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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) MAY 18, 1999
ORANGE NATIONAL BANCORP
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(Exact name of registrant as specified in its charter)
CALIFORNIA 33-8743 33-0190684
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1201 E. KATELLA AVENUE, ORANGE, CA 92667
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (714) 771-4000
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NOT APPLICABLE
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(Former name or former address, if changed since last report)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
Not Applicable
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Not Applicable
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Not Applicable
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Not Applicable
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ITEM 5. OTHER EVENTS
On May 18, 1999, Orange National Bancorp, a California corporation
("ONB") and CVB Financial Corp, a California corporation ("CVB") entered into an
Agreement and Plan of Reorganization (the "Merger Agreement"). The Merger
Agreement provides for the merger of ONB into CVB (the "Merger"). The Merger
will be immediately followed by the merger of Orange National Bank into Citizens
Business Bank, a subsidiary of CVB. The Merger is expected to be accounted for
under the "pooling-of-interests" method of accounting.
At the effective time of the Merger, CVB will issue 1.5 shares of
its common stock for each outstanding share of ONB common stock. CVB estimates
that it will issue approximately 3,000,300 shares of common stock in the Merger,
and that current ONB shareholders will hold approximately 16% of CVB's
outstanding common stock following the Merger. CVB will convert options to
purchase ONB common stock into options to purchase CVB common stock.
Consummation of the Merger is subject to a number of conditions,
including (1) the adoption of the Merger Agreement by the number of stockholders
entitled to vote thereon of each of ONB and CVB, (2) receipt of all requisite
governmental approvals, (3) receipt of all necessary third party consents, and
(4) certain other customary conditions.
As an inducement and condition to CVB's entering into the Merger
Agreement, ONB, as issuer, and CVB, as grantee, entered into a stock option
agreement wherein ONB granted to CVB an option to purchase approximately 19.9%
of the outstanding shares of ONB common stock on certain terms and conditions
set forth therein. The option is exercisable only upon the occurrence of certain
events, including the acquisition by any person of beneficial ownership of 20%
or more of the ONB common stock then outstanding, or agreement by ONB to engage
in, or the recommendation of ONB's Board of Directors that ONB's stockholders
approve, a business combination with an entity other than CVB or a tender offer
or exchange offer with an entity other than CVB.
A copy of the joint press release of May 18, 1999 regarding the
Merger is attached as Exhibit 99.1 hereto and is incorporated herein by
reference. The foregoing description of such press release is qualified in its
entirety by reference to the full text of such press release.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS
Not Applicable
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements
Not Applicable
(b) Pro Forma Financial Information
Not Applicable
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(c) Exhibits
99.1 Press Release relating to the Agreement and Plan of
Reorganization
ITEM 8. CHANGE IN FISCAL YEAR
Not Applicable
ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S
Not Applicable
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SIGNATURES*
Pursuant to the requirements of the Securities Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ORANGE NATIONAL BANCORP
(Registrant)
June 2, 1999 By: /s/ Kenneth J. Cosgrove
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Date President and
Chief Executive Officer
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EXHIBIT INDEX
99.1 PRESS RELEASE, DATED MAY 18, 1999
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EXHIBIT 99.1
PRESS RELEASE
CONTACT: D. LINN WILEY KENNETH J. COSGROVE
PRESIDENT AND PRESIDENT AND
CHIEF EXECUTIVE OFFICER CHIEF EXECUTIVE OFFICER
(909) 980-4030 (714) 771-4000
FOR IMMEDIATE RELEASE
CVB FINANCIAL CORP. AND ORANGE NATIONAL BANCORP JOINTLY ANNOUNCE MERGER.
CVB FINANCIAL CORP. TO TERMINATE ITS STOCK REPURCHASE PLAN.
ONTARIO, CALIFORNIA, May 18, 1999 - D. Linn Wiley, President and Chief Executive
Officer of CVB Financial Corp. and its principal subsidiary, Citizens Business
Bank, and Kenneth J. Cosgrove, President and Chief Executive Officer of Orange
National Bancorp and its principal subsidiary, Orange National Bank, jointly
announced today that the two financial institutions have executed a definitive
agreement and plan for reorganization. This agreement provides for Orange
National Bancorp to merge with and into CVB Financial Corp., and for Orange
National Bank to merge with and into Citizens Business Bank. CVB Financial and
Citizens Business Bank will represent the continuing operation.
The definitive agreement provides that the shareholders of Orange National
Bancorp will receive one and one-half shares of CVB Financial Corp. stock for
each share of Orange National Bancorp stock. The merger will be accounted for as
a pooling of interests for accounting purposes. Orange National Bancorp has
granted CVB Financial Corp. an option to purchase up to 19.9% of the outstanding
shares of Orange National Bancorp which is exercisable upon the occurrence of
certain events including the acquisition of Orange National by a party other
than CVB Financial Corp. The transaction is subject to shareholder and
regulatory approval. The transaction is expected to be completed in the third
quarter or early in the fourth quarter of 1999.
Wiley stated, "We are delighted to have this opportunity to associate with an
outstanding banking organization, and to increase our presence in Orange County.
Orange National Bank is an excellent complement to our existing franchise and
our business and professional banking strategy."
Orange National Bank has six offices located in Orange, Laguna Hills and Laguna
Beach. The Bank had total assets of $279 million, total deposits of $252
million, total loans of $146 million and stockholders' equity of $24.1 million
as of March 31, 1999.
Citizens Business Bank has 24 offices located throughout the Inland Empire, San
Gabriel Valley and North Orange County. CVB Financial Corp. had total assets of
$1.53 billion, total deposits of $1.17 billion, total loans of $698.8 million
and stockholders' equity of $117.5 million as of March 31, 1999.
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Cosgrove said that, "Our Board of Directors is pleased to join with Citizens
Business Bank. They are a premier performing bank with an outstanding record for
serving their customers. Citizens Business Bank will be an outstanding addition
to the Orange County business community."
The Board of Directors of CVB Financial Corp. also voted to discontinue the
program to repurchase its shares of common stock. This rescinds the earlier
decision to repurchase up to 500,000 shares or $9.0 million in the Company stock
announced August 21, 1998. CVB had repurchased 234,473 shares between August 21,
1998 and the date of this release.
Citizens Business Bank is the largest bank with headquarters in the Inland
Empire region of California. CVB Financial is traded on the American Stock
Exchange under the ticker symbol CVB. Orange National Bancorp is traded on the
Nasdaq National Market System under the symbol OGNB.
This press release contains statements which constitute forward looking
statements (within the meaning of the Private Securities Litigation Reform Act
of 1995) that involve risks and uncertainties. Actual results may differ
materially from the results discussed in these forward looking statements.
Factors that might cause such a difference include, but are not limited to,
expected cost savings from the merger not being fully realized, revenues
following the merger being lower than expected and costs or difficulties related
to the integration of CVB Financial Corp. and Orange National Bancorp being
greater than expected.
