SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report : May 10, 2002
Commission file number: 0-10140
CVB Financial Corp.
Incorporated pursuant to the Laws of California
Internal Revenue Service - Employer Identification No.- 95-3629339
701 North Haven Avenue, Ontario, California 91764
(909) 980-4030
| Item 1. | Changes in Control of Registrant |
| Not Applicable | |
| Item 2. | Acquisition or Disposition of Assets |
| Not Applicable | |
| Item 3. | Bankruptcy or Receivership |
| Not Applicable | |
| Item 4. | Changes in Registrant's Certifying Accountant |
| Not Applicable | |
| Item 5. | Other Events |
On January 17, 2002, Citizens Business Bank, a wholly-owned subsidiary of CVB Financial Corp., Western Security Bancorp and Western Security Bank, National Association, executed an Agreement and Plan of Reorganization providing for the acquisition by Citizens of Western Security Bancorp and Western Security Bank. By mutual consent, the parties have restructured the transaction through a Stock Purchase Agreement and Plan of Reorganization, executed on May 3, 2002.
Pursuant to the terms of the new agreement, Citizens Business Bank will purchase the outstanding stock of Western Security Bank from Western Security Bancorp. Following the stock purchase, Western Security Bank will merge with and into Citizens Business Bank, which will be the surviving corporation.
Citizens Business Bank will pay approximately $6.23 million in cash to Western Security Bancorp for Western Security Bank. At March 31, 2002, Western Security Bank had total assets of $156.4 million, including $98.4 million in total loans, and total deposits of $137.2 million.
The transction remains subject to (i) the receipt of necessary regulatory approvals; (ii) the approval of the Western Security Bancorp shareholders; (iii) the receipt of all necessary third party consents and (iv) the satisfaction or waiver of all other conditions as described in the Stock Purchase Agreement and Plan of Reorganization.
CVB Financial Corp. has attached to this Report on Form 8-K a copy of the executed Stock Purchase Agreement and Plan of Reorganization as Exhibit 2.1. This agreement constitutes an amendment and restatement of the original January 17, 2002 Agreement and Plan of Reorganization by and among the parties.
| Item 6. | Resignations of Registrant's Directors |
| Not Applicable | |
| Item 7. | Financial Statements, Pro Forma Financial Information and Exhibits. |
| (a) Financial Statements | |
| Not Applicable | |
| (b) Pro Forma Financial Information | |
| Not Applicable | |
| (c) Exhibits | |
| 2.1 Stock Purchase Agreement and Plann of Reorganization by and | |
| amoung Citizens Business Bank, Western Security Bancorp, and | |
| Western Security Bank, National Association, dated as of | |
| May 3, 2002. | |
| Item 8. | Change in Fiscal Year |
| Not Applicable | |
| Item 9. | Regulation FD Disclosure |
| Not Applicable |
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 hereunto duly authorized.
| CVB Financial Corp. | |
| Date: May 10, 2002 | By: /s/ D. Linn Wiley |
| D. Linn Wiley | |
| President and Chief Executive Officer |
Exhibit Index
| 2.1 | Stock Purchase Agreement and Plan of Reorganization by and among Citizens Business Bank, Western Security Bancorp, and Western Security Bank, National Association, dated as of May 3, 2002. |