<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT
Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
For the Year Ended December 31, 1994
VENTURA COUNTY NATIONAL BANCORP
401(K)/EMPLOYEE STOCK OWNERSHIP PLAN
Ventura County National Bancorp
500 Esplanade Drive
Oxnard, CA 93030
-1-
<PAGE>
ITEM 1. CHANGES IN THE PLAN
---------------------------
Effective July 1, 1994, the following changes were made to the Plan:
1. Dai-Ichi Kangyo Bank of California is the Plan trustee.
2. Employees shall become a participant in the Plan on the first day of January,
April, July and October following or coinciding with ninety days of service.
3. The vesting schedule is as follows:
YEARS OF VESTED
VESTING SERVICE PERCENTAGE
Less than 1 0%
1 20%
2 40%
3 60%
4 80%
5 100%
ITEM 2. CHANGES IN INVESTMENT POLICY
-not applicable-
ITEM 3. CONTRIBUTIONS UNDER THE PLAN
The Issuer, Ventura County National Bancorp, has made the following
contributions since the inception of the Plan:
<TABLE>
<CAPTION>
PLAN PERIOD CONTRIBUTION
<S> <C>
For the twelve months ended September 30, 1988 $ 66,761
For the twelve months ended September 30, 1989 120,567
For the twelve months ended September 30, 1990 844,927
For the three months ended December 31, 1990 216,501
For the twelve months ended December 31, 1991 801,590
For the twelve months ended December 31, 1992 755,178
For the twelve months ended December 31, 1993 736,452
For the twelve months ended December 31, 1994 47,434
</TABLE>
ITEM 4. PARTICIPATING EMPLOYEES
As of December 31, 1994, there were 139 employees participating in the Plan.
-2-
<PAGE>
ITEM 5. ADMINISTRATION OF THE PLAN
a. The names and addresses of the persons who administer the Plan, the capacity
in which they act, and their positions or offices with the issuer are as
follows:
Administrative Committee:
Richard S. Cupp CEO/President, Ventura County National Bancorp
Richard L. Ball Executive Vice President, Ventura County National
Bancorp
Polly La Berge Assistant Vice President, Frontier Bank, N.A.
Peter Banks Senior Vice President, Ventura County National Bancorp
Nancy Jackson Senior Vice President, Ventura County National Bancorp
Marcy Hall Vice President of Human Resources, Ventura County
National Bancorp
Kim Moser Assistant Vice President, Venture County National
Bancorp
The address for all of the above is:
Ventura County National Bancorp
500 Esplanade Drive
Oxnard, California 93030
b. None of the above received any compensation from the Plan for services in any
capacity during the last fiscal year.
<TABLE>
<S> <C>
TRUSTEE:
TRUSTEE: January 1, 1994 - June 30, 1994 TRUSTEE: July 1, 1994 - December 31, 1994
DANIELSON TRUST COMPANY DAI-ICHI KANGYO BANK OF CALIFORNIA
THE ADDRESS FOR THE ABOVE TRUSTEE IS: THE ADDRESS FOR THE ABOVE TRUSTEE IS:
P.O. Box 86344 555 West Fifth Street
San Diego, California 92138-6344 Los Angeles, California 90013-3033
</TABLE>
ITEM 6. CUSTODIAN OF INVESTMENTS
a. The name, address and business of the custodian of the securities and
investments of the Plan was Danielson Trust Company, P.O. Box 86344, San
Diego, CA 92138-6344, from January 1, through June 30, 1994. The name,
address and business of the custodian of the securities and investments of
the Plan is Dai-Ichi Kangyo Bank of California, 555 West Fifth Street, Los
Angeles, CA 90013-3033, from July 1, 1994 to December 31, 1994.
-3-
<PAGE>
b. The above custodians received no compensation from the Plan for services
rendered in any capacity during the years ended December 31, 1994 and 1993.
ITEM 7. REPORTS TO PARTICIPATING EMPLOYEES
Each employee received a Certificate of Plan Participation during April 1995,
for the period ended December 31, 1994. The Participant Certificate sets forth
the status of the individual's accounts as of the end of the Plan year. A
Summary Annual Report ("SAR") is distributed annually to each participant. The
SAR summarizes the operations for the Plan year and explains participants'
rights.
ITEM 8. INVESTMENT OF FUNDS
-not applicable-
-4-
<PAGE>
ITEM 9. FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
<TABLE>
<CAPTION>
PAGE
<S> <C> <C>
I. Independent Auditors' Report 6-7
II. Financial Statements:
Statements of Net Assets Available for Plan Benefits,
December 31, 1994 and 1993 8
Statements of Changes in Net Assets Available for
Plan Benefits for the Years Ended December 31, 1994, 1993 and 1992 9
Notes to the Financial Statements 10-15
III. Supplemental Schedules:
Schedule of Assets Held for Investment Purposes, December 31, 1994 16
Schedule of Reportable Transactions for the Year Ended December 31, 1994 17
</TABLE>
SIGNATURES:
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934,
the Administrative Committee have duly caused this annual report to be signed on
its behalf by the undersigned thereunto duly authorized.
Ventura County National Bancorp 401(k)/
Employee Stock Ownership Plan
Date: August 14, 1995
------------------------------------
/s/ Simone Lagomarsino
-----------------------------------------
Simone Lagomarsino
/s/ Richard S. Cupp
-----------------------------------------
Richard S. Cupp
-5-
<PAGE>
[LETTERHEAD OF DELOITTE & TOUCHE LLP]
INDEPENDENT AUDITORS' REPORT
To the Trustee of the Ventura County National Bancorp
401(k)/Employee Stock Ownership Plan
Oxnard, California:
We have audited the accompanying statements of net assets available for plan
benefits of the Ventura County National Bancorp 401(k) Employee Stock Ownership
Plan (the "Plan") as of December 31, 1994 and 1993, and the related statements
of changes in net assets available for plan benefits for the years ended
December 31, 1994, 1993 and 1992. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of the Plan as
of December 31, 1994 and 1993, and the changes in net assets available for plan
benefits for the years ended December 31, 1994, 1993 and 1992 in conformity with
generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of (1) assets
held for investment purposes at December 31, 1994 and (2) reportable
transactions for the year ended December 31, 1994 are presented for the purpose
of additional analysis and are not a required part of the basic financial
statements but are supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the
-6-
<PAGE>
Employee Retirement Income Security Act of 1974. The supplemental schedules
have been subjected to the auditing procedures applied in the audits of the
basic financial statements and, in our opinion, are fairly stated in all
material respects when considered in relation to the basic financial
statements taken as a whole.
/s/ DELOITTE & TOUCHE LLP
August 7, 1995
-7-
<PAGE>
VENTURA COUNTY NATIONAL BANCORP
401(k)/EMPLOYEE STOCK OWNERSHIP PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1994 AND 1993
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------
December 31,
--------------------------
1994 1993
<S> <C> <C>
ASSETS:
Investments:
Mutual funds $ 558,706 $ 641,800
Common stock:
Allocated 503,271 772,662
Unallocated 406,525 358,562
Money market fund 116,796 201,835
Participant loans 35,797
---------- ----------
Total investments 1,621,095 1,974,859
Receivables:
Employee contributions 8,713
Interest and other 45,077
---------- ----------
Total assets 1,621,095 2,028,649
---------- ----------
LIABILITIES:
Accrued liabilities 106,642 12,876
Notes payable 1,555,154 1,555,154
---------- ----------
Total liabilities 1,661,796 1,568,030
---------- ----------
NET (DEFICIT) ASSETS AVAILABLE FOR PLAN BENEFITS $ (40,701) $ 460,619
========== ==========
</TABLE>
See notes to financial statements.
-8-
<PAGE>
VENTURA COUNTY NATIONAL BANCORP
401(k)/EMPLOYEE STOCK OWNERSHIP PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------------------------
1994 1993 1992
<S> <C> <C> <C>
ADDITIONS:
Investment income:
Net appreciation (depreciation) in fair value of investments $ 66,381 $(734,507) $ 38,336
Interest and dividends 26,109 6,705 7,798
--------- --------- ----------
Total investment income (loss) 92,490 (727,802) 46,134
Other income -
Forfeitures reallocated 170,059 28,908 90,003
Contributions:
Employer 47,434 736,452 755,178
Employee 215,067 211,424 236,411
--------- --------- ----------
Total additions 525,050 248,982 1,127,726
--------- --------- ----------
DEDUCTIONS:
Benefit payments 758,084 215,687 315,291
Interest expense 106,642 111,891 172,988
Forfeitures 176,332 57,118 61,383
--------- --------- ----------
Total deductions 1,041,058 384,696 549,662
--------- --------- ----------
TRANSFERS AND ROLLOVERS 14,688
--------- --------- ----------
NET (DECREASE) INCREASE BEFORE CUMULATIVE
EFFECT OF A CHANGE IN ACCOUNTING PRINCIPLE (501,320) (135,714) 578,064
CUMULATIVE EFFECT OF A CHANGE IN
ACCOUNTING PRINCIPLE
50,422
--------- --------- ----------
NET (DECREASE) INCREASE AFTER CUMULATIVE
EFFECT OF A CHANGE IN ACCOUNTING PRINCIPLE (501,320) (85,292) 578,064
NET ASSETS (DEFICIT) AVAILABLE FOR BENEFITS:
Beginning of year 460,619 545,911 (32,153)
--------- --------- ----------
End of year $ (40,701) $ 460,619 $ 545,911
========= ========= ==========
</TABLE>
See notes to financial statements.
-9-
<PAGE>
VENTURA COUNTY NATIONAL BANCORP
401(K)/EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
1. PLAN DESCRIPTION AND RELATED INFORMATION
The following description of the Ventura County National Bancorp
401(k)/Employee Stock Ownership Plan (the "Plan") is provided for general
information purposes only. Participants should refer to the Plan agreement
for a more complete description of the Plan's provisions.
General - The Plan is a defined contribution 401(k) and Employee Stock
Ownership Plan (ESOP) covering all employees of Ventura County National
Bancorp (the "Company"), Ventura County National Bank and Frontier Bank,
N.A. who have completed 90 days of service and are age twenty-one or older
prior to January, April, July and October of each Plan year. The Plan was
adopted on October 1, 1987 to allow eligible employees to acquire a
proprietary interest in common stock of the Company as well as help meet
their retirement and other future needs. The Plan also permits employees to
defer part of their salaries for savings on a pretax basis. The Internal
Revenue Service has determined that it is a qualified plan and is subject to
the provisions of the Employee Retirement Income Security Act of 1974
("ERISA").
Administration - The Company is the plan administrator and is responsible
for the filing of all reports required of the Plan. The Plan incurred no
trustee fees during the years ended December 31, 1994, 1993 and 1992.
Contributions - Contributions to the Plan can be made under the following
provisions:
Salary Deferral (Pretax) Contributions - Pursuant to Section 401(k) of the
Internal Revenue Code (the "Code"), each participant may contribute, on a
pretax basis, from 1% to 12% of his or her base compensation to the Plan.
Total individual contributions in calendar years 1994, 1993 and 1992 were
limited to $9,240, $8,994 and $8,728, respectively.
Employer Non-elective Matching Contribution - The Company may make a
discretionary matching contribution equal to a percentage of the
employee's elected contribution.
Employer Non-elective ESOP Contribution - The Company may make a
discretionary contribution to the Plan which is designated to be used to
purchase the Company's common stock. The amount of the annual
contribution equals the principal and interest payments made during the
Plan year on the promissory note secured by the ESOP shares.
The employer's annual contribution to the Plan is not guaranteed and, as
defined in the Plan agreement, may not exceed the lessor of 25% of total
compensation or $30,000 per employee.
Participant Accounts - Separate accounts are maintained for each
participant. Each participant employee is credited with his or her
contribution and an allocation of the Employer's Non-elective Matching and
ESOP contribution as well as investment earnings of the Plan. Allocations
are based on participant earnings or account balances, as defined. The
benefit to which a participant is entitled is the benefit that can be
provided from the participant's vested account.
-10-
<PAGE>
Vesting - Participants are immediately vested in their voluntary
contributions plus actual earnings thereon. The Plan was amended during
1994 to allow for accelerated vesting in the Company's contributions, which
is based on years of credited service, as shown in the following table:
VESTED INTEREST
YEARS OF IN COMPANY'S
VESTING SERVICE CONTRIBUTIONS
Less than 1 0%
1 20%
2 40%
3 60%
4 80%
5 100%
Investment Options - Upon enrollment in the Plan, a participant may direct
his/her contributions in any available investment options. Participants may
change their investment options quarterly.
Loans to Participants - Participants may obtain loans from the Plan with
consent of the plan administrator. Generally, a participant may borrow the
lesser of $50,000 or 50% of his or her vested account balance. The
repayment period of the loan cannot exceed five years, except for loans used
to acquire a principal residence. Interest rates are established by
institutional lenders at prevailing interest rates.
Benefit Payments - On termination of service due to death, disability or
retirement, a participant may elect to receive his or her distribution in a
lump-sum payment or in monthly, quarterly, or annual installments.
Plan Termination - Although it has not expressed any intent to do so, the
Company has the right under the Plan to discontinue its contributions at any
time and to terminate the Plan subject to the provisions of ERISA. In the
event of Plan termination, participants will become 100% vested in their
accounts.
2. SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting - The Plan's financial statements are presented on the
accrual basis of accounting.
Investment Valuation and Income Recognition - Investments are stated at fair
value. Investments in mutual funds are stated at quoted extended market
prices. Investments in common stock are stated at the last publicly quoted
sales price or the bid price if not traded on a stock exchange.
Purchases and sales are recorded on a trade-date basis. Interest income is
recorded on the accrual basis. Dividends are recorded on the ex-dividend
date.
Benefit Payable - In 1993, the Plan changed its method of accounting for
benefits payable to comply with the 1993 AICPA Audit and Accounting Guide,
Audits of Employee Benefit Plans. The new guidance requires that benefits
payable to persons who have withdrawn from participation in a defined
contribution plan be disclosed in the footnotes to the financial statements
rather than be recorded as a liability of the Plan. Net assets available
for plan benefits at December 31, 1994 and 1993 include $130,000 and
$222,780, respectively, for participants who have withdrawn from the Plan
but have not yet been paid their vested benefits.
-11-
<PAGE>
3. INVESTMENTS
The Plan's investments are held by a trust company. The following table
presents investments. Investments that represent 5% or more of the Plan's
net assets are separately identified.
<TABLE>
DECEMBER 31,
-------------------------
1994 1993
<S> <C> <C>
INVESTMENTS AT ESTIMATED FAIR VALUE
Ventura County National Bancorp - Open Fund $ 116,796
Participant loans 35,797
INVESTMENTS AT FAIR VALUE AS DETERMINED
BY QUOTED MARKET PRICE
Common Stock:
Allocated 503,271 $ 772,662
Unallocated 406,525 358,562
Mutual Funds:
Fidelity Retirement Growth Fund 178,257 290,594
Fidelity Spartan Fund 81,478 118,969
Fidelity Fund 179,239 232,237
Federated Auto Cash Management Fund 14,875
Federated Capital Preservation Fund 3,051
Federated Income Trust Fund 11,524
Federated Short-Term Government Fund 9,928
Federated Stock Trust Fund 2,060
Federated Growth Trust Fund 685
Federated Middle Cap Fund 21,926
Federated Minimum Cap Fund 14,691
Federated Maximum Cap Fund 23,767
Federated International Equity Fund 12,254
Federated Master Trust Fund 4,971
Other Mutual Funds 201,835
---------- ----------
Total investments $1,621,095 $1,974,859
========== ==========
</TABLE>
4. TAX STATUS
The Internal Revenue Service has determined and informed the Company by
letter that the Plan is designed in accordance with applicable sections of
the Internal Revenue Code ("IRC"). The Plan has been amended since
receiving the determination letter. However, the plan administrator
believes that the Plan is designed and currently being operated in
compliance with the applicable requirements of the IRC.
5. NOTE PAYABLE
On October 15, 1989, the Plan borrowed $4,000,000 from the Company, which
was used to purchase 444,444 shares of the Company's common stock at a price
of $9.00 per share. These shares were used to establish the ESOP. The loan
is payable in equal monthly installments of $47,619 plus interest on the
outstanding principal balance equal to 75% of the lender's base rate (8.5%
at December 31, 1994) plus 1.5%. Payments on the loan are funded by
contributions from the Company. The Company suspended contributions during
1994. The loan matures October 15, 1996.
-12-
<PAGE>
The 444,444 shares of the Company's stock were pledged as collateral for the
note payable. These shares are maintained in a suspense account and are
released for allocation to individuals based on the ratio of current year
principal and interest payments to total current and future principal and
interest payments. These shares are then allocated to individuals based on
the ratio of the individual's compensation to the total of all eligible
participant's compensation.
In the year ended December 31, 1994, no shares of stock were released for
allocation to participants who were eligible as of December 31, 1994. In
the year ended December 31, 1993, 74,562 shares of stock were released for
allocation to participants who were eligible as of December 31, 1993.
6. NET ASSETS BY FUND
The changes in net assets for each of the 401(k)/ESOP funds for the years
ended December 31, 1994, 1993 and 1992 are as follows:
SCHEDULE OF CHANGES IN NET ASSETS BY FUND - 1994
<TABLE>
<CAPTION>
401(k)
---------------------------------------------------------------------------------------
FEDERATED FEDERATED
FIDELITY AUTO FEDERATED SHORT-
RETIREMENT FIDELITY CASH MASTER TERM
LOAN FIDELITY GROWTH SPARTAN MANAGEMENT TRUST GOVERNMENT
FUND FUND FUND FUND FUND FUND FUND
<S> <C> <C> <C> <C> <C> <C> <C>
ADDITIONS:
Net appreciation (depreciation) $ - $ (1,872) $ (3,054) $(14,274) $ (362) $ 297
Interest and dividends 4,481 4,419 5,342 $ 249 173
Employer contributions 9,747 8,307 4,063 1,069 1,844
Employee contributions 44,851 33,661 12,854 4,264 7,352
Other income
------- -------- -------- -------- ------- ------- ------
Total additions 57,207 43,333 7,985 249 4,971 9,666
------- -------- -------- -------- ------- ------- ------
DEDUCTIONS:
Benefit payments 114,962 173,219 50,287 27
Interest expense
Forfeitures
------- -------- -------- -------- ------- ------- ------
Total deductions 114,962 173,219 50,287 27
------- -------- -------- -------- ------- ------- ------
TRANSFERS -
Between funds and rollovers 35,797 (15,150) (15,767) (1,648) 14,626 289
------- -------- -------- -------- ------- ------- ------
NET INCREASE (DECREASE) 35,797 (72,905) (145,653) (43,950) 14,875 4,971 9,928
NET ASSETS (DEFICIT)
AVAILABLE FOR PLAN
BENEFITS:
Beginning of year 252,144 323,910 125,428
------- -------- -------- -------- ------- ------- ------
End of year $35,797 $179,239 $178,257 $ 81,478 $14,875 $ 4,971 $9,928
======= ======== ======== ======== ======= ======= ======
</TABLE>
<TABLE>
<CAPTION>
401(k)
---------------------------------------------------------------------------------------
FEDERATED FEDERATED FEDERATED FEDEATED FEDERATED FEDERATED FEDERATED
CAPITAL INCOME MAXIMUM STOCK MIDDLE GROWTH MINIMUM
PRESERVATION TRUST CAPITAL TRUST CAPITAL TRUST CAPITAL
FUND FUND FUND FUND FUND FUND FUND
<S> <C> <C> <C> <C> <C> <C> <C>
ADDITIONS:
Net appreciation (depreciation) $ 1,052 $ (523) $ (501) $ (127) $(1,232) $ (35) $ (256)
Interest and dividends 555 147 197 15 132 5 64
Employer contributions 290 2,329 4,735 436 4,552 144 2,977
Employee contributions 1,154 9,302 18,916 1,736 18,183 571 11,886
Other income
------- ------- ------- ------- ------- ------ ------
Total additions 3,051 11,255 23,347 2,060 21,635 685 14,671
------- ------- ------- ------- ------- ------ ------
DEDUCTIONS:
Benefit payments 40 78 64 25
Interest expense
Forfeitures
------- ------- ------- ------- ------- ------ ------
Total deductions 40 78 64 25
------- ------- ------- ------- ------- ------ ------
TRANSFERS -
Between funds and rollovers 309 498 355 45
------- ------- ------- ------- ------- ------ ------
NET INCREASE (DECREASE) 3,051 11,524 23,767 2,060 21,926 685 14,691
NET ASSETS (DEFICIT)
AVAILABLE FOR PLAN
BENEFITS:
Beginning of year
------- ------- ------- ------- ------- ------ -------
End of year $ 3,051 $11,524 $23,767 $ 2,060 $21,926 $ 685 $14,691
======= ======= ======= ======= ======= ====== =======
</TABLE>
<TABLE>
<CAPTION>
401(k) ESOP
-------------------------------- --------------------
FEDERATED
INTERNA-
TIONAL VCNB VCNB
EQUITY OPEN STOCK ESOP
FUND FUND FUND FUND TOTAL
<S> <C> <C> <C> <C> <C>
ADDITIONS:
Net appreciation (depreciation) $ (1,418) $ (2,140) $ 55,888 $ 34,938 $ 66,381
Interest and dividends 111 10,083 136 26,109
Employer contributions 2,712 1,988 2,239 2 47,434
Employee contributions 10,830 6,273 32,270 964 215,067
Other income 170,059 170,059
-------- -------- -------- --------- ----------
Total additions 12,235 16,204 90,533 205,963 525,050
-------- -------- -------- ---------- ----------
DEDUCTIONS:
Benefit payments 25 81,844 337,513 758,084
Interest expense 106,642 106,642
Forfeitures 3,049 2,102 171,181 176,332
-------- -------- -------- ---------- ----------
Total deductions 25 84,893 339,615 277,823 1,041,058
-------- -------- -------- ---------- ----------
TRANSFERS -
Between funds and rollovers 44 (4,897) 149,307 (149,120) 14,688
-------- -------- -------- ---------- ----------
NET INCREASE (DECREASE) 12,254 (73,586) (99,775) (220,980) (501,320)
NET ASSETS (DEFICIT)
AVAILABLE FOR PLAN
BENEFITS:
Beginning of year 190,382 107,007 (538,252) 460,619
-------- -------- -------- ---------- ----------
End of year $ 12,254 $116,796 $ 7,232 $ (759,232) $ (40,701)
======== ======== ======== ========== ==========
</TABLE>
-13-
<PAGE>
SCHEDULE OF CHANGES IN NET ASSETS BY FUND - 1993
<TABLE>
<CAPTION>
401(k) ESOP
-------------------------------------------------------------- -----------
FIDELITY
RETIREMENT FIDELITY VCNB VCNB
FIDELITY GROWTH SPARTAN OPEN STOCK ESOP
FUND FUND FUND FUND FUND FUND TOTAL
<S> <C> <C> <C> <C> <C> <C> <C>
ADDITIONS:
Net appreciation (depreciation) $ 30,738 $ 52,680 $ 9,899 $(61,820) $(766,004) $(734,507)
Interest and dividends 74 65 36 $ 6,446 31 53 6,705
Employer contributions 736,452 736,452
Employee contributions 71,386 61,264 31,251 25,768 21,755 211,424
Other income 349 28,559 28,908
-------- -------- -------- -------- -------- --------- ---------
Total additions 102,198 114,009 41,186 32,214 (39,685) (940) 248,982
-------- -------- -------- -------- -------- --------- ---------
DEDUCTIONS:
Benefit payments 14,480 8,397 29,117 3,454 44,771 115,468 215,687
Interest expense 111,891 111,891
Forfeitures 2 708 56,408 57,118
-------- -------- -------- -------- -------- --------- ---------
Total deductions 14,480 8,397 29,117 3,456 45,479 283,767 384,696
-------- -------- -------- -------- -------- --------- ---------
TRANSFER -
Between funds 11,952 (4,447) (8,215) (2,413) 3,019 104
-------- -------- -------- -------- -------- --------- ---------
NET INCREASE (DECREASE)
(Before cumulative effect of a change
in accounting principle) 99,670 101,165 3,854 26,345 (82,145) (284,603) (135,714)
CUMULATIVE EFFECT OF CHANGE
IN ACCOUNTING PRINCIPLE 3,620 3,032 17,703 1,991 5,793 18,283 50,422
-------- -------- -------- -------- -------- --------- ---------
NET INCREASE (DECREASE)
(After cumulative effect of a change
in accounting principle) 103,290 104,197 21,557 28,336 (76,352) (266,320) (85,292)
NET ASSETS AVAILABLE FOR
PLAN BENEFITS:
Beginning of year 148,854 219,713 103,871 162,046 183,359 (271,932) 545,911
-------- -------- -------- -------- -------- --------- ---------
End of year $252,144 $323,910 $125,428 $190,382 $107,007 $(538,252) $ 460,619
======== ======== ======== ======== ======== ========= =========
</TABLE>
-14-
<PAGE>
SCHEDULE OF CHANGES IN NET ASSETS BY FUND - 1992
<TABLE>
<CAPTION>
401(k) ESOP
------------------------------------------------------------------ --------
FIDELITY
RETIREMENT FIDELITY VCNB VCNB
FIDELITY GROWTH SPARTAN OPEN STOCK ESOP
FUND FUND FUND FUND FUND FUND TOTAL
<S> <C> <C> <C> <C> <C> <C> <C>
ADDITIONS:
Net appreciation (depreciation) $ 22,182 $ 27,520 $ 13,838 $ (5,715) $ (19,489) $ 38,336
Interest and dividends 82 64 67 $ 7,498 41 46 7,798
Employer contributions 755,178 755,178
Employee contributions 51,710 80,319 50,300 32,585 21,497 236,411
Other income 7,032 82,971 90,003
--------- --------- -------- --------- -------- --------- ----------
Total additions 73,974 107,903 64,205 40,083 22,855 818,706 1,127,726
--------- --------- -------- --------- -------- --------- ----------
DEDUCTIONS:
Benefit payments 69,907 29,645 94,319 17,688 17,596 86,136 315,291
Interest expense 172,988 172,988
Forfeitures 18 260 61,105 61,383
--------- --------- -------- --------- -------- --------- ----------
Total deductions 69,907 29,645 94,319 17,706 17,856 320,229 549,662
--------- --------- -------- --------- -------- --------- ----------
TRANSFER -
Between funds 12,219 37,129 4,748 (62,861) 8,765
--------- --------- -------- --------- -------- --------- ----------
NET INCREASE (DECREASE) 16,286 115,387 (25,366) (40,484) 13,764 498,477 578,064
NET ASSETS AVAILABLE FOR
PLAN BENEFITS:
Beginning of year 132,568 104,326 129,237 202,530 169,595 (770,409) (32,153)
--------- --------- --------- --------- --------- --------- ----------
End of year $ 148,854 $ 219,713 $ 103,871 $ 162,046 $ 183,359 $(271,932) $ 545,911
========= ========= ========= ========= ========= ========= ==========
</TABLE>
-15-
<PAGE>
VENTURA COUNTY NATIONAL BANCORP
401(k)/EMPLOYEE STOCK OWNERSHIP PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1994
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<TABLE>
<CAPTION>
(a) (b) (c) (d) (e)
Description of Investment,
Including Maturity Date,
Identity of Issue, Borrower Rate of Interest, Collateral, Current
Lessor or Similar Party Par or Maturity Value Cost Value
<C> <S> <C> <C> <C>
MUTUAL FUNDS:
Fidelity Investment Company Fidelity Retirement Growth Fund $ 182,129 $ 178,257
Fidelity Investment Company Fidelity Spartan Fund 90,533 81,478
Fidelity Investment Company Fidelity Fund 179,847 179,239
* Dai-Ichi Kangyo Bank of California Federated Auto Cash Management Fund 14,875 14,875
* Dai-Ichi Kangyo Bank of California Federated Capital Preservation Fund 3,051 3,051
* Dai-Ichi Kangyo Bank of California Federated Income Trust Fund 11,737 11,524
* Dai-Ichi Kangyo Bank of California Federated Short-Term Government Fund 9,631 9,928
* Dai-Ichi Kangyo Bank of California Federated Stock Trust Fund 2,187 2,060
* Dai-Ichi Kangyo Bank of California Federated Growth Trust Fund 720 685
* Dai-Ichi Kangyo Bank of California Federated Middle Cap Fund 22,799 21,926
* Dai-Ichi Kangyo Bank of California Federated Minimum Cap Fund 14,900 14,691
* Dai-Ichi Kangyo Bank of California Federated Maximum Cap Fund 23,767 23,767
* Dai-Ichi Kangyo Bank of California Federated International Equity Fund 13,517 12,254
* Dai-Ichi Kangyo Bank of California Federated Master Trust Fund 5,333 4,971
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Total Mutual Funds 575,026 558,706
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COMMON STOCK:
* Ventura County National Bancorp Common stock (Unallocated) 1,672,560 406,525
* Ventura County National Bancorp Common Stock (Allocated) 2,070,126 503,271
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Total Common Stock 3,742,686 909,796
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MONEY MARKET FUND -
* Ventura County National Bancorp Open Fund 114,878 116,796
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* Participant loans Loans to participants 35,797 35,797
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TOTAL INVESTMENTS $4,468,387 $1,621,095
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* Investment with a party-in-interest
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<PAGE>
VENTURA COUNTY NATIONAL BANCORP
401(k)/EMPLOYEE STOCK OWNERSHIP PLAN
ITEM 27d - SUPPLEMENTAL SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1994
<TABLE>
<CAPTION>
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(a) (b) (c) (d) (e) (f)
DESCIPTION OF ASSET
(INCLUDING INTEREST RATE AND PURCHASE SELLING COST OF NET GAIN
IDENTITY OF PARTY INVOLVED MATURITY IN CASE OF A LOAN) PRICE PRICE ASSET (LOSS)
<S> <C> <C> <C> <C> <C>
Dai-Ichi Kangyo Bank of California Federated Auto Management Government Fund $ 136,993 $ 136,993
Dai-Ichi Kangyo Bank of California Federated Auto Management Government Fund $122,705 122,705
Dai-Ichi Kangyo Bank of California Fidelity Retirement Growth Fund 144,907 131,288 $13,619
Ventura County National Bancorp Open Fund 1,847,426 1,847,426
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