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): May 13, 2002
MARATHON BANCORP
(Exact name of registrant as specified in its charter)
95-3770539
CALIFORNIA (I.R.S. Employer
(State or other jurisdiction of 0-12510 Identification No.)
incorporation or organization) (Commission File Number)
11150 WEST OLYMPIC BOULEVARD
LOS ANGELES, CALIFORNIA 90064
(Address and zip code of Registrant's principal executive offices)
(310) 996-9100
(Registrants telephone number, including area code)
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INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 5. OTHER EVENTS.
On May 14, 2002, the registrant, Marathon Bancorp, issued a joint press
release with First Community Bancorp announcing the signing of a definitive
agreement and plan of merger pursuant to which Marathon Bancorp will merge with
and into First Community Bancorp, and Marathon National Bank, a wholly-owned
subsidiary of Marathon Bancorp, will merge with Pacific Western National Bank, a
wholly-owned subsidiary of First Community Bancorp. A copy of the press release
is attached and incorporated herein as an Exhibit.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of businesses acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits
Press Release dated May 14, 2002.
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 hereunder duly authorized.
MARATHON BANCORP
May 14, 2002 By: /s/ CRAIG D. COLLETTE
Craig D. Collette
President and Chief
Executive Officer
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INDEX TO EXHIBITS
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Press Release dated May 14, 2002 4
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FIRST COMMUNITY BANCORP ANNOUNCES SIGNING OF DEFINITIVE
AGREEMENT TO ACQUIRE MARATHON BANCORP
Rancho Santa Fe, California, May 14, 2002 -- First Community Bancorp today
announced the signing of a definitive agreement and plan of merger pursuant to
which Marathon Bancorp will merge with and into First Community, and Marathon
Bank, a wholly-owned subsidiary of Marathon Bancorp, will merge with Pacific
Western National Bank, a wholly-owned subsidiary of First Community. Marathon
is a $109 million-asset bank located on West Olympic Boulevard in Los Angeles.
Pursuant to the definitive agreement, each Marathon Bancorp shareholder shall
have the right to elect to receive for each share of Marathon common stock
either cash or common stock of First Community with a value that depends on the
average price of First Community common stock over a fifteen-day averaging
period ending on the third business day prior to the Marathon shareholders'
meeting. If the price of First Community common stock is between $19.50 and
$23.30 over the fifteen-day averaging period, Marathon shareholders will have
the right to elect to receive, for each share of Marathon common stock they
hold, either cash or common stock of First Community with a value of $4.80
(valued at the average price over the fifteen-day averaging period). If the
price of First Community common stock over the fifteen-day averaging period is
greater than or equal to $23.30 or less than or equal to $19.50, Marathon
shareholders will have the right to elect to receive an amount in cash or common
stock that will be greater than or less than $4.80 per share, respectively.
The definitive agreement provides that at least 50% of the consideration shall
be in the form of First Community common stock. Based upon the closing price on
May 13, 2002 of $25.10 per share for First Community's common stock, the total
purchase price would be approximately $20.2 million. The transaction represents
1.69 times Marathon's book value at March 31, 2002, and 12.7 times Marathon's
annualized first quarter earnings for 2002. The merger is subject to standard
conditions, including the approval of Marathon's shareholders and bank
regulatory agencies. The transaction is expected to close in the third quarter
of 2002, at which time Marathon Bank will be merged into Pacific Western, with
Pacific Western remaining as the surviving bank.
First Community Chairman of the Board John Eggemeyer commented, "We are excited
about the opportunity to expand First Community's presence in West Los Angeles.
The acquisition of Marathon Bancorp strengthens our presence in this market by
adding one very large branch that lies directly between First Community's
branches in Santa Monica and Beverly Hills."
First Community President and Chief Executive Officer Matt Wagner added, "We are
very pleased to announce this union between First Community and Marathon
Bancorp. Marathon has an excellent mix of both deposits and loans, and its
location is a perfect fit with First Community's existing Los Angeles franchise.
Furthermore, we expect this transaction to be accretive to earnings in 2003."
Marathon President and Chief Executive Officer Craig Collette added, "Combining
with First Community will enable us to offer Marathon's customers access to an
expanded menu of banking and investment products. We look forward to working
with First Community on this business combination."
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First Community also has pending mergers based upon definitive agreements to
acquire all of the outstanding common stock of both First National Bank of San
Diego and Upland Bank. First National Bank of San Diego is a $714 million-asset
bank with seven branches in San Diego County. Pursuant to the definitive
agreement, each First National shareholder shall have the right to elect to
receive for each share of First National common stock or First National
preferred stock either $10.00 in cash or .5008 of a share of First Community
common stock. The definitive agreement provides that at least and no more than
45% of the total consideration shall be in the form of First Community common
stock. The merger is subject to standard conditions, including the approval of
First National's shareholders and bank regulatory agencies. The transaction is
expected to close in the third quarter of 2002, at which time First National
will be merged into Rancho Santa Fe National Bank. The surviving bank will
operate under the name of First National Bank.
Upland is a $108 million-asset bank with branches in Upland and Chino. Pursuant
to the definitive agreement with Upland, each Upland shareholder shall have the
right to elect to receive for each share of Upland common stock either $11.73 in
cash or .5034 of a share of First Community common stock. The definitive
agreement provides that at least 45% of the consideration shall be in the form
of First Community common stock. The merger is subject to standard conditions,
including the approval of Upland's shareholders and bank regulatory agencies.
The transaction is expected to close in the third quarter of 2002, at which time
Upland will be merged into Pacific Western, with Pacific Western remaining as
the surviving bank.
After completing the pending acquisitions and the ensuing combination of bank
charters, First Community will have two wholly-owned banking subsidiaries, First
National Bank with fifteen branches in San Diego County, and Pacific Western
Bank with nineteen branches in Los Angeles, Orange, Riverside and San Bernardino
Counties. Total assets of the organization are estimated to be approximately
$2.2 billion on a pro forma basis.
Forward-Looking Statements
This press release includes forward-looking statements that involve inherent
risks and uncertainties. First Community Bancorp and Marathon Bancorp caution
readers that a number of important factors could cause actual results to differ
materially from those in the forward-looking statements. These factors include
economic conditions and competition in the geographic and business areas in
which First Community Bancorp and Marathon Bancorp operate, inflation,
deflation, fluctuations in interest rates, legislation and governmental
regulation and the progress of integrating the operations of First Community
Bank of the Desert, First Professional Bank, N. A., First Charter Bank, N. A.,
Pacific Western National Bank, Capital Bank of North County, Upland Bank, First
National Bank and Marathon Bancorp.
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REGISTRATION STATEMENT
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY
STATEMENT-PROSPECTUSES REGARDING THE BUSINESS COMBINATION TRANSACTIONS REFERRED
TO IN THIS PRESS RELEASE, WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION. THE PROXY STATEMENT-PROSPECTUSES WILL BE FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION BY FIRST COMMUNITY BANCORP. INVESTORS AND
SECURITY HOLDERS MAY OBTAIN FREE COPIES OF THE REGISTRATION STATEMENTS AND PROXY
STATEMENT-PROSPECTUSES (WHEN THEY ARE AVAILABLE) AND OTHER DOCUMENTS FILED BY
FIRST COMMUNITY BANCORP WITH THE COMMISSION AT THE COMMISSION'S WEBSITE AT
WWW.SEC.GOV. THE REGISTRATION STATEMENTS AND PROXY STATEMENT-PROSPECTUSES MAY
ALSO BE OBTAINED FOR FREE FROM FIRST COMMUNITY BANCORP BY DIRECTING A REQUEST
TO: PACIFIC WESTERN BANK, 275 N. BREA BOULEVARD, BREA, CA 92821. ATTENTION: LYNN
HOPKINS. TELEPHONE: 714-674-5330.
FIRST COMMUNITY BANCORP'S EXECUTIVE OFFICERS AND DIRECTORS MAY BE DEEMED TO BE
PARTICIPANTS IN THE SOLICITATION OF PROXIES FROM THE SHAREHOLDERS OF FIRST
COMMUNITY BANCORP IN CONNECTION WITH THE FIRST NATIONAL BANK BUSINESS
COMBINATION. INFORMATION CONCERNING THE IDENTITY OF THE PARTICIPANTS IN THE
SOLICITATION OF PROXIES BY FIRST COMMUNITY BANCORP'S EXECUTIVE OFFICERS AND
DIRECTORS AND THEIR DIRECT OR INDIRECT INTERESTS, BY SECURITY HOLDINGS OR
OTHERWISE, MAY BE OBTAINED FROM THE SECRETARY OF FIRST COMMUNITY BANCORP AT THE
ADDRESS LISTED ABOVE. INFORMATION CONCERNING THE IDENTITY OF THE PARTICIPANTS
IN THE SOLICITATION OF PROXIES BY MARATHON BANCORP'S EXECUTIVE OFFICERS AND
DIRECTORS AND THEIR DIRECT OR INDIRECT INTERESTS, BY SECURITY HOLDINGS OR
OTHERWISE, MAY BE OBTAINED FROM THE SECRETARY OF MARATHON BANCORP AT: MARATHON
BANCORP, 11150 WEST OLYMPIC BOULEVARD, LOS ANGELES, CA 90064. INVESTORS AND
SECURITY HOLDERS MAY OBTAIN MORE DETAILED INFORMATION REGARDING THE DIRECT AND
INDIRECT INTERESTS OF FIRST COMMUNITY BANCORP'S EXECUTIVE OFFICERS AND DIRECTORS
AND MARATHON'S EXECUTIVE OFFICERS AND DIRECTORS IN THE BUSINESS COMBINATION
TRANSACTION BY READING THE JOINT PROXY STATEMENT-PROSPECTUS FILED WITH THE SEC
WHEN IT BECOMES AVAILABLE.
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