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): September 22, 2000
NORTH VALLEY BANCORP
(Exact name of registrant as specified in its charter)
CALIFORNIA 0-10652 94-2751350
(State or other jurisdiction of (File Number) (IRS Employer
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 53 pages.
The Exhibit Index is on Page 4.
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ITEM 5. OTHER EVENTS
As previously reported, North Valley Bancorp (the "Registrant") entered
into a certain Agreement and Plan of Reorganization and Merger dated October 3,
1999, as amended on January 28, 2000, and on July 25, 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 (formed on August 2,
2000, at the direction of the Registrant, in order 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. On March
28, 2000, the shareholders of the Registrant voted for and approved the Plan of
Reorganization and the transactions described therein. On April 6, 2000, at a
special meeting adjourned from March 28, 2000, the shareholders of Six Rivers
also voted for and approved the Plan of Reorganization and the transactions
described therein.
On September 22, 2000, the Registrant obtained the requisite regulatory
approvals of the Plan of Reorganization from the Board of Governors of the
Federal Reserve System and from the Office of the Comptroller of the Currency.
The press release of the Registrant, dated September 25, 2000, announcing such
approvals, is attached as an exhibit to this report and is incorporated herein
by this reference.
Such regulatory approvals are conditioned upon a commitment made by the
Registrant to divest the Weaverville Branch Office of Six Rivers, located at 234
Main Street, Weaverville, Trinity County, California, subsequent to its
consummation of the Plan of Reorganization which is currently scheduled to occur
in mid-October, 2000. This commitment requires the Registrant to complete its
divestiture within 180 days of the consummation of the Plan of Reorganization,
provided that the Registrant may apply for an extension of an additional 540
days to complete its divestiture of the real estate (land and building) portion
of the Weaverville Branch Office, if needed. North Valley Bank, a California
banking corporation and the existing wholly owned subsidiary of the Registrant,
will continue to operate its Weaverville Branch Office at 311 Main Street,
Weaverville, Trinity County, California, following the consummation of the Plan
of Reorganization.
In order to perform on its divestiture commitments, the Registrant has
entered into a Branch Purchase and Assumption Agreement, dated as of September
15, 2000 (the "Agreement"), with Scott Valley Bank, pursuant to which Scott
Valley Bank has agreed to purchase the furniture, fixtures and equipment and
approximately $800,000 in loans at the Weaverville Branch Office and to assume
the deposit liabilities of the Weaverville Branch Office (approximately
$17,000,000 at August 31, 2000). The Agreement is acknowledged by the regulatory
approvals issued to the Registrant on September 22, 2000. Closing of the
Agreement is subject to certain conditions, including further due diligence
review by Scott Valley Bank, the receipt of all required bank regulatory
approvals and the execution of a real estate lease agreement between the
Registrant, as lessor, and Scott Valley Bank, as lessee. A copy of the Agreement
is attached as an exhibit to this report and is incorporated by reference. For
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more complete details regarding the terms and conditions of the contemplated
sale of the Weaverville Branch Office of Six Rivers to Scott Valley Bank,
reference should be made to the copy of the Agreement itself, filed herewith as
an exhibit.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS.
2.7 Addendum to Agreement and Plan of Reorganization and Merger
dated as of September 25, 2000, among North Valley Bancorp,
NVB Interim National Bank and Six Rivers National Bank.
99.18 News Release of North Valley Bancorp dated September 25,
2000
99.19 Branch Purchase and Assumption Agreement dated as of
September 15, 2000, between North Valley Bancorp and Scott
Valley Bank
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: September 26, 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.
2.7 Addendum to Agreement and Plan of Reorganization 5
and Merger dated as of September 25, 2000, among
North Valley Bancorp, NVB Interim National Bank and
Six Rivers National Bank.
99.18 News Release of North Valley Bancorp dated 15
September 25, 2000
99.19 Branch Purchase and Assumption Agreement dated as 16
of September 15, 2000, between North Valley Bancorp
and Scott Valley Bank
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