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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
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Hinsdale Financial Corporation
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(Name of Registrant as Specified In Its Charter)
TGF Investments, L.P.
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(Letterhead for TGF Investments, L.P.)
November 29, 1996
Dear Hinsdale Financial Shareholder:
Enclosed please find a copy of our press release issued after the Hinsdale
Financial shareholder meeting at which the proposed merger with Liberty Bancorp
failed to receive shareholder approval.
I thank all of you who joined with us to vote AGAINST the merger. In an effort
to save this "non-premium" deal, management adjourned the shareholders meeting
until December 11, 1996 "to keep the polls open" so it could continue to solicit
votes from those who either voted against or didn't vote at all. We must once
again give clear direction to management: TOO MANY HINSDALE SHAREHOLDERS OPPOSE
A MERGER WITH LIBERTY TO PURSUE IT ANY FURTHER!
Shareholders should consider the recent movement upwards in Hinsdale's share
price. On November 6, 1996, the day before we announced opposition to the
merger, Hinsdale closed at $23.75. The day after the shareholder meeting, the
stock closed at $26 up $1 per share for the day. You will want to contrast
Hinsdale's stock price gains with Liberty's poor stock price performance over
the past three years:
<TABLE>
<CAPTION>
Date Liberty Closing Price Hinsdale Closing Price
---- --------------------- ----------------------
<S> <C> <C> <C>
11/30/93 $25.50 $17.09
11/30/94 $23.75 $17.20
11/30/95 $26.75 $21.63
11/30/96 $23.88 $26.00
</TABLE>
Liberty's stock has gone backwards, depreciating - 6% over the past three years.
Management of Hinsdale has failed to answer satisfactorily why we would ever
want to combine with such an underperforming company like Liberty. You deserve
a premium for your shares from a financial institution prepared to pay a fair
price for Hinsdale franchise and excellent branch locations.
Since only a latest dated proxy will be counted, we ask all shareholders to
please sign and date the proxy card and return it promptly in the envelope
provided. If you already voted against the merger, you can reconfirm your vote
on the enclosed duplicate proxy. If you have questions, please feel free to
call MacKenzie Partners, Inc., who is assisting us in getting this message out
to our fellow shareholders, at 1-800-322-2885.
Sincerely,
Thomas G. Fitzgerald
Managing Partner
<PAGE>
Copyright 1996 Business Wire, Inc.
Business Wire
November 27, 1996, Wednesday
DISTRIBUTION: Business Editors
LENGTH: 417 words
HEADLINE: TGF Investments claims first round victory as Hinsdale Financial
shareholders reject merger with Liberty Bancorp
DATELINE: CHICAGO
BODY:
Nov. 27, 1996--Hinsdale Financial Corp. (NASDAQ:HNFC) adjourned their
special meeting of shareholders after failing to receive the required majority
of outstanding shares necessary to support its proposed merger with Liberty
Bancorp (NASDAQ:LBCI).
TGF Investments L.P., which has been recommending that shareholders vote
against the merger as not being in their best interests, scored a "first round"
victory yesterday in blocking the merger.
Thomas G. Fitzgerald, managing partner of TGF stated that, "We are pleased
that many Hinsdale shareholders agreed with our opinion that this proposed
merger is not in the best financial interests of Hinsdale shareholders. Failure
to get the required vote in favor of the merger from shareholders speaks for
itself." Fitzgerald went on to say, "I want to thank those shareholders who
supported our position and to reaffirm our commitment to oppose this merger.
Management should now pursue other avenues that will realize more value for
Hinsdale shareholders."
TGF encouraged by the result of yesterday's meeting also stated, "According
to our estimate 1.2 million shares or about 44% of the shares entitled to vote
at the meeting, subject to later dated revocations, voted to reject the proposed
merger. We will continue to urge shareholders to vote down this merger," further
stating, "We believe the transaction does not properly value the Hinsdale
franchise and falsely equates Liberty's Chicago city locations to the superior
Hinsdale suburban locations. It also appears to us that the Hinsdale goodwill
claim of $48 million, or $17.81 per share, has not been properly factored into
the merger equation." TGF further recommends that Hinsdale shareholders should
not be strong-armed by the Hinsdale management into putting Hinsdale together
with an "ill-fitting merger partner."
The meeting has been adjourned until Dec. 11, 1996 by Hinsdale management
due to lack of support for the proposed merger.
TGF Investments L.P. is a private investment firm specializing in bank and
thrift stock investments.
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CONTACT: TGF Investments
Thomas G. Fitzgerald, 312/360-6501
or
MacKenzie Partners Inc.
Larry Dennedy/Simon Coope, 212/929-5500
LANGUAGE: ENGLISH
LOAD-DATE: November 28, 1996
