-----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, WryIf/G7UTr8bfVqJnhizZUtLrFwtZcG7cqBio8tqzQ0RYh/90TWGmNDUMbWunkx 9pSntQbC+sgCCSodKWvREQ== 0000887343-97-000015.txt : 19970708 0000887343-97-000015.hdr.sgml : 19970708 ACCESSION NUMBER: 0000887343-97-000015 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970707 ITEM INFORMATION: Other events FILED AS OF DATE: 19970707 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: COLUMBIA BANKING SYSTEM INC CENTRAL INDEX KEY: 0000887343 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 911422237 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20288 FILM NUMBER: 97637005 BUSINESS ADDRESS: STREET 1: 1102 BROADWAY PLAZA CITY: TACOMA STATE: WA ZIP: 98402 BUSINESS PHONE: 2063051900 MAIL ADDRESS: STREET 1: 1102 BROADWAY PLAZA CITY: TACOMA STATE: WA ZIP: 98402 8-K 1 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: July 7, 1997 Columbia Banking System, Inc. ----------------------------- (Exact name of registrant as specified in its charter) Washington ---------- (State or other jurisdiction of incorporation) 0-20288 91-1422237 ---------------------- -------------------------------- (Commission File Number) (IRS Employer Identification No.) 1102 Broadway Plaza Tacoma, WA 98402 (Address of principal executive offices) (Zip Code) (253) 305-1969 Registrant's telephone number, including area code FORM 8-K COLUMBIA BANKING SYSTEM, INC. Tacoma, Washington July 7, 1997 Item 5. Other Events - --------------------- On June 30, 1997, the Board of Directors of Columbia Banking System, Inc. ("CBSI") and its wholly owned subsidiary, Columbia State Bank (the "Bank"), headquartered in Tacoma, Washington, approved a Plan and Agreement of Reorganization and Merger, whereby Cascade Bancorp, Inc. and its wholly owned subsidiary, Cascade Community Bank, located in Auburn, Washington, will merge with and into CBSI and the Bank, respectively. The Agreement provides that stockholders of Cascade Bancorp will receive 2.27 shares of CBSI common stock for each share of Cascade common stock. As of June 30, 1997, there were 330,000 shares of Cascade common stock issued and outstanding. In addition, outstanding options to purchase shares of Cascade common stock will become options to aquire up to 25,880 shares of CBSI common stock. CBSI's common stock trades on the Nasdaq National Market tier of The Nasdaq Stock Market under the symbol "COLB". Cascade Bancorp's securities are not publicly traded or listed on a securities exchange. A copy of CBSI's News Release containing the announcement of the merger transaction is attached as an exhibit to this report. Item 7. Financial Statements and Exhibits - ------------------------------------------ (a) Financial statements - not applicable. (b) Pro forma financial information - not applicable. (c) Exhibits: (20) News release issued by Columbia Banking System, Inc. dated July 1, 1997. -2- SIGNATURES Pursuant to the requirements of the Securities Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized. COLUMBIA BANKING SYSTEM, INC. (Registrant) Date: July 7, 1997 By: /s/ W.W. Philip ----------------------------------------- W.W. Philip, President and Chief Operating Officer -3- Exhibit (20) ( Columbia Banking System letterhead appears hear) FOR IMMEDIATE RELEASE --------------------- July 1, 1997 Contacts: For Columbia Banking System, Inc. For Cascade Community Bank A. G. Espe, Chairman, (253)305-1970 Donald W. Lisko, President, W. W. Philip, President, (253)305-1993 (253)939-9600 Kristen Kopay, Corporate Communications, (253)305-1965 COLUMBIA BANKING SYSTEM TO ACQUIRE CASCADE COMMUNITY BANK THROUGH MERGER TACOMA, Washington---A. G. Espe, Chairman and Chief Executive Officer of Columbia Banking System, Inc., and Donald W. Lisko, President and Chief Executive Officer of Cascade Community Bank, today announced that the parties have reached an agreement to merge Cascade Community Bank, a wholly owned subsidiary of Cascade Bancorp, Inc. and Columbia Bank, a wholly owned subsidiary of Columbia Banking System, Inc. ("CBSI"). The terms of the agreement also provide that Cascade Bancorp, Inc. will be merged into CBSI, and that stockholders of Cascade Bancorp will receive 2.27 shares of CBSI common stock for each share of Cascade common stock. In announcing the agreement, Mr. Lisko commented that Cascade Community Bank customers will benefit from expanded financial and other resources through Columbia Bank. He stated that "we are pleased to join with Columbia Bank, which has proved its commitment to providing quality customer service. The combination will provide our customers with a broader array of services and locations from which to choose following completion of the merger." Mr. W. W. Philip, President and Chief Executive Officer of Columbia Bank stated that, "Columbia Bank is pleased to be joining forces with such a well-run institution. We are also pleased to be extending our network of branches more directly to the people of Auburn, Kent and the surrounding areas. Columbia Bank will continue offering the same quality customer service, with a community bank emphasis, which has been the hallmark of Cascade Community Bank." Following the merger, it is anticipated that Cascade's President, Don Lisko, will become a senior officer of Columbia Bank, and that Cascade's Chairman, Thomas Matson, will be appointed to serve on Columbia's Boards of Directors. At March 31, 1997, Columbia Banking System, Inc. (Nasdaq: COLB) had total consolidated assets of approximately $608 million. Columbia Bank operates 18 banking offices located in Pierce, King and Cowlitz Counties. The agreement, which was unanimously approved by the respective Boards of Directors of the parties, is subject to a number of conditions, including approval by the shareholders of Cascade Bancorp and various regulatory agencies. The parties anticipate closing the transaction in the fourth quarter of 1997. ### -----END PRIVACY-ENHANCED MESSAGE-----