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 21, 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)) |
TABLE OF CONTENTS
INFORMATION TO BE INCLUDED IN THE REPORT
Item 8.01 Other Events.
Sterling Financial Corporation (“Sterling”) and Northern Empire Bancshares (“Northern Empire”)
today announced that shareholders of both Sterling and Northern Empire have approved Northern
Empire’s proposed merger with Sterling.
A copy of the joint press release issued by Sterling and Northern Empire on February 21, 2007
announcing the approval of the transaction is included as Exhibit 99.1 to this report.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
99.1 Joint Press Release dated February 21, 2007.
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Additional Information And Where To Find It
Sterling has filed with the Securities and Exchange Commission a registration statement on
Form S-4 and Sterling and Northern Empire have mailed a proxy statement/prospectus to their
security holders, containing information about the transaction. In addition to the registration
statement filed by Sterling and the proxy statement/prospectus mailed to the security holders of
Sterling and Northern Empire, Sterling and Northern Empire file annual, quarterly and current
reports, proxy statements and other information with the Securities and Exchange Commission.
Investors and security holders may obtain a free copy of the proxy statement/prospectus and other
relevant documents and any other documents filed with the Securities and Exchange Commission at its
website at www.sec.gov. The documents filed by Sterling may also be obtained free of charge from
Sterling by requesting them in writing at Sterling Financial Corporation, 111 North Wall Street,
Spokane, WA 99201, or by telephone at (509) 227-5389. In addition, investors and security holders
may access copies of the documents filed with the Securities and Exchange Commission by Sterling on
its website at www.sterlingfinancialcorporation-spokane.com. The documents filed by Northern
Empire may also be obtained by requesting them in writing at Northern Empire Bancshares, 801 Fourth
Street, Santa Rosa, CA 95404 or by telephone at (707) 591-9000. In addition, investors and
security holders may access copies of the documents filed with the Securities and Exchange
Commission by Northern Empire on its website at www.snbank.com.
Forward-Looking Statements
This
Form 8-K and the Exhibit hereto may contain forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include,
but are not limited to, statements about: (i) the benefits of the merger between Sterling and
Northern Empire, including future financial and operating results, cost savings, enhancements to
revenue and accretion to reported earnings that may be realized from the merger; (ii) Sterling’s or
Northern Empire’s plans, objectives, expectations and intentions and other statements that are not
historical facts; and (iii) other statements identified by words such as “expects,” “anticipates,”
“intends,” “plans,” “believes,” “seeks,” “estimates” or words of similar
meaning generally intended
to identify forward-looking statements. These forward-looking statements are based upon the current
beliefs and expectations of the management of Sterling and Northern Empire and are inherently
subject to significant business, economic and competitive uncertainties and contingencies, many of
which are beyond our control. In addition, these forward-looking statements are subject to
assumptions with respect to future business strategies and decisions that are subject to change.
Actual results may differ materially from the anticipated results discussed in these
forward-looking statements because of numerous possible uncertainties.
The
following factors, among others, could cause actual results to differ materially from the
anticipated results or other expectations expressed in the forward-looking statements: (1) the
businesses of Sterling and
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Northern Empire may not be combined successfully, or such combination may take longer, be more
difficult, time-consuming or costly to accomplish than expected; (2) the expected growth
opportunities and cost savings from the merger may not be fully realized or may take longer to
realize than expected; (3) operating costs, customer losses and business disruption following the
merger, including adverse effects on relationships with employees, may be greater than expected;
(4) adverse governmental or regulatory policies may be enacted; (5) the interest rate environment
may further compress margins and adversely affect net interest income; (6) results may be adversely
affected by continued diversification of assets and adverse changes to credit quality; (7)
competition from other financial services companies in Sterling’s and Northern Empire’s markets
could adversely affect operations; and (8) an economic slowdown could adversely affect credit
quality and loan originations. Additional factors that could cause actual results to differ
materially from those expressed in the forward-looking statements are discussed in Sterling’s and
Northern Empire’s reports (such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and
Current Reports on Form 8-K) filed with the Securities and Exchange Commission and available at the
SEC’s website at www.sec.gov.
Sterling cautions that the foregoing list of factors is not exclusive. All subsequent written
and oral forward-looking statements concerning the proposed transaction or other matters
attributable to Sterling or any person acting on Sterling’s behalf are expressly qualified in their
entirety by the cautionary statements above. Sterling does not undertake any obligation to update
any forward-looking statement to reflect circumstances or events that occur after the date the
forward-looking statements are made.
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