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): September 14, 1995
Commission File Number 1-9909
COMFED BANCORP, INC.
- - ---------------------------------------------------- Exact name
of registrant as specified in its charter
Delaware 04-2985738
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
124 Mt. Auburn Street, Suite 200N, Cambridge, Massachusetts 02138
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(Address of former executive office) (Zip Code)
Registrant's telephone number, including area code: N/A
Item 2. ACQUISITION OR DISPOSITION OF ASSETS
On November 14, 1995, ComFed Bancorp, Inc. (the "Company") paid $3,000
and assigned its rights to receive up to $76,000 in possible future
reimbursements from American Casualty Company, in partial satisfaction of the
Company's indemnification obligations, as follows:
1. The Company is a former savings and loan holding company which was
formerly the parent company of ComFed Savings Bank and its subsidiaries (the
"Bank"). On December 14, 1990, the Office of Thrift Supervision ("OTS")
placed the Bank into conservatorship and appointed the Resolution Trust
Corporation ("RTC") as conservator of the Bank. On February 1, 1991, the OTS
appointed the RTC as receiver of the Bank. On September 13, 1991, the Bank
ceased functioning as a financial institution. The RTC has sold most major
components of the Bank to third parties. Since December 14, 1990, the Company
has not had control or authority over the disposition of the Bank's remaining
assets or the resolution of claims against the Bank.
2. The RTC and seven former directors or officers of the Bank entered
into a Compromise, Settlement and Release Agreement dated September 14, 1995.
Under the terms of this agreement, the former directors and officers denied
any liability to the RTC but agreed to enter into a settlement to avoid the
uncertainty, time and expense of litigation. The Company was not a party
to this agreement.
3. The Company received a request for indemnification from Messrs. Gerald
Schuster, David Tierney, Raymond Fontana, and the Estate of William
McAlister, four former outside directors of the Bank, with respect to the
aggregate amount of $200,000 paid by them in connection with the RTC
settlement. The matter was referred to the Indemnification Committee of
the Company's Board of Directors which convened on September 22, 1995.
4. The Indemnification Committee is comprised of Messrs. John Hartnett,
Peter Maher, and Frederic Schwarz, all outside, disinterested directors
who have joined the Board since April 1989. The Committee was advised
both by corporate counsel and by special counsel to the Committee that,
under the Company's by-laws and Delaware law, and in light of the factual
circumstances presented to the Committee, the indemnification of the four
former outside directors listed in paragraph 3 was mandatory.
5. On November 14, 1995, based on the decision of the Indemnification
Committee and pursuant to a request on behalf of the four former directors
of the Bank, the Company paid $3,000 to Gerald Schuster and also
assigned to Mr. Schuster the Company's right to receive potential future
reimbursements, if any, from American Casualty Company, the Company's
director and officer liability insurance carrier. These potential
reimbursements from the carrier are in connection with legal expenses
advanced by the Company during a previous fiscal year on behalf of certain
current and former directors and officers related to an action captioned "S.D.
Wechsler, et al v. ComFed Bancorp, Inc., et al." This action, commenced on
October 4, 1989, in the United States District Court for Massachusetts, is
described more fully in the Company's Form 10-Q Quarterly Report for the
quarter ended June 30, 1995. The maximum amount that might be eligible for
whole or partial reimbursement by American Casualty Company is approximately
$76,000.
6. The Company has made no other payments to the RTC or to Messrs. James
Baldini, Raymond Miller, Frederick Maloof, or other former directors or
officers of the Bank in connection with the RTC settlement.
As a result of the foregoing, ComFed Bancorp, Inc. has exhausted all
of its funds. Any future cash which might subsequently come into the hands
of the Company is expected to be applied as follows: Any reimbursement
from American Casualty will be paid in accordance with the assignment
described in paragraph 5 above. Any other cash will be applied to satisfy
other unpaid obligations of the Company. It is not anticipated that any
cash or property will be available for distribution to shareholders.
The Company remains subject to certain other actual or potential legal
proceedings which are summarized in the Company's Form 10-Q for the quarter
ended June 30, 1995, filed with the Securities and Exchange Commission.
Item 7. EXHIBITS
The following exhibits are incorporated by reference:
a. Bylaws of ComFed Bancorp, Inc., as amended. (1)
b. Legal Proceedings. (2)
(1) Incorporated herein by reference to the Registrant's Annual Report on
Form 10-K for the year ended March 31, 1989.
(2) Incorporated herein by reference to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1995.
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 and this report has been signed
by the undersigned on behalf of the registrant and in the capacity
indicated.
COMFED BANCORP, INC.
November 14, 1995 /s/Jack C. Zoeller
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Jack C. Zoeller, President and Chief
Executive Officer