<PAGE>   1
                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K

              ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998
                         Commission file number: 0-25932

                                   VRB Bancorp
             (Exact name of Registrant as specified in its charter)

             Oregon                                  93-0892559
  (State or other jurisdiction           (I.R.S. Employer Identification Number)
of incorporation or organization)

             110 Pine St., P.O. Box 1046, Rogue River, Oregon 97537
                    (Address of principal executive offices)
                                   (Zip Code)

                                 (541) 582-4554
              (Registrant's telephone number, including area code)

           Securities registered pursuant to Section 12(b) of the Act
                                      None
                                            
           Securities registered pursuant to Section 12(g) of the Act:

                           Common Stock, as par value
                                (Title of Class)

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X]  No [ ] 

Indicate by check mark if disclosure of delinquent filing pursuant to Item 405
of Regulation S-K is not contained herein and will not be contained, to the best
of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

The aggregate market value of the voting stock held by non-affiliates of the
Registrant was $ 72,337,531 at March 5, 1999.

As of March 5, 1999, there were 8,701,736 shares of the Registrant's Common
Stock outstanding.

                      Documents Incorporated by Reference:

Portions of the Registrant's 1998 Annual Report to Shareholders is incorporated
by reference in Part II hereof. Portions of the Registrant's proxy statement
dated March 12, 1999, for the 1999 annual meeting of shareholders is
incorporated by reference in Part III hereof.


<PAGE>   2
INDEX


<TABLE>
<CAPTION>
PART I                                                                               PAGE
                                                                                     ----
<S>                                                                                  <C>
Item 1.        Description of business
                 Introduction                                                           3
                 Business                                                               3
                 Acquisition                                                            4
                 Market area                                                            4
                 Competition                                                            4
                 Employees                                                              5
                 Risk Factors                                                           5
                 Supervision and regulation                                             6

Item 2.        Properties                                                               9
Item 3.        Legal proceedings                                                       10
Item 4.        Submission of matters to vote on security issues                        10


PART II
Item 5.        Market for registrant's common equity and 
               related shareholder matters                                             11
Item 6.        Selected financial data                                                 11
Item 7.        Management's discussion and analysis of 
               financial condition and results of operation                            11
Item 8.        Financial statements and supplementary data                             11
Item 9.        Changes in and disagreements with accountants on accounting
               and financial disclosure                                                11

PART III
Item 10.       Directors and executive officers of the registrant                      12
Item 11.       Executive compensation                                                  12
Item 12.       Security ownership of certain beneficial owners and management          12
Item 13.       Certain relationships and related transactions                          12


PART IV
Item 14.       Exhibits, financial statement schedules and reports on
               Form 8-K                                                                13

SIGNATURES                                                                             14
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULES                               15
EXHIBIT INDEX                                                                          16
</TABLE>


<PAGE>   3
Disclosure Regarding Forward-Looking Statements

        The following discussion includes forward-looking statements within the
meaning of the "safe-harbor" provisions of the Private Securities Litigation
Reform Act of 1995. Such forward-looking statements are based on the beliefs of
the Company's management and on assumptions made by and information currently
available to management. All statements other than statements of historical
fact, regarding the Company's financial position, business strategy and plans
and objectives of management for future operations of the Company are
forward-looking statements. When used herein, the words "anticipate," "believe,"
"estimate," "expect," and "intend" and words or phrases of similar meaning, as
they relate to the Company or management, are intended to identify
forward-looking statements. Although the Company believes that the expectations
reflected in such forward-looking statements are reasonable, it can give no
assurance that such expectations will prove to have been correct.
Forward-looking statements are subject to certain risks and uncertainties, which
could cause actual results to differ materially from those indicated by the
forward-looking statements. These risks and uncertainties include the Company's
ability to maintain or expand its market share or net interest margins, or to
implement its marketing and growth strategies. Further, actual results may be
affected by the Company's ability to compete on price and other factors with
other financial institutions; customer acceptance of new products and services;
and, general trends in the banking industry and the regulatory environment, as
they relate to the Company's cost of funds and returns on assets. In addition,
there are risks inherent in the banking industry relating to collectibility of
loans and changes in interest rates. The reader is advised that this list of
risks is not exhaustive and should not be construed as any prediction by the
Company as to which risks would cause actual results to differ materially from
those indicated by the forward-looking statements.

PART I

ITEM 1.        DESCRIPTION OF BUSINESS

INTRODUCTION

        VRB Bancorp was organized in 1983 under Oregon law for the purpose of
becoming a holding company of Valley of the Rogue Bank, an Oregon
state-chartered bank organized in 1967. The Company conducts its business
through, and has no material operations outside of, Valley of the Rogue Bank.
Accordingly, reference to "VRB", "the Company", and "the Bank" are intended to
denote VRB Bancorp and Valley of the Rogue Bank as a consolidated entity, except
as the context may otherwise indicate.

BUSINESS

VRB is the largest community bank in Southern Oregon, currently operating
thirteen full service branches in the Rogue Valley, and seeks significant growth
in its earning assets while maintaining a high return on shareholders' equity.
VRB believes that this objective can be achieved by continuing to provide
personalized, quality banking services to its customers. VRB operates under the
conviction that services that are specifically designed to satisfy the needs of
individual customers will enable the Bank to retain and expand existing market
share. VRB complements this strategy by distinguishing its services from those
of the larger regional and national banks, all of which are headquartered in
other states and have transferred lending decisions away from local branches.

VRB's strategy is to make available community banking services to individuals,
professionals, and small to medium size businesses. The Bank is most active in
commercial and construction lending. Such loans are typically characterized by
innovative or flexible terms, and collateralized by commercial, residential
owner-occupied or rental properties. Other lending products available to local
business and commercial customers include equipment and inventory financing,
revolving lines of credit, and other small business loans. VRB also provides
consumer loans for a variety of purposes, including secured and unsecured
personal loans, home equity and personal lines of credit, vehicle loans and
student loans. VRB maintains sound loan underwriting standards with written loan
policies, conservative individual and branch lending limits, and supervisory
oversight by Board designated loan committees.

VRB offers a broad array of traditional deposit products and services, including
non-interest bearing and interest


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<PAGE>   4
bearing checking accounts, savings accounts, money market accounts and
certificates of deposit. These products generally earn interest at rates
established by management based upon competitive market factors and management's
desire to increase certain types of deposit liabilities. VRB strives to develop
customer relations to attract core deposits in non-interest bearing
transactional accounts and thus maintain a low cost of funds. As of June 30,
1998, VRB held approximately 15% of the total market, measured as a percentage
of total deposits then held by financial institutions operating in Jackson and
Josephine county.

While VRB recognizes that the majority of its customers have come to expect
traditional personal banking products and services, VRB has also made the
commitment to provide new technology-based products, including a 24-hour
telephone account access system, a debit card program and an expanded ATM
network.

ACQUISITION

Effective January 5, 1998, Valley of the Rogue Bank executed a plan of merger
with Colonial Banking Company ("CBC") under the purchase method of accounting.
CBC, previously headquartered in Grants Pass, Oregon, had $116 million in total
assets as of December 31, 1997. The merger added four branches, operating under
the name of Valley of the Rogue Bank.

VRB faced certain challenges with the acquisition of CBC, including credit
quality and deposit pricing. CBC's loan portfolio, which exceeded $92 million at
the time of the merger, was geographically dispersed through out the Rogue
Valley and the Portland metropolitan area. The portfolio was almost entirely
collateralized by real property, and contained concentrations in short-term
construction financing and commercial properties. Over the past several months,
under-collateralized loans have been shored up with additional security and non
performing credits have been brought current or paid off. By year-end, the
overall credit quality of the portfolio was very strong, with total non-
performing loans less than a quarter of one percent of total loans.

Following the merger, the Bank applied existing pricing policies to CBC
accounts, which served to reengineer the Bank's mix of deposits and loans. In
particular, renewal rates on time certificates of deposit were significantly
beneath those rates previously offered by CBC and as a result, concentrations in
time certificates of deposit declined. As the year progressed, declining time
accounts were replaced by inflows of non interest bearing deposits and money
market accounts, and the Bank's overall cost of funds dipped beneath 3%.

MARKET AREA

The Company primarily conducts its business in Jackson and Josephine Counties
(the Rogue Valley) in southern Oregon. The two counties have experienced an
estimated 17% increase in population from 1990 to 1998. The fastest growing age
groups were those in the middle working years (20-54), reflecting the areas'
reputation as a family orientated community. The Rogue Valley continues to
become increasingly urbanized and infrastructure growth has been robust,
including both residential and commercial development.

The region's employment base has diversified in the last decade. The region's
dependence on wood products declined by 30%, with timber manufacturing jobs
accounting for less than half of all manufacturing jobs in the Rogue Valley by
1997. Southern Oregon has a good track record of attracting smaller sized firms
to the area, and industry sectors such as wholesale and retail trade, higher
education and medical services have experienced strong growth. Non-farm payroll
jobs are predicted to grow 23% from 1996 through 2006, outpacing the 21%
expected average for the state of Oregon.


COMPETITION

Within the Company's geographic market, VRB's competes with commercial banks,
savings and loan associations, and credit unions, some of which may offer
lending and/or deposit products with rates that VRB cannot or is not willing to
offer. Major commercial bank competitors, or super-regional institutions
headquartered outside of the state of Oregon command approximately 75% of the
traditional deposits in the Rogue Valley. These institutions have the advantage
of offering their customers services and statewide banking facilities that VRB
does not offer. In addition, such


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institutions have high public visibility and are able to maintain advertising
and marketing activity on a much larger scale than the Company can economically
maintain.

In recent years, competition for deposits and loans has intensified. New
community banks have opened in Grants Pass and in Medford. Super-regional banks
continue to consolidate into larger, more influential financial institutions.
Furthermore, pressure from outside the traditional banking system, from credit
unions, investment banking firms, insurance companies and related industries
offering bank-like products, has increased the competition for deposits and
loans.

VRB distinguishes itself from the competition by promoting local, personalized
service and community involvement. VRB's lending strategies target particular
industry niches or clientele, providing financial services tailored to meet the
customers' individual needs. VRB believes these strategies to be successful.

EMPLOYEES

As of December 31, 1998, the Bank employed a total of 165 full time equivalent
employees. A number of benefit plans are available to eligible employees,
including paid sick leave and vacation, group medical plans, a 401(k) plan, and
a discretionary stock option plan. None of the employees are subject to a
collective bargaining agreement and the Bank considers its relationships with
its employees to be favorable.

RISK FACTORS

Ownership of VRB Bancorp stock involves certain risks. Current and prospective
investors should carefully consider and evaluate all of the Risk Factors as set
forth below. The Company cautions the reader that this list of risk factors may
not be exhaustive.

EXPOSURE TO LOCAL ECONOMY

The Company's performance is dependent upon and sensitive to the economy of its
market area. An economic downturn could affect overall loan demand. Such a
downturn could also affect borrowers' ability to repay loans, or reduce the
value of collateral securing such loans. Particularly in the 1980's, the
Company's market area experienced high unemployment as a result of the reduction
in forest products manufacturing jobs. Subsequent developments have reduced the
dependence of the local economy on forest products manufacturing and have
increased the number of non-manufacturing jobs. Nonetheless, the loss of forest
industry jobs is projected to continue (but at a lower rate) and there can be no
assurance that new jobs will replace those lost. Nor are there any guarantees
that future economic changes will not have a significant adverse effect on the
Company.

CREDIT RISK

The Company, like other lenders, is subject to credit risk, which is the risk of
losing principal and interest due to a customer's failure to repay loans in
accordance with their terms. Although the Company has an established lending
criteria and most loans are secured with collateral, a downturn in the economy
or the real estate market in the Rogue Valley or a rapid increase in interest
rates could have a negative effect on collateral values and borrowers' ability
to repay.


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<PAGE>   6
INTEREST RATE RISK

VRB's earnings are largely derived from net interest income, which is interest
income and fees earned on loans and investments, less interest expense paid on
deposits and other borrowings. Interest rates are highly sensitive to many
factors typically beyond the control of the Company's management. These factors
include general economic conditions and the policies of various governmental and
regulatory authorities. As interest rates change, net interest income is
affected. Although interest rates have remained relatively stable in recent
periods, an unanticipated decrease or increase in interest rates could have an
adverse effect on the Bank's financial performance.

DEPENDENCE ON KEY PERSONNEL

VRB's success is dependent on the services of William A. Haden, President and
Chief Executive Officer, and Tom Anderson, Executive Vice President and Chief
Operating Officer. The loss of services of either of these executives, or of
certain other key officers, could adversely affect the Company. No assurance can
be given that replacement officers of comparable abilities could be found. The
Company does not maintain key person life insurance on these individuals.

REGULATION

VRB is subject to extensive regulations under federal and state laws. These laws
and regulations are intended to protect depositors, not shareholders. As a state
chartered bank, the Bank is subject to regulation and supervision by the FDIC
which insures the deposits of the Bank, and the Director of the Oregon
Department of Consumer and Business Services ("Oregon Director"). As a bank
holding company, VRB is subject to regulation and supervision by the Board of
Governors of the Federal Reserve and the Oregon Director.

Federal and state regulation puts banks at a competitive disadvantage compared
to less regulated competitors such as finance companies, credit unions, mortgage
banking companies, and leasing companies. Although the Company has been able to
compete effectively in its market area in the past, there can be no assurance
that it will be able to continue to do so. Future changes in federal and state
banking regulations could adversely affect the Bank's operating results and
ability to continue to effectively compete. See "Supervision and Regulation."


SUPERVISION AND REGULATION

GENERAL

VRB Bancorp and Valley of the Rogue Bank are extensively regulated under federal
and state law. To the extent that the following information describes statutory
or regulatory provisions, it is qualified in its entirety by reference to the
particular statutory or regulatory provisions.

FEDERAL BANK HOLDING COMPANY REGULATION

VRB Bancorp is a bank holding company within the meaning of the Bank Holding
Company Act of 1956, as amended ("BHCA"), and as such, it is subject to
regulation, supervision and examination by the Board of Governors of the Federal
Reserve System (the "Federal Reserve"). VRB Bancorp is required to file
financial reports with the Federal Reserve, as well as respond to any other
inquiries made by the Federal Reserve.

Valley of the Rogue Bank is subject to certain restrictions imposed by the
Federal Reserve Act on (1) extensions of credit to VRB Bancorp, (2) investments
in VRB Bancorp stock and (3) the use VRB Bancorp stock as collateral for loans
to any borrower. These regulations and restrictions may limit VRB Bancorp's
ability to obtain funds from Valley of the Rogue Bank for its cash needs,
including funds for payment of dividends, interest and operating expenses.
Further, under the Federal Reserve Act and certain regulations of the Federal
Reserve, VRB Bancorp and its subsidiary is prohibited from engaging in certain
tying arrangements which involve any extension of credit, lease or sale of
property or furnishing of services. For example, Valley of the Rogue Bank may
not generally require a customer to


                                       6


<PAGE>   7
obtain other services from it or VRB Bancorp as a condition to an extension of
credit to the customer.

FEDERAL AND STATE BANK REGULATION

Valley of the Rogue Bank, as a state chartered bank with deposits insured by the
FDIC, is subject to the supervision and regulation of the Oregon Director and of
the FDIC. These agencies may prohibit the bank from engaging in what they
believe constitute unsafe or unsound banking practices.

The Community Reinvestment Act ("CRA") requires that Valley of the Rogue Bank is
evaluated based upon its ability to meet the credit needs of its local
community. This includes providing service to low and moderate income
neighborhoods, consistent the safe and sound operation of those banks. These
factors are also considered in evaluating mergers, acquisitions and applications
to open a branch or facility. The Bank's current CRA rating is "Satisfactory".

Valley of the Rogue Bank is also subject to certain restrictions imposed by the
Federal Reserve Act on loans to executive officers, directors, principal
shareholders or any related interest of such persons. Extensions of credit must
meet the following criteria:

(i)     must be made on substantially the same terms, including interest rates
        and collateral, roughly equivalent to those offered in the marketplace

(ii)    follow credit underwriting procedures that are not less stringent than
        those existing bank customers

(iii)   must not involve more than the normal risk of repayment or present other
        unfavorable features.

Valley of the Rogue Bank is also subject to certain lending limits and
restrictions on overdrafts to such individuals. A violation of these
restrictions may result in severe financial consequences for the Bank or any
officer, director, employee, agent or other person participating in the conduct
of the affairs of the Bank

Under the Federal Deposit Insurance Corporation Improvement Act ("FDICIA"), each
federal banking agency has prescribed, by regulation, non-capital safety and
soundness standards for institutions under its authority. These standards cover
internal controls, information systems and internal audit systems, loan
documentation, credit underwriting, interest rate exposure, asset growth,
compensation, fees and benefits, other operational and managerial standards as
the agency determines to be appropriate, and standards for asset quality,
earnings and stock valuation. If Valley of the Rogue Bank fails to meet these
standards, it must develop a plan acceptable to the agency, specifying the steps
that the institution will take to meet the standards. Failure to submit or
implement such a plan may subject the institution to regulatory sanctions.
Valley of the Rogue Bank believes that it meets all these standards as outlined
above.

DEPOSIT INSURANCE

As a FDIC member institution, deposits of Valley of the Rogue Bank are currently
insured to a maximum of $100,000 per depositor through the Bank Insurance Fund
("BIF"), administered by the FDIC. The Bank is required to pay semiannual
deposit insurance premium assessments to the FDIC.

The FDICIA included provisions to reform the Federal deposit insurance system,
including the implementation of risk-based deposit insurance premiums. The
FDICIA also permits the FDIC to make special assessments on insured depository
institutions in amounts determined by the FDIC to be necessary. Pursuant to the
FDICIA, the FDIC implemented a transitional risk-based insurance premium system
on January 1, 1993. Generally, under this system, banks are assessed insurance
premiums according to how much risk they are deemed to present to BIF.

Banks with higher levels of capital and a low degree of supervisory concern are
assessed lower premiums than banks with lower levels of capital or involving a
higher degree of supervisory concern. The premium range is from $.00, for the
highest-rated institutions (subject to a statutory minimum assessment of $2,000)
to $.27 per $100 of domestic deposits. Valley of the Rogue Bank qualifies for
the highest rating and therefore, has a current FDIC premium rate of $.00 per
$100 of domestic deposits.


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<PAGE>   8
On September 30, 1996, the Deposit Insurance Funds Act of 1996 ("Funds Act") was
enacted. The Funds Act, for a three year period beginning in 1997, subjects BIF
insured deposits to a Financing Corporation ("FICO") premium assessment. The
FICO assessment is not tied to the FDIC risk classification and is re-determined
quarterly. VRB's most recent premium assessment was $.0122 per $100 of domestic
deposits.

DIVIDENDS

Under the Oregon Bank Act, Valley of the Rogue Bank is subject to restrictions
covering the payment of cash dividends to its shareholder, VRB Bancorp. The bank
may not pay cash dividends if that payment would reduce the amount of its
capital below that necessary to meet minimum applicable regulatory capital
requirements. In addition, the amount of the dividend may not be greater than
its net unreserved retained earnings, less (i) certain bad debts (ii) all other
assets charged off as required by the Oregon Director or state or federal
examiner; and, (iii) all accrued expenses, interest and taxes of the bank.

Valley of the Rogue Bank has been paying regular dividends to VRB Bancorp,
although no assurances can be given that dividends will continue to be paid.

In addition, the appropriate regulatory authorities are authorized to prohibit
VRB Bancorp from paying dividends that would be considered unsafe or unsound
banking practice. VRB Bancorp is not currently subject to any regulatory
restrictions on their dividends other than those noted above.

CAPITAL ADEQUACY

The federal bank regulatory agencies use capital adequacy guidelines in their
examination and regulation of bank holding companies and banks. If the capital
falls below the minimum levels established by these guidelines, the bank holding
company or bank may be denied approval to acquire or establish additional banks
or non-bank businesses or to open facilities.

The FDIC and Federal Reserve have adopted risk-based capital guidelines for
banks and bank holding companies. The risk-based capital guidelines are designed
to make regulatory capital requirements more sensitive to differences in the
risk profiles among banks and bank holding companies, to account for off-balance
sheet exposure and to minimize disincentives for holding liquid assets. Assets
and off-balance sheet items are assigned to broad risk categories, each with
appropriate weights. The resulting capital ratios represent capital as a
percentage of total risk-weighted assets and off-balance sheet items. The
guidelines are minimums, and the Federal Reserve has noted that bank holding
companies contemplating significant expansion programs should not allow
expansion to diminish their capital ratios and should maintain ratios well in
excess of the minimum. The current guidelines require all bank holding companies
and federally-regulated banks to maintain a minimum risk-based total capital
ratio equal to 8%, of which at least 4% must be Tier 1 capital.

The Federal Reserve also has implemented a leverage ratio, which is Tier 1
capital as a percentage of total assets less intangibles, to be used as a
supplement to risk-based guidelines. The principal objective of the leverage
ratio is to place a constraint on the maximum degree to which a bank holding
company may leverage its equity capital base. The Federal Reserve requires a
minimum leverage ratio of 3%. However, for all but the most highly rated bank
holding companies and for bank holding companies seeking to expand, the Federal
Reserve expects an additional cushion of at least 1% to 2%.

The FDICIA created a statutory framework of supervisory actions indexed to the
capital level of the individual institution. Under regulations adopted by the
FDIC, an institution is assigned to one of five capital categories depending on
its total risk-based capital ratio, Tier 1 risk-based capital ratio, and
leverage ratio, together with certain subjective factors. Institutions which are
deemed to be "undercapitalized" depending on the category to which they are
assigned are subject to certain mandatory supervisory corrective actions.

VRB believes that it meets all capital adequacy requirements to which it is
subject.


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<PAGE>   9
EFFECTS OF GOVERNMENT MONETARY POLICY

The earnings and growth of VRB are affected not only by general economic
conditions, but also by the fiscal and monetary policies of the federal
government, particularly the Federal Reserve. The Federal Reserve can and does
implement national monetary policy for such purposes as curbing inflation and
combating recession. However, more importantly, the Federal Reserve's open
market operations in U.S. government securities, control of the discount rate
applicable to borrowings from the Federal Reserve, and establishment of reserve
requirements against certain deposits, can influence growth of bank loans,
investments and deposits, and can also affect interest rates charged on loans or
paid on deposits. The nature and impact of future changes in monetary policies
and their impact on VRB or the Bank cannot be predicted with certainty.

CHANGING REGULATORY STRUCTURE OF THE BANKING INDUSTRY

The laws and regulations affecting banks and bank holding companies are
currently undergoing significant changes. Bills are now pending or expected to
be introduced in the United States Congress that contain proposals for altering
the structure, regulation, and competitive relationships of the nation's
financial institutions. If enacted into law, these bills could have the effect
of increasing or decreasing the cost of doing business, limiting or expanding
permissible activities (including activities in the insurance and securities
fields), or affecting the competitive balance among banks, savings associations,
and other financial institutions. Whether or in what form any such legislation
may be adopted or the extent to which the business of VRB might be affected
thereby cannot be predicted with certainty.

Of particular note is legislation enacted by Congress in 1995, permitting
interstate banking and branching, which allows banks to expand nationwide
through acquisition, consolidation or merger. Under this law, an adequately
capitalized bank holding company may acquire banks in any state if permitted by
state law. In addition, banks may merge across state lines if permitted by state
law. Further, banks may establish and operate branches in any state subject to
the restrictions of applicable state law. Under Oregon law, an out-of-state bank
or bank holding company may merge with or acquire an Oregon state chartered bank
or bank holding company if the Oregon bank, or in the case of a bank holding
company, the subsidiary bank, has been in existence for a minimum of three
years, and the law of the state in which the acquiring bank is located permits
such merger. Branches may not be acquired or opened separately, but once an
out-of-state bank has acquired branches in Oregon, either through a merger with
or acquisition of substantially all the assets of an Oregon bank, the bank may
open additional branches.


ITEM 2.        PROPERTIES

The Company maintains its principal offices at the main office of its subsidiary
bank, Valley of the Rogue Bank, in Rogue River, Oregon, and conducts its
business through thirteen branch offices of the Bank throughout the Rogue
Valley, all of which are in good repair and are adequate for carrying on the
business of the Bank. All of the branches have drive-up facilities and automated
teller machines. In addition, the Bank maintains a satellite ATM in Medford,
Oregon. The Bank leases bank premises for the Talent, Stewart, and East Medford
branches. In addition, the Bank leases land for the Merlin, North Operations
Center, Downtown Grants Pass and Poplar locations. The following sets forth all
properties of the Bank.

               Main Office                      Ashland Branch
               110 Pine St.                     250 Pioneer St.
               Rogue River, Oregon              Ashland, Oregon

               Fruitdale Branch                 Medford Branch
               1040 Rogue River Highway         220 E. 10th St.
               Grants Pass, Oregon              Medford, Oregon

               Poplar Drive Branch              Stewart Avenue Branch
               2400 Poplar Drive                809 Stewart Ave.
               Medford, Oregon                  Medford, Oregon
                             


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<PAGE>   10
               Phoenix Branch                   Talent Branch
               4000 S. Pacific Highway          201 N. Pacific Highway
               Phoenix, Oregon                  Talent, Oregon

               Seventh & Midland Branch         Merlin Branch
               100 N.E. Midland                 3600 Merlin Rd.
               Grants Pass, Oregon              Merlin, Oregon

               Downtown GP Branch               Williams Hwy. Branch
               117 N.E. "F" St.                 1670 Williams Hwy.
               Grants Pass, Oregon              Grants Pass, Oregon

               East Medford Branch              North Operations Center
               701 East Jackson                 8991 Rogue River Hwy
               Medford, Oregon                  Rogue River, Oregon


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<PAGE>   11
ITEM 3.        LEGAL PROCEEDINGS

No material legal proceedings, to which the Company is a party or which involve
any of its properties, was pending as of the date of this report on Form 10-K.


ITEM 4.        SUBMISSIONS OF MATTERS TO A VOTE OF SECURITIES HOLDERS

No matters were submitted to a vote of securities holders of the Registrant
during the quarter ended December 31, 1998.


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<PAGE>   12
                                     PART II

ITEM 5.        MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY
               AND RELATED STOCKHOLDER MATTERS

VRB Bancorp common stock trades on The Nasdaq Stock Market(R) under the symbol
VRBA. Prior to November 5, 1997, VRB Bancorp's common stock was traded
over-the-counter through the Bulletin Board Service of the Nasdaq Stock
Market(R). The following table lists the high and low bid quotations obtained
from the Nasdaq Stock Market(R), as adjusted for subsequent stock dividends and
stock splits. Prices do not include retail mark-ups, mark-downs or commissions
and may not represent actual transactions.


<TABLE>
<CAPTION>
                                  1998                                        1997
                ----------------------------------------     ----------------------------------------
                                       Cash      Stock                              Cash       Stock
                 High        Low     Dividend   Dividend      High        Low     Dividend   Dividend
                -------     ------   --------   --------     ------      ------   --------   --------
<S>             <C>         <C>      <C>        <C>          <C>         <C>      <C>        <C>
1st Quarter     $ 11.78     $ 9.62         -          -      $ 7.21      $ 5.29          -         -
2nd Quarter       11.54       9.38         -          -        7.69        7.21          -         -
3rd Quarter       10.00       7.33    $ 0.19          -        9.62        7.93     $ 0.13      100%
4th Quarter       10.13       7.00         -          -        9.62        7.21          -         -
</TABLE>


As of December 31, 1998, there were 8,694,286 shares of common stock
outstanding, held by approximately 2,400 shareholders. VRB Bancorp's ability to
pay expenses and make cash dividend payments to shareholders is dependent on
earnings generated by its subsidiary, Valley of the Rogue Bank. Oregon and
federal banking laws and regulations place restrictions on the payment of
dividends by a bank to its shareholders. See "Supervision and Regulations -
Dividends". The Board of Directors' dividend policy is to review VRB's financial
performance, capital adequacy, regulatory compliance and cash resources and, if
such review is favorable, to declare and pay a cash dividend to shareholders
annually. Although VRB expects to continue to pay cash dividends, future
dividends are subject to these limitations and to the discretion of the Board of
Directors, and could be reduced or eliminated.

ITEM 6.        SELECTED FINANCIAL DATA

The response to this item is incorporated by reference to the information under
the caption "Selected Financial Data" set forth on page 3 of the Company's 1998
Annual Report to Shareholders.

ITEM 7.        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
               RESULTS OF OPERATION

The response to this item is incorporated by reference to the section entitled
"Selected Financial Data and Results of Operation" on pages 3-11 of the
Company's 1998 Annual Report to Shareholders.

ITEM 8.        FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial statements called for by this item are incorporated by reference
to the Company's 1998 Annual Report to Shareholders. Such statements are listed
in the Index to Consolidated Financial Statements set forth on page 15 herein.


ITEM 9.        CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

None


                                       12


<PAGE>   13
                                    PART III


ITEM 10.       DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The response to this item is incorporated by reference to the sections entitled
"Election of Directors" and "Executive Officers" on pages 3-5 and page 7,
respectively, of the Company's Proxy Statement for the 1999 annual meeting of
shareholders.


ITEM 11.       EXECUTIVE COMPENSATION

The response to this item is incorporated by reference to the section entitled
"Executive Compensation" on pages 7-9 of the Company's Proxy Statement for the
1999 annual meeting of shareholders.


ITEM 12.       SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The response to this item is incorporated by reference to the section entitled
"Security Ownership of Management and Others" on pages 11-12 of the Company's
Proxy Statement for the 1999 annual meeting of shareholders.


ITEM 13.       CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

        The response to this item is incorporated by reference to the section
entitled "Transactions with Management" on page 12 of the Company's Proxy
Statement for the 1999 annual meeting of shareholders.


                                       13


<PAGE>   14
                                     PART IV

ITEM 14.        EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

        (a)    (1)    Financial Statements:
                      None

               (2)    Financial Statement Schedules:
                      See the Index to Financial Statements and Schedules on
                      page 15.

               (3)    The exhibits filed herewith are listed in the Index to
                      Exhibits on page 16 herein.

        (b)           There were no current reports on Form 8-K filed by the
                      Registrant during the last quarter of the year ended
                      December 31, 1998.


                                       14


<PAGE>   15
SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized.

VRB BANCORP
(Registrant)

By:     /S/  Felice Belfiore                            Date:  March 29, 1999
    ------------------------------------------------
    Felice Belfiore, Senior Vice President &
        Chief Financial Officer

        Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.


<TABLE>
<S>                                                              <C>
By:     /S/  James D. Coleman                                    Date:  March 29, 1999
   ------------------------------------------------
        James D. Coleman, Chairman, Director

By:     /S/  John O. Dunkin                                      Date:  March 29, 1999
   ------------------------------------------------
        John O. Dunkin, Vice Chairman, Director

By:     /S/  Gary Lundberg                                       Date:  March 29, 1999
   ------------------------------------------------
        Gary Lundberg, Director

By:     /S/  Robert J. DeArmond                                  Date:   March 29, 1999
   ------------------------------------------------
        Robert J. DeArmond, Director

By:     /S/  Larry L Parducci                                    Date:  March 29, 1999
   ------------------------------------------------
        Larry L. Parducci, Director

By:     /S/  William A. Haden                                    Date:  March 29, 1999
   ------------------------------------------------
        William A. Haden, President, Director
        (Principal Executive Officer)

By:     /S/  Tom Anderson                                        Date:  March 29, 1999
   ------------------------------------------------
        Tom Anderson, Executive Vice President, Director

By:     /S/  April Sevcik                                        Date:   March 29, 1999
   ------------------------------------------------
        April Sevcik, Director

By:     /S/  Michael Donovan                                     Date:  March 29, 1999
   ------------------------------------------------
        Michael Donovan, Director

By:     /S/  Felice Belfiore                                     Date:  March 29, 1999
   ------------------------------------------------
        Felice Belfiore, Senior Vice President
        (Principal Accounting Officer)
</TABLE>


                                       15


<PAGE>   16
            INDEX TO FINANCIAL CONSOLIDATED STATEMENTS AND SCHEDULES


Financial Statements
        The following consolidated financial statements and Report of
Independent Public Accountants, included in the 1998 Annual Report to
Shareholders at the pages indicated, are incorporated herein by reference:


<TABLE>
<CAPTION>
                                                                             Page of 1998 Annual
                                                                           Report to Shareholders
                                                                           ----------------------
<S>                                                                        <C>
VRB Bancorp and subsidiaries

        Consolidated Balance Sheets at
               December 31, 1998 and 1997                                               12

        Consolidated Statements of Income
               for the years ended December 31, 1998, 1997 and 1996                     13

        Consolidated Statements of Changes in Shareholders' Equity
               for the years ended December 31, 1998, 1997 and 1996                     14

        Consolidated Statements of Cash Flows
               for the years ended December 31, 1998, 1997 and 1996                     15


        Notes to Consolidated Financial Statements                                      16


Report of Independent Public Accountants                                                33


Financial Statement Schedules

        None
</TABLE>


                                       16


<PAGE>   17
                                INDEX TO EXHIBITS

3.1     Articles of Incorporation of VRB Bancorp*

3.2     Bylaws of VRB Bancorp*

4.0     Specimen stock certificate*

10.1    Stock Option Agreement, dated July 24, 1997, between Valley of the Rogue
        Bank and the shareholders of Investors Banking Corporation**

10.2    Plan of Merger, dated September 30, 1997, between Valley of the Rogue
        Bank and Colonial Banking Company**

10.3    Ground Lease Agreement dated June 1, 1988, relating to lease of parking
        area of Poplar Drive Branch Office*

10.4    Lease Agreement and Memorandum of Agreement dated August 15, 1989
        relating to lease of Stewart Avenue Branch Office*

10.5    Lease Agreement dated December 27, 1979, and related agreements for the
        Talent Branch Office*

10.6    Employment Agreement dated April 10, 1992, by and between Valley of the
        Rogue Bank and Tom Anderson*

10.7    Employment Agreement dated January 11, 1993, and Amendment to Employment
        Agreement, dated September 26, 1994, by and between Valley of the Rogue
        Bank and William A. Haden*

10.8    1994 Amended Non-Discretionary Stock Option Plan for Non-Employee
        Directors (incorporated by reference to Exhibit 4.3 of the Registrant's
        registration statement on Form S-8 filed with the Commission on October
        3, 1995)

10.9    1994 Amended Non-Qualified Stock Option Plan (incorporated by reference
        to Exhibit 4.3 of the Registrant's registration statement on Form S-8
        filed with the Commission on October 3, 1995)

10.10   Employment Agreement dated February 27, 1997 by and among Valley of the
        Rogue Bank, VRB Bancorp and Felice Belfiore**

10.11   Employment Agreement dated May 1, 1996 by and between Valley of the
        Rogue Bank and Brad Copeland**

13.0    1998 Annual Report to Shareholders

23.0    Consent of Moss Adams, LLP

27.0    Financial Data Schedule


---------------------------

*       Incorporated by reference to the Company's registration statement on
        Form 10 (Commission file number 0-25932) filed April 26, 1995 pursuant
        to Section 12(g) of the Securities Exchange Act of 1934.

**      Incorporated by reference to the Company's registration statement on
        Form S-1 (Commission File number 333-37167) declared effective November
        5, 1997.


                                       17