-----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, RDRDNqkpcqJjRDoIRyWO5q7lRc+eeFDkI+Ug+m/YzUDExhg+3rzFnx4JEHZ1dIPE 5nw0Qewd4Xj2DG4ve/lZ9A== 0001275287-06-000092.txt : 20060110 0001275287-06-000092.hdr.sgml : 20060110 20060110133914 ACCESSION NUMBER: 0001275287-06-000092 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060110 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060110 DATE AS OF CHANGE: 20060110 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: 06521691 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 cg4448.txt FORM 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): January 10, 2006 CATHAY GENERAL BANCORP (Exact name of registrant as specified in its charter) Delaware 0-18630 95-4274680 (State or other jurisdiction of (Commission (IRS Employer incorporation) File Number) 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(b) 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 January 10, 2006, Cathay General Bancorp issued a press release regarding Great Eastern Bank. That press release is attached hereto as Exhibit 99.1. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (d) Exhibits 99.1 Press Release of Cathay General Bancorp dated January 10, 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: January 10, 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 January 10, 2006. EX-99.1 2 cg4448ex991.txt EXHIBIT 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 CATHAY GENERAL BANCORP SUBMITS SUPERIOR PROPOSAL FOR GREAT EASTERN BANK PROVIDES GREAT EASTERN BANK SHAREHOLDERS MORE VALUE AND CERTAINTY Los Angeles, Calif., January 10: Cathay General Bancorp (the "Company", NASDAQ: CATY), the holding company for Cathay Bank, announced today that it had submitted a superior proposal to the board of directors of Great Eastern Bank. The Cathay proposal offers all shareholders of Great Eastern Bank $58.44 per share on a fixed value basis, which represents $5 per share more than Great Eastern Bank's announced transaction with UCBH Holdings, Inc., less the $5 million break-up fee that Great Eastern Bank will likely be paying UCBH. The Cathay proposal is intended to qualify as a tax-free reorganization in which holders of up to 60% of the Great Eastern Bank shares may elect to receive Cathay shares, subject to pro-ration such that holders of at least 45% of the Great Eastern Bank 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. The Company has submitted a definitive agreement to Great Eastern Bank which contains other more favorable terms than the announced transaction between Great Eastern Bank and UCBH. In addition to providing for a higher price on a fixed value basis, the Cathay agreement eliminates any dissenter's rights condition and eliminates the requirement that the closing not take place in the final month of any fiscal quarter of the acquiror. "We are pleased to announce our superior proposal to acquire Great Eastern," said Mr. Dunson K. Cheng, Chairman of the Board, President, and Chief Executive Officer of the Company. "We believe that our proposal offers the Great Eastern shareholders more value and greater certainty than Great Eastern's current transaction and we are hopeful that the Great Eastern board will work with us to consummate this transaction." The Company also announced that it had previously informed Great Eastern Bank that holders of more than 40% of the Great Eastern Bank common stock have informed the Company that they do not support Great Eastern Bank's transaction with UCBH and that, therefore, the UCBH transaction cannot be expected to consummate. 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/. 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. 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. -----END PRIVACY-ENHANCED MESSAGE-----