FORM 10-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1993
Commission file number: 0-9876
WEST ONE BANCORP
(Exact name of Registrant as specified in its charter)
Idaho 82-0362647
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
101 S. Capitol Boulevard, P.O. Box 8247, Boise, Idaho 83733
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (208) 383-7000
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock,
$1.00 Par Value
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 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
Indicate by check mark if disclosure of delinquent filing pursuant to Item 405
of Regulation S-K is not contained herein and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [ X ]
The aggregate market value of the voting stock held by nonaffiliates of the
Registrant was $930,090,433 at February 28, 1994, based on the closing price
of such stock in the over-the-counter market as reported by NASDAQ(NMS).
As of February 28, 1994, 34,932,974 shares of the Registrant's common stock,
$1.00 par value, were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's Annual Report to Shareholders for the year ended
December 31, 1993 (1993 Annual Report to Shareholders), are incorporated by
reference in Part I and Part II hereof.
Portions of the definitive proxy statement dated March 8, 1994, for the 1994
annual meeting of shareholders of the Registrant (Proxy Statement) are
incorporated by reference in Part III hereof.
EXHIBIT INDEX IS LOCATED ON PAGE 19
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INDEX
Page of This
Report
PART I
Item 1 - Business 3
Item 2 - Properties 11
Item 3 - Legal Proceedings 11
Item 4 - Submission of Matters to a Vote of Security Holders 11
- Executive Officers of the Registrant 12
PART II
Item 5 - Market for Registrant's Common Equity
and Related Stockholder Matters 14
Item 6 - Selected Financial Data 14
Item 7 - Management's Discussion and Analysis of Financial
Condition and Results of Operations 14
Item 8 - Financial Statements and Supplementary Data 14
Item 9 - Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure 14
PART III
Item 10 - Directors and Executive Officers of the Registrant 15
Item 11 - Executive Compensation 15
Item 12 - Security Ownership of Certain Beneficial
Owners and Management 15
Item 13 - Certain Relationships and Related Transactions 15
PART IV
Item 14 - Exhibits, Financial Statement Schedules,
and Reports on Form 8-K 15
SIGNATURES 16
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PART I
ITEM 1 - BUSINESS
West One Bancorp, (the Registrant) is an Idaho corporation formed in 1981 as
a bank holding company subject to regulation under the Bank Holding Company Act
of 1956, as amended, and is registered with the Board of Governors of the
Federal Reserve System (Federal Reserve Board).
The Registrant's principal subsidiary is West One Bank, Idaho in Boise, Idaho.
Other subsidiaries include West One Bank, Washington in Seattle, Washington;
West One Bank, Utah in Salt Lake City, Utah; West One Bank, Oregon in Portland,
Oregon; West One Bank, Oregon, S.B. in Hillsboro, Oregon; Idaho First Bank in
Boise, Idaho; West One Financial Services, Inc. in Boise, Idaho; West One Trust
Company in Salt Lake City, Utah; West One Trust Company, Washington in
Bellevue, Washington; and West One Life Insurance Company in Boise, Idaho.
The Registrant, through its subsidiaries, provides a wide variety of financial
services to corporate and institutional customers, governments, individuals,
and other financial institutions. Such services include domestic commercial
banking, investment and funds management, personal banking, trust operations,
corporate services, mortgage banking and credit life insurance. As of December
31, 1993, the Registrant and its subsidiaries employed approximately 4,477
full-time equivalent employees.
WEST ONE BANK, IDAHO
West One Bank, Idaho (West One, Idaho) was founded in 1867 in Boise, Idaho, and
was the second national bank to be established west of the Rocky Mountains.
When branch banking was authorized in 1933, West One, Idaho acquired three
affiliated banks, thus beginning the development of its present statewide
banking organization in Idaho.
West One, Idaho is an Idaho-chartered bank supervised and regulated at the
state level by the Director of the Idaho Department of Finance and at the
federal level by the Federal Reserve Board. West One, Idaho is insured by
the Bank Insurance Fund (BIF) and is therefore also subject to regulations
issued by the FDIC. (See "Supervision and Regulation - Other Regulations.")
On January 21, 1994, West One, Idaho acquired Idaho State Bank with assets of
$48 million in exchange for 133,332 shares of the Registrant's common stock.
The transaction is a pooling of interests in 1994. Idaho State Bank's
financial position and results of operations are not material to West One's
financial position and results of operations.
Idaho is the primary market area of West One, Idaho. West One, Idaho offers
a full range of commercial and personal banking and trust services. Its
corporate banking department provides a broad range of customized credit
products and services to middle market and large corporate borrowers. The
principal industries in Idaho include agriculture, forest products, services,
tourism, mining and manufacturing.
The banking business in Idaho is highly competitive. West One, Idaho competes
for deposits, loans, and trust accounts with other banks and financial
institutions. At December 31, 1993, West One had $3.9 billion in assets and
79 branches. Based on assets of $3.8 billion at September 30, 1993, West One,
Idaho is the largest bank in Idaho. In 1993, approximately 20 banks with
approximately 306 branches were actively engaged in banking in Idaho.
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WEST ONE BANK, WASHINGTON
West One Bank, Washington, (West One, Washington), a full-service commercial
bank, has 53 branches principally in the Puget Sound region, Yakima, Spokane
and the Tri-Cities, with assets of $1.9 billion at December 31, 1993. West
One, Washington is regulated by the State of Washington, and deposits are
insured by the FDIC.
On December 31, 1993, West One, Washington and West One Bank, Eastern
Washington (formerly Yakima Valley Bank and Ben Franklin National Bank) merged
under the name West One, Washington. West One, Washington now includes the
operations of the former Community Bank of Renton, First Security Bank of
Tacoma, Bank of Tacoma, First Western Bank, West One Bank, Spokane, Yakima
Valley Bank and Ben Franklin National Bank.
At September 30, 1993, West One, Washington and West One Bank, Eastern
Washington had combined assets of $1.9 billion making it the sixth largest bank
in Washington. In 1993, approximately 103 banks with approximately 1,052
branches were actively engaged in banking in Washington.
In May 1993, Ben Franklin National Bank with assets of $37 million was acquired
in exchange for 206,254 shares of the Registrant's common stock. The
transaction was accounted for as a pooling of interests. Ben Franklin National
Bank's financial position and results of operations were not material to the
Registrant's financial position and results of operations, and prior year
financial statements have not been restated.
WEST ONE BANCORP, WASHINGTON
West One Bancorp, Washington, a bank holding company purchased in 1988, was
merged into the Registrant on April 30, 1993.
WEST ONE BANK, UTAH
West One Bank, Utah, (West One, Utah), chartered in 1909 and acquired in
November 1985, is a state-chartered, full-service commercial bank based in Salt
Lake City, Utah. As of December 31, 1993, West One, Utah had 23 branches and
$703 million in total assets. West One, Utah is regulated by the Federal
Reserve Board, and deposits are insured by the FDIC.
At September 30, 1993, West One, Utah had $689 million in total assets making
it the sixth largest bank in Utah. In 1993, approximately 50 banks with
approximately 424 offices were actively engaged in banking in Utah.
WEST ONE BANK, OREGON
West One Bank, Oregon, (West One, Oregon), acquired in 1983, operates as a
state-chartered, full-service commercial bank with operations concentrated in
the western Oregon market area. As of December 31, 1993, West One, Oregon had
21 branches and $602 million in total assets. West One, Oregon is regulated
by the State of Oregon, and deposits are insured by the FDIC.
WEST ONE BANK, OREGON, S.B.
West One Bank, Oregon, S.B., acquired in 1991, is a state-chartered,
full-service savings bank based in Hillsboro, Oregon. As of December 31, 1993,
West One Bank, Oregon, S.B. had 14 branches and $428 million in total assets.
West One Bank, Oregon, S.B. is regulated by the State of Oregon, and deposits
are insured by the FDIC.
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West One, Oregon and West One Bank, Oregon, S.B. combined had total assets of
$1.0 billion as of September 30, 1993, making it the fifth largest bank in
Oregon.
IDAHO FIRST BANK
Idaho First Bank was formed by the Registrant in 1989. Idaho First Bank is an
Idaho-chartered bank supervised and regulated at the state level by the
Director of the Idaho Department of Finance and at the federal level by the
Federal Reserve Board. Idaho First Bank, which is insured by the BIF, offers
electronic banking services to the Registrant's cardholders through the
affiliates' automated teller machine (ATM) network (AWARD); Cirrus/Mastercard,
STAR System, and Exchange NW (Oregon and Washington) ATM; and ACCEL and Explore
on-line debit point-of-sale networks; VISA and Mastercard credit cards;
merchant bankcard and VISA Check Card Services. As of December 31, 1993, Idaho
First Bank had $216 million in total assets.
As of December 31, 1993, the ATM network totaled 189 branch and retail ATMs,
including 74 in Idaho, 58 in Washington, 29 in Oregon, and 5 in Nevada.
WEST ONE FINANCIAL SERVICES, INC.
West One Financial Services, Inc. services residential and commercial mortgage
portfolios for long-term investors. Total loans serviced, including loans
serviced for the Registrant's affiliates, were $2.2 billion as of
December 31, 1993.
WEST ONE TRUST COMPANY
West One Trust Company, acquired by the Registrant in 1982, operates offices
in Salt Lake City, Utah and Portland, Oregon. West One Trust Company provides
fiduciary, investment management and related services for corporate,
institutional and individual clients.
WEST ONE TRUST COMPANY, WASHINGTON
West One Trust Company, Washington, formed by the Registrant in 1991, is a
state-chartered trust company based in Bellevue, Washington. West One Trust
Company, Washington provides fiduciary, investment management and related
services for corporate, institutional and individual clients.
WEST ONE LIFE INSURANCE COMPANY
West One Life Insurance Company underwrites credit life and credit disability
policies for borrowers of West One Bancorp affiliates.
WEST ONE BANCORP, THE PARENT COMPANY
The Parent Company provides a variety of services to affiliates. Through its
Data Processing Center in Boise, the Registrant processes demand deposit
accounts, savings accounts, installment credit loans, commercial loans and real
estate loans for a majority of its subsidiaries. Most branches have on-line
teller terminals which provide direct access to the centralized computer system
and permit faster processing of customer transactions.
SUPERVISION AND REGULATION
The Registrant's banking subsidiaries are affected by the policies of
regulatory authorities, including the monetary policy of the Federal Reserve
Board. In order to mitigate recessionary and inflationary pressures, the
Federal Reserve Board uses a variety of money supply management techniques,
including engaging in open market operations in United States Government
securities, changing the discount rate on member bank borrowings, and changing
reserve requirements against member bank deposits. The impact of current
economic conditions on the policies of the Federal Reserve Board and other
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regulatory authorities and their effect on the future business and earnins of
the Registrant cannnot be predicted with assurance.
The Registrant is subject to regulation under the Bank Holding Company Act of
1956, as amended. Under that Act, the Registrant is required to obtain the
approval of the Federal Reserve Board before it may acquire all or
substantially all of the assets of any bank or ownership or control of any
voting securities of any bank not already majority owned if, after giving
effect to the acquisition, the Registrant would own or control more than five
percent of the voting shares of such bank.
The Bank Holding Company Act of 1956 generally does not permit the Federal
Reserve Board to approve an acquisition by a bank holding company of voting
shares or assets of a bank located outside the state in which the operations
of its banking subsidiaries are principally conducted unless the acquisition
is specifically authorized by the statutes of the states in which the banks are
located. Each of the states in the Registrant's marketing area have adopted
legislation that permits bank acquisition by out-of-state bank holding
companies, with certain restrictions.
The Bank Holding Company Act of 1956 also prohibits, with certain exceptions,
the Registrant from engaging in or acquiring direct or indirect control of more
than five percent of the voting shares of any company engaged in nonbanking
activities. One of the principal exceptions to this prohibition applies to
activities found by the Federal Reserve Board to be so closely related to
banking as to be a proper incident thereto. Some of the activities which the
Federal Reserve Board has determined by regulation to be closely related to
banking are: mortgage banking, certain data processing operations, personal
property leasing on a full payout basis and operation of a consumer finance
business. The Registrant is not subject to territorial restrictions on the
operations of nonbank subsidiaries.
The Registrant and its subsidiaries are prohibited from engaging in certain
"tie-in" arrangements in connection with extensions of credit or provision of
any property or service. Also, the Registrant's banking subsidiaries are
subject to restrictions on loans to the Registrant or its subsidiaries,
investments in stock or other securities of the Registrant or its subsidiaries,
or advances to any borrower collateralized by such stock or other securities.
In December 1991, Congress enacted the Federal Deposit Insurance Corporation
Improvement Act of 1991 ("FDICIA"), which substantially revises the bank
regulatory and funding provisions of the Federal Deposit Insurance Act and
makes revisions to several other federal banking statutes.
In addition to establishing minimum capital requirements, FDICIA directs that
each federal banking agency prescribe standards for depository institutions and
depository institution holding companies relating to internal controls,
information systems, internal audit systems, loan documentation, credit
underwriting, interest rate exposure, asset growth, compensation, a maximum
ratio of classified assets to capital and such other standards as the agency
deems appropriate.
FDICIA also contains a variety of other provisions that may affect the
operations of the Registrant including new reporting requirements, revised
regulatory standards for real estate lending, "truth in savings" provisions,
and the requirement that a depository institution give 90 days' notice to
customers and regulatory authorities before closing any branch.
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STATISTICAL INFORMATION
The statistical information is included herein or is incorporated by reference
from the following pages of the Registrant's 1993 Annual Report to
Shareholders.
Page Number
Annual Report
Disclosure to Shareholders Form 10-K
I. Distribution of Assets, Liabilities
and Shareholders' Equity; Interest
Rates and Interest Differential 18-19
II. Investment Portfolio 37 8
III.Loan Portfolio 20-21 9-10
IV .Summary of Loan Loss Experience 23-25 10
and 38
V. Deposits 22-23 11
VI. Return on Equity and Assets 14
VII.Short-Term Borrowings 40
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II. INVESTMENT PORTFOLIO
The book value of securities at December 31 follows:
Book Value
(Dollars in thousands) 1993 1992 1991
Available for sale:
United States Treasury securities $ 292,078 $ 18,373 $ -
United States Government agencies 261,487 31,061 -
Mortgage-backed securities 298,695 68,750 -
Other 208,390 42,805 -
Total available for sale $1,060,650 $ 160,989 $ -
Held to maturity:
United States Treasury securities $ - $ 287,732 $ 245,525
United States Government agencies - 281,852 292,826
State and municipal bonds 565,165 362,110 209,548
Mortgage-backed securities - 343,236 292,875
Other - 221,550 179,097
Total held to maturity 565,165 1,496,480 1,219,871
Total securities $1,625,815 $1,657,469 $1,219,871
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III. LOAN PORTFOLIO
Total loans, net of unearned income, at December 31 follow:
(Dollars in thousands) 1993 1992 1991 1990 1989
Real estate $2,150,835 $1,734,076 $1,179,101 $1,083,381 $ 954,487
Commercial, financial
and agricultural 1,996,865 1,787,451 1,379,891 1,292,733 1,166,383
Consumer 1,038,678 875,203 797,076 797,877 718,927
Leases 168,119 135,183 141,383 118,226 95,173
Total $5,354,497 $4,531,913 $3,497,451 $3,292,217 $2,934,970
Loans outstanding at December 31, 1993, (other than consumer and mortgage
loans, and leases which are ordinarily on a term basis with installment
repayment requirements) segregated by maturity ranges follow:
Commercial,
Financial and
Agricultural
Maturity of loans
One year or less $1,337,517
Over one year but less
than five years 555,395
Over five years 103,953
Total $1,996,865
Sensitivity of loans to changes
in interest rates - loans
due after one year
Fixed rate $ 242,344
Floating rate 417,004
Total $ 659,348
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A loan or lease is placed on nonaccrual status when timely collection of
interest becomes doubtful. Interest payments received on nonaccrual loans and
leases are applied to principal if collection of principal is doubtful or
reflected as interest income on a cash basis. Loans and leases are removed
from nonaccrual status when they are current and collectibility of principal
and interest is no longer doubtful.
Income foregone on nonaccrual and restructured loans, net of tax, was
$1,086,000, $1,650,000 and $3,662,000 for the years ended December 31, 1993,
1992 and 1991, respectively.
United States dollar denominated, interest bearing short-term investments
located in foreign banks including United States branches of foreign banks,
exceeding .75% of total assets follows:
(Dollars in thousands)
COUNTRY 1993 1992 1991
Japan $ - $ - $72,000
Canada - 85,000 -
United Kingdom - 57,400 -
IV. SUMMARY OF LOAN LOSS EXPERIENCE
The allowance for credit losses by category and the percentage of gross loans
by category to total loans for the past five years follow:
(Dollars in thousands) Commercial,
Financial and
Real Estate Agricultural Consumer Leases Unallocated Total
1993
Amount $30,100 $27,900 $14,500 $2,400 $23 $74,923
Percent 40.18% 37.24% 19.35% 3.20% .03% 100%
1992
Amount $26,100 $26,900 $13,200 $2,000 $43 $68,243
Percent 38.25% 39.42% 19.34% 2.93% .06% 100%
1991
Amount $17,900 $20,900 $12,100 $2,100 $48 $53,048
Percent 33.74% 39.40% 22.81% 3.96% .09% 100%
1990
Amount $15,700 $18,800 $11,600 $1,700 $23 $47,823
Percent 32.83% 39.31% 24.26% 3.55% .05% 100%
1989
Amount $16,200 $19,700 $12,200 $1,600 $55 $49,755
Percent 32.56% 39.59% 24.52% 3.22% .11% 100%
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V. DEPOSITS
Time certificates of deposits $100,000 and over as of December 31, 1993,
segregated by maturity ranges follow:
(Dollars in thousands) Within Three Six to Over
Three To Six Twelve Twelve
Months Months Months Months Total
Time certificates $100,000 and over $201,040 $ 88,532 $ 75,844 $105,127 $470,543
ITEM 2 - PROPERTIES
The Registrant's main office, owned by West One, Idaho, is located in a
19-story building in downtown Boise, Idaho. The building, completed in 1978,
contains approximately 285,000 square feet of which approximately 172,000
square feet are utilized by the Registrant and the remainder is leased or
available for lease to others. In addition, the Registrant owns 73 of 77
branch buildings in Idaho, 16 of 22 branch buildings in Utah, 16 of 33 branch
buildings in Oregon, 35 of 51 branch buildings in Washington, and 8 of 28
support service buildings. Remaining facilities are leased from others for
terms expiring between 1994 and 2017.
ITEM 3 - LEGAL PROCEEDINGS
Various legal proceedings arising in the normal course of business are pending
against subsidiaries of the Registrant. In the opinion of management, the
resulting liability, if any, from these proceedings will not have a material
impact on the Registrant's financial position or results of operations.
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders of the Registrant
during the quarter ended December 31, 1993.
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EXECUTIVE OFFICERS OF THE REGISTRANT
The names, positions, ages and background of the executive officers of the
Registrant, as of January 1, 1994, are set forth below:
Name Position Age
Daniel R. Nelson Chairman of the Board of Directors 56
and Chief Executive Officer of the Registrant
D. Michael Jones President and Director of the Registrant 51
Robert J. Lane Executive Vice President of the Registrant 48
and President and Chief Executive Officer
of West One, Idaho
Scott M. Hayes Executive Vice President and Chief 46
Financial Officer of the Registrant
Terrance J. Dobson Executive Vice President of the Registrant 53
Dwight V. Board Senior Vice President, Secretary and General 49
Counsel of the Registrant
Jim A. Peterson Senior Vice President, Controller and Principal 38
Accounting Officer of the Registrant
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Mr. Nelson joined the Registrant in 1984. He was named an Executive Vice
President of the Registrant in 1984 and elected President and Chief Operating
Officer of the Registrant in 1985. In August, 1986, he was elected Chairman
and Chief Executive Officer of West One, Idaho. In January, 1987, Mr. Nelson
was elected Chairman of the Board and Chief Executive Officer of the
Registrant. Mr. Nelson serves as a Chairman of the Board of West One, Idaho
and a Director of the Registrant; West One, Idaho; and West One, Washington;
and also as an officer of the Registrant and West One, Idaho.
Mr. Jones joined the Registrant in 1987. He was elected President of the
Registrant in 1987. Mr. Jones serves as Chairman of the Board of West One,
Washington and a Director of the Registrant; West One, Utah; West One, Oregon;
and West One, Washington.
Mr. Lane joined West One, Idaho in 1983 as Vice President and Senior Credit
Officer. In 1985, he was elected President of West One Financial Services.
Later that same year, he was elected President and Chief Operating Officer of
West One, Idaho and also became a Director of West One, Idaho. In 1987, he was
named President and Chief Executive Officer of West One, Idaho. Mr. Lane was
elected Executive Vice President of the Registrant in January 1991.
Mr. Hayes joined West One, Idaho in 1981 as Vice President of Money Desk
operations. In 1985, he was elected Vice President of the Registrant, and in
1986 he was elected a Senior Vice President of the Registrant. In 1987, he was
named Executive Vice President and Chief Financial Officer of the Registrant.
Mr. Dobson joined the Registrant in 1990 as Executive Vice President of the
Capital Management Group. From 1987 through 1990, Mr. Dobson was with U.S.
Bancorp as Senior Vice President of Corporate Development and then Executive
Vice President of the Investment Services Group.
Mr. Board joined West One, Idaho in 1971 as Legal Counsel. In 1981, he was
elected Vice President, Secretary and General Counsel of the Registrant. He
was elected Senior Vice President of the Registrant in 1990.
Mr. Peterson joined the Registrant in 1982. In January, 1987, he was
elected Vice President of the Registrant. In 1990, he was elected Vice
President and Controller. He was elected Senior Vice President and Controller
in January 1993, and serves as principal accounting officer of the Registrant.
The executive officers of the Registrant also serve as officers and/or
Directors of several other affiliated companies.
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PART II
ITEM 5 - MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Items relating to market price for the Registrant's common equity and related
stockholder matters included in the 1993 Annual Report to Shareholders at the
pages indicated, are herein incorporated by reference.
Page of 1993 Annual
Report to Shareholders
Shareholders' Equity and Capital Adequacy 15
Quarterly Common Stock Statistics 16
Shareholders' Equity, Note 9 43
Regulatory Requirements and Restrictions, Note 14 50
ITEM 6 - SELECTED FINANCIAL DATA
Selected Financial Data of the Registrant on page 12 of the 1993 Annual Report
to Shareholders is incorporated herein by reference.
ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Management's Discussion and Analysis of Financial Condition and Results of
Operations set forth on pages 13-26 of the 1993 Annual Report to Shareholders
is incorporated herein by reference.
ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The consolidated financial statements and Report of Independent Public
Accountants listed in the Index to Financial Statements and Schedules on page
15 of this Annual Report on Form 10-K and included in the 1993 Annual Report
to Shareholders are incorporated herein by reference. Quarterly Financial Data
on page 27 of the 1993 Annual Report to Shareholders is incorporated herein by
reference.
ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
There were no changes in accountants within the last 24 months, nor were there
reportable disagreements with the Registrant's independent public accountants
on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure.
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PART III
ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information on pages 2-4 in the March 8, 1994 Proxy Statement is
incorporated herein by reference. Reference is made to "Executive Officers of
the Registrant" in Part I of this Annual Report on Form 10-K for additional
information regarding the executive and management officers of the Registrant.
There are no family relationships among the directors or the executive and
management officers.
ITEM 11 - EXECUTIVE COMPENSATION
The information on pages 6-10 in the March 8, 1994 Proxy Statement is
incorporated herein by reference.
ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information regarding security ownership of certain beneficial owners and
management included in the March 8, 1994 Proxy Statement on pages 4-5 is
incorporated herein by reference.
ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information in the sixth paragraph on page 5 in the March 8, 1994, Proxy
Statement is incorporated herein by reference.
PART IV
ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a)(1) Financial Statements:
The consolidated financial statements incorporated by reference in
this Annual Report on Form 10-K are listed in the Index to Financial
Statements and Schedules on page 18 herein.
(2) Financial Statement Schedules:
See the Index to Financial Statements and Schedules on page 18.
(3) The exhibits filed herewith are listed in the Exhibit Index on pages
19 and 20 herein.
(b) There were no current reports on Form 8-K filed by the Registrant
during the last quarter of the year ended December 31, 1993.
(c) Each management contract compensation plan and arrangement required
to be filed is an exhibit to this report as listed in item 10,
Executive Compensation Plans and Arrangements and Other Management
Contracts, in the Exhibit Index on page 19 herein.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Date: 3/24/94 WEST ONE BANCORP
Registrant
By /s/ Scott M. Hayes
Scott M. Hayes
Executive Vice President
and Chief Financial Officer
By /s/ Jim A. Peterson
Jim A. Peterson
Senior Vice President and
Controller
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities on the dates indicated.
Signature Title Date
*/s/ Daniel R. Nelson Chairman and Chief Executive 3/24/94
Daniel R. Nelson Officer and Director
(Principal Executive Officer)
President & Director
D. Michael Jones
/s/ Scott M. Hayes Executive Vice President and 3/24/94
Scott M. Hayes Chief Financial Officer
(Principal Financial Officer)
/s/ Jim A. Peterson Senior Vice President and 3/24/94
Jim A. Peterson Controller
(Principal Accounting Officer)
*/s/ Harry Bettis Director 3/24/94
Harry Bettis
Director
Norma Cugini
*/s/ William J. Deasy Director 3/24/94
William J. Deasy
*/s/ John B. Fery Director 3/24/94
John B. Fery
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SIGNATURES (continued)
*/s/ Stuart A. Hall Director 3/24/94
Stuart A. Hall
*/s/ Jack B. Little Director 3/24/94
Jack B. Little
*/s/ Warren E. McCain Director 3/24/94
Warren E. McCain
*/s/ Douglas W. McCallum Director 3/24/94
Douglas W. McCallum
*/s/ Allen T. Noble Director 3/24/94
Allen T. Noble
Director
Philip B. Soulen
*By /s/ Dwight V. Board 3/24/94
Dwight V. Board, Attorney-in-fact
Manually signed Power of Attorney authorizing Dwight V. Board to sign the
Annual Report on Form 10-K for the fiscal year ended December 31, 1993, as
Attorney-in-fact for certain directors and officers of the Registrant is
included herein as Exhibit 24.
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INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
FINANCIAL STATEMENTS
The following consolidated financial statements and Report of Independent
Public Accountants included in the 1993 Annual Report to Shareholders at the
pages indicated, are incorporated herein by reference.
Page of 1993 Annual
Report to Shareholders
West One Bancorp and Subsidiaries -
Consolidated Balance Sheets at December 31, 1993 and 1992 28-29
Consolidated Statements of Income for the years ended
December 31, 1993, 1992 and 1991 30
Consolidated Statements of Shareholders' Equity for the
years ended December 31, 1993, 1992 and 1991 31
Consolidated Statements of Cash Flows for the years ended
December 31, 1993, 1992 and 1991 32-33
Notes to Consolidated Financial Statements 34-52
Report of Independent Public Accountants 53
Financial Statement Schedules
All schedules have been omitted because the information is either not
required, not applicable, not present in amounts sufficient to require
submission of the schedule, or is included in the financial statements or notes
thereto.
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EXHIBIT INDEX
Exhibit
Number Description
3-A Amended Articles of Incorporation of the Registrant
3-B Bylaw Amendment and Amended Bylaws of the Registrant
Incorporated by reference to Exhibit 3-B to the Registrant's
Annual Report on Form 10-K for the fiscal year ended December
31, 1991.
4 Shareholder Rights Plan. Incorporated by reference to Exhibit
4-B to the Registrant's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1989 as amended by Form 8-A dated
October 15, 1992.
Registrant agrees to furnish copies of instruments relating to
its long-term notes payable, the total amount of which does not
exceed 10% of the total Consolidated Assets of the Registrant
and its subsidiaries, to the Commission upon request.
10 Executive Compensation Plans and Arrangements and Other
Management Contracts:
10-A Executive Compensation Program
10-B The Executive Incentive Program of the Registrant, as amended.
Incorporated by reference to Exhibit 10-B to the Registrant's
Annual Report on Form 10-K for the fiscal year ended December
31, 1990.
10-C Registrant's Executive Deferred Compensation Plan, as amended.
Incorporated by reference to Exhibit 10-C to the Registrant's
Annual Report on Form 10-K for the fiscal year ended December
31, 1990.
10-D Form of Employment Agreements between Registrant and certain key
employees. Incorporated by reference to Exhibit 10-E to the
Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1987.
10-E Form of Indemnification Agreement dated June 16, 1988, entered
into by the Registrant with each of its Directors. Incorporated
by reference to Exhibit 19 to the Registrant's Quarterly Report
on Form 10-Q for the quarter ended September 30, 1988.
10-F The 1991 Performance and Equity Incentive Plan of the
Registrant. Incorporated by reference to Exhibit 10-F to the
Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1990.
10-G Deferred Compensation Plan for Outside Directors of the
Registrant. Incorporated by reference to Exhibit 10-G to the
Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1990.
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EXHIBIT INDEX (continued)
Exhibit
Number Description
11 Statement regarding computation of per share earnings.
13 Portions of the Registrant's 1993 Annual Report to Shareholders.
21 List of subsidiaries of the Registrant.
23 Consent of independent public accountants.
24 Power of Attorney of Certain Officers and Directors of Registrant.
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