<PAGE>
As filed with the Securities and Exchange Commission on August 23, 1995
Registration No. 33-_________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
TRICO BANCSHARES
-----------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
CALIFORNIA 94-2792841
----------------- ---------------
(State or Other (IRS Employer
Jurisdiction of Identification
Incorporation Number)
or Organization)
15 INDEPENDENCE CIRCLE, CHICO, CALIFORNIA 95973
------------------------------------------------------
(Address of Principal Executive Offices)
1995 INCENTIVE STOCK OPTION PLAN
------------------------------------
(Full Title of the Plan)
Robert H. Steveson
TriCo Bancshares
15 Independence Circle
CHICO, CALIFORNIA 95926
(Name and Address of Agent for Service)
(916) 898-0300
(Telephone Number of Agent for Service)
COPIES TO:
Russell P. Dawn, Esq.
Rothgerber, Appel, Powers & Johnson
1200 17th Street, Suite 3000
Denver, Colorado 80202
(303) 623-9000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Registration
Registered to be Registered Per Share Offering Price Fee
<S> <C> <C> <C> <C>
Common Stock 150,000 $17.66(2) $2,649,156(2) $913.50(2)
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</TABLE>
(2) Pursuant to Rule 457(h) under the Securities Act of 1933, as amended,
the proposed maximum offering price per share and the proposed maximum aggregate
offering price are estimated solely for purposes of calculating the registration
fee and are based upon the following: options for 13,800 shares issuable under
the Plan with an exercise price of $15.50 a share; plus options for 136,200
shares issuable under the Plan at $17.88 as share, the average of the high and
low prices of the Company Stock on the NASDAQ-National Market System on August
17, 1995.
<PAGE>
TABLE OF CONTENTS
Page
PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT . . . . . . II-1
Item 3. Incorporation of Documents by Reference. . . . . . . . . . . II-1
Item 5. Interests of Named Experts and Counsel . . . . . . . . . . . II-1
Item 6. Indemnification of Directors and Officers. . . . . . . . . . II-1
Item 8. Exhibits . . . . . . . . . . . . . . . . . . . . . . . . . . II-2
Item 9. Undertakings . . . . . . . . . . . . . . . . . . . . . . . . II-2
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-4
EXHIBIT INDEX. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-6
- ii -
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents of TriCo Bancshares (the "Company") and information
are incorporated in this Registration Statement by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994;
(b) The Company's quarterly report on Form 10-Q for the three-month period
ended March 31, 1995;
(c) The Company's quarterly report on Form 10-Q for the three-month period
ended June 30, 1995;
(d) The Company's Proxy Statement relating to the 1995 Annual Meeting of
Shareholders dated April 20, 1995;
(e) The description of the common stock of the Company, without par value
(the "Company Stock"), contained in the Company's Registration
Statement on Form 8-A, File No. 0-10661, filed by the Company under
Section 12 of the Exchange Act; and
(f) The Company's Registration Statement on Form S-4, Registration No.
33-75242, including any amendment thereto.
All documents subsequently filed by the Company with the Securities and
Exchange Commission (the "Commission") pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act, as amended, prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold shall be deemed to be
incorporated in this Registration Statement by reference and to be a part hereof
from the date of filing such documents. Any statement contained herein or in a
document, all or a portion of which is incorporated or deemed to be incorporated
by reference herein, shall be deemed to be modified or superseded for purposes
of this Registration Statement to the extent that a statement contained in any
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or replaces such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The legality of the Company Stock registered pursuant to this Form S-8
Registration Statement will be passed upon for the Company by the law firm of
Rothgerber, Appel, Powers & Johnson, One Tabor Center, Suite 3000, 1200 17th
Street, Denver, Colorado 80202, which has served as special counsel to the
Company in the preparation of the Form S-8 Registration Statement. No members
of this law firm have a substantial interest in the Company or are employed on a
contingent basis by the Company.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 317 of the California General Corporation Law contains detailed
provisions on indemnification of directors and officers of a California
corporation against expenses, judgments, fines and amounts paid in settlement,
actually and reasonably incurred in connection with litigation, subject to the
limits set forth in Section 204 of the General Corporation Law with respect to
actions for breach of duty to the corporation and its shareholders.
- II-1 -
<PAGE>
The articles of incorporation of TriCo Bancshares authorize the
indemnification of directors and officers to the full extent permitted or
allowed by the laws of the State of California, through bylaw provisions,
agreements with such agents, votes of shareholders or disinterested directors or
otherwise, or any combination of the foregoing, in excess of the indemnification
otherwise permitted by Section 317 of the General Corporation Law, subject only
to the limits set forth in Section 204 of the General Corporation Law. The
bylaws of TriCo Bancshares provide that the Company shall indemnify the
directors and officers of vice president level or above of both the Company and
of subsidiary Tri Counties Bank (the "Bank") against expenses, judgments, fines,
settlements and other amounts actually and reasonably incurred in connection
with any proceeding arising by reason of the fact that such person is or was an
agent of the Company. If the officer or director initiates a proceeding,
indemnification is available only if the proceeding was authorized by the board
of directors of the Company. Further, the bylaws provide that any agent of the
Company may be indemnified pursuant to a duly adopted resolution of the Board of
Directors, agreement or otherwise, to the fullest extent permitted with respect
to the indemnification of directors and officers of vice president level or
above of the Company. The Company shall indemnify an agent against expenses
actually and reasonably incurred by the agent, to the extent the agent has been
successful on the merits in the defense of any proceeding arising by reason of
the fact that the person is or was an agent of the Company.
ITEM 8. EXHIBITS
The following exhibits are attached to this registration statement:
4.1 1995 Incentive Stock Option Plan
5 Opinion of Rothgerber, Appel, Powers & Johnson as to legality
23.1 Consent of Independent Public Accountants
23.2 Consent of Rothgerber, Appel, Powers & Johnson
24 Power of Attorney
ITEM 9. UNDERTAKINGS
(a) RULE 415 OFFERING
The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement;
(i) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) UNDERTAKING CONCERNING FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT
DOCUMENTS BY REFERENCE
The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company's annual
report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
- II-2 -
<PAGE>
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(h) FILING OF REGISTRATION STATEMENT ON FORM S-8
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
- II-3 -
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chico and the State of California, on this 21 day
of August, 1995.
TRICO BANCSHARES
By: /s/ Robert H. Steveson
---------------------------------------------------------
Robert H. Steveson, President
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Robert H. Steveson President, Chief August 21, 1995
--------------------------------- Executive Officer,
Robert H. Steveson and Director
/s/ Joan Jones Executive Vice August 21, 1995
--------------------------------- President
Joan Jones
/s/ Robert M. Stanberry Vice President and August 21, 1995
--------------------------------- Chief Financial
Robert M. Stanberry Officer
/s/ Everett B. Beich Director and Vice August 21, 1995
--------------------------------- Chairman of the
Everett B. Beich Board
/s/ William J. Casey Director August 21, 1995
---------------------------------
William J. Casey
/s/ DeWayne E. Caviness Director August 21, 1995
---------------------------------
DeWayne E. Caviness
/s/ Craig S. Compton Director August 21, 1995
---------------------------------
Craig S. Compton
/s/ Richard C. Guiton Director August 21, 1995
---------------------------------
Richard C. Guiton
/s/ Douglas F. Hignell Secretary and August 21, 1995
--------------------------------- Director
Douglas F. Hignell
/s/ Brian D. Leidig Director August 21, 1995
---------------------------------
Brian D. Leidig
- II-4 -
<PAGE>
/s/ Wendell J. Lundberg Director August 21, 1995
---------------------------------
Wendell J. Lundberg
/s/ Donald E. Murphy Director August 21, 1995
---------------------------------
Donald E. Murphy
/s/ Rodney W. Peterson Director August 21, 1995
---------------------------------
Rodney W. Peterson
/s/ Alex A. Vereschagin, Jr. Chairman of the August 21, 1995
--------------------------------- Board and
Alex A. Vereschagin, Jr. Director
- II-5 -
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page No.
----------- ----------- --------
4.1 1995 Incentive Stock Option Plan
5 Opinion of Rothgerber, Appel, Powers &
Johnson as to legality
23.1 Consent of Independent Public Accountants
23.2 Consent of Rothgerber, Appel, Powers &
Johnson
24 Power of Attorney
- II-6 -
<PAGE>
EXHIBIT 4.1
1995 INCENTIVE STOCK OPTION PLAN
<PAGE>
TRICO BANCSHARES
1995 INCENTIVE STOCK OPTION PLAN
1. PURPOSE.
The purpose of the TriCo Bancshares Incentive Stock Option Plan (the
"Plan") is to provide a means by which TriCo Bancshares (the "Corporation"),
through the grant of stock options to eligible employees, may attract and retain
persons of ability as employees and motivate such employees to exert their best
efforts on behalf of the Corporation and any subsidiary corporation of the
Corporation. For the purposes of the Plan, the term "Subsidiary Corporation"
means a subsidiary corporation as defined by Section 425(f) of the Internal
Revenue Code of 1986, as amended. It is intended that the options issued under
the Plan will qualify as incentive stock options under Section 422 of the
Internal Revenue Code of 1986, as amended.
2. SHARES SUBJECT TO THE PLAN.
Subject to the provisions of Section 5(g) hereof, 150,000 shares of the
common stock of the Corporation shall be reserved and may be optioned under this
Plan. The reserved shares may be authorized and unissued shares or treasury
shares of the Corporation or any combination of both as determined by the Board
of Directors of the Corporation. If an option granted under the Plan ceases to
be exercisable in whole or in part, the shares representing such option shall be
available under the Plan for the grant of options in the future.
3. ADMINISTRATION OF THE PLAN.
The Plan shall be administered by a Committee of the Board of Directors of
the Corporation (the "Committee"), which Committee shall consist of not less
than two Directors of the Corporation. Members of the Committee shall be
appointed by and shall serve at the pleasure of the Board of Directors of the
Corporation. Any vacancies in the membership of the Committee shall be filled
by an appointment by the Board of Directors of the Corporation. No member of
the Committee, while serving as such, shall be eligible to receive any option
under the Plan, although membership on the Committee shall not affect or impair
a member's right under any option granted to him under the Plan at a time when
he was not a member of the Committee. Each member of the Committee shall be a
"disinterested person" as that term is defined in Rule 16b-3 under the
Securities Exchange Act of 1934 or any successor rule or regulation.
The Committee shall keep minutes of its meetings. All actions of the
Committee shall be taken by a majority of its members. Any act approved in
writing by a majority of the Committee members shall be as fully effective as if
it had been taken by a vote of a majority of the members at a meeting duly
called and held.
Subject to and not inconsistent with the provisions of the Plan, the
Committee shall have complete authority in its discretion to interpret all
provisions of the Plan consistently with the law, to prescribe the form of the
instrument evidencing any option granted under the Plan, to adopt, amend and
rescind general and special rules and regulations for the administration of the
Plan and to make all other determinations necessary or advisable for the
administration of the Plan.
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<PAGE>
4. ELIGIBILITY AND GRANT OF OPTIONS UNDER THE PLAN.
Options may be granted at such times, in such amounts, and, to the extent
not inconsistent with the Plan, on such terms as the Committee shall determine
subject to the following.
(a) ELIGIBILITY. Options may be granted to such employees, including
officers and directors who are also employees, of the Corporation or of a
Subsidiary Corporation that the Committee in its judgment deems to be key
employees important to the future of the Corporation or a Subsidiary
Corporation.
(b) TEN PERCENT SHAREHOLDERS. No option may be granted to any such
eligible employee who at the time of such grant owns stock possessing more than
10 percent of the total combined voting power of all classes of stock of the
Corporation or of any Subsidiary Corporation (a "10 Percent Shareholder") unless
at the time such option is granted the option price is at least 110 percent of
the fair market value of the stock and such option by its terms is not
exercisable after the expiration of five years from the date such option is
granted.
(c) LIMITATIONS. The aggregate fair market value of the stock, determined
at the time an option for the stock is granted, for which incentive stock
options are exercisable for the first time by an optionee during any calendar
year, under all the incentive stock option plans of the Corporation and of any
Subsidiary Corporation, may not exceed $100,000.
5. TERMS AND CONDITIONS OF OPTIONS GRANTED UNDER THE PLAN.
Each option granted under the Plan shall be evidenced by an agreement in a
form determined by the Committee. Such agreement shall be subject to the
following express terms and conditions, and such other terms and conditions as
the Committee may deem appropriate.
(a) OPTION PERIOD. Each option agreement shall specify the period for
which the option thereunder is granted and shall provide that the option shall
expire at the end of such period. The period for which an option is granted may
not exceed 10 years from the date of the grant of the option or five years in
the case of a 10 Percent Shareholder.
(b) EXERCISE OF OPTION.
(1) BY AN OPTIONEE DURING CONTINUOUS EMPLOYMENT. An optionee may not
exercise any part of an option granted under the Plan unless the optionee has
been in the continuous employment of the Corporation or of a Subsidiary
Corporation at all times from the date of the grant of the option until the date
three months prior to the date of exercise except as provided below. Such
employment must be at least one year before an option can be exercised. The
Committee may prescribe a longer time period before an option may be exercised
by an optionee. The option agreement may provide for exercise in installments
of the option granted.
(2) EXERCISE IN THE EVENT OF DEATH OR TERMINATION OF EMPLOYMENT.
A. If an optionee shall die (i) while an employee of the
Corporation or a Subsidiary Corporation or (ii) within three months after
termination of his or her employment with the Corporation or a Subsidiary
Corporation because of disability, his or her options may be exercised, to the
extent that the optionee shall have been entitled to do so on the date of
- 2 -
<PAGE>
his or her death or such termination of employment, by the person or persons to
whom the optionee's right under the options pass by will or applicable law, or
if no such person has such right, by the optionee's executors or administrators,
at any time, or from time to time, but not later than the expiration date
specified in Section 5(a) or two years after the optionee's death, whichever
date is earlier.
B. If an optionee's employment by the Corporation or a
Subsidiary Corporation shall terminate because of his or her disability and such
optionee has not died within the following three months, the optionee may
exercise his or her options, to the extent that he or she shall have been
entitled to do so at the date of the termination of his employment, at any time
or from time to time, but not later than the expiration date specified in
Section 5(a) or one year after termination of employment, whichever date is
earlier.
C. If an optionee's employment shall terminate by reason of his
or her retirement in accordance with the terms of the Corporation's tax-
qualified retirement plans or with the consent of the Committee or involuntarily
other than "for cause", all right to exercise his or her options shall terminate
at the expiration date specified in Section 5(a) or three months after
termination of employment, whichever date is earlier. For this purpose,
termination "for cause" shall mean termination of employment by reason of the
optionee's commission of a felony, fraud, or willful misconduct which had
resulted, or is likely to result, in substantial and material damage to the
Corporation or a Subsidiary Corporation, all as the Committee in its sole
discretion, may determine.
D. If an optionee's employment shall terminate voluntarily or
involuntarily "for cause", all right to exercise his or her options shall
terminate at the date of such termination of employment.
(c) OPTION PRICE. The option price per share shall be determined by the
Committee at the time an option is granted and shall be not less than 100
percent of the fair market value (110 percent in the case of a 10 Percent
Shareholder) of a share of the common stock of the Corporation on the date of
the grant as determined in good faith by the Committee. Fair market value at
the time of payment shall be determined without regard to any restriction other
than a restriction that, by its terms, will never lapse.
(d) PAYMENT OF PURCHASE PRICE UPON EXERCISE. Each option shall provide
that the purchase price of the shares for which an option may be exercised shall
be paid to the Corporation at the time of exercise either in cash or with stock
of the Corporation held by the optionee for more than six months and having a
fair market value equal to the purchase price.
(e) NONTRANSFERABILITY. No option granted under the Plan shall be
transferable other than by a will of an optionee or by the laws of descent and
distribution. During his or her lifetime, an option shall be exercisable only
by an optionee or by the optionee's attorney-in-fact or conservator, unless such
exercise by the attorney-in-fact or conservator of the optionee, would
disqualify the option as an incentive stock option under Section 422 of the
Internal Revenue Code of 1986, as amended.
(f) INVESTMENT REPRESENTATION. The shares of stock to be issued upon the
exercise of all or any portion of any option granted under the Plan shall be
issued on the condition that the optionee represents that the purchase of stock
upon such exercise shall be for investment purposes and not with a view to
resale, distribution, offering, transferring, mortgaging, pledging,
hypothecating or otherwise disposing of any such stock under the circumstances
which would constitute a public offering or distribution under the Securities
Act of 1933 or the securities laws of any state. No shares of stock shall be
issued upon the exercise of any
- 3 -
<PAGE>
option unless the Corporation shall have received from the optionee a written
statement satisfactory to legal counsel for the Corporation containing the above
representations, stating that certificates representing such shares may bear a
legend restricting their transfer and stating that the Corporation's transfer
agent or agents may be given instructions to stop transfer of any certificate
bearing such legend. Such representation and restrictions provided for herein
shall not be required if (1) an effective registration statement for such shares
under the Securities Act of 1933 and any applicable state laws has been filed
with the Securities and Exchange Commission and with the appropriate agency or
commission of any state whose laws apply to the transaction, or (2) an opinion
of counsel satisfactory to the Corporation has been delivered to the Corporation
to the effect that registration is not required under the Securities Act of 1933
or under the applicable securities laws of any state.
(g) ADJUSTMENTS IN EVENT OF CHANGE IN COMMON STOCK. Notwithstanding any
other provision of the Plan, in the event of any change in the outstanding
common stock of the Corporation by reason of any stock dividend,
recapitalization, reorganization, merger, consolidation, split-up, combination
or exchange of shares, rights offering to purchase the common stock at a price
substantially below fair market value or of any similar change affecting the
common stock, the number and kind of shares which thereafter may be optioned and
sold under the Plan and the number and kind of shares subject to option in
outstanding option agreements and the purchase price per share thereof shall be
appropriately adjusted consistent with such change in such manner as the
Committee may deem equitable to prevent substantial dilution or enlargement of
the rights granted to, or available for, an optionee under the Plan.
(h) NO RIGHTS AS A SHAREHOLDER. No optionee shall have any rights as a
shareholder with respect to any shares subject to his option prior to the date
of issuance to him of a certificate or certificates for such shares.
(i) NO RIGHTS TO CONTINUED EMPLOYMENT. The Plan and any option granted
under the Plan shall neither confer upon any optionee any right with respect to
continuance of employment by the Corporation or by any subsidiary of the
Corporation, nor shall it interfere in any way with the right of his employer to
terminate his employment at any time.
6. COMPLIANCE WITH OTHER LAWS AND REGULATIONS.
The Plan, the grant and exercise of options under the Plan, and the
obligation of the Corporation to sell and deliver shares under such options,
shall be subject to all applicable federal and state laws, rules and regulations
and to such approvals by any government or regulatory agency as may be required.
The Corporation shall not be required to issue or deliver any certificates for
shares of common stock prior to the completion of any registration or
qualification of such shares under any federal or state law, or any ruling or
regulation of any government body which the Corporation shall, in its sole
discretion, determine to be necessary or advisable.
7. AMENDMENT AND DISCONTINUANCE.
The Board of Directors of the Corporation may amend, suspend or discontinue
the Plan; provided, however, that, subject to the provisions of Section 5(g) no
action of the Board of Directors of the Corporation or of the Committee may (i)
increase the number of shares reserved for options pursuant to Section 2, (ii)
permit the grant of any option at an option price less than the price determined
in accordance with Section 5(c), (iii) shorten the period provided for in
subparagraph (1) of Section 5(b) which must elapse between the date of the grant
of an option and the date on which any part of an option may be exercised by an
- 4 -
<PAGE>
optionee or (iv) permit the granting of options which expire beyond the period
provided for in Section 5(a). Without the written consent of an optionee, no
amendment or suspension of the Plan shall alter or impair any option previously
granted to him under the Plan.
8. EFFECTIVE DATE.
The effective date of the Plan shall be May 16, 1995, subject to the
approval by stockholders of the Corporation holding not less than a majority of
the shares present and voting at its 1995 Annual Meeting. Notwithstanding the
foregoing, if the Plan is approved by the Board of Directors prior to such
Annual Meeting, options may be granted by the Committee as provided by the terms
of the Plan subject to such subsequent stockholder approval.
9. NAME OF THE PLAN.
The Plan shall be known as the TriCo Bancshares 1995 Incentive Stock Option
Plan.
10. EFFECT OF THE PLAN ON OTHER STOCK PLANS.
The adoption of the Plan shall have no effect on awards made or to be made
pursuant to other stock plans covering employees of the Corporation, a
subsidiary corporation of the Corporation, a parent corporation or any
predecessors or successors thereto.
- 5 -
<PAGE>
EXHIBIT 5
[LETTERHEAD ROTHGERBER, APPEL, POWERS & JOHNSON]
August 18, 1995
TriCo Bancshares
15 Independence Circle
Chico, CA 95926
Ladies and Gentlemen:
You have requested our opinion in connection with the Registration
Statement on Form S-8 (the "Registration Statement") which is expected to be
filed by TriCo Bancshares (the "Corporation") on or about August 22, 1995, with
respect to the offer and sale of 150,000 shares of a single class of common
stock, without par value, issuable under the Corporation's 1995 Incentive Stock
Option Plan, as described in the Registration Statement.
We have reviewed such corporate documents and have made such investigation
of Colorado and California law as we have deemed necessary under the
circumstances. Based on that review and investigation, it is our opinion that
when the shares referred to above are registered under the Securities Act of
1933, as amended, and issued as provided in the Plans, said shares will be
authorized, fully paid and nonassessable.
Sincerely yours,
ROTHGERBER, APPEL, POWERS & JOHNSON
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
<PAGE>
[LETTERHEAD ARTHUR ANDERSON LLP]
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our report dated January 20,
1995, incorporated by reference in TriCo Bancshares' Form 10-K for the year
ended December 31, 1994, and to all references to our firm included in this
registration statement.
ARTHUR ANDERSEN LLP
San Francisco, California
August 17, 1995
<PAGE>
EXHIBIT 23.2
[LETTERHEAD ROTHGERBER, APPEL, POWERS & JOHNSON]
August 22, 1995
CONSENT OF LEGAL COUNSEL
TriCo Bancshares
15 Independence Circle
Chico, CA 95926
Ladies and Gentlemen:
We consent to the use in the Registration Statement on Form S-8 of TriCo
Bancshares (the "Corporation") relating to the registration of shares of a
single class of the Corporation's common stock, without par value, issuable
under the Corporation's 1995 Incentive Stock Option Plan, of our name and the
statement with respect to our firm under the heading of "Interests of Named
Experts and Counsel" in the Registration Statement.
Sincerely yours,
ROTHGERBER, APPEL, POWERS & JOHNSON
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
Each person executing this Power of Attorney hereby appoints Russell P.
Dawn, Esq. and Joan Jones, or either of them, as his attorney-in-fact to execute
and to file such amendments to this Form S-8 Registration Statement as such
attorneys-in-fact, or either of them, may deem appropriate or withdraw from the
registration process this Registration Statement.
TRICO BANCSHARES
By: /s/ Robert H. Steveson
---------------------------------
Robert H. Steveson, President
Signature Title Date
/s/ Robert H. Steveson President, Chief August 21, 1995
--------------------------------- Executive Officer,
Robert H. Steveson and Director
/s/ Joan Jones Executive Vice August 21, 1995
--------------------------------- President
Joan Jones
/s/ Robert M. Stanberry Vice President and August 21, 1995
--------------------------------- Chief Financial
Robert M. Stanberry Officer
/s/ Everett B. Beich Director and Vice August 21, 1995
--------------------------------- Chairman of the
Everett B. Beich Board
/s/ William J. Casey Director August 21, 1995
---------------------------------
William J. Casey
/s/ DeWayne E. Caviness Director August 21, 1995
---------------------------------
DeWayne E. Caviness
/s/ Craig S. Compton Director August 21, 1995
---------------------------------
Craig S. Compton
/s/ Richard C. Guiton Director August 21, 1995
---------------------------------
Richard C. Guiton
/s/ Douglas F. Hignell Secretary and August 21, 1995
--------------------------------- Director
Douglas F. Hignell
/s/ Brian D. Leidig Director August 21, 1995
---------------------------------
Brian D. Leidig
<PAGE>
/s/ Wendell J. Lundberg Director August 21, 1995
---------------------------------
Wendell J. Lundberg
/s/ Donald E. Murphy Director August 21, 1995
---------------------------------
Donald E. Murphy
/s/ Rodney W. Peterson Director August 21, 1995
---------------------------------
Rodney W. Peterson
/s/ Alex A. Vereschagin, Jr. Chairman of the August 21, 1995
--------------------------------- Board and
Alex A. Vereschagin, Jr. Director
