<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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(Mark One)
[X] Annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934 (No fee required, effective October 7,
1996). For the fiscal year ended December 31, 1998.
OR
[ ] Transition report pursuant to Section 15(d) of the Securities
Exchange Act of 1934 (No Fee Required). For the transition
period from ____________________ to ____________________
333-43021
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Commission file number
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A. Full title of the plan and the address of the plan, if different from that of
the issuer named below:
VALLEY INDEPENDENT BANK FLEXPLUS
RETIREMENT SAVINGS PLAN
B. Name of the issuer of the securities held pursuant to the plan and the
address of its principal executive office:
VIB Corp
1498 Main Street
El Centro, California 92243
(760) 337-3200
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REQUIRED INFORMATION
This annual report on Form 11-K is being filed concurrently with a
Registration Statement of Form S-8 which registers participants' interests in
the Valley Independent Bank Flexplus Retirement and Savings Plan (the "Plan")
pursuant to General Instruction A(2)(ii) of Form S-8.
The Plan is subject to the Employee Retirement Income Security Act of
1974 ("ERISA"). Therefore, in lieu of the requirements of Items 1 - 3 of Form
11-K, the financial statements and supplemental schedules of the Plan for the
fiscal year ended December 31, 1998, which have been prepared pursuant to the
financial reporting requirements of ERISA, are attached hereto as Exhibit 99.1
and incorporated herein by this reference.
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EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<S> <C>
23.1 Consent of Vavrinek, Trine, Day & Co., LLP, Independent
Accountants.
99.1 Financial Statements and Supplemental Schedules of the Plan for
the fiscal year ended December 31, 1998.
</TABLE>
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act
of 1934, as amended, the trustees (or other persons who administer the Plan)
have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: November 29, 1999 By: /s/ Harry G. Gooding, III
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Name: Harry G. Gooding, III
Title: Executive Vice President and
Chief Financial Officer
2
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors of VIB Corp:
We hereby consent to the incorporation by reference in the VIB Corp
registration statement on Form S-8 of our report dated September 30, 1999,
relating to the Statement of Net Assets Available for Plan Benefits of the
Valley Independent Bank Flexplus Retirement and Savings Plan as of December 31,
1998 and the related Statement of Changes in Net Assets Available for Plan
Benefits With Fund Information for the year then ended and all related
schedules, which report appears in the December 31, 1998 annual report on Form
11-K of VIB Corp.
/s/ Vavrinek, Trine, Day & Co., LLP
-----------------------------------
Vavrinek, Trine, Day & Co., LLP
November 29, 1999
Laguna Hills, California
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EXHIBIT 99.1
VALLEY INDEPENDENT BANK
FLEXPLUS RETIREMENT SAVINGS PLAN
DECEMBER 31, 1998
<PAGE> 2
CONTENTS
<TABLE>
<CAPTION>
<S> <C>
- ----------------------------------------------------------------------------------------------------
INDEPENDENT AUDITORS' REPORT 1
- ----------------------------------------------------------------------------------------------------
FINANCIAL STATEMENTS
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS 2
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION 3
NOTES TO FINANCIAL STATEMENTS 4
- ----------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 3
To the Board of Trustees of
Valley Independent Bank Flexplus Retirement Savings Plan
El Centro, California
INDEPENDENT AUDITORS' REPORT
We have audited the accompanying statement of net assets available for plan
benefits of Valley Independent Bank Flexplus Retirement Savings Plan (the Plan)
as of December 31, 1998 and 1997 and the related statement of changes in net
assets available for plan benefits for the year ended December 31, 1998. These
financial statements are the responsibility of the plan's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of Valley
Independent Bank Flexplus Retirement Savings Plan as of December 31, 1998 and
1997, and the changes in net assets available for plan benefits for the year
ended December 31, 1998 in conformity with generally accepted accounting
principles.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information included in
Schedule G - Financial Schedules (IRS Form 5500) is presented for the purpose of
additional analysis and is not a required part of the basic financial statements
but is supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. The supplemental information is the responsibility of the
Plan's management. The supplemental information has been subjected to the
auditing procedures applied in the audits of the basic financial statements and,
in our opinion, is fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
Laguna Hills, California
September 30, 1999
1
<PAGE> 4
VALLEY INDEPENDENT BANK FLEXPLUS RETIREMENT SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1998 AND 1997
<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
ASSETS
Cash - Non Interest Bearing $ 6,529 $ 13,644
Receivables:
Valley Independent Bank - Salary Deferral -- 6,781
Valley Independent Bank - Employer Match 86,467 --
Investments in Transit -- 31,207
---------- ----------
TOTAL RECEIVABLES 86,467 37,988
---------- ----------
Investments:
College Life Group Annuity 282,684 330,820
Valley Independent Bank Stock 1,533,267 1,500,466
Nationwide Life Insurance Company 2,029,128 1,498,087
Loans 251,556 139,052
---------- ----------
TOTAL INVESTMENTS 4,096,635 3,468,425
---------- ----------
TOTAL ASSETS 4,189,631 3,520,057
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LIABILITIES
Other Liabilities -- 1,802
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TOTAL LIABILITIES -- 1,802
---------- ----------
NET ASSETS $4,189,631 $3,518,255
========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
2
<PAGE> 5
VALLEY INDEPENDENT BANK FLEXPLUS RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR
PLAN BENEFITS WITH FUND INFORMATION
YEAR ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
Participant Directed
-------------------------------------------------------
Interest in Investment Loans
Fixed Registered in to
Annuity Investment VIB Parti-
Contract Companies Stock cipants Other Total
------------- ------------ ------------ ------------ ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
INVESTMENT INCOME
Interest and Dividends $ 17,059 -- -- $ 18,587 -- $ 35,646
Net Appreciation in Current
Value of Investments -- 272,468 (234,775) -- -- 37,693
----------- ----------- ----------- ----------- ----------- -----------
Total Income 17,059 272,468 (234,775) 18,587 -- 73,339
CONTRIBUTIONS
Participants -- 345,412 171,546 -- 817 517,775
Employer -- -- 92,244 -- 86,467 178,711
Rollover -- 71,800 16,891 -- -- 88,691
----------- ----------- ----------- ----------- ----------- -----------
-- 417,212 280,681 -- 87,284 785,177
----------- ----------- ----------- ----------- ----------- -----------
Total Additions 17,059 689,680 45,906 18,587 87,284 858,516
DEDUCTIONS
Distributions (39,088) (89,173) (54,649) (4,230) -- (187,140)
----------- ----------- ----------- ----------- ----------- -----------
Total Deductions (39,088) (89,173) (54,649) (4,230) -- (187,140)
NET INCREASE (DECREASE)
PRIOR TO NET
INTERFUND TRANSFERS (22,029) 600,507 (8,743) 14,357 87,284 671,376
NET INTERFUND TRANSFERS (26,107) (69,466) 41,544 98,147 (44,118) --
----------- ----------- ----------- ----------- ----------- -----------
NET INCREASE (48,136) 531,041 32,801 112,504 43,166 671,376
NET ASSETS AVAILABLE
FOR PLAN BENEFITS
Beginning of Year 330,820 1,498,087 1,500,466 139,052 49,830 3,518,255
----------- ----------- ----------- ----------- ----------- -----------
End of Year $ 282,684 $ 2,029,128 $ 1,533,267 $ 251,556 $ 92,996 $ 4,189,631
=========== =========== =========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE> 6
VALLEY INDEPENDENT BANK FLEXPLUS RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998 AND 1997
NOTE A - DESCRIPTION OF PLAN
The following description of the Valley Independent Bank's Flexplus Retirement
Savings Plan (the Plan) provides only general information. Participants should
refer to the Plan agreement for a more complete description of the Plan's
provisions.
GENERAL
The Plan is a defined contribution plan covering all regular part-time or
full-time employees of the Company who have 90 days of service and are age
twenty-one or older. It is subject to the provisions of the Employee Retirement
Income Security Act of 1974 (ERISA).
CONTRIBUTIONS
For each year, contributions are determined by the Board of Directors.
Participants may contribute up to fifteen percent of their annual compensation
before commissions and noncash taxable fringe benefits not to exceed $10,000.
Valley Independent Bank will match 25% of each dollar contributed by employees
up to 6% of employees income. The Bank may make additional discretionary
matching contributions based upon the Bank's performance. Forfeitures of
terminated participants nonvested accounts reduces the contribution from the
Bank.
PARTICIPANT ACCOUNTS
Each participant's account is credited with the participant's contribution and
an allocation of (a) the Company's contribution and (b) Plan earnings.
Allocations are based on participant earnings or account balances, as defined.
The benefit to which a participant is entitled is the benefit that can be
provided from the participant's vested account.
VESTING
Participants are immediately vested in their voluntary contributions plus actual
earnings thereon. Vesting in the Company's matching and discretionary
contribution portion of their accounts plus actual earnings thereon is based on
years of continuous service. A participant is 100 percent vested after seven
years of credited service.
PAYMENT OF BENEFITS
Upon retirement, termination of service, or death a participant may elect to
receive either a lump-sum amount equal to the value of his or her vested
account, or monthly, quarterly, or annual installments over the life expectancy
of the participant and the participant's designated beneficiary.
4
<PAGE> 7
VALLEY INDEPENDENT BANK FLEXPLUS RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998 AND 1997
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires the plan administrator to make estimates and
assumptions that affect certain reported amounts and disclosures.
Accordingly, actual results may differ from those estimates.
INVESTMENT VALUATION
The Plan's investments are stated at fair value. Shares of registered investment
companies are valued at quoted market prices, which represent the net asset
value of shares held by the Plan at year-end. The Bank stock is valued at its
quoted market price. Participant notes receivable are valued at cost which
approximates fair value.
PAYMENT OF BENEFITS
Benefits are recorded when paid.
NOTE C - INVESTMENTS
The Plan's investments are held by various bank-administered trust funds. The
following table presents the fair value of investments:
<TABLE>
<CAPTION>
December 31, 1998
-----------------------
Number of
Shares or
Principal
Amount Fair Value
---------- ----------
<S> <C> <C>
INVESTMENTS AT FAIR VALUE AS
DETERMINED BY QUOTED MARKET PRICE
College Life Insurance - Fixed Annuity Contract $ 282,684 $ 282,684
Nationwide Arranger Group - Mutual Funds 761,083 2,029,128
Investment in Valley Independent Bank Stock 127,773 1,533,267
Loans to Participants 251,556 251,556
-----------
TOTAL INVESTMENTS AT FAIR VALUE -- $4,096,635
==========
</TABLE>
5
<PAGE> 8
VALLEY INDEPENDENT BANK FLEXPLUS RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998 AND 1997
NOTE D - PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the right
under the Plan to discontinue its contributions at any time and to terminate the
Plan subject to the provisions of ERISA. In the event of Plan termination,
participants will become 100 percent vested in their accounts.
NOTE E - TAX STATUS
The Internal Revenue Service has determined and informed the Company by a letter
dated November 16, 1996, that the Plan and related trust are designed in
accordance with applicable sections of the Internal Revenue Code (IRC). The Plan
has been amended since receiving the determination letter. However, the plan
administrator believes that the Plan is designed and is currently being operated
in compliance with applicable requirements of the IRC.
NOTE F - LOANS TO PARTICIPANTS
Participants may borrow from their fund accounts a minimum of $1,000 up to a
maximum equal to the lesser of $50,000 or 50% of their account balance. Loan
transactions are treated as a transfer to (from) the investment fund from (to)
the Loans to Participants fund. Loan terms range from one to five years. The
loans are secured by the balance in the participant's account and bear interest
at a rate commensurate with local prevailing rates as determined quarterly by
the plan administrator. Interest is charged at VIB's prime rate, plus one
percent. Principal and interest is paid ratably through monthly payroll
deductions.
6
