<PAGE> 1
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material under Rule 14a-12
West Coast Bancorp
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
----------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
----------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
----------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
----------------------------------------------------------------------
(5) Total fee paid:
----------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
----------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
----------------------------------------------------------------------
(3) Filing Party:
----------------------------------------------------------------------
(4) Date Filed:
----------------------------------------------------------------------
<PAGE> 2
WEST COAST BANCORP
535 East First Street
Tustin, California 92780
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held August 22, 2000
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, August 22, 2000, at 5:30 p.m. at the offices of Sunwest Bank, 535 East
First Street, Tustin, California 92780, 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 2001 Annual Meeting of Shareholders and until their
successors have been elected and qualified. The following six persons are
the Board of Directors' nominees:
Michael A. Cohen James G. LeSieur, III
Robert W. Hodgson John H. Norberg
Eric D. Hovde Richard L. Shepley
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 July 14, 2000
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 July
21, 2000.
By Order of the Board of Directors
/s/ FRANK E. SMITH
-----------------------------------
Frank E. Smith, Secretary
July 21, 2000
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> 3
WEST COAST BANCORP
535 East First Street
Tustin, California 92780
(714) 730-4499
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
August 22, 2000
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, August 22, 2000, at 5:30 p.m. at the offices
of Sunwest Bank, 535 East First Street, Tustin, California 92780, and at any and
all adjournments thereof. Robert W. Hodgson and James G. LeSieur, III, 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 July 21, 2000. Only shareholders of record on
July 14, 2000 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.
OUTSTANDING SECURITIES, VOTING RIGHTS AND REVOCABILITY OF PROXIES
There were issued and outstanding 9,328,942 shares of the Company's
common stock, no par value per share ("common stock"), on July 14, 2000, 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. 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.
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
1
<PAGE> 4
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 was 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 July 14,
2000, with respect to those individuals who are to be nominated by the Board of
Directors for election as directors.
<TABLE>
<CAPTION>
Year First
Elected or
Appointed as
Name of Director Age Director Position with the Company
---------------- --- ------------ -------------------------
<S> <C> <C> <C>
Eric D. Hovde 36 1997 Chairman of the Board,
President and CEO
Michael A. Cohen 41 2000 Director
Robert W. Hodgson 59 1999 Director
James G. LeSieur, III 58 1998 Director
John H. Norberg 43 2000 Director
Richard L. Shepley 55 1999 Director
</TABLE>
Eric D. Hovde is currently the Chairman of the Board, President and
Chief Executive Officer of the Company. Mr. Hovde also is Chairman of the Board
of Sunwest Bank. Mr. Hovde has served as President of Hovde Financial, Inc.
since 1987. Mr. Hovde also serves as Chairman of Hovde Securities, Inc.,
President of Hovde Capital, Inc., and Hancock Park Acquisitions, L.L.C., and is
Managing Member of Hovde Capital, L.L.C., Hovde Acquisition, L.L.C., Financial
Institution Partners, Ltd., Colonial Jefferson, L.L.C., and Western
Acquisitions, L.L.C., and as a partner of 1824-1826 Jefferson Place, L.L.P.
2
<PAGE> 5
Michael A. Cohen is President of M. A. Cohen & Co., a real estate
advisory services firm. From 1993 to 1997, Mr. Cohen served as a Principal of
Cohen Financial, a real estate investment services firm. Mr. Cohen is a licensed
real estate broker in the States of Illinois and California. Mr. Cohen also
serves as a director of Sunwest Bank.
Robert W. Hodgson has been self-employed as a consultant since 1995.
From 1991 to 1995 Mr. Hodgson was employed by Independence One Bank of
California, FSB, most recently as its Chief Operating Officer. Mr. Hodgson also
served as Chief Executive Officer of First Collateral Services, Inc., a mortgage
warehouse lending subsidiary of Independence One. Mr. Hodgson also serves as a
director of Sunwest Bank.
James G. LeSieur, III serves as President and Chief Executive Officer
of Sunwest Bank. Mr. LeSieur joined Sunwest Bank in 1975 as Vice President and
Cashier, was promoted to Senior Vice President and Controller, and later
promoted to Executive Vice President and Chief Financial Officer. In 1991 Mr.
LeSieur assumed the position of President. Mr. LeSieur is a director of Sunwest
Bank.
John H. Norberg is President and Chief Executive Officer of Standard
Investment Chartered, Inc., a securities dealer and investment manager located
in Tustin, California. Mr. Norberg is also President of Castillian Ventures and
is a Director of Exhibit Art Displays. Mr. Norberg is a director of Sunwest
Bank.
Richard L. Shepley is Chief Investment Officer of Marshall Financial
Partners, LLP, a private equity financial services investment fund. Mr. Shepley
is a Director of Sunwest Bank, First State Bank of Eldorado, America's Mortgage
Services Company, Inc., and IDL Mortgage Company.
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 four meetings in 1999, is currently
composed of Mr. Hodgson and Mr. Norberg. 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 1999, the Board of Directors of the Company held 10 meetings.
Each of the individuals who is a nominee and was a director of the Company
during 1999 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 his term
of service.
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, 1999, all Section 16(a)
filing requirements applicable to its executive officers, directors and greater
than 10% shareholders were complied with.
3
<PAGE> 6
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, 1999, 1998 and 1997:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation
----------------------------------------------------
All Other
Name and Principal Position Year Salary ($) Bonus ($) Other ($) ($)(a)
--------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
ERIC D. HOVDE (b) 1999 -- -- 8,000 --
President and CEO, Company 1998 -- -- 9,000 --
1997 -- -- 5,000 --
JAMES G. LESIEUR, III (c) 1999 170,000 27,000 7,000 5,000
President and CEO, Sunwest Bank 1998 170,000 35,000 10,000 5,000
1997 140,000 48,000 31,000 5,000
FRANK E. SMITH 1999 125,000 20,000 -- 5,000
Executive Vice President, CFO and 1998 125,000 26,000 -- 5,000
Secretary, Company and Sunwest Bank 1997 125,000 22,000 -- 4,000
</TABLE>
-------------------
(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. Hovde receives no salary for his services as President and CEO of the
Company. Mr. Hovde's other annual compensation includes director's fees of
$1,000 and $2,000 paid by the Company in 1999 and 1998, and director's fees
of $7,000 in 1999, $7,000 in 1998 and $5,000 in 1997 paid by Sunwest Bank.
(c) Mr. LeSieur's other annual compensation represents director's fees of
$2,000 in 1998 and $6,000 paid by Sunwest Bank in 1997, reimbursement of
the employee portion of FICA of $7,000 in 1997, and an auto allowance of
$7,000 in 1999, $8,000 in 1998, and $18,000 in 1997.
STOCK OPTION GRANTS
No stock options were granted to the Named Executives during 1999.
4
<PAGE> 7
AGGREGATED OPTION EXERCISES AND HOLDINGS
The following table provides information with respect to the Named
Executives concerning the exercise of options during the fiscal year ended
December 31, 1999 and unexercised options held by the Named Executives as of
December 31, 1999:
AGGREGATED OPTION(A) EXERCISES IN FISCAL YEAR 1999
AND FY-END OPTION VALUES (a)
<TABLE>
<CAPTION>
Number of Unexercised Value of Unexercised In-the-
Shares Value Options at 12/31/99 (#) Money Options at 12/31/99 ($)(b)
Acquired on Realized ---------------------------- --------------------------------
Name Exercise (#) ($) Exercisable Unexercisable Exercisable Unexercisable
---------------------- --------------- ----------- -------------- -------------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
Eric D. Hovde -- -- -- -- -- N/A
James G. LeSieur -- -- 15,000 -- 4,725 N/A
Frank E. Smith -- -- 30,000 -- 10,388 N/A
</TABLE>
----------------
(a) The Company has no plans pursuant to which stock appreciation rights may be
granted. The current plan expired in September 1998.
(b) Value of unexercised "in-the-money" options is the difference between the
ending reported sales price of the common stock on December 31, 1999 of
$1.44 per share and the exercise price of the option, multiplied by the
number of shares subject to the option.
COMPENSATION OF DIRECTORS
Directors receive a fee of $50 for each meeting attended.
EMPLOYMENT CONTRACTS
Mr. LeSieur entered into a one year employment agreement in effect until
February 1, 2001 with Sunwest Bank. The agreement may be renewed annually each
year for a one year term. Compensation under the agreement includes: a base
salary of $170,000, 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. The agreement provides for a severance payment of twelve
months salary in the event that Mr. LeSieur is terminated without cause.
Mr. Smith entered into a one year employment agreement in effect until February
1, 2001 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> 8
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following sets forth, as of July 14, 2000, 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.
<TABLE>
<CAPTION>
Shares
That Total Percent
May Be Beneficial of
Name of Beneficial Owner Address Acquired(a) Ownership(b) Class(c)
--------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
DIRECTORS AND EXECUTIVE OFFICERS
Eric D. Hovde 1826 Jefferson Place, NW -- 1,689,090(d) 18.11%
Washington, DC 20036
Michael A. Cohen 535 East First Street -- -- *
Tustin, CA 92780
Robert W. Hodgson Same as above -- -- *
James G. LeSieur, III Same as above 15,000 72,000 *
John H. Norberg Same as above -- 310,250(e) 3.4%
Richard L. Shepley Same as above -- 4,100 *
Frank E. Smith Same as above 30,000 74,600 *
All Directors and Executive
Officers (7 individuals) 45,000 2,150,040 22.9%
OTHER GREATER THAN 5% SHAREHOLDERS
Gerauld L. Hopkins 318 Brahms Circle -- 597,000 6.4%
Wheaton, IL 60186
Western Acquisition Partners L.P. 1110 Lake Cook Road, Suite 165 -- 735,500 7.9%
Buffalo Grove, IL 60089
Western Acquisitions L.L.C. 1110 Lake Cook Road, Suite 165 -- 735,500(f) 7.9%
Buffalo Grove, IL 60089
</TABLE>
-----------------
* Less than 1%
(a) Shares that may be acquired within 60 days of July 14, 2000 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 July 14, 2000 through the exercise of stock
options.
(d) Includes 735,500 shares owned by Western Acquisition Partners, L.P. for
which Mr. Hovde disclaims beneficial ownership. See "Potential Changes in
Control" below for other shares that may be acquired.
(e) Includes 150,000 shares of the Buttonwood Tree Value Fund and 117,000
shares in the Richard Greenfield Tree Trust for which Mr. Norberg disclaims
beneficial ownership.
(f) Includes 735,500 shares owned by Western Acquisition Partners, L.P. Western
Acquisitions L.L.C. serves as the general partner of Western Acquisition
Partners, L.P.
CHANGE IN CONTROL
Pursuant to a commitment letter entered into as of July 30, 1997, by
and between John B. Joseph, in his individual capacity and on behalf of certain
entities under his control (the "Sellers"), and Eric D. Hovde, as amended, Eric
D. Hovde agreed to purchase 893,090 shares of the Company's common stock
beneficially owned by the Sellers as well as any
6
<PAGE> 9
after-acquired shares. Subject to the provisions of the commitment letter, which
provisions include the receipt of any required regulatory approvals, the
purchase was to occur on a business day not later than December 31, 1998. Mr.
Hovde has loaned approximately $678,000 to the Sellers. The loans were secured
by 893,090 shares of the Company's common stock beneficially owned by the
Sellers. The loans became due on December 31, 1998. Approval from the Federal
Reserve Bank of San Francisco was received in June 2000 and Mr. Hovde acquired
the 893,090 shares as payment in full of the loans on June 30, 2000. Mr. Hovde
is the beneficial owner of 953,590 shares of the Company's common stock; an
affiliate of Mr. Hovde, Western Acquisition Partners, L.P. ("Western"), is the
beneficial owner of 735,500 shares of the Company's common stock as to which Mr.
Hovde disclaims beneficial ownership. Mr. Hovde and Western beneficially own
10.2% and 7.9%, respectively, or 18.1% in the aggregate.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
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 1999 and may have banking
transactions with such persons in the future. All fees incurred and 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 Boards of Directors
of the Company and Sunwest Bank, did not present any other unfavorable features.
At December 31, 1999, no loans to directors were outstanding. During
the year ended December 31, 1999, new loans totaling $16,000 were granted to
directors and repayments totaled $101,000.
In January 1998, the Company executed a note and security agreement
with a corporation owned by its former President and Chairman, John B. Joseph.
The note was in the amount of $514,000 representing unpaid fees for services.
The note bears interest at 9%, payable monthly, with principal due January 29,
2001. Principal payments of $100,000 were made during 1998 and currently the
note has a balance of $414,000. The note is secured by five shares of Sunwest
Bank stock. An unrelated third party acquired the note in April 1999.
In 1998 Eric D. Hovde acquired a note payable by the Company to a
nonaffiliated party. The terms of the note remained unchanged with an interest
rate of prime plus 2% and a maturity date of June 30, 2001.
INDEPENDENT AUDITORS
The Board of Directors has not yet selected independent auditors for
the fiscal year ending 2000 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 1999. 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.
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 2001 Annual Meeting of Shareholders must be
submitted by a shareholder prior to March 23, 2001 in a form that complies with
applicable regulations. In addition, in the event a shareholder proposal is not
submitted to the Company prior to June 6, 2001, the proxy to be solicited by the
Board of Directors for the 2001 Annual Meeting of Shareholders will confer
authority on the holders of the proxy to vote the shares in accordance with
their best judgment and discretion if the proposal is presented at the 2001
Annual Meeting of Shareholders without any discussion of the proposal in the
proxy statement for such meeting.
7
<PAGE> 10
ANNUAL REPORT
The Company's annual report for the year ended December 31, 1999
accompanies this Proxy Statement. The annual report contains consolidated
financial statements of the Company and its subsidiaries and the report thereon
of Arthur Andersen LLP, independent public accountants.
UPON WRITTEN REQUEST OF ANY PERSON ENTITLED TO VOTE AT THE MEETING,
ADDRESSED TO FRANK E. SMITH, SECRETARY, WEST COAST BANCORP, 535 EAST FIRST
STREET, TUSTIN, CALIFORNIA 92780, THE COMPANY WILL PROVIDE WITHOUT CHARGE A COPY
OF ITS ANNUAL REPORT ON FORM 10-KSB FOR FISCAL 1999, 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 that 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/ ERIC D. HOVDE
-------------------------------------
Eric D. Hovde, Chairman of the Board,
President and Chief Executive Officer
DATED: July 21, 2000
8
<PAGE> 11
(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 Robert W. Hodgson and James G.
LeSieur, III, 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 offices of Sunwest Bank, 535
East First Street, Tustin, California on Tuesday, August 22, 2000 at 5:30 p.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)
<PAGE> 12
(BACK OF PROXY CARD)
Please mark
your votes as
indicated in [X]
this example
I plan to attend the Meeting. [ ]
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.
[ ] [ ]
Michael A. Cohen James G. LeSieur, III
Robert W. Hodgson John H. Norberg
Eric D. Hovde Richard L. Shepley
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.
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, Printed)
-------------------------------------------
(Signature of Shareholder)
-------------------------------------------
(Name of Shareholder, 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.
