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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-KSB/A
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE YEAR ENDED DECEMBER 31, 1998 COMMISSION FILE NUMBER 0-15982
NATIONAL MERCANTILE BANCORP
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
CALIFORNIA
(State or other jurisdiction of
incorporation or organization)
1840 CENTURY PARK EAST
LOS ANGELES, CALIFORNIA
(Address of principal executive offices)
95-3819685
(I.R.S. Employer
Identification No.)
90067
(Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (310) 277-2265
NO SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
COMMON STOCK, NO PAR VALUE
SERIES A NONCUMULATIVE CONVERTIBLE PERPETUAL PREFERRED STOCK
(TITLE OF CLASS)
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. /X/ Yes / / 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
registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB.
The aggregate market value of the voting common equity held by
non-affiliates of the registrant, based upon the closing sale price of its
Common Stock as reported by the National Association of Securities Dealers
Automated Quotation System on March 15, 1999, was approximately $2,682,734.
The number of shares of Common Stock, no par value, of the registrant
outstanding as of March 15, 1999 was 677,048.
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DOCUMENTS INCORPORATED BY REFERENCE:
Certain portions of the Company's Proxy Statement to be filed with the
Commission pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 in
connection with the Company's 1999 Annual Meeting of Shareholders are
incorporated by reference in Part III, Items 10-13 of this Annual Report on Form
10-KSB.
THIS REPORT INCLUDES A TOTAL OF 4 PAGES
INDEX TO EXHIBITS ON PAGE 3
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) The following documents have been filed as part of this report:
1. FINANCIAL STATEMENTS
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Reports of Independent Public Accountants ........................................................ 46
Consolidated Balance Sheets at December 31, 1998 and 1997 ........................................ 47
Consolidated Statements of Operations for the years ended December 31, 1998, 1997, and 1996 ...... 48
Consolidated Statements of Changes in Shareholders' Equity for the years ended December 31,
1998, 1997 and 1996 .......................................................................... 49
Consolidated Statements of Cash Flows for the years ended December 31, 1998, 1997 and 1996 ....... 50
Notes to Consolidated Financial Statements for the three years ended December 31, 1998 ........... 51
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2. FINANCIAL STATEMENT SCHEDULES
None.
(b) Reports on Form 8-K
Filed November 6, 1998 relating to Item 9
(c) Exhibits
See Index to Exhibits on page E-1 of this Report on Form 10-KSB
(d) See Item 14(a) above.
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INDEX TO EXHIBITS
EXHIBIT
NO.
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3.1 Amended and Restated Articles of Incorporation, dated June 20, 1997 (1)
3.2 Bylaws of the Company, as amended, restated as of December 18, 1992 (2)
10.1 Employment Agreement and Addendum dated June 21, 1996 between Mercantile
National Bank and Scott A. Montgomery (3)
10.2 Amendment No. 2 to Employment Agreement dated December 20, 1996 between
Mercantile National Bank and Scott A. Montgomery (1)
10.3 Letter Agreement dated June 5, 1996 between Mercantile National Bank and
Carol A. Ward (3)
10.4 Letter Agreement dated July 17, 1996 between Mercantile National Bank
and Joseph W. Kiley III (4)
10.5 Form of Indemnity Agreement between the Company and its directors (5)
10.6 First Floor Lease at 1840 Century Park East, Los Angeles, California,
dated as of December 21, 1982 between Northrop Corporation and
Mercantile National Bank (2)
10.7 Second Floor Lease at 1840 Century Park East, Los Angeles, California,
dated as of December 21, 1982 between Northrop Corporation and
Mercantile National Bank for space at 1840 Century Park East, Los
Angeles, California, as amended by Amendment to Second Floor Lease dated
as of June 7, 1986, and as amended by Second Amendment to Second Floor
Lease dated as of December 18, 1992 between California State Teachers'
Retirement System and Mercantile National Bank (2)
10.8 Lease Restructure Agreement dated December 31, 1995 by and between
California State Teachers' Retirement System and Mercantile National
Bank (6)
10.9 Warrant Agreement dated December 31, 1995 by and between the Company and
California State Teachers' Retirement System (6)
10.10 Registration Rights Agreement dated December 31, 1995 by and between the
Company and California State Teachers' Retirement System (6)
10.11 Warrant Agreement dated April 30, 1996 between the Company and U.S.
Stock Transfer Corporation (3)
10.12 National Mercantile Bancorp 1983 Stock Option Plan, as amended March 22,
1991 (7)
10.13 Form of Stock Option Agreement under the 1983 Stock Option Plan (2)
10.14 National Mercantile Bancorp 1990 Stock Option Plan (8)
10.15 Form of Stock Option Agreement under the 1990 Stock Option Plan (2)
10.16 National Mercantile Bancorp 1994 Stock Option Plan (9)
10.17 Form of Stock Option Agreement under the 1994 Stock Option Plan (10)
10.18 National Mercantile Bancorp 1996 Stock Incentive Plan (11)
10.19 National Mercantile Bancorp amended 1996 Stock Incentive Plan (12)
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10.20 Form of Stock Option Agreement under the 1996 Stock Incentive Plan (11)
10.21 Registration Rights Agreement between the Company and Conrad Company
(13)
10.22 Registration Rights Agreement between the Company and Wildwood
Enterprises Inc. Profit Sharing Plan and Trust (13)
10.23 Bank Service Agreement dated April 21, 1997 between RH Investment
Corporation and Mercantile National Bank (1)
10.24 Investment Management Agreement dated December 1, 1997 between
Mercantile National Bank and Windsor Financial Group, Inc (1)
11. Statement regarding computation of per share earnings (see "Note
1--Summary of Significant Accounting Policies--Earnings (Loss) Per
Share"--of the "Notes to the Consolidated Financial Statements" in
"Item 8. Financial Statements" in this Annual Report on Form 10-KSB)
21. Subsidiaries of the Registrant
23. Consents of Arthur Andersen LLP and Deloitte & Touche LLP, Independent
Auditors
27. Financial Data Schedule
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(1) Filed as an exhibit to the Company's Annual Report on Form 10-K for the
year ended December 31, 1997.
(2) Filed as an exhibit to the Company's Annual Report on Form 10-K for the
year ended December 31, 1992 and incorporated herein by reference.
(3) Filed as an exhibit to the Company's Report on Form 10-Q for the quarter
ended June 30, 1996 and incorporated herein by reference.
(4) Filed as an exhibit to the Company's Report on Form 10-Q for the quarter
ended September 30, 1996 and incorporated herein by reference.
(5) Filed as an exhibit to Company's Annual Report on Form 10-K for the year
ended December 31, 1990 and incorporated herein by reference.
(6) Filed as an exhibit to the Company's Annual Report on Form 10-K for the
year ended December 31, 1995 and incorporated herein by reference.
(7) Filed as an exhibit to the Company's Annual Report on Form 10-K for the
year ended December 31, 1991 and incorporated herein by reference.
(8) Filed as an exhibit to the Company's Proxy Statement dated May 24, 1990
and incorporated herein by reference.
Filed as an exhibit to the Company's Proxy Statement dated April 18,
1994
Filed as an exhibit to the Company's Annual Report on Form 10-K for the
year ended December 31, 1994 and incorporated herein by reference.
(11) Filed as an exhibit to the Company's Registration Statement on Form S-8
dated August 7, 1997 and incorporated herein by reference.
(12) Filed as an exhibit to the Company's Report on Form 10-Q for the quarter
ended March 31, 1998.
(13) Filed as an exhibit to the Company's Registration Statement on Form S-2
dated February 10, 1997 and amendments there to add incorporated herein
by reference.
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Exhibit 21
Subsidiaries of the Registrant
Mercantile National Bank
1840 Century Park East
Los Angeles, California 90067
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CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
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As independent public accountants, we hereby consent to the incorporation of
our report included in this Form 10-KSB/A, into the Company's previously filed
1990 Stock Option Plan Registration Statement File No. 333-33139, 1994 Stock
Option Plan Registration Statement File No. 33-94828 and 1996 Stock Incentive
Plan Registration Statement File No.'s 333-33095 and 333-59667.
Arthur Andersen LLP
Los Angeles, California
March 25, 1999
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INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statements No.
333-33139, 33-94828, 333-33095 and 333-59667 of National Mercantile Bancorp
on Form S-8 of our report dated January 23, 1998, appearing in this Annual
Report on Form 10-KSB/A of National Mercantile Bancorp for the year ended
December 31, 1998.
DELOITTE & TOUCHE LLP
Los Angeles, California
March 26, 1999
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<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM NATIONAL
MERCANTILE BANCORP CONSOLIDATED BALANCE SHEETS, STATEMENTS OF OPERATIONS,
SHAREHOLDERS' EQUITY AND VARIOUS SCHEDULES FOR THE YEAR ENDED DECEMBER 31, 1998
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
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<PERIOD-START> JAN-01-1998
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<TOTAL-ASSETS> 141,623
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<SHORT-TERM> 5,800
<LIABILITIES-OTHER> 1,093
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7,350
<COMMON> 24,613
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<TOTAL-LIABILITIES-AND-EQUITY> 141,623
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