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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
F O R M 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) July 12, 1996
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Harris Bankcorp, Inc.
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(Exact name or registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
0-18179 36-2722782
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(Commission File Number) (IRS Employer Identification No.)
111 West Monroe Street, Chicago, Illinois 60603
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 312-461-2121
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
Not applicable
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On June 28, 1996, Harris Trust and Savings Bank ("Harris"), a
wholly-owned subsidiary of Harris Bankcorp, Inc. ("Registrant"), completed the
acquisition of 54 branches previously owned by Household Bank, f.s.b.
("Household"), a wholly-owned subsidiary of Household International, Inc. The
54 branches are located throughout the metropolitan Chicago area. In addition
to real and personal property, Harris will assume certain deposit liabilities
and will purchase other assets, primarily consumer loans. In anticipation of
this transaction, on June 27, 1996 the Registrant increased its capital base by
$340 million, in part through the issuance of $45 million of Series "B"
non-voting, callable perpetual preferred stock and an additional $15 million of
long term subordinated debt. Both issues were purchased by Registrant's
immediate parent, Bankmont Financial Corp. The balance of the capital, $280
million, was provided through a direct infusion of common equity by Bankmont
Financial Corp.
On June 28, 1996, the acquisition closed using a preliminary settlement
based on deposit and loan balances as of June 25, 1996. The contract between
Harris and Household provides for a final settlement to occur within 10
business days of the closing, to reflect actual loan and deposit balances as of
the closing date. It is not anticipated that the final settlement adjustments
will be material. At the closing, Harris assumed deposits and accrued interest
totaling approximately $2.9 billion. In addition, Harris acquired loans
totaling approximately $340 million along with real property and certain other
miscellaneous assets. After paying a purchase price of approximately $277
million, Harris received approximately $2.24 billion in cash from Household as
consideration for the deposit liabilities assumed, net of assets purchased.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP.
Not applicable
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
Not applicable
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ITEM 5. OTHER EVENTS.
Not applicable
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS.
Not applicable
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Business Acquired -
Not applicable
(b) Pro forma Financial Information -
The following pro forma information is filed herewith:
Harris Bankcorp, Inc. Pro forma Consolidated
Statement of Condition as of March 31, 1996
The unaudited pro forma consolidated statement of condition in Exhibit 1
has been derived from the Registrant's historical statement of condition at
March 31, 1996, adjusted to give effect to the acquisition of assets and the
assumption of liabilities in connection with the Household branch acquisition.
In addition, the capital infusion on June 27, 1996, has been incorporated into
the statement. Cash received from Household has been used to liquidate a
portion of Registrant's wholesale funding position. The unaudited pro forma
consolidated statement of condition is not necessarily indicative of the
financial position that would have been achieved had the transactions reflected
therein occurred on March 31, 1996. The pro forma adjustments with respect to
the acquisition reflect March 31, 1996 balances of the Registrant and the
purchase of assets and assumption of liabilities as of the closing date. The
unaudited pro forma consolidated statement of condition also does not purport
to project the Registrant's statement of condition as of any date shown or for
any future date.
ITEM 8. CHANGE IN FISCAL YEAR.
Not applicable
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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 BANKCORP, INC.
(REGISTRANT)
By /s/ Paul R. Skubic
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Paul R. Skubic
Its Chief Accounting Officer
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Date July 12, 1996
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EXHIBIT 99
HARRIS BANKCORP, INC. Exhibit 1
PRO FORMA CONSOLIDATED STATEMENT OF CONDITION Page 1
<TABLE>
<CAPTION>
Household Harris
Harris Assets/ Adjustments Bankcorp, Inc
Bankcorp, Inc. Liabilities --------------------- Consolidated
(in thousands) 3/31/96 6/25/96 Debit Credit Pro forma
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<S> <C> <C> <C> <C> <C>
Assets
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Cash and demand balances due from banks $ 1,071,854 $ 14,753 $ 340,000 (1) $ 1,158,616
" 40,000 (4) 307,991 (4)
Cash settlement by Household 0 2,244,009 2,244,009 (4) 0
Money market assets 780,459 0 780,459
Trading account assets 39,577 0 39,577
Investment securities 4,352,333 0 4,352,333
Loans, net of unearned income 9,782,744 340,915 10,123,659
Allowance for possible credit losses (133,672) 0 4,800 (2) (138,472)
Premises and equipment 228,307 26,153 3,898 (5) 258,358
Customers' liability on acceptances 71,355 0 71,355
Intangibles, including goodwill 37,000 276,735 4,800 (2) 3,898 (5) 321,437
" 6,800 (3)
Other assets 688,998 1,793 690,791
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Total assets $16,918,955 $2,904,358 $ 395,498 $ 2,560,698 $17,658,113
=========== =========== =========== =========== ===========
Liabilities
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Total deposits 11,115,633 $2,891,204 $1,268,000 (4) $12,738,837
Federal funds purchased and securities sold
under agreement to repurchase 2,814,151 0 1,230,000 (4) 1,584,151
Other borrowings 1,144,237 0 54,000 (4) 40,000 (4) 1,130,237
Acceptances outstanding 71,355 0 71,355
Other liabilities 287,323 13,154 6,800 (3) 307,277
Long-term notes 363,989 0 15,000 (1) 378,989
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Total liabilities 15,796,688 2,904,358 2,552,000 61,800 $16,210,846
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Stockholder's Equity
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Preferred stock 180,000 45,000 (1) 225,000
Common stock 53,340 53,340
Surplus 203,897 280,000 (1) 483,897
Retained earnings 701,279 701,279
Unrealized holding (losses) gains, net of (16,249) (16,249)
deferred taxes ----------- ---------- ---------- ---------- -----------
Total stockholder's equity 1,122,267 0 0 325,000 1,447,267
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Total liabilities and stockholder's $16,918,955 $2,904,358 $ 2,552,000 $ 386,800 $17,658,113
equity =========== =========== =========== =========== ===========
</TABLE>
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Harris Bankcorp, Inc. Exhibit 1
Pro forma Consolidated Statement of Condition Page 2
Footnotes
1. Harris Bankcorp, Inc. received a contribution to capital surplus from
Bankmont Financial Corp. in the amount of $280 million. Harris Bankcorp,
Inc. also issued to Bankmont Financial Corp. $45 million of preferred
stock and $15 million of subordinated debt.
2. Harris Bankcorp, Inc. established an allowance for possible credit losses
for the selected loans acquired in this transaction in order to record the
loans at fair value.
3. Harris Bankcorp, Inc. capitalized as part of the purchase price
approximately $6.8 million for investment banker fees, severance costs and
other charges.
4. Harris Bankcorp, Inc. reduced short-term borrowings (wholesale time
deposits, Federal funds purchased, etc.) with the net cash available from
Household and the related capital infusion from Bankmont Financial Corp.
In addition, cash and due from bank balances increased as a result of
statutory reserve requirements on deposits.
5. Harris Bankcorp, Inc. recorded a $3.9 million adjustment to reflect land
acquired at fair market value.
