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SIERRA BANCORP — Major Shareholding Notification 2008
Mar 26, 2008
33049_mrq_2008-03-26_f7cef7bd-3e3d-4fcc-8c50-d0f2c57ac000.zip
Major Shareholding Notification
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SC 13D 1 ch13d.htm SCHEDULE 13D Sierra Bancorp table.MsoNormalTable {mso-style-parent:""; font-size:10.0pt; font-family:"Times New Roman" }
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _____ )
Sierra Bancorp
(Name of Issuer)
Common Stock
(Title of Class of Securities)
82620P102
(CUSIP Number)
Jeffrey A. Tisdale, Esq. Tisdale & Nicholson, LLP 2029 Century Park East, Suite 900 Los Angeles, CA 90067 (310) 286-1260
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 14, 2008
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the following box þ .
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7(b) for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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PAGEBREAK
SCHEDULE 13D
CUSIP No. 82620P102
| 1 | NAME OF REPORTING PERSONS Patricia L. Childress | |
|---|---|---|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | |
| (a) þ | ||
| (b) o | ||
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | |
| PF, | ||
| OO | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | |
| o | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| USA | ||
| 7 | SOLE VOTING POWER | |
| NUMBER OF | 632,942 | |
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | ||
| OWNED BY | 32,673 | |
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | ||
| PERSON | 649,048 | |
| WITH | 10 | SHARED DISPOSITIVE POWER |
| 6,000 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 665,615 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE | |
| INSTRUCTIONS) | ||
| o | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 7.0% | ||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | |
| IN |
2
PAGEBREAK
SCHEDULE 13D
CUSIP No. 82620P102
| 1 | NAME OF REPORTING PERSONS Carol A. Bates | |
|---|---|---|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | |
| (a) þ | ||
| (b) o | ||
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | |
| PF, | ||
| OO | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | |
| o | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| USA | ||
| 7 | SOLE VOTING POWER | |
| NUMBER OF | 516,451 | |
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | ||
| OWNED BY | 32,673 | |
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | ||
| PERSON | 527,018 | |
| WITH | 10 | SHARED DISPOSITIVE POWER |
| 6,000 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 549,124 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE | |
| INSTRUCTIONS) | ||
| o | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 5.7% | ||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | |
| IN |
3
PAGEBREAK
Item 1. Security and Issuer
This Schedule 13D relates to shares of Common Stock of Sierra Bancorp, a California corporation (the "Issuer"), whose principal executive office is located at 86 North Main Street, Porterville, California 93257.
Item 2. Identity and background
This Statement is filed by Patricia L. Childress ("Ms. Childress" or "Reporting Person Childress") and Carol A. Bates ("Ms Bates" or "Reporting Person Bates"). Ms. Childress and Ms. Bates are collectively referred to herein as the "Reporting Persons."
a. Name: Patricia L. Childress
b. Address: 356 North Porter Road, PMB #148, Porterville, California 93257
c. Occupation: Retired
d. Criminal Convictions during the last 5 years: None
e. Securities Civil Proceedings during the last 5 years: None
f. Citizenship: USA
a. Name: Carol A. Bates
b. Address: 30731 Highway 190, Porterville, California 93257
c. Occupation: Farmer
d. Criminal Convictions during the last 5 years: None
e. Securities Civil Proceedings during the last 5 years: None
f. Citizenship: USA
Item 3. Source and Amount of Funds or Other Consideration
N/A
Item 4. Purpose of Transaction
On December 28, 2007, the Reporting Person Childress sent a letter to the Company informing the Company's Board of Directors of her intention to nominate herself for election to the Board of Directors of the Company. (Exhibit 99.1 hereof.) To secure such a position, Reporting Person Childress recently concluded that a solicitation of proxies is necessary and intends to solicit proxies through the distribution of her own proxy statement. Accordingly, she shall soon file her preliminary proxy statement with the SEC.
In connection with the above, on March 14, 2008, Reporting Person Bates agreed with Reporting Person Childress to vote her shares for the election of Ms. Childress and to provide financial and personal assistance to further this goal. See response to Item 6 below. As a result of this agreement, Reporting Persons are deemed to have the purpose of "changing or influencing control" of Sierra Bancorp.
Except as described above in this Item 4 and herein, Reporting Persons have no specific plans or proposals that relate to or would result in any of the actions or events specified in clauses (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
The following information is based on 9,576,388 shares of Issuer's Common Stock outstanding according to the Issuer's report on Form 8-K filed on January 23, 2008:
(a) The aggregate number of shares of the Issuer's Common Stock beneficially owned by each Reporting Person covered by this statement is as follows:
| Name | Number of Shares | Percentage |
|---|---|---|
| Patricia Childress | 665,615 | 7.0 % |
| Carol Bates | 549,124 | 5.7 % |
(b)
(1) Number of shares as to which Ms. Childress has:
(i) Sole power to vote or to direct the vote: 632,942
(ii) Shared power to vote or to direct the vote: 32,673
(iii) Sole power to dispose or to direct the disposition of: 649,048
(iv) Shared power to dispose or to direct the disposition of: 6,000
(2) Number of shares as to which Ms. Bates has:
(i) Sole power to vote or to direct the vote: 516,451
(ii) Shared power to vote or to direct the vote: 32,673
(iii) Sole power to dispose or to direct the disposition of: 527,018
(iv) Shared power to dispose or to direct the disposition of: 6,000
(c) Other than as set forth in response to Item 4 above, during the past 60 days the Reporting persons have neither purchased
nor sold any shares of Issuer.
(d) None.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
As a result of their March 14, 2008 agreement to work together to elect Ms. Childress to the board of directors, which agreement includes Ms. Bates's agreement to vote her shares for Ms. Childress and to lend personal and financial support for the expenses of the election, Reporting Persons are deemed to be "acting in concert" as a "group" to further this goal. This oral agreement is deemed to have the purpose of "changing or influencing control" of Sierra Bancorp. See response to Item 4 above.
Item 7. Material to be Filed as Exhibits
99.1 Letter, dated December 28, 2007, by the Reporting Person to the Company
PAGEBREAK
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.
Dated: March 14, 2008
| Signature |
|---|
| /s/ Patricia Childress Pa Patricia Childress, an individual |
| Signature |
| /s/ Carol Bates |
| Carol Bates, an individual |
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