SP ACQUISITION HOLDINGS, INC. (“SPAH”)
FILED A REGISTRATION STATEMENT WITH THE SECURITIES AND EXCHANGE COMMISSION
(“SEC”) THAT CONTAINS A PRELIMINARY JOINT PROXY STATEMENT/PROSPECTUS, IN
CONNECTION WITH THE PROPOSED MERGER (THE “MERGER”) BETWEEN SPAH AND FRONTIER
FINANCIAL CORPORATION (“FRONTIER”) AND RELATED TRANSACTIONS AS DESCRIBED IN THE
REPORT ON THE FORM 8-K FILED WITH THE SEC AUGUST 3, 2009 AND THE EXHIBITS
THERETO. STOCKHOLDERS AND WARRANTHOLDERS OF SPAH AND OTHER INTERESTED PERSONS
ARE ADVISED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS IN CONNECTION WITH
SPAH’S SOLICITATION OF PROXIES FOR THE SPECIAL MEETINGS BECAUSE IT WILL CONTAIN
IMPORTANT INFORMATION. SUCH PERSONS CAN ALSO READ SPAH’S FINAL PROSPECTUS, DATED
OCTOBER 10, 2007, IN CONNECTION WITH SPAH’S INITIAL PUBLIC OFFERING FOR A
DESCRIPTION OF THE SECURITY HOLDINGS OF SPAH’S OFFICERS, DIRECTORS AND
AFFILIATES AND THEIR RESPECTIVE INTERESTS IN THE SUCCESSFUL CONSUMMATION OF THE
MERGER. THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS WILL BE MAILED TO SPAH’S
STOCKHOLDERS AND WARRANTHOLDERS AS OF A RECORD DATE TO BE ESTABLISHED FOR VOTING
ON THE MERGER AND THE AMENDMENTS TO THE WARRANT AGREEMENT, AS THE CASE MAY BE.
STOCKHOLDERS AND WARRANTHOLDERS WILL ALSO BE ABLE TO OBTAIN A COPY OF THE
DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS, WITHOUT CHARGE, BY DIRECTING A
REQUEST TO: SP ACQUISITION HOLDINGS, INC., 590 MADISON AVE., 32ND FLOOR, NEW
YORK, NY 10022. FREE COPIES OF THESE DOCUMENTS, ONCE AVAILABLE, CAN ALSO BE
OBTAINED, WITHOUT CHARGE, AT THE SEC’S INTERNET SITE
(HTTP://WWW.SEC.GOV).
SPAH, FRONTIER AND THEIR RESPECTIVE
DIRECTORS, EXECUTIVE OFFICERS, AFFILIATES AND OTHER PERSONS MAY BE DEEMED TO BE
PARTICIPANTS IN THE SOLICITATION OF PROXIES FOR THE SPECIAL MEETING OF SPAH
STOCKHOLDERS AND SPAH WARRANTHOLDERS TO BE HELD TO APPROVE THE MERGER AND THE
AMENDMENTS TO THE WARRANT AGREEMENT, AS THE CASE MAY BE. ADDITIONAL INFORMATION
REGARDING THE INTERESTS OF POTENTIAL PARTICIPANTS WILL BE INCLUDED IN THE JOINT
PROXY STATEMENT/PROSPECTUS AND OTHER MATERIALS TO BE FILED BY SPAH AND FRONTIER
WITH THE SEC.
THIS COMMUNICATION SHALL NOT CONSTITUTE
AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES, NOR
SHALL THERE BE ANY SALE OF SECURITIES IN ANY JURISDICTIONS IN WHICH SUCH OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION
UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION. NO OFFERING OF SECURITIES
SHALL BE MADE EXCEPT BY MEANS OF A PROSPECTUS MEETING THE REQUIREMENTS OF
SECTION 10 OF THE SECURITIES ACT OF 1933, AS AMENDED.
This
report and the exhibits hereto contain forward-looking statements with respect
to the financial condition, results of operations, plans, objectives, future
performance, and business of SPAH following the consummation of the Merger.
These statements are preceded by, followed by, or include the words “believes,”
“expects,” “anticipates,” or “estimates,” or similar expressions. Many possible
events or factors could affect the future financial results and performance of
SPAH following the Merger. This could cause the results or performance of SPAH
to differ materially from those expressed in the forward-looking statements.
Investors should consider these important factors when voting on the Merger.
Factors that may cause actual results to differ materially from those
contemplated by the forward-looking statements include (1) delays in closing the
Merger whether due to the inability to obtain stockholder or regulatory approval
or otherwise, (2) loss of key personnel or an expenditure by SPAH of a greater
amount of resources attracting, retaining and motivating key personnel than in
the past, (3) a significant increase in competition among depository and other
financial institutions, (4) changes in the interest rate environment that reduce
operating margins, (5) general economic conditions, either nationally or in
Washington and Oregon, may be less favorable than expected resulting in, among
other things, a deterioration in credit quality and an increase in credit
risk-related losses and expenses, (6) loan losses may exceed the level of
allowance for loan losses of the surviving corporation, (7) the rate of
delinquencies and amount of charge-offs may be greater than expected, (8) the
rates of loan growth and deposit growth may not increase as expected, (9)
legislative or regulatory changes may adversely affect the business of SPAH,
(10) costs related to the Merger may reduce SPAH’s working capital
(11) modification of pending regulatory actions against Frontier in a
manner reasonably acceptable to SPAH, including by the elimination of certain
provisions and consequences related thereto, and (12) SPAH may fail to close the
Merger and may be forced to dissolve and liquidate.
The forward-looking statements are
based on current expectations about future events. Although SPAH believes that
the expectations reflected in the forward-looking statements are reasonable,
SPAH cannot guarantee that these expectations actually will be achieved. SPAH is
under no duty to update any of the forward-looking statements after the date
made to conform those statements to actual results.
On August 12, 2009, SPAH and Frontier
issued a joint press release announcing that they will host a conference call
for investors, analysts and other interested parties on Thursday, August 13,
2009 in connection with the proposed Merger. A copy of
the press release is furnished as Exhibit 99.1 to this report.
Attached as Exhibit 99.2 to this report
is the form of presentation that SPAH expects to use in connection with
presentations to certain of its securityholders, as well as other persons
interested in purchasing securities of SPAH, in connection with the proposed
Merger. Such material may be deemed soliciting material in connection with the
special meetings of SPAH’s stockholders and SPAH’s warrantholders to be held
pursuant to the Merger Agreement and the issuance of common stock of SPAH to
stockholders of Frontier in the Merger.
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Item
9.01.
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Financial
Statements and Exhibits.
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(d) Exhibits
Exhibit
No. Description
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99.1
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Joint
Press Release dated August 12, 2009.
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| 99.2 |
Investor
Presentation |
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 thereunto
duly authorized.
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Date:
August 13, 2009
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SP
ACQUISITION HOLDINGS, INC.
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By:
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/s/
Warren G. Lichtenstein
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Warren
G. Lichtenstein
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Chairman,
President and Chief Executive
Officer
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EXHIBIT
INDEX
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99.1
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Joint
Press Release dated August 12, 2009.
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99.2
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Investor
Presentation |