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
February 24, 1997
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Date of Report (Date of Earliest Event Reported)
MONARCH BANCORP
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(Exact Name of Registrant As Specified In Its Charter)
CALIFORNIA
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(State or Other Jurisdiction of Incorporation)
0-13551 95-3863296
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(Commission File Number) (IRS Employer Identification No.)
30000 Town Center Drive
Laguna Niguel, California 92677
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(Address of Principal Executive Offices) (Zip Code)
(714) 495-3300
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(Registrant's Telephone Number, including Area Code)
NOT APPLICABLE
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events.
On February 24, 1997, Monarch Bancorp ("Monarch") announced its
Fourth-Quarter Earnings. Also on February 24, 1997, Monarch Bancorp announced
that, based upon the respective 1996 fiscal year end book values of Monarch
Bancorp and California Commercial Bankshares ("CCB"), each share of CCB common
stock will be exchanged for 8.5 shares of Monarch common stock in the merger of
CCB with and into Monarch. A copy of the press release issued by Monarch in
connection with the announcements is attached hereto as Exhibit 99.5 and is
incorporated by reference in its entirety.
Item 7. Financial Statements, Pro forma Financial Statements and Exhibits.
(c) Exhibits.
The following exhibit is filed with this Current Report on Form 8-K.
Exhibit
Number Description
99.5 Press Release of Monarch Bancorp, dated February 24, 1997.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunder duly authorized.
Dated: February 27, 1997
MONARCH BANCORP
By: /s/ Arnold C. Hahn
Name: Arnold C. Hahn
Title: Executive Vice President and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit
Number Description
99.5 Press Release of Monarch Bancorp, dated February 24, 1997.
EXHIBIT 99.5
[Monarch Bancorp Letterhead]
FOR IMMEDIATE RELEASE CONTACTS: Hugh Smith
February 24, 1997 Chairman & CEO
(310) 477-2401
Arnold Hahn
Chief Financial Officer
(714) 249-4272
MONARCH BANCORP ANNOUNCES FOURTH-QUARTER EARNINGS;
EXCHANGE RATIO WITH CALIFORNIA COMMERCIAL BANKSHARES SET
Laguna Niguel, California . . . Monarch Bancorp today announced that its
consolidated net income for the year ended December 31, 1996 was $738 thousand,
or $0.05 per share. For the fourth quarter of 1996, Monarch earned $433
thousand, or $0.01 per share. This compares with earnings of $684 thousand and
$0.13 per share for the year ended December 31, 1995 and $394 thousand and $0.05
per share for the fourth quarter of 1995. Of the $0.13 in earnings per share in
l995, approximately $0.10 resulted from tax benefits of $496 thousand.
There were several one-time charges to income in the fourth quarter associated
with both the acquisition of Western Bank and the preparation for the previously
announced acquisition of California Commercial Bancshares. These items,
including goodwill amortization of $499,000, reduced full year consolidated net
income by approximately $1 million, or $0.07 per share. For the quarter, income
was reduced by approximately $920 thousand, or $0.03 per share. Without the
amortization of goodwill, Monarch would have earned $1,237,000, or $0.08 per
share, for the year and $932,000, or $0.03 per share, for the fourth quarter.
On September 30, 1996 the Company acquired for cash all of the issued and
outstanding shares of Western Bank, a state chartered bank located in West Los
Angeles. Western, with $431 million in assets at December 31, 1996, has five
offices, including its head office in Westwood. Western's operations were
included in Monarch's results beginning on October 1, 1996. The net
consideration for the acquisition of Western was approximately $66.6 million.
The Company funded the purchase price with approximately $43.2 million in net
proceeds in a private placement of slightly over 26 million common shares and
borrowed $11 million under a three year revolving loan. Due to the acquisition
of Western Bank and the issuance of shares, weighted average shares outstanding
were 15.0 million for the full year 1996, and 35.3 million for the fourth
quarter of 1996.
Hugh S. Smith, Jr., Chairman and Chief Executive Officer, stated: "The 1996
fourth quarter of Monarch was one of the most exciting in my 37 year banking
career as we prepared for the future of the Company. Monarch is well positioned
for the future and ready to capitalize on the improving Southern California
economy and the on-going consolidation in the industry. Western results were
included in Monarch's results only for the fourth quarter and the impact of the
one-time items essentially nullified Western's earnings. Although several one
time items negatively impacted earnings for this year, we believe core earnings
are solid and that significant operational efficiencies are already in place.
When the merger with California Commercial Bankshares is completed, currently
expected to be during the second quarter of fiscal 1997, there will be more
leveraging of the management and operational infrastructure we have built in the
fourth quarter. We expect our shareholders, customers and employees will be
pleased with Monarch's future."
On December 19, 1996, Mr. Smith 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 that they
had 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 $864 million at December 31, 1996.
The terms of the merger provided that shareholders of California Commercial
Bankshares would receive shares in Monarch Bancorp in accordance with an
exchange ratio to be determined based upon the respective 1996 fiscal end book
values of the two companies. Monarch today announced that, based upon such year
end book values, each share of CCB common stock would be exchanged for 8.5
shares of Monarch common stock.
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, who has been appointed President of Monarch
Bancorp, will also continue as President and Chief Executive Officer of Western
Bank. Mark Stuenkel will continue as President and CEO 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.
Monarch also announced its intention to apply for the inclusion for quotation of
its common stock on the NASDAQ National Market System. In connection with this
application, Monarch may effect a reverse stock split, which may affect the
exchange ratio for the CCB common stock. 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 upon obtaining shareholder and regulatory approval.
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