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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, 1996, 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 March 1, 1997: $18,475,000.
Indicate the number of shares outstanding of each of the registrant's classes
of common stock, as of March 1, 1997.
Title of Class: Common Stock, no par value Shares Outstanding: 1,016,598
Documents Incorporated by Reference* Incorporated Into:
1996 Annual Report to Shareholders Part II and IV
Definitive Proxy Statement for the 1997 Part III
Annual Meeting of Shareholders to be
filed by March 24, 1997.
* 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 - 13
Item 8 Financial Statements and Supplementary Data 14
Item 9 Changes in and Desagreements with Accountants on
Accounting and Financial Disclosure 14
PART III
Item 10 Directors and Executive Officers of
the Registrant 15
Item 11 Executive Compensation 15
Item 12 Security Ownership of Certain Beneficial
Owners and Management 15
Item 13 Certain Relationships and Related Transactions 15
PART IV
Item 13 Exhibits, Financial Statement Schedules and
Reports on Form 8-K 15
Signatures 16
Index to Exhibits 17
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. The Bank offers its clients 24 hour telephone access to their
accounts through a system called Telebanc, and PC banking access through a
system called PCBanc.
The Bank operates an SBA (Small Business Administration) lending department,
and also has a "Business Credit" department which provides asset based
(factoring)loans with assignment of receivable. Both of these areas of the
Bank add to the Corporations range of services to its clients.
The Corporation also operates, through its subsidiary, BWC Real Estate, a
joint venture brokerage service called "BWC Mortgage Services". This
brokerage division not only provides long term mortgage placement services for
the Bank's construction loan clients but for non-clients 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 represents the primary service area of Bank of Walnut
Creek and its branches, however, the service area also extends into Alameda
County and Solano County. Walnut Creek, California, is site of the
Corporation's main office and the Bank also operates offices in the cities of
Orinda, Danville, San Ramon and Pleasanton, California.
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, 1996, Bank of Walnut Creek employed 77 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 19 persons employed by the
joint venture BWC Mortgage Services either directly on as independent
contractors.
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.
On June 15, 1996 the Bank leased 2,240 square feet of office space located at
4030 Clipper Court, Fremont, California. A full service charter was approved,
however, at this time the facility is being used for the development of loans
to the surrounding business community.
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 27 of the Corporation's 1996
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
24 of the Corporation's 1996 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 24 through 27 of the 1996 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 1996 Annual Report to Shareholders which is incorporated herein by reference.
The following is an analysis of net interest earnings for the years ended December 31.
EARNING ASSETS 1996 1995
Interest Rates Interest Rates
Average Income/ Earned/ Average Income/ Earned/
Balance Expense Paid (1) Balance Expense Paid (1)
Federal Funds Sold $2,894,000 $153,654 5.31% $3,139,000 $181,000 5.77%
Other Short Term Investments 346,000 18,032 5.21 1,314,000 76,000 5.78
Investment Securities:
U.S. Treasury Securities 6,429,000 397,223 6.18 12,209,000 705,000 5.77
Securities of U.S.
Government Agencies 4,557,000 290,162 6.37 8,496,000 551,000 6.48
Obligations of States &
Political Subdivisions (1) 14,730,000 775,184 6.99 10,125,000 498,000 6.78
Loans (2) (3) (4) 112,356,000 11,603,864 10.33 89,518,000 9,480,000 10.59
TOTAL EARNING ASSETS $141,312,000 $13,238,119 9.53% $124,801,000 $11,491,000 9.36%
NONEARNING ASSETS 11,048,000 9,759,000
TOTAL $152,360,000 $134,560,000
ITEM 7. (continued)
LIABILITIES AND SHAREHOLDERS' EQUITY
1996 1995
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 $23,135,000 $381,316 1.65% $21,587,000 $402,000 1.86%
Money Market Accounts 30,590,000 879,158 2.87 34,756,000 1,041,000 3.00
Time 46,026,000 2,487,655 5.40 35,882,000 1,962,000 5.47
TOTAL 99,751,000 3,748,129 3.76 92,225,000 3,405,000 3.69
Funds Purchased 319,000 16,348 5.98 82,000 5,000 5.98
TOTAL INTEREST-BEARING
DEPOSITS AND BORROWINGS $100,070,000 $3,764,477 3.76 $92,307,000 $3,410,000 3.69
NONINTEREST-BEARING DEPOSITS 36,402,000 -- 28,347,000 --
OTHER LIABILITIES 1,318,000 -- 1,047,000 --
SHAREHOLDERS' EQUITY 14,570,000 -- 12,860,000 --
TOTAL $152,360,000 $134,561,000
NET INTEREST INCOME
AND NET INTEREST MARGIN
ON AVERAGE EARNING ASSETS $9,473,642 6.87% $8,081,000 6.34%
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 (1996 and 1995
Federal Statutory Rate - 34%).
(2) Nonaccrual loans of $29,000 and $181,000 as of December 31, 1996 and 1995 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 $697,000 and $546,000
in 1996 and 1995 respectively.
(4) Loan interest income includes loan origination fees of $886,000 and $691,000 in 1996
and 1995 respectively.
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 1996 and 1995, and between the years 1995 and 1994.
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 1996 total interest income increased $1,747,000 from 1995. All of this
increase was related to the increase in the volume of average earning assets
in 1996 as compared to 1995. Based on rates alone the increase in interest
income would have been 10% less, given constant volume levels between the
respective periods.
During 1996 total interest expense increased $354,000 from 1995. As with
interest income the increase was attributed to the growth in interest bearing
deposits between the respective periods. Based on rates alone the increase in
interest expense would have been 32% less, given constant volume levels
between the respective periods.
Based on a combination of the above factors affecting interest income and
interest expense, net interest income increased $1,393,000 during 1996 as
compared to 1995. Of this increase all was related to volume increases and
was actually reduced by approximately 5% based on rates.
During 1995 total interest income increased $1,818,000 from 1994. Of this
increase $618,000 or 34% was related to volume increases of interest earning
assets and $1,200,000 or 66% was related to rate changes.
During 1995 total interest expense increased $863,000 from 1994. Of this
increase $346,000 or 40% was related to volume increases in deposits and
$517,000 or 60% was related to rate changes.
The result of the above is that net interest income increased $955,000 during
1995 as compared to 1994. Net volume increases accounted for an increase of
$271,000 whereas net rate changes accounted for $684,000.
ANALYSIS OF CHANGES IN INTEREST INCOME AND EXPENSES
1996 over 1995 1995 over 1994
Volume Rate Total Volume Rate Total
Increases (Decreases) in Interest Income:
Federal Funds Sold ($14,000) ($14,000) ($28,000) ($64,000) $60,000 ($4,000)
Other Short Term Investments (53,000) (5,000) ($58,000) (14,000) 14,000 --
Investment Securities:
U.S. Treasury Secutities (346,000) 38,000 (308,000) 114,000 95,000 209,000
Securities of U.S. Government Agencies (253,000) (8,000) (261,000) 403,000 33,000 436,000
Obligations of State and
Political Subdivisions (1) 247,000 31,000 278,000 (45,000) 35,000 (10,000)
Loans 2,340,000 (216,000) 2,124,000 226,000 961,000 1,187,000
TOTAL INCREASE (DECREASE) 1,921,000 (174,000) 1,747,000 620,000 1,198,000 1,818,000
Increase (Decrease) in Interest Expense
Deposits:
Savings & NOW Accounts 26,000 (46,000) (20,000) 43,000 (37,000) 6,000
Money Market Accounts (122,000) (40,000) (162,000) (264,000) 92,000 (172,000)
Time Deposits 551,000 (26,000) 525,000 566,000 460,000 1,026,000
Federal Funds Purchased 13,000 (2,000) 11,000 1,000 2,000 3,000
TOTAL INCREASE (DECREASE) 468,000 (114,000) 354,000 346,000 517,000 863,000
Increase (Decrease) on Net Interest Income $1,453,000 ($60,000) $1,393,000 $274,000 $681,000 $955,000
(1) Amounts calculated on a fully taxable equivalent basis where appropriate.
INTEREST RATE SENSITIVITY
(in thousands except share and per share data)
Proper management of the rate sensitivity and maturities of assets and liabilities are required
to provide an optimum and stable net interest margin. Interest rate sensitivity spread management
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, 1996. Management believes that the sensitivity ratios
reflected in these schedules fall within acceptable ranges, and represent no undue interest 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, 1996
ASSETS:
Federal funds sold $0 $0 $0 $0 $0 $0
Investment securities $1,012 $966 $2,814 $12,940 $1,393 $19,125
Construction & real estate loans $43,817 $7,964 $6,679 $1,416 $699 $60,575
Commercial loans $43,733 $2,795 $1,069 $910 $63 $48,570
Consumer loans $26,169 $408 $855 $4,083 $111 $31,626
Interest-bearing assets $114,731 $12,133 $11,417 $19,349 $2,266 $159,896
Savings and Now accounts $25,189 $0 $0 $0 $0 $25,189
Money market accounts $29,561 $0 $0 $0 $0 $29,561
Time deposits <$100,000 $7,608 $9,427 $15,812 $1,320 $0 $34,167
Time deposits >$100,000 $10,460 $6,392 $7,823 $533 $0 $25,208
Interest-bearing liabilities $72,818 $15,819 $23,635 $1,853 $0 $114,125
Rate sensitive gap $41,913 ($3,686) ($12,218) $17,496 $2,266 $45,771
Cumulative rate sensitiveity gap $41,913 $38,227 $26,009 $43,505 $45,771 $91,542
Cumulative position to average
earning assets 26.21% 23.91% 16.27% 27.21% 28.63%
INVESTMENT SECURITIES
Information regarding the book value of investment securities as of December 31, 1996 and 1995 is set
forth in Note 2 on Page 12 of the Corporation's 1996 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, 1996. 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 Over Five Years Total
Amount Yield Amount Yield Amount Yield Amount Yield
U.S. Treasury Securities $3,501,000 6.25% $2,000,000 5.93% -- -- $5,501,000 6.13%
Obligations of U.S. Government
Agencies -- -- $1,500,000 6.6 -- -- $1,500,000 6.6
Obligations of State and
Political Subdivisions:
Tax-exempt* 1,281,000 6.27 7,323,000 6.39 $122,000 7.36 $8,726,000 6.38
Taxable -- -- 2,117,000 6.16 $1,270,000 6.31 $3,387,000 6.21
TOTAL $4,782,000 6.26% $12,940,000 6.31% $1,392,000 6.40% $19,114,000 6.30%
* Interest is exempt from Federal Income Taxes.
LOAN PORTFOLIO
Information regarding the loan portfolio of the Corporation as of December 31, 1996 and 1995
is set forth in Note 3 on page 13 of the Corporation's 1996 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, 1996.
LOANS WITH A MATURITY OF
One Year One to After Five
or Less Five Years Years Total
Real Estate Construction $39,064,000 -- -- $39,064,000
Commercial 36,291,000 $1,207,000 -- 37,498,000
Installment 26,636,000 5,470,000 $112,000 32,218,000
Real Estate Mortgages 29,527,000 1,335,000 1,129,000 31,991,000
TOTAL $131,518,000 $8,012,000 $1,241,000 $140,771,000
Loans with Fixed Interest Rates $3,340,000 $6,801,000 $1,241,000 $11,382,000
Loans with Floating Interest Rates 128,178,000 1,211,000 0 129,389,000
TOTAL $131,518,000 $8,012,000 $1,241,000 $140,771,000
ALLOWANCE FOR CREDIT LOSSES
Information regarding the analysis of the allowance for credit losses of the Corporation for
the years ended December 31, 1996, 1995 and 1994 is set forth in Note 4 on page 14 of the
Corporation's 1996 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.
1996 1995
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 $396,000 27.69% $247,000 21.14%
Commercial 733,000 34.50 490,000 33.04
Installment 297,000 22.47 298,000 30.58
Real Estate Mortgages 57,000 15.34 39,000 15.24
Unallocated 410,000 -- 454,000 --
TOTAL $1,893,000 100.00% $1,528,000 100.00%
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
1996 1995
Average Average
Balance Rates Balance Rates
Noninterest-Bearing Demand $36,402,000 -- $28,347,000 --
Savings and NOW Accounts 23,135,000 1.65% 21,587,000 1.86%
Money Market Accounts 30,590,000 2.87 34,756,000 3.00
Time Deposits 46,026,000 5.40 35,882,000 5.47
Total Deposits $136,153,000 2.75% $120,572,000 2.82%
Time Certificates in Amounts of $100,000 or More
December 31,
Time Remaining to Maturity 1996
Less than three months $10,460,000
Three to six months 6,392,000
Six to twelve months 7,823,000
More than twelve months 533,000
TOTAL $25,208,000
FINANCIAL RATIOS
The following table shows key financial ratios for the Corporation for
the years indicated.
Year Ended December 31,
1996 1995
Return on average assets 1.26% 1.20%
Return on average shareholders' equ 12.45% 11.75%
Cash dividend payout ratio 0.00% 0.00%
Average shareholders' equity as % of:
Average total assets 10.11% 10.18%
Average total deposits 11.38% 11.44%
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 23 of the Corporation's
1996 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 10, 11, 12
and 13 of Part III is furnished by way of incorporation by reference to
those sections of the Registrant's Proxy Statement for the 1997 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 24, 1997.
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 1996 Annual Report to Shareholders are incorporated by reference
into this report.
BWC FINANCIAL CORP. AND SUBSIDIARIES Page
Number*
Independent Public Accountants' Report 23
Independent Public Accountants' Report for the years
ended December 31, 1996 and 1995 is filed herewith 23
Consolidated Balance Sheets as of December 31, 1996 and 1995 6
Consolidated Statements of Income for the years ended
December 31, 1996, 1995 and 1994 7
Consolidated Statements of Shareholders' Equity for the
years ended December 31, 1996, 1995 and 1994 8
Consolidated Statements of Cash Flows for the years ended
December 31, 1996, 1995 and 1994 9
Notes to Consolidated Financial Statements 10 - 22
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 1996.
(C) Exhibits Filed:
See Index to Exhibits at page 17 of this Form 10-K.
*Refers to page number in the 1996 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
Executive Vice President and ________________
Leland E. Wines Chief Financial Officer
Director ________________
Tom Mantor
Director ________________
Richard G. Hill
Director ________________
Reynold C. Johnson III
Director ________________
Craig Lazzareschi
Director ________________
John F. Nohr
Director ________________
John L. Winther
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.
1996 Annual Report to Shareholders 13.1
Consents of Auditors:
Arthur Andersen LLP Consent dated March 3, 1997 24.1
Report of Independent Public Accountants:
Arthur Andersen LLP Report dated March 3, 1997 25.1