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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) February 28, 1995
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WEST COAST BANCORP (Formerly COMMERCIAL BANCORP)
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(Exact Name of Registrant as Specified in Charter)
Oregon 0-10997 93-0810577
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
5335 S.W. Meadows Road, Suite 201 Lake Oswego, Oregon 97035
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (503) 684-0884
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Not applicable
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(Former Name or Former Address, If Changed Since Last Report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Effective February 28, 1995 Commercial Bancorp, Salem, Oregon
("Commercial") completed its pending merger of West Coast Bancorp, Newport,
Oregon ("West Coast"), with and into Commercial, with the surviving corporation
operating under the name West Coast Bancorp ("Combined Corporation"). The
Merger was accomplished pursuant to an Agreement and Plan of Merger ("Merger
Agreement") dated as of October 24, 1994, as amended December 12, 1994. The
Merger Agreement was included as Exhibit 10(a) to the Form 8-K dated October
24, 1994, previously filed by Commercial with the Securities and Exchange
Commission.
Under the terms of the Merger Agreement, consummation of the Merger
was subject to obtaining the approval of the Board of Governors of the Federal
Reserve System, the Oregon Department of Consumer and Business Services, and
the shareholders of Commercial and West Coast. Commercial and West Coast
applied for and received the necessary approvals referenced above, and the
Shareholders of Commercial and West Coast approved the Merger Agreement at
their respective meetings held on February 27, 1995.
Pursuant to the terms of the Merger Agreement, each outstanding share
of West Coast common stock (except for shares held by Commercial or a
subsidiary of Commercial other than in a fiduciary capacity and fractional
shares) were converted into .60 shares of the Combined Corporation's common
stock. The shares of Commercial outstanding at Closing automatically became
shares of the Combined Corporation.
In accordance with the terms of the Merger Agreement, Lloyd D. Ankeny,
Victor L. Bartruff, Phillip G. Bateman, Chester C. Clark, Stanley M. Green,
J.F. Ouderkirk and Gary D. Putnam, (the previous directors of West Coast) will
join Iral D. Barrett, Lester D. Green, Jack E. Long, William B. Loch,
C. Douglas McGregor, Robert D. Morrison and Rodney B. Tibbatts, (seven of the
directors of Commercial), to serve as the Board of Directors of the Combined
Corporation. Rodney B. Tibbatts and Victor L. Bartruff will serve as
Co-Presidents and Co-Chief Executive Officers, Donald A.
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Kalkofen will serve as the Chief Financial Officer and Cora A. Hallauer
will serve as Secretary of the Combined Corporation.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA, FINANCIAL INFORMATION, AND EXHIBITS
(a) Financial Statements -- Audited financial statements for West
Coast are in the process of preparation and the requisite
historical financial information will be filed as soon as
available, but no later than 60 days after this Report was
required to be filed.
(b) Pro forma financial information -- The requisite pro forma
financial information will be filed as soon as available, but
no later than 60 days after this Report was required to be
filed.
(c) Exhibits.
10(a) Agreement and Plan of Merger dated as of October 24,
1994, between Commercial and West Coast (incorporated
by reference to the Form 8-K filed by Commercial
dated October 24, 1994)
99(a) Press Release dated February 28, 1995 issued by the
Combined Corporation to announce the closing of
the Merger.
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 hereunto duly authorized.
WEST COAST BANCORP
(Formerly Commercial Bancorp)
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(Registrant)
Date: March 10, 1995 By /s/ Donald A. Kalkofen
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Donald A. Kalkofen
Chief Financial Officer
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