-----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, Ku2UpYTwNYAtnIVaxpN/ZnjVPZqGAlXHBPjbvR4jD/Yr4o5YHQrbDXzurjQgVXx7 Vrb2RjSB7sywmyB/u8Li2w== 0001104659-06-034448.txt : 20060512 0001104659-06-034448.hdr.sgml : 20060512 20060512165840 ACCESSION NUMBER: 0001104659-06-034448 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060509 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060512 DATE AS OF CHANGE: 20060512 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST COMMUNITY BANCORP /CA/ CENTRAL INDEX KEY: 0001102112 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 330885320 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-30747 FILM NUMBER: 06835679 BUSINESS ADDRESS: STREET 1: 6110 EL TORDO CITY: RANCHO SANTA FE STATE: CA ZIP: 92067 BUSINESS PHONE: 8587563023 8-K 1 a06-11879_18k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

 

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

 

May 9, 2006

Date of Report (Date of Earliest Event Reported)

 

FIRST COMMUNITY BANCORP

(Exact Name of Registrant As Specified In Its Charter)

 

CALIFORNIA

(State or Other Jurisdiction of Incorporation)

 

00-30747

 

33-0885320

(Commission File Number)

 

(IRS Employer Identification No.)

 

6110 El Tordo

PO Box 2388

Rancho Santa Fe, California 92067

(Address of Principal Executive Offices)(Zip Code)

 

(858) 756-3023

(Registrant’s Telephone Number, including Area Code)

 

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):

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 



 

Item 2.01.              Completion of Acquisition or Disposition of Assets

 

On May 9, 2006, First Community Bancorp (the “Company”) announced that it completed that day its previously announced acquisition of Foothill Independent Bancorp (“Foothill”) and its wholly-owned subsidiary Foothill Independent Bank (“Foothill Bank”), with approximately $750 million in assets at March 31, 2006. With the completion of this acquisition, Foothill Bank merged into Pacific Western National Bank, a wholly-owned subsidiary of the Company, adding eleven branches to the Pacific Western branch network. Upon the closing of the merger, Foothill Bank’s additional branch, located in Temecula, California, was sold by Pacific Western to First National Bank, a wholly-owned subsidiary of the Company in San Diego, California. The integration of Foothill Bank’s systems and the conversion of Foothill Bank’s branches to Pacific Western’s operating platform are scheduled to be completed in June 2006. The integration of the Temecula branch’s systems with First National’s platform is scheduled to be completed by the end of May 2006.

 

In the merger, each share of Foothill common stock was converted into the right to receive 0.4523 of a share of First Community common stock. First Community will issue an aggregate of approximately 3,947,433 shares of First Community common stock to Foothill stockholders. Approximately $10.2 million in cash was delivered to holders of outstanding and unexercised Foothill options. Based on the closing price of First Community’s common stock on May 9, 2006 of $59.23 per share, the aggregate consideration to be paid to Foothill stockholders and holders of options to acquire Foothill common stock is approximately $244.0 million.

 

Attached hereto as Exhibit 99.1 is a copy of the press release, which is incorporated herein by reference.

 

Item 5.02.              Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

 

Effective May 9, 2006, upon the closing of the Foothill acquisition, the Company appointed Mr. George Langley to the Board of Directors of the Company, pursuant to the terms of the Agreement and Plan of Merger, dated December 14, 2005, between the Company and Foothill. Mr. Langley was also appointed to the Asset Liability Management Committee of the Board of Directors.

 

Item 9.01.              Financial Statements and Exhibits

 

(a)           Financial Statements of Businesses Acquired.

 

Financial statements of Foothill Independent Bancorp were previously filed with the Company’s registration statement on Form S-4 (File No. 333-132018), as amended, filed with the Securities and Exchange Commission on February 23, 2006 and amended on March 16, 2006 and accordingly are not required to be filed herewith pursuant to General Instruction B.3. of Form 8-K.

 

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(b)           Pro Forma Financial Information.

 

Pro forma financial information of First Community Bancorp was previously filed with the Company’s registration statement on Form S-4 (File No. 333-132018), as amended, filed with the Securities and Exchange Commission on February 23, 2006 and amended on March 16, 2006 and accordingly is not required to be filed herewith pursuant to General Instruction B.3. of Form 8-K.

 

(d)           Exhibits.

 

Exhibit No.

 

Description

 

 

 

99.1

 

Press release dated May 9, 2006.

 

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EXHIBIT INDEX

 

Exhibit No.

 

Description

 

 

 

99.1

 

Press release dated May 9, 2006.

 

4



 

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 hereunder duly authorized.

 

Dated: May 12, 2006

 

 

FIRST COMMUNITY BANCORP

 

 

 

 

 

 

By:

  /s/ Jared M. Wolff

 

 

 

Name:

Jared M. Wolff

 

 

Title:

Executive Vice President,

 

 

 

General Counsel and Secretary

 

5


EX-99.1 2 a06-11879_1ex99d1.htm EX-99

Exhibit 99.1

 

PRESS RELEASE

 

First Community Bancorp

(NASDAQ: FCBP)

 

Contact:

Matthew P. Wagner
President and Chief Executive
Officer
120 Wilshire Boulevard
Santa Monica, CA 90401

Victor R. Santoro
Executive Vice President and
Chief Financial Officer
120 Wilshire Boulevard
Santa Monica, CA 90401

Phone:

310-458-1521 x 271

310-458-1521 x 288

Fax:

310-451-4555

310-451- 4555

 

 

FOR IMMEDIATE RELEASE

May 10, 2006

 

 

FIRST COMMUNITY BANCORP ANNOUNCES COMPLETION OF THE ACQUISITION OF FOOTHILL INDEPENDENT BANCORP

 

— Acquisition adds 12 branches and approximately $750 million in assets —

— Foothill Independent Bank merged into Pacific Western National Bank —

 

Rancho Santa Fe, California . . . First Community Bancorp (Nasdaq: FCBP) today announced that on May 9, 2006 it completed its previously announced acquisition of Foothill Independent Bancorp and its subsidiary Foothill Independent Bank, with approximately $750 million in assets at March 31, 2006. With the completion of this acquisition, Foothill Independent Bank merged into Pacific Western National Bank, a wholly-owned subsidiary of First Community Bancorp, adding eleven branches to the Pacific Western branch network. Upon the closing of the merger, Foothill Bank’s additional branch, located in Temecula, California, was sold by Pacific Western to First National Bank, a wholly-owned subsidiary of First Community headquartered in San Diego, California. The integration of Foothill Bank’s systems and the conversion of Foothill Bank’s branches to Pacific Western’s operating platform are scheduled to be completed in June 2006. The integration of the Temecula branch’s systems with First National’s platform is scheduled to be completed by the end of May 2006.

 

In the merger, each share of Foothill common stock was converted into the right to receive 0.4523 of a share of First Community common stock. First Community will issue an aggregate of approximately 3,947,433 shares of First Community common stock to Foothill stockholders. Approximately $10.2 million in cash was delivered to holders of outstanding and unexercised Foothill options. Based on the closing price of First Community’s common stock on May 9, 2006 of $59.23 per share, the aggregate consideration to be paid to Foothill stockholders and holders of options to acquire Foothill common stock is approximately $244.0 million.

 

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As previously announced, Mr. George Langley, formerly President and Chief Executive Officer of Foothill Independent Bancorp, has joined First Community’s Board of Directors, effective May 9, 2006. Additionally, Mr. Casey (Joe) Cecala, III, formerly Executive Vice President and Chief Credit Officer of Foothill Independent Bancorp, has joined Pacific Western as the President of its Inland Empire Region. Mr. Cecala reports to Matt Wagner, Chairman and Chief Executive Officer of Pacific Western, and President and Chief Executive Officer of First Community Bancorp. Mr. Cecala will also join Pacific Western’s Board of Directors.

 

As of March 31, 2006, on a pro forma consolidated basis with Foothill Independent Bancorp, First Community would have had approximately $4.4 billion in assets with 59 branches across Southern California and 1 branch in San Francisco, California. Pacific Western would have had on a pro forma basis approximately $3.3 billion in assets and 46 branches, and First National Bank had approximately $1.1 billion in assets and 14 branches.

 

ABOUT FIRST COMMUNITY BANCORP

 

First Community Bancorp is a bank holding company with $3.7 billion in assets as of March 31, 2006, with two wholly-owned banking subsidiaries, Pacific Western National Bank and First National Bank. Through the banks’ 60 full-service community banking branches (which includes branches acquired through the Foothill Independent Bancorp acquisition subsequent to March 31, 2006), First Community provides commercial banking services, including real estate, construction and commercial loans, to small and medium-sized businesses. Pacific Western has 45 branches throughout Los Angeles, Orange, Riverside and San Bernardino Counties, and 1 branch in San Francisco and First National Bank has 14 branches in San Diego and Riverside Counties. Through its subsidiary First Community Financial, First National provides working capital financing to growing companies located throughout the Southwest, primarily in the states of Arizona, California and Texas. Additional information regarding First Community Bancorp is available on the Internet at www.firstcommunitybancorp.com. Information regarding Pacific Western National Bank and First National Bank is also available on the Internet at www.pacificwesternbank.com and www.banksandiego.com, respectively.

 

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