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):
December 16, 1997
Alliance Bancorp
(Exact name of registrant as specified in its charter)
Delaware 0-20082 36-3811768
(State or other (Commission File (I.R.S. Employer
jurisdiction of No.) Identification No.)
incorporation)
Registrant's telephone number, including area code:
(630) 323-1776
Not Applicable
(Former name or former address, if changed since last report)
<PAGE>
Item 5. Other Events.
Alliance Bancorp (the "Registrant" or "Alliance Bancorp")
entered into an Agreement and Plan of Merger (the "Agreement")
with Southwest Bancshares, Inc. ("Southwest") as of December 16,
1997, which provides, among other things, that (i) Southwest will
be merged (the "Merger") with and into the Registrant, with the
Registrant as the surviving corporation, (ii) Southwest Federal
Savings and Loan Association of Chicago, the savings association
subsidiary of Southwest ("Southwest Federal"), will be merged
with and into Liberty Federal Bank, the savings bank subsidiary
of the Registrant ("Liberty Federal") with Liberty Federal as the
surviving institution, (iii) each outstanding share of Southwest
common stock issued and outstanding at the effective time of the
Merger will be converted into shares of common stock of Alliance
Bancorp in accordance with an "Exchange Ratio," as described
below, and (iv) each share of the Registrant's common stock
issued and outstanding immediately prior to the effective time of
the Merger will remain an outstanding share of common stock of
Alliance Bancorp. The directors of Registrant and Southwest have
entered into agreements to vote shares owned by them in favor of
the Agreement.
Under the Agreement, and subject to certain qualifications,
the Exchange Ratio will be as follows: (i) if the Alliance
Bancorp Market Value (as defined in the Agreement) is less than
or equal to $30.475 and greater than or equal to $22.525, then
1.1981 shares of Alliance Bancorp Common Stock; (ii) if the
Alliance Bancorp Market Value is greater than $30.475 and less
than or equal to $35.00, then that number of shares of Alliance
Bancorp Common Stock, determined by dividing $36.5125 by the
Alliance Bancorp Market Value; (iii) if the Alliance Bancorp
Market Value is greater than $35.00, then 1.0432 shares of
Alliance Bancorp Common Stock; and (iv) if the Alliance Bancorp
Market Value is less than $22.525, then that number of shares of
Alliance Bancorp Common Stock, determined by dividing $26.9875 by
the Alliance Bancorp Market Value. Alliance Bancorp has the
right to terminate the Agreement if the Alliance Bancorp Market
Value is less than $19.875, unless Southwest provides notice
pursuant to the Agreement that it wants to proceed with the
Merger, in which event the Exchange Ratio will be 1.3579.
In connection with the Agreement, the Registrant and
Southwest entered into a Stock Option Agreement in which
Southwest granted to the Registrant the option to purchase, under
certain conditions, up to 297,471 shares of Southwest common
stock at an exercise price of $25.50 per share. The option is
exercisable only upon the occurrence of certain events that would
jeopardize completion of the Merger. The Stock Option Agreement
also permits the Registrant to require Southwest to repurchase
the option shares.
Consummation of the Merger is subject to certain conditions,
including the approval of stockholders of each of the Registrant
and of Southwest, and the receipt of all required regulatory
approvals. It is expected that the Merger will be completed prior
to June 30, 1998.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
<PAGE>
The following Exhibits are filed as part of this report:
Exhibit 2 Agreement and Plan of Merger, dated as of December
16, 1997, by and between Alliance Bancorp and
Southwest Bancshares, Inc.; including Exhibit A
thereto.*
Exhibit 99 Press release dated December 16, 1997
________
*Filed on December 29, 1997 as exhibits to the Registrant's
Schedule 13-D relating to its ownership of Southwest's common
stock. Such previously filed documents are hereby incorporated
herein by reference.
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.
ALLIANCE BANCORP
DATE: December 29, 1997 By: /s/ Kenne P. Bristol
-------------------------
Kenne P. Bristol
President and Chief
Executive Officer
<PAGE>
EXHIBIT INDEX
The following Exhibits are filed as part of this report:
Exhibit 2 Agreement and Plan of Merger, dated as of December
16, 1997, by and between Alliance Bancorp and
Southwest Bancshares, Inc.; including Exhibit A
thereto.*
Exhibit 99 Press release dated December 16, 1997
________
*Filed on December 29, 1997 as exhibits to the Registrant's
Schedule 13-D relating to its ownership of Southwest's common
stock. Such previously filed documents are hereby incorporated
herein by reference.
<PAGE>
-Hinsdale, Illinois, December 16, 1997, Alliance Bancorp
(Nasdaq:ABCL), announced today that it has agreed to acquire
Southwest Bancshares Inc. (Nasdaq:SWBI). In a joint release
today, Kenne P. Bristol, President and Chief Executive Officer of
Alliance Bancorp, and Richard E. Webber, President and Chief
Financial Officer of Southwest Bancshares, Inc. announced that
their respective boards of directors have unanimously approved a
definitive agreement to merge the two institutions. Pursuant to
the merger agreement, which is subject to shareholder and
regulatory approval, each share of Southwest Bancshares, Inc.
Common Stock will be exchanged for 1.1981 shares of Alliance
Bancorp Common Stock, subject to adjustment as provided in the
merger agreement. Based on the current market value of Alliance
Bancorp Common Stock the transaction has a current value of
$31.75 per share. Following the merger, Alliance will have 20
offices in Chicago and surrounding suburbs, with approximately
$1.8 billion in assets and $1.3 billion in deposits, making it
the third largest independent thrift institution in the Chicago
metropolitan area.
The transaction is valued at approximately $90 million and
will be payable in stock based on Alliance Bancorp Common Stock
price at the closing of the transaction. The transaction will be
accounted for as a pooling of interests for financial accounting
purposes and is expected to close prior to June 30, 1998.
Alliance has the right to terminate the transaction if the
average share price of Alliance Common Stock prior to closing is
less than $19.875 per share, unless Southwest agrees to accept an
exchange ratio of 1.3579 shares of Alliance Bancorp Common Stock.
Concurrent with the execution of the definitive agreement,
Southwest Bancshares has granted Alliance Bancorp an option to
purchase an amount of shares equal to 9.9% of its outstanding
common stock, which option is exercisable in certain
circumstances.
Kenne P. Bristol, President and Chief Executive Officer of
Alliance Bancorp, said, "We view the merger with Southwest
Bancshares as a tremendous opportunity. Our deposits in the
Chicagoland market will increase by approximately 30% and the
Southwest customer base provides us with great potential for the
marketing of loan products, fee-based services such as mutual
funds, and transaction account products, all of which we have
successfully marketed to our customer base." Fredric G. Novy,
Alliance Bancorp's Chairman said, "We believe this will create
excellent opportunities for future growth in both earnings per
share and long-term shareholder value."
Richard E. Webber, President and Chief Financial Officer of
Southwest Bancshares, said "We are pleased to join with Alliance
Bancorp, a company which shares our own community-oriented
banking philosophy. The selection of Alliance Bancorp as a
merger partner allows us to serve our customers and markets with
expanded products, allows our employees to join a growing
organization and provides our shareholders with an opportunity to
benefit from the growth of the combined company which we believe
will result in increased long-term value."
Mr. Webber will be continuing as a board member of the
combined organization. Mr. Bristol and Mr. Webber emphasized the
following benefits of the merger:
- -- Immediate accretion to earnings per share;
- -- Achievement of economies of scale generated from cost
efficiencies and Alliance's product delivery and processing
systems;
- -- A significant opportunity to sell Alliance's fee generating
deposit services and investment products to Southwest's customer
base;
- -- The utilization of Southwest's stable core deposit base to
profitably enhance Alliance's excellent asset-generating
capabilities in mortgage and home equity loan products;
- -- The combined equity to assets ratio, offering growth
opportunities for the future.
"Southwest is also an excellent fit with our strategic
priorities," Bristol continued. "While both companies serve the
Chicago area market, there is very little geographic overlap.
Therefore, the combination represents a substantial expansion of
Alliance's market area. Both companies place a high priority on
serving the individual financial goals of their local customers.
Having this common focus between organizations at the onset will
create immediate benefits for customers and shareholders."
As of September 30, 1997, Southwest Bancshares Inc.,
through its wholly owned subsidiary, Southwest Federal Savings
and Loan of Chicago, had approximately $375 million in assets,
$275 million in deposits, and $43 million in stockholders'
equity. Southwest operates 6 offices in Cook County, Illinois,
where 7 of Alliance's offices are also located. The Common Stock
of Southwest Bancshares is traded on the Nasdaq National Market
Tier of the Nasdaq Stock Market under the symbol SWBI. Alliance
is the parent holding company of Liberty Federal Bank which is
headquartered in Hinsdale, Illinois. Alliance Bancorp had assets
of $1.4 billion, deposits of $998 million and stockholders'
equity of $129 million as of September 30, 1997, providing
complete financial services through offices located in Cook and
Du Page counties, Illinois and will be opening a new office in
Naperville in mid 1998. The common stock of Alliance Bancorp is
traded on the Nasdaq National market Tier of the Nasdaq Stock
Market under the symbol ABCL.
CONTACT: Kenne P. Bristol, President and Chief Executive
Officer, Alliance Bancorp, or
Richard A. Hojnicki, Executive Vice President and
Chief Financial Officer of Alliance Bancorp at
(630) 794-8776 and (630) 794-8758 respectively.
Richard E. Webber, President and Chief Financial
Officer, Southwest Bancshares, or Ronald D.
Phares, Vice President & Investor Relations,
Southwest Bancshares at (708) 636-2700
