-----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, CCJ2Z7gUkKxYz5zOwm2G02gaiurcqEpjKc7dh2e43eNW+pE6kQybFuLXbFaIJX7q gu4+abLJS+R2U41Hqz6EXQ== /in/edgar/work/20000705/0000898430-00-001973/0000898430-00-001973.txt : 20000920 0000898430-00-001973.hdr.sgml : 20000920 ACCESSION NUMBER: 0000898430-00-001973 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000701 ITEM INFORMATION: FILED AS OF DATE: 20000705 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INDYMAC MORTGAGE HOLDINGS INC CENTRAL INDEX KEY: 0000773468 STANDARD INDUSTRIAL CLASSIFICATION: [6798 ] IRS NUMBER: 953983415 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-08972 FILM NUMBER: 667801 BUSINESS ADDRESS: STREET 1: 155 N LAKE AVE STREET 2: MSN 35 13 CITY: PASADENA STATE: CA ZIP: 91101 BUSINESS PHONE: 8006692300 MAIL ADDRESS: STREET 1: 35 LAKE AVE STREET 2: MSN 35 13 CITY: PASADENA STATE: CA ZIP: 91101 FORMER COMPANY: FORMER CONFORMED NAME: INMC MORTGAGE HOLDINGS INC DATE OF NAME CHANGE: 19970813 FORMER COMPANY: FORMER CONFORMED NAME: CWM MORTGAGE HOLDINGS INC DATE OF NAME CHANGE: 19941025 FORMER COMPANY: FORMER CONFORMED NAME: COUNTRYWIDE MORTGAGE INVESTMENTS INC /DE DATE OF NAME CHANGE: 19920703 8-K 1 0001.txt FORM 8-K 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): July 1, 2000 ------------ INDYMAC BANCORP, INC. (formerly known as IndyMac Mortgage Holdings, Inc.) --------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 1-08972 95-3983415 --------------- ------------ ------------------- (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation) 155 North Lake Avenue, Pasadena, California 91101 ----------------------------------------------------------- (Address, including zip code, of principal executive office) (800) 669-2300 ----------------------------------------------------------- (Registrant's telephone number, including area code) Item 5. Other Events. - ------ ------------ On July 1, 2000, IndyMac Mortgage Holdings, Inc. acquired SGV Bancorp, Inc. ("SGV"), by means of the merger of IndyMac Merger Subsidiary, Inc., a newly-formed wholly-owned subsidiary of IndyMac Mortgage Holdings, Inc. ("Merger Sub") with and into SGV (the "Merger"). The Merger was consummated pursuant to the terms of the Amended and Restated Agreement and Plan of Merger by and between SGV and IndyMac Mortgage Holdings, Inc., dated as of July 12, 1999, and amended and restated as of October 25, 1999. In connection with the Merger, IndyMac Mortgage Holdings, Inc. changed its name to IndyMac Bancorp, Inc. ("IndyMac"). As a result of the Merger, SGV's thrift subsidiary, First Federal Savings and Loan Association of San Gabriel Valley, became a wholly-owned second-tier subsidiary of IndyMac and changed its name to IndyMac Bank, F.S.B. ("IndyMac Bank"). IndyMac is a Delaware corporation located in Pasadena, California. As of March 31, 2000, IndyMac had total assets of $4.4 billion and stockholders' equity of $855 million. At the effective time of the Merger, SGV had total assets of approximately $490 million, total deposits of approximately $355 million, and stockholders' equity of approximately $35 million, and operated nine branches in Southern California. At the effective time of the Merger, the directors and officers of SGV were replaced by designees of IndyMac. The directors and officers of IndyMac continue to serve in their present capacities. Upon consummation of the Merger, each share of SGV common stock (with certain exclusions) issued and outstanding at the effective time of the Merger was converted into and exchanged for the right to receive a cash payment in the amount of $25.00, without interest (the "Per Share Purchase Price"). In addition, at the effective time of the Merger, all rights with respect to SGV common stock, pursuant to stock options or stock appreciation rights granted by SGV under the existing stock-based equity compensation plans of SGV, which were outstanding at the effective time of the Merger, whether or not exercisable, were cancelled in exchange for an amount in cash equal to the difference (if positive) between the Per Share Purchase Price and the exercise price for each share of SGV common stock to which the option relates. The total amount of cash consideration IndyMac paid to the SGV stockholders in connection with the Merger was approximately $59.5 million. Immediately following the Merger, IndyMac, Inc., a Delaware corporation and a wholly-owned subsidiary of IndyMac was merged with and into SGV and in connection with that merger, SGV changed its name to IndyMac Intermediate Holdings, Inc. ("Intermediate"). In addition, IndyMac has transferred certain of its assets and liabilities to Intermediate and Intermediate has further transferred these assets and liabilities, together with certain other assets and liabilities, to IndyMac Bank. Pending completion of the required notice period with the Federal Deposit Insurance Corporation, IndyMac will complete its reorganization by contributing the stock of all of its subsidiaries, excluding Intermediate, to Intermediate. Intermediate will further contribute the stock of these entities and the stock of the subsidiaries of Intermediate, excluding IndyMac Bank, to IndyMac Bank. As a result of this -2- reorganization, the bulk of the assets and liabilities of IndyMac will be held by IndyMac Bank. A copy of the press release of IndyMac announcing the completion of the Merger is filed as Exhibit 99.1 to this report, and such materials are incorporated herein by reference. -3- SIGNATURE --------- 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. INDYMAC BANCORP, INC. (Registrant) (formerly known as IndyMac Mortgage Holdings, Inc.) By: /s/ Richard L. Sommers ------------------------------- Richard L. Sommers Executive Vice President and General Counsel Date: July 5, 2000 -4- INDEX TO EXHIBITS ----------------- Sequential Exhibit Page No. ------- ---------- 99.1 Press Release......................... EX-99.1 2 0002.txt PRESS RELEASE EXHIBIT 99.1 ------------ FOR IMMEDIATE RELEASE INVESTOR AND MEDIA CONTACT: Pamela Marsh (626) 535-8465 INDYMAC COMPLETES ACQUISITON OF SGV BANCORP - Now Among the Largest California Consumer Depository Institutions - - Projected EPS Growth in Excess of 30% - PASADENA, CA - July 3, 2000 - IndyMac Bancorp, Inc. (formerly known as IndyMac Mortgage Holdings, Inc.) (NYSE: NDE) ("IndyMac") today announced the completion of its acquisition of SGV Bancorp, Inc. (Nasdaq: SGVB) ("SGVB") in a cash purchase transaction for $25 per share and a total final purchase price of $59.5 million. SGVB was the parent of First Federal Savings and Loan Association of San Gabriel Valley (the "Thrift"). The acquisition represents the culmination of IndyMac's transition to a growth oriented, technology driven consumer depository institution. Substantially all of the assets and operations of IndyMac and its subsidiaries are being contributed into the Thrift, which is now a wholly owned subsidiary of IndyMac and which will now be known as IndyMac Bank. With nearly $5 billion in assets, IndyMac Bank is the ninth largest consumer depository institution (in terms of assets) headquartered in California. The completion of the acquisition substantially strengthens IndyMac's liquidity and capital base. IndyMac has liquidity of approximately $500 million and, on a consolidated basis, $415 million of capital in excess of regulatory requirements. IndyMac plans to use its excess capital and strong liquidity position to continue its share repurchase program and projects that it will be able to repurchase over $400 million of its stock over the next three years. IndyMac has already repurchased $133 million of its stock since inception of its share repurchase program last year. The Company estimates that the combination of its growth plans and share repurchase program provide ### the ability to generate EPS growth in excess of 30 percent per year over the next several years and approximately 15 percent annual growth thereafter. The current board of directors of IndyMac will also serve as the board of directors of IndyMac Bank. In addition, IndyMac has appointed Senator John Seymour (ret.) to serve on the board of directors of IndyMac Bank as an independent director. Senator Seymour, age 62, served in the United States Senate from January 1991 to November 1992. He currently serves as Chief Executive Officer of Southern California Housing Development, a non-profit corporation that owns and manages approximately 3,300 affordable apartments throughout Southern California and he also serves on the Board of Directors of Orange Coast Title Insurance Company. He has over 20 years of experience in the real estate industry and served as president of the California Association of Realtors in 1980. Senator Seymour also served as a California State Senator for eight years. He is a graduate of the University of California, Los Angeles and served four years in the U.S. Marine Corps. **** IndyMac is one of the leading nearly "pure play" Internet banks in the country. With nearly $5 billion in assets and a market cap of approximately $1 billion, IndyMac is a highly scalable consumer financial institution with an industry leading asset generation franchise predominantly over the Web. Through its branchless, technology-based infrastructure, IndyMac generates approximately $8 billion in annualized loan production. IndyMac's management is committed to delivering superior returns and increasing shareholder value. IndyMac's total return to shareholders for the period 1993 to present under its current management team has outperformed the comparable returns for the S&P 500 and Dow Jones Industrial Average for the same period. Management's goal is to continue to outperform these indices with projected EPS growth of more than 30% per year for the next several years. For more information about IndyMac and its affiliates, or to subscribe to the Company's Email alerts for instant notification on company news and events, please visit our Web site at www.indymacbank.com. ------------------- ### FORWARD-LOOKING STATEMENTS Certain statements contained in this press release may be deemed to be forward- looking statements within the meaning of the federal securities laws. The words "believe," "expect," "forecast," "anticipate," "estimate," "project," "plan," and similar expressions identify forward-looking statements that are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified. Actual results and the timing of certain events could differ materially from those projected in or contemplated by the forward-looking statements due to a number of factors, including the effect of economic and market conditions; the level and volatility of interest rates; the actions undertaken by both current and potential new competitors; the availability of funds from the Company's lenders to fund future mortgage loan originations or portfolio investments; the execution of the Company's growth plans related to the consumer banking operation; and other risk factors outlined in the reports that IndyMac files with the Securities and Exchange Commission, including its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and its reports on Form 8-K. ### -----END PRIVACY-ENHANCED MESSAGE-----