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VALLICORP, PACIFIC BANCORPORATION SIGN DEFINITIVE AGREEMENT

 VALLICORP, PACIFIC BANCORPORATION SIGN DEFINITIVE AGREEMENT
 FRESNO, Calif., Feb. 19 /PRNewswire/ -- ValliCorp Holdings Inc. (NASDAQ: VALY) and Pacific Bancorporation (NASDAQ: PABC) today jointly announced that they have signed a definitive agreement to proceed with their previously disclosed merger plans. The definitive agreement clarifies and amends certain provisions in the previously announced agreement.
 As originally announced on Oct. 29, 1991, the merger agreement continues to provide for the merger of Pacific Bancorporation into ValliCorp with Pacific common stockholders to receive ValliCorp common stock. As per the original agreement, each share of Pacific Bancorporation common stock will be exchanged for .85 shares of ValliCorp common stock or approximately 1.15 million ValliCorp common shares based on Pacific common stock outstanding at Dec. 31, 1991. In addition, Pacific Bancorporation preferred stockholders now have an option to receive ValliCorp common stock or cash.
 The terms of the agreement deal specifically with approximately 189,000 shares of ValliCorp common stock of the above 1.15 million shares, to be held in escrow pending the ultimate resolution of the valuation of certain Pacific Bancorporation assets. The terms of the definitive agreement require the resolution of the identified assets within six months of the transaction's closing date and shares to be released from escrow soon thereafter based upon the resolution results. The two companies indicated that they continue to project the merger's closing date to be Sept. 30, 1992.
 The terms of the definitive agreement, among other things, require ValliCorp to raise proceeds (net of offering costs) of at least $7 million in equity capital to consummate the transaction. ValliCorp is pursuing various levels of financing alternatives with its investment advisors.
 According to J. Mike McGowan, president and chief executive officer of ValliCorp, "Since a significant portion of the operations of Pacific Bancorporation are in or adjacent to markets we already serve, this merger complements our existing structure well. Expanding our system to include Kern County is consistent with our strategic plans of being the largest independent banking organization in the San Joaquin Valley. By the end of 1992, we expect to be a $640 million company with 28 branches throughout the valley."
 Pacific Bancorporfation President Henry Wheeler noted, "The signing of the definitive agreement is an important step towards a merger which will significantly enhance returns to shareholders. Economies of scale will greatly reduce our costs, while the larger capital base will enable us to serve a wider range of customers."
 ValliCorp currently has assets of $433 million and is the largest independent bank holding company headquartered in California's Central San Joaquin Valley. ValliCorp's primary subsidiaries are Bank of Fresno and Merced Bank of Commerce.
 Pacific Bancorporation currently has assets of $206 million and is also headquartered in Fresno. Community First Bank, Pacific Bancorporation's subsidiary, has 18 facilities throughout the San Joaquin Valley.
 For additional information on ValliCorp Holdings Inc., by FAX, no cost, dial 800-PRO-INFO, Code No. 161.
 /CONTACT: Wolfgang T.N. Muelleck, CFO of Vallicorp Holdings, 209-221-4427; Henry Wheeler, president & CEO of Pacific Bancorporation, 209-221-7381; Gary Strong or Nick Farina of Financial Relations Board (FRB), Chicago, 312-266-7800; or Lillian Armstrong of FRB, San Francisco, 415-986-1591/
 (VALY PABC) CO: Vallicorp Holdings Inc.; Pacific Bancorporation ST: Illinois IN: FIN SU: TNM


AL -- LA007 -- 0368 02/19/92 10:55 EST
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Publication:PR Newswire
Date:Feb 19, 1992
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