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UNITED STATES
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
NOVEMBER 25, 1998
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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)
(949) 863-2444
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(Registrant's Telephone Number, including Area Code)
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Item 5. Other Events.
On November 25, 1998, Western Bancorp ("Western") announced that the Board
of Directors had approved the declaration of a quarterly dividend of $0.225 per
share of common stock payable on December 24, 1998 to shareholders of record on
December 4, 1998. A copy of a Press Release issued by Western in connection
with the announcement is attached hereto as Exhibit 99.1 and is incorporated
herein by this reference in its entirety.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
The following exhibit is filed with this Current Report on Form 8-K:
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Exhibit
Number Description
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<S> <C>
99.1 Press Release of Western dated November 25, 1998.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Dated: November 27, 1998
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
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<CAPTION>
Exhibit
Number Description
<S> <C>
99.1 Press Release of Western Bancorp dated November 25, 1998
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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
Contacts: Matthew P. Wagner Arnold C. Hahn
President and Chief Financial Officer
Chief Executive Officer
Phone: 310/477-2402 X 134 949/863-2351
FAX: 310/231-0321 949/757-5844
FOR IMMEDIATE RELEASE . . . WESTERN BANCORP ANNOUNCES A 50% INCREASE IN ITS
REGULAR QUARTERLY DIVIDEND
November 25, 1998
Newport Beach, California . . . Western Bancorp ("Western") today announced that
the Board of Directors has approved the declaration of a quarterly dividend of
$0.225 per common share payable on December 24, 1998 to shareholders of record
on December 4, 1998. This is the fifth quarterly dividend for Western and is a
fifty percent increase over the previous quarterly dividends. Matthew P.
Wagner, President and Chief Executive Officer, stated that "the increased
dividend reflects the significant increase in Western's profitability. So far
this year, the operating return on assets for Western has risen from 1.46% in
the fourth quarter of 1997 to 1.96% in the third quarter of this year. The
increased dividend still allows for Western to remain well capitalized to
support future growth."
Western serves its clients in Southern California through its two banking
subsidiaries: Southern California Bank and Santa Monica Bank. Southern
California Bank serves southern Los Angeles, Orange and San Diego Counties with
fifteen branches and with its specialized escrow services and asset based
lending. Santa Monica Bank serves its clients in Santa Monica, Malibu, Marina
del Rey, Beverly Hills, Century City, Westwood, West Hollywood, Culver City,
Glendale and Encino with sixteen branches and its specialized trust and
investment management services.
On October 23, 1998, Western Bancorp consummated the acquisition of Bank of Los
Angeles ("BKLA") through the merger of BKLA with and into Santa Monica Bank, a
wholly-owned subsidiary of Western. The acquisition has been accounted for as a
pooling-of-interests. As a result of this acquisition, approximately 2,214,500
shares of common stock of Western have been issued to holders of common stock of
BKLA. After giving effect to the acquisition of BKLA, Western had approximately
$2.3 billion in assets as of September 30, 1998. As a result of this
transaction, Santa Monica Bank added branches in Culver City, Glendale and West
Hollywood.
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On October 7, 1998 Western announce the signing of a definitive agreement to
acquire PNB Financial Group, Inc. ("PNB"). PNB operates through its subsidiary
Pacific National Bank ("Pacific"). As of September 30, 1998, PNB had $275
million in assets and three banking branches in Newport Beach, Orange and
Beverly Hills. Pacific is primarily focused in the areas of commercial banking,
including lending to small businesses, construction lending and issuing loans
insured by the Small Business Administration. In addition, PNB has a
residential mortgage origination business with offices in Irvine, Santa Ana,
Dublin and San Diego, California and an office in Phoenix, Arizona. Through the
first nine months of 1998, PNB has originated approximately $1.1 billion in
mortgage loans. PNB sells substantially all of its mortgage loans in the
secondary market with servicing released. It is the intention of Western to
merge Pacific into Southern California Bank, a wholly owned subsidiary of
Western.
FORWARD-LOOKING STATEMENTS
This press release includes forward-looking statements that involve inherent
risks and uncertainties. Western Bancorp cautions readers that a number of
important factors could cause actual results to differ materially from those in
the forward-looking statements. These factors include economic conditions and
competition in the geographic and business areas in which Western Bancorp and
its subsidiaries operate, inflation, fluctuations in interest rates, legislation
and governmental regulation and the progress of integrating Santa Monica Bank,
Western Bank, Southern California Bank, the Bank of Los Angeles and PNB
Financial Group, Inc.
