Exhibit 99.6
Election Form and Letter of Transmittal
ELECTION FORM AND LETTER OF TRANSMITTAL
This Election Form and Letter of Transmittal is being delivered in
connection with the Merger Agreement (the"Agreement") dated as of
February 24, 2003 between FirstBank NW Corp. ("FirstBank") and Oregon
Trail Financial Corp. ("Oregon Trail"), pursuant to which
Oregon Trail will merge with and into FirstBank (the "Merger").
OREGON TRAIL FINANCIAL CORP.
By Mail or Overnight Courier: By Hand:
Registrar and Transfer Company EXCHANGE AGENT: Registrar and Transfer Company c/o The Depository Trust Co.
00 Xxxxxxxx Xxxxx Shareholder Information Transfer Agent Drop
Cranford, New Jersey 07016 0-000-000-0000 00 Xxxxx Xxxxxx, 0xx Floor
Attn: Corporate Actions New York, New York 10041-0099
-------------------------------------------------------------------------------------------------------------------
DESCRIPTION OF CERTIFICATE(S) SURRENDERED
-------------------------------------------------------------------------------------------------------------------
Certificate(s) Enclosed or For Which Delivery is Guaranteed (Attach List if necessary)
-------------------------------------------------------------------------------------------------------------------
Total Shares
Name(s) and Address(es) of Registered Holder(s) Certificate Represented By
(Please fill in if blank) (See Instructions) Number(s) Each Certificate
-------------------------------------------------------------------------------------------------------------------
------------------------------------
------------------------------------
------------------------------------
------------------------------------
------------------------------------
-------------------------------------------------------------------------------------------------------------------
Total Shares
-------------------------------------------------------------------------------------------------------------------
[ ] Check the box to the left if you have lost any of your certificates and complete Affidavit For Lost Stock
Certificates on the reverse side (See Instruction 6)
-------------------------------------------------------------------------------------------------------------------
PLEASE READ THE INSTRUCTIONS CAREFULLY BEFORE COMPLETING THIS FORM
[ ] Check here if any certificate(s) referred to above are not being
transmitted herewith in which case the Guarantee of Delivery Form must be
completed. See Instruction B(d)
--------------------------------------------------------------------------------
ELECTION AUTHORIZATION
The undersigned elects ("Election") to have the undersigned's shares of common
stock of Oregon Trail, par value $0.01 per share ("Oregon Trail common stock"),
represented by the certificate(s) thereof enclosed herewith or with respect to
which delivery is guaranteed as provided herein, converted into the right to
receive the merger consideration for such shares of Oregon Trail common stock
represented by such certificate(s) as indicated below (check only one of the
following; if you check more than one box, or do not check a box, you will be
considered NO ELECTION):
[ ] STOCK ELECTION. A stock payment of FirstBank common stock, par value
$0.01 per share ("FirstBank common stock"), for each share of Oregon
Trail common stock represented by certificate(s) thereof enclosed or as
to which delivery is guaranteed and a cash payment in lieu of any
fractional shares, such stock and cash payments in amounts as provided
in the Agreement
[ ] ("Stock Election"); or CASH ELECTION. A cash payment of $22.00 per
share, subject to adjustment as provided in the Agreement, for each
share of
[ ] Oregon Trail common stock represented by certificate(s) thereof
enclosed or as to which delivery is guaranteed ("Cash Election"); or NO
ELECTION. No preference with respect to the receipt of either of the
elections above in exchange for the total number of shares of Oregon
Trail common stock represented by certificate(s) thereof enclosed or as
to which delivery is guaranteed ("No Election").
--------------------------------------------------------------------------------
Please make sure that you complete the Substitute Form W-9
You must complete the Guarantee of Delivery Form if you are not enclosing
shares of Oregon Trail common stock
It is understood that the Election is subject to the terms, conditions
and limitations set forth in the Agreement, Proxy Statement-Prospectus and this
Election Form and Letter of Transmittal. In particular, all Elections are
subject to the limitation that 46% of Oregon Trail common stock will be
converted into FirstBank common stock and 54% of the Oregon Trail common stock
will be converted into cash.
Unless otherwise indicated under Special Payment or Special Delivery
Instructions, the check constituting the payment for Cash Election and any check
for payment in lieu of fractional shares or otherwise, and the certificates for
shares of FirstBank common stock to be issued under the Stock Election, will be
issued in the name(s) of the person(s) submitting this Election Form and Letter
of Transmittal as set forth above. Similarly, unless otherwise indicated under
Special Payment of Special Delivery Instructions, such check and/or certificates
will be mailed to the person(s) submitting this Election Form and Letter of
Transmittal at the address as set forth above.
NOTE: The tax consequences of an Election to a holder of shares of
Oregon Trail common stock can vary depending on the election chosen. For
information on the federal income tax consequences of the elections, see "The
Merger-Material Federal Income Tax Consequences" in the Proxy
Statement-Prospectus. HOLDERS OF OREGON TRAIL COMMON STOCK SHOULD CONSULT THEIR
OWN ADVISORS AS TO THE TAX CONSEQUENCES OF THE MERGER TO SUCH HOLDERS, INCLUDING
STATE AND LOCAL EFFECTS.
NOTE FURTHER: FIRSTBANK MAY ADJUST AN ELECTION. The ability of Oregon
Trail shareholders to elect to receive all cash is subject to, among other
things, a requirement that 54% of the Oregon Trail common stock will be
converted into cash. If the total Cash Elections are greater, or less, than the
aggregate cash consideration, the Cash Elections will be reallocated as follows
so that the resultant exchange for cash is as close as practical to the
aggregate cash consideration:
(i) If the Cash Elections total more than the aggregate cash
consideration, all No Election shares will be converted to Stock Election
shares. If after the conversion of the No Election shares, the total Cash
Elections are still more than the aggregate cash consideration, then on a pro
rata basis, a sufficient number of shares from among the holders of Cash
Election shares will be converted into Stock Election shares, so that the total
cash paid equals as closely as practicable the aggregate cash consideration.
This proration will reflect the proportion that the number of Cash Election
shares of each holder of Cash Election shares bears to the total number of Cash
Election shares.
(ii) If the Cash Elections total less than the aggregate cash
consideration, a sufficient number of shares will be converted on a pro rata
basis into Cash Election shares, first from among the holders of No Election
shares and then, if necessary, from among the holders of Stock Election shares,
so that the total cash paid equals as closely as practicable the aggregate cash
consideration. This proration will reflect the proportions that the number of
Stock Election shares of each holder of Stock Election shares bears to the total
number of Stock Election shares.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to submit, sell, assign and transfer the above
described shares of Oregon Trail common stock and that when the same are
accepted for exchange by FirstBank, FirstBank will acquire good and unencumbered
title thereto, free and clear of all liens, restrictions, charges and
encumbrances and not subject to any adverse claims. The undersigned , upon
request, will execute and deliver any additional documents necessary or
desirable to complete the exchange of the shares under the Agreement. The
undersigned hereby constitutes and appoints the Exchange Agent as his, her or
its true and lawful agent and attorney-in-fact to effect such surrender of the
shares and, if necessary under the Agreement, to transfer the shares on the
books of Oregon Trail. The undersigned represents that he, she or it has read
and agreed to all of the terms and conditions set forth herein and in the Proxy
Statement-Prospectus. Delivery of the enclosed certificate(s) shall be effected,
and the risk of loss and title to such certificate(s) shall pass, only upon
proper delivery thereof to the Exchange Agent. All authority herein conferred
shall survive the death or incapacity of the undersigned, and each of them, and
any obligation of the undersigned hereunder shall be binding upon the heirs,
personal representatives, successors and assigns of the undersigned. In no event
will the Exchange Agent be liable to a holder of shares of Oregon Trail common
stock for any FirstBank common stock or dividends thereon or cash delivered in
good faith to a public official pursuant to any applicable abandoned property,
escheat or similar law.
The undersigned authorizes and instructs you, as Exchange Agent, to
deliver to FirstBank such certificate(s) and to receive on behalf of the
undersigned, in exchange for the Oregon Trail common stock represented thereby,
any check or any certificate(s) for shares of FirstBank common stock issuable to
the undersigned pursuant to the Merger. If such certificate(s) are not delivered
herewith, there is furnished herein a Guarantee of Delivery Form for such shares
of Oregon Trail common stock from a member of a registered national securities
exchange or of the National Associations of Securities Dealers, Inc. ("NASD") or
a commercial bank or trust company in the United States.
------------------------------------- ---------------------------------------
SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(See Instructions B.(2) and B.(3)) (See Instruction B.(4))
To be completed ONLY if check is to To be completed ONLY if check and/or
be payable to, and/or certificate(s) certificate(s) for FirstBank common
for FirstBank common stock are to be stock are to be mailed to someone other
issued to someone other than the than the registered holder(s) or to the
person submitting this Election Form registered holder(s) at an address
and Letter of Transmittal. For other than indicated above. For
additional payment instructions, additional payment instructions, please
please attach additional sheet. attach additional sheet.
Issue [ ] Check Mail [ ] Check
[ ] Certificate(s) [ ] Certificate(s)
Name: _______________________________ Name: _________________________________
Address: ____________________________ Address: ______________________________
_____________________________________ _______________________________________
(Zip Code) (Zip Code)
Tax Identification or
Social Security Number ______________
------------------------------------- ---------------------------------------
--------------------------------------------------------------------------------
HOLDERS OF SHARES OF OREGON TRAIL COMMON STOCK MUST SIGN BELOW
Important Note Concerning Signatures: PLEASE SIGN HERE:
The signature (or signatures, in the
case of certificates owned by two or _______________________________________
more holders) must appear exactly as Signature of Owner
the name(s) appear(s) on the stock
certificate(s), or must be signed by _______________________________________
the person(s) authorized to become Signature of Owner
registered holder(s) by certificate(s)
and documents transmitted herewith. _______________________________________
If holders improperly complete this Signature of Owner
section, such multiple holders will
be considered a Non-Electing _______________________________________
Shareholder. See Instruction A.(5). Taxpayer Identification or Social
If signature is by attorney-in-fact, Security Number
executor, administrator, trustee,
guardian, officer of a corporation or
others acting in a representative or
fiduciary capacity, set forth full
title and see Instruction B.(1). In
case the Exchange Agent needs to
contact you, please provide your
daytime telephone number.
_____________________________________
Area Code and Telephone
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
MEDALLION SIGNATURE(S) GUARANTEE
THE FOLLOWING IS ONLY REQUIRED IF:
(a) Signature on Election Form and Letter of Transmittal does not correspond to
those on stock certificate(s) (see Instruction B.(1)), or
(b) Checks and certificates are to be made payable to, or registered in, names
other than those appearing on the stock certificate(s) (see Instruction
B.(2)).
Authorized Signature: __________________________________________________________
Name of Firm: __________________________________________________________________
(Name of Firm Providing Medallion Guarantee--Please Print
Complete Name)
Address: ____________________________________________ Date: _________________
City State Zip Code
--------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
PAYER'S NAME: FIRSTBANK NW CORP.
------------------------------------------------------------------------------------------------------------------------------------
SUBSTITUTE Part 1 - TAXPAYER IDENTIFICATION NO. - FOR ALL _______________________________
Form W-9 ACCOUNTS ENTER YOUR TAX-PAYER IDENTIFICATION Social Security Number(s)
Department of Treasury NUMBER IN THE APPROPRIATE BOX. FOR MOST OR
Internal Revenue Service INDIVIDUALS AND SOLE PROPRIETORS THIS IS YOUR _________________________________
SOCIAL SECURITY NUMBER. FOR OTHER ENTITIES, IT IS Employer Identification Number(s)
Xxxxx's Request for Taxpayer YOUR EMPLOYER IDENTIFI-CATION NUMBER. IF YOU DO
Identification Number NOT HAVE A NUMBER, SEE "HOW TO OBTAIN A TIN" IN
THE ACCOMPANYING GUIDELINES.
(See Instruction _) Note: If the account is in more than one name,
Please fill in your name and address below see the chart on the accompanying Guidelines
to determine what number to enter.
---------------------------------------------------------------------------------------
Part 2 - Certification - For Payees Exempt from Backup Part 3 -
__________________________________________ Withholding (see enclosed Guidelines) - Under penalty
Name of perjury, I certify that:
Awaiting TIN [ ]
(1) The number shown on the form is my correct
__________________________________________ Taxpayer Identification Number (or I am waiting -----------------------------
Business Name, if different from above for a number to be issued to me) and
Check appropriate box. (2) I am not subject to backup withholding because
(a) I am exempt from backup withholding, or (b)
[ ] Individual/Sole [ ] Corporation I have not been notified by the Internal Revenue
Proprietor Service ("IRS") that I am subject to backup
withholding as a result of failure to report all
[ ] Partnership [ ] Other ________ interest or dividends or (c) the IRS has notified
me that I am no longer subject to backup
withholding; and
__________________________________________
Address (number and street) (3) The payee is a U.S. person (including a resident
alien).
__________________________________________ ---------------------------------------------------------------------------------------
City, State and Zip Code Certificate Instructions - You must cross out Item (2) in part 2 above if you have
been notified by the IRS that you are currently subject to backup withholding because
Internal Revenue Service you have failed to report all interest and dividends on your tax return and you have
not been notified by the IRS that you are no longer subject to backup withholding.
For real estate transactions, Item 2 does not apply. For mortgage interest paid,
Xxxxx's Request for Taxpayer acquisition or abandonment of secured property, cancellation or debt, contribution to
Identification Number and individual retirement arrangements (IRA), and generally, payments other than
interest and dividends you are not required to sign the Certification, but you must
provide your correct TIN. (See the enclosed Guidelines).
SIGNATURE _________________________________________ DATE _________________, ______
------------------------------------------------------------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO
THE MERGER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM
W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATION IF YOU CHECKED
THE BOX IN PART 3 OF SUBSTITUTE FORM W-9
------------------------------------------------------------------------------------------------------------------------------------
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number has not be issued to me, and either (a) I have mailed or
delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social
Security Administration Office or (b) I intend to mail or deliver an application in the near future. I understand that if I do not
provide a taxpayer identification number to you within 60 days, you are required to withhold 31% of all reportable payments
thereafter made to me until I provide a number.
________________________________________________________________ ____________________________________________, _________
Signature Date
------------------------------------------------------------------------------------------------------------------------------------
INSTRUCTIONS
A. Special Conditions
(1) Time in Which to Make an Election. To be effective, this Election Form
and Letter of Transmittal (or a facsimile hereof if delivery of the certificates
is guaranteed), properly completed, accompanied by the certificate(s)
representing all of the holder's shares of Oregon Trail common stock or a proper
guarantee of delivery thereof, must be received by Registrar and Transfer
Company, the Exchange Agent, at the address set forth on the first page of this
Election Form and Letter of Transmittal, not later than 5:00 p.m., Eastern
Standard Time, on ______, 2003 ("Election Deadline"). A holder of shares of
Oregon Trail common stock whose Election Form and Letter of Transmittal and
certificate(s) or proper guarantee(s) of delivery of certificate(s) are not so
received or who revokes its Election Form and Letter of Transmittal will be
considered a Non-Electing Shareholder. See Instruction A.(5) below. The method
of delivery of all documents is at the option and risk of the Oregon Trail
shareholder, but if sent by mail, registered mail, properly insured, with return
receipt requested, is recommended.
(2) Change or Revocation of Election. A holder of shares of Oregon Trail
common stock who has made an Election may at any time prior to the Election
Deadline change such Election by submitting to the Exchange Agent a revised
Election Form and Letter of Transmittal (or a facsimile thereof), properly
completed and signed, that is received by the Exchange Agent prior to the
Election deadline.
(3) Joint Forms of Election. For purposes of this Election Form and Letter
of Transmittal and the allocation procedures described under "NOTE FURTHER:
FIRSTBANK MAY ADJUST ANY ELECTION," holders of shares of Oregon Trail common
stock who join in making a joint Election will be considered to be a single
holder of such shares. Joint Election Forms and Letters of Transmittal may be
submitted only by persons submitting certificates registered in different forms
of the same
name (e.g. "Xxxx Xxxxx" on one certificate and "X. Xxxxx" on another) and by
persons who may be considered to own each other's shares by reason of the
ownership attribution rules contained in Section 318(a) of the Internal Revenue
Code of 1986, as amended. If this Election Form and Letter of Transmittal is
submitted as joint Election Form and Letter of Transmittal, each record holder
of shares of Oregon Trail common stock covered hereby must properly sign this
Election Form and Letter of Transmittal in accordance with Instruction B.(1),
attaching additional sheets if necessary. The signatures of such holders will be
deemed to constitute a certificate that the persons submitting a joint Election
Form and Letter of Transmittal are eligible to do so.
(4) Forms of Election Nominees. Any record holder of shares of Oregon
Trail common stock who is a nominee may submit one or more Election Forms and
Letters of Transmittal, indicating on the Form or Forms a combination of
Elections covering up to the aggregate number of shares of Oregon Trail common
stock owned by such record holder. However, upon the request of FirstBank, such
record holders will be required to certify to the satisfaction of FirstBank that
such record holder holds such shares of Oregon Trail common stock as nominee for
the beneficial owners of such shares. Each beneficial owner for whom such an
Election Form and Letter of Transmittal is so submitted will be treated as a
separate shareholder of Oregon Trail for purposes of allocating FirstBank common
stock and cash payments to be issued upon consummation of the Merger.
(5) Shares as to Which No Election is Made. Holders of shares of Oregon
Trail common stock who mark the "No Election" box on this Election Form and
Letter of Transmittal, or who fail to submit a properly completed Election Form
and Letter of Transmittal together with certificate(s) representing their shares
of Oregon Trail common stock or as to which delivery of such shares is
guaranteed by the Election Deadline, or who revoke their previously submitted
Election Form and Letter of Transmittal and fail to submit a properly completed
Election Form and Letter of Transmittal together with certificate(s)
representing their shares of Oregon Trail common stock or as to which delivery
is guaranteed ("Non-Electing Shareholder"), shall have their shares of Oregon
Trail common stock converted into the right to receive per share either a cash
payment of $22.00 or shares of FirstBank common stock in accordance with the
allocation and proration provisions of the Agreement. In addition, a holder who
does not tender an election for all his or her shares will be deemed to be a
Non-Electing Shareholder with respect to those shares not tendered.
B. General
(1) Signatures. The signature (or signatures, in this case of certificates
owned by two or more joint holders of certificates for which a joint Election
Form and Letter of Transmittal is submitted) on the Election Form and Letter of
Transmittal should correspond exactly with the name(s) as written on the face of
the certificate(s) unless the shares of Oregon Trail common stock described on
this Election Form and Letter of Transmittal have been assigned by the
registered holder(s), in which event, this Election Form and Letter of
Transmittal should be signed in exactly the same form as the name of the last
transferee indicated on the transfers attached to or endorsed on the
certificate(s).
If this Election Form and Letter of Transmittal is signed by a person other
than the registered owner of the certificate(s) listed, the certificate(s) must
be endorsed or accompanied by appropriate stock power(s), in either case signed
by the registered owner(s) in the name(s) that appear on the certificate(s), and
the signature(s) appearing on such endorsement(s) or stock power(s) and on this
Election Form and Letter of Transmittal must be guaranteed by an eligible
financial institution or broker who is a member/participant in a Medallion
Program approved by the Securities Transfer Association, Inc.
If this Election Form and Letter of Transmittal is signed by a trustee,
executor, administrator, guardian, officer of a corporation, attorney-in-fact or
by any others acting in a representative or fiduciary capacity, the person
signing, unless he is the registered owner, must give such person's full title
in such capacity, and appropriate evidence of authority to act in such capacity
must be forwarded to the Exchange Agent with this Election Form and Letter of
Transmittal.
The certificate(s) may be surrendered by a firm acting as agent for the
registered holder(s) if such firm is a member of a registered national
securities exchange or of the NASD or is a commercial bank or trust company in
the United States.
(2) Special Payment Instructions. If check or certificates representing
FirstBank common stock are to be payable to the order of or registered in other
than exactly the name(s) that appear(s) on the certificate(s) representing
shares of Oregon Trail common stock being submitted herewith, the certificate(s)
submitted herewith must be endorsed, or accompanied by appropriate signed stock
power(s), and the signature(s) appearing on such endorsement(s) or stock
power(s) and on this Election Form and Letter of Transmittal must be guaranteed
by an eligible financial institution or broker who is a member/participant in a
Medallion Program approved by the Securities Transfer Association, Inc. Please
also check the appropriate box in "Special Payment Instructions" on the Election
Form and Letter of Transmittal.
(3) Stock Transfer Taxes. It will be a condition to the issuance of any
check or certificate for FirstBank common stock in any name(s) other than the
name(s) in which the surrendered certificate(s) for shares of FirstBank common
stock is (are) registered that the person(s) requesting the issuance of such
check or certificate for FirstBank common stock either pay to the Exchange Agent
any transfer or other taxes required by reason of such issuance, or establish to
the satisfaction of the Exchange Agent that such tax has been paid or is not
applicable.
(4) Special Delivery Instructions. If checks or certificates representing
FirstBank common stock are to be delivered to someone other than the registered
holder(s), or to the registered holder(s) at an address other than that
appearing above, please check the appropriate box in "Special Delivery
Instructions" and insert the appropriate address in the space provided on this
Election Form and Letter of Transmittal.
(5) Lost Certificate. If your certificate(s) representing shares of Oregon
Trail Financial Corp. has been lost, stolen or destroyed, you should check the
box on the face of the Letter of Transmittal and Election Form indicating that
the certificate(s) is lost, complete the rest of the form, including the
Affidavit For Lost Stock Certificate(s) below and return it to us along with a
check payable to _______________ in the amount of 1.5% of the market value of
the lost certificate(s) (minimum $10.00) and with any certificate(s) of Oregon
Trail Financial Corp. in your possession.
AFFIDAVIT FOR LOST STOCK CERTIFICATE(S)
The undersigned hereby certifies the following: That I am the lawful owner
of the certificate(s) listed in this Letter of Transmittal and Election Form as
lost. That a search for the certificate(s) has been conducted and that these
certificate(s) cannot be located. That these certificate(s) have not been
endorsed, hypothecated, sold or had their ownership pledged or encumbered in any
form, whatsoever.
In requesting the replacement of this certificate(s), I hereby agree that:
If this certificate(s) are subsequently located, they will be tendered for
cancellation. That I indemnify, protect and hold harmless Oregon Trail,
_________, and Registrar and Transfer Company and any other party from and
against all losses, expenses, costs and damages including legal fees that may be
subjected to these parties at any time in the future as a result of the
cancellation and replacement of the certificate(s). All rights accruing to these
parties wil not be limited by the negligence, breach of duty, accident, or other
obligation on the part of or by any officer or employee of the parties.
I acknowledge that the certificate(s) will be replaced under an insurance
bond underwritten by ________________. My check, payable to the _______________,
including the premium of 1.5% of the market value of the lost certificates
(minimum $10.00) is enclosed. I further acknowledge that any filing of an
insurance application with materially false or misleading information is a
fraudulent insurance act and may be considered a crime.
Sign Here __________________________________
Co-Owner, if any ___________________________ Date: ____________________, 20___
(6) Determination of Questions. All questions with respect to this
Election Form and Letter of Transmittal and Elections made by holders of shares
of Oregon Trail common stock (including, without limitation, questions relating
to the time limits or effectiveness or revocation of any Elections and questions
relating to computations as to allocations) will be determined by FirstBank
and/or the Exchange Agent, whose determination shall be conclusive and binding.
FirstBank shall have the absolute right to reject any and all Election Forms and
Letters of Transmittal not in proper form or to waive any irregularities in any
such form, although it does not represent that it will do so. FirstBank and/or
the Exchange Agent may, but are not required to, take reasonable action to
inform holders of Oregon Trail common stock of any defects and may take
reasonable action to assist such holders to correct any such defects; however,
neither FirstBank not the Exchange Agent are under any obligation to notify a
holder of shares of Oregon Trail common stock of any defect in an Election Form
and Letter of Transmittal.
(7) Questions and Request for Information. Questions and requests for
information or assistance relating to this Election Form and Letter of
Transmittal should be directed to Registrar and Transfer Company, Investor
Relations, telephone (000) 000-0000. Additional copies of this Election Form and
Letter of Transmittal may be obtained from the Exchange Agent at the telephone
number above or from Oregon Trail Financial Corp., 0000 Xxxxx Xxxxxx, Xxxxx
Xxxx, Xxxxxx 00000 (telephone (000) 000-0000) or from FirstBank NW Corp., 000
Xxxx Xxxxxx, Xxxxxxxx, Xxxxx (telephone (000) 000-0000).
(8) Substitute Form W-9. Each shareholder is required to provide the
Exchange Agent with a correct Taxpayer Identification Number of Substitute Form
W-9, which is provided under "Important Tax Information," and to indicate that
the shareholder is not subject to backup withholding, if applicable.
