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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):
September 15, 1998
WEST COAST BANCORP
(Exact name of registrant as specified in its charter)
OREGON
(State or other jurisdiction of incorporation)
0-10997 93-810577
(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 - OTHER EVENTS
On September 15, 1998, West Coast Bancorp ("West Coast") announced
plans to combine its four separate banking affiliates into a single
community-focused bank. The name West Coast Bank has been reserved for the
consolidated bank. The Board of Directors of the consolidated Bank will consist
of the same members as West Coast.
The consolidated bank will be wholly-owned by West Coast and will be
headquartered in Lake Oswego, Oregon. It will have 1.2 billion in assets and 41
offices in western Oregon and Washington.
Consummation of the consolidation is subject to several conditions,
including receipt of applicable regulatory approvals and approval by the Boards
of Directors and sole shareholder of each of the subsidiary banks as well as the
Board of Directors of West Coast. For more information regarding the proposed
transaction, reference is made to the press release dated September 15, 1998,
which is attached to this Report as Exhibit 99 and incorporated by reference.
ITEM 7 - FINANCIAL STATEMENTS AND EXHIBITS
(a) Exhibits:
(99) Press Release issued by West Coast dated September 15, 1998.
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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: September 18, 1998
WEST COAST BANCORP
By: /s/ VICTOR L. BARTRUFF
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Victor L. Bartruff
President and Chief Operating Officer
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EXHIBIT 99
WEST COAST BANCORP TO CONSOLIDATE AFFILIATE BANKS, NORTHWEST HOLDING COMPANY
CONTINUES EMPHASIS ON COMMUNITY FOCUS
LAKE OSWEGO, Ore. - Sept. 15, 1998 -West Coast Bancorp (Nasdaq:WCBO), the
Northwest-based community bank holding company, announced today that it plans to
combine its four separate banking affiliates into a single community-focused
bank.
The name West Coast Bank is being reserved for the consolidated company. The
combination is designed to continue West Coast Bancorp's longstanding commitment
to community banking while increasing its effectiveness in serving customers by
strengthening the company's marketing and brand identity and improving
efficiency.
The board of directors of the new West Coast Bank will consist of the same
members as West Coast Bancorp, assuring continued representation from each of
the markets served by the bank. The consolidation will result in certain
one-time costs when fully implemented and is expected to result in annual
savings in excess of the one-time expenses.
The consolidated bank will be wholly owned by West Coast Bancorp and will be
headquartered in Lake Oswego, Oregon. It will have $1.2 billion in assets and 41
offices in western Oregon and Washington. The consolidation is expected to be
completed in the fourth quarter of 1998, following regulatory approvals. It is
expected that the bank's new name will be in place at its locations around
year-end 1998.
"Our core values remain the same after this consolidation," said Victor L.
Bartruff, president and chief executive officer of West Coast Bancorp. "They
are: a commitment to the communities we serve; relationship-based customer
service; and an open, trusting, integrity-based environment. At the same time,
we expect to speed our decision-making processes, increase efficiency, and put
more emphasis on customer service and less on internal structure. In today's
mobile society, we believe customers will welcome this combination of our family
of community banks under a common name, and the fact that we can deliver
improved service at a lower cost under the new structure. We have strengthened
and realigned our corporate management to prepare for this change, including the
addition of Ron DeLude as chief operating officer, and we are enthusiastic about
the positive results we expect from the changes announced today." DeLude has
been president of Bank of Vancouver, Vancouver, Washington, an affiliate of West
Coast Bancorp.
As a result of the consolidation, West Coast Bancorp expects to reduce
employment by approximately 100 positions or 13% of its total work force. The
affected positions are primarily held by administrative and back office
personnel whose functions can be more effectively handled centrally. West Coast
Bancorp will attempt to find positions within the company for the individuals
whose jobs are affected by the changes, and will offer a severance package to
individuals who are not able to find another position in the new bank.
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The company anticipates one-time costs of approximately $5 million to cover
costs of the consolidation, including the severance program, signage, data
conversions and other marketing/branching, regulatory and administrative costs.
Of the one-time expenses, approximately $2 million is expected to be charged
against third-quarter 1998 results, with the remaining costs to be expensed as
incurred in the following several quarters.
The company expects that the consolidation will save approximately $6 million
annually or 12% of its current ongoing overhead expenses. The cost savings will
come from the reductions in staff and related overhead, a simplified corporate
structure, a reduced regulatory burden and synergies created by unified
marketing efforts and name branding. The plan calls for two-thirds of the cost
savings to be substantially achieved by third-quarter 1999, with the remaining
savings to be achieved early in the year 2000.
This press release includes certain "forward looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995 (the "PSLRA").
This statement is included for the express purpose of availing Bancorp of the
protections of the safe harbor provision of the PSLRA. Management's ability to
predict results or the effect of future plans is inherently uncertain, and is
subject to factors that may cause actual results to differ materially from those
projected. Factors that could affect the actual results include the ability of
Bancorp to effectively implement the consolidation plans, particularly within
the timeframe anticipated.
West Coast Bancorp is a Northwest community bank holding company operating 41
offices in the western Oregon and Washington markets. Under its present
structure, West Coast operates its banking operations through Commercial Bank,
Salem, Oregon; Bank of Vancouver, Vancouver, Washington; The Bank of Newport,
Newport, Oregon, which also operates branches under the trade name Valley
Commercial Bank; and Centennial Bank, Olympia, Washington. The banking
affiliates will be consolidated as West Coast Bank under the plan announced
today. West Coast Bancorp also operates West Coast Trust, with Oregon offices in
Salem, Newport and Portland and Washington offices in Olympia and Vancouver.
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