SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES AND EXCHANGE ACT OF 1934
DATE OF REPORT: JANUARY 30, 1995
(Date of Earliest Event Reported)
GUARDIAN BANCORP
(Exact name of registrant as specified in its charter)
CALIFORNIA 1-9757 95-3686137
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
800 SOUTH FIGUEROA, LOS ANGELES, CALIFORNIA 90017
(Address of principal executive offices) (Zip Code)
(213) 239-0800
(Registrant's telephone number, including area code)
THIS REPORT CONTAINS A TOTAL OF ___ PAGES.
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ITEM 1. Changes in Control of Registrant.
Not applicable.
ITEM 2. Acquisition or Disposition of Assets.
Not applicable.
ITEM 3. Bankruptcy or Receivership.
The California Superintendent of Banks (the
"Superintendent") appointed the Federal Deposit Insurance
Corporation ("FDIC") as receiver of the Company's sole
subsidiary, Guardian Bank (the "Bank") on January 20, 1995. The
Bank was seized due to withdrawals of large depositors' funds
and the inability of the Bank to honor a demand for immediate
repayment of a liquidity loan from the Federal Reserve Bank of
San Francisco resulting in the Bank's liquidity being reduced to
a level considered by the Superintendent to be unsafe. Prior to
the seizure the Bank's regulatory capital ratios were deemed to
be adequate even though the Bank's capital was technically
impaired. The FDIC announced on January 23, 1995 that the
insured deposits had been purchased and assumed by Imperial
Bank.
The Bank was the Company's sole substantial asset. As
a result of the seizure of the Bank, the Bank has virtually no
tangible assets. The Company's liabilities include a $3 million
subordinated debenture which was originally due on December 31,
1995 and which is now currently due and certain lease
obligations. As the sole stockholder of the Bank, the Company
will be entitled to any net recoveries following liquidation of
the Bank by the FDIC. At this time the Company is unable to
provide any assurance that any recovery will be realized or the
timing of any such recovery.
As a result of the seizure of the Bank the Company has
been informed by the American Stock Exchange ("AMEX") that it
does not fully satisfy the requirements for continued listing.
The Company consented to removal from the AMEX. Accordingly,
the AMEX has informed the Company that it will not lift the
trading halt which became effective today.
ITEM 4. Changes in Registrant's Certifying Accountant.
Not applicable.
ITEM 5. Other Events.
Not applicable.
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ITEM 6. Resignations of Bank's Directors.
The following individuals tendered their resignations
from the Company's Board of Directors on January 24, 1995:
Vincent Bell, Paul Harris, Jon Van Deuren, Dale Walter, William
Criss, Michael Welch, Marilyn Cohen and Robert Frandzel. None
of such resignations were the result of any disagreement with
the Company on any matter relating to the Company's operations,
policies or practices.
ITEM 7. Financial Statements and Exhibits.
Not applicable.
ITEM 8. Change in Fiscal Year.
Not applicable.
SIGNATURES
Under the requirements of the Securities and Exchange Act of
1934, Guardian Bancorp has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
Dated: January 31, 1995
GUARDIAN BANCORP
By /s/
James F. Lewin
President and Chief
Executive Officer
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