-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GEF0mU0yAX8pcm7UW/64gEwB2zj6VNfSSoVnw4sdhlp6iHo7mi9KSDfK9u2l3cc+ 7iaoPvcfRgIpawNuCOShGw== 0001104659-06-029821.txt : 20060501 0001104659-06-029821.hdr.sgml : 20060501 20060501170446 ACCESSION NUMBER: 0001104659-06-029821 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20060501 DATE AS OF CHANGE: 20060501 GROUP MEMBERS: JEFFERY D. GOW GROUP MEMBERS: STEVE WASSON FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CRESCENT CAPITAL VI LLC CENTRAL INDEX KEY: 0001276514 IRS NUMBER: 912081553 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 11624 SE 5TH ST STREET 2: SUITE 200 CITY: BELLEVUE STATE: WA ZIP: 98005 BUSINESS PHONE: 5255867700 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FIRSTBANK NW CORP CENTRAL INDEX KEY: 0001035513 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED [6036] IRS NUMBER: 841389562 STATE OF INCORPORATION: WA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-53399 FILM NUMBER: 06796000 BUSINESS ADDRESS: STREET 1: 1300 16TH AVENUE CITY: CLARKSTON STATE: WA ZIP: 99403 BUSINESS PHONE: 5092955100 MAIL ADDRESS: STREET 1: 1300 16TH AVENUE CITY: CLARKSTON STATE: WA ZIP: 99403 FORMER COMPANY: FORMER CONFORMED NAME: FIRSTBANK CORP/ID DATE OF NAME CHANGE: 19970312 SC 13D/A 1 a06-10724_1sc13da.htm AMENDMENT

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

	SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 6)*

FirstBank NW Corp

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

33762X106

(CUSIP Number)

Matthew S. Topham, Esq.
Preston Gates & Ellis LLP	Jeffery D. Gow
925 Fourth Avenue, Suite 2900	11624 S.E. 5th Street, Suite 200
Seattle, WA 98104	Bellevue, WA 98005
(206) 623-7580	(425) 586-7700

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

April 27, 2006

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

^* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 33762X106

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Crescent Capital VI, L.L.C.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			ý
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC, OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization State of Washington

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 539,492*

			8.	Shared Voting Power 0

			9.	Sole Dispositive Power 539,492*

			10.	Shared Dispositive Power 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 539,492*

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 9.1%**

	14.	Type of Reporting Person (See Instructions) OO

* Crescent Capital VI, L.L.C., a Washington limited liability company (“Crescent”), owns 539,492 shares of the Issuer’s Common Stock and Steve Wasson, a member of Crescent, individually owns 200 shares of the Issuer’s Common Stock. Crescent and Mr. Wasson may be deemed to be a group for purposes of this filing. Crescent does not have any voting or dispositive power over Mr. Wasson’s shares and hereby disclaims beneficial ownership of the shares owned by Mr. Wasson.

** The calculation is based on a total of 5,916,380 shares of Common Stock outstanding as calculated by taking the total of 2,958,190 shares of Common Stock outstanding as of January 31, 2006, as reported by the Issuer in its Form 10-Q filed with the Securities and Exchange Commission on February 13, 2006, and giving effect to the two-for-one stock split at the close of business on February 9, 2006.

CUSIP No. 33762X106

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Jeffery D. Gow

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			ý

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC, OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 539,492*

			8.	Shared Voting Power 0

			9.	Sole Dispositive Power 539,492*

			10.	Shared Dispositive Power 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 539,492*

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 9.1%**

	14.	Type of Reporting Person (See Instructions) IN

* Crescent Capital VI, L.L.C., a Washington limited liability company (“Crescent”), owns 539,492 shares of the Issuer’s Common Stock. As the managing member of Crescent, Jeffery Gow may be deemed to beneficially own the shares owned by Crescent. Steve Wasson, a member of Crescent, individually owns 200 shares of the Issuer’s Common Stock. Crescent and Mr. Wasson may be deemed to be a group for purposes of this filing. Mr. Gow does not have any voting or dispositive power over Mr. Wasson’s shares and hereby disclaims beneficial ownership of the shares owned by Mr. Wasson.

CUSIP No. 33762X106

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Steve Wasson

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			ý
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) PF

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 200*

			8.	Shared Voting Power 0

			9.	Sole Dispositive Power 200*

			10.	Shared Dispositive Power 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 200*

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 0.0%**

	14.	Type of Reporting Person (See Instructions) IN

* Crescent Capital VI, L.L.C., a Washington limited liability company (“Crescent”), owns 539,492 shares of the Issuer’s Common Stock and Steve Wasson, a member of Crescent, individually owns 200 shares of the Issuer’s Common Stock. Crescent and Mr. Wasson may be deemed to be a group for purposes of this filing. Mr. Wasson does not have any voting or dispositive power over Crescent’s shares.

Explanatory Note

This Amendment No. 6 to Schedule 13D (“Amendment”) relates to shares of Common Stock, par value $0.01 per share (“Common Stock”), of FirstBank NW Corp., a Washington corporation (the “Issuer”). This statement is being filed by Crescent Capital VI, L.L.C., a limited liability company organized under the laws of the State of Washington (“Crescent”), Jeffery D. Gow, an individual (“Gow”), and Steve Wasson, an individual (“Wasson”). Crescent, Gow and Wasson are hereinafter sometimes referred to together as the “Reporting Persons”. This Amendment is filed to amend and supplement the Items set forth below of the Reporting Persons’ Amendment Nos. 3, 4 and 5 to Schedule 13D previously filed with the Securities and Exchange Commission.

Item 4.	Purpose of Transaction
In connection with the written offer (the “Offer”) Crescent delivered to the board of directors of the Issuer on February 1, 2006 to acquire for cash all of the outstanding shares of Common Stock of the Issuer that Crescent does not already own at a pre-stock split price of $38.15 per share ($19.075 taking into account the effectiveness of the Issuer's recent 100% stock split), on April 27, 2006 Crescent delivered a letter, a copy of which is attached hereto as Exhibit 99.15, to Steve R. Cox, Chairman of the Issuer’s board of directors. In the letter, Crescent stated its belief that the Issuer should provide its shareholders with certain information with respect to the process being followed by the Issuer in evaluating Crescent’s proposal to acquire the Issuer. In addition, Crescent provided supplemental information with respect to the Offer.
In addition, on April 27, 2006, Crescent delivered to the Issuer a letter, a copy of which is attached hereto as Exhibit 99.16, requesting to inspect and copy the record of the Issuer’s shareholders for the purpose of communicating with the other shareholders of the Issuer regarding the Issuer’s affairs, which may include the solicitation of support and/or proxies in connection with the Issuer’s annual meeting of shareholders.
The information set forth in response to this Item 4 is qualified in its entirety by reference to the exhibits attached hereto.
Item 7.	Material to Be Filed as Exhibits

Exhibit No.	Description
99.1	Name, business address and present principal occupation of each executive officer or person controlling Crescent Capital VI, L.L.C. (incorporated herein by reference to Exhibit 1 to the Reporting Persons’ Schedule 13D, filed with the Securities and Exchange Commission on February 1, 2006)
99.2	Form of Salomon Smith Barney Client Agreement (incorporated herein by reference to Exhibit 2 to the Reporting Persons’ Schedule 13D, filed with the Securities and Exchange Commission on January 22, 2004)
99.3		Letter delivered by Crescent Capital to Issuer on February 1, 2006 (incorporated herein by reference to Exhibit 3 to the Reporting Persons’ Schedule 13D, filed with the Securities and Exchange Commission on February 1, 2006)
99.4		Joint Filing Agreement dated February 1, 2006 (incorporated herein by reference to Exhibit 7 to the Reporting Persons’ Schedule 13D, filed with the Securities and Exchange Commission on February 1, 2006)
99.5		List of Investors (incorporated herein by reference to Exhibit 8 to the Reporting Persons’ Schedule 13D, filed with the Securities and Exchange Commission on February 21, 2006)
99.6		New Term Sheet (incorporated herein by reference to Exhibit 9 to the Reporting Persons’ Schedule 13D, filed with the Securities and Exchange Commission on February 21, 2006)
99.7		Post-Closing Charter Summary (incorporated herein by reference to Exhibit 10 to the Reporting Persons’ Schedule 13D, filed with the Securities and Exchange Commission on February 21, 2006)
99.8		New Form of Financing Commitment Letter (incorporated herein by reference to Exhibit 11 to the Reporting Persons’ Schedule 13D, filed with the Securities and Exchange Commission on February 21, 2006)
99.9		Letter delivered by Crescent Capital to Issuer on February 16, 2006 (incorporated herein by reference to Exhibit 12 to the Reporting Persons’ Schedule 13D, filed with the Securities and Exchange Commission on February 21, 2006)

99.10		Letter delivered by Issuer to Crescent Capital on February 24, 2006 (incorporated herein by reference to Exhibit 99.10 to the Reporting Persons’ Schedule 13D, filed with the Securities and Exchange Commission on April 24, 2006)
99.11		Letter delivered by Crescent Capital to Issuer on March 6, 2006 (incorporated herein by reference to Exhibit 99.11 to the Reporting Persons’ Schedule 13D, filed with the Securities and Exchange Commission on April 24, 2006)
99.12		Letter delivered by Crescent Capital to Issuer on March 29, 2006 (incorporated herein by reference to Exhibit 99.12 to the Reporting Persons’ Schedule 13D, filed with the Securities and Exchange Commission on April 24, 2006)
99.13		Presentation by Crescent Capital to Issuer on April 6, 2006 (incorporated herein by reference to Exhibit 99.13 to the Reporting Persons’ Schedule 13D, filed with the Securities and Exchange Commission on April 24, 2006)
99.14		Letter delivered by Crescent Capital to Issuer on April 20, 2006 (incorporated herein by reference to Exhibit 99.14 to the Reporting Persons’ Schedule 13D, filed with the Securities and Exchange Commission on April 24, 2006)
99.15		Letter delivered by Crescent Capital to Issuer on April 27, 2006
99.16		Letter delivered by Crescent Capital to Issuer on April 27, 2006

Signatures

After reasonable inquiry and to the best of the knowledge and belief of the undersigned, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: May 1, 2006	Crescent Capital VI, L.L.C.

	By:	/s/ Jeffery D. Gow
	Name: Jeffery D. Gow Title: Managing Member


	/s/ Jeffery D. Gow
	Jeffery D. Gow


	/s/ Steve Wasson
	Steve Wasson

EX-99.15 2 a06-10724_1ex99d15.htm EX-99

Exhibit 99.15

April 27, 2006

Via Facsimile and Email

Steve R. Cox

Chairman

FirstBank NW Corp.

1300 16^th Avenue

Clarkston, WA 99403

Dear Mr. Cox:

Crescent Capital first made its offer to purchase all of the outstanding shares of FirstBank NW Corp. on February 1, 2006. After almost three months, Crescent believes that FirstBank should provide its shareholders with answers to the questions listed below, which relate to the process being followed by FirstBank in evaluating Crescent’s proposal to acquire the company. This letter also provides certain supplemental information to FirstBank about Crescent’s proposal.

Evaluation Process

• Has FirstBank formed a committee to evaluate Crescent’s proposal as well as FirstBank’s strategic plan?

• If a committee was formed, when was it formed?

• Who are its members?

• Are they independent directors?

• Has the committee met yet?

• What actions has the committee taken?

• How is FirstBank dealing with Article XII of FirstBank’s charter? That provision requires that the Board consider, when evaluating a “Business Combination” the “social and economic effects of the transaction on … employees, depositors, loan and other customers, creditors and other elements of the communities in which the corporation and its subsidiaries operate or are located….”

Advisors

• Does FirstBank or any committee have outside advisors?

• If so, who are those persons and when were they engaged?

• If so, what are their roles?

• If so, what guidelines or directions have they been given?

• What constraints, if any, have been placed on their activities?

In addition, FirstBank’s press release dated February 1, 2006, stated that “FirstBank’s Board of Directors will, with the assistance of its outside advisors, carefully evaluate the Crescent proposal, and other alternatives available to the Company.” In regard to this statement:

• What other alternatives are available to FirstBank?

• Does FirstBank intend to solicit proposals from other potential buyers to evaluate with Crescent’s proposal?

• If so, will procedures and a timetable governing submission of proposals be adopted to evaluate such proposals and communicated to all parties who submit proposals?

• If so, what criteria will be used to evaluate proposals?

Supplemental Information About Crescent’s Offer

We are providing the following supplemental information about Crescent’s offer:

• We used push down accounting in our pro forma capital compliance calculations.

• Our pro forma financial statements include estimates of purchase accounting adjustments based on your public information. We want to conduct our due diligence to refine our estimates of purchase accounting adjustments.

• Crescent’s pro forma capital compliance calculations for three years are attached as Attachment A.

• Crescent has, for its pro forma financials, (1) included an adjustment to reflect all costs that FirstBank would incur in connection with an acquisition; and (2) not assumed any cost savings.

We look forward to your response.

Sincerely,

Crescent Capital VI, L.L.C.

Steven Wasson

Cc: John L. Gentry

W. Dean Jurgens

Sandra T. Powell

Russell H. Zinner

Larry K. Moxley

Clyde E. Conklin

Attachment A

Pro Forma Capital Compliance Calculations

KEY RATIOS	Q4 06		Q1 07		Q2 07		Q3 07		Q4 07		Q1 08		Q2 08		Q3 08		Q4 08		Q1 09		Q2 09		Q3 09
BANK

Tier 1 Capital / RWA Ratio	10.7	%	10.7	%	10.5	%	10.1	%	9.8	%	9.9	%	10.0	%	10.2	%	10.3	%	10.5	%	10.7	%	10.9	%
Total Capital / RWA Ratio	12.1	%	12.1	%	11.9	%	11.6	%	11.2	%	11.3	%	11.5	%	11.6	%	11.8	%	12.0	%	12.2	%	12.4	%
Leverage Ratio			5.4	%	5.3	%	5.2	%	5.0	%	4.9	%	5.0	%	5.1	%	5.1	%	5.2	%	5.3	%	5.4	%

HOLDING COMPANY

Debt / Equity Ratio	25.6	%	25.2	%	24.8	%	24.4	%	24.0	%	23.6	%	23.0	%	22.4	%	21.8	%	21.3	%	20.7	%	20.1	%

EX-99.16 3 a06-10724_1ex99d16.htm EX-99

Exhibit 99.16

[Crescent Capital Letterhead]

April 27, 2006

Via Facsimile and Email

Clyde E. Conklin

President and Chief Executive Officer

FirstBank NW Corp.

1300 16^th Avenue

Clarkston, WA 99403

Dear Clyde:

As a shareholder of FirstBank NW Corp (the “Company”), pursuant to Section 23B.16.020(2)(c) of the Washington Business Corporation Act, Crescent Capital VI, L.L.C. (“Crescent”) hereby requests to inspect and copy the record of the Company’s shareholders, including the non-objecting beneficial owners (the “Shareholder List”), on May 4, 2006.

Crescent is requesting to inspect the Shareholder List for the purpose of communicating with the other shareholders of the Company regarding the Company’s affairs, which may include the solicitation of support and/or proxies in connection with the Company’s annual meeting of shareholders.

Please contact me at 503-730-3770 to arrange a time for Crescent’s representatives to inspect and copy the Shareholder List during the Company’s regular business hours on May 4, 2006. We look forward to hearing from you.

Sincerely,

Crescent Capital VI, L.L.C.

/s/ Steven Wasson

Steven Wasson

Member

-----END PRIVACY-ENHANCED MESSAGE-----

Under the Securities Exchange Act of 1934 (Amendment No. 6)*

Signatures

Under the Securities Exchange Act of 1934
(Amendment No. 6)*