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GUARDIAN BANCORP ANNOUNCES RIGHTS OFFERING FILING

 LOS ANGELES, Oct. 6 /PRNewswire/ -- Guardian Bancorp (AMEX: GB), parent company of Guardian Bank, has announced that it is moving forward with its 1993 capital plan and capital raising efforts.
 The company has filed a Registration Statement with the Securities and Exchange Commission to register shares of its common stock that are proposed to be offered and sold in a rights offering designed to raise up to $30 million. The company has indicated that the net proceeds of this offering will principally be used to strengthen the capital position of Guardian Bank.
 Under the terms of the proposed offering, the company will distribute transferable rights to its shareholders of record as of a date to be fixed by the board of directors. Such rights will entitle the holders to exercise a basic subscription privilege and acquire a pro rata portion of the shares underlying the rights. Rights holders will also have the right to subscribe for additional shares that are not otherwise subscribed for pursuant to the basic subscription privilege. The company also intends to seek to enter into standby purchase agreements pursuant to which certain institutional investors would commit to acquire a significant number of the underlying shares of common stock in the offering to the extent they are not subscribed for by shareholders. Although no agreements have been reached with any standby purchasers, such purchasers may, as a condition to their commitment, require that the company agree to sell a minimum number of shares to such persons even if a sufficient number of shares are not otherwise available after the exercise of the basic and oversubscription privileges. Until such agreements are reached and the proposed offering is commenced, the company may elect to pursue alternative capital raising strategies.
 The rights are currently expected to be distributed, and the offering expected to commence, in mid-November, and the offering is expected to be completed in mid-December. The offering will be made solely by means of a prospectus, which will be mailed to shareholders when the rights offering is commenced. The Dealer Manager for the offering will be Oppenheimer & Co. Inc.
 The company also announced that on Sept. 30, 1993, Guardian Bancorp exercised its right to convert into common stock of Guardian Bank the $3 million of mandatory convertible debentures issued by the bank, thereby converting this investment into Tier 1 capital of the bank. Guardian Bancorp acquired the mandatory convertible debentures in 1988 with proceeds from the sale to an unaffiliated party of $3 million of subordinated debentures. Earlier in the third quarter, the company contributed an additional $600,000 to the bank as Tier 1 capital.
 In a related development, the company also announced that it anticipates making a provision for loan losses for the third quarter of 1993 of approximately $4.5 million. The anticipated provision for loan losses reflects management's assessment of the ongoing economic recession in Southern California and the impact it has had and may have on the loan portfolio. Loan charge-offs for the quarter are expected to be approximately $6.7 million. The anticipated provision for loan losses and charge-offs also reflect the final results of a regulatory examination that was completed during the third quarter of 1993.
 The conversion of the bank's debentures combined with Guardian Bancorp's capital contribution during the third quarter is anticipated to largely offset the anticipated after tax impact on the results of operations of the third quarter provision for loan losses thus enabling the bank to maintain capital at levels which currently exceed all minimum regulatory requirements generally applicable to all banks.
 A registration statement relating to the securities to be offered in the proposed offering has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This communication shall not constitute an offer to buy nor shall there be any sale of these securities in any State in which such offer solicitation or sale would be unlawful prior to registration of qualification under the securities laws of any such State.
 Guardian Bancorp is the holding company for Guardian Bank, member FDIC, an independent commercial bank headquartered in Los Angeles with branches in Fountain Valley and Ontario, Calif. Guardian Trust Co., a wholly owned subsidiary of Guardian Bank, operates from its Los Angeles office and offers custodial trust services to the bank's labor union and management trust fund customers.
 -0- 10/6/93
 /CONTACT: Paul M. Harris, chairman, or Howard C. Fletcher, president, 213-239-0800/
 (GB)


CO: Guardian Bancorp; Guardian Bank ST: California IN: FIN SU: OFR

JL-MF -- LA010 -- 9282 10/06/93 11:02 EDT
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Publication:PR Newswire
Date:Oct 6, 1993
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