-----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, VpE5G3aNlYRJHdE5faf0KirjYkbVFzK0dwD0FgsCT/34lxAuFkii7iYoFPK7ooaY 7y6JxL2RVlcFQFHaIdDhqg== 0001104659-04-021673.txt : 20040730 0001104659-04-021673.hdr.sgml : 20040730 20040730135418 ACCESSION NUMBER: 0001104659-04-021673 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20031231 FILED AS OF DATE: 20040730 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: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-27384 FILM NUMBER: 04941728 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 11-K 1 a04-8493_211k.htm 11-K

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 11-K

 

ý

Annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934

 

for the fiscal year ended December 31, 2003

 

 

or

 

o

Transition report pursuant to Section 15(d) of the Securities Exchange Act of 1934

 

for the transition period from                         to                         

 

Commission File Number: 0-27384

 

 

A.

 

Full title of the plan and the address of the plan, if different from that of the issuer named below:

 

 

 

Capital Corp of the West

 

 

 

Stock Bonus Employee Stock Ownership Plan

 

 

 

B.

 

Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

 

CAPITAL CORP OF THE WEST

(Exact name of registrant as specified in its charter)

 

550 West Main, Merced, CA  95340

(Address of principal executive offices)

 

Registrant’s telephone number, including area code:    (209) 725-2200

 

Former name, former address and former fiscal year, if changed since last report:  Not applicable

 

 



 

TABLE OF CONTENTS

 

 

PAGE

 

 

Consent of Independent Accountants

 

 

 

Independent Auditors’ Report

 

 

 

Financial Statements

 

 

 

Statement of Net Assets Available for Benefits

2

 

 

Statement of Changes in Net Assets Available for Benefits with Fund Information

3

 

 

Notes to Financial Statements

5-7

 

 

Supplementary Information

 

 

 

Schedule H, PART IV – Form 5500, 2002 - Schedule of Assets Held for Investment Purposes

9

 

 

Officer Signatures

10

 



 

July 15, 2004

 

CONSENT OF INDEPENDENT ACCOUNTANTS

 

We consent to the incorporation by reference in the Registration Statement of Capital Corp of the West, Inc. on Form S-8 of our report dated July 15, 2004, with respect to the financial statements and schedules of the Capital Corp of the West, Inc. Stock Bonus Employee Stock Ownership Plan and 401(k) Plan included in the annual report for the plan for the plan years ended December 31, 2003 and 2002, as filed on Form 11-K with the Securities and Exchange Commission.  We also consent to the use of our name on our report, dated July 15, 2004, with respect to the financial statements and schedules of the Capital Corp of the West, Inc. Stock Bonus Employee Stock Ownership Plan and 401(k) Plan for the years ended December 31, 2003 and 2002, included in the Annual Report on Form 11-K which is filed electronically with the Securities and Exchange Commission.

 

 

Cassabon, McIlhatton & Associates, LLP

 

Certified Public Accountants

 



 

July 15, 2004

 

To The Trustees of

Capital Corp of the West

Employee Stock Ownership Plan

 

Independent Auditors’ Report

 

We have audited the accompanying statements of net assets available for benefits of Capital Corp of the West Employee Stock Ownership Plan as of December 31, 2003 and 2002, and the related statement of changes in net assets available for benefits for the year ended December 31, 2003.  These financial statements are the responsibility of the Plan’s management.  Our responsibility is to express an opinion on these financial statements based on our audits.

 

We conducted our audits in accordance with generally accepted auditing standards.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of Capital Corp of the West Employee Stock Ownership Plan as of December 31, 2003 and 2002, and the changes in its net assets available for benefits for the year ended December 31, 2003, in conformity with generally accepted accounting principles.

 

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole.  The supplemental information included in Schedule H - Financial Information (IRS Form 5500) is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974.  The supplemental information has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

 

 

 

 

 

Cassabon, McIlhatton & Associates, LLP

 

 

Certified Public Accountants

 

 

 

Fresno & Merced

 

 

California

 

 

 



 

CAPITAL CORP OF THE WEST

EMPLOYEE STOCK OWNERSHIP PLAN

 

FINANCIAL STATEMENTS,

SUPPLEMENTARY INFORMATION,

AND

INDEPENDENT AUDITORS’ REPORT

 

DECEMBER 31, 2003 AND 2002

 



 

CAPITAL CORP OF THE WEST

EMPLOYEE STOCK OWNERSHIP PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

DECEMBER 31, 2003 AND 2002

 

 

 

2003

 

2002

 

 

 

Allocated

 

Unallocated

 

Total

 

Allocated

 

Unallocated

 

Total

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

 

$

59,145

 

$

59,145

 

$

 

$

162,809

 

$

162,809

 

Investment in Capital Corp of the West, Common stock, at fair value, (Note 3)

 

8,181,919

 

 

8,181,919

 

4,688,711

 

 

4,688,711

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

8,181,919

 

$

59,145

 

$

8,241,064

 

$

4,688,711

 

$

162,809

 

$

4,851,520

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net assets available for benefits

 

$

8,181,919

 

$

59,145

 

$

8,241,064

 

$

4,688,711

 

$

162,809

 

$

4,851,520

 

 

See accompanying notes and independent auditors’ report.

 

2



 

CAPITAL CORP OF THE WEST

EMPLOYEE STOCK OWNERSHIP PLAN

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

FOR THE YEAR ENDED DECEMBER 31, 2003

 

 

 

Allocated

 

Unallocated

 

Total

 

 

 

 

 

 

 

 

 

Additions to net assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net unrealized appreciation (depreciation) in market value of investments

 

$

3,249,713

 

$

 

$

3,249,713

 

Interest and Dividends

 

 

228

 

228

 

Stock dividend

 

256,388

 

 

256,388

 

Contributions

 

 

475,000

 

475,000

 

Allocation of 32,235 shares of common stock of Capital Corp of the West, at market

 

560,572

 

 

560,572

 

 

 

 

 

 

 

 

 

Total Additions To Net Assets

 

$

4,066,673

 

$

475,228

 

$

4,541,901

 

 

 

 

 

 

 

 

 

Deductions from net assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Distributions to participants

 

573,465

 

517

 

573,982

 

Administrative and legal fees

 

 

17,803

 

17,803

 

Allocation of 32,235  shares of Common stock of Capital Corp of the West, at market

 

 

560,572

 

560,572

 

 

 

 

 

 

 

 

 

Total Deductions From Net Assets

 

573,465

 

578,892

 

1,152,357

 

 

 

 

 

 

 

 

 

Net Increase (Decrease)

 

$

3,493,208

 

$

(103,664

)

$

3,389,544

 

 

 

 

 

 

 

 

 

Net assets available for benefits

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning of year

 

4,688,711

 

162,809

 

4,851,520

 

 

 

 

 

 

 

 

 

End of year

 

$

8,181,919

 

$

59,145

 

$

8,241,064

 

 

3



 

CAPITAL CORP OF THE WEST

EMPLOYEE STOCK OWNERSHIP PLAN

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2003 AND 2002

 

Note 1 - Plan Description:

 

The following description of the Capital Corp of the West Employee Stock Ownership Plan provides only general information. Participants should refer to the Plan document for a more complete description of the Plan’s provisions.

 

General - Capital Corp of the West’s (Company) predecessor corporation, County Bank established the Plan effective as of December 31, 1981.  On November 1, 1995 the Company was organized as the bank’s holding company for County Bank and the plan was adopted as the Plan for the Company.  The Plan is intended to qualify as an Employee Stock Ownership Plan (ESOP) as defined in Section 4975(e)(7) of the Internal Revenue Code.  The plan is subject to the applicable provisions of the Employee Retirement Income Security Act of 1974, as amended (ERISA).

 

Contributions - Each year, the Company contributes to the Plan an amount determined at the discretion of the Company’s board of directors.

 

Participant Eligibility and Accounts - Employees of the Company are eligible to participate in the Plan after one year of service and have attained 21 years of age.  Participants who are not employed on the last day of the plan year are generally not eligible for an allocation of company contributions for such year.  Each participant’s account is credited with an allocation of (a) the Company’s contribution, (b) Plan earnings, and (c) forfeitures of terminated participant’s non-vested accounts.  Allocations are based on compensation earned by the participant.

 

Vesting - Vesting of the participant’s account is based on years of continuous service.  A participant is 100 percent vested after seven years of credited service.

 

Payment of Benefits - - At retirement, age 65, the tenth anniversary of the year in which the Participant commenced participation in the Plan or the termination date (whichever is later), a participant will receive his or her benefits in the form of Qualifying Employer Securities or cash.  Participants shall have the right to demand that their benefits be distributed in the form of Qualifying Employer Securities.

 

Voting Rights Attributable to Shares - Each participant is entitled to direct the Trustee as to the manner in which voting rights under Employer Securities which are allocated to the account of such participant are to be exercised with respect to a matter which involved the voting of such shares with respect to the approval or disapproval of any corporate merger or consolidation, recapitalization, reclassification, liquidation, dissolution, sale of substantially all assets of a trade or business or such similar transactions.

 

Plan Termination - - The Company reserves the right to terminate the Plan at any time, subject to Plan provisions.  Upon such termination of the Plan, the interest of each participant in the trust fund will be distributed to such participant or his or her beneficiary at the time prescribed by the Plan terms and the Code.

 

4



 

Note 2 - Summary of Accounting Policies:

 

Basis of Accounting - - The financial statements of the Plan are prepared using the accrual method of accounting.

 

Estimates - The preparation of financial statements in conformity with generally accepted accounting principles requires the plan administrator to make estimates and assumptions that affect certain reported amounts and disclosures.  Accordingly, actual results may differ from those estimates.

 

Investment Valuation and Income Recognition - The common shares of the Company are valued at fair market value on December 31, 2003 and 2002.  Fair value is determined by the exchange price on the Nasdaq National Market System on the close of business on December 31, 2003 and 2002.

 

Note 3 - Investments:

 

All investments of the Plan are in stock of Capital Corp of the West, the plan sponsor.  The fair value is as follows:

 

 

 

2003

 

2002

 

 

Allocated

 

Unallocated

 

Allocated

 

Unallocated

 

 

 

 

 

 

 

 

 

 

 

Number of shares

 

206,980

 

 

199,096

 

 

 

 

 

 

 

 

 

 

 

 

Market

 

$

8,181,919

 

$

 

$

4,688,711

 

$

 

 

Investment in the Company stock is in excess of 5% of the total plan assets.

 

Note 4 - Forfeitures:

 

The plan had $186,751 in forfeitures in the December 31, 2003 year that were allocated to participants of the plan.

 

Note 5 - Restoration of Forfeitures:

 

At December 31, 2003, there are no benefits to be restored to participants who had less than a five-year break in service and have returned to active participation in the plan.

 

5



 

Note 6 - Administration of Plan Assets:

 

The Plan’s assets, which consist fully of Capital Corp of the West common shares, are held by the Trustee of the Plan.

 

Company contributions are held and managed by the Trustee.  The Trustee also makes distributions to participants.

 

Certain administrative functions are performed by officers or employees of the Company.  No such officer or employee receives compensation from the Plan.  Administrative expenses are paid directly by the Plan.

 

Note 7 - Tax Status:

 

The Internal Revenue Service has determined and informed the Company that the Plan is qualified and the trust established under the Plan is tax-exempt, under the appropriate sections of the Code.  The Plan received a favorable determination letter as of October 18, 2002.

 

6



 

CAPITAL CORP OF THE WEST

EMPLOYEE STOCK OWNERSHIP PLAN

 

SUPPLEMENTARY INFORMATION

 

DECEMBER 31, 2003

 

7



 

For calender plan year 2003

 

Name of plan sponsor:

Capital Corp of the West

 

Name of plan:

Capital Corp of the West
Employee Stock Ownership Plan
 
Schedule of Assets Held for Investment Purposes At End of Year
 

Identity of issue

 

Description of investment

 

Cost

 

Current Value

Capital Corp of the West

 

Employer Securities

 

 

 

8,181,919

Cash

 

Money Market

 

 

 

59,145

 

8



 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Administrative Committee of the Employee Stock Ownership Plan has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

Capital Corp of the West

 

Employee Stock Ownership Plan

 

 

Date: July 29, 2004

 

 

 

 

 

 

 

By:

/S/ R. Dale McKinney

 

 

 

R. Dale McKinney

 

 

 

Chief Financial Officer

 

 

9


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