8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) June 7, 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))

Explanatory Note

This Form 8-K/A amends the Current Report on Form 8-K of Placer Sierra Bancshares (the “Company”), filed with the SEC on June 13, 2006 regarding the acquisition of Southwest Community Bancorp, parent company of Southwest Community Bank. This Form 8-K/A files the financial statements required by Item 9.01(a) and (b), which the Company stated would be filed by amendment to its original Form 8-K.

Item 9.01 Financial Statements and Exhibits

(a) Financial Statements of Business Acquired.

Financial Statements for Southwest Community Bancorp for the three months ended March 31, 2006 are incorporated by reference to the financial statements contained in the Form 10-Q filed by Southwest Community Bancorp on May 8, 2006 and the financial statements for the year ended December 31, 2005 are incorporated herein by reference to the financial statements contained in Southwest Community Bancorp’s Form 10-K, as amended, originally filed by Southwest Community Bancorp on March 16, 2006 (File No. 000-50545). The consent of Vavrinek, Trine and Day & Co., LLP, the accountants for Southwest Community Bancorp, to the incorporation of their report accompanying such financial statements is attached hereto as Exhibit 23.1.

(b) Pro Forma Financial Information.

As of the close of business on June 9, 2006, the Company, or PLSB, and Southwest Community Bancorp, or SWCB, the parent company for Southwest Community Bank, completed a merger under which PLSB acquired SWCB in a stock transaction. The following Unaudited Pro Forma Condensed Combined Balance Sheet as of March 31, 2006 combines the historically consolidated balance sheet of PLSB and SWCB as if the merger between these entities had been effective on that date, after giving effect to certain adjustments. These adjustments are based on estimates. The Unaudited Pro Forma Condensed Combined Statement of Income for the year ended December 31, 2005 and the three months ended March 31, 2006 presents the Combined Statements of Income of PLSB and SWCB as if the merger had been effective as of January 1, 2005 and January 1, 2006, respectively.

The Unaudited Pro Forma Condensed Combined Financial Information has been prepared from and should be read in conjunction with, the historical consolidated financial statements and notes thereto of the Company and SWCB. The pro forma combined figures shown in the Unaudited Pro Forma Condensed Combined financial information are simply arithmetical combinations of the Company’s and SWCB’s financial results; you should not assume that the Company or SWCB would have achieved the pro forma combined results if they had actually been combined during the periods presented.

UNAUDITED PRO FORMA COMBINED CONDENSED BALANCE SHEET

AS OF MARCH 31, 2006

(DOLLARS IN THOUSANDS)

	Placer Sierra Bancshares		Southwest Community Bancorp		(D) Exercise of Stock Options and Warrants		(E) Fair Value Adjustments			(F) Issuance of Common Stock Net of Acquired Entity			Pro Forma Combined
ASSETS
Cash and equivalents	$	79,523	$	224,209	$	9,492	$	—		$	(60	)	$	313,164
Investments and interest bearing deposits		226,213		95,691		—		—			—			321,904
Loans and leases held for investment, net		1,399,628		306,293		—		(4,511	)		—			1,701,410
Goodwill		103,260		—		—		438			121,174			224,872
Core deposit intangible		11,119		—		—		13,256			—			24,375
Other assets		102,223		22,326		—		(1,514	)		—			123,035
Total assets	$	1,921,966	$	648,519	$	9,492	$	7,669		$	121,114		$	2,708,760
LIABILITIES & EQUITY
Deposits	$	1,626,794	$	583,101	$	—	$	—		$	—		$	2,209,895
Short-term borrowings		15,168		—		—		—			—			15,168
Junior subordinated deferrable interest debentures		53,611		8,248		—		1,751			—			63,610
Other liabilities		13,432		3,208		—		5,918			—			22,558
Total liabilities		1,709,005		594,557				7,669			—			2,311,231
Shareholders' equity		212,961		53,962		9,492		—			121,114			397,529
Total liabilities and shareholders' equity	$	1,921,966	$	648,519	$	9,492	$	7,669		$	121,114		$	2,708,760

(D) (E) and (F) See “Balance Sheet Pro Forma Adjustments”

UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENT OF INCOME

FOR THE YEAR ENDED DECEMBER 31, 2005

(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)

	Placer Sierra Bancshares		Southwest Community Bancorp		Pro Forma Adjustments			Pro Forma Combined
Interest income:
Loans	$	89,331	$	23,903	$	998	(G)	$	114,232
Investment securities		10,745		3,465		—			14,210
Other		955		2,708		—			3,663
Total interest income		101,031		30,076		998			132,105
Interest expense:
Deposits		13,946		2,629		—			16,575
Short-term borrowings		111		—		—			111
Subordinated debentures		3,457		542		(88	) (H)		3,911
Total interest expense		17,514		3,171		(88	)		20,597
Net interest income before provision for loan and lease losses		83,517		26,905		1,086			111,508
Provision for loan and lease losses		—		900					900
Net interest income after provision for loan and lease losses		83,517		26,005		1,086			110,608
Non-interest income:
Services charges and fees on deposit accounts		7,763		2,313		—			10,076
Other		8,626		3,702		—			12,328
Total non-interest income		16,389		6,015		—			22,404
Non-interest expense:
Salaries and employee benefits		29,768		10,058		(156	) (I)		39,670
Occupancy and equipment		8,066		1,406		(29	) (J)		9,443
Amortization of intangible assets		2,583		—		1,011	(K)		3,594
Other		18,621		6,845		—			25,466
Total non-interest expense		59,038		18,309		826			78,173
Income before income taxes		40,868		13,711		260			54,839
Provision for income taxes		16,066		5,346		109	(L)		21,521
Income from continuing operations		24,802		8,365		151			33,318
Income from discontinued operations, net		—		1,646		—			1,646
Net income	$	24,802	$	10,011	$	151		$	34,964
Earnings per share:
Income from continuing operations - basic	$	1.66	$	2.22				$	1.49
Income from continuing operations - diluted	$	1.63	$	1.90				$	1.47
Income from discontinued operations - basic	$	—	$	0.44				$	0.07
Income from discontinued operations - diluted	$	—	$	0.37				$	0.07
Net income - basic	$	1.66	$	2.66				$	1.56
Net income - diluted	$	1.63	$	2.27				$	1.54
Weighted average shares:
Basic		14,943,874		3,757,955					22,424,876
Diluted		15,257,539		4,399,392					22,738,541

(G) (H) (I) (J) (K) and (L) See “Statement of Income Pro Forma Adjustments”

UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENTS OF INCOME

FOR THE THREE MONTHS ENDED MARCH 31, 2006

(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)

	Placer Sierra Bancshares		Southwest Community Bancorp		Pro Forma Adjustments			Pro Forma Combined
Interest income:
Loans	$	24,622	$	6,867	$	295	(G)	$	31,784
Investment securities		2,710		1,004					3,714
Other		301		926					1,227
Total interest income		27,633		8,797		295			36,725
Interest expense:
Deposits		5,662		1,069					6,731
Short-term borrowings		102		—					102
Subordinated debentures		1,036		159		(22	) (H)		1,173
Total interest expense		6,800		1,228		(22	)		8,006
Net interest income before provision for loan and lease losses		20,833		7,569		317			28,719
Provision for loan and lease losses		—		—					—
Net interest income after provision for loan and lease losses		20,833		7,569		317			28,719
Non-interest income:
Services charges and fees on deposit accounts		1,830		620					2,450
Other		1,860		787					2,647
Total non-interest income		3,690		1,407		—			5,097
Non-interest expense:
Salaries and employee benefits		8,301		2,575		(39	) (I)		10,837
Occupancy and equipment		2,063		848		(7	) (J)		2,904
Amortization of intangible assets		470		—		253	(K)		808
Other		4,612		1,384					5,911
Total non-interest expense		15,446		4,807		207			20,460
Income before income taxes		9,077		4,169		110			13,356
Provision for income taxes		3,550		1,644		46	(L)		5,240
Income from continuing operations		5,527		2,525		64			8,116
Income from discontinued operations, net		—		—		—			—
Net income	$	5,527	$	2,525	$	64		$	8,116
Earnings per share:
Income from continuing operations - basic	$	0.37	$	0.66				$	0.36
Income from continuing operations - diluted	$	0.36	$	0.57				$	0.36
Income from discontinued operations - basic	$	—	$	—				$	—
Income from discontinued operations - diluted	$	—	$	—				$	—
Net income - basic	$	0.37	$	0.66				$	0.36
Net income - diluted	$	0.36	$	0.57				$	0.36
Weighted average shares:
Basic		15,047,255		3,822,087					22,415,297
Diluted		15,292,683		4,405,155					22,660,725

(G) (H) (I) (J) (K) and (L) See “Statement of Income Pro Forma Adjustments”

Pro Forma Adjustments

The unaudited pro forma combined condensed financial information reflects the issuance of Placer Sierra Bancshares common stock. The exchange ratio for determining the shares of common stock to be issued to Southwest common shareholders was 1.58, the actual exchange ratio in the transaction. As a result, Placer Sierra Bancshares increased its historical basic and diluted share averages using the exchange ratio of 1.58 applied to Southwest’s historical basic and diluted share averages for the year ended December 31, 2005 and the three months ended March 31, 2006. A reconciliation of Placer Sierra Bancshares’ historical diluted share averages to the pro forma averages follows:

	Placer Sierra Bancshares
	Pro Forma Average Shares
	Year Ended December 31, 2005				Quarter Ended March 31, 2006
	Basic		Diluted		Basic		Diluted
Placer Sierra historical diluted average shares	14,943,874		15,257,539		15,047,255		15,292,683
Southwest common shares	5,937,569	(A)	5,937,569	(A)	6,038,897	(A)	6,038,897	(A)
Southwest options	1,364,869	(B)	1,364,869	(B)	1,168,001	(B)	1,168,001	(B)
Southwest warrants	178,564	(C)	178,564	(C)	161,144	(C)	161,144	(C)
Pro forma average shares	22,424,876		22,738,541		22,415,297		22,660,725

(A) Represents Southwest’s historical average for 2005 of 3,757,955 and 2006 of 3,822,087 multiplied by an exchange ratio of 1.58.

(B) Represents Southwest’s 863,841 and 739,241 historical stock options outstanding as of December 31, 2005 and March 31, 2006, respectively, multiplied by an exchange ratio of 1.58.

(C) Represents the treasury stock method applied to Southwest’s historical 113,015 and 101,990 shares to be issued upon exercise of warrants outstanding as of December 31, 2005 and March 31, 2006, respectively multiplied by an exchange ratio of 1.58.

Balance Sheet Pro Forma Adjustments

(D) Exercise of stock options and warrants: Because all Southwest stock options which are not exercised prior to consummation of the merger will be terminated for no consideration, they are assumed to be exercised immediately prior to the merger for cash. The cash payment that would be received by Southwest is approximately $9,447,000 representing 739,241 options to purchase common stock with a weighted average strike price of $12.78. Warrants were assumed exercised for approximately $45,000 in cash, representing 4,935 shares of common stock issued at a weighted average strike price of $9.08.

(E) Fair value adjustments: The acquisition was accounted for using the purchase method of accounting. Under this method, the fair values of the assets acquired and the liabilities assumed are determined at the acquisition consummation date. The historical amounts of the assets and liabilities are then adjusted to such fair values and these fair values are added to Placer Sierra’s balance sheet. The pro forma fair value adjustments are preliminary, based on estimates, and are subject to change as more information becomes available and after final analysis of the fair value of both tangible and intangible assets acquired and liabilities assumed is completed. Accordingly, the final fair value adjustments may be materially different from those presented in this document. A summary of these estimated fair value adjustments follows.

Loans held for investment: The estimated fair value adjustment of $4,511,000 reflects a reduction in loans and leases held for investment. The reduction in loans and leases held for investment will be amortized to interest income over the estimated life of the loans acquired.

Establishment of core deposit intangible: The estimated fair value adjustment is $13,256,000. This amount represents the estimated future economic benefits from certain of the customer balances acquired. This intangible asset will be amortized to expense over the estimated life of the deposits acquired. This intangible asset will also be reviewed for impairment periodically.

Other assets: This estimated fair value adjustment reflects a $143,000 reduction in furniture, fixtures and equipment, and a $1,371,000 reduction in various other assets to the estimated fair value.

Junior subordinated deferrable interest debentures: This estimated fair value adjustment reflects an increase in the carrying value of the junior subordinated deferrable interest debentures and will be amortized as an off-set to interest expense over the term of the debentures.

Other liabilities: This estimated pro forma adjustment represents accruals to be made at the time the acquisition is consummated to reflect the direct costs of the acquisition and includes investment banker and professional fees, severance, change in control and other compensation payments, contract termination costs, system conversion costs, and miscellaneous items.

(F) Issuance of common stock and assumption of warrants: Based on the terms of the acquisition agreement, the Southwest Community Bancorp shareholders received 7,228,910 shares of Placer Sierra Bancshares common stock after applying the 1.58 exchange ratio valued at approximately $172,410,000. Placer Sierra Bancshares paid $60,000 in cash for partial shares after applying the 1.58 exchange ratio to the Southwest Community Bancorp common stock. Placer Sierra Bancshares also assumed the outstanding Southwest Community Bancorp warrants valued at approximately $2,766,000. The amount added to shareholders’ equity is then reduced by Southwest Community Bancorp’s historical shareholders’ equity.

Statements of Income Pro Forma Adjustments

(G) Represents amortization of the loan discount resulting from fair value adjustments to loans acquired amortized over the estimated life of the loans.

(H) Represents amortization of the fair value adjustment to trust preferred securities acquired amortized over the term of the debt.

(I) Represents revised expense under supplemental compensation agreements with certain Southwest executives due to the change in the liability per the change in control provisions of the agreements.

(J) Represents depreciation adjustment resulting from fair value adjustments writing down furniture, fixtures and equipment. Relates to various assets being amortized over an average life of five years.

(K) Represents amortization of the core deposit intangible asset over its estimated life of seven years.

(L) Represents income taxes on the pro forma adjustments at a combined Federal and California effective tax rate of approximately 42%.

(d) Exhibits.

Exhibit Number	Exhibit Title or Description
23.1	Consent of Vavrinek, Trine, Day & Co., LLP , to incorporation of report.

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 August 3, 2006
	/s/ David E. Hooston
	David E. Hooston Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Exhibit Title or Description
23.1	Consent of Vavrinek, Trine, Day & Co., LLP , to incorporation of report.

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Current Report on Form 8-K of our report dated March 15, 2006, relating to (i) the consolidated balance sheets of Southwest Community Bancorp as of December 31, 2005 and 2004, and the related consolidated statements of income, changes in stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2005, which appears in Southwest Community Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2005. We also hereby consent to the incorporation by reference in this Current Report on Form 8-K of our report dated March 15, 2006, relating to management’s assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting, which appears in Southwest Community Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2005.

/s/ Vavrinek, Trine, Day & Co., LLP

August 3, 2006

Rancho Cucamonga, California