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SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
_________________
FORM 8-K
_________________
Current Report Pursuant
to Section 13 or 15(d)
of the
Securities Exchange
Act of 1934
Date of Report: December 22, 2003
_________________
Commission file number: 0-10140
CVB Financial Corp.
Incorporated pursuant
to the Laws of California
_________________
Internal Revenue Service – Employer Identification No. 95-3629339
701 North Haven Avenue,
Ontario, California 91764
(909) 980-4030
_________________
Item 5. Other Events and Regulation FD Disclosure
On December 17, 2003, the Board of Directors of the Company declared a 10% stock dividend to shareholders of record
as of January 2, 2004. In addition the Company will pay a cash dividend of $.12 per share to shareholders of record as
of January 5, 2004. (See Exhibit 99.1)
The Company also announced the issuance of $80 million in trust preferred securities. This was completed through its
participation in two pooled trust preferred stock offerings. This trust preferred stock offering was issued through two wholly-owned
trust subsidiaries. The issue consisted of capital securities with a maturity date of 30 years from issuance. Of the aggregate $80
million, $40 million of the long-term capital securities bear an initial fixed interest rate of 6.51% for the first five years of issuance.
Following the first five-year period, they will bear interest at a floating rate based on the 3-month LIBOR plus 2.85%. The
remaining $40 million of the long-term capital securities bear an initial fixed interest rate of 6.46% for the first five years of issuance.
Thereafter, they will bear interest at a floating rate based on the 3-month LIBOR plus 2.85%. The proceeds will be used to
support the continued growth of the Company. (See Exhibit 99.2)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed
on its behalf by the undersigned, hereunto duly authorized.
CVB Financial Corp.
Date: December 22, 2003 By: /s/ Edward J. Biebrich, Jr.
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Edward J. Biebrich, Jr.
Executive Vice President and Chief Financial
and Accounting Officer
Exhibit Index
99.1 Press Release, dated December 18, 2003
99.2 Press Release, dated December 19, 2003
Press Release Contact: D. Linn Wiley
For Immediate Release President & Chief Executive Officer
(909) 980-4030
CVB Financial Corp. Announces Stock and Cash Dividend
Ontario California, December 18, 2003--The Board of Directors of CVB Financial Corp. (NASDAQ/CVBF) declared a 10% stock dividend at
its regularly scheduled Board of Directors meeting on December 17, 2003. This will result in shareholders receiving one additional
share of stock for every ten shares they own. The stock dividend will be accompanied by a cash dividend of $0.12 per share.
Linn Wiley, President and Chief Executive Officer, stated that, "the decision to declare the 10% stock dividend and $0.12 cash
dividend is predicated on the solid growth and strong financial performance of CVB Financial Corp. and its principal subsidiary,
Citizens Business Bank. It also demonstrates the confidence of the Board in the future prospects of the Company."
The effective date for the stock dividend is January 2, 2004. Shareholders of record on that date will be entitled to the 10% stock
dividend. They will receive the additional shares of stock on or about January 20, 2004.
The record date for the cash dividend of $0.12 is January 5, 2004. The cash payable date is January 20, 2004. The additional shares
resulting from the 10% stock dividend and the cash dividend will be mailed to shareholders on January 20, 2004.
The cash dividend will be paid on a post stock dividend basis. Consequently, shareholders receiving the stock dividend will receive
the cash dividend on both the old and new shares. This represents the 57th consecutive quarterly cash dividend paid by the Company.
The Company has declared total cash dividends of $21.5 million during 2003. This represents an increase of $1.6 million, or 11.62%,
when compared with total cash dividends of $19.9 million declared during 2002. The dividend yield for 2003 is approximately 2.36%
based on the current market capitalization of $909.1 million.
CVB Financial Corp. reported earnings of $13.5 million for the third quarter ending September 30, 2003. This represented a return on
beginning equity of 19.71%, a return on average equity of 19.26% and a return on average assets of 1.51%.
Net income for the nine months ending September 30, 2003 was $38.7 million. These results produced a return on beginning equity of
19.93%, a return on average equity of 18.99% and a return on average assets of 1.55%.
CVB Financial Corp. operates Citizens Business Bank. Citizens Business Bank is the largest bank headquartered in the Inland Empire.
It is a dominant community bank in the Inland Empire, Los Angeles County, Orange County and the Central Valley areas of California.
Citizens Business Bank also operates Golden West Financial Services. Golden West Financial Services provides auto leasing, equipment
leasing and real estate loan brokerage services. Shares of CVB Financial Corp. common stock are listed on the NASDAQ under the
ticker symbol of CVBF.
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Press Release
For Immediate Release Contact: D. Linn Wiley
President & CEO
(909) 980-4030
CVB Financial Corp. Announces Trust Preferred Stock Offering
Ontario, CA-December 19, 2003-CVB Financial Corp. (NASDAQ:CVBF) announced that it has received $80 million from its participation in
two pooled trust preferred stock offerings. This trust preferred stock offering was issued through two wholly-owned trust
subsidiaries. The issue consisted of capital securities with a maturity date of 30 years from issuance.
Of the aggregate $80 million, $40 million of the long-term capital securities bear an initial fixed interest rate of 6.51% for the
first five years of issuance. Following the first five-year period, they will bear interest at a floating rate based on the 3-month
LIBOR plus 2.85%. The remaining $40 million of the long-term capital securities bear an initial fixed interest rate of 6.46% for the
first five years of issuance. Thereafter, they will bear interest at a floating rate based on the 3-month LIBOR plus 2.85%.
CVB Financial Corp. operates Citizens Business Bank. The proceeds from the $80 million trust preferred stock offering will be used
to support the Bank's continued growth. CVB Financial Corp. previously reported that assets had increased $818.8 million, or 28.75%,
from $2.85 billion on September 30, 2002 to $3.67 billion as of September 30, 2003.
Citizens Business Bank is the largest financial institution headquartered in the Inland Empire Region of Southern California. It
serves 30 cities with 37 business financial centers in the Inland Empire, Los Angeles County, Orange County and the Central Valley
areas of California. The Bank's Wealth Management Group based in Pasadena has over $1 billion in assets under administration. Its
subsidiary Golden West Financial Services provides vehicle leasing, equipment leasing and real estate loan services.
Shares of CVB Financial Corp. common stock are listed on the NASDAQ under the ticker symbol of CVBF. For investor information on
CVB Financial Corp., visit our Citizens Business Bank website at www.cbbank.com and click on the CVB Investor tab.
Note Regarding Forward-Looking Statements
This document contains forward-looking statements that are subject to risks and uncertainties that could cause actual results to
differ materially from those projected, expressed or implied in such statements. These risks and uncertainties include, but are not
limited to (i) a decline in general economic conditions nationally, and in California in particular; (ii) governmental and regulatory
changes affecting the financial institutions industry, including, but not limited to, the treatment of trust preferred capital; or
(iii) unanticipated losses in Citizens Business Bank's loan portfolio, each of which may result in the inability to utilize the
capital raised from the trust preferred offering to support the Bank's continued growth. For a discussion of other factors that
could cause actual results to differ, please see the publicly available Securities and Exchange Commission filings of CVB Financial
Corp., including its Annual Report on Form 10-K for the year ended Dec. 31, 2002, and particularly the discussion of risk factors
within that document.