SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE
13D-1(A)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(A)
(Amendment No. 3)*
CAPITAL CORP OF THE WEST
(Name of Issuer)
Common Stock
(Title of Class of Securities)
140065103
(CUSIP Number)
BANK OF STOCKTON
Attn: John F. Dentoni
P.O. Box 1110
Stockton, California 95201
(209) 929-1433
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 26, 2008
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f)or240.13d-1(g), check the following box ?.
Note: Schedules filed in paper format shall include a signed
original and five copies of the Schedule, including all exhibits.
See Section 240.13d-7 for other parties to whom copies are to be
sent.
(Continued on following pages)
(Page 1 of 5 pages)
SCHEDULE 13D
pages
CUSIP No. 140065103
1
NAME OF REPORTING PERSON; I.R.S. IDENTIFICATION NOS. OF
ABOVE PERSONS ) (ENTITIES ONLY)
BANK OF STOCKTON
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ?
(b) ?
3
SEC USE ONLY
4
SOURCE OF FUNDS (see instructions)
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) ?
6
CITIZENSHIP OR PLACE OF ORGANIZATION
CALIFORNIA, USA
NUMBER OF
SHARES
BENEFICIA
LLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER 1,006,623
8
SHARED VOTING POWER 1,279,911(1)
9
SOLE DISPOSITIVE POWER 1,006,623
10
SHARED DISPOSITVE POWER 1,279,911(1)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PARTY 1,279,911(1)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
?
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.86%
14
TYPE OF REPORTING PERSON* BK
(1) Includes shares owned solely by the Reporting Person and
shares owned by the Reporting Person's parent corporation as
described in more detail at Item 5 below.
SCHEDULE 13D
This statement on Schedule 13D is filed on behalf of Bank of
Stockton, a California corporation (the "Reporting Person"),
relating to transactions in the no par value common stock issued
by Capital Corp of the West, a California corporation and
registered bank holding company (the "Issuer").
Item 1. Security and Issuer.
Security: Common Stock, no par value
Issuer: Capital Corp. of the West
1160 West Olive Avenue
Merced, California 95348
Item 2. Identity and Background.
The identity and background of the Reporting Person is as
follows:
Bank of Stockton is a California company engaged in the
business of commercial banking. Its principal office and
place of business is 301 East Miner Avenue, Stockton,
California 95202. During the last five years, the Reporting
Person has not been either (i) convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors), or (ii) been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction
that resulted in a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any
violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The Reporting Person's parent corporation, 1867 Western
Financial Corporation, a California corporation ("WFC"),
used an aggregate of $333,375 of its working capital to
purchase an aggregate of 50,000 shares of the Issuer's
common stock on the open market on March 20, 2008.
Item 4. Purpose of Transaction.
The Reporting Person intends to hold the shares of Issuer's
common stock for investment purposes, and not for the
purpose of acquiring control of the Issuer.
The Reporting Person intends to acquire additional shares of
the Issuer's common stock from time to time, provided such
acquisition is economical in the discretion of the Reporting
Person based on the price of such shares.
The Reporting Person has no plans or proposals which relate
to or would result in: (a) an acquisition by any person of
additional securities of the Issuer, or the disposition of
securities of the Issuer; (b) an extraordinary corporate
transaction, such as a merger, reorganization or
liquidation, involving the Issuer or any of its
subsidiaries; (c) a sale or transfer of a material amount of
assets of the Issuer or of any of its subsidiaries; (d) any
change in the present board of directors or management of
the Issuer, including any plans or proposals to change the
term of directors or to fill any existing vacancies on the
board; (e) any material change in the present capitalization
or dividend policy of the Issuer; (f) any other material
change in the Issuer's business or corporate structure; (g)
changes in the Issuer's charter, bylaws or instruments
corresponding thereto, or other actions which may impede the
acquisition of control of the Issuer by any person; (h)
causing a class of securities of the Issuer to be delisted
from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system
of a registered national securities association; (i) a class
of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of
the Act; or (j) any action similar to any of those
enumerated above.
Item 5. Interest in Securities of the Issuer.
(The number of issued and outstanding shares of the Issuer's
common stock upon which the various percentages set forth in
this statement on Schedule 13D are based does not include
any outstanding securities convertible into the Issuer's
common stock or any shares of common stock of the Issuer
subject to outstanding options.)
(a) and (b) The Reporting Person is the beneficial owner of
1,006,623 shares of the Issuer's common stock, or 9.33
percent of approximately 10,789,944 shares of the Issuer's
common stock issued and outstanding (as reported by the
Issuer's Form 10-Q for the quarter ended September 30,
2008). The Reporting Person has the sole power to vote or
to direct the voting of all of these shares reported as
owned beneficially by it. The Reporting Person has the sole
power to dispose of, or to direct the disposition of, all of
these shares reported as owned beneficially by it. The
Reporting Person's parent corporation, WFC, is the
beneficial owner of an additional 273,288 shares of the
Issuer's common stock, or approximately 2.53% of the
Issuer's common stock issued and outstanding. The Reporting
Person shares with WFC the power to dispose of, or to direct
the disposition of, and to vote, or to direct the voting of,
the shares held by WFC.
(c) On May 21, 1996, the Reporting Person commenced
acquiring shares of the Issuer's common stock and on March
18, 1997, the Reporting Person became the beneficial owner
of approximately five percent of the Issuer's outstanding
common stock. A Schedule 13D was filed on August 15, 1997
detailing this event. The Issuer then issued additional
shares of its common stock and on August 27, 1997, the
Reporting Person and WFC began to acquire additional shares.
Effective September 10, 1997, the Reporting Person filed a
Schedule 13D on a consolidated basis, which was amended on
September 22, 1997. The Reporting Person further amended
its Schedule 13D effective September 29, 2003. Following is
a list of the Reporting Person's transactions in the
Issuer's common stock through brokered transactions in the
past 60 days, including the date, share price, number of
shares and total cost. The Issuer's shares are traded on
the Nasdaq national market. Share prices are rounded to the
nearest whole cent and total costs are rounded to the
nearest whole dollar.
Transaction Date Share Price Number of Shares
Total Cost
March 26, 2008* $6.64 50,000 $333,375.00
________________
* Settlement date
** Trade date
(d) and (e) N/A
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
To the knowledge of the Reporting Person, there are no
contracts, arrangements, understandings or relationships
(legal or otherwise) between the Reporting Person and any of
the persons and entities identified in Item 2 or any other
persons or entities with respect to any securities of the
Issuer (including but not limited to, transfer or voting of
any of the securities, finders fees, joint ventures, loan or
option arrangements, puts or calls, guarantees of profits,
divisions of profit or loss, or the giving or withholding of
proxies), other than the parent-subsidiary relationship
between the Reporting Person and WFC.
Item 7. Material to be Filed as Exhibits.
None.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Date: March 26, 2008
BANK OF STOCKTON
By:
/s/ John F. Dentoni
Title: John F. Dentoni, Vice President
{00379667 / 1}
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