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) February 21, 2007
Northern Empire Bancshares
(Exact name of registrant as specified in its charter)
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California
(State or other jurisdiction of
incorporation)
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0-51318
(Commission File Number)
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94-2830529
(IRS Employer
Identification No.) |
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801 Fourth Street, Santa Rosa, CA
(Address of principal executive offices)
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95404
(Zip Code) |
(707) 579-2265
(Registrant’s telephone number, including area code)
Not Applicable
(Former Name or Former Address, if changed since last report)
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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x
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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 Northern Empire Bancshares (“Northern Empire”)
today announced that shareholders of both Sterling and Northern Empire have approved Northern
Empire’s proposed merger with Sterling.
A copy of the joint press release issued by Sterling and Northern Empire on February 21, 2007
announcing the approval of the transaction is included as Exhibit 99.1 to this report.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
99.1 Joint Press Release dated February 21, 2007.
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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 Sterling and Northern Empire have mailed a proxy statement/prospectus to their
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
Sterling and Northern Empire, Sterling and Northern Empire 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 Northern
Empire may also be obtained by requesting them in writing at Northern Empire Bancshares, 801 Fourth
Street, Santa Rosa, CA 95404 or by telephone at (707) 591-9000. In addition, investors and
security holders may access copies of the documents filed with the Securities and Exchange
Commission by Northern Empire on its website at www.snbank.com.
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Forward Looking Statements
This Form 8-K and the Exhibit 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
Northern Empire, 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
Northern Empire’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 Northern Empire 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.
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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 Northern Empire 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) 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 Northern
Empire’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 Northern Empire’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.
Northern Empire 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 Northern Empire or any person acting on Northern Empire’s behalf are expressly
qualified in their entirety by the cautionary statements above. Northern Empire 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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