Exhibit 20
Press Release issued
on July 11, 1996
with respect to the Agreement
Washington Federal, Inc.
425 Pike Street, Seattle, WA 98101
(206) 624 7930 Contact: Bob Hawkins
Metropolitan Bancorp
1520 Fourth Avenue, Seattle, WA 98101
(206) 654 7820 Contact: Patrick Patrick
Friday, July 12, 1996
FOR IMMEDIATE RELEASE
WASHINGTON FEDERAL, INC. AND METROPOLITAN BANCORP
ANNOUNCE MERGER
SEATTLE, WASHINGTON-Washington Federal, Inc. (NASDAQ-WFSL) and Metropolitan
Bancorp (NASDAQ-MSEA) announced today the execution of a definitive agreement
pursuant to which Metropolitan will merge with and into Washington Federal (the
"Merger"). In connection with the Merger, each stockholder of Metropolitan will
receive shares of Washington Federal Common Stock at an expected value of $18.00
in exchange for each share of his or her Metropolitan Common Stock, subject to
the pricing and other provisions set forth in the agreement.
It is intended that the transaction constitute a tax-free reorganization under
the Internal Revenue Code so that stockholders of Metropolitan will not
recognize gain or loss in connection with the receipt of Washington Federal
Common Stock.
The transaction has been unanimously approved by the Boards of Directors of both
companies. It is anticipated that the merger will be completed by December 31,
1996. Approval is required from the applicable regulatory authorities and the
shareholders of Metropolitan.
July 11, 1996 Page 2
The number of shares of Washington Federal Common Stock that will be exchanged
for each share of Metropolitan Common Stock will be determined by applying a
formula, set forth in the definitive agreement, which is based on the average
market price of Washington Federal Common Stock over a 20 trading day period
ending on the fifth business day prior to the closing of the Merger. If, over
the pricing period, the average market price of Washington Federal Common Stock
is between $18.00 and $24.50, Metropolitan stockholders will receive a number of
shares of Washington Federal Common Stock equal to the ratio determined by
dividing $18.00 by the average market price of Washington Federal Common Stock
multiplied by the number of shares of Metropolitan Common Stock exchanged. If
the average market price of Washington Federal Common Stock exceeds $24.50, the
exchange ratio will equal .735 shares of Washington Federal Common Stock for
each share of Metropolitan Common Stock, whereas the exchange ratio will be
one-for-one if the Washington Federal Common Stock average market price for the
20-day period is less than $18.00 per share.
In connection with the Merger, Phoenix Mortgage & Investment, Inc., a subsidiary
of Metropolitan, will be acquired by Phoenix management.
Patrick F. Patrick, President and Chief Executive Officer of Metropolitan
commented, "We are very excited about our affiliation with Washington Federal.
Washington Federal is the premier company in the thrift industry and offers our
stockholders an excellent return and investment. The larger company offers more
opportunities for employees to apply their time
July 11, 1996 Page 3
and talents. The customer, most valued of all, will continue to receive a high
level of uninterrupted personal service and the utmost safety in one of the
strongest financial institutions in the country".
Guy C. Pinkerton, Chairman, President and Chief Executive Officer of Washington
Federal stated, "We look forward to joining with Metropolitan. The combination
will provide enhanced management capabilities, improved cost efficiencies and
increased market penetration which will lead to improved financial performance
in the years ahead."
In connection with the agreement, Metropolitan granted Washington Federal an
option to acquire up to 19.9% of the outstanding Metropolitan Common Stock upon
the occurrence of certain events.
Metropolitan Bancorp is the holding company of Metropolitan Federal Savings and
Loan Association of Seattle which operates ten offices in the greater Puget
Sound area. At June 30, 1996, Metropolitan Bancorp had $761 million in assets,
$424 million in deposits and $51 million in equity.
July 11, 1996 Page 4
Washington Federal, Inc. is the holding company of Washington Federal Savings
which operates 89 offices in Washington, Idaho, Oregon, Utah and Arizona. At
June 30, 1996, Washington Federal, Inc. had $5.0 billion in assets, $2.5 billion
in deposits and $597 million in equity.
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