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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 13, 1996
COLUMBIA BANCORP
(Exact name of registrant as specified in its charter)
0-27938 93-1193156
Oregon (Commission (I.R.S. Employer
(State of Incorporation) File Number) Identification Number)
316 East Third Street
The Dalles, Oregon 97058
(Address of principal executive offices)
(541) 298-6647
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
1. Acquisition of Klickitat Valley Bank. Effective June 13, 1996
Columbia Bancorp, acquired 100% of the issued and outstanding stock of Klickitat
Valley Bank ("KVB"), a banking corporation organized under the laws of the State
of Washington. The acquisition was accomplished through a Plan of Merger of May
13, 1996, under which KVB merged with and into Interim Bank, Inc., a
wholly-owned subsidiary of Columbia Bancorp. The shareholders of KVB approved
the acquisition at a special meeting held on June 11, 1996.
Former shareholders of KVB, except those exercising dissenters' rights
and holders of fractional shares, shall receive 8.5 shares of Columbia Bancorp
common stock for each share of KVB stock held by the shareholders as of the June
13 effective date. Dissenters and holders of fractional shares shall be paid in
cash. Columbia Bancorp shall issue the shares to former KVB shareholders on or
about July 19, 1996. KVB is now the second wholly-owned subsidiary of Columbia
Bancorp.
On or after June 13, 1996 two members of the Columbia Bancorp Board of
Directors shall join the Board of Directors of KVB, and two members of the KVB
Board shall join the Board of Directors of Columbia Bancorp.
2. Bank Branch in Bend, Oregon. Columbia River Banking Company
("CRBC"), a wholly-owned subsidiary of Columbia Bancorp, intends to open a new
bank branch in Bend, Oregon. The branch will be initially staffed by four
employees in a building to be acquired either by CRBC or by Columbia Bancorp.
The branch will offer customary depository and lending services. CRBC expects
that the new branch will be open by the latter half of July, 1996.
ITEM 5. OTHER EVENTS
1. Management Contracts.
Terry L Cochran, age 51, the president and Chief Executive Officer of
Columbia Bancorp and of its subsidiary CRBC, has entered into a new contract of
employment with CRBC, under which his former scheduled retirement date of April
30, 1997 has been extended indefinitely.
Wesley A. Kangas, age 53, the president and Chief Executive Officer of
KVB, has entered into an Employment Agreement with KVB allowing Mr. Kangas to
take early retirement on a date between January 1, 1997 and July 31, 1998. Under
a separate Deferred Compensation Agreement, Mr. Kangas shall receive a
post-retirement deferred compensation payment of $180,000, and certain
post-retirement benefits until Mr. Kangas reaches the age of 60. Mr. Kangas is
also to receive severance payments from KVB in the event he is terminated
without cause by KVB prior to retirement. The severance payments would be equal
to $95,000 per year for the first two years after termination plus $60,000 per
year until Mr. Kangas reaches age 60. The Employment Agreement and the Deferred
Compensation Agreement replace the Wesley A. Kangas Change of Control Protection
Agreement of September 26, 1995 between Mr. Kangas and KVB.
ITEM 7. EXHIBITS
Financial statements for the acquisition of KVB described under Item 2
above, including a manually signed accountants' report, and pro forma financial
information, are included in the Form S-4/3rd Amended filed by Columbia Bancorp
with the SEC on May 24, 1996. Columbia Bancorp's Form S-4/3rd Amended is hereby
incorporated herein by this reference.
(a) Exhibits.
99(a) Press Release dated June 14, 1996 issued by Columbia
Bancorp to announce the closing of the transaction.
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SIGNATURES
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 thereunto duly authorized.
COLUMBIA BANCORP
Dated: June 24, 1996
/s/
-----------------------------------------------
Terry L. Cochran, President and Chief Executive
Officer, Director (Columbia Bancorp and Columbia
River Banking Company)
Dated: June 24, 1996
/s/
-----------------------------------------------
Richard J. Croghan, Chief Financial Officer and
Principal Accounting Officer, Columbia River
Banking Company; Acting Principal Financial
Officer and Acting Principal Accounting Officer,
Columbia Bancorp
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EXHIBIT
June 14, 1996
FOR IMMEDIATE RELEASE
Contact: Terry L. Cochran, President and CEO
Columbia Bancorp
541-298-6611
KLICKITAT VALLEY BANK SHAREHOLDERS APPROVE ACQUISITION BY COLUMBIA BANCORP
The shareholders of Klickitat Valley Bank, at a special meeting held on
Tuesday, June 11, approved the acquisition of Klickitat Valley Bank by Columbia
Bancorp, an Oregon bank holding company. Columbia Bancorp is currently the
holding company of Columbia River Banking Company, an Oregon banking
corporation. The acquisition, which became formally effective on June 13, makes
Klickitat Valley Bank the second wholly-owned subsidiary of Columbia Bancorp.
Both Terry Cochran, the President and CEO of Columbia Bancorp, and Wes
Kangas, the President and CEO of Klickitat Valley Bank, report that the
acquisition is a positive move for both companies and the communities and
customers they serve. According to Cochran, "Under Columbia Bancorp, Klickitat
Valley Bank will remain an independent organization and operate as such.
Customers of the bank will notice very little change. The name, locations,
hours, personnel, and services will remain the same." The same is true for
Columbia Bancorp's other entity, Columbia River Banking Company, which does
business as Columbia River Bank and Juniper Banking Company. Cochran went on to
note that, "As a result of the acquisition, both Klickitat Valley Bank and
Columbia River Banking Company will realize the advantage of greater strength,
resources, and capabilities with which to serve their customers. The acquisition
will reinforce and strengthen each bank's position in the marketplace."
Klickitat Valley Bank is headquartered in Goldendale, Washington and
has an office in White Salmon, Washington. As of March 31, 1996, the bank
reported assets of $74.9 million.
Columbia Bancorp is headquartered in The Dalles, Oregon and as of March
31, 1996, as the holding company for Columbia River Banking Company, reported
assets of $106.8 million. Columbia River Bank has offices in Hood River, Maupin,
and two offices in The Dalles. Juniper Banking Company has offices in Madras and
Redmond.
