<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 8, 1999
FILE NO. 333-87481
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-4
PREEFFECTIVE AMENDMENT NO. 3
TO
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CALIFORNIA COMMUNITY BANCSHARES, INC.
(Exact Name of Registrant as Specified in Its Charter)
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DELAWARE 6021 94-3339505
(State or Other Jurisdiction (Primary Standard (I.R.S. Employer
of Incorporation or Organization) Industrial Identification Number)
Classification Code Number)
</TABLE>
ONE MARITIME PLAZA, SUITE 825, SAN FRANCISCO, CALIFORNIA (415) 434-1236
(Address and Telephone Number of Registrant's Principal Executive Offices)
RONALD W. BACHLI, PRESIDENT & CHIEF EXECUTIVE OFFICER
One Maritime Plaza, Suite 825, San Francisco, California 94111 (415) 434-1236
(Name, Address and Telephone of Agent for Service)
COPY TO
R. BRENT FAYE, ESQ. and STEVEN M. PLEVIN, ESQ., Lillick & Charles LLP
2 Embarcadero Center, 27(th) Floor, San Francisco, California 94111 (415)
984-8200
--------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE.
--------------------------
If the securities being registered on this form are being offered in connection
with the formation of a holding company and there is compliance with General
Instruction G, check the following box. / /
If this form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. / /
If this form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
--------------------------
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED UNIT PRICE REGISTRATION FEE
<S> <C> <C> <C> <C>
Common Stock, $0.01 Par Value
(1).............................. 22,889,095(2) Not Applicable Not Applicable $22,447.39 (3)
</TABLE>
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(1) This Registration Statement relates to shares of Common Stock of the
Registrant issuable to the holder of common stock no par value of Placer
Capital Co., a California corporation, to the holder of common stock no par
value, of California Financial Bancorp, a California corporation; to holders
of common stock, no par value, of Security First Bank, a California
corporation; and to holders of common stock, $5.00 par value, of National
Business Bank, a national banking association, in the proposed acquisition
of Placer Capital Co. by Registrant and proposed mergers of California
Financial Bancorp into Registrant; of Security First Bank into a subsidiary
of Registrant; and of National Business Bank into a subsidiary of
Registrant.
(2) Based upon the estimated maximum number of shares of Registrant's Common
Stock required to be issued under agreements for the acquisition and the
mergers described in footnote (1). This Registration Statement also includes
any additional shares of Registrant's Common Stock which may be issued to
prevent dilution resulting from stock splits, stock dividends or similar
transactions.
(3) Pursuant to Rule 457(f)(2), the Registration Fee was computed on the basis
of the sum of the book value of Placer Capital Co. common stock at June 30,
1999 ($38,873,000); the book value of California Financial Bancorp common
stock at June 30, 1999 ($36,722,000); the book value of Security First Bank
common stock at June 30, 1999 ($3,720,000); and the book value of National
Business Bank common stock at June 30, 1999 ($1,431,000). Previously paid.
--------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT WILL FILE A
FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
WILL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8 OF THE SECURITIES
ACT, OR UNTIL THE REGISTRATION STATEMENT WILL BECOME EFFECTIVE ON SUCH DATE AS
THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8, MAY
DETERMINE.
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<PAGE>
PART II
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Bylaws of California Community provide for indemnification of agents
including directors, officers, and employees to the fullest extent permitted by
Delaware law. California Community's Certificate of Incorporation further
provides for a limitation of director liability for monetary damages to the
extent allowed by Delaware law. Delaware law generally allows indemnification in
matters not involving the right of the corporation, to an agent of the
corporation if such person acted in good faith and in a manner such person
reasonably believed to be in the best interests of the corporation, and in the
case of a criminal matter, had no reasonable cause to believe the conduct of
such person was unlawful. California Community's Bylaws provide that California
Community will, to the extent permitted by law, indemnify its directors and
executive officers, and may indemnify its other officers, employees and other
agents to the fullest extent permitted by Delaware law.
ITEM 21. EXHIBITS
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2.1 Amended and Restated Plan of Reorganization and Merger
Agreement by and between the California Community and
California Financial dated as of November 15, 1999, attached
as Exhibit I to the proxy statement/prospectus contained in
Part I of this Registration Statement.*
2.2 Plan of Reorganization and Merger Agreement by and between
the California Community, Orange, and Security First dated
as of September 10, 1999, attached as Exhibit II to the
proxy statement/prospectus contained in Part I of this
Registration Statement.*
2.3 Plan of Reorganization and Merger Agreement by and between
the California Community, CalWest, and Business Bank dated
as of September 14, 1999, attached as Exhibit III to the
proxy statement/prospectus contained in Part I of this
Registration Statement.*
2.4 Plan of Reorganization and Exchange Agreement by and between
the California Fund and California Community.*
2.5 First Amendment to the Plan of Reorganization Agreement by
and between the California Fund and California Community.*
3.1 Revised Certificate of Incorporation of Registrant.*
3.2 Bylaws of Registrant.*
5.1 Opinion re: legality.*
8.1 Opinion re: tax matters as to the merger of California
Financial with Registrant by Lillick & Charles LLP.
8.2 Opinion re: tax matters as to the merger of Security First
with a subsidiary of Registrant by Lillick & Charles LLP.
8.3 Opinion re: tax matters as to the merger of Business Bank
with a subsidiary of Registrant by Lillick & Charles LLP.
10.1 California Community Bancshares, Inc. 1999 Stock Option
Plan.*
10.2 Financial Advisory Agreement by and between Belvedere
Capital Partners LLC and California Community Bancshares.*
11. Statement re: computation of per share earnings is included
in Note 1 to the financial statements to the proxy
statement/prospectus included in Part I of this Registration
Statement.
21. Subsidiaries of Registrant are Placer Capital Co., a
California corporation, and Placer Sierra Bank, a California
corporation.
</TABLE>
II-1
<PAGE>
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23.1 Consent of Counsel is included with the opinion re: legality
as Exhibit 5 to this Registration Statement, and with the
opinions re: tax matters as Exhibits 8.1, 8.2 and 8.3 of
this Registration Statement.
23.2 Consent of KMPG LLP as accountants for Placer Sierra.*
23.3 Consent of Perry-Smith & Co., LLP as accountants for Placer
Sierra Bank (formerly Placer Savings Bank).*
23.4 Consent of Deloitte & Touche LLP as accountants for
California Financial Bancorp and Subsidiaries.*
23.5 Consent of Arthur Andersen LLP as accountants for California
Financial Bancorp (formerly Belvedere Bancorp) and
Subsidiary.*
23.6 Consent of Deloitte & Touche LLP as accountants for Security
First Bank and Subsidiary.*
23.7 Consent of Arthur Andersen LLP as accountants for Security
First Bank and Subsidiary.*
23.8 Consent of Deloitte & Touche LLP as accountants for National
Business Bank.*
23.9 Consent of Deloitte & Touche LLP as accountants for The Bank
of Orange County.*
23.10 Consent of McGladrey & Pullen LLP as accountants for The
Bank of Orange County.*
23.11 Consent of Deloitte & Touche LLP as accountants for Downey
Bancorp.*
23.12 Consent of McGladrey & Pullen LLP as accountants for Downey
Bancorp.*
23.13 Consent of Carpenter & Company as financial advisor to
Security First Bank.*
23.14 Consent of the Findley Group as financial advisor to
National Business Bank.*
24. Power of Attorney.*
27. Financial Data Schedule.*
99.1 Opinion of Carpenter & Company dated August 26, 1999 as
financial advisor to Security First is attached as
Exhibit IV to the proxy statement/prospectus contained in
Part I of this Registration Statement.
99.2 Opinion of the Findley Group dated September 14, 1999 as
financial advisor to National Business Bank is attached as
Exhibit V to the proxy statement/prospectus contained in
Part I of this Registration Statement.
99.3 National Business Bank Proxy Card.*
</TABLE>
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* Previously filed.
b) Financial Statement Schedules
None.
c) OPINIONS
See Exhibits 5.1, 8.1, 8.2, 8.3, 99.1 and 99.2 to this Registration
Statement.
ITEM 28. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities
Act;
II-2
<PAGE>
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
Registration Statement is on Form S-3 or Form S-8 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the Securities Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of
the offering.
The undersigned Registrant hereby undertakes as follows: that prior to any
public reoffering of the securities registered hereunder through use of a
prospectus with is part of the registration statement, by any person or party
who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer
undertakes that such reoffering prospectus will contain the information called
for by the applicable registration form with respect to reofferings by persons
who may be deemed underwriters, in addition to the information called for by the
other items of the applicable form.
The Registrant undertakes that every prospectus: (i) that is filed pursuant
to paragraph (1) immediately preceding, or (ii) that purports to meet the
requirements of Section 10(a)(3) of the Act and is used in connection with an
offering of securities subject to Rule 415, will be filed as a part of an
amendment to the registration statement and will not be used until such
amendment is effective, and that, for purposes of determining any liability
under the Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
BONA FIDE offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this PreEffective Amendment No. 2 to Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized in the
City of San Francisco, California, on December 8, 1999.
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CALIFORNIA COMMUNITY BANCSHARES, INC.
By: /s/ RONALD W. BACHLI
-----------------------------------------
Ronald W. Bachli, PRESIDENT &
CHIEF EXECUTIVE OFFICER
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, this
Preeffective Amendment No. 1 to Registration Statement has been signed by the
following persons in the capacities and on the date indicated.
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/s/ RONALD W. BACHLI
------------------------------------------- Director, Principal December 8, 1999
Ronald W. Bachli Executive Officer
J. THOMAS BYROM*
------------------------------------------- Director December 8, 1999
J. Thomas Byrom
RICHARD W. DECKER*
------------------------------------------- Director December 8, 1999
Richard W. Decker, Jr.
------------------------------------------- Director
Joseph P. Heitzler
ROBERT J. KUSHNER*
------------------------------------------- Director December 8, 1999
Robert J. Kushner
------------------------------------------- Director
Clifford R. Ronnenberg
JAMES M. MCGANN*
------------------------------------------- Principal Financial Officer December 8, 1999
James M. McGann
</TABLE>
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*By: /s/ RONALD W. BACHLI
--------------------------------------
Ronald W. Bachli, as Attorney-in-fact
</TABLE>
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<PAGE>
EXHIBIT INDEX
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<CAPTION>
EXHIBIT NO. DESCRIPTION
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2.1 Amended and Restated Plan of Reorganization and Merger
Agreement by and between the California Community and
California Financial dated as of November 15, 1999, attached
as Exhibit I to the proxy statement/prospectus contained in
Part I of this Registration Statement.*
2.2 Plan of Reorganization and Merger Agreement by and between
the California Community, Orange, and Security First dated
as of September 10, 1999, attached as Exhibit II to the
proxy statement/prospectus contained in Part I of this
Registration Statement.*
2.3 Plan of Reorganization and Merger Agreement by and between
the California Community, CalWest, and Business Bank dated
as of September 14, 1999, attached as Exhibit III to the
proxy statement/prospectus contained in Part I of this
Registration Statement.*
2.4 Plan of Reorganization and Exchange Agreement by and between
the California Fund and California Community.*
2.5 First Amendment to the Plan of Reorganization and Exchange
Agreement by and between the California Fund and California
Community.*
3.1 Revised Certificate of Incorporation of Registrant.*
3.2 Bylaws of Registrant.*
5.1 Opinion re: legality.*
8.1 Opinion re: tax matters as to the merger of California
Financial with Registrant by Lillick & Charles LLP.
8.2 Opinion re: tax matters as to the merger of Security First
with a subsidiary of Registrant by Lillick & Charles LLP.
8.3 Opinion re: tax matters as to the merger of Business Bank
with a subsidiary of Registrant by Lillick & Charles LLP.
10.1 California Community Bancshares, Inc. 1999 Stock Option
Plan.*
10.2 Financial Advisory Agreement by and between Belvedere
Capital Partners LLC and California Community Bancshares,
Inc.*
11. Statement re: computation of per share earnings is included
in Note 1 to the financial statements to the proxy
statement/prospectus included in Part I of this Registration
Statement.
21. Subsidiaries of Registrant are Placer Capital Co., a
California corporation, and Placer Sierra Bank, a California
corporation.
23.1 Consent of Counsel is included with the opinion re: legality
as Exhibit 5 to this Registration Statement, and with the
opinions re: tax matters as Exhibits 8.1, 8.2 and 8.3 of
this Registration Statement.
23.2 Consent of KMPG LLP as accountants for Placer Sierra.*
23.3 Consent of Perry-Smith & Co., LLP as accountants for Placer
Sierra Bank.*
23.4 Consent of Deloitte & Touche LLP as accountants for
California Financial Bancorp and Subsidiaries.*
23.5 Consent of Arthur Andersen LLP as accountants for California
Financial Bancorp (formerly Belvedere Bancorp and
Subsidiary).*
23.6 Consent of Deloitte & Touche LLP as accountants for Security
First Bank and Subsidiary.*
23.7 Consent of Arthur Andersen LLP as accountants for Security
First Bank and Subsidiary.*
23.8 Consent of Deloitte & Touche LLP as accountants for National
Business Bank.*
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
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23.9 Consent of Deloitte & Touche LLP as accountants for The Bank
of Orange County.*
23.10 Consent of McGladrey & Pullen LLP as accountants for The
Bank of Orange County.*
23.11 Consent of Deloitte & Touche LLP as accountants for Downey
Bancorp.*
23.12 Consent of McGladrey & Pullen LLP as accountants for Downey
Bancorp.*
23.13 Consent of Carpenter & Company as financial advisor to
Security First Bank.*
23.14 Consent of the Findley Group as financial advisor to
National Business Bank.*
24. Power of Attorney*
27. Financial Data Schedule*
99.1 Opinion of Carpenter & Company dated August 26, 1999 as
financial advisor to Security First is attached as Exhibit
IV to the proxy statement/prospectus contained in Part I of
this Registration Statement.
99.2 Opinion of the Findley Group dated September 14, 1999 as
financial advisor to National Business Bank is attached as
Exhibit V to the proxy statement/prospectus contained in
Part I of this Registration Statement.
99.3 National Business Bank proxy card*
</TABLE>
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* Previously filed.
<PAGE>
EXHIBIT 8.1
December 1, 1999
Board of Directors
California Financial Bancorp
California Community Bancshares
Re: CERTAIN FEDERAL AND CALIFORNIA INCOME TAX CONSEQUENCES OF PROPOSED
MERGER
Ladies and Gentlemen:
You have requested our opinion as to certain United States federal and
California income tax consequences from the proposed merger described below.
I. FACTS
The following factual description is based on information which you have
provided to us. The legal conclusions set forth below are dependent on the
accuracy of these facts. Accordingly, you should review this factual
description carefully and inform us immediately of any inaccuracies. In
addition, you should assume that our advice may change if any of the proposed
transactions described below are modified.
California Financial Bancorp is a California corporation organized in
September 1997 ("CFB"). CFB is a bank holding company. The principal assets of
CFB are 100% of the shares of CalWest Bank, a California corporation; 100% of
the shares of The Bank of Orange County, a California corporation; approximately
57% of Security First Bank, a California corporation; and approximately 65% of
National Business Bank, a national banking association. 100% of the outstanding
shares of CFB are owned by The California Community Financial Institutions Fund
Limited Partnership, a California limited partnership (the "Fund").
California Community Bancshares, Inc., is a recently formed Delaware
corporation ("CCB"). Prior to the merger described below, the Fund will own
100% of the outstanding stock of CCB.
The only outstanding shares of stock of CFB and CCB are the shares of CFB
common stock ("CFB Common Stock") and of CCB common stock ("CCB Common Stock"),
respectively.
<PAGE>
Board of Directors
California Financial Bancorp
California Community Bancshares
December 1, 1999
The Boards of Directors of CCB and CFB have determined it is in the best
interests of CCB and CFB to be combined, with CCB as the surviving corporation.
In addition, the Fund has determined that the merger will allow it to more
economically manage its banking subsidiaries. Accordingly, pursuant to a plan
of reorganization dated September 10, 1999 ("Plan of Reorganization"), CFB will
be merged into CCB pursuant to the laws of the States of California and Delaware
(the "Merger"). Upon completion of the Merger, each share of CFB Common Stock
will be converted into the right to receive from CCB 1.8296 newly issued shares
of CCB Common Stock. No fractional shares will be issued. Instead, the Fund
(as sole shareholder of CFB) will receive cash in lieu of fractional shares.
II. REPRESENTATIONS AND ASSUMPTIONS
For the purpose of rendering this opinion, we have examined and relied upon
originals, certified copies, or copies otherwise identified to our satisfaction
as being true copies of the originals of the following documents, including all
exhibits and schedules attached thereto (collectively, the "Transaction
Documents"):
(A) Form S-4 dated September 21, 1999, as amended from time to time;
(B) the Plan of Reorganization;
(C) the representations letter from CCB, dated of even date herewith,
attached as Exhibit A;
(D) the representations letter from CFB, dated of even date herewith,
attached as Exhibit B; and
(E) Such other documents, instruments, and records pertaining to the
Merger as we have deemed necessary in rendering our opinion.
We have assumed, with your permission and without independent investigation
or review thereof, the accuracy and completeness of the facts and
representations and warranties contained in the Transaction Documents and the
facts set forth in this letter. In addition, we have assumed that those facts
will remain accurate to the date of the closing of the Merger and that the
transactions will occur in accordance with the Transaction Documents.
If you have any information which would indicate that any of the facts set
forth herein or in any of the Transaction Documents are incorrect, incomplete or
erroneous, please advise us, because an alteration of any of these may have the
effect of changing all or a part of the opinions expressed herein. In addition,
you should assume that our advice may change if any of these facts are modified.
III. OPINIONS
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<PAGE>
Based on the facts set forth herein and in the Transaction Documents, and
based on the representations and assumptions set forth herein and in Exhibits A
and B, and subject to the limitations, qualifications, assumptions, and caveats
set forth herein, we are of the opinion that for federal and California income
tax purposes:
A. The proposed Merger of CFB into CCB will constitute a reorganization
within the meaning of Section 368(a)(1)(A).(1)
B. No gain or loss will be recognized by CCB or CFB as a result of the
Merger. Sections 1032, 361, and 357.
C. The basis and the holding periods of the assets of CFB will carry over
to CCB. Section 362(b); Section 1223(2).
D. No gain or loss will be recognized by the Fund upon the exchange of
CFB Common Stock solely for CCB Common Stock. Section 354(a)(1).
E. The tax basis of CCB Common Stock (including any fractional share
interests) received by the Fund will be the same as the tax basis of the CFB
Common Stock converted in the Merger. Section 354(a)(1).
F. The holding period of the CCB Common Stock in the hands of the Fund
will include the period during which the CFB Common Stock converted in the
Merger was held, provided the CFB Common Stock was held as a capital asset on
the date of the Merger. Section 1223(1).
G. The receipt of cash in lieu of fractional share interests of CCB
Common Stock by the Fund will result in gain or loss equal to the difference
between the amount of cash received and the tax basis allocated to their
fractional share interests. Whether the gain or loss will constitute capital
gain or loss for the Fund will depend upon whether the Fund's CFB Common Stock
was held as a capital asset at the date of the Merger.
H. The Merger qualifies as a reorganization under Section 24451 of the
California Revenue and Taxation Code.
The opinions expressed herein are effective as of the date hereof, and are
based upon and limited to the facts as set forth herein and in the Transaction
Documents and the representations in Exhibits A and B. The opinions expressed
herein are based upon the existing provisions of the Code and the California
Revenue and Taxation Code, as amended, currently applicable regulations
promulgated thereunder (including proposed regulations), current positions of
the Internal Revenue Service ("IRS") and the California Franchise Tax Board
("FTB") contained in published revenue rulings and revenue procedures and
administrative pronouncements, and existing judicial decisions, all of which are
subject to change with or without retroactive effect.
- ----------------------
(1) All references to Section are to sections of the Internal Revenue Code of
1986, as amended to the date of this letter (the "Code").
-3-
<PAGE>
No assurance can be provided as to the effect of any such change upon our
opinions, and we undertake no obligation to update this letter.
The opinions set forth herein have no binding effect on the IRS, the FTB,
or the courts. No assurance can be given that the IRS or FTB would agree with
the opinions set forth herein, or that if contested, a court would agree with
these opinions. Rather, the opinions set forth herein represent our best legal
judgment as to the likely outcome of the issues addressed herein if such issues
were litigated and all appeals exhausted.
We have expressed our opinions only as to matters expressly set forth
herein, and no other opinions are being rendered as to any other matter.
Without limiting the foregoing, we express no opinion as to the state (other
than California), local, or foreign tax consequences of the proposed
transactions or any U.S. federal income tax matters not specifically mentioned.
This opinion is furnished to the Boards of Directors and shareholders of
CCB and CFB and is not to be used for any other purpose or distributed to any
other persons without our prior written consent. However, we hereby consent
to the filing of this opinion with the applicable federal and California
regulatory agencies with whom such opinion is required to be filed in
connection with the Merger.
Very truly yours,
/s/
LILLICK & CHARLES LLP
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<PAGE>
EXHIBIT 8.2
December 1, 1999
Board of Directors
The Bank of Orange County
Security First Bank
Re: CERTAIN FEDERAL AND CALIFORNIA INCOME TAX CONSEQUENCES OF PROPOSED
MERGER
Ladies and Gentlemen:
You have requested our opinion as to certain United States federal and
California income tax consequences from the proposed merger described below.
I. FACTS
The following factual description is based on information which you have
provided to us. The legal conclusions set forth below are dependent on the
accuracy of these facts. Accordingly, you should review this factual
description carefully and inform us immediately of any inaccuracies. In
addition, you should assume that our advice may change if any of the proposed
transactions described below are modified.
The Bank of Orange County, a California corporation ("TBOC"), is engaged in
a general banking business. Security First Bank, a California corporation
("Security First") also is engaged in a general banking business. California
Financial Bancorp is a California corporation organized in September 1997
("CFB"). Prior to the proposed merger (described below) of CFB into California
Community Bancshares, Inc., a recently formed Delaware corporation ("CCB"), CFB
owned approximately 57% of the common stock of Security First ("Security First
Common Stock"). CFB acquired 52% of the shares of Security First Common Stock
directly from Security First as an original share issuance at the end of 1997.
CFB acquired this interest in Security First as an independent investment, and
not a part of an overall plan to acquire 100% of the stock of Security First.
Accordingly, CFB's acquisition of 52% of the Security First shares was not made
in connection with (and was independent of) the proposed merger of Security
First into TBOC discussed below (the "Merger"). In September 1999, CFB
acquired approximately 5% more of the Security First Common Stock from the
Company by exercising an option which it had acquired in 1997. The balance of
the Security First Common Stock is owned by more than 300 shareholders.
<PAGE>
Board of Directors
The Bank of Orange County
Security First Bank
December 1, 1999
In December 1998, CFB acquired 100% of the common stock of TBOC ("TBOC
Common Stock"). Prior to the proposed merger of CFB into CCB, CFB will own 100%
of the TBOC Common Stock.
The only outstanding shares of TBOC are the shares of TBOC Common Stock.
The only outstanding shares of Security First are the shares of Security First
Common Stock.
Prior to the Merger, CFB will merge into CCB. As a result, prior to the
Merger, CCB will own 100% of the TBOC Common Stock and approximately 57% of the
Security First Common Stock.
The Boards of Directors of TBOC and Security First have determined it is in
the best interests of TBOC and Security First to be combined, with TBOC as the
surviving corporation. Accordingly, pursuant to a plan of reorganization dated
September 10, 1999 ("Plan of Reorganization"), Security First will be merged
into TBOC in the Merger pursuant to the laws of the State of California. Upon
completion of the Merger, each share of Security First Common Stock, other than
dissenters shares, will be converted into the right to receive from CCB 0.0938
newly issued shares of CCB common stock ("CCB Common Stock"). Thus, the former
shareholders of Security First will become shareholders of CCB. No fractional
shares will be issued. Instead, shareholders of Security First will receive
cash in lieu of fractional shares.
The Merger will have the advantage of the consolidation and centralization
of certain management functions and certain resulting economies of scale.
Further, it is believed that the Merger will result in a bank which will be a
stronger and more viable financial institution, which will be better able to
compete with larger banks in the relevant geographic areas.
II. REPRESENTATIONS AND ASSUMPTIONS
For the purpose of rendering this opinion, we have examined and relied upon
originals, certified copies, or copies otherwise identified to our satisfaction
as being true copies of the originals of the following documents, including all
exhibits and schedules attached thereto (collectively, the "Transaction
Documents"):
(A) Form S-4 dated September 21, 1999, as amended from time to time;
(B) the Plan of Reorganization;
(C) the representations letter from CCB dated of even date herewith,
attached as Exhibit A;
(D) the representations letter from Security First, dated of even date
herewith, attached as Exhibit B; and
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<PAGE>
(E) Such other documents, instruments, and records pertaining to the
Merger as we have deemed necessary in rendering our opinion.
We have assumed, with your permission and without independent investigation
or review thereof, the accuracy and completeness of the facts and
representations and warranties contained in the Transaction Documents and the
facts set forth in this letter. In addition, we have assumed that those facts
will remain accurate to the date of the closing of the Merger and that the
transactions will occur in accordance with the Transaction Documents.
If you have any information which would indicate that any of the facts set
forth herein or in any of the Transaction Documents are incorrect, incomplete or
erroneous, please advise us, because an alteration of any of these may have the
effect of changing all or a part of the opinions expressed herein. In addition,
you should assume that our advice may change if any of these facts are modified.
III. OPINIONS
Based on the facts set forth herein and in the Transaction Documents, and
based on the representations and assumptions set forth herein and in Exhibits A
and B, and subject to the limitations, qualifications, assumptions, and caveats
set forth herein, we are of the opinion that for federal and California income
tax purposes:
A. The proposed Merger of Security First into TBOC will constitute a
reorganization within the meaning of Section 368(a)(1)(A) and Section
368(a)(2)(D).(1)
B. No gain or loss will be recognized by TBOC, Security First, or CCB as
a result of the Merger. Section 1032; Treas. Reg. Section 1.1032-2; Sections
361, 357.
C. The basis and the holding periods of the assets of Security First will
carry over to TBOC. Section 362(b); Section 1223(2).
D. No gain or loss will be recognized by the holders of Security First
Common Stock upon the exchange of such stock solely for CCB Common Stock.
Section 354(a)(1).
E. The tax basis of CCB Common Stock (including any fractional share
interests) received by the holders of Security First Common Stock will be the
same as the tax basis of the Security First Common Stock converted in the
Merger. Section 354(a)(1).
F. The holding period of CCB Common Stock in the hands of the
shareholders of Security First will include the period during which the Security
First Common Stock converted
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(1) All references to Section are to sections of the Internal Revenue Code of
1986, as amended to the date of this letter (the "Code").
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<PAGE>
in the Merger was held, provided the Security First Common Stock was held as a
capital asset on the date of the Merger. Section 1223(1).
G. The receipt of cash in lieu of fractional share interests of CCB
Common Stock by the Security First shareholders will result in gain or loss
equal to the difference between the amount of cash received and the tax basis
allocated to their fractional share interests. Whether the gain or loss will
constitute capital gain or loss for a particular shareholder will depend upon
whether that shareholder's Security First Common Stock was held as a capital
asset at the date of the Merger.
H. Where shareholders of Security First dissent to the proposed
transaction and receive solely cash for their Security First Common Stock, such
cash will be treated as a distribution in redemption of such shares under the
provisions and limitations of Section 302. Those shareholders who receive
solely cash, and who hold no shares of CCB Common Stock directly or through the
application of Section 318(a), will be treated as receiving a cash distribution
in full payment in exchange for their Security First Common Stock as provided in
Section 302(a). In that case, gain or loss will be measured by the difference
between the amount of cash received and the adjusted basis of the Security First
Common Stock. Such gain or loss will be capital gain or loss if the shareholder
held his or her Security First Common Stock as a capital asset on the date of
the Merger.
I. The Merger qualifies as a reorganization under Section 24451 of the
California Revenue and Taxation Code.
The opinions expressed herein are effective as of the date hereof, and are
based upon and limited to the facts as set forth herein and in the Transaction
Documents and the representations in Exhibits A and B. The opinions expressed
herein are based upon the existing provisions of the Code and the California
Revenue and Taxation Code, as amended, currently applicable regulations
promulgated thereunder (including proposed regulations), current positions of
the Internal Revenue Service ("IRS") and the California Franchise Tax Board
("FTB") contained in published revenue rulings and revenue procedures and
administrative pronouncements, and existing judicial decisions, all of which are
subject to change with or without retroactive effect. No assurance can be
provided as to the effect of any such change upon our opinions, and we undertake
no obligation to update this letter.
The opinions set forth herein have no binding effect on the IRS, the FTB,
or the courts. No assurance can be given that the IRS or FTB would agree with
the opinions set forth herein, or that if contested, a court would agree with
these opinions. Rather, the opinions set forth herein represent our best legal
judgment as to the likely outcome of the issues addressed herein if such issues
were litigated and all appeals exhausted.
We have expressed our opinions only as to matters expressly set forth
herein, and no other opinions are being rendered as to any other matter.
Without limiting the foregoing, we express no opinion as to the state (other
than California), local, or foreign tax consequences of the proposed
transactions or any U.S. federal income tax matters not specifically mentioned.
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<PAGE>
This opinion is furnished to the Boards of Directors and shareholders of
TBOC and Security First and is not to be used for any other purpose or
distributed to any other persons without our prior written consent. However,
we hereby consent to the filing of this opinion with the applicable federal
and California regulatory agencies with whom such opinion is required to be
filed in connection with the Merger.
Very truly yours,
/s/
LILLICK & CHARLES LLP
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<PAGE>
EXHIBIT 8.3
December 1, 1999
Board of Directors
Cal West Bank
National Business Bank
Re: CERTAIN FEDERAL AND CALIFORNIA INCOME TAX CONSEQUENCES OF PROPOSED
MERGER
Ladies and Gentlemen:
You have requested our opinion as to certain United States federal and
California income tax consequences from the proposed merger described below.
I. FACTS
The following factual description is based on information which you have
provided to us. The legal conclusions set forth below are dependent on the
accuracy of these facts. Accordingly, you should review this factual
description carefully and inform us immediately of any inaccuracies. In
addition, you should assume that our advice may change if any of the proposed
transactions described below are modified.
CalWest Bank, a California corporation ("CalWest"), is engaged in a general
banking business. National Business Bank, a national banking association
("Business Bank"), also is engaged in a general banking business. California
Financial Bancorp is a California corporation organized in September 1997
("CFB"). Prior to the proposed merger (described below) of CFB into California
Community Bancshares, Inc., a recently formed Delaware corporation ("CCB"), CFB
owned approximately 65% of the common stock of Business Bank ("Business Bank
Common Stock"). CFB acquired the shares of Business Bank Common Stock directly
from Business Bank in an initial public offering in November 1998. CFB acquired
its interest in Business Bank as an independent investment, and not a part of an
overall plan to acquire 100% of the stock of Business Bank. Accordingly, CFB's
acquisition of the Business Bank shares was not made in connection with (and was
independent of) the proposed merger of Business Bank into CalWest discussed
below (the "Merger"). The balance of the Business Bank Common Stock is widely
held.
<PAGE>
Board of Directors
Cal West Bank
National Business Bank
December 1, 1999
In November 1998, CFB acquired 100% of the common stock of CalWest
("CalWest Common Stock"). Prior to the proposed merger of CFB into CCB, CFB
will own 100% of the CalWest Common Stock.
The only outstanding shares of stock of CalWest and Business Bank are the
shares of CalWest Common Stock and the shares of Business Bank Common Stock,
respectively.
Prior to the Merger, CFB will merge into CCB. As a result, prior to the
Merger, CCB will own 100% of the CalWest Common Stock and approximately 65% of
the Business Bank Common Stock.
The Boards of Directors of CalWest and Business Bank have determined it is
in the best interests of CalWest and Business Bank to be combined, with CalWest
as the surviving corporation. Accordingly, pursuant to a plan of reorganization
dated September 14, 1999 ("Plan of Reorganization"), Business Bank will be
merged into CalWest in the Merger pursuant to the laws of the State of
California. Upon completion of the Merger, each share of Business Bank Common
Stock, other than dissenters shares, will be converted into the right to receive
from CCB 1.5053 newly issued shares of CCB common stock ("CCB Common Stock").
Thus, the former shareholders of Business Bank will become shareholders of CCB.
No fractional shares will be issued. Instead, shareholders of Business Bank
will receive cash in lieu of fractional shares.
The Merger will have the advantage of the consolidation and centralization
of certain management functions and certain resulting economies of scale.
Further, it is believed that the Merger will result in a bank which will be a
stronger and more viable financial institution, which will be better able to
compete with larger banks in the relevant geographic areas.
II. REPRESENTATIONS AND ASSUMPTIONS
For the purpose of rendering this opinion, we have examined and relied upon
originals, certified copies, or copies otherwise identified to our satisfaction
as being true copies of the originals of the following documents, including all
exhibits and schedules attached thereto (collectively, the "Transaction
Documents"):
(A) Form S-4 dated September 21, 1999, as amended from time to time;
(B) the Plan of Reorganization;
(C) the representations letter from CCB, dated of even date herewith,
attached as Exhibit A;
(D) the representations letter from Business Bank, dated of even date
herewith, attached as Exhibit B; and
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<PAGE>
(E) Such other documents, instruments, and records pertaining to the
Merger as we have deemed necessary in rendering our opinion.
We have assumed, with your permission and without independent investigation
or review thereof, the accuracy and completeness of the facts and
representations and warranties contained in the Transaction Documents and the
facts set forth in this letter. In addition, we have assumed that those facts
will remain accurate to the date of the closing of the Merger and that the
transactions will occur in accordance with the Transaction Documents.
If you have any information which would indicate that any of the facts set
forth herein or in any of the Transaction Documents are incorrect, incomplete or
erroneous, please advise us, because an alteration of any of these may have the
effect of changing all or a part of the opinions expressed herein. In addition,
you should assume that our advice may change if any of these facts are modified.
III. OPINIONS
Based on the facts set forth herein and in the Transaction Documents, and
based on the representations and assumptions set forth herein and in Exhibits A
and B, and subject to the limitations, qualifications, assumptions, and caveats
set forth herein, we are of the opinion that for federal and California income
tax purposes:
A. The proposed Merger of Business Bank into CalWest will constitute a
reorganization within the meaning of Section 368(a)(1)(A) and Section
368(a)(2)(D).(1)
B. No gain or loss will be recognized by CalWest, Business Bank, or CCB
as a result of the Merger. Section 1032; Treas. Reg. Section 1.1032-2; Sections
361, 357.
C. The basis and the holding periods of the assets of Business Bank will
carry over to CalWest. Section 362(b); Section 1223(2).
D. No gain or loss will be recognized by the holders of Business Bank
Common Stock upon the exchange of such stock solely for CCB Common Stock.
Section 354(a)(1).
E. The tax basis of CCB Common Stock (including any fractional share
interests) received by the holders of Business Bank Common Stock will be the
same as the tax basis of the Business Bank Common Stock converted in the Merger.
Section 354(a)(1).
F. The holding period of CCB Common Stock in the hands of the
shareholders of Business Bank will include the period during which the Business
Bank Common Stock
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(1) All references to Section are to sections of the Internal Revenue Code of
1986, as amended to the date of this letter (the "Code").
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<PAGE>
converted in the Merger was held, provided the Business Bank Common Stock was
held as a capital asset on the date of the Merger. Section 1223(1).
G. The receipt of cash in lieu of fractional share interests of CCB
Common Stock by the Business Bank shareholders will result in gain or loss equal
to the difference between the amount of cash received and the tax basis
allocated to their fractional share interests. Whether the gain or loss will
constitute capital gain or loss for a particular shareholder will depend upon
whether that shareholder's Business Bank Common Stock was held as a capital
asset at the date of the Merger.
H. Where shareholders of Business Bank dissent to the proposed
transaction and receive solely cash for their Business Bank Common Stock, such
cash will be treated as a distribution in redemption of such shares under the
provisions and limitations of Section 302. Those shareholders who receive
solely cash, and who hold no shares of CCB Common Stock directly or through the
application of Section 318(a), will be treated as receiving a cash distribution
in full payment in exchange for their Business Bank Common Stock as provided in
Section 302(a). In that case, gain or loss will be measured by the difference
between the amount of cash received and the adjusted basis of the Business Bank
Common Stock. Such gain or loss will be capital gain or loss if the shareholder
held his or her Business Bank Common Stock as a capital asset on the date of the
Merger.
I. The Merger qualifies as a reorganization under Section 24451 of the
California Revenue and Taxation Code.
The opinions expressed herein are effective as of the date hereof, and are
based upon and limited to the facts as set forth herein and in the Transaction
Documents and the representations in Exhibits A and B. The opinions expressed
herein are based upon the existing provisions of the Code and the California
Revenue and Taxation Code, as amended, currently applicable regulations
promulgated thereunder (including proposed regulations), current positions of
the Internal Revenue Service ("IRS") and the California Franchise Tax Board
("FTB") contained in published revenue rulings and revenue procedures and
administrative pronouncements, and existing judicial decisions, all of which are
subject to change with or without retroactive effect. No assurance can be
provided as to the effect of any such change upon our opinions, and we undertake
no obligation to update this letter.
The opinions set forth herein have no binding effect on the IRS, the FTB,
or the courts. No assurance can be given that the IRS or FTB would agree with
the opinions set forth herein, or that if contested, a court would agree with
these opinions. Rather, the opinions set forth herein represent our best legal
judgment as to the likely outcome of the issues addressed herein if such issues
were litigated and all appeals exhausted.
We have expressed our opinions only as to matters expressly set forth
herein, and no other opinions are being rendered as to any other matter.
Without limiting the foregoing, we express no opinion as to the state (other
than California), local, or foreign tax consequences of the proposed
transactions or any U.S. federal income tax matters not specifically mentioned.
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<PAGE>
This opinion is furnished to the Boards of Directors and shareholders of
CalWest and Business Bank and is not to be used for any other purpose or
distributed to any other persons without our prior written consent. However,
we hereby consent to the filing of this opinion with the applicable federal
and California regulatory agencies with whom such opinion is required to be
filed in connection with the Merger.
Very truly yours,
/s/
LILLICK & CHARLES LLP
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