<PAGE> 1
UNITED STATES
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 1, 1998
COWLITZ BANCORPORATION
(Exact name of Registrant as Specified in Its Charter)
<TABLE>
<S> <C> <C>
WASHINGTON 0-23881 91-152984
(State of Incorporation) (Commission File Number) (I.R.S. Employer Identification No.)
</TABLE>
927 COMMERCE AVENUE,
LONGVIEW, WASHINGTON 98632
(Address of Principal Executive Offices) (Zip Code)
(360) 423-9800
(Registrant's Telephone Number, Including Area Code)
<PAGE> 2
ITEM 5. OTHER EVENTS.
On June 1, 1998, Cowlitz Bancorporation ("Cowlitz"), the holding
company for Cowlitz Bank of Longview, Washington and United Bancorp ("United"),
the holding company for Douglas National Bank of Roseburg, Oregon, announced
that they reached an agreement in principle for the merger of United into
Cowlitz.
In connection with the merger, Cowlitz is expected to issue 1.464
shares of common stock in the proposed transaction for each of the 1,964,705
fully diluted shares of United common stock. The agreement in principle between
the two parties is subject to various contingencies, including the completion
of due diligence, the negotiation and execution of a definitive agreement,
regulatory approval and the approval of the shareholders of both companies.
The press release issued in connection with this announcement is
filed as an exhibit to this report.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibit:
See Exhibit Index following the signature page of this report, which
is incorporated herein by reference.
2
<PAGE> 3
SIGNATURE
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: June 5, 1998
COWLITZ BANCORPORATION
By: /s/ CHARLES W. JARRETT
-----------------------------------------
Name: Charles W. Jarrett
Its: President and Chief Operating Officer
<PAGE> 4
COWLITZ BANCORPORATION
(Commission File No. 0-23881)
EXHIBIT INDEX
to
FORM 8-K CURRENT REPORT
Date of Report: June 1, 1998
<TABLE>
<CAPTION>
INCORPORATED HEREIN FILED
EXHIBIT DESCRIPTION BY REFERENCE TO HEREWITH
- ------- ----------- ------------------- --------
<S> <C> <C> <C>
Exhibit 99 Press Release dated June 1, 1998 X
</TABLE>
EI-1
<PAGE> 1
[COWLITZ BANCORPORATION LETTERHEAD]
COWLITZ BANCORPORATION AND UNITED BANCORP ANNOUNCE MERGER
LONGVIEW, WASHINGTON/ROSEBURG, OREGON, JUNE 1, 1998. Cowlitz Bancorporation
(NASDAQ: CWLZ), the holding company for Cowlitz Bank of Longview, Washington
and United Bancorp, the holding company for Douglas National Bank of Roseburg,
Oregon, today announced that they have reached an agreement in principle for
the merger of United Bancorp into Cowlitz Bancorporation.
Cowlitz will issue 1.464 shares of common stock in the proposed transaction for
each of the 1,964,705 fully diluted shares of United common stock. The
transaction is valued at approximately $37 million or 2.51 times United's book
value at March 31, 1998. The agreement in principle between the two parties is
subject to completion of due diligence and the negotiation and execution of a
definitive agreement.
The transaction is expected to be accounted for as a pooling of interests and
tax-free reorganization. It is anticipated that Cowlitz Bank and Douglas
National Bank will continue to operate as separate institutions under their
existing names following the merger. The transaction will be subject to
regulatory approval and approval of the shareholders of both companies.
Benjamin Namatinia, Chairman and Chief Executive Officer of Cowlitz
Bancorporation, stated: "An opportunity for two strong community banks to come
together does not arise very often. Our mutual goal is to create a strong
financial services holding company that can serve both Oregon and Washington
communities. We believe that this transaction will allow our two banks to
expand and offer additional services to customers in both states, while
maintaining their individual community identities and local ties."
M. Neil Zick, Executive Vice President of United Bancorp and President and
Chief Executive Officer of Douglas National Bank added: "This merger offers a
unique opportunity for United to ally itself with a company that shares our
historic commitment to local service, while offering opportunities for growth
in surrounding areas of Oregon. The combined holding company, with total assets
over $300 million, will pool the resources and experience of the two companies'
employees to become a significant presence in the Pacific Northwest."
Charles W. Jarrett, President and Chief Operating Officer of Cowlitz
Bancorporation, summed up the transaction by stating: "The resulting 12
branches of our two banks continue to emphasize a level of excellent personal
service that can only be provided by community banks. This transaction is what
community banking is all about - serving customers, helping the community,
fostering employee excellence and rewarding shareholders."
Cowlitz Bancorporation had assets of $192 million and deposits of $140 million
at March 31, 1998. It has the largest market share of deposits among commercial
banks in Cowlitz County, Washington, and is the only community bank
headquartered in the county. Cowlitz has averaged a 25.16% return on equity and
a 1.55% return on assets over the past five years.
United Bancorp had assets of $115 million and deposits of $75 million at March
31, 1998. United Bancorp's subsidiary bank was founded in 1959 in Roseburg and
operates 7 branch offices in Douglas County, Oregon.
