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 TROY, Mich., July 27 /PRNewswire/ -- Thomas R. Ricketts, chairman, president and chief executive officer of Standard Federal Bank, and E.G. Wilkinson Jr., president and chief executive officer of Heritage Bankcorp, Inc., announced today the execution of a definitive agreement under the terms of which Standard Federal Bank intends to acquire Heritage Bankcorp, Inc., for a purchase price of $33.25 per share in cash.
 The acquisition is subject to regulatory approval from the Office of Thrift Supervision (the "OTS") and approval by the shareholders of Heritage. Application for OTS approval is expected to be made within the next week or so, and acted upon by the OTS within 90 days thereafter. The approval of Heritage shareholders will be sought and a closing of the transaction will be scheduled within 30 to 60 days after receipt of OTS approval.
 Heritage has 3,361,245 shares of common stock, including unexercised stock options. At the purchase price of $33.25 per share, the entire transaction, including payments to be made with respect to outstanding stock options issued by Heritage, has a value of $110.7 million. Heritage has also granted Standard Federal an option to purchase approximately 643,000 shares of newly issued common stock, subject to certain terms and conditions.
 Heritage (NASDAQ-NMS: HEBC) is a unitary savings and loan holding company organized in 1989. Its principal operating subsidiary is Heritage Federal Savings Bank, an FDIC-insured savings institution founded in 1934. The bank is headquartered in Taylor, Mich., and has 45 full-service offices. Its market area extends from southeastern Michigan northward along the I-75 corridor through Flint and Saginaw to the northern boundary of Michigan's Lower Peninsula. Heritage maintains 20 of its 45 offices in the southern and western portions of Wayne County. At June 30, 1993, it had total assets of $927.7 million, deposits of $788.7 million and stockholders' equity of $65.4 million (i.e., 7.05 percent of assets). Heritage's net income for its fiscal year ended June 30, 1993, totaled $7.0 million, representing a 0.75-percent return on average assets.
 Standard Federal Bank (NYSE: SFB), headquartered in Troy, is an FDIC-insured savings institution. Standard Federal is the Midwest's largest thrift institution. The bank operates a retail franchise of 118 banking centers, seven loan production offices and 200 ATMs located throughout southern Michigan, northern Indiana and northwestern Ohio. At June 30, 1993, the bank had assets of $9.8 billion, deposits of $6.6 billion and stockholders' equity of $656.1 million. Standard closed $1.9 billion in mortgage loans during the first half of 1993. Net income for the six-month period was $54.3 million, representing a 1.12-percent annualized return on average assets.
 Commenting on the proposed transaction, Ricketts stated, "We are very excited at the prospect of having Heritage become part of Standard Federal by early 1994. The acquisition, which is anticipated to be accretive to Standard Federal's 1994 net earnings, will expand our existing branch network in the southeastern Michigan, Flint, and Saginaw areas, and will provide access to new markets in the northern portion of Michigan's Lower Peninsula along the I-75 corridor."
 Wilkinson added, "We look forward to the merger of Heritage with Standard. We believe the transaction is in the best interest of Heritage and its stockholders. The two companies have complementary market areas and very similar operating strategies. Our customers will be well-served by the larger combined company, which will continue Heritage's tradition of providing quality service and products to customers in the communities it serves."
 -0- 7/27/93
 /CONTACT: Joseph E. Krul, senior vice president and chief finacial officer, Standard Federal Bank, 313-637-2530; or Faye M. Tabor, senior vice president and corporate secretary, Heritage Bankcorp, 313-285-1010/

CO: Standard Federal Bank; Heritage Bankcorp, Inc. ST: Michgian IN: FIN SU: TNM

KE-ML -- DE018 -- 6352 07/27/93 15:20 EDT
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Publication:PR Newswire
Date:Jul 27, 1993

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