<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________
FORM 8-K
__________
Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date of Report (date of earliest event reported): January 22, 1999
ELDORADO BANCSHARES, INC.
----------------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 2-76555 33-0720548
--------------------------- ---------------------- ------------
State or other jurisdiction Commission File Number IRS Employer
of incorporation Identification No.
24012 CALLE DE LA PLATA, SUITE 360
LAGUNA HILLS, CALIFORNIA 92653
----------------------------------------
(Address of principal executive offices)
(949) 699-4344
-------------------------------
(Registrant's telephone number,
including area code)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On January 22, 1999, Eldorado Bancshares, Inc. (the "Company") completed
the acquisition of Antelope Valley Bank ("AVB"), upon the merger of a
wholly-owned subsidiary of the Company with and into AVB. Headquartered in
Lancaster, California (located approximately 50 miles northeast of Los
Angeles), AVB operates eight full service branches. As of September 30,
1998, AVB had total assets of $204.6 million and deposits of $ 181.2 million.
In connection with the AVB Acquisition, the Company issued an aggregate
of approximately 2,781,600 shares of Class B Common Stock to the shareholders
of AVB based upon a fixed exchange ratio of 3.625 shares of Class B Common
Stock for each share of AVB common stock. The determination of the exchange
ratio was based upon arms length negotiation between the parties. The
acquisition is being treated as a pooling of interests for accounting
purposes.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of businesses acquired.
The financial statements of AVB are not yet available and has not
been filed herewith and shall be filed by amendment.
(b) Pro forma financial information.
The required pro forma financial information is not yet available and
has not been filed herewith and shall be filed by amendment.
(c) Exhibits.
Exhibit 2.1 Agreement and Plan of Merger dated September 16, 1998
by and between the Company and AVB (incorporated by
reference to the Company's Current Report on Form 8-K
filed with the Commission on September 22, 1998)
Exhibit 99.1 Press release dated January 25, 1999 announcing
completion of the Antelope Valley Bank merger.
<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.
ELDORADO BANCSHARES, INC.
By: /s/ Curt A. Christianssen
-------------------------
Curt A. Christianssen
Senior Vice President
Dated: January 29, 1999
<PAGE>
FOR IMMEDIATE RELEASE
January 25, 1999 Contact: Robert P. Keller, President & CEO
(800) 435-3672
ELDORADO BANCSHARES, INC. ACQUIRES ANTELOPE VALLEY BANK
Robert P. Keller, President and Chief Executive Officer of Eldorado
Bancshares, Inc. in Laguna Hills, California announced that Eldorado
Bancshares, Inc. has completed the acquisition of Antelope Valley Bank.
With the completion of the acquisition, Eldorado Bancshares, Inc. has total
assets in excess of $1.3 billion, based on December 31, 1998 financial
statements.
Mr. Keller stated "Eldorado Bancshares, Inc. is pleased about the
affiliation with Antelope Valley Bank. We believe the association will add
strength to both parties. Antelope Valley Bank will go forward as Antelope
Valley's leading locally managed commercial bank, retaining its local
identity, local board and management, and be able to call upon a larger
organization for additional support and expertise."
Pursuant to the terms of the agreement, each share of Antelope Valley
Bank stock will be exchanged for 3.625 shares of Eldorado Bancshares, Inc.
common stock. Mr. Keller will continue to serve as the Chief Executive
Officer of Eldorado Bancshares, Inc. and will become Chairman of Antelope
Valley Bank's Board of Directors. Jack Seefus will remain as President of
Antelope Valley Bank. Mr. Seefus, Clyde Golding, A.C. Warnack and William
Walsh will constitute the remaining members of the board. The transaction
will be
<PAGE>
accounted for as a pooling. At the closing of the transaction, Antelope Valley
Bank shareholders will own approximately 23% of the company's outstanding stock
on a pro forma basis.
Antelope Valley Bank had total assets of approximately $200 million at
December 31, 1998 and conducts its business from eight branch offices.
Antelope Valley Bank is Antelope Valley's premier commercial bank, offering
loan and deposit products to businesses and individuals throughout the area.
Eldorado Bancshares, Inc. had total assets of approximately $1.1 billion at
December 31, 1998 and it's sole operating subsidiary is Eldorado Bank of
Tustin, California. Eldorado Bank, one of California's leading community
banks, operates 17 full service branch offices serving Orange, Los Angeles,
Riverside, San Bernardino, Riverside and San Diego counties and the
Sacramento area. In addition, Eldorado Bank operates nine mortgage-banking
offices in the Western United States, as well as four equipment leasing
offices located nationally.
Eldorado Bancshares, Inc. has an application pending to list its common
stock on the Nasdaq National Market. The Company expects that its
application will be approved, and trading in its common stock will commence,
within the current quarter. The Company has reserved the ticker symbol
"ELBI".
For further information, please contact Robert Keller of Eldorado
Bancshares, Inc. at (800) 435-3672.
* * * * *
