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):
April 8, 1996
SUNRISE BANCORP
(exact name of registrant as specified in its charter)
California 0-10773 94-2819328
(State or other jurisdiction (Commission File (I.R.S. Employer
of Incorporation) Number) Identification No.)
5 Sierragate Plaza, Roseville, CA 95678
(Address of principal executive offices) (Zip code)
(916) 783-2800
(Registrant's telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year,
if changed since last report)
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Item 5. Other Events
On April 8, 1996, Sunrise Bancorp (the "Company") and ValliCorp
Holdings, Inc. ("ValliCorp") jointly announced that they had signed
a nonbinding letter of intent calling for Sunrise to merge into
Vallicorp. Under the terms of the nonbinding letter of intent, it
is proposed that each outstanding share of the Company's common stock
would be converted into a right to receive ValliCorp common stock or
cash aggregating $20,600,000, which was approximately 1.25 times the
book value of the Company at December 31, 1995 ($4.55 per share), for
all outstanding shares. The amount of cash that ValliCorp may pay in
the transaction would not exceed 50% of the total consideration paid.
The transaction is intended to be a tax-free reorganization and
accounted for as a purchase transaction. In addition to customary
conditions to completion of transactions of similar type and size,
the letter of intent specifies certain conditions relating to
Sunrise's loan portfolio, loan loss reserve and capital, that must
be met before the transaction would be completed.
The letter of intent is an expression of ValliCorp's intent and is
not binding except as to the provisions (i) requiring both parties to
obtain the other's consent before disclosing the terms of the letter
of intent except for such disclosures as the parties' respective
counsel deems necessary to comply with applicable laws and to nego-
tiate in good faith to complete a definitive merger agreement and
(ii) subject to the payment by ValliCorp of a $250,000 "good faith"
deposit (the "Deposit"), prohibiting Sunrise from discussing a
potential sale with any other party and from soliciting or enter-
taining competing offers from third parties until June 1, 1996, unless
in the opinion of Sunrise's counsel such discussions or negotiations
are required to fulfill fiduciary obligations of Sunrise's directors.
The Deposit is to be refunded to ValliCorp (i) upon the execution of
a definitive agreement, (ii) if, after ValliCorp's due diligence
review, the conditions to the completion of the transaction specified
in the letter of intent may not reasonably be expected to be met, or
(iii) if Sunrise fails to negotiate in good faith a definitive merger
agreement. If Sunrise enters into any agreement with, or solicits an
offer from another party in violation of its agreement not to do so,
Sunrise must refund the Deposit to ValliCorp and pay ValliCorp an
additional $250,000. ValliCorp will forfeit the Deposit to Sunrise
if the definitive agreement is not executed before June 1, 1996, or
if Vallicorp fails to negotiate in good faith the definitive agreement.
Completion of the transaction is subject to, among other things, each
party's conclusion of a satisfactory due diligence investigation of
the other party, execution of a definitive agreement including various
terms and conditions to closing, approval of each party's Board of
Directors, approval of the Company's shareholders, qualification of
the transaction as a tax-free reorganization, and applicable regulatory
approvals. Assuming the proposed merger proceeds under the letter of
intent, ValliCorp intends to complete the transaction by the end of
December 1996.
<PAGE>
Item 7. Financial Statements and Exhibits
(c) Exhibits
99 - Press release dated April 8, 1996
<PAGE>
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.
SUNRISE BANCORP
Date: April 15, 1996 /s/ Harold G. Giomi
Harold G. Giomi
President and Chief Executive Officer
<PAGE>
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.
SUNRISE BANCORP
Date: April 15, 1996
HAROLD G. GIOMI
Harold G. Giomi
President and Chief Executive Officer
<PAGE> EXHIBIT INDEX
Exhibit No. Description of Exhibits
99 Press release dated April 8, 1996
<PAGE>
FOR IMMEDIATE RELEASE: April 8, 1996
CONTACT:
ValliCorp Holdings, Inc.
Wolfgang T.N. Muelleck
Executive Vice President & Chief Financial Officer
(209) 437-5700
Sunrise Bancorp
Hal Giomi
President & Chief Executive officer
(916) 783-2700
VALLICORP HOLDINGS AND SUNRISE BANCORP
ANNOUNCE MERGER PLANS
Fresno, CA -- Vallicorp Holdings, Inc. (NASDAQ:VALY) and Sunrise Bancorp
(NASDAQ: SRBC) today jointly announced the intention to merge. The companies
have signed a letter of intent calling for Vallicorp to acquire the outstanding
shares of Sunrise. Under the terms of the letter of intent, Sunrise share-
holders would receive ValliCorp common stock and cash aggregating $20.6
million, approximately 1.25 times the book value of Sunrise at December 31,
1995 ($4.55 per Sunrise share).
The proposed transaction is planned to be structured as a tax-free exchange
and to be accounted for using the purchase method. The parties intend to
complete the merger by the end of December 1996. Completion of the merger
is subject to, among other things, execution of a definitive agreement and
Sunrise shareholder and regulatory approval. The letter of intent obligates
Sunrise not to solicit or entertain competing offers until June 1, 1996 to
permit the parties to conduct due diligence, negotiate and execute the
definitive agreement.
Sunrise has assets of approximately $120 million at December 31, 1995 with 2
branches in Sacramento and Placer Counties. ValliCorp Holdings, Inc. is the
largest supercommunity banking company based in Central California with assets
of $1.3 billion and 54 full-service branches.
EXHIBIT 99
