SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): February 24, 2003
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Oregon Trail Financial Corp.
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(Exact Name of Registrant as Specified in its Charter)
Oregon 0-22953 91-1829481
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
Of Incorporation) Identification No.)
2055 First Street, Baker City, Oregon 97814
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(Address of Principal Executive Offices) (Zip Code)
(541) 523-6327
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(Registrant's Telephone Number, Including Area Code)
N/A
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(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events and Required FD Disclosure.
On February 24, 2003, Oregon Trail Financial Corp. ("OTFC"), the parent
holding company for Pioneer Bank, Baker City, Oregon, entered into a Merger
Agreement (the "Agreement") with FirstBank NW Corp. ("OTFC"), the parent
holding company for FirstBank Northwest, Lewistown, Idaho, pursuant to which
OTFC will be merged with and into FBNW (the "Merger"). The Agreement calls
for FBNW to pay consideration of $22.00 in cash or approximately 1.028 shares
of FBNW common stock for each outstanding share of OTFC common stock, subject
to election procedures. The Agreement provides that upon consummation of the
Merger, and subject to certain further terms, conditions, limitations,
procedures and adjustments set forth in the Agreement, each issued and
outstanding share of common stock, par value $0.01 per share, of OTFC ("OTFC
Common Stock") shall, by virtue of the Merger be converted into and represent
the right to receive the following consideration: (i) $22.00 in cash or (ii) a
number of shares of FBNW common stock, par value $0.01 per share ("FBNW Common
Stock"), which is equal to the quotient, rounded to the nearest one thousandth
determined by dividing (x) 1,480,064 (the number of shares of FBNW to be
issued in the Merger) by (y) the number of shares of OTFC Common Stock issued
and outstanding (including any shares issued as a result of the exercise of
OTFC Options) minus 1,659,091 (the number of shares of OTFC Common Stock
receiving cash), subject to adjustment. All options to purchase OTFC Common
Stock outstanding upon consummation of the Merger will be converted into
options to acquire FBNW Common Stock. In addition, Pioneer Bank will merge
with FirstBank Northwest.
The Merger is subject to various conditions, including the approval of
the Agreement by OTFC's and FBNW's stockholders and the receipt of approvals
of state and federal regulatory authorities. The Merger is currently expected
to close late in the fourth quarter of 2003. Each of the directors of OTFC
has agreed to vote his shares for the Merger.
Pursuant to the Agreement, OTFC has agreed to pay FBNW a termination fee
of $3.5 million in the event the Agreement is terminated under certain
conditions, including any agreement between OTFC and a third party to engage
in a merger or consolidation.
In connection with the execution of the Agreement, FBNW also entered
into a Standstill Agreement with Joseph Stilwell and his affiliated entities.
A copy of the Standstill Agreement is incorporated by reference herein as
Exhibit 99.2.
The foregoing information does not purport to be complete and is
qualified in its entirety by reference to the Agreement incorporated by
reference herein as Exhibit 2.1 and made a part hereof by reference thereto.
The joint press release issued by OTFC and IBKC on February 24, 2003 also is
incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
See Exhibit Index
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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.
OREGON TRAIL FINANCIAL CORP.
Date: February 26, 2003 By: /s/ Berniel L. Maughan
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Berniel L. Maughan
President and Chief Executive Officer
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EXHIBIT INDEX
Exhibit Number Description
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2.1* Merger Agreement, dated as of February 24,
2003, by and between FirstBank NW Corp. and
Oregon Trail Financial Corp.
99.1* Press release dated February 24, 2003 issued
jointly on February 24, 2003 by FirstBank NW
Corp. and Oregon Trail Financial Corp.
99.2* Standstill Agreement, dated February 24, 2003,
by and among FirstBank NW Corp. and Stilwell
Associates, L.P., a Delaware limited partnership,
Stilwell Value Partners II, L.P., a Delaware
limited partnership, Stilwell Value LLC, a
Delaware limited liability company, and Joseph
Stilwell.
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(*) Incorporated by reference from the Form 8-K filing made with the
Securities and Exchange Commission on February 25, 2003 by FirstBank NW
Corp. (SEC File No. 000-22435).