UNITED STATES
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): October 31, 2005
Cowlitz Bancorporation
(Exact Name of Registrant as specified in its charter)
| Washington | | 000-23881 | | 91-529841 |
| (State or other jurisdiction of | | (Commission File Number) | | (IRS Employer Identification No.) |
| incorporation) | | | | |
927 Commerce Ave.
Longview, Washington 98632
Address of Principal Executive Office and Zip Code
Registrant's telephone number including area code206-423-9088
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| [ ] | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR |
| | | 230.425) |
| |
| [ ] | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR |
| | | 240.14a-12) |
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| [ ] | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange |
| | | Act (17 CFR 240.14d-2(b)) |
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| [ ] | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange |
| | | Act (17 CFR 240.13e-4(c)) |
Item 2.01 Completion of Acquisition or Disposition of Assets
On October 31, 2005, Cowlitz Bancorporation (“Cowlitz”) completed a previously announced merger with AEA Bancshares, Inc. (“AEA”) pursuant to an Agreement and Plan of Merger under the terms of which AEA merged with and into Cowlitz, and AEA’s wholly owned subsidiary Asia-Europe-Americas Bank (“AEA Bank”) merged with and into Cowlitz’s wholly owned subsidiary Cowlitz Bank. The merger of the subsidiary banks became effective November 1, 2005.
AEA shareholders were entitled to receive shares of Cowlitz common stock in exchange for each share of AEA common stock outstanding as of the effective date of the merger. The total estimated value of the acquisition is approximately $7.87 million based on the issuance of 570,088 shares of Cowlitz common stock and the closing trade of $13.80 for Cowlitz common stock on October 31, 2005 on the NASDAQ stock market.
On November 1, 2005, Cowlitz issued a press release announcing the closing of the merger. The press release is attached as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
| | | (a) | To be filed by amendment within 71 days of the merger |
| | | (b) | To be filed by amendment within 71 days of the merger |
| | | (c) | Exhibits. |
| | | | 99.1 Press Release |
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.
| | | | | COWLITZ BANCORPORATION |
| | | | | (Registrant) |
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| Date: | | November 1, 2005 | | By: /s/ Richard J. Fitzpatrick |
| | | | | Richard J. Fitzpatrick |
| | | | | President and Chief Executive Officer |
