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
April 29, 1997
Date of Report (Date of Earliest Event Reported)
MONARCH BANCORP
(Exact Name of Registrant As Specified In Its Charter)
CALIFORNIA
(State or Other Jurisdiction of Incorporation)
0-13551 95-3863296
(Commission File Number) (IRS Employer Identification No.)
30000 Town Center Drive
Laguna Niguel, California 92677
(Address of Principal Executive Offices)(Zip Code)
(714) 495-3300
(Registrant's Telephone Number, including Area Code)
NOT APPLICABLE
(Former Name or Former Address, If Changed Since Last Report)
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Item 5. Other Events.
On April 29, 1997, Monarch Bancorp ("Monarch") announced the signing of
an Agreement and Plan of Reorganization, dated April 29, 1997, between Monarch
and SC Bancorp ("SCB") pursuant to which SCB will Merge with and into Monarch. A
copy of the joint press release issued by Monarch and SCB in connection with the
announcement is attached hereto as Exhibit 99.7 and is incorporated by reference
in its entirety.
Item 7. Financial Statements, Pro forma Financial Statements and Exhibits.
(c) Exhibits.
The following exhibits are filed with this Current Report on Form 8-K:
Exhibit
Number Description
99.7 Joint Press Release of Monarch Bancorp and SC Bancorp,
dated April 29, 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: May 2, 1997
MONARCH BANCORP
By: /c/ Arnold C. Hahn
Name: Arnold C. Hahn
Title: Executive Vice President and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit
Number Description
99.7 Joint Press Release of Monarch Bancorp and SC Bancorp,
dated April 29, 1997.
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EXHIBIT 99.7
[Monarch Bancorp Letterhead]
PRESS RELEASE
Monarch Bancorp (OTC: MOBP) SC Bancorp (AMEX: SCK)
30000 Town Center Drive 3800 East La Palma Avenue
Laguna Niguel, CA 92677 Anaheim, CA 92807-1798
Contact: Hugh S. Smith, Jr. Contact: Larry D. Hartwig
Chairman and President & Chief
Chief Executive Officer Executive Officer
Phone: 310/477-2401 Phone: 714/238-3111
FAX: 310/477-8611 Fax: 714/630-4654
FOR IMMEDIATE RELEASE
MONARCH BANCORP AND SC BANCORP ANNOUNCE PLAN TO MERGE.
CREATION OF THE LARGEST BANK HEADQUARTERED IN ORANGE COUNTY WITH $1.4 BILLION IN
ASSETS.
April 29, 1997
Monarch Bancorp and SC Bancorp jointly announced today that they have signed a
definitive agreement to merge, subject to approval by the banking regulators and
shareholders of both companies. Under the terms of the merger, each shareholder
of SC Bancorp will receive shares in Monarch Bancorp based upon a purchase price
of $14.25 per share of SC Bancorp common stock and a floating exchange ratio for
Monarch common stock within a market price ranging from $2.75 to $3.75 per
share. Based upon a market price of Monarch Bancorp stock of $3.75, as of the
close of trading on April 28, 1997, each shareholder of SC Bancorp would receive
approximately 3.8 shares of Monarch Bancorp. The merger with SC Bancorp is not
expected to affect the anticipated second quarter closing of the previously
announced merger between Monarch Bancorp and California Commercial Bankshares.
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Upon completion of the mergers, Monarch Bancorp would have three subsidiary
banks: Western Bank in Los Angeles, National Bank of Southern California in
Newport Beach and Southern California Bank in Anaheim. The assets of the
combined companies were $1.4 billion at March 31, 1997. As a result of the
merger, Monarch Bancorp will become one of the largest community banks operating
in Southern California and the largest in the fast growing Orange County market.
Harold A. Beisswenger, Chairman of the Board of SC Bancorp and its subsidiary,
Southern California Bank, commented, "the joining of forces of Southern
California Bank with Western Bank and National Bank of Southern California marks
a momentous change to the landscape for community banking in Southern
California. We are pleased that the combination of our organizations will allow
Monarch's subsidiary banks to expand their product lines while simultaneously
broadening loan opportunities throughout Southern California. Further, the
creation of this super-community bank will allow each of the organizations to
provide enhanced relationship banking services to their customers. There is an
outstanding strategic fit between our organizations, and the combination of
these companies will greatly enhance the value of our franchise and the value to
be realized by our shareholders."
Upon completion of the merger, Hugh Smith will continue as Chairman of the Board
and Chief Executive Officer of Monarch Bancorp and Mr. Beisswenger will become a
Director of Monarch Bancorp. Matthew P. Wagner will continue in his dual role as
President of Monarch Bancorp and as the President and Chief Executive Officer of
Western Bank, while Joseph Digange will continue as Chairman of the Board of
Western Bank and a Director of Monarch Bancorp. Larry D. Hartwig will continue
as President and Chief Executive Officer of Southern California Bank and will
become a Director of Monarch Bancorp. Upon the close of the merger between
Monarch Bancorp and California Commercial Bankshares, William H. Jacoby and Mark
H. Stuenkel will continue as Chairman of the Board and President of National
Bank of Southern California, respectively; and Robert McKay, the current
Chairman of California Commercial Bankshares, as well as Messrs. Jacoby and
Stuenkel, will become directors of Monarch Bancorp.
Mr. Smith, the Chairman and Chief Executive Officer of Monarch Bancorp,
commented that he "could not be more pleased with the merger of our two
organizations. The consolidation of these two fine organizations will allow the
shareholders of Monarch Bancorp, California Commercial Bankshares and SC Bancorp
to mutually benefit from the significant leveraging of our technology,
operations and products, as well as the continued recovery of the California
economy. The strategic combination of these banking institutions will enable
each to provide a superior level of service to individuals and businesses
throughout Southern California."
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As previously announced, Monarch Bancorp (OTC: MOBP) expects to effect an 8.5
for 1 reverse stock split and to list its common stock on the NASDAQ National
Market System upon the consummation of its merger with California Commercial
Bankshares. With approximately 2200 shareholders from the combination of Monarch
Bancorp, California Commercial Bankshares and SC Bancorp (AMEX: SCK), the
companies expect an active market to develop for Monarch Bancorp's common stock.
It is anticipated that the merger will be consummated by the end of the fourth
quarter of 1997, subsequent to obtaining the necessary shareholder and
regulatory approvals.
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