-----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, R0htvqQ1pMhdx5w+OfYXHqoZO4jcj8fRJs7GlGA+X/7ZpGz3jqLB5uUcLxwkSyGy kpH5MENN/unI3I7ByQv8BA== 0000892569-96-000454.txt : 19960430 0000892569-96-000454.hdr.sgml : 19960430 ACCESSION NUMBER: 0000892569-96-000454 CONFORMED SUBMISSION TYPE: 10-K405/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960429 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMBANCORP CENTRAL INDEX KEY: 0000741316 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 953737171 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K405/A SEC ACT: SEC FILE NUMBER: 000-15984 FILM NUMBER: 96552646 BUSINESS ADDRESS: STREET 1: 6001 E WASHINGTON BLVD CITY: CITY OF COMMERCE STATE: CA ZIP: 90040 BUSINESS PHONE: 2137248800 MAIL ADDRESS: STREET 1: PO BOX 911070 STREET 2: 6001 E WASHINGTON BLVD CITY: CITY OF COMMERCE STATE: CA ZIP: 90091 10-K405/A 1 AMEND. #1 TO FORM 10-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A AMENDMENT NO. 1 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995 COMMISSION FILE NUMBER 0-15984 - ------------------------------------------- ------------------------------ COMBANCORP - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) CALIFORNIA 95-3737171 - -------------------------------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 6001 E. WASHINGTON BLVD., CITY OF COMMERCE, CA 90040 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (213) 724-8800 - -------------------------------------------------------------------------------- Securities registered pursuant to Section 12(b) of the Act: NONE Securities registered pursuant to Section 12(g) of the Act: COMMON STOCK, NO PAR VALUE 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 ANY AMENDMENT TO THIS FORM 10-K. [X] As of March 22, 1996, there were 565,789 shares of Common Stock, no par value, issued and outstanding, and the aggregate market value of the Common Stock, based on the average bid and asked prices, quoted by the National Quotation Bureau, Inc., held by non-affiliates of the registrant was approximately $3,513,125. Solely for purposes of this calculation, all directors and officers were excluded as affiliates of the registrant. 1 2 ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT. The following is a summary of certain information regarding the directors and executive officers of the Company.
Director Director Age Since Principal Occupation -------- --- ------- -------------------- Richard F. Demerjian 60 1982 Mr. Demerjian has been Chairman of the Board of the Company and the Bank, and Chief Executive Officer of the Company since their respective organization, and President and Chief Executive Officer of the Bank since June 1, 1987. From May 1984 to January 1987, he also was Chairman of the Board and Chief Executive Officer of Heath & Company, a national electrical sign manufacturer. Prior thereto, Mr. Demerjian was President and sole shareholder of Luminart Neon Company, Inc. He is a member of the Rotary Club of Montebello, past Chairman of the Board of the Montebello Chamber of Commerce and currently serves on the Board of Directors of the Beverly Community Hospital Association and Montebello Community Health Services, Inc. Robert L. Glover 55 1994 Mr. Glover has been President, director and a principal shareholder of Alea, Inc., d/b/a Bettermade Plastics, a plastics and other disposable products master distributor in Los Angeles, California since 1974. Mr. Glover holds a Bachelor of Arts degree from Columbia College of Chicago, Los Angeles, California. Jack Minasian 68 1982 Mr. Minasian has been principal shareholder of Metropolitan Waste Disposal Company, Inc., Montebello, California, since 1953, and is currently Chairman of the Board.
2 3 James C. Oppenheim 50 1982 Mr. Oppenheim has been President and sole shareholder of Oppenheim Insurance Agency, Inc., Sylmar, California, since 1970. He is also Chief Executive Officer of Compensation Control, Inc., COMTRAC, Inc., ICH, Inc., and GOP Investments, Inc. Mr. Oppenheim attended Pierce College and Los Angeles Valley College. He is a member of the Professional Insurance Agents. Phillip J. Pace 60 1989 Mr. Pace has been President and owner of Pace Development Company, a real estate management company, since 1965, and is also currently Chairman of the Board, President and principal shareholder of Pace Land & Development Company, Inc., a general contractor in Montebello, California. He holds an Associates of Arts degree from East Los Angeles College, Los Angeles, California. Mr. Pace is a member of the Rotary Club and a past Chairman of the Board of the Montebello Chamber of Commerce. He was also founder and director of Golden Security Thrift & Loan Association, Alhambra, California, and was elected to three terms as Treasurer of the City of Montebello. Richard J. Strayer 47 1992 Mr. Strayer is President and sole shareholder of Strayer & Associates, Inc., a bookkeeping service located in Downey, California. Mr. Strayer has held this position since 1972. Mr. Strayer is a member and past President of the Bell-Maywood Toastmaster Club, the San Gabriel Chapter Inland Society of Tax Consultants and is a member of the National Society of Public Accountants and the National Association of Enrolled Agents.
3 4 Esther G. Wilson 58 1986 Ms. Wilson has been Chief Financial Officer of the Company since May 1985, Secretary of the Company since 1991, and Senior Vice President and Cashier of the Bank since October 1982. She also has served as Secretary of the Bank since 1986. Prior to joining the Bank, Ms. Wilson was employed by Lloyds Bank California for over 23 years, serving from 1973 to 1982 as Vice President and Regional Operations Supervisor. Ms. Wilson holds a Graduate Certificate from the Colorado School of Banking at the University of Colorado.
In addition to the above individuals, the following person is considered an executive officer of the Company: Hugh Waddell 56 Mr. Waddell joined Commerce National Bank on May 25, 1994 as its Senior Vice President and Credit Administrator. Mr. Waddell has over 32 years of experience in all phases of community banking. Prior to joining the Bank, Mr. Waddell served as Executive Vice President for nine years with Western Security Bank in Burbank.
4 5 ITEM 11. EXECUTIVE COMPENSATION. Summary Compensation Table - -------------------------- No executive officer of the Company earned cash compensation during the year ended December 31, 1995, except in his or her capacity as an executive officer of the Bank, and except for director's fees paid by the Bank to its Board of Directors. The following table sets forth a comprehensive overview of the compensation of the Company's Executive Officers during 1995 and comparative data for the previous two fiscal years. The Named Executive Officers of the Company received salary and bonus in excess of $100,000 during 1995.
Long Term Annual Compensation Compensation ----------------------- ------------ Name and Salary Bonus Options Principal Positions Year $ $ # ------------------- ---- ------- ------ ------------ Richard F. Demerjian 1995 151,505 20,000 - Chairman, Chief Executive 1994 127,692 25,000 - Officer and President of the 1993 127,692 2,456 18,750 Company and the Bank Esther G. Wilson 1995 98,817 12,000 - Chief Financial Officer of the 1994 81,005 15,000 - Company, and Senior Vice 1993 81,005 1,558 12,750 President, Cashier and Secretary of the Bank
Aggregated Option Exercises and Year-End Option Value Table - ----------------------------------------------------------- The following table sets forth the number and value of options held by the Named Executive Officers at December 31, 1995. No stock options or stock appreciation rights were exercised by the Executive Officers during 1995.
Value of Unexercised Number of Unexercised In-the-Money Options Options at Year-End at Year-End(1) ------------------------- ------------------------- Name Exercisable/Unexercisable Exercisable/Unexercisable ---- ------------------------- ------------------------- Richard F. Demerjian 18,750 / 0 $42,188 / $0 Esther G. Wilson 12,750 / 0 $28,688 / $0
- ------------- (1) $9.25 per share at December 31, 1995 5 6 Compensation of Directors - ------------------------- Directors of the Company do not receive director's fees for attendance at Company Board meetings. However, each non-employee director of the Company who also served on the Board of Directors of the Bank during 1995 received director's fees of $750 from the Bank per regular Board meeting attended. Each non-employee director of the Bank received an additional fee of $250 for each month of service on the various Bank Committees when meetings were held other than at the regularly scheduled board meeting. No other agreements or arrangements exist with respect to compensation for services as a director of the Bank. Pursuant to the foregoing arrangements, the Bank paid $44,500 in aggregate compensation to directors during 1995. 6 7 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT. Security Ownership of Certain Beneficial Owners - ----------------------------------------------- Management knows of no person who, as of March 31, 1996, beneficially owned in excess of five percent (5%) of the outstanding Common Stock of the Company, except for the persons who, as of such date, beneficially owned in excess of five percent (5%) of the Company's Common Stock identified elsewhere herein (see "ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT -- Security Ownership of Management") and the persons identified in the following table:
Common Stock Beneficially Owned as of March 31, 1996 ------------------------------- Number of Shares Percent ---------------- ------- Adelle N. Soffa(1) 45,936 8.1% Edith Sugden(2) 44,503 7.9%
- --------------- (1) The business address of Mrs. Soffa is 5901 Corvette Street, City of Commerce, California 90040. (2) Mrs. Sugden's business address is 6832 Foster Bridge Road, Bell Gardens, California 90201. 7 8 Security Ownership of Management - -------------------------------- The following table sets forth certain information regarding the beneficial ownership of the Company's Common Stock as of March 31, 1996 by each director of the Company, and by all directors and executive officers(1) of the Company as a group.
Common Stock Beneficially Owned as of March 31, 1996 ------------------------------- Number of Shares Percent ---------- ------- Richard F. Demerjian 60,522(2) 10.4% Robert L. Glover 43,175(3) 7.6% Jack Minasian 21,500(3) 3.8% James C. Oppenheim 22,291(4) 3.9% Phillip J. Pace 48,546(3) 8.5% Richard J. Strayer 8,850(3) 1.6% Esther G. Wilson 15,655(5) 2.7% All directors and executive officers as a group (8 persons including those listed above) 220,539(6) 35.5% - ------------------------
(1) As used herein, the term "executive officer" means the Chairman/Chief Executive Officer and Senior Vice President/Chief Financial Officer of the Company, and the Senior Vice President/Senior Credit Officer of the Bank. (2) Includes 625 shares owned by Mr. Demerjian's wife, 4,519 shares allocated to Mr. Demerjian's account and held in trust under the Company's Employee Stock Ownership Plan (the "ESOP") and 18,750 shares which may be acquired within 60 days through the exercise of outstanding options. Mr. Demerjian disclaims any beneficial interest in the shares owned by his wife. Mr. Demerjian's business address is the same as that of the Company. (3) Includes 5,000 shares which may be acquired within 60 days through the exercise of outstanding options. (4) Includes 125 shares owned by Oppenheim Insurance Agency, Inc., of which Mr. Oppenheim is President, director and principal shareholder, and 5,000 shares which may be acquired within 60 days through the exercise of outstanding options. (5) Includes 3,030 shares allocated to Ms. Wilson's account and held in trust under the ESOP, and 12,500 shares which may be acquired within 60 days through the exercise of outstanding options. (6) Includes an aggregate of 7,549 shares held in trust under the ESOP and 56,250 shares which may be acquired within 60 days through the exercise of outstanding options. 8 9 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Certain officers and directors of the Company, and their affiliates, borrowed funds from the Bank during 1995. All the loans were made in the ordinary course of business on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons, and did not involve more than the normal risk of collectibility or present other unfavorable features. At December 31, 1995, loans to officers and directors totaled approximately $892,000. The Bank leases the Montebello branch facility from a company owned by Phillip J. Pace, a director of the Company, at a monthly rate of $5,190 plus normal repairs and maintenance, property taxes and insurance. Lease expense for all operating leases was $73,000 in 1995, substantially all of which was paid to the related party. During the year ended December 31, 1995, the Company paid to a company controlled by James C. Oppenheim, a director of the Company, approximately $60,000 for insurance premiums. It is the opinion of management of the Company that such transactions were no less favorable to the Company than those which could have been obtained from persons not affiliated with the Company. 9 10 SIGNATURES Pursuant to the requirement 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. COMBANCORP Date: April 26, 1996 By: /s/ ESTHER G. WILSON ------------------------- Esther G. Wilson Chief Financial Officer 10 -----END PRIVACY-ENHANCED MESSAGE-----