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: December 21, 1995
SIERRA TAHOE BANCORP
(Exact Name of Registrant as Specified in its Charter)
California File No. 0-15450 68-0091859
(State of Incorporation) (Commission File No.) (IRS Employer Identification No.)
10181 Truckee-Tahoe Airport Road, Truckee, California 96160-9010
(Address of Principal Executive Offices)
Registrant's Telephone Number (916) 582-3000
Item 5. Other Events
On December 27, 1995 the Company issued a press release announcing the adoption
of a Shareholder Protection Rights Plan (the "Plan"). Upon execution of the
Rights Agreement (the "Agreement") an additional Form 8-K will be filed,
providing a description of the Plan and will attach a copy of the executed
Agreement.
Item 7. Financial Statements and Exhibits
(c) Exhibits
28. Press release dated December 27, 1995
<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.
Sierra Tahoe Bancorp
(Registrant)
Dated: December 27, 1995 By /s/ David C. Broadley
Truckee, California David C. Broadley
Executive Vice President/
Chief Financial Officer
EXHIBIT 28
FOR: SIERRA TAHOE BANCORP
APPROVED BY: William T. Fike
President and Chief Executive Officer
(916) 582-3000
CONTACT: Morgen-Walke Associates
Doug Sherk, Jenifer Kirtland, David Gennarelli
(415) 296-7383
Elissa Grabowski, Jill Ruja
(212) 850-5600
For Immediate Release
SIERRA TAHOE BANCORP ADOPTS SHAREHOLDER PROTECTION RIGHTS PLAN
TRUCKEE, CA (December 27, 1995) - Sierra Tahoe Bancorp (Nasdaq: STBS) today
announced the adoption of a Shareholder Protection Rights Plan and declared a
dividend of one right for each outstanding share of the Company's common stock.
The Shareholder Protection Rights Plan is a dividend of rights to existing
stockholders to acquire stock of the Company and is designed to protect the
Company and its stockholders against abusive takeover attempts and tactics. In
essence, the rights plan would dilute the interests of an entity attempting to
take control of the Company if the attempt is not deemed by the Board of
Directors to be in the best interests of all stockholders. If the Board of
Directors determines that an offer is in the best interests of the stockholders,
the stock rights may be redeemed for nominal value, allowing the entity to
acquire control of the Company.
Until it is announced that a person or group has acquired 10% or more of
Sierra Tahoe Bancorp's common stock or commences a tender offer that will result
in such person or group owning 10% or more of Sierra Tahoe Bancorp's common
stock, the rights will be evidenced by the common stock certificates, and will
automatically trade with the common stock but will not be exercisable.
If any person or group acquires 10% or more of Sierra Tahoe Bancorp's
common stock, then each right will entitle its holder (other than the 10%
shareholder) to purchase Sierra Tahoe Bancorp common stock at half-price. The
rights plan was not adopted in response to any specific takeover proposal.
"The Company is successfully executing a business strategy of building
on our expertise in SBA lending and expanding our presence in our markets in
Northern California and Nevada," said William T. Fike, President and Chief
Executive Officer. "We believe these activities are positioning the Company for
growth and improved profitability that will result in enhanced value for our
shareholders. The purpose of the Shareholder Protection Rights Plan is to
enable the Company to move forward with its plans without the distraction of
tactics which may not maximize value forall Sierra Tahoe Bancorp shareholders."
Jerrold T. Henley, Chairman, said, "The Board is committed to enhancing
shareholder value. This decision was reached after consultation with investment
bankers and after considering the rights plan at several committee and Board
meetings."
Additional details of the Shareholder Rights Plan will be outlined in a
letter that will be mailed to all stockholders.
Sierra Tahoe Bancorp is a bank holding company, operating in Northern
California and Nevada through its subsidiary banks, Truckee River Bank in
Truckee, California and Sierra Bank of Nevada in Reno, Nevada.
