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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the fiscal year ended December 31, 1994, Commission file number 0-10658
BWC FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
California 94-2621001
(State of other jurisdiction of (I.R.S. Employee
incorporation or organization) Identification No.)
1400 Civic Drive, Walnut Creek, California 94596
(Address of principal executive office)
Registrant's telephone number, including area code: (510) 932-5353
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, no par value
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (229.405 of this chapter) is not contained herein, and will
not be contained, to the best of registrant's knowledge, in definitive proxy
or information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. [ ]
State the aggregate market value of the voting stock held by non-affiliates of
the registrant, as of February 10, 1994: $8,169,000.
Indicate the number of shares outstanding of each of the registrant's classes
of common stock, as of February 10, 1994.
Title of Class: Common Stock, no par value Shares Outstanding: 830,737.
Documents Incorporated by Reference* Incorporated Into:
1994 Annual Report to Shareholders Part II and IV
Definitive Proxy Statement for the 1995 Part III
Annual Meeting of Shareholders to be
filed by March 27, 1995.
* Only selected portions of the document specified are incorporated by
reference into this report, as more particularly described herein.
TABLE OF CONTENTS
PAGE
PART I
Item 1 Business 1
Item 2 Properties 3
Item 3 Legal Proceedings 3
Item 4 Submissions of Matters to a Vote of Shareholders 3
PART II
Item 5 Market for the Registrant's Common Stock and
Related Shareholder Matters 4
Item 6 Selected Financial Data 4
Item 7 Management's Discussion and Analysis of
Financial Condition and Results of Operations 5 - 15
Item 8 Financial Statements and Supplementary Data 16
PART III
Item 9 Directors and Executive Officers of
the Registrant 17
Item 10 Executive Compensation 17
Item 11 Security Ownership of Certain Beneficial
Owners and Management 17
Item 12 Certain Relationships and Related Transactions 17
PART IV
Item 13 Exhibits, Financial Statement Schedules and
Reports on Form 8-K 17
Signatures 18
Index to Exhibits 19
PART I
ITEM 1. BUSINESS
BWC Financial Corp. ("Corporation") is a bank holding company registered under
the Bank Holding Company Act of 1956, as amended. It is a holding company for
Bank of Walnut Creek, which was incorporated under the laws of the State of
California on November 26, 1979. Its principal office is located at 1400
Civic Drive, Walnut Creek, California 94596, and its telephone number is (510)
932-5353.
Bank of Walnut Creek has conducted the business of a commercial bank since
December 12, 1980. The Bank's primary focus is to engage in wholesale
commercial banking, serving small to middle-sized businesses, professionals,
high net worth individuals and general retail banking business. Rather than
concentrate on any specific industry, the Bank has solicited and attracted
customers from a wide variety of light manufacturing, wholesaling, retailing,
contracting, real estate development and service businesses, accountants,
physicians and dentists.
The Bank offers a full range of commercial banking services emphasizing the
banking needs of individuals, and the business and professional community in
Walnut Creek, California and surrounding areas of Contra Costa County. The
Bank accepts checking and savings deposits, makes construction loans, mortgage
real estate loans, commercial loans, and installment loans, and offers safe
deposit services, including oversize boxes for short-term storage. It sells
travelers checks, issues drafts, and offers other customary banking services.
The Bank offers its depositors a wide selection of deposit instruments
including money market accounts, NOW accounts, and time certificates of
deposit. Bank of Walnut Creek also offers an auto deposit pick-up service to
its professional and business clients. Automatic teller machines are
available at all bank locations, 24 hours a day, and are part of the EDS and
Cirrus networks with ATM access at locations throughout the United States and
Canada.
During 1994 the Bank established an SBA (Small Business Administration)
lending department, which adds to the Corporations range of services to its
clients. On September 1, 1994 the Corporation started a mortgage business
known as BWC Real Estate. This subsidiary entered into a joint venture with a
broker forming a brokerage service called "BWC Mortgage Services". This
brokerage service serves all areas serviced by the Bank subsidiary and
provides an outlet for not only the Bank's construction clients but for any
person(s) seeking long term mortgage financing. The long term financing is
placed through the most competitive mortgage investors available in the
market.
The Bank is not at this time authorized to conduct trust business and has no
present intention to apply to regulatory authorities to do so. Although the
Bank does not directly offer international banking services, the Bank does
make such services available to its customers through other financial
institutions with which the Bank has correspondent banking relations.
Service Area
Contra Costa County, with a population of 869,000, represents the general
service area of Bank of Walnut Creek and its branches. Walnut Creek,
California, the principal area served by Bank of Walnut Creek, has a
population of approximately 63,000. The Bank also serves surrounding areas,
mostly located within Contra Costa County and Almedia County.
In addition to its head office in Walnut Creek, California, the Bank operates
branch offices in the cities of Orinda, Danville, San Ramon and Pleasanton,
California.
The most recent office was opened on April 15, 1994 at 249 Main Street
Pleasanton, California. The principal area served by this office is
Pleasanton, with a population of approximately 55,000.
BWC Financial Corp. has no foreign or international activities or operations.
Competition
The banking business in the Bank's primary service area, consisting of Contra
Costa County, Southern Solano County, and Northern Alameda County, is highly
competitive with respect to both loans and deposits. The area is dominated by
the major California banks, all of which have multiple branch offices
throughout our defined service area. Additionally, there are many thrifts
representing most of the major thrift institutions operating in the California
market. There are also a number of other independent banks that are a source
of competition due to the similarity of the market served.
Among the advantages of major banks are their abilities to finance wide-
ranging advertising campaigns, to offer certain services (for example, trust
services) which are not offered directly by the Bank and to have substantially
higher legal lending limits due to their greater capitalizations. In addition
to major banks, some of the nation's largest savings and loan associations are
located in California and compete for mortgage business along with smaller
savings and loan associations.
Bank of Walnut Creek is in direct competition with all these financial
institutions. Management believes the Bank competes successfully with these
institutions because of sound management techniques and the flexibility to
adjust to changing economic situations. The dedication of founders,
directors, and bank personnel has been instrumental in the Bank's ability to
compete. The Bank is dedicated to providing personal attention to the
financial needs of businesses, professionals, and individuals in its service
area.
Employees
At December 31, 1994, Bank of Walnut Creek employed 60 people. At the present
time there are no employees directly employed by BWC Financial Corp. or by its
mortgage subsidiary BWC Real Estate. There are 4 persons employed by the
joint venture BWC Mortgage Services.
Supervision and Regulation
As a California state-licensed bank, the Bank is subject to regulation,
supervision and periodic examination by the California State Banking
Department. The Bank is also subject to regulation, supervision, and periodic
examination by the Federal Deposit Insurance Corporation (the "FDIC"). The
Bank is not a member of the Federal Reserve System, but is nevertheless
subject to certain regulations of the Board of Governors of the Federal
Reserve System. As a state bank, the Bank's deposits are insured by the FDIC
to the maximum amount permitted by law, which is currently $100,000.
The regulations of those state and federal bank regulatory agencies govern
most aspects of the Bank's business and operations, including, but not limited
to, requiring the maintenance of non-interest bearing reserves on deposits,
limiting the nature and amount of investments and loans which may be made,
regulating the issuance of securities, restricting the payment of dividends,
regulating bank expansion and bank activities, including real estate
development activities and determining characteristics of certain deposit
accounts.
ITEM 2. PROPERTIES
The principal office of the Bank of Walnut Creek is located at 1400 Civic
Drive, in the financial district of downtown Walnut Creek. The premises are
located in a modern building of which the Bank has leased approximately 11,917
square feet.
BWC Financial Corp. shares common quarters with Bank of Walnut Creek in its
principal office.
On September 24, 1982, a branch office was opened at 224 Brookwood Road,
Orinda, California. The branch serves the Orinda area. The premises are
located in a remodeled building of approximately 320 square feet.
On November 12, 1985, a branch office was opened at 3130 Crow Canyon Place,
San Ramon, California. The branch serves the San Ramon area. The premises
are located in a modern building of which the Bank has leased approximately
3,375 square feet.
On June 8, 1990, the Bank leased 2263 square feet of office space located at
424 Hartz Avenue, Danville, California, to house the Bank's Danville office,
serving the community of Danville.
On January 6, 1994 the Bank leased 3880 square feet of office space located at
249 Main Street, Pleasanton, California to house the Bank's Pleasanton office,
serving the community of Pleasanton.
ITEM 3. LEGAL PROCEEDINGS
At this time there are no pending or threatened legal proceedings to which the
Corporation is a party or to which any of the Corporation's properties are
subject.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SHAREHOLDERS
None
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SHAREHOLDER
MATTERS.
The information required to be furnished pursuant to this item is set forth
under the caption "Common Stock Prices" on page 23 of the Corporation's 1994
Annual Report to Shareholders and is incorporated herein by reference.
ITEM 6. SELECTED FINANCIAL DATA
The information required to be furnished pursuant to this item is set forth
under the caption "Management's Discussion and Analysis of Operations" on page
20 of the Corporation's 1994 Annual Report to Shareholders and is incorporated
herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
For management's discussion and analysis of financial condition and results of operations, see "Management's
Discussion and Analysis of Operations" at pages 20 through 23 of the 1994 Annual Report to Shareholders which
is incorporated herein by reference. The following statistical disclosures should be read in conjunction with
the consolidated financial statements and notes thereto of the 1994 Annual Report to Shareholders which is
incorporatedherein by reference.
Distribution of Average Assets, Liabilities and Shareholders' Equity, Interest Rates and Interest Differential.
The following is an analysis of net earnings for the years ended December 31.
EARNING ASSETS 1994 1993
Interest Rates Interest Rates
Average Income/ Earned/ Average Income/ Earned/
Balance Expense Paid (1) Balance Expense Paid (1)
Federal Funds Sold $4,431,000 $185,000 4.18% $3,292,000 $95,000 2.88%
Other Short Term Investments 1,562,000 76,000 4.87
Investment Securities:
U.S. Treasury Securities 10,090,000 497,000 4.92 11,928,000 629,000 5.27
Securities of U.S.
Government Agencies 1,958,000 114,000 5.84 28,000 1,000 3.10
Obligations of States &
Political Subdivisions (1) 11,169,000 508,000 6.27 9,105,000 395,000 6.83
Loans (2) (3) (4) (5) 85,893,000 8,293,000 9.66 79,270,000 7,338,000 9.26
TOTAL EARNING ASSETS $115,103,000 $9,673,000 8.56% $103,623,000 $8,458,000 8.38%
NONEARNING ASSETS 9,231,000 9,903,000
TOTAL $124,334,000 $113,526,000
Note: Minor rate differences from a straight division of interest by average assets are due to the rounding of average
balances.
(1) Amounts calculated on a fully Tax-Equivalent Basis where appropriate (1994 and 1993 Federal Statutory Rate - 34%).
(2) Nonaccrual loans of $533,000 and $755,000 as of December 31, 1994 and 1993 have been included in the average
loan balance. Interest income is included on nonaccrual loans only to the extent to which cash payments have
been received.
(3) Average loans are net of average deferred loan origination fees of $435,000 and $468,000 in 1994 and 1993
respectively.
(4) Loan interest income includes loan origination fees of $830,000 and $1,050,000 in 1994 and 1993 respectively.
ITEM 7. (continued)
LIABILITIES AND SHAREHOLDERS' EQUITY
1994 1993
Interest Rates Interest Rates
Average Income/ Earned/ Average Income/ Earned/
Balance Expense Paid (1) Balance Expense Paid (1)
INTEREST-BEARING DEPOSITS:
Savings and NOW Accounts $19,984,000 $396,000 1.98% $14,906,000 $278,000 1.87%
Money Market Accounts 43,917,000 1,213,000 2.76 48,327,000 1,406,000 2.91
Time 23,718,000 936,000 3.95 18,267,000 647,000 3.54
TOTAL (6) 87,619,000 2,545,000 2.90 81,500,000 2,331,000 2.86
Funds Purchased 61,000 2,000 3.00 59,000 2,000 2.91
TOTAL INTEREST-BEARING
DEPOSITS AND BORROWINGS $87,680,000 $2,547,000 2.90 $81,559,000 $2,333,000 2.86
NONINTEREST-BEARING DEPOSITS 24,656,000 -- 20,696,000 --
OTHER LIABILITIES 552,000 -- 762,000 --
SHAREHOLDERS' EQUITY 11,446,000 -- 10,509,000 --
TOTAL $124,334,000 $113,526,000
NET INTEREST INCOME
AND NET INTEREST MARGIN
ON AVERAGE EARNING ASSETS $7,126,000 6.34% $6,125,000 6.13%
Note: Minor rate differences from a straight division of interest by average assets are due to the rounding of average
balances.
Change in Interest and Expense
Due to Volume Change and Rate Change
The following table provides pertinent information about interest income and
expense between the years 1994 and 1993, and between the years 1993 and 1992.
The change resulting primarily from growth in each asset or liability category
is expressed as a volume change. The change resulting primarily from changes in
rates is expressed as a rate change. The change attributed to both rate and
volume is allocated equally between both rate and volume changes.
During 1994 total interest income increased $1,215,000 from 1993. Of this
increase $640,000 or 53% was related to volume increases of interest earning
assets and $575,000 or 47% was related to increases in rates.
During 1994 total interest expense increased $214,000 from 1993. Of this
increase $196,000 or 92% was related to volume increases in deposits and
$18,000 or 8% was related to increases in rates.
The result of the above is that net interest income increased $1,001,000
during 1994 as compared to 1993. Net volume increases accounted for an
increase of $444,000 whereas net rate increases accounted for $557,000.
During 1993 total interest income increased $158,000 from 1992. Based on the
volume increases on interest earning assets, interest income would have
increased $948,000. However, this was reduced by $790,000 due to average
rate decreases during the respective periods. On the other hand, total
interest expense decreased $473,000. Based on volume increases on interest
bearing deposits, interest expense would have increased $271,000. However,
this was reduced by $744,000 due to average rate decreases in 1993 as
compared to 1992.
The result of the above is that net interest income increased $631,000 during
1993 as compared to 1992. Volume increases accounted for an increase of
$677,000 whereas rate decreases accounted for $46,000, resulting in a net
increase of $631,000.
ANALYSIS OF CHANGES IN INTEREST INCOME AND EXPENSES
1994 over 1993 1993 over 1992
Volume Rate Total Volume Rate Total
Increases (Decreases) in Interest Income
Federal Funds Sold $40,000 $50,000 $90,000 ($2,000) ($8,000) ($10,000)
Other Short Term Investments 38,000 38,000 76,000 -- -- --
Investment Securities:
U.S. Treasury Secutities (94,000) (38,000) (132,000) 123,000 (154,000) (31,000)
Securities of U.S. Government Agencies 86,000 27,000 113,000 (74,000) (30,000) (104,000)
Obligations of State and
Political Subdivisions (1) 120,000 (7,000) 113,000 168,000 (18,000) 150,000
Loans (2) 450,000 505,000 955,000 733,000 (580,000) 153,000
TOTAL INCREASE (DECREASE) 640,000 575,000 1,215,000 948,000 (790,000) 158,000
Increase (Decrease) in Interest Expense
Deposits:
Savings & NOW Accounts 114,000 4,000 118,000 85,000 (100,000) (15,000)
Money Market Accounts (125,000) (68,000) (193,000) 363,000 (400,000) (37,000)
Time Deposits 207,000 82,000 289,000 (178,000) (244,000) (422,000)
Federal Funds Purchased -- -- -- 1,000 -- 1,000
TOTAL INCREASE (DECREASE) (2) 196,000 18,000 214,000 271,000 (744,000) (473,000)
Increase (Decrease) on Net Interest Income $444,000 $557,000 $1,001,000 $677,000 ($46,000) $631,000
(1) Amounts calculated on a fully taxable equivalent basis where appropriate.
Volume changes are caused by differences in the level of earning assets and interest-bearing deposits. Rate changes
result from differences in yields earned on assets and rates paid on liabilities. Changes not solely attributable
to volumes or rates have been allocated equally between rate and volume.
INTEREST RATE SENSITIVITY
(in thousands except share and per share data)
Proper management of the rate sensitivity and maturities of assets and liabilities
stable net interest margin. Interest rate sensitivity spread management are required
to provide an optimum and is an important tool for achieving this objective and for
developing strategies and means to improve profitability. The schedules shown below
reflect the interest rate sensitivity position of the Corporation as of December 31,
1994 and 1993 respectively. Management believes that the sensitivity ratios reflected
in these schedules fall within acceptable ranges, and represent no undueinterest rate
risk to the future earnings prospects of the Corporation.
Interest Rate Sensitivity 3 3-6 12 1-5 Over 5
Repricing within: months months months years years Totals
December 31, 1994
ASSETS:
Federal funds sold $3,300 -- -- -- -- $3,300
Other short term invesements 3,018 -- -- -- -- 3,018
Investment securities 2,660 3,338 4,669 18,087 -- 28,754
Construction & real estate loa 21,093 5,570 4,240 406 745 32,054
Commercial loans 26,271 1,177 242 838 10 28,538
Consumer loans 25,870 123 261 846 217 27,317
Interest-bearing assets 82,212 10,208 9,412 20,177 972 122,981
Savings and Now accounts 24,681 -- -- -- -- 24,681
Money market accounts 37,062 -- -- -- -- 37,062
Time deposits <$100,000 4,864 5,560 4,129 2,309 -- 16,862
Time deposits >$100,000 6,074 3,009 4,079 865 -- 14,027
Interest-bearing liabilities 72,681 8,569 8,208 3,174 -- 92,632
Rate sensitive gap $9,531 $1,639 $1,204 $17,003 $972 $30,349
Cumulative rate sensitiveity g $9,531 $11,170 $12,374 $29,377 $30,349 $60,698
Cumulative position to average
earning assets 7.75% 9.08% 10.06% 23.89% 24.68%
Interest Rate Sensitivity (Con 3 3-6 12 1-5 Over 5
Repricing within: months months months years years Totals
December 31, 1993
ASSETS:
Federal funds sold $3,965 -- -- -- -- $3,965
Investment securities 835 3,541 6,719 11,779 100 22,974
Construction & real estate loa 23,986 4,675 4,456 260 529 33,906
Commercial loans 21,326 129 223 43 1,089 22,810
Consumer loans 23,578 213 322 1,255 250 25,618
Interest-bearing assets 73,690 8,558 11,720 13,337 1,968 109,273
Savings and Now accounts 17,692 -- -- -- -- 17,692
Money market accounts 45,050 -- -- -- -- 45,050
Time deposits <$100,000 5,039 2,906 2,190 774 -- 10,909
Time deposits >$100,000 4,875 1,737 547 -- -- 7,159
Interest-bearing liabilities 72,656 4,643 2,737 774 -- 80,810
Rate sensitive gap $1,034 $3,915 $8,983 $12,563 $1,968 $28,463
Cumulative rate sensitiveity g $1,034 $4,949 $13,932 $26,495 $28,463 $56,926
Cumulative position to average
earning assets 0.95% 4.53% 12.75% 24.25% 26.05%
INVESTMENT SECURITIES
Information regarding the book value of investment securities as of December 31, 1994 and 1993 is
set forth in Note 2 on Page 11 of the Corporation's 1994 Annual Report to Shareholders and is
incorporated herein by reference.
The following table is a summary of the relative maturities and yields on BWC Financial Corp.'s
investment securities as of December 31, 1994. Yields have been computed by dividing annual
interest income, adjusted for amortization of premium and accretion of discount, by book values
of the related securities.
Maturing
After One but Within
Within one Year Five Years Total
Amount Yield Amount Yield Amount Yield
U.S. Treasury Securities $2,969,000 3.99% $10,383,000 5.94% $13,352,000 5.10%
Obligations of U.S. Government
Agencies 1,389,000 5.62 $2,678,000 6.43 $4,067,000 6.15
Obligations of State and
Political Subdivisions:
Tax-exempt* 3,655,000 3.98 4,855,000 4.63 $8,510,000 4.35
Taxable 2,655,000 5.77 170,000 4.87 $2,825,000 5.72
TOTAL $10,668,000 4.64% $18,086,000 5.65% $28,754,000 5.09%
* Interest is exempt from Federal Income Taxes.
LOAN PORTFOLIO
Information regarding the loan portfolio of the Corporation as of December 31, 1994 and 1993
is set forth in Note 3 on page 12 of the Corporation's 1994 Annual Report to Shareholders
and is incorporated herein by reference.
Maturity Distribution and Interest Rate Sensitivity of Loans
The following table shows the maturity distribution and interest rate sensitivity of loans of the
Corporation on December 31, 1994.
LOANS WITH A MATURITY OF
One Year One to After Five
or Less Five Years Years Total
Real Estate Construction $17,904,000 -- -- $17,904,000
Commercial 11,710,000 $8,822,000 $8,006,000 28,538,000
Installment 2,933,000 1,582,000 22,802,000 27,317,000
Real Estate Mortgages 233,000 9,259,000 4,658,000 14,150,000
TOTAL $32,780,000 $19,663,000 $35,466,000 $87,909,000
Loans with Fixed Interest Rates $2,186,000 $1,984,000 $972,000 $5,142,000
Loans with Floating Interest Rates 30,594,000 17,679,000 34,494,000 82,767,000
TOTAL $32,780,000 $19,663,000 $35,466,000 $87,909,000
ALLOWANCE FOR CREDIT LOSSES
Information regarding the analysis of the allowance for credit losses of the Corporation
for the years ended December 31, 1994, 1993, and 1992 is set forth in Note 4 on page 13
of the Corporation's 1994 Annual Report to Shareholders and is incorporated herein by
reference.
Allocation of Allowance for Credit Losses is based upon estimates of potential credit losses
and is maintained at a level considered adequate to provide for losses that can be reasonable
anticipated. The allowance is increased by provisions charged to expense and reduced by net
charge-offs. Management continually evaluates the economic climate and other conditions to
determine the adequacy of the allowance. Ultimate losses may vary from current estimates.
1994 1993
Allocation Loans As A Allocation Loans As A
of Allowance Percent Of of Allowance Percent Of
Type of Loan Balance Total Loans Balance Total Loans
Real Estate Construction $237,000 20.37% $396,000 27.28%
Commercial 329,000 32.46 518,000 27.70
Installment 235,000 31.07 163,000 31.12
Real Estate Mortgages 35,000 16.10 106,000 13.90
Unallocated 662,000 -- 235,000 --
TOTAL $1,498,000 100.00% $1,418,000 100.00%
BWC Financial Corp. believes that any breakdown or allocation of the allowance into loan
categories lends an appearance of exactness which does not exist, in that the allowance
is utilized as a single unallocated reserve available for all loans and commitments to
extend credit. The allowance breakdown shown above should not be interpreted as an
indication of the specific amount or specific loan categories in which future charge-offs
may ultimately occur.
DEPOSITS
The following table shows daily average balances for the various classifications
of deposits for the periods indicated.
For the Year Ended December 31
1994 1993
Average Average
Balance Rates Balance Rates
Noninterest-Bearing Demand $24,656,000 -- $20,696,000 --
Savings and NOW Accounts 19,984,000 1.98% 14,906,000 1.86%
Money Market Accounts 43,917,000 2.76 48,327,000 2.91
Time Deposits 23,718,000 3.95 18,267,000 3.54
Total Deposits $112,275,000 2.27% $102,196,000 2.28%
Time Certificates in Amounts of $100,000 or More
December 31,
Time Remaining to Maturity 1994
Less than three months $6,074,000
Three to six months 3,009,000
Six to twelve months 4,079,000
More than twelve months 865,000
TOTAL $14,027,000
FINANCIAL RATIOS
The following table shows key financial ratios for the Corporation for the
years indicated.
Year Ended December 31,
1994 1993
Return on average assets 0.94% 0.75%
Return on average shareholders' equ 9.54% 7.39%
Cash dividend payout ratio 0.00% 0.00%
Average shareholders' equity as % of:
Average total assets 9.90% 10.09%
Average total deposits 10.96% 11.21%
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required to be furnished in this item is set forth in the
Consolidated Financial Statements on pages 6 through 19 of the Corporation's
1994 Annual Report to Shareholders and is incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
None
PART III
Pursuant to General Instruction G(3), the information in Items 9, 10, 11 and
12 of Part III is furnished by way of incorporation by reference to those
sections of the Registrant's Proxy Statement for the 1995 Annual Meeting of
Shareholders which contain the information required by Items 401, 402, 403,
404 and 405 of Regulation S-K. The Registrant intends to file a definitive
copy of such Proxy Statement, pursuant to Regulation 14A, by March 20, 1995.
PART IV
ITEM 13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(A) Documents Filed as Part of this Report
1. Financial Statements
The consolidated financial statements of BWC Financial Corp. and
subsidiary listed below and appearing at the indicated page number in
BWC's 1994 Annual Report to Shareholders are incorporated by reference
into this report.
BWC FINANCIAL CORP. AND SUBSIDIARIES Page Number*
Independent Public Accountants' Report 19
Independent Public Accountants' Report for the years
ended December 31, 1994 and 1993 is filed herewith 19
Consolidated Balance Sheets as of December 31, 1994 and 1993 6
Consolidated Statements of Income for the years ended
December 31, 1994, 1993 and 1992 7
Consolidated Statements of Shareholders' Equity for the
years ended December 31, 1994, 1993 and 1992 8
Consolidated Statements of Cash Flows for the years ended
December 31, 1994, 1993 and 1992 9
Notes to Consolidated Financial Statements 10 - 19
2. Financial Statement Schedules
All financial statement schedules have been omitted, as they are
inapplicable or the required information is included in the consolidated
financial statements or notes thereto.
(B) Reports on Form 8-K
No reports on form 8-K were filed by BWC Financial Corp. during the fourth
quarter of 1994.
(C) Exhibits Filed:
See Index to Exhibits at page 17 of this Form 10-K.
*Refers to page number in the 1994 Annual Report to Shareholders.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
BWC FINANCIAL CORP.
By
Leland E. Wines
Executive Vice President and Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the date indicated.
Signature Title Date
Chairman of the Board
James L. Ryan and Director 3/15/95
Executive Vice President and
Leland E. Wines Chief Financial Officer 3/15/95
Director
Tom Mantor 3/15/95
Director
Richard G. Hill 3/15/95
Director
Reynold C. Johnson III 3/15/95
Director
Craig Lazzareschi 3/15/95
Director
John F. Nohr 3/15/95
Director
John L. Winther 3/15/95
INDEX TO EXHIBITS
EXHIBIT EXHIBIT NUMBER
Articles of Incorporation and Amendments Refer to 10K filing
of March, 1994.
By-Laws Refer to 10K filing
of March, 1994.
1994 Annual Report to Shareholders 13.1
Consents of Auditors:
Arthur Andersen LLP Consent dated March 15, 1995 24.1
Report of Independent Public Accountants:
Arthur Andersen LLP Report dated March 15, 1995 25.1