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) June 14, 2006
STERLING FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
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| Washington
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0-20800
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91-1572822 |
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(Commission File Number)
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(I.R.S. Employer |
| incorporation or organization)
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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)
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o 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 1.01 Entry into a Material Definitive Agreement.
The information set forth below under Item 2.03 is hereby incorporated by reference into this
Item 1.01.
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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant. |
On June 14, 2006, Sterling Financial Corporation (“Sterling”) completed a private placement of
an aggregate amount of $55 million in trust preferred securities (the “Preferred Securities”)
through a newly formed, wholly owned subsidiary, Sterling Capital Statutory Trust VII (the
“Trust”), as part of a pooled transaction. In connection with the issuance of the Preferred
Securities, on June 14, 2006, Sterling entered into an Indenture (the “Indenture”) by and between
Sterling and Wilmington Trust Company, as trustee, and an Amended and Restated Declaration of Trust
(the “Trust Agreement”) among Sterling, as sponsor, Wilmington Trust Company, as Delaware and
institutional trustee, and the administrative trustees of the Trust.
The Preferred Securities mature on June 15, 2036 and are redeemable beginning in 2011, but may
be redeemed earlier on the occurrence of certain events. The Preferred Securities bear an initial
rate of 6.852%. The rate will be adjusted quarterly at the 90-day LIBOR plus 1.52% and mature in
30 years. The Preferred Securities are part of larger pooled offerings, are subordinate to other
borrowings and qualify as capital for regulatory purposes. The Trustee or the holders of at least
25% of the aggregate principal amount of the Preferred Securities outstanding may declare the
entire principal of the Preferred Securities and the interest accrued thereon, if any, to be due
and payable immediately upon the occurrence of certain events, including defaults in payment by
Sterling, or the commencement of a bankruptcy, insolvency or reorganization action by or against
Sterling. The Preferred Securities have not been registered and are not expected to be registered
under the Securities Act of 1933, as amended, and may not be sold in the absence of registration or
an exemption from applicable registration requirements. The proceeds are expected to be used for
general corporate purposes.
The
foregoing description of the Preferred Securities is qualified in its
entirety by reference to the text of the Indenture, a copy of which
is attached as Exhibit 10.1 to this report and incorporated by
reference herein.
On June 15, 2006, Sterling issued a press release announcing the issuance of the Preferred
Securities. The text of the press release is attached as Exhibit 99.1 to this report.
Item 8.01. Other Events
On June 15, 2006, Sterling issued a press release announcing that the shareholders of Lynnwood
Financial Group, Inc. (“Lynnwood”), the parent company of Golf Savings Bank, had approved the
proposed merger with Sterling at a special meeting of shareholders held Wednesday, June 14, 2006.
The text of the press release is attached as Exhibit 99.2 to this report.
Item 9.01. Financial Statements and Exhibits.
(c) The following exhibits are filed herewith:
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Exhibit No. |
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Exhibit Description |
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10.1 |
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Indenture by and between Sterling
Financial Corporation and Wilmington Trust Company dated
June 14, 2006. |
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99.1 |
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Press release text of Sterling Financial Corporation dated June 15, 2006. |
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99.2 |
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Press release text of Sterling Financial Corporation dated June 15, 2006. |
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