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 25, 1997
Harbor Florida Bancorp, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware 65-0737675
(State of Other Jurisdiction (Commission File IRS
Employer
of Incorporation) Number) Identification No.
100 S. Second Street, Fort Pierce, FL 34950
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (561) 461-2414
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Item 1. Change in Control of Registrant.
On June 25, 1997, Harbor Florida Bancorp, Inc. (the "Company") become
the middle tier holding company for Harbor Federal Savings Bank in accordance
with the terms of the Agreement and Plan of Reorganization dated November 27,
1996 (the "Agreement") by and among Harbor Federal Savings Bank (the "Savings
Bank"), Interim Harbor Federal Savings Bank ("Interim") and the Company.
Before the reorganization was consummated the Company was organized as a
wholly-owned subsidiary of the Savings Bank. Interim was organized as a
wholly owned subsidiary of the Company.
Pursuant to the Agreement, Interim merged with and into the Savings Bank
with the Savings Bank as the surviving institution. Upon the merger the
outstanding shares of common stock, par value $1 par share, of the Savings
Bank became, by operation of law, on a one for one basis, common stock, par
value $0.01 per share, of the Company. The common stock of Interim held by
the Company was converted into common stock with the Savings Bank and the
common stock of the Company held by the Savings Bank was canceled.
Accordingly, the Savings Bank became a wholly owned subsidiary of the Company
and the stockholders of the Savings Bank became stockholders of the Company.
The common stock of the Company has been registered with the SEC under
Section 12(g) of the Securities and Exchange Act of 1934 as amended, and has
been substituted for the common stock of the Savings Bank on the NASDAQ
National Market under the symbol "HARB."
Item 5. Other Events.
On June 25, 1997, the Board of Directors of Harbor Florida Bancorp, Inc.
announced the authorization of the stock repurchase program of up to 248,000
shares of the Company's common stock. This represents approximately 5% of the
total outstanding shares of common stock. The repurchase will be conducted in
the open market pursuant to Rule 10b-18 of the Securities and Exchange Act of
1934 as amended. A copy of the press release announcing the stock repurchase
is attached hereto.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements
Not applicable
(b) Pro Forma Financial Information
Not applicable
(c) Exhibits
(2) Agreement and Plan of Reorganization -- incorporated by
reference from the Registration Statement on Form S-4 (File
No. 333-18381) filed by the Company with the SEC on
December 20, 1996
(99) Press release dated June 25, 1997
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 hereto duly authorized.
Harbor Florida Bancorp, Inc.
Registrant
Date: June 27, 1997 By: /s/
Don W. Bebber
Senior Vice President -
Finance
Division
Harbor Federal Savings Bank Completes Two-Tier Holding
Company Ownership And Announces Stock Repurchase Program
FORT PIERCE, Fla., June 25 / PRNewswire/ -- Harbor Federal Savings Bank
(Nasdaq: HARB) announced today that it has completed its reorganization into
the two-tier form of mutual holding company ownership. Pursuant to the
reorganization, Harbor Federal Savings Bank (the "Bank") is now the wholly
owned subsidiary of Harbor Florida Bancorp, Inc., a Delaware corporation.
Harbor Florida Bancorp, Inc. is the majority owned subsidiary of Harbor
Financial, M.H.C. Pursuant to the reorganization each share of the Bank's
outstanding common stock was automatically converted into one share of Harbor
Florida Bancorp, Inc. common stock. Harbor Florida Bancorp, Inc. common stock
will trade on the Nasdaq national market under the symbol HARB on Thursday,
June 26, 1997.
Harbor Florida Bancorp, Inc. also announced that its Board of Directors
has authorized the repurchase of up to 248,000 shares of the company's common
stock. This represents approximately 5% of the total outstanding common
stock. Repurchases will be conducted in the open market.
"The repurchase of our shares represents an attractive investment
opportunity for Harbor Florida Bancorp, Inc.," said Michael J. Brown, Sr.,
President and C.E.O. "This share repurchase program is an additional capital
management tool to enhance stockholder value."
"The repurchased stock will be used for general corporate purposes. The
stock repurchases generally will be in the open market. The Board of
Directors will periodically review the stock repurchase program, and its
continuation will depend upon the company's financial, stock price, economic
factors and other considerations," Brown said.
This news release contains forward-looking statements within the meaning
of the Public Securities Litigation Reform Act of 1995 that involve risks and
uncertainties, including interest rate risk, credit and economic risks, and
other factors which affect the risks of financial institutions and which are
described from time to time in the company's publicly available SEC and OTS
reports and which could cause actual results to differ materially.
Harbor Federal is located in Fort Pierce, Florida and has 23 offices
located in a six county area of East Central Florida.
SOURCE Harbor Federal Savings Bank
-0- 6/25/97
/CONTACT: Michael J. Brown, Sr., President, 561-460-7000, or Don
Bebber, CFO, 561-460-7009, or Bonnie Forrest, Investor Relations, 561-460-
7046, all of Harbor Federal, http://www.harborfederal.com/
(HARB)
