SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) September 20, 2000
HUMBOLDT BANCORP
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(Exact name of registrant as specified in its charter)
California 0-27784 93-1175446
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
701 Fifth Street, Eureka, California 95501; 707-445-3233
(Address and telephone number of principal executive offices)
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Item 5. Other
On September 20, 2000, Humboldt Bancorp ("Humboldt") and Tehama Bancorp
("Tehama") announced the signing of a definitive Agreement and Plan of
Reorganization and Merger (the "Agreement") under which Humboldt Bancorp will
acquire all of the outstanding shares of common stock of Tehama Bancorp pursuant
to a tax-free exchange of shares. The Agreement, which has been approved
unanimously by the Boards of Directors of both companies, is subject to
conditions customary to transactions of this type, including approval by the
shareholders of both Humboldt and Tehama, approval by bank regulatory
authorities, and satisfaction of certain other terms and conditions. The merger
will be accounted for under the pooling-of- interest method of accounting.
Under the terms of the Agreement, Tehama shareholders will receive
1.775 shares of Humboldt common stock for each Tehama Bancorp 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. Shareholders of Tehama are expected to
acquire approximately 37% of the shares of the combined companies, and the board
of directors following the merger will consist of seven members from the current
Humboldt Bancorp board and four members from the current Tehama Bancorp board.
The merger is expected to close by December 31, 2000.
At December 31, 1999, and June 30, 2000, Humboltd reported total assets
of approximately $423.6 and $575.3 million, shareholders' equity of
approximately $34.1 and $44.3 million and net income of approximately $4.6 and
2.8 million, respectively. At December 31, 1999, and June 30, 2000, Tehama had
approximately $211.8 and $233.4 million in assets, shareholders' equity of
approximately $18.6 and $20.1 million and net income of approximately $2.2 and
$1.4 million, respectively.
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Item 7. Financial Statements and Exhibits.
(c) Exhibits.
2.2 Agreement And Plan Of Reorganization And Merger by and between
Humboldt Bancorp and Tehama Bancorp. (without exhibits)
99.1 Press release dated September 20, 2000.
SIGNATURE
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.
Dated: September 26, 2000 HUMBOLDT BANCORP,
a California Corporation
/s/ THEODORE MASON
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Theodore Mason,
President
