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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of report (Date of earliest event reported) -- DECEMBER 20, 1996
MONARCH BANCORP
(Exact name of registrant as specified in its charter)
CALIFORNIA 0-13551 95-3863296
(Name or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
30000 TOWN CENTER DRIVE, LAGUNA NIGUEL, CA 92667
(Address of principal executive officer) (Zip Code)
(Registrants' telephone number, including area code) -- (714) 495-3300
NA
(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS
On December 19, 1996, Monarch Bancorp ("Monarch") executed an Agreement with
California Commercial Bankshares (the "Company") in which the Company will merge
with and into Monarch, and National Bank of Southern California, the wholly-
owned subsidiary of the Company, will become a wholly-owned subsidiary of
Monarch. The Agreement provides for the shareholders of the Company to receive
shares of Monarch having a year-end adjusted book value equal to 1.6 times the
year-end adjusted book value of the Company. The adjustments to book value will
include certain expenses related to the merger.
The Agreement is subject to several conditions, including approval of the
shareholders of Monarch and the Company and, regulatory approvals.
Attached as an exhibit is the press release.
(a) EXHIBITS.
(1) Press Release of December 19, 1996
SIGNATURE
Pursuant to the requirements of the Securities Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
MONARCH BANCORP
Dated: December 20, 1996 By: /s/ HUGH S. SMITH, JR.
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Hugh S. Smith, Jr., Chairman of the
Board and Chief Executive Officer
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PRESS RELEASE
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Monarch Bancorp California Commercial Bankshares
30000 Town Center Drive 4100 Newport Place
Laguna Niguel, CA 92677 Newport Beach, CA 92660
Contact: Hugh S. Smith, Jr. Contact: Mark H. Stuenkel
Chairman and President - National Bank
Chief Executive Officer of Southern California
Phone: 310/477-2401 Phone: 714/863-2325
Fax: 310/477-8611 Fax: 714/863-2336
FOR IMMEDIATE RELEASE
Monarch Bancorp and California Commercial Bankshares announce plan to merge.
December 19, 1996
Hugh S. Smith, Jr., Chairman of the Board of Monarch Bancorp, Laguna Niguel, and
William H. Jacoby, President and Chief Executive Officer of California
Commercial Bankshares, Holding Company for National Bank of Southern California,
Newport Beach, jointly announced today that they have signed a definitive
agreement, subject to regulatory and shareholder approval, whereby Monarch
Bancorp and California Commercial Bankshares will merge.
Upon completion of the merger Monarch Bancorp, as the surviving corporation,
will own Western Bank in Los Angeles, National Bank of Southern California in
Newport Beach and Monarch Bank in Laguna Niguel. The assets of the combined
companies were $840 million at September 30, 1996. As a result of the merger,
Monarch Bancorp would be the largest community banking company headquartered in
Orange County.
Under the terms of the merger, each shareholder of California Commercial
Bankshares will receive shares in Monarch Bancorp having a year-end adjusted
book value equal to 1.6 times the year-end adjusted book value of California
Commercial Bankshares. The adjustments to book value will include certain
expenses related to the merger. Based upon these estimates and the existing
capital structures of the two companies, each shareholder of California
Commercial Bankshares would receive approximately eight shares of Monarch
Bancorp for each share held of California Commercial Bankshares.
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Mark H. Stuenkel, President of National Bank of Southern California, commented,
"The joining of forces of these organizations is an important step for community
banking in Southern California. While each bank will continue to operate under
its own name, the combining of deposits and profits for the holding company will
be substantial. Further, we are pleased that the combination of our
organizations will allow each of the Banks to expand its product lines while
simultaneously broadening loan opportunities through southern California."
Upon completion of the merger Hugh Smith will continue as Chairman and Chief
Executive Officer of Monarch Bancorp and William Jacoby will remain Chairman of
the Board of National Bank of Southern California and will become a director of
Monarch Bancorp. Joseph Digange will continue as Chairman of the Board of
Western Bank and Matthew Wagner will continue as President and Chief Executive
Officer of Western Bank. Lynn Caswell will retain his role as Vice Chairman of
Monarch Bancorp. Mark Stuenkel will continue as President of National Bank of
Southern California and will become a director of Monarch Bancorp. Robert
McKay, Chairman of California Commercial Bankshares, will also become a director
of Monarch Bancorp.
Mr. Smith commented that "the merger of our organizations creates an opportunity
for our shareholders to participate in the continued recovery of the California
economy. Further, this transaction, along with Monarch's recently closed
acquisition of Western Bank, continues to enhance our franchise value."
Monarch announced its intention to list its common stock on the NASDAQ National
Market System. With approximately 1,200 shareholders in the combined
organizations, both companies expect a more active market to develop for
Monarch's common stock.
It is anticipated that the merger will be consummated by the end of the second
quarter of 1997 upon obtaining shareholder and regulatory approval.
