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): November 21, 1996
STANDARD FEDERAL BANCORPORATION, INC.
(Exact name of registrant as specified in charter)
MICHIGAN 1-13734 38-2899274
(State of (Commission (I.R.S. Employer
Incorporation File Number) Identification
No.)
2600 West Big Beaver Road
Troy, Michigan 48084
(810) 643-9600
(Address of Principal Executive Offices)
Registrant's telephone number,
including area code: (810) 643-9600
Not applicable
(Former name or former address,
if changed since last report)
ITEM 5. OTHER EVENTS
On November 21, 1996, Standard Federal Bancorporation, Inc. ("Registrant")
entered into an Agreement and Plan of Merger (the "Merger Agreement") by and
among the Registrant, ABN AMRO North America, Inc. and Heitritz Corp.
Pursuant to the Merger Agreement, MergerSub will merge with and into the
Registrant (ther "Merger"), as a result of which the Registrant will be the
surviving corporation. On the effective date of the Merger, each share of
Registrant's common stock issued and outstanding, other than shares owned by
Purchaser or any affiliate of Purchaser, will be converted into the right to
receive $59.00 in cash.
In order to facilitate the acquisition of the Company pursuant to the
Merger Agreement, the Registrant also entered into an Option Agreement with
Purchaser on November 21, 1996, pursuant to which the Registrant granted
Purchaser an option to acquire up to 6,209,894 share of the Registrant's
newly issued common stock, subject to certain terms and conditions. The
option is exercisable at $52.50 per share, and the Registrant has amended
its Rights Agreement to exempt the Purchaser and the acquisition of shares
pursuant to the Option or the Merger from the Registrant's "poison pill"
plan.
The Merger is subject to regulatory and shareholder approvals.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Businesses Acquired.
None
(b) Pro forma Financial Information
None
(c) Exhibits:
Exhibit
No. Description
- ------- -----------
2.1 Agreement and Plan of Merger, dated November 21, 1996, by
and among ABN AMRO North America, Inc., Heitritz Corp. and
Standard Federal Bancorporation, Inc.
2.2 Option Agreement, dated November 21, 1996, by and between
ABN AMRO North America, Inc. and Standard Federal
Bancorporation, Inc.
2.3 Amendment to Rights Agreement, dated November 21, 1996,
between Standard Federal Bancorporation, Inc. and Registrar
and Transfer Company.
99.1 Press Release
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, thereunto duly authorized.
STANDARD FEDERAL BANCORPORATION, INC.
By: /S/ RONALD J. PALMER
Ronald J. Palmer, Senior Vice President
Date: November 22, 1996