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:  April 2, 2018

Anchor Bancorp
(Exact name of registrant as specified in its charter)
 
Washington 001- 34965 26-3356075
(State or other jurisdiction    (Commission File (I.R.S. Employer
of incorporation) Number) Identification No.)
         
601 Woodland Square Loop, SE
Lacey, Washington  98503
(Address of principal executive offices and zip code)

(360) 491-2250
(Registrant's telephone number, including area code)


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)

[X]
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))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company [ ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]


Item 1.01 Entry Into a Material Definitive Agreement.

On April 2, 2018, Washington Federal, Inc. ("Washington Federal") and Anchor Bancorp ("Anchor") entered into Amendment No. 2 ("Amendment No. 2") to the Agreement and Plan of Merger (the "Merger Agreement") dated as of April 11, 2017 by and between Washington Federal and Anchor.  Amendment No. 2 is attached as Exhibit 2.1 to this Report.
Some of the key provisions contained in Amendment No. 2 are as follows:
· Allows Anchor and its representatives, notwithstanding any provision of the Merger Agreement or any amendment thereto, the right to solicit, pursue and otherwise take all action to facilitate a possible alternative transaction with a party other than Washington Federal for a 120 day period beginning on April 2, 2018 and ending on July 31, 2018.  Amendment No. 2 also includes the right to terminate the Agreement during that period, upon the acceptance by Anchor of a non-binding letter of intent for an alternative transaction, without the payment of any termination fee or other penalty to Washington Federal.
·   Extends from  June 30, 2018 to August 31, 2018 the date after which either party may elect to terminate the Merger Agreement if the merger transaction ("Merger") contemplated by the Merger Agreement has not yet been completed and leaves in place the three additional extension periods that were previously agreed to.
The foregoing description of Amendment No. 2 does not purport to be complete and is qualified in its entirety by reference to the full text of Amendment No. 2. The Merger Agreement and Amendment No. 1 remain in full force and effect except as explicitly provided in Amendment No. 2.  The Merger Agreement and Amendment No. 1, as originally entered into were contained in Exhibit 2.1 to the Form 8-Ks that were filed by Anchor with the Securities and Exchange Commission ("SEC") on April 13, 2017 and September 27, 2017, respectively.

Forward Looking Statements

This Report contains statements about Washington Federal's and Anchor's future that are not statements of historical fact. These statements are "forward-looking statements" for purposes of applicable securities laws, and are based on current information and/or management's good faith belief as to future events. The words "believe," "expect," "anticipate," "project," "should," and similar expressions signify forward-looking statements. Forward-looking statements should not be read as a guarantee of future performance. By their nature, forward-looking statements involve inherent risk and uncertainties, which change over time; and actual performance could differ materially from those anticipated by any forward-looking statements. Washington Federal and Anchor undertake no obligation to update or revise any forward-looking statement. In addition to factors previously disclosed in Washington Federal's and Anchor's SEC reports (accessible on the SEC's website at www.sec.gov and on Washington Federal's website at www.washingtonfederal.com and Anchor's website at www.anchornetbank.com ), and elsewhere in this Report, the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance: ability to obtain regulatory approvals and meet other closing conditions to the Merger, including approval by Anchor's shareholders, on
 
 
 
the expected terms and schedule; the potential delay in closing the Merger beyond the date after which either party can terminate the Merger Agreement; the success, timeliness and cost of Washington Federal's remediation efforts; actions of government authorities; the success, timing and ability to pursue Washington Federal's and Anchor's growth or other business initiatives; and the ability of Washington Federal and Anchor to retain customers and personnel.

Additional Information
In connection with the proposed transaction, Washington Federal has filed a registration statement on Form S-4 with the SEC that contains a proxy statement/prospectus to be distributed to the shareholders of Anchor in connection with their vote on the Merger. Each party will also file other documents regarding the proposed transaction with the SEC. Before making any voting or investment decision regarding the transaction, shareholders of Anchor are encouraged to read the registration statement and any other relevant documents filed with the SEC, including the proxy statement/prospectus that will be part of the registration statement, as well as any amendments or supplements to these documents, when they become available, because they will contain important information about the Merger. The final proxy statement/prospectus will be mailed to shareholders of Anchor. Investors and security holders will be able to obtain the documents free of charge at the SEC's website, www.sec.gov. In addition, documents filed with the SEC by Washington Federal will be available free of charge by accessing Washington Federal's website at www.washingtonfederal.com   or by writing Washington Federal at 425 Pike Street, Seattle, WA 98101, Attention: Investor Relations or calling (206) 626-8178, or by writing Anchor at 601 Woodland Square Loop SE, Lacey, WA 98503, Attention: Corporate Secretary or calling (360) 537-1388.

Participants in this Transaction
Washington Federal, Anchor, their directors, executive officers and certain other persons may be deemed to be participants in the solicitation of proxies from Anchor shareholders in favor of the approval of the merger. Information about the directors and executive officers of Washington Federal and their ownership of Washington Federal stock is included in the proxy statement for its 2018 annual meeting of shareholders, which was filed with the SEC on December 7, 2017. Information about the directors and executive officers of Anchor and their ownership of Anchor stock is set forth in the proxy statement for its 2017 annual meeting of shareholders, which was filed with the SEC on November 9, 2017, and also will be included in the proxy statement/prospectus for the merger. Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction may be obtained by reading the registration statement and the proxy statement/prospectus regarding the proposed merger when it becomes available. Free copies of this document may be obtained as described in the preceding paragraph.


Item 9.01  Financial Statements and Exhibits

 
(d)
Exhibits
 
 
 
 
 
 
2.1
Amendment No. 2 dated as of April 2, 2018, to the Agreement and Plan of Merger, dated as of April 11, 2017,  by and between Washington Federal, Inc. and Anchor Bancorp
 
 
 
   



 

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.
 
 
 
 
 
ANCHOR BANCORP
 
 
 
 
 
 
 
 
 
 
 
 
Date: April 2, 2018
 
By:
/s/Jerald L. Shaw                                           
 
 
 
Jerald L. Shaw
 
 
 
President and Chief Executive Officer


EXHIBIT INDEX


Exhibit No.
 
Description
 
 
 
 
 
 
 
Exhibit 2.1
AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER
This Amendment No. 2 (this " Amendment No. 2 ") to the Agreement and Plan of Merger dated as of April 11, 2017 (the " Agreement "), is made and entered into as of April 2, 2018, by and between Washington Federal, Inc., a Washington corporation (" Washington Federal "), and Anchor Bancorp, a Washington corporation (" Anchor ", and together with Washington Federal, the " Parties " and each, a " Party ").
RECITALS
A.   As provided in Section 8.5 of the Agreement, the Parties may amend the terms of the Agreement by an instrument in writing, signed by the parties.
B.   The Parties hereto desire to enter into this Amendment No. 2 upon the terms and conditions set forth herein.
C.   All capitalized terms contained in this Amendment No. 2, but not specifically defined in this Amendment No. 2, shall have the meanings ascribed to such terms in the Agreement.
AGREEMENT
1.   Solicitation of Alternative Transactions and Termination Rights . For a period of one hundred and twenty (120) days from the date of this Amendment No. 2, and notwithstanding any provision of the Agreement or any amendment thereto, Anchor and its representatives shall have the right to solicit, pursue and otherwise take all other action to facilitate a possible alternative transaction with a party other than Washington Federal and, in the event of receipt and acceptance of a non-binding letter of intent for an alternative transaction by Anchor, the right to terminate the Agreement without the payment of any termination fee or other penalty to Washington Federal.
2.   Amendment to Section 8.1(c).   The June 30, 2018 termination date in Section 8.1(c), as previously amended, is extended until August 30, 2018. The other provisions of Section 8.1(c), including, but not limited to, the three additional extension dates, shall remain unchanged.
3.   No Further Amendments . Except as expressly amended hereby, the Agreement is in all respects ratified and confirmed, and all the terms, conditions and provisions thereof shall remain in full force and effect. This Amendment No. 2 is limited precisely as written and shall not be deemed to be an amendment to any other term or condition of the Agreement or any of the documents referred to therein.
4.   Effect of Amendment No. 2. This Amendment No. 2 shall form a part of the Agreement for all purposes, and each Party thereto and hereto shall be bound hereby. From and after the execution of this Amendment No. 2 by the Parties, any reference to the Agreement shall be deemed a reference to the Agreement as amended hereby.
5.   Counterparts . This Amendment No. 2 may be executed in two or more counterparts (including by facsimile or other electronic means), all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each of the
 
 
parties and delivered to the other Party, it being understood that each Party need not sign the same counterpart.
6.   Severability . Whenever possible, each provision or portion of any provision of this Amendment No. 2 shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision or portion of any provision of this Amendment No. 2 is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or portion of any provision in such jurisdiction, and this Amendment No. 2 shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision or portion of any provision had never been contained herein.
7.   Governing Law . This Amendment No. 2 and all disputes or controversies arising out of or relating to this Amendment No. 2 or the transactions contemplated hereby shall be governed by, and construed in accordance with, the internal laws of the State of Washington, without regard to the laws of any other jurisdiction that might be applied because of the conflicts of laws principles of the State of Washington.
8.   Headings . The headings used in this Amendment No. 2 are inserted for purposes of convenience of reference only and shall not limit or define the meaning of any provisions of this Amendment No. 2.
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IN WITNESS WHEREOF, Washington Federal and Anchor have caused this Amendment No. 2 to be executed by their respective officers thereunto duly authorized as of the date first above written.
 
 
 
WASHINGTON FEDERAL, INC.
 
 
 
 
 
 
 
By: /s/Brent J. Beardall                                       
 
Name:  Brent J. Beardall
 
Title: President and Chief Executive Officer
 
 
 
 
 
ANCHOR BANCORP
 
 
 
 
   
 
By: /s/Jerald L. Shaw                                          
  Name:  Jerald L. Shaw
  Title:  President and Chief Executive Officer



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