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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) August 14, 2000
VRB BANCORP
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(Exact name of registrant as specified in its charter)
Oregon 93-0892559
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
110 Pine St., P.O. Box 1046, Rogue River, Oregon 97537
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(Address of principal executive offices) (ZIP Code)
Registrant's telephone number, including area code (541) 582-4554
NOT APPLICABLE
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(Former name or former address,
if changed since last report.)
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INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
On August 14, 2000 the registrant and its wholly owned subsidiary, Valley of the
Rogue Bank, an Oregon chartered bank, entered into an Agreement and Plan of
Reorganization with Umpqua Holdings Corporation, an Oregon financial holding
company, and its wholly owned subsidiary, South Umpqua Bank, an Oregon chartered
bank, pursuant to which the registrant will, contingent upon certain conditions,
merge with and into Umpqua Holdings Corporation, with Umpqua Holdings
Corporation to be the surviving entity. Valley of the Rogue Bank will
simultaneously (and upon identical conditions) merge with and into South Umpqua
Bank, which at that time will be renamed Umpqua Bank. The material terms and
conditions of the merger are set forth in the joint press release of the
registrant and Umpqua Holdings Corporation dated August 15, 2000 and attached
hereto as Exhibit 99.1.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
N/A
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
N/A
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS
N/A
ITEM 5. OTHER EVENTS
N/A
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS
N/A
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
<TABLE>
<CAPTION>
Exhibit Description
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<S> <C>
99.1 Press Release dated August 15, 2000
</TABLE>
ITEM 8. CHANGES IN FISCAL YEAR
N/A.
ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S
N/A.
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SIGNATURES
Pursuant to the requirements of Section 13 of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
VRB BANCORP
DATE: August 17, 2000 BY: /s/ Felice I. Belfiore
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Felice I. Belfiore
Chief Financial Officer
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