-----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, BEb9v/u4PN8XiLA4IoY2g3V7D0VyscVb9UfDVrhf6mj14iUWb3FrJaZALZHN6ZPj pj7+cFPwzYHw2oiPV37fEw== 0000898430-97-001077.txt : 19970321 0000898430-97-001077.hdr.sgml : 19970321 ACCESSION NUMBER: 0000898430-97-001077 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19970319 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970320 SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: AHMANSON H F & CO /DE/ CENTRAL INDEX KEY: 0000771667 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 950479700 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08930 FILM NUMBER: 97560199 BUSINESS ADDRESS: STREET 1: 4900 RIVERGRADE RD CITY: IRWINDALE STATE: CA ZIP: 91706 BUSINESS PHONE: 8189606311 8-K 1 FORM 8-K DATED 3/19/97 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): March 19, 1997 -------------- H. F. Ahmanson & Company -------------------------------------------------- (Exact name of registrant as specified in charter) Delaware 1-8930 95-0479700 - ------------------------------- ---------------- ------------------- (State or other jurisdiction of (Commission File (IRS Employer incorporation) Number) Identification No.) 4900 Rivergrade Road, Irwindale, California 91706 ------------------------------------------- ---------- (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code (818) 960-6311 -------------- Not applicable ------------------------------------------------------------- (Former name or former address, if changed since last report) ITEM 5. OTHER EVENTS. On March 19, 1997, H. F. Ahmanson & Company (the "Company"), executed two Purchase Agreements with Bear, Stearns & Co., Inc. and Credit Suisse First Boston Corporation, respectively, each relating to the issuance of $40,000,000 in aggregate principal amount of the Company's Medium-Term Notes, Series A, due March 24, 1998 and bearing interest at a fixed rate of 6.15% per annum (the "Notes"). The Notes were previously registered by the Company on a Registration Statement on Form S-3 (Registration No. 33-57395). Attached to this report as an exhibit for filing with the Securities and Exchange Commission is a final copy of each executed Purchase Agreement. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) EXHIBITS 1.1 Purchase Agreement, dated March 19, 1997, relating to Medium-Term Notes, Series A, by and between H. F. Ahmanson & Company and Bear, Stearns & Co., Inc. 1.2 Purchase Agreement, dated March 19, 1997, relating to Medium-Term Notes, Series A, by and between H.F. Ahmanson & Company and Credit Suisse First Boston Corporation. -2- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: March 19, 1997 H. F. AHMANSON & COMPANY /s/ Tim S. Glassett ------------------------ By: Tim S. Glassett First Vice President and Assistant General Counsel EXHIBIT INDEX EXHIBIT SEQUENTIALLY NO. DESCRIPTION NUMBERED PAGE - ------- ----------- ------------- 1.1 Purchase Agreement, dated March 19, 1997, relating to Medium-Term Notes, Series A, by and between H. F. Ahmanson & Company and Bear, Stearns & Co. Inc. 1.2 Purchase Agreement, dated March 19, 1997, relating to Medium-Term Notes, Series A, by and between H. F. Ahmanson & Company and Credit Suisse First Boston Corporation EX-1.1 2 PURCHASE AGREEMENT EXHIBIT 1.1 PURCHASE AGREEMENT H. F. AHMANSON & COMPANY March 19, 1997 4900 Rivergrade Road Irwindale, California 91607 Attention: Chief Financial Officer The undersigned agrees to purchase the following principal amount of the Notes described in the Distribution Agreement dated April 4, 1995 (as it may be supplemented or amended from time to time, the "Distribution Agreement"): PRINCIPAL AMOUNT: $40,000,000 INTEREST RATE: 6.15% STATED MATURITY: MARCH 24, 1998 INTEREST PAYMENT DATES: June 15, 1997 and December 15, 1997 REGULAR RECORD DATES: May 31, 1997 and November 30, 1997 PRICE TO PUBLIC Varying prices related to prevailing market prices at the time of sale. DISCOUNT: .125% of Principal Amount (Concession: .125% of Principal Amount, Reallowance: 0% of Principal Amount) AGGREGATE PRICE TO BE PAID TO COMPANY (IN IMMEDIATELY AVAILABLE FUNDS): $39,950,000 SETTLEMENT DATE: March 24, 1997 Terms defined in the Prospectus relating to the Notes and in the Distribution Agreement shall have the same meaning when used herein. Our obligation to purchase Notes hereunder is subject to the continued accuracy of your representations and warranties contained in the Distribution Agreement and to your performance and observance of all applicable covenants and agreements contained therein, including, without limitation, your obligations pursuant to Section 7 thereof. Our obligation hereunder is subject to the further condition that we shall receive the certificate required to be delivered pursuant to Section 5(f) of the Distribution Agreement. In further consideration of our agreement hereunder, you agree that between the date hereof and the above Settlement Date, you will not, without our prior consent, offer or sell, or enter into any agreement to sell, any debt securities substantially similar to the Notes to be sold hereby, other than the Notes, which are to be sold hereby and commercial paper, securities sold under agreements to repurchase and borrowings under bank lines of credit in the ordinary course of business. We may terminate this Agreement, immediately upon notice to you, at any time prior to the Settlement Date, if prior thereto there shall have occurred: (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of the Company or its subsidiaries which, in our judgment, materially impairs the investment quality of the Notes; (ii) any downgrading in the rating of any debt securities or preferred stock of the Company by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Act); (iii) either Standard and Poor's Corporation or Moody's Investors Service, Inc. shall have publicly announced that it has under surveillance or review, with possible negative implications, its ratings of any of the Company's debt securities or preferred stock; (iv) a suspension or material limitation in trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange, or any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market; (v) a general moratorium on commercial banking activities in New York or California declared by either Federal or applicable state authorities; or (vi) the outbreak or escalation of major hostilities involving the United States or the declaration by the United States of a national emergency or war, if the effect of any such event specified in Clauses (i) or (vi) in our judgment makes it impracticable to proceed with the solicitation of offers to purchase Notes or the purchase of Notes from the Company as principal pursuant to this Purchase Agreement, as the case may be, or you are unable to provide the certificate referred to in the second preceding paragraph. In the event of such termination, no party shall have any liability to the other party hereto, except as provided in Sections 4, 7 and 12 of the Distribution Agreement. This Agreement shall be governed by and construed in accordance with the laws of New York. BEAR, STEARNS & CO. INC. By: ---------------------- ACCEPTED H. F. AHMANSON & COMPANY By: ------------------------ EX-1.2 3 PURCHASE AGREEMENT EXHIBIT 1.2 PURCHASE AGREEMENT H. F. AHMANSON & COMPANY March 19, 1997 4900 Rivergrade Road Irwindale, California 91607 Attention: Chief Financial Officer The undersigned agrees to purchase the following principal amount of the Notes described in the Distribution Agreement dated April 4, 1995 (as it may be supplemented or amended from time to time, the ("Distribution Agreement"): PRINCIPAL AMOUNT: $40,000,000 INTEREST RATE: 6.15% STATED MATURITY: March 24, 1998 INTEREST PAYMENT DATES: June 15, 1997 and December 15, 1997 REGULAR RECORD DATES: May 31, 1997 and November 30, 1997 PRICE TO PUBLIC Varying prices related to prevailing market prices at the time of resale DISCOUNT: .125% of Principal Amount (Concession: .125% of Principal Amount, Reallowance: 0% of Principal Amount) AGGREGATE PRICE TO BE PAID TO COMPANY (IN IMMEDIATELY AVAILABLE FUNDS): $39,950,000 SETTLEMENT DATE: March 24, 1997 Terms defined in the Prospectus relating to the Notes and in the Distribution Agreement shall have the same meaning when used herein. Our obligation to purchase Notes hereunder is subject to the continued accuracy of your representations and warranties contained in the Distribution Agreement and to your performance and observance of all applicable covenants and agreements contained therein, including, without limitation, your obligations pursuant to Section 7 thereof. Our obligation hereunder is subject to the further condition that we shall receive the certificate required to be delivered pursuant to Section 5(f) of the Distribution Agreement. In further consideration of our agreement hereunder, you agree that between the date hereof and the above Settlement Date, you will not, without our prior consent, offer or sell, or enter into any agreement to sell, any debt securities substantially similar to the Notes to be sold hereby, other than the Notes which are to be sold hereby and commercial paper, securities sold under agreements to repurchase and borrowings under bank lines of credit in the ordinary course of business. We may terminate this Agreement, immediately upon notice to you, at any time prior to the Settlement Date, if prior thereto there shall have occurred: (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of the Company or its subsidiaries which, in our judgment, materially impairs the investment quality of the Notes; (ii) any downgrading in the rating of any debt securities or preferred stock of the Company by any "Nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Act); (iii) either Standard and Poor's Corporation or Moody's Investors Service, Inc. shall have publicly announced that it has under surveillance or review, with possible negative implications, its ratings of any of the Company's debt securities or preferred stock; (iv) a suspension or material limitation in trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange, or any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market; (v) a general moratorium on commercial banking activities in New York or California declared by either Federal or applicable state authorities; or (vi) the outbreak of escalation of major hostilities involving the United States or the declaration by the United States of a national emergency or war, if the effect of any such event specified in Clauses (i) or (vi) in our judgment makes it impracticable to proceed with the solicitation of offers to purchase Notes or the purchase of Notes from the Company as principal pursuant to this Purchase Agreement, as the case may be, or you are unable to provide the certificate referred to in the second preceding paragraph. In the event of such termination, no party shall have any liability to the other party hereto, except as provided in Sections 4, 7 and 12 of the Distribution Agreement. This Agreement shall be governed by and construed in accordance with the laws of New York. CREDIT SUISSE FIRST BOSTON CORPORATION By: ----------------------- ACCEPTED H. F. AHMANSON & COMPANY By: -------------------- 2 -----END PRIVACY-ENHANCED MESSAGE-----