8-K

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

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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): February 21, 2006

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 1.01        Entry into a Material Definitive Agreement
  

        On February 21, 2006, Cathay General Bancorp ("Cathay"), the holding company for Cathay Bank (the "Bank"), entered into an Agreement and Plan of Merger (the "Agreement") with Great Eastern Bank ("GEB") dated as of February 16, 2006, to acquire all the outstanding shares of GEB for $58.44 per share. As of December 31, 2005, GEB had 1,728,333 shares of its common stock outstanding.

        Pursuant to the Agreement, Cathay will commence a tender offer (the "Offer") for all of the shares of GEB for $58.44 per share, payable in cash or, at the election of the tendering shareholder, Cathay common stock. Only accredited investors will be eligible to receive shares of Cathay common stock. The Offer is conditioned on holders of at least two-thirds of the GEB shares tendering their shares into the Offer, on at least 45% of the GEB shares being tendering into the Offer by accredited investors who elect to receive Cathay common stock and on other customary conditions. If the conditions to the Offer are met, Cathay expects to close the Offer within forty-five days. 

        If the Offer is successfully consummated, GEB would become a subsidiary of Cathay immediately and would be merged with and into Cathay Bank (the "Merger") when all regulatory approvals for the merger into Cathay Bank are received and following the expiration of any applicable waiting periods. Any GEB shareholders who did not tender their shares into the Offer would receive $58.44 per share in cash in the Merger. If the Offer conditions are not met, GEB will call a shareholder meeting and submit the Merger to a vote of the GEB shareholders which will be on the same terms as the Offer, except that all holders of GEB shares may elect to receive Cathay stock. As of the date hereof, holders of more than one-third of the GEB shares have agreed to support the transaction and tender their shares into the Offer and/or vote in favor of the Merger and not to transfer their shares for twelve months. 

        Accredited investors who hold up to 60% of the GEB shares may receive Cathay shares in the Offer, subject to pro-ration such that holders of at least 45% of the GEB shares will receive Cathay shares. Additionally, if the Cathay shares are valued at less than $31.86 at closing, the transaction will also be subject to pro-ration such that holders of no more than 45% of the GEB shares will receive Cathay shares. The Cathay shares will be valued at the average of the daily closing prices during the 10 consecutive trading days preceding the 5th business day prior to the closing.

        If the Offer is consummated, the Merger would only be subject to conditions relating to regulatory approvals, absence of injunctions and governmental orders, and receipt of tax opinions. If the Offer is not consummated, the Merger would be subject to substantially the same conditions as the Offer and must also be approved by holders of two-thirds of the outstanding GEB shares. 

        The Agreement can be terminated at any time prior to completion of the Merger by mutual consent and under certain circumstances. If GEB terminates the Agreement to accept a superior proposal or Cathay terminates the Agreement because GEB commits a willful material breach (and Cathay itself is not in material breach), GEB must pay Cathay a $5,000,000 termination fee. If the Agreement is not approved by the holders of at least two-thirds of the outstanding shares of stock of GEB, and GEB consummates or agrees to consummate an alternative acquisition transaction within 18 months of the termination of the Agreement, GEB will pay to Cathay a termination fee equal to $4,500,000.

        If Cathay is unable to consummate the transaction by the specified termination date because of failure to obtain regulatory approval, Cathay must buy $5 million worth of GEB stock for $58.44 per share.

        The Agreement also contains various other customary covenants and agreements of the parties, including with respect to: regulatory approvals, access to information, preparing of Offer and Merger materials and prohibitions on GEB soliciting alternative transactions. 

        On February 21, 2006, Cathay and GEB jointly issued the press release furnished herewith as Exhibit 99.1 announcing their entry into the Agreement. 

Item 9.01    Financial Statements and Exhibits

(d)    Exhibits

        99.1    Press Release of Cathay General Bancorp dated February 21, 2006.

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: February 22, 2006

                                                                                            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 February 21, 2006.

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

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

        Great Eastern Bank                                                                                        Contact: William J. Laraia

        235 Fifth Avenue                                                                                                          (212) 725-3800

        New York, NY 10016

Cathay General Bancorp to Acquire Great Eastern Bank - -
Great Eastern Bank Terminates Transaction with UCBH Holdings

Los Angeles, Calif., New York, NY, February 21: Cathay General Bancorp ("Cathay", NASDAQ: CATY), the holding company for Cathay Bank, and Great Eastern Bank ("Great Eastern") announced today that they have entered into an agreement for Cathay to acquire Great Eastern for $58.44 per share. Great Eastern has terminated its agreement with UCBH Holdings, Inc. dated October 13, 2005, and paid the break-up fee contemplated by that transaction.

"We are delighted to announce our agreement to acquire Great Eastern," said Mr. Dunson K. Cheng, Chairman of the Board, President, and Chief Executive Officer of Cathay. "This acquisition will more than double our loans and deposits in New York. It will also increase our branch network from 4 to 9, which we expect to provide a self-sustaining platform to expand our East Coast operations to other states. We look forward to rapidly closing the transaction and serving the Great Eastern customers." 

"We are very pleased to announce this transaction and become a part of Cathay, as they continue their expansion into the New York region," said William J. Laraia, President and Chief Executive Officer of Great Eastern. "We look forward to our future as a part of the Cathay family," concluded Mr. Laraia. 

Under the terms of the Agreement with Great Eastern, Cathay will be commencing a tender offer to acquire all of the shares of Great Eastern for either $58.44 in cash or Cathay common stock. Only accredited investors will be eligible to receive shares of Cathay common stock. The offer is conditioned on holders of at least two-thirds of the Great Eastern shares tendering their shares into the offer and on accredited investors holding at least 45% of the Great Eastern shares tendering their shares into the offer and other customary conditions. If the conditions to the tender offer are met, Cathay expects to close the tender offer within forty-five days.

If the tender offer is successfully consummated, Great Eastern would become a subsidiary of Cathay immediately and would be merged with and into Cathay Bank when all regulatory approvals for the merger into Cathay Bank are received and following the expiration of any applicable waiting periods. If the offer conditions are not met, Cathay will submit a proposal to merge Great Eastern with and into Cathay Bank to a vote of the Great Eastern shareholders. Holders of more than one-third of the Great Eastern shares have agreed to support the transaction and tender their shares into the offer and/or vote in favor of the merger proposal.

Accredited investors who hold up to 60% of the Great Eastern shares may elect to receive Cathay shares, subject to pro-ration such that holders of at least 45% of the Great Eastern shares will receive Cathay shares. Additionally, if the Cathay shares are valued at less than $31.86 at closing, the transaction will also be subject to pro-ration such that holders of no more than 45% of the Great Eastern shares will receive Cathay shares.

Cathay management expects the transaction to be accretive to earnings per share in 2006 and thereafter. 

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, two in Washington State, and representative offices in Taipei, Hong Kong, and Shanghai. Cathay Bank's website is found at http://www.cathaybank.com/.

ABOUT GREAT EASTERN BANK

Great Eastern Bank is a New York State-chartered commercial bank engaged in banking activities through its corporate and branch offices located in the New York Metropolitan area to conveniently serve the financial needs of its customer base. Founded in 1986, Great Eastern Bank has been providing a full range of commercial and consumer banking services to small businesses, the Asian-American community and the general public. Due to increasing customer demand, a building was purchased in Midtown Manhattan on Fifth Avenue in close proximity to the Empire State Building. A branch was opened in this location in July 1998, and the building now serves as its Midtown Headquarters. For additional information, visit the web site for Great Eastern Bank at www.gebank.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 or what the price or terms of any such transaction may be. This release does not constitute an offer to sell or a solicitation of an offer to buy any securities of Cathay General Bancorp.

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.