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)
January 15, 1998
Washington Bancorp
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(Exact name of registrant as specified in its charter)
Iowa 0-25076 42-1446740
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(State or other (Commission File No.) (IRS Employer
jurisdiction of Identification
incorporation) No.)
102 East Main Street, Washington, Iowa 52353
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (319)653-7256
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N/A
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(Former name or former address, if changed since last report)
Item 2. Acquisition or Disposition of Assets.
On January 27, 1998, Washington Bancorp ("Washington"), an Iowa
corporation and the holding company for Washington Federal Savings Bank (the
"Bank"), issued the press release included as Exhibit 99 to this Report and
incorporated by reference herein announcing the completion on January 15, 1998
of Washington's acquisition of Rubio Savings Bank of Brighton ("Rubio"). The
acquisition was effected through the merger into Rubio of an Iowa-chartered
interim bank, with Rubio being the surviving corporation and becoming a wholly
owned subsidiary of Washington (the "Merger"). The Merger was consummated
pursuant to an Agreement and Plan of Reorganization, dated as of June 24,
1997, by and between Rubio and Washington. A copy of the Merger Agreement is
included as Exhibit 2 to this Report and is incorporated by reference herein.
Each holder of the common stock of Rubio, par value $100.00 per share
("Rubio Common Stock"), will receive $2,334.00 in cash for each share of Rubio
Common Stock held. Based on the 2,000 outstanding shares of Rubio Common
Stock the total consideration paid by Washington was approximately $4.7
million in cash. Washington financed the acquisition of Rubio with existing
cash.
Item 7. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
It is impracticable, as of the date hereof, to provide the
financial statements required by Form 8-K. Such financial
statements will be filed under cover of Form 8-K/A as soon as
practicable, but in any event not later than March 31, 1998.
(b) Pro forma financial information.
It is impracticable, as of the date hereof, to provide the
pro forma financial information required by Form 8-K. Such pro
forma financial information will be filed under cover of Form 8-
K/A as soon as practicable, but in any event not later than March
31, 1998.
(c) Exhibits.
2 Agreement and Plan of Reorganization, dated as of June 24,
1997, by and among Rubio and Washington.
99 Press Release of Washington, dated January 27,
1998.
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.
WASHINGTON BANCORP
Date: January 30, 1998 By: /s/ Stan Carlson
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Stan Carlson
President and Chief
Executive Officer
EXHIBIT INDEX
Exhibit Sequential
Number Description Page No.
2 Agreement and Plan of Merger, dated as
of June 24, 1997, by and among Rubio and
Washington.
99 Press release of Washington, dated
January 27, 1998.