PRESS
RELEASE
August 5, 2002
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Contact
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First
Community Financial Group:
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Harbor
Bank:
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Ken
F. Parsons, Sr.
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Richard
C. Emery
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Chief
Executive Officer
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Chief
Executive Officer
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360.459.1100
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253.853.5000
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First
Community Financial Group to Acquire Harbor Bank
Lacey,
Wash., August 5, 2002 -- First Community Financial Group,
Inc., parent company of First Community Bank of Washington (www.fcbonline.com)
today announced the signing of a Definitive Agreement to
acquire Harbor Bank, located in Gig Harbor, Washington.
Total
estimated value of the acquisition is approximately $7
million.
Upon
completion of the transaction, Harbor Bank's two branch
offices will operate under the First Community Bank name. This
will increase First Community Bank's locations to 21 and will
significantly expand First Community Bank's market presence in
Pierce County.
"This
agreement continues our strategy of growth in Pierce
County", said Ken F. Parsons, Sr., Chairman and CEO of
First Community Financial Group and First Community Bank.
"The two community-minded organizations will meld
together very well. We have complementary cultures and values.
We are committed to continue our focus on responding to the
financial needs of businesses and individuals with service
beyond expectations."
"The
acquisition will provide Harbor Bank customers with a variety
of additional banking products and services, including access
to mortgage loans and investment services," added Richard
C. Emery, CEO of Harbor Bank.
"The
two companies share a focus of providing highly personalized
service and a strong involvement with local communities",
said Parsons. "We intend to bring additional value to
Harbor Bank's customers by offering new products, an expanded
ATM network and more banking locations."
Terms
of the Agreement
Upon
completion of the transaction, Harbor Bank shareholders will
receive $10.75 per share in cash for each of their shares of
Harbor Bank Stock, subject to reduction if Harbor Bank does
not maintain certain minimum capital and reserve for loan
loss. However, Harbor Bank may terminate the agreement if the
purchase price falls below $10.00 per share.
The
boards of directors of both companies have approved the
transaction. Completion is expected near the end of the third
quarter of 2002, and is subject to regulatory and Harbor Bank
shareholder approval.
The
combined organization will have assets of approximately $450
million and deposits of nearly $400 million. First Community
Financial Group expects the merger to be accretive to earnings
per share in 2003.
First
Community Bank, established in 1979, holds total assets of
$371 million and total deposits of $316 million as of June 30,
2002. First Community Bank has 19 financial centers in
Southwest Washington and operates a network of 23 ATMs.
Harbor
Bank was established in 1997 and is headquartered in Gig
Harbor. Harbor Bank has two branches with total assets of $80
million and total deposits of $75 million.
Harbor
Bank is being advised in this transaction by the investment
bank of D.A. Davidson & Co. First Community Financial
Group is being advised by Sandler O'Neill & Partners, L.P.
About
First Community Financial Group
First
Community Financial Group is the parent company of First
Community Bank, a Washington state-chartered bank recognized
for its entrepreneurial approach, and distinctive banking
solutions. First Community Bank operates in four counties, and
is headquartered in Lacey, Washington. For more information,
visit www.fcbonline.com.
This
press release includes forward-looking statements. These
statements are identified by the use of words such as
"will", "expect", "plan",
"anticipate" and other words indicating future
occurrences. These forward-looking statements are necessarily
subject to risks and uncertainties. Actual results could
differ materially from those projected in these
forward-looking statements as a result of these risks and
uncertainties. The specific risks relating to forward-looking
statements in this release include, but are not limited to,
the risk that the proposed merger is not consummated and the
timing of completion, uncertainties associated with
integration of operations and the attendant cost of combining
the banks, the ability of the First Community Bank to retain
customers of Harbor Bank following the merger, acceptance of
First Community Bank's products and services in the
marketplace, and intense competition within the retail banking
industry.
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