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: December 29, 1998
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Community West Bancshares
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(Exact name of Registrant as specified in its charter)
California
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(State or other jurisdiction of incorporation)
0-23575 77-0446957
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(Commission File Number) (IRS Employer I.D. Number)
5638 Hollister Avenue, Goleta, California 93117
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(Address of principal executive offices) (Zip Code)
(805) 692-1862
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(Registrant's telephone number, including area code)
ITEM 2. ACQUISITION OF PALOMAR SAVINGS AND LOAN ASSOCIATION
Effective December 14, 1998, Community West Bancshares, Goleta,
California (the "Registrant"), a California corporation, acquired Palomar
Savings and Loan Association, Escondido, California ("Palomar"), a California
state savings and loan association, pursuant to that certain Agreement and Plan
of Reorganization, dated as of April 23, 1998 (the "Agreement") by and between
the Registrant and Palomar. Under the terms of the Agreement, effective December
14, 1998, CWB Merger Corp, a California corporation and wholly-owned subsidiary
of the Registrant, merged with and into Palomar (the "Merger"), with Palomar
being the surviving institution.
Pursuant to Section 1.2 (c) of the Agreement which sets forth the method of
calculating the exchange ratio, each share of common stock of Palomar ("Palomar
Common Stock") issued and outstanding immediately prior to the Merger was
converted into the right to receive 2.11 shares of common stock of the
Registrant ("CWB Common Stock"). The description of the Agreement contained
herein is qualified in its entirety by reference to the Agreement, which is
incorporated herein as Exhibit 2.1.
Upon consummation of the Merger, the Registrant issued approximately
1,367,673 shares of CWB Common Stock (prior to adjustment for fractional shares)
to former holders of Palomar Common Stock, and as a result, the former
shareholders of Palomar Common Stock own shares of CWB Common Stock representing
approximately 24.9 percent of the outstanding CWB Common Stock.
After giving effect to the Merger, the consolidated company has
approximately $250,000,000 in assests and approximately $24,000,000 in
shareholders' equity, before giving effect to merger costs.
Upon consummation of the Merger, Palomar, as a subsidiary of the
Registrant, continues to operate as a California state savings and loan
association. Palomar's head office/branch is located at 355 West Grand Avenue,
Escondido, California. Palomar has one other full service branch located at
1815 East Valley Parkway, Suite 1, Escondido, California.
As part of the Merger, James M. Rady, President and Chief Executive Officer
of Palomar, was appointed to the Board of Directors of the Registrant.
A press release announcing consummation of the Merger was issued on
December 16, 1998, a copy of which is attached hereto as Exhibit 99.1 and is
incorporated herein in its entirety by this reference.
ITEM 5. OTHER EVENTS.
On December 17, 1998, the Board of Directors of the Registrant approved a
cash dividend of $0.04 per share of common stock, no par value, of the
Registrant. All shareholders of record on January 5, 1999, shall be entitled to
receive the cash dividend which will be paid on or about January 20, 1999.
On December 17, 1998, there were 5,479,840 shares of common stock of the
Registrant outstanding (prior to adjustment for fractional shares of CWB Common
Stock issued to shareholders of Palomar pursuant to the Merger - see Item 2
above). Accordingly, the cash dividend will result in an aggregate distribution
of approximately $219,194 unless additional shares of common stock of the
Registrant are issued between December 17, 1998 and the record date for the
payment of the cash dividend.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA
FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENT OF BUSINESS ACQUIRED.
The financial statements required by this Item 7 on the Merger are not
included in this initial report on Form 8-K pursuant to the provisions of Item
7(a)(4) of Form 8-K. These financial statements will be filed by Amendment to
this Form 8-K on or before February 15, 1999.
(b) PRO FORMA FINANCIAL INFORMATION.
The Pro Forma Financial Information required by this Item 7 are not
included in this initial report on Form 8-K pursuant to the provisions of Item
7(b)(2) of Form 8-K. The Pro Forma Financial Information will be filed by
Amendment to this Form 8-K on or before February 15, 1999.
(c) EXHIBITS.
The following exhibits are filed with this Current Report on Form 8-K.
Exhibit
Number Description
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2.1 Agreement and Plan of Reorganization, dated as of April 23,
1998, by and among Community West Bancshares and Palomar Savings and
Loan Association.
2.2 Merger Agreement dated December 1, 1998, by and between CWB Merger
Corp and Palomar Savings and Loan Association, as filed with
the California Department of Financial Institutions and the
California Secretary of State effective December 14, 1998.
99.1 Press Release of Community West Bancshares dated December 16, 1998
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 hereunder duly authorized.
Dated: December 29, 1998
COMMUNITY WEST BANCSHARES
By: /s/ C. Randy Shaffer
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C. Randy Shaffer
Executive Vice President and
Chief Financial Officer