ITEM 1. DESCRIPTION OF BUSINESS
INTRODUCTION
VRB Bancorp was organized in 1983 under Oregon law for the purpose of becoming a holding company of Valley of the Rogue Bank, an Oregon state-chartered bank organized in 1967. The Company conducts its business through, and has no material operations outside of, Valley of the Rogue Bank. Accordingly, reference to "VRB", "the Company", and "the Bank" are intended to denote VRB Bancorp and Valley of the Rogue Bank as a consolidated entity, except as the context may otherwise indicate.
BUSINESS
VRB is the largest community bank in Southern Oregon, currently operating thirteen full service branches in the Rogue Valley, and seeks significant growth in its earning assets while maintaining a high return on shareholders' equity. VRB believes that this objective can be achieved by continuing to provide personalized, quality banking services to its customers. VRB operates under the conviction that services that are specifically designed to satisfy the needs of individual customers will enable the Bank to retain and expand existing market share. VRB complements this strategy by distinguishing its services from those of the larger regional and national banks, all of which are headquartered in other states and have transferred lending decisions away from local branches.
VRB's strategy is to make available community banking services to individuals, professionals, and small to medium size businesses. The Bank is most active in commercial and construction lending. Such loans are typically characterized by innovative or flexible terms, and collateralized by commercial, residential owner-occupied or rental properties. Other lending products available to local business and commercial customers include equipment and inventory financing, revolving lines of credit, and other small business loans. VRB also provides consumer loans for a variety of purposes, including secured and unsecured personal loans, home equity and personal lines of credit, vehicle loans and student loans. VRB maintains sound loan underwriting standards with written loan policies, conservative individual and branch lending limits, and supervisory oversight by Board designated loan committees.
VRB offers a broad array of traditional deposit products and services, including non-interest bearing and interest
bearing checking accounts, savings accounts, money market accounts and certificates of deposit. These products generally earn interest at rates established by management based upon competitive market factors and management's desire to increase certain types of deposit liabilities. VRB strives to develop customer relations to attract core deposits in non-interest bearing transactional accounts and thus maintain a low cost of funds. As of June 30, 1998, VRB held approximately 15% of the total market, measured as a percentage of total deposits then held by financial institutions operating in Jackson and Josephine county.
While VRB recognizes that the majority of its customers have come to expect traditional personal banking products and services, VRB has also made the commitment to provide new technology-based products, including a 24-hour telephone account access system, a debit card program and an expanded ATM network.
ACQUISITION
Effective January 5, 1998, Valley of the Rogue Bank executed a plan of merger with Colonial Banking Company ("CBC") under the purchase method of accounting. CBC, previously headquartered in Grants Pass, Oregon, had $116 million in total assets as of December 31, 1997. The merger added four branches, operating under the name of Valley of the Rogue Bank.
VRB faced certain challenges with the acquisition of CBC, including credit quality and deposit pricing. CBC's loan portfolio, which exceeded $92 million at the time of the merger, was geographically dispersed through out the Rogue Valley and the Portland metropolitan area. The portfolio was almost entirely collateralized by real property, and contained concentrations in short-term construction financing and commercial properties. Over the past several months, under-collateralized loans have been shored up with additional security and non performing credits have been brought current or paid off. By year-end, the overall credit quality of the portfolio was very strong, with total non- performing loans less than a quarter of one percent of total loans.
Following the merger, the Bank applied existing pricing policies to CBC accounts, which served to reengineer the Bank's mix of deposits and loans. In particular, renewal rates on time certificates of deposit were significantly beneath those rates previously offered by CBC and as a result, concentrations in time certificates of deposit declined. As the year progressed, declining time accounts were replaced by inflows of non interest bearing deposits and money market accounts, and the Bank's overall cost of funds dipped beneath 3%.
MARKET AREA
The Company primarily conducts its business in Jackson and Josephine Counties (the Rogue Valley) in southern Oregon. The two counties have experienced an estimated 17% increase in population from 1990 to 1998. The fastest growing age groups were those in the middle working years (20-54), reflecting the areas' reputation as a family orientated community. The Rogue Valley continues to become increasingly urbanized and infrastructure growth has been robust, including both residential and commercial development.
The region's employment base has diversified in the last decade. The region's dependence on wood products declined by 30%, with timber manufacturing jobs accounting for less than half of all manufacturing jobs in the Rogue Valley by 1997. Southern Oregon has a good track record of attracting smaller sized firms to the area, and industry sectors such as wholesale and retail trade, higher education and medical services have experienced strong growth. Non-farm payroll jobs are predicted to grow 23% from 1996 through 2006, outpacing the 21% expected average for the state of Oregon.
COMPETITION
Within the Company's geographic market, VRB's competes with commercial banks, savings and loan associations, and credit unions, some of which may offer lending and/or deposit products with rates that VRB cannot or is not willing to offer. Major commercial bank competitors, or super-regional institutions headquartered outside of the state of Oregon command approximately 75% of the traditional deposits in the Rogue Valley. These institutions have the advantage of offering their customers services and statewide banking facilities that VRB does not offer. In addition, such
institutions have high public visibility and are able to maintain advertising and marketing activity on a much larger scale than the Company can economically maintain.
In recent years, competition for deposits and loans has intensified. New community banks have opened in Grants Pass and in Medford. Super-regional banks continue to consolidate into larger, more influential financial institutions. Furthermore, pressure from outside the traditional banking system, from credit unions, investment banking firms, insurance companies and related industries offering bank-like products, has increased the competition for deposits and loans.
VRB distinguishes itself from the competition by promoting local, personalized service and community involvement. VRB's lending strategies target particular industry niches or clientele, providing financial services tailored to meet the customers' individual needs. VRB believes these strategies to be successful.
EMPLOYEES
As of December 31, 1998, the Bank employed a total of 165 full time equivalent employees. A number of benefit plans are available to eligible employees, including paid sick leave and vacation, group medical plans, a 401(k) plan, and a discretionary stock option plan. None of the employees are subject to a collective bargaining agreement and the Bank considers its relationships with its employees to be favorable.
RISK FACTORS
Ownership of VRB Bancorp stock involves certain risks. Current and prospective investors should carefully consider and evaluate all of the Risk Factors as set forth below. The Company cautions the reader that this list of risk factors may not be exhaustive.
EXPOSURE TO LOCAL ECONOMY
The Company's performance is dependent upon and sensitive to the economy of its market area. An economic downturn could affect overall loan demand. Such a downturn could also affect borrowers' ability to repay loans, or reduce the value of collateral securing such loans. Particularly in the 1980's, the Company's market area experienced high unemployment as a result of the reduction in forest products manufacturing jobs. Subsequent developments have reduced the dependence of the local economy on forest products manufacturing and have increased the number of non-manufacturing jobs. Nonetheless, the loss of forest industry jobs is projected to continue (but at a lower rate) and there can be no assurance that new jobs will replace those lost. Nor are there any guarantees that future economic changes will not have a significant adverse effect on the Company.
CREDIT RISK
The Company, like other lenders, is subject to credit risk, which is the risk of losing principal and interest due to a customer's failure to repay loans in accordance with their terms. Although the Company has an established lending criteria and most loans are secured with collateral, a downturn in the economy or the real estate market in the Rogue Valley or a rapid increase in interest rates could have a negative effect on collateral values and borrowers' ability to repay.
INTEREST RATE RISK
VRB's earnings are largely derived from net interest income, which is interest income and fees earned on loans and investments, less interest expense paid on deposits and other borrowings. Interest rates are highly sensitive to many factors typically beyond the control of the Company's management. These factors include general economic conditions and the policies of various governmental and regulatory authorities. As interest rates change, net interest income is affected. Although interest rates have remained relatively stable in recent periods, an unanticipated decrease or increase in interest rates could have an adverse effect on the Bank's financial performance.
DEPENDENCE ON KEY PERSONNEL
VRB's success is dependent on the services of William A. Haden, President and Chief Executive Officer, and Tom Anderson, Executive Vice President and Chief Operating Officer. The loss of services of either of these executives, or of certain other key officers, could adversely affect the Company. No assurance can be given that replacement officers of comparable abilities could be found. The Company does not maintain key person life insurance on these individuals.
REGULATION
VRB is subject to extensive regulations under federal and state laws. These laws and regulations are intended to protect depositors, not shareholders. As a state chartered bank, the Bank is subject to regulation and supervision by the FDIC which insures the deposits of the Bank, and the Director of the Oregon Department of Consumer and Business Services ("Oregon Director"). As a bank holding company, VRB is subject to regulation and supervision by the Board of Governors of the Federal Reserve and the Oregon Director.
Federal and state regulation puts banks at a competitive disadvantage compared to less regulated competitors such as finance companies, credit unions, mortgage banking companies, and leasing companies. Although the Company has been able to compete effectively in its market area in the past, there can be no assurance that it will be able to continue to do so. Future changes in federal and state banking regulations could adversely affect the Bank's operating results and ability to continue to effectively compete. See "Supervision and Regulation."
SUPERVISION AND REGULATION
GENERAL
VRB Bancorp and Valley of the Rogue Bank are extensively regulated under federal and state law. To the extent that the following information describes statutory or regulatory provisions, it is qualified in its entirety by reference to the particular statutory or regulatory provisions.
FEDERAL BANK HOLDING COMPANY REGULATION
VRB Bancorp is a bank holding company within the meaning of the Bank Holding Company Act of 1956, as amended ("BHCA"), and as such, it is subject to regulation, supervision and examination by the Board of Governors of the Federal Reserve System (the "Federal Reserve"). VRB Bancorp is required to file financial reports with the Federal Reserve, as well as respond to any other inquiries made by the Federal Reserve.
Valley of the Rogue Bank is subject to certain restrictions imposed by the Federal Reserve Act on (1) extensions of credit to VRB Bancorp, (2) investments in VRB Bancorp stock and (3) the use VRB Bancorp stock as collateral for loans to any borrower. These regulations and restrictions may limit VRB Bancorp's ability to obtain funds from Valley of the Rogue Bank for its cash needs, including funds for payment of dividends, interest and operating expenses. Further, under the Federal Reserve Act and certain regulations of the Federal Reserve, VRB Bancorp and its subsidiary is prohibited from engaging in certain tying arrangements which involve any extension of credit, lease or sale of property or furnishing of services. For example, Valley of the Rogue Bank may not generally require a customer to
obtain other services from it or VRB Bancorp as a condition to an extension of credit to the customer.
FEDERAL AND STATE BANK REGULATION
Valley of the Rogue Bank, as a state chartered bank with deposits insured by the FDIC, is subject to the supervision and regulation of the Oregon Director and of the FDIC. These agencies may prohibit the bank from engaging in what they believe constitute unsafe or unsound banking practices.
The Community Reinvestment Act ("CRA") requires that Valley of the Rogue Bank is evaluated based upon its ability to meet the credit needs of its local community. This includes providing service to low and moderate income neighborhoods, consistent the safe and sound operation of those banks. These factors are also considered in evaluating mergers, acquisitions and applications to open a branch or facility. The Bank's current CRA rating is "Satisfactory".
Valley of the Rogue Bank is also subject to certain restrictions imposed by the Federal Reserve Act on loans to executive officers, directors, principal shareholders or any related interest of such persons. Extensions of credit must meet the following criteria:
(i) must be made on substantially the same terms, including interest rates and collateral, roughly equivalent to those offered in the marketplace
(ii) follow credit underwriting procedures that are not less stringent than those existing bank customers
(iii) must not involve more than the normal risk of repayment or present other unfavorable features.
Valley of the Rogue Bank is also subject to certain lending limits and restrictions on overdrafts to such individuals. A violation of these restrictions may result in severe financial consequences for the Bank or any officer, director, employee, agent or other person participating in the conduct of the affairs of the Bank
Under the Federal Deposit Insurance Corporation Improvement Act ("FDICIA"), each federal banking agency has prescribed, by regulation, non-capital safety and soundness standards for institutions under its authority. These standards cover internal controls, information systems and internal audit systems, loan documentation, credit underwriting, interest rate exposure, asset growth, compensation, fees and benefits, other operational and managerial standards as the agency determines to be appropriate, and standards for asset quality, earnings and stock valuation. If Valley of the Rogue Bank fails to meet these standards, it must develop a plan acceptable to the agency, specifying the steps that the institution will take to meet the standards. Failure to submit or implement such a plan may subject the institution to regulatory sanctions. Valley of the Rogue Bank believes that it meets all these standards as outlined above.
DEPOSIT INSURANCE
As a FDIC member institution, deposits of Valley of the Rogue Bank are currently insured to a maximum of $100,000 per depositor through the Bank Insurance Fund ("BIF"), administered by the FDIC. The Bank is required to pay semiannual deposit insurance premium assessments to the FDIC.
The FDICIA included provisions to reform the Federal deposit insurance system, including the implementation of risk-based deposit insurance premiums. The FDICIA also permits the FDIC to make special assessments on insured depository institutions in amounts determined by the FDIC to be necessary. Pursuant to the FDICIA, the FDIC implemented a transitional risk-based insurance premium system on January 1, 1993. Generally, under this system, banks are assessed insurance premiums according to how much risk they are deemed to present to BIF.
Banks with higher levels of capital and a low degree of supervisory concern are assessed lower premiums than banks with lower levels of capital or involving a higher degree of supervisory concern. The premium range is from $.00, for the highest-rated institutions (subject to a statutory minimum assessment of $2,000) to $.27 per $100 of domestic deposits. Valley of the Rogue Bank qualifies for the highest rating and therefore, has a current FDIC premium rate of $.00 per $100 of domestic deposits.
On September 30, 1996, the Deposit Insurance Funds Act of 1996 ("Funds Act") was enacted. The Funds Act, for a three year period beginning in 1997, subjects BIF insured deposits to a Financing Corporation ("FICO") premium assessment. The FICO assessment is not tied to the FDIC risk classification and is re-determined quarterly. VRB's most recent premium assessment was $.0122 per $100 of domestic deposits.
DIVIDENDS
Under the Oregon Bank Act, Valley of the Rogue Bank is subject to restrictions covering the payment of cash dividends to its shareholder, VRB Bancorp. The bank may not pay cash dividends if that payment would reduce the amount of its capital below that necessary to meet minimum applicable regulatory capital requirements. In addition, the amount of the dividend may not be greater than its net unreserved retained earnings, less (i) certain bad debts (ii) all other assets charged off as required by the Oregon Director or state or federal examiner; and, (iii) all accrued expenses, interest and taxes of the bank.
Valley of the Rogue Bank has been paying regular dividends to VRB Bancorp, although no assurances can be given that dividends will continue to be paid.
In addition, the appropriate regulatory authorities are authorized to prohibit VRB Bancorp from paying dividends that would be considered unsafe or unsound banking practice. VRB Bancorp is not currently subject to any regulatory restrictions on their dividends other than those noted above.
CAPITAL ADEQUACY
The federal bank regulatory agencies use capital adequacy guidelines in their examination and regulation of bank holding companies and banks. If the capital falls below the minimum levels established by these guidelines, the bank holding company or bank may be denied approval to acquire or establish additional banks or non-bank businesses or to open facilities.
The FDIC and Federal Reserve have adopted risk-based capital guidelines for banks and bank holding companies. The risk-based capital guidelines are designed to make regulatory capital requirements more sensitive to differences in the risk profiles among banks and bank holding companies, to account for off-balance sheet exposure and to minimize disincentives for holding liquid assets. Assets and off-balance sheet items are assigned to broad risk categories, each with appropriate weights. The resulting capital ratios represent capital as a percentage of total risk-weighted assets and off-balance sheet items. The guidelines are minimums, and the Federal Reserve has noted that bank holding companies contemplating significant expansion programs should not allow expansion to diminish their capital ratios and should maintain ratios well in excess of the minimum. The current guidelines require all bank holding companies and federally-regulated banks to maintain a minimum risk-based total capital ratio equal to 8%, of which at least 4% must be Tier 1 capital.
The Federal Reserve also has implemented a leverage ratio, which is Tier 1 capital as a percentage of total assets less intangibles, to be used as a supplement to risk-based guidelines. The principal objective of the leverage ratio is to place a constraint on the maximum degree to which a bank holding company may leverage its equity capital base. The Federal Reserve requires a minimum leverage ratio of 3%. However, for all but the most highly rated bank holding companies and for bank holding companies seeking to expand, the Federal Reserve expects an additional cushion of at least 1% to 2%.
The FDICIA created a statutory framework of supervisory actions indexed to the capital level of the individual institution. Under regulations adopted by the FDIC, an institution is assigned to one of five capital categories depending on its total risk-based capital ratio, Tier 1 risk-based capital ratio, and leverage ratio, together with certain subjective factors. Institutions which are deemed to be "undercapitalized" depending on the category to which they are assigned are subject to certain mandatory supervisory corrective actions.
VRB believes that it meets all capital adequacy requirements to which it is subject.
EFFECTS OF GOVERNMENT MONETARY POLICY
The earnings and growth of VRB are affected not only by general economic conditions, but also by the fiscal and monetary policies of the federal government, particularly the Federal Reserve. The Federal Reserve can and does implement national monetary policy for such purposes as curbing inflation and combating recession. However, more importantly, the Federal Reserve's open market operations in U.S. government securities, control of the discount rate applicable to borrowings from the Federal Reserve, and establishment of reserve requirements against certain deposits, can influence growth of bank loans, investments and deposits, and can also affect interest rates charged on loans or paid on deposits. The nature and impact of future changes in monetary policies and their impact on VRB or the Bank cannot be predicted with certainty.
CHANGING REGULATORY STRUCTURE OF THE BANKING INDUSTRY
The laws and regulations affecting banks and bank holding companies are currently undergoing significant changes. Bills are now pending or expected to be introduced in the United States Congress that contain proposals for altering the structure, regulation, and competitive relationships of the nation's financial institutions. If enacted into law, these bills could have the effect of increasing or decreasing the cost of doing business, limiting or expanding permissible activities (including activities in the insurance and securities fields), or affecting the competitive balance among banks, savings associations, and other financial institutions. Whether or in what form any such legislation may be adopted or the extent to which the business of VRB might be affected thereby cannot be predicted with certainty.
Of particular note is legislation enacted by Congress in 1995, permitting interstate banking and branching, which allows banks to expand nationwide through acquisition, consolidation or merger. Under this law, an adequately capitalized bank holding company may acquire banks in any state if permitted by state law. In addition, banks may merge across state lines if permitted by state law. Further, banks may establish and operate branches in any state subject to the restrictions of applicable state law. Under Oregon law, an out-of-state bank or bank holding company may merge with or acquire an Oregon state chartered bank or bank holding company if the Oregon bank, or in the case of a bank holding company, the subsidiary bank, has been in existence for a minimum of three years, and the law of the state in which the acquiring bank is located permits such merger. Branches may not be acquired or opened separately, but once an out-of-state bank has acquired branches in Oregon, either through a merger with or acquisition of substantially all the assets of an Oregon bank, the bank may open additional branches.
ITEM 2.
ITEM 2. PROPERTIES
The Company maintains its principal offices at the main office of its subsidiary bank, Valley of the Rogue Bank, in Rogue River, Oregon, and conducts its business through thirteen branch offices of the Bank throughout the Rogue Valley, all of which are in good repair and are adequate for carrying on the business of the Bank. All of the branches have drive-up facilities and automated teller machines. In addition, the Bank maintains a satellite ATM in Medford, Oregon. The Bank leases bank premises for the Talent, Stewart, and East Medford branches. In addition, the Bank leases land for the Merlin, North Operations Center, Downtown Grants Pass and Poplar locations. The following sets forth all properties of the Bank.
Main Office Ashland Branch 110 Pine St. 250 Pioneer St. Rogue River, Oregon Ashland, Oregon
Fruitdale Branch Medford Branch 1040 Rogue River Highway 220 E. 10th St. Grants Pass, Oregon Medford, Oregon
Poplar Drive Branch Stewart Avenue Branch 2400 Poplar Drive 809 Stewart Ave. Medford, Oregon Medford, Oregon
Phoenix Branch Talent Branch 4000 S. Pacific Highway 201 N. Pacific Highway Phoenix, Oregon Talent, Oregon
Seventh & Midland Branch Merlin Branch 100 N.E. Midland 3600 Merlin Rd. Grants Pass, Oregon Merlin, Oregon
Downtown GP Branch Williams Hwy. Branch 117 N.E. "F" St. 1670 Williams Hwy. Grants Pass, Oregon Grants Pass, Oregon
East Medford Branch North Operations Center 701 East Jackson 8991 Rogue River Hwy Medford, Oregon Rogue River, Oregon
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
No material legal proceedings, to which the Company is a party or which involve any of its properties, was pending as of the date of this report on Form 10-K.
ITEM 4.
ITEM 4. SUBMISSIONS OF MATTERS TO A VOTE OF SECURITIES HOLDERS
No matters were submitted to a vote of securities holders of the Registrant during the quarter ended December 31, 1998.
PART II
ITEM 5.
ITEM 5. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
VRB Bancorp common stock trades on The Nasdaq Stock Market(R) under the symbol VRBA. Prior to November 5, 1997, VRB Bancorp's common stock was traded over-the-counter through the Bulletin Board Service of the Nasdaq Stock Market(R). The following table lists the high and low bid quotations obtained from the Nasdaq Stock Market(R), as adjusted for subsequent stock dividends and stock splits. Prices do not include retail mark-ups, mark-downs or commissions and may not represent actual transactions.
As of December 31, 1998, there were 8,694,286 shares of common stock outstanding, held by approximately 2,400 shareholders. VRB Bancorp's ability to pay expenses and make cash dividend payments to shareholders is dependent on earnings generated by its subsidiary, Valley of the Rogue Bank. Oregon and federal banking laws and regulations place restrictions on the payment of dividends by a bank to its shareholders. See "Supervision and Regulations - Dividends". The Board of Directors' dividend policy is to review VRB's financial performance, capital adequacy, regulatory compliance and cash resources and, if such review is favorable, to declare and pay a cash dividend to shareholders annually. Although VRB expects to continue to pay cash dividends, future dividends are subject to these limitations and to the discretion of the Board of Directors, and could be reduced or eliminated.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
The response to this item is incorporated by reference to the information under the caption "Selected Financial Data" set forth on page 3 of the Company's 1998 Annual Report to Shareholders.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
The response to this item is incorporated by reference to the section entitled "Selected Financial Data and Results of Operation" on pages 3-11 of the Company's 1998 Annual Report to Shareholders.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements called for by this item are incorporated by reference to the Company's 1998 Annual Report to Shareholders. Such statements are listed in the Index to Consolidated Financial Statements set forth on page 15 herein.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
None
PART III
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The response to this item is incorporated by reference to the sections entitled "Election of Directors" and "Executive Officers" on pages 3-5 and page 7, respectively, of the Company's Proxy Statement for the 1999 annual meeting of shareholders.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
The response to this item is incorporated by reference to the section entitled "Executive Compensation" on pages 7-9 of the Company's Proxy Statement for the 1999 annual meeting of shareholders.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The response to this item is incorporated by reference to the section entitled "Security Ownership of Management and Others" on pages 11-12 of the Company's Proxy Statement for the 1999 annual meeting of shareholders.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The response to this item is incorporated by reference to the section entitled "Transactions with Management" on page 12 of the Company's Proxy Statement for the 1999 annual meeting of shareholders.
PART IV
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) (1) Financial Statements: None
(2) Financial Statement Schedules: See the Index to Financial Statements and Schedules on page 15.
(3) The exhibits filed herewith are listed in the Index to Exhibits on page 16 herein.
(b) There were no current reports on Form 8-K filed by the Registrant during the last quarter of the year ended December 31, 1998.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
VRB BANCORP (Registrant)
By: /S/ Felice Belfiore Date: March 29, 1999 ------------------------------------------------ Felice Belfiore, Senior Vice President & Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
INDEX TO FINANCIAL CONSOLIDATED STATEMENTS AND SCHEDULES
Financial Statements The following consolidated financial statements and Report of Independent Public Accountants, included in the 1998 Annual Report to Shareholders at the pages indicated, are incorporated herein by reference:
INDEX TO EXHIBITS
3.1 Articles of Incorporation of VRB Bancorp*
3.2 Bylaws of VRB Bancorp*
4.0 Specimen stock certificate*
10.1 Stock Option Agreement, dated July 24, 1997, between Valley of the Rogue Bank and the shareholders of Investors Banking Corporation**
10.2 Plan of Merger, dated September 30, 1997, between Valley of the Rogue Bank and Colonial Banking Company**
10.3 Ground Lease Agreement dated June 1, 1988, relating to lease of parking area of Poplar Drive Branch Office*
10.4 Lease Agreement and Memorandum of Agreement dated August 15, 1989 relating to lease of Stewart Avenue Branch Office*
10.5 Lease Agreement dated December 27, 1979, and related agreements for the Talent Branch Office*
10.6 Employment Agreement dated April 10, 1992, by and between Valley of the Rogue Bank and Tom Anderson*
10.7 Employment Agreement dated January 11, 1993, and Amendment to Employment Agreement, dated September 26, 1994, by and between Valley of the Rogue Bank and William A. Haden*
10.8 1994 Amended Non-Discretionary Stock Option Plan for Non-Employee Directors (incorporated by reference to Exhibit 4.3 of the Registrant's registration statement on Form S-8 filed with the Commission on October 3, 1995)
10.9 1994 Amended Non-Qualified Stock Option Plan (incorporated by reference to Exhibit 4.3 of the Registrant's registration statement on Form S-8 filed with the Commission on October 3, 1995)
10.10 Employment Agreement dated February 27, 1997 by and among Valley of the Rogue Bank, VRB Bancorp and Felice Belfiore**
10.11 Employment Agreement dated May 1, 1996 by and between Valley of the Rogue Bank and Brad Copeland**
13.0 1998 Annual Report to Shareholders
23.0 Consent of Moss Adams, LLP
27.0 Financial Data Schedule
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* Incorporated by reference to the Company's registration statement on Form 10 (Commission file number 0-25932) filed April 26, 1995 pursuant to Section 12(g) of the Securities Exchange Act of 1934.
** Incorporated by reference to the Company's registration statement on Form S-1 (Commission File number 333-37167) declared effective November 5, 1997.