-----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, AdtoQDXFlH8L2oA9GMPVFutrYb2g7M4QCIv0pcfcdiih6kF1kqXdgDALWhcXuJIp eNIrsOb7cXa7NP4mlhO4BQ== 0000896595-05-000337.txt : 20050926 0000896595-05-000337.hdr.sgml : 20050926 20050923195734 ACCESSION NUMBER: 0000896595-05-000337 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050923 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050926 DATE AS OF CHANGE: 20050923 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-23881 FILM NUMBER: 051101568 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 8-K 1 f8kmgrapl923.htm FORM 8-K -- Converted by SECPublisher 3.1.0.1, created by BCL Technologies Inc., for SEC Filing

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

FORM 8-K
CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

            Date of Report (Date of earliest event reported):                     September 23, 2005

Cowlitz Bancorporation
(Exact Name of Registrant as specified in its charter)

Washington    0-23881    91 - 529841 
(State or other jurisdiction of    (Commission File Number)    (IRS Employer Identification No.) 
incorporation)         

927 Commerce Ave.
Longview, Washington 98632
Address of Principal Executive Office and Zip Code

Registrant's telephone number including area code 360-423-9800

Not applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:

[ ] 

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 

   

230.425) 

 

[ ] 

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 

   

240.14a-12) 

 

[ ] 

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange 

   

Act (17 CFR 240.14d-2(b)) 

 

[ ] 

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange 

   

Act (17 CFR 240.13e-4(c)) 



Item 7.01    Regulation FD Disclosure. 

        On September 23, 2005, Cowlitz Bancorporation issued a press release announcing receipt of regulatory approvals and the approval by shareholders of AEA Bancshares, Inc. of the proposed merger of AEA Bancshares, Inc. with and into Cowlitz Bancorporation. A copy of the press release attached as Exhibit 99.1.

Item 9.01    Financial Statements and Exhibits. 
 
    (a)    Not applicable. 
    (b)    Not applicable. 
    (c)    Exhibits. 
        99.1 Press Release 
 
                                             


SIGNATURES 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

            COWLITZ BANCORPORATION 
            (Registrant) 
 
 
Date:    September 23, 2005    By:    /s/ Richard J. Fitzpatrick 
            Richard J. Fitzpatrick, Chief Executive Officer 



EX-99.1PRESS RELEASE 2 ex991.htm EXHIBIT 99.1 PRESS RELEASE -- Converted by SECPublisher 3.1.0.1, created by BCL Technologies Inc., for SEC Filing

EXHIBIT 99.1

September 23, 2005 2:00 p.m. Pacific Time

Company Press Release

     Cowlitz Bancorporation/AEA Bancshares
Merger gets Regulatory and Shareholder Approval

SOURCE & CONTACT:     
 
Cowlitz Bancorporation    AEA Bancshares, Inc. 
Richard J. Fitzpatrick    Clyde ("Chuck") Brooks, Jr. 
President and Chief Executive Officer    Interim President and Chief Executive Officer 
360-423-9800    206-301-0180 

Longview, WA and Seattle, WA, September 23, 2005 - Cowlitz Bancorporation, (NASDAQ: CWLZ), parent company of Cowlitz Bank (www.cowlitzbank.com), and AEA Bancshares, Inc. (AEA), parent company of Asia-Europe-Americas Bank, today announced that they have received both regulatory and shareholder approval for the merger transaction that was first announced in May. Of the shares that voted at the AEA special meeting, over 99.9% were cast in favor of the merger with Cowlitz. The companies are targeting a November 1, 2005 closing.

"We are very pleased with the results of the recent AEA shareholder meeting and the responses from our regulators. We are looking forward to having a stronger presence in the Seattle market, and serving the existing AEA customers with the high level of customer service for which both organizations are recognized." said Richard J. Fitzpatrick, President and CEO of Cowlitz Bancorporation.

Upon completion of the transaction, Asia-Europe-Americas Bank's single Seattle branch will operate under the Bay Bank name. Cowlitz operates branches under the Bay Bank name in Portland and Wilsonville, Oregon and Bellevue, Washington, in addition to its four Cowlitz Bank branches in Cowlitz County, Washington. Cowlitz also operates a Bay Bank loan production office in Vancouver, Washington.

"This transaction allows our customers and shareholders access to a growing institution, which has proven itself as a successful institution for the small to mid-size business sector. ", said Chuck Brooks, Interim President and Chief Executive Officer for AEA Bancshares, Inc.

At closing, the combined organizations are expected to have assets in excess of $400 million and deposits of over $350 million. As of June 30, 2005, Cowlitz Bancorporation held total assets of $302 million and total deposits of $249 million. Total assets at AEA Bancshares, as of June 30, 2005, were $89 million and total deposits were $77 million. Cowlitz Bancorporation expects the merger to be accretive to earnings per share in 2006.


Cowlitz Bancorporation is the holding company of Cowlitz Bank, which was established in 1977. In addition to its four branches in Cowlitz County Washington, Cowlitz Bank's divisions include Bay Bank located in Bellevue and Vancouver, Washington and Portland and Wilsonville, Oregon; and Bay Mortgage, with residential lenders in three of the Bank's Cowlitz County branches, as well as the Vancouver office. Cowlitz specializes in commercial banking services for Northwest businesses, professionals, and retail customers, and offers trust services out of Longview and Vancouver, Washington, and in its Bay Bank branch in Portland, Oregon.

AEA Bancshares is the holding company for Asia-Europe-Americas Bank. AEA Bank is headquartered and operates out of its single branch office in Seattle, Washington. Asia-Europe-Americas Bank was established in 1995 and focuses on providing commercial banking services to businesses and professionals in the greater Seattle area.

Forward-Looking Statements

This press release includes forward-looking statements within the meaning of the "Safe-Harbor" provisions of the Private Securities Litigation Reform Act of 1995, which management believes are a benefit to shareholders. These statements are necessarily subject to risk and uncertainty and actual results could differ materially due to certain risk factors, including those set forth from time to time in Cowlitz Bancorporation's filings with the Securities and Exchange Commission (the "SEC"). You should not place undue reliance on forward-looking statements and we undertake no obligation to update any such statements. Specific risks in this press release include the outcome of certain of AEA's third party claims and disputes which would result in adjustments to the purchase price, the risk that the proposed merger is not consummated and the timing of completion, uncertainties associated with integration of operations and the attendant cost of combining the banks, whether the transaction will be accretive to Cowlitz shareholders, the quality of AEA Bank's assets that Cowlitz will acquire, the ability of Cowlitz to retain customers of AEA following the merger, acceptance of Bay Bank's products and services in the marketplace, and intense competition within the retail banking industry.



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