<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
AMENDMENT NO. 1
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Transition Period From _____ to ______
COMMISSION FILE No.: 333-43021
VIB CORP
Incorporated Under the Laws of the State of California
I.R.S. EMPLOYER IDENTIFICATION NO.: 33-0780371
1498 MAIN STREET
EL CENTRO, CALIFORNIA 92243
TELEPHONE: (760) 337-3200
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act: Common
Stock, No Par Value
Warrants (to purchase Common Stock)
Indicate by checkmark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES X NO
Indicate by checkmark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
Aggregate market value of the voting Common Stock held by non-affiliates at
March 5, 1999: $97,381,000
Number of shares of Common Stock outstanding as of March 5, 1999:
10,527,689
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the following documents are incorporated by reference into the
identified parts of this Form 10-K:
VIB CORP's 1998 Annual Report to Shareholders - Part II, Items 5 and 6.
1999 Annual Meeting Proxy Statement - Part III, Items 10, 11, 12 and 13.
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VIB CORP
This Amendment to Form 10-K Annual Report is being submitted for the
purpose of electronically filing information regarding the Company's Common
Stock inadvertently omitted from Exhibit 13 in the original submission. Exhibit
13 is hereby amended by adding the attached information taken from the
Company's Annual Report to Shareholders.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
VIB CORP
Date: March 30, 1999 By: /s/ Harry G. Gooding, III
-------------------------------------
Harry G. Gooding, III,
Executive Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Charles Ellis Director March 30, 1999
- -------------------------
Charles Ellis
/s/ Robert S. Ellison Director March 30, 1999
- -------------------------
Robert S. Ellison
/s/ Richard D. Foss Chairman of the Board March 30, 1999
- ------------------------- of Directors
Richard D. Foss
/s/ Harry G. Gooding, III Executive Vice President March 30, 1999
- ------------------------- and Chief Financial
Harry G. Gooding, III Officer (and Principal
Accounting Officer)
/s/ Ed L. Hickman Director March 30, 1999
- -------------------------
Ed L. Hickman
/s/ Dennis L. Kern Director, President and March 30, 1999
- ------------------------- Chief Executive Officer
Dennis L. Kern
/s/ Edward McGrew Director March 30, 1999
- -------------------------
Edward McGrew
/s/ Ronald A. Pedersen Vice Chairman of the March 30, 1999
- ------------------------- Board of Directors
Ronald A. Pedersen
/s/ John L. Skinner Director March 30, 1999
- -------------------------
John L. Skinner
/s/ Alice Helen
Lowery Westerfield Vice Chairman of the March 30, 1999
- ------------------------- Board of Directors
Alice Helen Lowery
Westerfield
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EXHIBIT INDEX
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<CAPTION>
REG. S-K, PAGE (OR
ITEM 601 FOOTNOTE
EXHIBIT NO. DESCRIPTION REFERENCE)
- ----------- ----------- ----------
<S> <C> <C>
2.1 Plan of Reorganization and Merger Agreement, dated November 18, 1997,
by and between Valley Independent Bank and VIB Merger Company................................(1)
2.2 Agreement and Plan of Reorganization by and between VIB Corp and
Bank of Stockdale, F.S.B. dated September 15, 1998...........................................(2)
3.1 Articles of Incorporation of VIB Corp, as amended............................................(3)
3.2 Bylaws of VIB Corp...........................................................................(4)
4.1 Form of Common Stock Certificate.............................................................(5)
4.2 Form of Warrant Certificate .................................................................(5)
4.3 Junior Subordinated Indenture dated as of February 5, 1999 by and
between the Registrant and Wilmington Trust Company, as trustee..............................(6)
4.4 Form of Junior Subordinate Debenture included in Article Two of
Exhibit 4.3..................................................................................(6)
4.5 Trust Agreement of Valley Capital Trust dated as of December 10, 1998
(included as Exhibit A to Exhibit 4.6).......................................................(6)
4.6 Amended and Restated Trust Agreement of Valley Capital Trust dated as
of February 5, 1999 among the Registrant, Wilmington Trust Company, as
Property Trustee, and Richard D. Foss, Harry G. Gooding, III, and Dennis
L. Kern, as Administrative Trustees..........................................................(6)
4.7 Form of Common Security Certificate of Valley Capital Trust (included as
Exhibit B to Exhibit 4.6)....................................................................(6)
4.8 Form of Capital Security Certificate of Valley Capital Trust (included as
Exhibit C to Exhibit 4.6)....................................................................(6)
4.9 Guarantee Agreement dated February 5, 1999 between the Registrant, as
Guarantor, and Wilmington Trust Company, as Guarantee Trustee................................(6)
4.10 Agreement as to Expenses and Liabilities dated February 5, 1999 between
the Registrant and Valley Capital Trust......................................................(6)
10.1 Agreement to Assume Liabilities and to Acquire Branch Banking
Office (Calexico)(P)........................................................................ (7)
10.2 Agreement and Plan of Reorganization Dated April 29, 1996
(Bank of the Desert, N.A.)(P)................................................................(7)
10.3 Purchase and Assumption Agreement Dated October 15, 1996
(Blythe and Tecate)(P).......................................................................(7)
10.4 VIB Corp 1997 Stock Option Plan..............................................................(4)
10.5 Form of VIB Corp Stock Option Agreement......................................................(4)
10.6 Form of VIB Corp Indemnity Agreement.........................................................(4)
10.7 Profit Sharing and 401(k) Plan(P)............................................................(7)
10.8 Amendment to 401(k) Plan(P)..................................................................(7)
10.9 1994 Amendments to 401(k) Plan(P)............................................................(7)
10.10 Employee Stock Ownership Plan(P).............................................................(7)
10.11 Form of Directors Deferred Compensation Agreement(P).........................................(7)
10.12 Form of Officers Deferred Compensation Agreement(P)..........................................(7)
10.13 El Centro Lease(P)...........................................................................(7)
10.14 Agreement to Assume Liabilities and to Acquire Assets of Branch Banking
Office Dated January 22, 1998 (Palm Springs)..................................................*
</TABLE>
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EXHIBIT INDEX (CONTINUED)
<TABLE>
<CAPTION>
REG. S-K, PAGE (OR
ITEM 601 FOOTNOTE
EXHIBIT NO. DESCRIPTION REFERENCE)
- ----------- ----------- ----------
<S> <C> <C>
10.15 Agreement to Assume Liabilities and to Acquire Assets of Branch
Office between Fremont Investment & Loan and Valley Independent
Bank dated September 22, 1998............................................................. (2)
13 VIB Corp's 1998 Annual Report to Shareholders (incorporated
portions only)............................................................................ (8)**
21 Subsidiaries of the Registrant............................................................ *
23 Consents of Experts and Counsel........................................................... *
27 Financial Data Schedule................................................................... *
</TABLE>
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(1) Filed as Exhibit "A" to the Proxy Statement/Prospectus included in the
Registrant's Registration Statement on Form S-4 dated December 23, 1997
(the "1997 S-4 Registration Statement").
(2) Filed as an exhibit to the Registrant's Form 8-K dated September 29,
1998.
(3) Filed as an exhibit to the Registrant's Form 8-K dated May 1, 1998.
(4) Filed as an exhibit to the 1997 S-4 Registration Statement.
(5) Filed as an exhibit to the Registrant's Registration Statement on Form
8-A dated March 19, 1998.
(6) Filed as an exhibit to the Registrant's Form 8-K dated February 5,
1999.
(7) Filed as an exhibit to the Registrant's Form 10-K for the year ended
December 31, 1997.
(8) The Company's Annual Report to Shareholders, portions of which are
incorporated by reference, will be submitted under separate cover.
Except those portions incorporated by reference, the Annual Report to
Shareholders is not to be deemed "filed" as a part of this Form 10-K.
This exhibit is supplemented by this filing; a portion of this exhibit
was previously filed.
(P) Filed in paper format under cover of Form SE.
* Previously filed.
** Filed herewith.
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EXHIBIT 13
STOCK
The equity securities of VIB Corp consist of one class of common stock. At
December 31, 1998 there were 8,158,209 shares outstanding, held by
approximately 2,079 shareholders of record. VIB Corp's common stock traded
over-the-counter prior to August 25, 1997 and was listed on the NASDAQ National
Stock Market, trading under the symbol "VAIB" as of that date. It is currently
traded under the symbol "VIBC". Although the VIB Corp is legally able to pay
cash dividends, it is the Company's present policy to retain earnings to
support growth.
The quarterly market trend price ranges for each of the last two years are
shown in the following table. The market price of the Bank's common stock was
$12.00 at December 31, 1998 compared to $14.70 at December 31, 1997. On
December 31, 1996 the market price was $10.50. The following information is
provided by Hoefer & Arnett, Inc. and Sutro & Company, Inc. for the period
prior to August 25, 1997 and by NASDAQ thereafter.
SALES PRICE(1)
QUARTER ENDED HIGH LOW SHARES TRADED
- -------------------------------------------------------------------------------
March 31, 1997 $11.17 $ 9.83 203,418
June 30, 1997 12.25 12.00 253,211
September 30, 1997 15.20 13.00 173,984
December 31, 1997 15.30 13.20 118,588(2)
March 31, 1998 14.70 12.90 163,754
June 30, 1998 14.40 12.40 423,379
September 30, 1998 14.13 10.75 250,474
December 31, 1998 13.63 11.00 230,552
(1) Does not include nominal amounts traded directly by shareholders or through
other dealers. The figures have not been adjusted to reflect the 2% stock
dividends effective December 26, 1997, the 3% stock dividend effective
December 11, 1998 and has been adjusted for the six-for-five stock split
effective May 9, 1997 and the five-for-four stock split effective June 12,
1998.
(2) Does not include the 631,763 shares issued pursuant to the Bank's unit
offering.
