UNITED STATES
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): May 8, 2000
PremierWest Bancorp
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(Exact Name of Registrant as specified in its charter)
Oregon 333-96209 93-1282171
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(State or other (Commission (IRS Employer
jurisdiction File Number) Identification No.
of incorporation)
1455 East McAndrews Rd, Medford, Oregon 97504
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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):
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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.
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Item 7. Financial Statements and Exhibits
(a) Financial statements.
The financial statements called for by this item will be filed by
amendment to this report on Form 8-K not later than July 22, 2000.
(b) 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, SEC File No. 333-96209, as declared effective by the Commission
on April 4, 2000.
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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.
PREMIERWEST BANCORP (Registrant)
Date: May 18, 2000 By: /s/ Bruce R. McKee
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Bruce R. McKee, Vice President and
Chief Financial Officer
