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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
JANUARY 10, 1996
Date of Report (Date of earliest event reported):
CENTRAL BANCORPORATION
(Exact name of registrant as specified in its charter)
WASHINGTON
(State or other jurisdiction of incorporation)
0-16356 91-1203145
(Commission File Number) IRS Employer Identification No.
301 NORTH CHELAN
WENATCHEE, WASHINGTON 98801
(Address of principal executive offices) (zip code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (206) 663-0733
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ITEM 5 - OTHER EVENTS
On January 10, 1996, Central Bancorporation ("Bancorporation"),
Wenatchee, Washington and its subsidiaries Central Washington Bank and North
Central Washington Bank ("Bank Subsidiaries") entered into an Agreement and Plan
of Mergers ("Merger Agreement") with InterWest Bancorp, Inc. ("InterWest"), Oak
Harbor, Washington and InterWest's subsidiary, InterWest Savings Bank, pursuant
to which Bancorporation will be merged into InterWest. The Merger Agreement
provides that Bancorporation's common stock will be exchanged for shares of
InterWest common stock pursuant to a specified exchange ratio. The aggregate
value of the consideration is approximately $34.5 million, subject to
adjustments.
In connection with the Merger Agreement, Bancorporation and InterWest
entered into a Stock Option Agreement dated January 10, 1996 ("Option
Agreement") whereby Bancorporation granted InterWest an option to purchase
201,898 shares of Bancorporation's common stock at a price of $26.00 per share
(such number of shares and price being subject to adjustment), under the
circumstances, terms and conditions set forth in the Option Agreement. The
Option Agreement is exercisable upon the occurrence of certain events, including
(i) the acquisition by a third party of securities representing 15% or more of
the voting shares of Bancorporation, (ii) the sale of 20% or more of the assets
or deposits of Bancorporation and the Bank Subsidiaries, (iii) the issuance,
sale or other disposition of securities representing 20% or more of the voting
power of Bancorporation or the Bank Subsidiaries; or (iv) the agreement between
Bancorporation and a third party to engage in a merger or consolidation.
Consummation of the acquisition is subject to several conditions,
including receipt of applicable regulatory approval and approval by
Bancorporation's and InterWest's shareholders. For information regarding the
terms of the proposed transaction, reference is made to the Merger Agreement,
Option Agreement and the press release dated January 11, 1996, which are
attached hereto as Exhibits 2, 10 and 99, respectively, and incorporated herein
by reference.
ITEM 7 - FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements - not applicable.
(b) Pro forma financial information - not applicable.
(c) Exhibits:
(2) Plan and Agreement of Mergers dated January
10, 1996
(10) Stock Option Agreement dated January 10, 1996
(99) Joint Press Release issued by Bancorporation
and InterWest
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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: January 10, 1996
CENTRAL BANCORPORATION
By /s/ Joseph E. Riordan
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Joseph E. Riordan,Treasurer
and Assistant Secretary
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