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Share Name | Share Symbol | Market | Type |
---|---|---|---|
West Coast Bancorp (MM) | NASDAQ:WCBO | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 24.28 | 0 | 01:00:00 |
CUSIP NO. 952145100
|
Schedule 13D
|
Page 2 of 9
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1
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NAME OF REPORTING PERSONS
|
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GF Financial, LLC
(1)
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||||
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||||||
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
¨
|
||||
|
|
|
|
|
|
|
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(b)
¨
|
3
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SEC USE ONLY
|
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||
4
|
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SOURCE OF FUNDS
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||||
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WC
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5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
|
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||||
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TO ITEM 2(d) or 2(e)
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¨
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||||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||||
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|
Delaware
|
|
|
|
|
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
|
||
SHARES
|
|
|
|
0
|
|
|
||
BENEFICIALLY
|
|
8
|
|
SHARED VOTING POWER
|
|
|
||
OWNED BY
|
|
|
|
1,457,000
(2)
|
|
|
||
EACH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
||
REPORTING
|
|
|
|
0
|
|
|
||
PERSON WITH
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
|
|
|
|
|
1,457,000
(2)
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||||
|
|
1,457,000
(2)
|
|
|
|
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
|
|
|
||||
|
|
CERTAIN SHARES
|
|
|
|
x
|
||
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||||
|
|
7.55%
(3)
|
|
|
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
||||
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|
OO
|
|
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||||||||
(1) GF Financial, LLC (“GFF”) is 90% owned by Diaco Investments, L.P., which is its managing member, and 10% owned by Starlight Investment Limited Partnership.
|
||||||||
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|
(2) GFF also directly owns: (i) 8,782 shares of Series B Mandatorily Convertible Participating Preferred Stock (“Series B Preferred Stock”), which is convertible into 87,820 shares of common stock, no par value (“Common Stock”) of West Coast Bancorp (“WCB”) if such shares of Series B Preferred Stock are transferred to unaffiliated third parties in a widely dispersed offering and (ii) a Class C Warrant, which is exercisable for 55,000 shares of Series B Preferred Stock that would be convertible into 550,000 shares of Common Stock if such shares of Series B Preferred Stock are transferred to unaffiliated third parties in a widely dispersed offering. Since GFF does not have the right to acquire such Common Stock and will have no voting or investment power over such Common Stock, those underlying shares of Common Stock are not included in the amount reported herein.
|
|
|
||||
(3) Calculation based on 19,294,564 shares of Common Stock outstanding as of July 31, 2012 per WCB’s quarterly report on Form 10-Q filed on August 8, 2012.
|
CUSIP NO. 952145100
|
Schedule 13D
|
Page 3 of 9
|
1
|
|
NAME OF REPORTING PERSONS
|
|
|
||||
|
|
Diaco Investments, L.P.
(1)
|
|
|
||||
|
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|
|
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|
|
||
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
¨
|
||||
|
|
|
|
|
|
|
|
(b)
¨
|
|
||||||||
3
|
|
SEC USE ONLY
|
|
|
|
|
||
4
|
|
SOURCE OF FUNDS
|
|
|
||||
|
|
AF
|
|
|
|
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
|
|
|
||||
|
|
TO ITEM 2(d) or 2(e)
|
|
¨
|
||||
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||||
|
|
Delaware
|
|
|
|
|
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
|
||
SHARES
|
|
|
|
0
|
|
|
||
BENEFICIALLY
|
|
8
|
|
SHARED VOTING POWER
|
|
|
||
OWNED BY
|
|
|
|
1,457,000
|
|
|
||
EACH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
||
REPORTING
|
|
|
|
0
|
|
|
||
PERSON WITH
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
|
|
|
|
|
1,457,000
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||||
|
|
1,457,000
|
|
|
|
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
|
|
|
||||
|
|
CERTAIN SHARES
|
|
|
|
x
|
||
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||||
|
|
7.55%
(2)
|
|
|
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
||||
|
|
PN
|
|
|
|
|
|
|
|
||||||||
(1) Diaco Investments, L.P. (“Diaco”) is the managing member and 90% owner of GFF. Diaco’s general partner is Siget, L.L.C., of which Simon Glick is its managing member.
|
||||||||
|
|
(2) Calculation based on 19,294,564 shares of Common Stock outstanding as of July 31, 2012 per WCB’s quarterly report on Form 10-Q filed on August 8, 2012.
|
|
|
CUSIP NO. 952145100
|
Schedule 13D
|
Page 4 of 9
|
1
|
|
NAME OF REPORTING PERSONS
|
|
|
||||||
|
|
Siget, L.L.C.
(1)
|
|
|
||||||
|
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|
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|
|||
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
¨
|
||||||
|
|
|
|
|
|
|
|
(b)
¨
|
||
3
|
|
SEC USE ONLY
|
|
|
|
|
||||
4
|
|
SOURCE OF FUNDS
|
|
|
||||||
|
|
AF
|
|
|
|
|
|
|
||
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
|
|
|
||||||
|
|
TO ITEM 2(d) or 2(e)
|
|
¨
|
||||||
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||||||
|
|
Delaware
|
|
|
|
|
|
|
||
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
|
||||
SHARES
|
|
|
|
0
|
|
|
||||
BENEFICIALLY
|
|
8
|
|
SHARED VOTING POWER
|
|
|
||||
OWNED BY
|
|
|
|
1,457,000
|
|
|
||||
EACH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
||||
REPORTING
|
|
|
|
0
|
|
|
||||
PERSON WITH
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
||||
|
|
|
|
|
|
1,457,000
|
|
|
||
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||||||
|
|
1,457,000
|
|
|
|
|
|
|
||
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
|
|
|
||||||
|
|
CERTAIN SHARES
|
|
|
|
x
|
||||
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||||||
|
|
7.55%
(2)
|
|
|
|
|
|
|
||
14
|
|
TYPE OF REPORTING PERSON
|
|
|
||||||
|
|
OO
|
|
|
|
|
|
|
||
|
||||||||||
(1) Siget, L.L.C. (“Siget”) is general partner of Diaco, which owns 90% of GFF. Simon Glick is the managing member of Siget.
|
||||||||||
|
|
(2) Calculation based on 19,294,564 shares of Common Stock outstanding as of July 31, 2012 per WCB’s quarterly report on Form 10-Q filed on August 8, 2012.
|
|
|
CUSIP NO. 952145100
|
Schedule 13D
|
Page 5 of 9
|
1
|
|
NAME OF REPORTING PERSONS
|
|
|
||||||
|
|
Simon Glick
(1)
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|||
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
¨
|
||||||
|
|
|
|
|
|
|
|
(b)
¨
|
||
3
|
|
SEC USE ONLY
|
|
|
|
|
||||
4
|
|
SOURCE OF FUNDS
|
|
|
||||||
|
|
AF
|
|
|
|
|
|
|
||
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
|
|
|
||||||
|
|
TO ITEM 2(d) or 2(e)
|
|
¨
|
||||||
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||||||
|
|
United States of America
|
|
|
|
|
||||
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
|
||||
SHARES
|
|
|
|
0
|
|
|
||||
BENEFICIALLY
|
|
8
|
|
SHARED VOTING POWER
|
|
|
||||
OWNED BY
|
|
|
|
1,457,000
|
|
|
||||
EACH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
||||
REPORTING
|
|
|
|
0
|
|
|
||||
PERSON WITH
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
||||
|
|
|
|
|
|
1,457,000
|
|
|
||
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||||||
|
|
1,457,000
|
|
|
|
|
|
|
||
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
|
|
|
||||||
|
|
CERTAIN SHARES
|
|
|
|
x
|
||||
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||||||
|
|
7.55%
(2)
|
|
|
|
|
|
|
||
14
|
|
TYPE OF REPORTING PERSON
|
|
|
||||||
|
|
IN
|
|
|
|
|
|
|
||
|
||||||||||
(1) Mr. Glick is the managing member and 55% owner of Siget, which is general partner of Diaco. Diaco owns 90% of GFF.
|
||||||||||
|
|
(2) Calculation based on 19,294,564 shares of Common Stock outstanding as of July 31, 2012 per WCB’s quarterly report on Form 10-Q filed on August 8, 2012.
|
|
|
CUSIP NO. 952145100
|
Schedule 13D
|
Page 6 of 9
|
CUSIP NO. 952145100
|
Schedule 13D
|
Page 7 of 9
|
Exhibit 9
|
Stock Conversion, Voting and Support Agreement, dated as of September 25, 2012, between GF Financial, LLC and Columbia Banking System, Inc.
|
Exhibit 10
|
Waiver Agreement, dated as of September 25, 2012, between GF Financial, LLC and West Coast Bancorp
|
CUSIP NO. 952145100
|
Schedule 13D
|
Page 8 of 9
|
GF FINANCIAL, LLC
|
|||
By:
|
Diaco Investments, L.P., a Delaware limited partnership and
managing member of GF Financial, LLC
|
||
By:
|
Siget, L.L.C., a Delaware limited liability company and general
partner of Diaco Investments, L.P.
|
||
By:
|
/s/ Simon Glick
|
||
Name:
|
Simon Glick
|
||
Title:
|
Managing Member
|
||
DIACO INVESTMENTS, L.P.
|
|||
By:
|
Siget, L.L.C., a Delaware limited liability company and general
partner of Diaco Investments, L.P.
|
||
By:
|
/s/ Simon Glick
|
||
Name:
|
Simon Glick
|
||
Title:
|
Managing Member
|
||
SIGET, LLC
|
|||
By:
|
/s/ Simon Glick
|
||
Name:
|
Simon Glick
|
||
Title:
|
Managing Member
|
SIMON GLICK
|
|||
/s/ Simon Glick
|
|||
CUSIP NO. 952145100
|
Schedule 13D
|
Page 9 of 9
|
INDEX OF EXHIBITS
|
|
Exhibit 9
|
Stock Conversion, Voting and Support Agreement, dates as of September 25, 2012, between GF Financial, LLC and Columbia Banking System, Inc.
|
|
|
Exhibit 10
|
Waiver Agreement, dated as of September 25, 2012, between GF Financial, LLC and West Coast Bancorp
|
1 Year West Coast Bancorp (MM) Chart |
1 Month West Coast Bancorp (MM) Chart |
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