Common Stock.
No person has the power to vote or to direct the vote, or to dispose
or to direct the disposition, of the shares of the Common Stock subject to the
Option Agreement and which the Reporting Person may be deemed to beneficially
own pursuant to Rule 13d-3(d)(i) under the Exchange Act. None of the directors
or executive officers listed in Schedule 1 hereto beneficially owns any shares
of the Common Stock.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
In connection with the execution of the Merger Agreement, the
Reporting Person entered into a voting agreement, in the form attached to the
Merger Agreement as Exhibit D, with each of the directors of Charter One,
pursuant to which the directors agreed, in their capacities as stockholders of
Charter One, to vote or cause to be voted all of the shares of the Common Stock
owned or controlled by such individuals as of the record date for the special
meeting of stockholders at which Charter One stockholders will vote on the
Merger in favor of the Merger unless the Board of
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Directors of Charter One has withdrawn its recommendation of approval of the
Merger. Additionally, the Charter One directors have agreed not to vote for
any merger or sale of all or substantially all of the assets of Charter One
until the closing of the Merger, the termination of the Merger Agreement or the
abandonment of the Merger. The directors have further agreed not to transfer
any ownership of their shares of the Common Stock unless either the transferee,
prior to transfer, executes a voting agreement or in ordinary open market or
brokerage sales. The directors of the Reporting Person have entered into
similar voting agreements with Charter One.
The preceding discussion of the voting agreements is qualified in its
entirety by reference to the full text of such agreements, the form of which is
filed as an exhibit hereto and incorporated by reference herein.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
Exhibit A Agreement and Plan of Merger dated as of May 30, 1995
by and among Charter One Financial, Inc. and FirstFed
Michigan Corporation, including Exhibits A, D and
1.1(a) thereto but excluding all schedules and other
exhibits -- hereby incorporated as an exhibit hereto
by reference to Exhibit 2 to the Current Report on
Form 8-K, as amended, of Charter One Financial, Inc.
dated May 30, 1995 (Securities and Exchange
Commission File Number 0-16311).
Schedule 1 Information regarding directors and executive
officers of FirstFed Michigan Corporation.
Page 6 of 8 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: June 7, 1995 FIRSTFED MICHIGAN CORPORATION
/s/ C. Gene Harling
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By: C. Gene Harling
Chairman of the Board, President
and Chief Executive Officer
Page 7 of 8 Pages
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SCHEDULE 1
The business address for each of the following directors and executive officers
of the Reporting Person is 1001 Woodward Avenue, Detroit, Michigan 48226-1904,
and all are U.S. Citizens.
EXECUTIVE OFFICERS
Name Principal Occupation
C. Gene Harling Chairman of the Board, President and Chief Executive
Officer and Director
Richard W. Neu Executive Vice President, Chief Financial Officer and
Director
Richard Platt Executive Vice President, Marketing Division
George M. Bourgon, Jr. Senior Vice President, Director of Human Resources
Allen A. Backman Senior Vice President, Manager, Residental Mortgage
Lending Department
Allan D. Breyer Senior Vice President, Manager, Management Information
Services
James Chomakos Senior Vice President, Manager, Marketing
Administration
W. Stanley Fambrough Senior Vice President, General Counsel and Corporate
Secretary
Donald G. Franck Senior Vice President, Manager, Commercial Real Estate
and Commercial Banking and Consumer Loans
Joyce K. Hancock Senior Vice President, Controller
Magdalen A. Kelchak Senior Vice President, Manager, Mortgage Servicing and
Collection Operations
F. William Manion Senior Vice President, Manager, Branch Operations
Malcolm R. Milne Senior Vice President, Treasurer
Donald W. Ruff Senior Vice President, Manager, Corporate Operations
and Auditing
Bruce E. Ruffin Senior Vice President, Community Investment Officer
DIRECTORS WHO ARE NOT EXECUTIVE OFFICERS
Name Principal Occupation
Henry R. Nolte, Jr. Of Counsel at Miller, Canfield, Paddock and Stone
Jerome L. Schostak Chairman of the Board of Schostak Brothers & Company,
Inc.
Mark Shaevsky Partner - Honigman Miller Schwartz and Cohn
Eresteen R. Williams Retired Medical Office Manager for D.G. Williams, Jr.,
M.D.
Charles M. Heidel Retired as President, Chief Operating Officer and
director of The Detroit Edison Company
Richard J. Jacob President of Richard J. Jacob and Associates
Philip J. Meathe Retired as Chairman of the Board and Chief Executive
Officer of Smith, Hinchman & Grylls Associates, Inc.
Fred C. Reynolds Retired Senior Vice President of First Federal and
President of its Kalamazoo Division
Page 8 of 8 Pages
