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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): July 26, 2000
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VIB Corp
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(Exact name of registrant as specified in its charter)
California
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(State or other jurisdiction of incorporation)
333-43021 33-0780371
(Commission File Number) (IRS Employer I.D. Number)
1498 Main Street, El Centro, California 92243
(Address of principal executive offices) (Zip Code)
(760) 337-3200
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name or former address, if changed since last report)
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Item 5. Other Events
On July 26, 2000, the Registrant raised approximately $10.0 million in net
proceeds from an offering of "trust preferred" securities in a private placement
conducted as a part of a pooled offering sponsored by First Union Securities,
Inc. The proceeds will be used to increase Valley Independent Bank's capital by
at least $8.5 million, with the balance to be used for general corporate
purposes. The Registrant formed a wholly-owned New York common law trust
subsidiary, VIBC Capital Trust I (the "Trust"), for the specific purpose of: (1)
investing in the Registrant's 11.695% Junior Subordinated Note (the "Notes"),
due July 19, 2030; (2) selling 11.695% Preferred Securities (the "Preferred
Securities"), representing a 97% beneficial interest in the Notes owned by the
Trust; and (3) issuing Common Securities (the "Common Securities") to the
Registrant, representing a 3% beneficial interest in the Notes owned by the
Trust.
On July 12, 2000, the Registrant entered into a Placement Agent Agreement
(the "Agreement") with First Union Securities, Inc. (the "Placement Agent"). On
July 26, 2000, the Registrant issued $10.309 million in Notes to the Trust.
Concurrently, the Trust issued $10.0 million of the Preferred Securities to the
Placement Agent and $309,000 of the Common Securities to the Registrant. The
Notes were purchased by the Trust concurrently with the Trust's issuance of the
Preferred Securities and the Common Securities. The proceeds to the Registrant,
net of the Placement Agent's fees and other offering expenses, was approximately
$9.6 million, which will be treated as Tier II capital for regulatory purposes.
The interest on the Notes will be deductible and paid by the Registrant and
represents the sole source of the Trust's revenues available for distributions
to the holders of the Preferred Securities. The undertakings of the Registrant
with regard to the issuance constitute the Registrant's full and unconditional
guarantee of the Trust's obligations pursuant to the Trust Agreement filed
herewith as Exhibit 4.3, and the Guarantee Agreement filed herewith as Exhibit
4.6.
The Registrant has the right, assuming that no default has occurred
regarding the Notes, to defer interest payments on the Notes, at any time and
for a period of up to twenty consecutive calendar quarters.
The Preferred Securities will mature concurrently with the Notes on July
19, 2030; but can be called after July 19, 2010 or earlier upon the occurrence
of a "Special Event," as defined in Exhibits 4.1, 4.3 and 4.6 attached herewith.
Item 7. Financial Statements and Exhibits
(a) Financial Statements
Not applicable.
(b) Pro Forma Financial Information
Not applicable.
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(c) List of Exhibits
Number Description
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1.1 Placement Agreement dated as of July 12, 2000, by
and between the Registrant and First Union
Securities, Inc.
4.1 Junior Subordinated Indenture dated as of July 12,
2000 by and between the Registrant and First Union
National Bank, as trustee
4.2 Form of Junior Subordinated Note included in
Article II of Exhibit 4.1
4.3 Trust Agreement of VIBC Capital Trust I dated as
of July 12, 2000, among the Registrant, First
Union National Bank, as Property Trustee, and Jack
Brittain, Harry G. Gooding, III, and Dennis L.
Kern, as Administrative Trustees
4.4 Form of Common Security Certificate of VIBC
Capital Trust I (included as Exhibit B to Exhibit
4.3)
4.5 Form of Preferred Security Certificate of VIBC
Capital Trust I (included as Exhibit C to Exhibit
4.3)
4.6 Guarantee Agreement dated as of July 12, 2000
between the Registrant, as Guarantor, and First
Union National Bank, as Guarantee Trustee
SIGNATURES
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.
VIB CORP
Date: July 28, 2000 /s/ Harry G. Gooding, III
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Harry G. Gooding, III
Executive Vice President
and Chief Financial Officer
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LIST OF EXHIBITS
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Number Description Page
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<S> <C> <C>
1.1 Placement Agreement dated July 12, 2000, by and between the Registrant
and First Union Securities, Inc. 4
4.1 Junior Subordinated Indenture dated as of July 12, 2000 by and between
the Registrant and First Union National Bank, as trustee 27
4.2 Form of Junior Subordinated Note included in Article II of Exhibit 4.1 N/A
4.3 Trust Agreement of VIBC Capital Trust I dated as of July 12, 2000 among
the Registrant, First Union National Bank, as Property Trustee, and
Jack Brittain, Harry G. Gooding, III, and Dennis L. Kern, as
Administrative Trustees 102
4.4 Form of Common Security Certificate of VIBC Capital Trust I (included
as Exhibit B to Exhibit 4.3) N/A
4.5 Form of Preferred Security Certificate of VIBC Capital Trust I
(included as Exhibit C to Exhibit 4.3) N/A
4.6 Guarantee Agreement dated as of July 12, 2000 between the Registrant,
as Guarantor, and First Union National Bank, as Guarantee Trustee 171
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