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) October 29, 2003
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American River Holdings
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(Exact name of registrant as specified in its chapter)
California 0-31525 68-0352144
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(State or other jurisdiction (Commission (IRS Employer
Of incorporation) File Number) Identification No.)
1545 River Park Drive, Suite 107, Sacramento, California 95815
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (916) 565-6100
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Page 1 of 5 Pages
The Index to Exhibits is on Page 3
Item 5. Other Events.
The Registrant issued a press release dated October 29, 2003, to announce the
execution of a Plan of Reorganization and Merger Agreement and the filing of
applications with the California Department of Financial Institutions and the
Federal Deposit Insurance Corporation to obtain approval of a proposed merger of
Registrant's bank subsidiaries, North Coast Bank, National Association and
American River Bank. The Merger Agreement contemplates a merger of North Coast
Bank into American River Bank with American River Bank surviving and continuing
its operations as a wholly-owned subsidiary of the Registrant.
Following the merger, it is contemplated that (i) the name "North Coast Bank, a
Division of American River Bank" will continue to be used to identify the former
offices of North Coast Bank as operating divisions of American River Bank; (ii)
the former directors of North Coast Bank who are not also directors of the
Registrant will remain affiliated with the Registrant in an advisory capacity;
(iii) the former officers of North Coast Bank will serve in similar capacities
with such operating divisions; (iv) the current directors and officers of the
Registrant and American River Bank will remain unchanged; and (v) the
shareholders' equity and financial condition of the Registrant on a consolidated
basis and of American River Bank individually, will not change in any material
respect.
It is anticipated that the merger will be effective during the fourth quarter of
2003. Consummation of the transactions contemplated by the Merger Agreement,
including the merger, are subject to the prior approval of the California
Department of Financial Institutions and the Federal Deposit Insurance
Corporation.
The foregoing disclosure is qualified in its entirety by reference to the press
release attached as Exhibit 99.1.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
(99.1) Press release dated October 29, 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 hereunto duly authorized.
AMERICAN RIVER HOLDINGS
/s/ MITCHELL A. DERENZO
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Mitchell A. Derenzo, Chief Financial Officer
October 29, 2003
Page 2 of 5
INDEX TO EXHIBITS
Exhibit No. Description Page
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99.1 Press release of American River 4
Holdings dated October 29, 2003
Page 3 of 5