<PAGE>
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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 12/31/96
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES
EXCHANGE ACT OF 1934. FOR THE TRANSITION PERIOD TO
COMMISSION FILE NUMBER 2-78788
------------------------
CALIFORNIA COMMERCIAL BANKSHARES
(Exact name of Registrant as specified in its charter)
CALIFORNIA 95-3748495
(State or other jurisdiction of
incorporation or organization) (IRS Employer Identification No.)
4100 NEWPORT PLACE, NEWPORT BEACH,
CALIFORNIA 92660
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (714) 863-2300
------------------------
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 the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes _X_ No ____
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K 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. Not applicable.
The aggregate market value of voting stock held by non-affiliates of the
registrant was $44,201,000 on April 25, 1997, based on the average bid and asked
price of $25.25 share as reported on the National Daily Quotation Service "Pink
Sheets".
(Number of shares of Common Stock outstanding as of April 25, 1997)
3,043,000
------------------------
DOCUMENTS INCORPORATED BY REFERENCE
None
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1
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PART III.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The persons named below have been nominated for election to serve as
directors of the Company. Under the terms of the Merger Agreement, each of the
directors of the Company will be required to submit their irrevocable
resignations as directors of the Company, effective upon consummation of the
Merger. In the event that the Merger is not consummated, all directors of the
Company elected at the Annual Meeting will continue to serve as directors of the
Company until the next annual meeting of the Company and until their successors
have been elected and duly qualified.
The following table sets forth information concerning CCB's nominees for
directors:
<TABLE>
<CAPTION>
PRESENT POSITION DIRECTOR OF
NAME AND AGE WITH THE COMPANY THE COMPANY
- ---------------------------------------- -------------------------------------- ---------------
<S> <C> <C>
Phillip L. Bush (60).................... Director 1982
Michael Gertner (57).................... Director 1982
James W. Hamilton (64).................. Director 1982
Farrell G. Hinkle DDS, MSD (54)......... Director 1982
William H. Jacoby (58).................. President, Chief Executive Officer and 1982
Director
Robert L. McKay (66).................... Director 1982
Mark H. Stuenkel (44)................... Executive Vice President and Director 1987
</TABLE>
Phillip L. Bush is a practicing attorney with the firm of Bush, Bush and
Larsen, in Fountain Valley, California. Mr. Bush's practice is primarily
litigation of personal injury matters. He also has practiced in the areas of
real estate development and syndication, and business enterprise organization
and formation. Mr. Bush has been Secretary of the Company since 1982.
Michael Gertner has been an attorney in the law firm of Michael Avey
Gertner, a Professional Corporation, in Newport Beach since 1993. From 1965 to
1993 he was a partner in the law firm of Howser, Gertner and Brown. He is
licensed to practice law in both California and New York and is also a Certified
Public Accountant. Mr. Gertner specializes in the areas of taxation, estate
planning and estate administration.
James W. Hamilton is Senior Counsel to the law firm of Paul, Hastings,
Janofsky & Walker LLP of which he was a partner from 1965 until 1993. His office
is in the firm's Costa Mesa, California facility. He specializes in securities
and corporate law.
Farrell G. Hinkle is an Orthodontist and has been practicing orthodontics in
the Orange County area since 1973. Dr. Hinkle has a degree in Mathematics and
graduated from the UCLA School of Dentistry as a Regent Scholar in 1971. He also
earned a Certificate in Orthodontics and a Masters Degree from the University of
Washington in 1973.
William H. Jacoby is President and Chief Executive Officer of the Company
and also Chairman of the Board and Chief Executive Officer of the Bank. Mr.
Jacoby began his career in banking in 1960 with First Interstate Bank of
California. In 1979, Mr. Jacoby joined Westlands Bank and served in various
positions until joining the Company in June 1982 during its organizational
period.
Robert L. McKay has been a private investor in Orange County, California,
where he oversees his investments in venture capital and real estate since 1981.
From 1966 to 1981 Mr. McKay was President of Taco Bell, Inc.
Mark H. Stuenkel is Executive Vice President of the Company and President of
the Bank. In December 1988, Mr. Stuenkel was appointed to his present position
as President of the Bank and in
2
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May 1991, he was promoted from Senior Vice President to Executive Vice President
of the Company. Prior to joining the Company and the Bank in 1982, Mr. Stuenkel
held various positions with Security Pacific National Bank.
ITEM 11. EXECUTIVE COMPENSATION.
EXECUTIVE COMPENSATION
The following summary compensation table sets forth information for the
fiscal year ended December 31, 1996 concerning all plan and non-plan
compensation awarded to, earned by, or paid to (a) the Company's Chief Executive
Officer at the end of such fiscal year, regardless of compensation level, and
(b) the Company's four most highly compensated executive officers other than the
Chief Executive Officer who were serving as executive officers of the Company at
the end of such fiscal year and whose compensation exceeded $100,000, if any.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
-----------------------------------------
AWARDS
ANNUAL COMPENSATION ---------------------------- PAYOUTS
----------------------------------------- -----------
(E) (F)
(A) OTHER RESTRICTED (G) (H)
NAME AND (B) (C) (D) ANNUAL STOCK OPTIONS/ LTIP
PRINCIPAL POSITION YEAR SALARY ($) BONUS($) COMP.($)(2) AWARD(S) SARS PAYOUTS
- --------------------------------- --------- ----------- ----------- --------------- ------------- ------------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
William H. Jacoby................ 1996 238,000(1) 100,000 5,000 0 0 0
Chief Executive Officer 1995 190,000 0 5,000 0 0 0
1994 190,000 22,000 4,000 0 0 0
--------- ----------- ----------- ----- --- --- ---
Mark H. Stuenkel................. 1996 161,000(1) 76,000 4,000 0 0 0
Executive Vice President 1995 144,000 0 4,000 0 0 0
1994 137,000 16,000 2,000 0 0 0
--------- ----------- ----------- ----- --- --- ---
Dannie M. Hayes.................. 1996 108,000 32,000 3,000 0 0 0
1995 108,000 0 3,000 0 0 0
1994 100,000 5,000 2,000 0 0 0
--------- ----------- ----------- ----- --- --- ---
Abdul S. Memon................... 1996 112,000(1) 32,000 3,000 0 0 0
Chief Financial Officer 1995 90,000 0 2,000 0 0 0
1994 85,000 4,000 2,000 0 0 0
<CAPTION>
(A) (I)
NAME AND ALL OTHER
PRINCIPAL POSITION COMP. ($)(3)
- --------------------------------- ---------------
<S> <C>
William H. Jacoby................ 1,000
Chief Executive Officer 1,000
0
-----
Mark H. Stuenkel................. 1,000
Executive Vice President 1,000
0
-----
Dannie M. Hayes.................. 1,000
1,000
0
-----
Abdul S. Memon................... 1,000
Chief Financial Officer 0
0
</TABLE>
- ------------------------
$-Dollar amounts
(1) Includes vacation pay in the amount of $48,000 for Mr. Jacoby, $16,000 for
Mr. Stuenkel and $22,000 for Mr. Memon.
(2) None of the named officers had other annual compensation in excess of
$50,000 or 10 percent of the total annual salary and bonus reported for any
of the last three years.
(3) Represents executives' portion of amount contributed to the Company's Stock
Bonus Plan. The Plan is 100 percent funded by the Company. The contributions
are made at the discretion of the Board of Directors. The distributions are
made at the earliest of 2 years after termination, retirement, death or
disability.
3
<PAGE>
The following table describes the aggregate option/stock appreciation right
("SAR") exercises during the year ended December 31, 1996 and unexercised
options/SARs for each named executive officer at the end of such year:
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
(E)
(D) VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
(B) OPTIONS/SARS OPTIONS/SARS AT
SHARES (C) AT FY-END(#) FY-END(S)
ACQUIRED VALUE --------------- -----------------
(A) ON REALIZED EXERCISABLE/ EXERCISABLE/
NAME EXERCISE(#) ($) UNEXERCISABLE UNEXERCISABLE
- ----------------------------------------------------- ----------- ----------- --------------- -----------------
<S> <C> <C> <C> <C>
William H. Jacoby.................................... 10,000 40,000 28,333/16,667 265,000/150,000
Mark H. Stuenkel..................................... 7,500 30,000 27,083/16,667 174,000/150,000
Dannie M. Hayes...................................... NONE N/A 3,333/6,667 32,000/63,000
Abdul S. Memon....................................... 7,820 31,000 2,847/3,333 27,000/32,000
</TABLE>
During the fiscal year ended December 31, 1996, the Company did not reprice
any options or SARs held by a named executive officer or otherwise reduce the
terms of exercise. No options or SARs held by any executive officer of the
Company over the last ten years have been repriced or modified.
STOCK OPTION PLANS
The Company had a Stock Option Plan (the "1982 Plan") for its directors,
officers and full time employees which expired on October 27, 1992. The Board
administers the 1982 Plan. The purpose of the 1982 Plan was to compensate
certain of the organizers of the Company and the Bank, and to provide an
incentive to key employees to remain in the employ of the Company and the Bank.
Options are not transferable under the 1982 Plan other than by will or by
the laws of descent and distribution, and during the participant's lifetime,
options are exercisable only by the participant. The option price per share for
options granted under the 1982 Plan was established to be at least 100 percent
of the fair market value of its Common Stock on the date any such options were
granted, except that in the case of a shareholder owning more than ten percent
of the total combined voting power of all classes of outstanding Common Stock,
the option price for incentive stock options was established to be at least 110
percent of the fair market value on the date of grant. While outstanding options
to purchase shares which were granted prior to October 27, 1992 may continue to
be exercised according to their terms, no new options may be granted under the
1982 Plan.
As of December 31, 1996, options to purchase 43,680 shares of Common Stock
were outstanding under the 1982 Plan at prices ranging from $5.25 to $5.94 per
share. During 1996, all employees as a group exercised options for 38,820 shares
of Common Stock which had a net value (market value less exercise price) of
$130,000. Of such options, Mr. Jacoby, Mr. Stuenkel and Mr. Memon exercised
25,320 options and received 10,000 shares, 7,500 shares and 7,820 shares,
respectively, which had a net value of $40,000, $30,000 and $31,000,
respectively.
During 1995, the Company adopted a Stock Award Plan (the "Award Plan") for
its directors, officers and full time employees. The purpose of the Award Plan
is to provide incentives to directors and key employees to remain with the
Company and the Bank.
The Compensation Committee administers the Award Plan and decides to whom
and upon what terms awards will be granted. An aggregate of 750,000 shares of
Common Stock have been reserved for issuance under the Award Plan. No more than
30,000 shares may be granted to any individual during any twelve month period.
Awards may consist of any combination of stock options (incentive or
nonqualified),
4
<PAGE>
restricted stock, stock appreciation rights and performance shares. Only stock
options have currently been granted under the Award Plan.
Options are not transferable under the Award Plan other than by will or by
the laws of descent and distribution, and during the participant's lifetime,
such options are exercisable only by the participant. The option price per share
for options granted under the Award Plan are determined by the Compensation
Committee, provided that in the case of stock option grants to a person owning
more than ten percent of the total combined voting power of all classes of
Common Stock, the option price must be at least 110 percent of the fair market
value of the Company Common Stock on the date of grant. Options granted under
the Award Plan may be exercised as determined by the Compensation Committee, but
in no event after ten years from the date of grant, and must be exercised within
certain specified periods after termination of employment. Upon expiration or
termination of any outstanding options, shares remaining unexercised become
available for grant under the Award Plan.
As of December 31, 1996, options to purchase 134,000 shares of Common Stock
were outstanding under the Award Plan at prices ranging from $5.25 to $6.50 per
share. Of these outstanding options, all employees as a group exercised options
for 1,000 shares of Common Stock during 1996 which had a net value (market value
less exercise price) of $4,000.
All options to acquire Common Stock outstanding under the 1982 Plan and the
Award Plan at the Effective Time will be converted into the right to receive
Monarch Common Stock with the same number of shares issuable thereunder. No
change will be made with respect to the vesting of such options.
STOCK BONUS PLAN
Effective January 1, 1986, the Company adopted a Stock Bonus Plan (the
"Stock Bonus Plan") and established a related trust. Subject to certain
eligibility requirements for time of service, all of the Company's employees
participate in the Stock Bonus Plan. The Stock Bonus Plan is a tax-credit
employee stock ownership plan and is administrable by the Board or the Chief
Executive Officer. The amount of the Company's contributions of cash or
securities of the Company to the Stock Bonus Plan may be determined by the Board
(or the Chief Executive Officer). Subject to certain limitations, such
contributions are allocated to each participant's account in proportion to such
participant's compensation earned during the applicable Stock Bonus Plan year.
Allocations to a participant's account vest in accordance with the schedules set
forth in the Stock Bonus Plan. Distributions to participants are made at
participants' death, retirement, disability or termination of employment.
Participants are not permitted to make voluntary contributions to the Stock
Bonus Plan, and the Stock Bonus Plan may not make loans to participants. Any
cash amounts contributed to the Stock Bonus Plan will be used primarily to
purchase securities issued by the Company. The Company contributed $45,000 to
the Stock Bonus Plan for 1996. Of such allocations, Messrs. Jacoby, Stuenkel,
Hayes and Memon received $1,000 each.
401(K) PLAN
Effective February 1, 1989, the Company established a 401(k) plan which
enables employees to defer a portion of their wages tax free, subject to
limitations established by the Internal Revenue Service. All Company employees
at the completion of certain eligibility requirements for time of service can
elect to participate in the plan. Under the 401(k) plan, the Company can make
matching contributions to the 401(k) plan up to stated limits. Such
contributions are determined by the Company Board at the beginning of the year.
The vesting of such contributions to the employees of the Company is based on
time of service since the effective date of the 401(k) plan.
The Company does not have any defined benefit retirement or other retirement
plans.
5
<PAGE>
EXECUTIVE SALARY CONTINUATION AGREEMENTS
In 1988, the Bank entered into Executive Salary Continuation Agreements (the
"Salary Continuation Agreements") with Messrs. Jacoby, Stuenkel and Memon (the
"Senior Executives"). Pursuant to the Salary Continuation Agreements, each
Senior Executive is entitled to receive benefits upon his retirement, death or
disability or upon termination of service with the Bank prior thereto unless
such Senior Executive's employment with the Bank is terminated either (i)
voluntarily by the Senior Executive, other than for "good reason" (as defined in
his Salary Continuation Agreement) or (ii) by the Bank for "cause" (as defined
in his Salary Continuation Agreement), in which case no benefits or payments
will be paid pursuant to the Salary Continuation Agreements. Mr. Jacoby's
benefits are fully vested in the Salary Continuation Plan. The benefits of each
of the other Senior Executives vest at the rate of ten percent per year for each
year that he has been employed by the Bank commencing as of January 1, 1988, up
to a maximum of 100 percent. At January 2, 1997, the benefits of such other
Senior Executives were 90 percent vested and will be 100 percent vested as of
January 2, 1998.
Under the terms of the Salary Continuation Agreements, each of the Senior
Executives will be entitled to receive the following sums annually, assuming
full vesting, for a period of fifteen years after either their retirement from
the Bank or upon their death: Mr. Jacoby, $80,000; Mr. Stuenkel, $62,500; and
Mr. Memon, $23,000. If a Senior Executive's employment with NBSC is terminated
because of disability prior to retirement, such Senior Executive (or his estate)
will be entitled to receive his benefits under the Salary Continuation Agreement
upon retirement or death or to elect to receive a disability benefit in an
amount equal to the present value of such Senior Executive's retirement benefits
under his Salary Continuation Agreement.
Each Salary Continuation Agreement also has provisions which become
effective upon the occurrence of a Change in Control (as defined) of the Company
or the Bank. In such event, the Salary Continuation Agreements become employment
agreements with three-year terms for Mr. Jacoby and Mr. Stuenkel and an
employment agreement with an eighteen-month term for Mr. Memon. The Salary
Continuation Agreements also provide for the Senior Executives' salary and bonus
to increase annually during such terms. The Senior Executives are also entitled
to receive all non-cash forms of compensation and benefits which they received
prior to the Change in Control for the term of such employment Agreement. Under
the terms of the Salary Continuation Agreements, a "Change in Control" is deemed
to have occurred if (a) any person (other than the Company's directors as of the
date of the Salary Continuation Agreements) becomes the beneficial owner of more
than 40 percent of the Common Stock (exclusive of shares of the Common Stock
held by subsidiaries) if such Common Stock has been acquired after the date of
the Salary Continuation Agreements pursuant to a tender offer, exchange offer or
series of purchases or other acquisitions, or any combination of such
transactions; (b) there is a change in the Board or the board of directors of
the Bank at any time within two years after any tender offer, exchange offer,
merger, consolidation, sale of assets or contested election or any combination
of the foregoing so that persons who are directors of the Company or the Bank
immediately before the first such transaction cease to constitute a majority of
the Board or the board of directors of the Bank or any corporation which may be
the successor to the Company or the Bank in any such transaction; or (c) the
Company sells, transfers or otherwise disposes of substantially all of its
assets and properties, including the stock of the Bank or the Common Stock or
the Company causes the Bank to sell, transfer or otherwise dispose of
substantially all of the Bank's assets and properties.
If after a Change in Control one of the Senior Executives either terminates
his employment for "good reason" or is terminated by the Bank for any reason
other than "cause," then the Bank is required to pay cash compensation to such
Senior Executive during his remaining term; provided that Messrs. Jacoby and
Stuenkel will receive no less than two times the annual compensation to which
they otherwise would be entitled and Mr. Memon will receive no less than the
annual compensation to which he otherwise would be entitled. Moreover, all
employee benefit plans and programs in which the Senior Executive is entitled to
participate will continue for the remainder of each Senior Executive's term and
the Senior Executive will
6
<PAGE>
continue to be entitled to receive his retirement, death and disability benefits
as provided in the Salary Continuation Agreement.
The consummation of the Merger will constitute a Change in Control as
defined in the Salary Continuation Agreements.
Monarch and Messrs. Jacoby and Stuenkel are currently discussing the
possibility of entering into employment agreements upon consummation of the
Merger. If either or both of Messrs. Jacoby and Stuenkel enter into such
employment agreements, the Salary Continuation Agreement for such party or
parties will be terminated.
The Company does not pay its directors for attending meetings. Since
February 1991, non-employee directors of the Bank have been paid $1,000 per
meeting attended and $375 per committee meeting attended. The total amount of
fees paid to non-employee directors of the Bank during 1996, 1995 and 1994 were
$160,000, $140,000 and $130,000, respectively.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
It is the duty of the Compensation Committee to administer the Company's
compensation program and various incentive plans, including its stock option
plan and its annual bonus plan. In addition, the Compensation Committee reviews
compensation levels of members of management, evaluates the performance of
management, considers management succession and related matters. The
Compensation Committee reviews with the Board in detail all aspects of
compensation for senior officers.
The Compensation Committee has reviewed the compensation for each of the
five highest paid officers for 1996 and has reported to the Board that in the
Compensation Committee's opinion, the compensation of all officers is reasonable
in view of the Company's consolidated performance and the contribution of those
officers to that performance. In doing so, the Compensation Committee takes into
account how compensation compares to compensation paid by competing companies as
well as the Company's performance and economic conditions in the Company's
service area. Members of the Compensation Committee also review compensation
surveys provided by the State Banking Department and others.
The Company has an Officer Incentive Program to motivate and compensate
officers for their individual performance as well as to encourage a spirit of
cooperation and teamwork to achieve the maximum performance for the Company as a
whole. The Incentive Program is established prior to the beginning of each year
by the Board after it reviews a recommendation from the Compensation Committee.
The Board establishes a goal for pretax income for the Company at the start of
the year based upon its evaluation of the local economy, a desired performance
goal, and any special circumstances that might affect projected income. Officers
participating in the Incentive Program are those officers who are expected to
have a direct impact upon the net income of the Bank. Additionally, each officer
is assigned a specific goal such as the amount of deposits, loans, or other
requirements of his/her position. A determination is then made by the
Compensation Committee at the end of the year regarding whether the Bank has met
its threshold goal and whether the individuals have met their specific goals. An
incentive award is then granted to officers who have met their goal based upon
their level of performance combined with that of the Bank. For the year ended
December 31, 1996, the Compensation Committee approved an incentive award of
$100,000 for William H. Jacoby, $76,000 for Mark H. Stuenkel, $32,000 for Dannie
M. Hayes and $32,000 for Abdul S. Memon.
No member of the Committee is a former or current officer or employee of the
Company or any of its subsidiaries.
The Compensation Committee report was completed by the Compensation
Committee as of February 24, 1997. The members of the Compensation Committee
filing the report were Phillip L. Bush, Michael J. Gertner, James W. Hamilton
and Robert L. McKay.
7
<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The shares of the Company's Common Stock constitute the only outstanding
class of voting securities of the Company. As of April 28, 1997, there were
3,043,000 shares of CCB Common Stock outstanding and entitled to vote and
approximately 300 shareholders of record.
The following table sets forth information regarding beneficial ownership of
shares of the Company's Common Stock as of April 28, 1997 by all shareholders
known to the Company to be the beneficial owner of more than five percent of the
outstanding shares of the Company's Common Stock, all directors and executive
officers of the Company and all current officers and directors of the Company as
a group. Information with respect to beneficial ownership is based upon the
Company's Common Stock records and data supplied to the Company by its
shareholders.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF
BENEFICIAL OWNER
NAME AND ADDRESS AND PERCENT OF CLASS
TITLE OF CLASS OF BENEFICIAL OWNER (1)
- ----------------- --------------------------------------------------------------- ---------------------
<S> <C> <C> <C>
Common Stock Phillip L. Bush................................................ 103,050(3) 3.4%(3)
Director
10061 Talbert Ave.
Fountain Valley, CA 92708
Common Stock Michael Gertner................................................ 32,977(3) 1.1(3)
Director
4340 Campus Drive, Suite 100
Newport Beach, CA 92660
Common Stock James W. Hamilton.............................................. 83,472(3) 2.7(3)
695 Town Center Drive
Costa Mesa, CA 92626
Director
Common Stock Farrell G. Hinkle, DDS, MSD.................................... 139,596(3) 4.6(3)
Director
2740 South Bristol
Santa Ana, CA 92704
Common Stock William H. Jacoby.............................................. 231,664(2) 7.6(2)
President, Chief Executive Officer and Director
4100 Newport Place
Newport Beach, CA 92660
Common Stock Robert L. McKay................................................ 721,049(3) 23.7(3)
Director
4100 Newport Place
Newport Beach, CA 92660
Common Stock Mark H. Stuenkel............................................... 52,149(4) 1.7(4)
Executive Vice President and Director
4100 Newport Place
Newport Beach, CA 92660
Common Stock All Directors and Officers as a group ......................... 1,394,702(6) 44.1(6)
(29 persons)
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF
BENEFICIAL OWNER
NAME AND ADDRESS AND PERCENT OF CLASS
TITLE OF CLASS OF BENEFICIAL OWNER (1)
- ----------------- --------------------------------------------------------------- ---------------------
<S> <C> <C> <C>
Common Stock Financial Institutions Partners, L.P........................... 342,797(5) 11.3(5)
c/o Hovde Capital Inc.
1110 Lake Cook Rd. #165
Buffalo Grove, IL 60089-1965
Common Stock Basswood Partners.............................................. 158,701 5.2
52 Forest Ave.
Paramus, NJ 07652
</TABLE>
- ------------------------
(1) Except as otherwise indicated and subject to the Shareholder Agreements
executed in connection with the Merger Agreement, each of the persons named
in the table has the sole power to vote and dispose of his/her shares of
Common Stock subject to community property laws where applicable.
(2) Includes 13,333 shares of Common Stock which may be purchased on the
exercise of stock options.
(3) Includes 6,667 shares of Common Stock which may be purchased on the exercise
of stock options.
(4) Includes 24,583 shares of Common Stock which may be purchased on the
exercise of stock options.
(5) Includes 53,909 shares of Common Stock held beneficially by Hovde Financial,
Inc, the corporate general partner of Financial Institutions Partners, L.P.
Does not include the 266,659 additional shares of Common Stock which FIP has
asserted a right to acquire. See "FIP LITIGATION, Item 3 in the Company's
Annual Report on Form 10-K."
(6) Includes 92,914 shares of Common Stock which may be purchased on the
exercise of stock options.
9
<PAGE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The Bank has had, and expects to have in the future, banking transactions in
the ordinary course of its business with the directors of the Company, the
Company's shareholders and their affiliates on the same terms, including
interest rates and collateral securing the loans, as those prevailing at the
time for comparable transactions with unaffiliated persons, and which do not
involve more than the normal risk of collectibility, nor present other
unfavorable features.
CCB PERFORMANCE GRAPH
[GRAPH]
PART IV.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
<TABLE>
<S> <C>
FINANCIAL STATEMENTS:
Financial statements and schedules of the registrant are listed in the index to
Consolidated Financial Statements contained under Part II Item 8. Financial
Statements and Supplementary Data of this report.
FINANCIAL STATEMENT SCHEDULES:
All Financial statement schedules are omitted either because the conditions under
which they are required are not applicable or because the information is included
in the Financial Statements.
EXHIBITS:
(2) Amended and Restated Agreement and Plan of Merger dated as of December 19, 1996
between the Company and Monarch Bancorp.
(3)(a) Articles of Incorporation of California Commercial Bankshares, as amended.
(Incorporated by reference from the Company's Form 10-K filed on March 31,
1990).
(3)(b) By-Laws of California Commercial Bankshares, as amended. (Incorporated by
reference from the Company's Form 10-K filed on March 31, 1989).
(10)(A) Office Sublease between First California Associates and the Company. (Incorporated
by reference from the Company's Form 10-K filed on March 31,1983).
</TABLE>
10
<PAGE>
<TABLE>
<S> <C>
(10)(B) First Amendments to Sublease between First California Associates and the Bank.
(Incorporated by reference from the Company's Form 10-K filed on March 31,
1984).
(10)(C) The Company's Stock Bonus Plan. (Incorporated by reference from the Company's Form
10-K filed on March 31, 1986).
(10)(D) Amendments to Office Sublease between First California Associates and the Company.
(Incorporated by reference from the Company's Form 10-K filed on March 31,
1986).
(10)(E) Executive Salary Continuation Agreement between National Bank of Southern
California and William H. Jacoby. (Incorporated by reference from the Company's
Form 10-K filed on March 31, 1989).
(10)(F) Executive Salary Continuation Agreements between National Bank of Southern
California and Mark H. Stuenkel. (Incorporated by reference from the Company's
Form 10-K filed on March 31, 1987).
(10)(G) Executive Salary Continuation Agreement between National Bank of Southern
California and Abdul S. Memon. (Incorporated by reference from the Company's
Form 10-K filed on March 31, 1987).
(10)(H) 401-K Plan. (Incorporated by reference from the Company's Form 10-K filed on March
31, 1989).
(10)(I) Lease for the premises on branch located at 22831 Lake Forest Drive, El Toro, Ca.
(Incorporated by reference from the Company's Form 10-K filed on March 31,
1989).
(10)(J) Lease for the premises on branch located at 625 The City Drive, Orange, Ca.
(Incorporated by reference from Company's Form 10-K filed on March 31, 1990).
(10)(K) Lease for the property on branch located at 17252 Armstrong Ave., Irvine, Ca.
(Incorporated by reference from the Company's Form 10-K filed on March 31,
1990).
(10)(L) 1982 Stock Option Plan, as amended. (Incorporated by reference from the Company's
Form 10-K filed on March 31, 1991).
(10)(M) Lease for the property located at 4100 Newport Place, Newport Beach, Ca.
(Incorporated by reference from the Company's Form 10-K filed on March 31,
1992).
(10)(N) Support Agreement dated September 27, 1994 with Robert L. McKay. (Incorporated by
reference from the Company's 10-K filed on March 31, 1995).
(10)(O) Holding Company Support Agreement dated October 1, 1994 with Robert L. McKay.
(Incorporated by reference from the Company's Form 10-K filed on March 31, 1995)
(10)(P) Lease for the property located at 17330 Brookhurst Ste. 110, Fountain Valley, Ca.
(Incorporated by reference from the Company's Form 10-K filed on March 31, 1996)
(10)(Q) Stock Award Plan. (Incorporated by reference from the Company's Form 10-K filed on
March 31, 1996)
(10)(R) Form of Stock Option Agreement (Incorporated by reference from the Company's Form
10-K filed on March 31, 1996)
(10)(S) Form of Nonqualified Stock Option Agreement. (Incorporated by reference from the
Company's Form 10-K filed on March 31, 1996)
(10)(T) Form of Director's Nonqualified Stock Option Agreement. (Incorporated by reference
from the Company's Form 10-K filed on March 31, 1996)
</TABLE>
11
<PAGE>
<TABLE>
<S> <C>
(10)(U) Stock Option Agreement dated as of December 19, 1996 between the Company and
Monarch Bancorp
(21) Subsidiaries of the Company
(23) Independent Auditors' Consent
</TABLE>
(B) REPORTS ON FORM 8-K.
Current Report on Form 8-K filed December 29, 1996
12
<PAGE>
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.
CALIFORNIA COMMERCIAL BANKSHARES
By: WILLIAM H. JACOBY April 26, 1997
---------------------------------
William H. Jacoby
PRESIDENT AND CHIEF EXECUTIVE
OFFICER
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the date indicated:
PHILLIP L. BUSH
- ------------------------------ Director/Secretary April 26, 1997
Phillip L. Bush
MICHAEL J. GERTNER
- ------------------------------ Director/Treasurer April 26, 1997
Michael J. Gertner
JAMES W. HAMILTON
- ------------------------------ Director April 26, 1997
James W. Hamilton
FARRELL G. HINKLE
- ------------------------------ Director April 26, 1997
Farrell G. Hinkle
WILLIAM H. JACOBY
- ------------------------------ Director/President, C.E.O. April 26, 1997
William H. Jacoby
ROBERT L. MCKAY
- ------------------------------ Director/Chairman of the April 26, 1997
Robert L. McKay Board
MARK H. STUENKEL
- ------------------------------ Executive Vice President April 26, 1997
Mark H. Stuenkel
ABDUL S. MEMON
- ------------------------------ Principal Financial & April 26, 1997
Abdul S. Memon Accounting Officer
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO
SECTION 15(D) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES
PURSUANT TO SECTION 12 OF THE ACT.
1
<PAGE>
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement No.
33-39926 of California Commercial Bankshares on Form S-8 of our report dated
January 24, 1997 (March 17, 1997 as to Notes 7 and 13), appearing in this Annual
Report on Form 10-K/A of California Commercial Bankshares for the year ended
December 31, 1996.
Los Angeles, California
April 29, 1997
