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FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (earliest event reported) OCTOBER 12, 1996
----------------
CALIFORNIA COMMUNITY BANCSHARES CORPORATION
- -------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Commission file number 0-27856
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DELAWARE 68-0366324
- ------------------------------ -------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
555 Mason Street, Suite 280, Vacaville, CA 95688-4612
- ------------------------------------------ ---------------
(Address of principal executive offices) (ZIP Code)
(707) 448-1200
- ---------------------------
(Issuer's telephone number)
Not Applicable
- -------------------------------------------------------------
(Former name or former address, if changed since last report)
Index to Exhibits is on page 7
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
Not applicable
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On May 14, 1996, Continental Pacific Bank, a California
chartered banking Corporation (Continental) and wholly-owned
subsidiary of California Community Bancshares Corporation
(CCBC), entered into a Purchase and Assumption Agreement
(Agreement) with Tracy Federal Bank, a Federal Savings Bank
(Tracy).
We previously filed the agreement on Form 8-K dated May 14,
1996.
On August 14, 1996, the Federal Deposit Insurance
Corporation (FDIC) approved the Purchase and Assumption merger
application.
On August 28, 1996, the State Banking Department (SBD)
approved the proposal of Continental to purchase the business
of the Concord branch office of Tracy pursuant to the
Agreement, dated as of May 14, 1996.
On October 8, 1996, Continental entered into an amendment
to the Agreement with Tracy. The amendment to the
Agreement is attached as Exhibit A to this report.
(a) Saturday, October 12, 1996 at 12:01 a.m. according
to the terms of the Agreement the acquisition by Continental
of the Concord, California, branch office of Tracy was
consummated.
The assets purchased consisted of Cash on Hand, Negative
Balance Accounts, Savings Secured Loans and Corresponding
Accrued Interest and Leasehold Improvements and Personal
Property. The liabilities assumed consisted of the branch
deposits and accrued interest. See Exhibit B to this report.
The consideration given was $610,037.74 in U.S. Dollars.
The principle followed to determine the amount of consideration was as
follows: The gross deposits of Tracy's
Concord branch as of the close of business on October 11, 1996
less deposits opened subsequent to 5/14/96 with maturities
greater than 1 year, rates greater than 1 year CMT and addresses
outside Contra Costa County times 4%. See Exhibit B to this
report.
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There is not a material relationship between Tracy and
Continental or any of its affiliates, any director or officer
of Continental or any associate of any such director or
officer.
The source(s) of funds for the consideration given to
Tracy from Continental was Cash on Hand.
(b) The Leasehold Improvements and Personal Property
acquired from Tracy were used for Banking purposes, and will
continue to be used for Banking purposes by Continental.
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ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Not applicable
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Not applicable
ITEM 5. OTHER EVENTS
Not applicable
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS
Not applicable
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of businesses acquired.
(1) N.A. - No material conditions exist, pursuit
to Reg. 210-3.05(b).
(2) N.A.
(3) N.A.
(4) N.A.
(b) Proforma financial information.
(1) The transaction and the entities involved have
been previously discussed. Attached is the Proforma Balance
Sheet for the current interm period - September 30, 1996 (See
Exhibit C), the Proforma Income Statement for the most recent
year ending - December 31, 1996 (See Exhibit D) and the Proforma
Income Statement for the current interm period - September 30, 1996
(See Exhibit E). This information will show how it might have affected
historical financial statements if the transaction had been consummated
at an earlier time.
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(c) Exhibits
A - Amendment to Agreement -
dated October 8,1996
B - Final Statement of Accounts / Condition -
dated October 11, 1996
C - Proforma Balance Sheet -
quarter ending September 30, 1996
pursuant to Article 11 of Reg. S-X
D - Proforma Income Statement -
fiscal year ending December 31, 1995
pursuant to Article 11 of Reg. S-X
E - Proforma Income Statement -
quarter ending September 30, 1996
pursuant to Article 11 of Reg. S-X
ITEM 8. CHANGE IN FISCAL YEAR
Not applicable
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
CALIFORNIA COMMUNITY BANCSHARES CORPORATION
--------------------------
Date OCTOBER 25, 1996 /s/ Walter O. Sunderman
------------------ --------------------------
Walter O. Sunderman
President
--------------------------
Date OCTOBER 25, 1996 /s/ ANDREW S. POPOVICH
------------------ --------------------------
Andrew S. Popovich
Principal Accounting Officer
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INDEX TO EXHIBITS
- --------------------------------------------------------------
Sequentially
Exhibit Numbered
Number Description of Exhibit Page
- --------------------------------------------------------------
A Amendment to Agreement
- dated October 8, 1996 8
B Final Statement of
Accounts / Condition
- dated October 11, 1996 10
C Proforma Balance Sheet
- quarter ending
September 30, 1996 pursuant
to Article 11 of Reg. S-X 11
D Proforma Income Statement
- fiscal year ending
December 31, 1995 pursuant
to Article 11 of Reg. S-X 12
E Proforma Income Statement
- quarter ending
September 30, 1996 pursuant
to Article 11 of Reg. S-X 13
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EXHIBIT A - Amendment to Agreement - dated October 8, 1996
- ----------------------------------------------------------------
- ----------------------------------------------------------------
October 8, 1996
VIA FACSIMILE & AIRBORNE EXPRESS
Mr. J. Thomas Byrom
President and Chief Operating Officer
Tracy Federal Bank F.S.U.
1003 Central Avenue
Tracy, CA 95376
RE: Amendment to Purchase and Assumption Agreement
dated as at May 14, 1996
Dear Mr. Byrom:
This letter, when signed on behalf of Tracy below, will
amend the Purchase and Assumption Agreement dated as of May 14,
1996 (the Agreement). All terms defined in the Agreement
shall have the same meaning herein. For good and valuable
consideration, Buyer and Tracy agree that the Agreement shall be
amended as follows:
1. If Tracy has deposited funds in the amount of
$137,000 in a certificate of deposit issued by Buyer prior to
Closing (the CD), which CD has a maturity of at least sixty
(60) days following the Closing Date, Buyer agrees to waive the
requirement of establishing an escrow account as set forth in
Section 1(o) of the Agreement. The interest rate to be paid on
the CD shall be 5.25%.
Tracy hereby grants Buyer a security interest in said CD,
any renewal thereof (and all undistributed interest) to secure
Tracy's obligations under Section 1(o) of the Agreement and to
discharge any liability (contingent or otherwise) which the
Buyer may incur if Tracy fails to pay the SAIF Assessment when
due. Tracy directs Buyer to renew the CD for like terms until
Tracy has provided satisfactory evidence as reasonably required
by Buyer that the SAIF Assessment has been paid. Upon Tracy's
providing evidence reasonably acceptable to Buyer that the SAIF
Assessment described in Section 1(o) of the Agreement has been
paid-in-full the Bank shall release the CD, upon request,
without a penalty.
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Tracy Federal Bank
Page 2 of 2
2. The parties intend that the Agreement shall not
otherwise be modified or amended except as set forth
hereinabove.
After you have reviewed and approved this letter we would
appreciate it if you would sign this letter below and return a
copy to me by facsimile at (707) 448-1731.
Thank you.
Sincerely,
Continental Pacific Bank
By: /S/ WALTER O. SUNDERMAN
-------------------------------
Walter O. Sunderman
President & CEO
- ----------------------------------------------------------------
Agreed and accepted:
Tracy Federal Bank, F.S.B.
By: /S/ J. THOMAS BYROM
-------------------------------
J. Thomas Byrom
President and Chief Operating Officer
Date: October 10, 1996
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- ----------------------------------------------------------------
Page 10
EXHIBIT B - Final Statement of Accounts / Condition -
dated October 11, 1996
- ----------------------------------------------------------------
- ----------------------------------------------------------------
STATEMENT OF ACCOUNTS - dated October 11, 1996
<TABLE>
<S> <C>
LIABILITIES:
Gross Deposits $15,465,279.94
Accrued Interest on Deposits 18,260.48
--------------
TOTAL LIABILITIES $15,483,540.42
==============
ASSETS:
Cash and Cash Equivalents - Cash on Hand $ 53,914.86
Negative Balance Accounts 2,075.21
Savings Account Loans 102,985.00
Accrued Interest Receivable on
Savings Account Loans 4,568.16
Leasehold Improvements & Personal Property 46,000.00
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TOTAL ASSETS $ 209,543.23
==============
</TABLE>
- ----------------------------------------------------------------
RECONCILIATION OF CASH TRANSFERRED
<TABLE>
<S> <C>
LIABILITIES ASSUMED:
Gross Deposits $15,465,279.94
Accrued Interest on Deposits 18,260.48
--------------
TOTAL LIABILITIES ASSUMED: $15,483,540.42
ASSETS PURCHASED:
Cash and Cash Equivalents - Cash on Hand $ 53,914.86
Negative Balance Accounts 2,075.21
Savings Account Loans 102,985.00
Accrued Interest Receivable on
Savings Account Loans 4,568.16
Leasehold Improvements & Personal Property 46,000.00
--------------
TOTAL ASSETS PURCHASED: $209,543.23
Gross Cash due Continental $15,273,997.19
Less Premium (4% of Adjusted Deposits)
Deposits subject to Premium $15,250,943.53) ( 610,037.74)
--------------
Net Cash due Continental $14,663,959.45
Interest on Cash due Continental from
10/12 to 10/15 at 4.78% 5,761.13
--------------
Total Cash transferred to Continental $14,669,720.58
==============
</TABLE>
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EXHIBIT C - Proforma Balance Sheet - quarter ending September
30, 1996 pursuant to Article 11 of Reg. S-X
- ----------------------------------------------------------------
- ----------------------------------------------------------------
DATE OF STATEMENT - QUARTER ENDING SEPTEMBER 30, 1996
Consolidated Statement of Condition (In Thousands)
<TABLE>
<S> <C> <C> <C> <C>
Pro Forma
9 months
Resultant
CCBC Tracy Adj. Bank
------- ------- ------ -------
ASSETS
Cash and Due from Banks 9,909 54 14,670 24,633
U.S. and Agencies Securities 29,020 0 0 29,020
Tax-Exempt Securities 6,425 0 0 6,425
Federal Funds Sold 3,450 0 0 3,450
Loans and Discounts (Net) 113,334 105 0 113,439
Valuation Reserve (Deducted) ( 1,116) 0 0 ( 1,116)
Bank Premises and Equipment 5,911 46 59* 6,016
Other Assets 3,863 4 551* 4,418
------- ------- ------ -------
Total Assets 170,796 209 15,280 186,285
======= ======= ====== =======
LIABILITIES
Total Deposits 150,600 15,465 0 166,065
Liab. for Borrowed Money 2,650 0 0 2,650
Other Liabilities 818 18 0 836
------- ------- ------ -------
Total Liabilities 154,068 15,483 0 169,551
======= ======= ====== =======
Subordinated Debt 3,840 0 0 3,840
CAPITAL ACCOUNTS
Capital Stock 11,013 0 0 11,013
Retained Earnings 2,235 0 6 2,241
Unrealized Gain/Loss ( 360) 0 0 ( 360)
------- ------- ------ -------
Total Shareholders Equity 12,888 0 6 12,894
------- ------- ------ -------
Total Liabilities and
Capital Accounts 170,796 15,483 6 186,285
======= ======= ====== =======
</TABLE>
* Bank Premises and Equipment purchased from Tracy for $46,000
were internally appraised by the company at a value of $105,000,
increasing Premises and Equipment by $59,000 and reducing the
premium paid of $610,000(goodwill) by the same amount.
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EXHIBIT D - Proforma Income Statement - fiscal year ending
December 31, 1995 pursuant to Article 11 of Reg. S-X
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DATE OF STATEMENT - YEAR ENDING DECEMBER 31, 1995
Statement of Income (In Thousands)
<TABLE>
<S> <C> <C> <C>
CCBC Tracy Combined
------- ------ --------
OPERATING INCOME
Interest and Fees on Loans 10,369 0 10,369
Interest Federal Funds Sold 116 1,131 1,247
Securities Income-Taxable 1,126 0 1,126
Securities Income-NonTaxable 698 0 698
Service Charges-Deposits 819 56 875
Other Service Charges and Fees 382 0 382
Other Operating Income 480 0 480
------- ------ --------
Total Operating Income 13,990 1,187 15,177
OPERATING EXPENSE
Salaries and Employee
Benefits 3,138 108 3,246
Interest on Deposits 5,063 963 6,026
Expense Federal Funds
Purchased 28 0 28
Interest on Borrowed Money 44 0 44
Interest on Subordinated Debt 346 0 346
Net Occupancy Expense of
Bank Premises 698 67 765
Furniture and Equipment
Expense 451 20 471
Provision for Loans Losses 323 0 323
Other Operating Expenses 1,846 58 1,904
------- ------ --------
Total Operating Expense 11,937 1,216 13,153
Net Operating Income
Before Taxes 2,053 ( 29) 2,024
Applicable Income Taxes 648 ( 17) 631
------- ------ --------
Net Operating Income
After Taxes 1,405 ( 12) 1,393
Nonoperating Credits
and (Charges) 0 0 0
Applicable Taxes 0 0 0
------- ------ --------
Net Income 1,405 ( 12) 1,393
Other Capital Increases 114 0 114
Cash Dividends 480 0 480
Other Capital Decreases ( 497) 0 ( 497)
------- ------ --------
Net Change in Capital 1,536 ( 12) 1,524
INCOME PER COMMON AND
EQUIVALENT SHARE:
Primary $ 1.41 $ 1.39
Fully diluted $ 1.22 $ 1.21
Weighted average shares used
to compute income per common
and equivalen shares:
Primary 999,704 999,704
Fully diluted 1,315,390 1,315,390
</TABLE>
NET INCOME FOR PREVIOUS FIVE CALENDAR YEARS
YEAR CONTINENTAL TRACY
---- ------------- -------
1995 1,405 12
1994 1,221 30
1993 1,182 40
1992 1,211 50
1991 1,260 90
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EXHIBIT E - Proforma Income Statement - quarter ending September
30, 1996 pursuant to Article 11 of Reg. S-X
================================================================
DATE OF STATEMENT - quarter ending September 30, 1996
Statement of Income (In Thousands)
<TABLE>
<S> <C> <C> <C>
CCBC Tracy** Combined
------- ------ --------
OPERATING INCOME
Interest and Fees on Loans 8,044 0 8,044
Interest Federal Funds Sold 73 0 73
Securities Income-Taxable 1,205 720* 1,925
Securities Income-NonTaxable 273 0 273
Service Charges-Deposits 623 42 665
Other Service Charges and Fees 398 0 398
Other Operating Income 17 0 17
------- ------ --------
Total Operating Income 10,633 771 11,395
OPERATING EXPENSE
Salaries and Employee
Benefits 2,436 74 2,510
Interest on Deposits 3,542 616 4,158
Expense Federal Funds
Purchased 41 0 41
Interest on Borrowed Money 92 0 92
Interest on Subordinated Debt 234 0 234
Expense on Premises and
Fixed Assets 1,053 40 1,093
Provision for Loans Losses 276 0 276
Other Operating Expenses 1,112 20 1,132
------- ------ --------
Total Operating Expense 8,786 750 9,536
Net Operating Income
Before Taxes 1,847 12 1,859
Applicable Income Taxes 711 5 716
------- ------ --------
Net Operating Income
After Taxes 1,136 7 1,143
Nonoperating Credits
and (Charges) 0 0 0
Applicable Taxes 0 0 0
------- ------ --------
Net Income 1,136 7 1,143
INCOME PER COMMON AND
EQUIVALENT SHARE:
Primary $ 1.12 $ 1.13
Fully diluted $ .96 $ .97
Weighted average shares used
to compute income per common
and equivalen shares:
Primary 1,013,305 1,013,305
Fully diluted 1,319,841 1,319,841
</TABLE>
* Assumed average investments of $16,000,000 for 9 months at 6%.
** All other figures are estimates made by Tracy Federal Bank.
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