<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 30, 1996
Registration No. 333-________
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
VALLICORP HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 77-0229483
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
8405 NORTH FRESNO STREET, FRESNO, CALIFORNIA 93720
(Address of Principal Executive Offices) (Zip Code)
VALLICORP HOLDINGS, INC. 1996 AUBURN 1982 INCENTIVE CONTINUATION STOCK OPTION
PLAN
(Full title of the plan)
E.L. HERBERT
EXECUTIVE VICE PRESIDENT/GENERAL COUNSEL
VALLICORP HOLDINGS, INC.
8405 NORTH FRESNO STREET
FRESNO, CALIFORNIA 93720
(209) 437-5705
(Name, address and telephone number, including area code, of agent for service)
---------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
TITLE OF EACH CLASS PROPOSED MAXIMUM PROPOSED MAXIMUM
OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
REGISTERED REGISTERED SHARE /(1)/ PRICE /(1)/ REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par 28,373 $16.875 $478,795 $165.00
value one cent ($.01)
per share............
---------------------------------------------------------------------------------------------------------------
</TABLE>
(1) This figure has been estimated solely for the purpose of determining the
registration fee. The figure was calculated pursuant to Rule 457(c) using
the average of the high and low prices for shares of the Company's Common
Stock as reported on The Nasdaq Stock Market on September 25, 1996.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan described herein.
- --------------------------------------------------------------------------------
This is page 1 of 36 pages.
The Exhibit Index is located at page 11.
1
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I are not
required to be filed with the Securities and Exchange Commission ("Commission")
as part of this Form S-8 Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The following documents filed by ValliCorp Holdings, Inc. (Commission
File No. 0-18202) (the "Company") with the Commission are incorporated herein by
reference and made a part hereof:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995.
2. The Company's Registration Statement under the Securities Act of
1933, as amended, No. 333-06411, which contains audited supplemental
consolidated financial statements for the year ended December 31, 1995.
3. The Company's Quarterly Reports on Form 10-Q for the three-month
periods ended March 31, 1996 and June 30, 1996.
4. The Company's Reports on Form 8-K dated February 2, 1996, March
22, 1996 and March 27, 1996 and an Amendment No. 1 on Form 8-K/A to the
Form 8-K bearing a Date of Report of February 2, 1996.
5. The description of the Common Stock contained in the Company's
Registration Statement filed pursuant to Section 12 of the Securities
Exchange Act of 1934 on Form 8-K dated November 30, 1989, and any amendment
or report filed for the purpose of updating such description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, after the date
of filing of this Registration Statement and prior to such time as the Company
files a post-effective amendment to this Registration Statement which indicates
that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
2
<PAGE>
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
-------------------------
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
--------------------------------------
Certain legal matters in connection with the sale of the shares of
Common Stock offered hereby will be passed upon for the Company by E.L. Herbert,
the Company's Executive Vice President, General Counsel and Secretary. As of
September 1, 1996, Mr. Herbert beneficially owned an aggregate of 10,081 shares
of Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
-----------------------------------------
As permitted by Sections 102 and 145 of the Delaware General
Corporation Law, the Registrant's certificate of incorporation eliminates a
director's personal liability for monetary damages to the Registrant and its
stockholders arising from a breach or alleged breach of a director's fiduciary
duty, except: (i) for any breach of the director's duty of loyalty to the
Registrant or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law, or (iv) for any transaction
from which the director derived an improper personal benefit. The effect of this
provision in the certificate of incorporation is to eliminate the rights of the
Registrant and its stockholders (through stockholders' derivative suits on
behalf of the Registrant) to recover monetary damages against a director for
breach of fiduciary duty as a director (including breaches resulting from
negligent or grossly negligent behavior) except in situations described above.
The directors and officers of the Registrant may be indemnified by the
Registrant pursuant to the provisions of Article VIII of its Bylaws, which read
as follows:
SECTION 1. RIGHT TO INDEMNIFICATION. Each person who was or is made
a party or is threatened to be made a party to or is involved in any action,
suit or proceeding, whether civil, criminal, administrative or investigative
("proceeding"), by reason of the fact that he or she or a person of whom he or
she is the legal representative, is or was a director or executive officer of
the Corporation or is or was serving at the request of the Corporation as a
director, officer or employee of another corporation, or of a partnership, joint
venture, trust or other enterprise, including service with respect to employee
benefit plans, whether the basis of such proceeding is alleged action in an
official capacity as a director or executive officer or in any other capacity
while serving as a director or executive officer, shall be indemnified and held
harmless by the Corporation to the fullest extent authorized by Delaware law, as
the same exists or may hereafter be amended (but, in the case of any such
amendment, only to the extent that such amendment
3
<PAGE>
permits the Corporation to provide broader indemnification rights than said Law
permitted the Corporation to provide prior to such amendment) against all
expenses, liability and loss (including attorneys' fees, judgments, fines, ERISA
excise taxes or penalties, amounts paid or to be paid in settlement and amounts
expended in seeking indemnification granted to such person under applicable law,
this Bylaw or any agreement with the Corporation) reasonably incurred or
suffered by such person in connection therewith and such indemnification shall
continue as to a person who has ceased to be a director or executive officer and
shall inure to the benefit of his or her heirs, executors and administrators;
provided, however, that, except as provided in Section 2 of this Article VIII,
the Corporation shall indemnify any such person seeking indemnity in connection
with an action, suit or proceeding (or part thereof) initiated by such person
only if such action, suit or proceeding (or part thereof) was authorized by the
Board of Directors of the corporation. Such right shall be a contract right and
shall include the right to be paid by the Corporation expenses incurred in
defending any such proceeding in advance of its final disposition; provided,
however, that, if the Delaware General Corporation Law then so requires, the
payment of such expenses incurred by a director or executive officer of the
Corporation in his or her capacity as a director or executive officer (and not
in any other capacity in which service was or is rendered by such person while a
director or executive officer, including, without limitation, service to an
employee benefit plan) in advance of the final disposition of such proceeding,
shall be made only upon delivery to the Corporation of an undertaking, by or on
behalf of such director or executive officer, to repay all amounts so advanced
if it should be determined ultimately that such director or executive officer is
not entitled to be indemnified under this Section or otherwise. For purposes of
this Article VIII, "executive officer" shall mean the President, Secretary,
Chief Financial Officer and any other officer who is so designated as such in a
resolution of the Board of Directors that expressly refers to this Article.
SECTION 2. RIGHT OF CLAIMANT TO BRING SUIT. If a claim under Section
1 is not paid in full by the Corporation within thirty (30) days after a written
claim has been received by the Corporation, the claimant may at any time
thereafter bring suit against the Corporation to recover the unpaid amount of
the claim and, if such suit is not frivolous or brought in bad faith, the
claimant shall be entitled to be paid also the expense of prosecuting such
claim. In making such claim, the claimant shall have the burden of proving that
the claimant has met the standards of conduct which make it permissible under
the Delaware General Corporation Law for the Corporation to indemnify the
claimant for the amount claimed. Neither the failure of the Corporation
(including its Board of Directors, independent legal counsel or its
shareholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is proper in the circumstances
because he or she has met the applicable standard of conduct set forth in the
Delaware General Corporation Law, nor an actual determination by the Corporation
(including its Board of Directors, independent legal counsel or its
shareholders), that the claimant has not met such applicable standard of
conduct, shall be a defense to the action or create a presumption that the
claimant has not met the applicable standard of conduct.
SECTION 3. NON-EXCLUSIVITY OF RIGHTS. The rights conferred on any
person in Section 1 and 2 shall not be exclusive of any other right which such
persons may have or hereafter
4
<PAGE>
acquire under any statute, provision of the Certificate of Incorporation, Bylaw,
agreement, vote of shareholders or disinterested directors or otherwise.
SECTION 4. INDEMNIFICATION CONTRACTS. The Board of Directors is
authorized to enter into a contract with any director, officer, employee or
agent of the Corporation, or any person serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, including employee
benefit plans, providing for indemnification rights equivalent to or, if the
Board of Directors so determines, greater than, those provided for in this
Article VIII.
SECTION 5. INSURANCE. The Corporation shall maintain insurance to
the extent that it is reasonably available and the premium costs are not
disproportionate to the amount of coverage provided, at its expense, to protect
itself and any such director or executive officer of the Corporation or another
corporation, partnership, joint venture, trust or other enterprise against any
such expense, liability or loss, whether or not the Corporation would have the
power to indemnify such person against such expense, liability or loss under the
Delaware General Corporation Law.
SECTION 6. EFFECT OF AMENDMENT. Any amendment, repeal or
modification of any provision of this Article VIII by the shareholders and the
directors of the Corporation shall not adversely affect any right or protection
of a director or officer of the Corporation existing at the time of such
amendment, repeal or modification.
SECTION 7. SETTLEMENT OF CLAIMS. The Corporation shall not be liable
to indemnify any director or executive officer under this Article VIII: (i) for
any amounts paid in settlement of any action or claim effected without the
Corporation's written consent, which consent shall not be unreasonably withheld;
or (ii) for any judicial award, if the Corporation was not given a reasonable
and timely opportunity, at its expense, to participate in the defense of such
action.
SECTION 8. SUBROGATION. In the event of payment under this Article
VIII, the Corporation shall be subrogated to the extent of such payment to all
of the rights of recovery of the indemnified party who shall execute all papers
required and shall do everything that may be necessary to secure such rights,
including, without limitation, the execution of such documents necessary to
enable the Corporation effectively to bring suit to enforce such rights.
SECTION 9. NO DUPLICATION OF PAYMENTS. The Corporation shall not be
liable under this Article VIII to make any payment in connection with any claim
made against the director or executive officer to the extent such director or
executive officer has otherwise actually received payment (under any insurance
policy, agreement, vote or otherwise) of the amounts otherwise indemnifiable
hereunder.
The Registrant's Bylaws provide for indemnification of legal
representatives, directors and executive officers of the Registrant or persons
serving at the request of the
5
<PAGE>
Registrant as a director, officer or employee of another corporation, or a
partnership, joint venture, trust or other enterprise, including service with
respect to employee benefits (an "Indemnitee"). Under the Bylaws, the Registrant
must indemnify an Indemnitee to the fullest extent permitted by Delaware law for
losses and expenses incurred in connection with actions in which the Indemnitee
is involved by reason of having been an Indemnitee of the Registrant. The
Registrant is also obligated to advance expenses an Indemnitee may incur in
connection with such actions before any resolution of the action and the
Indemnitee may sue to enforce his or her right to indemnification or advancement
of expenses.
The Registrant also maintains an insurance policy insuring its
directors and executive officers against liability for certain acts and
omissions while acting in their official capacities.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
-----------------------------------
Not applicable.
ITEM 8. EXHIBITS.
--------
The following exhibits have been filed (except where otherwise
indicated) as part of this Registration Statement.
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT
----------- -------
<S> <C>
(4) ValliCorp Holdings, Inc. 1996 Auburn 1982
Incentive Continuation Stock Option Plan
(5) Opinion of E.L. Herbert, Esq. as to validity
of securities registered
(23.1) Consent of Deloitte & Touche LLP,
independent auditors for the Registrant
(23.2) Consent of Ernst & Young LLP, former
independent auditors for the Registrant
(23.3) Consent of Price Waterhouse LLP, independent
auditors of Mineral King Bancorp, Inc.,
previously merged into the Registrant
(23.4) Consent of Grant Thornton LLP, independent
auditors for El Capitan Bancshares, Inc.,
previously merged into the Registrant
</TABLE>
6
<PAGE>
<TABLE>
<S> <C>
(23.5) Consent of E.L. Herbert, Esq. regarding
original opinion (contained in Exhibit 5)
(24) Power of Attorney
</TABLE>
ITEM 9. UNDERTAKINGS.
------------
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement to include
any material information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any material change
to such information in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934, and each filing of the Plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934, that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefor, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question
7
<PAGE>
whether such indemnification by it is against public policy as expressed in the
Act and will be governed by the final adjudication of such issue.
8
<PAGE>
SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Fresno, State of California, on this 27th day of
September, 1996.
VALLICORP HOLDINGS, INC.
(Registrant)
By: /s/
-------------------------------------
J. MIKE McGOWAN,
Chairman/Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Chairman of the Board of September 27, 1996
- --------------------------------------- Directors/Chief Executive
J. MIKE McGOWAN Officer (Principal Executive
Officer) and Director
/s/ Executive Vice President/ September 27, 1996
- --------------------------------------- Chief Financial Officer
WOLFGANG T.N. MUELLECK (Principal Financial and
Accounting Officer)
/s/ Vice Chairman of the Board September 27, 1996
- ---------------------------------------- and Director
PATRICK J. MON PERE
/s/ Director September 27, 1996
- -----------------------------------------
WILLIAM A. BENNEYAN
</TABLE>
9
<PAGE>
<TABLE>
<S> <C> <C>
- ----------------------------------------- Director September 27, 1996
LOUIS H. HERWALDT
/s/ Director September 27, 1996
- -----------------------------------------
LORENZO TONY ORTEGA, Ph.D.
/s/ President/Chief Operating September 27, 1996
- ----------------------------------------- Officer and Director
STEVEN C. PUMPHREY
/s/ Director September 27, 1996
- -----------------------------------------
V. EUGENE ROSS
/s/ Director September 27, 1996
- -----------------------------------------
MICHAEL J. RYAN, JR.
Director September 27, 1996
- -----------------------------------------
JERRY K. STANNERS
/s/ Director September 27, 1996
- ------------------------------------------
CHARLES L. TINGEY
</TABLE>
* J. MIKE McGOWAN hereby signs this Registration Statement on September
27, 1996, on behalf of each of the persons so indicated for whom he is attorney-
in-fact pursuant to a power of attorney filed herewith, which persons
constituted a majority of the members of the Registrant's Board of Directors.
/s/
-------------------------------------
J. MIKE McGOWAN
10
<PAGE>
EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
Exhibit No. Exhibit
----------- -------
<S> <C>
(4) ValliCorp Holdings, Inc. 1996 Auburn 1982
Incentive Continuation Stock Option Plan
(5) Opinion of E.L. Herbert, Esq. as to
validity of securities registered
(23.1) Consent of Deloitte & Touche LLP,
independent auditors for the Registrant
(23.2) Consent of Ernst & Young LLP, former
independent auditors for the Registrant
(23.3) Consent of Price Waterhouse LLP,
independent auditors of Mineral King
Bancorp, Inc., previously merged into the
Registrant
(23.4) Consent of Grant Thornton LLP,
independent auditors for El Capitan
Bancshares, Inc., previously merged into
the Registrant
(23.5) Consent of E.L. Herbert, Esq. regarding
original opinion (contained in Exhibit 5)
(24) Power of Attorney
</TABLE>
11
<PAGE>
EXHIBIT 4
VALLICORP HOLDINGS, INC.
1996 AUBURN 1982 INCENTIVE CONTINUATION STOCK OPTION PLAN
1. Background.
----------
(a) ValliCorp Holdings, Inc. (the "Company") and Auburn Bancorp
("Auburn") entered into an Agreement and Plan of Reorganization dated as of
March 27, 1996 (the "Merger Agreement"), which provides for the merger (the
"Merger") of Auburn with and into the Company.
(b) Section 7.10 of the Merger Agreement provides, in its
entirety, as follows:
"7.10 Stock Options.
-------------
(a) At and as of the Effective Time, ValliCorp shall assume each
and every outstanding option to purchase shares of Auburn Common
Stock ("Auburn Stock Option") and all obligations of Auburn under
the Auburn Stock Plans. Each and every Auburn Stock Option so
assumed by ValliCorp under this Agreement shall continue to have,
and be subject to, the same terms and conditions set forth in the
Auburn Stock Plans immediately prior to the Effective Time, except
that: (i) such Auburn Stock Option shall be exercisable for that
number of whole shares of ValliCorp Common Stock equal to the
product of (A) the number of shares of Auburn Common Stock that
were purchasable under such Auburn Stock Option immediately prior
to the Effective Time multiplied by (B) the Conversion Ratio,
rounded down to the nearest whole number of shares of ValliCorp
Common Stock; and (ii) the per share exercise price for the shares
of ValliCorp Common Stock issuable upon exercise of such Auburn
Stock Option shall be equal to the quotient determined by dividing
1
<PAGE>
(A) the exercise price per share of Auburn Common Stock at which such
Auburn Stock Option was exercisable immediately prior to the Effective
Time by (B) the Conversion Ratio. At the Effective Time, ValliCorp
shall issue to each holder of an outstanding Auburn Stock Option a
document evidencing the assumption of such Auburn Stock Option by
ValliCorp pursuant to this Section 7.10.
(b) ValliCorp shall comply with the terms of the Auburn Stock Plans
and insure, to the extent required by, and subject to the provisions
of, such Plans, that Auburn Stock Options which qualify as incentive
stock options prior to the Effective Time qualify as incentive stock
options of ValliCorp after the Effective Time.
(c) At or prior to the Effective Time, ValliCorp shall take all
corporate action necessary to reserve for issuance a sufficient number
of shares of ValliCorp Common Stock for delivery upon exercise of
Auburn Stock Options assumed by it in accordance with this Section
7.10. At the Effective Time, or as soon as practicable thereafter,
ValliCorp shall file a registration statement on Form S-4 or Form S-8,
as the case may be (or any successor or other appropriate forms), or
another appropriate form with respect to the shares of ValliCorp
Common Stock subject to such options and shall use all reasonable
efforts to maintain the effectiveness of such registration statement
(and maintain the current status of the prospectus or prospectuses
contained therein) for so long as such options remain outstanding."
(c) The term "Effective Time", as used herein, shall mean the
effective time of the Merger as such term is defined in
2
<PAGE>
the Merger Agreement. The Effective Time occurred or is anticipated to occur on
or about September 13, 1996.
(d) As of the Effective Time, there were options for 34,565 shares of
common stock, no par value ("Auburn Common Stock"), of Auburn ("Auburn Stock
Options") outstanding under the Auburn Bancorp 1982 Incentive Stock Option Plan
(the "Auburn Plan").
(e) By way of this ValliCorp Holdings, Inc. 1996 Auburn 1982 Incentive
Continuation Stock Option Plan (the "Plan"), the Company is assuming the Auburn
Plan as of the Effective Time, with modifications to (i) reflect the
substitution of the Company for Auburn, (ii) reflect that the options to
purchase stock will be options to purchase the Common Stock, par value one cent
($.01) per share, of the Company ("Company Common Stock") with appropriate
adjustment for the Conversion Ratio determined according to the Merger
Agreement, (iii) reduce the number of shares available for distribution under
the Plan to the number of shares subject to outstanding Auburn Stock Options as
of the Effective Time, and (iv) make other appropriate revisions to the Auburn
Plan not inconsistent with the provisions of the Merger Agreement.
(f) The Plan has expired, with the effect that no additional options
may be granted under it. The Plan will, however, continue to govern options
outstanding at the Effective Time and assumed by the Company.
2. Purpose.
-------
The purpose of the Plan is to strengthen the Company and those corporations
which are or hereafter become subsidiary corporations of the Company by
providing an additional means of attracting and retaining competent managerial
personnel and by providing to participating officers and management level
employees added incentive for high levels of performance and for unusual efforts
to increase the earnings of the Company and any subsidiary corporations. The
Plan seeks to accomplish these purposes and achieve these results by providing a
means whereby such officers and management level employees may purchase shares
of the common stock of the Company pursuant to options granted in accordance
with this Plan.
3
<PAGE>
3. Administration.
--------------
This Plan shall be administered by a committee (the "Stock Option
Committee") consisting of certain members of the Board of Directors who from
time to time shall be selected by the Board; provided, however, none of the
members of the Stock Option Committee may receive Options under the Plan. Any
action of the Stock Option Committee with respect to the administration of the
Plan shall be taken pursuant to a majority vote, or to the unanimous written
consent, of its members. If no Stock Option Committee is selected, the Board of
Directors as a whole, except for members who have been or are to be granted
Options under the Plan, shall act as such Committee. Vacancies occurring in the
membership of the Committee shall be filled by appointment by the Board of
Directors.
Subject to the express provisions of the Plan, the Stock Option Committee
shall have the authority to construe and interpret the Plan, and to define the
terms used therein, to prescribe, amend and rescind rules and regulations
relating to administration of the Plan, to determine the duration and purposes
of leaves of absence which may be granted to participants without constituting a
termination of employment for purposes of the Plan, and to make all other
determinations necessary or advisable for administration of the Plan.
Determinations of the Stock Option Committee on matters referred to in this
section shall be final and conclusive.
4. Incentive Stock Options.
-----------------------
Options granted under this Plan are intended to be qualified under Section
422 of the Internal Revenue Code, as amended from time to time (the "Code").
Each stock option agreement shall contain such terms and provisions as the Stock
Option Committee may determine to be necessary in order to qualify such option
as an incentive stock option within the meaning of Section 422 of the Code.
5. Participation.
-------------
Full-time salaried officers and management level employees of the Company
or of a subsidiary corporation (as that term is defined in Section 424(f) of the
Code), shall be eligible for
4
<PAGE>
selection to participate in the Plan. No director of the Company who is not also
a full-time salaried officer or employee of the Company or a subsidiary
corporation, may be granted an Option hereunder. Subject to the express
provisions of the Plan, the Stock Option Committee shall select from the
eligible class of employees and make recommendations to the Board of Directors
concerning the individuals to whom Options shall be granted, the terms and
provisions of the respective Option agreements (which need not be identical),
the times at which such Options shall be granted, and the number of shares
subject to each Option. An individual who has been granted an Option may, if he
or she is otherwise eligible, be granted additional Options if the Board of
Directors shall so determine.
The Board of Directors shall determine the individuals who shall receive
Options and the terms and provisions of the Options, and shall grant such
Options to such individuals. Notwithstanding the above, however, the Board of
Directors may delegate to the Stock Option Committee the power to determine the
individuals who shall receive Options, the terms and provisions of such Options,
and to grant Options to such individuals.
No officer or management level employee of the Company or of a subsidiary
corporation (as defined in Section 424(f) of the Code) shall be granted an
Option under this Plan, if such person at the time of the grant owns more than
10 percent of the total combined voting power of all classes of stock of the
Company or of its parent or subsidiary corporation (as defined in Section 422 of
the Code); however, such person may be granted an Option under this Plan
provided that at the time of the grant of the Option, the Option price is at
least 110 percent of the fair market value of the stock subject to the Option
and such Option by its terms is not exercisable after the expiration of five
years from the date such Option is granted.
6. Stock Subject to the Plan.
-------------------------
Subject to adjustments as provided in Section 15 hereof, the stock to be
offered under the Plan shall be shares of the Company's authorized but unissued
Common Stock or Treasury Common Stock (hereinafter called "stock") and the
aggregate amount of stock to be delivered upon exercise of all Options granted
under the Plan shall not exceed 28,373 shares. If any Option shall
5
<PAGE>
expire for any reason without having been exercised in full, the unpurchased
shares subject thereto shall again be available for purposes of this Plan.
7. Annual Limit on Stock Options.
-----------------------------
The aggregate fair market value (determined as of the time the option is
granted) of stock for which the participant may be granted options in any
calendar year (under all such plans of the Company and its parent and subsidiary
corporation) shall not exceed $100,000 plus any unused limit carryover to such
year as provided in Section 422 of the Code.
8. Option Price.
------------
The purchase price of stock subject to each Option shall be determined by
the Board of Directors (or the Stock Option Committee if authorized), but shall
not be less than one hundred percent (100%) of the fair market value of such
stock at the time such Option is granted, except for officers or management
level employees who at the time of the grant own more than 10 percent of the
total combined voting power of all classes of stock of the Company or of its
parent or subsidiary corporation (as defined in Section 422 of the Code), in
which case, the purchase price of the stock shall not be less than 110 percent
of the fair market value of such stock at the time such option is granted. The
fair market value of such stock shall be determined in accordance with any
reasonable valuation method, including the valuation methods described in
Treasury Regulation Section 20.2031-2. The purchase price of any shares
purchased shall be paid-in-full in cash at the time of each said purchase.
9. Continuation of Employment.
--------------------------
Nothing contained in the Plan (or in any option agreement) shall obligate
the Company or any subsidiary corporation to employ any option holder
("optionee") for any period or interfere in any way with the right of the
Company or a subsidiary corporation to reduce the optionee's compensation.
6
<PAGE>
10. Exercise of Options.
-------------------
No option shall be exercisable during the first year after the time such
Option is granted and no Option shall be exercisable until all necessary
regulatory and shareholder approvals are obtained. Each Option shall be
exercisable in such installments, which need not be equal, and upon such
contingencies as the Board of Directors (or the Stock Option Committee, if
authorized) shall determine; provided, however, that if an optionee shall not in
any given installment period purchase all of the shares which the optionee is
entitled to purchase in such installment period, the optionee's right to
purchase any shares not purchased in such installment period shall continue
until expiration of such Option. No Option or installment thereof shall be
exercisable except with respect to whole shares and fractional share interests
shall be disregarded, except that they may be accumulated. Not less than ten
(10) shares may be purchased at one time unless the number purchased is the
total number which may be purchased under the Option. Options may be exercised
by written notice to the Company stating the number of shares with respect to
which the option is being exercised. Payment of the option price in full for the
number of shares to be delivered must be made in cash. Optionees will have no
rights as stockholders with respect to stock of the Company subject to their
Stock Option Agreements until the date of issuance of stock certificates to
them.
No Option granted under this Plan shall be exercisable while there is
outstanding any incentive Stock Option (as defined in Section 422 of the Code)
which was granted before the granting of any later Incentive Stock Option (with
respect to the same optionee) to purchase stock in the Company or a corporation
which (at the time of granting of such option) is a parent or subsidiary
corporation of the Company, or is a predecessor of any such corporation,
including the Company.
11. Non-transferability of Options.
------------------------------
Each Option shall, by its terms, be non-transferable by the optionee other
than by will or the laws of descent and distribution, and shall be exercisable
during his lifetime only by the optionee.
7
<PAGE>
12. Cessation of Employment.
-----------------------
Except as provided in Sections 13 and 23 hereof, if an optionee ceases to
be employed by the Company or a subsidiary corporation for any reason other than
his disability (as defined in Section 22(e)(3) of the Code) or death, the
optionee's Option shall expire not later than three (3) months thereafter.
During the period after cessation of employment, such Option shall be
exercisable only as to those installments, if any, which have accrued and/or
vested as of the date on which the optionee ceased to be employed by the Company
or a subsidiary corporation.
13. Termination of Employment for Cause.
-----------------------------------
If the Stock Option Agreement so provides and if an optionee's employment
by the Company or a subsidiary corporation is terminated for cause, the
optionee's Option shall expire immediately; provided, however, the Board of
Directors may, in its sole discretion, within thirty (30) days of such
termination, reinstate the Option by giving written notice of such reinstatement
to the optionee at the optionee's last known address. In the event of
reinstatement, the optionee may exercise the Option only to such extent, for
such time, and upon such terms and conditions as if he had ceased to be employed
by the Company or a subsidiary corporation upon the date of such termination for
a reason other than cause or death. Termination for cause shall include
termination for malfeasance or gross misfeasance in the performance of duties or
conviction of illegal activity in connection therewith or any conduct
detrimental to the interests of the Company or a subsidiary corporation, and, in
any event, the determination of the Board of Directors with respect thereto
shall be final and conclusive.
14. Disability or Death of Optionee.
-------------------------------
If any optionee dies while employed by the Company or a subsidiary
corporation, or during the three-month period referred to in Section 12 hereof,
the Option shall expire one (1) year after the date of such death, except as
provided in Section 23 hereof. After such death but before such expiration, the
persons to whom the optionee's rights under the Option shall have passed by will
or by the applicable laws of descent and distribution or the executor or
administrator of Optionee's estate shall have the
8
<PAGE>
right to exercise such Option to the extent that installments, if any, had
accrued and/or vested as of the date on which the optionee ceased to be employed
by the Company or a subsidiary corporation.
If the optionee shall terminate employment because of disability (as
defined in Section 22(e)(3) of the Internal Revenue Code of 1954, as amended
from time to time), the optionee may exercise this option to the extent he or
she is entitled to do so at the date of termination, at any time within 12
months of the date of termination, but in no event later than the expiration
date in the Option Agreement.
15. Adjustment Upon Changes in Capitalization.
-----------------------------------------
If the outstanding shares of the stock of the Company are increased,
decreased, or changed into, or exchanged for a different number or kind of
shares or securities of the Company through reorganization, merger,
recapitalization, reclassification, stock split-up, stock dividend, stock
consolidation, or otherwise, without consideration to the Company, an
appropriate and proportionate adjustment shall be made in the number and kind of
shares as to which Options may be granted. A corresponding adjustment changing
the number or kind of shares and the exercise price per share allocated to
unexercised Options, or portions thereof, which shall have been granted prior to
any such change shall likewise be made. Any such adjustment, however, in an
outstanding Option shall be made without change in the total price applicable to
the unexercised portion of the Option, but with a corresponding adjustment in
the price for each share subject to the Option. Any adjustment under this
section shall be made by the Board of Directors, whose determination as to what
adjustments shall be made, and the extent thereof, shall be final and
conclusive. No fractional shares of stock shall be issued or made available
under the Plan on account of any such adjustment and fractional share interests
shall be disregarded except that they may be accumulated.
16. Terminating Events.
------------------
Upon dissolution or liquidation of the Company, or upon a reorganization,
merger or consolidation of the Company with one or more corporations, the result
of which the Company is not the
9
<PAGE>
surviving corporation, or upon a sale of substantially all the assets of the
Company to another corporation, the Plan shall terminate. However, prior to
termination optionees shall have the right to exercise their options as to all
shares granted them that have not been previously exercised, unless the Company
has made special provision in the Employment Agreement of employees who have
been granted an Option, or provision is made in connection with such transaction
for assumption of Options theretofore granted, or substitution for such Options
of new options covering stock of a successor employer corporation, or a parent
or subsidiary corporation thereof, solely at the discretion of such successor
corporation or parent or subsidiary corporation with appropriate adjustments as
to number and kind of shares and prices. Nothing in this section shall prohibit
optionees from otherwise exercising their vested options prior to the
terminating events as discussed above.
Adjustments under this section shall be made by the Board of Directors,
whose determination as to what adjustments shall be made, and the extent
thereof, shall be final and conclusive. No fractional shares of stock shall be
issued under the Plan on account of any such adjustment and all calculations of
the number of shares to be available under the Plan or any option shall be
rounded down by ignoring the fraction.
17. Amendment and Termination.
-------------------------
The Board of Directors of the Company may at any time suspend, amend, or
terminate the Plan and may, with the consent of optionee, make such modification
of the terms and conditions of the Option as it shall deem advisable; provided
that, except as permitted under the provisions of Sections 15 or 16 hereof, no
amendment or modification which would:
(a) increase the maximum number of shares which may be purchased
pursuant to Options granted under the Plan either in the aggregate
or by an individual;
(b) change the minimum option price;
(c) increase the maximum term of Options provided for herein; or
10
<PAGE>
(d) permit Options to be granted to anyone other than an officer or
management level employee of the Company or a subsidiary
corporation,
may be adopted without the Company having first obtained any necessary
regulatory approvals and any shareholder approvals required by law.
No Option shall be granted during any suspension or after termination of
the Plan. Amendment, suspension, or termination of the Plan shall not (except
as otherwise provided in Section 16 hereof), without the consent of the
optionee, alter or impair any rights or obligations under any Option theretofore
granted.
18. Time of Granting Options.
------------------------
The time an Option is granted, sometimes referred to as the date of grant,
shall be the day of the action of the Board of Directors (or action of the Stock
Option Committee, if authorized) described in the second paragraph of Section 5
hereof; provided, however, that if appropriate resolutions of the Board of
Directors (or the Stock Option Committee, if authorized) indicate that an Option
is granted as of and on some future date, the time such Option is granted shall
be such future date. If action by the Board of Directors (or the Stock Option
Committee, if authorized) is taken by unanimous written consent of its members,
the action of the Board of Directors (or the Stock Option Committee) shall be
deemed to be at the time the last Board (or Stock Option Committee) member signs
the consent.
19. Privileges of Stock Ownership; Securities Law Compliance; Notice of
-------------------------------------------------------------------
Sale.
- ----
No optionee shall be entitled to the privileges of stock ownership as to
any shares of stock not actually issued and delivered. No shares shall be
purchased upon the exercise of any option unless and until all then applicable
requirements of any regulatory agencies having jurisdiction and all applicable
requirements of any exchanges upon which stock of the Company may be listed,
shall have been fully complied with. The optionee shall give the Company notice
of any sale or disposition of any such shares not more than five (5) days after
such sale or disposition.
11
<PAGE>
20. Effective Date of the Plan.
--------------------------
The amendments to the Auburn Plan incorporated within and to create this
Plan shall become effective at the Effective Time.
21. Termination.
-----------
Unless previously terminated by the Board of Directors, the Plan shall
terminate at the close of business on a date ten (10) years from the earlier of
the date of approval by the Company's outstanding shares or the date of adoption
of this Plan. No Options shall be granted under the Plan thereafter, but such
termination shall not affect any Option theretofore granted. The Plan has
expired with respect to the granting of additional options.
22. Option Agreement.
----------------
Each Option shall be evidenced by a written Stock Option Agreement executed
by the Company and the optionee and shall contain each of the provisions and
agreements herein specifically required to be contained therein, and such other
terms and conditions as are deemed desirable and are not inconsistent with the
Plan.
23. Option Period.
-------------
Each Option and all rights and obligations thereunder shall expire on such
date as the Board of Directors (or the Stock Option Committee, if authorized)
may determine, but not later than ten (10) years from the date such Option is
granted, and shall be subject to earlier termination as provided elsewhere in
the Plan.
24. Exculpation and Indemnification.
-------------------------------
To the extent permitted by applicable law in effect from time to time, no
member of the Board of Directors or Stock Option Committee shall be liable for
any action or omission of any other member of the Board of Directors or Stock
Option Committee nor for any act or omission on the member's own part, except
the member's own willful misconduct or gross negligence. The Board of Directors
of the Company and its subsidiary corporations shall
12
<PAGE>
pay expenses incurred by, and satisfy a judgment or fine rendered or levied
against, a present or former director or member of the Stock Option Committee in
any action brought by a third party against such person (whether or not the
Company is joined as a party defendant) to impose a liability or penalty on such
person while a director or member of the Stock Option Committee arising with
respect to the plan or administration thereof or out of membership on the Stock
Option Committee or by the Company, or all or any combination of the preceding;
provided the Board of Directors determines in good faith that such director or
member was acting in good faith, within what such director or member reasonably
believed to be the scope of his or her employment or authority and for a purpose
which he or she reasonably believed to be in the best interests of the Company
or its shareholders. Payments authorized hereunder include amounts paid and
expenses incurred in settling any such action or threatened action. This section
does not apply to any action instituted or maintained in the right of the
Company by a shareholder or holder of a voting trust certificate representing
shares of the Company or any subsidiary corporation thereof. The provisions of
this section shall apply to the estate, executor, administrator, heirs, legatees
or devisees of a director or member of the Stock Option Committee, and the term
"person" as used in this section shall include the estate, executor,
administrator, heirs, legatees or devisees of such person.
25. Agreement and Representations of Optionee.
-----------------------------------------
Unless the shares of stock covered by this Plan have been registered with
the Securities and Exchange Commission, each optionee shall, by accepting an
Option, represent and agree, for himself and his transferees by will or the laws
of descent and distribution, that all stock will be acquired for investment and
not for resale or distribution. Upon such exercise of any portion of an Option,
the person entitled to exercise the same shall, upon request of the Company,
furnish evidence satisfactory to the Company (including a written and signed
representation) to the effect that the stock is being acquired in good faith for
investment and not for resale or distribution. Such representation shall be
identical to the form of the letter attached hereto as Exhibit "A". Furthermore,
the Company, at its sole discretion, may take all reasonable steps, including
13
<PAGE>
affixing the following legends on certificates embodying the shares:
The shares represented by this certificate have not been registered
under the Securities Act of 1933 and may not be sold, pledged,
hypothecated or otherwise transferred or offered for sale in the
absence of an effective registration statement with respect to them
under the Act or a written opinion of counsel for the optionee which
opinion shall be acceptable to counsel for ValliCorp Holdings, Inc.
that registration is not required.
to assure itself against any sale or distribution by the optionee which does not
comply with this Plan or any federal or state securities laws.
In the event that the optionee at any time contemplates the disposition of
any of the stock (whether by sale, exchange, gift or other form of transfer), he
will first notify the Company of such proposed disposition and will thereafter
cooperate with the Company in complying with all applicable requirements of law
which, in the opinion of the Company, must be satisfied prior to the making of
such disposition. Before consummating such disposition, optionee agrees to
provide to the Company an opinion of optionee's counsel, of which both such
opinion and such counsel shall be satisfactory to the Company, that such
disposition will not result in a violation of any state or federal securities
laws or regulations. The Company agrees to remove any legend affixed to the
certificates embodying the shares pursuant to this Section 25 when all of the
restrictions on the transfer of the shares, whether imposed by this Plan or
federal or state law, have terminated.
14
<PAGE>
ADOPTION OF PLAN AND RESERVATION OF SHARES
For valuable consideration, including the promises set forth and the
consideration provided for in the Merger Agreement, as defined in the foregoing
Plan, and effective as of the Effective Time described in the foregoing Plan and
defined in the Merger Agreement, the undersigned Company does hereby adopt the
foregoing Plan, does hereby reserve 28,373 shares of its Common Stock for
issuance upon the exercise of options under the Plan, and agrees to notify its
transfer agent of such reservation.
Executed on September 13, 1996, in Fresno, California, effective as of the
Effective Time set forth in the foregoing Plan.
"Company"
VALLICORP HOLDINGS, INC.
By:/s/
----------------------------
E.L. HERBERT
Title: Executive Vice President,
General Counsel and
Secretary
15
<PAGE>
EXHIBIT 5
September 13, 1996
VALLICORP HOLDINGS, INC.
8405 North Fresno Street
Fresno, CA 93720
RE: VALLICORP HOLDINGS, INC. 1996 AUBURN 1982
INCENTIVE CONTINUATION STOCK OPTION PLAN -
ISSUANCE OF SHARES
Ladies and Gentlemen:
This letter is written in connection with the Registration Statement
on Form S-8 (the "Registration Statement") to be filed with the Securities and
Exchange Commission (the "Commission"), pursuant to the Securities Act of 1933,
as amended (the "Securities Act"), for the purpose of registering an additional
28,373 shares (the "Shares") of common stock, $.01 par value (the "Common
Stock"), of ValliCorp Holdings, Inc. (the "Company"), to be offered, sold and
issued pursuant to ValliCorp Holdings, Inc. 1996 Auburn 1982 Incentive
Continuation Stock Option Plan (the "Plan").
For purposes of rendering the opinion expressed below, I have examined
and relied upon originals, or copies certified to my satisfaction, of such
records, documents, certificates of public officials and officers of the
Company, and other documents and instruments as I have deemed appropriate.
In conducting my examination, I have assumed, without investigation,
the genuineness of all signatures, the correctness of all certificates, the
authenticity of all documents submitted to me as originals, the conformity to
original documents of all documents submitted to me as certified or photostatic
copies and the authenticity of the originals of such copies, and the accuracy
and completeness of all records made available to me by the Company. In
rendering my opinion below, I have assumed, without investigation, that any
certificate or other document on which I have relied that was given or dated
earlier than the date
<PAGE>
of this letter continued to remain accurate insofar as relevant to such opinion,
from such earlier date through and including the date of this letter. I have
assumed, without investigation, that the certificates representing the Shares
(the "Certificates"), when executed and delivered, will not deviate in substance
or materially in form from the unexecuted specimen copy of the certificate
examined by me. In addition, I have assumed, without investigation, the accuracy
of the representations and statements as to factual matters made in the
Registration Statement and in the prospectus to be delivered pursuant to Rule
428 under the Securities Act to each employee of the Company eligible to
participate in the Plan (the "Prospectus"), and the accuracy of representations
and statements as to factual matters made by the officers and employees of the
Company and public officials.
The opinion expressed below is subject, without investigation, to the
following assumptions:
A. The Registration Statement will become automatically effective on
the day of the filing thereof with the Commission pursuant to Rule 462 under the
Securities Act, and, together with any subsequent amendments thereto, will
continue to remain effective under the Securities Act, throughout all periods
relevant to the opinion expressed below.
B. The Prospectus will fulfill, and, together with any subsequent
amendments or supplements thereto, will continue to fulfill all of the
requirements of the Securities Act, throughout all periods relevant to the
opinion expressed below.
C. The resolutions of the board of directors of the Company
authorizing the adoption of the Plan, any amendment to the Plan, or the offer,
sale and issuance of the Shares pursuant to the Plan (the "Authorizing
Resolutions") will not be revoked or rescinded, and no amendment, modification,
or other alteration of the Authorizing Resolutions will cause such resolutions,
as amended, to deviate materially in substance from the provisions of the
Authorizing Resolutions as in effect on the date hereof.
D. All offers, sales and issuances of the Shares will be made in a
manner (i) which complies with the terms, provisions and conditions described in
the Prospectus and any amendments or supplements to the Prospectus, and (ii)
which is within the scope of the Authorizing Resolutions.
<PAGE>
E. All offers, sales and issuances of the Shares will be made in
accordance with the terms, provisions and conditions of the Plan, and the
Certificates will be duly executed on behalf of the Company by its Chief
Executive Officer and Secretary, and delivered in accordance with the Plan.
F. All offers, sales and issuances of the Shares will comply with the
securities laws of the states having jurisdiction thereover.
G. At all times relevant to the opinion set forth below, the Company
has been and will remain in good standing in Delaware and in each foreign
jurisdiction where qualification is required.
H. No subsequent amendment, modification or other alteration of the
Plan, the Prospectus or the Registration Statement will cause the terms,
provisions and conditions relating to the offer, sale and issuance of the Shares
pursuant thereto to deviate materially in substance from said terms, provisions
and conditions as described therein on the date hereof.
I. The Shares will be issued for consideration having a value of not
less than the par value of the Common Stock.
The opinion expressed below is subject to the following
qualifications:
(a) The opinion expressed below is limited to the matters expressly
set forth in this opinion letter, and no opinion is to be implied or may be
inferred beyond the matters expressly so stated.
(b) I disclaim any obligation to update this opinion letter for events
occurring after the date of this opinion letter.
(c) The opinion expressed below is limited to the effect of the
General Corporation Law of the State of Delaware; accordingly, no opinion is
expressed with respect to the laws of any other jurisdiction, or the effect
thereof, on the offer, sale or issuance of the Shares.
<PAGE>
Based upon and subject to the foregoing, I am of the opinion that the
Shares, when issued as described below, will be validly issued, fully paid and
nonassessable.
* * *
I hereby consent to the filing of this opinion letter as an exhibit to
the Registration Statement. This opinion letter is rendered solely for your
benefit in connection with the Registration Statement. Except as provided in
this opinion letter, without my prior written consent, this opinion letter may
not be: (i) relied upon by any other person or for any other purpose; (ii)
quoted in whole or in part or otherwise referred to in any report or document;
or (iii) furnished (the original or copies thereof) to any other person.
Sincerely,
E.L. Herbert
Executive Vice President
General Counsel
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
ValliCorp Holdings, Inc. on Form S-8 of our report dated June 17, 1996 (which
includes an emphasis paragraph relating to the restatement of the supplemental
consolidated financial statements for poolings of interests subsequent to the
date of the historical financial statements and includes an explanatory
paragraph referring to the 1994 change in method of accounting for securities)
appearing in Registration Statement No. 333-06411 of Vallicorp Holdings, Inc. on
Form S-4.
Deloitte & Touche LLP
September 25, 1996
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
-------------------------------
We consent to the reference to our firm in the Registration Statement (Form
S-8) pertaining to the ValliCorp Holdings, Inc. 1996 Auburn 1982 Incentive
Continuation Stock Option Plan and to the incorporation by reference therein of
our report dated January 18, 1994 with respect to the consolidated financial
statements of ValliCorp Holdings, Inc. included in its Annual Report (Form 10-K)
for the year ended December 31, 1995 filed with the Securities and Exchange
Commission.
/s/ ERNST & YOUNG LLP
------------------------------
Ernst & Young LLP
Los Angeles, California
September 25, 1996
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Form S-8 Registration
Statement of ValliCorp Holdings, Inc. pertaining to its ValliCorp Holdings, Inc.
1996 Auburn 1982 Incentive Continuation Stock Option Plan of our report dated
February 10, 1994, with respect to the consolidated financial statements of
Mineral King Bancorp and its subsidiary which appears in the Annual Report on
Form 10-K of ValliCorp Holdings, Inc. for the year ended December 31, 1995.
PRICE WATERHOUSE LLP
LOS ANGELES, CALIFORNIA
SEPTEMBER 25, 1996
<PAGE>
EXHIBIT 23.4
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to ValliCorp Holdings, Inc. 1996 Auburn 1982 Incentive
Continuation Stock Option Plan our report dated January 19, 1996 with respect to
the consolidated financial statements of El Capitan Bancshares, Inc. and
subsidiary for the year ended December 31, 1995 appearing in the ValliCorp
Holdings, Inc.'s Amendment No. 1 on Form 8-K/A dated February 2, 1996.
Grant Thornton LLP
Stockton, California
September 26, 1996
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints each of J. MIKE McGOWAN, WOLFGANG T.N. MUELLECK and EDWIN L. HERBERT,
as his true and lawful attorney and agent, with full power of substitution, to
sign a Registration Statement on Form S-8 to be filed with the Securities and
Exchange Commission relating to the 1996 Auburn 1982 Incentive Continuation
Stock Option Plan of VALLICORP HOLDINGS, INC. (the "Company"), and the offering
of shares of the Company's Common Stock and interests in the Plan in connection
therewith, and to do any and all acts and things and to execute any and all
instruments for him and in his name in the capacities indicated below, which
said attorneys and agents, or either of them, may deem necessary or advisable to
enable the Company to comply with the Securities Act of 1933, as amended, and
any rules, regulations and requirements of the Securities and Exchange
Commission, in connection with such Registration Statement, including,
specifically, but without limitation, power and authority to sign for each of
the undersigned and in the capacities indicated below, any and all amendments
(including post-effective amendments) to such Registration Statement on Form S-
8; and each of the undersigned hereby ratifies and confirms all that the said
attorneys and agents, or either of them, shall do or cause to be done by virtue
of this Power of Attorney.
Executed below by the following persons in the capacities and on the
dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Chairman of the Board of August 15, 1996
- ---------------------- Directors, Chief Executive
J. MIKE McGOWAN Officer and Director
/s/ Vice Chairman of the Board August 15, 1996
- ---------------------- of Directors and Director
PATRICK J. MON PERE
/s/ Director August 15, 1996
- ----------------------
WILLIAM A. BENNEYAN
- ---------------------- Director August 15, 1996
LOUIS H. HERWALDT
</TABLE>
[SIGNATURES CONTINUED ON NEXT PAGE]
1
<PAGE>
<TABLE>
<S> <C> <C>
/s/ Director August 15, 1996
- -----------------------
LORENZO TONY ORTEGA
/s/ President, Chief August 15, 1996
- ----------------------- Operating Officer
STEVEN C. PUMPHREY and Director
/s/ Director August 15, 1996
- -----------------------
V. EUGENE ROSS
/s/ Director August 15, 1996
- -----------------------
MICHAEL J. RYAN, JR.
Director August 15, 1996
- ----------------------
JERRY K. STANNERS
/s/ Director August 15, 1996
- ----------------------
CHARLES L. TINGEY
</TABLE>
2
