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
NOVEMBER 29, 1996
(Date of earliest event reported)
Washington Federal, Inc.
(Exact name of registrant as specified in its charter)
WASHINGTON 0-25454 91-1661606
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
425 PIKE STREET, SEATTLE, WASHINGTON 98101
(Address of principal executive offices) (Zip Code)
(206) 624-7930
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former name, former address and former fiscal year,
if changed since last report)
Page 1 of 7 pages
Exhibit Index appears on page 5.
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
(a) On November 29, 1996, following receipt of all required regulatory
and stockholder approvals, Washington Federal, Inc. ("Washington Federal")
completed the acquisition of Metropolitan Bancorp ("Metropolitan") pursuant
to an Agreement and Plan of Merger, dated as of July 11, 1996 (the
"Agreement"). The acquisition was effected by means of the merger of
Metropolitan with and into Washington Federal (the "Merger"). Upon
consummation of the Merger, each share of common stock, par value $0.01 per
share, of Metropolitan ("Metropolitan Common Stock"), outstanding immediately
prior thereto was converted into the right to receive .738 shares of Common
Stock, par value $1.00 per share, of Washington Federal ("Washington Federal
Common Stock"), plus cash in lieu of any fractional share interest. Based on
3,361,077 shares of Metropolitan Common Stock outstanding, a total of
2,480,475 shares of Washington Federal Common Stock are being issued as a
result of consummation of the Merger.
In addition, pursuant to the terms of an Agreement and Plan of Merger,
dated as of July 11, 1996, between Washington Federal Savings and Loan
Association, a federally-chartered savings and loan association and wholly-
owned subsidiary of Washington Federal ("Washington Savings"), and
Metropolitan Federal Savings and Loan Association of Seattle, a federally-
chartered savings and loan association and wholly-owned subsidiary of
Metropolitan ("Metropolitan Savings"), upon consummation of the Merger,
Metropolitan Savings merged with and into Washington Savings.
(b) The physical property acquired in connection with the acquisition
of Metropolitan was used by Metropolitan in the conduct of its business as
a thrift holding company. Washington Federal intends to continue such use.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) The following audited consolidated financial statements of
Metropolitan were previously filed by Washington Federal in its Registration
Statement on Form S-4 (File No. 333-10737) by incorporation by reference to
the Report on Form 10-K for the year ended March 31, 1996 filed by
Metropolitan with the Securities and Exchange Commission:
Consolidated Balance Sheets - March 31, 1996 and 1995
Consolidated Statements of Income - Years ended March 31, 1996,
1995 and 1994
Consolidated Statements of Changes in Stockholders' Equity -
Years ended March 31, 1996, 1995 and 1994
Consolidated Statements of Cash Flows - Years ended March 31,
1996, 1995 and 1994
Notes to Consolidated Financial Statements
The following unaudited consolidated financial statements of
Metropolitan were previously filed by Washington Federal in its Registration
Statement on Form S-4 (File No. 333-10737) by incorporation by reference to
the Report on Form 10-Q for the three months ended June 30, 1996 filed by
Metropolitan with the Securities and Exchange Commission:
Consolidated Balance Sheets - June 30 and March 31, 1996
Consolidated Statements of Income - Three months ended June 30,
1996
Consolidated Statements of Changes in Stockholders' Equity -
Three months ended June 30, 1996
Consolidated Statements of Cash Flows - Three months ended June
30, 1996
Notes to Consolidated Financial Statements
(b) Pro forma information was previously filed by Washington Federal
in its Registration Statement on Form S-4 (File No. 333-10737) under "Pro
Forma Combined Consolidated Financial Information" contained in the
Prospectus/Proxy Statement, dated September 23, 1996, filed with the
Securities and Exchange Commission.
(c) The following exhibits are filed with or are incorporated by
reference in this Current Report on Form 8-K:
EXHIBIT NUMBER DESCRIPTION
2(a) Agreement and Plan of Merger, dated as of July 11, 1996,
between Washington Federal and Metropolitan *
2(b) Agreement and Plan of Merger, dated as of July 11, 1996,
between Washington Savings and Metropolitan Savings*
10(a) Stock Option Agreement, dated as of July 11, 1996,
between Washington Federal (as grantee) and Metropolitan
(as issuer)*
10(b) Stockholder Agreement, dated as of July 11, 1996, among
Washington Federal and certain stockholders of
Metropolitan*
20(a) Press Release issued on July 11, 1996 with respect to
the Agreement.*
20(b) Press Release issued on November 29, 1996 with respect
to the consummation of the Merger
_______________
*Incorporated by reference to the Current Report on Form 8-K filed by
Washington Federal with the Securities and Exchange Commission on July 16,
1996.
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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.
WASHINGTON FEDERAL, INC.
Date: November 29, 1996 By: /S/ RONALD L. SAPER
-------------------
Ronald L. Saper
Executive Vice President and
Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
2(a) Agreement and Plan of Merger, dated as of July 11, 1996,
between Washington Federal and Metropolitan *
2(b) Agreement and Plan of Merger, dated as of July 11, 1996,
between Washington Savings and Metropolitan Savings*
10(a) Stock Option Agreement, dated as of July 11, 1996,
between Washington Federal (as grantee) and Metropolitan
(as issuer)*
10(b) Stockholder Agreement, dated as of July 11, 1996, among
Washington Federal and certain stockholders of
Metropolitan*
20(a) Press Release issued on July 11, 1996 with respect to
the Agreement.*
20(b) Press Release issued on November 29, 1996 with respect
to the consummation of the Merger
_______________
*Incorporated by reference to the Current Report on Form 8-K filed by
Washington Federal with the Securities and Exchange Commission on July 16,
1996.
<PAGE>
Exhibit 20(b)
Press Release issued
on November 29, 1996
with respect to the consummation of the Merger
Washington Federal, Inc.
425 Pike Street
Seattle, WA 98101
(206) 624-7930 Contact: Bob Hawkins
Friday, November 29, 1996
FOR IMMEDIATE RELEASE
WASHINGTON FEDERAL, INC. COMPLETES MERGER
WITH METROPOLITAN BANCORP
Seattle, Washington - Washington Federal, Inc. (NASDAQ-WFSL) ("Washington
Federal"), the parent company of Washington Federal Savings, announced today
the completion of the merger with Metropolitan Bancorp. In connection with
the merger, each Metropolitan shareholder will receive .738 shares of
Washington Federal Common Stock in exchange for each share of his or her
Metropolitan Common Stock. The total value of the consideration paid to
Metropolitan shareholders will approximate $66 million. Cash will be paid
for fractional shares based on the $24.41 average price of Washington
Federal Common Stock during the 20-day pricing period as defined in the
Agreement and Plan of Merger between Washington Federal and Metropolitan.
As a result of the Merger, Washington Federal will have approximately $5.9
billion in assets, $2.9 billion in deposits and $630 million in stockholders'
equity.
Guy C. Pinkerton, Chairman and Chief Executive Officer of Washington Federal
commented, "We are delighted about the merger with Metropolitan Bancorp.
Metropolitan is a well respected and profitable institution with a strong
presence in the Puget Sound area. We welcome their management talent and
believe this combination will provide significant cost savings and market
penetration which will, in turn, provide improved financial performance in the
years ahead."
Washington Federal Savings, with headquarters in Seattle, Washington, has
over 100 offices in Washington, Idaho, Oregon, Utah and Arizona.
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