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 23, 2000
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HARRIS FINANCIAL, INC.
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(Exact Name of Registrant as Specified in Charter)
Pennsylvania 0-22399 23-2889833
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(State or Other Jurisdiction (Commission File No.) (I.R.S. Employer
of Incorporation) Identification No.)
235 N. Second Street, Harrisburg, PA 17101
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (716) 236-4041
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Not Applicable
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(Former name or former address, if changed since last report)
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Items 1, 2, 3, 4 and 6: Not Applicable
Item 5. Other Events
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On June 26, 2000, Harris Financial, Inc. (the "Registrant") issued a press
release regarding its filing of a registration statement on Form S-1 relating to
a stock offering conducted as part of the mutual-to-stock conversion of Harris
Financial, MHC, and a registration statement on Form S-4 relating to the merger
of York Financial Corp. with and into the Registrant with the registrant as the
resulting entity. The registration statements were filed on June 23, 2000. A
copy of the press release is filed as exhibit 1 hereto.
In addition, on June 23, 2000, the Agreement and Plan of Reorganization by
and Between Harris Financial, MHC, Harris Financial, Inc., New Harris Financial,
Inc. and Harris Savings Bank, and York Financial Corp. and York Federal Savings
and Loan Association (the "Merger Agreement") was amended by the parties to the
Merger Agreement. The agreement pursuant to which the Merger Agreement was
amended is set forth as Exhibit 2. The registration statements on Forms S-1 and
S-4 reflect all such amendments to the Merger Agreement.
Item 7. Financial Statements, Pro Forma Financial Information, and Exhibits
1. Press release relating to the filing of the registration statements.
2. Agreement, dated June 23, 2000, amending the terms of March 27, 2000,
Agreement and Plan of Reorganization by and Between Harris Financial, MHC,
Harris Financial, Inc., New Harris Financial, Inc. and Harris Savings Bank,
and York Financial Corp. and York Federal Savings and Loan Association.
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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.
HARRIS FINANCIAL, INC.
DATE: June 26, 2000 By: /s/ James L. Durrell
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James L. Durrell
Executive Vice President and Chief Financial Officer
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EXHIBIT 1
FOR IMMEDIATE RELEASE
For Additional Information Contact:
Bob Gentry
(717) 909-2329
HARRIS FINANCIAL ANNOUNCES FILING
OF REGISTRATION STATEMENTS
Harrisburg, PA, June 26, 2000: Charles C. Pearson, Jr., President and Chief
Executive Officer of Harris Financial, Inc. (Nasdaq/NMS:HARS), announced that on
June 23, 2000, Harris Financial filed a registration statement with the
Securities and Exchange Commission with respect to an offering of common stock
and filed an application with the Office of Thrift Supervision, seeking approval
of a Plan of Conversion adopted by the Board of Directors. Harris Financial is
the holding company for Harris Savings Bank. This filing is in connection with
Harris Financial's previously announced intent to conduct a "second-step"
conversion and simultaneous merger with York Financial Corp., York,
Pennsylvania, the holding company for York Federal Savings and Loan Association.
A registration statement relating to the merger was also filed on June 23.
In connection with the Plan, Harris Financial will re-charter from a
Pennsylvania stock holding company to a federal stock holding company, and
Harris Savings Bank will re-charter from a Pennsylvania to a federal stock
savings bank. Pursuant to the Plan, the corporate existence of Harris Financial,
MHC will end in the conversion, and Harris Financial, MHC's ownership interest
of 75.9% of Harris Financial will be sold in the stock offering to be conducted
by the corporate successor to Harris Financial (the "Company"). Concurrently
with the completion of the conversion and related stock offering, the Company
will issue shares of its common stock to 1) the public stockholders of Harris
Financial ("minority stockholders"), who currently own 24.1% of Harris
Financial's common stock and 2) the stockholders of York Financial. Minority
stockholders will receive shares of the Company's stock in exchange for their
existing shares, and York Financial stockholders will receive shares of the
Company's stock in exchange for their shares of York Financial stock. The merger
with York Financial, the conversion of Harris Financial, MHC and the Company's
stock offering are interdependent.
The Company will offer between 19,550,000 and 26,450,000 shares of common stock
(subject to a 15% increase) at a purchase price of $10.00 per share. The number
of shares to be issued in the stock offering and issued to the minority
stockholders is based, in part, on an independent appraisal of the pro forma
market value of Harris Financial. At June 9, 2000, the independent appraisal
reflected a valuation range of Harris Financial (prior to the merger) of between
$257.4 million and $348.3 million, with a midpoint of $302.8 million. The number
of shares that minority stockholders will receive will be calculated based on an
exchange ratio that is intended to ensure that, after the conversion and
offering, but before giving effect to shares issued in the merger with York
Financial, minority stockholders will maintain approximately the same ownership
interest in the Company as they currently own in Harris Financial. That
ownership interest will be reduced, however, as a result of the additional
shares of the Company's stock to
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be issued to York Financial's former stockholders. Minority stockholders are
expected to receive between .7667 and 1.0373 shares (subject to a 15% increase
to 1.1928 shares) of the Company's stock in exchange for each of their existing
shares of Harris Financial stock. The offering range and the share exchange
ratios could change as a result of regulatory review or due to updates to the
independent appraisal, reflecting changes in condition of the market before or
during the offering.
Shares of the Company's stock will be offered for sale in a subscription
offering, which is expected to be made, in descending order of priority, to
Harris Savings Bank's depositors with $50 or more on deposit at December
31,1998; the Bank's employee stock ownership plan; and depositors as of later,
yet unspecified dates. Shares of stock not sold in the subscription offering are
expected to be offered to the public in a community offering, with a preference
to residents of the counties where Harris Savings Bank has branch offices, to
Harris Financial stockholders and to York Financial stockholders and depositors.
Shares unsubscribed in the subscription and community offerings are expected to
be offered for sale to the public in a firm commitment underwritten public
offering.
The Plan will not affect the terms and conditions of any loans held by borrowers
of Harris Savings Bank, nor will it affect the balances, interest rates,
maturities or insurance coverage of deposit accounts. The conversion is subject
to contingencies, including the receipt of Office of Thrift Supervision approval
and ratification of the Plan by depositors of Harris Savings Bank and minority
stockholders of Harris Financial. The merger is subject to approvals of the
Office of Thrift Supervision, Harris Financial's minority stockholders and York
Financial's stockholders. The special meeting dates for depositors and
stockholders to vote upon the conversion and merger have not been set.
The Company expects that late in the third quarter of 2000, prospectuses will be
distributed to those eligible to subscribe in the subscription offering, and
proxy statements will be provided to stockholders and depositors eligible to
vote on the Plan and/or the meger.
Harris Savings Bank operates 37 branches in five counties of southcentral
Pennsylvania and Washington County, Maryland. As of March 31, 2000, Harris
Financial had assets of $2.8 billion, deposits of $1.4 billion and equity of
$167.2 million. York Federal Savings and Loan Association operates 25
full-service offices in four counties in southcentral Pennsylvania and in
Harford County, Maryland. As of March 31, 2000, York Financial had assets of
$1.6 billion, deposits of $1.2 billion and equity of $109.9 million.
This release contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995, as it contains descriptions of
the terms of transactions that may occur in the future. These statements are not
historical facts and include expressions about management's confidence and
strategies and management's expectations about transactions, all of which are
subject to various contingencies. Such forward-looking statements involve
certain risks and uncertainties. Actual terms of the transactions may differ
materially from those discussed in these forward-looking statements. Factors
that might cause such a difference include, but are not limited to, changes in
the terms as a result of regulatory requirements and
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policy, changes in the independent valuation resulting from general financial
and market conditions, and changes in the businesses and operations of Harris
Financial and York Financial. Harris Financial assumes no obligation for
updating such forward-looking statements at any time.
Registration statements relating to the common stock of Harris Financial, Inc.
and the Company have been filed with the Securities and Exchange Commission, but
have not yet become effective. This release is neither an offer to sell nor a
solicitation of an offer to buy common stock. The offer is made only by the
prospectus. The shares of common stock are not savings accounts, may lose value
and are not insured by the Federal Deposit Insurance Corporation or any
government agency.
Registration statements relating to the Company's stock offering and the merger
with York Financial have been filed with the Securities and Exchange Commission.
The registration statements are available to be examined without charge at the
public reference facilities of the Securities and Exchange Commission located at
450 Fifth Street, N.W., Washington, D.C. 20549, and copies of such material can
be obtained from the SEC at prescribed rates. In addition, the SEC maintains a
web site (http://www.sec.gov) that contains reports, proxy and information
statements, and registration statements and other information regarding
registrants that file electronically with the SEC, including Harris Financial
and York Financial. The registration statements filed on June 23, 2000, are
available at this web site. A proxy statement soliciting votes of stockholders
of York Financial and Harris Financial will be sent by York Financial and Harris
Financial to their stockholders at a later date. The proxy statement will
contain important information regarding the transaction, and stockholders should
read it carefully when it becomes available. The statements contained in this
document as to the terms of the transactions are, of necessity, brief
descriptions, and should be read in conjunction with, the registration
statements and the proxy statement. The proxy statement will also describe any
material interests of officers and directors of Harris Financial and York
Financial in the transaction, by security holdings or otherwise.
For Additional Information Contact:
Bob Gentry
(717) 909-2329
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EXHIBIT 2
Harris Financial, Inc.
235 North Second Street
Harrisburg, PA 17101
June 23, 2000
Mr. Robert W. Pullo
President
York Financial Corp.
101 South George Street
York, Pennsylvania 17401
Re: Merger Agreement
Dear Bob:
This letter is intended to confirm our prior discussion and agreement on
certain matters pertaining to the Agreement and Plan of Reorganization dated
March 27, 2000, by and among Harris Financial, M.H.C., Harris Financial, Inc.,
New Harris Financial, Inc., Harris Savings Bank, York Financial Corp., and York
Federal Savings and Loan Association (the "Merger Agreement"). Defined terms
used in this letter and not defined herein shall have the meanings ascribed to
them in the Merger Agreement. Specifically, we have each agreed as follows:
1. Section 8.3.8 of the Merger Agreement, shall be amended to provide as
follows:
If any shares of New Harris Common Stock that are offered for sale in
the subscription offering that is conducted as part of the Conversion
Offering remain unsold then, at Harris Financial's discretion and only
to the extent necessary in order to issue the minimum number of shares
necessary in order to complete the Conversion Offering, up to
5,000,000 of such shares may be issued to York shareholders as part of
the Merger Consideration. In such event, the unsold shares of New
Harris Common Stock that are issued to York shareholders shall be
assumed to have also been issued in the Conversion Offering (and as a
result to have increased the total number of outstanding shares for
purposes of these computations) for purposes of calculating the
Maximum Percentage.
2. Section 11.1.10 of the Merger Agreement shall be amended to provide as
follows:
By the Board of Directors of Harris Financial or York, provided that
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the terminating party is not then in material breach of any
representation, warranty, covenant or other agreement contained
herein, if by December 31, 2000, or March 31, 2001 if Harris Financial
shall have exercised its right to extend the Termination Date, either
of the fairness opinions required by Sections 9.2.6 and 9.3.6 shall
not have been obtained or as a result of market conditions Harris
Financial or New Harris Financial shall not have delivered the
Conversion Prospectus to offerees in connection with the Conversion.
3. Section 11.2.2(c) of the Merger Agreement shall be amended to provide as
follows:
In the event of a termination of this Agreement pursuant to Section
11.1.7, 11.1.8, or 11.1.10 hereof, Harris Financial shall be obligated
to reimburse York for up to $500,000 of out-of-pocket costs and
expenses, including, without limitation, reasonable legal, accounting
and investment banking fees and expenses, incurred by York in
connection with the entering into of this Agreement and the carrying
out of any and all acts contemplated hereunder. Except as set forth in
the following sentence, the payment of such out-of-pocket costs shall
be the exclusive remedy. If Harris Financial shall have exercised its
right to extend the Termination Date beyond December 31, 2000, in the
event of termination of this Agreement by either York or Harris
Financial (provided, that York is not then in material breach of any
representation, warranty, covenant or other agreement contained
herein), then Harris Financial shall be obligated to pay an additional
$500,000 to York. The payment of such $500,000 is in addition to the
out-of-pocket costs and expenses set forth in the first sentence of
this Section 11.2.2(c) and shall be the exclusive remedy.
4. Pursuant to sections 2.9 and 7.1 of the Merger Agreement, York has
consented to any election by the Mutual Company, Harris Financial and
Harris Savings Bank to convert their charters to a federal mutual holding
company charter, a federal mid-tier stock holding company charter, and a
federal savings bank charter, respectively.
5. Section 11.1.7 of the Merger Agreement shall be amended to read as follows:
By the Board of Directors of Harris Financial, provided that it is not
then in material breach of any representation, warranty, covenant or
other agreement contained herein, if at the conclusion of the
Conversion the appraised value of the shares issued in the Offering
(based upon the Independent Valuation) is less than $255,000,000.
6. Section 11.1.8 of the Merger Agreement shall be amended to read as follows:
By the Board of Directors of York, provided that it is not then in
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material breach of any representation, warranty, covenant or other
agreement contained herein, if at the conclusion of the Conversion the
appraised value of the shares issued in the Offering (based upon the
Independent Valuation) is less than $255,000,000 and Harris Financial
shall not have agreed to maintain the Exchange Ratio at 1.550.
7. The Merger Agreement shall be amended by adding the following section
3.1.1(D):
Notwithstanding 3.1.1(A), if at the conclusion of the Conversion the
appraised value of the shares issued in the Offering (based upon the
Independent Valuation) is between $260,000,000 and $255,000,000, then
Harris Financial shall maintain the Exchange Ratio at 1.550.
As to the amendments to the Merger Agreement described in paragraphs 1, 2,
3, 5, 6 and 7 above, this letter shall constitute an amendment of the Merger
Agreement pursuant to section 11.3 thereof, and has been signed by Mr. Pearson
on behalf of Harris Financial, MHC, Harris Financial, Inc. New Harris Financial,
Inc. and Harris Savings Bank, and by Mr. Pullo on behalf of York Financial Corp.
and York Federal Savings and Loan Association.
Please sign the enclosed duplicate copy of this letter if you are in
agreement with the terms of this Agreement.
Very truly yours,
/s/ Charles C. Pearson, Jr.
Charles C. Pearson, Jr.
Accepted and agreed this
23 day of June, 2000
York Financial Corp.
/s/ Robert W. Pullo
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Robert W. Pullo
President
