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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): July 1, 2000
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INDYMAC BANCORP, INC.
(formerly known as IndyMac Mortgage Holdings, Inc.)
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(Exact name of registrant as specified in its charter)
Delaware 1-08972 95-3983415
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
155 North Lake Avenue, Pasadena, California 91101
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(Address, including zip code, of principal executive office)
(800) 669-2300
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(Registrant's telephone number, including area code)
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Item 5. Other Events.
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On July 1, 2000, IndyMac Mortgage Holdings, Inc. acquired SGV Bancorp,
Inc. ("SGV"), by means of the merger of IndyMac Merger Subsidiary, Inc., a
newly-formed wholly-owned subsidiary of IndyMac Mortgage Holdings, Inc. ("Merger
Sub") with and into SGV (the "Merger"). The Merger was consummated pursuant to
the terms of the Amended and Restated Agreement and Plan of Merger by and
between SGV and IndyMac Mortgage Holdings, Inc., dated as of July 12, 1999, and
amended and restated as of October 25, 1999. In connection with the Merger,
IndyMac Mortgage Holdings, Inc. changed its name to IndyMac Bancorp, Inc.
("IndyMac"). As a result of the Merger, SGV's thrift subsidiary, First Federal
Savings and Loan Association of San Gabriel Valley, became a wholly-owned
second-tier subsidiary of IndyMac and changed its name to IndyMac Bank, F.S.B.
("IndyMac Bank").
IndyMac is a Delaware corporation located in Pasadena, California. As
of March 31, 2000, IndyMac had total assets of $4.4 billion and stockholders'
equity of $855 million. At the effective time of the Merger, SGV had total
assets of approximately $490 million, total deposits of approximately $355
million, and stockholders' equity of approximately $35 million, and operated
nine branches in Southern California. At the effective time of the Merger, the
directors and officers of SGV were replaced by designees of IndyMac. The
directors and officers of IndyMac continue to serve in their present capacities.
Upon consummation of the Merger, each share of SGV common stock (with
certain exclusions) issued and outstanding at the effective time of the Merger
was converted into and exchanged for the right to receive a cash payment in the
amount of $25.00, without interest (the "Per Share Purchase Price"). In
addition, at the effective time of the Merger, all rights with respect to SGV
common stock, pursuant to stock options or stock appreciation rights granted by
SGV under the existing stock-based equity compensation plans of SGV, which were
outstanding at the effective time of the Merger, whether or not exercisable,
were cancelled in exchange for an amount in cash equal to the difference (if
positive) between the Per Share Purchase Price and the exercise price for each
share of SGV common stock to which the option relates. The total amount of cash
consideration IndyMac paid to the SGV stockholders in connection with the Merger
was approximately $59.5 million.
Immediately following the Merger, IndyMac, Inc., a Delaware
corporation and a wholly-owned subsidiary of IndyMac was merged with and into
SGV and in connection with that merger, SGV changed its name to IndyMac
Intermediate Holdings, Inc. ("Intermediate"). In addition, IndyMac has
transferred certain of its assets and liabilities to Intermediate and
Intermediate has further transferred these assets and liabilities, together with
certain other assets and liabilities, to IndyMac Bank. Pending completion of the
required notice period with the Federal Deposit Insurance Corporation, IndyMac
will complete its reorganization by contributing the stock of all of its
subsidiaries, excluding Intermediate, to Intermediate. Intermediate will further
contribute the stock of these entities and the stock of the subsidiaries of
Intermediate, excluding IndyMac Bank, to IndyMac Bank. As a result of this
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reorganization, the bulk of the assets and liabilities of IndyMac will be held
by IndyMac Bank.
A copy of the press release of IndyMac announcing the completion of
the Merger is filed as Exhibit 99.1 to this report, and such materials are
incorporated herein by reference.
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SIGNATURE
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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.
INDYMAC BANCORP, INC.
(Registrant) (formerly known
as IndyMac Mortgage Holdings, Inc.)
By: /s/ Richard L. Sommers
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Richard L. Sommers
Executive Vice President and
General Counsel
Date: July 5, 2000
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INDEX TO EXHIBITS
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Sequential
Exhibit Page No.
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99.1 Press Release.........................
