-----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, MK+m/7wqSAZQrkmS5vFuZdo1qhaKEJsLG8vLsyHrCc2F/BmHIuYDcXKeWSDFjWrT cF+Bv4cHaT70ewQMqpI9bw== 0000356050-96-000005.txt : 19960827 0000356050-96-000005.hdr.sgml : 19960827 ACCESSION NUMBER: 0000356050-96-000005 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960826 ITEM INFORMATION: Other events FILED AS OF DATE: 19960826 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CU BANCORP CENTRAL INDEX KEY: 0000356050 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] 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: 96620562 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 August 23, 1996 CU BANCORP (Exact name of registrant as specified in its charter) California 0-11008 95-3657044 (state or other Commission IRS Tax jurisdiction of File Number Identification No. incorporation) 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) Registrant's telephone number, including area code (818) 907-9122 1 Item 2. Acquisition or Disposition of Assets On August 9, 1996, the Registrant completed the merger of Home Interstate Bancorp with and into Registrant and the merger of Registrant's sole subsidiary California United Bank, N.A. with and into Home Bank. The articles of incorporation of Home Bank were amended to name the subsidiary California United Bank, a California state chartered bank. Information as to these mergers was previously reported in the Registrants' Registration Statement on Form S-4, Registration Number 333-02777, which is incorporated herein by reference (the Proxy/Prospectus"). For a discussion of the terms and conditions of the transaction and this pricing mechanism, reference is made to the Proxy/Prospectus. Upon consummation of the merger, each outstanding share of common stock, no par value, of Home Bancorp was converted into the right to receive 1.409 shares of CU Bancorp common stock, without par value, in an exchange intended to be tax free except to the extent of any cash received in exchange for fractional shares. Cash will be paid for fractional shares at the rate of $11.111 per share. All former offices of Home Bank will operate under the name California United Bank as branch offices. Item 7. Financial Statements and Exhibits (a) Financial Statements of Business acquired. 1. Financial Statements as filed on registrant's Form S-4, Registration Number 333-2777, incorporated herein by reference. (b) Pro Forma Financial Statements (1) Unaudited Pro Forma Combined Financial information as of March 31, 1996, incorporated herein by reference as previously reported on Form S-4 Registration Number 333-02777. (2) Unaudited Pro Forma Combined Financial information as of June 30, 1996. Page 5 (c) Exhibits 1.0 Proxy/Prospectus, dated June 10, 1996 as filed in Registrant's Registration Statement on Form S-4, Registration Number 333-02777, which is incorporated herein by reference. 2.0 Registration Statement on Form S-4 filed May 23, 1996, Registration Number 333-02777, incorporated herein by reference. 3.0 Unaudited Pro Forma Combined Financial information as of June 30, 1996, Page 5 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant had duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: August 26, 1996 CU BANCORP PATRICK HARTMAN, CHIEF FINANCIAL OFFICER 3 Exhibit Index to 8-K Exhibit No. Exhibit 1.0 Proxy/Prospectus, dated June 10, 1996 as filed in Registrant's Registration Statement on Form S- 4, Registration Number 333-02777, which is incorporated herein by reference. 2.0 Registration Statement on Form S-4 filed May 23, 1996, Registration Number 333-02777, incorporated herein by reference. 3.0 Unaudited Pro Forma Combined Financial information as of June 30, 1996. Page 5 4 PRO FORMA FINANCIAL DATA Unaudited Pro Forma Combined Financial Information The following Unaudited Pro Forma Combined Balance Sheet as of June 30, 1996 and Unaudited Pro Forma Combined Statements of Income for the quarter ended June 30, 1996 and the years ended December 31,1993, 1994 and 1995 have been prepared to reflect the effects of the Merger on the historical results of CU Bancorp. The Unaudited Pro Forma Combined Balance Sheet has been prepared as if the Merger occurred on June 30, 1996. The Unaudited Pro Forma Combined Statements of Income have been prepared as if the Merger occurred on January 1, 1993. The pro forma financial information set forth below is unaudited and not necessarily indicative of the results that will actually occur in the future. The pro forma financial statements reflect CU Bancorp's acquisition of Corporate Bank which was completed on January 12, 1996. The Unaudited Pro Forma Combined Statements of Income have been prepared as if the Corporate Bank acquisition occurred on January 1, 1993.
Unaudited Pro Forma Combined Financial Summary (Dollars in thousands, except per share amounts) Combined June 30, 1996 1995 1994 1993 Period End Balances: Securities held to maturity $107,901 $79,867 $76,333 $97,148 Securities available for sale 102,496 131,336 173,831 121,121 Net loans 470,204 437,285 414,800 384,692 Total earning assets 702,101 708,687 693,264 662,949 Total assets 816,478 819,955 813,849 755,687 Total deposits 711,025 714,664 717,635 650,675 Total shareholders' equity 92,027 88,385 82,390 82,029 Consolidated Operating Results: Net interest income $22,032 $44,382 $41,443 $40,576 Non-interest income 3,873 7,822 10,624 35,022 Provision for loan losses 350 3,069 1,934 2,065 Non-interest expense 19,656 39,776 42,085 66,003 Net income 3,351 6,087 5,143 3,840 Common Share Data: Fully diluted income per share $0.29 $0.53 $0.46 $0.35 Cash dividends per common share 0.09 0.18 0.10 0.08 Book value per share 8.38 7.72 7.36 7.40 Fully diluted shares 11,392 11,456 11,192 11,089
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Unaudited Combined Balance Sheet As of June 30, 1996 (Dollars in thousands, except per share amounts) CU BANCORP & HOME CU Home BANCORP BANCORP BANKCORP ADJUSTMENTS COMBINED ASSETS Cash and due from banks $33,272 $41,211 $74,483 Federal funds sold 15,500 6,000 21,500 Securities held to maturity 77,423 30,478 107,901 Securities available of sale 4,270 98,226 102,496 Loans, net 236,463 233,741 470,204 Premises and equipment 1,551 14,419 15,970 Other real estate owned 298 2,220 2,518 Goodwill 2,313 0 2,313 Other assets 10,029 9,064 19,093 TOTAL ASSETS $381,119 $435,359 $816,478 LIABILITIES Demand deposits $117,655 $135,613 $253,268 Interest bearing deposits 213,069 244,688 457,757 TOTAL DEPOSITS 330,724 380,301 711,025 Other Liabilities 11,573 2,653 (800) (5) 13,426 TOTAL LIABILITIES 342,297 382,954 724,451 CAPITAL 38,822 52,405 800 92,027 TOTAL LIABILITIES AND CAPITAL $381,119 $435,359 $ 0 $816,478
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UNAUDITED PRO FORMA COMBINED INCOME STATEMENT FOR THE QUARTER ENDED JUNE 30, 1996 (Dollars in thousands, except per share amounts) CU BANCORP & HOME CU HOME BANCORP BANCORP BANCORP ADJUSTMENTS COMBINED Interest and fees on loans and leases $11,887 $11,857 $23,744 Interest on investment securities 1,985 3,836 5,821 Interest on federal funds sold 684 367 1,051 TOTAL INTEREST INCOME 14,556 16,060 30,616 Interest on deposits 4,794 3,790 8,584 Net interest income 9,762 12,270 22,032 Provision for loan loss 0 350 350 Net revenue from earning assets 9,762 11,920 21,682 Non interest income 1,318 2,555 3,873 Non interest expense 8,647 11,009 19,656 Income before taxes 2,433 3,466 5,899 Taxes on income 1,073 1,475 2,548 NET INCOME $ 1,360 $ 1,991 $0 $3,351 Earnings per share $ 0.29 Weighted average shares outstanding 11,392
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UNAUDITED PRO FORMA COMBINED INCOME STATEMENT FOR THE YEAR ENDED DECEMBER 31, 1995 (Dollars in thousands, except per share amounts) CU CU BANCORP BANCORP & & HOME CU CORPORATE CORPORATE HOME BANCORP BANCORP BANK ADJUSTMENTS COMBINED BANCORP ADJUSTMENTS COMBINED Interest and fees on loans and leases $18,693 $4,932 $23,625 $22,643 $ 46,268 Interest on investment securities 3,818 209 4,027 8,389 12,416 Interest on time certificates of deposit 2 28 30 1 31 Interest on federal funds sold 1,893 429 2,322 618 2,940 TOTAL INTEREST INCOME 24,406 5,598 30,004 31,651 61,655 Interest on deposits 8,870 1,248 10,118 7,155 17,273 Net interest income 15,536 4,350 19,886 24,496 44,382 Provision for loan loss 0 969 969 2,100 3,069 Net revenue from earning assets 15,536 3,381 18,917 22,396 41,313 Non interest income 2,065 531 2,596 5,226 7,822 Non interest expense 12,554 4,492 $231 (1) 17,277 22,499 39,776 Income before taxes 5,047 (580) 4,236 5,123 9,359 (231) Taxes on income (loss) 2,153 (240) 1,913 1,359 3,272 NET INCOME (LOSS) $2,894 $ (340) $(231) $2,323 $3,764 $0 $ 6,087 Earnings per share $ 0.53 Weighted average shares outstanding (2) 11,456
UNAUDITED PRO FORMA COMBINED INCOME STATEMENT FOR THE YEAR ENDED DECEMBER 31, 1994 (Dollars in thousands, except per share amounts) CU CU BANCORP BANCORP & & HOME CU CORPORATE CORPORATE HOME BANCORP BANCORP BANK ADJUSTMENTS COMBINED BANCORP ADJUSTMENTS COMBINED Interest and fees on loans and leases $14,036 $5,524 $19,560 $ 19,928 $ 39,488 Interest on investment securities 2,966 258 3,224 8,249 11,473 Interest on time certificates of deposit 39 99 138 5 143 Interest on federal funds sold 918 370 1,288 801 2,089 TOTAL INTEREST INCOME 17,959 6,251 24,210 28,983 53,193 Interest on deposits 4,078 1,257 5,335 6,415 11,750 Net interest income 13,881 4,994 18,875 22,568 41,443 Provision for loan loss 0 1,134 1,134 800 1,934 Net revenue from earning assets 13,881 3,860 17,741 21,768 39,509 Non interest income 5,408 637 6,045 4,579 10,624 Non interest expense 14,735 5,260 $231 (1) 20,226 21,859 42,085 Income before taxes 4,554 (763) 3,560 4,488 8,048 (231) Taxes on income (loss) 1,980 (244) 1,736 1,169 2,905 NET INCOME (LOSS) $ 2,574 $(519) $(231) $ 1,824 $ 3,319 $ 0 $ 5,143 Earnings per share $ 0.46 Weighted average shares outstanding (2) 11,192
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UNAUDITED PRO FORMA COMBINED INCOME STATEMENT FOR THE YEAR ENDED DECEMBER 31, 1993 (Dollars in thousands, except per share amounts) CU CU BANCORP BANCORP & & HOME CU CORPORATE CORPORATE HOME BANCORP BANCORP BANK ADJUSTMENTS COMBINED BANCORP ADJUSTMENTS COMBINED Interest and fees on loans and leases $16,487 $6,803 $23,290 $20,671 $43,961 Interest on investment securities 1,558 181 1,739 5,905 7,644 Interest on time certificates of deposit 123 90 213 0 213 Interest on federal funds sold 454 261 715 542 1,257 TOTAL INTEREST INCOME 18,622 7,335 25,957 27,118 53,075 Interest on deposits 4,191 1,572 5,763 6,736 12,499 Net interest income 14,431 5,763 20,194 20,382 40,576 Provision for loan loss 450 865 1,315 750 2,065 Net revenue from earning assets 13,981 4,898 18,879 19,632 38,511 Non interest income 26,423 841 27,264 7,758 35,022 Non interest expense 36,883 5,539 $231 (1) 42,653 21,550 $1,800(4) 66,003 Income before taxes 3,521 200 3,490 5,840 7,530 (231) (1,800) Taxes on income (loss) 1,423 52 (3) 1,475 2,215 3,690 NET INCOME (LOSS) $2,098 $148 $(231) $2,015 $3,625 $(1,800) $3,840 Earnings per share $0.35 Weighted average shares outstanding (2) 11,089
Notes: 1. The only adjustment to the pro forma combined statements of income is the assumed amortization of goodwill generated by the Corporate Bank merger transaction. Goodwill of $2,312,000 amortized over the full years of 1993, 1994 and 1995, assuming a ten-year life, would have generated $231,000 of expense annually. No adjustments have been made for any operational synergies that may occur as a result of the Merger. 2.Pro forma earnings per share for the year ended December 31, 1993 were calculated based on CU Bancorp's 4,490,000 weighted average shares outstanding plus 649,000 shares assumed to be issued in the Corporate Bank merger transaction and 5,950,000 shares issued in the Merger. Pro Forma earnings per share for the year ended December 31, 1994 were calculated based on CU Bancorp's 4,593,000 weighted average shares outstanding plus 649,000 shares assumed to be issued in the Corporate Bank merger transaction and 5,950,000 shares issued in the Merger. Pro forma earnings per share for the year ended December 31, 1995 were calculated based on CU Bancorp's 4,857,000 weighted average shares outstanding plus 649,000 shares assumed to be issued in the Corporate Bank merger transaction and 5,950,000 shares issued in the Merger. Proforma earnings per share for the quarter ended June 30, 1996 were calculated based on CU Bancorp's 5,587,695 weighted average shares outstanding plus 5,950,000 issued in the Merger. There is no difference for this entity between fully diluted and primary earnings per share. 3.Corporate Bank's taxes on income in 1993 includes a $42,000 cumulative adjustment for the effect of a change in accounting for income taxes which represents $.0038 per share. 4.Acquisition expense related to the Merger including investment banker fees, attorney fees, filing expenses and expenses associated with the Retention Agreements. 9 5.Expenses related to the Retention Agreements entered into within ten key employees. -----END PRIVACY-ENHANCED MESSAGE-----