REDWOOD FINANCIAL INC /MN/
8-K, 1996-12-31
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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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):  December 30,1996
                                                         ----------------




                           REDWOOD FINANCIAL, INC.
            ------------------------------------------------------
            (Exact name of Registrant as specified in its Charter)




         Minnesota                        0-25884                41-1807233
- ----------------------------      ------------------------   ------------------
(State or other jurisdiction      (Commission File Number)   (I.R.S. Employer
      of incorporation)                                      Identification No.)


301 S. Washington Street, P.O. Box 317, Redwood Falls, Minnesota        56283
- ----------------------------------------------------------------      ----------
(Address of principal executive offices)                              (Zip Code)



Registrant's telephone number, including area code:             (507) 637-8730
                                                                ---------------



                                Not Applicable
         -------------------------------------------------------------
         (Former name or former address, if changed since last Report)





<PAGE>



Item 5.  Other Events
- ---------------------

      The  Registrant  issued a press  release on December 30, 1996,  announcing
that the letter of intent ("Letter") with Olivia Bancorporation, Inc. ("Olivia")
and  American  State Bank of Olivia  (the  "Bank")  dated  November  1, 1996 and
executed  November  4, 1996 for the  acquisition  of Olivia  and the Bank by the
Registrant terminated.

      Consummation   of  the  proposed   acquisition   was  subject  to  several
conditions,  including  the  completion  of  satisfactory  due  diligence by the
Registrant.  Upon  completion of due diligence,  the Registrant  decided that it
could  not  offer the  consideration  disclosed  in the  Letter.  After  further
negotiations,  the parties could not reach  agreement on a revised price for the
proposed acquisition.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits
- ---------------------------------------------------------------------------

      (c)   Exhibits:

            Exhibit 99 - Press Release dated December 30, 1996




<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.


                                          REDWOOD FINANCIAL, INC.



Date:  December 30, 1996            By:   /s/ Paul W. Pryor
                                          -----------------
                                          Paul W. Pryor
                                          President







                                  EXHIBIT 99

                                 Press Release








<PAGE>



PRESS RELEASE

                              Contact:    Paul W. Pryor, Chief Executive Officer
                                          Redwood Financial, Inc.
                                          (507) 637-8730

                                          For Immediate Release
                                          December 30, 1996


          LETTER OF INTENT BY AND AMONG OLIVIA BANCORPORATION, INC.,
                        AMERICAN STATE BANK OF OLIVIA
                    AND REDWOOD FINANCIAL, INC. TERMINATED

      Redwood Falls,  Minnesota -- December 30, 1996 -- Redwood Financial,  Inc.
("Redwood"),  Redwood  Falls,  Minnesota,  the holding  company of Redwood Falls
Federal Savings and Loan  Association (the  "Association")  announced today that
the letter of intent  dated  November  1, 1996 (the  "Letter of  Intent") by and
among   Redwood,   American  State  Bank  of  Olivia  (the  "Bank")  and  Olivia
Bancorporation, Inc. ("Olivia") which owns 97.6% of the outstanding stock of the
Bank  providing for the proposed  acquisition of Olivia and the Bank by Redwood,
terminated and no further  negotiations between the parties will be conducted in
the foreseeable future.

      The  transaction  was subject to, among other things,  the completion of a
due  diligence  examination  by Redwood.  Upon  completion  of the due diligence
examination,  the Board of Directors of Redwood  decided that Redwood  could not
offer the  consideration  disclosed  in the  Letter  of  Intent.  After  further
negotiations  the parties  could not agree upon a revised price for the proposed
acquisition.

      The   Association  is  a  federally   chartered  stock  savings  and  loan
association  headquartered in Redwood Falls, Minnesota.  The Association has two
full service offices located in Redwood and Renville  Counties,  Minnesota.  The
Association's  deposits are federally  insured by the FDIC. The Association is a
community  oriented,  full service retail savings and loan association  offering
traditional  mortgage  loan  products.  At  September  30, 1996,  Redwood,  on a
consolidated  basis, had total assets and stockholders'  equity of $51.0 million
and $13.2 million, respectively.

      The common stock of Redwood  (trading  symbol "REDW") is listed on the OTC
Bulletin Board of Nasdaq.




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