SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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):
January 31, 2000
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CENTENNIAL BANCORP
(Exact name of registrant as specified in its charter)
Oregon
(State or other jurisdiction of incorporation)
0-10489
(Commission File No.)
93-0792841
(IRS Employer Identification No.)
Benjamin Franklin Plaza
One S.W. Columbia Street, Suite 900
Portland, Oregon 97258
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(503) 973-5556
<PAGE>
Item 5. Other Events.
Centennial Bancorp (the "Company") (NASDAQ: CEBC) announced that its Board
of Directors has adopted a stock repurchase program authorizing the Company to
repurchase up to 5% of its outstanding shares over the next two years.
For further information with respect to the stock repurchase program,
please see Exhibit 99.1 filed herewith.
Item 7. Financial Statements and Exhibits
(c) Exhibits
99.1 Press Release dated January 31, 2000 announcing Centennial
Bancorp's stock repurchase program.
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 hereunto duly authorized.
Centennial Bancorp
Date: February 3, 2000. By: /s/ Michael J. Nysingh
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Michael J. Nysingh
Chief Financial Officer
EXHIBIT 99.1
CENTENNIAL BANCORP [LOGO]
January 31, 2000
NEWS RELEASE CENTENNIAL BANCORP
NASDAQ: CEBC
FOR IMMEDIATE RELEASE
CONTACT: Richard C. Williams, President & Chief Executive Officer, Centennial
Bancorp (541) 342-3970
Ted R. Winnowski, President & Chief Executive Officer, Centennial Bank
(503) 973-5556
CENTENNIAL BANCORP ANNOUNCES STOCK REPURCHASE PROGRAM
- -----------------------------------------------------
(Portland, OR) Centennial Bancorp (the Company) (NASDAQ: CEBC) announced that
its Board of Directors has adopted a stock repurchase program authorizing the
Company to repurchase up to 5% of its outstanding shares over the next two
years. The Company currently has 19,645,931 shares outstanding, after adjustment
for a recently announced 11-for-10 (10%) stock split, effective March 3, 2000 to
shareholders of record on February 11, 2000.
Under the repurchase program, the Company expects to purchase shares from time
to time in the open market, depending on market price and other considerations.
The shares will be held as authorized but unissued shares.
"The Board is of the opinion that the markets have undervalued the stock price
of small banks in general, and Centennial in particular. The repurchase program
gives us the chance to purchase a portion of our shares at a time when we
believe our best investment opportunity is an investment in Centennial stock,"
said Richard Williams, Centennial Bancorp's President and Chief Executive
Officer.
Centennial Bancorp is an Oregon chartered bank holding company, headquartered in
Portland, with Centennial Bank and Centennial Mortgage Co. as its wholly owned
subsidiaries. Centennial Bank operates eighteen banking offices: eleven in the
Portland Metropolitan area (including one in Vancouver, Washington), four in
Eugene, and one in each of Springfield, Cottage Grove and Salem, Oregon.
Centennial Mortgage Co. is engaged in mortgage banking and operates five
offices: two in Eugene, and one office in each of Lake Oswego, Clackamas and the
Tanasbourne area of Beaverton.
THIS PRESS RELEASE CONTAINS CERTAIN FORWARD-LOOKING STATEMENTS WITHIN THE
MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 (THE "ACT"),
WHICH CAN BE IDENTIFIED BY WORDS SUCH AS "MAY," "EXPECTS," "ANTICIPATE,"
"ESTIMATE," "CONTINUE" OR COMPARABLE WORDS. ALL STATEMENTS THAT ADDRESS
ACTIVITIES THAT THE COMPANY EXPECTS OR ANTICIPATES WILL OR MAY OCCUR IN THE
FUTURE ARE FORWARD-LOOKING STATEMENTS. THE COMPANY CAUTIONS INVESTORS AND
PROSPECTIVE INVESTORS THAT SIGNIFICANT FACTORS MAY AFFECT THE COMPANY'S ACTUAL
RESULTS AND CAUSE THEM TO DIFFER MATERIALLY FROM THE RESULTS ANTICIPATED IN ANY
SUCH FORWARD-LOOKING STATEMENTS. INVESTORS AND PROSPECTIVE INVESTORS SHOULD READ
THIS PRESS RELEASE IN CONJUNCTION WITH THE COMPANY'S MOST RECENT FORM 10-K AND
FORMS 10-Q.
