-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ae3hNDJOpgd5x9eVzq8I5vx4JGEHT9+q/5b8nz86T5iRHSaEMYSbHV/a9Yf85isO mIJVRWCf+iR/QGT/dIBA4w== 0001193125-04-161587.txt : 20040924 0001193125-04-161587.hdr.sgml : 20040924 20040924170417 ACCESSION NUMBER: 0001193125-04-161587 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040920 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20040924 DATE AS OF CHANGE: 20040924 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICANWEST BANCORPORATION CENTRAL INDEX KEY: 0000726990 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 911259511 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-18561 FILM NUMBER: 041045476 BUSINESS ADDRESS: STREET 1: 9506 N NEWPORT HWY CITY: SPOKANE STATE: WA ZIP: 99218-1200 BUSINESS PHONE: 5094676949 MAIL ADDRESS: STREET 1: 9506 N NEWPORT HWY CITY: SPOKANE STATE: WA ZIP: 99218-1200 FORMER COMPANY: FORMER CONFORMED NAME: UNITED SECURITY BANCORPORATION DATE OF NAME CHANGE: 19920703 8-K 1 d8k.htm FORM 8-K Form 8-K

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): September 20, 2004

 


 

AMERICANWEST BANCORPORATION

(Exact name of registrant as specified in its charter)

 


 

Washington   0-18561   91-1259511

(State of other jurisdiction

of incorporation)

  (Commission File Number)  

(IRS Employer

Identification No.)

 

9506 North Newport Highway,

Spokane, Washington

  99218-1200
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (509) 467-6993

 

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:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ 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))

 



Item 1.01   Entry into a Material Definitive Agreement.

 

The information set forth under Item 5.02, “Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers”, is incorporated herein by reference.

 

Item 5.02   Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

 

On September 20, 2004, AmericanWest Bancorporation (Nasdaq: AWBC) announced the appointment of Robert M. Daugherty as president and chief executive officer of AmericanWest Bancorporation and its subsidiary, AmericanWest Bank, effective September 20, 2004. Mr. Daugherty is succeeding the current president and chief executive officer of the registrant, Wesley C. Colley.

 

Mr. Daugherty, age 51, previously served as the president and chief executive officer of Humboldt Bancorporation and Humboldt Bank of California, from 2002 to 2004. From 2001 to 2002, Mr. Daugherty was executive vice president of Zions Bank of Utah. From 1997 to 2001, Mr. Daugherty was the president, chief executive officer, and chairman of the board of Draper Bank & Trust of Utah.

 

Mr. Daugherty is also expected to be elected to the boards of directors of AmericanWest Bancorporation and AmericanWest Bank at their next meeting. Since the beginning of registrant’s last fiscal year, there have been no related transactions or relationships as defined by Item 404(a) of Regulation S-K between AmericanWest Bancorporation and Mr. Daugherty.

 

AmericanWest Bancorporation and Mr. Daugherty have agreed to enter into an employment agreement under which Mr. Daugherty will receive an annual base salary of $300,000, reviewed annually, and a bonus based upon the company’s financial performance. The term of the employment agreement is four years, unless terminated by either party, and will include severance and change in control payments, as defined by the agreement. Mr. Daugherty would be prohibited from competing with the company for the longer of one year or the balance of the term of his employment agreement, after his employment is terminated or he resigns from the company. In addition, AmericanWest Bancorporation agreed to grant Mr. Daugherty an option to purchase 200,000 shares of the company’s common stock, vesting over a period of years in accordance with the terms and conditions of AmericanWest Bancorporation’s 2001 Incentive Stock Plan and his employment agreement.

 

A copy of Mr. Daugherty’s employment agreement will be filed as an exhibit to AmericanWest Bancorporation’s quarterly report on Form 10-Q for the period ending September 30, 2004.

 

Item 8.01   Other Events.

 

Attached hereto as Exhibit 99.1 is a press release issued on September 20, 2004 announcing the appointment of Robert M. Daugherty as the president and chief executive officer of AmericanWest Bancorporation and its subsidiary, AmericanWest Bank.

 

2


Item 9.01   Financial Statements and Exhibits.

 

  (a) Not applicable.

 

  (b) Not applicable.

 

  (c) Exhibits.

 

Exhibit
Number


 

Description


99.1   Press release dated September 20, 2004 announcing the appointment of Robert M. Daugherty as the president and chief executive officer of AmericanWest Bancorporation and its subsidiary, AmericanWest Bank.

 

3


SIGNATURE

 

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.

 

Dated: September 24, 2004

 

AMERICANWEST BANCORPORATION

By:

 

/s/ C. Tim Cassels


   

C. Tim Cassels

   

Executive Vice President and CFO

 

4

EX-99.1 2 dex991.htm PRESS RELEASE DATED SEPTEMBER 20, 2004 Press Release dated September 20, 2004

EXHIBIT 99.1

 

AWBC

September 20, 2004

Page 1 of 2

 

AmericanWest Bancorporation

Contact:

Don Swartz, Chairman of the Board

Tim Cassels, Chief Financial Officer

(509) 467-6993

 

NEWS RELEASE

 

AMERICANWEST BANCORPORATION APPOINTS NEW PRESIDENT AND

CHIEF EXECUTIVE OFFICER

 

Spokane, Washington – September 20, 2004 - AmericanWest Bancorporation (Nasdaq: AWBC)

 

AmericanWest Bancorporation announced today the appointment of Robert M. Daugherty as President and Chief Executive Officer of AmericanWest Bancorporation and it subsidiary AmericanWest Bank, effective September 20, 2004. Mr. Daugherty is succeeding current President and Chief Executive Officer, Wes Colley.

 

“This appointment is a result of an exhaustive search as part of our ongoing succession planning,” said Don Swartz, chairman of the board of AWBC and AmericanWest Bank. “Our board spent countless hours over the past year to make this selection.”

 

Mr. Daugherty previously held the position of President and Chief Executive Officer of Humboldt Bancorporation and Humboldt Bank of California. Prior to Humboldt, Mr. Daugherty held the position of President, Chief Executive Officer and Chairman of the Board of Draper Bank & Trust of Utah. In addition, he has spent time in the Zions and US Bank organizations and currently serves as the President Elect and a board member for the Western Independent Bankers Association. Mr. Daugherty brings more than 30 years of banking experience and knowledge to the position.

 

“Mr. Daugherty brings the experience, knowledge and enthusiasm to our company to expand and build upon the progress we have made to date. We feel he has the experience and skill set to take us forward in the future,” said Swartz.

 

MISSION STATEMENT:

 

The mission of AmericanWest Bancorporation is to provide all employees with a positive environment in which to maximize their contributions to our success and attain their career goals; in order to be responsive to customer needs, and partner in helping individuals and businesses in our markets achieve their financial goals, in order to optimize long-term shareholder value and to provide a superior rate of return on shareholder investment.


AWBC

September 20, 2004

Page 2 of 2

 

AmericanWest Bancorporation is a community bank holding company with 44 offices located in Eastern Washington and Northern Idaho. For further information on the Company or to access Internet banking, please visit our web site at www.awbank.net.

 

FORWARD LOOKING STATEMENTS:

 

This release contains certain forward-looking statements within the Private Securities Litigation Reform Act of 1995 (PSLRA), including statements about the financial condition, results of operations, future financial targets and earnings outlook of the Company. The forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected. Those factors include, but are not limited to, impact of the current national and regional economy on small business loan demand in the Company’s market, loan delinquency rates, changes in portfolio composition, the bank’s ability to attract quality commercial business, interest rate movements and the impact on margins such movement may cause, changes in the demographic makeup of the Company’s market, fluctuation in demand for the Company’s products and services, the Company’s ability to attract and retain qualified people, regulatory changes, competition with other banks and financial institutions, and other factors. For a discussion of factors that could cause actual results to differ, please see the Company’s reports on Forms 10-K and 10-Q as filed with the Securities and Exchange Commission. Words such as “targets,” “expects,” “anticipates,” “believes,” other similar expressions or future or conditional verbs such as “will,” “may,” “should,” “would,” and “could” are intended to identify such forward-looking statements. Readers should not place undue reliance on the forward-looking statements, which reflect management’s view only as of the date hereto. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect subsequent events or circumstances. This statement is included for the express purpose of protecting the Company under PSLRA’s safe harbor provisions.

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