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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)
February 28, 1997
WESTERFED FINANCIAL CORPORATION
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(Exact name of Registrant as specified in its charter)
Delaware 0-22772 81-3899950
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(State or other (Commission File No.) (IRS Employer
jurisdiction of Identification
incorporation) No.)
110 East Broadway, Missoula, Montana 59802
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (406) 721-5254
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N/A
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(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets.
On February 28, 1997, WesterFed Financial Corporation ("WesterFed"), a
Delaware corporation, completed the merger of Security Bancorp, a Montana
corporation ("Security"), with and into WesterFed (the "Merger"). On March 5,
1997, WesterFed issued a corrective press release included as Exhibit 99 to this
Report and incorporated by reference herein announcing the consummation of the
merger as of February 28, 1997. In addition, as of such date, Security Bank, a
federally chartered stock savings bank and wholly owned subsidiary of Security
("Security Bank"), merged with and into Western Federal Savings Bank ("Western
Federal"), a wholly owned subsidiary of WesterFed (the "Subsidiary Merger"). The
Merger was consummated pursuant to an Agreement and Plan of Merger dated as of
September 24, 1996 (the "Merger Agreement"), by and between WesterFed and
Security. Copies of the Merger Agreement were included as Appendix I to the
Joint Proxy Statement/Prospectus included as a part of WesterFed's Registration
Statement on Form S-4 (Registration No. 333-16429), filed with the Securities
and Exchange Commission on November 19, 1996, and incorporated by reference
herein.
Following the Merger and Subsidiary Merger, the assets and liabilities
of Security were assumed by WesterFed and the assets and liabilities of Security
Bank were assumed by Western Federal. WesterFed intends to integrate the
operations of Security Bank into its existing operations and continue to
maintain the business and physical assets of Security Bank, subject to the needs
of WesterFed. Pursuant to the Merger Agreement, Security stockholders were given
the opportunity to elect to receive either cash, WesterFed common stock or a
combination of both in exchange for Security common stock, subject to the total
shares of WesterFed common stock issued not exceeding 45% of the aggregate
Merger consideration. As a result, stockholders who elected to receive cash or
did not make an election, will receive $30.00 for each share of Security common
stock. Stockholders who elected to receive stock, or a combination of cash and
stock, will exchange approximately 46.42% of their Security common stock in
exchange for WesterFed common stock (based on a ratio of 1.78 shares of
WesterFed common stock for each share of Security common stock) and the
remainder in cash. Stockholders who are due a fractional share will receive cash
in lieu of the fractional share, paid on the basis of $30.00 per share.
WesterFed will issue 1,150,175 shares of WesterFed common stock and will pay
$25,995,480 in cash for all of the outstanding shares of Security common stock,
for total consideration (based on the $21.50 per share closing price of
WesterFed common stock on the Nasdaq National Market System on February 28,
1997) of $50.7 million. The cash portion of the consideration will come from
WesterFed's working capital.
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Item 7. Financial Statements and Exhibits.
(a) Financial statements of business acquired.
The Consolidated Financial Statements, and the notes thereto,
of Security, which are contained in the Joint Proxy
Statement/Prospectus included as part of WesterFed's
Registration Statement on Form S-4 (Registration No.
333-16429), filed with the Securities and Exchange Commission
(the "SEC") on November 19, 1996 and its Quarterly Report on
Form 10-Q for the quarter ended December 31, 1996, filed with
the SEC on February 12, 1997 which reports are incorporated by
reference herein.
(b) Pro Forma financial information.
The Unaudited Pro Forma Combined Financial Information, which
is contained in the Joint Proxy Statement/Prospectus included
as part of WesterFed's Registration Statement on Form S-4
(Registration No. 333-16429), is incorporated by reference
herein. The Pro Forma financial information for the interim
period ending December 31, 1996, will be included in an
amendment to this Form 8-K which will be filed within 60 days
of this filing.
(a) Exhibits
2. Agreement and Plan of Merger dated as of September
24, 1996, by and between WesterFed and Security
incorporated by reference to Appendix I to the Joint
Proxy Statement/Prospectus included as part of
WesterFed's Registration Statement on Form S-4
(Registration No. 333-16429).
99. Press Release of WesterFed, dated March 5, 1997.
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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 thereunto duly authorized.
WESTERFED FINANCIAL CORPORATION
Date: March 12, 1997 By: /s/ Lyle R. Grimes
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Lyle R. Grimes
President and Chief
Executive Officer
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PR NEWSWIRE INVESTORFAX
/CORRECTION -- WesterFed Financial Corp./
In the release, WesterFed Financial Corporation Completes Security
Bancorp Acquisition, sent Monday, March 3, we are advised by the company that
the second graph, eighth line should read "46.42%" rather than "48.90%" as
originally issued. Complete, corrected release follows.
WesterFed Financial Corporation
Completes Security Bancorp Acquisition
MISSOULA, Mont., March 3/ PRNEWSWIRE/ -- WesterFed Financial
Corporation (Nasdaq: WSTR), the holding company for Western Federal Savings
Bank, announced today that effective March 1, 1997 it 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 46.42% 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 million. WesterFed Financial now conducts
business through 35 branches located throughout Montana.
SOURCE WesterFed Financial Corp.
-0- 03/05/97
/CONTACT: Dale W. Brevik, Sr. V.P./Marketing, or James A. Salisbury,
Treasurer/CFO, of WesterFed Financial Corp., 406-721-5254/
(WSTR SFBM)
