CHARTER ONE FINANCIAL INC
8-K, 1996-05-29
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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<PAGE>   1
                       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):  MAY 15, 1996



                           CHARTER ONE FINANCIAL, INC.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


        Delaware                  0-16311         34-1567092
- ----------------------------   -------------   ---------------------
(State or other jurisdiction   (Commission     (IRS Employer
      of incorporation)         File Number)    Identification No.)


1215 Superior Avenue     Cleveland, Ohio                   44114
- --------------------------------------------------------------------------------
(Address of principal executive offices)                (Zip code)



Registrant's telephone number, including area code:  (216) 566-5300
                                                     --------------


                                 Not Applicable
- --------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)




                             Exhibit Index on Page 2
                                Page 1 of 4 Pages


<PAGE>   2

Item 5.  Other Events
- -------  ------------

         On May 15, 1996, the Registrant announced that it was commencing an
open-market stock repurchase program to purchase up to 5% of the shares of
Registrant's outstanding common stock. For further information, reference is
made to the Registrant's press release dated May 15, 1996, which is attached
hereto as Exhibit 99.1, and incorporated herein by reference.

Item 7.  Financial Statements, Pro Forma Financial Information
- -------  -----------------------------------------------------
         and Exhibits
         ------------

         The following is a list of exhibits filed with this Current Report on
Form 8-K indexed to their location in the sequentially numbered copy.

         Exhibit No.     Description                         Page No.
         -----------     -----------                         --------

            99.1         Press Release,                      4 of 4
                         dated May 15, 1996


                                Page 2 of 4 Pages


<PAGE>   3




                                    SIGNATURE


         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.

                                  CHARTER ONE FINANCIAL, INC.


                                  By: /s/ ROBERT J. VANA
                                     ------------------------------------
                                      Robert J. Vana
                                      Secretary


Date:  May 29, 1996




                                Page 3 of 4 Pages



<PAGE>   1

                                                                    EXHIBIT 99.1



<PAGE>   2
[LOGO] CHARTER ONE FINANCIAL, INC.(R)                               NEWS RELEASE
       1215 Superior Avenue
       Cleveland, Ohio 44114
       (216) 566-5300


For Immediate Release
- ---------------------

INVESTOR CONTACT:  Ellen Batkie (800) 262-6301
MEDIA CONTACT:     William Dupuy (216) 566-5311

                   CHARTER ONE ANNOUNCES 5% STOCK REPURCHASE

         CLEVELAND, May 15, 1996 -- The Board of Directors of Charter One
Financial, Inc. (Nasdaq-NNM: COFI) today voted to authorize management to
repurchase up to 5% of the company's outstanding common stock in a buy back
program. The company currently has 45,099,654 common shares outstanding and
holds 118,395 additional shares in treasury.

         Repurchases could be made at any time and in any amount. Any shares
repurchased under the authorization would be held as treasury stock and would be
available for issuance upon the exercise of outstanding stock options or for
other corporate purposes. Any repurchased generally would be on the open market,
although privately negotiated transactions are also possible. Whether or not the
company actually repurchases shares will be dependent on the market conditions
and the availability of shares, and there is no guarantee as to the exact number
of shares that might eventually be repurchased.

         In November 1994, Charter One announced its initial plan to repurchase
up to 5% of its common stock, or approximately 1.2 million shares, in the open
market. As of this date, the company has repurchased 1,107,100 shares and
expects to complete the previous authorization in the near future.

         "We believe that common share repurchase continues to be an important
component of our capital management and provides an effective means to enhance
shareholder value," stated Charles John Koch, Charter One chairman and chief
executive officer. "In addition, given our strong capital position, a 5% common
share repurchase should not limit our future strategic growth alternatives."

         Charter One Financial, Inc. is the holding company for Charter One
Bank, F.S.B. With $13 billion in total assets, Charter One Bank is one of the
largest thrifts in the country. The Bank has 155 branch locations: 94 branches
in Ohio operating under the name Charter One Bank and 61 branches in Michigan
operating under the name First Federal of Michigan.


                                   ###

                 Holding Company of Charter One(R) Bank, F.S.B.


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