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)
------------------------------------
1985 NONQUALIFIED 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 26,875 shares $31.875 $856,641 $239
- -----------------------------------------------------------------------------------------------------------------------------------
<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 1985 Nonqualified 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"). Articles Five and Six of Western Bancorp's Restated
Articles of Incorporation and Article VI of Western
-3-
<PAGE>
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 1985 Nonqualified 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 para-
graphs (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
/s/ John M. Eggemeyer
- -------------------------- Director January 8, 1999
John M. Eggemeyer
-6-
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
/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 1985 Nonqualified 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 26,875 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
AMENDED AND RESTATED
NONQUALIFIED STOCK OPTION PLAN
The 1985 NONQUALIFIED STOCK OPTION PLAN of PNB Financial Group is
hereby amended and restated in its entirety as follows:
SECTION 1. Purposes
--------
The purposes of the Plan are:
(a) To encourage the sense of proprietorship on the part of Plan
Participants who will be largely responsible for the continued growth of the
Company and its Subsidiaries;
(b) To recognize past valuable services of such Participants;
(c) To furnish such Plan Participants with further incentive to develop
and promote the business and financial success of the Company and its
Subsidiaries; and
(d) To encourage such Participants to continue in the service of the
Company and its Subsidiaries by providing a means whereby such Participants may
be given an opportunity to purchase stock in the Company.
SECTION 2. Definitions
-----------
As used herein, the following terms shall mean:
Executive Circle Member: A member of the Executive Circle, or any
successor of the Executive Circle of the Company or its Subsidiaries.
Board: The Board of Directors of the Company.
Committee: Such committee as shall be appointed by the Board pursuant
to the provisions of Section 3.
Common Stock: The common stock of the Company, no par value.
Company: PNB Financial Group, a California corporation.
<PAGE>
Director: Member of the Board of Directors of the Company or any
Subsidiary or both.
Disability: Inability to perform the services normally rendered by a
Participant due to any permanent physical or mental impairment as determined by
the Committee on the basis of appropriate medical evidence.
Fair Market Value: As applied to the Common Stock on any day, the
closing market price of such stock on the last preceding day if such stock is
listed on a national securities exchange; the average of the bid and ask price
on the last preceding day if such stock is traded over-the-counter; or, if not
listed or traded, such per share price as the Committee shall in good faith
determine.
Normal Retirement Date: The first (1st) day of the calendar month
following the optionee's sixty-fifth (65th) birthday.
Option: A right, reduced to writing in a Stock Option Agreement and
signed by an authorized representative of the Company, to purchase a stated
number of shares of Common Stock on the terms and candidness set forth herein.
Participant: A Director or an Executive Circle Member who, in the
opinion of the Committee, has made or will make a significant contribution to
the success of the Company or its subsidiaries, and who is granted an Option
pursuant to the terms of this Plan.
Plan: The Amended and Restated Nonqualified Stock Option Plan as set
forth herein, and as may be amended from time to time.
Subsidiary: Any corporation in which the Company owns, directly or
indirectly, fifty percent or more of the issued and outstanding voting stock.
SECTION 3. Administration
--------------
(a) The Plan shall be administered by a stock option committee (the
"Committee") to be appointed by, and serving at, the pleasure of the Board.
(b) A member of the Committee may also be a Participant in this Plan
provided that, as to matters directly affecting his or her interests in Options
granted pursuant to the Plan, he or she shall abstain from discussion and
voting.
(c) The Board may, from time to time, appoint members of the Committee
in substitution for members previously appointed and fill vacancies in the
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<PAGE>
Committee, however caused. All determinations of the Committee shall be made by
a majority of its members eligible to vote on such issues.
(d) Subject to the express provisions of the Plan, the Committee shall
have full power and authority, in its discretion, to determine initially and
from time to time those persons to whom Options are to be granted, the times
when such Options shall be granted and the number of shares to be covered by
each Option. Accomplishments in furthering the interests of the Company and its
Subsidiaries shall be the primary guide of the Committee in apportioning the
number of shares to be optioned to a Participant, but the Committee may take
into consideration any and all other factors that the Committee may deem
pertinent.
(e) Subject to the express provisions of the Plan, the Committee shall
also have the power and authority to construe and interpret the Plan and the
respective Stock Option Agreements entered into thereunder, and to make all
other determinations necessary or advisable for administering the Plan. The
determination of the Committee on all matters referred to in this section shall
be final and conclusive.
SECTION 4. Eligibility
-----------
Options may be granted only to Participants who are selected by the
Committee in accordance with the provisions of this Plan.
SECTION 5. Stock Subject to the Plan
-------------------------
(a) Subject to adjustments as provided in Section 9, the aggregate
number of shares of Common Stock subject to the Plan (the "Options") shall be
three hundred thousand (300,000) shares of Common Stock.
(b) Such shares may be either authorized but unissued shares or shares
issued and thereafter acquired by the Company.
(c) Shares covered by the unexercised portion of any Option which has
terminated by its terms may be subject to a subsequent Option granted under the
Plan.
SECTION 6. Options Under the Plan
----------------------
Options granted under the Plan shall be subject to the following
provisions:
(a) Options shall be granted in accordance with the Committee's
determination pursuant to the Plan, by execution and prompt delivery to the
Participant of
-3-
<PAGE>
a written Stock Option Agreement and such other documents as may, in the opinion
of the Committee, be necessary to memorialize the terms and conditions of the
Option granted. Any such grant shall be effective on the date of such
determination or, if later, on the date specified in the instrument evidencing
the grant. No Option shall exist unless and until a written Stock Option
Agreement is signed by an authorized representative of the Company and delivered
to the Participant.
(b) The purchase price of the Common Stock subject to an Option granted
pursuant to the Plan shall not be less than Fair Market Value of the stock as of
the effective date of the Amended and Restated Plan.
(c) Each Option granted hereunder shall continue for a period of ten
(10) years from the date of its grant or issuance, unless terminated earlier
under the provisions of Section 7, hereof.
(d) Each Option shall be subject to the condition that, if at any time
the Committee shall determine in its discretion that the registration or
qualification of the shares covered thereby under any state or federal law is
necessary or desirable as a condition of or in connection with the granting of
such Option or delivery of Common Stock on the exercise thereof, no such Option
may be granted or, if granted, delivery of Common Stock on the exercise thereof
shall be deferred, until such registration or qualification shall have been
effected. In the event the Committee determines that registration or
qualification of shares is necessary or desirable, the Company shall, at its
expense, take such action as may be required to effect such registration or
qualification.
SECTION 7. Termination of Options
----------------------
(a) Every Option granted pursuant to this Plan shall terminate on the
earlier of ten (10) years following the date of its grant or issuance, or the
date upon which any of the events set forth hereinbelow occur.
(b) The Option shall terminate if and when the optionee's membership
terminates on either the Board of Directors of the Company (or any Subsidiary),
or the Executive Circle, except as follows:
(i) If the optionee dies while a Director or Executive Circle
member, or within three (3) months after his membership on such Board or
Executive Circle ceases, then any Option held by the deceased optionee will
continue in effect and may be exercised in accordance with its terms for a
period of twelve (12) months from the date of the optionee's death (but in no
event after the date of expiration of the Option), by the executor or
administrator of the optionee's estate; provided, however, if the Option is
exercisable in installments and the optionee dies while a Director or while a
-4-
<PAGE>
member of the Executive Circle, or within three (3) months after his membership
ceased because of early retirement or because of Disability (defined in Section
2 and described in subsection (b)(ii) of this Section 7), such Option may be
exercised as to any or all shares which would have been purchasable in the
succeeding period if the optionee had not died.
(ii) If an optionee retires early, with the Company's consent,
after attaining age fifty-five (55) and prior to his Normal Retirement Date, or
terminates his membership prior to his Normal Retirement Date because of
Disability, he may exercise his Option on, or any time within the three (3)
months following the date of such early retirement or termination by Disability
(but in no event after the date of expiration of his Option) as to any or all
shares purchasable on such date. Moreover, if the Option is exercisable in
installments, all shares which would have been purchasable in the following
installment period shall be exercisable as if such retirement or termination by
Disability had not occurred.
(iii) If an optionee's membership on the Board of Directors of the
Company or any Subsidiary, or on the Executive Circle, terminates for any reason
other than by death or Disability, he may exercise his Option on the date his
membership terminates or any time within the three (3) months following such
termination (but in no event after the date of expiration of his Option), as to
any or all Common Stock purchasable on the date his membership terminates.
SECTION 8. Exercise of Options
-------------------
(a) Subject to the terms and conditions of the Plan, Options may be
exercised by written notice to the Company at its executive office, and
addressed to the attention of the President, as provided in the Stock Option
Agreements entered into hereunder.
(b) An Option may be exercised either at one time as to the total
number of shares covered thereby, or from time to time as to any portion thereof
in units of one hundred (100) shares or multiples thereof.
(c) Each Option shall be exercised solely by the Optionee (or by his
guardian or legal representative), except in the case of death of the optionee,
in which case the option shall be exercisable in the manner provided by Section
7, Paragraph (b)(i).
(d) The Committee may impose such conditions on the exercise of any
Option as may be required to satisfy the requirements of Rule 16b-3 adopted
under the Securities Exchange Act of 1934, as amended (or any successor
provision in effect at the time).
-5-
<PAGE>
(e) Shares purchased upon exercise of an Option shall be paid for in
full in cash.
SECTION 9. Adjustment Provisions
---------------------
(a) Options granted under the Plan shall contain such provisions as the
Committee may determine with respect to adjustments to be made in the number and
kind of shares covered by such Options and in the Option price in the event of a
reorganization, recapitalization, stock split, stock dividend, combination of
shares, merger, consolidation, rights offering or any other change in the
corporate structure or shares of the Company; and in the event of any such
change, the aggregate number and kind of shares available under the Plan and the
maximum number of shares that may be charged under the Plan in account of any
one (1) individual shall be appropriately adjusted.
(b) Adjustments under this Section 9 shall be made by the Committee,
whose determination as to the adjustments to be made, and the extent thereof,
shall be final, binding and conclusive. No fractional shares of Common Stock
shall be issued under the Plan on account of any such adjustment.
SECTION 10. General Provisions
------------------
(a) Nothing in the Plan or in any instrument executed pursuant thereto
shall confer upon any Director the right to continue to serve on the Board of
Directors of the Company or any Subsidiary or confer upon any Executive Circle
Member the right to continue to serve on the Executive Circle.
(b) No shares of Common Stock shall be sold, issued or transferred
pursuant to a Option unless and until there has been compliance, in the opinion
of counsel to the Company, with all applicable legal requirements, including
without limitation those relating to federal and state securities laws.
(c) No Director or Executive Circle Member (individually or as a member
of a group), and no beneficiary or other person claiming under or through him,
shall have any right, title or interest in or to any shares of Common Stock
allocated or reserved for the Plan or subject to any Option except as to such
shares of Common Stock if any, as shall have been sold, issued or transferred to
him.
(d) The Company or a Subsidiary may make such provisions as it may deem
appropriate for the withholding of any taxes which the Company or Subsidiary
determines it is required to withhold in connection with any Option granted
under the Plan.
-6-
<PAGE>
(e) No Option and no rights under the Plan, contingent or otherwise,
(i) shall be assignable or subject to any encumbrance, pledge or change of any
nature, whether by operation of law or otherwise, (ii) shall be subject to
execution, attachment or similar process, or (iii) shall be transferable other
than by will or the laws of descent and distribution, and every Option and all
rights under the Plan shall be exercisable during the optionee's lifetime only
by him or by his guardian or legal representative.
(f) Nothing in the Plan is intended to be a substitute for, or shall
preclude or limit the establishment or continuation of, any other plan, practice
or arrangement for the payment of compensation or fringe benefits to any
Director or Executive Circle Member which the Company or any Subsidiary now has
or may hereafter put into effect, including, without limitation, any retirement,
pension, savings or thrift, insurance, death benefit, stock purchase, incentive
compensation or bonus plan.
SECTION 11. Term
----
The Plan (as Amended and Restated) shall become effective when adopted
by the Board. No options shall be granted under the Plan after December 31,
1995.
SECTION 12. Amendment or Discontinuance of Plan
-----------------------------------
(a) The Plan may be amended by the Board at any time, provided that,
without the approval of the shareholders of the Company, no amendment shall be
made which (i) increases the aggregate number of shares of Common Stock which
may be made the subject of Options as provided in Subsection (a) of Section 5,
(ii) materially increases the benefits accruing to participants under the Plan,
(iii) materially modifies the requirements as to eligibility for participation
in the Plan, (iv) amends Section 7 to extend the term of the Plan, or (v) amends
the Section 10.
(b) The Board may discontinue the Plan at any time.
(c) No amendment or discontinuance of the Plan shall adversely affect,
except with the consent of the holder, any Option theretofore granted.
-7-
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 1985 Amended Nonqualified 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 1985 Amended Nonqualified 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
