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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
ELDORADO BANCSHARES, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 33-072054
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
24012 CALLE DE LA PLATA
LAGUNA HILLS, CA 92653
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(Address of principal executive offices and Zip Code)
If this Form relates to the registration of a class of debt securities and
is effective upon filing pursuant to General Instruction A.(c)(1), please check
the following box. /__/
If this Form relates to the registration of a class of debt securities and
is to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. /__/
If the Form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. /__/
If this Form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. /X/
Securities Act registration statement file number to which this form
relates: N/A
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE REGISTERED EACH CLASS IS TO BE REGISTERED
NONE
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SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
CLASS B COMMON STOCK, $.01 PAR VALUE
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(TITLE OF CLASS)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The description of the Class B Common Stock, $.01 par value per share, of
Eldorado Bancshares, Inc. (the "Company") that is contained in Item 5 of the
Company's Current Report on Form 8-K, filed with the Securities and Exchange
Commission on April 10, 1998, is hereby incorporated by reference herein. In
addition, to the extent that such description is modified in the form of an
amendment to such Form 8-K, such description as modified shall be deemed to be
incorporated by reference herein.
ITEM 2. EXHIBITS
Exhibits filed as part of the registration statement:
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Exhibit 3.1 Amended and Restated Certificate of Incorporation (incorporated
by reference to the Company's Current Report on Form 8-K/A filed
with the Commission on July 11, 1997)
Exhibit 3.2 Certificate of Amendment to Certificate of Incorporation
(incorporated by reference to the Company's Registration
Statement on Form S-4 (No. 333-65683))
Exhibit 3.3 By-laws of the Company (incorporated by reference to the
Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1996)
Exhibit 4.1 Specimen stock certificate of the Class B Common Stock (filed
herewith)
Exhibit 10.1 Amended and Restated Declaration of Trust of CSBI Capital Trust I
(incorporated by reference to the Company's Current Report on
Form 8-K/A filed with the Commission on July 11, 1997)
Exhibit 10.2 Indenture between the Company and Wilmington Trust Company, dated
as of July 15, 1997 (incorporated by reference to the Company's
Current Report on Form 8-K filed with the Commission on August 7,
1997)
Exhibit 10.3 Form of Junior Subordinated Debenture (incorporated by reference
to the Company's Registration Statement on Form S-4 (File no.
333-51179))
Exhibit 10.4 Form of Series A Capital Securities Guarantee (incorporated by
reference to the Company's Registration Statement on Form S-4
(File no. 333-51179))
Exhibit 10.5 Form of Subordinated Capital Income Security, Series A
(incorporated by reference to the Company's Registration
Statement on Form S-4 (File no. 333-51179))
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
ELDORADO BANCSHARES, INC.
By: /S/ CURT A. CHRISTIANSSEN
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Curt A. Christianssen,
Senior Vice President
Date: January 29, 1999
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EXHIBIT 4.1
ELDORADO BANCSHARES, INC.
NUMBER SHARES
ELB
COMMON STOCK COMMON STOCK
INCORPORATED UNDER THE LAWS SEE REVERSE FOR STATEMENTS
OF THE STATE OF DELAWARE RELATING TO RIGHTS, PREFERENCES,
PRIVILEGES AND RESTRICTIONS, IF ANY
CUSIP 28467W 10 6
THIS CERTIFICATE IS TRANSFERABLE IN NEW YORK, NY OR RIDGEFIELD PARK, NJ
This certifies that:
SPECIMEN
is the record holder of
FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, $.01 PAR VALUE OF
ELDORADO BANCSHARES, INC.
transferable on the books of the Corporation in person or by duly authorized
attorney on surrender of this certificate properly endorsed. This certificate
shall not be valid until countersigned and registered by the Transfer Agent
and Registrar.
WITNESS the facsimile seal of the Corporation and the signatures of its
duly authorized officers.
Dated:
ELDORADO BANCSHARES, INC.
INCORPORATED
MAY 10, 1955
DELAWARE
[SEAL]
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SECRETARY PRESIDENT
AUTHORIZED SIGNATURE
COUNTERSIGNED AND REGISTERED:
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
TRANSFER AGENT AND REGISTRAR
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A statement of the rights, preferences, privileges and restrictions
granted to or imposed upon the respective classes or series of shares and
upon the holders thereof as established, from time to time, by the Articles
of Incorporation of the Corporation and by any certificate of determination,
and the number of shares constituting each class and series and the
designations thereof, may be obtained by the holder hereof upon written
request and without charge from the Secretary of the Corporation at its
corporate headquarters.
Keep this certificate in a safe place. If it is lost, stolen or
destroyed, the Corporation will require a bond of indemnity as a condition to
the issuance of a replacement certificate.
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations.
TEN COM -- as tenants in common
TEN ENT -- as tenants by the entireties
JT TEN -- as joint tenants with right of
survivorship and not as tenants
in common
UNIF GIFT MIN ACT -- ...........Custodian..............
(Cust) (Minor)
under Uniform Gifts to Minors Act
..................................
(State)
UNIF TRF MIN ACT -- .......Custodian (until age........)
(Cust)
............under Uniform Transfers
(Minor)
to Minors Act......................
(State)
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED, hereby sell, assign and transfer unto
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PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
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(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OR ASSIGNEE)
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of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
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to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.
Dated
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NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST
CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE
FACE OF THE CERTIFICATE IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATEVER.
Signature(s) Guaranteed
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By
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THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE
GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS
AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP
IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM);
PURSUANT TO S.E.C. RULE 17Ad-15.
