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
For the fiscal year ended December 31, 1993
A. Full title of the Plan:
NAPA VALLEY BANCORP
401(k) EMPLOYEE SAVINGS PLAN
The address of the Plan is the
same as the address of the issuer.
B. Name of Issuer of the securities held
pursuant to the Plan and the address
of its principal executive office:
WESTAMERICA BANCORPORATION
1108 Fifth Avenue
San Rafael, California 94901
<PAGE>
This Plan is subject to Employee Retirement Income Security Act of 1974.
INDEX TO THE FINANCIAL STATEMENTS
Independent Auditors' Report
Statements of Net Assets Available for Plan Benefits
December 31, 1993 and 1992
Statements of Changes in Net Assets Available for Plan Benefits
for the Years Ended December 31, 1993 and 1992
Notes to Financial Statements
Schedule I - Assets Held for Investment Purposes
December 31, 1993 and 1992
Schedule II - Allocation of Net Assets to
Investment Programs - December 31, 1993 and 1992
Schedule III - Allocation of Changes in Net Assets
to Investment Programs for the Years Ended
December 31, 1993 and 1992
Schedule IV - Transactions Involving More Than
Five Percent of Plan Assets for the Years Ended
December 31, 1993 and 1992
Independent Auditors' Consent
Duly Authorized Signature
<PAGE>
INDEPENDENT AUDITORS' REPORTS
To the Administrators of
Napa Valley Bancorp 401(k) Employee Savings Plan
San Rafael, California
We have audited the accompanying statements of net assets available for
plan benefits, of Napa Valley Bancorp 401(k) Employee Savings Plan as of
December 1993 and 1992, and the related statements of changes in net assets
available for plan benefits for the years ended then. 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 generally accepted auditing
standards. Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free
from material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and the disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and the 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, the financial statements referred to above present fairly,
in all material respects, the net assets available for plan benefits of the
Plan as of December 31, 1993 and 1992, and the changes in net assets
available for plan benefits for the years then ended in conformity with
generally accepted accounting principles.
Our audits were conducted for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplementary schedules
on pages 7 through 14 are presented for the purpose of additional analysis
and are not a required part of the basic financial statements but are
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. The supplementary schedules have been
subjected to auditing procedures applied in our audits of the basic
financial statements and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
Pisenti & Brinker
Santa Rosa, California
June 15, 1994
<PAGE>
Napa Valley Bancorp
401(k) Employee Savings Plan
Statements of Net Assets Available for Benefits
December 31, 1993 and 1992
1993 1992
ASSETS
Cash and money market funds $0 $350,605
Receivables
Employer matching contributions 0 15,402
Other receivables 0 3,027
------------------------
Total receivables 0 18,429
------------------------
Investments
Mutual funds 0 491,537
Napa Valley Bancorp common stock 0 669,214
------------------------
Total investments 0 1,160,751
------------------------
TOTAL ASSETS 0 1,529,785
LIABILITIES
Other --- ---
------------------------
NET ASSETS AVAILABLE FOR BENEFITS $0 $1,529,785
========================
See accompanying Notes to Financial Statements.
<PAGE>
Napa Valley Bancorp
401(k) Employee Savings Plan
Statements of Changes in Net Assets Available for Benefits
For the Years Ended December 31, 1993 and 1992
1993 1992
INVESTMENT INCOME
Interest and dividend income $42,615 $19,982
Net appreciation in fair value of investments 202,352 302,314
------------------------
Total investment income 244,967 322,296
EMPLOYER MATCHING CONTRIBUTION 27,235 102,738
EMPLOYEE CONTRIBUTION 94,745 335,298
DISTRIBUTIONS PAID TO PARTICIPANTS (653,978) (213,524)
MERGER INTO WESTAMERICA
BANCORPORATION TAX DEFERRED SAVINGS/
RETIREMENT PLAN (ESOP) (1,242,755) ---
------------------------
NET (DECREASE) INCREASE (1,529,785) 546,808
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of Year 1,529,785 982,977
------------------------
End of Year $0 $1,529,785
========================
See accompanying Notes to Financial Statements.
<PAGE>
NAPA VALLEY BANCORP
401(k) EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE A. Description of the Plan
The following description of the Napa Valley Bancorp 401(k) Employee
Savings Plan (the "Plan") provides only general information. Participants
should refer to the plan agreement for a more complete description of the
Plan's provisions.
General
The Plan became effective January 1, 1989, and is a defined contribution
plan covering all employees who have one year of service and are age 18 or
older. A year of service is 12 consecutive months during which an employee
works at least 1,000 hours. Upon meeting the Plan's eligibility
requirements, an employee may enroll to become a member of the Plan on the
first semiannual entry date (January 1 or July 1) following such
eligibility.
Contributions
Employee contributions are made from payroll deductions each pay period.
Plan participants may contribute between 2% and 15% of their annual gross
salary, but may not exceed Internal Revenue Code limitations on
contributions. Plan participants elect the percentage, in increments of
10% of the participants contribution, to be invested in each of four types
of investment funds. The Company matches 50% of each employee's
contribution up to 4% of eligible pay. This match made each year is
invested in the form of stock in Napa Valley Bancorp (the "Company"), the
Plan's sponsor.
Participant Accounts
Participant's accounts are credited with the allocation of (a) their
contributions, (b) Company matching contributions, and (c) gains or losses
from fund investments. Forfeitures are created when participants terminate
employment before becoming entitled to their full benefits under the Plan.
The forfeited amounts will be used to reduce the Company's contribution to
the Plan. Forfeited amounts totaled $40,658 and $12,242 for the plan years
ended December 31, 1993 and 1992, respectively.
Administrative Costs
Administrative costs of the Plan are paid by the Company.
Vesting
Participants are vested in Company contributions based on the number of
years of service as follows:
<PAGE>
Vesting (continued)
Vested
Years of Service Percentage
1-2 0%
3 20%
4 40%
5 60%
6 80%
7 100%
Participants are 100% vested, regardless of length of service, if death or
total and permanent disability ends employment or if a participant meets
the requirements for normal retirement, as defined in the plan document.
Also, participants are always 100% vested in salary reduction amounts
contributed to the Plan.
Payment Benefits
Unless participants elect otherwise prior to the time benefits are
scheduled to commence, such benefits shall be payable in installments over
a period not to exceed the participant's life expectancy. Alternatively,
participants may elect to receive lump sum payments equal to the entire
vested account balances.
NOTE B. Summary of Significant Accounting Policies
Method of Accounting
The financial statements of the Plan are prepared on the accrual basis of
accounting in conformity with generally accepted accounting principles.
Investments
Investments are held by the trustee and are recorded at market value. All
Plan funds are invested based upon participant elections in four types of
investment funds. The investment funds offered may be changed from time to
time by the Company.
Taxes
Due to the Plan's qualified status, the financial statements do not include
a provision for income taxes.
<PAGE>
NOTE C. Investments
The Plan's investments (including investments bought, sold and held during
the year) appreciated in value by $202,352 and $302,314 for the years ended
December 31, 1993 and 1992, respectively.
This consisted of appreciation in mutual funds of $50,568 and $10,181 and
in common stock of $151,784 and $292,133 for the years ended December 31,
1993 and 1992, respectively.
NOTE D. Plan Termination
The Company may terminate the Plan at any time. In the event that the Plan
is terminated, the full value of participant accounts shall become fully
vested.
NOTE E. Tax Status
The Plan was established to qualify under Section 401(a) of the Internal
Revenue Code, whereby the contributions to the Plan and investment income
and gains on assets held by the Plan are not taxed to the participants
until distributed or withdrawn in accordance with the provisions of the
Plan. The Plan received a favorable tax determination letter from the
Internal Revenue Service on August 6, 1992 regarding the Plan's
qualification under Section 401(a).
NOTE F. Plan Merger
On April 15, 1993, the Company merged into and with Westamerica
Bancorporation ("WABC"). The merger was consummated through the surrender
of Company common stock for WABC common stock. Consequently, the Plan was
merged into the Westamerica Bancorporation Tax Deferred Savings/Retirement
Plan (ESOP) on April 15, 1993. Service credited under the Plan will be
credited under the ESOP for purposes of eligibility and vesting.
NOTE G. Employer Related Investments
The Plan has funds invested in common stock of the Company, Napa Valley
Bancorp. Under the merger of the Company into WABC, each share of the
Company's common stock was exchanged for .6323 shares of WABC common stock.
Such investments are specifically permitted under Section 408 of the
Employee Retirement Income Security Act of 1974.
<PAGE>
Napa Valley Bancorp
401(k) Employee Savings Plan
Assets Held for Investment - Schedule I
Year Ended December 31, 1993
Number of Market
Shares Investments Cost Value
None
<PAGE>
Napa Valley Bancorp
401(k) Employee Savings Plan
Assets Held for Investment - Schedule I
Year Ended December 31, 1992
Number of Market
Shares Investments Cost Value
23,691 Pimco Funds $244,287 $241,419 (1)
2,732 Gabelli Asset Fund 47,939 54,330
3,051 Harbor International Fund 52,339 51,472
2,531 Janus Fund 46,520 49,828
3,517 Strong Common Stock Fund 46,600 53,014
3,132 Warburg, Pincus Capital 38,440 41,474
-------- --------
TOTAL MUTUAL FUNDS $476,125 $491,537
======== ========
47,801 Napa Valley Bancorp Common Stock $450,366 $669,214 (1)(2)
-------- --------
TOTAL COMMON STOCK $450,366 $669,214
======== ========
(1) Indicates investments that represent 5% or more of the Plan's
net assets.
(2) Indicates Party in Interest.
<PAGE>
<TABLE>
Napa Valley Bancorp
401(k) Employee Savings Plan
Allocation of Net Assets to Investment Programs
Schedule II
December 31, 1993
<CAPTION>
Money Employee Employer Merger
Market Income Growth Stock Stock of
Fund Fund Fund Fund Fund Total Assets Total
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Cash and money market funds $211,525 $ 16,605 $206,174 $ 4,388 $ 3,608 $442,300 ($442,300) $ 0
-------- -------- -------- -------- -------- -------- --------- -------
Receivables
Employer matching
contribution 0 0 0 0 0 0 0 0
Trustee fee reimbursable 1,792 0 0 0 0 1,792 (1,792) 0
Other receivables 1,403 569 2 0 0 1,974 (1,974) 0
----------- -------- -------- -------- -------- --------- ---------- --------
Total receivables 3,195 569 2 0 0 3,766 (3,766) 0
-------- -------- -------- -------- -------- --------- ----------- --------
Investments
Mutual funds 0 172,282 0 0 0 172,282 (172,282) 0
Napa Valley Bancorp
common stock 0 0 0 221,270 403,137 624,407 (624,407) 0
-------- -------- -------- -------- -------- ---------- ---------- --------
Total investments 0 172,282 0 221,270 403,137 796,689 (796,689) 0
-------- -------- -------- -------- -------- ---------- ---------- --------
TOTAL ASSETS $214,720 $189,456 $206,176 $225,658 $406,745 $1,242,755 ($1,242,755) $ 0
======== ======== ======== ======== ======== ========== ========== ========
</TABLE>
<PAGE>
<TABLE>
Napa Valley Bancorp
401(k) Employee Savings Plan
Allocation of Net Assets to Investment Programs
Schedule II
December 31, 1992
<CAPTION>
Money Employee Employer
Market Income Growth Stock Stock
Fund Fund Fund Fund Fund Total
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Cash and money market funds $317,511 $ 13,962 $ $3,759 $ 14,391 $ 982 $ 350,605
-------- -------- -------- -------- -------- ----------
Receivables
Employer matching contribution --- --- --- --- 15,402 15,402
Other receivables 3,027 --- --- --- --- 3,027
-------- -------- --------- -------- --------- ----------
Total receivables 3,027 0 0 0 15,402 18,429
-------- -------- --------- -------- -------- ----------
Investments
Mutual funds --- 241,419 250,118 --- --- 491,537
Napa Valley Bancorp common stock --- --- --- 238,330 430,884 669,214
-------- -------- -------- -------- -------- ----------
Total investments --- 241,419 250,118 238,330 430,884 1,160,751
-------- -------- -------- -------- -------- ----------
TOTAL ASSETS $320,538 $255,381 $253,877 $252,721 $447,268 $1,529,785
======== ======== ======== ======== ======== ==========
</TABLE>
<PAGE>
<TABLE>
Napa Valley Bancorp
401(k) Employee Savings Plan
Allocation of Changes in Net Assets to Investment Programs
Schedule III
For the Year Ended December 31, 1993
<CAPTION>
Money Employee Employer
Market Income Growth Stock Stock
Fund Fund Fund Fund Fund Total
<S> <C> <C> <C> <C> <C> <C>
INVESTMENT INCOME
Interest and dividend income $8,066 $16,000 $10,277 $3,110 $5,162 $42,615
Net appreciation in fair value
of investments --- 1,468 49,100 54,433 97,351 202,352
--------- --------- --------- --------- --------- -----------
Total investment income 8,066 17,468 59,377 57,543 102,513 244,967
EMPLOYER MATCHING CONTRIBUTION --- --- --- --- 27,235 27,235
EMPLOYEE CONTRIBUTION 24,418 26,551 25,976 17,800 --- 94,745
DISTRIBUTIONS PAID TO PARTICIPANTS (132,382) (109,931) (138,351) (103,043) (170,271) (653,978)
TRANSFERS (5,920) (14) 5,297 637 --- ---
--------- --------- --------- --------- --------- ----------
Net Decrease (105,818) (65,925) (47,701) (27,063) (40,523) (287,030)
NET ASSETS
Beginning of Year 320,538 255,381 253,877 252,721 447,268 1,529,785
Merger of Assets into the
Westamerica Bancorporation Tax
Deferred Savings/Retirement Plan (ESOP) (214,720) (189,456) (206,176) (225,658) (406,745) (1,242,755)
--------- --------- --------- --------- --------- -----------
End of Year $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
========= ========= ========= ========= ========= ===========
</TABLE>
<PAGE>
<TABLE>
Napa Valley Bancorp
401(k) Employee Savings Plan
Allocation of Changes in Net Assets to Investment Programs
Schedule III
For the Year Ended December 31, 1992
<CAPTION>
Money Employee Employer
Market Income Growth Stock Stock
Fund Fund Fund Fund Fund Total
<S> <C> <C> <C> <C> <C> <C>
INVESTMENT INCOME
Interest and dividend income $ 9,254 $ 7,854 $ 1,390 $ 883 $ 601 $ 19,982
Net appreciation in fair value
of investments --- (365) 10,941 113,049 178,689 302,314
-------- -------- -------- -------- -------- ----------
Total investment income 9,254 7,489 12,331 113,932 179,290 322,296
EMPLOYER MATCHING CONTRIBUTION --- --- --- --- 102,738 102,738
EMPLOYEE CONTRIBUTION 93,003 82,653 86,684 72,958 --- 335,298
DISTRIBUTIONS PAID TO PARTICIPANTS (23,585) (34,785) (32,504) (73,256) (49,394) (213,524)
TRANSFERS 5,619 14,687 6,982 (20,783) (6,505) ---
-------- -------- -------- -------- -------- ----------
Net Increase 84,291 70,044 73,493 92,851 226,129 546,808
NET ASSETS
Beginning of Year 236,247 185,337 180,384 159,870 221,139 982,977
-------- -------- -------- -------- -------- ----------
End of Year $320,538 $255,381 $253,877 $252,721 $447,268 $1,529,785
======== ======== ======== ======== ======== ==========
</TABLE>
<PAGE>
Napa Valley Bancorp
401(k) Employee Savings Plan
Schedule IV
Transactions Involving More
Than Five Percent (5%) of Plan Assets
For the Year Ended December 31, 1993
Principal
Amount/
Number of
Shares Issuer Cost Proceeds
PURCHASES
Pacific Trust Company
$735,387 Money Market Fund (2.69%) $735,387 ---
983 Janus Fund 19,000 ---
2,817 Pimco Funds 29,000 ---
1,053 Strong Common Stock Fund 18,000 ---
1,189 Harbor International 21,000 ---
1,373 Warburg, Pincus Capital 19,000 ---
MATURITIES & SALES
4,312 Harbor International 74,548 $98,659
Pacific Trust Company
630,993 Money Market Fund (2.69%) 630,993 630,993
11,160 Pimco Funds 114,794 115,065
4,641 Strong Common Stock Fund 65,686 83,259
3,676 Janus Fund 68,535 75,495
4,697 Warburg, Pincus Capital 59,980 69,486
<PAGE>
<TABLE>
Napa Valley Bancorp
401(k) Employee Savings Plan
Schedule IV
Statement of Transactions Involving More
Than Five Percent (5%) of Plan Assets
For the Year Ended December 31, 1992
<CAPTION>
Total Value of
----------------------- Current Value Realized
Sales and Cost of on Date of Net Gain
Issuer Description of Asset Receipts Acquisitions Asset Transaction (Loss)
<S> <C> <C> <C> <C> <C> <C>
Neuberger & Bernan Ltd. Mutual Funds $30,463 $30,463
Neuberger & Bernan Ltd. Mutual Funds $202,531 $195,228 $7,303
Pimco Funds Mutual Funds 244,287 244,287
Janus Fund Mutual Funds 37,227 37,227
Janus Fund Mutual Funds 52,111 47,337 4,774
Napa Valley Bancorp Common Stock 97,717 97,717
</TABLE>
<PAGE>
Consent
Pension Management Committee for the Westamerica Bancorporation
We consent to incorporation by reference in the registration statements No.
2-99877, 33-23043, 33-46073 on Form S-8, of Napa Valley Bancorp 401(k)
Employees Savings Plan of our report dated June 15, 1994, relating to the
statements of net assets available for plan benefits of Napa Valley Bancorp
401(k) Employee Savings Plan as of December 31, 1993 and 1992, and the
related statements of changes in net assets available for plan benefits for
the years then ended, which report appears in the December 31, 1993 annual
report on Form 11-K of Napa Valley Bancorp 401(k) Employee Savings Plan.
Pisenti & Brinker
Santa Rosa , California
June 15, 1994
<PAGE>
SIGNATURE
Pursuant to the requirement of the Securities Exchange Act of 1934, the
trustees (or the persons who administer the employee benefit plan) have
duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
WESTAMERICA BANCORPORATION
TAX DEFERRED SAVINGS/RETIREMENT PLAN (ESOP)
Date: June 15, 1994 By: Dennis R. Hansen
Member, Pension Management Committee
