-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, S/0VXHftUB1487aw6BpwH7L/2G0H0cZopFxyvYEkdOqyo7zZH2Zd+W+7XcoWOZmH 5AaM07el0BMXfbXBq3BYTw== 0000891020-95-000506.txt : 19951119 0000891020-95-000506.hdr.sgml : 19951119 ACCESSION NUMBER: 0000891020-95-000506 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19950930 FILED AS OF DATE: 19951113 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: WEST ONE BANCORP CENTRAL INDEX KEY: 0000351155 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 820362647 STATE OF INCORPORATION: ID FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-09876 FILM NUMBER: 95589232 BUSINESS ADDRESS: STREET 1: 101 S CAPITOL BLVD STREET 2: P O BOX 8247 CITY: BOISE STATE: ID ZIP: 83733 BUSINESS PHONE: 2083837000 FORMER COMPANY: FORMER CONFORMED NAME: MOORE FINANCIAL GROUP INC DATE OF NAME CHANGE: 19890509 10-Q 1 FORM 10-Q FOR THE PERIOD ENDING 9/30/95 1 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) /X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR (15d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 1995 OR / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________________________ to _____________________ Commission file number 0-9876 WEST ONE BANCORP IDAHO 82-0362647 - ----------------------------------- ---------------------------------------- (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 101 SOUTH CAPITOL BOULEVARD, P.O. BOX 8247, BOISE, IDAHO 83733 - -------------------------------------------------------------- -------------- (Address of principal executive offices) (Zip Code) (208) 383-7000 - -------------------------------------------------------------------------------- (Registrant's telephone number, including area code) 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 ----- ----- APPLICABLE ONLY TO CORPORATE ISSUERS: At October 31, 1995, 37,006,565 shares of the registrant's common stock, $1 par value, were outstanding. EXHIBIT INDEX IS LOCATED ON PAGE 10 Page 1 2 CONSOLIDATED BALANCE SHEETS (UNAUDITED) WEST ONE BANCORP AND SUBSIDIARIES
- -------------------------------------------------------------------------------------------------------------------------- September 30, December 31, Dollars in thousands 1995 1994 1994 - -------------------------------------------------------------------------------------------------------------------------- ASSETS Cash and due from banks $ 524,887 $ 512,807 $ 632,577 Federal funds sold, securities purchased under agreements to resell and other 237,043 61,117 112,516 - -------------------------------------------------------------------------------------------------------------------------- Securities: Available for sale 1,165,851 1,040,237 1,139,765 Held to maturity 602,386 600,329 581,155 - -------------------------------------------------------------------------------------------------------------------------- Total securities 1,768,237 1,640,566 1,720,920 - -------------------------------------------------------------------------------------------------------------------------- Loans: Real estate - mortgage 2,275,204 2,085,354 2,207,247 Real estate - construction 351,265 298,185 319,228 Commercial and agricultural 2,423,344 2,176,550 2,205,459 Consumer 1,238,638 1,123,140 1,172,616 Leases 175,361 156,228 160,873 - -------------------------------------------------------------------------------------------------------------------------- Total loans 6,463,812 5,839,457 6,065,423 Allowance for credit losses (83,094) (79,417) (81,757) - -------------------------------------------------------------------------------------------------------------------------- Net loans 6,380,718 5,760,040 5,983,666 - -------------------------------------------------------------------------------------------------------------------------- Premises and equipment 123,867 124,992 128,506 Interest receivable 73,311 61,512 66,605 Other assets 136,440 147,066 147,909 - -------------------------------------------------------------------------------------------------------------------------- Total assets $9,244,503 $8,308,100 $8,792,699 ========================================================================================================================== LIABILITIES Deposits: Noninterest bearing $1,437,361 $1,335,355 $1,397,843 Interest bearing demand 687,129 714,385 749,755 Regular and money market savings 2,030,400 2,063,256 2,086,718 Time certificates under $100,000 1,983,221 1,688,429 1,755,013 Time certificates $100,000 and over 938,869 757,598 821,553 - -------------------------------------------------------------------------------------------------------------------------- Total deposits 7,076,980 6,559,023 6,810,882 Federal funds purchased and securities sold under agreements to repurchase 462,013 458,917 804,161 Other short-term borrowings 526,565 326,794 122,153 Long-term debt 315,887 188,044 253,073 Other liabilities 104,176 90,956 86,661 - -------------------------------------------------------------------------------------------------------------------------- Total liabilities 8,485,621 7,623,734 8,076,930 - -------------------------------------------------------------------------------------------------------------------------- SHAREHOLDERS' EQUITY Common stock - $1.00 par value; 75,000,000 shares authorized; 36,922,837, 35,555,744 and 36,745,368 shares issued 36,923 35,556 36,745 Capital surplus 290,191 320,950 327,879 Retained earnings 430,087 333,228 364,041 Unrealized gain (loss) on securities, net of tax 1,681 (5,368) (12,896) - -------------------------------------------------------------------------------------------------------------------------- Total shareholders' equity 758,882 684,366 715,769 - -------------------------------------------------------------------------------------------------------------------------- Total liabilities and shareholders' equity $9,244,503 $8,308,100 $8,792,699 ==========================================================================================================================
The accompanying notes are an integral part of the financial statements. Page 2 3 CONSOLIDATED STATEMENTS OF INCOME (Unaudited) WEST ONE BANCORP AND SUBSIDIARIES
- ------------------------------------------------------------------------------------------------------------------------------------ For the quarter ended September 30, For the nine months ended September 30, Dollars in thousands except per share data 1995 1994 1995 1994 - ------------------------------------------------------------------------------------------------------------------------------------ INTEREST INCOME Loans $149,832 $122,203 $432,891 $341,245 Short-term investments 2,103 586 4,801 2,008 Interest and dividends on securities: United States Treasury and Government agencies 13,147 8,662 35,794 22,954 State and municipal bonds 7,995 7,770 23,126 22,484 Mortgage-backed securities 4,298 3,900 12,098 11,280 Other 2,445 2,158 7,024 7,251 - ------------------------------------------------------------------------------------------------------------------------------------ Total interest income 179,820 145,279 515,734 407,222 - ------------------------------------------------------------------------------------------------------------------------------------ INTEREST EXPENSE Deposits 66,574 46,970 189,268 126,284 Federal funds purchased and securities sold under agreements to repurchase 7,951 5,983 24,029 14,856 Other short-term borrowings 5,944 2,810 11,853 7,885 Long-term debt 4,847 2,230 14,575 5,805 - ------------------------------------------------------------------------------------------------------------------------------------ Total interest expense 85,316 57,993 239,725 154,830 - ------------------------------------------------------------------------------------------------------------------------------------ Net interest income 94,504 87,286 276,009 252,392 Provision for credit losses 2,828 3,046 9,298 10,822 - ------------------------------------------------------------------------------------------------------------------------------------ Net interest income after provision for credit losses 91,676 84,240 266,711 241,570 - ------------------------------------------------------------------------------------------------------------------------------------ NONINTEREST INCOME Trust fees and commissions 3,685 3,526 11,182 10,872 Service charges on deposit accounts 10,847 10,171 31,286 29,068 Other service charges, fees and commissions 16,046 12,897 44,873 35,438 Other 6,791 2,128 12,663 10,231 Gain (loss) on sale of securities 111 (327) (37) (812) - ------------------------------------------------------------------------------------------------------------------------------------ Total noninterest income 37,480 28,395 99,967 84,797 - ------------------------------------------------------------------------------------------------------------------------------------ NONINTEREST EXPENSE Employee compensation and benefits 41,686 36,385 118,430 105,424 Outside services 9,970 8,132 28,639 23,708 Equipment 5,524 5,075 16,626 16,179 Net occupancy 5,577 5,356 16,322 15,101 Insurance and miscellaneous taxes 1,379 4,932 11,556 14,395 Marketing 2,776 2,514 7,919 7,456 Postage and courier 2,738 2,442 8,200 7,187 Supplies 1,745 1,767 5,568 5,425 Telephone 1,902 2,020 5,862 5,616 Other 6,353 5,874 16,783 17,326 - ------------------------------------------------------------------------------------------------------------------------------------ Total noninterest expense 79,650 74,497 235,905 217,817 - ------------------------------------------------------------------------------------------------------------------------------------ Income before taxes 49,506 38,138 130,773 108,550 Provision for income taxes 16,634 11,077 40,885 32,651 - ------------------------------------------------------------------------------------------------------------------------------------ Net income $ 32,872 $ 27,061 $ 89,888 $ 75,899 ==================================================================================================================================== Primary earnings per share $ .90 $ .76 $ 2.44 $ 2.14 Fully diluted earnings per share .88 .72 2.35 2.03 Dividends declared per share .22 .18 .66 .54 ====================================================================================================================================
The accompanying notes are an integral part of the financial statements. Page 3 4 CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) WEST ONE BANCORP AND SUBSIDIARIES
- -------------------------------------------------------------------------------------------------------- For the nine months ended September 30, Dollars in thousands 1995 1994 - -------------------------------------------------------------------------------------------------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 89,888 $ 75,899 Adjustments to reconcile net income to net cash provided by operating activities: Provision for credit losses 9,298 10,822 Depreciation of premises and equipment 13,230 12,193 Amortization and accretion of premiums and discounts 7,639 8,483 Amortization of intangible and other assets 8,350 8,595 Originations of real estate loans held for sale (228,898) (220,808) Proceeds from real estate and other loans sold 249,772 248,046 Net gain on sale of real estate and other loans (7,326) (2,740) Net loss on sale of securities 37 813 Purchase of trading account securities (90,752) (68,271) Sale of trading account securities 90,624 68,881 Change in assets and liabilities: Interest receivable (6,706) (10,191) Other assets (3,377) (5,759) Other liabilities 18,439 999 - -------------------------------------------------------------------------------------------------------- Net cash provided by operating activities 150,218 126,962 - -------------------------------------------------------------------------------------------------------- CASH FLOWS FROM INVESTING ACTIVITIES: Change in short-term investments, maturities less than 90 days (124,262) (36,702) Purchase of securities available for sale (456,928) (481,190) Maturity of securities available for sale 251,449 263,157 Sale of securities available for sale 197,689 253,218 Purchase of securities held to maturity (51,402) (62,538) Maturity of securities held to maturity 25,233 25,564 Sale of securities held to maturity 3,894 - Change in net loans and leases (421,926) (481,977) Purchase of premises and equipment (8,549) (12,564) Sale of premises and equipment 158 228 Additions to intangible assets (6,517) (8,984) Sale of other real estate owned 5,046 6,016 Cash provided by acquisitions 4,342 175,874 - -------------------------------------------------------------------------------------------------------- Net cash used by investing activities (581,773) (359,898) - --------------------------------------------------------------------------------------------------------
Page 4 5 CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) WEST ONE BANCORP AND SUBSIDIARIES
- ----------------------------------------------------------------------------------------------------------------------- For the nine months ended September 30, Dollars in thousands 1995 1994 - ----------------------------------------------------------------------------------------------------------------------- CASH FLOWS FROM FINANCING ACTIVITIES: Change in deposits 261,348 349,340 Change in short-term borrowings, maturities less than 90 days (139,904) (106,069) Proceeds from short-term borrowings 229,871 37,324 Payments on short-term borrowings (28,816) (44,912) Additions to long-term debt 142,556 80,000 Payments on long-term debt (29,864) (8,309) Proceeds from issuance of common stock 3,375 6,844 Repurchase of common stock (90,897) - Cash dividends paid (23,804) (18,859) - ----------------------------------------------------------------------------------------------------------------------- Net cash provided by financing activities 323,865 295,359 - ----------------------------------------------------------------------------------------------------------------------- Net (decrease) increase in cash and due from banks (107,690) 62,423 Cash and due from banks - January 1 632,577 450,384 - ----------------------------------------------------------------------------------------------------------------------- Cash and due from banks - September 30 $ 524,887 $ 512,807 ======================================================================================================================= SUPPLEMENTAL INFORMATION: Interest paid $ 234,005 $ 150,981 Income taxes paid 36,340 39,436 NONCASH ACTIVITIES: Redemption of convertible subordinated debentures with treasury stock 49,883 - Loans held for sale transferred to the loan portfolio 24,715 22,772 Loan charge-offs 14,617 13,861 Transfer of loans to other real estate owned 2,133 8,256 Tax benefit of stock options exercised 582 829 Dividends declared not paid 8,123 6,400 Acquisitions: Securities and short-term investments - 52,199 Net loans - 41,601 Premises and equipment 250 2,028 Intangible assets 161 11,249 Other assets, net - 54 Deposits 4,750 272,636 Equity - 10,369
The accompanying notes are an integral part of the financial statements. Page 5 6 NOTES TO QUARTERLY CONSOLIDATED FINANCIAL STATEMENTS WEST ONE BANCORP AND SUBSIDIARIES These statements are unaudited financial statements and should be read in conjunction with the 1994 Annual Report of West One Bancorp and Subsidiaries (West One). All adjustments (consisting only of normal recurring accruals and the acquisitions as discussed below) which are, in the opinion of management, necessary to present fairly the consolidated financial position, results of operations and cash flows have been made in the accompanying financial statements. MERGER WITH U.S. BANCORP On May 5, 1995, U. S. Bancorp entered into an Agreement and Plan of Merger (the Merger Agreement) with West One Bancorp, an Idaho corporation (West One), pursuant to which West One will be merged with and into U. S. Bancorp (the Merger). As a result of the Merger, each outstanding share of West One's common stock, par value $1.00 per share (West One Common Stock), will be converted into 1.47 shares of U. S. Bancorp Common Stock, par value $5.00 per share (U. S. Bancorp Common Stock). The Merger Agreement was approved by the shareholders of West One Bancorp and U.S. Bancorp on October 3, 1995. The Merger is subject to approval by certain regulatory agencies and is expected to be completed by year-end 1995 as a pooling of interests. As a condition to entering into the Merger Agreement, on May 6, 1995, U. S. Bancorp and West One entered into (i) a Stock Option Agreement between West One, as issuer, and U. S. Bancorp, as grantee (the West One Stock Option Agreement), pursuant to which West One granted to U. S. Bancorp the right upon the terms and subject to the conditions set forth therein, to purchase up to 19.9% of the outstanding shares of West One Common Stock at a price of $34.00 per share, and (ii) a Stock Option Agreement between U. S. Bancorp, as issuer, and West One as grantee (the U. S. Bancorp Stock Option Agreement), pursuant to which U. S. Bancorp granted to West One the right to purchase up to 19.9% of the outstanding shares of U. S. Bancorp Common Stock at a price of $28.00 per share. RECLASSIFICATION Certain reclassifications of 1994 amounts were made to conform with the 1995 presentation, none of which affects previously reported net income. SALE OF HELD-TO-MATURITY SECURITIES In the first nine months of 1995, held-to-maturity securities of four issuers were sold because downgrades in credit quality caused the securities to fall below West One's investment policy guidelines. The combined amortized cost of the securities sold was $3.8 million and a net gain of $50 thousand was realized on the sales. ACQUISITIONS West One acquired the financial institutions listed below in transactions accounted for as poolings of interests. The acquisitions were not material to West One's financial position, results of operations and cash flows and prior year financial statements have not been restated. - - November 10, 1994, National Security Bank with assets of $132 million in exchange for 1,101,832 shares of West One Common Stock. Page 6 7 - - September 2, 1994, Valley Commercial Bank, a two-branch $64 million bank headquartered in Clarkston, Washington, in exchange for 404,523 shares of West One Bancorp common stock. - - January 21, 1994, Idaho State Bank with assets of $50 million in exchange for 133,332 shares of West One Bancorp common stock. On April 15, 1994, West One Bancorp acquired ten Far West Federal Savings Bank branches in Oregon 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. OTHER EVENTS During the third quarter of 1995, West One called and redeemed outstanding 7.75% convertible subordinated debentures due 2006 with $77 million of treasury stock purchased during the second quarter of 1995. In May 1995, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards (SFAS) No. 122, "Accounting for Mortgage Servicing Rights" which becomes effective in 1996. During the first quarter of 1995, West One implemented SFAS No. 114, "Accounting by Creditors for Impairment of a Loan," SFAS No. 116, "Accounting for Contributions Received and Contributions Made" and SFAS No. 118, "Accounting by Creditors for Impairment of a Loan - Income Recognition and Disclosures." None of these statements have had or is expected to have a material effect on West One's financial condition, results of operations, cash flows or related disclosures. Page 7 8 ITEM 2. MANAGEMENT'S DISCUSSION OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS PERFORMANCE SUMMARY West One Bancorp reported net income of $32.9 million for the third quarter of 1995, the highest quarterly earnings in the Corporation's history and a 21% increase from the $27.1 million earned in the third quarter of 1994. Fully diluted net income per share was $.88 for the quarter compared to $.72 for the same quarter last year. West One earned a return on average assets of 1.43% and a return on average shareholders' equity of 18.04% in the third quarter of 1995 compared to 1.32% and 16.04%, respectively, in the same quarter last year. The regional economy served by West One Bancorp expanded during the third quarter of 1995, but at a slower pace than recently experienced. Employment conditions remained exceptionally strong in Utah and improved significantly in Oregon during the current quarter. Washington's employment picture was mixed as job reductions continued in the aerospace industry and at the Hanford nuclear site; however, a net additional 45,000 jobs were created over the past twelve months. Employment growth continued in Idaho but at lower rates than experienced in previous quarters. The agricultural sector in the Northwest is benefiting from higher potato and wheat prices, but is experiencing cyclical lows in cattle prices. NET INTEREST INCOME AND MARGIN Taxable equivalent net interest income was $99.7 million in the third quarter of 1995, up $7.1 million or 8% from the same period last year. Earning assets averaged $8.4 billion during the quarter, a 13% increase over the same quarter in 1994. Average loans increased 12% over the same period due to growth in all four states and in commercial, agricultural, real estate and consumer loans. Net interest margin was 4.74% in the third quarter of 1995 compared to 4.96% in the same quarter of last year primarily due to a shift in funding mix from transaction and savings accounts to higher cost certificates of deposit and long-term debt. Average loans increased at an annualized rate of 12% from the second quarter to the third quarter of 1995. Taxable equivalent net interest income for the first nine months of 1995 totaled $291.4 million, an increase of 9% from the same period in 1994. ASSET QUALITY West One provided $2.8 million for credit losses and incurred an equal amount in net charge-offs for the third quarter of 1995. Net charge-offs were .17% of average loans during this period. During the third quarter of 1994, West One provided $3.0 million for credit losses and net charge-offs totaled $2.5 million or .18% of average loans. Nonperforming assets continued to improve, declining to $19.8 million at September 30, 1995 from $26.4 million a year ago and $20.9 million at June 30, 1995. Nonperforming assets represented .21% of total assets and .31% of loans and other real estate owned at September 30, 1995 compared to .32% and .45%, respectively, a year ago. The allowance for credit losses was $83.1 million at September 30, 1995, up 5% from $79.4 million a year ago. Credit loss allowance coverage of nonperforming loans was 488% at September 30, 1995 compared to 407% a year ago. For the nine months ended September 30, 1995, West One provided $9.3 million for credit losses compared to $10.8 million for the first nine months of 1994. Net charge-offs to average loans declined to Page 8 9 .17% for the current year-to-date period from .19% for the comparable period last year. NONINTEREST INCOME AND EXPENSE Noninterest income was $37.5 million in the third quarter of 1995, 32% higher than the third quarter of 1994. Results for the current quarter included a $1.6 million gain on the sale of student loans. Income from the sale of real estate loans and servicing rights exceeded the prior year's quarter by $2.4 million primarily as a result of declining interest rates. The remaining 18% increase in noninterest income was due primarily to increased bankcard income, service charges on deposit accounts and lease residual income. Noninterest income for the nine months ended September 30, 1995 totaled $100.0 million and exceeded the prior year by 18%. Noninterest expense increased 7% to $79.7 million in the third quarter of 1995 and 8% to $235.9 million in the first nine months of 1995 compared to the corresponding periods in 1994. Expenses in the current quarter included $1.7 million related directly to the pending merger with U.S. Bancorp announced in May 1995. Incentive compensation and employee benefit liabilities also contributed to increased expenses in the current quarter. A refund of $3.9 million due to a retroactive adjustment in FDIC insurance rates reduced expenses. The efficiency ratio was 58.11% for the third quarter of 1995, a decline from 61.40% in the prior year's quarter. CAPITAL ADEQUACY Shareholders' equity was $759 million at September 30, 1995, an 11% increase from a year ago. Equity represented 8.21% of assets at September 30, 1995 compared to 8.24% a year ago. During the third quarter of 1995, West One called and redeemed outstanding 7.75% convertible subordinated debentures due 2006 with $77 million of treasury stock purchased during the second quarter of 1995. Capital adequacy levels established by the Federal Reserve Board require minimum leverage, Tier one and total capital ratios of 3%, 4% and 8%, respectively. In addition, regulators deem a financial institution "well capitalized," the highest rating available, when leverage, Tier one and total capital ratios total at least 5%, 6% and 10%, respectively. West One's leverage, Tier one and total capital ratios were 7.91%, 9.93% and 11.09%, respectively, at September 30, 1995. On May 8, 1995, West One Bancorp and U.S. Bancorp signed a definitive agreement to merge under the U.S. Bancorp name. The combination will result in the largest banking institution headquartered in the Northwest with approximately $30 billion in assets. Shareholders of West One Bancorp and U.S. Bancorp approved the merger on October 3, 1995. Subject to final regulatory approvals, the merger is expected to be completed by the end of 1995 as a pooling of interests. Page 9 10 PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS Various legal proceedings arising in the normal course of business are pending against West One and its subsidiaries. In the opinion of management, liability, if any, resulting from these proceedings will not have a material impact on West One's financial position, results of operations or cash flows. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS On October 3, 1995, a special meeting of shareholders of West One Bancorp was held for the purpose of voting on the approval and adoption of the Agreement and Plan of Merger between U.S. Bancorp and West One Bancorp. The results of the vote were as follows: In favor 28,010,843 Against 1,426,085 Non-votes 6,592,495 Abstentions 147,645
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibit 11 - Statement regarding computation of per share earnings. Exhibit 27 - Financial Data Schedule. (b) Reports on Form 8-K - No reports were filed on Form 8-K for the quarter ended September 30, 1995. Page 10 11 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. WEST ONE BANCORP Date: November 9, 1995 /s/ Scott M. Hayes ---------------------------- Scott M. Hayes Executive Vice President and Chief Financial Officer /s/ Jim A. Peterson ---------------------------- Jim A. Peterson Senior Vice President and Controller (Principal Accounting Officer) Page 11 EX-11 2 STATEMENT RE: COMPUTATION OF PER SHARE EARNINGS 1 EXHIBIT 11 - STATEMENT REGARDING COMPUTATION OF PER SHARE EARNINGS
COMPUTATION FOR THE QUARTER ENDED SEPTEMBER 30, SEPTEMBER 30, Dollars in thousands except per share data 1995 1994 ------------- ------------- Weighted average number of shares - primary earnings per share: Common stock outstanding 36,063,712 35,246,423 Common stock equivalents computed under the treasury stock method using average market price 613,513 488,267 ---------- ---------- Total 36,677,225 35,734,690 ========== ========== Weighted average number of shares - fully diluted earnings per share: Common stock outstanding 36,063,712 35,246,423 Common stock equivalents computed under the treasury stock method using the greater of ending or average market price 656,740 488,304 Convertible subordinated debentures 848,716 2,681,934 ---------- ---------- Total 37,569,168 38,416,661 ========== ========== Net income $32,872 $27,061 Interest expense (net of tax) incurred for convertible subordinated debentures 185 578 Earnings per share: Primary .90 .76 Fully diluted .88 .72
COMPUTATION FOR THE NINE MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, Dollars in thousands except per share data 1995 1994 ------------- ------------- Weighted average number of shares - primary earnings per share: Common stock outstanding 36,293,050 35,064,456 Common stock equivalents computed under the treasury stock method using average market price 485,479 479,961 ---------- ---------- Total 36,778,529 35,544,417 ========== ========== Weighted average number of shares - fully diluted earnings per share: Common stock outstanding 36,293,050 35,064,456 Common stock equivalents computed under the treasury stock method using the greater of ending or average market price 516,153 480,462 Convertible subordinated debentures 2,051,011 2,685,591 ---------- ---------- Total 38,860,214 38,230,509 ========== ========== Net income $89,888 $75,899 Interest expense (net of tax) incurred for convertible subordinated debentures 1,333 1,737 Earnings per share: Primary 2.44 2.14 Fully diluted 2.35 2.03
Page 12 EX-27 3 FINANCIAL DATA SCHEDULE
9 0000351155 WEST ONE BANCORP 1000 9-MOS DEC-31-1995 JAN-01-1995 SEP-30-1995 524,887 0 237,043 0 1,165,851 602,386 0 6,463,812 (83,094) 9,244,503 7,076,980 988,578 104,176 315,887 36,923 0 0 721,959 9,244,503 432,891 78,042 4,801 515,734 189,268 239,725 276,009 9,298 (37) 235,905 130,773 130,773 0 0 89,888 2.44 2.35 0 0 0 0 0 0 0 0 0 0 0 0
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