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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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) December 24, 1996
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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.)
19100 Von Karman Avenue, Suite 550, Irvine, California 92612
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (714) 798-1133
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Not Applicable
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(Former name or former address, if changed, since last report.)
Exhibit Index is on Sequentially
Numbered Page 5 of this Report
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Item 5. Other Events
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On December 24, 1996, Eldorado Bancorp ("Eldorado" or the "Registrant")
and Commerce Security Bancorp, Inc., a Delaware corporation ("CSBI"), entered
into an Agreement and Plan of Merger (the "Merger Agreement"). That Agreement
provides for CSBI to acquire, by means of a merger of Eldorado and a
wholly-owned subsidiary of CSBI (the "Merger"), 100% of the outstanding common
stock of the Registrant for cash consideration of $23 per share (the "Merger
Price"). On consummation of the Merger, each outstanding share of Eldorado will
be converted into a right to receive $23 in cash and all outstanding stock
options held by directors, officers and other employees of Eldorado will be
cancelled in exchange for cash in an amount equal to the difference between $23
and the exercise price per common share covered by such options.
In connection with the execution of the Merger Agreement, Eldorado
entered into a Stock Option Agreement with CSBI (the "Option Agreement"). That
Option Agreement grants to CSBI an option (the "CSBI Option") that will entitle
it to purchase, at an exercise price equal to $22 per share, up to a number of
shares of Eldorado's common stock that, if exercised, would represent 11% of
Eldorado's then outstanding shares. The CSBI Option will become exercisable
only if Eldorado's Board of Directors were to determine, in the exercise of
its fiduciary duties, to accept or recommend to shareholders that they approve
a merger or other strategic transaction by Eldorado with another entity and
the Board's action were to result in termination of the Merger Agreement. The
CSBI Option will terminate, without having become exercisable, in the event the
Merger Agreement is terminated for any other reason or the Merger is
consummated.
Consummation of the Merger is contingent upon, among other things, the
receipt by CSBI of approvals of the Merger from state and federal banking
regulatory agencies and the approval of the principal terms of the Merger
Agreement and the Merger by Eldorado's shareholders. Eldorado has been informed
that directors of Eldorado who own, in the aggregate, approximately 19.8% of
Eldorado's outstanding shares, in their individual capacities and not as
directors, have entered into Voting Agreements with CSBI, whereby those
directors have agreed that they will vote their Eldorado shares for approval of
the Merger Agreement and the Merger at the meeting of shareholders to be held to
vote on the Merger and, provided the Merger Agreement has not been terminated,
against any other proposal that would interfere with the consummation of the
Merger.
In addition, CSBI has entered into preliminary agreements with third
parties to obtain the financing it needs to fund the Merger consideration. Under
the Merger Agreement, if CSBI is unable to raise such financing by August 1,
1997, the final date set forth in the Merger Agreement for obtaining such
financing, or certain other events occur that result in termination of the
Merger Agreement, then, Eldorado will receive payment of a good faith cash
deposit of $4,500,000 placed in an escrow account by CSBI pursuant to the terms
of a Deposit Escrow Agreement dated as of December 24, 1996, among CSBI,
Eldorado and First Trust of California, National Association, as escrow agent.
The foregoing summaries of the Merger Agreement, the Stock Option
Agreement, the Voting Agreements and the Deposit Escrow Agreements are
qualified by the complete copies thereof, which are included as Exhibits to
this Report.
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Item 7. Financial Statements and Exhibits
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Financial Statements: Not Applicable
Exhibits:
Exhibit
Number Description of Exhibit
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2.1 Agreement and Plan of Merger dated as of December 24,
1996, between Commerce Security Bancorp, Inc. ("CSBI") and
Eldorado Bancorp ("Eldorado"), together with Form of
Agreement of Merger to be entered into by Eldorado, CSBI and
SDN Bancorp, Inc., a wholly-owned subsidiary of CSBI, to
consummate the Merger.
2.2 Deposit Escrow Agreement dated as of December 24, 1996,
among CSBI, Eldorado and First Trust of California, National
Association.
2.3 Form of Voting Agreement entered into as of December 24,
1996 by certain directors of Eldorado, in their individual
capacities, and CSBI.
4.1 Stock Option Agreement dated as of December 24, 1996,
between CSBI and Eldorado.
99 Press Release dated December 24, 1996, entitled
"COMMERCE SECURITY BANCORP, INC. AND ELDORADO BANCORP SIGN
AGREEMENT."
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SIGNATURES
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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 thereunto duly authorized.
ELDORADO BANCORP
By: /s/ David R. Brown
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Date: December 31, 1996 David R. Brown, Executive Vice
President and Chief Financial
Officer
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EXHIBIT INDEX
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The following exhibits are attached hereto and incorporated herein by
reference:
Sequentially
Exhibit Numbered
Number Page
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2.1 Agreement and Plan of Merger dated as of
December 24, 1996, between Commerce Security
Bancorp, Inc. ("CSBI") and Eldorado Bancorp
("Eldorado"), together with Form of Agreement
of Merger to be entered into by Eldorado, CSBI
and SDN Bancorp, Inc., a wholly-owned subsidiary
of CSBI, to consummate the Merger.*
2.2 Deposit Escrow Agreement dated as of December 24,
1996, among CSBI, Eldorado and First Trust of
California, National Association.
2.3 Form of Voting Agreement entered into as of
December 24, 1996 by certain directors of Eldorado,
in their individual capacities, and CSBI.
4.1 Stock Option Agreement dated as of December
24, 1996, between CSBI and Eldorado.
99 Press Release dated December 24, 1996, entitled
"COMMERCE SECURITY BANCORP, INC. AND ELDORADO
BANCORP SIGN AGREEMENT."
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*Schedules omitted. The Registrant will furnish supplementally to the
Securities and Exchange Commission a copy of any omitted schedules upon
request.
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