-----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, F+E+6DcnzxE1QyAedTp5GPB/oU/p8Va3PcbMtQERl/zA7z5w51FiGa8+8IvFQlUj ayYIAnhQF/+UaYE300xLNg== 0000861842-05-000019.txt : 20051219 0000861842-05-000019.hdr.sgml : 20051219 20051219132340 ACCESSION NUMBER: 0000861842-05-000019 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051219 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051219 DATE AS OF CHANGE: 20051219 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CATHAY GENERAL BANCORP CENTRAL INDEX KEY: 0000861842 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 954274680 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31830 FILM NUMBER: 051271928 BUSINESS ADDRESS: STREET 1: 777 N BROADWAY CITY: LOS ANGELES STATE: CA ZIP: 90012 BUSINESS PHONE: 2136254700 MAIL ADDRESS: STREET 1: 777 NORTH BROADWAY CITY: LOS ANGELES STATE: CA ZIP: 90012 FORMER COMPANY: FORMER CONFORMED NAME: CATHAY BANCORP INC DATE OF NAME CHANGE: 19930328 8-K 1 form_12192005.htm

____________________________________________________________________

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

_________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): December 19, 2005

 

CATHAY GENERAL BANCORP
(Exact name of registrant as specified in its charter)

 

Delaware

 

0-18630

 

95-4274680

(State or other jurisdiction of incorporation)

 

(Commission File Number)

 

(IRS Employer Identification No.)

777 North Broadway, Los Angeles, California 90012
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code:     (213) 625-4700

Not Applicable

(Former name or former address, if changed since last report)

        Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]  Pre-commencement communications pursuant to Rule 14d-2(d) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 8.01    Other Events

        On December 19, 2005, Cathay General Bancorp announced in a press release that it has received regulatory approval from the New York State Banking Department to acquire up to 100% of the outstanding stock of Great Eastern Bank.  That press release is attached hereto as Exhibit 99.1.

 

Item 9.01    Financial Statements and Exhibits

(c)    Exhibits

        99.1    Press Release of Cathay General Bancorp dated December 19, 2005.

 

 

SIGNATURE

        Pursuant to the requirements 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: December 19, 2005

                                                                                            CATHAY GENERAL BANCORP

                                                                                            By:  /s/ Heng W. Chen                            

                                                                                                   Heng W. Chen

                                                                                                   Executive Vice President and Chief

                                                                                                   Financial Officer

 

 

 

 

 

EXHIBIT INDEX

 

Number        Exhibit

 

99.1             Press Release of Cathay General Bancorp dated December 19, 2005.

 

EX-99.1 2 release_121905.htm Exhibit 99

Exhibit 99.1

FOR IMMEDIATE RELEASE

For:  Cathay General Bancorp                                                                                  Contact: Heng W. Chen
         777 N. Broadway                                                                                                         (213) 625-4752
         Los Angeles, CA 90012 


Cathay General Bancorp Receives New York State Banking Department

Approval to Acquire Great Eastern Bank Stock - - 

All Required Regulatory Approvals to the Acquisition Have Now Been Obtained



        Los Angeles, Calif., December 19: Cathay General Bancorp (the "Company", NASDAQ: CATY), the holding company for Cathay Bank, today announced that it has received regulatory approval from the New York State Banking Department to acquire up to 100% of the outstanding stock of Great Eastern Bank. The Company had earlier received the approval of the Board of Governors of the Federal Reserve, and has now obtained all required regulatory approvals to acquire up to 100% of the outstanding stock of Great Eastern Bank.

        "We are very pleased that we have received all of the regulatory approvals needed to acquire Great Eastern's stock," said Mr. Dunson K. Cheng, Chairman of the Board, President, and Chief Executive Officer of the Company. "Our proposal would provide all shareholders of Great Eastern Bank with greater value and more certainty than the contemplated UCBH transaction and is not subject to the regulatory and stock market uncertainties inherent in that deal. We are hopeful that the Great Eastern Bank board will now conclude that our proposal is superior to the UCBH transaction."

 

        Under the Company's previously announced proposal, the Company would be willing to pay $5 per share more than Great Eastern Bank's announced transaction with UCBH Holdings, Inc., up to $65 per Great Eastern Bank share and subject to the same purchase price adjustments contained in Great Eastern Bank's agreement with UCBH and reduced by the amount of any break-up or similar fee that Great Eastern Bank might be required to pay to UCBH. The Company's proposal for 100% of the outstanding shares of Great Eastern Bank contemplates payment of the same consideration to all shareholders, including shareholders who had granted the Company options. In addition, the Company has also previously announced that it would be willing to enter into a transaction agreement with Great Eastern Bank that would provide shareholders of Great Eastern Bank with a greater certainty of consummation than the agreement between Great Eastern Bank and UCBH and on other more favorable terms. 

 

        The Company has exercised its rights to purchase approximately 41% of the outstanding shares of Great Eastern Bank and has informed Great Eastern Bank that the Company will not vote in favor of the current transaction between Great Eastern Bank and UCBH, which requires the approval of 66 2/3rds of Great Eastern Bank's shareholders. 

 

ABOUT CATHAY GENERAL BANCORP

        Cathay General Bancorp is the holding company for Cathay Bank, a California state-chartered bank. Founded in 1962, Cathay Bank offers a wide range of financial services. Cathay Bank currently operates twenty-nine branches in California, four branches in New York State, one in Massachusetts, one in Houston, Texas, one in Washington State, and representative offices in Taipei, Hong Kong, and Shanghai. Cathay Bank's website is found at http://www.cathaybank.com/.

FORWARD-LOOKING STATEMENTS AND OTHER NOTICES

        Statements made in this news release, other than statements of historical fact, are forward-looking statements within the meaning of the applicable provisions of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts included in this news release are forward-looking statements. Forward-looking statements are not guarantees. They involve known and unknown risks, uncertainties, and other factors that may cause the actual results, performance, or achievements, of Cathay General Bancorp to be materially different from any future results, performance, or achievements expressed or implied by such forward-looking statements. Such risks and uncertainties and other factors include, but are not limited to, adverse developments or conditions related to or arising from: the company's ability to successfully consummate a transaction with Great Eastern Bank or realize the benefits of such a transaction if consummated. These and other factors are further described in Cathay General Bancorp's Annual Report on Form 10-K for the year ended December 31, 2004, its reports and registration statements filed (including those filed by GBC Bancorp prior to its merger with Cathay General Bancorp) with the Securities and Exchange Commission ("SEC") and other filings it makes in the future with the SEC from time to time. All forward-looking statements speak only as of the date of this news release. Cathay General Bancorp has no intention and undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise or to publicly announce the results of any revision of any forward-looking statement to reflect future developments or events. There can be no guarantee that any transaction between Cathay General Bancorp and Great Eastern Bank will occur. 

        Cathay General Bancorp's filings with the SEC are available to the public from commercial document retrieval services and at the website maintained by the SEC at http://www.sec.gov, or by request directed to Cathay General Bancorp, 777 N. Broadway, Los Angeles, CA 90012, Attention: Investor Relations (213) 625-4749.

ADDITIONAL INFORMATION 

        Subject to future developments, Cathay General Bancorp may file with the United States Securities and Exchange Commission a registration statement to register the Cathay General Bancorp shares which would be issued in the proposed transaction. Investors and security holders are urged to read the registration statement (when and if available) and any other relevant documents filed with the Commission, as well as any amendments or supplements to those documents, because they will contain important information. Investors and security holders may obtain a free copy of the registration statement (when and if available) and other relevant documents at the Commission's Internet web site at www.sec.gov. The registration statement (when and if available) and such other documents may also be obtained free of charge from Cathay General Bancorp by directing such request to: Cathay General Bancorp, 777 N. Broadway, Los Angeles, CA 90012, Attention: Investor Relations (213) 625- 4749.

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