STERLING FINANCIAL CORP /WA/
8-K, 1999-06-03
SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED
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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) June 2, 1999
                                                      ---------------------


                         STERLING FINANCIAL CORPORATION
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)



         Washington                   0-20800                  91-1572822
     -------------------      ------------------------       --------------
       (State or Other        (Commission File Number)       (IRS Employer
       Jurisdiction of                                       Identification
       Incorporation)                                            Number)



                111 North Wall Street, Spokane, Washington 99201
             ------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)



     Registrant's Telephone Number, Including Area Code   (509) 458-3711
                                                          --------------

                                       N/A
          ------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)
     <PAGE>
     INFORMATION TO BE INCLUDED IN THE REPORT

     Item 5. Other Events
     --------------------

     On June 2, 1999, Sterling Financial Corporation issued a press release
     announcing the completion of the sale of $30.0 million of Floating
     Rate Notes due 2006.  A copy  of the press release dated June 2, 1999
     is attached hereto as Exhibit 99.1 and incorporated herein by
     reference.


     Item 7.  Financial Statement, Proforma Financial Information and
              Exhibits
     ----------------------------------------------------------------
     (c)  Exhibits

     Exhibit
     Number   Exhibit
     -------  -------------------------------------------------------------
     99.1     Press Release, dated June 2, 1999 for Sterling Financial
              Corporation.
     <PAGE>
     STERLING FINANCIAL CORPORATION

     FORM 8 - K



     S I G N A T U R E

     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.

                                   STERLING FINANCIAL CORPORATION
                                   (Registrant)

     June 2, 1999                  /s/ Daniel G. Byrne
     ------------------------      ----------------------------------------
     Date                          Daniel G. Byrne
                                   Sr. Vice President, Finance and
                                     Assistant Secretary


                                                               EXHIBIT 99.1
                                                               ------------

     For Release June 2, 1999   2 p.m. PDT  Contact:  Daniel G. Byrne
                                                      (509) 458-3711

     STERLING FINANCIAL CORPORATION
     COMPLETES DEBT OFFERING

     Spokane, Washington June 2, 1999--Sterling Financial Corporation
     (NASDAQ:STSA) today announced the completion of the sale of $30.0
     million of Floating Rate Notes Due 2006 (the "Notes") through a
     private offering within the United States to qualified institutional
     buyers and institutional accredited investors.

     The interest rate on the Notes, initially 7.5425%, will be reset
     quarterly at a rate equal to the three-month LIBOR plus 250 basis
     points.  Interest on the Notes will be payable quarterly in arrears.
     The Notes have a seven-year term and will be non-callable for three
     years. The offering closed on May 28, 1999.

     Net proceeds from the offering currently are estimated to be
     approximately $28.9 million after deducting expenses payable by
     Sterling in connection with the offering.  Sterling intends to use the
     net proceeds from the sale of the Notes (i) to prepay Sterling's 8.75%
     Subordinated Notes Due 2000 at a price equal to the principal amount
     thereof, plus accrued and unpaid interest thereon to the date of
     prepayment, which is estimated to aggregate $17.5 million, (ii) to
     contribute $5.0 million to Sterling's principal subsidiary, Sterling
     Savings Bank, to further improve Sterling Savings' regulatory capital
     ratios, (iii) to repay an existing line of credit of approximately
     $5.0 million, and (iv) for general corporate purposes.  The proceeds
     of the Offering contributed to Sterling Savings Bank will be used to
     support the growth of its business.

     The Notes are not registered under the Securities Act of 1933 or any
     state securities laws and, unless so registered, may not be offered or
     sold except pursuant to an exemption from, or in a transaction not
     subject to, the registration requirements of the Securities Act and
     applicable state securities laws.  This press release does not
     constitute an offer to sell or the solicitation of an offer to buy any
     security and shall not constitute an offer, solicitation or sale in
     any jurisdiction in which such offering would be unlawful.

     Sterling Financial Corporation of Spokane, Washington, is a savings
     and loan holding company which owns Sterling Savings Bank.  Sterling
     Savings Bank is a Washington State-chartered, federally insured stock
     savings association which opened in April 1983.  Sterling Savings
     Bank, based in Spokane, Washington, has branches throughout
     Washington, Idaho, Oregon and western Montana.  Through Sterling's
     <PAGE>
     wholly owned subsidiaries Action Mortgage Company and INTERVEST-
     Mortgage Investment Company, it operates loan production offices in
     Washington, Oregon, Idaho and western Montana.  Sterling's subsidiary
     Harbor Financial Services provides non-bank investments, including
     mutual funds, variable annuities, and tax-deferred annuities, through
     regional representatives throughout Sterling Savings' branch network.

     Any trend or forward-looking information included in this press
     release is subject to numerous possible risks and uncertainties.
     These include, but are not limited to:  the possibility of adverse
     economic developments which may, among other things, increase default
     and delinquency risks in Sterling's loan portfolios; shifts in
     interest rates which may result in lower interest rate margins;
     changes in accounting policies; changes in the monetary and fiscal
     policies of the federal government; changes in the regulatory and
     competitive environment, and other risks.  Sterling's future results
     may differ materially from historical results as well as from any
     trend or forward-looking information included in this release.

                                      -30-



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