-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MRNB2EDRHTWI341AKsqPGgJlEaPq0LdXh9pxI0GqIqrsfaFTxXMBBMr2uY3+U3jZ Rdjw1SDzFowINmeyPMv1sw== 0000936528-06-000006.txt : 20061012 0000936528-06-000006.hdr.sgml : 20061012 20061011185330 ACCESSION NUMBER: 0000936528-06-000006 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20061010 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061012 DATE AS OF CHANGE: 20061011 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WASHINGTON FEDERAL INC CENTRAL INDEX KEY: 0000936528 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 911661606 STATE OF INCORPORATION: WA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-25454 FILM NUMBER: 061140842 BUSINESS ADDRESS: STREET 1: 425 PIKE STREET CITY: SEATTLE STATE: WA ZIP: 98101 BUSINESS PHONE: 2066247930 MAIL ADDRESS: STREET 1: 425 PIKE ST CITY: SEATTLE STATE: WA ZIP: 98101 8-K 1 oct10_8k.txt OCTOBER 10 2006 FORM 8-K UNITED STATES 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) October 10, 2006 ------------------------------ 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) Registrant's telephone number, including area code (206) 624-7930 ---------------------------- Not Applicable - ------------------------------------------------------------------------------ (Former name, former address and former fiscal year, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 1.01. Entry into a Material Definitive Agreement ------------- On October 10, 2006, Washington Federal, Inc. announced by press release the signing of a definitive merger agreement with First Federal Banc of the Southwest, Inc. A copy of the press release is attached hereto as Exhibit 99.1. A copy of the related Fact Sheet which presents certain details regarding the transaction is attached hereto as Exhibit 99.2. Item 7.01. Regulation FD Disclosure ------------- A copy of the Fact Sheet which presents certain details regarding the transaction is attached hereto as Exhibit 99.2. Item 9.01. Financial Statements and Exhibits ------------- (a) Not applicable. (b) Not applicable. (c) Exhibits: 99.1 Press release dated October 10, 2006. 99.2 Fact Sheet. 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. WASHINGTON FEDERAL, INC. Dated: October 10, 2006 By: /s/ Brent J. Beardall --------------------- Brent J. Beardall Senior Vice President and Chief Financial Officer EX-99 2 oct10_x991.txt OCTOBER 10 2006 FORM 8-K EXHIBIT 99.1 Washington Federal, Inc. 425 Pike Street Seattle, WA 98101 Contact: Cathy Cooper (206)777-8246 First Federal Banc of the Southwest 300 N. Pennsylvania Roswell, NM 88202 Contact: Aubrey Dunn (505)622-6201 Tuesday, October 10, 2006 FOR IMMEDIATE RELEASE WASHINGTON FEDERAL, INC. TO ACQUIRE FIRST FEDERAL BANC OF THE SOUTHWEST, INC. SEATTLE - Washington Federal, Inc. (the "Company" or "Washington Federal") (NASDAQ: WFSL) and First Federal Banc of the Southwest, Inc. ("First Federal") (NASDAQ: FFSW) announced today the signing of a definitive merger agreement. The merger agreement calls for the merger of First Federal with and into the Company, followed by the merger of First Federal Bank into the Company's wholly owned subsidiary, Washington Federal Savings. After the consummation of the merger, the Company will have 138 offices in eight western states with total assets of approximately $9.4 billion and total deposits of approximately $5.7 billion. Under the terms of the merger agreement, shareholders of First Federal will receive $24.14 in cash for each share of First Federal common stock they own. The aggregate consideration to be paid in connection with the merger is $99.0 million for the shares of common stock and vested employee stock options outstanding immediately prior to the effective time of the merger. The merger is expected to close in the first calendar quarter of 2007, pending the receipt of all requisite regulatory approvals and the approval of First Federal's shareholders. Roy M. Whitehead, Chairman, President and Chief Executive Officer of Washington Federal commented, "We are very pleased to be able to enter the growing New Mexico market through a merger with this fine organization. All existing First Federal branches will continue to operate as usual and we warmly and enthusiastically welcome their employees and customers to the Company. We anticipate this acquisition will be accretive to earnings in 2007 with additional earnings growth through the coming years." First Federal President and Chief Executive Officer Aubrey L. Dunn stated "Our merger with Washington Federal creates an excellent opportunity for the shareholders, customers and employees of First Federal. Our customers will benefit from the financial strength and personal approach to service that Washington Federal offers. Together, we will also be able to offer greater lending capacity to our borrowers. Likewise, employees will have greater career opportunities in a larger, more geographically diverse company. We are very proud to join a company with a strong reputation for integrity and a lengthy track record of outstanding financial performance." First Federal, headquartered in Roswell, New Mexico, had total assets of $562 million, total deposits of $392 million and total stockholders' equity of $53 million as of June 30, 2006. Baxter Fentriss and Company served as financial adviser to First Federal on this transaction. As of June 30, 2006, Washington Federal had $8.8 billion in assets, $5.3 billion in deposits and $1.2 billion in stockholders' equity. Forward Looking Statements This press release may contain forward-looking statements regarding Washington Federal, First Federal, and the proposed merger. These statements involve certain risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Such risks and uncertainties include, but are not limited to, the following factors: governmental approval of the merger may not be obtained or adverse regulatory conditions may be imposed in connection with governmental approvals of the merger; and the shareholders of First Federal may fail to approve the consummation of the merger. Washington Federal and First Federal undertake no obligation to revise or publicly release any revision or update to these forward-looking statements to reflect events or circumstances that occur after the date on which such statements were made. Notice to First Federal Shareholders First Federal intends to file a proxy statement in connection with the proposed merger. First Federal shareholders should read the proxy statement and other relevant materials when they become available, because they will contain important information about First Federal and the proposed merger. In addition to the documents described above, First Federal files annual, quarterly, and current reports, proxy statements, and other information with the U.S. Securities and Exchange Commission (the "SEC"). The proxy statement and other relevant materials (when they become available), and any other documents filed with the SEC by First Federal are available without charge at the SEC's website, at www.sec.gov. First Federal and its directors and executive officers may be deemed to be participants in the solicitation of proxies from First Federal shareholders in connection with the proposed merger. A description of certain interests of the directors and executive officers of First Federal is set forth in the First Federal proxy statement for its 2006 annual meeting which was filed with the SEC on January 27, 2006. Additional information regarding the interests of such potential participants will be included in the definitive proxy statement and other relevant documents to be filed with the SEC in connection with the proposed merger. EX-99 3 oct10_x992.txt OCTOBER 10 2006 FORM 8-K EXHIBIT 99.2 Washington Federal, Inc. ("WFSL") acquisition of First Federal Banc of the Southwest, Inc. ("FFSW") - Transaction details Purchase Price - all cash: * $24.14 per share of FFSW stock. Total consideration to be paid for FFSW stock and employee stock options will be approximately $99 million * FFSW has 15 branches - 13 in New Mexico and 2 in El Paso, Texas * Represents: - a premium of 33% over FFSW's last traded price of $18.15 (as of 10/10/06) - 1.88 times FFSW's book value of $52,532,000 as of June 30, 2006 - 2.11 times FFSW's tangible book value of $46,917,000 as of June 30, 2006 - 19.3% book premium ($46,468,000) as a percentage of core deposits ($240,299,000) as of June 30, 2006 - 19.4 times FFSW's earnings (based on FFSW's income for the quarter ended June 30, 2006) Reasons for the transaction: - We expect this transaction to be accretive to WFSL's income in the first year, with additional earnings enhancements going forward - FFSW has its heritage as a traditional thrift, its assets are concentrated in real estate secured loans - Employee base will add to depth of talent at WFSL - Opportunity for WFSL to profitably deploy a portion of its excess capital - Acquisition of a deposit base with a weighted average cost of 2.30% as of June 30, 2006 - Diversification of our loan portfolio, FFSW's weighted average yield on loans was 7.10% as of June 30, 2006 Integration: - All branches will remain open. - Planned integration will be deliberate to ensure retention of key customers and employees and minimize system integration issues. Loan & Deposit Information: All amounts are unaudited as of June 30, 2006, in thousands FFSW WFSL Combined(1) LOANS Single Family Residential 199,571 47.9% 5,223,994 76.6% 5,423,565 75.0% Construction 36,680 8.8% 1,121,661 16.5% 1,158,341 16.0% Land 36,926 8.9% 552,933 8.1% 589,859 8.2% Multifamily 9,031 2.2% 505,102 7.4% 514,133 7.1% Commercial Real Estate 95,345 22.9% 24,037 0.4% 119,382 1.7% Other Commercial 33,009 7.9% - 0.0% 33,009 0.5% Consumer 9,396 2.3% 1,263 0.0% 10,659 0.1% Net Credits (Allowance, LIP, Net Def. Fees) (3,214) -0.8% (613,277) -9.0% (616,491) -8.5% ============= =============== =============== 416,744 100.0% 6,815,713 100.0% 7,232,457 100.0% DEPOSITS Certificates of Deposit 151,862 38.7% 4,108,726 77.8% 4,260,588 75.1% Savings 84,108 21.4% 167,128 3.2% 251,236 4.4% Money Market 23,762 6.1% 785,306 14.9% 809,068 14.3% Interest Checking 59,103 15.1% 192,604 3.6% 251,707 4.4% Non-Interest Checking 73,326 18.7% 30,195 0.6% 103,521 1.8% ============= ============== ================ 392,161 100.0% 5,283,959 100.0% 5,676,120 100.0%
(1) Combined amounts represent only the aggregation of the two balances, this does not contemplate any purchase accounting adjustments that may be necessary. Forward Looking Statements This release may contain forward-looking statements regarding Washington Federal, First Federal, and the proposed merger. These statements involve certain risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Such risks and uncertainties include, but are not limited to, the following factors: governmental approval of the merger may not be obtained or adverse regulatory conditions may be imposed in connection with governmental approvals of the merger; and the shareholders of First Federal may fail to approve the consummation of the merger. Washington Federal and First Federal undertake no obligation to revise or publicly release any revision or update to these forward-looking statements to reflect events or circumstances that occur after the date on which such statements were made. Notice to First Federal Shareholders FFSW intends to file a proxy statement in connection with the proposed merger. FFSW shareholders should read the proxy statement and other relevant materials when they become available, because they will contain important information about FFSW and the proposed merger. In addition to the documents described above, FFSW files annual, quarterly, and current reports, proxy statements, and other information with the U.S. Securities and Exchange Commission (the "SEC"). The proxy statement and other relevant materials (when they become available), and any other documents filed with the SEC by FFSW are available without charge at the SEC's website, at www.sec.gov. -----END PRIVACY-ENHANCED MESSAGE-----