BEVERLY HILLS BANCORP INC

election_required = True...is or her shares. See SECTION 5. IF YOU OWN FEWER THAN 100 SHARES AND YOU TENDER ALL OF THEM, WILL THEY BE SUBJECT TO PRORATION? If you own fewer than 100 shares in the aggregate, you properly tender all of these shares at or below the price we select and you complete the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery, we will purchase all of your shares without subjecting them to the proration procedure. HOW WILL WE PAY FOR THE SHARES? We would need a maximum of $27,500,000 to purchase 2,750,000 shares at the highest price of $10.00. In addition, we expect to incur fees and expenses in connecti...

election_required = True...is or her shares. See SECTION 5. IF YOU OWN FEWER THAN 100 SHARES AND YOU TENDER ALL OF THEM, WILL THEY BE SUBJECT TO PRORATION? If you own fewer than 100 shares in the aggregate, you properly tender all of these shares at or below the price we select and you complete the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery, we will purchase all of your shares without subjecting them to the proration procedure. HOW WILL WE PAY FOR THE SHARES? We would need a maximum of $26,125,000 to purchase 2,750,000 shares at the highest price of $9.50. In addition, we expect to incur fees and expenses in connectio...

expiry = 2006-08-14...re and Not Less than $9.00 per Share by Beverly Hills Bancorp Inc. 23901 Calabasas Road, Suite 1050 Calabasas, California 91302 (818) 223-8084 OUR OFFER, AND YOUR RIGHT TO WITHDRAW SHARES YOU TENDER, WILL EXPIRE AT 5:00 P.M., EASTERN TIME, ON AUGUST 14, 2006, UNLESS OUR OFFER IS EXTENDED. WE MAY EXTEND THE OFFER PERIOD AT ANY TIME. On the terms and conditions set forth in this Offer to Purchase (our “Offer”) and the Letter of Transmittal and other accompanying documents, Beverly Hills Bancorp...

listed = True...ere outstanding. If we purchase 2,750,000 shares in our Offer, 18,581,506 shares of Common Stock will be outstanding, not counting shares issued upon exercise of outstanding stock options after the date of our Offer. 8.2. Share Prices and Dividends Our shares are traded on the Nasdaq National Market under the symbol “BHBC.” The following table shows, for each of the periods indicated, the high and low sales prices per share as reported by the Nasdaq based on published financial sources, and cash dividends declared. Cash Dividends Declared Sales Prices Period High Low April 1, 2006—May 17, 2006 $ 10.60 $ 9.22 $ — Quarter ended March 31, 2006 $ 10....

listed = True...ere outstanding. If we purchase 2,750,000 shares in our Offer, 18,711,507 shares of Common Stock will be outstanding, not counting shares issued upon exercise of outstanding stock options after the date of our Offer. 8.2. Share Prices and Dividends Our shares are traded on the Nasdaq National Market under the symbol “BHBC.” The following table shows, for each of the periods indicated, the high and low sales prices per share as reported by the Nasdaq based on published financial sources, and cash dividends declared. Cash Dividends Declared Sales Prices Period High Low Quarter ended June 30, 2006 $ 10.60 $ 8.97 $ 0.125 Quarter ended March 31, 2006...

mechanism = DUTCH...ewer than 2,750,000 shares are properly tendered, we will purchase all of them. HOW WILL THE PURCHASE PRICE BE DETERMINED? The purchase price range for our offer is $9.00 to $10.00 per share. We are conducting this offer through a procedure commonly called a “modified Dutch auction.” That procedure allows you to choose the price or prices within the stated price range at which you are willing to sell all or a portion of your shares. Following the expiration of our offer, we will review the prices chosen by stockholders for all of the shares properly tendered. We will then select the lowest price that will allow us...

mechanism = DUTCH...fewer than 2,750,000 shares are properly tendered, we will purchase all of them. HOW WILL THE PURCHASE PRICE BE DETERMINED? The purchase price range for our offer is $9.00 to $9.50 per share. We are conducting this offer through a procedure commonly called a “modified Dutch auction.” That procedure allows you to choose the price or prices within the stated price range at which you are willing to sell all or a portion of your shares. Following the expiration of our offer, we will review the prices chosen by stockholders for all of the shares properly tendered. We will then select the lowest price that will allow us...

mechanism = DUTCH...n stock. The tender offer expired on August 14, 2006. Based on the count by the depositary for the tender offer, more than 2,750,000 shares were tendered at the minimum price of $9.00 per share. The Company made the tender offer through a procedure known as a modified “Dutch auction,” which allowed each stockholder to select the price, within the range of $9.00 to $9.50 per share, at which the stockholder was willing to sell all or a portion of his or her shares to the Company. Because the number of shares tendered at the $9.00 minimum price exceeded the number of shares in the offer, the Company will repurchase all...

must_tender_all = True...0 shares have been tendered); or • if the number of shares tendered at or below the Selected Price is more than 2,750,000, we will purchase shares at the Selected Price, on a pro rata basis and subject to priority to stockholders who hold less than 100 shares and tender all of their shares, from all stockholders who tendered shares at or below the Selected Price. Our Offer is not conditioned on any minimum number of shares being tendered. Our Offer is, however, subject to certain other conditions, as discussed in SECTION 13. A special committee of our Board of Directors has unanimously approved our Offer. However, neither...

must_tender_all = True...0 shares have been tendered); or • if the number of shares tendered at or below the Selected Price is more than 2,750,000, we will purchase shares at the Selected Price, on a pro rata basis and subject to priority to stockholders who hold less than 100 shares and tender all of their shares, from all stockholders who tendered shares at or below the Selected Price. Our Offer is not conditioned on any minimum number of shares being tendered. Our Offer is, however, subject to certain other conditions, as discussed in SECTION 13. A special committee of our Board of Directors has unanimously approved our Offer. However, neither...

price = USD 9.0-10.0...of shares being tendered, meaning that if fewer than 2,750,000 shares are properly tendered, we will purchase all of them. HOW WILL THE PURCHASE PRICE BE DETERMINED? The purchase price range for our offer is $9.00 to $10.00 per share. We are conducting this offer through a procedure commonly called a “modified Dutch auction.” That procedure allows you to choose the price or prices within the stated price range at which you are willing to s...

price = USD 9.0-9.5...of shares being tendered, meaning that if fewer than 2,750,000 shares are properly tendered, we will purchase all of them. HOW WILL THE PURCHASE PRICE BE DETERMINED? The purchase price range for our offer is $9.00 to $9.50 per share. We are conducting this offer through a procedure commonly called a “modified Dutch auction.” That procedure allows you to choose the price or prices within the stated price range at which you are willing to s...

threshold = 100...and subject to the exception for odd-lot tenders. This ratio will be applied to stockholders tendering shares to determine the number of shares (rounded up to the nearest whole share) that will be purchased from each such stockholder pursuant to our Offer. An odd-lot tender is the tender by a stockholder who owns a total of fewer than 100 shares and tenders all of his or her shares in accordance with the procedures described in SECTION 3. Odd lot tenders will be accepted for payment before any proration and purchase of other tendered shares. This preference is not available to partial tenders or to beneficial or record holders of an aggregate of 100 or more shares, even if these...

threshold = 100...and subject to the exception for odd-lot tenders. This ratio will be applied to stockholders tendering shares to determine the number of shares (rounded up to the nearest whole share) that will be purchased from each such stockholder pursuant to our Offer. An odd-lot tender is the tender by a stockholder who owns a total of fewer than 100 shares and tenders all of his or her shares in accordance with the procedures described in SECTION 3. Odd-lot tenders will be accepted for payment before any proration and purchase of other tendered shares. This preference is not available to partial tenders or to beneficial or record holders of an aggregate of 100 or more shares, even if these...

txn_type = TENDER_OFFEREX-99.(A)(1)(A) 2 dex99a1a.htm FORM OF OFFER TO PURCHASE Form of Offer to Purchase Exhibit (a)(1)(A) PRELIMINARY DRAFT This draft Offer to Purchase is for review of the Securities and Exchange Commission only and is not an offer to buy or the solicitation of an offer to sell any shares of any class of the Company’s common stock. The Company has not yet commenced the tender offer described here...

txn_type = TENDER_OFFEREX-99.(A)(1)(A) 2 dex99a1a.htm FORM OF OFFER TO PURCHASE Form of Offer to Purchase Exhibit (a)(1)(A) BEVERLY HILLS BANCORP INC. Offer to Purchase for Cash Up to 2,750,000 Shares of Common Stock at a Purchase Price Not Greater than $9.50 per Share and Not Less than $9.00 per Share by Beverly Hills Bancorp Inc. 23901 Calabasas Road, Suite 1050 Calabasas, California 91302 (818) 223-8084 OUR OFFER...

txn_type = TENDER_OFFER...tendered will be returned to the stockholders. Upon completion of the repurchase, the Company will have a total of 18,718,166 shares of common stock outstanding, a reduction of 12.8% of the current outstanding shares. The tender offer was made pursuant to the Offer to Purchase dated July 14, 2006. The Information Agent is Keefe, Bruyette & Woods, Inc., and any questions or requests for documents or forms related to the offer should be directed to Keefe, Bruyette & Woods, Inc. at (877) 298-6520 (toll free). Beverly Hills Bancorp Inc. is a financial holding company that conducts banking operations through its wh...