1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------
FORM 10-K/A
(Amendment No. 1)
(Mark one)
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the fiscal year ended December 31, 1997
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from _____________________ to _______________________
Commission File Number 0-18630
CATHAY BANCORP, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 95-4274680
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
777 North Broadway, Los Angeles, California 90012
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (213) 625-4700
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
None None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 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 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 if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will to 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. [ ]
The aggregate market value of the voting stock held by non-affiliates of the
Registrant as of March 6, 1998 was $242,755,116 (computed on the basis of
$33.625 per share, which was the last sale price of the Company's Common Stock
reported by the Nasdaq National Market on March 6, 1998).*
The number of shares outstanding of each of the Registrant's classes of Common
Stock as of March 6, 1998: Common Stock, $.01 par value - 8,952,338 shares.**
2
DOCUMENTS INCORPORATED BY REFERENCE
- - Portions of Registrant's definitive proxy materials relating to its 1998
Annual Meeting of Stockholders, as filed, are incorporated by reference
into Part III.
- - Portions of Registrant's Annual Report to Stockholders for the Year
Ended December 31, 1997 (referred to below as "Annual Report to
Stockholders") are incorporated by reference into Parts I, II and IV.
- ----------
* Estimated solely for the purposes of this cover page. The market value
of shares held by the Company's directors, officers and Employee Stock
Ownership Plan have been excluded.
** Includes 34,519 and 34,000 rights, respectively, to receive Common Stock
that are held by former holders of Cathay Bank common stock and former
holders of First Public Savings Bank common stock that have not yet been
submitted for exchange into Common Stock of Cathay Bancorp, Inc.
ii
3
ITEM AMENDED
PART VI
ITEM PAGE
---- ----
14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.............. 3
TEXT OF AMENDMENT
The above-listed Item is hereby amended by deleting the Item in its
entirety appearing in the Form 10-K of Cathay Bancorp, Inc. (the "Company")
filed with the Securities and Exchange Commission on March 30, 1998 (the
"Initial Filing"), and replacing such Item with the corresponding Item that
appears in this Amendment No. 1 to Annual Report on Form 10-K.
2
4
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
Documents Filed as Part of this Report
(a) (1)Financial Statements
Financial Statements Page No. in
of Initial Filing of
Cathay Bancorp, Inc. and Subsidiary* Annual Report
------------------------------------ -------------
Consolidated Statements of Condition 39
as of December 31, 1997 and 1998
Consolidated Statements of Income 40
for each of the years in the 3-year period
ended December 31, 1997
Consolidated Statements of Changes in Stockholders' 41
Equity for each of the years in the 3-year period
ended December 31, 1997
Consolidated Statements of Cash Flows 42
for each of the years in the 3-year period
ended December 31, 1997
Notes to Consolidated Financial Statements 43-62
Independent Auditors' Report of KPMG Peat Marwick LLP 63
- ----------
* Parent-only condensed financial information of the Company as of
December 31, 1997 and 1996 and for the years ended December 31, 1997, 1996 and
1995 is included in Note 15 to the Consolidated Financial Statements on pages 60
through 62 of the Annual Report to Stockholders, which is incorporated herein by
reference.
(a)(2) Financial Statement Schedules
Schedules have been omitted since they are not applicable, they
are not required, or the information required to be set forth in
the schedules is included in the Consolidated Financial
Statements or notes thereto incorporated by reference into this
report.
(a)(3) Exhibits
3.1 Restated Articles of Incorporation. Previously filed with the
Securities and Exchange Commission as an exhibit to Registration
Statement No. 33-33767 and incorporated herein by reference.
3.2 Restated Bylaws. Previously filed with the Securities and
Exchange Commission as an exhibit to Registrant's Annual Report
on Form 10-K for the year ended December 31, 1990 and
incorporated herein by reference.
4.1 Shareholders Rights Plan. Previously filed with the Securities
and Exchange Commission as an exhibit to Registrant's Annual
Report on Form 10-K for the year ended December 31, 1990 and
incorporated herein by reference.
3
5
10.1 Form of Indemnity Agreements between the Company and its
directors and certain officers. Previously filed with the
Securities and Exchange Commission as an exhibit to Registration
Statement No. 33-33767 and incorporated herein by reference.
10.2 Amended and Restated Cathay Bank Employee Stock Ownership Plan
and Trust, each as amended by the First Amendment and Second
Amendment thereto.
10.3 Dividend Reinvestment Plan of the Company. Previously filed with
the Securities and Exchange Commission as an exhibit to
Registration Statement No. 33-33767 and incorporated herein by
reference.
13.1 Certain portions of the Registrant's 1997 Annual Report to
Stockholders incorporated herein by reference.
22.1 Subsidiaries of the Company. Previously filed with the Securities
and Exchange Commission as an exhibit to the Initial Filing of
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1997 and incorporated herein by reference.
23.1 Consent of KPMG Peat Marwick LLP
24.1 Power of Attorney. Included on page 20 of the Initial Filing of
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1997, previously filed with the Securities and
Exchange Commission, and incorporated herein by reference.
27 Financial Data Schedule. Previously filed with the Securities and
Exchange Commission as an exhibit to the Initial Filing of
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1997 and incorporated herein by reference.
(b) Reports on Form 8-K
There were no reportable events.
4
6
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Amendment to Annual
Report on Form 10-K to be signed on its behalf by the undersigned, thereunto
duly authorized.
CATHAY BANCORP, INC.
Date: April 30, 1998 By: /s/ DUNSON K. CHENG
--------------------------------
Dunson K. Cheng
Chairman and President
Pursuant to the requirements of the Securities Exchange Act of 1934,
this Amendment to Annual Report on Form 10-K has been signed below by the
following persons on behalf of the Registrant and in the capacities and on the
dates indicated.
SIGNATURE TITLE DATE
- --------- ----- ----
/s/ DUNSON K. CHENG President, Chairman of April 30, 1998
- -------------------------------------- the Board and Director
Dunson K. Cheng (Principal Executive
Officer)
/s/ ANTHONY M. TANG Executive Vice President, April 30, 1998
- -------------------------------------- Chief Financial Officer/
Anthony M. Tang Treasurer and Director
(Principal Financial
Officer) (Principal
Accounting Officer)
* Director April 30, 1998
- --------------------------------------
Ralph Roy Buon-Cristiani
* Director April 30, 1998
- --------------------------------------
Kelly L. Chan
* Director April 30, 1998
- --------------------------------------
Michael M.Y. Chang
(SIGNATURE CONTINUED)
5
7
* Vice Chairman of the April 30, 1998
- -------------------------------------- Board and Director
George T.M. Ching
* Director April 30, 1998
- --------------------------------------
Wing K. Fat
* Director April 30, 1998
- --------------------------------------
Patrick S.D. Lee
* Director April 30, 1998
- --------------------------------------
Chi-Hung Joseph Poon
* Director April 30, 1998
- --------------------------------------
Thomas G. Tartagilia
* Secretary of the Board April 30, 1998
- -------------------------------------- and Director
Wilbur K. Woo
*By: /s/ DUNSON K. CHENG
--------------------------------
Dunson K. Cheng
As Attorney-in-Fact
6
8
EXHIBIT INDEX
Exhibit No.
- -----------
3.1 Restated Articles of Incorporation. Previously filed with the
Securities and Exchange Commission as an exhibit to Registration
Statement No. 33-33767 and incorporated herein by reference.
3.2 Restated Bylaws. Previously filed with the Securities and
Exchange Commission as an exhibit to Registrant's Annual Report
on Form 10-K for the year ended December 31, 1990 and
incorporated herein by reference.
4.1 Shareholders Rights Plan. Previously filed with the Securities
and Exchange Commission as an exhibit to Registrant's Annual
Report on Form 10-K for the year ended December 31, 1990 and
incorporated herein by reference.
10.1 Form of Indemnity Agreements between the Company and its
directors and certain officers. Previously filed with the
Securities and Exchange Commission as an exhibit to Registration
Statement No. 33-33767 and incorporated herein by reference.
10.2 Amended and Restated Cathay Bank Employee Stock Ownership Plan
and Trust, each as amended by the First Amendment and Second
Amendment thereto.
10.3 Dividend Reinvestment Plan of the Company. Previously filed with
the Securities and Exchange Commission as an exhibit to
Registration Statement No. 33-33767 and incorporated herein by
reference.
13.1 Certain portions of the Registrant's 1997 Annual Report to
Stockholders incorporated herein by reference.
22.1 Subsidiaries of the Company. Previously filed with the Securities
and Exchange Commission as an exhibit to the Initial Filing of
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1997 and incorporated herein by reference.
23.1 Consent of KPMG Peat Marwick LLP
24.1 Power of Attorney. Included on page 20 of the Initial Filing of
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1997, previously filed with the Securities and
Exchange Commission, and incorporated herein by reference.
27 Financial Data Schedule. Previously filed with the Securities and
Exchange Commission as an exhibit to the Initial Filing of
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1997 and incorporated herein by reference.
7