<PAGE>
As filed with the Securities and Exchange Commission on January 12, 1999
Registration No. ___________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
----------------
WESTERN BANCORP
(Exact name of registrant as specified in its charter)
CALIFORNIA 95-3863296
(State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification number)
4100 NEWPORT PLACE, SUITE 900, NEWPORT BEACH, CALIFORNIA 92660
(Address of Principal Executive Offices)(Zip Code)
WESTERN BANCORP 1993 STOCK OPTION PLAN (AS AMENDED)
(Full title of the Plan)
JULIUS G. CHRISTENSEN COPY TO:
Executive Vice President, KEN IKARI, ESQ.
General Counsel and Secretary Irell & Manella LLP
Western Bancorp 333 S. Hope Street, Suite 3300
4100 Newport Place, Suite 900 Los Angeles, CA 90071
Newport Beach, California 92660 (213) 620-1555
(949) 863-2459
(Name, address including zip code and telephone number, including
area code, of registrants' agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum Amount of
Title of Amount to be Offering Price Per Aggregate Offering Registration
Securities to be Registered Registered Share (1) Price (1) Fee
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Stock, no par value 1,000,000 shares $31.875 $31,875,000 $8,862
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Pursuant to Rule 457(c) and Rule 457(h) under the Securities Act of
1933, as amended, the registration fee is based on the closing market
price of shares of Common Stock, no par value, of Western Bancorp on
January 8, 1999 as reported by NASDAQ National Market -Registered
Trademark-.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Plan Annual Information.*
*INFORMATION REQUIRED BY PART I OF FORM S-8. The document(s) setting forth the
information specified in Part I of this Form S-8 will be sent or given to
participants in the Option Plan as specified by Rule 428(b)(1) of the Securities
Act of 1933, as amended (the "Securities Act"). These documents and the
documents incorporated by reference into this Form S-8 pursuant to Item 3 of
Part II of this Registration Statement, taken together, constitute a prospectus
that meets the requirements of Section 10(a) of the Securities Act and are on
file at the Registrant's principal executive offices and available without
charge, upon written or oral request to Julius G. Christensen, Executive Vice
President, General Counsel and Secretary, Western Bancorp, 4100 Newport Place,
Suite 900, Newport Beach, California 92660. Telephone requests may be directed
to Julius G. Christensen at (949) 863-2459.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed in (a) through (e) below are incorporated by reference
in this Registration Statement. In addition, all documents subsequently filed
by Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a
post-effective amendment that indicates that all securities offered have been
sold or that deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be part
hereof from the date of filing of such documents:
(a) the Company's Annual Report, on Form 10-K as of and for the year
ended December 31, 1997;
(b) the Company's Quarterly Reports on Form 10-Q as of and for the
quarters ended March 31, 1998, June 30, 1998 and September 30, 1998.
(c) the Company's definitive Proxy Statement dated April 1, 1998, with
respect to its Annual Meeting of Stockholders held on April 30, 1998;
(d) the Company's Current Reports on Form 8-K filed February 11, 1998,
May 1, 1998, June 18, 1998, June 26, 1998, August 6, 1998, August 7,
1998, September 11, 1998, October 5, 1998, October 21, 1998,
November 6, 1998, November 13, 1998, November 30, 1998 and
December 24, 1998 and on Form 8-K/A dated April 9, 1998; and
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(e) the description of the Company's Common Stock contained in the
Company's Registration Statement on Form 10 (File No. 2-885442).
Any statement contained herein or in a document incorporated or deemed to
be incorporated herein by reference shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act which also is incorporated or
deemed to be incorporated herein by reference modifies or supersedes such prior
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.
Item 4. Description of Securities.
As of December 31, 1998, the authorized capital stock of the Company as
of the date hereof consists of 100,000,000 shares of common stock, no par
value, of which 20,858,512 shares are issued and outstanding and
5,000,000 shares of serial preferred stock, no par value, none of which are
outstanding. Holders of shares of common stock of the Company are entitled
to one vote for each share of record on all matters voted upon by
shareholders of the Company, except that in connection with the election of
directors, the shares may be voted cumulatively if notice of the intention to
do so is given by a shareholder to the Company. Shares of common stock of the
Company are not subject to redemption, conversion or sinking fund provisions.
In the event of a liquidation, dissolution or winding up of the Company,
holders of common stock are entitled to share ratably in all assets remaining
after payment of liabilities and liquidation preferences of any outstanding
shares of preferred stock of the Company. Holders of common stock have no
preemptive, subscription, redemption or conversion rights with respect to
such shares. Holders of common stock are entitled to receive such dividends
as may be declared by the Board of Directors out of funds legally available
therefor under the laws of the State of California, subject to the rights of
holders of any preferred stock of the Company that may be issued after the
date hereof. The outstanding shares of common stock are duly authorized,
validly issued, fully paid and nonassessable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 317 of the California General Corporation Law (the "CGCL")
authorizes a court to award, or a corporation's Board of Directors to grant,
indemnity to directors, officers and employees in terms sufficiently broad to
permit such indemnification under certain circumstances for liabilities
(including reimbursement for expenses incurred) arising under the Securities
Act. Article Five of Western Bancorp's restated articles of incorporation
provides for elimination of liability for monetary damages of its directors, and
Article Six of Western Bancorp's restated articles of incorporation and Article
VI of Western Bancorp's bylaws provide for indemnification of its directors,
officers, employees and other agents to the fullest extent permitted by the
CGCL. Insofar as indemnification for liabilities arising
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<PAGE>
under the Securities Act may be permitted to directors, officers and
controlling persons of Western Bancorp pursuant to the foregoing provisions,
or otherwise, Western Bancorp has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
5.1 Opinion of Julius G. Christensen as to the legality of the
securities being registered
10.4 Western Bancorp 1993 Stock Option Plan (as amended) (incorporated by
reference to Exhibit A to the Company's Proxy Statement dated April 1, 1998)
23.1 Consent of KPMG LLP
23.2 Consent of KPMG LLP
23.3 Consent of Julius G. Christensen (included in Exhibit 5.1)
23.4 Consent of Deloitte & Touche LLP
23.5 Consent of Deloitte & Touche LLP
23.6 Consent of Deloitte & Touche LLP
23.7 Consent of Vavrinek, Trine, Day & Co., LLP
23.8 Consent of Vavrinek, Trine, Day & Co., LLP
23.9 Consent of Arthur Andersen LLP
24 Powers of Attorney (included on signature page of this Registration
Statement)
Item 9. Undertakings.
a. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) to reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or
the most recent post-
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<PAGE>
effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information
set forth in this Registration Statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would
not exceed that which was registered) and any deviation from
the low or high and of the estimated maximum offering range
may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent
change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
registration statement;
(iii) to include any material information with respect to the plan
of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by
Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
b. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
c. Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions or otherwise, the
Registrant has been advised that in the opinion of the Securities and
Exchange Commission, such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In
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<PAGE>
the event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or paid
by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such
issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing this Registration Statement on Form S-8 and has duly
caused this Registration Statement on Form S-8 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Newport Beach, State of
California, on January 8, 1999.
WESTERN BANCORP
By: /s/ Arnold C. Hahn
----------------------------------
Arnold C. Hahn
Executive Vice President and Chief
Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby authorizes and appoints each of Arnold C. Hahn and Julius G.
Christensen, his true and lawful attorney-in-fact and agent, each acting alone,
with full power of substitution for him and in his name, place and stead, in any
and all capacities, to sign and to file with the Commission any and all
amendments (including without limitation post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits thereto and
other documents in connection therewith, granting unto said attorney-in-fact and
agent, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorney-in-fact and agent, or any of them, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
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<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Matthew P. Wagner
- ------------------------
Matthew P. Wagner Director, President and Chief January 8, 1999
Executive Officer (Principal
Executive Officer)
/s/ Arnold C. Hahn
- ------------------------
Arnold C. Hahn Executive Vice President January 8, 1999
and Chief Financial Officer
(Principal Accounting
Officer)
/s/ Hugh S. Smith, Jr.
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Hugh S. Smith, Jr. Director and Chairman of the January 8, 1999
Board
/s/ Adriana M. Boeka
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Adriana M. Boeka Director January 8, 1999
/s/ Rice E. Brown
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Rice E. Brown Director January 8, 1999
/s/ John M. Eggemeyer
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John M. Eggemeyer Director January 7, 1999
/s/ William C. Greenback
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William C. Greenbeck Director January 8, 1999
/s/ Robert L. McKay
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Robert L. McKay Director January 11, 1999
/s/ Dale E. Walter
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Dale E. Walter Director January 8, 1999
</TABLE>
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EXHIBIT INDEX
5.1 Opinion of Julius G. Christensen as to the legality of the securities
being registered
10.4 Western Bancorp 1993 Stock Option Plan (as amended) (incorporated by
reference to Exhibit A to the Company's Proxy Statement dated April 1, 1998)
23.1 Consent of KPMG LLP
23.2 Consent of KPMG LLP
23.3 Consent of Julius G. Christensen (included in Exhibit 5.1)
23.4 Consent of Deloitte & Touche LLP
23.5 Consent of Deloitte & Touche LLP
23.6 Consent of Deloitte & Touche LLP
23.7 Consent of Vavrinek, Trine, Day & Co., LLP
23.8 Consent of Vavrinek, Trine, Day & Co., LLP
23.9 Consent of Arthur Andersen LLP
24 Powers of Attorney (included on signature page of this Registration
Statement)
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i<PAGE>
EXHIBIT 5.1
January 12, 1999
Western Bancorp
4100 Newport Place, Suite 900
Newport Beach, California 92660
Ladies and Gentlemen:
I have examined the Registration Statement on Form S-8 (the "Registration
Statement") to be filed by Western Bancorp, a California corporation (the
"Company") with the Securities and Exchange Commission in connection with the
registration of 1,000,000 shares of common stock, without par value (the
"Shares"), of the Company, to be issued pursuant to the terms of the Western
Bancorp 1993 Stock Option Plan (as amended) (the "Plan"). As Executive Vice
President, General Counsel and Secretary to the Company, I have examined the
proceedings proposed to be taken in connection with the Plan and such other
matters and documents as I have deemed necessary or relevant as a basis for this
opinion.
Based on these examinations, it is my opinion that upon filing of the
Registration Statement and the completion of the proceedings being taken or
which I contemplate will be taken prior to the issuance of the Shares, the
Shares, when issued in the manner referred to in the Registration Statement and
the Plan, will be duly authorized, validly issued, fully paid and
nonnassessable.
The foregoing opinion is limited to the Federal laws of the United States
and the laws of the State of California, and I am expressing no opinion as to
the effect of the laws of any other jurisdiction.
I have relied as to certain matters on information obtained from public
officials and other sources believed by me to be responsible.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, I do not thereby admit that I
am in the category of persons whose consent is required under Section 7 of the
Securities Act.
Very truly yours,
/s/ Julius G. Christensen
Julius G. Christensen,
Executive Vice President,
General Counsel and Secretary
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Western Bancorp:
We consent to the incorporation by reference in Western Bancorp's
registration statement on Form S-8 regarding the Western Bancorp 1993 Stock
Option Plan of our report dated January 30, 1998, relating to the
consolidated balance sheets of Western Bancorp as of December 31, 1997 and
1996 and the related consolidated statements of operations, changes in
shareholders' equity and cash flows for each of the years in the two-year
period ended December 31, 1997 which report appears in the December 31, 1997,
annual report on Form 10-K of Western Bancorp. Our report, dated January 30,
1998, contains explanatory paragraphs indicating that: (i) We did not audit
the 1996 consolidated financial statements of California Commercial
Bankshares. Those statements were audited by other auditors whose report has
been furnished to us, and our opinion, insofar as it relates to the amounts
included for California Commercial Bankshares in the 1996 consolidated
financial statements of Western Bancorp, is based on the report of the other
auditors; (ii) We did not audit the 1996 consolidated financial statements
of SC Bancorp. Those statements were audited by other auditors whose report
has been furnished to us, and our opinion, insofar as it relates to the
amounts included for SC Bancorp in the 1996 consolidated financial statements
of Western Bancorp, is based on the report of the other auditors; (iii) The
consolidated statements of operations, changes in shareholders' equity and
cash flows of Western Bancorp (formerly Monarch Bancorp) for the year ended
December 31, 1995, prior to their restatement for the 1997
pooling-of-interests transactions described in Notes 1 and 2 of notes to the
consolidated financial statements, were audited by other auditors; (iv)
Separate consolidated financial statements of California Commercial
Bankshares also included in the 1995 consolidated financial statements of SC
were audited by other auditors; (v) Separate consolidated financial
statements of SC Bancorp also included in the 1995 consolidated financial
statements were audited by other auditors; and (vi) We also audited the
combination of the consolidated statements of operations, changes in
shareholders' equity and cash flows for the year ended December 31, 1995,
after restatement for the 1997 pooling-of-interests transactions.
/s/ KPMG LLP
KPMG LLP
Los Angeles, California
January 8, 1999
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EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Western Bancorp:
We consent to the incorporation by reference in Western Bancorp's
registration statement on Form S-8 regarding the Western Bancorp 1993 Stock
Option Plan of our report dated October 23, 1998, with respect to the
supplemental consolidated financial statements of Western Bancorp as of
December 31, 1997 and 1996, and the related supplemental consolidated
statements of operations, changes in shareholders' equity and cash flows for
each of the years in the three year period ended December 31, 1997, which
report appears in the current report on Form 8-K of Western Bancorp dated
November 13, 1998. Our report, dated October 23, 1998, indicates that: (i)
KPMG LLP did not audit the 1996 consolidated financial statements of either
California commercial Bankshares or SC Bancorp, both of which were acquired
during 1997 in mergers accounted for as poolings-of-interests. Such
financial statements were audited by other auditors whose reports were
furnished to KPMG LLP, and KPMG LLP's opinion, insofar as it relates to
California Commercial Bankshares and SC Bancorp, is based solely on the
reports of the other auditors; (ii) We did not audit either the 1996 or 1997
financial statements of Bank of Los Angeles which was acquired during 1998 in
a merger accounted for as a poolings-of-interests. Such financial statements
were audited by other auditors whose reports were furnished to KPMG LLP, and
KPMG LLP's opinion, insofar as it relates to Bank of Los Angeles, is based
solely on the reports of the other auditor; (iii) The 1995 consolidated
statements of operations, changes in shareholders' equity, and cash flows of
Western Bancorp, prior to their restatement for the 1997 and 1998
poolings-of-interests, were audited by other auditors; (iv) The separate
1995 consolidated financial statements of California Commercial Bankshares,
SC Bancorp, and Bank of Los Angeles included in the 1995 supplemental
consolidated financial statements of the Company were audited by other
auditors; (v) The supplemental consolidated financial statements give
retroactive effect to the acquisition of Bank of Los Angeles on October 23,
1998, which has been accounted for as a pooling-of-interest. Generally
accepted accounting principles proscribe giving effect to a consummated
business combination accounted for by the pooling-of-interests method in
financial statements that do not include the date of consummation. The
supplemental consolidated financial statement do not extend through the date
of consummation. However, they will become the historical consolidated
financial statements of Western Bancorp after financial statements covering
the date of consummation of the business combination with Bank of Los Angeles
are issued; and (vi) The combination of the supplemental consolidated
statements of operations, changes in shareholders' equity and cash flows for
the year ended December 31, 1995, after restatement for the 1997 and 1998
poolings-of-interest, has been audited by KPMG LLP.
/s/ KPMG LLP
KPMG LLP
Los Angeles, California
January 8, 1999
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<PAGE>
EXHIBIT 23.4
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Western Bancorp on Form S-8 of our report, dated January 19, 1996,
on the statements of operations, changes in shareholders' equity and cash flows
of Santa Monica Bank for the year ended December 31, 1995, incorporated by
reference in the Current Report on Form 8-K/A dated April 9, 1998, of Western
Bancorp.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
January 11, 1999
Los Angeles, California
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<PAGE>
EXHIBIT 23.5
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Western Bancorp on Form S-8 of our report, dated January 24, 1997, on the
consolidated balance sheet of SC Bancorp and its subsidiary as of December 31,
1996, and the related consolidated statements of operations, changes in
shareholders' equity and cash flows for each of the two years in the period
ended December 31, 1996, appearing in and incorporated by reference in the
Annual Report on Form 10-K of Western Bancorp for the year ended December 31,
1997.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
January 11, 1999
Los Angeles, California
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<PAGE>
EXHIBIT 23.6
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Western Bancorp on Form S-8 of our report, dated January 24, 1997
(March 17, 1997 as to Notes 7 and 13), on the consolidated balance sheet of
California Commercial Bankshares and subsidiaries as of December 31, 1996, and
the related consolidated statements of operations, changes in shareholders'
equity and cash flows for each of the two years in the period ended December 31,
1996, appearing in and incorporated by reference in the Annual Report on
Form 10-K of Western Bancorp for the year ended December 31, 1997.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
January 11, 1999
Los Angeles, California
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<PAGE>
EXHIBIT 23.7
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the inclusion of our Independent Auditor's Report dated
January 23, 1998 regarding the balance sheets of Bank of Los Angeles as of
December 31, 1997 and 1996 and the related statements of operations, changes in
shareholder's equity and cash flows for each of the three years in the period
ending December 31, 1997, in the Form 10-K filed by Western Bancorp with the
Securities and Exchange Commission, and incorporated by reference in their Form
S-8, and the reference to our firm as experts.
/s/ Vavrinek, Trine, Day & Co., LLP
VAVRINEK, TRINE, DAY & CO., LLP
Rancho Cucamonga, California
January 11, 1999
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<PAGE>
EXHIBIT 23.8
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent, as successor accountants of Dayton & Associates (said firm
being merged with and into Vavrinek, Trine, Day & Co., LLP on September 1, 1996)
to the incorporation by reference of their Independent Auditor's Report dated
February 29, 1996 regarding the consolidated balance sheets of Monarch Bancorp
and Subsidiaries as of December 31, 1995 and December 31, 1994, and the related
statements of operations, changes in capital, and cash flows for each of the two
years in the period ended December 31, 1995, in the Form 10-K of Western Bancorp
filed with the Securities and Exchange Commission, which is to be incorporated
by reference in the Form S-8 and the reference to our firm as experts.
/s/ Vavrinek, Trine, Day & Co., LLP
VAVRINEK, TRINE, DAY & CO., LLP
Laguna Hills, California
January 11, 1999
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EXHIBIT 23.9
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of our Report of Independent Public
Accounts dated January 21, 1998 on the financial statements of Santa Monica Bank
as of and for the years ended December 31, 1997 and 1996 included in the Form
8-K/A of Western Bancorp dated April 9, 1998 and to all references to our Firm
included in this Registration Statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Los Angeles, California
January 11, 1999
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