-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Do0RAdWr83c6bBEQQ6umPI7YFeuEzsqFXTJ668muSfjV7LgsKH/r+uICziFL3IKH jnRPQdT78Ca/AKlmtXVHag== 0000891092-04-005214.txt : 20041029 0000891092-04-005214.hdr.sgml : 20041029 20041028202914 ACCESSION NUMBER: 0000891092-04-005214 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20041028 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041029 DATE AS OF CHANGE: 20041028 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CAPITAL CORP OF THE WEST CENTRAL INDEX KEY: 0001004740 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 770405791 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-27384 FILM NUMBER: 041104043 BUSINESS ADDRESS: STREET 1: 550 W MAIN STREET CITY: MERCED STATE: CA ZIP: 95340 BUSINESS PHONE: 2097252200 MAIL ADDRESS: STREET 1: 550 W MAIN STREET CITY: MERCED STATE: CA ZIP: 95340 8-K 1 e19527_8k.txt FORM 8-K ================================================================================ UNITED STATES 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): October 28, 2004 Capital Corp of the West (Exact name of registrant as specified in its charter) California 0-27384 77-0147763 ---------- ------- ---------- (State or other jurisdiction of (Commission File No.) (IRS Employer incorporation) Identification Number) 550 West Main Street Merced, California 95340 ------------------ ----- (Address of principal executive offices) (Zip Code) (209) 725-2200 -------------- (Registrant's telephone number, including area code) N/A --- (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ================================================================================ Item 8.01. Other Events The press release attached to this report as exhibit 99.1 is incorporated herein by reference. Exhibit 99.2 attached to this report is also incorporated herein by reference. Item 9.01. Financial Statements and Exhibits (c) Exhibits: The exhibit list called for by this item is incorporated by reference to the Exhibit Index filed as part of this report. 3 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. Dated: October 28, 2004 CAPITAL CORP OF THE WEST By: s/ David A. Curtis ----------------------------- David A. Curtis Vice President and Controller (Duly Authorized Officer) 4 Exhibit Index - -------------------------------------------------------------------------------- Exhibit Number Description - ------ ----------- - -------------------------------------------------------------------------------- 99.1 Press release of the registrant dated October 28, 2004 - -------------------------------------------------------------------------------- 99.2 Written agreement by and between Capital Corp of the West and the Federal Reserve Bank of San Francisco dated October 26, 2004 - -------------------------------------------------------------------------------- 5 EX-99.1 2 e19527ex99-1.txt PRESS RELEASE Exhibit 99.1 County Bank Enters Into a Written Agreement With the Federal Reserve Bank of San Francisco MERCED, Calif., Oct. 28 /PRNewswire-FirstCall/ -- County Bank (the Bank) is the wholly-owned banking subsidiary of Capital Corp of the West (Nasdaq: CCOW). CCOW and the Bank are subject to regulation, supervision, and examination by the Federal Reserve Bank of San Francisco (FRBSF). On October 26, 2004, the Bank entered into a written agreement (the Agreement) with the FRBSF relating to certain deficiencies identified by the FRB with respect to the Bank's compliance with the Bank Secrecy Act ("BSA") and other applicable laws and regulations relating to anti-money laundering ("AML"). Capital Corp of the West will file a Form 8-K containing the Bank's Agreement with the FRBSF. The banking industry, including the Bank, is subject to significantly increased regulatory scrutiny and enforcement regarding BSA matters. Under the Agreement, the Bank will, among other actions to be taken, (i) develop a written program designed to improve the Bank's system of internal controls to ensure compliance with applicable provisions of the BSA; (ii) develop an enhanced written customer due diligence program designed to reasonably ensure the identification and reporting of all known or suspected violations of law and suspicious transactions against or involving the Bank; (iii) establish enhanced written policies and procedures designed to strengthen the Bank's internal controls and audit program, and (iv) submit quarterly progress reports to the FRBSF detailing actions taken to secure compliance with the Agreement. The Bank has already made significant progress in addressing the deficiencies identified by the FRBSF. The compliance effort will entail certain additional expenditures. In addition, while the Agreement is in place, its effect may be to limit the Bank's ability to engage in certain expansionary activity. Neither of these effects is expected to have a material adverse impact on the financial condition nor results of operations of the Bank or the Company. Safe Harbor This press release includes forward-looking statements that involve risks and uncertainties which may affect the Company's future results. Forward-looking statements often include the words "believe," "expect," "anticipate," "intend," "plan," "estimate," "project," or words of similar meaning, or future or conditional verbs such as "will," "would," "should," "could," or "may." In addition to historical information, this release includes certain forward-looking statements regarding events and trends, which may affect the Company's future results. Such statements are subject to risks and uncertainties that could cause the Company's actual results to differ materially. These factors include general risks inherent to commercial lending; risks related to asset quality; risks related to the Company's dependence on key personnel and its ability to manage existing and future growth; risks related to competition; risks posed by present and future government regulation and legislation; and risks resulting from federal monetary policy. A complete description of risk factors is discussed in the Company's public filings with the Securities and Exchange Commission including its Annual Report on Form 10-K, its Quarterly Reports on Form 10-Q and its Current Reports on Form 8-K which are available online at http://www.sec.gov . All forward-looking statements included in this press release are based on information available at the time of the release, and the Company assumes no obligation to update any forward-looking statement. Reference Information Capital Corp. of the West, a bank holding company established November 1, 1995, is the parent company of County Bank, with more than 27 years of service as "Central California's Community Bank." Currently County Bank has twenty branch offices serving the communities of Fresno, Madera, Mariposa, Merced, Stanislaus, San Francisco, Stockton and Tuolumne counties. As of the latest FDIC data, County Bank has 6.5% market share of the six counties in which it has retail branches. This ranks County Bank fifth out of thirty-nine financial institutions in these counties. For further information about the Company's financial performance, contact Tom Hawker, President & Chief Executive Officer at 209-725-2276, or R. Dale McKinney Chief Financial Officer, at 209-725-7435. SOURCE County Bank -0- 10/28/2004 /CONTACT: Thomas T. Hawker, President/Chief Executive Officer, +1-209-725-2276, or R. Dale McKinney, EVP/Chief Financial Office, +1-209-725-7435, both of Capital Corp of the West/ /Web site: http://www.ccow.com / (CCOW) CO: County Bank; Capital Corp of the West; Federal Reserve Bank of San Francisco ST: California IN: FIN SU: CON EX-99.2 3 e19527ex99-2.txt PRESS RELEASE Exhibit 99.2 UNITED STATES OF AMERICA BEFORE THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM WASHINGTON, D.C. - -------------------------------------------- ) Written Agreement by and between ) ) COUNTY BANK ) Merced, California ) Docket No. 04-025-WA/RB-SM ) and ) ) FEDERAL RESERVE BANK OF ) SAN FRANCISCO ) San Francisco, California ) ) - -------------------------------------------- WHEREAS, County Bank, Merced, California (the "Bank"), a state chartered bank that is a member of the Federal Reserve System, is taking steps to address deficiencies identified by the Federal Reserve Bank of San Francisco (the "Reserve Bank") relating to compliance with applicable federal laws, rules, and regulations relating to anti-money laundering ("AML") policies and procedures, including the Currency and Foreign Transactions Reporting Act, 31 U.S.C. 5311 et seq. (the Bank Secrecy Act (the "BSA")); the rules and regulations issued thereunder by the U.S. Department of the Treasury (31 C.F.R. Part 103); and the AML provisions of Regulation H (12 C.F.R. 208.62 and 208.63) of the Board of Governors of the Federal Reserve System (the "Board of Governors"); WHEREAS, in furtherance of their common goal to ensure that the Bank continues to address identified deficiencies, the Bank and the Reserve Bank have mutually agreed to enter into this Written Agreement (the "Agreement"); and WHEREAS, on __________________________, 2004, the Bank's board of directors, at a duly constituted meeting, adopted a resolution authorizing and directing 6 ______________________________ to enter into this Agreement on behalf of the Bank, and consenting to compliance by the Bank and its institution-affiliated parties, as defined in section 3(u) of the Federal Deposit Insurance Act, as amended (the "FDI Act") (12 U.S.C. 1813(u)), with each and every provision of this Agreement. NOW, THEREFORE, the Bank and the Reserve Bank agree as follows: Bank Secrecy Act and Regulation H Compliance 1. Within 60 days of this Agreement, the Bank shall submit to the Reserve Bank an acceptable written program designed to improve the Bank's system of internal controls to ensure compliance with all applicable provisions of the BSA and the rules and regulations issued thereunder, as required by section 208.63 of Regulation H of the Board of Governors (12 C.F.R. 208.63). The program shall include procedures to identify and incorporate, on an ongoing basis, the requirements of any amendments to the BSA or the rules and regulations issued thereunder. The program, at a minimum, shall provide for: (a) Adequate internal controls to ensure compliance with the BSA and the rules and regulations issued thereunder, including but not limited to: (i) the recordkeeping and reporting requirements for currency transactions over $10,000 (31 C.F.R. 103.22), including information systems adequate to ensure accurate and timely form completion and a system capable of aggregating multiple cash transactions for appropriate business periods and across business lines and products and identifying any cash transactions, including deposits, withdrawals, exchanges, funds transfers, and purchase of monetary instruments, that may have been structured to avoid currency transaction reporting requirements; and (ii) currency transaction reporting exemption procedures (31 C.F.R. 103.22); and (b) independent review of compliance with the BSA and the rules and regulations issued thereunder and procedures to ensure that compliance audits are comprehensive 2 and commensurate with the institution's size and risk profile, including but not limited to testing of the automated large currency transaction identification system. 2. The Bank shall take steps to dedicate adequate resources to maintain an effective BSA compliance program which is commensurate with the institution's size and risk profile. Suspicious Activity and Customer Due Diligence 3. Within 60 days of this Agreement, the Bank shall submit to the Reserve Bank an acceptable enhanced written customer due diligence program designed to reasonably ensure the identification and timely, accurate, and complete reporting of all known or suspected violations of law and suspicious transactions against or involving the Bank to law enforcement and supervisory authorities, as required by the suspicious activity reporting provisions of Regulation H of the Board of Governors (12 C.F.R. 208.62). At a minimum, the program shall include: (a) A risk-focused assessment of the Bank's customer base to: (i) identify and document the categories of customers whose transactions and banking activities are routine and usual; and (ii) determine the appropriate level of enhanced due diligence necessary for those categories of customers that the Bank has reason to believe pose a heightened risk of illicit activities at or through the Bank; and (b) for those customers whose transactions require enhanced due diligence, additional procedures to: (i) determine the appropriate documentation necessary to confirm the business activities of the customer; and (ii) understand the normal and expected transactions of the customer; and 3 (c) procedures designed to ensure proper identification and reporting of all known or suspected violations of law and suspicious transactions, including but not limited to appropriate account and transaction monitoring and risk assessments. Audit and Internal Controls 4. Within 60 days of this Agreement, the Bank shall submit to the Reserve Bank acceptable enhanced written policies and procedures designed to strengthen the Bank's internal controls and audit program. The policies and procedures, at a minimum, shall provide for corrective steps to address criticisms set forth in the Report of Examination for the examination that started on May 17, 2004, including, but not limited to: (a) The timely resolution of audit and examination findings and specific policies and procedures for addressing unresolved findings, including escalating issues to senior management; (b) strengthened board oversight of the outsourced audit function consistent with the Interagency Policy Statement on the Internal Audit Function and Its Outsourcing, issued March 17, 2003; (c) a formal, written audit policy designed to provide appropriate and consistent guidance for the internal audit function; (d) enhanced internal controls to improve the monitoring of operations, including but not limited to formal procedures for the use and reconcilement of suspense and bank controlled accounts; and (e) a requirement that the policies and procedures be reviewed at least annually. 4 Approval of Programs and Plan 5. The written programs, policies, and procedures required by paragraphs 1, 3, and 4 of this Agreement shall be submitted to the Reserve Bank for review and approval. Acceptable programs, policies, and procedures shall be submitted within the time periods set forth in this Agreement. The Bank shall adopt the approved programs, policies, and procedures within 10 days of approval by the Reserve Bank and then shall fully comply with them. During the term of this Agreement, the Bank shall not amend or rescind the approved programs, policies, or procedures without the prior written approval of the Reserve Bank. 6. Within 30 days after the end of each calendar quarter (December 31, March 31, June 30, and September 30) following the date of this Agreement, the board of directors of the Bank shall submit to the Reserve Bank written progress reports detailing the form and manner of all actions taken to secure compliance with this Agreement and the results thereof. Such reports may be discontinued when the corrections required by this Agreement have been accomplished and the Reserve Bank has, in writing, released the Bank from making further reports. Communications 7. All communications regarding this Agreement shall be sent to: (a) Mr. Philip Ryan Director, Banking Applications and Enforcement Federal Reserve Bank of San Francisco 101 Market Street, Mail Stop 615 San Francisco, California 94105 (b) Mr. Thomas T. Hawker President and Chief Executive Officer County Bank 550 West Main Street Merced, California 95340 5 Miscellaneous 8. Notwithstanding any provision of this Agreement to the contrary, the Reserve Bank may, in its sole discretion, grant written extensions of time to the Bank to comply with any provision of this Agreement. 9. The provisions of this Agreement shall be binding upon the Bank and all of its institution-affiliated parties, in their capacities as such, and their successors and assigns. 10. Each provision of this Agreement shall remain effective and enforceable until stayed, modified, terminated or suspended by the Reserve Bank. 11. The provisions of this Agreement shall not bar, estop or otherwise prevent the Board of Governors, the Reserve Bank, or any other federal or state agency from taking any other action affecting the Bank or any of its current or former institution-affiliated parties and their successors and assigns. 12. This Agreement is a "written agreement" for the purposes of, and is enforceable by the Board of Governors as an order issued under, section 8 of the FDI Act (12 U.S.C. 1818). IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the ____ day of ___________________, 2004. County Bank Federal Reserve Bank of San Francisco By: _________________________________ By: _________________________________ Thomas T. Hawker Philip Ryan President and CEO Director, Banking Applications and Enforcement 6 -----END PRIVACY-ENHANCED MESSAGE-----