WESTERFED FINANCIAL CORP
8-K, 1997-04-30
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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<PAGE>

                       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 25, 1997



                         WESTERFED FINANCIAL CORPORATION
- --------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its Charter)



   Delaware                      0-22772                         81-3899950
- --------------------------------------------------------------------------------

(State or other           (Commission File No.)                 (IRS Employer
 jurisdiction of                                                Identification
 incorporation)                                                     Number)


   110 East Broadway, Missoula, Montana                               59802
- --------------------------------------------------------------------------------
(Address of principal executive offices)                            (Zip Code)



Registrant's telephone number, including area code:             (406) 721-5254
- --------------------------------------------------------------------------------




                                       N/A
- --------------------------------------------------------------------------------

          (Former name or former address, if changed since last report)


<PAGE>



Item 5.           Other Events

                           On April 25, 1997,  the  Registrant  issued the press
                  release attached as Exhibit 99.6.


Item 7.           Financial Statements and Exhibits

                  (a)      Exhibits

                           99.6     Press release, dated April 25, 1997





<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 thereunto duly authorized.



                                        WesterFed Financial Corporation



Date:  April 28, 1997                   By:    /s/  Lyle R. Grimes
     --------------------------             -----------------------------------
                                             Lyle R. Grimes
                                             Chairman of the Board
                                             President & Chief Executive Officer












<PAGE>


                                Index to Exhibits




                                                                 Sequentially
                                                                 Numbered Page
                                                                Where Attached
          Exhibit                                                  Exhibits
           Number                                                 are located
           ------                                                ------------
            99.6       Press Release dated April 25, 1997              5





<PAGE>

                    WESTERFED FINANCIAL CORPORATION ANNOUNCES
                           THIRD QUARTER EARNINGS AND
                          INCREASED QUARTERLY DIVIDEND


     Missoula, Montana -- April 25, 1997 -- WesterFed Financial Corporation (the
"Company") (NASDAQ - WSTR), the holding company for Western Federal Savings Bank
of Montana (the "Bank"), announced earnings for the third quarter ended March
31, 1997 of $1.2 million, or $0.25 per share, as compared to $0.26 per share for
the same period last year. Earnings for the quarter ended March 31, 1997
included after-tax charges of $165,000, or $0.03 per share, for charges incurred
by the Company in connection with the acquisition of Security Bancorp of
Billings, Montana on February 28, 1997. The earnings for the nine month period
ended March 31, 1997 were $2.4 million, or $0.52 per share, as compared to
earnings of $3.3 million, or $0.78 per share, for the same period last year. The
earnings for the nine month period ended March 31, 1997 include a one time
after-tax charge to earnings of $1.4 million, or $0.32 per share, for a special
assessment to recapitalize the Savings Association Insurance Fund ("SAIF").

     The Company also announced it will pay a cash dividend of $0.105 per share
for the quarter ended March 31, 1997. The dividend will be payable on May 21,
1997 to stockholders of record on May 7, 1997. The quarterly cash dividend was
increased 5.0% over the prior quarter's regular cash dividend of $0.10 per
share. The Company has increased regular cash dividends every quarter since
becoming a public company.

     President and Chief Executive Officer Lyle R. Grimes stated, "We are
excited that the acquisition of Security Bancorp has been closed, allowing us to
fulfill our business strategy of adding commercial banking to our operations. At
March 31, 1997, we had $58.2 million of commercial loans and $25.3 million of
agricultural loans. We had no commercial or agricultural loans prior to the
acquisition."

     As a result of the acquisition, total assets increased to $932.4 million at
March 31, 1997 as compared to $563.9 million at June 30, 1996. Total loans
increased to $597.2 million at March 31, 1997 as compared to $368.2 million at
June 30, 1996 and total deposits increased


<PAGE>


to $634.4 million at March 31, 1997 as compared to $350.2 million at June 30,
1996. Total stockholders' equity increased to $102.4 million, or 11.0% of assets
and tangible stockholders' equity was $80.9 million, or 8.9% of tangible assets
at March 31, 1997.

     Net income increased to $1.2 million for the quarter ended March 31, 1997
from $1.1 million for the same period last year. The earnings for the quarter
just ended include one month of earnings from the acquisition of Security
Bancorp, which was completed February 28, 1997, and include after-tax charges of
$165,000 for costs related to the acquisition. The interest rate spread
increased as a result of the acquisition to 3.38% at March 31, 1997 as compared
to 2.65% at the end of the prior quarter.

     Non-performing assets totaled $2.0 million at March 31, 1997, up from $1.4
million at December 31, 1996, due primarily to the acquisition, and up from
$715,000 at June 30, 1996. However, non-performing assets as a percentage of
total assets decreased to 0.22% at March 31, 1997 from 0.25% at December 31,
1996, but increased from 0.13% at June 30, 1996. The ratio of allowance for loan
losses to non-performing assets increased to 222.9% at March 31, 1997 as
compared to 139.9% at December 31, 1996 and 280.4% at June 30, 1996. Loan loss
reserves were $4.5 million at March 31, 1997 as compared to $2.0 million at June
30, 1996. The Company had no real estate owned at March 31, 1997.

     WesterFed Financial Corporation's only subsidiary, Western Federal Savings
Bank of Montana, which is Montana's largest savings bank, operates nineteen
Western Federal offices and sixteen Security Bank Division offices in twenty
Montana communities.

CONTACT:                   Dale W. Brevik, Vice President/Marketing
                           James A. Salisbury, Treasurer/Chief Financial Officer
                           (406) 721-5254

<PAGE>

CONSOLIDATED BALANCE SHEETS
WESTERFED FINANCIAL CORPORATION AND SUBSIDIARIES
(Dollars in thousands, except share and per share data)
<TABLE>
<CAPTION>

                                                                       (Unaudited)
                                                                        March 31,    June 30,
                                                                           1997        1997
                                                                        ----------   --------
                              ASSETS

<S>                                                                     <C>          <C>
Cash and due from banks                                                 $  14,629    $   7,829
Interest-bearing due from banks                                            10,209        5,470
                                                                        ---------    ---------
       Cash and cash equivalents                                           24,838       13,299

Interest-bearing deposits                                                   3,350        3,000
Investment securities available-for-sale                                   32,221       35,637
Investment securities, at amortized cost (estimated market value
  of $23,446 at March 31, 1997 and $9,399 at June 30, 1996)                23,470        9,347
Stock in Federal Home Loan Bank of Seattle, at cost                        11,246        7,471
Mortgage-backed securities available-for-sale                              59,325       44,909
Mortgage-backed securities, at amortized cost (estimated market value
  of $114,588 at March 31, 1997 and $59,278 at June 30, 1996)             114,740       60,038
Loans available-for-sale                                                    1,046        3,967
Loans receivable, net                                                     596,111      364,226
Accrued interest receivable                                                 6,686        3,695
Premises and equipment, net                                                28,892       13,758
Core deposit intangible                                                     6,717         --
Goodwill                                                                   14,782         --
Cash surrender value of life insurance policies                             6,048        3,183
Other assets                                                                2,968        1,401
                                                                        ---------    ---------

       Total assets                                                     $ 932,440    $ 563,931
                                                                        =========    =========


               LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities:
  Deposits                                                              $ 634,404    $ 350,212
  Borrowed funds                                                          168,869      125,838
  Advances from borrowers for taxes and insurance                           7,058        3,255
  Income taxes                                                              4,559        1,961
  Accrued interest payable                                                  3,272        1,219
  Accrued expenses and other liabilities                                   11,914        2,839
                                                                        ---------    ---------

       Total liabilities                                                  830,076      485,324
                                                                        ---------    ---------

Stockholders' Equity:
  Preferred stock, $.01 par value, 5,000,000 shares authorized;
    none outstanding                                                         --           --
  Common stock, $.01 par value, 10,000,000 shares authorized;
    5,551,172 shares outstanding at March 31, 1997, and
    4,395,204 outstanding at June 30, 1996                                     58           46
  Additional paid-in capital                                               67,595       45,451
  Common stock acquired by ESOP/RRP                                        (3,032)      (3,558)
  Treasury stock, at cost                                                  (3,080)      (3,079)
  Net unrealized gain on securities available-for-sale                       (155)        (226)
  Retained earnings, substantially restricted                              40,978       39,973
                                                                        ---------    ---------

       Total stockholders' equity                                         102,364       78,607
                                                                        ---------    ---------

       Total liabilities and stockholders' equity                       $ 932,440    $ 563,931
                                                                        =========    =========


       Book value per share                                             $   18.44    $   17.88
                                                                        =========    =========

       Book value per share - tangible                                  $   14.57    $   17.88
                                                                        =========    =========
</TABLE>

<PAGE>


CONSOLIDATED STATEMENTS OF INCOME
WESTERFED FINANCIAL CORPORATION AND SUBSIDIARIES
(Dollars in thousands, except share and per share data)
<TABLE>
<CAPTION>
                                                                                  (Unaudited)                    (Unaudited)
                                                                               Three Months Ended             Nine Months Ended
                                                                                   March 31,                       March 31,
                                                                              1997            1996           1997           1996
                                                                            ----------     ----------     ----------     ----------
Interest income:
<S>                                                                         <C>            <C>            <C>            <C>
   Loans receivable                                                         $    9,288     $    7,359     $   24,832     $   21,034
   Mortgage-backed securities available-for-sale                                   748          1,157          2,145          3,332
   Mortgage-backed securities                                                    1,308          1,191          3,346          3,824
   Investment securities available-for-sale                                        694            646          2,141          2,264
   Investment securities                                                           134            211            348            698
   Interest-bearing deposits                                                       357            163            846            572
   Other                                                                            56             46            148            135
                                                                            ----------     ----------     ----------     ----------

     Total interest income                                                      12,585         10,773         33,806         31,859
                                                                            ----------     ----------     ----------     ----------
Interest expense:
   NOW and money market demand                                                     488            438          1,237          1,326
   Savings                                                                         545            478          1,484          1,463
   Certificates of deposit                                                       3,771          3,157          9,774          9,356

   Advances from FHLB - Seattle and other borrowed funds                         2,125          2,196          6,289          6,544
                                                                            ----------     ----------     ----------     ----------

     Total interest expense                                                      6,929          6,269         18,784         18,689
                                                                            ----------     ----------     ----------     ----------

     Net interest income                                                         5,656          4,504         15,022         13,170
Provision for loan losses                                                           61           --              103           --
                                                                            ----------     ----------     ----------     ----------

     Net interest income after provision for loan losses                         5,595          4,504         14,919         13,170
                                                                            ----------     ----------     ----------     ----------
Non-interest income:
   Loan origination fees                                                           121             47            345            250
   Service fees                                                                    761            516          1,891          1,563
   Net gain on sale of loans and securities available-for-sale                      86             91            400            540
   Other                                                                            52            121            122            199
                                                                            ----------     ----------     ----------     ----------

     Total non-interest income                                                   1,020            775          2,758          2,552
                                                                            ----------     ----------     ----------     ----------
Non-interest expenses:
   Compensation and employee benefits                                            2,357          1,986          5,951          5,616
   Net occupancy expense of premises                                               356            237            834            664
   Equipment and furnishings expense                                               257            179            622            462
   Data processing expenses                                                        241            173            574            481
   Federal insurance premium                                                        60            203            425            603
   SAIF special assessment                                                        --             --            2,297           --
   Intangibles amortization                                                        123           --              123           --
   Marketing and advertising                                                       129             65            361            389
   Other                                                                         1,083            615          2,601          2,086
                                                                            ----------     ----------     ----------     ----------

     Total non-interest expense                                                  4,606          3,458         13,788         10,301
                                                                            ----------     ----------     ----------     ----------

     Income before income taxes                                                  2,009          1,821          3,889          5,421

Income taxes                                                                       814            703          1,521          2,090
                                                                            ----------     ----------     ----------     ----------

     Net income                                                             $    1,195     $    1,118     $    2,368     $    3,331
                                                                            ==========     ==========     ==========     ==========

Net income per share                                                        $     0.25     $     0.26     $     0.52     $     0.78
                                                                            ==========     ==========     ==========     ==========

Dividends per share                                                         $    0.105     $    0.085     $    0.300          0.240
                                                                            ==========     ==========     ==========     ==========

Dividend payout ratio                                                            42.00%         32.69%         57.69%         30.77%
                                                                            ==========     ==========     ==========     ==========

Weighted average common shares outstanding for earnings per share            4,736,356      4,266,927      4,396,293      4,262,021
                                                                            ==========     ==========     ==========     ==========

</TABLE>

<PAGE>


Selected Financial Ratios and Other Data:
<TABLE>
<CAPTION>

                                                                                  (Unaudited)                    (Unaudited)
                                                                               Three Months Ended             Nine Months Ended
                                                                                   March 31,                       March 31,
                                                                              1997            1996           1997           1996
                                                                            ----------     ----------     ----------     ----------
Performance Ratios:
<S>                                                                         <C>            <C>            <C>            <C>
  Return on assets (ratio of net income to average total assets) (1)          0.70%          0.77%          0.52%          0.77%
  Return on assets before SAIF special assessment (1)                         0.70           0.77           0.83           0.77
  Return on equity (ratio of net income to average equity) (1)                5.46           5.73           3.85           5.78
  Return on equity before SAIF special assessment (1)                         5.46           5.73           6.07           5.78

  Interest rate spread information:
       Average during period                                                  3.07           2.62           2.93           2.57
       End of period                                                          3.38           2.54           3.38           2.54
  Net interest margin (1) (2)                                                 3.54           3.22           3.49           3.18
  Ratio of non-interest expense to average total assets (1)                   2.70           2.37           3.03           2.38
  Ratio of non-interest expense without SAIF special assessment
     to average total assets (1)                                              2.70           2.37           2.53           2.38

Asset Quality Ratios:
  Non-performing assets to total assets, at end of period                     0.22           0.07           0.22           0.07
  Total allowance for loan losses to total non-performing
     assets (3)                                                             222.91         468.93         222.91         468.93

Capital Ratios:
  Stockholders' equity to total assets, at end of period                     10.98          13.28          10.98          13.28
  Tangible stockholders' equity to tangible assets, at end of period          8.88          13.28          8.88          13.28
  Average equity to average assets                                           12.83          13.38          13.52          13.33
  Ratio of average interest-earning assets to average
     interest-bearing liabilities                                           110.73         113.39         112.82         113.53
</TABLE>


  (1)  Annualized
  (2)  Net interest income divided by average interest-earning assets
  (3)  Includes non-performing and foreclosed assets







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