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VALLICORP, PACIFIC BANCORP ESTABLISH STOCK EXCHANGE RATIO FOR MERGER AGREEMENT; STOCKHOLDER VOTE SCHEDULED FOR MAY 17

 FRESNO, Calif., Jan. 26 /PRNewswire/ -- ValliCorp Holdings, Inc. (NASDAQ-NMS: VALY) and Pacific Bancorporation (NASDAQ: PABC) today jointly announced that the boards of directors of the respective bank holding companies have agreed to an amendment which sets the common stock exchange ratio for their merger agreement. The amendment specifies, among other things, that the exchange ratio for Pacific Bancorp stockholders will be 0.80 shares of ValliCorp common stock for each share of Pacific common stock. ValliCorp's board voted unanimously for approval; the majority of Pacific's board voted in favor of the amendment. Previously the exchange ratio had been set within a range of 0.71 to 0.85 shares of ValliCorp common stock pending the disposition of certain Pacific Bancorp nonperforming assets.
 Over the past several months, Pacific Bancorp successfully negotiated the sale of most of the properties in question, which resulted in improved operating results and a substantial reduction in the company's nonperforming assets to total assets ratio for the year ended Dec. 31, 1992.
 In further actions, the board of directors of each company agreed to submit the proposed merger agreement to stockholder vote on May 17, 1993. Pacific will call a special stockholders' meeting on that day to vote on the merger. ValliCorp will submit the merger proposal to its stockholders at its regularly scheduled annual meeting which is also scheduled for May 17.
 As previously announced, the planned merger between ValliCorp and Pacific Bancorp is subject to certain conditions, including stockholder and regulatory approval and the completion of minimum financing requirements. The two companies expect to complete the merger by the second quarter of 1993.
 ValliCorp Holdings Inc. is a $455 million multibank holding company with two bank subsidiaries: Bank of Fresno and Merced Bank of Commerce. Pacific Bancorporation is a $209 million holding company and parent of Community First Bank of Bakersfield, Calif. Both companies operate in California's Central San Joaquin Valley. If approved by regulators and stockholders, the merger would rank ValliCorp among the top 20 bank holding companies headquartered in California. ValliCorp is the state's only regional independent bank holding company headquartered in Fresno -- the heart of the Central San Joaquin Valley.
 ValliCorp's common stock is traded on the NASDAQ National Market System under the symbol VALY; Pacific Bancorp's common stock is also traded on the NASDAQ system under the symbol PABC.
 Receive the latest information about ValliCorp via fax, no cost. 800-PRO-INFO, code 161.
 -0- 1/26/93
 /CONTACT: Wolfgang T.N. Muelleck, executive VP and CFO of ValliCorp, 209-221-4427; or Gary Strong or Nick Farina of Financial Relations Board in Chicago, 312-266-7800; or Lillian Armstrong of Financial Relations Board in San Francisco, 415-986-1591; or Regina Ryan of Financial Relations Board in New York, 212-661-8030, for ValliCorp/
 (VALY PABC)


CO: ValliCorp Holdings Inc.; Pacific Bancorporation ST: California IN: FIN SU: TNM

MS-BP -- LA024 -- 9165 01/26/93 14:39 EST
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Publication:PR Newswire
Date:Jan 26, 1993
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