-----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, OeYLOShqMb4EJTKNnmGufKqdi47hIq4QMW0Bk+m5nH3la0mnnST4mTSh6G7QIeRg KIR1a/Oit5gARd7mzSUpFw== 0001002124-96-000082.txt : 19961204 0001002124-96-000082.hdr.sgml : 19961204 ACCESSION NUMBER: 0001002124-96-000082 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961129 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19961203 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: WASHINGTON FEDERAL INC CENTRAL INDEX KEY: 0000936528 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 911661606 STATE OF INCORPORATION: WA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-25454 FILM NUMBER: 96675134 BUSINESS ADDRESS: STREET 1: 425 PIKE STREET CITY: SEATTLE STATE: WA ZIP: 98101 BUSINESS PHONE: 2066247930 MAIL ADDRESS: STREET 1: 425 PIKE ST CITY: SEATTLE STATE: WA ZIP: 98101 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 NOVEMBER 29, 1996 (Date of earliest event reported) Washington Federal, Inc. (Exact name of registrant as specified in its charter) WASHINGTON 0-25454 91-1661606 (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 425 PIKE STREET, SEATTLE, WASHINGTON 98101 (Address of principal executive offices) (Zip Code) (206) 624-7930 (Registrant's telephone number, including area code) NOT APPLICABLE (Former name, former address and former fiscal year, if changed since last report) Page 1 of 7 pages Exhibit Index appears on page 5. ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS (a) On November 29, 1996, following receipt of all required regulatory and stockholder approvals, Washington Federal, Inc. ("Washington Federal") completed the acquisition of Metropolitan Bancorp ("Metropolitan") pursuant to an Agreement and Plan of Merger, dated as of July 11, 1996 (the "Agreement"). The acquisition was effected by means of the merger of Metropolitan with and into Washington Federal (the "Merger"). Upon consummation of the Merger, each share of common stock, par value $0.01 per share, of Metropolitan ("Metropolitan Common Stock"), outstanding immediately prior thereto was converted into the right to receive .738 shares of Common Stock, par value $1.00 per share, of Washington Federal ("Washington Federal Common Stock"), plus cash in lieu of any fractional share interest. Based on 3,361,077 shares of Metropolitan Common Stock outstanding, a total of 2,480,475 shares of Washington Federal Common Stock are being issued as a result of consummation of the Merger. In addition, pursuant to the terms of an Agreement and Plan of Merger, dated as of July 11, 1996, between Washington Federal Savings and Loan Association, a federally-chartered savings and loan association and wholly- owned subsidiary of Washington Federal ("Washington Savings"), and Metropolitan Federal Savings and Loan Association of Seattle, a federally- chartered savings and loan association and wholly-owned subsidiary of Metropolitan ("Metropolitan Savings"), upon consummation of the Merger, Metropolitan Savings merged with and into Washington Savings. (b) The physical property acquired in connection with the acquisition of Metropolitan was used by Metropolitan in the conduct of its business as a thrift holding company. Washington Federal intends to continue such use. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (a) The following audited consolidated financial statements of Metropolitan were previously filed by Washington Federal in its Registration Statement on Form S-4 (File No. 333-10737) by incorporation by reference to the Report on Form 10-K for the year ended March 31, 1996 filed by Metropolitan with the Securities and Exchange Commission: Consolidated Balance Sheets - March 31, 1996 and 1995 Consolidated Statements of Income - Years ended March 31, 1996, 1995 and 1994 Consolidated Statements of Changes in Stockholders' Equity - Years ended March 31, 1996, 1995 and 1994 Consolidated Statements of Cash Flows - Years ended March 31, 1996, 1995 and 1994 Notes to Consolidated Financial Statements The following unaudited consolidated financial statements of Metropolitan were previously filed by Washington Federal in its Registration Statement on Form S-4 (File No. 333-10737) by incorporation by reference to the Report on Form 10-Q for the three months ended June 30, 1996 filed by Metropolitan with the Securities and Exchange Commission: Consolidated Balance Sheets - June 30 and March 31, 1996 Consolidated Statements of Income - Three months ended June 30, 1996 Consolidated Statements of Changes in Stockholders' Equity - Three months ended June 30, 1996 Consolidated Statements of Cash Flows - Three months ended June 30, 1996 Notes to Consolidated Financial Statements (b) Pro forma information was previously filed by Washington Federal in its Registration Statement on Form S-4 (File No. 333-10737) under "Pro Forma Combined Consolidated Financial Information" contained in the Prospectus/Proxy Statement, dated September 23, 1996, filed with the Securities and Exchange Commission. (c) The following exhibits are filed with or are incorporated by reference in this Current Report on Form 8-K: EXHIBIT NUMBER DESCRIPTION 2(a) Agreement and Plan of Merger, dated as of July 11, 1996, between Washington Federal and Metropolitan * 2(b) Agreement and Plan of Merger, dated as of July 11, 1996, between Washington Savings and Metropolitan Savings* 10(a) Stock Option Agreement, dated as of July 11, 1996, between Washington Federal (as grantee) and Metropolitan (as issuer)* 10(b) Stockholder Agreement, dated as of July 11, 1996, among Washington Federal and certain stockholders of Metropolitan* 20(a) Press Release issued on July 11, 1996 with respect to the Agreement.* 20(b) Press Release issued on November 29, 1996 with respect to the consummation of the Merger _______________ *Incorporated by reference to the Current Report on Form 8-K filed by Washington Federal with the Securities and Exchange Commission on July 16, 1996. 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 thereunto duly authorized. WASHINGTON FEDERAL, INC. Date: November 29, 1996 By: /S/ RONALD L. SAPER ------------------- Ronald L. Saper Executive Vice President and Chief Financial Officer EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION 2(a) Agreement and Plan of Merger, dated as of July 11, 1996, between Washington Federal and Metropolitan * 2(b) Agreement and Plan of Merger, dated as of July 11, 1996, between Washington Savings and Metropolitan Savings* 10(a) Stock Option Agreement, dated as of July 11, 1996, between Washington Federal (as grantee) and Metropolitan (as issuer)* 10(b) Stockholder Agreement, dated as of July 11, 1996, among Washington Federal and certain stockholders of Metropolitan* 20(a) Press Release issued on July 11, 1996 with respect to the Agreement.* 20(b) Press Release issued on November 29, 1996 with respect to the consummation of the Merger _______________ *Incorporated by reference to the Current Report on Form 8-K filed by Washington Federal with the Securities and Exchange Commission on July 16, 1996. Exhibit 20(b) Press Release issued on November 29, 1996 with respect to the consummation of the Merger EX-99 2 PRESS RELEASE Washington Federal, Inc. 425 Pike Street Seattle, WA 98101 (206) 624-7930 Contact: Bob Hawkins Friday, November 29, 1996 FOR IMMEDIATE RELEASE WASHINGTON FEDERAL, INC. COMPLETES MERGER WITH METROPOLITAN BANCORP Seattle, Washington - Washington Federal, Inc. (NASDAQ-WFSL) ("Washington Federal"), the parent company of Washington Federal Savings, announced today the completion of the merger with Metropolitan Bancorp. In connection with the merger, each Metropolitan shareholder will receive .738 shares of Washington Federal Common Stock in exchange for each share of his or her Metropolitan Common Stock. The total value of the consideration paid to Metropolitan shareholders will approximate $66 million. Cash will be paid for fractional shares based on the $24.41 average price of Washington Federal Common Stock during the 20-day pricing period as defined in the Agreement and Plan of Merger between Washington Federal and Metropolitan. As a result of the Merger, Washington Federal will have approximately $5.9 billion in assets, $2.9 billion in deposits and $630 million in stockholders' equity. Guy C. Pinkerton, Chairman and Chief Executive Officer of Washington Federal commented, "We are delighted about the merger with Metropolitan Bancorp. Metropolitan is a well respected and profitable institution with a strong presence in the Puget Sound area. We welcome their management talent and believe this combination will provide significant cost savings and market penetration which will, in turn, provide improved financial performance in the years ahead." Washington Federal Savings, with headquarters in Seattle, Washington, has over 100 offices in Washington, Idaho, Oregon, Utah and Arizona. # # # -----END PRIVACY-ENHANCED MESSAGE-----