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):
July 30, 2003
TriCo Bancshares
(Exact name of registrant as specified in its charter)
California 0-10661 94-2792841
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(State or other (Commission File No.) (I.R.S. Employer
jurisdiction of Identification No.)
incorporation or organization)
63 Constitution Drive, Chico, California 95973
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (530) 898-0300
Item 5: Other Events
The Board of Directors of TriCo Bancshares (the "Company"), parent company
of Tri Counties Bank, declared a quarterly cash dividend of $0.20 (twenty cents)
per share at its meeting held on July 29, 2003. The dividend is payable on
September 30, 2003 to holders of record at the close of business on September 9,
2003 as indicated in the Company's press release dated July 30, 2003, a copy of
which is attached as Exhibit 99.1.
Effective July 31, 2003, the Company completed an offering of 20,000 shares
of cumulative trust preferred securities for cash in an aggregate amount of
$20,000,000. Also effective July 31, 2003, the Company announced the termination
of its stock repurchase plan dated October 19, 2001, and adopted a new stock
repurchase plan for the repurchase of up to 250,000 shares of the Company's
common stock from time to time as market conditions allow. The issuance of trust
preferred securities and the new stock repurchase plan are described in greater
detail in the Company's press release dated July 31, 2003, a copy of which is
attached as Exhibit 99.2.
On August 1, 2003, the Company reported that its nonperforming assets, net
of government agency guarantees, decreased $15,127,000 (68%) to $6,963,000 at
July 31, 2003 compared to $22,090,000 at June 30, 2003, primarily due to the
collection of two nonperforming real estate loans. The collection is described
in the Company's press release dated August 1, 2003, a copy of which is attached
as Exhibit 99.3.
Item 7(c): Exhibits
99.1 Press release dated July 30, 2003
99.2 Press release dated July 31, 2003
99.3 Press release dated August 1, 2003
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, thereunto duly authorized.
TRICO BANCSHARES
Date: August 4, 2003 By: /s/ Thomas J. Reddish
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Thomas J. Reddish, Vice President and
Chief Financial Officer (Principal
Financial and Accounting Officer)
INDEX TO EXHIBITS
Exhibit No. Description
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99.1 Press release dated July 30, 2003
99.2 Press release dated July 31, 2003
99.3 Press release dated August 1, 2003
Exhibit 99.1
TRICO BANCSHARES QUARTERLY CASH DIVIDEND
PRESS RELEASE Contact: Thomas J. Reddish
Vice President & CFO
FOR IMMEDIATE RELEASE (530) 898-0300
Chico, CA - July 30, 2003. The Board of Directors of TriCo Bancshares
(NASDAQ: TCBK), parent company of Tri Counties Bank, declared a quarterly cash
dividend of $0.20 (twenty cents) per share at its meeting held on July 29, 2003.
The dividend is payable on September 30, 2003 to holders of record at the close
of business on September 9, 2003.
Tri Counties Bank headquartered in Chico, California, has a 28 year history
in the banking industry. As of June 30, 2003, Tri Counties Bank has over $1.36
billion in assets, and operates 33 traditional branch locations and 10 in-store
branch locations, in 20 California counties. Tri Counties Bank offers financial
services and provides a diversified line of products and services to consumers
and businesses, which include demand, savings and time deposits, consumer
finance, online banking, mortgage lending, and commercial banking throughout its
market area. It operates a network of 53 ATMs and a 24-hour, seven days a week
telephone customer service center. Brokerage services are provided at the Bank's
offices by the Bank's association with Raymond James Financial, Inc. For further
information please visit the Tri Counties Bank web-site at
http://www.tricountiesbank.com
Exhibit 99.2
PRESS RELEASE Contact: Thomas J. Reddish
Vice President & CFO
For Immediate Release (530) 898-0300
TRICO BANCSHARES ANNOUNCES CLOSING OF TRUST PREFERRED
OFFERING AND NEW STOCK REPURCHASE PLAN
Chico, CA - July 31, 2003. TriCo Bancshares (NASDAQ: TCBK), parent company
of Tri Counties Bank, today announced that the Company completed effective July
31, 2003 an offering of 20,000 shares of cumulative trust preferred securities
for cash in an aggregate amount of $20,000,000. The trust preferred securities
are due in 30 years with an interest rate that resets quarterly at three-month
LIBOR plus 3.05%, or 4.16% for the first quarterly interest period. The trust
preferred securities were issued through an underwriting syndicate to which the
Company paid underwriting fees of $7.50 per trust preferred security or an
aggregate of $150,000. The net proceeds of $19,850,000 will be used to finance
the opening of new branches, improve bank services and technology, repurchase
shares of the Company's common stock as described below and increase the
Company's capital.
The trust preferred securities have not been and will not be registered
under the Securities Act of 1933, as amended, or applicable state securities
laws and were sold pursuant to an exemption from registration under the
Securities Act of 1933. The trust preferred securities may not be offered or
sold in the United States absent registration or an applicable exemption from
the registration requirements of the Securities Act of 1933, as amended, and
applicable state securities laws.
The Company formed a subsidiary business trust, TriCo Capital Trust I, to
issue the trust preferred securities. Concurrently with the issuance of the
trust preferred securities, the trust issued 619 shares of common stock to the
Company for $1,000 per share or an aggregate of $619,000. In addition, the
Company issued a Junior Subordinated Debenture to the Trust in the amount of
$20,619,000. The terms of the Junior Subordinated Debenture are materially
consistent with the terms of the trust preferred securities issued by TriCo
Capital Trust I.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy the trust preferred securities. This press
release is being issued pursuant to and in accordance with Rule 135c under the
Securities Act of 1933, as amended.
Also today, the Company announced the termination of its stock repurchase
plan to repurchase 150,000 shares of common stock originally announced on
October 19, 2001. There were 118,800 shares repurchased under the plan and the
remaining 31,200 shares had not been repurchased. The Company has adopted a new
stock repurchase plan for the repurchase of up to 250,000 shares of the
Company's common stock from time to time as market conditions allow. The 250,000
shares authorized for repurchase under this plan represent approximately 3.2% of
the Company's approximately 7,852,000 common shares outstanding as of July 31,
2003. This new plan has no stated expiration date for the repurchases.
TriCo Bancshares and Tri Counties Bank are headquartered in Chico,
California. Tri Counties Bank has a 28 year history in the banking industry. Tri
Counties Bank operates 33 traditional branch locations and 10 in-store branch
locations in 20 California counties. Tri Counties Bank offers financial services
and provides a diversified line of products and services to consumers and
businesses, which include demand, savings and time deposits, consumer finance,
online banking, mortgage lending, and commercial banking throughout its market
area. It operates a network of 54 ATMs and a 24-hour, seven days a week
telephone customer service center. Brokerage services are provided at the Bank's
offices by the Bank's association with Raymond James Financial, Inc. For further
information please visit the Tri Counties Bank web-site at
http://www.tricountiesbank.com
Exhibit 99.3
PRESS RELEASE Contact: Thomas J. Reddish
Vice President & CFO
For Immediate Release (530) 898-0300
TRICO BANCSHARES REPORTS SUBSTANTIAL REDUCTION IN NONPERFORMING ASSETS
Chico, CA - August 1, 2003. TriCo Bancshares (NASDAQ: TCBK), parent company
of Tri Counties Bank, today reported that its nonperforming assets, net of
government agency guarantees, decreased $15,127,000 (68%) to $6,963,000 at July
31, 2003 compared to $22,090,000 at June 30, 2003. The decrease is mainly due to
the collection of two nonperforming commercial real estate loans to a single
entity collateralized by a single building. The collection was realized on July
31, 2003 via the Company's receipt of net proceeds of $11,474,000 from the sale
of the building. The collection resulted in a recovery of $346,000 of the
$1,900,000 charged-off on these loans during the quarter ended June 30, 2003.
The recovery will be reflected in the Company's results of operations for the
quarter ended September 30, 2003.
In addition to the historical information contained herein, this press
release contains certain forward-looking statements. The reader of this press
release should understand that all such forward-looking statements are subject
to various uncertainties and risks that could affect their outcome. The
Company's actual results could differ materially from those suggested by such
forward-looking statements. Factors that could cause or contribute to such
differences include, but are not limited to, variances in the actual versus
projected growth in assets, return on assets, loan losses, expenses, rates
charged on loans and earned on securities investments, rates paid on deposits,
competition effects, fee and other noninterest income earned as well as other
factors. This entire press release should be read to put such forward-looking
statements in context and to gain a more complete understanding of the
uncertainties and risks involved in the Company's business.
TriCo Bancshares and Tri Counties Bank are headquartered in Chico,
California. Tri Counties Bank has a 28 year history in the banking industry. Tri
Counties Bank operates 33 traditional branch locations and 10 in-store branch
locations in 20 California counties. Tri Counties Bank offers financial services
and provides a diversified line of products and services to consumers and
businesses, which include demand, savings and time deposits, consumer finance,
online banking, mortgage lending, and commercial banking throughout its market
area. It operates a network of 54 ATMs and a 24-hour, seven days a week
telephone customer service center. Brokerage services are provided at the Bank's
offices by the Bank's association with Raymond James Financial, Inc. For further
information please visit the Tri Counties Bank web-site at
http://www.tricountiesbank.com