SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): December 15, 1998
VAIL BANKS, INC.
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(Exact name of Registrant as Specified in its Charter)
Colorado 000-25081 84-1250561
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(State or other Jurisdiction of (Commission File Number) (IRS Employer
Incorporation or Organization) Identification No.)
108 S. Frontage Road West
Suite 101
Vail, Colorado 81657
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (970) 476-2002
Not applicable
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(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On December 15, 1998, Vail Banks, Inc. (the "Company") completed the
acquisition of Telluride Bancorp, Ltd. ("Telluride") pursuant to a Merger
Agreement and Plan of Reorganization by and between the Company and
Telluride, dated April 16, 1998, as amended, whereby Telluride merged into
the Company, with the Company surviving, and Telluride's wholly owned
subsidiaries (Bank of Telluride and Western Colorado Bank) became wholly
owned subsidiaries of the Company. The cash consideration paid by the
Company was $13,330,717 and 908,913 shares of the Company's common stock
were issued to the former shareholders of Telluride. The Company funded the
cash amount of the acquisition from the net proceeds of its initial public
offering consummated simultaneously with the acquisition on December 15,
1998. The cash amount and the number of shares issued in this transaction
was determined by a formula based on multiples of each of the Company's and
Telluride's shareholders' equity. The Company accounted for the acquisition
of Telluride as a purchase.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS
(a) Financial Statements of Business Acquired
1. Report of Independent Auditors; Accountants' Review Report.
2. Consolidated Statements of Financial Condition at September 30,
1998 and 1997 (reviewed)(unaudited), December 31, 1997 and 1996.
3. Consolidated Statements of Income and Comprehensive Income for the
Nine Months Ended September 30, 1998 and 1997 (reviewed)
(unaudited) and the Years Ended December 31, 1997 and 1996.
4. Consolidated Statements of Changes in Stockholders' Equity for the
Years Ended December 31, 1996 and 1997 and the Nine Months Ended
September 30, 1998 (reviewed) (unaudited).
5. Consolidated Statements of Cash Flows for the Nine Months Ended
September 30, 1998 and 1997 (reviewed) (unaudited) and the Years
Ended December 31, 1997 and 1996.
6. Notes to Consolidated Financial Statements.
(Incorporated by reference from the Company's Form SB-2, as amended,
Commission File No. 333-60346).
(b) Pro Forma Material Information
Unaudited Pro Forma Combined Condensed Financial Statements of Vail
Banks, Inc. (incorporated by reference from the Company's Form SB-2, as
amended, Commission File No. 333-60346).
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(c) Exhibits
The Merger Agreement and Plan of Reorganization by and between Vail
Banks, Inc. and Telluride Bancorp, Ltd., dated April 16, 1998, as amended,
(incorporated by reference from the Company's Form SB-2, as amended,
Commission File No. 333-60346).
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this Report to be signed on its behalf
by the undersigned hereunto duly authorized.
VAIL BANKS, INC.
/s/ Joseph S. Dillon
By: Joseph S. Dillon, Senior Executive
Vice President and Chief Financial
Officer
12/29/98
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