<PAGE>
[LOGO]
NOTICE OF THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 13, 2000
To the Shareholders of Cowlitz Bancorporation:
NOTICE IS HEREBY GIVEN that the Annual Meeting of the shareholders
of Cowlitz Bancorporation will be held at the Red Lion Hotel, 510 Kelso
Drive, Kelso, Washington, on Saturday, May 13, 2000 at 10:00 a.m. local time
for the purpose of considering and voting upon the following matters:
1. Election of Directors. To elect five directors to serve until
the 2001 Annual Meeting of shareholders; and
2. Such other business as may properly be brought before the
Annual Meeting or any adjournment thereof.
Only those shareholders of record at the close of business on March
24, 2000 will be entitled to notice of and to vote at the Annual Meeting or
any adjournment thereof.
Please complete and sign the enclosed form of proxy, which is
solicited by the Board of Directors, and mail it promptly. The proxy will not
be used if you attend and vote in person.
All shareholders are urged to attend the Annual Meeting either in
person or by proxy.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Donna P. Gardner
------------------------------------
Donna P. Gardner
Vice President & Secretary/Treasurer
Longview, Washington
April 13, 2000
<PAGE>
[LOGO]
Cowlitz Financial Center
927 Commerce Avenue
Longview, WA 98632
(360) 423-9800
PROXY STATEMENT
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ANNUAL MEETING OF SHAREHOLDERS
MAY 13, 2000
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This Proxy Statement and the accompanying Proxy are being sent to
shareholders on or about April 13, 2000, for use in connection with the
Annual Meeting of Shareholders (the "Meeting") of Cowlitz Bancorporation (the
"Company") to be held on Saturday, May 13, 2000 at the Red Lion Hotel, 510
Kelso Drive, Kelso, Washington, at 10:00 a.m. local time.
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VOTING AND PROXY PROCEDURE
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SHAREHOLDERS ENTITLED TO VOTE. Shareholders of record as of the
close of business on March 24, 2000 are entitled to vote at the Annual
Meeting. Each share of common stock ("Common Stock") is entitled to one vote
on each matter properly presented at the Annual Meeting. As of March 24,
2000, the Company had 3,975,450 shares of Common Stock issued and outstanding.
QUORUM. The presence, in person or by proxy, of at least a majority
of the total number of outstanding shares of Common Stock entitled to vote is
necessary to constitute a quorum at the Annual Meeting. Abstentions and
broker non-votes will be counted as shares present at the Annual Meeting for
purposes of determining the existence of a quorum.
VOTING. The Board of Directors solicits proxies so that each
shareholder has the opportunity to vote on the proposals to be considered at
the Annual Meeting. When a proxy card is returned properly signed and dated,
the shares represented thereby will be voted in accordance with the
instructions on the proxy card. Where no instructions are indicated, proxies
will be voted in accordance with the recommendations of the Board of
Directors. If a shareholder of record attends the Annual Meeting, he or she
may vote by ballot.
The affirmative vote of a plurality of the votes cast at the Annual
Meeting is required for the election of directors. Shareholders are not
permitted to cumulate their votes for the election of directors. Votes may be
cast for or withheld from each nominee. Votes that are withheld and broker
non-votes will have no effect on the outcome of the election because the
nominees receiving the greatest number of votes will be elected.
REVOCATION OF A PROXY. Shareholders who execute proxies retain the
right to revoke them at any time before they are voted. Proxies may be
revoked by written notice delivered in person or mailed to the Secretary of
the Company or by filing a later dated proxy prior to a vote being taken on a
particular proposal at the Annual Meeting. Attendance at the Annual Meeting
will not automatically revoke a proxy, but a shareholder of record in
attendance may request a ballot and vote in person, thereby revoking a prior
granted proxy.
1
<PAGE>
In addition to mailing this material to shareholders, the Company
has asked banks and brokers to forward copies to persons for whom they hold
shares of Common Stock and request authority to execute the proxies. The
Company will reimburse the banks and brokers for their reasonable
out-of-pocket expenses in doing so. Officers and regular employees of the
Company may, without being additionally compensated, solicit proxies by mail,
telephone, telegram, facsimile or personal contact.
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SECURITY OWNERSHIP
OF
DIRECTORS AND EXECUTIVE OFFICERS
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The following table sets forth information regarding the beneficial
ownership of the Common Stock of the Company with respect to each person
known to the Company to own more than 5% of the outstanding Common Stock,
nominated directors, and the named executive officers ("Named Executive
Officers") of the Company as identified herein and by all nominated directors
and executive officers as a group as of February 29, 2000. Each beneficial
owner has the sole power to vote and to dispose of all shares of Common Stock
owned by such beneficial owner.
<TABLE>
<CAPTION>
Name of Beneficial Owner Shares Percentage
- ------------------------ ------ ----------
<S> <C> <C>
NOMINATED DIRECTORS AND NAMED EXECUTIVE OFFICERS
Benjamin Namatinia (1)....................... 785,032 18.95
Mark F. Andrews, Jr. (2)..................... 40,065 *
Bruce P. Buchberger.......................... 12,000 *
Larry M. Larson (2).......................... 253,214 6.29
E. Chris Searing (2)......................... 22,267 *
Donna P. Gardner (3)......................... 50,217 1.25
Don P. Kiser (3)............................. 4,780 *
--------- ------
All nominated directors and executive officers
as a group (6 persons) 1,167,575 28.09
DIRECTOR(S) NOT STANDING FOR RE-ELECTION
Charles W. Jarrett (1) 330,323 7.97
5% BENEFICIAL OWNER
Everest Partners, L.P. (4) 225,650 5.60
Job's Peak Ranch
P. O. Box 3178
Gardnerville, Nevada 89410
</TABLE>
*Less than 1%
(1) Includes presently exercisable options to purchase 115,500 shares
of Common Stock.
(2) Includes presently exercisable options to purchase 3,000 shares of
Common Stock.
(3) Includes presently exercisable options to purchase 2,800 shares of
Common Stock.
(4) Information as to the number of shares owned is based solely on the
Schedule 13G filed on February 14, 2000 by Everest Partners, L.P.,
Everest Partners, Inc., and Everest Manager, L.L.C. in which the
filing persons disclosed that they had shared voting and disposing
power over 225,650 shares of the Company's Common Stock. Everest
Partners, Inc. is the general partner of, and Everest Manager,
L.L.C., is the manager of, Everest Partners, L.P. David M. W.
Harvey is the sole principal of Everest Partners, Inc. and Everest
Managers, L.L.C. Everest Managers, L.L.C. and David M.W. Harvey
expressly disclaim beneficial ownership of these shares.
2
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ELECTION OF DIRECTORS
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Five directors will be elected at the Annual Meeting to serve until
the next Annual Meeting of the shareholders or until the director's successor
is elected and qualified.
Unless authority to vote is withheld on a proxy, proxies in the form
enclosed will be voted FOR the director nominees identified below. Each of
the nominees has indicated that he is willing and able to serve as a
director. If any nominee is not available for election (a contingency which
the Company does not now foresee), it is the intention of the Board of
Directors to recommend the election of a substitute nominee, and proxies in
the form enclosed will be voted FOR the election of such substitute nominee
unless authority to vote such proxies in the election of directors has been
withheld.
In accordance with the above, the Board of Directors has nominated:
Mark F. Andrews, Jr.
Bruce P. Buchberger
E. Chris Searing
Larry M. Larson
Benjamin Namatinia
The Board of Directors recommends a vote FOR each of the
nominees.
The following table sets forth certain information regarding the
nominees for election at the Annual Meeting.
<TABLE>
<CAPTION>
Name Age Position
---- --- --------
<S> <C> <C>
Mark F. Andrews, Jr.* 67 Director, Cowlitz Bancorporation; Chairman, Cowlitz Bank
Bruce P. Buchberger 47 New Nominee
Larry M. Larson* 61 Director, Cowlitz Bancorporation & Cowlitz Bank
Benjamin Namatinia* 56 Chairman & Chief Executive Officer, Cowlitz
Bancorporation; Director, Cowlitz Bank; Chairman,
Business Finance Corporation
E. Chris Searing* 46 Director, Cowlitz Bancorporation & Cowlitz Bank
</TABLE>
*SERVED AS A DIRECTOR OF THE COMPANY SINCE ITS INCORPORATION IN 1991
MARK F. ANDREWS, JR. has served as a director of Cowlitz Bank since
1988. He served as Secretary of the Board since 1990 until he was elected
Chairman in March 2000. Mr. Andrews' principal occupation is the management and
operation of his tree farms. In addition, Mr. Andrews serves as a court
commissioner for Cowlitz County and he is also a retired attorney. Mr. Andrews
is Chairman of the Audit Committee and serves on the Compensation Committee and
the Board Development Committee. He was elected to the Business Finance
Corporation Board in 1999.
3
<PAGE>
BRUCE P. BUCHBERGER has owned Aronson-Campbell Industrial Supply,
Inc. of Bellevue, Washington since 1983. From 1977 to 1983, he was with Idaho
First National Bank (now USBank)of Boise, Idaho. In his role as Manager of
Strategic Planning, he was responsible for cash management, financial
controls, and budgeting. Subject to his election to the board of directors of
the Company, Mr. Buchberger will be appointed to the Compensation Committee
and the Audit Committee.
LARRY M. LARSON has served as a director of Cowlitz Bank since 1984.
He served as Secretary of the Board from 1987 to 1988, Vice Chairman from
1988 to 1990, and Chairman from 1990 to March 2000. Mr. Larson owns the
Bridgeview Tobacco Shop located in Rainier, Oregon. He serves in an elected
position on the Port Commission for the Port of Longview. Mr. Larson serves
on the Compensation Committee, the Board Development Committee, and the Audit
Committee. He was elected to the Business Finance Corporation Board in 1999.
BENJAMIN NAMATINIA has served as Chairman of Cowlitz Bancorporation
since its incorporation in 1991 and was appointed Chief Executive Officer in
November 1994. He has served as a director of Cowlitz Bank since 1991 and was
elected Secretary of the Board in March 2000. He has served as a director of
Business Finance Corporation since the acquisition in 1998. Since 1990, Mr.
Namatinia has been the President and owner of BMN, Inc., a securities
brokerage franchise of Raymond James Financial Services, Inc. From 1984 to
1989, he was Senior Vice President and head of the Bond Department in
Portland, Oregon for Shearson Lehman.
E. CHRIS SEARING has served as a director of Cowlitz Bank since
1986. He served as Secretary of the Board from 1988 to 1990 and Vice Chairman
since 1990. Mr. Searing owns Searing Electric & Plumbing, Inc. located in
Longview, Washington. Mr. Searing serves on the Compensation Committee and
the Audit Committee. He was elected to the Business Finance Corporation Board
in 1999.
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INFORMATION REGARDING THE BOARD OF DIRECTORS
AND ITS COMMITTEES
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The Board of Directors conducts its business through meetings of the
Board and through its committees. During 1999, the Company held twelve
regular meetings and fifteen special meetings of the Board as well as
committee meetings. No director in office in 1999 attended fewer than 75% of
the meetings of the Board of Directors and the total number of all meetings
of all committees of the Board of Directors on which he served.
The Board of Directors has established an Audit Committee, a
Compensation Committee, and a Board Development Committee. The Audit
Committee recommends the selection of the Company's independent auditors and
consults with the independent auditors on the Company's internal accounting
controls. The Compensation Committee recommends to the Board salaries and
bonuses for the Company's executive officers and administers the Company's
Stock Option Plan and Employee Stock Purchase Plan. The Board Development
Committee identifies and recommends potential candidates for the Company and
its subsidiary's Boards of Directors.
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DIRECTORS' COMPENSATION
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In 1999, Directors of the Company received a fee of $1,100 per month
except that Mr. Namatinia as Chairman of the Board received a fee of $1,200
per month. Directors of Cowlitz Bank received a fee of $700 per month and the
Chairman, Mr. Larson, received a fee of $1,900 per month. Directors of
Business Finance Corporation who do not serve as Directors of the Company or
Cowlitz Bank received a fee of $300 per month.
4
<PAGE>
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EXECUTIVE COMPENSATION
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SUMMARY COMPENSATION TABLE. The following table sets forth the
annual compensation earned during 1997, 1998, and 1999, for the Company's
Chief Executive Officer and each of the Company's other executive officers
who earned in excess of $100,000 in salary and bonus during the last three
fiscal years (the "Named Executive Officers").
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
-------------------
Name of Principal and Position Salary Bonus Other Annual All Other Stock Option
------------------------------ ------ ----- Compensation Compensation(1) Grants
------------ --------------- ------
<S> <C> <C> <C> <C> <C> <C>
Benjamin Namatinia 1999 $225,000 $ -- -- $ 6,000 15,000
Chairman & 1998 $200,000 $75,000 -- $14,400 10,000
Chief Executive Officer 1997 $178,224 $20,000 -- $14,258 192,500
Charles W. Jarrett 1999 $225,597 $ -- -- $ 6,000 15,000
President & 1998 $200,000 $52,356 -- $14,400 10,000
Chief Operating Officer 1997 $161,532 $40,975 -- $12,923 192,500
Donna P. Gardner 1999 $ 87,792 $17,500 -- $ 6,000 --
Vice President & 1998 $ 76,340 $23,678 -- $ 6,108 7,000
Secretary/Treasurer 1997 $ 66,840 $21,390 -- $ 5,347 --
</TABLE>
(1) Company contribution to 401 (K) plan
STOCK OPTIONS
-------------
STOCK OPTION PLAN. Awards of stock options under the Company's stock
option plan are designed to closely tie together the long term interest of
the Company and its subsidiary's directors, employees, and shareholders to
assist in the the retention of directors, officers, and key employees. The
Board of Directors selects the individuals to receive stock options and
determines the number of shares subject to each grant. The Board's
determination of the size of the option grants is generally intended to
reflect the individual's position with the Company or its subsidiary and the
individual's contribution. Any options granted under the plan will have an
exercise period of time, and the options become exercisable on a gradual
basis as stated in each grant. The Board of Directors reviews the stock
option plan annually.
The following table sets forth information concerning the award of
stock options to the Named Executive Officers during fiscal 1999:
OPTION/SAR GRANTS IN THE LAST FISCAL YEAR
<TABLE>
<CAPTION>
Potential Realizable
Number of % of Total Value at Assumed
Securities Options/SARs Annual Rates of Stock
Underlying Granted to Price Appreciation for
Options/SARs Employees Exercise or Base Expiration the Option Term (1)
Name Granted (#) Fiscal Year Price ($/Sh) Date 5% ($) 10% ($)
- ---- ----------- ----------- ------------ ---- ------ -------
<S> <C> <C> <C> <C> <C> <C>
Benjamin Namatinia 15,000 18.3% $ 4.94 12/31/09 $ 40,853 $100,624
Charles W. Jarrett 15,000 18.3% $ 4.94 12/31/09 $ 40,853 $100,624
Donna P. Gardner 0 -- -- -- -- --
</TABLE>
5
<PAGE>
(1) These assumed rates of appreciation are provided in order to comply
with the requirements of the Securities and Exchange Commission (the "SEC')
and do not represent the Company's expectation or projections as to the
actual rate of appreciation of the Common Stock. These gains are based on
assumed rates of annual compound stock price appreciation of 5% and 10% from
the date options were granted over the full option term. The actual value of
the options will depend on the performance of the Common Stock and may be
greater or less than the amounts shown.
The table below provides information on exercises of options during
1999 by the Named Executive Officers and information with respect to
unexercised options held by the Named Executive Officers at December 31, 1999:
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END
OPTION/SAR VALUES
<TABLE>
<CAPTION>
Value of
Unexercised in-
Number of Securities the-Money
Underlying Unexercised Options/SARs at
Shares Options/SARs at Fiscal Fiscal Year-End
Acquired on Year-End (#) ($ )Exercisable/
Name Exercise (#) Value Realized ($) Exercisable/Unexercisable Unexercisable (1)
- ---- ------------ ------------------ ------------------------- -----------------
<S> <C> <C> <C> <C>
Benjamin Namatinia -- -- 115,500 / 102,000 $ 930 / $3,720
Charles W. Jarrett -- -- 115,500 / 102,000 $ 930 / $3,720
Donna P. Gardner -- -- 2,800 / 4,200 --
--
</TABLE>
EMPLOYMENT AGREEMENTS. Mssrs. Namatinia and Jarrett entered into
employment agreements with the Company effective January 1, 1998. Under the
employment agreements, both Mr. Namatinia and Mr. Jarrett receive a base
annual salary.
The agreements contain a covenant not to compete for a period of
eighteen months in the event of termination of employment for any reason. If
employment is terminated by the Company without cause or by death or
disability, the executive officer will receive a lump sum equal to three
times the employee's annual base salary for the calendar year in which such
employment terminates plus the amount of any cash bonus earned prior to
termination. Upon termination without cause, the employee will receive such
benefits to which he has become entitled under the terms of the Company's
Stock Option Plan and any other benefit plan or program.
On March 24, 2000, Cowlitz Bancorporation and Cowlitz Bank entered
into a Severance Agreement and Release with Charles Jarrett. Mr. Jarrett had
been President and Chief Operating Officer of Cowlitz Bancorporation and
President and Chief Executive Officer of Cowlitz Bank. Mr. Jarrett resigned
those positions effective March 22, 2000. In addition, he resigned as a
director of Cowlitz Bank effective March 22, 2000, and as director of Cowlitz
Bancorporation effective April 30, 2000. Under the Severance Agreement, Mr.
Jarrett will receive 24 monthly payments of $21,228.52 each beginning in
April 2000, and ending in March 2002. Mr. Jarrett will also receive paid
medical coverage through March 2002, and certain retirement benefits to which
he was entitled under Cowlitz Bancorporation plans. All unvested stock
options previously granted to Mr. Jarrett were fully vested, and Mr. Jarrett
has until September 18, 2000 to exercise such options. Mr. Jarrett has
options to acquire up to 217,500 shares of Cowlitz Bancorporation common
stock at prices ranging from $4.94 to $7.94 per share. Prior to exercising
any options or selling any shares, Mr. Jarrett must give notice to Cowlitz
Bancorporation, which has the right to pay for such options or to purchase
such shares.
6
<PAGE>
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REPORT OF COMPENSATION COMMITTEE
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The Company's executive compensation program is designed to attract,
motivate, and retain key executive officers and to align their compensation
with the Company's business objectives, long-term objectives of shareholders,
and the executive's individual performance.
The Company's executive compensation program is administered by the
Compensation Committee. The membership of the committee consists of three
non-employee directors. The Compensation Committee works with management to
develop compensation plans for the Company and is responsible for determining
the compensation of the executives.
Executive salaries are reviewed annually. The Compensation Committee
utilizes various industry compensation surveys, including the Northwest
Financial Industry Salary Survey, and accounting firm completed industry
surveys to determine the compensation levels of executive officers employed
by similar financial institutions that are comparable in size, region, and
performance.
Using the information provided by this research along with other
factors such as meeting organizational expansion goals, implementation of
strategies, specific and overall performance, and stock value, the
Compensation Committee considers the appropriate combination of salary
levels, bonuses, and retention incentives based on long-term equity
compensation.
COMPONENTS OF CHIEF EXECUTIVE OFFICER COMPENSATION. Mr. Namatinia
serves as Chairman and Chief Executive Officer of Cowlitz Bancorporation in
accordance with an employment agreement dated January 1, 1998. At present,
the Chief Executive Officer's compensation program is comprised of base
salary, annual cash bonus consideration, and long-term incentive compensation
in the form of stock options. He also participates with other Company
employees in the Company's 401 (K) and other benefit programs. Mr.
Namatinia's employment agreement establishes minimum annual salary to be not
less than $200,000.00. Mr. Namatinia's salary has been increased to
$225,000.00 due to expanded duties arising from the Company's acquisition of
other operating units.
The employment agreement calls for bonus payments when the Bank's
net profits are in excess of one percent (1%)return on assets of the Bank for
the calendar year. Since the Company did not have a one percent (1%)return on
assets for the calendar year ended December 31, 1999, no bonus was paid for
the calendar year. The Committee has expressed a desire to reward the Chief
Executive Officer with options as an incentive to create long-term value for
the Company's shareholders. Mr. Namatinia was awarded 15,000 options
primarily due to his efforts in leading to the Company's acquisition of other
operating units
The employment agreement with Namatinia also contains provisions
that require payments in the event of a change in control, and termination of
employment without cause. Under the terms of the agreement, Mr. Namatinia is
entitled to a sum equal to three times his annual base salary for the
calendar year in which such employment terminates.
Submitted by the Compensation Committee:
Mark F. Andrews, Jr.
Larry M. Larson
E. Chris Searing
7
<PAGE>
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STOCK PRICE PERFORMANCE GRAPH
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The chart below depicts the total return to shareholders during the
period beginning March 12, 1998, when the Company first issued its shares
publicly, and ending December 31, 1999. The definition of total return
includes appreciation in market value of the stock as well as the actual cash
dividends paid to shareholders. The comparable indices utilized are the
NASDAQ Bank Index and the NASDAQ Market Index. The chart assumes that the
value of the investment in the Company's Common Stock and each of the two
indices was $100 on March 12, 1998, and that all dividends were reinvested.
[GRAPH]
COMPARISON OF CUMULATIVE TOTAL RETURN OF COMPANY, PEER GROUP AND BROAD MARKET
<TABLE>
<CAPTION>
COMPANY INDEX MARKET 3/12/98 3/31/98 6/30/98 9/30/98 12/31/98 3/31/99 6/30/99 9/30/99 12/31/99
- -------------------- ------- ------- ------- ------- -------- ------- ------- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Cowlitz Bancorporation 100.00 97.14 92.42 67.48 60.84 49.83 50.94 43.30 41.00
NASDAQ Bank Index 100.00 142.95 140.22 118.26 133.94 128.86 138.30 125.87 129.14
NASDAQ Market Index 100.00 102.90 105.55 95.13 123.67 138.17 150.34 152.79 225.66
</TABLE>
8
<PAGE>
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RELATED PARTY TRANSACTIONS
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The Company has outstanding loans to officers, directors, their
spouses, associates, and related organizations. All such loans were made in
the ordinary course of business, have been made on substantially the same
terms and conditions; including collateral required, as comparable
transactions with unaffiliated parties and did not involve more than normal
risk of collectibility or present other unfavorable features. Directors and
executive officers are charged the same rates of interest and loan fees as
are charged to employees of the Company, which interest rates and fees are
slightly lower than charged to non-employee borrowers. All such loans are
presently in good standing and are being paid in accordance with their terms.
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COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
- --------------------------------------------------------------------------------
Section 16(a) of the Securities Exchange Act of 1934, as amended
("Section 16(a)") requires that all executive officers and directors of the
Company and all persons who beneficially own more than 10 percent of the
Company's Common Stock file reports with the Securities and Exchange
Commission with respect to beneficial ownership of the Company's Securities.
Based solely on its review of copies of reports made pursuant to
Section 16(a) of the Securities Exchange Act of 1934, related regulations,
and written representations no other reports were required. The Company
believes that during the year ended December 31, 1999 all filing requirements
applicable to its directors, executive officers, and greater than 10%
shareholders were satisfied.
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AUDITORS
- --------------------------------------------------------------------------------
The Board of Directors has appointed Arthur Andersen LLP, San
Francisco, California, independent public accountants, to serve as the
Company's auditors for the fiscal 2000 year. A representative of Arthur
Andersen will be present at the Annual Meeting to respond to questions from
shareholders and will have the opportunity to make a statement if he or she
so desires.
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OTHER MATTERS
- --------------------------------------------------------------------------------
The Board of Directors is not aware of any business to come before
the Annual Meeting other than those matters described in this Proxy
Statement. However, if any other matters should properly come before the
Annual Meeting, it is intended that proxies in the accompanying form will be
voted in accordance with the best judgment of the person or persons voting
the proxies.
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SHAREHOLDER PROPOSALS FOR THE 2001 ANNUAL MEETING
- --------------------------------------------------------------------------------
The Company must receive a shareholder proposal by December 18, 2000
to consider it for inclusion in the Company's proxy statement and form of
proxy relating to the Company's Annual Meeting of Shareholders in 2001. In
addition, if the Company is not notified prior to March 4, 2001 that a
shareholder intends to present a proposal at the Annual Meeting in 2001, the
management of the Company will have discretionary authority with respect to
each proxy received by it to vote on such matter. The Company's address for
these purposes is P.O. Box 1518, Longview, Washington 98632.
9
<PAGE>
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FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
The Company's 1999 Annual Report to Shareholders, including
financial statements prepared in conformity with generally accepted
accounting principles, are being mailed to shareholders with these proxy
materials. Any shareholder who has not received a copy of such Annual Report
may obtain a copy by writing the Company. Such Annual Report is not to be
treated as part of the proxy solicitation material or as having been
incorporated by reference.
WE URGE YOU TO SIGN AND RETURN THE ENCLOSED PROXY CARD AS PROMPTLY AS
POSSIBLE, WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING IN PERSON. IF
YOU DO ATTEND THE ANNUAL MEETING, YOU MAY THEN WITHDRAW YOUR PROXY. THE PROXY
MAY BE REVOKED AT ANY TIME PRIOR TO ITS EXERCISE.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Donna P. Gardner
------------------------------------
Donna P. Gardner
Vice President & Secretary/Treasurer
Longview, Washington
April 13, 2000
10
<PAGE>
<TABLE>
<S><C>
- -----------------------------------------------------------------------------------------------------------------------------------
COWLITZ BANCORPORATION
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 13, 2000
The undersigned hereby names, constitutes and appoints Benjamin Namatinia, with full power of substitution, my true and
lawful attorney and Proxy for me and in my place and stead to attend the Annual Meeting of the Shareholders of Cowlitz
Bancorporation to be held at 10:00 a.m. on Saturday, May 13, 2000, and at any adjournment thereof, and to vote all the shares of
Common Stock held of record in the name of the undersigned on March 24, 2000, with all the powers that the undersigned would
possess if he were personally present.
(CONTINUED AND TO BE SIGNED AND DATED ON OTHER SIDE)
- -----------------------------------------------------------------------------------------------------------------------------------
* FOLD AND DETACH HERE *
</TABLE>
<PAGE>
<TABLE>
<S><C>
- -----------------------------------------------------------------------------------------------------------------------------------
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED Please mark
SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR ELECTION OF THE DIRECTOR-NOMINEES your votes /X/
IDENTIFIED BY THE BOARD OF DIRECTORS. as indicated in
this example
VOTE
VOTE FOR WITHHELD
ALL FROM ALL ELECTION OF DIRECTORS
NOMINEES NOMINEES FOR all nominees listed below (except as marked in
/ / / / the contrary below)
Mark F. Andrews, Jr.
Bruce P. Buchberger
Larry M. Larson
Benjamin Namatinia
E. Chris Searing
Vote for all nominees listed above, except as specified on the line below:
_______________________________________________________
Signature(s)___________________________________________________________________ Date __________________________________, 2000
NOTE: Please sign as name appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such.
- -----------------------------------------------------------------------------------------------------------------------------------
* FOLD AND DETACH HERE *
The Annual Meeting of shareholders will be held at 10:00 a.m. local time on Saturday,
May 13, 2000 at the Red Lion Hotel, 510 Kelso Drive, Kelso, Washington.
</TABLE>
