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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):
February 28, 1998
WEST COAST BANCORP
(Exact name of registrant as specified in its charter)
OREGON
(State or other jurisdiction of incorporation)
0-10997 93-810577
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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 2. ACQUISITION OR DISPOSITION OF ASSETS
Effective February 28, 1998, West Coast Bancorp, Lake Oswego, Oregon
("WCB") completed its pending acquisition of Centennial Holdings, Ltd., Olympia,
Washington ("Centennial") and its wholly owned banking subsidiary, Centennial
Bank. The Merger was accomplished pursuant to a Plan and Agreement of Merger
dated as of October 30, 1997 (the "Merger Agreement"). The Merger Agreement was
included as Appendix A to the Prospectus/Proxy Statement dated January 12, 1998,
previously filed by WCB as part of its Registration Statement on Form S-4 with
the Securities and Exchange Commission.
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.
(c) Exhibits.
(99) Press Release dated March 2, 1998 issued by WCB to
announce the execution of the Merger Agreement
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: February 28, 1998
WEST COAST BANCORP
By /s/ Donald A. Kalkofen
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Donald A. Kalkofen
Chief Financial Officer
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Exhibit 99
Monday March 2, 1:02 pm Eastern Time
West Coast Bancorp, Ore. Completes Merger With Centennial Holdings, Ltd.
LAKE OSWEGO, Ore.- --March 2, 1998--Effective February 28, 1998, West Coast
Bancorp (OTC BB:WCBC - news; NASDAQ: WCBO - news) completed its pending
acquisition of Centennial Bank, based in Olympia, Washington.
At a special meeting on February 18, 1998, the shareholders of Centennial
Holdings, Ltd. (parent company of Centennial Bank) overwhelmingly approved the
merger of Centennial Holdings, Ltd. into West Coast Bancorp. West Coast
Bancorp's shareholders also approved the merger by a significant majority on
February 20, 1998. All necessary regulatory approvals have been obtained.
Shareholders and option holders of Centennial Holdings, Ltd. will receive a
total of 2,550,000 newly issued shares of West Coast Bancorp common stock with a
value of about $66 million. The total number of West Coast Bancorp common stock
shares outstanding will increase to approximately 12.6 million, and West Coast
Bancorp will have 4,300 shareholders.
West Coast Bancorp President and CEO Victor L. Bartruff and Centennial Holdings
Ltd. Chairman and CEO Thomas W. Healy jointly announced that, "Expansion into
the Olympia market strengthens West Coast Bancorp's presence in Washington and
along the Interstate 5 corridor. We expect our combination to enhance long-term
shareholder value and to increase opportunities for our employees. By retaining
local management, we will preserve the ability to provide excellent customer
service, while expanding the financial services available to our customers."
According to Bartruff, "Centennial Bank will continue to operate under its own
name, with a local board of directors, management, and employees. Centennial
Bank has consistently been a strong performer in its market, and we are pleased
to add it to our family of community banks."
Combined assets of the two organizations exceed $1.1 billion, with approximately
$101 million in shareholders' equity and market capitalization in excess of $315
million. Healy and Joe L. Snyder have been appointed to the West Coast Bancorp
board of directors.
West Coast Bancorp, headquartered in Lake Oswego, Oregon, now conducts business
through two Washington and two Oregon subsidiary banks, with a total of 40
branches throughout western Oregon and southwest Washington. These subsidiaries
operate under five banking names: Commercial Bank, The Bank of Newport, Valley
Commercial Bank (a trade name of The Bank of Newport), Bank of Vancouver, and
Centennial Bank. West Coast Bancorp also operates West Coast Trust, its trust
company subsidiary, which provides fiduciary and agency services.
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Contact:
West Coast Bancorp
Victor L. Bartruff, 503/598-3243 or Centennial Holdings, Ltd.
Thomas W. Healy, 360/456-7754
