-----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, B/SSfUOjXCPJaYorXxVVfvQnKN2WVNQyeDJoY3xKGegacRFliVxn2UUwyZ/H6cGF M3ng9ruQO/JOyNl10kHwzA== 0000912057-96-011948.txt : 19960613 0000912057-96-011948.hdr.sgml : 19960613 ACCESSION NUMBER: 0000912057-96-011948 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960523 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960610 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: NHS FINANCIAL INC CENTRAL INDEX KEY: 0001003084 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 680359326 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-27124 FILM NUMBER: 96578803 BUSINESS ADDRESS: STREET 1: 1050 FOURTH STREET CITY: SAN RAFAEL STATE: CA ZIP: 94901 FORMER COMPANY: FORMER CONFORMED NAME: NEW HORIZONS SAVINGS & LOAN ASSOCIATION DATE OF NAME CHANGE: 19960516 8-K 1 8-K UNITED STATES 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): MAY 23, 1996 COMMISSION FILE NUMBER: 0-27124 NHS FINANCIAL, INC. (Exact name of registrant as specified in its charter) California 68-0359326 ---------- ---------- (State of incorporation) (I.R.S Employer Identification Number) 1050 Fourth Street San Rafael, California 94901 ---------------------- ----- (Address of principal executive office) (Zip Code) Registrant's telephone number: (415) 257-3761 Item 5. Other Events The Company issued a news release on May 23, 1996, which reads in part as follows: "San Rafael, CA - May 23, 1996 - NHS Financial, Inc., the parent of New Horizons Savings and Loan Association has agreed to be acquired by Luther Burbank Savings. Luther Burbank, which is headquartered in Santa Rosa, is a privately held institution. Both corporations have signed a definitive agreement to merge, through which the acquisition will be completed." The full text of the news release is attached as Exhibit 20.1. Item 7. Financial Statements and Exhibits EXHIBIT NUMBER - -------------- 20.1 NHS Financial, Inc. - News Release dated May 23, 1996 SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. NHS FINANCIAL, INC. (Registrant) Date: June 10, 1996 /s/ JAMES W. BARNETT ------------------------------------------------- JAMES W. BARNETT President and Chief Executive Officer Dated: June 10, 1996 /s/ ALBERT J. THOMSON ------------------------------------------------- ALBERT J. THOMSON Senior Vice President and Chief Financial Officer Dated: June 10, 1996 /s/ JARED L. BOOK ------------------------------------------------- JARED L. BOOK Vice President and Chief Accounting Officer 2 EX-20.1 2 EXHIBIT 20.1 EXHIBIT 20.1 [LETTERHEAD] NEWS RELEASE - -------------------------------------------------------------------------------- CONTACTS: JAMES W. BARNETT GEORGE MANCINI Chairman and CEO President NHS Financial, Inc. Luther Burbank Savings 415-257-3781 707-578-9216 NHS FINANCIAL AND LUTHER BURBANK SIGN DEFINITIVE AGREEMENT SAN RAFAEL, CA - May 23, 1996 - NHS Financial (NASDAQ:NHSL), the parent of New Horizons Savings and Loan Association has agreed to be acquired by Luther Burbank Savings. Luther Burbank, which is headquartered in Santa Rosa, is a privately held institution. Both corporations have signed a definitive agreement to merge, through which the acquisition will be completed. Under the terms of the agreement, Luther Burbank will pay a total cash consideration of approximately $29.7 million or $11.50 per share to the shareholders of NHS Financial. The proposed merger, which is subject to approval by the shareholders of both corporation as well as regulators, is expected to close at the end of the third quarter of 1996. In connection with the merger, New Horizon has granted Luther Burbank an option to purchase newly issued shares, giving Luther Burbank 19.9% ownership of NHS Financial. This option would be triggered should NHS Financial accept an offer to be acquired at a higher price. "New Horizons and Luther Burbank share similar growth goals, market niches, and business philosophies. Both operations focus on custom construction and residential real estate loans in the North Bay. Our combined operations will broaden lending capacity to the communities we serve," stated James W. Barnett, President and CEO of New Horizons. "The merger will strengthen our community oriented thrifts. The resulting institution will be capable of offering even greater service to the communities in Marin and Sonoma counties," stated George Mancini, President of Luther Burbank Savings. In August of 1994, the two institutions had agreed, in principle, to a merger in the fall of 1994. Both sides were forced to abandon negotiations, when rapidly rising interest rates put Luther's financing in jeopardy. Luther Burbank has $430 million in assets and operates one branch in Santa Rosa. New Horizons Savings and Loan, headquartered in Marin County, has $285 million in assets and operates three branches in San Rafael, Mill Valley and Novato. The core of New Horizon's business is providing customized loans for homes and for home construction. Yesterday, May 22, 1996, the company's stock closed the trading day at $9.50 per share. -0- -----END PRIVACY-ENHANCED MESSAGE-----