-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LVYK7k9BTDAR5oiC70Ifz+8EIdaJDjqsdM4Qva/NHcJLq5Z/in2aNNP1IYJHqm1z BAU65ljvoqgSyYyp98EoMA== 0000898822-04-000862.txt : 20040831 0000898822-04-000862.hdr.sgml : 20040831 20040831165452 ACCESSION NUMBER: 0000898822-04-000862 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040831 ITEM INFORMATION: Changes in Control of Registrant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20040831 DATE AS OF CHANGE: 20040831 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHARTER ONE FINANCIAL INC CENTRAL INDEX KEY: 0000819692 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 341567092 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15495 FILM NUMBER: 041009019 BUSINESS ADDRESS: STREET 1: 1215 SUPERIOR AVE CITY: CLEVELAND STATE: OH ZIP: 44114 BUSINESS PHONE: 2165665300 MAIL ADDRESS: STREET 1: 1215 SUPERIOR AVENUE STREET 2: 1215 SUPERIOR AVENUE CITY: CLEVELAND STATE: OH ZIP: 44114 8-K 1 e831048k.txt 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): AUGUST 31, 2004 CHARTER ONE FINANCIAL, INC. (Exact Name of Registrant as Specified in its Charter) DELAWARE 001-15495 34-1567092 -------- --------- ---------- (State or other (Commission File Number) (IRS Employer jurisdiction of Identification Number) incorporation) 1215 SUPERIOR AVENUE, CLEVELAND, OHIO 44114 ------------------------------------------- (Address of principal executive offices) (216) 566-5300 -------------- (Registrant's telephone number, including area code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 5.01. CHANGES IN CONTROL OF REGISTRANT -------------------------------- On August 31, 2004, pursuant to an Agreement and Plan of Merger, dated as of May 4, 2004, between Charter One Financial, Inc. (the "Company"), Citizens Financial Group, Inc., a Delaware corporation ("Citizens"), Cardinal Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Citizens ("Cardinal"), and The Royal Bank of Scotland Group plc, a public limited liability company incorporated under the laws of Scotland ("RBSG"), Cardinal merged with and into the Company. As a result of the merger, each share of common stock of the Company outstanding immediately prior to the effective time of the merger was converted into the right to receive $44.50 in cash. The aggregate merger consideration paid by Citizens was approximately $10.5 billion and was funded from capital contributions by RBSG, the parent company of Citizens, together with internally available funds. A copy of the joint press release issued by Citizens and the Company is attached as Exhibit 99.1 hereto and is hereby incorporated herein by reference. ITEM 9.01. EXHIBITS -------- (c) Exhibits. 99.1 Press release dated August 31, 2004. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunder duly authorized. CHARTER ONE FINANCIAL, INC. By: /s/ Robert J. Vana ---------------------------------- Name: Robert J. Vana Title: Senior Vice President, Chief Corporate Counsel and Corporate Secretary Date: August 31, 2004 EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1 Press release dated August 31, 2004. EX-99.1 2 e831048kpr1.txt PRESS RELEASE [EXHIBIT 99.1] [CITIZENS FINANCIAL GROUP, INC. LOGO] NEWS RELEASE MEDIA MAY CONTACT: FOR IMMEDIATE RELEASE Barbara Cottam August 31, 2004 Senior Vice President 401-456-7849 CHARTER ONE INVESTORS MAY CONTACT: Ellen Batkie - Charter One Investor Relations 800-262-6301 CITIZENS FINANCIAL GROUP COMPLETES CHARTER ONE ACQUISITION TRANSACTION MAKES CITIZENS ONE OF THE TOP U.S. BANK HOLDING COMPANIES PROVIDENCE, R.I. - Citizens Financial Group, Inc. (Citizens) announced it has completed its transaction to acquire Charter One Financial, Inc. (NYSE:CF) today. The acquisition extends Citizens' retail and commercial banking into six additional states. At the close of the transaction, Citizens became the 12th largest commercial bank holding company in the United States with more than $131 billion in assets, and the ninth largest in deposits with more than $88 billion. The acquisition, which was announced on May 4, brought the Cleveland-based Charter One franchise to Citizens for a purchase price of $44.50 in cash for each share of common stock or approximately $10.5 billion. "This is a significant transaction for Citizens. It brings us to the Midwest, and expands our presence in New England and the Mid-Atlantic," said Lawrence K. Fish, Chairman, President and CEO of Citizens Financial Group, Inc. "We look forward to bringing to thousands of new customers Citizens' successful model of outstanding customer service and strong commitments to our communities and employees." Beginning September 1, 2004, customers of both Citizens Bank and Charter One can use nearly 2,700 Citizens Bank and Charter One ATMs in 13 states to make cash withdrawals without incurring ATM fees. Charter One customers may also continue to bank as usual by phone, ATM, online or at a branch. ABOUT CITIZENS FINANCIAL GROUP - ------------------------------ As of the Charter One Financial acquisition on August 31, 2004, Citizens Financial Group, Inc. is a $131 billion commercial bank holding company. It is headquartered in Providence, R.I., and has more than 1,530 offices, approximately 2,700 ATMs and approximately 24,000 employees in 13 states. It operates in Connecticut, Delaware, Illinois, Indiana, Massachusetts, Michigan, New Hampshire, New Jersey, New York, Ohio, Pennsylvania, Rhode Island and Vermont. Citizens is the 12th largest commercial banking company in the United States in asset size and ninth when ranked by deposits. Citizens is owned by The Royal Bank of Scotland Group plc. The Citizens Web site is www.citizensbank.com. ### -----END PRIVACY-ENHANCED MESSAGE-----