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) June 4, 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)) |
TABLE OF CONTENTS
INFORMATION TO BE INCLUDED IN THE REPORT
Item 1.01 Entry into a Material Definitive Agreement.
On June 4, 2006, Sterling Financial Corporation, a Washington corporation (“Sterling”),
entered into an Agreement and Plan of Merger (the “Merger Agreement”) with FirstBank NW Corp., a
Washington corporation (“FirstBank”). Under the terms of the Merger Agreement, FirstBank will be
merged with and into Sterling, with Sterling being the surviving corporation in the merger. The
Merger Agreement also provides for the merger of FirstBank’s financial institution subsidiary,
FirstBank Northwest, with and into Sterling’s financial institution subsidiary, Sterling Savings
Bank, with Sterling Savings Bank being the surviving institution.
Under the terms of the Merger Agreement, which has been unanimously approved by the Boards of
Directors of both companies, each share of FirstBank common stock will be converted into 0.789
shares of Sterling common stock and $2.55 in cash, subject to certain conditions. Based upon the
closing price for Sterling’s common stock on June 2, 2006, of $31.19 per share, the consideration
is equivalent to $27.16 per share of FirstBank common stock. Outstanding options to purchase
shares of FirstBank common stock will be assumed and converted into options to purchase Sterling
common stock. The transaction, which is valued at approximately $169.6 million, is expected to
close in the fourth quarter of 2006, pending FirstBank shareholder and regulatory approval, and
satisfaction of other customary closing conditions. The parties have agreed to pay termination
fees in the event the Merger Agreement is terminated under certain conditions. All of the
directors and certain officers of FirstBank have entered into voting agreements pursuant to which
they have agreed to vote their shares in favor of the transaction.
Additional Information And Where To Find It
Sterling intends to file with the Securities and Exchange Commission a registration statement
on Form S-4, and FirstBank expects to mail a proxy statement/prospectus to its security holders,
containing information about the transaction. Investors and security holders of Sterling and
FirstBank are urged to read the proxy statement/prospectus and other relevant materials when they
become available because they will contain important information about Sterling, FirstBank and the
proposed merger. In addition to the registration statement to be filed by Sterling and the proxy
statement/prospectus to be 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 (when they become available) 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.
Sterling, FirstBank and their respective officers and directors may be deemed to be
participants in the solicitation of proxies from the security holders of FirstBank NW with respect
to the transactions contemplated by the proposed merger. Information regarding Sterling’s officers
and directors is included in Sterling’s proxy statement for its 2006 annual meeting of shareholders
filed with the Securities and Exchange Commission on March 24, 2006. Information regarding
FirstBank’s officers and directors is included in FirstBank’s proxy statement for its 2005 annual
meeting of shareholders filed with the Securities and Exchange Commission on June 17, 2005. A
description of the interests of the directors and executive officers of Sterling and FirstBank in
the merger will be set forth in FirstBank’s proxy statement/prospectus and other relevant documents
filed with the Securities and Exchange Commission when they become available.
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Item 7.01 Regulation FD Disclosure.
A copy of the joint press release issued by Sterling and FirstBank on June 5, 2006 announcing
the signing of the merger agreement is included as Exhibit 99.1 to this report. A slide
presentation that Sterling is presenting to investors on June 5, 2006 is included as Exhibit 99.2
to this report. A memo that Sterling is sending to certain of its employees on June 5, 2006 is included as Exhibit
99.3 to this report. Materials that Sterling is providing to FirstBank employees on June 5, 2006
are included as Exhibit 99.4 to this report.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
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99.1
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Joint Press Release dated June 5, 2006. |
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99.2
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Slide presentation of Sterling dated June 5, 2006. |
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99.3
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Memo from Sterling to certain of its employees dated June 5, 2006. |
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99.4
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Materials provided by Sterling to FirstBank employees on June 5, 2006. |
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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 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) governmental approvals of the merger may not be obtained, or adverse regulatory
conditions may be imposed in connection with governmental approvals of the merger; (5) the
shareholders of FirstBank may fail to approve the merger; (6) adverse governmental or regulatory
policies may be enacted; (7) the interest rate environment may further compress margins and
adversely affect net interest income; (8) results may be adversely affected by continued
diversification of assets and adverse changes to credit quality; (9) competition from other
financial services companies in Sterling’s and FirstBank’s markets could adversely affect
operations; and (10) 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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