Filed by Humboldt Bancorp Pursuant to Rule
425 under the Securities Act of 1933 and
deemed filed pursuant to Rule 14a-12 of
the Securities Exchange Act of 1934
Subject Company: Humboldt Bancorp
Commission File No.: 0-27784
FOR IMMEDIATE RELEASE CONTACT: TED MASON
SEPTEMBER 20, 2000 707.444.6101 OR
BILL ELLISON
530.528-3000
Humboldt Bancorp, Tehama Bancorp Agree to Merge
EUREKA/RED BLUFF, CA - Humboldt Bancorp (NASDAQ: HBEK) and Tehama Bancorp
(OTCBB: THMB) today announced the signing of a definitive agreement under which
Tehama Bancorp, headquartered in Red Bluff, California, will merge into Humboldt
Bancorp, based in Eureka, California. The merger is expected to close by the end
of the year, subject to regulatory and shareholder approval.
Tehama Bank, the wholly owned subsidiary of Tehama Bancorp, will become a
separate subsidiary of Humboldt Bancorp. Tehama Bank operates six branches and
has $233 million in assets. Humboldt Bancorp and Tehama Bancorp jointly own
Bancorp Financial Services, Inc., a leasing/finance company in Sacramento,
California, with $35 million in assets. As a result of the merger, Bancorp
Financial Services, Inc., will become a wholly owned subsidiary of Humboldt
Bancorp. Completion of the merger will elevate Humboldt Bancorp, which has three
separate banking subsidiaries currently, to one of the 20 largest independent
financial institutions in California and one of the four largest in Northern
California.
Humboldt Bancorp anticipates that the transaction will be accretive to 2001
earnings, after excluding one-time nonrecurring transaction related expenses.
Humboldt Bancorp has not included any anticipated revenue enhancements that may
be realized but is expecting to reduce up to 15% of expenses at Tehama Bancorp
related to combining data centers and eliminating duplicative functions at the
holding company and other operations. As a result of the merger, planned staff
reductions are expected to be accomplished through normal attrition.
Under the terms of the agreement, Tehama Bancorp shareholders will receive 1.775
shares of Humboldt Bancorp common stock for each Tehama Bancorp share in a
tax-exempt exchange subject to certain adjustments. At the closing price for
Humboldt Bancorp stock on September 19, 2000, that equates to $20.41 per Tehama
share. The value to Tehama shareholders will vary if the price of Humboldt
Bancorp shares goes down within an established range before closing; however, in
no event will Tehama shareholders receive less than $17.47 per share. There will
be no change to the exchange formula if the price of Humboldt Bancorp shares
goes up; shareholders of both companies will share in any appreciation of the
price of Humboldt Bancorp stock at closing.
On a pro forma basis as of June 30, 2000, the combined company would have had
total assets of approximately $850 million. Tehama shareholders would have owned
approximately 37% of the combined company as of that date.
"We are delighted with the opportunity to join our two fine institutions. Tehama
Bancorp is a very solid financial entity which shares Humboldt's commitment to
helping Northern California grow and prosper," stated Theodore S. Mason,
President and CEO of Humboldt Bancorp. "We have collaborated very well through
the years on making Bancorp Financial Services, Inc. in Sacramento successful,
and I look forward to sharing future success as a unified company."
The companies reported that Bill Ellison, President and CEO of Tehama Bank, will
continue in his present position. Humboldt Bancorp will appoint two new board
members to the Tehama Bank Board of Directors, which will remain in place.
Customers will continue to be served by the same Tehama Bank branch officers.
After the merger, Humboldt Bancorp Board of Directors will be comprised of seven
directors appointed by Humboldt Bancorp and four directors from Tehama Bancorp.
<PAGE>
Humboldt Bancorp/Tehama Bancorp Merger
September 20, 2000
Page 2 of 2
"Our single greatest asset is the high level of commitment of our employees to
quality service and to building long-term banking relationships. Humboldt shares
that commitment," stated Bill Ellison, President and CEO of Tehama Bank. "The
merger is an ideal fit for both sets of shareholders, customers, employees, and
communities, because it allows us to expand our range of products and services."
Ellison added, "Combining the strengths of both Humboldt and Tehama results in a
much superior institution. I am excited about the potential for increased
opportunities ahead of us."
Tehama Bank was founded in Red Bluff in 1984 and offers full service banking
along with many of the latest electronic banking products. Known for its
"Positively Outstanding Service," Tehama Bank serves four Northern California
counties through six branch offices -- Chico, Los Molinos, Orland, Red Bluff,
Redding and Willows.
Humboldt Bancorp, a holding company with $580 million in assets, includes
Humboldt Bank, founded in Eureka in 1989. A full-service bank with a mission to
support local businesses, professionals and residential real estate, it has ten
branches in Humboldt, Trinity and Mendocino counties. In addition to Bancorp
Financial Services, Inc., Humboldt's other subsidiaries include Capitol Valley
Bank in Roseville and Capitol Thrift and Loan Association in Napa, which has
eight other branches throughout California.
D.A. Davidson & Co. acted as financial advisor to Humboldt Bancorp, and Dain
Rauscher Wessels acted as financial advisor to Tehama Bancorp. Both financial
institutions have Web sites located at: www.tehamabank.com and
www.humboldtbank.com.
Humboldt Bancorp will file a registration statement with the Securities and
Exchange Commission to register the common stock of Humboldt Bancorp to be
offered and issued to shareholders of Tehama Bancorp in the proposed
transaction. The registration statement will include a proxy
statement/prospectus, which will be sent to the shareholders of both companies,
seeking their approval of the proposed transaction. Copies may also be obtained
without charge from the SEC's web site at www.sec.gov once the registration
statement is filed. We urge the shareholders of both Humboldt Bancorp and Tehama
Bancorp to carefully review the proxy statement/prospectus when received.
###
Editor Note: To arrange one-on-one interviews with Ted Mason and Bill Ellison,
please call (707) 444-6160. Humboldt Bancorp will conduct a conference call on
Thursday, September 21, 2000, at 10:00 a.m.(PDT) to discuss the acquisition of
Tehama Bank as a separate subsidiary of Humboldt Bancorp. To participate, please
call 800-633-8950 and ask for the Humboldt Bancorp Conference Call. A
rebroadcast of the call will be available beginning on September 21 at
approximately 12:00 p.m. (PDT) until September 23 at 12:00 p.m. (PDT). Access to
the rebroadcast is available via 800-633-8284 or 858-812-6440, reservation
number 16383235.
This news release contains forward-looking statements about Humboldt Bancorp and
Tehama Bancorp's financial condition, results of operations, plans, objectives,
and future performance. A number of factors, any of which are beyond the control
of Humboldt Bancorp or Tehama Bancorp, could cause actual results to differ
materially from those in the forward-looking statements. Humboldt Bancorp and
Tehama Bancorp are subject to a number of risks as set forth in their filings
with the Securities and Exchange Commission. Neither Humboldt Bancorp nor Tehama
Bancorp accepts obligation to update these statements.
This news release does not constitute an offer to sell to, or a solicitation of
an offer to buy from, anyone in any state or jurisdiction in which such an offer
or solicitation is not authorized. The securities described in this news release
have not been registered with or approved by the Securities and Exchange
Commission or any state securities authority, nor has the Securities and
Exchange Commission or any regulatory authority or any state passed upon the
accuracy or adequacy of this news release. Any representation to the contrary is
unlawful. No person other than the company has been authorized to give any
information or to make any representations other than those contained in this
news release in connection with the securities described therein, and, if given
or made, such other information or representation must not be relied upon as
having been made or authorized by the company.
<PAGE>
September 21, 2000
Dear Humboldt Bancorp Shareholders:
I am pleased to share with you the enclosed press release announcing that Tehama
Bancorp has agreed to merge with Humboldt Bancorp, pending the approval of both
companies' shareholders. Tehama Bancorp operates Tehama Bank, a community bank
headquartered in Red Bluff.
Subject to the approval of state and federal banking regulators, Tehama Bank
will become a wholly-owned subsidiary of Humboldt Bancorp and will keep its name
as well as its Board of Directors and management team. William P. Ellison will
continue to serve as Tehama Bank's President and Chief Executive Officer.
Founded in 1984, Tehama Bancorp currently has 131 employees and branch offices
in six Northern California communities: Chico, Los Molinos, Orland, Red Bluff,
Redding and Willows. All branches will remain open under the Tehama Bank name.
Tehama has demonstrated strong growth in recent years with sound loan portfolios
in commercial, commercial real estate, auto and government-backed loans. As of
June 30, 2000, Tehama reported assets of $233 million.
Merging with Tehama Bancorp is further evidence of our commitment to the future
of Northern California. The combined resources of both banks will allow us to
better serve our customers while retaining the community bank tradition of
service ingrained in both institutions. The coordination of backroom operations
and other management efficiencies will enhance our competitive position as we
offer a broader array of services to our customers.
Through the support of our employees, customers and shareholders, Humboldt
Bancorp has opened Capitol Valley Bank in Roseville, purchased Cal Fed branches
in Ukiah and Eureka, acquired Capitol Thrift and Loan Association in Napa, and,
with Tehama Bancorp, established Bancorp Financial Services, Inc., in
Sacramento.
A registration statement will be filed with the Securities and Exchange
Commission (SEC) to register the securities to be exchanged in the merger.
Thereafter, we will mail you a proxy statement/prospectus, which describes the
transaction in detail. Copies may also be obtained without charge from the SEC's
web site at www.sec.gov once the registration statement is filed. We urge you to
carefully review the proxy statement/prospectus when received.
I hope you will join me in welcoming Tehama Bancorp into our family of
companies. Thank you for your continued support.
Sincerely,
Theodore S. Mason
President & CEO
<PAGE>
September 20, 2000
Dear Shareholders and Friends:
It is my pleasure to share with you the enclosed press release announcing that
your Board of Directors has agreed to merge with Humboldt Bancorp, a financial
services company headquartered in Eureka, California.
Upon the approval of shareholders, and state and federal banking regulators,
Tehama Bank will become a wholly-owned subsidiary of Humboldt Bancorp, keeping
its name, Board of Directors and management team. I will continue to serve as
Tehama Bank's President and Chief Executive Officer. All branches will remain
open under Tehama's name and leadership. We do not expect reductions in staff,
although some backroom operations will be integrated and jobs re-classified.
The combined resources will allow us to better serve our customers with a wider
range of products and services while retaining the community bank tradition of
service excellence, a philosophy common to both institutions.
Founded in 1989, Humboldt Bank has ten branches in Humboldt, Trinity and
Mendocino counties. Like Tehama, it has a strong commitment to community banking
and community service. Like Tehama, Humboldt Bancorp sees a bright future for
Northern California and is determined to contribute to its growth and
prosperity.
Tehama Bancorp and Humboldt Bancorp have an existing partnership--Bancorp
Financial Services Inc., a small ticket leasing and auto financing company
headquartered in Sacramento. The other members of the Humboldt Bancorp family
include Humboldt Bank with branches in: Eureka, Fortuna, Arcata, McKinleyville,
Loleta, Willow Creek, Weaverville, Garberville and Ukiah; Capitol Valley Bank in
Roseville, a newly opened community bank; and Capitol Thrift and Loan
Association, a licensed industrial loan company based in Napa with eight
branches throughout California.
A registration statement will be filed with the Securities and Exchange
Commission to register the securities to be exchanged in the merger. Thereafter,
we will mail you a proxy statement/prospectus that describes the transaction in
detail. Copies may also be obtained without charge from the SEC's website at
www.sec.gov once the registration statement is filed. We urge you to carefully
review the proxy statement/prospectus when received.
We are excited about the opportunity to work with Humboldt Bancorp and to
celebrate the beginning of a new era for Tehama Bank. Thank you for your
continued support.
Sincerely,
William P. Ellison John W. Koeberer
President & CEO Chairman
Enclosure: Press Release
