-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DnrYM0nWvdofa17ENTxiSYfyW3bGD/sMnO8PsZjW3RNR0YjEsY7Y83gEYKtPGJSJ 1/TmTO2UyyvmPHnwrqbeMQ== 0000912057-01-506727.txt : 20010410 0000912057-01-506727.hdr.sgml : 20010410 ACCESSION NUMBER: 0000912057-01-506727 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010330 ITEM INFORMATION: FILED AS OF DATE: 20010403 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CALIFORNIA COMMUNITY BANCSHARES INC CENTRAL INDEX KEY: 0001094893 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 943339505 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 333-87481 FILM NUMBER: 1593023 BUSINESS ADDRESS: STREET 1: ONE MARITIME PLAZA, SUITE 825 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 4154341236 8-K 1 a2044246z8-k.txt 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 F O R M 8 - K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) MARCH 30, 2001 --------------------- CALIFORNIA COMMUNITY BANCSHARES, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 333-87481 94-3339505 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) One Maritime Plaza, Suite 825, San Francisco, California 94111 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (415) 434-1236 ----------------------------- N/A - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) Item 5. OTHER EVENTS. (a) On March 30, 2001, California Community Bancshares, Inc.'s counsel transmitted a letter to The American Banker for the purpose of correcting certain inaccuracies regarding California Community Bancshares, Inc. in an article in the March 14, 2001 edition of The American Banker. A copy of the letter is attached to this Current Report as Exhibit 99.1 and incorporated into this report by reference. Exhibit 99.1 March 30, 2001 letter to The American Banker. 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 hereunto duly authorized. Date: April 3, 2001 CALIFORNIA COMMUNITY BANCSHARES, INC. /s/ David E. Hooston --------------------------------------- David E. Hooston, Senior Vice President and Chief Financial Officer EX-99.1 2 a2044246zex-99_1.txt EXHIBIT 99.1 EXHIBIT 99.1 March 30, 2001 letter to The American Banker. Mr. Anthony Kline The American Banker One State Street Plaza New York, NY 10004 Dear Mr. Kline: My client, California Community Bancshares, Inc. (the "Company"), is grateful to The American Banker for publishing your article about the Company in the March 14, 2001 edition. The Company is extremely pleased that Anat Bird has become its new President and Chief Executive Officer and appreciates the prominence given to her appointment in your article. Her role in developing the "super community bank" philosophy, together with her extensive experience with Wells Fargo Bank and Norwest Bank, make her the ideal executive to take California Community Bancshares to the next level of its development. However, as a public company, California Community Bancshares, Inc. has an obligation under federal securities laws to take all available steps to correct inaccurate information about the Company that appears in the media. The Company is concerned that certain statements in your article may mislead current and prospective stockholders with regard to the Company's activities and plans. In addition, the public may be confused regarding the activities of California Community Bancshares, Inc., on one hand, and Belvedere Capital Partners LLC and the investment fund which Belvedere manages, on the other. The purpose of this letter is to provide you with additional information regarding certain of the matters addressed in your article and to request that The American Banker use this information in publishing a correction to the article. The article states: "NOT EVERYTHING HAS GONE AS PLANNED FOR CALIFORNIA COMMUNITY. A PUBLIC OFFERING SCHEDULED FOR LAST SUMMER WAS PUT ON HOLD AMID A LUKEWARM MARKET FOR BANK IPOS." Please be advised that the Company did not have a public offering scheduled for last summer, or any other time. Enclosed is a copy of a letter the Company sent last year to its stockholders in response to a similar reference in an article published in The American Banker. The article also states: "THE PRIVATELY HELD COMPANY DOES NOT RELEASE CONSOLIDATED EARNINGS . . . ." For your information, the Company files periodic reports with the Securities and Exchange Commission pursuant to Section 15(d) of the Securities Exchange Act of 1934, as amended, and files applications and reports of condition with the Board of Governors of the Federal Reserve System pursuant to the Bank Holding Company Act of 1956, as amended. The Company filed its first Annual Report on Form 10-K with the Commission in April of 2000 and has filed Quarterly Reports on Form 10-Q with the Commission for each of the first three quarters of 2001. All of these reports are available to the public at the Commission's website. The article cites data relating only to one of the Company's subsidiaries, Placer Sierra Bank, and ignores the publicly available data on the consolidated Company. For your convenience, enclosed is a copy of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2000, which was filed with the Commission on March 23, 2001, and which provides, among other things, a comprehensive review of the Company's consolidated financial position and results of operations. The article indicates that the Company has a goal to achieve an asset size of $4 to $7 billion. Although the Company plans to continue its aggressive growth strategy, it has not established any specific targeted asset size as referenced in the article. The article contained additional statements which may be confusing to readers. For example, it states: "CALIFORNIA COMMUNITY BANCSHARES IS AN OUTGROWTH OF BELVEDERE CAPITAL PARTNERS INC., AN INVESTMENT FIRM FOUNDED IN 1997 TO BUY STAKES IN CALIFORNIA COMMUNITY BANKS . . . . BELVEDERE CAPITAL HAS BOUGHT SEVEN COMMUNITY BANKS, CONSOLIDATING THEM UNDER ONE HOLDING COMPANY AND THREE BANKS WITH 35 BRANCHES . . . THE COMPANY IS ASSEMBLING A MUCH LARGER FUND - ROUGHLY $400 MILLION - THAT MR. DECKER SAID IT WILL USE TO BUY MORE BANKS IN CALIFORNIA AND THE PACIFIC NORTHWEST." California Community Bancshares, Inc. is NOT assembling the new fund. That is an activity of Belvedere Capital Partners LLC alone. The business operations of California Community Bancshares, Inc. and Belvedere are separate. The facts are that approximately 94% of California Community Bancshares, Inc.'s outstanding stock is owned by the California Community Financial Institutions Fund Limited Partnership, and Belvedere Capital Partners LLC is the general partner of the Fund. California Community Bancshares, Inc. has no connection with Belvedere's efforts to organize the second fund referred to in your article. Accordingly, to the extent that the article suggests that California Community Bancshares, Inc. is involved in Belvedere's efforts, it is misleading. The article indicates that a Mr. Robert Gallivan stated that: "MS. BIRD'S PRESENCE COULD ALSO BE A MAJOR SELLING POINT IN CALIFORNIA COMMUNITY'S EFFORTS TO RAISE MONEY FOR ITS SECOND FUND AND, ULTIMATELY, ITS PUBLIC OFFERING." California Community Bancshares, Inc. has made no public statement regarding a possible public offering and California Community Bancshares, Inc. is NOT involved in efforts by Belvedere to organize a new fund. Again, the Company wishes to express its appreciation of the role played by The American Banker in its coverage of the industry. California Community Bancshares, Inc. greatly appreciates your recognition of the significance of the appointment of Anat Bird as its new President and Chief Executive Officer, and looks forward to continued open communications with you as it moves forward. Best regards, Steven M. Plevin of LILLICK & CHARLES LLP 303:109396 Counsel to California Community Bancshares, Inc. cc: Richard W. Decker, Jr., Chairman of the Board of Directors Anat Bird, President & Chief Executive Officer Robert Kushner, Chairman of the Audit Committee -----END PRIVACY-ENHANCED MESSAGE-----