-----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, QIPEJrcBqnegPibV4mxnvovE1wV6e0MYXmFDIgykk+zD9jG3nf2A/oezOisAFNyk ka1ZkiE0QRADw7sFMkDzGg== 0000898822-98-000085.txt : 19980119 0000898822-98-000085.hdr.sgml : 19980119 ACCESSION NUMBER: 0000898822-98-000085 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19980102 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980116 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICA FIRST FINANCIAL FUND 1987-A LIMITED PARTNERSHIP CENTRAL INDEX KEY: 0000818789 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 470713310 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-16918 FILM NUMBER: 98508361 BUSINESS ADDRESS: STREET 1: 950 TOWER LANE SUITE 600 CITY: FOSTER CITY STATE: CA ZIP: 94404 BUSINESS PHONE: 4153586394 MAIL ADDRESS: STREET 2: 950 TOWER LANE SUITE 600 CITY: FOSTER CITY STATE: CA ZIP: 94404 8-K 1 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 January 2, 1998 Date of Report (Date of earliest event reported) AMERICA FIRST FINANCIAL FUND 1987-A LIMITED PARTNERSHIP (Exact name of registrant as specified in Charter) DELAWARE 0-16918 47-0713310 (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation) 1004 Farnam Street, Omaha, Nebraska 68102 (Address of principal executive offices) (Zip Code) (402) 444-1630 (Registrant's telephone number, including area code) ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS The information set forth under Item 5, below, is incorporated by reference herein in its entirety. ITEM 5. OTHER EVENTS On January 2, 1998, America First Eureka Holdings, Inc. (the "Company"), a Delaware corporation and a wholly owned subsidiary of America First Financial Fund 1987-A Lim- ited Partnership (the "Partnership"), a Delaware limited partnership, was merged with and into Bay View Capital Corpo- ration, a Delaware corporation ("Bay View"), pursuant to the Agreement and Plan of Merger, dated as of May 8, 1997, by and among the Company, the Partnership, America First Capital As- sociates Limited Partnership Five (the general partner of the Partnership) and Bay View. In the merger, the Partnership received $90 million and 8,076,923 shares of common stock of Bay View. On January 2, 1998, the Partnership distributed (i) approximately $70.4 million and 6,839,539 shares of Bay View common stock to its BUC Holders and (ii) $ 12.3 million and 1,237,384 shares of Bay View common stock to its general partner. The Partnership paid $10.0 million, and EurekaBank paid approximately $11.5, to the Federal Deposit Insurance Corporation (the "FDIC") to redeem preferred stock of Eureka- Bank held by the FDIC and in satisfaction of certain contrac- tual obligations of the Partnership and its subsidiaries. A copy of a press release dated January 2, 1997 an- nouncing completion of the merger and the making of the dis- tribution is filed as Exhibit 99.1 hereto and is incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (b) Pro Forma Financial Information. The required pro forma financial information is filed as Exhibit 99.2 hereto and is incorporated herein by reference. -2- (c) Exhibits. The following exhibits are filed with this report: Exhibit No. Description 99.1 Press Release dated January 2, 1998. 99.2 Pro Forma Financial Statements -3- SIGNATURE Pursuant to the requirements of the Securities Ex- change Act of 1934, the Registrant has duly caused this re- port to be signed on its behalf by the undersigned hereunto duly authorized. AMERICA FIRST FINANCIAL FUND 1987-A LIMITED PARTNERSHIP By: America First Capital As- sociates Limited Partnership Five, General Partner of the Registrant By: AFCA-5 Management Corpora- tion, General Partner of America First Capital As- sociates Limited Partnership Five Dated: January 16, 1998 By: \s\ George H. Krauss George H. Krauss Chairman of the Board of Directors and Secretary EXHIBIT INDEX Exhibits. 99.1 Press Release dated January 2, 1998. 99.2 Pro Forma Financial Statements EX-99 2 EX-99.1 PRESS RELEASE Exhibit 99.1 Bay View Capital Corp. Completes its Acquisition of America First Eureka Holdings Inc. and EurekaBank January 2, 1998 SAN MATEO, Calif.--(BUSINESS WIRE)--Jan. 2, 1998--Bay View Capital Corp. (NASDAQ:BVCC) ("the Company") today announced the completion of its acquisition of America First Eureka Holdings Inc. ("AFEH") and its wholly owned subsidiary, EurekaBank. Pursuant to the merger agreement, the company today delivered $90 million in cash and 8,076,923 shares of the company's common stock to America First Financial Fund 1987-A ("AFFF"), the sole shareholder of AFEH. The number of shares issued was based on the average value of the company's stock for the 20 full trading days ending on the fifth business day prior the merger closing date, not to exceed $26 per share. Based on the average value of $34.3031 during this period, the number of shares was determined by dividing the $210 million stock portion of the purchase price by $26 per share. Edward H. Sondker, the company's President and Chief Executive Officer, stated: "This is a significant milestone for our company, now the largest deposit franchise of any financial institution operating exclusively in the BAY Area. We welcome our many new customers, employees and shareholders and promise to remain committed to enhancing shareholder value." EurekaBank Integration The company also announced that EurekaBank will initially operate under its own name. The company anticipates that by May 31, 1998, the systems and products of EurekaBank and Bay View Bank will be fully integrated at which time all EurekaBank branches will convert to Bay View Bank branches. Goodwill Generated From Merger Based on the closing share price of the company's common stock on Dec. 31, 1997, of $36.25 per share, this transaction is valued at approximately $383 million. The company originally estimated and disclosed that the goodwill generated from this merger, accounted for under the purchase method of accounting, would approximate $112 million. The company also disclosed that no additional goodwill would be created to the extent the average value of the company's stock exceeded $26 per share. The company is currently in the process of evaluating the fair value of the assets acquired and liabilities assumed today to determine the final goodwill amount. AFFF Distribution AFFF will make a liquidating distribution of all of the company's stock and cash held by AFFF to the general and limited partners of AFFF in accordance with their interest in AFFF. Beneficial Unit Certificate ("BUC") holders of record on Jan. 2, 1998, will receive cash in the amount of $11.3553 and 1.137915 shares of Bay View Capital Corp. common stock for each BUC. The distribution will occur on or about Jan. 5, 1998. BUC holders will receive cash in lieu of any fractional shares of Bay View Capital Corp. common stock that they would otherwise receive in the distribution. The shares of Bay View Capital Corp. common stock issued in conjunction with the transaction will trade on a when-issued basis effective today under the NASDAQ symbol BVCCV until the shares have been distributed. As disclosed in the proxy material, there will be a $2.1 million reserve maintained by AFFF for partnership wind-up expenses. After Jan. 2, 1998, the BUCs will cease trading on NASDAQ. AFFF, however, will not be liquidated until sometime later in the first quarter of 1998. At that time, after all the final expenses have been accounted for, there will be a final distribution of cash made to all BUC holders. While it is impossible to determine the exact amount of the cash distribution at this time, the current estimate of this final distribution is approximately $0.15 per BUC. Bay View Capital Corp. is a diversified financial services holding company for Bay View Bank, including EurekaBank, Bay View Credit (formerly California Thrift & Loan), Ultra Funding Inc. And Concord Growth Corp. EX-99 3 EX-99.2 PRO FORMA Exhibit 99.2 AMERICA FIRST FINANCIAL FUND 1987-A LIMITED PARTNERSHIP AND SUBSIDIARY PRO FORMA FINANCIAL INFORMATION (unaudited) On January 2, 1998 the Partnership disposed of its investment in America First Eureka Holdings, Inc. for $80 million cash and 8,076,923 shares of Bay View Capital Corporation stock resulting in a gain to the Partnership of approximately $192.5 million. Simultaneously, the Partnership distributed $80.6 million cash and the 8,076,923 shares of Bay View stock to the General Partner and Beneficial Unit Certificate (BUC) Holders. BUC Holders received $68.3 million cash and 6,839,539 shares of Bay View stock and the General Partner received $12.3 million cash and 1,237,384 shares of Bay View stock. The pro forma balance sheet of the Partnership has been prepared as if the disposition of America First Eureka Holdings, Inc. and the resulting distribution of sale proceeds occurred on September 30, 1997. The pro forma statements of operations of the Partnership for the year ended December 31, 1996 and for the nine months ended September 30, 1997, assume that the disposition and resulting distribution occurred on January 1, 1996. Subsequent to the disposition and resulting distribution, $2.1 million of cash remains in the Partnership. Any cash remaining after the payment of liquidation expenses will be distributed to the BUC Holders and General Partner upon termination of the Partnership. These pro forma financial statements do not purport to represent what the Partnership's financial position or results of operations would actually have been if the disposition in fact had occurred on such dates or at the beginning of such periods or the Partnership's financial position or results of operation for any future date or period. AMERICA FIRST FINANCIAL FUND 1987-A LIMITED PARTNERSHIP AND SUBSIDIARY PRO FORMA BALANCE SHEET September 30, 1997 (dollars in thousands) (unaudited) Pro Forma Pro Historical Adjustments Forma ---------------------------------- Assets Cash and amounts due from depository institutions 39,249 (37,149) 2,100 Federal funds sold 24,900 (24,900) 0 Securities purchased under agreements to resell 38,415 (38,415) 0 Mortgage-backed securities, net Held to maturity 506,779 (506,779) 0 Available-for-sale 41,285 (41,285) 0 Loans receivable, net 1,524,335 (1,524,335) 0 Loans held for sale 1,551 (1,551) 0 Accrued interest receivable 12,834 (12,834) 0 Premises and equipment, net 8,394 (8,394) 0 Federal Home Loan Bank stock, at cost 20,236 (20,236) 0 Real estate held for sale or investment, net 1,328 (1,328) 0 Real estate owned, net 1,958 (1,958) 0 Deferred tax assets, net 22,053 (22,053) 0 Other assets 7,200 (4,755) 2,445 ---------------------------------- Total Assets 2,250,517 (2,245,972) 4,545 ================================== Liabilities and Partners' Capital Customer deposits 1,965,961 (1,965,961) 0 Other borrowings 68,481 (68,481) 0 Distributions payable 2,437 2,437 Other liabilities and accrued expenses 16,217 (16,102) 115 ---------------------------------- Total Liabilities 2,053,096 (2,050,544) 2,552 ---------------------------------- Pro Forma Pro Historical Adjustments Forma ---------------------------------- Redeemable Preferred Stock 9,153 (9,153) 0 Partners' Capital General Partner 11,520 (11,022) 498 Beneficial Unit Certificate (BUC) Holders 6,010,589 BUCs authorized, issued and outstanding 176,748 (175,253) 1,495 ---------------------------------- Total Partners' Capital 188,268 (186,275) 1,993 ---------------------------------- ---------------------------------- Total Liabilities and Partners Capital 2,250,517 (2,245,972) 4,545 ================================== BUC Holders capital per BUC 29.41 (29.16) 0.25 ================================== AMERICA FIRST FINANCIAL FUND 1987-A LIMITED PARTNERSHIP AND SUBSIDIARY PRO FORMA STATEMENTS OF OPERATIONS For the Nine Months Ended September 30, 1997 (dollars in thousands except per BUC amounts) (unaudited) Pro Forma Pro Historical Adjustments Forma ---------------------------------- Interest Income Interest and fees on loans 83,408 (83,408) 0 Interest on mortgage-backed securities 32,117 (32,117) 0 Interest and dividends on investment 2,298 (2,181) 117 ---------------------------------- Total interest income 117,823 (117,706) 117 ---------------------------------- Interest expense Interest on deposits 66,375 (66,375) 0 Interest on borrowings 3,928 (3,928) 0 Preferred Stock accretion 1,405 (1,405) 0 ---------------------------------- Total interest expense 71,708 (71,708) 0 ---------------------------------- Net interest income before provision for loan losses 46,115 (45,998) 117 Provision for loan losses 752 (752) 0 ---------------------------------- Net interest income after provision for loan losses 45,363 (45,246) 117 ---------------------------------- Non-interest income Deposit related fees 1,399 (1,399) 0 Loan related fees 906 (906) 0 Gain on disposition of loans, net 234 (234) 0 Other income 5,090 (5,090) 0 ---------------------------------- Total non-interest income 7,629 (7,629) 0 ---------------------------------- Pro Forma Pro Historical Adjustments Forma ---------------------------------- Non-interest expense Compensation and benefits 18,371 (18,208) 163 Occupancy and equipment 5,934 (5,934) 0 FDIC premiums and special assessments 1,151 (1,151) 0 Professional services 1,455 (1,448) 7 Advertising and promotion 883 (883) 0 Provision for loss (recovery) on interest rate exchange agreements 17 (17) 0 Other expense 6,427 (6,267) 160 ---------------------------------- Total non-interest expense 34,238 (33,908) 330 ---------------------------------- Income (loss) before income taxes 18,754 (18,967) (213) Provision for income taxes (960) 960 0 Income tax benefit 0 0 0 ---------------------------------- Net income (loss) 17,794 (18,007) (213) ================================== Net income (loss) per BUC 2.56 (2.59) (0.03) ================================== Number of BUCs outstanding 6,010,589 6,010,589 6,010,589 =================================== AMERICA FIRST FINANCIAL FUND 1987-A LIMITED PARTNERSHIP AND SUBSIDIARY PRO FORMA STATEMENTS OF OPERATIONS For the Year Ended December 31, 1996 (dollars in thousands except per BUC amounts) (unaudited) Pro Forma Pro Historical Adjustments Forma ---------------------------------- Interest Income Interest and fees on loans 107,157 (107,1570 0 Interest on mortgage-backed securities 50,161 (50,161) 0 Interest and dividends on investment 4,680 (4,565) 115 ---------------------------------- Total interest income 161,998 (161,883) 115 ---------------------------------- Interest expense Interest on deposits 81,982 (81,982) 0 Interest on borrowings 19,689 (19,689) 0 Preferred Stock accretion 0 0 0 ---------------------------------- Total interest expense 101,671 (101,671) 0 ---------------------------------- Net interest income before provision for loan losses 60,327 (60,212) 115 Provision for loan losses 965 (965) 0 ---------------------------------- Net interest income after provision for loan losses 59,362 (59,247) 115 ---------------------------------- Non-interest income Deposit related fees 1,900 (1,900) 0 Loan related fees 1,379 (1,379) 0 Gain on disposition of loans, net 307 (307) 0 Other income 4,814 (4,814) 0 ---------------------------------- Total non-interest income 8,400 (8,400) 0 ---------------------------------- Pro Forma Pro Historical Adjustments Forma ---------------------------------- Non-interest expense Compensation and benefits 21,767 (21,550) 217 Occupancy and equipment 8,349 (8,349) 0 FDIC premiums and special assessments 15,089 (15,089) 0 Professional services 1,385 (1,380) 5 Advertising and promotion 1,107 (1,107) 0 Provision for loss (recovery) on interest rate exchange agreements (332) 332 0 Other expense 9,855 (9,656) 199 ---------------------------------- Total non-interest expense 57,220 (56,799) 421 ---------------------------------- Income (loss) before income taxes 10,542 (10,848) (306) Provision for income taxes 0 0 0 Income tax benefit 20,870 (20,870) 0 ---------------------------------- Net income (loss) 31,412 (31,718) (306) ================================== Net income (loss) per BUC 4.48 (4.52) (0.04) ================================== Number of BUCs outstanding 6,010,589 6,010,589 6,010,589 =================================== -----END PRIVACY-ENHANCED MESSAGE-----