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): June 26, 1996
H. F. Ahmanson & Company
(Exact name of registrant as specified in charter)
Delaware 1-8930 95-0479700
(State or other jurisdiction of (Commission File (IRS Employer
incorporation) Number) Identification No.)
4900 Rivergrade Road, Irwindale, California 91706
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (818) 960-6311
Not applicable
(Former name or former address, if changed since last report)
<PAGE>
ITEM 5. OTHER EVENTS.
On June 26, 1996, H. F. Ahmanson & Company (the "Company"), executed
two Purchase Agreements with Bear Stearns & Co. Inc. and CS First Boston
Corporation, respectively, each relating to the issuance of $30,000,000 in
aggregate principal amount of the Company's Medium-Term Notes, Series A,
due April 1, 1997 and bearing interest at a fixed rate of 6.00% 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 AND EXHIBITS.
(c) Exhibits.
1.1 Purchase Agreement, dated June 26, 1996, relating to Medium-Term
Notes, Series A, by and between H. F. Ahmanson & Company and Bear, Stearns
& Co. Inc.
1.2 Purchase Agreement, dated June 26, 1996, relating to Medium-Term
Notes, Series A, by and between H. F. Ahmanson & Company and CS First
Boston Corporation.
<PAGE>
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: July 3, 1996
H. F. AHMANSON & COMPANY
/s/ Tim S. Glassett
By: Tim S. Glassett
First Vice President and
Assistant General Counsel
<PAGE>
EXHIBIT INDEX
EXHIBIT SEQUENTIALLY
NO. DESCRIPTION NUMBERED PAGE
1.1 Purchase Agreement, dated June 26, 1996, relating
to Medium-Term Notes, Series A, by and between
H. F. Ahmanson & Company and Bear Stearns & Co.
1.2 Purchase Agreement, dated June 26, 1996, relating
to Medium-Term Notes, Series A, by and between
H. F. Ahmanson & Company and CS First Boston
Corporation
PURCHASE AGREEMENT
H. F. AHMANSON & COMPANY June 26, 1996
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"):
PRINCIPAL AMOUNT: $30,000,000
INTEREST RATE: 6.00%
STATED MATURITY: April 1, 1997
INTEREST PAYMENT DATES: December 15, 1996
REGULAR RECORD DATES: November 30, 1996
PRICE TO PUBLIC initially at 100% of Principal
Amount, thereafter at varying
amounts
DISCOUNT: .135% of Principal Amount
(Concession: .135% of Principal
Amount, Reallowance: 0% of
Principal Amount)
AGGREGATE PRICE TO BE PAID TO
COMPANY (IN IMMEDIATELY
AVAILABLE FUNDS): $29,959,500
SETTLEMENT DATE: July 1, 1996
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 statistical rating
organization" (as defined for purposes of Rule 436(g) under the Act);
(iii) either Standard and Poor's Corporation or 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 12 of
the Distribution Agreement.
This Agreement shall be governed by and construed in
accordance with the laws of New York.
BEAR, STEARNS & CO. INC.
By: /s/ Timothy A. O'Neill
Name: Timothy A. O'Neill
Title: Senior Managing Director
ACCEPTED
H. F. AHMANSON & COMPANY
By: /s/ Tim S. Glassett
PURCHASE AGREEMENT
H. F. AHMANSON & COMPANY June 26, 1996
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"):
PRINCIPAL AMOUNT: $30,000,000
INTEREST RATE: 6.00%
STATED MATURITY: April 1, 1997
INTEREST PAYMENT DATES: December 15, 1996
REGULAR RECORD DATES: November 30, 1996
PRICE TO PUBLIC Varying prices related to
prevailing market prices.
DISCOUNT: .135% of Principal Amount
(Concession: .135% of Principal
Amount, Reallowance: 0% of
Principal Amount)
AGGREGATE PRICE TO BE PAID TO
COMPANY (IN IMMEDIATELY
AVAILABLE FUNDS): $29,959,500
SETTLEMENT DATE: July 1, 1996
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 statistical rating
organization" (as defined for purposes of Rule 436(g) under the Act);
(iii) either Standard and Poor's Corporation or 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 12 of
the Distribution Agreement.
This Agreement shall be governed by and construed in
accordance with the laws of New York.
CS FIRST BOSTON CORPORATION
By: /s/ Martha D. Bailey
Name: Martha D. Bailey
Title: Vice President
ACCEPTED
H. F. AHMANSON & COMPANY
By: /s/ Tim S. Glassett
