Back to GetFilings.com
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, 1998, 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 offices)
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 15, 1999: $35,385,000.
Indicate the number of shares outstanding of each of the registrant's classes
of common stock, as of March 15, 1999.
Title of Class: Common Stock, no par value Shares Outstanding: 2,522,879
Documents Incorporated by Reference* Incorporated Into:
1998 Annual Report to Shareholders Part II and IV
Definitive Proxy Statement for the 1999 Part III
Annual Meeting of Shareholders to be
filed by March 22, 1999.
* 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 - 12
Item 8 Financial Statements and Supplementary Data 13
Item 9 Changes in and Desagreements with Accountants on
Accounting and Financial Disclosure 13
PART III
Item 10 Directors and Executive Officers of
the Registrant 14
Item 11 Executive Compensation 14
Item 12 Security Ownership of Certain Beneficial
Owners and Management 14
Item 13 Certain Relationships and Related Transactions 14
PART IV
Item 13 Exhibits, Financial Statement Schedules and
Reports on Form 8-K 14
Signatures 15
Index to Exhibits 16
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, ("Bank") 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
(925) 932-5353.
The Bank 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, leases, 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. The Bank 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
The primary service area of The Bank and its branches is Contra Costa County
and Alameda County with limited lending activity also in 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,
Pleasanton, Fremont and Livermore 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.
The Bank 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, 1998, The Bank employed 96 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 25 persons employed by the joint
venture BWC Mortgage Services either directly or 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 is located at 1400 Civic Drive, in the
financial district of downtown Walnut Creek. The Bank opened for business on
December 12, 1980 and its 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 The Bank in its principal
office.
On September 24, 1982, a branch office was opened at 224 Brookwood Road,
Orinda, California serving the Orinda area. The premises are located in a new
facility which was constructed on this site in 1994 with 2,186 square feet of
office space.
On November 12, 1985, a branch office was opened at 3130 Crow Canyon Place,
San Ramon, California serving the San Ramon area. The premises are located in
a modern building of which the Bank has leased approximately 3,375 square feet
of office space.
On June 8, 1990, a branch office was opened at 424 Hartz Avenue, Danville,
California serving the Danville area. The premises are located in a modern
building comprising 2,263 square feet of office space.
On April 15, 1994 a branch office was opened at 249 Main Street, Pleasanton,
California serving the Pleasanton area. The premises are located in a single
building containing 3,880 square feet of office space.
On June 15, 1996 a branch office was opened at 4030 Clipper Court, Fremont,
California serving the Fremont area. The premises are located in an office
park where the Bank leased 2,240 square feet of office space. 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.
On November 9, 1998 a branch office was opened at 1770 First Street in
Livermore, California serving the Livermore area. The premises are located in
a building comprising 1,100 square feet of office space. This is a temporary
location and a more permanent facility is being sought.
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 35 of the Corporation's 1998
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
31 of the Corporation's 1998 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 31 through 36 of the 1998 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 1998 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 1998 1997
Interest Rates Interest Rates
Average Income/ Earned/ Average Income/ Earned/
Balance Expense Paid (1) Balance Expense Paid (1)
Federal Funds Sold $7,825,000 $421,383 5.39% $6,867,000 $382,901 5.58%
Other Short Term Investments 4,075,000 218,448 5.36 881,000 48,124 5.46
Investment Securities:
U.S. Treasury Securities 10,617,000 636,752 6.00 8,930,000 548,267 6.14
Securities of U.S.
Government Agencies 21,919,000 1,333,073 6.08 8,653,000 561,987 6.49
Obligations of States &
Political Subdivisions (2) 21,968,000 1,180,327 6.55 12,408,000 667,707 7.01
Other Securities 910,000 51,987 5.71
Loans (3) (4) (5) 166,697,000 18,020,067 10.81 149,043,000 16,107,013 10.81
TOTAL EARNING ASSETS $234,011,000 $21,862,037 9.45% $186,782,000 $18,315,999 9.91%
NONEARNING ASSETS 14,105,000 13,380,000
TOTAL $248,116,000 $200,162,000
ITEM 7. (continued)
LIABILITIES AND SHAREHOLDERS' EQUITY
1998 1997
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 $32,522,000 $535,932 1.65% $26,410,000 $436,867 1.65%
Money Market Accounts 61,706,000 2,466,753 4.00 37,899,000 1,409,812 3.72
Time 70,534,000 3,767,981 5.34 69,874,000 3,919,781 5.61
TOTAL 164,762,000 6,770,666 4.11 134,183,000 5,766,460 4.30
Funds Purchased 85,000 3,792 4.46 69,000 3,377 4.92
TOTAL INTEREST-BEARING
DEPOSITS AND BORROWINGS $164,847,000 $6,774,458 4.11 $134,252,000 $5,769,837 4.30
NONINTEREST-BEARING DEPOSITS 59,098,000 -- 47,081,000 --
OTHER LIABILITIES 2,248,000 -- 1,062,000 --
SHAREHOLDERS' EQUITY 21,923,000 -- 17,767,000 --
TOTAL $248,116,000 $200,162,000
NET INTEREST INCOME
AND NET INTEREST MARGIN
ON AVERAGE EARNING ASSETS $15,087,579 6.56% $12,546,162 6.82%
(1) Minor rate differences from a straight division of interest by average assets are due to
the rounding of average balances.
(2) Amounts calculated on a fully Tax-Equivalent Basis where appropriate (1998 and 1997
Federal Statutory Rate - 34%).
(3) Nonaccrual loans of $2,176,000 and $248,000 as of December 31, 1998 and 1997 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.
(4) Average loans are net of average deferred loan origination fees of $859,000 and $993,000
in 1998 and 1997 respectively.
(5) Loan interest income includes loan origination fees of $1,657,000 and $1,383,000 in 1998
and 1997 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 1998 and 1997, and between the years 1997 and 1996.
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 1998 total interest income increased $3,546,000 over 1997. Of this
increase, 95% was related to the increase in the volume of average earning
assets in 1998 as compared to 1997 and 5% was related to interest rates.
During 1998 total interest expense increased $1,004,000 over 1997. Of this
increase, 105% was due to the growth in interest bearing deposits between the
respective periods and -5% was due to lower interest rates.
Based on the above factors affecting interest income and interest expense, net
interest income increased $2,542,000 during 1998 as compared to 1997.
During 1997 total interest income increased $5,078,000 from 1996. Of this
increase, 87% or $4,418,000 was related to the increase in the volume of
average earning assets in 1997 as compared to 1996. Based on rates alone the
increase in interest income would have been 13% or $681,000, given constant
volume levels between the respective periods.
During 1997 total interest expense increased $2,005,000 from 1996. As with
interest income, 80% or $1,604,000 of 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 20% or $411,000,
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 $3,072,000 during 1997 as
compared to 1996 Of this increase, 91% was related to volume increases and
only 9% due to rate changes between the respective periods.
ANALYSIS OF CHANGES IN INTEREST INCOME AND EXPENSES
1998 over 1997 1997 over 1996
Volume Rate Total Volume Rate Total
Increases (Decreases) in Interest Income
Federal Funds Sold $52,000 ($14,000) $38,000 $216,000 $13,000 $229,000
Other Short Term Investments 173,000 (2,000) 171,000 29,000 1,000 30,000
Investment Securities:
U.S. Treasury Securities 102,000 (14,000) 88,000 154,000 (3,000) 151,000
Secutities of U.S. Government Agencies 834,000 (63,000) 771,000 263,000 9,000 272,000
Obligations of State and
Political subdivisions (1) 551,000 (38,000) 513,000 (114,000) 7,000 (107,000)
Corporate Debit Securities 26,000 26,000 52,000 -- -- --
Loans 1,615,000 298,000 1,913,000 3,849,000 654,000 4,503,000
Total Increase $3,353,000 $193,000 $3,546,000 $4,397,000 $681,000 $5,078,000
Increase (Decrease) in Interest Expense
Deposits:
Savings and NOW Accounts $102,000 ($3,000) $99,000 $48,000 $7,000 $55,000
Money Market Accounts 919,000 138,000 1,057,000 241,000 290,000 531,000
Time Deposits 32,000 (184,000) (152,000) 1,318,000 114,000 1,432,000
Federal Funds Purchases 1,000 (1,000) -- (13,000) -- (13,000)
Total Increase (Decrease) $1,054,000 ($50,000)$1,004,000 $1,594,000 $411,000 $2,005,000
Increase in Net Interest Income $2,299,000 $243,000 $2,542,000 $2,803,000 $270,000 $3,073,000
(1) Amounts calculated on a fully taxable equivalent basis where appropriate.
INVESTMENT SECURITIES
Information regarding the book value of investment securities as of December 31, 1998 and 1997 is set
forth in Note 2 on Page 14 of the Corporation's 1998 Annual Report to Shareholders and is incorporated
herein by reference.
The following table is a summary of the relative maturities and yields on the Bank's investment securities
as of December 31, 1998. 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 $4,588,000 6.03% $3,074,000 6.02% -- -- $7,662,000 6.03%
Obligations of U.S. Government
Agencies -- -- 10,401,000 6.04 11,964,000 7.29 22,365,000 6.23
Obligations of State and
Political Subdivisions:
Tax-exempt* 2,355,000 6.93 3,638,000 6.21 7,599,000 6.12 13,592,000 6.30
Taxable 719,000 6.17 8,655,000 6.13 2,459,000 6.09 11,833,000 6.13
Other Securities -- -- 2,268,000 6.26 1,527,000 6.26 3,795,000 6.26
TOTAL $7,662,000 6.32% $28,036,000 6.11% $23,549,000 6.72% $59,247,000 6.20%
* Interest is exempt from Federal Income Taxes.
LOAN PORTFOLIO
Information regarding the loan portfolio of the Corporation as of December 31, 1998 and 1997
is set forth in Note 3 on page 15 of the Corporation's 1998 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, 1998.
LOANS WITH A MATURITY OF
One Year One to After Five
or Less Five Years Years Total
Real Estate Construction $68,743,000 $311,000 -- $69,054,000
Commercial 37,054,000 $12,105,000 $15,102,000 64,261,000
Installment 4,047,000 8,461,000 $19,621,000 32,129,000
Real Estate Mortgages 3,711,000 4,641,000 13,181,000 21,533,000
TOTAL $113,555,000 $25,518,000 $47,904,000 $186,977,000
Loans with Fixed Interest Rates $3,297,000 $3,861,000 $909,000 $8,067,000
Loans with Floating Interest Rates 178,910,000 -- -- 178,910,000
TOTAL $182,207,000 $3,861,000 $909,000 $186,977,000
ALLOWANCE FOR CREDIT LOSSES
Information regarding the analysis of the allowance for credit losses of the Corporation for
the years ended December 31, 1998, 1997 and 1996 is set forth in Note 4 on page 16 of the
Corporation's 1998 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 reasonably
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.
1998 1997
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 $952,000 36.93% $630,000 27.69%
Commercial 1,113,000 34.37 811,000 34.50
Installment 333,000 17.18 319,000 22.47
Real Estate Mortgages 55,000 11.52 64,000 15.34
Unallocated 1,466,000 -- 1,112,000 --
TOTAL $3,919,000 100.00% $2,936,000 100.00%
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
1998 1997
Average Average
Balance Rates Balance Rates
Noninterest-Bearing Demand $60,439,000 -- $47,081,000 --
Savings and NOW Accounts 32,522,000 1.65% 26,410,000 1.65%
Money Market Accounts 61,706,000 4.00 37,899,000 3.72
Time Deposits 70,534,000 5.34 69,875,000 5.61
Total Deposits $225,201,000 3.01% $181,265,000 3.18%
FINANCIAL RATIOS
The following table shows key financial ratios for the Corporation for
the years indicated.
Year Ended December 31,
1998 1997
Return on average assets 1.70% 1.46%
Return on average shareholders' equity 19.29% 16.46%
Cash dividend payout ratio 0.00% 0.00%
Average shareholders' equity as % of:
Average total assets 8.84% 8.87%
Average total deposits 9.73% 9.80%
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 8 through 27 of the Corporation's
1998 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 1999 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, 1999.
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 1998 Annual Report to Shareholders are incorporated by reference
into this report.
BWC FINANCIAL CORP. AND SUBSIDIARIES Page Number*
Independent Public Accountants' Report for the years
ended December 31, 1998 and 1997 is filed herewith 29
Consolidated Balance Sheets as of December 31, 1998 and 1997 8
Consolidated Statements of Income for the years ended
December 31, 1998, 1997 and 1996 9
Consolidated Statements of Shareholders' Equity for the
years ended December 31, 1998, 1997 and 1996 10
Consolidated Statements of Cash Flows for the years ended
December 31, 1998, 1997 and 1996 11
Notes to Consolidated Financial Statements 12 - 27
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 1998.
(C) Exhibits Filed:
See Index to Exhibits at page 16 of this Form 10-K.
*Refers to page number in the 1998 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
James L. Ryan March 23, 1999
Chairman of the Board ________________
James L. Ryan and Director
Leland E. Wines March 23, 1999
Executive Vice President and ________________
Leland E. Wines Chief Financial Officer
Tom Mantor March 23, 1999
Director ________________
Tom Mantor
Richard G. Hill March 23, 1999
Director ________________
Richard G. Hill
Reynold C. Johnson III March 23, 1999
Director ________________
Reynold C. Johnson III
Craig Lazzareschi March 23, 1999
Director ________________
Craig Lazzareschi
John F. Nohr March 23, 1999
Director ________________
John F. Nohr
John L. Winther March 23, 1999
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.
1998 Annual Report to Shareholders 13.1
Consents of Independent Public Accountants:
Arthur Andersen LLP Consent dated February 22, 1999 24.1
Report of Independent Public Accountants:
Arthur Andersen LLP Report dated February 22, 1999 25.1
ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this Form 10-K and the previously filed registration
statement of BWC Financial Corp. on Form S-8 (File No. 33-22290) of our
report dated February 22, 1999, in BWC Financial Corp.'s 1998 Annual
Report. It should be noted that we have not audited any financial
statements of BWC Financial Corp. subsequent to December 31, 1998, or
performed any audit procedures subsequent to the date of our report.
Arthur Andersen LLP
San Francisco, California,
February 22, 1999
ARTHUR ANDERSEN LLP
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Shareholders and
Board of Directors of
BWC Financial Corp.:
We have audited the accompanying consolidated balance sheets of BWC
Financial Corp. (a California corporation) and Subsidiaries as of December
31, 1998 and 1997, and the related consolidated statements of income,
changes in shareholders' equity and cash flows for each of the three years
in the period ended December 31, 1998. These consolidated financial
statements are the responsibility of the Corporation's management. Our
responsibility is to express an opinion on these financial statements based
on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement ; presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of BWC
Financial Corp. and Subsidiaries as of December 31, 1998 and 1997, and the
results of their operations and their cash flows for each of the three
years in the period ended December 31, 1998, in conformity with generally
accepted accounting principles.
Arthur Andersen LLP
San Francisco, California,
February 22, 1999