Item 1.01. Entry into a Material Definitive Agreement.
On February 9, 2009 Columbia River Bank (the "Bank"), a wholly owned
subsidiary of bank holding company Columbia Bancorp (NASDAQ: CBBO) ("Columbia"),
entered into an agreement with the Federal Deposit Insurance Corporation
("FDIC"), its principal federal banking regulator, which requires the Bank to
take certain measures to improve its safety and soundness, including, among
other things, a requirement to maintain above-normal capital levels.
In connection with this agreement, the Bank stipulated to issuance by the
FDIC of a cease-and-desist order against the Bank based on certain findings from
an examination of the Bank concluded in September 2008 based upon financial and
lending data measured as of June 30, 2008. In entering into the stipulation and
consenting to entry of the order, the Bank did not concede the findings or admit
to any of the assertions therein.
Among the corrective actions required are for the Bank to maintain
above-normal capital levels. The Bank must also develop and adopt a plan to
maintain the minimum risk-based capital requirements for a "well capitalized"
bank, including a total risk-based capital ratio of at least 10%. In addition,
the Bank must retain qualified management and must notify the FDIC in writing
when it proposes to add any individual to its board of directors or to employ
any new senior executive officer. Under the regulatory order the Bank's board of
directors must also increase its participation in the affairs of the Bank,
assuming full responsibility for the approval of sound policies and objectives
for the supervision of all the Bank's activities.
The regulatory order further requires the Bank to increase allowance for loan
losses by $25 million, a step that was taken during the fiscal quarter ended
September 30, 2008, and to adapt its existing policy for estimating the adequacy
of its loan loss allowance to address the current state of the local and
regional economy, particularly in the real estate sector. The Bank also must
eliminate certain classified assets and must develop a plan to reduce delinquent
loans, as well as reducing loans to borrowers in the troubled commercial real
estate market sector. The regulatory order also requires the Bank to develop a
written three-year strategic plan and a plan to preserve liquidity.
The order also restricts the Bank from taking certain actions without the
FDIC's consent, including paying cash dividends and extending additional credit
to certain types of borrowers
Item 7.01 Regulation FD Disclosure
On February 12, 2009, Columbia issued a press release announcing the issuance
of the regulatory order detailed in item 1.01 above. A copy of the press release
is attached as Exhibit 99.1 to this Current Report on Form 8-K. As provided in
General Instruction B.2 of Form 8-K, the information contained in this filing
shall not be deemed to be "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, nor shall it be deemed to be incorporated by
reference in any filing under the Securities Act of 1933, as amended, except as
shall be expressly set forth by specific reference in such a filing. In
furnishing this information, we make no admission as to the materiality of any
information in this report that is required to be disclosed solely by reason of
Regulation FD.
Information presented in this report is accurate as of the date the report is
filed with the SEC. We do not undertake any duty to update our forward-looking
statements or the factors that may cause us to deviate from them, except as
required by law.