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
July 11, 1996
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(Date of earliest event reported)
Washington Federal, Inc.
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(Exact name of registrant as specified in its charter)
Washington 0-25454 91-1661606
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
425 Pike Street, Seattle, Washington 98101
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(Address of principal executive offices) (Zip Code)
(206) 624-7930
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name, former adddress and formal fiscal year,
if changed since last report)
Exhibit Index appears on page 5.
ITEM 5. OTHER EVENTS
On July 11, 1996, Washington Federal, Inc. ("Washington Federal"), a
Washington corporation, and Metropolitan Bancorp ("Metropolitan"), a Washington
corporation, entered into an Agreement and Plan of Merger (the "Agreement")
which sets forth the terms and conditions under which Metropolitan will merge
with and into Washington Federal (the "Merger").
The Agreement provides that upon consummation of the Merger, each
outstanding share of Common Stock of Metropolitan (other than (i) shares with
respect to which dissenters' rights have been perfected under Washington law and
(ii) any shares held by Washington Federal or any of its subsidiaries other than
in a fiduciary capacity or in satisfaction of a debt previously contracted)
shall, by virtue of the Merger, and without any action on the part of the holder
thereof, be converted into the right to receive the number of shares of
Washington Federal Common Stock which is equal to (the "Exchange Ratio") (i) if
the average share price of Washington Federal Common Stock (as determined
pursuant to the terms of the Agreement) is equal to or greater than $18.00 but
equal to or less than $24.50 per share, the quotient determined by dividing (a)
$18.00 by (b) such average share price of Washington Federal Common Stock, (ii)
if the average share price of Washington Federal Common Stock is less than
$18.00 per share, one share or (iii) if the average share price of Washington
Federal Common Stock is greater than $24.50, .735 shares. If the average share
price of Washington Federal Common Stock is less than $17.00 per share,
Metropolitan may terminate the Agreement, provided that in the event
Metropolitan elects to exercise this termination right and upon notice,
Washington Federal shall have the right to adjust the Exchange Ratio to an
amount equal to a number obtained by dividing (a) $17.00 by (b) such average
share price of Washington Federal Common Stock.
In connection with the execution of the Agreement, Washington Federal
Savings and Loan Association ("Washington Savings"), a federally-chartered
savings association and wholly-owned subsidiary of Washington Federal, and
Metropolitan Federal Savings and Loan Association of Seattle ("Metropolitan
Savings"), a federally-chartered savings association and wholly-owned subsidiary
of Metropolitan, entered into an Agreement and Plan of Merger, dated as of July
11, 1996 (the "Bank Merger Agreement"). The Bank Merger Agreement sets forth
the terms and conditions, including consummation of the Merger, under which
Metropolitan Savings will merge with and into Washington Savings immediately
following the consummation of the Merger.
Concurrently with the execution and delivery of the Agreement,
Metropolitan entered into a Stock Option Agreement with Washington Federal (the
"Stock Option Agreement") whereby Metropolitan granted to Washington Federal an
option to purchase up to 657,000 shares of Metropolitan Common Stock, which
currently represents approximately 17.7% of the outstanding shares of
Metropolitan Common Stock, at a price of $13.50 per share, which is exercisable
only upon the occurrence of certain events. The Stock Option Agreement
2
provides Washington Federal (i) with the right, in certain circumstances, to
require Metropolitan to repurchase the option and any shares acquired by
exercise of the option and (ii) with the right to require Metropolitan to
register the Metropolitan Common Stock acquired by or issuable upon exercise of
the option under the Securities Act of 1933, as amended.
Concurrently with the execution and delivery of the Agreement, Washington
Federal entered into a Stockholder Agreement with certain stockholders of
Metropolitan, pursuant to which, among other things, such stockholders agreed to
vote their shares of Metropolitan Common Stock (which amount to 18.5% of the
shares of such Common Stock outstanding) in favor of the Merger.
Consummation of the Merger is subject to the approval of the shareholders
of Metropolitan and the receipt of all required regulatory approvals, as well as
other customary conditions.
The Agreement, the Stock Option Agreement, the Stockholder Agreement and
the press release issued by Washington Federal and Metropolitan on July 11, 1996
regarding the Merger are attached as exhibits to this report and are
incorporated herein by reference. The foregoing summaries of the Agreement, the
Stock Option Agreement and the Stockholder Agreement do not purport to be
complete and are qualified in their entirety by reference to such agreements.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
The following exhibits are filed with this report:
Exhibit Number Description
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2(a) Agreement and Plan of Merger, dated as of July 11, 1996,
between Washington Federal and Metropolitan
2(b) Agreement and Plan of Merger, dated as of July 11, 1996,
between Washington Savings and Metropolitan Savings
10(a) Stock Option Agreement, dated as of July 11, 1996, between
Washington Federal (as grantee) and Metropolitan (as
issuer)
10(b) Stockholder Agreement, dated as of July 11, 1996, among
Washington Federal and certain stockholders of
Metropolitan
20 Press Release issued on July 11, 1996 with respect to the
Agreement
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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.
WASHINGTON FEDERAL, INC.
Date: July 15, 1996 By: /s/ Ronald L. Saper
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Ronald L. Saper
Executive Vice President and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit Number Description
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2(a) Agreement and Plan of Merger, dated as of July 11, 1996,
between Washington Federal and Metropolitan
2(b) Agreement and Plan of Merger, dated as of July 11, 1996,
between Washington Savings and Metropolitan Savings
10(a) Stock Option Agreement, dated as of July 11, 1996,
between Washington Federal (as grantee) and Metropolitan
(as issuer)
10(b) Stockholder Agreement, dated as of July 11, 1996, among
Washington Federal and certain stockholders of
Metropolitan
20 Press Release issued on July 11, 1996 with respect to the
Agreement
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