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METROPOLITAN FINANCIAL CORPORATION TO ACQUIRE SECURITY FINANCIAL GROUP,

METROPOLITAN FINANCIAL CORPORATION TO ACQUIRE SECURITY FINANCIAL GROUP,
 MINNEAPOLIS, Feb. 18 /PRNewswire/ -- The boards of directors of Metropolitan Financial Corporation (NYSE: MFC), and Security Financial Group, Inc. (NASDAQ: SFGI), St. Cloud, Minn., announced today the execution of a definitive agreement whereby Metropolitan Financial Corporation will acquire the outstanding shares of Security Financial Group for approximately $12.8 million.
 Shareholders will receive $17.50 of Metropolitan Financial Corporation common stock for each share of common stock of Security Financial that they own. The value of Metropolitan Financial Corporation's common stock will be based upon the average closing price of the stock during the ten New York Stock Exchange trading days ending on the third trading day before the transaction is consummated, provided that the conversion ration so established shall not result in more than one share of Metropolitan common stock being issued for each outstanding share of Security.
 The definitive agreement is subject to a number of conditions, including the receipt of required regulatory and shareholder approvals, the accuracy of each party's representations and warranties, satisfactory completion of due diligence by Metropolitan and the average closing price of Metropolitan's common stock not being less than $17.50 during the ten day determination period. The agreement stipulates that the transaction be consummated prior to Dec. 31, 1992.
 Warren W. Teigen, chairman of the board, president, and chief executive officer of Security, stated, "This transaction provides a unique opportunity for our shareholders and customers to become a part of a larger, more diversified organization. The acquisition will allow Security Financial Banking and Savings, fsb, the financial institution subsidiary of Security, to be able to offer the services and conveniences that the financial institution subsidiary of Metropolitan presently offers."
 Stan K. Dardis, executive vice president of Metropolitan Financial and president and chief executive office of Metropolitan Federal Bank, fsb, noted, "This transaction brings together two well capitalized financial institutions, each with a reputation for quality customer service and community involvement. Metropolitan is excited by the opportunity to expand its presence throughout central Minnesota and enhance its franchise through the acquisition of this fine company."
 Security Financial Group, Inc., provides financial services to central Minnesota through its operating subsidiary Security Financial Banking and Savings, fsb. Security Financial is a $260 million savings bank with headquarters in St. Cloud and offices in St. Cloud, Elk River, Monticello, Mora, Princeton, Sauk Rapids and Waite Park, Minn. Security Financial Group, Inc., is traded on the National Over-The-Counter Market under the NASDAQ symbol SFGI.
 Metropolitan Financial Corporation is a regional financial services holding
company based in the Twin Cities. Its full service consumer savings bank, Metropolitan Federal Bank, fsb, Fargo, N.D., operates over 125 offices in 101 communities in the states of Minnesota, North Dakota, Iowa, South Dakota, Arizona and Wisconsin. As of Dec. 31, 1991, Metropolitan had consolidated assets of $4.7 billion and deposits of $3.8 billion. Nearly $1 billion of the company's deposits are in the state of Minnesota. Metropolitan Financial Corporation's real estate sales and brokerage subsidiary, Edina Realty, operates 36 offices with over 1600 sales associates throughout the Twin Cities and western Wisconsin, and is the Twin Cities largest homeseller.
 Metropolitan Financial Corporation's common and series A preferred stock trade on the New York Stock Exchange, the common under the symbol MFC.
 The Series B preferred stock and warrant trade on the NASDAQ System under the symbols MFCNP and MFCNW, respectively.
 -0- 2/18/92
 /CONTACT: Bill Bartkowski of Metropolitan Financial, 612-928-5003, or Susan Mackert of Security Financial Group, 612-259-7438/
 (MFC)(SFGI) CO: Metropolitan Financial Corporation, Security Financial Group ST: Minnesota IN: FIN SU: TNM


AL -- MN020 -- 0104 02/18/92 16:13 EST
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Publication:PR Newswire
Date:Feb 18, 1992
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