SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the fiscal year ended December 31, 1996, Commission file number 0-10658
BWC FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
California 94-2621001
(State of other jurisdiction of (I.R.S. Employee
incorporation or organization) Identification No.)
1400 Civic Drive, Walnut Creek, California 94596
(Address of principal executive office)
Registrant's telephone number, including area code: (510) 932-5353
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, no par value
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (229.405 of this chapter) is not contained herein, and will
not be contained, to the best of registrant's knowledge, in definitive proxy
or information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. [ ]
State the aggregate market value of the voting stock held by non-affiliates of
the registrant, as of March 1, 1997: $18,475,000.
Indicate the number of shares outstanding of each of the registrant's classes
of common stock, as of March 1, 1997.
Title of Class: Common Stock, no par value Shares Outstanding: 1,016,598
Documents Incorporated by Reference* Incorporated Into:
1996 Annual Report to Shareholders Part II and IV
Definitive Proxy Statement for the 1997 Part III
Annual Meeting of Shareholders to be
filed by March 24, 1997.
* Only selected portions of the document specified are incorporated by
reference into this report, as more particularly described herein.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
BWC FINANCIAL CORP.
By
Leland E. Wines
Executive Vice President and Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the date indicated.
Signature Title Date
March 3, 1997
Chairman of the Board ________________
James L. Ryan and Director
March 3, 1997
Executive Vice President and ________________
Leland E. Wines Chief Financial Officer
March 3, 1997
Director ________________
Tom Mantor
March 3, 1997
Director ________________
Richard G. Hill
March 3, 1997
Director ________________
Reynold C. Johnson III
March 3, 1997
Director ________________
Craig Lazzareschi
March 3, 1997
Director ________________
John F. Nohr
March 3, 1997
Director ________________
John L. Winther
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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Shareholders and Board of Directors of BWC Financial Corp.:
We have audited the accompanying consolidated balance sheets of BWC Financial
Corp. (a California corporation) and Subsidiaries (the Corporation) as of
December 31, 1996 and 1995, and the related consolidated statements of
income, changes in shareholders' equity and cash flows for each of the three
years in the period ended December 31, 1996. These consolidated financial
statements are the responsibility of the Corporation's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of BWC
Financial Corp. and Subsidiaries as of December 31, 1996 and 1995, and the
results of their operations and their cash flows for each of the three years
in the period ended December 31, 1996 in conformity with generally accepted
accounting principles.
Arthur Andersen LLP
San Francisco, California,
March 1, 1997
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CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accounts, we hereby consent to the incorporation by
reference in this Form 10-K and the previously filed registration statement of
BWC Financial Corp. on Form S-8 (File No. 33-22290) of our report dated March
3, 1997, in BWC Financial Corp.'s 1996 Annual Report. It should be noted that
we have not audited any financial statements of BWC Financial Corp. subsequent
to December 31, 1996, or performed any audit procedures subsequent to the date
of our report.
Arthur Andersen LLP
San Francisco, California,
March 3, 1997
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