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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Western Bancorp
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
957683 10 5
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(CUSIP Number)
John M. Eggemeyer, III
4370 La Jolla Village Drive, Suite 400
San Diego, California 92122 Phone: (619) 546-4966
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
October 10, 1997
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(Date of Event which Requires Filing of this Statement)
If a filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this statement [ ]. (A
fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
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CUSIP NO. 957683 10 5 PAGE 2 OF 13 PAGES
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Castle Creek Capital Partners Fund-I, L.P.
Federal ID No.: 36-4073941
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
- ------------------------------------------------------------
3. SEC USE ONLY
- ------------------------------------------------------------
4. SOURCE OF FUNDS*
OO WC
- ------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d)OR 2(e) [ ]
- ------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF 1,666,989(1)(2)(3)
SHARES ----------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY
EACH ----------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 1,666,989(1)(2)(3)
WITH ----------------------------------------
10. SHARED DISPOSITIVE POWER
- ------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,666,989 shares of Common Stock (1)(2)(3)
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
- ------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.6%
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14. TYPE OF REPORTING PERSON*
PN (limited partnership)
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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FOOTNOTES TO FACING SHEET FOR
CASTLE CREEK CAPITAL PARTNERS FUND-I, L.P.
(1) Includes 33,557 shares of Common Stock issuable upon exercise of warrants.
(2) Power is exercised through its sole general partner, Castle Creek Capital,
L.L.C.
(3) Castle Creek Capital Partners Fund-I, L.P. disclaims any beneficial
interest in any shares of Common Stock owned or controlled directly or
indirectly by any of its partners, including but not limited to the shares
beneficially owned by John M. Eggemeyer, III.
Page 3 of 13 Pages
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CUSIP NO. 957683 10 5 PAGE 4 OF 13 PAGES
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Castle Creek Capital, L.L.C.
Federal ID No.: 36-4073477
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
OO WC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d)OR 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7. SOLE VOTING POWER
NUMBER OF 1,666,989(1)(2)(4)
SHARES ----------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY
EACH ----------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 1,666,989(1)(2)(4)
WITH ----------------------------------------
10. SHARED DISPOSITIVE POWER
- ------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,666,989 shares of Common Stock (1)(3)(4)
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[XX]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.6%
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14. TYPE OF REPORTING PERSON*
OO (limited liability company)
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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FOOTNOTES TO FACING SHEET FOR
CASTLE CREEK CAPITAL, L.L.C.
(1) Includes 33,557 shares of Common Stock issuable upon exercise of warrants.
(2) Power is exercised through its controlling member, Eggemeyer Advisory Corp.
(3) Solely in its capacity as sole general partner of Castle Creek Capital
Partners Fund-I, L.P.
(4) Castle Creek Capital, L.L.C. disclaims any beneficial interest in any
shares of Common Stock owned or controlled directly or indirectly by any of
its partners, including but not limited to the shares beneficially owned by
John M. Eggemeyer, III.
Page 5 of 13 Pages
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CUSIP NO. 957683 10 5 PAGE 6 OF 13 PAGES
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Eggemeyer Advisory Corp.
Federal ID No.: 36-4104569
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
OO WC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d)OR 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7. SOLE VOTING POWER
NUMBER OF 1,666,989(1)(2)(4)
SHARES ----------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY
EACH ----------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 1,666,989(1)(2)(4)
WITH ----------------------------------------
10. SHARED DISPOSITIVE POWER
- ------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,666,989 shares of Common Stock (1)(3)(4)
- ------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[XX]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.6%
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14. TYPE OF REPORTING PERSON*
CD
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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FOOTNOTES TO FACING SHEET FOR
EGGEMEYER ADVISORY CORP.
(1) Includes 33,557 shares of Common Stock issuable upon exercise of warrants.
(2) Power is exercised through its sole shareholder and president, John M.
Eggemeyer, III.
(3) Solely in its capacity as the controlling member of Castle Creek Capital,
L.L.C., the sole general partner of Castle Creek Capital Partners Fund-I,
L.P.
(4) Eggemeyer Advisory Corp. disclaims any beneficial interest in any shares
of Common Stock owned or controlled directly or indirectly by any of its
shareholders, including but not limited to the shares beneficially owned by
John M. Eggemeyer, III.
Page 7 of 13 Pages
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CUSIP NO. 957683 10 5 PAGE 8 OF 13 PAGES
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John M. Eggemeyer, III
- ------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
- ------------------------------------------------------------
3. SEC USE ONLY
- ------------------------------------------------------------
4. SOURCE OF FUNDS*
PF
- ------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d)OR 2(e) [ ]
- ------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7. SOLE VOTING POWER
NUMBER OF 76,633(1)(2)
SHARES ----------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY
EACH ----------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 76,633(1)(2)
WITH ----------------------------------------
10. SHARED DISPOSITIVE POWER
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
76,633 shares of Common Stock (1)(2)
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[XX]
- ------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.7%
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14. TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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FOOTNOTES TO FACING SHEET FOR
JOHN M. EGGEMEYER, III
(1) As to 76,633 shares (including 57,755 shares issuable upon exercise of
warrants) of Common Stock, power is exercised as beneficial owner.
(2) John M. Eggemeyer, III, disclaims any beneficial interest in any shares of
Common Stock owned or controlled directly or indirectly by Castle Creek
Capital Partners Fund-I, L.P. except to the extent of his interest in
such Fund.
Page 9 of 13 Pages
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SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER.
This statement relates to the common stock, no par value (the "Common
Stock"), of Western Bancorp (formerly Monarch Bancorp) (the "Issuer"). The
address of the Issuer's principal executive offices is 4100 Newport Place,
Suite 900, Newport Beach, California 92660.
ITEM 2. IDENTITY AND BACKGROUND.
(a) - (c) The names of the persons filing this statement are: Castle
Creek Capital Partners Fund-I, L.P., a Delaware limited partnership (the
"Partnership"); Castle Creek Capital, L.L.C., a Delaware limited liability
company and the sole general partner of the Partnership (the "General
Partner"); Eggemeyer Advisory Corp., a Delaware corporation and the
controlling member of the General Partner ("EAC"); and John M. Eggemeyer,
III, a California resident and the sole shareholder and President of EAC and
the President of the General Partner ("Eggemeyer"). The business address for
each of the filing persons is 4370 La Jolla Village Drive, Suite 400, San
Diego, California 92122.
(d) - (e) During the last five years, none of the persons filing this
statement has been (i) convicted in a criminal proceeding (excluding traffic
violations and similar misdemeanors) or (ii) a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction and as a result
of such proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
(f) Eggemeyer is a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Subsequent to the Partnership's purchase of common stock of the Issuer on
September 30, 1996 as disclosed in the initial Schedule 13D filing, the
Issuer changed its name to Western Bancorp on June 3, 1997, effected an 8.5
for 1 reverse stock split and consummated mergers with California Commercial
Bankshares ("CCB") and SC Bancorp ("SCB"), as described below.
Page 10 of 13 Pages
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On June 3, 1997, the Issuer effected a 8.5 for 1 reverse stock split of
the Common Stock (the "Reverse Stock Split"). The Reverse Stock Split
converted the Partnership's 12,500,000 shares of Common Stock and 285,235
shares issuable upon exercise of warrants into 1,470,588 shares of Common
Stock and 33,557 shares of Common Stock issuable upon exercise of warrants.
Subsequent to the Reverse Stock Split, the Partnership beneficially owned
1,504,145 shares (including the 33,557 shares issuable upon exercise of
warrants) of Common Stock or 36.9% of the then outstanding Common Stock.
Pursuant to the merger of CCB with the Issuer, consummated June 4, 1997,
the Partnership's beneficial ownership of Common Stock increased by 9,079
shares due to the one-to-one conversion of the Partnership's 9,079 shares of
common stock of CCB into Common Stock. Following this merger, the
Partnership beneficially owned 1,513,224 shares (including 33,557 shares
issuable upon exercise of warrants) of Common Stock. Because of the shares of
Common Stock issued in this merger, the Partnership's interest in the issuer
was reduced to 21.3% of the outstanding Common Stock.
Pursuant to the merger of SCB with the Issuer, consummated October 10,
1997, the Partnership's 337,500 shares of common stock of SCB were converted
on the basis of a conversion ratio of 0.4556 shares of Common Stock for each
share of common stock of SCB into 153,765 shares of Common Stock. These
additional shares increased the Partnership's beneficial ownership of Common
Stock to 1,666,989 shares (including 33,557 shares issuable upon exercise of
warrants). Because of the shares of Common Stock issued in this merger, the
Partnership's interest in the issuer was reduced to 15.6% of the outstanding
Common Stock.
ITEM 4. PURPOSE OF TRANSACTION.
(a) - (b) The Partnership and Eggemeyer each signed a Standby Stock
Purchase Agreement, dated November 17, 1997, between the Partnership or
Eggemeyer, as the case may be, and the Issuer (collectively, the "Standby
Agreements") to acquire additional shares of Common Stock (see Item 6). The
Partnership may also acquire additional shares of Common Stock upon
consummation of the merger set forth in the Plan (as defined in Item 6).
(c) - (j) None.
ITEM 5. INTEREST IN SECURITIES OF ISSUER.
(a) The Partnership beneficially owns 1,666,989 shares (including 33,557
shares issuable upon the exercise of warrants) of Common Stock or 15.6% of
the Issuer's outstanding Common Stock. Each of the Partnership, the General
Page 11 of 13 Pages
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Partner and EAC disclaims any beneficial interest in any shares of Common
Stock owned or controlled directly or indirectly by any of its partners,
including but not limited to the shares beneficially owned by Eggemeyer.
Eggemeyer beneficially owns directly 76,633 shares (including 57,755 shares
issuable upon exercise of warrants) of Common Stock or 0.7% of the
outstanding Common Stock. Eggemeyer disclaims any beneficial interest in any
shares of Common Stock owned or controlled directly or indirectly by Castle
Creek Capital Partners Fund-I, L.P., except to the extent of his interest in
such Fund.
(b) The Partnership has the sole voting and dispositive powers over the
1,666,989 shares (including 33,557 shares issuable upon the exercise of a
warrant) of Common Stock beneficially owned by it, representing approximately
15.6% of the outstanding Common Stock. Such voting and dispositive powers
are exercised by the General Partner in its capacity as general partner of
the Partnership, which are exercised by EAC as a manager of the General
Partner, which is in turn exercised by Eggemeyer as the sole stockholder and
President of EAC and as President of the General Partner. Eggemeyer has the
sole voting and dispositive powers over 76,633 shares (including 57,755
shares issuable upon exercise of warrants) of Common Stock beneficially owned
by him, representing approximately 0.7% of the outstanding Common Stock.
Eggemeyer disclaims any beneficial interest in any shares of Common Stock
owned or controlled directly or indirectly by Castle Creek Capital Partners
Fund-I, L.P., except to the extent of his interest in such Fund.
(c) On October 10, 1997, the Partnership acquired 153,765 shares of
Common Stock pursuant to the merger between the Issuer and SCB. The
Partnership's 337,500 shares of common stock of SCB were converted into
153,765 shares of Common Stock. This conversion resulted in the Partnership
beneficially owning 1,666,989 shares (including 33,557 shares issuable upon
exercise of the warrant) of Common Stock or 15.6% of the outstanding Common
Stock.
(d) and (e) Not Applicable.
ITEM 6. CONTRACTS, AGREEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
The Partnership and Eggemeyer signed the Standby Agreements to assist
with the financing of the Issuer's acquisition of Santa Monica Bank pursuant
to an Agreement and Plan of Merger, dated as of July 30, 1997, and amended
and restated as of November 20, 1997 (the "Plan") by and among the Issuer,
Western Bank and Santa Monica Bank. Under
Page 12 of 13 Pages
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the Standby Agreements, the Partnership and Eggemeyer agreed, subject to the
conditions set forth therein, to purchase 446,000 shares of Common Stock and
5,000 shares of Common Stock, respectively, and to purchase up to 446,000
additional shares of Common Stock and 5,000 additional shares of Common Stock,
respectively, if the Issuer determines, in its sole discretion, that it is
desirable to sell such additional shares for the financing of the Plan. The
purchase price of such shares is $28 per share.
Item 7. Material to be Filed as Exhibits.
Exhibit A is a form of the Standby Stock Purchase Agreement. Exhibit B is
the Filing Agreement
SIGNATURES
After reasonable inquiry and to the best of the undersigned's knowledge and
belief, the undersigned certify that the information set forth in this statement
is true, complete and correct.
Dated: December 16, 1997
----------------------
CASTLE CREEK CAPITAL PARTNERS FUND-I, L.P.
By: Castle Creek Capital, L.L.C.
By: /s/ John M. Eggemeyer, III
----------------------------
Its President
Its General Partner
CASTLE CREEK CAPITAL, L.L.C.
By: /s/ John M. Eggemeyer, III
----------------------------
Its President
EGGEMEYER ADVISORY CORP.
By: /s/ John M. Eggemeyer, III
----------------------------
Its President
/s/ John M. Eggemeyer, III
- ---------------------------
John M. Eggemeyer, III
Page 13 of 13 Pages
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Exhibit A
STANDBY STOCK PURCHASE AGREEMENT
THIS STANDBY STOCK PURCHASE AGREEMENT (the "Agreement"), made and
entered into as of November_____, 1997, by and between Western Bancorp, a
California corporation (the "Company"), and __________________, a
_____________ (the "Purchaser").
WITNESSETH:
WHEREAS, the Company has entered into an Agreement and Plan of
Merger, dated as of July 30, 1997, and amended and restated on September 29,
1997 (the "Plan"), providing for the acquisition (the "Acquisition") of Santa
Monica Bank (the "Bank");
WHEREAS, the Company has requested the Purchaser to assist with the
financing of the Acquisition by purchasing common stock, no par value
("Common Stock"), of the Company at the subscription price of $28.00 per
share (the "Subscription Price"), as provided herein;
WHEREAS, the Purchaser desires to, and by these presents hereby
does, agree to purchase the number of shares of Common Stock specified herein
and to serve as a Standby Purchaser for up to a specified additional number
of shares of Common Stock, all as is more particularly set forth herein;
WHEREAS, in consideration for the Purchaser's agreement to serve as
a Standby Purchaser, the Company desires to, and by these presents hereby
does, agree to sell to the Purchaser at the price set forth herein a certain
minimum number of shares of Common Stock, all as more particularly set forth
herein; and
WHEREAS, the Purchaser acknowledges that, notwithstanding anything
to the contrary herein contained or implied, in the event that the Plan is
terminated prior to the Effective Time (as defined therein) in accordance
with its terms so that the Acquisition will not take place, the Company will
not be obligated by this Agreement to sell to the Purchaser any shares of
Common Stock.
NOW, THEREFORE, for and in consideration of the premises, and other
good and valuable consideration the
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receipt and sufficiency of all of which is hereby acknowledged, the parties
hereto agree as follows:
1. PURCHASE AND DELIVERY OF MINIMUM SHARES.
(a) Subject to the terms and conditions herein set forth, the
Company hereby agrees to issue and sell to the Purchaser, and the Purchaser
hereby agrees to purchase from the Company, at the Subscription Price per
share, ___________ shares of Common Stock (the "Minimum Shares").
(b) Subject to the terms and conditions herein set forth, the
Purchaser hereby agrees to purchase from the Company, at the Subscription
Price per share, up to ___________ additional shares of Common Stock as are
allocated to the Purchaser pursuant to Section 1(c) (the "Standby Shares").
(c) The Purchaser and the Company hereby acknowledge and agree that
the Company has entered into, or contemplates entering into, one or more
other Standby Stock Purchase Agreements with certain other parties (together
with the Purchaser, the "Standby Purchasers") providing for the same
purchase price per share of Common Stock as this Agreement and having
material terms substantially similar to those in this Agreement except that
they may provide for the purchase of a different number of Minimum Shares in
paragraph 1(a) and a different number of Standby Shares in paragraph 1(b).
If the Company determines, in its sole discretion, that it is desirable in
connection with the financing of the Acquisition to sell to the Standby
Purchasers an aggregate number of additional shares of Common Stock over and
above the aggregate number of Minimum Shares (the "Additional Shares"),
such Additional Shares shall be made available to the Standby Purchasers
in accordance with their respective agreements; PROVIDED, HOWEVER, if the
number of the Additional Shares is less than the aggregate of the Standby
Shares that all Standby Purchasers are committed to purchase pursuant to
their respective agreements, the Additional Shares shall be allocated as
nearly as possible on a pro rata basis among all Standby Purchasers based
upon the number of Standby Shares each Standby Purchaser is committed to
purchase, so that each Standby Purchaser shall purchase a number of shares
equal to the number of Additional Shares
-2-
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multiplied by a fraction, the numerator of which is the number of Standby
Shares that such Standby Purchaser has committed to purchase, and the
denominator of which is the aggregate number of Standby Shares that all
Standby Purchasers have committed to purchase. Subject to the terms and
conditions herein set forth, the Purchaser agrees to purchase such number of
shares as are allocated to it pursuant to Sections 1(a), 1(b) and 1(c).
Provided that the Acquisition is effected substantially as provided in the
Plan and that the Purchaser's purchase of shares of Common Stock is effected
substantially concurrently therewith as provided herein, the rights or
obligations of the Purchaser and the Company hereunder are not contingent
on the consummation of the transactions contemplated in any of the other
Standby Stock Purchase Agreements.
2. THE CLOSING.
One business day after the Election Deadline (as defined in the
Plan) and following the Company's determination of the number of Additional
Shares that it desires to issue, if any, the Company shall notify the
Purchaser of the number of Standby Shares, if any, to be purchased by the
Purchaser pursuant to Sections 1(b) and 1(c). Three business days after the
Election Deadline (the "Payment Date"), the Purchaser shall deliver to
National Bank of Southern California or its successor, as escrow agent (the
"Escrow Agent"), payment of the Subscription Price for the Standby Shares and
the Minimum Shares (the "Subscription Payment"). The Subscription Payment
will be held by the Escrow Agent in an escrow account pursuant to an escrow
agreement to be entered into among the Company, the Escrow Agent and the
Purchaser (and other purchasers of shares of Common Stock pursuant to the
other Standby Stock Purchase Agreements), substantially in the form of
Exhibit 1 hereto. The Purchaser shall deliver the Subscription Payment to
the Escrow Agent either by certified or official bank check in next day funds
or by wire transfer. If the Purchaser chooses to deliver the Subscription
Payment by certified or official bank check, the Purchaser shall deliver the
certified or official bank check to the following address: National Bank of
Southern California Escrow Division, Escrow #011864-GG, 4100 Newport Place,
Suite 130, Newport Beach, California 92660. If the Purchaser chooses to
deliver the Subscription Payment by wire transfer, (i) the Purchaser shall
call either Gloria Garriott or Michele Mess at (714) 863-2485 or (714)
863-2483
-3-
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on the Payment Date and (ii) the Purchaser shall ensure that [his/her] wire
clearly indicates [his/her name] and that the wire transfer is made:
To: National Bank of Southern California
3951 South Plaza Drive
Santa Ana, California 92704
Account Number: 01900307
ABA/Routing Number: 1222-3980-1
Account Name: National Bank of Southern California Escrow Division
Trust Account
Escrow Number: 011864-GG
3. DELIVERY OF STANDBY SHARES AND MINIMUM SHARES.
Prior to the Effective Time (as defined in the Plan), the Company
shall deliver to U.S. Stock Transfer Corporation, stock transfer agent, the
Standby Shares and the Minimum Shares to be delivered to the Purchaser. At
the Effective Time, which shall be no more than ten business days following
the Election Deadline (such time and date being referred to as the "Closing
Time", the date of the Closing Time being referred to as the "Closing Date"
and the consummation of the transaction being referred to as the "Closing"),
U.S. Stock Transfer Corporation shall cause to be issued and delivered to the
Purchaser the Minimum Shares and the Standby Shares to be purchased by the
Purchaser hereunder, registered in the name of the Purchaser or its nominees,
as the Purchaser may specify at least three business days prior to the
Closing Date, for the Purchaser's account or for the account of its
discretionary clients, against delivery by the Escrow Agent of the
Subscription Payment plus interest actually incurred on such Subscription
Payment to the Company.
4. AGREEMENTS AND CONSENTS OF THE PURCHASER.
The Purchaser hereby agrees with the Company as follows:
-4-
<PAGE>
(a) The Purchaser acknowledges and agrees that, notwithstanding
anything to the contrary herein contained or implied, exclusive of any
shares that may be attributable to the Purchaser by virtue of a limited
partnership interest in Castle Creek Partner's Fund-I, the Company will
not issue to the Purchaser shares of Common Stock in an amount that,
when aggregated with other shares of Common Stock beneficially owned or
controlled by or subject to the power to vote of (in each case, within
the meaning of the Change in Bank Control Act of 1978 and the rules and
regulations thereunder) the Purchaser, would exceed 9.9% of the total
issued and outstanding shares of Common Stock upon completion of the
Acquisition, including shares issued pursuant to any other Standby Stock
Purchase Agreements.
(b) The Purchaser acknowledges and agrees that the Company may
decline to issue any of the Standby Shares or Minimum Shares to the
Purchaser hereunder if, in the reasonable opinion of counsel to the Company,
the Purchaser is required to obtain prior clearance or approval of such
transaction from any state or federal bank regulatory authority and if such
approval or clearance has not been obtained or if satisfactory evidence
thereof has not been presented to the Company by the Closing Date, and a
failure of the Purchaser to purchase the Minimum Shares in such event will
be without liability to the Purchaser.
5. REPRESENTATIONS AND WARRANTIES.
(a) The Company hereby represents and warrants to the Purchaser as
of the date hereof and as of the Closing Date as follows:
(i) The Company is a "bank holding company" within the meaning
of the Bank Holding Company Act of 1956, as amended, and has been duly
incorporated and is an existing corporation in good standing under the
laws of the State of California with corporate power and authority to
perform its obligations under this Agreement and the Plan.
(ii) The execution, delivery and performance of this Agreement
by the Company and the consummation by the Company of the transactions
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contemplated hereby and by the Plan have been duly authorized by all
necessary corporate action of the Company; and this Agreement, when
duly executed and delivered by the Purchaser, will constitute a valid
and legally binding instrument of the Company enforceable against the
Company in accordance with its terms, subject to bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability relating to or affecting
creditors' rights and to general equity principles.
(iii) The Minimum Shares and the Standby Shares, if any, when
issued and delivered by the Company against payment therefor as
contemplated hereby, will be validly issued, fully paid and
non-assessable.
(iv) The Company has an authorized capitalization as set forth
in the Registration Statement on Form S-4 ("S-4") pursuant to the
Securities Act of 1933, as amended (the "Securities Act") as filed
with the Securities and Exchange Commission (the "SEC") on
November ___, 1997, and all of the issued shares of the Company's
Common Stock have been duly and validly authorized and issued and are
fully paid and non-assessable.
(v) The aggregate number of shares of the Company's Common
Stock that will be outstanding immediately after the issuance of the
Minimum Shares and any Standby Shares to the Purchaser, the issuance of
the Minimum Shares and any Standby Shares to each of the other Standby
Purchasers pursuant to the other Standby Stock Purchase Agreements and
the issuance of shares of Common Stock pursuant to the Plan shall be
at least 15,136,700 shares.
(vi) The execution, delivery and performance of this Agreement
by the Company, the consummation by the Company of the transactions
herein contemplated and contemplated by the Plan and the compliance by
the Company with the terms hereof and thereof do not and will not
violate the Restated Articles of Incorporation or the Restated By-laws
of the Company, or result in a breach or
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violation of any of the terms or provisions of, or constitute a default
under, any indenture, mortgage, deed of trust, loan agreement or other
agreement or instrument to which the Company is a party or by which the
Company is bound or to which any of its properties or assets are
subject, with such exceptions as would not have a material adverse
effect on the financial condition of the Company, or any applicable
statute or any order, judgment, decree, rule or regulation of any court
or governmental agency or body having jurisdiction over the Company or
any of its properties or assets; and no consent, approval,
authorization, order, registration or qualification of or with any
such court or governmental agency or body is required for the valid
authorization, execution, delivery and performance by the Company of
this Agreement, the issuance of the Standby Shares and the Minimum
Shares or the consummation by the Company of the other transactions
contemplated by this Agreement.
(vii) The Investor has been provided with the Company's
Annual Report on Form 10-KSB/A, as amended, for the year ended
December 31, 1996, the Company's Quarterly Reports on Form 10-QSB for
the quarter ended March 31, 1997 and Form 10-Q for the quarters ended
June 30, 1997 and September 30, 1997, the Company's Definitive Proxy
Statements with respect to the Company's shareholder meetings on
June 2, 1997 and October 10, 1997, the Company's Current Reports on
Form 8-K filed on April 14, 1997, May 2, 1997, June 18, 1997,
July 15, 1997, August 11, 1997, August 28, 1997, October 3, 1997,
October 24, 1997, October 31, 1997 and November 13, 1997 (the "Offering
Materials"). As of the date each such report was filed with the SEC,
each of such reports complied as to form in all material respects with
all applicable laws, rules and regulations, and none of such reports
included any untrue statement of a material fact or omitted to state
any material fact required to be stated therein or necessary to make
the statements therein not misleading.
(viii) The S-4 and any and all amendments thereto will, as of
the date of each such filing, comply as to form in all material
respects with
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all applicable laws, rules and regulations, and none of
such filings will include as of the date of filing any untrue
statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements
therein not misleading.
(b) The Purchaser hereby represents and warrants to the Company as
follows:
(i) The Purchaser is not a "bank holding company" within the
meaning of The Bank Holding Company Act of 1956, as amended, and is a
[corporation] [partnership] [trust] duly organized, validly existing
and in good standing under the laws of its jurisdiction of
organization, with [corporate] power and authority to perform its
obligations under this Agreement.
(ii) Exclusive of any shares that may be attributable to the
Purchaser by virtue of a limited partnership interest in Castle Creek
Capital Partner's Fund-I, the aggregate of all shares of Common Stock
beneficially owned or controlled by or subject to the power to vote of
(in each case, within the meaning of the Change in Bank Control Act of
1978 and the rules and regulations thereunder) the Purchaser, together
with the Standby Shares and the Minimum Shares, does not exceed 9.9%
of the total issued and outstanding shares of Common Stock as of the
date of the S-4.
(iii) The execution, delivery and performance of this
Agreement by the Purchaser and the consummation by the Purchaser of
the transactions contemplated hereby have been duly authorized by all
necessary corporate action of the Purchaser; and this Agreement, when
duly executed and delivered by the Company, will constitute a valid
and legally binding instrument of the Purchaser, enforceable in
accordance with its terms, subject to bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and similar laws of
general applicability relating to or affecting creditors' rights and
to general equity principles.
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<PAGE>
(iv) The Purchaser is not insolvent and has sufficient liquidity
(including funds under management) to purchase the Minimum Shares and
the Standby Shares on the terms and conditions contained in this
Agreement and will have such funds on the Payment Date. The Purchaser
has simultaneously with the execution and delivery of this Agreement
or prior thereto provided the Company with evidence or substantiated
that such Purchaser has the financial means to satisfy its financial
obligations under this Agreement and the foregoing evidence and
substantiation are true and accurate representations of such means.
(v) The Purchaser is an "accredited investor" within the
meaning of Rule 501(a) under the Securities Act.
(vi) No state, federal or foreign regulatory approvals, permits,
licenses or consents or other contractual or legal obligations are
required in order for the Purchaser to enter into this Agreement or
otherwise purchase the Standby Shares and Minimum Shares, except those
that have been obtained or performed and those which the failure to
obtain or perform will not impair the Purchaser's ability to perform
its obligations under this Agreement.
(vii) The execution and delivery of this Agreement, the
consummation by the Purchaser of the transactions herein contemplated
and the compliance by the Purchaser with the terms hereof do not and
will not conflict with, or result in a breach or violation of, any of
the terms or provisions of, or constitute a default under, [the
Articles of Incorporation or By-laws [or other organic documents] of
the Purchaser or] any indenture, mortgage, deed of trust, loan
agreement or other agreement or instrument to which the Purchaser is a
party or by which any of its properties or assets are bound, with such
exceptions as would not have a material adverse effect on the
financial condition of the Purchaser, or any applicable statute or any
order, judgment, decree, rule or regulation of any court or
governmental agency or body, domestic or foreign, having jurisdiction
over the Purchaser or
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<PAGE>
any of its properties or assets; and no consent, approval,
authorization, order, registration or qualification of or with any
such court or governmental agency or body is required for the
valid authorization, execution, delivery and performance by the
Purchaser of this Agreement or the consummation by the Purchaser of
the transactions contemplated by this Agreement.
(viii) Except for its investment, if any, in Castle Creek
Capital Partner's Fund-I, and except for its advisory arrangements
with the discretionary clients on behalf of which the Purchaser is
acquiring the Standby Shares and the Minimum Shares, the Purchaser has
not entered into any contracts, arrangements, understandings or
relationships (legal or otherwise) with any other unaffiliated person
or persons with respect to any securities of the Company, including
but not limited to transfer or voting of any of the securities,
finder's fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or losses, or the
giving or withholding of proxies; and the Purchaser does not own any
securities of the Company that are pledged or otherwise subject to a
contingency the occurrence of which would give another person voting
power or investment power over such securities.
(ix) The Purchaser has received and reviewed the Offering
Materials and the Company has made available to the Purchaser at a
reasonable time prior to the date of this Agreement the opportunity to
ask questions and receive answers concerning the terms and conditions
of the offering and sale of the Minimum Shares and the Standby Shares
hereunder and such other information requested by the Purchaser and
reasonably available to the Company, and (A) except as set forth in
this Agreement and in the Offering Materials, no representations or
warranties have been made to it by the Company, any of its officers,
directors or any agent, employee or affiliate of any of them and (B)
in entering into this Agreement it is not relying upon any information
other than information
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contained in this Agreement and in the Offering Materials.
(x) The Purchaser is purchasing the Minimum Shares and the
Standby Shares, if any, for [its own account] [the account of its
discretionary clients] for investment purposes only and not with a
view to, or for sale in connection with, any distribution thereof.
(xi) The Purchaser acknowledges that the Minimum Shares and the
Standby Shares have not been registered under the Securities Act or
the securities laws of any state and, therefore, cannot be resold
unless they are registered under the Securities Act and any applicable
state securities laws or an exemption from registration is available
thereunder; provided that nothing in this clause (xi) shall affect the
Purchaser's rights under Section 6 hereof.
(xii) By reason of the Purchaser's knowledge and experience
in financial and business matters in general, and investments in
particular, or by reason of a pre-existing business or personal
relationship with the Company, the Purchaser is able to evaluate the
merits and risks of investment in the Minimum Shares and the Standby
Shares and has the capacity to protect its own interests in connection
with the purchase of the Minimum Shares and the Standby Shares. The
Purchaser is able to bear the economic risk of an investment in the
Minimum Shares and the Standby Shares, including, without limitation,
the risk of losing all of the Purchaser's investment in such shares.
At no time was the Purchaser presented with or solicited by any
leaflet, public or promotional meeting, newspaper or magazine article,
radio or television announcement or any other form of general
advertising relating to the Minimum Shares or the Standby Shares.
(xiii) The Purchaser acknowledges that the Minimum Shares and
the Standby Shares, if any, purchased hereunder will bear a legend in
substantially the following form:
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THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
APPLICABLE STATE SECURITIES LAWS. NEITHER THE SHARES NOR ANY INTEREST
THEREIN MAY BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF IN
THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID
ACT AND ANY SUCH LAWS APPLICABLE THERETO AND THE RULES AND REGULATIONS
THEREUNDER.
6. REGISTRATION AND RESALE.
(a) The Company hereby covenants and agrees with the Purchaser that
the Company shall, at its expense, file under the Securities Act, no later
than 120 days after the Closing Date, a "shelf" registration statement
providing for the registration of, and the sale on a continuous or delayed
basis by the Purchaser or the Purchaser's clients, as the case may be, and
any transferee of, all of the Minimum Shares and the Standby Shares issued
and sold to the Purchaser or such clients hereunder, pursuant to Rule 415 or
any similar rule that may be adopted by the SEC; PROVIDED, HOWEVER, that the
Purchaser (or any transferee) shall not be entitled to be named as a selling
securityholder in such registration statement or to use the prospectus
forming a part thereof for resales of the Minimum Shares and the Standby
Shares unless such person has returned a completed and signed notice and
questionnaire (a "Notice and Questionnaire") to the Company sufficient to
permit the Company to comply with the Securities Act and the regulations
thereunder. Notwithstanding the foregoing, if on or after such date and
prior to the filing of such registration statement (i) the Board of
Directors of the Company, in its reasonable judgment and in good faith,
resolves that (a) the filing of a registration statement or a sale of
shares of Common Stock pursuant thereto would materially interfere with
any significant acquisition, corporate reorganization or other similar
transaction involving the Company or (b) the filing of a registration
statement or the sale of shares of Common Stock pursuant thereto would
require disclosure of material information that the Company has a bona fide
business purpose for preserving as confidential and (ii) the Company gives
the Purchaser written notice of such determination, then the Company shall
be entitled to postpone for up to 90 days in the aggregate the
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filing or effectiveness of such registration statement; PROVIDED, HOWEVER,
that the Company shall not be entitled to postpone such effectiveness more
than three times. The Company shall use its reasonable best efforts (i) to
keep the registration statement effective in order to permit the prospectus
forming a part thereof to be usable by the Purchaser (or any transferee) for
resales of registrable securities for a period of two years from the Closing
Date or such shorter period that will terminate when either (A) there are
no registrable securities outstanding or (B) Rule 144(k) promulgated under
the Securities Act is amended to permit resales without registration and
(ii) promptly after the request of the Purchaser or any transferee if such
person is not then named in the registration statement, to take any action
reasonably necessary to enable such person to use the prospectus forming a
part thereof for resales of the relevant Common Stock; PROVIDED, HOWEVER,
that nothing shall relieve the Purchaser or any transferee of the obligation
to return a completed and signed Notice and Questionnaire.
(b) Upon the registration of the Common Stock as provided
hereunder, the indemnification and contribution arrangements set forth in
Exhibit 2 hereto shall apply.
(c) The Company agrees to file reports sufficient to meet the
current public information requirements of Rule 144(c) promulgated under the
Securities Act for a period of four years from the Closing Date or such
shorter period that will terminate when there are no registrable securities
outstanding.
7. CLOSING CONDITIONS.
The respective obligations of the Purchaser and the Company to
consummate the purchase and sale of the Minimum Shares and the Standby
Shares, if any, offered by the Company to the Purchaser shall be subject, in
the discretion of the Company or the Purchaser, as the case may be, to the
condition that all representations and warranties and other statements of the
other party are, at and as of the Closing Time, true and correct in all
material respects and the condition that the other party shall have performed
all of its obligations hereunder theretofore to be performed in all material
respects.
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<PAGE>
8. TERMINATION.
(a) Either of the parties hereto may terminate this Agreement (i)
if the Acquisition (substantially in accordance with the Plan) and/or the
transactions contemplated hereby are not consummated by February 28, 1998
for any reason other than the default of the Purchaser under this Agreement
or (ii) in the event the Company is unable to obtain any required federal or
state approvals for the transactions contemplated hereby on conditions
reasonably satisfactory to it despite its reasonable efforts to obtain such
approvals. In addition, this Agreement shall terminate upon mutual consent
of the parties hereto.
(b) The Purchaser may terminate this Agreement under any
circumstances that would result in the Purchaser, individually or together
with any other person or entity, being required to register as a bank
holding company under federal law or regulations or to submit an application
or notice to acquire or retain control of a bank or bank holding company to
a federal bank regulatory authority.
(c) This Agreement shall terminate in the event that the Plan is
terminated in accordance with its terms.
(d) The Company and the Purchaser hereby agree that any termination
of this Agreement pursuant to Sections 8(a), 8(b) or 8(c) (other than
termination in the event of a breach of this Agreement by the Purchaser or
the Company or misrepresentation of any of the statements made herein by the
Purchaser or the Company) or the termination of the Plan for any reason
whatsoever by the Company shall be without liability of the Company or the
Purchaser.
(e) The Company and the Purchaser hereby agree that in the event of a
termination of this Agreement pursuant to Sections 8(a), 8(b) or 8(c) after
delivery of the Subscription Payment to the Escrow Agent, the Escrow Agent
shall return to the Purchaser the Subscription Payment made pursuant to this
Agreement by the Purchaser plus interest actually accrued on such
Subscription Payment.
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<PAGE>
9. FUTURE ACQUISITIONS AND DISPOSITIONS OF SHARES.
The Purchaser agrees that during the period beginning on the date
hereof and continuing until the Closing Date, it will not offer, sell,
contract to sell or otherwise dispose of, or bid for, purchase, contract to
purchase or otherwise acquire, any shares of Common Stock except in
accordance with applicable law, including the Securities Act and the rules
and regulations thereunder.
10. NOTICES.
All communications hereunder will be in writing and, if to the
Company, will be mailed, delivered or telecopied and confirmed to it at the
offices of the Company at 4100 Newport Place, Suite 900, Newport Beach,
California 92660 Attention: Julius G. Christensen, Facsimile: (714) 863-2336,
with a copy to Sullivan & Cromwell, 444 South Flower Street, 12th Floor, Los
Angeles, California 90071, Attention: Stanley F. Farrar, Facsimile: (213)
683-0457; and if to the Purchaser, will be mailed, delivered or telecopied
and confirmed to it at the offices of _____________________,
________________________________, Attention: ______________, Facsimile:
_______________.
11. BINDING EFFECT.
This Agreement shall be binding upon, and shall inure solely to the
benefit of, each of the parties hereto, and each of their respective heirs,
executors, administrators, successors and permitted assigns, and no other
person shall acquire or have any right under or by virtue of this Agreement.
Neither party may assign any of its rights or obligations hereunder to any
other person or entity without the prior written consent of the other party,
except that the Purchaser may assign its rights and obligations to its
discretionary clients on whose behalf it has executed this Agreement.
12. GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF CALIFORNIA IN EFFECT AT THE TIME OF THE
EXECUTION HEREOF.
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13. EXECUTION IN COUNTERPARTS.
This Agreement may be executed in any number of counterparts, each
of which counterparts when so executed and delivered shall be deemed to be an
original, but all such respective counterparts shall together constitute but
one and the same instrument.
14. ENTIRE AGREEMENT.
This Agreement constitutes the entire agreement of the parties with
respect to the subject matter hereof.
IN WITNESS WHEREOF, and intending to be legally bound thereby, each
of the Purchaser and Western Bancorp has signed or caused to be signed its
name, all as of the day and year first above written.
WESTERN BANCORP
By:
---------------------------------
Name:
Title:
---------------------
By:
---------------------------------
Name:
Title:
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S&C Draft December 8, 1997
EXHIBIT B
FILING AGREEMENT
FILING AGREEMENT (this "Agreement"), dated as of December 12, 1997,
among Castle Creek Capital Partners Fund-I, L.P., a Delaware limited
partnership (the "Partnership"); Castle Creek Capital, L.L.C., a Delaware
limited liability company and the sole general partner of the Partnership
(the "General Partner"); Eggemeyer Advisory Corp., a Delaware corporation and
the controlling member of the General Partner ("EAC"); and John M. Eggemeyer,
III, a California resident and the sole shareholder and President of EAC and
the President of the General Partner ("Eggemeyer").
WHEREAS, in accordance with Rule 13d-1(f) issued pursuant to the
Securities Exchange Act of 1934 (the "Exchange Act"), only one Schedule 13D
needs to be filed whenever two or more persons required to file such schedule
and any amendments thereto pursuant to Rule 13d-2 of the Exchange Act with
respect to the same securities, provided such persons meet certain conditions
set forth in such Rules, including an agreement in writing that such filing
and any amendments thereto is filed on their behalf; and
WHEREAS, the parties intend to file an amendment (the "Amendment")
to the Schedule 13D relating to the parties' beneficial ownership of common
stock, no par value of Western Bancorp (the "Common Stock"), dated September
30, 1997 (the "Castle Creek Schedule 13D").
NOW, THEREFORE, the parties hereto agree that the Castle Creek
Schedule 13D and any amendments thereto shall be filed on behalf of each of
the parties hereto.
IN WITNESS THEREOF, the undersigned have executed this Agreement as
of the date first above written.
CASTLE CREEK CAPITAL PARTNERS FUND-I, L.P.
By: Castle Creek Capital, L.L.C.
By: /s/ John M. Eggemeyer, III
---------------------------
Its President
Its General Partner
<PAGE>
CASTLE CREEK CAPITAL, L.L.C.
By: /s/ John M. Eggemeyer, III
---------------------------
Its President
EGGEMEYER ADVISORY CORP.
By: /s/ John M. Eggemeyer, III
---------------------------
Its President
/s/ John M. Eggemeyer, III
- --------------------------
John M. Eggemeyer, III
