FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) December 8, 1996
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California Financial Holding Company
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(Exact name of registrant as specified in its charter)
Delaware 0-16970 68-0150457
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
501 West Weber Avenue Stockton, California 95203
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (209) 948-6870
Item 5. Other Events - Announcement of Merger
On December 9, 1996 California Financial Holding Company ("CFHC") and
Temple-Inland Inc. ("TI") announced the signing of a definitive
Agreement and Plan of Merger (the "Merger Agreement") under which CFHC,
a $1.3 billion-asset California-based bank holding company, will merge
(the "Merger") with and into TI. The transaction is expected to close
during the second quarter of 1997, subject to regulatory approval and
approval by CFHC shareholders. Immediately following consummation of
the Merger, Stockton Savings Bank, F.S.B., a wholly owned subsidiary of
CFHC, will merge with and into Guaranty Federal Bank, F.S.B., a wholly
owned subsidiary of TI.
Under the terms of the Merger Agreement, CFHC's shareholders will
receive a combination of TI Stock and cash valued at $30 per share for
each share of CFHC Stock they hold, for a total transaction value of
approximately $150 million. Subject to certain limitations, CFHC
stockholders will be given the election to have the consideration for
their shares paid in TI Stock, cash or a combination of the two. TI,
however, will issue no more than 1,692,000 shares of TI Stock in the
transaction. The Merger Agreement permits CFHC to terminate the
transaction if the price of TI Stock, as calculated, is below $40 per
share, provided that the number of shares of TI Stock issued in the
transaction has not been increased.
As a condition to the execution and delivery of the Merger Agreement,
CFHC and TI entered into a stock option agreement, dated as of December
8, 1996 (the "Stock Option Agreement"). Pursuant to the Stock Option
Agreement, CFHC granted TI an option (the "Option") to purchase up to
940,095 authorized but unissued shares of CFHC Stock, representing up
to 19.9% of the outstanding shares of CFHC Stock. The Option is
exercisable only upon the occurrence of certain events described in the
Stock Option Agreement, none of which has occurred as of the date
hereof.
The Merger Agreement and the Stock Option Agreement are attached hereto
as exhibits and are incorporated by reference herein in their entirety.
The foregoing summaries of the Merger Agreement and the Stock Option
Agreement do not purport to be complete and are qualified in their
entirety by reference to such exhibits.
Item 7. Financial Statements and Exhibits
(c) Exhibits
The following Exhibits are filed with this Current Report on Form 8-K:
Exhibit
Number Description
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2.1 Agreement and Plan of Merger by and among
Temple-Inland Inc., California Financial Holding
Company, Guaranty Federal Bank, F.S.B. and
Stockton Savings Bank, F.S.B., dated as of
December 8, 1996
99.1 Stock Option Agreement, dated as of December 8,
1996, between Temple-Inland Inc. and California
Financial Holding Company
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
CALIFORNIA FINANCIAL HOLDING COMPANY
Date: December 20, 1996 /s/ Robert V. Kavanaugh
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Robert V. Kavanaugh, President and
Chief Operating Officer
EXHIBIT INDEX
Exhibit
Number Description
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2.1 Agreement and Plan of Merger by and among
Temple-Inland Inc., California Financial Holding
Company, Guaranty Federal Bank, F.S.B. and
Stockton Savings Bank, F.S.B., dated as of
December 8, 1996
99.1 Stock Option Agreement, dated as of December 8,
1996, between Temple-Inland Inc. and California
Financial Holding Company