UNITED STATES SECURITIES AND EXCHANGE COMMISSION ~~Washington~~WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT ~~Pursuant to Section 13 or 15(d) of the~~ ~~Securities Exchange Act of 1934~~

~~DATE~~Pursuant OFto ~~REPORT~~Section 13 or 15(~~Date~~d) of ~~earliest~~the Securities ~~event~~Exchange ~~reported):~~Act ~~November 28,~~of ~~2001~~1934

Date of report: July 30, 2002
(Date of earliest event reported)

VIB Corp

(Exact ~~name~~Name of ~~registrant~~Registrant as ~~specified~~Specified in ~~its~~Its ~~charter~~Charter)

California

(State or other ~~jurisdiction~~Jurisdiction of ~~incorporation~~Incorporation)

333-43021		33-0780371
(Commission File Number)		(IRS Employer ~~I.D.~~Identification Number)
1498 Main Street, El Centro, California		92243
(Address of principal executive offices)		(Zip Code)


1498 Main Street, El Centro, California		92243

(Address of Principal Executive Offices)		(Zip Code)

(760) 337-3200

(Registrant’s ~~telephone~~Telephone ~~number~~Number, ~~including~~Including ~~area~~Area ~~code~~Code)

Not Applicable

(Former ~~name~~Name or ~~former~~Former ~~address~~Address, if ~~changed~~Changed ~~since~~Since ~~last~~Last ~~report~~Report)

Exhibit Index at page: 4 Total Number of pages: 220

TABLE OF CONTENTS

	Item 5. Other Events
	Item 5. Other Events.
	Item 7. Financial Statements and Exhibits
SIGNATURES
LIST OF EXHIBITS
EXHIBIT 2.1
EXHIBIT 1.1
EXHIBIT 99.1
EXHIBIT 4.1
EXHIBIT 4.3
EXHIBIT 4.6

Item 5. Other Events.

On ~~November~~July 2830, ~~2001~~2002, the ~~Registrant~~Rabobank ~~raised~~Group ~~approximately $19.7 million in net proceeds from an offering of~~ (“~~trust preferred~~Rabobank”), ~~securities in~~ a ~~private~~Netherlands based ~~placement~~cooperative ~~conducted~~bank, asand aVIB ~~part~~Corp, of a ~~pooled~~bank ~~offering~~holding ~~sponsored~~company byheadquartered ~~Sandler~~in ~~O’Neill~~El ~~& Partners~~Centro, ~~L.P.~~California (~~the “Placement Agent”~~NASDAQ:VIBC)., ~~The~~entered ~~proceeds~~into ~~were~~a ~~used~~definitive toagreement ~~repurchase~~pursuant ~~$19.2 million~~to ofwhich ~~the~~VIB 9%Corp ~~Cumulative~~will ~~Capital~~merge ~~Securities~~with ~~issued~~and onbecome ~~February 5, 1999,~~a bywholly-owned ~~Valley~~subsidiary ~~Capital~~of Rabobank. ~~Trust~~After inthe ~~connection~~merger, ~~with~~VIB ~~the~~Corp ~~Registrant’s~~will ~~first~~continue ~~“trust preferred”~~to ~~offering,~~operate ~~with~~under ~~the~~its current ~~balance~~name toand bewill ~~used~~retain ~~for~~its ~~general corporate purposes~~subsidiaries.

~~The~~Under ~~Registrant~~the ~~formed~~terms aof ~~wholly-owned Delaware business trust subsidiary, Valley Capital Trust II (~~the ~~“Trust”)~~agreement, ~~for~~Rabobank ~~the~~will ~~specific~~acquire ~~purpose~~100% of: ~~(1) investing~~VIB ~~in the Registrant~~Corp’s issued 6%and ~~Floating~~outstanding ~~Rate~~shares ~~Junior~~of ~~Subordinated~~no ~~Debt~~par ~~(the “Debt”),~~value ~~due~~Common ~~December 8,~~Stock ~~2031;~~at ~~(2) selling~~$15.10 6%per ~~Capital Securities (the~~share ~~“Preferred~~in ~~Securities”), representing~~ a ~~97%~~cash ~~beneficial~~transaction. ~~interest~~The inaggregate ~~the~~amount ~~Debt owned~~to bybe ~~the~~paid ~~Trust;~~to ~~and~~VIB ~~(3) issuing~~Corp’s shareholders ~~Common~~is ~~Securities~~estimated ~~(the~~to ~~“Common~~amount ~~Securities”)~~ to ~~the~~approximately ~~Registrant,~~$212.5 million ~~representing~~and awill 3%be funded ~~beneficial~~from ~~interest~~Rabobank’s inexisting ~~the~~cash ~~Debt owned by the Trust~~resources.

OnSubject ~~November 14,~~to ~~2001,~~obtaining ~~the~~applicable ~~Registrant~~regulatory and ~~the~~VIB ~~Trust~~Corp ~~entered into a~~shareholder ~~Placement Agreement with the Placement Agent. On November 28~~approvals, ~~2001,~~ the ~~Registrant~~ ~~issued~~transaction ~~$19.7 million~~is inexpected ~~Debt~~ to the Trust. Concurrently, the Trust issued $19.1 million of the Preferred Securities to the Placement Agent and $610,000 of the Common Securities to the Registrant. The Debt was purchased by the Trust concurrently with the Trust’s issuance of the Preferred Securities and the Common Securities. The proceeds to the Registrant, net of the Placement Agent’s fees and other offering expenses, was approximately $19.1 million, which will be ~~treated~~completed ~~as Tier I capital for regulatory purposes. The 9% Cumulative Capital Securities issued~~ in ~~1999~~the ~~were~~fourth ~~repurchased at a discount.~~quarter ~~They~~2002 ~~will~~or ~~not~~early befirst ~~retired;~~quarter ~~however, they will be eliminated for consolidated and regulatory accounting purposes~~2003. ~~As “trust preferred” securities, they were~~ ~~treated as Tier I capital. Accordingly, the Debt issued will be substituted~~ ~~for the repurchased securities.~~

The interest on the Notes will be deductible and paid by the Registrant and represents the sole source of the Trust’s revenues available for distributions to the holders of the Preferred Securities. The undertakings of the Registrant with regard to the issuance constitute the Registrant’s full and unconditional guarantee of the Trust’s obligations pursuant to the Amended and Restated Declaration of Trust filed herewith as Exhibit 4.3 and the Guarantee Agreement filed herewith as Exhibit 4.6.


Exhibit No.

2.1		Agreement and Plan of Reorganization by and between VIB Corp and Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A., Rabobank Nederland dated July 30, 2002

99.1		Press Release dated July 31, 2002

The Registrant has the right, assuming that no default has occurred regarding the Debt, to defer interest payments on the Debt, at any time and for a period of up to twenty consecutive calendar quarters.

The Preferred Securities will mature concurrently with the Debt on December 8, 2031; but can be called after December 8, 2006 or earlier upon the occurrence of a “Special Event,” as defined in Exhibits 4.1, 4.3 and 4.6 attached herewith.

Item 7. Financial Statements and Exhibits

(a) Financial Statements

Not applicable.

(b) Pro Forma Financial Information

Not applicable.

Number		Description
1.1		Placement Agreement dated as of November 14, 2001, by and between the Registrant, Valley Capital Trust II, and Sandler O’Neill & Partners, L.P.
4.1		Indenture dated as of November 28, 2001 by and between the Registrant and Wilmington Trust Company, as Trustee
4.2		Form of Floating Rate Junior Subordinated Debt (included as Exhibit A to Exhibit 4.1)
4.3		Amended and Restated Declaration of Trust of Valley Capital Trust II dated as of November 28, 2001, among the Registrant, Wilmington Trust Company, as Delaware Trustee and Institutional Trustee, and Dennis L. Kern, Richard Foss and Harry G. Gooding, III, as Administrators
4.4		Form of Common Security Certificate of Valley Capital Trust II (included as Exhibit A-2 to Exhibit 4.3)
4.5		Form of Capital Security Certificate of Valley Capital Trust II (included as Exhibit A-1 to Exhibit 4.3)
4.6		Guarantee Agreement dated as of November 28, 2001 between the Registrant, as Guarantor, and Wilmington Trust Company, as Guarantee Trustee

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.

		VIB CORP
Date: December 6, 2001		/s/ Harry G. Gooding, III
		Harry G. Gooding, III, Executive Vice President and Chief Financial Officer

VIB CORP


Date: August 1, 2002	By:	/s/ Harry G. Gooding, III

		Harry G. Gooding, III, Executive Vice President and Chief Executive Officer

LIST OF EXHIBITS

Number	Description	Page
1.1	Placement Agreement dated as of November 14, 2001, by and between the Registrant, Valley Capital Trust II, and Sandler O’Neill & Partners, L.P.		5
4.1	Indenture dated as of November 28, 2001 by and between the Registrant and Wilmington Trust Company, as Trustee		34
4.2	Form of Floating Rate Junior Subordinated Debt (included as Exhibit A to Exhibit 4.1)		N/A
4.3	Amended and Restated Declaration of Trust of Valley Capital Trust II dated as of November 28, 2001, among the Registrant, Wilmington Trust Company, as Delaware Trustee and Institutional Trustee, and Dennis L. Kern, Richard Foss and Harry G. Gooding, III, as Administrators		110
4.4	Form of Common Security Certificate of Valley Capital Trust II (included as Exhibit A-2 to Exhibit 4.3)		N/A
4.5	Form of Capital Security Certificate of Valley Capital Trust II (included as Exhibit A-1 to Exhibit 4.3)		N/A
4.6	Guarantee Agreement dated as of November 28, 2001 between the Registrant, as Guarantor, and Wilmington Trust Company, as Guarantee Trustee		199

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