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 (Date of earliest event reported): January 5, 1998
VRB Bancorp
(Exact Name of Registrant as specified in its charter)
Oregon 000-25932 93-0892559
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.
of incorporation)
110 Pine St., Rogue River, Oregon 97537
Address of Principal Executive Office Zip Code
Registrant's telephone number including area code 541-582-3216
(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets
On January 5, 1998, the registrant, through its wholly-owned subsidiary,
Valley of the Rogue Bank ("VRB"), completed the acquisition of Colonial Banking
Company ("Colonial Bank"), an Oregon banking corporation with principal offices
in Grants Pass, Oregon. Prior to the acquisition, Colonial Bank operated five
branch offices in southern Oregon, one of which, in Rogue River, is to be
consolidated with VRB's main office.
Pursuant to a Stock Option Agreement, dated July 24, 1997, between VRB and
shareholders of Investors Banking Corporation ("IBC"), a registered bank holding
company and 81% shareholder of Colonial Bank, VRB acquired all of the
outstanding shares of IBC. Following liquidation of IBC, VRB effected a
statutory merger of Colonial Bank into VRB.
The terms and conditions of the acquisition, including the consideration,
were negotiated at arms-length, and were previously reported in a registration
statement on Form S-1 (Commission file no. 333-37167) relating to a public
offering of 1,150,000 shares of the registrant's common stock. The proceeds of
the offering provided approximately $8.8 million of the consideration for the
acquisition, with the balance coming from VRB's other cash resources.
Consideration for the acquisition of Colonial Bank was paid in cash, and
totalled approximately $17.3 million, including $12.6 million paid to
shareholders and holders of stock options of IBC and $3.1 million paid to
minority shareholders of Colonial Bank. Prior to the closing of the acquisition,
Colonial Bank paid approximately $1.6 million to cancel outstanding options to
acquire Colonial Bank stock.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired.
Audited financial statements of Colonial Banking Company for the years
ended December 31, 1995, 1996, and 1997, are not yet available and will be filed
by amendment to this Form 8-K as soon as practicable and no later than sixty
days from the date this Form 8-K is required to be filed.
(b) Pro Forma Financial Information.
Pro forma financial statements of the registrant reflecting the acquisition
of Colonial Bank are not yet available, and will be filed by amendment to this
Form 8-K as soon as practicable and no later than sixty days from the date this
Form 8-K is required to be filed.
(c) Exhibits.
2.1 Stock Option Agreement, dated July 24, 1997, by and among Valley of
the Rogue Bank and the shareholders of Investors Banking Corporation *
2.2 Plan of Merger, dated September 30, 1997, by and between Valley of the
Rogue Bank and Colonial Banking Company *
23.1 Consent of Moss Adams LLP (to be filed by amendment)
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* Incorporated by reference to the registrant's registration statement
on Form S-1 (Commission file number 333-37167) as declared effective
by the Commission on November 12, 1997.
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.
VRB BANCORP
(Registrant)
Dated: January 15, 1998 By: /s/ Tom Anderson
Tom Anderson,
Executive Vice President
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EXHIBIT INDEX
2.1 Stock Option Agreement, dated July 24, 1997, by and among Valley of the
Rogue Bank and the shareholders of Investors Banking Corporation *
2.2 Plan of Merger, dated September 30, 1997, by and between Valley of the
Rogue Bank and Colonial Banking Company *
23.1 Consent of Moss Adams LLP (to be filed by amendment)
* Incorporated by reference to the registrant's registration statement on
Form S-1 (Commission file number 333-37167) as declared effective by the
Commission on November 12, 1997.
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