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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
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Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) October 20, 1995
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ELDORADO BANCORP
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(Exact Name of Registrant as Specified in Charter)
California 1-9709 95-3642383
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
17752 East 17th Street, Tustin California 92680
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (714) 832-4204
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
Page 1 of _____ Pages
Exhibit Index on Sequentially Numbered Page _____
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On October 20, 1995, Eldorado Bank, a wholly-owned subsidiary of
Eldorado Bancorp (the "Company") acquired Mariners Bancorp and its wholly-owned
subsidiary Mariners Bank. Mariners Bank operated three commercial banking
offices in southern Orange County, California. Its headquarters office was
located in San Clemente, California, and its branch banking offices were
located in San Juan Capistrano, California and Dana Point, California. All
three Mariners Bank offices have become branch offices of Eldorado Bank. The
acquisition was effected by the merger (the "Merger") of Mariners Bancorp with
and into Eldorado Bank, as a result of which Eldorado Bank succeeded to all of
the assets and operations of Mariners Bancorp, including all of the outstanding
shares of Common Stock of Mariners Bank. Immediately following the
effectiveness of the Merger, Mariners Bank was also merged into Eldorado Bank.
In the Merger, each of the 630,276 outstanding shares of Mariners
Bancorp Common Stock was converted into the right to receive one (1) share of
the Company's Common Stock and cash in the amount of $6.46, subject to the
rights of the holders thereof to exercise dissenters' rights under applicable
California law. Accordingly, the aggregate number of shares of Common Stock
of the Company issued or to be issued by the Company in the Merger will not
exceed 630,276.
At June 30, 1995, Mariners Bancorp had total assets of approximately
$77,221,000 as compared to total assets of the Company of approximately
$309,345,000 as of the same date. For the six months ended June 30, 1995,
Mariners Bancorp had net earnings of approximately $400,000. For the same
six-month period, the Company had net earnings of approximately $1,917,000.
The foregoing descriptions of the acquisition of Mariners Bancorp and
the Merger are qualified in their entirety by reference to the Agreement and
Plan of Reorganization and Merger, dated as of May 22, 1995, among the Company,
Eldorado Bank, Mariners Bancorp and Mariners Bank, which is incorporated herein
by reference to Exhibit 2.1 to the Company's Registration Statement on Form S-4
(File No. 33-61235) filed with the Commission under the Securities Act of 1933,
as amended, on July 21, 1995.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Business Acquired. The following
financial statements of Mariners Bancorp are incorporated by reference herein
from pages F-28 through F-46 inclusive of the Prospectus, dated September 12,
1995, of the Company filed with the Commission pursuant to Rule 424(b) under
the Securities Act of 1933, as amended, on September 14, 1995 (the
"Prospectus").
MARINERS BANCORP Page No.
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Report of Dayton & Associates F - 28
Consolidated Balance Sheets as of December 31, 1994 and 1993 F - 29
Consolidated Statements of Income for the years ended
December 31, 1994, 1993 and 1992 F - 30
Consolidated Statements of Changes in Stockholders' Equity
for the years ended December 31, 1994, 1993 and 1992 F - 31
Consolidated Statements of Cash Flows for the years
ended December 31, 1994, 1993 and 1992 F - 32
Notes to Consolidated Financial Statements F - 33
Consolidated Balance Sheets (Unaudited) as of
June 30, 1995 and December 31, 1994 and F - 42
Consolidated Statements of Income (Unaudited) for the
six months Ended June 30, 1995 and 1994 F - 43
Consolidated Statements of Changes in Stockholders' Equity
(Unaudited) for the six months ended June 30, 1995 and the
years ended December 31, 1992, 1993 and 1994 F - 44
Consolidated Statements of Cash Flows (Unaudited) for
the six months ended June 30, 1995 and 1994 F - 45
Notes to Consolidated Financial Statements F - 46
(b) Pro Forma Financial Information. The Unaudited Pro Forma
Combined Financial Information of the Company and Mariners Bancorp, including
an unaudited pro forma condensed
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balance sheet as of June 30, 1995 and unaudited pro forma condensed income
statements for the year ended December 31, 1994 and the six-month period ended
June 30, 1995 are incorporated by reference herein from pages 48 through 56
inclusive of the Prospectus.
(c) Exhibits.
Exhibit Number
2.1 Agreement and Plan of Reorganization and
Merger dated as of May 22, 1995, by and among
Eldorado Bancorp, a California corporation,
Eldorado Bank, a California state chartered
bank, Mariners Bancorp, a California
corporation and Mariners Bank, a California
state chartered bank (incorporated herein by
reference to Exhibit 2.1 to the Company's
Registration Statement on Form S-4 (File No.
33-61235) filed with the Commission under the
Securities Act of 1933, as amended, on July
21, 1995)
23.1 Consent of Dayton & Associates
99.1 Press Release dated October 20, 1995
99.2 Financial Statements of Mariners Bancorp
listed in Item 7 (b) above
99.3 Unaudited Pro Forma Combined Financial
Information of the Company and Mariners
Bancorp, including an unaudited pro forma
condensed balance sheet as of June 30, 1995
and unaudited pro forma condensed income
statements for the year ended December 31,
1994 and the six-month period ended June 30,
1995
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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.
ELDORADO BANCORP
Date: October _____, 1995 By: /s/ DAVID R. BROWN
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David R. Brown,
Executive Vice President and
Chief Financial Officer
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EXHIBIT INDEX
The following exhibits are attached hereto and incorporated herein by
reference:
Sequentially
Exhibit Number Description Numbered Page
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2.1 Agreement and Plan of Reorganization and Merger -
dated as of May 22, 1995, by and among
Eldorado Bancorp, a California corporation,
Eldorado Bank, a California state chartered
bank, Mariners Bancorp, a California
corporation and Mariners Bank, a California
state chartered bank.* (incorporated herein
by reference to Exhibit 2.1 to the Company's
Registration Statement on Form S-4
(File No. 33-61235) filed with the Commission
under the Securities Act of 1933, as amended,
on July 21, 1995)
23.1 Consent of Dayton & Associates
99.1 Press Release dated October 20, 1995
99.2 Financial Statements of Mariners Bancorp listed
in Item 7 (b) above
99.3 Unaudited Pro Forma Combined Financial
Information of the Company and Mariners
Bancorp, including an unaudited pro forma
condensed balance sheet as of June 30,
1995 and unaudited pro forma condensed income
statements for the year ended December 31, 1994
and the six-month period ended June 30, 1995
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* Schedules omitted. The Registrant shall furnish supplementally to the
Securities and Exchange Commission a copy of any omitted schedule upon
request.