-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Hg5tYo7+M7L4K8HdZxXF0WM445vOhk4Vz9IpO+QIBIG9eRHK431Hvsn0u8R9I/mJ aScexl1zMIHNTlHjpoE4TQ== 0000790555-95-000010.txt : 19951228 0000790555-95-000010.hdr.sgml : 19951228 ACCESSION NUMBER: 0000790555-95-000010 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19951221 ITEM INFORMATION: Other events FILED AS OF DATE: 19951227 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: SIERRA TAHOE BANCORP CENTRAL INDEX KEY: 0000790555 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 680091859 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-15450 FILM NUMBER: 95604596 BUSINESS ADDRESS: STREET 1: 10181 TRUCKEE TAHOE AIRPORT RD STREET 2: P O BOX 61000 CITY: TRUCKEE STATE: CA ZIP: 96161-9010 BUSINESS PHONE: 9165823000 MAIL ADDRESS: STREET 1: PO BOX 61000 CITY: TRUCKEE STATE: CA ZIP: 96160 8-K 1 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: December 21, 1995 SIERRA TAHOE BANCORP (Exact Name of Registrant as Specified in its Charter) California File No. 0-15450 68-0091859 (State of Incorporation) (Commission File No.) (IRS Employer Identification No.) 10181 Truckee-Tahoe Airport Road, Truckee, California 96160-9010 (Address of Principal Executive Offices) Registrant's Telephone Number (916) 582-3000 Item 5. Other Events On December 27, 1995 the Company issued a press release announcing the adoption of a Shareholder Protection Rights Plan (the "Plan"). Upon execution of the Rights Agreement (the "Agreement") an additional Form 8-K will be filed, providing a description of the Plan and will attach a copy of the executed Agreement. Item 7. Financial Statements and Exhibits (c) Exhibits 28. Press release dated December 27, 1995 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. Sierra Tahoe Bancorp (Registrant) Dated: December 27, 1995 By /s/ David C. Broadley Truckee, California David C. Broadley Executive Vice President/ Chief Financial Officer EX-28 2 EXHIBIT 28 FOR: SIERRA TAHOE BANCORP APPROVED BY: William T. Fike President and Chief Executive Officer (916) 582-3000 CONTACT: Morgen-Walke Associates Doug Sherk, Jenifer Kirtland, David Gennarelli (415) 296-7383 Elissa Grabowski, Jill Ruja (212) 850-5600 For Immediate Release SIERRA TAHOE BANCORP ADOPTS SHAREHOLDER PROTECTION RIGHTS PLAN TRUCKEE, CA (December 27, 1995) - Sierra Tahoe Bancorp (Nasdaq: STBS) today announced the adoption of a Shareholder Protection Rights Plan and declared a dividend of one right for each outstanding share of the Company's common stock. The Shareholder Protection Rights Plan is a dividend of rights to existing stockholders to acquire stock of the Company and is designed to protect the Company and its stockholders against abusive takeover attempts and tactics. In essence, the rights plan would dilute the interests of an entity attempting to take control of the Company if the attempt is not deemed by the Board of Directors to be in the best interests of all stockholders. If the Board of Directors determines that an offer is in the best interests of the stockholders, the stock rights may be redeemed for nominal value, allowing the entity to acquire control of the Company. Until it is announced that a person or group has acquired 10% or more of Sierra Tahoe Bancorp's common stock or commences a tender offer that will result in such person or group owning 10% or more of Sierra Tahoe Bancorp's common stock, the rights will be evidenced by the common stock certificates, and will automatically trade with the common stock but will not be exercisable. If any person or group acquires 10% or more of Sierra Tahoe Bancorp's common stock, then each right will entitle its holder (other than the 10% shareholder) to purchase Sierra Tahoe Bancorp common stock at half-price. The rights plan was not adopted in response to any specific takeover proposal. "The Company is successfully executing a business strategy of building on our expertise in SBA lending and expanding our presence in our markets in Northern California and Nevada," said William T. Fike, President and Chief Executive Officer. "We believe these activities are positioning the Company for growth and improved profitability that will result in enhanced value for our shareholders. The purpose of the Shareholder Protection Rights Plan is to enable the Company to move forward with its plans without the distraction of tactics which may not maximize value forall Sierra Tahoe Bancorp shareholders." Jerrold T. Henley, Chairman, said, "The Board is committed to enhancing shareholder value. This decision was reached after consultation with investment bankers and after considering the rights plan at several committee and Board meetings." Additional details of the Shareholder Rights Plan will be outlined in a letter that will be mailed to all stockholders. Sierra Tahoe Bancorp is a bank holding company, operating in Northern California and Nevada through its subsidiary banks, Truckee River Bank in Truckee, California and Sierra Bank of Nevada in Reno, Nevada. -----END PRIVACY-ENHANCED MESSAGE-----