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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995 COMMISSION FILE NUMBER 0-15984
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COMBANCORP
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(Exact name of registrant as specified in its charter)
CALIFORNIA 95-3737171
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
6001 E. WASHINGTON BLVD., CITY OF COMMERCE, CA 90040
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (213) 724-8800
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Securities registered pursuant to Section 12(b) of the Act:
NONE
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, NO PAR VALUE
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. YES X NO
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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 BEST OF REGISTRANT'S KNOWLEDGE, IN ANY AMENDMENT TO THIS FORM 10-K. [X]
As of March 22, 1996, there were 565,789 shares of Common Stock, no par
value, issued and outstanding, and the aggregate market value of the Common
Stock, based on the average bid and asked prices, quoted by the National
Quotation Bureau, Inc., held by non-affiliates of the registrant was
approximately $3,513,125. Solely for purposes of this calculation, all
directors and officers were excluded as affiliates of the registrant.
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ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The following is a summary of certain information regarding the
directors and executive officers of the Company.
<TABLE>
<CAPTION>
Director
Director Age Since Principal Occupation
-------- --- ------- --------------------
<S> <C> <C> <C>
Richard F. Demerjian 60 1982 Mr. Demerjian has been Chairman of the Board of the
Company and the Bank, and Chief Executive Officer
of the Company since their respective organization,
and President and Chief Executive Officer of the
Bank since June 1, 1987. From May 1984 to January
1987, he also was Chairman of the Board and Chief
Executive Officer of Heath & Company, a national
electrical sign manufacturer. Prior thereto, Mr.
Demerjian was President and sole shareholder of
Luminart Neon Company, Inc. He is a member of the
Rotary Club of Montebello, past Chairman of the
Board of the Montebello Chamber of Commerce and
currently serves on the Board of Directors of the
Beverly Community Hospital Association and
Montebello Community Health Services, Inc.
Robert L. Glover 55 1994 Mr. Glover has been President, director and a
principal shareholder of Alea, Inc., d/b/a
Bettermade Plastics, a plastics and other
disposable products master distributor in Los
Angeles, California since 1974. Mr. Glover holds a
Bachelor of Arts degree from Columbia College of
Chicago, Los Angeles, California.
Jack Minasian 68 1982 Mr. Minasian has been principal shareholder of
Metropolitan Waste Disposal Company, Inc.,
Montebello, California, since 1953, and is
currently Chairman of the Board.
</TABLE>
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<TABLE>
<S> <C> <C> <C>
James C. Oppenheim 50 1982 Mr. Oppenheim has been President and sole
shareholder of Oppenheim Insurance Agency, Inc.,
Sylmar, California, since 1970. He is also Chief
Executive Officer of Compensation Control, Inc.,
COMTRAC, Inc., ICH, Inc., and GOP Investments, Inc.
Mr. Oppenheim attended Pierce College and Los
Angeles Valley College. He is a member of the
Professional Insurance Agents.
Phillip J. Pace 60 1989 Mr. Pace has been President and owner of Pace
Development Company, a real estate management
company, since 1965, and is also currently Chairman
of the Board, President and principal shareholder
of Pace Land & Development Company, Inc., a general
contractor in Montebello, California. He holds an
Associates of Arts degree from East Los Angeles
College, Los Angeles, California. Mr. Pace is a
member of the Rotary Club and a past Chairman of
the Board of the Montebello Chamber of Commerce.
He was also founder and director of Golden Security
Thrift & Loan Association, Alhambra, California,
and was elected to three terms as Treasurer of the
City of Montebello.
Richard J. Strayer 47 1992 Mr. Strayer is President and sole shareholder of
Strayer & Associates, Inc., a bookkeeping service
located in Downey, California. Mr. Strayer has
held this position since 1972. Mr. Strayer is a
member and past President of the Bell-Maywood
Toastmaster Club, the San Gabriel Chapter Inland
Society of Tax Consultants and is a member of the
National Society of Public Accountants and the
National Association of Enrolled Agents.
</TABLE>
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<TABLE>
<S> <C> <C> <C>
Esther G. Wilson 58 1986 Ms. Wilson has been Chief Financial Officer of the
Company since May 1985, Secretary of the Company
since 1991, and Senior Vice President and Cashier
of the Bank since October 1982. She also has
served as Secretary of the Bank since 1986. Prior
to joining the Bank, Ms. Wilson was employed by
Lloyds Bank California for over 23 years, serving
from 1973 to 1982 as Vice President and Regional
Operations Supervisor. Ms. Wilson holds a Graduate
Certificate from the Colorado School of Banking at
the University of Colorado.
</TABLE>
In addition to the above individuals, the following person is
considered an executive officer of the Company:
<TABLE>
<S> <C> <C>
Hugh Waddell 56 Mr. Waddell joined Commerce National Bank on May 25,
1994 as its Senior Vice President and Credit
Administrator. Mr. Waddell has over 32 years of
experience in all phases of community banking. Prior
to joining the Bank, Mr. Waddell served as Executive
Vice President for nine years with Western Security
Bank in Burbank.
</TABLE>
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ITEM 11. EXECUTIVE COMPENSATION.
Summary Compensation Table
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No executive officer of the Company earned cash compensation during
the year ended December 31, 1995, except in his or her capacity as an executive
officer of the Bank, and except for director's fees paid by the Bank to its
Board of Directors. The following table sets forth a comprehensive overview of
the compensation of the Company's Executive Officers during 1995 and
comparative data for the previous two fiscal years. The Named Executive
Officers of the Company received salary and bonus in excess of $100,000 during
1995.
<TABLE>
<CAPTION>
Long Term
Annual Compensation Compensation
----------------------- ------------
Name and Salary Bonus Options
Principal Positions Year $ $ #
------------------- ---- ------- ------ ------------
<S> <C> <C> <C> <C>
Richard F. Demerjian 1995 151,505 20,000 -
Chairman, Chief Executive 1994 127,692 25,000 -
Officer and President of the 1993 127,692 2,456 18,750
Company and the Bank
Esther G. Wilson 1995 98,817 12,000 -
Chief Financial Officer of the 1994 81,005 15,000 -
Company, and Senior Vice 1993 81,005 1,558 12,750
President, Cashier and
Secretary of the Bank
</TABLE>
Aggregated Option Exercises and Year-End Option Value Table
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The following table sets forth the number and value of options held by
the Named Executive Officers at December 31, 1995. No stock options or stock
appreciation rights were exercised by the Executive Officers during 1995.
<TABLE>
<CAPTION>
Value of Unexercised
Number of Unexercised In-the-Money Options
Options at Year-End at Year-End(1)
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Name Exercisable/Unexercisable Exercisable/Unexercisable
---- ------------------------- -------------------------
<S> <C> <C>
Richard F. Demerjian 18,750 / 0 $42,188 / $0
Esther G. Wilson 12,750 / 0 $28,688 / $0
</TABLE>
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(1) $9.25 per share at December 31, 1995
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Compensation of Directors
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Directors of the Company do not receive director's fees for attendance
at Company Board meetings. However, each non-employee director of the Company
who also served on the Board of Directors of the Bank during 1995 received
director's fees of $750 from the Bank per regular Board meeting attended. Each
non-employee director of the Bank received an additional fee of $250 for each
month of service on the various Bank Committees when meetings were held other
than at the regularly scheduled board meeting. No other agreements or
arrangements exist with respect to compensation for services as a director of
the Bank. Pursuant to the foregoing arrangements, the Bank paid $44,500 in
aggregate compensation to directors during 1995.
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
Security Ownership of Certain Beneficial Owners
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Management knows of no person who, as of March 31, 1996, beneficially
owned in excess of five percent (5%) of the outstanding Common Stock of the
Company, except for the persons who, as of such date, beneficially owned in
excess of five percent (5%) of the Company's Common Stock identified elsewhere
herein (see "ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT -- Security Ownership of Management") and the persons identified in
the following table:
<TABLE>
<CAPTION>
Common Stock Beneficially Owned
as of March 31, 1996
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Number of Shares Percent
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<S> <C> <C>
Adelle N. Soffa(1) 45,936 8.1%
Edith Sugden(2) 44,503 7.9%
</TABLE>
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(1) The business address of Mrs. Soffa is 5901 Corvette Street, City of
Commerce, California 90040.
(2) Mrs. Sugden's business address is 6832 Foster Bridge Road, Bell
Gardens, California 90201.
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Security Ownership of Management
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The following table sets forth certain information regarding the
beneficial ownership of the Company's Common Stock as of March 31, 1996 by each
director of the Company, and by all directors and executive officers(1) of the
Company as a group.
<TABLE>
<CAPTION>
Common Stock Beneficially Owned
as of March 31, 1996
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Number of
Shares Percent
---------- -------
<S> <C> <C>
Richard F. Demerjian 60,522(2) 10.4%
Robert L. Glover 43,175(3) 7.6%
Jack Minasian 21,500(3) 3.8%
James C. Oppenheim 22,291(4) 3.9%
Phillip J. Pace 48,546(3) 8.5%
Richard J. Strayer 8,850(3) 1.6%
Esther G. Wilson 15,655(5) 2.7%
All directors and executive
officers as a group (8 persons
including those listed above) 220,539(6) 35.5%
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</TABLE>
(1) As used herein, the term "executive officer" means the Chairman/Chief
Executive Officer and Senior Vice President/Chief Financial Officer of
the Company, and the Senior Vice President/Senior Credit Officer of
the Bank.
(2) Includes 625 shares owned by Mr. Demerjian's wife, 4,519 shares
allocated to Mr. Demerjian's account and held in trust under the
Company's Employee Stock Ownership Plan (the "ESOP") and 18,750 shares
which may be acquired within 60 days through the exercise of
outstanding options. Mr. Demerjian disclaims any beneficial interest
in the shares owned by his wife. Mr. Demerjian's business address is
the same as that of the Company.
(3) Includes 5,000 shares which may be acquired within 60 days through the
exercise of outstanding options.
(4) Includes 125 shares owned by Oppenheim Insurance Agency, Inc., of
which Mr. Oppenheim is President, director and principal shareholder,
and 5,000 shares which may be acquired within 60 days through the
exercise of outstanding options.
(5) Includes 3,030 shares allocated to Ms. Wilson's account and held in
trust under the ESOP, and 12,500 shares which may be acquired within
60 days through the exercise of outstanding options.
(6) Includes an aggregate of 7,549 shares held in trust under the ESOP and
56,250 shares which may be acquired within 60 days through the
exercise of outstanding options.
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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Certain officers and directors of the Company, and their affiliates,
borrowed funds from the Bank during 1995. All the loans were made in the
ordinary course of business on substantially the same terms, including interest
rates and collateral, as those prevailing at the time for comparable
transactions with other persons, and did not involve more than the normal risk
of collectibility or present other unfavorable features. At December 31, 1995,
loans to officers and directors totaled approximately $892,000.
The Bank leases the Montebello branch facility from a company owned by
Phillip J. Pace, a director of the Company, at a monthly rate of $5,190 plus
normal repairs and maintenance, property taxes and insurance. Lease expense
for all operating leases was $73,000 in 1995, substantially all of which was
paid to the related party.
During the year ended December 31, 1995, the Company paid to a company
controlled by James C. Oppenheim, a director of the Company, approximately
$60,000 for insurance premiums.
It is the opinion of management of the Company that such transactions
were no less favorable to the Company than those which could have been obtained
from persons not affiliated with the Company.
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SIGNATURES
Pursuant to the requirement of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
COMBANCORP
Date: April 26, 1996
By: /s/ ESTHER G. WILSON
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Esther G. Wilson
Chief Financial Officer
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