0001104659-06-066572.txt : 20061013 0001104659-06-066572.hdr.sgml : 20061013 20061013163913 ACCESSION NUMBER: 0001104659-06-066572 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20061013 DATE AS OF CHANGE: 20061013 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: TIMBERLAND BANCORP INC CENTRAL INDEX KEY: 0001046050 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED [6036] IRS NUMBER: 911863696 STATE OF INCORPORATION: WA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-55747 FILM NUMBER: 061144563 BUSINESS ADDRESS: STREET 1: 624 SIMPSON AVE CITY: HOQUIAM STATE: WA ZIP: 98550 BUSINESS PHONE: 3605334747 MAIL ADDRESS: STREET 1: 624 SIMPSON AVE CITY: HOQUIAM STATE: WA ZIP: 98550 SC 13D/A 1 a06-20978_1sc13da.htm AMENDMENT

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

	SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

Timberland Bancorp, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

887098

(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)

October 6, 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. 887098

	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)			o
		(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 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 208,184 *

			8.	Shared Voting Power 0

			9.	Sole Dispositive Power 208,184 *

			10.	Shared Dispositive Power 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 208,184 *

	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) 5.5%**

	14.	Type of Reporting Person (See Instructions) OO

* Crescent Capital VI, L.L.C., a Washington limited liability company (“Crescent”), owns 208,184 shares of the Issuer’s Common Stock, Steve Wasson, a member of Crescent, individually owns 800 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 3,785,576 shares of Common Stock outstanding as of July 31, 2006, as reported by the Issuer in its Form 10-Q, filed with the Securities and Exchange Commission on August 3, 2006.

CUSIP No. 887098

	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)			x

	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 208,184 *

			8.	Shared Voting Power 0

			9.	Sole Dispositive Power 208,184*

			10.	Shared Dispositive Power 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 208,184 *

	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) 5.5%**

	14.	Type of Reporting Person (See Instructions) IN

* Crescent Capital VI, L.L.C., a Washington limited liability company (“Crescent”), owns 208,184shares of the Issuer’s Common Stock, Steve Wasson, a member of Crescent, individually owns 800 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 3,785,576 shares of Common Stock outstanding as of July 31, 2006, as reported by the Issuer in its Form 10-Q filed with the Securities and Exchange Commission on August 3, 2006.

CUSIP No. 887098

	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)			o
		(b)			x

	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 800*

			8.	Shared Voting Power 0

			9.	Sole Dispositive Power 800*

			10.	Shared Dispositive Power 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 800*

	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

Explanatory Note

This Schedule 13D, including Amendment No. 1, (“Schedule 13D”) relates to shares of Common Stock, par value $0.01 per share (“Common Stock”), of Timberland Bancorp, Inc., 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 4. Purpose of Transaction

The Reporting Persons have acquired the shares of the Issuer reported herein in order to profit from appreciation of the Common Stock. On July 28, 2006, Mr. Wasson met with Michael R. Sand, the Issuer’s Chief Executive Officer. At the meeting, Mr. Wasson informed Mr. Sand of Crescent’s stock ownership and engaged in a wide ranging discussion of the Issuer’s business, growth prospects, and strategic alternatives.

On September 15, 2006, Mr. Gow and Mr. Wasson met with Mr. Sand and Dean Brydon, CFO of the Issuer. At the meeting, the Issuer discussed in more detail its business strategies, and the Reporting Persons shared in general terms their ideas on business strategies that would increase shareholder value.

On September 29, 2006, Mr. Sand sent to Mr. Gow a letter noting that the board of directors had at its recent meeting discussed Crescent Capital’s ideas, as well as the benefits from pursuing its current business plan. Mr. Sand reported that the board had determined to continue to follow its existing policies and activities. His letter noted that the bank would “welcome any assistance you can render in introducing potential clients to our lending and deposit personnel.”

On October 6, 2006, Mr. Gow responded to Mr. Sand by letter, a copy of which is attached as Exhibit 99.5. Mr. Gow explained that Timberland Bank has a solid platform on which to expand its customer base in the Pacific Northwest. Through collaboration with Crescent Capital, the Issuer could use Crescent’s extensive business contacts and expertise for the expansion, thereby significantly improving shareholder value. Mr. Gow accepted Mr. Sand’s suggestion that Crescent assist the Issuer by introducing potential clients to its staff. He noted that Crescent would want to know that any business referred to the Issuer would receive the attention and customer service that ensured a positive experience and a mutually beneficial relationship.

Mr. Gow requested that, since personal, one-on-one working relationships best develop the trust and rapport needed for collaboration, the Issuer appoint Steven Wasson of Crescent Capital as a director of the Issuer’s board of directors. He noted that Mr. Wasson has exceptional qualifications and that board members will appreciate his tactfulness, communication skills and business savvy. He offered to provide references to the board.

Mr. Gow noted that Crescent Capital is focused on building shareholder value and improving the Issuer’s overall financial results. Crescent’s principals bring to the Issuer a unique combination of perspectives: extensive bank management experience and extensive experience as a significant consumer of commercial banking services. Mr. Gow strongly believes that all shareholders will benefit from Crescent’s involvement, and that Crescent’s commitment to the Issuer is evident by its investment in 5.5% of the Issuer’s shares.

The Reporting Persons intend to closely monitor developments at the Issuer and may communicate with members of management and the board of directors of the Issuer on matters that the Reporting Persons deem relevant to their investment in the Issuer. Depending upon market conditions and other factors that the Reporting Persons may deem material to their investment decisions, the Reporting Persons may purchase additional securities of the Issuer in the open market or in private transactions, or may dispose of all or a portion of the securities of the Issuer that the Reporting Persons own or hereafter may acquire. In addition, based on the Reporting Persons’ continuing evaluation of the Issuer as well as market conditions and other factors that the Reporting Persons deem relevant to their investment, the Reporting Persons reserve the right to take any actions which could relate to, or result in, any of the matters referred to in paragraphs (a) through (j) of Item 4 of Schedule 13D. Except as set forth in this Item 4, the Reporting Persons do not have any present plans or proposals which relate to or would result in any of the matters set forth in paragraphs (a) through (j) of Item 4 of Schedule 13D.

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		Dates and prices of purchases of Common Stock (incorporated herein by reference to Exhibit 99.3 to the Reporting Persons’ Schedule 13D, filed with the Securities and Exchange Commission on August 3, 2006)
99.4		Joint Filing Agreement dated July 31, 2006 (incorporated herein by reference to Exhibit 99.4 to the Reporting Persons’ Schedule 13D, filed with the Securities and Exchange Commission on August 3, 2006)
99.5		Letter to Michael R. Sand, CEO, of the Issuer, from Jeffrey D. Gow, Managing Director of Crescent Capital VI, L.L.C., dated October 6, 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: October 12, 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-99.5 2 a06-20978_1ex99d5.htm EX-99

Exhibit 99.5

Crescent Capital VI, L.L.C.

11624 SE 5th Street, Suite 200
Bellevue, Washington 98005
(Tel) 425-586-7700
(Fax) 425-688-0500

October 6, 2006

Michael R. Sand, CEO
Timberland Bancorp, Inc.
624 Simpson Avenue
Hoquiam, WA 98550

Dear Mr. Sand:

Thank you for taking the time to meet with Steve Wasson and me on September 15th to discuss in more detail Timberland’s business strategies and Crescent Capital’s investment in Timberland. In addition, we appreciate your letter of September 29, 2006 with regard to Crescent Capital’s desire to collaborate with the board and management of Timberland.

As we explained, Crescent believes that Timberland Bank has a solid platform on which to expand its customer base in the Pacific Northwest. Through collaboration with Crescent, Timberland Bank can use Crescent Capital’s extensive business contacts and expertise for this expansion. In doing so, we strongly feel that Timberland can significantly improve shareholder value.

We agree with your suggestion that Crescent can assist Timberland in this regard by introducing potential clients to Timberland staff. We know that personal, one-on-one working relationships are the best way to develop the trust and rapport needed for this type of collaboration. It is also important to Crescent to know that any business we refer to Timberland is provided with the attention and customer service that ensures a positive experience and a mutually beneficial relationship. We think this collaboration will be most successful if it occurs within a framework where Crescent has the opportunity to work directly with Timberland Bank’s board and management.

Accordingly, we respectfully request that Timberland appoint Steven Wasson of Crescent Capital as a director of Timberland Bancorp’s board of directors. Steve has exceptional qualifications for becoming a director of Timberland Bancorp, with a long career as a banking executive, as described in the attached. We are confident that, given the opportunity to work with Steve, board members will appreciate Steve’s tactfulness, communication skills and business savvy. We are happy to provide references so that the board can understand our backgrounds, our business philosophy and our integrity.

As we described in our meeting, Crescent Capital is focused on building shareholder value and improving Timberland’s overall financial results. The principals of Crescent bring to Timberland a unique combination of perspectives: extensive bank management experience and extensive experience as a significant consumer of commercial banking services. We strongly believe all shareholders will benefit from our involvement. Further, our commitment to Timberland is clearly evident by our investment in 5.5% of Timberland’s shares.

We look forward to your response.

Sincerely,

/s/ Jeffery D. Gow

Jeffery D. Gow
Managing Member

Steven D. Wasson

1190 Bayberry Road
Lake Oswego, Oregon 97034
503-636-6540
503-636-4316 (FAX)
steven.cascadian@comcast.net

Prior to forming Crescent Capital, L.L.C. in 2001, Steve Wasson was Executive Vice President and Manager of the Business Banking Group for U.S.Bank. This division had over 100 locations, 1,000 employees, $6 billion in assets and $3 billion in deposits. From his office in Portland, OR, Wasson managed an area covering all of the seventeen western and mid-western states making up the market territory of U.S.Bank. Included in Wasson’s responsibilities were 8 geographic regions, the Small Business Administration lending division, and the sales management, marketing, credit approval, operations and mergers and integration units that supported this business line.

Prior to assuming the leadership of Business Banking, Wasson was the manager of U.S. Bank’s Regional Commercial Real Estate line of business. This business was responsible for relationships within the commercial real estate industry, consisting of professional developers of commercial real estate and single-family property, and investors in commercial real estate and income property. This business line had $6.2 billion in assets and 320 staff members in seventeen states. Included in Wasson’s responsibilities were 4 geographic regions, the Community Development Lending Division, Low Income Housing Tax Credit Division and the sales management, marketing, credit approval, operations and service quality units that supported this business line.

Wasson joined U.S. Bancorp in December 1993. Immediately prior to that time, he was the Chief Administrative Officer at a California-based community bank in Riverside, CA, from 1992 until the end of 1993. Wasson also worked in banking from 1971 through 1987 in Southern California, and had an extensive background in lending to mid-sized companies, agri-business and the real estate industry for Security Pacific Corporation and its successor Bank of America. His assignments included Regional Manager of Business Banking for the Inland Empire area of Southern California; Business Banking Center Manager; Credit Approval Officer and a variety of other operations and lending jobs. Between these two Southern California assignments, Wasson worked in Portland, Oregon for The Oregon Bank (a subsidiary of Security Pacific Corporation) and held positions a Director, the Chief Credit Officer and as manager of the Commercial Real Estate Industry Group and Private Banking units for this bank.

In his 30 years of banking, Wasson has had experience in both the operating and lending portions of the business and has been involved in a number of trade and community organizations tied to his banking experience. These include the Risk Management Association (fka Robert Morris Associates), the Network for Oregon Affordable Housing, the Private Industry Council, Central City Concern, The Neighborhood Partnership Fund, and other affiliations.

Wasson is a current member of the Board of Directors and the Finance Committee of Central City Concern which provides low cost housing and other solutions to homelessness and chemical dependency to Portland’s downtown district and the Neighborhood Partnership Fund of Oregon.

Wasson began his banking career as a part time staff member while attending college and left college to work full-time at Security Pacific Bank. During his career he completed courses in economics, business law, real estate law, bank operations, financial analysis, accounting, and other business and leadership classes. Wasson also completed studies at Pacific Coast Banking School at the University of Washington, graduating in 1983, the Stanford Financial Management Program (1988) and the Risk Management Association Leadership Program (1990).

Wasson and his wife Malia have three children and reside in Lake Oswego, Oregon.

Work History and Personal Information

Work History

Crescent Capital, L.L.C.

2001 – Present		Member of this LLC formed to invest private capital primarily in Northwest companies engaged in
	financial services.

U.S.Bank
2000 – 2001	E.V.P & Manager, Business Banking. A line of business with $6 billion in assets, $3 billion in deposits and 1, 015 staff members.
1994 – 2000	E.V.P & Manager, Commercial Real Estate. A line of business starting with $1.5 billion in assets and 166 staff members in January 1994 and with $6.2 billion in assets and 340 staff members in March 2000.

Riverside National Bank
1992 – 1994	Chief Administrative Officer responsible for commercial credit policy and approval, problem assets, operations, finance, and technology for a $250 million Southern California community bank.

Bank of America/ Security Pacific National Bank
1991 – 1992	E.V.P & Manager, Commercial Real Estate Group, Bank of America Oregon (fka Security Pacific Bank Oregon).
1989 – 1991	E.V.P & Manager, Commercial Real Estate and Private Banking Groups, Security Pacific Bank Oregon.
1987 – 1989	Executive Vice President, Director, and Chief Credit Officer, Oregon Bank (a subsidiary of Security Pacific Corp.). A $1 billion commercial bank in Oregon.
1985 – 1987	First Vice President & Business Banking Region Manager, Inland Southern California. A region with nine business banking centers and $1 billion in assets.
1984 – 1985	V.P. & Business Banking Center Manager, Chino, CA.
1983 – 1984	V.P. & Business Banking Center Commercial Loan Manager, San Bernardino, CA.

1982 – 1983	Vice President & Business Banking Center Commercial Loan Team Leader, Riverside, CA.
1981 – 1982	A.V.P. & Credit Approval Officer, Riverside, CA.
1978 – 1981	Assistant Vice President & Commercial Lending Officer, Hemet, CA.
1971 – 1978	Branch banking operations; Branch Bank Examiner; Senior Examiner; Examiner-in-Charge, all in Southern California.

Personal Information

Related Education

Pacific Coast Banking School at the University of Washington, Seattle, 1981-1983
Stanford Financial Management Program, 1988
Risk Management Association Leadership Program, 1990

Trade and Community Organizations

· Director, Central City Concern, 1994 to present. Member of Finance and Audit Committees. Housing, health and chemical dependency services for low income individuals and families.

· Managing Committee Member, Broadway Joint Venture, 1999 to 2003. Joint venture of non-profit organizations to build a 180 unit low income housing complex in downtown Portland, OR.

· Director former Chair, Neighborhood Partnership Fund, Member of Finance Committee. 1998 to present. Education, funding and management services for community development corporations in Oregon.

· Former Treasurer and Director, Portland House of Umoja, 1990 to 2002. Residential and outreach services for at-risk youth in low-income areas of Northeast Portland and surrounding areas.

· Former Chairman, Founding Director, and Loan Committee Chair, Network for Oregon Affordable Housing (NOAH).

· Former Chairman and Director, Risk Management Association (RMA), Oregon Chapter.

· Committee Member, Real Estate Lending Committee, Risk Management Association (RMA), Philadelphia, PA.

· Former Member, Private Industry Council.

Under the Securities Exchange Act of 1934 (Amendment No. 1)*

Under the Securities Exchange Act of 1934
(Amendment No. 1)*