<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM 11-K
Annual Report
Pursuant to Section 15(d) of the Securities Exchange Act of 1934. For the fiscal
year ended December 31, 1995.
A. Charter One Bank, F.S.B. Employee Savings Plan
(the "Plan")
(Full title of the Plan)
1215 Superior Avenue
Cleveland, Ohio 44114
B. Charter One Financial, Inc.
1215 Superior Avenue
Cleveland, Ohio 44114
(Name of issuer of securities held pursuant to the Plan
and the address of its principal executive office)
<PAGE> 2
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934,
the Pension Committee, by the undersigned Charter One Bank, F.S.B., as
administrator of the employee benefit plan, has duly caused this annual report
to be signed on its behalf by the undersigned duly authorized.
Pension Committee of
CHARTER ONE BANK, F.S.B.
Administrator for the Charter One
Bank, F.S.B. Employee Savings Plan
By: /s/ ROBERT J. VANA
----------------------
Robert J. Vana
Secretary
<PAGE> 3
CHARTER ONE BANK, F.S.B.
EMPLOYEE SAVINGS PLAN
FINANCIAL STATEMENTS
FOR THE YEARS ENDED
DECEMBER 31, 1995 AND 1994,
SUPPLEMENTAL SCHEDULES
FOR THE YEAR ENDED
DECEMBER 31, 1995
AND INDEPENDENT AUDITORS' REPORT
<PAGE> 4
CHARTER ONE BANK, F.S.B. EMPLOYEE SAVINGS PLAN
TABLE OF CONTENTS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PAGE
<S> <C>
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Benefits,
December 31, 1995 and 1994 2-3
Statements of Changes in Net Assets Available for Benefits
for the Years Ended December 31, 1995 and 1994 4-5
Notes to Financial Statements 6-10
SUPPLEMENTAL SCHEDULES:
Schedule I - Item 27a - Schedule of Assets Held for Investment Purposes,
December 31, 1995 11
Schedule II - Item 27d - Schedule of Reportable Transactions
for the Year Ended December 31, 1995 12-13
</TABLE>
<PAGE> 5
[Deliotte & Touche LLP Letterhead]
Telephone: (216)589-1300
INDEPENDENT AUDITORS' REPORT
Charter One Bank, F.S.B.
Employee Savings Plan:
We have audited the accompanying statements of net assets available for
benefits of the Charter One Bank, F.S.B. Employee Savings Plan (the "Plan") as
of December 31, 1995 and 1994, and the related statements of changes in net
assets available for benefits for the years then ended. These financial
statements are the responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan at December 31,
1995 and 1994 and the changes in its net assets available for benefits for the
years then ended in conformity with generally accepted accounting principles.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplemental schedules
of (1) assets held for investment purposes as of December 31, 1995 and (2)
transactions in excess of five percent of the current value of plan assets for
the year ended December 31, 1995 are presented for the purpose of additional
analysis and are not a required part of the basic financial statements, but are
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. Also, the supplemental information by fund is presented
for the purpose of additional analysis of the basic financial statements rather
than to present information regarding the net assets available for benefits and
the changes in net assets available for benefits for each of the individual
funds, and is not a required part of the basic financial statements. These
supplemental schedules and the supplemental information by fund are the
responsibility of the Plan's management. Such supplemental schedules and
supplemental information by fund have been subjected to the auditing procedures
applied in our audits of the basic financial statements and, in our opinion,
are fairly stated in all material respects when considered in relation to the
basic financial statements taken as a whole.
/s/ Deloitte & Touche LLP
June 17, 1996
<PAGE> 6
CHARTER ONE BANK, F.S.B. EMPLOYEE SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SUPPLEMENTAL INFORMATION BY FUND
------------------------------------------------------------
S&P
COMPANY MONEY ASSET 500
STOCK MARKET ALLOCATION STOCK
FUND FUND FUND FUND
<S> <C> <C> <C> <C>
ASSETS:
Investments, at fair value:
Charter One Financial, Inc.
common stock (498,650 shares) $ 15,208,825
Wells Fargo investment funds:
Money Market Fund 205,073 $ 2,238,803
Asset Allocation Fund $ 3,337,690
S&P 500 Stock Fund $ 2,312,092
U.S. Treasury Allocation Fund
Participant loans
Due from broker for securities sold 2,052
------------ ----------- ----------- ----------
Total Assets 15,415,950 2,238,803 3,337,690 2,312,092
LIABILITIES - Accrued administrative
expenses 4,512
------------ ----------- ----------- ----------
NET ASSETS AVAILABLE FOR
BENEFITS $ 15,411,438 $ 2,238,803 $ 3,337,690 $2,312,092
============ =========== =========== ==========
<CAPTION>
SUPPLEMENTAL INFORMATION BY FUND
-----------------------------
U.S.
TREASURY PARTICIPANT
ALLOCATION LOAN
FUND FUND TOTAL
<S> <C> <C> <C>
ASSETS:
Investments, at fair value:
Charter One Financial, Inc.
common stock (498,650 shares) $15,208,825
Wells Fargo investment funds:
Money Market Fund 2,443,876
Asset Allocation Fund 3,337,690
S&P 500 Stock Fund 2,312,092
U.S. Treasury Allocation Fund $ 1,234,168 1,234,168
Participant loans $ 593,725 593,725
Due from broker for securities sold 2,052
----------- ------------- -----------
Total Assets 1,234,168 593,725 25,132,428
LIABILITIES - Accrued administrative
expenses 4,512
----------- ------------- -----------
NET ASSETS AVAILABLE FOR
BENEFITS $ 1,234,168 $ 593,725 $25,127,916
=========== ============= ===========
</TABLE>
See notes to financial statements.
-2-
<PAGE> 7
CHARTER ONE BANK, F.S.B. EMPLOYEE SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1994
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SUPPLEMENTAL INFORMATION BY FUND
----------------------------------------------------------------
S&P
COMPANY MONEY ASSET 500
STOCK MARKET ALLOCATION STOCK
FUND FUND FUND FUND
<S> <C> <C> <C> <C>
ASSETS:
Investments, at fair value:
Charter One Financial, Inc.
common stock (531,202 shares) $ 9,993,238
Wells Fargo investment funds:
Money Market Fund 62,737 $ 929,348
Asset Allocation Fund $ 1,337,053
S&P 500 Stock Fund $ 901,762
U.S. Treasury Allocation Fund
Participant loans
Due from broker for securities sold 44,687
------------ --------- ----------- ---------
Total Assets 10,100,662 929,348 1,337,053 901,762
LIABILITIES:
Investment purchases pending settlement 3,488
Accrued administrative expenses 3,176
------------ --------- ----------- ---------
Total Liabilities 6,664
------------ --------- ----------- ---------
NET ASSETS AVAILABLE FOR
BENEFITS $ 10,093,998 $ 929,348 $ 1,337,053 $ 901,762
============ ========= =========== =========
<CAPTION>
SUPPLEMENTAL INFORMATION BY FUND
----------------------------------
U.S.
TREASURY PARTICIPANT
ALLOCATION LOAN
FUND FUND TOTAL
<S> <C> <C> <C>
ASSETS:
Investments, at fair value:
Charter One Financial, Inc.
common stock (531,202 shares) $ 9,993,238
Wells Fargo investment funds:
Money Market Fund 992,085
Asset Allocation Fund 1,337,053
S&P 500 Stock Fund 901,762
U.S. Treasury Allocation Fund $ 522,861 522,861
Participant loans $ 442,154 442,154
Due from broker for securities sold 44,687
------------ ------------ ------------
Total Assets 522,861 442,154 14,233,840
LIABILITIES:
Investment purchases pending settlement 3,488
Accrued administrative expenses 3,176
------------ ------------ ------------
Total Liabilities 6,664
------------ ------------ ------------
NET ASSETS AVAILABLE FOR
BENEFITS $ 522,861 $ 442,154 $ 14,227,176
============ ============ ============
</TABLE>
See notes to financial statements.
-3-
<PAGE> 8
CHARTER ONE BANK, F.S.B. EMPLOYEE SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31,1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SUPPLEMENTAL INFORMATION BY FUND
------------------------------------------------------------------------------
S&P U.S.
COMPANY MONEY ASSET 500 TREASURY PARTICIPANT
STOCK MARKET ALLOCATION STOCK ALLOCATION LOAN
FUND FUND FUND FUND FUND FUND TOTAL
<S> <C> <C> <C> <C> <C> <C> <C>
ADDITIONS:
Contributions:
Employee $ 625,376 $ 228,654 $ 336,745 $ 304,132 $ 121,570 $ 1,616,477
Employer 351,665 147,248 195,194 158,661 70,533 923,301
Investment Income:
Interest 7,634 82,186 $ 43,830 133,650
Dividends 361,750 361,750
Net appreciation in the
fair value of investments 5,590,520 479,508 406,813 92,465 6,569,306
----------- ----------- ---------- ---------- ---------- ----------- -----------
Total additions 6,936,945 458,088 1,011,447 869,606 284,568 43,830 9,604,484
DEDUCTIONS:
Distributions to participants 2,155,916 283,661 83,988 88,228 61,338 34,062 2,707,193
Forfeitures 42,121 42,121
Administrative expenses and other - net 9,557 6,043 178 250 92 16,120
----------- ----------- ---------- ---------- ---------- ----------- -----------
Total deductions 2,165,473 331,825 84,166 88,478 61,430 34,062 2,765,434
TRANSFERS:
Net transfers between funds 545,968 (2,878,498) 1,073,356 629,202 488,169 141,803
Transfer from the Charter One Bank
Pension Plan (Note 6) 4,061,690 4,061,690
----------- ----------- ---------- ---------- ---------- ----------- -----------
Total transfers 545,968 1,183,192 1,073,356 629,202 488,169 141,803 4,061,690
INCREASE IN NET ASSETS AVAILABLE
FOR BENEFITS 5,317,440 1,309,455 2,000,637 1,410,330 711,307 151,571 10,900,740
NET ASSETS AVAILABLE FOR BENEFITS,
BEGINNING OF YEAR 10,093,998 929,348 1,337,053 901,762 522,861 442,154 14,227,176
----------- ----------- ---------- ---------- ---------- ----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS,
END OF YEAR $15,411,438 $ 2,238,803 $3,337,690 $2,312,092 $1,234,168 $ 593,725 $25,127,916
=========== =========== ========== ========== ========== =========== ===========
</TABLE>
See notes to financial statements.
-4-
<PAGE> 9
CHARTER ONE BANK, F.S.B. EMPLOYEE SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 1994
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SUPPLEMENTAL INFORMATION BY FUND
------------------------------------------------------------------------------
S&P U.S.
COMPANY MONEY ASSET 500 TREASURY PARTICIPANT
STOCK MARKET ALLOCATION STOCK ALLOCATION LOAN
FUND FUND FUND FUND FUND FUND TOTAL
<S> <C> <C> <C> <C> <C> <C> <C>
ADDITIONS:
Contributions:
Employee $ 462,055 $ 205,515 $ 308,648 $226,868 $ 124,332 1,327,418
Employer 265,387 112,570 167,987 120,176 68,871 734,991
Investment Income:
Interest 5,081 38,281 $ 28,811 72,173
Dividends 304,578 304,578
Net appreciation (depreciation) in the
fair value of investments (407,371) (36,049) 7,001 (35,514) (471,933)
------------ --------- ----------- -------- --------- -------- ------------
Total additions 629,730 356,366 440,586 354,045 157,689 28,811 1,967,227
DEDUCTIONS:
Distributions to participants 510,256 644,845 78,975 47,344 50,182 67,263 1,398,865
Forfeitures 44,848 9,389 54,237
Administrative expenses and other - net 72,759 13,057 249 204 158 86,427
------------ --------- ----------- -------- --------- -------- ------------
Total deductions 627,863 667,291 79,224 47,548 50,340 67,263 1,539,529
TRANSFERS:
Net transfers between funds 230,269 (318,321) (70,361) 21,027 (4,906) 142,292
Transfer from Women's Federal
Profit-Sharing Plan (Note 6) 609,772 5,823 615,595
------------ --------- ----------- -------- --------- -------- ------------
Total transfers 230,269 291,451 (70,361) 21,027 (4,906) 148,115 615,595
INCREASE (DECREASE) IN NET ASSETS
AVAILABLE FOR BENEFITS 232,136 (19,474) 291,001 327,524 102,443 109,663 1,043,293
NET ASSETS AVAILABLE FOR BENEFITS,
BEGINNING OF YEAR 9,861,862 948,822 1,046,052 574,238 420,418 332,491 13,183,883
------------ --------- ----------- -------- --------- -------- ------------
NET ASSETS AVAILABLE FOR BENEFITS,
END OF YEAR $ 10,093,998 $ 929,348 $ 1,337,053 $901,762 $ 522,861 $442,154 $ 14,227,176
============ ========= =========== ======== ========= ======== ============
</TABLE>
See notes to financial statements
-5-
<PAGE> 10
CHARTER ONE BANK, F.S.B. EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995 AND 1994
- --------------------------------------------------------------------------------
1. SUMMARY OF ACCOUNTING POLICIES
BASIS OF ACCOUNTING - The financial statements are prepared using the
accrual basis of accounting.
VALUATION OF INVESTMENTS - Investments in Charter One Financial, Inc.
("Charter One") common stock are stated at fair value as measured by quoted
market prices in an active market, using the average of the last bid and
ask price at the close of the market. Investment funds are stated at values
determined by the trustee based upon the market values of the underlying
assets of the fund. Participant loans are stated at cost which approximates
fair value.
EXPENSES - Fees and expenses incurred to manage and maintain the investment
funds are charged at the investment fund level and are netted out of the
gain or loss of each investment fund. Costs of administering the Charter
One Bank, F.S.B. Employee Savings Plan (the "Plan") as a whole are paid by
Charter One Bank, F.S.B. (the "Bank) or the Plan at the option of the Bank.
2. DESCRIPTION OF THE PLAN
The following description of the Plan is provided for general information
purposes only. Participants should refer to the Plan agreement for more
complete information.
GENERAL - The Plan was established by the Bank effective January 1, 1985
and has been amended and restated on various dates. The Plan is a defined
contribution plan for the exclusive benefit of employees to encourage and
assist them in adopting a regular savings program and to provide additional
security upon retirement.
ADMINISTRATION - The Plan was administered by the Pension Committee (the
"Committee") through October 1995. At that time, the Committee was
dissolved and the Compensation Committee, appointed by the Board of
Directors of the Bank, assumed the responsibility for the administration of
the Plan. The Compensation Committee has the responsibility for
interpreting the Plan and authorizing disbursements. The Plan's assets are
held and administered by the trustee of the Plan, Wells Fargo Bank, N.A.
("Wells Fargo") (BZW Barclays Global Investors, N.A. subsequent to December
31, 1995).
ELIGIBILITY - All salaried and full-time commissioned employees of the Bank
are eligible to become participants in the Plan on the first entry date
after the individual has attained the age of twenty-one and has completed
one year of service. There were two entry dates during both 1995 and 1994
(January 1 and July 1). The Plan recognized past service credit for
employees of ICX Corporation and GCCC, Inc. d.b.a. Accredited Computer
Services in 1995.
CONTRIBUTIONS - The Plan provides for contributions by employees and for
matching contributions by the Bank based on percentages of employee
contributions.
-6-
<PAGE> 11
Each participating employee elects to enter into a written salary reduction
agreement with the Bank, thereby contributing to his or her salary
reduction account a percentage of compensation, not to exceed nine percent.
Income taxes are deferred on the amounts contributed and earnings on these
amounts until they are withdrawn from the Plan.
The Bank contributes to the participant's employer account an amount equal
to the sum of seventy-five percent of the first three percent, fifty
percent of the next three percent, and twenty-five percent of the next
three percent of the participant's compensation reduction pursuant to the
participant's salary reduction agreement with the Bank. Contributions are
limited under certain provisions of the Internal Revenue Code. Income taxes
are deferred on the amounts contributed and earnings on these contributions
until they are withdrawn from the Plan.
PARTICIPANT ACCOUNT BALANCES - Contributions under the salary reduction
agreement are credited to a participant's salary reduction account and,
along with any related investment gains or losses, are fully vested and
nonforfeitable.
Contributions by the Bank, which are credited to the participant's employer
account, and related investment gains and losses become vested based upon
the participant's years of service with the Bank. Full vesting is achieved
upon (1) attainment of age 65, (2) the death or total and permanent
disability of the participant, (3) termination due to a change in control
of the Bank or its parent company or (4) the completion of five years of
service.
FORFEITED ACCOUNTS - At December 31, 1995, forfeited nonvested accounts
totaled $8,448. These accounts will be used to reduce future Bank
contributions. If a terminated employee, who is not fully vested, is
rehired by the employer within a five year period after termination, any
amounts previously forfeited will be recredited to his or her employer
account with vesting in such amounts resuming under the normal vesting
schedules. Also, in 1995, Bank contributions were reduced by $42,121 from
forfeited nonvested accounts.
FUNDS - The Plan provides for the establishment of five investment funds
and the Participant Loan Fund under which the Plan's assets, liabilities,
and participant account balances are segregated. The investment options
offered under the Plan consist of the following:
- COMPANY STOCK FUND - The assets of this fund are invested in shares of
common stock of Charter One Financial, Inc., the Bank's parent
company. Assets may also be invested on an interim basis in the Wells
Fargo Money Market Fund.
- MONEY MARKET FUND - The assets of this fund are invested in the Wells
Fargo Money Market Fund, a collective investment fund that invests
primarily in a variety of investment grade instruments including
commercial paper, fixed time deposits, and certain repurchase
agreements.
- ASSET ALLOCATION FUND - The assets of this fund are invested in the
Wells Fargo Asset Allocation Fund, a collective investment fund that
invests primarily in a balanced-blend of common stocks, U.S.
government securities of various maturities, and money market
instruments.
- S&P 50O STOCK FUND - The assets of this fund are invested in the Wells
Fargo S&P 50O Stock Fund, a collective investment fund that invests
primarily in the same stocks and in substantially the same percentages
as the S&P 500 Index.
-7-
<PAGE> 12
- U.S. TREASURY ALLOCATION FUND - The assets of this fund are invested
in the Wells Fargo U.S. Treasury Allocation Fund, a collective
investment fund that invests primarily in U.S. government securities
of various maturities.
- PARTICIPANT LOAN FUND - The assets of this fund are invested in loans
to Plan participants in accordance with the Plan's provisions.
Participants specify the desired allocation of their contributions to the
Company Stock Fund and various Wells Fargo investment funds. The allocation
percentages may be changed at any time by a participant's request for each
of the funds. Changes involving the Company Stock Fund are limited to
certain prescribed dates each year for "Executive Officers of the Bank" (as
determined by the Corporate Secretary).
Effective July 1, 1994, each participant was granted the right to direct
the investment of all of his or her employer contribution amounts. Prior to
that date, only participants who had attained the age of 55 and completed 5
years of service had the right to designate the manner in which their
employer account balance was allocated between the Plan's investment funds.
Employer contributions for other participants were allocated to the Company
Stock Fund.
Voting rights of all shares of stock allocated to the accounts of the
participants are held by the participants. Votes representing unallocated
shares are cast by the trustee.
DISTRIBUTIONS - Payment of vested benefits is required to commence at age
70-1/2. However, participants may request distributions at any time once
they attain age 59-1/2. Vested benefits are also payable upon a
participant's death, total and permanent disability or other termination of
employment. Hardship withdrawals are available to in-service participants
during times of financial hardship.
Amounts payable are paid in cash with respect to participants' vested
interests in the Wells Fargo investment funds. Distributions from
participants' vested interests in the Company Stock Fund are paid in stock
or in cash at the option of the participants. Distributions from the Plan
are subject to federal and state taxation guidelines.
PARTICIPANT LOANS - The Plan provides for a participant loan option. The
Plan allows active participants to borrow up to 50% of the participant's
vested interest in the Plan's investment funds, not to exceed $50,000 per
year. Each participant is restricted to one outstanding loan at a time. The
minimum loan is $500.
The interest rate is fixed at the time a participant borrows and it is
equal to the prime rate plus 1%. Loan payments are made through payroll
deductions for a period of up to 15 years depending upon the purpose of the
loan. The entire payment is credited to the participant's account.
ESTIMATES - The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at the
date of the financial statements and the reported amounts of income and
expenses during the reporting period. Actual results may differ from these
estimates.
-8-
<PAGE> 13
3. SECURITY TRANSACTIONS WITH PARTY-IN-INTEREST
The Company Stock Fund invests in shares of common stock of Charter One.
The following activity occurred during 1995 and 1994:
<TABLE>
<CAPTION>
1995 1994
<S> <C> <C>
Shares held at December 31 498,650 531,202
========== ==========
Shares purchased 94,971 84,750
========== ==========
Cost of shares purchased $2,546,197 $1,692,658
========== ==========
Shares sold 127,523 52,631
========== ==========
Proceeds of shares sold $2,921,128 $1,055,361
========== ==========
Cost of shares sold $1,450,265 $ 531,653
========== ==========
</TABLE>
4. PLAN TERMINATION
In the event the Plan terminates or the Bank discontinues its contributions
under the Plan, all amounts credited to the participant accounts will
become fully vested. A complete distribution of the Plan's assets, in cash
or in kind, would be made to the participants in lump-sum payments no later
than two years after the termination of the Plan.
5. TAX STATUS
The Internal Revenue Service has determined and informed Charter One by a
letter dated October 25, 1995, that the Plan, as then designed, is
qualified, and the trust established under the Plan is tax-exempt under the
appropriate sections of the Code. The Bank believes that the Plan is
currently designed and being operated in compliance with the applicable
requirements of the Internal Revenue Code. Therefore, no provision for
income taxes has been made in the Plan's financial statements.
6. INCREASE IN PLAN PARTICIPATION
On January 22, 1993, Charter One completed the acquisition of Women's
Federal Savings Bank (WFSB). The purchase agreement stated that the
employees of WFSB would become participants in the Plan in accordance with
the normal eligibility requirements of the Plan with credit given for
employment with WFSB. The vested interest of these individuals in employer
matching contributions received by the Plan is based on all service with
the Bank and WFSB. Effective December 31, 1993, the Women's Federal
Profit-Sharing Plan (WFSB Plan) was merged into the Plan. An initial
transfer of assets with a fair value of $122,272 was made from the WFSB
Plan to the Plan, during December 1993. The remaining net assets of the
WFSB Plan, which had a fair value of $615,595 were transferred to the Plan
during January and February 1994.
-9-
<PAGE> 14
On October 31, 1995, Charter One completed a merger with FirstFed Michigan
Corporation (FirstFed). The merger agreement states that employees of
FirstFed and its subsidiaries who are continuing employees of Charter One
or its subsidiaries will be entitled to participate in the Charter One
employee benefit and welfare plans on the same basis that
similarly-situated employees of Charter One and its subsidiaries are
entitled to participate. For purposes of eligibility, participation and
vesting in such Charter One employee benefit and welfare plans, the
continuing employees shall receive past service credit for their employment
with FirstFed and its subsidiaries. FirstFed employees who met the Plan's
eligibility requirements became eligible to participate in the Plan
effective January 1, 1996. It is expected that some of the assets of
FirstFed's two existing retirement plans, which are currently in the
process of being terminated, will ultimately be rolled-over into the Plan.
On October 31, 1995, approximately $4.1 million was transferred into the
Plan in connection with the termination of the Charter One Bank Pension
Plan ("Pension Plan"). This amount represented the portion of accrued
benefits and excess assets of the pension plan that participants in the
pension plan elected to have contributed into the Plan. The participants
are fully vested in the amount transferred.
* * * * * *
-10-
<PAGE> 15
SCHEDULE I
CHARTER ONE BANK, F.S.B, EMPLOYEE SAVINGS PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
(A) (B) (C) (D) (E)
IDENTITY OF ISSUER
BORROWER, LESSOR CURRENT
OR SIMILAR PARTY DESCRIPTION OF INVESTMENT COST VALUE
<S><C> <C> <C> <C>
* Charter One Financial, Inc. Common stock - 498,650 shares $ 6,845,571 $ 15,208,825
* Wells Fargo Bank, N.A. Wells Fargo Bank Money Market Fund - 2,443,876 shares 2,443,876 2,443,876
* Wells Fargo Bank, N.A. Wells Fargo Bank Asset Allocation Fund - 173,477 shares 2,818,140 3,337,690
* Wells Fargo Bank, N.A. Wells Fargo Bank S&P 500 Stock Fund - 102,441 shares 1,885,413 2,312,092
* Wells Fargo Bank, N.A. Wells Fargo Bank U.S. Treasury Allocation Fund
- 77,915 shares 1,139,627 l,234,168
Various participants in One to fifteen year loans to participants with
the plan annual interest rates ranging from 7% to 10% 0 593,725
------------
Total $ 25,130,376
============
</TABLE>
-11-
<PAGE> 16
CHARTER ONE BANK, F,S.B. EMPLOYEE SAVINGS PLAN SCHEDULE II
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1995
- -----------------------------------------------------------------------------
<TABLE>
<CAPTION>
(A) (B) (C) (D) (E) (F) (G) (H) (I)
EXPENSE CURRENT VALUE NET
INCURRED COST OF ASSET ON GAIN
IDENTITY OF DESCRIPTION OF PURCHASE SELLING LEASE WITH OF TRANSACTION OR
PARTY INVOLVED ASSET PRICE PRICE RENTAL TRANSACTION ASSET DATE (LOSS)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
SERIES OF
TRANSACTIONS
Wells Fargo Shares of Money
Bank, N.A. Market Fund $7,006,500 $ 7,006,500 $ 7,006,500 N/A
Wells Fargo Shares of Money
Bank, N.A. Market Fund $ 5,684,736 5,684,736 5,684,736 None
Charter One Charter One
Financial, Inc. Financial, Inc. 2,546,197 2,546,197 N/A
Common Stock 2,546,197
Charter One Charter One
Financial, Inc. Financial, Inc.
Common Stock 2,921,128 1,450,265 2,921,128 $1,470,863
Wells Fargo Shares of Asset
Bank, N.A. Allocation Fund 1,691,157 1,691,157 1,691,157 N/A
Wells Fargo Shares of Asset
Bank, N.A. Allocation Fund 170,028 149,396 170,028 20,632
Wells Fargo Shares of S&P
Bank, N.A. 500 Stock Fund 1,180,409 1,180,409 1,180,409 N/A
Wells Fargo Shares of S&P
Bank, N.A. 500 Stock Fund 176,894 152,972 176,894 23,922
Wells Fargo Shares of U.S.
Bank, N.A. Treasury
Allocation Fund 725,535 725,535 725,533 N/A
Wells Fargo Shares of U.S.
Bank, N.A. Treasury
Allocation Fund 106,693 99,780 106,693 6,913
(Continued)
</TABLE>
-12-
<PAGE> 17
CHARTER ONE BANK, F.S.B. EMPLOYEE SAVINGS PLAN SCHEDULE II
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31,1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
(A) (B) (C) (D) (E) (F) (G) (H) (I)
EXPENSE CURRENT VALUE NET
INCURRED COST OF ASSET ON GAIN
IDENTITY OF PURCHASE SELLING LEASE WITH OF TRANSACTION OR
PARTY INVOLVED DESCRIPTION OF ASSET PRICE PRICE RENTAL TRANSACTION ASSET DATE (LOSS)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
SINGLE TRANSACTIONS
Wells Fargo Bank, N.A. Shares of Money Market Fund $1,270,322 $1,270,322 $1,270,322 N/A
Wells Fargo Bank, N.A. Shares of Money Market Fund $1,270,322 1,270,322 1,270,322 None
Wells Fargo Bank, N.A. Shares of Money Market Fund 856,367 856,367 856,367 N/A
Wells Fargo Bank, N.A. Shares of Money Market Fund 1,075,477 1,075,477 1,075,477 N/A
Wells Fargo Bank, N.A. Shares of Money Market Fund 1,157,457 1,157,457 1,157,457 None
Charter One Financial, Charter One Financial, 1,157,457 1,157,457 N/A
Inc. Inc. Common Stock 1,157,457
982,513 982,513 N/A
Wells Fargo Bank, N.A. Shares of Asset Allocation
Fund 982,513
(Concluded)
</TABLE>
-13-
