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): January 1, 2002
Banner Corporation
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(Exact name of registrant as specified in its charter)
Washington 0-26584 91-1632900
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State or other jurisdiction Commission (I.R.S. Employer
of incorporation File Number Identification No.)
10 S. First Avenue, Walla Walla, Washington 99362
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number (including area code) (509) 527-3636
Not Applicable
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(Former name or former address, if changed since last report)
Item 5. Other Events
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Effective January 1, 2002, Banner Corporation ("Corporation") consummated
the previously announced acquisition of Oregon Business Bank ("OBB"). The
acquisition was accomplished by the merger of OBB with and into the
Corporation's financial institution subsidiary, Banner Bank. Stockholders of
OBB received $18.75 in cash in exchange for each share of their OBB common
stock, for total cash consideration of $10,000,000.
Additional information concerning the acquisition is contained in the
press release issued by the Corporation on January 15, 2002, attached hereto
as Exhibit 99 and incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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Exhibit
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2 Agreement and Plan of Merger dated as of September 25, 2001 by
and among Banner Corporation and Banner Bank and Oregon Business
Bank (incorporated by reference to Exhibit 2 to the
Corporation's Form 8-K filed September 26, 2001).
99 Press Release dated January 15, 2002.
SIGNATURES
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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.
BANNER CORPORATION
DATE: January 15, 2002 By: /s/Gary Sirmon
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Gary Sirmon
President
Exhibit 99
Tuesday January 15, 6:00 am Eastern Time
Press Release
SOURCE: Banner Corporation
Banner Corporation Completes Oregon Business Bank Acquisition
WALLA WALLA, Wash.--(BUSINESS WIRE)--Jan. 15, 2002--Banner Corporation
(Nasdaq:BANR - news), the parent company of Banner Bank, today announced it
has completed the acquisition of Oregon Business Bank (OBB) of Lake Oswego,
Oregon. The $10.0 million cash transaction closed on schedule, January 1,
2002.
``We are excited to welcome Oregon Business Bank as a division of our
franchise, Banner Bank. The addition of OBB increases and strengthens the
services we can make available to the Portland-area customers of our growing
construction and mortgage lending subsidiary, Community Financial Corporation,
as well as expands our position in the vital I-5 corridor,'' said Gary Sirmon,
President and Chief Executive Officer of Banner Corporation. ``Oregon Business
Bank was the fastest growing financial institution in Oregon in 2000 and
experienced additional strong growth during 2001. We expect this growth to
continue, especially given the additional resources available to OBB as a
division of Banner Bank. The acquisition should be immediately accretive to
earnings and return on equity.''
``This combination will improve our ability to serve customers in the Portland
metropolitan area, as well as provide efficiencies and cost savings for back
office functions,'' said James W. Shires, President of the Oregon Business
Bank Division. ``I am delighted to be a part of the Banner organization as are
all the staff members of OBB.''
A state-chartered commercial bank, opened in October 1999, Oregon Business
Bank had $38.8 million in assets at December 31, 2001. OBB specializes in
meeting the financial needs of small and medium sized businesses as well as
professionals in its market area.
Banner Corporation is the parent of Banner Bank, a Washington state chartered
commercial bank, which operates a total of 39 branch offices and six loan
offices in 18 counties in Washington, Oregon and Idaho. Banner serves the
Pacific Northwest region with a full range of deposit services and business,
commercial real estate, construction, residential, agricultural and consumer
loans. Visit Banner Bank on the web at www.banrbank.com.
Statements concerning future performance, developments or events, expectations
for earnings, growth and market forecasts, and any other guidance on future
periods, constitute forward-looking statements, which are subject to a number
of risks and uncertainties that are beyond the Company's control and might
cause actual results to differ materially from stated objectives. These
factors include but are not limited to: competition in the financial services
market for both deposits and loans as well as regional and general economic
conditions; and Banner's ability to successfully complete consolidation and
conversion activities, incorporate acquisitions into its operations, retain
key employees, increase its customer base, achieve cost savings and
successfully generate commercial, consumer and real estate loans. Banner
undertakes no responsibility to update or revise any forward-looking
statements.
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Contact:
Banner Corporation
Gary Sirmon
President and CEO
(509) 527-3636