<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 9, 1998
REGISTRATION NO. 333-63841
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- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-4
AMENDMENT NO. 2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
AMERICORP
---------------
<TABLE>
<S> <C> <C>
CALIFORNIA 6712 77-0164985
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of Classification Code) Identification
incorporation or organization) No.)
</TABLE>
304 E. MAIN STREET VENTURA, CALIFORNIA, 93001
(805) 658-6633
(Address, including zip code and telephone number, including
area code, of registrant's principal office)
GERALD J. LUKIEWSKI
CHIEF EXECUTIVE OFFICER
304 E. MAIN STREET
VENTURA, CALIFORNIA, 93001
(805) 658-6633
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
------------------------
COPIES TO:
JOHN F. STUART, ESQ. LOREN P. HANSEN, ESQ.
Reitner & Stuart Knecht & Hansen
1730 K Street, N.W., Suite 1100 1301 Dove Street, Suite 900
Washington, D.C. 20006 Newport Beach, CA 92660
(202) 466-2818 (714) 851-8070
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
------------------------
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. / /
------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED PER UNIT* OFFERING PRICE* REGISTRATION FEE
<S> <C> <C> <C> <C>
Common Stock, $1.00 par value........ 420,000 shares $23.50 $9,870,000 $2,912
</TABLE>
* Estimated solely for the purposes of calculating the registration fee and
calculated pursuant to Rule 457 (f) (1) and based on the average of the bid
and asked price.
------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS
CALIFORNIA LEGISLATION
Americorp and its subsidiary, ACB, are subject to the California General
Corporation Law (the "CGCL"), which provides a detailed statutory framework
covering indemnification of any officer or other agent of a corporation who is
made or threatened to be made a party to any legal proceeding by reason of his
or her services on behalf of such corporation.
With respect to indemnification, the CGCL provides that to the extent any
officer, director or other agent of a corporation is successful "on the merits"
in defense of any legal proceeding to which such person is a party or is
threatened to be made a party by reason of his or her service on behalf of such
corporation or in defense of any claim, issue, or matter therein, such agent
shall be indemnified against expenses actually and reasonably incurred by the
agent in connection therewith, but does not require indemnification in any other
circumstance. The CGCL also provides that a corporation may indemnify any agent
of the corporation, including officers and directors, against expenses,
judgments, fines, settlements and other amounts actually and reasonably incurred
in a third party proceeding against such person by reason of his or her services
on behalf of the corporation, provided the person acted in good faith and in a
manner he or she reasonably believed to be in the best interests of such
corporation. The CGCL further provides that in derivative suites a corporation
may indemnify such a person against expenses incurred in such a proceeding,
provided such person acted in good faith and in a manner he or she reasonably
believed to be in the best interests of the corporation and its shareholders.
Indemnification is not available in derivative actions (i) for amounts paid or
expenses incurred in connection with a matter that is settled or otherwise
disposed of without court approval or (ii) with respect to matters for which the
agent shall have been adjudged to be liable to the corporation unless the court
shall determine that such person is entitled to indemnification.
The CGCL permits the advancing of expenses incurred in defending any
proceeding against a corporate agent by reason of his or her service on behalf
of the corporation upon the giving of a promise to repay any such sums in the
event it is later determined that such person is not entitled to be indemnified.
Finally, the CGCL provides that the indemnification provided by the statute is
not exclusive of other rights to which those seeking indemnification may be
entitled, by bylaw, agreement or otherwise, to the extent additional rights are
authorized in a corporation's articles of incorporation. The law further permits
a corporation to procure insurance on behalf of its directors, officers and
agents against any liability incurred by any such individual, even if a
corporation would not otherwise have the power under applicable law to indemnify
the director, officer or agent for such expenses.
The Bylaws of Americorp and ACB contain provisions substantial identical to
the provisions of the CGCL.
DIRECTORS' AND OFFICERS' LIABILITY INSURANCE
Americorp presently maintains a policy of directors' and officers' liability
insurance.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT
- ----------- ---------------------------------------------------------------------------------------------------------
<C> <S>
2.1 Agreement to Merge and Plan of Reorganization, dated July 7, 1998, and amended on September 17,
1998--Appendix A of Joint Proxy Statement/Prospectus
</TABLE>
II-1
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT
- ----------- ---------------------------------------------------------------------------------------------------------
<C> <S>
3.1 Articles of Incorporation of Americorp*
3.2 Bylaws of Americorp, as amended*
4.1 Specimen Share Certificate for Common Stock*
5.1 Opinion of Reitner & Stuart*
8.1 Tax Opinion of Vavrinek, Trine, Day & Co., LLP
10.1 Employment Agreement of Gerald J. Lukiewski*
10.2 1994 Stock Option Plan*
10.3 1998 Stock Option Plan--Appendix E of Joint Proxy Statement/Prospectus
10.4 ACB 401K Profit Sharing Plan*
10.5 Restated and Amended Senior Executives' Retirement Plan*
10.6 Restated and Amended Chief Executive Officer Retirement Plan*
10.7 Restated and Amended Directors Retirement Plan*
10.8 Data processing Agreement with Electronic Data Systems Corp.*
10.9 Findley Fairness Opinion--Appendix B of Joint Proxy Statement/Prospectus
10.10 Cal.Research Fairness Opinion--Appendix C of Joint Proxy Statement/Prospectus
21.1 Subsidiary of Americorp--American Commercial Bank is the only subsidiary of Americorp*
23.1 Consent of Findley*
23.2 Consent of Cal.Research (included in Appendix C)*
23.3 Consent of Vavrinek, Trine, Day & Co., LLP*
23.4 Consent of Fanning & Karrh*
23.5 Consent of Reitner & Stuart (included in Exhibit 5.1)*
23.6 Consent of Persons about to Become Directors*
27 Financial Data Schedule*
99.1 Americorp--form of proxy*
99.2 CIB--form of proxy*
</TABLE>
- ------------------------
* previously filed
(b) FINANCIAL STATEMENT SCHEDULES
All schedules are omitted because the required information is not applicable
or is included in the financial statements of Americorp and the related notes.
(c) NOT APPLICABLE.
ITEM 22. UNDERTAKINGS.
1. The undersigned registrant hereby undertake to file, during any period
in which offers or sales are being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in
II-2
<PAGE>
the aggregate, represent a fundamental change in the information set forth
in the registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do
not apply if the registration statement is on Form S-3, Form S-8 or Form F-3,
and the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
2. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
3. The undersigned registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the Registration Statement when it became effective.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Americorp has
duly caused this Amendment No. 2 to the Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Ventura, State of California on November 9, 1998.
<TABLE>
<S> <C> <C>
AMERICORP
By: /s/ GERALD J. LUKIEWSKI
-----------------------------------------
Gerald J. Lukiewski
PRESIDENT AND CHIEF EXECUTIVE OFFICER
By: /s/ KEITH SCIARILLO
-----------------------------------------
Keith Sciarillo
CHIEF FINANCIAL OFFICER
(PRINCIPAL ACCOUNTING OFFICER)
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 2 to the Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
DATED:
-------------------
<C> <S> <C>
/s/ ALLEN W. JUE
- ------------------------------ Chairman of the Board of November 9, 1998
Allen W. Jue Directors
/s/ LINCOLN E. CRYNE
- ------------------------------ Director November 9, 1998
Lincoln E. Cryne
/s/ ROBERT J. LAGOMARSINO
- ------------------------------ Director November 9, 1998
Robert J. Lagomarsino
/s/ E. THOMAS MARTIN
- ------------------------------ Director November 9, 1998
E. Thomas Martin
/s/ HARRY L. MAYNARD
- ------------------------------ Director November 9, 1998
Harry L. Maynard
/s/ CATHERINE S. WOOD
- ------------------------------ Director November 9, 1998
Catherine S. Wood
</TABLE>
II-4
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT PAGE NO.
- ------------- ------------------------------------------------------------------------------------------- -------------
<C> <S> <C>
2.1 Agreement to Merge and Plan of Reorganization, dated July 7, 1998, and amended on September
17, 1998--Appendix A of Joint Proxy Statement/ Prospectus
3.1 Articles of Incorporation of Americorp*
3.2 Bylaws of Americorp, as amended*
4.1 Specimen Share Certificate for Common Stock*
5.1 Opinion of Reitner & Stuart*
8.1 Tax Opinion of Vavrinek, Trine, Day & Co., LLP
10.1 Employment Agreement of Gerald J. Lukiewski*
10.2 1994 Stock Option Plan*
10.3 1998 Stock Option Plan--Appendix E of Joint Proxy Statement/Prospectus
10.4 ACB 401K Profit Sharing Plan*
10.5 Restated and Amended Senior Executives' Retirement Plan*
10.6 Restated and Amended Chief Executive Officer Retirement Plan*
10.7 Restated and Amended Directors Retirement Plan*
10.8 Data processing Agreement with Electronic Data Systems Corp.*
10.9 Findley Fairness Opinion--Appendix B of Joint Proxy Statement/Prospectus
10.10 Cal.Research Fairness Opinion--Appendix C of Joint Proxy Statement/Prospectus
21.1 Subsidiary of Americorp--American Commercial Bank is the only subsidiary of Americorp*
23.1 Consent of Findley*
23.2 Consent of Cal.Research (included in Appendix C)*
23.3 Consent of Vavrinek, Trine, Day & Co., LLP*
23.4 Consent of Fanning & Karrh*
23.5 Consent of Reitner & Stuart (included in Exhibit 5.1)*
23.6 Consent of Persons about to Become Directors*
27 Financial Data Schedule*
99.1 Americorp--form of proxy*
99.2 CIB--form of proxy*
</TABLE>
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* previously filed
<PAGE>
EXHIBIT 8.1
November 9, 1998
Channel Islands Bank
155 South A Street
Oxnard, CA 93032-0829
Gentlemen:
You have requested our opinion regarding certain federal income tax
consequences of the proposed merger of Channel Islands Bank ("Target") with and
into American Commercial Bank ("Sub").
FACTS
Americorp, a corporation organized in California ("Parent"), is the parent
corporation of American Commercial Bank ("Sub"), also a California corporation
through which Parent engages in the business of general commercial banking.
Parent does not directly engage in the business of general commercial banking
but instead does so indirectly as the holding company for Sub. Neither Parent
nor any person related to Parent owns, or immediately prior to the merger will
own, any stock of Target.
Target is a California corporation. Target engages in the business of general
commercial banking.
The terms of the proposed merger (the "Merger") are contained in the Agreement
to Merge and Plan of Reorganization dated as of July 7, 1998 and amended on
September 17,1998 (the "Merger Agreement").
Terms not otherwise defined in this letter shall have the meanings assigned to
them in the Merger Agreement.
You have directed us to assume in preparing this opinion that (1) the Merger
will be consummated in accordance with the terms, conditions and other
provisions of the Merger Agreement, and (2) all of the factual information,
descriptions, representations and assumptions set forth in this letter, in the
Merger Agreement, in the letters to us from Parent dated September 1, 1998, and
from Target dated September 1, 1998 (the "Letters"), and in the Proxy
Statement/Prospectus anticipated to be dated November 10, 1998, and mailed to
Target
<PAGE>
shareholders in connection with the special meeting of shareholders to
approve the Merger, are accurate and complete and will be accurate and complete
at the time the Merger becomes effective (the "Effective Date"). We have not
independently verified any factual matters relating to the Merger with or apart
from our preparation of this opinion and, accordingly, our opinion does not
take into account any matters not set forth herein which might have been
disclosed by independent verification.
The Merger Agreement provides that Target will in accordance with the Exchange
Ratio set forth in the Merger Agreement be merged with and into Sub in
accordance with the applicable provisions of the General Corporation Law of the
State of California and the California Financial Code. The Merger must be
approved as required by law by the Target shareholders at a special meeting to
be held on December 8, 1998.
On the Effective Date, all assets and liabilities of Target will be transferred
by operation of law to Sub; the separate corporate existence of Target will
cease, and, except as provided below, each share of Target Common Stock then
outstanding will be converted into .7000 share of Parent Common Stock. In the
event Parent changes (or establishes a record date for changing) the number of
shares of Parent Common Stock issued and outstanding prior to the Effective
Date as a result of a stock split, stock dividend, recapitalization or similar
transaction with respect to the outstanding Parent Common Stock and the record
date therefor shall be prior to the Effective Date, the Exchange Ratio shall be
proportionately adjusted.
No fractional shares of Parent Common Stock will be issued in the Merger. Each
holder of Target Common Stock, who otherwise would be entitled to receive a
fraction of a share of Parent Common Stock, will receive instead, cash equal to
such fraction multiplied by the Parent's book value per share. Except for cash
paid to dissenters and cash exchanged in lieu of issuing fractional shares of
Parent Common Stock, no cash will be exchanged for shares of Target Common
Stock or shares of Parent Common Stock pursuant to the Merger.
On the Effective Date, Target's obligations with respect to stock options,
shall be assumed by Parent for (i) each and every officer and employee of
Target who shall continue as an officer and employee of Sub and (ii) each
director of Target. Each outstanding option, shall become the right to receive,
upon payment of the exercise price, that number of shares of Parent Common
Stock equal to the product of the Exchange Ratio and the number of shares of
Target Common Stock covered by the option.
Except for the options issued pursuant to above, no options to purchase Target
Common Stock and no securities or other instruments convertible into Target
Common Stock will be outstanding on the Effective Date.
We have also relied with your permission on the following additional
representations and/or assumptions:
1. The fair market value of the Parent Common Stock and other
consideration received by each Target shareholder will be
approximately equal to the fair market value of the Target Common
Stock surrendered in the exchange.
<PAGE>
2. Target has not (and, as of the Effective Date, will not have)
redeemed, and no person related to Target has (or, as of the
Effective Date, will have) acquired, any stock of Target (1) within
one year prior to the Effective Date, or, (2) as part of a plan which
includes the Merger.
3. Parent has no plan or intention to reacquire, and no person related
to Parent has any intention to acquire, any of the Parent Common
Stock to be issued in the Merger.
4. Except as provided in the next sentence, Parent, Target and the
shareholders of Target will pay their respective expenses, if any,
incurred in connection with the Merger. Sub will pay or assume only
those expenses of Target that are solely and directly related to the
Merger.
5. There is no intercorporate indebtedness existing between Sub and
Target that was issued, acquired or will be settled at a discount.
6. No two parties to the Merger are investment companies.
7. Target is not under the jurisdiction of a court in a title 11 or
similar case.
8. The fair market value of the assets of Target transferred to Sub will
equal or exceed the sum of the liabilities assumed by Sub plus the
amount of liabilities, if any, to which the transferred assets are
subject.
9. Except as described in the Proxy Statement/Prospectus, no dividends
or distributions, other than regular or normal dividends or
distributions, will be made with respect to any Target stock prior to
the Merger. After the Merger, no dividends or distributions will be
made to the former Target shareholders by Parent, other than regular
or normal dividend distributions made with regard to all shares of
Parent Common Stock.
10. None of the compensation received by any shareholder-employees of
Target will be separate consideration for, or allocable to, any of
their shares of Target Common Stock. The compensation paid to any
shareholder-employees of Target will be for services actually
rendered and will be commensurate with amounts paid to third parties
bargaining at arm's length for similar services. None of the Parent
Common Stock received by any shareholder-employee of Target will be
in exchange for, or in consideration of, services rendered to Sub,
Target or any other entity by such shareholder-employee.
11. The payment of cash in lieu of fractional shares of Parent Common
Stock is solely for the purpose of avoiding the expense and
inconvenience to Parent of issuing fractional
<PAGE>
shares and does not represent separately bargained-for consideration.
In addition, this cash payment will not be made pro rata either to all
Target shareholders or to all Target and Parent shareholders. The total
cash consideration that will be paid in the Merger to Target
shareholders in lieu of issuing fractional shares of Parent Common
Stock will not exceed one percent of the total consideration that will
be issued in the Merger to the Target shareholders in exchange for
their shares of Target Common Stock. The fractional share interests
of each Target shareholder will be aggregated, and no Target
shareholder will receive cash in an amount equal to or greater than
the value of one full share of Parent Common Stock.
12. The Target shareholders that will receive cash in lieu of fractional
shares of Parent Common Stock will not have control of Parent.
13. The Merger is being effected for bona fide business reasons as
described in the Proxy Statement/Prospectus.
14. Prior to the Merger, Target will not sell or otherwise dispose of any
of its assets, except for dispositions made in the ordinary course of
business or transfers.
15. Sub has no plan or intention to sell or otherwise dispose of any of
the assets of Target to be acquired in the Merger, except for
dispositions made in the ordinary course of business or transfers.
16. Prior to the Merger, Target will continue its historic businesses and
will use a significant portion of its historic assets in those
businesses.
17. Following the Merger, Sub will continue the historic business of
Target and will use a significant portion of Target's historic
business assets in a business.
OPINION
Assuming that the Merger is consummated in accordance with the terms and
conditions set forth in the Merger Agreement and based on the facts set forth
in the Proxy Statement/Prospectus, the Letters, and this letter (including all
assumptions and representations), it is our opinion that for federal income tax
purposes:
1. The Merger will constitute a "reorganization" within the meaning of
section 368(a), Parent, Sub and Target will each be a party to the
reorganization within the meaning of Section 368 (b) of the Code.
2. Neither Parent nor Sub will recognize gain or loss as a result of the
Merger.
3. Target will not recognize gain or loss as a result of the Merger.
4. To the extent Target Common Stock is exchanged in the Merger for
Parent Common
<PAGE>
Stock, no gain or loss will be recognized by the shareholders of
Target. The exchange of Parent or Target Stock for cash pursuant
to the exercise of dissenters' rights will be a taxable
transaction.
5. The tax basis of the assets in Sub after the Merger will be the same
as the tax basis of assets held by Target and Sub immediately before
the Merger.
6. The holding period for the shares of Parent Common Stock received by
each shareholder of Target will include the holding period for the
shares of Target Common of such shareholder exchanged in the Merger.
7. The tax basis of the shares of Parent Common Stock received by each
shareholder of Target will equal the tax basis of such shareholder's
shares of Target Common Stock (reduced by any amount allocable to
fractional share interests for which cash is received) exchanged in
the Merger.
8. The payment of cash to shareholders of Target in lieu of fractional
share of interest of Parent will be treated as if the fractional
shares were distributed as part of the exchange and then redeemed by
Parent. These cash payments will be treated as having been received
as a distribution in redemption of that fractional share interest
subject to the conditions and limitations of Section 302 of the Code.
If a fractional share of Parent would constitute a capital asset in
the hands of a redeeming shareholder, any resulting gain or loss will
be characterized as a capital gain or loss in accordance with the
provisions and limitations of Subchapter P of Chapter 1 of the Code.
9. No gain or loss will be recognized for federal income tax purposes by
the holders of outstanding stock options granted under Target's stock
option plan as a result of the granting of substitute options granted
pursuant to Parent's stock option plan.
10. The granting of any substitute stock option to a holder of a Target
stock option will not be deemed a modification of an incentive stock
option.
Our opinion is limited to the foregoing federal income tax consequences of the
Merger, which are the only matters as to which you have requested our opinion,
and you must judge whether the matters addressed herein are sufficient for your
purposes. We do not address any other federal income tax consequences of the
Merger or other matters of federal law and have not considered matters
(including state or local tax consequences) arising under the laws of any
jurisdiction other than matters of federal law arising under the laws of the
United States.
Our opinion is based on the understanding that the relevant facts are, and will
be on the Effective Date, as set forth in this letter. If this understanding is
incorrect or incomplete in any respect, our opinion could be affected. Our
opinion is also based on the Code, Treasury Regulations, case law, and Internal
Revenue Service rulings as they now exist. These authorities are all subject to
change and such change may be made with retroactive effect. We can give no
assurance that after any such change, our opinion would not be different.
We undertake no responsibility to update or supplement our opinion.
<PAGE>
/s/ Vavrinek, Trine, Day & Co., LLP
Vavrinek, Trine, Day & Co., LLP
Rancho Cucamonga, California
