0001104659-06-032166.txt : 20060508 0001104659-06-032166.hdr.sgml : 20060508 20060508172218 ACCESSION NUMBER: 0001104659-06-032166 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20060508 DATE AS OF CHANGE: 20060508 GROUP MEMBERS: JEFFERY D. GOW GROUP MEMBERS: JON MCCREARY GROUP MEMBERS: STEVE WASSON 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: 06817767 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 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 SC 13D/A 1 a06-11393_1sc13da.htm AMENDMENT

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 7)*

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
925 Fourth Avenue, Suite 2900
Seattle, WA 98104
(206) 623-7580

Jeffery D. Gow
11624 S.E. 5th Street, Suite 200
Bellevue, WA 98005
(425) 586-7700

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

May 5, 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, Steve Wasson, a member of Crescent, individually owns 200 shares of the Issuer’s Common Stock, and Jon McCreary individually owns 14,294 shares of the Issuer’s Common Stock. Crescent, Mr. Wasson and Mr. McCreary 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 or Mr. McCreary’s shares and hereby disclaims beneficial ownership of the shares owned by Mr. Wasson or Mr. McCreary.

** 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 and Jon McCreary individually owns 14,294 shares of the Issuer’s Common Stock. Crescent, Mr. Wasson and Mr. McCreary 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 or Mr. McCreary’s shares and hereby disclaims beneficial ownership of the shares owned by Mr. Wasson or Mr. McCreary.

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, Steve Wasson, a member of Crescent, individually owns 200 shares of the Issuer’s Common Stock, and Jon McCreary individually owns 14,294 shares of the Issuer’s Common Stock. Crescent, Mr. Wasson and Mr. McCreary 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 or Mr. McCreary’s shares and hereby disclaims beneficial ownership of the shares owned by Crescent or Mr. McCreary expect to the extent of his interest as a member of Crescent in the shares owned by Crescent.

CUSIP No. 33762X106

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

	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 14,294*

			8.	Shared Voting Power 0

			9.	Sole Dispositive Power 14,294*

			10.	Shared Dispositive Power 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 14,294*

	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, Steve Wasson, a member of Crescent, individually owns 200 shares of the Issuer’s Common Stock, and Jon McCreary individually owns 14,294 shares of the Issuer’s Common Stock. Crescent, Mr. Wasson and Mr. McCreary may be deemed to be a group for purposes of this filing. Mr. McCreary does not have any voting or dispositive power over Crescent’s or Wasson’s shares and hereby disclaims beneficial ownership of the shares owned by Crescent or Mr. Wasson.

Explanatory Note

This Amendment No. 7 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”), Steve Wasson, an individual (“Wasson”), and Jon McCreary, an individual (“McCreary”). Crescent, Gow, Wasson and McCreary 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’ Schedule 13D, as amended, previously filed with the Securities and Exchange Commission.

Item 2.	Identity and Background
Information with respect to Crescent, Gow and Wasson in response to this Item 2 was previously filed. Set forth below is information in response to this Item 2 with respect to McCreary: (a) Jon McCreary. (b)-(c) McCreary, a natural person, is the managing member of Palisade Capital Management LLC. The address of his principal office and principal place of business is 55 Alder Street NW, Suite 207, Ephrata WA 98823. (d)-(e) During the last five years, McCreary has not been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) McCreary is a citizen of the United States.

Item 3.	Source and Amount of Funds or Other Consideration
Information with respect to Crescent, Gow and Wasson in response to this Item 3 was previously filed. The shares of Common Stock owned by McCreary were acquired by McCreary using his personal funds.
Item 4 is incorporated herein by reference.

Item 4.	Purpose of Transaction
On February 1, 2006 Crescent delivered to the board of directors of the Issuer a written offer (the “Offer”) 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 $19.075 per share (taking into account the effectiveness of the Issuer’s recent 100% stock split). On May 5, 2006, Crescent delivered a letter, a copy of which is attached hereto as Exhibit 99.17, to Steve R. Cox, Chairman of the Issuer’s board of directors, increasing the Offer to $20.50 per share (as amended, the “Revised Offer”). The Revised Offer also compared Crescent’s offer for FirstBank shares to transactions for other Pacific Northwest rural banks and thrifts. Crescent also disclosed commitments of $107.8 million, 100% of the equity financing needed to fund the Revised Offer, as reflected in the list of investors attached hereto as Exhibit 99.5 and the form of amendment to financing commitment letter attached hereto as Exhibit 99.18. These commitments will, together with trust preferred securities, finance the entire transaction. The information set forth in response to this Item 4 is qualified in its entirety by reference to the exhibits attached hereto which are incorporated herein by reference.

Item 5.	Interest in Securities of the Issuer
Information with respect to Crescent, Gow and Wasson in response to this Item 5 was previously filed. Set forth below is information in response to this Item 5 with respect to McCreary: (a) The calculations included herein are 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. As of the close of business on May 5, 2006, McCreary beneficially owned 14,294 shares of Common Stock, which represents .24% of the outstanding Common Stock. (b) McCreary has sole voting power and power of disposition over the 14,294 shares of Common Stock that he beneficially owns. Neither Crescent, Gow nor Wasson has voting power or power of disposition over the 14,294 shares of Common Stock owned by McCreary and Crescent, Gow and Wasson hereby disclaim beneficial ownership of such shares. McCreary does not have voting power or power of disposition over Crescent’s or Wasson’s shares and hereby disclaims beneficial ownership of such shares. (c) None. (d) None. (e) Not applicable.

Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
	Item 4 is incorporated herein by reference.

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 Person’s Schedule 13D, filed with the Securities and Exchange Commission on February 1, 2006)
99.5		List of Investors
99.6		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		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 (incorporated herein by reference to Exhibit 99.15 to the Reporting Persons’ Schedule 13D, filed with the Securities and Exchange Commission on May 1, 2006)
99.16		Letter delivered by Crescent Capital to Issuer on April 27, 2006 (incorporated herein by reference to Exhibit 99.16 to the Reporting Persons’ Schedule 13D, filed with the Securities and Exchange Commission on May 1, 2006)
99.17		Letter delivered by Crescent Capital to Issuer on May 5, 2006
99.18		Form of Amendment to Financing Commitment Letter dated May 5, 2006
99.19		Joint Filing Agreement dated May 8, 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 8, 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

	/s/ Jon McCreary
	Jon McCreary

EX-99.5 2 a06-11393_1ex99d5.htm EX-99

Exhibit 99.5

List of Investors

Name	City/State	Committed Amount

Names Family Limited Partnership	Fircrest, WA	$	6,000,000

Kevin Taylor	Bellevue, WA	$	5,000,000

Tom Ellison	Bellevue, WA	$	5,000,000

W.K. Paulus	Bow, WA	$	2,500,000

Stuchell/John Shaw	Everett, WA	$	1,130,000

Tom Walker	Edmonds, WA	$	750,000

Phil MacDonald	Newport Beach, CA	$	1,100,000

Randy Ottinger	Mercer Island, WA	$	1,000,000

Jon McCreary	Ephrata, WA	$	1,000,000

Jeffrey Wright	Bellevue, WA	$	2,020,000

Charles Billow	Seattle, WA	$	2,000,000

Hayden Watson	Redmond, OR	$	1,000,000

John Mackay	Vancouver, B.C.	$	2,000,000

NorthWest Investments, Inc.	New York, NY	$	22,088,653

Steamboat LLC	San Francisco, CA	$	22,088,653

		$	74,677,306

EX-99.17 3 a06-11393_1ex99d17.htm EX-99

Exhibit 99.17

Crescent Capital VI, L.L.C.

11624 SE Fifth Street, Suite 200

Bellevue, Washington 98005

(Tel) 425-586-7700

(Fax) 425-688-0500

May 5, 2006

Via Facsimile and Email

Steve R. Cox, Chairman

FirstBank NW Corp.

1300 16^th Avenue

Clarkston, WA 99403

Dear Mr. Cox:

Crescent is pleased to present to the Board of Directors of FirstBank NW Corp. (“FirstBank”) a revised offer to purchase for cash all of the outstanding shares of common stock of FirstBank for $20.50 per share (the “Transaction”). This price represents a 25% premium to FirstBank’s split-adjusted closing stock price of $16.38 on January 31, 2006, the day before Crescent announced its original offer of $19.075.

As shown by the following table, Crescent’s revised offer provides FirstBank shareholders with full and fair value for their shares, based on a comparison of Crescent’s offer to other Pacific Northwest transactions for comparable rural banks and thrifts.

		Multiples Paid - Price to						Premium Prior to Announcement
Target	Acquiror	Earnings		Book		Tang.Book		1 Day		30 Days		90 Days

Oregon Trail Financial Corp.	FirstBank NW	13.1	x	1.1	x	1.1	x	8.0	%	10.6	%	8.2	%
Klamath First Bancorp, Inc.	Sterling Financial Corporation	18.8	x	1.1	x	1.7	x	17.2	%	19.0	%	18.1	%
Centennial Bancorp	Umpqua Holdings Corp.	18.1	x	2.2	x	2.3	x	24.3	%	13.9	%	10.8	%

	Mean	16.7	x	1.5	x	1.7	x	16.5	%	14.5	%	12.4	%

FirstBank NW	Crescent Capital VI	15.7	x	1.6	x	2.1	x	25.2	%	26.6	%	37.3	%

Crescent has obtained firm commitments to fund $107.8 million in equity, including additional investments by Crescent, NorthWest Investments, Inc. and Steamboat LLC. These commitments will, together with the trust preferred securities, finance the entire Transaction.

As we have previously discussed, in order to ensure FirstBank’s shareholders of a fair and impartial process, we believe that FirstBank’s board should, if it has not already done so, form an independent committee of disinterested, non-employee directors, with separate legal and financial advisors, to review Crescent’s revised offer. Further we strongly urge the board to publicly disclose the process and timeframe for its review.

We believe that the Transaction is in the best interest of all constituencies involved, including most notably, FirstBank’s shareholders. Specifically, we believe the Transaction and the implementation of our business plan will bring significant benefits, including:

• Providing a full and fair price, which reflects a premium of 25% to FirstBank’s January 31, 2006 closing stock price of $16.38 (split adjusted) and 30% to the 50 day moving average stock price as of January 31, 2006;

• Bringing a management team with years of banking experience, and a long-time commitment to the Pacific Northwest region, having lived and worked here for significant portions of our lives;

• Improving operating efficiencies to allow FirstBank to build its capital base for the protection of depositors and greater capacity for borrowers;

• Expanding product offerings to provide additional benefits to customers in the operation of their businesses;

• Potentially expanding geographic areas of business to allow for greater diversity of customers and a greater geographic diversity in FirstBank’s market area

• Both should reduce risk in FirstBank’s loan portfolio and reduce economic risk created by localized economic setbacks; and

• Adding more sophisticated product offerings for lending in community development and low income housing

• Such enhancements should improve earnings and capital, provide opportunities for growth in FirstBank’s market area and improve the quality of life for local community members.

Our management team brings a number of complementary skills as well as financial and operational strengths to FirstBank. As we have shared with you, Crescent’s team includes people with extensive experience in both large commercial banks and community banks in operations, audit, credit approval, residential lending, agricultural lending, commercial real estate lending, construction lending, small and large business lending. All of the individuals expected to be added to FirstBank’s management team currently live and work in the Pacific Northwest, including several communities where FirstBank today has banking offices. In short, these executives have the experience needed to manage FirstBank in the years ahead.

Crescent is prepared to move quickly toward the negotiation of and entry into a mutually acceptable definitive agreement with you. We have instructed counsel to draft a merger agreement with respect to the Transaction and will be prepared to share it with you promptly upon notification that FirstBank is prepared to move forward on Crescent’s offer. We are also prepared to begin confirmatory due diligence immediately and expect that, if we receive prompt responses to our due diligence requests, we would be in a position to complete the process and execute a definitive merger agreement within 30 days.

In order to be able to complete the Transaction as soon as possible, the definitive merger agreement will be subject only to shareholder approval, required regulatory approvals, completion of financing arrangements and other provisions typical for a transaction of this nature, all of which we are confident of obtaining.

Pursuant to the rules and regulations of the Securities Exchange Act of 1934, as amended, Crescent will be amending its Schedule 13D filing with the Securities and Exchange Commission to include a copy of this letter.

We hope that you and the other independent Board members will agree that this proposal offers a unique and timely opportunity for FirstBank’s shareholders to realize full value for their shares. We request a formal response to this proposal on or before May 19, 2006. We look forward to working with you to effectuate a transaction that will benefit all of FirstBank’s constituencies.

Sincerely,

Crescent Capital VI, L.L.C.


By	/s/ Steven Wasson
	Steven Wasson

Cc:	John W. Gentry
	W. Dean Jurgens
	Sandra T. Powell
	Russell H. Zenner
	James N. Marker
	Michael F. Reuling
	Larry K. Moxley
	Clyde E. Conklin

EX-99.18 4 a06-11393_1ex99d18.htm EX-99

Exhibit 99.18

May 5, 2006

Crescent Capital VI, LLC

11624 SE 5th Street, Suite 200

Bellevue, WA 98005

Attn: Jeffrey D. Gow

Re: Financing Commitment Letter dated February 17, 2006

Gentlemen:

This letter agreement, upon acceptance by you, shall amend the Financing Commitment Letter (the “Commitment Letter”) dated February 17, 2006 and previously accepted by you, as follows:

1. The phrase “Offer Letter” shall mean the letter dated May 5, 2006 from Crescent Capital VI, LLC to FirstBank NW Corp., a Washington corporation.

2. Our total committed investment set forth on the signature page of the Commitment Letter shall be increased to $ .

Except as stated above, the Commitment Letter remains in full force and effect without amendment or modification thereto.

Sincerely,

[Investor]

By
		Name:
		Title:

Acknowledged and Accepted this 5th day of May, 2006.

Crescent Capital VI, L.L.C.

By
		Name:
		Title:

EX-99.19 5 a06-11393_1ex99d19.htm EX-99

Exhibit 99.19

JOINT FILING AGREEMENT

Dated as of May 5, 2006

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing of Crescent Capital VI, L.L.C., Jeffery D. Gow, Steve Wasson and Jon McCreary on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to shares of Common Stock, par value $0.01 per share, of FirstBank NW Corp., and that this agreement be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 8th day of May 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

	/s/ Jon McCreary
	Jon McCreary

Under the Securities Exchange Act of 1934 (Amendment No. 7)*

11624 SE Fifth Street, Suite 200

Under the Securities Exchange Act of 1934
(Amendment No. 7)*