CLARKSTON, Wash., Sept. 5 /PRNewswire-FirstCall/ -- FirstBank NW Corp.
(Nasdaq: FBNW), the holding company for FirstBank Northwest, held its Annual
Meeting of Shareholders at the Quality Inn, Clarkston, Washington, on
September 4, 2003. Clyde E. Conklin, President and Chief Executive Officer,
announced that FirstBank NW Corp.'s (FBNW) shareholders approved the merger of
Oregon Trail Financial Corp. (OTFC) with and into FBNW, including the issuance
of FBNW common stock in the merger. Following the merger of OTFC with and
into FBNW, OTFC's financial institution subsidiary, Pioneer Bank, A Federal
Savings Bank, will be merged with and into FirstBank Northwest.
Conklin also announced that shareholders of OTFC approved the merger of
OTFC with and into FBNW at the OTFC Annual Meeting of Shareholders that was
held on September 3, 2003.
The Merger Agreement entered into by FBNW and OTFC on February 24, 2003
has received final regulatory approval from the Office of Thrift Supervision
(OTS) and the Washington State Department of Financial Institutions. Approval
from the Federal Deposit Insurance Corporation (FDIC) is pending. Final
closing of the Merger is subject to receipt of all regulatory approvals and
certain other conditions.
Mr. Conklin stated that an Election Form and Letter of Transmittal would
be mailed to OTFC shareholders on September 9, 2003 for them to elect to
receive either cash or FBNW common stock in exchange for their shares of OTFC
common stock. OTFC shareholders have until 5:00 p.m., Eastern Daylight Time,
on October 14, 2003 to return their Election Form and Letter of Transmittal.
Under the terms of the Merger Agreement, shareholders of OTFC will be
entitled to receive for each share of OTFC common stock, either $22.00 in
cash, or approximately 1.028 shares of FBNW common stock, subject to the
election and allocation procedures which are intended to ensure that, in the
aggregate, 46% of the OTFC shares will be exchanged for FBNW common stock.
The transaction is intended to qualify as a tax-free reorganization for
federal income tax purposes with the result that OTFC shares of common stock
be exchanged for FBNW shares of common stock on a tax-free basis.
In other business conducted at the Annual Meeting of Shareholders of FBNW,
shareholders reelected Steve R. Cox, W. Dean Jurgens, and Clyde E. Conklin as
directors of FBNW for three year terms, and approved the appointment of
Moss-Adams, LLP as FBNW's independent auditors for the fiscal year ending
March 31, 2004. No other business was transacted at the meeting.
"FirstBank continues to demonstrate sound growth in assets, income and
market share," said Conklin. "We are pleased with the approval from
shareholders of the merger of OTFC as the resulting company will enhance our
ability to efficiently deliver products and services with the longstanding
tradition of personal service and community involvement. Additionally, this
merger enhances current FBNW shareholder value and demonstrates our long term
objective to building value for our shareholders."
FirstBank NW Corp. is the parent of FirstBank Northwest. Founded in 1920,
FirstBank Northwest is based in Clarkston, Washington, and is known as the
local community bank, offering its customers highly personalized service in
the many communities it serves.
Statements concerning future performance, developments or events,
concerning expectations regarding expansion opportunities, technology
efficiencies, new products and services, and any other guidance on future
periods, constitute forward-looking statements which are subject to a number
of risks and uncertainties including interest rate fluctuations, regional
economic conditions, competitive factors, and government and regulatory
actions that might cause actual results to differ materially from stated
expectations.
SOURCE FirstBank NW Corp.
 back to top
Related links:
http://www.fbnw.com
CONTACT:
Clyde E. Conklin, President & CEO of
FirstBank NW Corp., +1-509-295-5100
|
