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): June 23, 2000
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YORK FINANCIAL CORP.
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(Exact Name of Registrant as Specified in Charter)
Pennsylvania 0-14995 23-2427539
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(State or Other Jurisdiction (Commission File No.) (I.R.S. Employer
of Incorporation) Identification No.)
101 South George Street, York, Pennsylvania 17401
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (717) 846-8777
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Not Applicable
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(Former name or former address, if changed since last report)
Items 1, 2, 3, 4 and 6: Not Applicable
Item 5. Other Events
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On June 26, 2000, Harris Financial, Inc. ("Harris") issued a press
release regarding its filing of a registration statement on Form S-1 relating
to a stock offering conducted as part of the mutual-to-stock conversion of
Harris Financial, MHC, and a registration statement on Form S-4 relating to
the merger of York Financial Corp. with and into Harris with Harris as the
resulting entity. The registration statements were filed on June 23, 2000. A
copy of the press release is filed as exhibit 1 hereto.
In addition, on June 23, 2000, the Agreement and Plan of Reorganization
by and Between Harris Financial, MHC, Harris Financial, Inc., New Harris
Financial, Inc. and Harris Savings Bank, and York Financial Corp. and York
Federal Savings and Loan Association (the "Merger Agreement") was amended by
the parties to the Merger Agreement. The agreement pursuant to which the
Merger Agreement was amended is set forth as Exhibit 2. The registration
statements on Forms S-1 and S-4 reflect all such amendments to the Merger
Agreement.
Item 7. Financial Statements, Pro Forma Financial Information, and Exhibits
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1. Press release relating to the filing of the registration statements.
2. Agreement, dated June 23, 2000, amending the terms of March 27,
2000, Agreement and Plan of Reorganization by and Between Harris
Financial, MHC, Harris Financial, Inc., New Harris Financial, Inc. and
Harris Savings Bank, and York Financial Corp. and York Federal Savings
and Loan Association.
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.
YORK FINANCIAL CORP.
DATE: June 28, 2000 By: /s/Robert W. Pullo
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Robert W. Pullo
President and Chief Executive Officer
EXHIBIT 1
FOR IMMEDIATE RELEASE
For Additional Information Contact:
Bob Gentry
(717) 909-2329
HARRIS FINANCIAL ANNOUNCES FILING
OF REGISTRATION STATEMENTS
Harrisburg, PA, June 26, 2000: Charles C. Pearson, Jr., President and Chief
Executive Officer of Harris Financial, Inc. (Nasdaq/NMS:HARS), announced that
on June 23, 2000, Harris Financial filed a registration statement with the
Securities and Exchange Commission with respect to an offering of common stock
and filed an application with the Office of Thrift Supervision, seeking
approval of a Plan of Conversion adopted by the Board of Directors. Harris
Financial is the holding company for Harris Savings Bank. This filing is in
connection with Harris Financial's previously announced intent to conduct a
"second-step" conversion and simultaneous merger with York Financial Corp.,
York, Pennsylvania, the holding company for York Federal Savings and Loan
Association. A registration statement relating to the merger was also filed on
June 23.
In connection with the Plan, Harris Financial will re-charter from a
Pennsylvania stock holding company to a federal stock holding company, and
Harris Savings Bank will re-charter from a Pennsylvania to a federal stock
savings bank. Pursuant to the Plan, the corporate existence of Harris
Financial, MHC will end in the conversion, and Harris Financial, MHC's
ownership interest of 75.9% of Harris Financial will be sold in the stock
offering to be conducted by the corporate successor to Harris Financial (the
"Company"). Concurrently with the completion of the conversion and related
stock offering, the Company will issue shares of its common stock to 1) the
public stockholders of Harris Financial ("minority stockholders"), who
currently own 24.1% of Harris Financial's common stock and 2) the stockholders
of York Financial. Minority stockholders will receive shares of the Company's
stock in exchange for their existing shares, and York Financial stockholders
will receive shares of the Company's stock in exchange for their shares of
York Financial stock. The merger with York Financial, the conversion of Harris
Financial, MHC and the Company's stock offering are interdependent.
The Company will offer between 19,550,000 and 26,450,000 shares of common
stock (subject to a 15% increase) at a purchase price of $10.00 per share. The
number of shares to be issued in the stock offering and issued to the minority
stockholders is based, in part, on an independent appraisal of the pro forma
market value of Harris Financial. At June 9, 2000, the independent appraisal
reflected a valuation range of Harris Financial (prior to the merger) of
between $257.4 million and $348.3 million, with a midpoint of $302.8 million.
The number of shares that minority stockholders will receive will be
calculated based on an exchange ratio that is intended to ensure that, after
the conversion and offering, but before giving effect to shares issued in the
merger with York Financial, minority stockholders will maintain approximately
the same ownership interest in the Company as they currently own in Harris
Financial. That ownership interest will be reduced, however, as a result of
the additional shares of the Company's stock to
be issued to York Financial's former stockholders. Minority stockholders are
expected to receive between .7667 and 1.0373 shares (subject to a 15% increase
to 1.1928 shares) of the Company's stock in exchange for each of their
existing shares of Harris Financial stock. The offering range and the share
exchange ratios could change as a result of regulatory review or due to
updates to the independent appraisal, reflecting changes in condition of the
market before or during the offering.
Shares of the Company's stock will be offered for sale in a subscription
offering, which is expected to be made, in descending order of priority, to
Harris Savings Bank's depositors with $50 or more on deposit at December
31,1998; the Bank's employee stock ownership plan; and depositors as of later,
yet unspecified dates. Shares of stock not sold in the subscription offering
are expected to be offered to the public in a community offering, with a
preference to residents of the counties where Harris Savings Bank has branch
offices, to Harris Financial stockholders and to York Financial stockholders
and depositors. Shares unsubscribed in the subscription and community
offerings are expected to be offered for sale to the public in a firm
commitment underwritten public offering.
The Plan will not affect the terms and conditions of any loans held by
borrowers of Harris Savings Bank, nor will it affect the balances, interest
rates, maturities or insurance coverage of deposit accounts. The conversion is
subject to contingencies, including the receipt of Office of Thrift
Supervision approval and ratification of the Plan by depositors of Harris
Savings Bank and minority stockholders of Harris Financial. The merger is
subject to approvals of the Office of Thrift Supervision, Harris Financial's
minority stockholders and York Financial's stockholders. The special meeting
dates for depositors and stockholders to vote upon the conversion and merger
have not been set.
The Company expects that late in the third quarter of 2000, prospectuses will
be distributed to those eligible to subscribe in the subscription offering,
and proxy statements will be provided to stockholders and depositors eligible
to vote on the Plan and/or the meger.
Harris Savings Bank operates 37 branches in five counties of southcentral
Pennsylvania and Washington County, Maryland. As of March 31, 2000, Harris
Financial had assets of $2.8 billion, deposits of $1.4 billion and equity of
$167.2 million. York Federal Savings and Loan Association operates 25
full-service offices in four counties in southcentral Pennsylvania and in
Harford County, Maryland. As of March 31, 2000, York Financial had assets of
$1.6 billion, deposits of $1.2 billion and equity of $109.9 million.
This release contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995, as it contains descriptions
of the terms of transactions that may occur in the future. These statements
are not historical facts and include expressions about management's confidence
and strategies and management's expectations about transactions, all of which
are subject to various contingencies. Such forward-looking statements involve
certain risks and uncertainties. Actual terms of the transactions may differ
materially from those discussed in these forward-looking statements. Factors
that might cause such a difference include, but are not limited to, changes in
the terms as a result of regulatory requirements and
policy, changes in the independent valuation resulting from general financial
and market conditions, and changes in the businesses and operations of Harris
Financial and York Financial. Harris Financial assumes no obligation for
updating such forward-looking statements at any time.
Registration statements relating to the common stock of Harris Financial, Inc.
and the Company have been filed with the Securities and Exchange Commission,
but have not yet become effective. This release is neither an offer to sell
nor a solicitation of an offer to buy common stock. The offer is made only by
the prospectus. The shares of common stock are not savings accounts, may lose
value and are not insured by the Federal Deposit Insurance Corporation or any
government agency.
Registration statements relating to the Company's stock offering and the
merger with York Financial have been filed with the Securities and Exchange
Commission. The registration statements are available to be examined without
charge at the public reference facilities of the Securities and Exchange
Commission located at 450 Fifth Street, N.W., Washington, D.C. 20549, and
copies of such material can be obtained from the SEC at prescribed rates. In
addition, the SEC maintains a web site (http://www.sec.gov) that contains
reports, proxy and information statements, and registration statements and
other information regarding registrants that file electronically with the SEC,
including Harris Financial and York Financial. The registration statements
filed on June 23, 2000, are available at this web site. A proxy statement
soliciting votes of stockholders of York Financial and Harris Financial will
be sent by York Financial and Harris Financial to their stockholders at a
later date. The proxy statement will contain important information regarding
the transaction, and stockholders should read it carefully when it becomes
available. The statements contained in this document as to the terms of the
transactions are, of necessity, brief descriptions, and should be read in
conjunction with, the registration statements and the proxy statement. The
proxy statement will also describe any material interests of officers and
directors of Harris Financial and York Financial in the transaction, by
security holdings or otherwise.
For Additional Information Contact:
Bob Gentry
(717) 909-2329
EXHIBIT 2
Harris Financial, Inc.
235 North Second Street
Harrisburg, PA 17101
June 23, 2000
Mr. Robert W. Pullo
President
York Financial Corp.
101 South George Street
York, Pennsylvania 17401
Re: Merger Agreement
Dear Bob:
This letter is intended to confirm our prior discussion and agreement
on certain matters pertaining to the Agreement and Plan of Reorganization
dated March 27, 2000, by and among Harris Financial, M.H.C., Harris
Financial, Inc., New Harris Financial, Inc., Harris Savings Bank, York
Financial Corp., and York Federal Savings and Loan Association (the "Merger
Agreement"). Defined terms used in this letter and not defined herein shall
have the meanings ascribed to them in the Merger Agreement. Specifically, we
have each agreed as follows:
1. Section 8.3.8 of the Merger Agreement, shall be amended to provide
as follows:
If any shares of New Harris Common Stock that are offered for sale in
the subscription offering that is conducted as part of the Conversion
Offering remain unsold then, at Harris Financial's discretion and only
to the extent necessary in order to issue the minimum number of shares
necessary in order to complete the Conversion Offering, up to
5,000,000 of such shares may be issued to York shareholders as part of
the Merger Consideration. In such event, the unsold shares of New
Harris Common Stock that are issued to York shareholders shall be
assumed to have also been issued in the Conversion Offering (and as a
result to have increased the total number of outstanding shares for
purposes of these computations) for purposes of calculating the
Maximum Percentage.
2. Section 11.1.10 of the Merger Agreement shall be amended to provide
as follows:
By the Board of Directors of Harris Financial or York, provided that
the terminating party is not then in material breach of any
representation, warranty, covenant or other agreement contained
herein, if by December 31, 2000, or March 31, 2001 if Harris Financial
shall have exercised its right to extend the Termination Date, either
of the fairness opinions required by Sections 9.2.6 and 9.3.6 shall
not have been obtained or as a result of market conditions Harris
Financial or New Harris Financial shall not have delivered the
Conversion Prospectus to offerees in connection with the Conversion.
3. Section 11.2.2(c) of the Merger Agreement shall be amended to provide
as follows:
In the event of a termination of this Agreement pursuant to Section
11.1.7, 11.1.8, or 11.1.10 hereof, Harris Financial shall be obligated
to reimburse York for up to $500,000 of out-of-pocket costs and
expenses, including, without limitation, reasonable legal, accounting
and investment banking fees and expenses, incurred by York in
connection with the entering into of this Agreement and the carrying
out of any and all acts contemplated hereunder. Except as set forth in
the following sentence, the payment of such out-of-pocket costs shall
be the exclusive remedy. If Harris Financial shall have exercised its
right to extend the Termination Date beyond December 31, 2000, in the
event of termination of this Agreement by either York or Harris
Financial (provided, that York is not then in material breach of any
representation, warranty, covenant or other agreement contained
herein), then Harris Financial shall be obligated to pay an additional
$500,000 to York. The payment of such $500,000 is in addition to the
out-of-pocket costs and expenses set forth in the first sentence of
this Section 11.2.2(c) and shall be the exclusive remedy.
4. Pursuant to sections 2.9 and 7.1 of the Merger Agreement, York
has consented to any election by the Mutual Company, Harris
Financial and Harris Savings Bank to convert their charters to a
federal mutual holding company charter, a federal mid-tier stock
holding company charter, and a federal savings bank charter,
respectively.
5. Section 11.1.7 of the Merger Agreement shall be amended to read as
follows:
By the Board of Directors of Harris Financial, provided that it is not
then in material breach of any representation, warranty, covenant or
other agreement contained herein, if at the conclusion of the
Conversion the appraised value of the shares issued in the Offering
(based upon the Independent Valuation) is less than $255,000,000.
6. Section 11.1.8 of the Merger Agreement shall be amended to read as
follows:
By the Board of Directors of York, provided that it is not then in
material breach of any representation, warranty, covenant or other
agreement contained herein, if at the conclusion of the Conversion the
appraised value of the shares issued in the Offering (based upon the
Independent Valuation) is less than $255,000,000 and Harris Financial
shall not have agreed to maintain the Exchange Ratio at 1.550.
7. The Merger Agreement shall be amended by adding the following
section 3.1.1(D):
Notwithstanding 3.1.1(A), if at the conclusion of the Conversion the
appraised value of the shares issued in the Offering (based upon the
Independent Valuation) is between $260,000,000 and $255,000,000, then
Harris Financial shall maintain the Exchange Ratio at 1.550.
As to the amendments to the Merger Agreement described in paragraphs 1,
2, 3, 5, 6 and 7 above, this letter shall constitute an amendment of the
Merger Agreement pursuant to section 11.3 thereof, and has been signed by Mr.
Pearson on behalf of Harris Financial, MHC, Harris Financial, Inc. New Harris
Financial, Inc. and Harris Savings Bank, and by Mr. Pullo on behalf of York
Financial Corp. and York Federal Savings and Loan Association.
Please sign the nclosed duplicate copy of this letter if you are in
agreement with the terms of this Agreement.
Very truly yours,
/s/ Charles C. Pearson, Jr.
Charles C. Pearson, Jr.
Accepted and agreed this
23 day of June, 2000
York Financial Corp.
/s/ Robert W. Pullo
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Robert W. Pullo
President