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)
November 30, 1998
CHARTER ONE FINANCIAL, INC.
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(Exact name of Registrant as specified in its Charter)
Delaware 0-16311 34-1567092
(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
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
On November 30, 1998, 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 (the "Merger")
with ALBANK Financial Corporation ("ALBANK"), which included the merger of
Charter One Bank, F.S.B. ("Charter One Bank"), a wholly owned subsidiary of
Charter One, with ALBANK, FSB ("ALBANK Bank"), a wholly owned subsidiary of
ALBANK. The Merger was consummated pursuant to an Agreement and Plan of
Merger(the "Merger Agreement") dated as of June 15, 1998. Upon the Merger, each
share of common stock, $0.01 par value, of ALBANK was converted into the right
to receive 2.268 shares of common stock, $0.01 par value, of Charter One
("Charter One Common Stock"). The Merger Agreement was included as Exhibit 2.1
to Charter One's Current Report on Form 8-K for the event on June 15, 1998, and
is incorporated herein by reference.
In the Merger, the assets and liabilities of ALBANK 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 ALBANK Bank
became part of Charter One Bank. Charter One intends to integrate the operations
of ALBANK into its existing operations and continue to maintain the business and
physical assets of ALBANK, subject to the needs of Charter One.
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
Special Meeting of Stockholders. On November 13, 1998, Charter One held
a Special Meeting of Stockholders (the "Meeting") to consider and vote upon the
issuance of the shares of Charter One Common Stock required in connection with
the Merger, an amendment to its Second Restated Certificate of Incorporation
(the "Charter One Certificate"), and the Charter
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One Top Executive Incentive Goal Achievement Plan (the "TEIGAP"). The following
is a record of the voting on the matters considered at the Meeting:
(1) The proposal to issue the shares required for the
Merger.
For Against Abstain Broker Non-Votes
95,423,545 1,109,715 386,460 12,825,424
(2) The proposal to adopt an amendment to ARTICLE FOURTH of the
Charter One Certificate to increase the number of authorized
shares of Charter One Common Stock from 180,000,000 to
360,000,000 shares.
For Against Abstain Broker Non-Votes
105,537,485 3,874,902 332,758 0
(3) The proposal to approve the TEIGAP.
For Against Abstain Broker Non-Votes
105,032,326 3,962,276 750,543 0
In October of 1998, Charter One acquired CS Financial Corporation ("CS
Financial") through a merger which was accounted for as a pooling of interests.
For the 30 days ended November 30, 1998, the combined operations of Charter One
and CS Financial produced interest income of $121.5 million, other income of
$14.8 million and net income of $22.8 million, inclusive of transaction-related
charges recorded in the month.
Item 7. Financial Statements and Exhibits
(a) Financial statements of businesses acquired.
The Consolidated Financial Statements, and the notes
thereto, of ALBANK (Commission File No. 0-19843) are
contained in ALBANK's Annual Report on Form 10-K for the
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fiscal year ended December 30, 1997 and its Quarterly Reports on Form
10-Q for the quarterly periods ended March 31, June 30 and September
30, 1998, and are incorporated by reference in Charter One's
Registration Statement (the "Registration Statement") on Form S-4 (File
No. 333-65137) declared effective by the Securities and Exchange
Commission (the "Commission") on October 1, 1998.
(b) Pro forma financial information.
The Unaudited Pro Forma Combined Financial Statements of
Charter One and ALBANK were contained in the Joint Proxy
Statement/Prospectus filed with the Registration Statement.
(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: December __, 1998 By: /s/ Robert J. Vana
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Robert J. Vana
Chief Corporate Counsel and
Corporate Secretary
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EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
2. Agreement and Plan of Merger, dated as of June 15, 1998, by
and between Charter One, Charter-Michigan Bancorp, Inc. and
ALBANK (previously filed with Charter One's Current Report on
Form 8-K for the event on June 15, 1998, and incorporated
herein by reference).
99. Press Release of Charter One, dated November 30, 1998.
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Exhibit 99
PRESS RELEASE
CHARTER ONE/ALBANK FINANCIAL MERGER COMPLETED
CLEVELAND, Ohio, November 30, 1998 -- Charter One Financial, Inc. NASDAQ:COFI)
and ALBANK Financial Corporation (NASDAQ:ALBK) announced that the merger of the
two companies will be consummated as of the close of business today, November
30, 1998. As of September 30, 1998, ALBANK Financial had $4.2 billion in assets
and $3.5 billion in deposits.
Under terms of the merger, each ALBANK shareholder will receive 2.268 shares of
Charter One common stock for each share of ALBANK Financial common stock.
Approximately 33 million shares of Charter One common stock will be issued in
conjunction with the merger, increasing the number of Charter One's outstanding
shares to approximately 167.7 million. Cash will be paid in lieu of any
fractional shares at the rate of $29.75 per share (the closing price of Charter
One's common stock on November 27, 1998).
Following the merger, Charter One will be among the five largest thrift
institutions in the country, with over $24 billion in assets and nearly 340
retail branch offices in Ohio, Michigan, western and upstate New York, Vermont
and Massachusetts. Additionally, Charter One Mortgage Corporation, the Bank's
mortgage banking subsidiary, operates 37 loan production offices across 13
states, and Charter One Auto Finance, the Bank's indirect auto finance
subsidiary, generates loans in seven states.
The Company's press releases are available by telefax at no charge by calling PR
Newswire Fax On Demand. To retrieve a specific press release, call: (800)
758-5804 and reference account 313075. Additional information may be found at
the Company's web site: www.charterone.com.
