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)
September 10, 1997
WESTWOOD FINANCIAL CORPORATION
(Exact name of Registrant as specified in its Charter)
New Jersey 0-28200 22-3413572
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(State or other jurisdiction (SEC File No.) (IRS Employer
of incorporation) Identification
Number)
700-88 Broadway, Westwood, New Jersey 07675
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 201-666-5002
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Not Applicable
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(Former name or former address, if changed since last Report)
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INFORMATION TO BE INCLUDED IN REPORT
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Item 5. Other Events
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A copy of a press release issued September 10, 1997 by the Registrant
is attached hereto as Exhibit 99 and is incorporated herein by reference in its
entirety.
Item 7. Financial Statements, Pro Forma Financial Information and
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Exhibits
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Exhibit 99 -- Press Release Concerning Merger Agreement dated September 10,
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1997.
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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.
WESTWOOD FINANCIAL CORPORATION
Date: September 10, 1997 By: /s/William J. Woods
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William J. Woods
President
EXHIBIT 99
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Lakeview Financial Corp. Contact: Kevin J. Coogan, President
Lakeview Savings Bank (201) 890-3182
Paterson, New Jersey
Westwood Financial Corporation Contact: William J. Woods, Chairman of the Board
Westwood Savings Bank Joanne Miller, President
Westwood, New Jersey (201) 666-5002
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LAKEVIEW FINANCIAL CORP. ANNOUNCES MERGER AGREEMENT
WITH WESTWOOD FINANCIAL CORPORATION
Paterson, New Jersey -- September 10, 1997 -- Mr. Kevin J. Coogan, President of
Lakeview Financial Corp. ("Lakeview"), the holding company of Lakeview Savings
Bank, Paterson, New Jersey ("Lakeview Savings" or the "Bank") and William J.
Woods, Chairman of the Board of Westwood Financial Corporation ("Westwood"), the
holding company of Westwood Savings Bank, Westwood, New Jersey ("Westwood
Bank"), announced today that the companies have signed a definitive agreement
providing for the merger of Westwood Financial Corporation into Lakeview
Financial Corp. and the merger of Westwood Bank into the Bank.
Lakeview will acquire 100% of the outstanding stock of Westwood. Shares of
Westwood Common Stock will be exchanged for $29.25, payable in the aggregate in
the form of 50% cash and 50% Lakeview Common Stock. Each stockholder of Westwood
may select payment in the form of cash or stock, subject to proration to assure
aggregate consideration of approximately 50% Lakeview Common Stock. The number
of shares of Lakeview Common Stock to be exchanged for Westwood Common Stock
will be determined based upon the average market price of Lakeview Common Stock
during the 15 trading days one week prior to the closing date.
The transaction is expected to be accounted for as a purchase and to be tax-free
to the shareholders of Westwood to the extent that they receive Lakeview Common
Stock in exchange for Westwood stock. The transaction is subject to certain
contingencies including satisfaction of State and Federal regulatory approvals,
approval by the shareholders of Westwood and receipt of a fairness opinion by
Westwood. It is anticipated that the transaction will close by approximately
March 1998.
Mr. Coogan, President of the Lakeview and the Bank said, "The merging of
Westwood with us strengthens our market presence in this region for the benefit
of our customers and the community generally. This merger is a natural fit for
Lakeview."
William J. Woods, Chairman and Chief Executive Officer of Westwood said, "We
feel this merger is a unique opportunity for Westwood stockholders and
customers. We chose to associate with Lakeview Financial Corp. because of their
dedication to the communities they serve, their customers, and their employees."
Lakeview is a unitary savings and loan holding company, which owns all of the
outstanding stock of Lakeview Savings. Lakeview Savings is a community-oriented,
retail savings institution offering traditional deposit and mortgage loan
products. The Bank primarily serves the Northern New Jersey counties of Passaic
and Bergen County through a network of 8 offices, providing a full range of
retail banking services, with emphasis on one-
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to-four family residential mortgages. Lakeview's common stock is traded on the
Nasdaq National Market under the symbol "LVSB."
Westwood is a unitary bank holding company, which owns all of the outstanding
stock of Westwood Bank. At June 30, 1997, Westwood had consolidated total assets
of $111.4 million, total deposits of $91.0 million, and shareholders' equity of
$10.2 million. Westwood Bank is a community-oriented retail savings institution
offering traditional deposit and mortgage loan products from its main office
located at 700-88 Broadway, Westwood, New Jersey and one branch office located
at 139 Terrace Street, Haworth, New Jersey. Westwood's common stock is traded on
the Nasdaq SmallCap Market under the symbol "WWFC."
