11-K 1 v82742e11vk.htm 11-K e11vk
 

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 11-K

ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

(Mark One)

[X] Annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934

for the fiscal year ended December 31, 2001

Or

[   ] Transition report pursuant to Section 15(d) of the Securities Exchange Act of 1934

for the transition period from ______ to ________

Commission file number 000-25867

A. Full title of the plan and the address of the plan, if different from that of
the issuer named below.

West Coast Bancorp
401(k) Plan

B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:

West Coast Bancorp
5335 Meadows Road — Suite 201
Lake Oswego, Oregon 97035

WEST COAST BANCORP 401(k) PLAN

Financial Statements as of and for the Years Ended
December 31, 2001 and 2000, Supplemental Schedule
as of December 31, 2001, and Independent Auditors’
Report

 


 

WEST COAST BANCORP 401(k) PLAN

TABLE OF CONTENTS


             
    Page
   
INDEPENDENT AUDITORS’ REPORT
    1  
         
FINANCIAL STATEMENTS AS OF AND FOR THE
YEARS ENDED DECEMBER 31, 2001 AND 2000:
       
         
  Statements of Net Assets Available for Benefits     2  
         
  Statements of Changes in Net Assets Available for Benefits     3  
         
  Notes to Financial Statements     4-8  
         
SUPPLEMENTAL SCHEDULE AS OF DECEMBER 31, 2001:
       
         
Line 4i — Schedule of Assets Held for Investment Purposes at Year End     9  
         
Signature
    10  
         
Exhibit index
    11  

Schedules not filed herewith are omitted because of the absence of the conditions under which they are required.

 


 

INDEPENDENT AUDITORS’ REPORT

Administrative Committee
West Coast Bancorp 401(k) Plan:

We have audited the accompanying statements of net assets available for benefits of West Coast Bancorp 401(k) Plan (the “Plan”) as of December 31, 2001 and 2000, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2001 and 2000, and the changes in net assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule listed in the Table of Contents is presented for the purpose of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audit of the basic 2001 financial statements and, in our opinion, is fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole.

 

DELOITTE & TOUCHE LLP

Portland, Oregon
June 19, 2002


 

WEST COAST BANCORP 401(k) PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2001 AND 2000


                       
          2001   2000
         
 
ASSETS:
               
 
Investments at fair value:
               
   
Mutual funds
  $ 6,564,098     $ 8,159,984  
   
Employer common stock
    2,377,564       1,944,679  
   
Money market funds
    2,116,266       1,293,409  
   
Participant loans
    317,465       315,705  
 
   
     
 
     
Total assets
    11,375,393       11,713,777  
RECEIVABLES — Employer contributions
    400,597       347,805  
 
   
     
 
NET ASSETS AVAILABLE FOR BENEFITS
  $ 11,775,990     $ 12,061,582  
 
   
     
 

See notes to financial statements

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WEST COAST BANCORP 401(k) PLAN

STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED DECEMBER 31, 2001 AND 2000


                       
          2001   2000
         
 
ADDITIONS TO NET ASSETS:
               
 
Investment income (loss):
               
   
Interest and dividends
  $ 238,454     $ 328,234  
   
Net appreciation (depreciation) in fair value of investments
    111,573       (1,248,631 )
 
   
     
 
     
Net investment gain (loss)
    350,027       (920,397 )
 
   
     
 
 
Contributions:
               
   
Employer matching contributions
    400,597       347,805  
   
Participant contributions
    1,259,760       1,232,666  
   
Employee rollover contributions
    17,990       39,040  
 
   
     
 
     
Total contributions
    1,678,347       1,619,511  
 
   
     
 
     
Total additions to net assets
    2,028,374       699,114  
DEDUCTIONS — Benefits paid to participants
    2,313,966       3,141,036  
 
   
     
 
NET DECREASE IN NET ASSETS AVAILABLE FOR BENEFITS
    (285,592 )     (2,441,922 )
NET ASSETS AVAILABLE FOR BENEFITS, BEGINNING OF YEAR
    12,061,582       14,503,504  
 
   
     
 
NET ASSETS AVAILABLE FOR BENEFITS, END OF YEAR
  $ 11,775,990     $ 12,061,582  
 
   
     
 

See notes to financial statements.

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WEST COAST BANCORP 401(k) PLAN

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2001 AND 2000


1.    DESCRIPTION OF THE PLAN
 
     The following description of the West Coast Bancorp 401(k) Plan (the “Plan”) is provided for general information purposes only. Participants should refer to the Summary Plan Description for more complete information regarding amount and type of benefits, vesting, and other provisions of the Plan.
 
     General — The Plan is a defined contribution plan covering all eligible employees of West Coast Bancorp and its wholly-owned subsidiaries (the “Company”), except those covered by collective bargaining agreements. Employees are eligible to participate in the Plan when they have been employed for six months, and reached 18 years of age. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”).
 
     The Plan Administrator is a committee appointed by the Board of Directors of West Coast Bancorp. West Coast Trust is the trustee of the Plan for the West Coast Bancorp common stock and Federated Investors is the trustee for the Federated investment funds.
 
     Contributions — In each plan year, the employer may contribute a matching contribution equal to a percentage of each participant’s elective deferral contributions for that year. The employer may also make supplemental and discretionary profit sharing contributions. Supplemental and discretionary contributions are allocated to the participants’ accounts on a pro-rata basis based on eligible compensation. All employer related contributions were invested in West Coast Bancorp common stock through 1999. Effective beginning 2000, employer contributions can be invested in any of the Plan’s investment options.
 
     Participants may voluntarily contribute between 1% and 15% of their total compensation as a salary reduction each year that they are a plan participant. The actual amount of their compensation that can be deferred each year is subject to limits imposed by the Internal Revenue Code (the “Code”), which was $10,500 for 2001 and 2000.
 
     Participant Accounts — A separate account is maintained for each participant, which is credited with the participant’s contribution, the allocation of the employer’s contribution, as determined above, and an allocation of investment earnings or losses. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.
 
     Vesting — Participants are fully vested in their salary reduction contributions, rollovers, and related earnings at all times.
 
     Participants vest in the Company’s matching and discretionary contribution portion of their accounts plus actual earnings or losses thereon based on years of continuous service as follows:

           
Years of Service   Vesting Percentage

 
Less than 1
   0%
1
   20%
2
   40%

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Years of Service   Vesting Percentage

 
3
   60%
4
   80%
5
   100%

     Forfeitures of terminated participants’ nonvested account balances are used to reduce the employer’s matching contributions for the plan year in which the forfeiture occurs or to restore previously forfeited amounts.
 
     Participant Loans — Participants may borrow from their fund accounts a maximum equal to the lesser of $50,000 or 50% of their vested account balance. Loan transactions are treated as a transfer to (from) the investment fund from (to) the Participant Loans Fund. Loan terms range from 1-5 years or more if for the purchase of a primary residence. The loans are secured by the balance in the participant’s account and bear interest at a rate commensurate with local prevailing rates (prime rate) determined as market conditions warrant by the Plan Administrator. Interest rates range from 6.75% to 11.5% at December 31, 2001. Principal and interest is paid ratably through semi-monthly payroll deductions.
 
     Payment of Benefits — The benefit to which a participant is entitled is the benefit that can be provided from the participants’ vested account. On termination of service due to normal retirement, death or disability, the participant’s account balances will be deemed fully vested. Normal retirement is defined to be the plan anniversary date nearest to the participant’s 65th birthday. For termination of service due to other reasons, a participant may receive the value of the vested interest in his or her account as a lump sum distribution.
 
     Investment Options — Upon enrollment in the Plan, contributions are participant-directed into the following investment options:
 
     Federated Investors:

          Federated Automated Cash Management Trust
          Federated Bond Fund
          Federated High Income Bond Fund
          Federated International Equity Fund
          Federated Managed Moderate Growth Fund
          Federated Managed Conservative Growth Fund
          Federated Managed Income Fund
          Federated Max-Cap Fund
          Federated Small Cap Strategies Fund
          Federated Stock and Bond Fund
          Federated Stock Trust

     Other Investment Options:

          Janus Fund
          West Coast Bancorp common stock

     Participants may change their investment options and direct transfers between investment accounts at any time. West Coast Bancorp common stock was required to be retained by all participants under the age of 55 through 1999. Effective in 2000, the Plan was amended to remove this requirement.
 
     Plan Termination — Although it has not expressed any intent to do so, the employer has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants will become fully vested in their accounts.

-5-


 

2.    SIGNIFICANT ACCOUNTING POLICIES
 
     Basis of Accounting — The financial statements of the Plan are prepared under the accrual method of accounting.
 
     Use of Estimates — The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect reported amounts of assets and liabilities, and changes therein, and disclosures of contingent assets and liabilities. Actual results could differ from those estimates.
 
     Investment Valuation and Income Recognition — The Plan’s investments are maintained by Federated Investors, except for West Coast Bancorp common stock, which is maintained by West Coast Trust.
 
     The Plan’s investments are stated at fair value, which is based upon quoted market prices, if available. Money market balances are valued at cost plus reinvested interest. Participant loans are valued at net amortized cost.
 
     Purchases and sales are accounted for on the trade-date basis. Dividend income is recorded on the ex-dividend date. Interest income is reported as earned. Cost of common stock shares sold and cost of mutual fund units sold are determined by the specific identification method.
 
     Expenses — The employer may pay all expenses of administering the Plan including, but not limited to, the trustee’s or custodian’s fees, attorney fees, and expenses incurred by persons or entities to whom fiduciary duties have been delegated. If these expenses are not paid by the employer, there shall be a lien against and paid from the Plan, except for the items the payment of which would constitute a prohibited transaction.
 
     Income Tax Status — The Plan received a favorable determination letter from the Internal Revenue Service effective December 1997. The Plan has been amended since receiving the determination letter, however, the Plan Administrator and the Plan’s tax counsel believe that the Plan is currently designed and being operated in compliance with the applicable requirements of the Internal Revenue Code. Accordingly, no provision for income taxes has been included in the Plan’s financial statements.
 
3.    EMPLOYER CONTRIBUTION
 
     For the years ended December 31, 2001 and 2000, the employer made matching contributions of $400,597 and $347,805, respectively. For the years ended December 31, 2001 and 2000, the employer did not make a profit sharing contribution.
 
4.    BENEFITS PAYABLE TO TERMINATED PARTICIPANTS AND FORFEITURES
 
     At December 31, 2001 and 2000, net assets available for benefits allocated to terminated employees were $532,334 and $3,121,394, respectively. The amount represents the participants’ vested interest in the Plan upon termination of employment.
 
5.    RELATED-PARTY TRANSACTIONS
 
     Certain Plan investments are shares of investment funds managed by Federated Investors as of and for the years ended December 31, 2001 and 2000, respectively, which is a trustee of the Plan and, therefore, these transactions qualify as party-in-interest.

-6-


 

     The employer also provides accounting and administrative services to the Plan at no charge. During the years ended December 31, 2001 and 2000, the employer paid administrative expenses on behalf of the Plan. In addition, the Plan invests in shares of the Company.
 
6.    SUMMARY OF INVESTMENTS

                     
        2001   2000
       
 
Investments at fair value as determined by quoted market prices:
               
 
Mutual Funds:
               
   
Federated Stock and Bond Fund
  $ 1,730,236 *   $ 2,110,887
   
Federated Stock Trust
    1,674,633     1,914,308
   
Janus Fund
    720,163     1,013,816
   
Federated Max-Cap Fund
    828,306     943,821
   
Federated Managed Moderate Growth Fund
    333,561       651,476
   
Federated Small Cap Strategies Fund
    488,608       584,129  
   
Federated International Equity Fund
    307,224       404,937  
   
Federated Managed Conservative Growth Fund
    137,232       276,483  
   
Federated Bond Fund
    234,138       161,713  
   
Federated High Income Bond Fund
    85,848       63,676  
   
Federated Managed Income Fund
    24,149       34,738  
 
   
     
 
 
    6,564,098       8,159,984  
 
   
     
 
                       
          2001   2000
         
 
Investments at fair value as determined by quoted market prices:
               
 
Employer Common Stock —
West Coast Bancorp common stock
  $ 2,377,564   $ 1,944,679
 
   
     
 
 
Money Market Funds:
               
   
Federated Automated Cash Management Trust
    2,116,191     1,282,327
   
Temporary cash investments
    75       11,082  
 
   
     
 
 
    2,116,266       1,293,409  
 
   
     
 
 
Participant loans
    317,465       315,705  
 
   
     
 
     
Total investments
  $ 11,375,393     $ 11,713,777  
 
   
     
 


*   Represents 5% or more of net assets available for benefits at December 31.

     The Plan’s investments (including investments bought, sold, and held during the year) appreciated (depreciated) in value as follows:

-7-


 

                               
          2001     2000
         
     
Net change in fair value:
                       
 
Investments at fair value as determined by quoted market prices:
                       
   
Mutual funds
  $ (650,159 )           $ (255,834 )
   
West Coast Bancorp common stock
    761,732               (992,797 )
 
   
             
 
     
Total
  $ 111,573             $ (1,248,631 )
 
   
             
 

* * * * * *

-8-


 

WEST COAST BANCORP 401(k) PLAN

LINE 4i — SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT YEAR END
DECEMBER 31, 2001


                               
                    (e)
    (b) Identity of Issue   (d)   Current
(a)   (c) Description of Investment   Cost**   Value

 
 
 
 
  MUTUAL FUNDS:                
*
    Federated Investors                    
 
      Stock and Bond Fund               $ 1,730,236  
 
      Stock Trust                 1,674,633  
 
      Max-Cap Fund                 828,306  
 
      Managed Moderate Growth Fund                 333,561  
 
      Small Cap Strategies Fund                 488,608  
 
      International Equity Fund                 307,224  
 
      Managed Conservative Growth Fund               137,232  
 
      Bond Fund                 234,138  
 
      High Income Bond Fund                 85,848  
 
      Managed Income Fund                 24,149  
 
                   
 
 
        Total Federated Mutual Funds                 5,843,935  
 
  Janus Fund             720,163  
 
                   
 
 
      Total Mutual Funds                 6,564,098  
 
                   
 
 
  EMPLOYER COMMON STOCK:                
*
    West Coast Bancorp Common stock                 2,377,564  
 
                   
 
 
  MONEY MARKET FUNDS:                
*
    Federated Automated Cash Management Trust             2,116,191  
*
    Temporary cash investments                 75  
 
                   
 
 
      Total Money Market Funds                 2,116,266  
 
                   
 
 
  Participant loans, interest rate 6.75% - 11.5%             317,465  
 
                   
 
 
  TOTAL INVESTMENTS           $ 11,375,393  
 
                   
 


*   Party-in-interest
**   Not required for participant-directed investments

-9-


 

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the plan administrator of the West Coast Bancorp 401(k) Plan has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

  WEST COAST BANCORP 401(k) PLAN

  By: WEST COAST BANCORP, the plan administrator

Date: June 28, 2002 By:
/s/ Laurie Ferris

West Coast Bancorp
401(k) Plan Administrative Committee Representative

-10-


 

EXHIBIT INDEX

     
Exhibit Number   Document

 
23.1   Independent Auditors’ Consent

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