SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
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, 2003
FirstBank NW Corp.
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(Exact name of registrant as specified in its charter)
Washington 0-22435 84-1389562
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State or other jurisdiction Commission (I.R.S. Employer
of incorporation File Number Identification No.)
1300 16th Avenue, Clarkston, Washington 99403
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number (including area code) (509) 295-5100
Not Applicable
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(Former name or former address, if changed since last report)
Item 5. Other Events
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On October 31, 2003, FirstBank NW Corp. ("FirstBank") and its
wholly-owned subsidiary, FirstBank Northwest consummated the previously
announced acquisition of Oregon Trail Financial Corp. ("Oregon Trail") and its
wholly-owned subsidiary, Pioneer Bank, A Federal Savings Bank, pursuant to the
Merger Agreement, dated as of February 24, 2003, by and between FirstBank and
Oregon Trail.
The merger was completed through the merger of Oregon Trail with and into
FirstBank with FirstBank being the surviving corporation in the merger.
Pursuant to the terms of the Merger Agreement, Oregon Trail shareholders who
elected to receive FirstBank stock received 1,480,064 shares of FirstBank
common stock and Oregon Trail shareholders who elected to receive cash
received $22.00 in cash for each share of Oregon Trail common stock. Oregon
Trail shareholders who elected to receive shares of FirstBank common stock
also received a cash payment for their shares, at a rate of $22.00 per share,
because there were not enough available shares of FirstBank common stock to be
exchanged for their Oregon Trail shares. FirstBank issued a total of
approximately 1,480,064 shares and paid a total of approximately $36.5 million
in cash to the former Oregon Trail shareholders. FirstBank issued the stock
consideration out of its authorized but unissued shares and received dividends
from FirstBank Northwest, and obtained a third-party bridge loan to pay the
cash consideration.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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(a) Financial Statements of Businesses Acquired.
The historical consolidated financial statements of Oregon Trail,
including its consolidated balance sheets as of September 30, 2003, March 31,
2003 and March 31, 2002, and the related consolidated statements of operations
and comprehensive income (loss), changes in stockholders' equity and cash
flows for each of the years then ended, which are included in FirstBank's
Registration Statement on Form S-4 (File No. 333-106522), are incorporated
herein by reference.
(b) Pro Forma Financial Information.
The unaudited pro forma condensed combined financial statements set forth
below reflect consummation of the merger between FirstBank and Oregon Trail as
if the merger had been consummated on September 30, 2003. The unaudited pro
forma condensed combined statements of income for each of FirstBank and Oregon
Trail for the six months ended September 30, 2003 and for the year ended March
31, 2003 were prepared as if the merger had been consummated on September 30,
2003.
The unaudited pro forma condensed combined financial statements and notes
thereto reflect the application of the purchase method of accounting. Under
the purchase method of accounting, the assets and liabilities of Oregon Trail
are recorded on the books of FirstBank at their fair value as of the effective
time of the merger. The difference between the cost of Oregon Trail and the
fair value of its identifiable assets, less the fair value of its liabilities,
will be recorded as goodwill. The
unaudited pro forma condensed combined financial statements included herein
are not necessarily indicative of the future results of operations or the
future financial position of the combined entities or the results of
operations and financial position of the combined entities that would have
actually occurred had the transactions been in effect as of the dates or for
the periods presented. Such information does not include any pro forma
adjustments relating to any future revenue enhancements and reductions in
expenses that may be realized.
FIRSTBANK NW CORP.
OREGON TRAIL FINANCIAL CORP.
Unaudited Pro Forma Condensed Combined Balance Sheet
(In thousands, except share data)
At Sept 30, At Sept 30, At Sept 30,
2003 2003 ProForma 2003
FBNW OTFC Adjustments Combined
----------- ----------- ----------- -----------
ASSETS
Cash and cash equivalents $ 34,282 $ 10,026 $(4,555) $ 39,753
Investment securities:
Available-for-sale 17,250 64,117 81,367
Held-to-maturity 0 0
Mortgage-backed securities:
Held-to-maturity 1,873 0 1,873
Available-for-sale 5,796 61,525 67,321
Loans receivable, net
(Note 2) 246,709 200,624 (43) 447,290
Loans held for sale 9,560 0 9,560
Accrued interest receivable 2,120 1,727 3,847
Real estate owned 663 164 827
Stock in FHLB, at cost 5,882 6,740 12,622
Premises and equipment, net 8,772 8,464 387 17,623
Cash surrender value of life
insurance policies 7,497 14,244 21,741
Mortgage servicing assets 883 0 883
Prepaid expenses and other
assets 1,829 374 1,643 3,846
Core deposit intangibles, net 0 65 3,876 3,941
Goodwill 0 0 19,027 19,027
-------- -------- ------- --------
TOTAL ASSETS $343,116 $368,070 $20,335 $731,521
======== ======== ======= ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Deposits $229,515 $248,898 $ 2,175 $480,588
Advances from borrowers
for taxes and insurance 1,014 18 1,032
Advances from FHLB and
other borrowings 76,972 55,100 3,969 136,041
Bridge Loan 0 0 36,500 36,500
Federal and state income
taxes (deferred and current) 284 602 886
Accrued expenses and other
liabilities 3,938 2,019 1,468 7,425
-------- -------- ------- --------
TOTAL LIABILITIES 311,723 306,637 44,112 662,472
-------- -------- ------- --------
Commitments and contingencies (Note 3)
Stockholders' Equity (Note 3):
Preferred stock, $.01 par
value, 500,000 shares
authorized; 0 shares issued
and outstanding 0 0 0 0
Common stock, $.01 par value,
5,000,000 shares authorized;
2,870,556 shares issued;
2,787,226 shares outstanding 14 29 (14) 29
Additional paid-in-capital 10,053 24,300 13,341 47,694
Retained earnings,
substantially restricted 21,298 37,687 (37,687) 21,298
Unearned ESOP shares (844) (537) 537 (844)
Deferred compensation (38) (675) 675 (38)
Accumulated other
comprehensive income
(loss) 910 629 (629) 910
-------- -------- ------- --------
Total Stockholders' Equity 31,393 61,433 (23,777) 69,049
-------- -------- ------- --------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $343,116 $368,070 $20,335 $731,521
======== ======== ======= ========
FIRSTBANK NW CORP.
OREGON TRAIL FINANCIAL CORP.
Unaudited Pro Forma Condensed Combined Balance Sheet
(In thousands, except share data)
At Mar 31, At Mar 31, At Mar 31,
2003 2003 ProForma 2003
FBNW OTFC Adjustments Combined
---------- --------- ----------- ---------
ASSETS
Cash and cash equivalents $ 24,741 $ 9,114 $ (4,555) $ 29,300
Investment securities:
Available-for-sale 16,813 44,319 61,132
Held-to-maturity 0 0 0
Mortgage-backed securities:
Held-to-maturity 1,969 0 1,969
Available-for-sale 7,649 63,616 71,265
Loans receivable, net (Note 2) 251,805 227,093 (43) 478,855
Loans held for sale 5,214 1,134 6,348
Accrued interest receivable 1,882 1,906 3,788
Real estate owned 120 302 422
Stock in FHLB, at cost 5,731 6,727 12,458
Premises and equipment, net 7,210 8,719 387 16,316
Cash surrender value of life
insurance policies 7,272 13,911 21,183
Mortgage servicing assets 826 0 826
Prepaid expenses and other assets 1,167 574 1,643 3,384
Core deposit intangibles, net 0 70 3,876 3,946
Goodwill 0 0 19,027 19,027
-------- -------- -------- --------
TOTAL ASSETS $332,399 $377,485 $ 20,335 $730,219
======== ======== ======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Deposits $214,340 $249,126 $ 2,175 $465,641
Advances from borrowers for
taxes and insurance 1,192 38 1,230
Advances from FHLB & other
borrowings 81,816 64,500 3,969 150,285
Bridge Loan 0 0 36,500 36,500
Federal and state income taxes
(deferred and current) 454 1,231 1,685
Accrued expenses and other
liabilities 4,533 2,483 1,468 8,484
-------- -------- -------- --------
TOTAL LIABILITIES 302,335 317,378 44,112 663,825
-------- -------- -------- --------
Commitments and contingencies (Note 3)
Stockholders' Equity (Note 3):
Preferred stock, $.01 par value,
500,000 shares authorized; 0
shares issued and outstanding 0 0 0 0
Common stock, $.01 par value,
5,000,000 shares authorized;
2,861,056 shares issued;
2,758,595 shares outstanding 14 29 (14) 29
Additional paid-in-capital 9,842 23,815 12,500 46,157
Retained earnings, substantially
restricted 20,214 36,098 (36,098) 20,214
Unearned ESOP shares (884) (805) 805 (884)
Deferred compensation (157) (881) 881 (157)
Accumulated other comprehensive
income (loss) 1,035 1,851 (1,851) 1,035
-------- -------- -------- --------
Total Stockholders' Equity 30,064 60,107 (23,777) 66,394
-------- -------- -------- --------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $332,399 $377,485 $ 20,335 $730,219
======== ======== ======== ========
FIRSTBANK NW CORP.
OREGON TRAIL FINANCIAL CORP.
Unaudited Pro Forma Condensed Combined Balance Sheet
(In thousands, except share data)
At Mar 31, At Mar 31, At Mar 31,
2002 2002 ProForma 2002
FBNW OTFC Adjustments Combined
---------- --------- ----------- ---------
ASSETS
Cash and cash equivalents $ 24,012 $ 7,795 $ (4,555) $ 27,252
Investment securities:
Available-for-sale 12,524 18,319 30,843
Held-to-maturity 0 0 0
Mortgage-backed securities:
Held-to-maturity 2,140 0 2,140
Available-for-sale 9,292 74,100 83,392
Loans receivable, net (Note 2) 234,396 265,863 (43) 500,216
Loans held for sale 3,740 0 3,740
Accrued interest receivable 1,913 2,308 4,221
Real estate owned 424 58 482
Stock in FHLB, at cost 5,380 6,315 11,695
Premises and equipment, net 5,507 9,466 387 15,360
Cash surrender value of life
insurance policies 6,850 13,243 20,093
Mortgage servicing assets 1,017 0 1,017
Prepaid expenses and other assets 645 819 1,643 3,107
Core deposit intangibles, net 0 80 3,876 3,956
Goodwill 0 0 19,027 19,027
-------- -------- -------- --------
TOTAL ASSETS $307,840 $398,366 $ 20,335 $726,541
======== ======== ======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Deposits $196,123 $256,078 $ 2,175 $454,376
Advances from borrowers for
taxes and insurance 1,396 37 1,433
Advances from FHLB & other
borrowings 79,722 87,100 3,969 170,791
Bridge Loan 0 0 36,500 36,500
Federal and state income taxes
(deferred and current) 185 17 0 202
Accrued expenses and other
liabilities 2,602 2,311 1,468 6,381
-------- -------- -------- --------
TOTAL LIABILITIES 280,028 345,543 44,112 669,683
-------- -------- -------- --------
Commitments and contingencies (Note 3)
Stockholders' Equity (Note 3):
Preferred stock, $.01 par value,
500,000 shares authorized; 0
shares issued and outstanding 0 0 0 0
Common stock, $.01 par value,
5,000,000 shares authorized;
2,916,456 shares issued;
2,790,688 shares outstanding 14 31 (16) 29
Additional paid-in-capital 10,843 22,965 6,066 39,874
Retained earnings, substantially
restricted 18,145 32,042 (32,042) 18,145
Unearned ESOP shares (970) (1,341) 1,341 (970)
Deferred compensation (393) (1,253) 1,253 (393)
Accumulated other comprehensive
income (loss) 173 379 (379) 173
-------- -------- -------- --------
Total Stockholders' Equity 27,812 52,823 (23,777) 56,858
-------- -------- -------- --------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $307,840 $398,366 $ 20,335 $726,541
======== ======== ======== ========
FIRSTBANK NW CORP.
OREGON TRAIL FINANCIAL CORP.
Unaudited Pro Forma Condensed Combined Statements of Income
(In thousands, except share data)
For the Six For the Six For the Six
Months Ended Months Ended Months Ended
9/30/03 9/30/03 ProForma 9/30/03
FBNW OTFC Adjustments Combined
------------ ----------- ----------- ------------
INTEREST INCOME
Loans receivable $ 8,943 $ 7,859 $ 6 $16,808
Mortgage backed securities 348 1,565 1,913
Investment securities 377 844 1,221
Other 437 176 613
------- ------- ----- -------
Total interest income 10,105 10,444 6 20,555
------- ------- ----- -------
INTEREST EXPENSE
Deposits 2,078 1,973 (551) 3,500
FHLB advances and other
borrowings 1,993 1,688 51 3,732
------- ------- ----- -------
Total interest expense 4,071 3,661 (500) 7,232
------- ------- ----- -------
Net interest income 6,034 6,783 506 13,323
Provision for loan loss 256 100 356
------- ------- ----- -------
Net interest income after
provision for loan loss 5,778 6,683 506 12,967
------- ------- ----- -------
NON-INTEREST INCOME
Gain on sale of loans 1,370 310 1,680
Gain on sale of securities 0 0 0
Service fees and charges 1,112 1,337 2,449
Commissions and other 67 352 419
------- ------- ----- -------
Total non-interest income 2,549 1,999 4,548
------- ------- ----- -------
NON-INTEREST EXPENSE
Compensation and related
benefits 3,876 3,670 7,546
Occupancy and depreciation 698 711 1,409
Data processing 309 232 541
Amortization of core deposit
intangible 0 5 5
Marketing expense 160 57 217
FDIC insurance premium 15 21 36
State and local taxes 8 0 8
Telecommunications 96 112 208
Professional fees 75 61 136
Other 1,057 657 359 2,073
------- ------- ----- -------
Total non-interest expense 6,294 5,526 359 12,179
------- ------- ----- -------
NET INCOME BEFORE INCOME TAXES 2,033 3,156 147 5,336
INCOME TAX EXPENSE 560 899 56 1,515
------- ------- ----- -------
NET INCOME $ 1,473 $ 2,257 $ 91 $ 3,821
======= ======= ===== =======
Earning per common share:
Basic $ 1.14 $ 0.76 $0.06 $ 1.38
Diluted $ 1.09 $ 0.71 $0.05 $ 1.25
Weighted average number of
shares outstanding:
Basic 1,287,650 2,981,375 1,480,064 2,767,714
Diluted 1,353,745 3,190,302 1,700,271 3,054,016
FIRSTBANK NW CORP.
OREGON TRAIL FINANCIAL CORP.
Unaudited Pro Forma Condensed Combined Statements of Income
(In thousands, except share data)
For the For the For the
Year Ended Year Ended Year Ended
3/31/03 3/31/03 ProForma 3/31/03
FBNW OTFC Adjustments Combined
------------ ----------- ----------- ------------
INTEREST INCOME
Loans receivable $18,233 $18,964 $ 12 $37,209
Mortgage backed securities 729 4,414 5,143
Investment securities 692 1,042 1,734
Other 921 412 1,333
------- ------- ----- -------
Total interest income 20,575 24,832 12 45,419
------- ------- ----- -------
INTEREST EXPENSE
Deposits 4,643 5,302 (996) 8,949
FHLB advances 4,067 3,872 99 8,038
------- ------- ----- -------
Total interest expense 8,710 9,174 (897) 16,987
------- ------- ----- -------
Net interest income 11,865 15,658 909 28,432
Provision for loan loss 1,033 321 1,354
------- ------- ----- -------
Net interest income after
provision for loan loss 10,832 15,337 909 27,078
------- ------- ----- -------
NON-INTEREST INCOME
Gain on sale of loans 2,434 352 2,786
Gain on sale of securities 0 0 0
Service fees and charges 2,097 2,340 4,437
Commissions and other 161 759 920
------- ------- ----- -------
Total non-interest income 4,692 3,451 0 8,143
------- ------- ----- -------
NON-INTEREST EXPENSE
Compensation and related
benefits 7,057 6,722 13,779
Occupancy and depreciation 1,260 1,516 2,776
Data processing 447 462 909
Amortization of core deposit
intangible 0 10 10
Marketing expense 309 375 684
FDIC insurance premium 30 44 74
State and local taxes 32 0 32
Telecommunications 192 292 484
Professional fees 233 748 981
Other 2,139 1,094 717 3,950
------- ------- ----- -------
Total non-interest expense 11,699 11,263 717 23,679
------- ------- ----- -------
NET INCOME BEFORE INCOME TAXES 3,825 7,525 192 11,542
INCOME TAX EXPENSE 1,053 2,371 74 3,498
------- ------- ----- -------
NET INCOME $ 2,772 $ 5,154 $ 118 $ 8,044
======= ======= ===== =======
Earnings per common share:
Basic $ 2.15 $ 1.78 $0.08 $ 2.91
Diluted $ 2.07 $ 1.67 $0.07 $ 2.70
Weighted average number of
shares outstanding:
Basic 1,287,967 2,902,501 1,480,064 2,768,031
Diluted 1,341,111 3,081,535 1,636,628 2,977,739
FIRSTBANK NW CORP.
OREGON TRAIL FINANCIAL CORP.
Notes to Unaudited Pro Forma Condensed
Combined Financial Statements
1. Basis of Presentation
The unaudited pro forma condensed combined balance sheets as of September
30, 2003, March 31, 2003 and March 31, 2002 have been prepared as if the
merger had been consummated on September 30, 2003. The unaudited pro forma
condensed combined statements of income for FirstBank and for Oregon Trail for
the six months ended September 30, 2003 and for the year ended March 31, 2003
were prepared as if the merger had been consummated on September 30, 2003.
The unaudited pro forma condensed combined financial statements are based
on historical financial statements of FirstBank and Oregon Trail after giving
effect to the merger under the purchase method of accounting and the
assumptions and adjustments in the notes that follow.
Assumptions relating to the pro forma adjustments set forth in the
unaudited pro forma condensed combined financial statements are summarized as
follows:
* Estimated fair values - Estimated fair values for securities, loans
and deposits were obtained from appropriate valuation methodologies
and market information used in accordance with Statement of
Financial Accounting Standards (SFAS) No. 107, Disclosures About
Values of Financial Instruments.
* The resulting premium on loans for purposes of these pro forma
financial statements is being amortized to interest income using an
accelerated method over the weighted lives of 3.67 years which
approximate a constant yield to maturity. The premium on deposits
will be amortized using an accelerated method over a weighted
average life of 5.5 years to interest expense which approximate a
constant yield to maturity. A core deposit intangible analysis was
performed that concluded there was $3,876,000 in core deposit
intangible created as a result of the merger and is being amortized
to interest expense using an accelerated amortization method that
approximates a constant yield to maturity.
2. Acquisition Cost
The cost to acquire Oregon Trail is 3,108,657 shares of Oregon Trail
common stock (plus all options at a cost of $4,563,100 to purchase Oregon
Trail's common stock) multiplied by the per share price of $22.00. These
shares will be exchanged for 51.72010% cash and 48.27990% of FirstBank common
stock.
(In thousands)
Cash consideration is made up of:
51.72010% of the 3,002,885 shares of Oregon Trail common
stock at $22.00 per share options cost of $34,168,860,
cash options for 105,772 shares consisting of $2,326,984
at $22.00 per share, and cash for fractional shares of $3,826 $36,500
Stock consideration is the issuance of FirstBank common stock
for 48.27990% of 3,002,885 shares of Oregon Trail common stock 33,227
-------
Total stock and cash consideration for Oregon Trail shares 69,727
Acquisition costs
FirstBank:
Transaction costs 5,460
Fair value of unexercised Oregon Trail stock options 4,563
-------
Total acquisition cost $79,750
=======
3. Purchase accounting adjustments recorded for the merger were as follows
(in thousands):
Oregon Trail net assets at historical cost at September 30, 2003 $61,909
Fair value adjustments:
Core deposit intangible 3,876
Loans receivable, net (43)
Deposits (2,175)
Fixed assets 387
Premium on FHLB advances (3,969)
-------
Sub-total net fair value adjustments (1,924)
Tax effect of fair value adjustments 738
-------
Net assets acquired (1,186)
(1,186)
-------
$60,723
=======
4. Excess of cost over fair value of net assets acquired for the merger was
calculated as follows (in thousands):
Total cost $79,750
Net assets acquired 60,723
-------
Total excess of cost over fair value of net assets
acquired from the merger $19,027
=======
5. Pro forma adjustments to interest income and interest expense were
calculated for the merger as follows (in thousands):
For the Six For the Year
Months Ended Ended
Sept 30, 2003 March 31, 2003
------------- --------------
debit / (credit)
Income effects of amortization:
Loans (3.67 yrs) $ (6) $ (12)
Deposits (5.5 yrs) (551) (996)
Core deposit intangible (5.5 yrs) 353 705
FHLB advance premium (27.75 yrs) (433) (868)
Fixed assets (32 yrs) 6 12
Bridge loan 484 967
------ ------
Subtotal (147) (192)
Income tax 56 74
------ ------
Total income effect $ (91) $ (118)
====== ======
6. Income tax expense was calculated using FirstBank effective tax rate of
38.36%.
7. Basic earnings per common share for the six months ended September 30,
2003 and year ended March 31, 2003 is calculated by dividing net income by the
average number of common shares outstanding. Diluted earnings per common
share is calculated using the same method as basic earning per common share,
but reflects potential dilution of common share equivalents. Basic and
diluted weighted average number of common stock and common stock equivalents
utilized for the calculation of earnings per share for the periods presented
were calculated using FirstBank historical weighted average common stock and
common stock equivalents plus 1,480,064 shares issued to Oregon Trail
shareholders under the terms of the merger.
8. The following table summarizes the estimated impact of the amortization and the accretion of the
purchase accounting adjustments made in connection with the merger on FirstBank results of operations (in
thousands):
For the five For the year For the year For the year For the year
months ended ended ended ended ended
March 31, 2004 March 31, 2005 March 31, 2006 March 31, 2007 March 31, 2008 Thereafter
-------------- -------------- -------------- -------------- -------------- ----------
<s> <c> <c> <c> <c> <c> <c>
Amortization
(accretion)
Loans receivable,
net $ (5) $ (12) $ (12) $ (12) $ (2) $ 0
Deposits (459) (827) (491) (254) (123) (21)
Core deposit
intangibles 294 705 705 705 705 762
Premium on FHLB
advances (362) (834) (600) (463) (362) (1,348)
Fixed assets 5 12 12 12 12 334
Core deposit intangible is amortized on an accelerated basis over 5.5
years. The estimated amortization for the six months ended September 30, 2003
and year ended March 31, 2003 is $353 and $705, respectively.
(c) Exhibits.
Exhibit Description
- ------- -----------
2 Merger Agreement dated February 24, 2003 by and among FirstBank NW
Corp. And Oregon Trail Financial Corp. (Incorporated by reference
to FirstBank NW Corp.'s Current Report on Form 8-K filed on
February 25, 2003.)
23 Consent of Moss-Adams, LLP.
99 Press Release dated November 3, 2003 (Incorporated by reference
FirstBank NW Corp.'s Current Report on Form 8-K filed on November
17, 2003).
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.
FIRSTBANK NW CORP.
Date: January 16, 2004 By: /s/ Clyde E. Conklin
-----------------------
Clyde E. Conklin
President and Chief Executive Officer
Exhibit 23
Consent of Moss-Adams, LLP
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference in the Current Report on
Form 8-K of FirstBank NW Corp. of our report dated April 18, 2003, on the
consolidated balance sheets of Oregon Trail Financial Corp. and Subsidiary as
of March 31, 2003, 2002, and 2001, and the related consolidated statements of
operations, stockholders' equity, and cash flows for each of the years in the
year ended March 31, 2003, which appears in the Registration Statement on Form
S-4 of FirstBank NW Corp. (File No. 333-106522).
/s/ Moss Adams LLP
Spokane, Washington
January 15, 2004