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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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) February 28, 1995
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WEST COAST BANCORP (Formerly COMMERCIAL BANCORP)
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(Exact Name of Registrant as Specified in Charter)
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Oregon 0-10997 93-0810577
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
5335 S.W. Meadows Road, Suite 201 Lake Oswego, Oregon 97035
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(Address of Principal Executive Offices) (Zip Code)
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Registrant's telephone number, including area code (503) 684-0884
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Not applicable
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(Former Name or Former Address, If Changed Since Last Report)
Page 1 of 3 Pages
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Effective February 28, 1995 Commercial Bancorp, Salem, Oregon
("Commercial") completed its pending merger of West Coast Bancorp, Newport,
Oregon ("West Coast"), with and into Commercial, with the surviving corporation
operating under the name West Coast Bancorp ("Combined Corporation"). The
Merger was accomplished pursuant to an Agreement and Plan of Merger ("Merger
Agreement") dated as of October 24, 1994, as amended December 12, 1994. The
Merger Agreement was included as Exhibit 10(a) to the Form 8-K dated October
24, 1994, previously filed by Commercial with the Securities and Exchange
Commission.
Under the terms of the Merger Agreement, consummation of the Merger
was subject to obtaining the approval of the Board of Governors of the Federal
Reserve System, the Oregon Department of Consumer and Business Services, and
the shareholders of Commercial and West Coast. Commercial and West Coast
applied for and received the necessary approvals referenced above, and the
Shareholders of Commercial and West Coast approved the Merger Agreement at
their respective meetings held on February 27, 1995.
Pursuant to the terms of the Merger Agreement, each outstanding share
of West Coast common stock (except for shares held by Commercial or a
subsidiary of Commercial other than in a fiduciary capacity and fractional
shares) were converted into .60 shares of the Combined Corporation's common
stock. The shares of Commercial outstanding at Closing automatically became
shares of the Combined Corporation.
In accordance with the terms of the Merger Agreement, Lloyd D. Ankeny,
Victor L. Bartruff, Phillip G. Bateman, Chester C. Clark, Stanley M. Green,
J.F. Ouderkirk and Gary D. Putnam, (the previous directors of West Coast) will
join Iral D. Barrett, Lester D. Green, Jack E. Long, William B. Loch,
C. Douglas McGregor, Robert D. Morrison and Rodney B. Tibbatts, (seven of the
directors of Commercial), to serve as the Board of Directors of the Combined
Corporation. Rodney B. Tibbatts and Victor L. Bartruff will serve as
Co-Presidents and Co-Chief Executive Officers, Donald A.
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Kalkofen will serve as the Chief Financial Officer and Cora A. Hallauer
will serve as Secretary of the Combined Corporation.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA, FINANCIAL INFORMATION, AND EXHIBITS
(a) Financial Statements -- Audited financial statements for West
Coast are in the process of preparation and the requisite
historical financial information will be filed as soon as
available, but no later than 60 days after this Report was
required to be filed.
(b) Pro forma financial information -- The requisite pro forma
financial information will be filed as soon as available, but
no later than 60 days after this Report was required to be
filed.
(c) Exhibits.
10(a) Agreement and Plan of Merger dated as of October 24,
1994, between Commercial and West Coast (incorporated
by reference to the Form 8-K filed by Commercial
dated October 24, 1994)
99(a) Press Release dated February 28, 1995 issued by the
Combined Corporation to announce the closing of
the Merger.
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
(Formerly Commercial Bancorp)
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(Registrant)
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Date: March 10, 1995 By /s/ Donald A. Kalkofen
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Donald A. Kalkofen
Chief Financial Officer
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Client: COMMERCIAL BANCORP
Client Contact: R. B. Tibbatts
President & CEO
(503) 399-2946
WEST COAST BANCORP
Victor L. Bartruff
President & CEO
(503) 265-6666
OREGON'S WEST COAST BANCORP AND COMMERCIAL BANCORP SHAREHOLDERS
OVERWHELMINGLY APPROVE MERGER OF EQUALS
Lake Oswego, OR - February 28, 1995 -- Following separate shareholder
meetings held Monday, West Coast Bancorp (NASDAQ: WCBO) Newport, Oregon, and
Commercial Bancorp (NASDAQ: CBOR) Salem, Oregon, today announced the
completion of the merger of equals of the two holding companies. Shareholders
of each company overwhelmingly approved the combination, which received all
necessary State and Federal regulatory approvals.
The combined company will commence operation March 1,1995, under the
West Coast Bancorp name utilizing the Commercial Bancorp charter. The combined
organization now at approximately $445 million in assets is the second largest
community bank holding company based in Oregon. The West Coast Bancorp
corporate offices will be located in the Kruse Woods business center in Lake
Oswego.
The merger of equals calls for former West Coast Bancorp share holders
to receive .60 shares of stock of the combined holding company for each share
currently owned. Former Commercial Bancorp shareholders will continue to have
one share in the combined holding company for each share now owned. Former
West Coast and Commercial Bancorp shareholders will be receiving instructions
in early March on how to exchange their stock certificates for new West Coast
Bancorp stock certificates.
Under the new holding company, West Coast Bancorp will be the parent
company of The Bank of Newport, The Commercial Bank, and Valley Commercial
Bank. Each bank will continue operations serving the local communities with
local Boards of Directors and management, and will retain significant autonomy
and local decision making authority.
For the year ended December 31, 1994, the combined West Coast Bancorp
earned net income of $6.8 million of $1.67 per share, before $922,000 of
non-recurring merger related and reorganization costs. Net income was $5.9
million of $1.44 per share after the merger related costs. The proforma
combined equity of the corporation at year-end 1994 was $43.2 million, with 4.3
million shares outstanding, and a book value of $10.16 per share.
(more)
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SHAREHOLDERS APPROVE MERGER OF WEST COAST BANCORP AND COMMERCIAL BANCORP
February 28, 1995
Page Two
Net loans of the combined organization of $276 million represented
approximately 62 percent of total assets. The branch network of the new
organization includes 24 full and limited service branches with deposits in
excess of $371 million.
Rodney B. Tibbatts, formerly president and chief executive officer of
Commercial Bancorp, and Victor L. Bartruff, formerly president and chief
executive officer of West Coast Bancorp and The Bank of Newport, are assuming
the roles of Co-Presidents and Co-Chief Executive Officers of the combined West
Coast Bancorp. Tibbatts will assume leadership for holding company
administration and non-bank operating units and Bartruff will remain president
of The Bank of Newport and be responsible for all banking operations.
"This merger of equals with co-chief executive officers creates a
foundation for us to implement supercommunity banking in Oregon. We will
continue the community-directed banking philosophy, and achieve some
efficiencies and cost control measures in support services for our various
subsidiaries", said Bartruff.
"At the same time," Tibbatts noted, "we are well positioned for future
growth with an expanded franchise area, increased personal and business
financial services and greater management depth."
The Board of Directors for the new entity comprises seven members from
each of the previous holding company boards. In addition to Bartruff and
Tibbatts they are: Lester D. Green, chairman; Gary D. Putnam, vice chairman;
Lloyd D. Ankeny, Iral D. Barrett, Phillip G. Bateman, Chester C. Clark,
Stanley M. Green, C. Douglas McGregor, Robert D. Morrison, William B. Loch,
Jack E. Long, and J.F. Ouderkirk.
The Bank of Newport was founded in 1925 in Newport. The bank operates
seven full service branches including a business banking office in Lake Oswego.
Additionally, two new business banking offices, one in downtown Portland and
one in Clackamas (East Portland), will be in operation by April 1995. West
Coast Bancorp also operates a commercial and residential mortgage brokerage
business in Lake Oswego.
The Commercial Bank was founded in 1955 in Salem. Eleven full
service, two limited service branches, and one business banking center are
operated throughout the Mid-Willamette Valley. In addition, the bank offers
trust, investment, commercial, and mortgage loan services. In 1994, the bank
signed a definitive agreement to acquire Great Western Bank of Dallas, Oregon
which has assets of approximately $10 million. This acquisition is expected to
close within the first quarter of 1995.
(more)
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SHAREHOLDERS APPROVE MERGER OF WEST COAST BANCORP AND COMMERCIAL BANCORP
February 28, 1995
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Valley Commercial Bank which serves western Washington County, was
acquired in 1991 by Commercial Bancorp. Headquartered in Forest Grove this $16
million bank has an additional branch in North Plains and a new branch in
Hillsboro.
EDITOR'S NOTE - The following information describes how the NASDAQ stock market
will be appearing the date the merger is consummated. The first day of trading
the symbol will be WCBOD. The name will appear on the NASDAQ work station as
West Coast New S2 S3. The second day of trading the name will be West Coast
BNCP New. That symbol will remain for 30 days including the D, after 30 days
the D will be removed and the new name will be West Coast Bancorp (WCBO).
NOTE: Transmitted on Business Wire at 12:10 p.m. PST, February 28, 1995
WEST COAST BANCORP (NASDAQ:WCBO) IS NOT: NASDAQ:WCBC (California) or
NASDAQ:WBAN (Florida).
