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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) April 13, 1995
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H. F. Ahmanson & Company
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(Exact name of registrant as specified in charter)
Delaware 1-8930 95-0479700
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(State or other jurisdiction (Commission file number) (IRS employer
of incorporation) identification no.)
4900 Rivergrade Road,
Irwindale, California 91706
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (818) 960-6311
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Not applicable
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
H. F. Ahmanson & Company (the "Company") has executed a
Purchase Agreement dated as of April 13, 1995 (the "Purchase Agreement"),
relating to the issuance of $75,000,000 in aggregate principal amount of the
Company's Medium-Term Notes, Series A, due April 15, 2000 and bearing interest
at a fixed rate of 7.65% per annum (the "Notes"). The Notes were previously
registered by the Company on a Registration Statement on Form S-3
(Registration No. 33-57395). Attached to this report as an exhibit for
filing with the Securities and Exchange Commission is a final copy of the
executed Purchase Agreement.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits:
1.1 Purchase Agreement, dated as of April 13, 1995,
relating to $75,000,000 in aggregate principal
amount of the Company's Medium-Term Notes, Series A,
due April 15, 2000.
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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.
Date: April 13, 1995
H. F. AHMANSON & COMPANY
By: /s/ Anne-Drue Anderson
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Executive Vice President and
Treasurer
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EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIALLY
NUMBERED
EXHIBIT NO. DESCRIPTION PAGE
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<S> <C>
1.1 Purchase Agreement, dated as of April 13, 1995, relating to
$75,000,000 in aggregate principal amount of the Company's
Medium-Term Notes, Series A, due April 15, 2000.
</TABLE>
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EXHIBIT 1.1
PURCHASE AGREEMENT
H. F. AHMANSON & COMPANY April 13, 1995
4900 Rivergrade Road
Irwindale, California 91607
Attention: Chief Financial Officer
The undersigned agrees to purchase the following principal amount of the
Notes described in the Distribution Agreement dated April 4, 1995 (as it may be
supplemented or amended from time to time, the "Distribution Agreement"):
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<S> <C>
PRINCIPAL AMOUNT: $75,000,000
INTEREST RATE: 7.65%
STATED MATURITY: April 15, 2000
INTEREST PAYMENT DATES: April 15 and October 15 of each
year, commencing October 15, 1995
REGULAR RECORD DATES: March 31 and September 30
PRICE TO PUBLIC: 100.00% of Principal Amount
DISCOUNT: 0.50% of Principal Amount
(Concession: 0.30% of Principal
Amount, Reallowance: 0.125%
of Principal Amount)
AGGREGATE PRICE TO BE PAID TO COMPANY
(IN IMMEDIATELY AVAILABLE FUNDS): $74,625,000
SETTLEMENT DATE: APRIL 18, 1995
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Terms defined in the Prospectus relating to the Notes and in the
Distribution Agreement shall have the same meaning when used herein.
Our obligation to purchase Notes hereunder is subject to the continued
accuracy of your representations and warranties contained in the Distribution
Agreement and to your performance and observance of all applicable covenants
and agreements contained therein, including, without limitation, your
obligations pursuant to Section 7 thereof. Our obligation hereunder is subject
to the further condition that we shall receive the certificate required to be
delivered pursuant to Section 5(f) of the Distribution Agreement.
In further consideration of our agreement hereunder, you agree that
between the date hereof and the above Settlement Date, you will not, without
our prior consent, offer or sell, or enter into any agreement to sell, any debt
securities substantially similar to the Notes to be sold hereby, other than the
Notes which are to be sold hereby and commercial paper, securities sold under
agreements to repurchase and borrowings under bank lines of credit in the
ordinary course of business.
We may terminate this Agreement, immediately upon notice to you, at any
time prior to the Settlement Date, if prior thereto there shall have occurred:
(i) any change, or any development involving a prospective change, in or
affecting particularly the business or properties of the Company or its
subsidiaries which, in our judgment, materially impairs the investment quality
of the Notes; (ii) any downgrading in the rating of any debt securities or
preferred stock of the Company by any "nationally recognized
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statistical rating organization" (as defined for purposes of Rule 436(g) under
the Act); (iii) neither Standard and Poor's Corporation nor Moody's Investors
Service, Inc. shall have publicly announced that it has under surveillance or
review, with possible negative implications, its ratings of any of the
Company's debt securities or preferred stock; (iv) a suspension or material
limitation in trading in securities generally on the New York Stock Exchange,
or any setting of minimum prices for trading on such exchange, or any
suspension of trading of any securities of the Company on any exchange or in
the over-the-counter market; (v) a general moratorium on commercial banking
activities in New York or California declared by either Federal or applicable
state authorities; or (vi) the outbreak or escalation of major hostilities
involving the United States or the declaration by the United States of a
national emergency or war, if the effect of any such event specified in
Clauses (i) or (vi) in our judgment makes it impracticable to proceed with the
solicitation of offers to purchase Notes or the purchase of Notes from the
Company as principal pursuant to this Purchase Agreement, as the case may be,
or you are unable to provide the certificate referred to in the second
preceding paragraph. In the event of such termination, no party shall have
any liability to the other party hereto, except as provided in
Sections 4, 7 and 13 of the Distribution Agreement.
This Agreement shall be governed by and construed in accordance with
the laws of New York.
LEHMAN BROTHERS INC.
By: _______________________
ACCEPTED
H. F. AHMANSON & COMPANY
By: ______________________
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