-----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, t0SPe7SdjgXiqCJ1KWBxJrZ3TnVMRnPD7CFfoNq/i+GyWDUJOjjv26ucrzx3EjwY XTNoaXqEy9ZEtysciziDyQ== 0000950148-95-000165.txt : 19950415 0000950148-95-000165.hdr.sgml : 19950414 ACCESSION NUMBER: 0000950148-95-000165 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19950413 ITEM INFORMATION: Changes in control of registrant FILED AS OF DATE: 19950413 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: BKLA BANCORP CENTRAL INDEX KEY: 0000716615 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 953840703 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-12851 FILM NUMBER: 95528597 BUSINESS ADDRESS: STREET 1: 8901 SANTA MONICA BLVD CITY: WEST HOLLYWOOD STATE: CA ZIP: 90069 BUSINESS PHONE: 3105508900 MAIL ADDRESS: STREET 2: 8901 SANTA MONICA BLVD P O BOX 69740 CITY: WEST HOLLYWOOD STATE: CA ZIP: 90069 8-K 1 FORM 8-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 and 15(d) of the Securities Exchange Act of 1934 Date of Report: APRIL 13, 1995 BKLA BANCORP State or other jurisdiction of incorporation: CALIFORNIA Commission File Number: 0-12851 IRS Employer Identification Number: 95-3840703 Address of Principal executive offices: 8901 SANTA MONICA BOULEVARD, WEST HOLLYWOOD, CALIFORNIA 90069 Registrant's telephone number: (310) 550-8900 NOT APPLICABLE (Former name or former address, if changed since last report) 2 Item 1. Changes in Control of Registrant. The new controlling interest of BKLA Bancorp ("BKLA") is Investors Banking Corporation ("IBC"), a bank holding company located in Salem, Oregon. The prior controlling persons of BKLA were Arlen H. Andelson, Sherman Andelson, Mary Anne Chalker, Irving Fuller, and Warner G. Scharff, collectively. On March 29, 1995, IBC made a capital infusion in the amount of $3,028,509.00 through the purchase of 2,019,006 units of securities ("Unit"). Each Unit was comprised of two shares of BKLA's Common Stock, no par value ("Common Stock"), and one warrant, exercisable for three years after issuance, to purchase Common Stock at $.75 per share. On March 30, 1995, a second capital infusion occurred whereby IBC purchased an additional 346,874 Units for $520,311.00. As a result of the two capital infusion transactions on March 29 , 1995 and March 30, 1995, IBC purchased 4,731,760 shares of Common Stock representing 79% of the total shares issued and outstanding as of March 31, 1995. The ownership of these voting securities is the basis of control. The amount and source of consideration was $3,548,820.00 in cash for 2,365,880 Units. There were no loans or pledges obtained by IBC for the purpose of acquiring control of BKLA. There are no arrangements or understandings among the former control group and its associates on the one hand, and IBC. The only other matter that has been agreed to is that an offering of rights (Rights Offering) to purchase Common Stock for the Company's shareholders other than IBC. The Rights Offering will allow the Company's shareholders, other than IBC, to increase their collective ownership in the Company to approximately 45%. IBC will purchase any securities not purchased by the other shareholders up to a maximum of $2,000,000.00. Item 2. Acquisition or Disposition of Assets None Item 3. Bankruptcy or Receivership None Item 4. Changes in Registrant's Certifying Accountant None Page 2 3 Item 5. Other Events None Item 6. Resignations of Registrant's Directors None Item 7. Financial Statements, Pro Forma Financial Information and Exhibits a and b. Financial Statements None c. Exhibits None Item 8. Change in Fiscal Year None Page 3 4 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant had duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. BKLA BANCORP April 12, 1995 By: /s/ M.J. Burford _____________________ M.J. Burford Chairman of the Board and Chief Executive Officer Page 4 -----END PRIVACY-ENHANCED MESSAGE-----