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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: July 7, 1997
Columbia Banking System, Inc.
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(Exact name of registrant as specified in its charter)
Washington
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(State or other jurisdiction of incorporation)
0-20288 91-1422237
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(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
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FORM 8-K
COLUMBIA BANKING SYSTEM, INC.
Tacoma, Washington
July 7, 1997
Item 5. Other Events
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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
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(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.
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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
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W.W. Philip, President and
Chief Operating Officer
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Exhibit (20)
( Columbia Banking System
letterhead appears hear)
FOR IMMEDIATE RELEASE
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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.
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