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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) November 30, 1998
COLUMBIA BANCORP
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
0-27938 93-1193156
Oregon (Commission (I.R.S. Employer
(State of Incorporation) File Number) Identification Number)
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420 East Third Street, Suite 200
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
Acquisition of Valley Community Bancorp. Effective November 30, 1998
Columbia Bancorp, The Dalles, Oregon, completed its acquisition of Valley
Community Bancorp, McMinnville, Oregon. The acquisition was accomplished through
an Agreement and Plan of Share Exchange dated as of August 3, 1998 (the
"Agreement").
ITEM 7. EXHIBITS
Columbia Bancorp's most recent Form 10-Q, which was filed with the
Commission on November 16, 1998, included as exhibits the Agreement referenced
in Item 2 above (Exhibit 2), and pro forma and other financial information
concerning the acquisition (Exhibit 99). These exhibits are hereby incorporated
herein by this reference. The exhibit described below is attached to this Form
8-K.
(a) Exhibits.
99(a) Press Release dated December 1, 1998, issued by
Columbia Bancorp to announce the closing of the
transaction
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: December 2, 1998 /s/ Terry L. Cochran
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Terry L. Cochran, President and Chief
Executive Officer, Director (Columbia
Bancorp and Columbia River Bank)
Dated: December 2, 1998 /s/ Neal T. McLaughlin
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Neal T. McLaughlin, EVP, Chief Financial
Officer - Columbia River Bank; and Chief
Financial Officer - Columbia Bancorp
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EXHIBIT 99.A
COLUMBIA BANCORP 420 E THIRD ST., SUITE 200
THE DALLES, OR 97058
CONTACT: CONTACT:
BRUCE BRYANT TERRY COCHRAN
PRESIDENT AND CEO VALLEY PRESIDENT AND CEO, COLUMBIA BANCORP
COMMUNITY BANK 541-298-6611
503-472-0534
December 1, 1998
FOR IMMEDIATE RELEASE
The Dalles, Oregon, -- Columbia Bancorp (Nasdaq: CBBO), an Oregon-based
bank holding company, announced today the completion of its acquisition of
Valley Community Bancorp. The acquisition brings Columbia Bancorp's total assets
to approximately $316 million, based on reported financial information as of
September 30, 1998.
Valley Community Bancorp shareholders received $16.30 cash for each share
of Valley Community Bancorp common stock in a transaction with a total value of
$15.1 million.
Valley Community Bancorp's banking subsidiary, Valley Community Bank, is
based in McMinnville, Oregon. Bruce Bryant, Valley Community Bank's President
since 1987, will continue in that role, and the Bank remains in operation as a
separate subsidiary under the Valley Community Bank name. "We are pleased with
the combination of the two companies, and we look forward to offering additional
services to our Valley Community Bank customers as a result of the acquisition,"
said Bryant. "Columbia Bancorp has a strong commitment to providing personalized
community banking services, which is consistent with Valley Community Bank's
face-to-face approach to banking."
Columbia Bancorp is the holding company for Columbia River Bank, which
operates nine branches located in The Dalles, Hood River, Bend, Madras, Redmond
and Hermiston, Oregon, and in Goldendale and White Salmon, Washington. Columbia
River Bank is proceeding with plans to open a new bank branch in Pendleton,
Oregon, which is the largest town in eastern Oregon. The Bank is also on
schedule to open its second Columbia River Bank branch in Bend, Oregon by
mid-1999.
In addition to its community banking services, Columbia River Bank also
provides mortgage lending services through its Columbia River Bank Mortgage
Group, and brokerage services through its affiliation with PrimeVest Financial
Services, Inc.
"At Columbia we are pleased with the acquisition and the opportunity to
expand into the Willamette Valley," states Terry Cochran, President and CEO of
Columbia Bancorp. "Our mission remains unchanged: to provide increasing
shareholder value by offering superior financial services in the communities we
serve."
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