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| EX-99.1 - WEST COAST BANCORP /NEW/OR/ | v170710_ex99-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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):
December
30, 2009
WEST
COAST BANCORP
(Exact
name of registrant as specified in charter)
Oregon
(State or
other jurisdiction of incorporation)
0-10997
(SEC File
Number)
93-0810577
(IRS
Employer Identification No.)
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5335
Meadows Road, Suite 201
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Lake
Oswego, Oregon
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97035
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
(503)
684-0884
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation
of the registrant under any of the following provisions:
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Item
1.01. Entry into a Material Definitive Agreement.
On
December 30, 2009, West Coast Bank (the “Bank”), the wholly owned banking
subsidiary of West Coast Bancorp, an Oregon corporation (the "Company"), entered
into a Bulk Purchase and Sale Agreement (the “Sale Agreement”) with S-Cap
09-5080, LLC (the "Purchaser"), a Delaware limited liability company affiliated
with Sierra Capital Investment Partners, pursuant to which the Bank sold to the
Purchaser 69 residential properties held in the Bank's portfolio of foreclosed
real estate (also known as other real estate owned or OREO) for a total purchase
price of $12,671,000. The properties consisted of completed
residences.
Under the
Sale Agreement, the properties were sold by the Bank as is, except that the Bank
has 30 days from the closing date to deliver a title policy to the Purchaser
insuring marketable title to each of the purchased properties. In the event it
fails to do so with respect to any of the included properties, the Bank will be
required to repurchase the property at the purchase price applicable to the
property, as agreed by the parties and set forth in the Sale Agreement,
following 15 days notice from the Purchaser. During the 15-day notice period,
the Bank will continue to have the right to deliver title
insurance.
The Bank
has agreed to pay the costs of title insurance and one-half of all escrow fees
and costs and has agreed to indemnify the Purchaser against any mechanics liens
stemming from the period prior to sale. Purchaser has agreed to indemnify and
hold the Bank harmless from any claims in favor of third parties on account of
damage or injury arising during the period properties are owned by the Purchaser
or any claim of liability arising out of the condition of the
properties.
The Bank
sold the properties as part of its continuing efforts to reduce nonperforming
assets and to take advantage of recent tax law changes extending the carry back
period for net operating losses.
This
description of the Sale Agreement is a summary and does not purport to be a
complete description of all terms and is qualified in its entirety by reference
to the Sale Agreement attached to this report as Exhibit 10.1.
Item
8.01. Other Events.
The
Company's Board of Directors approved January 19, 2010, as the record date for
its previously announced rights offering.
A
registration statement relating to securities to be offered in the rights
offering has been filed with the Securities and Exchange Commission but has not
yet become effective. These securities may not be sold nor may offers to buy be
accepted prior to the time the registration statement becomes effective. This
report does not constitute an offer to sell or the solicitation of an offer to
buy and there will be no sale of these securities in any state in which such
offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state. When available,
copies of the prospectus relating to these securities may be obtained by
contacting West Coast Bancorp, Attn: Investor Relations, 5335 Meadows Road –
Suite 201, Lake Oswego, Oregon 97035 or via email at laneg@wcb.com.
Rights
offering materials, including a prospectus and other items necessary to exercise
the rights, will be mailed to shareholders following the time when the
registration statement is declared effective by the SEC. The prospectus will
contain important information about the rights offering, including with respect
to the exercise period of the rights. Shareholders are urged to read the
prospectus carefully when available.
Forward-looking
Statements
Statements in this Form 8-K regarding
future events, performance or results are "forward-looking statements” within
the meaning of the Private Securities Litigation Reform Act of 1995 (“PSLRA”)
and are made pursuant to the safe harbors of the PSLRA. Actual results
could be different from those expressed or implied by the forward-looking
statements. Do not unduly rely on forward-looking statements. They
give expectations about the future and are not guarantees. In particular,
the Company may face unexpected difficulties obtaining policies of title
insurance on the properties sold to the Purchaser. In addition, the
Company may not decide to pursue the rights offering on the terms proposed, if
at all, and, even if it does pursue it, the rights offering may not be
consummated. Forward-looking
statements speak only as of the date they are made, and the Company does not
undertake any obligation to update them to reflect changes that occur after that
date. A number of factors could cause events or results to differ
significantly from our current expectations, including, among others, factors
identified in our Annual Report on Form 10-K for the year ended December 31,
2008, and Quarterly Report on Form 10-Q for the quarter ended September 30,
2009.
Item 9.01. Financial
Statements and Exhibits
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(d)
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Exhibits.
The following exhibits are being filed
herewith:
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Exhibit No.
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Description
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10.1
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Bulk
Purchase and Sale Agreement, dated effective as of December 30, 2009, by
and between the Bank and the Purchaser, as
amended.
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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.
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WEST
COAST BANCORP
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Dated: January
7, 2010
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By:
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/s/ Richard R. Rasmussen
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Richard
R. Rasmussen
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Executive
Vice President, General Counsel
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and
Secretary
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EXHIBIT
INDEX
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Exhibit No.
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Description
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10.1
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Bulk
Purchase and Sale Agreement, dated December 30, 2009, by and between the
Bank and the Purchaser, as
amended.
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