-----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, K39j5K3X7sXDfpzKHS/4SXW7t+HACMYQI6cBcoKhdKet/9qQfkGm7IJzC3Cmm3cR p04/xfgEgNR2MSh08asDWg== 0001056520-09-000002.txt : 20090105 0001056520-09-000002.hdr.sgml : 20090105 20090105171049 ACCESSION NUMBER: 0001056520-09-000002 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090105 DATE AS OF CHANGE: 20090105 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: COWLITZ BANCORPORATION CENTRAL INDEX KEY: 0000894267 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 911529841 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-56847 FILM NUMBER: 09506459 BUSINESS ADDRESS: STREET 1: 927 COMMERCE AVE CITY: LONGVIEW STATE: WA ZIP: 98632 BUSINESS PHONE: 2064239800 MAIL ADDRESS: STREET 1: 927 COMMERCE AVENUE CITY: LONGVIEW STATE: WA ZIP: 98632 SC 13D/A 1 sch13damend6jan5final.htm 13D/A #6 13D/A #6





UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION

 Washington, D.C. 20549

 

SCHEDULE 13D

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

Cowlitz Bancorporation

(Name of Issuer)

 

Common Stock, no par value

(Title of Class of Securities)

 

223767

(CUSIP Number)

 

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)

 

December 23, 2008

(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.  223767

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) [   ]

(b) [X]

3

SEC Use Only

4

Source of Funds (See Instructions)

WC, OO

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)

?

6

Citizenship or Place of Organization

State of Washington

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

7

Sole Voting Power

  

778,360 *

8

Shared Voting Power

0

9

Sole Dispositive Power

 778,360 *

10

Shared Dispositive Power

0

11

Aggregate Amount Beneficially Owned by Each Reporting Person

778,360 *

12

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

[   ]

13

Percent of Class Represented by Amount in Row (11)

15.4%**

14

Type of Reporting Person (See Instructions)

OO


*  Crescent Capital VI, L.L.C., a Washington limited liability company (“Crescent”), owns 778,360  shares of the Issuer’s Common Stock. Steve Wasson individually owns 1,000 shares  of the Issuer’s Common Stock.  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 5,067,379 shares of Common Stock outstanding as of September 30, 2008, as reported by the Issuer in its Form 10-Q filed with the Securities and Exchange Commission on November 14, 2008.



2






 

CUSIP No.  223767

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) [   ]

(b) [X]

3

SEC Use Only

4

Source of Funds (See Instructions)

WC, OO

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)

?

6

Citizenship or Place of Organization

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

7

Sole Voting Power

778,360 *

8

Shared Voting Power

0

9

Sole Dispositive Power

778,360 *

10

Shared Dispositive Power

0

11

Aggregate Amount Beneficially Owned by Each Reporting Person

778,360 *

12

Check if the Aggregate Amount In Row (11) Excludes Certain Shares (See Instructions)

[  ]

13

Percent of Class Represented By Amount In Row (11)

15.4%**

14

Type Of Reporting Person (See Instructions)

IN


*  Crescent Capital VI, L.L.C., a Washington limited liability company (“Crescent”), owns 778,360  shares of the Issuer’s Common Stock.  Steve Wasson individually owns 1,000 shares of the Issuer’s Common Stock.  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 5,067,379 shares of Common Stock outstanding as of September 30, 2008, as reported by the Issuer in its Form 10-Q filed with the Securities and Exchange Commission on November 14, 2008.



3







CUSIP No.  223767

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) [   ]

(b) [X]

3

SEC Use Only

4

Source of Funds (See Instructions)

PF

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)

?

6

Citizenship or Place of Organization

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

7

Sole Voting Power

1,000*

8

Shared Voting Power

0

9

Sole Dispositive Power

1,000*

10

Shared Dispositive Power

0

11

Aggregate Amount Beneficially Owned by Each Reporting Person

1,000*

12

Check if the Aggregate Amount In Row (11) Excludes Certain Shares (See Instructions)

[  ]

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 778,360   shares of the Issuer’s Common Stock.  Steve Wasson individually owns 1,000 shares   of the Issuer’s Common Stock.  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 5,067,379 shares of Common Stock outstanding as of September 30, 2008, as reported by the Issuer in its Form 10-Q filed with the Securities and Exchange Commission on November 14, 2008.



1







Explanatory Note


This Schedule 13D, as amended (“Schedule 13D”), relates to shares of Common Stock, no par value  (“Common Stock”), of Cowlitz Bancorporation, 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”.  




Item 5.

Interest in Securities of the Issuer


The calculation below is based on a total of 5,067,379 shares of Common Stock outstanding as of September 30, 2008, as reported by the Issuer in its Form 10-Q filed with the Securities and Exchange Commission on November 14, 2008.


As of the close of business on December 23, 2008, Crescent beneficially owns 778,360  shares of Common Stock, which represent approximately 15.4% of the outstanding Common Stock.  Gow does not own any shares of Common Stock directly.  As the managing member of Crescent, Gow may be deemed, by the provisions of Rule 13d-3 of the Securities and Exchange Act of 1934, as amended, to be the beneficial owner of the 778,360  shares of Common Stock owned by Crescent.  Wasson owns 1,000 shares of Common Stock, which represents less than 1% of the outstanding Common Stock.  


(b)  Crescent has sole voting power and power of disposition over the 778,360  shares of Common Stock that it beneficially owns.  As the managing member of Crescent, Gow has the authority to exercise such voting power and power of disposition on behalf of Crescent.  Wasson has sole voting power and power of disposition over the 1,000 shares of Common stock that he owns.  


(c)  During the period October 23, 2008 through December 23, 2008, Crescent purchased a total of  270,300 shares of Common Stock on the dates and at the prices set forth as follows (of which 140,100 were reported as purchased in Amendment No. 5 on Schedule 13D filed November 26, 2008):  


Date of Purchase

Number of Shares

Price per Share

 

 

 

October 30, 2008

40,100

$6.0351

November 21, 2008

100,000

$6.43

December 10, 2008

50,200

$5.81

December 23, 2008

80,000

$5.96


The purchases were made for cash in open market transactions.


(d)  None.


(e)  Not applicable.




2





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: January 5, 2009

 

 

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

 

 

 

 






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