<PAGE>
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: May 1, 1998
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) 305-1900
Registrant's telephone number, including area code
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FORM 8-K
COLUMBIA BANKING SYSTEM, INC.
Tacoma, Washington
May 1, 1998
Item 5. Other Events
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On April 22, 1998, the Board of Directors of Columbia Banking System, Inc.,
Tacoma, Washington ("CBSI"), declared a three shares for two stock split
payable on May 20, 1998, to shareholders of record on May 6, 1998. This is the
first stock split declared by CBSI since its initial public offering in
June 1992.
A copy of CBSI's News Release containing the announcement of the stock split
is attached as an exhibit to this repport.
Also on April 22, 1998, CBSI's Board of Directors appointed J. James
Gallagher as Vice Chairman and a member of the Board. Mr. Gallagher will
be responsible for strategic planning, mergers and acquisitions, and legal
and regulatory compliance. He will join Executive Vice Presidents Melanie
Dressel and H.R. Russell as the executive managers of CBSI, reporting directly
to Chairman and Chief Executive Officer, W.W. Philip. Mr. Gallagher is
currently a principal in the law firm of Gordon, Thomas, Honeywell, Malanca,
Peterson & Daheim, PLLC, located in Tacoma, Washington. Mr. Gallagher has
practiced law in the Pacific Northwest for 30 years and has represented large
and small financial institutions throughout the Northwest, including CBSI and
the former Puget Sound Bancorp. Mr. Philip noted that Mr. Gallagher's
appointment clearly signifies CBSI's intent and strong desire to continue to
develop as an independent entity with a significant presence in the State of
Washington.
A copy of CBSI's News Release containing the announcement of Mr. Gallagher's
appointment is attached as an exhibit to this report.
CBSI's common stock trades on the Nasdaq National Market tier of The Nasdaq
Stock Market under the symbol "COLB".
-2-
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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 releases issued by Columbia Banking System, Inc.
dated April 22, 1998.
-3-
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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: May 1, 1998 By: /s/ W.W. Philip
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W.W. Philip, Chairman,
President and Chief Executive
Officer
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Exhibit (20)
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(Columbia Banking System
letterhead appears here)
FOR IMMEDIATE RELEASE
April 22, 1998
Contacts: W. W. Philip, Chairman and Chief Executive Officer, (253) 305-1993
Kristen Kopay, Corporate Communications, (253) 305-1965
COLUMBIA BANKING SYSTEM
ANNOUNCES 3 FOR 2 STOCK SPLIT
TACOMA, Washington---W. W. Philip, Chairman and Chief Executive Officer of
Columbia Banking System, Inc. (Nasdaq: COLB) has declared a three shares for
two stock split payable on May 20, 1998, to shareholders of record on
May 6, 1998. The announcement was made at today's Annual Meeting of
Shareholders. This marks the first stock split since the Company's initial
public offering in June 1992.
Philip noted that, "in order to conserve capital for Columbia's continued
growth and expansion, we have declared this three for two split in lieu of
a cash dividend."
Columbia Banking System is a Tacoma, Washington-based bank holding company
which operates Columbia Bank, a state-chartered full-service commercial bank
with 23 branch offices in Pierce, King and Cowlitz counties.
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1102 Broadway Plaza (98402) * P.O. Box 2156 * Tacoma, Washington 98401-2156
(253) 305-1900 * Fax (253) 272-2807
<page)
(Columbia Banking System
letterhead appears here)
FOR IMMEDIATE RELEASE
April 22, 1998
Contacts: Kristen Kopay, Corporate Communications, (253) 305-1965
COLUMBIA BANKING SYSTEM ANNOUNCES
APPOINTMENT OF VICE CHAIRMAN OF THE BOARD
TACOMA, Washington---W. W. Philip, Chairman and Chief Executive Officer of
Columbia Banking System, Inc. (Nasdaq: COLB) today announced that the Board
of Directors has appointed J. James Gallagher as Vice Chairman and a member
of the Board. Mr. Gallagher will be responsible for strategic planning,
mergers and acquisitions, and legal and regulatory compliance. He will join
Executive Vice Presidents Melanie Dressel and H. R. Russell as the executive
managers of the Company reporting directly to Mr. Philip. Mr. Gallagher will
assume his duties July 1, 1998.
Gallagher is currently a principal in the law firm of Gordon, Thomas,
Honeywell, Malanca, Peterson & Daheim, PLLC, and heads the financial
institution practice of that firm. He is 59 years of age and has practiced
law in the Pacific Northwest for 30 years with an emphasis on bank regulatory
matters, mergers and acquisitions, and securities compliance. His practice
has included representation of large and small financial institutions
throughout the Northwest, including the former Puget Sound Bancorp. Prior
to practicing law, he was with the Office of the United States Comptroller of
the Currency, the administrator of national banks in Washington, D.C.
Gallagher received his undergraduate degree from Georgetown University and
his law degree from Catholic University of America, both in Washington, D.C.
"Jim Gallagher has been closely associated with Columbia Banking System as
legal counsel, and we are very pleased that he will now join us as Vice
Chairman," said W. W. Philip. He further noted that, "Jim has a thorough
knowledge of banking, a long time association with the senior executives of
this Company and expertise that will help
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Columbia Bank continue its rapid growth and geographic expansion. We think
he is uniquely qualified to help us achieve these goals while continuing to
deliver strong customer service and sound asset quality. He will work closely
with Melanie Dressel and Hal Russell who will continue to lead the retail and
commercial functions of the Bank.
"Jim's appointment as a senior executive of the Company clearly signifies
our intent and strong desire to continue to develop Columbia Bank as an
independent entity that will have a significant presence in the state of
Washington."
Active in civic affairs for the Tacoma-Pierce County community, Gallagher
is currently a member of the Executive Committee of the Economic Development
Board of Tacoma-Pierce County and recently served as a member of the Board of
the Tacoma-Pierce County Chamber of Commerce. He also serves on the Board of
MultiCare Health System, the parent for Tacoma General, Mary Bridge Children's
and Allenmore hospitals.
Columbia Banking System is a Tacoma, Washington-based bank holding company
which operates Columbia Bank, a state-chartered full-service commercial bank
with 23 branch offices in Pierce, King and Cowlitz counties.
###
1102 Broadway Plaza (98402) * P.O. Box 2156 * Tacoma, Washington 98401-2156
(253) 305-1900 * Fax (253) 272-2807
