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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
July 31, 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
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(Commission File Number) (IRS Employer Identification No.)
4100 Newport Place, 9th Floor
Newport Beach, California 92660
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(Address of Principal Executive Offices)(Zip Code)
(310) 477-2401
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(Registrant's Telephone Number, including Area Code)
30000 Town Center Drive
Laguna Niguel, California 92677
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(Former Name or Former Address, If Changed Since Last Report)
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Item 5. Other Events.
On July 31, 1997, Western Bancorp ("Western") announced the signing
of an Agreement and Plan of Merger, dated July 30, 1997, between Western,
Western Bank and Santa Monica Bank, pursuant to which Santa Monica Bank will
merge with and into Western Bank. A copy of the joint press release issued
by Western and Santa Monica Bank in connection with the announcement is
attached hereto as Exhibit 99.1 and is incorporated by reference in its
entirety.
On July 31, 1997, Western also announced that both the Board of
Governors of the Federal Reserve System and the California Commissioner of
Financial Institutions have approved the merger of SC Bancorp ("SCB") into
Western, and that upon the merger becoming effective each share of common
stock of SCB issued and outstanding at such time will be converted to the
right to receive 0.4556 shares of common stock of Western. A copy of the
joint press release issued by Western and SCB in connection with the
announcement is attached hereto as Exhibit 99.2 and is incorporated by
reference in its entirety.
Item 7. Financial Statements, Pro forma Financial Statements and Exhibits.
(c) Exhibits.
The following exhibits are filed with this Current Report on Form 8-K:
Exhibit
Number Description
99.1 Joint Press Release of Western and Santa Monica Bank, dated July 31, 1997.
99.2 Joint Press Release of Western and SC Bancorp, dated July 31, 1997.
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SIGNATURE
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: August 11, 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 Joint Press Release of Western Bancorp and Santa Monica Bank, dated
July 31, 1997.
99.2 Joint Press Release of Western Bancorp and SC Bancorp, dated
July 31, 1997.
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Exhibit 99.1
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PRESS RELEASE
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Western Bancorp (NASDAQ: WEBC) Santa Monica Bank (AMEX: SMO)
4100 Newport Place, 9th Floor 1251 Fourth Street
Newport Beach, CA 92660 Santa Monica, CA 90401
Contact: Matthew P. Wagner Contact: Aubrey L. Austin
President President and
Chief Executive Officer
Phone: 310/477-2401 Phone: 310/917-6200
FAX: 310/477-8611 Fax: 310/917-6573
Contact: Arnold C. Hahn
Executive Vice President
Phone: 714/863-2351
FAX: 714/863-2336
FOR IMMEDIATE RELEASE
JULY 31, 1997
WESTERN BANCORP AND SANTA MONICA BANK ANNOUNCE PLAN TO MERGE, THEREBY
CREATING THE 8TH LARGEST PUBLICLY-OWNED BANKING COMPANY BASED IN CALIFORNIA.
Western Bancorp and Santa Monica Bank jointly announced that they have signed
a definitive agreement to merge, subject to approval by banking regulators
and the shareholders of both companies. Under the terms of the agreement,
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 for each share of Santa Monica common stock. In
the event that shareholders owning more than 50% of Santa Monica common stock
elect the stock alternative, they will each receive their pro rate share of
the stock and cash available for distribution. Should fewer than 40% of the
outstanding shares elect to receive stock, then all shareholders, regardless
of their election, will receive $28 per share in cash at closing.
Under the terms of the definitive agreement, Santa Monica Bank and Western
Bank, a wholly owned subsidiary of Western Bancorp, will merge to form a $1.1
billion bank 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 Hill, Malibu, Encino,
Westwood and Marina del Rey. Upon completion of the merger, Western Bancorp
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Exhibit 99.1
will have two subsidiary banks: Santa Monica Bank and National Bank of
Southern California. National Bank will, prior to year-end 1997, merge into
Southern California Bank following the completion of Western's previously
announced acquisition of its parent, SC Bancorp, which is expected to be
completed in October.
Hugh S. Smith, Chairman of the Board and Chief Executive Officer of Western
Bancorp, commented, "the combination with Santa Monica Bank is a continuation
of Western's evolution as the premier community bank in California. The
additional presence provided by Santa Monica's eight large, well-located
branches coupled with their very successful trust business will be important
additions to Western's delivery platform and product mix."
In commenting on the merger, Aubrey L. Austin, President and CEO of Santa
Monica Bank, said, "we believe that today's announcement is important for
both shareholders and our customers. Our shareholders are receiving an
attractive price for their shares and for those who elect to receive Western
stock the opportunity to participate in the continued growth of the combined
companies. As for our customers, our shared vision of relationship banking
was a vital element in our decision to merger with Western. We believe that
there is an increasing segment of the market that understands and appreciates
a more individualized approach to banking. As such, we expect to continue the
high level of personalized attention that our customers have come to expect,
but with the added convenience and product capability that comes from our
increased size."
Matthew Wagner, President of Western Bancorp, in commenting on the merger
stated that, "based upon our working relationship with Santa Monica Bank and
its management we expect to complete the merger without a loss of the momentum
that both banks currently enjoy. Although improved operating efficiency is an
element of every merger, our primary focus is our customers. Our future is
based upon our ability to serve their needs. In so doing, revenue will grow
and operating efficiency will naturally improve."
Upon completion of the merger Aubrey L. Austin will become Chairman,
President and CEO of the merged Santa Monica Bank, and a director of Western
Bancorp. Hugh S. Smith, Chairman of the Board of Western Bancorp, Matthew P.
Wagner, President of Western Bancorp and Mark Stuenkel, President of National
Bank of Southern California, will continue in those capacities.
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 counties.
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Exhibit 99.2
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PRESS RELEASE
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Western Bancorp (NASDAQ: WEBC) SC Bancorp (AMEX: SCK)
4100 Newport Place, Suite 900 3800 East La Palma Avenue
Newport Beach, California 92660 Anaheim, CA 92807-1798
Contact: Arnold C. Hahn Contact: Bruce W. Roat
Executive Vice President Executive Vice President
& Chief Financial Officer & Chief Financial Officer
Phone: 714-863-2351 Phone: 714-228-8200
Fax: 714-863-2336 Fax: 714-228-8132
FOR IMMEDIATE RELEASE
WESTERN BANCORP AND SC BANCORP ANNOUNCE REGULATORY APPROVAL AND SETTING OF
THE EXCHANGE RATIO FOR MERGER.
July 31, 1997
Western Bancorp ("Western") and SC Bancorp ("SCB") jointly announced today
that both the Board of Governors of the Federal Reserve System ("FRB") (as of
July 29, 1997) and the California Commissioner of Financial Institutions (as
of July 28, 1997) have approved the merger of SCB into Western. Upon the
merger becoming effective, each share of common stock of SCB issued and
outstanding at such time will be converted to the right to receive 0.4556
shares of common stock of Western (the "Exchange Ratio"). The Exchange Ratio
was established by dividing $14.25 by $31.28, which is the volume weighted
average sales price per share of Western's common stock for the 20
consecutive trading days immediately preceeding receipt of approval from the
FRB.
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