SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): October 6, 1997 (October 5,
1997)
COAST SAVINGS FINANCIAL, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 1-10264 95-4196764
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(State or Other Jurisdiction (Commission (IRS employer
of Incorporation) File Number) Identification No.)
1000 Wilshire Boulevard
Los Angeles, California 90017-2457
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (213)362-2000
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Not Applicable
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(former name or former address, if changed since last report)
Item 5. Other Events.
On October 5, 1997, Coast Savings Financial, Inc., a
Delaware corporation ("Coast"), and H.F. Ahmanson & Company, a
Delaware corporation ("Ahmanson"), entered into an Agreement and
Plan of Merger, dated as of October 5, 1997 (the "Merger
Agreement"). The Merger Agreement provides for the merger (the
"Merger") of Coast with and into Ahmanson, with Ahmanson
remaining as the surviving corporation, subject to various
conditions, including the affirmative vote of the majority of the
outstanding shares of common stock of Coast and regulatory
approvals.
Pursuant to the Merger Agreement, in the Merger (i) each
outstanding share of Coast common stock will be exchanged for
0.8082 shares of Ahmanson common stock and (ii) Ahmanson will
enter into a contractual commitment to make payments to a trust
(the "Trust") (which will have issued certificates (the
"Contingent Payment Right Certificates") reflecting proportionate
interests in the Trust to Coast's shareholders immediately prior
to the Merger) of any proceeds (net of taxes, computed on certain
assumptions, and expenses) received from the pending supervisory
goodwill litigation of Coast Federal Bank, Federal Savings Bank,
against the United States. The Trust will make payments of such
proceeds to the holders of the Contingent Payment Right
Certificates. The terms of the Contingent Payment Right
Certificates are set forth in Annex I to the Merger Agreement.
The foregoing description of the Merger Agreement is
qualified in its entirety by reference to the Agreement and Plan
of Merger, which is attached hereto as Exhibit 2 and is
incorporated herein by reference.
The Press Release jointly issued by Coast and Ahmanson on
October 6, 1997 announcing the Merger is included as Exhibit 99.1
hereto and is incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
2 Agreement and Plan of Merger, dated as of October 5, 1997, by
and between H.F. Ahmanson & Company and Coast Savings Financial,
Inc.
99.1 Press Release issued by H.F. Ahmanson & Company and Coast
Savings Financial, Inc. on October 6, 1997
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 hereunto duly authorized.
Date: October 6, 1997
COAST SAVINGS FINANCIAL, INC.
(Registrant)
By: /s/ Ray Martin
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Name: Ray Martin
Title: Chairman of the Board and Chief
Executive Officer
EXHIBIT INDEX
2 Agreement and Plan of Merger, dated as of October 5, 1997, by
and between H.F. Ahmanson & Company and Coast Savings Financial,
Inc.
99.1 Press Release issued by H.F. Ahmanson & Company and Coast
Savings Financial, Inc. on October 6, 1997