CHARTER ONE FINANCIAL INC
8-K, 1999-10-28
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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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 20, 1999
                                                        ----------------


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


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

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


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

                                       N/A
- --------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)


<PAGE>


Item 5.   Other Events.

     On October 20, 1999, the Board of Directors of Charter One Financial,  Inc.
(the  "Company")   approved  an  amendment  and  restatement  of  the  Company's
stockholder  rights  plan,  extending  the plan that was adopted in 1989 and was
scheduled to expire on November 20, 1999.  The primary  purpose of the amendment
was to extend the expiration  date of the rights plan to October 20, 2009 and to
adjust the exercise price to $100 per right.

     Terms of the  amended  plan  are  contained  in the  Amended  and  Restated
Stockholder  Protection  Rights Agreement,  dated October 20, 1999,  between the
Company and  BankBoston,  N.A., as rights agent.  This agreement is described in
and filed as an exhibit to the  Company's  Registration  Statement on Form 8-A/A
filed with the Securities and Exchange Commission on October 28, 1999.


<PAGE>


                                   SIGNATURES


     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.




Date:  October 28, 1999                 By:    /s/ Robert J. Vana
      ------------------                   --------------------------------
                                            Robert J. Vana
                                            Chief Corporate Counsel and
                                              Secretary



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