8-K

Date: October 6, 2014

TRICO BANCSHARES (AS SUCCESSOR TO

NORTH VALLEY)

/s/ Thomas J. Reddish

Thomas J. Reddish

President and Chief Financial Officer

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:

On October 3, 2014, North Valley Bancorp, a California corporation (“North Valley”), entered into an amendment (the “Amendment”) to its Rights Agreement dated March 25, 2009, with Computershare, Inc., as Rights Agent. The Amendment accelerates the expiration of the rights from September 9, 2019 to October 3, 2014 and has the effect of terminating the Rights Agreement as of that date. At the time of the termination of the Rights Agreement on October 3, 2014, at 5:00 p.m., California time, all rights distributed to holders of North Valley’s common stock pursuant to the Rights Agreement will expire. A copy of the Amendment is attached as Exhibit 4.4 and is incorporated hereto.

On October 3, 2014, pursuant to the Agreement and Plan of Merger and Reorganization, dated as of January 21, 2014 (the “Merger Agreement”), between TriCo Bancshares, a California corporation (“TriCo”), and North Valley, North Valley merged with and into TriCo with TriCo continuing as the surviving corporation (the “Merger”). Immediately after the Merger, North Valley Bank, a wholly owned bank subsidiary of North Valley, merged with and into Tri Counties Bank, a wholly owned bank subsidiary of TriCo, with Tri Counties Bank continuing as the surviving bank.

Pursuant to the terms of the Merger Agreement, each outstanding share of North Valley common stock, no par value per share (“North Valley Common Stock”) (other than shares owned by North Valley directly or indirectly as specified in the Merger Agreement, which shares were cancelled), including the associated preferred stock purchase rights, was converted into the right to receive 0.9433 of a share of TriCo common stock, no par value per share (“TriCo Common Stock”). For each fractional share that would have otherwise been issued, TriCo will pay cash in an amount equal to such fraction of a share multiplied by $23.26, which was the weighted average of the closing prices for shares of TriCo Common Stock as quoted on the NASDAQ Global Select Market for the twenty consecutive trading days ending on October 2, 2014 (the “Weighted Average Closing Price”).

Immediately prior to the closing, each outstanding option to purchase shares of North Valley Common Stock, whether or not then vested and exercisable, was cancelled and the holder of the option was entitled to receive from North Valley, subject to any required tax withholding, an amount in cash, without interest, equal to the excess over the exercise price per share, if any, of 0.9433 multiplied by the Weighted Average Closing Price.

As a result of the Merger, TriCo will deliver approximately 6.58 million shares of TriCo Common Stock to the former holders of North Valley Common Stock. Former holders of North Valley Common Stock, as a group, have the right to receive shares of TriCo Common Stock in the Merger constituting approximately 29% of the outstanding shares of TriCo Common Stock immediately after the Merger. As a result, holders of TriCo Common Stock immediately prior to the Merger, as a group, own approximately 71% of the outstanding shares of TriCo Common Stock immediately after the Merger. Based on TriCo’s closing stock price of $23.09 on October 2, 2014, the merger consideration was valued at approximately $21.94 per North Valley share.

In connection with the Merger, TriCo entered into three First Supplemental Indentures to assume North Valley’s guarantees with respect to an Indenture between (i) North Valley and Wilmington Trust Company, dated as of April 10, 2003, pursuant to which North Valley issued $6,186,000 of its Fixed/Floating Rate Junior Subordinated Debt Securities Due 2033, (ii) North Valley and Wilmington Trust Company, dated as of May 5, 2004, pursuant to which North Valley issued $5,155,000 of its Floating Rate Junior Subordinated Debt Securities Due 2034, and (iii) North Valley and U.S. Bank National Association, dated as of December 29, 2005, pursuant to which North Valley issued $10,310,000 of its Floating Rate Junior Subordinated Debt Securities Due March 15, 2036. Collectively, these trust preferred securities represent less than 1% of the total assets of TriCo following the Merger.

The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which was filed as Exhibit 2.1 to North Valley’s Current Report on Form 8-K filed on January 22, 2014, which is incorporated herein by reference.

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On October 3, 2014, North Valley notified the NASDAQ Stock Market, LLC (“NASDAQ”) that trading in North Valley Common Stock should be suspended and the listing of North Valley Common Stock should be removed, in each case prior to market open on October 6, 2014. The NASDAQ has filed a notification of removal from listing of North Valley Common Stock (together with the associated stock purchase rights) on Form 25 with the Securities and Exchange Commission. North Valley intends to file a Form 15 with respect to the North Valley Common Stock and associated stock purchase rights requesting the deregistration of North Valley Common Stock and associated stock purchase rights under Section 12 of the Exchange Act and the suspension of North Valley Common Stock’s reporting obligations under Sections 13 and 15(d) of the Exchange Act.

The information set forth under Item 1.01, 2.01 and Item 3.01 is incorporated into this Item 3.03 by reference.

The information set forth under Items 2.01 and 5.02 are incorporated into this Item 5.01 by reference.

Pursuant to the terms of the Merger Agreement, on October 3, 2014, three independent members of North Valley’s board of directors, J. M. (“Mike”) Wells, Jr., Patrick W. Kilkenny, and Martin A. Mariani, were appointed to the board of directors of TriCo and Tri Counties Bank, effective as of October 3, 2014, to serve until the annual meeting of shareholders of TriCo or Tri Counties Bank, as the case may be, at which time they will stand for reelection, subject to nomination by the Nominating and Corporate Governance Committee. On October 3, 2014, TriCo and Tri Counties Bank appointed and elected Michael J. Cushman, North Valley’s President and Chief Executive Officer, to join TriCo as its Executive Vice President—Strategic Initiatives, effective as of October 4, 2014.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective on October 3, 2014, the date of the Merger, North Valley’s directors and executive officers ceased serving in such capacities and (except as described under Item 5.01) the directors and executive officers of TriCo continued as the directors and executive officers of TriCo.

On October 3, 2014, TriCo issued a press release announcing the completion of the Merger. A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

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.

This AMENDMENT TWO, dated as of October 3, 2014 (this “Amendment Two”), to the Amended and Restated Shareholder Protection Rights Agreement, dated as of March 26, 2009, as amended on January 21, 2014 (the “Rights Agreement”), between North Valley Bancorp, a California corporation (the “Company”), and Computershare Inc., a Delaware corporation, as Rights Agent (the “Rights Agent”). Terms used but not defined herein shall, unless the context otherwise requires, have the meanings assigned to such terms in the Rights Agreement.

WHEREAS, Section 27 of the Rights Agreement provides that the Company may from time to time supplement or amend the Rights Agreement, as the Company may deem necessary or desirable, in a writing signed by the Company and the Rights Agent, without the approval of the holders of Rights Certificates; and

WHEREAS, concurrently with the execution and delivery of this Amendment Two, the Company and TriCo Bancshares, a California corporation (“TriCo”) are consummating the transactions contemplated by their Agreement and Plan of Merger and Reorganization dated January 21, 2014 (the “Merger Agreement”), including the merger of the Company with and into TriCo (the “Merger”); and

WHEREAS, the Board of Directors of the Company has approved the Merger Agreement and the Merger and has determined that an amendment of the Rights Agreement in the form of this Amendment Two is necessary and desirable in order to give effect to the Merger Agreement and the Merger; and

WHEREAS, in accordance with Section 27 of the Rights Agreement, the Company and the Rights Agent desire to evidence such amendment in the form of this Amendment Two;

NOW THEREFORE, in consideration of the foregoing and the mutual agreements set forth herein, the parties hereto agree as follows:

1. The Company hereby certifies to the Rights Agent that this Amendment Two will not change or increase the duties, liabilities or obligations of the Rights Agent to the Company. The Rights Agent is entitled to rely upon this certification in forming an opinion as to whether this Amendment Two would affect the duties, liabilities or obligations of the Rights Agent to the Company.

2. Amendment to Section 7(a). Section 7(a) of the Rights Agreement is hereby amended by replacing the Section in its entirety with the following:

“(a) The registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase on the reverse side thereof properly completed and duly executed, to the Rights Agent at the designated office of the Rights Agent, together with payment of the Purchase Price for each one one-hundredth of a Preferred Share as to which the Rights are exercised, and an amount equal to any tax or charge required to be paid under Section 9(e) hereof, by certified check, cashier’s check, bank draft or money order payable to the order of the Company, at or prior to the earliest of (i) the Close of Business on October 3, 2014 (the “Final Expiration Date”), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the “Redemption Date”), or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof. Except for those provisions herein which expressly survive the termination of this Agreement, this Agreement shall terminate at such time as the Rights are no longer exercisable hereunder.”

3. This Amendment Two is conditioned upon effectiveness of the Merger and shall be effective immediately prior to the Effective Time of the Merger; provided, however, that this Amendment Two will be of no further force or effect upon the termination of the Merger Agreement in accordance with its terms. The Company will provide the Rights Agent with prompt written notice of the consummation of the transactions contemplated by the Merger Agreement or the termination of this Amendment Two pursuant to this section, as applicable.

5. This Amendment Two shall be governed by and construed in accordance with the laws of the State of California applicable to contracts made and to be performed entirely within the State of California, provided, however, that all provisions regarding the rights, duties and obligations of the Rights Agent shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely within the State of New York. In all respects not inconsistent with the terms and provisions of this Amendment Two, the Rights Agreement is hereby ratified, adopted, approved and confirmed. If any term of this Amendment Two is held by a court of competent jurisdiction or other competent authority to be invalid or unenforceable, the remainder of the terms hereof shall remain in full force and effect, and this Amendment Two shall be construed in order to give the maximum effect to the remaining terms and intent hereof. This Amendment Two may be executed in one or more counterparts (including by facsimile, PDF or other electronic means), each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment Two to be executed by their duly authorized officers as of the date first written above.


NORTH VALLEY BANCORP

By:		/s/ Michael J. Cushman
Name:		Michael J. Cushman
Title:		President and CEO

COMPUTERSHARE INC., as Rights Agent

By:		/s/ Dennis V. Moccia
Name:		Dennis V. Moccia
Title:		Manager, Contract Administration

TRICO BANCSHARES ANNOUNCES THE COMPLETION OF ITS MERGER WITH NORTH VALLEY BANCORP

Chico, California. — October 3, 2014. TriCo Bancshares (NASDAQ: TCBK, “TriCo”) today announced that on October 3, 2014, it completed its previously announced merger with North Valley Bancorp (NASDAQ: NOVB, “North Valley”). Immediately following the closing of the merger, North Valley Bank, a wholly-owned subsidiary of North Valley, merged with and into TriCo’s banking subsidiary, Tri Counties Bank.

The merger, which was first announced on January 21, 2014, was concluded following receipt of shareholder approval from both institutions and all required regulatory approvals. Based on financial information as of June 30, 2014, on a pro forma basis, the combined company has approximately $3.5 billion in assets, $3.1 billion in deposits, $2.2 billion in gross loans and 81 branches throughout California — stretching from Bakersfield in the south to Crescent City in the north.

Richard P. Smith, President & CEO, TriCo Bancshares commented, “We are pleased to announce the completion of our merger with North Valley Bancorp, uniting two banks best known for their superior brands of customer and community service. The next step in our integration strategies will be the conversion of bank data systems and the partnership of North Valley bankers onto our larger combined banking network. We look forward to the opportunities and increased capacities this business combination provides as we further our efforts to build a premier Northern California community bank.”

Under the terms of the merger agreement, North Valley shareholders received a fixed exchange ratio of 0.9433 shares of TriCo common stock in exchange for each share of North Valley common stock. Holders of North Valley common stock immediately prior to the merger, as a group, own approximately 29% of the outstanding shares of the TriCo common stock immediately after the merger. Based on TriCo’s closing stock price of $23.09 on October 2, 2014, the merger consideration was valued at approximately $21.78 per North Valley share. Immediately prior to the closing, North Valley option holders received cash, net of applicable taxes withheld, for the value of their unexercised stock options in an amount equal to the excess over the exercise price per share, if any, of 0.9433 multiplied by $23.26, which was the weighted average of the closing prices for shares of TriCo common stock as quoted on the NASDAQ Global Select Market for the twenty consecutive trading days ending on October 2, 2014.

Three independent members of North Valley’s board of directors were appointed to the board of directors of TriCo and Tri Counties Bank: J. M. (“Mike”) Wells, Jr., Patrick W. Kilkenny and Martin A. Mariani. In addition, TriCo appointed Michael J. Cushman, North Valley’s President and Chief Executive Officer, to join TriCo as its Executive Vice President, Strategic Initiatives.

Michael Cushman, President and CEO, North Valley Bancorp stated, “The North Valley and Tri Counties partnership presents an exciting strategic opportunity for our stakeholders. Our teams are working well together to provide for a smooth transition.”

TriCo was advised in this transaction by Keefe, Bruyette & Woods, a Stifel Company, as financial advisor and Manatt, Phelps & Phillips, LLP, as legal counsel. North Valley was advised by Sandler O’Neill + Partners, L.P., as financial advisor and Dodd Mason George LLP, as legal counsel.

TriCo Bancshares and its subsidiary, Tri Counties Bank, are headquartered in Chico, California. Tri Counties Bank has a 39-year history in the banking industry. It operates 61 traditional branch locations and 20 in-store branch locations in 26 California counties, including the 22 acquired North Valley Bank locations. Tri Counties Bank offers financial services and provides a diversified line of products and services to consumers and businesses, which include demand, savings and time deposits, consumer finance, online banking, mortgage lending, and commercial banking throughout its market area. It operates a network of 90 ATMs and an automated Customer Service Department, available 24 hours a day, seven days a week. Brokerage services are provided by the Bank’s investment services affiliate, Raymond James Financial Services, Inc. For further information please visit the Tri Counties Bank web site at http://www.tricountiesbank.com.

Statements made in this release, other than those concerning historical financial information, may be considered forward-looking statements, which speak only as of the date of this release and are based on current expectations and involve a number of assumptions. These include statements as to the anticipated benefits of the merger, including future financial and operating results, cost savings and enhanced revenues that may be realized from the merger as well as other statements of expectations regarding the merger and any other statements regarding future results or expectations. TriCo intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and is including this statement for purposes of these safe harbor provisions. TriCo’s ability to predict results, and the actual effect of future plans or strategies, is inherently uncertain. Factors which could have a material effect on the operations and future prospects of TriCo, include but are not limited to: (1) the businesses of TriCo and North Valley may not be integrated successfully or such integration may be more difficult, time-consuming or costly than expected; (2) expected revenue synergies and cost savings from the merger may not be fully realized or realized within the expected time frame; (3) revenues following the merger may be lower than expected; (4) customer and employee relationships and business operations may be disrupted by the merger; (5) changes in interest rates, general economic conditions, legislative/regulatory changes, monetary and fiscal policies of the U.S. government, including policies of the U.S. Treasury and the Board of Governors of the Federal Reserve; (6) the quality and composition of the loan and securities portfolios; (7) demand for loan products; (8) deposit flows; (9) competition; (10) demand for financial services in the companies’ respective market areas; (11) their implementation of new technologies; (12) their ability to develop and maintain secure and reliable electronic systems; and (13) accounting principles, policies, and guidelines, and (14) other risk factors detailed from time to time in filings made by TriCo with the SEC. TriCo undertakes no obligation to update or clarify these forward-looking statements, whether as a result of new information, future events or otherwise.


Exhibit No.		Description

2.1		Agreement and Plan of Merger and Reorganization, dated as of January 21, 2014, between TriCo Bancshares and North Valley Bancorp (filed as Exhibit 2.1 to North Valley’s Current Report on Form 8-K filed on January 22, 2014 and incorporated herein by reference).

4.1		Shareholder Protection Rights Agreement, dated as of September 9, 1999, between North Valley Bancorp and ChaseMellon Shareholder Services, L.L.C., as Rights Agent (incorporated by reference to Exhibit 1 to Registration Statement on Form 8-A filed on September 30, 1999).

4.2		Amended and Restated Shareholder Protection Rights Agreement, dated as of March 26, 2009, as amended on January 21, 2014, between North Valley and Computershare Inc., as Rights Agent (incorporated by reference to Exhibit 1 to Registration Statement on Form 8-A filed on April 1, 2009).

4.3		Amendment to Shareholder Protection Rights Agreement, dated January 21, 2014, between North Valley and Computershare Inc., as Rights Agent (incorporated by reference to Exhibit 99.1 to Form 8-K filed on January 22, 2014).

4.4		Amendment to Shareholder Protection Rights Agreement, dated October 3, 2014, between North Valley and Computershare Inc., as Rights Agent.

99.1		Press release dated October 3, 2014.