UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest reported) December 6, 2004
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American River Bankshares
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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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Check the appropriate box below if the Form 8-K is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[ ] Written communication pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Solicitation 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))
Page 1 of 19 Pages
The Index to Exhibits is on Page 4
Item 2.01. Completion of Acquisition or Disposal of Assets.
On December 6, 2004, the registrant filed an initial Current Report on Form 8-K
with the Securities and Exchange Commission reporting the completion of the
acquisition of Bank of Amador, a California state-chartered bank. This report
amends Item 9.01, Financial Statement and Exhibits, to include the historical,
pro forma, and other financial information required by Item 9.01.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
1. Bank of Amador's Audited Financial Statements as of December 31, 2003
and 2002 and for each of the years in the three-year period ended
December 31, 2003, are hereby incorporated by reference to Exhibit 99.2
attached hereto and to pages F-55 through F-83 of the registrant's
Registration Statement on Form S-4/A (No. 333-119085) filed with the
Commission on October 13, 2004.
(b) Pro Forma Financial Information.
1. Pro Forma Financial Information is attached hereto as Exhibit 99.3.
(c) Exhibits
Exhibit
Number Document Description
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(2.1) Agreement and Plan of Reorganization and Merger by and
among the Registrant, American River Bank and Bank of
Amador, dated as of July 8, 2004 (included as Annex A),
incorporated by reference to the Registrant's Registration
Statement on Form S-4/A (No. 333-119085) filed with the
Commission on October 13, 2004.
(23.1) Consent of Independent Registered Public Accounting Firm.
(99.1) Bank of Amador Audited Financial Statements as of December
31, 2003 and 2002 and for each of the years in the
three-year period ended December 31, 2003, incorporated by
reference to pages F-55 through F-83 of the registrant's
Registration Statement on Form S-4/A (No. 333-119085) filed
with the Commission on October 13, 2004.
(99.2) Unaudited Financial Statements for the period ended
September 30, 2004 for Bank of Amador.
(99.3) Unaudited Pro Forma Combined Consolidated Financial
Information.
Page 2 of 19 Pages
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 BANKSHARES
/s/ MITCHELL A. DERENZO
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December 8, 2004 Mitchell A. Derenzo, Chief Financial Officer
Page 3 of 19 Pages
INDEX TO EXHIBITS
Exhibit No. Description Page
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23.1 Consent of Registered Public Accounting 5
Firm.
99.2 Unaudited Financial Statements for the
period ended September 30, 2004 for
Bank of Amador. 6
99.3 Unaudited Pro Forma Combined
Consolidated Financial Information. 15
Page 4 of 19 Pages