-----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, Le5JLjVoF3J2NzSnNI2R+rJb0RSxhwKLPDCU+eg9vrHGLw5bW6cdj5mLktcJECXz lUE1XDfdho/I511Ug6HO5A== 0000356050-96-000002.txt : 19960328 0000356050-96-000002.hdr.sgml : 19960328 ACCESSION NUMBER: 0000356050-96-000002 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960326 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960327 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CU BANCORP CENTRAL INDEX KEY: 0000356050 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 953657045 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-11008 FILM NUMBER: 96539282 BUSINESS ADDRESS: STREET 1: 16030 VENTURA BLVD CITY: ENCINO STATE: CA ZIP: 91436-4487 BUSINESS PHONE: 8189079122 MAIL ADDRESS: STREET 1: 16030 VENTURA BLVD CITY: ENCINO STATE: CA ZIP: 91436-4487 FORMER COMPANY: FORMER CONFORMED NAME: LINCOLN BANCORP DATE OF NAME CHANGE: 19900814 8-K 1 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 03/26/96 CU BANCORP (Exact name of registrant as specified in its charter) California 0-11008 95-3657044 (State or other jurisdiction Commission IRS Employer of incorporation) File Number Identification No. 16030 Ventura Boulevard, Encino, California 91436 (Address of Principal Executive Offices)(Zip Code) N/A (former name or former address if changed since last report) Page 1 Item 2. Acquisition or Disposition of Assets On January 12, 1996, the Registrant completed the acquisition of Corporate Bank, of Santa Ana California, information as to which was previously reported on the Registrants Registration Statement of Form S-4, Registration Number 33-63729, which is incorporated herein by reference (the "Proxy/Prospectus"). In connection with the acquisition, Corporate Bank was merged into California United Bank, National Association, the sole subsidiary of the Registrant. For a discussion of the terms and conditions of the transaction and the pricing mechanism, reference is made to the Proxy/Prospectus. The final consideration paid was equal to $6,493 thousand , consisting of 649 thousand shares of the Registrant's Common Stock and $1,730 thousand in cash payments to shareholders (not including compensation for fractional shares). The source of funds was general working capital of the Registrant, no amounts were borrowed. The two former offices of Corporate Bank will be operated by California United Bank as branch offices.
Item 7. Financial Statements and Exhibits (a) Financial Statements of Business acquired. 1. Unaudited Statements of Operations of Corporate Bank for the nine months ended September 30, 1995, and 1994. Page 3 2. Unaudited Balance Sheet, of Corporate Bank as of September 30, 1995 and 1994 Page 4 3. Financial Statements of Corporate Bank for the years ending December 31, 1993 and 1994, incorporated by reference from and filed as part of Registrants Registration Statement on Form S-4 (Registration Number 33-63729) dated October 26, 1995. (b) Pro Forma Financial Statements Unaudited Pro Forma Combined Financial information Page 5
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. Date: 03/26/96 CU BANCORP Page 2 PATRICK HARTMAN, CHIEF FINANCIAL OFFICER
Corporate Bank Unaudited Statements of Operations For the nine months ended September 30, 1995 and 1994 Amounts in thousands of dollars 1995 1994 Interest and fees on loans and leases $4,062 $4,178 Interest on investment securities 165 191 Interest on time certificates of deposit 27 71 Interest on federal funds sold 311 263 Total interest income 4,565 4,703 Interest on deposits 1,013 959 Net interest income 3,552 3,744 Provision for loss 499 22 Net revenue from earning assets 3,053 3,722 Non interest income 448 504 Non interest expense 3,575 3,801 Income before taxes (74) 425 Taxes on income (25) 186 Net income ($49) $239 Earnings Per Share ($0.10) $0.48 Weighted Average Shares Outstanding 500 500 Page 3
Corporate Bank Unaudited Balance Sheet As of September 30, 1995 and 1994 Assets 1995 1994 Cash and due from banks $4,623 $5,531 Federal funds sold 9,900 10,900 Securities held to maturity 0 0 Securities available for sale 4,254 6,197 Time certificates of deposit 198 2,477 Loans, net 48,324 49,453 Premises and equipment 533 714 Other real estate owned 575 1,672 Other assets 1,000 434 Total Assets $69,407 $77,378 Liabilities Demand deposits $26,911 $30,235 Interest bearing deposits 33,686 37,980 Total deposits 60,597 68,215 Other liabilities 1,752 1,381 Total Liabilities 62,349 69,596 Capital 7,058 7,782 Total Liabilities & Capital $69,407 $77,378 Page 4
Unaudited Pro Forma Combined Financial Information The following Unaudited Pro Forma Combined Balance Sheet as of September 30, 1995 and Unaudited Pro Forma Combined Statements of Income as for the year ended December 31, 1994 and the nine months ended September 30, 1995 have been prepared to reflect the effects on the historical results of CU Bancorp of the merger of Corporate Bank into California United Bank, NA, CU Bancorp's principal subsidiary. The Unaudited Pro Forma Combined Balance Sheet has been prepared as if the merger occurred on September 30, 1995. The Unaudited Pro Forma Combined Statements of Income have been prepared as if the merger occurred on January 1, 1994. The pro forma financial information set forth below is unaudited and not necessarily indicative of the results that will actually occur in the future.
Unaudited Pro Forma September 30, 1995 Combined Balance Sheet CU Bancorp/ Corporate Assets CU Bancorp Corporate Bank Adjustments Combined Cash and due from banks $20,905 $4,623 (1) (1,730) $23,798 Federal funds sold 32,000 9,900 41,900 Securities held to maturity 73,088 0 73,088 Securities available for sale 0 4,254 4,254 Time certificates of deposit 0 198 198 Loans, net 176,680 48,324 (2) (1,000) 224,004 Premises and equipment 1,196 533 (3) (200) 1,529 Other real estate owned - 575 (4) (300) 275 Other assets 7,149 1,000 (5) 4,335 12,484 Total Assets $311,018 $69,407 $1,105 $381,530 Liabilities Demand deposits $84,913 $26,911 - $111,824 Interest bearing deposits 185,880 33,686 219,566 Total deposits 270,793 60,597 - 331,390 Other liabilities 8,080 1,752 (6) 3,400 13,232 Total Liabilities 278,873 62,349 3,400 344,622 Capital 32,145 7,058 (7) ($2,295) 36,908 Total Liabilities & Capital $311,018 $69,407 $1,105 $381,530 Page 5
Unaudited Pro Forma Combined Statement of Income For the nine months ended September 30, 1995 CU Bancorp/ CU Bancorp Corporate Corporate Bank Adjustments Combined Interest and fees on loans and leases $13,800 $4,062 $17,862 Interest on investment securities 2,796 165 2,961 Interest on time certificates of deposit 2 27 29 Interest on federal funds sold 1,477 311 1,788 Total interest income 18,075 4,565 22,640 Interest on deposits 6,628 1,013 7,641 Net interest income 11,447 3,552 14,999 Provision for loss 0 499 499 Net revenue from earning assets 11,447 3,053 14,500 Non interest income 1,674 448 2,122 Non interest expense 9,361 3,575 (8) 175 13,111 Income before taxes 3,760 (74) (175) 3,511 Taxes on income 1,647 (25) 1,622 Net income $2,113 ($49) ($175) $1,889 Earnings Per Share $0.35 Weighted Average Shares Outstanding (9) 5,422
Unaudited Pro Form Combined Statement ofIncome For the year ended December 31, 1994 CU Bancorp/ Corporate Corporate CU Bancorp Bank Adjustments Combined Interest and fees on loans and leases $14,036 $5,524 $19,560 Interest on investment securities 2,966 258 3,224 Interest on time certificates of deposit 39 99 138 Interest on federal funds sold 918 370 1,288 Total interest income 17,959 6,251 24,210 Interest on deposits 4,078 1,257 5,335 Net interest income 13,881 4,994 18,875 Provision for loss 0 1,134 1,134 Non interest income 5,408 637 6,045 Non interest expense 14,735 5,260 (8) 233 20,228 Income before taxes 4,554 (763) (233) 3,558 Taxes on income 1,980 (244) 1,736 Net income $2,574 ($519) ($233) $1,822 Earnings Per Share $0.35 Weighted Average Shares Outstanding (9) 5,242
Notes: 1) Represents the $1,730 thousand distributed to Corporate Shareholders as the cash portion of the purchase price of Corporate Bank. Page 6 2) The loan portfolio for Corporate Bank is adjusted in the purchase entry to reflect the loan loss reserve at estimated market value as of the acquisition date. Total additional required loss reserves are estimated at $1 million. 3) Fixed assets and leasehold improvements at Corporate Bank are adjusted downward by $200 thousand to estimated market value at the acquisition date. 4) The Other Real Estate Owned portfolio for Corporate Bank is adjusted in the purchase entry to reflect the estimated market value of the properties owned at the acquisition date. The additional loss reserve required is estimated at $300,000. 5) Additions to other assets include $2,009 thousand of deferred taxes and $2,326 thousand in goodwill generated by the merger transaction.. The goodwill balance is the difference between the purchase price for Corporate Bank of $6,493 thousand and the estimated market value of Corporate Bank's net assets.. 6) Corporate Bank has lease commitments related to their Santa Ana office that are in excess of estimated current market value. Under the purchase method of accounting, a liability of approximately $3 million would be booked at the merger date to record the excess of lease commitments over the current market for rental of similar facilities. Additional liabilities of $400 thousand are required to cover costs related to the acquisitions and miscellaneous market value adjustments at the acquisition date. 7) Adjustments to total capital include the assumed issuance of approximately 649 thousand shares of CU Bancorp common stock with a value of $4,763 thousand, and the elimination of Corporate Bank's $7,058 thousand in equity as the Corporate Bank shares are exchanged for CU Bancorp stock and cash. 8) The only adjustment to the pro forma combined statements of income is the assumed amortization of goodwill generated by the merger transaction. Goodwill of $2,326 thousand amortized over the full year of 1994, assuming a ten year life, would have generated $233 thousand of expense. The same goodwill amortized over the nine months ended September 30, 1995 would have generated additional expense of $175 thousand. No adjustments have been made for any operational synergies that may occur as a result of the merger. 9) Pro forma earnings per share for the year ended December 31, 1994 were calculated based on CU Bancorp's 4,593 thousand weighted average shares outstanding plus 649 thousand shares assumed to be issued in the merger transaction. Pro forma earnings per share for the nine months ended September 30, 1995 were calculated based on CU Bancorp's 4,773 thousand weighted average shares outstanding plus 649 thousand shares assumed to be issued in the merger transaction. There is no difference for this entity between fully diluted and primary earnings per share. Page 7 -----END PRIVACY-ENHANCED MESSAGE-----