Attached files
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EX-99.1 - EXHIBIT 99.1 - RAINIER PACIFIC FINANCIAL GROUP INC | pr22610.htm |
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): February 26, 2010
RAINIER
PACIFIC FINANCIAL GROUP, INC.
(Exact
name of registrant as specified in its charter)
Washington
|
000-50362
|
87-0700148
|
(State
or other jurisdiction
of
incorporation)
|
(Commission
File
Number)
|
(I.R.S.
Employer
Identification
No.)
|
c/o
Jonathan W. Blado
Blado
Kiger, P.S.
Registered
Agent of Rainier Pacific Financial Group, Inc.
Bank
of America Building, 2nd
Floor
3408
South 23rd
Street
Tacoma,
Washington
|
98405
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code: (253) 272-2997
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.
|
[
] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
|
[
] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
|
[
] Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act
(17 CFR 240.14d-2(b))
|
[
] Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act
(17 CFR 240.13e-4(c))
|
Item 1.03
Bankruptcy or Receivership
On Friday, February 26, 2010, Rainier
Pacific Bank (the “Bank”), the wholly-owned subsidiary and principal asset of
Rainier Pacific Financial Group, Inc. (the “Company”), was closed by the State
of Washington, Department of Financial Institutions, Division of Banks (the
“DFI”) and the Federal Deposit Insurance Corporation (the “FDIC”) was appointed
as receiver of the Bank.
In connection with the closure of the
Bank, the FDIC issued a press release, dated February 26, 2010, announcing the
following:
•
|
The
FDIC entered into a purchase and assumption agreement with Umpqua Bank,
Roseburg, Oregon (“Umpqua Bank”), to assume all of the deposits of Rainier
Pacific Bank.
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||
•
|
Rainier
Pacific Bank’s 14 full service offices will reopen, during normal business
hours, as branches of Umpqua Bank. Depositors of Rainier
Pacific Bank will automatically become depositors of Umpqua Bank. Deposits
will continue to be insured by the FDIC, up to the applicable limits
established by law.
|
||
•
|
In
addition to assuming Rainier Pacific Bank’s deposits, Umpqua Bank agreed
to purchase approximately $670 million of the assets of Rainier Pacific
Bank.
|
||
•
|
Customers
who have questions about the foregoing matters, or who would like more
information about the closure of Rainier Pacific Bank, can visit the
FDIC’s Internet website located at http://www.fdic.gov/bank/individual/failed/rainier.html,
or call the FDIC toll-free at
1-800-830-4725.
|
A complete copy of the FDIC’s press
release can be found on the Internet at http://www.fdic.gov/news/news/press/2010/pr10041.html.
Item 5.02
Departure of Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers
On February 26, 2010, immediately
following the closure of the Bank, all of its directors resigned from the board
of directors of Rainier Pacific Bank: John A. Hall, Edward J. Brooks, Karyn R.
Clarke, Bruce W. Valentine, Charles E. Cuzzetto, Stephen M. Bader, Brian E.
Knutson, Victor J. Toy and Alfred H. Treleven, III.
The Company’s shares of Rainier Pacific
Bank were its principal asset. The Company does not expect to receive anything
from FDIC or the purchaser of the Bank, for the Company’s interest in the Bank.
Accordingly, as a result of the Company’s current financial condition, the board
of directors of the Company has retained special counsel to evaluate the
Company’s options for winding down the affairs of the Company. The alternatives
under consideration include the dissolution and winding up of the Company by its
board of directors, pursuant to the Washington Business Corporation Act, or
filing a voluntary petition seeking relief under Chapter 7 of Title 11 of
the United States Code.
A copy of the Company’s press release
regarding the foregoing event is filed as Exhibit 99.1 to this current
report on Form 8-K.
Item 9.01
Financial Statements and Exhibits
(d)
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Exhibits
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The
following exhibit is being filed herewith and this list shall constitute
the exhibit index.
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99.1
|
Press
release dated February 26, 2010.
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2
SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, hereunto duly
authorized.
RAINIER
PACIFIC FINANCIAL GROUP, INC.
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||
Date:
February 26, 2010
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By:
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/s/ John A. Hall |
John
A. Hall
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||
President
and Chief Executive Officer
(Principal
Executive Officer)
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