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): February 22, 2000
NORTH VALLEY BANCORP
(Exact name of registrant as specified in its charter)
CALIFORNIA 0-10652 94-2751350
(State or other jurisdiction (File Number) (IRS Employer
of incorporation) Identification No.)
880 EAST CYPRESS AVENUE 96002
REDDING, CALIFORNIA
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (530) 221-8400
This Form 8-K consists of 27 pages. The Exhibit Index is on Page 4.
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ITEM 5. OTHER EVENTS
North Valley Bancorp (the "Registrant") is a California corporation and
the registered bank holding company for North Valley Bank, a California banking
corporation with its headquarters in Redding, California. The Registrant entered
into a certain Agreement and Plan of Reorganization and Merger dated October 3,
1999, as amended on January 28, 2000 (the "Plan of Reorganization") with Six
Rivers National Bank, a national banking association with its headquarters in
Eureka, California ("Six Rivers"), and NVB Interim National Bank, an interim
national banking association to be formed at the direction of the Registrant to
facilitate the business combination contemplated by the parties. Under the terms
of the Plan of Reorganization, Six Rivers is expected to merge with and into NVB
Interim National Bank and the resulting national banking association will
continue operations with the national bank charter number of Six Rivers and the
name "Six Rivers National Bank" as a wholly owned subsidiary of the Registrant.
Upon consummation of the transactions described in the Plan of Reorganization,
currently expected to occur on or before July 31, 2000, unless extended by the
parties, the Registrant would have two banking subsidiaries: North Valley Bank
and Six Rivers National Bank. The closing of such transactions is subject to the
prior approval of the shareholders of the Registrant and Six Rivers,
respectively, plus the receipt of all applicable regulatory approvals.
Pursuant to the Plan of Reorganization, and with the cooperation of Six
Rivers, the Registrant filed with the Commission a registration statement on
Form S-4 under and pursuant to the Securities Act of 1933 (registration number
333-93597) to serve as the joint proxy statement/prospectus for the purpose of
submitting the terms of the Plan of Reorganization to a vote of the shareholders
of the Registrant and to a vote of the shareholders of Six Rivers at special
meetings called for the purpose. Said registration statement was declared
effective by the Commission on February 7, 2000, and the joint proxy
statement/prospectus was first mailed to the shareholders of the Registrant and
Six Rivers on or about February 11, 2000.
As permitted by Form S-4, the Registrant intends to incorporate by
reference certain reports and other information regarding the Registrant
previously filed and to be filed with the Commission pursuant to the Securities
Exchange Act of 1934, as amended. Accordingly, Exhibits A through E to the Plan
of Reorganization (attached as Exhibit 2.1 to the Current Report on Form 8-K
filed by the Registrant with the Commission on October 12, 1999) are attached to
this report as Exhibits 2.2 through 2.6 and are incorporated herein by this
reference as if set forth in full.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
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2.2 Form of Merger Agreement (Exhibit A to Plan)
2.3 Form of SRNB Affiliate Agreement (Exhibit B to Plan)
2.4 Form of SRNB Shareholder Agreement (Exhibit C to Plan)
2.5 Form of NVBancorp Affiliate Agreement (Exhibit D to
Plan)
2.6 Form of NVBancorp Shareholder Agreement (Exhibit E to
Plan)
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.
NORTH VALLEY BANCORP
(Registrant)
Date: February 22, 2000. By: /s/ SHARON L. BENSON
-----------------------------
Sharon L. Benson
Senior Vice President and
Chief Financial Officer
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EXHIBIT INDEX
NO. IDENTITY PAGE NOS.
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2.2 Form of Merger Agreement (Exhibit A to Plan) 5
2.3 Form of SRNB Affiliate Agreement (Exhibit B to Plan) 9
2.4 Form of SRNB Shareholder Agreement (Exhibit C to Plan) 11
2.5 Form of NVBancorp Affiliate Agreement (Exhibit D to Plan) 19
2.6 Form of NVBancorp Shareholder Agreement (Exhibit E to Plan) 20
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EXHIBIT A
MERGER AGREEMENT
THIS MERGER AGREEMENT (the "Agreement") is dated as of the ____ day
of_________, 2000, by and between Six Rivers National Bank, a national banking
association with its head office in Eureka, California ("SRNB") and NVB Interim
National Bank ("New Bank"), a national interim banking association formed as a
wholly-owned subsidiary of North Valley Bancorp, a California corporation
("NVBancorp") solely to facilitate the transactions contemplated by this
Agreement, as provided below. SRNB and New Bank are hereinafter sometimes
collectively referred to as the "Merging Institutions."
This Agreement is being entered into pursuant to the Agreement and Plan
of Reorganization and Merger dated as of October 3, 1999 (the "Plan of
Reorganization") by and among NVBancorp, SRNB and New Bank.
In consideration of the premises, and the mutual covenants and
agreements herein contained, the parties hereto agree as follows:
ARTICLE 1.
DEFINITIONS
Except as otherwise provided herein, the capitalized terms set forth
below shall have the following meanings:
Section 1.1. "Effective Date" means the date at which the transactions
contemplated by this Agreement become effective as determined by the certificate
approving the Merger to be issued by the Office of the Comptroller of the
Currency (the "OCC").
Section 1.2. "New Bank Common Stock" means the common stock, par value
$5.00 per share, of New Bank owned by NVBancorp.
Section 1.3. "SRNB" means the common stock, par value $5.00 per share,
of SRNB.
Section 1.4. "The Merger" means the merger of SRNB with and into New
Bank, as provided in Section 2.1 of this Agreement.
Section 1.5. "Surviving Bank" means New Bank as the institution
surviving the Merger.
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ARTICLE 2.
TERMS OF THE MERGER
Section 2.1. THE MERGER. Subject to the terms and conditions set forth
in the Plan of Reorganization, on the Effective Date, SRNB shall be merged with
and into New Bank, with New Bank as the Surviving Bank, under the national bank
charter number and name of "Six Rivers National Bank," as determined by the OCC,
and each of the outstanding shares of SRNB Common Stock shall and without any
action on the part of SRNB be canceled and be converted into shares of common
stock of the Surviving Bank, all of which shall be owned by NVBancorp.
Section 2.2. ARTICLES OF ASSOCIATION, BYLAWS AND FACILITIES OF
SURVIVING BANK. On the Effective Date and until thereafter amended in accordance
with law, the Articles of Association of the Surviving Bank shall be the same as
the Articles of Association of SRNB as in effect on the Effective Date. Until
altered, amended or repealed as provided herein and in the Articles of
Association of the Surviving Bank, the Bylaws of the Surviving Bank shall be the
same as the Bylaws of SRNB as in effect on the Effective Date. The main office
of the Surviving Bank shall be the main office of SRNB as of the Effective Date,
and all corporate acts, plans, policies, contracts, approvals and authorizations
of SRNB and New Bank and their respective shareholders, boards of directors,
committees elected or appointed thereby, officers and agents, which were valid
and effective immediately prior to the Effective Date, shall be taken for all
purposes as the acts, plans, policies, contracts, approvals and authorizations
of the Surviving Bank and shall be as effective and binding as of the Effective
Date as the same had been with respect to SRNB and New Bank, respectively.
Section 2.3. EFFECT OF MERGER. On the Effective Date of the Merger, the
corporate existence of SRNB and New Bank shall be consolidated into and
continued in the Surviving Bank, and the Surviving Bank shall be deemed to be a
continuation in entity and identity of SRNB and New Bank. All rights, franchises
and interests of SRNB and New Bank, respectively, in and to any type of property
and chooses in action shall be transferred to and vested in the Surviving Bank
by virtue of the Merger without any deed or other transfer. Surviving Bank,
without any order or other action on the part of any court or otherwise, shall
hold and enjoy all rights of property, franchises and interest, including
appointments, designations and nominations, and all other rights and interests
as trustee, executor, administrator, transfer agent or registrar of stocks and
bonds, guardian of estates, assignee, receiver and committee of estates and
lunatics, and in every other fiduciary capacity, in the same manner and to the
same extent as such rights, franchises and interests were held or enjoyed by
SRNB and New Bank, respectively, as of the Effective Date.
Section 2.4. LIABILITIES OF THE SURVIVING BANK. On the Effective Date,
the Surviving Bank shall be liable for all liabilities of SRNB and New Bank. All
deposits, debts, liabilities and obligations of SRNB and of New Bank,
respectively, accrued, absolute, contingent or otherwise, and whether or not
reflected or reserved against on balance sheets, books of account or records of
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SRNB or New Bank, as the case may be, shall be those of the Surviving Bank and
shall not be released or impaired by the Merger. All rights of creditors and
other obligees and all liens on property of either SRNB or New Bank shall be
preserved unimpaired.
ARTICLE 3.
CONVERSION OF SHARES
Section 3.1. CONVERSION OF SRNB COMMON STOCK. On the Effective Date,
each share of SRNB Common Stock, issued and outstanding immediately prior to the
Effective Date (other than Dissenting Shares as hereinafter defined) shall, by
virtue of the Merger and without any action on the part of the holder thereof,
be converted into the right to receive shares of Common Stock of North Valley
Bancorp ("NVBancorp Common Stock") in accordance with the Plan of
Reorganization.
Section 3.2. EXCHANGE OF SHARES. On or immediately prior to the
Effective Date, in accordance with the Plan of Reorganization, NVBancorp shall
make available shares of its Common Stock in sufficient amount to effect the
Merger. As soon as practicable after the Closing Date (as defined in Section 9
of the Plan of Reorganization), the Exchange Agent (as defined in the Plan of
Reorganization) will send to each shareholder of SRNB a letter of transmittal
for use in exchanging such holder's stock certificate(s) for shares of NVBancorp
Common Stock. Each shareholder of SRNB shall be entitled to receive NVBancorp
Common Stock for such holder's shares only upon surrender of the certificates
representing such holder's shares of SRNB Common Stock or after providing an
appropriate Affidavit of Lost Certificate and Indemnity Agreement and/or a bond
as may be required in each case by the Exchange Agent. Until so surrendered,
each SRNB Common Stock certificate will be deemed for all corporate purposes to
represent and evidence solely the right to receive the amount of NVBancorp
Common Stock to be exchanged therefor pursuant to the Plan of Reorganization.
Section 3.3. DISSENTING SHARES. Each share of SRNB Common Stock issued
and outstanding immediately prior to the Effective Date, the holder of which has
not voted in favor of the Merger and who has properly perfected his dissenters'
rights of appraisal by following the procedures set forth in the National Bank
Act is referred to herein as a "Dissenting Share." Dissenting Shares owned by
each holder thereof who has not exchanged his certificates representing shares
of SRNB Common Stock for the NVBancorp Common Stock and otherwise has not
effectively withdrawn or lost his dissenter's rights, shall not be converted
into or represent the right to receive the NVBancorp Common Stock pursuant to
Section 3.1 hereof and shall be entitled only to such rights as are available to
such holder pursuant to the applicable provisions of the National Bank Act. Each
holder of Dissenting Shares shall be entitled to receive the value of such
Dissenting Shares held by him in accordance with the applicable provisions of
the National Bank Act, provided such holder complies with the procedures
contemplated by and set forth in the applicable provisions of the National Bank
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Act. If any holder of Dissenting Shares shall effectively withdraw or lose his
dissenter's rights under the applicable provisions of the National Bank Act,
such Dissenting Shares shall be converted into the right to receive the
NVBancorp Common Stock in accordance with the provisions of Section 3.1.
Section 3.4. NEW BANK COMMON STOCK. On the Effective Date, the shares
of New Bank Common Stock issued and outstanding immediately prior to the
Effective Date shall be converted automatically and without any action on the
part of the holders thereof into ______ shares of common stock of the Surviving
Bank. The shares of common stock of the Surviving Bank into which such New Bank
Common Stock are converted shall represent ownership of 100% of the issued and
outstanding capital stock of the Surviving Bank, all of which shall be owned by
NVBancorp.
ARTICLE 4.
MISCELLANEOUS
Section 4.1. CONDITIONS PRECEDENT. The respective obligations of each
party under this Agreement shall be subject to the satisfaction, or waiver by
the party permitted to do so, of the conditions set forth in Articles 7 and 8 of
the Plan of Reorganization.
Section 4.2. TERMINATION. This Agreement shall be terminated upon the
termination of the Plan of Reorganization in accordance with Article 12 thereof;
provided, that any such termination of this Agreement shall not relieve any
party hereto from liability on account of a breach by such party of any of the
terms hereof or thereof.
Section 4.3. AMENDMENTS. To the extent permitted by law, this Agreement
may be amended by a subsequent writing signed by all of the parties hereto upon
the approval of the Board of Directors of each of the parties hereto.
Section 4.4. SUCCESSORS. This Plan shall be binding on the successors
of New Bank and SRNB.
IN WITNESS WHEREOF, New Bank and SRNB have caused this Agreement to be
executed by their duly authorized officers and their corporate seals to be
hereunto affixed as of the date first above written.
NVB INTERIM NATIONAL BANK
Attest:
___________________ By: __________________________________
SIX RIVERS NATIONAL BANK
Attest:
___________________ By: __________________________________
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EXHIBIT B
SRNB AFFILIATE AGREEMENT
I, the undersigned, have been advised that as of the date hereof I may
be deemed to be (but I do not hereby admit to being) an affiliate of Six Rivers
National Bank ("SRNB") for purposes of Rule 145 promulgated by the Securities
and Exchange Commission under the Securities Act of 1933, as amended ("Rule
145"). The following undertaking is given pursuant to and in compliance with
that certain Agreement and Plan of Reorganization and Merger among North Valley
Bancorp ("NVBancorp"), NVB Interim National Bank ("Interim Bank") and SRNB dated
as of October 1, 1999 (the "Reorganization Agreement"), which provides that SRNB
shall merge with and into Interim Bank (the "Merger"), and the surviving
national bank will continue as a wholly-owned subsidiary of NVBancorp under the
national bank charter number and name of "Six Rivers National Bank." Capitalized
terms used herein and not defined herein shall have the meanings given to them
in the Reorganization Agreement.
I understand that NVBancorp is relying on the performance of the
covenants contained herein to insure that they obtain the desired
pooling-of-interests accounting treatment as a result of the Merger and to avoid
any appearance of improper manipulation of NVBancorp's stock price or insider
trading in the period prior to the Merger.
I hereby agree that during the period beginning on ____________, 1999
(or such later date as NVBancorp may notify me in writing), and ending on the
date on which the Effective Time of the Merger occurs, which in either event
shall not exceed thirty (30) days prior to the Effective Time of the Merger, I
will not offer to sell or purchase, sell, transfer, purchase or acquire,
publicly or privately, any shares of NVBancorp common stock ("NVBancorp Share"
or "NVBancorp Shares") or SRNB common stock ("SRNB Share" or "SRNB Shares"), or
cause any other person to do any of the above, except as a result of the
conversion in the Merger of any SRNB Shares or options to purchase SRNB Shares
held by me.
I hereby also agree that during the period beginning on the date on
which the Effective Time of the Merger occurs and ending on the date of release
and publication to the general public of financial results covering at least
thirty (30) days of post-merger combined operations of NVBancorp and SRNB, I
will not offer, sell or transfer, publicly or privately, any NVBancorp Shares,
and that I will not during such period commit or agree to sell or transfer any
of such NVBancorp Shares after such period.
I hereby also agree that at no time will I offer, sell or transfer,
publicly or privately, any NVBancorp Shares acquired by me in the Merger,
whether in exchange for SRNB Shares or for or upon exercise of options to
purchase such SRNB Shares, except:
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(i) Pursuant to a then current effective registration under
the Securities Act of 1933, as amended (the "1933 Act"); or
(ii) Pursuant to the provisions of Rule 145(d) under the 1933
Act; or
(iii) If counsel representing me, satisfactory to NVBancorp,
shall have advised NVBancorp in a written opinion letter in form and
substance satisfactory to NVBancorp and its counsel and upon which
NVBancorp and its counsel may rely, that no registration under the 1933
Act would be required in connection with the proposed sale, transfer or
other disposition.
I agree and confirm that:
(i) the NVBancorp Shares to be acquired by me upon
consummation of the Merger (such NVBancorp Shares being sometimes
referred to for purposes of this Agreement as "Acquired Shares") will
not be acquired with a view to the sale or distribution thereof except
as permitted by Rule 145;
(ii) the certificate representing the Acquired Shares or any
substitutions therefor, may be subject to stop transfer instructions
which confirm that such securities representing NVBancorp Shares have
been issued or transferred to the registered holder as a result of a
transaction to which Rule 145 under the 1933 Act applies and that such
securities may not be sold, hypothecated, transferred or assigned, and
the issuer or its transfer agent shall not be required to give effect
to any attempted sale, hypothecation, transfer or assignment, except
(i) pursuant to a then current effective registration statement under
the 1933 Act, (ii) in a transaction permitted by Rule 145 as to which
the issuer has, in the opinion of its counsel, received reasonably
satisfactory evidence of compliance with the provisions of Rule 145, or
(iii) in a transaction which, in the opinion of counsel satisfactory to
the issuer or as described in a "no action" or interpretive letter from
the staff of the Securities and Exchange Commission is not required to
be registered under the 1933 Act.
It is understood and agreed that any stop transfer instructions shall
be removed if the undersigned shall have delivered to NVBancorp a written
opinion letter in form and substance satisfactory to NVBancorp and its counsel
and upon which NVBancorp and its counsel may rely, from counsel satisfactory to
NVBancorp, that no registration under the 1933 Act would be required in
connection with the proposed sale, transfer or other disposition.
Date: ____________________ Signed: ___________________________________
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EXHIBIT C
SRNB SHAREHOLDER AGREEMENT
This Shareholder Agreement ("Agreement") is made and entered into on
________, 1999, by and between North Valley Bancorp ("NVBancorp") and each of
the other persons executing this Agreement (each such person is referred to
individually as a "SRNB Shareholder" and collectively referred to as the "SRNB
Shareholders"), with reference to the following facts:
A. NVBancorp, NVB Interim National Bank ("Interim Bank") and Six Rivers
National Bank ("SRNB") have entered into that certain Agreement and Plan of
Reorganization and Merger ("Reorganization Agreement") dated as of October 1,
1999, pursuant to which SRNB shall merge with and into Interim Bank (the
"Merger"), and the surviving national bank will continue as a wholly-owned
subsidiary of NVBancorp under the national bank charter number and name of "Six
Rivers National Bank," and NVBancorp will pay consideration to SRNB Shareholders
in the form of NVBancorp common stock.
B. Each of the SRNB Shareholders is also a director or executive
officer of SRNB.
C. In order to induce NVBancorp to enter into the Reorganization
Agreement, the SRNB Shareholders desire to enter into this Agreement solely in
their capacity as Shareholders.
NOW, THEREFORE, in consideration of the promises and of the respective
representations, warranties and covenants, agreements and conditions contained
herein and in the Reorganization Agreement, the parties hereto agree as follows:
1. AGREEMENTS OF SRNB SHAREHOLDERS.
1.1 AGREEMENT TO VOTE. At any meeting of shareholders of SRNB or in
connection with any solicitation of the written consent of the SRNB Shareholders
to approve the Reorganization Agreement and the transactions contemplated
thereby, each of the SRNB Shareholders shall vote or cause to be voted all
shares of common stock of SRNB ("SRNB Share" or "SRNB Shares") owned by each
such SRNB Shareholder, and any other SRNB Shares hereafter acquired by each such
SRNB Shareholder, in favor of, and to approve, the principal terms of the Merger
and any other matter contemplated by the Reorganization Agreement which requires
the approval of the SRNB Shareholders.
1.2 AGREEMENT TO RECOMMEND. Unless the Board of Directors of SRNB shall
have determined that they have a fiduciary duty to the SRNB Shareholders to
recommend that the SRNB Shareholders not vote in favor of approval of the
transactions contemplated by the Reorganization Agreement, each SRNB Shareholder
shall recommend to the SRNB Shareholders to vote in favor of, and to approve,
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the principal terms of the Merger and any other matter contemplated by the
Reorganization Agreement.
1.3 AGREEMENT AND PLAN OF REORGANIZATION AND MERGER. Each Shareholder
hereby acknowledges receipt of a copy of the Reorganization Agreement and agrees
to abide by its terms and to refrain from taking any action that would be
contrary to, or inconsistent with, any of the obligations of SRNB as set forth
in the Reorganization Agreement.
2. REPRESENTATIONS AND WARRANTIES OF SRNB SHAREHOLDERS.
Each of the SRNB Shareholders severally and not jointly, represents and
warrants to and agrees with NVBancorp, solely with respect to himself or
herself, as follows:
2.1 CAPACITY. Each such SRNB Shareholder has all the requisite capacity
and authority to enter into and perform such SRNB Shareholder's obligations
under this Agreement.
2.2 BINDING AGREEMENT. This Agreement constitutes the valid and legally
binding obligation of each such SRNB Shareholder.
2.3 NON-CONTRAVENTION. The execution and delivery of this Agreement by
each such SRNB Shareholder does not, and the performance by such SRNB
Shareholder's obligations hereunder and the consummation by such SRNB
Shareholder of the transactions contemplated hereby will not, violate or
conflict with or constitute a default under any agreement, instrument, contract
or other obligation or any order, arbitration award, judgment or decree to which
such SRNB Shareholder is a party or by which such SRNB Shareholder is bound, or
any statute, rule or regulation to which such SRNB Shareholder or any of such
SRNB Shareholder's property is subject.
2.4 OWNERSHIP OF SHARES. Schedule 1 hereto correctly sets forth the
number of SRNB Shares owned by each SRNB Shareholder, or with respect to which
each SRNB Shareholder has good title to all of the SRNB Shares indicated as
owned by such SRNB Shareholder in the capacity set forth on Schedule 1 as of the
date indicated on such Schedule 1, and such SRNB Shares are so owned free and
clear of any liens, security interest, charges or other encumbrances, except as
set forth in such Schedule 1.
3. TERMINATION.
3.1 TERMINATION DATE. This Agreement shall terminate and be of no
further force and effect immediately upon the earlier of: (a) consummation of
the Merger; or (b) termination of the Reorganization Agreement in accordance
with the terms thereof.
3.2 EFFECT OF TERMINATION. Upon the termination of this Agreement in
accordance with Section 3.1 hereof, the respective obligations of the parties
hereto shall immediately become void and have no further force or effect.
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4. SPECIFIC PERFORMANCE. The parties hereto recognize and agree that
monetary damages will not compensate adequately the parties hereto for
nonperformance. Accordingly, each party agrees that its or his or her
obligations shall be enforceable by court order requiring specific performance.
5. MISCELLANEOUS.
5.1 EXPENSES. Each party hereto shall pay its or his or her own costs
and expenses, including, but not limited to, those of its or his or her
attorneys and accountants, in connection with this Agreement and transactions
covered and contemplated hereby.
5.2 NOTICES. All notices, demands or other communications hereunder
shall be in writing and shall be deemed to have been duly given if delivered in
person, by telex, telecopy, facsimile transmission, or by United States mail,
certified or registered, with return receipt requested, or otherwise actually
delivered as follows:
(a) If to a SRNB Shareholder:
c/o Six Rivers National Bank
402 "F" Street
Eureka, California 95501
Attn: President and
Chief Executive Officer
Telephone: (707) 443-8400
Telecopier: (707) 443-3631
With a copy to:
McCutchen, Doyle, Brown & Enersen LLP
Three Embarcadero Center
San Francisco, California 94111
Telephone: (415) 393-2000
Telecopier: (415) 393-2286
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(b) If to NVBancorp:
North Valley Bancorp
880 E. Cypress Avenue
Redding, California 96002
Attn: President and
Chief Executive Officer
Telephone: (530) 221-8400
Telecopier: (530) 222-1768
With a copy to:
Coudert Brothers
303 Almaden Blvd., Fifth Floor
San Jose, California 95110-2721
Telephone: (408) 297-9982
Telecopier: (408) 297-3191
The persons or address to which mailings or deliveries shall be made may change
from time to time by notice given pursuant to the provisions of this Section
5.2. Any notice, demand or other communication given pursuant to the provisions
of this Section 5.2 shall be deemed to have been given on the date delivered or
three days following the date mailed, as the case may be.
5.3 SUCCESSORS AND ASSIGNS. All terms and provisions of this Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective transferees, successors and assigns; provided, however, that, except
as otherwise contemplated herein, this Agreement and all rights, privileges,
duties and obligations of the parties hereto may not be assigned or delegated by
any party hereto without the prior written consent of the other parties to this
Agreement and any purported assignment in violation of this Section 5.3 shall be
null and void.
5.4 THIRD PARTY BENEFICIARIES. Each party hereto intends that this
Agreement shall not benefit, or create any right or cause of action in or on
behalf of, any person other than the parties hereto. As used in this Agreement,
the term party or parties shall refer only to NVBancorp and the SRNB
Shareholders, or any of them.
5.5 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, all of which taken together shall constitute one instrument.
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5.6 GOVERNING LAW. This Agreement is made and entered into in the State
of California and the laws of the State of California shall govern the validity
and interpretation hereof and the performance of the parties hereto of their
respective duties and obligations hereunder.
5.7 CAPTIONS. The captions contained in this Agreement are for
convenience of reference only and do not form a part of this Agreement.
5.8 WAIVER AND MODIFICATION. No waiver of any term, provision or
condition of this Agreement, whether by conduct or otherwise, in any one or more
instances, shall be deemed to be or construed as a further or continuing waiver
of any such term, provision or condition of this Agreement. This Agreement may
be modified or amended only by an instrument of equal formality signed by the
parties or their duly authorized agents.
5.9 ATTORNEYS' FEES. In the event any of the parties to this Agreement
brings an action or suit against any other party by reason of any breach of any
covenant, agreement, representation, warranty or other provision hereof, or any
breach of any duty or obligation created hereunder by such other party, the
prevailing party in whose favor final judgment is entered shall be entitled to
have and recover of and from the losing party all reasonable costs and expenses
incurred or sustained by such prevailing party in connection with such suit or
action, including without limitation, legal fees and court costs (whether or not
taxable as such).
5.10 ENTIRE AGREEMENT. The making, execution and delivery of this
Agreement by the parties hereto have been encouraged by no representations,
statements, warranties or agreements other than those herein expressed. This
Agreement embodies the entire understanding of the parties and there are no
further or other agreements or understandings, written or oral, in effect
between the parties relating to the subject matter hereof, unless expressly
referred to by reference herein.
5.11 SEVERABILITY. Whenever possible, each provision of this Agreement
and every related document shall be interpreted in such manner as to be valid
under applicable law. However, if any provision of any of the foregoing shall be
invalid or prohibited under said applicable law, it shall be construed,
interpreted and limited to effectuate its purposes to the maximum legally
permissible extent. If it cannot be so construed and interpreted so as to be
valid under such law, such provision shall be ineffective to the extent of such
invalidity or prohibition without invalidating the remainder of such provision
or the remaining provisions of this Agreement, and this Agreement shall be
construed to the maximum extent possible to carry out its terms without such
invalid or unenforceable provision or portion thereof.
5.12 SEVERAL OBLIGATIONS. All duties and obligations of each party to
this Agreement shall be several and not joint.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.
NORTH VALLEY BANCORP
By: ________________________________
Title: ________________________________
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SRNB SHAREHOLDERS:
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SCHEDULE 1
SRNB
SHAREHOLDERS NUMBER OF SHARES ENCUMBRANCES
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-18-
EXHIBIT D
NVBANCORP AFFILIATE AGREEMENT
I, the undersigned, have been advised that as of the date hereof I may
be deemed to be (but I do not hereby admit to being) an affiliate of North
Valley Bancorp ("NVBancorp") for purposes of Rule 145 promulgated by the
Securities and Exchange Commission under the Securities Act of 1933, as amended
("Rule 145"). The following undertaking is given pursuant to and in compliance
with that certain Agreement and Plan of Reorganization and Merger among
NVBancorp, NVB Interim National Bank ("Interim Bank") and Six Rivers National
Bank ("SRNB") dated as of October 1, 1999 (the "Reorganization Agreement"),
which provides that SRNB shall merge with and into Interim Bank (the "Merger"),
and the surviving national bank will continue as a wholly-owned subsidiary of
NVBancorp under the national bank charter number and name of "Six Rivers
National Bank." Capitalized terms used herein and not defined herein shall have
the meanings given to them in the Reorganization Agreement.
I understand that NVBancorp is relying on the performance of the
covenants contained herein to insure that they obtain the desired
pooling-of-interests accounting treatment as a result of the Merger and to avoid
any appearance of improper manipulation of NVBancorp's stock price or insider
trading in the period prior to the Merger.
I hereby agree that during the period beginning on __________, 1999,
(or such later date as NVBancorp may notify me in writing), and ending on the
date on which the Effective Time of the Merger occurs, which in either event
shall not exceed thirty (30) days prior to the Effective Time of the Merger, I
will not offer to sell or purchase, sell, transfer, purchase or acquire,
publicly or privately, any NVBancorp common stock ("NVBancorp Share" or
"NVBancorp Shares") or SRNB common stock ("SRNB Share" or "SRNB Shares"), or
cause any other person to do any of the above, except my exercise of any stock
option pursuant to NVBancorp's stock option plans.
I hereby also agree that during the period beginning on the date on
which the Effective Time of the Merger occurs and ending on the date of release
and publication to the general public of financial results covering at least
thirty (30) days of post-merger combined operations of NVBancorp and SRNB, I
will not offer, sell or transfer, publicly or privately, any NVBancorp Shares,
and that I will not during such period commit or agree to sell any of such
NVBancorp Shares after such period.
Dated: _________________________ Signed: ___________________
-19-
EXHIBIT E
NVBANCORP SHAREHOLDER AGREEMENT
This Shareholder Agreement ("Agreement") is made and entered into on
_________, 1999, by and between Six Rivers National Bank ("SRNB") and each of
the other persons executing this Agreement (each such person is referred to
individually as a "NVBancorp Shareholder" and collectively referred to as the
"NVBancorp Shareholders"), with reference to the following facts:
13. North Valley Bancorp ("NVBancorp"), NVB Interim National Bank
("Interim Bank") and SRNB have entered into that certain Agreement and Plan of
Reorganization and Merger ("Reorganization Agreement") dated as of October 1,
1999, pursuant to which SRNB shall merge with and into Interim Bank (the
"Merger"), and the surviving national bank will continue as a wholly-owned
subsidiary of NVBancorp under the national bank charter number and name of "Six
Rivers National Bank," and NVBancorp will pay consideration to SRNB Shareholders
in the form of NVBancorp common stock.
14. Each of the NVBancorp Shareholders is also a director or executive
officer of NVBancorp.
15. In order to induce SRNB to enter into the Reorganization Agreement,
the NVBancorp Shareholders desire to enter into this Agreement solely in their
capacity as NVBancorp Shareholders.
NOW, THEREFORE, in consideration of the promises and of the respective
representations, warranties and covenants, agreements and conditions contained
herein and in the Reorganization Agreement, the parties hereto agree as follows:
1. AGREEMENTS OF NVBANCORP SHAREHOLDERS.
1.1 AGREEMENT TO VOTE. At any meeting of shareholders of NVBancorp or
in connection with any solicitation of the written consent of NVBancorp
Shareholders to approve the Reorganization Agreement and the transactions
contemplated thereby, each of the NVBancorp Shareholders shall vote or cause to
be voted all shares of NVBancorp common stock ("NVBancorp Share" or "NVBancorp
Shares") owned by each such NVBancorp Shareholder, and any other NVBancorp
Shares hereafter acquired by each such NVBancorp Shareholder, in favor of, and
to approve, the principal terms of the Merger and any other matter contemplated
by the Reorganization Agreement which requires the approval of the NVBancorp
Shareholders.
-20-
<PAGE>
1.2 AGREEMENT TO RECOMMEND. Unless the Board of Directors of NVBancorp
shall have determined that they have a fiduciary duty to the NVBancorp
Shareholders to recommend hat the NVBancorp Shareholders not vote in favor of
approval of the transactions contemplated by the Reorganization Agreement, each
NVBancorp Shareholder shall recommend to the NVBancorp Shareholders to vote in
favor of, and to approve, the principal terms of the Merger and any other matter
contemplated by the Reorganization Agreement.
1.3 AGREEMENT AND PLAN OF REORGANIZATION AND MERGER. Each Shareholder
hereby acknowledges receipt of a copy of the Reorganization Agreement and agrees
to abide by its terms and to refrain from taking any action that would be
contrary to, or inconsistent with, any of the obligations of SRNB as set forth
in the Reorganization Agreement.
2. REPRESENTATIONS AND WARRANTIES OF NVBANCORP SHAREHOLDERS.
Each of the NVBancorp Shareholders severally and not jointly,
represents and warrants to and agrees with SRNB, solely with respect to himself
or herself, as follows:
2.1 CAPACITY. Each such NVBancorp Shareholder has all the requisite
capacity and authority to enter into and perform such NVBancorp Shareholder's
obligations under this Agreement.
2.2 BINDING AGREEMENT. This Agreement constitutes the valid and legally
binding obligation of each such NVBancorp Shareholder.
2.3 NON-CONTRAVENTION. The execution and delivery of this Agreement by
each such NVBancorp Shareholder does not, and the performance by such NVBancorp
Shareholder's obligations hereunder and the consummation by such NVBancorp
Shareholder of the transactions contemplated hereby will not, violate or
conflict with or constitute a default under any agreement, instrument, contract
or other obligation or any order, arbitration award, judgment or decree to which
such NVBancorp Shareholder is a party or by which such NVBancorp Shareholder is
bound, or any statute, rule or regulation to which such NVBancorp Shareholder or
any of such NVBancorp Shareholder's property is subject.
2.4 OWNERSHIP OF SHARES. Schedule 1 hereto correctly sets forth the
number of NVBancorp Shares owned by each NVBancorp Shareholder, or with respect
to which each NVBancorp Shareholder has good title to all of the NVBancorp
Shares indicated as owned by such NVBancorp Shareholder in the capacity set
forth on Schedule 1 as of the date indicated on such Schedule 1, and such
NVBancorp Shares are so owned free and clear of any liens, security interest,
charges or other encumbrances, except as set forth in such Schedule 1.
-21-
<PAGE>
3. TERMINATION.
3.1 TERMINATION DATE. This Agreement shall terminate and be of no
further force and effect immediately upon the earlier of: (a) consummation of
the Merger; or (b) termination of the Reorganization Agreement in accordance
with the terms thereof.
3.2 EFFECT OF TERMINATION. Upon the termination of this Agreement in
accordance with Section 3.1 hereof, the respective obligations of the parties
hereto shall immediately become void and have no further force or effect.
4. SPECIFIC PERFORMANCE. The parties hereto recognize and agree that
monetary damages will not compensate adequately the parties hereto for
nonperformance. Accordingly, each party agrees that its or his or her
obligations shall be enforceable by court order requiring specific performance.
5. MISCELLANEOUS.
5.1 EXPENSES. Each party hereto shall pay its or his or her own costs
and expenses, including, but not limited to, those of its or his or her
attorneys and accountants, in connection with this Agreement and transactions
covered and contemplated hereby.
5.2 NOTICES. All notices, demands or other communications hereunder
shall be in writing and shall be deemed to have been duly given if delivered in
person, by telex, telecopy, facsimile transmission, or by United States mail,
certified or registered, with return receipt requested, or otherwise actually
delivered as follows:
(a) If to a NVBancorp Shareholder:
c/o North Valley Bancorp
880 E. Cypress Avenue
Redding, California 96002
Attn: President and
Chief Executive Officer
Telephone: (530) 221-8400
Telecopier: (530) 222-1768
With a copy to:
Coudert Brothers
303 Almaden Blvd., Fifth Floor
San Jose, California 95110-2721
Telephone: (408) 297-9982
Telecopier: (408) 297-3191
-22-
<PAGE>
(b) If to SRNB:
Six Rivers National Bank
402 "F" Street
Eureka, California 95501
Attn: President and
Chief Executive Officer
Telephone: (707) 443-8400
Telecopier: (707) 443-3631
With a copy to:
McCutchen, Doyle, Brown & Enersen LLP
Three Embarcadero Center
San Francisco, California 94111
Telephone: (415) 393-2000
Telecopier: (415) 393-2286
The persons or address to which mailings or deliveries shall be made may change
from time to time by notice given pursuant to the provisions of this Section
5.2. Any notice, demand or other communication given pursuant to the provisions
of this Section 5.2 shall be deemed to have been given on the date delivered or
three days following the date mailed, as the case may be.
5.3 SUCCESSORS AND ASSIGNS. All terms and provisions of this Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective transferees, successors and assigns; provided, however, that, except
as otherwise contemplated herein, this Agreement and all rights, privileges,
duties and obligations of the parties hereto may not be assigned or delegated by
any party hereto without the prior written consent of the other parties to this
Agreement and any purported assignment in violation of this Section 5.3 shall be
null and void.
5.4 THIRD PARTY BENEFICIARIES. Each party hereto intends that this
Agreement shall not benefit, or create any right or cause of action in or on
behalf of, any person other than the parties hereto. As used in this Agreement,
the term party or parties shall refer only to SRNB and the NVBancorp
Shareholders, or any of them.
5.5 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, all of which taken together shall constitute one instrument.
-23-
<PAGE>
5.6 GOVERNING LAW. This Agreement is made and entered into in the State
of California and the laws of the State of California shall govern the validity
and interpretation hereof and the performance of the parties hereto of their
respective duties and obligations hereunder.
5.7 CAPTIONS. The captions contained in this Agreement are for
convenience of reference only and do not form a part of this Agreement.
5.8 WAIVER AND MODIFICATION. No waiver of any term, provision or
condition of this Agreement, whether by conduct or otherwise, in any one or more
instances, shall be deemed to be or construed as a further or continuing waiver
of any such term, provision or condition of this Agreement. This Agreement may
be modified or amended only by an instrument of equal formality signed by the
parties or their duly authorized agents.
5.9 ATTORNEYS' FEES. In the event any of the parties to this Agreement
brings an action or suit against any other party by reason of any breach of any
covenant, agreement, representation, warranty or other provision hereof, or any
breach of any duty or obligation created hereunder by such other party, the
prevailing party in whose favor final judgment is entered shall be entitled to
have and recover of and from the losing party all reasonable costs and expenses
incurred or sustained by such prevailing party in connection with such suit or
action, including without limitation, legal fees and court costs (whether or not
taxable as such).
5.10 ENTIRE AGREEMENT. The making, execution and delivery of this
Agreement by the parties hereto have been encouraged by no representations,
statements, warranties or agreements other than those herein expressed. This
Agreement embodies the entire understanding of the parties and there are no
further or other agreements or understandings, written or oral, in effect
between the parties relating to the subject matter hereof, unless expressly
referred to by reference herein.
5.11 SEVERABILITY. Whenever possible, each provision of this Agreement
and every related document shall be interpreted in such manner as to be valid
under applicable law. However, if any provision of any of the foregoing shall be
invalid or prohibited under said applicable law, it shall be construed,
interpreted and limited to effectuate its purposes to the maximum legally
permissible extent. If it cannot be so construed and interpreted so as to be
valid under such law, such provision shall be ineffective to the extent of such
invalidity or prohibition without invalidating the remainder of such provision
or the remaining provisions of this Agreement, and this Agreement shall be
construed to the maximum extent possible to carry out its terms without such
invalid or unenforceable provision or portion thereof.
5.12 SEVERAL OBLIGATIONS. All duties and obligations of each party to
this Agreement shall be several and not joint.
-24-
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.
SIX RIVERS NATIONAL BANK
By: _______________________________
Title:
-25-
<PAGE>
NVBANCORP SHAREHOLDERS
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-26-
<PAGE>
SCHEDULE 1
NVBANCORP
SHAREHOLDERS NUMBER OF SHARES ENCUMBRANCES
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-27-
