As filed with the Securities and Exchange Commission on April 29, 1996
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1 to Form 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1995
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)442-9330
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.[X]
As of February 28, 1996, the aggregate market value of the voting stock
held by non-affiliates of the registrant was approximately $2,843,000 based
upon the last sale price on such date.
Number of shares of Common Stock of the registrant outstanding as of February
28, 1996:
9,168,942
This report includes a total of 8 pages.
Part III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS
Election of Directors
The following table sets forth certain information, as of April 15,
1996, with respect to those individuals who are current Directors of the
Company.
Year First
Elected or Position
Appointed as with the
Name of Director Age Director Company
- ---------------- --- ------------ --------
John B. Joseph 57 1981 Chairman of the
Board, President
and CEO
Ronald R. White 49 1981 Vice Chairman of
the Board and
Executive
Vice President
J. David Cheshier, C.P.A. 49 1981 Director
L. Wayne Gertmenian, Ph.D. 56 1991 Director
Thomas A. Jones, C.P.A. 57 1990 Director
Lacy G. Marlette, Jr., C.P.A. 49 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"),
from 1987 to December 1995; 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 has
held, over the past five years up until July 1993, various positions in the
subsidiaries of CGI. 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.
Ronald R. White is currently Executive Vice President and Vice
Chairman of the Board of Directors of the Company. Mr. White has served in
the following capacities during the past five years: Chairman of the Board
of Directors, President and Chief Executive Officer of CGI from 1987 to
December 1995; general partner of various limited partnerships engaged in
real estate development and lending activities. Mr. White has held, over
the past five years up until December 1995, various positions in the
subsidiaries of CGI. 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.
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J. David Cheshier is a certified public accountant and is in the
employ of Vehicular Technologies Corporation, Results International, Inc.
and The Roxburgh Agency as a Vice President and Chief Financial Officer.
Vehicular Technologies primarily manufactures aftermarket automobile parts.
The Roxburgh Agency, Inc. is an advertising and public relations firm. 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.
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 Company see "FORM
10-K - 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, 1995, all
Section 16(a) filing requirements applicable to its executive officers,
directors and greater than 10% shareholders were complied with.
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ITEM 11. EXECUTIVE COMPENSATION
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
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 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, 1995,
1994 and 1993:
SUMMARY COMPENSATION TABLE
Annual Compensation
--------------------
All
Name and Salary Bonus Other Other
Principal Position Year ($) ($) ($) ($)(a)
- ------------------ ---- ------- ----- ----- ------
JOHN B. JOSEPH (b) 1995 164,000 115,000 9,000 -
President and CEO, 1994 107,000 - 12,000 2,000
Company 1993 185,000 - 31,000 4,000
Officer, Company
JAMES G. LeSIEUR, III 1995 160,000 - - 5,000
President and CEO, 1994 160,000 - - 4,000
Sunwest Bank 1993 181,000 - - 2,000
FRANK E. SMITH (c) 1995 125,000 - - 4,000
Senior Vice President, 1994 125,000 - - 4,000
CFO and Secretary, 1993 130,000 - 28,000 4,000
Company and Sunwest Bank
(a) 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").
(b) Mr. Joseph's base salary was decreased to $73,000 in March 1996. Mr.
Joseph's other annual compensation includes director's fees of $9,000,
$9,000 and $16,000 accrued by the Company, director's fees of $0, $0
and $4,000 paid by Sunwest Bank and director's fees of $0, $3,000 and
$4,000 paid by Sacramento First National Bank in 1995, 1994 and 1993,
respectively. During 1995 Mr. Joseph 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. Accrued but unpaid salaries and
director's fees totaled $315,000 at December 31, 1995.
(c) Mr. Smith's salary was paid by Sunwest Bank excluding $22,000 paid by
the Company in 1993. 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 $28,000 in accrued vacation and holiday
benefits, included in other annual compensation.
-4-
STOCK OPTIONS
No stock options were granted to the Named Executives during 1995.
OPTION EXERCISES AND HOLDINGS
The following table provides information with respect to the Named
Executives concerning the exercise of options during the fiscal year ended
December 31, 1995 and unexercised options held by the Named Executives as
of December 31, 1995:
AGGREGATED OPTION(A) EXERCISES IN FISCAL YEAR 1995
AND FY-END OPTION VALUES (a)
Shares Value of Unexercised
Acquired Number of Unexercised In the-Money Options
on Options at 12/31/95 (#) at 12/31/95 ($)(b)
Exercise ----------------------- ---------------------
Name (#) ($) Exercisable Unexercisable Exercisable Unexercisable
- ------- --- --- ----------- ------------- ----------- -------------
John B. Joseph _ _ 54,000 11,000 N/A N/A
James G. LeSieur _ _ 22,000 3,000 N/A N/A
Frank E. Smith _ _ 36,000 9,000 N/A N/A
(a) The Company has no plans pursuant to which stock appreciation rights
may be granted.
(b) Value of unexercised "in-the-money" options is the difference between
the market price of the common stock on December 31, 1995 and the exercise
price of the option, multiplied by the number of shares subject to the
option. Since the stock price at December 31, 1995 ($.13 per share) was
less than the exercise prices, the unexercised options have no "in-the-
money" value.
COMPENSATION OF DIRECTORS
During 1995, each non-employee and employee director accrued $1,000
and $750, respectively, for each regular meeting of the Board of Directors
attended. The aggregate amount of directors' fees accrued in 1995 was
$54,000. The Company continues to accrue and record a corresponding payable
for the directors' fees. Accrued and unpaid directors' fees totaled
$69,000 at December 31, 1995. 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 1995.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following sets forth, as of March 31, 1996, the common stock
ownership of each director and Named Executive 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.
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Shares
Relationship Shares That Total Percent
Name of With Actually May Be Beneficial of Class
Beneficial Owner Company Owned(a) Acquired(b) Ownership(a) (c)
John B. Joseph(d) Chairman of 893,690 207,290(f) 1,100,980 11.7%
the Board,
President
and CEO
Ronald R. White(d) Vice Chairman 792,958 151,032(f) 943,990 10.1%
of the Board
and Executive
Vice President
J. David Cheshier Director 2,000 42,000(g) 44,000 *
L. Wayne Gertmenian Director 6,765 24,000(g) 30,765 *
Thomas A. Jones Director 14,300 27,000(g) 41,300 *
Lacy G. Marlette, Jr. Director 219 42,000(g) 42,219 *
James G. LeSieur, III President, - 25,000(g) 25,000 *
Sunwest Bank
Frank E. Smith CFO, Company 8,100 43,290(f) 51,390 *
and Sunwest
Bank
Directors and Executive 1,718,032 561,613(f) 2,279,645 23.4%
Officers (8 individuals)
Gerauld L. Hopkins(e) None 500,000 - 500,000 5.5%
* 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 March 31, 1996.
(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 March 31, 1996 through the exercise of stock
options or conversion of 10% convertible subordinated debentures due
December 1996.
(d) The address of Messrs. Joseph and White is in care of the Company,
4770 Campus Drive, Suite 250, Newport Beach, California 92660.
(e) Based on Schedule 13D filed by Mr. Hopkins on September 14, 1995. Mr.
Hopkins address is 6900 Main Street, Suite #153, Downers Grove, IL
60516.
(f) Shares that may be acquired pursuant to the exercise of stock options
or conversion of 10% convertible subordinated debentures.
(g) Shares that may be acquired pursuant to the exercise of stock options.
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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company borrowed $182,000 from Mr. Joseph and $130,000 from Mr.
White in 1995. These loans are evidenced by unsecured notes and notes
secured by various assets of West Coast. The loans were made to provide
liquidity for various operating purposes and are payable on demand or in
1997 and bear a 10% fixed rate of interest. No borrowings occurred during
the first quarter of 1996.
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 subsidiary Sunwest
Bank, in the ordinary course of the bank's business during 1995 and may
have banking transactions with such persons in the future. All banking
transactions were made in compliance with applicable laws and on
substantially the same terms, including interest rates, as those prevailing
for comparable tansactions with other persons, and in the opinion of the
Board of Directors of Sunwest Bank, did not 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
26th day of April, 1996.
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 26, 1996
- --------------------------- President and
John B. Joseph Chief Executive Officer
(Principal Executive Officer)
/s/ Ronald R. White Executive Vice President April 26, 1996
- --------------------------- and Director
Ronald R. White
/s/ Frank E. Smith Chief Financial Officer April 26, 1996
- --------------------------- (Principal Financial
Frank E. Smith and Accounting Officer)
/s/ J. David Cheshier Director April 26, 1996
- ---------------------------
J. David Cheshier
/s/ Dr. L. Wayne Gertmenian Director April 26, 1996
- ---------------------------
Dr. L. Wayne Gertmenian
/s/ Thomas A. Jones Director April 26, 1996
- ---------------------------
Thomas A. Jones
/s/ Lacy G. Marlette, Jr. Director April 26, 1996
- ---------------------------
Lacy G. Marlette, Jr.
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