SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
FORM 11-K
(MARK ONE)
/X/ Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 [No Fee Required]
For the Fiscal Year Ended December 31, 2000
/ / Transition Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934 [No Fee Required]
For the transition period from __________ to __________
Commission File No: 0-13287
A. Full title of plan and the address of the plan, if different from that of
issuer names below:
CIVICBANK OF COMMERCE PROFIT SHARING AND RETIREMENT PLAN
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B. Name of issuer of securities held pursuant to the plan and the address of its
principal office:
CIVIC BANCORP
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2101 Webster Street, 14th Floor,
Oakland, California 94612
INTRODUCTION
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Civic BanCorp has established the CivicBank of Commerce Profit Sharing and
Retirement Plan, the "Plan". The Plan is a defined contribution plan under
Section 401(a) of the Internal Revenue Code, the "Code", with a tax-deferred
retirement savings feature under Section 401(k) of the code. The Plan was
registered on Form S-8 with the Securities and Exchange Commission on December
22, 1995 (File No. 033-65309).
REQUIRED INFORMATION
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1. Financial Statements and Schedules.
These statements and schedules are listed below in the Table of Contents.
2. Exhibits.
23.1 Consent of Armanino and McKenna LLP
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities and
Exchange Act of 1934, the trustees (or other persons who administer the employee
benefit plan) have duly caused this annual report to be signed on its behalf by
the undersigned thereunto duly authorized.
CivicBank of Commerce Profit Sharing Retirement Plan
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(Name of Plan)
By: /s/ Gerald J. Brown
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Gerald J. Brown
CFO & Principal Accounting Officer
Civic BanCorp
Date: July 31, 2001
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CIVICBANK OF COMMERCE
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PROFIT SHARING AND RETIREMENT PLAN
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FINANCIAL STATEMENTS
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AND SUPPLEMENTAL SCHEDULE
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AS OF DECEMBER 31, 2000 AND 1999
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AND
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FOR THE YEAR ENDED DECEMBER 31, 2000
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TABLE OF CONTENTS
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Page
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Independent Auditors' Report 1
Statement of Net Assets Available for Benefits 2
Statement of Changes in Net Assets Available for Benefits 3
Notes to Financial Statements 4-9
Supplemental Schedule 10
Schedule H, Part IV, Item 4(i)-
Assets Held for Investment Purposes at December 31, 2000
INDEPENDENT AUDITORS' REPORT
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The Administrative Committee
CivicBank of Commerce
Oakland, California
We have audited the accompanying statements of net assets available for benefits
of CivicBank of Commerce Profit Sharing and Retirement Plan (the "Plan") as of
December 31, 2000 and 1999, and the related statements of changes in net assets
available for benefits for the year ended December 31, 2000. These financial
statements are the responsibility of the Plan'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
in the United States. Those standards require 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 our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits for CivicBank of
Commerce Profit Sharing Retirement Plan as of December 31, 2000 and 1999, and
the changes in its net assets available for benefits for the year ended December
31, 2000 in conformity with accounting principles generally accepted in the
United States.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information included in
the schedule of assets held for investment purposes as of December 31, 2000, is
presented for the purpose of additional analysis and is not a required part of
the basic financial statements but is supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. This supplemental
information has been subjected to the auditing procedures applied in the audits
of the basic financial statements and, in our opinion, is fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
Armanino McKenna LLP
June 13, 2001
CIVICBANK OF COMMERCE
PROFIT SHARING RETIREMENT PLAN
Statements of Net Assets Available for Benefits
December 31, 2000 and 1999
2000 1999
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Investments, at fair value
Registered investement companies $ 1,926,544 $ 1,590,606
Common/collective trust 2,183,139 2,531,125
Common Stock 1,349,761 1,206,621
Participant loans 78,501 125,482
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5,537,945 5,453,834
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Contributions receivable
Employer 525,076 411,454
Participant 16,630 23,395
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541,706 434,849
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Total assets 6,079,651 5,888,683
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Net assets available for benefits $ 6,079,651 $ 5,888,683
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The accompanying notes are an integral part of these financial statements
CIVICBANK OF COMMERCE
PROFIT SHARING RETIREMENT PLAN
Statements of Changes in Net Assets Available for Benefits
For the Year Ended December 31, 2000
Additions to net assets attributed to
Investment income $ 8,371
Dividends 46,072
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Total investment income 54,443
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Contributions
Participant salary deferrals 568,510
Participant rollovers 11,153
Employer match 258,087
Employer profit-sharing 270,400
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Total contributions 1,108,150
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Total additions 1,162,593
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Deductions from net assets attributed to
Net depreciation in fair value of investments 104,822
Benefits paid to participants 859,587
Administrative expenses 7,216
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Total deductions 971,625
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Net increase 190,968
Net assets available for benefits
Beginning of year 5,888,693
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End of year $ 6,079,661
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The accompanying notes are an integral part of these financial statements.
CIVICBANK OF COMMERCE
PROFIT SHARING RETIREMENT PLAN
Notes to Financial Statements
December 31, 2000 and 1999
1. Plan Description
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The following description of the CivicBank of Commerce Profit Sharing
Retirement Plan (the "Plan") provides only general information. Participants
should refer to the Plan document for a more complete description of the
Plan's provisions.
General
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The Plan is a defined contribution profit sharing plan under Section 401(a)
of the Internal Revenue Code (the "Code"), with a tax-deferred retirement
savings feature under Section 401(k) of the Code, and is subject to the
provisions of the Employee Retirement Income Security Act of 1974, as amended
("ERISA"). The Plan is administered by the CivicBank of Commerce
Administrative Committee (the "Plan Committee"), which is appointed by the
Board of Directors of CivicBank of Commerce (the "Company").
The purpose of the Plan is to provide eligible employees with the ability to
share in the Company profits, to provide eligible employees with a means to
accumulate retirement savings, to provide retirement funds, and to provide
benefits in the event of the death or disability of an employee. Unless
covered under a collective bargaining agreement, each employee becomes
eligible to be a participant in the Plan at the beginning of any month
following the completion of three consecutive months of service.
Contributions
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Participants may contribute up to 12% of pretax annual compensation, up to a
maximum as defined in the Code $10,500 in 2000). The Company may elect to
make an annual matching contribution. For the years ending December 31, 2000
and 1999, the Company made matching contributions equal to 50% of the
participant's contributions. For the years ending December 31, 2000 and 1999,
the Company also made a profit sharing contribution equal to 4% of the
Company's after-tax income.
Participants may also contribute rollover amounts from other qualified plans.
The Company does not match rollover contributions.
Participant accounts
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Separate accounts are maintained for each participant. Each participant's
account is credited with the participant's contribution and allocations of
the Company's contribution and Plan earnings. Allocations are based on
participant earnings or
account balances, as defined. The benefit to which a participant is entitled
is the benefit that can be provided from the participant's vested account.
Vesting
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Participants are immediately vested in their contributions plus earnings
thereon. Employer contributions vest 20% after two years and 20% for each
year thereafter, based on the employee's years of vesting service. A
participant is 100% vested after six years of service. In the event of death,
disability, or attaining normal retirement age, participants are immediately
vested in all Company contributions.
Participant loans
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The Plan permits loans to its participants based upon their vested account
balance. Participant loans bear interest at the prime interest rate plus 1%
and are limited to the lesser of 50% of the participant's vested account
balance or $50,000. The minimum loan amount is $1000 and participants may
only have one loan outstanding at a time. Loan terms range from one to five
years, or up to ten years for the purchase of a primary residence. Principal
and interest are paid ratably through monthly payroll deductions. All loans
become immediately payable in the event of default, death, disability, or
termination of employment. The interest rate on outstanding participant loans
at December 31, 2000 ranged from 8.5% - 10.5%.
Payment of benefits
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Upon termination of service due to death, disability, or retirement, a
participant may elect to receive either a lump-sum amount or annual
installments equal to the value of the participant's vested interest in his
or her account. For termination of service due to other reasons, a
participant may receive the value of the vested interest in his or her
account as a lump-sum distribution.
Forfeited accounts
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At December 31, 2000 and 1999, forfeited nonvested accounts totaled $32,533
and $14,662, respectively. Forfeited nonvested accounts are used to pay
administrative expenses. For the year ended December 31, 2000, forfeitures of
$7,216 were used to pay administrative expenses.
2. Summary of Significant Accounting Policies
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Use of estimates
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The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires the
Plan's management to make estimates and assumptions that affect the reported
amounts of assets, liabilities,
and changes therein, and disclosure of contingent assets and liabilities at
the date of financial statements. Actual results could differ from those
estimates.
Investment valuation and income recognition
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The Plan's investments are stated at fair value. Registered investment
companies and common/collective trust investments are valued at quoted market
prices, which represent the net assets value of the shares held by the Plan
at year end. The investment in common stock of the Company is valued at its
quoted market price. Participant loans are valued at cost, which approximate
fair value.
Purchases and sales of securities are recorded on a trade date basis.
Interest income is recorded on the accrual basis. Dividends are recorded on
the ex-dividend date.
Investment valuation and return is subject to fluctuations in the market
performance of the underlying investment alternatives provided by the Plan.
Accordingly, the investment returns may vary from period to period and in
future periods depending on the underlying investments and these variations
could be significant.
Payment of benefits
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Benefits are recorded when paid.
Administrative expenses
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Administrative expenses of the Plan are generally paid through the use of
forfeitures.
3. Information Certified by Trustee
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The Plan administrator has elected the method of compliance permitted by 29
CFR 2520.103-8 of the Department of Labor's Rules and Regulations for
Reporting and Disclosure under ERISA. Accordingly, as permitted under such
election, the Plan administrator has obtained certification from Wells Fargo
Retirement Plan Services, the trustee, that all investment information in the
accompanying financial statements and supplemental schedule is complete and
accurate. Information included in the accompanying financial statements as to
investments in the trust administered by the trustee, investment income, and
all investment information in the supplemental schedule is presented in
reliance solely upon these certifications.
4. Investments
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The following presents investments that represent five percent or more of the
Plan's net assets:
2000 1999
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Wells Fargo S&P 500 Stock Fund $ 2,183,139 $ 2,531,125
Civic BanCorp Stock Fund $ 1,349,761 $ 1,206,621
American Advantage Stock Fund $ 798,795 $ 824,527
Wells Fargo Money Market Fund $ 427,292 $ 351,855
Franklin Small Cap Growth Fund $ 394,392 N/A
5. Concentration of Credit Risk
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The Plan's investment in Civic BanCorp common stock totaled $1,349,761 and
$1,206,621 at December 31, 2000 and 1999, respectively. This represents
approximately 22% and 20% of the total net assets of the Plan at December 31,
2000 and 1999, respectively. Investments in Civic BanCorp common stock are
participant-directed.
6. Transactions with Related Parties
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The Company is the Plan administrator, as defined in the Plan, and therefore,
all Civic BanCorp stock transactions qualify as exempt party-in-interest
transactions. The Plan has included in their investment fund options certain
funds managed by Wells Fargo Retirement Plan Services. Wells Fargo Bank in
the trustee as defined by the Plan and, therefore these transactions qualify
as exempt party-in-interest transactions.
7. Tax Status
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The Internal Revenue Service has determined and informed the Company by a
letter dated August 10, 1994 that the Plan is designed in accordance with the
applicable sections of the Code. The Plan has been amended since receiving
the determination letter. However, the Plan administrator believes that the
Plan is designed and is currently being operated in compliance with the
applicable requirements of the code.
8. Plan Terminations
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Although it has not expressed any intent to do so, the Company has the right
under the Plan to discontinue its matching or profit sharing contributions
and terminate the Plan at any time subject to the provisions of ERISA. In the
event of the earlier of (1)
termination of this Plan or (2) the complete discontinuance of the matching
and profit sharing contributions, the full value of the participants account
will become fully vested and nonforfeitable.
9. Reconciliation of Financial Statements to Form 5500
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The following is reconciliation on net assets for benefits per the financial
statements to the Form 5500:
2000 1999
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Net assets available for benefits
per the financial statements $ 6,079,651 $ 5,888,683
Less: employer and participant
contributions receivable (541,706) (434,849)
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Net assets available for benefits
per Form 5500 $ 5,537,945 $ 5,453,834
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The following is reconciliation on employer contributions per the financial
statements to the Form 5500:
Employer contributions per the financial statements $ 528,487
Less: employer contributions receivable (525,076)
at December 31, 2000
Add: employer contributions receivable 411,454
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at December 31, 1999
Employer contributions per the Form 5500 $ 414,865
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The following is reconciliation on participant contributions per the financial
statements to the Form 5500:
Participant contributions per the financial statements $ 568,510
Less: participant contributions receivable (16,630)
at December 31, 2000
Add: participant contributions receivable 23,395
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at December 31, 1999
Participant contributions per the Form 5500 $ 575,275
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CIVICBANK OF COMMERCE
PROFIT SHARING AND RETIREMENT PLAN
EIN: 94-2948787, Plan No. 001
Schedule H. Part IV, Item 4(i) - Assets Held for Investment Purposes at
December 31, 2000
(c)
(b) Description of Investment, (e)
Identity of Issue, Borrower, Including Maturity Date, Collateral, Current
(a) Lessor of Similar Party Par of Maturity Value Value
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* Wells Fargo S&P 500 Stock Plan Common/Collective Trust $2,183,139
* Civic BanCorp Stock Fund Common Stock $1,349,761
Franklin Small Cap Growth Fund Registered Investment Company $ 374,392
American Advantage Balanced Fund Registered Investment Company $ 798,795
Strong Corporate Bond Fund Registered Investment Company $ 207,366
Strong Government Securities Fund Registered Investment Company $ 118,699
* Wells Fargo Money Market Fund Registered Investment Company $ 427,292
Participant Loans Participant Loans - 8.5%-10.5% $ 78,501
* Denotes a party-in interest to the Plan
Exhibit Index
Exhibit No. Exhibit Description
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23.1 Consent of Armanino McKenna LLP