As filed with the Securities and Exchange Commission on
November 8, 1996
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 1 to Form 8-K
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 22, 1996
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 number)
Commission file number 0-10897
4770 Campus Drive, Suite 250
Newport Beach, California 92660-1833
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (714) 442-9330
Not applicable
(Former name or former address, if changed since last report)
THIS REPORT INCLUDES A TOTAL OF 5 PAGES
West Coast Bancorp and Subsidiaries
Item 4. Changes in Registrant's Certifying Account.
On October 29, 1996, West Coast Bancorp (the Registrant) filed a Form 8-
K which stated that during the two fiscal years ended December 31, 1995
and the subsequent interim period through October 22, 1996, there were
no disagreements with KPMG Peat Marwick LLP on any matter of accounting
principles or practices, financial statement disclosure, or auditing
scope or procedures, which disagreements if not resolved to its
satisfaction would have caused it to make reference in connection with
its report to the subject matter of the disagreement. West Coast filed
the report on Form 8-K after providing a copy of the disclosure to KPMG
Peat Marwick LLP four days earlier. Representatives of KPMG Peat
Marwick LLP were unable to provide the Registrant with a copy of their
letter stating whether or not the accountant agreed with the statements
made by the registrant in time to be included with the filing on
October 29, 1996.
On November 5, 1996, the prior engagement partner from KPMG Peat
Marwick LLP informed the Registrant that, after discussions held with
their headquarters, they believed that the following disclosure must be
made:
"KPMG Peat Marwick LLP disagreed with the Registrant over
the accounting principle adopted to account for a
contribution of $3.4 million made by the Registrant to its
wholly owned subsidiary during January 1995. The
Registrant treated the contribution as a repayment of
management fees and included the amount in earnings of the
wholly owned subsidiary during the year ended December 31,
1995. KPMG Peat Marwick LLP believes that the amount should
have been treated as a contribution of capital and treated
as additional paid-in capital in the books of the wholly
owned subsidiary."
The accounting principle in question did not affect the Registrant's
consolidated financial statements. Further, although no separate audit
of the financial statements of the wholly owned subsidiary was
performed for the year ended December 31, 1995, an opinion was received
from a qualified independent accountant (not the successor accountant)
that concluded that the Registrant's accounting for repayment of
management fees was in accordance with generally accepted accounting
principles.
The subject matter of the disagreement was discussed among KPMG Peat
Marwick LLP and the members of the Audit Committee of the Board of
Directors of West Coast Bancorp. West Coast Bancorp has authorized the
former accountant to respond fully to the inquiries of the successor
accountant concerning the subject matter of the disagreement. Although
the Registrant disclosed the disagreement to all of the prospective
successor accountants interviewed during the selection process the
decision to select Arthur Andersen as the successor accountant was not
based on their discussions of the Registrant's accounting treatment of
the repayment of management fees.
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West Coast Bancorp and Subsidiaries
Item 7. Financial Statements and Exhibits
(a) Exhibits:
Exhibit 16. Letter re change in certifying accountants.
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West Coast Bancorp and Subsidiaries
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
WEST COAST BANCORP
(Registrant)
Date: November 8, 1996 By /s/Frank E. Smith
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Frank E. Smith, Senior Vice President
and Chief Financial Officer
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EXHIBIT 16
KPMG Peat Marwick LLP (letterhead)
650 Town Center Drive Telephone (714) 850-4300
Suite 1501 Telefax (714) 850-4488
Costa Mesa, CA 92626
November 8, 1996
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
We were previously principal accountants for West Coast Bancorp and,
under the date of February 29, 1996, we reported on the consolidated
financial statements of West Coast Bancorp and subsidiaries as of and
for the years ended December 31, 1995 and 1994. On October 22, 1996,
our appointment as principal accountants was terminated. We have read
West Coast Bancorp's statements included under Item 4 of its Form 8-K
dated October 22, 1996, and as amended by Item 4 of its Form 8-KA dated
October 22, 1996 and we agree with such statements, except that we are
not in a position to agree or disagree with the following statements:
"On October 22, 1996 the Board of Directors approved the
recommendation by the Audit Committee of the Board of
Directors to engage Arthur Andersen LLP as the independent
accountants for West Coast Bancorp and its subsidiaries.
Further, although no separate audit of the financial
statements of the wholly owned subsidiary was performed
for the year ended December 31, 1995, an opinion was
received from a qualified independent accountant (not the
successor accountant) that concluded that the Registrant's
accounting for repayment of management fees was in accordance
with generally accepted accounting principles.
Although the Registrant disclosed the disagreement to all
of the prospective successor accountants interviewed during
the selection process the decision to select Arthur Andersen
as the successor accountant was not based on their discussions
of the Registrant's accounting treatment of the repayment of
management fees."
Very truly yours,
/s/ KPMG Peat Marwick LLP
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