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): March 22, 2005
Riverview Bancorp, Inc.
(Exact name of registrant as specified in its charter)
Washington 0-22957 91-1838969
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
900 Washington Street, Suite 900, Vancouver, Washington 98660
(Address of principal executive offices) (Zip Code)
Registrant's telephone number (including area code): (360) 693-6650
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.
[X] 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 8.01 Other Events
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On March 22, 2005, Riverview Bancorp, Inc. issued a press release
announcing that it had received State of Oregon and Office of Thrift
Supervision approvals for its acquisition of American Pacific Bank located in
Portland, Oregon.
For additional information, reference is made to the press release
attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
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(c) Exhibits
99.1 Press Release of Riverview Bancorp, Inc. dated March 22, 2005.
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.
RIVERVIEW BANCORP, INC.
DATE: March 22, 2005 By: /s/Ronald A. Wysaske
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Ronald A. Wysaske
President and Chief Operating Officer
Exhibit 99.1
CORRECTING AND REPLACING
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RIVERVIEW BANCORP RECEIVES REGULATORY APPROVAL TO ACQUIRE
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AMERICAN PACIFIC BANK
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Vancouver, WA - March 22, 2005 - In BW5186 issued March 22, 2005: First graph,
first sentence should read: Riverview Bancorp, Inc. (Nasdaq: RVSB News),
parent company of Riverview Community Bank, announced today that it has
received Office of Thrift Supervision and State of Oregon approvals for its
acquisition of American Pacific Bank, located in Portland, Oregon (instead of:
Riverview Bancorp, Inc. (Nasdaq:RVSB - News) parent company of Riverview
Community Bank, announced today that it has received all regulatory approval
for its acquisition of American Pacific Bank, located in Portland, Oregon.)
Also: see addition of paragraph no. 4 and additional CONTACT info.
The corrected release reads:
RIVERVIEW BANCORP RECEIVES REGULATORY
-------------------------------------
APPROVAL TO ACQUIRE AMERICAN PACIFIC BANK
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Riverview Bancorp, Inc. (Nasdaq: RVSB) parent company of Riverview Community
Bank, announced today that it has received Office of Thrift Supervision and
State of Oregon approvals for its acquisition of American Pacific Bank,
located in Portland, Oregon. The merger is subject to the approval of the
shareholders of American Pacific Bank at a special meeting of shareholders
that will be held on April 21, 2005.
"We are very excited about the combination of our two companies as it enhances
our commercial banking franchise and expands Riverview's footprint," said Pat
Sheaffer, Chairman and CEO. "We have had success in Clark County and
Southwest Washington, and look forward to bringing our community-oriented
brand of banking across the Columbia River into Oregon."
Riverview Bancorp, Inc. (www.riverviewbank.com) is headquartered in Vancouver,
Washington just north of Portland, Oregon on the I-5 corridor. With assets of
$542 million as of December 31, 2004, it is the parent company of the 81
year-old Riverview Community Bank, as well as Riverview Mortgage and Riverview
Asset Management Corp. There are 13 Southwest Washington branches, including
nine in Clark County the second fastest growing county in the state, and one
lending center. The bank offers true community banking services, focusing on
providing the highest quality service and financial products to commercial and
retail customers. The company recently announced the signing of a definitive
merger agreement with American Pacific Bank (Nasdaq: AMPB), a Portland,
Oregon bank with assets of $122.6million as of December 31, 2004. American
Pacific Bank began operations in 1979 and operates three offices in Portland,
Gresham and Aumsville, Oregon. Pending shareholder approval and other closing
conditions as provided in the merger agreement, Riverview Bancorp hopes to
close the transaction within the second calendar quarter of 2005.
Additional Information About the Merger and Where to Find It
Shareholders of American Pacific Bank and other investors are urged to read
the proxy statement/prospectus that will be mailed to each shareholder of
American Pacific Bank as of March 21, 2005 and was included in the
registration statement on Form S-4 that Riverview Bancorp filed with the
Securities and Exchange Commission ("SEC") in connection with the proposed
merger. The proxy statement/prospectus contains important information about
Riverview Bancorp, American Pacific Bank, the merger, the persons soliciting
proxies in the merger and their interests in the merger and related matters.
Investors may obtain all documents filed with the SEC by Riverview Bancorp
free of charge at the SEC's website, www.sec.gov. In addition, documents filed
with the SEC by Riverview
Bancorp will be available free of charge from the Corporate Secretary of
Riverview Bancorp at 900 Washington Street, Suite 900, Vancouver, Washington
98660, telephone (360) 693-6650. We urge investors to read the proxy
statement/prospectus carefully before making a decision concerning the merger
because it contains important information.
This news release contains certain forward-looking statements about the
proposed merger of American Pacific Bank into Riverview Community Bank. These
statements include statements regarding the anticipated closing date of the
transaction and anticipated future results. Forward-looking statements can be
identified by the fact that they do not relate strictly to historical or
current facts. They often include words like "believe," "expect,"
"anticipate," "estimate," and "intend" or future or conditional verbs such as
"will," "would," "should," "could" or "may." Certain factors that could cause
actual results to differ materially from expected results include delays in
completing the merger, difficulties in achieving cost savings from the merger
or in achieving such cost savings within the expected time frame, difficulties
in integrating Riverview Community Bank and American Pacific Bank, changes in
asset quality, increased competitive pressures, changes in the interest rate
environment, changes in general economic conditions, legislative and
regulatory changes that adversely affect the business in which Riverview
Community Bank and American Pacific Bank are engaged, and changes in the
securities markets. Additional factors that could cause actual results to
differ materially are disclosed in Riverview Bancorp's recent filings with the
SEC, including but not limited to Annual Reports on Form 10-K, quarterly
reports on Form 10-Q and current reports on Form 8-K.
Contact:
Riverview Bancorp, Inc.
Patrick Sheaffer, 360/693-6650
Chairman and Chief Executive Officer
or
American Pacific Bank
David Chen, 503/221-5801
President and Chief Executive Officer
or
Riverview Bancorp, Inc.
Ron Wysaske, 360/693-6650
President