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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _____)/*/
AUBURN BANCORP
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(Name of Issuer)
Common Stock, no par value
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(Title of Class of Securities)
050253103
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(CUSIP Number)
E.L. Herbert, Executive Vice President/General Counsel
ValliCorp Holdings, Inc., 8405 N. Fresno St., Fresno, CA 93720 - (209) 437-5700
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(Name, Address, and Telephone number of Person Authorized to Receive Notices and
Communications)
March 27, 1996
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this statement [X]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of less than five percent of such class.
See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
/*/The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purposes of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP NO. 050253103 13D PAGE 2 OF 2 PAGES
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
VALLICORP HOLDINGS, INC., I.R.S. Identification
No. 77-0029483
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
4
WC
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
5
[_]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
DELAWARE
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SOLE VOTING POWER
7
NUMBER OF ZERO
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
251,175 (See Item 5)
OWNED BY
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EACH SHARED DISPOSITIVE POWER
9
REPORTING ZERO
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
ZERO
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
451,161 (See Item 5)
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
(See Instructions) [_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
37.3%
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TYPE OF REPORTING PERSON (See Instructions)
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CO
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Item 1. Security and Issuer.
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This statement relates to the common stock, no par value (the "Shares"), of
Auburn Bancorp, a California corporation (the "Issuer"), which has its principal
executive offices at 540 Wall Street, Auburn, California 95603.
Item 2. Identity and Background.
-----------------------
This statement is being filed by ValliCorp Holdings, Inc., a Delaware
corporation ("ValliCorp"), with its principal executive offices at 8405 North
Fresno Street, Fresno, California 93720. ValliCorp is a bank holding company
primarily engaged in the banking business through its wholly-owned California
state chartered banking subsidiary, ValliWide Bank.
The name, business or residence address, and present principal occupation
or employment (including the name, principal business and address of any
corporation or other organization in which employment is conducted) of each of
the executive officers and directors of ValliCorp are set forth below. All of
the executive officers and directors of ValliCorp are United States citizens.
<TABLE>
<CAPTION>
Principal Occupation or
Name and Association with Employment and Name of Address of Employer
ValliCorp Employer Organization Organization
- ------------------------- ----------------------- -------------------
<S> <C> <C>
William A. Benneyan, Managing Partner of Benart 211 N. Stevenson
Director Group of Companies and which Visalia, CA 93291
specializes in real estate
investments
</TABLE>
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<TABLE>
<S> <C> <C>
Lucineia S. Donnelley, Executive Vice President/ 8405 N. Fresno Street
Executive Vice President/ Administration and Operations Fresno, CA 93720
Administration and Operations of ValliCorp and its principal
subsidiary, ValliWide Bank
Edwin L. Herbert, Executive Vice President/ 8405 N. Fresno Street
Executive Vice President/ General Counsel of ValliCorp Fresno, CA 93720
General Counsel
Louis H. Herwaldt, President of Herwaldt 6286 N. Blackstone Ave.
Director Automotive Group, Inc., vehicle Fresno, CA 93710
sales
J. Mike McGowan, President/Chief Executive 8405 N. Fresno Street
President/Chief Executive Officer of ValliCorp and of Fresno, CA 93720
Officer and Director ValliCorp's principal subsidiary,
ValliWide Bank
Patrick J. Mon Pere, President and Chief Executive 3457 W. Shaw Ave.
Chairman of the Board and Officer of Patrick James, Inc., a Fresno, CA 93711
Director men's retail clothing firm
Wolfgang T.N. Muelleck, Executive Vice President/Chief 8405 N. Fresno Street
Executive Vice President/Chief Financial Officer of ValliCorp Fresno, CA 93720
Financial Officer and ValliCorp's principal
subsidiary, ValliWide Bank
Lorenzo Tony Ortega, Ph.D., Associate Professor of 9001 Stockdale Highway
Director Management, School of Bakersfield, CA 93309
Business at California State
University, Bakersfield
Alan H. Pierrot, M.D., Retired Orthopedic surgeon; 6107 N. Fresno, #101
Director General partner and Founder of Fresno, CA 93710
the Fresno Surgery Center, a
mini hospital dedicated to the
care of the elective surgery
patient
Steven C. Pumphrey, Executive Vice President/Chief 8405 N. Fresno Street
Executive Vice President/Chief Credit Officer of ValliCorp and Fresno, CA 93720
Credit Officer its principal subsidiary,
ValliWide Bank
V. Eugene Ross, Real estate developer and 2541 Green Acres Drive
Director business owner Visalia, CA 93291
Michael J. Ryan, Jr., Ryan Farms, a diversified 5039 N. Van Ness
Director farming venture, and personal Fresno, CA 93711
investments and real estate
</TABLE>
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<TABLE>
<S> <C> <C>
Larry A. Shehadey, Owner of Producers Dairy 144 E. Belmont
Director Foods, Inc., Shehadey Fresno, CA 93701
Properties, and LAS
Transportation
Jerry K. Stanners, Business consultant, immediate 7238 Meadowbrook Ln.
Director past President, Chief Executive Bakersfield, CA 93309
Officer and a Director of
Freymiller Trucking, Inc.
John H. Tait, Executive Vice President/Sales 8405 N. Fresno Street
Executive Vice President/Sales and Service of ValliCorp's Fresno, CA 93720
and Service of ValliWide Bank principal subsidiary, ValliWide
Bank
Charles L. Tingey, Chairman of the Board of 1310 E. Shaw Ave.
Director Directors and principal Fresno, CA 93710
stockholder of Charles Tingey
Associates, Inc., a commercial
industrial real estate brokerage
firm
</TABLE>
During the last five (5) years, none of ValliCorp or its executive officers
or directors has been (a) convicted in a criminal proceeding (excluding traffic
violations and similar misdemeanors), or (b) a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgement, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
ValliCorp's beneficial interest in the Shares which are the subject of this
filing arise from (a) a Shareholder Agreement executed by nine (9) principal
shareholders of the Issuer in favor of ValliCorp, whose names, residence or
business addresses, and
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principal occupation or employment are listed below (the "Bound Shareholders")
and (b) an Investment Agreement entered into between the Issuer and ValliCorp
with respect to 199,986 Shares as to which ValliCorp has been granted an option
to acquire all or part for $10.00 per Share or $1,999,860 in the aggregate if
the option to all of such Shares is exercised.
The Shareholder Agreement and the Investment Agreement were executed and
delivered in connection with the execution and delivery by ValliCorp of that
certain Agreement and Plan of Reorganization dated as of March 27, 1996, between
ValliCorp and the Issuer (the "Merger Agreement").
The Shareholder Agreement requires that the Bound Shareholders vote their
shares (i) in favor of the Merger Agreement and the merger of Issuer with and
into ValliCorp as described in the Merger Agreement (the "Merger"), and (ii)
against any proposal or transaction which would in any manner impede, frustrate,
prevent, or nullify the Merger or the Merger Agreement. Each of the Bound
Shareholders is a United States citizen.
<TABLE>
<CAPTION>
Principal Occupation or
Employment and Name of
Name and Number of Shares Employer Organization Address
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<S> <C> <C>
John G. Briner Director, President and Chief 540 Wall Street
67,287 Shares Executive Officer of Issuer Auburn, CA 95603
Paul Brocker General Contractor and Cashier 540 Wall Street
6,046 Shares of the Issuer Auburn, CA 95603
D. Dwight Odom, M.D. Former Gynecologist and 335 Kilham Rd.
46,927 Shares President of D. Dwight Odom, Auburn, CA 95603
M.D., Inc. (Chairman of the
Board of Issuer)
</TABLE>
6
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<TABLE>
<CAPTION>
Principal Occupation or
Employment and Name of
Name and Number of Shares Employer Organization Address
- ------------------------- --------------------- --------
<S> <C> <C>
Thomas E. Propp Managing Partner, CFO and 431 Olive Orchard Dr.
6,933 Shares CPA of Tate, Propp, Beggs & Auburn, CA 95603
Sugimoto, an accountancy
corporation (Director of Issuer)
Donald L. Robinson Owner and President of Don 2145 Grass Valley Hwy.
14,033 Shares Robinson Sand & Gravel, Inc. Auburn, CA 95603
and Don Robinson
Construction, Inc. (Director of
Issuer)
Harry E. Sands Retired. Former business P.O. Box 298
37,192 Shares executive (Director of Issuer) Auburn, CA 95604
Virgil R. Traynor, D.V.M. Veterinarian and Owner of 1055 Grass Valley Hwy.
15,009 Shares Edgewood Veterinary Clinic Auburn, CA 95603
(Director of Issuer)
Gary N. Weeks Owner and President of Marina 223 Lloyd St.
30,405 Shares Imports (Director of Issuer) Grass Valley, CA 95945
H. Roy Yamaski Landscape Architect, Owner 1130 Humbrey Way
27,343 Shares and President of Yamaski Auburn, CA 95603
Nursery
</TABLE>
The Investment Agreement gives ValliCorp the option to purchase certain
newly issued Shares of the Issuer on the occurrence of certain events therein
described. The funds for the purchase of Shares subject to the Investment
Agreement would be obtained from working capital funds of ValliCorp.
Item 4. Purpose of Transaction.
----------------------
The Merger Agreement was entered into as of March 27, 1996 by the Issuer
and ValliCorp. The Merger described in the Merger Agreement provides for the
merger of the Issuer with and into ValliCorp with ValliCorp being the surviving
corporation. By reason of the Merger, each of the Shares of the Issuer's Common
Stock outstanding is to be converted into the right to receive .8209 shares of
the Common Stock, par value One Cent ($.01) per
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share, of ValliCorp ("ValliCorp Shares"), as such conversion ratio may be
adjusted pursuant to the Merger Agreement.
Consummation of the Merger is subject to the satisfaction of certain
conditions, including approval of the transaction by the shareholders of the
Issuer and receipt of necessary approvals from regulatory authorities, including
the Federal Reserve Board.
A copy of the Merger Agreement is incorporated into this statement as
Exhibit "A." The description of the Merger Agreement set forth in this
statement is qualified in its entirety by reference to Exhibit "A."
In order to induce ValliCorp to enter into the Merger Agreement, certain
principal shareholders of the Issuer entered into the Shareholder Agreement,
which is also dated as of March 27, 1996. A copy of the form of the Shareholder
Agreement is incorporated into this statement as Exhibit "B." The description
of the Shareholder Agreement set forth in this statement is qualified in its
entirety by reference to Exhibit "A," which is incorporated herein by reference.
The original of the Shareholder Agreement was executed in the same form as
Exhibit "B" by the Issuer, by ValliCorp, and by the Bound Shareholders as to the
number of shares beneficially owned by each as set forth in Item 3 of this
statement.
The Shareholder Agreement provides, among other things, that the Bound
Shareholders will vote or cause to be voted the 251,175 Shares beneficially
owned by the Bound Shareholders (i) in favor of the Merger Agreement and (ii)
against any proposal or transaction which would in any manner impede, frustrate,
prevent, or nullify
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the Merger or the Merger Agreement or any of the other transactions contemplated
by the Merger Agreement.
The Shareholder Agreement also provides that its terms are binding upon any
person to whom legal or beneficial ownership of the Shares shall pass by
operation of law or otherwise and will extend to any shares acquired by the
Bound Shareholders after the execution thereof.
The purpose of obtaining the foregoing Shareholder Agreement is to cause
the Shares to be voted in favor of the Merger.
In order to facilitate the transactions contemplated by the Merger
Agreement, the Issuer granted ValliCorp an option (the "Option") to purchase up
to 199,986 Shares pursuant to the Investment Agreement, which is also dated as
of March 27, 1996. A copy of the form of the Investment Agreement is
incorporated into this statement as Exhibit "C." The description of the
Investment Agreement set forth in this statement is qualified in its entirety by
reference to Exhibit "A," which is incorporated herein by reference. The
original of the Investment Agreement was executed in the same form as Exhibit
"C" by the Issuer and ValliCorp.
The Option may be exercised by ValliCorp in whole or in part, at any time,
or from time to time, if any of the following circumstances occur: (a) any
entity, person, or group (other than ValliCorp), within the meaning of Section
13(b)(3) of the Exchange Act (a "Person"), commences, or files a registration
statement under the Securities Act with respect to, a tender offer or exchange
offer to purchase any Shares of the Issuer such that, upon consummation of such
offer, such Person would own or control 10% or
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more of the then outstanding Shares; (b) the Issuer or any subsidiary of the
Issuer authorizes, recommends, proposes, or publicly announces an intention to
authorize, recommend or propose, or enters into, an agreement with any Person to
(i) effect a merger, consolidation, or similar transaction involving Issuer or
any of its subsidiaries, (ii) sell, lease, or otherwise dispose of assets of
Issuer or its subsidiaries representing 10% or more of the consolidated assets
of Issuer and its subsidiaries, or (iii) issue, sell, or otherwise dispose of
securities representing 10% or more of the voting power of Issuer or any of its
subsidiaries (any of the foregoing an "Acquisition Transaction"); (c) any Person
acquires beneficial ownership or the right to acquire beneficial ownership, or
any group is formed which beneficially owns or has the right to acquire
beneficially ownership of, 10% or more of the then outstanding Shares; or (d)
the holders of Shares do not approve the Merger Agreement at the meeting of such
shareholders held for the purchase of voting on the Merger Agreement, or such
meeting is not held or is cancelled prior to termination of the Merger
Agreement, or Issuer's Board of Directors withdraws or modifies in any manner
adverse to ValliCorp the unanimous recommendation of Issuer's Board of
Director's with respect to the Merger Agreement, in each case after any Person
shall have (i) publicly announced a proposal, or publicly disclosed an intention
to make a proposal, to engage in an Acquisition Transaction, or (ii) filed an
application (or given an notice) under the Bank Holding Company Act of 1956, as
amended, or the Change in Bank Control Act of 1978 for approval to engage in an
Acquisition
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Transaction. Notwithstanding the foregoing, the Option may not be exercised if
either (A) any required governmental approvals have not been obtained with
respect to such exercise or if such exercise would violate any applicable
regulatory restrictions, or (B) at the time of exercise, ValliCorp is failing in
any material respect to perform or observe its covenants or conditions under the
Merger Agreement.
The Investment Agreement provides that ValliCorp may assign and transfer
the Option at any time after the Option becomes exercisable.
Item 5. Interest in Securities of the Issuer.
------------------------------------
(a) Under the terms of the Shareholder Agreement, the Bound Shareholders
have agreed to vote or cause to be voted the 251,175 Shares beneficially owned
by them in the manner specified in Item 4. Such amount is as of March 15, 1996,
and includes 5,350 shares subject to options held by Bound Shareholders that
were exercisable within 60 days of March 15, 1996. ValliCorp, therefore,
beneficially owns by reason of the Shareholder Agreement for purposes of Rule
13d-3 under the Exchange Act 251,175 Shares.
In addition, pursuant to the terms of the Investment Agreement,
ValliCorp has the right to acquire, under certain circumstances, 199,986 Shares,
which it therefore beneficially owns for purposes of Rule 13d-3, solely by
reason of its right to acquire such Shares pursuant to the Investment Agreement.
The total number of shares which ValliCorp beneficially owns for
purposes of Rule 13d-3 is 451,161 Shares, which is the
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total of the shares beneficially owned as described in the preceding two
paragraphs. The 451,161 Shares beneficially owned is 37.3% of the sum of the
shares of (i) the number of Shares of Issuer outstanding (1,004,955) as of March
15, 1996 according to Issuer's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995, (ii) the 5,350 Shares acquirable by Bound Shareholders
upon exercise of options held by them, and (iii) the 199,986 Shares issuable to
ValliCorp if the Option under the Investment Agreement were exercised.
(b) Unless and until the exercise of the Option to purchase Shares under
the Investment Agreement, ValliCorp does not have the power to vote or direct
the vote, or the power to dispose or direct the disposition of, the 199,986
Shares subject to the Option; however, ValliCorp has the right to dispose of its
rights under the Investment Agreement at such time as the Option becomes
exercisable. See Item 4 above.
ValliCorp has shared power to vote or direct the vote of 251,175
Shares subject to the Shareholder Agreement insofar as ValliCorp has the power
to vote and direct the vote of such Shares solely with respect to a vote by
shareholders of the Issuer to approve the Merger, the Merger Agreement, and the
transactions contemplated thereby and in opposition to any proposal or
transaction that would in any manner impede, frustrate, prevent, or nullify the
Merger, the Merger Agreement, or any of the other transactions contemplated
thereby.
The name, business or residence address, present occupation or
employment, and citizenship of each of the Bound
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Shareholders is set forth in Item 3 above. During the past five (5) years, none
of the Bound Shareholders has been (i) convicted in a criminal proceeding
(excluding traffic violations and similar misdemeanors) or (ii) a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as result of such proceeding was or is subject to a judgement, decree, or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
(c) Except as described above, neither ValliCorp nor any person named in
Paragraph 2 above owns beneficially any shares or has effected any transaction
in Shares during the sixty (60) days preceding the date of this statement.
(d) To the best knowledge of ValliCorp, the Shares which are subject to the
Investment Agreement have not been issued and therefore no persons presently
have the right to receive the dividends from, or the proceeds from the sale of,
such Shares. The Shareholder Agreement does not address the rights of the
parties thereto to receive the dividends from, and the proceeds from the sale
of, the Shares subject to such Agreement.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings, or Relationships with Respect
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to Securities of the Issuer.
- ---------------------------
Other than as indicated elsewhere in this statement, neither ValliCorp nor
any of the persons named in Item 2 hereof is a party to any contract,
arrangement, understanding, or relationship (legal
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or otherwise) with any person with respect to any securities of the Issuer,
including but not limited to, the transfer or voting of any of the Issuer's
securities, finders' fees, joint ventures, loan or option arrangements, puts or
calls, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
--------------------------------
The following are filed as exhibits to this statement:
Exhibit "A" - Merger Agreement (being the Agreement and Plan of
-----------
Reorganization between ValliCorp Holdings, Inc. and Auburn Bancorp, Inc. dated
as of March 27, 1996), which is Exhibit "B" to ValliCorp's Current Report on
Form 8-K (Commission File Number 18202) filed with the Commission with a Date of
Report of March 27, 1996, and which is incorporated herein from such filing;
Exhibit "B" - Form of Shareholder Agreement dated as of March 27, 1996,
-----------
which is Exhibit 9.1 included within Exhibit "A" and is incorporated herein from
the same filing referred to in the preceding paragraph;
Exhibit "C" - Form of Investment Agreement dated as of March 27, 1996,
-----------
which is Exhibit 9.2 included within Exhibit "A" and is incorporated herein from
the same filing referred to in the paragraph preceding the preceding paragraph.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete, and
correct.
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VALLICORP HOLDINGS, INC.
Dated: April 24, 1996 By: /s/ E.L. Herbert
--------------------------
E.L. Herbert
Executive Vice President/
General Counsel
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EXHIBIT INDEX
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<TABLE>
<CAPTION>
Exhibit
------- Description
Letter -----------
------
<C> <S>
"A" Merger Agreement (being the Agreement and
Plan of Reorganization between ValliCorp
Holdings, Inc. and Auburn Bancorp, Inc.
dated as of March 27, 1996)/(1)/
"B" Form of Shareholder Agreement dated as
of March 27, 1996/(2)/
"C" Form of Investment Agreement dated as
of March 27, 1996/(3)/
</TABLE>
- -----------------------------
(1) Incorporated herein by reference to ValliCorp's Current Report on Form
8-K (Commission Number 18202) bearing a Date of Report of March 27, 1996 (the
"March 27 Form 8-K"), where such Merger Agreement appears as Exhibit "B."
(2) Incorporated herein by reference to the March 27 Form 8-K, where such
Shareholder Agreement appears as Exhibit 9.1 within the Merger Agreement
appearing as Exhibit "B" to the March 27 Form 8-K.
(3) Incorporated herein by reference to the March 27 Form 8-K, where such
Investment Agreement appears as Exhibit 9.2 within the Merger Agreement
appearing as Exhibit "B" to the March 27 Form 8-K.
16
