STERLING WEST BANCORP
10-Q, 1996-08-14
STATE COMMERCIAL BANKS
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<PAGE>   1





                                 UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10Q
(Mark One)

X   Quarterly Report Under Section 13 Or 15(d) Of  The Securities Exchange Act
of 1934 For the quarterly period ended June 30, 1996

                                       OR

___Transition Report Pursuant to Section 13 or 15 (d) of the Securities
Exchange Act of 1934 For the transition period from ___________ to_________

                         Commission file number 0-10794

                             STERLING WEST BANCORP
             (Exact name of registrant as specified in its charter)

           California                                         95-3712404
  (State or other jurisdiction of                          (I.R.S. Employer
  incorporation or organization)                          Identification No.)

           3287 Wilshire Boulevard, Los Angeles, California 90010  
                    (Address of principal executive offices)

                                 (213) 384-4444
              (Registrant's telephone number, including area code)

Indicate by check 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 _________

                                   1,710,214

(Number of shares of common stock outstanding August  13, 1996)

This Form 10Q contains ___ pages.

Exhibit Index None
<PAGE>   2


PART I: FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENT

                    Sterling West Bancorp and Subsidiaries
                          CONSOLIDATED BALANCE SHEETS



<TABLE>
<CAPTION>
                                                             June 30,           
                                                               1996              December 31,
                                                           (Unaudited)               1995
                                                           ------------           -----------
<S>                                                         <C>                   <C>  
ASSETS                                               
Cash and cash equivalents                                   $21,143,000           $36,072,000
Investment securities held to maturity
  (fair value of $7,032,000 in 1996 and
   $7,664,000 in 1995)                                        7,147,000             7,614,000

Trading account assets                                          881,000                    --

Loans receivable, net                                        71,788,000            70,896,000
Real estate held for sale                                     1,337,000             4,409,000
Fixed assets
      Land and building                                         227,000               227,000
      Furniture and equipment                                 3,106,000             2,972,000
      Leasehold improvements                                  1,408,000             1,411,000
                                                           ------------          ------------
                                                              4,741,000             4,610,000
         Less accumulated depreciation                      (3,509,000)           (3,395,000)
                                                           ------------          ------------
                                                              1,232,000             1,215,000

Accrued interest receivable                                     660,000               725,000
Other assets                                                  1,630,000             1,488,000
                                                           ------------          ------------
                                                           $105,818,000          $122,419,000
                                                           ============          ============
LIABILITIES

Deposits
     Demand                                                 $29,187,000           $37,598,000
     Savings and NOW                                         52,134,000            61,316,000
     Money market                                             5,873,000             6,990,000
     Time deposits $100,000 or greater                        6,170,000             3,281,000
     Other time deposits                                      3,140,000             3,191,000
                                                           ------------          ------------
                                                             96,504,000           112,376,000

Notes payable                                                   367,000             1,372,000
Other liabilities                                             1,754,000             1,753,000
                                                           ------------          ------------
                                                             98,625,000           115,501,000

Commitments and contingencies

STOCKHOLDERS' EQUITY
         Common stock - authorized 5,000,000
           shares without par value; issued and               8,686,000             8,686,000
           outstanding 1,710,214 shares in 1996 and 1995     (1,493,000)           (1,768,000)
                                                           ------------          ------------
         Accumulated deficit, restricted                      7,193,000             6,918,000
                                                           ------------          ------------
                                                           $105,818,000          $122,419,000
                                                           ============          ============
</TABLE>


See accompanying notes to consolidated financial statements.




                                       2
<PAGE>   3

PART I: FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS

                     Sterling West Bancorp and Subsidiaries
                     CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                  For three months ended June 30,      For six months ended June 30,

                                                                    1996                 1995                1996             1995
                                                                  ---------           ----------        -----------      ----------
<S>                                                               <C>                 <C>               <C>              <C>
Interest income
         Loans                                                   $1,925,000           $3,238,000        $3,889,000       $6,325,000
         Federal funds sold                                         203,000              147,000           378,000          299,000
         Investment securities held to maturity                     111,000              150,000           226,000          247,000
         Trading account assets                                      10,000                   --            10,000               --
                                                                 ----------           ----------        ----------       ----------
                                                                  2,249,000            3,535,000         4,503,000        6,871,000
Interest expense
         Savings and NOW                                            512,000              656,000         1,051,000        1,314,000
         Money Market                                                30,000               34,000            40,000           77,000
         Time deposits $100,000 or greater                           56,000               44,000           121,000           70,000
         Other time deposits                                         43,000               41,000            60,000           85,000
         Notes payable                                               10,000              419,000            36,000          793,000
                                                                 ----------           ----------        ----------       ----------
                                                                    651,000            1,194,000         1,308,000        2,339,000
                                                                 ----------           ----------        ----------       ----------

         Net interest income                                      1,598,000            2,341,000         3,195,000        4,532,000
Provision for loan losses                                           120,000                  ---           181,000          200,000
                                                                 ----------           ----------        ----------       ----------
Net interest income after provision for loan losses               1,478,000            2,341,000         3,014,000        4,332,000


Non-interest income
         Service charges on deposit accounts                        200,000               88,000           295,000          162,000
         Gain on sale of SBA loans                                   11,000               82,000            11,000          103,000
         Other                                                      448,000              143,000           549,000          291,000
                                                                 ----------           ----------        ----------       ----------
                                                                    659,000              313,000           855,000          556,000
Non-interest expenses
         Salaries, wages and employee benefits                      740,000            1,177,000         1,525,000        2,286,000
         Occupancy                                                  206,000              216,000           427,000          411,000
         Furniture and equipment                                     75,000               86,000           132,000          172,000
         Real estate operations, net                                135,000              187,000           269,000          272,000
         Other                                                      562,000            1,154,000         1,031,000        1,702,000
                                                                 ----------           ----------        ----------       ----------
                                                                  1,718,000            2,820,000         3,384,000        4,843,000

Income before income taxes                                          419,000            (166,000)           485,000           45,000
Income taxes provision                                              180,000              116,000           210,000          200,000
                                                                 ----------           ----------        ----------       ----------
Net Income (loss)                                                   239,000            (282,000)           275,000        (155,000)
                                                                 ==========           =========          =========       =========
     Net income (loss) per share                                      $0.14             $ (0.16)             $0.16          $(0.09)
                                                                 ==========           =========          =========       =========
</TABLE>


See accompanying notes to consolidated financial statements.





                                       3
<PAGE>   4



PART I: FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS

                     Sterling West Bancorp and Subsidiaries
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                            For the six  months ended June 30,
                                                                                1996                  1995
                                                                             ---------           ------------  
<S>                                                                          <C>                 <C>
Cash flows from operating activities                                         
     Net income                                                               $275,000            $ (155,000)
     Adjustments to reconcile net loss to
         net cash provided by operating activities:                        
     Depreciation                                                              115,000                176,000
     Provision for loan losses                                                 181,000                200,000
     Provision for deferred taxes                                                   --                514,000
     Real estate valuation adjustments, net                                    800,000                347,000
     Increase in trading securities, net                                      (881,000)                    --
     Decrease in accrued interest receivable                                    64,000                 49,000
     (Increase) decrease in other assets                                      (142,000)               943,000
     Increase in other liabilities                                             22,000                575,000
                                                                           -----------            ----------- 
         Total adjustments                                                     159,000              2,804,000
                                                                           -----------            ----------- 
             Net cash provided by operating activities                         434,000              2,649,000
                                                                              
Cash flows from investing activities
     Proceeds from maturities of investment securities                         448,000              1,096,000
     Purchase of investment securities                                              --             (1,186,000)
     Net (increase) decrease in loans                                         (90,000)              1,182,000
     Proceeds from sale of real estate                                       1,288,000              1,080,000
     Purchase of furniture and equipment                                      (132,000)              (245,000)
                                                                           -----------            ----------- 
         Net cash provided by investing activities                           1,514,000              1,927,000

Cash flows from financing activities
     Net decrease in demand deposits,                                   
       savings and other money market accounts                            (18,709,000)            (9,324,000)
     Net decrease in certificates of deposit                                 2,838,000                 17,000
     Net increase (decrease) in note payable to
       financial institution                                               (1,006,000)              1,662,000
     Payments on maturing promissory notes                                          --                (54,000)
                                                                           -----------            ----------- 
         Net cash used in financial activities                             (16,877,000)            (7,699,000)
                                                                           -----------            ----------- 

Net decrease in cash and cash equivalents                                  (14,929,000)            (3,123,000)
Cash and cash equivalents at beginning of period                            36,072,000             20,399,000
                                                                           -----------            ----------- 
Cash and cash equivalents at end of period                                  21,143,000             17,276,000
                                                                           ===========            ===========

</TABLE>


See accompanying notes to consolidated financial statements.





                                       4
<PAGE>   5


PART I: FINANCIAL INFORMATION

Notes to consolidated financial statements

June 30, 1996


1. The consolidated financial statements for the six months ended June 30, 1996
and 1995 of  Sterling West Bancorp (the Company) are unaudited and reflect all
adjustments and reclassifications which are, in the opinion of management,
necessary for a fair presentation of the results of operations for the interim
period. The Company is the holding company for Sterling Bank (the Bank). The
results of operations and cash flows for the interim period ended June 30, 1996
are not necessarily indicative of results which may be expected for any interim
period or the year as a whole. Certain reclassifications have been made in the
1995 consolidated financial statements to conform to the June 30, 1996
presentation.

2.    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 and Management does not expect
any loss to result from such commitments. As of June 30, 1996 and December 31,
1995 the Company had entered into the following commitments:

<TABLE>
<CAPTION>
                                                   June 30,                  December 31,
                                                     1996                        1995
                                                 -----------------------------------------
<S>                                              <C>                          <C>
Letters of Credit                                  $431,000                      $840,000
Undisbursed Loan Commitments                     $8,021,000                   $10,391,000
</TABLE>

3.   Earnings per share amount have been computed using the weighted average
number of common shares and dilutive common equivalent shares outstanding.  The
number of such primary shares are 1,710,214 at June 30, 1996 and December 31,
1995.


4.    The cash and cash equivalents in June 30, 1996 and December 31, 1995 are
      as follows:

<TABLE>
<CAPTION>
                                                   June 30,                  December 31,
                                                     1996                        1995
                                                  ---------------------------------------
<S>                                               <C>                         <C>
Cash & Non interest bearing deposits               $5,662,000                 $12,072,000
Federal funds sold                                $15,481,000                 $24,000,000
</TABLE>





                                       5
<PAGE>   6
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

Management's Discussion and Analysis of Financial Condition and Results of
Operations is intended to provide a better understanding of the material
changes in trends relating to the financial condition, results of operations,
and liquidity of the Company. The discussion and analysis for the second
quarter and six months ended June 30, 1996 primarily reflect the operations of
the Bank.  The financial  results of the second quarter and six months ended
June 30, 1995 included income earned by the formerly active subsidiary,
Sterling Business Credit, Inc.  ("Business Credit").  The few remaining assets
of Business Credit made no contribution to results in the second quarter and
six months of 1996.  The Bank and Business Credit are wholly-owned subsidiaries
of the Company. Unless otherwise specified, the discussion below relates to the
Company's consolidated financial condition and operations.

During the second quarter of 1996, the Company had net income of $239,000 as
compared to a net loss of $282,000 in the second  quarter of 1995.  For the six
months ended June 30, 1996 the Company had net income of $275,000 as compared
to a net loss of $155,000 for the period of 1995. The improved results during
the 1996 period relates primarily to an increase in non-interest income,
attributable to a nonrecurring event. The results of operations during 1996
also reflect a continued reduction in non-interest expenses. In addition, the
Bank continues to liquidate its real estate held for sale, and eliminate
certain costs associated with maintaining those assets.

FINANCIAL CONDITION

Assets

At June 30, 1996, assets of the Company were $105,818,000, a decrease of
$16,601,000 or 13.6% from  $122,419,000 at December 31, 1995.  The significant
change in  assets was primarily attributable to a decrease  in cash and cash
equivalents  and a reduction in real estate held for sale. Cash and cash
equivalents decreased  $15 million to $21.1 million at June 30, 1996 compared
to $36.1 million at December 31, 1995. The reduction is primarily the result of
the asset-liability management process at the Bank , which is used to
accommodate changes in loan demand and core deposit levels.

At June 30, 1996,  the Company had $1.3 million of real estate held for sale, a
70% reduction from December 31, 1995, and a 78% reduction from the same period
in 1995. With the continued liquidation of real estate held for sale, comes the
elimination of certain costs associated with maintaining those assets, which in
the past have been substantial. All real estate held for sale, comprised of 8
properties, at June 30, 1996, are stated at the  estimated fair value less
estimated selling costs.  Management expects that further foreclosures may
occur and no assurance can be given that additional losses will not occur in
excess of existing allowances.

Nonperforming assets, consisting of nonaccrual loans and real estate held for
sale, amounted to $3.6 million at June 30, 1996 compared to $7.0 million at
December 31, 1995 and $7.9 million at June 30, 1995. Nonaccrual loans amounted
to $2.2 million at June 30, 1996 as compared to $2.6 million at December 31,
1995 and $1.8 million at June 30, 1995. Real estate held for sale decreased
from $6.1 million at June 30, 1995 and $4.4 million at December 31, 1995, to
$1.3 million at June 30, 1996.





                                       6
<PAGE>   7
Sources of Funds

Total deposits decreased 14.1% to $96.5 million at June 30, 1996 from $112.4
million at December 31, 1995. The decrease was primarily the result of lower
demand deposits and Savings and NOW deposits, which reflect what management
believes to be normal fluctuations in these accounts and the effect of the
Banks asset-liability management process which serves to accommodate the
reduced  funding needs of the Bank.

There are statutory and regulatory limitations on the amount of dividends which
may be paid to the Company by the Bank. At June 30, 1996 the Bank is prohibited
from paying dividends under these provisions. The Bank is also prohibited from
paying cash dividends to the Company under the terms of a memorandum of
understanding with the FDIC  (the "FDIC Memorandum") and the SBD (the "SBD
Memorandum") unless the payment is approved in advance by the Regional Director
of the FDIC and the State Superintendent of Banks.  Please see "CAPITAL
RESOURCES"  below for a discussion of the terms of the FDIC Memorandum and the
SBD Memorandum.

RESULTS OF OPERATIONS

Net Income (Loss)

During the second quarter of 1996, the Company had net income of $239,000 as
compared to a net loss  of $282,000 for the second quarter 1995.  For the six
months ended June 30, 1996 the Company had net income of $275,000 as compared
to a net loss of $155,000 for the period of 1995. The improved results during
the 1996 period relates primarily to an increase in non-interest income,
attributable to a nonrecurring event. The results of operations during 1996
also reflect a continued reduction in non-interest expense.

Net Interest Income

Net interest income is the difference between interest and fees earned on
earning assets and interest paid on deposits and other sources of funds.  Net
interest income decreased 32% for the second quarter of 1996 as compared to the
second quarter of 1995. The decrease was due primarily to a $1.4 million
reduction in interest income from loans offset by a $0.4 million reduction in
interest expense on notes payable, for the second quarter of 1996 as compared
to the same period in 1995.  Net interest income for the second quarter of 1995
included $0.9 million of net interest income from  Business Credit loans, most
of which were sold during the third quarter of 1995.  Net interest income
remained relatively unchanged when the  Business Credit net interest income is
excluded from the second quarter of 1995.

Net interest income decreased 30% for the six months  ended June 30, 1996 as
compared to the same period in 1995. The decrease relates primarily to lower
loan volume in 1996 and lower interest expense on Notes payable, all of which
related to Business Credit assets included in the 1995 net interest income.





                                       7
<PAGE>   8
Allowance and Provision for Loan Losses

The provision for loan losses is determined by management based upon the
Company's loan loss experience, the performance of loans in the Company's
portfolio, the quality of loans in the Company's portfolio, evaluation of
collateral for such loans, the economic conditions affecting collectibility of
loans, the prospects and financial condition of the respective borrowers or
guarantors and such other factors which in management's judgment deserve
recognition in the estimation of probable loan losses. In addition, regulatory
agencies, as an integral part of their examination process, periodically review
the Bank's allowance for loan losses. Such agencies may require the Bank to
recognize additions to the allowance or to take charge-offs (reductions in the
allowance) in anticipation of losses.

A substantial portion of the Company's loan portfolio, including its commercial
and industrial loans, is secured by real estate collateral, substantially all
of which is located in Southern California. While in most cases the amount of
the loan is less than 75% of the appraised value of the property or the cost of
the project, the Company has suffered from the recent effects of the downturn
in the real estate market and continues to be vulnerable to further downturns.

At June 30, 1996, the allowance for loan losses was $1.5 million or 2.07% of
total loans, as compared to $1.5 million or 2.09% of total loans at December
31, 1995 and $1.7 million or 1.87% of total loans at June 30, 1995. The
allowance for loan losses was 68% of nonaccrual loans at June 30, 1996 as
compared to 59% at  December 31, 1995 and 94% at June 30, 1995. The Company
generally maintains a 15% allocation in its allowance for loan losses for
nonaccrual loans based on its historical loss ratio. During the three months
ending June 30, 1996, the Company made additions to the allowance of $120,000
compared to no additions during the same period in 1995. For the first six
months of 1996 the Company made additions to the allowance of $181,000 compared
to $200,000 for the same period in 1995. Reductions from the allowance in the
form of net charge-offs amounted to $172,000 for the six months ending June 30,
1996 as compared to $222,000 for the same period in 1995.

The Company has established a separate allowance for losses on real estate held
for sale which amounted to $0.1 million, $1.1 million, and $0.1 million,  at
June 30, 1996, December 31, 1995 and June 30, 1995, respectively. This
allowance is not included in the allowance for loan losses but is carried as a
reduction of real estate held for sale.

Further, the Company maintains an allowance for losses on loan repurchases
which amounted to $0.4 million at June 30, 1996, $0.8 million at December 31,
1995 and $1.8 million at June 30, 1995.  This allowance is carried in other
liabilities on the balance sheet. In determining the amount of this allowance,
the Company considered the exposure of the Company to repurchases which takes
into account the Company's past experience with repurchases, the potential for
future repurchases and any losses thereon. Management believes that the
allowance for losses on loan repurchases at June 30, 1996 was adequate to
absorb future losses on loan repurchases. However, no assurance can be given
that the Company  will not incur additional losses on such repurchases.





                                       8
<PAGE>   9
Taking into account economic trends in and the condition of the loan portfolio
management believes that the allowance for loan losses at June 30, 1996 was
adequate to absorb known and inherent risks in the loan portfolio. However, no
assurance can be given that the Company will not incur additional losses on
these loans or that  additional provisions for loan losses will not be
required.

Noninterest Income

Noninterest income for the second quarter of 1996 was $0.7 million compared to
$0.3 million for the same period in 1995. For the first six months of 1996
Noninterest income increased to $0.9 million from $0.6 million in 1995. The
increases primarily relate to a nonrecurring event.  In addition, the Bank
benefited from increases in service charges on deposit accounts.

Noninterest Expense

Noninterest expense decreased 39% for the second quarter of 1996 to $1.7
million compared to $2.8 million for the same period in 1995. For the first six
months of 1996 Noninterest expense decreased to $3.4 million from $4.8 million
for the same period in 1995. Salaries, wages and employee benefits decreased to
$0.7 million from $1.2 million for the second quarter of 1996 as compared to
the same quarter in 1995.  This reduction is a direct benefit of the Company's
continued downsizing in order to satisfy regulatory capital ratio requirements
applicable to the Company and the Bank. Included in the second quarter of 1995
was a $0.4 million charge from discontinued operations.

Income taxes

The provision for income taxes for the six month period ended June 30, 1996 is
as follows:

<TABLE>
<CAPTION>
                                  Federal                     State                     Total 
                               ------------------------------------------------------------------
          <S>                    <C>                         <C>                       <C>
          Current                $147,000                    $63,000                   $210,000
          Deferred                     --                         --                         -- 
                               ------------------------------------------------------------------    
                                 $147,000                    $63,000                   $210,000
                               ==================================================================
</TABLE>



The provision for income taxes reflects an effective tax  rate of 43% on income
before income taxes.  The components of income taxes  causing the variation
from the expected statutory federal tax rate are not significantly different
than the amounts disclosed in the prior year.





                                       9
<PAGE>   10
CAPITAL RESOURCES

Management seeks to maintain a level of capital adequate to support asset
growth and credit risks and to ensure that the Company is within established
regulatory guidelines and industry standards. The Company and the Bank are
required to achieve certain risk-based capital standards and leverage capital
standards. The risk-based capital  standards establish capital requirements
that are more sensitive to risk differences between various assets, consider
off balance sheet activities in assessing capital adequacy and minimize the
disincentive to holding liquid, low risk assets.

         The following table sets forth the capital regulatory ratios of the
Company and the Bank at June 30, 1996 (dollars in thousands):

<TABLE>
<CAPTION>
                                                         Company                                    Bank      
                                              ------------------------------           -----------------------------

                                                Amount               Ratio              Amount               Ratio
                                              ----------------------------------------------------------------------
         <S>                                   <C>                     <C>            <C>                       <C>
            Tier 1 Capital                        7,193               9.62%               7,444               10.14%
            Tier 1 Capital
               minimum requirement                2,991               4.00%               2,935                4.00%
                                                  -----               -----               -----                -----
               Excess                             4,202               5.62%               4,509                6.14%

            Total capital                         8,135               10.88%              8,369               11.41%
            Total capital
               minimum requirement                 5,981               8.00%              5,870                8.00%
                                                  ------              ------              -----               ------
               Excess                              2,154               2.88%              2,499                3.41%

               Risk-weighted assets              $74,767                                $73,376

          Tier 1 capital                          $7,193               6.68%             $7,444                7.07%
          Tier 1 capital
           minimum requirement                     4,293               4.00%
                                                  ------               ----- 
          Memorandum
             requirement                                                                 $7,110                6.75%
                                                                                         ------               ------ 
          Excess                                   2,900               2.68%                334                0.32%


         Total average assets                   $107,638                               $105,335
</TABLE>



The leverage ratio consists of tangible Tier 1 capital divided by total average
assets. As of June 30, 1996, the Company and the Bank had leverage ratios of
6.68% and 7.07%, respectively. Regulators have established a minimum leverage
ratio of 3.00% for the highest rated banks.  However, institutions experiencing
or anticipating significant growth, or those with other than minimum risk
profiles, will be expected to maintain capital well above the minimum.





                                       10
<PAGE>   11
In November 1995, the Federal Reserve Bank and the Board of Directors of the
Company entered into a memorandum of understanding ("the FRB Memorandum").
Under the FRB Memorandum, the Company is required, among other things, to
comply with the FDIC memorandum; submit a written plan designed to enhance the
board's supervision of the operations and management of the consolidated
organization, to ensure that the Company has sufficient cash to pay its
expenses and to service its debt; the Company may not, directly or indirectly,
acquire or sell any interest in any entity, line of business, problem loans or
other assets, without the prior written approval of the Federal Reserve Bank;
and to not pay cash dividends without the prior written consent of the Federal
Reserve Bank.

In March 1995, the FDIC and the Board of Directors of the Bank entered into a
memorandum of understanding ("FDIC Memorandum"). Under the FDIC Memorandum, the
Bank is required, among other things, to achieve and maintain Tier 1 capital
equal to or above 6.75% of total assets; charge off all assets classified
"Loss" as of September 26, 1994; reduce assets classified as "Substandard" as
of  September 26, 1994 to not more than $7,500,000 by June 13, 1995, not more
than $6,500,000 by September 11, 1995 and not more than $4,500,000 by March 10,
1996; establish and maintain an adequate allowance for loan losses; develop a
plan to control overhead and other expenses; install procedures to correct
internal routine and control deficiencies; and not pay cash dividends without
the prior written consent of the FDIC and the California Superintendent of
Banks.

In September 1995, the State Banking Department and the Board of Directors of
the Bank entered into a memorandum of understanding ("SBD Memorandum"). Under
the SBD Memorandum, the Bank is required, among other things, to achieve and
maintain Tier 1 capital equal to or above 6.75% of total assets; charge off all
assets classified "Loss" as of  the December 31, 1994 examination; reduce
assets classified as "Substandard" as of  the December 31, 1994 examination to
not more than $7,500,000 by December 31, 1995, not more than $6,500,000 by
March 31, 1996 and not more than $4,500,000 by  September 30, 1996; establish
and maintain an adequate allowance for loan losses; develop a plan to control
overhead and other expenses; install procedures to correct internal routine and
control deficiencies; and not pay cash dividends without the prior written
consent of the FDIC and the California Superintendent of Banks.

Management believes the Company and the Bank are currently in full compliance,
and management believes that it can continue to comply with the terms of  the
FRB Memorandum, the FDIC Memorandum and the SBD Memorandum, and otherwise meet
regulatory capital requirements, and that any actions taken to so comply in the
future will not have a material adverse effect on the Company's future
financial condition or results of operations. However, failure to comply with
any Memorandum could result in further regulatory action.

The Company suspended its quarterly cash dividends in the third quarter of
1993. The Company expects that future dividends will depend on a return to
profitability and the maintenance of acceptable financial results in the
future.





                                       11
<PAGE>   12
Liquidity and Asset/Liability Management

The Company relies on asset/liability management to accommodate changes in loan
demand and core deposit levels. A key aspect of asset/liability management is
liquidity, and the Company's ability to manage possible deposit withdrawals, to
provide for the credit needs of its customers and to take advantage of
investment opportunities as they arise. The liquidity needs of the Company,
primarily relate to the Bank. The liquidity needs of the Company at this time
are minimal.

The Bank relies primarily on deposits for its source of funds.  It also had
available $15.5 million of federal funds sold and a $7.0 million investment
portfolio at June 30, 1996, both of  which could be used as immediate sources
of funds. In addition, the Bank has access to a $3.5 million federal funds
purchase line of credit from Community Bank, subject to cancellation, which the
Bank can use to meet short term needs.  The Bank also has access to funds
through the Federal Reserve Bank discount window.  The Bank maintained at June
30, 1996, approximately 28% of its total assets in liquid assets.





                                       12
<PAGE>   13
PART II:  OTHER INFORMATION

ITEM 4.  Submission of Matters to a Vote of Securities Holders.

The following matters were submitted to a vote of the security holders of the
Registrant, by the solicitation of proxies for Registrant's Annual Meeting:

              (A) Annual Meeting of Shareholders held on May 22, 1996.

              (B) The following seven persons were elected as directors at
                  the Meeting and constitute all of the members of the Board
                  of Directors:

                                  Timothy Behunin
                                  Howard M. Borris
                                  Allan E. Dalshaug
                                  Audrey J. Fimpler
                                  Hassan Izad
                                  Robert J. Schiller
                                  Michael Wagner

ITEM 6.  Exhibits and Reports on 8-K.

              (A) Exhibits:  Exhibit 27 - Financial Data Schedule
              (B) Report on Form 8-K:  None.


                                  SIGNATURES 


Pursuant to the requirement 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.

                             STERLING WEST BANCORP
                                  (Registrant)





DATED:  August 14, 1996                By /s/ Joseph C. Carona                 
                                         ----------------------
                                          Joseph C. Carona
                                          Chief Financial and 
                                          Accounting officer)

 


                                       13

<TABLE> <S> <C>

<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM (STERLING
WEST BANCORP AND SUBSIDIARIES) CONSOLIDATED FINANCIAL STATEMENTS AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               JUN-30-1996
<CASH>                                          21,143
<INT-BEARING-DEPOSITS>                               0
<FED-FUNDS-SOLD>                                15,481
<TRADING-ASSETS>                                   881
<INVESTMENTS-HELD-FOR-SALE>                          0
<INVESTMENTS-CARRYING>                           7,147
<INVESTMENTS-MARKET>                             7,032
<LOANS>                                         73,307
<ALLOWANCE>                                      1,519
<TOTAL-ASSETS>                                 105,818
<DEPOSITS>                                      96,504
<SHORT-TERM>                                       367
<LIABILITIES-OTHER>                              1,754
<LONG-TERM>                                          0
                                0
                                          0
<COMMON>                                         8,686
<OTHER-SE>                                     (1,493)
<TOTAL-LIABILITIES-AND-EQUITY>                 105,818
<INTEREST-LOAN>                                  3,813
<INTEREST-INVEST>                                  378
<INTEREST-OTHER>                                   236
<INTEREST-TOTAL>                                 4,427
<INTEREST-DEPOSIT>                               1,272
<INTEREST-EXPENSE>                               1,308
<INTEREST-INCOME-NET>                            3,119
<LOAN-LOSSES>                                      181
<SECURITIES-GAINS>                                   0
<EXPENSE-OTHER>                                  3,380
<INCOME-PRETAX>                                    485
<INCOME-PRE-EXTRAORDINARY>                           0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       275
<EPS-PRIMARY>                                     0.16
<EPS-DILUTED>                                     0.16
<YIELD-ACTUAL>                                    6.55
<LOANS-NON>                                      2,217
<LOANS-PAST>                                         0
<LOANS-TROUBLED>                                     0
<LOANS-PROBLEM>                                      0
<ALLOWANCE-OPEN>                                 1,510
<CHARGE-OFFS>                                      194
<RECOVERIES>                                        22
<ALLOWANCE-CLOSE>                                1,519
<ALLOWANCE-DOMESTIC>                                 0
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                              0
        

</TABLE>


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