<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
ELDORADO BANCSHARES, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
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(Title of Class of Securities)
28467W106
--------------------------------------------
(CUSIP Number)
PAUL R. WOOD
MADISON DEARBORN PARTNERS, INC.
THREE FIRST NATIONAL PLAZA
CHICAGO, IL 60602
(312) 895-1000
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
APRIL 12, 1999
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(b)(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. / /
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D
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CUSIP NO. 28467W106 Page 2 of 11
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
MADISON DEARBORN CAPITAL PARTNERS II, L.P.
36-3863140
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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NUMBER OF 7 SOLE VOTING POWER
SHARES 0
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 1,416,429 (SEE ITEM 5)
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REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
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10 SHARED DISPOSITIVE POWER
1,416,429 (SEE ITEM 5)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,416,429 (SEE ITEM 5)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10%
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14 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
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CUSIP NO. 28467W106 Page 3 of 11
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
MADISON DEARBORN PARTNERS II, L.P.
36-4097124
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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NUMBER OF 7 SOLE VOTING POWER
SHARES 0
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 1,416,429 (SEE ITEM 5)
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REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
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10 SHARED DISPOSITIVE POWER
1,416,429 (SEE ITEM 5)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,416,429 (SEE ITEM 5)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.0%
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14 TYPE OF REPORTING PERSON*
PN
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<PAGE>
SCHEDULE 13D
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CUSIP NO. 28467W106 Page 4 of 11
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
MADISON DEARBORN PARTNERS, INC.
36-3856522
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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NUMBER OF 7 SOLE VOTING POWER
SHARES 0
----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 1,416,429 (SEE ITEM 5)
----------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,416,429 (SEE ITEM 5)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,416,429 (SEE ITEM 5)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.0%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
ITEM 1. SECURITY AND ISSUER.
ISSUER: Eldorado Bancshares, Inc. (the "Issuer") 24012 Calle de la
Plata, Suite 340, Laguna Hills, CA 92653
SECURITY: Common Stock, par value $.01 per share ("Common Stock")
ITEM 2. IDENTITY AND BACKGROUND.
(a) NAME:
This Statement is being jointly filed by each of the following persons:
(i) Madison Dearborn Capital Partners II, L.P., a Delaware limited
partnership ("MDCP"), by virtue of its direct beneficial ownership of
the Common Stock covered by this Statement (the "Shares");
(ii) Madison Dearborn Partners II, L.P., a Delaware limited
partnership ("MDP"), by virtue of its indirect beneficial ownership of
the Shares by being the general partner of MDCP;
(iii) Madison Dearborn Partners, Inc., a Delaware corporation ("MDP,
Inc."), by virtue of its indirect beneficial ownership of the Shares by
being the general partner of MDP.
Dispositive and voting power of the Shares owned by MDCP is shared by MDP, MDP,
Inc. and an advisory committee of limited partners of MDP (the "LP Committee").
Attached as Schedule A to this Schedule 13D is information concerning the
Reporting Persons, the LP Committee and other persons and entities as to which
such information is required to be disclosed in response to Items 2-6 and
General Instructions C of Schedule 13D.
(b) BUSINESS ADDRESS:
The address of the principal business and principal office of each of
MDCP, MDP and MDP, Inc. is Three First National Plaza, Suite 3800, Chicago, IL
60602.
(c) PRESENT PRINCIPAL OCCUPATION:
MDCP, MDP and MDP, Inc. are engaged in the private equity investment
business.
(d) CRIMINAL PROCEEDINGS IN LAST FIVE YEARS:
During the last five years, neither any Reporting Person nor, to the
best knowledge of each Reporting Person, any persons identified and listed in
Schedule A attached hereto has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors, if any).
(e) CIVIL SECURITIES PROCEEDINGS IN LAST FIVE YEARS:
During the last five years, neither any Reporting Person nor, to the
best knowledge of each Reporting Person, any persons identified and listed in
Schedule A attached hereto has been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and, as a result of such
proceeding was or is subject to a judgment, decree, or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violations with respect to such laws.
(f) CITIZENSHIP
Not applicable.
Page 5
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The acquisition of 1,206,429 shares of the Common Stock on April 12,
1999 is the result of the conversion of 1,206,429 shares of Special Common
Stock, a portion of which consisted of Voting Special Common Stock and a portion
of which consisted of Non-Voting Special Common Stock, held of record by MDCP
into 1,206,429 shares of Common Stock. MDCP purchased the 1,206,429 shares of
the Special Common Stock at a gross purchase price of $9.62 per share, net of a
1% commitment fee, with working capital.
The acquisition of 99,000 shares of Common Stock is the result of a
purchase of Common Stock from the Issuer in connection with the public offering
of 2,259,900 shares of Common Stock on April 12, 1999 by the Issuer and certain
shareholders pursuant to the Registration Statement on Form S-1 (file no.
333-61589) (the "Offering"). MDCP paid $9.30 per share, resulting in an
aggregate purchase price of $920,700. MDCP purchased the 99,000 shares of Common
Stock with working capital.
ITEM 4. PURPOSE OF TRANSACTION.
The Special Common Stock, under the Issuer's Certificate of
Incorporation as in effect immediately prior to the closing of the Offering, was
entitled to a liquidation preference of $9.62 per share over the Common Stock.
In connection with the Offering, MDCP and the other holders of the Special
Common Stock, Olympus Growth Fund II, L.P. and Olympus Executive Fund, L.P.,
agreed with the Issuer to convert all of their Special Common Stock into Common
Stock prior to the completion of the Offering. Upon completion of the Offering,
the Issuer amended and restated its Certificate of Incorporation to provide for
the elimination of the Special Common Stock from the Issuer's capitalization
structure.
MDCP purchased 99,000 shares of Common Stock in the Offering for
investment purposes.
The Reporting Persons intend to reexamine their investment in the
Issuer from time to time and, depending on market considerations and other
factors, may purchase or sell shares of Common Stock if appropriate
opportunities to do so are available, on such terms and at such time as the
Reporting Persons consider advisable.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
<TABLE>
<CAPTION>
PERSONS LISTED
MDCP MDP, L.P. MDP, INC. ON SCHEDULE A
---------- ----------- ----------- ---------------
<S> <C> <C> <C> <C>
(a.i) Amount
Beneficially owned 1,416,429* 1,416,429* 1,416,429* 1,416,429*
(a.ii) Percent of class 10% 10% 10% 10%
(b) Number of shares
as to which such person
has:
(i) sole power to
vote None None None None
(ii) sole power to
dispose None None None None
</TABLE>
Page 6
<PAGE>
<TABLE>
<CAPTION>
PERSONS LISTED
MDCP MDP, L.P. MDP, INC. ON SCHEDULE A
---------- ----------- ----------- --------------
<S> <C> <C> <C> <C>
(iii) shared
power to vote 1,416,429* 1,416,429* 1,416,429* 1,416,429*
(iv) shared power
to dispose 1,416,429* 1,416,429* 1,416,429* 1,416,429*
</TABLE>
* Includes (i) 1,378,429 shares of Common Stock and (ii) 38,000 shares
of Common Stock issuable upon the exercise of a warrant (assuming the
fair market value of the Common Stock on the date of exercise equals
$10.00 per share). The maximum number of shares for which the foregoing
warrant could be exercised, if the market value of the Common Stock
increased to (or above) $24.00 per share, is 599,167. Shares of Common
Stock are convertible into shares of non-voting Common Stock at the
election of the holder for the purpose of ensuring that the holder will
beneficially own no more than 9.9% of the total shares of Common Stock
outstanding. Similarly, the shares of Common Stock issuable upon
exercise of the warrant may only be exercisable into shares of Common
Stock if the percentage ownership of MDCP of all outstanding voting
securities of the Company would not exceed 9.9%. Otherwise, such
warrant is exercisable for shares of non-voting Common Stock.
(c) TRANSACTIONS IN CLASS OF SECURITIES BY REPORTING PERSONS.
See Item 3 above.
(d) No persons other than the Reporting Persons and those persons
listed on Schedule A have the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, the
Common Stock.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
MDCP has one general partner, MDP. MDP has one general partner, MDP,
Inc. The persons listed on Schedule A are the general partners, executive
officers and director of the Reporting Persons.
MDCP is a party to an Amended and Restated Shareholder Agreement,
dated April 6, 1999 (the "Shareholder Agreement") among itself, the Issuer,
Olympus Growth Fund II, L.P., Olympus Executive Fund, L.P. (collectively with
Olympus Growth Fund II, L.P. "Olympus"), Dartmouth Capital Group, L.P.
("DCG") and certain shareholders of DCG's General Partner who also are
shareholders of the Issuer. The Shareholder Agreement has been entered into
primarily for regulatory purposes relating to restrictions imposed by the
Board of Governors of the Federal Reserve System concerning the ownership of
equity securities in bank holding companies (such as the Issuer) by persons
or entities not registered as bank holding companies under the Bank Holding
Company Act of 1954, as amended. The material provisions that are in effect
provide as follows: (i) unless and until both MDP and Olympus hold 9.9% or
less of the Common Stock (treating any Common Stock equivalents that they
hold as fully exercised), DCG may not transfer any Common Stock or distribute
any Common Stock to DCG's partners if, as a result of that transfer or
distribution, DCG would hold fewer shares of Common Stock than either MDCP or
Olympus; (ii) neither MDCP or Olympus will transfer any of its Common Stock
(or warrants exercisable for Common Stock) without the prior approval of the
Federal Reserve unless certain exceptions apply (which generally are intended
to ensure that the transferee is not acquiring a substantial ownership
interest in the Company without the approval of the Federal Reserve); and
(iii) DCG will not sell any of its shares of Common Stock during a limited
period before or after certain registered offerings of the shares of Common
Stock held by MDCP or Olympus.
Page 7
<PAGE>
Pursuant to the Amended and Restated Securities Purchase Agreement by
and among Commerce Security Bancorp, Inc. and its subsidiaries and MDCP and
Olympus dated June 5, 1997, which provided for the original investment of MDCP
and Olympus in the Issuer in connection with the Issuer's June 1997 acquisition
of Eldorado Bancorp, the Issuer generally is obligated to nominate a designee of
MDCP for election to the Issuer's Board of Directors. A nominee of MDCP (Paul R.
Wood) has been nominated and elected, and currently serves on the Issuer's Board
of Directors. The Issuer's obligation to nominate designees of MDCP will
terminate generally at such time as MDCP owns more than 10% of the Common Stock
or less then 260,000 shares of the Common Stock.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Joint Filing Agreement.
2. Amended and Restated Shareholder Agreement dated April 6, 1999
(incorporated by reference to the Issuer's Form 8-K filed on
April 21, 1999).
3. Amended and Restated Securities Purchase Agreement by and
among Commerce Securities Bancorp, Inc. and its subsidiaries
and Madison Dearborn Capital Partners II, L.P., Olympus Growth
Fund II, L.P. and Olympus Executive Fund, L.P. dated June 5,
1997 (incorporated by reference to the Issuer's Form 8-K/A filed
on July 11, 1997).
Page 8
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Madison Dearborn Capital Partners II, L.P.
By: Madison Dearborn Partners II, L.P.
Date: April 16, 1999
By: Madison Dearborn Partners, Inc.
By: /s/ Paul R. Wood
--------------------------------------
Paul R. Wood, Vice President
Madison Dearborn Partners II, L.P.
By: Madison Dearborn Partners, Inc.
By: /s/ Paul R. Wood
--------------------------------------
Paul R. Wood, Vice President
Madison Dearborn Partners, Inc.
By: /s/ Paul R. Wood
--------------------------------------
Paul R. Wood, Vice President
Page 9
<PAGE>
SCHEDULE A
Director of Madison Dearborn Partners, Inc.
<TABLE>
<CAPTION>
Address of Principal
Name Business Office Citizenship
---- --------------- -----------
<S> <C> <C>
John A. Canning, Jr. Three First National Plaza United States
Suite 3800
Chicago, IL 60602
</TABLE>
Executive Officers of Madison Dearborn Partners, Inc.*
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<TABLE>
<CAPTION>
Address of Principal
Name And Title Business Office Citizenship
-------------- --------------- -----------
<S> <C> <C>
John A. Canning, Jr. Three First National Plaza United States
President Suite 3800
Chicago, IL 60602
Paul J. Finnegan Three First National Plaza United States
Managing Director Suite 3800
Chicago, IL 60602
William J. Hunckler, III Three First National Plaza United States
Managing Director Suite 3800
Chicago, IL 60602
Samuel M. Mencoff Three First National Plaza United States
Managing Director Suite 3800
Chicago, IL 60602
Paul R. Wood Three First National Plaza United States
Managing Director Suite 3800
Chicago, IL 60602
Justin S. Huscher Three First National Plaza United States
Managing Director Suite 3800
Chicago, IL 60602
Benjamin D. Chereskin Three First National Plaza United States
Managing Director Suite 3800
Chicago, IL 60602
Thomas R. Reusche Three First National Plaza United States
Managing Director Suite 3800
Chicago, IL 60602
James N. Perry, Jr. Three First National Plaza United States
Managing Director Suite 3800
Chicago, IL 60602
</TABLE>
Page 10
<PAGE>
<TABLE>
<CAPTION>
Address of Principal
Name And Title Business Office Citizenship
-------------- --------------- -----------
<S> <C> <C>
Nicholas W. Alexos Three First National Plaza United States
Managing Director Suite 3800
Chicago, IL 60602
Timothy P. Sullivan Three First National Plaza United States
Managing Director Suite 3800
Chicago, IL 60602
Gary J. Little Three First National Plaza United States
Managing Director Suite 3800
Chicago, IL 60602
David F. Mosher Three First National Plaza United States
Managing Director Suite 3800
Chicago, IL 60602
Robin P. Selati Three First National Plaza United States
Managing Director Suite 3800
Chicago, IL 60602
</TABLE>
*All executive officers of Madison Dearborn Partners, Inc. are members of the
Advisory Committee of Limited Partners of Madison Dearborn Partners II, L.P.
Page 11
<PAGE>
EXHIBIT 1
Joint Filing Agreement
The undersigned parties hereby agree that the Schedule 13D filed
herewith (and any amendments thereto) relating to the Common Stock of Eldorado
Bancshares, Inc. is being filed jointly with the Securities and Exchange
Commission pursuant to Section 13(d) of the Securities Exchange Act of 1934, as
amended.
Madison Dearborn Capital Partners II, L.P.
By: Madison Dearborn Partners II, L.P.
Date: April 16, 1999
By: Madison Dearborn Partners, Inc.
By: /s/ Paul R. Wood
--------------------------------------
Paul R. Wood, Vice President
Madison Dearborn Partners II, L.P.
By: Madison Dearborn Partners, Inc.
By: /s/ Paul R. Wood
--------------------------------------
Paul R. Wood, Vice President
Madison Dearborn Partners, Inc.
By: /s/ Paul R. Wood
--------------------------------------
Paul R. Wood, Vice President
1
