EXHIBIT 2.1
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: January 30, 1996
EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER:
Capital Corp of the West
STATE OR OTHER JURISDICTION OF INCORPORATION: California
COMMISSION FILE NUMBER: 0-27384
I.R.S. EMPLOYER IDENTIFICATION NUMBER: 77-0405791
ADDRESS OF PRINCIPAL EXECUTIVE OFFICE:
1160 West Olive Avenue, Suite A
Merced, California
ZIP CODE: 95348
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (209) 725-2200
ITEM 5. OTHER EVENTS: See the attached press release, which is incorporated by
reference.
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.
Dated: January 30, 1996 Capital Corp of the West
By: /s/ Janey Boyce
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Janey Boyce
Vice President/Chief Financial Officer
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EXHIBIT 2.1
AVAILABLE FOR IMMEDIATE RELEASE
JANUARY 16, 1996
CONTACT: JANEY BOYCE 209-725-2205
CAPITAL CORP OF THE WEST AND TOWN & COUNTRY FINANCE & THRIFT ENTER INTO
ACQUISITION NEGOTIATIONS
Capital Corp of the West (Capital Corp), the newly formed bank holding company
for County Bank, and Town & Country Finance and Thrift (Town & Country)
announced today that they have signed a letter of intent to pursue a proposed
acquisition of all the outstanding common stock (Stock) of Town & Country by
Capital Corp.
The proposed transaction would result in Town & Country becoming a wholly owned
subsidiary of Capital Corp. Town & Country would join County Bank as Capital
Corp's second financial institution subsidiary. Town & Country would continue
to operate under its current President, Mr. D. Dale Pinkney and staff and
continue to offer its existing products and services.
The proposed purchase price for the Stock to be paid by Capital Corp will be one
and fifty-seven hundredths (1.57) times the tangible equity of Town & Country at
the closing of the transaction. The parties will strive to close the
transaction by June 30, 1996. The proposed purchase price will be a combination
of cash and common stock of Capital Corp. The exchange of stock is expected to
result in Town & Country owning approximately 20% of the common stock of Capital
Corp and current shareholders of Capital Corp owning approximately 80% of the
common stock of Capital Corp.
The proposed acquisition is subject to numerous conditions such as a thorough
due diligence review by both parties of the operations of the other party. Upon
satisfactory completion of such reviews, a definitive agreement between parties
which will define the final terms and conditions of the agreement would be
prepared and signed. The transaction will also be subject to receipt of
approvals by the shareholders of each company and regulatory agencies.
Capital Corp is a federally chartered bank holding company which was established
November 1, 1995. It is the parent company for County Bank, formed in 1977,
Merced County's only locally owned and independently managed bank. County Bank
currently has six branch offices in Merced, Atwater, Hilmar, Los Banos and
Turlock, and loan production offices in
Sonora and Modesto. County Bank offers a full range of commercial and personal
banking products and services. Capital Corp is now listed on NASDAQ national
stock exchange with the ticker symbol of CCOW.
As of December 31, 1995, Capital Corp reported assets on a consolidated basis
totaling $209 million and year to date income of $335,000 or $.25 per share.
These reported earnings include a one-time write-off of Capital Corp's
remaining investment in real estate held by its real estate investment
subsidiary. This write-off reduced after tax earnings by approximately $1.8
million. Earnings exclusive of this write-off were $2.1 million or $1.57 per
share. Shareholders' equity totaled $15 million or $11.31 per share.
Town & Country is a licensed California thrift and loan company which
specializes in consumer loans and consumer financing. It has been in operation
since 1957 and currently has three offices in Turlock, Visalia and Modesto. As
of December 31, 1995, Town & Country total assets were $26 million and year to
date earnings were $209,000 or $1.24 per share. Shareholders' equity totaled
$3.6 million or $21.41 per share.
In a joint statement, Tom Hawker, Chief Executive Officer for Capital Corp, and
Dale Pinkney, President of Town & Country, said, "THE UNION OF CAPITAL CORP AND
TOWN & COUNTRY SHOULD BE ADVANTAGEOUS TO BOTH COMPANIES. THE LARGER FOUNDATION
AND GROWTH OF CAPITAL CORP WILL IN TURN AFFORD TOWN & COUNTRY GROWTH
OPPORTUNITIES. THE DISTINCTIVE PRODUCT LINE OF TOWN & COUNTRY WILL ALLOW
CAPITAL CORP TO EXPAND THE TYPES OF CLIENTS IT CURRENTLY SERVES AND EXPAND INTO
NEW MARKETS. THIS UNION IS CONSISTENT WITH THE STRATEGIC OBJECTIVES OF BOTH
COMPANIES."
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