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) November 15, 2006
STERLING FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
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| Washington
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0-20800
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91-1572822 |
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(Commission File Number)
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(IRS Employer |
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Identification No.) |
111 North Wall Street, Spokane, Washington 99201
(Address of principal executive offices) (Zip Code)
(509) 458-3711
(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.
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
INFORMATION TO BE INCLUDED IN THE REPORT
Item 8.01 Other Events.
Sterling Financial Corporation (“Sterling”) and FirstBank NW Corp. (“FirstBank”) announced
that the Federal Deposit Insurance Corporation (the “FDIC”) approved FirstBank’s proposed merger
with Sterling in a letter dated November 15, 2006. The transaction is expected to close on
November 30, 2006. A copy of the press release issued by Sterling on November 17, 2006 announcing
the approval of the merger by the FDIC is included as Exhibit 99.1 to this report.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
99.1 Press Release dated November 17, 2006.
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Additional Information And Where To Find It
Sterling has filed with the Securities and Exchange Commission a registration statement on
Form S-4, and FirstBank has mailed a proxy statement/prospectus to its security holders, containing
information about the transaction. In addition to the registration statement filed by Sterling and
the proxy statement/prospectus mailed to the security holders of FirstBank, Sterling and FirstBank
file annual, quarterly and current reports, proxy statements and other information with the
Securities and Exchange Commission. Investors and security holders may obtain a free copy of the
proxy statement/prospectus and other relevant documents and any other documents filed with the
Securities and Exchange Commission at its website at www.sec.gov. The documents filed by Sterling
may also be obtained free of charge from Sterling by requesting them in writing at Sterling
Financial Corporation, 111 North Wall Street, Spokane, WA 99201, or by telephone at (509)
227-5389. In addition, investors and security holders may access copies of the documents filed
with the Securities and Exchange Commission by Sterling on its website at
www.sterlingfinancialcorporation-spokane.com. The documents filed by FirstBank may also be
obtained by requesting them in writing at FirstBank NW Corp., 1300 16th Avenue, Clarkston, WA 99403
or by telephone at (509) 295-5100. In addition, investors and security holders may access copies
of the documents filed with the Securities and Exchange Commission by FirstBank on its website at
www.fbnw.com.
Forward-Looking Statements
This Form 8-K and the Exhibits hereto may contain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements
include, but are not limited to, statements about: (i) the benefits of the merger between Sterling
and FirstBank, including future financial and operating results, cost savings, enhancements to
revenue and accretion to reported earnings that may be realized from the merger; (ii) Sterling’s or
FirstBank’s plans, objectives, expectations and intentions and other statements that are not
historical facts; and (iii) other statements identified by words such as “expects,” “anticipates,”
“intends,” “plans,” “believes,” “seeks,” “estimates” or words of similar meaning generally intended
to identify forward-looking statements. These forward-looking statements are based upon the current
beliefs and expectations of the management of Sterling and FirstBank and are inherently subject to
significant business, economic and competitive uncertainties and contingencies, many of which are
beyond our control. In addition, these forward-looking statements are subject to assumptions with
respect to future business strategies and decisions that are subject to change. Actual results may
differ materially from the anticipated results discussed in these forward-looking statements
because of numerous possible uncertainties.
The following factors, among others, could cause actual results to differ materially from the
anticipated results or other expectations expressed in the forward-looking statements: (1) the
businesses of Sterling and FirstBank may not be combined successfully, or such combination may take
longer, be more difficult, time-consuming or costly to accomplish than expected; (2) the expected
growth opportunities and cost savings from the
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merger may not be fully realized or may take longer to realize than expected; (3) operating
costs, customer losses and business disruption following the merger, including adverse effects on
relationships with employees, may be greater than expected; (4) adverse governmental or regulatory
policies may be enacted; (5) the interest rate environment may further compress margins and
adversely affect net interest income; (6) results may be adversely affected by continued
diversification of assets and adverse changes to credit quality; (7) competition from other
financial services companies in Sterling’s and FirstBank’s markets could adversely affect
operations; and (8) an economic slowdown could adversely affect credit quality and loan
originations. Additional factors that could cause actual results to differ materially from those
expressed in the forward-looking statements are discussed in Sterling’s and FirstBank’s reports
(such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form
8-K) filed with the Securities and Exchange Commission and available at the SEC’s website at
www.sec.gov.
Sterling cautions that the foregoing list of factors is not exclusive. All subsequent written
and oral forward-looking statements concerning the proposed transaction or other matters
attributable to Sterling or any person acting on Sterling’s behalf are expressly qualified in their
entirety by the cautionary statements above. Sterling does not undertake any obligation to update
any forward-looking statement to reflect circumstances or events that occur after the date the
forward-looking statements are made.
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