0001019056-14-001129.txt : 20140905 0001019056-14-001129.hdr.sgml : 20140905 20140905160047 ACCESSION NUMBER: 0001019056-14-001129 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20140903 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20140905 DATE AS OF CHANGE: 20140905 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORTH VALLEY BANCORP CENTRAL INDEX KEY: 0000353191 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 942751350 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-10652 FILM NUMBER: 141085871 BUSINESS ADDRESS: STREET 1: 300 PARK MARINA CIRCLE CITY: REDDING STATE: CA ZIP: 96001 BUSINESS PHONE: 5302262900 MAIL ADDRESS: STREET 1: 300 PARK MARINA CIRCLE CITY: REDDING STATE: CA ZIP: 96001 8-K 1 novb_8k.htm FORM 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) September 3, 2014

 

NORTH VALLEY BANCORP

(Exact name of registrant as specified in its charter)

 

California

(State or other jurisdiction of incorporation)

   
0-10652 94-2751350
(Commission File Number) (IRS Employer Identification No.)

 

300 Park Marina Circle, Redding, CA 96001

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: (530) 226-2900

 

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):

 

 o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
 o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
 o

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

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

Item 8.01. Other Events

 

On September 3, 2014, TriCo Bancshares and North Valley Bancorp issued a press release jointly announcing the receipt of regulatory approvals from the Federal Deposit Insurance Corporation and the California Department of Business Oversight for the merger of North Valley Bank, a subsidiary of North Valley Bancorp, with and into Tri Counties Bank, a subsidiary of TriCo Bancshares. A copy of the press release is being filed with this report as Exhibit 99.1 and is incorporated herein by reference.

 

The shareholders of TriCo Bancshares and North Valley Bancorp previously approved the merger transactions at meetings held on August 7, 2014. The closing is expected to occur on October 3, 2014, pending final regulatory approval by the Federal Reserve Bank of San Francisco and the satisfaction of other customary closing conditions.

 

Item 9.01. Financial Statements and Exhibits

 

  (d) Exhibits.
     
  99.1 Press Release dated September 3, 2014

 

SIGNATURE

 

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.

 

  NORTH VALLEY BANCORP  
       
  By: /s/ Kevin R. Watson  
Dated: September 5, 2014   Kevin R. Watson  
    Executive Vice President  
    Chief Financial Officer  
2
 EX-99.1 2 ex99_1.htm EXHIBIT 99.1
 

Exhibit 99.1

 

Tri Counties Bank and North Valley Bank Receive Regulatory Approvals For Merger

 

Chico, CA and Redding, CA, September 3, 2014 – TriCo Bancshares (“TriCo”) (NASDAQ: TCBK), the holding company for Tri Counties Bank, and North Valley Bancorp (“North Valley”) (NASDAQ: NOVB), the holding company for North Valley Bank, today jointly announced receipt of regulatory approvals from both the Federal Deposit Insurance Corporation and the California Department of Business Oversight for the merger of the two subsidiary banks. The merger of TriCo and North Valley was approved by the shareholders of TriCo and North Valley on August 7, 2014.

 

The transaction is expected to close on October 3, 2014, pending final regulatory approval of the merger of Trico and North Valley by the Federal Reserve Bank of San Francisco and the satisfaction of other customary closing conditions. The combined bank will have 73 branches and approximately $3.5 billion in total assets.

 

“We are pleased to receive these approvals,” said Richard P. Smith, president and chief executive officer of TriCo and Tri Counties Bank. “We are eager to move forward together, serving our customers and our communities as a strong community banking franchise.”

 

Under the terms of the merger agreement between TriCo and North Valley, North Valley shareholders will receive 0.9433 shares of TriCo common stock for each share of North Valley common stock, for an implied transaction value of approximately $145 million, based on 6,836,463 shares of North Valley common stock outstanding as of August 7, 2014 and the $22.49 per share closing price of TriCo common stock on September 2, 2014, valuing each share of North Valley common stock at approximately $21.31 per share.

 
 

 

Forward-Looking Statements

 

This press release contains certain forward-looking information about TriCo and North Valley and the combined company after the close of the mergers that is intended to be covered by the safe harbor for “forward-looking statements” provided by the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are forward-looking statements. In some cases, you can identify forward-looking statements by words such as “may,” “hope,” “will,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “potential,” “continue,” “could,” “future” or the negative of those terms or other words of similar meaning. You should carefully read forward-looking statements, including statements that contain these words, because they discuss the future expectations or state other “forward-looking” information about TriCo, North Valley and the combined company. Such statements involve inherent risks and uncertainties, many of which are difficult to predict and are generally beyond the control of TriCo, North Valley and the combined company. Forward-looking statements speak only as of the date they are made and we assume no duty to update such statements. In addition to factors previously disclosed in reports filed by TriCo and North Valley with the SEC, risks and uncertainties for each institution and the combined institution include, but are not limited to: the possibility that any of the anticipated benefits of the proposed mergers will not be realized or will not be realized within the expected time period; the risk that integration of North Valley’s operations with those of TriCo will be materially delayed or will be more costly or difficult than expected; the inability to close the mergers in a timely manner; diversion of management’s attention from ongoing business operations and opportunities; the failure to satisfy other conditions to completion of the mergers, including receipt of required regulatory and other approvals; the failure of the proposed mergers to close for any other reason; the risk that integration of North Valley’s operations with those of TriCo will be materially delayed or will be more costly or difficult than expected; the challenges of integrating and retaining key employees; the effect of the announcement of the merger on TriCo’s, North Valley’s or the combined company’s respective customer relationships and operating results; the possibility that the mergers may be more expensive to complete than anticipated, including as a result of unexpected factors or events; and general competitive, economic, political and market conditions and fluctuations.