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 1, 1999
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 No.)
incorporation)
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
On October 1, 1999, Charter One Financial, Inc. ("Charter One") issued the
press release included as Exhibit 99.1 to this report and incorporated by
reference herein, announcing the consummation of its merger (the "Merger") with
St. Paul Bancorp, Inc. ("St. Paul"), which included the merger of Charter One
Bank, F.S.B. ("Charter One Bank"), a wholly owned subsidiary of Charter One,
with St. Paul Federal Bank for Savings ("St. Paul Bank"), a wholly owned
subsidiary of St. Paul. The Merger was consummated pursuant to an Agreement and
Plan of Merger(the "Merger Agreement") dated as of May 17, 1999. Upon the
Merger, each share of common stock, $0.01 par value, of St. Paul was converted
into the right to receive .99225 shares of common stock, $0.01 par value, of
Charter One ("Charter One Common Stock"). No fractional shares were issued. Cash
was paid in lieu of issuing any fractional share interest.
Charter One's Registration Statement on Form S-4 (File No. 333-85207) (the
"Registration Statement"), sets forth information regarding the Merger including
the effective time and manner of the Merger, a description of the assets
involved, the nature and amount of consideration paid, the method used for
determining the amount of such consideration, the nature of any material
relationships, the nature of St. Paul's business and Charter One's intended use
of the assets acquired in the Merger.
Item 5. OTHER EVENTS
SPECIAL MEETING OF STOCKHOLDERS. On September 30, 1999, Charter One issued
the press release included as Exhibit 99.2 to this report and incorporated by
reference herein, announcing the approval of the issuance of shares of Charter
One Common Stock required in connection with the Merger by its stockholders at a
Special Meeting of Stockholders held on September 30, 1999. The following is a
record of the vote to issue the shares required for the Merger:
FOR AGAINST ABSTAIN BROKER NON-VOTES
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126,063,235 931,567 334,533 0
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Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of businesses acquired.
The Consolidated Financial Statements, and the notes thereto, of St.
Paul (Commission File No. 0-15580) are contained in St. Paul's Annual
Report on Form 10-K for the fiscal year ended December 30, 1998 and its
Quarterly Reports on Form 10-Q for the quarterly periods ended March 31 and
June 30, 1998, and are incorporated by reference herein.
(b) Pro forma financial information.
The Unaudited Pro Forma Combined Financial Statements of Charter One
and St. Paul are contained on pages 57 through 64 of the Registration
Statement and are incorporated herein by reference.
(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 15, 1999 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
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Grant Thornton LLP.
99.1 Press Release of Charter One, dated October 1, 1999.
99.2 Press Release of Charter One, dated September 30, 1999.
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Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in Registration Statements (Form
S-8 Nos. 33-23805, 33-61273, 333-33259, 333-42823, 333- 33169, 333-70007,
333-65137, 333-67431 and 333-85207) of Charter One Financial, Inc. of our report
dated January 28, 1999, with respect to the consolidated financial statements of
St. Paul Bancorp, Inc. incorporated by reference to its Annual Report (Form
10-K) for the year ended December 31, 1998, filed with the Exchange Commission.
/s/Ernst & Young LLP
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Ernst & Young LLP
Chicago, Illinois
October 12, 1999
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Exhibit 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated January 23, 1998, except for Note 18 as to which
the date is March 15, 1998, on the consolidated financial statements of Beverly
Bancorporation, Inc. and Subsidiaries (not presented separately) as of December
31, 1997 and for each of the two years in the period ended December 31, 1997,
included in the Annual Report on Form 10-K of St. Paul Bancorp, Inc. for the
year ended December 31, 1998. We hereby consent to the incorporation by
reference of the aforementioned report in the Registration Statement Nos.
33-23805, 33-61273, 333-33259, 333-42823, 333-33169, 333-70007, 333-65137,
333-67431 and 333-85207 of Charter One Financial, Inc. on Forms S-8.
/s/ Grant Thornton
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Grant Thornton LLP
Chicago, Illinois
October 12, 1999
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Exhibit 99.1
PRESS RELEASE
CHARTER ONE/ST. PAUL BANCORP, INC. MERGER COMPLETED
CLEVELAND, Ohio, October 1, 1999 -- Charter One Financial, Inc. (NASDAQ:COFI)
and St. Paul Bancorp, Inc. (NASDAQ:SPBC) announced today that the merger of the
two companies has been completed and is effective as of the close of business
today. Each share of St. Paul common stock will be exchanged for .99225 shares
of Charter One common stock, increasing the number of Charter One's outstanding
shares to approximately 212 million. Cash will be paid in lieu of any fractional
share interests at the rate of $23.125, the closing price of Charter One's
common stock on September 30, 1999.
Following the merger, Charter One will be among the 30 largest publicly traded
bank holding companies, with approximately $31 billion in assets and more than
400 retail branch offices in Ohio, Michigan, western and upstate New York,
Illinois, Vermont and Massachusetts. Additionally, Charter One Mortgage
Corporation, the Bank's mortgage banking subsidiary, operates 40 loan production
offices across 12 states, and Charter One Auto Finance, the Bank's indirect auto
finance subsidiary, generates loans in nine states.
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Exhibit 99.2
PRESS RELEASE
CHARTER ONE/ST. PAUL MERGER APPROVED BY SHAREHOLDERS
CLEVELAND, Ohio, September 30, 1999 -- Charter One Financial, Inc. (NASDAQ:COFI)
and St. Paul Bancorp, Inc. (NASDAQ:SPBC) announced today that the shareholders
of each company approved the merger earlier today and that the merger is
scheduled to be effective as of the close of business tomorrow, October 1, 1999.
At the close of business tomorrow, each share of St. Paul common stock will be
exchanged for .99225 shares of Charter One common stock, increasing the number
of Charter One's outstanding shares to approximately 212 million (including
shares being issued today in conjunction with Charter One's 5% stock dividend).
Cash will be paid in lieu of any fractional share interests using the closing
price of Charter One's common stock today, September 30, 1999.
Following the merger, Charter One will be among the 30 largest publicly traded
bank holding companies, with approximately $31 billion in assets and more than
400 retail branch offices in Ohio, Michigan, western and upstate New York,
Illinois, Vermont and Massachusetts. Additionally, Charter One Mortgage
Corporation, the Bank's mortgage banking subsidiary, operates 40 loan production
offices across 12 states, and Charter One Auto Finance, the Bank's indirect auto
finance subsidiary, generates loans in nine states.
