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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):
October 30, 1997
WEST COAST BANCORP
(Exact name of registrant as specified in its charter)
OREGON
(State or other jurisdiction of incorporation)
0-10997 93-0773000
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(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) 684-0884
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ITEM 5. On October 30, 1997, West Coast Bancorp, Lake Oswego, Oregon ("WCB")
entered into a definitive agreement (the "Merger Agreement") with Centennial
Holdings, Ltd., Olympia, Washington ("CHL") under the terms of which CHL will be
merged with and into WCB. Upon consummation of the Merger, CHL's subsidiary,
Centennial Bank will operate as a separate subsidiary of WCB.
The Merger Agreement provides that CHL's common stock will be
exchanged for shares of WCB common stock pursuant to a fixed exchange ratio.
Consummation of the acquisition is subject to several conditions, including
receipt of applicable regulatory approvals and approval by WCB and CHL's
shareholders. For additional information regarding the terms of the proposed
transaction, reference is made to the press release dated October 31, 1997,
which is attached as Exhibit 99 and incorporated by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA, FINANCIAL INFORMATION, AND EXHIBITS
(a) Financial Statements - Not Applicable.
(b) Pro forma Financial Information - Not Applicable.
(c) Exhibits.
(99) Press Release dated October 30, 1997 issued by WCB to announce
the execution of the Merger Agreement
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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: October 31, 1997
WEST COAST BANCORP
By /s/ Donald A. Kalkofen
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Donald A. Kalkofen
Chief Financial Officer
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EXHIBIT 99
WESET COAST BANCORP
Victor L. Bartruff
President & CEO
(503) 598-3243
R.B. Tibbatts
Executive Vice President
(503) 598-3242
CENTENNIAL HOLDINGS, LTD.
Thomas W. Healy
Chairman & CEO
(360) 456-7754
Daniel D. Yerrington
President & COO
(360) 456-7756
Press Release
OREGON'S WEST COAST BANCORP ANNOUNCES DEFINITIVE AGREEMENT
TO ACQUIRE CENTENNIAL HOLDINGS, LTD. OF OLYMPIA, WASHINGTON
LAKE OSWEGO, OREGON, October 30, 1997 - West Coast Bancorp (Nasdaq:
WCBO) today announced the signing of a Definitive Agreement to acquire
Centennial Holdings, Ltd. of Olympia, Washington and its wholly owned bank
subsidiary, Centennial Bank. The acquisition expands the Northwest bank holding
company to a $1 billion organization. This merger signals a continued expansion
into Washington of the growth-oriented $809 million Oregon-based community
banking organization along the I-5 Corridor into the Lewis, Thurston, Mason and
Pierce County markets of Washington. This builds upon West Coast's initial entry
into the Washington market through its 1996 acquisition of The Bank of
Vancouver, Vancouver, Washington.
Centennial Holdings, Ltd., is the parent company of Centennial Bank, an
eight branch community bank based in Olympia, Washington's state capitol. On
September 30, 1997, Centennial had assets of $260 million and loans of $193
million representing 74% of total assets. The merger will enable Centennial Bank
to expand more efficiently and effectively throughout the Olympia area as well
as surrounding counties.
The transaction has been unanimously approved by the Board of Directors
of both companies. It is anticipated that the merger will be completed during
the first quarter of 1998, following the approval of applicable regulatory
authorities and the shareholders of both companies. In the merger, Centennial
Holdings, Ltd. shareholders will receive shares of West Coast Bancorp common
stock currently worth approximately $47.2 million, on a fixed exchange ratio.
Following the transaction and related acquisition and conversion costs, the
combined company expects the benefits of the acquisition to have an accretive
impact on future earnings per share. The merger is expected to be accounted for
as a pooling of interests.
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"This attractive opportunity is consistent with our strategic plan to
diversify and expand our community banking activities throughout the Northwest.
We believe this move should further enhance the long-term profitability and
shareholder value of our company," said West Coast Bancorp President and CEO,
Victor L. Bartruff. "Centennial Bank has registered solid growth by providing
responsive, personalized banking service, which is consistent with our
relationship based banking focus at West Coast Bancorp" added Mr. Bartruff.
Daniel D. Yerrington, President of Centennial Holdings, Ltd. and
Centennial Bank, commented, "Combining our two successful companies will enable
us to expand our products and services, thus, clearly benefiting our customers
and shareholders. Centennial Bank will continue to serve our customers,
throughout our markets, operating as a separate subsidiary under the Centennial
Bank name, supported by our dedicated local Board of Directors and management.
In addition, our shareholders will receive a market premium and enhanced
liquidity for our stock."
Centennial Holdings, Ltd. has a history of expansion and strong growth
in assets, loans, deposits, and earnings. During the five year period ending
September 30, 1997, assets increased over 235% and earnings increased in excess
of 81%. For the quarter ending September 30, 1997, Centennial Holdings, Ltd.
earned $2,093,000 representing a 1.19% return on average assets and a 14.31%
return on average equity. In addition, Centennial Holdings, Ltd. had equity of
$21.1 million and non-performing assets of only $1,342,000 or .51% of assets.
West Coast Bancorp recently reported a 24 percent increase in third
quarter earnings versus the like period of 1996, along with new highs in assets,
deposits and loans. Consolidated third quarter 1997 net income of $3,254,000
represented a 1.63% return on average assets and a 17.73% return on average
equity. Asset quality remained high with non-performing assets of only
$3,356,000 representing 0.41% of total assets. The loan loss reserve of
$8,395,000 equaled 1.46% of outstanding loans.
West Coast Bancorp, an Oregon-based multi-community bank holding
company, is the parent company of The Bank of Newport, Newport, Oregon; The
Commercial Bank, Salem, Oregon; Valley Commercial Bank, a.b.n. of The Bank of
Newport; Bank of Vancouver, Vancouver, Washington; and West Coast Trust, Salem,
Oregon. The combined entity will operate 40 offices and two loan production
offices with assets exceeding $1 billion and will be located in twelve counties
throughout western Oregon and Washington.
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(Editor's Note - West Coast Bancorp is not; Nasdaq: WCBC (California)
5335 Meadows Road, Suite 201 - Lake Oswego, Oregon 97035 - Tel 503 584-0884 -
Fax - 503 684-0781
