-----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, EC4EQHXFt3V5VfHO48S4Su0BOQYy4j0ujb/SLzRXCEtCTWt9dD+SF6Uxo+tjogT5 wb7ziVne8KkS8E80QSjtcg== 0001047469-99-013365.txt : 19990405 0001047469-99-013365.hdr.sgml : 19990405 ACCESSION NUMBER: 0001047469-99-013365 CONFORMED SUBMISSION TYPE: 10KSB/A PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990402 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL MERCANTILE BANCORP CENTRAL INDEX KEY: 0000714801 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 953819685 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10KSB/A SEC ACT: SEC FILE NUMBER: 001-13015 FILM NUMBER: 99586257 BUSINESS ADDRESS: STREET 1: 1840 CENTURY PARK EAST CITY: LOS ANGELES STATE: CA ZIP: 90067 BUSINESS PHONE: 3102772265 MAIL ADDRESS: STREET 1: 1840 CENTURY PARK EAST CITY: LOS ANGELES STATE: CA ZIP: 90067 10KSB/A 1 10KSB/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------------- FORM 10-KSB/A ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE YEAR ENDED DECEMBER 31, 1998 COMMISSION FILE NUMBER 0-15982 NATIONAL MERCANTILE BANCORP (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) CALIFORNIA (State or other jurisdiction of incorporation or organization) 1840 CENTURY PARK EAST LOS ANGELES, CALIFORNIA (Address of principal executive offices) 95-3819685 (I.R.S. Employer Identification No.) 90067 (Zip Code) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (310) 277-2265 NO SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: COMMON STOCK, NO PAR VALUE SERIES A NONCUMULATIVE CONVERTIBLE PERPETUAL PREFERRED STOCK (TITLE OF CLASS) 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. /X/ Yes / / 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 registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB. The aggregate market value of the voting common equity held by non-affiliates of the registrant, based upon the closing sale price of its Common Stock as reported by the National Association of Securities Dealers Automated Quotation System on March 15, 1999, was approximately $2,682,734. The number of shares of Common Stock, no par value, of the registrant outstanding as of March 15, 1999 was 677,048. DOCUMENTS INCORPORATED BY REFERENCE: Certain portions of the Company's Proxy Statement to be filed with the Commission pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 in connection with the Company's 1999 Annual Meeting of Shareholders are incorporated by reference in Part III, Items 10-13 of this Annual Report on Form 10-KSB. THIS REPORT INCLUDES A TOTAL OF 4 PAGES INDEX TO EXHIBITS ON PAGE 3 PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K (a) The following documents have been filed as part of this report: 1. FINANCIAL STATEMENTS
Page ---- Reports of Independent Public Accountants ........................................................ 46 Consolidated Balance Sheets at December 31, 1998 and 1997 ........................................ 47 Consolidated Statements of Operations for the years ended December 31, 1998, 1997, and 1996 ...... 48 Consolidated Statements of Changes in Shareholders' Equity for the years ended December 31, 1998, 1997 and 1996 .......................................................................... 49 Consolidated Statements of Cash Flows for the years ended December 31, 1998, 1997 and 1996 ....... 50 Notes to Consolidated Financial Statements for the three years ended December 31, 1998 ........... 51
2. FINANCIAL STATEMENT SCHEDULES None. (b) Reports on Form 8-K Filed November 6, 1998 relating to Item 9 (c) Exhibits See Index to Exhibits on page E-1 of this Report on Form 10-KSB (d) See Item 14(a) above. INDEX TO EXHIBITS EXHIBIT NO. - ------- 3.1 Amended and Restated Articles of Incorporation, dated June 20, 1997 (1) 3.2 Bylaws of the Company, as amended, restated as of December 18, 1992 (2) 10.1 Employment Agreement and Addendum dated June 21, 1996 between Mercantile National Bank and Scott A. Montgomery (3) 10.2 Amendment No. 2 to Employment Agreement dated December 20, 1996 between Mercantile National Bank and Scott A. Montgomery (1) 10.3 Letter Agreement dated June 5, 1996 between Mercantile National Bank and Carol A. Ward (3) 10.4 Letter Agreement dated July 17, 1996 between Mercantile National Bank and Joseph W. Kiley III (4) 10.5 Form of Indemnity Agreement between the Company and its directors (5) 10.6 First Floor Lease at 1840 Century Park East, Los Angeles, California, dated as of December 21, 1982 between Northrop Corporation and Mercantile National Bank (2) 10.7 Second Floor Lease at 1840 Century Park East, Los Angeles, California, dated as of December 21, 1982 between Northrop Corporation and Mercantile National Bank for space at 1840 Century Park East, Los Angeles, California, as amended by Amendment to Second Floor Lease dated as of June 7, 1986, and as amended by Second Amendment to Second Floor Lease dated as of December 18, 1992 between California State Teachers' Retirement System and Mercantile National Bank (2) 10.8 Lease Restructure Agreement dated December 31, 1995 by and between California State Teachers' Retirement System and Mercantile National Bank (6) 10.9 Warrant Agreement dated December 31, 1995 by and between the Company and California State Teachers' Retirement System (6) 10.10 Registration Rights Agreement dated December 31, 1995 by and between the Company and California State Teachers' Retirement System (6) 10.11 Warrant Agreement dated April 30, 1996 between the Company and U.S. Stock Transfer Corporation (3) 10.12 National Mercantile Bancorp 1983 Stock Option Plan, as amended March 22, 1991 (7) 10.13 Form of Stock Option Agreement under the 1983 Stock Option Plan (2) 10.14 National Mercantile Bancorp 1990 Stock Option Plan (8) 10.15 Form of Stock Option Agreement under the 1990 Stock Option Plan (2) 10.16 National Mercantile Bancorp 1994 Stock Option Plan (9) 10.17 Form of Stock Option Agreement under the 1994 Stock Option Plan (10) 10.18 National Mercantile Bancorp 1996 Stock Incentive Plan (11) 10.19 National Mercantile Bancorp amended 1996 Stock Incentive Plan (12) 10.20 Form of Stock Option Agreement under the 1996 Stock Incentive Plan (11) 10.21 Registration Rights Agreement between the Company and Conrad Company (13) 10.22 Registration Rights Agreement between the Company and Wildwood Enterprises Inc. Profit Sharing Plan and Trust (13) 10.23 Bank Service Agreement dated April 21, 1997 between RH Investment Corporation and Mercantile National Bank (1) 10.24 Investment Management Agreement dated December 1, 1997 between Mercantile National Bank and Windsor Financial Group, Inc (1) 11. Statement regarding computation of per share earnings (see "Note 1--Summary of Significant Accounting Policies--Earnings (Loss) Per Share"--of the "Notes to the Consolidated Financial Statements" in "Item 8. Financial Statements" in this Annual Report on Form 10-KSB) 21. Subsidiaries of the Registrant 23. Consents of Arthur Andersen LLP and Deloitte & Touche LLP, Independent Auditors 27. Financial Data Schedule - ------------- (1) Filed as an exhibit to the Company's Annual Report on Form 10-K for the year ended December 31, 1997. (2) Filed as an exhibit to the Company's Annual Report on Form 10-K for the year ended December 31, 1992 and incorporated herein by reference. (3) Filed as an exhibit to the Company's Report on Form 10-Q for the quarter ended June 30, 1996 and incorporated herein by reference. (4) Filed as an exhibit to the Company's Report on Form 10-Q for the quarter ended September 30, 1996 and incorporated herein by reference. (5) Filed as an exhibit to Company's Annual Report on Form 10-K for the year ended December 31, 1990 and incorporated herein by reference. (6) Filed as an exhibit to the Company's Annual Report on Form 10-K for the year ended December 31, 1995 and incorporated herein by reference. (7) Filed as an exhibit to the Company's Annual Report on Form 10-K for the year ended December 31, 1991 and incorporated herein by reference. (8) Filed as an exhibit to the Company's Proxy Statement dated May 24, 1990 and incorporated herein by reference. Filed as an exhibit to the Company's Proxy Statement dated April 18, 1994 Filed as an exhibit to the Company's Annual Report on Form 10-K for the year ended December 31, 1994 and incorporated herein by reference. (11) Filed as an exhibit to the Company's Registration Statement on Form S-8 dated August 7, 1997 and incorporated herein by reference. (12) Filed as an exhibit to the Company's Report on Form 10-Q for the quarter ended March 31, 1998. (13) Filed as an exhibit to the Company's Registration Statement on Form S-2 dated February 10, 1997 and amendments there to add incorporated herein by reference. EX-21 2 EXHIBIT 21 Exhibit 21 Subsidiaries of the Registrant Mercantile National Bank 1840 Century Park East Los Angeles, California 90067 EX-23 3 EXHIBIT 23 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS ----------------------------------------- As independent public accountants, we hereby consent to the incorporation of our report included in this Form 10-KSB/A, into the Company's previously filed 1990 Stock Option Plan Registration Statement File No. 333-33139, 1994 Stock Option Plan Registration Statement File No. 33-94828 and 1996 Stock Incentive Plan Registration Statement File No.'s 333-33095 and 333-59667. Arthur Andersen LLP Los Angeles, California March 25, 1999 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in Registration Statements No. 333-33139, 33-94828, 333-33095 and 333-59667 of National Mercantile Bancorp on Form S-8 of our report dated January 23, 1998, appearing in this Annual Report on Form 10-KSB/A of National Mercantile Bancorp for the year ended December 31, 1998. DELOITTE & TOUCHE LLP Los Angeles, California March 26, 1999 EX-27 4 EXHIBIT 27
9 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM NATIONAL MERCANTILE BANCORP CONSOLIDATED BALANCE SHEETS, STATEMENTS OF OPERATIONS, SHAREHOLDERS' EQUITY AND VARIOUS SCHEDULES FOR THE YEAR ENDED DECEMBER 31, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 YEAR DEC-31-1998 JAN-01-1998 DEC-31-1998 5,405 0 6,800 0 71,849 0 0 56,972 2,144 141,623 106,972 5,800 1,093 14,500 0 7,350 24,613 (18,705) 141,623 5,937 3,349 795 10,081 2,833 3,485 6,596 0 39 6,798 653 645 0 0 645 0.95 0.25 5.18 1,505 0 0 41 2,023 407 528 2,144 1,359 0 785
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