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) February 28, 2007
STERLING FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
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Washington
(State or other jurisdiction of
incorporation)
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0-20800
(Commission File Number)
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91-1572822
(IRS Employer
Identification No.) |
111 North Wall Street, Spokane, Washington 99201
(Address of principal executive offices) (Zip Code)
(509) 458-3711
(Registrant’s telephone number, including area code)
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.
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
INFORMATION TO BE INCLUDED IN THE REPORT
Item 2.01 Completion of Acquisition or Disposition of Assets.
On March 1, 2004, Sterling Financial Corporation (“Sterling”), a Washington corporation,
announced that, effective February 28, 2007, it had completed its acquisition of Northern Empire
Bancshares (“Northern Empire”), a California corporation, pursuant to the terms of the Agreement
and Plan of Merger dated as of September 17, 2006 (the “Merger Agreement”). Under the terms of the
Merger Agreement, Northern Empire was merged with and into Sterling, with Sterling being the
surviving corporation (the “Merger”). Immediately following the Merger, Northern Empire’s
subsidiary financial institution, Sonoma National Bank, was merged with and into Sterling’s
subsidiary financial institution, Sterling Savings Bank, with Sterling Savings Bank being the
surviving institution.
As a result of the Merger,
Northern Empire shareholders will receive 0.805 shares of Sterling
common stock and $2.71 in cash for each share of Northern Empire common stock that they own.
Sterling will issue approximately 9,434,960 million shares of Sterling common stock out of its
authorized but unissued shares and pay cash in lieu of fractional shares. The aggregate purchase
price for the transaction was approximately $335 million at the time of the public announcement of
the Merger, September 19, 2006.
The preceding description is
qualified in its entirety by reference to the Merger Agreement
and a press release, both of which are incorporated herein by reference. See Exhibits 2.1 and
99.1.
Item 9.01 Financial Statements and Exhibits.
(a) Financial
Statements of Business Acquired.
The applicable
Financial Statements of Northern Empire will be filed with the Securities and Exchange Commission (the "SEC") by Amendment, pursuant to this Item 9.01, no
later than May 15, 2007.
(b) Pro Forma
Financial Information.
The applicable
Pro Forma Financial Information for Sterling and Northern Empire will be filed with the SEC by Amendment, pursuant
to this Item 9.01, no
later than May 15, 2007.
(c) Exhibits.
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2.1
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Agreement and Plan of Merger dated September 17, 2006 by
and among Sterling and Northern Empire (incorporated herein by reference to
Annex A of the Registration Statement on Form S-4, as amended (Commission
file number 333-139222), first filed by Sterling on December 8, 2006). |
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99.1
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Press Release dated March 1, 2007. Filed herewith. |
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