-----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, FjlnkYqCc8opCdzkWcCa7tdT7LMVKNJmpiMTahuvgqNEQUbLUX9ggBHDUrJdiH3u SNvHvOxbyDGQ1n0hMd0PmA== 0000940401-96-000008.txt : 19960402 0000940401-96-000008.hdr.sgml : 19960402 ACCESSION NUMBER: 0000940401-96-000008 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960401 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: BAY AREA BANCSHARES CENTRAL INDEX KEY: 0000701153 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 942779021 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 002-76003 FILM NUMBER: 96542207 BUSINESS ADDRESS: STREET 1: 900 VETERANS BLVD CITY: REDWOOD CITY STATE: CA ZIP: 94063 BUSINESS PHONE: 4153671600 MAIL ADDRESS: STREET 1: 900 VETERANS BLVD CITY: REDWOOD CITY STATE: CA ZIP: 94063 FORMER COMPANY: FORMER CONFORMED NAME: AREA FINANCIAL CORP DATE OF NAME CHANGE: 19890612 10-K/A 1 FORM 10-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1995 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________________ to _________________________ Commission File No. 2-76003 BAY AREA BANCSHARES (Exact name of registrant as specified in its charter) California 94-2779021 (State or other jurisdiction of IRS Employer incorporation or organization) (Identification No.) 900 Veterans Boulevard, Redwood City, CA 94063 (Address of principal executive office (Zip Code) (415) 367-1600 (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES X NO Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. YES X NO Aggregate market value of the voting stock held by non-affiliates of the Registrant at March 15, 1996: $ 7,447,000 . Number of shares of Common Stock outstanding at March 15, 1996: 832,138 DOCUMENTS INCORPORATED BY REFERENCE: NONE Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K. (a) 1. Financial Statements. Reference Page Report of Independent Auditors: Ernst & Young.................................................... Consolidated Financial Statements of Bay Area Bancshares and Subsidiaries:............................ Consolidated Balance Sheets as of December 31, 1995 and 1994: .................................. Consolidated Statements of Income for the Years Ended December 31, 1995, 1994 and 1993: ................................ Consolidated Statements of Changes in Shareholders' Equity for the Years Ended December 31, 1995, 1994, and 1993: ................... Consolidated Statements of Cash Flows for the Years Ended December 31, 1995, 1994, and 1993: ............................... Notes to Consolidated Financial Statements:....................... 2 2. Financial Statement Schedules. In accordance with the rules of Regulation S-X, schedules are not submitted because (a) they are not applicable to or required of the Company, or (b) the information required to be set forth therein is included in the financial statements or footnotes thereto. 3. Exhibits. Management contracts and compensation plans are identified with a number sign ("#"). Exhibit Number 3.1 Restated Articles of Incorporation of Company1 3.2 Amendment to Restated Articles of Incorporation2 3.3 Bylaws of Company, as amended3 3.4 Amendment to Bylaws of Company3 4.1 Certificate of Determination of Preferred Stock4 10.3 Lease Entered Into By and Between Alan B. Miller and Bay Area Bank5 10.4 # Employment Agreement Between John O. Brooks, Bay Area Bancshares and Bay Area Bank dated as of September 2, 19925 10.8 # 1993 Stock Option Plan6 10.9 # Forms of Stock Option Agreements6 10.11 #Director Emeritus Agreement Bay Area Bank and James E. Burney dated March 21, 1995 (filed with original Form 10-K). 10.12 #Director Emeritus Agreement Bay Area Bank and Alan Miller dated May 16, 1995 (filed with original Form 10-K). 3 10.13 Commercial Lease between Nine C Corporation dated June 30, 1995 for the Bank's primary facility (filed with original Form 10-K). 10.14 Commercial Lease between Nine C Corporation dated November 30, 1995 for the Bank's Mortgage Department (filed with original Form 10-K). 22 The only significant subsidiary of the Company is Bay Area Bank--100%-owned subsidiary incorporated in the State of California. Bay Area Bank owns 100% of Bay Counties Builders Escrow, Inc., an inactive California corporation. 23 Consent of Ernst & Young LLP (filed with this amendment). 27 Financial Data Schedule (filed with this amendment). - ------------------- 1 Filed as Exhibits 3.1, to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1988. 2 Filed as Exhibit 3.2 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1989. 3 Filed as Exhibits 3.2, and 3.3, respectively, to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1987. 4 Filed as Exhibits 4.1, to the Company's Current Report on Form 8-K filed September 15, 1988. 5 Filed as Exhibits 10.4 and 10.5, respectively, to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1991. 6 Filed as Exhibits 10.8, 10.9 and 10.10 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1993. (b) Reports on Form 8-K. No reports on Form 8-K were filed during the fourth quarter. 4 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: March 29, 1996 BAY AREA BANCSHARES By /s/ John O. Brooks John O. Brooks, Director, Executive Vice President Chief Operating Officer 5 EX-23 2 EXHIBIT 23 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration STatement Number 33-78942 on Form S-8 dated April 26, 1994 pertaining to the Bay Area Bancshares 1993 Stock Option Plan of our report dated January 19, 1996, with respect to the consolidated financial statements of Bay Area Bancshares included in its Annual Report on Form 10-K for the year ended December 31, 1995. /s/ Ernst & Young LLP San Francisco, California March 27, 1996 EX-27 3 EXHIBIT 27
9 This Schedule contains summary financial information extracted from the Balance Sheet and Statement of Income and is qualified in its entirety by reference to such financial statements. 1,000 Year DEC-31-1995 DEC-31-1995 8,276 103 9,800 0 3,111 10,133 10,269 59,981 1,516 93,815 83,979 1,000 758 0 0 10 4,053 4,015 93,815 6,292 651 564 7,507 2,223 2,223 5,284 210 (016) 5,556 2,050 2,050 0 0 1,211 1.37 1.31 10.30 470 025 0 0 1,505 233 034 1,516 1,516 0 0
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