UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1995
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____________________ to _________________________
Commission File No. 2-76003
BAY AREA BANCSHARES
(Exact name of registrant as specified in its charter)
California 94-2779021
(State or other jurisdiction of IRS Employer
incorporation or organization) (Identification No.)
900 Veterans Boulevard, Redwood City, CA 94063
(Address of principal executive office (Zip Code)
(415) 367-1600
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES X NO
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. YES X NO Aggregate market value of the voting stock held by
non-affiliates of the Registrant at March 15, 1996: $ 7,447,000 .
Number of shares of Common Stock outstanding at March 15, 1996: 832,138
DOCUMENTS INCORPORATED BY REFERENCE: NONE
<PAGE>
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
(a) 1. Financial Statements.
Reference Page
Report of Independent Auditors:
Ernst & Young....................................................
Consolidated Financial Statements of
Bay Area Bancshares and Subsidiaries:............................
Consolidated Balance Sheets as
of December 31, 1995 and 1994: ..................................
Consolidated Statements of
Income for the Years Ended
December 31, 1995, 1994 and 1993: ................................
Consolidated Statements of Changes
in Shareholders' Equity for the
Years Ended December 31, 1995, 1994, and 1993: ...................
Consolidated Statements of Cash
Flows for the Years Ended
December 31, 1995, 1994, and 1993: ...............................
Notes to Consolidated Financial Statements:.......................
2
<PAGE>
2. Financial Statement Schedules. In accordance with the rules of Regulation
S-X, schedules are not submitted because (a) they are not applicable to or
required of the Company, or (b) the information required to be set forth therein
is included in the financial statements or footnotes thereto.
3. Exhibits. Management contracts and compensation plans are identified
with a number sign ("#").
Exhibit
Number
3.1 Restated Articles of Incorporation of Company1
3.2 Amendment to Restated Articles of
Incorporation2
3.3 Bylaws of Company, as amended3
3.4 Amendment to Bylaws of Company3
4.1 Certificate of Determination of Preferred Stock4
10.3 Lease Entered Into By and Between
Alan B. Miller and Bay Area Bank5
10.4 # Employment Agreement Between John O. Brooks,
Bay Area Bancshares and Bay Area Bank dated
as of September 2, 19925
10.8 # 1993 Stock Option Plan6
10.9 # Forms of Stock Option Agreements6
10.11 #Director Emeritus Agreement Bay Area Bank and James E.
Burney dated March 21, 1995 (filed with original Form 10-K).
10.12 #Director Emeritus Agreement Bay Area Bank and Alan Miller
dated May 16, 1995 (filed with original Form 10-K).
3
<PAGE>
10.13 Commercial Lease between Nine C Corporation dated June 30,
1995 for the Bank's primary facility (filed with original
Form 10-K).
10.14 Commercial Lease between Nine C Corporation dated November
30, 1995 for the Bank's Mortgage Department (filed with
original Form 10-K).
22 The only significant subsidiary of the Company is Bay Area
Bank--100%-owned subsidiary incorporated in the State of
California. Bay Area Bank owns 100% of Bay Counties Builders
Escrow, Inc., an inactive California corporation.
23 Consent of Ernst & Young LLP (filed with this amendment).
27 Financial Data Schedule (filed with this amendment).
- -------------------
1 Filed as Exhibits 3.1, to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1988.
2 Filed as Exhibit 3.2 to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1989.
3 Filed as Exhibits 3.2, and 3.3, respectively, to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1987.
4 Filed as Exhibits 4.1, to the Company's Current Report on Form 8-K filed
September 15, 1988.
5 Filed as Exhibits 10.4 and 10.5, respectively, to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1991.
6 Filed as Exhibits 10.8, 10.9 and 10.10 to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1993.
(b) Reports on Form 8-K.
No reports on Form 8-K were filed during the fourth quarter.
4
SIGNATURES
Pursuant to the requirements of section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
DATE: March 29, 1996
BAY AREA BANCSHARES
By /s/ John O. Brooks
John O. Brooks, Director, Executive
Vice President
Chief Operating Officer
5
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration STatement
Number 33-78942 on Form S-8 dated April 26, 1994 pertaining to the Bay Area
Bancshares 1993 Stock Option Plan of our report dated January 19, 1996, with
respect to the consolidated financial statements of Bay Area Bancshares
included in its Annual Report on Form 10-K for the year ended December 31,
1995.
/s/ Ernst & Young LLP
San Francisco, California
March 27, 1996
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
This Schedule contains summary financial information extracted from the Balance
Sheet and Statement of Income and is qualified in its entirety by reference to
such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> Year
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<CASH> 8,276
<INT-BEARING-DEPOSITS> 103
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0
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<COMMON> 4,053
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