<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 6, 1997
Commission file number 2-76555
COMMERCE SECURITY BANCORP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 33-0720548
(State or other jurisdiction of (I.R.S. Employer or
incorporation or organization) Identification No.)
7777 Center Avenue, Huntington Beach, California 92647-3067
(Address of principal executive offices) (Zip Code)
(714) 895-2929
(Registrant's telephone number, including area code)
<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Description Page
----------- ----
(a) Financial statements of business acquired *
(b) PRO FORMA financial information 4
- -----------------------
* Incorporated by reference to the Annual Report on Form 10-K of
Eldorado Bancorp. (Commission file no. 1-9709) for the year ended December 31,
1996, pages 34-63.
-2-
<PAGE>
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 hereunto duly authorized.
COMMERCE SECURITY BANCORP, INC.
August 6, 1997 By: /s/ Curt A. Christianssen
----------------------------------
Curt A. Christianssen
Senior Vice President
Chief Financial Officer
8-KA
-3-
<PAGE>
PRO FORMA FINANCIAL INFORMATION
The following Unaudited PRO FORMA Condensed Combined Statement of Condition
as of December 31, 1996 and the Unaudited PRO FORMA Condensed Combined Statement
of Operations for the year ended December 31, 1996, give effect to the Liberty
Acquisition, the CSB Acquisition and the Eldorado Acquisition, each of which has
been or will be accounted for using the purchase method of accounting, in each
case as if such transaction had occurred on January 1, 1996.
The PRO FORMA information is based on the historical consolidated financial
statements of CSBI and Eldorado under the assumptions and adjustments set forth
in the accompanying Notes to the Unaudited PRO FORMA Condensed Combined
Financial Statements. The PRO FORMA Condensed Combined Financial Statements do
not reflect any cost savings in connection with either the Liberty Acquisition,
the CSB Acquisition or the Eldorado Acquisition.
The information shown on the following pages should be read in conjunction
with the consolidated historical financial statements of CSBI and Eldorado,
including the respective notes thereto, which are incorporated by reference or
are included elsewhere in this Offering Memorandum. The PRO FORMA data is not
necessarily indicative of the combined financial position or results of
operations in the future or of the combined financial position or results of
operations which would have been realized had the subject acquisitions been
consummated during the periods, or as of the dates, for which the PRO FORMA data
is presented.
The PRO FORMA purchase accounting adjustments for the Eldorado Acquisition
are based upon preliminary estimates of the fair value of assets acquired and
liabilities assumed. These preliminary estimates will be refined prior to
finalization of the purchase accounting entries.
-4-
<PAGE>
COMMERCE SECURITY BANCORP AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF CONDITION
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Combined
CSBI and
CSBI Eldorado Eldorado
December 31, December 31, December 31,
1996 1996 Adjustments 1996
---- ---- ----------- ----
ASSETS
- ------
<S> <C> <C> <C> <C>
Cash and due from banks $32,522 $34,101 ($19,049)a $47,574
Federal funds sold and reverse repurchase agreements 13,700 28,400 - 42,100
Securities 35,538 104,001 - 139,539
Loans, net 272,034 223,904 - 495,938
Less: allowance for loan loss (5,156) (4,672) - (9,828)
Premises and equipment, net 3,911 8,139 - 12,050
Goodwill and intangibles 10,736 7,549 50,644 b 68,929
Other real estate owned 3,635 394 - 4,029
Other assets 70,140 4,945 1,775 c 76,860
---------- ---------- ---------- ----------
Total assets $437,060 $406,761 $33,370 $877,191
---------- ---------- ---------- ----------
LIABILITIES & SHAREHOLDERS' EQUITY
- ----------------------------------
Non-interest bearing deposits $126,885 $111,414 - $238,299
Interest bearing deposits 256,146 241,990 - 498,136
---------- ---------- ---------- ----------
Total deposits 383,031 353,404 - 736,435
Debentures 537 - - 537
Federal funds purchased - 2,188 - 2,188
Guaranteed preferred beneficial interests in Company's 0
Junior Subordinated Debenture - - 27,657 d 27,657
Accrued interest payable and other liabilities 12,720 4,225 - 16,945
---------- ---------- ---------- ----------
Total liabilities 396,288 359,817 27,657 783,762
Preferred stock - Series B - - $11,659 d 11,659
Special Common - - 48 d 48
Common Stock - Series B 97 - 42 d 139
Additional paid-in capital 42,394 32,448 8,460 d 83,302
Retained earnings (deficit) (1,736) 14,358 (14,358) d (1,736)
Unrealized gain (loss) on securities available for sale 17 138 (138) d 17
---------- ---------- ---------- ----------
Total shareholders' equity 40,772 46,944 5,713 93,429
---------- ---------- ---------- ----------
Total liabilities and shareholders' equity $437,060 $406,761 $33,370 $877,191
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
</TABLE>
See accompanying notes to the unaudited PRO FORMA condensed combined financial
statments
-5-
<PAGE>
COMMERCE SECURITY BANCORP, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1996
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
PRO FORMA
CSBI and
PRO FORMA PRO FORMA PRO FORMA Eldorado
CSBI Adjustments CSBI Eldorado Adjustments Combined
---- ----------- ---- -------- ----------- --------
(g)
<S> <C> <C> <C> <C> <C> <C>
Interest Income
Interest and fees on loans $14,782 $8,420 $23,202 $21,990 $45,192
Income from lease financing receivables 1,601 2,449 4,050 4,050
Interest on investment securities 1,968 1,117 3,085 6,156 9,241
Interest on Federal funds sold 934 1,278 2,212 1,033 (650) a 2,595
Interest on deposits with financial institutions 67 0 67 67
-------- -------- -------- -------- -------- --------
Total interest income 19,352 13,264 32,616 29,179 (650) 61,145
Interest Expense
Deposits 7,570 6,025 13,595 7,405 21,000
Debentures and other 74 38 112 121 2,766 d 2,999
-------- -------- -------- -------- -------- --------
Total interest expense 7,644 6,063 13,707 7,526 2,766 23,999
-------- -------- -------- -------- -------- --------
Net interest income 11,708 7,201 18,909 21,653 (3,416) 37,146
Provision for loan losses 515 490 1,005 153 1,158
-------- -------- -------- -------- -------- --------
Net income after provision for loan losses 11,193 6,711 17,904 21,500 (3,416) 35,988
Non-interest income 4,899 5,685 10,584 4,372 14,956
Non-interest expense 15,270 19,612 34,882 16,401 2,501 b 53,784
-------- -------- -------- -------- -------- --------
Income(loss) before provision for income tax 822 (7,216) (6,394) 9,471 (5,917) (2,840)
Provision(benefit) for income taxes (1,503) (2,718) (4,221) 3,891 (1,435)e (1,765)
-------- -------- -------- -------- -------- --------
Net income (loss) $2,325 ($4,498) ($2,173) $5,580 ($4,482) ($1,075)
-------- -------- -------- -------- -------- --------
-------- -------- -------- -------- -------- --------
Preferred dividend - - - - $1,283 f 1,283
Net income (loss) available to common $2,325 ($4,498) ($2,173) $5,580 ($5,765) ($2,358)
Weighted average common
shares outstanding 5,300,773 - 9,697,430 3,912,993 - 18,758,763
Net income (loss) per common share: $0.44 - ($0.22) $1.43 - ($0.13)
</TABLE>
See accompanying notes to the unaudited PRO FORMA condensed combined financial
statments
-6-
<PAGE>
NOTES TO THE
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
a) The PRO FORMA adjustments to these items include the transaction costs
incurred in conjunction with the Eldorado Acquisition net of additional cash
provided by the funding of the Acquisition. These items also include the use of
cash to fund the $13.0 million redemption of Eldorado's capital that occurred as
a part of the Eldorado Acquisition. Included in the PRO FORMA Condensed
Combined Statements of Operations are adjustments to interest on federal funds
sold to reflect the foregone income at the prevailing federal funds rates for
each period.
b) The PRO FORMA statements include adjustments for the excess of the cost
over the fair value of the net assets acquired in the Eldorado Acquisition and
the costs associated with the Acquisition, as follows:
Purchase price $88,444
Historical net tangible assets acquired 46,806
Estimated closing adjustments (2,644)
Estimated fair value adjustments 138
-------
Estimated fair value of net assets 44,300
-------
Excess cost over net assets acquired 44,144
Acquisition costs 6,500
-------
Total goodwill and intangibles $50,644
-------
-------
The PRO FORMA purchase accounting adjustments for the Eldorado Acquisition are
based upon preliminary estimates of the fair value of assets acquired and
liabilities assumed. These preliminary estimates will be refined prior to
finalization of the purchase accounting entries. Included in the PRO FORMA
Condensed Combined Statements of Operations are adjustments to non-interest
expense that reflect the amortization of the excess cost over net assets
acquired over a useful life of twenty years utilizing the straight line method.
The annual amortization of the Eldorado goodwill and intangibles will be
approximately $2.5 million.
c) The PRO FORMA adjustment reflects the tax benefit related to the
deductible expenses incurred in conjunction with the Eldorado Acquisition.
d) The PRO FORMA capitalization accounts, including the Guaranteed
preferred beneficial interests in Company's Junior Subordinated Debentures and
the shareholders' equity accounts have been adjusted in the Unaudited PRO FORMA
Condensed Combined Statements of Condition to reflect the issuance of securities
in conjunction with the funding of the Eldorado Acquisition and the elimination
of the historical shareholders' equity in accordance with purchase method of
accounting. Included in the PRO FORMA Condensed Combined Statements of
Operations are adjustments to interest expense that reflect the payments of
interest on the Guaranteed preferred beneficial interests in Company's Junior
Subordinated Debentures assuming a rate of 11.75% per annum.
-7-
<PAGE>
NOTES TO THE
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
(CONTINUED)
e) The PRO FORMA adjustment reflects the tax benefit related to the
deductible PRO FORMA adjustments made to the PRO FORMA Condensed Combined
Statements of Operations
f) The PRO FORMA adjustment reflects the payment of dividends on the Series
B Preferred Stock at a rate of 11.0% per annum.
g) The PRO FORMA adjustments reflect the income and expenses for the
operating period prior to acquisition dates of Liberty and CSB in accordance
with purchase method of accounting. Income and expenses are included from
January 1, 1996 through March 31, 1996 for the Liberty Acquisition and from
January 1, 1996 through August 31, 1996 for the CSB Acquisition. The PRO FORMA
adjustments also include adjustments to interest on federal funds sold to
reflect the foregone income at the prevailing federal funds rates for the $2.2
million redemption of Liberty's capital that was a funding component of the
Liberty Acquisition and adjustments to non-interest expense that reflect the
amortization of the excess cost over net assets acquired in the Liberty
Acquisition and the CSB Acquisition, over a useful life of twenty years
utilizing the straight line method.
-8-
