<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
ELDORADO BANCSHARES, INC.
- -------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
- -------------------------------------------------------------------------------
(Title of Class of Securities)
28467 W 106
------------------------------------------------------
(CUSIP Number)
MICHAEL K. KREBS, ESQUIRE
NUTTER, MCCLENNEN & FISH, LLP
ONE INTERNATIONAL PLACE
BOSTON, MA 02110-2699
(617) 439-2000
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
APRIL 12, 1999
------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Sections 240.13d-1(b)(e), 240.13d-1(f) or
240.13d-1(g), check the following box. / /
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
<PAGE>
SCHEDULE 13D
CUSIP NO. 28467 W 106 Page 2 of 23
------------- -------------------
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
DARTMOUTH CAPITAL GROUP, L.P.
02-0480818
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) / /
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES ------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH
REPORTING 1,969,536
PERSON WITH ------------------------------------------------
9 SOLE DISPOSITIVE POWER
------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,969,536
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,969,536
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.9%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER
PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP NO. 28467 W 106 Page 3 of 23
------------- -------------------
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
DARTMOUTH CAPITAL GROUP, INC.
02-0480818
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES ------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH
REPORTING 1,978,536
PERSON WITH ------------------------------------------------
9 SOLE DISPOSITIVE POWER
------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,978,536
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,978,536
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.0%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING
EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP NO. 28467 W 106 Page 4 of 23
------------- -------------------
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
ERNEST J. BOCH
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 1,574,014
SHARES ------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH
REPORTING 1,978,536
PERSON WITH ------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,574,014
------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,978,536
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,552,550
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.2%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP NO. 28467 W 106 Page 5 of 23
------------- -------------------
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
JOHN J. BYRNE
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 290,597
SHARES ------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH
REPORTING 1,978,536
PERSON WITH ------------------------------------------------
9 SOLE DISPOSITIVE POWER
290,597
------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,978,536
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,269,133
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.1%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP NO. 28467 W 106 Page 6 of 23
------------- -------------------
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
EDWARD A. FOX
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 318,748
SHARES ------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH
REPORTING 1,978,536
PERSON WITH ------------------------------------------------
9 SOLE DISPOSITIVE POWER
318,748
------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,978,536
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,297,284
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.3%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP NO. 28467 W 106 Page 7 of 23
------------- -------------------
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
CHARLES E. HUGEL
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 224,662
SHARES ------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH
REPORTING 1,978,536
PERSON WITH ------------------------------------------------
9 SOLE DISPOSITIVE POWER
224,662
------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,978,536
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,203,198
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.6%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP NO. 28467 W 106 Page 8 of 23
------------- -------------------
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
ROBERT P. KELLER
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 521,796
SHARES ------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH
REPORTING 1,978,536
PERSON WITH ------------------------------------------------
9 SOLE DISPOSITIVE POWER
521,796
------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,978,536
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,500,332
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.7%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP NO. 28467 W 106 Page 9 of 23
------------- -------------------
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
K. THOMAS KEMP
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 32,130
SHARES ------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH
REPORTING 1,978,536
PERSON WITH ------------------------------------------------
9 SOLE DISPOSITIVE POWER
32,130
------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,978,536
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,010,666
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.3%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP NO. 28467 W 106 Page 10 of 23
------------- -------------------
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
JEFFERSON W. KIRBY
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 299,500
SHARES ------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH
REPORTING 1,978,536
PERSON WITH ------------------------------------------------
9 SOLE DISPOSITIVE POWER
299,500
------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,978,536
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,278,036
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.2%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
CUSIP NO. 28467 W 106 Page 11 of 23
------------- -------------------
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
NORTHWOOD CAPITAL PARTNERS LLC
11-3186997
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 51,564
SHARES ------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH
REPORTING 1,978,536
PERSON WITH ------------------------------------------------
9 SOLE DISPOSITIVE POWER
51,564
------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,978,536
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,030,100
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.4%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
CUSIP NO. 28467 W 106 Page 12 of 23
------------- -------------------
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
NORTHWOOD VENTURES LLC
13-3152827
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 255,406
SHARES ------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH
REPORTING 1,978,536
PERSON WITH ------------------------------------------------
9 SOLE DISPOSITIVE POWER
225,406
------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,978,536
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,203,942
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.6%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP NO. 28467 W 106 Page 13 of 23
------------- -------------------
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
JOHN J. F. SHERRERD
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES ------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH
REPORTING 1,978,536
PERSON WITH ------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,978,536
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,978,536
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.0%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP NO. 28467 W 106 Page 14 of 23
------------- -------------------
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
GEORGE U. WYPER
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 34,850
SHARES ------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH
REPORTING 1,978,536
PERSON WITH ------------------------------------------------
9 SOLE DISPOSITIVE POWER
34,850
------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,978,536
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,013,386
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.3%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
Item 1. SECURITY AND ISSUER.
ISSUER: Eldorado Bancshares, Inc. (the "Issuer")
24012 Calle de la Plata, Suite 340, Laguna Hills, CA 92653
SECURITY: Common Stock, par value $.01 per share ("Common Stock")
ITEM 2. IDENTITY AND BACKGROUND.
NAME, BUSINESS ADDRESS, PRINCIPAL OCCUPATION AND CITIZENSHIP:
This Statement is being jointly filed by each of the following
persons:
(i) Dartmouth Capital Group, L.P. is a Delaware limited
partnership ("DCG"). DCG's address is 24012 Calle de la
Plata, Suite 340, Laguna Hills, California 92653. DCG is
engaged in the private equity investment business and is a
registered bank holding company under the Bank Holding
Company Act of 1956, as amended.
(ii) Dartmouth Capital Group, Inc. is a Delaware corporation
("DCG, Inc."). DCG, Inc. purpose is to act as the general
partner of DCG. DCG, Inc.'s address is 24012 Calle de la
Plata, Suite 340, Laguna Hills, California 92653.
(iii) Ernest J. Boch's address is c/o Subaru New England, Inc., 95
Morse Street, Norwood, Massachusetts 02062. Mr. Boch is an
owner of automobile dealerships and a broadcasting
corporation. He is a United States citizen.
(iv) John Byrne's address is c/o Haverford-Valley, L.C., 700
Bitner Road, Park City, Utah 84098. Mr. Byrne's principal
occupation is the Chairman of Fund American Enterprises,
Inc., a financial services holding company. He is a United
States citizen.
(v) Edward A. Fox's address is R.R. 67-15, Ames Cove Road,
Harborside, Maine 04642. He is retired and serves as the
non-executive Chairman of the Board of Directors of SLM
Holding Corp. He is a United States citizen.
(vi) Charles E. Hugel's address is Bald Peak Colony Club, Melvin
Village, New Hampshire 03850. Mr. Hugel is retired, having
served most recently as the Chairman and Chief Executive
Officer of Combustion Engineering, Inc. He is a United States
citizen.
(vii) Robert P. Keller's address is Eldorado Bancshares, Inc.,
24012 Calle de la Plata, Suite 340, Laguna Hills, California
92653. Mr. Keller is the President and Chief Executive
Officer of the Issuer. He is a United States citizen.
(viii) K. Thomas Kemp's address is White Mountains Holdings, Inc.,
80 South Main Street, Hanover, New Hampshire 03755. Mr. Kemp
is the President and Chief Executive Officer of Fund American
Enterprises Holdings, Inc. and Chief Executive Officer of
White Mountains Holdings, Inc. He is a United States citizen.
(ix) Jefferson W. Kirby's address is Alleghany Corporation, 375
Park Avenue, Suite 3201, New York 10152. Mr. Kirby is the
Vice President of Alleghany Corporation. He is a United
States citizen.
Page 15
<PAGE>
(x) Northwood Capital Partners LLC is a New York limited
liability company ("Northwood Capital"). Northwood Capital's
address is 485 Underhill Boulevard, Suite 205, Syosset, New
York 11791. Northwood Capital engages in the private equity
business. Attached as Schedule A to this Schedule 13D is
information concerning the managers of Northwood Capital as
to which such information is required to be disclosed in
response to General Instructions C of Schedule 13D.
(xi) Northwood Ventures LLC is a New York limited liability
company ("Northwood Ventures" and collectively with Northwood
Capital, "Northwood"). Northwood Venture's address is 485
Underhill Boulevard, Suite 205, Syosset, New York 11791.
Northwood Venture engages in the private equity investment
business. Attached as Schedule A to this Schedule 13D is
information concerning the managers of Northwood Ventures as
to which such information is required to be disclosed in
response to General Instructions C of Schedule 13D.
(xii) John J. F. Sherrerd's address is Sherrerd & Company, One
Tower Bridge, West Conshohocken, Pennsylvania 19428. Mr.
Sherrerd is retired, having most recently been a partner of
the institutional investment counsel firm of Miller, Anderson
& Sherrerd. Mr. Sherrerd is a United States citizen.
(xiii) George U. Wyper's address is Wyper Capital Management, L.P.,
350 Park Avenue, 13th Floor, New York, New York 10022. Mr.
Wyper engages in the investment management business and is a
United States citizen.
CRIMINAL PROCEEDINGS IN LAST FIVE YEARS:
During the last five years, neither any Reporting Person nor, to the
best knowledge of each Reporting Person, any persons identified and listed in
Schedule A attached hereto has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors, if any).
CIVIL SECURITIES PROCEEDINGS IN LAST FIVE YEARS:
During the last five years, neither any Reporting Person nor, to the
best knowledge of each Reporting Person, any persons identified and listed in
Schedule A attached hereto has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and, as a result of
such proceeding was or is subject to a judgment, decree, or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violations with
respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
DCG purchased 68,900 shares of Common Stock directly from the Issuer
in connection with the Issuer's public offering of Common Stock on April 12,
1999 (the "Offering"). DCG paid $9.30 per share, resulting in an aggregate
purchase price of $640,770. DCG purchased the 68,900 shares with working
capital that was contributed to DCG by its limited partners.
In addition to the purchase of the 68,900 shares of Common Stock by
DCG, a number of the Reporting Persons (the "Direct Purchasers") also
purchased shares of Common Stock directly from the Issuer in connection with
the Offering.
Mr. Fox purchased 21,500 shares of Common Stock directly from the
Issuer in the Offering for $9.30 per share. Mr. Fox used personal funds for
the acquisition.
Page 16
<PAGE>
Mr. Kirby purchased 20,000 shares of Common Stock directly from the
Issuer in the Offering for $9.30 per share. Mr. Kirby used personal funds for
the acquisition.
Mr. Hugel purchased 10,000 shares of Common Stock directly from the
Issuer in the Offering for $9.30 per share. Mr. Hugel used personal funds for
the acquisition.
Mr. Kemp purchased 2,400 shares of Common Stock directly from the
Issuer in the Offering for $9.30 per share. Mr. Kemp used personal funds for
the acquisition.
Northwood Ventures purchased 19,000 shares of Common Stock directly
from the Issuer in the Offering for $9.30 per share. Northwood Ventures used
working capital for the acquisition.
Mr. Keller purchased 5,400 shares of Common Stock directly from the
Issuer in the Offering for $9.30 per share. Mr. Keller used personal funds
for the acquisition.
DCG distributed 1,100,000 shares of Common Stock held in DCG's name
to its limited partners on April 12, 1999 in connection with the closing of
the Offering. The number of shares of the Common Stock distributed to each
limited partner was determined by each limited partner's capital account and
percentage of profits as provided for in the Partnership Agreement. The
following Reporting Persons received the following number of shares of Common
Stock in the DCG distribution which shares are included in the amounts listed
in response to Item 5(a):
<TABLE>
<CAPTION>
<S> <C>
Dartmouth Capital Group,
Inc. 9,000
Ernest J. Boch 375,200
John J. Bryne 73,300
Edward A. Fox 65,500
Charles E. Hugel 45,800
Robert P. Keller 51,900
K. Thomas Kemp 8,300
Jefferson W. Kirby 74,800
Northwood Capital
Partners LLC 11,500
Northwood Ventures LLC 46,200
John J.F. Sherrerd 40,500
George U. Wyper 9,400
</TABLE>
Page 17
<PAGE>
ITEM 4. PURPOSE OF TRANSACTION.
The purpose of the purchases of the Common Stock by DCG and the
Direct Purchasers is for investment and capital appreciation. Each Reporting
Person reserves the right to reexamine their investment in the Issuer from
time to time and, depending on market considerations and other factors, may
purchase or sell shares of Common Stock, if appropriate opportunities to do
so are available, on such terms and at such time as such Reporting Persons
consider advisable.
In connection with the Offering, DCG decided to distribute shares of
Common Stock to its limited partners. DCG distributed the maximum number of
shares of Common Stock authorized by its agreement with Madison Dearborn
Capital Partners II, L.P. and Olympus. This agreement is described in Item 6.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) & (b) AGGREGATE NUMBER AND PERCENTAGE OF CLASS OF SECURITIES
HELD BY REPORTING PERSONS AND NUMBER OF SHARES AS TO WHICH THERE IS SOLE AND
SHARED VOTING AND DISPOSITIVE POWER.
<TABLE>
<CAPTION>
SHARES SHARES
AMOUNT WITH SOLE WITH SOLE SHARES WITH SHARES WITH
NAME OF REPORTING BENEFICIALLY PERCENT POWER TO POWER TO SHARED POWER SHARED POWER
PERSON OWNED OF CLASS VOTE DISPOSE TO DISPOSE TO VOTE
<S> <C> <C> <C> <C> <C> <C>
Dartmouth Capital 1,969,536 13.9% 0 0 1,969,536 1,969,536
Group, L.P.
Dartmouth Capital 1,978,536 14% 0 0 1,978,536 (1) 1,978,536 (1)
Group, Inc.
Ernest J. Boch 3,552,550 25.2% 1,574,014 1,574,014 1,978,536 (1) 1,978,536 (1)
John J. Byrne 2,269,133 16.1% 290,597 290,597 1,978,536 (1) 1,978,536 (1)
Edward A. Fox 2,297,284 16.3% 318,748 318,748 1,978,536 (1) 1,978,536 (1)
Charles E. Hugel 2,203,198 15.6% 224,662 (2) 224,662 (2) 1,978,536 (1) 1,978,536 (1)
Robert P. Keller 2,500,332 17.7% 521,796 521,796 1,978,536 (1) 1,978,536 (1)
K. Thomas Kemp 2,010,666 14.3% 32,130 32,130 1,978,536 (1) 1,978,536 (1)
Jefferson W. Kirby 2,278,036 16.2% 299,500 299,500 1,978,536 (1) 1,978,536 (1)
</TABLE>
Page 18
<PAGE>
<TABLE>
<CAPTION>
SHARES SHARES
AMOUNT WITH SOLE WITH SOLE SHARES WITH SHARES WITH
NAME OF REPORTING BENEFICIALLY PERCENT POWER TO POWER TO SHARED POWER SHARED POWER
PERSON OWNED OF CLASS VOTE DISPOSE TO DISPOSE TO VOTE
<S> <C> <C> <C> <C> <C> <C>
Northwood Capital 2,030,100 14.4% 51,564 51,564 1,978,536 (1) 1,978,536 (1)
Partners LLC
Northwood Ventures 2,203,942 15.6% 225,406 225,406 1,978,536 (1) 1,978,536 (1)
LLC
John J.F. Sherrerd 1,978,536 14.0% 0 0 1,978,536 (1) 1,978,536 (1)
George U. Wyper 2,013,386 14.3% 34,850 34,850 1,978,536 (1) 1,978,536 (1)
</TABLE>
(1) Consists of 1,969,536 shares owned directly by DCG and 9,000 shares owned
directly by DCG, Inc.
(2) Includes 138,000 shares held of record by the Hugel Family Limited
Partnership and 86,662 shares held of record by Mr. Hugel.
(c) TRANSACTIONS IN CLASS OF SECURITIES BY REPORTING PERSONS.
See Item 3 for a description of the various purchases, directly and
indirectly, of the shares of Common Stock by the Reporting Persons in
connection with the Offering.
See Item 3 for a description of the distribution of shares of Common
Stock owned directly by DCG to its limited partners.
Mr. Sherrerd sold 209,500 shares of Common Stock in the Offering and
does not own shares of Common Stock directly. Mr. Sherrerd continues to be an
indirect beneficial owner of shares of Common Stock through his participation
in DCG, Inc. and DCG.
(d) The limited partners of DCG have the right to receive a pro rata
share of the dividends from, or the proceed from the sale of, the shares of
Common Stock beneficially owned directly by DCG. No persons other than the
Reporting Persons have the power to direct the receipt of dividends from, or
the proceeds from the sale of, the shares of Common Stock beneficially owned
directly by DCG.
The members of Northwood Capital and Northwood Ventures have the
right to receive a pro rata share of the dividends from, or the proceed from
the sale of, the shares of Common Stock beneficially owned by Northwood
Capital and Northwood Ventures, respectively. No person other than Northwood
Capital and Northwood Ventures, as applicable, have the power to direct the
receipt of dividends from, or the proceeds from the sale of, the shares of
Common Stock beneficially owned directly by Northwood Capital and Northwood
Ventures, respectively.
No one other than the Reporting Persons who claim that they possess
sole voting and dispositive power over the shares of Common Stock
beneficially owned directly by them has the power to direct the receipt of
dividends from, or the proceeds from the sale of, the shares of Common Stock
beneficially owned directly by that Reporting Person.
(e) Not applicable.
Page 19
<PAGE>
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
The Reporting Persons are each party to an Amended and Restated
Shareholder Agreement dated as of February 29, 1996 (the "DCG, Inc.
Shareholder Agreement") relating to DCG, Inc.'s common stock. A primary
purpose of the DCG, Inc. Shareholder Agreement is to entitle each shareholder
of DCG, Inc. to designate a director of DCG, Inc. DCG, Inc., as the sole
general partner of DCG, exercises control over the voting and disposition of
the shares of Common Stock held of record by DCG.
The Reporting Persons are each party to a Amended and Restated
Shareholder Agreement, dated April 6, 1999 (the "Shareholder Agreement")
among themselves, the Issuer, Olympus Growth Fund II, L.P., Olympus Executive
Fund, L.P. (collectively with Olympus Growth Fund II, L.P. "Olympus") and
Madison Dearborn Capital Partners II, L.P. The Shareholder Agreement has been
entered into primarily for regulatory reasons relating to restrictions
imposed by the Board of Governors of the Federal Reserve System relating to
the ownership of equity securities in bank holding companies (such as the
Issuer) by persons or entities not registered as bank holding companies under
the Bank Holding Company Act of 1956, as amended. The material provisions
that are in effect pertaining to DCG provide as follows: (i) unless and until
both MDP and Olympus hold 9.9% or less of the Common Stock (treating any
Common Stock equivalents that they hold as fully exercised), DCG may not
transfer any Common Stock or distribute any Common Stock to DCG's partners
if, as a result of that transfer or distribution, DCG would hold fewer shares
of Common Stock than either MDCP or Olympus and (ii) DCG will not sell any of
its shares of Common Stock during a limited period before or after certain
registered offerings of the shares of Common Stock held by MDCP or Olympus.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Joint Filing Agreement.
2. Amended and Restated Shareholder Agreement dated April 6,
1999 (incorporated by reference to the Issuer's Form 8-K
filed on April 21, 1999).
3. Amended and Restated Shareholder Agreement dated
February 29, 1996.
Page 20
<PAGE>
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
DARTMOUTH CAPITAL GROUP, L.P.
By: Dartmouth Capital Group, Inc.,
its general partner
By: /s/ Robert P. Keller
-------------------------------
Dated: April 20, 1999 Robert P. Keller, President
Dartmouth Capital Group, Inc.
By: /s/ Robert P. Keller
-------------------------------
Robert P. Keller, President
/s/ Robert P. Keller
-----------------------------------
Robert P. Keller
/s/ Ernest J. Boch
-----------------------------------
Ernest J. Boch
/s/ John J. Byrne
-----------------------------------
John J. Byrne
/s/ Edward A. Fox
-----------------------------------
Edward A. Fox
/s/ Charles E. Hugel
-----------------------------------
Charles E. Hugel
/s/ K. Thomas Kemp
-----------------------------------
K. Thomas Kemp
Page 21
<PAGE>
/s/ Jefferson W. Kirby
-----------------------------------
Jefferson W. Kirby
Northwood Capital Partners LLC
By: /s/ Henry T. Wilson
-------------------------------
Henry T. Wilson, Manager
Northwood Ventures LLC
By: /s/ Henry T. Wilson
-------------------------------
Henry T. Wilson, Manager
/s/ John J. F. Sherrerd
-----------------------------------
John J. F. Sherrerd
/s/ George W. Wyper
-----------------------------------
George U. Wyper
Page 22
<PAGE>
SCHEDULE A
DARTMOUTH CAPITAL GROUP, INC
The following persons are directors of DCG, Inc.:
Ernest J. Boch
Edward A. Fox
Charles E. Hugel
Robert P. Keller
K. Thomas Kemp
Jefferson W. Kirby
Henry T. Wilson
John B. Pettway
Mr. Pettway's address is Haverford-Valley, L.C., 700 Bitner Road, Park City,
Utah 84098, the same as that of John Byrne. Mr. Pettway is the Chief
Financial Officer of Haverford-Valley, L.C., a private equity investment
firm, an attorney and a certified public accountant. Mr. Pettway is a United
States citizen.
The other Directors are reporting persons and their addresses are provided in
Item 2 of the Statement.
The following persons are officers of DCG, Inc.:
Robert P. Keller - President and Chief Executive Officer
John L. Gordon - Treasurer
Michael K. Krebs - Secretary
Mr. Gordon's address is Eldorado Bancshares, Inc. 24012 Calle de la Plata,
Suite 340, Laguna Hills, CA 92653. Mr. Gordon is the Treasurer and Chief
Financial Officer of Eldorado Bancshares, Inc. and is a United States citizen.
Mr. Krebs' address is Nutter, McClennen & Fish, LLP, One International Place,
Boston, Massachusetts, 02110. Mr. Krebs is a lawyer and a United States
citizen.
NORTHWOOD CAPITAL PARTNERS LLC & NORTHWOOD VENTURES LLC
Henry T. Wilson and Peter G. Schiff are the managers of both Northwood
Capital Partners LLC and Northwood Ventures LLC. Mr. Schiff is also the
President of the two Northwood limited liability companies.
Mr. Schiff's address is 485 Underhill Boulevard, Suite 205, Syosset, New York
11791. Mr. Schiff engages in the venture capital business and is a United
States citizen.
Page 23
<PAGE>
Exhibit 1
Joint Filing Agreement
The undersigned parties hereby agree that the Schedule 13D filed
herewith (and any amendments thereto) relating to the Common Stock of
Eldorado Bancshares, Inc. is being filed jointly with the Securities and
Exchange Commission pursuant to Section 13(d) of the Securities Exchange Act
of 1934, as amended.
Each undersigned party hereby authorizes Dartmouth Capital Group,
L.P. to act as the undersigned party's authorized representative for the
purpose of filing all amendments to the Schedule 13D filed herewith.
Dartmouth Capital Group, L.P shall continue to have the authority granted
hereby until the authority to act as the undersigned party's representative
is revoked in a writing filed as an amendment to this Schedule 13D.
DARTMOUTH CAPITAL GROUP, L.P.
By: Dartmouth Capital Group, Inc.,
its general partner
Dated: April 20, 1999 By: /s/ Robert P. Keller
-------------------------------
Robert P. Keller, President
Dartmouth Capital Group, Inc.
By: /s/ Robert P. Keller
-------------------------------
Robert P. Keller, President
/s/ Robert P. Keller
-----------------------------------
Robert P. Keller
/s/ Ernest J. Boch
-----------------------------------
Ernest J. Boch
/s/ John J. Byrne
-----------------------------------
John J. Byrne
/s/ Edward A. Fox
-----------------------------------
Edward A. Fox
/s/ Charles E. Hugel
-----------------------------------
Charles E. Hugel
Page 1
<PAGE>
/s/ K. Thomas Kemp
-----------------------------------
K. Thomas Kemp
/s/ Jefferson W. Kirby
-----------------------------------
Jefferson W. Kirby
Northwood Capital Partners LLC
By: /s/ Henry T. Wilson
-----------------------------------
Henry T. Wilson, Manager
Northwood Ventures LLC
By: /s/ Henry T. Wilson
-----------------------------------
Henry T. Wilson, Manager
/s/ John J. F. Sherrerd
-----------------------------------
John J. F. Sherrerd
/s/ George W. Wyper
-----------------------------------
George U. Wyper
Page 2
<PAGE>
Exhibit 3
AMENDED AND RESTATED SHAREHOLDER AGREEMENT
THIS AMENDED AND RESTATED SHAREHOLDER AGREEMENT, dated as of this
29th day of February, 1996, is by and among Dartmouth Capital Group, Inc., a
Delaware corporation (the "Corporation"), Dartmouth Capital Group, L.P., a
Delaware limited partnership (the "Partnership"), Robert P. Keller ("Keller"),
and each of the persons signatory to a Signature Page to this Agreement (each
individually, a "Purchaser", and collectively, the "Purchasers", and
collectively with Keller, the "Shareholders") (all of the foregoing being
collectively referred to as the "Parties").
RECITALS
WHEREAS, the Partnership and the Corporation (which is the sole general
partner of the Partnership) have been organized for the purpose of identifying,
evaluating and acquiring equity or other interests in, or certain assets and
liabilities of, one or more financial institutions and/or similar or related
businesses (collectively, the "Venture");
WHEREAS, in order to provide the funds to conduct the first phase of
the Venture, the Corporation sold to the Purchasers shares ("Shares") of the
Corporation's common stock, par value $.01 (the "Common Stock"), pursuant to a
Capital Contribution and Shareholder Agreement dated as of May 22, 1995 among
the Parties (the "Original Agreement"), the net proceeds of which Shares were
contributed by the Corporation to the capital of the Partnership;
<PAGE>
WHEREAS, the Parties have subsequently entered into a First Amendment
to Capital Contribution and Shareholder Agreement, dated as of May 23, 1995 (the
"First Amendment"), and a Second Amendment to Capital Contribution and
Shareholder Agreement, dated as of July 18, 1995 (the "Second Amendment"); and
WHEREAS, the Parties desire to amend and restate the Original Agreement
in order to incorporate each of the First Amendment and the Second Amendment, to
further amend the rights and obligations of each of the Parties, and to provide
for the possible admission of additional Persons as stockholders of the
Corporation and as Parties to this Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the premises contained herein and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties agree as follows:
1. DEFINITIONS. For purposes of this Agreement, capitalized terms not
defined in the preamble or the Recitals shall be defined as follows:
ACT shall mean the Securities Act of 1933, as amended.
2
<PAGE>
AFFILIATE shall mean a person or entity that directly, or
indirectly through one or more intermediaries, controls, or is
controlled by, or is under common control with, the person or entity
specified.
AGREEMENT shall mean this Amended and Restated Shareholder
Agreement.
BOOK-UP shall have the meaning given that term in Section 4
hereof.
CAPITAL ACCOUNT shall have the meaning given that term in the
Partnership Agreement.
CAPITAL CALL shall mean a Capital Call under, and as that term is
defined in, the Partnership Agreement and the Class A Subscription
Agreement.
CLASS A SUBSCRIPTION AGREEMENT shall mean a Subscription
Agreement entered into by a Shareholder (or his or her Investor
Affiliate) pursuant to the terms of the Partnership Agreement for the
purchase of Class A Interests.
INVESTOR AFFILIATE shall mean collectively, with respect to each
Shareholder, all of such Shareholder's Affiliates that are Partners.
3
<PAGE>
NOMINEE shall mean a person, if any, proposed and nominated by a
Shareholder in accordance with Section 5.1, or by a Nominating Limited
Partner in accordance with Section 5.2, to serve as a Director of the
Corporation.
NOMINATING LIMITED PARTNER shall have the meaning given that term
in Section 5.2 hereof.
PARTNER and CLASS A PARTNER shall have the meanings respectively
given those terms in the Partnership Agreement.
PARTNERSHIP AGREEMENT shall mean whichever of (i) the Agreement
of Limited Partnership by which the Partnership has been formed or (ii)
the Amended and Restated Agreement of Limited Partnership dated as of
February 29, 1996 restating the agreement referenced in the foregoing
clause (i), in each case as the same may be amended from time to time
and as in effect as of the applicable date.
TARGET BUSINESS shall have the meaning given that term in the
Partnership Agreement.
TARGET BUSINESS INVESTMENT shall mean any transaction in which
the Partnership will acquire an equity or other interest in, or certain
assets and liabilities of, any Target Business.
4
<PAGE>
2. REDEMPTION OF SHARES. Each Shareholder acknowledges that the
Partnership expects from time to time to make Capital Calls on the Shareholders
or their Investor Affiliates, in their respective capacities as Class A Partners
(to the extent the same remain Class A Partners), in the manner and in
accordance with the terms set forth in the Partnership Agreement. In the event
that a Shareholder or his or her Investor Affiliate fails to pay a Capital Call
within the time period set forth in the Partnership Agreement (including any
applicable notice or grace periods), the Corporation shall have the right, but
not the obligation, to repurchase all Shares then held by such Shareholder at a
price of $100 per Share. The Corporation's right to repurchase such
Shareholder's Shares under this Section shall be suspended 120 days after the
issuance of Class A Limited Partnership Interests to other Shareholders pursuant
to the same Capital Call until any subsequent default by such Shareholder on his
or her payment obligations arising out of any Capital Call.
3. RIGHT OF FIRST REFUSAL.
3.1 GENERALLY. Each Shareholder hereby grants each other Shareholder a
right of first refusal to purchase his or her Shares on the terms and subject to
the limitations contained in this Section 3.1 and in Section 3.2. In the event
that a Shareholder proposes to sell or otherwise transfer all or any portion of
his or her Shares to any person other than a person described in the last
sentence of this Section 3.1, the Shareholder shall give written notice of the
terms of such sale or transfer to each other Shareholder, offering the
applicable Shares to each other Shareholder on the identical terms. Each
Shareholder receiving such notice shall have twenty days from the date of the
notice in which to notify the selling Shareholder of the recipient Shareholder's
acceptance
5
<PAGE>
of the offer and intent to purchase the applicable Shares. In the event of
multiple acceptances of a single offer, the offered Shares shall be divided and
sold equally to all accepting Shareholders based upon the number of acceptances
tendered, unless the selling Shareholder and all accepting Shareholders shall
otherwise agree. If no recipient Shareholder accepts such offer, the selling
Shareholder may transfer the applicable Shares on the terms set forth in the
notice of intent to sell during the period ending ninety days following the date
of such notice, provided that the transferee executes and delivers to the
Corporation an Affirmation Agreement in the form attached hereto as Exhibit A.
The right of first refusal contained in this Section 3.1 shall not apply to
sales or other transfers to any Affiliate of such Shareholder or to any of such
Shareholder's immediate family members, including any trust or other vehicle for
the benefit of such persons.
3.2 SUSPENSION TO ADMIT NEW SHAREHOLDER PARTY. In the event the
Corporation determines, in accordance with Section 10, to admit additional
persons as Shareholders under this Agreement, and in order to facilitate the
admission of one or more such persons through transfers of then-outstanding
Shares, the Corporation may suspend temporarily the rights granted to existing
Shareholders under Section 3.1. Any such suspension shall apply solely to the
transfer to the persons, and in the transactions, contemplated by the
Corporation's determination under Section 10, and in the event such transfer
fails to occur the existing Shareholders' rights under Section 3.1 shall resume
without further action by the Corporation or any Shareholder.
4. AGREEMENT REGARDING BOOK-UP OF PARTNERSHIP ASSETS. The Parties
acknowledge that the Partnership Agreement provides that, immediately prior to
any contribution of additional
6
<PAGE>
capital to the Partnership, the General Partner of the Partnership may adjust
the Capital Account of each Partner to reflect the then-fair market value of the
Partnership's net assets (a "Book-up"). The Corporation and the Shareholders
hereby agree that, in the event that such capital is to be contributed to the
Partnership at any time on or before May 22, 2000, whether in connection with an
anticipated Target Business Investment or otherwise, they shall cause the
General Partner to effectuate such a Book-up.
5. VOTING AGREEMENT.
5.1 DESIGNATION OF DIRECTORS. Each Shareholder shall have the right to
nominate one person to serve as a Director of the Corporation. Each Shareholder
hereby agrees, subject to the provisions of Section 5.3 and any agreement
between the Company and a Nominating Limited Partner, to vote all Shares now or
hereafter owned or controlled, directly or indirectly, by such Shareholder and
otherwise to use his or her best efforts as a stockholder of the Corporation (i)
to set the number of Directors of the Corporation at a number equal to the
number of Nominees having been nominated for the applicable election, (ii) to
elect as Directors, at each election of Directors, each Nominee nominated for
election at such time, and (iii) not to vote to remove any Director so elected
during such Director's term unless (w) the Shareholder or Nominating Limited
Partner that nominated such Director so votes, or (x) such Director has breached
his or her fiduciary duties or been derelict in his or her duties to the
Corporation, or (y) such Director or the Shareholder or Nominating Limited
Partner that nominated such Director shall be a party to or otherwise
participate in any claim, proceeding or lawsuit (including derivative suits
brought in the name of the Corporation) against the Corporation, its officers,
Directors or stockholders, or (z)
7
<PAGE>
such Director has been convicted of any misdemeanor adversely affecting the
Company in any way, including its reputation, or any felony, or is barred by law
from serving as a Director of a bank or bank holding company. Any vacancy on the
Board created by the resignation, removal, incapacity or death of a Nominee
shall be filled by another person proposed and nominated by the applicable
Shareholder or Nominating Limited Partner.
5.2 AGREEMENTS WITH NOMINATING LIMITED PARTNERS. Upon the vote of
two-thirds of the Directors, the Company may enter into an agreement with a
non-Shareholder Limited Partner of the Partnership (a "Nominating Limited
Partner") whereunder such Nominating Limited Partner is granted the right to
designate a Director of the Company. In the event the Company enters into such
an agreement and the Nominating Limited Partner exercises its designation rights
thereunder by nominating a person to serve as a Director, such nominee shall
constitute a Nominee for purposes of Section 5.1 and each Shareholder agrees to
vote to elect such Nominee as a Director, subject only to the limitations
contained in Section 5.1 and the applicable agreement between the Company and
the Nominating Limited Partner.
5.3 TERMINATION OF DESIGNATION RIGHTS. Upon the earlier of (y) a
Shareholder's transfer of more than 50% of his or her Shares other than a
transfer to an Affiliate of such Shareholder or to one or more of such
Shareholder's immediate family members (including any trust or other vehicle for
the benefit of such persons), and (z) a default by a Shareholder on his or her
payment obligations relating to any Capital Call, the right of such Shareholder
(a "Passive Shareholder")
8
<PAGE>
to nominate a candidate for Director shall terminate, and each other
Shareholder's obligation to vote for, and not to vote to remove, the Passive
Shareholder's Nominee as a Director shall terminate.
6. REPRESENTATIONS, WARRANTIES AND COVENANTS.
6.1 BY THE PURCHASERS.
(a) SECURITIES LAW MATTERS. Each Purchaser acknowledges that the
Shares purchased by such Purchaser have not been registered under the Act, that
there is not, and the Corporation does not anticipate that there will be, any
market for the Shares, and that, whether or not such a market may hereafter
exist, the Shares cannot be offered, sold, pledged or otherwise transferred
within the meaning of the Act without an exemption from the registration
requirements of the Act. Each Purchaser further represents and warrants that (i)
he or she is an "accredited investor" within the meaning of Regulation D
promulgated under the Act, (ii) he or she has sufficient knowledge and
experience in business and financial matters to be capable of evaluating the
merits and risks of an investment in the Shares and of any further investment in
connection with any acquisition proposed as a result of the Venture, including
without limitation pursuant to a Capital Call by the Partnership, (iii) he or
she is able to bear the economic risks of an investment in the Shares and is, at
the present time, able to afford a complete loss of such investment, and (iv) he
or she is acquiring the Shares (or if the Shares were previously acquired, as of
the time of his or her acquisition of the Shares, he or she acquired the Shares)
for investment for his or her own account with no present intention of dividing
his or her interest with others or of reselling or otherwise distributing the
same in any transaction that would require registration under, or would be in
9
<PAGE>
violation of, the Act or any other securities law of the United States or of any
State, without prejudice, however, to a Purchaser's right to sell or otherwise
dispose of Shares under an effective registration statement or pursuant to an
exemption from registration under the Act. Each Purchaser agrees that, fifteen
days prior to any proposed transfer (other than a transfer pursuant to an
effective registration statement under the Act), the Purchaser shall give
written notice to the Corporation of such intended transfer, describing the
manner and circumstances of the proposed transfer and, if requested by the
Corporation, an opinion of counsel, reasonably satisfactory to the Corporation
and addressed to the Corporation, to the effect that the proposed transfer may
be effected without registration under the Act or any other securities law of
the United States or any State together with such representation letters and/or
other supporting materials as the Corporation may reasonably request.
(b) INFORMATION PROVIDED TO PURCHASER. Each Purchaser represents
and warrants that (i) such Purchaser has received and reviewed such information
regarding the organization, capitalization, financial condition and investments
of the Corporation and its Affiliates as such Purchaser has deemed necessary to
his or her decision to make an investment in the Shares, (ii) the Corporation or
its representatives have afforded such Purchaser and his or her advisors, if
any, the opportunity to discuss an investment in the Shares and to ask questions
concerning the Shares, the Corporation and the Venture, and the Corporation's
representatives have provided answers to all such questions, and (iii) such
Purchaser has not relied on any other Shareholder in determining to purchase
Shares hereunder.
10
<PAGE>
(c) EXECUTION AND AUTHORITY. Each Purchaser represents and
warrants that (i) such Purchaser has duly executed this Agreement, (ii) if such
Purchaser is not a natural person, the Purchaser's execution of this Agreement
and entrance into the other agreements hereunder, and its purchase of the
Shares, have been duly authorized by all necessary corporate or other action,
and the purchase of the Shares and the entrance into the Agreement has not
contravened and will not contravene its charter, by-laws or any law, regulation
or court order applicable to it, and (iii) such Purchaser is not a "creditor" as
such term is defined in Regulation T of the Board of Governors of the Federal
Reserve System.
8.2 BY THE CORPORATION AND THE PARTNERSHIP. Each of the Corporation and
the Partnership hereby jointly and severally makes the representations set forth
below as of the date hereof for the benefit of each of the initial Shareholders,
and as the date of admission of any additional Shareholder for the benefit of
such Shareholder:
(a) ORGANIZATIONAL MATTERS AND AUTHORIZATION OF AGREEMENT. Each
of the Corporation and the Partnership is duly authorized and validly existing
under the laws of the State of Delaware and has full power to perform its
obligations hereunder and to conduct its business as presently proposed to be
conducted. Each of the Corporation and the Partnership has taken all action
necessary to authorize its performance of the agreements contained in the
Agreement. The Agreement is the legal, valid and binding agreement of both the
Corporation and the Partnership, enforceable against the Corporation and the
Partnership in accordance with its terms, subject only to laws regarding
bankruptcy, insolvency, reorganization moratorium or otherwise affecting
11
<PAGE>
creditors' rights generally, and to the application of general principles of
equity (whether considered in a proceeding in law or at equity). Neither the
Corporation nor the Partnership is (i) in violation of its Certificate of
Incorporation or its by-laws (in the case of the Corporation) or its Certificate
of Limited Partnership or Partnership Agreement (in the case of the
Partnership), or (ii) to the knowledge of the Corporation and the Partnership,
in violation of any law, administrative regulation, or court or other
governmental decree or order applicable to it which violation would have a
material adverse effect on the Corporation or the Partnership, as applicable,
and the execution and delivery of this Agreement, the fulfillment of the terms
herein set forth and the consummation of the transactions herein contemplated
will not conflict with or constitute a breach of or a default under, the
Corporation's Certificate of Incorporation or its by-laws or the Partnership's
Certificate of Limited Partnership or Partnership Agreement, or any material
law, administrative regulation or court or governmental decree applicable to the
Corporation or the Partnership. Assuming that all representations and warranties
of all Purchasers are true and correct, no consent, approval, authorization or
other order of any regulatory body, administrative agency or other governmental
body was legally required by or on behalf of the Corporation for the valid
issuance and sale of the Shares sold under the Original Agreement or for the
consummation of the transactions contemplated herein.
(b) CAPITALIZATION AND EXPENSES. Schedule A attached hereto, as
amended from time to time, contains a true, accurate and complete listing of the
authorized and issued capital stock of the Corporation as of the date of this
Agreement. The Purchase Price stated on such Schedule A has been received by the
Corporation. The Corporation and the Partnership have no
12
<PAGE>
subsidiaries or Affiliates other than each other, those Shareholders
constituting Affiliates and those Target Businesses in which the Partnership has
heretofore consummated a Target Business Investment.
(c) OTHER MATTERS. There are no actions, suits, or legal
proceedings before or by any court or governmental agency or body pending or, to
the knowledge of the Corporation or the Partnership, threatened, to which the
Corporation or the Partnership is a party or of which the business or property
of the Corporation or the Partnership is the subject that relate to or challenge
the legality, validity or enforceability of this Agreement or any other
documents or agreement executed or to be executed by the Corporation or the
Partnership pursuant hereto or thereto or in connection herewith or therewith.
9. ASSIGNMENT. A Shareholder's rights under this Agreement are
assignable only with the prior written consent of the Corporation, which may be
granted or withheld in the Corporation's sole discretion.
10. ADDITION OF NEW SHAREHOLDERS. Each Party acknowledges that the
Corporation may, from time to time, (i) deem it desirable to sell additional
shares of Common Stock, or (ii) deem it desirable to facilitate one or more
transfers of then-outstanding Shares, in each case on terms providing for the
purchasers or transferees of such Common Stock to be afforded the same rights as
are afforded the Shareholders hereunder. The Parties agree that, upon a
two-thirds vote of the Board of Directors of the Corporation, the Corporation
may admit such a purchaser or transferee
13
<PAGE>
as a Shareholder under this Agreement, with all of the rights, privileges and
obligations as held by those persons who are Shareholders under this Agreement
as initially executed, such admission to be effected by the new Shareholder's
and the Corporation's execution of a counterpart signature page of this
Agreement. By the execution of such a signature page, the new Shareholder shall
be deemed to agree to each of the terms of this Agreement, including each of the
representations and warranties made by a Shareholder as are contained herein.
Any shares of Common Stock issued or transferred to such a new Shareholder will
be deemed "Shares" for all purposes under this Agreement. A transferee of Shares
who is admitted as a Shareholder pursuant to this Section 10 shall not be
required to execute an Affirmation Agreement.
11. AMENDMENT. Except as provided in the last sentence of this Section
11, this Agreement may be amended (including by restatement in its entirety) by
an instrument in writing executed by (i) the Corporation, acting upon a
two-thirds vote of its Board of Directors, and (ii) two-thirds (in number) of
the Shareholders as of the applicable time. Any such amendment shall be binding
upon all Parties, whether or not any such Party has executed such instrument of
amendment. Notwithstanding the foregoing, Sections 4 and 5 may be amended only
by an instrument in writing executed by all Parties.
12. GOVERNING LAW. This Agreement shall be governed by the internal laws
of the State of Delaware without giving effect to the conflicts of laws
principles thereof.
14
<PAGE>
13. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, all of which shall constitute a single instrument, and each such
counterpart shall constitute an original.
14. ENTIRE AND BINDING AGREEMENT; EFFECT ON PRIOR AGREEMENTS. This
Agreement reflects the entire agreement of the Parties relating to the subject
matter contained herein, supersedes all prior agreements of the parties relating
to such subject matter, including without limitation the Original Agreement, the
First Amendment and the Second Amendment, and is binding upon the Parties and
their respective assigns and inuring to the extent provided herein to the
benefit of the Parties and their respective permitted assigns. The Original
Agreement, as amended by the First Amendment and the Second Amendment, is hereby
terminated and shall hereafter be of no further force or effect.
IN WITNESS WHEREOF, the parties have set their hands and seals as of
the first date recited above.
DARTMOUTH CAPITAL GROUP, INC.
By: /s/ Robert P. Keller
---------------------------------
Robert P. Keller, President
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<PAGE>
DARTMOUTH CAPITAL GROUP, L.P.
By: DARTMOUTH CAPITAL GROUP, INC.
Its General Partner
By: /s/ Robert P. Keller
---------------------------
Robert P. Keller, President
16
<PAGE>
[SIGNATURE PAGE TO AMENDED AND RESTATED SHAREHOLDER AGREEMENT]
[DATED AS OF FEBRUARY 29, 1996]
KELLER:
/s/ Robert P. Keller
-------------------------------------
Robert P. Keller
PURCHASERS:
/s/ Ernest J. Boch
-------------------------------------
Ernest J. Boch
/s/ John J. Byrne
-------------------------------------
John J. Byrne
/s/ Edward A. Fox
-------------------------------------
Edward A. Fox
/s/ Charles E. Hugel
-------------------------------------
Charles E. Hugel
/s/ K. Thomas Kemp
-------------------------------------
K. Thomas Kemp
/s/ Jefferson W. Kirby
-------------------------------------
Jefferson W. Kirby
NORTHWOOD CAPITAL PARTNERS LLC
By: /s/ Henry T. Wilson
----------------------------------
Henry T. Wilson
17
<PAGE>
NORTHWOOD VENTURES
By: /s/ Henry T. Wilson
---------------------------------
Henry T. Wilson
/s/ John J. F. Sherrerd
-------------------------------------
John J. F. Sherrerd
/s/ George W. Wyper
-------------------------------------
George U. Wyper
18
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SCHEDULE A
To Amended and Restated Shareholder Agreement
Dated as of February 29, 1996.
<TABLE>
<CAPTION>
Purchaser Number of Shares Held Aggregate Purchase Price Paid
--------- --------------------- -----------------------------
<S> <C> <C>
Ernest J. Boch 300 $30,000
John J. Byrne 400 40,000
Edward A. Fox 195 19,500
Charles E. Hugel 125 12,500
Robert P. Keller 50 5,000
K. Thomas Kemp 100 10,000
Jefferson W. Kirby 400 40,000
Northwood Ventures 120 12,000
Northwood Capital Partners LLC 30 3,000
John J. F. Sherrerd 125 12,500
George U. Wyper 100 10,000
</TABLE>
