<PAGE> 1
As Filed With the Securities and Exchange Commission on July 7, 1995
Registration No. 33-________
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
ELDORADO BANCORP
(Exact name of registrant as specified in its charter)
California 95-3642383
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
17752 East 17th Street, Tustin, California 92680
(Address of Principal Executive Offices) (Zip Code)
-------------------------
1995 STOCK OPTION PLAN
(Full title of the plan)
-------------------------
J. B. Crowell, President and Chief Executive Officer
Eldorado Bancorp
17752 East 17th Street, Tustin, California 92680
(Name and address of agent for service)
(714) 798-1100
(Telephone number, including area code, of agent for service)
Copy to:
C. Craig Carlson, Esq.
Stradling, Yocca, Carlson & Rauth, a Professional Corporation
660 Newport Center Drive, Suite 1600, Newport Beach, California 92660
[cover page continued on next page]
<PAGE> 2
[cover page continued]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
Proposed Proposed
Title of Securities Amount To Be Maximum Maximum Amount of
To Be Registered Registered (1) Offering Aggregate Registration Fee
Price Per Share (2) Offering Price (2)
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
without par value 130,000 shares $12.00 $1,560,000 $537.93
- ------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Includes additional shares of Common Stock that may become issuable
pursuant to the anti-dilution adjustment provisions of the 1995 Stock
Option Plan (the "Plan").
(2) Estimated solely for the purpose of calculating the registration fee,
in accordance with Rule 457(h)(1), on the basis of the price of
securities of the same class as determined in accordance with Rule
457(c), using the average of the high and low prices of the Common
Stock of the registrant as reported in the consolidated reporting
system on the American Stock Exchange on June 30, 1995.
Exhibit Index is located on sequentially numbered page 8
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated herein by reference:
(a) The registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1994, containing its financial statements for its
fiscal year ended December 31, 1994.
(b) All other reports filed by the registrant pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), since the end of the fiscal year covered by the Annual Report
referred to in (a) above.
(c) The description of the registrant's Common Stock that is
contained in the registrant's registration statement on Form 8-A filed under
Section 12 of the Exchange Act, including any amendment or report filed for the
purpose of updating that description.
All documents subsequently filed by the registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all of such securities then remaining unsold,
shall be deemed to be incorporated herein by reference and to be a part hereof
from the date of filing of such documents, except as to any portion of any
future annual or quarterly report to shareholders or document that is not
deemed filed under such provisions. For the purposes of this registration
statement, any statement in a document incorporated by reference shall be
deemed to be modified or superseded to the extent that a statement contained in
this registration statement modifies or supersedes a statement in such
document. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this registration
statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
Section 317 of the California General Corporation Law makes
provision for the indemnification of officers and directors in terms
sufficiently broad to include indemnification under certain circumstances for
liabilities (including reimbursement for expenses incurred) arising under the
Securities Act of 1933, as amended (the "Act"). The registrant's Articles of
Incorporation authorize the registrant to provide indemnification of its
officers, directors and agents for breach of duty to the registrant and its
shareholders through bylaw provisions or indemnification agreements, or both, in
excess of the indemnification otherwise permitted by California law, subject to
certain limitations. The registrant has entered into indemnification agreements
with all of its directors, which obligate the registrant to indemnify such
individuals to the fullest extent permitted by applicable law. The registrant
also maintains director and officer liability insurance, which provides for
indemnification of the directors and officers
2
<PAGE> 4
of the registrant for certain liabilities and expenses incurred in connection
with their services as directors and officers.
In addition, as permitted by Section 204(a)(10) of the California
General Corporation Law, the registrant's Articles of Incorporation provide that
a director of the registrant shall not be liable to the registrant or its
shareholders for monetary damages to the fullest extent permissible under
California law. However, as provided by California law, such limitation of
liability will not act to limit the liability of a director for (i) acts or
omissions that involve intentional misconduct or a knowing and culpable
violation of law, (ii) acts or omissions that a director believes to be contrary
to the best interest of the registrant or its shareholders or that involve the
absence of good faith on the part of the director, (iii) any transaction from
which a director derived an improper personal benefit, (iv) acts or omissions
that show a reckless disregard for the director's duty to the registrant or its
shareholders in circumstances in which the director was aware or should have
been aware, in the ordinary course of performing a director's duties, of a risk
of serious injury to the registrant or its shareholders, (v) acts or omissions
that constitute an unexcused pattern of inattention that amount to an abdication
of the director's duty to the registrant or its shareholders, (vi) any improper
transactions between a director and the registrant in which the director has a
material financial interest or (vii) any unlawful distributions to the
shareholders of the registrant or any unlawful loan of money or property to, or
a guarantee of the obligation of, any director or officer of the registrant.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following exhibits are filed as part of this Registration
Statement:
<TABLE>
<CAPTION>
Number Description
- ------ -----------
<S> <C>
4.1 Eldorado Bancorp 1995 Stock Option Plan
5 Opinion of Stradling, Yocca, Carlson & Rauth, a Professional Corporation,
Counsel to the Registrant
23.1 Consent of Stradling, Yocca, Carlson & Rauth, a Professional Corporation
(included in the Opinion filed as Exhibit 5)
23.2 Consent of KPMG Peat Marwick LLP
25 Power of Attorney (included on signature page)
</TABLE>
3
<PAGE> 5
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file during any period in which it offers or sells
securities, a post-effective amendment to this registration statement to:
(iii) 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.
(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.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 Act and
will be governed by the final adjudication of such issue.
4
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Tustin, State of California, on the 30th day of June
1995.
ELDORADO BANCORP
By: /s/J.B. Crowell
-----------------------------------
J.B. Crowell
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned directors and officers of Eldorado Bancorp hereby
severally constitute and appoint J.B. Crowell and David R. Brown and each of
them individually, with full power of substitution, our true and lawful
attorneys and agents, to do any and all acts and things in our name and behalf
in our capacities as directors and officers and to execute any and all
instruments for us and in our names in the capacities indicated below, which
said attorneys and agents, or any of them, may deem necessary or advisable in
order to enable said corporation to comply with the Securities Act of 1933, as
amended, and all rules, regulations and requirements of the Securities and
Exchange Commission, in connection with this registration statement, including
specifically, but without limitation, power and authority to sign for us or any
of us in our names and in the capacities indicated below, any and all amendments
(including post-effective amendments) hereto; and we hereby ratify and confirm
all that said attorneys and agents, or any of them, do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/J.B. Crowell President, Chief Executive Officer June 30, 1995
- ------------------------------------- and Director (Principal Executive
J.B. Crowell Officer)
/s/David R. Brown Executive Vice President and June 30, 1995
- ------------------------------------- Chief Financial Officer (Principal
David R. Brown Financial and Accounting Officer)
</TABLE>
S-1
<PAGE> 7
<TABLE>
<S> <C> <C>
/s/Michael B. Burns Director June 30, 1995
- -------------------------------------
Michael B. Burns
/s/Raymond E. Dellerba Executive Vice President and June 30, 1995
- ------------------------------------- Director
Raymond E. Dellerba
/s/Lynne Pierson Doti Director June 30, 1995
- -------------------------------------
Lynne Pierson Doti
/s/Rolf J. Engen Director June 30, 1995
- -------------------------------------
Rolf J. Engen
/s/Warren Finley Director June 30, 1995
- -------------------------------------
Warren Finley
/s/Warren D. Fix Director June 30, 1995
- -------------------------------------
Warren D. Fix
/s/Andrew J. Sfingi Director June 30, 1995
- -------------------------------------
Andrew J. Sfingi
/s/Donald E. Sodaro Vice Chairman and Director June 30, 1995
- -------------------------------------
Donald E. Sodaro
/s/George H. Wells Chairman and Director June 30, 1995
- -------------------------------------
George H. Wells
</TABLE>
S-2
<PAGE> 8
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Sequential
Number Description Page Number
------ ----------- -----------
<S> <C>
4.1 Eldorado Bancorp 1995 Stock Option Plan
5 Opinion of Stradling, Yocca, Carlson & Rauth, a Professional
Corporation, Counsel to the Registrant
23.1 Consent of Stradling, Yocca, Carlson & Rauth, a Professional
Corporation (included in the Opinion filed as Exhibit 5)
23.2 Consent of KPMG Peat Marwick LLP
25 Power of Attorney (included on signature page)
</TABLE>
<PAGE> 1
EXHIBIT 4.1
ELDORADO BANCORP
1995 STOCK OPTION PLAN
1. Purposes of the Plan. The purposes of this 1995 Stock Option
Plan (the "Plan") are to attract and retain high quality personnel and to
provide incentives to such personnel and other selected persons to promote the
business and financial success of Eldorado Bancorp and its subsidiaries
(collectively the "Company").
2. Types of Stock Options and Grants. To accomplish these
purposes, the Company is authorized under this Plan to:
(i) grant incentive stock options ("Incentive
Options") within the meaning of Section 422 of the Internal Revenue
Code of 1986, as amended (the "Code"); and
(ii) grant stock options that do not qualify as
Incentive Options ("Nonqualified Options").
Unless the context clearly indicates otherwise, the term
"Option" shall mean an option to purchase Common Stock of the Company and shall
include both Incentive Options and Nonqualified Options.
3. Shares Subject to the Plan. The stock issuable under this
Plan shall be shares of the Company's authorized but unissued or reacquired
Common Stock ("Common Stock"). The total number of shares of Common Stock
which may be issued under this Plan shall not exceed, in the aggregate, 130,000
shares, subject to adjustment as provided in Section 8 below. If any Option
granted under this Plan can no longer be exercised for any reason, the shares
of Common Stock allocable to the unexercised portion of such Option may again
be subject to grant under the Plan.
4. Eligibility.
(a) Incentive Options. Officers and other key employees
of the Company or any parent or subsidiary corporation of the Company
(including directors if they are also employees of the Company, or a parent or
subsidiary corporation) are eligible for selection to receive Incentive Options
under the Plan.
<PAGE> 2
(b) Nonqualified Options. Officers, key employees and
members of the Board of Directors (whether or not employed by the Company) of
the Company or of any parent or subsidiary corporation of the Company, are
eligible to be selected to receive Nonqualified Options under the Plan.
5. Administration of the Plan.
(a) Committee. This Plan shall be administered by the
Board of Directors of the Company (the "Board") or by a committee consisting of
two (2) or more directors (the "Committee") appointed from time to time by the
Board. As hereinafter used in this Plan, the term "Committee" shall refer to
the Board if no Committee is then designated.
(b) Powers of the Committee. The Committee shall have
full authority, in its discretion: (i) to determine the persons to whom, and
the time or times at which, Incentive Options and Nonqualified Options shall be
granted, the number of shares to be included therein and the consideration to
be received by the Company upon the exercise thereof; (ii) to interpret the
Plan; (iii) to prescribe, amend and rescind rules and regulations relating to
the Plan; (iv) to determine the form, content, terms and conditions of Options
to be offered under the Plan; (v) to determine the identity or capacity of any
persons who may be entitled to exercise a participant's rights under the Plan;
(vi) to correct any defect or supply any omission or reconcile any
inconsistency in the Plan or in any grant thereunder; (vii) to accelerate the
exercise date of any Option; (viii) to modify or amend any Option agreement
(with the consent of the holder thereof); and (ix) to make all other
determinations necessary or advisable for the administration of the Plan, but
only to the extent not contrary to the express provisions of the Plan. Any
action, interpretation or determination by the Committee with respect to the
Plan shall be final and binding on all participants and prospective
participants.
6. Option Price.
(a) Price. The exercise price of Options shall not be
less than 100% of the fair market value of such shares on the date the Option
is granted. Notwithstanding the foregoing, the exercise price of an Incentive
Option granted under the Plan to any person who, at the time of grant, owns or
is deemed to own (by reason of the attribution rules applicable under Section
424(d) of the Code) stock possessing more than 10% of the total combined voting
power of all classes of stock of the Company or any parent or subsidiary
corporation of the Company (a "Ten Percent Shareholder"), shall not be less
than 110% of the fair market value of such shares on the date such Incentive
Option is granted. To the extent that an Incentive Option fails in whole or in
part to qualify as an Incentive Option because such limitations applicable to a
Ten Percent Shareholder are not met, such Incentive Option shall, to that
extent, constitute a Nonqualified Option. The exercise price shall be subject
to adjustment as provided in Section 8 below.
(b) Fair Market Value. The "fair market value" of a
share of Common Stock on a specified date shall be determined by the Committee.
If the shares of Common Stock are publicly traded, the "fair market value" as
of such date shall be the closing price of a share of Common Stock on the
principal exchange on which shares of the Company's Common Stock are listed on
such date, or if shares were not traded on such date, then on the next
preceding day
2
<PAGE> 3
during which a sale occurred; or, if the shares are not so listed but are traded
in the over-the-counter market, the closing sale price in the NASDAQ National
Market System or the average of the closing bid and asked prices on such date as
reported by NASDAQ or similar entity; or, if none of the above is applicable,
the value of a share as determined by the Committee in good faith for such date
using any reasonable method of evaluation, which determination shall be
conclusive and binding on all interested parties.
7. Terms and Conditions of Options. Each Option granted pursuant
to this Plan shall be evidenced by a written Option Agreement which shall
specify whether the Option is an Incentive Option or Nonqualified Option, the
number of shares included therein and the exercise price per share. Each
Option Agreement shall be in such form (which need not be the same for each
optionee) and contain such provisions as the Committee shall from time to time
approve, but shall comply with and be subject to the following terms and
conditions:
(a) Payment of Exercise Price. The form of consideration
payable upon exercise of an Option, including the method of payment, shall be
determined by the Committee in its sole discretion (and, in the case of an
Incentive Option, shall be determined at the time of grant) and may consist of:
(i) cash, (ii) check, (iii) other shares of Common Stock of the Company owned
by the optionee having a fair market value on the date of exercise equal to the
aggregate exercise price of the shares as to which such Option is exercised,
(iv) provided that a public market for the Company's Common Stock exists,
through a "same day sale" commitment from the optionee and a broker-dealer that
is a member of the National Association of Securities Dealers (an "NASD
Dealer") whereby the optionee irrevocably elects to exercise the Option and to
sell a portion of the shares so purchased to pay for the exercise price and
whereby the NASD Dealer forwards the exercise price directly to the Company,
(v) provided that a public market for the Company's Common Stock exists,
through a "margin" commitment from the optionee and an NASD Dealer whereby the
optionee irrevocably elects to exercise the Option and to pledge the shares so
purchased to the NASD Dealer in a margin account as security for a loan from
the NASD Dealer in the amount of the exercise price, and whereby the NASD
Dealer forwards the exercise price directly to the Company, or (vi) any
combination of the foregoing methods of payment and/or any other consideration
or method of payment as shall be permitted by applicable corporate law.
(b) Term of Option. Each Option granted under the Plan
shall expire within a period of not more than five (5) years from the date of
grant.
(c) Vesting of Options. Each Option shall vest (i.e.,
become exercisable) in one or more installments at such times and under such
conditions as shall be specified in the Option Agreement at the time of grant.
(d) Nontransferability of Options. No Option shall be
assignable or transferable except by will or the laws of descent and
distribution, and during the life of the optionee shall be exercisable only by
such optionee; provided, however, that a Nonqualified Option may be transferred
pursuant to a "qualified domestic relations order" (as defined in the Code).
(e) Limitation on Incentive Options. Notwithstanding any
other provisions of the Plan, the aggregate fair market value (determined in
accordance with the provisions of
3
<PAGE> 4
Section 6(b) above at the time the Option is granted) of the shares of Common
Stock with respect to which Incentive Options are exercisable for the first time
by an optionee during any calendar year (under this Plan and all other incentive
stock option plans of the Company and its parent and subsidiary corporations)
shall not exceed $100,000. To the extent that an Incentive Option fails in
whole or in part to qualify as an Incentive Option because such annual
limitations are exceeded, such Incentive Option shall, to that extent,
constitute a Nonqualified Option.
(f) Other Provisions. Any Option Agreement may contain
such other terms, provisions and conditions which are not inconsistent with the
provisions of this Plan, as the Committee in its discretion may determine.
8. Adjustments Upon Changes in Capital Structure, Merger, Etc.
(a) In the event that the number of outstanding shares of
Common Stock of the Company are increased, decreased, changed into or exchanged
for a different number or kind of shares or other securities of the Company by
reason of a stock split, reverse stock split, stock dividend, reclassification
or similar change in the capital structure of the Company, appropriate
adjustments shall be made by the Committee in the aggregate number and kind of
shares subject to this Plan, and the number and kind of shares and the price
per share subject to outstanding Options, to preserve, but not to increase, the
benefits to persons then holding Options.
(b) In the event that the Company at any time proposes to
merge into, consolidate with or enter into any other reorganization (including
the sale of substantially all of its assets) in which the Company is not the
surviving corporation, or, if the Company is to be the surviving corporation
but the shareholders immediately prior to such merger, consolidation or
reorganization will own less than a majority of the shares of the Company
immediately thereafter, the Plan and all unexercised Options shall terminate
upon the effective date of such transaction unless a successor corporation
assumes the outstanding Options, provides substantially similar consideration
to the Option holders as was provided to the shareholders of the Company (after
taking into account the existing provisions of the Option holders' Options, but
treating all outstanding Options as though they were then fully vested) or
substitutes substantially equivalent options covering shares of the successor
corporation. If provision is not made for the assumption of or substitution
for outstanding Options, or for the payment of substantially equivalent
consideration to the Option holders, then the Committee shall cause written
notice of the proposed transaction to be given to the persons holding Options
not less than 30 days prior to the anticipated effective date of the proposed
transaction, all Options shall be accelerated (subject to completion of the
proposed transaction) and, concurrent with the effective date of the proposed
transaction, such persons shall have the right to exercise their Options in
respect of any or all shares then subject thereto, without regard to any
vesting provisions.
9. Conditions to Issuance of Stock.
(a) The Company shall not be required to issue or deliver
any shares with respect to an Option unless the exercise of such Option and the
issuance and delivery of such shares pursuant thereto shall comply with all
relevant provisions of law, including, without limitation, state securities
laws, the Securities Act of 1933, as amended, the Securities Exchange Act of
1934, as amended, the rules and regulations promulgated thereunder, and the
requirements of any stock exchange upon which the Company's Common Stock may
then be listed.
4
<PAGE> 5
(b) As a condition to the exercise of an Option, the
Company may require the person exercising such Option to represent and warrant
at the time of any such exercise that the shares are being purchased for
investment only and without any present intention to sell or distribute such
shares if, in the opinion of counsel for the Company, such a representation is
required by any of the aforementioned relevant provisions of law.
10. Rights as Shareholder. A person to whom an Option has been
granted shall have no rights or privileges as a shareholder with respect to any
shares covered by such Option until certificates representing such shares have
been issued by the Company, notwithstanding the exercise of such Option. No
adjustment will be made for dividends or other rights for which the record date
is prior to the date the stock certificate is issued, except as provided in
Section 8 of this Plan.
11. Continuance of Employment. Nothing in this Plan or the
granting of any Option shall confer on any optionee any right to continue in
the employment of, or other relation with, the Company or any parent or
subsidiary corporation of the Company, or limit in any way the right of the
Company or any parent or subsidiary corporation of the Company to terminate the
optionee's employment or other relationship at any time, with or without cause.
12. Effective Date and Duration of Plan. This Plan shall become
effective upon the earlier of either its adoption by the Board of Directors or
its approval by the shareholders of the Company. However, unless the Plan is
approved by the shareholders of the Company within twelve (12) months before or
after the date of the Board's adoption of the Plan, the Plan and all Options
granted hereunder shall be cancelled. No Option may be exercised prior to and
unless such shareholder approval is obtained. Unless previously terminated by
the Board, the Plan shall terminate ten (10) years after it becomes effective,
and no Option may be granted under the Plan thereafter, but such termination
shall not affect any Option granted prior to such date.
13. Amendment and Termination of the Plan. The Board of Directors
may at any time amend, modify, suspend or terminate the Plan. No amendment,
modification or termination of the Plan shall affect or impair any rights or
obligations under any Option granted prior to the date of such amendment,
modification or termination without the consent of the holder of such Option.
14. Dates of Adoption.
Date adopted by the Board of Directors: January 18, 1995.
Date approved by the shareholders: April 26, 1995.
5
<PAGE> 1
EXHIBIT 5
[LETTERHEAD OF STRADLING, YOCCA, CARLSON & RAUTH]
July 3, 1995
Eldorado Bancorp
17752 East 17th Street
Tustin, California 92680
Re: Registration Statement on Form S-8 Covering the 1995 Stock Option Plan
Gentlemen:
We have acted as counsel for Eldorado Bancorp, a California corporation
(the "Company"), in connection with the preparation of a Registration Statement
on Form S-8 (the "Registration Statement") which the Company intends to file
with the Securities and Exchange Commission pursuant to the Securities Act of
1933, as amended (the "Act"). The Registration Statement relates to a total of
130,000 shares of the Company's Common Stock, without par value (the "Shares"),
which are issuable under the Company's 1995 Stock Option Plan (the "Plan").
We have reviewed the corporate action of the Company in connection with
this matter and have examined such documents, corporate records and other
instruments as we have deemed necessary for the purpose of this opinion.
Based upon the foregoing, it is our opinion that the Shares have been
duly authorized and, upon issuance and delivery and payment therefor in
accordance with the provisions of the Plan, will be duly and validly issued,
fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Securities
and Exchange Commission as an exhibit to the Registration Statement.
Sincerely,
STRADLING, YOCCA, CARLSON & RAUTH
/s/ Stradlng, Yocca, Carlson & Rauth
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Eldorado Bancorp:
We consent to incorporation by reference in the 1995 Stock Option Plan
Registration Statement on Form S-8 of Eldorado Bancorp of our report dated
January 25, 1995, relating to the consolidated balance sheets of Eldorado
Bancorp and subsidiary (the "Company") as of December 31, 1994 and 1993, and
the related consolidated statements of operations, shareholders' equity and
cash flows for each of the years in the three-year period ended December 31,
1994, which report is incorporated by reference in the December 31, 1994,
annual report on Form 10-K of Eldorado Bancorp.
Our report on the consolidated financial statements of the Company, dated
January 25, 1995, contains an explanatory paragraph that states that the
Company changed its method of accounting for investments in debt and equity
securities to adopt the provisions of the Financial Accounting Standards
Board's Statement of Financial Accounting Standards No. 115, "Accounting for
Certain Investments in Debt and Equity Securities," in 1994.
KPMG Peat Marwick LLP
Orange County, California
June 29, 1995
