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): August 28, 2002
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LEEDS FEDERAL BANKSHARES, INC.
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(Exact Name of Registrant as Specified in Charter)
Federal 0-23645 56-2062351
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(State or Other Jurisdiction (Commission File No.) (I.R.S. Employer
of Incorporation) Identification No.)
1101 Maiden Choice Lane, Baltimore, Maryland 21229
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (410) 242-1234
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Not Applicable
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(Former name or former address, if changed since last report)
Item 5. Other Events
As previously reported on Form 8-K, on August 16, 2001, Leeds Federal
Bankshares, Inc. ("Leeds Mid-Tier"), its mutual holding company, Leeds Federal
Bankshares, MHC ("Leeds MHC"), and its subsidiary savings bank, Leeds Federal
Savings Bank ("Leeds Savings"), entered into an Agreement and Plan of Merger
(the "Merger Agreement") with Northwest Bancorp, Inc. ("Northwest Mid-Tier"),
its mutual holding company, Northwest Bancorp, MHC ("Northwest MHC"), and its
subsidiary savings bank, Northwest Savings Bank ("Northwest Bank"). Under the
terms of the Merger Agreement, Leeds MHC would be merged with and into Northwest
MHC with Northwest MHC as the surviving institution, and Leeds Mid-Tier would be
merged with and into Northwest Mid-Tier with Northwest Mid-Tier as the surviving
institution. Leeds Mid-Tier stockholders other than Leeds MHC would receive
$32.00 in cash for each share of Leeds Mid-Tier. The transaction is subject to
certain conditions, including, among others, approval by Leeds Mid-Tier
stockholders and Leeds MHC members (if necessary) and applicable regulatory
authorities.
The Merger Agreement provided that either party may terminate the Merger
Agreement if the closing date shall not have occurred on or before April 30,
2002, subject to extension in certain circumstances. As previously reported on
Form 8-K, on April 30, 2002, the parties entered into an Agreement extending the
deadline for closing the acquisition until August 28, 2002. On August 28, 2002,
the parties entered into a Second Amendment to Agreement and Plan of Merger
further extending the deadline for closing the acquisition until December 31,
2002. On August 28, 2002, the parties also entered into a Third Amendment to
Agreement and Plan of Merger to modify the structure of the transaction by
eliminating the merger of Leeds Mid-Tier into Northwest Mid-Tier and to make
other technical changes to the Merger Agreement to effect the revised structure.
As a result of such change, Leeds Savings will become a wholly-owned subsidiary
of Northwest MHC. As a result, Leeds Savings will not be part of the Northwest
Mid-Tier consolidated group immediately after the merger. The $32.00 per share
cash consideration to be paid to the public stockholders of Leeds Mid-Tier and
all other terms and conditions of the merger will remain unchanged.
Item 7. Financial Statements, Pro Forma Financial Information, and Exhibits
The following Exhibits are filed as part of this report:
Exhibit No. Description
2.1 Agreement and Plan of Merger by and among Northwest
Savings Bank, Northwest Bancorp, Inc., Northwest
Bancorp, MHC and Leeds Federal Savings Bank, Leeds
Federal Bankshares, Inc., and Leeds Federal Bankshares,
MHC dated as of August 16, 2001 (incorporated by
reference to Exhibit 2.1 to the Registrant's Form 8-K
filed on August 24, 2001)
2.2 Agreement by and among Northwest Savings Bank, Northwest
Bancorp, Inc., Northwest Bancorp, MHC and Leeds Federal
Savings Bank, Leeds Federal Bankshares, Inc., and Leeds
Federal Bankshares, MHC dated as of April 30, 2002
(incorporated by reference to Exhibit 2.2 to the
Registrant's Form 8-K filed on May 10, 2002)
2.3 Second Amendment to Agreement and Plan of Merger by and
among Northwest Savings Bank, Northwest Bancorp, Inc.,
Northwest Bancorp, MHC and Leeds Federal Savings Bank,
Leeds Federal Bankshares, Inc., and Leeds Federal
Bankshares, MHC dated as of August 28, 2002
2.4 Third Amendment to Agreement and Plan of Merger by and
among Northwest Savings Bank, Northwest Bancorp, Inc.,
Northwest Bancorp, MHC and Leeds Federal Savings Bank,
Leeds Federal Bankshares, Inc., and Leeds Federal
Bankshares, MHC dated as of August 28, 2002
99.1 Joint Press Release dated August 28, 2002
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.
LEEDS FEDERAL BANKSHARES, INC.
DATE: September 10, 2002 By: /s/ Dale R. Douglas
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Dale R. Douglas
Senior Vice President
EXHIBIT INDEX
The following Exhibits are filed as part of this report:
Exhibit No. Description
2.1 Agreement and Plan of Merger by and among Northwest
Savings Bank, Northwest Bancorp, Inc., Northwest
Bancorp, MHC and Leeds Federal Savings Bank, Leeds
Federal Bankshares, Inc., and Leeds Federal Bankshares,
MHC dated as of August 16, 2001 (incorporated by
reference to Exhibit 2.1 to the Registrant's Form 8-K
filed on August 24, 2001)
2.2 Agreement by and among Northwest Savings Bank, Northwest
Bancorp, Inc., Northwest Bancorp, MHC and Leeds Federal
Savings Bank, Leeds Federal Bankshares, Inc., and Leeds
Federal Bankshares, MHC dated as of April 30, 2002
(incorporated by reference to Exhibit 2.2 to the
Registrant's Form 8-K filed on May 10, 2002)
2.3 Second Amendment to Agreement and Plan of Merger by and
among Northwest Savings Bank, Northwest Bancorp, Inc.,
Northwest Bancorp, MHC and Leeds Federal Savings Bank,
Leeds Federal Bankshares, Inc., and Leeds Federal
Bankshares, MHC dated as of August 28, 2002
2.4 Third Amendment to Agreement and Plan of Merger by and
among Northwest Savings Bank, Northwest Bancorp, Inc.,
Northwest Bancorp, MHC and Leeds Federal Savings Bank,
Leeds Federal Bankshares, Inc., and Leeds Federal
Bankshares, MHC dated as of August 28, 2002
99.1 Joint Press Release dated August 28, 2002