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 1, 1996
VALLEY RIDGE FINANCIAL CORP.
(Exact Name of Registrant as Specified in its Charter)
MICHIGAN
(State or Other Jurisdiction
of Incorporation)
333-00724 38-2888214
(Commission File Number) (IRS Employer
Identification Number)
6 NORTH MAIN STREET
KENT CITY, MICHIGAN 49330
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (616) 678-5911
===========================================================================
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
Pursuant to an Agreement and Plan of Merger dated as of September 15,
1995 (the "Plan of Merger"), Community Bank Corporation, a Michigan
corporation located in Grant, Michigan ("Community"), was merged with and
into Valley Ridge Financial Corp. ("Valley Ridge") effective as of 12:01
a.m. on July 1, 1996 (the "Merger"). As a result of the Merger, Valley
Ridge owns The Grant State Bank and all of the other assets of Community as
well as Kent City State Bank and all of the assets of Valley Ridge.
Under the Plan of Merger, each share of Community common stock,
without par value ("Community Common Stock"), that was outstanding
immediately prior to the effective time of the Merger will be converted
into shares of Valley Ridge common stock, $10.00 par value ("Valley Ridge
Common Stock"), based on a conversion ratio, subject to payment in cash for
fractional shares. Each share of Valley Ridge Common Stock which is
outstanding immediately prior to the effective time of the Merger will
remain outstanding after the Merger.
The conversion ratio of 1.5935 shares of Valley Ridge Common Stock for
each share of Community Common Stock was determined by dividing the
Community Adjusted Book Value Per Share (as defined in the Plan of Merger),
multiplied by 1.20, by the Valley Ridge Adjusted Book Value Per Share (as
defined in the Plan of Merger). The Community Adjusted Book Value Per
Share was determined by dividing (i) Community's shareholders' equity as
determined by Community's Final Balance Sheet (as defined in the Plan of
Merger) as of May 31, 1996, less all dividends and other distributions of
cash or property accrued after May 31, 1996, and plus or minus any
adjustments provided for in the Plan of Merger, by (ii) the number of
outstanding shares of Community Common Stock at the effective time of the
Merger. The Valley Ridge Adjusted Book Value Per Share was determined by
dividing (i) Valley Ridge's shareholders' equity as determined by Valley
Ridge's Final Balance Sheet (as defined in the Plan of Merger) as of May
31, 1996, less all dividends and other distributions of cash or property
accrued after May 31, 1996, and plus or minus any adjustments provided for
in the Plan of Merger, by (ii) the number of outstanding shares of Valley
Ridge Common Stock at the effective time of the Merger.
The conversion ratio was negotiated by Valley Ridge's board of
directors and Community's board of directors on an arm's-length basis. The
board of directors of Valley Ridge proposed that a conversion ratio be
established that would provide Community shareholders with shares of Valley
Ridge Common Stock having a book value equal to 120% of the book value of
Community Common Stock. Community's board of directors accepted the
proposal of the board of directors of Valley Ridge. Thereafter, the boards
of directors negotiated the method of calculating the conversion ratio due
to differences in the comparability of the balance sheets of Valley Ridge
and Community. The boards of directors of Valley Ridge and Community
agreed upon certain adjustments to each corporation's book value set forth
-2-
in the Plan of Merger in order to promote comparability of the balance
sheets of Valley Ridge and Community for purposes of calculating the
conversion ratio.
Valley Ridge will not issue fractional shares of Valley Ridge Common
Stock in the Merger. A Community shareholder who would otherwise have been
entitled to receive a fraction of a share of Valley Ridge Common Stock in
the Merger will receive instead an amount of cash determined by multiplying
that fraction by $25.68, the Valley Ridge Adjusted Book Value Per Share.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED. The following
financial statements of Community Bank Corporation are filed as part
of this report:
(i) The Audited Consolidated Financial Statements of
Community Bank Corporation included under the caption "COMMUNITY
BANK CORPORATION -- Audited Consolidated Financial Statements" on
pages 87 through 115, inclusive, of the Form S-4 Registration
Statement of Valley Ridge Financial Corp. (Registration Statement
No. 333-00724) filed with the Commission on May 8, 1996, are here
incorporated by reference, which include:
(A) Independent Auditors' Report of Gavigan Burkhart
Freeman & Co., P.L.L.C. dated January 17, 1995;
(B) Consolidated Balance Sheets at December 31, 1995
and 1994;
(C) Consolidated Statements of Earnings for the years
ended December 31, 1995, 1994 and 1993;
(D) Consolidated Statements of Shareholders' Equity
for the years ended December 31, 1995, 1994 and 1993;
(E) Consolidated Statements of Cash Flows for the
years ended December 31, 1995, 1994 and 1993; and
(F) Notes to Consolidated Financial Statements.
(ii) As of the date of the filing of this Current Report on
Form 8-K, it is impracticable for the registrant to provide
interim financial statements for Community Bank Corporation. In
accordance with Item 7(a)(4) of Form 8-K, these financial
statements will be filed by amendment to this Form 8-K as soon as
practicable, but no later than 60 days after the date that this
Current Report on Form 8-K must be filed.
-3-
(b) PRO FORMA FINANCIAL INFORMATION. The following pro forma
financial statements of Valley Ridge Financial Corp. are filed as part
of this report:
(i) The Pro Forma Condensed Combined Financial Statements
of Valley Ridge Financial Corp. included under the caption "THE
MERGER -- Pro Forma Condensed Combined Financial Statements" on
pages 28 through 33, inclusive, of the Form S-4 Registration
Statement of Valley Ridge Financial Corp. (Registration Statement
No. 333-00724) filed with the Commission on May 8, 1996, are here
incorporated by reference, which include:
(A) Introduction to Pro Forma Condensed Combined
Financial Statements;
(B) Pro Forma Condensed Consolidated Balance Sheet at
December 31, 1995;
(C) Pro Forma Consolidated Income Statements for the
years ended December 31, 1995, 1994 and 1993; and
(D) Notes to Pro Forma Condensed Combined Financial
Statements.
(ii) As of the date of the filing of this Current Report on
Form 8-K, it is impracticable for the registrant to provide
interim pro forma financial statements for Valley Ridge Financial
Corp. In accordance with Item 7(a)(4) of Form 8-K, these
financial statements will be filed by amendment to this Form 8-K
as soon as practicable, but no later than 60 days after the date
that this Current Report on Form 8-K must be filed.
(c) EXHIBITS. The following exhibits are furnished with or
incorporated by reference into this Current Report:
EXHIBIT DOCUMENT
2.1 Agreement and Plan of Merger between
Community Bank Corporation and Valley Ridge
Financial Corp. dated as of September 15,
1995. Included as Appendix A to the
Prospectus and Proxy Statement filed as part
of the Form S-4 Registration Statement of
Valley Ridge Financial Corp. (Registration
Statement No. 333-00724) on May 8, 1996; here
incorporated by reference.
-4-
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.
VALLEY RIDGE FINANCIAL CORP.
Date: July 15, 1996 By /S/ RICHARD L. EDGAR
Richard L. Edgar
President and Chief
Executive Officer
-5-
EXHIBIT INDEX
EXHIBIT NO. DOCUMENT
2.1 Agreement and Plan of Merger between Community Bank
Corporation and Valley Ridge Financial Corp. dated as
of September 15, 1995. Included as Appendix A to the
Prospectus and Proxy Statement filed as part of the
Form S-4 Registration Statement of Valley Ridge
Financial Corp. (Registration Statement No. 333-00724)
on May 8, 1996; here incorporated by reference.
-6-