UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
WEST COAST BANCORP
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
952145100
(CUSIP Number)
Red Mountain Capital Partners LLC
Attn: Willem Mesdag
10100 Santa Monica Boulevard, Suite 925
Los Angeles, California 90067
Telephone (310) 432-0200
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
April 29, 2010
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ¨
Note.Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* | | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. 952145100 | | SCHEDULE 13D/A | | PAGE 2 OF 9 PAGES |
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1 | | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Red Mountain Capital Partners LLC 73-1726370 | | |
2 | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) ¨ | | |
3 | | SEC USE ONLY | | |
4 | | SOURCE OF FUNDS* AF (See Item 3) | | |
5 | | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIREDPURSUANT TO ITEMS 2(d) or 2(e) | | ¨ |
6 | | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 7 | | SOLE VOTING POWER 3,507,551 shares (See Item 5) | | |
| 8 | | SHARED VOTING POWER None (See Item 5) | | |
| 9 | | SOLE DISPOSITIVE POWER 3,507,551 shares (See Item 5) | | |
| 10 | | SHARED DISPOSITIVE POWER None (See Item 5) | | |
11 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,507,551 shares (See Item 5) | | |
12 | | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDESCERTAIN SHARES* | | ¨ |
13 | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.8% (See Item 5) | | |
14 | | TYPE OF REPORTING PERSON* OO – Limited Liability Company | | |
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CUSIP No. 952145100 | | SCHEDULE 13D/A | | PAGE 3 OF 9 PAGES |
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1 | | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Red Mountain Capital Partners II, L.P. 20-4117535 | | |
2 | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) ¨ | | |
3 | | SEC USE ONLY | | |
4 | | SOURCE OF FUNDS* WC (See Item 3) | | |
5 | | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIREDPURSUANT TO ITEMS 2(d) or 2(e) | | ¨ |
6 | | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 7 | | SOLE VOTING POWER 3,507,551 shares (See Item 5) | | |
| 8 | | SHARED VOTING POWER None (See Item 5) | | |
| 9 | | SOLE DISPOSITIVE POWER 3,507,551 shares (See Item 5) | | |
| 10 | | SHARED DISPOSITIVE POWER None (See Item 5) | | |
11 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,507,551 shares (See Item 5) | | |
12 | | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDESCERTAIN SHARES* | | ¨ |
13 | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.8% (See Item 5) | | |
14 | | TYPE OF REPORTING PERSON* PN – Limited Partnership | | |
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CUSIP No. 952145100 | | SCHEDULE 13D/A | | PAGE 4 OF 9 PAGES |
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1 | | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) RMCP GP LLC 20-4442412 | | |
2 | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) ¨ | | |
3 | | SEC USE ONLY | | |
4 | | SOURCE OF FUNDS* AF (See Item 3) | | |
5 | | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIREDPURSUANT TO ITEMS 2(d) or 2(e) | | ¨ |
6 | | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 7 | | SOLE VOTING POWER 3,507,551 shares (See Item 5) | | |
| 8 | | SHARED VOTING POWER None (See Item 5) | | |
| 9 | | SOLE DISPOSITIVE POWER 3,507,551 shares (See Item 5) | | |
| 10 | | SHARED DISPOSITIVE POWER None (See Item 5) | | |
11 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,507,551 shares (See Item 5) | | |
12 | | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDESCERTAIN SHARES* | | ¨ |
13 | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.8% (See Item 5) | | |
14 | | TYPE OF REPORTING PERSON* OO – Limited Liability Company | | |
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CUSIP No. 952145100 | | SCHEDULE 13D/A | | PAGE 5 OF 9 PAGES |
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1 | | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Red Mountain Capital Management, Inc. 13-4057186 | | |
2 | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x | | |
3 | | SEC USE ONLY | | |
4 | | SOURCE OF FUNDS* AF (See Item 3) | | |
5 | | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIREDPURSUANT TO ITEMS 2(d) or 2(e) | | ¨ |
6 | | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 7 | | SOLE VOTING POWER 3,507,551 shares (See Item 5) | | |
| 8 | | SHARED VOTING POWER None (See Item 5) | | |
| 9 | | SOLE DISPOSITIVE POWER 3,507,551 shares (See Item 5) | | |
| 10 | | SHARED DISPOSITIVE POWER None (See Item 5) | | |
11 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,507,551 shares (See Item 5) | | |
12 | | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDESCERTAIN SHARES* | | ¨ |
13 | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.8% (See Item 5) | | |
14 | | TYPE OF REPORTING PERSON* CO – Corporation | | |
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CUSIP No. 952145100 | | SCHEDULE 13D/A | | PAGE 6 OF 9 PAGES |
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1 | | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Willem Mesdag | | |
2 | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x | | |
3 | | SEC USE ONLY | | |
4 | | SOURCE OF FUNDS* AF (See Item 3) | | |
5 | | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | | ¨ |
6 | | CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen | | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 7 | | SOLE VOTING POWER 3,507,551 shares (See Item 5) | | |
| 8 | | SHARED VOTING POWER None (See Item 5) | | |
| 9 | | SOLE DISPOSITIVE POWER 3,507,551 shares (See Item 5) | | |
| 10 | | SHARED DISPOSITIVE POWER None (See Item 5) | | |
11 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,507,551 shares (See Item 5) | | |
12 | | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDESCERTAIN SHARES* | | ¨ |
13 | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.8% (See Item 5) | | |
14 | | TYPE OF REPORTING PERSON* IN – Individual | | |
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CUSIP No. 952145100 | | SCHEDULE 13D/A | | PAGE 7 OF 9 PAGES |
This Amendment No. 1 amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on February 18, 2010 (together, this “Schedule 13D”), by (i) Red Mountain Capital Partners LLC, a Delaware limited liability company (“RMCP LLC”), (ii) Red Mountain Capital Partners II, L.P., a Delaware limited partnership (“RMCP II”), (iii) RMCP GP LLC, a Delaware limited liability company (“RMCP GP”), (iv) Red Mountain Capital Management, Inc., a Delaware corporation (“RMCM”), and (v) Willem Mesdag, a natural person and citizen of the United States of America, with respect to the common stock, no par value (the “Common Stock”), of West Coast Bancorp, an Oregon corporation (“West Coast”). RMCP LLC, RMCP II and RMCP GP are sometimes collectively referred to herein as “Red Mountain.” Red Mountain, RMCM and Mr. Mesdag are sometimes collectively referred to herein as the “Reporting Persons.” The filing of any amendment to this Schedule 13D (including the filing of this Amendment No. 1) shall not be construed to be an admission by the Reporting Persons that a material change has occurred in the facts set forth in this Schedule 13D or that such amendment is required under Rule 13d-2 of the Securities Exchange Act of 1934, as amended.
ITEM 5. | INTEREST IN SECURITIES OF THE ISSUER. |
Item 5 of this Schedule 13D is hereby amended to add the following information:
On April 15, 2010, RMCP II sold 100,000 shares of Common Stock on the open market at an average price of $2.9216 per share.
On April 16, 2010, RMCP II sold 30,061 shares of Common Stock on the open market at an average price of $2.8445 per share.
On April 19, 2010, RMCP II sold 28,889 shares of Common Stock on the open market at an average price of $2.7697 per share.
On April 20, 2010, RMCP II sold 56,700 shares of Common Stock on the open market at an average price of $2.9367 per share.
On April 21, 2010, RMCP II sold 140,044 shares of Common Stock on the open market at an average price of $3.0664 per share.
On April 22, 2010, RMCP II sold 50,000 shares of Common Stock on the open market at an average price of $2.8957 per share.
On April 23, 2010, RMCP II sold 133,246 shares of Common Stock on the open market at an average price of $2.9995 per share.
On April 27, 2010, RMCP II sold 155,609 shares of Common Stock on the open market at an average price of $3.3528 per share.
On April 28, 2010, RMCP II sold 100,200 shares of Common Stock on the open market at an average price of $3.2879 per share.
On April 29, 2010, RMCP II sold 139,400 shares of Common Stock on the open market at an average price of $3.2329 per share.
After giving effect to such sales, the Reporting Persons may be deemed to beneficially own 3,507,551 shares of Common Stock, representing approximately 3.8% of the outstanding Common Stock1. The Reporting Person have ceased to be beneficial owners of more than 5% of the outstanding Common Stock. Accordingly, this is the final amendment to this Schedule 13D and an exit filing for the Reporting Persons.
1 | All calculations of percentage ownership in this Schedule 13D are based on approximately 92,077,000 shares of Common Stock outstanding as of March 31, 2010, as reported in the Exhibit 99.1 to Form 8-K, which was filed by West Coast with the Securities and Exchange Commission on April 26, 2010. |
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CUSIP No. 952145100 | | SCHEDULE 13D/A | | PAGE 8 OF 9 PAGES |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: April 30, 2010
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RED MOUNTAIN CAPITAL PARTNERS LLC |
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| | /s/ WILLEM MESDAG |
By: | | Willem Mesdag |
Title: | | Authorized Signatory |
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RED MOUNTAIN CAPITAL PARTNERS II, L.P. |
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By: | | RMCP GP LLC, its general partner |
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| | | | /s/ WILLEM MESDAG |
| | By: | | Willem Mesdag |
| | Title: | | Authorized Signatory |
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RMCP GP LLC |
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| | /s/ WILLEM MESDAG |
By: | | Willem Mesdag |
Title: | | Authorized Signatory |
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RED MOUNTAIN CAPITAL MANAGEMENT, INC. |
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| | /s/ WILLEM MESDAG |
By: | | Willem Mesdag |
Title: | | President |
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WILLEM MESDAG |
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| | /s/ WILLEM MESDAG |
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CUSIP No. 952145100 | | SCHEDULE 13D/A | | PAGE 9 OF 9 PAGES |
EXHIBIT INDEX
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Exhibit No. | | Description of Exhibit |
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1 | | Joint Filing Agreement, dated as of February 18, 2010, by and among the Reporting Persons (incorporated by reference to Exhibit 1 to the Schedule 13D filed by the Reporting Persons with the SEC on February 18, 2010). |