As filed with the Securities and Exchange Commission on
October 29, 1996
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 4 PAGES
West Coast Bancorp and Subsidiaries
Item 4. Changes in Registrant's Certifying Accountant.
On October 22, 1996, the Board of Directors approved the recommendation by
the Audit Committee of the Board of Directors to (i) engage Arthur Andersen
LLP as the independent accountants for West Coast Bancorp and its
subsidiaries and (ii) dismiss KPMG Peat Marwick LLP as such independent
accountants.
During the two fiscal years ended December 31, 1995 and the subsequent
interim period through October 22, 1996, (i) 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, and (ii) KPMG Peat Marwick LLP has not advised the
registrant of any reportable events as defined in paragraph (1) through (3)
of Regulation S-B Item 304 (a)(1)(iv)(B).
Except as described below, the accountants' report of KPMG Peat Marwick LLP
on the consolidated financial statements of West Coast Bancorp and
subsidiaries as of and for the years ended December 31, 1995 and December
31, 1994 did not contain any adverse opinion or disclaimer of opinion, and
was not qualified or modified as to uncertainty, audit scope, or accounting
principles.
Although the February 29, 1996 accountants' report of KPMG Peat Marwick LLP
on the consolidated financial statements of West Coast Bancorp and
subsidiaries as of and for the years ended December 31, 1995 and December
31, 1994 did not contain any adverse opinion or disclaimer of opinion, and
was not qualified or modified as to uncertainty, audit scope, or accounting
principles, the accountants' report of KPMG Peat Marwick LLP dated March 1,
1995, except as to notes 22 and 24 to the consolidated financial
statements, which were as of March 31, 1995, on the consolidated financial
statements of West Coast Bancorp and subsidiaries as of and for the years
ended December 31, 1994 and December 31, 1993 contains explanatory
paragraphs as follows:
"As discussed in note 22 to the consolidated financial statements,
the prompt corrective action ("PCA") provisions of the Federal
Deposit Insurance Corporation Improvement Act of 1991 ("FDICIA")
place restrictions on any insured depository institution that does
not meet certain requirements, including minimum capital ratios.
These restrictions are based on an institution's FDICIA defined
capital category and become increasingly more severe as an
institution's capital category declines. Further, Sunwest Bank
(the "Bank"), a wholly owned subsidiary of West Coast Bancorp, is
under a Cease and Desist Order (the "Order") entered into in April
1992, which requires, among other things, the Bank to maintain a
ratio of Tier 1 capital to total assets of at least 6.5%. The Bank
has filed a capital plan with the FDIC outlining its plans for
attaining the required levels of regulatory capital and that plan
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West Coast Bancorp and Subsidiaries
was accepted by the FDIC on March 14, 1995. In accordance with the
capital plan, West Coast Bancorp made capital contributions of $3.4
million and $200,000 on January 20, 1995 and March 30, 1995,
respectively. As a result of the $200,000 capital contribution,
the Bank believes that it is in compliance with the Order as of
March 31, 1995. However, to fully comply with the PCA provisions
of FDICIA, the Bank must maintain capital compliance for four
consecutive quarters. Because the Bank did not meet the minimum
capital thresholds, as of the date of the FDIC's most recent
examination or as of December 31, 1994, to be considered
"adequately capitalized," under FDICIA or the requirements of the
Order, and due to the requirement to maintain capital compliance
for four consecutive quarters, the Bank is subject to certain
operating restrictions such as growth limitations, prohibitions on
dividend payments, and increased supervisory monitoring by the
FDIC. Failure to maintain its capital ratios in accordance with
the capital plan and the Order or further declines in its capital
ratios exposes the Bank to further restrictions and regulatory
actions. At this time, the financial impact, if any, of regulatory
actions that may result from the failure of the Bank to maintain
the minimum capital requirements cannot be determined.
Accordingly, the accompanying consolidated financial statements do
not include any adjustments that might result from the outcome of
this uncertainty.
The accompanying consolidated financial statements have been
prepared assuming that the Company will continue as a going
concern. As discussed in notes 1 and 24 to the consolidated
financial statements, due to certain regulatory restrictions on the
Bank's payment of dividends and management fees to the Parent, the
Parent anticipates a cash shortfall in 1995 unless additional cash
can be raised. In the event that the Parent is unable to raise
funds to increase its liquidity, the Parent may not be able to meet
its current obligations and may be forced into bankruptcy. These
matters raise substantial doubt about the Company's ability to
continue as a going concern. Management's plans in regard to these
matters are described in note 24. The consolidated financial
statements do not include any adjustments that might result from
the outcome of this uncertainty."
KPMG Peat Marwick LLP has been provided with a copy of this disclosure and
the registrant has requested that the former accountant furnish the
Securities and Exchange Commission a letter stating whether or not the
accountant agrees with the statements made by the registrant. Such letter
is not available to be included with this filing. The letter will be filed
by amendment by the registrant within two days of receipt.
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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: October 29, 1996 By /s/Frank E. Smith
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Frank E. Smith, Senior Vice President
and Chief Financial Officer
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