-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, CQB6PPiDi+/ErZqYKTvNPEqmUS6Cik4tPrPpZThbTg4zYaakOMo8amQ0jjjIqZTa OePdEdfqO6eWnM1e+JjlpA== 0000898430-95-000886.txt : 19950516 0000898430-95-000886.hdr.sgml : 19950516 ACCESSION NUMBER: 0000898430-95-000886 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19941231 FILED AS OF DATE: 19950515 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CALIFORNIA COMMERCIAL BANKSHARES CENTRAL INDEX KEY: 0000704886 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 953819471 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 002-78788 FILM NUMBER: 95539507 BUSINESS ADDRESS: STREET 1: 4100 NEWPORT PLACE CITY: NEWPORT BEACH STATE: CA ZIP: 92660 BUSINESS PHONE: 7148632300 MAIL ADDRESS: STREET 1: 4100 NEWPORT PLACE CITY: NEWPORT BEACH STATE: CA ZIP: 92660 10-K/A 1 FORM 10-K/A 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 12/31/94 [_] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the transition period___________to_____________ COMMISSION FILE NUMBER 2-78788 CALIFORNIA COMMERCIAL BANKSHARES (Exact name of registrant as specified in its charter) CALIFORNIA 93-3748495 ---------- ---------- (State or other jurisdiction of (IRS Employer Identification No.) incorporation or organization) 4100 NEWPORT PLACE, NEWPORT BEACH, CALIFORNIA 92660 --------------------------------------------- ----- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (714) 863-2300 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 the 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. No applicable. The aggregate market value of voting stock held by non-affiliates of the registrant was $7,482,998 on March 7, 1995, based on the average bid and asked price of $5.25 share as reported on the National Daily Quotation Service "Pink Sheets". 2,425,000 (Number of shares of Common Stock outstanding as of March 13, 1995) The Exhibit Index is located on Page The total number of sequentially numbered pages is ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT. The shares of the Company's Common Stock constitute the only class of voting securities of the Company. As of March 13, 1995 there were 2,425,000 shares of common stock outstanding an entitled to vote. As of March 13, 1995, there were approximately 306 shareholders of record. Set forth in the table on the following page is certain information regarding persons who according to the Company's records own more than five percent of the voting securities of the Company as of March 13, 1995, each director of the Company and all directors and officers of the Company as a group. Title Name and Address Amount and Nature Percent of Beneficial of Beneficial of Class Owner Ownership(1) Class Common Stock *Phillip L. Bush 113,137(2) 4.9% (no par value) 10061 Talbert Ave. Fountain Valley, CA 92708 Common Stock *Michael J. Gertner 45,342(3) 1.9% (no par value) 4340 Campus Drive, Ste. 100 Newport Beach, CA 92660 Common Stock *James W. Hamilton 73,244(3) 3.0% (no par value) 695 Town Center Drive Costa Mesa, CA 92626 Common Stock *Farrell G. Hinkle 129,095(4) 5.3% (no par value) 2740 South Bristol Santa Ana, CA 92704 Common Stock *William H. Jacoby 209,996(5) 8.5% (no par value) 4100 Newport Place Newport Beach, CA 92660 Common Stock *Robert McKay 528,503 21.8% (no par value) 4100 Newport Place Newport Beach, CA 92660 Common Stock *Mark H. Stuenkel 47,902(6) 1.9% (no par value) 4100 Newport Place Newport Beach, CA 92660 Common Stock All Directors and 1,229,571(7) 46.7% (no par value) Officers as a Group (19 in Number) Common Stock Randall Rose & Co. 180,008 7.4% (no par value) 635 Madison Ave. New York, NY 1022 *Director of the Company 2 ITEM 12. (CONTINUED) (1) Except as otherwise indicated, each of the persons named in the table has sole power to vote and dispose of his shares of the Company's Common Stock, subject to community property laws where applicable. (2) Includes 15,000 shares of the Company's Common Stock which may be purchased on the exercise of stock options. (3) Includes 17,447 shares of the Company's Common Stock which may be purchased on the exercise of stock options. (4) Includes 4,347 shares of the Company's Common Stock which may be purchased on the exercise of stock options. (5) Includes 34,455 shares of the Company's Common Stock which may be purchased on the exercise of stock options. (6) Includes 38,250 shares of the Company's Common Stock which may be purchased on the exercise of stock options. (7) Includes an aggregate of 205,446 shares of the Company's Common Stock which may be purchased on the exercise of stock options. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. The Bank has had, and expect to have in the future, banking transactions in the ordinary course of its business with directors, principal shareholders and their associates on the same terms, including interest rates and collateral securing loans, as those prevailing at the time for comparable transations with unaffiliated persons, and which do not involve more than a normal risk of collectibility, nor present other unfavorable features. Please refer to Note 7 (Borrowing Arrangements) of Item 8 (Financial Statements) regarding the Support Agreement between a director/shareholder, Robert L. McKay, and the Company, and the related compensations paid currently or which will be paid in the future by the Company. 3 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. CALIFORNIA COMMERCIAL BANKSHARES BY: /s/ William H. Jacoby ------------------------------------ May 11, 1995 WILLIAM H. JACOBY PRESIDENT AND CHIEF EXECUTIVE OFFICER 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 date indicated: /s/ Phillip L. Bush - ---------------------------------------- May 11, 1995 PHILLIP L. BUSH DIRECTOR/SECRETARY /s/ Michael J. Gertner - ---------------------------------------- May 11, 1995 MICHAEL J. GERTNER DIRECTOR/TREASURER /s/ James W. Hamilton - ---------------------------------------- May 11, 1995 JAMES W. HAMILTON DIRECTOR /s/ Farrell G. Hinkle - ---------------------------------------- May 11, 1995 FARRELL G. HINKLE DIRECTOR /s/ William H. Jacoby - ---------------------------------------- May 11, 1995 WILLIAM H. JACOBY DIRECTOR/PRESIDENT, C.E.O. /s/ Robert L. McKay - ---------------------------------------- May 11, 1995 ROBERT L. McKAY DIRECTOR/CHAIRMAN OF THE BOARD /s/ Mark H. Stuenkel - ---------------------------------------- May 11, 1995 MARK H. STUENKEL EXECUTIVE VICE PRESIDENT /s/ Abdul S. Memon - ---------------------------------------- May 11, 1995 ABDUL S. MEMON PRINCIPAL FINANCIAL & ACCOUNTING OFFICER 4 -----END PRIVACY-ENHANCED MESSAGE-----