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): November 9, 2006
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
N/A
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(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
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act
Item 8.01 Other Events
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FirstBank NW Corp. ("FirstBank") and Sterling Financial Corporation
("Sterling") announced that FirstBank's shareholders approved
FirstBank's proposed merger with Sterling at a meeting of FirstBank's
shareholders held on November 8, 2006.
Under the terms of the merger agreement, each share of FirstBank common
stock will be converted into the right to receive 0.7890 shares of
Sterling common stock and $2.55 in cash. The transaction remains
subject to customary closing conditions, including the receipt of
necessary regulatory approvals, and is expected to close during
FirstBank's third fiscal quarter ending December 31, 2006. A copy of
the joint press release issued by FirstBank and Sterling on November 8,
2006 announcing the approval of the merger by FirstBank shareholders is
included as Exhibit 99.1 to this report.
Item 9.01 Financial Statements and Exhibits
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(c) Exhibits
99.1 Joint press release dated November 8, 2006.
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ADDITIONAL INFORMATION AND WHERE TO FIND IT
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Sterling has filed with the Securities and Exchange Commission a registration
statement on Form S-4, and FirstBank has mailed a proxy statement/prospectus to
its security holders, containing information about the transaction. In addition
to the registration statement filed by Sterling and the proxy
statement/prospectus mailed to the security holders of FirstBank, Sterling and
FirstBank file annual, quarterly and current reports, proxy statements and other
information with the Securities and Exchange Commission. Investors and security
holders may obtain a free copy of the proxy statement/prospectus and other
relevant documents and any other documents filed with the Securities and
Exchange Commission at its website at www.sec.gov. The documents filed by
Sterling may also be obtained free of charge from Sterling by requesting them in
writing at Sterling Financial Corporation, 111 North Wall Street, Spokane, WA
99201, or by telephone at (509) 227-5389. In addition, investors and security
holders may access copies of the documents filed with the Securities and
Exchange Commission by Sterling on its website at
www.sterlingfinancialcorporation-spokane.com. The documents filed by FirstBank
may also be obtained by requesting them in writing at FirstBank NW Corp., 1300
16th Avenue, Clarkston, WA 99403 or by telephone at (509) 295-5100. In addition,
investors and security holders may access copies of the documents filed with the
Securities and Exchange Commission by FirstBank on its website at www.fbnw.com.
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FORWARD-LOOKING STATEMENTS
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This press release contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. These forward-looking
statements include, but are not limited to, statements about: (i) the benefits
of the merger between Sterling and FirstBank, including future financial and
operating results, cost savings enhancements to revenue and accretion to
reported earnings that may be realized from the merger; (ii) Sterling's and
FirstBank's plans, objectives, expectations and intentions and other statements
contained in this presentation that are not historical facts; and (iii) other
statements identified by words such as "expects," "anticipates," "intends,"
"plans," "believes," "seeks," "estimates," or words of similar meaning generally
intended to identify forward-looking statements. These forward-looking
statements are based upon the current beliefs and expectations of the management
of Sterling and FirstBank, and are inherently subject to significant business,
economic and competitive uncertainties and contingencies, many of which are
beyond our control. In addition, these forward-looking statements are subject to
assumptions with respect to future business strategies and decisions that are
subject to change. Actual results may differ materially from the anticipated
results discussed in these forward-looking statements because of numerous
possible uncertainties.
The following factors, among others, could cause actual results to differ
materially from the anticipated results or other expectations expressed in the
forward-looking statements: (1) the businesses of Sterling and FirstBank may not
be combined successfully, or such combination may take longer, be more
difficult, time-consuming or costly to accomplish than expected; (2) the
expected growth opportunities or cost savings from the merger may not be fully
realized or may take longer to realize than expected; (3) operating costs,
customer losses and business disruption following the merger, including adverse
effects on relationships with employees, may be greater than expected; (4)
governmental approvals of the merger may not be obtained, or adverse regulatory
conditions may be imposed in connection with governmental approvals of the
merger; (5) adverse governmental or regulatory policies may be enacted; (6) the
interest rate environment may further compress margins and adversely affect net
interest income; (7) results may be adversely affected by continued
diversification of assets and adverse changes to credit quality; (8) competition
from other financial services companies in Sterling's and FirstBank's markets
could adversely affect operations; and (9) an economic slowdown could adversely
affect credit quality and loan originations. Additional factors, that could
cause actual results to differ materially from those expressed in the
forward-looking statements are discussed in Sterling's and FirstBank's reports
(such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current
Reports on Form 8-K) filed with the Securities and Exchange Commission and
available on the SEC's website at www.sec.gov. The documents filed by Sterling,
may also be obtained free of charge from Sterling by requesting them in writing
at Sterling Financial Corporation, 111 North Wall Street, Spokane, WA 99201, or
by telephone at (509) 227-5389. In addition, investors and security holders may
access copies of the documents filed with the Securities and Exchange Commission
by Sterling on its website at www.sterlingfinancialcorporation-spokane.com. The
documents filed by FirstBank may also be obtained by requesting them in writing
at FirstBank NW Corp., 1300 16th Avenue, Clarkston, WA 99403 or by telephone at
(509) 295-5100. In addition, investors and security holders may access copies of
the documents filed with the Securities and Exchange Commission by FirstBank on
its website at www.fbnw.com.
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Sterling and FirstBank caution that the foregoing list of factors is not
exclusive. All subsequent written and oral forward-looking statements concerning
the proposed transaction or other matters attributable to Sterling or FirstBank
or any person acting on their behalf are expressly qualified in their entirety
by the cautionary statements above. Sterling and FirstBank do not undertake any
obligation to update any forward-looking statement to reflect circumstances or
events that occur after the date the forward-looking statements are made.
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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.
FIRSTBANK NW CORP.
Date: November 9, 2006 By: /s/ CLYDE E. CONKLIN
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Clyde E. Conklin
President and Chief Executive Officer
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