<PAGE> 1
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))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[.] Soliciting Material Pursuant to ? 240.14a-11(c) or ? 240.14a-12
ALLIANCE BANCORP
----------------
(Name of Registrant as Specified in its Charter)
LA SALLE FINANCIAL PARTNERS, LIMITED PARTNERSHIP AND
----------------------------------------------------
THE COMMITTEE TO MAXIMIZE SHAREHOLDER VALUE
-------------------------------------------
(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:
2) Aggregate number of securities to which transaction applies:
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):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] 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:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE> 2
LaSalle Financial has not obtained the consent of Institutional Shareholder
Services or Jayson Bozek to the use of the following material as proxy
soliciting material.
<PAGE> 3
[LOGO] INSTITUTIONAL
SHAREHOLDER
SERVICES(SM)
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Proxy Contest: ALLIANCE BANCORP
ABCL (OTC)
ANNUAL MEETING: June 23, 1999
RECORD DATE: May 12, 1999
SECURITY ID: 01852J105 (CUSIP) 2020211 (SEDOL)
<TABLE>
<CAPTION>
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MEETING AGENDA
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ITEM CODE MANAGEMENT PROPOSALS (WHITE CARD) MGT. REC ISS REC.
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<S> <C> <C> <C> <C>
| |1 M0201 Elect Directors For WITHHOLD
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| |2 M0101 Ratify Auditors For FOR
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ITEM CODE DISSIDENT PROPOSALS (GREEN CARD) DIS. REC ISS REC.
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| |1 M0225 Elect Directors (Opposition Slate) For FOR
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| |2 M0101 Ratify Auditors For FOR
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</TABLE>
*TO FOLLOW ISS'S RECOMMENDATION, EXECUTE YOUR VOTES ON THE DISSIDENT GREEN PROXY
CARD AND DISCARD MANAGEMENT'S WHITE PROXY CARD.
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Alliance Bancorp * June 10, 1999 (c) 1999, Institutional Shareholder Services
Jayson Bozek, CFA, Senior Analyst Phone: 301/545-4555
<PAGE> 4
INSTITUTIONAL
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SERVICES PAGE 2
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FINANCIAL SUMMARY
<TABLE>
<CAPTION>
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INCOME STATEMENT SUMMARY ($ in millions except per share data)
- --------------------------------------------------------------------------------
1996* 1997** 1998** ACG***
----- ---- ---- ---
<S> <C> <C> <C> <C>
Net Interest Income $28.51 48.33 $52.21 NMF
Net Income 5.70 14.36 15.10 NMF
EPS (Basic) 0.78 1.34 1.33 NMF
Dividends per share 0.29 0.47 0.50 NMF
- --------------
*Fiscal Year Ended; December 31
**Fiscal Year Ended; September 30
*** Annual Compound Growth
Source: Company Annual Report
</TABLE>
<TABLE>
<CAPTION>
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PERFORMANCE SUMMARY
- --------------------------------------------------------------------------------
1-YEAR 3-YEAR 5-YEAR
------ ------- ------
<S> <C> <C> <C>
Total shareholder returns, company -24.8% 11.0% 12.3%
Total shareholder returns, index 40.4% 29.1% 24.5%
Total shareholder returns, peer group -6.8% 28.9% 22.5%
- --------------
Source: Company Proxy Statement
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</TABLE>
BUSINESS: Holding company for a federally chartered savings bank
STATE OF INCORPORATION: Delaware
ACCOUNTANTS: KPMG LLP
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Alliance Bancorp * June 10, 1999 (c) 1999, Institutional Shareholder Services
Jayson Bozek, CFA, Senior Analyst Phone: 301/545-4555
<PAGE> 5
INSTITUTIONAL
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SERVICES PAGE 3
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CORPORATE GOVERNANCE PROFILE
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GOVERNANCE PROVISIONS
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Classified board (Charter)
Supermajority (80%) shareholder vote required to approve mergers (Charter)
Restrictions on shareholder's ability to remove directors with or without cause
(Charter)
Supermajority (80%) shareholder vote required to approve certain business
combinations (Charter)
Restrictions on shareholders' right to call special meetings (Charter)
Supermajority (80%) shareholder vote required to amend charter or bylaws
(Charter)
Elimination of cumulative voting rights (Charter)
No shareholder right to call a special meeting (Charter)
Blank check preferred stock (Charter)
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GOVERNANCE MILESTONES
- --------------------------------------------------------------------------------
None
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SEVERANCE AGREEMENTS
- --------------------------------------------------------------------------------
Golden parachute executive severance agreements triggered by termination of
employment following a change in control
Executive severance agreements triggered by termination of employment following
a change in control
Change-in-control provisions in executive stock option or other compensation
plans
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Alliance Bancorp * June 10, 1999 (c) 1999, Institutional Shareholder Services
Jayson Bozek, CFA, Senior Analyst Phone: 301/545-4555
<PAGE> 6
INSTITUTIONAL
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SERVICES PAGE 4
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STATE STATUTES: Delaware
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Labor contract provision
Three-year freezeout provision
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Alliance Bancorp * June 10, 1999 (c) 1999, Institutional Shareholder Services
Jayson Bozek, CFA, Senior Analyst Phone: 301/545-4555
<PAGE> 7
INSTITUTIONAL
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SERVICES PAGE 5
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<TABLE>
<CAPTION>
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DIRECTOR PROFILES
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NAME CLASSIFICATION TERM DIR. NO
ENDS SINCE STOCK
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
MANAGEMENT NOMINEES
Edward J. Burns(1) AO 2002 1963
Whit G. Hughes IO 2002 1982
Edward J. Nusrala IO 2002 1997
William R. Rybak IO 2002 1986
Donald E. Sveen IO 2002 1971
MANAGEMENT CONTINUING
DIRECTORS
Kenne P. Bristol I 2001 1986
Howard A. Davis(2) I 2001 1995
Howard R. Jones IO 2000 1991
H. Verne Loeppert IO 2001 1964
David D. Mill IO 2001 1967
Fredric G. Novy(3) I 2000 1994
William C. O'Donnell IO 2000 1979
Russell F. Stephens, Jr. IO 2000 1971
Vernon B. Thomas, Jr. IO 2000 1969
Richard E. Webber(4) AO 2001 1959
- --------------------------------------------------------------------------------
</TABLE>
- --------------------------------------------------------------------------------
Alliance Bancorp * June 10, 1999 (c) 1999, Institutional Shareholder Services
Jayson Bozek, CFA, Senior Analyst Phone: 301/545-4555
<PAGE> 8
INSTITUTIONAL
SHAREHOLDER
SERVICES PAGE 6
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<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
DIRECTOR PROFILES
- --------------------------------------------------------------------------------
NAME CLASSIFICATION TERM DIR. NO
ENDS SINCE STOCK
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
DISSIDENT NOMINEES
George L. Barr IO 2002 N/A
William D. King IO 2002 N/A
Richard J. Nelson IO 2002 N/A
- --------------------------------------------------------------------------------
</TABLE>
CLASSIFIED BOARD: YES CEO AS CHAIRMAN: NO
CURRENT NOMINEES: 5 RETIRED CEO ON BOARD: NO
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Alliance Bancorp * June 10, 1999 (c) 1999, Institutional Shareholder Services
Jayson Bozek, CFA, Senior Analyst Phone: 301/545-4555
<PAGE> 9
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SERVICES PAGE 7
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<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------
COMPOSITION OF COMMITTEES
- -----------------------------------------------------------------------------------------------
AUDIT TYPE COMPENSATION TYPE NOMINATING TYPE
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Howard R. Jones IO Edward J. Burns AO
H. Verne Loeppert IO Whit G. Hughes IO
David D. Mill IO Edward J. Nusrala IO
Edward J. Nusrala IO Russell F. Stephens, Jr. IO
William R. Rybak IO Donald E. Sveen IO
- -----------------------------------------------------------------------------------------------
</TABLE>
COMMITTEE NAME ASSIGNED BY COMPANY:
AUDIT: Audit and Compliance Committee
COMPENSATION: Compensation and Personnel Administration Committee
NOMINATION: Nominating Committee
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Alliance Bancorp * June 10, 1999 (c) 1999, Institutional Shareholder Services
Jayson Bozek, CFA, Senior Analyst Phone: 301/545-4555
<PAGE> 10
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SERVICES PAGE 8
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CAPITAL STRUCTURE
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CAPITAL STRUCTURE
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<TABLE>
<CAPTION>
VOTES AUTHORIZED SHARES
TYPE OF SHARES PER SHARE SHARES OUTSTANDING
<S> <C> <C> <C>
Common stock 1.00 21,000,000 11,030,320
<CAPTION>
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OWNERSHIP INFORMATION
- --------------------------------------------------------------------------------
BENEFICIAL OWNER TOTAL VOTING POWER
<S> <C>
Officers & Directors 16.60%
Institutions 21.10%
- ---------------
Sources: Bloomberg Business News/Company Proxy
</TABLE>
Note: As of May 12, 1999, all officers and directors as a group
beneficially owned 16.60 percent of the company's common stock.
PROXY CONTEST
Alliance Bancorp faces a proxy contest at its June 23 annual meeting from a
dissident group lead by La Salle Financial Partners, LP (LFP). LFP, which
is the company's largest shareholder with a 4.98-percent stake, is
submitting its dissident slate of three director nominees in opposition to
the Alliance board. At the meeting, shareholders will be asked to elect
five nominees to a classified board that currently consists of 15 members.
Thus, the LFP nominees would constitute only a minority of board members if
elected. Management and the dissident group agree on management's choice of
auditors, which is the only other item that has been submitted for
shareholder approval
LFP intends to seek reimbursement from the company for its solicitation
costs, which it estimates will total $160,000. In evaluating the proxy
contest, ISS spoke with Kenne Bristol (CEO) and Fredric Novy (chairman) of
Alliance, while LFP's Richard Nelson spoke on behalf of the dissidents.
The proxy contest is the result of unsuccessful negotiations between the
two parties as to whether or not LFP would obtain board representation. In
May 1998, LFP requested that the company's board be increased by one seat
and that Mr. Nelson be appointed to fill the
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Alliance Bancorp * June 10, 1999 (c)1999, Institutional Shareholder Services
Jayson Bozek, CFA, Senior Analyst Phone: 301/545-4555
<PAGE> 11
INSTITUTIONAL
SHAREHOLDERS
SERVICES PAGE 9
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position. This request resulted in a meeting between Mr. Nelson and a committee
of the Alliance board to discuss his credentials and experience, which was
followed up with a letter from LFP stating that if the board did not act
favorably to the request by Aug. 28, 1998, LFP would then nominate its own
slate of directors. Management indicated that the board was already too large
at 15 members and that further additions would only exacerbate the problem.
DISSIDENT POSITION
The dissident group has grown weary of the company's chronically substandard
operating performance, which it says is a manifestation of an ill-conceived
acquisition strategy and a comparatively high cost structure. To Mr. Nelson,
the clearest proof of this is in Alliance's stock performance, which has lagged
that of its peer over a significant amount of time. Mr. Nelson believes that
his slate of nominees, which includes himself, has the independence and the
experience to ask the hard questions of management and will make sure that
management takes all the necessary steps to increase shareholder value. His two
main objectives are to (1) work with management to improve the operations of
the company; and (2) persuade the other directors to retain a top-tier
investment banking firm to identify potential buyers for the company.
LFP says that the company's recent operating performance has been below that of
other comparable thrifts in the Midwest. During the fourth quarter of 1998,
Alliance had the lowest price to tangible book value of nine Midwestern thrifts
with assets of between $2 and $5 billion, and it tied for last for lowest price
to core earnings. The poor results carried into the first quarter of 1999 as
well, with the company posting return on average equity (ROE) of 9.9 percent,
return on average assets (ROA) of 0.94 percent, and EPS of 0.39 percent,
representing year-over-year decreases of 9.8 percent, 9.7 percent, and 4.9
percent respectively. Mr. Nelson adds that the company's Q1 results were aided
by a $600,000 reduction of income tax expense resulting from a review of the
company's tax liability. Had this adjustment not occurred, EPS would have been
reduced even further, to $0.34 per share.
The dissidents contend that this poor performance is clear evidence that the
company's past strategy of acquiring other thrifts has failed its shareholders
due to the relatively high prices that had to be paid in the transactions and
their lack of profit potential. Mr. Nelson notes that the company's cost
structure is high relative to that of its peers and questions why the company
needs two leaders in Messrs. Novy and Bristol. Last year the company paid Mr.
Bristol $260,000 in salary for his efforts as CEO (a 13-percent increase from
the previous year) and Mr. Novy $225,000 (a 26-percent increase) for his work
as chairman, while both men garnered $100,000 bonuses in 1998. The dissidents
found the salary increases and bonus awards puzzling in light of the fact that
shareholders realized a 25-percent loss over the same time period.
- --------------------------------------------------------------------------------
Alliance Bancorp * June 10, 1999 (c) 1999, Institutional Shareholder Services
Jayson Bozek, CFA, Senior Analyst Phone: 301/545-4555
<PAGE> 12
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Nor is there any light at the end of the tunnel, according to Mr. Nelson. He is
especially concerned about the company's plan to originate more multi-family,
consumer, home equity, commercial real estate, and indirect auto loans. Because
the company's focus has been on mortgage loans secured by one-to-four family
residences, Mr. Nelson believes that the company may be taking on substantially
greater amounts of risk than it can handle and emphasizes that some thrifts have
followed similar strategies in the past and have found themselves in financial
trouble as a result.
As an alternative to management's strategy, LFP believes that the best way to
maximize the company's share value is to actively identify and pursue a sale of
the company on terms that "are fair and in the best interests of all
shareholders." In that way, shareholders may receive the benefits of the
industry's consolidation in the form of an attractive acquisition price for
their shares. While acknowledging that acquisition prices have come down
somewhat, Mr. Nelson states that Alliance might be able to garner a price to
book multiple of 2.0x, which at current prices would amount to around $30.00
per share. However, he stresses that he is not married to any preconceived
price range. Rather, he would like shareholders to elect his minority slate so
that they can have a hand in any merger negotiations and deliberations. He
believes their independence will serve as a check on a board that may not ask
enough tough questions of management.
MANAGEMENT POSITION
Management counters that the company's performance has not been as bad as the
dissidents have outlined and that it has a viable long-term strategy that is
based on sound business fundamentals. In the company's view, election of the
dissident slate of nominees may result in a "fire sale" of the company at prices
that will not benefit all shareholders.
Rather than focusing on a single quarter's earnings, management says that
shareholders should focus on long-term achievements. Net income in 1998
exceeded $15.1 million, or $1.26 per diluted share, and would have been $17.8
million (a 24-percent increase over 1997), if the costs associated with the
Southwest Bancshares, Inc., acquisition were excluded. The company's loan
portfolio has averaged an annualized growth rate of 25 percent from Sept. 30,
1996, to Dec. 31, 1998, while multi-family, commercial real estate, and home
equity loans increased 109 percent during the same period. At the same time,
asset quality has not been sacrificed, as nonperforming loans amounted to just
0.37 percent of total loans in the first quarter. The company's stock, far
from a laggard, has produced a respectable annualized return on investment of
54 percent since Alliance's IPO in 1992.
The company points out that its acquisition of Southwest Bancshares is the
second merger transaction in two years, coming after a merger with Hinsdale
Financial Corp. in February of 1997, which doubled the size of the company to
$1.4 billion. Mr. Bristol acknowledges
- --------------------------------------------------------------------------------
Alliance Bancorp * June 10, 1999 (c) 1999, Institutional Shareholder Services
Jayson Bozek, CFA, Senior Analyst Phone: 301/545-4555
<PAGE> 13
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that the acquired companies had excess capital that has dragged down
profitability numbers over the last year, but stresses that the company has
benefited from a larger customer base and increased scale. Moreover, the
excess capital is now being worked off with a recently announced buyback
program that will allow management to repurchase up to ten percent of the
company's outstanding shares. More important, Alliance management has a
well-developed strategy for enhancing value that focuses on achieving
increases in ROE and EPS.
To accomplish this task, Alliance intends to diversify its balance sheet,
emphasizing lending operations with higher yielding loans such as
multi-family, home equity lines of credit, commercial real estate loans,
and indirect auto. Management's goal is to reduce its traditional
single-family loans to around 50 percent from its current level while
maintaining its strict underwriting standards. Mr. Bristol believes that
the dissidents' fear of higher risk loans are unjustified, pointing out
that the board reviews all loans greater than $1 million and that senior
managers personally review every loan in excess of $300,000. The second
initiative is to increase noninterest and other fee income. The two main
sources include the company's Preferred Mortgage Associates Ltd. (PMA) and
Liberty Financial Services subsidiaries. PMA is one of the largest mortgage
loan originators in the Chicago metropolitan area, and management is
upgrading the company's technological resources to enhance efficiency and
profitability. Liberty Financial Services offers a complete line of
securities brokerage services through INVEST Financial Corp. Because of the
emphasis placed on these products, total fee income increased 29.7 percent
in 1998. Mr. Bristol has stated that he would like to see fee income
account for between 25 and 30 percent of total revenue.
Finally, the company intends to leverage the company's excess capital by
borrowing from the Federal Home Loan Bank of Chicago and investing the
money in mortgage-backed securities and government agencies to
incrementally add to income. This is in addition to the aforementioned
stock repurchase program and an attractive annual dividend of $0.56 per
share. All of these initiatives, coupled with management's continuing
integration of the mergers, are laying the foundation for future value
creation.
When asked about selling the company, Mr. Bristol responded that the
election of the dissident slate would not help the board much because the
company has hired investment banks in the past to evaluate its strategy and
is working with one now on a "consulting" basis. What he does not want to
happen is to have a potential acquirer know that there are three members on
the board who are biased toward selling the company, which could lead to a
bidder not offering full value for the company's shares.
- --------------------------------------------------------------------------------
Alliance Bancorp * June 10, 1999 (c)1999, Institutional Shareholder Services
Jayson Bozek, CFA, Senior Analyst Phone: 301/545-4555
<PAGE> 14
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CONCLUSION
In terms of operating and stock performance, the evidence against
management is clear. The company has significantly underperformed its peer
group (eight Midwestern thrifts with assets between $1 and $5 billion) in
each of the last five years in terms of ROA, ROE, and cost control. For
1998, the company had ROA of 0.76 percent, ROE of 8.32 percent, and an
efficiency ratio (which measures the amount of capital spent to earn each
dollar of profit) of 63.95 percent. The company's peer group achieved ROA,
ROE, and an efficiency ratio of 0.86 percent, 11.06 percent, and 58.53
percent, respectively.
This sustained period of underperformance has not gone unnoticed by
investors. As outlined in the company's proxy statement, Alliance's stock
has returned only 12.3 percent over the last five years, versus 22.5
percent for the S&P Savings and Loan Companies. Over the three-year
period, the company managed an 11-percent return while its peers returned
a shade under 29 percent. Nor do the company's shares provide much
protection in a down market either: For the year ended Dec. 31, 1998,
Alliance's stock was down 25 percent, versus a loss of seven percent for
the peer group companies.
The dissidents may also be correct in asserting that the board has become
too close to management. Of the 15 current directors, 73 percent have been
on board for a period of ten years or more, while seven members have been
on for 20 years or more. While ISS believes that hands-on company
experience can be beneficial in many situations, its does not appear to
have served shareholders well in this instance. We believe that LFP's
dissident slate of nominees will bring a fresh perspective to the board and
will help to ensure that management answers pointed and critical questions
in regard to the company's operations and future direction.
MANAGEMENT PROPOSALS (WHITE card)
/ / ITEM 1: ELECT DIRECTORS
Alliance classifies its 15 directors into three director classes. This
proposal seeks election of five directors for three-year terms expiring in
2002.
The full board comprises three insiders, two affiliated outsiders, and ten
independent outsiders. David Mill, Donald Sveen, H. Verne Loeppert, Russell
Stephens, Vernon Thomas, Jr., Whit Hughes, William O'Donnell, and William
Rybak, independent outside directors, and Richard Webber and Edward Burns,
affiliated outside directors, have served on the board for a period of ten
years or more.
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Alliance Bancorp * June 10, 1999 (c)1999, Institutional Shareholder Services
Jayson Bozek, CFA, Senior Analyst Phone: 301/545-4555
<PAGE> 15
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The Audit & Compliance Committee comprises five independent outsiders. The
Compensation & Personnel Administration Committee comprises one affiliated
outsider and four independent outsiders. There is no standing nominating
committee. ISS prefers that companies establish a separate nominating
committee and that all key committees include only independent outsiders.
We recommend WITHHOLDING votes from the management director nominees.
* ITEM 2: RATIFY AUDITORS
The board recommends that KPMG LLP be approved as the company's independent
accounting firm for the coming year. Note that the auditors' report
contained in the annual report is unqualified, meaning that in the opinion
of the auditor, the company's financial statements are fairly presented in
accordance with generally accepted accounting principles.
We recommend a vote FOR the auditors.
DISSIDENT PROPOSALS (GREEN CARD)
* ITEM 1: ELECT DIRECTORS (OPPOSITION SLATE)
This item seeks shareholder approval to elect the dissident slate of three
directors.
We recommend a vote FOR Item 1.
* ITEM 2: RATIFY AUDITORS
The dissident group will vote proxies for the approval of KPMG LLP as the
company's independent accounting firm for the coming year. Note that the
auditors' report contained in the annual report is unqualified, meaning
that in the opinion of the auditor, the company's financial statements are
fairly presented in accordance with generally accepted accounting
principles.
We recommend a vote FOR the auditors.
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Alliance Bancorp * June 10, 1999 (c) 1999, Institutional Shareholder Services
Jayson Bozek, CFA, Senior Analyst Phone: 301/545-4555
<PAGE> 16
INSTITUTIONAL
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--------------
Alliance Bancorp
1 Grant Square
Hinsdale, Illinois 60521
(630) 323-1776
COMPANY SOLICITOR: Kissel-Blake, Inc. (212) 344-6733
SHAREHOLDER PROPOSAL DEADLINE: January 14, 2000
This proxy analysis has not been submitted to, or received approval from,
the Securities and Exchange Commission. While ISS exercised due care in
compiling this analysis, we make no warranty, express or implied, regarding
the accuracy, completeness, or usefulness of this information and assume no
liability with respect to the consequences of relying on this information
for investment or other purposes.
ENDNOTES
1. Mr. Burns is a former CEO of Liberty Bancorp, which merged with Hinsdale
Financial Corp. to form Alliance Bancorp. Source: Alliance Bancorp 1999
Proxy Statement, p. 2.
2. Mr. Davis is an executive officer of Preferred Mortgage Associates,
Ltd., a subsidiary of the company. Source: Alliance Bancorp 1999 Proxy
Statement, p. 4.
3. Mr. Novy is a former CEO of Liberty Bancorp, which merged with Hinsdale
Financial Corp. to form Alliance Bancorp. Source: Alliance Bancorp 1999
Proxy Statement, p. 4.
4. Mr. Webber is a former executive officer of Southwest Bancshares, Inc.,
which merged with the company in May 1998. Source: Alliance Bancorp 1999
Proxy Statement, p. 5.
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Alliance Bancorp * June 10, 1999 (c)1999, Institutional Shareholder Services
Jayson Bozek, CFA, Senior Analyst Phone: 301/545-4555
