UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 8, 2000
PremierWest Bancorp
------------------------------------------------------
(Exact Name of Registrant as specified in its charter)
Oregon 333-96209 93-1282171
------ --------- ----------
(State or other (Commission (IRS Employer
jurisdiction File Number) Identification No.
of incorporation)
1455 East McAndrews Rd, Medford, Oregon 97504
--------------------------------------- -----
Address of Principal Executive Office Zip Code
Registrant's telephone number including area code 541-618-6003
(Former name or former address, if changed since last report)
<PAGE>
Item 2. Acquisition or disposition of Assets.
Pursuant to an Agreement and Plan of Merger and Share Exchange, dated October
7, 1999 and amended as of December 14, 1999, the registrant acquired all of
the outstanding shares of common stock of Bank of Southern Oregon, an Oregon
state-chartered bank located in Medford, Oregon, in a reorganization of the
Bank of Southern Oregon as a subsidiary of the registrant. In a related
transaction pursuant to the same Agreement and Plan of Merger and Share
Exchange, United Bancorp, an Oregon bank holding company located in Roseburg,
Oregon, merged with and into the registrant, with the registrant being the
surviving corporation. Immediately following the merger of United Bancorp with
the registrant and the reorganization of Bank of Southern Oregon, United
Bancorp's wholly-owned subsidiary bank, Douglas National Bank was merged into
Bank of Southern Oregon, with Bank of Southern Oregon as the resultant bank
under the name "PremierWest Bank." All of the transactions were consummated as
of the close of business on May 8, 2000, and resulted in the issuance of an
aggregate of 8,573,533 shares of PremierWest common stock.
Under the terms of the Agreement and Plan of Merger and Share Exchange, the
reorganization of Bank of Southern Oregon was accomplished by means of a
statutory share exchange, pursuant to which each outstanding share of Bank of
Southern Oregon common stock was acquired by PremierWest Bancorp in exchange
for one newly issued share of PremierWest Bancorp's common stock. The shares
of PremierWest Bancorp common stock held by Bank of Southern Oregon were
cancelled as part of the reorganization. As a result of the share exchange,
PremierWest Bancorp became the sole shareholder of Bank of Southern Oregon,
and shareholders of Bank of Southern Oregon became shareholders of PremierWest
Bancorp.
In the merger of United Bancorp with and into the registrant, shareholders of
United Bancorp received 1.971 shares of PremierWest Bancorp common stock for
each share of United Bancorp common stock. United Bancorp shareholders
received cash in lieu of fractional shares of PremierWest Bancorp common
stock, based on the average closing bid and ask prices of Bank of Southern
Oregon common stock over a period of 5 trading days prior to closing of the
transaction, which amounted to $5.91 per full share amount.
Shareholders of Bank of Southern Oregon and United Bancorp who dissented from
the proposed transaction and who properly perfected their dissenters' rights
under Oregon law would be entitled to cash in lieu of PremierWest Bancorp
stock. No shareholders have exercised their statutory dissenters' rights.
2
<PAGE>
Item 7. Financial Statements and Exhibits
(a) Financial statements of businesses acquired.
The financial statements for United Bancorp and Bank of
Southern Oregon at and for the years ended December 31, 1999, 1998
and 1997 are incorporated by reference to the registrant's
registration statement on Form S-4 as declared effective by the
Commission on April 4, 2000 (Commission file number 333 - 96209). The
financial information at and for the three-month period ended March
31, 2000 is included in this report immediately following the
signature page.
(b) Pro forma financial information.
The pro forma financial information for the three years
ended December 31, 1999, 1998 and 1997 is incorporated by reference
to the registrant's registration statement on Form S-4 as declared
effective by the Commission on April 4, 2000 (Commission file number
333 - 96209). The pro forma financial information at and for the
three-month period ended March 31, 2000 is included in this report
immediately following the signature page.
(c) Exhibits.
The following exhibits are filed herewith and this
constitutes the exhibit index:
Exhibit
2. Agreement and Plan of Merger and Share Exchange dated as of October
7, 1999, amended as of December 14, 1999, by and among Bank of
Southern Oregon, PremierWest Bancorp, United Bancorp and Douglas
National Bank, incorporated by reference to the registrant's
registration statement on Form S-4 File No. 333-96209, as declared
effective by the Commission on April 4, 2000.
23.1 Consent of Symonds Evans & Larson LLP
23.2 Consent of Knight Vale & Gregory LLP
23.3 Consent of Kosmatka, Donnelly & Co. LLP
99.1 Unaudited Pro Forma Financial Information, incorporated by reference
to the registrant's registration statement on Form S-4 as declared
effective by the Commission on April 4, 2000 (Commission file number
333 - 96209).
99.2 Financial Statements of Bank of Southern Oregon and United Bancorp
3
<PAGE>
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.
PREMIERWEST BANCORP (Registrant)
Date: July 21, 2000 By: /s/ Bruce R. McKee
----------------------------------
Bruce R. McKee
Chief Financial Officer
4
<PAGE>
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
The following unaudited pro forma condensed combined financial
statements give effect to the transaction with United Bancorp and Bank of
Southern Oregon under the pooling of interests method of accounting. These pro
forma financial statements are presented for illustrative purposes only and,
therefore, are not necessarily indicative of the operating results and
financial position that might have been achieved had the transaction occurred
as of an earlier date, nor are they necessarily indicative of operating
results and financial position that may occur in the future. The pro forma
amounts do not include any adjustments for merger-related costs or estimated
operating efficiencies or revenue enhancements resulting from the transaction.
A pro forma condensed combined balance sheet is provided as of March
31, 2000, giving effect to the transaction as though it had been consummated
on that date. A pro forma condensed combined income statement is provided for
the three-month period ended March 31, 2000, giving effect to the transaction
as though it had occurred at the beginning of the earliest period presented.
The condensed historical consolidated balance sheets as of March 31,
2000 and statement of income for the period ended March 31, 2000, are derived
from the historical consolidated financial statements of Bank of Southern
Oregon and United Bancorp and should be read in conjunction with historical
consolidated financial statements and notes thereto for Bank of Southern
Oregon and United Bancorp incorporated herein by reference to the registrant's
registration statement on Form S-4 (Commission file number 333 - 96209). as
declared effective by the Commission on April 4, 2000.
<TABLE>
<CAPTION>
Pro Forma Condensed Combined Balance Sheet (Unaudited)
March 31, 2000
---------------------------------------------------------------------------
Bank of PremierWest
Southern United Pro Forma Bancorp Pro
Oregon Bancorp Notes Adjustments Forma Combined
---------------------------------------------------------------------------
<S> <C> <C> <C>
Assets:
Cash and cash equivalents:
Cash and due from banks................... $ 5,747,000 $ 4,447,000 $ 10,194,000
Federal funds sold & interest-earning
deposits ............................... 4,476,000 100,000 4,576,000
------------- ------------- ---------------
10,223,000 4,547,000 14,770,000
Total cash and cash equivalents....... 22,911,000 58,739,000 81,650,000
Investment securities..................... 122,300,000 70,699,000 192,999,000
Loans, net of allowance for loan losses... 3,944,000 1,400,000 5,344,000
Federal Home Loan Bank stock.............. 5,996,000 4,272,000 10,268,000
Premises and equipment, net............... 3,154,000 3,118,000 6,272,000
------------- ------------- ---------------
Other assets.............................. $ 168,528,000 $ 142,775,000 $ 311,303,000
============= ============= ===============
Total assets......................
Liabilities and Shareholders' Equity:
Deposits:
Non-interest bearing checking............. $ 25,718,000 $ 15,552,000 $ 41,270,000
Savings and interest bearing demand....... 69,751,000 46,211,000 115,962,000
Time...................................... 49,703,000 31,639,000 81,342,000
------------- ------------- ---------------
Total deposit accounts................ 145,172,000 93,402,000 238,574,000
FHLB advances............................. 7,095,000 12,124,000 19,219,000
Repurchase Agreements/Federal Funds
Purchased ............................ -- 21,630,000 21,620,000
Other borrowings ......................... -- 548,000 548,000
------------- ------------- ---------------
Total borrowings ..................... 7,095,000 34,302,000 41,397,000
Other liabilities ........................ 1,125,000 1,016,000 2,141,000
------------- ------------- ---------------
Total liabilities ................ 153,392,000 128,720,000 282,112,000
Shareholders' equity:
Preferred stock........................... -- -- --
Common stock.............................. 12,511,000 4,713,000 Note 1 1,238,000 18,462,000
Surplus................................... -- 1,238,000 Note 1 (1,238,000) --
Retained earnings......................... 3,197,000 10,133,000 13,330,000
Unearned ESOP compensation................ -- (548,000) (548,000)
Accumulated other comprehensive loss...... (572,000) (1,481,000) (2,053,000)
------------- ------------- ---------------
Total shareholders' equity............ 15,136,000 14,055,000 29,191,000
------------- ------------- ---------------
Total liabilities and shareholders'
equity ................... $ 168,528,000 $ 142,775,000 $ -- $ 311,303,000
============= ============= ===============
</TABLE>
See accompanying notes to Unaudited Pro Forma Condensed Combined Financial
Statements.
<PAGE>
<TABLE>
<CAPTION>
Pro Forma Condensed Combined Statements of Income (Unaudited)
Three-month Period Ended March 31, 2000
---------------------------------------------------------------------------
PremierWest
Bank of Pro Forma Bancorp Pro
Southern Oregon United Bancorp Notes Adjustments Forma Combined
---------------------------------------------------------------------------
<S> <C> <C> <C>
Interest income
Loans............................... $ 2,851,000 $ 1,668,000 $ 4,519,000
Federal funds sold and interest-
bearing deposits ................ 70,000 1,000 71,000
Securities ......................... 405,000 910,000 1,315,000
-------------- ------------- ----------------
Total interest income .......... 3,326,000 2,579,000 5,905,000
Interest expense
Deposits ........................... 1,156,000 624,000 1,780,000
Interest on other borrowings ....... 137,000 430,000 567,000
-------------- ------------- ----------------
Total interest expense ......... 1,293,000 1,054,000 2,347,000
-------------- ------------- ----------------
Net interest income ....... 2,033,000 1,525,000 3,558,000
Loan loss provision ................... 130,000 56,000 186,000
-------------- ------------- ----------------
Net interest income after
loan loss provision ..... 1,903,000 1,469,000 3,372,000
Noninterest income .................... 193,000 350,000 543,000
Noninterest expense
Salaries and employee benefits ..... 758,000 866,000 1,624,000
Occupancy and equipment, net ....... 199,000 275,000 474,000
Advertising ........................ 46,000 19,000 65,000
Other .............................. 426,000 372,000 798,000
-------------- ------------- ----------------
Total noninterest expense ....... 1,429,000 1,532,000 2,961,000
-------------- ------------- ----------------
Income before income taxes 667,000 287,000 954,000
Income tax expense (benefit) .......... 257,000 76,000 333,000
-------------- ------------- ----------------
Net income ................. $ 410,000 $ 211,000 $ 621,000
============== ============= ================
Earnings per common share
Basic .............................. $ 0.08 $ 0.06 $ 0.08
Diluted ............................ $ 0.08 $ 0.06 $ 0.07
</TABLE>
See accompanying Notes to Unaudited Pro Forma Condensed Combined Financial
Statements.
Notes to Unaudited Pro Forma Condensed Combined Financial Statements
1. Adjustments
The unaudited pro forma combined balance sheet reflects the issuance
of 3,715,997 shares of PremierWest Bancorp (holding company for Bank
of Southern Oregon) common stock with no par value to United Bancorp
shareholders using the exchange ratio of 1.971, in addition to the
4,857,540 shares outstanding to Bank of Southern Oregon's
shareholders. These shares were derived by using the respective
companies' outstanding shares at March 31, 2000. An adjustment of
$1,238,000 to common stock and capital surplus is necessary to
reflect the difference between PremierWest Bancorp common stock with
no par value and United Bancorp common stock that has a par value of
$2.50 which will be cancelled when the transaction is consummated.
There were no other significant adjustments made to the historical
consolidated balance sheets or statements of income of Bank of
Southern Oregon and United Bancorp to arrive at the unaudited pro
forma combined balance sheet or statements of income.
2. Transaction Costs
Total costs to be incurred by Bank of Southern Oregon (and
PremierWest Bancorp) and United Bancorp in connection with the
transaction are estimated to be approximately $900,000. These costs,
relating to financial advisor fees and legal, accounting, printing
and other related expenses, will be charged against net income of the
combined organization in the period the transaction is consummated.
The effect of the costs has not been reflected in the Pro Forma
Condensed Combined Financial Statements.
<PAGE>
3. Earnings Per Common Share
Earnings per share computations are based on the weighted average
common shares outstanding during the three-month period presented.
The shares used in calculating earnings per share have been restated
to reflect the exchange ratio of 1.971.
<TABLE>
<CAPTION>
Bank of Southern Oregon United Bancorp Combined
<S> <C> <C> <C>
Basic weighted
average shares 4,856,000 3,377,000 8,233,000
Diluted weighted
average shares 4,929,000 3,622,000 8,551,000
</TABLE>
