TRICO BANCSHARES /
8-K, 1996-10-25
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                       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 October 16, 1996                   Commission file number 0-10661
               ----------------                                          -------

                                TRICO BANCSHARES
             (Exact name of registrant as specified in its charter)


            California                                               94-2792841
(State or other jurisdiction                                   (I.R.S. Employer
incorporation or organization)                               Identification No.)

                 15 Independence Circle, Chico, California 95973
               (Address of principal executive offices) (Zip code)

Registrant's telephone number, including area code                  916/898-0300


(Former name, former address and former fiscal year, if changed since last
 report)


<PAGE>



Item 2.  Acquisition of Assets

On October 16, 1996 TriCo Bancshares,  Chico,  California acquired Sutter Buttes
Savings Bank, F.S.B. of Yuba City, California. On the date of acquisition Sutter
Buttes  Savings  Bank was  merged  with and into  Tri  Counties  Bank,  the sole
subsidiary of TriCo Bancshares. The Acquisition Agreement set the purchase price
at  $3,896,000  to be adjusted  for income and certain  other  specified  events
occurring  between  March 31, 1996 and the date of closing.  The final  purchase
price  totaled  $4,170,629.  Shareholders  of Sutter  Buttes  common  stock will
receive  approximately  $2,036,118  or 49% in cash and 102,868  common shares of
TriCo  Bancshares  with a value of $2,134,511  based on a $20.75 average closing
market price of TriCo stock for the ten days preceding the closing date.

At close of business  on the closing  date,  Sutter  Buttes had assets  totaling
$64,210,000,  loans of $60,815,000,  deposits of $56,023,000  and  shareholders'
equity  of  $3,449,000.   On  September  30,  1996  TriCo  had  assets  totaling
$621,039,000, deposits of $525,000,000 and shareholders' equity of $56,057,000.

Item 7.  Financial Statements and Exhibits

Preparation of financial  statements as required to be filed in connection  with
the acquisition have been delayed due to the resignation of Sutter Buttes' chief
financial officer.  Required  financial  statements will be filed when available
and not later than 60 days from the date of this filing.


                                   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.

                                                                TRICO BANCSHARES

Date     October 23, 1996                        /s/        Robert M. Stanberry
    -----------------------                       -----------------------------
                                                         Vice President and CFO



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