<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, 1999
                         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
                                (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 $42,527,000 at March 16, 2000.

As of March 16, 2000, there were 8,297,979 shares of the Registrant's Common
Stock outstanding.

                      Documents Incorporated by Reference:

Portions of the Registrant's 1999 Annual Report to Shareholders is incorporated
by reference in Part II hereof. Portions of the Registrant's proxy statement
dated March 27, 2000 for the 2000 annual meeting of shareholders is incorporated
by reference in Part III hereof.


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INDEX


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

Item 2.        Properties                                                                       9
Item 3.        Legal proceedings                                                               11
Item 4.        Submission of matters to vote on security issues                                11


PART II
Item 5.        Market for registrant's common equity and related shareholder matters           12
Item 6.        Selected financial data                                                         12
Item 7.        Management's discussion and analysis of financial condition and results
                 of operation                                                                  12
Item 8.        Financial statements and supplementary data                                     12
Item 9.        Changes in and disagreements with accountants on accounting
                 and financial disclosure                                                      12

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


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

SIGNATURES                                                                                     15
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULES                                       16
EXHIBIT INDEX                                                                                  17
</TABLE>


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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. The Company can give no assurance that such
expectations will prove to be 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. These and other risk factors may be discussed more
fully in the Company's annual and quarterly reports filed with the Securities
and Exchange Commission.


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
fourteen full service branches. The Bank has prospered by emphasizing
relationship banking and excellent customer service to consumers and small to
medium sized businesses across southern Oregon.

Earnings growth and consistent returns on shareholders' equity are fundamental
to the bank's business strategies. Over the last five years, earnings have grown
by 68% and the return to shareholders has consistently exceeded 14%. Other
traditional indicators of financial strength such as the underlying quality of
the loan portfolio and the Bank's capital position remain very strong, and are
core to the bank's increasing prosperity.

VRB's business strategy is to appropriately blend customer relationship
management with the benefits of technology. VRB emphasizes a personalized
approach to banking, and targets those customers that utilize traditional
products and services as an essential part of their day to day activities. VRB
operates in an area that has a strong sense of community, and is a vested
participant in improving the economic strength of the area it serves. The
technological sophistication of the region is growing, and use of VRB's atm
network, debit cards and 24 hour telephone banking is now routine for most
customers. VRB has renewed its commitment to technology as expectations for PC
banking and other technological conveniences are now visible. VRB believes
future investment in technology is vital and intends to move VRB to an
increasingly paperless system which has shown to be less costly to the

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bank than traditional banking practices.

VRB continues to seek branch expansion where financially beneficial, and its
branch network remains the primary place of business, as well as a portal to
other community activities. For those areas that geographic dominance becomes
less of a competitive advantage, the bank will consider closure of those
branches that are in close proximity to each other.

VRB is evolving into a small business bank, and is therefore very visible in
commercial and construction lending circles. 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's business strategies have also targeted the professional services market,
providing easy access to credit with products such as revolving executive lines
of credit. In 1999, commercial, commercial real estate and construction lending
increased by $27 million, an increase of 25% over prior year balances.

Because a significant portion of the bank's business lending activity is
supported by consumer deposits, 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.

For all 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 core deposit products and services, including
non-interest bearing and interest bearing checking accounts, savings accounts,
money market accounts and certificates of deposit. The Bank promotes deposit
growth by emphasizing relationship banking, and deposit products are often
packaged with commercial lending activities. This strategy was reasonably
successful in 1999. Average non-interest dda and money market accounts, staple
deposit products for small and medium commercial business, grew 13.7% and 12.0%,
respectively.

Similar to many banks, loan demand has outpaced deposit growth, and future
deposit growth on the part of VRB may require more aggressive pricing
strategies. In addition, the bank will most likely utilize alternative funding
sources, such as Federal Home Loan Bank advances, to supplement deposit growth
(if needed).

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 17.5% increase in population from 1990 to 1998. The area continues to
experience an influx of out of state retirees who are attracted to the beauty of
the area, and more importantly, the low cost of living relative to neighboring
states. This is reflective in the area's demographics, for which an estimated
22% of the population base is 60 years or older.

The Rogue Valley continues to become increasingly urbanized and infrastructure
growth has been robust, including both residential and commercial development.
The region's dependence on wood products has declined significantly, with timber
manufacturing jobs now accounting for less than half of all manufacturing jobs
in the Rogue Valley. Despite historical job losses in wood products, the region
has seen relatively steady job growth over the last decade. Since 1990, the
region has added almost 19,000 jobs, and service industry sectors such as 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 institutions have high public visibility and
are able to maintain advertising and marketing activity on a much larger scale
than the Company can economically


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maintain.

In 1999, competition for deposits intensified. Despite aggressive pricing
strategies, heady stock market returns, and strong consumer spending are
influencing deposit levels on an industry wide basis. Investment brokerage
accounts are increasingly popular and offer an array of investment products as
well as flexible cash management services. For example, mutual funds now make up
22% of the average household's liquid assets, verses just 6% in the early 90's.

VRB currently holds approximately 15% of the total market measured as a
percentage of total deposits then held by financial institutions operating in
Jackson and Josephine County. Management believes that its emphasis in customer
relationship management and local decision-making will continue to provide VRB
with a hometown advantage. However, management expects competition to continue,
and that future pricing strategies will most likely be more aggressive than seen
in the past.

EMPLOYEES

As of December 31, 1999, the Bank employed a total of 177 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.

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


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VRB's success is dependent on the services of William A. Haden, President and
Chief Executive Officer, and Brad Copeland, Executive Vice President and Credit
Administration. 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 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


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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.

Generally, 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.

On September 30, 1996, the Deposit Insurance Funds Act of 1996 ("Funds Act") was
enacted. The Funds Act, 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 $.0053 per $100 of domestic deposits.


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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, and maybe subject to certain
mandatory supervisory corrective actions.

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

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


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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 have
undergone significant changes.

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.

Early 2000 marked the effective date of the Gramm-Leach-Bliley Financial
Services Modernization Act, which repeals provisions of prior legislation that
have historically separated banking, insurance, and securities activities. The
law creates a new financial services structure, the financial holding company,
under the Bank Holding Company Act. Banks are now able to engage in any activity
that is deemed "financial in nature" and affiliate with securities firms and
insurance companies all within, and through, a single financial holding company.
The legislation will most likely impact the competitive balance among banks and
other financial services providers, and encourage mergers between banks,
insurance companies and brokerage firms. However, whether and in what form the
legislation may effect the business of VRB cannot be predicted with certainty.

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.


<TABLE>
<S>                                         <C>
      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

      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.
</TABLE>


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<PAGE>   10
<TABLE>
<S>                                         <C>
      Grants Pass, Oregon                   Grants Pass, Oregon

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

      Central Point Branch
      1800 E. Pine St.
      Central Point, Oregon
</TABLE>


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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, 1999.


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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>
                             1999                              1998
                 ------------------------------   ------------------------------
                                         Cash                             Cash
                  High       Low       Dividend    High         Low     Dividend
                 -----      ------     --------   ------      ------    --------
<S>              <C>        <C>        <C>        <C>         <C>       <C>
1st Quarter      $ 9.50     $ 7.00      $   -     $11.78      $ 9.62      $   -
2nd Quarter        8.63       7.03       0.12      11.54        9.38          -
3rd Quarter        8.44       6.50          -      10.00        7.33       0.19
4th Quarter        7.38       5.75       0.12      10.13        7.00          -
</TABLE>


As of December 31, 1999, there were 8,303,596 shares of common stock
outstanding, held by approximately 2,100 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 6 of the Company's 1999
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 6-12 of the
Company's 1999 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 1999 Annual Report to Shareholders. Such statements are listed
in the Index to Consolidated Financial Statements set forth on page 16 herein.


ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

None


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<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 3-4 and page 7,
respectively, of the Company's Proxy Statement for the 2000 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 7-8 of the Company's Proxy Statement for the
2000 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 10-11 of the Company's
Proxy Statement for the 2000 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 11 of the Company's Proxy
Statement for the 2000 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, 1999.


                                       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 27, 2000
   -------------------------------------------
    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 27, 2000
   -------------------------------------------
    James D. Coleman, Chairman, Director

By: /S/  John O. Dunkin                                 Date:  March 27, 2000
   -------------------------------------------
    John O. Dunkin, Vice Chairman, Director

By: /S/  Gary Lundberg                                  Date:  March 27, 2000
   -------------------------------------------
    Gary Lundberg, Director

By: /S/  Robert J. DeArmond                             Date:  March 27, 2000
   -------------------------------------------
    Robert J. DeArmond, Director

By: /S/  Larry L Parducci                               Date:  March 27, 2000
   -------------------------------------------
    Larry L. Parducci, Director

By: /S/  Tom Anderson                                   Date:  March 27, 2000
   -------------------------------------------
    Tom Anderson,  Director

By: /S/  William A. Haden                               Date:  March 27, 2000
   -------------------------------------------
    William A. Haden, President, Director
    (Principal Executive Officer)

By: /S/  April Sevcik                                   Date:  March 27, 2000
   -------------------------------------------
    April Sevcik, Director

By: /S/  Michael Donovan                                Date:  March 27, 2000
   -------------------------------------------
    Michael Donovan, Director

By: /S/  Felice Belfiore                                Date:  March 27, 2000
   -------------------------------------------
    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 1999 Annual Report to
Shareholders at the pages indicated, are incorporated herein by reference:


<TABLE>
<CAPTION>
                                                                               Page of 1999 Annual
                                                                              Report to Shareholders
                                                                              ----------------------
<S>                                                                           <C>
VRB Bancorp and subsidiaries

        Consolidated Balance Sheets at
               December 31, 1999 and 1998                                               13

        Consolidated Statements of Income
               for the years ended December 31, 1999, 1998 and 1997                     14

        Consolidated Statements of Changes in Shareholders' Equity
               for the years ended December 31, 1999, 1998 and 1997                     15

        Consolidated Statements of Cash Flows
               for the years ended December 31, 1999, 1998 and 1997                     16


        Notes to Consolidated Financial Statements                                      17


Report of Independent Public Accountants                                                32


Financial Statement Schedules

        None
</TABLE>


                                       16


<PAGE>   17
                                INDEX TO EXHIBITS


<TABLE>
<S>     <C>
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    1999 Annual Report to Shareholders

23.0    Consent of Moss Adams, LLP

27.0    Financial Data Schedule
</TABLE>


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

*       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