<PAGE>
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark one)
[x] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the year ended December 31, 1999
Or
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from _____________ to _____________
Commission file number: 0-24947
UNITED COMMERCIAL BANK
SAVINGS PLUS PLAN
(Full title of the plan )
UCBH HOLDINGS, INC.
711 Van Ness Avenue
San Francisco, CA 94102-3224
(Name of issuer of the securities held pursuant to the
plan and the address of its principal executive office)
================================================================================
<PAGE>
REQUIRED INFORMATION
FINANCIAL STATEMENTS.
Statement of Net Assets Available for Benefits at December 31,
1999 and 1998.
Statement of Changes in Net Assets Available for Benefits for
the year ended December 31, 1999.
NOTES TO FINANCIAL STATEMENTS
SUPPLEMENTARY SCHEDULES:
SCHEDULE I
Form 5500, Item 4i - Schedule of assets held for investment at December
31, 1999
SCHEDULE II
Form 5500, Item 4j - Schedule of reportable transactions during the
year ended December 31, 1999 in excess of 5% of
the market value of Plan assets at January 1, 1999
Note - Other supplementary schedules required by Section 2520.103-10 of the
Department of Labor Rules and Regulations for Reporting and Disclosure
under the Employee Retirement Income Security Act of 1974 (ERISA) have
been omitted because they are not applicable.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
administrator of the United Commercial Bank Savings Plus Plan has duly caused
this Annual Report to be signed on its behalf by the undersigned hereunto duly
authorized.
Date: June 29, 2000 United Commercial Bank
Savings Plus Plan
By: /s/ Deanne Miller
----------------------------
Deanne Miller, Chairperson
United Commercial Bank
Savings Plus Plan Committee
<PAGE>
UNITED COMMERCIAL BANK
SAVINGS PLUS PLAN
FINANCIAL STATEMENTS AND
SUPPLEMENTARY SCHEDULES
DECEMBER 31, 1999
<PAGE>
United Commercial Bank Savings Plus Plan
Index to Financial Statements and Supplementary Schedules
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------
PAGES
<S> <C>
Report of independent accountants 1
Statement of net assets available for benefits December 31, 1999 and 1998 2
Statement of changes in net assets available for benefits for the year ended
December 31, 1999 3
Notes to financial statements 4 - 7
Supplementary Schedules:
SCHEDULE I
Form 5500, Item 4i - Schedule of assets held for investment
at December 31, 1999 8
SCHEDULE II
Form 5500, Item 4j - Schedule of reportable transactions during the
year ended December 31, 1999 in excess of 5% of
the market value of Plan assets at January 1,
1999 9
</TABLE>
Note - Other supplementary schedules required by Section 2520.103-10 of the
Department of Labor Rules and Regulations for Reporting and Disclosure
under the Employee Retirement Income Security Act of 1974 (ERISA) have
been omitted because they are not applicable.
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants and Administrator of the
United Commercial Bank Savings Plus Plan
In our opinion, the accompanying statements of net assets available for benefits
and the related statement of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of the United Commercial Bank Savings Plus Plan (the "Plan") as of December 31,
1999 and 1998, and the changes in net assets available for benefits for the year
ended December 31, 1999 on the basis of accounting described in Note 2. These
financial statements are the responsibility of the Plan's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in accordance with
auditing standards generally accepted in the United States, which require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for the opinion expressed above.
As more fully described in Note 2 and as permitted under the Department of Labor
Rules and Regulations, the Plan prepares its financial statements on a modified
basis of cash receipts and disbursements which is a comprehensive basis of
accounting other than generally accepted accounting principles.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets held
for investment and reportable transactions are presented for the purpose of
additional analysis and are not a required part of the basic financial
statements but are supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. These supplemental schedules are the
responsibility of the Plan's management. The supplemental schedules have been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
/s/PricewaterhouseCoopers LLP
San Francisco, California
June 28, 2000
1
<PAGE>
United Commercial Bank Savings Plus Plan
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
(MODIFIED CASH BASIS)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
DECEMBER 31,
----------------------------
1999 1998
ASSETS
<S> <C> <C>
Investments (Note 4) $ 9,763,160 $ 7,722,119
------------- ------------
Net assets available for benefits $ 9,763,160 $ 7,722,119
============= ============
</TABLE>
See accompanying notes to financial statements.
2
<PAGE>
United Commercial Bank Savings Plus Plan
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
(MODIFIED CASH BASIS)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
FOR THE
YEAR ENDED
DECEMBER 31, 1999
--------------------
<S> <C>
ADDITIONS
Additions to net assets attributed to:
Net appreciation in fair value of investments (Note 4) $ 585,018
Investment income 567,812
-------------
1,152,830
-------------
Contributions
Employee contributions 1,204,972
Employer contributions 381,813
-------------
1,586,785
-------------
Total additions 2,739,615
-------------
DEDUCTIONS
Deduction from net assets attributed to:
Distributions to participants 698,574
-------------
Net increase in net assets available for benefits 2,041,041
Net assets available for benefits, beginning of year 7,722,119
-------------
Net assets available for benefits, end of year $ 9,763,160
=============
</TABLE>
See accompanying notes to financial statements.
3
<PAGE>
United Commercial Bank Savings Plus Plan
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
--------------------------------------------------------------------------------
1. DESCRIPTION OF PLAN
ORGANIZATION AND PLAN BENEFITS
The United Commercial Bank Savings Plus Plan (the "Plan") was
established to provide eligible United Commercial Bank ("UCB")
employees an opportunity to participate in tax deferred savings in
order to augment their retirement income. Further information regarding
the Plan is available in the United Commercial Bank Savings Plus Plan
Document, amended and restated effective January 1, 1989 (the "Plan
Document"), and in the related summary plan description.
PLAN ADMINISTRATION
The United Commercial Bank Savings Plus Plan Committee is the Plan
administrator. The Reber Group continued as the Plan recordkeeper from
January 1, 1999 to August 27, 1999. Effective August 28, 1999, the Plan
administrator appointed Ceridian Retirement Plan Services as
recordkeeper. The Plan administrator appointed Charles Schwab Trust
Company as the Plan trustee and custodian effective November 1, 1999.
State Street Bank and Trust Company was the prior custodian.
ELIGIBILITY
Effective January 1, 1991, all employees of UCB who are twenty-one
years of age or older and have completed three months of eligible
service may elect to participate in the Plan.
EMPLOYEE CONTRIBUTIONS TO THE PLAN
Contributions to the Plan are made from employee payroll deductions.
Participating employees may contribute up to 15% of their annual
compensation; however, such contributions cannot exceed the applicable
Internal Revenue Code dollar limits. Participants may choose among the
investment options described in Note 3.
EMPLOYER CONTRIBUTIONS TO THE PLAN
The Plan Document provides for employer contributions of 50 percent of
employee contributions for employee participants whose annual
compensation is less than $80,000. For employee participants whose
annual compensation is $80,000 or more, employer contributions are at
the discretion of the Board of Directors (none in 1999 and 1998).
Employer contributions may be limited to Internal Revenue Code dollar
limits. For 1998 and 1999, employer contributions were limited to
$2,000 per participant.
4
<PAGE>
ALLOCATION OF FORFEITURES
If employee turnover results in forfeitures of non-vested employer
contributions, such forfeitures are placed in the Money Market Fund.
Such amounts may be used to pay administrative expenses, correct
administrative errors or reduce future employer contributions. Total
forfeitures at December 31, 1999 and 1998 amounted to $139,876 and
$104,760, respectively.
VESTING OF BENEFITS
Participants are immediately vested in their contributions to the Plan
plus earnings thereon. Employees vest in employer contributions based
on their years of service, with incremental vesting of 20% for each of
the first five years of service and 100% vesting for employees with
five or more years of service.
TERMINATION OF THE PLAN
Should the Plan terminate at some future date, all affected
participants will be 100% vested in their account balances. Such
balances will be fully distributed to the participants.
ADMINISTRATIVE EXPENSES
Administrative expenses of the Plan are generally performed or paid for
by UCB.
PARTICIPANT LOANS
Under the terms of the Plan, loans from participant accounts may be
made to Plan participants subject to the terms and limitations set
forth in the Plan document and the Internal Revenue Code. All loans are
fully amortized and repaid in substantially level payroll deductions.
The loans are secured by the vested portion of a participant's account
balance. For loans originated during 1999 and 1998, the interest rate
was Bank of America Prime.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The accounts of the Plan are maintained on a modified basis of cash
receipts and disbursements. Accordingly, the accompanying financial
statements do not include employee contributions receivable of
approximately $43,230 and $38,054 and employer contributions receivable
of approximately $9,333 and $9,162 at December 31, 1999 and 1998,
respectively. In addition, these statements do not reflect benefits
payable to former participants of the Plan of approximately $7,011 and
$0 at December 31, 1999 and 1998, respectively. Certain 1998 amounts
have been reclassified to conform to the current year presentation.
5
<PAGE>
INVESTMENT VALUATION AND INCOME RECOGNITION
All investments are carried at market value, which represents fair
value, as reported by Charles Schwab Trust Company, and as determined
by the Ceridian Retirement Plan Services as of December 31, 1999 and as
reported by Advisors Trust company, and as determined by the Reber
Group as of December 31, 1998. In accordance with the Plan's policy of
carrying investments at market value, the change in the net unrealized
appreciation or depreciation is included in the statement of changes in
net assets available for benefits on an accrual basis. Net appreciation
(depreciation) in the fair value of investments includes the realized
gain or loss on sale of investments sold and unrealized gains/losses on
investments held during the year determined on a revalued cost basis.
USE OF ESTIMATES
The preparation of financial statements on a modified basis of cash
receipts and disbursements requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of changes in net assets
during the reporting period. Actual results could differ from those
estimates.
3. INVESTMENT ELECTIONS
During 1998, participants could choose to direct their contributions and
employer contributions to one of six different strategies or a money market
fund. Each strategy contains a varied combination of eight mutual funds
managed by the Frank Russell Investment Management company. The risk and
return characteristics of each of the six strategies vary depending on the
mix of mutual funds included in the strategies.
Effective April 8, 1999 participants could also choose to direct
contributions to purchase stock of UCBH Holdings Inc., parent company of
UCB.
Effective July 2, 1999 a new mutual fund, the Dreyfus S&P 500 Index Fund,
was added to the plan's investment options. In addition, from July 2, 1999
participants no longer need to direct contributions to a specific
investment strategy. From this date they could direct contributions to any
of the eight mutual funds managed by the Frank Russell Investment
Management Company, the Dreyfus S&P 500 Index Fund, UCBH Holdings Inc.
stock and/or the money market fund.
6
<PAGE>
4. INVESTMENTS
Investments representing 5% or more of net assets available for Plan
benefits were as follows:
<TABLE>
<CAPTION>
DECEMBER 31,
----------------------------
1999 1998
<S> <C> <C>
INVESTMENTS IN MUTUAL FUNDS:
Frank Russell Equity I Fund $ 1,945,693 $ 1,978,024
Frank Russell Equity II Fund 1,196,859 909,984
Frank Russell Equity III Fund 718,592 761,278
Frank Russell International Fund 1,540,732 1,001,467
Frank Russell Fixed Income I Fund 812,162 756,287
Frank Russell Fixed Income II Fund 933,985 937,586
Frank Russell Money Market Funds 1,358,959 1,110,214
</TABLE>
5. TAX STATUS OF THE PLAN
UCB has received a favorable determination letter from the Internal Revenue
Service as to the qualified status of the Plan. The Plan administrator is
of the opinion that the Plan continues to fulfill the requirements of the
Internal Revenue Code and the Employee Retirement Income Security Act of
1974 and that the trust, which forms a part of the Plan, is exempt from
income tax. Accordingly, no provision has been made for federal or state
income taxes.
7
<PAGE>
United Commercial Bank Savings Plus Plan
Schedule of Assets EIN 94-30009408
Held for Investment Form 5500, Item 4i
December 31, 1999 Schedule I
-------------------------------------------------------------------------------
<TABLE>
<CAPTION>
IDENTITY OF ISSUER AND CURRENT
DESCRIPTION OF INVESTMENT COST VALUE
<S> <C> <C>
UCBH Holdings, Inc.(1) - common stock $ 96,520 $ 291,802
Dreyfus S&P 500 Index fund 394,599 411,784
Frank Russell Equity I Fund 1,973,261 1,945,693
Frank Russell Equity II Fund 1,093,255 1,196,859
Frank Russell Equity III Fund 774,301 718,592
Frank Russell International Fund 1,412,821 1,540,732
Frank Russell Emerging Markets Fund 277,853 348,088
Frank Russell Fixed Income I Fund 828,292 812,162
Frank Russell Fixed Income II Fund 939,153 933,985
Frank Russell Money Market Funds 1,362,138 1,358,959
------------ ------------
Total Investment Portfolio 9,152,193 9,558,656
Participant loans(2) 204,504
------------ ------------
TOTAL INVESTMENT PORTFOLIO AND PARTICIPANT LOANS $ 9,152,193 $ 9,763,160
============ ============
</TABLE>
-------------------------
(1) Designates a party-in-interest with respect to the Plan.
(2) Participant loans have various maturities, are fully amortized, and
are repaid by employee payroll deduction. At December 31, 1999
interest rates on outstanding loans ranged from 7% to 9%.
8
<PAGE>
<TABLE>
<CAPTION>
United Commercial Bank Savings Plus Plan
Schedule of Reportable Transactions (during
the year ended December 31, 1999 EIN 94-30009408
in Excess of 5% of the Market Value of Form 5500, Item 4j
Plan Assets at January 1, 1999) Schedule II
------------------------------------------------------------------------------------------------------------------------------------
EXPENSE
INCURRED
IDENTITY OF PURCHASE SELLING LEASE WITH COST OF
PARTY INVOLVED DESCRIPTION OF ASSET PRICE PRICE RENTAL TRANSACTION ASSET
<S> <C> <C> <C> <C> <C> <C>
Charles Schwab Trust Company Frank Russell Equity I Fund $ 775,660 $ 927,076 $ - $ - $ 1,562,390
Charles Schwab Trust Company Frank Russell Equity II Fund 426,877 - - - 426,877
Charles Schwab Trust Company Frank Russell Fixed I Fund 493,616 - - - 493,616
Charles Schwab Trust Company Frank Russell Fixed Income II Fund 566,342 548,396 - - 1,117,897
Charles Schwab Trust Company Frank Russell International Fund 633,115 381,239 - - 979,641
Charles Schwab Trust Company Frank Russell Money Market Fund 468,726 1,583,886 - - 2,052,612
Charles Schwab Trust Company Schwab Value Advantage Money Fund 1,376,444 1,373,627 - - 2,750,071
---------- ---------- -------- ------------ ------------
$4,740,780 $4,814,224 $ - $ - $ 9,383,104
========== ========== ======== ============ ============
<CAPTION>
--------------------------------------------------------------------------------------------
CURRENT
VALUE OF
ASSET ON NET
IDENTITY OF TRANSACTION GAIN OR
PARTY INVOLVED DESCRIPTION OF ASSET DATE (LOSS)
<S> <C> <C>
Charles Schwab Trust Company Frank Russell Equity I Fund $ 1,702,736 $ 140,346
Charles Schwab Trust Company Frank Russell Equity II Fund 426,877 -
Charles Schwab Trust Company Frank Russell Fixed I Fund 493,616 -
Charles Schwab Trust Company Frank Russell Fixed Income II Fund 1,114,738 (3,159)
Charles Schwab Trust Company Frank Russell International Fund 1,014,354 34,713
Charles Schwab Trust Company Frank Russell Money Market Fund 2,052,612 -
Charles Schwab Trust Company Schwab Value Advantage Money Fund 2,750,071 -
------------ ----------
$ 9,555,004 $ 171,900
============ ==========
</TABLE>
9
