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): January 1, 1999
First Washington Bancorp, Inc.
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(Exact name of registrant as specified in its charter)
Washington 0-26584 91-1632900
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State or other jurisdiction Commission (I.R.S. Employer
of incorporation File Number Identification No.)
10 S. First Avenue, Walla Walla, Washington 99362
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number (including area code) (509) 527-3636
Not Applicable
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(Former name or former address, if changed since last report)
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Item 5. Other Events
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Effective January 1, 1999, First Washington Bancorp, Inc. ("Corporation")
consummated the previously announced acquisition of Whatcom State Bancorp
("Whatcom") and its wholly-owned subsidiary, Whatcom State Bank. The
acquisition was accomplished by the merger of Whatcom with and into the
Corporation and by the merger of the Bank with and into First Savings Bank of
Washington, one of the Corporation's wholly-owned subsidiaries. Shareholders
of Whatcom received .6974 shares of the Corporation's common stock in
exchange for each share of Whatcom common stock.
Additional information concerning the acquisition is contained in the
press release issued by the Corporation on January 1, 1999, attached hereto as
Exhibit 99 and incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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Exhibit
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2 Agreement and Plan of Mergers dated as of June 15, 1998 by and
among First Savings Bank of Washington Bancorp, Inc., First
Savings Bank of Washington, Whatcom State Bancorp, Inc. and
Whatcom State Bank (incorporated by reference to Exhibit 2 to the
Corporation's Form 8-K filed June 15, 1998).
99 Press Release dated January 1, 1999.
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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.
FIRST WASHINGTON BANCORP, INC.
DATE: January 13, 1999 By: /s/Gary L. Sirmon
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Gary L. Sirmon
President
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Exhibit 99
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FIRST WASHINGTON BANCORP COMPLETES
WHATCOM STATE BANCORP ACQUISITION
WALLA WALLA, Wash.--(BUSINESS WIRE)--Jan. 4, 1999--First Washington Bancorp
(Nasdaq: FWWB) today announced the completion of its acquisition of Whatcom
State Bancorp, Inc., effective January 1. Under the purchase agreement,
approximately 550,000 shares of FWWB stock will be exchanged for outstanding
common shares and stock options of Whatcom State Bancorp, the holding company
for Whatcom State Bank. Whatcom State Bancorp shares did not trade on an
exchange. The acquisition will be accounted for as a purchase.
Whatcom State Bank, which operates branches in Bellingham, Ferndale, Lynden,
Blaine and Point Roberts in Northwest Washington and the Mt. Baker Home Loan
Center in Oak Harbor on Whidbey Island, will become a division of First
Savings Bank of Washington. With this acquisition complete, First Washington
and its subsidiaries operate 31 branch offices and six loan offices in 15
counties in Washington and Oregon. At September 30, 1998, Whatcom State Bank
had $94.3 million in assets, $80.9 million in deposits, $73.2 million in loans
and $6.1 million in shareholders' equity. First Washington had total assets of
$1.44 billion, shareholders' equity of $172 million and book value of $16.07
per share at September 30, 1998.
``We will now be able to offer a full range of services to customers in the
Northwest region of Washington state, where we have not previously had a
presence, thereby broadening the geographic diversity of our client base,"
said Gary Sirmon, President and CEO of FWWB. ``We plan to continue Whatcom
State Bank's focus on lending to consumers and small businesses within Whatcom
County, and further expand real estate lending activities to include areas of
Island and Skagit counties."
Last week FWWB announced that it has agreed to acquire Seaport Citizens Bank
of Lewiston, Idaho in an all cash transaction valued at approximately $10.1
million. The acquisition, which has been approved by the Boards of Directors
of each company, is subject to, among other contingencies, approval by
regulators and Seaport Citizens Bank shareholders. The transaction is expected
to close during the second quarter of this calendar year.
First Washington Bancorp is the parent of First Savings Bank (Walla Walla),
founded in 1890, Inland Empire Bank (Hermiston, Oregon), founded in 1948, and
Towne Bank (Woodinville, Washington), founded in 1991. First Savings Bank's
lending business has been primarily residential mortgage loans for the
purchase of homes and home construction, although it is becoming increasingly
more involved in non-mortgage commercial and agricultural lending. Inland
Empire Bank specializes in agricultural, commercial and consumer lending.
Towne Bank primarily focuses on being a premier community business bank. On
December 31, 1998 FWWB's stock closed the trading day at $24.00 per share.
Statements concerning future developments or events, concerning expectations
for growth and market forecasts, and any other guidance on future periods,
constitute forward-looking statements,
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which are subject to a number of risks and uncertainties that might cause
actual results to differ materially from stated objectives. These factors
include but are not limited to: the effect of interest rate changes;
competition in the financial services market for both deposits and loans;
FWWB's ability to efficiently incorporate acquisitions into its operations;
FWWB's ability to successfully address Y2K issues during the assimilation
process; the ability of FWWB and its subsidiaries to increase its customer
base; and regional and general economic conditions.
Contact:
First Washington Bancorp
Gary Sirmon, 509/527-3636
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