-----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, UGTLjnZ8xQRRigqs5Y+1Sn5YHlBpAj9ykduVI2kC9qwq5aqGus3kac8OIazMKRwK EwIHHvGgljOPkhIoOYe6ag== 0001001277-03-000492.txt : 20031023 0001001277-03-000492.hdr.sgml : 20031023 20031023144805 ACCESSION NUMBER: 0001001277-03-000492 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20031023 EFFECTIVENESS DATE: 20031023 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CALIFORNIA INDEPENDENT BANCORP CENTRAL INDEX KEY: 0000948976 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 680349947 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-26552 FILM NUMBER: 03953901 BUSINESS ADDRESS: STREET 1: 1227 BRIDGE STREET STREET 2: SUITE C CITY: YUBA CITY STATE: CA ZIP: 95992 BUSINESS PHONE: 9166744444 MAIL ADDRESS: STREET 1: P O BOX 929002 STREET 2: 1227 BRIDGE STREET SUITE C CITY: YUBA CITY STATE: CA ZIP: 95992 DEFA14A 1 sch14afor102203.txt OCTOBER 22, 2003 PRESS RELEASE SCHEDULE 14A INFORMATION ------------------------- Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ---------------------------------------------------- Filed by the Registrant [X] Filed by a party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive Proxy Statement [X] Definitive Additional Materials [ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12 CALIFORNIA INDEPENDENT BANCORP (Name of Registrant as Specified In Its Charter) ---------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [X] No fee required [ ] Fee computed on table below per Exchange Act Rules 14a-6(I)(1) and 0-11 (1) Title of each class of securities to which transaction applies: --------------------------------------------------------------------- (2) Aggregate number of securities to which transaction applies: --------------------------------------------------------------------- (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): --------------------------------------------------------------------- (4) Proposed maximum aggregate value of transaction: --------------------------------------------------------------------- (5) Total fee paid: --------------------------------------------------------------------- [ ] Fee paid previously with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: ---------------------------------------------------------------------- (2) Form, Schedule, or Registration Statement No.: ---------------------------------------------------------------------- (3) Filing Party: ---------------------------------------------------------------------- (4) Date Filed: ---------------------------------------------------------------------- October 22, 2003 FOR IMMEDIATE RELEASE Contact: John I. Jelavich, President/CEO (530) 674-6025 CALIFORNIA INDEPENDENT BANCORP ANNOUNCES THIRD QUARTER AND YEAR TO DATE RESULTS Yuba City, California . . . California Independent Bancorp (NASDAQ: CIBN), the holding company for Feather River State Bank, today announced financial results for the third quarter ended September 30, 2003. Net income for the quarter was $770,000 (after costs of its pending merger into Humboldt Bancorp discussed below), or $0.35 diluted earnings per share compared to $981,000, or $0.44 diluted earnings per share, recorded for the third quarter last year. Total assets at September 30, 2003 were $375.9 million, an increase of $37.2 million, or 11.0%, over total assets of $338.7 million at September 30, 2002. On August 11, 2003, the Company entered into a definitive agreement to be merged with and into Humboldt Bancorp. The transaction is valued at approximately $80.0 million and is expected to close in the first quarter of 2004. Costs expensed for this transaction during the third quarter were $378,000, on a pre-tax basis. For the nine months ended September 30, 2003, the Company reported net income of $2,694,000 (after merger costs), an increase of $155,000, or 6.1%, over net income of $2,539,000, for the nine months ended September 30, 2002. Fully diluted earnings per share increased 7.9% to $1.23 for 2003 compared to $1.14 for 2002, due to the Company's repurchase of shares outstanding. Total loans and leases at September 30, 2003 were $204.4 million, a decrease of $17.8 million, or 8.0%, from loans and leases of $222.2 million at September 30, 2002. The decrease in loan totals is due primarily to the pre-payment of loans due to the unprecedented low rate environment, and the Bank's emphasis on credit quality with high underwriting standards. Securities increased $28.3 million from a year ago and Fed Funds Sold increased $17.5 million. The increase is due to the availability of excess funds from strong deposit growth. Total deposits were $316.6 million at September 30, 2003, an increase of $34.5 million, or 12.3%, from total deposits of $282.0 million at September 30, 2002. Nonperforming loans were 1.4% of total loans and leases outstanding and net charge-offs year-to-date were 0.37% of average loans and leases outstanding. The allowance for loan and lease losses was $5,975,000 at September 30, 2003, or 2.9% of total loans and leases outstanding. Net interest income for the third quarter 2003 fell 8.8% to $3,567,000 from $3,911,000 recorded in the third quarter last year. The drop in net interest income was due to compression of the Bank's net interest margin, which was 4.18% for the current year's third quarter compared to 5.07% for the third quarter a year ago. "Our net interest margin continues to be well below historical levels, which is driven by our asset composition. Our deposit growth has been used to fund investment purchases rather than traditional loans. The difference between the yields of these two earning assets is placing downward pressure on our margin. However, our cost of funds continues to fall lower helping soften the impact of the lower asset yields," remarked Kevin Watson, Chief Financial Officer. John Jelavich, President and CEO commented, "We are pleased with the results from the third quarter, particularly considering the merger announcement of August 11th. Deposits and total assets reached record levels, each achieving double-digit gains on a year-over-year comparison. We look forward to continuing our quality-growth focus during the fourth quarter in anticipation of the consummation of the merger. We believe the synergies the merger will bring to our customers, shareholders, and employees will prove to be very positive." Feather River State Bank has nine branches in Yuba City, Marysville, Colusa, Arbuckle, Wheatland, Woodland, Lincoln, and Roseville, California serving Sutter, Yuba, Colusa, Yolo, and Placer counties. Forward-looking statements - The Private Securities Litigation Reform Act of 1995: Certain statements contained in this release are forward-looking statements that are subject to risk and uncertainty. Statements that are not historical or Page 1 of 4 current facts, including statements about beliefs and expectations, are forward-looking statements. A number of factors -- many of which are beyond California Independent Bancorp's ("Company") control -- could cause actual conditions, events or results to differ significantly from those described in the forward-looking statements. No assurances can be given that the Bank will continue to improve its efficiencies of operations. The Company's reports filed with the Securities and Exchange Commission, including the Company's Annual Report on Form 10-K for the year ended December 31, 2002, and Form 10-Q for the quarter ended June 30, 2003, describe some of these factors, including certain credit, market, operational, liquidity, and interest rate risks associated with the Company's business and operations. Other factors described in the Company's Annual Report on Form 10-K for the year ended December 31, 2002, and Form 10-Q for the quarter ended June 30, 2003, include changes in business and economic conditions, competition, fiscal and monetary policies, and legislation. There are other factors besides these that could cause actual conditions, events or results to differ significantly from those described in the forward-looking statements or otherwise affect in the future the Company's business, results of operations and financial condition. Forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update such statements in light of new information or future events. The foregoing may be deemed to be solicitation materials of California Independent Bancorp in connection with Humboldt Bancorp's proposed acquisition of California Independent Bancorp, on the terms and subject to the conditions in the Agreement and Plan of Merger, dated August 11, 2003, between Humboldt Bancorp and California Independent Bancorp. This disclosure is being made in connection with Regulation of Takeovers and Security Holder Communications (Release Nos. 33-7760 and 34-42055) adopted by the Securities and Exchange Commission ("SEC"). California Independent Bancorp shareholders and other investors are urged to read the joint proxy statement/prospectus that is included in the registration statement on Form S-4, which Humboldt Bancorp filed (SEC File No. 333-109095) with the SEC in connection with the proposed merger, because it contains important information about Humboldt Bancorp, California Independent Bancorp, the merger and related matters. Humboldt Bancorp and its directors and executive officers and California Independent Bancorp and its directors and executive officers may be deemed to be participants in Humboldt Bancorp's and California Independent Bancorp's solicitation of proxies from Humboldt Bancorp shareholders and California Independent Bancorp's shareholders in connection with the proposed merger. Information regarding the participants and their interests can be found in each of Humboldt's and California Independent's most recent proxy statements filed with the SEC, which are available from the SEC and the respective companies as described below, and the joint proxy statement/prospectus filed with the SEC. The joint proxy statement/prospectus to be disseminated on or before October 24, 2003, will be available for free, both on the SEC web site (http://www.sec.gov) and from Humboldt and California Independent as follows: Patrick J. Rusnak Chief Financial Officer Humboldt Bancorp 2998 Douglas Boulevard, Suite 330 Roseville, CA 95661 prusnak@humboldtbancorp.com --------------------------- Kevin R. Watson Chief Financial Officer California Independent Bancorp 1227 Bridge Street, Suite C Yuba City, CA 95991 kevinw@frsb.com --------------- In addition to the proposed registration statement and joint proxy statement/prospectus, Humboldt and California Independent file annual, quarterly and special reports, proxy statements and other information with the SEC. You may read and copy any reports, statements or other information filed by either company at the SEC's public reference rooms at 450 Fifth Street, N.W., Washington, D.C. 20549 or at the SEC's other public reference rooms in New York and Chicago. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. Humboldt and California Independent filings with the SEC are also available to the public from commercial document-retrieval services and on the SEC's web site at http://www.sec.gov. Page 2 of 4 California Independent Bancorp and Subsidiaries Selected Financial Data Unaudited Third Quarter 2003 Earnings Release (Dollars in thousands except per share data)
Consolidated Statement of Financial Condition Data: As of As of Assets September 30, 2003 September 30, 2002 -------------------------------------------- Cash and Due From Banks $16,780 $13,850 Federal Funds Sold 17,515 - Investment Securities Held-to-Maturity 2,440 2,335 Investment Securities Available-for-Sale 116,880 88,697 --------------------------------------------------------------------------------------------------------- Total Investments 119,320 91,032 Loans and Leases 204,391 222,214 Less: Allowance for Loan and Lease Losses (5,975) (5,913) --------------------------------------------------------------------------------------------------------- Net Loans and Leases 198,416 216,301 Premises and Equipment, Net 6,381 6,717 Other Real Estate 2,875 455 Interest Receivable and Other Assets 14,614 10,350 --------------------------------------------------------------------------------------------------------- Total Assets $375,901 $338,705 Liabilities Deposits: Noninterest-Bearing $75,164 $58,491 Interest-Bearing 241,411 223,539 --------------------------------------------------------------------------------------------------------- Total Deposits 316,575 282,030 Other Interest-Bearing Liabilities 15,080 21,880 Accrued Interest Payable & Other Liabilities 6,589 5,124 Trust Preferred Securities 10,000 - --------------------------------------------------------------------------------------------------------- Total Liabilities 348,244 309,034 Shareholders' Equity Common Stock, No Par Value - Share Authorized - 20,000,000, Shares Issued and Outstanding - 2,074,957 at September 30, 2003 and 2,227,756 at September 30, 2002. 20,348 24,484 Retained Earnings 7,489 4,220 Debt Guarantee of ESOP (80) (120) Accumulated Other Comprehensive Income (100) 1,087 --------------------------------------------------------------------------------------------------------- Total Shareholders' Equity 27,657 29,671 --------------------------------------------------------------------------------------------------------- Total Liabilities & Shareholders' Equity $375,901 $338,705
Page 3 of 4 California Independent Bancorp and Subsidiaries Selected Financial Data Unaudited Third Quarter 2003 Earnings Release (Dollars in thousands except per share data)
Nine months ended September 30, Three months ended September 30, ------------------------------- -------------------------------- 2003 2002 2003 2002 CONSOLIDATED STATEMENT OF INCOME DATA: Interest and Fee Income $15,226 $15,249 $4,876 $5,301 Interest Expense 4,072 3,728 1,309 1,390 ---------------------------------------------------------------------------------------------------------------------------------- Net Interest Income 11,154 11,521 3,567 3,911 Provision for Loan and Lease Losses 10 450 - 150 ---------------------------------------------------------------------------------------------------------------------------------- Net Interest Income After Provision for Loan and Lease Losses 11,144 11,071 3,567 3,761 Noninterest Income 2,335 1,963 919 744 Noninterest Expense: Salaries and Employee Benefits 5,065 5,091 1,672 1,639 Occupancy, Furniture and Equipment 1,627 1,587 566 543 Merger and Acquisition Related Expenses 378 - 378 - Other Operating Expense 2,273 2,325 715 749 ---------------------------------------------------------------------------------------------------------------------------------- Total Noninterest Expense 9,343 9,003 3,331 2,931 Income Before Provision for Income Taxes 4,136 4,031 1,155 1,574 Provision for Income Taxes 1,442 1,492 385 593 ---------------------------------------------------------------------------------------------------------------------------------- Net Income 2,694 2,539 770 981 EARNINGS PER SHARE Basic Earnings Per Share $ 1.28 $ 1.14 $ 0.37 $ 0.44 Diluted Earnings Per Share $ 1.23 $ 1.14 $ 0.35 $ 0.44 Basic Weighted Average Shares Outstanding 2,110,896 2,223,610 2,074,269 2,225,069 Diluted Weighted Average Shares Outstanding 2,197,898 2,235,551 2,178,510 2,239,169 Net Interest Margin 4.41% 5.20% 4.18% 5.07%
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