SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT: NOVEMBER 24, 1999
Cerritos Valley Bancorp
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(Exact Name of Registrant as Specified in Its Charter)
California 95-4216236
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(State or Other Jurisdiction (I.R.S. Employer
of Incorporation) Identification No.)
12100 Firestone Boulevard, Norwalk, California 90650
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(Address of Principal Executive Offices) (Zip Code)
(562) 868-3221
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(Registrant's Telephone Number, Including Area Code)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
Registrant previously reported on Form 8-K as filed with the Securities
Exchange Commission on September 27, 1999 that on September 13, 1999,
pursuant to a merger of Cerritos Merger Co., a wholly-owned subsidiary of
California Community Financial Institutions Fund Limited Partnership (the
"California Fund") with and into the Registrant, the California Fund acquired
approximately 55% of the outstanding shares of the Registrant. Pursuant to
the terms of options and warrants for shares of the Registrant's common
stock, the California Fund has beneficial ownership of approximately 51% of
the shares of the Registrant.
The California Fund capitalized Cerritos Merger Co. in the amount of
$12,800,000. In the merger, all shares of Cerritos Merger Co. were canceled,
and 543,959 shares of the Registrant's common stock and a warrant to acquire
an additional 81,000 shares of the Registrant's common stock were issued to
the California Fund. In addition, in the merger each outstanding share of
the Registrant's common stock was converted into cash in the amount of
$13.4871 and 0.5271 shares of Registrant's common stock. Following the
merger, there were 996,937 shares of the Registrant's common stock
outstanding. Belvedere Capital Partners, LLC is the general partner of the
California Fund.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Also Registrant previous reported on Form 8-K as filed with the Securities
Exchange Commission on September 27, 1999 that on September 13, 1999, the
Registrant acquired Cerritos Merger Co., a wholly-owned subsidiary of the
California Fund with assets of $12,800,000 through a merger of Cerritos
Merger Co. with and into the Registrant.
In the acquisition of Cerritos Merger Co., all of the 543,959 outstanding
shares of Cerritos Merger Co. were acquired in a stock-for-stock exchange
with an exchange ratio of one share of the Registrant's common stock for each
share of Cerritos Merger Co. common stock. In addition, in the merger each
of the 1,001,667 outstanding shares of the Registrant's common stock was
converted into cash in the amount of $13.4871 and 0.5271 shares of
Registrant's common stock.
The Registrant is the bank holding company for Cerritos Valley Bank.
Registrant is headquartered in Norwalk, California.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA
FINANCIAL STATEMENTS AND EXHIBITS
See the financial statements on pages 3-8 in Part I, Item 1 of the Form 10-Q
for the Registrant as filed with the Securities Exchange Commission on
November 22, 1999 which are 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, thereunto duly authorized.
CERRITOS VALLEY BANCORP
November 24, 1999 By: /s/ James N. Koury
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James N. Koury
President & Principal Executive Officer