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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
December 23, 1997
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Date of Report (Date of Earliest Event Reported)
WESTERN BANCORP
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(Exact Name of Registrant As Specified In Its Charter)
CALIFORNIA
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(State or Other Jurisdiction of Incorporation)
0-13551 95-3863296
(Commission File Number) (IRS Employer Identification No.)
4100 Newport Place, Suite 900
Newport Beach, California 92660
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(Address of Principal Executive Offices)(Zip Code)
(714) 863-2300
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(Registrant's Telephone Number, including Area Code)
Not Applicable
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(Former Name or Former Address, If Changed Since Last Report)
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ITEM 5. OTHER EVENTS
On December 23, 1997, the shareholders of Western Bancorp (the "Company")
approved the merger of Santa Monica Bank into a subsidiary of the Company. A
copy of the press release issued by the Company in connection therewith is
attached hereto as Exhibit 99.1 and is incorporated herein in its entirety by
this reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
The following exhibit is filed with this Current Report on Form 8-K:
Exhibit
Number Description
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99.1 Press Release of Western Bancorp, dated December 24, 1997
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 hereunder duly authorized.
Dated: December 24, 1997
WESTERN BANCORP
By: /s/Arnold C. Hahn
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Name: Arnold C. Hahn
Title: Executive Vice President and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit
Number Description
99.1 Press Release of Western Bancorp, dated December 23, 1997
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EXHIBIT 99.1
[LOGO]
WESTERN BANCORP
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PRESS RELEASE
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Western Bancorp (NASDAQ: WEBC)
4100 Newport Place, Suite 900
Newport Beach, California 92660
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Contacts: Matthew P. Wagner Arnold C. Hahn Aubrey L. Austin
President and Chief Financial Officer President and
Chief Executive Officer Chief Executive Officer
Santa Monica Bank
Phone: 310/477-2401 714/863-2351 310/917-6200
FAX: 310/231-0321 714/757-5844 310/917-6573
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FOR IMMEDIATE RELEASE . . . WESTERN BANCORP ANNOUNCES APPOINTMENT OF MATTHEW P.
WAGNER AS CHIEF EXECUTIVE OFFICER, DECLARATION OF ITS REGULAR QUARTERLY DIVIDEND
AND SHAREHOLDER AND REGULATORY APPROVALS OF THE SANTA MONICA ACQUISITION
December 24, 1997
Newport Beach, California . . . Western Bancorp today announced that the
Board of Directors has appointed Matthew P. Wagner, currently President of
the Company, to the additional post of Chief Executive Officer. He succeeds
Hugh S. Smith, Jr. who will remain as Chairman.
The Board of Directors also approved the declaration of a quarterly dividend
of $0.15 per common share payable on March 27, 1998, to shareholders of
record on February 27, 1998. Matthew P. Wagner, President and Chief
Executive Officer, stated: "The payment of this quarterly dividend for
Western demonstrates our confidence in the future performance and earnings
power of the Company." Current shareholders of Santa Monica (AMEX: SMO) that
receive Western Bancorp common stock in the merger described below will also
receive this dividend.
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Western Bancorp and Santa Monica Bank also jointly announced that the
shareholders of each company and the appropriate regulatory agencies have
approved the merger of Western Bank and Santa Monica Bank. Under the terms
of the Amended and Restated Agreement and Plan of Merger, dated as of
November 20, 1997 (the "Agreement"), by and among Western Bancorp, Western
Bank and Santa Monica Bank, each shareholder of Santa Monica will have the
right to elect to receive, with certain limitations, either $28 per share in
cash or .875 shares of Western Bancorp common stock (the "Stock Alternative")
for each share of Santa Monica Bank common stock. In the event that
shareholders owning more than 50% of Santa Monica Bank common stock elect the
Stock Alternative, each holder electing the Stock Alternative will receive
its pro rata share of the stock and cash. Should fewer than 40% of the
outstanding shares elect the Stock Alternative, then all shareholders,
regardless of their election, will receive $28 per share in cash at closing.
Election forms have been mailed to the shareholders of Santa Monica Bank.
The election forms must be received by January 21, 1998. The closing should
occur within a few days after that date.
Under the terms of the Agreement, Santa Monica Bank and Western Bank will
merge to form a bank with approximately $1.1 billion in assets, operating on
the west side of Los Angeles. That bank will operate under the name of Santa
Monica Bank with branches serving the communities of Santa Monica, Century
City, Beverly Hills, Malibu, Encino, Westwood and Marina del Rey. Aubrey L.
Austin will become Chairman, President and CEO of the merged Santa Monica
Bank, and a director of Western Bancorp.
Upon completion of the merger, Western Bancorp will have two wholly owned
subsidiary banks: Santa Monica Bank and Southern California Bank. National
Bank of Southern California merged into Southern California Bank on December
15, 1997.
Upon the expected completion of the merger in January 1998, Western Bancorp
will have assets of roughly $2.1 billion and operate from 34 branches in
Orange and Los Angeles and San Diego counties.
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