UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 reported) November 9, 2000
American River Holdings
------------------------------------------------------
(Exact name of registrant as specified in its chapter)
California 0-31525 68-0352144
---------------------------- ------------ -------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1545 River Park Drive, Suite 107, Sacramento, California 95815
-------------------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (916) 565-6100
Page 1 of 46 Pages
The Index to Exhibits is on Page 6
<PAGE>
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
As previously reported, on October 25, 2000, American River Holdings
(the "Registrant") consummated a certain Agreement and Plan of Reorganization
and Merger dated March 1, 2000 (the "Plan of Reorganization") with North Coast
Bank, National Association, a national banking association with its headquarters
in Santa Rosa, California ("North Coast"), and ARH Interim National Bank, an
interim national banking association formed at the direction of the Registrant
to facilitate the business combination contemplated by the parties. Under the
terms of the Plan of Reorganization, North Coast merged with and into ARH
Interim National Bank effective at 5:00 p.m. on October 25, 2000.
In accordance with the Plan of Reorganization, the former shareholders
of North Coast will receive .9644 of a share of the common stock of the
Registrant for each outstanding share of North Coast's common stock. On the
closing date, there were approximately 504,789 shares of North Coast common
stock issued and outstanding. In addition, directors and officers of North Coast
who hold options for approximately 159,980 shares of North Coast common stock
will receive substitute options for common stock of the Registrant, adjusted for
the .9644 conversion ratio, granted pursuant to the Registrant's stock option
plans.
The resulting national banking association in the merger is continuing
operations with the national bank charter number of North Coast and the name
"North Coast Bank, N.A." as a wholly owned subsidiary of the Registrant. The
Registrant now has two banking subsidiaries: American River Bank (headquartered
in Sacramento, California) and North Coast Bank (headquartered in Santa Rosa,
California) and a leasing company, First Source Capital (headquartered in
Sacramento, California). On a pro forma basis as of September 30, 2000, the
consolidated assets of the Registrant would be approximately $269 million with
shareholders' equity of approximately $23 million.
Upon closing the Plan of Reorganization on October 25, 2000, the
Registrant appointed eleven persons to the Board of Directors of North Coast
Bank, N.A. (the resulting national banking association), as contemplated by the
terms of the Plan of Reorganization. Those persons are Leo J. Becnel, M. Edgar
Deas, Michael P. Merrill, Kathy A. Pinkard, William A. Robotham, Herbert C.
Steiner, Larry L. Wasem, Philip A. Wright and Robert A. Young (all of whom
served as directors of North Coast prior to the closing) and David T. Taber and
Dr. Roger J. Taylor (both of whom serve on the Registrant's Board of Directors).
Also upon closing the Plan of Reorganization on October 25, 2000, M.
Edgar Deas and Larry L. Wasem (both representing North Coast Bank, N.A.) were
appointed to the Board of Directors of the Registrant (increasing the size of
the Board of Directors to eleven members) and Kathy A Pinkard, President and
Chief Executive Officer of North Coast Bank, became a member of the Executive
Management Committee of the Registrant, all as contemplated by the terms of the
Plan of Reorganization.
2
<PAGE>
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired
North Coast Bank Financial Statements as of December 31, 1999 and 1998
and for each of the Three Years in the Period Ended December 31, 1999,
and Independent Auditors' Report
North Coast Bank Balance Sheet (unaudited) as of September 30, 2000
North Coast Bank Statement of Operations (unaudited) for the nine
months ended September 30, 2000 and 1999
(b) Pro Forma Financial Information
American River Holdings and North Coast Bank Pro Forma Condensed
Combined Balance Sheet (unaudited) as of December 31, 1999
American River Holdings and North Coast Bank Pro Forma Condensed
Combined Statement of Operations (unaudited) for the year ended
December 31, 1999
American River Holdings and North Coast Bank Pro Forma Condensed
Combined Balance Sheet (unaudited) as of September 30, 2000
American River Holdings and North Coast Bank Pro Forma Condensed
Combined Statement of Operations (unaudited) for the nine months ended
September 30, 2000
(c) Exhibits
23.1 Consent of Perry-Smith LLP, independent auditor for North Coast
Bank
23.2 Consent of Richardson & Company, independent auditors for North
Coast Bank
99.19 North Coast Bank Financial Statements as of December 31, 1999 and
1998 and for each of the Three Years in the Period Ended December
31, 1999, and Independent Auditors' Report
99.20 North Coast Bank Balance Sheet (unaudited) as of September 30,
2000
99.21 North Coast Bank Statement of Operations (unaudited) for the nine
months ended September 30, 2000 and September 30, 1999
99.22 American River Holdings and North Coast Bank Pro Forma Condensed
Combined Balance Sheet (unaudited) as of December 31, 1999
3
<PAGE>
99.23 American River Holdings and North Coast Bank Pro Forma Condensed
Combined Statement of Operations (unaudited) for the year ended
December 31, 1999
99.24 American River Holdings and North Coast Bank Pro Forma Condensed
Combined Balance Sheet (unaudited) as of September 30, 2000
99.25 American River Holdings and North Coast Bank Pro Forma Condensed
Combined Statement of Operations (unaudited) for the nine months
ended September 30, 2000
PRO FORMA FINANCIAL INFORMATION
Included as Exhibits 99.22, 99.23, 99.24 and 99.25 of this Current
Report on Form 8-K are unaudited pro forma condensed combined financial
statements. The Pro Forma Condensed Combined Balance Sheet (unaudited) as of
December 31, 1999, and the Pro Forma Condensed Combined Balance Sheet
(unaudited) as of September 30, 2000, combine the historical consolidated
balance sheets of the Registrant and North Coast Bank, as if the Agreement and
Plan of Reorganization and Merger had been effective on December 31, 1999, and
September 30, 2000. The Pro Forma Condensed Combined Statement of Operations
(unaudited) for the year ended December 31, 1999, and the Pro Forma Condensed
Combined Statement of Operations (unaudited) for the nine months ended September
30, 2000, present the combined results of operations of the Registrant and North
Coast Bank as if the Agreement and Plan of Reorganization and Merger had been
effective at the beginning of each of such periods.
The unaudited pro forma condensed combined financial information and
accompanying notes reflect the application of the pooling of interests method of
accounting for the combination. Under this method of accounting, the recorded
assets, liabilities, shareholders' equity, income and expenses of the Registrant
and North Coast Bank are combined and reflected at their historical amounts.
The pro forma combined figures shown in the unaudited pro forma
condensed combined financial information are simply arithmetical combinations of
the Registrant's and North Coast Bank's separate financial results; the reader
should not assume that the Registrant and North Coast Bank would have achieved
the pro forma combined results if they had actually been combined during the
periods presented.
The combined company expects to achieve merger benefits in the form of
operating cost savings and revenue enhancements. The pro forma earnings, which
do not reflect any direct costs or potential savings or revenue enhancements
which are expected to result from the consolidation of the operations of the
Registrant and North Coast Bank, are not indicative of the results of future
operations. No assurances can be given with respect to the ultimate level of
expense savings.
4
<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.
AMERICAN RIVER HOLDINGS
/s/ MITCHELL A. DERENZO
--------------------------------------------
Mitchell A. Derenzo, Chief Financial Officer
November 9, 2000
5
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description Page
----------- ----------- ----
23.1 Consent of Perry-Smith LLP, independent auditors for 7
North Coast Bank
23.2 Consent of Richardson & Company, independent auditors 8
for North Coast Bank
99.19 North Coast Bank Financial Statements as of December 9
31, 1999 and 1998 and for each of the Three Years in the
Period Ended December 31, 1999, and Independent Auditors'
Report
99.20 North Coast Bank Balance Sheet (unaudited) as of 41
September 30, 2000
99.21 North Coast Bank Statement of Operations (unaudited) 42
for the nine months ended September 30, 2000 and 1999
99.22 American River Holdings and North Coast Bank Pro Forma 43
Condensed Combined Balance Sheet (unaudited) as of
December 31, 1999
99.23 American River Holdings and North Coast Bank Pro Forma 44
Condensed Combined Statement of Operations (unaudited)
for the year ended December 31, 1999
99.24 American River Holdings and North Coast Bank Pro Forma 45
Condensed Combined Balance Sheet (unaudited) as of
September 30, 2000
99.25 American River Holdings and North Coast Bank Pro Forma 46
Condensed Combined Statement of Operations (unaudited)
for the nine months ended September 30, 2000
6
