-----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, GciyjLZq8jPKJ5+1Ev9fbceo2evLG5Vz7Mfucr56UBrmXSQgEgRTvTnEqd9j7HuV X9nj9nSBKngFeocfb2jQYQ== 0000898430-99-002543.txt : 19990617 0000898430-99-002543.hdr.sgml : 19990617 ACCESSION NUMBER: 0000898430-99-002543 CONFORMED SUBMISSION TYPE: SC 13E4 PUBLIC DOCUMENT COUNT: 10 FILED AS OF DATE: 19990616 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GBC BANCORP CENTRAL INDEX KEY: 0000351710 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 953586596 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13E4 SEC ACT: SEC FILE NUMBER: 005-42236 FILM NUMBER: 99647532 BUSINESS ADDRESS: STREET 1: 800 W. 6TH STREET STREET 2: 15TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90017 BUSINESS PHONE: 2139724172 MAIL ADDRESS: STREET 1: 800 W. 6TH ST STREET 2: 15TH FL CITY: LOS ANGELES STATE: CA ZIP: 90017 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GBC BANCORP CENTRAL INDEX KEY: 0000351710 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 953586596 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13E4 BUSINESS ADDRESS: STREET 1: 800 W. 6TH STREET STREET 2: 15TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90017 BUSINESS PHONE: 2139724172 MAIL ADDRESS: STREET 1: 800 W. 6TH ST STREET 2: 15TH FL CITY: LOS ANGELES STATE: CA ZIP: 90017 SC 13E4 1 SCHEDULE 13E-4 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 -------------- SCHEDULE 13E-4 ISSUER TENDER OFFER STATEMENT (PURSUANT TO SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934) -------------- GBC BANCORP (Name of issuer) -------------- GBC BANCORP (Name of person(s) filing statement) -------------- COMMON STOCK, NO PAR VALUE (Title of class of securities) -------------- 361475106 (CUSIP number of class of securities) -------------- Peter Lowe Executive Vice President/Chief Financial Officer GBC Bancorp 800 West 6th Street Los Angeles, California 90017 (213) 972-4117 (Name, address and telephone number of person authorized to receive notices and communications on behalf of the person(s) filing statement) COPY TO: Frederick B. McLane, Esq. O'Melveny & Myers LLP 400 South Hope Street Los Angeles, California 90071 (213) 430-6000 -------------- JUNE 16, 1999 (Date tender offer first published, sent or given to security holders) -------------- CALCULATION OF FILING FEE - -------------------------------------------------------------------------------- Transaction valuation: $44,000,000* Amount of filing fee: $8,800 - -------------------------------------------------------------------------------- [_] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. Amount Previously Paid: N/A Filing Party: N/A Form or Registration No.: N/A Date Filed: N/A - -------------- *Calculated solely for purposes of determining the filing fee in accordance with Section 13(e)(3) of the Securities Exchange Act of 1934 and Rule 0-11 thereunder. Based upon the purchase of 2,000,000 shares of Common Stock at the maximum offer price of $22, net in cash per share. ITEM 1. SECURITY AND ISSUER. (a) The Issuer of the securities to which this Issuer Tender Offer Statement on Schedule 13E-4 (the "Statement") relates is GBC Bancorp, a California corporation (the "Company"), and the address of its principal executive office is 800 West 6th Street, Los Angeles, California 90017. (b) This Statement relates to a tender offer by the Company to purchase 2,000,000 shares (or such lesser number of shares as are validly tendered) of its common stock, no par value (the "Shares"), at prices, net to the seller in cash and specified by shareholders, not greater than $22 nor less than $18 per Share, upon the terms and subject to the conditions set forth in the Offer to Purchase dated June 16, 1999 (the "Offer to Purchase"), and in the related Letter of Transmittal (which together constitute the "Offer"), copies of which are filed as Exhibits (a)(1) and (a)(2), respectively. The information set forth in the "Introduction," "Section 1. Number of Shares; Proration," "Section 8. Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares," "Section 9. Background and Purpose of the Offer" and "Section 15. Extension of the Offer; Termination; Amendments" of the Offer to Purchase is incorporated herein by reference. (c) The information set forth in "Introduction" and "Section 7. Price Range of Shares; Dividends" of the Offer to Purchase is incorporated herein by reference. (d) This Statement is being filed by the Issuer. ITEM 2. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. (a)-(b) The information set forth in "Section 11. Source and Amount of Funds" of the Offer to Purchase is incorporated herein by reference. ITEM 3. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE. The information set forth in the "Introduction" and "Section 9. Background and Purpose of the Offer" of the Offer to Purchase is incorporated herein by reference. (a)-(j) The information set forth in the "Introduction," "Section 8. Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares," "Section 9. Background and Purpose of the Offer," "Section 11. Source and Amount of Funds," and "Section 12. Effects of the Offer on the Market for Shares; Registration under the Exchange Act" of the Offer to Purchase is incorporated herein by reference. ITEM 4. INTEREST IN SECURITIES OF THE ISSUER. The information set forth in "Section 8. Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares" of the Offer to Purchase is incorporated herein by reference. ITEM 5. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO THE ISSUER'S SECURITIES. The information set forth in the "Introduction" and "Section 8. Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares" of the Offer to Purchase is incorporated herein by reference. ITEM 6. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED. The information set forth in the "Introduction" and "Section 16. Fees and Expenses" of the Offer to Purchase is incorporated herein by reference. 2 ITEM 7. FINANCIAL INFORMATION. (a)-(b) The information set forth in "Section 10. Certain Information About the Company" of the Offer to Purchase is incorporated herein by reference. ITEM 8. ADDITIONAL INFORMATION. (a) Not applicable. (b) The information set forth in "Section 13. Certain Legal Matters; Regulatory Approvals" of the Offer to Purchase is incorporated herein by reference. (c) The information set forth in "Section 12. Effects of the Offer on the Market for Shares; Registration under the Exchange Act" of the Offer to Purchase is incorporated herein by reference. (d) Not applicable. (e) Reference is hereby made to the Offer to Purchase and the related Letter of Transmittal, copies of which are attached hereto as Exhibits (a)(1) and (a)(2), respectively, and incorporated in their entirety herein by reference. ITEM 9. MATERIAL TO BE FILED AS EXHIBITS. (a)(1) Offer to Purchase, dated June 16, 1999 (a)(2) Letter of Transmittal (a)(3) Notice of Guaranteed Delivery (a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (a)(5) Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (a)(6) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 (a)(7) News Release issued by the Company on June 11, 1999 (a)(8) Letter to the Company's Shareholders from Li-Pei Wu, Chairman of the Board and Chief Executive Officer of the Company, dated June 16, 1999 (a)(9) News Release issued by the Company on June 16, 1999 (b) Not applicable (c)(1) Employment Agreement among the Company, General Bank and Li-Pei Wu, dated as of January 1, 1998 (incorporated by reference to Exhibit 10 on the Company's Form 8-K dated February 19, 1998) (c)(2) Amendment to Employment Agreement among the Company, General Bank and Li-Pei Wu, dated March 19, 1998 (incorporated by reference to Exhibit 10.1 on the Company's Form 8-K/A dated March 19, 1998) (d) Not applicable (e) Not applicable (f) Not applicable 3 SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. GBC BANCORP By: /s/ Peter Lowe ________________________ Name: Peter Lowe Title: Executive Vice President/ Chief Financial Officer Dated: June 16, 1999 4 EXHIBIT INDEX Exhibit Number Description (a)(1) Offer to Purchase, dated June 16, 1999 (a)(2) Letter of Transmittal (a)(3) Notice of Guaranteed Delivery (a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (a)(5) Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (a)(6) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 (a)(7) News Release issued by the Company on June 11, 1999 (a)(8) Letter to the Company's Shareholders from Li-Pei Wu, Chairman of the Board and Chief Executive Officer of the Company, dated June 16, 1999 (a)(9) News Release issued by the Company on June 16, 1999 (c)(1) Employment Agreement among the Company, the Bank and Li-Pei Wu, dated February 19, 1998 (incorporated by reference to Exhibit 10 on the Company's Form 8-K dated February 19, 1998) (c)(2) Amendment to Employment Agreement among the Company, the Bank and Li- Pei Wu, dated March 19, 1998 (incorporated by reference to Exhibit 10.1 on the Company's Form 8-K (Amendment) dated March 19, 1998) 5 EX-99.(A)(1) 2 OFFER TO PURCHASE, DATED 6/16/1999 EXHIBIT 99.(A)(1) [LOGO OF GBC BANCORP] OFFER TO PURCHASE FOR CASH UP TO 2,000,000 SHARES OF ITS COMMON STOCK AT A PURCHASE PRICE NOT GREATER THAN $22.00 NOR LESS THAN $18.00 PER SHARE THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON WEDNESDAY, JULY 14, 1999, UNLESS THE OFFER IS EXTENDED. GBC Bancorp, a California corporation (the "Company"), hereby invites its shareholders to tender shares of its common stock, no par value (the "Shares"), to the Company at prices, net to the seller in cash, not greater than $22.00 nor less than $18.00 per Share, specified by such shareholders, upon the terms and subject to the conditions set forth in this Offer to Purchase and in the related Letter of Transmittal (which together constitute the "Offer"). The Company will determine a single per Share price (not greater than $22.00 nor less than $18.00 per Share) (the "Purchase Price") that it will pay for Shares validly tendered pursuant to the Offer, taking into account the number of Shares so tendered and the prices specified by tendering shareholders. The Company will select the Purchase Price which will allow it to buy 2,000,000 Shares (or such lesser number of Shares as are validly tendered at prices not greater than $22.00 nor less than $18.00 per Share) pursuant to the Offer. All Shares validly tendered at prices at or below the Purchase Price will be purchased at the Purchase Price, net to the seller in cash, upon the terms and subject to the conditions of the Offer, including the proration terms hereof. THE OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING TENDERED. THE OFFER IS, HOWEVER, SUBJECT TO CERTAIN OTHER CONDITIONS. SEE SECTION 6. NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO ANY SHAREHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING SHARES. SHAREHOLDERS MUST MAKE THEIR OWN DECISIONS AS TO WHETHER TO TENDER SHARES AND, IF SO, HOW MANY SHARES TO TENDER AND AT WHAT PRICE OR PRICES TO TENDER SUCH SHARES. THE COMPANY HAS BEEN ADVISED THAT TWO OF ITS EXECUTIVE OFFICERS INTEND TO TENDER UP TO AN AGGREGATE OF 9,800 SHARES PURSUANT TO THE OFFER. Questions and requests for assistance or for additional copies of this Offer to Purchase, the Letter of Transmittal or the Notice of Guaranteed Delivery may be directed to the Information Agent at its address and telephone number set forth on the back cover of this Offer to Purchase. The Dealer Manager for the Offer is: [LOGO OF CIBC WORLD MARKETS] CIBC WORLD MARKETS CORP. One World Financial Center New York, NY 10281 (212) 667-7000 June 16, 1999 IMPORTANT Any shareholder desiring to tender all or any portion of such shareholder's Shares should either (1) complete and sign the Letter of Transmittal or a facsimile copy thereof in accordance with the instructions in the Letter of Transmittal, mail or deliver it and any other required documents to the Depositary, IBJ Whitehall Bank & Trust Company, and either mail or deliver the stock certificates for such Shares to the Depositary or follow the procedure for book-entry delivery set forth in Section 3, or (2) request a broker, dealer, commercial bank, trust company or other nominee to effect the transaction on the shareholder's behalf. A shareholder having Shares registered in the name of a broker, dealer, commercial bank, trust company or other nominee must contact that broker, dealer, commercial bank, trust company or other nominee if such shareholder desires to tender such Shares. Shareholders who desire to tender Shares and whose certificates for such Shares are not immediately available or who cannot comply with the procedure for book-entry transfer by the expiration of the Offer must tender such Shares by following the procedures for guaranteed delivery set forth in Section 3. SHAREHOLDERS MUST PROPERLY COMPLETE THE LETTER OF TRANSMITTAL, INCLUDING THE SECTION OF THE LETTER OF TRANSMITTAL RELATING TO THE PRICE AT WHICH THEY ARE TENDERING SHARES, IN ORDER TO EFFECT A VALID TENDER OF THEIR SHARES. NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION ON BEHALF OF THE COMPANY AS TO WHETHER SHAREHOLDERS SHOULD TENDER OR REFRAIN FROM TENDERING SHARES PURSUANT TO THE OFFER. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THE OFFER, OTHER THAN THOSE CONTAINED IN THIS OFFER TO PURCHASE OR IN THE LETTER OF TRANSMITTAL. IF GIVEN OR MADE, SUCH RECOMMENDATIONS, INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. ii SUMMARY This general summary is provided for the convenience of the Company's shareholders and is qualified in its entirety by reference to the full text and more specific details of this Offer to Purchase. Number of Shares to be Purchased.................. 2,000,000 Shares (or such lesser number of Shares as are validly tendered). Purchase Price.............. The Company will determine a single per Share net cash price, not greater than $22.00 nor less than $18.00 per Share, that it will pay for Shares validly tendered. All Shares acquired in the Offer will be acquired at the Purchase Price even if tendered below the Purchase Price. Each shareholder desiring to tender Shares must specify in the Letter of Transmittal the minimum price (not greater than $22.00 nor less than $18.00 per Share, in multiples of $0.25) at which such shareholder is willing to have Shares purchased by the Company. How to Tender Shares........ See Section 3. Call the Information Agent or consult your broker for assistance. Brokerage Commissions....... None. Stock Transfer Tax.......... None, if payment is made to the registered holder. Expiration and Proration Dates...................... Wednesday, July 14, 1999, at 11:59 p.m., New York City time, unless extended by the Company. Payment Date................ As soon as practicable after the Expiration Date (as defined in Section 1). Position of the Company and its Board of Directors..... Neither the Company nor its Board of Directors makes any recommendation to any shareholder as to whether to tender or refrain from tendering Shares. Withdrawal Rights........... Tendered Shares may be withdrawn at any time until 11:59 p.m., New York City time, on Wednesday, July 14, 1999, unless the Offer is extended by the Company, and after 11:59 p.m., New York City time, on Wednesday, August 11, 1999, if not purchased pursuant to the Offer by such time. See Section 4. Odd Lots.................... There will be no proration of Shares tendered by any shareholder who (1) beneficially owns less than 100 Shares in the aggregate as of June 11, 1999, (2) continues to beneficially own less than 100 Shares in the aggregate on the Expiration Date, (3) tenders all of such Shares at or below the Purchase Price prior to the Expiration Date and (4) checks the "Odd Lots" box in the Letter of Transmittal. iii THE COMPANY HAS NOT AUTHORIZED ANY PERSON TO MAKE ANY RECOMMENDATION ON BEHALF OF THE COMPANY AS TO WHETHER SHAREHOLDERS SHOULD TENDER OR REFRAIN FROM TENDERING SHARES PURSUANT TO THE OFFER. THE COMPANY HAS NOT AUTHORIZED ANY PERSON TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION IN CONNECTION WITH THE OFFER ON BEHALF OF THE COMPANY OTHER THAN THOSE CONTAINED IN THIS OFFER TO PURCHASE OR IN THE LETTER OF TRANSMITTAL. DO NOT RELY ON ANY SUCH RECOMMENDATION OR ANY SUCH INFORMATION OR REPRESENTATION, IF GIVEN OR MADE, AS HAVING BEEN AUTHORIZED BY THE COMPANY. iv TABLE OF CONTENTS
Section Page ------- ---- Summary................................................................ (iii) Introduction........................................................... 1 1. Number of Shares; Proration....................................... 2 2. Tenders by Holders of Fewer than 100 Shares....................... 3 3. Procedure for Tendering Shares.................................... 4 4. Withdrawal Rights................................................. 6 5. Purchase of Shares and Payment of Purchase Price.................. 7 6. Certain Conditions of the Offer................................... 8 7. Price Range of Shares; Dividends.................................. 9 8. Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares............................... 10 9. Background and Purpose of the Offer............................... 13 10. Certain Information About the Company............................. 14 11. Source and Amount of Funds........................................ 17 Effects of the Offer on the Market for Shares; Registration Under 12. the Exchange Act.................................................. 17 13. Certain Legal Matters; Regulatory Approvals....................... 18 14. Certain Federal Income Tax Consequences........................... 18 15. Extension of the Offer; Termination; Amendments................... 21 16. Fees and Expenses................................................. 22 17. Miscellaneous..................................................... 22
TO THE HOLDERS OF COMMON STOCK OF GBC BANCORP: Introduction The Company hereby invites its shareholders to tender Shares to the Company, upon the terms and subject to the conditions of the Offer, at prices, net to the seller in cash and not greater than $22.00 nor less than $18.00 per Share, specified by such shareholders. The Company will determine a single per Share Purchase Price (not greater than $22.00 nor less than $18.00 per Share) that it will pay for Shares validly tendered pursuant to the Offer, taking into account the number of Shares so tendered and the prices specified by tendering shareholders. The Company will select the Purchase Price which will allow it to buy 2,000,000 Shares (or such lesser number of Shares as are validly tendered at prices not greater than $22.00 nor less than $18.00 per Share) pursuant to the Offer. All Shares validly tendered at prices at or below the Purchase Price will be purchased at the Purchase Price, net to the seller in cash, upon the terms and subject to the conditions of the Offer, including the proration terms described below. THE OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING TENDERED. THE OFFER IS, HOWEVER, SUBJECT TO CERTAIN OTHER CONDITIONS. SEE SECTION 6. If more than 2,000,000 Shares (or such greater number of Shares as the Company may elect to purchase) are validly tendered before the Expiration Date (as defined in Section 1) at or below the Purchase Price, the Company will accept Shares for purchase first from all Odd Lot Owners (as defined in Section 2) who validly tender all of their Shares at or below the Purchase Price and then on a pro rata basis, if necessary, from all other shareholders who validly tender Shares at or below the Purchase Price. See Sections 1 and 2. The Company will return all Shares not purchased under the Offer, including Shares tendered and not withdrawn at prices greater than the Purchase Price and Shares not purchased because of proration. Tendering shareholders will not be obligated to pay brokerage fees or commissions, solicitation fees or, subject to Instruction 7 of the Letter of Transmittal, stock transfer taxes on the Company's purchase of Shares pursuant to the Offer. In addition, the Company will pay certain fees and expenses of CIBC World Markets Corp. (the "Dealer Manager"), IBJ Whitehall Bank & Trust Company (the "Depositary") and Morrow & Co., Inc. (the "Information Agent") in connection with the Offer. See Section 16. NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO ANY SHAREHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING SHARES. SHAREHOLDERS MUST MAKE THEIR OWN DECISIONS WHETHER TO TENDER SHARES AND, IF SO, HOW MANY SHARES TO TENDER AND AT WHAT PRICE OR PRICES TO TENDER SUCH SHARES. THE COMPANY HAS BEEN ADVISED THAT TWO OF ITS EXECUTIVE OFFICERS INTEND TO TENDER UP TO AN AGGREGATE OF 9,800 SHARES PURSUANT TO THE OFFER. The Company is making the offer to promote its long-term objectives of providing a fair financial return to its shareholders as well as providing those shareholders who desire to sell their Shares an opportunity to do so at a fair price. The Company believes that its purchase of Shares represents an attractive long-term investment that will benefit the Company and its remaining shareholders. See Section 9. After this Share repurchase is completed, the Company believes that it will continue to be "well-capitalized" under applicable regulations of the Board of Governors of the Federal Reserve System (the "Federal Reserve Board") and that it will have sufficient liquidity to operate its existing business. THE OFFER PROVIDES SHAREHOLDERS WHO ARE CONSIDERING A SALE OF ALL OR A PORTION OF THEIR SHARES WITH THE OPPORTUNITY TO DETERMINE THE PRICE OR PRICES (NOT GREATER THAN $22.00 NOR LESS THAN $18.00 PER SHARE) AT WHICH THEY ARE WILLING TO SELL THEIR SHARES AND, IF ANY SUCH SHARES ARE PURCHASED PURSUANT TO THE OFFER, TO SELL THOSE SHARES FOR CASH WITHOUT THE USUAL TRANSACTION COSTS ASSOCIATED WITH OPEN-MARKET SALES. IN ADDITION, THE OFFER MAY GIVE SHAREHOLDERS THE OPPORTUNITY TO SELL SHARES AT PRICES GREATER THAN MARKET PRICES PREVAILING PRIOR TO ANNOUNCEMENT OF THE OFFER. As of the close of trading on June 11, 1999, there were 12,821,198 Shares outstanding and 927,400 Shares issuable upon exercise of stock options which were exercisable within 60 days thereof under the Company's stock option plans. The 2,000,000 Shares that the Company is offering to purchase represent approximately 16% of the Shares outstanding as of June 11, 1999 and approximately 15% of the sum of the Shares then outstanding and all Shares issuable upon exercise of stock options which were exercisable within 60 days thereof. The Shares are traded on the Nasdaq National Market ("Nasdaq") under the symbol "GBCB." On June 10, 1999, the last trading day prior to the announcement of the Offer, the closing per Share sales price as reported on Nasdaq was $18.00. On June 15, 1999, the last full trading day prior to the commencement of the Offer, the closing per Share sales price as reported on Nasdaq was $19.875. THE COMPANY URGES SHAREHOLDERS TO OBTAIN CURRENT QUOTATIONS OF THE MARKET PRICE OF THE SHARES. 1. Number Of Shares; Proration. Upon the terms and subject to the conditions of the Offer, the Company will accept for payment and purchase 2,000,000 Shares or such lesser number of Shares as are validly tendered on or prior to the Expiration Date at a price (determined in the manner set forth below) not greater than $22.00 nor less than $18.00 per Share. THE TERM "EXPIRATION DATE" MEANS 11:59 P.M., NEW YORK CITY TIME, ON WEDNESDAY, JULY 14, 1999, UNLESS THE COMPANY, IN ITS SOLE DISCRETION, EXTENDS THE PERIOD OF TIME DURING WHICH THE OFFER IS OPEN, IN WHICH EVENT THE TERM "EXPIRATION DATE" SHALL REFER TO THE LATEST TIME AND DATE AT WHICH THE OFFER, AS SO EXTENDED BY THE COMPANY, EXPIRES. See Section 15 for a description of the Company's right to extend the time during which the Offer is open and to delay, terminate or amend the Offer. See also Section 6. Subject to Section 2, if the Offer is oversubscribed, Shares tendered at or below the Purchase Price prior to the Expiration Date will be subject to proration. The proration period also expires on the Expiration Date. The Company will, upon the terms and subject to the conditions of the Offer, determine the Purchase Price (not greater than $22.00 nor less than $18.00 per Share) that it will pay for Shares validly tendered pursuant to the Offer, taking into account the number of Shares so tendered and the prices specified by tendering shareholders. The Company will select a single per Share Purchase Price which will allow it to buy 2,000,000 Shares (or such lesser number as are validly tendered at prices not greater than $22.00 nor less than $18.00 per Share) pursuant to the Offer. The Company reserves the right, in its sole discretion, to purchase more than 2,000,000 Shares pursuant to the Offer. If (i) the Company increases or decreases the price to be paid for Shares or the amount of the Dealer Manager's soliciting fee, increases by 2% of the outstanding Shares the number of Shares being sought, or decreases the number of Shares being sought and (ii) the Offer is scheduled to expire less than ten business days from and including the date that notice of such increase or decrease is first published, sent or given in the manner specified in Section 15, then the Offer will be extended for ten business days from and including the date of such notice. For purposes of the Offer, a "business day" means any day other than a Saturday, Sunday or federal holiday and consists of the time period from 12:01 a.m. through 11:59 p.m., New York City time. In accordance with Instruction 5 of the Letter of Transmittal, each shareholder desiring to tender Shares must specify the price or prices (not greater than $22.00 nor less than $18.00 per Share) at which such shareholder is willing to have the Company purchase the shareholder's Shares. All Shares purchased pursuant to the Offer will be purchased at the Purchase Price. All Shares not purchased pursuant to the Offer, including Shares tendered at prices greater than the Purchase Price and Shares not purchased because of proration, will be 2 returned to the tendering shareholders at the Company's expense as promptly as practicable following the Expiration Date. Upon the terms and subject to the conditions of the Offer, if the number of Shares validly tendered prior to the Expiration Date is less than or equal to 2,000,000 Shares (or such greater number of Shares as the Company may elect to purchase pursuant to the Offer), the Company will purchase at the Purchase Price all Shares so tendered. Upon the terms and subject to the conditions of the Offer, in the event that prior to the Expiration Date more than 2,000,000 Shares (or such greater number of Shares as the Company elects to purchase) are validly tendered at or below the Purchase Price, the Company will accept Shares for purchase in the following order of priority: (a) first, all Shares validly tendered at or below the Purchase Price prior to the Expiration Date and not withdrawn by any Odd Lot Owner (as defined in Section 2) who: (1) tenders all Shares beneficially owned by such Odd Lot Owner at or below the Purchase Price (partial tenders will not qualify for this preference); and (2) completes the section captioned "Odd Lots" on the Letter of Transmittal and, if applicable, on the Notice of Guaranteed Delivery; and (b) then, after the purchase of all foregoing Shares, all other Shares validly tendered at or below the Purchase Price before the Expiration Date and not withdrawn on a pro rata basis, if necessary (with adjustments to avoid purchases of fractional shares). In the event that proration of tendered Shares is required, the Company will determine the final proration factor as promptly as practicable after the Expiration Date. Proration for each shareholder tendering Shares other than Odd Lot Owners shall be based on the ratio of the number of Shares tendered by such shareholder at or below the Purchase Price to the total number of Shares tendered by all shareholders at or below the Purchase Price other than Odd Lot Owners. Although the Company does not expect to be able to announce the final results of such proration until approximately seven Nasdaq trading days after the Expiration Date, the Company will announce preliminary results of proration by press release as promptly as practicable after the Expiration Date. Shareholders may obtain such preliminary information from the Dealer Manager or the Information Agent and may be able to obtain such information from their brokers or financial advisors. As described in Section 14, the number of Shares that the Company purchases from a shareholder, and the order in which they are purchased, may affect the federal income tax consequences of such purchase to the shareholder and therefore may be relevant to a shareholder's decision whether to tender Shares. The Letter of Transmittal affords each tendering shareholder the opportunity to designate the order of priority in which Shares tendered are to be purchased in the event of proration. 2. Tenders By Holders Of Fewer Than 100 Shares. The Company, upon the terms and subject to the conditions of the Offer, will accept for purchase, without proration, all Shares validly tendered on or prior to the Expiration Date at or below the Purchase Price by or on behalf of shareholders who beneficially owned as of the close of business on June 11, 1999, and continue to beneficially own as of the Expiration Date, an aggregate of fewer than 100 Shares ("Odd Lot Owners"). To avoid proration, however, an Odd Lot Owner must validly tender at or below the Purchase Price all Shares that such Odd Lot Owner beneficially owns; partial tenders will not qualify for this preference. This preference is not available to holders of 100 or more Shares, even if such holders have separate stock certificates for fewer than 100 Shares. Any Odd Lot Owner wishing to tender, free of proration, all Shares beneficially owned by such Odd Lot Owner must complete the section captioned "Odd Lots" in the Letter of Transmittal and, if applicable, on the Notice of Guaranteed Delivery. BY ACCEPTING THE OFFER, A SHAREHOLDER OWNING FEWER THAN 100 SHARES WOULD NOT ONLY AVOID THE PAYMENT OF BROKERAGE 3 COMMISSIONS BUT WOULD ALSO AVOID ANY APPLICABLE ODD LOT DISCOUNTS PAYABLE IN A SALE OF THE SHAREHOLDER'S SHARES. 3. Procedure for Tendering Shares. Proper Tender Of Shares. For Shares to be validly tendered pursuant to the Offer: (a) the certificates for such Shares (or confirmation of receipt of such Shares pursuant to the procedures for book-entry transfer set forth below), together with a properly completed and duly executed Letter of Transmittal (or facsimile thereof) with any required signature guarantees, and any other documents required by the Letter of Transmittal, must be received on or before the Expiration Date by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase; or (b) the tendering shareholder must comply with the guaranteed delivery procedure set forth below. AS SPECIFIED IN INSTRUCTION 5 OF THE LETTER OF TRANSMITTAL, EACH SHAREHOLDER DESIRING TO TENDER SHARES PURSUANT TO THE OFFER MUST PROPERLY INDICATE IN THE SECTION CAPTIONED "PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED" ON THE LETTER OF TRANSMITTAL THE PRICE (IN MULTIPLES OF $0.25) AT WHICH THE SHAREHOLDER'S SHARES ARE BEING TENDERED; PROVIDED, HOWEVER, THAT AN ODD LOT OWNER MAY CHECK THE BOX IN THE SECTION ENTITLED "ODD LOTS" INDICATING A TENDER OF ALL OF SUCH SHAREHOLDER'S SHARES AT THE PURCHASE PRICE. SHAREHOLDERS DESIRING TO TENDER SHARES AT MORE THAN ONE PRICE MUST COMPLETE SEPARATE LETTERS OF TRANSMITTAL FOR EACH PRICE AT WHICH SHARES ARE BEING TENDERED, EXCEPT THAT THE SAME SHARES CANNOT BE TENDERED (UNLESS PROPERLY WITHDRAWN PREVIOUSLY IN ACCORDANCE WITH THE TERMS OF THE OFFER) AT MORE THAN ONE PRICE. IN ORDER TO VALIDLY TENDER SHARES, ONE AND ONLY ONE PRICE BOX MUST BE CHECKED IN THE APPROPRIATE SECTION ON EACH LETTER OF TRANSMITTAL. In addition, Odd Lot Owners who tender all of their Shares must complete the section entitled "Odd Lots" in the Letter of Transmittal and, if applicable, on the Notice of Guaranteed Delivery in order to qualify for the preferential treatment available to Odd Lot Owners as set forth in Section 1. Signature Guarantees And Method Of Delivery. No signature guarantee is required on the Letter of Transmittal if (i) the Letter of Transmittal is signed by the registered holder of the Shares exactly as the name of the registered holder (which term, for purposes of this Section 3, includes any participant in The Depository Trust Company (the "Book-Entry Transfer Facility") whose name appears on a security position listing as the holder of the Shares) appears on the certificate tendered therewith, and payment and delivery are to be made directly to such registered holder, or (ii) Shares are tendered for the account of a member firm of a registered national securities exchange or the National Association of Securities Dealers, Inc. or by a commercial bank or trust company having an office, branch or agency in the United States which is a member of one of the Stock Transfer Association's approved medallion programs (such as the Securities Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion Program) (each such entity, an "Eligible Institution"). In all other cases, all signatures on the Letter of Transmittal must be guaranteed by an Eligible Institution. See Instruction 1 of the Letter of Transmittal. If a certificate representing Shares is registered in the name of a person other than the signer of a Letter of Transmittal, or if payment is to be made, or Shares not purchased or tendered are to be issued, to a person other than the registered holder, the certificate must be endorsed or accompanied by an appropriate stock power, in either case signed exactly as the name of the registered holder appears on the certificate, with the signature on the certificate or stock power guaranteed by an Eligible Institution. In all cases, payment for Shares tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of certificates for such Shares (or a timely confirmation of a book-entry transfer of such Shares into the Depositary's account 4 at the Book-Entry Transfer Facility), a properly completed and duly executed Letter of Transmittal (or facsimile thereof) with any required signature guarantees and any other documents required by the Letter of Transmittal. THE METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING STOCK CERTIFICATES, THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, IS AT THE ELECTION AND RISK OF THE TENDERING SHAREHOLDER. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE TIMELY DELIVERY. Federal Income Tax Backup Withholding. To prevent federal income tax backup withholding equal to 31% of the gross payments made pursuant to the Offer, each shareholder who does not otherwise establish an exemption from such withholding must notify the Depositary of such shareholder's correct taxpayer identification number (or certify that such taxpayer is awaiting a taxpayer identification number) and provide certain other information by completing a Substitute Form W-9 (included in the Letter of Transmittal). Foreign shareholders may be required to submit Form W-8, certifying non-United States status, in order to avoid backup withholding. See Instructions 12 and 13 of the Letter of Transmittal. EACH SHAREHOLDER SHOULD CONSULT SUCH SHAREHOLDER'S TAX ADVISOR AS TO WHETHER SUCH SHAREHOLDER IS SUBJECT TO OR EXEMPT FROM FEDERAL INCOME TAX WITHHOLDING. For a discussion of certain other federal income tax consequences to tendering shareholders, see Section 14. Book-Entry Delivery. The Depositary will establish an account with respect to the Shares at the Book-Entry Transfer Facility for purposes of the Offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in the Book-Entry Transfer Facility's system may make book-entry delivery of the Shares by causing such facility to transfer such Shares into the Depositary's account in accordance with such facility's procedure for such transfer. Even though delivery of Shares may be effected through book-entry transfer into the Depositary's account at the Book-Entry Transfer Facility, a properly completed and duly executed Letter of Transmittal (or facsimile thereof), with any required signature guarantees and other required documents must, in any case, be transmitted to and received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior to the Expiration Date, or the guaranteed delivery procedure set forth below must be followed. DELIVERY OF THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY. Guaranteed Delivery. If a shareholder desires to tender Shares pursuant to the Offer and such shareholder's certificates are not immediately available (or the procedures for book-entry transfer cannot be completed on a timely basis) or time will not permit all required documents to reach the Depositary by the Expiration Date, such Shares may nevertheless be tendered, provided that all of the following conditions are satisfied: (a) such tender is made by or through an Eligible Institution; (b) the Depositary receives (by hand, mail, facsimile or telegram), on or prior to the Expiration Date, a properly completed and duly executed Notice of Guaranteed Delivery substantially in the form the Company has provided with this Offer to Purchase (indicating the price at which the Shares are being tendered), which includes a guarantee by an Eligible Institution in the form set forth in such Notice of Guaranteed Delivery; and (c) the certificates for all tendered Shares in proper form for transfer (or confirmation of book-entry transfer of such Shares into the Depositary's account at the Book-Entry Transfer Facility), together with a properly completed and duly executed Letter of Transmittal (or facsimile thereof) and any other documents 5 required by the Letter of Transmittal, are received by the Depositary within three Nasdaq trading days after the date the Depositary receives such Notice of Guaranteed Delivery. Determination of Validity; Rejection of Shares; Waiver of Defects; No Obligation to Give Notice of Defects. All questions as to the number of Shares to be accepted, the price to be paid therefor, the form of documents, the terms of the Offer and the validity, form, eligibility (including the time of receipt) and acceptance for payment of any tender of Shares will be determined by the Company, in its sole discretion, which determination shall be final and binding on all parties. The Company reserves the absolute right to reject any or all tenders it determines not to be in proper form or the acceptance of or payment for which may in the opinion of the Company's counsel be unlawful. The Company also reserves the absolute right to waive any of the conditions of the Offer or any defect or irregularity in the tender of any particular Shares. No tender of Shares will be deemed to be validly made until all defects and irregularities have been cured or waived. Unless waived, any defects or irregularities in connection with tenders must be cured within such time as the Company determines. None of the Company, the Dealer Manager, the Depositary, the Information Agent or any other person is or will be obligated to give notice of any defects or irregularities in tenders, and none of them will incur any liability for failure to give such notice. Tender Constitutes an Agreement. The Company's acceptance for payment of Shares tendered pursuant to the Offer will constitute a binding agreement between the tendering shareholder and the Company upon the terms and subject to the conditions of the Offer. It is a violation of Rule 14e-4 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), for a person (directly or indirectly) to tender Shares for his own account unless, at the time of tender and at the end of the proration period (including any extension thereof), the person so tendering (i) has a net long position equal to or greater than the amount of (x) Shares tendered or (y) other securities immediately convertible into, exercisable for, or exchangeable for the amount of Shares tendered and will acquire such Shares for tender by conversion, exercise or exchange of such other securities and (ii) will cause such Shares to be delivered in accordance with the terms of the Offer. Rule 14e-4 provides a similar restriction applicable to the tender or guarantee of a tender on behalf of another person. The tender of Shares pursuant to any one of the procedures described above will constitute the tendering shareholder's acceptance of the terms and conditions of the Offer as well as the tendering shareholder's representation and warranty that (i) such shareholder has a net long position in the Shares being tendered within the meaning of Rule 14e-4 and (ii) the tender of such Shares complies with Rule 14e-4. 4. Withdrawal Rights. Except as otherwise provided in this Section 4, the tender of Shares pursuant to the Offer is irrevocable. Shares tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless theretofore accepted for payment by the Company, may also be withdrawn after 11:59 p.m., New York City time, on Wednesday, August 11, 1999. For a withdrawal to be effective, the Depositary must timely receive (at one of its addresses set forth on the back cover of this Offer to Purchase) a written notice of withdrawal. Such notice of withdrawal must specify the name of the person who tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name of the registered holder, if different from that of the person who tendered such Shares. If the certificates have been delivered or otherwise identified to the Depositary, then, prior to the release of such certificates, the tendering shareholder must also submit the serial numbers shown on the particular certificates evidencing the Shares to be withdrawn and the signature on the notice of withdrawal must be guaranteed by an Eligible Institution (except in the case of Shares tendered by an Eligible Institution). All questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined by the Company, in its sole discretion, which determination shall be final and binding on all parties. None of the Company, the Dealer Manager, the Depositary, the Information Agent or any other person is or will be obligated to give any notice of 6 any defects or irregularities in any notice of withdrawal, and none of them will incur any liability for failure to give such notice. Any Shares properly withdrawn will thereafter be deemed not validly tendered for purposes of the Offer. Withdrawn Shares may, however, be retendered by the Expiration Date by again following any of the procedures described in Section 3. If the Company extends the Offer, is delayed in its purchase of Shares or is unable to purchase Shares pursuant to the Offer for any reason, then, without prejudice to the Company's rights under the Offer, the Depositary may, subject to applicable law, retain on behalf of the Company all tendered Shares, and the Shares may not be withdrawn except to the extent tendering shareholders are entitled to withdrawal rights as described in this Section 4. 5. Purchase of Shares and Payment of Purchase Price. Upon the terms and subject to the conditions of the Offer, the Company will determine the Purchase Price it will pay for validly tendered Shares, taking into account the number of Shares tendered and the prices specified by tendering shareholders, and will accept for payment (and thereby purchase) as soon as practicable after the Expiration Date Shares validly tendered at or below the Purchase Price. For purposes of the Offer, the Company will be deemed to have accepted for payment (and therefore purchased), subject to proration, Shares which are tendered at or below the Purchase Price and not withdrawn when, as and if it gives oral or written notice to the Depositary of its acceptance of such Shares for payment pursuant to the Offer. Upon the terms and subject to the conditions of the Offer (including proration), the Company will purchase and pay a single per Share Purchase Price for 2,000,000 Shares (subject to increase or decrease as provided in Section 1 and Section 15) or such lesser number of Shares as are validly tendered at prices not greater than $22.00 nor less than $18.00 per Share, as promptly as practicable after the Expiration Date. No alternative, conditional or contingent tenders will be accepted, and no fractional Shares will be purchased. Payment for Shares purchased pursuant to the Offer will be made by depositing the aggregate Purchase Price therefor with the Depositary, which will act as agent for tendering shareholders solely for the purpose of receiving payment from the Company and transmitting payment to the tendering shareholders. In the event of proration, the Company will determine the proration factor and pay for those tendered Shares accepted for payment as soon as practicable after the Expiration Date; however, the Company does not expect to be able to announce the final results of any such proration until approximately seven Nasdaq trading days after the Expiration Date. Certificates for all Shares not purchased, including all Shares tendered at prices greater than the Purchase Price and Shares not purchased due to proration, will be returned (or, in the case of Shares tendered by book-entry transfer, such Shares will be credited to the account maintained with the Book-Entry Transfer Facility by the participant therein who so delivered such Shares) as soon as practicable after the Expiration Date or termination of the Offer without expense to the tendering shareholder. Under no circumstances will the Company pay interest on the Purchase Price. In addition, if certain events occur, the Company may not be obligated to purchase Shares pursuant to the Offer. See Section 6. The Company will pay all stock transfer taxes, if any, payable on the transfer to it of Shares purchased pursuant to the Offer; provided, however, that (i) if payment of the Purchase Price is to be made to or (ii) (in the circumstances permitted by the Offer) if unpurchased Shares are to be registered in the name of, any person other than the registered holder, or if tendered certificates are registered in the name of any person other than the person signing the Letter of Transmittal, the amount of all stock transfer taxes, if any (whether imposed on the registered holder or such other person), payable on account of the transfer to such person will be deducted from the Purchase Price unless evidence satisfactory to the Company of the payment of such taxes or exemption therefrom is submitted. See Instruction 7 of the Letter of Transmittal. 7 THE COMPANY MAY BE REQUIRED TO WITHHOLD AND REMIT TO THE INTERNAL REVENUE SERVICE (THE "IRS") 31% OF THE GROSS PROCEEDS PAID TO ANY TENDERING SHAREHOLDER OR OTHER PAYEE WHO FAILS TO COMPLETE FULLY AND SIGN THE SUBSTITUTE FORM W-9 INCLUDED IN THE LETTER OF TRANSMITTAL. SEE SECTION 3. 6. Certain Conditions of the Offer. Notwithstanding any other provision of the Offer, the Company shall not be required to accept for payment, purchase or pay for any Shares tendered, and may terminate or amend the Offer or may postpone the acceptance for payment of, the purchase of and the payment for any Shares tendered, if at any time on or after June 11, 1999, and at or before the time of purchase of any such Shares, any of the following events shall have occurred (or shall have been determined by the Company to have occurred) which, in the Company's sole judgment in any such case and regardless of the circumstances (including any action or inaction by the Company), makes it inadvisable to proceed with the Offer or with such purchase or payment: (a) there shall have been threatened, instituted or pending any action or proceeding by any government or governmental, regulatory or administrative agency, authority or tribunal or any other person, domestic or foreign, or before any court or governmental, regulatory or administrative authority, agency or tribunal, domestic or foreign, which: (1) challenges, seeks to make illegal, delays or otherwise, directly or indirectly, restrains or prohibits the making of the Offer, the acquisition of Shares pursuant to the Offer or otherwise relates in any manner to or affects the Offer or (2) in the Company's sole judgment, could materially affect the business, condition (financial or other), income, operations or prospects of the Company and its subsidiaries, taken as a whole, or otherwise materially impair in any way the contemplated future conduct of the business of the Company or any of its subsidiaries or materially impair the Offer's contemplated benefits to the Company; or (b) there shall have been any action threatened, instituted, pending or taken, or approval withheld, or any statute, rule, regulation, judgment, order or injunction threatened, proposed, sought, promulgated, enacted, entered, amended, enforced or deemed to be applicable to the Offer or the Company or any of its subsidiaries by any court or any government or governmental, regulatory or administrative authority, agency or tribunal, domestic or foreign, which, in the Company's sole judgment, would or might directly or indirectly: (1) challenge, seek to make illegal, delay or otherwise, directly or indirectly, restrain or prohibit the making of the Offer, the acquisition of Shares pursuant to the Offer or otherwise relate in any manner to or affect the Offer or (2) materially affect the business, condition (financial or other), income, operations or prospects of the Company and its subsidiaries, taken as a whole, or otherwise materially impair in any way the contemplated future conduct of the business of the Company or any of its subsidiaries or materially impair the Offer's contemplated benefits to the Company; or (c) there shall have occurred: (1) the declaration of any banking moratorium or suspension of payments in respect of banks in the United States, (2) any general suspension of trading in, or limitation on prices for, securities on any United States national securities exchange or in the over-the-counter market, (3) the commencement of a war, armed hostilities or any other national or international crisis directly or indirectly involving the United States, (4) any limitation (whether or not mandatory) by any governmental, regulatory or administrative agency or authority on, or any event which, in the Company's sole judgment, might affect, the extension of credit by banks or other lending institutions in the United States, (5) any significant decrease in the market price of the Shares or in the general level of market prices of equity securities in the United States or abroad, (6) any change in the general political, market, economic or financial conditions in the United States or abroad that could have a material adverse effect on the Company's business, operations or prospects or the trading in the Shares or that, in the sole judgment of the Company, makes it inadvisable to proceed with the Offer or (7) in the case of any of the foregoing existing at the time of the commencement of the Offer, in the Company's sole judgment, a material acceleration or worsening thereof; or (d) any change shall have occurred, be pending or be threatened in the business, condition (financial or other), income, operations, Share ownership or prospects of the Company and its subsidiaries, taken as a 8 whole, which, in the Company's sole judgment, is or may be material to the Company, or any other event shall have occurred which, in the Company's sole judgment, may impair the Offer's contemplated benefits to the Company; or (e) a tender or exchange offer for any or all of the Shares (other than the Offer), or any merger, business combination or other similar transaction with or involving the Company or any subsidiary, shall have been proposed, announced or made by any person; or (f) (1) any entity, "group" (as that term is used in Section 13(d)(3) of the Exchange Act) or person shall have acquired or proposed to acquire beneficial ownership of more than 5% of the outstanding Shares (other than any such person, entity or group who has filed a Schedule 13D or Schedule 13G with the Securities and Exchange Commission (the "Commission") before June 11, 1999), (2) any such entity, group or person who has filed a Schedule 13D or Schedule 13G with the Commission before June 11, 1999 shall have acquired or proposed to acquire beneficial ownership of an additional 2% or more of the outstanding Shares or (3) any person, entity or group shall have made a public announcement reflecting an intent to acquire the Company or any of its subsidiaries or any of their respective assets or securities. The foregoing conditions are for the Company's sole benefit and may be asserted by the Company regardless of the circumstances giving rise to any such condition (including any action or inaction by the Company) or may be waived by the Company in whole or in part. The Company's failure at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right, and each such right shall be deemed an ongoing right which may be asserted at any time and from time to time. Any determination by the Company concerning the events described in this Section 6 shall be final and binding on all parties. 7. Price Range of Shares; Dividends. The Shares are traded on Nasdaq under the symbol "GBCB." The following table sets forth for the calendar periods indicated the high and low per Share sales prices on Nasdaq as reported in published financial sources. Where applicable, the high and low prices and cash dividend per share figures have been adjusted to reflect the 2-for-1 stock split effected by the Company on April 30, 1998.
Cash Dividend High Low Per Share ------ ------ --------- 1997 1st Quarter ....................................... $18.07 $13.63 $0.060 2nd Quarter ....................................... 20.50 15.38 0.060 3rd Quarter ....................................... 24.50 20.50 0.060 4th Quarter........................................ 31.88 24.94 0.060 1998 1st Quarter........................................ $33.50 $26.50 $0.075 2nd Quarter........................................ 33.06 24.75 0.075 3rd Quarter........................................ 26.38 19.00 0.075 4th Quarter........................................ 29.06 20.25 0.075 1999 1st Quarter ....................................... $25.88 $12.88 $0.075 2nd Quarter (through June 10)...................... 18.50 14.94 0.075
On June 10, 1999, the last trading day prior to the announcement of the Offer, the closing per Share sales price as reported on Nasdaq was $18.00. On June 15, 1999, the last full trading day prior to the commencement of the Offer, the closing per Share sales price as reported on Nasdaq was $19.875. THE COMPANY URGES SHAREHOLDERS TO OBTAIN CURRENT QUOTATIONS OF THE MARKET PRICE OF THE SHARES. 9 8. Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares. As of June 11, 1999, the Company had issued and outstanding 12,821,198 Shares and had 927,400 Shares reserved for issuance upon exercise of currently exercisable options. The 2,000,000 Shares that the Company is offering to purchase represent approximately 16% of the Shares outstanding as of June 11, 1999 and approximately 15% of the sum of the Shares then outstanding and all Shares issuable upon exercise of stock options exercisable within 60 days thereof. As of June 11, 1999, the Company's directors and executive officers as a group beneficially owned (including Shares issuable upon the exercise of options exercisable within 60 days) an aggregate of 4,106,897 Shares (approximately 30% of the outstanding Shares, including 797,400 Shares issuable upon the exercise of options exercisable within 60 days). If the Company purchases 2,000,000 Shares (or approximately 16% of the Shares outstanding at June 11, 1999) pursuant to the Offer, and the two executive officers who intend to tender up to an aggregate of 9,800 Shares tender all of such Shares pursuant to the Offer, then after the purchase of Shares pursuant to the Offer, the Company's executive officers and directors as a group would beneficially own approximately 35% of the outstanding Shares, including Shares issuable upon the exercise of options exercisable within 60 days. On September 17, 1998, the Board of Directors authorized a stock repurchase program of up to 1.4 million Shares. As of May 5, 1999, the Company had purchased the entire authorized amount of such Shares in open-market transactions effected through brokers and dealers in accordance with Rule 10b- 18 under the Exchange Act. The amounts, dates and prices of all repurchases under this program are set forth on Exhibit A hereto. Other than as set forth in the table below, based upon the Company's records and upon information provided to the Company by its directors, executive officers and affiliates, neither the Company nor any of its subsidiaries nor, to the best of the Company's knowledge, any of the directors or executive officers of the Company or its subsidiaries, nor any associates or affiliates of any of the foregoing, has effected any other transactions in the Shares since April 21, 1999. The following table sets forth the details regarding certain open-market transactions effected through brokers and/or dealers by the listed directors since April 21, 1999:
Price # of per Name Date Shares Share ---- ------- ------ -------- Chien-Te Wu........................................ 4/21/99 7,500 $17.5000 4/26/99 1,000 $17.5000 4/27/99 4,800 $17.6250 4/30/99 7,200 $17.6250 5/3/99 1,000 $17.6250 Dr. Thomas Chiu.................................... 4/28/99 1,400 $17.5000 5/3/99 11,600 $17.5000 5/3/99 7,000 $17.3750
Executive officers and directors of the Company may participate in the Offer on the same basis as the Company's other shareholders. THE COMPANY HAS BEEN ADVISED THAT TWO OF ITS EXECUTIVE OFFICERS INTEND TO TENDER UP TO AN AGGREGATE OF 9,800 SHARES PURSUANT TO THE OFFER. Domenic Massei, Executive Vice President of Operations Administration of the Bank (as defined in Section 10), beneficially owns 10,736 Shares (including 8,800 Shares issuable upon exercise of outstanding options) (which represents less than 1% of the outstanding Shares as of June 11, 1999) and has indicated an intent to tender 8,800 Shares. If all such Shares are tendered, and assuming 2,000,000 Shares are purchased pursuant to the Offer (without consideration of proration), Domenic Massei would beneficially own 1,936 Shares after the Offer (which would represent less than 1% of the then outstanding Shares). Ming Lin Chen, Senior Vice President and Manager of International Banking for the Company, beneficially owns 10,532 Shares 10 (including 6,800 Shares issuable upon exercise of outstanding options) (which represents less than 1% of the outstanding Shares as of June 11, 1999) and has indicated an intent to tender 1,000 Shares. If all such Shares are tendered, and assuming 2,000,000 Shares are purchased pursuant to the Offer (without consideration of proration), Ming Lin Chen would beneficially own 9,532 Shares after the Offer (which would represent less than 1% of the then outstanding Shares). The number of Shares which each executive officer has indicated an intention to tender is based on the present intention of such individual, and such individual reserves the right to tender all or any portion of the Shares beneficially owned by such individual. Other than these individuals, the Company has been advised that no other executive officers or directors intend to tender Shares. Except for outstanding options to purchase Shares granted to certain employees (including executive officers) of the Company, and except as otherwise described herein, neither the Company nor, to the best of the Company's knowledge, any of its affiliates, directors or executive officers, or any of the executive officers or directors of its affiliates, is a party to any contract, arrangement, understanding or relationship with any other person relating, directly or indirectly, to the Offer with respect to any securities of the Company (including, but not limited to, any contract, arrangement, understanding or relationship concerning the transfer or the voting of any such securities, joint ventures, loan or option arrangements, puts or calls, guaranties of loans, guaranties against loss or the giving or withholding of proxies, consents or authorizations). Employment Agreement with Mr. Wu. The Company and the Bank have entered into an employment agreement with Mr. Li-Pei Wu, the Chairman and Chief Executive Officer of the Company (the "Employment Agreement"). The Employment Agreement has a term of five (5) years, commencing on January 1, 1998 and ending on December 31, 2002. Pursuant to options granted to Mr. Wu prior to entering into the Employment Agreement (the "Prior Options"), Mr. Wu has the vested right to purchase 476,000 Shares at a price of $6.59 per Share. The Prior Options will expire on the earlier of December 19, 2001 or three months after the termination of Mr. Wu's employment with the Company. However, in the event of Mr. Wu's death during such three-month period or while still employed, the Prior Options will expire one year after his death, and in the case of termination by reason of disability, the Prior Options will expire within one year after such termination. The Employment Agreement provides that if Mr. Wu remains employed by the Company on December 19, 2001, he will be granted a new non-qualified stock option to purchase (i) the aggregate amount of Shares underlying the unexercised portion of his December 19, 1991 nonqualified stock option and/or (ii) the amount of Shares previously acquired by him upon exercise of that option and still held by him as of December 31, 2000. The number of Shares subject to this new option will be equitably adjusted in the event of any change to Shares occurring as a result of any stock split, stock dividend, reorganization or similar transaction. The exercise price under this new option will be the fair market value of the Shares on December 19, 2001. The new option will vest immediately and will be exercisable until December 31, 2007. However, if Mr. Wu's employment with the Company terminates prior to December 31, 2002, the option will expire three months from such termination date, and, if Mr. Wu dies or becomes disabled, the option will expire on the earlier of one year from his death or disability or December 31, 2007. The Employment Agreement also provides for annual incentive compensation awards payable to Mr. Wu by the Company and each of its subsidiaries, other than the Bank (as defined in Section 10) (each an "Incentive Award"). The Incentive Award payable by each entity is the aggregate of: (i) three percent (3%) of any amount by which the entity's tax equivalent income before taxes exceeds ten percent (10%) of the net equity of the entity at the beginning of that fiscal year but does not exceed fifteen percent (15%) of such net equity and (ii) four percent (4%) of any amount by which such income exceeds fifteen percent (15%) of such net equity. Aggregate Incentive Awards payable to Mr. Wu may not exceed: (i) $1,500,000 for fiscal year 2000; (ii) $400,000 for fiscal year 2001; and (iii) $400,000 for fiscal year 2002. The Employment Agreement provides that, commencing with fiscal year 1999, Mr. Wu may elect to receive up to one-half ( 1/2) of his Incentive Awards for any fiscal year in an equivalent value of Shares (determined as of 11 such election date). If Mr. Wu makes this election, he will be awarded an additional, vested right to receive two years later an aggregate amount of Shares equivalent to (i) fifty percent (50%) of the cash value of the portion of the Incentive Awards for which he elected to receive Shares plus (ii) the value of dividends that would have been paid during the two (2)-year deferral period had such Shares actually been granted to him on the date of his election. The number of Shares subject to this additional, vested award may be equitably adjusted as described above. The Employment Agreement further provides that during the first three (3) years of the employment term, the Company will grant to Mr. Wu a vested, deferred right to receive one additional Share for every twenty (20) Shares acquired by him through exercise of his non-qualified stock option, or acquired by reason of his election to receive up to one-half ( 1/2) of his Incentive Awards for any fiscal year in Shares, excluding Shares which Mr. Wu has a vested, deferred right to receive, and/or vested option Shares (even though not exercised) under his non-qualified stock option that are held during the full term of the relevant fiscal year. Under this provision, Mr. Wu was granted in 1998 a vested, deferred right to receive 23,800 Shares. Aggregate Shares received under this provision by Mr. Wu may not exceed 100,000, subject to equitable adjustment as described above. These additional Shares will be distributed to Mr. Wu five years after they are awarded to him (together with additional Shares equivalent in value to the dividends that would have been paid on the additional Shares during the deferral period). In the event that Mr. Wu fails to comply with a five-year noncompetition provision contained in the Employment Agreement, as of the date of such failure to comply, the new stock option granted to Mr. Wu on December 19, 2001, to the extent not yet exercised, or Mr. Wu's right to receive such option if not yet granted, will expire or terminate. Under a stock option granted to Mr. Wu prior to entering into the Employment Agreement, in the event of (i) any merger, consolidation or acquisition of the Company or the Bank, whereby the Company or the Bank is not the surviving entity, (ii) the acquisition by another entity of more than fifty percent (50%) of the outstanding common stock of the Bank or the Company or (iii) cessation of the existence of the Bank or the Company pursuant to a similar transaction (each a "Triggering Event"), Mr. Wu will, if he is still employed by the Company, have the right to purchase 242,000 Shares at $1.86 per share. This option will become exercisable upon the execution of an agreement or upon application to any regulatory authority for approval of or consent to the Triggering Event. The option will remain exercisable in whole or in part until 45 days after consummation of the Triggering Event. If the Triggering Event is not consummated, the option will become unexercisable until the occurrence of a future Triggering Event. In addition, certain employees of the Bank were granted contingency stock options to purchase Shares upon the occurrence of a "triggering event." The term "triggering event" for this purpose means the execution of an agreement for, or application for regulatory approval of, any of (i) a sale of substantially all of the assets of the Company or the Bank, (ii) the merger, consolidation or acquisition of the Company or the Bank, whereby the Company or the Bank is not the surviving entity, (iii) acquisition by a person or group of up to fifty percent (50%) of the outstanding common stock of the Company or the Bank or (iv) cessation of existence of the Company or the Bank pursuant to any such transaction or similar transaction. This option may be exercised by the employee at any time after the occurrence of the triggering event and until 45 days after the date the triggering event is consummated. In the event an employee's employment by the Bank is terminated, this stock option will also terminate. Except as disclosed in this Offer, the Company has no plans or proposals which relate to or would result in (a) the acquisition by any person of additional securities of the Company or the disposition of securities of the Company; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (d) any change in the present Board of Directors or management of the Company; (e) any material change in the present dividend rate or policy, indebtedness or capitalization of the Company; (f) any other material change in the Company's corporate structure or business; (g) any change in the Company's 12 Articles of Incorporation or Bylaws, or any actions which may impede the acquisition of control of the Company by any person; (h) a class of equity security of the Company being delisted from a national securities exchange or ceasing to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or (j) the suspension of the Company's obligation to file reports pursuant to Section 15(d) of the Exchange Act. 9. Background and Purpose of the Offer. The Company believes that the repurchase of Company common stock is consistent with the Company's long-term goal of increasing shareholder value. In recent months, valuations of the shares of "small-cap" companies (under $1 billion of market capitalization), such as the Company, have been weaker than those of larger companies. In addition, the Shares have been trading at levels below those of shares of the Company's peers. Therefore, the Board of Directors concluded that the Shares are undervalued relative to the equity markets generally and to shares of the Company's peers in particular. In addition, the Board of Directors believes that the Company is over- capitalized, which reduces the return on equity to shareholders. The Company believes that after completion of this Share repurchase, it will continue to be "well-capitalized" under applicable regulations of the Federal Reserve Board and will have sufficient liquidity to operate its existing business. Based on the foregoing, the Board of Directors decided that it would be in the best interests of the Company to make the Offer and to consummate the repurchase of Shares in accordance with the terms of the Offer. The Offer provides shareholders who are considering a sale of all or a portion of their Shares the opportunity to determine the price or prices (not greater than $22.00 nor less than $18.00 per Share) at which they are willing to sell their Shares and, if any such Shares are purchased pursuant to the Offer, to sell those Shares for cash without the usual transaction costs associated with open-market sales. The Offer also allows shareholders to sell a portion of their Shares while retaining a continuing equity interest in the Company if they so desire. ANY SHAREHOLDERS OWNING AN AGGREGATE OF LESS THAN 100 SHARES WHOSE SHARES ARE PURCHASED PURSUANT TO THE OFFER NOT ONLY WILL AVOID ANY PAYMENT OF BROKERAGE COMMISSIONS, BUT ALSO WILL AVOID ANY APPLICABLE ODD LOT DISCOUNTS PAYABLE ON SALES OF ODD LOTS. In addition, the Offer may give shareholders the opportunity to sell Shares at prices greater than market prices prevailing prior to commencement of the Offer. To the extent the purchase of Shares in the Offer results in a reduction in the number of shareholders of record, the costs incurred by the Company for services to shareholders may be reduced. NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO ANY SHAREHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING ANY OR ALL OF SUCH SHAREHOLDER'S SHARES AND HAS NOT AUTHORIZED ANY PERSON TO MAKE ANY SUCH RECOMMENDATION. SHAREHOLDERS ARE URGED TO EVALUATE CAREFULLY ALL INFORMATION IN THE OFFER, CONSULT THEIR OWN INVESTMENT AND TAX ADVISORS AND MAKE THEIR OWN DECISIONS WHETHER TO TENDER SHARES AND, IF SO, HOW MANY SHARES TO TENDER AND THE PRICE OR PRICES AT WHICH SHARES SHOULD BE TENDERED. Any Shares which the Company acquires pursuant to the Offer will become authorized but unissued shares and will be available for the Company to re- issue without further shareholder action (except as required by applicable law or the rules of any securities exchange or over-the-counter market, including Nasdaq, on which the Shares are listed). Such Shares could be issued without shareholder approval for such purposes as, among others, the acquisition of other businesses, the raising of additional capital for use in the Company's business, the distribution of stock dividends and the implementation of employee benefit plans. 13 10. Certain Information About the Company. The Company, a California corporation incorporated in 1980, is a registered bank holding company under the Bank Holding Company Act of 1956, as amended. The Company owns all of the outstanding stock of its wholly-owned subsidiary General Bank (the "Bank"), a California state-chartered bank which commenced operations in March 1980. The Company functions primarily as a holding company for the Bank. The Bank is a community bank that serves individuals and small to medium-sized businesses through sixteen branch offices located in the following greater Los Angeles, San Diego and Silicon Valley urban centers: downtown Los Angeles, Monterey Park, Torrance, Artesia, Alhambra, City of Industry, Irvine, San Diego, Arcadia, Diamond Bar, Northridge, Orange, Cupertino, San Mateo, Fremont and San Jose. In addition, the Bank has an operations center in Rosemead and loan production offices in Bellevue, Washington and New York City. The Bank offers a variety of banking services to its customers, including accepting checking, savings and time deposits; making secured and unsecured loans; offering traveler's checks, safe deposit boxes, credit cards and other fee-based services; and providing international trade-related services. The Bank's primary emphasis is on commercial and real estate lending, real estate construction lending, and, to a lesser extent, Small Business Administration lending. The Bank maintains an International Banking Division, which facilitates international trade by providing financing, letter of credit services and collections, as well as other international trade-related banking services. The Company's principal executive offices are located at 800 West 6th Street, Los Angeles, California 90017, and the Company's telephone number is (213) 972-4117. 14 SUMMARY HISTORICAL FINANCIAL INFORMATION The table below includes summary historical financial information of the Company. The summary financial information has been derived from the audited consolidated financial statements as reported in the Company's annual report on Form 10-K for the year ended December 31, 1998 and the unaudited consolidated financial statements as reported in the Company's quarterly report on Form 10-Q for the first quarter ended March 31, 1999. In the opinion of management, the unaudited financial statements for the quarters ended March 31, 1999 and 1998 reflect all adjustments necessary for a fair statement of the results of operations for the interim periods. However, the results of operations for any interim period are not necessarily indicative of results for the full year. The summary historical financial information should be read in conjunction with, and is qualified in its entirety by reference to, the consolidated financial statements and related notes included in the reports referred to above. Copies of these reports may be obtained from the Commission and Nasdaq in the manner specified in "Additional Information" below. GBC BANCORP SUMMARY HISTORICAL FINANCIAL INFORMATION (dollars in thousands, except per share data)
Three Months Ended Year Ended March 31, December 31, --------------------- --------------------- 1999 1998 1998 1997 ---------- ---------- ---------- ---------- Income Statement Data Net Interest Income......... $ 17,727 $ 15,969 $ 68,973 $ 61,473 Provision for Credit Losses..................... 1,500 -- 1,500 1,000 Non-Interest Income......... 1,852 1,773 7,863 6,639 Non-Interest Expense........ 7,595 7,304 30,430 26,373 Net Income.................. 6,565 6,631 28,142 25,946 Balance Sheet Data, at Period End Assets...................... $1,660,304 $1,571,537 $1,680,824 $1,509,437 Loans and Leases, Net....... 798,405 652,241 763,650 617,605 Securities Available for Sale....................... 747,551 619,262 724,172 643,660 Securities Held to Maturity................... 6,014 94,342 24,616 58,045 Deposits.................... 1,374,224 1,352,172 1,380,903 1,291,832 Shareholders' Equity........ 159,484 154,355 163,030 146,323 Per Share Data Earnings--Basic............. $ 0.48 $ 0.47(1) $ 2.00 $ 1.90(1) Earnings--Diluted........... 0.47 0.46(1) 1.96 1.84(1) Cash Dividends Declared..... 0.075 0.075(1) 0.30 0.24(1) Period End Book Value....... $ 11.97 $ 10.92(1) $ 11.89 $ 10.46(1) Average Shares Outstanding-- Basic (in 000's)........... 13,558 14,082(1) 14,049 13,733(1) Average Shares Outstanding-- Diluted (in 000's)......... 13,827 14,405(1) 14,345 14,134(1) Selected Financial Ratios Ratio of Earnings to Fixed Charges, Excluding Interest on Deposits................ 6.01x 7.86x 8.07x 9.13x Ratio of Earnings to Fixed Charges, Including Interest on Deposits................ 1.71x 1.69x 1.72x 1.75x
- -------- (1) Restated for 2:1 stock split effected by the Company on April 30, 1998. 15 SUMMARY UNAUDITED PRO FORMA FINANCIAL INFORMATION The following unaudited pro forma financial information sets forth the historical financial information as adjusted to give effect to the purchase of 2,000,000 Shares at a Purchase Price of $18.00 per Share and at a Purchase Price of $22.00 per Share, the minimum and maximum possible Purchase Price per Share in the Offer, and to reflect the repurchase by the Company of 512,000 additional Shares between March 31, 1999 and the commencement of the Offer. Expenses related to the Offer are estimated to be between $433,300 and $503,300, depending on the Purchase Price. The pro forma adjustments assume the transaction occurred, for purposes of the summary consolidated income statement, as of the first day of the period presented, and, for purposes of the consolidated balance sheet, as of the balance sheet date. The pro forma financial information does not purport to be indicative of the results that may be obtained in the future or that would have actually been obtained had the Offer occurred as of the dates indicated. The pro forma information should be read in conjunction with the Summary Historical Financial Information. GBC BANCORP SUMMARY UNAUDITED PRO FORMA FINANCIAL INFORMATION (dollars in thousands, except per share data)
Three Months Ended March 31, 1999 Year Ended December 31, 1998 -------------------------------- -------------------------------- Pro Forma(1)(2) Pro Forma(1)(2) --------------------- --------------------- Assumed Assumed Assumed Assumed $18.00 Per $22.00 Per $18.00 Per $22.00 Per Share Share Share Share Purchase Purchase Purchase Purchase Actual Price Price Actual Price Price ---------- ---------- ---------- ---------- ---------- ---------- Income Statement Data Net Interest Income..... $ 17,727 $ 17,176 $ 17,076 $ 68,973 $ 66,768 $ 66,368 Provision for Credit Losses................. 1,500 1,500 1,500 1,500 1,500 1,500 Non-Interest Income..... 1,852 1,852 1,852 7,863 7,863 7,863 Non-Interest Expense.... 7,595 7,595 7,595 30,430 30,430 30,430 Net Income.............. 6,565 6,218 6,155 28,142 26,753 26,501 Balance Sheet Data, at Period End Assets.................. $1,660,304 $1,615,542 $1,607,479 $1,680,824 $1,635,586 $1,627,334 Loans and Leases, Net... 798,405 798,405 798,405 763,650 763,650 763,650 Securities Available for Sale................... 747,551 747,551 747,551 724,172 724,172 724,172 Securities Held to Maturity............... 6,014 6,014 6,014 24,616 24,616 24,616 Deposits................ 1,374,224 1,374,224 1,374,224 1,380,903 1,380,903 1,380,903 Shareholders' Equity.... 159,484 114,722 106,659 163,030 117,792 109,540 Per Share Data Earnings--Basic......... $ 0.48 $ 0.56 $ 0.56 $ 2.00 $ 2.32 $ 2.30 Earnings--Diluted....... 0.47 0.55 0.54 1.96 2.26 2.24 Cash Dividends Declared............... 0.075 0.075 0.075 0.30 0.30 0.30 Period End Book Value... $ 11.97 $ 10.61 $ 9.86 $ 11.89 $ 10.52 $ 9.78 Average Shares Outstanding--Basic (in 000's)................. 13,558 11,046 11,046 14,049 11,537 11,537 Average Shares Outstanding--Diluted (in 000's)............. 13,827 11,315 11,315 14,345 11,833 11,833 Selected Financial Ratios Ratio of Earnings to Fixed Charges, Excluding Interest on Deposits............... 6.01x 5.83x 5.80x 8.07x 7.72x 7.65x Ratio of Earnings to Fixed Charges, Including Interest on Deposits............... 1.71x 1.68x 1.68x 1.72x 1.68x 1.68x
16 NOTES TO SUMMARY UNAUDITED PRO FORMA FINANCIAL INFORMATION The following assumptions regarding the Offer were made in determining the summary unaudited, consolidated pro forma financial information: (1) The information assumes that 2,000,000 Shares are purchased at $18.00 per Share and $22.00 per Share, the minimum and maximum possible Purchase Price per Share in the Offer, with the purchase plus estimated expenses of $433,300-503,300 being financed from excess cash at the Company level and, if required, a dividend from the Bank. There can be no assurance that the Company will purchase 2,000,000 Shares or as to the price at which Shares will be purchased. (2) The basic and diluted earnings per share calculation gives effect to the reduced number of Shares that result from the repurchase of Shares pursuant to the Offer and reflects the repurchase by the Company of 512,000 additional Shares between March 31, 1999 and the commencement of the Offer. Additional Information. The Company is subject to the informational requirements of the Exchange Act and in accordance therewith files periodic reports, proxy statements and other information with the Commission relating to its business, financial condition and other matters. The Company is required to disclose in such proxy statements and reports certain information, as of particular dates, concerning the Company's directors and officers, their remuneration, stock options granted to them, the principal owners of the Company's securities and any material interest of such persons in transactions with the Company. The Company has also filed an Issuer Tender Offer Statement on Schedule 13E-4 (the "Schedule 13E-4") with the Commission, which includes certain additional information relating to the Offer. Such material may be inspected at the public reference facilities maintained by the Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549 and also should be available for inspection and copying at the following regional offices of the Commission: Seven World Trade Center, New York, New York 10048, and Northwestern Atrium Center, 500 West Madison, Suite 1400, Chicago, Illinois 60661. Such information may also be accessed electronically on the Commission's website at . All reports, proxy and information statements and other information filed with the Commission also may be inspected at the offices of Nasdaq, Reports Section, 1735 K Street, N.W., Washington, D.C. 20006. Copies may also be obtained by mail for prescribed rates from the Commission's Public Reference Room, 450 Fifth Street, N.W., Washington, D.C. 20549. The Schedule 13E-4 will not be available at the Commission's regional offices. 11. Source and Amount of Funds. Assuming that the Company purchases 2,000,000 Shares pursuant to the Offer at a Purchase Price of $22.00 per Share (the highest price in the range of possible Purchase Prices), the Company expects the maximum aggregate cost of the Offer, including all fees and expenses applicable to the Offer, to be approximately $44,503,300. The Company anticipates that the funds necessary to purchase Shares pursuant to the Offer and to pay the related fees and expenses will come from excess cash at the Company level and, if required, a dividend from the Bank. 12. Effects of the Offer on the Market for Shares; Registration Under The Exchange Act. The Company's purchase of Shares pursuant to the Offer will reduce the number of Shares that might otherwise trade publicly and is likely to reduce the number of shareholders. Nonetheless, the Company anticipates that there will still be a sufficient number of Shares outstanding and publicly traded following the Offer to ensure a continued trading market in the Shares. Based on the published guidelines of Nasdaq, the Company believes that its purchase of Shares pursuant to the Offer will not cause its remaining Shares to be delisted from Nasdaq. The Shares are currently "margin securities" under the rules of the Federal Reserve Board. This has the effect, among other things, of allowing brokers to extend credit on the collateral of the Shares. The Company 17 believes that, following the purchase of Shares pursuant to the Offer, the Shares will continue to be "margin securities" for purposes of the Federal Reserve Board's margin regulations. The Shares are registered under the Exchange Act, which requires, among other things, that the Company furnish certain information to its shareholders and to the Commission and comply with the Commission's proxy rules in connection with meetings of the Company's shareholders. The Company believes that its purchase of Shares pursuant to the Offer will not result in the Shares becoming eligible for deregistration under the Exchange Act. 13. Certain Legal Matters; Regulatory Approvals. The Company is not aware of any license or regulatory permit that is material to its business that might be adversely affected by its acquisition of Shares as contemplated in the Offer or of any approval or other action by any government or governmental, administrative or regulatory authority or agency, domestic or foreign, that would be required for the Company's acquisition or ownership of Shares as contemplated by the Offer. After this Share repurchase is completed, the Company believes that it will continue to be "well-capitalized" under applicable regulations of the Federal Reserve Board and will have sufficient liquidity to operate its existing business. Should any such approval or other action be required, the Company currently contemplates that it will seek such approval or other action. The Company cannot predict whether it may determine that it is required to delay the acceptance for payment of, or payment for, Shares tendered pursuant to the Offer pending the outcome of any such matter. There can be no assurance that any such approval or other action, if needed, would be obtained or would be obtained without substantial conditions or that the failure to obtain any such approval or other action might not result in adverse consequences to the Company's business. The Company's obligations under the Offer to accept for payment and pay for Shares are subject to certain conditions. See Section 6. 14. Certain Federal Income Tax Consequences. The following summary is a general discussion of certain of the United States federal income tax consequences of the Offer. This summary is based upon laws, regulations, rulings and decisions now in effect, all of which are subject to change, possibly retroactively. No ruling as to any matter discussed in this summary has been requested or received from the IRS. EACH SHAREHOLDER IS URGED TO CONSULT AND RELY ON THE SHAREHOLDER'S OWN TAX ADVISOR WITH RESPECT TO THE TAX CONSEQUENCES TO THE SHAREHOLDER OF TENDERING SHARES PURSUANT TO THE OFFER. In General. A shareholder's exchange of Shares for cash pursuant to the Offer will be a taxable transaction for federal income tax purposes, and may also be a taxable transaction under applicable state, local, foreign or other tax laws. This summary does not discuss any aspects of state, local, foreign or other tax laws. Certain shareholders (including insurance companies, tax- exempt organizations, financial institutions and broker dealers) may be subject to special rules not discussed below. For purposes of this discussion, shareholders are assumed to hold their Shares as capital assets. Treatment as a Sale or Exchange. Under Section 302 of the Internal Revenue Code of 1986, as amended (the "Code"), a transfer of Shares to the Company pursuant to the Offer will, as a general rule, be treated as a sale or exchange of the Shares (rather than as a dividend distribution) if the receipt of cash upon the sale (a) is "substantially disproportionate" with respect to the shareholder, (b) results in a "complete termination" of the shareholder's interest in the Company or (c) is "not essentially equivalent to a dividend" with respect to the shareholder. These tests (the "Section 302 Tests") are explained more fully below. If any of the Section 302 Tests is satisfied, a tendering shareholder will recognize capital gain or loss equal to the difference between the amount of cash received by the shareholder pursuant to the Offer and the shareholder's basis in the Shares sold pursuant to the Offer. Shares held for (i) 12 months or less will be taxable 18 at the short-term capital gains rate and (ii) more than 12 months will be taxable at the long-term capital gains rate. Constructive Ownership of Stock. In determining whether any of the Section 302 Tests is satisfied, a shareholder must take into account not only Shares actually owned by the shareholder, but also Shares that are constructively owned pursuant to Section 318 of the Code. Under Section 318, a shareholder may constructively own Shares actually owned, and in some cases constructively owned, by certain related individuals and certain entities in which the shareholder has an interest, or, in the case of shareholders that are entities, by certain individuals or entities that have an interest in the shareholder, as well as any Shares the shareholder has a right to acquire by exercise of an option or by the conversion or exchange of a security. With respect to option and convertible security attribution, the IRS takes the position that Shares constructively owned by a shareholder by reason of a right on the shareholder's part to acquire the Shares from the Company are not to be considered outstanding for purposes of applying the Section 302 Tests to other shareholders; however, there are both contrary and supporting judicial decisions with respect to this issue. The Section 302 Tests. One of the following tests must be satisfied in order for the exchange of shares pursuant to the Offer to be treated as a sale rather than as a dividend distribution. (a) Substantially Disproportionate Test. The receipt of cash by a shareholder will be substantially disproportionate with respect to the shareholder if the percentage of the outstanding Shares actually and constructively owned by the shareholder immediately following the exchange of Shares pursuant to the Offer (treating Shares exchanged pursuant to the Offer as not outstanding) is less than 80% of the percentage of the outstanding Shares actually and constructively owned by the shareholder immediately before the exchange (treating Shares exchanged pursuant to the Offer as outstanding). (b) Complete Termination Test. The receipt of cash by a shareholder will be a complete termination of the shareholder's interest if either (i) all of the Shares actually and constructively owned by the shareholder are sold pursuant to the Offer or (ii) all of the shares actually owned by the shareholder are sold pursuant to the Offer and the shareholder is eligible to waive, and effectively waives, the attribution of Shares constructively owned by the shareholder in accordance with the procedures described in Section 302(c)(2) of the Code. Shareholders considering terminating their interest in accordance with Section 302(c)(2) of the Code should do so in consultation with their own tax advisors. (c) Not Essentially Equivalent to a Dividend Test. The receipt of cash by a shareholder will not be essentially equivalent to a dividend if the shareholder's exchange of Shares pursuant to the Offer results in a "meaningful reduction" of the shareholder's proportionate interest in the Company. Whether the receipt of cash by a shareholder will result in a meaningful reduction of the shareholder's proportionate interest will depend on the shareholder's particular facts and circumstances. However, in the case of a small minority shareholder, even a small reduction may satisfy this test where, as with the Offer, payments are not expected to be pro rata with respect to all outstanding Shares. The IRS has indicated in a published ruling that, in the case of a small minority shareholder of a publicly held corporation who exercises no control over corporate affairs, a reduction in the shareholder's proportionate interest in the corporation from .00011189 to .000108190 would constitute a meaningful reduction. Although the issue is not free from doubt, a shareholder may be able to take into account acquisitions or dispositions of Shares (including market purchases and sales) substantially contemporaneous with the Offer in determining whether any of the Section 302 Tests is satisfied. In the event that the Offer is oversubscribed, the Company's purchase of Shares pursuant to the Offer will be prorated. Thus, in such case even if all the Shares actually and constructively owned by a shareholder are tendered pursuant to the Offer, not all of the Shares will be purchased by the Company, which in turn may affect the shareholder's ability to satisfy the Section 302 Tests. Treatment as a Dividend. If none of the Section 302 Tests is satisfied and the Company has sufficient earnings and profits (as to which there can be no assurances), a tendering shareholder will be treated as having 19 received a dividend includible in gross income in an amount equal to the entire amount of cash received by the shareholder pursuant to the Offer. This amount will not be reduced by the shareholder's basis in the Shares exchanged pursuant to the Offer, and (except as described below for corporate shareholders eligible for the dividends-received deduction) the shareholder's basis in those Shares will be added to the shareholder's basis in his remaining Shares. No assurance can be given that any of the Section 302 Tests will be satisfied as to any particular shareholder, and thus no assurance can be given that any particular shareholder will not be treated as having received a dividend taxable as ordinary income. If none of the Section 302 Tests is satisfied, any cash received for Shares pursuant to the Offer in excess of the Company's earnings and profits will be treated first as a non- taxable return of capital to the extent of, and in reduction of, the shareholder's basis for such shareholder's shares, and thereafter as a capital gain to the extent it exceeds such basis. Special Rules for Corporate Shareholders. If the exchange of shares by a corporate shareholder does not satisfy any of the Section 302 Tests and, assuming the Company has sufficient earnings and profits, is therefore treated as a dividend, the corporate shareholder generally will be entitled to a dividends-received deduction equal to 70% of the dividend, subject to applicable limitations, including those relating to "debt-financed portfolio stock" under Section 246A of the Code and to the holding period and other requirements of Section 246(c) of the Code. Also, since it is expected that purchases pursuant to the Offer will not be pro rata as to all shareholders, any amount treated as a dividend to a corporate shareholder will constitute an "extraordinary dividend" subject to the provisions of Section 1059 of the Code (except as may otherwise be provided in regulations yet to be promulgated by the Treasury Department). Under Section 1059 of the Code, a corporate shareholder must reduce the tax basis of all such shareholder's stock (but not below zero) by the portion of any "extraordinary dividend" that is generally equal to the deduction allowable under the dividends-received deduction rules and, if such portion exceeds the shareholder's tax basis for the stock, must treat any such excess as additional gain in the year in which such extraordinary dividend occurs. Employee Option Plans. If an employee exercises a non-qualified stock option granted under the Company's stock option plans in order to acquire Shares to tender pursuant to the Offer, the employee will be required to recognize ordinary income in an amount equal to the excess of the fair market value of Shares on the date the option is exercised over the exercise price. The employee's basis in the Shares will equal the fair market value of the Shares on the date the option is exercised, and the employee's holding period for purposes of determining eligibility for long-term capital gain will begin after the option is exercised. The exchange of the Shares pursuant to the Offer will be taxed in accordance with the rules described in the preceding sections. Foreign Shareholders. The Company will assume that the exchange is a dividend as to foreign shareholders and will therefore withhold federal income tax at a rate equal to 30% of the gross proceeds paid to a foreign shareholder or his agent pursuant to the Offer, unless the Depositary determines that a reduced rate of withholding is available pursuant to a tax treaty or that an exemption from withholding is applicable because the gross proceeds are effectively connected with the conduct of a trade or business by the foreign shareholder within the United States. For this purpose, a foreign shareholder is any shareholder that is not (i) a citizen or resident of the United States, (ii) a corporation, partnership or other entity created or organized in or under the laws of the United States or any political subdivision thereof, (iii) any estate the income of which is subject to United States federal income taxation regardless of the source of such income, or (iv) a trust if (x) a court within the United States is able to exercise primary supervision over the administration of the trust and (y) one or more United States persons have authority to control all substantial decisions of the trust. Generally, the determination of whether a reduced rate of withholding is applicable is made by reference to a foreign shareholder's address or to a properly completed Form 1001 furnished by the shareholder, and the determination of whether an exemption from withholding is available on the grounds that gross proceeds paid to a foreign shareholder are effectively connected with a United States trade or business is made on the basis of a properly completed Form 4224 furnished by the shareholder. The Depositary will determine a foreign shareholder's eligibility for a reduced rate of, or exemption from, withholding by reference to the shareholder's address and any Forms 1001 or 4224 submitted to the Depositary by a foreign shareholder, unless facts and circumstances indicate that such reliance is not warranted or unless applicable law requires some other method 20 for determining whether a reduced rate of withholding is applicable. These forms can be obtained from the Depositary. See the instructions to the Letter of Transmittal. A foreign shareholder with respect to whom tax has been withheld may be eligible to obtain a refund of all or a portion of the withheld tax if the shareholder satisfies one of the Section 302 Tests for capital gain treatment or is otherwise able to establish that no tax or a reduced amount of tax was due. Foreign shareholders are urged to consult their own tax advisors regarding the application of federal income tax withholding, including eligibility for a withholding tax reduction or exemption and the refund procedure. 15. Extension of the Offer; Termination; Amendments. The Company expressly reserves the right, at any time or from time to time, in its sole discretion, and regardless of whether any of the conditions specified in Section 6 shall have occurred, to extend the period of time during which the Offer is open by giving oral or written notice of such extension to the Depositary and making a public announcement thereof. The Company also expressly reserves the right, in its sole discretion, to terminate the Offer and not accept for payment or pay for any Shares not theretofore accepted for payment or paid for or, subject to applicable law, to postpone payment for Shares upon the occurrence of any of the conditions specified in Section 6 by giving oral or written notice of such termination or postponement to the Depositary and making a public announcement thereof. The Company's reservation of the right to delay payment for Shares which it has accepted for payment is limited by Rules 13e-4(f)(2) and 13e-4(f)(5) promulgated under the Exchange Act. Rule 13e-4(f)(2) requires that the Company permit Shares tendered pursuant to the Offer to be withdrawn: (i) at any time during the period the Offer remains open and (ii) if not yet accepted for payment, after the expiration of forty business days from the commencement of the Offer. Rule 13e-4(f)(5) requires that the Company must either pay the consideration offered or return the Shares tendered promptly after the termination or withdrawal of the Offer. Subject to compliance with applicable law, the Company further reserves the right, in its sole discretion, at any time or from time to time to amend the Offer in any respect, including increasing or decreasing the number of Shares the Company may purchase or the range of prices it may pay pursuant to the Offer. Amendments to the Offer may be made at any time or from time to time effected by public announcement thereof, such announcement, in the case of an extension, to be issued no later than 9:00 A.M., New York City time, on the next business day after the previously scheduled Expiration Date. Any public announcement made pursuant to the Offer will be disseminated promptly to shareholders in a manner reasonably designed to inform shareholders of such change. Without limiting the manner in which the Company may choose to make a public announcement, except as required by applicable law, the Company shall have no obligation to publish, advertise or otherwise communicate any such public announcement other than by making a release to the Dow Jones News Service. If the Company materially changes the terms of the Offer or the information concerning the Offer, or if it waives a material condition of the Offer, the Company will extend the Offer to the extent required by Rules 13e-4(d)(2) and 13e-4(e)(2) promulgated under the Exchange Act. The minimum period during which an offer must remain open following material changes in the terms of the offer or information concerning the offer (other than a change in price or a change in percentage of securities sought) will depend on the facts and circumstances, including the relative materiality of such terms or information. If (i) the Company increases or decreases the price to be paid for Shares or the amount of the Dealer Manager's soliciting fee, the Company increases the number of Shares being sought and any such increase in the number of Shares being sought exceeds 2% of the outstanding Shares, or the Company decreases the number of Shares being sought and (ii) the Offer is scheduled to expire at any time earlier than the expiration of a period ending on the tenth business day from, and including, the date that notice of such increase or decrease is first published, sent or given, the Offer will be extended until the expiration of such period of ten business days. 21 16. Fees and Expenses. CIBC World Markets Corp. will act as Dealer Manager for the Company in connection with the Offer. The Company has agreed to pay the Dealer Manager a reasonable and customary fee for these services. The Dealer Manager will also be reimbursed by the Company for certain out-of-pocket expenses, including attorneys' fees, and will be indemnified by the Company against certain liabilities, including liabilities under the federal securities laws, arising in connection with the Offer. The Company has retained Morrow & Co., Inc. as Information Agent and IBJ Whitehall Bank & Trust Company as Depositary in connection with the Offer. The Information Agent may contact shareholders by mail, telephone, telex, telegraph and personal interviews, and may request brokers, dealers and other nominee shareholders to forward materials relating to the Offer to beneficial owners. The Information Agent and the Depositary will receive reasonable and customary compensation for their services. The Company will also reimburse the Information Agent and the Depositary for out-of-pocket expenses, including reasonable attorneys' fees, and has agreed to indemnify the Information Agent and the Depositary against certain liabilities in connection with the Offer, including certain liabilities under the federal securities laws. Neither the Information Agent nor the Depositary has been retained to make solicitations or recommendations in connection with the Offer. The Company will not pay fees or commissions to any broker, dealer, commercial bank, trust company or other person for soliciting any Shares pursuant to the Offer (other than the fee payable to the Dealer Manager). The Company will, however, on request through the Information Agent, reimburse such persons for customary handling and mailing expenses incurred in forwarding materials in respect of the Offer to the beneficial owners for which they act as nominees. No such broker, dealer, commercial bank or trust company has been authorized to act as the Company's agent for purposes of this Offer. The Company will pay (or cause to be paid) any stock transfer taxes on its purchase of Shares, except as otherwise provided in Instruction 7 of the Letter of Transmittal. 17. Miscellaneous. The Offer is not being made to, nor will the Company accept tenders from, holders of Shares in any jurisdiction in which the Offer or its acceptance would not comply with the securities or blue sky laws of such jurisdiction. The Company is not aware of any jurisdiction in which the making of the Offer or the tender of Shares would not be in compliance with the laws of such jurisdiction. However, the Company reserves the right to exclude holders in any jurisdiction in which it is asserted that the Offer cannot lawfully be made. So long as the Company makes a good faith effort to comply with any state law deemed applicable to the Offer, if it cannot do so, the Company believes that the exclusion of holders residing in such jurisdiction is permitted under Rule 13e-4(f)(9) promulgated under the Exchange Act. In any jurisdiction the securities or blue sky laws of which require the Offer to be made by a licensed broker or dealer, the Offer shall be deemed to be made on the Company's behalf by one or more registered brokers or dealers licensed under the laws of such jurisdiction. GBC BANCORP June 16, 1999 22 EXHIBIT A COMPANY STOCK REPURCHASE PROGRAM
Trade Day # of Shares Purchase Price per Share --------- ----------- ------------------------ 10/01/98 8,600 $23.5000 10/06/98 50,000 $23.3750 10/06/98 700 $23.3750 10/06/98 4,300 $23.0625 10/06/98 100,000 $22.5000 10/07/98 100,000 $22.0000 10/07/98 5,000 $21.0000 10/08/98 100,000 $20.0000 11/18/98 10,000 $24.0000 11/20/98 50,000 $24.0000 11/24/98 20,500 $24.2500 12/07/98 1,800 $24.5000 12/10/98 500 $24.1875 12/10/98 2,600 $24.2500 12/10/98 3,200 $24.4375 12/14/98 4,100 $23.7500 12/16/98 2,000 $22.6850 12/16/98 2,000 $22.8725 12/22/98 3,500 $24.0000 12/24/98 2,000 $23.8750 01/05/99 2,100 $23.5000 01/05/99 800 $23.8125 01/05/99 4,000 $23.8750 10/06/99 12,500 $23.5000 01/07/99 10,300 $23.3750 01/11/99 800 $23.8725 01/12/99 4,700 $24.5000 01/26/99 1,100 $23.0000 01/26/99 10,000 $23.1250 01/29/99 5,100 $22.1250 01/29/99 31,500 $22.1250 02/02/99 2,000 $22.0000 02/03/99 11,600 $22.2500 02/04/99 500 $22.1850 02/04/99 300 $22.3100 02/08/99 400 $22.5000 02/11/99 10,800 $22.5000 02/12/99 1,500 $22.3750 02/16/99 300 $22.3125 02/16/99 4,500 $22.3750 02/16/99 8,000 $22.3750 02/17/99 10,000 $22.1250 02/17/99 600 $22.1850 02/17/99 1,500 $22.2163 02/18/99 50,400 $21.8438 02/24/99 1,100 $21.7500 02/24/99 1,500 $21.8125
A-1 COMPANY STOCK REPURCHASE PROGRAM--(Continued)
Trade Day # of Shares Purchase Price per Share --------- ------------ ------------------------ 02/25/99 6,800 $21.3750 02/25/99 5,000 $21.5000 02/25/99 10,000 $21.5000 02/26/99 86,800 $21.5000 03/01/99 2,500 $21.1875 03/03/99 10,000 $21.2500 03/03/99 1,200 $21.1250 03/04/99 10,400 $21.0625 03/04/99 3,200 $21.0000 03/04/99 2,000 $21.1250 03/05/99 5,200 $20.3750 03/09/99 500 $19.8750 03/10/99 16,600 $19.8750 03/11/99 2,000 $19.6250 03/11/99 3,700 $19.8750 03/12/99 3,000 $19.5000 03/12/99 1,000 $19.5625 03/12/99 1,700 $19.6250 03/15/99 3,000 $18.7500 03/15/99 2,000 $19.0000 03/15/99 5,000 $19.2500 03/16/99 5,700 $18.0000 03/17/99 500 $18.5000 03/17/99 10,400 $18.6250 03/18/99 400 $18.7188 03/18/99 15,000 $18.7500 03/22/99 1,500 $19.7500 03/22/99 1,800 $19.8125 03/22/99 1,400 $19.9375 03/23/99 5,800 $19.6250 03/23/99 2,000 $19.6875 03/23/99 500 $19.7500 03/24/99 2,000 $19.3125 03/24/99 500 $19.4688 03/25/99 300 $19.2500 03/25/99 200 $19.3438 03/25/99 100 $19.4375 03/31/99 7,500 $14.1250 03/31/99 7,500 $14.3125 03/31/99 78,200 $14.6875 03/31/99 65,000 $14.7596 04/01/99 1,100 $14.8750 04/06/99 15,000 $15.0625 04/07/99 5,000 $15.2500 04/07/99 1,000 $15.1875 04/07/99 83,400 $15.1875 04/08/99 900 $15.0625 04/08/99 12,000 $15.3125 04/09/99 10,000 $15.3750
A-2 COMPANY STOCK REPURCHASE PROGRAM--(Continued)
Trade Day # of Shares Purchase Price per Share --------- ------------ ------------------------ 04/09/99 1,000 $15.3125 04/09/99 15,500 $15.5625 04/09/99 47,600 $15.4640 04/20/99 15,200 $17.5000 04/21/99 4,000 $17.5000 04/21/99 1,700 $17.5625 04/21/99 1,000 $17.6250 04/22/99 1,000 $17.5000 04/22/99 3,300 $17.5625 04/23/99 23,700 $17.6250 04/26/99 3,000 $17.5000 04/26/99 5,000 $17.5625 04/27/99 2,000 $17.5625 04/27/99 3,000 $17.6875 04/30/99 25,000 $17.7500 04/30/99 25,000 $18.0000 05/03/99 24,600 $17.5625 05/04/99 13,800 $17.0000 05/05/99 9,600 $17.0625 --------- Total 1,400,000 =========
A-3 Facsimile copies of the Letter of Transmittal will be accepted. The Letter of Transmittal and certificates for the Shares and any other required documents should be sent or delivered by each shareholder or such shareholder's broker, dealer, commercial bank, trust company or other nominee to the Depositary at one of its addresses set forth below: The Depositary: IBJ WHITEHALL BANK & TRUST COMPANY By First Class or Express Mail: By Hand or Overnight Delivery: IBJ Whitehall Bank & Trust Company IBJ Whitehall Bank & Trust Company P.O. Box 84 One State Street Bowling Green Station New York, NY 10004 New York, NY 10274-0084 Attn.: Securities Processing Window, Attn.: Reorganization Operations Subcellar One (SC-1)
Telephone Number: (212) 858-2103 Facsimile Transmission: (212) 858-2611 To Confirm Receipt of Notice of Guaranteed Delivery and Facsimile Transmissions: (212) 858-2103 Any questions or requests for assistance or for additional copies of this Offer to Purchase, the Letter of Transmittal or the Notice of Guaranteed Delivery may be directed to the Information Agent at the telephone numbers and address below. You may also contact your broker, dealer, commercial bank or trust company for assistance concerning the Offer. To confirm delivery of your Shares, you are directed to contact the Depositary. The Information Agent: MORROW & CO., INC. 445 Park Avenue 5th Floor New York, NY 10022 Call Collect: (212) 754-8000 Toll Free: (800) 566-9061 Bankers and Brokerage Firms, Please Call: (800) 662-5200 Shareholders, Please Call: (800) 566-9061 EX-99.(A)(2) 3 LETTER OF TRANSMITTAL EXHIBIT 99.(A)(2) Letter of Transmittal To Tender Shares of Common Stock of GBC Bancorp Pursuant to the Offer to Purchase Dated June 16, 1999 THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON WEDNESDAY, JULY 14, 1999, UNLESS THE OFFER IS EXTENDED. The Depositary for the Offer is: IBJ WHITEHALL BANK & TRUST COMPANY By First Class or Express Mail: By Hand or Overnight Delivery: IBJ Whitehall Bank & Trust Company IBJ Whitehall Bank & Trust Company P.O. Box 84 One State Street Bowling Green Station New York, NY 10004 New York, NY 10274-0084 Attn.: Securities Processing Window, Attn.: Reorganization Operations Subcellar One (SC-1)
Telephone Number: (212) 858-2103 Facsimile Transmission: (212) 858-2611 To Confirm Receipt of Notice of Guaranteed Delivery and Facsimile Transmissions: (212) 858-2103 DELIVERY OF THIS LETTER OF TRANSMITTAL TO ANYONE OTHER THAN THE DEPOSITARY OR TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. DESCRIPTION OF SHARES TENDERED (See Instructions 3 and 4) - -------------------------------------------------------------------------------
Name(s) and Address(es) of Registered Holder(s) Share Certificate(s) and Shares Tendered (Please fill in, if blank, exactly as name(s) appear(s) on Share Certificate(s)) (Attach Additional Signed List, If Necessary) --------------------------------------------------------------------------------------------------------------------------------- Total Number of Shares Evidenced Number Share Certificate by Share of Shares Number(s)* Certificate(s)* Tendered** ---------------------------------------------------------- ---------------------------------------------------------- ---------------------------------------------------------- ---------------------------------------------------------- ---------------------------------------------------------- ---------------------------------------------------------- Total Shares - ------------------------------------------------------------------------------------------------------------------------------------
Indicate in this box the order (by certificate number) in which Shares are to be purchased in the event of proration.*** (Attach additional signed list if necessary.) See Instruction 14. 1st: ; 2nd: ; 3rd: - ------------------------------------------------------------------------------- * Need not be completed by shareholders delivering Shares by book-entry transfer. ** Unless otherwise indicated, it will be assumed that all Shares evidenced by each Share Certificate delivered to the Depositary are being tendered hereby. See Instruction 4. *** If you do not designate an order, then in the event less than all Shares tendered are purchased due to proration, Shares will be selected for purchase by the Depositary. - -------------------------------------------------------------------------------- NOTE: SIGNATURES MUST BE PROVIDED BELOW. PLEASE READ THE INSTRUCTIONS SET FORTH IN THIS LETTER OF TRANSMITTAL CAREFULLY. This Letter of Transmittal is to be completed by shareholders either if certificates evidencing Shares (as defined below) are to be forwarded herewith or if delivery of Shares is to be made by book-entry transfer to the Depositary's account at The Depository Trust Company ("DTC" or the "Book-Entry Transfer Facility") pursuant to the book-entry transfer procedure described in Section 3 of the Offer to Purchase (as defined below). Delivery of documents to the Book-Entry Transfer Facility does not constitute delivery to the Depositary. Shareholders whose certificates evidencing Shares ("Share Certificates") are not immediately available or who cannot deliver their Share Certificates and all other documents required hereby to the Depositary prior to the Expiration Date or who cannot complete the procedure for delivery by book-entry transfer on a timely basis and who wish to tender their Shares must do so pursuant to the guaranteed delivery procedure described in Section 3 of the Offer to Purchase. See Instruction 2. [_]CHECK HERE IF SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO THE DEPOSITARY'S ACCOUNT AT THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING: Name of Tendering Institution ______________________________________________ Account No. ________________________________________________________________ Transaction Code No. _______________________________________________________ [_]CHECK HERE IF SHARES ARE BEING TENDERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING: Name(s) of Registered Holder(s) ____________________________________________ Date of Execution of Notice of Guaranteed Delivery _________________________ Name of Institution which Guaranteed Delivery ______________________________ Give Account Number and Transaction Code Number if delivered by book-entry transfer: Account No. ________________________________________________________________ Transaction Code No. _______________________________________________________ 2 Ladies and Gentlemen: The undersigned hereby tenders to GBC Bancorp, a California corporation (the "Company"), the above-described shares of common stock, no par value (the "Shares"), at the price per Share indicated in this Letter of Transmittal, net to the seller in cash, upon the terms and subject to the conditions set forth in the Company's Offer to Purchase dated June 16, 1999 (the "Offer to Purchase"), receipt of which is hereby acknowledged, and in this Letter of Transmittal (which, as amended from time to time, together constitute the "Offer"). Subject to, and effective upon, acceptance for payment of the Shares tendered herewith, in accordance with the terms of the Offer (including, if the Offer is extended or amended, the terms and conditions of such extension or amendment), the undersigned hereby sells, assigns and transfers to, or upon the order of, the Company all right, title and interest in and to all Shares tendered hereby or orders the registration of such Shares tendered by book- entry transfer that are purchased pursuant to the Offer to or upon the order of the Company and hereby irrevocably constitutes and appoints the Depositary the true and lawful agent and attorney-in-fact of the undersigned with respect to such Shares, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), to (i) deliver Share Certificates evidencing such Shares, or transfer ownership of such Shares on the account books maintained by the Book-Entry Transfer Facility, together, in either case, with all accompanying evidences of transfer and authenticity, to or upon the order of the Company, upon receipt by the Depositary, as the undersigned's agent, of the Purchase Price (as defined below) with respect to such Shares, (ii) present Share Certificates for cancellation and transfer on the books of the Company and (iii) receive all benefits and otherwise exercise all rights of beneficial ownership of such Shares, all in accordance with the terms of the Offer. The undersigned hereby represents and warrants to the Company that (i) the undersigned understands that tenders of Shares pursuant to any one of the procedures described in Section 3 of the Offer to Purchase and in the Instructions hereto will constitute the undersigned's acceptance of the terms and conditions of the Offer, including the undersigned's representation and warranty that (a) the undersigned has a net long position in Shares or equivalent securities at least equal to the Shares tendered within the meaning of Rule 14e-4 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and (b) such tender of Shares complies with Rule 14e-4; (ii) when and to the extent the Company accepts the Shares for purchase, the Company will acquire good, marketable and unencumbered title to them, free and clear of all security interests, liens, charges, encumbrances, conditional sales agreements or other obligations relating to their sale or transfer, and not subject to any adverse claim; (iii) on request, the undersigned will execute and deliver any additional documents which the Depositary or the Company deems necessary or desirable to complete the assignment, transfer and purchase of the Shares tendered hereby; (iv) the undersigned has read and agrees to all of the terms of the Offer; and (v) the undersigned has full power and authority to tender, sell, assign and transfer Shares tendered hereby. The names and addresses of the registered holders should be printed, if they are not already printed above, exactly as they appear on the Share Certificates tendered hereby. The certificate numbers, the number of Shares represented by such Share Certificates, the number of Shares that the undersigned wishes to tender and the purchase price at which such Shares are being tendered should be indicated in the appropriate boxes. The undersigned understands that the Company will determine a single per Share price (not greater than $22 nor less than $18 per Share) (the "Purchase Price") that it will pay for Shares validly tendered pursuant to the Offer, taking into account the number of Shares so tendered and the prices specified by tendering shareholders. The undersigned understands that the Company will select the Purchase Price that will allow it to buy 2,000,000 Shares (or such lesser number of Shares as are validly tendered at prices not greater than $22 nor less than $18 per Share) pursuant to the Offer. The undersigned understands that all Shares validly tendered at prices at or below the Purchase Price will be purchased at the Purchase Price, net to the seller in cash, upon the terms and subject to the conditions of the Offer, including its proration provisions, and that the Company will return all other Shares, including Shares tendered and not withdrawn at prices greater than the Purchase Price and Shares not purchased because of proration. The undersigned recognizes that under certain circumstances set forth in the Offer to Purchase, the Company may terminate or amend the Offer or may not be required to purchase any of the Shares tendered hereby or may accept for payment fewer than all of the Shares tendered hereby. The undersigned understands that Share Certificates representing Shares not tendered or not purchased will be returned to the undersigned at the address indicated above, unless otherwise 3 indicated under the "Special Payment Instructions" or "Special Delivery Instructions" below. The undersigned recognizes that the Company has no obligation, pursuant to the "Special Payments Instructions," to transfer any Share Certificate from the name of its registered holder, or to order the registration or transfer of such Shares tendered by book-entry transfer, if the Company purchases none of the Shares represented by such certificate or tendered by such book-entry transfer. The undersigned understands that acceptance of Shares by the Company for payment will constitute a binding agreement between the undersigned and the Company upon the terms and subject to the conditions of the Offer. The check for the Purchase Price for such of the tendered Shares as are purchased will be issued to the order of the undersigned and mailed to the address indicated above unless otherwise indicated under the "Special Payment Instructions" or the "Special Delivery Instructions" below. All authority conferred or agreed to be conferred in this Letter of Transmittal shall survive the death or incapacity of the undersigned, and any obligations of the undersigned under this Letter of Transmittal shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. Except as stated in the Offer to Purchase, this tender is irrevocable. 4 PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED - -------------------------------------------------------------------------------- IF SHARES ARE BEING TENDERED AT MORE THAN ONE PRICE, USE A SEPARATE LETTER OF TRANSMITTAL FOR EACH PRICE SPECIFIED. (See Instruction 5) - -------------------------------------------------------------------------------- CHECK ONLY ONE BOX. IF MORE THAN ONE BOX IS CHECKED, OR IF NO BOX IS CHECKED (EXCEPT AS PROVIDED IN THE ODD LOTS INSTRUCTIONS), THERE IS NO PROPER TENDER OF SHARES. - -------------------------------------------------------------------------------- [_] 18.00 [_] 19.00 [_] 20.00 [_] 21.00 [_] 22.00 [_] 18.25 [_] 19.25 [_] 20.25 [_] 21.25 [_] 18.50 [_] 19.50 [_] 20.50 [_] 21.50 [_] 18.75 [_] 19.75 [_] 20.75 [_] 21.75
ODD LOTS (See Instruction 8) To be completed ONLY if Shares are being tendered by or on behalf of a person owning beneficially, as of the close of business on June 11, 1999, and who continues to own beneficially as of the Expiration Date, an aggregate of less than 100 Shares. The undersigned either (check one box): [_] was the beneficial owner, as of the close of business on June 11, 1999, of an aggregate of less than 100 Shares all of which are being tendered; or [_] is a broker, dealer, commercial bank, trust company or other nominee which: (a) is tendering, for the beneficial owners thereof, Shares with respect to which it is the record owner, and (b) believes, based upon representations made to it by such beneficial owners, that each such person was the beneficial owner, as of the close of business on June 11, 1999, of an aggregate of less than 100 Shares and is tendering all of such Shares. If you do not wish to specify a purchase price, check the following box, in which case you will be deemed to have tendered at the Purchase Price determined by the Company in accordance with the terms of the Offer (persons checking this box need not indicate the price per Share in the box entitled "Price (in Dollars) Per Share at Which Shares are Being Tendered" in this Letter of Transmittal). [_] 5 SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS (See Instructions 1, 4, 6, 7 and (See Instructions 1, 4, 6 and 9) 9) To be completed ONLY if the To be completed ONLY if the check issued in the name of the check for the purchase price of undersigned for the purchase Shares purchased or Share Certif- price of Shares purchased or icates evidencing Shares not ten- Share Certificates evidencing dered or not purchased are to be Shares not tendered or not issued in the name of someone purchased are to be mailed to other than the undersigned. someone other than the undersigned, or to the undersigned at an address other than that shown under "Description of Shares Tendered." Issue:[_] Check [_] Share Certificate(s) to: Name _____________________________ Mail:[_] Check __________________________________ [_] Share Certificate(s) to: __________________________________ (Please Print) Name _____________________________ Address __________________________ __________________________________ __________________________________ __________________________________ (Include Zip Code) (Please Print) __________________________________ Address __________________________ (Tax Identification or Social __________________________________ Security No.) (See Substitute Form W-9 below) (Include Zip Code) 6 IMPORTANT SHAREHOLDERS: SIGN HERE (See Instructions 1 and 6) (Please Complete Substitute Form W-9 Contained Herein) Signature(s) of Holder(s): _________________________________________________ ---------------------------------------------------------------------------- Dated: _______________________________________________________________, 1999 Must be signed by registered holder(s) exactly as name(s) appear(s) on Share Certificates or on a security position listing or by a person(s) authorized to become registered holder(s) by certificates and documents transmitted with this Letter of Transmittal. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, please provide the following information. See Instruction 6. Name(s): ___________________________________________________________________ ---------------------------------------------------------------------------- (Please Print) Capacity (full title): _____________________________________________________ Address: ___________________________________________________________________ ---------------------------------------------------------------------------- (Include Zip Code) Area Code and Telephone Number: ____________________________________________ Taxpayer Identification or Social Security Number(s): _________________________________________________ (See Substitute Form W-9 contained herein) GUARANTEE OF SIGNATURE(S) (If Required--See Instructions 1 and 6) FOR USE BY FINANCIAL INSTITUTIONS ONLY. PLACE MEDALLION GUARANTEE IN SPACE BELOW. Area Code and Telephone Number: ____________________________________________ Dated: _______________________________________________________________, 1999 7 INSTRUCTIONS FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER 1. Guarantee of Signatures. All signatures on this Letter of Transmittal must be guaranteed by a member firm of a registered national securities exchange or the National Association of Securities Dealers, Inc. or by a commercial bank or trust company having an office, branch or agency in the United States which is a member of one of the Stock Transfer Association's approved medallion programs (such as the Securities Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion Program) (each of the foregoing being referred to as an "Eligible Institution"), unless (i) this Letter of Transmittal is signed by the registered holder(s) of the Shares (which term, for purposes of this document, shall include any participant in the Book-Entry Transfer Facility whose name appears on a security position listing as the holder of Shares) tendered hereby and such holder(s) has (have) completed neither the box entitled "Special Payment Instructions" nor the box entitled "Special Delivery Instructions" on this Letter of Transmittal or (ii) such Shares are tendered for the account of an Eligible Institution. See Instruction 6. 2. Delivery of Letter of Transmittal and Share Certificates; Guaranteed Delivery Procedures. This Letter of Transmittal is to be used either if Share Certificates are to be forwarded herewith or if Shares are to be delivered by book-entry transfer pursuant to the procedure set forth in Section 3 of the Offer to Purchase. Share Certificates evidencing ALL physically tendered Shares, or a confirmation of a book-entry transfer into the Depositary's account at the Book-Entry Transfer Facility of all Shares delivered by book- entry transfer, as well as a properly completed and duly executed Letter of Transmittal (or facsimile thereof) and any other documents required by this Letter of Transmittal, must be received by the Depositary at one of its addresses set forth herein prior to the Expiration Date. If Share Certificates are forwarded to the Depositary in multiple deliveries, a properly completed and duly executed Letter of Transmittal must accompany each such delivery. Shareholders whose Share Certificates are not immediately available, who cannot deliver their Share Certificates and all other required documents to the Depositary prior to the Expiration Date or who cannot complete the procedure for delivery by book-entry transfer on a timely basis may tender their Shares pursuant to the guaranteed delivery procedure described in Section 3 of the Offer to Purchase. Pursuant to such procedure: (i) such tender must be made by or through an Eligible Institution; (ii) a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form made available by the Company, must be received by the Depositary prior to the Expiration Date; and (iii) the Share Certificates evidencing all physically delivered Shares in proper form for transfer by delivery, or a confirmation of a book-entry transfer into the Depositary's account at the Book-Entry Transfer Facility of all Shares delivered by book-entry transfer, in each case together with a Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, with any required signature guarantees, and any other documents required by this Letter of Transmittal, must be received by the Depositary within three Nasdaq National Market trading days after the date of receipt by the Depositary of such Notice of Guaranteed Delivery, all as described in Section 3 of the Offer to Purchase. THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, SHARE CERTIFICATES AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH THE BOOK-ENTRY TRANSFER FACILITY, IS AT THE OPTION AND RISK OF THE TENDERING SHAREHOLDER, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY OR, IN THE CASE OF GUARANTEED DELIVERY, BY THE DEPOSITARY ONLY. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY. No alternative, conditional or contingent tenders will be accepted and no fractional Shares will be purchased. By execution of this Letter of Transmittal (or a facsimile hereof), all tendering shareholders waive any right to receive any notice of the acceptance of their Shares for payment. 3. Inadequate Space. If the space provided herein under "Description of Shares Tendered" is inadequate, the Share Certificate numbers, the number of Shares evidenced by such Share Certificates and the number of Shares tendered should be listed on a separate signed schedule and attached hereto. 8 4. Partial Tenders and Unpurchased Shares (Not Applicable to Shareholders Who Tender by Book-Entry Transfer). If fewer than all the Shares evidenced by any Share Certificate delivered to the Depositary herewith are to be tendered hereby, fill in the number of Shares which are to be tendered in the column entitled "Number of Shares Tendered" of the box captioned "Description of Shares Tendered." In such cases, new Share Certificate(s) evidencing the remainder of the Shares that were evidenced by the Share Certificates delivered to the Depositary herewith will be sent to the person(s) signing this Letter of Transmittal, unless otherwise provided in either the "Special Payment Instructions" or "Special Delivery Instructions" box on this Letter of Transmittal, as soon as practicable after the expiration or termination of the Offer. All Shares evidenced by Share Certificates delivered to the Depositary will be deemed to have been tendered unless otherwise indicated. 5. Indication of Price at which Shares are Being Tendered. For Shares to be properly tendered, the shareholder must check the box indicating the price per Share at which he/she is tendering Shares under "Price (In Dollars) Per Share at Which Shares Are Being Tendered" on this Letter of Transmittal; provided, however, that an Odd Lot Owner (as defined in Section 2 of the Offer to Purchase) may check the box above in the section entitled "Odd Lots" indicating that he/she is tendering all Shares at the Purchase Price. ONLY ONE PRICE BOX MAY BE CHECKED. IF MORE THAN ONE BOX IS CHECKED OR IF NO BOX IS CHECKED, THERE IS NO VALID TENDER OF SHARES (OTHER THAN PURSUANT TO TENDERS BY ODD LOT OWNERS AS PROVIDED HEREIN). A shareholder wishing to tender portions of such shareholder's Share holdings at different prices must complete a separate Letter of Transmittal for each price at which he/she wishes to tender each such portion of his/her Shares. The same Shares cannot be tendered (unless previously properly withdrawn as provided in Section 4 of the Offer to Purchase) at more than one price. 6. Signatures on Letter of Transmittal; Stock Powers and Endorsements. If this Letter of Transmittal is signed by the registered holder(s) of the Shares tendered hereby, the signature(s) must correspond with the name(s) as written on the face of the Share Certificates evidencing such Shares, without alteration, enlargement or any other change whatsoever. If any Share tendered hereby is owned of record by two or more persons, all such persons must sign this Letter of Transmittal. If any of the Shares tendered hereby are registered in the names of different holders, it will be necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations of such Shares. If this Letter of Transmittal is signed by the registered holder(s) of the Share Certificate evidencing Shares tendered hereby, no endorsements or separate stock powers are required, unless payment is to be made, or Share Certificates evidencing Shares not purchased or not tendered are to be issued, to a person other than the registered holder(s), in which case, the Share Certificate(s) evidencing the Shares tendered hereby must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name(s) of the registered holder(s) appear(s) on such Share Certificate(s). Signatures on such Share Certificate(s) and stock powers must be guaranteed by an Eligible Institution. If this Letter of Transmittal is signed by a person other than the registered holder(s) of the Share Certificate evidencing Shares tendered hereby, the Share Certificate must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name(s) of the registered holder(s) appear(s) on such Share Certificate(s). Signatures on such Share Certificate(s) and stock powers must be guaranteed by an Eligible Institution. If this Letter of Transmittal or any Share Certificate or stock power is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person should so indicate when signing, and proper evidence satisfactory to the Company of such person's authority so to act must be submitted. 7. Stock Transfer Taxes. Except as otherwise provided in this Instruction 7, the Company will pay all stock transfer taxes, if any, payable on the transfer to it of Shares purchased pursuant to the Offer. If, however, payment of the Purchase Price is to be made to, or (in the circumstances permitted by the Offer) if unpurchased Shares are to be registered in the name of, any person other than the registered holder(s), or if tendered Share Certificates are registered in the name of 9 any person other than the person signing the Letter of Transmittal, the amount of all stock transfer taxes, if any (whether imposed on the registered holder(s), or such other person), payable on account of the transfer to such person will be deducted from the Purchase Price, unless evidence satisfactory to the Company of the payment of such taxes, or exemption therefrom, is submitted. Except as provided in this Instruction 7, it will not be necessary for transfer tax stamps to be affixed to the Share Certificates evidencing the Shares tendered hereby. 8. Odd Lots. As described in Section 1 of the Offer to Purchase, if the Company is to purchase less than all Shares tendered before the Expiration Date, the Shares purchased first will consist of all Shares validly tendered on or prior to the Expiration Date at or below the Purchase Price by or on behalf of shareholders who beneficially owned, as of the close of business on June 11, 1999, and continue to beneficially own as of the Expiration Date, an aggregate of less than 100 Shares, and who tenders all of such shareholder's Shares. This preference will not be available unless the box captioned "Odd Lots" is completed. 9. Special Payment and Delivery Instructions. If a check for the purchase price of any Shares tendered hereby is to be issued, or Share Certificate(s) evidencing Shares not tendered or not purchased is (are) to be issued, in the name of a person other than the person(s) signing this Letter of Transmittal, or if a check issued in the name of the person(s) signing this Letter of Transmittal or any such Share Certificate is to be sent to someone other than the person(s) signing this Letter of Transmittal or to the person(s) signing this Letter of Transmittal but at an address other than that shown in the box entitled "Description of Shares Tendered" on this Letter of Transmittal, the appropriate boxes captioned "Special Payment Instructions" and/or "Special Delivery Instructions" on this Letter of Transmittal must be completed. 10. Irregularities. The Company will determine, in its sole discretion, all questions as to the number of Shares to be accepted, the price to be paid therefor, the form of documents, and the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Shares, and its determination shall be final and binding on all parties. The Company reserves the absolute right to reject any or all tenders of Shares determined by it not to be in proper form or the acceptance of or payment for which may in the opinion of the Company's counsel be unlawful. The Company also reserves the absolute right to waive any of the conditions of the Offer or any defect or irregularity in the tender of any particular Shares, and the Company's interpretation of the terms of the Offer (including these instructions) will be final and binding on all parties. No tender of Shares will be deemed to be validly made until all defects and irregularities have been cured or waived. Unless waived, any defects or irregularities in connection with tenders must be cured within such time as the Company shall determine. None of the Company, the Dealer Manager, the Depositary, the Information Agent nor any other person is or will be obligated to give notice of defects of irregularities in tenders, nor shall any of them incur any liability for failure to give any such notice. 11. Questions and Requests for Assistance or Additional Copies. Questions and requests for assistance may be directed to the Information Agent or the Dealer Manager at their respective addresses or telephone numbers set forth below. Additional copies of the Offer to Purchase, this Letter of Transmittal and the Notice of Guaranteed Delivery may be obtained from the Information Agent or from brokers, dealers, commercial banks or trust companies. 12. Substitute Form W-9. Each tendering shareholder is required to provide the Depositary with a correct Taxpayer Identification Number ("TIN") on the Substitute Form W-9 which is provided under "Important Tax Information" below, and to certify, under penalties of perjury, that such number is correct and that such shareholder is not subject to backup withholding of federal income tax. If a tendering shareholder has been notified by the Internal Revenue Service that such shareholder is subject to backup withholding, such shareholder must cross out item (2) of the Certification box of the Substitute Form W-9, unless such shareholder has since been notified by the Internal Revenue Service that such shareholder is no longer subject to backup withholding. Failure to provide the information on the Substitute Form W-9 may subject the tendering shareholder to 31% federal income tax withholding on the payment of the Purchase Price of all Shares purchased from such shareholder. If the tendering shareholder has not been issued a TIN and has applied for one or intends to apply for one in the near future, such shareholder should check the box next to "Awaiting TIN" in Part 3 of the Substitute Form W-9 and sign and date the "Certificate of Awaiting Taxpayer Identification Number." If the box in Part 3 of Substitute Form W-9 is checked and the Depositary is not provided with a TIN within 60 days, the Depositary will withhold 31% on all payments of the Purchase Price to such shareholder until a TIN is provided to the Depositary. 10 13. Withholding on Foreign Shareholders. The Depositary will withhold federal income taxes equal to 30% of the gross payments payable to a foreign shareholder unless the Depositary determines that a reduced rate of withholding or an exemption from withholding is applicable. For this purpose, a foreign shareholder is any shareholder that is not (i) a citizen or resident of the United States, (ii) a corporation, partnership or other entity created or organized in or under the laws of the United States or any political subdivision thereof, (iii) any estate the income of which is subject to United States federal income taxation regardless of the source of such income, or (iv) a trust if (x) a court within the United States is able to exercise primary supervision over the administration of the trust and (y) one or more United States persons have authority to control all substantial decisions of the trust. The Depositary will determine a shareholder's status as a foreign shareholder and eligibility for a reduced rate of, or an exemption from, withholding by reference to the shareholder's address and to any outstanding forms, certificates or statements concerning eligibility for a reduced rate of, or exemption from, withholding unless facts and circumstances indicate that reliance is not warranted. A foreign shareholder who has not previously submitted the appropriate certificates or statements with respect to a reduced rate of, or exemption from, withholding for which such shareholder may be eligible should consider doing so in order to avoid overwithholding. A foreign shareholder may be eligible to obtain a refund of tax withheld if such shareholder meets one of the three tests for capital gain or loss treatment described in Section 14 of the Offer to Purchase or is otherwise able to establish that no tax or a reduced amount of tax was due. 14. Order of Purchase in Event of Proration. As described in Section 1 of the Offer to Purchase, shareholders may designate the order in which their Shares are to be purchased in the event of proration. The order of purchase may have an effect on the federal income tax classification of any gain or loss on the Shares purchased. See Section 1 of the Offer to Purchase. IMPORTANT: THIS LETTER OF TRANSMITTAL (OR FACSIMILE HEREOF), PROPERLY COMPLETED AND DULY EXECUTED (TOGETHER WITH ANY REQUIRED SIGNATURE GUARANTEES AND SHARE CERTIFICATES, OR CONFIRMATION OF BOOK-ENTRY TRANSFER, AND ALL OTHER REQUIRED DOCUMENTS), OR A PROPERLY COMPLETED AND DULY EXECUTED NOTICE OF GUARANTEED DELIVERY, MUST BE RECEIVED BY THE DEPOSITARY ON OR PRIOR TO THE EXPIRATION DATE (AS DEFINED IN THE OFFER TO PURCHASE). SHAREHOLDERS ARE ENCOURAGED TO COMPLETE AND RETURN THE SUBSTITUTE FORM W-9 BELOW. 11 IMPORTANT TAX INFORMATION Under the federal income tax law, a shareholder whose tendered Shares are accepted for payment is required by law to provide the Depositary (as payer) with such shareholder's correct TIN on Substitute Form W-9 below. If such shareholder is an individual, the TIN is such shareholder's social security number. If the Depositary is not provided with the correct TIN, the shareholder may be subject to a $50 penalty imposed by the Internal Revenue Service. In addition, payments that are made to such shareholder with respect to Shares purchased pursuant to the Offer may be subject to backup withholding of 31%. Certain shareholders (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. In order for a foreign individual to qualify as an exempt recipient, such individual must submit a statement, signed under penalties of perjury, attesting to such individual's exempt status. Forms of such statements can be obtained from the Depositary. See the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 for additional instructions. If backup withholding applies, the Depositary is required to withhold 31% of any payments made to the shareholder. Backup withholding is not an additional tax. Rather, the tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained from the Internal Revenue Service. Purpose of Substitute Form W-9 To prevent backup withholding on payments that are made to a shareholder with respect to Shares purchased pursuant to the Offer, the shareholder is required to notify the Depositary of such shareholder's correct TIN by completing the form below certifying (a) that the TIN provided on Substitute Form W-9 is correct (or that such shareholder is awaiting a TIN) and (b) that (i) such shareholder has not been notified by the Internal Revenue Service that such shareholder is subject to backup withholding as a result of a failure to report all interest or dividends or (ii) the Internal Revenue Service has notified such shareholder that such shareholder is no longer subject to backup withholding. What Number to Give the Depositary The shareholder is required to give the Depositary the social security number or employer identification number of the record holder of the Shares tendered hereby. If the Shares are in more than one name or are not in the name of the actual owner, consult the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 for additional guidance on which number to report. If the tendering shareholder has not been issued a TIN and has applied for a number or intends to apply for a number in the near future, the shareholder should check the box next to "Awaiting TIN" in Part 3 and sign and date the "Certificate of Awaiting Taxpayer Identification Number." If the box in Part 3 of Substitute Form W-9 is checked and the Depositary is not provided with a TIN within 60 days, the Depositary will withhold 31% of all payments of the Purchase Price to such shareholder until a TIN is provided to the Depositary. 12 PAYER'S NAME: Part 1--PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND ---------------------- CERTIFY BY SIGNING AND Social Security Number DATING BELOW. OR SUBSTITUTE Form W-9 Department of the Treasury ---------------------- Internal Employer Identification Revenue Number Service -------------------------------------------------------- Part 2--Certification--UNDER PENALTIES OF PERJURY, I CERTIFY THAT: Payer's Request (1) The number shown on this form is my correct for Taxpayer Taxpayer Identification Number (or I am waiting Identification for a number to be issued to me), and Number (TIN) -------------------------------------------------------- (2) I am not subject to backup withholding either because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (the "IRS") that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding. -------------------------------------------------------- Part 3--Awaiting TIN [_] -------------------------------------------------------- Certification Instructions--You must cross out item (2) above if you have been notified by the IRS that you are subject to backup withholding because of under-reporting interest or dividends on your tax return. However, if after being notified by the IRS that you are subject to backup withholding, you received another notification from the IRS that you are no longer subject to backup withholding, do not cross out item (2). THE INTERNAL REVENUE SERVICE DOES NOT REQUIRE YOUR CONSENT TO ANY PROVISION OF THIS DOCUMENT OTHER THAN THE CERTIFICATIONS REQUIRED TO AVOID BACKUP WITHHOLDING. Signature Date Name (Please Print) _________________________________ Address (Please Print) ______________________________ NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS. YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3 OF THE SUBSTITUTE FORM W-9. CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (1) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office or (2) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number by the time of payment, 31% of all reportable payments made to me will be withheld, but that such amounts will be refunded to me if I then provide a Taxpayer Identification Number within sixty (60) days. Signature ____________________________________________________________Date: Name (Please Print) ________________________________________________________ Address (Please Print) _____________________________________________________ 13 The Information Agent for the Offer is: MORROW & CO., INC. 445 Park Avenue 5th Floor New York, NY 10022 Call Collect: (212)754-8000 Toll Free: (800) 566-9061 Bankers and Brokerage Firms, Please Call: (800) 662-5200 Shareholders, Please Call: (800) 566-9061 The Dealer Manager for the Offer is: CIBC WORLD MARKETS CORP. One World Financial Center New York, NY 10281 (212) 667-7000 EX-99.(A)(3) 4 NOTICE OF GUARANTEED DELIVERY EXHIBIT 99.(A)(3) Notice of Guaranteed Delivery for Tender of Shares of Common Stock of GBC Bancorp This Notice of Guaranteed Delivery, or one substantially in the form hereof, must be used to accept the Offer (as defined below) if: (i) certificates ("Share Certificates") evidencing shares of common stock, no par value, of GBC Bancorp, a California corporation, are not immediately available, (ii) Share Certificates and all other required documents cannot be delivered to IBJ Whitehall Bank & Trust Company, as Depositary (the "Depositary"), prior to the Expiration Date (as defined in Section 1 of the Offer to Purchase (as defined below)) or (iii) the procedure for delivery by book-entry transfer cannot be completed on a timely basis. This Notice of Guaranteed Delivery may be delivered by hand, overnight courier or mail to the Depositary. See Section 3 of the Offer to Purchase. The Depositary for the Offer is: IBJ WHITEHALL BANK & TRUST COMPANY By First Class or Express Mail: By Hand or Overnight Delivery: IBJ Whitehall Bank & Trust Company IBJ Whitehall Bank & Trust Company P.O. Box 84 One State Street Bowling Green Station New York, NY 10004 New York, NY 10274-0084 Attn.: Securities Processing Window, Attn.: Reorganization Operations Subcellar One (SC-1)
Telephone Number: (212) 858-2103 Facsimile Transmission: (212) 858-2611 To Confirm Receipt of Notice of Guaranteed Delivery and Facsimile Transmission (212) 858-2103 DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. This form is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an "Eligible Institution" under the instructions thereto, such signature guarantee must appear in the applicable space provided in the signature box on the Letter of Transmittal. Ladies and Gentlemen: The undersigned hereby tenders to GBC Bancorp, a California corporation (the "Company"), upon the terms and subject to the conditions set forth in the Offer to Purchase dated June 16, 1999 (the "Offer to Purchase") and the related Letter of Transmittal (which together, as from time to time amended, constitute the "Offer"), receipt of each of which is hereby acknowledged, shares of common stock, no par value, of the Company (the "Shares") pursuant to the guaranteed delivery procedures described in Section 3 of the Offer to Purchase. PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED - ------------------------------------------------------------------------------- IF SHARES ARE BEING TENDERED AT MORE THAN ONE PRICE, USE A SEPARATE NOTICE OF GUARANTEED DELIVERY FOR EACH PRICE SPECIFIED. - ------------------------------------------------------------------------------- CHECK ONLY ONE BOX. IF MORE THAN ONE BOX IS CHECKED, OR IF NO BOX IS CHECKED (EXCEPT AS PROVIDED IN THE ODD LOTS INSTRUCTIONS), THERE IS NO PROPER TENDER OF SHARES. - ------------------------------------------------------------------------------- [_] 18.00 [_] 19.00 [_] 20.00 [_] 21.00 [_] 22.00 - --------------------------------------------------------------------------- [_] 18.25 [_] 19.25 [_] 20.25 [_] 21.25 - --------------------------------------------------------------------------- [_] 18.50 [_] 19.50 [_] 20.50 [_] 21.50 - --------------------------------------------------------------------------- [_] 18.75 [_] 19.75 [_] 20.75 [_] 21.75
ODD LOTS To be completed ONLY if Shares are being tendered by or on behalf of a person owning beneficially, as of the close of business on June 11, 1999, and who continues to own beneficially as of the Expiration Date, an aggregate of less than 100 Shares. The undersigned either (check one box): [_]was the beneficial owner, as of the close of business on June 11, 1999, of an aggregate of less than 100 Shares, all of which are being tendered, or [_]is a broker, dealer, commercial bank, trust company or other nominee which: (a) is tendering, for the beneficial owners thereof, Shares with respect to which it is the record owner, and (b) believes, based upon representations made to it by such beneficial owners, that each such person was the beneficial owner, as of the close of business on June 11, 1999, of an aggregate of less than 100 Shares and is tendering all of such Shares. If you do not wish to specify a purchase price, check the following box, in which case you will be deemed to have tendered at the Purchase Price determined by the Company in accordance with the terms of the Offer (persons checking this box need not indicate the price per Share in the box entitled "Price (in Dollars) Per Share at Which Shares Are Being Tendered"). [ ] 2 PLEASE TYPE OR PRINT SIGN HERE: ----------------------------------- ------------------------------------- ----------------------------------- ------------------------------------- (Name(s)) ----------------------------------- Date: _______________________________ (Certificate Number(s) (If Available)) If Shares will be delivered by book- ----------------------------------- entry transfer, give the Depository (Address(es)) Trust Company Account Number: _______ ----------------------------------- (Area Code and Telephone Number) GUARANTEE (Not to be used for Signature Guarantee) The undersigned, a firm which is a member of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc. or a commercial bank or trust company having an office, branch or agency in the United States which is a member of one of the Stock Transfer Association's approved medallion programs (such as the Securities Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion Program) (each, an "Eligible Institution"), hereby (i) guarantees to deliver to the Depositary, at one of its addresses set forth above, Share Certificates evidencing the Shares tendered hereby, in proper form for transfer, or confirmation of the book-entry transfer of such Shares into the Depositary's account at The Depository Trust Company (pursuant to the procedures set forth in Section 3 of the Offer to Purchase), together with a properly completed delivery of a Letter of Transmittal (or facsimile thereof) properly completed and duly executed, with any required signature guarantees and/or any other documents required by the Letter of Transmittal, all within three Nasdaq National Market trading days, (ii) represents that the undersigned has a net long position in Shares or equivalent securities at least equal to the Shares tendered within the meaning of Rule 14e-4 promulgated under the Securities Exchange Act of 1934, as amended, and (iii) represents that such tender of Shares complies with Rule 14e-4. (Name of Firm) ____________________________________________________________ --------------------------------------------------------------------------- (Authorized Signature) (Address) _________________________________________________________________ (Include Zip Code) (Title) ___________________________________________________________________ Name: _____________________________________________________________________ (Area Code and Telephone Number) __________________________________________ Dated: ____________________________________________________________________ NOTE: DO NOT SEND SHARE CERTIFICATES WITH THIS NOTICE. SHARE CERTIFICATES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL. 3 EX-99.(A)(4) 5 LETTER TO BROKERS, DEALERS AND COMMERCIAL BANKS EXHIBIT 99.(A)(4) GBC BANCORP Offer to Purchase for Cash Up to 2,000,000 Shares of its Common Stock at a Purchase Price not Greater than $22 Nor Less Than $18 Per Share June 16, 1999 To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees: GBC Bancorp, a California corporation (the "Company"), is making an offer to purchase for cash up to 2,000,000 shares of its common stock, no par value (the "Shares"), at prices not greater than $22 nor less than $18 per Share and upon the terms and subject to the conditions set forth in the Offer to Purchase dated June 16, 1999 and in the related Letter of Transmittal (which together constitute the "Offer"). We enclose the materials listed below relating to the Offer. The Company will determine a single per Share price (not greater than $22 nor less than $18 per Share) (the "Purchase Price") that it will pay for Shares validly tendered pursuant to the Offer, taking into account the number of Shares so tendered and the prices specified by tendering shareholders. The Company will select the Purchase Price which will allow it to buy 2,000,000 Shares (or such lesser number of Shares as are validly tendered at prices not greater than $22 nor less than $18 per Share) pursuant to the Offer. All Shares validly tendered at prices at or below the Purchase Price will be purchased at the Purchase Price, net to the seller in cash, upon the terms and subject to the conditions of the Offer, including the proration terms thereof. See Section 1 of the Offer to Purchase. If, prior to the Expiration Date, more than 2,000,000 Shares (or such greater number of Shares as the Company may elect to purchase) are validly tendered, the Company will, upon the terms and subject to the conditions of the Offer, accept Shares for purchase first from Odd Lot Owners (as defined in Section 2 of the Offer to Purchase) who validly tender all of their Shares at or below the Purchase Price and then on a pro rata basis, if necessary, from all other shareholders whose Shares are validly tendered at or below the Purchase Price. The Offer is not conditioned upon any minimum number of Shares being tendered. The Offer is, however, subject to certain other conditions set forth in the Offer. See Section 6 of the Offer to Purchase. WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON WEDNESDAY, JULY 14, 1999, UNLESS THE OFFER IS EXTENDED. For your information and for forwarding to your clients for whom you hold Shares registered in your name or in the name of your nominee, we are enclosing the following documents: 1. Offer to Purchase, dated June 16, 1999; 2. Letter to Clients which may be sent to your clients for whose accounts you hold Shares registered in your name or in the name of your nominee, with space provided for obtaining such clients' instructions with regard to the Offer; 3. Letter, dated June 16, 1999, from Li-Pei Wu, Chairman of the Board and Chief Executive Officer of the Company, to shareholders of the Company; 4. Letter of Transmittal for your use and for the information of your clients (together with accompanying Substitute Form W-9 guidelines); 5. Notice of Guaranteed Delivery to be used to accept the Offer if certificates for Shares are not immediately available, or if the procedure for book-entry transfer cannot be completed on a timely basis; and 6. Return envelope addressed to IBJ Whitehall Bank & Trust Company, the Depositary. No fees or commissions will be payable to brokers, dealers or any other persons for soliciting tenders of Shares pursuant to the Offer (other than the fee payable to CIBC World Markets Corp., the Dealer Manager). The Company will, however, upon request, reimburse you for customary mailing and handling expenses incurred by you in forwarding any of the enclosed materials to the beneficial owners of Shares held by you as a nominee or in a fiduciary capacity. The Company will pay or cause to be paid any stock transfer taxes on its purchase of Shares, except as otherwise provided in Instruction 7 of the Letter of Transmittal. In order to take advantage of the Offer, a duly executed and properly completed Letter of Transmittal and any other required documents should be sent to the Depositary with either certificate(s) representing the tendered Shares or confirmation of their book-entry transfer, all in accordance with the instructions set forth in the Letter of Transmittal and the Offer to Purchase. As described in Section 3 of the Offer to Purchase, tenders may be made without the concurrent deposit of stock certificates or concurrent compliance with the procedure for book-entry transfer, if such tenders are made by or through a broker or dealer which is a member firm of a registered national securities exchange or the National Association of Securities Dealers, Inc. or a commercial bank or trust company having an office, branch or agency in the United States which is a member of one of the Stock Transfer Association's approved medallion programs (such as the Securities Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion Program). Certificates for Shares so tendered (or a confirmation of a book-entry transfer of such Shares into the Depositary's account at the "Book-Entry Transfer Facility," as described in the Offer to Purchase), together with a properly completed and duly executed Letter of Transmittal and any other documents required by the Letter of Transmittal, must be received by the Depositary within three Nasdaq National Market trading days after timely receipt by the Depositary of a properly completed and duly executed Notice of Guaranteed Delivery. Any inquiries you may have with respect to the Offer should be addressed to the Information Agent at its address and telephone number set forth on the back cover page of the Offer to Purchase. Additional copies of the enclosed material may also be obtained from the Information Agent. Very truly yours, GBC BANCORP NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU THE AGENT OF THE COMPANY, THE DEALER MANAGER, THE INFORMATION AGENT OR THE DEPOSITARY, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN THE ENCLOSED DOCUMENTS AND THE STATEMENTS CONTAINED THEREIN. 2 EX-99.(A)(5) 6 LETTER TO CLIENTS FOR USE BY BROKERS EXHIBIT 99.(A)(5) GBC Bancorp Offer to Purchase for Cash Up to 2,000,000 Shares of its Common Stock at a Purchase Price not Greater than $22 Nor Less Than $18 Per Share June 16, 1999 To Our Clients: Enclosed for your consideration are the Offer to Purchase, dated June 16, 1999, and the related Letter of Transmittal (which together constitute the "Offer"), in connection with the Offer by GBC Bancorp, a California corporation (the "Company"), to purchase for cash up to 2,000,000 shares of its common stock, no par value (the "Shares"), at prices not greater than $22 nor less than $18 per Share, upon the terms and subject to the conditions of the Offer. Also enclosed herewith is certain other material related to the Offer, including a letter, dated June 16, 1999, from Li-Pei Wu, Chairman of the Board and Chief Executive Officer of the Company, to shareholders of the Company. The Company will determine a single per Share price (not greater than $22 nor less than $18 per Share) (the "Purchase Price") that it will pay for Shares validly tendered pursuant to the Offer, taking into account the number of Shares so tendered and the prices specified by tendering shareholders. The Company will select the Purchase Price which will allow it to buy 2,000,000 Shares (or such lesser number of Shares as are validly tendered at prices not greater than $22 nor less than $18 per Share) pursuant to the Offer. All Shares validly tendered prior to the Expiration Date at prices at or below the Purchase Price will be purchased at the Purchase Price, net to the seller in cash, upon the terms and subject to the conditions of the Offer, including the proration terms thereof. The Company will return all other Shares, including Shares tendered at prices greater than the Purchase Price and Shares not purchased because of proration. See Section 1 of the Offer to Purchase. If, prior to the Expiration Date, more than 2,000,000 Shares (or such greater number of Shares as the Company may elect to purchase) are validly tendered, the Company will, upon the terms and subject to the conditions of the Offer, accept Shares for purchase first from Odd Lot Owners (as defined in Section 2 of the Offer to Purchase) who validly tender all of their Shares at or below the Purchase Price, and then on a pro rata basis, if necessary, from all other shareholders whose Shares are validly tendered at or below the Purchase Price. WE ARE THE HOLDER OF RECORD OF SHARES HELD FOR YOUR ACCOUNT. AS SUCH, WE ARE THE ONLY ONES WHO CAN TENDER YOUR SHARES, AND THEN ONLY PURSUANT TO THE INSTRUCTIONS YOU SET FORTH ON THE ATTACHED INSTRUCTION FORM. WE ARE SENDING YOU THE LETTER OF TRANSMITTAL FOR YOUR INFORMATION ONLY; YOU CANNOT USE IT TO TENDER SHARES WE HOLD FOR YOUR ACCOUNT. Please instruct us as to whether you wish us to tender any or all of the Shares we hold for your account on the terms and subject to the conditions of the Offer. We call your attention to the following: 1. You may tender Shares at prices (in multiples of $0.25) not greater than $22 nor less than $18 per Share, as indicated in the attached Instruction Form, net to you in cash. 2. The Offer is not conditioned upon any minimum number of Shares being tendered. The Offer is, however, subject to certain other conditions set forth in the Offer. 3. The Offer, proration period, and withdrawal rights will expire at 11:59 p.m., New York City time, on Wednesday, July 14, 1999, unless the Company extends the Offer. 4. The Offer is for up to 2,000,000 Shares, constituting approximately 16% of the Shares outstanding as of June 11, 1999. 5. Tendering shareholders will not be obligated to pay any brokerage commissions, solicitation fees or, subject to Instruction 7 of the Letter of Transmittal, stock transfer taxes on the Company's purchase of Shares pursuant to the Offer. 6. If you owned beneficially as of the close of business on June 11, 1999 an aggregate of less than 100 Shares, you instruct us to tender on your behalf all the Shares of which we are the holder of record at or below the Purchase Price before the expiration of the Offer and you check the appropriate space in the box captioned "Odd Lots" in the attached Instruction Form, the Company will accept all such Shares for purchase before proration, if any, of the purchase of other Shares tendered at or below the Purchase Price. 7. If you wish to tender portions of your Shares at different prices, you must complete a separate Instruction Form for each price at which you wish to tender each portion of your Shares. We must submit separate Letters of Transmittal on your behalf for each price you will accept. If you wish to have us tender any or all of your Shares, please so instruct us by completing, executing, and returning to us the attached Instruction Form. An envelope to return your Instruction Form to us is enclosed. If you authorize us to tender your Shares, we will tender all such Shares unless you specify otherwise on the attached Instruction Form. YOUR INSTRUCTION FORM SHOULD BE FORWARDED TO US IN AMPLE TIME TO PERMIT US TO SUBMIT A TENDER ON YOUR BEHALF ON OR BEFORE THE EXPIRATION OF THE OFFER. THE OFFER, PRORATION PERIOD, AND WITHDRAWAL RIGHTS EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON WEDNESDAY, JULY 14, 1999, UNLESS THE COMPANY EXTENDS THE OFFER. As described in Section 1 of the Offer to Purchase, if before the Expiration Date more than 2,000,000 Shares (or such greater number of Shares as the Company elects to purchase) are validly tendered at or below the Purchase Price, the Company will accept Shares for purchase at the Purchase Price in the following order of priority: (a) first, all Shares validly tendered at or below the Purchase Price prior to the Expiration Date by any Odd Lot Owner (as defined in Section 2 of the Offer to Purchase) who: (1) tenders all Shares beneficially owned by such Odd Lot Owner at or below the Purchase Price (partial tenders will not qualify for this preference); and (2) completes the section captioned "Odd Lots" on the Letter of Transmittal and, if applicable, on the Notice of Guaranteed Delivery; and (b) then, after purchase of all of the foregoing Shares, all other Shares validly tendered at or below the Purchase Price before the Expiration Date on a pro rata basis, if necessary (with adjustments to avoid purchases of fractional Shares). The Offer is not being made to, nor will the Company accept tenders from, holders of Shares in any jurisdiction in which the Offer or its acceptance would not comply with the securities or blue sky laws of such jurisdiction. The Company is not aware of any jurisdiction in which the making of the Offer or the tender of Shares would not be in compliance with the laws of such jurisdictions. However, the Company reserves the right to exclude holders in any jurisdiction in which it is asserted that the Offer cannot lawfully be made. So long as the Company makes a good faith effort to comply with any state law deemed applicable to the Offer, if it cannot do so, the Company believes that the exclusion of holders residing in such jurisdictions is permitted under Rule 13e-4(f)(9) promulgated under the Exchange Act. In any jurisdiction the securities or blue sky laws of which require the Offer to be made by a licensed broker or dealer, the Offer shall be deemed to be made on the Company's behalf by one or more registered brokers or dealers licensed under the laws of such jurisdiction. 2 Instruction Form With Respect to Offer to Purchase for Cash up to 2,000,000 Shares of Common Stock of GBC Bancorp At A Purchase Price Not Greater Than $22 Nor Less Than $18 Per Share The undersigned acknowledge(s) receipt of your letter, and the enclosed Offer to Purchase dated June 16, 1999 and related Letter of Transmittal (which together constitute the "Offer"), in connection with the offer by GBC Bancorp, a California corporation (the "Company"), to purchase for cash 2,000,000 shares of its common stock, no par value (the "Shares"), at prices not greater than $22 nor less than $18 per Share, upon the terms and subject to the conditions of the Offer. The Company will determine a single per Share price (not greater than $22 nor less than $18 per Share) (the "Purchase Price") that it will pay for the Shares validly tendered pursuant to the Offer, taking into account the number of Shares so tendered and the prices specified by tendering shareholders. The Company will select the Purchase Price which will allow it to buy 2,000,000 Shares (or such lesser number of Shares as are properly tendered at prices not greater than $22 nor less than $18 per Share) pursuant to the Offer. All Shares validly tendered at prices at or below the Purchase Price will be purchased at the Purchase Price, net to the seller in cash, upon the terms and subject to the conditions of the Offer, including the proration terms thereof. The Company will return all other Shares, including Shares tendered at prices greater than the Purchase Price and Shares not purchased because of proration. See Section 1 of the Offer to Purchase. [_]By checking this box, all Shares held by us for your account will be tendered. If less than all of the Shares are to be tendered, please check the box below and indicate the aggregate number of Shares to be tendered by us. [ ] Shares (1) -------- (1) Unless otherwise indicated, it will be assumed that all Shares held for the account of the undersigned are to be tendered. PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED IF SHARES ARE BEING TENDERED AT MORE THAN ONE PRICE, USE A SEPARATE INSTRUCTION FORM FOR EACH PRICE SPECIFIED. CHECK ONLY ONE BOX. IF MORE THAN ONE BOX IS CHECKED, OR IF NO BOX IS CHECKED (EXCEPT AS PROVIDED IN THE ODD LOTS INSTRUCTIONS BELOW), THERE IS NO PROPER TENDER OF SHARES. [_] 18.00 [_] 19.00 [_] 20.00 [_] 21.00 [_] 22.00 [_] 18.25 [_] 19.25 [_] 20.25 [_] 21.25 [_] 18.50 [_] 19.50 [_] 20.50 [_] 21.50 [_] 18.75 [_] 19.75 [_] 20.75 [_] 21.75
3 ODD LOTS [_]By checking this box, the undersigned represents that the undersigned owned beneficially, as of the close of business on June 11, 1999, an aggregate of less than 100 Shares, and is tendering or is instructing the applicable record holder(s) to tender all such Shares. [_]Check this box if you do not wish to specify a purchase price, in which case you will be deemed to have tendered at the Purchase Price determined by the Company in accordance with the terms of the Offer (persons checking this box need not indicate the price per Share in the box entitled "Price (in Dollars) Per Share at Which Shares Are Being Tendered"). SIGNATURE BOX Signature(s): __________________________________________________________ Dated: _________________________________________________________________ Name(s) and Address(es): _______________________________________________ (please print) Area Code and Telephone Number: ________________________________________ Taxpayer Identification or Social Security Number: _____________________ 4 EX-99.(A)(6) 7 W-9 GUIDELINES FOR CERTIFICATION OF TAXPAYER ID # EXHIBIT 99.(A)(6) GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 Guidelines for Determining the Proper Identification Number to Give the Payer. Social security numbers have nine digits separated by two hyphens: i.e. 000- 00-0000. Employer identification numbers have nine digits separated by only one hyphen: i.e. 00-0000000. The table below will help determine the number to give the payer.
- ---------------------------------------------------- ---------------------------------------------------------------------- Give the Give the EMPLOYER For this type of account: SOCIAL SECURITY For this type of account: IDENTIFICATION number of-- number of-- - ---------------------------------------------------- ---------------------------------------------------------------------- 1. An individual's account The individual 9. A valid trust, estate, The legal entity (do not furnish the or pension trust identifying number of the personal 2. Two or more individuals The actual owner of the representative or trustee unless the (joint account) account or, if combined legal entity itself is not designated in funds, any one of the the account title)(5) individuals(1) 10. Corporate account The corporation 3. Husband and wife (joint The actual owner of the account) account or, if joint 11. Religious, charitable, The organization funds, either person(1) or education organization account 4. Custodian account of a The minor(2) minor (Uniform Gift to 12. Partnership account The partnership Minors Act) held in the name of the business 5. Adult and minor (joint The Adult or, if the account) minor is the only 13. Association, club, The organization contributor, the or other tax-exempt minor(1) organization 6. Account in the name of The ward, minor, or 14. A broker or The broker or nominee guardian or committee incompetent person(3) registered nominee for a designated ward, minor, or incompetent 15. Account with the The public entity person Department of Agriculture in the 7. a. The usual revocable The grantor-trustee(1) name of a public savings trust account entity (such as a (grantor is also State or local trustee) government, school b. So-called trust The actual owner(1) district, or prison) account that is not a that receives legal or valid trust agricultural under State law program payments 8. Sole proprietorship The owner(4) account - ---------------------------------------------------- ----------------------------------------------------------------------
(1) List first and circle the name of the person whose number you furnish. (2) Circle the minor's name and furnish the minor's social security number. (3) Circle the ward's, minor's or incompetent person's name and furnish such person's social security number. (4) Show the name of the owner. (5) List first and circle the name of the legal trust, estate or pension trust. Note: If no name is circled when there is more than one name, the number will be considered to be that of the first name listed. GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER OF SUBSTITUTE FORM W-9 Page 2 Obtaining a Number If you don't have a taxpayer identification number or you don't know your number, obtain Form SS-5, Application for a Social Security Number Card, or Form SS-4, Application for Employer Identification Number, at the local office of the Social Security Administration or the Internal Revenue Service and apply for a number. Payees Exempt from Backup Withholding Payees specifically exempted from backup withholding on ALL payments include the following: . A corporation. . A financial institution. . An organization exempt from tax under section 501(a), or an individual retirement plan. . The United States or any agency or instrumentality thereof. . A State, the District of Columbia, a possession of the United States, or any subdivision or instrumentality thereof. . A foreign government, a political subdivision of a foreign government, or any agency or instrumentality thereof. . An international organization or any agency, or instrumentality thereof. . A registered dealer in securities or commodities registered in the U.S. or a possession of the U.S. . A real estate investment trust. . A common trust fund operated by a bank under section 584(a). . An exempt charitable remainder trust, or a non-exempt trust described in section 4947(a)(1). . An entity registered at all times under the Investment Company Act of 1940. . A foreign central bank of issue. Payments of dividends and patronage dividends not generally subject to backup withholding include the following: . Payments to nonresident aliens subject to withholding under section 1441. . Payments to partnerships not engaged in a trade or business in the U.S. and which have at least one nonresident partner. . Payments of patronage dividends where the amount received is not paid in money. . Payments made by certain foreign organizations. . Payments made to a nominee. Payments of interest not generally subject to backup withholding include the following: . Payments of interest on obligations issued by individuals. Note: You may be subject to backup withholding if this interest is $600 or more and is paid in the course of the payer's trade or business and you have not provided your correct taxpayer identification number to the payer. . Payments of tax-exempt interest (including exempt interest dividends under section 852). . Payments described in section 6049(b)(5) to nonresident aliens. . Payments on tax-free covenant bonds under section 1451. . Payments made by certain foreign organizations. . Payments made to a nominee. Exempt payees described above should file Form W-9 to avoid possible erroneous backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM, AND RETURN IT TO THE PAYER. IF THE PAYMENTS ARE INTEREST, DIVIDENDS, OR PATRONAGE DIVIDENDS, ALSO SIGN AND DATE THE FORM. Certain payments other than interest, dividends, and patronage dividends, that are not subject to information reporting are also not subject to backup withholding. For details, see the regulations under sections 6041, 6041A(a), 6045, and 6050A. Privacy Act Notice.--Section 6109 requires most recipients of dividend, interest, or other payments to give taxpayer identification numbers to payers who must report the payments to IRS. IRS uses the numbers for identification purposes. Payers must be given the numbers whether or not recipients are required to file tax returns. Beginning January 1, 1993, payers must generally withhold 31% of taxable interest, dividend, and certain other payments to a payee who does not furnish a taxpayer identification number to a payer. Certain penalties may also apply. Penalties (1) Penalty for Failure to Furnish Taxpayer Identification Number.-- If you fail to furnish your taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect. (2) Civil Penalty for False Information with Respect to Withholding.--If you make false statement with no reasonable basis which results in no imposition of backup withholding, you are subject to a penalty of $500. (3) Criminal Penalty for Falsifying Information.--Falsifying certifications or affirmations may subject you to criminal penalties including fines and/or im- prisonment. FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE. EX-99.(A)(7) 8 NEWS RELEASE ISSUED BY THE COMPANY ON 6/11/1999 EXHIBIT 99.(A)(7) GBC Bancorp Announces Dutch Auction Self-Tender Offer for Up to 2 Million Shares; Status of Non-Accrual Loan LOS ANGELES--(BUSINESS WIRE)--June 11, 1999--GBC Bancorp (Nasdaq:GBCB) today announced that its board of directors has authorized a Dutch Auction self-tender offer for up to 2 million shares of the company's common stock, representing approximately 16% of its outstanding shares. The tender price range will be from $18 to $22 per share. The company's shares closed trading on Thursday at $18. The tender offer will be subjected to various terms and conditions described in offering materials to be distributed to shareholders next week. The company indicated it would use cash on hand and if necessary, a dividend to the company from its subsidiary, General Bank, to purchase the shares. Under the terms of the Dutch Auction offer, shareholders will be given the opportunity to specify prices within the company's stated price range at which they are willing to tender their shares. Upon receipt of the tenders, the company will determine a final price that enables it to purchase up to the stated amount of shares from those shareholders who agreed to sell at or below the company-selected purchase price. All shares purchased will be at that determined price. If more than 2 million shares are tendered at or below the purchase price, there will be a proration. Li-Pei Wu, chairman and chief executive officer of the company, said, "We believe that our company's stock is undervalued at the present time, and that this repurchase is in the best interests of the company and is consistent with our long-term objective of increasing shareholder value." In addition, GBC Bancorp announced an update pertaining to a $12.6 million loan, which had been placed on non-accrual in November 1998. Subsequently, the borrower filed a Chapter 7 Bankruptcy. Recently, the bank has taken title to the real property collateral and is in negotiations to sell the property. While no transaction has been completed, it is hoped that a sale could be executed and closed early in the third quarter. It is also hoped that there will be no further material impact to earnings associated with this credit. GBC Bancorp is the parent company of General Bank, with total assets of $1.7 billion, operating 16 branches in California, as well as loan production offices in Seattle and New York. Certain statements contained herein, including, without limitation, statements containing the words "hoped," "anticipates," "expects" and words of similar import, constitute "forward-looking" statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following: general economics and business conditions in those areas in which the company operates; demographic changes; competition; fluctuations in interest rates; changes in business strategy or development plans; changes in governmental regulation; and credit quality. Given these uncertainties, undue reliance should not be placed on such forward-looking statements. The company disclaims any obligation to update any such factors or to publicly announce the results of any revisions to any of the forward-looking statements contained herein to reflect future events or developments. EX-99.(A)(8) 9 LETTER TO THE COMPANY'S SHAREHOLDERS FROM LI-PEI WU EXHIBIT 99.(A)(8) [LOGO OF GBC BANCORP] June 16, 1999 To Our Shareholders: We are pleased to inform you that GBC Bancorp is offering to purchase 2,000,000 shares (representing approximately 16% of the currently outstanding shares) of its common stock from its shareholders through a tender offer at prices not greater than $22 nor less than $18 per share. The Company is conducting the tender offer through a procedure commonly referred to as a "Dutch Auction." This procedure allows you to select the price within that price range at which you are willing to sell your shares to the Company. Based upon the number of shares tendered and the prices specified by the tendering shareholders, the Company will determine the single per share price within that price range that will allow it to buy 2,000,000 shares (or such lesser number of shares as are validly tendered). All of the shares that are validly tendered at prices at or below that purchase price will, subject to possible proration, be purchased at that purchase price, net to the selling shareholder. All other shares which have been tendered and not purchased will be returned to the shareholder. The tender offer is not conditioned on any minimum number of shares being tendered. The tender offer provides shareholders the opportunity to sell shares for cash without the usual transaction costs and, in the case of those holders who own less than 100 shares, without incurring any applicable odd lot discounts. The tender offer is explained in detail in the enclosed Offer to Purchase and Letter of Transmittal. If you wish to tender your shares, detailed instructions on how to tender shares are also in the enclosed materials. We encourage you to read these materials carefully before making any decision with respect to the tender offer. Neither the Company nor its Board of Directors makes any recommendation to any shareholder as to whether to tender or refrain from tendering shares. Please note that the tender offer is scheduled to expire at 11:59 p.m., New York City time, on Wednesday, July 14, 1999, unless extended by the Company. Questions regarding the tender offer may be directed to Morrow & Co., Inc., the Information Agent, at (800)566-9061. Sincerely, /s/ Li-Pei Wu Li-Pei Wu Chairman of the Board and Chief Executive Officer EX-99.(A)(9) 10 NEWS RELEASE ISSUED BY THE COMPANY ON 6/16/1999 EXHIBIT 99.(A)(9) GBC Bancorp Commences Dutch Auction Self-Tender Offer for Up to 2 Million Shares LOS ANGELES--(BUSINESS WIRE)--June 16, 1999--GBC Bancorp (Nasdaq:GBCB) today commenced its previously announced Dutch Auction self-tender offer for up to 2 million shares of the Company's common stock, representing approximately 16% of its outstanding shares. The tender price range is $18 to $22 per share. The tender offer is scheduled to expire at 11:59 p.m. ET on Wednesday, July 14, 1999 unless extended by the Company. The Company's shares closed trading on Thursday, June 10, 1999, prior to the announcement of the tender offer at $18 per share. The Company's shares closed yesterday at $19.88 per share. The tender offer is subject to various terms and conditions described in offering materials being distributed to shareholders today. The Company indicated it would use cash on hand, and, if necessary, a dividend to the Company from its subsidiary General Bank, to purchase the shares. Under the terms of the Dutch Auction offer, shareholders are being given the opportunity to specify prices within the Company's stated price range at which they are willing to tender their shares. Upon receipt of the tenders, the Company will determine a final price that enables it to purchase up to the stated amount of shares from those shareholders who agreed to sell at or below the Company-selected purchase price. All shares purchased will be at that determined price. If more than 2 million shares are tendered at or below the purchase price, there will be proration. Copies of the Offer to Purchase, Letter of Transmittal and other tender offer documents can be obtained by calling the Information Agent, Morrow & Co. Inc., at 800/662-5200. The Dealer Manager of the tender offer is CIBC World Markets Corp. GBC Bancorp is the parent company of General Bank, with total assets of $1.7 billion, operating 16 branches in California, as well as loan production offices in Seattle and New York City. -----END PRIVACY-ENHANCED MESSAGE-----