-----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, PXmcnRrzNBvMFAmKrG8KkfNgCZmOBIVN4445ZyjMUYByRkc/4lx5VAoZw18YrtuR b56WboktHdR7/miNyPKYxg== 0000950148-96-001326.txt : 19960701 0000950148-96-001326.hdr.sgml : 19960701 ACCESSION NUMBER: 0000950148-96-001326 CONFORMED SUBMISSION TYPE: S-4 POS PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19960628 EFFECTIVENESS DATE: 19960628 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: S-4 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-02777 FILM NUMBER: 96587492 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 S-4 POS 1 POST-EFFECTIVE AMENDMENT #1 TO FORM S-4 1 As filed with the Securities and Exchange Commission on June 28, 1996 Registration No.: 333-02777 =============================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CU BANCORP (Exact name of registrant as specified in its charter) California 6711 95-3657044 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification Number)
16030 VENTURA BOULEVARD ENCINO, CALIFORNIA 91436 (818) 907-9122 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) STEPHEN G. CARPENTER CHIEF EXECUTIVE OFFICER 16030 VENTURA BOULEVARD ENCINO, CALIFORNIA 91436 (818) 907-9122 (Name, address, including zip code, and telephone number, including area code, of agent for service) WITH A COPY TO: Anita Y. Wolman, Esq. T. Hale Boggs, Esq. General Counsel Manatt, Phelps & Phillips, LLP 16030 Ventura Boulevard 11355 W. Olympic Boulevard Encino, California 91436 Los Angeles, California 90064 (818) 907-9122 (310) 312-4269 Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement has become effective. If any of the securities being registered on this Form are to be offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: / / CALCULATION OF REGISTRATION FEE
================================================================================================================================= Proposed Proposed Amount maximum maximum Amount of Title of each class of to be offering price aggregate registration securities to be registered registered(1) per unit(2) offering price(2) fee - --------------------------------------------------------------------------------------------------------------------------------- Common Stock without par value 5,940,034.00 $ 10.10 $ 60,000,000.00 $ 20,689.00 =================================================================================================================================
(1) Based on approximate number of shares to be issued in respect of outstanding shares of common stock of Home Interstate Bancorp (2) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and (f). ================================================================================ 2 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: June 27, 1996 C U BANCORP STEPHEN G. CARPENTER By Stephen G. Carpenter President and Chief Executive Officer PATRICK HARTMAN By Patrick Hartman Chief Financial Officer 59 3 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Signature Title Date - --------- ------- ---- KENNETH BERNSTEIN Director June 27, 1996 _________________ Kenneth Bernstein STEPHEN G. CARPENTER __________________________________ Director, June 27, 1996 Stephen G. Carpenter Chairman/ Chief Executive Officer ________________________________ Director June 27, 1996 Richard H. Close Secretary PAUL W. GLASS ___________________________________ Director June 27, 1996 Paul W. Glass RONALD S. PARKER Director June 27, 1996 ____________________ Ronald S. Parker DAVID I. RAINER ____________________ Director, June 27, 1996 David I. Rainer President, Chief Operating Officer
Supplemental Information to be Furnished with Reports Filed Pursuant to Section 15(d) of the Act by Registrant Which Have Not Registered Securities Pursuant to Section 12 of the Act. The proxy statement with respect to the annual meeting of the shareholders shall be furnished to shareholder subsequent to the filing of this Form 10-K and shall also be furnished to the Securities and Exchange Commission. 60 EX-20 2 SHAREHOLDER LETTER 1 EXHIBIT 20 HOME INTERSTATE BANCORP CU BANCORP 1633 Cherry Avenue 16030 Ventura Boulevard Signal Hill, California 90806 Encino, California 91436 (310) 988-9600 (818) 907-9122 June 26, 1996 Dear Shareholders: We are pleased to announce that, as of June 21, 1996, the California Superintendent of Banks approved the proposed merger between California United Bank and Home Bank. This approval is subject to certain conditions including shareholder approvals and other regulatory agency approvals. As more fully set out on Pages 4 and 38 of the Joint Proxy Statement/Prospectus dated June 10, 1996 (the "Joint Proxy Statement"), the approval of the Federal Reserve Bank of San Francisco is also required for consummation of the mergers between CU Bancorp and Home Interstate Bancorp and California United Bank and Home Bank. The Federal Reserve Bank is currently reviewing the applications filed by the parties. We also want to take this opportunity to point out to you a typographical error on Page 9 of the Joint Proxy Statement. In the bottom quadrant of the page the equivalent per share value of Home Interstate Bancorp Common Stock as adjusted pro forma for the merger and based upon the value of CU Bancorp Common Stock on January 9, 1996 should have been $14.27 (Ask) and $13.57 (Bid), respectively, assuming the conversion ratio of 1.409 shares of CU Bancorp Common Stock for each share of Home Interstate Bancorp Common Stock. We apologize for this error. For your convenience we enclose a gummed "sticker" which should be inserted over the lower portion of Page 9 of the Joint Proxy Statement so that the corrected material is easily accessible. With the State Banking Department approval, we are optimistic about the completion of this transaction in a timely manner. YOUR VOTE REMAINS CRUCIAL TO THE MERGER. APPROVAL OF THE TRANSACTION REQUIRES THE AFFIRMATIVE VOTE OF A MAJORITY OF THE OUTSTANDING SHARES OF EACH COMPANY. PLEASE VOTE EARLY SO THIS CAN BE ACCOMPLISHED IN THE MOST EXPEDITIOUS MANNER. Should you have any questions or comments, we would be pleased to hear from you. Very truly yours, HOME INTERSTATE BANCORP CU BANCORP /s/ JAMES P. STAES /s/ STEPHEN G. CARPENTER -------------------------- -------------------------- JAMES P. STAES, STEPHEN G. CARPENTER, Chief Executive Officer Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----