<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
MONARCH BANCORP
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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<PAGE>
MONARCH BANCORP
(holding company for Monarch Bank)
30000 Town Center Drive
Laguna Niguel, California 92677
(714) 495-3300
WRITTEN CONSENT STATEMENT
FOR PROPOSED AMENDMENT TO
THE ARTICLES OF INCORPORATION TO
INCREASE NUMBER OF AUTHORIZED SHARES
To the Shareholders of Monarch Bancorp:
This Written Consent Statement is furnished in connection with the
solicitation by the Board of Directors of Monarch Bancorp (the "Company") of
consents to a proposed amendment to Article FOUR of the Articles of
Incorporation of the Company, which has been previously approved by the Board of
Directors of the Company, to increase the number of authorized shares of Common
Stock of the Company from 25,000,000 to 100,000,000 shares.
It is expected that this Written Consent Statement and accompanying
Consent form will be mailed or delivered to shareholders of the Company on or
after January 9, 1996. Written Consents are being solicited from all
shareholders of the Company.
Sections 902 and 903 of the California Corporations Code require the
approval of the proposed amendment to the Articles of Incorporation by a
majority of the outstanding shares of Common Stock of the Company. Section 603
of the Corporations Code and Section 10 of Article II of the Bylaws of the
Company authorize the Company to obtain the necessary shareholder approvals by
written consent without a meeting. Pursuant to SEC rules, because certain
documents are incorporated by reference, the Company will be able to effect the
proposed amendment to the Articles of Incorporation after twenty (20) business
days have elapsed from the date the Written Consent Statements are sent to
shareholders.
Shareholders of the Company are requested to complete, sign and date the
accompanying Written Consent form and return it to the Company as soon as
possible. Any shareholder may revoke his or her Written Consent at any time
prior to receipt by the Company of the number of Written Consents required to
authorize the proposed amendment to the Articles of Incorporation. To effect a
revocation prior to that time, a shareholder must file a written instrument
revoking such shareholder's Written Consent with the Secretary of the Company.
Any shareholder who signs and returns the Written Consent form but does not
indicate a choice thereon will be deemed to have consented to the proposed
amendment to the Articles of Incorporation.
This solicitation is being made by the Board of Directors of the Company.
The expense of preparing, assembling, printing and mailing this Written Consent
Statement and other material used in this solicitation of Written Consents will
be paid by the Company. It is anticipated that all of the Written Consents will
be solicited through the mail, but directors, officers and regular employees of
the Company may solicit Written Consents personally or by telephone, without
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receiving special compensation therefor. Although there is no formal agreement
to do so, the Company may reimburse banks, brokerage houses, and other
custodians, nominees and fiduciaries for their reasonable expense in forwarding
this Written Consent Statement to their principals. In addition, the Company
may utilize the services of individuals or companies not regularly employed by
the Company in connection with the solicitation of written consents if the Board
of Directors of the Company determines that this is advisable.
THE COMPANY MUST RECEIVE WRITTEN CONSENTS REPRESENTING A MAJORITY OF THE
OUTSTANDING SHARES OF THE COMPANY'S COMMON STOCK FOR APPROVAL OF THE PROPOSED
AMENDMENT TO THE ARTICLES OF INCORPORATION.
RECORD DATE AND PERSONS ENTITLED TO GIVE WRITTEN CONSENTS
There were issued and outstanding 8,228,436 shares of the Company's
Common Stock at the close of business on December 12, 1995, which has been set
as the Record Date for the purpose of determining the shareholders entitled to
consent to the proposed amendment to the Articles of Incorporation. The Company
has no other class of stock outstanding. Consent to the proposed amendment to
the Articles of Incorporation may be given by any person in whose name shares of
Common Stock stand on the books of the Company as of the Record Date, or by his
or her duly authorized agent.
APPROVAL REQUIRED
Approval of the proposed amendment to the Articles of Incorporation will
require the affirmative written consent of shareholders holding at least a
majority of the shares of the Company's Common Stock outstanding on the Record
Date. The directors and executive officers of the Company are expected to
consent to the proposed amendment to the Articles of Incorporation.
PRINCIPAL SHAREHOLDERS
Management of the Company knows of no person who owns beneficially(1)
more than five percent (5%) of the outstanding common stock of the Company,
other than the entities listed in the following table. The following table
reflects the ownership of 5% or more shareholders and the ten (10) directors as
a group as of the Record Date:
________________________________________________________________________________
(1) Beneficial owner of a security includes any person who, directly or
indirectly, through any contract, arrangement, understanding,
relationship, or otherwise has or shares: (a) voting power, which
includes the power to vote, or to direct the voting power, of such
security; and/or (b) investment power, which includes the power to
dispose, or to direct the disposition of, such security. Beneficial
owner also includes any person who has the right to acquire beneficial
ownership of such security as defined above within 60 days of the Record
Date. The calculation includes vested stock options.
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Beneficial Owner Amount and Nature Percent
Director Beneficial Ownership of Class
- ------------------- -------------------- --------
Basswood Partners(2)
Paramus, NJ 07652 530,000 6.44%
Launch & Co. Mutual Discovery Fund 530,000 6.44%
Short Hills, NJ 07078
Peter H. Huizenga(3) 800,000 9.72%
Oak Brook, IL 60521
NB Bank Partners II 592,600 7.20%
Chicago, IL
Rainbow Partners
Keefe Managers, Inc.
New York, NY 800,000 9.72%
Robert A. Schoelhorn Trust 750,000 9.12%
c/o Bryan & Gross
Northbrook, IL 60062
All ten (10) directors
as a group 377,771 (4) 4.59%
MANAGEMENT
DIRECTORS
The following table sets forth, as of December 12, 1995, as to each of
the directors of the Company, such person's age, such person's principal
occupation during the past five years, and the period during which such person
has served as a director of the Company and the Bank.
________________________________________________________________________________
(2) Company shares of Basswood Partners are held in affiliated entities as
follows: 462,147 shares beneficially owned by Basswood Financial
Partners, L.P., and 67,853 shares beneficially owned by Basswood
International Fund, Inc.
(3) Company shares of Peter Huizenga are held in affiliated entities as
follows: 400,000 shares beneficially owned by Peter H. Huizenga Huizenga
Capital Management, and 400,000 shares beneficially owned by the Peter
Huizenga Testamentary Trust.
(4) All stock options as of the Record Date under terms of the Company's 1983
Stock Option Plan, as amended in 1989, and the Company's 1993 Stock
Option Plan, as amended in 1995, have been cancelled.
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<TABLE>
<CAPTION>
Director of
Principal Occupation Company Director of
Name and Office Held Age For Past Five Years Since Bank Since
- -------------------- --- -------------------- ---------- -----------
<S> <C> <C> <C> <C>
Rice E. Brown, Director 57 Owner and President of 1988 1988
Rice Brown Financial
Services
E. Lynn Caswell 50 Commercial Banking and 1987 1987
President and Chief Bank Holding Company
Executive Officer Management
Raymond B. Cox 87 President, Cox Marketing 1983 1979
Director Associates, marketing
consultants for real estate
investments
William C. Demmin(5) 50 Commercial Banking and 1987 1993
Director, Executive Vice Bank Holding Company
President and Chief Management
Financial Officer
Alfred H. Jannard 54 Owner - Niguel Pharmacy 1993 1993
Director
Cheryl Moore 48 Owner/operator of retail 1993 1993
Director women's apparel store
Margaret A. Redmond 56 Vice President and Office 1986 1986
Director Manager of a Professional
Orthodontia Practice Firm
John W. Rose, Chairman(6) 46 EVP, FNB Corporation
of the Board 1995 1995
Henry E. Schelein(7) 61 President and COO 1995 1995
The Balboa Bay Club
_____________________________________________________________________________________________
</TABLE>
(5) Mr. Demmin was appointed Executive Vice President and Chief Financial
Officer of the Company. Mr. Demmin has served as a senior executive
officer and Corporate Secretary for the Company and Bank since 1987. His
appointment to the Company and Bank Board of Directors is effective as of
May 15, 1993.
(6) Mr. Rose has been an Executive Vice President in charge of community
banks for FNB Corporation for approximately one year. He formerly worked
as President of McAllan Capital Partners, an investor in and advisor to
community banks..
(7) Mr. Schielein, since the start of 1995. has served as President and COO
of the Balbo Bay Club in Newport Beach. From 1993 until 1995 he was
President of the Grand Wailea Resort in Hawaii and previously served as
Vice President and General Manage The Ritz Carlton at Laguna Niguel. Mr.
Schielein previously served as a Director of the Board of Directors for
both the Company Bank from 1988 until June 1993.
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<TABLE>
<CAPTION>
Director of
Principal Occupation Company Director of
Name and Office Held Age For Past Five Years Since Bank Since
- -------------------- --- -------------------- ---------- -----------
<S> <C> <C> <C> <C>
David C. Wooten(8) 67 President of International 1995 1995
Bay Clubs, Inc.
</TABLE>
EXECUTIVE OFFICERS
The following table sets forth as to each of the persons who currently
serves as an Executive Officer of the Company and the Bank, such person's age,
such person's principal occupation during the past five years, such person's
current position with the Bank, and the period during which the person has
served in such position.
<TABLE>
<CAPTION>
Position with Principal Year of Year of
Company Occupation for Appointment Appointment
Name Age and Bank Past Five Years To Company to Bank
- ---- --- ------------- --------------- ----------- ----------
<S> <C> <C> <C> <C> <C>
E. Lynn Caswell(9) 50 President Commercial Banking 1987 1987
and CEO and Bank Holding
Company Management
William C.Demmin(10) 50 EVP and Bank and Bank Holding 1987 1987
CFO Company Management
Louis F. Cumming(11) 56 EVP and Bank and Bank Holding -- 1995
CCO of Bank Company Management
</TABLE>
COMMITTEES OF THE BOARD OF DIRECTORS
During 1995, the Board of Directors of the Company held eight (8)
meetings. The Bank,
________________________________________________________________________________
(8) Mr. Wooten has been the President of International Bay Clubs, Inc. in
Newport Beach since March 1993; previously he was President of Integrated
Protein Technology.
(9) On July 27, 1987, Mr. E. Lynn Caswell was appointed President and Chief
Executive Officer and a member of the Board of Directors of the Company
and the Bank. Mr. Caswell was formerly the President and Chief Executive
Officer of the Bank of San Diego, and Chief Operating Officer of BSD
Bancorp, its parent Company, from 1984 to 1987, and he has over 27 years
of banking experience.
(10) On August 10, 1987, Mr. William C. Demmin was appointed Senior Vice
President and Chief Financial Officer of the Company and the Bank. Mr.
Demmin was promoted to Executive Vice President of the Company and the
Bank in April 1995. From 1986 to 1987 Demmin served as Cashier of
Commercial Center Bank of Santa Ana, California and he had previously
served as Senior Vice President, Chief Financial officer, and Cashier of
First American Bank & Trust in Laguna Beach from 1983 to 1986. Mr.
Demmin had previously served Bank of America for 11 years, and has over
28 years of banking experience.
(11) On April 28, 1995, Mr. Louis F. Cumming was appointed Executive Vice
President and Senior Credit Officer of the Bank. Mr. Cumming was
formerly the Executive Vice President and Senior Credit Officer of
Cuyamaca Bank from 1992 to April 1994, Senior Vice President of First
National Bank from 1989 to 1992, and he has over 30 years of banking
experience.
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during 1995, held twelve (12) regular meetings, and three (3) special meetings.
All Directors attended at least 70% of the Board meetings of the Company and
Bank.
The Bank Loan Committee, which is responsible for reviewing and
approving loans, held twenty-four (24) meetings during 1995. Members of the
Bank Loan Committee also function as the Bank's Investment Committee.
The Board of Directors Audit Committee held four (4) meetings in
1995 to meet with outside auditors to review the audit findings and other
matters, and also met with outside auditors who are engaged to perform internal
control audits and review and approve various financial reports.
The Company and Bank do not have Compensation or Nominating
committees and handle matters that might otherwise be delegated to these
committees in executive session; all Board members are included in the executive
sessions.
COMMON STOCK OWNERSHIP DIRECTORS, EXECUTIVE OFFICERS, AND CERTAIN PRINCIPAL
SHAREHOLDERS
The following table sets forth information concerning the
beneficial ownership of the Company's common stock as of December 12, 1995 by
each director and executive officer. The Company knows of no person who is the
beneficial owner of more than five percent of its outstanding common stock,
other than as specified below.
Amount and Nature
Beneficial Owner Director Beneficial Ownership(12) Percent of Class
- ------------------------ -------------------- ----------------
Rice E. Brown 7,891 0.01%
E. Lynn Caswell(13) 81,690 0.99%
Raymond B. Cox 25,000 0.30%
Louis F. Cumming(14) 18,500 0.22%
William C. Demmin(13) 15,224 0.19%
Alfred H. Jannard 22,842 0.28%
Cheryl Moore 7,708 0.09%
Margaret A. Redmond 23,996 0.29%
John W. Rose 185,185 2.25%
Henry E. Schelein 4,000 0.05%
David C. Wooten 4,235 0.05%
All Directors and
Executive Officers as
a group (11 in number) 396,271 4.82%
________________________________________________________________________________
(12) Beneficial owner of a security includes any person who, directly or
indirectly, through any contract, arrangement, understanding,
relationship, or otherwise has or shares: (a) voting power, which
includes the power to vote, or to direct the voting power, of such
security; and/or (b) investment power, which includes the power to
dispose, or to direct the disposition of such security. Beneficial owner
also includes any person who has the right to acquire beneficial
ownership of such security as defined above withing 60 days of the Record
Date.
(13) Mr. Caswell and Mr. Demmin are also executive officers.
(14) Mr. Cumming is an executive officer of the Bank, but he does not hold an
officer position with the Company.
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PROPOSAL: APPROVE AMENDMENT TO THE
ARTICLES OF INCORPORATION TO
INCREASE THE NUMBER OF AUTHORIZED
SHARES FROM 25,000,000 TO 100,000,000
BACKGROUND
The Board of Directors believes it is advisable and in the best interests
of the Company and its shareholders, and has directed that the Company solicit
its shareholders, to amend Article FOUR of the Company's Articles of
Incorporation which would increase the authorized number of shares of Common
Stock of the Company from 25,000,000 to 100,000,000 shares. As a result of the
one-for-five reverse stock split effected December 14, 1993, the authorized
number of shares of Common Stock decreased form 10,000,000 shares to 2,000,000
shares. In the first quarter of 1994, the Company received shareholder approval
and increased the number of authorized shares from 2,000,000 to 25,000,000.
As of December 12, 1995, 8,228,436 shares of Common Stock of the Company
were issued and outstanding. There are no other classes of stock outstanding,
and the Company has 5,000,000 shares of Preferred Stock authorized.
On March 31, 1995, the Company completed a private placement offering of
4,547,111 shares of its Common Stock, no par value at the price of $1.35 per
share to several accredited investors as defined in SEC Regulation D, and the
Company raised approximately $5,669,000 in net proceeds in the private
placement. The private placement offering was undertaken in order to raise
capital in accordance with a Section 8(b) Order issued by the FDIC and entered
into between Monarch Bank, the wholly-owned subsidiary of the Company, and the
FDIC, and a Section 1913 Order ("1913 Order") issued by the California
Superintendent of Banks and agreed to by the Bank (collectively referred to
herein as the "Orders"), and (ii) to provide additional capital for prudent
expansion of the Bank and the Company through continued growth of its present
facility and possible future facilities. With the completion of the initial
phase of the private placement offering on March 31, 1995, the Bank's leverage
capital ratio increased to approximately 7.85%. The Company retained $53,500
from the net proceeds of the private placement offering for the retirement of
debt and $2,065,000 for general corporate purposes.
On July 14, 1995, the Company commenced an offering of up to 3,177,296
shares of its Common Stock in a rights and public offering at a price of $1.35
per share. This offering concluded in September 1995. The Company raised
approximately $3,464,000 in net proceeds in the public offering, and the Company
increased its leverage capital ratio as of September 30, 1995 to 15.4%.
The California State Banking Department has recently completed an
examination of the Bank, that the Bank has now been rated satisfactory, and
management of the Bank anticipates that the California Superintendent of Banks
will remove the 1913 Order in the near future. Management of the Bank has also
applied to the FDIC for removal of the Section 8(b) Order, and the Company
believes that the Section 8(b) Order will also be removed in the near future.
If approved by the stockholders, the balance of the increased number of
authorized shares of Common Stock will be available for issuance from time to
time for such other purposes as the
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Board of Directors may approve and no further vote of stockholders of the
Company will be required, except as provided under California law. The
availability of additional shares for issue, without the delay and expense of
obtaining the approval of stockholders at a meeting, will also afford the
Company greater flexibility in acting upon proposed transactions, such as stock
dividends, mergers and acquisitions, and possible additional infusions of
capital into the Company and the Bank.
The additional shares of Common Stock for which authorization is sought
would have identical rights as the shares of Common Stock of the Company now
authorized. Holders of Common Stock do not have preemptive rights to subscribe
for any additional securities which may be issued by the Company. The issuance
of additional shares of Common Stock to new investors may have the affect of
diluting the interest of existing stockholders of the Company. The Company has
several reasons for the increase in authorized shares, including possible
mergers and acquisitions and possible additional infusions of capital into the
Company and the Bank. The Board of Directors has therefore approved an
amendment to the Articles of Incorporation to increase the number of authorized
shares of Common Stock from 25,000,000 to 100,000,000 shares. This proposal
must now be approved by a majority of the outstanding shares of Common Stock of
the Company to be effective.
RECOMMENDATION OF MANAGEMENT
The Board of Directors of the Company believes that the approval of the
proposed amendment to the Articles of Incorporation to increase the number of
authorized shares of Common Stock of the Company from 25,000,000 to 100,000,000
shares is in the best interests of the Company and therefore recommends that you
tender your written consent in favor of the proposal.
DOCUMENTS INCORPORATED BY REFERENCE
The Company's Annual Report on Form 10-KSB for the year ended December
31, 1994, and Quarterly Reports on Form 10-QSB for the periods ended March 31,
1995, June 30, 1995 and September 30, 1995 are hereby incorporated in this
Written Consent Statement by reference.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act after the date of this Written Consent Statement
shall be deemed to be incorporated by reference in this Written Consent
Statement and to be a part hereof from the date such documents are filed. Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Written Consent Statement to the extent that a statement contained herein
or in any other subsequently filed document that also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Written Consent Statement.
The Company will provide by first class mail within one business day of
an oral or written request without charge to each person to whom a copy of this
Written Consent Statement is delivered a copy of any or all of the documents
incorporated by reference herein other than
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<PAGE>
exhibits to such documents. Requests should be directed to Monarch Bancorp,
30000 Town Center Drive, Laguna Niguel, California 92677, Attention: William
C. Demmin, Executive Vice President and Chief Financial Officer.
The Board of Directors of the Company asks that you complete, date and
execute the enclosed Consent to the proposed amendment to Articles of
Incorporation and that you return the executed Consent to the Company in the
enclosed envelope.
If you have any questions regarding the Proposal, the Written Consent
Statement, or any related matter, please contact Mr. E. Lynn Caswell, President
and Chief Executive Officer, Mr. William C. Demmin, Executive Vice President and
Chief Financial Officer, or Ms. Carole Bowman, Executive Vice President of
Monarch Bank, telephone number (714) 495-3300.
Your interest and participation are appreciated.
Date: ______________, 1996 By Order of the Board of Directors
E. Lynn Caswell
President and Chief Executive Officer
9
<PAGE>
WRITTEN CONSENT
OF SHAREHOLDERS OF
MONARCH BANCORP
(bank holding company for Monarch Bank)
TO AMEND THE ARTICLES OF INCORPORATION
TO INCREASE THE NUMBER OF AUTHORIZED SHARES
OF COMMON STOCK FROM 25,000,000 TO 100,000,000
The undersigned record holder of _______ shares of Common Stock of Monarch
Bancorp, Laguna Niguel, California (the "Company"), hereby consents to, and does
hereby approve, an amendment to the Articles of Incorporation of the Company
which, when filed with the California Secretary of State, will increase the
number of authorized shares of Common Stock of the Company from 25,000,000 to
100,000,000 shares.
_ FOR _ AGAINST _ ABSTAIN
By signing this Written Consent, a shareholder of the Company shall be
deemed to have voted all shares of the Company's Common Stock which he is
entitled to vote in accordance with the specifications made above, with respect
to the proposal described above. IF A SHAREHOLDER SIGNS AND RETURNS THIS
WRITTEN CONSENT, BUT DOES NOT INDICATE THEREON THE MANNER IN WHICH HE WISHES HIS
SHARES TO BE VOTED WITH RESPECT TO THE PROPOSAL DESCRIBED ABOVE, THEN SUCH
SHAREHOLDER WILL BE DEEMED TO HAVE GIVEN HIS AFFIRMATIVE WRITTEN CONSENT TO THE
PROPOSAL. A Written Consent marked "abstain" will not be voted either for or
against such proposal.
THIS WRITTEN CONSENT IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
THE COMPANY. THIS WRITTEN CONSENT MAY BE REVOKED AT ANY TIME PRIOR TO THE
RECEIPT BY THE COMPANY OF AFFIRMATIVE WRITTEN CONSENTS REPRESENTING A MAJORITY
OF THE COMPANY'S OUTSTANDING SHARES OF COMMON STOCK BY FILING A WRITTEN
INSTRUMENT REVOKING THE WRITTEN CONSENT WITH THE COMPANY'S SECRETARY.
THE COMPANY'S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU GIVE YOUR
AFFIRMATIVE WRITTEN CONSENT TO THE PROPOSED INCREASE IN AUTHORIZED SHARES OF
COMMON STOCK FROM 25,000,000 TO 100,000,000 SHARES.
Dated: ____________________, 1996 _______________________________________
Typed or Printed Name
_______________________________________
Signature
_______________________________________
Typed or Printed Name
_______________________________________
Signature
(Please date this Written Consent and sign your name as it
appears on your stock certificates. Executors, administrators,
trustees, etc., should give their full titles. All joint owners
should sign.)
