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):
March 18, 1998 (March 16, 1998)
H. F. Ahmanson & Company
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 1-8930 95-0479700
- -------------------- ------------------------ -------------------
(State of (Commission File Number) (IRS Employer
incorporation) Identification No.)
4900 Rivergrade Road, Irwindale, California 91706
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(626) 960-6311
-------------------------------
(Registrant's telephone number,
including area code)
N/A
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
-1-
Item 5. Other Events.
(a) Agreement of Merger with Washington Mutual. On March 16, 1998, H.
F. Ahmanson & Company, a Delaware corporation ("Ahmanson") and Washington
Mutual, Inc., a Washington corporation ("Washington Mutual"), entered into an
Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which
Ahmanson will merge with and into Washington Mutual (the "Merger"). Following
execution of the Merger Agreement, Ahmanson and Washington Mutual entered into a
Stock Option Agreement, dated as of March 16, 1998 (the "Stock Option
Agreement"), pursuant to which Ahmanson granted to Washington Mutual an option
(the "Option") to acquire up to 21,796,426 shares (representing approximately
19.9% of the outstanding shares) of Ahmanson Common Stock, par value $.01 per
share (the "Ahmanson Common Stock"), at a price per share equal to $79.86. The
option is exercisable only upon the occurrence of certain events, including: an
agreement by Ahmanson to enter into certain business combinations with a third
party or the acquisition of beneficial ownership by a third party of 25% or more
of the Ahmanson Common Stock.
In connection with the Merger Agreement and the Stock Option Agreement,
Ahmanson amended the Rights Agreement, dated as of November 7, 1997 (the "Rights
Agreement"), between Ahmanson and First Chicago Trust Company of New York, as
rights agent, in order to exclude from the definition of "Acquiring Person" (as
defined in the Rights Agreement) a person whose beneficial ownership of Ahmanson
Common Stock consists solely of one or more of the following, among others:
shares of Ahmanson Common Stock beneficially owned pursuant to the grant or
exercise of an option granted in connection with a merger agreement, shares of
Ahmanson Common Stock beneficially owned by such person at the time of grant of
such option, or the right to acquire shares of Common Stock as a result of
entering into any such merger agreement.
The Merger Agreement, the Stock Option Agreement, the amendment to the
Rights Agreement and the joint press release issued March 17, 1998 by Ahmanson
and Washington Mutual regarding the Merger appear as exhibits to this report and
are incorporated herein by reference. The foregoing summary is qualified in its
entirety by reference to such documents, as well as the Rights Agreement (which
also is incorporated by reference herein).
(b) Termination of Stock Repurchase Program. On March 17, 1998,
Ahmanson issued a press release announcing that its Board of Directors had
terminated its remaining stock repurchase program. The press release appears as
an exhibit to this report and is incorporated herein by reference. The foregoing
summary is qualified in its entirety by reference to such press release.
-2-
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
(a) Not Applicable.
(b) Not Applicable.
(c) Exhibits
The following exhibits are filed with this Current Report on
Form 8-K:
Exhibit
Number Description
2 Agreement and Plan of Merger, dated as of March
16, 1998, by and between H. F. Ahmanson & Company
and Washington Mutual, Inc.
4.1 Rights Agreement, dated as of November 7, 1997
between H. F. Ahmanson & Company and First Chicago
Trust Company of New York, as rights agent
(incorporated by reference to exhibit 4 to Ahmanson's
Current Report on Form 8-K filed on November 7, 1997).
4.2 Amendment to Rights Agreement, dated as of March 16,
1998, to Rights Agreement, dated as of November 7,
1997 between H. F. Ahmanson & Company and First
Chicago Trust Company of New York, as rights agent.
10 Stock Option Agreement, dated as of March 16,
1998, by and between H. F. Ahmanson & Company and
Washington Mutual, Inc.
20.1 Joint Press Release, dated March 17, 1998.
20.2 Ahmanson Press Release, dated March 17, 1998.
-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.
H. F. AHMANSON & COMPANY
By:/s/ Madeleine A. Kleiner
------------------------------------
Madeleine A. Kleiner
Senior Executive Vice President
and General Counsel
Date: March 17, 1998
-4-
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
2 Agreement and Plan of Merger,
dated as of March 16, 1998, by
and between H. F. Ahmanson &
Company and Washington Mutual,
Inc.
4.1 Rights Agreement, dated as of
November 7, 1997 between H. F.
Ahmanson & Company and First
Chicago Trust Company of New
York, as rights agent
(incorporated by reference to
exhibit 4 to Ahmanson's Current
Report on Form 8-K filed November
7, 1997).
4.2 Amendment to Rights Agreement,
dated as of March 16, 1998, to
Rights Agreement, dated as of
November 7, 1997 between H. F.
Ahmanson & Company and First
Chicago Trust Company of New
York, as rights agent.
10 Stock Option Agreement, dated as
of March 16, 1998, by and between
H. F. Ahmanson & Company and
Washington Mutual, Inc.
20.1 Joint Press Release, dated March
17, 1998.
20.2 Ahmanson Press Release. dated March
17, 1998.
-5-