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): September 1, 2001
Banner Corporation
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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)
Item 5. Other Events
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Effective September 1, 2001, Banner Corporation ("Corporation") consummated
the previously announced merger of its wholly owned subsidiary banks, Banner
Bank and Banner Bank of Oregon. The transaction was accomplished by the
merger of Banner Bank of Oregon, an Oregon state chartered commercial bank,
with and into Banner Bank, a Washington state chartered commercial bank.
Additional information concerning the acquisition is contained in the press
release issued by the Corporation on September 4, 2001 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 Plan of Merger dated July 6, 2001 by and between Banner Bank of Oregon
and Banner Bank.
99 Press Release dated September 4, 2001.
SIGNATURES
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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.
BANNER CORPORATION
DATE: September 6, 2001 By: /s/Gary Sirmon
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Gary Sirmon
President
Exhibit 2
PLAN OF MERGER
This Plan of Merger is made by and between Banner Bank of Oregon, an Oregon
chartered commercial bank and Banner Bank, a Washington chartered commercial
bank.
RECITALS
A. Banner Bank of Oregon, a wholly owned subsidiary of Banner
Corporation, is a state chartered commercial bank duly organized,
validly existing and in good standing under the laws of the State of
Oregon. Banner Bank of Oregon has authorized capital stock of 10,000
shares of common stock, par value $133.43 per share ("Banner Bank of
Oregon Common Stock"), of which 8,476 shares are issued and
outstanding.
B. Banner Bank, a wholly owned subsidiary of Banner Corporation, is a
state chartered commercial bank duly organized, validly existing and
in good standing under the laws of the State of Washington. Banner
Bank has authorized capital stock of 5,000,000 shares of common
stock, $1.00 par value per share ("Banner Bank Common Stock"), of
which 1,000 shares are issued and outstanding, and 1,000,000 shares
of serial preferred stock, none of which are issued and outstanding.
C. Banner Corporation wishes to merge Banner Bank of Oregon with and
into Banner Bank, on the terms and conditions set forth in this Plan
of Merger, with Banner Bank as the surviving corporation. In
connection with this transaction, Banner Bank of Oregon will operate
as a division of Banner Bank. The boards of directors of Banner Bank
of Oregon and Banner Bank have unanimously approved this Plan of
Merger and have authorized its execution and delivery.
AGREEMENT
Banner Bank of Oregon and Banner Bank hereby agree as follows:
1. Constituent Banks. The name of each constituent bank to the merger
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is:
BANNER BANK OF OREGON
whose offices are located at:
101 East Main Street, Hermiston, OR 97838
125 S.E. Court Avenue, Pendleton, OR 97801
1300 S.W. Court Avenue, Pendleton, OR 97801
Sixth & G Streets, Umatilla, OR 97882
204 N. Main Street, Boardman, OR 97818
100 S. Main Street, Stanfield, OR 97875
and
BANNER BANK
whose offices are located at:
Second and Alder, Walla Walla, WA 99362
1661 West Rose Street, Walla Walla, WA 99362
710 South Ninth Avenue, Walla Walla, WA 99362
1600 Plaza Way, Walla Walla, WA 99362
126 East Main Street, Dayton, WA 99328
203 W. First Avenue, Kennewick, WA 99336
8200 Gage Boulevard, Kennewick, WA 99336
1221 Jadwin Avenue, Richland, WA 99352
749 Sixth Street, Clarkston, WA 99403
639 Bryden Avenue, Lewiston, ID 83501
1031 21st Street, Lewiston, ID 83501
911 East Edison, Sunnyside, WA 98944
502 W. Yakima Avenue, Yakima, WA 98902
3030 W. Nob Hill Boulevard, Yakima, WA 98902
4001 Summitview, Suite 23, Yakima, WA 98908
4104 Terrace Heights Drive, Yakima, WA 98901
105 South First Street, Selah, WA 98942
501 North Mission, Wenatchee, WA 98801
East 12209 Mission Avenue, Suite 1, Spokane, WA 99206
17530 132nd Avenue N.E., Woodinville, WA 98072
12443 Bel-Red Road, Bellevue, WA 98005
16150 N.E. 85th Street, Redmond, WA 98052
54 Rainier Avenue South, Renton, WA 98055
10125 Main Street, Bothell, WA 98011
202 Kirkland Avenue, Kirkland, WA 98033
12717 4th Avenue West, Suite C-1, Everett, WA 98208
1420 Madison Street, Seattle, WA 98104
1600 Cornwall Avenue, Bellingham, WA 98227
1815 Main Street, Ferndale, WA 98248
8130 B Guide Meridian, Lynden, WA 98264
435 Martin Street, Blaine, WA 98230
480 Tyee Drive, Point Roberts, WA 98281
2. Merger. At and on the Effective Time (as defined herein) of the
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merger, Banner Bank of Oregon shall be merged with and into Banner Bank in
accordance with the terms hereof.
3. Effective Time. The effective time ("Effective Time") of this
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Merger shall be the date the articles of merger are filed with the Secretaries
of State for the States of Washington and Oregon or such later date specified
in such articles.
4. Resulting Bank. The Resulting Bank shall be:
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BANNER BANK
whose principal office is located at: 10 S. First Avenue, Walla Walla,
Washington and whose other offices shall be located at:
Second and Alder, Walla Walla, WA 99362
1661 West Rose Street, Walla Walla, WA 99362
710 South Ninth Avenue, Walla Walla, WA 99362
1600 Plaza Way, Walla Walla, WA 99362
126 East Main Street, Dayton, WA 99328
203 W. First Avenue, Kennewick, WA 99336
8200 Gage Boulevard, Kennewick, WA 99336
1221 Jadwin Avenue, Richland, WA 99352
749 Sixth Street, Clarkston, WA 99403
639 Bryden Avenue, Lewiston, ID 83501
1031 21st Street, Lewiston, ID 83501
911 East Edison, Sunnyside, WA 98944
502 W. Yakima Avenue, Yakima, WA 98902
3030 W. Nob Hill Boulevard, Yakima, WA 98902
4001 Summitview, Suite 23, Yakima, WA 98908
4104 Terrace Heights Drive, Yakima, WA 98901
105 South First Street, Selah, WA 98942
501 North Mission, Wenatchee, WA 98801
East 12209 Mission Avenue, Suite 1, Spokane, WA 99206
17530 132nd Avenue N.E., Woodinville, WA 98072
12443 Bel-Red Road, Bellevue, WA 98005
16150 N.E.85th Street, Redmond, WA 98052
54 Rainier Avenue South, Renton, WA 98055
10125 Main Street, Bothell, WA 98011
202 Kirkland Avenue, Kirkland, WA 98033
12717 4th Avenue West, Suite C-1, Everett, WA 98208
1420 Madison Street, Seattle, WA 98104
1600 Cornwall Avenue, Bellingham, WA 98227
1815 Main Street, Ferndale, WA 98248
8130 B Guide Meridian, Lynden, WA 98264
435 Martin Street, Blaine, WA 98230
480 Tyee Drive, Point Roberts, WA 98281
101 East Main Street, Hermiston, OR 97838
125 S.E. Court Avenue, Pendleton, OR 97801
1300 S.W. Court Avenue, Pendleton, OR 97801
Sixth & G Streets, Umatilla, OR 97882
204 N. Main Street, Boardman, OR 97818
100 S. Main Street, Stanfield, OR 97875
5. Name. The name of the Resulting Bank shall be Banner Bank.
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6. Directors of the Resulting Bank. The names and mailing addresses
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of the directors of the Resulting Bank who shall serve until their terms
expire are listed in Schedule A. Nothing in this Section 6 or this Agreement
restricts in any way any rights of the Resulting Bank's shareholders and
directors at any time after the Effective Time to nominate, elect, select or
remove the Resulting Bank's directors.
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7. Officers of the Resulting Bank. The names and mailing addresses of
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the officers of the Resulting Bank are listed in Schedule A. Nothing in this
Section 7 or this Agreement restricts in any way any rights of the Resulting
Bank's shareholders and directors at any time after the Effective Time to
nominate, elect, select or remove the Resulting Bank's officers.
8. Terms and Conditions of Merger. At the Effective Time, by virtue
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of the Merger and without any action on the part of the holders thereof, each
share of Banner Bank of Oregon Common Stock issued and outstanding
immediately prior to the Effective Time shall, at the Effective Time,
automatically by operation of law, be canceled and shall no longer be deemed
to be issued and outstanding for any purpose. The shares of Banner Bank
Common Stock issued and outstanding immediately prior to the Effective Time
shall, at the Effective Time, remain as issued and outstanding shares of
Banner Bank Common Stock.
9. Articles of Incorporation and Bylaws. At and after the Effective
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Time, the Articles of Incorporation and the Bylaws of Banner Bank as in effect
immediately prior to the Effective Time shall continue to be the Articles and
Bylaws of the Resulting Bank.
10. Rights and Duties of the Resulting Bank. At the Effective Time,
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Banner Bank of Oregon shall be merged with and into Banner Bank, and Banner
Bank shall be the Resulting Bank. All assets, rights, privileges, powers,
franchises and property (real, personal and mixed) of Banner Bank of Oregon
shall be automatically transferred to and vested in Banner Bank by virtue of
the merger without any deed or other document of transfer. Banner Bank,
without any order or action on the part of any court or otherwise and without
any documents or assumptions or assignment, shall hold and enjoy all of the
properties, franchises and interests, including without limitation
appointments, powers, designations, nominations and all other rights and
interests as agent or other fiduciary, in the same manner and to the same
extent as such rights, franchises and interests and powers were held or
enjoyed by Banner Bank and Banner Bank of Oregon, respectively. Banner Bank,
as the Resulting Bank, shall be responsible for all the liabilities of every
kind and description of both Banner Bank and Banner Bank of Oregon immediately
prior to the Effective Time, without limitation including liabilities for all
debts, savings accounts, deposits, obligations and contracts of Banner Bank
and Banner Bank of Oregon, respectively, matured or unmatured, whether
accrued, absolute, contingent or otherwise and whether or not reflected or
reserved against on balance sheets, books or accounts or records of either
Banner Bank or Banner Bank of Oregon. All rights of creditors and other
obligees and all liens on property of either Banner Bank or Banner Bank of
Oregon shall be preserved and shall not be released or impaired.
11. Required Approval. Consummation of the Merger is subject to
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approval of the Washington Division of Banks, the Oregon Division of Financial
and Corporate Securities, and Banner Corporation as the sole stockholder of
Banner Bank and Banner Bank of Oregon.
12. Termination. The parties may terminate this Agreement at any time
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before the Effective Time by mutual consent.
13. Miscellaneous Provisions.
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a. Binding Effect. This Agreement is binding on and inures to
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the benefit of the parties and their respective successors
and assigns.
b. Assignment. A party may not assign this Agreement or any
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rights under this Agreement, unless the other party consents
in writing to the assignment.
c. Amendment and Waiver. Except as this Agreement otherwise
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expressly provides, it contains the parties' entire
understanding. No modification or amendment of its terms or
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conditions is effective unless in writing and signed by the
parties, or their respective duly authorized agents.
d. Section Headings. The section headings included in this
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Agreement are for reference and convenience only and are not
a substantive part of this Agreement.
e. Counterparts. This Agreement may be executed in one or more
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counterparts. Each of these counterparts is deemed an
original and all counterparts taken together constitute one
and the same document.
f. Governing Law. This Agreement is governed by Washington
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State law, except to the extent federal law may govern
certain matters.
Dated as of July 6, 2001.
BANNER BANK BANNER BANK OF OREGON
By: /s/Gary Sirmon By: /s/Jesse S. Foster
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Gary Sirmon Jesse S. Foster
Chief Executive Officer President and Chief
Executive Officer
By: /s/Albert H. Marshall By: /s/Albert H. Marshall
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Albert H. Marshall Albert H. Marshall
Corporate Secretary Corporate Secretary
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Schedule A
Directors
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Gary Sirmon
S. Rick Meikle
Walter Pribilsky
Robert D. Adams
Steve Sundquist
Jesse G. Foster
Dean W. Mitchell
Brent A. Orrico
David B. Casper
Margaret C. Langlie
Mailing address: 10 S. First Avenue, Walla Walla, Washington 99362
Officers
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Gary Sirmon, Chief Executive Officer
S. Rick Meikle, President
Jesse G. Foster, President, Oregon Region
Lloyd Baker, Executive Vice President and Chief Financial Officer
Michael K. Larsen, Executive Vice President and Chief Lending Officer
Cynthia Purcell, Executive Vice President and Chief Operating Officer
Albert H. Marshall, Secretary
Mailing address: 10 S. First Avenue, Walla Walla, Washington 99362
Exhibit 99
BANNER CORPORATION ANNOUNCES COMPLETION OF
MERGER OF SUBSIDIARY BANKS
WALLA WALLA, Wash.--(BUSINESS WIRE) September 4, 2001 Banner Corporation
(Nasdaq: BANR - news) today announced the merger of its subsidiary banks,
Banner Bank and Banner Bank of Oregon, has been completed in accordance with
regulatory approvals. The company expects to substantially achieve the
consolidation of operations by the end of the third quarter.
"We are now operating under a single bank charter, which should eliminate
previously duplicate efforts such as regulatory reporting and other
administrative functions," stated Gary Sirmon, President and CEO. "Originally
our intent was for Banner Bank of Oregon to qualify as a community financial
institution under the Gramm-Leach-Bliley Act, allowing it to obtain long-term
Federal Home Loan Bank advances to fund small business and agribusiness loans.
However, with the release of the Act's implementing regulations, it appeared
that the benefits of additional borrowing capacity were not as substantial as
the potential efficiencies we expect to gain by operating under a single bank
charter.
"The previously announced consolidation efforts continue to progress
smoothly," said Sirmon. "The first step of our data processing conversion was
successfully completed in August. The remaining branches will be converted to
the same system by the end of September."
On July 27, 2001, Banner Corporation reported that continued strong growth in
loans and deposits for its second quarter ended June 30, 2001 resulted in a 9%
increase in revenues to $20.8 million compared to $19.2 million in the second
quarter last year. Net income for the quarter reached $4.6 million or $.39
per diluted share, compared to $4.5 million or $.40 per diluted share for the
same quarter a year ago. Total assets increased 5% to $2.0 billion at June
30, 2001 from $1.9 billion at June 30, 2000, while stockholders' equity
increased 8% to $198.3 million from $183.5 million a year ago. Banner's loan
portfolio grew 10% to $1.6 billion at June 30, 2001 from $1.4 billion at June
30, 2000, and deposits increased 9% to $1.3 billion at June 30, 2001 from $1.2
billion at June 30, 2000.
Banner Corporation is the parent of Banner Bank, a Washington state chartered
commercial bank. It operates a total of 38 branches and six loan offices in
18 counties in Washington, Oregon and Idaho. Banner serves the rapidly
growing Pacific Northwest region with a full-range of deposit services and
business, commercial real estate, construction, residential, agricultural and
consumer loans. Visit Banner Bank on the Web at www.banrbank.com.
Statements concerning future performance, developments or events, expectations
for earnings, growth and market forecasts, and any other guidance on future
periods, constitute forward-looking statements, which are subject to a number
of risks and uncertainties that are beyond the Company's control and might
cause actual results to differ materially from the expectations and stated
objectives. These factors include but are not limited to: Banner's ability to
successfully integrate the two subsidiaries, complete the conversion of
computer systems and achieve cost savings. Banner undertakes no
responsibility to update or revise any forward-looking statements.
Contact:
Banner Corporation
Gary Sirmon, 509/527-3636
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