Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
2018年6月7日 - 7:02PM
Edgar (US Regulatory)
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): June 6, 2018
TriCo Bancshares
(Exact
name of registrant as specified in its charter)
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California
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0-10661
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94-2792841
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(State or other jurisdiction
of incorporation or organization)
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(Commission
File No.)
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(I.R.S. Employer
Identification No.)
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63 Constitution Drive, Chico, California
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95973
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code: (530)
898-0300
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions (see General Instruction A.2. below):
☒
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events.
On June 6, 2018, TriCo Bancshares (TriCo) and FNB Bancorp (FNB) issued a joint press release announcing the receipt of
regulatory approval from the Board of Governors of the Federal Reserve System to complete the merger of FNB with and into TriCo. The transaction remains subject to statutory waiting periods and satisfaction of customary closing conditions, and is
expected to close on July 6, 2018. The joint press release is attached to this Current Report on
Form 8-K
as Exhibit 99.1 and is incorporated herein by reference.
Cautionary Statements Regarding Forward-Looking Information
Certain statements contained in this report which are not statements of historical fact constitute forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, certain plans, expectations, goals, projections and benefits relating to the transaction between TriCo and FNB, which are subject to numerous assumptions,
risks and uncertainties. Words such as believes, anticipates, likely, expected, estimated, intends and other similar expressions are intended to identify forward-looking
statements but are not the exclusive means of identifying such statements. Please refer to each of TriCos and FNBs Annual Report on Form
10-K
for the year ended December 31, 2017, as well as
their other filings with the SEC, for a more detailed discussion of risks, uncertainties and factors that could cause actual results to differ from those discussed in the forward-looking statements.
Forward-looking statements are not historical facts but instead express only managements beliefs regarding future results or events, many of which, by
their nature, are inherently uncertain and outside of the managements control. It is possible that actual results and outcomes may differ, possibly materially, from the anticipated results or outcomes indicated in these forward-looking
statements. In addition to factors previously disclosed in reports filed by TriCo and FNB with the SEC, risks and uncertainties for TriCo, FNB and the combined company include, but are not limited to: the possibility that any of the anticipated
benefits of the proposed merger will not be realized or will not be realized within the expected time period; the risk that integration of FNBs operations with those of TriCo will be materially delayed or will be more costly or difficult than
expected; the inability to close the merger in a timely manner; diversion of managements attention from ongoing business operations and opportunities; the failure to satisfy other conditions to complete the merger, including receipt of
required regulatory and other approvals; the failure of the proposed merger to close for any other reason; the challenges of integrating and retaining key employees; the effect of the announcement of the merger on TriCos, FNBs or the
combined companys respective customer relationships and operating results; the possibility that the merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events; and general competitive,
economic, political and market conditions and fluctuations. All forward-looking statements included in this filing are made as of the date hereof and are based on information available at the time of the filing. Except as required by law, neither
TriCo nor FNB assumes any obligation to update any forward- looking statement.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits.
The following exhibit is being filed herewith:
99.1
Press release dated June 6, 2018
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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.
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Date: June 6, 2018
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TRICO BANCSHARES
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(Registrant)
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By:
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/s/ Richard P. Smith
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Richard P. Smith
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President, Chief Executive Officer
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- 3 -
FNB Bancorp (NASDAQ:FNBG)
過去 株価チャート
から 5 2024 まで 6 2024
FNB Bancorp (NASDAQ:FNBG)
過去 株価チャート
から 6 2023 まで 6 2024