SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the fiscal year ended December 31, 1999, Commission file number 0-10658
BWC FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
California 94-2621001
(State of other jurisdiction of (I.R.S. Employee
incorporation or organization) Identification No.)
1400 Civic Drive, Walnut Creek, California 94596
(Address of principal executive offices)
Registrant's telephone number, including area code: 925-932-5353
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, no par value
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No ____
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (229.405 of this chapter) is not contained herein,
and will not be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by reference in
Part III of this Form 10-K or any amendment to this Form 10-K. [ ]
State the aggregate market value of the voting stock held by non-affiliates
of the registrant, as of March 15, 2000: $40,373,000.
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of March 15, 2000.
Title of Class: Common Stock, no par value Shares Outstanding: 2,707,853
Documents Incorporated by Reference* Incorporated Into:
1999 Annual Report to Shareholders Part II and IV
Definitive Proxy Statement for the 2000 Part III
Annual Meeting of Shareholders to be
filed by March 24, 2000.
* Only selected portions of the document specified are incorporated by
reference into this report, as more particularly described herein.
TABLE OF CONTENTS
PAGE
PART I
Item 1 Business 3
Item 2 Properties 5
Item 3 Legal Proceedings 5
Item 4 Submissions of Matters to a Vote of Shareholders 5
PART II
Item 5 Market for the Registrant's Common Stock and
Related Shareholder Matters 6
Item 6 Selected Financial Data 6
Item 7 Management's Discussion and Analysis of
Financial Condition and Results of Operations 7 - 14
Item 8 Financial Statements and Supplementary Data 15
Item 9 Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 15
PART III
Item 10 Directors and Executive Officers of
the Registrant 16
Item 11 Executive Compensation 16
Item 12 Security Ownership of Certain Beneficial
Owners and Management 16
Item 13 Certain Relationships and Related Transactions 16
PART IV
Item 13 Exhibits, Financial Statement Schedules and
Reports on Form 8-K 16
Signatures 17
Index to Exhibits 18
PART I
ITEM 1. BUSINESS
BWC Financial Corp. ("Corporation") is a bank holding company registered
under the Bank Holding Company Act of 1956, as amended. It is a holding
company for Bank of Walnut Creek, ("Bank") which was incorporated under the
laws of the State of California on November 26, 1979. Its principal office
is located at 1400 Civic Drive, Walnut Creek, California 94596, and its
telephone number is (925) 932-5353.
The Bank has conducted the business of a commercial bank since December 12,
1980. The Bank's primary focus is to engage in wholesale commercial
banking, serving small to middle-sized businesses, professionals, high net
worth individuals and general retail banking business. Rather than
concentrate on any specific industry, the Bank has solicited and attracted
customers from a wide variety of light manufacturing, wholesaling,
retailing, contracting, real estate development and service businesses,
accountants, physicians and dentists.
The Bank offers a full range of commercial banking services, emphasizing
the banking needs of individuals and the business and professional
community in Walnut Creek, California and surrounding areas of Contra Costa
County. The Bank accepts checking and savings deposits, makes construction
loans, mortgage real estate loans, commercial loans, SBA loans, leases, and
installment loans, and offers safe deposit services, including oversize
boxes for short-term storage. It sells travelers checks, issues drafts,
and offers other customary banking services.
The Bank offers its depositors a wide selection of deposit instruments
including money market accounts, NOW accounts, and time certificates of
deposit. The Bank also offers an auto deposit pick-up service to its
professional and business clients. Automatic teller machines are available
at all bank locations, 24 hours a day, and are part of the EDS and Cirrus
networks with ATM access at locations throughout the United States and
Canada. The Bank offers its clients 24-hour telephone access to their
accounts through a system called Telebanc, and PC banking access through a
system called PCBanc.
The Bank operates an SBA (Small Business Administration) lending
department, and also has a "Business Credit" department which provides
asset-based (factoring)loans with assignment of receivables. Both of these
areas of the Bank add to the Corporation's range of services to its
clients.
The Corporation also operates, through its subsidiary, BWC Real Estate, a
joint venture brokerage service called "BWC Mortgage Services". This
brokerage division not only provides long-term mortgage placement services
for the Bank's construction loan clients but for non-clients seeking long-
term mortgage financing. The long-term financing is placed through the
most competitive mortgage investors available in the market.
The Bank is not at this time authorized to conduct trust business and has
no present intention to apply to regulatory authorities to do so. Although
the Bank does not directly offer international banking services, the Bank
does make such services available to its customers through other financial
institutions with which the Bank has correspondent banking relations.
Service Area
The primary service area of The Bank and its branches is Contra Costa
County and Alameda County with limited lending activity also in Solano
County. Walnut Creek, California, is site of the Corporation's main office
and the Bank also operates offices in the cities of Orinda, Danville, San
Ramon, Pleasanton, Fremont and Livermore California.
BWC Financial Corp. has no foreign or international activities or
operations.
Competition
The banking business in the Bank's primary service area, consisting of
Contra Costa County, southern Solano County, and northern Alameda County,
is highly competitive with respect to both loans and deposits. The area is
dominated by the major California banks, all of which have multiple branch
offices throughout our defined service area. Additionally, there are many
thrifts representing most of the major thrift institutions operating in the
California market. There are also a number of other independent banks that
are a source of competition due to the similarity of the market served.
Among the advantages of major banks are their abilities to finance wide-
ranging advertising campaigns, to offer certain services (for example,
trust services) which are not offered directly by the Bank, and to have
substantially higher legal lending limits due to their greater
capitalizations. In addition to major banks, some of the nation's largest
savings and loan associations are located in California and compete for
mortgage business along with smaller savings and loan associations.
The Bank is in direct competition with all these financial institutions.
Management believes the Bank competes successfully with these institutions
because of sound management techniques and the flexibility to adjust to
changing economic situations. The dedication of founders, directors, and
Bank personnel has been instrumental in the Bank's ability to compete. The
Bank is dedicated to providing personal attention to the financial needs of
businesses, professionals, and individuals in its service area.
Employees
At December 31, 1999, The Bank employed 110 people. At the present time
there are no employees directly employed by BWC Financial Corp. or by its
mortgage subsidiary, BWC Real Estate. There are 31 persons employed by the
joint venture, BWC Mortgage Services, either directly or as independent
contractors.
Supervision and Regulation
As a California state-licensed bank, the Bank is subject to regulation,
supervision and periodic examination by the California State Banking
Department. The Bank is also subject to regulation, supervision, and
periodic examination by the Federal Deposit Insurance Corporation (the
"FDIC"). The Bank is not a member of the Federal Reserve System, but is
nevertheless subject to certain regulations of the Board of Governors of
the Federal Reserve System. As a state bank, the Bank's deposits are
insured by the FDIC to the maximum amount permitted by law, which is
currently $100,000.
The regulations of those state and federal bank regulatory agencies govern
most aspects of the Bank's business and operations, including, but not
limited to, requiring the maintenance of noninterest-bearing reserves on
deposits, limiting the nature and amount of investments and loans which may
be made, regulating the issuance of securities, restricting the payment of
dividends, regulating bank expansion and bank activities, including real
estate development activities and determining characteristics of certain
deposit accounts.
ITEM 2. PROPERTIES
The principal office of the Bank is located at 1400 Civic Drive, in the
financial district of downtown Walnut Creek. The Bank opened for business
on December 12, 1980 and its premises are located in a modern building of
which the Bank has leased approximately 11,917 square feet.
BWC Financial Corp. shares common quarters with The Bank in its principal
office.
On September 24, 1982, a branch office was opened at 224 Brookwood Road,
Orinda, California, serving the Orinda area. The premises are located in a
new facility which was constructed on this site in 1994 with 2,186 square
feet of office space.
On November 12, 1985, a branch office was opened at 3130 Crow Canyon Place,
San Ramon, California, serving the San Ramon area. The premises are
located in a modern building of which the Bank has leased approximately
3,375 square feet of office space.
On June 8, 1990, a branch office was opened at 424 Hartz Avenue, Danville,
California, serving the Danville area. The premises are located in a
modern building containing 2,263 square feet of office space.
On April 15, 1994 a branch office was opened at 249 Main Street,
Pleasanton, California serving the Pleasanton area. The premises are
located in a single building containing 3,880 square feet of office space.
On June 15, 1996 a branch office was opened at 4030 Clipper Court, Fremont,
California, serving the Fremont area. The premises are located in an
office park where the Bank leased 2,240 square feet of office space. A
full service charter was approved; however, at this time the facility is
being used for the development of loans to the surrounding business
community.
On November 9, 1998 a branch office was opened in Livermore, California, in
temporary quarters. On November 15, 1999 the office was relocated into
permanent quarters, owned by the Bank, located at 211 South J Street,
Livermore, California. The premises are located in a single, modern
building containing 2,100 square feet of office space.
ITEM 3. LEGAL PROCEEDINGS
At this time there are no pending or threatened legal proceedings to which
the Corporation is a party or to which any of the Corporation's properties
are subject.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SHAREHOLDERS
Approve of the BWC Financial Corp. 2000 Stock Option Plan which provides
for both incentive stock options and non-qualified stock options.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SHAREHOLDER
MATTERS.
The information required to be furnished pursuant to this item is set forth
under the caption "Common Stock Prices" on page 34 of the Corporation's
1999 Annual Report to Shareholders and is incorporated herein by reference.
ITEM 6. SELECTED FINANCIAL DATA
The information required to be furnished pursuant to this item is set forth
under the caption "Management's Discussion and Analysis of Operations" on
page 30 of the Corporation's 1999 Annual Report to Shareholders and is
incorporated herein by reference.
<FN>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
For management's discussion and analysis of financial condition and results of operations, see
"Management's Discussion and Analysis of Operations" at pages 30 through 35 of the 1999 Annual
Report to Shareholders which is incorporated herein by reference. The following statistical
disclosures should be read in conjunction with the consolidated financial statements and notes
thereto of the 1999 Annual Report to Shareholders which is incorporated herein by reference.
The following is an analysis of net interest earnings for the years ended December 31.
</FN>
EARNING ASSETS 1999 1998
Interest Rates Interest Rates
Average Income/ Earned/ Average Income/ Earned/
Balance Expense Paid(1) Balance Expense Paid(1)
Federal Funds Sold $ 9,639,000 $ 483,000 5.01% $ 7,825,000 $ 421,383 5.39%
Other Short-Term
Investments 3,073,000 148,000 4.82 4,075,000 218,448 5.36
Investment Securities:
U.S. Treasury Securities 10,655,000 604,000 5.67 10,617,000 636,752 6.00
Securities of U.S.
Government Agencies 22,847,000 1,382,000 6.05 21,919,000 1,333,073 6.08
Obligations of States &
Political Subdivisions(2) 23,219,000 1,217,000 6.47 21,968,000 1,180,327 6.55
Other Securities 4,640,000 276,000 5.95 910,000 51,987 5.71
Loans (3) (4) (5) 191,249,000 20,674,000 10.81 166,697,000 18,020,067 10.81
TOTAL EARNING ASSETS $265,322,000 $24,784,000 9.45% $234,011,000 $21,862,037 9.45%
NONEARNING ASSETS 19,425,000 14,105,000
TOTAL $284,747,000 $248,116,000
ITEM 7. (continued)
LIABILITIES AND SHAREHOLDERS' EQUITY 1999 1998
Interest Rates Interest Rates
Average Income/ Earned/ Average Income/ Earned/
Balance Expense Paid(1) Balance Expense Paid(1)
INTEREST-BEARING DEPOSITS:
Savings and NOW Accounts $ 36,517,000 $ 538,000 1.47% $ 32,522,000 $ 535,732 1.65%
Money Market Accounts 85,923,000 3,408,000 3.97 61,706,000 2,466,753 4.00
Time Deposits 55,288,000 2,602,000 4.71 70,534,000 3,767,981 5.34
TOTAL 177,728,000 6,548,000 3.68 164,762,000 6,770,466 4.11
Federal Funds Purchased 162,000 8,000 4.89 85,000 3,792 4.46
Other Borrowed Funds 849,000 69,000 8.13 - - -
TOTAL INTEREST-BEARING
DEPOSITS AND BORROWINGS $178,739,000 $ 6,625,000 3.69% $164,847,000 $ 6,774,258 4.11
NONINTEREST-BEARING DEPOSITS 76,634,000 - 59,098,000 -
OTHER LIABILITIES 2,621,000 - 2,248,000 -
SHAREHOLDERS' EQUITY 26,753,000 - 21,923,000 -
TOTAL $284,747,000 $248,116,000
NET INTEREST INCOME
AND NET INTEREST MARGIN
ON AVERAGE EARNING ASSETS $18,159,000 6.97% $15,087,779 6.56%
<FN>
(1) Minor rate differences from a straight division of interest by average assets are due to
the rounding of average balances.
(2) Amounts calculated on a fully tax-equivalent basis where appropriate (1999 and 1998
Federal Statutory Rate was 34%).
(3) Nonaccrual loans of $38,000 and $2,176,000 as of December 31, 1999 and 1998 have been
included in the average loan balance. Interest income is included on nonaccrual loans
only to the extent to which cash payments have been received.
(4) Average loans are net of average deferred loan origination fees of $982,000 and $859,000
in 1999 and 1998, respectively.
(5) Loan interest income includes loan origination fees of $1,850,000 and $1,657,000 in 1999
and 1998, respectively.
</FN>
Change in Interest and Expense
Due to Volume Change and Rate Change
The following table provides pertinent information about interest income and
expense between the years 1999 and 1998, and between the years 1998 and 1997.
The change resulting primarily from growth in each asset or liability category
is expressed as a volume change. The change resulting primarily from changes
in rates is expressed as a rate change. The change attributed to both rate
and volume is allocated equally between both rate and volume changes.
During 1999 total interest income increased $2,922,000 over 1998. Of this
increase, 115% was related to the increase in the volume of average earning
assets in 1999 as compared to 1998 and -15% was related to interest rates.
During 1999 total interest expense decreased $149,000 from 1998. Based on
volume changes alone, interest expense would have increased $315,000. Due to
decreases in interest rates paid for funds, interest expense based on rates
alone decreased $464,000.
Based on the above factors affecting interest income and interest expense, net
interest income increased $3,071,000 during 1999 as compared to 1998.
During 1998 total interest income increased $3,546,000 over 1997. Of this
increase, 95% was related to the increase in the volume of average earning
assets in 1998 as compared to 1997, and 5% was related to interest rates.
During 1998 total interest expense increased $1,004,000 over 1997. Of this
increase, 105% was due to the growth in interest-bearing deposits between the
respective periods, and -5% was due to lower interest rates.
Based on the above factors affecting interest income and interest expense, net
interest income increased $2,542,000 during 1998 as compared to 1997.
ANALYSIS OF CHANGES IN INTEREST INCOME AND EXPENSES
1999 over 1998 1998 over 1997
Volume Rate Total Volume Rate Total
Increases (Decreases)
in Interest Income
Federal Funds Sold $ 94,000 $ (33,000) $ 61,000 $ 52,000 $(14,000) $ 38,000
Other Short-Term Investments (51,000) (19,000) (70,000) 173,000 (2,000) 171,000
Investment Securities:
U.S. Treasury Securities 2,000 (35,000) (33,000) 102,000 (14,000) 88,000
Secutities of U.S.
Government Agencies 56,000 (7,000) 49,000 834,000 (63,000) 771,000
Obligations of State and
Political Subdivisions (1) 54,000 (17,000) 37,000 551,000 (38,000) 513,000
Corporate Debit Securities 217,000 6,000 223,000 26,000 26,000 52,000
Loans 2,988,000 (333,000) 2,655,000 1,615,000 298,000 1,913,000
Total Increase (Decrease) $ 3,360,000 $ (438,000) $2,922,000 $ 3,353,000 $193,000 $ 3,546,000
Increase (Decrease) in Interest Expense
Deposits:
Savings and NOW Accounts $ 62,000 $ (60,000) $ 2,000 $ 102,000 $ (3,000) $ 99,000
Money Market Accounts 964,000 (20,000) 944,000 919,000 138,000 1,057,000
Time Deposits (750,000) (418,000) (1,168,000) 32,000 (184,000) (152,000)
Federal Funds Purchased 4,000 - 4,000 1,000 (1,000) -
Other Borrowed Funds 35,000 34,000 69,000 69,000 69,000 138,000
Total Increase (Decrease) $ 315,000 $ (464,000) $ (149,000) $ 1,054,000 $(50,000) $ 1,004,000
Increase (Decrease) on
Net Interest Income $ 3,045,000 $ 26,000 $3,071,000 $ 2,299,000 $243,000 $ 2,542,000
<FN>
(1) Amounts calculated on a fully taxable equivalent basis where appropriate.
</FN>
INVESTMENT SECURITIES
<FN>
Information regarding the book value of investment securities as of December 31, 1999 and 1998 is set
forth in Note 2 on Page 14 of the Corporation's 1999 Annual Report to Shareholders and is
incorporated herein by reference.
The following table is a summary of the relative maturities and yields on the Bank's investment
securities as of December 31, 1999. Yields have been computed by dividing annual interest income,
adjusted for amortization of premium and accretion of discount, and by book values of the related
securities.
</FN>
Maturing
After One But Within
Within One Year Five Years Over Five Years Total
Amount Yield Amount Yield Amount Yield Amount Yield
U.S. Treasury Securities $ 5,990,000 5.30% $ 2,003,000 5.22% $ - -- $ 7,993,000 5.28%
Obligations of U.S.
Government Agencies 2,996,000 5.90 20,650,000 6.16 3,931,000 7.57 27,577,000 6.33
Obligations of State and
Political Subdivisions:
Tax-exempt* 2,257,000 6.36 6,234,000 6.16 3,248,000 6.35 11,739,000 6.25
Taxable 665,000 5.81 9,926,000 6.18 631,000 7.44 11,222,000 6.23
Other Securities - - 4,439,000 6.30 2,486,000 7.57 6,925,000 6.76
TOTAL $11,908,000 5.68% $43,252,000 6.14% $10,296,000 7.18% $65,456,000 6.22%
<FN>
* Interest is exempt from federal income taxes.
</FN>
LOAN PORTFOLIO
<FN>
Information regarding the loan portfolio of the Corporation as of December 31, 1999 and 1998
is set forth in Note 3 on page 15 of the Corporation's 1999 Annual Report to Shareholders and
is incorporated herein by reference.
Maturity Distribution and Interest Rate Sensitivity of Loans
The following table shows the maturity distribution and interest rate sensitivity of loans
of the Corporation on December 31, 1999.
</FN>
LOANS WITH A MATURITY OF
One Year One to After Five
or Less Five Years Years Total
Real Estate Construction $ 78,158,000 -- -- $ 78,158,000
Commercial 42,361,000 $ 16,488,000 $ 18,540,000 77,389,000
Installment 2,495,000 6,307,000 25,325,000 34,127,000
Real Estate Mortgages 1,747,000 8,446,000 14,092,000 24,285,000
TOTAL $ 124,761,000 $ 31,241,000 $ 57,957,000 $ 213,959,000
Loans with Fixed Interest Rates $ 1,360,000 $ 3,107,000 $ 1,323,000 $ 5,790,000
Loans with Floating Interest Rates 208,169,000 - - 208,169,000
TOTAL $ 209,529,000 $ 3,107,000 $ 1,323,000 $ 213,959,000
ALLOWANCE FOR CREDIT LOSSES
<FN>
Information regarding the analysis of the allowance for credit losses of the Corporation for
the years ended December 31, 1999, 1998 and 1997 is set forth in Note 4 on page 16 of the
Corporation's 1999 Annual Report to Shareholders and is incorporated herein by reference.
Allocation of allowance for credit losses is based upon estimates of potential credit losses
and is maintained at a level considered adequate to provide for losses that can be reasonably
anticipated. The allowance is increased by provisions charged to expense and reduced by net
charge-offs. Management continually evaluates the economic climate and other conditions to
determine the adequacy of the allowance. Ultimate losses may vary from current estimates.
</FN>
1999 1998
Allocation Loans As A Allocation Loans As A
of Allowance Percent Of of Allowance Percent Of
Balance Total Loans Balance Total Loans
Type of Loan
Real Estate Construction $1,134,000 36.53% $ 952,000 36.93%
Commercial 2,078,000 36.17 1,113,000 34.37
Installment 291,000 15.95 333,000 17.18
Real Estate Mortgages 61,000 11.35 55,000 11.52
Unallocated 902,000 -- 1,466,000 --
TOTAL $4,466,000 100.00% $3,919,000 100.00%
<FN>
BWC Financial Corp. believes that any breakdown or allocation of the allowance into loan
categories lends an appearance of exactness which does not exist, in that the allowance is
utilized as a single unallocated reserve available for all loans and commitments to extend
credit. The allowance breakdown shown above should not be interpreted as an indication of
the specific amount or specific loan categories in which future charge-offs may ultimately
occur.
</FN>
DEPOSITS
The following table shows daily average balances for the various classifications
of deposits for the periods indicated.
For the Year Ended
December 31,
1999 1998
Average Average
Balance Rates Balance Rates
Noninterest-Bearing Demand $ 76,634,000 -- $ 60,439,000 --
Savings and NOW Accounts 36,517,000 1.47% 32,522,000 1.65%
Money Market Accounts 85,923,000 3.97 61,706,000 4.00
Time Deposits 55,287,000 4.71 70,534,000 5.34
Total Deposits $254,361,000 2.58% $225,201,000 3.01%
FINANCIAL RATIOS
The following table shows key financial ratios for the Corporation for the years
indicated.
Year Ended December 31,
1999 1998
Return on average assets 1.70% 1.70%
Return on average shareholders' equity 17.93% 19.29%
Cash dividend payout ratio 0.00% 0.00%
Average shareholders' equity as % of:
Average total assets 9.49% 8.84%
Average total deposits 10.52% 9.73%
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required to be furnished in this item is set forth in the
Consolidated Financial Statements on pages 8 through 28 of the Corporation's
1999 Annual Report to Shareholders and is incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
None
PART III
Pursuant to General Instruction G(3), the information in Items 10, 11, 12 and
13 of Part III is furnished by way of incorporation by reference to those
sections of the Registrant's Proxy Statement for the 2000 Annual Meeting of
Shareholders which contain the information required by Items 401, 402, 403,
404 and 405 of Regulation S-K. The Registrant intends to file a definitive
copy of such Proxy Statement, pursuant to Regulation 14A, by March 20, 2000.
PART IV
ITEM 13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(A) Documents Filed as Part of this Report
1. Financial Statements
The consolidated financial statements of BWC Financial Corp. and its
subsidiary listed below, and appearing at the indicated page number in
BWC's 1999 Annual Report to Shareholders, are incorporated by reference
into this report.
BWC FINANCIAL CORP. AND SUBSIDIARIES Page Number*
Independent Public Accountants' Report for the years
ended December 31, 1999 and 1998 is filed herewith 29
Consolidated Balance Sheets as of December 31, 1999 and 1998 8
Consolidated Statements of Income for the years ended
December 31, 1999, 1998 and 1997 9
Consolidated Statements of Shareholders' Equity for the
years ended December 31, 1999, 1998 and 1997 10
Consolidated Statements of Cash Flows for the years ended
December 31, 1999, 1998 and 1997 11
Notes to Consolidated Financial Statements 12 - 28
2. Financial Statement Schedules
All financial statement schedules have been omitted, as they are
inapplicable or the required information is included in the consolidated
financial statements or notes thereto.
(B) Reports on Form 8-K
No reports on form 8-K were filed by BWC Financial Corp. during the fourth
quarter of 1999.
(C) Exhibits Filed:
See Index to Exhibits at page 16 of this Form 10-K.
*Refers to page number in the 1999 Annual Report to Shareholders.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
BWC FINANCIAL CORP.
Leland E. Wines
By
Leland E. Wines
Executive Vice President and Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the date indicated.
Signature Title Date
James L. Ryan March 28, 2000
Chairman of the Board ________________
James L. Ryan and Director
March 28, 2000
Leland E. Wines Executive Vice President and ________________
Chief Financial Officer
March 28, 2000
Tom Mantor Director ________________
March 28, 2000
Richard G. Hill Director ________________
Reynold C. Johnson III March 28, 2000
Director ________________
Craig Lazzareschi March 28, 2000
Director ________________
John F. Nohr March 28, 2000
Director ________________
John L. Winther March 28, 2000
Director ________________
INDEX TO EXHIBITS
EXHIBIT EXHIBIT NUMBER
Articles of Incorporation and Amendments Refer to 10K filing
of March 1994.
By-Laws Refer to 10K filing
of March 1994.
1999 Annual Report to Shareholders 13.1
Consents of Independent Public Accountants:
Arthur Andersen LLP Consent dated February 18, 2000 24.1
Report of Independent Public Accountants:
Arthur Andersen LLP Report dated February 18, 2000 25.1
ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Form 10-K and the previously filed registration statement of
BWC Financial Corp. on Form S-8 (File No. 33-22290) of our report dated
February 18, 2000, in BWC Financial Corp.'s 1999 Annual Report. It should be
noted that we have not audited any financial statements of BWC Financial Corp.
subsequent to December 31, 1999, or performed any audit procedures subsequent
to the date of our report.
Arthur Andersen LLP
San Francisco, California
March 21, 2000
Exhibit 24.1
ARTHUR ANDERSEN LLP
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Shareholders and
Board of Directors of
BWC Financial Corp.:
We have audited the accompanying consolidated balance sheets of BWC Financial
Corp. (a California corporation) and Subsidiaries as of December 31, 1999 and
1998, and the related consolidated statements of income, changes in
shareholders' equity and cash flows for each of the three years in the period
ended December 31, 1999. These consolidated financial statements are the
responsibility of the Corporation'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 consolidated financial statements referred to above
present fairly, in all material respects, the financial position of BWC
Financial Corp. and Subsidiaries as of December 31, 1999 and 1998, and the
results of their operations and their cash flows for each of the three years
in the period ended December 31, 1998, in conformity with generally accepted
accounting principles.
Arthur Andersen LLP
San Francisco, California
February 18, 2000
Exhibit 25.1