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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
Amendment No. 1 to
[X] Annual Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
For the fiscal year ended December 31, 1994 Commission file number 0-10997
WEST COAST BANCORP
(Exact name of registrant as specified in its charter)
Oregon 93-0810577
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
301 Church Street N.E.
Salem, Oregon 97301
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (503) 399-2900
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, No Par Value
(Title of Class)
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-
K or any amendment to this Form 10-K. [X]
The approximate aggregate market value of Registrant's Common Stock held
by non-affiliates of the Registrant on March 1, 1995, was $57,282,946.
The number of shares of Registrant's Common Stock outstanding on March 1,
1995, was 4,319,549.
DOCUMENTS INCORPORATED BY REFERENCE
None.
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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
A special meeting of Bancorp's common shareholders was held on
February 27, 1995, to consider and vote upon approval of a plan of merger
contained in the Merger Agreement. The table below shows the votes cast for
or against approval of the Merger, as well as abstentions and broker non-
votes.
No. of Shares
--------------
For 1,844,344.8400
Against 33,366.8630
Abstentions 11,609.6826
Broker Non-Votes 8,480.0000
Pursuant to the Merger Agreement, the following individuals were designated
as directors of Bancorp beginning the effective date of the Merger, with
terms ending as of the annual meeting of shareholders occurring in the years
specified below.
Name Term Ending
---- -----------
Lloyd D. Ankeny 1997
Iral D. Barrett 1997
Victor L. Bartruff 1996
Phillip G. Bateman 1997
Chester C. Clark 1996
Lester D. Green 1995
Stanley M. Green 1997
William B. Loch 1996
Jack E. Long 1995
C. Douglas McGregor 1997
Robert D. Morrison 1996
J. F. Ouderkirk 1995
Gary D. Putnam 1995
Rodney B. Tibbatts 1996
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The directors and executive officers of the registrant at March 1, 1995,
are set forth below. The executive officers include certain persons who are
not titled officers of the registrant, but serve as officers of its bank
subsidiaries.
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Name Age Position(s) Held
- ---- --- ----------------
Lloyd D. Ankeny 57 Director of Bancorp*
Iral D. Barrett 60 Director of Bancorp
Victor L. Bartruff 47 Co-President and Co-Chief Executive
Officer and Director of Bancorp*;
President and Chief Executive Officer
of The Bank of Newport
Phillip G. Bateman 54 Director of Bancorp*
Chester C. Clark 73 Director of Bancorp*
Lester D. Green 69 Chairman of the Board of Bancorp
Stanley M. Green 72 Director of Bancorp*
Cora A. Hallauer 55 Secretary of Bancorp; Senior Vice
President and Secretary of The
Commercial Bank
Donald A. Kalkofen 31 Chief Financial Officer of Bancorp* and
Senior Vice President and Chief
Financial Officer of The Bank of
Newport
William B. Loch 61 Director of Bancorp
Jack E. Long 56 Director of Bancorp and Chairman of the
Board of The Commercial Bank
C. Douglas McGregor 56 Director of Bancorp
Edgar B. Martin 55 President and Chief Executive Officer
of The Commercial Bank
Robert D. Morrison 63 Director of Bancorp
J. F. Ouderkirk 44 Director of Bancorp* and Chairman of
the Board of The Bank of Newport
Gary D. Putnam 50 Vice Chairman of the Board of Bancorp*
Rodney B. Tibbatts 55 Co-President and Co-Chief Executive
Officer and Director of Bancorp*
and Chairman of the Board of
Valley Commercial Bank
- ---------------
*Since February 28, 1995, pursuant to the Merger Agreement.
Bancorp's Board of Directors is divided into three classes with
staggered terms of three years; directors serve until their successors have
been elected and qualified. The terms of Bancorp's present directors expire
as follows: the terms of Messrs. Lester D. Green, Long, Ouderkirk, and
Putnam expire in 1995; the terms of Messrs. Bartruff, Clark, Loch, Morrison,
and Tibbatts expire in 1996; and the terms of Messrs. Ankeny, Barrett,
Bateman, Stanley M. Green, and McGregor expire in 1997. The officers of
Bancorp and its bank subsidiaries are elected by their respective board of
directors to serve until the next annual board meeting or until their
successors are elected and qualified, subject to prior death, resignation, or
removal. There are no family relationships among the directors and executive
officers.
Lloyd D. Ankeny was a director of WCB since 1993 and has served as a
director of The Bank of Newport since 1986. Mr. Ankeny graduated from the
University of California in 1959 with a B.S. degree and, in 1961, earned an
M.B.A. in Management. During the period 1961 through 1980, Mr. Ankeny served
in various executive capacities with IBM and Xerox corporations. Since 1981,
Mr. Ankeny has been a self-employed real estate investor and owner of
Landmark Development Corporation.
Iral D. Barrett has been a director of Bancorp since 1982. He is the
retired Chairman of the Board and Chief Executive Officer of Supra Products,
Inc., a key lock company, a position which Mr. Barrett held from 1964 until
1994. Mr. Barrett joined the board of The Commercial Bank in 1976, of which
Mr. Barrett continues to be a director, and served as Chairman of the Board
of The Commercial Bank from May 1991 to April 1994. Mr. Barrett has been
actively involved in the community and with Young Life for many years.
Victor L. Bartruff was President and Chief Executive Officer of WCB from
1993 until February 28, 1995, when he became Co-President and Co-Chief
Executive Officer of Bancorp, and was a director of WCB since 1992.
Mr. Bartruff has served as President and Chief Executive Officer and director
of The Bank of Newport since 1991. Mr. Bartruff has been in the banking
industry for over 29 years. Mr. Bartruff was with United States National
Bank of Oregon from 1965 to 1991 and was a Vice President and District
Manager prior to joining WCB and The Bank of Newport. Mr. Bartruff has an
extensive background in lending, personnel, marketing, and management. He is
a graduate of Oregon State University and Pacific Coast Banking School.
Mr. Bartruff is an active leader in many civic and church-related
organizations. He serves as a director of the Greater Newport Chamber of
Commerce and is a member of the Newport Rotary Club, Treasurer of the Yaquina
Bay Economic Foundation, Chairman of the City of Newport Retirement Board, a
member of the Oregon State University Newport Marine Science Development
Council, and a Deacon at the First Baptist Church of Newport.
Phillip G. Bateman was a director of WCB since 1993 and has served as a
director of The Bank of Newport since 1979. Mr. Bateman is a graduate of
San Francisco College of Mortuary Science and has been a partner in Bateman
Funeral Homes, Central Coast Crematorium, and Chelan Abbey Mausoleum and
Columbariam since 1975.
Chester C. Clark was a director of WCB since 1993 and has served as a
director of The Bank of Newport since 1986. Mr. Clark was employed by what
is now First Interstate Bank of Oregon, N.A., from 1942 to 1965. In 1965,
Mr. Clark entered the veneer business and, in 1968, joined Alsea Veneer
Company, Inc. Mr. Clark served as owner/operator of that company until his
retirement in 1987. Mr. Clark remains Chairman of the Board of Alsea Veneer
Company, Inc., and a partner in Alsea Land and Timber Company.
Lester D. Green has been Chairman of Bancorp's Board of Directors since
1991 and has served as a director of Bancorp since 1982 and of The Commercial
Bank since 1972. He has been property manager of Mission Properties, a real
estate holding company, since 1994. Mr. Green was formerly Chairman of the
Board of Capitol Auto Group, composed of Capitol Chevrolet Cadillac, Capitol
Toyota, and Willamette Pontiac, since 1955. A University of Oregon graduate,
Mr. Green has been actively involved in numerous automobile dealer
associations during his career. Mr. Green received the TIME Quality Dealer
Award in 1971. During his involvement in the community, Mr. Green has
chaired or been president of the Salem Downtown Development Commission, the
Salem Economic Development Corporation, the East Salem Rotary Club, and the
Salem Hospital Board. Mr. Green was also honored as Salem's First Citizen in
1977.
Stanley M. Green was a director of WCB since 1981. He worked as an
Animation Artist for Walt Disney from 1950 to 1991 and is currently an
animation director of Tolco Productions, Inc. Mr. Green is a member of the
faculty at Portland State University, where he teaches animation and drawing.
Mr. Green attended the Arts Students League in New York City and the
Chounaird Art Institute in Los Angeles.
Cora A. Hallauer has been Senior Vice President and Operations
Administrator and Secretary of The Commercial Bank and Secretary of Bancorp
since July 1990. She was also Treasurer of Bancorp from July 1990 until
February 28, 1995. Ms. Hallauer previously served as Vice President and
Systems Operations Officer of The Commercial Bank since 1985. Ms. Hallauer
is a graduate of Pacific Coast Banking School and has taught at Chemeketa
Community College and for the American Institute of Banking since 1978.
Ms. Hallauer is a member of the Oregon Bankers Association Operations
Committee, and serves on the Board of Directors for the YWCA of Salem.
Donald A. Kalkofen was the Senior Vice President and Treasurer of WCB,
as well as Senior Vice President and Chief Financial Officer of The Bank of
Newport, from January 1993 until February 28, 1995, when he became Chief
Financial Officer of Bancorp. Mr. Kalkofen is a Certified Public Accountant
and has nine years experience in the accounting and financial services
related industries. Prior to joining WCB and The Bank of Newport,
Mr. Kalkofen held various positions with United States National Bank of
Oregon, including Senior Accounting Officer and Controller of a subsidiary
from May 1988 to April 1992. Mr. Kalkofen is a gradate of Washington State
University and the Bank Administration Institute and is a member of the
Oregon Society of Certified Public Accountants, the American Society of
Certified Public Accountants, the Oregon Bankers Association Investment
Committee, and the Oregon Society of Certified Public Accountants Financial
Services Committee.
William B. Loch has been a director of Bancorp since 1982 and of The
Commercial Bank since 1977. He has been President of Capital City
Companies, Inc., a petroleum distribution and transportation company, since
1980. Mr. Loch is a graduate of the University of Oregon and has owned and
managed petroleum, transportation, and warehouse businesses since 1957. He
is actively involved in several industry associations and is a Trustee of the
University of Oregon Foundation.
Jack E. Long has been a Bancorp director since 1990, a director of The
Commercial Bank since 1990, and Chairman of the Board of The Commercial Bank
since April 1994. He is President of J & L Nursery Co., Inc. Mr. Long has
been in the nursery business since his graduation from Oregon State
University's agricultural program in 1960. Mr. Long is a member of numerous
professional organizations including President [Elect] of the American
Association of Nurserymen and the Oregon Department of Agriculture Nursery
Advisory Council. Mr. Long has received numerous awards related to his
nursery business. Among them, Mr. Long was named "STAR PRODUCER" in the
"AG STARS 88" promotion sponsored by the Salem Economic Development
Commission and received the Northwest Horticulture Congress Distinguished
Service Award.
C. Douglas McGregor has been a director of Bancorp and of The Commercial
Bank since 1994. He has been Chairman of the Board of ACCESS Long Distance
since 1993. Formerly, Mr. McGregor was an Executive Vice President with
First Interstate Bank of Oregon, N.A., since 1985. Mr. McGregor is a
graduate of Oregon State University and past Trustee and Chairman of Pacific
Coast Banking School and is currently a member of the Executive Committee of
Willamette University.
Edgar B. Martin has been President and Chief Executive Officer of The
Commercial Bank since 1991. He was previously Executive Vice President from
March 1990, and Chief Operating Officer from June 1990, of The Commercial
Bank. Mr. Martin served as Senior Vice President and Loan Administrator of
The Commercial Bank from 1985 to 1990 and, prior to that, served as Vice
President and Branch Administrator for 12 years. He is a graduate of Lewis
and Clark College and Pacific Coast Banking School. Mr. Martin is active in
the Salem Kiwanis, Salem Area Chamber of Commerce, and numerous Oregon
Bankers Association committees.
Robert D. Morrison has been a director of Bancorp since 1978 and of The
Commercial Bank since 1982. He has been First Vice President, Financial
Consultant with Smith Barney, Inc. (or its predecessor, Shearson Lehman
Brothers, Inc.) since 1974. Mr. Morrison is a graduate of the University of
Washington, is a member and past trustee of the First Methodist Church in
Salem, and is a founding director of Illahe Hills Country Club.
J. F. Ouderkirk was a director of WCB since 1992 and has served as a
director of The Bank of Newport since 1986 and as Chairman of the Board of
The Bank of Newport since 1988. During 1992 and 1993, Mr. Ouderkirk also
served as Executive Vice President of WCB and was Chairman of the Board of
WCB from April 1993 to February 1994. Mr. Ouderkirk is a partner in the law
firm of Richardson, Ouderkirk and Hollen, which Mr. Ouderkirk co-founded in
1975. Mr. Ouderkirk is a graduate of Brown University and the University of
Oregon School of Law. Mr. Ouderkirk is a member of the Oregon State Bar and
is admitted to practice before the United States District Court, District of
Oregon, the Ninth Circuit Court of Appeals, and the Unites States Tax Court.
Gary D. Putnam served as President and Chief Operating Officer and
director of WCB from 1990 to 1992. Mr. Putnam rejoined the board of
directors of WCB in October 1993 and was appointed Chairman of the Board of
WCB in 1994. Mr. Putnam has 20 years of banking experience and, prior to
joining WCB, served as Senior Vice President of Far West Federal Bank, S.B.
("Far West") from 1985 to 1988 and Executive Vice President of Far West from
1988 to 1990. In 1991, Far West was placed in receivership by the Office of
Thrift Supervision. In May 1994, the Resolution Trust Corporation ("RTC"),
as successor to Far West, filed a lawsuit against certain former officers and
directors of Far West alleging negligence in their management of Far West and
seeking damages for the resulting losses. Mr. Putnam was named as a
defendant in an amended complaint filed in June 1994. Mr. Putnam never
served as a director or a loan officer of Far West and believes that there is
no basis for any claim by the RTC against him. During 1971 to 1989, while
not employed in bank management, Mr. Putnam was engaged in the practice of
law, emphasizing banking and financial law. Mr. Putnam is a graduate of
Lewis & Clark College and the Willamette University College of Law and a
member of the Oregon State Bar and the American Bar Association. Since 1992,
Mr. Putnam has been an owner and is President of Pacific Drilling Supply,
Inc., in Wilsonville, Oregon.
Rodney B. Tibbatts was President and Chief Executive Officer of Bancorp
from 1990 until February 28, 1995, when he became Co-President and Co-Chief
Executive Officer of Bancorp. Mr. Tibbatts has been a director of Bancorp
and of The Commercial Bank since 1990 and of Valley Commercial Bank since
1991 and Chairman of the Board of Valley Commercial Bank since April 1993.
Mr. Tibbatts was formerly Senior Vice President and Regional Manager of Key
Bank of Oregon from 1986 until 1991. He has been in the banking industry for
33 years. Mr. Tibbatts attended the University of Washington and graduated
from the Pacific Coast Banking School. He is a member of the American
Bankers Association Government Relations Council and several Oregon Bankers
Association committees. Mr. Tibbatts is President-Elect of the Salem
Downtown Rotary Club, serves on the board of the Salem Area Chamber of
Commerce and the Salem Family YMCA, and was named Associated Oregon
Industries "1986 Oregon Business Leader of the Year" and Albany's 1986 "First
Citizen."
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this amendment to its report on
Form 10-K for the year ended December 31, 1994, to be signed on its behalf by
the undersigned thereunto duly authorized.
Dated: May 11, 1995 WEST COAST BANCORP
(Registrant)
By Donald R. Judson
Controller
