As filed with the Securities and Exchange Commission on May 1, 1995
FORM 10-K/A
Amendment No. 1 to Form 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1994
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from N/A to N/A
Commission File Number: 0-10897
WEST COAST BANCORP
(Exact name of registrant as specified in its charter)
California 95-3586860
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4770 Campus Drive, Suite 250
Newport Beach, California 92660-1833
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (714)724-8733
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, No Par Value
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. YES X NO
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (subsection 229.405 of this chapter) is not contained
herein, and will not be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by reference in Part
III of this Form 10-K or any amendment to this Form 10-K.[ ]
As of February 28, 1995, the aggregate market value of the voting stock held
by non-affiliates of the registrant was approximately $2,292,000 based upon
the last sale price on such date.
Number of shares of Common Stock of the registrant outstanding as of February
28, 1995: 9,192,942
This report contains a total of 8 pages
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PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The Bylaws of the Company provide that the Company shall have not less
than five nor more than nine directors, unless changed by a bylaw amending
Section 3.3(b) of Article 3 of the Company's Bylaws, duly adopted by the vote
or written consent of the Company's shareholders. The Bylaws further provide
that the exact number of directors shall be fixed from time to time, within
the foregoing range, by a bylaw or amendment thereof or a resolution duly
adopted by the Board of Directors or by the shareholders. The number of
directors is currently fixed at six.
The following table sets forth certain information of the directors of
the Company.
Year First
Elected or Position
Appointed as with the
Name of Director Age Director Company
John B. Joseph 56 1981 Chairman of the
Board, President
and CEO
Ronald R. White 48 1981 Vice Chairman of
the Board and
Executive
Vice President
J. David Cheshier 48 1981 Director
L. Wayne Gertmenian, Ph.D. 55 1991 Director
Thomas A. Jones, C.P.A. 56 1990 Director
Lacy G. Marlette, Jr. 48 1987 Director
John B. Joseph is currently the Chairman of the Board, President and
Chief Executive Officer of the Company. He has been Chairman of the Board of
Directors of the Company since its inception in 1981 and Chief Executive
Officer since April 1991. Mr. Joseph also serves, or has served, in the
following capacities during the past five years: President of the Company
from 1987 to April 1991 and from April 1993; Vice Chairman of the Board of
Directors of The Centennial Group, Inc., a Delaware corporation ("CGI"),
since 1987; Senior Executive Vice President of CGI from July 1987 to July
1993; general partner of various limited partnerships engaged in real estate
development and lending activities. Mr. Joseph presently holds and has held,
over the past five years, various positions in the subsidiaries of the
Company. Mr. Joseph is a director of the Company's subsidiaries Sunwest Bank
and WCV, Inc. Mr. Joseph presently holds and has held, over the past five
years up until July 1993, various positions in the subsidiaries of CGI. Mr.
Joseph beneficially owns approximately 9.4% of the outstanding common stock
of CGI.
Ronald R. White is currently Executive Vice President and Vice Chairman
of the Board of Directors of the Company. Mr. White also serves, or has
served, in the following capacities during the past five years: Chairman of
the Board of Directors, President and Chief Executive Officer of CGI since
1987; general partner of various limited partnerships engaged in real estate
development and lending activities. Mr. White is a director of Sunwest Bank
and WCV, Inc. Mr. White presently holds and has held, over the past five
years, various positions in the subsidiaries of the Company and CGI. Mr.
White beneficially owns approximately 9.2% of the outstanding common stock of
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CGI.
J. David Cheshier is a certified public accountant in the employ of L.G.
Marlette, Jr. Accountancy Corporation, Certified Public Accountants. Mr.
Cheshier has served as a director, Senior Vice President and the Chief
Financial Officer of CGI and as an executive officer of all of the
subsidiaries of CGI from 1987. Mr. Cheshier resigned his officer positions
at CGI and its subsidiaries during December 1993 and his director position
during March 1994.
L. Wayne Gertmenian, Ph.D., is an economics professor at Pepperdine
University's Graduate School of Business and serves as its spokesman on
business and management. Dr. Gertmenian served the Nixon and Ford
administrations as a Chief Detente Negotiator in Moscow for the Chairman of
the National Security Council; as an emissary to Tehran for the Secretary of
Commerce; and as a Special Assistant to the Secretary of Housing and Urban
Development. His corporate experience includes five years as the Executive
Vice President of one of the nation's leading food processors. Dr.
Gertmenian received his Doctorate in Economics at the University of Southern
California.
Thomas A. Jones, C.P.A., is a professor of accounting and business at
DeVry Institute of Technology. Mr. Jones was the President of R&G Sloane, a
manufacturer of plastic piping products, from 1988 to 1990 when R&G Sloane
was acquired. Mr. Jones served as a Group Executive with ITT Corporation
from 1980 to 1988.
Lacy G. Marlette, Jr. is a certified public accountant and President of
L.G. Marlette, Jr., Accountancy Corporation, Certified Public Accountants.
Mr. Marlette has been a certified public accountant since 1972. He has
provided accounting services for Messrs. Joseph and White and their
affiliates.
For information concerning executive officers of the registrant see
"Item 4.A Executive Officers of the Registrant."
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's executive officers and directors, and persons who own more than 10%
of a registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange
Commission. Executive officers, directors and greater than 10% shareholders
are required by regulation to furnish the Company with copies of all Section
16(a) forms they file.
Based solely on the review of the copies of such forms furnished to the
Company, or a written representation that no Form 5 was required, the Company
believes that, during the fiscal year ended December 31, 1994, all Section
16(a) filing requirements applicable to its executive officers, directors and
greater than 10% shareholders were complied with except for Mr. Joseph and
Mr. White who each had one late filing during 1994.
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Item 11. EXECUTIVE COMPENSATION
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
<TABLE>
The following table sets forth certain summary information concerning
compensation paid or accrued by the Company to or on behalf of the Company's
Chief Executive Officer and each of the four other executive officers of the
Company (determined as of the end of the last fiscal year) (the "Named
Executives") for each of the fiscal years ended December 31, 1994, 1993 and
1992:
SUMMARY COMPENSATION TABLE
<CAPTION> Long-Term
Annual Compensation Compensation
Securities
Underlying All
Name and Salary Bonus Other Options Other
Principal Position Year ($) ($) ($) (#)(a) ($)(b)
<S> <C> <C> <C> <C> <C> <C>
JOHN B. JOSEPH(c) 1994 107,000 - 12,000 - 2,000
President and CEO, 1993 185,000 - 31,000 - 4,000
Company 1992 189,000 - 31,000 15,000 4,000
Officer, Company
JAMES G. LeSIEUR, III 1994 160,000 - - - 4,000
President and CEO, 1993 181,000 - - - 2,000
Sunwest Bank 1992 183,000 - - - 4,000
JOHN F. MCGRATH(d) 1994 135,000 - 16,000 - 4,000
President and CEO, 1993 130,000 - 16,000 - 3,000
Sacramento First 1992 120,000 23,000 16,000 - 2,000
National Bank
WILLIAM J. MYLYMOK(e) 1994 127,000 - - - -
Administrative 1993 322,000 - 38,000 - 3,000
Consultant, Company 1992 375,000 - 12,000 - 4,000
FRANK E. SMITH(f) 1994 125,000 - - - 4,000
Senior Vice President, 1993 130,000 - 28,000 - 4,000
CFO and Secretary, 1992 131,000 - - 15,000 4,000
Company and Sunwest Bank
<FN>
(a) Includes options issued by the Company to purchase shares of the
Company's common stock.
(b) Includes amounts contributed by the Company and its subsidiaries to the
West Coast Bancorp 401(k) Profit Sharing Plan and allocated to the Named
Executives vested or unvested account under such plan ("401(k) matching
contributions").
(c) Mr. Joseph's other annual compensation includes director's fees of
$9,000, $16,000 and $17,000 accrued by the Company, director's fees of
$0, $4,000 and $9,000 paid by Sunwest Bank, director's fees of $3,000,
$4,000 and $3,000 paid by Sacramento First National Bank and director's
fees of $0, $0 and $3,000 paid by WCV, Inc. in 1994, 1993 and 1992,
respectively. Accrued but unpaid salaries and director's fees totaled
$35,000 at December 31, 1994.
(d) Mr. McGrath's other annual compensation represents perquisites provided
by Sacramento First National Bank which include the use of a company
automobile valued at approximately $10,000 for each year presented. Mr.
McGrath is no longer employed by West Coast Bancorp or its subsidiaries.
(e) Mr. Mylymok's other annual compensation in 1993 includes $25,000 of
salary deferred at his option and director's fees of $11,000 and $9,000
paid by Sunwest Bank and director's fees of $2,000 and $3,000 paid by
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WCV, Inc. in 1993 and 1992, respectively. Mr. Mylymok is no longer
employed by West Coast Bancorp or its subsidiaries. Mr. Mylymok's
salary for 1994 and a portion of his 1993 salary was accrued but not
paid by the Company. Mr. Mylymok has a judgment against West Coast in
the amount of $312,000 plus interest and is actively pursuing collection
of the judgment.
(f) Mr. Smith's 1994 salary and $109,000 of his 1993 salary was paid by
Sunwest Bank. The remainder of his 1993 salary and his 1992 salary was
paid by the Company. During 1993, Mr. Smith assumed the responsibility
of Chief Financial Officer of Sunwest Bank, and Sunwest Bank began
paying his salary. In conjunction with this change, the Company paid
Mr. Smith $28,000 in accrued vacation and holiday benefits, included in
other annual compensation.
</TABLE>
EMPLOYMENT AND TERMINATION OF EMPLOYMENT AGREEMENTS
Although Mr. Joseph does not have a formal employment agreement, in
November 1994 his base salary was increased to $145,000 and during the first
quarter of 1995 he had accrued bonuses at the Company of $70,000 from the
sale of Sacramento First and $45,000 from Sunwest achieving a 6.5% leverage
ratio.
STOCK OPTIONS
No stock options were granted to the Named Executives during 1994.
OPTION EXERCISES AND HOLDINGS
<TABLE>
The following table provides information with respect to the Named
Executives concerning the exercise of options during the fiscal year ended
December 31, 1994 and unexercised options held by the Named Executives as of
December 31, 1994:
<CAPTION>
AGGREGATED OPTION(A) EXERCISES IN FISCAL YEAR 1994
AND FY-END OPTION VALUES (a)
Shares Number of Unexercised Value of
Acquired Options Unexercised In-the-
on Value at Money Options at
Exercise Realized 12/31/94 (#) 12/31/94 ($)(c)
Name (b) (#) ($) Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C> <C> <C>
John B. Joseph - - 46,000 19,000 N/A N/A
James G. LeSieur - - 19,000 6,000 N/A N/A
Frank E. Smith - - 30,000 15,000 N/A N/A
<FN>
(a) The Company has no plans pursuant to which stock appreciation rights may
be granted.
(b) Mr. McGrath and Mr. Mylymok are no longer employed by the Company and
their stock options have expired.
(c) Value of unexercised "in-the-money" options is the difference between
the market price of the common stock on December 31, 1994 and the
exercise price of the option, multiplied by the number of shares subject
to the option. Since the stock price at December 31, 1994 ($.31 per
share) was less than the exercise prices, the unexercised options have
no "in-the-money" value.
</TABLE>
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COMPENSATION OF DIRECTORS
During 1994, each non-employee and employee director received $1,000 and
$750, respectively, for each regular meeting of the Board of Directors
attended. The aggregate amount of directors' fees incurred in 1994 was
$61,000. In October 1994 the Company discontinued cash payments of
director's fees. The Company continues to accrue and record a corresponding
payable for their expenses. Employee and non-employee directors are eligible
to participate in the Company's 1988 Stock Option Plan subject to certain
specific limitations. No stock options were granted in 1994.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
<TABLE>
The following sets forth, as of April 25, 1995, the common stock
ownership of each director and executive officer of the Company individually,
all directors and executive officers as a group, and each person known by the
Company to be the beneficial owner of more than 5% of the Company's common
stock.
<CAPTION>
Shares
Relationship Shares That Total Percent
Name of With Actually May Be Beneficial of
Beneficial Owner Company Owned(a) Acquired(b) Ownership(a) Class(c)
<S> <C> <C> <C> <C> <C>
John B. Joseph(d) Chairman of 893,690 199,290(e) 1,092,980 11.6%
the Board,
President
and CEO
Ronald R. White(d) Vice Chairman 792,958 143,032(e) 935,990 10.0%
of the Board
and Executive
Vice President
J. David Cheshier Director 2,000 36,000(f) 38,000 *
L. Wayne Gertmenian Director 6,765 18,000(f) 24,765 *
Thomas A. Jones Director 4,300 21,000(f) 25,300 *
Lacy G. Marlette, Jr. Director 219 36,000(f) 36,219 *
James G. LeSieur, III President, - 22,000(f) 22,000 *
Sunwest Bank
Frank E. Smith CFO, Company 8,100 37,290(e) 45,390 *
and Sunwest
Bank
Directors and Executive 1,708,032 512,613(e) 2,220,645 22.9%
Officers (11 individuals)
<FN>
* Less than 1%
(a) Except as otherwise noted below, each person has sole voting and
investment power with respect to the shares listed.
(b) Shares that may be acquired within 60 days of April 25, 1995.
(c) The percentage ownership interest of each individual or group is based
upon the total number of shares of the Company's common stock
outstanding plus the shares which the respective individual or group has
the right to acquire within 60 days after April 25, 1995 through the
exercise of stock options or conversion of 10% convertible subordinated
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debentures due 1996.
(d) The address of Messrs. Joseph and White is in care of the Company, 4770
Campus Drive, Suite 250, Newport Beach, California 92660-1833.
(e) Shares that may be acquired pursuant to the exercise of stock options or
conversion of 10% convertible subordinated debentures.
(f) Shares that may be acquired pursuant to the exercise of stock options.
</TABLE>
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Mr. Joseph served as a director of CGI during 1994. Mr. White
served as a director and executive officer of CGI during 1994. Mr. Cheshier
served as a director of CGI until April 1994. CGI and the Company engaged in
certain transactions during 1994. The Company had payables to CGI of $35,000
at December 31, 1994. The Company had notes payable and accrued interest to
CGI and Centennial Capital, Inc., a wholly owned subsidiary of CGI, totaling
$436,000 at December 31, 1994. These include annual principal installments
with interest due on maturity at June 30, 1996 and bear interest at prime
plus 2%. The Company issued notes payable secured by various assets totaling
$425,000 through April 25, 1995 to provide liquidity for various operating
purposes. These notes are payable to Mr. Joseph or affiliates of Mr. Joseph
and are due on demand, in 1996 or in 1997 and bear interest at prime plus 2%
or 10% fixed.
Some of the directors and officers of the Company and its subsidiaries
and the entities with which they are associated are customers of, and have
had banking transactions with, the Company's banking subsidiaries, Sunwest
Bank and Sacramento First National Bank, in the ordinary course of the banks'
businesses during 1994, and Sunwest may have banking transactions with such
persons in the future. All loans and commitments to lend included in such
transactions were made in compliance with applicable laws and on
substantially the same terms, including interest rates, collateral and
repayment terms, as those prevailing for comparable transactions with other
persons of similar creditworthiness, and in the opinion of the respective
Boards of Directors of the banks, did not involve more than a normal risk of
collectibility, or present any other unfavorable features.
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Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized, on the 25th day
of April, 1995.
WEST COAST BANCORP
(Registrant)
By /s/ John B. Joseph
----------------------
John B. Joseph
Chairman of the Board, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant in the capacities and on the dates indicated.
/s/ John B. Joseph Chairman of the Board, April 25, 1995
------------------- President and
John B. Joseph Chief Executive Officer
(Principal Executive Officer)
/s/ Ronald R. White Executive Vice President April 25, 1995
------------------- and Director
Ronald R. White
/s/ Frank E. Smith Chief Financial Officer April 25, 1995
------------------- (Principal Financial
Frank E. Smith and Accounting Officer)
/s/ J. David Cheshier Director April 25, 1995
-------------------
J. David Cheshier
/s/ Dr. L. Wayne Gertmenian Director April 25, 1995
-------------------
Dr. L. Wayne Gertmenian
/s/ Thomas A. Jones Director April 25, 1995
-------------------
Thomas A. Jones
/s/ Lacy G. Marlette, Jr. Director April 25, 1995
-------------------
Lacy G. Marlette, Jr.
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