UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) August 1, 2007
STERLING FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
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0-20800
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91-1572822 |
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(Commission File Number)
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(IRS Employer |
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Identification No.) |
111 North Wall Street, Spokane, Washington 99201
(Address of principal executive offices) (Zip Code)
(509) 458-3711
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions.
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
INFORMATION TO BE INCLUDED IN THE REPORT
Item 8.01 Other Events.
On April 11, 2007, Sterling Financial Corporation (“Sterling”) and North Valley Bancorp
(“North Valley”), the parent company of North Valley Bank, announced that they had entered into an
Agreement and Plan of Merger dated April 10, 2007 (the “Merger Agreement”), pursuant to which North
Valley will merge with and into Sterling, with Sterling being the surviving corporation. One of
the conditions to closing of the Merger is approval of the North Valley shareholders.
At a special meeting of shareholders held on July 31, 2007, the shareholders of North Valley
approved the principal terms of the Merger Agreement, including the proposed merger of North Valley
with and into Sterling. Approval required a majority vote of all shares of North Valley common
stock outstanding and entitled to vote on the record date for the special meeting. Consummation of
the transactions contemplated by the Merger Agreement remains subject to the satisfaction of
certain additional closing conditions, including the receipt of all necessary regulatory approvals.
Applications for such approvals have been submitted and are currently pending. At present,
Sterling and North Valley expect the closing to occur during the third quarter, ending September
30, 2007. On the effective date of the Merger, each share of North Valley common stock will be
converted into 0.7364 shares of Sterling common stock and $2.80 in cash, subject to certain
conditions described in the Merger Agreement. In addition, each outstanding option to purchase
shares of North Valley common stock will be assumed and converted into an option to purchase 0.8261
shares of Sterling common stock. The parties have agreed to pay termination fees in the event the
Merger Agreement is terminated under certain conditions.
Additional Information and Where to Find It
Sterling filed a registration statement on Form S-4 with the Securities and Exchange
Commission (the “SEC”) which became effective on June 22, 2007, and on June 29, 2007, North Valley
mailed a proxy statement/prospectus to its shareholders containing information about the proposed
merger of North Valley with and into Sterling. Investors and security holders of Sterling and
North Valley are urged to read the proxy statement/prospectus and other relevant materials filed
with the SEC because they contain important information about Sterling, North Valley and the
proposed merger. In addition to the registration statement filed by Sterling and the proxy
statement/prospectus mailed to the North Valley shareholders, Sterling and North Valley file
annual, quarterly and current reports, proxy statements and other information with the SEC.
Investors and security holders may obtain a free copy of the documents filed with the SEC (when
they become available) at its website at www.sec.gov. These documents may also be obtained
free of charge from Sterling by requesting them in writing at Sterling Financial Corporation, 111
North Wall Street, Spokane, WA 99201, or by telephone at (509) 227-5389. In addition, investors
and security holders may access copies of the documents filed with the SEC by Sterling on its
website at www.sterlingfinancialcorporation-spokane.com. The documents filed by North Valley may
also be obtained by requesting them in writing at North Valley Bancorp, 300 Park Marina Circle,
Redding,
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California 96001, or by telephone at (530) 226-2900. In addition, investors and security
holders may access copies of the documents filed with the SEC by North Valley on its website at
www.novb.com.
A copy of the joint press release issued by Sterling and North Valley on August 1, 2007
announcing the approval of the principal terms of the Merger Agreement by the North Valley
shareholders is included as Exhibit 99.1 to this report.
Item 9.01 Financial Statements and Exhibits.
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99.1 |
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Joint Press Release dated August 1, 2007. |
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