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, 1994
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 $1,005,853,825 at February 28, 1995, based on the closing price
of such stock in the over-the-counter market as reported by The Nasdaq Stock
Market.
As of February 28, 1995, 36,827,600 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, 1994 (1994 Annual Report), are incorporated by reference in Part I
and Part II hereof.
Portions of the definitive proxy statement dated March 7, 1995, for the 1995
annual meeting of shareholders of the Registrant (Proxy Statement) are
incorporated by reference in Part III hereof.
EXHIBIT INDEX IS LOCATED ON PAGE 21
INDEX
Page of This
Report
PART I
Item 1 - Business 3
Item 2 - Properties 12
Item 3 - Legal Proceeding 13
Item 4 - Submission of Matters to a Vote of Security Holders 13
- Executive Officers of the Registrant 13
PART II
Item 5 - Market for Registrant's Common Equity
and Related Stockholder Matters 15
Item 6 - Selected Financial Data 15
Item 7 - Management's Discussion and Analysis of Financial
Condition and Results of Operations 15
Item 8 - Financial Statements and Supplementary Data 15
Item 9 - Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure 15
PART III
Item 10 - Directors and Executive Officers of the Registrant 16
Item 11 - Executive Compensation 16
Item 12 - Security Ownership of Certain Beneficial
Owners and Management 16
Item 13 - Certain Relationships and Related Transactions 16
PART IV
Item 14 - Exhibits, Financial Statement Schedules,
and Reports on Form 8-K 16
SIGNATURES 18
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, 1994, the Registrant and its subsidiaries employed approximately
4,778 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
Federal Deposit Insurance Corporation (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 was accounted for as a pooling of interests. Idaho State
Bank's financial position and results of operations were not material to West
One's financial position and results of operations and prior year financial
statements have not been restated.
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
Page 3
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, 1994, West One had $4.4 billion in assets and 90
branches. Based on assets of $4.1 billion at September 30, 1994, West One,
Idaho is the largest bank in Idaho. In 1994, approximately 20 commercial
banks with more than 300 branches were actively engaged in banking in Idaho.
WEST ONE BANK, WASHINGTON
West One Bank, Washington, (West One, Washington), a full-service commercial
bank, has 59 branches principally in the Puget Sound region, Yakima, Spokane and
the Tri-Cities, with assets of $2.1 billion, at December 31, 1994. West One,
Washington is regulated by the State of Washington, and deposits are insured by
the FDIC.
West One, Washington acquired $64 million of assets from Valley Commercial Bank
in exchange for 404,523 shares of the Registrant's common stock in September
1994 in a transaction accounted for as a pooling of interests. Prior year
financial statements have not been restated since Valley Commercial Bank's
financial position and results of operations were not material to the
Registrant's financial position and results of operations.
At September 30, 1994, West One, Washington had assets of $2.1 billion making it
the fifth largest commercial bank in Washington. In 1994, approximately 87
banks with more than 1,000 branches were actively engaged in banking in
Washington.
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, 1994, West One, Utah had 24 branches and
$745 million in total assets. West One, Utah is regulated by the Federal
Reserve Board, and deposits are insured by the FDIC.
At September 30, 1994, West One, Utah had $723 million in total assets making it
the sixth largest bank in Utah. In 1994, approximately 44 commercial banks
with more than 400 branches 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, 1994, West One, Oregon had 26
branches and $862 million in total assets. West One, Oregon is regulated by the
State of Oregon, and deposits are insured by the FDIC.
West One, Oregon acquired National Security Bank with assets of $132 million in
exchange for 1,101,832 shares of the Registrant's common stock in November 1994.
The transaction was
Page 4
accounted for as a pooling of interests. National Security Bank's financial
position and results of operations were not material to West One's financial
position and results of operations; therefore, prior year financial statements
have not been restated.
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, 1994,
West One Bank, Oregon, S.B. had 23 branches and $635 million in total assets.
West One Bank, Oregon, S.B. is regulated by the State of Oregon, and deposits
are insured by the FDIC.
In April 1994, West One, Oregon, S.B. purchased ten Far West Federal Savings
Bank branches from the Resolution Trust Corporation. The transaction included
the receipt of $160 million in cash, $2 million of premises and equipment, $11
million of intangible assets and the assumption of $173 million of deposits and
other liabilities. The transaction was accounted for as a purchase.
West One, Oregon and West One Bank, Oregon, S.B. combined had total assets of
$1.2 billion as of September 30, 1994, 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. 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;
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, 1994, Idaho First Bank had $235 million in total assets.
As of December 31, 1994, the ATM network totaled 235 branch and retail ATMs,
including 91 in Idaho, 74 in Washington, 39 in Oregon, 26 in Utah 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 $3.0 billion as of December 31,
1994.
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.
Page 5
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 centers in Boise, Idaho, Salt Lake City, Utah and Renton,
Washington, the Registrant processes demand deposit accounts, savings accounts,
installment consumer loans, commercial loans and real estate loans for a
majority of its subsidiaries.
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 regulatory authorities and their
effect on the future business and earnings of the Registrant cannot 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
Page 6
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.
Page 7
STATISTICAL INFORMATION
The statistical information is included herein or is incorporated by reference
from the following pages of the Registrant's 1994 Annual Report.
Page Number
Disclosure Annual Report Form 10-K
I. Distribution of Assets, Liabilities
and Shareholders' Equity; Interest
Rates and Interest Differential 20-21
II. Investment Portfolio 41 9
III. Loan Portfolio 23 and 28 10-11
IV. Summary of Loan Loss Experience 26-29 and 42 11-12
V. Deposits 20-21 and 25-26 12
VI. Return on Equity and Assets 16-17
VII. Short-Term Borrowings 43
Page 8
II. INVESTMENT PORTFOLIO
The book value of securities at December 31 follows:
Book Value
(Dollars in thousands) 1994 1993 1992
Available for sale:
United States Treasury $ 362,370 $ 292,078 $ 18,373
United States Government agencies 391,667 261,487 31,061
Mortgage-backed securities 227,473 298,695 68,750
Other 158,255 208,390 42,805
Total available for sale 1,139,765 1,060,650 160,989
Held to maturity:
United States Treasury - - 287,732
United States Government agencies - - 281,852
State and municipal bonds 581,155 565,165 362,110
Mortgage-backed securities - - 343,236
Other - - 221,550
Total held to maturity 581,155 565,165 1,496,480
Total securities $1,720,920 $1,625,815 $1,657,469
Page 9
III. LOAN PORTFOLIO
Total loans, net of unearned income, at December 31 follow:
(Dollars in thousands) 1994 1993 1992 1991 1990
Real estate $2,526,475 $2,150,835 $1,734,076 $1,179,101 $1,083,381
Commercial, financial
and agricultural 2,205,459 1,996,865 1,787,451 1,379,891 1,292,733
Consumer 1,172,616 1,038,678 875,203 797,076 797,877
Leases 160,873 168,119 135,183 141,383 118,226
Total $6,065,423 $5,354,497 $4,531,913 $3,497,451 $3,292,217
Loans outstanding at December 31, 1994, (other than mortgage and consumer 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 $1,480,778
Over one year up to five years 614,784
Over five years 109,897
Total $2,205,459
Sensitivity of loans to changes
in interest rates - loans
due after one year
Fixed rate $ 269,395
Floating rate 455,286
Total $ 724,681
Page 10
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 $984,000,
$1,086,000 and $1,650,000 for the years ended December 31, 1994, 1993 and 1992,
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 follow:
(Dollars in thousands)
COUNTRY 1994 1993 1992
Canada $ - $ - $85,000
United Kingdom $ - $ - 57,400
IV. SUMMARY OF LOAN LOSS EXPERIENCE
The analysis of the allowance for credit losses follow:
(Dollars in thousands) 1994 1993 1992 1991 1990
Balance at January 1 $74,923 $68,243 $53,048 $47,823 $49,755
Loan charge-offs
Real estate 379 1,141 1,292 3,135 2,112
Commercial and agricultural 5,286 4,804 8,111 18,188 8,674
Consumer 13,164 9,802 9,597 10,330 9,340
Leases 170 409 445 663 301
Total charge-offs 18,999 16,156 19,445 32,316 20,427
Loan recoveries
Real estate 366 468 421 113 179
Commercial and agricultural 3,559 4,496 4,298 2,950 3,227
Consumer 4,740 3,970 4,641 4,507 3,282
Leases 107 169 264 291 139
Total recoveries 8,772 9,103 9,624 7,861 6,827
Net charge-offs 10,227 7,053 9,821 24,455 13,600
Provision for credit losses 13,278 13,383 14,308 29,680 11,668
Additions from acquisitions 3,783 350 10,708 - -
Balance at December 31 $81,757 $74,923 $68,243 $53,048 $47,823
Page 11
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
1994
Amount $29,200 $29,700 $21,300 $1,500 $57 $81,757
Percent 41.66% 36.36% 19.33% 2.65% N/A 100%
1993
Amount $30,100 $27,900 $14,500 $2,400 $23 $74,923
Percent 40.17% 37.29% 19.40% 3.14% N/A 100%
1992
Amount $26,100 $26,900 $13,200 $2,000 $43 $68,243
Percent 38.27% 39.44% 19.31% 2.98% N/A 100%
1991
Amount $17,900 $20,900 $12,100 $2,100 $48 $53,048
Percent 33.71% 39.46% 22.79% 4.04% N/A 100%
1990
Amount $15,700 $18,800 $11,600 $1,700 $23 $47,823
Percent 32.91% 39.26% 24.24% 3.59% N/A 100%
V. DEPOSITS
Time certificates of deposits $100,000 and over as of December 31, 1994,
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 $412,467 $131,335 $120,813 $156,938 $821,553
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 185,000 square feet are
utilized by the Registrant and the remainder is leased or available for lease to
others. In addition, the Registrant owns 76 of 88 branch buildings in Idaho, 16
of 23 branch buildings in Utah, 27 of 47 branch buildings in Oregon, 37 of 57
branch buildings in Washington, and 8 of 31 support service buildings.
Remaining facilities are leased from others for terms expiring between 1995 and
2017.
Page 12
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, 1994.
EXECUTIVE OFFICERS OF THE REGISTRANT
The names, positions, ages and background of the executive officers of the
Registrant, as of January 1, 1995, are set forth below:
Name Position Age
Daniel R. Nelson Chairman of the Board of Directors 57
and Chief Executive Officer of the Registrant
D. Michael Jones President and Director of the Registrant 52
Robert J. Lane Executive Vice President of the Registrant 49
and President and Chief Executive Officer
of West One, Idaho
Scott M. Hayes Executive Vice President and Chief 47
Financial Officer of the Registrant
Terrance J. Dobson Executive Vice President of the Registrant 54
Dwight V. Board Senior Vice President, Secretary and General 50
Counsel of the Registrant
Jim A. Peterson Senior Vice President, Controller and Principal 39
Accounting Officer of the Registrant
Page 13
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 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, Inc.
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.
Page 14
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 1994 Annual Report at the pages indicated,
are herein incorporated by reference.
Page of 1994
Annual Report
Shareholders' Equity and Capital Adequacy 16-19
Quarterly Common Stock Statistics 17
Shareholders' Equity 46
Regulatory Requirements and Restrictions 53
ITEM 6 - SELECTED FINANCIAL DATA
Selected Financial Data of the Registrant on page 14 of the 1994 Annual Report
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 15-29 of the 1994 Annual Report 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 20
of this Annual Report on Form 10-K and included in the 1994 Annual Report are
incorporated herein by reference. Quarterly Financial Data on page 31 of the
1994 Annual Report 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.
Page 15
PART III
ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information on pages 2-5 in the March 7, 1995 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 6-12 in the March 7, 1995 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 7, 1995 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 7, 1995 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 20 herein.
(2) Financial Statement Schedules:
See the Index to Financial Statements and Schedules on page 20
herein.
(3) The exhibits filed herewith are listed in the Exhibit Index on pages
21 and 22 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, 1994.
Page 16
(c) Each management contract compensation plan and arrangement required to be
filed as an exhibit to this report is listed in item 10, Executive Compensation
Plans and Arrangements and Other Management Contracts, in the Exhibit Index on
pages 21 and 22 herein.
Page 17
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: 3/21/95 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 Annual
Report on Form 10-K 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 3/21/95
Officer and Director
(Principal Executive Officer)
*/s/ D. Michael Jones President and Director 3/21/95
/s/ Scott M. Hayes Executive Vice President and 3/21/95
Chief Financial Officer
(Principal Financial Officer)
/s/ Jim A. Peterson Senior Vice President and Controller 3/21/95
(Principal Accounting Officer)
*/s/ Harry Bettis Director 3/21/95
*/s/ Norma Cugini Director 3/21/95
Page 18
SIGNATURES (continued)
*/s/ William J. Deasy Director 3/21/95
*/s/ John B. Fery Director 3/21/95
*/s/ Stuart A. Hall Director 3/21/95
*/s/ Jack B. Little Director 3/21/95
*/s/ Warren E. McCain Director 3/21/95
*/s/ Douglas McCallum Director 3/21/95
*/s/ Allen T. Noble Director 3/21/95
*/s/ Philip B. Soulen Director 3/21/95
*By /s/ Dwight V. Board
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, 1994, as Attorney-in-
fact for certain directors and officers of the Registrant is included herein as
Exhibit 24.
Page 19
INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
FINANCIAL STATEMENTS
The following consolidated financial statements and Report of Independent Public
Accountants included in the 1994 Annual Report at the pages indicated, are
incorporated herein by reference.
Page of 1994
Annual Report
West One Bancorp and Subsidiaries -
Consolidated Balance Sheets at December 31, 1994 and 1993 32-33
Consolidated Statements of Income for the years ended
December 31, 1994, 1993 and 1992 34
Consolidated Statements of Shareholders' Equity for the
years ended December 31, 1994, 1993 and 1992 35
Consolidated Statements of Cash Flows for the years ended
December 31, 1994, 1993 and 1992 36-37
Notes to Consolidated Financial Statements 38-56
Report of Independent Accountants 57
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.
Page 20
EXHIBIT INDEX
Exhibit
Number Description
3.1 Amended Articles of Incorporation of the Registrant. Incorporated
by reference to Exhibit 3-A to the Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1993.
3.2 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 total Consolidated Assets of the Registrant and its
subsidiaries, to the Commission upon request.
10 Executive Compensation Plans and Arrangements and Other Management
Contracts:
10.1 Executive Compensation Program. Incorporated by reference to
Exhibit 10-A to the Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1993.
10.2 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.
10.3 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.
10.4 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.
10.5 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.
Page 21
Exhibit
Number Description
10.6 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.
10.7 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.
11 Statement regarding computation of per share earnings.
13 Portions of the Registrant's 1994 Annual Report.
21 List of subsidiaries of the Registrant.
23 Consent of independent public accountants.
24 Power of Attorney of Certain Officers and Directors of Registrant.
27 Financial Data Schedule.
Page 22