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 19, 1999
Horizon Financial Corp.
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(Exact name of registrant as specified in its charter)
Washington 0-27062 91-1695422
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State or other jurisdiction Commission (I.R.S. Employer
of incorporation File Number Identification No.)
1500 Cornwall Avenue, Bellingham, Washington 98225
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number (including area code) (360) 733-3050
Not Applicable
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(Former name or former address, if changed since last report)
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Item 5. Other Events
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Effective June 19, 1999, Horizon Financial Corp. ("Corporation")
consummated the previously announced acquisition of Bellingham Bancorporation
and its wholly-owned subsidiary, Bank of Bellingham. The acquisition was
accomplished by the merger of Bellingham Bancorporation with and into the
Corporation and by the merger of Bank of Bellingham with and into Horizon
Bank, a savings bank, one of the Corporation's wholly-owned subsidiaries.
Shareholders of Bellingham Bancorporation received 2.74 shares of the
Corporation's common stock in exchange for each share of Bellingham
Bancorporation common stock.
Additional information concerning the acquisition is contained in the
press release issued by the Corporation on June 21, 1999, attached hereto as
Exhibit 99 and incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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Exhibit
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2 Agreement and Plan of Mergers dated as of January 18, 1999 by and
among Horizon Financial Corp., Horizon Bank, a savings bank,
Bellingham Bancorporation and Bank of Bellingham (incorporated by
reference to Exhibit 2 to the Corporation's Form 8-K filed January
22, 1999).
99 Press Release dated June 21, 1999.
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SIGNATURES
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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.
HORIZON FINANCIAL CORP.
DATE: July 14, 1999 By: /s/ V. Lawrence Evans
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V. Lawrence Evans
President and Chief Executive Officer
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Exhibit 99
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[LOGO]
Horizon
Bank
NEWS RELEASE
HORIZON CONTACTS: V. Lawrence Evans, President and CEO, (360) 733-3050,
Richard P. Jacobson, Finance Officer, (360) 733-3050, or David Eldred,
Investor Relations, (360) 756-2568
BELLINGHAM BANCORPORATION CONTACTS:
Jack Daughters, President or Gus Ayala, Chief Financial Officer, (360) 671-
8888
HORIZON FINANCIAL CORP. COMPLETES ACQUISITION OF
BELLINGHAM BANCORPORATION
BELLINGHAM WA - June 21, 1999 - Horizon Financial Corp., Bellingham,
Washington (NASDAQ: HRZB) announced that its merger with Bellingham
Bancorporation, Bellingham, Washington was effective Saturday June 19th, 1999.
Bellingham Bancorporation operates the Bank of Bellingham, a wholly owned
commercial bank subsidiary with three offices in Bellingham.
In connection with the transaction, Bellingham Bancorporation merged into
Horizon Financial Corp. The acquisition was accomplished in an all-stock
transaction valued at approximately $15.5 million, including the assumption of
outstanding Bellingham Bancorporation stock options and warrants. Horizon
Financial Corp. exchanged 2.74 shares of its common stock for each Bellingham
Bancorporation share. In this regard, Horizon issued approximately 1,129,264
shares of its common stock. This transaction is being accounted for using the
pooling-of-interests method of accounting.
Bank of Bellingham President and CEO, Jack Daughters, said "Joining Horizon
Bank is a good fit. It provides us with a unique opportunity to associate
ourselves with an organization that is centered on the concepts of service
excellence and local control. Horizon's expertise with real estate lending,
combined with our commercial banking experience will benefit both
organizations and help to propel us to the next level of community banking
service. Also, merging with Horizon will provide us with access to the
resources of a larger community bank. This will translate into higher lending
limits for our customers and provide us with a larger branch network to
distribute our products and services. We are happy with the prospects of this
merger and we believe our customers, stockholders and employees will enjoy the
benefits."
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Horizon Financial Corp's President and CEO, V. Lawrence Evans, said "The
merger will accelerate our entry into commercial banking and give our
customers access to expanded product lines. Horizon is a local community bank
and this merger is the next logical step in expanding our services in our
current market area. The Bank of Bellingham has employees with many years of
commercial banking experience and we look forward to having them join our
team. Jack Daughters will be made an Executive Vice President and member of
the Board of Directors of Horizon Bank."
According to Horizon, the merger expands the Corporation's capabilities and
will not change existing lines of business. "We have specialized in real
estate lending for decades and real estate lending will continue to be very
important to our business goals," commented Evans. As the Corporation adds
commercial lending to its product offering and increases consumer lending,
Horizon anticipates that the mix of its loan portfolio will change, and should
enhance profitability. More commercial and consumer loans, coupled with low-
cost, commercial deposits should increase the Corporation's operating spread.
Also, the efficiency of combining both organizations under one umbrella should
help save costs. All of these additional benefits may be achieved without
loss of the local decision making and service excellence that both the Bank of
Bellingham and Horizon's customers have come to expect.
Horizon Financial Corp. is a $602 million, state-chartered, bank holding
company, headquartered in Bellingham, Washington. The Corporation's primary
subsidiary, Horizon Bank operates 12 full-service offices throughout Whatcom,
Skagit and Snohomish Counties.
Bellingham Bancorporation, a Washington corporation, is a $64.3 million, bank
holding company, headquartered in Bellingham, Washington. The Bank of
Bellingham, Bellingham Bancorporation's primary subsidiary, was founded in
1992 by a group of local business people for the purpose of providing
commercial banking services to the local community, and operates 3 full-
service banking facilities in Bellingham.
Horizon Financial Corp. may include certain "forward looking statements"
within the meaning and protection of such safe harbor as provided by the
private Securities Litigation and Reform Act of 1995. Management's ability to
predict results or the effect of future plans and strategies is inherently
uncertain. Factors that could affect results include, but are not limited to:
the future level of interest rates, industry trends, general economic
conditions, loan delinquency rates, and changes in state and federal
regulations. These factors should be considered when evaluating any "forward
looking statements" and undue reliance should not be placed on such
statements.
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