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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):
July 21, 1998
INTERWEST BANCORP, INC.
(Exact name of registrant as specified in its charter)
WASHINGTON
(State or other jurisdiction of incorporation)
0-26632 91-1691216
(Commission File Number) IRS Employer Identification No.
275 S.E. Kittitas Way
Oak Harbor, WA 98227
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (360) 679-4181
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ITEM 5 - OTHER EVENTS
On July 21, 1998, the Board of Directors of InterWest Bancorp, Inc.
("InterWest") declared a three-for-two stock dividend payable on August 17,
1998, to shareholders of record on August 3, 1998.
InterWest previously filed a Registration Statement on Form S-4 that was
declared effective on July 16, 1998 to register shares of its common stock that
will be issued to shareholders of Kittitas Valley Bancorp, Inc. ("Kittitas")
pursuant to a Plan and Agreement of Merger dated April 20, 1998 (the
"Agreement"), whereby Kittitas will merge with and into InterWest.
Shareholders of Kittitas will vote on the Merger at a Special Meeting of
Shareholders to be held on August 24, 1998. In connection with the upcoming
meeting, a Proxy Statement/Prospectus dated July 16, 1998 was distributed to
Kittitas shareholders. Since the InterWest dividend was declared after the
Proxy Statement/Prospectus was printed, the parties deemed it prudent to include
a letter to Kittitas shareholders that will accompany the Proxy
Statement/Prospectus advising the Kittitas shareholders of the InterWest
dividend and the effect that the dividend will have on the merger exchange
ratio. A copy of that letter is attached to this Report as Exhibit 99.1.
ITEM 7 - FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements - not applicable.
(b) Pro forma financial information - not applicable.
(c) Exhibits:
99.1 Letter to Kittitas Shareholders dated July 22, 1998
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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.
Dated: July 23, 1998
INTERWEST BANCORP, INC.
By H. Glenn Mouw
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H. Glenn Mouw
Executive Vice President and Chief Financial
Officer
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[KITTITAS LETTERHEAD]
Dear Shareholder:
Enclosed you will find a copy of he Prospectus/Proxy Statement dated
July 16, 1998 in connection with our proposed merger with InterWest Bancorp,
Inc. ("InterWest").
After the Proxy Statement/Prospectus was printed, the Board of InterWest
declared on July 21, 1998, a three-for-two stock split of InterWest common
stock. InterWest stockholders will receive one additional share for every two
shares of InterWest common stock held. The dilution date for the stock split
will be August 17, 1998 to stockholders of record on August 3, 1998.
Pursuant to the terms of the Agreement and Plan of Merger dated as of
April 20, 1998 (the "Merger Agreement") between InterWest and Kittitas
Valley Bancorp, Inc. ("Kittitas") (page A-1 of the enclosed Proxy
Statement/Prospectus), the Exchange Ratio (as defined in the Merger
Agreement) will be proportionately adjusted to reflect the stock split. The
Exchange Ratio of 1.714 shares of InterWest common stock that will be issued
per each share of Kittitas common stock will be adjusted to 2.571. The
three-for-two stock split does not impact the Cash Distribution equal to
$72.00 per share for each share of Kittitas common stock.
If you have any questions, please contact me at 509-925-3000.
Sincerely,
/s/ Steven F. Halverson
Steven F. Halverson
President and Chief Executive Officer
Kittitas Valley Bancorp, Inc.
