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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
February 6, 1997
Date of Report (Date of earliest event reported):
FIRST COMMUNITY FINANCIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
Washington 0-24024 91-1277503
(State or Other (Commission (IRS Employer
Jurisdiction File Number) Identification Number)
of Incorporation)
721 College Avenue, P.O. Box 3800, Lacey, Washington 98509-3800
(Address of principal executive offices - zip code)
Registrant's telephone number, including area code: (360) 459-1100
Not applicable
(Former Name or Former Address, If Changed Since Last Report)
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ITEM 5 - OTHER EVENTS
Effective at 7:01 p.m. on February 6, 1997, First Community Financial
Group, Inc., Lacey, Washington ("FCFG") completed its pending acquisition of
Prairie Security Bank, Yelm, Washington ("PSB") with PSB merging with and into
FCFG's wholly-owned subsidiary, First Community Bank of Washington ("FCB"). The
Merger was accomplished pursuant to an Amended and Restated Plan and Agreement
of Reorganization and Merger by and between FCFG, FCB and PSB, effective as of
September 11, 1996, as amended on October 18, 1996 ("Amended and Restated Merger
Agreement"). A copy of the Amended and Restated Merger Agreement is was filed as
Exhibit 2.1 to FCFG's Pre-Effective Amendment No. 1 to Registration Statement on
Form S-4, filed with the Securities and Exchange Commission on November 26, 1996
under Commission File Number 333-15321.
Under the terms of the Amended and Restated Merger Agreement, consummation
of the Merger was subject to obtaining the approval of the Washington Department
of Financial Institutions, the Federal Deposit Insurance Corporation, and
shareholders of PSB and the sole shareholder of FCB. PSB's shareholders approved
the Merger at their special meeting held on January 8, 1997. FCB's sole
shareholder, FCFG, approved the Merger by written consent dated January 8, 1997.
The Washington Department of Financial Institutions approved the Merger on
January 3, 1997. The Federal Deposit Insurance Corporation approved the Merger
on January 21, 1997.
Pursuant to the terms of the Amended and Restated Merger Agreement, each
outstanding share of PSB common stock was converted into either shares of FCFG
common stock and/or cash pursuant to an exchange formula.
ITEM 7 - FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements. The requisite historical financial information
will be filed as soon as available, but no later than 60 days after
this Report was required to be filed.
(b) Pro forma financial information. The requisite pro forma financial
information will be filed as soon as available, but no later than 60
days after this Report was required to be filed.
(c) Exhibits:
(2)* Amended and Restated Plan and Agreement of
Reorganization and Merger dated September 11, 1996, and
as amended by Amendment No. 1, dated October 18, 1996,
incorporated by reference from Exhibit 2.1 of
Registrant's Pre-Effective Amendment No. 1 to
Registration Statement on Form S-4, as filed on November
26, 1996 under Commission File Number 333-15321.
(99) Press Release issued by First Community Bank of
Washington, dated February 7, 1997.
* Previously filed material.
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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: February 13, 1997
FIRST COMMUNITY FINANCIAL GROUP, INC.
By: /s/ Ken F. Parsons
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Ken F. Parsons
Chief Executive Officer and President
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EXHIBIT (99)
FIRST COMMUNITY BANK
For Immediate Release NEWS RELEASE
Contact: Joseph Beaulieu, Vice February 7, 1997
President, Marketing
(360) 456-0076 ext.119 fax:
(360) 459-0137
First Community Bank (Lacey, Wash.) completed
its merger today with Prairie Security Bank
The merger has created the 14th largest commercial bank in the State of
Washington, with combined assets of $225 million. A total of 11 branches will
operate throughout Grays Harbor, Lewis, Thurston and Pierce counties.
Most significant was the planning done prior to the merger, where
management of both institutions worked to create a situation that would benefit
customers and staff.
Rather than orchestrate job layoffs, the two banks merged branches and
departments with the clear intent of absorbing all employees, though there has
been a reduction in job positions due to attrition.
Hiring by the individual banks was kept to a minimum in the months prior
to the merger. "We have related a short-term understanding of some personnel,"
said Ken F. Parsons, Chief Executive Officer of First Community Financial Group
(FCFG), "but we knew these positions would fill after the merger. In effect, we
were watching out for our staff in the future."
Michael D. Edwards, President of Prairie Security Bank, called the merger
"a merging of strengths" between the two banks. "This is not about being a
gigantic bank. This is about being a better bank," Edwards said.
Staff members of both banks have already resolved information and logistic
concerns. Officers and staff have been shuttling between the two banks' offices
for more than four months, to help manage the impact of the merger.
"This has been an incredibly smooth merger," Parsons said. "These are
two local banks that care about customers, personnel, and their communities."
END
