As filed with the Securities and Exchange Commission on September 19, 1997.
Securities Act Registration No. 333 - 32893
Securities and Exchange Commission
Washington, D.C. 20549
Form S-4
Amendment No. 4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
SECURITY BANK HOLDING COMPANY
(Exact name of registrant as specified in its charter)
Oregon 6022 93-0800253
(State or jurisdiction of (Classification Code Number) (I.R.S. Employer
incorporation or organization) Identification No.)
170 S. Second St., P.O. Box 1350
Coos Bay, Oregon 97420 541-267-5356
(Address and telephone number of registrant's principal executive offices)
Charles D. Brummel, President and Chief Executive Officer
170 S. Second St., P.O. Box 1350
Coos Bay, Oregon 97420
541-267-5356
(Name, address and telephone number of agent for service)
Copies of all communications to:
Gordon E. Crim, Esq.
Kenneth E. Roberts, Esq.
Foster Pepper & Shefelman PLLC
101 S.W. Main St., 15th Floor
Portland, Oregon 97204
Approximate date of commencement of proposed sale of the securities to the
public: As soon as practicable after the Registration Statement becomes
effective
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box: |_|
The registrant hereby amends this registration statement on such date
or dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
PART II -- INFORMATION NOT REQUIRED IN PROSPECTUS
Item 20. Indemnification of Directors and Officers
As an Oregon corporation, SBHC is subject to the Oregon Business
Corporation Act (the "Business Corporation Act"). Under the Business Corporation
Act, a corporation may provide in its Articles of Incorporation or in its Bylaws
for the indemnification of directors and officers against liability where the
director or officer has acted in good faith and with a reasonable belief that
actions taken were in the best interests of the corporation or at least not
adverse to the corporation's best interests and, if in a criminal proceeding,
the individual had no reasonable cause to believe that the conduct in question
was unlawful. Under the Business Corporation Act, a corporation may not
indemnify an officer or director against liability in connection with a claim by
or in the right of the corporation in which such officer or director was
adjudged liable to the corporation or in connection with any other proceeding in
which the officer or director was adjudged liable for receiving an improper
personal benefit, however a corporation may indemnify against the reasonable
expenses associated with such proceeding. A corporation may not indemnify
against breaches of the duty of loyalty. The Business Corporation Act provides
for mandatory indemnification of directors against all reasonable expenses
incurred in the successful defense of any claim made or threatened whether or
not such claim was by or in the right of the corporation. A court may order
indemnification if it determines that the director or officer is fairly and
reasonably entitled to indemnification in view of all the relevant circumstances
whether or not the director or officer met the good faith and reasonable belief
standards of conduct set out in the statute. Unless otherwise stated in the
Articles of Incorporation, officers of the corporation are also entitled to the
benefit of the above statutory provisions.
The Business Corporation Act also provides that the corporation may, by
so providing in its Articles of Incorporation, eliminate or limit the personal
liability of a director to the corporation or its shareholders for monetary
damages for conduct as a director, provided that the Articles of Incorporation
may not eliminate or limit liability for any breach of the director's duty of
loyalty, acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, any unlawful distribution, or any
transaction from which the director received an improper personal benefit.
In accordance with Oregon law, the Articles of Incorporation of SBHC
provide that directors are not personally liable to the corporation or its
shareholders for monetary damages for conduct as a director, except for (i) any
breach of a director's duty of loyalty to the corporation, (ii) acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of the law, (iii) any distribution to shareholders which is unlawful,
or (iv) any transaction from which the director received an improper personal
benefit.
The Articles of Incorporation also provide for indemnification of any
person who is or was a party, or is threatened to be made a party, to any civil,
administrative or criminal proceeding by reason of the fact that the person is
or was a director or officer of the corporation or any of its subsidiaries, or
is or was serving at the request of the corporation as a director, officer,
partner, agent or employee of another corporation or entity, against expenses,
including attorneys' fees, judgments, fines and amounts paid in settlement,
actually and reasonably incurred by that person if (i) the person acted in good
faith and in a manner reasonably believed to not be opposed to the best
interests of the corporation, or (ii) the act or omission giving rise to such
action or proceeding is ratified, adopted or confirmed by the corporation, or
the benefit thereof was received by the corporation. Indemnification is
available under this provision of the Articles of Incorporation in the case of
derivative actions, unless the person is adjudged to be liable for gross
negligence or deliberate misconduct in the performance of the person's duty to
the corporation. To the extent a director, officer, employee or agent (including
an attorney) is successful on the merits or otherwise in defense of any action
to which this provision is applicable, the person is entitled to indemnification
for expenses actually and reasonably incurred by the person in connection with
that defense.
Item 21. Exhibits and Financial Statement Schedules
The exhibits filed with this registration statement are listed on the
Exhibit Index.
<PAGE>
Item 22. Undertakings
The undersigned registrant hereby undertakes that:
(A) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Act") 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, therefore, 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 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.
(B) For determining any liability under the Act, the registrant will
treat the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained
in a form of prospectus filed by the registrant under Rule 424(b)(1),
or (4), or 497(h) under the Act as part of this registration statement
as of the time the Commission declared it effective.
(C) For determining any liability under the Act, the registrant will
treat each post-effective amendment that contains a form of prospectus
as a new registration statement for the securities offered in the
registration statement, and that offering of the securities at that
time as the initial bona fide offering of those securities.
(D) The registrant will supply, by means of an post-effective amendment
all information concerning the transaction and the company being
acquired involved therein, that was not the subject of and included in
the registration statement when it became effective.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Coos Bay, State of
Oregon, on September 19, 1997.
SECURITY BANK HOLDING COMPANY
By:/s/Charles D. Brummel
Charles D. Brummel, President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement and Power of Attorney has been signed by the following
persons in the capacities indicated on September 19, 1997:
/s/Michael J. Delvin
Michael J. Delvin, Executive Vice President and Chief Financial Officer
/s/William A. Lansin* /s/Kenneth C. Messerle*
William A. Lansing, Director Kenneth C. Messerle, Director
/s/Glenn A. Thomas* /s/Charles D. Brummel
Glenn A. Thomas, Director Charles D. Brummel, Director
/s/Ronald R. LaFranchi*
Ronald R. LaFranchi, Director
/s/ Charles D. Brummel
*by Charles D. Brummel, Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
Exhibit
2.0 Agreement and Plan of Reorganization, dated July 9, 1997, by and
between Security Bank Holding Company and Pacific State Bank, and related Plan
of Merger.*
3.1 Articles of Incorporation of Security Bank Holding Company *
3.2 Bylaws of Security Bank Holding Company *
4.0 Specimen Common Stock Certificate *
5.0 Opinion of Foster Pepper & Shefelman PLLC regarding legality of shares
to be issued in Merger**
8.0 Opinion of Foster Pepper & Shefelman PLLC regarding tax matters
10.1 Commercial Lease Agreement, dated September 26, 1995, between George
L. and Mary E. Carter and Security Mortgage, a Division of Security Bank,
relating to the Eugene, Oregon, mortgage office *
10.2 Commercial Lease, dated November 18, 1988 between South Coast Center
and Security Bank, relating to the Brookings-Harbor branch *
10.3 Lease Agreement, dated November 1, 1978, between Philip J. and Ann
Keizer and Security Bank, relating to the North Bend branch, and Assignment of
Lease, dated July 25, 1986 *
10.4 Termination Allowance Agreement, dated September 28, 1981, and amended
December 15, 1988, between Security Bank and Charles D. Brummel *
10.5 Shareholders Agreement between Class A Common and Class B Common
Shareholders of Lincoln Security Bank *
10.6 1995 Stock Option Plan of Security Bank Holding Company *
10.7 1997 Directors Compensation Plan, incorporated by reference to the
registrant's registration statement on Form S-8 (file number 333-28095) as filed
with the Securities and Exchange Commission on May 30, 1997.*
10.8 Schedule of 1991 Incentive Bonus Plan *
10.9 Security Bank Phantom Stock Deferred Compensation Plan *
21.0 Subsidiaries of Security Bank Holding Company**
23.1 Consent of KPMG Peat Marwick LLP relating to Financial Statements of
Security Bank Holding Company**
23.2 Consent of KPMG Peat Marwick LLP relating to Financial Statements of
Pacific State Bank**
23.3 Consent of Columbia Financial Advisors (included in its opinion
attached as Appendix B to the Prospectus/Proxy Statement)**
23.4 Consent of Foster Pepper & Shefelman PLLC relating to opinion
regarding legality (included in Exhibit 5.0)**
<PAGE>
23.5 Consent of Foster Pepper & Shefelman PLLC relating to tax opinion
(included in Exhibit 8.0)
24.0 Powers of Attorney, included in the signature page to the Registration
Statement.**
99.1 Fairness Opinion of Columbia Financial Advisors (including in this
Registration Statement as Appendix B to the Prospectus/Proxy Statement**
99.2 Form of Proxy to be mailed to PSB shareholders**
99.3 Form of Proxy to be mailed to SBHC shareholders**
99.4 Deferred Compensation Agreement, dated December 16, 1995, between
Pacific State Bank and R.T. Green**
* Incorporated by reference to the registrant's registration statement on
Form SB-1 (File No. 33-80795) as declared effective by the Securities and
Exchange Commission on September 12, 1996.
** Previously filed.
EXHIBIT 8.0
September 18, 1997
Pacific State Bank
1975 Winchester Avenue
Reedsport, Oregon 97467
Security Bank Holding Company
170 South Second Avenue, Suite 200
Coos Bay, Oregon 97420
Re: Merger Pursuant to Agreement and Plan of Reorganization Among Security
Bank Holding Company and Pacific State Bank
Ladies and Gentlemen:
We have acted as counsel to Security Bank Holding Company, an Oregon
corporation ("Parent"), in connection with the proposed merger (the "Merger")
pursuant to the terms of the Agreement and Plan of Reorganization dated as of
July 9, 1997 (the "Merger Agreement") by and among Security Bank Holding Company
("Parent") and Pacific State Bank, an Oregon corporation ("Target"). Pursuant to
the Merger Agreement, Parent will cause to be incorporated PSB Interim Bank, an
Oregon corporation, and a wholly-owned subsidiary of Parent ("Sub"), and Sub
will merge with and into Target (the "Merger"). This opinion is being delivered
to you in connection with the filing of a registration statement (the
"Registration Statement") on Form S-4, which includes the Joint Proxy Statement
and Prospectus relating to the Merger Agreement. Except as otherwise provided,
capitalized terms not defined herein have the meanings set forth in the Merger
Agreement and the exhibits thereto or in the letter delivered to Foster Pepper &
Shefelman PLLC by Parent and Target containing certain representations of Parent
and Target relevant to the opinion (the "Representations Letters"). All section
references, unless otherwise indicated, are to the United States Internal
Revenue Code of 1986, as amended (the "Code").
You have requested our opinion regarding certain federal income tax
consequences of the Merger. In our capacity as counsel to Parent in the Merger,
and for purposes of rendering this opinion, we have examined and relied upon the
Registration Statement, the Merger Agreement and the exhibits thereto,
Affiliate's Agreements, the Representation Letters, and such other documents as
we considered relevant for purposes of this opinion. In our examination, we have
assumed the authenticity of all documents submitted to us as originals, the
accuracy of all documents submitted to us as copies and the authenticity of the
originals of such copies, the genuineness of signatures, and the legal capacity
of signatures.
We have assumed that all parties to the Merger Agreement and to any other
documents examined by us have acted, and will act, in accordance with the terms
of such Merger Agreement and documents and that the Merger will be consummated
at the Effective Date pursuant to the terms and conditions set forth in the
Merger Agreement without the
<PAGE>
Pacific State Bank
Security Bank Holding Company
September 18, 1997
Page 2
waiver or modification of any such terms and conditions. Furthermore, we have
assumed that all representations contained in the Merger Agreement, as well as
those representations contained in the Representation Letters, are, and at the
Effective Date will be, true and complete in all material respects, and that any
representation made in any of the documents referred to herein "to the best of
the knowledge and belief" (or similar qualification) of any person or party is
correct without such qualification. We have also assumed that as to all matters
for which a person or entity has represented that such person or entity is not a
party to, does not have, or is not aware of, any plan, intention, understanding,
or agreement, there is no such plan, intention, understanding, or agreement. We
have not attempted to verify independently such representations, but in the
course of our representation, nothing has come to our attention that would cause
us to question the accuracy thereof.
In rendering our opinion, we have considered the applicable provisions of
the Code, Treasury Regulations promulgated or proposed thereunder (the
"Regulations"), current published administrative positions of the Internal
Revenue Service ("Rulings"), and existing judicial authorities. New developments
in the Regulations, Rulings, judicial authorities or legislative changes
occurring after the Effective Date may have an adverse impact upon the opinions
expressed herein. Nevertheless, we undertake no responsibility to advise you of
any developments after the Effective Date in the application or interpretation
of the income tax laws of the United States.
Our opinion represents our best judgment of how a court would decide if
presented with the issues addressed herein and is not binding upon either the
Internal Revenue Service ("IRS") or any court. Thus, no assurances can be given
that a position taken in reliance on our opinion will not be challenged by the
IRS or rejected by a court.
This opinion addresses only the specific United States federal income tax
consequences of the Merger set forth below, and does not address any other
federal, state, local, or foreign income, estate, gift, transfer, sales, use, or
other tax consequences that may result from the Merger or any other transaction
(including any transaction undertaken in connection with the Merger). We express
no opinion regarding the tax consequences of the Merger to shareholders of
Target that are subject to special tax rules, and we express no opinion
regarding the tax consequences of the Merger arising in connection with the
ownership of options or warrants for Target stock.
On the basis of, and subject to the foregoing, and in reliance upon the
representations and assumptions described above, we are of the following
opinion:
1. The Merger will constitute a reorganization within the meaning of
Section 368(a)(1) of the Code and Parent, Sub and Target will be parties to such
reorganization within the meaning of Section 368(b);
<PAGE>
Pacific State Bank
Security Bank Holding Company
September 18, 1997
Page 3
2. No gain or loss will be recognized by Parent, Sub, or Target as a result
of the Merger;
3. No gain or loss will be recognized by the shareholders of Target upon
the exchange of Target stock solely for shares of Parent stock in the Merger,
except that gain or loss will be recognized on the receipt of cash, if any,
received in lieu of fractional shares;
4. Cash received by the shareholders of Target in lieu of fractional shares
of Parent stock will be treated as received as a distribution in redemption of
such fractional shares, subject to the provisions of Section 302 of the Code, as
if such fractional shares had been issued in the Merger and then redeemed by
Parent;
5. The tax basis of the shares of Parent stock received by the shareholders
of Target in the Merger will be equal to the tax basis of the shares of Target
stock exchanged therefor in the Merger, reduced by any basis allocable to a
fractional share of Parent stock treated as sold or exchanged under Section 302;
and
6. The holding period for the shares of Parent stock received by the
shareholders of Target will include the holding period for the shares of Target
stock exchanged therefor in the Merger, provided that the shares of Target stock
are held as capital assets at the Effective Date.
No opinion is expressed as to any federal income tax consequence of the
Merger except as specifically set forth herein, and this opinion may not be
relied upon except with respect to the consequences specifically discussed
herein.
This opinion is intended solely for the purpose of inclusion as an exhibit
to the Registration Statement and may be relied upon by Pacific State Bank and
its shareholders and Security Bank Holding Company and its shareholders. It may
not be relied upon for any other purpose or by any other person or entity, and
may not be made available to any other person or entity without our prior
written consent. We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and further consent to the use of our name in the
Registration Statement in connection with references to this opinion and the tax
consequences of the Merger. In giving this consent, however, we do not hereby
admit that we are in the category of persons whose consent is required under
Section 7 of the Securities Act of 1933, as amended.
Very truly yours,
/s/ Foster Pepper & Shefelman PLLC
FOSTER PEPPER & SHEFELMAN PLLC
