425 1 d425.htm 425 425
2006
Annual
Shareholders
Meeting
May 31, 2006
Filed by Placer Sierra Bancshares
(Commission File Number 000-50652)
Pursuant to Rule 425 under the Securities Act of 1933, as amended
and deemed filed under Rule 14a-12 under the
Securities and Exchange Act of 1934, as amended
Subject Company: Southwest Community Bancorp (Commission File Number 000-50545)


2
Forward
Looking
Information
Forward
Looking
Information
This presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section
21E
of
the
Securities
Exchange
Act
of
1934,
as
amended
that
involve
inherent
risks
and
uncertainties,
including,
but
not
limited
to,
statements
relating
to
the
effect
of
the
proposed
merger
between
Placer
Sierra
Bancshares
(“Placer”
or
the
“Company”)
and
Southwest Community Bancorp (“Southwest”). All statements other than statements of historical fact are forward looking statements.
Placer
cautions
readers
that
a
number
of
important
factors
could
cause
actual
results
to
differ
materially
from
those
in
such
forward-
looking
statements.
Risks
and
uncertainties
include,
but
are
not
limited
to:
the
possibility
that
personnel
changes
will
not
proceed
as
planned; growth may be inhibited if Placer or Southwest cannot attract deposits, including low-cost deposits; revenues are lower than
expected or expenses are higher than expected; competitive pressure among depository institutions increases significantly; the cost of
additional capital is more than expected; changes in the interest rate environment reduces interest margins; general economic conditions,
either nationally or in the market areas in which Placer or Southwest does business, are less favorable than expected; changes that may
occur in the securities markets; Placer or Southwest may suffer an interruption of services from third-party service providers that could
adversely affect Placer or Southwest’s business; Placer or Southwest may not be able to maintain an effective system of internal and
disclosure controls; governmental approvals of the merger may not be obtained or adverse regulatory conditions may be imposed in
connection with governmental approvals of the merger; the shareholders of Placer and Southwest may fail to provide the required
approvals to consummate the merger; estimated cost savings from the merger cannot be fully realized within the expected time frame;
revenues
following
the
merger
are
lower
than
expected;
potential
or
actual
litigation
relating
to
Placer,
Southwest
or
the
merger
occurs;
costs or difficulties related to the integration of the businesses of Placer and Southwest are more than expected; legislation or changes in
regulatory
requirements
adversely
affect
the
businesses
in
which
Placer
would
be
engaged;
or
factors
occur
which
result
in
a
condition
to
the merger transaction not being met. Additional factors that could cause Placer’s or Southwest’s financial results to differ materially
from those described in the forward looking statements can be found in Placer and Southwest’s Annual Reports on Form 10-K for the
fiscal
year
ended
December
31,
2005
(under
the
headings
“Risk
Factors”
for
Placer
and
Southwest
respectively),
Quarterly
Reports
on
Form 10-Q and Current Reports on Form 8-K as filed with the SEC. Placer and Southwest undertake no obligation, and specifically
disclaim any obligation, to revise or publicly release any revision or update to these forward-looking statements to reflect events or
circumstances
that
occur
after
the
date
on
which
such
statements
were
made.
If
any
of
these
uncertainties
materializes
or
any
of
these
assumptions proves incorrect, Placer’s or Southwest’s results could differ materially from Placer’s expectations as set forth in these
statements.


3
Additional
Information
Additional
Information
This press release may be deemed to be solicitation material with respect to the proposed acquisition of Southwest and the issuance of
shares of common stock by Placer pursuant to the merger. In connection with the proposed transaction, Placer has filed a registration
statement on Form S-4 with the SEC which contains a definitive joint proxy statement/prospectus which has been distributed to the
respective shareholders of Placer and Southwest in connection with their vote on the merger. SHAREHOLDERS OF PLACER AND OF
SOUTHWEST ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS, THE REGISTRATION STATEMENT
AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, BECAUSE THEY CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED MERGER. Investors and security holders are urged to read the definitive joint proxy
statement/prospectus and any other relevant documents filed or to be filed by Placer or Southwest because they contain or will contain
important information about the proposed merger.  The Form S-4, and the definitive joint proxy statement/prospectus and any other
documents
filed
or
to
be
filed
by
Placer
or
Southwest
are,
or
will
be,
available
free
of
charge
at
the
SEC's
website,
www.sec.gov.
In
addition, investors may obtain free copies of the documents filed with the SEC (including the documents incorporated therein by
reference)
by
Placer
by
contacting
Placer’s
Corporate
Secretary
at
(916)
554-4750
or
by
visiting
Placer’s
website
at
http://www.plsb.com
or from Southwest by contacting Paul M. Weil, Vice Chairman, Corporate Secretary and General Counsel, telephone: (760) 438-1214 or
by
visiting
Southwest’s
website
at
http://www.swcbank.com.
Placer, Southwest and their respective directors and executive officers may be deemed to participate in the solicitation of proxies in
respect of the proposed transactions. Information regarding Placer’s directors and executive officers is available in Placer Sierra
Bancshares’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005, including the information incorporated therein
by reference from the definitive joint proxy statement/prospectus. Information regarding Southwest’s directors and executive officers is
available
in
Southwest’s
Annual
Report
on
Form
10-K
for
the
fiscal
year
ended
December
31,
2005,
as
amended,
which
was
filed
with
the SEC on March 16, 2006 and April 20, 2006. Additional information regarding the interests of such potential participants (including
the
addition
of
two
of
Southwest
Board
of
Directors’
members,
identified
above,
to
the
Board
of
Directors
of
Placer
following
the
merger) is included in the definitive joint proxy statement/prospectus as filed with the SEC.


4
Overview
of
Acquisition
of
Southwest
Community
Bancorp
Overview
of
Acquisition
of
Southwest
Community
Bancorp
Expected Closing Date:
June 9, 2006
Price per SWCB Share:
$38.97
Transaction Value:
$175 million
Transaction Structure:
100% Stock


5
SWCB
Overview
SWCB
Overview
9-branch community bank operating in San Diego, Orange and
San Bernardino counties
SBA loan production offices in Illinois, Utah and Virginia
Established remittance business generates low-cost deposits
San Diego County’s largest local SBA lender (2000-2005)
50% CAGR for total deposits (2000-2005)
Non-interest bearing deposits comprise 75% of total deposits
37% CAGR for total loans (2000-2005)
Outstanding credit quality
NPLs/Assets were 0.12% at March 31, 2006
Strong profitability
ROAE was 18.8% in 2005
ROAA was 1.50% in 2005
Q1 2006 EPS increased 63%


6
Strategic
Benefits
of
Transaction
Strategic
Benefits
of
Transaction
Expands regional presence in Southern California
Extends footprint into high growth Inland Empire
Extends footprint into San Diego County
Adds low-cost deposit base (0.79% COD in Q1 2006)
SWCB’s 53% loan to deposit ratio provides liquidity to
fund lending opportunities in other PLSB markets
From cost savings alone, acquisition will be accretive to
earnings within the first year of combined operations
Projected to meet hurdle rate of 15% ROE in three years


7
Statewide Franchise
Statewide Franchise


8
Placer
Sierra
Bancshares
(post acquisition fundamentals)
Placer
Sierra
Bancshares
(post acquisition fundamentals)
49
9
40
Branches
1.44%
Cost of
Deposits
267.0
54.0
213.0
Equity
1,705.9
306.3
1,399.6
Loans
2,209.9
583.1
1,626.8
Deposits
2,695.5**
648.5
1,922.0
Assets
PLSB
Consolidated
(pro forma)
SWCB*
PLSB*
($ in millions)
0.79%
1.28%
*As of and for the three months ended March 31, 2006
**Total assets reflects addition of $125 million of goodwill created in the transaction


9
Acquisitions
Drive
Shareholder
Value
Acquisitions
Drive
Shareholder
Value
*Excluding gain on sale of branches
**Based on operating earnings, which excludes merger-related costs and losses related to restructuring of acquired investment securities
Bank of Orange
County acquisition –
5/7/04
Bank of Lodi
acquired 12/10/04
Return on Average Equity
0.47%
2.25%
6.29%
9.10%
9.55%
12.51%
0%
2%
4%
6%
8%
10%
12%
14%
2000
2001
2002
2003*
2004**
2005


Q&A Session