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Previous: CENTURION T A A FUND INC, NSAR-A, 1996-08-26 |
Next: MAXIM SERIES FUND INC, 485BPOS, 1996-08-26 |
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report August 23, 1996
CU BANCORP
(Exact name of registrant as specified in its charter)
California 0-11008 95-3657044
(state or other Commission IRS Tax
jurisdiction of File Number Identification No.
incorporation)
16030 Ventura Boulevard, Encino, California 91436
(Address of Principal Executive Offices) (Zip Code)
N/A
(former name or former address if changed since last report)
Registrant's telephone number, including area code (818) 907-9122
<PAGE> 1
Item 2. Acquisition or Disposition of Assets
On August 9, 1996, the Registrant completed the merger of Home Interstate
Bancorp with and into Registrant and the merger of Registrant's sole subsidiary
California United Bank, N.A. with and into Home Bank. The articles of
incorporation of Home Bank were amended to name the subsidiary California United
Bank, a California state chartered bank. Information as to these mergers was
previously reported in the Registrants' Registration Statement on Form S-4,
Registration Number 333-02777, which is incorporated herein by reference (the
Proxy/Prospectus").
For a discussion of the terms and conditions of the transaction and this pricing
mechanism, reference is made to the Proxy/Prospectus. Upon consummation of the
merger, each outstanding share of common stock, no par value, of Home Bancorp
was converted into the right to receive 1.409 shares of CU Bancorp common stock,
without par value, in an exchange intended to be tax free except to the extent
of any cash received in exchange for fractional shares. Cash will be paid for
fractional shares at the rate of $11.111 per share.
All former offices of Home Bank will operate under the name California United
Bank as branch offices.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Business acquired.
1. Financial Statements as filed on registrant's Form S-4,
Registration Number 333-2777, incorporated herein by reference.
(b) Pro Forma Financial Statements
(1) Unaudited Pro Forma Combined Financial information as of
March 31, 1996, incorporated herein by reference as previously
reported on Form S-4 Registration Number 333-02777.
(2) Unaudited Pro Forma Combined Financial information as of
June 30, 1996. Page 5
(c) Exhibits
1.0 Proxy/Prospectus, dated June 10, 1996 as filed in Registrant's
Registration Statement on Form S-4, Registration Number 333-02777, which is
incorporated herein by reference.
2.0 Registration Statement on Form S-4 filed May 23, 1996, Registration
Number 333-02777, incorporated herein by reference.
3.0 Unaudited Pro Forma Combined Financial information as of June 30,
1996, Page 5
<PAGE> 2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant had duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: August 26, 1996 CU BANCORP
PATRICK HARTMAN, CHIEF FINANCIAL OFFICER
<PAGE> 3
Exhibit Index to 8-K
Exhibit No. Exhibit
1.0 Proxy/Prospectus, dated June 10, 1996 as filed
in
Registrant's Registration Statement on Form S-
4, Registration Number 333-02777, which is
incorporated herein by reference.
2.0 Registration Statement on Form S-4 filed May 23,
1996, Registration Number 333-02777, incorporated
herein by reference.
3.0 Unaudited Pro Forma Combined Financial information
as of June 30, 1996.
Page 5
<PAGE> 4
PRO FORMA FINANCIAL DATA
Unaudited Pro Forma Combined Financial Information
The following Unaudited Pro Forma Combined Balance Sheet as of June 30,
1996 and Unaudited Pro
Forma Combined Statements of Income for the quarter ended June 30, 1996 and the
years ended December 31,1993, 1994 and 1995 have been prepared to reflect the
effects of the Merger on the historical results of CU Bancorp. The Unaudited
Pro Forma Combined Balance Sheet has been prepared as if the Merger occurred on
June 30, 1996. The Unaudited Pro Forma Combined Statements of Income have been
prepared as if the Merger occurred on January 1, 1993. The pro forma financial
information set forth below is unaudited and not necessarily indicative of the
results that will actually occur in the future.
The pro forma financial statements reflect CU Bancorp's acquisition of
Corporate Bank which was completed on January 12, 1996. The Unaudited Pro Forma
Combined Statements of Income have been prepared as if the Corporate Bank
acquisition occurred on January 1, 1993.
<TABLE>
<CAPTION>
Unaudited Pro Forma Combined Financial Summary
(Dollars in thousands, except per share amounts)
Combined June 30, 1996 1995 1994 1993
Period End Balances:
<S> <C> <C> <C> <C>
Securities held to maturity $107,901 $79,867 $76,333 $97,148
Securities available for sale 102,496 131,336 173,831 121,121
Net loans 470,204 437,285 414,800 384,692
Total earning assets 702,101 708,687 693,264 662,949
Total assets 816,478 819,955 813,849 755,687
Total deposits 711,025 714,664 717,635 650,675
Total shareholders' equity 92,027 88,385 82,390 82,029
Consolidated Operating Results:
Net interest income $22,032 $44,382 $41,443 $40,576
Non-interest income 3,873 7,822 10,624 35,022
Provision for loan losses 350
3,069 1,934 2,065
Non-interest expense 19,656 39,776 42,085 66,003
Net income 3,351 6,087 5,143 3,840
Common Share Data:
Fully diluted income per share $0.29 $0.53 $0.46 $0.35
Cash dividends per common share 0.09 0.18 0.10 0.08
Book value per share 8.38 7.72 7.36 7.40
Fully diluted shares 11,392 11,456 11,192 11,089
</TABLE>
<PAGE> 5
<TABLE>
<CAPTION>
Unaudited Combined Balance Sheet
As of June 30, 1996
(Dollars in thousands, except per share amounts)
CU
BANCORP
& HOME
CU Home BANCORP
BANCORP BANKCORP ADJUSTMENTS COMBINED
ASSETS
<S> <C> <C> <C> <C>
Cash and due from banks $33,272 $41,211 $74,483
Federal funds sold 15,500 6,000 21,500
Securities held to maturity 77,423 30,478 107,901
Securities available of sale 4,270 98,226 102,496
Loans, net 236,463 233,741 470,204
Premises and equipment 1,551 14,419 15,970
Other real estate owned 298 2,220 2,518
Goodwill 2,313 0 2,313
Other assets 10,029 9,064 19,093
TOTAL ASSETS $381,119 $435,359 $816,478
LIABILITIES
Demand deposits $117,655 $135,613 $253,268
Interest bearing deposits 213,069 244,688 457,757
TOTAL DEPOSITS 330,724 380,301 711,025
Other Liabilities 11,573 2,653 (800) (5) 13,426
TOTAL LIABILITIES 342,297 382,954 724,451
CAPITAL 38,822 52,405 800 92,027
TOTAL LIABILITIES AND
CAPITAL $381,119 $435,359 $ 0 $816,478
</TABLE>
<PAGE> 6
<TABLE>
<CAPTION>
UNAUDITED PRO FORMA COMBINED INCOME STATEMENT
FOR THE QUARTER ENDED JUNE 30, 1996
(Dollars in thousands, except per share amounts)
CU
BANCORP &
HOME
CU HOME BANCORP
BANCORP BANCORP ADJUSTMENTS COMBINED
<S> <C> <C> <C> <C>
Interest and fees on loans and leases $11,887 $11,857 $23,744
Interest on investment securities 1,985 3,836 5,821
Interest on federal funds sold 684 367 1,051
TOTAL INTEREST INCOME 14,556 16,060 30,616
Interest on deposits 4,794 3,790 8,584
Net interest income 9,762 12,270 22,032
Provision for loan loss 0 350 350
Net revenue from earning assets 9,762 11,920 21,682
Non interest income 1,318 2,555 3,873
Non interest expense 8,647 11,009 19,656
Income before taxes 2,433 3,466 5,899
Taxes on income 1,073 1,475 2,548
NET INCOME $ 1,360 $ 1,991 $0 $3,351
Earnings per share $ 0.29
Weighted average shares outstanding 11,392
</TABLE>
<PAGE> 7
<TABLE>
<CAPTION>
UNAUDITED PRO FORMA COMBINED INCOME STATEMENT
FOR THE YEAR ENDED DECEMBER 31, 1995
(Dollars in thousands, except per share amounts)
CU CU
BANCORP BANCORP &
& HOME
CU CORPORATE CORPORATE HOME BANCORP
BANCORP BANK ADJUSTMENTS COMBINED BANCORP ADJUSTMENTS COMBINED
<S> <C> <C> <C> <C> <C> <C> <C>
Interest and fees on loans and leases $18,693 $4,932 $23,625 $22,643 $ 46,268
Interest on investment securities 3,818 209 4,027 8,389 12,416
Interest on time certificates of deposit 2 28 30 1 31
Interest on federal funds sold 1,893 429 2,322 618 2,940
TOTAL INTEREST INCOME 24,406 5,598 30,004 31,651 61,655
Interest on deposits 8,870 1,248 10,118 7,155 17,273
Net interest income 15,536 4,350 19,886 24,496 44,382
Provision for loan loss 0 969 969 2,100 3,069
Net revenue from earning assets 15,536 3,381 18,917 22,396 41,313
Non interest income 2,065 531 2,596 5,226 7,822
Non interest expense 12,554 4,492 $231 (1) 17,277 22,499 39,776
Income before taxes 5,047 (580) 4,236 5,123 9,359
(231)
Taxes on income (loss) 2,153 (240) 1,913 1,359 3,272
NET INCOME (LOSS) $2,894 $ (340) $(231) $2,323 $3,764 $0 $ 6,087
Earnings per share $ 0.53
Weighted average shares outstanding (2) 11,456
</TABLE>
<TABLE>
<CAPTION>
UNAUDITED PRO FORMA COMBINED INCOME STATEMENT
FOR THE YEAR ENDED DECEMBER 31, 1994
(Dollars in thousands, except per share amounts)
CU CU
BANCORP BANCORP &
& HOME
CU CORPORATE CORPORATE HOME BANCORP
BANCORP BANK ADJUSTMENTS COMBINED BANCORP ADJUSTMENTS COMBINED
<S> <C> <C> <C> <C> <C> <C> <C>
Interest and fees on loans and leases $14,036 $5,524 $19,560 $ 19,928 $ 39,488
Interest on investment securities 2,966 258 3,224 8,249 11,473
Interest on time certificates of deposit 39 99 138 5 143
Interest on federal funds sold 918 370 1,288 801 2,089
TOTAL INTEREST INCOME 17,959 6,251 24,210 28,983 53,193
Interest on deposits 4,078 1,257 5,335 6,415 11,750
Net interest income 13,881 4,994 18,875 22,568 41,443
Provision for loan loss 0 1,134 1,134 800 1,934
Net revenue from earning assets 13,881 3,860 17,741 21,768 39,509
Non interest income 5,408 637 6,045 4,579 10,624
Non interest expense 14,735 5,260 $231 (1) 20,226 21,859 42,085
Income before taxes 4,554 (763) 3,560 4,488 8,048
(231)
Taxes on income (loss) 1,980 (244) 1,736 1,169 2,905
NET INCOME (LOSS) $ 2,574 $(519) $(231) $ 1,824 $ 3,319 $ 0 $ 5,143
Earnings per share $ 0.46
Weighted average shares outstanding (2) 11,192
</TABLE>
<PAGE> 8
<TABLE>
<CAPTION>
UNAUDITED PRO FORMA COMBINED INCOME STATEMENT
FOR THE YEAR ENDED DECEMBER 31, 1993
(Dollars in thousands, except per share amounts)
CU CU
BANCORP BANCORP &
& HOME
CU CORPORATE CORPORATE HOME BANCORP
BANCORP BANK ADJUSTMENTS COMBINED BANCORP ADJUSTMENTS COMBINED
<S> <C> <C> <C> <C> <C> <C> <C>
Interest and fees on loans and leases $16,487 $6,803 $23,290 $20,671 $43,961
Interest on investment securities 1,558 181 1,739 5,905 7,644
Interest on time certificates of deposit 123 90 213 0 213
Interest on federal funds sold 454 261 715 542 1,257
TOTAL INTEREST INCOME 18,622 7,335 25,957 27,118 53,075
Interest on deposits 4,191 1,572 5,763 6,736 12,499
Net interest income 14,431 5,763 20,194 20,382 40,576
Provision for loan loss 450 865 1,315 750 2,065
Net revenue from earning assets 13,981 4,898 18,879 19,632 38,511
Non interest income 26,423 841 27,264 7,758 35,022
Non interest expense 36,883 5,539 $231 (1) 42,653 21,550 $1,800(4) 66,003
Income before taxes 3,521 200 3,490 5,840 7,530
(231) (1,800)
Taxes on income (loss) 1,423 52 (3) 1,475 2,215 3,690
NET INCOME (LOSS) $2,098 $148 $(231) $2,015 $3,625 $(1,800) $3,840
Earnings per share $0.35
Weighted average shares outstanding (2) 11,089
</TABLE>
Notes:
1. The only adjustment to the pro forma combined statements of income is the
assumed amortization of goodwill generated by the Corporate Bank merger
transaction. Goodwill of $2,312,000 amortized over the full years of 1993,
1994 and 1995, assuming a ten-year life, would have generated $231,000 of
expense annually. No adjustments have been made for any operational
synergies that may occur as a result of the Merger.
2.Pro forma earnings per share for the year ended December 31, 1993 were
calculated based on CU Bancorp's 4,490,000 weighted average shares outstanding
plus 649,000 shares assumed to be issued in the Corporate Bank merger
transaction and 5,950,000 shares issued in the Merger. Pro Forma earnings per
share for the year ended December 31, 1994 were calculated based on CU
Bancorp's 4,593,000 weighted average shares outstanding plus 649,000 shares
assumed to be issued in the Corporate Bank merger transaction and 5,950,000
shares issued in the Merger. Pro forma earnings per share for the year ended
December 31, 1995 were calculated based on CU Bancorp's 4,857,000 weighted
average shares outstanding plus 649,000 shares assumed to be issued in the
Corporate Bank merger transaction and 5,950,000 shares issued in the Merger.
Proforma earnings per share for the quarter ended June 30, 1996 were
calculated based on CU Bancorp's 5,587,695 weighted average shares outstanding
plus 5,950,000 issued in the Merger. There is no difference for this entity
between fully diluted and primary earnings per share.
3.Corporate Bank's taxes on income in 1993 includes a $42,000 cumulative
adjustment for the effect of a change in accounting for income taxes which
represents $.0038 per share.
4.Acquisition expense related to the Merger including investment banker fees,
attorney fees, filing expenses and expenses associated with the Retention
Agreements.
<PAGE> 9
5.Expenses related to the Retention Agreements entered into within ten key
employees.
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