Edgar Filing: TRICO BANCSHARES /

TRICO BANCSHARES

Date: July 26, 2018

/s/ Thomas J. Reddish

Thomas J. Reddish, Executive Vice President and

Chief Financial Officer (Principal Financial and Accounting Officer)

8-K

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): July 26, 2018

TriCo Bancshares

(Exact name of registrant as specified in its charter)

California

0-10661

94-2792841

(State or other jurisdiction

of incorporation or organization)

(Commission

File No.)

(I.R.S. Employer

Identification No.)


63 Constitution Drive, Chico, California		95973
(Address of principal executive offices)		(Zip Code)

Registrant’s 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):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 2.02. Results of Operations and Financial Condition.

On July 26, 2018, TriCo Bancshares announced its financial results for the three month period ended June 30, 2018. A copy of the press release is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

FNB Bancorp merged with TriCo Bancshares on July 6, 2018. Certain numbers reflecting the combined entities included in the press release were prepared by management as of the quarter ended June 30, 2018. TriCo will file an amended Form 8-K on or before September 23, 2018 that will include financial statements for FNB Bancorp and combined pro forma financial information for TriCo and FNB as if the merger was effective on June 30, 2018. The pro forma financial information will reflect various adjustments required by applicable acquisition accounting rules that are not reflected in the press release.

Item 9.01: Financial Statements and Exhibits

(d) Exhibits



99.1		Press release dated July 26, 2018

The information furnished under Item 2.02 and Item 9.01 of this Current Period on Form 8-K, including the exhibit, shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, or otherwise subject to the liabilities under that Section, nor shall it be deemed incorporated by reference in any registration statement or other filings of TriCo Bancshares under the Securities Act of 1933, as amended, except as shall be set forth by specific reference in such filing.

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 thereunto duly authorized.