<PAGE>
Registration No. 33-66314
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
__________
WEST ONE BANCORP
(Exact name of Registrant as specified in its charter)
Idaho 82-0362647
(State or other jurisdiction of incorporation or organization)
(IRS Employer Identification No.)
101 South Capitol Boulevard, Post Office Box 8247
Boise, Idaho 83733
Telephone (208) 383-7000
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
Dwight V. Board
Secretary
West One Bancorp
101 South Capitol Boulevard, Post Office Box 8247
Boise, Idaho 83733
Telephone (208) 383-7000
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
Copies to:
MILLER, NASH, WIENER, HAGER & CARLSEN
111 S.W. Fifth Avenue
Portland, Oregon 97204
Attention: Mary Ann Frantz
(503) 224-5858
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this registration statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
__________
This Registration Statement contains a prospectus which meets the
requirements for use with a Registration Statement on Form S-3 (Registration
No. 33-14975) relating to the West One Bancorp Dividend Reinvestment and
Stock Purchase Plan and is intended for use therewith pursuant to Rule 429.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
<PAGE>
WEST ONE BANCORP
Dear Shareholders and Employees:
Beginning April 1, 1994, employees of West One Bancorp, in addition to
shareholders of the Company, will become eligible to participate in the West
One Bancorp Dividend Reinvestment and Stock Purchase Plan. The Plan does not
require payment of any brokerage commissions or service charges with respect
to investments in Common Stock. Full details of the Plan are described in
the enclosed prospectus.
Persons enrolling in the Plan may:
* Have all or a portion of their cash dividends on Common Stock
automatically reinvested in Common Stock.
* Purchase shares of Common Stock by making optional cash payments, or
* Reinvest their cash dividends and also invest optional cash payments.
If you have not previously enrolled in the Plan and wish to do so now,
please complete the enclosed enrollment card and return it in the enclosed
return envelope to West One Bank, Idaho, Corporate Trust Department, Post
Office Box 7928, Boise, Idaho 83707. You will receive a detailed statement
of your account following each purchase showing the number of full and
fractional shares held for your account and the amounts of dividends and
optional cash payments invested. You may withdraw from the Plan at any time
by writing to West One Bank, Idaho, Corporate Trust Department.
The enclosed prospectus explains details of the Plan. If any questions
remain unanswered, feel free to write or call the Corporate Trust Department
of West One Bank, Idaho (208) 383-7179 for clarification.
We think you will find the Plan a simple, convenient and inexpensive
method of investing in our Company.
Very truly yours,
Daniel R. Nelson
Chairman and
Chief Executive Officer
<PAGE>
PROSPECTUS
WEST ONE BANCORP
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
COMMON STOCK
As more fully set forth herein, the Dividend Reinvestment and Stock
Purchase Plan, as amended and restated effective April 1, 1994 ("the Plan"),
of West One Bancorp (the "Company") provides holders of the Company's common
stock, $1 par value ("Common Stock"), and employees of the Company with an
economical and convenient method of purchasing shares of Common Stock.
Participants in the Plan may:
-- have cash dividends on all or a specified number of their shares of
Common Stock automatically reinvested in Common Stock; or
-- invest by making optional cash payments of at least $50 per payment
but not more than $5,000 per monthly Investment Date (as defined
below) and continue to receive cash dividends on shares registered in
their names; or
-- invest both their cash dividends and such optional cash payments.
In addition, employees of the Company may participate in the Plan and
purchase shares of Common Stock through payroll deductions with a minimum of
$5 and a maximum of $2,500 per pay period.
The price of shares purchased through the Plan will be equal to 100% of
the average of the means of the daily high and low sales prices for the
Common Stock reported on the NASDAQ system for the period of ten trading days
ending on the relevant Investment Date.
Pursuant to the Plan, an aggregate of 5,000,000 authorized but unissued
shares of Common Stock have been reserved for purchase, of which
_____________ shares had been sold at the date of this Prospectus. It is
suggested that this Prospectus be retained for future reference.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is __________, 1994
<PAGE>
TABLE OF CONTENTS
Page
The Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Description of the Plan . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Purpose and Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . 1
Advantages . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Administration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Participation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Costs. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Purchases. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Reports to Participants. . . . . . . . . . . . . . . . . . . . . . . . . 8
Dividends. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Certificates for Shares. . . . . . . . . . . . . . . . . . . . . . . . . 8
Termination. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Other Information. . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Incorporation of Certain Documents by Reference . . . . . . . . . . . . . 14
Indemnification for Securities Act Liabilities. . . . . . . . . . . . . . 14
=============================================================================
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 and in accordance therewith files reports and
other information with the Securities and Exchange Commission ("Commission").
All reports, proxy statements and other information filed by the Company with
the Commission may be inspected and copied at the public reference facilities
of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, and at
the Commission's Regional Offices located at 500 West Madison Street,
Chicago, Illinois 60604 and 7 World Trade Center, New York, New York 10048.
Copies of such material may also be obtained at prescribed rates by writing
to Securities and Exchange Commission, Public Reference Section, 450 Fifth
Street, N.W., Washington, D.C. 20549.
The Company will promptly furnish, without charge, a copy of any and all
of the information incorporated by reference herein (not including exhibits
to such information unless such exhibits are specifically incorporated by
reference into the information that the Prospectus incorporates), upon the
written or oral request of any shareholder or employee to whom a Prospectus
has been delivered. Such requests should be directed to Jim Peterson, Senior
Vice President and Controller, West One Bancorp, Post Office Box 8247, Boise,
Idaho 83733, (208) 383-7498.
=============================================================================
<PAGE>
THE COMPANY
West One Bancorp (the "Company") has principal executive offices located
at 101 South Capitol Boulevard, Boise, Idaho. Its complete mailing address
is Post Office Box 8247, Boise, Idaho 83733, and its telephone number is
(208) 383-7000.
DESCRIPTION OF THE PLAN
The following, in question and answer format, is a statement of the
provisions of the Plan. Those holders of the Company's Common Stock who
choose not to participate in the Plan will receive cash dividends, as
declared, by check as usual.
PURPOSE AND USE OF PROCEEDS
1. What is the purpose of the Plan and what will be the use of the proceeds
of the sale of Common Stock under the Plan?
The purpose of the Plan is to provide holders of Common Stock with a
simple and convenient way to invest cash dividends and optional cash payments
in new shares of Common Stock without payment of any brokerage commission or
service or other charge. In addition, employees of the Company may
participate in the Plan and purchase shares of Common Stock through monthly
payroll deductions and optional cash payments. Since new shares of Common
Stock will be purchased from the Company under the Plan, the Company will
receive additional funds for the general corporate purposes of the Company,
including investments in, or extensions of credit to, the Company's banking
and nonbanking subsidiaries.
ADVANTAGES
2. What are the advantages of the Plan?
Participants in the Plan may:
(a) have cash dividends on all or a specified number of their shares
of Common Stock automatically reinvested and, within certain
limits, purchase additional shares of Common Stock with optional
cash payments without any charges for brokerage commissions or
record-keeping;
(b) obtain full investment use of funds, as the Plan provides for
fractions of shares, as well as whole shares, to be credited to
participants' accounts; and
(c) avoid cumbersome safekeeping requirements and record-keeping
costs for shares credited to their accounts under the Plan
through the free custodial service and reporting provisions of
the Plan.
ADMINISTRATION
3. Who administers the Plan for participants?
West One Bank, Idaho (the "Bank"), as Plan administrator, administers the
Plan for participants, keeps records, sends statements of account to
participants and performs other duties relating to the Plan.
The Bank will hold for safekeeping the shares purchased for each
participant until termination of participation in the Plan or until it
receives a written request by a participant for the withdrawal of all or part
of his or her shares (see Question 24). Shares of Common Stock purchased
under the Plan will be registered in the Bank's name (or the name of its
nominee), as agent for participants in the Plan, and credited to the accounts
of the respective participants.
PARTICIPATION
4. Who is eligible to participate?
All holders of record of Common Stock ("Holders") are eligible to
participate in the Plan, except for Holders which reside in a jurisdiction
outside the United States or in any jurisdiction in which the offer or sale
of Common Stock under the Plan would be unlawful in the absence of
registration under the securities laws of such jurisdiction and such
registration has not been undertaken or completed. An owner of Common Stock
whose shares are registered in the name of a broker, bank or other nominee
(or otherwise registered in a name other than his or her own) (a "Beneficial
Owner") must either become a Holder by having some or all of his or her
shares transferred into his or her own name or must make appropriate
arrangements with his or her nominee to participate in the Plan on behalf of
the Beneficial Owner. Beneficial Owners should refer to Question 5 below for
specific instructions regarding enrollment and participation. In addition,
all regular employees of the Company or one of its subsidiaries who work at
least 20 hours per week are eligible to participate in the Plan.
5. How does an eligible shareholder become a participant?
An eligible Holder may join the Plan by properly completing and signing
an Enrollment Card and returning it to West One Bank, Idaho, Corporate Trust
Department, Post Office Box 7928, Boise, Idaho 83707, Attention: Dividend
Reinvestment.
Beneficial Owners who wish to reinvest their cash dividends under the
Plan must instruct their broker, bank or nominee which is a Holder to
participate in the Plan on their behalf. Beneficial Owners who wish to make
optional cash payments must instruct their broker, bank or nominee to
complete a Broker and Nominee Form (a "B&N Form") and return it to the Bank
at the above address. The broker, bank or nominee must deliver a B&N Form to
the Bank each time it transmits an optional cash payment on behalf of a
Beneficial Owner.
Enrollment Cards and B&N Forms may be obtained at any time by written
request to the Bank at the above address or by calling the Bank at
(208) 383-7179.
6. When may an eligible shareholder join the Plan?
An eligible shareholder may join the Plan at any time.
If an Enrollment Card specifying reinvestment of dividends is received by
the Bank on or before the record date established for the next dividend,
reinvestment will begin with that dividend. If the Enrollment Card is
received after the record date established for the next dividend, the
reinvestment of dividends will not begin until the dividend payment date
following the next record date. If an Enrollment Card specifying optional
cash payments is received by the Bank, investments of any payments will be
made as described in Questions 17 and 19.
Dividend payment dates for the Common Stock and the related record dates
are typically as follows:
Approximate Approximate Dividend
Record Date Payment Date
March 31 April 15
June 30 July 15
September 30 October 15
December 31 January 15
For example, a dividend payable October 15 will be reinvested if a
completed Enrollment Card is received by the Bank on or before September 30.
If the Enrollment Card is received after September 30, but on or before
December 31, the first dividend reinvested will be the dividend payable
January 15.
Once in the Plan, a Holder will remain a participant until he or she
terminates his or her participation (see Questions 27 and 28) or sells all
shares held in his or her own name and in his or her Plan account.
7. What does the Enrollment Card provide?
The Enrollment Card provides for the purchase of additional shares of
Common Stock through the following investment options:
(a) Full Dividend Reinvestment directs the Company to invest all cash
dividends on all shares then or subsequently registered in your
name and also permits you to make optional cash payments for the
purchase of additional shares, all in accordance with the Plan.
(b) Partial Dividend Reinvestment directs the Company to invest the
cash dividends on a specified number of the shares then
registered in your name (or if a lesser number are registered in
your name in the future, the cash dividends on the lesser number)
and also permits you to make optional cash payments for the
purchase of additional shares, all in accordance with the Plan.
(c) Optional Cash Payments Only permits you to make optional cash
payments for the purchase of additional shares in accordance with
the Plan, without reinvesting dividends on those shares held of
record by you.
Under any of the investment options, cash dividends on all shares held in
your account under the Plan, including dividends on such shares purchased
with optional cash payments, will be reinvested in accordance with the Plan.
8. Is partial reinvestment of dividends possible under the Plan?
Yes. You may elect to have dividends reinvested on all or a specified
number of the shares of Common Stock registered in your name. You will
receive a check for any remainder of the dividends. However, dividends on
all shares credited to your account under the Plan will be reinvested as long
as you participate in the Plan.
9. How may a shareholder change options under the Plan?
Shareholders may change investment options at any time by completing and
signing a new Enrollment Card and returning it to West One Bank, Idaho,
Corporate Trust Department, Post Office Box 7928, Boise, Idaho 83707,
Attention: Dividend Reinvestment. An Enrollment Card and postage-paid
envelope may be obtained at any time by contacting the Bank (see Question 5).
Beneficial Owners should refer to Question 5 for information on how to
participate in the Plan.
Questions 10 through 15 apply only to employees participating in the Plan.
10. How does an eligible employee become a participant?
Eligible employees, including employees who are not Holders, who wish to
participate in the Plan may complete, sign, and return an authorization form
to the Bank's Corporate Trust Department. If the form is received by the
first business day of a calendar month, the authorization will be effective
as of the first pay period occurring in that month; otherwise, the form will
be processed as of the first pay period occurring in the following month.
The employee may also make optional cash payments in accordance with the Plan
(see Questions 19 and 20). Employees may terminate payroll deductions at any
time while continuing to participate in the other investment options under
the Plan (see Questions 7 and 14).
Employees who are Holders may also elect to participate in the Plan in
the same manner as all other Holders (see Questions 5 through 9).
11. May a participating employee establish more than one account through
payroll deduction?
No. Each employee may establish only one account. The account must be
in the employee's name, provided that one joint owner may be specified if the
joint owner also signs the authorization form.
12. What are the limitations on payroll deductions?
The minimum payroll deduction is $5 per pay period, up to a maximum of
$2,500 per pay period. Payroll deductions will be made with respect to both
pay periods in each month.
13. How may an employee change his or her payroll deduction?
Within the limits specified in Question 12, an employee may change the
amount of his or her payroll deduction under the Plan at any time by
completing a new authorization form and returning it to the Bank. The change
will become effective in the same manner as for initial authorizations (see
Question 10).
Unless changed by the employee, payroll deductions will continue during
an employee's leave of absence as long as the employee continues to receive
salary or wage payments.
14. How may an employee terminate payroll deductions?
An employee may terminate payroll deductions at any time by completing a
new authorization form and returning it to the Bank. The termination shall
become effective in the same manner as for initial authorizations (see
Question 10). An employee may re-enroll in the payroll deduction feature of
the Plan at any time in the manner specified in Question 13.
15. When will payroll deductions be invested?
Payroll deductions will be invested on the Investment Date occurring in
the month following deduction (see Question 17). INTEREST WILL NOT BE PAID
ON PAYROLL DEDUCTIONS PRIOR TO INVESTMENT.
COSTS
16. Are there any expenses to participants in connection with purchases
under the Plan?
No. All costs of administration of the Plan will be paid by the Company.
There are no brokerage commissions or service charges for new shares
purchased under the Plan because shares are purchased from the Company.
There are no expenses in connection with withdrawal from the Plan (see
Question 25).
PURCHASES
17. When and at what price will shares of Common Stock be purchased under
the Plan?
Purchases of Common Stock with reinvested dividends will be made as of
the dividend payment date each quarter. Purchases of Common Stock with
optional cash payments and payroll deductions will be made as of the dividend
payment date for each month during which a cash dividend is paid and as of
the third Thursday of the month (or, if such date is not a trading day, as of
the first trading day thereafter) for each month in which a cash dividend is
not paid. Participants will become owners of shares purchased under the Plan
as of the date of purchase (the "Investment Date").
The price at which shares of Common Stock will be purchased with
reinvested dividends, payroll deductions or optional cash payments will be
equal to 100% of the market price of the Common Stock on the relevant
Investment Date. For purposes of the Plan, market price on any date will be
the average of the means of the daily high and low sales prices for the
Common Stock as reported on the National Association of Securities Dealers
Automated Quotation ("NASDAQ") National Market System for the period of ten
trading days ending on such date (or the period of ten trading days
immediately preceding such date if such sales prices are not available for
such date because the date is not a trading day or otherwise) (the "Pricing
Period"). A trading day is a day on which sales prices for the Common Stock
are quoted by the NASDAQ System. Adjustments in the market price of the
Common Stock shall be made in the event of any declarations of stock
dividends or splits as appropriate.
18. How many shares of Common Stock will be purchased for participants?
If you become a participant in the Plan, the number of shares to be
purchased depends on the amount of your reinvested dividends, payroll
deductions or optional cash payments and the purchase price of the Common
Stock. Your account will be credited with the number of shares, including
fractions computed to three decimal places, equal to the total amount to be
invested divided by the purchase price per share.
19. How are optional cash payments made?
Participants in the Plan may also make optional cash payments as
described below. If you elect to make only optional cash payments (and not
reinvest dividends on your Common Stock), the Company will pay cash dividends
on Common Stock registered in your name in the usual manner and will apply
any optional cash payments received from you to the purchase of additional
shares of Common Stock for your account under the Plan.
Optional cash payments may be submitted at any time and, if received by
the Bank by noon (Mountain Time) on the first day of the Pricing Period for
the next following monthly Investment Date, will be invested in Common Stock
on that Investment Date. Payments received after the above-specified time
but on or before the next following Investment Date will be held until the
succeeding Investment Date, at which time they will be invested in accordance
with the Plan. INTEREST WILL NOT BE PAID ON OPTIONAL CASH PAYMENTS PRIOR TO
INVESTMENT.
You may make an initial optional cash payment when enrolling in the Plan
by enclosing a check or money order, made payable to West One Bank, Idaho,
with the Enrollment Card or authorization form, as applicable. Thereafter,
optional cash payments may be made through the use of a cash payment form
sent to each participant periodically. The cash payment form should be
returned to the Bank with a check or money order. Alternatively, the cash
payment form may be sent by facsimile transmission (FAX 208-383-7168) if
payment is to be made by wire transfer; for wire transfer instructions, call
the Bank at (208) 383-7179. Beneficial Owners may make optional cash
payments through the submission of a B&N Form by their broker, bank or
nominee (see Question 5). The same amount of money need not be sent each
calendar month or quarter and no payment need be made in any given calendar
month or quarter.
20. What are the limitations on the amount of optional cash payments?
Any optional cash payments you wish to make must be at least $50 per
payment and may not total more than $5,000 (less the amount of any payroll
deductions during that month) for a given monthly Investment Date. Optional
cash payments received in an amount less than $50 or in excess of $5,000 with
respect to a given monthly Investment Date will be returned to you without
interest.
21. Will optional cash payments be returned upon request?
Optional cash payments received by the Bank will be returned to you upon
written request received by the Bank no later than the first day of the
Pricing Period for the monthly Investment Date on which they would otherwise
be invested under the Plan.
REPORTS TO PARTICIPANTS
22. What reports will be sent to participants in the Plan?
As soon as practicable after each purchase of additional shares, a
statement of account will be mailed to you. These statements are a record of
the cost of purchase of shares under the Plan and should be retained for
income tax purposes. In addition, you will be sent revised Prospectuses for
the Plan and copies of the Company's annual and quarterly reports to
shareholders, notices of annual meeting, proxy statements and dividend income
information for tax reporting purposes.
DIVIDENDS
23. Will participants be credited with dividends on shares held in their
accounts under the Plan?
Yes. As the record holder for the shares held in participants' accounts
under the Plan, the Bank will receive dividends for all Plan shares held on
the dividend record date, will credit such dividends to participants'
accounts on the basis of whole and fractional shares held in these accounts,
and will automatically reinvest such dividends in additional shares of Common
Stock.
CERTIFICATES FOR SHARES
24. Will certificates be issued for shares of Common Stock purchased
under the Plan?
The Company will not issue to you certificates for shares of Common Stock
purchased under the Plan except upon your written request (see Question 25)
or upon termination of your account (see Questions 27-30). Your shares will
be held in the name of the Bank or its nominee. The number of shares
purchased for your account under the Plan will be shown on your statement of
account. This feature protects against loss, theft or destruction of stock
certificates.
25. How may a participant withdraw shares purchased under the Plan?
Certificates for any number of whole shares credited to your account
under the Plan will be issued to you upon your written request to the Bank
specifying the number of whole shares to be withdrawn. Certificates for
fractions of shares will not be issued. If your request for withdrawal is
received on or after a dividend record date, it will not be acted upon until
after the dividends for such record date have been reinvested and the Common
Stock so purchased has been credited to your account. If you are reinvesting
cash dividends with respect to all shares registered in your name, cash
dividends with respect to shares withdrawn from your account will continue to
be reinvested. Dividends on any fractional shares remaining in your account
will also continue to be reinvested.
Your account under the Plan will be maintained in the name(s) in which
your certificates were registered at the time you entered the Plan or, for
employees, as specified on your authorization form. Therefore, certificates
for whole shares will be similarly registered when issued at your request.
Should you want your shares registered and issued in a different name or
should you want to change the name in which your account is maintained, you
must so indicate in a written request and comply with any applicable transfer
requirements. If you wish to pledge shares credited to your account, you
must first withdraw such shares from the account.
26. What happens to fractions of shares upon withdrawal or termination?
The Bank, at its discretion, may terminate any account which contains
only a fraction of a share. If your account contains a fractional share for
which withdrawal is requested, or if the account is terminated by the Bank,
the Bank will make a cash payment equal to the market price of the Common
Stock on such date multiplied by such fraction.
TERMINATION
27. How is participation in the Plan terminated?
In order to terminate your participation in the Plan, you must send a
request for termination to the Bank by mail to the Bank's address shown in
Question 5 or by facsimile transmission (FAX 208-383-7168). Employees must
use an authorization form to notify the Company to discontinue payroll
deductions.
28. When may participation in the Plan be terminated?
Holders may request termination of participation in the Plan at any time.
If the request for termination is received prior to the next cash dividend
record date, the amount of the dividend which otherwise would have been
invested on the dividend payment date will be paid to the Holder. If the
request to terminate participation is received on or after a dividend record
date, any cash dividend paid on the related dividend payment date shall be
reinvested as if a notice of termination had not been received. The request
shall then be processed as promptly as possible following such dividend
payment date.
Employees may terminate participation in the Plan at any time by written
notice to the Bank, which notice shall include a direction to discontinue
payroll deductions, if applicable. If the notice is received by the first
business day of a calendar month, the termination will be processed
immediately following the Investment Date for that month; otherwise, the
termination will be processed following the Investment Date for the following
month.
Any uninvested optional cash payment sent to the Bank prior to the notice
of termination shall be returned provided the termination request is received
no later than the first day of the Pricing Period for the next Investment
Date.
There will be no further investment of cash dividends until a new
Enrollment Card or, for employees, an authorization form is received by the
Bank.
29. What happens when participation is terminated?
A shareholder or employee who ceases to participate in the Plan will
receive a stock certificate for whole shares credited to the participant's
account under the Plan plus a check for the amount payable in lieu of any
fractional share.
30. What happens if all shares of Common Stock registered in the
participant's name are transferred or sold?
If you dispose of all shares of Common Stock registered in your own name,
the Bank will continue to reinvest the dividends on the shares held in your
account under the Plan until you withdraw all such shares from your account,
and will continue reinvestment after such withdrawal to the extent you have
selected dividend reinvestment as your investment option. Disposal of all
shares held in your name and all shares in your account shall terminate your
participation in the Plan.
OTHER INFORMATION
31. How does a participant sell shares held in his or her name or held in
his or her account under the Plan?
You may sell any number of shares registered in your name through your
broker in the same manner as usual. If you have chosen to reinvest the
dividends on your shares, the dividends on the shares which you have sold
will continue to be reinvested unless notice of the sale and transfer is
given to the Bank, which is the Company's transfer agent, prior to the next
following dividend record date.
In order to sell shares held in your account under the Plan, you must
first withdraw the shares from your account (see Questions 25-26). Upon
withdrawal, you will receive a certificate for the number of shares you have
specified to be withdrawn and may sell the shares represented by such
certificate in the usual manner.
32. If the Company has a Common Stock rights offering, how will the
rights on the Plan shares be handled?
Participation in any rights offering will be based upon both the shares
of Common Stock registered in participants' names and the whole shares
credited to participants' accounts. Rights certificates will not be issued
for fractional shares.
33. What happens if the Company issues a dividend payable in Common Stock
or declares a stock split?
Any stock dividend or shares resulting from stock splits distributed by
the Company with respect to shares of Common Stock, both whole and
fractional, credited to a participant's account under the Plan will be added
to the participant's account. Any such additional shares shall be deemed to
be covered by this Prospectus.
34. How will a participant's Plan shares be voted at a meeting of
shareholders?
All whole shares of Common Stock credited to your account under the Plan
will be voted at a meeting of shareholders as you direct. Fractional shares
credited to your account will not be entitled to vote.
You will receive a proxy card for shares registered in your name as well
as for whole shares credited to your account. Unless you wish to vote such
shares in person at the shareholders' meeting, you should return the proxy
card to the Bank as transfer agent before the meeting date. When you return
an executed proxy card, all such shares will be voted as indicated.
35. What are the Federal income tax consequences of participation in the
Plan?
Income and basis. A participant in the dividend reinvestment feature of
the Plan will be treated for Federal income tax purposes as having received,
on the dividend payment date, a taxable dividend equal to the fair market
value (as defined below) on that date of the shares acquired with reinvested
dividends.
A participant in the optional cash payment feature of the Plan will be
treated, for Federal income tax purposes, as having received, on the
investment date, a dividend equal to the excess, if any, of the fair market
value on that date of the shares purchased with the optional payment over the
amount of the payment.
Employees of the Company who participate in the payroll deduction feature
of the Plan will have the same Federal income tax obligations with respect to
the payroll deductions as would otherwise apply if the money were not
deducted from the employee's pay. A participating employee will be treated
for Federal income tax purposes as having received the full amount of wages
or salary, even though the employee actually received that amount less the
payroll deductions.
The tax basis per share for shares acquired under the Plan will be equal
to the fair market value of the shares on the Investment Date.
For purposes of determining the amount of dividend income and basis, the
Company intends to report the fair market value of the shares as the market
price as determined under the Plan (see Question 17).
Holding period. The holding period for shares acquired under the Plan
will begin the day after the applicable Investment Date.
Withholding. In the case of Holders subject to backup withholding under
the Federal income tax laws, the amount of the dividend reinvested will be
reduced by the amount of the tax to be withheld.
Additional information. A participant will not realize any taxable
income when he or she receives certificates for whole shares previously
credited to his or her account under the Plan, either upon a request for such
certificates or upon withdrawal from or termination of the Plan. However, a
participant who receives, upon withdrawal of shares from or termination of
participation in the Plan, a cash payment for whole or fractional shares then
held in his or her account, will realize gain or loss measured by the
difference between the amount of the cash received and the tax basis thereof.
Such gain or loss generally will be capital in character if such whole or
fractional shares are a capital asset in the hands of the participant.
For further information as to tax consequences of participation in the
Plan, participants should consult with their own tax advisers. Information
for income tax purposes for each participant in the Plan will be printed on
the participant's statement of account.
36. What are the responsibilities of the Bank under the Plan?
Neither the Company, nor the Bank in administering the Plan, will be
liable for any act done in good faith or for any good faith omission to act
including, without limitation, any claim of liability arising out of failure
to terminate a participant's account upon such participant's death, prior to
receipt of notice by the Company or the Bank in writing of such death along
with instructions to terminate, or with respect to the prices at which shares
of Common Stock are purchased for the participant's account, the times when
such purchases are made or any fluctuations in the market value of the Common
Stock.
The participant should recognize that neither the Company nor the Bank
can provide any assurance of a profit or protection against loss on any
shares purchased under the Plan.
37. May the Plan be changed or discontinued?
The Company reserves the right to amend, suspend, or terminate the Plan
at any time, including the period between a dividend record date and the
related dividend payment date. Notice of any such amendment, suspension or
termination will be sent to all participants. The Company may also in its
sole discretion terminate any participant's participation in the Plan at any
time.
38. How is the Plan to be interpreted?
Any question of interpretation arising under the Plan will be determined
by the Company and any such determination shall be conclusive.
39. Where should correspondence regarding the Plan be directed?
All correspondence concerning the Plan should be addressed to:
West One Bank, Idaho
Corporate Trust Department
Post Office Box 7928
Boise, Idaho 83707
Attention: Dividend Reinvestment
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission are incorporated herein
by reference:
(a) The Company's annual report on Form 10-K for the year ended
December 31, 1992.
(b) The Company's quarterly reports on Form 10-Q for the quarters
ended March 31, 1993, June 30, 1993, and September 30, 1993.
(c) The Company's report on Form 8-K dated July 16, 1993.
(d) The description of Common Stock set forth in Exhibit 99 to the
Company's report on Form 8-K dated July 16, 1993.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934, subsequent to the date of
this Prospectus and prior to the termination of the offering pursuant to the
Plan, shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of filing of such documents.
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
The Company's Articles of Incorporation provide that directors and
officers shall be indemnified to the full extent permissible under Idaho law.
Section 30-1-5 of the Idaho Business Corporation Act authorizes a
corporation, upon certain conditions, to indemnify each person who is or was
a director or officer of the corporation, or is or was serving at the request
of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
certain expenses and amounts actually and reasonably incurred by him in
connection with any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative in which
he was or is a party or is threatened to be made a party by reason of being
or having been such director, officer, employee or agent. Reference is made
to Article VII of the Company's Articles of Incorporation for a complete
statement of the indemnification provision.
The Company has also entered into an indemnification agreement with each
of its directors. Each such agreement provides that the Company will
indemnify the director (i) against any and all liability and expense
whatsoever by reason of or arising from the fact that he or she is or was a
director of the Company, or is or was serving at the request of the Company
as a director, officer, partner, trustee, employee, or agent of another
corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise, or by reason of or arising from any action taken or not
taken in such capacity, and (ii) to the full extent permissible under
Section 30-1-5 of the Idaho Business Corporation Act; provided that no
indemnity shall be paid by the Company under the agreement (A) on account of
the director's conduct which is finally adjudged to have involved willful
misconduct of a culpable nature, deliberate dishonesty, or fraud, (B) on
account of liability under Section 16(b) of the Securities Exchange Act of
1934, (C) if a final decision by a court having jurisdiction shall determine
that such indemnification is unlawful, or (D) for amounts paid in settlement
of any proceeding without the Company's written consent, which shall not be
unreasonably withheld. Each such agreement also provides that the Company
will maintain in effect, so long as the director continues to serve in such
capacity and thereafter for six years and for such further period as he or
she is subject to any threatened, pending or completed action, suit or
proceeding of the type described above, director and officer liability
insurance coverage at least equivalent to the coverage provided at the date
the agreement was entered into, unless such insurance is not reasonably
available or the premium cost is substantially disproportionate to the amount
or scope of coverage.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling
the Company pursuant to the foregoing provisions, the Company has been
informed that in the opinion of the Commission such indemnification is
against public policy as expressed in the Act and is therefore unenforceable.
The Company maintains directors' and officers' liability insurance with
limits of $10,000,000 per policy year under which the Company's directors and
officers are insured against loss (as defined) as a result of claims brought
against them based upon their acts or omissions in such capacities.
=============================================================================
==
No person has been authorized to give any information or to make any
representations, other than those contained in or incorporated by reference
in this Prospectus, in connection with the offer contained in this Prospectus
and, if given or made, such information and representations must not be
relied upon. This Prospectus does not constitute an offer of any securities
other than the registered securities to which it relates or an offer to any
person in any state in which such offer may not lawfully be made. Neither
the delivery of this Prospectus nor any sale made hereunder shall, under any
circumstances, create any implication that there has been no change in the
affairs of the Company since the date hereof.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Securities and Exchange Commission filing fee . . . . . . . . $31,172
*Printing and engraving. . . . . . . . . . . . . . . . . . . . . 5,000
*Accounting services . . . . . . . . . . . . . . . . . . . . . . 2,000
*Legal services. . . . . . . . . . . . . . . . . . . . . . . . . 3,500
*Expenses of qualification under blue sky laws (including counsel
fees) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,000
*Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . 1,328
Total $46,000
_____________
*Estimated
Item 15. Indemnification of Directors and Officers.
Section 30-1-48 of the Idaho Business Corporation Act provides in
substance that any director against whom a claim shall be asserted under or
pursuant to said section for the payment of a dividend or other distribution
of assets of a corporation, and who shall be held liable thereon, shall be
entitled to contribution from the shareholders who accepted or received such
dividend or assets, knowing the same to have been made in violation of the
Act. Said section also provides that any such director shall be entitled to
contribution from the other directors who voted for or assented to the action
upon which the claim is asserted.
The registrant's articles of incorporation provide that directors and
officers shall be indemnified to the full extent permissible under Idaho law.
Section 30-1-5 of the Act authorizes a corporation, upon certain conditions,
to indemnify each person who is or was a director or officer of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against certain expenses and
amounts actually and reasonably incurred by him in connection with any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative in which he was or is a party or is
threatened to be made a party by reason of being or having been such
director, officer, employee or agent.
The registrant has also entered into an indemnification agreement
with each of its directors. Each such agreement provides that the registrant
will indemnify the director (i) against any and all liability and expense
whatsoever by reason of or arising from the fact that he or she is or was a
director of the registrant, or is or was serving at the request of the
registrant as a director, officer, partner, trustee, employee or agent of
another corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise, or by reason of or arising from any action taken or not
taken in such capacity, and (ii) to the full extent permissible under
Section 30-1-5 of the Idaho Business Corporation Act; provided that no
indemnity shall be paid by the registrant under the agreement (A) on account
of the director's conduct which is finally adjudged to have involved willful
misconduct of a culpable nature, deliberate dishonesty or fraud, (B) on
account of liability under Section 16(b) of the Securities Exchange Act of
1934, (C) if a final decision by a court having jurisdiction shall determine
that such indemnification is unlawful, or (D) for amounts paid in settlement
of any proceeding without the registrant's written consent, which shall not
be unreasonably withheld. Each such agreement also provides that the
registrant will maintain in effect, so long as the director continues to
serve in such capacity and thereafter for six years and for such further
period as he or she is subject to any threatened, pending or completed
action, suit or proceeding of the type described above, director and officer
liability insurance coverage at least equivalent to the coverage provided at
the date the agreement was entered into, unless such insurance is not
reasonably available or the premium cost is substantially disproportionate to
the amount or scope of coverage.
The registrant maintains directors' and officers' liability insurance
with limits of $10,000,000 per policy year under which the registrant's
directors and officers are insured against loss (as defined) as a result of
claims brought against them based upon their acts or omissions in such
capacities.
Item 16. Exhibits.
The Index to Exhibits listing the exhibits required by Item 601 of
Regulation S-K is located at page II-4.
Item 17. Undertakings.
(a) The registrant hereby undertakes:
(i) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(A) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933 ("Securities
Act");
(B) To reflect in the prospectus any facts or
events arising after the effective date of the
registration statement (or the most recent post-
effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the
information set forth in the registration statement;
(C) To include any material information with
respect to the plan of distribution not previously
disclosed in the registration statement or any
material change to such information in the
registration statement;
Provided, however, that paragraphs (a)(i)(A) and (a)(i)(B) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Company
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 ("Exchange Act") that are incorporated by reference in the registration
statement.
(ii) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(iii) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be
a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, and
controlling persons of the registrant pursuant to the provisions described in
Item 15 above, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission, such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer, or controlling person of the registrant in the
successful defense of any action, suit, or proceeding) is asserted by such
director, officer, or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the
final adjudication of such issue. The foregoing undertaking shall not apply
to indemnification which is covered by insurance.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this post-
effective amendment to the registration statement on Form S-3 to be signed on
its behalf by the undersigned, thereunto duly authorized, in the city of
Boise, state of Idaho, on the 8th day of March, 1994.
WEST ONE BANCORP
(Registrant)
By /s/ Scott M. Hayes
Scott M. Hayes
Executive Vice President
and Chief Financial Officer
__________________________
Pursuant to the requirements of the Securities Act of 1933, this
post-effective amendment to the registration statement on Form S-3 has been
signed by the following persons in the capacities indicated as of the 8th day
of March, 1994.
Signature Title
(1) Principal Executive Officer and Director: Chairman and Chief Executive
Officer and Director
DANIEL R. NELSON *
Daniel R. Nelson
(2) Principal Financial Officer: Executive Vice President and
Chief Financial Officer
/s/ Scott M. Hayes
Scott M. Hayes
(3) Principal Accounting Officer: Senior Vice President and
Controller
JIM A. PETERSON *
Jim A. Peterson
(4) A majority of the Board of Directors:
HARRY BETTIS*
WILLIAM J. DEASY* Director
JOHN B. FERY*
STUART A. HALL*
D. MICHAEL JONES*
JACK B. LITTLE*
WARREN E. MCCAIN*
DOUGLAS W. MCCALLUM*
ALLEN T. NOBLE*
PHILIP B. SOULEN*
*By /s/ Dwight V. Board
Dwight V. Board, Attorney-in-Fact
<PAGE>
INDEX TO EXHIBITS
Sequential
Page No.
4.1 Article III, Section B; Article X; and Article XII of the
registrant's Amended Articles of Incorporation, incorporated by
reference to Exhibit 3.1 to the registrant's Report on Form 8-K dated
July 16, 1993.
4.2 Article II of the registrant's Bylaws, incorporated by reference to
Exhibit 3-B to the registrant's Annual Report on Form 10-K for the
year ended December 31, 1991.
4.3 Shareholder Rights Plan, incorporated by reference to Exhibit 4-B to
the registrant's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1989.
5. Opinion of counsel re legality.*
23.1 Consent of Coopers & Lybrand, independent public accountants.*
23.2 Consent of counsel (included in Exhibit 5).
24. Power of attorney of certain officers and directors.*
*Previously filed
Other exhibits listed in Item 601 to Regulation S-K are not
applicable.<PAGE>
