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CHARTER ONE FINANCIAL, INC. TO ACQUIRE WOMEN'S FEDERAL SAVINGS BANK

 CHARTER ONE FINANCIAL, INC. TO
 ACQUIRE WOMEN'S FEDERAL SAVINGS BANK
 CLEVELAND, September 14 /PRNewswire/ -- Charter One Financial, Inc. (NASDAQ/NMS:COFI), and Women's Federal Savings Bank, Cleveland, Ohio, jointly announced today the execution of a Letter of Intent providing for the acquisition of Women's Federal by Charter One in a cash and stock transaction. Under the terms of the proposal, Women's Federal will be merged into Charter One's subsidiary, The First Federal Savings Bank. The Letter of Intent requires completion of a definitive acquisition agreement, acceptable due diligence reviews, fairness opinions, Women's Federal shareholder approval, regulatory approvals and satisfaction of a number of standard conditions.
 The Letter of Intent calls for each share of Women's Federal stock to be exchanged for .9749 shares of Charter One's common stock and $10.27 in cash, or a total value to each Women's Federal stockholder of $34.55 per share based on the current trading price of Charter One's common stock. Charter One will issue a total of approximately 2.2 million shares of its common stock and $23.25 million in cash in the transaction, for an aggregate transaction value of approximately $78.25 million.
 Charles John Koch, Charter One's president and chief executive officer, said, "Women's Federal has a strong record, a solid reputation and a long history of profitability. It operates a well- established franchise with deposits of $709 million, total assets of $810 million, net worth of $69.7 million and 11 branches in our primary service area of Greater Cleveland.
 "We believe the transaction will be very beneficial to both institutions' shareholders and also to Women's Federal's customers. We intend to supplement their current services with an array of products and benefits we offer as a state-wide retail consumer bank. Present plans call for existing branches of Women's Federal to be maintained. Branch closures, if any, will not include any Cleveland neighborhood offices. There will be no change in existing savings or loan contracts in effect at Women's Federal. Of course, deposits will remain insured by the FDIC.
 "The fit is ideal because their conservative lending strategies are similar to ours. By focusing almost exclusively on first mortgage, 1-4 family residential lending, Women's Federal has an exceptionally strong loan portfolio. Loan quality is excellent, with a low 0.75 percent ratio of non-performing assets to total assets. That compares very favorably to the national average for all publicly-traded thrifts of 4.22 percent as measured at March 31, 1992."
 Koch said that even though the acquisition will be accounted for as a purchase, Charter One anticipates having no goodwill on its balance sheet as a result of the transaction. Koch also stated that Charter One's tangible equity to total assets ratio would increase from 5.34 percent to 5.58 percent as of June 30, 1992 on a pro forma basis.
 Koch indicated that, even with some restructuring of Women's Federal's balance sheet to conform Women's Federal's asset and liability management practices and interest rate risk exposure to those of Charter One, the transaction is expected to be slightly accretive to earnings in the first year. "Further," he concluded, "in the second year, after we realize the synergistic efficiencies associated with an in-market acquisition, we anticipate adding to net earnings savings of approximately $3 million, or 20 cents per share."
 Lawrence F. Guzowski, president and chief executive officer of Women's Federal, said, "This combination of two strong banks will yield a great many benefits for our customers. Because Charter One is also consumer-oriented, customers of Women's Federal will have access to more than 100 banking locations throughout Ohio, including Lake county, an area in which we have established many customer relationships resulting from our successful residential lending program, but where we presently do not have a branch office. They will also be able to select from a wider number of financial products, including boat and car loans, commercial mortgage loans, business loans, seven different checking account programs, telephone bill payer and tax-deferred annuities. Our customers will be the long-term beneficiaries of an expanded menu of services, backed by a financially strong bank."
 Guzowski will remain with Charter One's First Federal Savings Bank in an executive capacity.
 During the approval period, Women's Federal branches will continue business as usual. At the time the transaction is completed, Women's Federal customers will automatically become customers of The First Federal Savings Bank, also an FDIC insured institution.
 The acquisition will be Charter One's fourth in the past 18 months and the 14th since 1980. Completion of the merger is expected early in 1993. At that time, Charter One will have:
 Total assets of $5.1 billion, up 18.6 percent from $4.3 billion.
 103 banking locations, up from 92, in 14 Ohio counties.
 A 7.19 percent share of deposits in Cuyahoga County, up 45 percent.
 Charter One's First Federal subsidiary serves the Greater Cleveland, Akron, Youngstown and Portsmouth markets. It also serves Greater Toledo, where it operates under the name People's Savings. The bank is the largest thrift in Ohio and the 7th largest federally-insured financial institution headquartered in Ohio.
 Significant ratios
 June 30, 1992
 Proforma following Charter One acquisition
 of Women's Federal Savings Bank
 Federal Charter
 Category Women's One
 (percent) (percent)
 Net yield on average
 interest earning assets 3.70 3.25
 Cost of Deposits 5.05 5.21
 One year "Gap" -43.0 -6.1
 "Efficiency ratio"
 Non-interest expense net of
 goodwill as a percentage of
 operating revenues 47.0 57.0
 Non-performing assets to
 total assets 0.75 1.32
 Residental 1-4 family loans as
 a percent of total loans 91.0 69.9
 Core deposits to total deposits 35.0 34.0
 -0- 9/14/92
 /CONTACT: Charles John Koch, Leonard A. Krysinski or James E. Pietrangelo of Charter One Financial, Inc., 216-566-5300; or Lawrence F. Guzowski of Women's Federal Savings Bank, 216-687-8200; or William L. Dupuy of Edward Howard & Co., 216-781-2400, for Charter One Financial, Inc./
 (COFI) CO: Charter One Financial; Women's Federal ST: Ohio IN: FIN SU: TNM


DA -- CL021 -- 9298 09/14/92 16:40 EDT
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