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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
February 28, 1997
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Date of Report (Date of earliest event reported):
SECURITY BANCORP
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(Exact name of registrant as specified in its charter)
Montana 0-23838 81-0486553
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(State or Other (Commission (IRS Employer
Jurisdiction File Number) Identification Number)
of Incorporation)
219 North 26th Street, Billings, Montana 59101
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(Address of principal executive offices - zip code)
Registrant's telephone number, including area code: (406) 238-4800
Not applicable
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(Former Name or Former Address, If Changed Since Last Report)
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ITEM 1 - CHANGES IN CONTROL OF REGISTRANT
Effective on Friday, February 28, 1997, Security Bancorp, Billings,
Montana ("Security"), completed its pending merger with WesterFed Financial
Corporation, Missoula, Montana ("WesterFed"), with WesterFed as the surviving
corporation. The Merger was accomplished pursuant to an Agreement and Plan of
Merger, dated September 24, 1996 ("Merger Agreement"). The Merger Agreement was
included as an exhibit to the Form 8-K dated September 24, 1996, previously
filed with the Securities and Exchange Commission.
Consummation of the acquisition was subject to several conditions,
including receipt of applicable regulatory approvals and approval by Security's
and WesterFed's shareholders. Security and WesterFed applied for and received
the necessary approvals referenced above. Security's shareholders approved the
Merger at its meeting on Monday, February 24, 1997. WesterFed's shareholders
approved the Merger at its meeting on Tuesday, February 25, 1997.
Pursuant to the terms of the Merger Agreement, each outstanding share of
Security common stock was converted into either shares of WesterFed common stock
or cash pursuant to an exchange formula.
ITEM 7 - FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements. Not applicable.
(b) Pro forma financial information. Not applicable.
(c) Exhibits:
(99.1) Press Release dated February 28, 1997 announcing the closing
of the Merger.
(99.2) Form 15 dated February 28, 1997, as transmitted for filing by
Security to deregister Security's common stock pursuant to
Rule 12g-4(a)(1)(i).
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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.
Dated: February 28, 1997
SECURITY BANCORP
By: /s/ David W. Jorgenson
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David W. Jorgenson
President and Chief Executive Officer
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FOR IMMEDIATE RELEASE
WESTERFED COMPLETES SECURITY BANCORP ACQUISITION
MISSOULA, MONTANA, February 28, 1997--WesterFed Financial Corporation
(NASDAQ: WSTR), the holding company for Western Federal Savings Bank, announced
today that it has completed the acquisition of Security Bancorp (NASDAQ: SFBM),
a savings and loan holding company with $377.8 million in assets located in
Billings, Montana.
Pursuant to the terms of the merger, the Security Bancorp
stockholders were given the opportunity to elect to receive either cash,
WesterFed stock or a combination of both in exchange for their Security Bancorp
Common Stock, subject to the total shares of WesterFed stock issued not
exceeding 45% of the aggregate merger consideration. As a result, Security
stockholders electing to receive cash, and stockholders making no election, will
receive $30.00 for each share of Security Bancorp Common Stock. Security
stockholders electing to receive stock will have approximately 48.9% of their
Security stock exchanged for WesterFed Financial Common Stock (on a ratio of
1.78 shares of WesterFed for each share of Security) and the remainder of their
Security Bancorp stock will be exchanged for cash at the rate of $30.00 per
share.
As a result of the Merger, WesterFed Financial is the largest publicly
traded financial institution holding company based in Montana with combined
total assets of approximately $ 940 WesterFed Financial now conducts business
through 35 branches located throughout Montana.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 15
Certification and Notice of Termination of Registration under
Section 12(g) of the Securities Exchange Act of 1934 or Suspension
of Duty to File Reports Under Sections 13 and 15(d)
of the Securities Exchange Act of 1934.
Commission File Number 0-23838
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SECURITY BANCORP
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(Exact name of registrant as specified in its charter)
219 North 26th Street, Billings, Montana 59101
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(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
Common Stock, par value $1.00 per share
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(Title of each class of securities covered by this Form)
NONE
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(Titles of all other classes of securities for which a duty to file reports
under section 13(a) or 15(d) remains)
Please place an X in the box(es) to designate the appropriate rule
provision(s) relied upon to terminate or suspend the duty to file reports:
<TABLE>
<S> <C> <C> <C>
Rule 12g-4(a)(1)(i) X Rule 12h-3(b)(1)(i)
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Rule 12g-4(a)(1)(ii) Rule 12h-3(b)(1)(ii)
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Rule 12g-4(a)(2)(i) Rule 12h-3(b)(2)(ii)
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Rule 12g-4(a)(2)(ii) Rule 12h-3(b)(2)(ii)
----- -----
Rule 15d-6
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</TABLE>
Approximate number of holders of record as of the certification or notice
date: 0
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Pursuant to the requirements of the Securities Exchange Act of 1934
SECURITY BANCORP has caused this certification/notice to be signed on its behalf
by the undersigned duly authorized person.
Date: February 28, 1997 By: /s/ David W. Jorgenson
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David W. Jorgenson, President and Chief
Executive Officer
Instruction: This form is required by Rules 12g-4, 12h-3 and 15d-6 of the
General Rules and Regulations under the Securities Exchange Act of 1934. The
registrant shall file with the Commission three copies of Form 15, one of which
shall be manually signed. It may be signed by an officer of the registrant, by
counsel or by any other duly authorized person. The name and title of the person
signing the form shall be typed or printed under the signature.
