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FILED PURSUANT TO RULE 424(b)(3)
REGISTRATION NO. 333-91741
COWLITZ BANCORPORATION
NORTHERN BANK OF COMMERCE
SUPPLEMENT TO JOINT PROXY STATEMENT DATED JANUARY 11, 2000
As described in the Joint Proxy Statement, the merger agreement between
Cowlitz Bancorporation, Cowlitz Bank and Northern Bank of Commerce sets forth a
procedure for calculating the consideration to be paid to Northern Bank
shareholders upon closing of the proposed merger between Northern Bank and
Cowlitz Bank. The number of shares of Cowlitz Bancorp common stock Northern Bank
shareholders will receive in the merger is based on a formula that takes into
account Northern Bank's shareholders' equity as of the effective date of the
merger, and that uses a fixed value for Cowlitz Bancorp common stock of $6.563
per share in determining the exchange ratio. This formula is described in detail
on pages 27-28 of the Joint Proxy Statement.
As a part of Northern Bank's ongoing loan review process, its board of
directors has determined that it is appropriate to add an additional $400,000 to
its loan loss reserve as of December 31, 1999. In addition, the merger agreement
requires an independent review of Northern Bank's loan portfolio to be conducted
prior to closing of the merger. This review was completed on January 13, 2000.
Based on the results of this review, under the criteria set forth in the merger
agreement and described on pages 28-29 of the Joint Proxy Statement, the
reviewer recommended that Northern Bank increase its allowance for loan losses
by an additional $50,000. Following this review, Northern Bank increased its
allowance for loan losses by an additional $50,000 as of December 31, 1999.
These increases in loan loss reserve have the effect of reducing Northern
Bank's shareholder equity. At December 31, 1999, Northern Bank's shareholders'
equity (as adjusted for financial advisors' fees and estimated closing costs)
had decreased by $591,673 from the November 30, 1999 equity to $3,298,294.
Based on the formula set forth in the merger agreement, if the merger had
been concluded on December 31, 1999, the number of shares of Cowlitz Bancorp
common stock Northern Bank shareholders would have received for each Northern
Bank share would have been reduced to 0.516532 shares. Further, based on the
value of Cowlitz Bancorp's common stock as of January 26, 2000, the value of the
stock consideration Northern Bank shareholders would have received for each
Northern Bank share would have been reduced to $2.58. The actual exchange ratio
will be based on the shareholders' equity of Northern Bank immediately prior to
closing, so the actual exchange ratio to be used in the merger may be materially
different from the exchange ratio at December 31, 1999. The actual value of the
Cowlitz Bancorp shares Northern Bank shareholders receive in the merger will
depend on the price of Cowlitz Bancorp shares on the closing date. None of these
adjustments affect the $1.63 per share in cash to be deposited in the escrow
account by Cowlitz Bancorp, as described in detail in the proxy statement.
Northern Bank's management believes the increase in the loan loss reserve
provides additional protection against potential loan and lease losses, and thus
strengthens Northern Bank's loan portfolio. Following the review of the loan
portfolio, and taking into account the adjustments described above, the Boards
of Directors of both Cowlitz Bancorp and Northern Bank continue to unanimously
recommend that their respective shareholders vote "FOR" the merger. A blank
proxy card is included with this Supplement. If you have already signed and
mailed a proxy card, you may either do nothing, in which case the proxy you
previously submitted will remain in effect, or revoke that proxy by completing,
signing and mailing a new proxy card with a later date. See "Proxies and Voting
Instructions" at pages 24-25 in the Joint Proxy Statement.
THIS SUPPLEMENT IS DATED JANUARY 27, 2000.
