As filed with the Securities and Exchange Commission on
September 30, 1996
===========================================================================
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): September 13, 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 19 PAGES
THE EXHIBIT INDEX IS ON PAGE 10
West Coast Bancorp and Subsidiaries
Item 2. Acquisition or Disposition of Assets.
On September 13, 1996, West Coast Bancorp ("West Coast") and Sunwest Bank
("Sunwest") consummated the transactions contemplated by that Agreement
dated February 29, 1996, as amended by that Amendment, dated as of May 16,
1996 (the "Agreement") with Western Acquisitions, L.L.C. and Western
Acquisition Partners, L.P. (together "Western"), affiliates of Hovde
Financial, Inc. for West Coast to sell 35 existing shares of Sunwest for
$2,520,000 and for Sunwest to issue and sell 15 new shares for $1,080,000.
On consummation of the stock sales, West Coast and Western own
approximately 56.5% and 43.5% of Sunwest, respectively. West Coast
recorded losses on the sale of the 35 shares of Sunwest stock of $437,000,
$22,000 and $103,000 during the first, second and third quarters of 1996,
respectively. The issuance of 15 new shares of Sunwest stock resulted in
approximately a $136,000 charge to paid-in-capital at West Coast with an
offsetting amount for minority interest.
West Coast will use the proceeds of $2,520,000 from the sale of the 35
shares of Sunwest stock to redeem all of the $3,035,000 of outstanding
subordinated debentures due in December 1996. West Coast currently expects
that the debentures will be redeemed on October 15, 1996.
Item 7. Financial Statements and Exhibits.
(a) Pro Forma Financial Information
(i) Balance Sheets as of December 31, 1995 and June 30, 1996 and
pro forma adjustments.
(ii) Income Statements for the year ended December 31, 1995 and for
the six months ended June 30, 1996 and pro forma adjustments.
-2-
West Coast Bancorp and Subsidiaries
Description of Pro Forma Adjustments
(Unaudited)
Balance Sheet Adjustments - The sale of 35 existing shares of Sunwest Stock
to Western by West Coast and the sale of 15 newly issued shares of Sunwest
to Western are assumed to have occurred on January 1,1995. The $2.5
million and $1.1 million of cash received by West Coast and Sunwest,
respectively, from Western are included in non-interest bearing cash. A
minority interest liability was established to represent Western's 43.48%
ownership in Sunwest Bank. A $106,000 adjustment to paid-in-capital was
recorded because the new 15 shares of stock issued by Sunwest had a selling
price of $72,000 per share versus a book value per share at January 1, 1995
of $84,500. This book value was increased to reflect the previously agreed
upon $3.4 million management fee repayment from West Coast to Sunwest that
occurred on January 20, 1995 and the $300,000 of capital that West Coast
had previously agreed to contribute to Sunwest through an agreement with
the FDIC.
In 1996, other liabilities originally included an amount for the expected
loss on sale of Sunwest shares. This was removed as the loss was recovered
in 1995 through an entry to the minority interest liability.
Income Statement Adjustments - The 1995 pro forma loss on sale of Sunwest
shares occurred because the selling price of $72,000 per share for the 35
shares sold by West Coast to Western was less than the $84,500 book value
per share. Because the pro forma 1995 income statement included the loss
on sale of Sunwest shares, the expected loss on Sunwest shares was removed
from the 1996 pro forma income statement. Minority interest expense
(income) represents Western's 43.48% interest in Sunwest's earnings (loss)
excluding the $3.4 million management fee repayment from West Coast to
Sunwest that was originally included in Sunwest's income on January 20,
1995.
-3-
WEST COAST BANCORP AND SUBSIDIARIES
PRO FORMA CONSOLIDATED BALANCE SHEET
(Unaudited)
(in thousands, except share data) December 31, 1995
-------------------------------
As Pro Forma Pro Forma
Reported Adjustments Balance
-------------------------------
ASSETS
Cash and due from bank $ 6,507 $ 3,600 $ 10,107
Interest-bearing deposits with
financial institutions 3,933 - 3,933
Investment securities held to maturity -
approximate fair value of $5,616 5,574 - 5,574
Investment securities available-for-sale
at fair value - - -
Federal funds sold 15,400 - 15,400
Loans 79,000 - 79,000
Less allowance for possible credit losses (3,820) - (3,820)
-------------------------------
Net loans 75,180 - 75,180
-------------------------------
Real estate owned, net 2,637 - 2,637
Premises and equipment, net 1,790 - 1,790
Net assets held for sale 1,452 - 1,452
Other assets 1,181 - 1,181
-------------------------------
$113,654 $ 3,600 $ 117,254
===============================
LIABILITIES
Deposits:
Demand, non-interest bearing $ 35,983 $ - $ 35,983
Savings, money market & interest
bearing demand 36,699 - 36,699
Time certificates under $100,000 22,372 - 22,372
Time certificates of $100,000 or more 7,608 - 7,608
-------------------------------
Total deposits 102,662 102,662
Notes payable to affiliates 948 - 948
Other borrowed funds 599 - 599
10% convertible subordinated debentures 3,035 - 3,035
Other liabilities 1,124 - 1,124
Minority interest - 4,099 4,099
-------------------------------
Total liabilities 108,368 4,099 112,467
SHAREHOLDERS' EQUITY
Common stock, no par value - 30,000,000
shares authorized, 9,168,942 shares
issued and outstanding in 1996 and 1995 30,176 (106) 30,070
Securities valuation allowance - - -
Accumulated deficit (24,890) (393) (25,283)
-------------------------------
Total shareholders' equity 5,286 (499) 4,787
-------------------------------
$113,654 $ 3,600 $ 117,254
===============================
-4-
WEST COAST BANCORP AND SUBSIDIARIES
PRO FORMA CONSOLIDATED BALANCE SHEET
(Unaudited)
June 30, 1996
-------------------------------
As Pro Forma Pro Forma
(in thousands, except share data) Reported Adjustments Balance
-------------------------------
ASSETS
Cash and due from bank $ 5,863 $ 3,600 $ 9,463
Interest-bearing deposits with
financial institutions 3,342 - 3,342
Investment securities held to maturity -
approximate fair value of $2,896 2,884 - 2,884
Investment securities available-for-sale
at fair value 1,933 - 1,933
Federal funds sold 8,200 - 8,200
Loans 79,012 - 79,012
Less allowance for possible credit losses (3,093) - (3,093)
-------------------------------
Net loans 75,919 - 75,919
-------------------------------
Real estate owned, net 4,523 - 4,523
Premises and equipment, net 1,430 - 1,430
Net assets held for sale 654 - 654
Other assets 1,180 - 1,180
-------------------------------
$105,928 $ 3,600 $ 109,528
===============================
LIABILITIES
Deposits:
Demand, non-interest bearing $35,557 $ - $ 35,557
Savings, money market & interest
bearing demand 35,251 - 35,251
Time certificates under $100,000 16,742 - 16,742
Time certificates of $100,000 or more 7,472 - 7,472
-------------------------------
Total deposits 95,022 95,022
Notes payable to affiliates 835 - 835
Other borrowed funds 370 - 370
10% convertible subordinated debentures 3,035 - 3,035
Other liabilities 1,473 (459) 1,014
Minority interest - 4,193 4,193
-------------------------------
Total liabilities 100,735 3,734 104,469
SHAREHOLDERS' EQUITY
Common stock, no par value - 30,000,000
shares authorized, 9,168,942 shares
issued and outstanding in 1996 and 1995 30,176 (106) 30,070
Securities valuation allowance 93 - 93
Accumulated deficit (25,076) (28) (25,104)
-------------------------------
Total shareholders' equity 5,193 (134) 5,059
-------------------------------
$105,928 $ 3,600 $ 109,528
===============================
-5-
WEST COAST BANCORP AND SUBSIDIARIES
PRO FORMA CONSOLIDATED INCOME STATEMENT
(Unaudited)
December 31, 1995
----------------------------------
(in thousands, As Pro Forma Pro Forma
except share data) Reported Adjustments Amount
----------------------------------
INTEREST INCOME
Loans, including fees $8,648 $ - $8,648
Investment securities 623 - 623
Deposits with bank 330 - 330
Federal funds sold 893 - 893
----------------------------------
Total interest income 10,494 - 10,494
INTEREST EXPENSE
Interest on deposits 2,845 - 2,845
Other 642 - 642
----------------------------------
Total interest expense 3,487 - 3,487
----------------------------------
Net interest income 7,007 - 7,007
Provision for credit losses 389 - 389
----------------------------------
Net interest income after
provision for credit losses 6,618 - 6,618
Other operating income 958 - 958
Other operating expenses 8,537 - 8,537
Minority interest expense (income) - (45) (45)
Gain on liquidation of WCV, Inc. 629 - 629
Pro forma loss on sale of Sunwest
shares - 438 438
----------------------------------
Income (loss) before income taxes (332) (393) (725)
Income taxes 7 - 7
----------------------------------
Net income (loss) (339) (393) (732)
==================================
Net income (loss) per common share (.04) (.04) (.08)
==================================
Weighted average number of common
shares outstanding 9,177 - 9,177
==================================
-6-
WEST COAST BANCORP AND SUBSIDIARIES
PRO FORMA CONSOLIDATED INCOME STATEMENT
(Unaudited)
June 30, 1996
----------------------------------
(in thousands, As Pro Forma Pro Forma
except share data) Reported Adjustments Amount
----------------------------------
INTEREST INCOME
Loans, including fees $4,039 $ - $4,039
Investment securities 213 - 213
Deposits with bank 109 - 109
Federal funds sold 376 - 376
----------------------------------
Total interest income 4,737 - 4,737
INTEREST EXPENSE
Interest on deposits 1,079 - 1,079
Other 309 - 309
----------------------------------
Total interest expense 1,388 - 1,388
----------------------------------
Net interest income 3,349 - 3,349
Provision for credit losses (56) - (56)
----------------------------------
Net interest income after
provision for credit losses 3,405 - 3,405
Other operating income 658 - 658
Other operating expenses 3,935 - 3,935
Minority interest expense - 94 94
Gain on liquidation of WCV, Inc. 152 - 152
Expected loss on sale of Sunwest
shares 459 (459) -
----------------------------------
Income (loss) before income taxes (179) 365 186
Income taxes 7 - 7
----------------------------------
Net income (loss) (186) 365 179
==================================
Net income (loss) per common share (.02) .04 .02
==================================
Weighted average number of common
shares outstanding 9,169 - 9,169
==================================
-7-
West Coast Bancorp and Subsidiaries
Item 7. Financial Statements and Exhibits (continued)
(b) Exhibits
10.19 Stock Purchase agreement among Western, West Coast
and Sunwest to purchase Sunwest Stock*
10.20 Stock Purchase agreement among Western and West
Coast to purchase B&PB stock*
10.21 Amendment to the Stock Purchase agreement to
purchase Sunwest Stock
* Incorporated by reference to West Coast's Report on Form
10-K, as filed with the Securities and Exchange Commission by
EDGAR on April 1, 1996.
-8-
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: September 30, 1996 By /s/ John B. Joseph
-------------------------------------
John B. Joseph, Chairman of the Board,
President and Chief Executive Officer
-9-
Exhibit Index
Page
10.19 Stock Purchase agreement among Western, West Coast
and Sunwest to purchase Sunwest Stock *
10.20 Stock Purchase agreement among Western and West Coast
to purchase B&PB stock *
10.21 Amendment to the Stock Purchase Agreement to purchase
Sunwest stock 11
* Incorporated by reference to WCB's Report on Form 10-K,
as filed with the Securities and Exchange Commission by EDGAR
on April 1, 1996.
-10-
EXHIBIT 10.21
Amendment to Stock Purchase Agreement to Purchase Sunwest Stock
AMENDMENT TO STOCK PURCHASE AGREEMENT
AMONG
WESTERN ACQUISITIONS, L.L.C.
Buffalo Grove, Illinois
AND
WESTERN ACQUISITION PARTNERS, L.P.
Buffalo Grove, Illinois
AND
WEST COAST BANCORP
Newport Beach, California
AND
SUNWEST BANK
Tustin, California
dated May 16, 1996
AMENDMENT TO STOCK PURCHASE AGREEMENT
Amendment to Stock Purchase Agreement ("Amended Agreement"), dated as
of May 16, 1996, by and among Western Acquisition Partners, L.P., a
Delaware limited partnership (the "Partnership"), Western Acquisitions,
L.L.C., an Illinois limited liability company, in its own capacity
("Western"), Western, as General Partner of the Partnership (the "General
Partner"), West Coast Bancorp, a California corporation and a registered
bank holding company ("West Coast") and Sunwest Bank, a California
corporation engaged in the commercial banking business ("Sunwest")
(collectively hereinafter referred to as "the parties").
W I T N E SS E T H:
WHEREAS, Western, West Coast and Sunwest entered into that certain
Stock Purchase Agreement, dated February 29, 1996 (the "Agreement"), to
provide for Western's purchase of certain shares of the common stock of
Sunwest currently owned by West Coast and certain shares of the common
stock of Sunwest to be issued by Sunwest to Western, all on the terms and
conditions contained in the Agreement; and
-11-
WHEREAS, the parties hereto desire to give effect through amendment
of the Agreement to substitute the Partnership and the General Partner in
Western's place and stead, except as hereinafter set forth, with respect to
all of Western's rights and obligations under the terms and conditions of
the Agreement;
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereto do hereby agree to amend the Agreement as
follows:
Amendment 1. Substitution
Western, West Coast and Sunwest hereby consent to add as parties to
the Agreement the Partnership and the General Partner in substitution and
in the place and stead of Western, except as hereinafter provided. As of
the date of the execution hereof, the Partnership and the General Partner
hereby succeed jointly and severally to all rights and obligations of
Western under the Agreement and hereby agree to be bound jointly and
severally by the terms and conditions the Agreement including the
representations and warranties set forth therein, as applicable.
Amendment 2. Inclusiveness of the term "Western"
The term "Western," as used throughout the Agreement, shall be deemed
to include the Partnership and the General Partner, jointly and severally,
except as to Sections 4.1, 5.7(b), and 9.9 of the Agreement.
Amendment 3. Section 4.1a
Insert after Section 4.1 of the Agreement the following new section:
4.1a Organization, Standing and Authority of Western Acquisition Partners,
L.P.
Western Acquisition Partners, L.P. is a limited partnership duly
formed, validly existing and in good standing under the laws of the State
of Delaware with full power to own or lease all of its properties and
assets and to carry on its business as now and is duly licensed or
qualified to do business and is in good standing in each jurisdiction in
which its ownership or leasing of property or the conduct of its business
requires such licensing or qualification and where the failure to be so
licensed, qualified or in good standing would have a material adverse
effect on the financial condition, results of operations, business or
prospects of the Partnership. The Partnership has delivered to West Coast a
true and correct copy of its Agreement of Limited Partnership.
Amendment 4. Section 4.3
Delete subsection (a) of Section 4.3 of the Agreement in its entirety
and insert in place thereof the following new subsection (a):
(a) The Partnership and the General Partner and any
person holding a membership interest or limited
partnership interest, as the case may be, in the
Partnership or the General Partner has the knowledge
and experience in financial and business matters as to
be capable of evaluating the information regarding the
-12-
Purchase as well as the risks of the Purchase. Western
and any person holding a membership interest or limited
partnership interest, as the case may be, in the
Partnership or the General Partner has the financial
ability to bear the economic risk of this investment,
has adequate means of providing for current needs and
possible contingencies, and has no need for liquidity
with respect to the investment in the Sunwest Stock or
in the New Sunwest Stock and each of the foregoing is
an "accredited investor" as defined in Rule 501 of the
regulations promulgated by the Commission pursuant to
the Securities Act.
Delete subsection (c) of Section 4.3 of the Agreement in its entirety
and insert in place thereof the following new subsection (c):
(c) Each of West Coast and Sunwest has made available to the
Partnership and the General Partner and their independent
investment representatives, if any, and any person holding a
limited partnership or membership interest in the Partnership or
the General Partner, as the case may be, all financial and other
information concerning Sunwest which was requested by the
Partnership or the General Partner in order for the Partnership
and the General Partner to make an informed investment decision
concerning the purchase of the Sunwest Stock and the New Sunwest
Stock.
Amendment 4. Section 4.5
Delete subsection (b) of Section 4.5(b) of the Agreement in its
entirety and insert in place thereof the following new subsection (b):
(b) Neither the execution and delivery of this
Agreement nor consummation of the transactions
contemplated hereby and thereby, nor compliance by the
Partnership or the General Partner with any of the
provisions hereof or thereof (i) conflict with or
result in a breach of any provisions of the Articles of
Organization or the Operating Agreement of the General
Partner or the Agreement of Limited Partnership of the
Partnership, as the case may be, (ii) violate, conflict
with or result in a breach of any term, condition or
provision of, or constitute a default (or an event
which, with notice or lapse of time, or both, would
constitute a default) under, or give rise to any right
of termination, cancellation or acceleration with
respect to, or result in the creation of any lien,
charge or encumbrance upon any property or asset of the
Partnership or the General Partner pursuant to, any
material note, bond, mortgage, indenture, deed of
trust, license, lease, agreement or other instrument or
obligation to which the Partnership or the General
Partner is a party, or by which any of their respective
properties or assets may be bound or affected, or (iii)
subject to receipt of all required governmental
approvals, violate any order, writ, injunction, decree,
statute, rule or regulation applicable to the
Partnership or the General Partner.
-13-
Amendment 5. Inclusiveness of Notice Provision
All notices or other communications as to Western Acquisitions, L.L.C.
shall be deemed sufficient as to Western Acquisition, L.P. if delivered in
the manner as provided pursuant to Section 9.4 of the Agreement.
The amendments made to the Agreement hereby do not shall not be
construed as an assignment by Western pursuant to the terms of Section 9.3
of the Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Amended
Agreement to be executed in counterparts by their duly authorized officers
and their corporate seal to be hereunto affixed and attested by their
officers thereunto duly authorized, all as of the day and year first above
written.
WESTERN ACQUISITION PARTNERS, L.P.
By: /s/ Eric D. Hovde
--------------------------------------------------
Western Acquisitions, L.L.C., its General Partner,
by Eric D. Hovde, Managing Member
WESTERN ACQUISITIONS, L.L.C.
By: /s/ Eric D. Hovde
--------------------------------------------------
Name: Eric D. Hovde, Managing Member
WEST COAST BANCORP
By: /s/ John B. Joseph
--------------------------------------------------
Name: John B. Joseph
Title: Chairman of the Board
SUNWEST BANK
By: /s/ James G. LeSieur, III
--------------------------------------------------
Name: James G. LeSieur, III
Title: President
-14-
EXHIBIT A --
AMENDMENTS TO
AGREEMENT OF SHAREHOLDERS
OF
SUNWEST BANK
AMENDED SHAREHOLDER AGREEMENT (the "Amended Shareholder Agreement"),
dated May 16, 1996, by and among WESTERN ACQUISITION PARTNERS, L.P., a
Delaware limited partnership (the "Partnership"), WESTERN ACQUISITIONS,
L.L.C., an Illinois limited liability company ("Western GP"), WEST COAST
BANCORP, a California corporation and a registered bank holding company
("West Coast") (the Partnership and West Coast, together with all
subsequent owners of the capital stock of Sunwest Bank, Tustin, California,
a California corporation engaged in the business of commercial banking
("Sunwest"), being hereinafter referred to collectively as "Shareholders"
and individually as a "Shareholder"), and SUNWEST.
W I T N E S S E T H :
WHEREAS, Western GP, West Coast and Sunwest entered into an agreement,
dated February 29, 1996, to set forth their agreement with respect to the
shares of the capital stock of Sunwest as well as certain other matters
relating to their relationship in furtherance of that certain Stock
Purchase Agreement by and among the Partnership, Western GP, West Coast and
Sunwest entered into as of February 29, 1996, as amended as of even date
herewith (the "Stock Purchase Agreement") and the corporate governance of
Sunwest (the "Shareholder Agreement"); and
WHEREAS, the Shareholders are the owners of the shares of the capital
stock of Sunwest listed in Exhibit A of the Shareholder Agreement, being
all of the issued and outstanding stock of Sunwest (said shares, together
with any other shares of the capital stock of Sunwest hereafter issued and
outstanding, being hereinafter referred to as the "Shares"); and
WHEREAS, the parties hereto desire to give effect through amendment of
the Shareholder Agreement to the substitution of the Partnership in the
place of Western GP as a Shareholder of Sunwest;
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereto agree to amend the Shareholder Agreement as
follows:
Amendment 1. Inclusiveness of the terms "Shareholder"
From and after the date of this Amended Shareholder Agreement, the
term "Shareholder," as used throughout the Shareholder Agreement, shall be
deemed to include the Partnership and such term shall not include Western
GP unless and until it becomes a shareholder of Sunwest.
Amendment 2. Inclusiveness of the term "Western"
From and after the date of this Amended Shareholder Agreement, the
term "Western," as used throughout the Agreement, shall be deemed to mean
the Partnership rather than Western GP.
-15-
Amendment 3. Inclusiveness of Notice Provision
All notices or other communications as to Western Acquisition
Partners, L.P. shall be delivered in the manner as provided pursuant to
Section 10 of the Shareholder Agreement to the following:
Western Acquisition Partners, L.P.
1110 Lake Cook Road, Suite 165
Buffalo Grove, Illinois 60089
Attn: Eric D. Hovde
Fax: (202) 775-8365
with a required copy to:
Levi Perry Simmons & Loots, P.C.
805 Fifteenth Street, N.W., Suite 1101
Washington, D. C. 20005
Attn: Richard J. Perry, Jr., Esquire
Fax: (202) 289-0184
Amendment 4. Section 13
By deleting Section 13 of the Shareholder Agreement in its entirety
and inserting in place thereof the following new Section 13:
13. Certain Transactions Excluded from Coverage
Notwithstanding the provisions of Articles 1, 2, 3 or 4 hereof,
nothing contained herein shall be construed to prohibit and the provisions
of Articles 1, 2, 3 and 4 shall not be applicable to a distribution by West
Coast and/or the Partnership of the shares of Sunwest Common Stock owned of
record or beneficially by, in the case of West Coast to the shareholders of
West Coast and, in the case of the Partnership, to the partners of the
Partnership, a merger or acquisition of, in the case of West Coast or
Sunwest, with another person or entity including West Coast, Sunwest or any
subsidiary thereof, or, in the case of the Partnership, with another person
or entity including Sunwest or a subsidiary thereof, or to any sale of
shares pursuant to the provisions of Article 7 hereof.
-16-
IN WITNESS WHEREOF, the parties have executed this Amended Shareholder
Agreement as of the date first above written.
WESTERN ACQUISITION PARTNERS, L.P.
By: /s/ Eric D. Hovde
--------------------------------------------------
Western Acquisitions, L.L.C., its General Partner,
by Eric D. Hovde, its Managing Member
WESTERN ACQUISITIONS, L.L.C.
By: /s/ Eric D. Hovde
--------------------------------------------------
Eric D. Hovde, its Managing Member
WEST COAST BANCORP
By: /s/ John B. Joseph
--------------------------------------------------
Name: John B. Joseph
Title: Chairman of the Board
SUNWEST BANK
By: /s/ James G. LeSieur, III
--------------------------------------------------
Name: James G. LeSieur, III
Title: President
-17-
EXHIBIT B --
AMENDMENTS TO
ESCROW AGREEMENT
AMENDED ESCROW AGREEMENT (the "Amended Escrow Agreement"), dated May
16, 1996, by and among WESTERN ACQUISITION PARTNERS, L.P., a Delaware
limited partnership (the "Partnership"), WESTERN ACQUISITIONS, L.L.C., an
Illinois limited liability company ("Western"), WEST COAST BANCORP, a
California corporation and a registered bank holding company ("West
Coast"), SUNWEST BANK, Tustin, California, a California corporation engaged
in the business of commercial banking ("Sunwest"), and LEVI, PERRY, SIMMONS
& LOOTS, P.C. (the "Escrow Agent").
W I T N E S S E T H :
WHEREAS, Western, West Coast, Sunwest and the Escrow Agent entered
into an ESCROW AGREEMENT (the "Escrow Agreement"), dated February 29, 1996,
in furtherance of that certain Stock Purchase Agreement by and among
Western, West Coast and Sunwest entered into as of February 29, 1996; and
WHEREAS, the Stock Purchase Agreement has been amended by the parties
thereto as of even date herewith in order to substitute the Partnership and
Western, in its capacity as the general partner of the Partnership, as
parties to the Stock Purchase Agreement and the related Agreement of
Shareholders of Sunwest, dated February 29, 1996; and
WHEREAS, the parties hereto desire to give effect through amendment of
the Escrow Agreement to the assignment by Western, in its own capacity, of
all of its rights and obligations, in whole, to the Partnership and to
Western in its capacity as general partner of the Partnership;
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereto agree to amend the Escrow Agreement as
follows:
Amendment 1. Inclusiveness of the term "Western"
The term "Western", as used throughout the Escrow Agreement, shall be
deemed to include Western Acquisition Partners, L.P. and Western
Acquisitions, L.L.C., in its capacity as general partner of Western
Acquisition Partners, L.P.
-18-
Amendment 2. Section 12
Following the space for the authorized signatures "FOR WESTERN:" and
prior to the space for the authorized signatures ""FOR WEST COAST:," insert
the following:
FOR WESTERN ACQUISITION PARTNERS, L.P.:
/s/ Eric D. Hovde
- ------------------- ---------------------------
Name: Eric D. Hovde Signature
- ------------------- ---------------------------
Name: Signature
- -or-
- ------------------- ---------------------------
Name: Signature
IN WITNESS WHEREOF, the parties have executed this Amended Escrow Agreement
as of the date first above written.
WESTERN ACQUISITION PARTNERS, L.P.
By: /s/ Eric D. Hovde
-------------------------------------------------
Western Acquisitions, L.L.C., its general partner
By: Eric D. Hovde, Managing Member
WESTERN ACQUISITIONS, L.L.C.
By: /s/ Eric D. Hovde
-------------------------------------------------
Eric D. Hovde, Managing Member
WEST COAST BANCORP
By: /s/ John B. Joseph
-------------------------------------------------
Name: John B. Joseph
Title: Chairman of the Board
SUNWEST BANK
By: /s/ James G. LeSieur, III
-------------------------------------------------
Name: James G. LeSieur, III
Title: President
LEVI, PERRY, SIMMONS & LOOTS, P.C.
By: /s/ Richard J. Perry, Jr.
-------------------------------------------------
Richard J. Perry, Jr., Vice President
-19-
