UNITED STATES
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): September 8, 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 21, 2003, FirstBank NW Corp. ("FirstBank") entered into a
Merger Agreement (the "Agreement") with Oregon Trail Financial Corp. ("Oregon
Trail"), Baker City, Oregon. Under the terms of the Agreement, Oregon Trail
will be merged with and into FirstBank. The Agreement also provides for the
merger of Oregon Trail's subsidiary financial institution, Pioneer Bank, A
Federal Savings Bank, with and into FirstBank's subsidiary financial
institution, FirstBank Northwest.
Under the terms of the Agreement, Oregon Trail shareholders may elect to
receive either $22.00 in cash or 1.031 shares of FirstBank common stock in
exchange for their shares of Oregon Trail common stock. The election of the
Oregon Trail shareholders will be subject to the allocation and proration
procedures set forth in the Agreement such that the transaction will qualify
as a tax free reorganization for federal income tax purposes. The aggregate
purchase price for the transaction is approximately $73.9 million.
On September 8, 2003, Oregon Trail issued a press release announcing the
mailing of election forms to shareholders of Oregon Trail as of September 5,
2003. Oregon Trail shareholders purchasing stock after September 5, 2003,
will not have the opportunity to make an election, but will receive either
cash or stock, or some combination of cash and stock according to these
allocation and proration procedures. Oregon Trail shareholders have until
5:00 p.m., Eastern Daylight Time, on October 14, 2003 to return their Election
Form and Letter of Transmittal. The specific terms and requirements that need
to be followed for shareholders to make a proper election are contained in the
election materials.
For additional information regarding the terms of the proposed
transaction, reference is made to the Agreement and the press release dated
September 8, 2003, which is attached hereto as Exhibit 99 and incorporated
herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
See Exhibits 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: September 9, 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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99 Press release dated September 8, 2003 issued by
Oregon Trail Financial Corp. announcing the
mailing of election forms.