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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)
October 3, 1997
CHARTER ONE FINANCIAL, INC.
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(Exact name of Registrant as specified in its Charter)
Delaware 0-16311 34-1567092
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(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification
incorporation) No.)
1215 Superior Avenue, Cleveland, Ohio 44114
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (216) 566-5300
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N/A
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(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets
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On October 3, 1997, Charter One Financial, Inc. ("Charter One") issued
the press release included as Exhibit 99 to this report and incorporated by
reference herein, announcing the consummation of its merger with RCSB
Financial, Inc. ("RCSB"), which included the merger of Charter One Bank,
F.S.B. ("Charter One Bank"), a wholly owned subsidiary of Charter One, with
Rochester Community Savings Bank ("Rochester"), a wholly owned subsidiary of
RCSB. The Merger was consummated pursuant to an Agreement and Plan of Merger
and Reorganization(the "Merger Agreement") dated as of May 21, 1997. Upon the
Merger, each share of common stock, $1.00 par value, of RCSB (the "RCSB Common
Stock") was converted into the right to receive .91 shares of common stock,
$0.01 par value, of Charter One ("Charter One Common Stock"). The Merger
Agreement was included as Exhibit 2 to Charter One's Current Report on Form 8-
K for the event on May 21, 1997, and is incorporated herein by reference.
In the Merger, the assets and liabilities of RCSB became part of Charter-
Michigan Bancorp, Inc., a Michigan corporation and first-tier, wholly owned
subsidiary of Charter One and the assets and liabilities of Rochester became
part of Charter One Bank. Charter One intends to integrate the operations of
RCSB into its existing operations and continue to maintain the business and
physical assets of RCSB, subject to the needs of Charter One. Based on the
14,841,483 shares of RCSB Common Stock outstanding as of October 3, 1997,
Charter One will issue 13,504,176 shares of Charter One Common Stock in
connection with the Merger, for total consideration (based on the $63.25 per
share closing price of Charter One Common Stock on the Nasdaq National Market
on October 3, 1997) of $854.1 million. In addition, Charter One will pay
approximately $98,149 in cash in lieu of fractional shares.
The foregoing information does not purport to be complete and is
qualified in its entirety by reference to the Exhibits to this Report.
Item 5. Other Events
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Special Meeting of Stockholders. On October 3, 1997, Charter One held a
Special Meeting of Stockholders (the "Meeting") to consider and vote upon the
Merger and an amendment to its Second Restated Certificate of Incorporation
(the "Charter One Certificate"). The following is a record of the voting on
the matters considered at the Meeting:
(1) The proposal to adopt the Merger Agreement.
For Against Abstain Broker Non-Votes
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39,571,631 108,970 135,297 2,510,372
(2) The proposal to adopt an amendment to ARTICLE SEVENTH of the
Charter One Certificate to authorize the number of directors on the Charter
One Board to be fixed by, or in the manner provided in, the Charter One Bylaws
(the "Amendment").
For Against Abstain Broker Non-Votes
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41,635,229 520,434 170,606 -0-
Item 7. Financial Statements and Exhibits
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(a) Financial statements of businesses acquired.
The Consolidated Financial Statements, and the notes thereto, of RCSB
(Commission File No. 0-17709) are contained in RCSB's Annual Report on Form
10-K for the fiscal year ended November 30, 1996 and its Quarterly Reports on
Form 10-Q for the quarterly periods ended February 28, 1997 and May 31, 1997
which were previously filed with the Securities and Exchange Commission (the
"Commission") in a Registration Statement on Form S-4 (Commission File No.
333-33259), declared effective by the Commission on August 12, 1997.
(b) Pro forma financial information.
The Unaudited Pro Forma Combined Financial Statements of Charter One
and RCSB were contained in the Joint Proxy Statement/Prospectus filed with
Charter One's Registration Statement on Form S-4 (Commission File No. 333-
33259) declared effective by the Commission on August 12, 1997.
(c) Exhibits.
The Exhibits listed on the accompanying Exhibit Index are filed as
part of this Report and are incorporated herein by reference.
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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 thereunto duly authorized.
CHARTER ONE FINANCIAL, INC.
Date: October 17, 1997 By: /s/ Charles John Koch
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Charles John Koch
President and Chief Executive
Officer
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EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
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2. Agreement and Plan of Merger and Reorganization, dated as of May
21, 1997, by and between Charter One, Charter-Michigan Bancorp,
Inc., Charter One Bank, RCSB and Rochester (previously filed with
Charter One's Current Report on Form 8-K for the event on May 21,
1997, and incorporated herein by reference).
99. Press Release of Charter One, dated October 3, 1997.
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Exhibit 99
CONTACTS FROM CHARTER ONE CONTACT FROM RCSB
INVESTORS- Ellen Batkie (800) 262-6301 Richard Dye (716) 423-7363
MEDIA- William Dupuy (216) 566-5311
CHARTER ONE\RCSB MERGER COMPLETED
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CLEVELAND, Ohio, October 3, 1997 - Charter One Financial, Inc. (NASDAQ:COFI)
and RCSB Financial, Inc.(NASDAQ: RCSB) announced today that the shareholders
of each company approved the merger earlier today and that the merger of the
two companies has been completed. At the close of business today, each share
of RCSB common stock will be exchanged for .91 shares of Charter One common
stock, increasing the number of Charter One's outstanding shares to
approximately 60.6 million. Cash will be paid in lieu of any fractional share
interests at the rate of $62.375 per share, the closing price of Charter One's
common stock on October 2, 1997.
Charter One's principal subsidiary, Charter One Bank, now has nearly $19
billion in total assets and 221 branch locations: 101 in Ohio operating under
the name Charter One Bank, 81 in Michigan operation under the name First
Federal of Michigan and 39 in Western New York operating under the name
Rochester Community Savings Bank.
