Ahmanson to Acquire Coast Savings.IRWINDALE & LOS ANGELES Los Angeles (lôs ăn`jələs, lŏs, ăn`jəlēz'), city (1990 pop. 3,485,398), seat of Los Angeles co., S Calif.; inc. 1850. , Calif.--(BUSINESS WIRE)--Oct. 6, 1997-- -Forms Third Largest California Financial Institution; Immediately Accretive to 1998 Earnings- -Coast Shareholders to Receive Ahmanson Stock and Certificates Relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc Coast's Goodwill Litigation- H.F. Ahmanson & Company (NYSE NYSE See: New York Stock Exchange :AHM AHM Automated Hacking Machines AHM All Hands Meeting AHM Academy for Healthcare Management AHM Atom Heart Mother (Pink Floyd album) AHM Airport Handling Manual AHM Acutely Hazardous Material AHM Anti-Helicopter Mine ), parent company of Home Savings of America, and Coast Savings Financial, Inc. (NYSE:CSA (1) (Canadian Standards Association, Toronto, Ontario, www.csa.ca) A standards-defining organization founded in 1919. It is involved in many industries, including electronics, communications and information technology. ), parent company of Coast Federal Bank, today jointly announced the signing of a definitive agreement for Ahmanson to acquire Los Angeles-based Coast. The combined company would be California's third largest financial institution, with more than $39 billion in deposits. Under the terms of the agreement, Coast shareholders will receive a tax-free exchange tax-free exchange An exchange of assets between taxpayers in which any gain or loss is not recognized in the period during which the exchange takes place. Rather, taxpayers are required to adjust the basis of assets exchanged. of 0.8082 shares of Ahmanson common stock for each share of Coast common stock. In addition, Coast shareholders will receive tradable certificates representing the right to receive an amount equal to 100 percent of any after tax proceeds (net of expenses) from Coast's pending "goodwill" litigation An action brought in court to enforce a particular right. The act or process of bringing a lawsuit in and of itself; a judicial contest; any dispute. When a person begins a civil lawsuit, the person enters into a process called litigation. against the U.S. government. Excluding the value of the goodwill litigation certificates, the exchange ratio represents a price of $46.17 for each Coast share, based on Ahmanson's closing stock price on October 3, 1997, resulting in a purchase price of $901 million. The Ahmanson stock to be issued represents a multiple of 1.9 times Coast's book value at June 30, 1997, and a deposit premium of approximately 7.1 percent. Ahmanson Chairman and Chief Executive Officer Charles R. Rinehart said, "This transaction is good for California since it creates an even stronger competitor headquartered in Southern California Southern California, also colloquially known as SoCal, is the southern portion of the U.S. state of California. Centered on the cities of Los Angeles and San Diego, Southern California is home to nearly 24 million people and is the nation's second most populated region, . For over one hundred years, Home Savings has been a major contributor to the growth of California. The addition of Coast enhances our already strong presence in key markets throughout the state, as well as our ability to offer financial products to both individuals and small businesses. Coast's customers will benefit from a wider array of consumer banking products and the new availability of business banking products and services. "This transaction is also consistent with our desire to build shareholder value," he added. "It yields meaningful and immediate accretion to earnings while preserving our ability to continue buying back shares. In addition, Coast fits directly into our strategy of being a full-service consumer and small business bank." The transaction will be accounted for as a purchase. Following the merger, Ahmanson will have total assets of $56.6 billion. It will also have $39.2 billion in deposits, and serve more than two million households through 460 financial service centers in California, Florida and Texas. Home Savings' share of California's retail deposit market will increase to 9.1 percent from 7.5 percent. Coast Chairman and Chief Executive Officer Ray Martin said, "We are proud to have Coast join forces with Home Savings at this time. Their top-flight board and management team have demonstrated a strong and savvy commitment to enhancing shareholder value, and we believe this combination will accelerate their well-underway transformation into a regional banking powerhouse. We are also very pleased that the transaction will preserve all the potential benefits of Coast's `supervisory goodwill' lawsuit for our shareholders." Rinehart will serve as Chairman and CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. of the combined company. Martin will join the Ahmanson Board of Directors. Coast's 90 retail branches, with deposits totaling $6.4 billion at June 30, 1997, are located in both Northern and Southern California. Coast has 28 branches in Northern California Northern California, sometimes referred to as NorCal, is the northern portion of the U.S. state of California. The region contains the San Francisco Bay Area, the state capital, Sacramento; as well as the substantial natural beauty of the redwood forests, the northern in San Francisco San Francisco (săn frănsĭs`kō), city (1990 pop. 723,959), coextensive with San Francisco co., W Calif., on the tip of a peninsula between the Pacific Ocean and San Francisco Bay, which are connected by the strait known as the Golden , Monterey, Santa Cruz Santa Cruz, city, United States Santa Cruz (săn`tə kr z), city (1990 pop. 49,040), seat of Santa Cruz co., W Calif., on the north shore of Monterey Bay; inc. 1866. , Santa Clara Santa Clara, city, CubaSanta Clara (sän`tä klä`rä), city (1994 est. pop. 217,000), capital of Villa Clara prov., central Cuba. , Contra Costa Contra Costa can refer to:
San Bernardino (săn bûr'nədē`nō), city (1990 pop. 164,164), seat of San Bernardino co., S Calif., at the foot of the San Bernardino Mts.; inc. 1854. and Ventura counties. Coast currently has 1,500 employees compared to Ahmanson's 9,300 employees. Job loss is expected to be minimal because of the high number of jobs currently open at Home Savings stemming from its recent hiring restriction and the company's normal attrition. The acquisition has been unanimously approved by the boards of directors of both companies. It is contingent upon Adj. 1. contingent upon - determined by conditions or circumstances that follow; "arms sales contingent on the approval of congress" contingent on, dependant on, dependant upon, dependent on, dependent upon, depending on, contingent regulatory approval and Coast shareholder approval, and is expected to close in the first quarter of 1998. H.F. Ahmanson & Company, with more than $47 billion in assets, is the parent company of Home Savings of America, one of the nation's largest full-service consumer and small business banks. -0- This release contains forward looking statements with respect to the financial condition, results of operations and business of H.F. Ahmanson and, assuming the consummation of the merger, a combined H.F. Ahmanson/Coast Savings Financial including statements relating to: (a) the cost savings and accretion to reported earnings that will be realized from the merger; (b) the impact on revenues of the merger, and (c) the restructuring charges restructuring charge The expense of reorganizing a company's operations. A restructuring charge is an infrequent expense that generally results from asset writedowns or facility closings. expected to be incurred in connection with the merger. These forward looking statements involve certain risks and uncertainties. Factors that may cause actual results to differ materially from those contemplated by such forward looking statements include, among others, the following possibilities: (1) expected cost savings from the merger cannot be fully realized or realized within the expected time frame; (2) revenues following the merger are lower than expected; (3) competitive pressure among depository institutions Depository institution A financial institution that obtains its funds mainly through deposits from the public. This includes commercial banks, savings and loan associations, savings banks and credit unions. increases significantly; (4) costs or difficulties related to the integration of the businesses of H.F. Ahmanson and Coast Savings Financial are greater than expected; (5) changes in the interest rate environment reduce interest margins; (6) general economic conditions, either nationally or in the states in which the combined company will be doing business, are less favorable than expected; or (7) legislation or regulatory changes adversely affect the businesses in which the combined company would be engaged. -0-
AHMANSON/COAST
AT A GLANCE
June 30, 1997 Figures (all dollar figures in millions, except per
share amounts).
Financial ratios reflect six month data.
AHMANSON COAST COMBINED
Total Assets $47,532 $9,103 $56,635
Total Deposits $32,742 $6,413 $39,155
California Market Share
(Deposits) 7.5% 1.6% 9.1%
California Market Position
(Deposits) 4 9 3
Total Loans & Mortgage-
backed securities $44,357 $8,203 $52,560
Net Income (Second Qtr.) $115.7 $12.6
Net Income (First Half) $218.7 $24.9
Return on Average Assets -
6 months 0.90% 0.56%
Return on Average Equity -
6 months 18.3% 11.4%
Nonperforming Assets $690.5 $127.9
Nonperforming Assets/Total
Assets 1.45% 1.40%
Stockholders' Equity/Assets 5.18% 4.92%
Book Value Per Share $20.35 $24.06
Closing Stock Price Per
Share 10/3/97 $57.13 $54
Fully diluted Shares
Outstanding (000's)
10/3/97 106,255 18,616
Market Capitalization
10/3/97 $6,070.3 $1,005.3
Branch Locations 9/26/97 370 90
Households Served (000's) 1,641 418
Employees 9,254 1,500
Note to editors: for past press releases and investor relations Investor relations The process by which the corporation communicates with its investors. information, go to http://www.businesswire.com/cnn/ahm.shtml CONTACT: Ahmanson: Media: Mary Trigg (626) 814-7922 Investor: Steve Swartz (626) 814-7986 or Coast: Mark Neal (213) 362-2242 |
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