FORM 10-Q
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1998
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to _____
For Quarter Ended March 31, 1998 Commission File Number: 1-10394
CVB FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
California 95-3629339
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
701 North Haven Ave, Suite 350, Ontario, California 91764
(Address of Principal Executive Offices) (Zip Code)
(Registrant's telephone number, including area code) (909) 980-4030
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
Number of shares of common stock of the registrant: 15,036,005 outstanding as of
April 30, 1998.
This Form 10-Q contains 36 pages. Exhibit index on page 23.
<PAGE>
PART I - FINANCIAL INFORMATION
CVB FINANCIAL CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
dollar amounts in thousands
<TABLE>
<CAPTION>
March 31, December 31,
1998 1997
(unaudited)
<S> <C> <C>
ASSETS
Investment securities held-to-maturity
(market values of $59,215 and $59,658) $ 57,723 $ 58,044
Investment securities available-for-sale 507,552 434,106
Federal funds sold 4,000 0
Loans and lease finance receivables, net 606,210 605,484
------------ ------------
Total earning assets 1,175,485 1,097,634
Cash and due from banks 91,167 107,725
Premises and equipment, net 21,942 23,415
Other real estate owned, net 4,895 4,395
Goodwill and intangibles 10,523 10,818
Other assets 13,822 14,782
------------ ------------
TOTAL $ 1,317,834 $ 1,258,769
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Deposits:
Noninterest-bearing $ 441,954 $ 469,841
Interest-bearing 645,611 605,854
------------ ------------
1,087,565 1,075,695
Demand note issued to U.S. Treasury 7,674 7,922
Federal Funds Purchased 0 4,000
Repurchase Agreement 85,000 45,000
Securities purchased not settled 17,235 10,300
Long-term capitalized lease 422 429
Other liabilities 14,850 13,339
------------ ------------
1,212,746 1,156,685
Stockholders' Equity:
Preferred stock (authorized, 20,000,000 shares
without par; none issued or outstanding) 0 0
Common stock (authorized, 50,000,000 shares
without par; issued and outstanding
15,016,958 and 14,974,732) 62,318 62,255
Retained earnings 42,310 39,057
Accumulated other comprehensive income 460 772
------------ -----------
105,088 102,084
------------ -----------
TOTAL $ 1,317,834 $ 1,258,769
============ ===========
</TABLE>
See accompanying notes to the consolidated financial statements.
2
<PAGE>
CVB FINANCIAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(unaudited)
dollar amounts in thousands, except per share
<TABLE>
<CAPTION>
For the Three Months
Ended March 31,
1998 1997
<S> <C> <C>
Interest income:
Loans, including fees $ 15,073 $ 14,000
Investment securities:
Taxable 6,787 5,030
Tax-advantaged 906 555
--------- ----------
7,693 5,585
Federal funds sold and interest bearing
deposits with other financial institutions 82 72
--------- ----------
22,848 19,657
Interest expense:
Deposits 5,790 4,867
Other borrowings 1,226 713
--------- ----------
7,016 5,580
--------- ----------
Net interest income 15,832 14,077
Provision for credit losses 850 780
--------- ----------
Net interest income after
provision for credit losses 14,982 13,297
Other operating income:
Service charges on deposit accounts 1,742 1,777
Gains on sale of other real estate owned 15 1
Trust services 886 755
Gain on sale of premises and equipment 513 16
Other 840 730
--------- ----------
3,996 3,279
Other operating expenses:
Salaries and employee benefits 5,639 5,499
Deposit insurance premiums 30 27
Occupancy 1,083 801
Equipment 894 828
Provision for losses on other real estate owned 500 315
Other 3,215 3,499
--------- ----------
11,361 10,969
--------- ----------
Earnings before income taxes 7,617 5,607
Provision for income taxes 2,852 2,257
--------- ----------
Net earnings $ 4,765 $ 3,350
========= ==========
Basic earnings per common share $ 0.32 $ 0.22
========= ==========
Diluted earnings per common share $ 0.30 $ 0.21
========= ==========
Cash dividends per common share $ 0.10 $ 0.07
========= ==========
</TABLE>
See accompanying notes to the consolidated financial statements.
3
<PAGE>
CVB FINANCIAL CORP. AND SUBSIDIARIES
STATEMENT OF CHANGES IN EQUITY
(unaudited)
dollar amounts in thousands
<TABLE>
<CAPTION>
Accumulated
Other
Comprehensive Retained Comprehensive Common
Total Income Earnings Income Stock
-------- ------------- -------- -------------- -------
<S> <C> <C> <C> <C> <C>
Beginning balance, January 1, 1997 $ 89,087 $ 27,341 ($196) $61,942
Comprehensive income
Net Income 17,370 $ 17,370 17,370
Other comprehensive income, net of tax
Unrealized (losses) on securities, net of
reclassification adjustment (see disclosure) 968 968 968
---------
Comprehensive income $ 18,338
=========
Common Stock issued 904 904
Repurchase of Common Stock (1,935) (1,344) (591)
Tax benefit from exercise of stock options 193 193
Dividends declared on common stock (4,503) (4,503)
-------- --------- ------------ --------
Ending balance, December 31, 1997 $102,084 $39,057 $772 $62,255
-------- --------- ------------ --------
Comprehensive income
Net Income 4,765 $4,765 4,765
Other comprehensive income, net of tax
Unrealized (losses) on securities, net of
reclassification adjustment (see disclosure) (312) (312) (312)
---------
Comprehensive income $4,453
=========
Common Stock issued 63 63
Dividends declared on common stock (1,512) (1,512)
--------- --------- ------------ --------
Ending balance, March 31, 1998 $105,088 $42,310 $460 $62,318
========= ========= ============ ========
Disclosure of reclassification amount
Unrealized holding gains arising during period,
net of tax effects of $711 $ 977
Less:
Reclassification adjustment for gains included in net income,
net of tax effects of $7 (9)
---------
Net unrealized gain on securities, December 31, 1997 $ 968
=========
Unrealized holding losses arising during period,
net of tax effects of $229 $ (302)
Less:
Reclassification adjustment for gains included in net income,
net of tax effects of $7 (10)
---------
Net unrealized losses on securities, March 31, 1998 $ (312)
=========
</TABLE>
4
<PAGE>
CVB FINANCIAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
dollar amounts in thousands
<TABLE>
<CAPTION>
For the Three Months
Ended March 31,
1998 1997
------------- -------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Interest received $ 23,288 $ 19,355
Service charges and other fees received 3,978 4,404
Interest paid (6,516) (5,539)
Cash paid to suppliers and employees (11,667) (10,622)
Income taxes paid 0 0
------------- -------------
Net cash provided by operating activities 9,083 7,598
------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sales of securities available for sale 18,286 4,496
Proceeds from maturities of securities available for sale 24,058 19,334
Proceeds from maturities of securities held to maturity 354 342
Purchases of securities available for sale (109,944) (38,669)
Purchases of securities held to maturity (114) (4,455)
Net (increase) decrease in loans (2,606) 3,159
Proceeds from sale of premises and equipment 2,058 14
Purchase of premises and equipment (851) (404)
Other investing activities 946 433
------------- -------------
Net cash used in investing activities (67,813) (15,750)
------------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase (decrease) in transaction deposits 4,151 (41,516)
Net increase in time deposits 7,718 3,955
Net increase (decrease) in short-term borrowings 35,752 (1,693)
Cash dividends on common stock (1,512) (1,015)
Proceeds from exercise of stock options 63 283
------------- -------------
Net cash provided by (used in) financing activities 46,172 (39,986)
------------- -------------
NET DECREASE IN CASH AND CASH EQUIVALENTS (12,558) (48,138)
CASH AND CASH EQUIVALENTS, beginning of period 107,725 142,502
------------- -------------
CASH AND CASH EQUIVALENTS, March 31, $ 95,167 $ 94,364
============= =============
See accompanying notes to the consolidated financial statements.
</TABLE>
5
<PAGE>
CVB FINANCIAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
dollar amounts in thousands
<TABLE>
<CAPTION>
For the Three Months
Ended March 31,
1998 1997
----------- -----------
<S> <C> <C>
RECONCILIATION OF NET EARNINGS TO NET CASH PROVIDED BY
OPERATING ACTIVITIES:
Net earnings $ 4,765 $ 3,350
Adjustments to reconcile net earnings to net cash
provided by operating activities:
Amortization of premiums (accretion of discount) on investment securities 646 (50)
Provisions for loan and OREO losses 1,350 1,095
Depreciation and amortization 780 760
Change in accrued interest receivable (206) 351
Change in accrued interest payable 500 41
Change in other assets and liabilities 1,248 2,051
----------- -----------
Total adjustments 4,318 4,248
----------- -----------
NET CASH PROVIDED BY OPERATING ACTIVITIES $ 9,083 $ 7,598
=========== ===========
Supplemental Schedule of Noncash Investing and Financing Activities
Securities purchased and not settled $ 17,235 $ 9,837
</TABLE>
6
<PAGE>
CVB FINANCIAL CORP. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended March 31, 1998, and 1997
1. Summary of Significant Accounting Policies. See Note 1 of the Notes to
Consolidated Financial Statements in CVB Financial Corp.'s 1997 Annual
Report.
Goodwill resulting from purchase accounting treatment of acquired banks is
amortized on a straight line basis over 15 years.
The Bank accounts for impaired loans in accordance with Financial
Accounting Standards ("SFAS") No. 114, "Accounting by Creditors for
Impairment of a Loan," as amended by SFAS No. 118, "Accounting by Creditors
for Impairment of a Loan -- Income Recognition and Disclosures." Impaired
loans totaled $7.4 million at March 31, 1998. Of this total, $4.5 million,
or 61.46%, represented loans that were supported by collateral with a fair
market value, net of prior liens, of $7.8 million. At March 31, 1998, $2.9
million, or 38.54%, of total impaired loans represented loans for which
repayment was projected to come from cash flows.
2. Certain reclassifications have been made in the 1997 financial information
to conform to the presentation used in 1998.
3. In the ordinary course of business, the Company enters into commitments to
extend credit to its customers. These commitments are not reflected in the
accompanying consolidated financial statements. As of March 31, 1998, the
Company had entered into commitments with certain customers amounting to
$161.1 million compared to $153.7 million at December 31, 1997. Letters of
credit at March 31, 1998, and December 31, 1997, were $8.2 million and $7.9
million, respectively.
4. The interim consolidated financial statements are unaudited and reflect all
adjustments and reclassifications which, in the opinion of management, are
necessary for a fair statement of the results of operations and financial
condition for the interim period. All adjustments and reclassifications are
of a normal and recurring nature. Results for the period ending March 31,
1998, are not necessarily indicative of results which may be expected for
any other interim period or for the year as a whole.
5. The actual number of shares outstanding at March 31, 1998, was 15,016,958.
Basic earnings per share are calculated on the basis of the weighted
average number of shares outstanding during the period. Diluted earnings
per share are calculated on the basis of the weighted average number of
shares outstanding during the period plus shares issuable upon the assumed
exercise of outstanding common stock options. The number of shares used in
the calculation of basic earnings per share was 15,032,844 for the three
month period ended March 31, 1998 and 15,019,479 for the three month period
ended March 31, 1997. The number of shares used in the calculation of
diluted earnings per share was 15,699,837 for the three month period ended
March 31, 1998, and 15,584,777 for the three month period ended March 31,
1997. All 1997 per share information in the financial statements and in
Management's Discussion and Analysis has been restated to give retroactive
effect to the 3-for-2 stock split declared on December 17, 1997.
6. Supplemental cash flow information. During the three-month period ended
March 31, 1998, loans amounting to $1.0 million were transferred to Other
Real Estate Owned ("OREO") as a result of foreclosure on the real
properties held as collateral.
7
<PAGE>
CVB FINANCIAL CORP. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
Management's discussion and analysis is written to provide greater insight
into the results of operations and the financial condition of CVB Financial
Corp. and its subsidiaries. For a more complete understanding of CVB Financial
Corp. and its operations, reference should be made to the financial statements
included in this report and in the Company's 1997 Annual Report on Form 10-K.
Certain statements in the Report on Form 10-Q constitute "forward-looking
statements" under the Private Securities Litigation reform Act of 1995 which
involve risk and uncertainties. The Company's actual results may differ
significantly from the results discussed in such forward-looking statements.
Factors that might cause such a difference include but are not limited to
economic conditions, competition in the geographic and business areas in which
the Company conducts operations, fluctuations in interest rates, credit quality
and government regulations. For additional information concerning these factors,
see "Item 1. Business - Factors that May Affect Results" contained in the
Company's Annual Report on Form 10-K for the year ended December 31, 1997.
Throughout this discussion, "Company" refers to CVB Financial Corp. and its
subsidiaries as a consolidated entity. "CVB" refers to CVB Financial Corp. as
the unconsolidated parent company, and "Bank" refers to Citizens Business Bank.
RESULTS OF OPERATIONS
The Company reported net earnings of $4.8 million for the first quarter of
1998. This represented an increase of $1.4 million, or 42.26%, over net earnings
of $3.4 million for the first quarter of 1997. Basic earnings per share
increased to $0.32 per share for the most recent quarter, compared to basic
earnings per share of $0.22 for the same period last year. Diluted earnings per
share were $0.30 per share for the first quarter of 1998, compared to diluted
earnings per share of $0.21 for the first quarter of 1997. The annualized return
on average assets was 1.52%, and the annualized return on average equity was
18.08%, for the first quarter of 1998. For the first quarter of 1997, the
annualized return on average assets was 1.22%, and the annualized return on
average equity was 14.54%.
Pre-tax operating earnings, which excludes the impact of gains or losses on
sale of securities and OREO, and the provisions for credit and OREO losses,
totaled $8.9 million for the first quarter of 1998. This represented an increase
of $2.2 million, or 33.25%, over pre-tax operating income of $6.7 million for
the first quarter of 1997.
Net Interest Income/Net Interest Margin
The principal component of the Company's earnings is net interest income,
which is the difference between the interest and fees earned on loans and
investments, and the interest paid for deposits and borrowed funds. The net
interest margin is net interest income expressed as a percentage of average
earning assets. The net interest spread is the yield on average earning assets
minus the cost of average interest-bearing deposits and borrowed funds.
8
<PAGE>
Net interest income totaled $15.8 million for the first quarter of 1998.
This represented an increase of $1.7 million, or 12.47%, over net interest
income of $14.1 million for the first quarter of 1997. The increase in net
interest income was the result of an increase in average earning assets for the
first quarter of 1998 compared to the first quarter of 1997. Net interest income
increased for the first quarter of 1998 despite a lower yield on average earning
assets and a higher cost of deposits and other interest bearing liabilities.
Earning assets averaged $1.1 billion for the first quarter of 1998. This
represented an increase of $180.2 million, or 18.77%, over average earning
assets of $960.3 million for the first quarter of 1997.
As the volume of earning assets increased, the net interest margin and net
interest spread decreased. The net interest margin decreased to 5.68% for the
first quarter of 1998, compared to a net interest margin of 5.96% for the first
quarter of 1997. The net interest spread decreased to 4.22% for the first
quarter of 1998, compared to a net interest spread of 4.71% for the first
quarter of 1997.
The decrease in the net interest margin and the net interest spread
reflected both a lower yield on average earning assets and a higher cost of
interest bearing liabilities. The yield on average earning assets decreased to
8.14% for the first quarter of 1998, from an average yield of 8.28% for the
first quarter of 1997. The cost of interest bearing liabilities increased to
3.92% for the first quarter of 1998, compared to an average cost of 3.57% for
the first quarter of 1997.
The lower yield on average earning assets reflected a less profitable asset
mix as average investment securities increased, and average loans decreased as a
percentage of average earning assets. Investment securities typically have lower
yields than loans. For the first quarter of 1998, average investment securities
increased to 45.13% of average earning assets, compared an average of 38.87% of
earning assets for the first quarter of 1997. Conversely, average gross loans
decreased to 54.34% of average earning assets for the first quarter of 1998,
compared to 60.53% for the first quarter of 1997.
The greater concentration of earning assets as investment securities than
loans for the first quarter of 1998 offset higher yields on both investment
securities and loans. The yield on taxable investment securities increased to
6.29% for the first quarter of 1998 compared to a yield of 6.13% for the first
quarter of 1997. The yield on loans increased to 9.73% for the first quarter of
1998, compared to a yield of 9.63% for the first quarter of 1997.
The increased cost of average interest bearing liabilities resulted from
both an increase in the cost of deposits and an increase in the cost of other
borrowed funds. The cost of average savings deposits increased to 2.51% for the
first quarter of 1998, compared to an average cost of 2.47% for the first
quarter of 1997. The cost of time deposits increased to 5.26% for the first
quarter of 1998, compared to an average cost of 5.12% for the first quarter of
1997. The cost of other borrowed funds increased to 5.58% for the first quarter
of 1998, compared to an average cost of 5.14% for the first quarter of 1997.
9
<PAGE>
Table 1 shows the average balances of assets, liabilities, and
stockholders' equity and the related interest income, expense, and rates for the
three month periods ended March 31, 1998 and 1997. Rates for tax-advantaged
investments are shown on a taxable equivalent basis using a 35.0% tax rate.
Table 2 summarizes the changes in interest income and interest expense based on
changes in average asset and liability balances (volume) and changes in average
rates (rate). For each category of earning assets and interest-bearing
liabilities, information is provided with respect to changes attributable to (1)
changes in volume (change in volume multiplied by initial rate), (2) changes in
rate (change in rate multiplied by initial volume) and (3) changes in
rate/volume (change in rate multiplied by change in volume).
TABLE 1 - Distribution of Average Assets, Liabilities, and Stockholders' Equity;
Interest Rates and Interest Differentials (dollars in thousands)
<TABLE>
<CAPTION>
Three-month periods ended March 31,
1998 1997
----------------------------- -----------------------------
Average Average
ASSETS Balance Interest Rate Balance Interest Rate
------------------------------- -------------------------------
<S> <C> <C> <C> <C> <C> <C>
Investment Securities
Taxable $ 431,480 6,787 6.29% $ 328,319 5,030 6.13%
Tax-advantaged (F1) 83,251 906 6.11% 44,981 555 6.92%
Federal Funds Sold & Interest-bearing
deposits with other financial institutions 5,989 82 5.48% 5,755 72 5.00%
Loans (F2) (F3) 619,780 15,073 9.73% 581,226 14,000 9.63%
------------------------------ -------------------------------
Total Earning Assets 1,140,500 22,848 8.14% 960,281 19,657 8.28%
Total Non-earning Assets 115,474 139,651
------------- -------------
Total Assets $ 1,255,974 $ 1,099,932
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Non-interest bearing deposits $ 411,697 $ 367,287
Savings Deposits (F4) 359,117 2,250 2.51% 368,653 2,281 2.47%
Time Deposits 269,004 3,540 5.26% 201,878 2,586 5.12%
------------------------------ -------------------------------
Total Deposits 1,039,818 5,790 2.23% 937,818 4,867 2.08%
------------------------------ -------------------------------
Other Borrowings 87,953 1,226 5.58% 55,521 713 5.14%
------------------------------ -------------------------------
Total Interest-Bearing Liabilities 716,074 7,016 3.92% 626,052 5,580 3.57%
------------- -------------
Other Liabilities 22,791 14,424
Stockholders' Equity 105,412 92,169
------------- -------------
Total Liabilities and
Stockholders' Equity $ 1,255,974 $ 1,099,932
============= =============
Net interest spread 4.22% 4.71%
Net interest margin 5.68% 5.96%
<FN>
(F1) Yields are calculated on a taxable equivalent basis.
(F2) Loan fees are included in total interest income as follows: 1998, $1,186;
1997, $897.
(F3) Nonperforming loans are included in net loans as follows: 1998,
$6,532; 1997, $13,355.
(F4) Includes interest-bearing demand and money market
accounts.
</FN>
</TABLE>
10
<PAGE>
TABLE 2 - Rate and Volume Analysis for Changes in Interest Income, Interest
Expense and Net Interest Income
(amounts in thousands)
<TABLE>
<CAPTION>
Comparison of three-month period ended
March 31, 1998 and 1997 Increase
(decrease) in interest income or expense
due to changes in
Rate/
Volume Rate Volume Total
------------------------------------------
<S> <C> <C> <C> <C>
Interest Income:
Taxable investment securities $ 1,581 $ 134 $ 42 $ 1,757
Tax-advantaged securities 471 (65) (55) 351
Fed funds sold & interest bearing
deposits with other institutions 3 7 0 10
Loans 928 136 9 1,073
------------------------------------------
Total earning assets 2,983 212 (4) 3,191
------------------------------------------
Interest Expense:
Savings deposits (59) 28 (1) (32)
Time deposits 860 71 24 955
Other borrowings 416 61 36 513
------------------------------------------
Total interest-bearing liabilities 1,217 160 59 1,436
------------------------------------------
Net Interest Income $ 1,766 $ 52 $ (63) $ 1,755
==========================================
</TABLE>
During periods of changing interest rates, the ability to reprice interest
earning assets and interest bearing liabilities can influence net interest
income, the net interest margin, and consequently, the Company's earnings.
Interest rate risk is managed by attempting to control the spread between rates
earned on interest-earning assets and the rates paid on interest-bearing
liabilities within the constraints imposed by market competition in the Bank's
service area. Short term repricing risk is minimized by controlling the level of
floating rate loans and maintaining a downward sloping ladder of bond payments
and maturities. Basis risk is managed by the timing and magnitude of changes to
interest-bearing deposit rates. Yield curve risk is reduced by keeping the
duration of the loan and bond portfolios relatively short. Options risk in the
bond portfolio is monitored monthly and actions are recommended when
appropriate.
Both the net interest spread and the net interest margin are largely
affected by the Company's ability to reprice assets and liabilities as interest
rates change. The Company's management utilizes the results of a dynamic
simulation model to quantify the estimated exposure of net interest income to
sustained changes in interest rates. The sensitivity of the Company's net
interest income is measured over a rolling two year horizon. The simulation
model estimates the impact of changing interest rates on the net interest income
from all interest earning assets and interest expense paid on all interest
bearing liabilities reflected on the Company's balance sheet. The sensitivity
analysis is compared to policy limits which specify a maximum tolerance level
for net interest income exposure over a one year time horizon assuming no
balance sheet growth, given both a 200 basis point upward and downward shift in
interest rates. A parallel and pro rata shift in interest rates over a 12 month
period is assumed. The following reflects the Company's net interest income
sensitivity over a one year horizon as of March 31, 1998.
11
<PAGE>
Estimated Net
Simulated Interest Income
Rate Changes Sensitivity
----------------- ---------------
+200 basis points -1.30%
-200 basis points -0.17%
The table indicates that net interest income would decrease by
approximately 1.30% over a 12 month period if there was a sustained and parallel
200 basis point downward shift in interest rates. Net interest income would
decrease approximately 0.17% over a 12 month period if there was a sustained and
parallel 200 basis point upward shift in interest rates.
Credit Loss Experience
The Company maintains an allowance for potential credit losses. The
allowance is increased by a provision for credit losses charged against
operating results and from recoveries on loans previously charged off. The
allowance is reduced by loan losses charged to the allowance. The allowance for
credit losses was $12.4 million at March 31, 1998. This represented an increase
of $910,000, or 7.89%, over the allowance for credit losses of $11.5 million at
December 31, 1997. At March 31, 1998, the allowance for credit losses was equal
to 2.01% of gross loans, representing an increase from an allowance for credit
losses that was equal to 1.87% of gross loans at December 31, 1997.
For the first quarter of 1998, the provision for credit losses was
$850,000. This represents an increase of $70,000, or 8.97%, from a provision for
credit losses of $780,000 for the first quarter of 1997. For the first quarter
of 1998, recoveries exceeded loans charged to the reserves, resulting in net
recoveries credited to the allowance for credit losses of $60,000. Loans charged
to the allowance for credit losses, net of recoveries, totaled $2,692,000 for
the first quarter of 1997.
Nonaccrual loans totaled $4.5 million at March 31, 1998. This represented
an increase of $578,000, or 14.61%, compared to nonaccrual loans of $3.9 million
at December 31, 1997. Table 6 presents nonperforming assets (nonaccrual loans,
loans 90 days or more past due, restructured loans, and other real estate owned)
as of March 31, 1998, and December 31, 1997.
The Company has adopted the methods prescribed by Statement of Financial
Accounting Standards No. 114 for determining the fair value of specific loans
for which the eventual collection of all principal and interest is considered
impaired.
While management believes that the allowance was adequate at March 31, 1998
to absorb losses from any known or inherent risks in the portfolio, no assurance
can be given that economic conditions which adversely affect the Company's
service areas or other circumstances will not be reflected in increased
provisions or credit losses in the future. Table 3 shows comparative information
on net credit losses, provisions for credit losses, and the allowance for credit
losses for the periods indicated.
12
<PAGE>
<TABLE>
<CAPTION>
TABLE 3 - Summary of Credit Loss Experience Three-months
(amounts in thousands) ended March 31,
---------------------------------
1998 1997
<S> <C> <C>
Amount of Total Loans at End of Period $ 618,642 $ 575,113
=========== ===========
Average Total Loans Outstanding $ 619,780 $ 581,226
=========== ===========
Allowance for Credit Losses at Beginning of Period $ 11,522 $ 12,239
Loans Charged-Off:
Real Estate Loans 6 2,582
Commercial and Industrial 99 75
Consumer Loans 5 39
----------- -----------
Total Loans Charged-Off 110 2,696
----------- -----------
Recoveries:
Real Estate Loans 155 0
Commercial and Industrial 4 1
Consumer Loans 11 3
----------- -----------
Total Loans Recovered 170 4
----------- -----------
Net Loans Charged-Off (60) 2,692
----------- -----------
Provision Charged to Operating Expense 850 780
----------- -----------
Allowance for Credit Losses at End of period $ 12,432 $ 10,327
=========== ===========
Net Loans Charged-Off to Average Total Loans* -0.04% 1.85%
Net Loans Charged-Off to Total Loans at End of Period* -0.04% 1.87%
Allowance for Credit Losses to Average Total Loans 2.01% 1.78%
Allowance for Credit Lossess to Total Loans at End of Period 2.01% 1.80%
Net Loans Charged-Off to allowance for Credit Losses* -1.93% 104.27%
Net Loans Charged-Off to Provision for Credit Losses -7.06% 345.13%
* Net Loan Charge-Off amounts are annualized.
</TABLE>
13
<PAGE>
Other Operating Income
Other operating income includes service charges on deposit accounts, fee
income from the Asset Management Division, gain (or loss) on sale of securities
or other real estate owned, gross revenue from Community Trust Deed Services
(the Company's non-bank subsidiary), and other revenue not derived from interest
on earning assets. Other income for the first quarter of 1998 totaled $4.0
million. This represented an increase of $717,000, or 21.87%, from total other
operating income of $3.3 million for the first quarter of 1997. Trust services
income increased $131,000, or 17.35%, for the first quarter of 1998 compared to
the same period last year. In March of 1998, the Bank sold an office building it
owned in Orange County, California. The Bank entered into a lease agreement with
the purchaser to lease back that portion of the building used as its Brea
office. The Bank realized a gain on the sale of approximately $450,000 which is
included in the $513,000 gain on sale of premises and equipment for the first
quarter of 1998. During the first three months of 1997, gains on sale of
premises and equipment totaled $16,000.
Other Operating Expenses
Other operating expenses totaled $11.4 million for the first quarter of
1998. This represented an increase of $392,000, or 3.57%, over other operating
expenses of $11.0 million for the first quarter of 1997. As a percent of average
assets, annualized other operating expenses for the first quarter of 1998
decreased to 3.62%, compared to a ratio of 3.99% for the first quarter of 1997.
The decrease in the ratio indicates that the Company is managing a greater level
of assets at a proportionately lower average cost. As a percent of net revenue
operating expenses decreased to 57.30% for the first quarter of 1998, compared
to a ratio of 63.19% for the first quarter of 1997. The decrease in the ratio is
an indicator of increased operating efficiency.
Salaries and related expenses totaled $5.6 million for the first quarter of
1998. This represented an increase of $140,000, or 2.56%, over total salaries
and related expenses of $5.5 million for the first quarter of 1997. Annualized
and as a percent of average assets, salaries and related expenses decreased to
1.80% for the first quarter of 1998, compared to a ratio 2.0% for the first
quarter of 1997.
Occupancy expenses totaled $1.1 million for the first quarter of 1998. This
represented an increase of $282,000, or 35.32%, over occupancy expenses of
$801,000 for the first quarter of 1997. In March of 1998, the Bank sold an
office building it owned in Orange County, California. The Bank entered a lease
agreement with the purchaser to lease back that portion of the building used as
its Brea office. The Bank realized a gain on the sale of approximately $450,000.
The Bank provides an allowance for the potential of losses on other real
estate owned (OREO) by charging a provision to earnings. For the first quarter
of 1998, the provision for potential OREO losses totaled $500,000. This
represented an increase of $185,000, or 58.73%, compared to a provision for
potential OREO losses of $315,000 for the first quarter of 1997.
14
<PAGE>
BALANCE SHEET ANALYSIS
At March 31, 1998, total assets were $1.3 billion. This represented an
increase of $59.1 million, or 4.69%, from total assets of $1.2 billion at
December 31, 1997. Gross loans totaled $618.6 million at March 31, 1998. This
represented an increase of $1.6 million, or 0.27%, from gross loans of $617.0
million at December 31, 1997. Total deposits were $1.1 billion at March 31,
1998, representing an increase of $11.9 million, or 1.10%, over total deposits
reported at December 31, 1997.
Investment Securities and Debt Securities Available-for-Sale
At March 31, 1998, investment securities totaled $565.3 million. This
represented an increase of $73.1 million, or 14.86%, over total investments of
$492.2 million at December 31, 1997. Table 4 sets forth investment securities
classified as held-to-maturity and available-for-sale at March 31, 1998 and
December 31, 1997.
15
<PAGE>
Table 4 - Composition of Securities Portfolio
(dollars in thousands)
<TABLE>
<CAPTION>
March 31, 1998 December 31, 1997
---------------------------------------- -----------------------------------------
Amortized Market Net Yield Amortized Market Net Yield
Cost Value Unrealized Cost Value Unrealized
Gain/(Loss) Gain/(Loss)
---------------------------------------- -----------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
U.S. Treasury securities
Available for Sale $ 41,185 $ 41,439 $ 254 5.59% $ 51,238 $ 51,525 $ 287 5.71%
FHLMC, FNMA CMO's, REMIC's
and mortgage-backed pass-through securities
Available for Sale 344,237 344,888 651 6.38% 279,835 280,920 1,085 6.41%
Held to Maturity 4,677 4,760 83 5.74% 4,969 5,068 99 6.49%
Other Government Agency Securities
Available for Sale 46,636 46,708 72 6.41% 53,052 53,018 (34) 6.52%
GNMA mortgage-backed pass-through
securities
Available for Sale 14,774 14,742 (32) 6.62% 9,854 9,878 24 6.61%
Held to Maturity 929 1,009 80 6.46% 964 1,046 82 6.53%
Tax-exempt Municipal Securities
Available for Sale 46,332 46,323 (9) 4.56% 25,364 25,509 145 4.56%
Held to Maturity 50,684 52,013 1,329 4.54% 50,789 52,222 1,433 4.52%
Other securities
Available for Sale 13,452 13,452 0 0.00% 13,256 13,256 0 0.00%
Held to Maturity 1,433 1,433 0 6.34% 1,322 1,322 0 6.37%
---------------------------------------- -----------------------------------------
$564,339 $566,767 $ 2,428 5.86% $490,643 $493,764 $ 3,121 5.89%
======================================== =========================================
</TABLE>
16
<PAGE>
At March 31, 1998, the Company's unrealized gain on securities
available-for sale totaled $798,000. The Company recorded an adjustment
decreasing accumulated other comprehensive income to $460,000, and an adjustment
to decrease deferred tax assets to $338,000. At December 31, 1997, the Company
reported a net unrealized gain on investment securities available for sale of
$1.3 million, with an adjustment to equity capital of $772,000 and deferred
taxes of $567,000. Note 2 of the Notes to the Consolidated Financial Statements
in the Company's 1997 Annual Report discusses its current accounting policy as
it pertains to recognition of market values for investment securities held as
available-for-sale.
Loan Composition and Nonperforming Assets
Table 5 sets forth the distribution of the loan portfolio by type as of the
dates indicated:
Table 5 - Distribution of Loan Portfolio by Type - (000)s Omitted
<TABLE>
<CAPTION>
March 31, December 31,
1998 1997
--------- ------------
<S> <C> <C>
Commercial and industrial $ 245,151 $ 258,987
Real estate:
Construction 28,049 19,819
Mortgage 245,920 229,926
Consumer 17,553 17,445
Lease finance receivable 22,047 24,008
Agribusiness 62,404 69,404
--------- ------------
Gross loans $ 621,124 $ 619,589
Less:
Allowance for credit losses 12,432 11,522
Deferred net loan fees 2,482 2,583
--------- ---------
Net loans $ 606,210 $ 605,484
========= =========
</TABLE>
As set forth in Table 6, nonperforming assets (nonaccrual loans, loans 90
days or more past due, restructured loans, and other real estate owned) totaled
$11.4 million, or 0.87% of total assets, at March 31, 1998. This compared to
nonperforming assets of $10.9 million, or 0.86% of total assets, at December 31,
1997. Nonperforming assets increased $561,000, or 5.16%, between March 31, 1998
and December 31, 1997.
Although management believes that nonperforming loans are generally well
secured and that potential losses are provided for in the allowance for credit
losses, there can be no assurance that a deterioration in economic conditions,
or collateral values, will not result in future credit losses.
17
<PAGE>
Table 6 - Nonperforming Assets - (000)s Omitted
<TABLE>
<CAPTION>
March 31, December 31,
1998 1997
--------- ------------
<S> <C> <C>
Nonaccrual loans $ 4,533 $ 3,955
Loans past due 90 or more days
and still accruing interest - 424
Restructrued loans 1,999 2,092
Other real estate owned 4,895 4,395
--------- ------------
Total nonperforming assets $ 11,427 $ 10,866
========= ============
Percent of nonperforming assets
to total loans and OREO 1.83% 1.75%
Percent of nonperforming assets
to total assets 0.87% 0.86%
</TABLE>
At March 31, 1998, nonaccrual loans were $4.5 million. This represented an
increase of $578,000, or 14.61%, from nonaccrual loans of $3.9 million at
December 31, 1997. At March 31, 1998, the majority of nonaccrual loans were
collateralized by real property. The estimated ratio of the outstanding loan
balances to the fair values of related collateral (loan-to-value ratio) for
nonaccrual loans at that date ranged from approximately 25% to 158%. The Bank
has allocated specific reserves to provide for any potential loss on these
loans. Management cannot, however, predict the extent to which the current
economic environment may worsen or the full impact such an environment may have
on the Company's loan portfolio.
Deposits and Other Borrowings
At March 31, 1998, deposits totaled $1.1 billion. This represented an
increase of $11.9 million, or 1.10%, over total deposits at December 31, 1997.
Seasonal fluctuations from agricultural deposits normally result in large short
term demand deposits balances at the end of December, contributing to a decrease
in demand deposits between December and March of each year. For 1998, growth in
money market accounts and time deposits was greater than the seasonal decrease
in demand deposits normally associated with the first quarter.
18
<PAGE>
Noninterest bearing demand deposits totaled $441.9 million at March 31,
1998. This represented a decrease of $27.9 million, or 5.94%, from noninterest
bearing demand deposits of $469.8 million at December 31, 1997. Savings
deposits, which include money market balances, totaled $373.5 million at March
31, 1998. This represented an increase of $32.1 million, or 9.38%, over total
savings balances of $341.4 million at December 31, 1997. Time deposits increased
to $272.1 million at March 31, 1998, representing an increase of $7.7 million,
or 2.92%, over time deposits of $264.4 million at December 31, 1997.
Liquidity
Liquidity risk is the risk to earnings or capital resulting from the Bank's
inability to meet its obligations when they come due without incurring
unacceptable losses. It includes the ability to manage unplanned decreases or
changes in funding sources and to recognize or address changes in market
conditions that affect the Bank's ability to liquidate assets quickly and with
minimum loss of value. Factors considered in liquidity risk management are
stability of the deposit base; marketability, maturity, and pledging of
investments; and the demand for credit.
In general, liquidity risk is managed daily by controlling the level of Fed
funds and the use of funds provided by the cash flow from the investment
portfolio. To meet unexpected demands, lines of credit are maintained with
correspondent banks, the Federal Home Loan Bank and the Federal Reserve Bank.
The sale of bonds maturing in the near future can also serve as a contingent
source of funds. Increases in deposit rates are considered a last resort as a
means of raising funds to increase liquidity.
For the Bank, sources of funds normally include principal payments on loans
and investments, other borrowed funds, and growth in deposits. Uses of funds
include withdrawal of deposits, interest paid on deposits, increased loan
balances, purchases, and other operating expenses.
Net cash provided by operating activities totaled $9.1 million for the
first quarter of 1998, compared to net cash provided by operating activities of
$7.6 million for the first quarter of 1997. The increase was primarily the
result of increased interest received on loans and investment securities.
Net cash used for investing activities totaled $67.8 million for the first
quarter of 1998, compared to net cash used for investing activities of $15.8
million for the first quarter of 1997. The increase in net cash used for
investing activities was primarily from the purchase of additional investment
securities. Financing activities provided net cash flows of $46.2 million for
the first quarter of 1998. This compares to a use of cash of $40.0 million for
the first quarter of 1997. A net increase in deposits of $4.2 million for the
first quarter of 1998, compared to a net decrease in deposits of $41.5 million
for the first quarter of 1997 contributed to the change. In addition, net cash
flows provided by financing activities was impacted by an increase in short term
borrowings of $35.8 million for the first quarter of 1998. At March 31, 1998,
cash and cash equivalents totaled $95.2 million. This represented an increase of
$803,000, or 0.85%, from a total of $94.4 million at March 31, 1997.
19
<PAGE>
Since the primary sources and uses of funds for the Bank are loans and
deposits, the relationship between gross loans and total deposits provides a
useful measure of the Bank's liquidity. Typically, the closer the ratio of loans
to deposits is to 100%, the more reliant the Bank is on its loan portfolio to
provide for short term liquidity needs. Since repayment of loans tends to be
less predictable than the maturity of investments and other liquid resources,
the higher the loan to deposit ratio the less liquid are the Bank's assets. For
the first quarter of 1998, the Bank's loan to deposit ratio averaged 59.60%,
compared to an average ratio of 61.98% for the first quarter of 1997.
CVB is a company separate and apart from the Bank that must provide for its
own liquidity. Substantially all of CVB's revenues are obtained from dividends
declared and paid by the Bank. There are statutory and regulatory provisions
that could limit the ability of the Bank to pay dividends to CVB. At March 31,
1998, approximately $34.5 million of the Bank's equity was unrestricted and
available to be paid as dividends to CVB. Management of CVB believes that such
restrictions will not have an impact on the ability of CVB to meet its ongoing
cash obligations. At March 31, 1998, neither the Bank nor CVB had any material
commitments for capital expenditures.
Capital Resources
The Company's equity capital was $105.1 million at March 31, 1998. The
primary source of capital for the Company continues to be the retention of net
after tax earnings. The Company's 1997 annual report (management's discussion
and analysis and note 15 of the accompanying financial statements) describes the
regulatory capital requirements of the Company and the Bank.
The Bank and the Company are required to meet risk-based capital standards
set by the respective regulatory authorities. The risk-based capital standards
require the achievement of a minimum ratio of total capital to risk-weighted
assets of 8.0% (of which at least 4.0% must be Tier 1 capital). In addition, the
regulatory authorities require the highest rated institutions to maintain a
minimum leverage ratio of 3.0%. At March 31, 1998, the Bank and the Company
exceeded the minimum risk-based capital ratio and leverage ratio required to be
considered "Well Capitalized".
Table 7 below presents the Company's and the Bank's risk-based and leverage
capital ratios as of March 31, 1998, and December 31, 1997.
Table 7 - Regulatory Capital Ratios
<TABLE>
<CAPTION>
Required
Minimum March 31, 1998 December 31, 1997
Capital Ratios Ratios Company Bank Company Bank
<S> <C> <C> <C> <C> <C>
Risk-based capital ratios
Tier I 4.00% 12.31% 12.10% 12.08% 11.84%
Total 8.00% 13.58% 13.37% 13.35% 13.11%
Leverage ratio 4.00% 7.56% 7.42% 7.56% 7.40%
</TABLE>
20
<PAGE>
On April 16, 1997, the board of directors of the Company authorized the
repurchase of shares of its common stock, from time to time, at the discretion
of the Company, through open market purchases or in private transactions in an
aggregate amount of up to $9.0 million, or 750,000 shares. As of December 31,
1997, the Company had purchased 142,772 shares for an average price of $13.56
per share. The Company has not repurchased any of its outstanding shares of
common stock during the first quarter of 1998.
Risk Management
The Company's management has adopted a Risk Management Plan to ensure the proper
control and management of all risk factors inherent in the operation of the
Company and the Bank. The plan is designed to address specific risk factors
defined by federal bank regulators. These risk factors are not mutually
exclusive. It is recognized that any product or service offered may expose the
Bank to one or more of these risks. The Risk Management Plan identifies the
significant risks as: credit risk, interest rate risk, and liquidity risk. The
Company's Annual Report on Form 10-K defines each of these significant risks.
Business Segments
On March 29, 1996, the Bank acquired Citizens Commercial Trust and Savings
Bank of Pasadena ("Citizens"). At the time of the acquisition, Citizens had a
trust division with managed assets of approximately $800.0 million. The acquired
division, now called the Asset Management division, managed assets of $965.5
million at March 31, 1998.
The Asset Management division has served as a significant and growing
source of noninterest income for the Company. The division offers a number of
trust and asset management services to the Bank's branch operations that were
not available prior to the acquisition. For purposes of business segmentation,
the table below provides a summary of the sources of revenue and expenses for
the Asset Management division and the other divisions of the Company.
Table 8 - Business Segments
<TABLE>
<CAPTION>
Amounts in Thousands
(Unaudited)
For the Three Months Ended
March 31, 1998 March 31, 1997
Branch Asset Combined Branch Asset Combined
Operations Management Bank Operations Management Bank
---------- ---------- -------- ---------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C>
Net interest income $ 15,832 $ $ 15,832 $ 14,077 $ $ 14,077
Less: Provision for credit losses 850 850 780 780
Other operating income 3,110 886 3,996 2,524 755 3,279
---------- ---------- -------- ---------- ---------- ---------
Net revenue $ 18,092 $ 886 $ 18,978 $ 15,821 $ 755 $ 16,576
Other operating expenses
Salaries and employee benefits 5,277 362 5,639 5,130 369 5,499
Occupancy and equipment 1,885 92 1,977 1,550 79 1,629
Other 3,565 180 3,745 3,655 186 3,841
---------- ---------- -------- ---------- ---------- ---------
10,727 634 11,361 10,335 634 10,969
Earnings before taxes $ 7,365 $ 252 $ 7,617 $ 5,486 $ 121 $ 5,607
========== ========== ======== ========== ========== =========
</TABLE>
21
<PAGE>
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings
Not Applicable
Item 2 - Changes in Securities
Not Applicable
Item 3 - Defaults upon Senior Securities
Not Applicable
Item 4 - Submission of Matters to a Vote of Security Holders
Not Applicable
Item 5 - Other Information
On May 8, 1998, the Company issued a press release, filed as
Exhibit 99.1 hereto and incorporated herein by reference,
reporting that a jury had awarded a judgment against its
wholly-owned subsidiary, Citizens Business Bank, in a civil
action in the Superior Court of San Bernardino County,
California. The lawsuit relates to the sale of real estate
owned by the Bank. The total amount of the judgment was
approximately $3.7 million, which included $2.1 million in
compensatory damages and $1.6 million in punitive damages. The
Company further announced that it intends to file a motion
requesting the court either to set aside the verdict or grant
a new trial.
Item 6 - Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit 10.36 1991 Stock Option Plan, as amended
Exhibit 27 - Financial Data Schedule
Exhibit 99.1 Press Release
(b) Reports on Form 8-K
Not Applicable
22
<PAGE>
Exhibit Index
Exhibit No. Description Page
10.36 1991 Stock Option Plan, as amemded 26
27 Financial Data Schedule 25
99.1 Press Release 36
23
<PAGE>
SIGNATURES
Pursuant to the requirements 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.
CVB FINANCIAL CORP.
(Registrant)
Date: May 13, 1998 /s/ Edward J. Biebrich Jr.
---------------------------
Edward J. Biebrich Jr.
Chief Financial Officer
24
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE MARCH 31,
1998, CONSOLIDATED BALANCE SHEET, AND THE MARCH 31, 1998, CONSOLIDATED STATEMENT
OF EARNINGS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> MAR-31-1998
<CASH> 91,167
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 4,000
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 507,552
<INVESTMENTS-CARRYING> 57,723
<INVESTMENTS-MARKET> 59,215
<LOANS> 618,642
<ALLOWANCE> 12,432
<TOTAL-ASSETS> 1,317,834
<DEPOSITS> 1,087,565
<SHORT-TERM> 85,000
<LIABILITIES-OTHER> 39,759
<LONG-TERM> 422
0
0
<COMMON> 62,318
<OTHER-SE> 42,770
<TOTAL-LIABILITIES-AND-EQUITY> 1,317,834
<INTEREST-LOAN> 15,073
<INTEREST-INVEST> 7,693
<INTEREST-OTHER> 82
<INTEREST-TOTAL> 22,848
<INTEREST-DEPOSIT> 5,790
<INTEREST-EXPENSE> 7,016
<INTEREST-INCOME-NET> 15,832
<LOAN-LOSSES> 850
<SECURITIES-GAINS> 18
<EXPENSE-OTHER> 11,361
<INCOME-PRETAX> 7,617
<INCOME-PRE-EXTRAORDINARY> 4,765
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,765
<EPS-PRIMARY> 0.32
<EPS-DILUTED> 0.30
<YIELD-ACTUAL> 5.68
<LOANS-NON> 4,533
<LOANS-PAST> 0
<LOANS-TROUBLED> 1,999
<LOANS-PROBLEM> 837
<ALLOWANCE-OPEN> 11,522
<CHARGE-OFFS> 110
<RECOVERIES> 170
<ALLOWANCE-CLOSE> 12,432
<ALLOWANCE-DOMESTIC> 8,687
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 3,745
</TABLE>
EXHIBIT 10.36
25
<PAGE>
AMENDMENT TO 1991 STOCK OPTION PLAN OF CVB FINANCIAL CORP.
APPROVED BY THE SHAREHOLDERS ON MAY 21, 1997
Section 1 of the 1991 Plan is hereby amended and restated in its entirety to
read as follows:
1. PURPOSE.
(a) The purpose of the CVB Financial Corp. 1991 Stock Option Plan (the
"1991 Plan") is to strengthen CVB Financial Corp. (the "Company") by providing
to participating employees (the "Employees"), employee directors (the "Employee
Directors") and non-employee directors (the "Non-Employee Directors") added
incentives for high levels of performance and to encourage stock ownership in
the Company. The 1991 Plan seeks to accomplish these performance goals by
providing a means whereby such Employees, Employee Directors and Non-Employee
Directors of the Company and its subsidiaries may be given an opportunity to
purchase by way of option common stock of the Company. The performance goal for
those eligible to participate in the 1991 Plan is an increase in the value of
the Company's shares over the option exercise price.
(b) The Company, by means of the 1991 Plan, seeks to secure and retain the
services of such Employees, Employee Directors and Non-Employee Directors of the
Company or any of its subsidiaries, and to provide incentives for such persons
to exert maximum efforts for the success of the Company and its subsidiaries.
(c) The Company intends that the options issued under the 1991 Plan shall,
in the discretion of the Board of Directors of the Company (the "Board") or any
committee to which responsibility for administration of the 1991 Plan has been
delegated pursuant to subparagraph 2, be either incentive stock options as that
term is used in Section 422 of the Internal Revenue Code of 1986, as amended
(the "Code") or any successor thereto ("incentive stock options"), or options
which do not qualify as incentive stock options ("nonqualified stock options").
All options shall be separately designated as incentive stock options or
nonqualified stock options at the time of grant, and a separate certificate or
certificates shall be issued for shares purchased on the exercise of each type
of option.
Section 2 of the 1991 Plan is hereby amended and restated in its entirety to
read as follows:
2. ADMINISTRATION.
(a) The 1991 Plan shall be administered by a committee of the Board (the
"Committee"). Notwithstanding the foregoing, the Board retains the right to
administer the 1991 Plan itself in accordance with the provisions of this
Section 2. Board and Committee action shall be taken pursuant to a majority vote
or the unanimous written consent of its members. The Board and the Committee
have evidenced their adoption of the 1991 Plan by their signatures at the end of
the 1991 Plan.
(b) The Committee shall have the power, subject to, and within the
limitations of, the express provisions of the 1991 Plan:
(i) To determine from time to time which of the persons eligible under
the 1991 Plan shall be granted an option; when and how the option shall be
granted; whether the option will be an incentive stock option or a nonqualified
stock option; the provisions of each option granted (which need not be
identical), including, without limitation, the time or times during the term of
each option within which all or portions of such option may be exercised; the
duration of and purposes of leaves of absence which may be granted to
participants without constituting a termination of their employment for purposes
of the 1991 Plan; and the number of shares for which an option shall be granted
to each such person.
26
<PAGE>
(ii) To determine any conditions or restrictions imposed on stock
acquired pursuant to the exercise of an option (including, but not limited to,
repurchase rights, forfeiture restrictions and restrictions on transferability).
(iii) To construe and interpret the 1991 Plan and the options granted
under it, to construe and interpret any conditions or restrictions imposed on
stock acquired pursuant to the exercise of an option, to define the terms used
herein, to establish, amend and revoke rules and regulations for its
administration to establish and administer performance goals under the 1991
Plan, and to the extent required by the Code and Treasury Regulations, ensure
that performance goals have been obtained, provided, however, that the Committee
has no authority to change the performance goals of the 1991 Plan after the
shareholders of the Company have approved the 1991 Plan, and any amendments
thereto. The Committee, in the exercise of this power, may correct any defect,
omission or inconsistency in the 1991 Plan or in any option agreement in a
manner and to the extent it shall deem necessary or expedient to make the 1991
Plan fully effective.
(iv) To cancel, at any time and from time to time, with the consent of
the affected optionee or optionees, any or all outstanding options granted under
the 1991 Plan and the grant and substitution therefor of new options under the
1991 Plan (subject to limitations hereof) covering the same or different number
of shares of stock at an option price per share in all events not less than the
fair market value on the new grant date.
(v) Generally, to exercise such powers and to perform such acts as it
deems necessary or expedient to promote the best interests of the Company.
(c) The Committee shall be composed of not fewer than two (2) members of
the Board. All of the members of the Committee shall be "nonemployee directors"
as such term is defined in Securities and Exchange Commission Rule 16b-3 under
the 1934 Act ("Nonemployee Directors") and shall qualify as "outside directors"
within the meaning of Section 162(m)(4)(C)(i) of the Code and Treasury
Regulations 1.162-27(c)(3) ("Outside Director"). The Board shall have the
authority to appoint and remove Committee Members, provided, however, that any
attempted appointment to the Committee of a person who does not qualify as an
Outside Director and Nonemployee Director shall be null and void. Any Committee
member who loses the status of an Outside Director and Nonemployee Director
shall automatically and without further action cease to be a member of the
Committee as soon as such status is lost.
(d) The determinations of the Board or the Committee on matters referred to
in this paragraph 2 shall be final and conclusive.
Section 4(d) is hereby added to the 1991 Plan and shall read as follows:
4. ELIGIBILITY.
(d) Options for no more than 100,000 shares may be granted to any person
under the 1991 Plan in any calendar year. Options for no more than 400,000
shares may be granted to any person under the 1991 Plan cumulatively. Further,
such numbers of shares specified in the foregoing two sentences shall be subject
to adjustment under Section 9. The amount of compensation any eligible person
could receive under an option grant is based solely on an increase in value of
the Company stock after the date of the grant of the option.
All other provisions of the 1991 Plan unaffected by the foregoing amendments
shall remain in full force and effect.
27
<PAGE>
CVB FINANCIAL CORP.
1991 STOCK OPTION PLAN
Adopted February 21, 1991
Approved by the Shareholders on May 15, 1991
1. PURPOSE.
(a) The purpose of the CVB Financial Corp. 1991 Stock Option Plan (the
"1991 Plan") is to strengthen CVB Financial Corp. (the "Company") by providing
to participating employees (the "Employees"), employee directors (the "Employee
Directors") and non-employee directors (the "Non-Employee Directors") added
incentives for high levels of performance and to encourage stock ownership in
the Company. The 1991 Plan seeks to accomplish these goals by providing a means
whereby such Employees, Employee Directors and Non-Employee Directors of the
Company and its subsidiaries may be given an opportunity to purchase by way of
option common stock of the Company.
(b) The Company, by means of the 1991 Plan, seeks to secure and retain the
services of such Employees, Employee Directors and Non-Employee Directors of the
Company or any of its subsidiaries, and to provide incentives for such persons
to exert maximum efforts for the success of the Company and its subsidiaries.
(c) The Company intends that the options issued under the 1991 Plan shall,
in the discretion of the Board of Directors of the Company (the "Board") or any
committee to which responsibility for administration of the 1991 Plan has been
delegated pursuant to subparagraph 2(d), be either incentive stock options as
that term is used in Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code") or any successor thereto ("incentive stock options"), or
options which do not qualify as incentive stock options ("nonqualified stock
options"). All options shall be separately designated as incentive stock options
or nonqualified stock options at the time of grant, and a separate certificate
or certificates shall be issued for shares purchased on the exercise of each
type of option.
2. ADMINISTRATION.
(a) The 1991 Plan shall be administered by the Board unless and until the
Board delegates administration to a committee ("Committee"), as provided in
subparagraph 2(d). Board action shall be taken pursuant to a majority vote or
the unanimous written consent of its members.
(b) The Board shall have the power, subject to, and within the limitations
of, the express provisions of the 1991 Plan:
(i) To determine from time to time which of the persons eligible under
the 1991 Plan shall be granted an option; when and how the option shall be
granted; whether the option will be an incentive stock option or a nonqualified
stock option; the provisions of each option granted (which need not be
identical), including, without limitation, the time or times during the term of
each option within which all or portions of such option may be exercised; the
duration of and purposes of leaves of absence which may be granted to
participants without constituting a termination of their employment for purposes
of the 1991 Plan; and the number of shares for which an option shall be granted
to each such person.
(ii) To determine any conditions or restrictions imposed on stock
acquired pursuant to the exercise of an option (including, but not limited to,
repurchase rights, forfeiture restrictions and restrictions on transferability).
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(iii) To construe and interpret the 1991 Plan and the options granted
under it, to construe and interpret any conditions or restrictions imposed on
stock acquired pursuant to the exercise of an option, to define the terms used
herein, and to establish, amend and revoke rules and regulations for its
administration. The Board, in the exercise of this power, may correct any
defect, omission or inconsistency in the 1991 Plan or in any option agreement
in a manner and to the extent it shall deem necessary or expedient to make the
1991 Plan fully effective.
(iv) To cancel, at any time and from time to time, with the consent of
the affected optionee or optionees, any or all outstanding options granted under
the 1991 Plan and the grant and substitution therefor of new options under the
1991 Plan (subject to limitations hereof) covering the same or different number
of shares of stock at an option price per share in all events not less than the
fair market value on the new grant date.
(v) Generally, to exercise such powers and to perform such acts as it
deems necessary or expedient to promote the best interests of the Company.
(c) The Board shall comply with the provisions of Rule 16b-3 promulgated
pursuant to the Securities Exchange Act of 1934, as amended (the "1934 Act") as
in effect from time to time, to the extent applicable to the 1991 Plan.
(d) The Board may delegate administration of the 1991 Plan to a Committee
composed of not fewer than two (2) members of the Board. All of the members of
the Committee shall be "disinterested persons" as provided in Rule
16b-3(c)(2)(i) promulgated pursuant to the 1934 Act. The Committee shall have,
in connection with the administration of the 1991 Plan, the powers theretofore
possessed by the Board as set forth in subparagraph 2(b), subject, however, to
such resolutions, not inconsistent with the provisions of the 1991 Plan, as may
be adopted from time to time by the Board. Any action of the Committee with
respect to administration of the 1991 Plan shall be taken pursuant to a majority
vote or to the unanimous written consent of its members. The Board may abolish
the Committee at any time and revest in the Board the administration of the 1991
Plan.
(e) The determinations of the Board or the Committee on matters referred to
in this paragraph 2 shall be final and conclusive.
3. SHARES SUBJECT TO THE 1991 PLAN.
Subject to the provisions of paragraph 9 relating to adjustments upon
changes in stock, the stock that may be offered pursuant to options granted
under the 1991 Plan shall not exceed the aggregate of 850,000 shares of the
Company's common stock. If any option granted under the 1991 Plan shall for any
reason expire, be canceled or otherwise terminate without having been exercised
in full, the stock not purchased under such option shall again become available
for the 1991 Plan.
4. ELIGIBILITY.
(a) All Employees and Employee Directors of the Company or its subsidiaries
shall be eligible to receive incentive stock options. Non-Employee Directors of
the Company or its subsidiaries shall not be eligible to receive incentive stock
options.
(b) All Employees, Employee Directors and Non-Employee Directors of the
Company or its subsidiaries shall be eligible to receive nonqualified stock
options.
(c) The Company may issue incentive stock options provided that the
aggregate fair market value (determined at the time the incentive stock option
is granted) of the stock with respect to which incentive stock options are
exercisable for the first time by the optionee during any calendar year (under
all incentive stock option plans of the Company) shall not exceed One Hundred
Thousand Dollars ($100,000). Should it be determined that any incentive stock
option granted pursuant to the 1991 Plan exceeds such maximum, such incentive
stock option shall be considered to be a nonqualified option and not to qualify
for treatment as an incentive stock option under Section 422 of the Code to the
extent, but only to the extent, of such excess.
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5. OPTION PROVISIONS.
Each option shall be in such form and shall contain such terms and
conditions as the Board or the Committee shall deem appropriate. The provisions
of separate options need not be identical, but each option shall include
(through incorporation of provisions hereof by reference in the option or
otherwise) the substance of each of the following provisions:
(a) Each option granted and all rights or obligations thereunder by its
terms shall expire on such date as the Board or the Committee may determine as
set forth in such stock option agreement, but not later than ten (10) years from
the date the option was granted and shall be subject to earlier termination as
provided elsewhere in the 1991 Plan. Notwithstanding the foregoing, any
incentive stock option granted to an optionee who owns (or is deemed to own
pursuant to Section 424(d) of the Code) stock possessing more than ten percent
(10%) of the total combined voting power of all classes of stock of the Company
or any of its affiliates shall expire not later than five (5) years from the
date of grant. For purposes of the 1991 Plan, the date of grant of an option
shall be the date on which the Board or the Committee (as the case may be) takes
final action approving the award of the option, notwithstanding the date the
optionee accepts the option, the date of execution of the option agreement, or
any other date with respect to such option.
(b) The exercise price of each option shall be determined by the Board or
the Committee and shall be not less than one hundred percent (100%) of the fair
market value of the stock subject to the option on the date the option is
granted; provided, however, that the purchase price of common stock subject to
an incentive stock option may not be less than one hundred ten percent (110%) of
such fair market value (without regard to any restriction other than a
restriction which, by its terms, will never lapse) where the optionee owns (or
is deemed to own pursuant to Section 424(d) of the Code) stock possessing more
than ten percent (10%) of the total combined voting power of all classes of
stock of the Company. The fair market value of such stock shall be determined by
the Board or the Committee in accordance with any reasonable valuation method,
including the valuation method described in Treasury Regulation Section
20.2031-2.
(c) The purchase price of stock acquired pursuant to an option shall be
paid at the time the option is exercised in cash or check payable to the order
of the Company in an amount equal to the option price for the shares being
purchased, in whole shares of stock of the Company owned by the optionee having
a fair market value on the exercise date (determined by the Board or the
Committee in accordance with any reasonable evaluation method including the
evaluation method described in Treasury Regulation '20.2031-2) equal to the
option price for the shares being purchased, or a combination of stock and cash
or check payable to the order of the Company, equal in the aggregate to the
option price for the shares being purchased. Payments of stock shall be made by
delivery of stock certificates properly endorsed for transfer in negotiable
form. If other than the optionee, the person or persons exercising the option
shall be required to furnish the Company appropriate documentation that such
person or persons have the full legal right and power to exercise the option on
behalf of and for the optionee.
(d) An option by its terms may only be transferred by will or by the laws
of descent and distribution upon the death of the optionee, shall not be
transferable during the optionee's lifetime, and shall be exercisable during the
lifetime of the person to whom the option is granted only by such person.
(e) Subject to subparagraph 5(f) and except as provided in paragraph 10,
each option shall be exercisable in such installments, which need not be equal,
and upon such contingencies as the Board shall determine.
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(f) From time to time during each of such installment periods, the option
may be exercised with respect to some or all of the shares allotted to that
period, and/or with respect to some or all of the shares allotted to any prior
period as to which the option was not fully exercised. During the remainder of
the term of the option (if its term extends beyond the end of the installment
periods), the option may be exercised from time to time with respect to any
shares then remaining subject to the option. The provisions of this subparagraph
5(f) are subject to any option provisions governing the minimum number of shares
as to which an option may be exercised.
(g) The Company may require any optionee, or any person to whom an option
is transferred under subparagraph 5(d), as a condition of exercising any such
option, to give written assurances satisfactory to the Company stating that such
person is acquiring the stock subject to the option for such person's own
account and not with any present intention of selling or otherwise distributing
the stock. The requirement of providing written assurances, and any assurances
given pursuant to the requirement, shall be inoperative if (i) the shares to be
issued upon the exercise of the option have been registered under a then
currently effective registration statement under the Securities Act of 1933, as
amended (the "Securities Act"), or (ii) a determination is made by counsel for
the Company that such written assurances are not required in the circumstances
under the then applicable federal or state securities laws.
(h) If an Employee or Employee Director optionee ceases to be employed by
the Company or its subsidiaries or a Non-Employee Director optionee ceases to
serve as a director of the Company or its subsidiaries, then such optionee's
option shall terminate three (3) months thereafter, and during such three month
period, such option shall be exercisable only as to those shares with respect to
which installments, if any, had accrued as of the date on which the optionee
ceased to be employed by the Company or its subsidiaries or ceased to serve as a
director of the Company or its subsidiaries, unless:
(i) Such termination is due to such person's permanent and total
disability, within the meaning of Section 22(e)(3) of the Code, in which case
the stock option agreement may, but need not, provide that it may be exercised
at any time within one (1) year following such termination of employment or
cessation of directorship, and provided further that if such optionee dies
during such specified period following such termination of employment or
cessation of directorship, then the stock option agreement may, but need not,
provide that such option may be exercised at any specified time up to one (1)
year following the death of the optionee by the person or persons to whom the
optionee's rights under such option pass by will or by the laws of descent and
distribution, but only to the extent that the optionee was entitled to exercise
said option immediately prior to the termination of the optionee's employment or
cessation of the optionee's directorship;
(ii) The optionee dies while in the employ of the Company or its
subsidiaries or while serving as a director of the Company or its subsidiaries
(which shall constitute termination of employment or cessation of directorship),
or within not more than three (3) months after termination of such employment or
cessation of directorship, in which case the option may, but need not, provide
that it may be exercised at any time within one (1) year following the death of
the optionee by the person or persons to whom the optionee's rights under such
option pass by will or by the laws of descent and distribution, but only to the
extent that the optionee was entitled to exercise said option immediately prior
to the termination of optionee's employment or cessation of optionee's
directorship;
(iii) The option by its terms specifies either (a) that it shall
terminate sooner than three (3) months after termination of the optionee's
employment or cessation of the optionee's directorship, or (b) that in the case
of nonqualified stock options it may be exercised more than three (3) months
after termination of the optionee's employment or cessation of the optionee's
directorship, but only to the extent that the optionee was entitled to exercise
said option immediately prior to the termination of optionee's employment or
cessation of optionee's directorship;
(iv) The Employee or Employee Director optionee's employment is
terminated for cause, whereupon the option terminates immediately unless such
termination is waived by the Board or Committee. Termination for cause shall
include termination for malfeasance or gross misfeasance in the performance of
duties, or conviction of illegal activity in connection therewith, conviction
for a felony, or any conduct detrimental to the interests of the Company or any
of its subsidiaries, and the determination of the Board or Committee with
respect thereto shall be final and conclusive; or
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(v) The Employee Director or Non-Employee Director optionee is removed
from the Board of Directors of the Company or any of its subsidiaries for cause,
whereupon the option terminates immediately on the date of such removal. Removal
for cause shall include removal of a director who has been declared of unsound
mind by an order of court or convicted of a felony.
This subparagraph 5(h) shall not be construed to extend the term of any
option or to permit anyone to exercise the option after expiration of its term,
nor shall it be construed to increase the number of shares as to which any
option is exercisable from the amount exercisable on the date of termination of
the optionee's employment.
(i) Options may be exercised by ten (10) days written notice delivered to
the Company stating the number of shares with respect to which the option is
being exercised together with payment for such shares. Not less than ten (10)
shares may be purchased at any one time unless the number purchased is the total
number of shares which may be purchased under the option.
(j) Any option granted hereunder shall provide as determined by the Board
or the Committee for appropriate arrangements for the satisfaction by the
Company or its subsidiaries and the optionee of all federal, state, local or
other income, excise or employment taxes or tax withholding requirements
applicable to the exercise of the option or the later disposition of the shares
of stock thereby acquired. Such arrangements shall include, without limitation,
the right of the Company or any subsidiary thereof to deduct or withhold in the
form of cash or, if permitted by law, shares of stock from any transfer or
payment to an optionee or, if permitted by law, to receive transfers of shares
of stock or other property from the optionee, in such amount or amounts deemed
required or appropriate by the Board or the Committee in its discretion. Any
shares of stock issued pursuant to the exercise of an option and transferred by
the optionee to the Company for purposes of satisfying any withholding
obligation shall not again be available for purposes of the Plan.
6. COVENANTS OF THE COMPANY.
(a) During the terms of the options granted under the 1991 Plan, the
Company shall keep available at all times the number of shares of stock required
to satisfy such options.
(b) The Company shall seek to obtain from each regulatory commission or
agency having jurisdiction over the 1991 Plan or the Company such authority as
may be required to issue and sell shares of stock upon exercise of the options
granted under the 1991 Plan; provided, however, that this undertaking shall not
require the Company to register under the Securities Act either the 1991 Plan,
any option granted under the 1991 Plan or any stock issued or issuable pursuant
to any such option or grant. If the Company is unable to obtain from any such
regulatory commission or agency the authority which counsel for the Company
deems necessary for the lawful issuance and sale of stock under the 1991 Plan,
the Company shall be relieved from any liability for failure to issue and sell
stock upon grant or upon exercise of such options unless and until such
authority is obtained.
(c) The Company shall indemnify and hold harmless the members of the Board
and the Committee in any action brought against any member in connection with
the administration of the 1991 Plan to the maximum extent permitted by then
applicable law, except in the case of willful misconduct or gross misfeasance by
such member in connection with the 1991 Plan and its administration.
7. USE OF PROCEEDS FROM STOCK.
Proceeds from the sale of stock pursuant to options granted under the 1991
Plan shall constitute general funds of the Company.
8. MISCELLANEOUS.
(a) Neither an optionee nor any person to whom an option is transferred
under subparagraph 5(d) shall be deemed to be the holder of, or to have any of
the rights of a holder with respect to, any shares subject to such option unless
and until such person has satisfied all requirements for exercise of the option
pursuant to its terms.
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(b) Nothing contained in the 1991 Plan, or in any option granted pursuant
to the 1991 Plan, shall obligate the Company or any of its subsidiaries to
employ any employee for any period or interfere in any way with the right of the
Company or any of its subsidiaries to reduce the compensation of any employee.
9. ADJUSTMENTS UPON CHANGES IN STOCK.
If the outstanding shares of the stock of the Company are increased,
decreased, or changed into, or exchanged for a different number or kind of
shares or securities of the Company, without receipt of consideration by the
Company, through reorganization, merger, recapitalization, reclassification,
stock split, stock dividend, stock consolidation, or otherwise, an appropriate
and proportionate adjustment shall be made in the number and kind of shares as
to which options may be granted. A corresponding adjustment changing the number
or kind of shares and the exercise price per share allocated to unexercised
options, or portions thereof, which shall have been granted prior to any such
change shall likewise be made. Any such adjustment, however, in an outstanding
option shall be made without change in the total price applicable to the
unexercised portion of the option but with a corresponding adjustment in the
price for each share subject to the option. Adjustments under this section shall
be made by the Board or the Committee whose determination as to what adjustments
shall be made, and the extent thereof, shall be final and conclusive. No
fractional shares of stock shall be issued under the 1991 Plan on account of any
such adjustment.
10. TERMINATING EVENTS.
Not less than thirty (30) days prior to the dissolution or liquidation of
the Company, or a reorganization, merger, or consolidation of the Company with
one or more corporations as a result of which the Company will not be the
surviving or resulting corporation, or a sale of substantially all the assets of
the Company to another person, or a reverse merger in which the Company is the
surviving corporation but the shares of the Company's stock outstanding
immediately preceding the merger are converted by virtue of the merger into
other property (a "Terminating Event"), the Board or the Committee shall notify
each optionee of the pendency of the Terminating Event. Upon delivery of said
notice, any option granted prior to the Terminating Event shall be,
notwithstanding the provisions of paragraph 5 hereof, exercisable in full and
not only as to those shares with respect to which installments, if any, have
then accrued, subject, however, to earlier expiration or termination as provided
elsewhere in the 1991 Plan. Upon the date thirty (30) days after delivery of
said notice, any option or portion thereof not exercised shall terminate, and
upon the effective date of the Terminating Event, the 1991 Plan shall terminate,
unless provision is made in connection with the Terminating Event for assumption
of options theretofore granted, or substitution for such options of new options
covering stock of a successor employer corporation, or a parent or subsidiary
corporation thereof, solely at the option of such successor corporation or
parent or subsidiary corporation, with appropriate adjustments as to number and
kind of shares and prices.
11. AMENDMENT OF THE 1991 PLAN.
(a) The Board at any time, and from time to time, except as otherwise
provided in subparagraph 11(c), may amend the 1991 Plan. However, except as
provided in paragraph 9 relating to adjustments upon changes in stock, no
amendment shall be effective unless approved by the vote of a majority of the
outstanding shares of the Company entitled to vote or by the unanimous written
consent of the holders of all outstanding shares of the Company entitled to
vote, within twelve (12) months before or after the adoption of the amendment,
where the amendment will:
(i) Materially increase the number of shares reserved for options
under the 1991 Plan;
(ii) Materially modify the requirements as to eligibility for
participation in the 1991 Plan; or
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(iii) Materially increase the benefits accruing to participants under
the 1991 Plan;
provided, however, that approval at a meeting or by written consent may be
obtained by a lesser degree of shareholder approval if the Board determines, in
its discretion after consultation with the Company's legal counsel, that such
lesser degree of shareholder approval will comply with all applicable laws and
will not adversely affect the qualification of the 1991 Plan under Section 422A
of the Code.
It is expressly contemplated that the Board, in its sole discretion, may amend
the 1991 Plan in any respect the Board deems necessary or advisable to provide
optionees with the maximum benefits provided or to be provided under the
provisions of the Code and the regulations promulgated thereunder relating to
incentive stock options and/or to bring the 1991 Plan and/or options granted
under it into compliance therewith.
(b) Rights and obligations under any option granted pursuant to the 1991
Plan, while the 1991 Plan is in effect, shall not be altered or impaired by
suspension or termination of the 1991 Plan, except with the consent of the
person to whom the stock or option was granted.
(c) The provisions of paragraph 14 may not be amended more than once every
six (6) months other than to comply with changes in the Code, the Employee
Retirement Income Securities Act, or the rules thereunder.
12. TERMINATION OR SUSPENSION OF THE 1991 PLAN.
(a) The Board may suspend or terminate the 1991 Plan at any time. Unless
sooner terminated, the 1991 Plan shall terminate ten years from the Effective
Date (as defined in paragraph 13) of the 1991 Plan. No options may be granted
under the 1991 Plan while the 1991 Plan is suspended or after it is terminated.
(b) Rights and obligations under any option granted pursuant to the 1991
Plan, while the 1991 Plan is in effect, shall not be altered or impaired by
suspension or termination of the 1991 Plan, except with the consent of the
person to whom the stock or option was granted.
13. EFFECTIVE DATE OF PLAN.
The 1991 Plan shall become effective on February 21, 1991 (the "Effective
Date") but no options granted under the 1991 Plan shall be exercised unless and
until the 1991 Plan has been approved by the vote of the holders of a majority
of the outstanding shares of the Company entitled to vote or by the unanimous
written consent of the holders of all of the outstanding shares of the Company
entitled to vote, and, if required, an appropriate permit has been issued by the
appropriate state securities authorities and approval has been obtained from the
appropriate federal or state and/or federal regulatory authorities.
14. OPTIONS TO NON-EMPLOYEE DIRECTORS.
Notwithstanding anything to the contrary stated in this 1991 Plan, Options
to Non-Employee Directors shall be granted, without any further action on the
part of the Board or the Committee, only upon the following terms and
conditions:
(a) Each such person who is a director of the Company on the Effective Date
of the 1991 Plan shall receive non-qualified options to acquire (i) 5,000 shares
of stock of the Company, subject to adjustment as provided in paragraph 9
hereof, on the Effective Date of the 1991 Plan and (ii) after each 12 month
period of continuous service as a director of the Company thereafter, 5,000
shares of stock of the Company, subject to adjustment as provided in paragraph 9
hereof, on the last day of each such period for up to a maximum of four (4) such
periods (each such date shall be deemed a date of grant of the options).
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(b) Each such person who is not a director of the Company on the Effective
Date of the 1991 Plan shall, after each 12 month period of continuous service as
a director of the Company, receive non-qualified options to acquire 5,000 shares
of stock of the Company, subject to adjustment as provided in paragraph 9
hereof, on the last day of each such period for up to a maximum of five (5) such
periods (each such date shall be deemed a date of grant of the options).
(c) Each option shall be exercisable as to one hundred percent (100%) of
the shares of stock of the Company subject to the option immediately on the date
of the grant.
(d) Subject to earlier termination as provided elsewhere in the 1991 Plan,
each option shall expire ten (10) years from the date the option was granted.
(e) The exercise price of each option shall be equal to one hundred percent
(100%) of the fair market value of the stock subject to the option on the date
the option is granted, which shall be the closing price for the stock of the
Company on the date of such grant or if the date of such grant is not a trading
day, the first immediately preceding trading day. The closing price for any day
shall be the last reported sale price regular way or, in case no such reported
sale takes place on such date, the average of the last reported bid and asked
prices regular way, in either case on the principal national securities exchange
registered under the 1934 Act on which the stock of the Company is admitted to
trading or listed, or if not listed or admitted to trading on any national
securities exchange, the last sale price of the stock of the Company on the
National Association of Securities Dealers National Market System ("NMS") or, if
not quoted in the NMS, the average of the closing bid and asked prices of the
stock of the Company on the National Association of Securities Dealers Automated
Quotation System ("NASDAQ") or any comparable system, or if the stock of the
Company is not listed on NASDAQ or any comparable system, the closing bid and
asked prices as furnished by any member of the National Association of
Securities Dealers, Inc. selected from time to time by the Company for that
purpose.
(f) Each option shall be subject to the other provisions of the 1991 Plan.
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Exhibit 99.1
Press Release
For Immediate Release Contact: D. Linn Wiley
President
Chief Executive Officer
(909)980-4030
CVB Financial Corp. Announces Unfavorable Jury Verdict
Ontario, California, May 8, 1998. CVB Financial Corp. (AMEX/CVB) today
announced that a jury has awarded a judgment against its wholly owned
subsidiary, Citizens Business Bank, in a civil action in the Superior Court of
San Bernardino County, California. The lawsuit relates to the sale of real
estate owned by the Bank.
The total amount of the judgment is approximately $3.7 million. This includes
$2.1 million in compensatory damages and $1.6 million in punitive damages. Linn
Wiley, President and Chief Executive Officer of CVB Financial Corp. said, "We
are shocked and disappointed with the jury's verdict. We do not believe the
verdict is supported by the facts, and it is inconsistent with other findings
made by the jury in the trial. We intend to file a motion requesting the Court
to either set aside the verdict or grant a new trial. In the event this motion
is denied, we plan to file an appeal." A final judgement for the full amount
would reduce the net earnings of the Company by approximately $2.2 million.
CVB Financial Corp. reported net earnings of $17.4 million for the year ending
December 31, 1997. Net earnings for the first quarter ending March 31, 1998 were
$4.8 million. Total assets were $1.3 billion, and stockholder's equity was
$105.1 million.
Citizens Business Bank operates 23 offices in 19 cities throughout the Inland
Empire, San Gabriel Valley and North Orange County. It is the largest bank
headquartered in the Inland Empire region of Southern California. CVB Financial
Corp. common stock is listed on the American Stock Exchange under the ticker
symbol of CVB.
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