<PAGE>
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
FEBRUARY 3, 1999
------------------------------------------------
Date of Report (Date of Earliest Event Reported)
WESTERN BANCORP
------------------------------------------------------
(Exact Name of Registrant As Specified In Its Charter)
CALIFORNIA
----------------------------------------------
(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
--------------------------------------------------
(Address of Principal Executive Offices)(Zip Code)
(949) 863-2444
----------------------------------------------------
(Registrant's Telephone Number, including Area Code)
1
<PAGE>
Item 5. Other Events.
On February 3, 1999 Western Bancorp (the "Company") issued a Press
Release announcing its fourth quarter and full year 1998 net earnings, a copy
of which is attached hereto as Exhibit 99.1 and is incorporated herein in its
entirety by this reference.
On February 10, 1999, the Company issued a Press Release announcing that
David I. Rainer was appointed President and Chief Executive Officer of Santa
Monica Bank, a wholly-owned subsidiary of the Company, a copy of which is
attached hereto as Exhibit 99.2 and is incorporated herein in its entirety by
this reference.
On February 26, 1999, the Company issued a Press Release announcing the
declaration of a quarterly dividend of $0.225 per common share payable on
March 26, 1999 to shareholders of record on March 5, 1999, a copy of which is
attached hereto as Exhibit 99.3 and is incorporated herein in its entirety by
this reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
The following exhibits are filed with this Current Report on Form 8-K:
<TABLE>
<CAPTION>
Exhibit
Number Description
- -------- -----------
<S> <C>
99.1 Press Release of Western Bancorp dated February 3, 1999.
99.2 Press Release of Western Bancorp dated February 10, 1999.
99.3 Press Release of Western Bancorp dated February 26, 1999.
</TABLE>
2
<PAGE>
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: March 8, 1999
WESTERN BANCORP
By: /s/Arnold C. Hahn
------------------------------------------
Name: Arnold C. Hahn
Title: Executive Vice President
and Chief Financial Officer
3
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
<S> <C>
99.1 Press Release of Western Bancorp dated February 3, 1999.
99.2 Press Release of Western Bancorp dated February 10, 1999.
99.3 Press Release of Western Bancorp dated February 26, 1999.
</TABLE>
4
<PAGE>
EXHIBIT 99.1
WESTERN BANCORP
- ------------------------------------------------------------------------------
PRESS RELEASE
- ------------------------------------------------------------------------------
Western Bancorp (NASDAQ: WEBC)
4100 Newport Place, Suite 900
Newport Beach, California 92660
Contacts: Matthew P. Wagner Arnold C. Hahn
President & 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 FOURTH QUARTER 1998 EARNINGS
February 3, 1999
Newport Beach, California . . . Western Bancorp ("Western") today announced that
as a result of merger-related expenses related to the fourth quarter
acquisitions of Bank of Los Angeles ("BKLA") and PNB Financial Group ("PNB"), it
had a consolidated net loss for the quarter ended December 31, 1998 of
$6,513,000 or ($0.31) per diluted share. This compares with a loss of $985,000
or ($0.07) per diluted share, for the quarter ended December 31, 1997. On an
operating basis, before the amortization of goodwill and before after-tax
merger-related and litigation settlement costs, consolidated net income for the
three month periods was $11,547,000 and $8,464,000 in 1998 and 1997,
respectively, or $0.55 per diluted share for each period.
Consolidated net income for the year ended December 31, 1998 was $20,156,000 or
$0.98 per diluted share. This compares with net income of $11,913,000 or $0.79
per diluted share for the year ended December 31, 1997, an increase of
approximately 24%. On an operating basis, before the amortization of goodwill
and before after-tax merger-related and litigation settlement costs, net income
for the twelve month periods was $45,875,000 and $26,516,000 in 1998 and 1997,
respectively, or $2.23 and $1.76 per diluted share, respectively, a growth of
approximately 27%.
Operating results for the 1998 periods include those of Santa Monica Bank, which
was acquired using purchase accounting on January 27, 1998.
5
<PAGE>
During the fourth quarter of 1998, the Western Board of Directors also approved
a quarterly dividend of $0.225 per common share, an increase of 50% from the
third quarter, which was paid on December 24, 1998 to shareholders of record on
December 4, 1998.
After including the operating results for the acquisition of BKLA and the merger
with PNB, which were accounted for as pooling-of-interests, Western's operating
return on average tangible assets remained even with the fourth quarter of 1997
at 1.88%. This profitability measure was impacted by the previously announced
decrease in Western's net interest margin from 6.19% to 5.97% resulting from the
decline in interest rates from the third quarter of 1998 to the fourth quarter
of 1998.
Matthew P. Wagner, President and Chief Executive Officer of Western, stated, "On
balance 1998 was a period of substantial progress for Western which positions
the company to be one of the top performers in the banking industry. Although
the interest rate environment was a difficult one for Western, we are optimistic
about the year ahead." Mr. Wagner also summarized the milestones for 1998 which
included:
- On October 23, 1998, Western consummated the acquisition of BKLA
through the merger of BKLA with and into Santa Monica Bank, a
wholly-owned subsidiary of Western. The acquisition was accounted
for as a pooling-of-interests. As a result of this acquisition,
approximately 2,214,500 shares of common stock of Western were issued
to holders of common stock of BKLA.
- On December 30, 1998, Western consummated the acquisition of Pacific
National Bank through the merger of PNB with and into Western. The
merger was accounted for as a pooling-of-interests. As a result of
this acquisition, approximately 2,779,733 shares of common stock of
Western were issued to holders of common stock of PNB.
- After essentially flat loan growth for the first half of 1998, loans
have grown approximately 8.6% in the last half of the year despite
continuing prepayments in the banks' commercial real estate portfolio.
6
<PAGE>
- The systems integration of the former Santa Monica Bank was completed
as planned at the end of July 1998 and the former Western Bank was
integrated in October 1998. BKLA was integrated in November of 1998.
Western expects to integrate Pacific National Bank at the end of
February 1999 at which point the entire company will be on a common
operating platform.
- All credit quality ratios continued to improve during the fourth
quarter of 1998. (See the credit discussion later in this document.)
- Due to the repricing of higher-cost deposits and the closing of some
branches, deposits declined approximately 4% for the year; however,
non-interest bearing deposits increased by almost 5% and represents
40% of total deposits at year end 1998. Assuming the closure of three
Pacific National Bank branches expected to take place in February
1999, deposits per branch will have increased from approximately $64
million at December 1997 to approximately $70 million.
- After the increase in dividends in December 1998 capital ratios
remained strong as Tier I Leverage Capital ended 1998 at 8.45% or an
increase of 0.48 percentage points during the year.
As of December 31, 1998, Western had approximately $2.6 billion in assets and
after the merger of Pacific National Bank into Southern California Bank expected
to take place in February 1999, Western will have 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. In addition,
Pacific National Bank has a residential mortgage origination business with
offices in Irvine, Santa Ana, Dublin and San Diego, California and offices in
Arizona. In 1998, Pacific National Bank originated approximately $1.5 billion
in mortgage loans. Pacific National Bank sells substantially all of its mortgage
loans in the secondary market with servicing released and holds no volatile
servicing assets. Santa Monica Bank serves its clients in Santa Monica,
Westwood, Malibu, Marina del Rey, Beverly Hills, Century City, Encino, Culver
City, West Hollywood, and Glendale with sixteen branches and its specialized
trust and investment management services.
7
<PAGE>
WESTERN BANCORP
UNAUDITED CONDENSED BALANCE SHEETS (a)
<TABLE>
<CAPTION>
December 31, December 31,
1998 1997
------------- ------------
(In thousands, except per share data)
<S> <C> <C>
ASSETS:
Cash and due from banks $ 131,787 $ 135,287
Federal funds sold 92,752 168,257
----------- -----------
TOTAL CASH AND CASH EQUIVALENTS 224,539 303,544
FRB and FHLB stock 9,760 7,696
Securities:
Securities held to maturity - 48,138
Securities available for sale 354,349 219,023
----------- -----------
TOTAL SECURITIES 364,109 274,857
Loans and leases held for investment, net 1,642,211 1,120,921
Mortgage loans held for sale 130,255 97,211
Premises and equipment 33,536 17,429
Other real estate owned 4,361 8,212
Goodwill 145,514 36,369
Other assets 38,330 39,874
----------- -----------
TOTAL ASSETS $ 2,582,855 $1,898,417
----------- -----------
----------- -----------
LIABILITIES AND SHAREHOLDERS' EQUITY:
LIABILITIES:
Non-interest bearing deposits $ 868,965 $ 643,871
Interest bearing deposits 1,303,304 1,031,827
----------- -----------
TOTAL DEPOSITS 2,172,269 1,675,698
Borrowed funds 25,188 19,797
Accrued interest payable and other liabilities 33,323 18,216
----------- -----------
TOTAL LIABILITIES 2,230,780 1,713,711
SHAREHOLDERS' EQUITY:
Preferred stock - -
Common stock 322,566 159,811
Retained earnings 28,856 25,028
Accumulated other comprehensive income -
unrealized net gains (losses) on securities
available for sale, net of tax 653 (133)
----------- -----------
TOTAL SHAREHOLDERS' EQUITY 352,075 184,706
----------- -----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 2,582,855 $1,898,417
----------- -----------
----------- -----------
Number of common shares outstanding 20,858.5 15,260.5
Common shareholders' equity per share $ 16.88 $ 12.10
Tangible common shareholders' equity per share $ 9.90 $ 9.72
Tier I Leverage 8.45% 7.97%
</TABLE>
a) Santa Monica Bank was acquired on January 27, 1998. Accordingly, the
balance sheet, share data and per share data as of december 31, 1997 does
not include Santa Monica Bank amounts. Due to the relatively large size of
the acquisition of Santa Monica Bank, any comparison of data as of and for
the periods ended December 31, 1998 to data as of or for prior dates or
periods may not be meaningful.
8
<PAGE>
WESTERN BANCORP
UNAUDITED CONDENSED INCOME STATEMENTS (B)
<TABLE>
<CAPTION>
Year Ended Three Months Ended
December 31, December 31,
------------------------------- ------------------------------
1998 1997 1998 1997
--------------- --------------- --------------- --------------
(In thousands, except per share data)
<S> <C> <C> <C> <C>
INTEREST INCOME:
Interest and fees on loans and leases $ 151,483 $ 107,639 $ 38,637 $ 28,619
Interest on interest bearing deposits 92 1 38 -
Interest on investment securities 18,572 18,867 4,621 4,269
Interest on federal funds sold 11,481 5,802 2,418 2,135
--------- --------- --------- ---------
TOTAL INTEREST INCOME 181,628 132,309 45,714 35,023
INTEREST EXPENSE:
Interest expense on deposits 46,219 35,801 11,388 9,443
Interest expense on borrowed funds 2,301 1,532 669 378
--------- --------- --------- ---------
TOTAL INTEREST EXPENSE 48,520 37,333 12,057 9,821
--------- --------- --------- ---------
NET INTEREST INCOME: 133,108 94,976 33,657 25,202
Less: provision for loan and lease losses 1,325 4,080 300 780
--------- --------- --------- ---------
NET INTEREST INCOME AFTER PROVISION FOR LOAN AND LEASE LOSSES 131,783 90,896 33,357 24,422
NON-INTEREST INCOME:
Service charges and fees on deposit accounts and other fees 19,761 13,737 5,119 3,661
Trust fees 3,494 - 900 -
Escrow fees 972 827 224 276
Gain on sale of loans and other assets 16,993 10,892 4,726 3,328
Securities gains 1,550 331 1,073 -
Other income 2,086 1,649 972 309
--------- --------- --------- ---------
TOTAL NON-INTEREST INCOME 44,856 27,436 13,014 7,574
NON-INTEREST EXPENSE:
Salaries and benefits 55,208 41,792 14,169 10,378
Occupancy, furniture and equipment 14,884 11,669 3,702 3,112
Advertising and business development 1,709 1,760 562 429
Other real estate owned (92) 339 99 (93)
Professional services 3,910 4,910 978 1,297
Telephone, stationery and supplies 4,334 3,797 1,121 945
Goodwill amortization 10,252 2,784 2,732 705
Data processing 2,515 1,667 779 465
Customer services cost 3,454 2,687 922 827
Litigation settlement costs 3,350 - 3,350 -
Merger costs 18,688 14,201 18,549 10,731
Other 11,938 7,981 3,318 1,716
--------- --------- --------- ---------
TOTAL NON-INTEREST EXPENSE 130,150 93,587 50,281 30,512
--------- --------- --------- ---------
Income before income taxes 46,489 24,745 (3,910) 1,484
Income taxes 26,333 12,832 2,603 2,469
--------- --------- --------- ---------
NET INCOME (LOSS) $ 20,156 $ 11,913 $ (6,513) $ (985)
--------- --------- --------- ---------
--------- --------- --------- ---------
Weighted average common shares outstanding:
Basic 20,084.9 14,431.0 20,741.3 14,744.8
Diluted 20,611.0 15,036.7 21,065.4 15,391.1
Net income (loss) per share:
Basic $ 1.00 $ 0.83 $ (0.31) $ (0.07)
Diluted $ 0.98 $ 0.79 $ (0.31) $ (0.07)
</TABLE>
b) Santa Monica Bank was acquired on January 27, 1998. Accordingly, Santa
Monica Bank's operating results are not included in the amounts for the
1997 periods and are included only since February of the 1998 periods. Due
to the relatively large size of the acquisition of Santa Monica Bank, any
comparison of data as of and for the periods ended December 31, 1998 to
data as of or for prior dates or periods may not be meaningful.
9
<PAGE>
<TABLE>
<CAPTION>
Year Ended Three Months Ended
December 31, December 31,
------------------------------- -------------------------------
1998 1997 1998 1997
--------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C>
PER SHARE INFORMATION:
Number of shares (weighted average, in thousands) 20,084.9 14,431.0 20,741.3 14,744.8
Diluted shares (weighted average, in thousands) 20,611.0 15,036.7 21,065.4 15,391.1
Basic income (loss) per share $ 1.00 $ 0.83 $ (0.31) $ (0.07)
Diluted income (loss) per share $ 0.98 $ 0.79 $ (0.31) $ (0.07)
BEFORE MERGER COSTS AND LITIGATION SETTLEMENT COSTS
Basic income per share $ 1.77 $ 1.64 $ 0.42 $ 0.53
Diluted income per share $ 1.73 $ 1.58 $ 0.42 $ 0.50
BEFORE MERGER COSTS, LITIGATION SETTLEMENT COSTS AND
GOODWILL AMORTIZATION
Basic income per share $ 2.28 $ 1.84 $ 0.56 $ 0.57
Diluted income per share $ 2.23 $ 1.76 $ 0.55 $ 0.55
PROFITABILITY MEASURES:
Return on average assets 0.80% 0.68% (1.00%) (0.21%)
Return on average equity 5.9% 6.9% (7.1%) (2.2%)
BEFORE MERGER COSTS, LITIGATION SETTLEMENT COSTS AND
GOODWILL AMORTIZATION
Return on average tangible assets 1.93% 1.55% 1.88% 1.88%
Return on average equity 13.5% 15.4% 12.6% 18.7%
Efficiency ratio 55.0% 62.6% 55.0% 58.2%
ADJUSTMENTS TO NET INCOME (IN THOUSANDS):
Net income $ 20,156 $ 11,913 $ (6,513) $ (985)
Litigation settlement costs 3,350 - 3,350 -
Merger costs 18,688 14,201 18,549 10,731
Tax benefits (6,571) (2,382) (6,571) (1,987)
--------- --------- --------- --------
After-tax merger costs and litigation settlement costs 15,467 11,819 15,328 8,744
Goodwill amortization 10,252 2,784 2,732 705
--------- --------- --------- --------
--------- --------- --------- --------
ADJUSTED NET INCOME $ 45,875 $ 26,516 $ 11,547 $ 8,464
--------- --------- --------- --------
--------- --------- --------- --------
REVENUES (IN THOUSANDS):
Net interest income $ 133,108 $ 94,976 $ 33,657 $ 25,202
Non-interest income 44,856 27,436 13,014 7,574
--------- --------- --------- --------
--------- --------- --------- --------
REVENUES $ 177,964 $ 122,412 $ 46,671 $ 32,776
--------- --------- --------- --------
--------- --------- --------- --------
ADJUSTMENTS TO EXPENSES (IN THOUSANDS):
Non-interest expense $ 130,150 $ 93,587 $ 50,281 $ 30,512
Litigation settlement costs (3,350) - (3,350) -
Merger costs (18,688) (14,201) (18,549) (10,731)
Goodwill amortization (10,252) (2,784) (2,732) (705)
--------- --------- --------- --------
--------- --------- --------- --------
ADJUSTED EXPENSES $ 97,860 $ 76,602 $ 25,650 $ 19,076
--------- --------- --------- --------
--------- --------- --------- --------
</TABLE>
10
<PAGE>
<TABLE>
<CAPTION>
Year Ended Three Months Ended
December 31, December 31,
------------------------------- -------------------------------
1998 1997 1998 1997
--------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C>
AVERAGE BALANCE SHEETS
(In thousands)
AVERAGE ASSETS:
Loans and leases, net of deferred fees and costs $ 1,527,243 $ 1,051,588 $ 1,609,542 $ 1,097,521
Mortgage loans held for sale 94,285 66,323 105,157 83,490
Investments 323,917 323,401 315,611 290,851
Federal funds sold 216,934 104,693 205,087 152,983
----------- ----------- ----------- -----------
AVERAGE EARNING ASSETS 2,162,379 1,546,005 2,235,397 1,624,845
Goodwill 140,904 33,636 146,159 32,687
Other assets 209,846 159,836 200,510 162,920
----------- ----------- ----------- -----------
AVERAGE TOTAL ASSETS $ 2,513,129 $ 1,739,477 $ 2,582,066 $ 1,820,452
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
AVERAGE LIABILITIES AND SHAREHOLDERS' EQUITY:
Non interest bearing deposits $ 781,919 $ 544,372 $ 815,430 $ 584,331
Interest bearing deposits 1,337,871 987,832 1,348,583 1,022,768
----------- ----------- ----------- -----------
AVERAGE DEPOSITS 2,119,790 1,532,204 2,164,013 1,607,099
Other interest bearing liabilities 48,501 20,983 101,153 21,006
Other liabilities 5,249 13,912 (46,423) 12,487
----------- ----------- ----------- -----------
AVERAGE LIABILITIES 2,173,540 1,567,099 2,218,743 1,640,592
----------- ----------- ----------- -----------
Shareholders' equity 339,589 172,378 363,323 179,860
----------- ----------- ----------- -----------
AVERAGE LIABILITIES AND SHAREHOLDERS' EQUITY $ 2,513,129 $ 1,739,477 $ 2,582,066 $ 1,820,452
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
YIELD ANALYSIS:
(Dollars in millions)
Average earning assets $ 2,162.4 $ 1,546.0 $ 2,235.4 $ 1,624.8
Yield 8.40% 8.56% 8.11% 8.55%
Average interest bearing deposits $ 1,337.9 $ 987.8 $ 1,348.6 $ 1,022.8
Cost 3.45% 3.62% 3.35% 3.66%
Average deposits $ 2,119.8 $ 1,532.2 $ 2,164.0 $ 1,607.1
Cost 2.18% 2.34% 2.09% 2.33%
Average interest bearing liabilities $ 1,386.4 $ 1,008.8 $ 1,449.7 $ 1,043.8
Cost 3.50% 3.70% 3.30% 3.73%
Interest spread 4.90% 4.86% 4.81% 4.82%
Net interest margin 6.16% 6.14% 5.97% 6.15%
</TABLE>
11
<PAGE>
<TABLE>
<CAPTION>
CREDIT QUALITY MEASURES
(Dollars in thousands)
QUARTER ENDED
--------------------------------------------------------------------------- ENDED
31-DEC 30-SEP 30-JUN 31-MAR 31-DEC 31-DEC
1998 1998 1998 1998 1997 1996
------ ------ ---- ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
Loans past due 90 days and
still accruing $ 1,007 $ 937 $ 3,389 $ 1,285 $ 363 $ 470
Nonaccrual loans and leases 14,929 16,099 17,332 15,441 12,990 22,171
Other real estate owned 4,361 6,010 7,584 10,525 8,212 11,104
--------- --------- --------- --------- --------- -------
NONPERFORMING ASSETS 19,290 22,109 24,916 25,966 21,202 33,275
Impaired loans gross 23,874 16,353 20,416 22,083 19,209 27,048
Allocated reserves 3,256 1,515 2,886 1,363 1,418 3,144
--------- --------- --------- --------- --------- -------
NET INVESTMENT IN IMPAIRED LOANS 20,618 14,838 17,530 20,720 17,791 23,904
Charge-offs 1,258 4,488 827 653 1,641 8,359
Recoveries 2,076 580 350 709 684 1,631
--------- --------- --------- --------- --------- -------
NET CHARGE-OFFS (RECOVERIES) (818) 3,908 477 (56) 957 6,728
Allowance for loan and
lease losses ("ALLL") 26,742 25,624 29,157 29,284 20,271 19,251
Loans and leases, net of
deferred fees and costs 1,668,953 1,604,474 1,554,796 1,520,065 1,141,192 993,850
Average loans and leases
for the quarter, net of
deferred fees and costs 1,609,542 1,571,254 1,536,127 1,389,332 1,097,521
ALLL to loans and leases 1.60% 1.60% 1.88% 1.93% 1.78% 1.94%
ALLL to nonaccrual loans and leases 179.1% 159.2% 168.2% 189.7% 156.1% 86.8%
ALLL to nonperforming assets 138.6% 115.9% 117.0% 112.8% 95.6% 57.9%
Nonperforming assets to loans,
leases and OREO 1.15% 1.37% 1.59% 1.70% 1.84% 3.31%
Annualized net charge-offs
(recoveries)to average loans
and leases (0.07%) 0.33% 0.12% (0.02%) 0.35%
Full year net charge-offs to
average loans and leases 0.23% 0.39% 0.74%
</TABLE>
Note: Loan and lease totals include only loans held for investment.
The allowance for loan and lease losses to loans and leases was
1.60% at December 31, 1998. This is the same ratio as of the end
of the third quarter of 1998, even after approximately $60 million
of loan growth during the quarter. The ratio is down slightly from
1.78% at December 31, 1997. Non performing assets decreased from
1.84% of total loans, leases and OREO at December 31, 1997 to 1.15%
at December 31, 1998 resulting mainly from a reduction of $3,851,000
in OREO properties that were held as of December 31,1997. Western
had net recoveries during the fourth quarter of 1998 of $818,000
which included a substantial recovery, through a note sale, of a
real estate loan that had been charged off in September 1998. Net
charge-offs for the full year ended December 31, 1998 were
$3,511,000 representing 0.23% of average loans and leases for the
year. The allowance for loan and lease losses increased by
$6,471,000 during the year with the allowance for loan and lease
losses, as a percentage of nonperforming assets, increasing to
138.6% at December 31, 1998 from 95.6% at December 31, 1997. At its
present level of $26,742,000 at December 31, 1998, management
believes the allowance for loans and lease losses to be adequate
based on Western's quarterly migration analysis of loan and lease
losses, improved economic conditions and continued adherence to
established credit policies.
12
<PAGE>
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 or deflation, 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 Pacific National Bank.
13
<PAGE>
EXHIBIT 99.2
WESTERN BANCORP
WESTERN BANCORP
- ------------------------------------------------------------------------------
PRESS RELEASE
- ------------------------------------------------------------------------------
Western Bancorp (NASDAQ: WEBC)
4100 Newport Place, Suite 900
Newport Beach, California 92660
Contacts: Matthew P. Wagner
President and Chief Executive Officer
Phone: 310/477-2402 x 134
Fax: 310/231-0321
FOR IMMEDIATE RELEASE
DAVID I. RAINER NAMED PRESIDENT & CEO OF SANTA MONICA BANK
February 10, 1999
David I. Rainer has been appointed President and Chief Executive Officer of
Santa Monica Bank, a wholly-owned subsidiary of Newport Beach-based Western
Bancorp.
Rainer, 41, joins Santa Monica Bank from Pacific Century Bank (formerly
California United Bank), where he served as President and Chief Executive
Officer. During his six-year tenure at Pacific Century, Rainer built a strong
regional presence for the company and a widely-admired business banking
practice. Previously, he held commercial banking positions at Security Pacific
Bank and Wells Fargo Bank.
"David brings considerable strength to Santa Monica Bank," said Matthew P.
Wagner, President and Chief Executive Officer of Western Bancorp. "Under his
leadership, we expect to substantially grow our business banking capabilities
and enhance the delivery and market penetration of our established product lines
and services."
Rainer holds a M.B.A. degree from the University of Southern California, and a
B.S. degree in Finance from California State University at Northridge.
Santa Monica Bank, which was acquired by Western Bancorp in January 1998, has
assets of approximately $1.5 billion. The Bank serves retail and business
clients in Santa Monica, Westwood, Malibu, Marina Del Rey, Beverly Hills,
Century City, Encino, Culver City, West Hollywood and Glendale with 16 branch
locations and specialized trust and investment management services.
14
<PAGE>
Western Bancorp, with assets of approximately $2.6 billion, also owns Southern
California Bank and Pacific National Bank, which it expects to merge into
Southern California Bank in February 1999. Southern California Bank serves
southern Los Angeles, Orange and San Diego Counties with 15 branches and
specialized escrow services and asset-based lending. The holding company
acquired Bank of Los Angeles and Pacific National Bank during the fourth quarter
1998, and is merging these companies into their existing operations.
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 or deflation, 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 Pacific National Bank.
15
<PAGE>
[WESTERN BANCORP LETTERHEAD]
- --------------------------------------------------------------------------------
PRESS RELEASE
- --------------------------------------------------------------------------------
Western Bancorp (NASDAQ: WEBC)
4100 Newport Place, Suite 900
Newport Beach, California 92660
Contacts: Matthew P. Wagner
President and
Chief Executive Officer
Phone: 310/477-2402 X 134
Fax: 310/231-0321
FOR IMMEDIATE RELEASE...WESTERN BANCORP ANNOUNCES DECLARATION OF ITS REGULAR
QUARTERLY DIVIDEND
February 26, 1999
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 March 26, 1999 to shareholders
of record on March 5, 1999. This is the sixth quarterly dividend for Western.
As of December 31, 1998, Western had approximately $2.6 billion in assets,
and after the merger of Pacific National Bank into Southern California Bank
expected to take place in February 1999, Western will have 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. In addition, Pacific National Bank has a residential mortgage
origination business with offices in Irvine, Santa Ana, Dublin and San Diego,
California, and offices in Washington and Arizona. Santa Monica Bank serves
its clients in Santa Monica, Westwood, Malibu, Marina del Rey, Beverly Hills,
Century City, Encino, Culver City, West Hollywood, and Glendale with sixteen
branches and its specialized trust investment management services.
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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 or deflation, 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 Pacific National Bank.
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