s3123110.htm
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As
filed with the Securities and Exchange Commission on December 17,
2010
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Registration
Statement No. 333-________
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
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FORM
S-3
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REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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BANNER
CORPORATION
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(Exact
name of registrant as specified in its charter)
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Washington
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91-1691604
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(State
or other jurisdiction of
incorporation
or organization)
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(I.R.S.
Employer
Identification
No.)
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10
S. First Avenue
Walla
Walla, Washington 99362
(509)
527-3636
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(Address,
including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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Albert
H. Marshall
Vice
President
Banner
Corporation
10
S. First Avenue
Walla
Walla, Washington 99362
(509)
526-8894
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(Name,
address, including zip code, and telephone number, including area code, of
agent for service)
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Copies
of communications to:
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John
F. Breyer, Jr., Esquire
Breyer
& Associates PC
8180
Greensboro Drive, Suite 785
McLean,
Virginia 22102
(703)
883-1100
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Approximate date of commencement of
proposed sale to the public: From time to time after this registration
statement becomes effective, subject to market conditions and other
factors.
If the
only securities being registered on this Form are being offered pursuant to
dividend or interest reinvestment plans, please check the following box:
[ ]
If any of
the securities being registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, other
than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: [X]
If this
Form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same
offering: [ ]
If this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering: [ ]
If this
Form is a registration statement pursuant to General Instruction I.D. or a
post-effective amendment thereto that shall become effective upon filing with
the Commission pursuant to Rule 462(e) under the Securities Act, check the
following box. [ ]
If this
Form is a post-effective amendment to a registration statement filed pursuant to
General Instruction I.D. filed to register additional securities or additional
classes of securities pursuant to Rule 413(b) under the Securities Act, check
the following box. [ ]
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer," and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated
filer [ ] Accelerated
Filer [X]
Non-accelerated
filer [ ] Smaller
reporting company [ ]
(Do not check if a smaller reporting
company)
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CALCULATION
OF REGISTRATION FEE
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Title
of each class of
Securities
to be registered
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Amount
to be
registered
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Proposed
maximum
offering
price per unit
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Proposed
maximum
aggregate
offering price
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Amount
of
registration
fee
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Common
stock,
$.01
par value per share
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15,000,000
(1)
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$1.69(2)
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$25,350,000
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$1,808.00
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(1)
Together with an indeterminate number of additional shares which
may be necessary to adjust the number of shares reserved for issuance
pursuant to the Banner Corporation Dividend Reinvestment and Direct Stock
Purchase and Sale Plan as a result of a stock split, stock dividend or
similar adjustment of the outstanding common stock of the
Registrant.
(2)
Estimated in accordance with Rule 457(c), calculated on the basis
of $1.69 per share, the average of the high and low share prices of the
Registrant's common stock on the Nasdaq Global Select Market on December
14, 2010.
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Pursuant
to Rule 429, the prospectus included in this Registration Statement is combined
with the prospectus relating to shares of common stock registered on Form S-3
Registration Statement No. 333-165552 previously filed by the registrant. Upon
its effectiveness, this Registration Statement will constitute Post-Effective
Amendment No. 1 to such previously filed registration statement.
The
registrant hereby amends this registration statement on such date or dates as
may be necessary to delay its effective date until the registrant shall file a
further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
The
information in this prospectus is not complete and may be changed. We may not
sell these securities until the registration statement filed with the Securities
and Exchange Commission is effective. This prospectus is not an offer to sell
these securities and it is not soliciting an offer to buy these securities in
any state where the offer or sale is not permitted.
PROSPECTUS
BANNER
CORPORATION
DIVIDEND
REINVESTMENT AND DIRECT STOCK PURCHASE AND SALE PLAN
15,000,000
Shares of Common Stock, Par Value $.01 Per Share
We are
offering you the opportunity to participate in our Dividend Reinvestment and
Direct Stock Purchase and Sale Plan. This prospectus describes and constitutes
the Plan. Please read this prospectus carefully and keep it for future
reference. Participation in this Plan is entirely voluntary and you can
discontinue your participation at any time. Details of the Plan, including
information on Computershare Trust Company, N.A., the Plan Administrator, are
provided in this prospectus.
PLAN
HIGHLIGHTS
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If
you are an existing shareholder, you may purchase additional shares of our
common stock by reinvesting all or a portion of the cash dividends paid on
your shares of common stock and by making optional cash payments of not
less than $50 and up to a maximum of $40,000 per month. We may permit
optional cash payments in excess of this maximum in some
instances.
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You
may participate in the Plan regardless of whether you hold your shares
directly, or they are held by a bank, broker or other
nominee.
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If
you are a new investor, you may join the Plan by making an initial
investment of not less than $250 and up to a maximum of $40,000. We may
permit initial investments in excess of this maximum in some
instances.
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As
a participant in the Plan, you may authorize electronic deductions from
your bank account for optional cash
payments.
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We
may offer discounts ranging from 0% to 5% on dividend reinvestments and
optional and initial cash investments. At our discretion, the discount may
be offered at variable rates on one, all or a combination of the sources
of investments, or not at all.
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Our
shares of common stock are quoted on the Nasdaq Global Select Market under the
symbol BANR. The last reported sales price of our common stock on December 14,
2010 was $1.68. Our executive offices are located at 10 S. First Avenue, Walla
Walla, Washington 99362. You can also contact us by telephone at 1-509-527-3636,
or through our website at www.bannerbank.com. The information on our website is
not part of this prospectus. Unless specifically noted otherwise in this
prospectus, all references to "we," "us," "our," or the "Company" refer to
Banner Corporation and its subsidiaries.
Investing
in our shares of common stock involves risks. You should consider certain risk
factors before enrolling in the Plan. See "Risk Factors" beginning on page 1 of
this prospectus and the documents incorporated herein by reference for more
information. We suggest you retain this prospectus for future
reference.
Shares
of our common stock are not savings or deposit accounts or other obligations of
any of our bank or non-bank subsidiaries, and they are not insured by the
Federal Deposit Insurance Corporation, the Deposit Insurance Fund or any other
governmental agency.
Neither
the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or passed upon the accuracy or
adequacy of this prospectus. Any representation to the contrary is a criminal
offense.
The date
of this prospectus is December ___, 2010.
TABLE
OF CONTENTS
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Page
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SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS
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ii |
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OUR
BUSINESS
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5 |
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RISK
FACTORS
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| THE
PLAN |
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What
is the Plan?
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What features does the Plan offer?
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Who is the
Plan Administrator and what does the Plan Administrator
do?
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How do I contact the Plan
Administrator?
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Are there fees associated
with participation in the Plan?
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How do I purchase shares if
I am not currently a Banner shareholder?
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How do I make optional cash
investments of $40,000 or less if I am already a Banner
shareholder?
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How do I make cash
investments in excess of $40,000?
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How do I enroll to have my
cash dividends reinvested?
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Must I reinvest
dividends?
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What
is the price I will pay for shares for reinvested dividends and cash
investments under $40,000?
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What
is the investment date for reinvested dividends and cash investments under
$40,000?
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What is the price I will
pay and what will be the investment date for daily volume cash investments
of more than $40,000?
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How do I keep track of the
transactions in my account?
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What is safekeeping of
certificates and how do I submit my certificates?
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How do I withdraw shares
held in my Plan account?
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How do I transfer shares to
another person?
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How do I sell shares held
in my account?
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How do I close my
account?
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Additional Information
Regarding the Plan
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Limitation of
Liability
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| USE OF PROCEEDS |
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| CERTAIN FEDERAL INCOME TAX
CONSEQUENCES |
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Tax Consequences of
Dividend Reinvestment
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Tax Consequences of
Optional Cash Payments
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Tax Consequences of
Dispositions
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Backup Withholding and
Information Reporting
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| PLAN OF DISTRIBUTION |
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| DESCRIPTION OF CAPITAL STOCK |
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Common
Stock |
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Preferred Stock – General
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Series A Preferred Stock
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Anti-takeover Effects
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| WHERE YOU CAN FIND MORE
INFORMATION |
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| EXPERTS |
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You
should rely only on the information contained in this prospectus, any prospectus
supplement and the documents we have incorporated by reference. We will disclose
any material changes in our affairs in an amendment to this prospectus, a
prospectus supplement or a future filing with the Securities and Exchange
Commission incorporated by reference in this prospectus. No person has been
authorized to give any information or to make any representations other than
those contained or incorporated in this prospectus and, if given or made, such
information or representations must not be relied upon as having been
authorized. References to our website have been provided for reference only, and
information on our website does not constitute part of this prospectus. This
prospectus does not constitute an offer to sell or a solicitation of an offer to
sell or to buy any securities other than those to which it relates, or an offer
or solicitation with respect to those securities to which it relates to any
persons in any jurisdiction where such offer or solicitation would be unlawful.
The delivery of this prospectus at any time does not imply that the information
contained or incorporated herein at its date is correct as of any time
subsequent to its date.
SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus and the documents we incorporate by reference in this prospectus may
include forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended.
Forward-looking
statements, which are based on certain assumptions and describe our future
goals, plans, strategies, and expectations, are generally identified by use of
the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,”
“project,” “seek,” “strive,” “try,” or future or conditional verbs such as
“will,” “would,” “should,” “could,” “may,” or similar
expressions. Our ability to predict results or the actual effects of
our plans or strategies is inherently uncertain. Although we believe that our
plans, intentions and expectations, as reflected in these forward-looking
statements, are reasonable, we can give no assurance that these plans,
intentions or expectations will be achieved or realized. Actual
results, performance or achievements could differ materially from those
contemplated, expressed or implied by the forward-looking statements contained
in this prospectus or any document incorporated by reference. Important factors
that could cause actual results to differ materially from our forward-looking
statements are set forth under Item 1A—“Risk Factors” in our most recent
annual report on Form 10-K and in other reports we have filed with the
Securities and Exchange Commission (the “SEC”) that are incorporated by
reference into this prospectus. Additional factors include, but are
not limited to:
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the
credit risks of lending activities, including changes in the level and
trend of loan delinquencies and write-offs and changes in our
allowance for loan losses and provision for loan losses that may be
impacted by deterioration in the housing and commercial real estate
markets and may lead to increased losses and nonperforming assets in our
loan portfolio, and may result in our allowance for loan losses not being
adequate to cover actual losses, and require us to materially increase our
reserves;
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changes
in general economic conditions, either nationally or in our market
areas;
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changes
in the levels of general interest rates and the relative differences
between short and long-term interest rates, deposit interest rates, our
net interest margin and funding
sources;
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fluctuations
in the demand for loans and competitive pricing
pressure;
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fluctuations
in real estate values in our market areas and in the number of unsold
homes, land or other properties;
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secondary
market conditions for loans and our ability to sell loans in the secondary
market;
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results
of examinations of us by the Board of Governors of the Federal Reserve
System (the “Federal Reserve Board”) and of our bank subsidiaries by the
Federal Deposit Insurance Corporation (the “FDIC”), the Washington State
Department of Financial Institutions, Division of Banks (the “Washington
DFI”) or other regulatory authorities, including our compliance with the
memoranda of understanding to which we are subject and the possibility
that any such regulatory authority may, among other things, institute a
formal or informal enforcement action against us or any of our bank
subsidiaries which could require us to increase our reserve for loan
losses, write-down assets, change our regulatory capital position or
affect our ability to borrow funds or maintain or increase deposits, or
impose additional requirements and restrictions on us, any of which could
adversely affect our liquidity and
earnings;
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our
ability to attract and retain
deposits;
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further
increases in premiums for deposit
insurance;
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our
ability to control operating costs and
expenses;
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the
use of estimates in determining fair value of certain of our assets and
liabilities, which estimates may prove to be incorrect and result in
significant adjustments to our financial
condition;
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difficulties
in reducing risk associated with the loans on our balance
sheet;
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our
ability to manage loan delinquency
rates;
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staffing
fluctuations in response to product demand or the implementation of
corporate strategies that affect our workforce and potential associated
charges;
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the
failure or security breach of computer systems on which we
depend;
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our
ability to retain key members of our senior management
team;
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costs
and effects of litigation, including settlements and
judgments;
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our
ability to implement our business
strategies;
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our
ability to successfully integrate any assets, liabilities, customers,
systems, and management personnel we may acquire into our operations and
our ability to realize related revenue synergies and cost savings within
expected time frames and any goodwill charges related
thereto;
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increased
competitive pressures among financial services
companies;
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changes
in consumer spending, borrowing and savings
habits;
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the
availability of resources to address changes in laws, rules, or
regulations or to respond to regulatory
actions;
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our
ability to pay dividends on our common and preferred stock and interest or
principal payments on our junior subordinated
debentures;
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adverse
changes in the securities markets;
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inability
of key third-party providers to perform their obligations to
us;
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changes
in accounting policies and practices, as may be adopted by the financial
institution regulatory agencies or the Financial Accounting Standards
Board, including
additional guidance and interpretation on accounting issues and details of
the implementation of new accounting
methods;
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legislative
or regulatory changes that adversely affect our business including changes
in regulatory policies and principles, or the interpretation of regulatory
capital or other rules;
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the
impact of the Dodd-Frank Wall Street Reform and Consumer Protection Act
and the implementing regulations;
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future
legislative or regulatory changes in the TARP Capital Purchase Program of
the U.S. Department of the Treasury;
and
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other
economic, competitive, governmental, regulatory, and technological factors
affecting our operations, pricing, products and services and the other
risks described elsewhere in this prospectus and the incorporated
documents and in our other filings with the
SEC.
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Some of
these and other factors are discussed in this prospectus under the caption "Risk
Factors" and elsewhere in this prospectus and in the incorporated documents.
Such developments could have an adverse impact on our financial position and our
results of operations.
Any
forward-looking statements are based upon management’s beliefs and assumptions
at the time they are made. We undertake no obligation to publicly update or
revise any forward-looking statements included or incorporated by reference in
this prospectus or to update the reasons why actual results could differ from
those contained in such statements, whether as a result of new information,
future events or otherwise. In light of these risks, uncertainties and
assumptions, the forward-looking statements discussed in this prospectus or the
incorporated documents might not occur, and you should not put undue reliance on
any forward-looking statements.
OUR
BUSINESS
Banner
Corporation is a bank holding company incorporated in the State of Washington.
We are primarily engaged in the business of planning, directing and coordinating
the business activities of our wholly owned subsidiaries, Banner Bank and
Islanders Bank. Banner Bank is a Washington-chartered commercial bank that
conducts business from its main office in Walla Walla, Washington and, as of
September 30, 2010, its 86 branch offices and seven loan production offices
located in Washington, Oregon and Idaho. Islanders Bank is also a
Washington-chartered commercial bank and conducts business from three locations
in San Juan County, Washington. Banner Corporation is subject to regulation by
the Federal Reserve Board. Banner Bank and Islanders Bank are subject to
regulation by the Washington DFI and the FDIC.
Banner
Bank is a regional bank which offers a wide variety of commercial banking
services and financial products to individuals, businesses and public sector
entities in its primary market areas. Islanders Bank is a community bank which
offers similar banking services to individuals, businesses and public entities
located in the San Juan Islands in the State of Washington. Our primary business
is that of a traditional banking institution, accepting deposits and originating
loans in locations surrounding our offices in portions of Washington, Oregon and
Idaho. Banner Bank is also an active participant in the secondary residential
mortgage market, engaging in mortgage banking operations largely through the
origination and sale of one- to four-family residential loans. Lending
activities include commercial business and commercial real estate loans,
agriculture business loans, construction and land development loans, one- to
four-family residential loans and consumer loans.
Our
common stock is traded on the NASDAQ Global Select Market under the ticker
symbol "BANR." Our principal executive offices are located at 10
South First Avenue, Walla Walla, Washington 99362-0265. Our telephone number is
(509) 527-3636.
Additional
information about us and our subsidiaries is included in documents incorporated
by reference in this prospectus. See “Where You Can Find More
Information” on page 21.
RISK
FACTORS
Investing
in our securities involves a degree of risk. You should carefully review the
risks and uncertainties described in our most recent Annual Report on Form 10-K,
as updated by any subsequent Quarterly Reports on Form 10-Q or Current Reports
on Form 8-K that we have filed or will file with the SEC and that are
incorporated by reference into this prospectus. The risks described in these
documents are not the only ones we face, but those that we currently consider to
be material. There may be other unknown or unpredictable economic, business,
competitive, regulatory, or other factors that could have material adverse
effects on our future results. Past financial performance may not be a reliable
indicator of future performance and historical trends should not be used to
anticipate results or trends in future periods. Please also read carefully the
section above entitled “Special Note Regarding Forward-Looking Statements” at
page ii.
THE
PLAN
What
is the Plan?
Our
Dividend Reinvestment and Direct Stock Purchase and Sale Plan enables new
investors to make an initial investment in our common stock and existing
investors to increase their holdings of our common stock. Participants can
purchase our common stock with optional cash investments and cash
dividends.
The Plan
is designed for long-term investors who wish to invest and build their share
ownership over time. The Plan is not intended to provide holders of shares of
common stock with a mechanism for generating assured short-term profits through
rapid turnover of shares acquired at a discount. The Plan's intended purpose
precludes any person, organization or other entity from establishing a series of
related accounts for the purpose of conducting arbitrage operations and/or
exceeding the optional monthly cash investment limit. We accordingly reserve the
right to modify, suspend or terminate participation by a shareholder who is
using the Plan for purposes inconsistent with its intended purpose.
What
features does the Plan offer?
Initial investment. If you
are not an existing shareholder, you can make an initial investment in our
common stock, starting with as little as $250 and up to a maximum of $40,000.
See "How do I purchase shares
if I am not currently a Banner shareholder?" below for more
information.
Optional monthly cash
investments. Once you are a shareholder, you can buy our common stock and
pay fees and commissions lower than those typically charged by stockbrokers for
small transactions. You can increase your holdings of our common stock through
optional cash investments of $50 or more, up to a maximum of $40,000 per month.
You can make optional cash investments by check or electronically with
deductions from your personal bank account. If you wish to make optional cash
investments in excess of $40,000 in any month or an initial investment in excess
of $40,000, see "How do I make
cash investments in excess of $40,000?" below for more
information.
Automatic dividend
reinvestment. You can also increase your holdings of our common stock
through automatic reinvestment of your cash dividends. You will also be credited
with dividends on fractions of shares you hold in the Plan. You can elect to
reinvest all or a portion of your dividends on your shares. You can receive
dividends electronically or by check. See "How do I purchase additional shares
if I am already a Banner shareholder?" below for more
information.
The
payment of dividends on our common stock is at the discretion of our Board of
Directors. There is no guarantee that we will pay dividends in the future. The
timing and amount of future dividends, if any, will depend on earnings, cash
requirements, our financial condition, applicable government regulations,
certain regulatory restrictions and other factors deemed relevant by our Board
of Directors, In addition, we currently may not declare or pay any dividends on
our common or preferred stock, without the prior written non-objection of the
Federal Reserve Bank. We also are currently subject to limitations on
our ability to pay cash dividends on our common stock as a result of our
issuance of preferred stock to the U.S. Department of the Treasury pursuant to
the TARP Capital Purchase Program. See “Description of Capital
Stock—Common Stock-Restriction on Dividends and Repurchases Under Agreement with
Treasury” and “—Series A Preferred Stock-Dividend Rate.”
Share safekeeping. You can
deposit your stock certificate(s) representing shares of our common stock for
safekeeping with the Plan Administrator. See "What is safekeeping of certificates
and how do I submit my certificates?" below for more
information.
Automated transactions.
Unless you are participating through your bank, broker or nominee, you can
execute many of your Plan transactions online via the Plan Administrator's
website at www.computershare.com. The information on the Plan Administrator's
website is not part of this prospectus. See instructions below describing how to
purchase and sell shares for more information. Refer to "What are the fees associated with
participation?" below for details on fees charged for these transactions
and services.
Who
is the Plan Administrator and what does the Plan Administrator do?
Computershare
Trust Company, N.A. ("Computershare") currently is the Plan Administrator,
registered transfer agent, and designated agent for each participating
shareholder. Computershare, as Plan Administrator, administers the Plan,
purchases and holds shares acquired for you under the Plan, keeps records, sends
statements of account activity and performs other duties related to the Plan.
The Plan Administrator holds for safekeeping the shares purchased for you
together with shares forwarded by you to the Plan Administrator for safekeeping
until termination of your participation in the Plan or receipt of your request
for a certificate for all or part of your shares. Shares purchased under the
Plan and held by the Plan Administrator will be registered in the Plan
Administrator's name or the name of its nominee, in either case as your agent.
In the event that the Plan Administrator should resign or otherwise cease to act
as agent, we will appoint a new administrator to administer the Plan. The Plan
Administrator also acts as dividend disbursing agent, transfer agent and
registrar for shares of our common stock.
We and
the Plan Administrator will not be liable in administering the Plan for any act
done in good faith or as required by applicable securities laws or for any good
faith omission to act including, without limitation, any claim or liability
arising out of failure to terminate your account upon your death, or with
respect to the prices at which shares are purchased or sold for your account and
the times when such purchases or sales are made or with respect to any
fluctuation in the market value after purchase or sale of shares. Neither we nor
the Plan Administrator shall have any duties, responsibilities or liabilities
except such as are expressly set forth in the Plan.
How
do I contact the Plan Administrator?
Unless
you are participating in the Plan through your bank, broker or nominee, if you
have questions regarding the Plan, please write to the Plan Administrator at the
following address:
Banner
Corporation
c/o
Computershare Trust Company, N.A.
P.O. Box
43078
Providence,
RI 02940-3078
or call
the Plan Administrator at 1-800-697-8924 within the United States and Canada or
1-312-360-5219 outside the United States and Canada. Include your name, address,
daytime telephone number, account number and reference Banner on all
correspondence. All transaction requests should be directed to the Plan
Administrator at P.O. Box 43078, Providence, RI 02940-3078.
In
addition, you may visit the Plan Administrator's website at
www.computershare.com. At this website, you can enroll in the Plan, obtain
information and perform certain transactions for your Plan account (unless you
are participating in the Plan through your bank, broker or nominee) via the
"Investor Centre" on the website.
If you
participate in the Plan through your bank, broker or nominee, you must contact
your bank, broker or nominee for all information regarding the Plan and all Plan
transactions.
Are
there fees associated with participation in the Plan?
Yes. The
following fees apply to your participation in the Plan:
|
|
Fees
|
|
|
If
Purchases Are Made
Directly from
Us
|
|
If
Purchases Are Made
in the Open
Market
|
|
Enrollment
fee for new
investors
|
None
|
|
None
|
|
Service
fee for optional cash investments made via check or
Internet
payment
|
$5.00
|
|
$5.00
|
|
Service
fee for optional cash investments made via recurring
automatic
monthly
investment
|
None
|
|
None
|
|
Service
fee for dividend
reinvestment
|
None
|
|
None
|
|
Processing
fee (including any brokerage commissions the Plan
Administrator
is required to
pay)
|
None
|
|
$0.12
per share
|
|
Fee
for
safekeeping
|
None
|
|
None
|
|
Service
fee for a batch order sale of shares (partial or full)
|
$15.00
|
|
$15.00
|
|
Service
fee for a market order sale of shares (partial or full)
|
$25.00
|
|
$25.00
|
|
Service
fee for sale of a fractional share at termination or
withdrawal
|
Up
to $15.00
|
|
Up
to $15.00
|
|
Processing
fee for sale of
shares
|
$0.12
per share
|
|
$0.12
per share
|
|
Returned
check or failed electronic payment fee
|
$25.00
|
|
$25.00
|
Thus for
example, if 20 shares were acquired by the Plan Administrator on your behalf in
the open market, you would pay the Plan Administrator $7.40 for the transaction
consisting of a check payment service fee of $5.00 and a per share commission of
$0.12 per share.
We can
change the fee structure of the Plan at any time. We will give you notice of any
fee changes prior to the changes becoming effective.
How
do I purchase shares if I am not currently a Banner shareholder?
To make
an investment online, log on to
www.computershare.com, click "Investment Plans," then select "All Plans"
under "Quick Search." Select "Banner Corporation." Then
select "Buy Now" and follow the enrollment wizard, which will guide you through
the simple investment process. You will be prompted to provide your banking
account number and ABA routing number to allow for the direct debit of funds
from your savings or checking account. You will receive an email confirming
receipt of your transaction as soon as you complete the investment process, as
well as a subsequent statement in the mail confirming the number of shares
purchased and their price.
To invest
by mail, simply fill out an Initial Enrollment Form, which can be obtained by
calling the Plan Administrator at 1-800-697-8924, and enclose a check (minimum
$250) made payable to "Computershare" for the value of your investment. The
Initial Enrollment Form may also be downloaded from the Plan Administrator's
website (www.computershare.com)
and mailed to the Plan Administrator.
Your cash
payment, less applicable service charges and commissions, will be used to
purchase shares for your account. Both full and fractional shares up to six
decimal places (if applicable) will be credited to your Plan account. The Plan
Administrator will commingle net dividend funds (if applicable) with cash
payments from all participants to purchase shares either directly from Banner or
on the open market.
You may
also purchase your initial shares by authorizing the Plan Administrator, on the
Direct Debit Authorization Form or through the Plan Administrator's website, to
make monthly purchases of a specified dollar amount, paid for by automatic
withdrawal from your U.S. bank account if at least $50 a month for five
consecutive months. Funds will be withdrawn from your bank account, via
electronic funds transfer, or EFT, on the fourth day of each month (or the next
business day if the fourth is not a business day). To terminate monthly
purchases by
automatic
withdrawal, you must send the Plan Administrator written, signed instructions.
It is your responsibility to notify the Plan Administrator if your direct debit
information changes.
How
do I make optional cash investments of $40,000 or less if I am already a Banner
shareholder?
If you
are a registered holder (i.e., your shares of Banner common stock are registered
in the stock transfer books of Banner in your name), to make an investment
online, log on to www.computershare.com and select "Investor Centre" and follow
the online instructions. Optional cash investments may also be mailed to the
Plan Administrator with the tear-off portion of your account statement or via
detailed written instructions.
You may
also authorize the Plan Administrator, on a Direct Debit Authorization Form or
the Plan Administrator's website, to make monthly purchases of a specified
dollar amount, paid for by automatic withdrawal from your U.S. bank account.
Funds will be withdrawn from your bank account, via EFT, on the fourth day of
each month (or the next business day if the fourth is not a business day). To
terminate monthly purchases by automatic withdrawal, you must send the Plan
Administrator written, signed instructions. It is your responsibility to notify
the Plan Administrator if your direct debit information changes.
In the
event that any check, draft or electronic funds transfer you may tender or order
as payment to the Plan Administrator to purchase Banner common stock is
dishonored, refused or returned, you agree that the purchased shares when
credited to your account may be sold, on the Plan Administrator's order without
your consent or approval, to satisfy the amount owing on the purchase. The
"amount owing" will include the purchase price paid, any purchase and sale
transaction fees, any brokerage commissions and the Plan Administrator's
returned check or failed electronic payment fee of $25.00. If the sale proceeds
of purchased shares are insufficient to satisfy the amount owing, you authorize
the Plan Administrator to sell additional shares then credited to your account
as necessary to cover the amount owing, without your further consent or
authorization. The Plan Administrator may sell shares to cover an amount owing
as a result of your order in any manner consistent with applicable securities
laws. Any sale for that purpose on a national securities exchange, such as the
Nasdaq Global Select Market, will be considered to be commercially reasonable.
You grant the Plan Administrator a security interest in all shares credited to
your account including securities subsequently acquired and held or tendered for
deposit, for purposes of securing any amount owing as described in this
paragraph.
If you
are a beneficial owner (i.e., you are a beneficial owner of Banner shares that
are registered in a name other than your own, such as a bank, broker or other
nominee) and wish to purchase additional Banner shares, you must either become a
registered holder by having your shares transferred into your own name and
following the instructions above, or you must instruct your bank, broker or
other nominee to invest on your behalf.
How
do I make cash investments in excess of $40,000?
If you
want to make optional cash investments in excess of $40,000 in any month or an
initial investment in excess of $40,000, you must receive our written approval.
To obtain our written approval, you must submit a request for waiver form. You
can obtain a request for waiver form by contacting Banner directly by calling us
at 1-509-526-8894. We have the sole discretion to approve or refuse any request
to make an optional cash investment or initial investment in excess of the
maximum amount and to set the terms of any such optional cash investment or
initial investment.
If we
approve your request for waiver, the Plan Administrator will notify you
promptly. In deciding whether to approve a request for waiver, we will consider
relevant factors, including, but not limited to, the following:
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·
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whether
the Plan is then acquiring newly issued shares directly from us or
acquiring shares in the open market or in privately negotiated
transactions from third parties;
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·
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our
need for additional funds;
|
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·
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the
attractiveness of obtaining additional funds through the sale of common
stock as compared to other sources of
funds;
|
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·
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the
purchase price likely to apply to any sale of common
stock;
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|
·
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the
shareholder submitting the request;
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·
|
the
extent and nature of the shareholder's prior participation in the
Plan;
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|
·
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the
number of shares of common stock held of record by the
shareholder;
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|
·
|
the
aggregate number of optional monthly cash investments and initial
investments in excess of $40,000 for which requests for waiver have been
submitted by all existing shareholders and new investors;
and
|
|
·
|
our
current and projected capital
needs.
|
If
requests for waiver are submitted for an aggregate amount in excess of the
amount we are then willing to accept, we may honor such requests in order of
receipt, pro rata or by any other method that we determine to be appropriate. We
may determine, in our discretion, the maximum amount that an existing
shareholder or new investor may invest pursuant to the Plan or the maximum
number of shares that may be purchased pursuant to a request for
waiver.
How
do I enroll to have my cash dividends reinvested?
If you
are the registered holder of shares, you may chose to reinvest all, a portion or
none of the cash dividends paid on your shares reinvested under the Plan in
additional shares by accessing your account online at www.computershare.com
or by completing an enrollment form and returning it to the Plan Administrator.
You can change your dividend reinvestment election at any time by accessing the
Plan Administrator's website at www.computershare.com
or by completing and signing a new enrollment form and returning it to the Plan
Administrator. For your new or changed participation to be effective for a
particular dividend, your notification must be received on or before the record
date for that dividend.
You must
choose one of the following when completing the enrollment form:
(a) Full Dividend
Reinvestment- If you select this option, the Plan Administrator will
reinvest all cash dividends paid on all of the Banner shares registered in your
name and you will be able to make optional cash payments for the purchase of
additional shares in accordance with the Plan.
Or
(b) Partial Dividend
Reinvestment - If you select this option, the Plan Administrator will pay
you dividends in cash on the number of shares of Banner common stock that you
specify in the appropriate space on the enrollment form and apply the balance of
your dividends toward the purchase of additional shares in accordance with the
Plan. This option also permits you to make optional cash payments for the
purchase of additional shares in accordance with the Plan.
Or
(c) Voluntary Cash
Payments Only (No Dividend Reinvestment) - If you select this option,
your dividends will not be reinvested. Instead, you will receive payment by
check or automatic deposit for all of your cash dividends. This option also
permits you to make optional cash payments for the purchase of additional shares
in accordance with the Plan.
You may
select any of the above investment options. If no option is selected by you on
the enrollment form which you return, you will be enrolled in the Full Dividend
Reinvestment Option. Regardless of your investment choice, all shares purchased
for you through the Plan will be credited to your account by the Plan
Administrator until you direct that these shares be sold or issued to you in
certificate form.
If you
are a beneficial owner of Banner shares, you must instruct your bank, broker or
nominee regarding reinvestment of dividends.
Must
I reinvest dividends?
No.
Dividend reinvestment is an option offered under the Plan. When you enroll in
the Plan by filling out the enrollment form, you may indicate whether you want
cash dividends on your shares reinvested. If you do not indicate a preference,
however, all cash dividends on your Plan shares will be reinvested.
If you
choose to receive cash dividends on some or all of your shares, your cash
dividend can be deposited directly to your bank account. If you are interested
in this option, contact the Plan Administrator or your bank, broker or nominee,
as appropriate, and request forms for Authorization for Electronic Direct
Deposit. Alternatively, if you are a registered holder, you may enroll to
receive your cash dividends via direct deposit by accessing the Plan
Administrator's website at www.computershare.com.
Select "Investor Centre" and follow the online instructions. If you elect to
receive cash dividends, and do not enroll in the direct deposit option or do not
enroll in the Plan at all, your dividend payments will continue to be sent, by
check, to the address of record on the account.
What
is the price I will pay for shares for reinvested dividends and cash investments
under $40,000?
If we
direct the Plan Administrator to purchase shares of common stock directly from
us with respect to reinvested dividends or optional cash investments of $40,000
or less, the purchase price of shares of common stock purchased will be the
average of the closing sales prices of the shares of common stock as reported on
the Nasdaq Global Select Market for the five trading days immediately preceding
the investment date, less the Plan discount, if any, then in effect. A "trading
day" is any day on which trades are reported on the Nasdaq Global Select Market.
We may offer discounts ranging from 0% to 5%. At our discretion, the discount
may be offered at variable rates on one, all or a combination of the sources of
investments, or not at all.
If the
Plan Administrator purchases shares of common stock in market transactions, then
your share price will be the weighted average price of all shares purchased for
that investment. The share price is the same for all participants in a given
investment (i.e., initial investors, current investors sending optional cash
payments and participants reinvesting their dividends).
What
is the investment date for reinvested dividends and cash investments under
$40,000?
The
"Purchase Date" is the date or dates on which the Plan Administrator purchases
shares of our common stock for the Plan, as described below.
Dividend Reinvestments. If
the Plan Administrator acquires shares directly from us, it will combine the
dividend funds of all Plan participants whose dividends are automatically
reinvested and will generally invest such dividend funds on the dividend payment
date (and any succeeding trading days necessary to complete the order). If the
dividend payment date falls on a day that is not a Nasdaq Global Select Market
trading day, then the investment will occur on the next trading day. In
addition, if the dividend is payable on a day when optional cash payments are to
be invested, dividend funds may be commingled with any such pending cash
investments and a combined order may be executed. If the Plan Administrator
acquires shares from parties other than us through open market transactions,
such purchases will occur during a period beginning on the day that would be
deemed the Purchase Date if the shares were acquired directly from us and ending
no later than 30 days following the date on which we paid the applicable cash
dividend, except where completion at a later date is necessary or advisable
under any applicable federal or state securities laws or regulations. The record
date associated with a particular dividend is referred to in this Plan as a
"dividend record date."
Initial and Optional Cash
Investments up to $40,000. If the Plan Administrator acquires shares
directly from us, then the Purchase Date for optional cash investments up to
$40,000 will be on the tenth calendar day of each month, or the next trading day
if the tenth day is not a trading day. If the Plan Administrator acquires shares
from third parties other than us through open market transactions, it will
attempt to buy our common stock in the open market through a registered
broker-dealer. Such purchases will begin on the day that would be deemed the
Purchase Date if the shares were acquired directly from us and will be completed
no later than 35 days following such date, except where completion at a later
date is necessary or advisable under any applicable federal or state securities
laws or regulations.
If you
are investing by mail, the Plan Administrator must receive your physical check
at least two business days prior to a Purchase Date. Initial and optional cash
investments received after the applicable investment date deadline will be
applied to purchase shares on the following Purchase Date. If you are investing
online, please refer to your confirmation page for the estimated debit date for
your one-time deduction. The Plan Administrator will commingle all funds
received from participants. Once you have placed your order, you may not request
a cash refund or otherwise change your order. No interest will be paid on funds
pending investment held by the Plan Administrator.
What
is the price I will pay and what will be the investment date for daily volume
cash investments of more than $40,000?
Shares of
Banner common stock purchased pursuant to a request for waiver for optional cash
investments of more than $40,000 will be acquired at a price to you equal to the
average of the high and low sales prices, computed up to six decimal places, if
necessary, of Banner's common stock on the Nasdaq Global Select Market for each
trading day during the pricing period, or the volume weighted average sale price
for each trading day during the pricing period, as set forth in the request for
waiver. The pricing period for optional investments made pursuant to an approved
request for waiver will be the day or days set forth in the request for waiver,
which may be the investment date or up to ten trading days prior to and
including an investment date. A request for waiver may specify one or more
investment dates. Shares purchased with optional cash investments of more than
$40,000 pursuant to a request for waiver may be purchased at a discount from the
purchase price and may be subject to a threshold price and will only be
purchased directly from us, and not through open market
transactions.
Unless we
waive our right to do so, we may establish for any investment date a minimum
price (the "threshold price") for purchasing shares with optional cash
investments made pursuant to written requests for waiver. We will, at least two
business days prior to the commencement of the pricing period for an investment
date, determine whether to establish a threshold price and, if a threshold price
is established, its amount and so notify the Plan Administrator. The
determination whether to establish a threshold price and, if a threshold price
is established, its amount will be made by us in our discretion after a review
of current market conditions, the level of participation in the Plan, and
current and projected capital needs.
The
threshold price for optional cash investments made pursuant to written requests
for waiver, if established for any investment date, will be a stated dollar
amount that the average of the high and low sales prices or, if appropriate, the
volume weighted average price of Banner's common stock on the Nasdaq Global
Select Market for each trading day of the relevant pricing period (not adjusted
for discounts, if any) must equal or exceed. If the threshold price is not
satisfied for a trading day in the pricing period, then that trading day and the
trading prices for that day will be excluded from that pricing period and a pro
rata portion of the participant's cash will be returned, without interest. Thus,
for example, if an approved request for waiver specifies that the pricing period
is one day (that is, the investment date) and the threshold price is not
satisfied on that day, then no investment will be made and the participant's
cash will be returned in full. Likewise, if the threshold price is not satisfied
for two of the five trading days in a particular pricing period, then the
average sales price for purchases and the amount of optional cash investments
which may be invested will be based upon the remaining three trading days when
the threshold price is satisfied. In such case, for each trading day on which
the threshold price is not satisfied, one-fifth of the optional cash investment
made by a participant pursuant to a request for waiver would be returned to such
participant, without interest, as soon as practicable after the applicable
investment date. Similarly, a pro rata portion of the participant's cash will be
returned if there are fewer trading days prior to the investment date than are
specified as the pricing period in the request for waiver or if no trades in
Banner common stock are reported on the Nasdaq Global Select Market for a
trading day during the pricing period, due to a market disruption or for any
other reason.
We may
elect to activate for any particular pricing period the pricing period extension
feature, which will provide that the initial pricing period will be extended by
the number of days during such period that the threshold price is not satisfied,
or on which there are no trades of our common stock reported by the Nasdaq
Global Select Market, subject to a maximum of five trading days. If we elect to
activate the pricing period extension feature and the threshold price is
satisfied for any additional day that has been added to the initial pricing
period, then that day will be included as one of the trading days for the
pricing period in lieu of the day on which the threshold price was not met or
trades of our common stock were not reported. For example, if the determined
pricing period is ten days, and the threshold price is not satisfied for three
out of those ten days in the initial pricing period, and we had previously
announced at the time of the request for waiver acceptance that the pricing
period extension feature was activated, then the pricing period will
automatically be extended, and if the threshold price is satisfied on the next
three trading days (or a subset thereof), then those three days (or a subset
thereof) will be included in the pricing period in lieu of the three days on
which the threshold price was not met. As a result, the purchase price will be
based upon the ten trading days of the initial and extended pricing period on
which the threshold price was satisfied and all of the cash investment will be
invested (rather than 30% being returned).
The
threshold price and pricing period extension concepts and return procedure
discussed above apply only to optional cash investments made pursuant to written
requests for waiver. Setting a threshold price for an investment date shall not
affect the setting of a threshold price for any subsequent investment
date.
For any
particular investment date, we may waive our right to set a threshold price for
optional cash investments that exceed $40,000. Neither Banner nor the Plan
Administrator shall be required to provide any written notice to participants as
to the threshold price for any investment date. Participants, however, may
ascertain whether the threshold price applicable to an investment date pursuant
to a request for waiver has been set or waived, as applicable, by telephoning
Banner at 1-509-526-8894.
The
purchase price will not be known until the purchase is completed. Participants
should be aware that the price may fluctuate during the period between
submission of a purchase request, its receipt by the Plan Administrator, and the
ultimate purchase on the open market.
How
do I keep track of the transactions in my account?
If you
are a registered holder, the Plan Administrator will mail a year-to-date summary
plan statement after each cash dividend. In addition, a statement will be mailed
to you after each purchase, which statement will include the number of shares
purchased and the purchase price. You may also view your transaction history
online by logging into your account on the Plan Administrator's website at
www.computershare.com. Details available online include share price, commission
and fees paid, and transaction type and date.
If you
are a beneficial owner, you must contact your bank, broker or nominee for
information regarding transactions in your account.
What
is safekeeping of certificates and how do I submit my certificates?
If you
own shares of Banner common stock in stock certificate form, you may elect to
deposit the shares represented by those stock certificates into your Plan
account for safekeeping with the Plan Administrator. The Plan Administrator will
credit these shares to your Plan account. You may later request issuance of a
certificate from the Plan Administrator at any time.
To
deposit shares with the Plan Administrator, send your stock certificates to the
Plan Administrator at the address listed on page 3. We recommend that you send
your certificates via registered mail and insured for 3% of the total value of
the shares to protect against loss in transit.
How
do I withdraw shares held in my Plan account?
You may
request that the Plan Administrator issue a certificate for some or all of the
shares held in your Plan account by doing any of the following:
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Access
the Plan Administrator's website at www.computershare.com.
Select "Investor Centre," login to your account and then follow the online
instructions;
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Call
1-800-697-8924 to access the Plan Administrator's automated telephone
system; or
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Complete
and sign the tear-off portion of your statement and mail the instructions
to the Plan Administrator.
|
The Plan
Administrator will issue a certificate in the exact registered name shown on
your Plan statement. Certificates will be sent by first class mail, generally
within a few days of receiving your request. There is no charge to you for this
service.
How
do I transfer shares to another person?
You may
transfer ownership of some or all of your Plan shares to another person, whether
by gift, private sale, or otherwise. In order to transfer some or all of your
shares, you must properly complete a Transfer of Ownership Form, or an executed
stock power, and return it to the Plan Administrator. Transfers may be made in
book-entry or certificated form.
Requests
for transfer of book-entry shares held under the Plan are subject to the same
requirements as the transfer of our common stock certificates, including the
requirement of a medallion signature guarantee. You may request a copy of the
Transfer of Ownership Form by contacting the Plan Administrator at
1-800-697-8924 or by downloading the forms from the Plan Administrator's website
at www.computershare.com.
How
do I sell shares held in my account?
You can
sell some or all of the shares held in your Plan account by contacting the Plan
Administrator. You have two choices when making a sale, depending on how you
submit your sale request, as follows:
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Market
Order: A market order is a request to sell shares promptly at the
current market price. Market order sales are only available at www.computershare.com
through Investor Centre or by calling the Plan Administrator directly at
1-800-697-8924. Market order sale requests received at www.computershare.com
through Investor Centre or by telephone will be placed promptly upon
receipt during market hours (normally 9:30 a.m. to 4:00 p.m. Eastern
time). Any orders received after 4:00 p.m. Eastern time will be placed
promptly on the next day the market is open. The price shall be the market
price of the sale obtained by the Plan Administrator's broker, less a
service fee of $25 and a processing fee of $0.12 per share
sold.
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Batch
Order: A batch order is an accumulation of all sale requests for a
security submitted together as a collective request. Batch orders are
submitted on each market day, assuming there are sale requests to be
processed. Sale instructions for batch orders received by the Plan
Administrator will be processed no later than five business days after the
date on which the order is received (except where deferral is required
under applicable federal or state laws or regulations), assuming the
applicable market is open for trading and sufficient market liquidity
exists. Batch order sales are available at www.computershare.com
through Investor Centre or by calling the Plan Administrator directly at
1-800-697-8924. All sales requests with an anticipated market value of
$25,000 or more are expected to be submitted in writing. All sales
requests received in writing will be submitted as batch order sales. The
Plan Administrator will cause your shares to be sold on the open market
within five business days of receipt of your request. To maximize cost
savings for batch order sales requests, the Plan Administrator may combine
each selling Plan participant's shares with those of other selling Plan
participants. In every case of a batch order sale, the price to each
selling Plan participant shall be the weighted average sale price obtained
by the Plan Administrator's broker for each aggregate order placed by the
Plan Administrator and executed by the broker, less a service fee of $15
and a processing fee of $0.12 per share sold. Proceeds are normally paid
by check, which are distributed within 24 hours after your sale
transaction has settled.
|
The Plan
Administrator reserves the right to decline to process a sale if it determines,
in its sole discretion, that supporting legal documentation is required. In
addition, no one will have any authority or power to direct the time or price at
which shares for the Plan are sold, and no one, other than the Plan
Administrator, will select the broker(s) or dealer(s) through or from whom sales
are to be made.
You
should be aware that the price of our common shares may rise or fall during the
period between a request for sale, its receipt by the Plan Administrator and the
ultimate sale on the open market. Instructions sent to the Plan Administrator to
sell shares are binding and may not be rescinded. If you prefer to have complete
control as to the exact timing and sales prices, you can transfer the shares to
a broker of your own choosing and sell them through a broker.
How
do I close my account?
If you
are a registered holder, you may terminate Plan participation by directing the
Plan Administrator to sell all of the shares in your account. You may submit a
signed written instruction to the Plan Administrator, complete the tear-off form
from your account statement, or you may utilize the Plan Administrator's
website. Follow the sales procedure outlined under "How do I sell shares held in my
account?" above, making certain to elect the sale of all Plan
shares.
Alternatively,
you may elect to receive a certificate for the full shares held in your Plan
account and to sell any fractional share remaining. In such case, a certificate
will be issued for the whole shares and a cash payment will
be made
for any remaining fractional share. That cash payment will be based upon the
current market price of the common stock, less any service fee, any applicable
brokerage commission and any other costs of sale.
You must
specifically inform the Plan Administrator that you wish to terminate
participation in the Plan (which option is listed separately on the tear-off
form attached to Plan statements). If you fail to do so, future dividends on
non-Plan shares will continue to be reinvested in accordance with your
pre-termination instructions, until you direct the Plan Administrator
otherwise.
If you
are a beneficial owner, you must contact your bank, broker or nominee to close
your account.
Additional
Information Regarding the Plan
We
reserve the right to curtail or suspend transaction processing until the
completion of any stock dividends, stock splits or other corporate actions. Any
stock dividends, distributions or stock split shares distributed on stock held
by the Plan Administrator for the participant in the Plan will be credited
directly into the participant's account.
Plan
participants may vote all shares (full and fractional) held in their Plan
account.
Neither
Banner nor the Plan Administrator will be liable for any act performed in good
faith or for any good faith omission to act, including, without limitation, any
claim of liability (i) arising out of failure to terminate a participant's
account, sell stock held in the Plan, or invest optional cash payments or
dividends or (ii) with respect to the prices at which stock is purchased or sold
for the participant's account and the time such purchases or sales are
made.
If, at
any time, the total number of shares in the participant's account is less than
one share, any remaining fraction may be sold and the account closed. See "What
are the fees associated with participation?" above for applicable fees
associated with the sale of shares.
We
reserve the right to modify the terms of the Plan, including applicable fees, or
to terminate the Plan at any time. In addition, we reserve the right to
interpret and regulate the Plan as we deem necessary or desirable in connection
with its operation. The Plan is generally not for use by institutional investors
or financial intermediaries. The Plan shall be governed by and construed in
accordance with the laws of the State of Washington. Participation in the Plan,
via any of the means outlined herein, shall constitute an offer by the
participant to establish an agency relationship with the Plan Administrator and
shall be governed by the terms and conditions of the Plan.
Neither
Banner nor the Plan Administrator will provide any advice, make any
recommendations, or offer any opinion with respect to whether or not you should
purchase or sell shares or otherwise participate under the Plan. You must make
independent investment decisions based on your own judgment and research. The
shares held in Plan accounts are not subject to protection under the Securities
Investor Protection Act of 1970.
Limitation
of Liability
The Plan
provides that neither we nor the Plan Administrator, nor any agent will be
liable in administering the Plan for any act done in good faith or any omission
to act in good faith in connection with the Plan. This limitation includes, but
is not limited to, any claims of liability relating to:
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·
|
the
failure to terminate your Plan account upon your death prior to receiving
written notice of your death; or
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·
|
the
purchase or sale prices reflected in your Plan account or the dates of
purchases or sales of shares under the Plan;
or
|
|
·
|
any
loss or fluctuation in the market value of our shares after the purchase
or sale of shares under the Plan.
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The
foregoing limitation of liability does not represent a waiver of any rights you
may have under applicable securities laws.
USE
OF PROCEEDS
We will
receive proceeds from purchases of our common stock through the Plan only if the
purchases are made directly from us. We have no current specific plan for the
use of any such proceeds other than for general business purposes. The purpose
for offering our shares through the Plan is to provide a benefit to our
shareholders while potentially increasing the capitalization of Banner
Corporation. We will not receive any proceeds from shares purchased by the Plan
Administrator in open market or negotiated purchases. We do not know the number
of shares that participants will purchase under the Plan or the prices at which
the shares will be sold to participants.
CERTAIN
FEDERAL INCOME TAX CONSEQUENCES
The
following is a brief summary of certain federal income tax considerations of
participation in the Plan. This summary is for general information only and does
not constitute tax advice. The information in this section is based on the
Internal Revenue Code of 1986, as amended (the "Code"), Treasury Regulations
thereunder, current administrative interpretations and practices of the Internal
Revenue Service (the "IRS"), and court decisions, all as of the date of this
prospectus. Future legislation, Treasury Regulations, administrative
interpretations and practices or court decisions could significantly change the
current law or adversely affect existing interpretations of current law. Any
change could apply retroactively to transactions preceding the date of the
change.
This
discussion assumes that you hold our common stock as a capital asset (i.e.,
property generally held for investment). This discussion does not purport to
deal with all aspects of taxation that may be relevant to you in light of your
personal investment circumstances, or if you are a type of investor who is
subject to special treatment under the Federal income tax laws (including
insurance companies, partnerships, tax-exempt organizations, financial
institutions or broker dealers, foreign corporations and persons who are not
citizens or residents of the United States).
The tax
consequences for participants who do not reside in the United States will vary
from jurisdiction to jurisdiction. Generally, in the case of a foreign
shareholder whose distributions are subject to U.S. income tax withholding, the
amount of the tax to be withheld will be deducted from the amount of the
distribution and only the balance will be reinvested.
If you
wish to participate in the Plan, you should consult your tax advisor regarding
the specific tax consequences (including the Federal, state, local and foreign
tax consequences) that may affect you if you participate in the Plan, and of
potential changes in applicable tax laws.
Tax
Consequences of Dividend Reinvestment
In the
case of shares of common stock purchased by the Plan Administrator from us, you
will be treated, for federal income tax purposes, as having received a
distribution equal to the fair market value, as of the investment date, of the
shares of common stock purchased with your reinvested dividends. This amount
includes the discount, if any, on reinvestment provided for by the Plan. The
fair market value should generally equal the average of the daily high and low
sale prices of our shares of common stock, as quoted by the Nasdaq Global Select
Market for the investment date.
In the
case of shares (including any fractional shares) purchased in market
transactions or in negotiated transactions with third parties, you will be
treated as having received a distribution equal to the amount of cash dividends
used to make those purchases, plus the amount of any brokerage fees paid by us
in connection with those purchases. You should be aware that, when we pay
brokerage fees on your behalf for shares purchased in market transactions, the
taxable income recognized by you as a participant in the Plan will be greater
than the taxable income that would have resulted solely from the receipt of the
dividend in cash.
The
distributions described above will constitute taxable dividend income to you to
the extent of our current and accumulated earnings and profits allocable to the
distributions. Under current law, which is scheduled to sunset at the end of
2010, dividend income will be taxed to you (if you are an individual) as net
capital gain (i.e., generally at the rates applicable to long-term capital
gains). Dividends received after 2010 will be taxable to you at
ordinary income rates. Any distributions in excess of our current and
accumulated earnings and profits will constitute a return of capital that will
reduce the basis of your shares of common stock by the amount of the excess
distribution, but not below zero. To the extent that excess distributions exceed
the tax basis in your shares, and
provided
that you have held your shares as capital assets, you will recognize capital
gain, which will be taxable as long-term capital gain if you have held your
shares for more than one year.
The tax
basis of your shares of stock purchased with reinvested dividends will generally
equal the total amount of distributions you are treated as having received, as
described above. Your holding period in shares of common stock (including
fractional shares) acquired pursuant to the Plan will generally begin on the day
after the applicable dividend payment date in the case of shares purchased from
us and on the day after the shares are credited to your account in the case of
shares purchased in market transactions. Consequently, shares of our common
stock purchased at different times will have different holding
periods.
You will
not realize any income when you receive certificates for whole shares credited
to your account under the Plan, either upon withdrawal of those shares from your
Plan account or upon termination of the Plan. You will, however, realize gain or
loss upon the sale or exchange of shares held in the Plan and, in the case of a
fractional share, when you receive a cash payment for a fraction of a share
credited to your Plan account. See “Tax Consequences of Dispositions,”
below.
Tax
Consequences of Optional Cash Payments
Participants
who choose to purchase additional shares by electing to make optional cash
payments, and who have also elected to have their dividends reinvested, will be
treated as having received a distribution equal to the excess, if any, of the
fair market value on the investment date of the shares of common stock purchased
over the amount of the cash payment made by the participant. The fair market
value should generally equal the average of the daily high and low sale prices
of our shares of common stock, as quoted by the Nasdaq Global Select Market for
the investment date. Any such distributions will be subject to tax in accordance
with the rules described above under “Tax Consequences of Dividend
Reinvestment.” The tax treatment of participants who purchase
shares by electing to make optional cash payments or as an initial cash
investment, but who have not elected to have their dividends reinvested, is not
entirely clear under existing law. However, the IRS has indicated in certain
private letter rulings that such individuals will not be treated as having
received a taxable distribution with respect to any discount in purchase price
offered pursuant to the Plan. Private letter rulings are not binding on the IRS
and cannot be relied upon by any taxpayer other than the taxpayer to whom the
ruling is addressed. Nevertheless such rulings often reflect the then-current
thinking of the IRS. Therefore, the tax treatment of a purchase of shares under
the Plan with an initial cash investment or an optional cash investment may
differ depending on whether you are also participating in the dividend
reinvestment feature of the Plan.
The tax
basis of shares of common stock acquired by optional cash payments or as an
initial investment will generally equal the total amount of distribution you are
treated as having received, as described above, plus the amount of the cash
payment. Your holding period in such shares (including fractional shares)
generally begins on the day after the applicable dividend date in the case of
shares purchased from us and on the day after the shares are credited to your
account in the case of shares purchased in market transactions.
Tax
Consequences of Dispositions
You may
realize gain or loss when shares of common stock are sold or exchanged, whether
the sale or exchange is made at your request upon withdrawal from the Plan or
takes place after withdrawal from or termination of the Plan and, in the case of
a fractional share, when you receive a cash payment for a fraction of a share of
common stock credited to your account. Assuming that shares have been held as
capital assets, such gain or loss will be capital in nature. The amount of the
capital gain or loss will be the difference between the amount that you receive
for the shares of common stock (including fractional shares) and your tax basis
in such shares or fraction thereof. Net capital gains of individuals derived
with respect to capital assets held for more than one year are generally
eligible for reduced rates of taxation. The deductibility of net capital losses
is subject to annual limitations. Unused capital losses may be
carried over to future years.
Backup
Withholding and Information Reporting
Under
certain circumstances described below, we or the Plan Administrator may be
required to deduct backup withholding on distributions paid to a shareholder,
regardless of whether those distributions are reinvested. Similarly, the Plan
Administrator may be required to deduct backup withholding from all proceeds of
sales of common shares held in a Plan account. A participant will be subject to
backup withholding if: (1) the participant has failed to properly furnish us and
the Plan Administrator with its taxpayer identification number; (2) the IRS
notifies
us or the
Plan Administrator that the identification number furnished by the participant
is incorrect; (3) the IRS notifies us or the Plan Administrator that backup
withholding should be commenced because the participant has failed to report
properly distributions paid to it; or (4) when required to do so, the
participant has failed to certify, under penalties of perjury, that the
participant is not subject to backup withholding.
Backup
withholding amounts will be withheld from dividends before those dividends are
reinvested under the Plan. Therefore, only this reduced amount will be
reinvested in Plan shares. Withheld amounts will generally constitute a tax
payment credited on such participant's federal income tax return.
The Plan
Administrator will report to you the amount of any dividends credited to your
account as well as any brokerage trading fees or other related charges paid by
us on your behalf. The Plan Administrator also will report to you any
amounts that are withheld under the backup withholding rules described
above. Such information will also be furnished to the IRS to the
extent required by law.
PLAN
OF DISTRIBUTION
Subject
to the discussion below, we may, at our sole discretion, distribute newly issued
shares of our common stock sold under the Plan. Alternatively, we may purchase
shares on the open market to be distributed pursuant to the Plan. You will be
responsible for certain fees, commissions and expenses in connection with such
transactions. The following is a summary of fees for which you will be
responsible:
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Dividend
Reinvestment
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None
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Optional
Cash Payments
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$5.00
fee for investments made via check or Internet payment (no fee per
transaction for investments made via recurring automatic
investments)
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Sale/Termination
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$15
per transaction (Batch order)
$25
per transaction (Market order)
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Safekeeping
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None
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Purchase
Commissions
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$0.12
per share on purchases (including reinvestment purchases) for shares
purchased on the open market, in addition to the applicable fees
above
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Sale
Commissions
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$0.12
per share sold
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In
connection with the administration of the Plan, we may be requested to approve
investments made pursuant to requests for waiver by or on behalf of existing
shareholders and new investors who may be engaged in the securities
business.
Persons
who acquire shares of our common stock through the Plan and resell them shortly
after acquiring them, including coverage of short positions, under certain
circumstances, may be participating in a distribution of securities that would
require compliance with Regulation M under the Securities Exchange Act of 1934,
and may be considered to be underwriters within the meaning of the Securities
Act of 1933. We will not extend to any such person any rights or privileges
other than those to which he, she or it would be entitled as a participant, nor
will we enter into any agreement with any such person regarding the resale or
distribution by any such person of the shares of our common stock so purchased.
We may, however, accept optional cash payments and initial investments made
pursuant to requests for waiver by such persons.
From time
to time, financial intermediaries, including brokers and dealers, and other
persons may engage in positioning transactions in order to benefit from any
waiver discounts applicable to optional cash payments and initial investments
made pursuant to requests for waiver under the Plan. Those transactions may
cause fluctuations in the trading volume of our common stock. Financial
intermediaries and such other persons who engage in positioning transactions may
be deemed to be underwriters. We have no arrangements or understandings, formal
or informal, with any person relating to the sale of shares of our common stock
to be received under the Plan. We
reserve
the right to modify, suspend or terminate participation in the Plan by otherwise
eligible persons to eliminate practices that are inconsistent with the purposes
of the Plan.
DESCRIPTION
OF CAPITAL STOCK
Our
authorized capital stock consists of:
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·
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200,000,000
shares of common stock, par value $.01 per share;
and
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500,000
shares of preferred stock, par value $.01 per
share.
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As of
December 15, 2010, there were 113,153,465 shares of our common stock issued and
outstanding and 124,000 shares of our preferred stock issued and outstanding,
all of which consisted of our Fixed Rate Cumulative Perpetual Preferred Stock,
Series A (the “Series A Preferred Stock”). We issued the shares of
Series A Preferred Stock to the U.S. Department of the Treasury (“Treasury”) on
November 21, 2008 pursuant to Treasury’s Troubled Asset Relief Program Capital
Purchase Program (the “TARP Capital Purchase Program”).
In this
section we describe certain features and rights of our capital stock. The
summary does not purport to be exhaustive and is qualified in its entirety by
reference to our Articles of Incorporation, Bylaws, and to applicable Washington
law.
Common
Stock
General. Except as described
below under “Anti-takeover
Effects – Restrictions on Voting Rights,” each holder of common stock is
entitled to one vote for each share on all matters to be voted upon by the
common shareholders. There are no cumulative voting rights. Subject to
preferences to which holders of any shares of preferred stock may be entitled,
holders of common stock will be entitled to receive ratably any dividends that
may be declared from time to time by the Board of Directors out of funds legally
available for that purpose. In the event of our liquidation,
dissolution or winding up, holders of common stock will be entitled to share in
our assets remaining after the payment or provision for payment of our debts and
other liabilities, distributions or provisions for distributions in settlement
of the liquidation account established in connection with the conversion of
Banner Bank from the mutual to the stock form of ownership, and the satisfaction
of the liquidation preferences of the holders of the Series A Preferred Stock
and any other series of our preferred stock then outstanding. Holders
of common stock have no preemptive or conversion rights or other subscription
rights. There are no redemption or sinking fund provisions that apply
to the common stock. All shares of common stock currently outstanding are fully
paid and nonassessable. The rights, preferences and privileges of the holders of
common stock are subject to, and may be adversely affected by, the rights of the
holders of shares of any series of preferred stock that we may designate in the
future.
Restrictions on Dividends and
Repurchases Under Agreement with Treasury. The securities
purchase agreement between us and Treasury provides that prior to the earlier of
(i) November 21, 2011 and (ii) the date on which all of the shares of the Series
A Preferred Stock have been redeemed by us or transferred by Treasury to third
parties, we may not, without the consent of Treasury, (a) increase the cash
dividend on our common stock to an amount that exceeds $0.05 per share, or (b)
subject to limited exceptions, redeem, repurchase or otherwise acquire shares of
our common stock or preferred stock other than the Series A Preferred Stock or
trust preferred securities.
Preferred
Stock – General
Our
Articles of Incorporation permit our Board of Directors to authorize the
issuance of up to 500,000 shares of preferred stock, par value $0.01, in one or
more series, without shareholder action. The Board of Directors can fix the
designation, powers, preferences and rights of each
series. Therefore, without approval of the holders of our common
stock or the Series A Preferred Stock (except as may be required under the terms
of the Series A Preferred Stock (see “Series A Preferred Stock-Voting
Rights”) or by the rules of the NASDAQ Stock Market or any other exchange
or market on which our securities may then be listed or quoted), our Board of
Directors can authorize the issuance of preferred stock with voting, dividend,
liquidation and conversion and other rights that could dilute the voting power
or other rights or adversely affect the market value of our common stock and the
Series A Preferred Stock and may assist management in impeding any unfriendly
takeover or attempted change in control. See “Anti-Takeover Effects – Authorized
Shares.”
Series
A Preferred Stock
This
section summarizes specific terms and provisions of the Series A Preferred
Stock. The description of the Series A Preferred Stock contained in
this section is qualified in its entirety by the actual terms of the Series A
Preferred Stock, as are stated in the articles of amendment to our Articles of
Incorporation, a copy of which is included in Exhibit 3.2 to the registration
statement of which this prospectus is a part and is incorporated by reference
into this prospectus. See “Where You Can Find More
Information.”
General. The
Series A Preferred Stock constitutes a single series of our preferred stock,
consisting of 124,000 shares, par value $0.01 per share, having a liquidation
preference amount of $1,000 per share. The Series A Preferred Stock
has no maturity date. We issued the shares of Series A Preferred
Stock to Treasury on November 21, 2008 in connection with the TARP Capital
Purchase Program for a purchase price of $124.0 million.
Dividend Rate. Dividends on
the Series A Preferred Stock are payable quarterly in arrears, when, as and if
authorized and declared by our Board of Directors out of legally available
funds, on a cumulative basis on the $1,000 per share liquidation preference
amount plus the amount of accrued and unpaid dividends for any prior dividend
periods, at a rate of (i) 5% per annum, from the original issuance date to but
excluding the first day of the first dividend period commencing after the fifth
anniversary of the original issuance date (i.e., 5% per annum from November 21,
2008 to but excluding February 15, 2014), and (ii) 9% per annum, from and after
the first day of the first dividend period commencing after the fifth
anniversary of the original issuance date (i.e., 9% per annum on and after
February 15, 2014). Dividends are payable quarterly in arrears on
February 15, May 15, August 15 and November 15 of each
year, commencing on February 15, 2009.
Dividends
on the Series A Preferred Stock will be cumulative. If for any reason
our Board of Directors does not declare a dividend on the Series A Preferred
Stock for a particular dividend period, or if the Board of Directors declares
less than a full dividend, we will remain obligated to pay the unpaid portion of
the dividend for that period and the unpaid dividend will compound on each
subsequent dividend date (meaning that dividends for future dividend periods
will accrue on any unpaid dividend amounts for prior dividend
periods).
We are
not obligated to pay holders of the Series A Preferred Stock any dividend in
excess of the dividends on the Series A Preferred Stock that are payable as
described above. There is no sinking fund with respect to dividends
on the Series A Preferred Stock.
Priority of
Dividends. So long as the Series A Preferred Stock remains
outstanding, we may not declare or pay a dividend or other distribution on our
common stock or any other shares of Junior Stock (other than dividends payable
solely in common stock) or Parity Stock (other than dividends paid on a pro rata
basis with the Series A Preferred Stock), and we generally may not directly or
indirectly purchase, redeem or otherwise acquire any shares of common stock,
Junior Stock or Parity Stock unless all accrued and unpaid dividends on the
Series A Preferred Stock for all past dividend periods are paid in
full.
“Junior
Stock” means our common stock and any other class or series of our stock the
terms of which expressly provide that it ranks junior to the Series A Preferred
Stock as to dividend rights and/or as to rights on liquidation, dissolution or
winding up of Banner Corporation. We currently have no outstanding
class or series of stock constituting Junior Stock other than our common
stock.
“Parity
Stock” means any class or series of our stock, other than the Series A Preferred
Stock, the terms of which do not expressly provide that such class or series
will rank senior or junior to the Series A Preferred Stock as to dividend rights
and/or as to rights on liquidation, dissolution or winding up of Banner
Corporation, in each case without regard to whether dividends accrue
cumulatively or non-cumulatively. We currently have no outstanding
class or series of stock constituting Parity Stock.
Liquidation Rights. In the
event of any voluntary or involuntary liquidation, dissolution or winding up of
the affairs of Banner Corporation, holders of the Series A Preferred Stock will
be entitled to receive for each share of Series A Preferred Stock, out of the
assets of Banner Corporation or proceeds available for distribution to our
shareholders, subject to any rights of our creditors, before any distribution of
assets or proceeds is made to or set aside for the holders of our common stock
and any other class or series of our stock ranking junior to the Series A
Preferred Stock, payment of an amount equal to the sum of (i) the $1,000
liquidation preference amount per share and (ii) the amount of any accrued and
unpaid dividends on the Series A Preferred Stock (including dividends accrued on
any unpaid dividends). To the extent the assets or proceeds available
for distribution to shareholders are not
sufficient
to fully pay the liquidation payments owing to the holders of the Series A
Preferred Stock and the holders of any other class or series of our stock
ranking equally with the Series A Preferred Stock, the holders of the Series A
Preferred Stock and such other stock will share ratably in the
distribution.
For
purposes of the liquidation rights of the Series A Preferred Stock, neither a
merger or consolidation of Banner Corporation with another entity nor a sale,
lease or exchange of all or substantially all of Banner Corporation’s assets
will constitute a liquidation, dissolution or winding up of the affairs of
Banner Corporation.
Redemption and Repurchases.
Subject to the prior approval of the Federal Reserve, the Series A
Preferred Stock is redeemable at our option in whole or in part at a redemption
price equal to 100% of the liquidation preference amount of $1,000 per share
plus any accrued and unpaid dividends to but excluding the date of redemption
(including dividends accrued on any unpaid dividends), provided that any
declared but unpaid dividend payable on a redemption date that occurs subsequent
to the record date for the dividend will be payable to the holder of record of
the redeemed shares on the dividend record date, and provided further that the
Series A Preferred Stock may be redeemed prior to the first dividend payment
date falling after the third anniversary of the original issuance date (i.e.,
prior to February 15, 2012) only if (i) we have, or our successor following a
business combination with another entity which also participated in the TARP
Capital Purchase Program has, raised aggregate gross proceeds in one or more
Qualified Equity Offerings of at least the Minimum Amount and (ii) the aggregate
redemption price of the Series A Preferred Stock does not exceed the aggregate
net proceeds from such Qualified Equity Offerings by us and any
successor. The “Minimum Amount” means $31.0 million plus, in the
event we are succeeded in a business combination by another entity which also
participated in the TARP Capital Purchase Program, 25% of the aggregate
liquidation preference amount of the preferred stock issued by that entity to
Treasury. A “Qualified Equity Offering” is defined as the sale for
cash by Banner Corporation (or its successor) of preferred stock or common stock
that qualifies as Tier 1 capital under applicable regulatory capital
guidelines.
Subsequent
to our issuance of the Series A Preferred Stock, on February 17, 2009, President
Obama signed the American Recovery and Reinvestment Act of 2009 (the “ARRA”)
into law. Among other things, the ARRA provides that subject to consulting with
the appropriate federal banking agency (the Federal Reserve in our case),
Treasury must permit repayment of funds provided under the TARP Capital Purchase
Program without regard to whether the institution which received the funds has
replaced the funds from any other source. Accordingly, the ARRA effectively
permits us to currently cause the redemption of the Series A Preferred Stock,
without regard to whether we have raised additional capital in a Qualified
Equity Offering or otherwise, subject to Treasury's consultation with the
Federal Reserve.
Shares of
Series A Preferred Stock that we redeem, repurchase or otherwise acquire will
revert to authorized but unissued shares of preferred stock, which may then be
reissued by us as any series of preferred stock other than the Series A
Preferred Stock.
No Conversion Rights. Holders
of the Series A Preferred Stock have no right to exchange or convert their
shares into common stock or any other securities.
Voting Rights. The holders of
the Series A Preferred Stock do not have voting rights other than those
described below, except to the extent specifically required by Washington
law.
Whenever
dividends have not been paid on the Series A Preferred Stock for six or more
quarterly dividend periods, whether or not consecutive, the authorized number of
directors of Banner Corporation will automatically increase by two and the
holders of the Series A Preferred Stock will have the right, with the holders of
shares of any other classes or series of Voting Parity Stock outstanding at the
time, voting together as a class, to elect two directors (the “Preferred
Directors”) to fill such newly created directorships at our next annual meeting
of shareholders (or at a special meeting called for that purpose prior to the
next annual meeting) and at each subsequent annual meeting of shareholders until
all accrued and unpaid dividends for all past dividend periods on all
outstanding shares of Series A Preferred Stock have been paid in full at which
time this right will terminate with respect to the Series A Preferred Stock,
subject to revesting in the event of each and every subsequent default by us in
the payment of dividends on the Series A Preferred Stock.
Upon any
termination of the right of the holders of the Series A Preferred Stock and
Voting Parity Stock as a class to vote for directors as described above, the
Preferred Directors will cease to be qualified as directors, the terms of office
of all Preferred Directors then in office will terminate immediately and the
authorized number of directors will be reduced by the number of Preferred
Directors which had been elected by the holders of the Series A
Preferred
Stock and the Voting Parity Stock. Any Preferred Director may be removed at any
time, with or without cause, and any vacancy created by such a removal may be
filled, only by the affirmative vote of the holders a majority of the
outstanding shares of Series A Preferred Stock voting separately as a class
together with the holders of shares of Voting Parity Stock, to the extent the
voting rights of such holders described above are then exercisable. If the
office of any Preferred Director becomes vacant for any reason other than
removal from office, the remaining Preferred Director may choose a successor who
will hold office for the unexpired term of the office in which the vacancy
occurred.
The term
“Voting Parity Stock” means with regard to any matter as to which the holders of
the Series A Preferred Stock are entitled to vote, any series of Parity Stock
(as defined under “Priority of
Dividends”) upon which voting rights similar to those of the Series A
Preferred Stock have been conferred and are exercisable with respect to such
matter. We currently have no outstanding shares of Voting Parity
Stock.
In
addition to any other vote or consent required by Washington law or by our
Articles of Incorporation, the vote or consent of the holders of at least 66
2/3% of the outstanding shares of Series A Preferred Stock, voting as a separate
class, is required in order to do the following:
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·
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amend
our Articles of Incorporation or the articles of amendment for the Series
A Preferred Stock to authorize or create or increase the authorized amount
of, or any issuance of, any shares of, or any securities convertible into
or exchangeable or exercisable for shares of, any class or series of stock
ranking senior to the Series A Preferred Stock with respect to the payment
of dividends and/or the distribution of assets on any liquidation,
dissolution or winding up of Banner Corporation;
or
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·
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amend
our Articles of Incorporation or the articles of amendment for the Series
A Preferred Stock in a way that materially and adversely affects the
rights, preferences, privileges or voting powers of the Series A Preferred
Stock; or
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·
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consummate
a binding share exchange or reclassification involving the Series A
Preferred Stock or a merger or consolidation of Banner Corporation with
another entity, unless (i) the shares of Series A Preferred Stock
remain outstanding or, in the case of a merger or consolidation in which
Banner Corporation is not the surviving or resulting entity, are converted
into or exchanged for preference securities of the surviving or resulting
entity or its ultimate parent, and (ii) the shares of Series A
Preferred Stock remaining outstanding or such preference securities, have
such rights, preferences, privileges, voting powers, limitations and
restrictions, taken as a whole, as are not materially less favorable than
the rights, preferences, privileges, voting powers, limitations and
restrictions of the Series A Preferred Stock prior to consummation of the
transaction, taken as a whole;
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provided, however, that
(1) any increase in the amount of our authorized but unissued shares of
preferred stock, and (2) the creation and issuance, or an increase in the
authorized or issued amount, of any other series of preferred stock, or any
securities convertible into or exchangeable or exercisable for any other series
of preferred stock, ranking equally with and/or junior to the Series A Preferred
Stock with respect to the payment of dividends, whether such dividends are
cumulative or non-cumulative, and the distribution of assets upon our
liquidation, dissolution or winding up, will not be deemed to materially and
adversely affect the rights, preferences, privileges or voting powers of the
Series A Preferred Stock and will not require the vote or consent of the holders
of the Series A Preferred Stock.
To the
extent holders of the Series A Preferred Stock are entitled to vote, holders of
shares of the Series A Preferred Stock will be entitled to one for each share
then held.
Anti-takeover
Effects
The
provisions of our Articles of Incorporation, our Bylaws, and Washington law
summarized in the following paragraphs may have anti-takeover effects and could
delay, defer, or prevent a tender offer or takeover attempt that a shareholder
might consider to be in such shareholder’s best interest, including those
attempts that might result in a premium over the market price for the shares
held by shareholders, and may make removal of the incumbent management and
directors more difficult.
Authorized Shares. Our Articles of
Incorporation authorize the issuance of 200,000,000 shares of common stock and
500,000 shares of preferred stock. These shares of common stock and
preferred stock provide our Board
of
Directors with as much flexibility as possible to effect, among other
transactions, financings, acquisitions, stock dividends, stock splits and the
exercise of employee stock options. However, these additional
authorized shares may also be used by the Board of Directors consistent with its
fiduciary duty to deter future attempts to gain control of us. The
Board of Directors also has sole authority to determine the terms of any one or
more series of preferred stock, including voting rights, conversion rates, and
liquidation preferences. As a result of the ability to fix voting
rights for a series of preferred stock, the Board has the power to the extent
consistent with its fiduciary duty to issue a series of preferred stock to
persons friendly to management in order to attempt to block a tender offer,
merger or other transaction by which a third party seeks control of us, and
thereby assist members of management to retain their positions.
Restrictions on Voting
Rights. Our Articles of
Incorporation provide for restrictions on voting rights of shares owned in
excess of 10% of any class of our equity security. Specifically, our
Articles of Incorporation provide that if any person or group acting in concert
acquires the beneficial ownership of more than 10% of any class of our equity
security without the prior approval by a two-thirds vote of our “Continuing
Directors,” (as defined therein) then, with respect to each vote in excess of
10% of the voting power of our outstanding shares of voting stock which such
person would otherwise have been entitled to cast, such person shall be entitled
to cast only one-hundredth of one vote per share. Exceptions from
this limitation are provided for, among other things, any proxy granted to one
or more of our “Continuing Directors” and for our employee benefit
plans. Under our Articles of Incorporation, the restriction on voting
shares beneficially owned in violation of the foregoing limitations is imposed
automatically, and the Articles of Incorporation provide that a majority of our
Continuing Directors have the power to construe the forgoing restrictions and to
make all determinations necessary or desirable to implement these
restrictions. These restrictions would, among other things, restrict
voting power of a beneficial owner of more than 10% of our outstanding shares of
common stock in a proxy contest or on other matters on which such person is
entitled to vote.
Board of Directors. Our Board of
Directors is divided into three classes, each of which contains approximately
one-third of the members of the Board. The members of each class are
elected for a term of three years, with the terms of office of all members of
one class expiring each year so that approximately one-third of the total number
of directors is elected each year. The classification of directors,
together with the provisions in our Articles of Incorporation described below
that limit the ability of shareholders to remove directors and that permit only
the remaining directors to fill any vacancies on the Board of Directors, have
the effect of making it more difficult for shareholders to change the
composition of the Board of Directors. As a result, at least two annual meetings
of shareholders will be required for the shareholders to change a majority of
the directors, whether or not a change in the Board of Directors would be
beneficial and whether or not a majority of shareholders believe that such a
change would be desirable.
Our
Articles of Incorporation provide that the size of the Board shall be not less
than five or more than 25 as set in accordance with the Bylaws. In
accordance with the Bylaws, the number of directors is currently set at
15. The Articles of Incorporation provide that any vacancy occurring
in the Board, including a vacancy created by an increase in the number of
directors, shall be filled by a vote of two-thirds of the directors then in
office and any director so chosen shall hold office for a term expiring at the
annual meeting of shareholders at which the term of the class to which the
director has been chosen expires. The classified Board is intended to
provide for continuity of the Board of Directors and to make it more difficult
and time consuming for a shareholder group to fully use its voting power to gain
control of the Board of Directors without the consent of incumbent members of
the Board. The Articles of Incorporation further provide that a
director may be removed from the Board of Directors prior to the expiration of
his term only for cause and only upon the vote of the holders of 80% of the
total votes eligible to be cast thereon. In the absence of this
provision, the vote of the holders of a majority of the shares could remove the
entire Board, but only with cause, and replace it with persons of such holders'
choice.
The
foregoing description of our Board of Directors does not apply with respect to
directors that may be elected by the holders of the Series A Preferred Stock in
the event we do not pay dividends on the Series A Preferred Stock for six or
more dividend periods. See “Series A Preferred Stock-Voting
Rights.”
Cumulative Voting, Special Meetings
and Action by Written Consent. Our Articles of
Incorporation do not provide for cumulative voting for any
purpose. Moreover, the Articles of Incorporation provide that special
meetings of shareholders may be called only by our Board of Directors or by a
committee of the Board. In addition, our Bylaws require that any
action taken by written consent must receive the consent of all of the
outstanding voting stock entitled to vote on the action taken.
Shareholder Vote Required to Approve
Business Combinations with Principal Shareholders. The Articles of
Incorporation require the approval of the holders of (i) at least 80% of the
outstanding shares entitled to vote thereon (and, if any class or series of
shares is entitled to vote thereon separately, the approval of the holders of at
least 80% of the outstanding shares of each such class or series) and (ii) at
least a majority of the outstanding shares entitled to vote thereon, not
including shares deemed beneficially owned by a “Related Person,” for certain
“Business Combinations” involving a Related Person, except in cases where the
proposed transaction has been approved in advance by two-thirds of those members
of Banner Corporation’s Board of Directors who are unaffiliated with the Related
Person and were directors prior to the time when the Related Person became a
Related Person. The term "Related Person" is defined to include any
individual, corporation, partnership or other entity (other than tax-qualified
benefit plans of Banner Corporation) which owns beneficially or controls,
directly or indirectly, 10% or more of the outstanding shares of common stock of
Banner Corporation or an affiliate of such person or entity. The term
"Business Combination" is defined to include: (i) any merger or consolidation of
Banner Corporation with or into any Related Person; (ii) any sale, lease,
exchange, mortgage, transfer, or other disposition of 25% or more of the assets
of Banner Corporation to a Related Person; (iii) any merger or consolidation of
a Related Person with or into Banner Corporation or a subsidiary of Banner
Corporation; (iv) any sale, lease, exchange, transfer, or other disposition of
certain assets of a Related Person to Banner Corporation or a subsidiary of
Banner Corporation; (v) the issuance of any securities of Banner Corporation or
a subsidiary of Banner Corporation to a Related Person; (vi) the acquisition by
Banner Corporation or a subsidiary of Banner Corporation of any securities of a
Related Person; (vii) any reclassification of common stock of Banner Corporation
or any recapitalization involving the common stock of Banner Corporation; or
(viii) any agreement or other arrangement providing for any of the
foregoing.
Washington
law imposes restrictions on certain transactions between a corporation and
certain significant shareholders. Chapter 23B.19 of the Washington Business
Corporation Act prohibits a "target corporation," with certain exceptions, from
engaging in certain "significant business transactions" with an "Acquiring
Person" who acquires 10% or more of the voting securities of a target
corporation for a period of five years after such acquisition, unless the
transaction or acquisition of shares is approved by a majority of the members of
the target corporation's Board of Directors prior to the date of the acquisition
or, at or subsequent to the date of the acquisition, the transaction is approved
by a majority of the members of the target corporation’s Board of Directors and
authorized at a shareholders’ meeting by the vote of at least two-thirds of the
outstanding voting shares of the target corporation, excluding shares owned or
controlled by the Acquiring Person. The prohibited transactions
include, among others, a merger or consolidation with, disposition of assets to,
or issuance or redemption of stock to or from, the Acquiring Person, termination
of 5% or more of the employees of the target corporation as a result of the
Acquiring Person's acquisition of 10% or more of the shares, or allowing the
Acquiring Person to receive any disproportionate benefit as a shareholder. After
the five-year period during which significant business transactions are
prohibited, certain significant business transactions may occur if certain "fair
price" criteria or shareholder approval requirements are met. Target
corporations include all publicly-traded corporations incorporated under
Washington law, as well as publicly traded foreign corporations that meet
certain requirements.
Amendment of Articles of
Incorporation and Bylaws. Amendments to our
Articles of Incorporation must be approved by our Board of Directors by a
majority vote of the Board and by our shareholders by a majority of the voting
group comprising all the votes entitled to be cast on the proposed amendment,
and a majority of each other voting group entitled to vote separately on the
proposed amendment; provided, however, that the affirmative vote of the holders
of at least 80% of votes entitled to be cast by each separate voting group
entitled to vote thereon (after giving effect to the provision limiting voting
rights, if applicable) is required to amend or repeal certain provisions of the
Articles of Incorporation, including the provision limiting voting rights, the
provisions relating to the removal of directors, shareholder nominations and
proposals, the approval of certain business combinations, calling special
meetings, director and officer indemnification by us and amendment of our Bylaws
and Articles of Incorporation. Our Bylaws may be amended by a
majority vote of our Board of Directors, or by a vote of 80% of the total votes
entitled to vote generally in the election of directors at a duly constituted
meeting of shareholders.
Shareholder Nominations and
Proposals. Our Articles of
Incorporation generally require a shareholder who intends to nominate a
candidate for election to the Board of Directors, or to raise new business at a
shareholder meeting to give not less than 30 nor more than 60 days' advance
notice to the Secretary of Banner Corporation. The notice provision
requires a shareholder who desires to raise new business to provide certain
information to us concerning the nature of the new business, the shareholder and
the shareholder's interest in the business matter. Similarly, a
shareholder wishing to nominate any person for election as a director must
provide us with certain information concerning the nominee and the proposing
shareholder.
The
cumulative effect of the restrictions on a potential acquisition of us that are
contained in our Articles of Incorporation and Bylaws, and federal and
Washington law, may be to discourage potential takeover attempts and perpetuate
incumbent management, even though certain shareholders may deem a potential
acquisition to be in their best interests, or deem existing management not to be
acting in their best interests.
WHERE
YOU CAN FIND MORE INFORMATION
We are
subject to the informational requirements of the Securities Exchange Act of
1934, as amended (the "Exchange Act"). Accordingly, we file annual, quarterly
and current reports, proxy statements and other information with the SEC. You
may read and copy any reports, statements or other information that we may file
with the SEC at the SEC's Public Reference Room at 100 F Street, N.E., Room
1580, Washington, D.C., 20549. You may obtain information on the operation of
the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC
maintains an Internet site that contains reports, proxy and information
statements and other information about issuers that file electronically with the
SEC. The address of the SEC's Internet site is http://www.sec.gov.
We have
filed a registration statement to register with the SEC under the Securities Act
of 1933, as amended, the shares of common stock offered hereby. As allowed by
SEC rules, this document does not contain all the information that you may find
in our registration statement or the exhibits to our registration statement. You
may obtain from the SEC a copy of the registration statement and exhibits that
we filed with the SEC as described above.
The SEC
allows us to incorporate by reference the information we file with them, which
means that we can disclose important information to you by referring you to
those documents. The information that we incorporate by reference is considered
to be a part of this prospectus, and the information we later file with the SEC
that is incorporated by reference in this prospectus will automatically update
information previously contained in this prospectus and any incorporated
document. Any statement contained in this prospectus or in a document
incorporated by reference in this prospectus will be deemed modified or
superseded to the extent that a later statement contained in this prospectus or
in an incorporated document modifies or supersedes such earlier
statement.
This
prospectus incorporates by reference the documents listed below that we have
filed with the SEC:
|
·
|
our
Annual Report on Form 10-K for the fiscal year ended December 31, 2009,
filed with the SEC on March 16, 2010 (including the portions of our 2010
annual meeting proxy statement incorporated therein by
reference);
|
|
·
|
our
Quarterly Reports on Form 10-Q for the quarters ended March 31, 2010, June
30, 2010 and September 30, 2010;
and
|
|
·
|
our
Current Reports on Form 8-K filed with the SEC on January 29, 2010, April
6, 2010, April 29, 2010, April 30, 2010, May 26, 2010, June 25, 2010 and
August 18, 2010.
|
This
prospectus also incorporates by reference the description of our common stock
set forth in the registration statement on Form 8-A (No. 0-26584) filed on
August 8, 1995, and any document filed with the SEC for the purpose of updating
such description.
In
addition, this prospectus incorporates by reference all documents that we file
with the SEC in the future under sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act after the date of this prospectus until the completion of the
offering of the securities covered by this prospectus or until we terminate this
offering. These additional documents include periodic reports, such
as annual reports on Form 10-K, quarterly reports on Form 10-Q and current
reports on Form 8-K (other than information furnished under Items 2.02 and 7.01,
which is deemed not to be incorporated by reference in this prospectus). You
should review these filings as they may disclose a change in our business,
prospects, financial condition, results of operations or other affairs after the
date of this prospectus.
These
documents are available without charge to you on the Internet at
http://www.bannerbank.com or if you call or write to: Investor Relations, Banner
Corporation, P.O. Box 907, Walla Walla, Washington 99362, telephone:
(800) 272-9933. The reference to our website is not intended to be an
active link and the information on our website is not, and you must not consider
the information to be, a part of this prospectus.
EXPERTS
The
consolidated statements of financial condition of Banner Corporation and
subsidiaries as of December 31, 2009 and 2008, and the related consolidated
statements of operations, comprehensive income (loss), changes in stockholders'
equity, and cash flows for each of the years in the three-year period ended
December 31, 2009, and the effectiveness of internal control over financial
reporting of Banner Corporation as of December 31, 2009 have been audited by
Moss Adams LLP, independent registered public accounting firm, as
stated in its report, which is incorporated herein by reference, and have been
so incorporated in reliance upon the report of such firm given upon their
authority as experts in accounting and auditing.
PART
II
INFORMATION
NOT REQUIRED IN THE PROSPECTUS
Item
14. Other Expenses of Issuance and Distribution
The
following table sets forth the estimated expenses in connection with the
issuance and distribution of the securities covered by the Registration
Statement of which this prospectus is a part. The registrant will bear all of
these expenses.
| |
Registration fee
under the Securities Act |
$ 1,808 |
| |
Legal fees and
expenses* |
25,000 |
| |
Accounting fees and
expenses* |
5,000 |
| |
Printing and other
miscellaneous fees and expenses* |
6,000 |
| |
Total |
$
37,808 |
| |
__________ |
|
| |
* Estimated solely
for the purpose of this Item. Actual expenses may be more or
less. |
Item
15. Indemnification of Officers and Directors
The
registrant, Banner Corporation (“Banner” or the “Registrant”) is organized under
the Washington Business Corporation Act (the "WBCA") which, in general, empowers
Washington corporations to indemnify a person made a party to a threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative and whether formal or informal, other than an
action by or in the right of the corporation, by reason of the fact that such
person is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
partner, trustee, employee or agent of another enterprise, against expenses,
including attorney's fees, judgments, amounts paid in settlements, penalties and
fines actually and reasonably incurred in connection therewith if the person
acted in good faith and in a manner reasonably believed to be in or not opposed
to the best interests of the corporation and, with respect to a criminal action
or proceeding, if the person had no reasonable cause to believe his or her
conduct was unlawful. Washington corporations may not indemnify a person in
connection with such proceedings if the person was adjudged to have received an
improper personal benefit.
The WBCA
also empowers Washington corporations to provide indemnity to such a person for
such person’s reasonable expenses incurred in connection with actions
or suits by or in the right of the corporation if the person acted in good faith
and in a manner the person reasonably believed to be in or not opposed to the
interests of the corporation, unless the person was adjudged liable to the
corporation.
If
authorized by the articles of incorporation of a Washington corporation or by
its shareholders, a Washington corporation may indemnify and advance expenses to
the persons described above without regard to the limitations described above,
provided that such indemnity will not cover acts or omissions of the person
finally adjudged to be intentional misconduct or a knowing violation of law,
conduct finally adjudged to involve a violation of WBCA Section 310 (related to
certain unlawful distributions), and any transaction with respect to which it
was finally adjudged that the person received a benefit to which such person was
not legally entitled.
The WBCA
also permits a Washington corporation to purchase and maintain on behalf of such
person insurance against liabilities incurred in such capacities. Banner has
obtained a policy of directors' and officers' liability insurance.
The WBCA
further permits Washington corporations to limit the personal liability of
directors for monetary damages for their conduct as directors. However, the WBCA
does not eliminate or limit the liability of a director for any of the
following: (i) acts or omissions that involve intentional misconduct by a
director or a knowing violation of law by a director; (ii) conduct violating
WBCA Section 310; or (iii) any transaction from which the director will
personally receive a benefit in money, property or services to which the
director is not legally entitled.
Banner's
Articles of Incorporation and Bylaws
Banner's
articles of incorporation limit the personal liability of directors for monetary
damages for their conduct as directors other than under the circumstances
required to be excepted under Washington law described above.
Banner's
articles of incorporation generally require Banner to indemnify directors,
officers, employees and agents to the fullest extent legally possible under the
WBCA. In addition, the articles of incorporation require Banner to similarly
indemnify any such person who is or was serving at the request of Banner as a
director, officer, partner, trustee, employee or agent of another entity.
Banner's articles of incorporation further provide for the advancement of
expenses under certain circumstances.
Item
16. Exhibits
The
following exhibits are filed with or incorporated by reference into this
Registration Statement:
|
Exhibit
Number
|
|
Description
of Document
|
|
|
|
|
|
3.1
|
|
Amended
and Restated Articles of Incorporation of the
Registrant(1)
|
|
|
|
|
|
3.2
|
|
Articles
of Amendment to Articles of Incorporation of the Registrant
(2)
|
|
|
|
|
|
3.3
|
|
Bylaws
of the Registrant(3)
|
|
|
|
|
|
4.1
|
|
Warrant
to purchase shares of the Registrant’s common stock dated November 21,
2008(4)
|
|
|
|
|
|
4.2
|
|
Letter
Agreement (including Securities Purchase Agreement Standard Terms attached
as Exhibit A) dated November 21, 2008 between the registrant and the
United States Department of the Treasury(5)
|
|
|
|
|
|
5
|
|
Opinion
of Breyer & Associates PC
|
|
|
|
|
|
23.1
|
|
Consent
of Moss Adams LLP
|
|
|
|
|
|
23.2
|
|
Consent
of Breyer & Associates PC (contained in its opinion filed as Exhibit
5)
|
|
|
|
|
|
24
|
|
Power
of attorney (contained in the signature page of the Registration
Statement)
|
|
|
|
|
|
99.1
|
|
Initial
Enrollment Form
|
________________________
|
(1)
|
Incorporated
by reference to Exhibit 3.1(b) to the Current Report on Form 8-K filed by
the Registrant on April 29, 2010.
|
|
(2)
|
Incorporated
by reference to Exhibit 3.1 attached to the Current Report on Form 8-K
filed by the Registrant on November 24, 2008.
|
|
(3)
|
Incorporated
by reference to Exhibit 3.2 attached to the Current Report on Form 8-K
filed by the Registrant on December 18, 2007.
|
|
(4)
|
Incorporated
by reference to Exhibit 4.2 attached to the Current Report on Form 8-K
filed by the Registrant on November 24, 2008.
|
|
(5)
|
Incorporated
by reference to Exhibit 10.1 attached to the Current Report on Form 8-K
filed by the Registrant on November 24,
2008.
|
Item
17. Undertakings
|
(a)
|
The
undersigned Registrant hereby
undertakes:
|
|
|
1.
|
To
file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration
Statement:
|
|
|
(i)
|
to
include any prospectus required by Section 10(a)(3) of the Securities Act
of 1933;
|
|
|
(ii)
|
to
reflect in the prospectus any facts or events arising after the effective
date of the Registration Statement (or most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the Registration
Statement; and
|
|
|
(iii)
|
to
include any material information with respect to the plan of distribution
not previously disclosed in the Registration Statement or any material
change in such information in the Registration
Statement;
|
Provided,
however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in reports filed with or furnished to the Securities and
Exchange Commission by the Registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement or is contained in a form of prospectus filed pursuant to
Rule 424(b) that is part of the Registration Statement.
|
|
2.
|
That,
for the purpose of determining any liability under the Securities Act of
1933, each such post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
|
|
|
3.
|
To
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
|
|
(b)
|
The
undersigned Registrant hereby undertakes that, for the purposes of
determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in
the Registration Statement shall be deemed to be a new Registration
Statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
|
|
(c)
|
Insofar
as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officer and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or paid by
a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of
such issue.
|
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Registrant certifies that
it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-3 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized in the City of Walla
Walla, State of Washington, on the 17th day of December, 2010.
|
|
|
BANNER
CORPORATION
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/
Mark J. Grescovich
|
|
|
|
|
Mark
J. Grescovich
President
and Chief Executive Officer
(Duly
Authorized Representative)
|
POWER
OF ATTORNEY
Each of
the undersigned hereby constitutes and appoints Mark J. Grescovich and Lloyd W.
Baker, and each and either of them, as such person's true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for such person and in such person's name, place and stead, in
any and all capacities, to sign any and all amendments, including post-effective
amendments, to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as such person might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, or their or his or her substitutes, may lawfully do or cause to be
done by virtue thereof.
Pursuant
to the requirements of the Securities Act of 1933, as amended, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
|
SIGNATURE
|
TITLE
|
DATE
|
|
/s/ Mark J.
Grescovich
Mark
J.Grescovich
|
President,
Chief Executive Officer
and
Director (Principal Executive
Officer)
|
December
14, 2010
|
|
/s/Lloyd W.
Baker
Lloyd
W. Baker
|
Treasurer
and Chief Financial Officer
(Principal
Financial and Accounting
Officer)
|
December
17, 2010
|
|
|
|
|
|
/s/ Robert D.
Adams
Robert
D. Adams
|
Director
|
December
17, 2010
|
|
/s/ Gordon E.
Budke
Gordon
E. Budke
|
Director
|
December
14, 2010
|
|
/s/ David B.
Casper
David
B. Casper
|
Director
|
December
17, 2010
|
|
/s/ Edward L.
Epstein
Edward
L. Epstein
|
Director
|
December
14, 2010
|
|
/s/ Jesse G. Foster
Jesse
G. Foster
|
Director
|
December
17, 2010
|
|
|
|
|
|
/s/D.Michael
Jones
D.Michael
Jones
|
Director
|
December
17, 2010
|
|
/s/ David A.
Klaue
David
A. Klaue
|
Director
|
December
17, 2010
|
|
/s/Constance H. Kravas
Constance
H. Kravas
|
Director
|
December
14, 2010
|
|
/s/ Robert J.
Lane
Robert
J. Lane
|
Director
|
December
17, 2010
|
|
/s/ John R.
Layman
John
R. Layman
|
Director
|
December
17, 2010
|
|
/s/ Dean W.
Mitchell
Dean
W. Mitchell
|
Director
|
December
17, 2010
|
|
/s/ Brent A.
Orrico
Brent
A. Orrico
|
Director
|
December
17, 2010
|
|
/s/ Wilber
Pribilsky
Wilber
Pribilsky
|
Director
|
December
17, 2010
|
|
/s/ Gary Sirmon
Gary
Sirmon
|
Director
|
December
14, 2010
|
|
/s/ Michael M.
Smith
Michael
M. Smith
|
Director
|
December
14, 2010
|
EXHIBIT INDEX
|
Exhibit
|
|
|
|
|
|
|
|
5
|
|
Opinion
of Breyer & Associates PC
|
|
|
|
|
|
23.1
|
|
Consent
of Moss Adams LLP
|
|
|
|
|
|
23.2
|
|
Consent
of Breyer & Associates PC (contained in its opinion filed as Exhibit
5)
|
|
|
|
|
|
24
|
|
Power
of attorney (contained in the signature page of the Registration
Statement)
|
|
|
|
|
|
99.1
|
|
Initial
Enrollment Form
|