SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 8-KCURRENT REPORTPursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934Date of Report (date of earliest event reported)November 18, 2003STATEFED FINANCIAL CORPORATION
(Exact name of Registrant as specified in its Charter)Delaware
| 0-22790
| 42-1410788
|
(State or other
jurisdiction of
incorporation) | (Commission
File No.) | (IRS Employer
Identification
Number) |
13523 University Avenue, Clive, Iowa
| 50325
|
| (Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code: (515) 223-8484
N/A
(Former name or former address, if changed since last Report)NEXT PAGE
ITEM 5. OTHER EVENTS.
On November 18, 2003, StateFed Financial Corporation, a Delaware corporation ("StateFed"), and Liberty Bank, F.S.B., a federal stock savings bank ("Liberty"), issued a joint press release announcing the execution of a definitive agreement by and between StateFed and Liberty (the "Merger Agreement").
Pursuant to the Merger Agreement, each issued and outstanding share of StateFed common stock, par value $0.01 (other than dissenting shares), shall be converted into and represent the right to receive $13.47 in cash. The receipt of cash by the stockholders of StateFed in the Merger will be a taxable event for the stockholders.
Consummation of the Merger is subject to various conditions, including: (1) receipt of approval by the stockholders of StateFed; (2) receipt of requisite regulatory approvals; and (3) satisfaction of certain other conditions.
The Merger Agreement and the press release announcing the Merger issued on November 18, 2003 are attached as exhibits to this report and are incorporated herein by reference. The foregoing summary of the Merger Agreement does not purport to be complete and its qualified in its entirety by reference to such agreement.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits:
Exhibit Number
| Description
|
| |
| 2 | Agreement and Plan of Merger dated as of November 18, 2003, between StateFed and Liberty, excluding exhibits thereto. |
| |
| 20 | Press Release issued on November 18, 2003 with respect to the Merger Agreement.(1) |
_______________
(1) Incorporated by reference from a filing made pursuant to Rule 14a-12 with the Securities and Exchange Commission on November 24, 2003.NEXT PAGE
SIGNATURESPursuant 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.
| STATEFED FINANCIAL CORPORATION |
| Date: November 24, 2003 | By: /s/ Andra K. Black
Andra K. Black, Executive Vice President and
Chief Executive Officer |
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EXHIBIT INDEXExhibit Number
| Description
|
| |
| 2 | Agreement and Plan of Merger dated as of November 18, 2003, between StateFed and Liberty, excluding exhibits thereto. |
