WEST COAST BANCORP
4770 Campus Drive, Suite 250
Newport Beach, California 92660
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held May 27, 1997
TO THE SHAREHOLDERS OF WEST COAST BANCORP:
NOTICE IS HEREBY GIVEN that, pursuant to its Bylaws and the call of its
Board of Directors, the Annual Meeting of Shareholders (the "Meeting") of West
Coast Bancorp, a California corporation (the "Company"), will be held on
Tuesday, May 27, 1997, at 9:00 a.m. at the City National Bank Building, 4685
MacArthur Court Suite 380, Newport Beach, California 92660, for the following
purposes all as set forth in the attached Proxy Statement:
1. Election of Directors. To elect six persons to the Board of Directors
to serve until the 1998 Annual Meeting of Shareholders and until their
successors have been elected and qualified. The following six persons
are the Board of Directors' nominees:
J. David Cheshier, C.P.A. John B. Joseph
L. Wayne Gertmenian, Ph.D. Lacy G. Marlette, Jr. C.P.A.
Thomas A. Jones, C.P.A. Ronald R. White
2. Other Business. To transact such other business as may properly come
before the Meeting and at any and all adjournments thereof.
Only those shareholders of record at the close of business on April 28, 1997
shall be entitled to notice of, and to vote in person or by Proxy at, the
Meeting. As set forth in the enclosed Proxy statement, the Proxy is solicited by
the Board of Directors of the Company. It is expected that this Notice of Proxy
and accompanying Proxy Statement will be mailed to shareholders on or about
April 30, 1997.
By Order of the Board of Directors
Frank E. Smith, Secretary
April 30, 1997
IT IS IMPORTANT THAT ALL SHAREHOLDERS VOTE. WE URGE YOU TO SIGN AND RETURN THE
ENCLOSED PROXY AS PROMPTLY AS POSSIBLE, REGARDLESS OF WHETHER OR NOT YOU PLAN TO
ATTEND THE MEETING IN PERSON. IF YOU DO ATTEND THE MEETING, YOU MAY THEN
WITHDRAW YOUR PROXY AND VOTE IN PERSON. IN ORDER TO FACILITATE THE PROVIDING OF
ADEQUATE ACCOMMODATIONS, PLEASE INDICATE ON THE PROXY WHETHER OR NOT YOU PLAN TO
ATTEND THE MEETING.
<PAGE>
WEST COAST BANCORP
4770 Campus Drive, Suite 250
Newport Beach, California 92660
(714) 442-9330
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
May 27, 1997
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation
of Proxies for use at the Annual Meeting of Shareholders (the "Meeting") by the
Board of Directors of West Coast Bancorp a California Corporation (the
"Company") to be held on Tuesday, May 27, 1997, at 9:00 a.m. at the City
National Bank Building, 4685 MacArthur Court Suite 380, Newport Beach,
California 92660 and at any and all adjournments thereof. J. David Cheshier and
Lacy G. Marlette, Jr., the designated proxy holders, are members of the
Company's Board of Directors. It is expected that this Proxy Statement and the
accompanying Notice of Proxy will be mailed to shareholders on or about April
30, 1997. Only shareholders of record on April 28, 1997 are entitled to vote in
person or by proxy at the meeting or any adjournment thereof.
Matters to be Considered
The matters to be considered and voted upon at the Meeting will be:
1. Election of Directors. To elect six persons to the Board of Directors
to serve until the next Annual Meeting of Shareholders and until their
successors are elected and have qualified.
2. Other Business. To transact such other business as may properly come
before the Meeting and at any and all adjournments thereof.
Cost of Solicitation of Proxies
The Company will bear the costs of this solicitation, including the
expense of preparing, assembling, printing and mailing this Proxy Statement and
the material used in this solicitation of Proxies. It is contemplated that
Proxies will be solicited principally through the mails, but directors, officers
and regular employees of the Company may solicit Proxies personally or by
telephone. Although there is no formal agreement to do so, the Company may
reimburse banks, brokerage houses and other custodians, nominees and fiduciaries
for their out-of-pocket expenses in connection with forwarding these Proxy
materials to their principals. In addition, ChaseMellon Shareholder Services,
the Company's stock transfer agent, will assist in the solicitation of Proxies.
They will be reimbursed $2,500 plus reasonable out-of-pocket expenses incurred
in connection with the solicitation.
Outstanding Securities, Voting Rights and Revocability of Proxies
There were issued and outstanding 9,168,942 shares of the Company's
common stock, no par value per share ("common stock"), on April 28, 1997, which
has been set as the record date for the purpose of determining the shareholders
entitled to notice of, and to vote at, the Meeting.
Each holder of common stock will be entitled to one vote, in person or
by Proxy, for each share of common stock outstanding in his or her name on the
books of the Company as of the record date for the Meeting on any matter
submitted to the vote of the shareholders, except that in connection with the
election of directors, the shares are entitled to be voted cumulatively if a
shareholder present at the Meeting has given notice at the Meeting prior to the
voting of his or her intention to vote his or her shares cumulatively. If any
shareholder has given such notice, all shareholders may cumulate their votes for
candidates in nomination. Cumulative voting entitles a shareholder to give one
nominee as many votes as is equal to the number of directors to be elected,
multiplied by the number of shares owned by such shareholder, or to distribute
his or her votes on the same principle between two or more nominees as he or she
sees fit.
In the election of directors, if a quorum is present, the six
candidates receiving the highest number of votes are elected, abstentions and
broker non-votes are not counted as being voted, however such votes are counted
for determining a quorum. Discretionary authority to cumulate votes is hereby
solicited by the Board of Directors, and return of an executed Proxy shall be
the grant of such authority.
1
<PAGE>
If you hold your common stock in "street name" and you fail to instruct
your broker or nominee as to how to vote such shares of common stock, your
broker or nominee may, in its discretion, vote your shares "For" the election of
the nominees for directors set forth herein.
A Proxy for use at the Meeting is enclosed. Any shareholder who
executes and delivers such Proxy has the right to revoke it at any time before
it is exercised by filing with the Secretary of the Company an instrument
revoking it or a duly executed Proxy bearing a later date. It may also be
revoked by attendance at the Meeting and election to vote thereat. Subject to
such revocation, all shares represented by a properly executed Proxy received
prior to or at the time of the Meeting will be voted by Proxy Holders in
accordance with the instructions on the Proxy. If no instruction is specified in
respect to a matter to be acted upon, the shares represented by the Proxy will
be voted "For" the election of the nominees for directors set forth herein. It
is not anticipated that any matters will be presented at the Meeting other than
as set forth in the accompanying Notice of Meeting. If, however, any other
matters are properly presented at the Meeting, the Proxy will be voted in
accordance with the best judgment and in the discretion of the Proxy Holders.
DIRECTORS AND EXECUTIVE OFFICERS
Election of Directors
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(a) 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 individuals named below, all of whom are present members of the
Board of Directors of the Company, will be nominated for election to serve until
the next Annual Meeting of Shareholders and until their successors have been
elected and qualified. Votes will be cast pursuant to the enclosed Proxy in such
a way as to effect the election of said nominees, or as many thereof as
possible, under applicable voting rules. In the event that any of the nominees
should be unable or unwilling to accept nomination for election as a director,
it is intended that the Proxy Holders will vote for the election of such
substitute nominees, if any, as shall be designated by the Board of Directors.
The Board of Directors has no reason to believe that any nominee will be unable
or unwilling to serve if elected to office.
None of the directors or executive officers were selected pursuant to
any arrangement or understanding, other than with the directors and executive
officers of the Company acting within their capacity as such. There are no
family relationships among directors or executive officers of the Company as of
the date hereof.
The following table sets forth certain information, as of April 15,
1997, with respect to those individuals who are to be nominated by the Board of
Directors for election as directors.
Year First
Elected or
Appointed as
Name of Director Age Director Position with the Company
- --------------------------------------------------------------------------------
John B. Joseph 58 1981 Chairman of the Board,
President and CEO
Ronald R. White 50 1981 Vice Chairman of the Board
and Executive Vice President
J. David Cheshier, C.P.A. 50 1981 Director
L. Wayne Gertmenian, Ph.D. 57 1991 Director
Thomas A. Jones, C.P.A. 58 1990 Director
Lacy G. Marlette, Jr., C.P.A. 50 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 since 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
2
<PAGE>
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.
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-KSB - ITEM 4.A - Executive Officers of the Registrant."
The Board of Directors and Committees
The Board of Directors of the Company presently has one committee, an
Audit Committee. The Company does not have a standing Nominating Committee.
The Audit Committee, which held five meetings in 1996, is comprised of
Messrs. Cheshier, Jones, Marlette and Gertmenian. The purpose of the Audit
Committee, among other things, is to oversee the Company's internal controls and
financial information reporting and to review the results of the independent
audit.
During 1996, the Board of Directors of the Company held 14 meetings.
Each of the individuals who is a nominee and was a director of the Company
during 1996 attended at least 75% of the aggregate of (1) the total number of
Board meetings held during his term of service and (2) the total number of
meetings held by all committees of the Board on which he served during such year
except L. Wayne Gertmenian who attended 71% of the Board of Directors meetings.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
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, 1996, all Section 16(a)
filing requirements applicable to its executive officers, directors and greater
than 10% shareholders were complied with.
3
<PAGE>
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, 1996, 1995 and 1994:
SUMMARY COMPENSATION TABLE
Annual Compensation
All
Name and Other
Principal Position Year Salary($) Bonus($) Other($) ($)(a)
- --------------------------------------------------------------------------------
JOHN B. JOSEPH(b) 1996 164,000 - 15,000 -
President and CEO, Company 1995 164,000 115,000 9,000 -
Officer, Company 1994 107,000 - 12,000 2,000
JAMES G. LeSIEUR, III(c) 1996 160,000 15,000 6,000 5,000
President and CEO, Sunwest Bank 1995 160,000 - - 5,000
1994 160,000 - - 4,000
FRANK E. SMITH 1996 125,000 14,000 - 4,000
Senior Vice President, CFO and 1995 125,000 - - 4,000
Secretary, Company and Sunwest Bank 1994 125,000 - - 4,000
(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
Executive's vested or unvested account under such plan.
(b) Mr. Joseph's other annual compensation includes director's fees of $9,000,
$9,000 and $9,000 accrued by the Company, director's fees of $6,000, $0 and
$0 paid by Sunwest Bank and director's fees of $0, $0 and $3,000 paid by
Sacramento First National Bank in 1996, 1995 and 1994, respectively. During
1995 the Company accrued bonuses for Mr. Joseph of $70,000 from the sale of
Sacramento First National Bank and $45,000 from Sunwest Bank achieving a
6.5% leverage ratio. Accrued but unpaid salaries and director's fees
totaled $481,000 at December 31, 1996 of which $20,000 of directors fees
were paid in February 1997.
(c) Mr. LeSieur's other annual compensation represents director's fees of
$6,000 paid by Sunwest Bank in 1996.
STOCK OPTION GRANTS
No stock options were granted to the Named Executives during 1996.
4
<PAGE>
AGGREGATED OPTION EXERCISES AND HOLDINGS
The following table provides information with respect to the Named
Executives concerning the exercise of options during the fiscal year ended
December 31, 1996 and unexercised options held by the Named Executives as of
December 31, 1996:
AGGREGATED OPTION(A) EXERCISES IN FISCAL YEAR 1996
AND FY-END OPTION VALUES (a)
Shares Number of Value of
Acquired Unexercised Unexercised In-the-
on Value Options at Money Options at
Exercise Realized 12/31/96 (#) 12/31/96 ($)(b)
Name (#) ($) Exercisable Unexercisable Exercisable Unexercisable
- --------------------------------------------------------------------------------
John B. Joseph - - 62,000 3,000 N/A N/A
James G. LeSieur - - 25,000 - N/A N/A
Frank E. Smith - - 42,000 3,000 N/A N/A
(a) The Company has no plans pursuant to which stock appreciation rights may be
granted.
(b) Value of unexercised "in-the-money" options is the difference between the
market price of the common stock on December 31, 1996 and the exercise
price of the option, multiplied by the number of shares subject to the
option. Since the stock price at December 31, 1996 ($.53 per share) was
less than the exercise prices, the unexercised options have no
"in-the-money" value.
COMPENSATION OF DIRECTORS
During 1996, each non-employee and employee director accrued $750 for
each regular meeting of the Board of Directors attended. The aggregate amount of
directors' fees accrued in 1996 was $52,000. Accrued and unpaid directors' fees
totaled $113,000 at December 31, 1996. During February 1997, the Company paid
all accrued directors' fees, reinstated monthly payment of fees and reduced the
fees to $250 per director per meeting attended. 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 1996.
EMPLOYMENT CONTRACTS
Mr. LeSieur entered into a one year employment agreement effective
September 1, 1996 with Sunwest Bank. Compensation under the agreement includes:
a base salary of $144,000, participation in the Sunwest Bank employee incentive
program and a special bonus. The special bonus is contingent on: a Sunwest Bank
merger, or 80% or more of its shares being sold, or substantially all of its
assets being sold or transferred. The special bonus is based on a percentage
payout of the difference between the purchase price and $9.5 million plus any
additional capital contributions into Sunwest Bank. The percentage payout ranges
from 2% to 5% and increases as the purchase price increases. The maximum special
bonus payable is $300,000.
Mr. Smith entered into a one year employment agreement effective
September 1, 1996 with Sunwest Bank. His agreement is similar to that of Mr.
LeSieur's except the base salary is $125,000, the special bonus percentage
payout ranges from 1% to 2.5% and the maximum special bonus payable is $150,000.
5
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following sets forth, as of March 31, 1997, 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.
Shares Percent
That Total of
Name of May Be Beneficial Class
Beneficial Owner Address Acquired(a) Ownership(b) (c)
- --------------------------------------------------------------------------------
DIRECTORS AND EXECUTIVE OFFICERS
J. David Cheshier 4770 Campus Drive, 45,000 47,000 *
Suite 250
Newport Beach, CA 92660
L. Wayne Gertmenian Same as above 30,000 36,765 *
Thomas A. Jones Same as above 30,000 44,300 *
John B. Joseph Same as above 65,000 958,690 10.4%
Lacy G. Marlette, Jr. Same as above 45,000 45,212 *
James G. LeSieur, III Same as above 25,000 55,000 *
Frank E. Smith Same as above 45,000 67,600 *
Ronald R. White Same as above 65,000 65,000 *
All Directors and Executive Officers 350,000 1,319,567 13.9%
(8 individuals)
OTHER GREATER THAN 5% SHAREHOLDERS
Gerauld L. Hopkins 6900 Main Street, - 575,000 6.3%
Suite 153
Downers Grove, IL 60516
Eric D. Hovde 1826 Jefferson Place, N - 742,000(d) 8.1%
Washington, DC 20036
* Less than 1%
(a) Shares that may be acquired within 60 days of March 31, 1997 pursuant to
the exercise of stock options.
(b) Except as otherwise noted below, each person has sole voting and investment
power with respect to the shares listed.
(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, 1997 through the exercise of stock
options.
(d) Based on Form 13D filed by Mr. Hovde on January 24, 1997. Western
Acquisition Partners, L.P. and Western Acquisitions, L.L.C. have shared
power to vote 722,000 of Eric D. Hovde's shares.
6
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company repaid principal and interest of $194,000 and $23,000 to
Mr. Joseph and $262,000 and $36,000 to Mr. White in 1996. No borrowings were
outstanding at December 31, 1996 to any affiliated party.
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 Sunwest Bank's business during 1996 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 transactions with
other persons and, in the opinion of the Board of Directors of Sunwest Bank, did
not present any other unfavorable features.
INDEPENDENT AUDITORS
The Board of Directors has not yet selected independent auditors for
the fiscal year ending 1997 as the Board customarily does not select its
independent auditors until later in the year. Prior to making its selection, the
Board of Directors may solicit bids from several independent public accounting
firms, including Arthur Andersen LLP, the Company's independent auditors for the
year ended 1996. Representatives of Arthur Andersen LLP will be present at the
Meeting, will have an opportunity to make a statement if they so desire and will
be available to respond to appropriate questions from shareholders.
A Form 8-K was filed on October 29, 1996 disclosing that the Board of
Directors, based on the recommendation of the audit committee, engaged Arthur
Andersen LLP as the independent public accountants for West Coast Bancorp and
its subsidiaries (the "Registrant") and therefore dismissed KPMG Peat Marwick
LLP. On November 9, 1996 a Form 8-K/A was filed disclosing that 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 (Sunwest Bank) 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 (Sunwest Bank) 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 the 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 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 LLP as the
successor accountant was not based on their discussions of the Registrant's
accounting treatment of the repayment of management fees.
PROPOSALS OF SHAREHOLDERS
Under certain circumstances shareholders are entitled to present
proposals at shareholder meetings. Any such proposal to be included in the Proxy
Statement for the Company's 1998 Annual Meeting of Shareholders must be
submitted by a shareholder prior to December 31, 1997 in a form that complies
with applicable regulations.
7
<PAGE>
ANNUAL REPORT
The Company's annual report for the year ended December 31, 1996
accompanies this Proxy Statement. The annual report contains consolidated
financial statements of the Company and its subsidiaries and the reports thereon
of Arthur Andersen LLP and KPMG Peat Marwick LLP, both independent auditors.
UPON WRITTEN REQUEST OF ANY PERSON ENTITLED TO VOTE AT THE MEETING,
ADDRESSED TO FRANK E. SMITH, SECRETARY, WEST COAST BANCORP, 4770 CAMPUS DRIVE,
SUITE 250, NEWPORT BEACH, CALIFORNIA 92660-1833, THE COMPANY WILL PROVIDE
WITHOUT CHARGE A COPY OF ITS ANNUAL REPORT ON FORM 10-KSB FOR FISCAL 1996,
INCLUDING THE FINANCIAL STATEMENTS, FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO THE SECURITIES EXCHANGE ACT OF 1934.
OTHER BUSINESS
The Board of Directors knows of no other business which will be
presented for consideration at the Meeting other than that stated in the Notice
of Meeting. If, however, other matters are properly brought before the Meeting,
it is the intention of the individuals named in the accompanying form of Proxy
to vote the shares represented thereby in accordance with their best judgment
and in their discretion, and authority to do so is included in the Proxy.
WEST COAST BANCORP
By: /s/ John B. Joseph
John B. Joseph, Chairman of the Board and
Chief Executive Officer
DATED: April 30, 1997
8
<PAGE>
(FRONT OF PROXY CARD)
REVOCABLE PROXY REVOCABLE PROXY
WEST COAST BANCORP - PROXY CARD
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned shareholder(s) of West Coast Bancorp ("the Company")
hereby nominates, constitutes and appoints L. Wayne Gertmenian and Lacy G.
Marlette, Jr. proxies, and each of them, the attorney, agent and proxy of the
undersigned, with full power of substitution, to vote all stock of the Company
which the undersigned is entitled to vote at the Annual Meeting of Shareholders
of the Company (the "Meeting") to be held at the City National Bank Building,
4685 MacArthur Court Suite 380, Newport Beach, California on Tuesday, May 27,
1997 at 9:00 a.m., and any adjournments thereof, as fully and with the same
force and effect as the undersigned might or could do if personally thereat, as
follows:
(Continued, and to be marked, dated and signed, on the other side)
9
<PAGE>
(BACK OF PROXY CARD)
1. ELECTION OF DIRECTORS
FOR all nominees WITHHOLD
listed below (except AUTHORITY
as marked to the to vote for all
contrary below). nominees listed below.
J. David Cheshier John B. Joseph
L. Wayne Gertmenian Lacy G. Marlette, Jr.
Thomas A. Jones Ronald R. White
Instructions: To withhold authority for any one or more nominees, write that
nominee(s) name(s) in the space provided below.
2. OTHER BUSINESS. In their discretion, the proxy holders are authorized to vote
upon such other business as may properly come before the Meeting and any and all
adjournment or adjournments thereof.
FOR AGAINST ABSTAIN
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF EACH OF THE
NOMINEES LISTED ABOVE, IF ANY OTHER BUSINESS IS PRESENTED AT THE MEETING, THIS
PROXY SHALL BE VOTED BY THE PROXY HOLDERS IN ACCORDANCE WITH THE RECOMMENDATIONS
OF A MAJORITY OF THE BOARD OF DIRECTORS.
Please mark
your votes as
indicated in X
this example
I plan to attend the Meeting.
The undersigned hereby ratifies and confirms all that said proxy holders, or
either of them, or their substitutes, shall lawfully do or cause to be done by
virtue hereof, and hereby revokes any and all proxies hereof given by the
undersigned to vote at the Meeting. The undersigned hereby acknowledges receipt
of the Notice of the Meeting and Proxy Statement accompanying said notice.
Dated: ___________________________________________________
Number of Shares
- --------------------------------------------------------
(Name of Shareholder(s), Printed)
- --------------------------------------------------------
(Signature of Shareholder)
(Please date this Proxy and sign your name as it appears on your stock
certificate(s). Executors, administrators, trustees, etc., should give their
full titles. All joint owners should sign.) THIS PROXY WILL BE VOTED "FOR" THE
ELECTION OF ALL NOMINEES UNLESS AUTHORITY TO DO SO IS WITHHELD FOR ALL NOMINEES
OR FOR ANY INDIVIDUAL NOMINEE. PLEASE SIGN, DATE AND RETURN THIS PROXY AS
PROMPTLY AS POSSIBLE IN THE POSTAGE PREPAID ENVELOPE PROVIDED.
10
<PAGE>
