<PAGE> 1
FORM 10-QSB
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended September 30, 1996 Commission File Number 0-21564
WEST COAST BANCORP, INC.
- --------------------------------------------------------------------------------
(Exact name of Small Business Issuer as specified in its charter)
FLORIDA 65-0018667
- --------------------------------------------------------------------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
2724 DEL PRADO BOULEVARD SOUTH, CAPE CORAL, FLORIDA 33904
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
ISSUER'S TELEPHONE NUMBER: (941) 772-2220
Check whether the Issuer (1) filed all reports
required to be filed by Section 13 or 15(d) of the
Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to
file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No .
--- ---
<TABLE>
<CAPTION>
CLASS OUTSTANDING AT NOVEMBER 9, 1996
- ----- -------------------------------
<S> <C>
COMMON STOCK, $1.00 PAR VALUE 1,544,466 SHARES
</TABLE>
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGES
<S> <C> <C> <C>
PART I Item 1. Financial Statements 1-5
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 6-7
PART II Item 5. Other Information 8
Item 6. Exhibits and Reports on Form 8-K 8
</TABLE>
<PAGE> 3
PART 1 - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
WEST COAST BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED CONDENSED BALANCE SHEETS
(Unaudited)
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
ASSETS 1996 1995
<S> <C> <C>
Cash and due from banks $ 5,731,070 $ 6,725,460
Federal funds sold 4,700,000 2,965,000
Interest-bearing deposits in other banks 0 250,000
Mortgage loans held for sale (at fair value) 0 5,866,318
Investment securities available for sale 7,686,670 7,821,017
Mortgage-backed securities available for sale 4,271,635 4,390,536
Investment securities held to maturity (aggregate fair value of
$ 17,627,556 as of September 30, 1996 and $13,799,181 as of
December 31, 1995) 17,652,792 13,680,277
Loans (net of allowances for credit losses and deferred loan
fees of $1,737,317 as of September 30, 1996 and $1,506,559 as of
December 31, 1995 106,377,132 98,082,748
Premises and equipment, net 4,288,074 3,650,483
Other assets 4,111,372 3,781,331
------------ ------------
Total assets $154,818,745 $147,213,170
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES
Deposits $137,550,316 $129,205,191
Long-term borrowings 0 1,028,846
Other liabilities 317,836 551,589
------------ ------------
Total liabilities 137,868,152 130,785,626
------------ ------------
SHAREHOLDERS' EQUITY
Preferred stock, $1.00 par value, 2,500,000 shares authorized,
no shares issued and outstanding 0 0
Common stock, $1.00 par value, 7,500,000 shares authorized,
1,544,466 shares issued and outstanding as of
September 30, 1996 and 1,540,066 as of December 31, 1995 1,544,466 1,540,066
Additional paid-in capital 12,814,885 12,775,695
Unrealized holding loss on investment securities available
for sale, net (171,751) (82,407)
Retained earnings 2,762,993 2,194,190
------------ ------------
Total shareholders' equity 16,950,593 16,427,544
------------ ------------
Total liabilities and shareholders' equity $154,818,745 $147,213,170
============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
1
<PAGE> 4
WEST COAST BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SEPTEMBER 30
1996 1995
<S> <C> <C>
Interest income
Interest on loans $2,651,468 $2,640,206
Interest on mortgage-backed securities, taxable 68,168 69,674
Interest on investment securities, taxable 237,417 248,535
Interest on investment securities, nontaxable 85,618 49,423
Other interest income 94,064 81,283
---------- ----------
Total interest income 3,136,735 3,089,121
---------- ----------
Interest expense
Deposits 1,311,673 1,295,255
Borrowings 9,350 13,941
---------- ----------
Total interest expense 1,321,023 1,309,196
---------- ----------
Net interest income 1,815,712 1,779,925
Provision for credit losses 170,365 107,250
---------- ----------
Net interest income after provision for credit losses 1,645,347 1,672,675
---------- ----------
Other Income
Mortgage loan servicing fee 507 29,695
Service charges and other fees 244,571 167,703
Rental income 18,123 3,939
Loss on sale of securities 0 (36,347)
Gain on sale of loan servicing 9,658 152,344
Gain on sale of loans 86,242 90,763
---------- ----------
Total other income 359,101 408,097
---------- ----------
Other operating expenses 1,637,219 1,410,913
---------- ----------
Income before income taxes 367,229 669,859
Provision for income taxes 111,030 257,300
---------- ----------
Net income $ $256,199 $ 412,559
========== ==========
Earnings per share
Net income per share $ 0.17 $ 0.27
========== ==========
Weighted average number of shares outstanding 1,544,466 1,538,417
========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> 5
<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30,
1996 1995
<S> <C>
$7,913,223 $7,283,482
201,257 204,122
719,632 718,634
246,726 129,971
275,193 323,928
---------- ----------
9,356,031 8,660,137
---------- ----------
3,849,500 3,567,470
40,711 39,113
---------- ----------
3,890,211 3,606,583
---------- ----------
5,465,820 5,053,554
550,852 243,527
---------- ----------
4,914,968 4,810,027
---------- ----------
5,725 92,700
713,563 457,869
56,883 10,669
0 (36,347)
209,227 251,631
297,234 205,293
---------- ----------
1,282,632 981,815
---------- ----------
4,940,154 4,079,897
---------- ----------
1,257,446 1,711,945
410,903 641,400
---------- ----------
$ 846,543 $1,070,545
========== ==========
$ 0.55 $ 0.70
========== ==========
1,543,759 1,534,440
========== ==========
</TABLE>
2
<PAGE> 6
WEST COAST BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30,
1996 1995
<S> <C> <C>
NET CASH PROVIDED BY OPERATING ACTIVITIES $ 7,698,348 $ 1,978,306
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital Expenditures (913,444) (563,008)
Purchase of investment securities (10,235,203) (8,922,766)
Maturities of investment securities 6,822,662 5,905,000
Proceeds from sale of investment securities 0 508,962
Proceeds from principal reductions of investment securities 52,778 80,556
Purchase of mortgage-backed securities (497,438) 0
Proceeds from principal reductions of mortgage-backed
securities 550,204 108,982
Proceeds from sale of other real estate owned 1,673,290 166,503
Proceeds from maturities of interest-bearing deposits 250,000 250,000
Net loans to customers (11,523,888) (12,466,464)
----------- -----------
Net cash used in investing activities (13,821,039) (14,932,235)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase (decrease) in demand deposits, NOW, money
market and savings accounts 11,005,021 (3,551,079)
Net increase (decrease) in certificates of deposit (2,878,724) 7,401,043
Proceeds from borrowings 0 1,000,000
Repayment of borrowings (1,028,846) (1,039,360)
Cash dividend paid (277,740) (245,557)
Proceeds from stock options exercised 43,590 54,963
----------- -----------
Net cash provided by financing activities 6,863,301 3,620,010
----------- -----------
Net increase (decrease) in cash and cash equivalents 740,610 (9,333,919)
Cash and cash equivalents at beginning of period 9,690,460 19,276,317
Cash and cash equivalents at end of period $10,431,070 $ 9,942,398
=========== ===========
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING TRANSACTIONS:
Loans transferred to other real estate owned $ 2,681,250 $ 409,713
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE> 7
WEST COAST BANCORP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION:
In the opinion of management, the accompanying unaudited consolidated
condensed financial statements contain all adjustments (consisting of
only normal recurring adjustments) necessary to present fairly the
Company's consolidated financial position as of September 30, 1996 and
the consolidated results of its operations and cash flows for the nine
month period ended September 30, 1996. The results of operations for
the nine month period ended September 30, 1996 are not necessarily
indicative of the results to be expected for the full year. For
further information refer to the consolidated financial statements and
notes thereto included in the Company's annual report on Form 10-KSB
for the year ended December 31, 1995.
2. EARNINGS PER SHARE:
Earnings per share have been computed by dividing net income by the
weighted average number of shares outstanding for each period. Common
stock equivalents in the form of outstanding common stock options and
warrants are not included due to the immaterial impact on dilution of
earnings per share.
3. CAPITAL:
On January 18, 1996, the Company declared a cash dividend of $0.06 per
share which was payable on February 12, 1996 to shareholders of record
on February 2, 1996. On April 19, 1996, the Company declared a cash
dividend of $0.06 per share which was payable on May 13, 1996 to
shareholders of record on May 3, 1996. In addition, a cash dividend
of $0.06 per share was declared by the Company on July 18, 1996, which
was payable on August 12, 1996 to shareholders of record on August 2,
1996.
On June 20, 1996, the Company's Board of Directors authorized the
issuance of stock options for 7,000 shares of the Company's common
stock to Bank directors and senior officers. 500 shares were granted
at an exercise price of $16.50 per share, which was the market price
of record on that date, to each of the ten directors and four senior
officers of record at that time. No shares have been exercised of
those granted.
4. IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS:
Statement of Financial Accounting Standards (SFAS) No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed of," issued by the Financial Accounting
Standards Board (FASB) in March 1995, was effective for the Company
beginning January 1, 1996. SFAS No. 121 requires that long-lived
assets and certain identifiable intangibles to be held and used by an
entity be reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. In performing the review for recoverability, the entity
should estimate the future cash flows expected to result from the use
of the asset and its eventual disposition. If the sum of the expected
future cash flows (undiscounted and without interest charges) is less
than the carrying amount of the asset, an impairment loss is
recognized. Measurement of an impairment loss for long-lived assets
and identifiable intangibles that an entity expects to hold and use
should be based on the fair value of the asset. No change in the
Company's financial statements was required due to the adoption of
SFAS 121.
In May 1995, the FASB issued SFAS No. 122, "Accounting for Mortgage
Servicing Rights." SFAS No. 122 requires companies that engage in
mortgage banking activities to allocate the
4
<PAGE> 8
total cost of the mortgage loans it acquires or originates and then
sells with servicing rights retained between the estimated fair value
of the loans and the capitalized mortgage servicing rights, if
practical. SFAS No. 122 also requires that capitalized mortgage
servicing rights be assessed for impairment based on the fair value of
those rights. The Company adopted SFAS No. 122 as of January 1, 1996
as required. The adoption of the provisions of SFAS No. 122 had no
impact on the financial position of the Company.
In October 1995, SFAS No. 123, "Accounting for Stock-Based
Compensation," was issued and was effective for the Company beginning
January 1, 1996. SFAS No. 123 provides an alternative method of
accounting for stock-based compensation determined by an option
pricing model utilizing various assumptions regarding the underlying
attributes of the options and Company's stock, rather than the
existing method of accounting for stock-based compensation which is
provided in Accounting Practices Bulletin Opinion No. 25, "Accounting
for Stock Issued to Employees" (APB 25). The Company has elected to
apply APB 25 and, therefore, there will be no impact on the
consolidated financial position and consolidated results of operations.
5
<PAGE> 9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
Total assets of the Company at September 30, 1996, compared to December 31,
1995, increased by approximately $7.6 million. Net loans increased
approximately 8%, from $98 to $106 million, which was funded primarily by an
increase in deposits of approximately $8 million or 6.5%. At this time, all
mortgage loans held for sale have been sold, which has resulted in a reduction
of approximately $6 million dollars in this category since December 31, 1995.
Long-term borrowings were also eliminated with repayments of $1,028,846
occurring during the first nine months of this year.
At September 30, 1996, investment securities comprised approximately 16% of the
Company's assets while mortgage-backed securities comprised approximately 3%.
Gross unrealized gains were less than 1% of the investment and mortgage-backed
securities. Gross unrealized losses were approximately 1% of investment and
mortgage-backed securities. Securities are purchased with the intent to use as
part of management's asset/liability management strategy and may be sold in
response to changes in interest rates or for liquidity purposes. There were no
investment securities sold in the first nine months of 1996. Management's
investment strategy for the current year has been to re-invest moneys received
from the maturity of securities and excess funds primarily in U.S. Treasury
bills and notes in a two-year ladder and, also, tax-exempt Florida bonds.
This strategy will enable the Company to take advantage of the current yield
curve.
The interest rate during 1996 remained fairly stable, resulting in little
overall impact on the market value of the Company's investment securities.
During 1990, the OCC issued a final rule amending the leverage capital
requirements applicable to national banks. For all but the most highly rated
banks, the minimum leverage requirement is 3% of total assets plus an
additional 100 to 200 basis points. At September 30, 1996, the Company's
leverage ratio was 10.95 %.
6
<PAGE> 10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (CONTINUED)
RESULTS OF OPERATIONS
The Company's net income for the quarter ended September 30, 1996 was $ 256,199
or $ 0.17 per share compared to the net income reported for the quarter ended
September 30, 1995 of $ 412,559 or $0.27 per share.
Other income, which totaled $1,282,632 for the nine months ended September 30,
1996 increased approximately $ 301,000 or 31% from the corresponding period in
1995. This increase was primarily due to an increase in service charges and
fees of approximately $ 256,000. Other expenses increased $860,000, due
primarily to approximately $ 300,000 in increased operating costs related to
the opening in January 1996 of a new branch, as well as the recording of
expenses, including a provision for possible losses, on the Company's other
real estate owned of approximately $ 350,000. The remaining increase to other
expenses is related to the growth in the Company.
The Company recorded a provision for income taxes of approximately $111,000 for
the third quarter of 1996 compared to approximately $ 257,000 for the third
quarter of 1995. The Company recorded a $170,000 provision to the allowance
for credit losses during the quarter ended September 30, 1996 compared to a
provision of $ 107,000 recorded during the quarter ended September 30, 1995.
This continues the trend established in the first two quarters of 1996 of
recording additional provisions to reflect management's quarterly analysis of
its loan portfolio. Based on the nature of the loan portfolio and prevailing
economic factors, the Company believes that the allowance for credit losses at
September 30, 1996 was sufficient to absorb potential losses in the loan
portfolio. However, there can be no assurance that future provisions will not
be necessary. At September 30, 1996, the Company had 32 non-accrual loans
totaling $ 2,354,108. The amount of interest income the Company would have
recognized for the quarter ended September 30, 1996 had those loans been on an
accrual basis was approximately $ 55,000.
At September 30, 1996, the Company had approximately $ 2,386,000 in other real
estate owned as compared to $ 1,532,000 at December 31, 1995. The increase was
due primarily to a foreclosure on a $621,000 commercial building. Management
is actively seeking buyers for its properties. Management cannot predict the
actual amounts which will be realized from the ultimate sale of these
properties and, as part of the ongoing review process, has assessed the
carrying values of the properties to ensure that the amounts recorded are
reasonable. Management does not believe any potential write-down will have a
material effect on the Company's operations.
7
<PAGE> 11
PART II - OTHER INFORMATION
ITEM 5. OTHER INFORMATION
The Company has engaged the services of Advest, Inc., a
financial advisor ("Advest"), to assist it in evaluating
strategic alternatives available to the Company. In this
capacity, Advest was instructed to analyze business strategies
associated with various branching alternatives, potential
acquisitions and the possible sale of the Company. As a
result of this process, the Company has entered into and
currently is conducting negotiations with another financial
institution regarding its possible acquisition of the Company.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
27.1 Financial Data Schedule (for SEC use only)
99.1 Resolution Relating to Amendment of
Non-Statutory Stock Option Plan With Stock
Appreciation Rights
(b) Reports on Form 8-K. No report on Form 8-K was filed
during the quarter ended September 30, 1996.
8
<PAGE> 12
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
/s/ Michael P. Geml
----------------------------------------
Michael P. Geml, President and
Chief Executive Officer
(Principal Executive Officer)
Date: November 12, 1996
-----------------------------------
/s/ Nicholas J. Panicaro
----------------------------------------
Nicholas J. Panicaro
Chief Financial Officer
(Executive Vice President, Chief
Operating Officer)
Date: November 12, 1996
-----------------------------------
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF WEST COAST BANCORP, INC. FOR THE QUARTER ENDED
MARCH 31,1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-31-1996
<CASH> 6,541,138
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 8,455,000
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 11,789,428
<INVESTMENTS-CARRYING> 15,354,322
<INVESTMENTS-MARKET> 15,362,539
<LOANS> 100,797,944
<ALLOWANCE> 1,145,509
<TOTAL-ASSETS> 153,779,161
<DEPOSITS> 135,401,988
<SHORT-TERM> 0
<LIABILITIES-OTHER> 602,044
<LONG-TERM> 1,000,000
0
0
<COMMON> 1,544,466
<OTHER-SE> 15,230,663
<TOTAL-LIABILITIES-AND-EQUITY> 153,779,161
<INTEREST-LOAN> 2,650,625
<INTEREST-INVEST> 361,494
<INTEREST-OTHER> 88,514
<INTEREST-TOTAL> 3,100,633
<INTEREST-DEPOSIT> 1,273,132
<INTEREST-EXPENSE> 1,288,853
<INTEREST-INCOME-NET> 1,811,780
<LOAN-LOSSES> 133,589
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 1,661,347
<INCOME-PRETAX> 619,574
<INCOME-PRE-EXTRAORDINARY> 619,574
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 408,071
<EPS-PRIMARY> .26
<EPS-DILUTED> .26
<YIELD-ACTUAL> 0
<LOANS-NON> 2,274,000
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 0
<CHARGE-OFFS> 0
<RECOVERIES> 0
<ALLOWANCE-CLOSE> 0
<ALLOWANCE-DOMESTIC> 0
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
<PAGE> 1
EXHIBIT 99.1
WEST COAST BANCORP, INC.
RESOLUTION RELATING TO AMENDMENT OF NON-STATUTORY STOCK
OPTION PLAN WITH STOCK APPRECIATION RIGHTS
WHEREAS, on March 19, 1992, the Board of Directors of West Coast
Bancorp, Inc., (the "Company") duly adopted the Non-statutory Stock Option Plan
with Stock Appreciation Rights ("Stock Option Plan"), pursuant to which it was
intended that officers, key employees, and Directors of the Company would be
eligible to participate in the Stock Option Plan, as described in paragraph 1
of the Stock Option Plan entitled "Purpose and Scope";
WHEREAS, a specifically stated purpose of the Stock Option Plan is to
attract and retain, among others, directors by furnishing additional incentives
whereby present and future directors of the Company may be encouraged to
acquire the Company's stock;
WHEREAS, paragraph 4 of the Stock Option Plan entitled
"Administration" empowers a special committee of the Board of Directors to make
recommendations with respect to the participation in the Stock Option Plan by,
among other, directors of the Company;
WHEREAS, however, notwithstanding the stated purpose of the Stock
Option Plan and the authority of a committee to recommend an award of stock
options to directors thereunder, the final draft of the Stock Option Plan
inadvertently omitted directors in paragraph 5, entitled "Eligibility", as
eligible participants;
WHEREAS, it was the intention of the Board of Directors when
originally adopting the plan, and it continues to be its intention, to include
non-employee directors as eligible participants in the Stock Option Plan; and
WHEREAS, the Board of Directors have determined it to be necessary to
amend the Stock Option Plan in order to clarify any ambiguities regarding the
eligibility of non-employee directors to participate in the Stock Option Plan;
NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors do hereby
amend said Stock Option Plan, to include any and all duly appointed or elected
members of the Board of Directors to participate in the Stock Option Plan as
follows:
1. Paragraph 5 of the Stock Option Plan shall be amended and
restated as follows:
"5. Eligibility.
The Board, upon recommendations of the Committee, may
grant Non-statutory Stock Options and Stock
Appreciation Rights to any officer, key executive,
duly elected or appointed
<PAGE> 2
member of the Board of Directors, administrative or
other employee (including an employee who is a
director) of the Company. Options may be awarded by
the Board at any time and from time to time to new
Participants, or to a greater or lesser number of
Participants, and may include or exclude previous
Participants, as the Board, upon recommendation by
the Committee shall determine
2. Section 7.01 of Paragraph 7 of the Stock Option Plan shall be
amended and restated as follows:
"7.01 Employment Agreement. The Board may, in its
discretion, include in any Option granted under the Plan to a
Participant who also is an employee of the Company that such
Participant shall agree to remain in the employ, of, and
render services to, the Company for a period of time
(specified in the agreement)following the date the Option is
granted. No such agreement shall impose upon the Company,
however, any obligation to employ such Participant for any
period of time."
3. Section 8.01 of Paragraph 8 of the Stock Option Plan shall be
amended and restated as follows:
"8.01 Employment Agreement. The Board may, in its
discretion, include in any Stock Appreciation Rights granted
under the Plan to a Participant who also is an employee of the
Company that such Participant shall agree to remain in the
employ of, and render services to, the Company for a period of
time (specified in the agreement) following the date the Stock
Appreciation Right is granted. No such agreement shall impose
upon the Company, however, any obligation to employ such
Participant for any period of time".
4. Paragraph 10 of the Stock Option shall be revised and amended
as follows:
(a) The first sentence shall be revised by inserting the
phrase "or service on the Board of Directors", after
the word "employment" but before the comma in the
first and fifth lines of this paragraph.
(b) The third sentence of this paragraph shall be revised
by inserting the phrase, "or service on the Board of
Directors" after the first appearance of the word
"employment" in this sentence.
<PAGE> 3
5. Paragraph 11 of the Stock Option Plan shall be revised and
amended by inserting the phrase ", or while serving on the Board of Directors
of," after the word "by" and before the word "Company" in the first line of
this paragraph.
6. Paragraph 16 of the Stock Option Agreement is amended by
revising the heading to state as follows: "16. Agreement and Representation of
Participants".
RESOLVED, that the Non-Statutory Stock Option Agreement with Stock
Appreciation Rights entered into with Participants in connection with a grant
of an option under the Stock Option Plan shall be similarly revised as
appropriate to reflect the amendments made to the Stock Option Plan pursuant to
the foregoing resolution; and
RESOLVED, that the President and officers of the Company are hereby
authorized, empowered, and directed to take and to perform or cause to be taken
and performed, in the name of the Company, all such further actions and things
as may be necessary, advisable, convenient, or proper to carry out the intent
of the foregoing.
I, Stephen R. Zellner, hereby certify that I am the duly appointed
Secretary of West Coast Bancorp, Inc., and that the above Resolutions are a
true and correct document, adopted at the meeting of the Board of Directors of
said Company held on June 20, 1996, in which a quorum was present and acting,
and that said Resolutions amending the Stock Option Plan were unanimously
approved by the Board of Directors of the Company.
/s/ Stephen R. Zellner
----------------------------------------
Stephen R. Zellner, Secretary
Dated this June 20, 1996
