As filed with the Securities and Exchange Commission on January 12, 1999.
REGISTRATION NO. 333-______
- -------------------------------------------------------------------------------
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 of (I.R.S. Employer
incorporation or organization) Identification No.)
4100 NEWPORT PLACE, SUITE 900
NEWPORT BEACH, CALIFORNIA 92660
(Address of Principal Executive Offices)
------------------------------------
1995 INCENTIVE STOCK OPTION PLAN
(Full title of the plan)
------------------------------------
JULIUS G. CHRISTENSEN, ESQ. COPY TO:
EXECUTIVE VICE PRESIDENT, GENERAL STANLEY F. FARRAR, ESQ.
COUNSEL AND SECRETARY SULLIVAN & CROMWELL
WESTERN BANCORP 1888 CENTURY PARK EAST, SUITE 2100
4100 NEWPORT PLACE, SUITE 900 LOS ANGELES, CALIFORNIA 90067
NEWPORT BEACH, CALIFORNIA 92660 (310) 712-6600
(949) 863-2459
(Name, address and telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===================================================================================================================================
Proposed Proposed
Maximum Maximum Amount of
Amount to be Offering Price Aggregate Registration
Title of Securities to be Registered Registered Per Share(1) Offering Price(1) Fee
<S> <C> <C> <C> <C>
- ------------------------------------------------ --------------------- -------------------- -------------------- ---------------
Common Stock, no par value 242,335 shares $31.875 $7,724,429 $2,148
- -----------------------------------------------------------------------------------------------------------------------------------
<FN>
(1) Estimated solely for the purpose of calculating the registration fee and,
pursuant to Rules 457(c) and 457(h) under the Securities Act of 1933, as
amended, the offering price and registration fee are based upon the average of
the high and low prices of Western Bancorp common stock on January 8, 1999 as
reported by Nasdaq(R).
</FN>
</TABLE>
<PAGE>
PART I
INFORMATION REQUIRED IN THE
SECTION 10(A) PROSPECTUS
The documents containing the information specified in Part I (plan
information and registrant information) have been or will be sent or given to
participants in the 1995 Incentive Stock Option Plan as specified by Rule
428(b)(1). Such documents need not be filed with the Securities and Exchange
Commission either as part of this registration statement or as prospectuses or
prospectus supplements pursuant to Rule 424. These documents and the documents
incorporated by reference in this registration statement pursuant to Item 3 of
Part II of this form, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act of 1933.
-2-
<PAGE>
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents of Western Bancorp, a California corporation
(the "Company") previously filed with the Securities and Exchange Commission
(the "Commission") are incorporated herein by reference:
1. Annual Report on Form 10-K for the year ended December 31, 1997;
2. Quarterly Reports on Form 10-Q for the quarters ended March 31,
1998, June 30, 1998 and September 30, 1998; and
3. Current Reports on Form 8-K dated February 11, 1998, April 30, 1998,
June 18, 1998, June 26, 1998, August 6, 1998, August 7, 1998, September 11,
1998, September 29, 1998, October 6, 1998, November 6, 1998, November 12, 1998,
November 25, 1998 and December 24, 1998, and on Form 8-K/A dated April 9, 1998.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act") prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold shall be deemed to be incorporated by reference in the
registration statement and to be a part hereof from the date of filing of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES.
The authorized capital stock of the Company as of the date hereof
consists of 100,000,000 shares of common stock ("Common Stock"), of which
20,858,512 shares were issued and outstanding as of December 31, 1998 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 subject to notice may be voted cumulatively. Shares of Common Stock of
the Company are not subject to redemption, conversion or sinking fund
provisions. 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 registrant that may be issued after the
date hereof.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the shares of Common Stock registered hereby has been
passed upon for the Registrant by Julius G. Christensen. Julius G. Christensen
is the Executive Vice President, General Counsel and Secretary for Western
Bancorp.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 317 of the California General Corporation Law 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 of 1933
(the "Securities Act").
-3-
<PAGE>
Articles Five and Six of Western Bancorp's Restated Articles of Incorporation
and Article VI of Western Bancorp's By-Laws currently provide for
indemnification of its directors, officers, employees and other agents to the
fullest extent permitted by the California General Corporation Law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following are filed as exhibits to this registration statement:
5.1 Opinion of Julius G. Christensen, Esq. as to the validity of the
Common Stock.
10.1 1995 Incentive Stock Option Plan.
23.1 Consent of Julius G. Christensen, Esq. (contained in his opinion
filed as Exhibit 5.1).
23.2 Consent of KPMG LLP (Western 10-K).
23.3 Consent of KPMG LLP (Western 8-K).
23.4 Consent of Deloitte & Touche LLP (Santa Monica Bank).
23.5 Consent of Deloitte & Touche LLP (SC Bancorp).
23.6 Consent of Deloitte & Touche LLP (California Commercial
Bankshares).
23.7 Consent of Vavrinek, Trine, Day & Co. (Bank of Los Angeles).
23.8 Consent of Vavrinek, Trine, Day & Co. (Monarch Bancorp).
23.9 Consent of Arthur Andersen LLP (Santa Monica Bank).
24.1 Power 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 of the securities registered hereby, 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 the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in this registration statement; and
(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;
-4-
<PAGE>
provided, however, that the undertakings set forth in paragraphs (1)(i)
and (1)(ii) above do not apply if the information required to be
included in a post-effective amendment by those paragraphs is contained
in periodic reports filed by the 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 further undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at the 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 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 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.
-5-
<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 on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Newport Beach, California, on this 8th day of January, 1999.
WESTERN BANCORP
By: /s/ Arnold C. Hahn
--------------------------------
Arnold C. Hahn
Executive Vice President and
Chief Financial Officer
We, the undersigned officers and directors of Western Bancorp, do
hereby constitute and appoint Arnold C. Hahn and Julius G. Christensen, and each
of them, our true and lawful attorneys-in-fact and agents, each with full power
of substitution and resubstitution, for each of us and in each of our names,
places and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this registration statement, and to
file the same, with exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully to all intents and purposes as each of us might
or could do in person, hereby ratifying and confirming all that each of said
attorneys-in-fact and agents, or his/her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
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 dates indicated.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
--------- -------- ----
<S> <C> <C>
/s/ Hugh S. Smith, Jr.
- -------------------------- Chairman and Director January 8, 1999
Hugh S. Smith, Jr.
/s/ Matthew P. Wagner
- -------------------------- Chief Executive Officer, President
Matthew P. Wagner and Director January 8, 1999
/s/ Arnold C. Hahn
- -------------------------- Executive Vice President, Chief
Arnold C. Hahn Financial Officer and Director January 8, 1999
- -------------------------- Director January 8, 1999
Allen C. Barbieri
/s/Adriana M. Boeka
- -------------------------- Director January 8, 1999
Adriana M. Boeka
/s/ Rice E. Brown
- -------------------------- Director January 8, 1999
Rice E. Brown
-6-
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
/s/ John M. Eggemeyer
- -------------------------- Director January 8, 1999
John M. Eggemeyer
/s/ William C. Greenbeck
- -------------------------- Director January 8, 1999
William C. Greenbeck
- -------------------------- Director January 8, 1999
Mark H. Stuenkel
/s/ Dale E. Walter
- -------------------------- Director January 8, 1999
Dale E. Walter
/s/ Robert L. McKay
- -------------------------- Director January 8, 1999
Robert L. McKay
</TABLE>
-7-
<PAGE>
EXHIBIT INDEX
EXHIBITS DESCRIPTION AND METHOD OF FILING
- -------- --------------------------------
5.1 Opinion of Julius G. Christensen, Esq. as to the validity of the
Common Stock.
10.1 1995 Incentive Stock Option Plan.
23.1 Consent of Julius G. Christensen, Esq. (contained in his opinion
filed as Exhibit 5.1).
23.2 Consent of KPMG LLP (Western 10-K).
23.3 Consent of KPMG LLP (Western 8-K).
23.4 Consent of Deloitte & Touche LLP (Santa Monica Bank).
23.5 Consent of Deloitte & Touche LLP (SC Bancorp).
23.6 Consent of Deloitte & Touche LLP (California Commercial Bankshares).
23.7 Consent of Vavrinek, Trine, Day & Co. (Bank of Los Angeles).
23.8 Consent of Vavrinek, Trine, Day & Co. (Monarch Bancorp).
23.9 Consent of Arthur Andersen LLP (Santa Monica Bank).
24.1 Power of Attorney (included on signature page of this registration
statement).
-8-
Exhibit 5.1
[LETTERHEAD OF WESTERN BANCORP]
January 12, 1999
Western Bancorp,
4100 Newport Place, Suite 900,
Newport Beach, California 92660
Ladies and Gentlemen:
In connection with the registration under the Securities Act of 1933,
as amended (the "Act"), of 242,335 shares (the "Securities") of common stock,
without par value, of Western Bancorp, a California corporation (the "Company"),
I, as General Counsel of the Company, have examined such corporate records,
certificates and other documents, and such questions of law, as I have
considered necessary or appropriate for the purpose of this opinion. Upon the
basis of such examination, I advise you that, in my opinion, when the
registration statement on Form S-8 relating to the Securities (the "Registration
Statement") has become effective under the Act and the Securities have been duly
issued and sold as contemplated by the Registration Statement, the Securities
will be validly issued, fully paid and nonassessable.
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 Act.
Very truly yours,
/s/ Julius G. Christensen
----------------------------
Julius G. Christensen
Executive Vice President,
General Counsel and Secretary
Exhibit 10.1
PNB FINANCIAL GROUP
1995 INCENTIVE STOCK OPTION PLAN
1. Purpose of the Plan. This 1995 Incentive Stock Option Plan (the
"Plan") is intended to encourage ownership of the common stock of PNB Financial
Group, a California corporation (the "Company"), by key employees of the Company
and its subsidiary corporation ("Subsidiary"), as such term is defined in
Section 424(f) of the Internal Revenue Code of 1986, as amended (the "Internal
Revenue Code"), and to provide additional incentive for them to promote the
success and profitability of the Company and its Subsidiary.
2. Stock Subject to the Plan. There will be reserved for issuance upon
the exercise of options to be granted from time to time under the Plan
("Options") an aggregate of fifty thousand (50,000) shares of the common stock,
$.0 par value (the "Common Stock"), of the Company, which shares shall consist
of authorized but unissued shares of the Common Stock (the "Reserved Shares").
However, if an Option granted under this Plan is surrendered, or expires or
terminates for any reason, without having been exercised in full, the
unpurchased shares covered by the Option shall (unless the Plan shall have been
terminated) be added to the Reserved Shares otherwise available for Options
which may be granted in accordance with the terms of the Plan.
3. Administration of the Plan.
3.1 The Plan shall be administered by an Incentive Stock Option
Committee (the "Committee") appointed by the Board of Directors of the Company,
which shall consist of at least three (3) members all of whom shall be
disinterested persons. The term "disinterested person" means a person who is
not, at the time he exercises discretion in administering the Plan, eligible for
selection, and who has not at any time within one (1) year prior thereto
actually been selected, as a person to whom stock may be allocated or to whom
Options may be granted pursuant to the Plan or any other plan of the Company or
any of its affiliates entitling the participants therein to acquire stock, stock
options or stock appreciation rights of the Company or any of its affiliates.
3.2 Subject to the provisions of the Plan, the Committee shall have
plenary authority in its discretion: (i) to determine, except to the extent set
forth in Paragraph 4, the employees of the Company and its Subsidiary to whom
Options shall be granted, the number of shares to be covered by each of the
Options, and the time or times at which Options shall be granted; (ii) to
interpret the Plan; and (iii) to prescribe, amend, and rescind rules and
regulations relating to the Plan. The Board of Directors may from time to time
appoint members of the Committee in substitution for or in addition to members
previously appointed and may fill vacancies, however caused, in the Committee,
provided that all such substituted and/or additional members of the Committee
meet all of the requirements for a Committee member set forth above. The
Committee shall select one (1) of its members as its chairman and shall hold its
meetings at such times and places as it shall deem advisable. A majority of its
members shall constitute a quorum. Any action of the Committee taken by a
written instrument signed by a majority of the members shall be as effective as
if it had been taken by a vote of a majority of the members at a meeting duly
called and held. The Committee shall keep minutes of its meetings, and shall
make such rules and regulations for the conduct of its business as it shall deem
advisable. No member of the Committee shall be liable for any action or
determination taken or made in good faith with respect to the Plan or any Option
granted thereunder.
4. Participants.
4.1 Participants under the Plan shall be selected by the Committee
from among the full time key employees of the Company or its Subsidiary, who may
also be officers and directors of the Company or its Subsidiary, to accomplish
the stated purpose of this Plan.
<PAGE>
4.2 In no event shall an Option be granted to any person who,
immediately after such Option is granted, owns as defined in Sections 422 and
424 of the Internal Revenue Code stock possessing more than ten percent (10%) of
the total combined voting power of all classes of stock of the Company or of its
Subsidiary, unless the provisions of Paragraph 6.2 are complied with in full.
5. Factors to be Considered in Granting Options. In making any
determination as to employees to whom Options shall be granted and as to the
number of shares to be covered by such Options, the Committee shall take into
account the duties of the respective employees, their present and potential
contributions to the success of the Company, and such other factors as the
Committee shall deem relevant in connection with accomplishing the purpose of
the Plan.
6. Option Price.
6.1 Except as provided in Paragraph 6.2, the option price of the
Reserved Shares as to which an Option shall be exercised (the "Option Price")
shall not be less than one hundred percent (100%) of the Fair Market Value (as
herein defined) of the Common Stock at the time an Option is granted. The Fair
Market Value shall be deemed to be the average of the lowest reported bid price
and the highest reported asked price of the Common Stock in the over-the-counter
market for the five (5) trading days proceeding the date of grant of the Option,
as reported by any publication of general circulation selected by the Company
which regularly reports the market price of the Common Stock in such market.
Should the Common Stock be listed or admitted to trading on any stock exchange,
its Fair Market Value shall be deemed to be the average of the closing price of
the Common Stock on the principal stock exchange on which it is then listed or
admitted to trading for the five (5) trading days preceding the date of grant of
the Option. Should the Common Stock not be so listed or traded, the Fair Market
Value shall be such price as the Committee shall in good faith determine. Such
price shall be subject to adjustment as provided in Paragraph 12 hereof.
6.2 In the event an Option is granted to a person owning stock
possessing more than ten percent (10%) of the total combined voting power of all
classes of stock of the Company or of its Subsidiary, then the Purchase Price
shall be one hundred and ten percent (110%) of the Fair Market Value of the
Capital Stock at the time the Option is granted. Such price shall be subject to
adjustment as provided in Paragraph 12 hereof.
7. Terms of Options. The term of each Option shall be ten (10) years
from the date of granting thereof, but shall be subject to earlier termination
as provided herein.
8. Exercise of Options.
8.1 Each option shall be exercisable in such installments, on such
dates during the term hereof, and subject to such other terms and conditions (in
all cases consistent with the provisions of the Plan) as shall be determined by
the Committee and as provided in the agreement evidencing the same; provided
further, that an Option may not be exercised as to less than one hundred (100)
shares at any one time (or the remaining shares then purchasable under the
Option, if less than one hundred (100) shares). The Option Price of the Reserved
Shares as to which an Option shall be exercised shall be paid in full in cash or
by certified or cashier's check at the time of exercise. Except as provided in
Paragraphs 10 and 11 hereof, an Option may not be exercised at any time unless
the holder thereof shall have been in the continuous employ of the Company or
its Subsidiary from the date of the granting of the Option to the date of its
exercise. The holder of an Option shall not have any of the rights of a
shareholder with respect to the Reserved Shares covered by this Option, except
to the extent that one or more certificates for such shares shall be delivered
to him upon the due exercise of the Option.
8.2 An option shall be deemed to be exercised in full or in part
when written notice of such exercise has been delivered to the Company at 4665
MacArthur Court, Newport Beach, California 92660 by the employee entitled to
exercise the Option and full payment for the shares of Common Stock to which the
Option relates has been received by the Company.
-2-
<PAGE>
9. Non-transferability of Options. No Option shall be transferable
otherwise than by will or the laws of descent and distribution in accordance
with the provisions of Paragraph 11, and Options may be exercised, during the
lifetime of the employee, only by the employee.
10. Termination of Employment. In the event that the employment of an
employee to whom an Option shall have been granted shall be terminated
(otherwise than by reason of death or disability, as such term is defined in
Section 22(e)(3) of the Internal Revenue Code), his Option may be exercised (to
the extent that the employee shall have been entitled to do so at the
termination of his employment) at any time within three (3) months after such
termination, but in no event more than ten (10) years after the date on which
such Option shall have been granted. So long as the holder of an Option shall
continue to be an employee of the Company or its Subsidiary, his Options shall
not be affected by any change of duties or position. Nothing in the Plan or in
any agreement entered into in connection therewith shall confer upon any
employee any right to continue in the employ of the Company or its Subsidiary,
or interfere in any way with the right of the Company or its Subsidiary to
terminate his employment at any time.
11. Death or Disability of Employee. If an employee to whom an Option
shall have been granted shall die while employed by the Company or its
Subsidiary or within three (3) months after the termination of his employment,
such Option may be exercised (to the extent that the employee shall have been
entitled to do so at the date of his death) by a legatee or legatees of the
employee under his last will or by his personal representatives or distributees
at any time within one (1) year from the date of death, but in no event later
than ten (10) years after the date on which such Option shall have been granted.
If an employee to whom an Option shall have been granted shall become disabled
(as such term is defined in Section 22(e)(3) of the Internal Revenue Code) while
employed by the Company or its Subsidiary, such Option may be exercised (to the
extent that the employee shall have been entitled to do so on the date he became
disabled) by him at any time within one (1) year after termination of his
employment, but in no event more than ten (10) years after the date on which
such Option shall have been granted.
12. Adjustments Upon Changes in Capitalization. In the event of changes
in the outstanding Common Stock of the Company by reason of stock dividends,
split-ups, recapitalizations, mergers, consolidations, combinations, or
exchanges of shares, separations, reorganizations, or liquidations, the number
and class of Reserved Shares available under the Plan in the aggregate shall be
correspondingly adjusted by the Committee. In the event the Company or the
Shareholders of the Company enter into an agreement to dispose of all or
substantially all of the assets or stock of the Company by means of a sale, a
reorganization, a liquidation, or otherwise, an Option shall become immediately
exercisable with respect to the full number of shares subject to that Option
notwithstanding other terms of this Plan to the contrary, during the period
commencing as of the earlier of the date on which such agreement is signed or
publicly announced and ending when the disposition of assets or stock
contemplated by the agreement is consummated or the date on which the agreement
is terminated.
13. Effectiveness of the Plan. The Plan shall become effective upon
adoption by the Board of Directors of the Company; provided, however, that the
Plan shall be submitted for approval by the holders of a majority of the voting
stock of the Company at a meeting thereof to be held no later than twelve (12)
months after the Plan is adopted and approved by the Board. In the event said
stockholders shall fail to so approve the Plan, it and all Options granted
thereunder shall be and become null and void. Notwithstanding any other
provision of the Plan to the contrary (including the provision in Paragraph 12
concerning an agreement to dispose of all or substantially all of the assets or
stock of the Company), no Options granted under the Plan may be exercised until
such stockholder approval is obtained.
14. Time of Granting Options. Nothing contained in the Plan or in any
resolution adopted or to be adopted by the Board of Directors or the
stockholders of the Company, or any action taken by the Committee, shall
constitute the granting of an Option. The granting of Options shall take place
only when a written option agreement substantially in the form of the agreement
attached hereto as Exhibit A shall have been duly executed and delivered by or
on behalf of the Company and the employee to whom such Option shall be granted.
-3-
<PAGE>
15. Aggregate Value of Options. The aggregate fair market value
(determined at the time an Option is granted) of the shares of Common Stock for
which incentive stock options may be exercisable for the first time by any
employee during any calendar year (under all incentive stock option plans of the
Company) may not exceed $100,000. Should it be determined that any Option
granted pursuant to the Plan exceeds such maximum, such Option shall be
considered a non-qualified stock option and not qualify for treatment as an
"incentive stock option" under Section 422 of the Internal Revenue Code to the
extent, but only to the extent, of such excess.
16. Conditions Upon Issuance of Shares. Shares shall not be issued with
respect to an Option granted under the Plan unless the exercise of such Option
and the issuance and delivery of such shares pursuant thereto shall comply with
all relevant provisions of law, including, without limitation, the Securities
Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the
rules and regulations promulgated thereunder, the California Corporation's Code,
as amended and the requirements of any stock exchange upon which the Common
Stock may then be listed, and shall be further subject to the approval of
counsel for the Company with respect to such compliance.
As a condition to the exercise of an Option, the Company may require
the person exercising such Option to represent and warrant at the time of any
such exercise that the shares of Common Stock are being purchased only for
investment and without any present intention to sell or distribute such shares
if, in the opinion of counsel for the Company, such a representation is required
by any of the aforementioned relevant provisions of law.
17. Reservation of Shares of Common Stock. The Company, during the term
of this Plan, will at all times reserve and keep available, and will seek or
obtain from any regulatory body having jurisdiction any requisite authority in
order to issue and sell such number of shares of its Common Stock as shall be
sufficient to satisfy the requirements of the Plan. Inability of the Company to
obtain, from any regulatory body having jurisdiction, authority deemed by the
Company's counsel to be necessary to the lawful issuance and sale of any shares
of its Common Stock hereunder shall relieve the Company of any liability in
respect of the nonissuance or sale of such shares as to which such requisite
authority shall not have been obtained.
18. Termination and Amendment of the Plan. The Plan shall terminate on
June 1, 2005, and no Options shall be granted under the Plan thereafter. The
Plan (including the form of option agreement attached hereto as Exhibit A) may
at any time or from time to time be terminated, modified or amended by the
affirmative vote of a majority in interest of the Common Stock. The Board of
Directors may at any time and from time to time terminate, modify or amend the
Plan (including such form of option agreement) in such respects as it shall deem
advisable in order that the Options shall be "incentive stock options" as
defined in Section 422 of the Internal Revenue Code, or to conform to any change
in the law, or in any other respect which shall not change: (a) except as
provided in Paragraph 12, the maximum number of Reserved Shares for which
Options may be granted under the Plan; (b) the option prices, other than to
change the manner of determining the Fair Market Value of the Common Stock for
the purposes of Paragraph 6 hereof to conform with any then applicable
provisions of the Internal Revenue Code or regulations thereunder; (c) the
periods during which Options may be granted or exercised; (d) the provisions
relating to the determination of employees to whom Options shall be granted and
the numbers of shares to be covered by such Options; or (e) the provisions
relating to adjustments to be made upon changes in capitalization. The
termination or any modification or amendment of the Plan shall not, without the
consent of any employee, affect his rights under an Option theretofore granted
to him or her.
-4-
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 1995 Incentive 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 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.
KPMG LLP
Los Angeles, California
January 12, 1999
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 1995 Incentive 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-interests. 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 statements 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 poolingsof-interest, has been audited by KPMG Peat Marwick LLP.
KPMG LLP
Los Angeles, California
January 8, 1999
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
January 12, 1999
Los Angeles, California
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
January 12, 1999
Los Angeles, California
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
January 12, 1999
Los Angeles, California
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 of 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, CA
January 11, 1999
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 filed by 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, CA
January 11, 1999
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
Accountants 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 8K/A of Western Bancorp dated April 9, 1998 and to all references to our
Firm included in this Registration Statement.
/s/ Arthur Andersen LLP
Los Angeles, California
January 11, 1999
