UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the fiscal year ended December 31, 1999 or
[] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
Commission File Number: 000-26191
SUN COMMUNITY BANCORP LIMITED
(Exact name of registrant as specified in its Charter)
ARIZONA 86-0878747
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
2777 EAST CAMELBACK ROAD
SUITE 101
PHOENIX, ARIZONA 85016
(Address of principal executive offices)
Registrant's telephone number, including area code: (602) 955-6100
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, NO PAR VALUE
(Title of class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports); and (2) has been subject to such
filing requirements for the past 90 days.
YES [X] NO [ ]
Indicate by check mark if disclosure of delinquent filers in response to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
State the aggregate market value of the voting stock held by non-affiliates
of the registrant. The aggregate market value shall be computed by reference to
the price at which the stock was sold, or the average bid and asked price of
stock, as of a specified date within 60 days prior to the date of filing:
$18,012,581 as of March 24, 2000.
Indicate the number of shares outstanding of each of the registrant's
classes of common stock as of the latest practicable date: 5,503,870 as of March
24, 2000.
DOCUMENTS INCORPORATED BY REFERENCE
See Cross-Reference Sheet
SUN COMMUNITY BANCORP LIMITED
Form 10-K
Fiscal Year Ended: December 31, 1999
CROSS REFERENCE SHEET
ITEM OF FORM 10-K INCORPORATION BY REFERENCE FROM:
- ----------------- --------------------------------
PART I
Item 1, Business Pages 5-8, 12-16 and 23-24,Financial
Information Section of Annual Report
Item 2, Properties Page 28, Financial Information Section
of Annual Report; Page 10, Proxy
Statement; and Pages 5-14, Marketing
Section of Annual Report
PART II
Item 5, Market for Registrant's Pages 2-3, 30-31 and 33-34, Financial
Common Equity and Information Section of Annual Report
Related Stockholder Matters and Page 15 of Marketing Section of
Annual Report
Item 6, Selected Financial Data Page 2, Financial Information Section
of Annual Report
Item 7, Management's Discussion Pages 4-17, Financial Information
and Analysis of Financial Section of Annual Report
Condition and Results of
Operations
Item 7a, Quantitative and Qualitative Pages 4 and 13-16, Financial
Disclosures About Market Risk Information Section of Annual Report
Item 8, Financial Statements and Pages 2 and 18-36, Financial
Supplementary Data Information Section of Annual Report
PART III
Item 10, Directors and Executive Pages 4-5, Proxy Statement, and
Officers of the Registrant Page 1, Marketing Section of Annual
Report
Item 11, Executive Compensation Pages 6-9, Proxy Statement
Item 12, Security Ownership of Pages 3-6, Proxy Statement
Certain Beneficial
Owners and Management
Item 13, Certain Relationships Page 10, Proxy Statement
and Related Transactions
PART IV
Item 14, Exhibits, Financial Statement Pages 18-36, Financial Information
Schedules and Reports on Section of Annual Report
Form 8-K
KEY:
"Annual Report" means the 1999 Annual Report of the Registrant provided to
Stockholders and the Commission pursuant to Rule 14a-3(b).
Sun's 1999 Annual Report consists of two documents: a
Financial Information Section and a Marketing Section.
"Proxy Statement" means the Proxy Statement of the Registrant on Schedule 14A
to be filed pursuant to Rule 14a-101 on or about April 17,
2000, the approximate date of mailing to stockholders.
Note: The page number references herein are based on the paper version of the
Annual Report and Proxy Statement. Accordingly, those page number
references may differ from the electronically filed versions of those
documents.
-2-
SUN COMMUNITY BANCORP LIMITED
1999 FORM 10-K ANNUAL REPORT
TABLE OF CONTENTS
Page
----
PART I
ITEM 1. Business........................................................... 4
ITEM 2. Properties......................................................... 12
ITEM 3. Legal Proceedings.................................................. 12
ITEM 4. Submission of Matters to a Vote of Security Holders................ 12
PART II
ITEM 5. Market for Registrant's Common Equity and Related Stockholder
Matters.......................................................... 13
ITEM 6. Selected Financial Data............................................ 13
ITEM 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations........................................ 13
ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk......... 13
ITEM 8. Financial Statements and Supplementary Data........................ 14
ITEM 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure......................................... 14
PART III
ITEM 10. Directors and Executive Officers of the Registrant................ 15
ITEM 11. Executive Compensation............................................. 15
ITEM 12. Security Ownership of Certain Beneficial Owners and Management..... 15
ITEM 13. Certain Relationships and Related Transactions..................... 15
PART IV
ITEM 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.... 16
-3-
PART I
ITEM 1. BUSINESS.
a. General development of business:
Incorporated by reference from Pages 5-8 under the captions "The Business
of Sun and its Banks", and "Sun's Structure", and Pages 23-24, Financial
Information Section of Annual Report, under the caption "Note A--Nature of
Operations, Basis of Presentation and Principles of Consolidation".
b. Financial information about industry segments:
Incorporated by reference from Pages 23-24, Financial Information Section
of Annual Report, under the caption "Note A--Nature of Operations, Basis of
Presentation and Principles of Consolidation".
c. Narrative description of business:
Incorporated by reference from Pages 5-8 under the captions "The Business
of Sun and its Banks", and "Sun's Structure", Pages 23-24, Financial Information
Section of Annual Report, under the caption "Note A--Nature of Operations, Basis
of Presentation and Principles of Consolidation", and Pages 13-16, Financial
Information Section of Annual Report, under the caption "Trends Affecting
Operations" and Pages 12-13, Financial Information Section of Annual Report,
under the caption "Liquidity, Capital Resources and Capital Adequacy".
At December 31, 1999, Sun and its subsidiaries employed 162 full time
equivalent employees.
The following tables (Tables A to E, inclusive), present certain
statistical information regarding Sun's business.
-4-
DISTRIBUTION OF ASSETS, LIABILITIES AND STOCKHOLDERS' EQUITY (TABLE A)
SUN COMMUNITY BANCORP LIMITED
Net interest income, the primary component of earnings, represents the
difference between interest income on interest-earning assets and interest
expense on interest- bearing liabilities. Net interest income depends upon the
volume of interest-earning assets and interest-bearing liabilities and the rates
earned or paid on them. This table shows the daily average balances for the
major asset and liability categories and the actual related interest income and
expense (in $1,000s) and average yield/cost for 1999, 1998, and 1997.
Year Ended December 31
---------------------------------------------------------------------------------------
1999 1998 1997
--------------------------- -------------------------- --------------------------
Interest (1) Interest (1) Interest (1)
Average Income/ Average Average Income/ Average Average Income/ Average
Balance Expense Yield/Cost Balance Expense Yield/Cost Balance Expense Yield/Cost
-------- ------- ------ ------- ------- ------ ------- ------- ------
ASSETS
Investment securities:
U.S. Treasury and government agencies $ 343 $21 6.12% $ 1,604 $ 98 6.11% $2,382 $ 140 5.88%
States and political subdivisions(2) 22,631 1,335 5.90% 10,973 647 5.90% 9,969 589 5.91%
Other 1,929 91 4.72% 325 18 5.54% 131 7 5.34%
Interest-bearing deposits with banks 8,397 482 5.74% 535 25 4.67%
Federal funds sold 32,553 1,594 4.90% 23,269 1,230 5.29% 5,200 289 5.56%
Loans held for resale 904 116 12.83% 445 30 6.74%
Portfolio loans(3) 125,811 14,281 11.35% 45,225 5,296 11.71% 15,407 1,846 11.98%
-------- ------- ------ ------- ------- ------ ------- ------- ------
Total interest-earning
assets/interest income 192,568 17,920 9.31% 82,376 7,344 8.92% 33,089 2,871 8.68%
Allowance for loan losses (deduct) (1,270) (415) (146)
Cash and due from banks 8,859 4,094 1,507
Premises and equipment, net 3,633 1,706 587
Other assets 4,348 1,910 989
-------- ------- -------
Total Assets $208,138 $89,671 $36,026
======== ======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Interest-bearing deposits:
Savings deposits $ 626 14 2.24% $ 285 9 3.16% $ 166 6 3.61%
Time deposits under $100,000 13,499 668 4.95% 5,480 287 5.24% 2,926 150 5.13%
Time deposits of $100,000 or more 28,715 1,612 5.61% 10,073 557 5.53% 2,273 132 5.81%
Other interest-bearing deposits 77,242 3,074 3.98% 35,784 1,427 3.99% 16,539 626 3.78%
Other 6 33 12
-------- ------- ------ ------- ------- ------ ------- ------- ------
Total interest-bearing
liabilities/interest expense 120,088 5,368 4.47% 51,655 2,280 4.41% 21,916 914 4.17%
Noninterest-bearing demand deposits 34,560 16,242 6,030
Accrued interest on deposits and
other liabilities 424 200 100
Minority interest in
consolidated subsidiaries 15,397 5,120 604
Stockholders' equity 37,669 16,454 7,376
-------- ------- -------
Total liabilities and
stockholders' equity $208,138 $89,671 $36,026
======== ------- ======= ------- ======= -------
Net interest income $12,552 $ 5,064 $ 1,957
======= ======= =======
Interest Rate Spread(4) 4.84% 4.51% 4.52%
====== ====== ======
Net Yield on Interest-Earning Assets(5) 6.52% 6.15% 5.91%
====== ====== ======
Ratio of Average Interest-Earning
Assets to Interest-Bearing Liabilities 1.60X 1.59X 1.51X
======== ======= =======
(1) Average yield/cost is determined by dividing the actual interest
income/expense by the daily average balance of the asset or liability
category.
(2) Tax equivalent yield.
(3) Average balance of loans includes non-accrual loans.
(4) Interest rate spread represents the average yield on interest-earning
assets less the average cost of interest-bearing liabilities.
(5) Net yield on interest-earning assets is based on net interest income as a
percentage of average total interest-earning assets.
-5-
CHANGES IN NET INTEREST INCOME (TABLE B)
SUN COMMUNITY BANCORP LIMITED
The table below summarizes the extent to which changes in interest rates and
changes in the volume of interest-earning assets and interest-bearing
liabilities have affected Sun's net interest income during the periods indicated
(in $1,000s). The change in interest attributable to volume calculated by
multiplying the annual change in volume by the prior year's rate. The change in
interest attributable rate is calculated by multiplying the annual change in
rate by the current year's average balance. Any variance attributable jointly to
volume and rate changes has been allocated to each category based on the
percentage of each to the total change in both categories.
Year Ended December 31
----------------------------------------------------------------------------------------
1999 compared to 1998 1998 compared to 1997 1997 compared to 1996
---------------------------- ---------------------------- ----------------------------
Volume Rate Net Total Volume Rate Net Total Volume Rate Net Total
------- ------- ------- ------- ------- ------- ------- ------- -------
Increase (decrease) in interest income:
Investment securities:
U.S. Treasury and government agencies $ (77) $ 0 $ (77) $ (47) $ 5 $ (42) $ 140 $ 0 $ 140
States and political subdivisions 687 1 $ 688 59 (1) 58 332 71 403
Other 89 (16) $ 73 10 1 11 7 -- 7
Interest-bearing deposits with banks 367 90 $ 457 25 -- 25 -- -- --
Federal funds sold 491 (127) $ 364 1,006 (65) 941 245 (1) 244
Loans held for resale 31 55 $ 86 30 -- 30 -- -- --
Portfolio loans 9,437 (452) $ 8,985 3,569 (119) 3,450 1,933 (201) 1,732
------- ------- ------- ------- ------- ------- ------- ------- -------
Total $11,025 $ (449) $10,576 4,653 (180) 4,473 2,657 (131) 2,526
Increase (decrease) in interest
expense deposits:
Savings deposits 11 (6) 5 4 (1) 3 6 -- 6
Time deposits under $100,000 420 (39) 381 131 6 137 122 (7) 115
Time deposits of $100,000 or more 1,031 23 1,054 454 (29) 425 141 (14) 127
Other interest-bearing deposits 1,655 (7) 1,648 725 76 801 636 (84) 552
Debt obligations -- -- -- -- -- -- -- -- --
Other -- -- -- -- -- -- -- -- --
------- ------- ------- ------- ------- ------- ------- ------- -------
Total 3,117 (29) 3,088 1,315 51 1,366 905 (105) 800
------- ------- ------- ------- ------- ------- ------- ------- -------
Increase (decrease) in net
interest income 7,908 (420) 7,488 $ 3,338 $ (231) $ 3,107 $ 1,752 $ (26) $ 1,726
======= ======= ======= ======= ======= ======= ======= ======= =======
-6-
LOAN PORTFOLIO AND SUMMARY OF OTHER REAL ESTATE OWNED (TABLE C)
SUN COMMUNITY BANCORP LIMITED
Portfolio loans outstanding as of the end of each period are shown below (in
$1,000s):
December 31
----------------------------------------------------------------------------
1999 1998 1997 1996
---------------- ---------------- ---------------- ----------------
Commercial 191,825 93.01% $60,366 88.67% $26,062 83.44% $ 3,768 77.69%
Real estate mortgage 7,459 3.62% 4,372 6.42% 2,607 8.35% 534 11.01%
Installment 6,949 3.37% 3,342 4.91% 2,567 8.22% 548 11.30%
------- ------ ------- ------ ------- ------ ------- ------
Total portfolio loans 206,232 100.00% $68,080 100.00% $31,236 100.00% $ 4,850 100.00%
======= ====== ======= ====== ======= ====== ======= ======
The table below summarizes (in $1,000s) the remaining maturity of portfolio
loans outstanding at December 31, 1999 according to scheduled repayments of
principal:
Aggregate maturities of portfolio loan Fixed Variable
balances which are due: Rate Rate Total
-------- -------- --------
In one year or less $ 37,152 $ 42,296 $ 79,448
After one year but within five years 15,436 67,933 83,369
After five years 5,539 37,876 43,415
-------- -------- --------
Total $ 58,127 $148,105 $206,232
======== ======== ========
The following summarizes, in general, Sun's various loan classifications:
Commercial
Comprised of a broad mix of business use and multi-family housing properties,
including office, retail, warehouse and light industrial uses. Also includes a
range of business credit products, current asset lines of credit and equipment
term loans. These products bear higher inherent economic risk than other types
of lending activities. A typical loan size approximates $500,000.
Real Estate Mortgage
Includes single family residential loans held for permanent portfolio, and home
equity lines of credit. Risks are nominal, borne out by loss experience, housing
economic data and loan-to-value percentages.
Installment
Includes a broad range of consumer credit products, secured by automobiles,
boats, etc., with typical consumer credit risks.
All loans are subject to underwriting procedures commensurate with the loan
size, nature of collateral, industry trends, risks and experience factors.
Appropriate collateral is required for most loans, as is documented evidence of
debt repayment sources.
-7-
TABLE C, CONTINUED
SUN COMMUNITY BANCORP LTD.
The aggregate amount of nonperforming portfolio loans is shown below.
Nonperforming loans comprise (a) loans accounted for on a nonaccrual basis, and
(b) loans contractually past due 90 days or more as to principal and interest
payments (but not included in nonaccrual loans in (a) above) and consist
primarily of commercial real estate loans. Nonperforming portfolio loans include
all loans for which, based on the Sun's loan rating system, management has
concerns. Loans are placed in nonaccrual status when, in management's opinion,
there is a reasonable probability of not collecting 100% of future principal and
interest payments. In addition, certain loans, although current based on Sun's
rating criteria, are placed in nonaccrual status. Generally, loans are placed in
nonaccrual status when they become 90 days delinquent; however, management may
elect to continue the accrual of interest in certain circumstances. When
interest accruals are discontinued, interest previously accrued (but unpaid) is
reversed. If non- performing loans (including loans in nonaccrual status) had
performed in accordance with their contractual terms during the year, additional
interest income of $5,000 would have been recorded in 1999. Interest income
recognized on loans in nonaccrual status in 1999 operations approximated $1,000.
At December 31, 1999, there were no material amounts of loans which were
restructured or otherwise renegotiated as a concession to troubled borrowers.
December 31
----------------------------
1999 1998 1997 1996
---- ---- ---- ----
Nonperforming loans: (in $1,000s)
Nonaccrual loans: Commercial $ 34
Real estate
Installment
---- ---- ---- ----
Total nonaccrual loans 34 0 0 0
Past due loans: Commercial
Real estate
Installment
---- ---- ---- ----
Total past due loans 0 0 0 0
---- ---- ---- ----
Total nonperforming loans $ 34 $ 0 $ 0 $ 0
==== ==== ==== ====
Nonperforming loans as a percentage
of total portfolio loans * -- -- --
==== ==== ==== ====
Nonperforming loans as a percentage
of total assets * -- -- --
==== ==== ==== ====
Allowance for loan losses as a
percentage of nonperforming loans N.M. N/A N/A N/A
==== ==== ==== ====
* Less than .01%.
N.M. - Not Meaningful.
-8-
SUMMARY OF LOAN LOSS EXPERIENCE (TABLE D)
SUN COMMUNITY BANCORP LIMITED
The table below summarizes changes in the allowance for loan losses and related
portfolio data and ratios each period:
Year Ended December 31
--------------------------------------
1999 1998 1997 1996
-------- ------- ------- -------
(in $1,000s)
Allowance for loan losses at January 1 $ 696 $ 317 $ 49 $ 0
Loans charged-off:
Commercial 78
Real estate
Installment
-------- ------- ------- -------
Total Charge-offs 78 0 0 0
Recoveries:
Commercial
Real estate
Installment
-------- ------- ------- -------
Total recoveries 0 0 0 0
-------- ------- ------- -------
Net charge-offs 78 0 0 0
Additions to allowance charged to expense 1,753 379 268 49
-------- ------- ------- -------
Allowance for loan losses at December 31 $ 2,371 $ 696 $ 317 $ 49
======== ======= ======= =======
Total portfolio loans outstanding at December 31 $206,232 $68,080 $31,236 $ 4,850
======== ======= ======= =======
Ratio of allowance for loan losses to
portfolio loans outstanding 1.15% 1.02% 1.01% 1.01%
======== ======= ======= =======
Average total portfolio loans for the year $125,811 $45,225 $15,407 $ 2,425
======== ======= ======= =======
Ratio of net charge-offs to average
portfolio loans outstanding 0.06% 0.00% 0.00% 0.00%
======== ======= ======= =======
The allowance for loan losses has been established as a general allowance for
losses on the loan portfolio estimated at the balance sheet date. For internal
purposes, management allocates the allowance to all loan classifications. The
amounts allocated in the following table, which include all loans which, based
on Sun's loan rating system, management has concerns, should not be interpreted
as an indication of future charge-offs and the amounts allocated are not
intended to reflect the amount that may be available for future losses since the
allowance is a general allowance.
December 31
--------------------------------------
1999 1998 1997 1996
-------- ------- ------- -------
(in $1,000s)
Commercial $ 1,006 $ 318 $ 145 $ 15
Real estate mortgage 50 11 17 2
Installment 28 33 13 2
Unallocated 1,287 334 142 30
-------- ------- ------- -------
Total allowance for loan losses $ 2,371 $ 696 $ 317 $ 49
======== ======= ======= =======
Total portfolio loans outstanding $206,232 $68,080 $31,236 $ 4,850
======== ======= ======= =======
Ratio of allowance to portfolio loans outstanding 1.15% 1.02% 1.01% 1.01%
======== ======= ======= =======
-9-
AVERAGE DEPOSITS (TABLE E)
SUN COMMUNITY BANCORP LIMITED
The table below summarizes the average balances of deposits (in $1,000s) and the
average rates of interest for the years ended December 31, 1999, 1998 and 1997:
December 31
---------------------------------------------------------------
1999 1998 1997
------------------- ------------------- -------------------
Average Average Average
Amount Rate Amount Rate Amount Rate
-------- -------- -------- -------- -------- --------
Noninterest-bearing demand deposits $ 34,560 $ 16,242 $ 6,030
Savings deposits 626 2.24% 285 3.16% 166 3.61%
Time deposits under $100,000 13,499 4.95% 5,480 5.24% 2,926 5.13%
Time deposits of $100,000 or more 28,715 5.61% 10,073 5.53% 2,273 5.81%
Other interest-bearing deposits 77,242 3.98% 35,784 3.99% 16,539 3.78%
-------- -------- --------
Total deposits $154,642 $ 67,864 $ 27,934
======== ======== ========
The table below shows the amount of time certificates of deposit issued in
amounts of $100,000 or more, by time remaining until maturity, which were
outstanding at December 31, 1999 (in $1,000s):
Three months or less $ 18,572
Three months to twelve months 28,702
Over 12 months 4,789
--------
Total $ 52,063
========
-10-
FINANCIAL RATIOS (TABLE F)
SUN COMMUNITY BANCORP LIMITED
Year Ended December 31
--------------------------
1999 1998 1997
----- ----- -----
Net income (loss) as a percentage of:
Average stockholders' equity (4.23%) 0.34% (0.97%)
Average total assets (0.77%) 0.06% (0.20%)
Average stockholders' equity as
a percentage of average total assets 18.10% 18.35% 20.47%
Dividend payout ratio (cash dividends per share
as a percentage of net income per share):
Basic -- -- --
Diluted -- -- --
-11-
ITEM 2. PROPERTIES.
Each of Sun's banks operate from a single location, except Sunrise Bank of
Arizona (which had a loan production office in Albuquerque, New Mexico at year
end 1999). The addresses of each subsidiaries' main office are stated on pages
5-14, Marketing Section of Annual Report, which are incorporated herein by
reference.
Most of the bank facilities are generally small (i.e., less than 10,000
square feet), first floor offices with convenient access to parking.
Some of the banks have drive-up customer service. The banks are typically
located in or near high traffic centers of commerce in their respective
communities. Customer service is enhanced through utilization of ATMs to process
some customer-initiated transactions and some of the banks also make available a
courier service to pick up transactions at customers' locations.
The principal offices of Sun are located within the same building as
Camelback Community Bank in Phoenix, Arizona. Those headquarters include
administrative, operations, accounting, and executive staff.
Certain of the office locations are leased. Incorporated by reference from
Page 28, Financial Information Section of Annual Report, under the caption "Note
F--Premises and Equipment".
One of the banks' facilities is leased from a related party. Incorporated
by reference from the 1st paragraph on Page 10, Proxy Statement, under the
caption "Certain Relationships and Related Transactions."
Management believes Sun's and its banks' offices to be in good and adequate
condition and adequately covered by insurance.
ITEM 3. LEGAL PROCEEDINGS.
As of December 31, 1999, there were no material pending legal proceedings
to which Sun or its subsidiaries is a party or to which any of its property was
subject, except for proceedings which arise in the ordinary course of business.
In the opinion of management, pending legal proceedings will not have a material
effect on the consolidated financial position or results of operations of Sun.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
During the fourth quarter of 1999, no matters were submitted to a vote by
security holders.
-12-
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
A. Market Information:
Incorporated by reference from Page 3, Financial Information Section of
Annual Report, under the caption "Information Regarding Sun's Common
Stock", Pages 30-31, Financial Information Section of Annual Report, under
the caption "Note J--Common Stock and Stock Options" and Page 15, Marketing
Section of Annual Report, under the caption "Shareholder Information".
B. Holders:
Incorporated by reference from first sentence of third paragraph on Page 3,
Financial Information Section of Annual Report, under the caption
"Information Regarding Sun's Common Stock".
C. Dividends:
Incorporated by reference from second sentence of second paragraph on Page
3, Financial Information Section of Annual Report, under the caption
"Information Regarding Sun's Common Stock", Pages 33-34, Financial
Information Section of Annual Report, under the caption "Note O--Dividend
Limitations of Subsidiaries and Other Capital Requirements".
ITEM 6. SELECTED FINANCIAL DATA.
Incorporated by reference from Page 2, Financial Information Section of
Annual Report, under the caption "Selected Consolidated Financial Data" under
the column heading "As of and for the Year Ended December 31, 1999, 1998, 1997
and 1996".
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
Incorporated by reference from Pages 5-17, Financial Information Section of
Annual Report, under the caption "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and Page 4, Financial Information
Section of Annual Report, under the caption "Forward Looking Statements".
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Incorporated by reference from Pages 13-16, Financial Information Section
of Annual Report, under the caption "Trends Affecting Operations" and Page 4,
Financial Information Section of Annual Report, under the caption "Forward
Looking Statements".
-13-
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
See Item 14 (under subcaption "A. Exhibits") of this Form 10-K for specific
description of financial statements incorporated by reference from Financial
Information Section of Annual Report.
Incorporated by reference from Page 2, Financial Information Section of
Annual Report, under the caption "Quarterly Results of Operations".
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
-14-
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
Incorporated by reference from Pages 4-5, Proxy Statement, under the
caption "Election of Directors" and Page 1, Marketing Section of Annual Report,
under the caption "Officers of the Corporation".
ITEM 11. EXECUTIVE COMPENSATION.
Incorporated by reference from Pages 6-9, Proxy Statement under the
captions "Compensation Committee Report on Executive Compensation" and
"Executive Compensation" and; Page 6, Proxy Statement, the second paragraph
under the caption "Meetings of the Board of Directors."
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
Incorporated by reference from Page 3, Proxy Statement, under the caption
"Voting Securities and Principal Holders Thereof", Pages 4-5, Proxy Statement,
under the caption "Election of Directors" and Page 6, Proxy Statement, under the
caption "Meetings of the Board of Directors".
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Incorporated by reference from Page 10, Proxy Statement, under the caption
"Certain Relationships and Related Transactions".
-15-
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
A. Exhibits:
The following consolidated financial statements of Sun Community
Bancorp Limited and subsidiaries and report of independent auditors
included on Pages 18-36 of the Financial Information Section of Annual
Report of the registrant to its stockholders for the year ended December
31, 1999, are incorporated by reference in Item 8:
Report of Independent Auditors.
Consolidated balance sheets--December 31, 1999 and 1998.
Consolidated statements of operations--Years ended December 31, 1999,
1998 and 1997.
Consolidated statements of changes in stockholders' equity--Years
ended December 31, 1999, 1998 and 1997.
Consolidated statements of cash flows--Years ended December 31, 1999,
1998 and 1997.
Notes to consolidated financial statements.
All financial statements and schedules have been incorporated by
reference from the Annual Report or are included in Management's Discussion
and Analysis of Financial Condition and Results of Operations. No schedules
are included here because they are either not required, not applicable or
the required information is contained elsewhere.
B. Reports on Form 8-K:
During the fourth quarter of 1999, no reports on Form 8-K were filed by the
registrant.
-16-
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
SUN COMMUNITY BANCORP LIMITED
Registrant
By: /s/ Joseph D. Reid By: /s/ Lee W. Hendrickson
--------------------------------- ---------------------------------
Joseph D. Reid Lee W. Hendrickson
Chairman and Executive Vice President and
Chief Executive Officer Chief Financial Officer
(Principal Financial and
Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant as
Directors of the Corporation on March 15, 2000.
/s/ Joseph D. Reid /s/ John S. Lewis
- ----------------------------------- -----------------------------------
Joseph D. Reid, Chairman, John S. Lewis, President and Director
Chief Executive Officer and
Director
/s/ Richard N. Flynn /s/ Michael J. Devine
- ----------------------------------- -----------------------------------
Richard N. Flynn, Secretary and Michael J. Devine, Director
Director
/s/ Michael F. Hannley /s/ Michael J. Harris
- ----------------------------------- -----------------------------------
Michael F. Hannley, Executive Michael J. Harris, Director
Vice President and Director
/s/ Gary W. Hickel /s/ Michael L. Kasten
- ----------------------------------- -----------------------------------
Gary W. Hickel, Executive Michael L. Kasten, Director
Vice President and Director
- ----------------------------------- -----------------------------------
Humberto S. Lopez, Director Kathryn L. Munro, Director
/s/ Ronald K. Sable
- -----------------------------------
Ronald K. Sable, Director
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EXHIBIT INDEX
Page Number or
Incorporated by
Exhibit No. Description Reference From:
- ----------- ----------- ---------------
3.1 Articles of Incorporation. (1)
3.2 Amendment to the Articles of Incorporation. (1)
3.3 Amended and Restated Bylaws. (1)
4 Specimen Common Stock Certificate. (1)
10.1 Employment Agreement by and between Sun
and Joseph D. Reid. (1)
10.2 Addendum to the Employment Agreement by and
Sun and Joseph D. Reid. (1)
10.3 Employment Agreement by and between Camelback
Community Bank and Joseph D. Reid. (1)
10.4 Employment Agreement by and between Mesa Bank
and Joseph D. Reid. (1)
10.5 Employment Agreement by and between Southern
Arizona Community Bank and Joseph D. Reid. (1)
10.6 Employment Agreement by and between Sunrise
Bank of Arizona and Joseph D. Reid. (1)
10.7 Employment Agreement by and between Sun
and John S. Lewis. (1)
10.8(a) Employment Agreement by and between Valley First
Community Bank and Gary W. Hickel. (1)
10.8(b) Addendum to Employment Agreement by and between
Valley First Community Bank and Gary W. Hickel. (1)
10.9 Employment Agreement by and between Bank of
Tucson and Michael F. Hannley. (1)
10.10 Anti-dilution Agreement by and between Sun
Community Bancorp Limited and Capitol Bancorp
Limited. (1)
10.11 Stock Option Program. (1)
10.12 Form of Executive Supplemental Income Agreement. (1)
10.13 Lease Agreement by and between East Valley.
Community Bank and Chandler Properties Group, LLC. (1)
13 Annual Report to Security Holders.
21 Subsidiaries.
27.1 Financial Data Schedule for fiscal year end December
31, 1999.
KEY:
(1) Incorporated by reference from Registration Statement on Form S-1,
Amendment No.2, filed June 15, 1999 (Commission file No. 333-76719).
-18-