SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ý Annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934 |
for the fiscal year ended December 31, 2002
or
o Transition report pursuant to Section 15(d) of the Securities Exchange Act of 1934 |
for the transition period from to
Commission File Number: 0-27384
A. | | Full title of the plan and the address of the plan, if different from that of the issuer named below: |
Capital Corp of the West
401 (k) Plan
B. | | Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: |
CAPITAL CORP OF THE WEST
(Exact name of registrant as specified in its charter)
550 West Main, Merced, CA 95340
(Address of principal executive offices)
Registrant’s telephone number, including area code: (209) 725-2200
Former name, former address and former fiscal year, if changed since last report: Not applicable
TABLE OF CONTENTS
2
July 15, 2003
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement of Capital Corp of the West, Inc. on Form S-8 of our report dated July 15, 2003, with respect to the financial statements and schedules of the Capital Corp of the West, Inc. Stock Bonus Employee Stock Ownership Plan and 401(k) Plan included in the annual report for the plan for the plan years ended December 31, 2002 and 2001, as filed on Form 11-K with the Securities and Exchange Commission. We also consent to the use of our name on our report, dated July 15, 2003, with respect to the financial statements and schedules of the Capital Corp of the West, Inc. Stock Bonus Employee Stock Ownership Plan and 401(k) Plan for the years ended December 31, 2002 and 2001, included in the Annual Report on Form 11-K which is filed electronically with the Securities and Exchange Commission.
Cassabon, McIlhatton & Associates, LLP
Certified Public Accountants
3
July 15, 2003
To the Trustees of
Capital Corp of the West
401(k) Plan
Independent Auditors’ Report
We have audited the accompanying statements of net assets available for benefits of Capital Corp of the West 401(k) Plan as of December 31, 2002 and 2001, and the related statement of changes in net assets available for benefits for the year ended December 31, 2002. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of Capital Corp of the West 401(k) Plan as of December 31, 2002 and 2001, and the changes in its net assets available for benefits for the year ended December 31, 2002 in conformity with generally accepted accounting principles.
Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information included in Schedule H – Financial Information (IRS Form 5500) is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental information has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.
Fresno and Merced,
California
4
CAPITAL CORP OF THE WEST
401(k) PLAN
FINANCIAL STATEMENTS,
SUPPLEMENTARY INFORMATION,
AND
INDEPENDENT AUDITORS’ REPORT
DECEMBER 31, 2002 AND 2001
5
CAPITAL CORP OF THE WEST
401(k) PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001
| | 2002 | | 2001 | |
Assets | | | | | |
| | | | | |
Investments: | | | | | |
| | | | | |
At fair value - (Note 2) | | | | | |
Shares of registered investment companies: | | | | | |
Great West Life funds | | $ | 1,674,930 | | $ | 1,610,345 | |
Capital Corp of the West company stock | | 2,776,474 | | 1,496,122 | |
Participant notes receivable | | 21,975 | | 16,280 | |
| | | | | |
| | $ | 4,473,379 | | $ | 3,122,747 | |
Receivables: | | | | | |
| | | | | |
Employers’ contributions | | 53,366 | | 26,143 | |
| | | | | |
Cash | | 4,811 | | 65 | |
| | | | | |
Total Assets | | 4,531,556 | | 3,148,955 | |
| | | | | |
Net Assets Available for Benefits | | $ | 4,531,556 | | $ | 3,148,955 | |
6
CAPITAL CORP OF THE WEST
401(k) PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001
| | Participant Directed | |
| | Guaranteed Certificate Fund 1GCF36M | | Guaranteed Certificate Fund 1GCF60M | | Janus Advisor Worldwide 1IWSJAW | | Short Term Fund I 1MMF-I | | American Century Ultra 1LGRULT | | AIM Constellation 1LGRCON | | Orchard Index 600 1SBLO16 | | Maxim Growth Index 1LGRXGI | |
Additions to Net Assets attributed to: | | | | | | | | | | | | | | | | | |
Investment income | | | | | | | | | | | | | | | | | |
Net appreciation (depreciation)in fair value of investment | | $ | — | | $ | — | | $ | (1,719 | ) | $ | — | | $ | (27,497 | ) | $ | (29,970 | ) | $ | (7,475 | ) | $ | (13,733 | ) |
Interest and dividends | | 758 | | 77 | | — | | 360 | | — | | — | | — | | — | |
| | 758 | | 77 | | (1,719 | ) | 360 | | (27,497 | ) | (29,970 | ) | (7,475 | ) | (13,733 | ) |
Contributions: | | | | | | | | | | | | | | | | | |
Participants’ | | 5,952 | | 11 | | 628 | | — | | 19,698 | | 28,718 | | 10,373 | | 7,516 | |
Rollovers | | — | | — | | 7,078 | | — | | 17,694 | | — | | 7,078 | | — | |
Employer | | — | | — | | — | | — | | — | | — | | — | | — | |
| | | | | | | | | | | | | | | | | |
Total Additions | | 6,710 | | 88 | | 5,987 | | 360 | | 9,895 | | (1,252 | ) | 9,976 | | (6,217 | ) |
| | | | | | | | | | | | | | | | | |
Deductions from net assets attributed to: | | | | | | | | | | | | | | | | | |
Benefits paid to participants | | — | | — | | 5,651 | | 1,771 | | 18,484 | | 6,563 | | 26,786 | | 890 | |
Administrative expenses | | — | | — | | — | | — | | — | | — | | — | | — | |
| | | | | | | | | | | | | | | | | |
Total Deductions | | — | | — | | 5,651 | | 1,771 | | 18,484 | | 6,563 | | 26,786 | | 890 | |
| | | | | | | | | | | | | | | | | |
Net increase (decrease) prior to inter-fund transfers | | 6,710 | | 88 | | 336 | | (1,411 | ) | (8,589 | ) | (7,815 | ) | (16,810 | ) | (7,107 | ) |
Inter-fund transfers | | 8,680 | | — | | 333 | | — | | (8,859 | ) | (4,314 | ) | 703 | | (3,537 | ) |
| | | | | | | | | | | | | | | | | |
Net increase (decrease) | | 15,390 | | 88 | | 669 | | (1,411 | ) | (17,448 | ) | (12,129 | ) | (16,107 | ) | (10,644 | ) |
| | | | | | | | | | | | | | | | | |
Net assets available for benefits: | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Beginning | | 15,098 | | 1,676 | | — | | 9,481 | | 96,959 | | 102,933 | | 34,869 | | 50,314 | |
| | | | | | | | | | | | | | | | | |
Ending | | $ | 30,488 | | $ | 1,764 | | $ | 669 | | $ | 8,070 | | $ | 79,511 | | $ | 90,804 | | $ | 18,762 | | $ | 39,670 | |
See accompanying notes and independent auditors’ report
7
| | Participant Directed | |
| | Maxim Small-Cap Value 1SVAXLS | | The Lord Abbett Developing Growth Fund 1SGRLDG | | Maxim US Govt Mort Sec 1BIMXUS | | Maxim Bond Index 1BIMXBI | | Maxim Corporate Loomis Sayles Bond 1BMSXLC | | Maxim Global Bond 1BINXDG | | Maxim Short-term Maturity 1BSHXST | |
Additions to Net Assets attributed to: | | | | | | | | | | | | | | | |
Investment income | | | | | | | | | | | | | | | |
Net appreciation (depreciation) in fair value of investment | | $ | (3,451 | ) | $ | (7,583 | ) | $ | 5,037 | | $ | 2,574 | | $ | 4,013 | | $ | 745 | | $ | 1,324 | |
Interest and dividends | | — | | — | | — | | — | | — | | — | | — | |
| | (3,451 | ) | (7,583 | ) | 5,037 | | 2,574 | | 4,013 | | 745 | | 1,324 | |
| | | | | | | | | | | | | | | |
Contributions: | | | | | | | | | | | | | | | |
Participants’ | | 6,827 | | 6,117 | | 13,840 | | 5,851 | | 9,214 | | 643 | | 2,739 | |
Rollovers | | — | | — | | — | | — | | 10,616 | | — | | — | |
Employer | | — | | — | | — | | — | | — | | — | | — | |
| | | | | | | | | | | | | | | |
Total Additions | | 3,376 | | (1,466 | ) | 18,877 | | 8,425 | | 23,843 | | 1,388 | | 4,063 | |
| | | | | | | | | | | | | | | |
Deductions from net assets attributed to: | | | | | | | | | | | | | | | |
Benefits paid to participants | | — | | — | | 3,859 | | — | | 38,142 | | — | | — | |
Administrative expenses | | — | | — | | — | | — | | — | | — | | — | |
| | | | | | | | | | | | | | | |
Total Deductions | | — | | — | | 3,859 | | — | | 38,142 | | — | | — | |
| | | | | | | | | | | | | | | |
Net increase (decrease) prior to inter-fund transfers | | 3,376 | | (1,466 | ) | 15,018 | | 8,425 | | (14,299 | ) | 1,388 | | 4,063 | |
Inter-fund transfers | | 1,608 | | (1,385 | ) | (2,710 | ) | 23,558 | | — | | 12,019 | | — | |
| | | | | | | | | | | | | | | |
Net increase (decrease) | | 4,984 | | (2,851 | ) | 12,308 | | 31,983 | | (14,299 | ) | 13,407 | | 4,063 | |
| | | | | | | | | | | | | | | |
Net assets available for benefits: | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
Beginning | | 9,443 | | 21,874 | | 52,910 | | 17,148 | | 33,596 | | 2,696 | | 23,908 | |
| | | | | | | | | | | | | | | |
Ending | | $ | 14,427 | | $ | 19,023 | | $ | 65,218 | | $ | 49,131 | | $ | 19,297 | | $ | 16,103 | | $ | 27,971 | |
See accompanying notes and independent auditors’ report
8
| | Participant Directed | |
| | Orchard Index 500 1LBLO15 | | AIM Weingarten 1LGRWIN | | Maxim Ariel Small Cap Value 1SVAXAS | | Maxim Mid Cap T.Rowe Price 1MGRXTM | | Maxim Founder’s Growth & Income 1LBLXFG | | AIM Charter 1LBLCHA | | Maxim Value Index 1LVAXVI | |
Additions to Net Assets attributed to: | | | | | | | | | | | | | | | |
Investment income | | | | | | | | | | | | | | | |
Net appreciation (depreciation)in fair value of investment | | $ | (15,718 | ) | $ | (32,145 | ) | $ | (4,067 | ) | $ | (10,692 | ) | $ | (3,151 | ) | $ | (24,315 | ) | $ | (19,956 | ) |
Interest and dividends | | — | | — | | — | | — | | — | | — | | — | |
| | | | | | | | | | | | | | | |
| | (15,718 | ) | (32,145 | ) | (4,067 | ) | (10,692 | ) | (3,151 | ) | (24,315 | ) | (19,956 | ) |
| | | | | | | | | | | | | | | |
Contributions: | | | | | | | | | | | | | | | |
Participants’ | | 20,742 | | 37,894 | | 26,975 | | 16,199 | | 2,983 | | 37,633 | | 19,032 | |
Rollovers | | — | | — | | 7,078 | | 7,078 | | — | | — | | — | |
Employer | | — | | — | | — | | — | | — | | — | | — | |
| | | | | | | | | | | | | | | |
Total Additions | | 5,024 | | 5,749 | | 29,986 | | 12,585 | | (168 | ) | 13,318 | | (924 | ) |
| | | | | | | | | | | | | | | |
Deductions from net assets attributed to: | | | | | | | | | | | | | | | |
Benefits paid to participants | | 2,159 | | 7,494 | | 6,591 | | 5,751 | | 169 | | 10,048 | | 4,778 | |
Administrative expenses | | — | | — | | — | | — | | — | | — | | — | |
| | | | | | | | | | | | | | | |
Total Deductions | | 2,159 | | 7,494 | | 6,591 | | 5,751 | | 169 | | 10,048 | | 4,778 | |
| | | | | | | | | | | | | | | |
Net increase (decrease) prior to inter-fund transfers | | 2,865 | | (1,745 | ) | 23,395 | | 6,834 | | (337 | ) | 3,270 | | (5,702 | ) |
Inter-fund transfers | | 6,823 | | (1,469 | ) | 6,908 | | (1,426 | ) | — | | (37,725 | ) | 33 | |
| | | | | | | | | | | | | | | |
Net increase (decrease) | | 9,688 | | (3,214 | ) | 30,303 | | 5,408 | | (337 | ) | (34,455 | ) | (5,669 | ) |
| | | | | | | | | | | | | | | |
Net assets available for benefits: | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
Beginning | | 56,411 | | 84,270 | | 21,896 | | 32,580 | | 10,572 | | 144,835 | | 79,158 | |
| | | | | | | | | | | | | | | |
Ending | | $ | 66,099 | | $ | 81,056 | | $ | 52,199 | | $ | 37,988 | | $ | 10,235 | | $ | 110,380 | | $ | 73,489 | |
The accompanying notes are an integral part of these financial statements.
9
| | Participant Directed | |
| | Oakmark Select II 1MVAOS2 | | Putnam Global Growth 1IWSPGC | | Maxim Invesco ADR 1IFSXIA | | Fidelity Advisor Overseas 1IFSFAO | | Maxim Index Pacific Fund 1IPAXIP | | Maxim Index European Fund 1IEUXIE | | Maxim Money Market 1CMMXMM | |
Additions to Net Assets attributed to: | | | | | | | | | | | | | | | |
Investment income | | | | | | | | | | | | | | | |
Net appreciation (depreciation) in fair value of investment | | $ | (3,740 | ) | $ | (21,282 | ) | $ | (287 | ) | $ | (1,057 | ) | $ | (657 | ) | $ | (418 | ) | $ | 191 | |
Interest and dividends | | — | | — | | — | | — | | — | | — | | — | |
| | (3,740 | ) | (21,282 | ) | (287 | ) | (1,057 | ) | (657 | ) | (418 | ) | 191 | |
Contributions: | | | | | | | | | | | | | | | |
Participants’ | | 14,612 | | 24,388 | | 678 | | 1,306 | | 1,388 | | 328 | | 29,678 | |
Rollovers | | 7,078 | | — | | — | | — | | — | | — | | 7,078 | |
Employer | | — | | — | | — | | — | | — | | — | | — | |
| | | | | | | | | | | | | | | |
Total Additions | | 17,950 | | 3,106 | | 391 | | 249 | | 731 | | (90 | ) | 36,947 | |
| | | | | | | | | | | | | | | |
Deductions from net assets attributed to: | | | | | | | | | | | | | | | |
Benefits paid to participants | | 6,119 | | 17,074 | | — | | 1,360 | | — | | 1,040 | | 8,732 | |
Administrative expenses | | — | | — | | — | | — | | — | | — | | — | |
| | | | | | | | | | | | | | | |
Total Deductions | | 6,119 | | 17,074 | | — | | 1,360 | | — | | 1,040 | | 8,732 | |
| | | | | | | | | | | | | | | |
Net increase (decrease) prior to inter-fund transfers | | 11,831 | | (13,968 | ) | 391 | | (1,111 | ) | 731 | | (1,130 | ) | 28,215 | |
Inter-fund transfers | | 11,860 | | (14,098 | ) | — | | — | | 87 | | 64 | | (6,648 | ) |
| | | | | | | | | | | | | | | |
Net increase (decrease) | | 23,691 | | (28,066 | ) | 391 | | (1,111 | ) | 818 | | (1,066 | ) | 21,567 | |
| | | | | | | | | | | | | | | |
Net assets available for benefits: | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
Beginning | | 1,295 | | 84,991 | | 1,646 | | 4,127 | | 3,235 | | 1,814 | | 35,415 | |
| | | | | | | | | | | | | | | |
Ending | | $ | 24,986 | | $ | 56,925 | | $ | 2,037 | | $ | 3,016 | | $ | 4,053 | | $ | 748 | | $ | 56,982 | |
See accompanying notes and independent auditors’ report
10
| | Participant Directed | |
| | Profile Series I 1PBAXP1 | | Putnam Growth & Income Fund 1LVAPGI | | Fidelity Adv Growth Opportunities 1LBLFGO | | Berger Small Company Growth Investor 1SGRBSC | | Ariel Appreciation 175AA | | Invesco Dynamics Inv 1MGRIVD | | Dreyfus Premier Strategic Value A 1LVADAV | |
Additions to Net Assets attributed to: | | | | | | | | | | | | | | | |
Investment income | | | | | | | | | | | | | | | |
Net appreciation (depreciation) in fair value of investment | | $ | (15,797 | ) | $ | (34,622 | ) | $ | (11,354 | ) | $ | (335 | ) | $ | (197 | ) | $ | (170 | ) | $ | (1,001 | ) |
Interest and dividends | | — | | — | | — | | — | | — | | — | | — | |
| | | | | | | | | | | | | | | |
| | (15,797 | ) | (34,622 | ) | (11,354 | ) | (335 | ) | (197 | ) | (170 | ) | (1,001 | ) |
| | | | | | | | | | | | | | | |
Contributions: | | | | | | | | | | | | | | | |
Participants’ | | 17,895 | | 42,982 | | 11,859 | | 1,443 | | — | | 2,169 | | 3,656 | |
Rollovers | | — | | — | | — | | — | | — | | — | | | |
Employers | | — | | — | | — | | — | | — | | — | | — | |
| | | | | | | | | | | | | | | |
Total Additions | | 2,098 | | 8,360 | | 505 | | 1,108 | | (197 | ) | 1,999 | | 2,655 | |
| | | | | | | | | | | | | | | |
Deductions from net assets attributed to: | | | | | | | | | | | | | | | |
Benefits paid to participants | | 2,112 | | 2,917 | | 1,624 | | — | | — | | — | | — | |
Administrative expenses | | — | | — | | — | | — | | — | | — | | — | |
| | | | | | | | | | | | | | | |
Total Deductions | | 2,112 | | 2,917 | | 1,624 | | — | | — | | — | | — | |
| | | | | | | | | | | | | | | |
Net increase (decrease) prior to inter-fund transfers | | (14 | ) | 5,443 | | (1,119 | ) | 1,108 | | (197 | ) | 1,999 | | 2,655 | |
Inter-fund transfers | | (7,271 | ) | 5,981 | | (1,256 | ) | — | | 9,229 | | — | | 1,296 | |
| | | | | | | | | | | | | | | |
Net increase (decrease) | | (7,285 | ) | 11,424 | | (2,375 | ) | 1,108 | | 9,032 | | 1,999 | | 3,951 | |
| | | | | | | | | | | | | | | |
Net assets available for benefits: | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
Beginning | | 73,801 | | 148,053 | | 42,906 | | — | | — | | — | | — | |
| | | | | | | | | | | | | | | |
Ending | | $ | 66,516 | | $ | 159,477 | | $ | 40,531 | | $ | 1,108 | | $ | 9,032 | | $ | 1,999 | | $ | 3,951 | |
See accompanying notes and independent auditors’ report
11
| | Participant Directed | | Non Participant Directed | | | |
| | Profile Series II 1PBAXP2 | | Profile Series III 1PBAXP3 | | Profile Series IV 1PBAXP4 | | Profile Series V 1PBAXP5 | | Capital Corp of the West Stock | | Other | | Loans to Participants | | Total | |
Additions to Net Assets attributed to: | | | | | | | | | | | | | | | | | |
Investment income | | | | | | | | | | | | | | | | | |
Net appreciation (depreciation) in fair value of investment | | $ | (27,839 | ) | $ | (7,600 | ) | $ | (1,787 | ) | $ | 195 | | $ | 939,942 | | $ | — | | $ | — | | $ | 624,406 | |
Interest and dividends | | — | | — | | — | | — | | 110,432 | | 29 | | 1,581 | | 113,237 | |
| | | | | | | | | | | | | | | | | |
| | (27,839 | ) | (7,600 | ) | (1,787 | ) | 195 | | 1,050,374 | | 29 | | 1,581 | | 737,643 | |
| | | | | | | | | | | | | | | | | |
Contributions: | | | | | | | | | | | | | | | | | |
Participants’ | | 34,191 | | 21,407 | | 10,934 | | 1,074 | | 221,520 | | — | | — | | 721,093 | |
Rollovers | | — | | — | | — | | — | | 2,816 | | — | | — | | 73,594 | |
Employer | | — | | — | | — | | — | | 80,781 | | 82,824 | | — | | 163,605 | |
| | | | | | | | | | | | | | | | | |
Total Additions | | 6,352 | | 13,807 | | 9,147 | | 1,269 | | 1,355,491 | | 82,853 | | 1,581 | | 1,695,935 | |
| | | | | | | | | | | | | | | | | |
Deductions from net assets attributed to: | | | | | | | | | | | | | | | | | |
Benefits paid to participants | | 4,458 | | — | | 571 | | — | | 103,515 | | 4,279 | | — | | 292,937 | |
Administrative expenses | | — | | — | | — | | — | | — | | 20,397 | | — | | 20,397 | |
| | | | | | | | | | | | | | | | | |
Total Deductions | | 4,458 | | — | | 571 | | — | | 103,515 | | 24,676 | | — | | 313,334 | |
| | | | | | | | | | | | | | | | | |
Net increase (decrease) prior to inter-fund transfers | | 1,894 | | 13,807 | | 8,576 | | 1,269 | | 1,251,976 | | 58,177 | | 1,581 | | 1,382,601 | |
Inter-fund transfers | | (3,310 | ) | (1,456 | ) | — | | — | | 28,376 | | (26,208 | ) | 4,114 | | — | |
Net increase (decrease) | | (1,416 | ) | 12,351 | | 8,576 | | 1,269 | | 1,280,352 | | 31,969 | | 5,695 | | 1,382,601 | |
| | | | | | | | | | | | | | | | | |
Net assets available for benefits: | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Beginning | | 171,142 | | 79,830 | | 52,578 | | 6,885 | | 1,496,122 | | 26,208 | | 16,280 | | 3,148,955 | |
| | | | | | | | | | | | | | | | | |
Ending | | $ | 169,726 | | $ | 92,181 | | $ | 61,154 | | $ | 8,154 | | $ | 2,776,474 | | $ | 58,177 | | $ | 21,975 | | $ | 4,531,556 | |
See accompanying notes and independent auditors’ report
12
CAPITAL CORP OF THE WEST
401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2002
Note 1 - Description of Plan:
The following description of Capital Corp of the West (Company) 401(k) Plan (Plan) provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan’s provisions.
General - The Plan is a defined contribution plan. Every Employee of the Company is eligible to participate on the first day of the plan year quarter coinciding with or next following the date on which he `has completed three months of service for participation and has reached age 21. The Plan is subject to the provisions of the Employee Retirement Security Act of 1974 (ERISA).
Contributions - Each year, participants may contribute the maximum amount allowed by law of pretax annual compensation as defined in the Plan. The Company may make a matching contribution. The amount of the match, if any, will be determined by the Company each year. Additional discretionary amounts may be contributed at the option of the company’s board of directors.
Participants Accounts - Each participant’s account is credited with the participant’s contribution and allocation of (a) the Company’s contribution and, (b) Plan earnings, and (c) forfeitures of terminated participant’s non-vested accounts. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.
Vesting - Participants are immediately vested in their voluntary contributions plus actual earnings thereon. Vesting in Company’s matching and discretionary contribution portion of their accounts plus actual earnings thereon is based on years of continuous service. A participant is 100% vested after three years of credited service.
Investment Options - Upon enrollment in the Plan, a participant may direct employee contributions and employer matching contribution in any of the investment options available. The funds which represent 5% or more of the net assets available for benefits at December 31, 2002 are indicated by *.
Great West Life Funds:
1GCF 36M - Guaranteed Certificate Fund
1LBLXFG – Maxim Growth & Income
1LGRULT - American Century Ultra
1SBLOI6 – Orchard Index 600
1SVAXLS –Maxim Loomis Sayles Sm-Cap Value
1BIMXUS - Maxim US Govt Mort Sec
1BMSXLC – Maxim Corp. Loomis Sayles Bond
1BSHXST - Maxim Short-term Maturity
1LBLOI5 - Orchard Index 500
Ariel Small Cap Value
1IFSFAO – Fidelity Advisor Overseas
175AA – Ariel Appreciation
1LVADAV – Dreyfus Premier Strategic Value A
1GCF 60M - Guaranteed Certificate Fund
1MMF-1 - Short Term Fund I
1LGRCON - AIM Constellation
1LGRXGI - Maxim Growth Index
1SGRLDG –The Lord Abbett Developing Growth A
1BIMXBI - Maxim Bond Index
1BINXDG – Maxim Global Bond
1LBLFGO -Fidelity Adv Growth Opportunities
1LGRWIN - AIM Weingarten 1SVAXAS – Maxim
1MGRXTM - Maxim Mid Cap T. Rowe Price
1IWSPGC – Putnam Global Growth A
1MGRIVD - Invesco Dynamics
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1LBLCHA - AIM Charter
1LVAPGI - Putnam Fund-Growth & Income
1IFSXIA - Maxim Invesco ADR
1IPAXIP – Maxim Index Pacific Fund
1CMMXMM - Maxim Money Market
1PBAXP2 - Profile Series II
1PBAXP4 - Profile Series IV
1MVAOS2 – Oakmark Select II
1LVAXVI - Maxim Value Index
1IWSPGC - Putnam Global Growth
1IWSJAW - Janus Advisor Worlwide
1IEUXIE - Maxim Index European Fund
1PBAXP1 - Profile Series I
1PBAXP3 - Profile Series III
1PBAXP5 - Profile Series V
Capital Corp of the West Stock*
Participants may change their investment options.
Participants Notes Receivable - Participants may borrow from their fund accounts up to a maximum equal to the lesser of $50,000 or 50% of their account balance. Loan transactions are treated as a transfer to (from) the Investment Fund from (to) the Participants Note Fund. Loan terms range from 1-5 years, unless the loan is used for the purchase of a primary residence of the Participant, in which case the term of such loan shall be arrived at by mutual agreement between the Committee and the Participant. All loans shall be secured by the borrower’s vested account balance and shall be evidenced by the borrower’s promissory note. The loans will bear interest at a rate being charged for similar purpose loans by institutional lenders. All loans have a definite repayment schedule with payments being no less than quarterly.
Benefit Payments - On termination of service due to death, disability or retirement, a participant may elect to receive either a lump-sum amount equal to the value of the participant’s vested interest in his or her account, annual installments over a period of 10 years or less or an amount each year not to extend beyond the participant’s life expectancy.
Forfeited Accounts At December 31, 2002 forfeited nonvested accounts totaled $170. These accounts will be reallocated to participants in the same manner as employer contributions.
Administrative Expenses - Administrative expenses are paid directly by the Plan.
Note 2 Summary of Accounting Policies:
Basis of Accounting - The financial statements of the Plan are prepared using the accrual method of accounting.
Estimates - The preparation of financial statements in conformity with generally accepted accounting principles requires the plan administrator to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results may differ from those estimates.
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Investment Valuation and Income Recognition - The Plan’s investments are stated at fair value. Shares of registered investment companies are valued at quoted market prices which represent the net asset value of shares held by the Plan at year end. Shares of Capital Corp of the West are valued by the exchange price on the Nasdaq National Market System at the close of business on December 31, 2002 and 2001. Participant notes receivable are valued at cost which approximates fair value.
Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis.
Benefit Payments - Benefits are recorded when paid.
Note 3 - Plan Termination:
Although it has not expressed the intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, Participants will become fully vested in their accounts.
Note 4 - Tax Status:
The Plan obtained its latest determination letter on October 25, 1995, in which the Internal Revenue Service stated that the plan, as then designed, was in compliance with the applicable requirements of the Internal Revenue Code. The plan has been amended since receiving the determination letter. However, the plan administrator and the plan’s tax counsel believe that the plan is currently designed and being operated in compliance with the applicable requirements of the Internal Revenue Code. Therefore, they believe that the Plan was qualified and the related trust was tax-exempt as of the financial statement date.
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CAPITAL CORP OF THE WEST
401(k) PLAN
SUPPLEMENTARY INFORMATION
DECEMBER 31, 2002
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For calender plan year 2002
Name of plan sponsor:
Capital Corp of the West
Name of plan:
Capital Corp of the West
401 (k) Plan
Schedule of Assets Held for Investment Purposes At End of Year
Identity of issue | | Value | |
| | | |
1GCF 36M - Guaranteed Certificate Fund – 36 Mo. | | $ | 30,488 | |
1GCF 60M - Guaranteed Certificate Fund – 60 Mo. | | 1,764 | |
1IWSJAW - Janus Advisor Worldwide | | 669 | |
1MMF-1 - Short Term Fund I | | 8,070 | |
1LGRULT - American Century Ultra | | 79,511 | |
1LGRCON - AIM Constellation | | 90,804 | |
1SBLOI6 - Orchard Index 600 | | 18,762 | |
1LGRXGI - Maxim Growth Index | | 39,670 | |
1SVAXLS –Maxim Loomis Sayles Small Cap Value | | 14,427 | |
1SGRLDG–The Lord Abbett Developing Growth A | | 19,023 | |
1BIMXUS - Maxim US Govt Mortgage-Backed Securities | | 65,218 | |
1BIMXBI – Maxim Bond Index | | 49,131 | |
1BMSXLC – Maxim Corp. Loomis Sayles Bond | | 19,297 | |
1BINXDG - Maxim Global Bond | | 16,103 | |
1BSHXST - Maxim Short-term Maturity | | 27,971 | |
1LBLOI5 - Orchard Index 500 | | 66,099 | |
1LGRWIN - AIM Weingarten | | 81,056 | |
1SVAXAS – Maxim Ariel Small Cap Value | | 52,199 | |
1MGRXTM - Maxim Mid Cap T. Rowe Price | | 37,988 | |
1LBLXFG – Maxim Founder’s Growth & Income | | 10,235 | |
1LBLCHA - AIM Charter | | 110,380 | |
1LVAXVI - Maxim Value Index | | 73,489 | |
1MVAOS2 – Oakmark Select II | | 24,986 | |
1IWSPGC - Putnam Global Growth | | 56,925 | |
1IFSXIA - Maxim Invesco ADR | | 2,037 | |
1IWSJAW - Janus Advisor Worlwide | | 3,016 | |
1IPAXIP – Maxim Index Pacific Fund | | 4,053 | |
1IEUXIE - Maxim Index European Fund | | 748 | |
1CMMXMM - Maxim Money Market | | 56,982 | |
1PBAXP1 - Profile Series I | | 66,516 | |
1PBAXP2 - Profile Series II | | 169,726 | |
1PBAXP3 - Profile Series III | | 92,181 | |
1PBAXP4 - Profile Series IV | | 61,154 | |
| | | | |
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Identity of issue | | Value | |
| | | |
1PBAXP5 - Profile Series V | | 8,154 | |
1LVAPGI – Putnam Growth & Income Fund | | 159,477 | |
1LBLFGO – Fidelity Advisors Growth Opportunity | | 40,531 | |
1SGRBSC – Berger Small Company Growth Investor | | 1,108 | |
175AA – Ariel Appreciation | | 9,032 | |
1MGRIVD – Invesco Dynamics | | 1,999 | |
1LVADAV - Dreyfus Premier Strategic Value A | | 3,951 | |
Capital Corp of the West – Common Stock | | 2,776,474 | |
Loans to plan participants | | 21,975 | |
Cash – Money market Account | | 4,811 | |
Contribution receivable from Capital Corp of the West | | 53,366 | |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Administrative Committee of the Stock Bonus Employee Stock Ownership Plan has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
Capital Corp of the West
401(k) and Employee Stock Ownership Plan
Date: July 28, 2003 | | |
| | |
|
| By: | /S/ R. Dale McKinney | |
| | R. Dale McKinney |
| | Chief Financial Officer |
| | | | | |
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