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 17, 2002
CVB Financial Corp.
(Exact name of registrant as specified in its charter)
California 95-3629339
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
Commission file number: 1-10394
701 North Haven Avenue
Ontario, California 91764
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (909) 980-4030
Not Applicable
(Former name or former address, if changed since last report)
Item 1. Changes in Control of Registrant
Not Applicable
Item 2. Acquisition or Disposition of Assets
Not Applicable
Item 3. Bankruptcy or Receivership
Not Applicable
Item 4. Changes in Registrant's Certifying Accountant
Not Applicable
Item 5. Other Events
On January 17, 2002, Citizens Business Bank, a wholly-owned subsidiary of CVB Financial Corp., Western Security
Bancorp, and Western Security Bank, National Association executed an Agreement and Plan of Reorganization which provides for the
acquisition of Western Security Bancorp and its wholly owned subsidiary Western Security Bank, National Association. The acquisition
is subject to (i) the receipt of regulatory approvals, (ii) the approval of the Western Security Bancorp shareholders, (iii) the
receipt of all necessary third party consents, and (iv) the satisfaction or waiver of all other conditions specified in the Agreement
and Plan of Reorganization.
Pursuant to the terms of the Agreement and Plan of Reorganization, at the effective time of the merger, each
outstanding share of common stock of Western Security Bancorp, except dissenting shares, will be canceled and converted into the
right to receive the per share price. The per share price shall be equal to the quotient obtained by dividing the aggregate purchase
price by the number of shares of Western Security Bancorp stock outstanding immediately prior to the effective time of the merger.
The aggregate purchase price will be equal to the product obtained by multiplying 1.2 times the adjusted Western Security Bancorp
book value at the month end prior to closing, provided, however, if such amount would yield a per share price of less than $8.50 per
share, the per share price will be adjusted upward to $8.50. There are currently 793,029 shares of Western Security Bancorp stock
outstanding.
CVB Financial Corp. has attached to this Report on Form 8-K a copy of the executed Agreement and Plan of
Reorganization Agreement as Exhibit 2.1.
On January 18, 2002, CVB Financial Corp. and Western Security Bancorp issued a press release announcing the merger,
which is attached hereto as Exhibit 99.1, and incorporated herein by reference.
Item 6. Resignations of Registrant's Directors
Not Applicable
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements
Not Applicable
(b) Pro Forma Financial Information
Not Applicable
(c) Exhibits
2.1 Agreement and Plan of Reorganization by and among Citizens Business Bank, Western Security
Bancorp, and Western Security Bank, National Association, dated as of January 17,
2002, as amended.
99.1 Press Release relating to the Agreement and Plan of Reorganization.
Item 8. Change in Fiscal Year
Not Applicable
Item 9. Regulation FD Disclosure
Not Applicable
SIGNATURES
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 hereunto duly authorized.
CVB Financial Corp.
(Registrant)
Date: January 25, 2002 By: /s/ D. Linn Wiley
-----------------------------
D. Linn Wiley
President and Chief Executive Officer
Exhibit Index
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2.1 Agreement and Plan of Reorganization by and among Citizens Business Bank, Western Security Bancorp, and Western Security
Bank, National Association, dated as of January 17, 2002, as amended.
99.1 Press Release relating to the Agreement and Plan of Reorganization.
