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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):
June 7, 1999
PACIFIC CONTINENTAL CORPORATION
(Exact name of registrant as specified in its charter)
OREGON
(State or other jurisdiction of incorporation)
93-0606433
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(Commission File Number) IRS Employer Identification No.
111 West 7th Avenue
Eugene, Oregon 97401
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (541) 686-8685
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Item 1 - Change in Control of Registrant
Pursuant to the Plan and Agreement of Reorganization and Share Exchange
dated December 9, 1998, on June 7, 1999, Pacific Continental Bank (the "Bank")
became a wholly owned subsidiary of Pacific Continental Corporation (the
"Company"), a newly-formed bank holding company. The corporate reorganization of
the Bank ("Reorganization") was approved by the shareholders of the Bank on
April 22, 1999.
Item 5 - Other Events
The Bank's common stock has been registered as a class with the Federal
Deposit Insurance Corporation, under Section 12(g) of the Securities Exchange
Act of 1934 (the "Act"). As a result of the Reorganization, the Company has
become the successor registrant under Section 12(g) pursuant to SEC Rule 12g-3.
The Bank has filed a Form 15 with the FDIC pursuant to Rule 12g-4 requesting
deregistration of the Bank's common stock, effective immediately. A copy of the
Form 15 dated June 7, 1999 deregistering the common stock of the Bank with the
FDIC is attached to this report as Exhibit (99).
Item 7 - Financial Statements and Exhibits
(a) Financial statements - not applicable.
(b) Pro forma financial information - not applicable.
(c) Exhibits:
(99) Form 15 dated June 7, 1999, of Pacific Continental Bank to
deregister the Bank's common stock pursuant to Rule 12g-
4(a)(1)(i)
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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.
Dated: June 7, 1999
PACIFIC CONTINENTAL CORPORATION
By /s/ J. Bruce Riddle
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J. Bruce Riddle
President
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EXHIBIT 99
UNITED STATES
FEDERAL DEPOSIT INSURANCE CORPORATION
Washington, D.C.
FORM 15
CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION
UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR
SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934.
FDIC File Number : 20774
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PACIFIC CONTINENTAL BANK
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(Exact name of registrant as specified in its charter)
111 WEST 7TH AVENUE, EUGENE, OREGON 97401 (541-686-8685)
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(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
$1.00 PAR VALUE COMMON STOCK
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(Title of each class of securities covered by this Form)
NONE
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(Titles of all other classes of securities for which a duty to file
reports under section 13(a) or 15(d) remains)
Please place an X in the box(es) to designate, the appropriate rule
provision(s) relied upon to terminate or suspend the duty to file reports:
Rule 12g-4(a)(1)(i) [X] Rule 12h-3(b)(1)(i) [ ]
Rule 12g-4(a)(1)(ii) [ ] Rule 12h-3(b)(1)(ii) [ ]
Rule 12g-4(a)(2)(i) [ ] Rule 12h-3(b)(2)(i) [ ]
Rule 12g-4(a)(2)(ii) [ ] Rule 12h-3(b)(2)(ii) [ ]
[ ] Rule 15d-6 [ ]
Approximate number of holders of record as of the certification or notice
date: 1
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Pursuant to the requirements of the Securities Exchange Act of 1934 Pacific
Continental Bank has caused this certification/notice to be signed on its behalf
by the undersigned duly authorized person.
Date June 7, 1999 By: /s/ J. Bruce Riddle
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J. Bruce Riddle, President and
Chief Executive Officer
Instruction: This form is required by Rules 12g-4, 12h-3 and 15d-6 of the
General Rules and Regulations under the Securities Exchange Act of 1934. The
registrant shall file with the Commission three copies of Form 15, one of which
shall be manually signed. It may be signed by an officer of the registrant, by
counsel or by any other duly authorized person. The name and title of the person
signing the form shall be typed or printed under the signature.
