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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):
August 31, 1996
CENTRAL BANCORPORATION
(Exact name of registrant as specified in its charter)
WASHINGTON
(State or other jurisdiction of incorporation)
0-16356 91-1203145
(Commission File Number) IRS Employer Identification No.
301 North Chelan
Wenatchee, Washington 98801
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (206) 663-0733
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
Effective August 31, 1996 Central Bancorporation ("Bancorporation"),
Wenatchee, Washington completed its pending merger with InterWest Bancorp, Inc.
("InterWest"), Oak Harbor, Washington, with InterWest as the surviving
corporation. The Merger was accomplished pursuant to an Agreement and Plan of
Merger ("Merger Agreement") dated as of January 10, 1996. The Merger Agreement
was included as an exhibit to the Form 8-K dated January 10, 1996, previously
filed by Bancorporation with the Securities and Exchange Commission.
Consummation of the acquisition was subject to several conditions,
including receipt of applicable regulatory approval and approval by
Bancorporation's and InterWest's shareholders. Bancorporation and InterWest
applied for and received the necessary approvals referenced above, and the
Shareholders of Bancorporation and InterWest approved the Merger Agreement at
their respective meetings held on June 7, 1996.
Pursuant to the terms of the Merger Agreement, each outstanding share
of Bancorporation Common Stock was converted into 1.41 shares of InterWest
Common Stock. The aggregate value of the consideration was approximately $37
million.
ITEM 7 - FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements - not applicable.
(b) Pro forma financial information - not applicable.
(c) Exhibits:
(99.1) Press Release dated September 3, 1996 issued by
InterWest to announce the closing of the Merger.
(99.2) Form 15 dated September 1, 1996, as transmitted for
filing by Bancorporation to deregister
Bancorporation's Common Stock pursuant to Rule
12g-4(a)(1)(i)
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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 hereunto duly authorized.
Dated: September 1, 1996
CENTRAL BANCORPORATION
By /s/ Joseph E. Riordan
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Joseph E. Riordan, Treasurer
and Assistant Secretary
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INTERWEST BANCORP, INC.
FOR RELEASE TUESDAY, SEPTEMBER 3, 1996
For more information contact:
Carla Tucker, Vice President/Controller - (360) 679-4181
Gina Dyer, Corporate Relations - (360) 679-4181
INTERWEST BANCORP INC. COMPLETES ACQUISITION
OF CENTRAL BANCORPORATION
OAK HARBOR, WA - SEPTEMBER 3, 1996 - InterWest Bancorp, Inc. (Nasdaq: IWBK)
announced today it completed its merger with Central Bancorporation of
Wenatchee, Washington effective August 31, 1996. This further diversifies
InterWest's operations into commercial banking activities and enhances the
long-term value of the company. Central operated ten full service branch offices
in Central and North Central Washington and had $203.3 million in assets, $180.0
million in deposits and $16.5 million in stockholders' equity at June 30, 1996.
Under the terms of the merger, each share of Central Bancorporation
common stock has been converted into 1.41 shares of InterWest Bancorp, Inc.,
common stock. Approximately 1,431,600 shares are being issued in this
transaction. Instructions for exchanging stock certificates will be mailed to
former Central Bancorporation shareholders in early September.
Now that the merger is complete, InterWest will operate the ten Central
bank offices under the name of InterWest Bank. "We are pleased that the merger
has been finalized and are quickly implementing strategies for business banking
company wide," said Stephen M. Walden, president and chief executive officers of
InterWest. "Central Bancorporation has a proven record of success in this area
which will help us to effectively enter the business banking arena," Walden
added.
"Customers of both banks now have more branch office locations and
financial products and services to choose from," said Gary Bolyard, president
and chief executive officer of Central Bancorporation, who will become Vice
Chairman/Commercial Banking of InterWest. "Our shareholders will benefit from
the active trading of InterWest's stock and the potential for further in-market
acquisitions of other community banks located in non-metropolitan cities."
With assets of approximately $1.6 billion, InterWest Bancorp, Inc., is
the third largest Washington-based bank holding company in Washington State.
InterWest offers a full range of non-traditional financial products through
InterWest Financial Services, Inc., insurance products through InterWest
Insurance Agency, Inc., and brokered loan products through Cornerstone Northwest
Mortgage. InterWest Bank now operates 37 branch offices throughout Central and
Western Washington.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 15
CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION
UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR
SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934.
Commission File Number 0-16356
CENTRAL BANCORPORATION
(Exact name of registrant as specified in its charter)
301 NORTH CHELAN, WENATCHEE, WASHINGTON 98801
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
COMMON STOCK, $1.67 PAR VALUE
(Title of each class of securities covered by this Form)
NONE
(Titles of all other classes of securities for which a duty to file reports
under section 13(a) or 15(d) remains)
Please place an X in the box(es) to designate, the appropriate rule
provision(s) relied upon to terminate or suspend the duty to file reports:
Rule 12g-4(a)(1)(i) x Rule 12h-3(b)(1)(i) / /
Rule 12g-4(a)(1)(ii) / / Rule 12h-3(b)(1)(ii) / /
Rule 12g-4(a)(2)(i) / / Rule 12h-3(b)(2)(i) / /
Rule 12g-4(a)(2)(ii) / / Rule 12h-3(b)(2)(ii) / /
Rule 15d-6 / /
Approximate number of holders of record as of the certification or
notice date: 1
Pursuant to the requirements of the Securities Exchange Act of 1934
Central Bancorporation has caused this certification/notice to be signed on its
behalf by the undersigned duly authorized person.
Date: September 1, 1996 By /s/ Joseph E. Riordan
-------------------------- ----------------------------------
Joseph E. Riordan,
Treasurer & Assistant Secretary
Instruction: This form is required by Rules 12g-4, 12h-3 and 15d-6 of the
General Rules and Regulations under the Securities Exchange Act of 1934. The
registrant shall file with the Commission three copies of Form 15, one of which
shall be manually signed. It may be signed by an officer of the registrant, by
counsel or by any other duly authorized person. The name and title of the person
signing the form shall be typed or printed under the signature.
