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): August 24, 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
On August 24, 2000, Harris Financial, Inc. issued a press release
announcing the commencement of a stock offering in connection with the
mutual-to-stock conversion of Harris Financial, MHC. A copy of the press release
is filed as exhibit 1.
Item 7. Financial Statements, Pro Forma Financial Information, and Exhibits
1. Press release.
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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: August 31, 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
Harris Financial Announces Commencement of an Offering of Waypoint Financial
Corp. Stock
HARRISBURG, Pa.--(BUSINESS WIRE)--Aug. 24, 2000--Charles C. Pearson, Jr.,
Chairman, President and Chief Executive Officer of Harris Financial, Inc.
(Nasdaq/NMS:HARS - news) and Robert W. Pullo, Chairman and Chief Executive
Officer of York Federal Savings and Loan Association, announced that Harris
Financial and Waypoint Financial Corp., newly-formed to replace Harris Financial
as the holding company for Harris Savings Bank, will begin an offering of common
stock pursuant to a Plan of Conversion. Pursuant to the Plan, Harris Financial,
MHC, the mutual holding company for Harris Financial, will conduct a
"second-step" conversion, through the stock offering. Harris Financial, MHC will
offer for sale its 75.9% interest in Harris Financial. As part of the
transaction, Harris Financial and Harris Financial, MHC will cease to exist,
Harris Savings Bank will change its name to Waypoint Bank and Waypoint Financial
will become the fully-public holding company for Waypoint Bank.
The conversion is being conducted in connection with Waypoint Financial's
proposed merger with York Financial Corp., York, Pa. (Nasdaq/NMS:YFED - news).
In the merger, which will occur simultaneously with the completion of the
conversion and related stock offering, York Financial will cease to exist and
its subsidiary, York Federal Savings and Loan Association, will merge with
Harris Savings Bank. Also concurrently with the conversion and stock offering,
Waypoint Financial 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 Way point Financial shares in
exchange for their existing shares, and York Financial stockholders will receive
Waypoint Financial shares in exchange for their shares of York Financial stock.
The merger with York Financial, the conversion of Harris Financial, MHC and the
Way point Financial stock offering are interdependent. No transaction will occur
without the others. Waypoint Financial is offering for sale 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. If Waypoint Financial does not receive orders for at
least 19,550,000, then, in limited circumstances, as few as 14,550,000 shares
may be sold in the offering.
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 Waypoint Financial as they currently own in Harris Financial. That
ownership interest will be reduced, however, as a result of the additional
shares of stock to be issued to York Financial's stockholders in the merger.
Minority stockholders are expected to receive between .7667 and 1.0373 shares
(subject to a 15% increase to 1.1928 shares) of Waypoint Financial stock in
exchange for each of their existing shares of Harris Financial stock. York
Financial's stockholders are expected to receive between 1.550 and 1.759 shares
(subject to increase to 2.023 shares) of Waypoint Financial stock for each share
of York
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Financial stock. The offering range and the share exchange ratios could change
as a result of updates to the independent appraisal, reflecting changes in
market conditions during the offering.
Shares of stock are being offered for sale in a subscription offering, in
descending order of priority, to Harris Savings Bank's depositors with $50 or
more on deposit at December 31,1998; Harris Savings Bank's employee stock
ownership plan; depositors with $50 or more on deposit at June 30, 2000 and
depositors at August 7, 2000. Shares of stock not sold in the subscription
offering are expected to be offered to the public in a concurrent community
offering, with a preference to residents of the counties where Harris Savings
Bank and York Federal have branches, to Harris Financial stockholders and York
Financial stockholders at August 7, 2000 and to current York Federal 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. All shares will be sold at $10.00 per share.
The conversion and merger 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 the receipt of final 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 final
approval of the Office of Thrift Supervision, Harris Financial's minority
stockholders and York Financial's stockholders.
Stock offering materials will be mailed to those eligible to subscribe in the
subscription offering, and proxy materials will be provided to stockholders and
depositors eligible to vote on the Plan and/or the merger. Information,
including details of the offering, the merger and operations of Harris Financial
and York Financial are provided in the Prospectus, which is expected to be
available after August 28, 2000, by calling the Waypoint Financial Stock
Information Center, which will commence operations at that time. The toll free
telephone number is 877/902-7556. Hours of operation will be from 9:00 a.m. to
4:00 p.m., Monday through Friday. Way point Financial's common stock is expected
to trade on the Nasdaq National Market under symbol "WYPT".
Harris Savings Bank operates 37 branches in five counties of south central
Pennsylvania and Washington County, Maryland. As of June 30, 2000, Harris
Financial had unaudited assets of $2.9 billion and equity of $168.7 million.
York Federal Savings and Loan Association operates 26 full-service offices in
four counties in south central Pennsylvania and in Harford County, Maryland. As
of June 30, 2000, York Financial had unaudited assets of $1.7 billion and equity
of $109.9 million.
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.
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Contact:
Harris Savings Bank
James Durrell
Executive Vice President and Chief Financial Officer
717/909-2247
or
York Federal Savings and Loan Association
Robert W. Pullo
Chairman and Chief Executive Officer
717/849-2746
