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
April 29, 1997
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Date of Report (Date of Earliest Event Reported)
SC BANCORP
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(Exact Name of Registrant As Specified In Its Charter)
CALIFORNIA
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(State or Other Jurisdiction of Incorporation)
0-11046 95-3585586
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(Commission File Number) (IRS Employer Identification No.)
3800 La Palma Avenue
Anaheim, California 92807-1798
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(Address of Principal Executive Offices)(Zip Code)
(714) 238-3110
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(Registrant's Telephone Number, including Area Code)
NOT APPLICABLE
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(Former Name or Former Address, If Changed Since Last Report)
Item 5. Other Events.
On April 29, 1997, SC Bancorp ("SCB") and Monarch Bancorp ("Monarch")
executed an Agreement and Plan of Reorganization (the "Merger Agreement")
pursuant to which SCB agreed, among other things, to merge with and into Monarch
(the "Merger"). Under the terms of the Merger, each shareholder of SCB will
receive shares in Monarch based upon a purchase price of $14.25 per share of SCB
common stock and a floating exchange ratio for Monarch common stock within a
market price ranging from $2.75 to $3.75 per share. The Merger is subject to
(i) receipt of regulatory and shareholder approvals, (ii) the listing by Monarch
of its common stock on the NASDAQ National Market System, (iii) the closing of
the pending acquisition by Monarch of California Commercial Bankshares, and (iv)
other customary closing conditions. It is estimated that the Merger will be
consummated by the end of the fourth quarter of 1997, subject to satisfaction of
closing conditions.
As contemplated by the Merger Agreement, SCB granted Monarch an option
to acquire up to 19.9% of SCB's common stock under certain circumstances. In
addition, each director of SCB entered into an agreement with Monarch pursuant
to which each agreed, in his capacity as shareholder, to vote his shares in
favor of the Merger.
Item 7. Financial Statements, Pro forma Financial Statements and Exhibits.
(c) Exhibits.
The following exhibits are filed with this Current Report on Form 8-K.
Exhibit
Number Description
2.1 Agreement and Plan of Reorganization, dated as of April 29, 1997, by
and between Monarch Bancorp and SC Bancorp.
10.1 Stock Option Agreement, dated as of April 29, 1997, between Monarch
Bancorp and SC Bancorp.
10.2 Shareholder Agreement, dated as of April 29, 1997, by and between N.
Keith Abbott and Monarch Bancorp.
10.3 Shareholder Agreement, dated as of April 29, 1997, by and between
Robert C. Ball and Monarch Bancorp.
10.4 Shareholder Agreement, dated as of April 29, 1997, by and between
Harold A. Beisswenger and Monarch Bancorp.
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10.5 Shareholder Agreement, dated as of April 29, 1997, by and between
James E. Cunningham and Monarch Bancorp.
10.6 Shareholder Agreement, dated as of April 29, 1997, by and between
William C. Greenbeck and Monarch Bancorp.
10.7 Shareholder Agreement, dated as of April 29, 1997, by and between
Larry D. Hartwig and Monarch Bancorp.
10.8 Shareholder Agreement, dated as of April 29, 1997, by and between
Irving J. Pinsky and Monarch Bancorp.
10.9 Shareholder Agreement, dated as of April 29, 1997, by and between Peer
A. Swan and Monarch Bancorp.
10.10 Shareholder Agreement, dated as of April 29, 1997, by and between
Donald E. Wood and Monarch Bancorp.
99.1 Joint Press Release of Monarch Bancorp and SC Bancorp, dated
April 29, 1997.
SIGNATURE
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.
Dated: May 5, 1997
SC BANCORP
By: /s/ Bruce W. Roat
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Name: Bruce W. Roat
Title: Executive Vice President
and Chief Financial Officer
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EXHIBIT INDEX
Exhibit
Number Description
2.1 Agreement and Plan of Reorganization, dated as of April 29, 1997, by
and between Monarch Bancorp and SC Bancorp.
10.1 Stock Option Agreement, dated as of April 29, 1997, between Monarch
Bancorp and SC Bancorp.
10.2 Shareholder Agreement, dated as of April 29, 1997, by and between N.
Keith Abbott and Monarch Bancorp.
10.3 Shareholder Agreement, dated as of April 29, 1997, by and between
Robert C. Ball and Monarch Bancorp.
10.4 Shareholder Agreement, dated as of April 29, 1997, by and between
Harold A. Beisswenger and Monarch Bancorp.
10.5 Shareholder Agreement, dated as of April 29, 1997, by and between
James E. Cunningham and Monarch Bancorp.
10.6 Shareholder Agreement, dated as of April 29, 1997, by and between
William C. Greenbeck and Monarch Bancorp.
10.7 Shareholder Agreement, dated as of April 29, 1997, by and between
Larry D. Hartwig and Monarch Bancorp.
10.8 Shareholder Agreement, dated as of April 29, 1997, by and between
Irving J. Pinsky and Monarch Bancorp.
10.9 Shareholder Agreement, dated as of April 29, 1997, by and between Peer
A. Swan and Monarch Bancorp.
10.10 Shareholder Agreement, dated as of April 29, 1997, by and between
Donald E. Wood and Monarch Bancorp.
99.1 Joint Press Release of Monarch Bancorp and SC Bancorp, dated
April 29, 1997.
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