ITEM
1. BUSINESS
General Development of the Company
General
Capital Corp of the West
(the “Company” or “Capital Corp”) is a bank holding company incorporated under
the laws of the State of California on April 26, 1995. On November 1, 1995, the Company became
registered as a bank holding company and is the holder of all of the capital
stock of County Bank (the “Bank”).
During 1999, Town and Country Finance and Thrift (the “Thrift”) was
merged into County Bank. The Company’s
primary asset is the Bank and the Bank is the Company’s primary
source of income. As of December 31,
2001, the Company’s securities consist of 4,927,465 shares of Common Stock, no
par value, and no shares of Preferred Stock.
As of March 15, 2002 there were 4,973,820 common shares outstanding,
held by approximately 1,700 shareholders.
There were no preferred shares outstanding at March 15, 2002. The Company has one wholly owned inactive
nonbank subsidiary, Capital West Group (“CWG”) at December 31, 2001. The Bank has four wholly owned subsidiaries,
Merced Area Investment & Development, Inc. (“MAID”), County Asset Advisors
(“CAA”), County Investment Trust (“REIT”), and County Investment II (“REIT
2”). During January 2002, the board
approved the dissolution of REIT 2. It
is anticipated that REIT 2 will be completely liquidated and dissolved by the
end of the second quarter of 2002. CAA
is currently inactive. All references
herein to the “Company” include the Bank and the Bank’s subsidiaries, unless
the context otherwise requires.
Information about Commercial Banking & General Business
of the Company and its Subsidiaries
The Bank was organized on
August 1, 1977, as County Bank of Merced, a California state banking
corporation. The Bank commenced
operations in 1977. In November 1992,
the Bank changed its legal name to County Bank. The Bank’s deposits are insured by the Federal Deposit Insurance
Corporation (“FDIC”), up to applicable limits.
The Bank is a member of the Federal Reserve System.
Industry & Market
Area
The Bank engages in
general commercial banking business primarily in Fresno, Madera, Mariposa,
Merced, San Francisco, San Joaquin, Stanislaus, Tulare and Tuolomne
counties. The Bank has eighteen full
service branch offices; two of which are located in Merced with the branch
located in downtown Merced currently serving as both a branch and as
administrative headquarters. There are
offices in Atwater, Hilmar, Los Banos, Sonora, Stockton, two offices in Modesto
and two offices in Turlock. In 1997,
the Bank also opened an office in Madera and purchased three branch offices
from Bank of America in Livingston, Dos Palos and Mariposa. During 1999, the Bank opened its first
office in Fresno, and in 2000 expanded our presence in Fresno by adding an
additional office. On January 18, 2001
the Bank opened a loan production office in San Francisco that during 2001 was
converted into a full service branch. The Bank’s administrative headquarters
also provides accommodations for the activities of Merced Area Investment &
Development (“MAID”), the Bank’s wholly owned real estate subsidiary. (See “ITEM 2.
ITEM 2. PROPERTIES
The Bank
(1) North Merced Office
The Bank’s north Merced
office is located at 490 West Olive Avenue in Merced with approximately 5,600
square feet of interior floor space.
This building was constructed in 1978 at a cost of approximately
$400,000 and is situated on a lot of approximately 47,000 square feet, which
the Bank purchased in 1977 for approximately $186,000. Management believes that this facility will
be adequate to accommodate the operations of this branch for the foreseeable
future.
(2) Downtown Merced Branch and
Administrative Headquarters
On September 2, 1997, the
Bank relocated its downtown Merced branch to 550 West Main Street in Merced
where it serves as the main branch of the Bank. The facility is a three story facility with a two story attached
parking facility and is approximately 29,000 square feet. Approximately 19,800 square feet is occupied
by the administrative and central support functions. The facility cost was approximately $5.1 million. Management believes that this facility will
be adequate to accommodate the operations of Company for the foreseeable
future.
(3) Atwater Branch
On October 5, 1981,
the Bank opened a branch office at 735 Bellevue Road, Atwater. The building contains approximately 6,000
square feet of interior floor space, and was built at a total cost of
approximately $500,000. In 1994, the
Bank purchased the lot at a cost of $316,000.
Manage­ment of the Bank believes that this facility will be adequate to
accommodate the operations of this branch for the foreseeable future. ­The data processing and central service
support personnel and related equipment were relocated to the new facility in
downtown Merced, as discussed above in late 1997.
(4) Los
Banos Branch
In October of 1994, the
Bank opened a full service banking facility relocated at 953 W. Pacheco
Boulevard, Los Banos. The Bank entered
into a ten-year lease with a non-affiliated third party on the facility. The new facility contains 4,928 square feet
of interior floor space. Remodeling and
redecorating expenses were approximately $355,000. Management believes that this facility will be adequate to
accommodate the operation of the branch for the foreseeable future.
(5) Hilmar Branch
On November 15, 1993, the
Bank opened a branch office at 8019 N. Lander Avenue, Hilmar. The building was purchased at a cost of
$328,000 and consists of a single story building of approximately 4,456 square
feet of interior floor space.
Remodeling and redecorating expenses were approximately $53,000. Management believes that this facility will
be adequate to accommodate the operation of this branch for the foreseeable
future.
(6) Sonora Branch
On January 12, 1996, the
Bank received approval to open a full service banking facility at the
Crossroads Shopping Center and entered into a five-year lease with a non-affiliated
third party on January 12, 1996 for a 2,500 square foot facility. On August 28, 1998, the Bank relocated from
the Crossroads Shopping Center to a larger facility of 3,131 square feet in a
nearby shopping center. As part of the
move the Bank entered into a ten-year lease with a non-affiliated third
party. Management believes that this
facility will be adequate to accommodate the operation of this branch for the
foreseeable future.
(7) Turlock Branches
On September 1, 1995, the
Bank opened a branch in Turlock, California.
In May 1995 the Bank acquired 2 lots for $297,000 at 2001 Geer Road,
Turlock. The Bank completed the
construction of a permanent facility in February 1997 at a cost of
approximately $694,000 and the facility is approximately 3,300 square
feet. Management believes that this
facility will be adequate to accommodate the operation of this branch for the
foreseeable future.
In November, 1999, the
Bank received approval to convert the Turlock Town and Country branch into a
full service County Bank branch. There
is no current lease on this facility and current rents are paid on a month to
month basis. The facility includes
approximately 2,160 square feet located at 410 East Olive Avenue in
Turlock. Management is reviewing
possible alternative sites for a downtown Turlock office. It is anticipated that either a new lease
will be executed or a relocation to a new site will occur during the second
quarter of 2002.
(8) Modesto Branches
On January 24, 1996, the
Bank received approval to open a full service banking facility in Modesto and
entered into a ten-year lease with a non-affiliated third party on December 2,
1996 for an approximately 5,413 square foot building at 3508 McHenry Avenue,
Modesto. The branch opened for business
on December 10, 1996. Management
believes that this facility will be adequate to accommodate the branch for the
foreseeable future.
On June 1, 2000, the Bank
renewed the lease on the branch in downtown Modesto and entered into a ten-year
lease with a non-affiliated third party for an approximately 8,208 square foot
building at 1003 12th Street, Modesto.
The branch opened for business on December 31, 1996. Management believes that this facility will
be adequate to accommodate the banking operation for the foreseeable future.
(9) Acquired Branches - Dos Palos,
Livingston, and Mariposa
On December 11, 1997, the
Bank purchased the sites of three former branches of Bank of America. These facilities are located at 640 Main
Street, Livingston, 1507 Center Street, Dos Palos and 5121 Hwy 140, Mariposa.
The branch in Livingston was purchased at a cost of $251,000 and is a 5,699
square feet facility. The Dos Palos
branch was purchased at a cost of $296,000 and is an 8,274 square feet
facility. The Mariposa branch was
purchased for a cost of $313,000 and is a 4,200 square feet facility. Management believes that these facilities
will be adequate to accommodate the banking operation for the foreseeable
future.
(10) Madera Branch
In October, 1999, the
Bank entered into a 3 year lease with a nonaffiliated third party for an
approximate 4,000 square foot facility located at 413 Yosemite Avenue, Suite
101, Madera, California. The branch
relocated to this larger facility on October 29, 1999 from a temporary facility
that was rented on a month to month basis.
Management believes the new facility will be adequate to accommodate the
banking operation for the foreseeable future.
(11) Fresno
Branches
In November, 1999, the Bank
received approval to convert the Fresno Town and County branch into a full
service County Bank office. The Bank
relocated the previous Thrift office to a larger facility, entering into a 4
year lease with a nonaffiliated party for an approximate 5,200 square foot
facility located at 2150 West Shaw Avenue, Fresno, California. The new lease agreement was entered into in
August, 1999. Management believes the
facility will be adequate to accommodate the banking operation for the
foreseeable future.
In September, 2000, the
Bank opened a second full service office.
The Bank entered into a 10 year lease with a nonaffiliated party for
approximately a 4,755 square foot facility located at 1330 Ease Shaw Avenue,
Fresno, California. The new lease
became effective July 1, 2000.
Management believes the facility will be adequate to accommodate the
banking operation for the foreseeable future.
(12) San Francisco Branch
In April, 2001, the Bank
opened a full service office in San Francisco, California. The current facility is located at 130
Battery Street in San Francisco.
Effective March 1, 2001, the Bank entered into a 5 year lease with a
nonaffiliated party for approximately 2,880 square feet of office space. Management believes the facility will be
adequate to accommodate the operation of the branch in San Francisco for the
foreseeable future.
(13) Stockton Branch
In July, 2001, the Bank
opened a full service banking facility located in Stockton, California. The Bank entered into a five-year lease with
a nonaffiliated third party for approximately 1,740 square feet of office
space. Management believes that this
facility will be adequate to accommodate the operation of this branch for the
foreseeable future.
ITEM 3.
ITEM 3. LEGAL
PROCEEDINGS
As of December 31, 2001,
the Company, is not a party to, nor is any of it’s property the subject of, any
material pending legal proceedings, nor are any such proceedings known to be
contemplated by government authorities.
The Company is, however,
exposed to certain potential claims encountered in the normal course of
business. In the opinion of Management,
the resolution of these matters will not have a material adverse effect on the
Company’s consolidated financial position or results of operations in the
foreseeable future.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS
The Company did not
submit any matters to a vote of security holders in the quarter ended December
31, 2001.
PART
II
ITEM
5.
ITEM
5.
MARKET FOR REGISTRANT’S COMMON
EQUITY AND RELATED SHAREHOLDER MATTERS
For information
concerning the market for the Company’s common stock and related shareholder
matters, see page 19 of the Company’s 2001 Annual Report to Shareholders
incorporated herein by reference.
ITEM
SELECTED FINANCIAL DATA
For selected consolidated
financial data concerning the Company, see page 9 of the Company’s 2001 Annual
Report to Shareholders incorporated herein by reference.
ITEM 7.
MANAGEMENT’S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
For management’s
discussion and analysis of financial condition and results of operations, see
pages 10 through 20 of the Company’s 2001 Annual Report to Shareholders
incorporated herein by reference.
ITEM 7A.
MARKET
RISK
For management’s
discussion and analysis of market risk and interest rate risk management, see
pages 17 through 19 of the Company’s 2001 Annual Report to Shareholders
incorporated herein by reference.
ITEM 8.
FINANCIAL STATEMENTS AND
SUPPLEMENTARY DATA
Audited Consolidated
Balance Sheets as of December 31, 2001 and 2000 and Audited Consolidated
Statements of Income and Comprehensive Income, Shareholders’ Equity and Cash
Flows for the fiscal years ending December 31, 2001, 2000, and 1999 appear on
pages 22 through 25 of the Company’s 2001 Annual Report to Shareholders
incorporated herein by reference. Notes
to the Consolidated Financial Statements appear on pages 26 through 46 of the
Company’s 2001 Annual Report to Shareholders incorporated herein by
reference. The Independent Auditors’
Report appears on page 21 of the Company’s 2001 Annual Report to Shareholders
incorporated herein by reference.
ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
There were no changes in
and there were no disagreements with accountants on accounting and financial
disclosure.
PART
III
ITEM 10.
DIRECTORS AND EXECUTIVE OFFICERS OF
THE REGISTRANT
As permitted by
Securities and Exchange Commission’s rules relating to Form 10-K, the
information called for by this item is incorporated by reference from the
section of the Company’s 2001 Proxy Statement titled “Election of Directors,”
which is to be filed on or about March 14, 2002.
ITEM
11. EXECUTIVE
COMPENSATION
As permitted by
Securities and Exchange Commission, the information called for by this item is
incorporated by reference from the section of the Company’s 2001 Proxy
Statement titled “Information Pertaining to Election of Directors,” which is to
be filed on or about March 14, 2002.
ITEM
12. SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
As permitted by
Securities and Exchange Commission’s rules relating to Form 10-K, the
information called for by this item is incorporated by reference from the
Company’s Proxy Statement, which is to be filed on or about March 14, 2002.
ITEM
13. CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
As permitted by
Securities and Exchange Commission’s rules relating to Form 10-K, the
information called for by this item is incorporated by reference from the
Company’s Proxy Statement, which was filed on or about March 14, 2002.
ITEM 14. EXHIBITS, FINANCIAL
STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a) Financial Statements and Schedules
An index of all
financial statements and schedules filed as part of this Form 10-K appears
below and the material which begins on the pages of the Company’s Annual Report
to Shareholders for the year ended December 31, 2001 listed, are incorporated
herein by reference in response to Item 8 of this report.
Financial Statements:
Page
Independent Auditors’
Report
Consolidated Balance
Sheets as of December 31, 2001 and 2000
Consolidated Statements
of Income and Comprehensive Income for the Years Ended 2001, 2000, and 1999
Consolidated Statements
of Shareholders’ Equity for the Years Ended 2001, 2000, and 1999
Consolidated Statements
of Cash Flows for the Years Ended 2001, 2000, and 1999
Notes to Consolidated
Financials
(b) Reports on Form 8-K
There were no
reports on Form 8-K filed in the quarter ending December 31, 2001.
(c) Exhibits
The following is a
list of all exhibits required by Item 601 of Regulation S-K to be filed as part
of this Form 10-K:
Exhibit Number
Exhibit
3.1
Articles of
Incorporation (filed as Exhibit 3.1 of the Company’s September 30, 1996 Form
10-Q filed with the SEC on or about November 14, 1996).
3.2
Bylaws (filed as
Exhibit 3.2 of the Company’s September 30, 1996 Form 10-Q filed with the SEC
on or about November 14, 1996)
3.3
Rights Agreement between Capital Corp of the West
and Harris Trust Company of California dated as of September 26, 1997,
including Form of Right Certificate attached thereto as Exhibit B (filed as
Exhibit 4 to the Company’s Registration Statement on Form 8-A filed with the
SEC on October 1, 1997.
Employment Agreement
between Thomas T. Hawker and Capital Corp. of the West (filed as Exhibit 10
of the Company's 2000 Form 10-K filed with the SEC on or about March 30,
2001).
*
10.1
Administration
Construction Agreement (filed as Exhibit 10.4 of the Company’s 1995 Form 10-K
filed with the SEC on or about March 31, 1996).
10.2
Stock Option Plan
(filed as Exhibit 10.6 of the Company’s 1995 Form 10-K filed with the SEC on
or about March 31, 1996).
10.3
401(k) Plan (filed as
Exhibit 10.7 of the Company’s 1995 Form 10-K filed with the SEC on or about
March 31, 1996).
10.4
Employee Stock
Ownership Plan (filed as Exhibit 10.8 of the Company’s 1995 Form 10-K filed
with the SEC on or about March 31, 1996).
10.5
Purchase Agreement for three
branches from Bank of America is incorporated herein by reference from
Exhibit 2.1 Registration Statement on Form S-2 filed July 14, 1997, File No.
333-31193.
10.6
Change-in-Control
Agreement between R. Dale McKinney and Capital Corp of the West (filed as
Exhibit 10.6 of the Company’s 1999 Form
10-K with the SEC on or about March 17, 2000).
*
10.7
Deferred Compensation
Agreement between members of the board of directors and Capital Corp of the
West (filed as exhibit 10.7 of the Company’s 1999 Form 10-K with
the SEC on or about March 17, 2000).
*
10.8
Executive Salary
Continuation Agreement between certain members of executive management and
Capital Corp of the West (filed as Exhibit 10.8 of the Company’s 1999 Form
10-K with the SEC in or about March 17, 2000).
*
10.9
Executive Salary
Continuation Agreement between senior executive management and Capital Corp
of the West .
*
Statement Regarding the
Computation of Earnings Per Share is incorporated herein by reference from
Note 1 of the Company’s Consolidated Financial Statements.
Annual Report to Security Holders.
Independent Auditors’
Consent Letter.
*
Denotes management
contract or compensatory plan arrangement.
(d) Financial Statement Schedules
All other
supporting schedules are omitted because they are not applicable, not required,
or the information required to be set forth therein is included in the
financial statements or notes thereto incorporated herein by reference.
SIGNATURES
Pursuant to the
requirements of Section 13 of the Securities Exchange Act of 1934, as amended,
the Company has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized, on the 15th day of March, 2002.
Pursuant to the
requirements of the Securities Exchange Act of 1934, as amended, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
Exhibit Number
Exhibit
3.1
Articles of
Incorporation (filed as Exhibit 3.1 of the Company’s September 30, 1996 Form
10-Q filed with the SEC on or about November 14, 1996).
3.2
Bylaws (filed as
Exhibit 3.2 of the Company’s September 30, 1996 Form 10-Q filed with the SEC
on or about November 14, 1996)
3.3
Rights Agreement between Capital Corp of the West
and Harris Trust Company of California dated as of September 26, 1997,
including Form of Right Certificate attached thereto as Exhibit B (filed as
Exhibit 4 to the Company’s Registration Statement on Form 8-A filed with the
SEC on October 1, 1997.
E-1
Employment Agreement
between Thomas T. Hawker and Capital Corp. of the West
E-1 (filed as Exhibit 10 of the Company's 2000 Form 10-K filed with the SEC
on or about March 30, 2001).
*
10.1
Administration
Construction Agreement (filed as Exhibit 10.4 of the Company’s 1995 Form 10-K
filed with the SEC on or about March 31, 1996).
10.2
Stock Option Plan
(filed as Exhibit 10.6 of the Company’s 1995 Form 10-K filed with the SEC on
or about March 31, 1996).
10.3
401(k) Plan (filed as
Exhibit 10.7 of the Company’s 1995 Form 10-K filed with the SEC on or about
March 31, 1996).
10.4
Employee Stock
Ownership Plan (filed as Exhibit 10.8 of the Company’s 1995 Form 10-K filed
with the SEC on or about March 31, 1996).
10.5
Purchase Agreement for
three branches from Bank of America is incorporated herein by reference from
Exhibit 2.1 Registration Statement on Form S-2 filed July 14, 1997, File No.
333-31193.
10.6
Change-in-Control
Agreement between R. Dale McKinney and Capital Corp of the West (filed as
Exhibit 10.6 of the Company’s 1999 Form
10-K with the SEC on or about March 17, 2000).
*
10.7
Deferred Compensation
Agreement between members of the board of directors and Capital Corp of the
West (filed as exhibit 10.7 of the Company’s 1999 Form 10-K with the SEC on
or about March 17, 2000).
*
10.8
Executive Salary
Continuation Agreement between certain members of executive management and
Capital Corp of the West (filed as Exhibit 10.8 of the Company’s 1999 Form
10-K with the SEC in or about March 17, 2000).
*
10.9
Executive Salary
Continuation Agreement between senior executive management and Capital Corp
of the West.
*
Statement Regarding the
Computation of Earnings Per Share is incorporated herein by reference from
Note 1 of the Company’s Consolidated Financial Statements.
Annual Report to Security Holders.
Independent Auditors’
Consent Letter.
*
Denotes management
contract or compensatory plan arrangement.
ITEM 7.
MANAGEMENT’S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
For management’s
discussion and analysis of financial condition and results of operations, see
pages 10 through 20 of the Company’s 2001 Annual Report to Shareholders
incorporated herein by reference.
ITEM 7A.
ITEM 7A.
MARKET
RISK
For management’s
discussion and analysis of market risk and interest rate risk management, see
pages 17 through 19 of the Company’s 2001 Annual Report to Shareholders
incorporated herein by reference.
ITEM 8.
ITEM 8.
FINANCIAL STATEMENTS AND
SUPPLEMENTARY DATA
Audited Consolidated
Balance Sheets as of December 31, 2001 and 2000 and Audited Consolidated
Statements of Income and Comprehensive Income, Shareholders’ Equity and Cash
Flows for the fiscal years ending December 31, 2001, 2000, and 1999 appear on
pages 22 through 25 of the Company’s 2001 Annual Report to Shareholders
incorporated herein by reference. Notes
to the Consolidated Financial Statements appear on pages 26 through 46 of the
Company’s 2001 Annual Report to Shareholders incorporated herein by
reference. The Independent Auditors’
Report appears on page 21 of the Company’s 2001 Annual Report to Shareholders
incorporated herein by reference.
ITEM 9.
ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
There were no changes in
and there were no disagreements with accountants on accounting and financial
disclosure.
PART
III
ITEM 10.
ITEM 10.
DIRECTORS AND EXECUTIVE OFFICERS OF
THE REGISTRANT
As permitted by
Securities and Exchange Commission’s rules relating to Form 10-K, the
information called for by this item is incorporated by reference from the
section of the Company’s 2001 Proxy Statement titled “Election of Directors,”
which is to be filed on or about March 14, 2002.
ITEM
11.
ITEM
11. EXECUTIVE
COMPENSATION
As permitted by
Securities and Exchange Commission, the information called for by this item is
incorporated by reference from the section of the Company’s 2001 Proxy
Statement titled “Information Pertaining to Election of Directors,” which is to
be filed on or about March 14, 2002.
ITEM
12.
ITEM
12. SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
As permitted by
Securities and Exchange Commission’s rules relating to Form 10-K, the
information called for by this item is incorporated by reference from the
Company’s Proxy Statement, which is to be filed on or about March 14, 2002.
ITEM
13.
ITEM
13. CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
As permitted by
Securities and Exchange Commission’s rules relating to Form 10-K, the
information called for by this item is incorporated by reference from the
Company’s Proxy Statement, which was filed on or about March 14, 2002.
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL
STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a) Financial Statements and Schedules
An index of all
financial statements and schedules filed as part of this Form 10-K appears
below and the material which begins on the pages of the Company’s Annual Report
to Shareholders for the year ended December 31, 2001 listed, are incorporated
herein by reference in response to Item 8 of this report.
Financial Statements:
Page
Independent Auditors’
Report
Consolidated Balance
Sheets as of December 31, 2001 and 2000
Consolidated Statements
of Income and Comprehensive Income for the Years Ended 2001, 2000, and 1999
Consolidated Statements
of Shareholders’ Equity for the Years Ended 2001, 2000, and 1999
Consolidated Statements
of Cash Flows for the Years Ended 2001, 2000, and 1999
Notes to Consolidated
Financials
(b) Reports on Form 8-K
There were no
reports on Form 8-K filed in the quarter ending December 31, 2001.
(c) Exhibits
The following is a
list of all exhibits required by Item 601 of Regulation S-K to be filed as part
of this Form 10-K:
Exhibit Number
Exhibit
3.1
Articles of
Incorporation (filed as Exhibit 3.1 of the Company’s September 30, 1996 Form
10-Q filed with the SEC on or about November 14, 1996).
3.2
Bylaws (filed as
Exhibit 3.2 of the Company’s September 30, 1996 Form 10-Q filed with the SEC
on or about November 14, 1996)
3.3
Rights Agreement between Capital Corp of the West
and Harris Trust Company of California dated as of September 26, 1997,
including Form of Right Certificate attached thereto as Exhibit B (filed as
Exhibit 4 to the Company’s Registration Statement on Form 8-A filed with the
SEC on October 1, 1997.
Employment Agreement
between Thomas T. Hawker and Capital Corp. of the West (filed as Exhibit 10
of the Company's 2000 Form 10-K filed with the SEC on or about March 30,
2001).
*
10.1
Administration
Construction Agreement (filed as Exhibit 10.4 of the Company’s 1995 Form 10-K
filed with the SEC on or about March 31, 1996).
10.2
Stock Option Plan
(filed as Exhibit 10.6 of the Company’s 1995 Form 10-K filed with the SEC on
or about March 31, 1996).
10.3
401(k) Plan (filed as
Exhibit 10.7 of the Company’s 1995 Form 10-K filed with the SEC on or about
March 31, 1996).
10.4
Employee Stock
Ownership Plan (filed as Exhibit 10.8 of the Company’s 1995 Form 10-K filed
with the SEC on or about March 31, 1996).
10.5
Purchase Agreement for three
branches from Bank of America is incorporated herein by reference from
Exhibit 2.1 Registration Statement on Form S-2 filed July 14, 1997, File No.
333-31193.
10.6
Change-in-Control
Agreement between R. Dale McKinney and Capital Corp of the West (filed as
Exhibit 10.6 of the Company’s 1999 Form
10-K with the SEC on or about March 17, 2000).
*
10.7
Deferred Compensation
Agreement between members of the board of directors and Capital Corp of the
West (filed as exhibit 10.7 of the Company’s 1999 Form 10-K with
the SEC on or about March 17, 2000).
*
10.8
Executive Salary
Continuation Agreement between certain members of executive management and
Capital Corp of the West (filed as Exhibit 10.8 of the Company’s 1999 Form
10-K with the SEC in or about March 17, 2000).
*
10.9
Executive Salary
Continuation Agreement between senior executive management and Capital Corp
of the West .
*
Statement Regarding the
Computation of Earnings Per Share is incorporated herein by reference from
Note 1 of the Company’s Consolidated Financial Statements.
Annual Report to Security Holders.
Independent Auditors’
Consent Letter.
*
Denotes management
contract or compensatory plan arrangement.
(d) Financial Statement Schedules
All other
supporting schedules are omitted because they are not applicable, not required,
or the information required to be set forth therein is included in the
financial statements or notes thereto incorporated herein by reference.
SIGNATURES
Pursuant to the
requirements of Section 13 of the Securities Exchange Act of 1934, as amended,
the Company has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized, on the 15th day of March, 2002.
Pursuant to the
requirements of the Securities Exchange Act of 1934, as amended, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
Exhibit Number
Exhibit
3.1
Articles of
Incorporation (filed as Exhibit 3.1 of the Company’s September 30, 1996 Form
10-Q filed with the SEC on or about November 14, 1996).
3.2
Bylaws (filed as
Exhibit 3.2 of the Company’s September 30, 1996 Form 10-Q filed with the SEC
on or about November 14, 1996)
3.3
Rights Agreement between Capital Corp of the West
and Harris Trust Company of California dated as of September 26, 1997,
including Form of Right Certificate attached thereto as Exhibit B (filed as
Exhibit 4 to the Company’s Registration Statement on Form 8-A filed with the
SEC on October 1, 1997.
E-1
Employment Agreement
between Thomas T. Hawker and Capital Corp. of the West
E-1 (filed as Exhibit 10 of the Company's 2000 Form 10-K filed with the SEC
on or about March 30, 2001).
*
10.1
Administration
Construction Agreement (filed as Exhibit 10.4 of the Company’s 1995 Form 10-K
filed with the SEC on or about March 31, 1996).
10.2
Stock Option Plan
(filed as Exhibit 10.6 of the Company’s 1995 Form 10-K filed with the SEC on
or about March 31, 1996).
10.3
401(k) Plan (filed as
Exhibit 10.7 of the Company’s 1995 Form 10-K filed with the SEC on or about
March 31, 1996).
10.4
Employee Stock
Ownership Plan (filed as Exhibit 10.8 of the Company’s 1995 Form 10-K filed
with the SEC on or about March 31, 1996).
10.5
Purchase Agreement for
three branches from Bank of America is incorporated herein by reference from
Exhibit 2.1 Registration Statement on Form S-2 filed July 14, 1997, File No.
333-31193.
10.6
Change-in-Control
Agreement between R. Dale McKinney and Capital Corp of the West (filed as
Exhibit 10.6 of the Company’s 1999 Form
10-K with the SEC on or about March 17, 2000).
*
10.7
Deferred Compensation
Agreement between members of the board of directors and Capital Corp of the
West (filed as exhibit 10.7 of the Company’s 1999 Form 10-K with the SEC on
or about March 17, 2000).
*
10.8
Executive Salary
Continuation Agreement between certain members of executive management and
Capital Corp of the West (filed as Exhibit 10.8 of the Company’s 1999 Form
10-K with the SEC in or about March 17, 2000).
*
10.9
Executive Salary
Continuation Agreement between senior executive management and Capital Corp
of the West.
*
Statement Regarding the
Computation of Earnings Per Share is incorporated herein by reference from
Note 1 of the Company’s Consolidated Financial Statements.
Annual Report to Security Holders.
Independent Auditors’
Consent Letter.
*
Denotes management
contract or compensatory plan arrangement.