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: June 30, 1997
SIERRAWEST BANCORP
(Exact Name of Registrant as Specified in its Charter)
California
(State of Incorporation)
File No. 0-15450
(Commission File No.)
68-0091859
(IRS Employer
Identification No.)
10181 Truckee-Tahoe Airport Road, Truckee, CA 96160-9010
(Address of Principal Executive Offices)
Registrant's Telephone Number: (916) 582-3000
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Item 5. Other Events
On June 30, 1997, the acquisition of Mercantile Bank ("Mercantile") by
SierraWest Bancorp (the "Company") and the subsequent merger of Mercantile with
and into the Company's wholly-owned subsidiary, SierraWest Bank ( "SWB"), became
effective as of 11:59 p.m. Pacific Time. The merger was approved by a majority
of Mercantile's shareholders on May 27, 1997.
Under the terms of the Merger Agreement between SWB and Mercantile dated June
26, 1997, each share of Mercantile was exchanged for the right to receive
$20.0035 per share. The total value of the cash and stock transaction was $6.74
million, consisting of $3.3 million in cash and the balance in common stock of
the Company.
Mercantile, a business bank primarily servicing the commercial and real estate
loan industry, had total assets of $43 million and total equity of $5 million at
June 30, 1997. SWB recorded an intangible asset of $1.9 million as a result of
the merger.
Item 7. Financial Statements and Exhibits
(c) Exhibits
2.1 Merger Agreement between SierraWest Bank and Mercantile Bank
dated June 26, 1997.
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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.
SierraWest Bancorp
(Registrant)
Dated: July 9, 1997 By:/s/ David C. Broadley
Truckee, California David C. Broadley
EVP/Chief Financial Officer
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Exhibit 2.1
MERGER AGREEMENT
This merger agreement ("Merger Agreement") dated as of June 26,
1997 between SierraWest Bank ("Subsidiary"), a California banking corporation,
and Mercantile Bank ("Mercantile"), a California banking corporation, is entered
into as follows:
Section 1. Outstanding Shares.
(a) Mercantile is a California banking corporation authorized by the
California State Banking Department. Mercantile has 1,000,000 authorized shares
of no par value common stock of which 336,980 are outstanding. Mercantile has no
outstanding shares of preferred stock, options or warrants.
(b) Subsidiary is a California banking corporation authorized by the
California State Banking Department. Subsidiary has 10,000,000 authorized shares
of common stock of which 1,248,041 are outstanding. Subsidiary has no
outstanding shares of preferred stock, options or warrants.
Section 2. The Merger.
Mercantile shall be merged into Subsidiary ("Merger"). Subsidiary shall
be the surviving corporation (the "Surviving Corporation").
Section 3. Conversion of Shares.
Upon consummation of the Merger, (i) each outstanding share of
Mercantile, other than shares held by shareholders who perfect their rights as
dissenting shareholders under California law, shall be converted into the right
to receive the exchange amount of $20.0035 per share ("Per Share Exchange
Amount") comprised of a Cash Component of 50% and a Stock Component consisting
of common stock of SierraWest Bancorp, which is the parent of Subsidiary, valued
at 50%, in accordance with and subject to the limitations on an election
described in Section 4 below; and (ii) the outstanding shares of Subsidiary
shall remain the outstanding shares of the Surviving Corporation and are not
affected by the Merger; and there will be no other outstanding shares, options,
warrants or other stock rights issued to acquire any shares of Mercantile.
Section 4. Terms of Cash/Stock Election.
The Exchange Amount will be allocated to the Stock Component and the Cash
Component in accordance with the following election and procedures (the
"Cash/Stock Election").
Mercantile shareholders may elect to receive the Exchange Amount in either
all SierraWest Bancorp shares or all cash. If no election is made, the
shareholder will receive cash equal to 50% and stock of a value equal to 50% of
the Per Share Exchange Amount for each share, subject to adjustment as described
below.
The aggregate Exchange Amount for all Mercantile shareholders shall
consist one-half (but not to exceed $3,300,500) of cash and the balance of
common stock of SierraWest
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Bancorp. The Cash/Stock Election is subject to the limitation that the aggregate
Cash Component for all Mercantile shareholders may not be more than $3,300,500.
If the aggregate Cash Component is undersubscribed, the unsubscribed portion of
the minimum aggregate Cash Component will be allocated pro rata (by number of
shares) among all Mercantile shareholders except those electing to receive all
cash; if the aggregate Cash Component is oversubscribed, the Cash Component of
each Mercantile shareholder electing to receive cash will be reduced pro rata
(by number of shares) among Mercantile shareholders receiving cash. The total of
the Cash Component and the Stock Component will always equal the Exchange
Amount. Mercantile shareholders will receive cash in lieu of fractional shares
of SierraWest Bancorp.
Mercantile shareholders who make a Cash/Stock Election have no assurance
that they will in fact receive all cash or all stock. They will receive cash or
stock in excess of 50% of the Per Share Exchange Amount per share only to the
extent excess cash or stock is available under the limitation set forth above.
Section 5. Articles of Incorporation and By-Laws.
(a) The Articles of Incorporation of Subsidiary shall, upon the Effective
Date, be the Articles of Incorporation of the Surviving Corporation. It is the
intention of the parties that the Merger will be treated as a tax free
reorganization pursuant to Section 368 of the Internal Revenue Code.
(b) The By-Laws of Subsidiary, as they exist on the Effective Date, shall
be the By-Laws of the Surviving Corporation until the same are amended.
Section 6. Exchange of Shares.
The conversion of shares as provided in the Merger Agreement shall occur
automatically upon the Effective Date without action by the holders thereof.
Each holder of Mercantile Shares shall on or after the Effective Date surrender
each certificate representing Mercantile Shares to the Exchange Agent appointed
by the parties and shall be entitled to receive in exchange therefor the Per
Share Exchange Amount.
Section 7. Effect of Merger And Effective Date.
The effect of the Merger and the Effective Date of the Merger are as
prescribed by law.
Section 8. Officers and Directors.
The officers and directors of Subsidiary holding office on the Effective
Date shall be the officers and directors of the Surviving Corporation until
removed as provided by law or until the election of their respective successors.
Section 9. Acts of Merging Corporation.
Mercantile, as the merging corporation, shall from time to time, as and
when requested by the Surviving Corporation, execute and deliver all such
documents and instruments and take all such action necessary or desirable to
evidence or carry out this Merger.
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Section 10. Definitions.
All capitalized terms herein shall have the meanings ascribed to them in
this Merger Agreement; provided, however, if no meaning is separately ascribed
to such capitalized terms in this Merger Agreement, then such terms will have
the meanings ascribed to them in the Plan of Acquisition and Merger dated
January 23, 1997, among Mercantile, Subsidiary and SierraWest Bancorp.
In witness whereof the parties have executed this Merger Agreement.
MERCANTILE BANK
By: /s/Michael Burkart
Michael Burkart
President
By: /s/Denis R. Long
Denis R. Long
Secretary
SIERRAWEST BANK
By: /s/William T. Fike
William T. Fike
President
By: /s/A. Morgan Jones
A. Morgan Jones
Secretary
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