-----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, AnpS2Ru/fVKG8q2k77gUKBK6M2m1bbmoZ2hjYv/B7mHkujclQ7ZE9fCRbThf0+Hq Oxd8Z6X2Khn1Gf/5Kx/19A== 0000912057-96-008426.txt : 19960625 0000912057-96-008426.hdr.sgml : 19960625 ACCESSION NUMBER: 0000912057-96-008426 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960419 ITEM INFORMATION: Other events FILED AS OF DATE: 19960508 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CAPITAL CORP OF THE WEST CENTRAL INDEX KEY: 0001004740 STANDARD INDUSTRIAL CLASSIFICATION: 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: 96557660 BUSINESS ADDRESS: STREET 1: 1160 W OLIVE AVE STREET 2: STE A CITY: MERCED STATE: CA ZIP: 95348 BUSINESS PHONE: 2097252200 MAIL ADDRESS: STREET 1: 1160 W OLIVE AVENUE STREET 2: SUITE A CITY: MERCED STATE: CA ZIP: 95348 8-K 1 8-K 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: January 30, 1996 EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER: Capital Corp of the West STATE OR OTHER JURISDICTION OF INCORPORATION: California COMMISSION FILE NUMBER: 0-27384 I.R.S. EMPLOYER IDENTIFICATION NUMBER: 77-0405791 ADDRESS OF PRINCIPAL EXECUTIVE OFFICE: 1160 West Olive Avenue, Suite A Merced, California ZIP CODE: 95348 REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (209) 725-2200 ITEM 5. OTHER EVENTS: See the attached press release, which is incorporated by reference. SIGNATURES 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: January 30, 1996 Capital Corp of the West By: /s/ Janey Boyce -------------------------------- Janey Boyce Vice President/Chief Financial Officer [LETTERHEAD] AVAILABLE FOR IMMEDIATE RELEASE January 16, 1996 Contact: Janey Boyce 209-725-2205 CAPITAL CORP OF THE WEST AND TOWN & COUNTRY FINANCE & THRIFT ENTER INTO ACQUISITION NEGOTIATIONS Capital Corp of the West (Capital Corp), the newly formed bank holding company for County Bank, and Town & Country Finance and Thrift (Town & Country) announced today that they have signed a letter of intent to pursue a proposed acquisition of all the outstanding common stock (Stock) of Town & Country by Capital Corp. The proposed transaction would result in Town & Country becoming a wholly owned subsidiary of Capital Corp. Town & Country would join County Bank as Capital Corp's second financial institution subsidiary. Town & Country would continue to operate under its current President, Mr. D. Dale Pinkney and staff and continue to offer its existing products and services. The proposed purchase price for the Stock to be paid by Capital Corp will be one and fifty-seven hundredths (1.57) times the tangible equity of Town & Country at the closing of the transaction. The parties will strive to close the transaction by June 30, 1996. The proposed purchase price will be a combination of cash and common stock of Capital Corp. The exchange of stock is expected to result in Town & Country owning approximately 20% of the common stock of Capital Corp and current shareholders of Capital Corp owning approximately 80% of the common stock of Capital Corp. The proposed acquisition is subject to numerous conditions such as a thorough due diligence review by both parties of the operations of the other party. Upon satisfactory completion of such reviews, a definitive agreement between parties which will define the final terms and conditions of the agreement would be prepared and signed. The transaction will also be subject to receipt of approvals by the shareholders of each company and regulatory agencies. Capital Corp is a federally chartered bank holding company which was established November 1, 1995. It is the parent company for County Bank, formed in 1977. Merced County's only locally owned and independently managed bank. County Bank currently has six branch offices in Merced, Atwater, Hilmar, Los Banos and Turlock and loan [LETTERHEAD] production offices in Sonora and Modesto. County Bank offers a full range of commercial and personal banking products and services. Capital Corp is now listed on NASDAQ national stock exchange with the ticker symbol of CCOW. As of December 31, 1995, Capital Corp reported assets on a consolidated basis totaling $209 million and year to date incomeof $335,000 or $.25 per share. These reported earnings include a one-time write-off of Capital Corp's remaining investment in real estate held by its real estate investment subsidiary. This write-off reduced after tax earnings by approximately $1.8 million. Earnings exclusive of this write-off were $2.1 million or $1.57 per share. Shareholders' equity totaled $15 million or $11.31 per share. Town & Country is a licensed California thrift and loan company which specializes in consumer loans and consumer financing. It has been in operation since 1957 and currently has three offices in Turlock, Visalia and Modesto. As of December 31, 1995, Town & Country total assets were $26 million and year to date earnings were $209,000 or $1.24 per share. Shareholders' equity totaled $3.6 million or $21.41 per share. In a joint statement, Tom Hawker, Chief Executive Officer for Capital Corp, and Dale Pinkney, President of Town & Country, said, "The union of Capital Corp and Town & Country should be advantageous to both companies. The larger foundation and growth of Capital Corp will in turn afford Town & Country growth opportunities. The distinctive product line of Town & Country will allow Capital Corp to expand the types of clients it currently serves and expand into new markets. This union is consistent with the strategic objectives of both companies." -###- -----END PRIVACY-ENHANCED MESSAGE-----