8-K

UNITED STATES

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) May 31, 2006

PLACER SIERRA BANCSHARES

(Exact name of registrant as specified in its charter)

California	0-50652	94-3411134
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

525 J Street, Sacramento, California	95814
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (916) 554-4750

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 7 – Regulation FD

Item 7.01 Regulation FD Disclosure.

The Company is furnishing (not filing) an investor slide presentation as Exhibit 99.1 on this Current Report on Form 8-K pursuant to Regulation FD.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(a) Financial statements of businesses acquired.

(b) Pro forma financial information.

(c) Shell Company Transactions.

(d) Exhibits.

Exhibit No.	Description of Exhibit
99.1	Investor Slide Presentation

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.

	Placer Sierra Bancshares
	(Registrant)
Date May 31, 2006
	/s/ David E. Hooston
	David E. Hooston Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
99.1	Investor Slide Presentation

EX-99.1

2006

Annual

Shareholders

Meeting

May 31, 2006

Exhibit 99.1

2

Forward

Looking

Information

Forward

Looking

Information

This presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and

Section

21E

of

the

Securities

Exchange

Act

of

1934,

as

amended

that

involve

inherent

risks

and

uncertainties,

including,

but

not

limited

to,

statements

relating

to

the

effect

of

the

proposed

merger

between

Placer

Sierra

Bancshares

(“Placer”

or

the

“Company”)

and

Southwest Community Bancorp (“Southwest”). All statements other than statements of historical fact are forward looking statements.

Placer

cautions

readers

that

a

number

of

important

factors

could

cause

actual

results

to

differ

materially

from

those

in

such

forward-

looking

statements.

Risks

and

uncertainties

include,

but

are

not

limited

to:

the

possibility

that

personnel

changes

will

not

proceed

as

planned; growth may be inhibited if Placer or Southwest cannot attract deposits, including low-cost deposits; revenues are lower than

expected or expenses are higher than expected; competitive pressure among depository institutions increases significantly; the cost of

additional capital is more than expected; changes in the interest rate environment reduces interest margins; general economic conditions,

either nationally or in the market areas in which Placer or Southwest does business, are less favorable than expected; changes that may

occur in the securities markets; Placer or Southwest may suffer an interruption of services from third-party service providers that could

adversely affect Placer or Southwest’s business; Placer or Southwest may not be able to maintain an effective system of internal and

disclosure controls; governmental approvals of the merger may not be obtained or adverse regulatory conditions may be imposed in

connection with governmental approvals of the merger; the shareholders of Placer and Southwest may fail to provide the required

approvals to consummate the merger; estimated cost savings from the merger cannot be fully realized within the expected time frame;

revenues

following

the

merger

are

lower

than

expected;

potential

or

actual

litigation

relating

to

Placer,

Southwest

or

the

merger

occurs;

costs or difficulties related to the integration of the businesses of Placer and Southwest are more than expected; legislation or changes in

regulatory

requirements

adversely

affect

the

businesses

in

which

Placer

would

be

engaged;

or

factors

occur

which

result

in

a

condition

to

the merger transaction not being met. Additional factors that could cause Placer’s or Southwest’s financial results to differ materially

from those described in the forward looking statements can be found in Placer and Southwest’s Annual Reports on Form 10-K for the

fiscal

year

ended

December

31,

2005

(under

the

headings

“Risk

Factors”

for

Placer

and

Southwest

respectively),

Quarterly

Reports

on

Form 10-Q and Current Reports on Form 8-K as filed with the SEC. Placer and Southwest undertake no obligation, and specifically

disclaim any obligation, to revise or publicly release any revision or update to these forward-looking statements to reflect events or

circumstances

that

occur

after

the

date

on

which

such

statements

were

made.

If

any

of

these

uncertainties

materializes

or

any

of

these

assumptions proves incorrect, Placer’s or Southwest’s results could differ materially from Placer’s expectations as set forth in these

statements.

3

Additional

Information

Additional

Information

This press release may be deemed to be solicitation material with respect to the proposed acquisition of Southwest and the issuance of

shares of common stock by Placer pursuant to the merger. In connection with the proposed transaction, Placer has filed a registration

statement on Form S-4 with the SEC which contains a definitive joint proxy statement/prospectus which has been distributed to the

respective shareholders of Placer and Southwest in connection with their vote on the merger. SHAREHOLDERS OF PLACER AND OF

SOUTHWEST ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS, THE REGISTRATION STATEMENT

AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, BECAUSE THEY CONTAIN IMPORTANT

INFORMATION ABOUT THE PROPOSED MERGER. Investors and security holders are urged to read the definitive joint proxy

statement/prospectus and any other relevant documents filed or to be filed by Placer or Southwest because they contain or will contain

important information about the proposed merger.  The Form S-4, and the definitive joint proxy statement/prospectus and any other

documents

filed

or

to

be

filed

by

Placer

or

Southwest

are,

or

will

be,

available

free

of

charge

at

the

SEC's

website,

www.sec.gov.

In

addition, investors may obtain free copies of the documents filed with the SEC (including the documents incorporated therein by

reference)

by

Placer

by

contacting

Placer’s

Corporate

Secretary

at

(916)

554-4750

or

by

visiting

Placer’s

website

at

http://www.plsb.com

or from Southwest by contacting Paul M. Weil, Vice Chairman, Corporate Secretary and General Counsel, telephone: (760) 438-1214 or

by

visiting

Southwest’s

website

at

http://www.swcbank.com.

Placer, Southwest and their respective directors and executive officers may be deemed to participate in the solicitation of proxies in

respect of the proposed transactions. Information regarding Placer’s directors and executive officers is available in Placer Sierra

Bancshares’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005, including the information incorporated therein

by reference from the definitive joint proxy statement/prospectus. Information regarding Southwest’s directors and executive officers is

available

in

Southwest’s

Annual

Report

on

Form

10-K

for

the

fiscal

year

ended

December

31,

2005,

as

amended,

which

was

filed

with

the SEC on March 16, 2006 and April 20, 2006. Additional information regarding the interests of such potential participants (including

the

addition

of

two

of

Southwest

Board

of

Directors’

members,

identified

above,

to

the

Board

of

Directors

of

Placer

following

the

merger) is included in the definitive joint proxy statement/prospectus as filed with the SEC.

4

Overview

of

Acquisition

of

Southwest

Community

Bancorp

Overview

of

Acquisition

of

Southwest

Community

Bancorp

Expected Closing Date:

June 9, 2006

Price per SWCB Share:

$38.97

Transaction Value:

$175 million

Transaction Structure:

100% Stock

5

SWCB

Overview

SWCB

Overview

9-branch community bank operating in San Diego, Orange and

San Bernardino counties

SBA loan production offices in Illinois, Utah and Virginia

Established remittance business generates low-cost deposits

San Diego County’s largest local SBA lender (2000-2005)

50% CAGR for total deposits (2000-2005)

Non-interest bearing deposits comprise 75% of total deposits

37% CAGR for total loans (2000-2005)

Outstanding credit quality

NPLs/Assets were 0.12% at March 31, 2006

Strong profitability

ROAE was 18.8% in 2005

ROAA was 1.50% in 2005

Q1 2006 EPS increased 63%

6

Strategic

Benefits

of

Transaction

Strategic

Benefits

of

Transaction

Expands regional presence in Southern California

Extends footprint into high growth Inland Empire

Extends footprint into San Diego County

Adds low-cost deposit base (0.79% COD in Q1 2006)

SWCB’s 53% loan to deposit ratio provides liquidity to

fund lending opportunities in other PLSB markets

From cost savings alone, acquisition will be accretive to

earnings within the first year of combined operations

Projected to meet hurdle rate of 15% ROE in three years

7

Statewide Franchise

Statewide Franchise

8

Placer

Sierra

Bancshares

(post acquisition fundamentals)

Placer

Sierra

Bancshares

(post acquisition fundamentals)

49

9

40

Branches

1.44%

Cost of

Deposits

267.0

54.0

213.0

Equity

1,705.9

306.3

1,399.6

Loans

2,209.9

583.1

1,626.8

Deposits

2,695.5**

648.5

1,922.0

Assets

PLSB

Consolidated

(pro forma)

SWCB*

PLSB*

($ in millions)

0.79%

1.28%

*As of and for the three months ended March 31, 2006

**Total assets reflects addition of $125 million of goodwill created in the transaction

9

Acquisitions

Drive

Shareholder

Value

Acquisitions

Drive

Shareholder

Value

*Excluding gain on sale of branches

**Based on operating earnings, which excludes merger-related costs and losses related to restructuring of acquired investment securities

Bank of Orange

County acquisition –

5/7/04

Bank of Lodi

acquired 12/10/04

Return on Average Equity

0.47%

2.25%

6.29%

9.10%

9.55%

12.51%

0%

2%

4%

6%

8%

10%

12%

14%

2000

2001

2002

2003*

2004**

2005

Q&A Session