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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): MAY 23, 1996
COMMISSION FILE NUMBER: 0-27124
NHS FINANCIAL, INC.
(Exact name of registrant as specified in its charter)
California 68-0359326
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(State of incorporation) (I.R.S Employer Identification Number)
1050 Fourth Street
San Rafael, California 94901
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(Address of principal executive office) (Zip Code)
Registrant's telephone number: (415) 257-3761
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Item 5. Other Events
The Company issued a news release on May 23, 1996, which reads in part as
follows: "San Rafael, CA - May 23, 1996 - NHS Financial, Inc., the parent of
New Horizons Savings and Loan Association has agreed to be acquired by Luther
Burbank Savings. Luther Burbank, which is headquartered in Santa Rosa, is a
privately held institution. Both corporations have signed a definitive
agreement to merge, through which the acquisition will be completed." The full
text of the news release is attached as Exhibit 20.1.
Item 7. Financial Statements and Exhibits
EXHIBIT NUMBER
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20.1 NHS Financial, Inc. - News Release dated May 23, 1996
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
NHS FINANCIAL, INC.
(Registrant)
Date: June 10, 1996 /s/ JAMES W. BARNETT
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JAMES W. BARNETT
President and Chief Executive Officer
Dated: June 10, 1996 /s/ ALBERT J. THOMSON
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ALBERT J. THOMSON
Senior Vice President and Chief Financial Officer
Dated: June 10, 1996 /s/ JARED L. BOOK
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JARED L. BOOK
Vice President and Chief Accounting Officer
2
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EXHIBIT 20.1
[LETTERHEAD]
NEWS RELEASE
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CONTACTS: JAMES W. BARNETT GEORGE MANCINI
Chairman and CEO President
NHS Financial, Inc. Luther Burbank Savings
415-257-3781 707-578-9216
NHS FINANCIAL AND LUTHER BURBANK SIGN DEFINITIVE AGREEMENT
SAN RAFAEL, CA - May 23, 1996 - NHS Financial (NASDAQ:NHSL), the parent of
New Horizons Savings and Loan Association has agreed to be acquired by Luther
Burbank Savings. Luther Burbank, which is headquartered in Santa Rosa, is a
privately held institution. Both corporations have signed a definitive
agreement to merge, through which the acquisition will be completed.
Under the terms of the agreement, Luther Burbank will pay a total cash
consideration of approximately $29.7 million or $11.50 per share to the
shareholders of NHS Financial. The proposed merger, which is subject to
approval by the shareholders of both corporation as well as regulators, is
expected to close at the end of the third quarter of 1996.
In connection with the merger, New Horizon has granted Luther Burbank an
option to purchase newly issued shares, giving Luther Burbank 19.9% ownership of
NHS Financial. This option would be triggered should NHS Financial accept an
offer to be acquired at a higher price.
"New Horizons and Luther Burbank share similar growth goals, market niches,
and business philosophies. Both operations focus on custom construction and
residential real estate loans in the North Bay. Our combined operations will
broaden lending capacity to the communities we serve," stated James W. Barnett,
President and CEO of New Horizons.
"The merger will strengthen our community oriented thrifts. The resulting
institution will be capable of offering even greater service to the communities
in Marin and Sonoma counties," stated George Mancini, President of Luther
Burbank Savings.
In August of 1994, the two institutions had agreed, in principle, to a
merger in the fall of 1994. Both sides were forced to abandon negotiations,
when rapidly rising interest rates put Luther's financing in jeopardy.
Luther Burbank has $430 million in assets and operates one branch in Santa
Rosa. New Horizons Savings and Loan, headquartered in Marin County, has $285
million in assets and operates three branches in San Rafael, Mill Valley and
Novato. The core of New Horizon's business is providing customized loans for
homes and for home construction. Yesterday, May 22, 1996, the company's stock
closed the trading day at $9.50 per share.
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