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: May 14, 2003
Commission file number: 0-10140
CVB Financial Corp.
Incorporated pursuant to the Laws of California
Internal Revenue Service - Employer Identification No.- 95-3629339
701 North Haven Avenue, Ontario, California 91764
(909) 980-4030
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 and Regulation FD Disclosure
On May 12, 2003, CVB Financial Corp., Citizens Business Bank ("Citizens") and Kaweah National Bank ("Kaweah")
executed an Agreement and Plan of Reorganization which provides for the acquisition of Kaweah by Citizens. The acquisition is subject
to, among other things, (i) the receipt of all requisite regulatory approvals and permits, (ii) the approval of the Kaweah National
Bank 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 Kaweah National Bank will be converted into, at the election of each Kaweah shareholder, either
cash or a number of shares of CVB Financial Corp.'s common stock based on the average CVB closing price per share for a 20 day period
prior to consummation of the merger. The aggregate consideration to be paid in the merger, including payments to holders of Kaweah
stock options which are not exercised prior to consummation of the merger, will not exceed $15,500,000, of which no more than 51%
will consist of CVB common stock, and the remainder will consist of cash. Assuming an average CVB closing price of $20.28, which was
the average CVB closing price over the 20 trading days ending May 9, 2003, CVB could issue up to approximately 389,800 shares of CVB
common stock to Kaweah shareholders. As of May 14, 2003, there were 43,714,828 shares of CVB common 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 May 12, 2003, CVB Financial Corp. and Kaweah National Bank issued a press release announcing the merger, which is
attached hereto as Exhibit 99.1.
Item 6. Resignations of Registrant's Directors
Not Applicable
Item 7. Financial Statements 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 CVB Financial Corp., Citizens Business Bank and
Kaweah National Bank, dated as of May 12, 2003.
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
Item 10. Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics
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: May 14, 2003 By: /s/ D. Linn Wiley
---------------------------------------
D. Linn Wiley
President and Chief Executive Officer
Exhibit Index
-------------
2.1 Agreement and Plan of Reorganization by and among CVB Financial Corp., Citizens Business Bank and Kaweah National Bank,
dated as of May 12, 2003.
99.1 Press Release relating to the Agreement and Plan of Reorganization.