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Previous: LONG ISLAND PHYSICIAN HOLDINGS CORP, 10SB12G/A, 1996-09-11 |
Next: PRAEGITZER INDUSTRIES INC, 8-K, 1996-09-11 |
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
===========================================================================
FORM 8-K/A
AMENDMENT NO. 1
TO
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): July 1, 1996
VALLEY RIDGE FINANCIAL CORP.
(Exact Name of Registrant as Specified in its Charter)
MICHIGAN
(State or Other Jurisdiction
of Incorporation)
333-00724 38-2888214
(Commission File Number) (IRS Employer
Identification Number)
6 NORTH MAIN STREET
KENT CITY, MICHIGAN 49330
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (616) 678-5911
===========================================================================
This amendment is filed pursuant to the provisions of paragraphs
(a) (4) and (b) (2) of Item 7 of Form 8-K.
The undersigned registrant hereby amends Item 7, Financial
Statements, PRO FORMA Financial Information and Exhibits, of its Current
Report on Form 8-K dated July 15, 1996 (the "Form 8-K"), as set forth in
the following pages.
Pursuant to paragraphs (a) (4) and (b) (2) of Item 7 of Form 8-K,
Item 7 of the Form 8-K is hereby amended to file certain of the financial
statements and PRO FORMA financial information required to be filed in
connection with the Merger reported in Item 2 of the Form 8-K.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED. The following
financial statements of Community Bank Corporation are filed as part
of this report:
(i) The Audited Consolidated Financial Statements of
Community Bank Corporation included under the caption "COMMUNITY
BANK CORPORATION -- Audited Consolidated Financial Statements" on
pages 87 through 115, inclusive, of the Form S-4 Registration
Statement of Valley Ridge Financial Corp. (Registration Statement
No. 333-00724) filed with the Commission on May 8, 1996, are here
incorporated by reference, which include:
(A) Independent Auditors' Report of Gavigan Burkhart
Freeman & Co., P.L.L.C. dated January 17, 1995;
(B) Consolidated Balance Sheets at December 31, 1995
and 1994;
(C) Consolidated Statements of Earnings for the years
ended December 31, 1995, 1994 and 1993;
(D) Consolidated Statements of Shareholders' Equity
for the years ended December 31, 1995, 1994 and 1993;
(E) Consolidated Statements of Cash Flows for the
years ended December 31, 1995, 1994 and 1993; and
(F) Notes to Consolidated Financial Statements.
-2-
(ii) Interim financial statements (unaudited) for Community
Bank Corporation as of June 30, 1996 as follows:
(A) Interim Balance Sheet at June 30, 1996;
(B) Interim Statements of Income for the six-month
periods ended June 30, 1996 and 1995; and
(C) Interim Statements of Cash Flows for the six-month
periods ended June 30, 1996 and 1995.
(b) PRO FORMA FINANCIAL INFORMATION. The following PRO FORMA
financial statements of Valley Ridge Financial Corp. are filed as part
of this report:
(i) The PRO FORMA Condensed Combined Financial Statements
of Valley Ridge Financial Corp. included under the caption "THE
MERGER -- PRO FORMA Condensed Combined Financial Statements" on
pages 28 through 33, inclusive, of the Form S-4 Registration
Statement of Valley Ridge Financial Corp. (Registration Statement
No. 333-00724) filed with the Commission on May 8, 1996, are here
incorporated by reference, which include:
(A) Introduction to PRO FORMA Condensed Combined
Financial Statements;
(B) PRO FORMA Condensed Consolidated Balance Sheet at
December 31, 1995;
(C) PRO FORMA Consolidated Income Statements for the
years ended December 31, 1995, 1994 and 1993; and
(D) Notes to PRO FORMA Condensed Combined Financial
Statements.
(ii) Interim PRO FORMA financial statements for Valley Ridge
Financial Corp. as follows:
(A) PRO FORMA Condensed Consolidated Balance Sheet at
June 30, 1996; and
(B) PRO FORMA Consolidated Statements of Income for
the six-month periods ended June 30, 1996 and 1995.
-3-
(c) EXHIBITS. The following exhibits are furnished with or
incorporated by reference into this Current Report:
EXHIBIT NO. DOCUMENT
2.1 Agreement and Plan of Merger between
Community Bank Corporation and Valley Ridge
Financial Corp. dated as of September 15,
1995. Included as Appendix A to the
Prospectus and Proxy Statement filed as part
of the Form S-4 Registration Statement of
Valley Ridge Financial Corp. (Registration
Statement No. 333-00724) on May 8, 1996; here
incorporated by reference.
-4-
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.
VALLEY RIDGE FINANCIAL CORP.
Date: September 11, 1996 By /S/ RICHARD L. EDGAR
Richard L. Edgar
President and Chief
Executive Officer
-5-
<TABLE>
COMMUNITY BANK CORPORATION
INTERIM BALANCE SHEET
June 30, 1996
UNAUDITED
<CAPTION>
________________________________________________________________________________
<S> <C>
ASSETS
Cash and due from banks $ 2,132,969
Federal funds sold 1,350,000
Total cash and cash equivalents 3,482,969
Securities available for sale 1,510,215
Other securities - Federal Reserve stock and Federal
Home Loan Bank stock 213,550
Total loans 19,385,065
Allowance for loan losses (253,278)
19,131,787
Premises and equipment - net 886,001
Accrued interest receivable 344,070
Other assets 74,347
Total assets $25,642,939
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits
Noninterest-bearing $ 3,574,636
Interest-bearing 19,459,062
23,033,698
Accrued interest payable 76,130
Other liabilities 129,106
Total liabilities 23,238,934
Stockholders' equity
Common stock, no par value: 200,000 shares
authorized; 76,424 shares outstanding 849,077
Retained earnings 1,552,028
Net unrealized gain on securities available for sale,
net of tax of ($2,500) 2,900
Total stockholders' equity 2,404,005
Total liabilities and stockholders' equity $25,642,939
</TABLE>
-6-
<TABLE>
COMMUNITY BANK CORPORATION
INTERIM STATEMENTS OF INCOME
Six months ended June 30
UNAUDITED
<CAPTION>
___________________________________________________________________________
1996 1995
<S> <C> <C>
Interest income
Loans, including fees $1,011,508 $ 957,523
Federal funds sold 41,587 35,423
Investment securities
Taxable 63,764 83,243
Nontaxable 18,373 11,777
1,135,232 1,087,966
Interest expense
Deposits 361,674 332,600
Other 24,379 737
386,053 333,337
NET INTEREST INCOME 749,179 754,629
Provision for loan losses 31,200 31,200
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 717,979 723,429
Other income
Service charges 111,108 109,380
Other 7,188 6,549
118,296 115,929
Other expense
Salaries and benefits 275,804 267,940
Occupancy 46,463 39,153
Furniture and fixtures 43,493 43,893
FDIC insurance premium 1,500 24,533
Supplies 24,025 25,247
Other 193,833 173,049
585,118 573,815
INCOME BEFORE FEDERAL INCOME TAX 251,157 265,543
Federal income tax expense 94,000 91,000
NET INCOME $ 157,157 $ 174,543
Earnings per common share $ 2.06 $ 2.28
</TABLE>
-7-
<TABLE>
COMMUNITY BANK CORPORATION
INTERIM STATEMENTS OF CASH FLOWS
Six months ended June 30
UNAUDITED
<CAPTION>
___________________________________________________________________________
1996 1995
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 157,157 $ 174,543
Adjustments to reconcile net income
to net cash from operating activities
Depreciation 27,924 26,848
Amortization of investment premiums, net 8,316 8,316
Provision for loan losses 31,200 31,200
Gain on sale of securities (400)
Deferred taxes 2,500 100
Net change in:
Accrued interest receivable (55,671) (32,444)
Other assets 4,742 25,676
Accrued expenses and other liabilities (78,092) 58,250
Net cash from operating activities 98,076 292,089
CASH FLOWS FROM INVESTING ACTIVITIES
Net change in loans (206,211) (1,097,284)
Proceeds from:
Sales of securities available for sale 500,400
Maturities of securities available for sale 1,300,000
Maturities of securities held to maturity 500,000
Purchase of:
Federal Home Loan Bank stock (16,100) (72,600)
Premises and equipment, net (2,540) (11,597)
Net cash provided by (used in) investing activities 1,075,149 (181,081)
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase (decrease) in deposits (2,335,459) 945,081
Payment of federal funds purchased (100,000)
Payment on Federal Home Loan
Bank advance (800,000)
Dividends paid (26,748) (13,375)
Net change in long-term debt (9,000)
Net cash provided by (used in) financing activities (3,162,207) 822,706
Net change in cash and cash equivalents (1,988,982) 933,714
Cash and cash equivalents at beginning of period 5,471,951 1,860,391
Cash and cash equivalents at end of period $ 3,482,969 $ 2,794,105
-8-
Supplemental disclosures of cash flow information
Cash paid during the period for
Interest $ 386,797 $ 304,103
Income taxes 205,069 69,483
</TABLE>
-9-
<TABLE>
VALLEY RIDGE FINANCIAL CORP.
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEETS
June 30, 1996
(Dollars in thousands, except per share data)
UNAUDITED
<CAPTION>
___________________________________________________________________________
COMMUNITY
VALLEY RIDGE BANK PRO FORMA PRO FORMA
FINANCIAL CORP. CORP. ADJUSTMENTS COMBINED
<S> <C> <C> <C> <C>
ASSETS
Cash and due from banks $ 4,470 $ 2,133 $ $ 6,603
Federal funds sold 3,200 1,350 4,550
Total cash and cash equivalents 7,670 3,483 11,153
Securities available for sale 14,659 1,510 16,169
Other securities 623 214 837
Total loans 60,958 19,385 80,343
Less allowance for loan losses (947) (253) (1,200)
Net loans 60,011 19,132 79,143
Premises and equipment, net 1,392 886 2,278
Accrued interest receivable 672 344 1,016
Other assets 1,490 74 1,564
Total assets $86,517 $25,643 $ $112,160
LIABILITIES AND STOCKHOLDERS'
EQUITY
Deposits
Noninterest-bearing $ 9,562 $ 3,575 $ $ 13,137
Interest-bearing 62,193 19,459 81,652
Total deposits 71,755 23,034 94,789
Federal funds and repurchase agreements 453 453
Other borrowings 5,000 5,000
Accrued interest payable and other
liabilities 422 205 627
Total liabilities 77,630 23,239 100,869
Stockholders' equity
Common stock 3,739 849 368 4,956
Surplus 1,751 (368) 1,383
Retained earnings 3,250 1,552 4,802
Net unrealized gain on securities
available for sale 147 3 150
-10-
Total stockholders' equity 8,887 2,404 11,291
Total liabilities and stockholders'
equity $86,517 $25,643 $ $112,160
</TABLE>
-11-
<TABLE>
VALLEY RIDGE FINANCIAL CORP.
PRO FORMA CONSOLIDATED INCOME STATEMENT
For the six months ended June 30, 1996
(Dollars in thousands, except per share data)
UNAUDITED
<CAPTION>
___________________________________________________________________________
COMMUNITY
VALLEY RIDGE BANK PRO FORMA
FINANCIAL CORP. CORPORATION COMBINED
<S> <C> <C> <C>
INTEREST INCOME
Loans, including fees $ 2,842 $ 1,012 $ 3,854
Investment and mortgage backed securities
Taxable 161 63 224
Non-taxable 306 18 324
Federal funds sold 79 42 121
Total interest income 3,388 1,135 4,523
INTEREST EXPENSE
Deposits 1,221 362 1,583
Other 146 24 170
Total interest expense 1,367 386 1,753
NET INTEREST INCOME 2,021 749 2,770
Provision for loan losses 60 31 91
Net interest income after provision for loan losses 1,961 718 2,679
Other income 414 118 532
Other expense 1,806 585 2,391
Income before income tax 569 251 820
Income taxes 112 94 206
Net income $ 457 $ 157 $ 614
Earnings per common share $ 1.22 $ 2.06 $ 1.24
Weighted average shares outstanding 373,543 76,424 495,269
</TABLE>
-12-
<TABLE>
VALLEY RIDGE FINANCIAL CORP.
PRO FORMA CONSOLIDATED INCOME STATEMENT
For the six months ended June 30, 1995
(Dollars in thousands, except per share data)
UNAUDITED
<CAPTION>
___________________________________________________________________________
COMMUNITY
VALLEY RIDGE BANK PRO FORMA
FINANCIAL CORP. CORPORATION COMBINED
<S> <C> <C> <C>
INTEREST INCOME
Loans, including fees $ 2,714 $ 958 $ 3,672
Investment and mortgage backed securities
Taxable 190 83 273
Non-taxable 236 12 248
Federal funds sold 51 35 86
Total interest income 3,191 1,088 4,279
INTEREST EXPENSE
Deposits 1,282 332 1,614
Other 34 1 35
Total interest expense 1,316 333 1,649
NET INTEREST INCOME 1,875 755 2,630
Provision for loan losses 55 31 86
Net interest income after provision for loan losses 1,820 724 2,544
Other income 335 116 451
Other expense 1,666 574 2,240
Income before income tax 489 266 755
Income taxes 98 91 189
Net income $ 391 $ 175 $ 566
Earnings per common share $ 1.05 $ 2.28 $ 1.14
Weighted average shares outstanding 372,724 76,424 494,450
</TABLE>
-13-
EXHIBIT INDEX
EXHIBIT NO. DOCUMENT
2.1 Agreement and Plan of Merger between Community Bank
Corporation and Valley Ridge Financial Corp. dated as
of September 15, 1995. Included as Appendix A to the
Prospectus and Proxy Statement filed as part of the
Form S-4 Registration Statement of Valley Ridge
Financial Corp. (Registration Statement No. 333-00724)
on May 8, 1996; here incorporated by reference.
-14-
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