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): October 11, 2000
NORTH VALLEY BANCORP
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(Exact name of registrant as specified in its charter)
California 0-10652 94-2751350
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(State or other jurisdiction of (File Number) (IRS Employer
incorporation) Identification No.)
880 East Cypress Avenue
Redding, California 96002
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (530) 221-8400
This Form 8-K consists of 37 pages. The Exhibit Index is on Page 7.
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
As previously reported, on October 11, 2000, North Valley Bancorp (the
"Registrant") consummated a certain Agreement and Plan of Reorganization and
Merger dated October 3, 1999, as amended (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 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 merged with and into NVB Interim
National Bank effective at 5:00 p.m. on October 11, 2000.
In accordance with the Plan of Reorganization, the former shareholders
of Six Rivers will receive 1.40 shares of the common stock of the Registrant for
each outstanding share of Six Rivers common stock. On the closing date, there
were approximately 1,482,613 shares of Six Rivers common stock issued and
outstanding. In addition, directors and officers of Six Rivers who hold options
for approximately 84,995 shares of Six Rivers common stock will receive
substitute options for common stock of the Registrant, adjusted for the 1.40
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 Six Rivers and the name "Six
Rivers National Bank" as a wholly owned subsidiary of the Registrant. The
Registrant now has two banking subsidiaries: North Valley Bank (headquartered in
Redding, California) and Six Rivers National Bank (headquartered in Eureka,
California). On a pro forma basis as of September 30, 2000, the consolidated
assets of the Registrant would be approximately $536 million with shareholders'
equity of approximately $55 million.
Upon closing the Plan of Reorganization on October 11, 2000, the
Registrant appointed eight persons to the Board of Directors of Six Rivers
National Bank (the resulting national banking association), as contemplated by
the terms of the Plan of Reorganization. Those persons are William T. Kay, Jr.,
Dolores M. Vellutini, Kevin D. Hartwick, Warren L. Murphy, J. Michael McGowan
and Michael W. Martinez (all of whom served as directors of Six Rivers prior to
the closing) and Michael J. Cushman and J. M. ("Mike") Wells, Jr. (both of whom
serve on the Registrant's Board of Directors).
Also upon closing the Plan of Reorganization on October 11, 2000,
Dolores M. Vellutini and Kevin D. Hartwick (both representing Six Rivers
National Bank) were appointed to the Board of Directors of the Registrant
(increasing the size of the Board of Directors to ten members) and Michael W.
Martinez, President and Chief Executive Officer of Six Rivers National Bank,
became a member of the Executive Management Committee of the Registrant, all as
contemplated by the terms of the Plan of Reorganization.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired
Six Rivers National 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
Six Rivers National Bank Condensed Combined Balance Sheet
(unaudited) as of September 30, 2000
Six Rivers National Bank Condensed Combined Statement of
Operations (unaudited) for the nine months ended
September 30, 2000
(b) Pro Forma Financial Information
North Valley Bancorp and Six Rivers National Bank Pro
Forma Condensed Combined Balance Sheet (unaudited) as of
December 31, 1999
North Valley Bancorp and Six Rivers National Bank Pro
Forma Condensed Combined Statement of Operations
(unaudited) for the year ended December 31, 1999
North Valley Bancorp and Six Rivers National Bank Pro
Forma Condensed Combined Balance Sheet (unaudited) as of
September 30, 2000
North Valley Bancorp and Six Rivers National Bank Pro
Forma Condensed Combined Statement of Operations
(unaudited) for the nine months ended September 30, 2000
(c) Exhibits
23 Consent of Deloitte & Touche LLP, independent
auditors for Six Rivers National Bank
99.19 Six Rivers National 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 Six Rivers National Bank Condensed Combined
Balance Sheet (unaudited) as of September 30, 2000
99.21 Six Rivers National Bank Condensed Combined
Statement of Operations (unaudited) for the nine
months ended September 30, 2000
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99.22 North Valley Bancorp and Six Rivers National Bank
Pro Forma Condensed Combined Balance Sheet
(unaudited) as of December 31, 1999
99.23 North Valley Bancorp and Six Rivers National Bank
Pro Forma Condensed Combined Statement of
Operations (unaudited) for the year ended December
31, 1999
99.24 North Valley Bancorp and Six Rivers National Bank
Pro Forma Condensed Combined Balance Sheet
(unaudited) as of September 30, 2000
99.25 North Valley Bancorp and Six Rivers National Bank
Pro Forma Condensed Combined Statement of
Operations (unaudited) for the nine months ended
September 30, 2000
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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 Six Rivers National 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 Six Rivers National 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 Six Rivers National 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 Six Rivers National Bank's separate financial results;
the reader should not assume that the Registrant and Six Rivers National 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. The pro forma earnings, which do not reflect any direct
costs or potential savings which are expected to result from the consolidation
of the operations of the Registrant and Six Rivers National Bank, are not
indicative of the results of future operations. No assurances can be given with
respect to the ultimate level of expense savings.
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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.
NORTH VALLEY BANCORP
(Registrant)
Date: October 26, 2000 By: /s/ SHARON L. BENSON
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Sharon L. Benson
Senior Vice President and
Chief Financial Officer
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EXHIBIT INDEX
NO. IDENTITY PAGE NOS.
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23 Consent of Deloitte & Touche LLP, independent auditors for Six 8
Rivers National Bank
99.19 Six Rivers National 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 Six Rivers National Bank Condensed Combined Balance Sheet 31
(unaudited) as of September 30, 2000
99.21 Six Rivers National Bank Condensed Combined Statement of 32
Operations (unaudited) for the nine months ended
September 30, 2000
99.22 North Valley Bancorp and Six Rivers National Bank Pro Forma 33
Condensed Combined Balance Sheet (unaudited) as of
December 31, 1999
99.23 North Valley Bancorp and Six Rivers National Bank Pro Forma 34
Condensed Combined Statement of Operations (unaudited)
for the year ended December 31, 1999
99.24 North Valley Bancorp and Six Rivers National Bank Pro Forma 35
Condensed Combined Balance Sheet (unaudited) as of
September 30, 2000
99.25 North Valley Bancorp and Six Rivers National Bank Pro Forma 36
Condensed Combined Statement of Operations (unaudited)
for the nine months ended September 30, 2000
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