SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A [X] AMENDMENT NO. 1 TO QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2002 ------------- [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 0-31525 AMERICAN RIVER HOLDINGS ------------------------------------------------------ (Exact name of registrant as specified in its charter) California 68-0352144 ------------------------------- ------------------------ (State or other jurisdiction of (IRS Employer ID Number) incorporation or organization) 1545 River Park Drive, Sacramento, California 95815 --------------------------------------------- ---------- (Address of principal executive offices) (Zip code) (916) 565-6100 --------------- (Registrant's telephone number, including area code) not applicable -------------- (Former name, former address and former fiscal year, if changed since last report.) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: No par value Common Stock - 2,503,180 shares outstanding at August 2, 2002. PART II - OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders. The following are the voting results of the registrant's annual meeting of the shareholders held on May 23, 2002: PROPOSAL NO. 1: Election of directors On the proposal to elect Class II Directors of American River Holdings, management's nominees, James O. Burpo, Sam J. Gallina, Roger J. Taylor, D.D.S. and Larry L. Wasem were elected to serve for a three-year term until the 2005 Annual Meeting of Shareholders and until their successors are duly elected and qualified with the following vote tabulation: James O. Burpo: FOR 1,911,771 AGAINST 0 ABSTAIN 9,799 Sam J. Gallina: FOR 1,915,723 AGAINST 0 ABSTAIN 5,847 Roger J. Taylor, D.D.S.: FOR 1,915,723 AGAINST 0 ABSTAIN 5,847 Larry L. Wasem: FOR 1,886,660 AGAINST 0 ABSTAIN 40,910 Class I and Class III Directors of American River Holdings continued in office for the periods corresponding to the term of office for their respective Class. PROPOSAL NO. 2: To ratify the selection of Perry-Smith LLP as independent public accountants for the Company. FOR: 1,913,324 AGAINST: 4,487 ABSTAINED: 3,759 Item 6. Exhibits and Reports on Form 8-K. (a) Exhibits Exhibit Number Document Description ------ -------------------- (99.1) Certification of Chief Executive Officer and Chief Financial Officer pursuant to the Sarbanes-Oxley Act of 2002. 2 SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. AMERICAN RIVER HOLDINGS August 7, 2002 By: /s/ DAVID T. TABER -------------- -------------------------------------- David T. Taber Chief Executive Officer (Principal Executive Officer) August 7, 2002 By: /s/ MITCHELL A. DERENZO -------------- -------------------------------------- Mitchell A. Derenzo Chief Financial Officer (Principal Financial and Accounting Officer) 3