8-K

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): October 20, 2003

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

Cathay Bancorp, Inc.

(Former Name or Former Address, if Changed Since Last Report)

Item 2. Acquisition or Disposition of Assets; Item 5. Other Events and Required FD Disclosure

On October 20, 2003, Cathay Bancorp, Inc., a Delaware corporation (“Cathay Bancorp” or the “Registrant”), completed its merger with GBC Bancorp, a California corporation (“GBC Bancorp”), pursuant to the terms of the Agreement and Plan of Merger, dated as of May 6, 2003 (the “Agreement and Plan of Merger”) by and among General Bank, a California banking corporation (“General Bank”), GBC Bancorp, the sole shareholder of General Bank, Cathay Bank, a California banking corporation (“Cathay Bank”), and Cathay Bancorp, the sole shareholder of Cathay Bank.

Pursuant to the terms of the Agreement and Plan of Merger, (i) General Bank was merged with and into Cathay Bank, with Cathay Bank as the surviving corporation (the “Bank Merger”), and (ii) GBC Bancorp was merged with and into Cathay Bancorp, with Cathay Bancorp as the surviving corporation (the “Merger”).

As a result of the Merger, (i) Cathay Bancorp will issue 6,750,000 shares of its common stock (the “Stock Consideration”) and pay $162,400,000 in cash (the “Cash Consideration”) for all of the issued and outstanding shares of GBC Bancorp common stock, (ii) GBC Bancorp’s common stock was removed from trading on the Nasdaq National Market, and (iii) Cathay Bancorp’s name was changed to “Cathay General Bancorp”. Cathay General Bancorp’s common stock will continue to be quoted on Nasdaq National Market under the symbol “CATY”.

The Registrant paid the Cash Consideration through existing cash balances and by issuing $40,000,000 in trust preferred securities. The Stock Consideration consisted of newly issued shares of common stock of the Registrant.

In connection with the Merger and the Bank Merger, three existing directors of GBC Bancorp joined the boards of directors of the Registrant and Cathay Bank. In addition, upon completion of the Merger, Mr. Peter Wu, GBC Bancorp’s Chairman of the Board of Directors and Chief Executive Officer, became the Registrant’s Executive Vice Chairman and Chief Operating Officer, and joined the newly-created Office of President/CEO.

On October 21, 2003, the Registrant issued a press release announcing the completion of the Merger and the Bank Merger. That press release is attached hereto as Exhibit 99.2.

Item 7. Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired.

The financial statements of the business acquired were previously filed as part of, or were incorporated by reference into, the Registrant’s Registration Statement on Form S-4, as amended (File No. 333-106483).

(b) Pro Forma Financial Information.

The pro forma financial information was filed previously as part of the Registrant’s Registration Statement on Form S-4, as amended (File No. 333-106483).

(c) Exhibits.

99.1	Agreement and Plan of Merger, dated as of May 6, 2003 by and among General Bank, GBC Bancorp, Cathay Bank and Cathay Bancorp, Inc. (incorporated herein by reference to the Registrant’s Registration Statement on Form S-4, as amended (File No. 333-106483)).
99.2	Press Release dated October 21, 2003.

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: October 21, 2003

CATHAY GENERAL BANCORP
By:	/s/    HENG W. CHEN
	Heng W. Chen Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Number	Exhibit
99.1	Agreement and Plan of Merger, dated as of May 6, 2003 by and among General Bank, GBC Bancorp, Cathay Bank and Cathay Bancorp, Inc. (incorporated herein by reference to the Registrant’s Registration Statement on Form S-4, as amended (File No. 333-106483)).
99.2	Press Release dated October 21, 2003.

EX-99.2

EXHIBIT 99.2

Cathay Bancorp, Inc. and GBC Bancorp Complete Merger

Tuesday, October 21, 2003

LOS ANGELES, Oct. 21 /PRNewswire-FirstCall/ — Cathay Bancorp, Inc. (Nasdaq: CATY—News) announced today that it had completed its merger with GBC Bancorp at the close of business on October 20, 2003. As a result of the merger, GBC Bancorp has been merged into Cathay Bancorp, Inc., and General Bank has been merged into Cathay Bank. Also, in connection with the merger, Cathay Bancorp, Inc.’s name has changed to Cathay General Bancorp. Cathay General Bancorp’s common stock will continue to be quoted on the Nasdaq National Market under the symbol “CATY”. The completion of the merger results in a combined financial institution with total assets of approximately $5.8 billion and deposits of approximately $4.4 billion, 45 branches operating in five states, and a presence in 3 overseas offices.

Under the terms of the merger, Cathay Bancorp, Inc. issued 6,750,000 shares of its common stock and paid $162,400,000 in cash for all of the issued and outstanding shares of GBC Bancorp common stock, valuing the merger at approximately $478 million (based on Cathay Bancorp Inc.’s closing price on October 17, 2003). Based on properly and timely submitted and accepted elections, Cathay General Bancorp believes that those GBC Bancorp shareholders who properly submitted their elections on a timely basis will have the right to receive the merger consideration they chose in their election forms. Based on preliminary calculations, it is estimated that those GBC shareholders who did not make a proper and timely election will have the right to receive approximately $35.552 in cash and .093 shares of Cathay General Bancorp common stock for each share of GBC Bancorp common stock held by them. Any fractional Cathay General Bancorp common stock resulting from the aggregation will be paid in cash equal to the fraction multiplied by $46.76. Cathay General Bancorp expects the merger consideration to be sent beginning later this week to GBC Bancorp shareholders who have submitted properly completed transmittal materials. The 6,750,000 shares of Cathay General Bancorp common stock distributed to GBC Bancorp shareholders constitute approximately 27% of the issued and outstanding shares of the combined company.

As previously announced, three directors of GBC Bancorp joined the Cathay General Bancorp board upon the closing. In addition, Mr. Peter Wu, GBC Bancorp’s Chairman, President, and Chief Executive Officer, became the Executive Vice Chairman and Chief Operating Officer of Cathay General Bancorp and joined the newly-created Office of the President/CEO.

Mr. Dunson K. Cheng, Chairman, President, and Chief Executive Officer of Cathay General Bancorp, stated, “Since the announcement of the merger in May, the officers of our two companies have been intensely engaged in planning for integrating the business, systems, and staff of both companies. Now that the merger is completed, we look forward to a smooth transition to a single company and to realizing the benefits and potential that we expect the combined company should bring. Cathay Bank and General Bank shared similar attributes and values. Both organizations were founded and are managed to serve the community, and we look forward to the combined bank continuing to do so.”

Mr. Peter Wu, Executive Vice Chairman and Chief Operating Officer of Cathay General Bancorp, stated, “I am excited about the merger that brings together two very fine banking organizations, and believe that the customers of the combined bank will benefit from an even broader array of financial services, higher lending limits, and greater banking convenience.”

Investors can access additional corporate information, product descriptions, and online services through the Cathay Bank website at www.cathaybank.com.

ABOUT CATHAY GENERAL BANCORP

Cathay General Bancorp is the one-bank 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 38 branches in California, three branches in New York State, two branches in Massachusetts, one in Houston, Texas, one in Washington State, and representative offices in Hong Kong and Shanghai, China. In addition, Cathay Bank’s subsidiaries, Cathay Investment Company and GBC Investment & Consulting Company, Inc., each maintain an office in Taipei. Cathay Bank’s website is found at http://www.cathaybank.com.

FORWARD-LOOKING STATEMENTS AND OTHER NOTICES

Statements made in this press 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. These forward-looking statements may include, but are not limited to, such words as “believes,” “expects,” “anticipates,” “intends,” “plans,” “estimates,” “may,” “will,” “should,” “could,” “predicts,” “potential,” “continue,” or the negative of such terms and other comparable terminology or similar expressions. 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: fluctuations in interest rates, ability to integrate its operations after its recent merger and realize the benefits of its merger, demographic changes, inflation, competition, legislative and regulatory developments, war and terrorism, changes in business strategy, including the formation of a real estate investment trust and the deregistration of its registered investment company, and general economic or business conditions in California and other regions where Cathay Bank has operations such as the currently unknown impact of the California budget deficit. These and other factors are further described in its predecessors Cathay Bancorp Inc.’s and GBC Bancorp’s Annual Reports on Form 10-K for the year ended December 31, 2002, their Quarterly Reports on Form 10-Q, its

registration statement on Form S-4 relating to the GBC Bancorp merger, and other filings it makes in the future with the Securities and Exchange Commission (“SEC”) from time to time. Cathay General Bancorp has no intention and undertakes no obligation to update any forward-looking statements or to publicly announce the results of any revision of any forward- looking statement to reflect future developments or events.

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 requests directed to Cathay General Bancorp, 777 N. Broadway, Los Angeles, CA 90012, Attention: Investor Relations (213) 625-4749.