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): April 13, 2009
Cowlitz Bancorporation
(Exact Name of Registrant as specified in its charter)
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| Washington | 0-23881 | 91 – 1529841 |
| (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 code360-423-9800
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:
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| [ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| [X] | 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)) |
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Item 8.01 Other Events.
On April 13, 2009, Cowlitz Bancorporation responded to Crescent Capital VI LLC’s April 9, 2009 letter to the Company, which included a request to be given control of the board of directors. The responseunanimously approved by the board of directorsincluded the following:
The board received and extensively discussed the settlement proposal sent by Crescent
The board was disappointed in Crescent’s response to the Company’s request for additionalinformation, underscored by Crescent’s decision to short-circuit the board's deliberative processand any further discussions by filing preliminary soliciting materials.
The board believes that Crescent fails to appreciate the significance of the decision Crescent wasdemanding--to voluntarily give complete control of the Company to a minority shareholder and totake that decision out of shareholder hands.
The board will perform their fiduciary duties carefully and fully and Crescent cannot expect themto do anything less.
The board requires additional information critical to that decision, which Crescent can, of course,choose not to provide and has elected that course of action.
The Company’s subsidiary bank may need additional capital for a variety of reasons and theability and willingness of Crescent to provide that is one significant factor the board needs to takeinto account.
The board has other legitimate concerns that Crescent’s election to withhold relevant informationexacerbates.
The preliminary proxy filing and short timelines unilaterally imposed by Crescent to "agree andsign" the proffered settlement agreement makes it clear that Crescent’s goal is to gain immediatecontrol without shareholder input.
No date has been set for the shareholders meeting and the board has further time to consider anyadditional information Crescent may wish to share. The board, in its deliberations, had beenconsidering a counter proposal in an attempt to bridge both parties’ interests but the decision byCrescent to start the proxy contest now suggests those efforts may be futile.
Crescent’s filings and communications indicate it has no interest in a negotiated solution.
Important Information
Cowlitz Bancorporation and its directors, executive officers and other members of its management and employees may be deemed to be participants in the solicitation of proxies from the stockholders of Cowlitz Bancorporation in connection with the Company’s 2009 annual meeting of stockholders. Information concerning the interests of participants in the solicitation of proxies will be included in any proxy statement filed by Cowlitz Bancorporation in connection with the Company’s 2009 annual meeting of stockholders.
In addition, Cowlitz Bancorporation files annual, quarterly and special reports with the U.S. Securities and Exchange Commission (the “SEC”). The proxy statements and other reports, when available, can be obtained free of charge at the SEC’s web site at www.sec.gov or from Cowlitz Bancorporation at www.cowlitzbancorp.com. Cowlitz Bancorporation stockholders are advised to read carefully any proxy statement filed in connection with the Company’s 2009 annual meeting of stockholders when it becomes available before making any voting or investment decision. The Company’s proxy statement will also be available for free by writing to Cowlitz Bancorporation, 927 Commerce Ave., Longview, Washington 98632.
Item 9.01 Financial Statements and Exhibits.
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| (a) | Not applicable |
| (b) | Not applicable |
| (c) | Not applicable |
| (d) | Exhibits |
| | None |
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.
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| COWLITZ BANCORPORATION |
| (Registrant) |
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| Date: | April 16, 2009 | By: | /s/ Richard J. Fitzpatrick |
| | | | Richard J. Fitzpatrick, President and CEO |
