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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [_]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
Hinsdale Financial Corporation
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(Name of Registrant as Specified In Its Charter)
TGF Investments, L.P.
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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TGF INVESTMENTS, L.P.
311 SOUTH WACKER DRIVE, SUITE 3000
CHICAGO, ILLINOIS 60606
PHONE: (312) 360-6501
______________________
PROXY STATEMENT
OF
TGF INVESTMENTS, L.P.
IN OPPOSITION OF THE PROPOSED MERGER
OF
HINSDALE FINANCIAL CORPORATION
AND
LIBERTY BANCORP, INC.
NOVEMBER 19, 1996
INTRODUCTION
This Proxy Statement is furnished by TGF Investments, L.P., a Delaware
limited partnership ("TGF Investments") in opposition to the proposed "merger of
equals" of Hinsdale Financial Corporation, and its principal subsidiary Hinsdale
Federal Bank for Savings ("Hinsdale Financial") with Liberty Bancorp, Inc., and
its principal subsidiary Liberty Federal Savings Bank ("Liberty") (hereinafter,
the "Merger"). This Proxy Statement is first being mailed to stockholders of
Hinsdale Financial on or about November 19, 1996.
The board of directors of Hinsdale Financial has called a Special Meeting
of Stockholders (the "Special Meeting") to be held at the Chicago Marriott
O'Hare, 8535 West Higgins Road, Chicago, Illinois on Tuesday, November 26, 1996
at 3:30 p.m. Chicago time. At the Special Meeting, holders of shares of
Hinsdale Financial Common Stock will vote on the following proposals
(hereinafter, the "Merger Proposals"): (i) the approval and adoption of a Merger
Agreement related to the Merger; and (ii) the approval and adoption of certain
amendments to the Hinsdale Financial Certificate of Incorporation to (a)
increase the total number of authorized shares of Hinsdale Financial Common
Stock to 11,000,000 (the "Share Amendment") and (b) change the name of Hinsdale
Financial, effective upon consummation of the Merger, to "Alliance Bancorp" (the
"Change of Name Amendment") (the "Share Amendment" and the "Change of Name
Amendment" are sometimes collectively referred to herein as the "Certificate
Amendments"). Each of the Merger Proposals may be adopted by the affirmative
vote of the holders of a majority of the outstanding shares of Hinsdale
Financial Common Stock.
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Holders of record of Hinsdale Financial Common Stock at the close of
business on October 14, 1996 are entitled to notice of and to vote at the
Special Meeting (the "Record Date"). According to the Hinsdale Proxy Statement
(as identified below), there were on the Record Date 2,695,085 shares of
Hinsdale Financial Common Stock entitled to be voted at the Special Meeting. On
the Record Date, TGF Investments and certain other participants in this
solicitation, as described below, were the beneficial owners of an aggregate of
80,000 shares of Hinsdale Financial Common Stock, which represents approximately
2.96% of the Hinsdale Financial Common Stock issued and outstanding.
TGF Investments is requesting each holder of Hinsdale Financial Common
Stock to support its solicitation in opposition of the proposed Merger. TGF
Investments urges you to vote AGAINST the Merger Proposals, including the
proposed Merger and the Certificate Amendments, by completing and executing the
enclosed BLUE Proxy Card in accordance with the instructions contained therein.
For a proxy to be effective, a holder of Hinsdale Financial Common Stock must
deliver his or her proxy at any time prior to the Special Meeting, or any
adjournment thereof. EVEN IF YOU HAVE PREVIOUSLY COMPLETED AND SUBMITTED A
WHITE PROXY CARD SOLICITED BY HINSDALE FINANCIAL THAT INDICATES THAT YOU ARE
VOTING AGAINST THE MERGER PROPOSALS, PLEASE SHOW US YOUR SUPPORT AND TAKE TIME
TO MARK, SIGN AND DATE THE ENCLOSED BLUE PROXY CARD AND RETURN IT IN THE
ENCLOSED ENVELOPE.
You may deliver your completed BLUE Proxy Card to:
TGF INVESTMENTS, L.P.
C/O MACKENZIE PARTNERS, INC.
156 FIFTH AVENUE
NEW YORK, NY 10010
A self-addressed, stamped envelope for the return of the BLUE Proxy Card has
been included.
IF YOU HAVE ANY QUESTIONS, PLEASE FEEL FREE TO CONTACT MACKENZIE PARTNERS,
INC., WHO IS ASSISTING TGF INVESTMENTS IN THIS MATTER, AT 1-800-322-2885
____________
ADDITIONAL INFORMATION CONCERNING THE PROPOSED MERGER.
Reference is hereby made to the Joint Proxy Statement/Prospectus of
Hinsdale Financial and Liberty dated October 17, 1996 (the "Hinsdale Proxy
Statement") which you should have received recently. The Hinsdale Proxy
Statement includes additional information regarding the Merger Proposals and the
proposed Merger. Certain factual information about the merging companies and the
related proposals is contained in this Proxy Statement. Holders of Hinsdale
Financial Common Stock are urged to read carefully the Hinsdale Proxy Statement,
though TGF Investments assumes no responsibility for the accuracy or
completeness of any information included therein or which has been included
herein based upon the Hinsdale Proxy statement.
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REASONS TO VOTE AGAINST THE PROPOSED MERGER.
Following careful review of the Hinsdale Financial Proxy Statement,
representatives of TGF Investments, knowledgeable about and experienced in bank
and thrift stock investments, have concluded that the merits of the proposed
"merger of equals" between Hinsdale Financial and Liberty are extremely modest
and are far outweighed by the deal's detriments. TGF Investments believes that
(i) the proposed Merger concedes to Liberty's shareholders a significant portion
of the franchise associated with Hinsdale's Suburban locations (ii) there are
strategic alternatives to enhance shareholder value that management should
instead explore, such as improvements in net interest margins, efficiency ratios
and return on assets, each of which trail peer group averages according to
Howe Barnes Investments, 1 and (iii) a sale for a premium makes much more
strategic sense given the sales prices comparable thrifts have commanded over
the past several years(see table below).
TGF Investments believes that the following recently announced sales of
Chicago suburban area thrift institutions such as Hinsdale are illustrative:
<TABLE>
<CAPTION>
Sales Price to
Tangible Book Value Ratio
Date Date --------------------------------------
THRIFT INSTITUTION Announced Completed Date Announced Date Completed
------------------ -------- --------- -------------- --------------
<S> <C> <C> <C> <C>
LGF Bancorp, Inc.
LaGrange, Illinois 10/12/93 04/29/94 167% 142%
Amerifed Financial Corporation
Joliet, Illinois 03/24/94 01/09/95 175% 161%
Deerbank Corp.
Deerfield, Illinois 01/09/95 07/01/95 194% 186%
AVERAGE 179% 163%
</TABLE>
Why should Hinsdale be worth any less than these? At just the average multiple
of book, HINSDALE WOULD BE WORTH OVER $36 PER SHARE (based on announcement date
ratios). This is far in excess of the value the market is now putting on a
combined Hinsdale/Liberty organization.
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/1/ Howe Barnes Investments Quarterly Bank and Thrift Report, September 1996,
at page 54.
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TGF Investments urges you to consider the following:
. The Merger proposal ignores any premium that should attach to the Hinsdale
franchise for its excellent suburban locations. Management is apparently of
the view that the Chicago city locations of Liberty are equal to Hinsdale's
suburban locations. We disagree. We believe Hinsdale's suburban locations
offer greater opportunities due to the relative affluence of the
communities served by those offices.
. The Merger proposal excludes the value of Hinsdale's pending goodwill
claim, even though management reported to shareholders last year that
Hinsdale Financial was seeking $48 million in damages, or $17.81 per share.
Hinsdale Financial's shareholders should not have to give up half of its
value and pass it to Liberty shareholders.
. Hinsdale Financial management secured a fairness opinion regarding the
exchange ratio. Although the form and content of this opinion is customary
for transactions of this type, the opinion, as with other such fairness
opinions, does not analyze whether the transaction is the most advantageous
alternative for Hinsdale's shareholders. As stated in the opinion: "This
opinion does not address the relative merits of the Merger and any other
potential transactions or business strategies ..."
There are others with significant holdings that have noticed the same
problems with the deal. See The Chicago Tribune article of August 8, 1996 where
an investor called the merger proposal "[O]ne of the worst deals I've ever seen
... It's horrible for Hinsdale shareholders. It's brilliant for Liberty ...
This is an example of a really bad deal, and every once in a while we need to
see one to remind everyone of the dangers." The Tribune reported Howe Barnes
Investment's view that Hinsdale would be worth "$30 in a takeout."/2/
Unfortunately, Hinsdale Financial management has already committed to the
deal with Liberty, entered into "Lock-ups," and contractually agreed to support
the deal. Under the circumstances, it is not realistic that management will
turn back. You can expect management will make every effort to get you to vote
their way. In making up your mind, however, consider that management's view is
influenced by the fact that it gets to stay in office with the proposed "merger
of equals," but has no assurance of that in pursuing a sale transaction.
INFORMATION ABOUT TGF INVESTMENTS AND OTHER PARTICIPANTS.
TGF Investments is the beneficial owner of 25,000 shares of Hinsdale
Financial. TGF Investments is a Delaware limited partnership formed for the
purpose of making various investments on behalf of Thomas G. Fitzgerald and
certain family members of Mr. Fitzgerald. Mr. Fitzgerald is the sole general
partner of the partnership and holds a one third limited partnership interest.
The balance of the limited partnership interests are held in trusts for the
benefit of Mr. Fitzgerald's children. As general partner, Mr. Fitzgerald holds
sole voting and dispositive power over its investments, including the shares of
Hinsdale Financial Common Stock owned by such partnership.
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/2/ August 8, 1996, by John Schmeltzer, Chicago Tribune. Permission to quote
was neither sought nor obtained.
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Otis Road Investments, L.P., a Delaware limited partnership ("Otis Road
Investments"), has agreed to share with TGF Investments the costs incurred by it
in connection with this solicitation. Otis Road Investments was formed for the
purpose of making various investments on behalf of James G. Fitzgerald and
certain of his family members. James G. Fitzgerald is a brother of Thomas G.
Fitzgerald. Mr. James Fitzgerald controls the sole corporate general partner of
Otis Road Investments and holds a 49.5% limited partnership interest. The
balance of the limited partnership interests are held in trusts for the benefit
of Mr. James Fitzgerald's children. Otis Road Investments is the beneficial
owner of 55,000 shares of Hinsdale Financial. As sole shareholder of the
corporate general partner of Otis Road Investments, Mr. James Fitzgerald holds
sole voting and dispositive power over its investments, including the shares of
Hinsdale Financial Common Stock owned by such partnership.
GENERAL INFORMATION ABOUT SOLICITATION OF PROXIES.
General.
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The affirmative vote of the holders of a majority of the outstanding shares
of Hinsdale Financial Common Stock is required for approval and adoption of each
of the Merger Proposals, including the proposed Merger. The adoption of the
Merger Agreement is conditioned upon approval of the Certificate Amendments and
the adoption of the Certificate Amendments is conditioned upon approval of the
Merger Agreement.
The grant of a proxy on the enclosed form does not preclude a stockholder
from voting in person. A stockholder may revoke a proxy at any time prior to
the exercise by filing with the Secretary of Hinsdale Financial a duly executed
revocation of proxy, by submitting a duly executed proxy bearing a later date or
by appearing at the Special Meeting and voting in person at such meeting.
Attendance at the Special Meeting will not in and of itself constitute the
revocation of a proxy. Moreover, if you are a stockholder whose shares are not
registered in your own name, you will need appropriate documentation from your
record holder to vote personally at the Special Meeting.
According to the Hinsdale Proxy Statement, as of the Record Date, directors
and officers of Hinsdale Financial and their affiliates were beneficial owners
of 173,993 shares (excluding shares underlying stock options), or 6.5% of the
then outstanding shares, of Hinsdale Financial Common Stock. The Directors of
Hinsdale Financial have entered into voting agreements with Liberty Bancorp
whereby such Directors have agreed to vote or cause to be voted the shares of
Hinsdale Financial Common Stock owned by them (109,183 shares in aggregate), for
approval and adoption of the proposed Merger.
Solicitation of Proxies
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Solicitation of proxies hereby will be made by TGF Investments and certain
of its employees or agents. Brokers, custodians, nominees and fiduciaries will
be requested to forward solicitation
5
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material to the beneficial owners of the Hinsdale Financial Common Stock.
Proxies will be solicited by mail, telephone, telegraph, facsimile or other
electronic means and in person. No such persons will receive compensation for
such solicitations. In addition, TGF Investments has retained MacKenzie
Partners, Inc. for consulting services and to assist the solicitation of
proxies. MacKenzie Partners will be paid a fee estimated not to exceed $25,000,
will be reimbursed for certain reasonable out-of-pocket expenses and may be
indemnified against certain liabilities and expenses in connection with the
solicitation. Otis Road Investments has agreed to share with TGF Investments the
costs incurred by it in connection with this solicitation. See "Information
about TGF Investments and Other Participants".
The cost of the solicitation will be borne initially by TGF Investments and
Otis Road Investments, though TGF Investments and Otis Road Investments may seek
reimbursement of the costs of this solicitation from Hinsdale Financial to the
extent legally permissible in the event the Merger is not approved by Hinsdale
Financial stockholders and a financially superior deal is consummated by
Hinsdale Financial within the next two years. The question of Hinsdale
Financial's reimbursement of such expenses is not currently being submitted to a
vote of stockholders.
Enclosed with this Proxy Statement is a BLUE Proxy Card. Each Hinsdale
Financial stockholder, whether voting in person or by proxy, may either vote
"for," "against" or "abstain" as to each of the proposals set forth therein.
The failure to return a proxy card or returning one with an "abstain" vote has
the effect of, and is equivalent to, a vote against the proposed Merger. In
addition, broker non-votes (i.e. shares not voted on a specific proposal by
record holders due to the absence of specific voting instructions from the
beneficial owner of the shares) have the effect, and are equivalent to, votes
against the proposal. THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO
INSTRUCTIONS ARE SPECIFIED, THIS PROXY WILL BE VOTED AGAINST THE PROPOSITIONS
STATED. IF ANY OTHER BUSINESS IS PRESENTED AT THE SPECIAL MEETING, THIS PROXY
WILL BE VOTED BY THE PROXY HOLDERS IN THEIR BEST JUDGMENT.
WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING AND NO MATTER HOW FEW
SHARES OF HINSDALE FINANCIAL COMMON STOCK YOU OWN, WE URGE YOU TO SUPPORT US IN
OUR ATTEMPT TO DEFEAT THE PROPOSED MERGER. PLEASE SIGN, DATE AND MAIL THE FULLY
COMPLETED BLUE PROXY CARD IN THE ENCLOSED POSTAGE PAID ENVELOPE. PLEASE VOTE
AGAINST THE PROPOSED MERGER AND THE RELATED MERGER PROPOSALS.
_____________
EVEN IF YOU HAVE PREVIOUSLY COMPLETED AND SUBMITTED A WHITE PROXY CARD
SOLICITED BY HINSDALE FINANCIAL THAT INDICATES THAT YOU ARE VOTING AGAINST THE
MERGER PROPOSALS, PLEASE SHOW US YOUR SUPPORT AND TAKE TIME TO MARK, SIGN AND
DATE THE ENCLOSED BLUE PROXY CARD AND RETURN IT IN THE ENCLOSED ENVELOPE.
6
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PROXY BLUE PROXY BLUE PROXY
SOLICITED ON BY AND ON BEHALF OF
TGF INVESTMENTS, L.P.
FOR A SPECIAL MEETING OF STOCKHOLDERS OF
HINSDALE FINANCIAL CORPORATION
TO BE HELD ON NOVEMBER 26, 1996.
The undersigned stockholder of Hinsdale Financial Corporation ("Hinsdale
Financial") hereby appoints Daniel H. Burch, Thomas G. Fitzgerald and Amory
Cummings, with full powers of substitution, as attorneys-in-fact and agents for
and in the name of the undersigned, to vote all shares of Common Stock which the
undersigned may be entitled to vote at the Special Meeting of Stockholders of
Hinsdale Financial Corporation to be held on Tuesday, November 26, 1996, at the
Chicago Marriott O'Hare, 8535 West Higgins Road, Chicago, Illinois, at 3:30
p.m., Chicago time, and at any and all adjournments thereof, as follows:
(1) The approval of the Agreement and Plan of Merger (the "Merger
Agreement"), dated as of August 2, 1996, by and between Hinsdale
Financial and Liberty Bancorp, Inc. ("Liberty Bancorp") and the
transactions contemplated thereby, including the merger of Liberty
Bancorp into Hinsdale Financial, pursuant to which each outstanding
share of Liberty Bancorp Common Stock would be converted into 1.054
shares of Hinsdale Financial (to be called "Alliance Bancorp"
following the Merger) Common Stock (with cash paid in lieu of
fractional share interests), and the merger of Liberty Federal
Savings Bank into Hinsdale Federal Bank for Savings, to operate under
the name "Liberty Federal Bank."
(2) The approval of an amendment to Hinsdale Financial's Certificate of
Incorporation (the "Hinsdale Financial Certificate") to increase the
total number of authorized shares of Common Stock to 11,000,000.
(3) The approval of an amendment to the Hinsdale Financial Certificate to
change the name of the Corporation, effective upon consummation of
the Merger, to "Alliance Bancorp."
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED,
THIS PROXY WILL BE VOTED AGAINST THE PROPOSITIONS STATED. IF ANY OTHER BUSINESS
IS PRESENTED AT THE MEETING, THIS PROXY WILL BE VOTED BY THE PROXY HOLDERS IN
THEIR BEST JUDGMENT.
PLEASE VOTE, DATE AND SIGN ON THE REVERSE SIDE
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HINSDALE FINANCIAL CORPORATION
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY.
[DARKENED O APPEARS HERE]
1. Approval of the Agreement and Plan of Merger by and between Hinsdale
Financial Corporation and Liberty Bancorp, Inc.
FOR AGAINST ABSTAIN
[__] [__] [__]
2. Approval of the amendment to Hinsdale Financial's Certificate of
Incorporation to change the name of the Corporation, effective upon
consummation of the Merger, to "Alliance Bancorp"
FOR AGAINST ABSTAIN
[__] [__] [__]
3. Approval of the amendment to Hinsdale Financial's Certificate of
Incorporation to increase the total number of authorized shares of common
stock to 11,000,000
FOR AGAINST ABSTAIN
[__] [__] [__]
Votes will be cast in accordance with the Proxy. Should the undersigned be
present and elect to vote at the Special Meeting or adjournment thereof and
after notification to the Secretary of Hinsdale Financial at said meeting of the
stockholder's decision to terminate this Proxy, then the power of said attorney-
in-fact or agents shall be deemed terminated and of no further force and effect.
Date: _____________________, 1996
Signature______________________________________________________________________
NOTE: ONLY ONE SIGNATURE IS REQUIRED IN THE CASE OF JOINT OWNERSHIP.
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED
ENVELOPE.
