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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):
July 1, 1996
WEST COAST BANCORP
(Exact name of registrant as specified in its charter)
OREGON
(State or other jurisdiction of incorporation)
0-10997 93-0773000
(Commission File Number) IRS Employer Identification No.
5335 SW Meadows Rd, Suite 201
Lake Oswego, OR 97035
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (503) 598-3242
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Effective July 1, 1996, West Coast Bancorp, Lake Oswego, Oregon ("WCB")
completed its pending acquisition of Vancouver Bancorp, Vancouver, Washington
("VB") and its wholly owned banking subsidiary, Bank of Vancouver. The Merger
was accomplished pursuant to a Plan and Agreement of Reorganization and Merger
dated as of February 15, 1996, as amended April 8, 1996. (the "Merger
Agreement") The Merger Agreement was included as Appendix A to the
Prospectus/Proxy Statement dated June 7, 1996, previously filed by WCB as part
of its Registration Statement on Form S-4 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 Washington Department of Financial Institutions, and the
shareholders of VB. WCB and VB applied for and received the necessary approvals
referenced above, and the shareholders of VB approved the Merger Agreement at
their annual meeting held on June 28, 1996.
Pursuant to the terms of the Merger Agreement, each outstanding share
of VB Common Stock was converted into shares of WCB's Common Stock pursuant to
an exchange formula.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA, FINANCIAL INFORMATION,
AND EXHIBITS
(a) Financial Statements - 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.
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(c) Exhibits.
10(a) Agreement and Plan of Merger dated as of February
15, 1996, as amended April 8, 1996 between WCB and
VB (incorporated by reference to the Form S-4
filed by WCB on April 22, 1996).
10(b) Stock Option Agreement dated February 15, 1996
(incorporated by reference to the Form S-4 filed
by WCB on April 22, 1996).
(99.1) Press Release dated July 1, 1996 issued by WCB to
announce the closing of the Merger.
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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.
Dated: July 1, 1996
WEST COAST BANCORP
By /s/ Rodney B. Tibbatts
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Rodney B. Tibbatts
Co-President and Co-Chief
Executive Officer
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R. B. Tibbatts
(503) 598-3242
Victor L. Bartruff
(541) 574-1127
Lee S. Stenseth
(360) 693-1246
Press Release
OREGON'S WEST COAST BANCORP
COMPLETES ACQUISITION OF VANCOUVER
LAKE OSWEGO, OREGON July 1, 1996 - Effective July 1, 1996, West Coast
Bancorp (NASDAQ:WCBO) completed its pending acquisition of Vancouver Bancorp.
The shareholders of Vancouver Bancorp, the parent company of Bank of Vancouver
of Vancouver, Washington, at the annual shareholder meeting held June 28, 1996,
overwhelmingly approved the acquisition of Vancouver Bancorp by West Coast
Bancorp, an Oregon bank holding company. All necessary state and federal
regulatory approvals have been obtained.
Vancouver Bancorp shareholders will be entitled to receive
approximately 622,000 new shares of common stock valued at about $11.6 million.
Also, the number of West Coast Bancorp shareholders will increase by
approximately 200 to nearly 2,900 thus contributing to improve stock liquidity.
West Coast Bancorp Co-President & CEO Rodney B. Tibbatts and Lee S.
Stenseth, President of Bank of Vancouver jointly announced that, "Expansion into
the vibrant Southwest Washington marketplace should enhance long-term
shareholder value and promote opportunities to deliver financial services to a
broader customer base. Our
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employees will benefit from added career opportunities and the communities we
serve will benefit from our local management and decision making."
According to Tibbatts, "Bank of Vancouver will continue to operate
under its own name, with a local board of directors, management, and employees,
and local decision-making authority. Also, as a result of adding Bank of
Vancouver, we will be able to further increase efficiencies by leveraging our
support service functions within West Coast Bancorp."
In addition, Victor L. Bartruff, West Coast Bancorp Co-President & CEO
announced that James J. Pomajevich, Chairman of the former Vancouver Bancorp,
will become a member of the West Coast Bancorp Board of Directors and Lee S.
Stenseth will remain President of Bank of Vancouver.
Bank of Vancouver was founded in June, 1989 and continues to operate
from a single location in Vancouver, Washington. As of March 31, 1996, the bank
had assets of $86.7 million and loans of $65.1 million representing 75 percent
of total assets.
West Coast Bancorp, headquartered in Lake Oswego, Oregon, conducts its
principal business through three bank subsidiaries - The Commercial Bank, Salem
Oregon; The Bank of Newport, Newport Oregon; and Valley Commercial Bank, Forest
Grove, Oregon; and operates its trust division as West Coast Trust. West Coast
Bancorp, with approximately $530 million in total assets at March 31, 1996, is
the largest community bank holding company based in Oregon.
The combined West Coast Bancorp operates 27 full-service and two
limited- service branches in 22 cities and 8 counties in Western Oregon and
Southwest
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Washington. As of March 31, 1996, the combined entity had approximately $616
million in assets.
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Note: West Coast Bancorp is not NASDAQ:WCBC (California) or NASDAQ:WBAN
(Florida)
