-----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, N4B/oydxv7Z1bjn2b9D9uk3TE5HvQJttLFKsj4D7ZQAK3S6ZV82y8SQp42YmIEuE XB5cg0UJxGmLdLfa2pBv9w== /in/edgar/work/0001019056-00-000511/0001019056-00-000511.txt : 20000929 0001019056-00-000511.hdr.sgml : 20000929 ACCESSION NUMBER: 0001019056-00-000511 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000927 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000927 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN RIVER HOLDINGS CENTRAL INDEX KEY: 0001108236 STANDARD INDUSTRIAL CLASSIFICATION: [6770 ] IRS NUMBER: 942893864 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-31525 FILM NUMBER: 729875 BUSINESS ADDRESS: STREET 1: 1545 RIVER PARK DR STREET 2: STE 107 CITY: SACRAMENTO STATE: CA ZIP: 95815 BUSINESS PHONE: 9165656114 MAIL ADDRESS: STREET 1: 1545 RIVER PARK DR STREET 2: STE 107 CITY: SACRAMENTO STATE: CA ZIP: 95815 8-K 1 0001.txt FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 reported) September 27, 2000 ------------------ American River Holdings ------------------------------------------------------ (Exact name of registrant as specified in its chapter) California 0-31525 68-0352144 - ---------------------------- ----------- ------------------- (State or other jurisdiction (Commission (IRS Employer Of incorporation) File Number) Identification No.) 1545 River Park Drive, Suite 107, Sacramento, California 95815 -------------------------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (916) 565-6100 -------------- Page 1 of 4 Pages The Index to Exhibits is on Page 3 Item 5. Other Events. Registrant issued a joint press release with North Coast Bank, N.A. on September 27, 2000 stating that the shareholders of American River Holdings and North Coast Bank, N.A., at their respective shareholder meetings held on September 21, 2000, approved the proposed merger transaction whereby pursuant to that certain Agreement and Plan of Reorganization and Merger dated as of March 1, 2000, among American River Holdings, North Coast Bank, N.A. and ARH Interim National Bank, North Coast Bank, N.A. will merge with and into ARH Interim National Bank, resulting in North Coast Bank, N.A. becoming a subsidiary of American River Holdings. The foregoing description is qualified by reference to the joint press release attached hereto as Exhibit 99.1. Item 7. Financial Statements and Exhibits. (c) Exhibits (99.1) Joint press release dated September 27, 2000 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. AMERICAN RIVER HOLDINGS /s/ MITCHELL A. DERENZO -------------------------------------------- Mitchell A. Derenzo, Chief Financial Officer September 27, 2000 Page 2 of 4 Pages INDEX TO EXHIBITS Exhibit No. Description Page - ----------- ----------- ---- 99.1 Joint press release of American 4 River Holdings and North Coast Bank, N.A. dated September 27, 2000 Page 3 of 4 Pages EX-99.1 2 0002.txt EXHIBIT 99.1 EXHIBIT 99.1 AMERICAN RIVER HOLDINGS AND NORTH COAST BANK SHAREHOLDERS APPROVE MERGER SACRAMENTO, CA, SANTA ROSA, CA --SEPTEMBER 27, 2000 American River Holdings (AMRB.OB) and North Coast Bank National Association (NCTA.OB), at their respective shareholder meetings held on September 21, 2000, received the affirmative votes necessary to approve the proposed merger whereby North Coast Bank becomes a subsidiary of American River Holdings. This transaction is expected to close by the end of October, subject to receipt of regulatory approval and satisfaction of conditions to the merger. North Coast Bank will continue to operate in Sonoma County as a subsidiary of American River Holdings, joining the other subsidiaries, American River Bank and FIRST SOURCE CAPITAL. American River Bank has two offices in Sacramento, one in Fair Oaks and one in Roseville. FIRST SOURCE CAPITAL provides lease financing to businesses. It is anticipated that American River Holdings common stock will be listed on the Nasdaq NMS under the symbol AMRB on or as soon as practicable following the closing of this transaction. "We are pleased that our shareholders share our confidence in North Coast Bank and the Sonoma County market. We are excited to join forces," said David T. Taber, President and CEO of the holding company. North Coast Bank was founded in 1990 and has offices in downtown Santa Rosa, Windsor and Healdsburg. " Our compatible philosophies make this merger a win for our clients, our employees and our shareholders," said Kathy Pinkard, President and CEO of North Coast Bank. The Definitive Agreement calls for North Coast Bank shareholders to receive 0.9644 of a share of American River Holdings common stock in a tax-free exchange for each North Coast Bank share they presently own for an estimated value of $9 million. The combined assets of these companies were $262 million on June 30, 2000. - -------------------------------------------------------------------------------- THIS NEWS RELEASE CONTAINS FORWARD-LOOKING STATEMENTS ABOUT AMERICAN RIVER HOLDINGS' AND NORTH COAST BANK'S FINANCIAL CONDITION, RESULTS OF OPERATIONS, PLANS, OBJECTIVES AND FUTURE PERFORMANCE. A NUMBER OF FACTORS WHICH ARE BEYOND THE CONTROL OF AMERICAN RIVER HOLDINGS OR NORTH COAST BANK COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE IN THE FORWARD-LOOKING STATEMENTS. - -------------------------------------------------------------------------------- Page 4 of 4 Pages -----END PRIVACY-ENHANCED MESSAGE-----