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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
Date of Report (Date of Earliest Event Reported) July 1, 2000
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COWLITZ BANCORPORATION
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(Exact name of registrant as specified in its charter)
Washington 000-23881 91-1529841
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(State or other jurisdiction (Commission File No.) (I.R.S. Employer
of incorporation) Identification No.)
927 Commerce Avenue
Longview, Washington 98632
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(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (206) 423-9800
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On April 25, 2000, Cowlitz Bancorporation (the "Company"), and its
subsidiary Cowlitz Bank, entered into an Agreement for Merger (the "Agreement")
with Northern Bank of Commerce ("Northern"). Pursuant to the Agreement, Cowlitz
Bank would acquire all of the outstanding shares of Northern through the merger
of a wholly-owned interim bank subsidiary of Cowlitz Bank with and into
Northern. On July 1, 2000, the transaction described in the Agreement closed, at
which time the Company (through its subsidiary Cowlitz Bank) paid to the
shareholders of Northern $3,039,480.56 (the "Consideration") of which
$998,861.56 was placed into escrow for up to one year to indemnify Cowlitz Bank
from certain losses relating to certain of Northern's loans.
The value of the Consideration was based on an arm's length negotiation
between the parties after considering the perceived value of the Northern
business and its assets and the liabilities of Northern that are to be assumed
by the Company's subsidiary, Cowlitz Bank.
The source of the Consideration was cash on hand.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of business acquired. To be filed by amendment within
60 days of this report.
(b) Pro forma financial information. To be filed by amendment within 60 days of
this report.
(c) Exhibits.
EXHIBITS. DESCRIPTION
2.1 Agreement for Merger dated April 25, 2000 by and among Cowlitz
Bancorporation, Cowlitz Bank and Northern Bank of Commerce.
Schedules and similar attachments to this Exhibit have not
been filed; upon request, the Company will furnish
supplementally to the Commission a copy of any omitted
schedule.
99.1 Press Release issued by the Company on July 3, 2000.
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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, thereto duly authorized.
COWLITZ BANCORPORATION
By: /s/ Benjamin Namatinia
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Benjamin Namatinia
Chief Executive Officer
Date: July 14, 2000
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EXHIBIT INDEX
2.1 Agreement for Merger dated April 25, 2000 by and among Cowlitz
Bancorporation, Cowlitz Bank and Northern Bank of Commerce. Schedules
and similar attachments to this Exhibit have not been filed; upon
request, the Company will furnish supplementally to the Commission a
copy of any omitted schedule.
99.1 Press Release issued by the Company on July 3, 2000.
