SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): December 16, 1997
HIGHLAND BANCORP, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE ---------------------------------- 95-4654552
(State or other (Commission file number) IRS Employee
jurisdiction of incorporation) Identification No.)
601 South Glenoaks Boulevard, Burbank, California 91502
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (818) 848-4265
Not Applicable
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(Former name or former address, if changed since last report)
Item 5. Other: SUCCESSION TO EXCHANGE ACT REPORTING OBLIGATIONS
On December 16, 1997, Highland Bancorp, Inc., a Delaware corporation
(the "Company") became the holding company of Highland Federal Bank, a
federally chartered savings bank (the "Bank"), in accordance with the terms
of a Plan of Reorganization and Agreement of Merger, dated December 3, 1997
(the "Reorganization Agreement"), by and between the Company, the Bank and
Highland Federal Interim Savings Bank ("Interim"), an interim federal savings
bank formed for the sole purpose of effecting the reorganization of the
Bank into a holding company form of organization (the "Reorganization").
Pursuant to the Reorganization Agreement: (i) the Company was organized as a
wholly owned subsidiary of the Bank; (ii) Interim was organized as a wholly
owned subsidiary of the Company; and (iii) Interim was merged with and into
the Bank, with the Bank as the surviving corporation, and with the result
that, by operation of law, the Bank became a wholly owned subsidiary of the
Company. On the effective date of the Reorganization, each issued and
outstanding share of the common stock of the Bank (the "Bank Common Stock")
was converted, by operation of law, into one share of common stock of the
Company (the "Company Common Stock").
Prior to the consummation of the Reorganization, the Bank was
subject to the information, reporting and proxy statement requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and,
in accordance therewith, filed reports, proxy statements and other information
with the Office of Thrift Supervision (the "OTS"). Pursuant to Rule 12g-3
promulgated by the Securities and Exchange Commission (the "Commission") under
the Exchange Act, on the effective date of the Reorganization, the Company
automatically succeeded to the reporting obligations of the Bank under the
Exchange Act. Filings made by the Company under the Exchange Act will be
made with the Commission rather than the OTS. The Bank's reporting
obligations under the Exchange Act ended when the Company's obligations
began. The Company Common Stock has been accepted for listing and is quoted
on The Nasdaq Stock Market, Inc., National Market System under the former
trading symbol of the Bank Common Stock, "HBNK."
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
a. FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.
Not applicable.
b. PRO FORMA FINANCIAL INFORMATION.
Not applicable.
c. Exhibits.
EXHIBIT NO. DESCRIPTION
2.1 Plan of Reorganization and Agreement of Merger, filed as
EXHIBIT A to the Proxy Statement/Prospectus included in the
Registration Statement on Form S-4 filed by the Company
with the Commission on October 28, 1997 (File No.
333-38911), and incorporated herein by reference.
4.1 Form of Stock Certificate, filed as Exhibit 4.1 to the
Registration Statement on Form S-4 filed by the Company
with the Commission on October 28, 1997 (File No.
333-38911), and incorporated herein by reference.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
HIGHLAND BANCORP, INC.
Dated: December 16, 1997 By:/s/ Stephen N. Rippe
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Stephen N. Rippe
President and Chief Executive Officer
